Filed pursuant to Rule 497(b)
Registration File No. 033-89088
Prospectus
SPDR
®
S&P MIDCAP
400
®
ETF Trust
(SPDR
MIDCAP 400 Trust)
(A Unit Investment
Trust)
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SPDR MidCap 400 Trust is an exchange traded fund designed to
generally correspond to the price and yield performance of the
S&P MidCap 400
Index
tm
.
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SPDR MidCap 400 Trust holds all of the S&P MidCap 400 Index
stocks.
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Each Unit represents an undivided ownership interest in the SPDR
MidCap 400 Trust.
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The SPDR MidCap 400 Trust issues and redeems Units only in
multiples of 25,000 Units in exchange for S&P MidCap 400
Index stocks and cash.
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Individual Trust Units trade on NYSE Arca, Inc., like any
other equity security.
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Minimum trading unit: 1 Trust Unit.
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SPONSOR: PDR SERVICES LLC
(Wholly Owned by NYSE Euronext)
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR
DISAPPROVED THESE SECURITIES NOR PASSED UPON THE ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Prospectus Dated January 26, 2012
COPYRIGHT 2012 PDR Services
LLC
SPDR
MIDCAP 400 TRUST
TABLE OF
CONTENTS
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Standard &
Poors
®
,
S&P
®
,
SPDR
®
,
S&P MidCap
400
®
,
Standard & Poors MidCap 400
Index
tm
,
S&P MidCap 400
Index
tm
and Standard & Poors MidCap 400 Depositary
Receipts
tm
are trademarks of Standard & Poors Financial
Services LLC, an affiliate of The McGraw-Hill Companies, Inc.
State Street Global Markets, LLC is permitted to use these
trademarks pursuant to a License Agreement with
Standard & Poors Financial Services LLC and SPDR
MidCap 400 Trust is permitted to use these trademarks pursuant
to a sublicense from State Street Global Markets, LLC. SPDR
MidCap 400 Trust, is not, however, sponsored by or affiliated
with Standard & Poors Financial Services LLC or
The McGraw-Hill Companies, Inc.
i
SUMMARY
Essential
Information as of September 30, 2011*
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Glossary:
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All defined terms used in this Prospectus and page numbers on
which their definitions appear are listed in the Glossary.
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Total Trust Assets:
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$8,243,964,129
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Net Trust Assets:
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$7,730,556,939
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Number of Trust Units:
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54,425,910
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Fractional Undivided Interest in the Trust Represented by
each Unit:
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1/54,425,910
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Dividend Record Dates:
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Quarterly, on the second (2nd) Business Day after the third
(3rd) Friday in each of March, June, September and December.
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Dividend Payment Dates:
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Quarterly, on the last Business Day of April, July, October and
January.
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Trustees Annual Fee:
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From 0.10% to 0.14%, based on the NAV of the Trust, as the same
may be reduced by certain amounts, plus the Transaction Fee.**
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Estimated Ordinary Operating Expenses of the Trust:
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0.25% (inclusive of Trustees annual fee).**
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Net Asset Value per Unit (based on the value of the Portfolio
Securities, other net assets of the Trust and number of Units
outstanding):
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$142.04
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Evaluation Time:
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Closing time of the regular trading session on the New York
Stock Exchange LLC (ordinarily 4:00 p.m. New York time).
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1
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Licensor:
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Standard & Poors Financial Services LLC, an affiliate
of The McGraw-Hill Companies, Inc.
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Mandatory Termination Date:
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The Trust is scheduled to terminate no later than April 27,
2120, but may terminate earlier under certain circumstances.
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Discretionary Termination:
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Trust may be terminated if the value of the securities held by
the Trust is less than $100,000,000, as such amount shall be
adjusted for inflation. The Trust may also be terminated under
other circumstances.
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Fiscal Year End:
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September 30
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Market Symbol:
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Units trade on NYSE Arca, Inc. under the symbol MDY.
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CUSIP:
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78467Y107
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*
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The Trust Agreement became effective, the initial deposit
was made, and the Trust commenced operation on April 27,
1995 (Initial Date of Deposit).
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**
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Ordinary operating expenses are currently being accrued at an
annual rate of 0.25%. Last years operating expenses were
0.25%. Future accruals will depend primarily on the level of the
Trusts net assets and the level of Trust expenses. There
is no guarantee that the Trusts ordinary operating
expenses will not exceed 0.25% of the Trusts daily NAV and
such rate may be changed without notice. Until further notice,
the Sponsor has undertaken that the ordinary operating expenses
of the Trust as calculated by the Trustee will not be permitted
to exceed an amount which is 0.30% of the daily NAV of the
Trust. Thereafter, such amount may be changed and may exceed
0.30%. There is no guarantee that the Trusts ordinary
operating expenses will not exceed such 0.30% rate.
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2
Highlights
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Units are
Ownership Interests in the SPDR MidCap 400 Trust
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The SPDR MidCap 400 Trust (the Trust) is a unit
investment trust that issues securities called
Trust Units or Units. The Trust is
organized under New York law and is governed by a trust
agreement between The Bank of New York Mellon (the
Trustee) and PDR Services LLC (the
Sponsor), dated and executed as of April 27,
1995, as amended (the Trust Agreement). The
Trust is an investment company registered under the Investment
Company Act of 1940. Trust Units represent an undivided
ownership interest in a portfolio of all of the common stocks
(Portfolio Securities or, collectively,
Portfolio) of the Standard & Poors
MidCap 400
Index
tm
(S&P MidCap 400 Index).
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Units
Should Closely Track the Value of the Stocks Included in the
S&P MidCap 400 Index
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The investment objective of the Trust is to provide investment
results that, before expenses, generally correspond to the price
and yield performance of the S&P MidCap 400 Index. Current
information regarding the value of the S&P MidCap 400 Index
is available from market information services.
Standard & Poors Financial Services LLC, an
affiliate of The McGraw-Hill Companies, Inc.
(S&P), obtains information for inclusion in, or
for use in the calculation of, the S&P MidCap 400 Index
from sources S&P considers reliable. None of S&P, the
Sponsor, the Trust, the Trustee or the NYSE Arca, Inc. or its
affiliates accepts responsibility for or guarantees the accuracy
and/or
completeness of the S&P MidCap 400 Index or any data
included in the S&P MidCap 400 Index.
The Trust holds the Portfolio and cash and is not actively
managed by traditional methods, which would
typically involve effecting changes in the Portfolio on the
basis of judgments made relating to economic, financial and
market considerations. To maintain the correspondence between
the composition and weightings of Portfolio Securities and
component stocks of the S&P MidCap 400 Index (Index
Securities), the Trustee adjusts the Portfolio from time
to time to conform to periodic changes in the identity
and/or
relative weightings of Index Securities. The Trustee aggregates
certain of these adjustments and makes changes to the Portfolio
at least monthly, or more frequently in the case of significant
changes to the S&P MidCap 400 Index. Any change in the
identity or weighting of an Index Security will result in a
corresponding adjustment to the prescribed Portfolio Deposit (as
defined below in Highlights Creation Orders
Must be Placed with the Distributor) effective on any day
that the New York Stock Exchange LLC (the NYSE) is
open for business (Business Day) following the day
on which the change to the S&P MidCap 400 Index takes
effect after the close of the market. The value of
Trust Units fluctuates in relation to changes in the value
of the Portfolio. The market price of each individual Unit may
not be identical to the net asset value (NAV) of
such Unit but, historically, these two valuations have been very
close.
3
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Units are
Listed and Trade on NYSE Arca, Inc.
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Units are listed for trading on NYSE Arca, Inc. (the
Exchange or NYSE Arca). Units are bought
and sold in the secondary market like ordinary shares of stock
at any time during the trading day. Units are traded on the
Exchange in 100 Unit round lots, but can be traded on the
Exchange in odd lots of as little as one Unit. The Exchange may
halt trading of Units under certain circumstances, as summarized
herein. See Exchange Listing. Before trading on the
Exchange in the secondary market, Trust Units are created
at NAV in Creation Units (as defined below in
Highlights The Trust Issues and Redeems
Units in Multiples of 25,000 Units Called Creation
Units), as summarized below and discussed more fully
herein. See Creation of Creation Units.
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Brokerage
Commissions on Units
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Secondary market purchases and sales of Units are subject to
ordinary brokerage commissions and charges.
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The
Trust Issues and Redeems Units in Multiples of 25,000 Units
Called Creation Units
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The Trust issues and redeems Units only in specified large lots
of 25,000 Units or multiples thereof, which are referred to as
Creation Units. Fractional Creation Units may be
created or redeemed only in limited circumstances.*
Creation Units are issued by the Trust to anyone who, after
placing a creation order with ALPS Distributors, Inc. (the
Distributor), deposits with the Trustee a specified
portfolio of securities, substantially similar in composition
and weighting to the Index Securities in the S&P MidCap 400
Index, and a cash payment, if any, generally equal to dividends
on the securities (net of expenses) accumulated up to the time
of deposit. If the Trustee determines that one or more Index
Securities are likely to be unavailable, or available in
insufficient quantity, for delivery upon creation of Creation
Units, the Trustee may permit, in lieu thereof, the cash
equivalent value of one or more of these Index Securities to be
included in the Portfolio Deposit as a part of the Cash
Component (as defined below in Highlights
Creation Orders Must be Placed with the Distributor). If a
creator is restricted by regulation or otherwise from investing
or engaging in a transaction in one or more Index Securities,
the Trustee may permit, 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 Evaluation Time on the date such creation
order is deemed received by the Distributor as part of the Cash
Component.
Creation Units are redeemable in kind only and are not
redeemable for cash. Upon receipt of one or more Creation Units,
the Trust delivers to the redeeming holder a portfolio of Index
Securities (based on NAV of the Trust), together with a Cash
Redemption Payment (as defined below in Redemption of
Trust Units Procedures
*
See, however,
the discussion of termination of the Trust in this Summary and
Dividend Reinvestment Service, for a description of
the circumstances in which Trust Units may be redeemed or
created by the Trustee in less than a Creation Unit size
aggregation of 25,000 Units.
4
for Redemption of Creation Units) that, on any given
Business Day, is an amount identical to the Cash Component of a
Portfolio Deposit. If the Trustee determines that one or more
Index Securities are likely to be unavailable or available in
insufficient quantity for delivery by the Trust upon the
redemption of Creation Units, the Trustee may deliver, in lieu
thereof, the cash equivalent value of one or more of these Index
Securities, based on their market value as of the Evaluation
Time on the date the redemption order is deemed received by the
Trustee, as part of the Cash Redemption Payment.
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Creation
Orders Must be Placed with the Distributor
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All orders for Creation Units must be placed with the
Distributor. To be eligible to place these orders, an entity or
person must be an Authorized Participant, which is
either (a) a Participating Party, or a
DTC Participant, and (b) in each case must have
executed an agreement with the Distributor and the Trustee
(Participant Agreement). The term
Participating Party means a broker-dealer or other
participant in the Clearing Process (as defined below) through
the Continuous Net Settlement (CNS) System of the
National Securities Clearing Corporation (NSCC), a
clearing agency registered with the Securities and Exchange
Commission (SEC), and the term DTC
Participant means a participant in The Depository
Trust Company (DTC). Payment for orders is made
by deposits with the Trustee of a portfolio of securities,
substantially similar in composition and weighting to Index
Securities, and a cash payment in an amount equal to the
Dividend Equivalent Payment, plus or minus the Balancing Amount
(as defined below in The Portfolio 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 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),
calculated as if all of the Portfolio Securities had been held
for the entire accumulation period for such distribution. The
Dividend Equivalent Payment and the Balancing Amount
collectively are referred to as the Cash Component
and the deposit of a portfolio of securities and the Cash
Component collectively are referred to as a Portfolio
Deposit. Persons placing creation orders with the
Distributor must deposit Portfolio Deposits either
(i) through the CNS clearing process of NSCC (the
Clearing Process) or (ii) with the Trustee
outside the Clearing Process (i.e., through the facilities of
DTC).
The Distributor acts as underwriter of Trust Units on an
agency basis. The Distributor maintains records of the orders
placed with it and the confirmations of acceptance and furnishes
confirmations of acceptance of the orders to those placing such
orders. The Distributor also is responsible for delivering a
prospectus to persons creating Trust Units. The Distributor
also maintains a record of the delivery instructions in response
to orders and may provide certain other administrative services.
The Distributor is a corporation organized under the laws of the
State of Colorado and is located at 1290 Broadway,
Suite 1100, Denver, CO 80203, toll free
5
number: 1-866-732-8673.
The Distributor is a registered broker-dealer and a member of
FINRA. The Sponsor pays the Distributor for its services a flat
annual fee. The Sponsor will not seek reimbursement for such
payment from the Trust without obtaining prior exemptive relief
from the SEC.
The expenses of the Trust are accrued daily and reflected in the
NAV of the Trust. The Trust currently is accruing ordinary
operating expenses at an annual rate of 0.25%:
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Shareholder Fees:
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None*
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(fees paid directly from your investment)
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Estimated
Trust Annual Ordinary Operating Expenses:
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As a % of
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Trust Average
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Current Trust Annual Ordinary Operating Expenses
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Net Assets
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Trustees Fee
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0.10
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%
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S&P License Fee
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0.03
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%
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Registration Fees
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0.00
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%
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Marketing Expenses
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0.11
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%
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Other Operating Expenses
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0.01
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%
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Total:
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0.25
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%
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Future accruals will depend primarily on the level of the
Trusts net assets and the level of expenses. There is no
guarantee that the Trusts ordinary operating expenses will
not exceed 0.25% of the Trusts daily NAV.
The Trustee has voluntarily agreed to reduce its Trustees
fee. The amount of the reduction will be equal to the Federal
Funds Rate, as published in the
Wall Street Journal
,
multiplied by the daily balance of the Trusts cash
account, reduced by the amount of reserves for that account
required by the Federal Reserve Board of Governors. The Trustee
reserves the right to discontinue this voluntary fee reduction
in the future.
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*
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Investors do not pay shareholder
fees directly from their investment, but purchases and
redemptions of Creation Units are subject to Transaction Fees
(described below in HighlightsA Transaction Fee is
Payable for Each Creation and for Each Redemption of Creation
Units), and purchases and sales of Units in the secondary
market are subject to ordinary brokerage commissions and charges
(described above in HighlightsBrokerage Commissions
on Units).
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6
The bar chart below (Bar Chart) and the table on the
next page entitled Average Annual Total Returns (for
periods ending December 31, 2011) (Table)
provide some indication of the risks of investing in the Trust
by showing the variability of the Trusts returns based on
net assets and comparing the Trusts performance to the
performance of the S&P MidCap 400 Index. Past performance
(both before and after tax) is not necessarily an indication of
how the Trust will perform in the future.
The after-tax returns presented in the Table are calculated
using the highest historical individual federal marginal income
tax rates and do not reflect the impact of state and local
taxes. Your actual after-tax returns will depend on your
specific tax situation and may differ from those shown below.
After-tax returns are not relevant to investors who hold Units
through tax-deferred arrangements, such as 401(k) plans or
individual retirement accounts. The total returns in the Bar
Chart, as well as the total and after-tax returns presented in
the Table, have been calculated assuming that the reinvested
price for the last income distribution made in each calendar
year shown below (
e.g.
12/16/11)
was the NAV on the last Business Day of such year (e.g.
12/30/11),
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.
1/31/12).
Therefore, the actual performance calculation for any calendar
year may be different than that shown below in the Bar Chart and
Table. In addition, the total returns in the Bar Chart and the
total and after-tax returns presented in the Table do not
reflect Transaction Fees payable by those persons purchasing and
redeeming Creation Units, nor do they reflect brokerage
commissions incurred by those persons purchasing and selling
Units in the secondary market (see footnotes (2) and
(3) to the Table).
This Bar Chart shows the performance of the Trust for each full
calendar year for the past 10 years ended December 31,
2011. During the period shown above (January 1, 2002
through December 31, 2011), the highest quarterly return
for the Trust was 19.83% for the quarter ended
September 30, 2009 and the lowest was -25.60% for the
quarter ended December 31, 2008.
7
Average
Annual Total Returns (for periods ending December 31,
2011)
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Past
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Past
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Past
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One Year
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Five Years
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Ten Years
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SPDR MidCap 400 Trust
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Return Before
Taxes
(1)(2)(3)
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−1.97
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%
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3.01
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%
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6.72
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%
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Return After Taxes on
Distributions
(1)(2)(3)
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−2.34
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%
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2.57
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%
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6.30
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%
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Return After Taxes on Distributions and Redemption of Creation
Units
(1)(2)(3)
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−1.28
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%
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2.31
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%
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5.65
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%
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S&P MidCap 400
Index
(4)
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−1.73
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%
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3.32
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%
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7.04
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%
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(1)
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Includes all applicable ordinary operating expenses set forth
above in Highlights Expenses of the
Trust.
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(2)
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Does not include the Transaction Fee, which is payable to the
Trustee only by persons purchasing and redeeming Creation Units
as discussed below in Highlights A Transaction
Fee is Payable for Each Creation and for Each Redemption of
Creation Units. If these amounts were reflected, returns
would be less than those shown.
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(3)
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Does not include brokerage commissions and charges that would be
incurred by persons who make purchases and sales of Units in the
secondary market as discussed above in
Highlights Brokerage Commissions on
Units. If these amounts were reflected, returns would be
less than those shown.
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(4)
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Does not reflect deductions for taxes, operating expenses,
Transaction Fees, brokerage commissions, or fees of any kind.
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8
SPDR
MIDCAP 400 Trust
GROWTH OF
$10,000 INVESTMENT
SINCE
INCEPTION
(1)
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(1)
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Past performance is not necessarily
an indication of how the Trust will perform in the future.
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(2)
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Effective as of September 30,
1997, the Trusts fiscal year end changed from December 31
to September 30.
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A
Transaction Fee is Payable for Each Creation and for Each
Redemption of Creation Units
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The transaction fee payable to the Trustee in connection with
each creation and redemption of Creation Units made through the
Clearing Process (Transaction Fee) is
non-refundable, regardless of the NAV of the Trust. This
Transaction Fee is the lesser of $3,000 or 0.20% (20 basis
points) of the value of one Creation Unit at the time of
creation (20 Basis Point Limit) per Participating
Party per day, regardless of the number of Creation Units
created or redeemed on such day. The Transaction Fee is
currently $3,000.
For creations and redemptions outside the Clearing Process, an
additional amount not to exceed three (3) times the
Transaction Fee applicable for one Creation Unit is charged per
Creation Unit per day. Under the current schedule, therefore,
the total fee charged in connection with creation or redemption
outside the Clearing Process would be $3,000 (the Transaction
Fee for the creation or redemption of one Creation Unit) plus an
additional amount up to $9,000 (3 times $3,000), for a total not
to exceed $12,000. Creators and redeemers restricted from
engaging in transactions in one or more Index Securities may pay
the Trustee the Transaction Fee and may pay an additional amount
per Creation Unit not to exceed three (3) times the
Transaction Fee applicable for one Creation Unit.
9
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Units
are Held in Book Entry Form Only
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DTC or its nominee is the record or registered owner of all
outstanding Units. Beneficial ownership of Units is shown on the
records of DTC or its participants (owners of such beneficial
interests are referred to herein as Beneficial
Owners). Individual certificates are not issued for Units.
See Creation of Creation Units Securities
Depository; Book-Entry-Only System.
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SPDR
MidCap 400 Trust Makes Periodic Dividend Payments
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Unitholders receive on the last Business Day of April, July,
October and January an amount corresponding to the amount of any
cash dividends declared on Portfolio Securities during the
applicable period, net of fees and expenses associated with
operation of the Trust and taxes, if applicable. Because of such
fees and expenses, the dividend yield for Units is ordinarily
less than that of the S&P MidCap 400 Index. Investors
should consult their tax advisors regarding consequences
associated with Trust dividends, as well as those associated
with Unit sales or redemptions.
Quarterly distributions based on the amount of dividends payable
with respect to Portfolio Securities and other income received
by the Trust, net of fees and expenses, and taxes if applicable,
are made via DTC and its participants to Beneficial Owners on
each Dividend Payment Date (as defined below in
Administration of the TrustDistributions to
Beneficial Owners). Any capital gain income recognized by
the Trust in any taxable year that is not previously distributed
during the year ordinarily is to be distributed at least
annually in January of the following taxable year. The Trust may
make additional distributions shortly after the end of the year
in order to satisfy certain distribution requirements imposed by
the Internal Revenue Code of 1986, as amended (the
Code). Although all distributions are currently made
quarterly, under certain limited circumstances, the Trustee may
vary the periodicity with which distributions are made. The
amount of distributions may vary significantly from period to
period. Those Beneficial Owners interested in reinvesting their
quarterly distributions may participate through DTC Participants
in the DTC Dividend Reinvestment Service (the Dividend
Reinvestment Service) available through certain brokers.
See Creation of Creation Units Securities
Depository; Book-Entry-Only System. Under limited certain
circumstances, special dividend payments also may be made to
Beneficial Owners. See Administration of the
Trust Distributions to Beneficial Owners.
|
|
|
The
Trust Intends to Qualify as a Regulated Investment
Company
|
For its taxable year ended September 30, 2011, the Trust
believes that it qualified for tax treatment as a
regulated investment company under Subchapter M of
the Code (a RIC). The Trust 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 the
holders of Units, provided that it distributes on a timely basis
at least 90% of its investment company
10
taxable income (generally, its taxable income other than
net capital gain) for such taxable year. In addition, provided
that the Trust distributes during each calendar year
substantially all of its ordinary income and capital gains, the
Trust will not be subject to U.S. federal excise tax. The Trust
intends to distribute annually its entire investment
company taxable income and net capital gain. For U.S.
federal income tax purposes, (a) distributions to an
individual or other non-corporate investor during a taxable year
of such investor beginning before January 1, 2013 will be
treated as qualified dividend income, which is
subject to tax at rates applicable to long-term capital gains,
to the extent that such distributions are made out of
qualified dividend income received by the Trust and
(b) distributions to a corporate investor will qualify for
the dividends-received deduction to the extent that such
distributions are made out of qualifying dividends received by
the Trust, provided, in each case, that the investor meets
certain holding period and other requirements with respect to
its Units. The Trusts regular quarterly distributions are
based on the dividend performance of the Portfolio during such
quarterly distribution period rather than the actual taxable
income of the Trust. As a result, a portion of the distributions
of the Trust may be treated as a return of capital or capital
gain for U.S. federal income tax purposes or the Trust may be
required to make additional distributions to maintain its status
as a RIC or to avoid imposition of income or excise taxes on
undistributed income.
|
|
|
Termination
of the Trust
|
The Trust has a specified lifetime term. The Trust is scheduled
to terminate on the first to occur of (a) April 27,
2120 or (b) the date 20 years after the death of the
last survivor of eleven persons named in the
Trust Agreement, the oldest of whom was born in 1990 and
the youngest of whom was born in 1993. Upon termination, the
Trust may be liquidated and pro rata shares of the assets of the
Trust, net of certain fees and expenses, distributed to holders
of Units.
|
|
|
Restrictions
on Purchases of Trust Units by Investment
Companies
|
Purchases of Trust Units by investment companies are
subject to restrictions pursuant to Section 12(d)(1) of the
Investment Company Act of 1940. The Trust has received an SEC
order that permits registered investment companies to invest in
Units beyond these limits, subject to certain conditions and
terms. One such condition is that registered investment
companies relying on the order must enter into a written
agreement with the Trust. Registered investment companies
wishing to learn more about the order and the agreement should
telephone 1-866-732-8673.
The Trust itself is also subject to the restrictions of
Section 12(d)(1). This means that, absent an exemption or
SEC relief, (a) the Trust cannot invest in any registered
investment company, to the extent that the Trust would own more
than 3% of that registered investment companys outstanding
shares, (b) the Trust cannot invest more than 5% of its
total assets in the securities of any one registered investment
company, and (c) the Trust cannot invest more than 10% of
its total assets in the securities of registered investment
companies in the aggregate.
11
Risk
Factors
Investors can lose money by investing in Units. Prospective
investors should carefully consider the risk factors described
below together with all of the other information included in
this Prospectus before deciding to invest in Units.
Investment in the Trust involves the risks inherent in an
investment in any equity security.
An investment
in the Trust is subject to the risks of any investment in a
broadly based portfolio of common stocks, including the risk
that the general level of stock prices may decline, thereby
adversely affecting the value of such investment. The value of
Portfolio Securities may fluctuate in accordance with changes in
the financial condition of the issuers of Portfolio Securities,
the value of common stocks 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 the general condition of the stock market may
deteriorate, either of which may cause a decrease in the value
of the Portfolio and thus in the value of Units. Common stocks
are susceptible to general stock market fluctuations and to
volatile increases and decreases in value as market confidence
in and perceptions of their issuers change. These investor
perceptions are based on various and unpredictable factors
including expectations regarding government, economic, monetary
and fiscal policies, inflation and interest rates, economic
expansion or contraction, and global or regional political,
economic and banking crises.
Holders of common stocks of any given issuer incur more risk
than holders of preferred stocks and debt obligations of the
issuer because the rights of common stockholders, as owners of
the issuer, generally are subordinate to the rights of creditors
of, or holders of debt obligations or preferred stocks issued
by, such issuer. Further, unlike debt securities that typically
have a stated principal amount payable at maturity, or preferred
stocks that typically have a liquidation preference and may have
stated optional or mandatory redemption provisions, common
stocks have neither a fixed principal amount nor a maturity.
Common stock values are subject to market fluctuations as long
as the common stock remains outstanding. The value of the
Portfolio will fluctuate over the entire life of the Trust.
There can be no assurance that the issuers of Portfolio
Securities will pay dividends. Distributions generally depend
upon the declaration of dividends by the issuers of Portfolio
Securities and the declaration of such dividends generally
depends upon various factors, including the financial condition
of the issuers and general economic conditions.
The Trust is not actively managed.
The Trust
is not actively managed by traditional methods, and
therefore the adverse financial condition of an issuer will not
result in its elimination from the Portfolio unless such issuer
is removed from the S&P MidCap 400 Index.
12
A liquid trading market for certain Portfolio Securities may
not exist.
Although most of the Portfolio
Securities are listed on a national securities exchange, the
principal trading market for some may be in the
over-the-counter
market. The existence of a liquid trading market for certain
Portfolio Securities may depend on whether dealers will make a
market in such stocks. There can be no assurance that a market
will be made 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 value of the Portfolio
will be adversely affected if trading markets for Portfolio
Securities are limited or absent.
The Trust may not exactly replicate the performance of the
S&P MidCap 400 Index.
The Trust may not be
able to replicate exactly the performance of the S&P MidCap
400 Index because the total return generated by the Portfolio is
reduced by Trust expenses and transaction costs incurred in
adjusting the actual balance of the Portfolio. In addition, it
is possible that the Trust may not always fully replicate the
performance of the S&P MidCap 400 Index due to the
unavailability of certain Index Securities in the secondary
market or due to other extraordinary circumstances.
Investment in the Trust may have adverse tax
consequences.
