e485bpos

As filed with the Securities and Exchange Commission on October 28, 2011
Securities Act File No. 333-57793
Investment Company Act of 1940 File No. 811-08839

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 þ

Post-Effective Amendment No. 73 þ

And

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 þ

Amendment No. 75 þ

SPDR^® SERIES TRUST

(Exact Name of Registrant as Specified in Charter)

One Lincoln Street
Boston, Massachusetts 02111
(Address of Principal Executive Offices)

Registrant’s Telephone Number: (866) 787-2257

Ryan M. Louvar, Esq.
State Street Bank and Trust Company
One Lincoln Street/CPH0326
Boston, Massachusetts 02111
(Name and Address of Agent for Service)

Copies to:
W. John McGuire, Esq.
Morgan, Lewis and Bockius LLP
1111 Pennsylvania Ave., NW
Washington, DC 20004

It is proposed that this filing will become effective:

o immediately upon filing pursuant to Rule 485, paragraph (b)

þ on October 31, 2011 pursuant to Rule 485, paragraph (b)

o 60 days after filing pursuant to Rule 485, paragraph (a)(1)

o on _________________ pursuant to Rule 485, paragraph (a)(1)

o 75 days after filing pursuant to Rule 485, paragraph (a)(2)

o on _________________ pursuant to Rule 485, paragraph (a)(2)

o this post-effective amendment designates a new effective date for a previously filed post-effective amendment.

SPDR^® Series Trust
Prospectus
October 31, 2011

SPDR Dow Jones Total Market ETF (TMW)

SPDR Dow Jones Large Cap ETF (ELR)

SPDR S&P^® 500 Growth ETF (SPYG)

SPDR S&P 500 Value ETF (SPYV)

SPDR Dow Jones Mid Cap ETF (EMM)

SPDR S&P 400 Mid Cap Growth ETF (MDYG)

SPDR S&P 400 Mid Cap Value ETF (MDYV)

SPDR S&P 600 Small Cap ETF (SLY)

SPDR S&P 600 Small Cap Growth ETF (SLYG)

SPDR S&P 600 Small Cap Value ETF (SLYV)

SPDR Global Dow ETF (DGT)

SPDR Dow Jones REIT ETF (RWR)

SPDR S&P Bank ETF (KBE)

SPDR S&P Capital Markets ETF (KCE)

SPDR S&P Insurance ETF (KIE)

SPDR S&P Mortgage Finance ETF (KME)

SPDR S&P Regional Banking ETF (KRE)

SPDR Morgan Stanley Technology ETF (MTK)

SPDR S&P Dividend ETF (SDY)

SPDR S&P Aerospace & Defense ETF (XAR)

SPDR S&P Biotech ETF (XBI)

SPDR S&P Building & Construction ETF (XBC)

SPDR S&P Computer Hardware ETF (XHW)

SPDR S&P Food & Beverage ETF

SPDR S&P Health Care Equipment ETF (XHE)

SPDR S&P Health Care Services ETF (XHS)

SPDR S&P Homebuilders ETF (XHB)

SPDR S&P LeisureTime ETF (XLZ)

SPDR S&P Metals & Mining ETF (XME)

SPDR S&P Oil & Gas Equipment & Services ETF (XES)

SPDR S&P Oil & Gas Exploration & Production ETF (XOP)

SPDR S&P Outsourcing & IT Consulting ETF (XOT)

SPDR S&P Pharmaceuticals ETF (XPH)

SPDR S&P Retail ETF (XRT)

SPDR S&P Semiconductor ETF (XSD)

SPDR S&P Software & Services ETF (XSW)

SPDR S&P Telecom ETF (XTL)

SPDR S&P Transportation ETF (XTN)

SPDR Wells Fargo^® Preferred Stock ETF (PSK)

Principal U.S. Listing Exchange for each ETF: NYSE Arca, Inc.

The U.S. Securities and Exchange Commission has not approved or disapproved these securities or passed upon the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offense. Shares in the Funds are not guaranteed or insured by the Federal Deposit Insurance Corporation or any other agency of the U.S. Government, nor are Shares deposits or obligations of any bank. Such Shares in the Funds involve investment risks, including the loss of principal.

Precise in a world that isn’tSM

Table of Contents


		FUND SUMMARIES


		SPDR Dow Jones Total Market ETF		1


		SPDR Dow Jones Large Cap ETF		4


		SPDR S&P 500 Growth ETF		7


		SPDR S&P 500 Value ETF		10


		SPDR Dow Jones Mid Cap ETF		13


		SPDR S&P 400 Mid Cap Growth ETF		16


		SPDR S&P 400 Mid Cap Value ETF		19


		SPDR S&P 600 Small Cap ETF		22


		SPDR S&P 600 Small Cap Growth ETF		25


		SPDR S&P 600 Small Cap Value ETF		28


		SPDR Global Dow ETF		31


		SPDR Dow Jones REIT ETF		35


		SPDR S&P Bank ETF		39


		SPDR S&P Capital Markets ETF		43


		SPDR S&P Insurance ETF		47


		SPDR S&P Mortgage Finance ETF		51


		SPDR S&P Regional Banking ETF		55


		SPDR Morgan Stanley Technology ETF		59


		SPDR S&P Dividend ETF		62


		SPDR S&P Aerospace & Defense ETF		65


		SPDR S&P Biotech ETF		68


		SPDR S&P Building & Construction ETF		72


		SPDR S&P Computer Hardware ETF		75


		SPDR S&P Food & Beverage ETF		78


		SPDR S&P Health Care Equipment ETF		81


		SPDR S&P Health Care Services ETF		84


		SPDR S&P Homebuilders ETF		87


		SPDR S&P LeisureTime ETF		91


		SPDR S&P Metals & Mining ETF		94


		SPDR S&P Oil & Gas Equipment & Services ETF		98


		SPDR S&P Oil & Gas Exploration & Production ETF		102


		SPDR S&P Outsourcing & IT Consulting ETF		106


		SPDR S&P Pharmaceuticals ETF		109


		SPDR S&P Retail ETF		113


		SPDR S&P Semiconductor ETF		116


		SPDR S&P Software & Services ETF		120


		SPDR S&P Telecom ETF		123


		SPDR S&P Transportation ETF		126


		SPDR Wells Fargo Preferred Stock ETF		129


		SUMMARY INFORMATION ABOUT PURCHASES, SALES AND TAXES		133


		ADDITIONAL STRATEGIES		133


		ADDITIONAL RISK INFORMATION		134


		MANAGEMENT		139


		INDEX/TRADEMARK LICENSES/DISCLAIMERS		141


		ADDITIONAL PURCHASE AND SALE INFORMATION		144


		OTHER CONSIDERATIONS		144


		DISTRIBUTIONS		144


		PORTFOLIO HOLDINGS		145


		ADDITIONAL TAX INFORMATION		145


		GENERAL INFORMATION		147


		PREMIUM/DISCOUNT INFORMATION		148


		FINANCIAL HIGHLIGHTS		148


		WHERE TO LEARN MORE ABOUT THE FUNDS		Back Cover

Precise in a world that isn’t.SM

FUND SUMMARIES

SPDR^® Dow Jones Total Market ETF

INVESTMENT OBJECTIVE

The SPDR Dow Jones Total Market ETF (the “Fund”) seeks to provide investment results that, before expenses, correspond generally to the total return performance of an index that tracks a broad universe of exchange traded U.S. equity securities.

FEES AND EXPENSES OF THE FUND

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. This table and the example below do not reflect brokerage commissions you may pay on purchases and sales of the Fund’s shares.

annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment):



MANAGEMENT FEES		0.20%

DISTRIBUTION AND SERVICE (12b-1) FEES		None

OTHER EXPENSES*		0.00%

TOTAL ANNUAL FUND OPERATING EXPENSES*		0.20%


*	Amounts do not reflect certain other expenses of 0.02% incurred during the prior fiscal year which are not expected to be incurred during the current fiscal year.

example:

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated, and then sell all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:




YEAR 1	YEAR 3	YEAR 5	YEAR 10

$20	$64	$113	$255

portfolio turnover:

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 2% of the average value of its portfolio.

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of the Dow Jones U.S. Total Stock Market Index (the “Index”), the Fund employs a sampling strategy, which means that the Fund is not required to purchase all of the securities represented in the Index. Instead, the Fund may purchase a subset of the securities in the Index in an effort to hold a portfolio of securities with generally the same risk and return characteristics of the Index. The quantity of holdings in the Fund will be based on a number of factors, including asset size of the Fund. SSgA Funds Management, Inc. (“SSgA FM” or the “Adviser”), the investment adviser to the Fund, generally expects the Fund to hold less than the total number of securities in the Index, but reserves the right to hold as many securities as it believes necessary to achieve the Fund’s investment objective.

Precise in a world that isn’t. SM 1

change in this 80% investment policy. In addition, the Fund may invest in equity securities that are not included in the Index, cash and cash equivalents or money market instruments, such as repurchase agreements and money market funds (including money market funds advised by the Adviser).

The Index is designed to represent the performance of all U.S. equity securities with readily available price data. The Index tracks all the U.S. common stocks regularly traded on the New York Stock Exchange, NYSE Amex (formerly the American Stock Exchange) and the NASDAQ Stock Market. The Index is a float-adjusted market capitalization weighted index that reflects shares of securities actually available to investors in the marketplace. To be included in the Index, an issue generally must be all of the following: (i) a company’s primary equity issue (common stock, REIT or limited partnership); and (ii) the security of a U.S. company. A semiannual composition review of the Index is announced and implemented in March and September. Shares and float factors of the Index are updated on a quarterly basis. Except to account for stock splits and reverse splits, shares and float factors will not be adjusted for bulletin board, NYSE Arca and pink sheet stocks until they are returned to exchange listings. Companies that are re-listed as of the close of trading on the second Friday of each month will have their shares and float adjustments made at the same time as the monthly index additions and deletions, after the close of trading on the third Friday of each month. As of September 30, 2011, the Index was comprised of 3,809 stocks.

The Index is sponsored by Dow Jones & Company, Inc. (the “Index Provider”) which is not affiliated with the Fund or the Adviser. The Index Provider determines the composition of the Index, relative weightings of the securities in the Index and publishes information regarding the market value of the Index.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

passive strategy/index risk: The Fund is managed with a passive investment strategy, attempting to track the performance of an unmanaged index of securities. This differs from an actively managed fund, which typically seeks to outperform a benchmark index. As a result, the Fund may hold constituent securities of the Index regardless of the current or projected performance of a specific security or a particular industry or market sector. Maintaining investments in securities regardless of market conditions or the performance of individual securities could cause the Fund’s return to be lower than if the Fund employed an active strategy.

index tracking risk: While the Adviser seeks to track the performance of the Index as closely as possible (i.e., achieve a high degree of correlation with the Index), the Fund’s return may not match or achieve a high degree of correlation with the return of the Index due to operating expenses, transaction costs, cash flows, regulatory requirements and operational inefficiencies. For example, the Adviser anticipates that it may take several business days for additions and deletions to the Index to be reflected in the portfolio composition of the Fund.

equity investing risk: An investment in the Fund involves risks similar to those of investing in any fund of equity securities, such as market fluctuations, changes in interest rates and perceived trends in stock prices.

non-diversification risk: The Fund is non-diversified and may invest a larger percentage of its assets in securities of a few issuers or a single issuer than that of a diversified fund. As a result, the Fund’s performance may be disproportionately impacted by the performance of relatively few securities.

2 Precise in a world that isn’t. SM

FUND PERFORMANCE

The following bar chart and table provide an indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year and by showing how the Fund’s average annual returns for certain time periods compare with the average annual returns of the Index. The Fund’s past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Updated performance information is available online at http://www.spdrs.com.

annual total return (years ended 12/31)*


2001			-10.23
2002			-21.21
2003			26.63
2004			10.01
2005			6.91
2006			14.91
2007			5.44
2008			-36.79
2009			28.08
2010			16.98

Highest Quarterly Return: 16.30% (Q2 2009)
Lowest Quarterly Return: -22.49% (Q4 2008)

* As of September 30, 2011, the Fund’s Calendar Year-To-Date return was -9.95%.

average annual total returns (for periods ending 12/31/10)

The after-tax returns presented in the table below are calculated using 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 shares of the Fund through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. The returns after taxes can exceed the return before taxes due to an assumed tax benefit for a shareholder from realizing a capital loss on a sale of Fund shares. Prior to June 14, 2005, the Fund’s investment strategy sought to track the total return performance of an index different from the Dow Jones U.S. Total Stock Market Index. Performance of the Fund prior to June 14, 2005 is therefore based on the Fund’s investment strategy to track the prior index.


	ONE YEAR		FIVE YEARS		TEN YEARS

RETURN BEFORE TAXES		16.98%		2.79%		1.91%

RETURN AFTER TAXES ON DISTRIBUTIONS		16.65%		2.48%		1.58%

RETURN AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES		11.35%		2.32%		1.52%

DOW JONES U.S. TOTAL STOCK MARKET INDEX (reflects no deduction for fees, expenses or taxes)		17.49%		3.00%		2.55%

PORTFOLIO MANAGEMENT

investment adviser

SSgA FM serves as the investment adviser to the Fund.

portfolio managers

The professionals primarily responsible for the day-to-day management of the Fund are Mike Feehily and John Tucker.

mike feehily, cfa, is a Managing Director of the Adviser. He joined the Adviser in 1997, moved to State Street Global Markets LLC in 2006 and rejoined the Adviser in 2010.

john tucker, cfa, is a Managing Director of the Adviser. He joined the Adviser in 1988.

For important information about the purchase and sale of Fund shares and tax information, please turn to “Summary Information about Purchases, Sales and Taxes” on page 133 of the Prospectus.

Precise in a world that isn’t. SM 3

SPDR^® Dow Jones Large Cap ETF

INVESTMENT OBJECTIVE

The SPDR Dow Jones Large Cap ETF (the “Fund”) seeks to provide investment results that, before expenses, correspond generally to the total return performance of an index that tracks the performance of large capitalization exchange traded U.S. equity securities.

FEES AND EXPENSES OF THE FUND

annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment):



MANAGEMENT FEES		0.20%

DISTRIBUTION AND SERVICE (12b-1) FEES (1)		None

OTHER EXPENSES (2)		0.00%

TOTAL ANNUAL FUND OPERATING EXPENSES (2)		0.20%


(1)	The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.

(2)	Amounts do not reflect certain other expenses of 0.02% incurred during the prior fiscal year which are not expected to be incurred during the current fiscal year.

example:




YEAR 1	YEAR 3	YEAR 5	YEAR 10

$20	$64	$113	$255

portfolio turnover:

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of the Dow Jones U.S. Large-Cap Total Stock Market Index (the “Index”), the Fund employs a replication strategy, which means that the Fund typically invests in substantially all of the securities represented in the Index in approximately the same proportions as the Index.

Under normal market conditions, the Fund generally invests substantially all, but at least 80%, of its total assets in the securities comprising the Index. The Fund will provide shareholders with at least 60 days notice prior to any material change in this 80% investment policy. In addition, the Fund may invest in equity securities that are not included in the Index, cash and cash equivalents or money market instruments, such as repurchase agreements and money market

4 Precise in a world that isn’t. SM

funds (including money market funds advised by SSgA Funds Management, Inc. (“SSgA FM” or the “Adviser”), the investment adviser to the Fund).

The Index is a float-adjusted market capitalization weighted index that represents the large-cap portion of the Dow Jones U.S. Total Stock Market Index (“Total Stock Market Index”). The Total Stock Market Index tracks all the U.S. common stocks regularly traded on the New York Stock Exchange, NYSE Amex (formerly the American Stock Exchange) and the NASDAQ Stock Market. The Index includes the components of the Total Stock Market Index ranked approximately 1-750 by full market capitalization. The composition of the Index is assigned based on the semiannual review of the Total Stock Market Index. New issues are added to the Index on a monthly basis as new issues are added to the Total Stock Market Index and fall within the large cap portion. An issue is removed as soon as prudently possible if it fails to meet the inclusion requirement of the Total Stock Market Index. Shares and float factors of the Index are updated on a quarterly basis. As of September 30, 2011, the Index was comprised of 746 stocks.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

large cap risk: Returns on investments in stocks of large U.S. companies could trail the returns on investments in stocks of smaller and mid-sized companies.

Precise in a world that isn’t. SM 5

FUND PERFORMANCE

annual total return (years ended 12/31)*


2006			15.38
2007			6.21
2008			-36.90
2009			26.89
2010			15.84

Highest Quarterly Return: 15.57% (Q2 2009)
Lowest Quarterly Return: -22.14% (Q4 2008)

* As of September 30, 2011, the Fund’s Calendar Year-To-Date return was -9.03%.

average annual total returns (for periods ending 12/31/10)


					SINCE INCEPTION
	ONE YEAR		FIVE YEARS		(11/8/05)

RETURN BEFORE TAXES		15.84%		2.60%		3.07%

RETURN AFTER TAXES ON DISTRIBUTIONS		15.41%		2.21%		2.68%

RETURN AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES		10.54%		2.12%		2.52%

DOW JONES U.S. LARGE-CAP TOTAL STOCK MARKET INDEX (reflects no deduction for fees, expenses or taxes)		16.07%		2.68%		3.14%

PORTFOLIO MANAGEMENT

investment adviser

SSgA FM serves as the investment adviser to the Fund.

portfolio managers

The professionals primarily responsible for the day-to-day management of the Fund are Mike Feehily and John Tucker.

mike feehily, cfa, is a Managing Director of the Adviser. He joined the Adviser in 1997, moved to State Street Global Markets LLC in 2006 and rejoined the Adviser in 2010.

john tucker, cfa, is a Managing Director of the Adviser. He joined the Adviser in 1988.

For important information about the purchase and sale of Fund shares and tax information, please turn to “Summary Information about Purchases, Sales and Taxes” on page 133 of the Prospectus.

6 Precise in a world that isn’t. SM

SPDR^® S&P 500 Growth ETF

INVESTMENT OBJECTIVE

The SPDR S&P 500 Growth ETF (the “Fund”) seeks to provide investment results that, before expenses, correspond generally to the total return performance of an index that tracks the performance of large capitalization exchange traded U.S. equity securities exhibiting “growth” characteristics.

FEES AND EXPENSES OF THE FUND

annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment):



MANAGEMENT FEES		0.20%

DISTRIBUTION AND SERVICE (12b-1) FEES (1)		None

OTHER EXPENSES (2)		0.00%

TOTAL ANNUAL FUND OPERATING EXPENSES (2)		0.20%


(1)	The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.

(2)	Amounts do not reflect certain other expenses of 0.02% incurred during the prior fiscal year which are not expected to be incurred during the current fiscal year.

example:




YEAR 1	YEAR 3	YEAR 5	YEAR 10

$20	$64	$113	$255

portfolio turnover:

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of the S&P 500 Growth Index (the “Index”), the Fund employs a replication strategy, which means that the Fund typically invests in substantially all of the securities represented in the Index in approximately the same proportions as the Index.

Precise in a world that isn’t. SM 7

funds (including money market funds advised by SSgA Funds Management, Inc. (“SSgA FM” or the “Adviser”), the investment adviser to the Fund).

The Index measures the performance of the large-capitalization growth sector in the U.S. equity market. The Index consists of those stocks in the S&P 500 Index exhibiting the strongest growth characteristics based on: (i) sales growth; (ii) earnings change to price; and (iii) momentum. The selection universe for the S&P 500 Index includes all U.S. common equities listed on the NYSE, NASDAQ Global Select Market, NASDAQ Select Market and NASDAQ Capital Market with market capitalizations generally of $3.5 billion or more at the time of inclusion. Capitalization ranges may be revised by the Index Provider (as defined below) at any time. To be included in the Index, a security should (i) have an annual dollar value traded to float adjusted market capitalization ratio of 1 or greater; (ii) trade a minimum of 250,000 shares for six consecutive months; (iii) have a public float of at least 50%; and (iv) have four consecutive quarters of positive as-reported earnings. The Index is market capitalization weighted and rebalanced annually on the third Friday of December. As of September 30, 2011, the Index was comprised of 329 stocks.

The Index is sponsored by Standard & Poors, Inc. (the “Index Provider”) which is not affiliated with the Fund or the Adviser. The Index Provider determines the composition of the Index, relative weightings of the securities in the Index and publishes information regarding the market value of the Index.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

large cap risk: Returns on investments in stocks of large U.S. companies could trail the returns on investments in stocks of smaller and mid-sized companies.

growth risk: The Fund emphasizes a “growth” style of investing. The market values of growth stocks may be more volatile than other types of investments. The prices of growth stocks tend to reflect future expectations, and when those expectations change or are not met, share prices generally fall. The returns on “growth” securities may or may not move in tandem with the returns on other styles of investing or the overall stock market.

8 Precise in a world that isn’t. SM

FUND PERFORMANCE

annual total return (years ended 12/31)*


2001			-25.66
2002			-31.65
2003			29.18
2004			4.92
2005			3.10
2006			8.93
2007			10.77
2008			-37.48
2009			37.10
2010			16.34

Highest Quarterly Return: 17.06% (Q4 2001)
Lowest Quarterly Return: -24.88% (Q3 2001)

* As of September 30, 2011, the Fund’s Calendar Year-To-Date return was -5.68%.

average annual total returns (for periods ending 12/31/10)

The after-tax returns presented in the table below are calculated using 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 shares of the Fund through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. The returns after taxes can exceed the return before taxes due to an assumed tax benefit for a shareholder from realizing a capital loss on a sale of Fund shares. Effective December 17, 2010, the Fund changed its benchmark index to the S&P 500 Growth Index from the Dow Jones U.S. Large-Cap Growth Total Stock Market Index. The Fund’s performance prior to December 17, 2010 is therefore based on the Fund’s prior investment strategy to track a different benchmark index.