Investors in the Trust should
consider the U.S. federal, state, local and other tax
consequences of the acquisition, ownership and disposition of
Units. For a discussion of certain U.S. federal income tax
consequences of the acquisition, ownership and disposition of
Units, see Federal Income Taxes.
NAV may not always correspond to market
price.
The NAV of Units in Creation Unit size
aggregations and, proportionately, the NAV per Unit, change as
fluctuations occur in the market value of Portfolio Securities.
Investors should be aware that the aggregate public trading
market price of 25,000 Units may be different from the NAV of a
Creation Unit (i.e., 25,000 Units may trade at a premium over,
or at a discount to, the NAV of a Creation Unit) and similarly
the public trading market price per Unit may be different from
the NAV of a Creation Unit on a per Unit basis. This price
difference may be due, in large part, to the fact that supply
and demand forces at work in the secondary trading market for
Units is closely related to, but not identical to, the same
forces influencing the prices of Index Securities trading
individually or in the aggregate at any point in time. Investors
also should note that the size of the Trust in terms of total
assets held may change substantially over time and from time to
time as Creation Units are created and redeemed.
The Exchange may halt trading in
Trust Units.
Units are listed for trading on
NYSE Arca under the market symbol MDY. Trading in
Trust Units may be halted under certain circumstances as
summarized herein. See Exchange Listing. Also, there
can be no assurance that the requirements of the Exchange
necessary to maintain the listing of Trust Units will
continue to be met or will remain unchanged. The Trust will be
terminated if Trust Units are delisted from the Exchange.
An investment in Trust Units is not the same as a direct
investment in the Index Securities or other equity
securities.
Trust Units are subject to risks
other than
13
those inherent in an investment in the Index Securities or other
equity securities, in that the selection of the stocks included
in the Portfolio, the expenses associated with the Trust, or
other factors distinguishing an ownership interest in a trust
from the direct ownership of a portfolio of stocks may affect
trading in Trust Units differently from trading in the
Index Securities or other equity securities.
The regular settlement period for Creation Units may be
reduced.
Except as otherwise specifically noted,
the time frames for delivery of stocks, cash, or
Trust Units in connection with creation and redemption
activity within the Clearing Process are based on NSCCs
current regular way settlement period of three
(3) days during which NSCC is open for business (each such
day, an NSCC Business Day). NSCC may, in the future,
reduce such regular way settlement period, in which
case there may be a corresponding reduction in settlement
periods applicable to Unit creations and redemptions.
Clearing and settlement of Creation Units may be delayed or
fail.
The Trustee delivers a portfolio of stocks
for each Creation Unit delivered for redemption substantially
identical in weighting and composition to the stock portion of a
Portfolio Deposit as in effect on the date the request for
redemption is deemed received by the Trustee. If redemption is
processed through the Clearing Process, the stocks that are not
delivered are covered by NSCCs guarantee of the completion
of such delivery. Any stocks not received on settlement date are
marked-to-market
until delivery is completed. The Trust, to the extent it has not
already done so, remains obligated to deliver the stocks to
NSCC, and the market risk of any increase in the value of the
stocks until delivery is made by the Trust to NSCC could
adversely affect the NAV of the Trust. Investors should note
that the stocks to be delivered to a redeemer submitting a
redemption request outside of the Clearing Process that are not
delivered to such redeemer are not covered by NSCCs
guarantee of completion of delivery.
Buying or selling Trust Units incurs
costs.
Purchases and sales of exchange traded
securities involve both brokerage and spread costs.
Investors buying or selling Trust Units will incur a
commission, fee or other charges imposed by the broker executing
the transaction. In addition, investors will also bear the cost
of the spread, which is the difference between the
bid (the price at which securities professionals
will buy Trust Units) and the ask or
offer (the price at which securities professionals
are willing to sell Trust Units). Frequent trading in
Trust Units by an investor may involve brokerage and spread
costs that may have a significant negative effect upon the
investors overall investment results. This may be
especially true for investors who make frequent periodic
investments in small amounts of Trust Units over a lengthy
time period.
14
SPDR
S&P MIDCAP 400 ETF TRUST
To the
Trustee and Unitholders of SPDR S&P MidCap 400 ETF
Trust:
In our opinion, the accompanying statement of assets and
liabilities, including the schedule of investments, and the
related statements of operations and of changes in net assets
and the financial highlights present fairly, in all material
respects, the financial position of SPDR S&P MidCap 400 ETF
Trust (the Trust) at September 30, 2011, the
results of its operations and the changes in its net assets for
each of the three years in the period then ended, and the
financial highlights for each of the five years in the period
then ended, in conformity with accounting principles generally
accepted in the United States of America. These financial
statements and financial highlights (hereafter referred to as
financial statements) are the responsibility of the
Trusts management; our responsibility is to express an
opinion on these financial statements based on our audits. We
conducted our audits of these financial statements in accordance
with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant
estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits,
which included confirmation of securities at September 30,
2011 by correspondence with the custodian and brokers, provide a
reasonable basis for our opinion.
PricewaterhouseCoopers LLP
New York, New York
December 29, 2011
15
SPDR
S&P MidCap 400 ETF Trust
September 30, 2011
|
|
|
|
|
Assets:
|
|
|
|
|
Investments in securities, at value (cost $11,018,343,460)
|
|
$
|
7,697,712,835
|
|
Cash
|
|
|
48,330,018
|
|
Receivable from units created
|
|
|
167,626,794
|
|
Dividends receivable
|
|
|
7,838,416
|
|
Receivable from securities sold
|
|
|
322,456,066
|
|
|
|
|
|
|
Total Assets
|
|
$
|
8,243,964,129
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
Payable for Units redeemed
|
|
$
|
300,480,668
|
|
Payable for securities purchased
|
|
|
190,281,515
|
|
Distribution payable
|
|
|
16,073,083
|
|
Payable to Sponsor
|
|
|
3,977,779
|
|
License fee payable
|
|
|
1,202,024
|
|
Accrued Trustee fees
|
|
|
740,113
|
|
Other accrued expenses
|
|
|
652,008
|
|
|
|
|
|
|
Total Liabilities
|
|
|
513,407,190
|
|
|
|
|
|
|
Net Assets
|
|
$
|
7,730,556,939
|
|
|
|
|
|
|
Net assets represented by:
|
|
|
|
|
Interest of Unitholders (54,425,910 units of fractional
undivided interest (Units) outstanding; unlimited units
authorized)
|
|
|
|
|
Paid in capital
|
|
$
|
12,234,439,379
|
|
Distributions in excess of net investment income
|
|
|
(22,700,019
|
)
|
Accumulated net realized loss on investments
|
|
|
(1,160,551,796
|
)
|
Unrealized depreciation of investments
|
|
|
(3,320,630,625
|
)
|
|
|
|
|
|
Net Assets
|
|
$
|
7,730,556,939
|
|
|
|
|
|
|
Number of Units outstanding
|
|
|
54,425,910
|
|
|
|
|
|
|
Net asset value per Unit
|
|
$
|
142.04
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial
statements.
16
SPDR
S&P MidCap 400 ETF Trust
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
September 30,
|
|
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
|
Investment Income
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend income
|
|
$
|
136,639,649
|
|
|
$
|
125,278,107
|
|
|
$
|
110,616,973
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
Printing and distribution expenses
|
|
|
12,447,233
|
|
|
|
9,657,134
|
|
|
|
6,588,294
|
|
Trustee fees and expenses
|
|
|
11,390,007
|
|
|
|
8,975,736
|
|
|
|
6,683,329
|
|
License fees
|
|
|
3,310,411
|
|
|
|
2,589,263
|
|
|
|
1,935,636
|
|
Audit fees
|
|
|
114,910
|
|
|
|
113,900
|
|
|
|
109,090
|
|
Legal fees
|
|
|
223,266
|
|
|
|
103,517
|
|
|
|
215,959
|
|
Other fees and expenses
|
|
|
156,373
|
|
|
|
182,504
|
|
|
|
316,549
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
27,642,200
|
|
|
|
21,622,054
|
|
|
|
15,848,857
|
|
Less: voluntary fee reduction by the Trustee (see Note 3)
|
|
|
(55,345
|
)
|
|
|
(44,859
|
)
|
|
|
(72,977
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net expenses
|
|
|
27,586,855
|
|
|
|
21,577,195
|
|
|
|
15,775,880
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Investment Income
|
|
|
109,052,794
|
|
|
|
103,700,912
|
|
|
|
94,841,093
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Realized and unrealized gains (losses) on investments
|
|
|
|
|
|
|
|
|
|
|
|
|
Net realized losses
|
|
|
(124,291,616
|
)
|
|
|
(293,975,833
|
)
|
|
|
(1,155,621,079
|
)
|
Net realized gains from in-kind redemptions
|
|
|
1,592,399,110
|
|
|
|
774,327,401
|
|
|
|
40,604,047
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net realized gains (losses)
|
|
|
1,468,107,494
|
|
|
|
480,351,568
|
|
|
|
(1,115,017,032
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in unrealized appreciation
(depreciation) of investments
|
|
|
(1,416,482,818
|
)
|
|
|
686,290,567
|
|
|
|
601,009,975
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net realized and unrealized gains (losses) on investments
|
|
|
51,624,676
|
|
|
|
1,166,642,135
|
|
|
|
(514,007,057
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in net assets resulting from
operations
|
|
$
|
160,677,470
|
|
|
$
|
1,270,343,047
|
|
|
$
|
(419,165,964
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial
statements.
17
SPDR
S&P MidCap 400 ETF Trust
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
September 30,
|
|
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
|
Increase (Decrease) in Net Assets From Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
$
|
109,052,794
|
|
|
$
|
103,700,912
|
|
|
$
|
94,841,093
|
|
Net realized gains (losses) on investments and in-kind
redemptions
|
|
|
1,468,107,494
|
|
|
|
480,351,568
|
|
|
|
(1,115,017,032
|
)
|
Net increase (decrease) in unrealized appreciation
(depreciation) on investments
|
|
|
(1,416,482,818
|
)
|
|
|
686,290,567
|
|
|
|
601,009,975
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in net assets resulting from operations
|
|
|
160,677,470
|
|
|
|
1,270,343,047
|
|
|
|
(419,165,964
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends and Distributions to Unitholders from:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
(107,883,857
|
)
|
|
|
(98,443,107
|
)
|
|
|
(102,439,497
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unitholder Transactions:
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from subscriptions of Trust Units
|
|
|
16,547,945,793
|
|
|
|
13,313,366,931
|
|
|
|
14,244,234,768
|
|
Reinvestment of dividends and distributions
|
|
|
233,644
|
|
|
|
444,935
|
|
|
|
753,705
|
|
Less: Redemptions of Trust Units
|
|
|
(19,186,517,255
|
)
|
|
|
(12,115,633,927
|
)
|
|
|
(14,123,323,990
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in net assets due to Unitholder transactions
|
|
|
(2,638,337,818
|
)
|
|
|
1,198,177,939
|
|
|
|
121,664,483
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total increase (decrease)
|
|
|
(2,585,544,205
|
)
|
|
|
2,370,077,879
|
|
|
|
(399,940,978
|
)
|
Net Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of year
|
|
|
10,316,101,144
|
|
|
|
7,946,023,265
|
|
|
|
8,345,964,243
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
End of year
|
|
$
|
7,730,556,939
|
|
|
$
|
10,316,101,144
|
|
|
$
|
7,946,023,265
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions in excess of net investment income
|
|
$
|
(22,700,019
|
)
|
|
$
|
(23,066,261
|
)
|
|
$
|
(28,206,271
|
)
|
The accompanying notes are an integral part of these financial
statements.
18
SPDR
S&P MidCap 400 ETF Trust
Selected Data for a Trust Unit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
September 30,
|
|
|
September 30,
|
|
|
September 30,
|
|
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
Net Asset Value, Beginning of Year
|
|
$
|
145.66
|
|
|
$
|
125.49
|
|
|
$
|
132.13
|
|
|
$
|
160.79
|
|
|
$
|
137.56
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income*
|
|
|
1.64
|
|
|
|
1.62
|
|
|
|
1.51
|
|
|
|
1.61
|
|
|
|
1.83
|
|
Net realized and unrealized gains (losses) on investments
|
|
|
(3.62
|
)
|
|
|
20.09
|
|
|
|
(6.48
|
)
|
|
|
(28.56
|
)
|
|
|
23.39
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total from Investment Operations
|
|
|
(1.98
|
)
|
|
|
21.71
|
|
|
|
(4.97
|
)
|
|
|
(26.95
|
)
|
|
|
25.22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less distributions from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
(1.64
|
)
|
|
|
(1.54
|
)
|
|
|
(1.67
|
)
|
|
|
(1.71
|
)
|
|
|
(1.99
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, end of year
|
|
$
|
142.04
|
|
|
$
|
145.66
|
|
|
$
|
125.49
|
|
|
$
|
132.13
|
|
|
$
|
160.79
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investment Return**
|
|
|
(1.52
|
)%
|
|
|
17.37
|
%
|
|
|
(3.47
|
)%
|
|
|
(16.84
|
)%
|
|
|
18.37
|
%
|
Ratios and Supplemental Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets, end of year (000s)
|
|
$
|
7,730,557
|
|
|
$
|
10,316,101
|
|
|
$
|
7,946,023
|
|
|
$
|
8,345,964
|
|
|
$
|
9,978,116
|
|
Ratio of expenses to average net assets(1)
|
|
|
0.25
|
%
|
|
|
0.25
|
%
|
|
|
0.25
|
%
|
|
|
0.25
|
%
|
|
|
0.25
|
%
|
Ratio of net investment income to average net assets(1)
|
|
|
0.99
|
%
|
|
|
1.20
|
%
|
|
|
1.50
|
%
|
|
|
1.08
|
%
|
|
|
1.26
|
%
|
Portfolio turnover rate(2)
|
|
|
17.91
|
%
|
|
|
14.93
|
%
|
|
|
24.59
|
%
|
|
|
28.95
|
%
|
|
|
21.30
|
%
|
|
|
|
(1)
|
|
Net of voluntary fee reduction by
the Trustee. Before voluntary fee reduction by the Trustee, the
net investment income and expenses to average net assets ratios
would have been 0.99% and 0.25% for the year ended
September 30, 2011, 1.20% and 0.25% for the year ended
September 30, 2010, 1.50% and 0.25% for the year ended
September 30, 2009, 1.06% and 0.26% for the year ended
September 30, 2008 and 1.25% and 0.26% for the year ended
September 30, 2007. (See Note 3).
|
|
(2)
|
|
Portfolio turnover rate excludes
securities received or delivered from processing creations or
redemptions of Trust Units.
|
|
|
|
*
|
|
Per share amounts have been
calculated using the average share method.
|
|
**
|
|
Net asset value total return is
calculated assuming an initial investment made at the net asset
value at the beginning of the period, reinvestment of all
dividends and distributions at net asset value during the
period, and redemption on the last day of the period.
|
The accompanying notes are an integral part of these financial
statements.
19
SPDR
S&P MidCap 400 ETF Trust
September 30, 2011
SPDR
®
S&P MidCap
400
®
ETF Trust (Trust) is a unit investment trust that
issues securities called Trust Units or
Units. The Trust is organized under New York
law and is governed by a trust agreement between The Bank of New
York Mellon (formerly, The Bank of New York)
(Trustee) and PDR Services LLC
(Sponsor), dated and executed as of April 27,
1995, as amended (Trust Agreement). The Trust
is an investment company registered under the Investment Company
Act of 1940. Trust Units represent an undivided ownership
interest in a portfolio of all of the common stocks of the
Standard & Poors MidCap 400
Index
tm
(S&P MidCap 400 Index).
|
|
NOTE 2
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
|
The financial statements of the Trust are prepared in accordance
with accounting principles generally accepted in the United
States of America (GAAP).
The preparation of financial statements in accordance with
accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions
that affect the reported amounts and disclosures in the
financial statements. Actual results could differ from these
estimates. The following is a summary of significant accounting
policies followed by the Trust.
Security Valuation Trust securities are
generally valued based on the closing sale price on that day
(unless the Trustee deems such price inappropriate as a basis
for evaluation) on the exchange deemed to be the principal
market for the security or, if there is no such appropriate
closing sale price on such exchange, at the closing bid price
(unless the Trustee 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 such
exchange or there is no such closing bid price available, such
evaluation shall generally be made by the Trustee in good faith
based on the closing price on the
over-the-counter
market (unless the Trustee deems such price inappropriate as a
basis for evaluation) or if there is no such appropriate closing
price, (a) on current bid prices, (b) if bid prices
are not available, on the basis of current bid prices for
comparable securities, (c) by the Trustees appraising
the value of the securities in good faith on the bid side of the
market, or (d) by any combination thereof.
The Trust adopted the authoritative guidance for fair value
measurements. The guidance also establishes a hierarchy for
inputs used in measuring fair value that maximizes the use of
observable inputs and minimizes the use of unobservable inputs
by requiring that the most observable inputs be used when
available. The guidance
20
SPDR
S&P MidCap 400 ETF Trust
Notes to Financial Statements
September 30, 2011
|
|
Note 2
|
Summary
of Significant Accounting
Policies (continued)
|
establishes three levels of inputs that may be used to measure
fair value. These levels of inputs are summarized at the end of
the Schedule of Investments.
Investment Transactions Investment transactions
are recorded on the trade date. Realized gains and losses from
the sale or disposition of securities are recorded on a specific
identification basis. Dividend income is recorded on the
ex-dividend date. The Trust records distributions received in
excess of income from underlying investments as a reduction of
cost of investments
and/or
realized gain. Such amounts are based on estimates. If actual
amounts are not available then actual amounts of income,
realized gain and return of capital may differ from the
estimated amounts.
Distributions to Unitholders The Trust intends
to declare and distribute dividends from net investment income
quarterly. The Trust will distribute net realized capital gains,
if any, at least annually, unless offset by available capital
loss carryforwards.
U.S. Federal Income Tax 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 the holders
of Units, provided that it distributes on a timely basis at
least 90% of its investment company taxable income
(generally, its taxable income other than net capital gain) for
such taxable year. In addition, provided that the Trust
distributes during each calendar year substantially all of its
ordinary income and capital gains, the Trust will not be subject
to U.S. federal excise tax.
GAAP requires the evaluation of tax positions taken in the
course of preparing the Trusts tax returns to determine
whether the tax positions are more-likely-than-not
to be sustained by the applicable tax authority. Tax benefits of
positions not deemed to meet the more-likely-than-not threshold
would be recorded as a tax expense in the current year. The
Trustee has reviewed the tax positions for the tax years subject
to audit as of September 30, 2011, and has determined that
no provision for income taxes is necessary for the year ended
September 30, 2011. The tax returns of the Trusts
2008, 2009 and 2010 tax years and the year ended
September 30, 2011 remain subject to audit. The Trust has
no unrecognized tax benefits as of September 30, 2011.
21
SPDR
S&P MidCap 400 ETF Trust
Notes to Financial Statements
September 30, 2011
|
|
NOTE 3
|
TRANSACTIONS
WITH THE TRUSTEE AND SPONSOR
|
In accordance with the Trust Agreement, The Bank of New
York Mellon (the Trustee) maintains the Trusts
accounting records, acts as custodian and transfer agent to the
Trust, and provides administrative services, including filing of
all required regulatory reports. The Trustee is also responsible
for determining the composition of the portfolio of securities
which must be delivered in exchange for the issuance of Creation
Units of the Trust, and for adjusting the composition of the
Trusts portfolio from time to time to conform to changes
in the composition
and/or
weighting structure of the S&P MidCap 400 Index. For these
services, the Trustee receives a fee based on the following
annual rates:
|
|
|
Net asset value of the Trust
|
|
Fee as a Percentage of Net Asset Value of the Trust
|
|
$0 - $500,000,000*
|
|
0.14% per annum
|
$500,000,001 - $1,000,000,000*
|
|
0.12% per annum
|
$1,000,000,001 and above*
|
|
0.10% per annum
|
|
|
|
*
|
|
The fee indicated applies to that portion of the net asset value
of the Trust, which falls in the size category indicated.
|
The Trustee voluntarily agreed to reduce its fee for the years
ended September 30, 2011, 2010, and 2009 as disclosed in
the Statements of Operations. The amount of the reduction equals
the Federal Funds Rate, as published in the
Wall Street
Journal
multiplied by the daily balance of the Trusts
cash account, reduced by the amount of reserves for that account
required by the Federal Reserve Board of Governors. The Trustee
reserves the right to discontinue this voluntary fee reduction
in the future.
PDR Services LLC (the Sponsor, a wholly-owned
subsidiary of NYSE Amex LLC, an indirect wholly-owned subsidiary
of NYSE Euronext) agreed to reimburse the Trust for, or assume,
the ordinary operating expenses of the Trust, to the extent such
expenses exceed 0.30% per annum of the daily net asset value of
the Trust as calculated by the Trustee. There were no expenses
assumed by the Sponsor for the years ended September 30,
2011, 2010 and 2009.
The Sponsor retains the ability to be repaid by the Trust for
expenses so reimbursed or assumed to the extent that
subsequently during the year expenses fall below the expense
limitation described above on any given day. At
September 30, 2011, there is no outstanding amount to be
repaid by the Trust to the Sponsor for expenses so reimbursed or
assumed.
22
SPDR
S&P MidCap 400 ETF Trust
Notes to Financial Statements
September 30, 2011
|
|
NOTE 4
|
TRUST TRANSACTIONS
IN UNITS
|
Transactions
in Trust Units were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
|
September 30, 2011
|
|
|
September 30, 2010
|
|
|
|
Units
|
|
|
Amount
|
|
|
Units
|
|
|
Amount
|
|
|
Units sold
|
|
|
101,250,000
|
|
|
$
|
16,547,945,793
|
|
|
|
97,300,000
|
|
|
$
|
13,313,366,931
|
|
Dividend reinvestment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Units issued
|
|
|
1,380
|
|
|
|
233,644
|
|
|
|
3,479
|
|
|
|
444,935
|
|
Units redeemed
|
|
|
(117,650,000
|
)
|
|
|
(19,186,517,255
|
)
|
|
|
(89,800,000
|
)
|
|
|
(12,115,633,927
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase/(decrease)
|
|
|
(16,398,620
|
)
|
|
$
|
(2,638,337,818
|
)
|
|
|
7,503,479
|
|
|
$
|
1,198,177,939
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
|
|
September 30, 2009
|
|
|
|
Units
|
|
|
Amount
|
|
|
Units sold
|
|
|
146,375,000
|
|
|
$
|
14,244,234,768
|
|
Dividend reinvestment
|
|
|
|
|
|
|
|
|
Units issued
|
|
|
7,489
|
|
|
|
753,705
|
|
Units redeemed
|
|
|
(146,225,000
|
)
|
|
|
(14,123,323,990
|
)
|
|
|
|
|
|
|
|
|
|
Net increase
|
|
|
157,489
|
|
|
$
|
121,664,483
|
|
|
|
|
|
|
|
|
|
|
Except under the Trusts dividend reinvestment plan, Units
are issued and redeemed by the Trust for authorized participants
only in Creation Units of 25,000 Units. Such transactions are
permitted only on an in-kind basis, with a balancing cash
component to equate the transaction to the net asset value per
Unit of the Trust on the transaction date. Transaction fees, in
the amount of the lesser of 0.20% of current market value of one
Creation Unit or $3,000, are charged to those persons creating
or redeeming Creation Units. Transaction fees are received by
the Trustee directly from the authorized participants and used
to offset the expense of processing orders. During the year
ended September 30, 2011, the Trustee earned $1,077,000 in
transaction fees. The Trustee, in its sole discretion, may
voluntarily reduce or waive its fee, or modify its transaction
fee schedule, subject to certain limitations. There were no
reductions or waivers of such fees for the year ended
September 30, 2011.
At September 30, 2011, the Trustee and its affiliates held
$1,098,337,794, or 14.21% of fractional undivided interest in
the Trust.
|
|
NOTE 5
|
INVESTMENT
TRANSACTIONS
|
For the year ended September 30, 2011 the Trust had net
in-kind contributions, net in-kind redemptions, purchases and
sales of investment securities of
23
SPDR
S&P MidCap 400 ETF Trust
Notes to Financial Statements
September 30, 2011
|
|
Note 5
|
Investment
Transactions (continued)
|
$16,521,343,600, $19,152,242,733, $1,953,909,712 and
$1,952,931,396, respectively.
|
|
NOTE 6
|
U.S.
FEDERAL INCOME TAX STATUS
|
The following details the tax basis distributions and components
of distributable earnings as of September 30, 2011. The tax
basis components of distributable earnings differ from the
amounts reflected in the Statement of Assets and Liabilities by
temporary book/tax differences primarily arising from wash
sales, distribution payable, post-October losses deferred and
amortization of license fees.
|
|
|
|
|
Cost of investments for federal income tax purposes
|
|
$
|
11,112,316,229
|
|
|
|
|
|
|
Gross unrealized appreciation
|
|
$
|
37,079,558
|
|
Gross unrealized depreciation
|
|
|
(3,451,682,952
|
)
|
|
|
|
|
|
Net unrealized depreciation
|
|
$
|
(3,414,603,394
|
)
|
|
|
|
|
|
Distributable earnings, ordinary income
|
|
$
|
9,743,962
|
|
|
|
|
|
|
Capital loss carryforwards expiring:
|
|
|
|
|
9/30/12
|
|
$
|
(80,183,853
|
)
|
9/30/16
|
|
|
(9,130,465
|
)
|
9/30/17
|
|
|
(163,881,388
|
)
|
9/30/18
|
|
|
(709,669,042
|
)
|
|
|
|
|
|
|
|
$
|
(962,864,748
|
)
|
|
|
|
|
|
For the year ended September 30, 2011, the Trust expired
$75,648,337 of capital loss carryforwards.
To the extent that capital losses are used to offset future
capital gains, it is probable that gains that offset will not be
distributed to Unitholders.
Under the recently enacted Regulated Investment Company
Modernization Act of 2010, the Trust will be permitted to carry
forward capital losses incurred in taxable years beginning after
December 22, 2010 for an unlimited period. However, any
losses incurred during those future taxable years will be
required to be utilized prior to the losses incurred in
pre-enactment taxable years. As a result of this ordering rule,
pre-enactment capital loss carryforwards may have an increased
likelihood to expire unused. Additionally, post-enactment
capital losses that are carried forward will
24
SPDR
S&P MidCap 400 ETF Trust
Notes to Financial Statements
September 30, 2011
|
|
Note 6
|
U.S.
Federal Income Tax Status (continued)
|
retain their character as either short-term or long-term losses
rather than being considered all short-term as under previous
law.
At September 30, 2011 the Trust deferred $103,714,280 of
capital losses arising subsequent to October 31, 2010. For
tax purposes, such losses will be reflected in the year ending
September 30, 2012.
The tax composition of dividends paid during the years ending
September 30, 2011, September 30, 2010 and
September 30, 2009 was ordinary income.
As of September 30, 2011, the Trust had permanent book/tax
differences primarily attributable to gains or losses from
in-kind redemptions, expiration of capital loss carryforwards
and distributions received from real estate investment trusts.
To reflect reclassifications arising from these differences,
accumulated net realized loss on investments was increased by
$1,310,422,912, additional paid-in capital was increased by
$1,311,225,607, and distributions in excess of net investment
income was increased by $802,695.
|
|
NOTE 7
|
REPRESENTATIONS
AND INDEMNIFICATIONS
|
In the normal course of business the Trust enters into contracts
that contain a variety of representations and warranties which
provide general indemnifications. The Trusts maximum
exposure under these arrangements is unknown as this would
involve future claims which may be made against the Trust that
have not yet occurred. However, based on experience, the Trust
expects the risk of loss to be remote.
|
|
NOTE 8
|
RELATED
PARTY TRANSACTIONS
|
The Trustee directs all portfolio securities transactions for
the Trust to ConvergEx (as defined below in Expenses of
the Trust), an affiliate of the Trustee. During the fiscal
years ended September 30, 2011, 2010 and 2009, the Trust
paid $2,829,012, $2,802,928 and $4,407,615, respectively, in
commissions on trades to ConvergEx.
|
|
NOTE 9
|
LICENSE
AGREEMENT
|
The License Agreement grants State Street Global Markets, LLC
(SSGM) a license to use the S&P MidCap 400
Index as a basis for determining the composition of the
Portfolio and to use certain trade names and trademarks of
S&P in connection with the Portfolio. The Trustee on behalf
of the Trust, the Sponsor and the Exchange
25
SPDR
S&P MidCap 400 ETF Trust
Notes to Financial Statements
September 30, 2011
|
|
Note 9
|
License
Agreement (continued)
|
have each received a sublicense from SSGM for the use of the
S&P MidCap 400 Index and such trade names and trademarks in
connection with their rights and duties with respect to the
Trust. The License Agreement may be amended without the consent
of any of the Beneficial Owners of Trust Units. Currently,
the License Agreement is scheduled to terminate on
April 27, 2020, but its term may be extended beyond such
date without the consent of any of the Beneficial Owners of
Trust Units.
Subsequent
Event
On September 15, 2011, a dividend was declared. The
distribution of $0.27 per share is payable on October 31,
2011, to Unitholders of record at the close of business on
September 20, 2011. The ex-dividend date is
September 16, 2011.
The Trustee has evaluated subsequent transactions and events
after the balance sheet date through the date on which these
financial statements were issued and, except as already included
in the notes to the financial statements, has determined that no
additional items require disclosure.
26
SPDR
S&P MidCap 400 ETF Trust
September 30, 2011
|
|
|
|
|
|
|
|
|
Common Stock
|
|
Shares
|
|
Value
|
|
|
99 Cents Only Stores*
|
|
|
381,616
|
|
|
|
$7,029,367
|
|
Aarons, Inc.
|
|
|
635,142
|
|
|
|
16,037,335
|
|
ACI Worldwide, Inc.*
|
|
|
270,258
|
|
|
|
7,442,905
|
|
Acuity Brands, Inc.
|
|
|
349,948
|
|
|
|
12,612,126
|
|
Acxiom Corp.*
|
|
|
658,317
|
|
|
|
7,004,493
|
|
ADTRAN, Inc.
|
|
|
520,299
|
|
|
|
13,767,112
|
|
Advance Auto Parts, Inc.
|
|
|
595,376
|
|
|
|
34,591,346
|
|
Advent Software, Inc.*
|
|
|
265,963
|
|
|
|
5,545,329
|
|
Aecom Technology Corp.*
|
|
|
964,498
|
|
|
|
17,042,680
|
|
Aeropostale, Inc.*
|
|
|
651,924
|
|
|
|
7,047,298
|
|
Affiliated Managers Group, Inc.*
|
|
|
420,343
|
|
|
|
32,807,771
|
|
AGCO Corp.*
|
|
|
778,975
|
|
|
|
26,929,166
|
|
AGL Resources, Inc.
|
|
|
633,544
|
|
|
|
25,810,583
|
|
Alaska Air Group, Inc.*
|
|
|
290,732
|
|
|
|
16,365,304
|
|
Albemarle Corp.
|
|
|
740,783
|
|
|
|
29,927,633
|
|
Alexander & Baldwin, Inc.
|
|
|
336,655
|
|
|
|
12,298,007
|
|
Alexandria Real Estate Equities, Inc.
|
|
|
500,082
|
|
|
|
30,700,034
|
|
Alliance Data Systems Corp.*
|
|
|
411,150
|
|
|
|
38,113,605
|
|
Alliant Energy Corp.
|
|
|
896,133
|
|
|
|
34,662,424
|
|
Alliant Techsystems, Inc.
|
|
|
266,053
|
|
|
|
14,502,549
|
|
Allscripts Healthcare Solutions, Inc.*
|
|
|
1,517,741
|
|
|
|
27,349,693
|
|
AMC Networks, Inc., Class A*
|
|
|
462,823
|
|
|
|
14,787,195
|
|
American Campus Communities, Inc.
|
|
|
561,463
|
|
|
|
20,892,038
|
|
American Eagle Outfitters, Inc.
|
|
|
1,573,763
|
|
|
|
18,444,502
|
|
American Financial Group, Inc.
|
|
|
633,076
|
|
|
|
19,669,671
|
|
American Greetings Corp., Class A
|
|
|
328,399
|
|
|
|
6,075,381
|
|
Amerigroup Corp.*
|
|
|
400,880
|
|
|
|
15,638,329
|
|
AMETEK, Inc.
|
|
|
1,303,880
|
|
|
|
42,988,924
|
|
Ann, Inc.*
|
|
|
421,765
|
|
|
|
9,633,113
|
|
ANSYS, Inc.*
|
|
|
744,744
|
|
|
|
36,522,246
|
|
AOL, Inc.*
|
|
|
863,735
|
|
|
|
10,364,820
|
|
Apollo Investment Corp.
|
|
|
1,585,801
|
|
|
|
11,925,223
|
|
Aptargroup, Inc.
|
|
|
539,196
|
|
|
|
24,085,885
|
|
Aqua America, Inc.
|
|
|
1,117,579
|
|
|
|
24,106,179
|
|
Arch Coal, Inc.
|
|
|
1,720,559
|
|
|
|
25,085,750
|
|
Arrow Electronics, Inc.*
|
|
|
927,924
|
|
|
|
25,777,729
|
|
Arthur J Gallagher & Co.
|
|
|
908,660
|
|
|
|
23,897,758
|
|
Ascena Retail Group, Inc.*
|
|
|
554,743
|
|
|
|
15,016,893
|
|
Ashland, Inc.
|
|
|
629,991
|
|
|
|
27,807,803
|
|
Aspen Insurance Holdings Ltd.
|
|
|
572,005
|
|
|
|
13,178,995
|
|
Associated Banc-Corp.
|
|
|
1,400,152
|
|
|
|
13,021,414
|
|
Astoria Financial Corp.
|
|
|
676,379
|
|
|
|
5,201,354
|
|
Atmel Corp.*
|
|
|
3,759,129
|
|
|
|
30,336,171
|
|
Atmos Energy Corp.
|
|
|
729,009
|
|
|
|
23,656,342
|
|
Atwood Oceanics, Inc.*
|
|
|
456,135
|
|
|
|
15,672,799
|
|
Avnet, Inc.*
|
|
|
1,233,860
|
|
|
|
32,179,069
|
|
Bally Technologies, Inc.*
|
|
|
358,131
|
|
|
|
9,662,374
|
|
BancorpSouth, Inc.
|
|
|
586,500
|
|
|
|
5,149,470
|
|
Bank of Hawaii Corp.
|
|
|
380,471
|
|
|
|
13,849,144
|
|
Barnes & Noble, Inc.
|
|
|
330,440
|
|
|
|
3,909,105
|
|
BE Aerospace, Inc.*
|
|
|
832,972
|
|
|
|
27,579,703
|
|
Bill Barrett Corp.*
|
|
|
383,911
|
|
|
|
13,912,935
|
|
Bio-Rad Laboratories, Inc., Class A*
|
|
|
158,618
|
|
|
|
14,397,756
|
|
Black Hills Corp.
|
|
|
318,463
|
|
|
|
9,757,706
|
|
Bob Evans Farms, Inc.
|
|
|
244,914
|
|
|
|
6,984,947
|
|
BorgWarner, Inc.*
|
|
|
885,069
|
|
|
|
53,573,227
|
|
BRE Properties, Inc.
|
|
|
603,478
|
|
|
|
25,551,258
|
|
Brinker International, Inc.
|
|
|
667,601
|
|
|
|
13,966,213
|
|
Brinks Co.
|
|
|
377,802
|
|
|
|
8,806,565
|
|
Broadridge Financial Solutions, Inc.
|
|
|
997,658
|
|
|
|
20,092,832
|
|
Brown & Brown, Inc.
|
|
|
934,790
|
|
|
|
16,639,262
|
|
Cabot Corp.
|
|
|
528,164
|
|
|
|
13,087,904
|
|
Cadence Design Systems, Inc.*
|
|
|
2,172,913
|
|
|
|
20,077,716
|
|
Camden Property Trust
|
|
|
574,711
|
|
|
|
31,758,530
|
|
Carbo Ceramics, Inc.
|
|
|
160,839
|
|
|
|
16,490,823
|
|
Career Education Corp.*
|
|
|
486,528
|
|
|
|
6,349,190
|
|
Carlisle Cos., Inc.
|
|
|
497,454
|
|
|
|
15,858,833
|
|
Carpenter Technology Corp.
|
|
|
356,628
|
|
|
|
16,009,031
|
|
Catalyst Health Solutions, Inc.*
|
|
|
402,714
|
|
|
|
23,232,571
|
|
Cathay General Bancorp
|
|
|
634,987
|
|
|
|
7,226,152
|
|
Charles River Laboratories International, Inc.*
|
|
|
414,695
|
|
|
|
11,868,571
|
|
Cheesecake Factory, Inc.*
|
|
|
454,942
|
|
|
|
11,214,320
|
|
Chicos FAS, Inc.
|
|
|
1,390,371
|
|
|
|
15,891,941
|
|
Church & Dwight Co., Inc.
|
|
|
1,159,235
|
|
|
|
51,238,187
|
|
Ciena Corp.*
|
|
|
782,305
|
|
|
|
8,761,816
|
|
Cimarex Energy Co.
|
|
|
690,939
|
|
|
|
38,485,302
|
|
City National Corp.
|
|
|
377,990
|
|
|
|
14,272,902
|
|
Clean Harbors, Inc.*
|
|
|
380,985
|
|
|
|
19,544,530
|
|
Cleco Corp.
|
|
|
493,052
|
|
|
|
16,832,795
|
|
Collective Brands, Inc.*
|
|
|
489,075
|
|
|
|
6,338,412
|
|
Commerce Bancshares, Inc.
|
|
|
624,168
|
|
|
|
21,689,838
|
|
Commercial Metals Co.
|
|
|
932,904
|
|
|
|
8,871,917
|
|
Community Health Systems, Inc.*
|
|
|
752,670
|
|
|
|
12,524,429
|
|
Compass Minerals International, Inc.
|
|
|
265,678
|
|
|
|
17,741,977
|
|
Comstock Resources, Inc.*
|
|
|
384,734
|
|
|
|
5,947,988
|
|
Concur Technologies, Inc.*
|
|
|
374,937
|
|
|
|
13,955,155
|
|
Convergys Corp.*
|
|
|
969,030
|
|
|
|
9,089,501
|
|
Con-way, Inc.
|
|
|
448,730
|
|
|
|
9,930,395
|
|
Cooper Cos., Inc.
|
|
|
385,452
|
|
|
|
30,508,526
|
|
Copart, Inc.*
|
|
|
455,516
|
|
|
|
17,819,786
|
|
Corelogic, Inc.*
|
|
|
859,249
|
|
|
|
9,168,187
|
|
Corn Products International, Inc.
|
|
|
619,603
|
|
|
|
24,313,222
|
|
Corporate Executive Board Co.
|
|
|
279,053
|
|
|
|
8,315,779
|
|
Corporate Office Properties Trust SBI MD
|
|
|
580,669
|
|
|
|
12,646,971
|
|
Corrections Corp. of America*
|
|
|
865,414
|
|
|
|
19,636,244
|
|
Cousins Properties, Inc.
|
|
|
837,487
|
|
|
|
4,899,299
|
|
Covance, Inc.*
|
|
|
490,481
|
|
|
|
22,292,361
|
|
Crane Co.
|
|
|
393,806
|
|
|
|
14,054,936
|
|
Cree, Inc.*
|
|
|
934,260
|
|
|
|
24,272,075
|
|
Cullen/Frost Bankers, Inc.
|
|
|
494,523
|
|
|
|
22,678,825
|
|
Cypress Semiconductor Corp.*
|
|
|
1,388,313
|
|
|
|
20,783,046
|
|
Cytec Industries, Inc.
|
|
|
400,387
|
|
|
|
14,069,599
|
|
Deckers Outdoor Corp.*
|
|
|
311,006
|
|
|
|
29,004,420
|
|
Deluxe Corp.
|
|
|
412,074
|
|
|
|
7,664,576
|
|
Dicks Sporting Goods, Inc.*
|
|
|
777,586
|
|
|
|
26,018,028
|
|
Diebold, Inc.
|
|
|
518,432
|
|
|
|
14,262,064
|
|
Digital River, Inc.*
|
|
|
320,444
|
|
|
|
6,642,804
|
|
Dollar Tree, Inc.*
|
|
|
985,205
|
|
|
|
73,998,748
|
|
Domtar Corp.
|
|
|
323,639
|
|
|
|
22,062,471
|
|
Donaldson Co., Inc.
|
|
|
609,627
|
|
|
|
33,407,560
|
|
DPL, Inc.
|
|
|
952,411
|
|
|
|
28,705,668
|
|
DreamWorks Animation SKG, Inc., Class A*
|
|
|
573,215
|
|
|
|
10,421,049
|
|
|
|
|
(*)
|
|
Non-income producing security for
the year ended September 30, 2011.
|
The accompanying notes are an integral part of these financial
statements.
27
SPDR
S&P MidCap 400 ETF Trust
Schedule of Investments (continued)
September 30, 2011
|
|
|
|
|
|
|
|
|
Common Stock
|
|
Shares
|
|
Value
|
|
|
Dresser-Rand Group, Inc.*
|
|
|
644,315
|
|
|
|
$26,114,087
|
|
Dril-Quip, Inc.*
|
|
|
278,172
|
|
|
|
14,996,252
|
|
DST Systems, Inc.
|
|
|
285,585
|
|
|
|
12,517,191
|
|
Duke Realty Corp.
|
|
|
2,041,174
|
|
|
|
21,432,327
|
|
East West Bancorp, Inc.
|
|
|
1,202,469
|
|
|
|
17,928,813
|
|
Eastman Kodak Co.*
|
|
|
2,172,489
|
|
|
|
1,694,759
|
|
Eaton Vance Corp.
|
|
|
947,391
|
|
|
|
21,098,398
|
|
Endo Pharmaceuticals Holdings, Inc.*
|
|
|
941,413
|
|
|
|
26,350,150
|
|
Energen Corp.
|
|
|
582,010
|
|
|
|
23,798,389
|
|
Energizer Holdings, Inc.*
|
|
|
555,235
|
|
|
|
36,889,813
|
|
Equinix, Inc.*
|
|
|
379,787
|
|
|
|
33,736,479
|
|
Equity One, Inc.
|
|
|
481,401
|
|
|
|
7,635,020
|
|
Essex Property Trust, Inc.
|
|
|
264,227
|
|
|
|
31,717,809
|
|
Esterline Technologies Corp.*
|
|
|
247,184
|
|
|
|
12,814,019
|
|
Everest Re Group Ltd.
|
|
|
438,857
|
|
|
|
34,836,469
|
|
Exterran Holdings, Inc.*
|
|
|
516,260
|
|
|
|
5,018,047
|
|
FactSet Research Systems, Inc.
|
|
|
370,068
|
|
|
|
32,924,950
|
|
Fair Isaac Corp.
|
|
|
311,784
|
|
|
|
6,806,245
|
|
Fairchild Semiconductor International, Inc., Class A*
|
|
|
1,030,985
|
|
|
|
11,134,638
|
|
Federal Realty Investment Trust
|
|
|
507,145
|
|
|
|
41,793,819
|
|
Fidelity National Financial, Inc., Class A
|
|
|
1,804,618
|
|
|
|
27,394,101
|
|
First American Financial Corp.
|
|
|
850,637
|
|
|
|
10,888,154
|
|
First Niagara Financial Group, Inc.
|
|
|
2,380,983
|
|
|
|
21,785,994
|
|
FirstMerit Corp.
|
|
|
882,065
|
|
|
|
10,020,258
|
|
Flowers Foods, Inc.
|
|
|
914,263
|
|
|
|
17,791,558
|
|
Foot Locker, Inc.
|
|
|
1,235,091
|
|
|
|
24,812,978
|
|
Forest Oil Corp.*
|
|
|
923,490
|
|
|
|
13,298,256
|
|
Fossil, Inc.*
|
|
|
427,980
|
|
|
|
34,692,059
|
|
FTI Consulting, Inc.*
|
|
|
335,551
|
|
|
|
12,351,632
|
|
Fulton Financial Corp.
|
|
|
1,613,263
|
|
|
|
12,341,462
|
|
Gardner Denver, Inc.
|
|
|
422,532
|
|
|
|
26,851,909
|
|
Gartner, Inc.*
|
|
|
779,424
|
|
|
|
27,178,515
|
|
GATX Corp.
|
|
|
376,282
|
|
|
|
11,660,979
|
|
General Cable Corp.*
|
|
|
421,211
|
|
|
|
9,835,277
|
|
Gen-Probe, Inc.*
|
|
|
389,054
|
|
|
|
22,273,341
|
|
Gentex Corp.
|
|
|
1,155,632
|
|
|
|
27,792,950
|
|
Global Payments, Inc.
|
|
|
648,675
|
|
|
|
26,199,983
|
|
Graco, Inc.
|
|
|
491,345
|
|
|
|
16,774,518
|
|
Granite Construction, Inc.
|
|
|
281,045
|
|
|
|
5,275,215
|
|
Great Plains Energy, Inc.
|
|
|
1,098,218
|
|
|
|
21,195,607
|
|
Green Mountain Coffee Roasters, Inc.*
|
|
|
1,038,373
|
|
|
|
96,506,387
|
|
Greenhill & Co., Inc.
|
|
|
235,203
|
|
|
|
6,724,454
|
|
Greif, Inc., Class A
|
|
|
248,407
|
|
|
|
10,654,176
|
|
Guess?, Inc.
|
|
|
539,392
|
|
|
|
15,367,278
|
|
Hancock Holding Co.
|
|
|
683,877
|
|
|
|
18,314,226
|
|
Hanesbrands, Inc.*
|
|
|
784,355
|
|
|
|
19,616,719
|
|
Hanover Insurance Group, Inc.
|
|
|
367,097
|
|
|
|
13,031,943
|
|
Hansen Natural Corp.*
|
|
|
622,411
|
|
|
|
54,330,256
|
|
Harsco Corp.
|
|
|
651,728
|
|
|
|
12,637,006
|
|
Hawaiian Electric Industries, Inc.
|
|
|
774,187
|
|
|
|
18,797,260
|
|
HCC Insurance Holdings, Inc.
|
|
|
888,207
|
|
|
|
24,025,999
|
|
Health Management Associates, Inc., Class A*
|
|
|
2,051,798
|
|
|
|
14,198,442
|
|
Health NET, Inc.*
|
|
|
719,323
|
|
|
|
17,055,148
|
|
Helix Energy Solutions Group, Inc.*
|
|
|
855,454
|
|
|
|
11,206,447
|
|
Henry Schein, Inc.*
|
|
|
746,228
|
|
|
|
46,273,598
|
|
Herman Miller, Inc.
|
|
|
469,412
|
|
|
|
8,383,698
|
|
Highwoods Properties, Inc.
|
|
|
584,597
|
|
|
|
16,520,711
|
|
Hill-Rom Holdings, Inc.
|
|
|
509,948
|
|
|
|
15,308,639
|
|
HNI Corp.
|
|
|
361,599
|
|
|
|
6,917,389
|
|
Hollyfrontier Corp.
|
|
|
1,696,169
|
|
|
|
44,473,551
|
|
Hologic, Inc.*
|
|
|
2,116,667
|
|
|
|
32,194,505
|
|
Home Properties, Inc.
|
|
|
383,209
|
|
|
|
21,750,943
|
|
Hospitality Properties Trust
|
|
|
996,843
|
|
|
|
21,162,977
|
|
Hubbell, Inc., Class B
|
|
|
484,014
|
|
|
|
23,978,054
|
|
Huntington Ingalls Industries, Inc.*
|
|
|
394,066
|
|
|
|
9,587,626
|
|
IDACORP, Inc.
|
|
|
401,401
|
|
|
|
15,164,930
|
|
IDEX Corp.
|
|
|
670,828
|
|
|
|
20,903,000
|
|
IDEXX Laboratories, Inc.*
|
|
|
459,000
|
|
|
|
31,657,230
|
|
Informatica Corp.*
|
|
|
861,421
|
|
|
|
35,275,190
|
|
Ingram Micro, Inc., Class A*
|
|
|
1,271,282
|
|
|
|
20,505,779
|
|
Integrated Device Technology, Inc.*
|
|
|
1,180,324
|
|
|
|
6,078,669
|
|
International Bancshares Corp.
|
|
|
430,731
|
|
|
|
5,664,113
|
|
International Rectifier Corp.*
|
|
|
565,367
|
|
|
|
10,527,134
|
|
International Speedway Corp., Class A
|
|
|
230,256
|
|
|
|
5,259,047
|
|
Intersil Corp., Class A
|
|
|
1,016,383
|
|
|
|
10,458,581
|
|
Intrepid Potash, Inc.*
|
|
|
425,050
|
|
|
|
10,570,993
|
|
Itron, Inc.*
|
|
|
328,611
|
|
|
|
9,694,024
|
|
ITT Educational Services, Inc.*
|
|
|
163,656
|
|
|
|
9,423,312
|
|
Jack Henry & Associates, Inc.
|
|
|
697,627
|
|
|
|
20,217,230
|
|
JB Hunt Transport Services, Inc.
|
|
|
747,356
|
|
|
|
26,994,499
|
|
Jefferies Group, Inc.
|
|
|
1,191,584
|
|
|
|
14,787,557
|
|
JetBlue Airways Corp.*
|
|
|
1,648,065
|
|
|
|
6,757,066
|
|
John Wiley & Sons, Inc., Class A
|
|
|
383,568
|
|
|
|
17,038,091
|
|
Jones Lang LaSalle, Inc.
|
|
|
350,731
|
|
|
|
18,171,373
|
|
Kansas City Southern*
|
|
|
886,736
|
|
|
|
44,301,331
|
|
KB Home
|
|
|
583,021
|
|
|
|
3,416,503
|
|
KBR, Inc.
|
|
|
1,217,576
|
|
|
|
28,771,321
|
|
Kemper Corp.
|
|
|
405,212
|
|
|
|
9,708,879
|
|
Kennametal, Inc.
|
|
|
656,121
|
|
|
|
21,481,402
|
|
Kindred Healthcare, Inc.*
|
|
|
420,787
|
|
|
|
3,627,184
|
|
Kinetic Concepts, Inc.*
|
|
|
503,032
|
|
|
|
33,144,778
|
|
Kirby Corp.*
|
|
|
449,334
|
|
|
|
23,652,942
|
|
Korn/Ferry International*
|
|
|
380,178
|
|
|
|
4,634,370
|
|
Lam Research Corp.*
|
|
|
999,520
|
|
|
|
37,961,770
|
|
Lamar Advertising Co., Class A*
|
|
|
472,566
|
|
|
|
8,047,799
|
|
Lancaster Colony Corp.
|
|
|
161,165
|
|
|
|
9,832,677
|
|
Landstar System, Inc.
|
|
|
385,305
|
|
|
|
15,242,666
|
|
Lender Processing Services, Inc.
|
|
|
681,362
|
|
|
|
9,327,846
|
|
Lennox International, Inc.
|
|
|
428,958
|
|
|
|
11,058,537
|
|
Liberty Property Trust
|
|
|
933,942
|
|
|
|
27,187,052
|
|
Life Time Fitness, Inc.*
|
|
|
341,798
|
|
|
|
12,595,256
|
|
LifePoint Hospitals, Inc.*
|
|
|
419,887
|
|
|
|
15,384,660
|
|
Lincare Holdings, Inc.
|
|
|
754,329
|
|
|
|
16,972,402
|
|
Lincoln Electric Holdings, Inc.
|
|
|
679,924
|
|
|
|
19,724,595
|
|
LKQ Corp.*
|
|
|
1,182,382
|
|
|
|
28,566,349
|
|
Louisiana-Pacific Corp.*
|
|
|
1,067,075
|
|
|
|
5,442,082
|
|
Macerich Co.
|
|
|
1,065,180
|
|
|
|
45,408,623
|
|
Mack-Cali Realty Corp.
|
|
|
702,887
|
|
|
|
18,802,227
|
|
Manpower, Inc.
|
|
|
661,566
|
|
|
|
22,241,849
|
|
ManTech International Corp., Class A
|
|
|
186,888
|
|
|
|
5,864,545
|
|
Martin Marietta Materials, Inc.
|
|
|
368,869
|
|
|
|
23,319,898
|
|
|
|
|
(*)
|
|
Non-income producing security for
the year ended September 30, 2011.
|
The accompanying notes are an integral part of these financial
statements.