	ONE YEAR		FIVE YEARS		TEN YEARS

RETURN BEFORE TAXES		16.34%		3.77%		-1.56%

RETURN AFTER TAXES ON DISTRIBUTIONS		16.21%		3.63%		-1.69%

RETURN AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES		10.76%		3.21%		-1.35%

S&P 500 GROWTH INDEX (reflects no deduction for fees, expenses or taxes)		15.05%		3.60%		-0.11%

DOW JONES U.S. LARGE-CAP GROWTH TOTAL STOCK MARKET INDEX (reflects no deduction for fees, expenses or taxes)		17.03%		4.01%		0.58%

PORTFOLIO MANAGEMENT

investment adviser

SSgA FM serves as the investment adviser to the Fund.

portfolio managers

The professionals primarily responsible for the day-to-day management of the Fund are Mike Feehily and John Tucker.

mike feehily, cfa, is a Managing Director of the Adviser. He joined the Adviser in 1997, moved to State Street Global Markets LLC in 2006 and rejoined the Adviser in 2010.

john tucker, cfa, is a Managing Director of the Adviser. He joined the Adviser in 1988.

For important information about the purchase and sale of Fund shares and tax information, please turn to “Summary Information about Purchases, Sales and Taxes” on page 133 of the Prospectus.

Precise in a world that isn’t. SM 9

SPDR^® S&P 500 Value ETF

INVESTMENT OBJECTIVE

The SPDR S&P 500 Value ETF (the “Fund”) seeks to provide investment results that, before expenses, correspond generally to the total return performance of an index that tracks the performance of large capitalization exchange traded U.S. equity securities exhibiting “value” characteristics.

FEES AND EXPENSES OF THE FUND

annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment):



MANAGEMENT FEES		0.20%

DISTRIBUTION AND SERVICE (12b-1) FEES (1)		None

OTHER EXPENSES (2)		0.00%

TOTAL ANNUAL FUND OPERATING EXPENSES (2)		0.20%


(1)	The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.

(2)	Amounts do not reflect certain other expenses of 0.02% incurred during the prior fiscal year which are not expected to be incurred during the current fiscal year.

example:




YEAR 1	YEAR 3	YEAR 5	YEAR 10

$20	$64	$113	$255

portfolio turnover:

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of the S&P 500 Value Index (the “Index”), the Fund employs a replication strategy, which means that the Fund typically invests in substantially all of the securities represented in the Index in approximately the same proportions as the Index.

10 Precise in a world that isn’t. SM

funds (including money market funds advised by SSgA Funds Management, Inc. (“SSgA FM” or the “Adviser”), the investment adviser to the Fund).

The Index measures the performance of the large-capitalization value sector in the U.S. equity market. The Index consists of those stocks in the S&P 500 Index exhibiting the strongest value characteristics based on: (i) book value to price ratio; (ii) earnings to price ratio; and (iii) sales to price ratio. The selection universe for the S&P 500 Index includes all U.S. common equities listed on the NYSE, NASDAQ Global Select Market, NASDAQ Select Market and NASDAQ Capital Market with market capitalizations generally of $3.5 billion or more at the time of inclusion. Capitalization ranges may be revised by the Index Provider (as defined below) at any time. To be included in the Index, a security should (i) have an annual dollar value traded to float adjusted market capitalization ratio of 1 or greater; (ii) trade a minimum of 250,000 shares for six consecutive months; (iii) have a public float of at least 50%; and (iv) have four consecutive quarters of positive as-reported earnings. The Index is market capitalization weighted and rebalanced annually on the third Friday of December. As of September 30, 2011, the Index was comprised of 339 stocks.

The Index is sponsored by Standard & Poor’s Financial Services LLC (the “Index Provider”) which is not affiliated with the Fund or the Adviser. The Index Provider determines the composition of the Index, relative weightings of the securities in the Index and publishes information regarding the market value of the Index.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

large cap risk: Returns on investments in stocks of large U.S. companies could trail the returns on investments in stocks of smaller and mid-sized companies.

value risk: The Fund employs a “value” style of investing that emphasizes undervalued companies with characteristics for improved valuations. This style of investing is subject to the risk that the valuations never improve or that the returns on “value” equity securities are less than returns on other styles of investing or the overall stock market.

Precise in a world that isn’t. SM 11

FUND PERFORMANCE

annual total return (years ended 12/31)*


2001			-6.30
2002			-17.60
2003			25.51
2004			13.12
2005			5.48
2006			21.55
2007			1.70
2008			-36.49
2009			17.17
2010			15.39

Highest Quarterly Return: 18.25% (Q2 2003)
Lowest Quarterly Return: -21.13% (Q4 2008)

* As of September 30, 2011, the Fund’s Calendar Year-To-Date return was -11.98%.

average annual total returns (for periods ending 12/31/10)

The after-tax returns presented in the table below are calculated using 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 shares of the Fund through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. The returns after taxes can exceed the return before taxes due to an assumed tax benefit for a shareholder from realizing a capital loss on a sale of Fund shares. Effective December 17, 2010, the Fund changed its benchmark index to the S&P 500 Value Index from the Dow Jones U.S. Large-Cap Value Total Stock Market Index. The Fund’s performance prior to December 17, 2010 is therefore based on the Fund’s prior investment strategy to track a different benchmark index.


	ONE YEAR		FIVE YEARS		TEN YEARS

RETURN BEFORE TAXES		15.39%		1.20%		2.07%

RETURN AFTER TAXES ON DISTRIBUTIONS		14.82%		0.71%		1.53%

RETURN AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES		10.42%		0.94%		1.69%

S&P 500 VALUE INDEX (reflects no deduction for fees, expenses or taxes)		15.10%		0.87%		2.69%

DOW JONES U.S. LARGE-CAP VALUE TOTAL STOCK MARKET INDEX (reflects no deduction for fees, expenses or taxes)		15.16%		1.21%		2.99%

PORTFOLIO MANAGEMENT

investment adviser

SSgA FM serves as the investment adviser to the Fund.

portfolio managers

The professionals primarily responsible for the day-to-day management of the Fund are Mike Feehily and John Tucker.

mike feehily, cfa, is a Managing Director of the Adviser. He joined the Adviser in 1997, moved to State Street Global Markets LLC in 2006 and rejoined the Adviser in 2010.

john tucker, cfa, is a Managing Director of the Adviser. He joined the Adviser in 1988.

For important information about the purchase and sale of Fund shares and tax information, please turn to “Summary Information about Purchases, Sales and Taxes” on page 133 of the Prospectus.

12 Precise in a world that isn’t. SM

SPDR^® Dow Jones Mid Cap ETF

INVESTMENT OBJECTIVE

The SPDR Dow Jones Mid Cap ETF (the “Fund”) seeks to provide investment results that, before expenses, correspond generally to the total return performance of an index that tracks the performance of mid-capitalization exchange traded U.S. equity securities.

FEES AND EXPENSES OF THE FUND

annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment):



MANAGEMENT FEES		0.25%

DISTRIBUTION AND SERVICE (12b-1) FEES (1)		None

OTHER EXPENSES (2)		0.00%

TOTAL ANNUAL FUND OPERATING EXPENSES (2)		0.25%


(1)	The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.

(2)	Amounts do not reflect certain other expenses of 0.02% incurred during the prior fiscal year which are not expected to be incurred during the current fiscal year.

example:




YEAR 1	YEAR 3	YEAR 5	YEAR 10

$26	$80	$141	$318

portfolio turnover:

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of the Dow Jones U.S. Mid-Cap Total Stock Market Index (the “Index”), the Fund employs a replication strategy, which means that the Fund typically invests in substantially all of the securities represented in the Index in approximately the same proportions as the Index.

Precise in a world that isn’t. SM 13

funds (including money market funds advised by SSgA Funds Management, Inc. (“SSgA FM” or the “Adviser”), the investment adviser to the Fund).

The Index is a float-adjusted market capitalization weighted index that represents the mid-cap portion of the Dow Jones U.S. Total Stock Market Index (“Total Stock Market Index”). The Total Stock Market Index tracks all the U.S. common stocks regularly traded on the New York Stock Exchange, NYSE Amex (formerly the American Stock Exchange) and the NASDAQ Stock Market. The Index includes the components of the Total Stock Market Index ranked 501-1,000 by full market capitalization. The composition of the Index is assigned based on the semiannual review of the Total Stock Market Index. New issues are added to the Index on a monthly basis as new issues are added to the Total Stock Market Index and fall within the mid cap portion. An issue is removed as soon as prudently possible if it fails to meet the inclusion requirement of the Total Stock Market Index. Shares and float factors of the Index are updated on a quarterly basis. As of September 30, 2011, the Index was comprised of 498 stocks.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

mid cap risk: Mid-sized companies may be more volatile and more likely than large-capitalization companies to have relatively limited product lines, markets or financial resources, or depend on a few key employees. Returns on investments in stocks of mid-size companies could trail the returns on investments in stocks of larger or smaller companies.

14 Precise in a world that isn’t. SM

FUND PERFORMANCE

annual total return (years ended 12/31)*


2006			13.27
2007			5.59
2008			-38.73
2009			44.20
2010			25.01

Highest Quarterly Return: 22.89% (Q3 2009)
Lowest Quarterly Return: -25.80% (Q4 2008)

* As of September 30, 2011, the Fund’s Calendar Year-To-Date return was -13.02%.

average annual total returns (for periods ending 12/31/10)


					SINCE INCEPTION
	ONE YEAR		FIVE YEARS		(11/8/05)

RETURN BEFORE TAXES		25.01%		5.73%		6.44%

RETURN AFTER TAXES ON DISTRIBUTIONS		24.62%		5.13%		5.85%

RETURN AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES		16.38%		4.70%		5.33%

DOW JONES U.S. MID-CAP TOTAL STOCK MARKET INDEX (reflects no deduction for fees, expenses or taxes)		25.39%		5.84%		6.56%

PORTFOLIO MANAGEMENT

investment adviser

SSgA FM serves as the investment adviser to the Fund.

portfolio managers

The professionals primarily responsible for the day-to-day management of the Fund are Mike Feehily and John Tucker.

mike feehily, cfa, is a Managing Director of the Adviser. He joined the Adviser in 1997, moved to State Street Global Markets LLC in 2006 and rejoined the Adviser in 2010.

john tucker, cfa, is a Managing Director of the Adviser. He joined the Adviser in 1988.

For important information about the purchase and sale of Fund shares and tax information, please turn to “Summary Information about Purchases, Sales and Taxes” on page 133 of the Prospectus.

Precise in a world that isn’t. SM 15

SPDR^® S&P 400 Mid Cap Growth ETF

INVESTMENT OBJECTIVE

The SPDR S&P 400 Mid Cap Growth ETF (the “Fund”) seeks to provide investment results that, before expenses, correspond generally to the total return performance of an index that tracks the performance of medium capitalization exchange traded U.S. equity securities exhibiting “growth” characteristics.

FEES AND EXPENSES OF THE FUND

annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment):



MANAGEMENT FEES		0.25%

DISTRIBUTION AND SERVICE (12b-1) FEES (1)		None

OTHER EXPENSES (2)		0.00%

TOTAL ANNUAL FUND OPERATING EXPENSES (2)		0.25%


(1)	The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.

(2)	Amounts do not reflect certain other expenses of 0.03% incurred during the prior fiscal year which are not expected to be incurred during the current fiscal year.

example:




YEAR 1	YEAR 3	YEAR 5	YEAR 10

$26	$80	$141	$318

portfolio turnover:

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of the S&P MidCap 400 Growth Index (the “Index”), the Fund employs a replication strategy, which means that the Fund typically invests in substantially all of the securities represented in the Index in approximately the same proportions as the Index.

16 Precise in a world that isn’t. SM

funds (including money market funds advised by SSgA Funds Management, Inc. (“SSgA FM” or the “Adviser”), the investment adviser to the Fund).

The Index measures the performance of the mid-capitalization growth sector in the U.S. equity market. The Index consists of those stocks in the S&P MidCap 400 Index exhibiting the strongest growth characteristics based on: (i) sales growth; (ii) earnings change to price; and (iii) momentum. The selection universe for the S&P MidCap 400 Index includes all U.S. common equities listed on the NYSE, NASDAQ Global Select Market, NASDAQ Select Market and NASDAQ Capital Market with market capitalizations generally between $850 million and $3.8 billion at the time of inclusion. Capitalization ranges may be revised by the Index Provider (as defined below) at any time. To be included in the Index, a security should (i) have an annual dollar value traded to float adjusted market capitalization ratio of 1 or greater; (ii) trade a minimum of 250,000 shares for six consecutive months; (iii) have a public float of at least 50%; and (iv) have four consecutive quarters of positive as-reported earnings. The Index is market capitalization weighted and rebalanced annually on the third Friday of December. As of September 30, 2011, the Index was comprised of 244 stocks.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

Precise in a world that isn’t. SM 17

FUND PERFORMANCE

annual total return (years ended 12/31)*


2006			11.32
2007			11.04
2008			-41.55
2009			55.37
2010			26.70

Highest Quarterly Return: 22.24% (Q3 2009)
Lowest Quarterly Return: -27.02% (Q4 2008)

* As of September 30, 2011, the Fund’s Calendar Year-To-Date return was -10.20%.

average annual total returns (for periods ending 12/31/10)

The after-tax returns presented in the table below are calculated using 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 shares of the Fund through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. The returns after taxes can exceed the return before taxes due to an assumed tax benefit for a shareholder from realizing a capital loss on a sale of Fund shares. Effective December 17, 2010, the Fund changed its benchmark index to the S&P MidCap 400 Growth Index from the Dow Jones U.S. Mid-Cap Growth Total Stock Market Index. The Fund’s performance prior to December 17, 2010 is therefore based on the Fund’s prior investment strategy to track a different benchmark index.


					SINCE INCEPTION
	ONE YEAR		FIVE YEARS		(11/8/05)

RETURN BEFORE TAXES		26.70%		7.30%		7.98%

RETURN AFTER TAXES ON DISTRIBUTIONS		26.64%		7.01%		7.70%

RETURN AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES		17.42%		6.22%		6.82%

S&P MIDCAP 400 GROWTH INDEX (reflects no deduction for fees, expenses or taxes)		30.57%		6.65%		7.19%

DOW JONES U.S. MID-CAP GROWTH TOTAL STOCK MARKET INDEX (reflects no deduction for fees, expenses or taxes)		28.21%		7.63%		8.31%

PORTFOLIO MANAGEMENT

investment adviser

SSgA FM serves as the investment adviser to the Fund.

portfolio managers

The professionals primarily responsible for the day-to-day management of the Fund are Mike Feehily and John Tucker.

mike feehily, cfa, is a Managing Director of the Adviser. He joined the Adviser in 1997, moved to State Street Global Markets LLC in 2006 and rejoined the Adviser in 2010.

john tucker, cfa, is a Managing Director of the Adviser. He joined the Adviser in 1988.

For important information about the purchase and sale of Fund shares and tax information, please turn to “Summary Information about Purchases, Sales and Taxes” on page 133 of the Prospectus.

18 Precise in a world that isn’t. SM

SPDR^® S&P 400 Mid Cap Value ETF

INVESTMENT OBJECTIVE

The SPDR S&P 400 Mid Cap Value ETF (the “Fund”) seeks to provide investment results that, before expenses, correspond generally to the total return performance of an index that tracks the performance of medium capitalization exchange traded U.S. equity securities exhibiting “value” characteristics.

FEES AND EXPENSES OF THE FUND

annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment):



MANAGEMENT FEES		0.25%

DISTRIBUTION AND SERVICE (12b-1) FEES (1)		None

OTHER EXPENSES (2)		0.00%

TOTAL ANNUAL FUND OPERATING EXPENSES (2)		0.25%


(1)	The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.

(2)	Amounts do not reflect certain other expenses of 0.03% incurred during the prior fiscal year which are not expected to be incurred during the current fiscal year.

example:




YEAR 1	YEAR 3	YEAR 5	YEAR 10

$26	$80	$141	$318

portfolio turnover:

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of the S&P MidCap 400 Value Index (the “Index”), the Fund employs a replication strategy, which means that the Fund typically invests in substantially all of the securities represented in the Index in approximately the same proportions as the Index.

Precise in a world that isn’t. SM 19

funds (including money market funds advised by SSgA Funds Management, Inc. (“SSgA FM” or the “Adviser”), the investment adviser to the Fund).

The Index measures the performance of the mid-capitalization value sector in the U.S. equity market. The Index consists of those stocks in the S&P MidCap 400 Index exhibiting the strongest value characteristics based on: (i) book value to price ratio; (ii) earnings to price ratio; and (iii) sales to price ratio. The selection universe for the S&P MidCap 400 Index includes all U.S. common equities listed on the NYSE, NASDAQ Global Select Market, NASDAQ Select Market and NASDAQ Capital Market with market capitalizations generally between $850 million and $3.8 billion at the time of inclusion. Capitalization ranges may be revised by the Index Provider (as defined below) at any time. To be included in the Index, a security should (i) have an annual dollar value traded to float adjusted market capitalization ratio of 1 or greater; (ii) trade a minimum of 250,000 shares for six consecutive months; (iii) have a public float of at least 50%; and (iv) have four consecutive quarters of positive as-reported earnings. The Index is market capitalization weighted and rebalanced annually on the third Friday of December. As of September 30, 2011, the Index was comprised of 289 stocks.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

20 Precise in a world that isn’t. SM

FUND PERFORMANCE

annual total return (years ended 12/31)*


2006			15.42
2007			-1.52
2008			-34.64
2009			31.64
2010			21.69

Highest Quarterly Return: 23.46% (Q3 2009)
Lowest Quarterly Return: -24.41% (Q4 2008)

* As of September 30, 2011, the Fund’s Calendar Year-To-Date return was -15.84%.

average annual total returns (for periods ending 12/31/10)

The after-tax returns presented in the table below are calculated using 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 shares of the Fund through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. The returns after taxes can exceed the return before taxes due to an assumed tax benefit for a shareholder from realizing a capital loss on a sale of Fund shares. Effective December 17, 2010, the Fund changed its benchmark index to the S&P MidCap 400 Value Index from the Dow Jones U.S. Mid-Cap Value Total Stock Market Index. The Fund’s performance prior to December 17, 2010 is therefore based on the Fund’s prior investment strategy to track a different benchmark index.


					SINCE INCEPTION
	ONE YEAR		FIVE YEARS		(11/8/05)

RETURN BEFORE TAXES		21.69%		3.54%		4.30%

RETURN AFTER TAXES ON DISTRIBUTIONS		21.16%		2.92%		3.68%

RETURN AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES		14.37%		2.79%		3.45%

S&P MIDCAP 400 VALUE INDEX (reflects no deduction for fees, expenses or taxes)		22.78%		4.70%		5.18%

DOW JONES U.S. MID-CAP VALUE TOTAL STOCK MARKET INDEX (reflects no deduction for fees, expenses or taxes)		21.88%		3.69%		4.45%

PORTFOLIO MANAGEMENT

investment adviser

SSgA FM serves as the investment adviser to the Fund.

portfolio managers

The professionals primarily responsible for the day-to-day management of the Fund are Mike Feehily and John Tucker.

mike feehily, cfa, is a Managing Director of the Adviser. He joined the Adviser in 1997, moved to State Street Global Markets LLC in 2006 and rejoined the Adviser in 2010.

john tucker, cfa, is a Managing Director of the Adviser. He joined the Adviser in 1988.

For important information about the purchase and sale of Fund shares and tax information, please turn to “Summary Information about Purchases, Sales and Taxes” on page 133 of the Prospectus.

Precise in a world that isn’t. SM 21

SPDR^® S&P 600 Small Cap ETF

INVESTMENT OBJECTIVE

The SPDR S&P 600 Small Cap ETF (the “Fund”) seeks to provide investment results that, before expenses, correspond generally to the total return performance of an index that tracks the performance of small capitalization exchange traded U.S. equity securities.

FEES AND EXPENSES OF THE FUND

annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment):



MANAGEMENT FEES (1)		0.20%

DISTRIBUTION AND SERVICE (12b-1) FEES (2)		None

OTHER EXPENSES		0.00%

TOTAL ANNUAL FUND OPERATING EXPENSES (1)		0.20%


(1)		Restated to reflect current fees and expenses.

(2)		The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.

example:




YEAR 1	YEAR 3	YEAR 5	YEAR 10

$20	$64	$113	$255

portfolio turnover:

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of the S&P SmallCap 600 Index (the “Index”), the Fund employs a replication strategy, which means that the Fund typically invests in substantially all of the securities represented in the Index in approximately the same proportions as the Index.

22 Precise in a world that isn’t. SM

funds (including money market funds advised by SSgA Funds Management, Inc. (“SSgA FM” or the “Adviser”), the investment adviser to the Fund).

The Index measures the performance of the small-capitalization sector in the U.S. equity market. The selection universe for the Index includes all U.S. common equities listed on the NYSE, NASDAQ Global Select Market, NASDAQ Select Market and NASDAQ Capital Market with market capitalizations generally between $250 million and $1.2 billion at the time of inclusion. Capitalization ranges may be revised by the Index Provider (as defined below) at any time. To be included in the Index, a security should (i) have an annual dollar value traded to float adjusted market capitalization ratio of 1 or greater; (ii) trade a minimum of 250,000 shares for six consecutive months; (iii) have a public float of at least 50%; and (iv) have four consecutive quarters of positive as-reported earnings. The Index is float-adjusted, market capitalization weighted and changes to the Index are made on an as-needed basis. As of September 30, 2011, the Index was comprised of 600 stocks.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

small cap risk: Small-sized companies may be more volatile and more likely than large- and mid-capitalization companies to have relatively limited product lines, markets or financial resources, or depend on a few key employees. Returns on investments in stocks of small companies could trail the returns on investments in stocks of larger companies.

Precise in a world that isn’t. SM 23

FUND PERFORMANCE

annual total return (years ended 12/31)*


2006			16.59
2007			1.69
2008			-37.47
2009			41.21
2010			27.38

Highest Quarterly Return: 26.04% (Q2 2009)
Lowest Quarterly Return: -26.84% (Q4 2008)


*		As of September 30, 2011, the Fund’s Calendar Year-To-Date return was -13.79%.

average annual total returns (for periods ending 12/31/10)

The after-tax returns presented in the table below are calculated using 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 shares of the Fund through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. The returns after taxes can exceed the return before taxes due to an assumed tax benefit for a shareholder from realizing a capital loss on a sale of Fund shares. Effective December 17, 2010, the Fund changed its benchmark index to the S&P SmallCap 600 Index from the Dow Jones U.S. Small-Cap Total Stock Market Index. The Fund’s performance prior to December 17, 2010 is therefore based on the Fund’s prior investment strategy to track a different benchmark index.


					SINCE INCEPTION
	ONE YEAR		FIVE YEARS		(11/8/05)

RETURN BEFORE TAXES		27.38%		5.92%		6.48%

RETURN AFTER TAXES ON DISTRIBUTIONS		26.96%		5.50%		6.06%

RETURN AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES		17.91%		4.94%		5.43%

S&P SMALLCAP 600 INDEX (reflects no deduction for fees, expenses or taxes)		26.31%		4.64%		4.79%

DOW JONES U.S. SMALL-CAP TOTAL STOCK MARKET INDEX (reflects no deduction for fees, expenses or taxes)		28.61%		6.25%		6.82%

PORTFOLIO MANAGEMENT

investment adviser

SSgA FM serves as the investment adviser to the Fund.

portfolio managers

The professionals primarily responsible for the day-to-day management of the Fund are Mike Feehily and John Tucker.

mike feehily, cfa, is a Managing Director of the Adviser. He joined the Adviser in 1997, moved to State Street Global Markets LLC in 2006 and rejoined the Adviser in 2010.

john tucker, cfa, is a Managing Director of the Adviser. He joined the Adviser in 1988.

For important information about the purchase and sale of Fund shares and tax information, please turn to “Summary Information about Purchases, Sales and Taxes” on page 133 of the Prospectus.

24 Precise in a world that isn’t. SM

SPDR^® S&P 600 Small Cap Growth ETF

INVESTMENT OBJECTIVE

The SPDR S&P 600 Small Cap Growth ETF (the “Fund”) seeks to provide investment results that, before expenses, correspond generally to the total return performance of an index that tracks the performance of small capitalization exchange traded U.S. equity securities exhibiting “growth” characteristics.

FEES AND EXPENSES OF THE FUND

annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment):



MANAGEMENT FEES		0.25%

DISTRIBUTION AND SERVICE (12b-1) FEES (1)		None

OTHER EXPENSES (2)		0.00%

TOTAL ANNUAL FUND OPERATING EXPENSES (2)		0.25%


(1)		The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.

(2)		Amounts do not reflect certain other expenses of 0.02% incurred during the prior fiscal year which are not expected to be incurred during the current fiscal year.

example:




YEAR 1	YEAR 3	YEAR 5	YEAR 10

$26	$80	$141	$318

portfolio turnover:

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of the S&P SmallCap 600 Growth Index (the “Index”), the Fund employs a replication strategy, which means that the Fund typically invests in substantially all of the securities represented in the Index in approximately the same proportions as the Index.

Precise in a world that isn’t. SM 25

funds (including money market funds advised by SSgA Funds Management, Inc. (“SSgA FM” or the “Adviser”), the investment adviser to the Fund).

The Index measures the performance of the small-capitalization growth sector in the U.S. equity market. The Index consists of those stocks in the S&P SmallCap 600 Index exhibiting the strongest growth characteristics based on: (i) sales growth; (ii) earnings change to price; and (iii) momentum. The selection universe for the S&P SmallCap 600 Index includes all U.S. common equities listed on the NYSE, NASDAQ Global Select Market, NASDAQ Select Market and NASDAQ Capital Market with market capitalizations generally between $250 million and $1.2 billion at the time of inclusion. Capitalization ranges may be revised by the Index Provider (as defined below) at any time. To be included in the Index, a security should (i) have an annual dollar value traded to float adjusted market capitalization ratio of 1 or greater; (ii) trade a minimum of 250,000 shares for six consecutive months; (iii) have a public float of at least 50%; and (iv) have four consecutive quarters of positive as-reported earnings. The Index is market capitalization weighted and rebalanced annually on the third Friday of December. As of September 30, 2011, the Index was comprised of 368 stocks.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

26 Precise in a world that isn’t. SM

FUND PERFORMANCE

annual total return (years ended 12/31)*


2001			-8.88
2002			-38.94
2003			48.05
2004			15.18
2005			8.73
2006			13.37
2007			7.89
2008			-41.00
2009			46.84
2010			30.23

Highest Quarterly Return: 32.87% (Q4 2001)
Lowest Quarterly Return: -30.33% (Q3 2001)

* As of September 30, 2011, the Fund’s Calendar Year-To-Date return was -10.60%.

average annual total returns (for periods ending 12/31/10)

The after-tax returns presented in the table below are calculated using 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 shares of the Fund through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. The returns after taxes can exceed the return before taxes due to an assumed tax benefit for a shareholder from realizing a capital loss on a sale of Fund shares. Effective December 17, 2010, the Fund changed its benchmark index to the S&P SmallCap 600 Growth Index from the Dow Jones U.S. Small-Cap Growth Total Stock Market Index. The Fund’s performance prior to December 17, 2010 is therefore based on the Fund’s prior investment strategy to track a different benchmark index.


	ONE YEAR		FIVE YEARS		TEN YEARS

RETURN BEFORE TAXES		30.23%		6.66%		3.60%

RETURN AFTER TAXES ON DISTRIBUTIONS		30.15%		6.51%		3.51%

RETURN AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES		19.69%		5.71%		3.09%

S&P SMALLCAP 600 GROWTH INDEX (reflects no deduction for fees, expenses or taxes)		27.99%		5.16%		7.36%

DOW JONES U.S. SMALL-CAP GROWTH TOTAL STOCK MARKET INDEX (reflects no deduction for fees, expenses or taxes)		31.97%		7.03%		6.17%

PORTFOLIO MANAGEMENT

investment adviser

SSgA FM serves as the investment adviser to the Fund.

portfolio managers

The professionals primarily responsible for the day-to-day management of the Fund are Mike Feehily and John Tucker.

mike feehily, cfa, is a Managing Director of the Adviser. He joined the Adviser in 1997, moved to State Street Global Markets LLC in 2006 and rejoined the Adviser in 2010.

john tucker, cfa, is a Managing Director of the Adviser. He joined the Adviser in 1988.

For important information about the purchase and sale of Fund shares and tax information, please turn to “Summary Information about Purchases, Sales and Taxes” on page 133 of the Prospectus.

Precise in a world that isn’t. SM 27

SPDR^® S&P 600 Small Cap Value ETF

INVESTMENT OBJECTIVE

The SPDR S&P 600 Small Cap Value ETF (the “Fund”) seeks to provide investment results that, before expenses, correspond generally to the total return performance of an index that tracks the performance of small capitalization exchange traded U.S. equity securities exhibiting “value” characteristics.

FEES AND EXPENSES OF THE FUND

annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment):



MANAGEMENT FEES		0.25%

DISTRIBUTION AND SERVICE (12b-1) FEES (1)		None

OTHER EXPENSES (2)		0.00%

TOTAL ANNUAL FUND OPERATING EXPENSES (2)		0.25%


(1)		The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.

(2)		Amounts do not reflect certain other expenses of 0.02% incurred during the prior fiscal year which are not expected to be incurred during the current fiscal year.

example:




YEAR 1	YEAR 3	YEAR 5	YEAR 10

$26	$80	$141	$318

portfolio turnover:

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of the S&P SmallCap 600 Value Index (the “Index”), the Fund employs a replication strategy, which means that the Fund typically invests in substantially all of the securities represented in the Index in approximately the same proportions as the Index.

28 Precise in a world that isn’t. SM

funds (including money market funds advised by SSgA Funds Management, Inc. (“SSgA FM” or the “Adviser”), the investment adviser to the Fund).

The Index measures the performance of the small-capitalization value sector in the U.S. equity market. The Index consists of those stocks in the S&P SmallCap 600 Index exhibiting the strongest value characteristics based on: (i) book value to price ratio; (ii) earnings to price ratio; and (iii) sales to price ratio. The selection universe for the S&P SmallCap 600 Index includes all U.S. common equities listed on the NYSE, NASDAQ Global Select Market, NASDAQ Select Market and NASDAQ Capital Market with market capitalizations generally between $250 million and $1.2 billion at the time of inclusion. Capitalization ranges may be revised by the Index Provider (as defined below) at any time. To be included in the Index, a security should (i) have an annual dollar value traded to float adjusted market capitalization ratio of 1 or greater; (ii) trade a minimum of 250,000 shares for six consecutive months; (iii) have a public float of at least 50%; and (iv) have four consecutive quarters of positive as-reported earnings. The Index is market capitalization weighted and rebalanced annually on the third Friday of December. As of September 30, 2011, the Index was comprised of 435 stocks.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

Precise in a world that isn’t. SM 29

FUND PERFORMANCE

annual total return (years ended 12/31)*


2001			12.33
2002			-2.72
2003			42.91
2004			17.96
2005			5.89
2006			19.66
2007			-4.22
2008			-33.58
2009			36.57
2010			24.21

Highest Quarterly Return: 25.67% (Q3 2009)
Lowest Quarterly Return: -25.28% (Q4 2008)

* As of September 30, 2011, the Fund’s Calendar Year-To-Date return was -16.88%.

average annual total returns (for periods ending 12/31/10)

The after-tax returns presented in the table below are calculated using 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 shares of the Fund through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. The returns after taxes can exceed the return before taxes due to an assumed tax benefit for a shareholder from realizing a capital loss on a sale of Fund shares. Effective December 17, 2010, the Fund changed its benchmark index to the S&P SmallCap 600 Value Index from the Dow Jones U.S. Small-Cap Value Total Stock Market Index. The Fund’s performance prior to December 17, 2010 is therefore based on the Fund’s prior investment strategy to track a different benchmark index.


	ONE YEAR		FIVE YEARS		TEN YEARS

RETURN BEFORE TAXES		24.21%		5.25%		9.68%

RETURN AFTER TAXES ON DISTRIBUTIONS		23.55%		4.65%		8.58%

RETURN AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES		15.96%		4.26%		8.24%

S&P SMALLCAP 600 VALUE INDEX (reflects no deduction for fees, expenses or taxes)		24.72%		4.06%		7.81%

DOW JONES U.S. SMALL-CAP VALUE TOTAL STOCK MARKET INDEX (reflects no deduction for fees, expenses or taxes)		24.98%		5.39%		9.49%

PORTFOLIO MANAGEMENT

investment adviser

SSgA FM serves as the investment adviser to the Fund.

portfolio managers

The professionals primarily responsible for the day-to-day management of the Fund are Mike Feehily and John Tucker.

mike feehily, cfa, is a Managing Director of the Adviser. He joined the Adviser in 1997, moved to State Street Global Markets LLC in 2006 and rejoined the Adviser in 2010.

john tucker, cfa, is a Managing Director of the Adviser. He joined the Adviser in 1988.

For important information about the purchase and sale of Fund shares and tax information, please turn to “Summary Information about Purchases, Sales and Taxes” on page 133 of the Prospectus.

30 Precise in a world that isn’t. SM

SPDR^® Global Dow ETF

INVESTMENT OBJECTIVE

The SPDR Global Dow ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of an index that tracks the performance of multinational blue-chip issuers.

FEES AND EXPENSES OF THE FUND

annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment):



MANAGEMENT FEES		0.50%

DISTRIBUTION AND SERVICE (12b-1) FEES (1)		None

OTHER EXPENSES (2)		0.00%

TOTAL ANNUAL FUND OPERATING EXPENSES (2)		0.50%


(1)		The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.

(2)		Amounts do not reflect certain other expenses of 0.02% incurred during the prior fiscal year which are not expected to be incurred during the current fiscal year.

example:




YEAR 1	YEAR 3	YEAR 5	YEAR 10

$51	$160	$280	$628

portfolio turnover:

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of The Global Dow (the “Index”), the Fund employs a replication strategy, which means that the Fund typically invests in substantially all of the securities represented in the Index in approximately the same proportions as the Index.

Precise in a world that isn’t. SM 31

funds (including money market funds advised by SSgA Funds Management, Inc. (“SSgA FM” or the “Adviser”), the investment adviser to the Fund).

The Index is made up of 150 constituents from around the world selected by an Averages Committee comprised of the managing editor of the Wall Street Journal, the head of Dow Jones Indexes research and the head of CME Group research. The 150 companies are selected not just based on size and reputation, but also on their promise of future growth. The Index has been designed to cover both developed and emerging countries. The Index is equal weighted and will be reset to equal weights annually each September. As of September 30, 2011, the Index was comprised of 150 stocks.

The Index is sponsored by Dow Jones & Company, Inc. (“Index Provider”) which is not affiliated with the Fund or the Adviser. The Index Provider determines the composition of the Index, relative weightings of the securities in the Index and publishes information regarding the market value of the Index.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

foreign securities risk: Returns on investments in foreign securities could be more volatile than, or trail the returns on, investments in U.S. securities. Investments in securities issued by entities based outside the U.S. pose distinct risks since political and economic events unique to a country or region will affect those markets and their issuers. Further, such entities and/or their securities may also be affected by currency controls; different accounting, auditing, financial reporting, and legal standards and practices; expropriation; changes in tax policy; greater market volatility; differing securities market structures; higher transaction costs; and various administrative difficulties, such as delays in clearing and settling portfolio transactions or in receiving payment of dividends. Securities traded on foreign markets may be less liquid (harder to sell) than securities traded domestically. These risks may be heightened in connection with investments in developing or emerging countries.

emerging markets risk: Investment in emerging markets subjects the Fund to a greater risk of loss than investments in a developed market. This is due to, among other things, greater market volatility, lower trading volume, political and economic instability, high levels of inflation, deflation or currency devaluation, greater risk of market shut down, and more governmental limitations on foreign investment policy than those typically found in a developed market. In addition, the financial stability of issuers (including governments) in emerging market countries may be more precarious than in other countries. As a result, there will tend to be an increased risk of price volatility in a Fund’s investments in emerging market countries, which may be magnified by currency fluctuations relative to the U.S. dollar. Settlement practices for transactions in foreign markets may differ from those in U.S. markets. Such differences include delays beyond periods customary in the United States and practices, such as delivery of securities prior to receipt of payment, which increase the likelihood of a “failed settlement.” Failed settlements can result in losses to the Fund. For these and other reasons, investments in emerging markets are often considered speculative.

32 Precise in a world that isn’t. SM

FUND PERFORMANCE

annual total return (years ended 12/31)*


2001			-12.92
2002			-23.35
2003			24.94
2004			7.32
2005			2.90
2006			19.83
2007			5.95
2008			-37.73
2009			23.40
2010			4.73

Highest Quarterly Return: 15.94% (Q2 2009)
Lowest Quarterly Return: -19.80% (Q4 2008)

* As of September 30, 2011, the Fund’s Calendar Year-To-Date return was -15.82%.

average annual total returns (for periods ending 12/31/10)


	ONE YEAR		FIVE YEARS		TEN YEARS

RETURN BEFORE TAXES		4.73%		0.43%		-0.61%

RETURN AFTER TAXES ON DISTRIBUTIONS		4.36%		0.04%		-0.99%

RETURN AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES		3.50%		0.36%		-0.59%

THE GLOBAL DOW (1)(2)		7.22%		N/A		N/A

DOW JONES GLOBAL TITANS 50 INDEX U.S. CLOSE (1) (reflects no deduction for fees, expenses or taxes)		4.57%		0.48%		-0.32%


(1)		Effective May 2, 2011, the Fund changed its benchmark index to The Global Dow from the Dow Jones Global Titans 50 Index U.S. Close. The Fund’s performance is based on the Fund’s prior investment strategy to track a different benchmark index.

(2)		The Global Dow inception date is November 9, 2008.

Precise in a world that isn’t. SM 33

SPDR^® Dow Jones REIT ETF

INVESTMENT OBJECTIVE

The SPDR Dow Jones REIT ETF (the “Fund”) seeks to provide investment results that, before expenses, correspond generally to the total return performance of an index that tracks the performance of publicly traded real estate investment trusts.

FEES AND EXPENSES OF THE FUND

annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment):



MANAGEMENT FEES		0.25%

DISTRIBUTION AND SERVICE (12b-1) FEES (1)		None

OTHER EXPENSES (2)		0.00%

TOTAL ANNUAL FUND OPERATING EXPENSES (2)		0.25%


(1)		The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.

(2)		Amounts do not reflect certain other expenses of 0.01% incurred during the prior fiscal year which are not expected to be incurred during the current fiscal year.

example:




YEAR 1	YEAR 3	YEAR 5	YEAR 10

$26	$80	$141	$318

portfolio turnover:

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of the Dow Jones U.S. Select REIT Index (the “Index”), the Fund employs a replication strategy, which means that the Fund typically invests in substantially all of the securities represented in the Index in approximately the same proportions as the Index.

Precise in a world that isn’t. SM 35

funds (including money market funds advised by SSgA Funds Management, Inc. (“SSgA FM” or the “Adviser”), the investment adviser to the Fund).

The Index is designed to provide a measure of real estate securities that serve as proxies for direct real estate investing, in part by excluding securities whose value is not always closely tied to the value of the underlying real estate. The reason for the exclusions is that factors other than real estate supply and demand, such as interest rates and health care, influence the market value of these companies. The Index is a market capitalization weighted index of publicly traded real estate investment trusts (“REITs”) and is comprised of companies whose charters are the equity ownership and operation of commercial real estate and which operate under the REIT Act of 1960. To be included in the Index, a company must be both an equity owner and operator of commercial and/or residential real estate. Businesses excluded from the Index include: mortgage REITs, net-lease REITs, real estate finance companies, mortgage brokers and bankers, commercial and residential real estate brokers and real estate agents, home builders, large landowners and subdividers of unimproved land, hybrid REITs, and timber REITs, as well as companies that have more than 25% of their assets in direct mortgage investments. A company must have a minimum total market capitalization of at least $200 million at the time of its inclusion, and at least 75% of the company’s total revenue must be derived from the ownership and operation of real estate assets. The liquidity of the company’s stock must be commensurate with that of other institutionally held real estate securities. The Index is generally rebalanced quarterly, and returns are calculated on a buy and hold basis except as necessary to reflect the occasional occurrence of Index changes in the middle of the month. Each REIT in the Index is weighted by its float-adjusted market capitalization. That is, each security is weighted to reflect the attainable market performance of the security which reflects that portion of securities shares that are accessible to investors. The Index is priced daily and is a total return (price and income) benchmark. As of September 30, 2011, the Index was comprised of 80 REITs.

The Index is sponsored by Dow Jones & Company, Inc. (the “Index Provider”) which is not affiliated with the Fund, the Adviser or the Sub-Adviser (as defined below). The Index Provider determines the composition of the Index, relative weightings of the securities in the Index and publishes information regarding the market value of the Index.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

index tracking risk: While the Sub-Adviser seeks to track the performance of the Index as closely as possible (i.e., achieve a high degree of correlation with the Index), the Fund’s return may not match or achieve a high degree of correlation with the return of the Index due to operating expenses, transaction costs, cash flows, regulatory requirements and operational inefficiencies. For example, the Sub-Adviser anticipates that it may take several business days for additions and deletions to the Index to be reflected in the portfolio composition of the Fund.

real estate sector risk: The Fund will concentrate its investments in the real estate sector. Adverse economic, business or political developments affecting real estate could have a major effect on the value of the Fund’s investments. Investing in real estate securities (which include REITs) may subject the Fund to risks associated with the direct ownership of real estate, such as decreases in real estate values, overbuilding, increased competition and other risks related to local or general economic conditions, increases in operating costs and property taxes, changes in zoning laws, casualty or condemnation losses, possible environmental liabilities, regulatory limitations on rent and fluctuations in rental income. Changes in interest rates may also affect the value of the Fund’s investment in real estate securities. Certain real estate securities have a relatively small market capitalization, which may tend to increase the volatility of the market price of these securities. Real estate securities are dependent upon specialized management skills, have limited diversification and are, therefore, subject to risks inherent in operating and

36 Precise in a world that isn’t. SM

financing a limited number of projects. Real estate securities are also subject to heavy cash flow dependency and defaults by borrowers. In addition, REITs are subject to the possibility of failing to qualify for tax-free pass-through of income under the Internal Revenue Code and maintaining exemption from the registration requirements of the Investment Company Act of 1940, as amended.

FUND PERFORMANCE

annual total return (years ended 12/31)*


2002			3.26
2003			35.45
2004			32.71
2005			13.63
2006			35.51
2007			-17.69
2008			-38.94
2009			28.52
2010			27.83

Highest Quarterly Return: 35.38% (Q3 2009)
Lowest Quarterly Return: -39.70% (Q4 2008)

* As of September 30, 2011, the Fund’s Calendar Year-To-Date return was -5.26%.

average annual total returns (for periods ending 12/31/10)


					SINCE INCEPTION
	ONE YEAR		FIVE YEARS		(4/23/01)

RETURN BEFORE TAXES		27.83%		2.27%		10.71%

RETURN AFTER TAXES ON DISTRIBUTIONS		26.41%		1.00%		8.98%

RETURN AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES		18.00%		1.28%		8.74%

DOW JONES U.S. SELECT REIT INDEX (reflects no deduction for fees, expenses or taxes)		28.07%		2.32%		10.92%

Precise in a world that isn’t. SM 37

SPDR^® S&P Bank ETF

INVESTMENT OBJECTIVE

The SPDR S&P Bank ETF (the “Fund”) seeks to provide investment results that, before expenses, correspond generally to the total return performance of an index that tracks the performance of publicly traded national money centers and leading regional banks.