28
SPDR
S&P MidCap 400 ETF Trust
Schedule of Investments (continued)
September 30, 2011
|
|
|
|
|
|
|
|
|
Common Stock
|
|
Shares
|
|
Value
|
|
|
Masimo Corp.
|
|
|
483,924
|
|
|
|
$10,476,955
|
|
Matthews International Corp., Class A
|
|
|
236,055
|
|
|
|
7,261,052
|
|
MDC Holdings, Inc.
|
|
|
303,185
|
|
|
|
5,135,954
|
|
MDU Resources Group, Inc.
|
|
|
1,524,436
|
|
|
|
29,253,927
|
|
Medicis Pharmaceutical Corp., Class A
|
|
|
511,611
|
|
|
|
18,663,569
|
|
Mednax, Inc.*
|
|
|
393,789
|
|
|
|
24,666,943
|
|
Mentor Graphics Corp.*
|
|
|
753,497
|
|
|
|
7,248,641
|
|
Mercury General Corp.
|
|
|
292,199
|
|
|
|
11,205,832
|
|
Meredith Corp.
|
|
|
301,592
|
|
|
|
6,828,043
|
|
Mettler-Toledo International, Inc.*
|
|
|
257,462
|
|
|
|
36,034,381
|
|
MICROS Systems, Inc.*
|
|
|
652,445
|
|
|
|
28,648,860
|
|
Mine Safety Appliances Co.
|
|
|
248,432
|
|
|
|
6,697,727
|
|
Minerals Technologies, Inc.
|
|
|
145,961
|
|
|
|
7,191,498
|
|
Mohawk Industries, Inc.*
|
|
|
460,822
|
|
|
|
19,773,872
|
|
MSC Industrial Direct Co., Class A
|
|
|
376,995
|
|
|
|
21,285,138
|
|
MSCI, Inc., Class A*
|
|
|
972,705
|
|
|
|
29,502,143
|
|
National Fuel Gas Co.
|
|
|
667,992
|
|
|
|
32,517,851
|
|
National Instruments Corp.
|
|
|
746,924
|
|
|
|
17,074,683
|
|
NCR Corp.*
|
|
|
1,270,133
|
|
|
|
21,452,546
|
|
NeuStar, Inc., Class A*
|
|
|
592,291
|
|
|
|
14,890,196
|
|
New York Community Bancorp, Inc.
|
|
|
3,532,060
|
|
|
|
42,031,514
|
|
New York Times Co., Class A*
|
|
|
976,272
|
|
|
|
5,672,140
|
|
Newmarket Corp.
|
|
|
88,248
|
|
|
|
13,402,224
|
|
Nordson Corp.
|
|
|
481,450
|
|
|
|
19,132,823
|
|
Northern Oil And Gas, Inc.*
|
|
|
509,809
|
|
|
|
9,885,196
|
|
NSTAR
|
|
|
836,427
|
|
|
|
37,480,294
|
|
NV Energy, Inc.
|
|
|
1,905,544
|
|
|
|
28,030,552
|
|
NVR, Inc.*
|
|
|
43,857
|
|
|
|
26,488,751
|
|
Oceaneering International, Inc.
|
|
|
876,373
|
|
|
|
30,971,022
|
|
Office Depot, Inc.*
|
|
|
2,261,185
|
|
|
|
4,658,041
|
|
OGE Energy Corp.
|
|
|
791,099
|
|
|
|
37,806,621
|
|
Oil States International, Inc.*
|
|
|
414,475
|
|
|
|
21,105,067
|
|
Old Republic International Corp.
|
|
|
2,062,015
|
|
|
|
18,393,174
|
|
Olin Corp.
|
|
|
647,424
|
|
|
|
11,660,106
|
|
Omega Healthcare Investors, Inc.
|
|
|
832,475
|
|
|
|
13,261,327
|
|
Omnicare, Inc.
|
|
|
935,116
|
|
|
|
23,780,000
|
|
Oshkosh Corp.*
|
|
|
736,251
|
|
|
|
11,588,591
|
|
Overseas Shipholding Group, Inc.
|
|
|
211,555
|
|
|
|
2,906,766
|
|
Owens & Minor, Inc.
|
|
|
514,846
|
|
|
|
14,662,814
|
|
Packaging Corp. of America
|
|
|
805,244
|
|
|
|
18,762,185
|
|
Panera Bread Co., Class A*
|
|
|
245,697
|
|
|
|
25,537,746
|
|
Parametric Technology Corp.*
|
|
|
948,271
|
|
|
|
14,584,408
|
|
Patriot Coal Corp.*
|
|
|
737,450
|
|
|
|
6,238,827
|
|
Patterson-UTI Energy, Inc.
|
|
|
1,256,836
|
|
|
|
21,793,536
|
|
Pentair, Inc.
|
|
|
797,501
|
|
|
|
25,528,007
|
|
Perrigo Co.
|
|
|
749,300
|
|
|
|
72,764,523
|
|
PetSmart, Inc.
|
|
|
910,351
|
|
|
|
38,826,470
|
|
Pharmaceutical Product Development, Inc.
|
|
|
919,667
|
|
|
|
23,598,655
|
|
Plains Exploration & Production Co.*
|
|
|
1,138,525
|
|
|
|
25,855,903
|
|
Plantronics, Inc.
|
|
|
377,068
|
|
|
|
10,727,585
|
|
PNM Resources, Inc.
|
|
|
699,856
|
|
|
|
11,498,634
|
|
Polaris Industries, Inc.
|
|
|
558,215
|
|
|
|
27,894,004
|
|
Polycom, Inc.*
|
|
|
1,428,169
|
|
|
|
26,235,465
|
|
Potlatch Corp.
|
|
|
324,503
|
|
|
|
10,228,335
|
|
Prosperity Bancshares, Inc.
|
|
|
378,634
|
|
|
|
12,373,759
|
|
Protective Life Corp.
|
|
|
683,844
|
|
|
|
10,688,482
|
|
Pvh Corp.
|
|
|
545,484
|
|
|
|
31,768,988
|
|
QLogic Corp.*
|
|
|
839,284
|
|
|
|
10,642,121
|
|
Quest Software, Inc.*
|
|
|
471,617
|
|
|
|
7,489,278
|
|
Questar Corp.
|
|
|
1,433,307
|
|
|
|
25,383,867
|
|
Quicksilver Resources, Inc.*
|
|
|
967,208
|
|
|
|
7,331,437
|
|
Rackspace Hosting, Inc.*
|
|
|
831,920
|
|
|
|
28,401,749
|
|
RadioShack Corp.
|
|
|
805,676
|
|
|
|
9,361,955
|
|
Ralcorp Holdings, Inc.*
|
|
|
445,185
|
|
|
|
34,150,141
|
|
Raymond James Financial, Inc.
|
|
|
828,114
|
|
|
|
21,497,839
|
|
Rayonier, Inc.
|
|
|
983,639
|
|
|
|
36,188,079
|
|
Realty Income Corp.
|
|
|
1,024,428
|
|
|
|
33,027,559
|
|
Regal-Beloit Corp.
|
|
|
335,257
|
|
|
|
15,213,963
|
|
Regency Centers Corp.
|
|
|
725,962
|
|
|
|
25,648,237
|
|
Regis Corp.
|
|
|
466,131
|
|
|
|
6,567,786
|
|
Reinsurance Group of America, Inc., Class A
|
|
|
598,290
|
|
|
|
27,491,425
|
|
Reliance Steel & Aluminum Co.
|
|
|
604,643
|
|
|
|
20,563,908
|
|
Rent-A-Center,
Inc., Class A
|
|
|
497,731
|
|
|
|
13,662,716
|
|
ResMed, Inc.*
|
|
|
1,223,546
|
|
|
|
35,225,889
|
|
RF Micro Devices, Inc.*
|
|
|
2,231,534
|
|
|
|
14,147,926
|
|
Riverbed Technology, Inc.*
|
|
|
1,254,822
|
|
|
|
25,046,247
|
|
Rock-Tenn Co., Class A
|
|
|
574,996
|
|
|
|
27,990,805
|
|
Rollins, Inc.
|
|
|
521,933
|
|
|
|
9,765,366
|
|
Rovi Corp.*
|
|
|
898,403
|
|
|
|
38,613,361
|
|
RPM International, Inc.
|
|
|
1,058,762
|
|
|
|
19,798,849
|
|
Ruddick Corp.
|
|
|
396,821
|
|
|
|
15,472,051
|
|
Ryland Group, Inc.
|
|
|
358,588
|
|
|
|
3,818,962
|
|
Saks, Inc.*
|
|
|
1,291,927
|
|
|
|
11,304,361
|
|
Scholastic Corp.
|
|
|
203,384
|
|
|
|
5,700,853
|
|
Scientific Games Corp., Class A*
|
|
|
468,638
|
|
|
|
3,336,703
|
|
Scotts Miracle-Gro Co., Class A
|
|
|
360,344
|
|
|
|
16,071,342
|
|
SEI Investments Co.
|
|
|
1,208,904
|
|
|
|
18,592,943
|
|
Semtech Corp.*
|
|
|
527,830
|
|
|
|
11,137,213
|
|
Senior Housing Properties Trust
|
|
|
1,238,440
|
|
|
|
26,675,998
|
|
Sensient Technologies Corp.
|
|
|
404,405
|
|
|
|
13,163,383
|
|
Service Corp. International
|
|
|
1,913,678
|
|
|
|
17,529,290
|
|
Shaw Group, Inc.*
|
|
|
583,347
|
|
|
|
12,681,964
|
|
Silgan Holdings, Inc.
|
|
|
402,103
|
|
|
|
14,773,264
|
|
Silicon Laboratories, Inc.*
|
|
|
357,378
|
|
|
|
11,975,737
|
|
Skyworks Solutions, Inc.*
|
|
|
1,504,126
|
|
|
|
26,984,020
|
|
SL Green Realty Corp.
|
|
|
690,091
|
|
|
|
40,128,792
|
|
SM Energy Co.
|
|
|
514,626
|
|
|
|
31,212,067
|
|
Smithfield Foods, Inc.*
|
|
|
1,332,426
|
|
|
|
25,982,307
|
|
Solera Holdings, Inc.
|
|
|
572,070
|
|
|
|
28,889,535
|
|
Sonoco Products Co.
|
|
|
806,630
|
|
|
|
22,771,165
|
|
Sothebys
|
|
|
545,468
|
|
|
|
15,038,553
|
|
Southern Union Co.
|
|
|
1,007,271
|
|
|
|
40,864,984
|
|
SPX Corp.
|
|
|
412,661
|
|
|
|
18,697,670
|
|
StanCorp Financial Group, Inc.
|
|
|
359,659
|
|
|
|
9,915,799
|
|
Steel Dynamics, Inc.
|
|
|
1,765,691
|
|
|
|
17,515,655
|
|
STERIS Corp.
|
|
|
478,565
|
|
|
|
14,007,598
|
|
Strayer Education, Inc.
|
|
|
96,961
|
|
|
|
7,434,000
|
|
Superior Energy Services, Inc.*
|
|
|
644,511
|
|
|
|
16,911,969
|
|
SVB Financial Group*
|
|
|
348,978
|
|
|
|
12,912,186
|
|
Synopsys, Inc.*
|
|
|
1,163,192
|
|
|
|
28,335,357
|
|
Synovus Financial Corp.
|
|
|
6,386,816
|
|
|
|
6,833,893
|
|
Taubman Centers, Inc.
|
|
|
467,444
|
|
|
|
23,517,108
|
|
TCF Financial Corp.
|
|
|
1,289,058
|
|
|
|
11,807,771
|
|
Tech Data Corp.*
|
|
|
350,470
|
|
|
|
15,150,818
|
|
Techne Corp.
|
|
|
299,420
|
|
|
|
20,363,554
|
|
|
|
|
(*)
|
|
Non-income producing security for
the year ended September 30, 2011.
|
The accompanying notes are an integral part of these financial
statements.
29
SPDR
S&P MidCap 400 ETF Trust
Schedule of Investments (continued)
September 30, 2011
|
|
|
|
|
|
|
|
|
Common Stock
|
|
Shares
|
|
Value
|
|
|
Teleflex, Inc.
|
|
|
328,488
|
|
|
|
$17,662,800
|
|
Telephone & Data Systems, Inc.
|
|
|
742,515
|
|
|
|
15,778,444
|
|
Temple-Inland, Inc.
|
|
|
877,297
|
|
|
|
27,520,807
|
|
Terex Corp.*
|
|
|
884,988
|
|
|
|
9,079,977
|
|
Thomas & Betts Corp.*
|
|
|
424,239
|
|
|
|
16,931,378
|
|
Thor Industries, Inc.
|
|
|
360,711
|
|
|
|
7,989,749
|
|
Thoratec Corp.*
|
|
|
482,396
|
|
|
|
15,745,405
|
|
TIBCO Software, Inc.*
|
|
|
1,313,680
|
|
|
|
29,413,295
|
|
Tidewater, Inc.
|
|
|
418,982
|
|
|
|
17,618,193
|
|
Timken Co.
|
|
|
681,534
|
|
|
|
22,367,946
|
|
Toll Brothers, Inc.*
|
|
|
1,187,610
|
|
|
|
17,137,212
|
|
Tootsie Roll Industries, Inc.
|
|
|
200,899
|
|
|
|
4,845,684
|
|
Towers Watson & Co., Class A
|
|
|
424,789
|
|
|
|
25,393,886
|
|
Tractor Supply Co.
|
|
|
576,594
|
|
|
|
36,065,955
|
|
Transatlantic Holdings, Inc.
|
|
|
504,541
|
|
|
|
24,480,329
|
|
Trimble Navigation Ltd.*
|
|
|
991,566
|
|
|
|
33,267,039
|
|
Trinity Industries, Inc.
|
|
|
647,294
|
|
|
|
13,858,565
|
|
Triumph Group, Inc.
|
|
|
308,924
|
|
|
|
15,056,956
|
|
Trustmark Corp.
|
|
|
517,744
|
|
|
|
9,397,054
|
|
Tupperware Brands Corp.
|
|
|
489,409
|
|
|
|
26,300,840
|
|
tw Telecom, Inc., Class A*
|
|
|
1,216,932
|
|
|
|
20,103,717
|
|
UDR, Inc.
|
|
|
1,768,997
|
|
|
|
39,165,594
|
|
UGI Corp.
|
|
|
902,767
|
|
|
|
23,715,689
|
|
Under Armour, Inc., Class A*
|
|
|
295,565
|
|
|
|
19,628,472
|
|
Unit Corp.*
|
|
|
334,434
|
|
|
|
12,347,303
|
|
United Rentals, Inc.*
|
|
|
505,767
|
|
|
|
8,517,116
|
|
United Therapeutics Corp.*
|
|
|
419,088
|
|
|
|
15,711,609
|
|
Universal Corp.
|
|
|
187,556
|
|
|
|
6,725,758
|
|
Universal Health Services, Inc., Class B
|
|
|
789,506
|
|
|
|
26,843,204
|
|
URS Corp.*
|
|
|
642,762
|
|
|
|
19,064,321
|
|
UTI Worldwide, Inc.
|
|
|
829,805
|
|
|
|
10,820,657
|
|
Valassis Communications, Inc.*
|
|
|
380,382
|
|
|
|
7,128,359
|
|
Valley National Bancorp
|
|
|
1,372,669
|
|
|
|
14,536,565
|
|
Valmont Industries, Inc.
|
|
|
181,407
|
|
|
|
14,138,862
|
|
Valspar Corp.
|
|
|
754,663
|
|
|
|
23,553,032
|
|
ValueClick, Inc.*
|
|
|
668,941
|
|
|
|
10,408,722
|
|
Varian Semiconductor Equipment Associates, Inc.*
|
|
|
608,955
|
|
|
|
37,237,598
|
|
VCA Antech, Inc.*
|
|
|
699,220
|
|
|
|
11,173,536
|
|
Vectren Corp.
|
|
|
660,367
|
|
|
|
17,882,738
|
|
Verifone Systems, Inc.*
|
|
|
837,577
|
|
|
|
29,331,947
|
|
Vertex Pharmaceuticals, Inc.*
|
|
|
1,680,243
|
|
|
|
74,838,023
|
|
Vishay Intertechnology, Inc.*
|
|
|
1,269,029
|
|
|
|
10,609,082
|
|
Wabtec Corp.
|
|
|
389,608
|
|
|
|
20,598,575
|
|
Waddell & Reed Financial, Inc., Class A
|
|
|
694,982
|
|
|
|
17,381,500
|
|
Warnaco Group, Inc.*
|
|
|
347,173
|
|
|
|
16,001,204
|
|
Washington Federal, Inc.
|
|
|
890,517
|
|
|
|
11,345,187
|
|
Waste Connections, Inc.
|
|
|
912,711
|
|
|
|
30,867,886
|
|
Watsco, Inc.
|
|
|
228,785
|
|
|
|
11,690,913
|
|
Webster Financial Corp.
|
|
|
593,693
|
|
|
|
9,083,503
|
|
Weingarten Realty Investors
|
|
|
975,709
|
|
|
|
20,655,759
|
|
WellCare Health Plans, Inc.*
|
|
|
344,960
|
|
|
|
13,101,581
|
|
Wendys Co.
|
|
|
2,430,998
|
|
|
|
11,158,281
|
|
Werner Enterprises, Inc.
|
|
|
358,604
|
|
|
|
7,469,721
|
|
Westamerica Bancorporation
|
|
|
230,313
|
|
|
|
8,825,594
|
|
Westar Energy, Inc.
|
|
|
935,157
|
|
|
|
24,706,848
|
|
WGL Holdings, Inc.
|
|
|
414,230
|
|
|
|
16,183,966
|
|
Williams-Sonoma, Inc.
|
|
|
843,946
|
|
|
|
25,985,097
|
|
WMS Industries, Inc.*
|
|
|
449,994
|
|
|
|
7,915,394
|
|
Woodward, Inc.
|
|
|
483,399
|
|
|
|
13,245,133
|
|
Worthington Industries, Inc.
|
|
|
445,634
|
|
|
|
6,225,507
|
|
WR Berkley Corp.
|
|
|
916,525
|
|
|
|
27,211,627
|
|
Zebra Technologies Corp., Class A*
|
|
|
434,887
|
|
|
|
13,455,404
|
|
|
|
|
|
|
|
|
|
|
Total Investments (Cost $11,018,343,460)
|
|
|
|
|
|
|
$7,697,712,835
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
Non-income producing security for
the year ended September 30, 2011.
|
|
|
|
(*)
|
|
Non-income producing security for
the year ended September 30, 2011.
|
The accompanying notes are an integral part of these financial
statements.
30
SPDR
S&P MidCap 400 ETF Trust
Schedule of Investments (continued)
September 30, 2011
The securities of the SPDR S&P MidCap 400 ETF Trusts
investment portfolio categorized by industry group, as a
percentage of total investments at value, are as follows:
|
|
|
|
|
|
|
|
|
Industry Classification
|
|
Value
|
|
Percentage
|
|
|
REITS
|
|
|
$601,940,012
|
|
|
|
7.82
|
%
|
Retail
|
|
|
530,604,093
|
|
|
|
6.89
|
%
|
Commercial Services
|
|
|
372,392,812
|
|
|
|
4.84
|
%
|
Healthcare-Products
|
|
|
324,842,819
|
|
|
|
4.22
|
%
|
Insurance
|
|
|
322,657,900
|
|
|
|
4.19
|
%
|
Electric
|
|
|
313,893,267
|
|
|
|
4.08
|
%
|
Semiconductors
|
|
|
288,142,133
|
|
|
|
3.74
|
%
|
Software
|
|
|
275,655,943
|
|
|
|
3.58
|
%
|
Banks
|
|
|
247,926,942
|
|
|
|
3.22
|
%
|
Electronics
|
|
|
237,756,287
|
|
|
|
3.09
|
%
|
Gas
|
|
|
229,814,409
|
|
|
|
2.99
|
%
|
Oil & Gas Services
|
|
|
228,384,529
|
|
|
|
2.97
|
%
|
Miscellaneous Manufacturing
|
|
|
188,502,963
|
|
|
|
2.45
|
%
|
Chemicals
|
|
|
184,233,025
|
|
|
|
2.39
|
%
|
Healthcare-Services
|
|
|
182,304,683
|
|
|
|
2.37
|
%
|
Computers
|
|
|
177,805,853
|
|
|
|
2.31
|
%
|
Pharmaceuticals
|
|
|
175,964,348
|
|
|
|
2.29
|
%
|
Transportation
|
|
|
171,235,176
|
|
|
|
2.22
|
%
|
Oil & Gas
|
|
|
154,645,458
|
|
|
|
2.01
|
%
|
Beverages
|
|
|
150,836,643
|
|
|
|
1.96
|
%
|
Machinery-Diversified
|
|
|
144,645,395
|
|
|
|
1.88
|
%
|
Food
|
|
|
132,387,639
|
|
|
|
1.72
|
%
|
Telecommunications
|
|
|
124,412,258
|
|
|
|
1.62
|
%
|
Packaging & Containers
|
|
|
122,472,403
|
|
|
|
1.59
|
%
|
Internet
|
|
|
118,967,869
|
|
|
|
1.54
|
%
|
Biotechnology
|
|
|
116,815,959
|
|
|
|
1.52
|
%
|
Diversified Financial Services
|
|
|
114,297,519
|
|
|
|
1.48
|
%
|
Electrical Components & Equipment
|
|
|
113,692,067
|
|
|
|
1.48
|
%
|
Distribution/Wholesale
|
|
|
110,117,914
|
|
|
|
1.43
|
%
|
Household Products/Wares
|
|
|
99,685,752
|
|
|
|
1.30
|
%
|
Apparel
|
|
|
$84,250,813
|
|
|
|
1.09
|
%
|
Media
|
|
|
82,951,272
|
|
|
|
1.08
|
%
|
Engineering & Construction
|
|
|
82,835,500
|
|
|
|
1.08
|
%
|
Savings & Loans
|
|
|
80,364,050
|
|
|
|
1.04
|
%
|
Aerospace/Defense
|
|
|
69,953,226
|
|
|
|
0.91
|
%
|
Forest Products & Paper
|
|
|
68,478,884
|
|
|
|
0.89
|
%
|
Home Builders
|
|
|
63,987,131
|
|
|
|
0.83
|
%
|
Environmental Control
|
|
|
57,110,143
|
|
|
|
0.74
|
%
|
Hand/Machine Tools
|
|
|
56,419,959
|
|
|
|
0.73
|
%
|
Iron/Steel
|
|
|
54,088,594
|
|
|
|
0.70
|
%
|
Auto Parts & Equipment
|
|
|
53,573,227
|
|
|
|
0.70
|
%
|
Metal Fabricate/Hardware
|
|
|
51,604,231
|
|
|
|
0.67
|
%
|
Leisure Time
|
|
|
48,404,654
|
|
|
|
0.63
|
%
|
Building Materials
|
|
|
39,820,518
|
|
|
|
0.52
|
%
|
Coal
|
|
|
31,324,577
|
|
|
|
0.41
|
%
|
Entertainment
|
|
|
28,679,173
|
|
|
|
0.37
|
%
|
Water
|
|
|
24,106,179
|
|
|
|
0.31
|
%
|
Airlines
|
|
|
23,122,371
|
|
|
|
0.30
|
%
|
Textiles
|
|
|
19,773,872
|
|
|
|
0.26
|
%
|
Real Estate
|
|
|
18,171,373
|
|
|
|
0.24
|
%
|
Mining
|
|
|
17,741,977
|
|
|
|
0.23
|
%
|
Office Furnishings
|
|
|
15,301,087
|
|
|
|
0.20
|
%
|
Investment Companies
|
|
|
11,925,224
|
|
|
|
0.15
|
%
|
Trucking & Leasing
|
|
|
11,660,979
|
|
|
|
0.15
|
%
|
Auto Manufacturers
|
|
|
11,588,591
|
|
|
|
0.15
|
%
|
Shipbuilding
|
|
|
9,587,626
|
|
|
|
0.12
|
%
|
Machinery-Construction & Mining
|
|
|
9,079,977
|
|
|
|
0.12
|
%
|
Advertising
|
|
|
8,047,799
|
|
|
|
0.10
|
%
|
Agriculture
|
|
|
6,725,758
|
|
|
|
0.09
|
%
|
|
Total
|
|
|
$7,697,712,835
|
|
|
|
100.00
|
%
|
|
|
The accompanying notes are an integral part of these financial
statements.
31
SPDR
S&P MidCap 400 ETF Trust
Schedule of Investments (continued)
September 30, 2011
Various inputs are used in determining the value of the
Trusts investments. These inputs are summarized in the
three broad levels listed below.
|
|
|
|
|
Level 1 quoted prices in active markets for
identical securities
|
|
|
|
Level 2 other significant observable inputs
(including quoted prices for similar securities, interest rates,
prepayment speeds, credit risk, etc.)
|
|
|
|
Level 3 significant unobservable inputs
(including the Trusts own assumptions in determining the
fair value of investments)
|
The following is a summary of the inputs used as of
September 30, 2011 in valuing the Trusts assets
carried at fair value:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
|
Investments in Securities
|
Common Stocks
|
|
$
|
7,697,712,835
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
7,697,712,835
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
7,697,712,835
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
7,697,712,835
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Please refer to the Industry Classification section of the
Schedule of Investments for a breakdown of valuations by
industry type.
|
The accompanying notes are an integral part of these financial
statements.
32
THE
TRUST
The Trust, a registered investment company, is an exchange
traded fund or ETF. The Trust continuously issues
and redeems in-kind its shares, known as
Trust Units or Units, only in large
lot sizes, known as Creation Units, at their once-daily NAV.
Units are listed individually for trading on the Exchange at
prices established throughout the trading day, like any other
listed equity security trading on the Exchange in the secondary
market.
CREATION
OF CREATION UNITS
Before trading on the Exchange in the secondary market,
Trust Units are created at NAV in Creation Units. This
occurs when Portfolio Deposits are made through the Clearing
Process or outside the Clearing Process by an Authorized
Participant that has executed a Participant Agreement with the
Distributor and the Trustee. 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 Distributor not later than the Closing Time (as
defined below in Creation of Creation
UnitsProcedures for Creation of Creation Units) on
such Transmittal Date and (b) all other procedures set
forth in the Participant Agreement are properly followed. The
Transaction Fee is charged at the time of creation of a Creation
Unit, and an additional amount not to exceed three
(3) times the Transaction Fee applicable for one Creation
Unit is charged for creations outside the Clearing Process, in
part due to the increased expense associated with settlement.
The Trustee, at the direction of the Sponsor, may increase,*
reduce or waive the Transaction Fee (and/or the additional
amounts charged in connection with creations
and/or
redemptions outside the Clearing Process) for certain lot-size
creations
and/or
redemptions of Creation Units. The Sponsor has the right to vary
the lot-size of Creation Units subject to such an increase, a
reduction or waiver. The existence of any such variation shall
be disclosed in the current Prospectus.
The Trustee makes available to NSCC** before the commencement of
trading on each Business Day a list of the names and required
number of shares of each of the
* Any such increase is subject to
the 20 Basis Point Limit discussed above under
HighlightsA Transaction Fee is Payable for Each
Creation and for Each Redemption of Creation Units.
** As of December 31, 2011, the Depository Trust
and Clearing Corporation (DTCC) owned 100% of the
issued and outstanding shares of common stock of NSCC. Also as
of such date, NYSE Euronext, the parent company of the Sponsor,
and its affiliates, collectively owned not more than 0.4% of the
issued and outstanding shares of common stock of DTCC
(DTCC Shares), and the Trustee owned 6.22% of DTCC
Shares.
33
Index Securities in the current Portfolio Deposit as well as the
amount of the Dividend Equivalent Payment for the previous
Business Day. The identity and weightings of the Index
Securities to be delivered as part of a Portfolio Deposit are
determined daily and reflect the relative weighting of the
current S&P MidCap 400 Index. The value of such Index
Securities, together with the Cash Component, is equal to the
NAV of the Trust on a per Creation Unit basis at the close of
business on the day of the creation request. The identity of
each Index Security required for a Portfolio Deposit, as in
effect on September 30, 2011, is set forth in the above
Schedule of Investments. The Sponsor makes available (a) on
each Business Day, the Dividend Equivalent Payment, on a
per-Unit
basis, effective through and including the previous Business Day
and (b) every 15 seconds throughout the day at the
Exchange, a number representing, on a per Unit basis, the sum of
the Dividend Equivalent Payment effective through and including
the previous Business Day, plus the current value of the
securities portion of a Portfolio Deposit as in effect on such
day (which value occasionally may include a
cash-in-lieu
amount to compensate for the omission of a particular Index
Security from such Portfolio Deposit). Such information is
calculated based upon the best information available to the
Sponsor and may be calculated by other persons designated to do
so by the Sponsor. The inability of the Sponsor to provide such
information will not by itself result in a halt in the trading
of Units on the Exchange.