FEES AND EXPENSES OF THE FUND

annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment):



MANAGEMENT FEES		0.35%

DISTRIBUTION AND SERVICE (12b-1) FEES (1)		None

OTHER EXPENSES (2)		0.00%

TOTAL ANNUAL FUND OPERATING EXPENSES (2)		0.35%


(1)		The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.

(2)		Amounts do not reflect certain other expenses of 0.01% incurred during the prior fiscal year which are not expected to be incurred during the current fiscal year.

example:




YEAR 1	YEAR 3	YEAR 5	YEAR 10

$36	$113	$197	$443

portfolio turnover:

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of the S&P Banks Select Industry Index (the “Index”), the Fund employs a replication strategy, which means that the Fund typically invests in substantially all of the securities represented in the Index in approximately the same proportions as the Index.

Precise in a world that isn’t. SM 39

funds (including money market funds advised by SSgA Funds Management, Inc. (“SSgA FM” or the “Adviser”), the investment adviser to the Fund).

The Index represents the banks industry group of the S&P Total Market Index (“S&P TMI”). The Index is one of twenty-five (25) of the S&P Select Industry Indices (the “Select Industry Indices”), each designed to measure the performance of a narrow sub-industry or group of sub-industries determined based on the Global Industry Classification Standards (“GICS”). Membership in the Select Industry Indices is based on the GICS classification, as well as liquidity and market cap requirements. Companies in the Select Industry Indices are classified based primarily on revenues; however, earnings and market perception are also considered. The Index consists of the S&P TMI constituents belonging to the particular GICS sub-industry or group of sub-industries that satisfy the following criteria: (i) have a float-adjusted market capitalization above $2 billion with a float-adjusted liquidity ratio (defined by dollar value traded over the previous 12 months divided by the float-adjusted market capitalization as of the index rebalancing reference date) above 100%; and (ii) are U.S. based companies. The length of time to evaluate liquidity is reduced to the available trading period for initial public offerings or spin-offs that do not have 12 months of trading history. If there are fewer than 35 stocks, stocks from a supplementary list of highly correlated sub-industries that meet the market capitalization and liquidity thresholds are included in order of their float-adjusted market capitalization. The market capitalization threshold may be relaxed to ensure that there are at least 22 stocks in the Index as of the rebalancing effective date. Existing Index constituents are removed at the quarterly rebalancing effective date if either their float-adjusted market capitalization falls below $1 biillion or their float-adjusted liquidity ratio falls below 50%. The market capitalization threshold and the liquidity threshold are each reviewed from time to time based on market conditions. Rebalancing occurs on the third Friday of the quarter ending month. The S&P TMI tracks all the U.S. common stocks listed on the NYSE (including NYSE Arca and NYSE Amex), the NASDAQ Global Select Market, the NASDAQ Select Market and the NASDAQ Capital Market. The Index is a modified equal weighted index. As of September 30, 2011, the Index was comprised of 38 stocks.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

banking sector risk: The Fund’s assets will generally be concentrated in the banking sector, which means the Fund will be more affected by the performance of the banking sector versus a fund that was more diversified. The performance of bank stocks may be affected by extensive governmental regulation which may limit both the amounts and types of loans and other financial commitments they can make, and the interest rates and fees they can charge and the amount of capital they must maintain. Profitability is largely dependent on the availability and cost of capital funds, and can fluctuate significantly when interest rates change. Credit losses resulting from financial difficulties of borrowers can negatively impact the sector. Banks may also be subject to severe price

40 Precise in a world that isn’t. SM

competition. The regional banking industry is highly competitive and failure to maintain or increase market share may result in lost market share.

FUND PERFORMANCE

annual total return (years ended 12/31)*


2006			16.50
2007			-21.81
2008			-47.39
2009			-1.44
2010			22.93

Highest Quarterly Return: 30.43% (Q2 2009)
Lowest Quarterly Return: -35.84% (Q1 2009)

* As of September 30, 2011, the Fund’s Calendar Year-To-Date return was -31.54%.

average annual total returns (for periods ending 12/31/10)


							SINCE INCEPTION
	ONE YEAR			FIVE YEARS			(11/8/05)

RETURN BEFORE TAXES		22.93	%		-10.30	%		-9.37	%

RETURN AFTER TAXES ON DISTRIBUTIONS		22.81	%		-10.89	%		-9.95	%

RETURN AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES		15.01	%		-8.47	%		-7.72	%

S&P BANKS SELECT INDUSTRY INDEX (1)(2) (reflects no deduction for fees, expenses or taxes)		N/A			N/A			N/A

KBW BANK INDEX (1) (reflects no deduction for fees, expenses or taxes)		23.36	%		-10.28	%		-9.33	%


(1)		Effective October 24, 2011, the Fund changed its benchmark index to the S&P Banks Select Industry Index from the KBW Bank Index. The Fund’s performance in the table above is based on the Fund’s prior investment strategy to track a different benchmark index.

(2)		The S&P Banks Select Industry Index inception date is September 12, 2011.

Precise in a world that isn’t. SM 41

SPDR^® S&P Capital Markets ETF

INVESTMENT OBJECTIVE

The SPDR S&P Capital Markets ETF (the “Fund”) seeks to provide investment results that, before expenses, correspond generally to the total return performance of an index that tracks the performance of publicly traded companies that do business as broker-dealers, asset managers, trust and custody banks or exchanges.

FEES AND EXPENSES OF THE FUND

annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment):



MANAGEMENT FEES		0.35%

DISTRIBUTION AND SERVICE (12b-1) FEES (1)		None

OTHER EXPENSES (2)		0.00%

TOTAL ANNUAL FUND OPERATING EXPENSES (2)		0.35%


(1)	The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.

(2)	Amounts do not reflect certain other expenses of 0.03% incurred during the prior fiscal year which are not expected to be incurred during the current fiscal year.

example:




YEAR 1	YEAR 3	YEAR 5	YEAR 10

$36	$113	$197	$443

portfolio turnover:

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of the S&P Capital Markets Select Industry Index (the “Index”), the Fund employs a replication strategy, which means that the Fund typically invests in substantially all of the securities represented in the Index in approximately the same proportions as the Index.

Precise in a world that isn’t. SM 43

funds (including money market funds advised by SSgA Funds Management, Inc. (“SSgA FM” or the “Adviser”), the investment adviser to the Fund).

The Index represents the capital markets industry group of the S&P Total Market Index (“S&P TMI”). The Index is one of twenty-five (25) of the S&P Select Industry Indices (the “Select Industry Indices”), each designed to measure the performance of a narrow sub-industry or group of sub-industries determined based on the Global Industry Classification Standards (“GICS”). Membership in the Select Industry Indices is based on the GICS classification, as well as liquidity and market cap requirements. Companies in the Select Industry Indices are classified based primarily on revenues; however, earnings and market perception are also considered. The Index consists of the S&P TMI constituents belonging to the particular GICS sub-industry or group of sub-industries that satisfy the following criteria: (i) have a float-adjusted market capitalization above $500 million with a float-adjusted liquidity ratio (defined by dollar value traded over the previous 12 months divided by the float-adjusted market capitalization as of the index rebalancing reference date) above 90% or have a float-adjusted market capitalization above $400 million with a float-adjusted liquidity ratio (as defined above) above 150%; and (ii) are U.S. based companies. The length of time to evaluate liquidity is reduced to the available trading period for initial public offerings or spin-offs that do not have 12 months of trading history. If there are fewer than 35 stocks, stocks from a supplementary list of highly correlated sub-industries that meet the market capitalization and liquidity thresholds are included in order of their float-adjusted market capitalization. The market capitalization threshold may be relaxed to ensure that there are at least 22 stocks in the Index as of the rebalancing effective date. Existing Index constituents are removed at the quarterly rebalancing effective date if either their float-adjusted market capitalization falls below $300 million or their float-adjusted liquidity ratio falls below 50%. The market capitalization threshold and the liquidity threshold are each reviewed from time to time based on market conditions. Rebalancing occurs on the third Friday of the quarter ending month. The S&P TMI tracks all the U.S. common stocks listed on the NYSE (including NYSE Arca and NYSE Amex), the NASDAQ Global Select Market, the NASDAQ Select Market and the NASDAQ Capital Market. The Index is a modified equal weighted index. As of September 30, 2011, the Index was comprised of 45 stocks.

The Index is sponsored by Standard & Poor’s, Financial Services LLC (the “Index Provider”) which is not affiliated with the Fund or the Adviser. The Index Provider determines the composition of the Index, relative weightings of the securities in the Index and publishes information regarding the market value of the Index.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

capital markets sector risk: The Fund’s assets will generally be concentrated in the capital markets sector, which means the Fund will be more affected by the performance of the capital markets sector versus a fund that was more diversified. Companies within the Index can be significantly affected by stock and bank trading activity, changes in governmental regulation, continuing increases in price competition, decreases in fees or fee-related business, including investment banking, brokerage, asset management and other servicing fees, fluctuation in interest rates and other factors which could adversely affect financial markets.

44 Precise in a world that isn’t. SM

FUND PERFORMANCE

annual total return (years ended 12/31)*


2006			28.47
2007			0.94
2008			-60.27
2009			40.94
2010			6.30

Highest Quarterly Return: 29.06% (Q2 2009)
Lowest Quarterly Return: -33.43% (Q4 2008)

* As of September 30, 2011, the Fund’s Calendar Year-To-Date return was -32.32%.

average annual total returns (for periods ending 12/31/10)


							SINCE INCEPTION
	ONE YEAR			FIVE YEARS			(11/8/05)

RETURN BEFORE TAXES		6.30	%		-5.05	%		-4.37	%

RETURN AFTER TAXES ON DISTRIBUTIONS		6.01	%		-5.34	%		-4.66	%

RETURN AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES		4.42	%		-4.19	%		-3.63	%

S&P CAPITAL MARKETS SELECT INDUSTRY INDEX (1)(2) (reflects no deduction for fees, expenses or taxes)		N/A			N/A			N/A

KBW CAPITAL MARKETS INDEX (1) (reflects no deduction for fees, expenses or taxes)		6.71	%		-4.77	%		-4.10	%


(1)	Effective October 24, 2011, the Fund changed its benchmark index to the S&P Capital Markets Select Industry Index from the KBW Capital Markets Index. The Fund’s performance in the table above is based on the Fund’s prior investment strategy to track a different benchmark index.

(2)	The S&P Capital Markets Select Industry Index inception date is September 12, 2011.

Precise in a world that isn’t. SM 45

SPDR^® S&P Insurance ETF

INVESTMENT OBJECTIVE

The SPDR S&P Insurance ETF (the “Fund”) seeks to provide investment results that, before expenses, correspond generally to the total return performance of an index that tracks the performance of publicly traded companies in the insurance industry.

FEES AND EXPENSES OF THE FUND

annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment):



MANAGEMENT FEES		0.35%

DISTRIBUTION AND SERVICE (12b-1) FEES (1)		None

OTHER EXPENSES (2)		0.00%

TOTAL ANNUAL FUND OPERATING EXPENSES (2)		0.35%


(1)	The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.

(2)	Amounts do not reflect certain other expenses of 0.02% incurred during the prior fiscal year which are not expected to be incurred during the current fiscal year.

example:




YEAR 1	YEAR 3	YEAR 5	YEAR 10

$36	$113	$197	$443

portfolio turnover:

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of the S&P Insurance Select Industry Index (the “Index”), the Fund employs a replication strategy, which means that the Fund typically invests in substantially all of the securities represented in the Index in approximately the same proportions as the Index.

Precise in a world that isn’t. SM 47

funds (including money market funds advised by SSgA Funds Management, Inc. (“SSgA FM” or the “Adviser”), the investment adviser to the Fund).

The Index represents the insurance industry group of the S&P Total Market Index (“S&P TMI”). The Index is one of twenty-five (25) of the S&P Select Industry Indices (the “Select Industry Indices”), each designed to measure the performance of a narrow sub-industry or group of sub-industries determined based on the Global Industry Classification Standards (“GICS”). Membership in the Select Industry Indices is based on the GICS classification, as well as liquidity and market cap requirements. Companies in the Select Industry Indices are classified based primarily on revenues; however, earnings and market perception are also considered. The Index consists of the S&P TMI constituents belonging to the particular GICS sub-industry or group of sub-industries that satisfy the following criteria: (i) have a float-adjusted market capitalization above $2 billion with a float-adjusted liquidity ratio (defined by dollar value traded over the previous 12 months divided by the float-adjusted market capitalization as of the index rebalancing reference date) above 90%; and (ii) are U.S. based companies. The length of time to evaluate liquidity is reduced to the available trading period for initial public offerings or spin-offs that do not have 12 months of trading history. If there are fewer than 35 stocks, stocks from a supplementary list of highly correlated sub-industries that meet the market capitalization and liquidity thresholds are included in order of their float-adjusted market capitalization. The market capitalization threshold may be relaxed to ensure that there are at least 22 stocks in the Index as of the rebalancing effective date. Existing Index constituents are removed at the quarterly rebalancing effective date if either their float-adjusted market capitalization falls below $1 billion or their float-adjusted liquidity ratio falls below 50%. The market capitalization threshold and the liquidity threshold are each reviewed from time to time based on market conditions. Rebalancing occurs on the third Friday of the quarter ending month. The S&P TMI tracks all the U.S. common stocks listed on the NYSE (including NYSE Arca and NYSE Amex), the NASDAQ Global Select Market, the NASDAQ Select Market and the NASDAQ Capital Market. The Index is a modified equal weighted index. As of September 30, 2011, the Index was comprised of 41 stocks.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

insurance sector risk: The Fund’s assets will generally be concentrated in the insurance sector, which means the Fund will be more affected by the performance of the insurance sector versus a fund that was more diversified. Insurance companies’ profits are affected by many factors, including interest rate movements, the imposition of premium rate caps, competition and pressure to compete globally. Certain types of insurance companies may also be affected by weather catastrophes and other disasters and mortality rates. In addition, although the industry is currently subject to extensive regulation, companies in this industry may be adversely affected by increased governmental regulations or tax law changes in the future.

48 Precise in a world that isn’t. SM

FUND PERFORMANCE

annual total return (years ended 12/31)*


2006			10.19
2007			-5.81
2008			-46.80
2009			28.47
2010			26.10

Highest Quarterly Return: 36.67% (Q3 2009)
Lowest Quarterly Return: -28.64% (Q4 2008)

* As of September 30, 2011, the Fund’s Calendar Year-To-Date return was -25.19%.

average annual total returns (for periods ending 12/31/10)


							SINCE INCEPTION
	ONE YEAR			FIVE YEARS			(11/8/05)

RETURN BEFORE TAXES		26.10	%		-2.21	%		-1.97	%

RETURN AFTER TAXES ON DISTRIBUTIONS		25.72	%		-2.51	%		-2.27	%

RETURN AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES		17.29	%		-1.92	%		-1.72	%

S&P INSURANCE SELECT INDUSTRY INDEX (1)(2) (reflects no deduction for fees, expenses or taxes)		N/A			N/A			N/A

KBW INSURANCE INDEX (1) (reflects no deduction for fees, expenses or taxes)		26.86	%		-1.84	%		-1.61	%


(1)	Effective October 24, 2011, the Fund changed its benchmark index to the S&P Insurance Select Industry Index from the KBW Insurance Index. The Fund’s performance in the table above is based on the Fund’s prior investment strategy to track a different benchmark index.

(2)	The S&P Insurance Select Industry Index inception date is September 12, 2011.

Precise in a world that isn’t. SM 49

SPDR^® S&P Mortgage Finance ETF

INVESTMENT OBJECTIVE

The SPDR S&P Mortgage Finance ETF (the “Fund”) seeks to replicate as closely as possible, before expenses, the performance of an index derived from the mortgage banking, processing and marketing segment of the U.S. financial services industry.

FEES AND EXPENSES OF THE FUND

annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment):



MANAGEMENT FEES		0.35%

DISTRIBUTION AND SERVICE (12b-1) FEES (1)		None

OTHER EXPENSES (2)		0.00%

TOTAL ANNUAL FUND OPERATING EXPENSES (2)		0.35%


(1)	The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.

(2)	Amounts do not reflect certain other expenses of 0.01% incurred during the prior fiscal year which are not expected to be incurred during the current fiscal year.

example:




YEAR 1	YEAR 3	YEAR 5	YEAR 10

$36	$113	$197	$443

portfolio turnover:

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of the S&P Mortgage Finance Select Industry Index (the “Index”), the Fund employs a replication strategy, which means that the Fund typically invests in substantially all of the securities represented in the Index in approximately the same proportions as the Index.

Precise in a world that isn’t. SM 51

funds (including money market funds advised by SSgA Funds Management, Inc. (“SSgA FM” or the “Adviser”), the investment adviser to the Fund).

The Index represents the mortgage finance industry group of the S&P Total Market Index (“S&P TMI”). The Index is one of twenty-five (25) of the S&P Select Industry Indices (the “Select Industry Indices”), each designed to measure the performance of a narrow sub-industry or group of sub-industries determined based on the Global Industry Classification Standards (“GICS”). Membership in the Select Industry Indices is based on the GICS classification, as well as liquidity and market cap requirements. Companies in the Select Industry Indices are classified based primarily on revenues; however, earnings and market perception are also considered. The Index consists of the S&P TMI constituents belonging to the particular GICS sub-industry or group of sub-industries that satisfy the following criteria: (i) have a float-adjusted market capitalization above $1 billion with a float-adjusted liquidity ratio (defined by dollar value traded over the previous 12 months divided by the float-adjusted market capitalization as of the index rebalancing reference date) above 90% or have a float-adjusted market capitalization above $600 million with a float-adjusted liquidity ratio (as defined above) above 150%; and (ii) are U.S. based companies. The length of time to evaluate liquidity is reduced to the available trading period for initial public offerings or spin-offs that do not have 12 months of trading history. If there are fewer than 35 stocks, stocks from a supplementary list of highly correlated sub-industries that meet the market capitalization and liquidity thresholds are included in order of their float-adjusted market capitalization. The market capitalization threshold may be relaxed to ensure that there are at least 22 stocks in the Index as of the rebalancing effective date. Existing Index constituents are removed at the quarterly rebalancing effective date if either their float-adjusted market capitalization falls below $500 million or their float-adjusted liquidity ratio falls below 50%. The market capitalization threshold and the liquidity threshold are each reviewed from time to time based on market conditions. Rebalancing occurs on the third Friday of the quarter ending month. The S&P TMI tracks all the U.S. common stocks listed on the NYSE (including NYSE Arca and NYSE Amex), the NASDAQ Global Select Market, the NASDAQ Select Market and the NASDAQ Capital Market. The Index is a modified equal weighted index. As of September 30, 2011, the Index was comprised of 42 stocks.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

mortgage sector risk: The Fund’s assets will generally be concentrated in the mortgage industry, which means the Fund will be more affected by the performance of the mortgage industry versus a fund that was more diversified. The mortgage industry can be significantly affected by regulatory changes, interest rate movements, home mortgage demand, refinancing activity, and residential delinquency trends. The residential real estate finance industry has changed rapidly over the last decade. Regulatory changes at banks and other federally insured institutions, in response to a high failure rate, have led to high capital ratios and more prudent underwriting. This reduced capacity has created growth opportunities for uninsured companies and secondary market products to fill

52 Precise in a world that isn’t. SM

unmet demand for home loans. Significant changes are occurring in the origination, packaging, marketing and selling, holding, and insuring of mortgage products.

FUND PERFORMANCE

The following bar chart and table provide an indication of the risks of investing in the Fund by showing the Fund’s performance for the most recent calendar year and by showing how the Fund’s average annual returns for certain time periods compare with the average annual returns of the Index. The Fund’s past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Updated performance information is available online at http://www.spdrs.com.

annual total return (year ended 12/31)*


2010			5.72

Highest Quarterly Return: 15.21% (Q1 2010)
Lowest Quarterly Return: -16.41% (Q2 2010)

* As of September 30, 2011, the Fund’s Calendar Year-To-Date return was -32.77%.

average annual total returns (for periods ending 12/31/10)


				SINCE INCEPTION
	ONE YEAR			(4/29/09)

RETURN BEFORE TAXES		5.72	%		4.25	%

RETURN AFTER TAXES ON DISTRIBUTIONS		5.31	%		3.82	%

RETURN AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES		4.19	%		3.59	%

S&P MORTGAGE FINANCE SELECT INDUSTRY INDEX (1)(2) (reflects no deduction for fees, expenses or taxes)		N/A			N/A

KBW MORTGAGE FINANCE INDEX (1) (reflects no deduction for fees, expenses or taxes)		5.90	%		4.50	%


(1)	Effective October 24, 2011, the Fund has changed its benchmark index to the S&P Mortgage Finance Select Industry Index from the KBW Mortgage Finance Index. The Fund’s performance in the table above is based on the Fund’s prior investment strategy to track a different benchmark index.

(2)	The S&P Mortgage Finance Select Industry Index inception date is September 12, 2011.

Precise in a world that isn’t. SM 53

SPDR^® S&P Regional Banking ETF

INVESTMENT OBJECTIVE

The SPDR S&P Regional Banking ETF (the “Fund”) seeks to replicate as closely as possible, before expenses, the performance of an index derived from the regional banking segment of the U.S. banking industry.

FEES AND EXPENSES OF THE FUND

annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment):



MANAGEMENT FEES		0.35%

DISTRIBUTION AND SERVICE (12b-1) FEES (1)		None

OTHER EXPENSES (2)		0.00%

TOTAL ANNUAL FUND OPERATING EXPENSES (2)		0.35%


(1)		The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.

(2)		Amounts do not reflect certain other expenses of 0.01% incurred during the prior fiscal year which are not expected to be incurred during the current fiscal year.

example:




YEAR 1	YEAR 3	YEAR 5	YEAR 10

$36	$113	$197	$443

portfolio turnover:

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of the S&P Regional Banks Select Industry Index (the “Index”), the Fund employs a replication strategy, which means that the Fund typically invests in substantially all of the securities represented in the Index in approximately the same proportions as the Index.

Precise in a world that isn’t. SM 55

funds (including money market funds advised by SSgA Funds Management, Inc. (“SSgA FM” or the “Adviser”), the investment adviser to the Fund).

The Index represents the regional banks industry group of the S&P Total Market Index (“S&P TMI”). The Index is one of twenty-five (25) of the S&P Select Industry Indices (the “Select Industry Indices”), each designed to measure the performance of a narrow sub-industry or group of sub-industries determined based on the Global Industry Classification Standards (“GICS”). Membership in the Select Industry Indices is based on the GICS classification, as well as liquidity and market cap requirements. Companies in the Select Industry Indices are classified based primarily on revenues; however, earnings and market perception are also considered. The Index consists of the S&P TMI constituents belonging to the particular GICS sub-industry or group of sub-industries that satisfy the following criteria: (i) float-adjusted market capitalization above $500 million with a float-adjusted liquidity ratio (defined by dollar value traded over the previous 12 months divided by the float-adjusted market capitalization as of the index rebalancing reference date) above 90% or have a float-adjusted market capitalization above $400 million with a float-adjusted liquidity ratio (as defined above) above 150%; and (ii) are U.S. based companies. The length of time to evaluate liquidity is reduced to the available trading period for initial public offerings or spin-offs that do not have 12 months of trading history. If there are fewer than 35 stocks, stocks from a supplementary list of highly correlated sub-industries that meet the market capitalization and liquidity thresholds are included in order of their float-adjusted market capitalization. The market capitalization threshold may be relaxed to ensure that there are at least 22 stocks in the Index as of the rebalancing effective date. Existing Index constituents are removed at the quarterly rebalancing effective date if either their float-adjusted market capitalization falls below $300 million or their float-adjusted liquidity ratio falls below 50%. The market capitalization threshold and the liquidity threshold are each reviewed from time to time based on market conditions. Rebalancing occurs on the third Friday of the quarter ending month. The S&P TMI tracks all the U.S. common stocks listed on the NYSE (including NYSE Arca and NYSE Amex), the NASDAQ Global Select Market, the NASDAQ Select Market and the NASDAQ Capital Market. The Index is a modified equal weighted index. As of September 30, 2011, the Index was comprised of 69 stocks.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

56 Precise in a world that isn’t. SM

competition. The regional banking industry is highly competitive and failure to maintain or increase market share may result in lost market share.

FUND PERFORMANCE

annual total return (years ended 12/31)*


2007			-22.01
2008			-18.33
2009			-22.00
2010			20.04

Highest Quarterly Return: 34.92% (Q3 2008)
Lowest Quarterly Return: -33.24% (Q1 2009)

* As of September 30, 2011, the Fund’s Calendar Year-To-Date return was -25.79%.

average annual total returns (for periods ending 12/31/10)


				SINCE INCEPTION
	ONE YEAR			(6/19/06)

RETURN BEFORE TAXES		20.04	%		-9.63	%

RETURN AFTER TAXES ON DISTRIBUTIONS		19.64	%		-10.34	%

RETURN AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES		13.21	%		-8.17	%

S&P REGIONAL BANKS SELECT INDUSTRY INDEX (1)(2) (reflects no deduction for fees, expenses or taxes)		N/A			N/A

KBW REGIONAL BANKING INDEX (1) (reflects no deduction for fees, expenses or taxes)		20.40	%		-9.46	%


(1)		Effective October 24, 2011, the Fund changed its benchmark index to the S&P Regional Banks Select Industry Index from the KBW Regional Banking Index. The Fund’s performance in the table above is based on the Fund’s prior investment strategy to track a different benchmark index.

(2)		The S&P Regional Bank Select Industry Index inception date is September 12, 2011.

Precise in a world that isn’t. SM 57

SPDR^® Morgan Stanley Technology ETF

INVESTMENT OBJECTIVE

The SPDR Morgan Stanley Technology ETF (the “Fund”) seeks to provide investment results that, before expenses, correspond generally to the total return performance of an index that tracks the performance of publicly traded electronics-based technology companies.

FEES AND EXPENSES OF THE FUND

annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment):



MANAGEMENT FEES		0.50%

DISTRIBUTION AND SERVICE (12b-1) FEES (1)		None

OTHER EXPENSES (2)		0.00%

TOTAL ANNUAL FUND OPERATING EXPENSES (2)		0.50%


(1)		The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.

(2)		Amounts do not reflect certain other expenses of 0.03% incurred during the prior fiscal year which are not expected to be incurred during the current fiscal year.

example:




YEAR 1	YEAR 3	YEAR 5	YEAR 10

$51	$160	$280	$628

portfolio turnover:

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of the Morgan Stanley Technology Index (the “Index”), the Fund employs a replication strategy, which means that the Fund typically invests in substantially all of the securities represented in the Index in approximately the same proportions as the Index.

Precise in a world that isn’t. SM 59

funds (including money market funds advised by SSgA Funds Management, Inc. (“SSgA FM” or the “Adviser”), the investment adviser to the Fund).

The Index is composed purely of electronics-based technology companies. The Index was the first listed broad-market technology barometer dedicated exclusively to the electronics-based technology industry. The Index comprises companies drawn from the following technology sub-sectors: computer services; design software; server software, PC software and new media; networking and telecom equipment; server hardware, PC hardware and peripherals; specialized systems; and semiconductors. The New York Stock Exchange (“NYSE”) calculates the Index. Morgan Stanley & Co. Incorporated acts as consultant to the NYSE in connection with NYSE’s maintenance of the Index. The Index is equal-dollar-weighted to ensure that each of its component securities is represented in approximate equal dollar value. To ensure that each component stock continues to represent approximate equal market value in the Index, adjustments, if necessary, are made annually after the close of trading on the third Friday of December. As of September 30, 2011, the Index was comprised of 35 stocks.

The Index is sponsored by Morgan Stanley & Co. Incorporated (the “Index Provider”) which is not affiliated with the Fund or the Adviser. The Index Provider determines the composition of the Index, relative weightings of the securities in the Index and publishes information regarding the market value of the Index.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

technology sector risk: The Fund’s assets will generally be concentrated in the technology industry, which means the Fund will be more affected by the performance of the technology industry versus a fund that was more diversified. The Fund is subject to the risk that market or economic factors impacting technology companies and companies that rely heavily on technology advances could have a major effect on the value of the Fund’s investments. The value of stocks of technology companies and companies that rely heavily on technology is particularly vulnerable to rapid changes in technology product cycles, rapid product obsolescence, government regulation and competition, both domestically and internationally, including competition from foreign competitors with lower production costs. Technology companies and companies that rely heavily on technology, especially those of smaller, less-seasoned companies, tend to be more volatile than the overall market. Additionally, companies in the technology sector may face dramatic and often unpredictable changes in growth rates and competition for the services of qualified personnel.

60 Precise in a world that isn’t. SM

FUND PERFORMANCE

annual total return (years ended 12/31)*


2001	-24.33
2002		-43.44
2003		65.05
2004		6.56
2005		2.85
2006		8.83
2007		9.73
2008		-44.91
2009		70.21
2010		15.41

Highest Quarterly Return: 35.54% (Q4 2001)
Lowest Quarterly Return: -35.46% (Q3 2001)

* As of September 30, 2011, the Fund’s Calendar Year-To-Date return was -15.57%.

average annual total returns (for periods ending 12/31/10)


	ONE YEAR		FIVE YEARS		TEN YEARS

RETURN BEFORE TAXES		15.41%		5.26%		0.01%

RETURN AFTER TAXES ON DISTRIBUTIONS		15.32%		5.21%		-0.02%

RETURN AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES		10.11%		4.52%		0.00%

MORGAN STANLEY TECHNOLOGY INDEX (reflects no deduction for fees, expenses or taxes)		16.03%		5.75%		0.50%

PORTFOLIO MANAGEMENT

investment adviser

SSgA FM serves as the investment adviser to the Fund.

portfolio managers

The professionals primarily responsible for the day-to-day management of the Fund are Mike Feehily and John Tucker.

mike feehily, cfa, is a Managing Director of the Adviser. He joined the Adviser in 1997, moved to State Street Global Markets LLC in 2006 and rejoined the Adviser in 2010.

john tucker, cfa, is a Managing Director of the Adviser. He joined the Adviser in 1988.

For important information about the purchase and sale of Fund shares and tax information, please turn to “Summary Information about Purchases, Sales and Taxes” on page 133 of the Prospectus.

Precise in a world that isn’t. SM 61

SPDR^® S&P^® Dividend ETF

INVESTMENT OBJECTIVE

The SPDR S&P Dividend ETF (the “Fund”) seeks to provide investment results that, before expenses, correspond generally to the total return performance of an index that tracks the performance of publicly traded issuers that have historically followed a policy of making dividend payments.

FEES AND EXPENSES OF THE FUND

annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment):



MANAGEMENT FEES		0.35%

DISTRIBUTION AND SERVICE (12b-1) FEES (1)		None

OTHER EXPENSES (2)		0.00%

TOTAL ANNUAL FUND OPERATING EXPENSES (2)		0.35%


(1)		The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.

(2)		Amounts do not reflect certain other expenses of 0.01% incurred during the prior fiscal year which are not expected to be incurred during the current fiscal year.

example:




YEAR 1	YEAR 3	YEAR 5	YEAR 10

$36	$113	$197	$443

portfolio turnover:

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of the S&P High Yield Dividend Aristocrats Index (the “Index”), the Fund employs a replication strategy, which means that the Fund typically invests in substantially all of the securities represented in the Index in approximately the same proportions as the Index.

62 Precise in a world that isn’t. SM

funds (including money market funds advised by SSgA Funds Management, Inc. (“SSgA FM” or the “Adviser”), the investment adviser to the Fund).

The Index is designed to measure the performance of the 60 highest dividend yielding S&P Composite 1500^® Index constituents that have followed a managed-dividends policy of consistently increasing dividends every year for at least 25 consecutive years. Stocks included in the Index have both capital growth and dividend income characteristics, as opposed to stocks that are pure yield, or pure capital oriented. Stocks within the Index are weighted by indicated yield (annualized gross dividend payment per share divided by price per share) and weight-adjusted each quarter. The Index components are reviewed annually in December for continued inclusion in the Index and re-weighted quarterly in March, June and September. A component stock may be removed from the Index if 1) during the year-end review, dividends did not increase from the previous year or a company falls out of the top 60 of index eligible companies in terms of indicated dividend yield, 2) at quarterly rebalancings, the company ranks 70 or higher in terms of indicated dividend yield, where “higher” means lower yield, or 3) at any time during the year, a company is removed from the S&P Composite 1500 Index. As of September 30, 2011, the Index was comprised of 60 stocks.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

Precise in a world that isn’t. SM 63

FUND PERFORMANCE

annual total return (years ended 12/31)*


2006			17.74
2007			-6.39
2008			-23.02
2009			19.12
2010			16.43

Highest Quarterly Return: 17.28% (Q3 2009)
Lowest Quarterly Return: -16.22% (Q4 2008)

* As of September 30, 2011, the Fund’s Calendar Year-To-Date return was -4.29%.

average annual total returns (for periods ending 12/31/10)


					SINCE INCEPTION
	ONE YEAR		FIVE YEARS		(11/8/05)

RETURN BEFORE TAXES		16.43%		3.31%		3.55%

RETURN AFTER TAXES ON DISTRIBUTIONS		15.67%		2.53%		2.78%

RETURN AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES		11.19%		2.62%		2.83%

S&P HIGH YIELD DIVIDEND ARISTOCRATS INDEX (reflects no deduction for fees, expenses or taxes)		16.80%		3.42%		3.66%

PORTFOLIO MANAGEMENT

investment adviser

SSgA FM serves as the investment adviser to the Fund.

portfolio managers

The professionals primarily responsible for the day-to-day management of the Fund are Mike Feehily and John Tucker.

mike feehily, cfa, is a Managing Director of the Adviser. He joined the Adviser in 1997, moved to State Street Global Markets LLC in 2006 and rejoined the Adviser in 2010.

john tucker, cfa, is a Managing Director of the Adviser. He joined the Adviser in 1988.

For important information about the purchase and sale of Fund shares and tax information, please turn to “Summary Information about Purchases, Sales and Taxes” on page 133 of the Prospectus.

64 Precise in a world that isn’t. SM

SPDR^® S&P^® Aerospace & Defense ETF

INVESTMENT OBJECTIVE

The SPDR S&P Aerospace & Defense ETF (the “Fund”) seeks to replicate as closely as possible, before expenses, the performance of an index derived from the aerospace and defense segment of a U.S. total market composite index.

FEES AND EXPENSES OF THE FUND

annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment):



MANAGEMENT FEES		0.35%

DISTRIBUTION AND SERVICE (12b-1) FEES (1)		None

OTHER EXPENSES (2)		0.00%

TOTAL ANNUAL FUND OPERATING EXPENSES		0.35%


(1)		The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.

(2)		“Other Expenses” are based on estimated amounts for the current fiscal year.

example:




YEAR 1			YEAR 3

$36			$113

portfolio turnover:

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of the S&P Aerospace & Defense Select Industry Index (the “Index”), the Fund employs a replication strategy, which means that the Fund typically invests in substantially all of the securities represented in the Index in approximately the same proportions as the Index.

Precise in a world that isn’t. SM 65

The Index represents the aerospace and defense industry group of the S&P Total Market Index (“S&P TMI”). The Index is one of twenty-five (25) of the S&P Select Industry Indices (the “Select Industry Indices”), each designed to measure the performance of a narrow sub-industry or group of sub-industries determined based on the Global Industry Classification Standards (“GICS”). Membership in the Select Industry Indices is based on the GICS classification, as well as liquidity and market cap requirements. Companies in the Select Industry Indices are classified based primarily on revenues; however, earnings and market perception are also considered. The Index consists of the S&P TMI constituents belonging to the particular GICS sub-industry or group of sub-industries that satisfy the following criteria: (i) have a float-adjusted market capitalization above $500 million with a float-adjusted liquidity ratio (defined by dollar value traded over the previous 12 months divided by the float-adjusted market capitalization as of the index rebalancing reference date) above 90% or have a float-adjusted market capitalization above $400 million with a float-adjusted liquidity ratio (as defined above) above 150%; and (ii) are U.S. based companies. The length of time to evaluate liquidity is reduced to the available trading period for initial public offerings or spin-offs that do not have 12 months of trading history. If there are fewer than 35 stocks, stocks from a supplementary list of highly correlated sub-industries that meet the market capitalization and liquidity thresholds are included in order of their float-adjusted market capitalization. The market capitalization threshold may be relaxed to ensure that there are at least 22 stocks in the Index as of the rebalancing effective date. Existing Index constituents are removed at the quarterly rebalancing effective date if either their float-adjusted market capitalization falls below $300 million or their float-adjusted liquidity ratio falls below 50%. The market capitalization threshold and the liquidity threshold are each reviewed from time to time based on market conditions. Rebalancing occurs on the third Friday of the quarter ending month. The S&P TMI tracks all the U.S. common stocks listed on the NYSE (including NYSE Arca and NYSE Amex), the NASDAQ Global Select Market, the NASDAQ Select Market and the NASDAQ Capital Market. The Index is an equal weighted market cap index. As of September 30, 2011, the Index was comprised of 34 stocks.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

aerospace and defense sector risk: The Fund’s assets will generally be concentrated in the aerospace and defense industry, which means the Fund will be more affected by the performance of the aerospace and defense industry versus a fund that was more diversified. The aerospace and defense industry can be significantly affected by government aerospace and defense regulation and spending policies because companies involved in this industry rely to a significant extent on U.S. (and other) government demand for their products and services. Thus, the financial condition of, and investor interest in, aerospace and defense companies are heavily influenced by governmental defense spending policies which are typically under pressure from efforts to control the U.S. (and other) government budgets.

66 Precise in a world that isn’t. SM

FUND PERFORMANCE

The Fund has not yet completed a full calendar year of investment operations and therefore does not have any performance history. Once the Fund has completed a full calendar year of operations, a bar chart and table will be included that will provide some indication of the risks of investing in the Fund by showing the variability of the Fund’s returns based on net assets and comparing the Fund’s performance to the Index.

PORTFOLIO MANAGEMENT

investment adviser

SSgA FM serves as the investment adviser to the Fund.

portfolio managers

The professionals primarily responsible for the day-to-day management of the Fund are Mike Feehily and John Tucker.

mike feehily, cfa, is a Managing Director of the Adviser. He joined the Adviser in 1997, moved to State Street Global Markets LLC in 2006 and rejoined the Adviser in 2010.

john tucker, cfa, is a Managing Director of the Adviser. He joined the Adviser in 1988.

For important information about the purchase and sale of Fund shares and tax information, please turn to “Summary Information about Purchases, Sales and Taxes” on page 133 of the Prospectus.

Precise in a world that isn’t. SM 67

SPDR^® S&P^® Biotech ETF

INVESTMENT OBJECTIVE

The SPDR S&P Biotech ETF (the “Fund”) seeks to replicate as closely as possible, before expenses, the performance of an index derived from the biotechnology segment of a U.S. total market composite index.

FEES AND EXPENSES OF THE FUND

annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment):



MANAGEMENT FEES		0.35%

DISTRIBUTION AND SERVICE (12b-1) FEES (1)		None

OTHER EXPENSES (2)		0.00%

TOTAL ANNUAL FUND OPERATING EXPENSES (2)		0.35%


(1)		The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.

(2)		Amounts do not reflect certain other expenses of 0.02% incurred during the prior fiscal year which are not expected to be incurred during the current fiscal year.

example:




YEAR 1	YEAR 3	YEAR 5	YEAR 10

$36	$113	$197	$443

portfolio turnover:

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of the S&P Biotechnology Select Industry Index (the “Index”), the Fund employs a replication strategy, which means that the Fund typically invests in substantially all of the securities represented in the Index in approximately the same proportions as the Index.

68 Precise in a world that isn’t. SM

The Index represents the biotechnology industry group of the S&P Total Market Index (“S&P TMI”). The Index is one of twenty-five (25) of the S&P Select Industry Indices (the “Select Industry Indices”), each designed to measure the performance of a narrow sub-industry or group of sub-industries determined based on the Global Industry Classification Standards (“GICS”). Membership in the Select Industry Indices is based on the GICS classification, as well as liquidity and market cap requirements. Companies in the Select Industry Indices are classified based primarily on revenues; however, earnings and market perception are also considered. The Index consists of the S&P TMI constituents belonging to the particular GICS sub-industry or group of sub-industries that satisfy the following criteria: (i) have a float-adjusted market capitalization above $500 million with a float-adjusted liquidity ratio (defined by dollar value traded over the previous 12 months divided by the float-adjusted market capitalization as of the index rebalancing reference date) above 90% or have a float-adjusted market capitalization above $400 million with a float-adjusted liquidity ratio (as defined above) above 150%; and (ii) are U.S. based companies. The length of time to evaluate liquidity is reduced to the available trading period for initial public offerings or spin-offs that do not have 12 months of trading history. If there are fewer than 35 stocks, stocks from a supplementary list of highly correlated sub-industries that meet the market capitalization and liquidity thresholds are included in order of their float-adjusted market capitalization. The market capitalization threshold may be relaxed to ensure that there are at least 22 stocks in the Index as of the rebalancing effective date. Existing Index constituents are removed at the quarterly rebalancing effective date if either their float-adjusted market capitalization falls below $300 million or their float-adjusted liquidity ratio falls below 50%. The market capitalization threshold and the liquidity threshold are each reviewed from time to time based on market conditions. Rebalancing occurs on the third Friday of the quarter ending month. The S&P TMI tracks all the U.S. common stocks listed on the NYSE (including NYSE Arca and NYSE Amex), the NASDAQ Global Select Market, the NASDAQ Select Market and the NASDAQ Capital Market. The Index is an equal weighted market cap index. As of 45, the Index was comprised of September 30, 2011 stocks.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

biotechnology sector risk: The Fund’s assets will generally be concentrated in the biotechnology industry, which means the Fund will be more affected by the performance of the biotechnology industry versus a fund that was more diversified. Companies within the biotech industry invest heavily in research and development which may not necessarily lead to commercially successful products. This industry is also subject to increased governmental regulation which may delay or inhibit the release of new products. Many biotech companies are dependent upon their ability to use and enforce intellectual property rights and patents. Any impairment of such rights may have adverse financial consequences. Biotech stocks, especially those of smaller, less-seasoned companies, tend to be more volatile than the overall market. Biotech companies can be significantly affected by technological change and obsolescence, product liability lawsuits and consequential high insurance costs.

Precise in a world that isn’t. SM 69

FUND PERFORMANCE

annual total return (years ended 12/31)*


2007			29.10
2008			-8.81
2009			0.47
2010			17.59

Highest Quarterly Return: 14.65% (Q3 2010)
Lowest Quarterly Return: -13.57% (Q2 2010)

* As of September 30, 2011, the Fund’s Calendar Year-To-Date return was -5.60%.

average annual total returns (for periods ending 12/31/10)


			SINCE INCEPTION
	ONE YEAR		(1/31/06)

RETURN BEFORE TAXES		17.59%		5.35%

RETURN AFTER TAXES ON DISTRIBUTIONS		17.59%		5.27%

RETURN AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES		11.44%		4.59%

S&P BIOTECHNOLOGY SELECT INDUSTRY INDEX (reflects no deduction for fees, expenses or taxes)		17.93%		5.68%

70 Precise in a world that isn’t. SM

SPDR^® S&P^® Building & Construction ETF

INVESTMENT OBJECTIVE

The SPDR S&P Building & Construction ETF (the “Fund”) seeks to replicate as closely as possible, before expenses, the performance of an index derived from the building and construction segment of a U.S. total market composite index.