Upon receipt of one or more Portfolio Deposits, following
placement with the Distributor of an order to create Units, the
Trustee (a) delivers one or more Creation Units to DTC,
(b) removes the Unit position from its account at DTC and
allocates it to the account of the DTC Participant acting on
behalf of the investor(s) creating Creation Unit(s),
(c) increases the aggregate value of the Portfolio, and
(d) decreases the fractional undivided interest in the
Trust represented by each Unit.
Under certain circumstances (a) a portion of the stock
portion of a Portfolio Deposit may consist of contracts to
purchase certain Index Securities or (b) a portion of the
Cash Component may consist of cash in an amount required to
enable the Trustee to purchase such Index Securities. If there
is a failure to deliver Index Securities that are the subject of
such contracts to purchase, the Trustee will acquire such Index
Securities in a timely manner. To the extent the price of any
such Index Security increases or decreases between the time of
creation and the time of its purchase and delivery, Units will
represent fewer or more shares of such Index Security.
Therefore, price fluctuations during the period from the time
the cash is received by the Trustee to the time the requisite
Index Securities are purchased and delivered will affect the
value of all Units.
Procedures
for Creation of Creation Units
All creation orders must be placed in Creation Units and must be
received by the Distributor by no later than the closing time of
the regular trading session on the NYSE (Closing
Time) (ordinarily 4:00 p.m. New York time), in each
case on the date such order is placed, in order for creation to
be effected based on the NAV of the
34
Trust as determined on such date. Orders must be transmitted by
telephone or other transmission method acceptable to the
Distributor and Trustee, including through the electronic order
entry system offered by the Trustee pursuant to procedures set
forth in the Participant Agreement
and/or
described in this Prospectus. Severe economic or market
disruptions or changes, or telephone, internet or other
communication failure, may impede the ability to reach the
Distributor, the Trustee, a Participating Party or a DTC
Participant.
Units may be created in advance of receipt by the Trustee of all
or a portion of the Portfolio Deposit. In these circumstances,
the initial deposit will have a value greater than the NAV of
the Units on the date the order is placed in proper form,
because in addition to available Index Securities, cash
collateral must be deposited with the Trustee in an amount equal
to the sum of (a) the Cash Component, plus (b) 115% of
the market value of the undelivered Index Securities
(Additional Cash Deposit). The Trustee holds such
Additional Cash Deposit as collateral in an account separate and
apart from the Trust. 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
11:00 a.m. New York time on the next Business Day.
If the order is not placed in proper form by the Closing Time or
federal funds in the appropriate amount are not received by
11:00 a.m. New York time on the next Business Day, the
order may be deemed to be rejected and the investor shall be
liable to the Trust for any losses resulting therefrom. An
additional amount of cash must be deposited with the Trustee,
pending delivery of the missing Index Securities, to the extent
necessary to maintain the Additional Cash Deposit with the
Trustee in an amount at least equal to 115% of the daily
mark-to-market
value of the missing Index Securities. If the missing Index
Securities are not received by 1:00 p.m. New York time on
the third (3rd) Business Day following the day on which the
purchase order is deemed received and if a
mark-to-market
payment is not made within one (1) Business Day following
notification by the Distributor that such a payment is required,
the Trustee will return any unused portion of the Additional
Cash Deposit only once all of the missing Index Securities of
the Portfolio Deposit have been properly received or purchased
by the Trustee and deposited into the Trust. In addition, a
Transaction Fee of $4,000 is charged in all such cases to
protect the existing Beneficial Owners from the dilutive costs
associated with the maintenance and valuation of the required
collateral, as well as the cost of acquiring any missing Index
Securities. The delivery of Creation Units created as described
above will occur no later than the third (3rd) Business Day
following the day on which the purchase order is deemed received.
The Participant Agreement for any Participating Party intending
to follow these procedures contains terms and conditions
permitting the Trustee to buy the missing portion(s) of a
Portfolio Deposit at any time and will subject the Participating
Party to liability for any shortfall between the cost to the
Trust of purchasing such stocks and the value of such
collateral. The Participating Party is liable to the Trust for
the costs
35
incurred by the Trust in connection with any such purchases. The
Trust will have no liability for any such shortfall.
All questions as to the number of shares of each Index Security,
the amount of the Cash Component and the validity, form,
eligibility (including time of receipt) and acceptance for
deposit of any Index Securities to be delivered are determined
by the Trustee, whose determination shall be final and binding.
The Trustee reserves the absolute right to reject a creation
order if (a) the depositor or group of depositors, upon
obtaining the Units ordered, would own 80% or more of the
current outstanding Units; (b) the Portfolio Deposit is not
in proper form; (c) acceptance of the Portfolio Deposit
would have certain adverse tax consequences; (d) the
acceptance of the Portfolio Deposit would, in the opinion of
counsel, be unlawful; (e) the acceptance of the Portfolio
Deposit would otherwise have an adverse effect on the Trust or
the rights of Beneficial Owners; or (f) circumstances
outside the control of the Trustee make it for all practical
purposes impossible to process creations of Units. The Trustee
and the Sponsor are under no duty to give notification of any
defects or irregularities in the delivery of Portfolio Deposits
or any component thereof and neither of them will incur any
liability for the failure to give any such notification.
Placement
of Creation Orders Using the Clearing Process
Creation Units created through the Clearing Process must be
delivered through a Participating Party that has executed a
Participant Agreement. The Participant Agreement authorizes the
Trustee to transmit to the Participating Party such trade
instructions as are necessary to effect the creation order.
Pursuant to the trade instructions from the Trustee to NSCC, the
Participating Party agrees to transfer the requisite Index
Securities (or contracts to purchase such Index Securities that
are expected to be delivered through the Clearing Process in a
regular way manner by the third NSCC Business Day)
and the Cash Component to the Trustee, together with such
additional information as may be required by the Trustee.
Placement
of Creation Orders Outside the Clearing Process
Creation Units created outside the Clearing Process must be
delivered through a DTC Participant that has executed a
Participant Agreement and has stated in its order that it is not
using the Clearing Process and that creation will instead be
effected through a transfer of stocks and cash directly through
DTC. The requisite number of Index Securities must be delivered
through DTC to the account of the Trustee by no later than
11:00 a.m. of the next Business Day immediately following
the Transmittal Date. The Trustee, through the Federal Reserve
Bank wire transfer system, must receive the Cash Component no
later than 1:00 p.m. on the next Business Day immediately
following the Transmittal Date. If the Trustee does not receive
both the requisite Index Securities and the Cash Component in a
timely fashion, the order will be cancelled. Upon written notice
to the Distributor, the cancelled order may be resubmitted the
following Business Day using a Portfolio Deposit as newly
constituted to reflect the current NAV of the Trust. The
delivery of Units so created will
36
occur no later than the third (3rd) Business Day following the
day on which the creation order is deemed received by the
Distributor.
Securities
Depository; Book-Entry-Only System
DTC acts as securities depository for the Trust Units.
Units are represented by one or more global securities,
registered in the name of Cede & Co., as nominee for
DTC and deposited with, or on behalf of, DTC.
DTC is a limited-purpose trust company organized under the laws
of the State of New York, a member of the Federal Reserve
System, a clearing corporation within the meaning of
the New York Uniform Commercial Code, and a clearing
agency registered pursuant to the provisions of
Section 17A of the Securities Exchange Act of 1934. DTC*
was created to hold securities of its participants (DTC
Participants) and to facilitate the clearance and
settlement of securities transactions among the DTC Participants
through electronic book-entry changes in their accounts, thereby
eliminating the need for physical movement of securities
certificates. DTC Participants include securities brokers and
dealers, banks, trust companies, clearing corporations, and
certain other organizations. Access to 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 of Units so created, transferred
or redeemed to the accounts of the appropriate DTC Participants.
The accounts to be credited and charged are designated by the
Trustee to NSCC, in the case of a creation or redemption through
the Clearing Process, or by the Trustee and the DTC Participant,
in the case of a creation or redemption outside of the Clearing
Process. Beneficial ownership of Units is limited to DTC
Participants, Indirect Participants and persons holding
interests through DTC Participants and Indirect Participants.
Ownership of beneficial interests in Units is shown on, and the
transfer of ownership is effected only through, records
maintained by DTC (with respect to DTC Participants) and on the
records of DTC Participants (with respect to Indirect
Participants and Beneficial Owners that are not DTC
Participants). Beneficial Owners are expected to receive from or
through the DTC Participant a written confirmation relating to
their purchase of Units. The laws of some jurisdictions may
require that certain purchasers of securities take physical
delivery of such securities in definitive form. Such laws may
impair the ability of certain investors to acquire beneficial
interests in Units.
* As of December 31, 2011, DTCC owned 100%
of the issued and outstanding shares of the common stock of DTC.
37
As long as Cede & Co., as nominee of DTC, is the
registered owner of Units, references to the registered or
record owner of Units shall mean Cede & Co. and shall
not mean the Beneficial Owners of Units. Beneficial Owners of
Units are not entitled to have Units registered in their names,
will not receive or be entitled to receive physical delivery of
certificates in definitive form and will not be considered the
record or registered holders thereof under the
Trust Agreement. Accordingly, each Beneficial Owner must
rely on the procedures of DTC, the DTC Participant and any
Indirect Participant through which such Beneficial Owner holds
its interests, to exercise any rights under the
Trust Agreement.
The Trustee recognizes DTC or its nominee as the owner of all
Units for all purposes except as expressly set forth in the
Trust Agreement. Pursuant to the agreement between the
Trustee and DTC (Depository Agreement), DTC is
required to make available to the Trustee upon request and for a
fee to be charged to the Trust a listing of the Unit holdings of
each DTC Participant. The Trustee inquires of each such DTC
Participant as to the number of Beneficial Owners holding Units,
directly or indirectly, through the DTC Participant. The Trustee
provides each such DTC Participant with copies of any notice,
statement or other communication, in the form, number and at the
place as the DTC Participant may reasonably request, in order
that the notice, statement or communication may be transmitted
by the DTC Participant, directly or indirectly, to the
Beneficial Owners. In addition, the Trust pays to each such DTC
Participant a fair and reasonable amount as reimbursement for
the expense attendant to such transmittal, all subject to
applicable statutory and regulatory requirements.
Distributions are made to DTC or its nominee. DTC or its
nominee, upon receipt of any payment of distributions in respect
of Units, is required immediately to credit DTC
Participants accounts with payments in amounts
proportionate to their respective beneficial interests in Units,
as shown on the records of DTC or its nominee. Payments by DTC
Participants to Indirect Participants and Beneficial Owners of
Units held through such DTC Participants will be governed by
standing instructions and customary practices, as is now the
case with securities held for the accounts of customers in
bearer form or registered in a street name, and will
be the responsibility of such DTC Participants. Neither the
Trustee nor the Sponsor has or will have any responsibility or
liability for any aspects of the records relating to or notices
to Beneficial Owners, or payments made on account of beneficial
ownership interests in Units, or for maintaining, supervising or
reviewing any records relating to such beneficial ownership
interests or for any other aspect of the relationship between
DTC and the DTC Participants or the relationship between such
DTC Participants and the Indirect Participants and Beneficial
Owners owning through such DTC Participants.
DTC may discontinue providing its service with respect to Units
at any time by giving notice to the Trustee and the Sponsor,
provided that it discharges its responsibilities with respect
thereto in accordance with applicable law. Under such
circumstances, the Trustee and the Sponsor shall take action
either to find a replacement
38
for DTC to perform its functions at a comparable cost or, if
such a replacement is unavailable, to terminate the Trust.
REDEMPTION OF
TRUST UNITS
Trust Units are redeemable only in Creation Units. Creation
Units are redeemable in kind only and are not redeemable for
cash except as described under HighlightsTermination
of the Trust.
Procedures
for Redemption of Creation Units
Redemption orders must be placed with a Participating Party (for
redemptions through the Clearing Process) or DTC Participant
(for redemptions outside the Clearing Process), as applicable,
in the form required by such Participating Party or DTC
Participant. A particular broker may not have executed a
Participant Agreement, and redemption orders may have to be
placed by the broker through a Participating Party or a DTC
Participant who has executed a Participant Agreement. At any
given time, there may be only a limited number of broker-dealers
that have executed a Participant Agreement. Redeemers should
afford sufficient time to permit (a) proper submission of
the order by a Participating Party or DTC Participant to the
Trustee and (b) the receipt by the Trustee of the Units to
be redeemed and any Excess Cash Amounts (as defined below) in a
timely manner. Orders for redemption effected outside the
Clearing Process are likely to require transmittal by the DTC
Participant earlier on the Transmittal Date than orders effected
using the Clearing Process. These deadlines vary by institution.
Persons redeeming outside the Clearing Process are required to
transfer Units through DTC and Excess Cash Amounts, if any,
through the Federal Reserve Bank wire transfer system in a
timely manner.
Requests for redemption may be made on any Business Day to the
Trustee (not to the Distributor). In the case of redemptions
made through the Clearing Process, the Transaction Fee is
deducted from the amount delivered to the redeemer. In the case
of redemptions outside the Clearing Process, the Transaction Fee
plus an additional amount not to exceed three (3) times the
Transaction Fee applicable for one Creation Unit per Creation
Unit redeemed, and such amount is deducted from the amount
delivered to the redeemer.
The Trustee transfers to the redeeming Beneficial Owner via DTC
and the relevant DTC Participant(s) a portfolio of stocks for
each Creation Unit delivered, generally identical in weighting
and composition to the stock portion of a Portfolio Deposit as
in effect (a) on the date a request for redemption is
deemed received by the Trustee or (b) in the case of the
termination of the Trust, on the date that notice of the
termination of the Trust is given. The Trustee also transfers
via the relevant DTC Participant(s) to the redeeming Beneficial
Owner a Cash Redemption Payment, which on any
given Business Day is an amount identical to the amount of the
Cash Component and is equal to a proportional amount of the
following: dividends on the Portfolio Securities for the period
through the date of redemption, net of expenses
39
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 to the
Trustee any amount by which the amount payable to the Trust by
such Beneficial Owner exceeds the amount of the Cash
Redemption Payment (Excess Cash Amounts). For
redemptions through the Clearing Process, the Trustee effects a
transfer of the Cash Redemption Payment and stocks to the
redeeming Beneficial Owner by the third (3rd) NSCC Business Day
following the date on which request for redemption is deemed
received. For redemptions outside the Clearing Process, the
Trustee transfers the Cash Redemption Payment and the
stocks to the redeeming Beneficial Owner by the third (3rd)
Business Day following the date on which the request for
redemption is deemed received. The Trustee will cancel all Units
delivered upon redemption.
If the Trustee determines that an Index Security is likely to be
unavailable or available in insufficient quantity for delivery
by the Trust upon redemption, the Trustee may elect to deliver
the cash equivalent value of any such Index Securities, based on
its market value as of the Evaluation Time on the date such
redemption is deemed received by the Trustee as a part of the
Cash Redemption Payment in lieu thereof.
If a redeemer is restricted by regulation or otherwise from
investing or engaging in a transaction in one or more Index
Securities, the Trustee may elect to deliver the cash equivalent
value based on the market value of any such Index Securities as
of the Evaluation Time on the date of the redemption as a part
of the Cash Redemption Payment in lieu thereof. In such
case, the investor will pay the Trustee the standard Transaction
Fee, and may pay an additional amount equal to the actual
amounts incurred in connection with such transaction(s) but in
any case not to exceed three (3) times the Transaction Fee
applicable for one Creation Unit.
The Trustee, upon the request of a redeeming investor, may elect
to redeem Creation Units in whole or in part by providing such
redeemer with a portfolio of stocks differing in exact
composition from Index Securities but not differing in NAV from
the then-current Portfolio Deposit. Such a redemption is likely
to be made only if it were determined that it would be
appropriate in order to maintain the Trusts correspondence
to the composition and weighting of the S&P MidCap 400
Index.
The Trustee may sell Portfolio Securities to obtain sufficient
cash proceeds to deliver to the redeeming Beneficial Owner. To
the extent cash proceeds are received by the Trustee in excess
of the required amount, such cash proceeds shall be held by the
Trustee and applied in accordance with the guidelines applicable
to Misweighting (as defined below under The
PortfolioPortfolio Securities Confirm to the S&P
MidCap 400 Index).
40
All redemption orders must be transmitted to the Trustee by
telephone or other transmission method acceptable to the
Trustee, including through the electronic order entry system
offered by the Trustee, pursuant to procedures set forth in the
Participant Agreement
and/or
described in this Prospectus, so as to be received by the
Trustee not later than the Closing Time on the Transmittal Date.
Severe economic or market disruption or changes, or telephone,
internet or other communication failure, may impede the ability
to reach the Trustee, a Participating Party, or a DTC
Participant.
The calculation of the value of the stocks and the Cash
Redemption Payment to be delivered to the redeeming
Beneficial Owner is made by the Trustee according to the
procedures set forth under Valuation and is computed
as of the Evaluation Time on the Business Day on which a
redemption order is deemed received by the Trustee. Therefore,
if a redemption order in proper form is submitted to the Trustee
by a DTC Participant not later than the Closing Time on the
Transmittal Date, and the requisite Units are delivered to the
Trustee prior to DTC Cut-Off Time (as defined below in
Redemption of Trust Units Placement of
Redemption Orders Outside the Clearing Process) on
such Transmittal Date, then the value of the 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 on a Transmittal Date
but either (a) the requisite Units are not delivered by DTC
Cut-Off Time on the next Business Day immediately following such
Transmittal Date or (b) the redemption order is not
submitted in proper form, then the redemption order is not
deemed received as of such Transmittal Date. In such case, the
value of the stocks and the Cash Redemption Payment to be
delivered to the Beneficial Owner will be computed as of the
Evaluation Time on the Business Day that such order is deemed
received by the Trustee (i.e., the Business Day on which the
Units are delivered through DTC to the Trustee by DTC Cut-Off
Time on such Business Day pursuant to a properly submitted
redemption order).
The Trustee may suspend the right of redemption, or postpone the
date of payment of the NAV for more than five (5) Business
Days following the date on which the request for redemption is
deemed received by the Trustee, (a) for any period during
which the NYSE is closed, (b) for any period during which
an emergency exists as a result of which disposal or evaluation
of the Portfolio Securities is not reasonably practicable, or
(c) for such other period as the SEC may by order permit
for the protection of Beneficial Owners. Neither the Sponsor nor
the Trustee is liable to any person or in any way for any loss
or damages that may result from any such suspension or
postponement.
Placement
of Redemption Orders Using the Clearing Process
A redemption order made through the Clearing Process will be
deemed received on the Transmittal Date so long as (a) the
order is received by the Trustee not later than the Closing Time
on such Transmittal Date and (b) all other procedures set
forth in the Participant Agreement are properly followed. The
order is effected based on
41
the NAV of the Trust as determined as of the Evaluation Time on
the Transmittal Date. A redemption order made through the
Clearing Process and received by the Trustee after the Closing
Time will be deemed received on the next Business Day
immediately following the Transmittal Date. The Participant
Agreement authorizes the Trustee to transmit to NSCC on behalf
of a Participating Party such trade instructions as are
necessary to effect the Participating Partys redemption
order. Pursuant to such trade instructions from the Trustee to
NSCC, the Trustee will transfer (a) the requisite stocks
(or contracts to purchase such stocks which are expected to be
delivered in a regular way manner) by the third
(3rd) NSCC Business Day following the date on which the request
for redemption is deemed received, and (b) the Cash
Redemption Payment.
Placement
of Redemption Orders Outside the Clearing Process
A DTC Participant who wishes to place an order for redemption of
Units to be effected outside the Clearing Process need not be a
Participating Party, but its order must state that the DTC
Participant is not using the Clearing Process and that
redemption will instead be effected through transfer of Units
directly through DTC. An order will be deemed received by the
Trustee on the Transmittal Date if (a) such order is
received by the Trustee not later than the Closing Time on such
Transmittal Date, (b) such order is preceded or accompanied
by the requisite number of Units specified in such order, which
delivery must be made through DTC to the Trustee no later than
11:00 a.m. on the next Business Day immediately following
such Transmittal Date (DTC Cut-Off Time) and
(c) all other procedures set forth in the Participant
Agreement are properly followed. Any Excess Cash Amounts owed by
the Beneficial Owner must be delivered no later than
2:00 p.m. on the next Business Day immediately following
the Transmittal Date.
The Trustee initiates procedures to transfer the requisite
stocks (or contracts to purchase such stocks) that are expected
to be delivered within three (3) Business Days and the Cash
Redemption Payment to the relevant DTC Participant on
behalf of the redeeming Beneficial Owner by the third (3rd)
Business Day following the Transmittal Date.
THE
PORTFOLIO
Because the objective of the Trust is to provide investment
results that, before expenses, generally correspond to the price
and yield performance of the S&P MidCap 400 Index, the
Portfolio at any time will consist of as many of the Index
Securities as is practicable. It is anticipated that cash or
cash items (other than dividends held for distribution) normally
would not be a substantial part of the Trusts net assets.
Although the Trust may at any time fail to own certain Index
Securities, the Trust generally will be substantially invested
in Index Securities, which should result in a close
correspondence between the performance of the S&P MidCap
400 Index and the performance of the Trust.
42
Portfolio
Securities Conform to the S&P MidCap 400 Index
The S&P MidCap 400 Index is a float-adjusted
capitalization-weighted index of 400 securities calculated under
the auspices of the S&P Index Committee of S&P. At any
moment in time, the S&P MidCap 400 Index equals the
aggregate market value of the available float shares outstanding
in each of the component 400 Index Securities, evaluated at
their respective last sale prices on their respective listing
exchange, divided by a scaling factor (divisor)
which yields a resulting index value in the reported magnitude.
Periodically (typically, several times per quarter), S&P
may determine that total shares outstanding have changed in one
or more component Index Securities due to secondary offerings,
repurchases, conversions or other corporate actions. 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 or other
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 for
inclusion in the S&P MidCap 400 Index. In 2011 there were
42 company changes to the S&P MidCap 400 Index. Ordinarily,
whenever there is a change in shares outstanding or a change in
an Index Security, S&P adjusts the divisor to ensure that
there is no discontinuity in the value of the S&P MidCap
400 Index.
The Trustee aggregates certain adjustments and makes conforming
changes to the Portfolio at least monthly. The Trustee directs
its stock transactions only to brokers or dealers, which may
include affiliates of the Trustee, from whom it expects to
obtain the most favorable prices for execution of orders.
Adjustments are made more frequently in the case of significant
changes to the S&P MidCap 400 Index. Specifically, the
Trustee is required to adjust the composition of the Portfolio
whenever there is a change in the identity of any Index Security
(i.e., a substitution of one security for another) within three
(3) Business Days before or after the day on which the
change is scheduled to take effect. If the transaction costs
incurred by the Trust in adjusting the Portfolio would exceed
the expected variation between the composition of the Portfolio
and the S&P MidCap 400 Index (Misweighting), it
may not be efficient identically to replicate the share
composition of the S&P MidCap 400 Index. Minor Misweighting
generally is permitted within the guidelines set forth below.
The Trustee is required to adjust the composition of the
Portfolio at any time that the weighting of any stock in the
Portfolio varies in excess of one hundred and fifty percent
(150%) of a specified percentage, which percentage varies from
0.02% to 0.25%, depending on the NAV of the Trust (in each case,
Misweighting Amount), from the weighting of the
Index Security in the S&P MidCap 400 Index.
43
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 adjusts the composition of the
Portfolio on a non-discretionary basis to conform to changes in
the composition
and/or
weighting structure of Index Securities in the S&P MidCap
400 Index. To the extent that the method of determining the
S&P MidCap 400 Index is changed by S&P in a manner
that would affect the adjustments provided for herein, the
Trustee and the Sponsor have the right to amend the
Trust Agreement, without the consent of DTC or the
Beneficial Owners, to conform the adjustments to such changes
and to maintain the objective of tracking the S&P MidCap
400 Index.
The Trustee examines each stock in the Portfolio on each
Business Day, comparing its weighting to the weighting of the
corresponding Index Security, based on prices at the close of
the market on the preceding Business Day (a Weighting
Analysis). If there is a Misweighting in any stock in the
Portfolio in excess of one hundred and fifty percent (150%) of
the applicable Misweighting Amount, the Trustee calculates an
adjustment to the Portfolio in order to bring the Misweighting
within the Misweighting Amount, based on prices at the close of
the market on the day on which such Misweighting occurs. Also,
on a monthly basis, the Trustee performs a Weighting Analysis
for each stock in the Portfolio, and in any case where there
exists a Misweighting exceeding one hundred percent (100%) of
the applicable Misweighting Amount, the Trustee calculates an
adjustment to the Portfolio in order to bring the Misweighting
within the applicable Misweighting Amount, based on prices at
the close of the market on the day on which such Misweighting
occurs. In the case of any adjustment to the Portfolio because
of a Misweighting, the purchase or sale of stock necessitated by
the adjustment is made within three (3) Business Days of
the day on which such Misweighting is determined. In addition to
the foregoing adjustments, the Trustee may make additional
periodic adjustments to Portfolio Securities that may be
misweighted by an amount within the applicable Misweighting
Amount.
The foregoing guidelines with respect to Misweighting also apply
to any Index Security that (a) is likely to be unavailable
for delivery or available in insufficient quantity for delivery
or (b) cannot be delivered to the Trustee due to
restrictions prohibiting a creator from engaging in a
transaction involving such Index Security. Upon receipt of an
order for a Creation Unit that involves such an Index Security,
the Trustee determines whether the substitution of cash for the
stock would cause a Misweighting in the Portfolio. If a
Misweighting results, the Trustee will purchase the required
number of shares of the Index Security on the opening of the
market on the following Business Day. If a Misweighting does not
result and the Trustee does not hold cash in excess of the
permitted amounts, the Trustee may hold the cash or, if such
excess would result, make the required adjustments to the
Portfolio.
As a result of the purchase and sale of stock in accordance with
these requirements, or the creation of Creation Units, the Trust
may hold some amount of residual cash (other than cash held
temporarily due to timing differences between the sale and
purchase of stock or cash delivered in lieu of Index Securities
or undistributed
44
income or undistributed capital gains). This amount may not
exceed for more than five (5) 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 value of 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
S&P MidCap 400 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 the
composition of the Portfolio at any time to insure the continued
qualification of the Trust as a regulated investment company.
The Trustee relies on industry sources for information as to the
composition and weightings of Index Securities. If the Trustee
becomes incapable of obtaining or processing such information or
NSCC is unable to receive such information from the Trustee on
any Business Day, the Trustee shall use the composition and
weightings of Index Securities for the most recently effective
Portfolio Deposit for the purposes of all adjustments and
determinations (including, without limitation, determination of
the stock portion of the Portfolio Deposit) until the earlier of
(a) such time as current information with respect to Index
Securities is available or (b) three (3) consecutive
Business Days have elapsed. If such current information is not
available and three (3) consecutive Business Days have
elapsed, the composition and weightings of Portfolio Securities
(as opposed to Index Securities) shall be used for the purposes
of all adjustments and determinations (including, without
limitation, determination of the stock portion of the Portfolio
Deposit) until current information with respect to Index
Securities is available.