FEES AND EXPENSES OF THE FUND

annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment):



MANAGEMENT FEES		0.35%

DISTRIBUTION AND SERVICE (12b-1) FEES (1)		None

OTHER EXPENSES (2)		0.00%

TOTAL ANNUAL FUND OPERATING EXPENSES		0.35%




(1)		The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.

(2)		“Other Expenses” are based on estimated amounts for the current fiscal year.

example:




YEAR 1			YEAR 3

$36			$113

portfolio turnover:

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of the S&P Building & Construction Select Industry Index (the “Index”), the Fund employs a replication strategy, which means that the Fund typically invests in substantially all of the securities represented in the Index in approximately the same proportions as the Index.

72 Precise in a world that isn’t. SM

The Index represents the building and construction industry group of the S&P Total Market Index (“S&P TMI”). The Index is one of twenty-five (25) of the S&P Select Industry Indices (the “Select Industry Indices”), each designed to measure the performance of a narrow sub-industry or group of sub-industries determined based on the Global Industry Classification Standards (“GICS”). Membership in the Select Industry Indices is based on the GICS classification, as well as liquidity and market cap requirements. Companies in the Select Industry Indices are classified based primarily on revenues; however, earnings and market perception are also considered. The Index consists of the S&P TMI constituents belonging to the particular GICS sub-industry or group of sub-industries that satisfy the following criteria: (i) have a float-adjusted market capitalization above $500 million with a float-adjusted liquidity ratio (defined by dollar value traded over the previous 12 months divided by the float-adjusted market capitalization as of the index rebalancing reference date) above 90% or have a float-adjusted market capitalization above $400 million with a float-adjusted liquidity ratio (as defined above) above 150%; and (ii) are U.S. based companies. The length of time to evaluate liquidity is reduced to the available trading period for initial public offerings or spin-offs that do not have 12 months of trading history. If there are fewer than 35 stocks, stocks from a supplementary list of highly correlated sub-industries that meet the market capitalization and liquidity thresholds are included in order of their float-adjusted market capitalization. The market capitalization threshold may be relaxed to ensure that there are at least 22 stocks in the Index as of the rebalancing effective date. Existing Index constituents are removed at the quarterly rebalancing effective date if either their float-adjusted market capitalization falls below $300 million or their float-adjusted liquidity ratio falls below 50%. The market capitalization threshold and the liquidity threshold are each reviewed from time to time based on market conditions. Rebalancing occurs on the third Friday of the quarter ending month. The S&P TMI tracks all the U.S. common stocks listed on the NYSE (including NYSE Arca and NYSE Amex), the NASDAQ Global Select Market, the NASDAQ Select Market and the NASDAQ Capital Market. The Index is an equal weighted market cap index. As of September 30, 2011, the Index was comprised of 113 stocks.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

building and construction sector risk: The Fund’s assets will generally be concentrated in the building and construction industry, which means the Fund will be more affected by the performance of the building and construction industry versus a fund that was more diversified. Companies within the Index can be significantly affected by the national, regional and local residential and commercial real estate markets. This industry is also sensitive to interest rate fluctuations which can cause changes in the availability of mortgage capital and directly affect the purchasing power of potential homebuyers. The building industry can be significantly affected by changes in government spending, zoning laws, taxation, consumer confidence, real estate values, demographic patterns, building inventories, and the level of new and existing home sales. Natural disasters and environmental issues can also affect the building industry.

Precise in a world that isn’t. SM 73

FUND PERFORMANCE

The Fund had not commenced operations as of the date of this Prospectus and therefore the Fund does not have a full calendar year of performance information.

PORTFOLIO MANAGEMENT

investment adviser

SSgA FM serves as the investment adviser to the Fund.

portfolio managers

The professionals primarily responsible for the day-to-day management of the Fund are Mike Feehily and John Tucker.

mike feehily, cfa, is a Managing Director of the Adviser. He joined the Adviser in 1997, moved to State Street Global Markets LLC in 2006 and rejoined the Adviser in 2010.

john tucker, cfa, is a Managing Director of the Adviser. He joined the Adviser in 1988.

For important information about the purchase and sale of Fund shares and tax information, please turn to “Summary Information about Purchases, Sales and Taxes” on page 133 of the Prospectus.

74 Precise in a world that isn’t. SM

SPDR^® S&P^® Computer Hardware ETF

INVESTMENT OBJECTIVE

The SPDR S&P Computer Hardware ETF (the “Fund”) seeks to replicate as closely as possible, before expenses, the performance of an index derived from the computer hardware segment of a U.S. total market composite index.

FEES AND EXPENSES OF THE FUND

annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment):



MANAGEMENT FEES		0.35%

DISTRIBUTION AND SERVICE (12b-1) FEES (1)		None

OTHER EXPENSES (2)		0.00%

TOTAL ANNUAL FUND OPERATING EXPENSES		0.35%


(1)		The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.

(2)		“Other Expenses” are based on estimated amounts for the current fiscal year.

example:




YEAR 1			YEAR 3

$36			$113

portfolio turnover:

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of the S&P Computer Hardware Select Industry Index (the “Index”), the Fund employs a replication strategy, which means that the Fund typically invests in substantially all of the securities represented in the Index in approximately the same proportions as the Index.

Precise in a world that isn’t. SM 75

The Index represents the computer hardware industry group of the S&P Total Market Index (“S&P TMI”). The Index is one of twenty-five (25) of the S&P Select Industry Indices (the “Select Industry Indices”), each designed to measure the performance of a narrow sub-industry or group of sub-industries determined based on the Global Industry Classification Standards (“GICS”). Membership in the Select Industry Indices is based on the GICS classification, as well as liquidity and market cap requirements. Companies in the Select Industry Indices are classified based primarily on revenues; however, earnings and market perception are also considered. The Index consists of the S&P TMI constituents belonging to the particular GICS sub-industry or group of sub-industries that satisfy the following criteria: (i) have a float-adjusted market capitalization above $500 million with a float-adjusted liquidity ratio (defined by dollar value traded over the previous 12 months divided by the float-adjusted market capitalization as of the index rebalancing reference date) above 90% or have a float-adjusted market capitalization above $400 million with a float-adjusted liquidity ratio (as defined above) above 150%; and (ii) are U.S. based companies. The length of time to evaluate liquidity is reduced to the available trading period for initial public offerings or spin-offs that do not have 12 months of trading history. If there are fewer than 35 stocks, stocks from a supplementary list of highly correlated sub-industries that meet the market capitalization and liquidity thresholds are included in order of their float-adjusted market capitalization. The market capitalization threshold may be relaxed to ensure that there are at least 22 stocks in the Index as of the rebalancing effective date. Existing Index constituents are removed at the quarterly rebalancing effective date if either their float-adjusted market capitalization falls below $300 million or their float-adjusted liquidity ratio falls below 50%. The market capitalization threshold and the liquidity threshold are each reviewed from time to time based on market conditions. Rebalancing occurs on the third Friday of the quarter ending month. The S&P TMI tracks all the U.S. common stocks listed on the NYSE (including NYSE Arca and NYSE Amex), the NASDAQ Global Select Market, the NASDAQ Select Market and the NASDAQ Capital Market. The Index is an equal weighted market cap index. As of September 30, 2011, the Index was comprised of 35 stocks.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

computer hardware sector risk: The Fund’s assets will generally be concentrated in the computer hardware industry, which means the Fund will be more affected by the performance of the computer hardware industry versus a fund that was more diversified. The Fund will concentrate in segments of the computer industry. The computer industry can be significantly affected by competitive pressures, aggressive pricing, technological developments, changing domestic demand, the ability to attract and retain skilled employees and availability and price of components. The market for products produced by computer companies is characterized by rapidly changing technology, rapid product obsolescence, cyclical market patterns, evolving industry standards and frequent new product introductions. The success of industry participants depends in substantial part on the timely and successful introduction of new products. An unexpected change in one or more of the technologies affecting an

76 Precise in a world that isn’t. SM

issuer’s products or in the market for products based on a particular technology could have a material adverse effect on a participant’s operating results.

Many computer companies rely on a combination of patents, copyrights, trademarks and trade secret laws to establish and protect their proprietary rights in their products and technologies. There can be no assurance that the steps taken by computer companies to protect their proprietary rights will be adequate to prevent misappropriation of their technology or that competitors will not independently develop technologies that are substantially equivalent or superior to such companies’ technology.

technology sector risk: The Fund is subject to the risk that market or economic factors impacting technology companies and companies that rely heavily on technology advances could have a major effect on the value of the Fund’s investments. The value of stocks of technology companies and companies that rely heavily on technology is particularly vulnerable to rapid changes in technology product cycles, rapid product obsolescence, government regulation and competition, both domestically and internationally, including competition from foreign competitors with lower production costs. Technology companies and companies that rely heavily on technology, especially those of smaller, less-seasoned companies, tend to be more volatile than the overall market. Additionally, companies in the technology sector may face dramatic and often unpredictable changes in growth rates and competition for the services of qualified personnel.

FUND PERFORMANCE

The Fund had not commenced operations as of the date of this Prospectus and therefore the Fund does not have a full calendar year of performance information.

PORTFOLIO MANAGEMENT

investment adviser

SSgA FM serves as the investment adviser to the Fund.

portfolio managers

The professionals primarily responsible for the day-to-day management of the Fund are Mike Feehily and John Tucker.

mike feehily, cfa, is a Managing Director of the Adviser. He joined the Adviser in 1997, moved to State Street Global Markets LLC in 2006 and rejoined the Adviser in 2010.

john tucker, cfa, is a Managing Director of the Adviser. He joined the Adviser in 1988.

For important information about the purchase and sale of Fund shares and tax information, please turn to “Summary Information about Purchases, Sales and Taxes” on page 133 of the Prospectus.

Precise in a world that isn’t. SM 77

SPDR^® S&P^® Food & Beverage ETF

INVESTMENT OBJECTIVE

The SPDR S&P Food & Beverage ETF (the “Fund”) seeks to replicate as closely as possible, before expenses, the performance of an index derived from the food and beverage segment of a U.S. total market composite index.

FEES AND EXPENSES OF THE FUND

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund other than brokerage commissions you may pay on purchases and sales of the Fund’s shares.

annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment):



MANAGEMENT FEES		0.35%

DISTRIBUTION AND SERVICE (12b-1) FEES (1)		0.00%

OTHER EXPENSES (2)		0.00%

TOTAL ANNUAL FUND OPERATING EXPENSES (2)		0.35%


(1)		The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.

(2)		“Other Expenses” are based on estimated amounts for the current fiscal year.

example:




YEAR 1			YEAR 3

$36			$113

portfolio turnover:

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of the S&P Food & Beverage Select Industry Index (the “Index”), the Fund employs a replication strategy, which means that the Fund typically invests in substantially all of the securities represented in the Index in approximately the same proportions as the Index.

78 Precise in a world that isn’t. SM

The Index represents the food and beverage industry group of the S&P Total Market Index (“S&P TMI”). The Index is one of twenty-five (25) of the S&P Select Industry Indices (the “Select Industry Indices”), each designed to measure the performance of a narrow sub-industry or group of sub-industries determined based on the Global Industry Classification Standards (“GICS”). Membership in the Select Industry Indices is based on the GICS classification, as well as liquidity and market cap requirements. Companies in the Select Industry Indices are classified based primarily on revenues; however, earnings and market perception are also considered. The Index consists of the S&P TMI constituents belonging to the particular GICS sub-industry or group of sub-industries that satisfy the following criteria: (i) have a float-adjusted market capitalization above $500 million with a float-adjusted liquidity ratio (defined by dollar value traded over the previous 12 months divided by the float-adjusted market capitalization as of the index rebalancing reference date) above 90% or have a float-adjusted market capitalization above $400 million with a float-adjusted liquidity ratio (as defined above) above 150%; and (ii) are U.S. based companies. The length of time to evaluate liquidity is reduced to the available trading period for initial public offerings or spin-offs that do not have 12 months of trading history. If there are fewer than 35 stocks, stocks from a supplementary list of highly correlated sub-industries that meet the market capitalization and liquidity thresholds are included in order of their float-adjusted market capitalization. The market capitalization threshold may be relaxed to ensure that there are at least 22 stocks in the Index as of the rebalancing effective date. Existing Index constituents are removed at the quarterly rebalancing effective date if either their float-adjusted market capitalization falls below $300 million or their float-adjusted liquidity ratio falls below 50%. The market capitalization threshold and the liquidity threshold are each reviewed from time to time based on market conditions. Rebalancing occurs on the third Friday of the quarter ending month. The S&P TMI tracks all the U.S. common stocks listed on the NYSE (including NYSE Arca and NYSE Amex), the NASDAQ Global Select Market, the NASDAQ Select Market and the NASDAQ Capital Market. The Index is an equal weighted market cap index. As of September 30, 2011, the Index was comprised of 61 stocks.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

food and beverage sector risk: The food and beverage industry is highly competitive and can be significantly affected by demographic and product trends, competitive pricing, food fads, marketing campaigns, environmental factors, government regulation, consumer preferences, nutritional and health concerns, federal, state and local food inspection and processing controls, consumer product liability claims, possible product tampering and the availability/expense of liability insurance. There are also risks associated with changing market prices as a result of, among other things, change in government support and trading policies, and agricultural conditions influencing the growth and harvest seasons.

Precise in a world that isn’t. SM 79

retail sector risk: Retail and related industries can be significantly affected by the performance of the domestic and international economy, consumer confidence and spending, intense competition, changes in demographics, and changing consumer tastes and preferences.

FUND PERFORMANCE

The Fund had not commenced operations as of the date of this Prospectus and therefore the Fund does not have a full calendar year of performance information.

PORTFOLIO MANAGEMENT

investment adviser

SSgA FM serves as the investment adviser to the Fund.

portfolio managers

The professionals primarily responsible for the day-to-day management of the Fund are Mike Feehily and John Tucker.

mike feehily, cfa, is a Managing Director of the Adviser. He joined the Adviser in 1997, moved to State Street Global Markets LLC in 2006 and rejoined the Adviser in 2010.

John Tucker, CFA, is a Managing Director of the Adviser. He joined the Adviser in 1988.

For important information about the purchase and sale of Fund shares and tax information, please turn to “Summary Information about Purchases, Sales and Taxes” on page 133 of the Prospectus.

80 Precise in a world that isn’t. SM

SPDR^® S&P^® Health Care Equipment ETF

INVESTMENT OBJECTIVE

The SPDR S&P Health Care Equipment ETF (the “Fund”) seeks to replicate as closely as possible, before expenses, the performance of an index derived from the health care equipment and supplies segment of a U.S. total market composite index.

FEES AND EXPENSES OF THE FUND

annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment):



MANAGEMENT FEES		0.35%

DISTRIBUTION AND SERVICE (12b-1) FEES (1)		None

OTHER EXPENSES (2)		0.00%

TOTAL ANNUAL FUND OPERATING EXPENSES		0.35%


(1)		The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.

(2)		“Other Expenses” are based on estimated amounts for the current fiscal year.

example:




YEAR 1			YEAR 3

$36			$113

portfolio turnover:

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the period from the commencement of the Fund’s operations (January 26, 2011) to the end of the most recent fiscal year, the Fund’s portfolio turnover rate was 21% of the average value of its portfolio.

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of the S&P Health Care Equipment Select Industry Index (the “Index”), the Fund employs a replication strategy, which means that the Fund typically invests in substantially all of the securities represented in the Index in approximately the same proportions as the Index.

Precise in a world that isn’t. SM 81

funds (including money market funds advised by SSgA Funds Management, Inc. (“SSgA FM” or the “Adviser”), the investment adviser to the Fund).

The Index represents the health care equipment industry group of the S&P Total Market Index (“S&P TMI”). The Index is one of twenty-five (25) of the S&P Select Industry Indices (the “Select Industry Indices”), each designed to measure the performance of a narrow sub-industry or group of sub-industries determined based on the Global Industry Classification Standards (“GICS”). Membership in the Select Industry Indices is based on the GICS classification, as well as liquidity and market cap requirements. Companies in the Select Industry Indices are classified based primarily on revenues; however, earnings and market perception are also considered. The Index consists of the S&P TMI constituents belonging to the particular GICS sub-industry or group of sub-industries that satisfy the following criteria: (i) have a float-adjusted market capitalization above $500 million with a float-adjusted liquidity ratio (defined by dollar value traded over the previous 12 months divided by the float-adjusted market capitalization as of the index rebalancing reference date) above 90% or have a float-adjusted market capitalization above $400 million with a float-adjusted liquidity ratio (as defined above) above 150%; and (ii) are U.S. based companies. The length of time to evaluate liquidity is reduced to the available trading period for initial public offerings or spin-offs that do not have 12 months of trading history. If there are fewer than 35 stocks, stocks from a supplementary list of highly correlated sub-industries that meet the market capitalization and liquidity thresholds are included in order of their float-adjusted market capitalization. The market capitalization threshold may be relaxed to ensure that there are at least 22 stocks in the Index as of the rebalancing effective date. Existing Index constituents are removed at the quarterly rebalancing effective date if either their float-adjusted market capitalization falls below $300 million or their float-adjusted liquidity ratio falls below 50%. The market capitalization threshold and the liquidity threshold are each reviewed from time to time based on market conditions. Rebalancing occurs on the third Friday of the quarter ending month. The S&P TMI tracks all the U.S. common stocks listed on the NYSE (including NYSE Arca and NYSE Amex), the NASDAQ Global Select Market, the NASDAQ Select Market and the NASDAQ Capital Market. The Index is an equal weighted market cap index. As of September 30, 2011, the Index was comprised of 57 stocks.

The Index is sponsored by Standard & Poor’s, Inc. (the “Index Provider”) which is not affiliated with the Fund or the Adviser. The Index Provider determines the composition of the Index, relative weightings of the securities in the Index and publishes information regarding the market value of the Index.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

health care equipment sector risk: The Fund’s assets will generally be concentrated in the health care equipment and supplies industry, which means the Fund will be more affected by the performance of the health care equipment and supplies industry versus a fund that was more diversified. Companies in the health care industry are affected by rising costs of medical products, devices and services and the increased emphasis on the delivery of health care through outpatient services. The health care industry is highly competitive and can be significantly affected by extensive government regulation or government reimbursement for medical expenses. The equipment may be subject to extensive litigation based on malpractice claims, product liability claims or other litigation. Medical

82 Precise in a world that isn’t. SM

equipment manufacturers are heavily dependent on patent protection and the expiration of patents may adversely affect their profitability. Many new health care products are subject to the approval of the U.S. Food and Drug Administration (“FDA”). The process of obtaining FDA approval is often long and expensive.

FUND PERFORMANCE

PORTFOLIO MANAGEMENT

investment adviser

SSgA FM serves as the investment adviser to the Fund.

portfolio managers

The professionals primarily responsible for the day-to-day management of the Fund are Mike Feehily and John Tucker.

mike feehily, cfa, is a Managing Director of the Adviser. He joined the Adviser in 1997, moved to State Street Global Markets LLC in 2006 and rejoined the Adviser in 2010.

john tucker, cfa, is a Managing Director of the Adviser. He joined the Adviser in 1988.

For important information about the purchase and sale of Fund shares and tax information, please turn to “Summary Information about Purchases, Sales and Taxes” on page 133 of the Prospectus.

Precise in a world that isn’t. SM 83

SPDR^® S&P^® Health Care Services ETF

INVESTMENT OBJECTIVE

The SPDR S&P Health Care Services ETF (the “Fund”) seeks to replicate as closely as possible, before expenses, the performance of an index derived from the health care providers and services segment of a U.S. total market composite index.

FEES AND EXPENSES OF THE FUND

annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment):



MANAGEMENT FEES		0.35%

DISTRIBUTION AND SERVICE (12b-1) FEES (1)		None

OTHER EXPENSES (2)		0.00%

TOTAL ANNUAL FUND OPERATING EXPENSES		0.35%


(1)		The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.

(2)		“Other Expenses” are based on estimated amounts for the current fiscal year.

example:




YEAR 1			YEAR 3

$36			$113

portfolio turnover:

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of the S&P Health Care Services Select Industry Index (the “Index”), the Fund employs a replication strategy, which means that the Fund typically invests in substantially all of the securities represented in the Index in approximately the same proportions as the Index.

84 Precise in a world that isn’t. SM

The Index represents the health care services industry group of the S&P Total Market Index (“S&P TMI”). The Index is one of twenty-five (25) of the S&P Select Industry Indices (the “Select Industry Indices”), each designed to measure the performance of a narrow sub-industry or group of sub-industries determined based on the Global Industry Classification Standards (“GICS”). Membership in the Select Industry Indices is based on the GICS classification, as well as liquidity and market cap requirements. Companies in the Select Industry Indices are classified based primarily on revenues; however, earnings and market perception are also considered. The Index consists of the S&P TMI constituents belonging to the particular GICS sub-industry or group of sub-industries that satisfy the following criteria: (i) have a float-adjusted market capitalization above $500 million with a float-adjusted liquidity ratio (defined by dollar value traded over the previous 12 months divided by the float-adjusted market capitalization as of the index rebalancing reference date) above 90% or have a float-adjusted market capitalization above $400 million with a float-adjusted liquidity ratio (as defined above) above 150%; and (ii) are U.S. based companies. The length of time to evaluate liquidity is reduced to the available trading period for initial public offerings or spin-offs that do not have 12 months of trading history. If there are fewer than 35 stocks, stocks from a supplementary list of highly correlated sub-industries that meet the market capitalization and liquidity thresholds are included in order of their float-adjusted market capitalization. The market capitalization threshold may be relaxed to ensure that there are at least 22 stocks in the Index as of the rebalancing effective date. Existing Index constituents are removed at the quarterly rebalancing effective date if either their float-adjusted market capitalization falls below $300 million or their float-adjusted liquidity ratio falls below 50%. The market capitalization threshold and the liquidity threshold are each reviewed from time to time based on market conditions. Rebalancing occurs on the third Friday of the quarter ending month. The S&P TMI tracks all the U.S. common stocks listed on the NYSE (including NYSE Arca and NYSE Amex), the NASDAQ Global Select Market, the NASDAQ Select Market and the NASDAQ Capital Market. The Index is an equal weighted market cap index. As of September 30, 2011, the Index was comprised of 58 stocks.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

health care services sector risk: The Fund’s assets will generally be concentrated in the health care providers and services industry, which means the Fund will be more affected by the performance of the health care providers and services industry versus a fund that was more diversified. Companies in the health care industry are affected by rising costs of medical products, devices and services and the increased emphasis on the delivery of health care through outpatient services. The health care industry is highly competitive and can be significantly affected by extensive government regulation or government reimbursement for medical expenses. The equipment may be subject to extensive litigation based on malpractice claims, product liability claims or other litigation. Medical equipment manufacturers are heavily dependent on patent protection and the expiration of patents may adversely

Precise in a world that isn’t. SM 85

affect their profitability. Many new health care products are subject to the approval of the U.S. Food and Drug Administration (“FDA”). The process of obtaining FDA approval is often long and expensive.

FUND PERFORMANCE

PORTFOLIO MANAGEMENT

investment adviser

SSgA FM serves as the investment adviser to the Fund.

portfolio managers

The professionals primarily responsible for the day-to-day management of the Fund are Mike Feehily and John Tucker.

mike feehily, cfa, is a Managing Director of the Adviser. He joined the Adviser in 1997, moved to State Street Global Markets LLC in 2006 and rejoined the Adviser in 2010.

john tucker, cfa, is a Managing Director of the Adviser. He joined the Adviser in 1988.

For important information about the purchase and sale of Fund shares and tax information, please turn to “Summary Information about Purchases, Sales and Taxes” on page 133 of the Prospectus.

86 Precise in a world that isn’t. SM

SPDR^® S&P^® Homebuilders ETF

INVESTMENT OBJECTIVE

The SPDR S&P Homebuilders ETF (the “Fund”) seeks to replicate as closely as possible, before expenses, the performance of an index derived from the homebuilding segment of a U.S. total market composite index.

FEES AND EXPENSES OF THE FUND

annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment):



MANAGEMENT FEES		0.35%

DISTRIBUTION AND SERVICE (12b-1) FEES (1)		None

OTHER EXPENSES (2)		0.00%

TOTAL ANNUAL FUND OPERATING EXPENSES (2)		0.35%


(1)		The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.

(2)		Amounts do not reflect certain other expenses of 0.02% incurred during the prior fiscal year which are not expected to be incurred during the current fiscal year.

example:




YEAR 1	YEAR 3	YEAR 5	YEAR 10

$36	$113	$197	$443

portfolio turnover:

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of the S&P Homebuilders Select Industry Index (the “Index”), the Fund employs a replication strategy, which means that the Fund typically invests in substantially all of the securities represented in the Index in approximately the same proportions as the Index.

Precise in a world that isn’t. SM 87

The Index represents the homebuilders industry group of the S&P Total Market Index (“S&P TMI”). The Index is one of twenty-five (25) of the S&P Select Industry Indices (the “Select Industry Indices”), each designed to measure the performance of a narrow sub-industry or group of sub-industries determined based on the Global Industry Classification Standards (“GICS”). Membership in the Select Industry Indices is based on the GICS classification, as well as liquidity and market cap requirements. Companies in the Select Industry Indices are classified based primarily on revenues; however, earnings and market perception are also considered. The Index consists of the S&P TMI constituents belonging to the particular GICS sub-industry or group of sub-industries that satisfy the following criteria: (i) have a float-adjusted market capitalization above $500 million with a float-adjusted liquidity ratio (defined by dollar value traded over the previous 12 months divided by the float-adjusted market capitalization as of the index rebalancing reference date) above 90% or have a float-adjusted market capitalization above $400 million with a float-adjusted liquidity ratio (as defined above) above 150%; and (ii) are U.S. based companies. The length of time to evaluate liquidity is reduced to the available trading period for initial public offerings or spin-offs that do not have 12 months of trading history. If there are fewer than 35 stocks, stocks from a supplementary list of highly correlated sub-industries that meet the market capitalization and liquidity thresholds are included in order of their float-adjusted market capitalization. The market capitalization threshold may be relaxed to ensure that there are at least 22 stocks in the Index as of the rebalancing effective date. Existing Index constituents are removed at the quarterly rebalancing effective date if either their float-adjusted market capitalization falls below $300 million or their float-adjusted liquidity ratio falls below 50%. The market capitalization threshold and the liquidity threshold are each reviewed from time to time based on market conditions. Rebalancing occurs on the third Friday of the quarter ending month. The S&P TMI tracks all the U.S. common stocks listed on the NYSE (including NYSE Arca and NYSE Amex), the NASDAQ Global Select Market, the NASDAQ Select Market and the NASDAQ Capital Market. The Index is an equal weighted market cap index. As of September 30, 2011, the Index was comprised of 35 stocks.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

homebuilding sector risk: The Fund’s assets will generally be concentrated in the homebuilding industry, which means the Fund will be more affected by the performance of the homebuilding industry versus a fund that was more diversified. Companies within the Index can be significantly affected by the national, regional and local real estate markets. This industry is also sensitive to interest rate fluctuations which can cause changes in the availability of mortgage capital and directly affect the purchasing power of potential homebuyers. The building industry can be significantly affected by changes in government spending, consumer confidence, demographic patterns and the level of new and existing home sales.

retail sector risk: Companies within the Index may include companies in the retail industry or companies that are closely tied to the retail industry. Retail and related industries can be significantly affected by the performance of the

88 Precise in a world that isn’t. SM

domestic and international economy, consumer confidence and spending, intense competition, changes in demographics, and changing consumer tastes and preferences.

FUND PERFORMANCE

annual total return (years ended 12/31)*


2007			-47.65
2008			-36.19
2009			26.83
2010			17.49

Highest Quarterly Return: 27.71% (Q3 2009)
Lowest Quarterly Return: -37.91% (Q4 2008)

* As of September 30, 2011, the Fund’s Calendar Year-To-Date return was -23.09%.

average annual total returns (for periods ending 12/31/10)


			SINCE INCEPTION
	ONE YEAR		(1/31/06)

RETURN BEFORE TAXES		17.49%		-17.06%

RETURN AFTER TAXES ON DISTRIBUTIONS		17.01%		-17.33%

RETURN AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES		11.68%		-13.61%

S&P HOMEBUILDERS SELECT INDUSTRY INDEX (reflects no deduction for fees, expenses or taxes)		17.89%		-17.12%

Precise in a world that isn’t. SM 89

SPDR^® S&P^® LeisureTime ETF

INVESTMENT OBJECTIVE

The SPDR S&P LeisureTime ETF (the “Fund”) seeks to replicate as closely as possible, before expenses, the performance of an index derived from the leisure industry segment of a U.S. total market composite index.

FEES AND EXPENSES OF THE FUND

annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment):



MANAGEMENT FEES		0.35%

DISTRIBUTION AND SERVICE (12b-1) FEES (1)		None

OTHER EXPENSES (2)		0.00%

TOTAL ANNUAL FUND OPERATING EXPENSES		0.35%


(1)		The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.

(2)		“Other Expenses” are based on estimated amounts for the current fiscal year.

example:




YEAR 1			YEAR 3

$36			$113

portfolio turnover:

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of the S&P LeisureTime Select Industry Index (the “Index”), the Fund employs a replication strategy, which means that the Fund typically invests in substantially all of the securities represented in the Index in approximately the same proportions as the Index.

Precise in a world that isn’t. SM 91

The Index represents the leisure industry group of the S&P Total Market Index (“S&P TMI”). The Index is one of twenty-five (25) of the S&P Select Industry Indices (the “Select Industry Indices”), each designed to measure the performance of a narrow sub-industry or group of sub-industries determined based on the Global Industry Classification Standards (“GICS”). Membership in the Select Industry Indices is based on the GICS classification, as well as liquidity and market cap requirements. Companies in the Select Industry Indices are classified based primarily on revenues; however, earnings and market perception are also considered. The Index consists of the S&P TMI constituents belonging to the particular GICS sub-industry or group of sub-industries that satisfy the following criteria: (i) have a float-adjusted market capitalization above $500 million with a float-adjusted liquidity ratio (defined by dollar value traded over the previous 12 months divided by the float-adjusted market capitalization as of the index rebalancing reference date) above 90% or have a float-adjusted market capitalization above $400 million with a float-adjusted liquidity ratio (as defined above) above 150%; and (ii) are U.S. based companies. The length of time to evaluate liquidity is reduced to the available trading period for initial public offerings or spin-offs that do not have 12 months of trading history. If there are fewer than 35 stocks, stocks from a supplementary list of highly correlated sub-industries that meet the market capitalization and liquidity thresholds are included in order of their float-adjusted market capitalization. The market capitalization threshold may be relaxed to ensure that there are at least 22 stocks in the Index as of the rebalancing effective date. Existing Index constituents are removed at the quarterly rebalancing effective date if either their float-adjusted market capitalization falls below $300 million or their float-adjusted liquidity ratio falls below 50%. The market capitalization threshold and the liquidity threshold are each reviewed from time to time based on market conditions. Rebalancing occurs on the third Friday of the quarter ending month. The S&P TMI tracks all the U.S. common stocks listed on the NYSE (including NYSE Arca and NYSE Amex), the NASDAQ Global Select Market, the NASDAQ Select Market and the NASDAQ Capital Market. The Index is an equal weighted market cap index. As of September 30, 2011, the Index was comprised of 60 stocks.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

leisure sector risk: The Fund’s assets will generally be concentrated in the leisure industry, which means the Fund will be more affected by the performance of the leisure industry versus a fund that was more diversified. The leisure industry can be significantly affected by the performance of the overall economy, changing consumer tastes, intense competition, technological developments, and government regulation.

92 Precise in a world that isn’t. SM

FUND PERFORMANCE

The Fund had not commenced operations as of the date of this Prospectus and therefore the Fund does not have a full calendar year of performance information.

PORTFOLIO MANAGEMENT

investment adviser

SSgA FM serves as the investment adviser to the Fund.

portfolio managers

The professionals primarily responsible for the day-to-day management of the Fund are Mike Feehily and John Tucker.

mike feehily, cfa, is a Managing Director of the Adviser. He joined the Adviser in 1997, moved to State Street Global Markets LLC in 2006 and rejoined the Adviser in 2010.

john tucker, cfa, is a Managing Director of the Adviser. He joined the Adviser in 1988.

For important information about the purchase and sale of Fund shares and tax information, please turn to “Summary Information about Purchases, Sales and Taxes” on page 133 of the Prospectus.

Precise in a world that isn’t. SM 93

SPDR^® S&P^® Metals & Mining ETF

INVESTMENT OBJECTIVE

The SPDR S&P Metals & Mining ETF (the “Fund”) seeks to replicate as closely as possible, before expenses, the performance of an index derived from the metals and mining segment of a U.S. total market composite index.

FEES AND EXPENSES OF THE FUND

annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment):



MANAGEMENT FEES		0.35%

DISTRIBUTION AND SERVICE (12b-1) FEES (1)		None

OTHER EXPENSES (2)		0.00%

TOTAL ANNUAL FUND OPERATING EXPENSES (2)		0.35%


(1)		The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.

(2)		Amounts do not reflect certain other expenses of 0.01% incurred during the prior fiscal year which are not expected to be incurred during the current fiscal year.

example:




YEAR 1	YEAR 3	YEAR 5	YEAR 10

$36	$113	$197	$443

portfolio turnover:

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of the S&P Metals & Mining Select Industry Index (the “Index”), the Fund employs a replication strategy, which means that the Fund typically invests in substantially all of the securities represented in the Index in approximately the same proportions as the Index.

94 Precise in a world that isn’t. SM

funds (including money market funds advised by SSgA Funds Management, Inc. (“SSgA FM” or the “Adviser”), the investment adviser to the Fund).

The Index represents the metals and mining industry group of the S&P Total Market Index (“S&P TMI”). The Index is one of twenty-five (25) of the S&P Select Industry Indices (the “Select Industry Indices”), each designed to measure the performance of a narrow sub-industry or group of sub-industries determined based on the Global Industry Classification Standards (“GICS”). Membership in the Select Industry Indices is based on the GICS classification, as well as liquidity and market cap requirements. Companies in the Select Industry Indices are classified based primarily on revenues; however, earnings and market perception are also considered. The Index consists of the S&P TMI constituents belonging to the particular GICS sub-industry or group of sub-industries that satisfy the following criteria: (i) have a float-adjusted market capitalization above $500 million with a float-adjusted liquidity ratio (defined by dollar value traded over the previous 12 months divided by the float-adjusted market capitalization as of the index rebalancing reference date) above 90% or have a float-adjusted market capitalization above $400 million with a float-adjusted liquidity ratio (as defined above) above 150%; and (ii) are U.S. based companies. The length of time to evaluate liquidity is reduced to the available trading period for initial public offerings or spin-offs that do not have 12 months of trading history. If there are fewer than 35 stocks, stocks from a supplementary list of highly correlated sub-industries that meet the market capitalization and liquidity thresholds are included in order of their float-adjusted market capitalization. The market capitalization threshold may be relaxed to ensure that there are at least 22 stocks in the Index as of the rebalancing effective date. Existing Index constituents are removed at the quarterly rebalancing effective date if either their float-adjusted market capitalization falls below $300 million or their float-adjusted liquidity ratio falls below 50%. The market capitalization threshold and the liquidity threshold are each reviewed from time to time based on market conditions. Rebalancing occurs on the third Friday of the quarter ending month. The S&P TMI tracks all the U.S. common stocks listed on the NYSE (including NYSE Arca and NYSE Amex), the NASDAQ Global Select Market, the NASDAQ Select Market and the NASDAQ Capital Market. The Index is an equal weighted market cap index. As of September 30, 2011, the Index was comprised of 40 stocks.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

metals and mining sector risk: The Fund’s assets will generally be concentrated in the metals and mining industry, which means the Fund will be more affected by the performance of the metals and mining industry versus a fund that was more diversified. The metals and mining industry can be significantly affected by events relating to international political and economic developments, energy conservation, the success of exploration projects, commodity prices, and tax and other government regulations.

Precise in a world that isn’t. SM 95

FUND PERFORMANCE

annual total return (years ended 12/31)*


2007			42.58
2008			-59.53
2009			87.93
2010			34.08

Highest Quarterly Return: 47.81% (Q2 2009)
Lowest Quarterly Return: -49.76% (Q3 2008)

* As of September 30, 2011, the Fund’s Calendar Year-To-Date return was -34.62%.

average annual total returns (for periods ending 12/31/10)


			SINCE INCEPTION
	ONE YEAR		(6/19/06)

RETURN BEFORE TAXES		34.08%		11.76%

RETURN AFTER TAXES ON DISTRIBUTIONS		33.94%		11.58%

RETURN AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES		22.27%		10.19%

S&P METALS & MINING SELECT INDUSTRY INDEX (reflects no deduction for fees, expenses or taxes)		34.59%		12.04%

96 Precise in a world that isn’t. SM

SPDR^® S&P^® Oil & Gas Equipment & Services ETF

INVESTMENT OBJECTIVE

The SPDR S&P Oil & Gas Equipment & Services ETF (the “Fund”) seeks to replicate as closely as possible, before expenses, the performance of an index derived from the oil and gas equipment and services segment of a U.S. total market composite index.

FEES AND EXPENSES OF THE FUND

annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment):



MANAGEMENT FEES		0.35%

DISTRIBUTION AND SERVICE (12b-1) FEES (1)		None

OTHER EXPENSES (2)		0.00%

TOTAL ANNUAL FUND OPERATING EXPENSES (2)		0.35%


(1)		The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.

(2)		Amounts do not reflect certain other expenses of 0.02% incurred during the prior fiscal year which are not expected to be incurred during the current fiscal year.

example:




YEAR 1	YEAR 3	YEAR 5	YEAR 10

$36	$113	$197	$443

portfolio turnover:

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of the S&P Oil & Gas Equipment & Services Select Industry Index (the “Index”), the Fund employs a replication strategy, which means that the Fund typically invests in substantially all of the securities represented in the Index in approximately the same proportions as the Index.

98 Precise in a world that isn’t. SM

funds (including money market funds advised by SSgA Funds Management, Inc. (“SSgA FM” or the “Adviser”), the investment adviser to the Fund).

The Index represents the oil and gas equipment and services industry group of the S&P Total Market Index (“S&P TMI”). The Index is one of twenty-five (25) of the S&P Select Industry Indices (the “Select Industry Indices”), each designed to measure the performance of a narrow sub-industry or group of sub-industries determined based on the Global Industry Classification Standards (“GICS”). Membership in the Select Industry Indices is based on the GICS classification, as well as liquidity and market cap requirements. Companies in the Select Industry Indices are classified based primarily on revenues; however, earnings and market perception are also considered. The Index consists of the S&P TMI constituents belonging to the particular GICS sub-industry or group of sub-industries that satisfy the following criteria: (i) have a float-adjusted market capitalization above $500 million with a float-adjusted liquidity ratio (defined by dollar value traded over the previous 12 months divided by the float-adjusted market capitalization as of the index rebalancing reference date) above 90% or have a float-adjusted market capitalization above $400 million with a float-adjusted liquidity ratio (as defined above) above 150%; and (ii) are U.S. based companies. The length of time to evaluate liquidity is reduced to the available trading period for initial public offerings or spin-offs that do not have 12 months of trading history. If there are fewer than 35 stocks, stocks from a supplementary list of highly correlated sub-industries that meet the market capitalization and liquidity thresholds are included in order of their float-adjusted market capitalization. The market capitalization threshold may be relaxed to ensure that there are at least 22 stocks in the Index as of the rebalancing effective date. Existing Index constituents are removed at the quarterly rebalancing effective date if either their float-adjusted market capitalization falls below $300 million or their float-adjusted liquidity ratio falls below 50%. The market capitalization threshold and the liquidity threshold are each reviewed from time to time based on market conditions. Rebalancing occurs on the third Friday of the quarter ending month. The S&P TMI tracks all the U.S. common stocks listed on the NYSE (including NYSE Arca and NYSE Amex), the NASDAQ Global Select Market, the NASDAQ Select Market and the NASDAQ Capital Market. The Index is an equal weighted market cap index. As of September 30, 2011, the Index was comprised of 46 stocks.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

oil and gas sector risk: The Fund’s assets will generally be concentrated in the oil and gas equipment and services industry, which means the Fund will be more affected by the performance of the oil and gas equipment and services industry versus a fund that was more diversified. Companies in the oil and gas sector develop and produce crude oil and natural gas and provide drilling and other energy resources production and distribution related services. Stock prices for these types of companies are affected by supply and demand both for their specific product or service and for energy products in general. The price of oil and gas, exploration and production spending, government regulation, world events and economic conditions will likewise affect the performance of these

Precise in a world that isn’t. SM 99

companies. Correspondingly, securities of companies in the energy field are subject to swift price and supply fluctuations caused by events relating to international politics, energy conservation, the success of exploration projects, and tax and other governmental regulatory policies. Weak demand for the companies’ products or services or for energy products and services in general, as well as negative developments in these other areas, would adversely impact the Fund’s performance. Oil and gas equipment and services can be significantly affected by natural disasters as well as changes in exchange rates, interest rates, government regulation, world events and economic conditions. These companies may be at risk for environmental damage claims.

FUND PERFORMANCE

annual total return (years ended 12/31)*


2007			38.79
2008			-57.63
2009			67.61
2010			30.23

Highest Quarterly Return: 30.39% (Q2 2009)
Lowest Quarterly Return: -47.62% (Q4 2008)

* As of September 30, 2011, the Fund’s Calendar Year-To-Date return was -22.60%.

average annual total returns (for periods ending 12/31/10)


			SINCE INCEPTION
	ONE YEAR		(6/19/06)

RETURN BEFORE TAXES		30.23%		6.82%

RETURN AFTER TAXES ON DISTRIBUTIONS		30.00%		6.70%

RETURN AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES		19.82%		5.85%

S&P OIL & GAS EQUIPMENT & SERVICES SELECT INDUSTRY INDEX (reflects no deduction for fees, expenses or taxes)		30.70%		7.12%

100 Precise in a world that isn’t. SM

SPDR^® S&P^® Oil & Gas Exploration & Production ETF

INVESTMENT OBJECTIVE

The SPDR S&P Oil & Gas Exploration & Production ETF (the “Fund”) seeks to replicate as closely as possible, before expenses, the performance of an index derived from the oil and gas exploration and production segment of a U.S. total market composite index.

FEES AND EXPENSES OF THE FUND

annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment):



MANAGEMENT FEES		0.35%

DISTRIBUTION AND SERVICE (12b-1) FEES (1)		None

OTHER EXPENSES (2)		0.00%

TOTAL ANNUAL FUND OPERATING EXPENSES (2)		0.35%


(1)		The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.

(2)		Amounts do not reflect certain other expenses of 0.01% incurred during the prior fiscal year which are not expected to be incurred during the current fiscal year.

example:




YEAR 1	YEAR 3	YEAR 5	YEAR 10

$36	$113	$197	$443

portfolio turnover:

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of the S&P Oil & Gas Exploration & Production Select Industry Index (the “Index”), the Fund employs a replication strategy, which means that the Fund typically invests in substantially all of the securities represented in the Index in approximately the same proportions as the Index.