If the Trust is terminated, the Trustee shall use the
composition and weightings of Portfolio Securities as of such
notice date for the determination of all redemptions or other
purposes.
From time to time S&P may adjust the composition of the
S&P MidCap 400 Index because of a merger or acquisition
involving one or more Index Securities. In such cases, the
Trust, as shareholder of an issuer that is the object of such
merger or acquisition activity, may receive various offers from
would-be acquirors of the issuer. The Trustee is not permitted
to accept any such offers until such time as it has been
determined that the stocks of the issuer will be removed from
the S&P MidCap 400 Index. As stocks of an issuer are often
removed from the S&P MidCap 400 Index only after the
consummation of a merger or acquisition of such issuer, in
selling the securities of such issuer the Trust may receive, to
the extent that market prices do not provide a more attractive
alternative, whatever consideration is being offered to the
shareholders of such issuer that have not tendered their shares
prior to such time. Any cash received in such transactions is
reinvested in Index Securities in accordance with the criteria
set forth above. Any stocks received as a part of the
consideration that are
45
not Index Securities are sold as soon as practicable and the
cash proceeds of such sale are reinvested in accordance with the
criteria set forth above.
Adjustments
to the Portfolio Deposit
On each Business Day (each such day, an Adjustment
Day), the number of shares and identity of each Index
Security required for a Portfolio Deposit are adjusted in
accordance with the following procedure. At the close of the
market, the Trustee calculates the NAV of the Trust. The NAV is
divided by the number of outstanding Units multiplied by 25,000
Units in one Creation Unit, resulting in the NAV per Creation
Unit (NAV Amount). The Trustee then calculates the
number of shares (without rounding) of each of the component
stocks of the S&P MidCap 400 Index in a Portfolio Deposit
for the following Business Day (Request Day), such
that (a) the market value at the close of the market on the
Adjustment Day of the stocks 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 each of the stocks in a Portfolio Deposit
mirrors proportionately the identity and weightings of the
stocks in the S&P MidCap 400 Index, each as in effect on
the Request Day. For each stock, the number resulting from such
calculation is rounded to the nearest whole share, with a
fraction of 0.50 being rounded up. The identities and weightings
of the stocks so calculated constitute the stock portion of the
Portfolio Deposit effective on Request Day and thereafter until
the next subsequent Adjustment Day, as well as Portfolio
Securities to be delivered by the Trustee in the event of
request for redemption on the Request Day and thereafter until
the following Adjustment Day.
In addition to the foregoing adjustments, if a corporate action
such as a stock split, stock dividend or reverse split occurs
with respect to any Index Security that does not result in an
adjustment to the S&P MidCap 400 Index divisor, the
Portfolio Deposit shall be adjusted to take into account the
corporate action in each case rounded to the nearest whole share.
On the Request Day and on each day that a request for the
creation or redemption is deemed received, the Trustee
calculates the market value of the stock portion of the
Portfolio Deposit as in effect on the Request Day as of the
close of the market and adds to that amount the Dividend
Equivalent Payment effective for requests to create or redeem on
Request Day (such market value and Dividend Equivalent Payment
are collectively referred to herein as Portfolio Deposit
Amount). The Trustee then calculates the NAV Amount, based
on the close of the market on Request Day. The difference
between the NAV Amount so calculated and the Portfolio Deposit
Amount is the Balancing Amount. The Balancing Amount
serves the function of compensating for any differences between
the value of the Portfolio Deposit Amount and the NAV Amount at
the close of trading on Request Day due to, for example,
(a) differences in the market value of the securities in
the Portfolio Deposit and the market value of the securities on
Request Day and (b) any variances from the proper
composition of the Portfolio Deposit.
46
On any Adjustment Day on which (a) no change in the
identity
and/or
share
weighting of any Index Security is scheduled to take effect that
would cause the S&P MidCap 400 Index divisor to be adjusted
after the close of the market on that Business Day,*and
(b) no stock split, stock dividend or reverse stock split
with respect to any Index Security has been declared to take
effect on the corresponding Request Day, the Trustee may forego
making any adjustment to the stock portion of the Portfolio
Deposit and use the composition and weightings of Index
Securities for the most recently effective Portfolio Deposit for
the Request Day following such Adjustment Day. In addition, the
Trustee may calculate the adjustment to the number of shares and
identity of Index Securities in a Portfolio Deposit as described
above except that such calculation would be employed two
(2) Business Days rather than one (1) Business Day
before the Request Day.
The Dividend Equivalent Payment and the Balancing Amount in
effect at the close of business on the Request Date are
collectively referred to as the Cash Component or the Cash
Redemption Payment. If the Balancing Amount is a positive
number (i.e., if the NAV Amount exceeds the Portfolio Deposit
Amount) then, with respect to creation, the Balancing Amount
increases the Cash Component of the then-effective Portfolio
Deposit transferred to the Trustee by the creator. With respect
to redemptions, the Balancing Amount is added to the cash
transferred to the redeemer by the Trustee. If the Balancing
Amount is a negative number (i.e., if the NAV Amount is less
than the Portfolio Deposit Amount) then, with respect to
creation, this amount decreases the Cash Component of the
then-effective Portfolio Deposit to be transferred to the
Trustee by the creator or, if such cash portion is less than the
Balancing Amount, the difference must be paid by the Trustee to
the creator. With respect to redemptions, the Balancing Amount
is deducted from the cash transferred to the redeemer or, if
such cash is less than the Balancing Amount, the difference must
be paid by the redeemer to the Trustee.
If the Trustee has included the cash equivalent value of one or
more Index Securities in the Portfolio Deposit because the
Trustee has determined that such Index Securities are likely to
be unavailable or available in insufficient quantity for
delivery, or if a creator or redeemer is restricted from
investing or engaging in transactions in one or more of such
Index Securities, the Portfolio Deposit so constituted shall
determine the Index Securities to be delivered in connection
with the creation of 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.
* S&P publicly announces
changes in the identity
and/or
weighting of Index Securities in advance of the actual change.
The announcements regarding changes in the index components are
made after the close of trading on such day.
47
THE
S&P MIDCAP 400 INDEX
The S&P MidCap 400 Index is composed of four hundred
(400) selected stocks, all of which are listed on national
stock exchanges, and spans a broad range of major industry
groups. The four hundred (400) stocks comprising the
S&P MidCap 400 Index represented, as of December 31,
2011, approximately seven and one-half percent (7.5%) of the
market value of the U.S. equities market. As of
December 31, 2011, the five largest industry groups
comprising the S&P MidCap 400 Index were: Capital Goods
11.39%; Real Estate 9.08%; Software & Services 8.35%;
Energy 7.02% and Health Care Equipment & Services 6.94%.
Current information regarding the market value of the S&P
MidCap 400 Index is available from market information services.
The S&P MidCap 400 Index is determined, comprised and
calculated without regard to the Trust.
S&P is not responsible for and does not participate in the
creation or sale of Units or in the determination of the timing,
pricing, or quantities and proportions of purchases or sales of
Index Securities or Portfolio Securities. The information in
this Prospectus concerning S&P and the S&P MidCap 400
Index has been obtained from sources that the Sponsor believes
to be reliable, but the Sponsor takes no responsibility for the
accuracy of such information.
The following table shows the actual performance of the S&P
MidCap 400 Index for the years 1991 through 2011. Stock prices
fluctuated widely during this period and were higher at the end
than at the beginning. The results shown should not be
considered representative of the income yield or capital gain or
loss that may be generated by the S&P MidCap 400 Index in
the future. The results should not be considered representative
of the performance of the Trust.
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Calendar
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Year-End
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Index Value*
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Change in
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Calendar
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December 31,
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Index for
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Year-End
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Year
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1990 = 100
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Calendar Year
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Yield**
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1990
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100.00
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%
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3.16
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%
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1991
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146.59
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+46.59
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2.03
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1992
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160.56
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+9.53
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1.96
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1993
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179.33
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+11.72
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1.85
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1994
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169.44
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−5.54
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2.10
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1995
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217.84
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+28.56
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1.65
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1996
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255.58
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+17.32
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1.62
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1997
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333.37
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+30.44
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1.38
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1998
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392.31
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+17.68
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1.22
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1999
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444.67
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+13.35
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1.07
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2000
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516.76
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+16.21
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0.99
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2001
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508.31
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−1.64
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1.05
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2002
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429.79
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−15.45
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1.21
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2003
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576.01
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+34.02
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1.08
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48
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Calendar
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Year-End
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Index Value*
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Change in
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Calendar
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December 31,
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Index for
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Year-End
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Year
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1990 = 100
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Calendar Year
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Yield**
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2004
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663.31
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+15.16
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%
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1.08
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%
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2005
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738.05
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+11.27
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1.14
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2006
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804.37
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+8.99
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1.24
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2007
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858.20
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+6.69
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1.21
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2008
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538.28
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−37.28
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2.18
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2009
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726.67
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+35.00
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1.45
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2010
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907.25
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+24.85
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1.33
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2011
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879.16
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−3.10
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1.52
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*
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Source: S&P. Year-end index values shown do not reflect
reinvestment of dividends nor costs, such as brokerage charges
and transaction costs.
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**
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Source: S&P. Yields are obtained by dividing the aggregate
cash dividends by the aggregate market value of the stocks in
the S&P MidCap 400 Index.
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49
LICENSE
AGREEMENT
The License Agreement grants State Street Global Markets, LLC
(SSGM) a license to use the S&P MidCap 400
Index as a basis for determining the composition of the
Portfolio and to use certain trade names and trademarks of
S&P in connection with the Portfolio. The Trustee (on
behalf of the Trust), the Sponsor and the Exchange have each
received a sublicense from SSGM for the use of the S&P
MidCap 400 Index and such trade names and trademarks in
connection with their rights and duties with respect to the
Trust. The License Agreement may be amended without the consent
of any of the Beneficial Owners of Trust Units. Currently,
the License Agreement is scheduled to terminate on
April 27, 2020, but its term may be extended without the
consent of any of the Beneficial Owners of Trust Units.
None of the Trust, the Trustee, the Exchange, the Sponsor, SSGM,
the Distributor, DTC, NSCC, any Authorized Participant, any
Beneficial Owner of Trust Units or any other person is
entitled to use any rights whatsoever under the foregoing
licensing arrangements or to use the trademarks
Standard & Poors,
S&P, Standard & Poors
MidCap 400 Index, Standard & Poors
MidCap 400 Depositary Receipts or S&P MidCap
400 Index, or to use the S&P MidCap 400 Index except
as specifically described in the License Agreement and
sublicenses or as may be specified in the Trust Agreement.
The Trust is not sponsored, endorsed, sold or promoted by
S&P, and S&P makes no representation or warranty,
express or implied, to the Trust, the Trustee, the Distributor,
DTC or Beneficial Owners of Trust Units regarding the
advisability of investing in securities generally or in the
Trust particularly or the ability of the S&P MidCap 400
Index to track general stock market performance. S&Ps
only relationship to the Trust is the licensing of certain
trademarks and trade names of S&P and of the S&P
MidCap 400 Index which is determined, comprised and calculated
by S&P without regard to the Trust or the Beneficial Owners
of Trust Units. S&P has no obligation to take the
needs of the Trust or the Beneficial Owners of Trust Units
into consideration in determining, comprising or calculating the
S&P MidCap 400 Index. S&P is not responsible for and
has not participated in any determination or calculation made
with respect to issuance or redemption of Units. S&P has no
obligation or liability in connection with the administration,
marketing or trading of Units.
S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS
OF THE S&P MIDCAP 400 INDEX OR ANY DATA INCLUDED THEREIN.
S&P MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO
BE OBTAINED BY THE SPONSOR, THE TRUST, BENEFICIAL OWNERS OF
TRUST UNITS OR ANY OTHER PERSON OR ENTITY FROM THE USE OF
THE S&P MIDCAP 400 INDEX OR ANY DATA INCLUDED THEREIN IN
CONNECTION WITH THE RIGHTS LICENSED UNDER THE LICENSE AGREEMENT,
OR FOR ANY OTHER USE. S&P MAKES NO EXPRESS OR IMPLIED
WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH
50
RESPECT TO THE S&P MIDCAP 400 INDEX OR ANY DATA INCLUDED
THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT
SHALL S&P HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE,
INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) EVEN
IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
EXCHANGE
LISTING
On October 1, 2008, NYSE Euronext acquired the American
Stock Exchange LLC, which was renamed NYSE Alternext
US and subsequently renamed NYSE Amex. As the
listing and trading of all exchange traded funds on NYSE was
being consolidated on a single trading venue, NYSE Arca, the
Sponsor and the Trustee decided to move the listing for the
Trust from NYSE Alternext US (now NYSE Amex) to NYSE Arca.
Therefore, Trust Units have been listed on NYSE Arca since
February 24, 2009. The Trust is not required to pay an
initial listing fee to the Exchange. Transactions involving
Trust Units in the public trading market are subject to
customary brokerage charges and commissions.
There can be no assurance that Units will always be listed on
the Exchange. The Trust will be terminated if Trust Units
are delisted. Trading in Units may be halted under certain
circumstances as set forth in the Exchange rules and procedures.
The Exchange will consider the suspension of trading in or
removal from listing of Units if: (a) the Trust has more
than 60 days remaining until termination and there are
fewer than 50 record
and/or
beneficial holders of Units for 30 or more consecutive trading
days; (b) the value of the S&P MidCap 400 Index is no
longer calculated or available or (c) such other event
occurs or condition exists which, in the opinion of the
Exchange, makes further dealings on the Exchange inadvisable. In
addition, trading is subject to trading halts caused by
extraordinary market volatility pursuant to Exchange
circuit breaker rules that require trading to be
halted for a specified period based on a specified market
decline. The Exchange also must halt trading if required
intraday valuation information is not disseminated for longer
than one (1) Business Day.
The Sponsors aim in designing Trust Units was to
provide investors with a security whose initial market value
would approximate one-fifth (1/5th) the value of the S&P
MidCap 400 Index. Of course, the market value of a Unit is
affected by a variety of factors, including capital gains
distributions made, and expenses incurred, by the Trust, and
therefore, over time, a Unit may no longer approximate one-fifth
(1/5th) the value of the S&P MidCap 400 Index. The market
price of a Unit should reflect its share of the dividends
accumulated on Portfolio Securities and may be affected by
supply and demand, market volatility, sentiment and other
factors.
51
FEDERAL
INCOME TAXES
The following is a description of the material U.S. federal
income tax consequences of 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 a
comprehensive description of all the U.S. federal income
tax considerations that may be relevant to a particular
persons decision to invest in Units. This discussion does
not describe all of the tax consequences that may be relevant in
light of a Beneficial Owners particular circumstances,
including alternative minimum tax consequences and tax
consequences applicable to Beneficial Owners subject to special
rules, such as:
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certain financial institutions;
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regulated investment companies;
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real estate investment trusts;
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dealers or traders in securities who use a
mark-to-market
method of tax accounting;
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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;
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U.S. Holders (as defined below) whose functional currency
for U.S. federal income tax purposes is not the
U.S. dollar;
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entities classified as partnerships or other pass-through
entities for U.S. federal income tax purposes;
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former U.S. citizens and certain expatriated entities;
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tax-exempt entities, including an individual retirement
account or Roth IRA; or
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insurance companies.
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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 depend on 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 the
particular U.S. federal income tax consequences of holding
and disposing of the Units.
The following discussion applies only to a Beneficial Owner of
Units that (i) is treated as the beneficial owner of such
Units for U.S. federal income tax purposes, (ii) holds
such Units as capital assets and (iii), unless otherwise noted,
is a U.S. Holder. A U.S. Holder is a
person that, for U.S. federal income tax purposes, is a
beneficial owner of Units and is (i) an individual who is a
citizen or resident of the United States; (ii) a
corporation, or other entity taxable as a corporation, created
or
52
organized in or under the laws of the United 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.
This discussion is based on the Code, administrative
pronouncements, judicial decisions, and final, temporary and
proposed Treasury regulations all as of the date hereof, 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 tax laws to their particular situations, as well as any
tax consequences arising under the laws of any state, local or
foreign 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, 2011, and it 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), including amounts that are reinvested
pursuant to the Trusts dividend reinvestment plan.
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 Trusts 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;
other income (including, but not limited to, gains from options,
futures or forward contracts) derived with respect to its
business of investing in such stock, securities or currencies;
and net income derived from interests in qualified
publicly traded partnerships (such income,
Qualifying RIC Income) and (ii) the
Trusts 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 Trusts total assets is represented by cash
and cash items, securities of other RICs, U.S. government
securities and other securities, with such other securities
limited, in respect of any one issuer, to an amount not greater
than 5% of the value of the Trusts 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
Trusts total assets is invested (x) in securities
(other than U.S. government securities or securities of
other RICs) of any one issuer or of two or more issuers that the
Trust controls and that are engaged in the same, similar or
related trades or businesses or (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 treated as a partnership for
U.S. federal income tax purposes if (i) interests in
such entity are traded 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
entitys
53
gross income for the relevant taxable year consists of
Qualifying RIC Income. The Trusts 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 that such 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, the Trust must distribute to its Unitholders
on a timely basis at least 90% of its investment company
taxable income and at least 90% of its net tax-exempt
interest income for each taxable year. In general, a RICs
investment company taxable income for any taxable
year is its taxable income, determined without regard to net
capital gain (that is, the excess of net long-term capital gains
over net short-term capital losses) and with 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 not distributed 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 and, prior to January 1, 2013,
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 the 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).
54
In order to meet the distribution requirements necessary to be
exempt from U.S. federal income tax on its distributed
income, the Trust may be required to make distributions in
excess of the yield performance of the Portfolio Securities.
Tax
Consequences to U.S. Holders
Distributions.
Distributions of the
Trusts 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 Trusts 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 capital gains
will be taxable as long-term capital gains, regardless of the
length of time the U.S. Holder has owned Units. A
distribution of an amount in excess of the Trusts current
and accumulated earnings and profits will be treated as a return
of capital that will be applied against and reduce the
U.S. Holders basis in its Units. To the extent that
the amount of any such distribution exceeds the
U.S. Holders basis in its Units, the excess will be
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 if, for example, the Trust makes
distributions of cash amounts deposited in connection with
Portfolio Deposits.
Return-of-capital
distributions may be more likely to occur in periods during
which the number of outstanding Units fluctuates significantly.
Distributions of qualified dividend income to an
individual or other non-corporate U.S. Holder during a
taxable year of such U.S. Holder beginning before
January 1, 2013 will be treated as qualified dividend
income and will 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 with respect to the underlying shares of
stock. It is unclear whether any legislation will be enacted
that would extend this treatment to taxable years beginning on
or after January 1, 2013. 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. Holders will qualify for the dividends-received
deduction only to the extent that the dividends consist of
distributions of qualifying dividends received by the Trust. In
addition, any such dividends-received deduction will be
disallowed or reduced if the corporate U.S. Holder fails to
satisfy certain requirements, including a holding period
requirement, with respect to its Units.
55
The Trust intends to distribute its net capital gains at least
annually. If, however, the Trust retains any net capital gains
for reinvestment, it may elect to treat such net capital gains
as having been distributed to its 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 a credit 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 the
adjusted tax basis of its Units by the difference between its
share of such undistributed net capital gain and the related
credit. There can be no assurance 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 taxability of a distribution depends upon the
Trusts current and accumulated earnings and profits, a
distribution received shortly after an acquisition of Units may
be taxable, even though, as an economic matter, the distribution
represents a return of the U.S. Holders initial
investment.
Distributions will be treated in the manner described above
regardless of whether such distributions are paid in cash or
invested in additional Units pursuant to the Trusts
dividend reinvestment plan. 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 one of those months, and paid during the
following January, will be treated as having been distributed by
the Trust and received by the Unitholders on December 31,
of the year in which declared.
Sales and Redemptions of Units.
In general,
upon the sale or other disposition of Units, a U.S. Holder
will recognize gain or loss in an amount equal to the
difference, if any, between the amount realized on the sale or
other disposition and the U.S. Holders adjusted tax
basis in the relevant Units. Such gain or loss generally will be
long-term gain capital gain or loss if the
U.S. Holders holding period for the relevant Units is
more than one year. 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 are generally subject to U.S. federal
income tax at lower rates than the rates applicable to ordinary
income.
Losses recognized by a U.S. Holder on the sale or other
disposition of Units held for six 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 or other disposition of Units if
the U.S. Holder acquires (including pursuant to the
Trusts dividend reinvestment plan), or enters into a
contract or option to acquire, Units within 30 days before
or after such sale or other disposition. In such a case, the
basis of the Units acquired will be adjusted to reflect the
disallowed loss.
56
If a U.S. Holder receives an in-kind distribution in
redemption of Units, the U.S. Holder will recognize gain or
loss in an amount equal to the difference between the sum of the
aggregate fair market value as of the redemption date of the
stocks and cash received in the redemption and the
U.S. Holders 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 deducted on the ground that there
has been no material change in the U.S. Holders
economic position. The Trust will not recognize gain or loss for
U.S. federal income tax purposes on an in-kind distribution
of stocks.
Under U.S. Treasury regulations, if a U.S. Holder
recognizes losses with respect to Units of $2 million or
more for an individual U.S. Holder or $10 million or
more for a corporate U.S. Holder, the U.S. Holder must
file with the IRS a disclosure statement on IRS Form 8886.
Direct shareholders of portfolio securities are in many cases
exempted from this reporting requirement, but under current
guidance, shareholders of a RIC are not exempted. The fact that
a loss is reportable under these regulations does not affect the
legal determination of whether the U.S. Holders
treatment of the loss is proper. Certain states may have similar
disclosure requirements.
Portfolio Deposits.
Upon the transfer of a
Portfolio Deposit to the Trust, a U.S. Holder will
generally recognize gain or loss with respect to each stock
included in the Portfolio Deposit in an amount equal to the
difference, if any, between the amount realized with respect to
such stock and the U.S. Holders basis in the stock.
The amount realized with respect to each stock included in a
Portfolio Deposit is determined by allocating among all of the
stocks included in the Portfolio Deposit an amount equal to the
fair market value of the Creation Units received (determined as
of 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 the Trust.
This allocation is made among such stocks in accordance with
their relative 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 deducted on the ground that there has been no
material change in the economic 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 for Portfolio Deposits.
Backup Withholding and Information
Returns.
Payments on the Units and proceeds from
a sale or other disposition of Units will generally be subject
to information reporting. 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. Holders
U.S. federal income tax liability and
57
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
A
Non-U.S. Holder
is a person that, for U.S. federal income tax purposes, is
a beneficial owner of Units and is a nonresident alien
individual, a foreign corporation, a foreign trust or a foreign
estate. The discussion below does not apply to a
Non-U.S. Holder
who is a nonresident alien individual and is present in the
United States for 183 days or more during any taxable year
or is an expatriate. Such
Non-U.S. Holders
should consult their tax advisors with respect to the particular
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 or business that the
Non-U.S. Holder
conducts in the United States.
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,
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, however, this
withholding tax will not be imposed on dividends paid by the
Trust in its taxable years beginning before January 1, 2012
to the extent that the underlying income out of which the
dividends 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). It is unclear
whether any legislation will be enacted that would extend this
exemption from withholding to the Trusts taxable years
beginning on or after January 1, 2012.
A
Non-U.S. Holder
whose income from the Trust is not effectively
connected with a U.S. trade or business 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. 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 or business carried on by
a
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. If the
Non-U.S. Holder
is a corporation, it 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. A
Non-U.S. Holder
may be subject to backup withholding
58
on net capital gain distributions that are otherwise exempt from
withholding tax or on distributions that would otherwise be
subject to withholding tax at a reduced treaty rate 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. Holders
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.
Recent legislation generally imposes withholding at a rate of
30% on payments to certain foreign entities (including financial
intermediaries) of
U.S.-source
dividends and the gross proceeds of dispositions of property
that can produce
U.S.-source
dividends, unless the relevant foreign entity satisfies various
U.S. information reporting and due diligence requirements
(generally relating to ownership by U.S. persons of
interests in, or accounts with, those entities). Pursuant to
published guidance from the IRS and the U.S. Treasury
Department, this legislation will apply to payments of dividends
made after December 31, 2013 and payments of gross proceeds
made after December 31, 2014.
Non-U.S. Holders
should consult their tax advisors regarding the possible
implications of this legislation on their investment in Units.
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 tax 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 Trust a properly executed IRS form
(generally,
Form W-8BEN).
In order to claim a refund of any Trust-level taxes imposed on
undistributed net capital gains, 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 be required to obtain a U.S. taxpayer
identification number or file a U.S. income tax return.
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 result in a non-exempt
prohibited transaction under Section 406 of
ERISA or Section 4975 of the Code. Individual retirement
account (IRA) investors and certain
59
other investors not subject to ERISA, such as Keogh Plans,
should consider that such arrangements may make only such
investments as are authorized by the governing instruments and
that IRAs, Keogh Plans and certain other types of arrangements
are subject to the prohibited transaction rules of
Section 4975 of the Code. 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 requirements of ERISA or Section 4975 of the Code.
The fiduciaries of governmental plans should, however, consider
the impact of their respective state pension codes or other
applicable law, which may include restrictions similar to ERISA
and Section 4975 of the Code, on investments in Units and
the considerations discussed above, to the extent such
considerations apply. Each purchaser and transferee of a Unit
who is subject to ERISA or Section 4975 of the Code or any
similar laws will be deemed to have represented by its
acquisition and holding of each Unit that its acquisition and
holding 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 Plan fiduciaries, and ERISA
and/or
Section 4975 of the Code prohibit certain transactions
involving plan assets between Plans or IRAs and
persons who have certain specified relationships to the Plan or
IRA (that is, parties in interest as defined in
ERISA or disqualified persons as defined in the
Code). The fiduciary standards and prohibited transaction rules
that apply to an investment in Units by a Plan will not apply to
transactions involving the Trusts assets because the Trust
is an investment company registered under the Investment Company
Act of 1940. As such, the Trusts assets are not deemed to
be plan assets under ERISA and U.S. Department
of Labor regulations by virtue of Plan
and/or
IRA
investments in Units.
Each purchaser or transferee should consult legal counsel before
purchasing the Units. 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 to
investments by, or is appropriate for, an employee benefit plan
subject to ERISA or Section 4975 of the Code or a similar
law.
CONTINUOUS
OFFERING OF UNITS
Creation Units are offered continuously to the public by the
Trust through the Distributor. Persons making Portfolio Deposits
and creating Creation Units 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 a
60
manner which could render them statutory underwriters and
subject them to the prospectus-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 it takes
Creation Units after placing a creation order with the
Distributor, breaks them down into the constituent Units and
sells the Units directly to its customers; or if it chooses to
couple the creation of a supply of new Units with an active
selling effort involving solicitation of secondary market demand
for Units. A determination of whether one is an underwriter must
take into account all the facts and circumstances pertaining to
the activities of the broker-dealer or its client in the
particular case, and the examples mentioned above should not be
considered a complete description of all the activities that
could lead to categorization as an underwriter.
As discussed in Expenses of the Trust, the Trustee
uses the services of an affiliated broker-dealer, ConvergEx, for
the execution of all brokerage transactions for the Trust.
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 of
Units, generally are required to deliver a prospectus. This is
because the prospectus delivery exemption in Section 4(3)
of the Securities Act of 1933 is not available in respect of
such transactions as a result of Section 24(d) of the
Investment Company Act of 1940. 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(3)(C) of the Securities Act of
1933, will be unable to take advantage of the prospectus
delivery exemption provided by Section 4(3) of the
Securities Act of 1933. For delivery of prospectuses to exchange
members, the prospectus 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 through broker-dealers who are members of FINRA.
Persons intending to create or redeem Creation Units in
transactions not involving a broker-dealer registered in such
persons 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 or redemption.
DIVIDEND
REINVESTMENT SERVICE
The Trust has made the Dividend Reinvestment Service available
for use by Beneficial Owners through DTC Participants for
reinvestment of their cash proceeds. Some DTC Participants may
not elect to utilize the Dividend Reinvestment Service;
therefore, an interested SPDR MidCap 400 Trust investor may wish
to contact such investors broker to ascertain the
availability of the Dividend Reinvestment Service through such
broker. Each broker may require investors to adhere to specific
61
procedures and timetables in order to participate in the
Dividend Reinvestment Service and such investors should
ascertain from their broker such necessary details.
Distributions reinvested in additional Units through the
Dividend Reinvestment Service are nevertheless taxable dividends
to Beneficial Owners to the same extent as if received in cash.
The Trustee credits to the Trust cash equal to the net asset
value of the Units issued to Beneficial Owners participating in
reinvestment through the Dividend Reinvestment Service and
generally applies the cash in the ordinary administration of the
Trust to the acquisition of Index Securities in connection with
portfolio deposits and portfolio rebalancing. The portion of the
participating Beneficial Owners dividend distribution
which exceeds the cash credited to the Trust in respect of the
creation of Units is distributed, on a pro rata basis, to the
participating Beneficial Owners. Brokerage commissions, if any,
incurred in obtaining Index Securities necessary to create
additional Units with the cash from the distributions are an
expense of the Trust.*
As discussed in Expenses of the Trust, the Trustee
uses the services of an affiliated broker-dealer, ConvergEx, for
the execution of all brokerage transactions for the Trust,
including all acquisitions of securities relating to the
Dividend Reinvestment Service.
EXPENSES
OF THE TRUST
Ordinary operating expenses of the Trust are currently being
accrued at an annual rate of 0.25%. Future accruals will depend
primarily on the level of the Trusts net assets and the
level of Trust expenses. There is no guarantee that the
Trusts ordinary operating expenses will not exceed 0.25%
of the Trusts daily NAV and the rate may be changed
without notice.
Until further notice, the Sponsor has undertaken that it will
not permit the ordinary operating expenses of the Trust, as
calculated by the Trustee, to exceed an amount that is 0.30% per
annum of the daily NAV of the Trust. To the extent the ordinary
operating expenses of the Trust do exceed such 0.30% amount, the
Sponsor will reimburse the Trust for, or assume the excess. The
Sponsor retains the ability to be repaid by the Trust for
expenses so reimbursed or assumed to the extent that
subsequently during the fiscal year expenses fall below the
0.30% per annum level on any given day. For purposes of this
undertaking, ordinary operating expenses of the
* It is difficult to estimate the annual dollar
amount of brokerage commissions that might be incurred in
connection with the Dividend Reinvestment Service during any
fiscal year. The Trustee estimates that during fiscal year 2011,
the approximate amount of brokerage commissions incurred in
implementing the Dividend Reinvestment Service was less than
$0.001 per Unit.
62
Trust do not include taxes, brokerage commissions and any
extraordinary non-recurring expenses, including the cost of any
litigation to which the Trust or the Trustee may be a party. The
Sponsor may discontinue this undertaking or renew it for a
specified period of time, or may choose to reimburse or assume
certain Trust expenses in later periods to keep Trust expenses
at a level it believes to be attractive to investors. In any
event, on any day and during any period over the life of the
Trust, total fees and expenses of the Trust may exceed 0.30% per
annum.
Subject to any applicable cap, the Sponsor may charge the Trust
a special fee for certain services the Sponsor may provide to
the Trust which would otherwise be provided by the Trustee, in
an amount not to exceed the actual cost of providing such
services. The Sponsor or the Trustee from time to time may
voluntarily assume some expenses or reimburse the Trust so that
total expenses of the Trust are reduced. Neither the Sponsor nor
the Trustee is obligated to do so and either one or both parties
may discontinue 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 Trustees fee; (b) fees payable to
transfer agents for the provision of transfer agency services;
(c) fees of the Trustee for extraordinary services
performed under the Trust Agreement; (d) various
governmental charges; (e) any taxes, fees and charges
payable by the Trustee with respect to Units (whether in
Creation Units or otherwise); (f) expenses and costs of any
action taken by the Trustee or the Sponsor to protect the Trust
and the rights and interests of Beneficial Owners of Units
(whether in Creation Units or otherwise);
(g) indemnification of the Trustee or the Sponsor for any
losses, liabilities or expenses incurred by it in the
administration of the Trust; (h) expenses incurred in
contacting Beneficial Owners of Units during the life of the
Trust and upon termination of the Trust; (i) brokerage
commissions incurred by the Trustee when acquiring or selling
Index Securities pursuant to the provisions of the
Trust Agreement; and (j) other
out-of-pocket
expenses of the Trust incurred pursuant to actions permitted or
required under the Trust Agreement.
Since 1999, the Trustee has used the services of BNY ConvergEx
Execution Solutions LLC (ConvergEx), an affiliated
broker-dealer, for the execution of all brokerage transactions
for the Trust, including adjustments to the Portfolio in
connection with the addition or removal of Index Securities from
the S&P MidCap 400 Index and acquisitions of Index
Securities in connection with the Dividend Reinvestment Service.
ConvergEx receives a fixed commission per Index Security share
on all such brokerage transactions and, in return for such
commission, seeks to execute purchases and sales of Index
Security shares at the closing price or at a price more
beneficial to the Trust. Any price improvement relative to the
closing price of the Index Security that is obtained by
ConvergEx is for the benefit of the Trust, and not the Trustee
or ConvergEx.
The Trust Agreement requires the Trustee to direct its
securities transactions only to brokers or dealers, which may
include affiliates of the Trustee, from which the
63
Trustee expects to obtain the most favorable prices for
execution of orders. The Trustee has reviewed the execution
services that ConvergEx provides to the Trust and has determined
that they are consistent with the requirements of the
Trust Agreement.
Aggregate annual brokerage commissions paid to ConvergEx by the
Trust are included in Note 8, Related Party Transactions,
in the Notes to the Trusts financial statements.
In addition, the following expenses are or may be charged to the
Trust: (a) reimbursement to the Sponsor of amounts paid by
it to S&P in respect of annual licensing fees pursuant to
the License Agreement, (b) federal and state annual
registration fees for the issuance of Units, and
(c) expenses of the Sponsor relating to the printing and
distribution of marketing materials describing Units and the
Trust (including, but not limited to, associated legal,
consulting, advertising and marketing costs and other
out-of-pocket
expenses such as printing). With respect to the marketing
expenses described in item (c) above, the Sponsor has
entered into an agreement with State Street Global Markets, LLC
(the Marketing Agent), pursuant to which the
Marketing Agent has agreed to market and promote the Trust. The
Marketing Agent is reimbursed by the Sponsor for the expenses it
incurs for providing such services out of amounts that the Trust
reimburses the Sponsor. Pursuant to the provisions of an
exemptive order, the expenses set forth in this paragraph may be
charged to the Trust by the Trustee in an amount equal to the
actual costs incurred, but in no case shall such charges exceed
0.30% per annum of the daily NAV of the Trust.
If the income received by the Trust in the form of dividends and
other distributions on Portfolio Securities is insufficient to
cover Trust expenses, the Trustee may make advances to the Trust
to cover such expenses. Otherwise the Trustee may sell Portfolio
Securities in an amount sufficient to pay such expenses. The
Trustee may reimburse itself in the amount of any such advance,
together with interest thereon at a percentage rate equal to the
then current overnight federal funds rate, by deducting such
amounts from (a) dividend payments or other income of the
Trust when such payments or other income is received,
(b) the amounts earned or benefits derived by the Trustee
on cash held by the Trustee for the benefit of the Trust, and
(c) the sale of Portfolio Securities. Notwithstanding the
foregoing, if any advance remains outstanding for more than
forty-five (45) Business Days, the Trustee may sell
Portfolio Securities to reimburse itself for such advance and
any accrued interest thereon. These advances will be secured by
a lien on the assets of the Trust in favor of the Trustee. The
expenses of the Trust are reflected in the NAV of the Trust.
For services performed under the Trust Agreement, the
Trustee is paid a fee at an annual rate of 0.10% to 0.14% of the
NAV of the Trust, as shown below, depending on the NAV of the
Trust. The compensation is computed on each Business Day on the
basis of the NAV of the Trust on such day, and the amount
thereof is accrued daily and paid monthly. During the first two
years of the operation of the Trust, the Trustees fee
64
was 0.12% per annum, regardless of the NAV of the Trust. The
Trustee, in its discretion, may also waive all or a portion of
such fee.
Trustee
Fee Scale
|
|
|
|
|
Fee as a Percentage of Net
|
Net Asset Value of the Trust
|
|
Asset Value of the Trust
|
|
0 $500,000,000
|
|
0.14% per annum*
|
$500,000,001 $1,000,000,000
|
|
0.12% per annum*
|
$1,000,000,001 and above
|
|
0.10% per annum*
|
|
|
|
*
|
|
The fee indicated applies to that portion of the NAV of the
Trust which falls in the size category indicated.
|
As of September 30, 2011 and as of December 31, 2011,
the Net Assets of the Trust were $7,730,556,939 and
$8,865,003,139, respectively. No representation is made as to
the actual Net Assets 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.
VALUATION
The NAV of the Trust is computed as of the Evaluation Time, as
shown under Summary Essential Information as
of September 30, 2011, on each Business Day. The NAV
of the Trust on a per Unit basis is determined by subtracting
all liabilities (including accrued expenses and dividends
payable) from the total value of the Portfolio and other assets
and dividing the result by the total number of outstanding
Units. For the most recent NAV information, please go to
www.spdrs.com.
The value of the Portfolio is determined by the Trustee in good
faith in the following manner. If Portfolio Securities are
listed on one or more national securities exchanges, such
evaluation is generally based on the closing sale price on that
day (unless the Trustee deems such price inappropriate as a
basis for evaluation) on the exchange which is deemed to be the
principal market therefor or, if there is no such appropriate
closing sale price on such exchange, at the closing bid price
(unless the Trustee 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 such
exchange or there is no such closing bid price available, such
evaluation shall generally be made by the Trustee in good faith
based on the closing price on the
over-the-counter
market (unless the Trustee deems such price inappropriate as a
basis for evaluation) or if there is no such appropriate closing
price, (a) on current bid prices, (b) if bid prices
are not available, on the basis of current bid prices for
comparable securities, (c) by the Trustees appraising
the value of the securities in good faith on the bid side of the
market, or (d) by any combination thereof
65
ADMINISTRATION
OF THE TRUST
Distributions
to Beneficial Owners
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, in which case the
ex-dividend date is the immediately preceding Business Day
(Ex-Dividend Date). Beneficial Owners reflected on
the records of DTC and the DTC Participants on the second (2nd)
Business Day following the Ex-Dividend Date (Record
Date) are entitled to receive an amount representing
dividends accumulated on Portfolio Securities through the
quarterly dividend period which ends on the Business Day
preceding such Ex-Dividend Date (including stocks with
ex-dividend dates falling within such quarterly dividend
period), net of fees and expenses, accrued daily for such
period. For the purposes of all dividend distributions,
dividends per Unit are calculated at least to the nearest
1/100th of $0.01. The payment of dividends is made on the
last Business Day in the calendar month following each
Ex-Dividend Date (Dividend Payment Date). Dividend
payments are made through DTC and the DTC Participants to
Beneficial Owners then of record with funds received from the
Trustee.
Dividends payable to the Trust in respect of Portfolio
Securities are credited by the Trustee to a non-interest bearing
account as of the date on which the Trust receives such
dividends. Other moneys received by the Trustee in respect of
the Portfolio, including but not limited to the Cash Component,
the Cash Redemption Payment, all moneys realized by the
Trustee from the sale of options, warrants or other similar
rights received or distributed in respect of Portfolio
Securities as dividends or distributions and capital gains
resulting from the sale of Portfolio Securities are credited by
the Trustee to a non-interest bearing account. All funds
collected or received are held by the Trustee without interest
until distributed in accordance with the provisions of the
Trust Agreement. To the extent the amounts credited to the
account generate interest income or an equivalent benefit to the
Trustee, such interest income or benefit is used to reduce the
Trustees annual fee.
Any additional distributions the Trust may need to make so as to
continue to qualify as a RIC under the Code and to avoid
U.S. federal excise tax would consist of (a) an
increase in the distribution scheduled for January to include
any amount by which the Trusts estimated investment
company taxable income and net capital gains for a year
exceeded the amount of Trust taxable income previously
distributed with respect to such year or, if greater, the
minimum amount required to avoid imposition of such excise tax,
and (b) a distribution soon after actual annual
investment company taxable income and net capital
gain of the Trust have been computed, of the amount, if any, by
which such actual income and gain exceeds the distributions
already made. The NAV of the Trust is reduced in direct
proportion to the amount of such additional distributions. The
magnitude of the additional distributions, if any, depends upon
a number of factors, including the level of redemption activity
experienced by the Trust. Because substantially all proceeds
from the sale of
66
stocks in connection with adjustments to the Portfolio are used
to purchase shares of Index Securities, the Trust may have no
cash or insufficient cash with which to pay such additional
distributions. In that case, the Trustee has to sell shares of
Portfolio Securities sufficient to produce the cash required to
make such additional distributions. In selecting the stocks to
be sold to produce cash for such distributions, the Trustee
chooses among stocks that are over-weighted in the Portfolio
relative to their weightings in the S&P MidCap 400 Index
first and then from among all other stocks in such a manner to
maintain the weightings of Portfolio Securities within the
applicable Misweighting Amount.
As specified in the Trust Agreement, the Trustee may
declare special dividends if the Trustee deems such action
necessary or advisable to preserve the status of the Trust as a
RIC or to avoid imposition of income or excise taxes on
undistributed income or deems such action otherwise advantageous
to the Trust (subject to certain limitations). The
Trust Agreement also permits the Trustee to vary the
frequency with which periodic distributions are made (e.g., from
quarterly to monthly) if it is determined by the Sponsor and the
Trustee that such a variance would be advisable to facilitate
compliance with the rules and regulations applicable to 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 the Sponsor 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.
As soon as practicable after notice of termination of the Trust,
the Trustee will distribute via DTC and the DTC Participants to
each Beneficial Owner redeeming Creation Units before the
termination date specified in such notice a portion of Portfolio
Securities and cash as described above. Otherwise, the Trustee
will distribute to each Beneficial Owner (whether in Creation
Unit size aggregations or otherwise), as soon as practicable
after termination of the Trust, such Beneficial Owners pro
rata share of the NAV of the Trust.
All distributions are made by the Trustee through DTC and the
DTC Participants to Beneficial Owners as recorded on the
book-entry system of DTC and the DTC Participants.
The settlement date for the creation of Units or the purchase of
Units in the secondary market must occur on or before the Record
Date in order for such creator or purchaser to receive a
distribution on the next Dividend Payment Date. If the
settlement date for such creation or a secondary market purchase
occurs after the Record Date, the distribution will be made to
the prior securityholder or Beneficial Owner as of such Record
Date.
Any Beneficial Owner interested in acquiring additional Units
with proceeds received from distributions described above may
elect dividend reinvestment through DTC Participants by means of
the Dividend Reinvestment Service, if such service is available
through the Beneficial Owners broker.
67
Statements
to Beneficial Owners; Annual Reports
With each distribution, the Trustee furnishes for distribution
to Beneficial Owners a statement setting forth the amount being
distributed expressed as a dollar amount per Unit.
Promptly after the end of each fiscal year, the Trustee
furnishes to the DTC Participants for distribution to each
person who was a Beneficial Owner of Units at the end of such
fiscal year, an annual report of the Trust containing financial
statements audited by independent accountants of nationally
recognized standing and such other information as may be
required by applicable laws, rules and regulations.
Rights of
Beneficial Owners
Beneficial Owners may sell Units in the secondary market, but
must accumulate enough Units to constitute a full Creation Unit
in order to redeem through the Trust. The death or incapacity of
any Beneficial Owner does not operate to terminate the Trust nor
entitle such Beneficial Owners legal representatives or
heirs to claim an accounting or to take any action or proceeding
in any court for a partition or winding up of the Trust.
Beneficial Owners shall not (a) have the right to vote
concerning the Trust, except with respect to termination and as
otherwise expressly set forth in the Trust Agreement,
(b) in any manner control the operation and management of
the Trust, or (c) be liable to any other person by reason
of any action taken by the Sponsor or the Trustee. The Trustee
has the right to vote all of the voting stocks in the Trust. The
Trustee votes the voting stocks of each issuer in the same
proportionate relationship as all other shares of each such
issuer are voted to the extent permissible and, if not
permitted, abstains from voting. The Trustee shall not be liable
to any person for any action or failure to take any action with
respect to such voting matters.
Amendments
to the Trust Agreement
The Trust Agreement may be amended from time to time by the
Trustee and the Sponsor without the consent of any Beneficial
Owners (a) to cure any ambiguity or to correct or
supplement any provision that may be defective or inconsistent
or to make such other provisions as will not adversely affect
the interests of Beneficial Owners; (b) to change any
provision as may be required by the SEC; (c) to add or
change any provision as may be necessary or advisable for the
continuing qualification of the Trust as a regulated
investment company under the Code; (d) to add or
change any provision as may be necessary or advisable if NSCC or
DTC is unable or unwilling to continue to perform its functions;
and (e) to add or change any provision to conform the
adjustments to the Portfolio and the Portfolio Deposit to
changes, if any, made by S&P in its method of determining
the S&P MidCap 400 Index. The Trust Agreement may also
be amended by the Sponsor and the Trustee with the consent of
the Beneficial Owners of 51% of the outstanding Units to add
provisions to, or change or
68
eliminate any of the provisions of, the Trust Agreement or
to modify the rights of Beneficial Owners, although the
Trust Agreement may not be amended without the consent of
the Beneficial Owners of all outstanding Units if such amendment
would (a) permit the acquisition of any securities other
than those acquired in accordance with the terms and conditions
of the Trust Agreement; (b) reduce the interest of any
Beneficial Owner in the Trust; or (c) reduce the percentage
of Beneficial Owners required to consent to any such amendment.
Promptly after the execution of an amendment, the Trustee
receives from DTC, pursuant to the terms of the Depository
Agreement, a list of all DTC Participants holding Units. The
Trustee inquires of each such DTC Participant as to the number
of Beneficial Owners for whom such DTC Participant holds Units,
and provides each such DTC Participant with sufficient copies of
a written notice of the substance of such amendment for
transmittal by each such DTC Participant to Beneficial Owners.
Termination
of the Trust Agreement
The Trust Agreement provides that the Sponsor has the
discretionary right to direct the Trustee to terminate the Trust
if at any time the NAV of the Trust is less than $100,000,000,
as such dollar amount shall be adjusted for inflation in
accordance with the CPI-U. This adjustment is to take effect at
the end of the fourth year following the Initial Date of Deposit
and at the end of each year thereafter and to be made so as to
reflect the percentage increase in consumer prices as set forth
in the CPI-U for the twelve-month period ending in the last
month of the preceding fiscal year.
The Trust may be terminated (a) by the agreement of the
Beneficial Owners of
66
2
/
3
%
of outstanding Trust Units; (b) if DTC is unable or
unwilling to continue to perform its functions as set forth
under the Trust Agreement and a comparable replacement is
unavailable; (c) if NSCC no longer provides clearance
services with respect to Trust Units, or if the Trustee is
no longer a participant in NSCC; (d) if S&P ceases
publishing the S&P MidCap 400 Index; (e) if the
License Agreement is terminated; or (f) if Trust Units
are delisted from the Exchange. The Trust will also terminate by
its terms on the Termination Date.
The Trust will terminate if either the Sponsor or the Trustee
resigns or is removed and a successor is not appointed. The
dissolution of the Sponsor or its ceasing to exist as a legal
entity for any cause whatsoever, however, will not cause the
termination of the Trust Agreement or the Trust unless the
Trustee deems termination to be in the best interests of
Beneficial Owners.
Prior written notice of the termination of the Trust must be
given at least twenty (20) days before termination of the
Trust to all Beneficial Owners. The notice must set forth the
date on which the Trust will be terminated, the period during
which the assets of the Trust will be liquidated, the date on
which Beneficial Owners of Trust Units (whether in Creation
Unit size aggregations or otherwise) will receive in cash the
NAV of the Units held, and the date upon which the books of the
Trust shall
69
be closed. The notice shall further state that, as of the date
thereof and thereafter, neither requests to create additional
Creation Units nor Portfolio Deposits will be accepted, that no
additional Units will be created for the purpose of reinvesting
dividend distributions, and that, as of the date thereof and
thereafter, the portfolio of stocks delivered upon redemption
shall be identical in composition and weighting to Portfolio
Securities as of such date rather than the stock portion of the
Portfolio Deposit as in effect on the date request for
redemption is deemed received. Beneficial Owners of Creation
Units may, in advance of the Termination Date, redeem in kind
directly from the Trust.
Within a reasonable period after the Termination Date, the
Trustee shall, subject to any applicable provisions of law, use
its best efforts to sell all of the Portfolio Securities not
already distributed to redeeming Beneficial Owners of Creation
Units. The Trustee shall not be liable or responsible in any way
for depreciation or loss incurred because of any such sale. The
Trustee may suspend such sales upon the occurrence of unusual or
unforeseen circumstances, including but not limited to a
suspension in trading of a stock, the closing or restriction of
trading on a stock exchange, the outbreak of hostilities or the
collapse of the economy. The Trustee shall deduct from the
proceeds of sale its fees and all other expenses and transmit
the remaining amount to DTC for distribution, together with a
final statement setting forth the computation of the gross
amount distributed. Trust Units not redeemed before
termination of the Trust will be redeemed in cash at NAV based
on the proceeds of the sale of Portfolio Securities, with no
minimum aggregation of Trust Units required.
SPONSOR
The Sponsor is a Delaware limited liability company incorporated
on April 6, 1998 with offices
c/o NYSE
Euronext, 11 Wall Street, New York, New York 10005. The
Sponsors Internal Revenue Service Employer Identification
Number is
26-4126158.
On October 1, 2008, the Sponsor became an indirect
wholly-owned subsidiary of NYSE Euronext following the
acquisition by NYSE Euronext of the American Stock Exchange LLC
and all of its subsidiaries. NYSE Euronext is a control
person of the Sponsor as such term is defined in the
Securities Act of 1933.
The Sponsor, at its own expense, may from time to time provide
additional promotional incentives to brokers who sell Units to
the public. In certain instances, these incentives may be
provided only to those brokers who meet certain threshold
requirements for participation in a given incentive program,
such as selling a significant number of Units within a specified
period.
If at any time the Sponsor fails to undertake or perform or
becomes incapable of undertaking or performing any of the duties
which by the terms of 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 from the Trustee of such failure, resigns, or if the
Sponsor is adjudged bankrupt or insolvent, or a receiver of
70
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, the Trustee may
appoint a successor Sponsor, agree to act as Sponsor itself, or
terminate the Trust Agreement and liquidate the Trust. Upon
the Trustees and a successor Sponsors execution of
an instrument of appointment and assumption, the successor
Sponsor succeeds to all of the rights, powers, duties and
obligations of the original Sponsor. 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 be reasonable, 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 and liquidate 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 Trust or to the Beneficial Owners of Units
for taking or refraining from taking any action in good faith,
or for errors in judgment, but is liable only for its own gross
negligence, bad faith, willful misconduct or willful malfeasance
in the performance of its duties or its reckless disregard of
its obligations and duties under the Trust Agreement. The
Sponsor is not liable or responsible in any way for depreciation
or loss incurred by the Trust because of the purchase, continued
holding 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 the Sponsor shall be
indemnified from the assets of the Trust and held harmless
against any loss, liability or expense incurred without gross
negligence, bad faith, willful misconduct or willful malfeasance
on the part of any such party arising out of or in connection
with the performance of its obligations or reckless disregard of
its obligations and duties under the Trust Agreement,
including the payment of the costs and expenses (including
counsel fees) of defending against any claim or liability.
TRUSTEE
The Trustee is a corporation organized under the laws of New
York with the powers of a trust company under the New York
Banking law with a trust office at 2 Hanson Place,
9th Floor, Brooklyn, NY 11217. The Trustees Internal
Revenue Service Employer Identification Number is
135-160382.
The Trustee is subject to
71
supervision and examination by the Federal Reserve Bank of New
York, the Federal Deposit Insurance Corporation and the New York
State Financial Services Department.
Information regarding Cash Redemption Payment amounts,
number of outstanding Trust Units and Transaction Fees may
be obtained from the Trustee toll-free at 1-866-874-4125.
Complete copies of the Trust Agreement and a list of the
parties that have executed a Participant Agreement may be
obtained from the Trustees principal office.
The Trustee may resign and be discharged of the Trust created by
the Trust Agreement by executing a notice of resignation in
writing and filing such notice with the Sponsor and mailing a
copy of the notice of resignation to all DTC Participants
reflected on the records of DTC as owning Units for distribution
to Beneficial Owners as provided above not less than sixty
(60) days before the date such resignation is to take
effect. Such resignation becomes effective upon the acceptance
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 terms of the
Trust Agreement are required to be undertaken or performed
by it, and such failure is not be cured within fifteen
(15) Business Days following receipt of notice from the
Sponsor of such failure, or is adjudged bankrupt or insolvent,
or a receiver 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 for the
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
Trustees execution of a written acceptance and
acknowledgment 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 be (a) 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) authorized under such laws to exercise
corporate trust powers; and (c) at all times have an
aggregate capital, surplus and undivided profits of not less
than $50,000,000.
Beneficial Owners of 51% of the then outstanding Units may at
any time remove the Trustee by written instrument(s) delivered
to the Trustee and the Sponsor. The Sponsor shall thereupon use
its best efforts to appoint a successor Trustee as described
above and in the Trust Agreement.
72
The Trust Agreement limits the Trustees liabilities.
It provides, among other things, that the Trustee is not liable
for (a) any action taken in reasonable reliance on properly
executed documents or for the disposition of monies or
securities or for the evaluations required to be made
thereunder, except by reason of its own gross negligence, bad
faith, willful malfeasance, willful misconduct, or reckless
disregard of its duties and obligations; (b) depreciation
or loss incurred by reason of the sale by the Trustee of any
Portfolio Securities; (c) any action the Trustee takes
where the Sponsor fails to act; and (d) any taxes or other
governmental charges imposed upon or in respect of Portfolio
Securities or upon the interest thereon or upon it as Trustee or
upon or in respect of the Trust which the Trustee may be
required to pay under any present or future law of the United
States of America or of any other taxing authority having
jurisdiction.
The Trustee and its directors, subsidiaries, shareholders,
officers, employees, and affiliates under common control with
the Trustee will be indemnified from the assets of the Trust and
held harmless against any loss, liability or expense incurred
without gross negligence, bad faith, willful misconduct, willful
malfeasance on the part of such party or reckless disregard of
its duties and obligations arising out of or in connection with
its acceptance or administration of the Trust, including the
costs and expenses (including counsel fees) of defending against
any claim or liability.
DEPOSITORY
DTC is a limited purpose trust company and member of the Federal
Reserve System.
LEGAL
OPINION
The legality of the Trust Units offered hereby has been
passed upon by Davis Polk & Wardwell LLP, New York,
New York.
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM AND
FINANCIAL STATEMENTS
The financial statements as of September 30, 2011 included
in this Prospectus have been so included in reliance upon the
report of PricewaterhouseCoopers LLP, independent registered
public accounting firm, given on the authority of said firm as
experts in auditing and accounting.
CODE OF
ETHICS
The Trust has adopted a code of ethics in compliance with
Rule 17j-1
requirements under the Investment Company Act of 1940. The code
is designed to prevent fraud, deception and misconduct against
the Trust and to provide reasonable standards of conduct. The
code is on file with the SEC and you may obtain a copy by
73
visiting the SEC at the address listed on the back cover of this
prospectus. The code is also available on the SECs
Internet site at
http://www.sec.gov.
A copy may be obtained, after paying a duplicating fee, by
electronic request at publicinfo@sec.gov, or by writing the SEC
at the address listed on the back cover of this Prospectus.
INFORMATION
AND COMPARISONS RELATING TO TRUST,
SECONDARY MARKET TRADING, NET ASSET SIZE, PERFORMANCE
AND TAX TREATMENT
Information regarding various aspects of the Trust, including
the net asset value thereof, as well as the secondary market
trading, the performance and the tax treatment of Units, may be
included from time to time in advertisements, sales literature
and other communications, and in reports to current or
prospective Beneficial Owners. Any such performance-related
information will reflect only past performance of Units, and no
guarantees can be made of future results.
Information may be provided to investors regarding the ability
to engage in short sales of Trust Units. Selling short
refers to the sale of securities which the seller does not own,
but which the seller arranges to borrow before effecting the
sale. Institutional investors may be advised that lending their
Trust Units to short sellers may generate stock loan
credits that may supplement the return they can earn from an
investment in Units. These stock loan credits may provide a
useful source of additional income for certain institutional
investors who can arrange to lend Trust Units. Potential
short sellers may be advised that a short rebate (functionally
equivalent to partial use of proceeds of the short sale) may
reduce their cost of selling short.
In addition, information may be provided to prospective or
current investors comparing and contrasting the tax efficiencies
of conventional mutual funds with Trust Units. Both
conventional mutual funds and the Trust may be required to
recognize capital gains incurred as a result of adjustments to
the composition of the S&P 400 Index and therefore to their
respective portfolios. From a tax perspective, however, a
significant difference between a conventional mutual fund and
the Trust is the process by which their shares are redeemed. In
cases where a conventional mutual fund experiences redemptions
in excess of subscriptions (net redemptions) and has
insufficient cash available to fund such net redemptions, such
mutual fund may have to sell stocks held in its portfolio to
raise and pay cash to redeeming shareholders. A mutual fund will
generally experience a taxable gain or loss when it sells such
portfolio stocks in order to pay cash to redeeming fund
shareholders. In contrast, the redemption mechanism for
Trust Units does not involve selling the portfolio stocks.
Instead, the Trust delivers the actual portfolio of stocks in an
in-kind exchange to any person redeeming Trust Units shares
in Creation Unit size aggregations. While this in-kind exchange
is a taxable transaction to the redeeming Unitholder (usually a
broker/dealer), it generally does not constitute a taxable
transaction at the Trust level and, consequently, there is no
realization of taxable gain or loss by the Trust with
74
respect to such in-kind redemptions. In a period of market
appreciation of the S&P 400 Index and, consequently,
appreciation of the portfolio stocks held in the Trust, this
in-kind redemption mechanism has the effect of eliminating the
recognition and distribution of those net unrealized gains at
the Trust level. Although the same result would apply to
conventional mutual funds utilizing an in-kind redemption
mechanism, the opportunities to redeem fund shares by delivering
portfolio stocks in kind are limited in most mutual funds.
Investors may be informed that, while no unequivocal statement
can be made as to the net tax impact on a conventional mutual
fund resulting from the purchases and sales of its portfolio
stocks over a period of time, conventional funds that have
accumulated substantial unrealized capital gains, if they
experience net redemptions and do not have sufficient available
cash, may be required to make taxable capital gains
distributions that are generated by changes in such funds
portfolio. In contrast, the in-kind redemption mechanism of
Trust Units may make them more tax-efficient investments
under most circumstances than comparable conventional mutual
fund shares. As discussed above, this in-kind redemption feature
tends to lower the amount of annual net capital gains
distributions to Unitholders as compared to their conventional
mutual fund counterparts. Since Unitholders are generally
required to pay income tax on capital gains distributions, the
smaller the amount of such distributions, the smaller will be
the Unitholders tax liability. To the extent that the
Trust is not required to recognize capital gains, a Unitholder
is able, in effect, to defer tax on such gains until he sells or
otherwise disposes of his shares, or the Trust terminates. If
such Unitholder retains his shares until his death, under
current law the tax basis of such shares would be adjusted to
their then fair market value.
One important difference between Trust Units and
conventional mutual fund shares is that Trust Units are
available for purchase or sale on an intraday basis on the
Exchange. An investor who buys shares in a conventional mutual
fund will buy or sell shares at a price at or related to the
closing NAV per share, as determined by the fund. In contrast,
Trust Units are not offered for purchase or redeemed for
cash at a fixed relationship to closing NAV. The tables below
illustrate the distribution relationship of Trust Units
closing prices to NAV for the period
5/4/95
(the
first trading date of the Trust) through
12/31/11,
the distribution relationships of high, low and closing prices
over the same period, and distribution of bid/ask spreads for
2011. This table should help investors evaluate some of the
advantages and disadvantages of Trust Units relative to
funds sold and redeemed at prices related to closing NAV.
Specifically, the table illustrates in an approximate way the
risks of buying or selling Trust Units at prices less
favorable than closing NAV and, correspondingly, the
opportunities to buy or sell at prices more favorable than
closing NAV.
The investor may wish to evaluate the opportunity to buy or sell
on an intraday basis versus the assurance of a transaction at or
related to closing NAV. To assist investors in making this
comparison, the table illustrates the distribution of percentage
ranges between the high and the low price each day and between
each extreme daily value and the closing NAV for all trading
days from
5/4/95
through
12/31/11.
75
The investor may wish to compare these ranges with the average
bid/ask spread on Trust Units and add any commissions
charged by a broker. The trading ranges for this period will not
necessarily be typical of trading ranges in future years and the
bid/ask spread on Trust Units may vary materially over time
and may be significantly greater at times in the future. There
is some evidence, for example, that the bid/ask spread will
widen in markets that are more volatile and narrow when markets
are less volatile. Consequently, the investor should expect
wider bid/ask spreads to be associated with wider daily spread
ranges.
76
Daily
Percentage Price Ranges: Average and Frequency Distribution
for
SPDR MidCap 400 Trust and S&P MidCap 400 Index:
Highs and Lows vs. Close*
(from
inception of trading through
12/31/2011)
S&P
MIDCAP 400 INDEX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intraday High Value
|
|
|
Intraday Low Value
|
|
|
|
Daily % Price Range
|
|
|
Above Closing Value
|
|
|
Below Closing Value
|
|
Range
|
|
Frequency
|
|
|
% of Total
|
|
|
Frequency
|
|
|
% of Total
|
|
|
Frequency
|
|
|
% of Total
|
|
|
00.25%
|
|
|
9
|
|
|
|
0.21
|
%
|
|
|
1704
|
|
|
|
40.60
|
%
|
|
|
1119
|
|
|
|
26.66
|
%
|
0.250.5%
|
|
|
215
|
|
|
|
5.12
|
%
|
|
|
655
|
|
|
|
15.61
|
%
|
|
|
744
|
|
|
|
17.73
|
%
|
0.51.0%
|
|
|
1232
|
|
|
|
29.35
|
%
|
|
|
797
|
|
|
|
18.99
|
%
|
|
|
1109
|
|
|
|
26.42
|
%
|
1.01.5%
|
|
|
1109
|
|
|
|
26.42
|
%
|
|
|
421
|
|
|
|
10.03
|
%
|
|
|
574
|
|
|
|
13.68
|
%
|
1.52.0%
|
|
|
712
|
|
|
|
16.96
|
%
|
|
|
271
|
|
|
|
6.46
|
%
|
|
|
297
|
|
|
|
7.08
|
%
|
2.02.5%
|
|
|
363
|
|
|
|
8.65
|
%
|
|
|
140
|
|
|
|
3.34
|
%
|
|
|
147
|
|
|
|
3.50
|
%
|
2.53.0%
|
|
|
206
|
|
|
|
4.91
|
%
|
|
|
80
|
|
|
|
1.91
|
%
|
|
|
75
|
|
|
|
1.79
|
%
|
3.03.5%
|
|
|
123
|
|
|
|
2.93
|
%
|
|
|
54
|
|
|
|
1.29
|
%
|
|
|
49
|
|
|
|
1.17
|
%
|
>3.5%
|
|
|
228
|
|
|
|
5.43
|
%
|
|
|
75
|
|
|
|
1.79
|
%
|
|
|
83
|
|
|
|
1.98
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
4197
|
|
|
|
100.00
|
%
|
|
|
4197
|
|
|
|
100.00
|
%
|
|
|
4197
|
|
|
|
100.00
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Daily Range: 1.6544%
SPDR
MIDCAP 400 TRUST
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intraday High Value
|
|
|
Intraday Low Value
|
|
|
|
Daily % Price Range
|
|
|
Above Closing Value
|
|
|
Below Closing Value
|
|
Range
|
|
Frequency
|
|
|
% of Total
|
|
|
Frequency
|
|
|
% of Total
|
|
|
Frequency
|
|
|
% of Total
|
|
|
00.25%
|
|
|
21
|
|
|
|
0.50
|
%
|
|
|
1338
|
|
|
|
31.88
|
%
|
|
|
995
|
|
|
|
23.71
|
%
|
0.250.5%
|
|
|
128
|
|
|
|
3.05
|
%
|
|
|
752
|
|
|
|
17.92
|
%
|
|
|
759
|
|
|
|
18.08
|
%
|
0.51.0%
|
|
|
1115
|
|
|
|
26.57
|
%
|
|
|
961
|
|
|
|
22.90
|
%
|
|
|
1218
|
|
|
|
29.02
|
%
|
1.01.5%
|
|
|
1171
|
|
|
|
27.90
|
%
|
|
|
495
|
|
|
|
11.79
|
%
|
|
|
586
|
|
|
|
13.96
|
%
|
1.52.0%
|
|
|
781
|
|
|
|
18.61
|
%
|
|
|
308
|
|
|
|
7.34
|
%
|
|
|
317
|
|
|
|
7.55
|
%
|
2.02.5%
|
|
|
399
|
|
|
|
9.51
|
%
|
|
|
136
|
|
|
|
3.24
|
%
|
|
|
135
|
|
|
|
3.22
|
%
|
2.53.0%
|
|
|
237
|
|
|
|
5.65
|
%
|
|
|
94
|
|
|
|
2.24
|
%
|
|
|
70
|
|
|
|
1.67
|
%
|
3.03.5%
|
|
|
128
|
|
|
|
3.05
|
%
|
|
|
43
|
|
|
|
1.02
|
%
|
|
|
44
|
|
|
|
1.05
|
%
|
>3.5%
|
|
|
217
|
|
|
|
5.17
|
%
|
|
|
70
|
|
|
|
1.67
|
%
|
|
|
73
|
|
|
|
1.74
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
4197
|
|
|
|
100.00
|
%
|
|
|
4197
|
|
|
|
100.00
|
%
|
|
|
4197
|
|
|
|
100.00
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Daily Range: 1.7143%
77
Frequency
Distribution of Discounts and Premiums for the SPDR MidCap 400
Trust:
Closing Price vs. Net Asset Value (NAV) as of
12/31/11
(1)(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Calendar
|
|
|
Calendar
|
|
|
Calendar
|
|
|
Calendar
|
|
|
|
|
|
From
|
|
|
|
Quarter
|
|
|
Quarter
|
|
|
Quarter
|
|
|
Quarter
|
|
|
Calendar
|
|
|
5/4/1995
|
|
|
|
|
|
|
Ending
|
|
|
Ending
|
|
|
Ending
|
|
|
Ending
|
|
|
Year
|
|
|
through
|
Range
|
|
|
3/31/2011
|
|
|
6/30/2011
|
|
|
9/30/2011
|
|
|
12/31/2011
|
|
|
2011
|
|
|
12/31/2011
|
>200
|
|
|
Days
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basis Points
|
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
150 200
|
|
|
Days
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basis Points
|
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.1%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100 150
|
|
|
Days
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basis Points
|
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.2%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50 100
|
|
|
Days
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
127
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basis Points
|
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25 50
|
|
|
Days
|
|
|
|
|
|
1
|
|
|
|
|
|
|
|
|
1
|
|
|
393
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basis Points
|
|
|
%
|
|
|
|
|
|
1.6%
|
|
|
|
|
|
|
|
|
0.4%
|
|
|
9.4%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 25
|
|
|
Days
|
|
|
20
|
|
|
27
|
|
|
26
|
|
|
26
|
|
|
99
|
|
|
1531
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basis Points
|
|
|
%
|
|
|
32.3%
|
|
|
42.9%
|
|
|
40.6%
|
|
|
41.3%
|
|
|
39.3%
|
|
|
36.5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Days
|
|
|
Days
|
|
|
20
|
|
|
28
|
|
|
26
|
|
|
26
|
|
|
100
|
|
|
2064
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
at Premium
|
|
|
%
|
|
|
32.3%
|
|
|
44.4%
|
|
|
40.6%
|
|
|
41.3%
|
|
|
39.7%
|
|
|
49.2%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Closing Price
|
|
|
Days
|
|
|
0
|
|
|
0
|
|
|
1
|
|
|
0
|
|
|
1
|
|
|
56
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equal to NAV
|
|
|
%
|
|
|
0.0%
|
|
|
0.0%
|
|
|
1.6%
|
|
|
0.0%
|
|
|
0.4%
|
|
|
1.3%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Days
|
|
|
Days
|
|
|
42
|
|
|
35
|
|
|
37
|
|
|
37
|
|
|
151
|
|
|
2077
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
at Discount
|
|
|
%
|
|
|
67.7%
|
|
|
55.6%
|
|
|
57.8%
|
|
|
58.7%
|
|
|
59.9%
|
|
|
49.5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 -25
|
|
|
Days
|
|
|
42
|
|
|
35
|
|
|
37
|
|
|
37
|
|
|
151
|
|
|
1632
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basis Points
|
|
|
%
|
|
|
67.7%
|
|
|
55.6%
|
|
|
57.8%
|
|
|
58.7%
|
|
|
59.9%
|
|
|
38.9%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-25 -50
|
|
|
Days
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
320
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basis Points
|
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7.6%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-50 -100
|
|
|
Days
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
103
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basis Points
|
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-100 -150
|
|
|
Days
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basis Points
|
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.4%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-150 -200
|
|
|
Days
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basis Points
|
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.1%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
< -200
|
|
|
Days
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basis Points
|
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Close was within 0.50%
of NAV better than 93% of the time from May 4, 1995
(the first day of trading) through December 31, 2011.
|
|
|
(1)
|
|
Source: NYSE Euronext
|
|
(2)
|
|
From May 4, 1995 to November 28, 2008 the closing
price was the last price on NYSE Amex (formerly the American
Stock Exchange) and from December 1, 2008 to
December 31, 2011 the last price was the NYSE Arca last
price.
|
78
Frequency
Distribution of Discounts and Premiums for the SPDR MidCap 400
Trust:
Bid/Ask Price vs. Net Asset Value (NAV) as of
12/31/11
(1)(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Calendar
|
|
|
Calendar
|
|
|
Calendar
|
|
|
Calendar
|
|
|
|
|
|
|
|
|
|
Quarter
|
|
|
Quarter
|
|
|
Quarter
|
|
|
Quarter
|
|
|
Calendar
|
|
|
|
|
|
|
Ending
|
|
|
Ending
|
|
|
Ending
|
|
|
Ending
|
|
|
Year
|
Range
|
|
|
|
|
|
3/31/2011
|
|
|
6/30/2011
|
|
|
9/30/2011
|
|
|
12/31/2011
|
|
|
2011
|
>200
|
|
|
Days
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basis Points
|
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
1.6%
|
|
|
0.4%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
150 200
|
|
|
Days
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basis Points
|
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
0.0%
|
|
|
0.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100 150
|
|
|
Days
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basis Points
|
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
0.0%
|
|
|
0.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50 100
|
|
|
Days
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basis Points
|
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
0.0%
|
|
|
0.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25 50
|
|
|
Days
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basis Points
|
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
0.0%
|
|
|
0.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 25
|
|
|
Days
|
|
|
19
|
|
|
26
|
|
|
41
|
|
|
35
|
|
|
121
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basis Points
|
|
|
%
|
|
|
30.6%
|
|
|
41.3%
|
|
|
64.1%
|
|
|
55.6%
|
|
|
48.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Days
|
|
|
Days
|
|
|
19
|
|
|
26
|
|
|
41
|
|
|
36
|
|
|
122
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
at Premium
|
|
|
%
|
|
|
30.6%
|
|
|
41.3%
|
|
|
64.1%
|
|
|
57.1%
|
|
|
48.4%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Closing Price
|
|
|
Days
|
|
|
1
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equal to NAV
|
|
|
%
|
|
|
1.6%
|
|
|
0.0%
|
|
|
0.0%
|
|
|
0.0%
|
|
|
0.4%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Days
|
|
|
Days
|
|
|
42
|
|
|
37
|
|
|
23
|
|
|
27
|
|
|
129
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
at Discount
|
|
|
%
|
|
|
67.7%
|
|
|
58.7%
|
|
|
35.9%
|
|
|
42.9%
|
|
|
51.2%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 -25
|
|
|
Days
|
|
|
42
|
|
|
37
|
|
|
23
|
|
|
27
|
|
|
129
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basis Points
|
|
|
%
|
|
|
67.7%
|
|
|
58.7%
|
|
|
35.9%
|
|
|
42.9%
|
|
|
51.2%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
−25 -50
|
|
|
Days
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basis Points
|
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
−50 -100
|
|
|
Days
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basis Points
|
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
−100 -150
|
|
|
Days
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basis Points
|
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
−150 -200
|
|
|
Days
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basis Points
|
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
<−200
|
|
|
Days
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basis Points
|
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Source: NYSE Euronext
|
|
(2)
|
|
Since December 1, 2008, the Bid/Ask price has been the NYSE
Arca Bid/Ask price at 4:00 p.m. From November 28, 2008
to April 3, 2001, the Bid/Ask price was calculated based on
the best bid and the best offer on NYSE Amex (formerly the
American Stock Exchange) at 4:00 p.m. However, prior to
April 3, 2001, the calculation of the Bid/Ask Price was
based on the midpoint of the best bid and best offer at the
close of trading on the American Stock Exchange, ordinarily
4:15 p.m.
|
79
Comparison
of Total Returns Based on NAV and Bid/Ask
Price
(1)
as of
12/31/11*
Cumulative Total Return
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 Year
|
|
5 Year
|
|
10 Year
|
|
SPDR MidCap 400 Trust
|
|
|
|
|
|
|
|
|
|
|
|
|
Return Based on
NAV
(2)(3)(4)(5)
|
|
|
−1.97
|
%
|
|
|
15.98
|
%
|
|
|
91.69
|
%
|
Return Based on Bid/Ask
Price
(2)(3)(4)(5)
|
|
|
−2.12
|
%
|
|
|
15.90
|
%
|
|
|
92.15
|
%
|
S&P MidCap 400 Index
|
|
|
−1.73
|
%
|
|
|
17.72
|
%
|
|
|
97.40
|
%
|
Average
Annual Total Return
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 Year
|
|
5 Year
|
|
10 Year
|
|
SPDR MidCap 400 Trust
|
|
|
|
|
|
|
|
|
|
|
|
|
Return Based on
NAV
(2)(3)(4)(5)
|
|
|
−1.97
|
%
|
|
|
3.01
|
%
|
|
|
6.72
|
%
|
Return Based on Bid/Ask
Price
(2)(3)(4)(5)
|
|
|
−2.12
|
%
|
|
|
3.00
|
%
|
|
|
6.75
|
%
|
S&P MidCap 400 Index
|
|
|
−1.73
|
%
|
|
|
3.32
|
%
|
|
|
7.04
|
%
|
|
|
|
(1)
|
|
Since December 1, 2008, the
Bid/Ask price has been the NYSE Arca Bid/Ask price at
4:00 p.m. From November 28, 2008 to April 3,
2001, the Bid/Ask price was calculated based on the best bid and
the best offer on NYSE Amex (formerly the American Stock
Exchange) at 4:00 p.m.
|
|
|
|
(2)
|
|
Total return figures have been
calculated in the manner described above in
HighlightsBar Chart and Table.
|
|
(3)
|
|
Includes all applicable ordinary
operating expenses set forth above in
HighlightsExpenses 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
HighlightsA Transaction Fee is Payable for Each
Creation and for Each Redemption of Creation Units. If
these amounts were reflected, returns would be less than those
shown.
|
|
|
|
(5)
|
|
Does not include brokerage
commissions and charges incurred only by persons who make
purchases and sales of Units in the secondary market as
discussed above in HighlightsBrokerage Commissions
on Units. If these amounts were reflected, returns would
be less than those shown.
|
|
|
|
*
|
|
Source: NYSE Euronext and The Bank
of New York Mellon
|
80
GLOSSARY
|
|
|
|
|
|
|
Page
|
|
20 Basis Point Limit
|
|
|
9
|
|
Additional Cash Deposit
|
|
|
35
|
|
Adjustment Day
|
|
|
46
|
|
Authorized Participant
|
|
|
5
|
|
Balancing Amount
|
|
|
46
|
|
Bar Chart
|
|
|
7
|
|
Beneficial Owners
|
|
|
10
|
|
Business Day
|
|
|
3
|
|
Cash Component
|
|
|
5
|
|
Cash Redemption Payment
|
|
|
39
|
|
Clearing Process
|
|
|
5
|
|
Closing Time
|
|
|
34
|
|
CNS
|
|
|
5
|
|
Code
|
|
|
10
|
|
ConvergEx
|
|
|
63
|
|
Creation Units
|
|
|
4
|
|
Depository Agreement
|
|
|
38
|
|
Distributor
|
|
|
4
|
|
Dividend Equivalent Payment
|
|
|
5
|
|
Dividend Payment Date
|
|
|
66
|
|
Dividend Reinvestment Service
|
|
|
10
|
|
DTC
|
|
|
5
|
|
DTCC
|
|
|
33
|
|
DTCC Shares
|
|
|
33
|
|
DTC Cut-Off Time
|
|
|
42
|
|
DTC Participant
|
|
|
5
|
|
ERISA
|
|
|
59
|
|
ETF
|
|
|
33
|
|
Evaluation Time
|
|
|
1
|
|
Ex-Dividend Date
|
|
|
66
|
|
Excess Cash Amounts
|
|
|
40
|
|
Exchange
|
|
|
4
|
|
GAAP
|
|
|
20
|
|
Index Securities
|
|
|
3
|
|
Indirect Participants
|
|
|
37
|
|
Initial Date of Deposit
|
|
|
2
|
|
IRA
|
|
|
59
|
|
IRS
|
|
|
54
|
|
License Agreement
|
|
|
i
|
|
Marketing Agent
|
|
|
64
|
|
Misweighting
|
|
|
43
|
|
Misweighting Amount
|
|
|
43
|
|
NAV
|
|
|
3
|
|
NAV Amount
|
|
|
46
|
|
Non-U.S.
Holder
|
|
|
58
|
|
NSCC
|
|
|
5
|
|
NSCC Business Day
|
|
|
14
|
|
NYSE
|
|
|
3
|
|
NYSE Alternext US
|
|
|
51
|
|
NYSE Arca
|
|
|
4
|
|
Participant Agreement
|
|
|
5
|
|
Participating Party
|
|
|
5
|
|
Plans
|
|
|
59
|
|
Portfolio
|
|
|
3
|
|
Portfolio Deposit
|
|
|
5
|
|
Portfolio Deposit Amount
|
|
|
46
|
|
Portfolio Securities
|
|
|
3
|
|
Qualifying RIC Income
|
|
|
53
|
|
Record Date
|
|
|
66
|
|
Request Day
|
|
|
46
|
|
RIC
|
|
|
10
|
|
S&P
|
|
|
3
|
|
S&P MidCap 400 Index
|
|
|
3
|
|
SEC
|
|
|
5
|
|
Sponsor
|
|
|
3
|
|
SSGM
|
|
|
25
|
|
Table
|
|
|
7
|
|
Transaction Fee
|
|
|
9
|
|
Transmittal Date
|
|
|
33
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|
Trust
|
|
|
3
|
|
Trust Agreement
|
|
|
3
|
|
Trustee
|
|
|
3
|
|
Trust Units
|
|
|
3
|
|
Units
|
|
|
3
|
|
Unitholders
|
|
|
53
|
|
U.S. Holder
|
|
|
52
|
|
Weighting Analysis
|
|
|
44
|
|
81
[This Page Intentionally Left Blank.]
SPDR
S&P MIDCAP 400 ETF TRUST
(SPDR MIDCAP 400 TRUST)
SPONSOR:
PDR SERVICES LLC
This Prospectus does not include all of the information with
respect to the SPDR MidCap 400 Trust set forth in its
Registration Statement filed with the SEC in
Washington, D.C. under the:
|
|
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Securities Act of 1933 (File
No. 33-89088) and
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Investment Company Act of 1940 (File
No. 811-8972).
|
To obtain copies from the SEC at prescribed rates
WRITE:
Public Reference Section of the SEC
100 F Street, N.E., Washington, D.C. 20549
CALL:
1-800-SEC-0330
VISIT:
http://www.sec.gov
No person is authorized to give any information or make any
representation about the SPDR MidCap 400 Trust not contained in
this Prospectus, and you should not rely on any other
information. Read and keep both parts of this Prospectus for
future reference.
PDR Services LLC has filed a registration statement on
Form S-6
and
Form N-8B-2
with the SEC covering the Units. While this prospectus is a part
of the registration statement on
Form S-6,
it does not contain all the exhibits filed as part of the
registration statement on
Form S-6.
You should consider reviewing the full text of those exhibits.
Prospectus
dated January 26, 2012
SPDR S&P MIDCAP 400 (AMEX:MDY)
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De Mai 2024 à Juin 2024
SPDR S&P MIDCAP 400 (AMEX:MDY)
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De Juin 2023 à Juin 2024