102 Precise in a world that isn’t. SM

funds (including money market funds advised by SSgA Funds Management, Inc. (“SSgA FM” or the “Adviser”), the investment adviser to the Fund).

The Index represents the oil and gas exploration and production industry group of the S&P Total Market Index (“S&P TMI”). The Index is one of twenty-five (25) of the S&P Select Industry Indices (the “Select Industry Indices”), each designed to measure the performance of a narrow sub-industry or group of sub-industries determined based on the Global Industry Classification Standards (“GICS”). Membership in the Select Industry Indices is based on the GICS classification, as well as liquidity and market cap requirements. Companies in the Select Industry Indices are classified based primarily on revenues; however, earnings and market perception are also considered. The Index consists of the S&P TMI constituents belonging to the particular GICS sub-industry or group of sub-industries that satisfy the following criteria: (i) have a float-adjusted market capitalization above $500 million with a float-adjusted liquidity ratio (defined by dollar value traded over the previous 12 months divided by the float-adjusted market capitalization as of the index rebalancing reference date) above 90% or have a float-adjusted market capitalization above $400 million with a float-adjusted liquidity ratio (as defined above) above 150%; and (ii) are U.S. based companies. The length of time to evaluate liquidity is reduced to the available trading period for initial public offerings or spin-offs that do not have 12 months of trading history. If there are fewer than 35 stocks, stocks from a supplementary list of highly correlated sub-industries that meet the market capitalization and liquidity thresholds are included in order of their float-adjusted market capitalization. The market capitalization threshold may be relaxed to ensure that there are at least 22 stocks in the Index as of the rebalancing effective date. Existing Index constituents are removed at the quarterly rebalancing effective date if either their float-adjusted market capitalization falls below $300 million or their float-adjusted liquidity ratio falls below 50%. The market capitalization threshold and the liquidity threshold are each reviewed from time to time based on market conditions. Rebalancing occurs on the third Friday of the quarter ending month. The S&P TMI tracks all the U.S. common stocks listed on the NYSE (including NYSE Arca and NYSE Amex), the NASDAQ Global Select Market, the NASDAQ Select Market and the NASDAQ Capital Market. The Index is an equal weighted market cap index. As of September 30, 2011, the Index was comprised of 74 stocks.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

oil and gas sector risk: The Fund’s assets will generally be concentrated in the oil and gas exploration and production industry, which means the Fund will be more affected by the performance of the oil and gas exploration and production industry versus a fund that was more diversified. Companies in the oil and gas sector develop and produce crude oil and natural gas and provide drilling and other energy resources production and distribution related services. Stock prices for these types of companies are affected by supply and demand both for their specific product or service and for energy products in general. The price of oil and gas, exploration and production spending, government regulation, world events and economic conditions will likewise affect the performance of these

Precise in a world that isn’t. SM 103

companies. Correspondingly, securities of companies in the energy field are subject to swift price and supply fluctuations caused by events relating to international politics, energy conservation, the success of exploration projects, and tax and other governmental regulatory policies. Weak demand for the companies’ products or services or for energy products and services in general, as well as negative developments in these other areas, would adversely impact the Fund’s performance. Oil and gas exploration and production can be significantly affected by natural disasters as well as changes in exchange rates, interest rates, government regulation, world events and economic conditions. These companies may be at risk for environmental damage claims.

FUND PERFORMANCE

annual total return (years ended 12/31)*


2007			36.90
2008			-42.75
2009			39.94
2010			28.54

Highest Quarterly Return: 30.52% (Q2 2008)
Lowest Quarterly Return: -35.77% (Q3 2008)

* As of September 30, 2011, the Fund’s Calendar Year-To-Date return was -18.04%.

average annual total returns (for periods ending 12/31/10)


			SINCE INCEPTION
	ONE YEAR		(6/19/06)

RETURN BEFORE TAXES		28.54%		10.81%

RETURN AFTER TAXES ON DISTRIBUTIONS		28.45%		10.72%

RETURN AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES		18.64%		9.39%

S&P OIL & GAS EXPLORATION & PRODUCTION SELECT INDUSTRY INDEX (reflects no deduction for fees, expenses or taxes)		29.04%		11.11%

104 Precise in a world that isn’t. SM

SPDR^® S&P^® Outsourcing & IT Consulting ETF

INVESTMENT OBJECTIVE

The SPDR S&P Outsourcing & IT Consulting ETF (the “Fund”) seeks to replicate as closely as possible, before expenses, the performance of an index derived from the outsourcing and information technology consulting segment of a U.S. total market composite index.

FEES AND EXPENSES OF THE FUND

annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment):



MANAGEMENT FEES		0.35%

DISTRIBUTION AND SERVICE (12b-1) FEES (1)		None

OTHER EXPENSES (2)		0.00%

TOTAL ANNUAL FUND OPERATING EXPENSES		0.35%


(1)		The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.

(2)		“Other Expenses” are based on estimated amounts for the current fiscal year.

example:




YEAR 1			YEAR 3

$36			$113

portfolio turnover:

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of the S&P Outsourcing & IT Consulting Select Industry Index (the “Index”), the Fund employs a replication strategy, which means that the Fund typically invests in substantially all of the securities represented in the Index in approximately the same proportions as the Index.

106 Precise in a world that isn’t. SM

The Index represents the outsourcing and information technology consulting industry group of the S&P Total Market Index (“S&P TMI”). The Index is one of twenty-five (25) of the S&P Select Industry Indices (the “Select Industry Indices”), each designed to measure the performance of a narrow sub-industry or group of sub-industries determined based on the Global Industry Classification Standards (“GICS”). Membership in the Select Industry Indices is based on the GICS classification, as well as liquidity and market cap requirements. Companies in the Select Industry Indices are classified based primarily on revenues; however, earnings and market perception are also considered. The Index consists of the S&P TMI constituents belonging to the particular GICS sub-industry or group of sub-industries that satisfy the following criteria: (i) have a float-adjusted market capitalization above $500 million with a float-adjusted liquidity ratio (defined by dollar value traded over the previous 12 months divided by the float-adjusted market capitalization as of the index rebalancing reference date) above 90% or have a float-adjusted market capitalization above $400 million with a float-adjusted liquidity ratio (as defined above) above 150%; and (ii) are U.S. based companies. The length of time to evaluate liquidity is reduced to the available trading period for initial public offerings or spin-offs that do not have 12 months of trading history. If there are fewer than 35 stocks, stocks from a supplementary list of highly correlated sub-industries that meet the market capitalization and liquidity thresholds are included in order of their float-adjusted market capitalization. The market capitalization threshold may be relaxed to ensure that there are at least 22 stocks in the Index as of the rebalancing effective date. Existing Index constituents are removed at the quarterly rebalancing effective date if either their float-adjusted market capitalization falls below $300 million or their float-adjusted liquidity ratio falls below 50%. The market capitalization threshold and the liquidity threshold are each reviewed from time to time based on market conditions. Rebalancing occurs on the third Friday of the quarter ending month. The S&P TMI tracks all the U.S. common stocks listed on the NYSE (including NYSE Arca and NYSE Amex), the NASDAQ Global Select Market, the NASDAQ Select Market and the NASDAQ Capital Market. The Index is an equal weighted market cap index. As of September 30, 2011, the Index was comprised of 43 stocks.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

outsourcing and consulting sector risk: The Fund’s assets will generally be concentrated in the outsourcing and information technology consulting industry, which means the Fund will be more affected by the performance of the outsourcing and information technology consulting industry versus a fund that was more diversified. The information technology consulting services and outsourcing industry can be significantly affected by competitive pressures, such as technological developments, fixed-rate pricing, and the ability to attract and retain skilled employees. The success of companies in this industry is subject to continued demand for business services.

computer sector risk: The Fund will concentrate in segments of the computer industry. The computer industry can be significantly affected by competitive pressures, aggressive pricing, technological developments, changing domestic demand, the ability to attract and retain skilled employees and availability and price of components. The

Precise in a world that isn’t. SM 107

market for products produced by computer companies is characterized by rapidly changing technology, rapid product obsolescence, cyclical market patterns, evolving industry standards and frequent new product introductions. The success of industry participants depends in substantial part on the timely and successful introduction of new products. An unexpected change in one or more of the technologies affecting an issuer’s products or in the market for products based on a particular technology could have a material adverse effect on a participant’s operating results.

FUND PERFORMANCE

The Fund had not commenced operations as of the date of this Prospectus and therefore the Fund does not have a full calendar year of performance information.

PORTFOLIO MANAGEMENT

investment adviser

SSgA FM serves as the investment adviser to the Fund.

portfolio managers

The professionals primarily responsible for the day-to-day management of the Fund are Mike Feehily and John Tucker.

mike feehily, cfa, is a Managing Director of the Adviser. He joined the Adviser in 1997, moved to State Street Global Markets LLC in 2006 and rejoined the Adviser in 2010.

john tucker, cfa, is a Managing Director of the Adviser. He joined the Adviser in 1988.

For important information about the purchase and sale of Fund shares and tax information, please turn to “Summary Information about Purchases, Sales and Taxes” on page 133 of the Prospectus.

108 Precise in a world that isn’t. SM

SPDR^® S&P^® Pharmaceuticals ETF

INVESTMENT OBJECTIVE

The SPDR S&P Pharmaceuticals ETF (the “Fund”) seeks to replicate as closely as possible, before expenses, the performance of an index derived from the pharmaceuticals segment of a U.S. total market composite index.

FEES AND EXPENSES OF THE FUND

annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment):



MANAGEMENT FEES		0.35%

DISTRIBUTION AND SERVICE (12b-1) FEES (1)		None

OTHER EXPENSES (2)		0.00%

TOTAL ANNUAL FUND OPERATING EXPENSES (2)		0.35%


(1)		The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.

(2)		Amounts do not reflect certain other expenses of 0.01% incurred during the prior fiscal year which are not expected to be incurred during the current fiscal year.

example:




YEAR 1	YEAR 3	YEAR 5	YEAR 10

$36	$113	$197	$443

portfolio turnover:

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of the S&P Pharmaceuticals Select Industry Index (the “Index”), the Fund employs a replication strategy, which means that the Fund typically invests in substantially all of the securities represented in the Index in approximately the same proportions as the Index.

Precise in a world that isn’t. SM 109

funds (including money market funds advised by SSgA Funds Management, Inc. (“SSgA FM” or the “Adviser”), the investment adviser to the Fund).

The Index represents the pharmaceuticals industry group of the S&P Total Market Index (“S&P TMI”). The Index is one of twenty-five (25) of the S&P Select Industry Indices (the “Select Industry Indices”), each designed to measure the performance of a narrow sub-industry or group of sub-industries determined based on the Global Industry Classification Standards (“GICS”). Membership in the Select Industry Indices is based on the GICS classification, as well as liquidity and market cap requirements. Companies in the Select Industry Indices are classified based primarily on revenues; however, earnings and market perception are also considered. The Index consists of the S&P TMI constituents belonging to the particular GICS sub-industry or group of sub-industries that satisfy the following criteria: (i) have a float-adjusted market capitalization above $500 million with a float-adjusted liquidity ratio (defined by dollar value traded over the previous 12 months divided by the float-adjusted market capitalization as of the index rebalancing reference date) above 90% or have a float-adjusted market capitalization above $400 million with a float-adjusted liquidity ratio (as defined above) above 150%; and (ii) are U.S. based companies. The length of time to evaluate liquidity is reduced to the available trading period for initial public offerings or spin-offs that do not have 12 months of trading history. If there are fewer than 35 stocks, stocks from a supplementary list of highly correlated sub-industries that meet the market capitalization and liquidity thresholds are included in order of their float-adjusted market capitalization. The market capitalization threshold may be relaxed to ensure that there are at least 22 stocks in the Index as of the rebalancing effective date. Existing Index constituents are removed at the quarterly rebalancing effective date if either their float-adjusted market capitalization falls below $300 million or their float-adjusted liquidity ratio falls below 50%. The market capitalization threshold and the liquidity threshold are each reviewed from time to time based on market conditions. Rebalancing occurs on the third Friday of the quarter ending month. The S&P TMI tracks all the U.S. common stocks listed on the NYSE (including NYSE Arca and NYSE Amex), the NASDAQ Global Select Market, the NASDAQ Select Market and the NASDAQ Capital Market. The Index is an equal weighted market cap index. As of September 30, 2011, the Index was comprised of 29 stocks.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

pharmaceuticals sector risk: The Fund’s assets will generally be concentrated in the pharmaceuticals industry, which means the Fund will be more affected by the performance of the pharmaceuticals industry versus a fund that was more diversified. Companies in the pharmaceutical industry are heavily dependent on patent protection. The expiration of patents may adversely affect the profitability of the companies. Pharmaceutical companies are also subject to extensive litigation based on product liability and other similar claims. Many new products are subject to approval of the U.S. Food and Drug Administration (“FDA”). The process of obtaining FDA approval can be long and

110 Precise in a world that isn’t. SM

costly and approved products are susceptible to obsolescence. Pharmaceutical companies are also subject to heavy competitive forces that may make it difficult to raise prices and, in fact, may result in price discounting.

FUND PERFORMANCE

annual total return (years ended 12/31)*


2007			-1.38
2008			-9.18
2009			28.06
2010			22.32

Highest Quarterly Return: 17.74% (Q3 2009)
Lowest Quarterly Return: -10.04% (Q1 2009)

* As of September 30, 2011, the Fund’s Calendar Year-To-Date return was 0.06%.

average annual total returns (for periods ending 12/31/10)


			SINCE INCEPTION
	ONE YEAR		(6/19/06)

RETURN BEFORE TAXES		22.32%		10.17%

RETURN AFTER TAXES ON DISTRIBUTIONS		22.10%		9.93%

RETURN AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES		14.77%		8.77%

S&P PHARMACEUTICALS SELECT INDUSTRY INDEX (reflects no deduction for fees, expenses or taxes)		22.73%		10.38%

Precise in a world that isn’t. SM 111

SPDR^® S&P^® Retail ETF

INVESTMENT OBJECTIVE

The SPDR S&P Retail ETF (the “Fund”) seeks to replicate as closely as possible, before expenses, the performance of an index derived from the retail segment of a U.S. total market composite index.

FEES AND EXPENSES OF THE FUND

annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment):



MANAGEMENT FEES		0.35%

DISTRIBUTION AND SERVICE (12b-1) FEES (1)		None

OTHER EXPENSES (2)		0.00%

TOTAL ANNUAL FUND OPERATING EXPENSES (2)		0.35%


(1)		The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.

(2)		Amounts do not reflect certain other expenses of 0.01% incurred during the prior fiscal year which are not expected to be incurred during the current fiscal year.

example:




YEAR 1	YEAR 3	YEAR 5	YEAR 10

$36	$113	$197	$443

portfolio turnover:

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of the S&P Retail Select Industry Index (the “Index”), the Fund employs a replication strategy, which means that the Fund typically invests in substantially all of the securities represented in the Index in approximately the same proportions as the Index.

Precise in a world that isn’t. SM 113

The Index represents the retail industry group of the S&P Total Market Index (“S&P TMI”). The Index is one of twenty-five (25) of the S&P Select Industry Indices (the “Select Industry Indices”), each designed to measure the performance of a narrow sub-industry or group of sub-industries determined based on the Global Industry Classification Standards (“GICS”). Membership in the Select Industry Indices is based on the GICS classification, as well as liquidity and market cap requirements. Companies in the Select Industry Indices are classified based primarily on revenues; however, earnings and market perception are also considered. The Index consists of the S&P TMI constituents belonging to the particular GICS sub-industry or group of sub-industries that satisfy the following criteria: (i) have a float-adjusted market capitalization above $500 million with a float-adjusted liquidity ratio (defined by dollar value traded over the previous 12 months divided by the float-adjusted market capitalization as of the index rebalancing reference date) above 90% or have a float-adjusted market capitalization above $400 million with a float-adjusted liquidity ratio (as defined above) above 150%; and (ii) are U.S. based companies. The length of time to evaluate liquidity is reduced to the available trading period for initial public offerings or spin-offs that do not have 12 months of trading history. If there are fewer than 35 stocks, stocks from a supplementary list of highly correlated sub-industries that meet the market capitalization and liquidity thresholds are included in order of their float-adjusted market capitalization. The market capitalization threshold may be relaxed to ensure that there are at least 22 stocks in the Index as of the rebalancing effective date. Existing Index constituents are removed at the quarterly rebalancing effective date if either their float-adjusted market capitalization falls below $300 million or their float-adjusted liquidity ratio falls below 50%. The market capitalization threshold and the liquidity threshold are each reviewed from time to time based on market conditions. Rebalancing occurs on the third Friday of the quarter ending month. The S&P TMI tracks all the U.S. common stocks listed on the NYSE (including NYSE Arca and NYSE Amex), the NASDAQ Global Select Market, the NASDAQ Select Market and the NASDAQ Capital Market. The Index is an equal weighted market cap index. As of September 30, 2011, the Index was comprised of 95 stocks.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

retail sector risk: The Fund’s assets will generally be concentrated in the retail industry, which means the Fund will be more affected by the performance of the retail industry versus a fund that was more diversified. Retail and related industries can be significantly affected by the performance of the domestic and international economy, consumer confidence and spending, intense competition, changes in demographics, and changing consumer tastes and preferences.

114 Precise in a world that isn’t. SM

FUND PERFORMANCE

annual total return (years ended 12/31)*


2007			-16.13
2008			-38.79
2009			77.66
2010			37.08

Highest Quarterly Return: 23.68% (Q3 2009)
Lowest Quarterly Return: -32.30% (Q4 2008)

* As of September 30, 2011, the Fund’s Calendar Year-To-Date return was -3.91%.

average annual total returns (for periods ending 12/31/10)


			SINCE INCEPTION
	ONE YEAR		(6/19/06)

RETURN BEFORE TAXES		37.08%		7.50%

RETURN AFTER TAXES ON DISTRIBUTIONS		36.61%		7.15%

RETURN AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES		24.12%		6.26%

S&P RETAIL SELECT INDUSTRY INDEX (reflects no deduction for fees, expenses or taxes)		37.41%		7.86%

PORTFOLIO MANAGEMENT

investment adviser

SSgA FM serves as the investment adviser to the Fund.

portfolio managers

The professionals primarily responsible for the day-to-day management of the Fund are Mike Feehily and John Tucker.

mike feehily, cfa, is a Managing Director of the Adviser. He joined the Adviser in 1997, moved to State Street Global Markets LLC in 2006 and rejoined the Adviser in 2010.

john tucker, cfa, is a Managing Director of the Adviser. He joined the Adviser in 1988.

For important information about the purchase and sale of Fund shares and tax information, please turn to “Summary Information about Purchases, Sales and Taxes” on page 133 of the Prospectus.

Precise in a world that isn’t. SM 115

SPDR^® S&P^® Semiconductor ETF

INVESTMENT OBJECTIVE

The SPDR S&P Semiconductor ETF (the “Fund”) seeks to replicate as closely as possible, before expenses, the performance of an index derived from the semiconductor segment of a U.S. total market composite index.

FEES AND EXPENSES OF THE FUND

annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment):



MANAGEMENT FEES		0.35%

DISTRIBUTION AND SERVICE (12b-1) FEES (1)		None

OTHER EXPENSES (2)		0.00%

TOTAL ANNUAL FUND OPERATING EXPENSES (2)		0.35%


(1)		The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.

(2)		Amounts do not reflect certain other expenses of 0.02% incurred during the prior fiscal year which are not expected to be incurred during the current fiscal year.

example:




YEAR 1	YEAR 3	YEAR 5	YEAR 10

$36	$113	$197	$443

portfolio turnover:

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of the S&P Semiconductor Select Industry Index (the “Index”), the Fund employs a replication strategy, which means that the Fund typically invests in substantially all of the securities represented in the Index in approximately the same proportions as the Index.

116 Precise in a world that isn’t. SM

funds (including money market funds advised by SSgA Funds Management, Inc. (“SSgA FM” or the “Adviser”), the investment adviser to the Fund).

The Index represents the semiconductors industry group of the S&P Total Market Index (“S&P TMI”). The Index is one of twenty-five (25) of the S&P Select Industry Indices (the “Select Industry Indices”), each designed to measure the performance of a narrow sub-industry or group of sub-industries determined based on the Global Industry Classification Standards (“GICS”). Membership in the Select Industry Indices is based on the GICS classification, as well as liquidity and market cap requirements. Companies in the Select Industry Indices are classified based primarily on revenues; however, earnings and market perception are also considered. The Index consists of the S&P TMI constituents belonging to the particular GICS sub-industry or group of sub-industries that satisfy the following criteria: (i) have a float-adjusted market capitalization above $500 million with a float-adjusted liquidity ratio (defined by dollar value traded over the previous 12 months divided by the float-adjusted market capitalization as of the index rebalancing reference date) above 90% or have a float-adjusted market capitalization above $400 million with a float-adjusted liquidity ratio (as defined above) above 150%; and (ii) are U.S. based companies. The length of time to evaluate liquidity is reduced to the available trading period for initial public offerings or spin-offs that do not have 12 months of trading history. If there are fewer than 35 stocks, stocks from a supplementary list of highly correlated sub-industries that meet the market capitalization and liquidity thresholds are included in order of their float-adjusted market capitalization. The market capitalization threshold may be relaxed to ensure that there are at least 22 stocks in the Index as of the rebalancing effective date. Existing Index constituents are removed at the quarterly rebalancing effective date if either their float-adjusted market capitalization falls below $300 million or their float-adjusted liquidity ratio falls below 50%. The market capitalization threshold and the liquidity threshold are each reviewed from time to time based on market conditions. Rebalancing occurs on the third Friday of the quarter ending month. The S&P TMI tracks all the U.S. common stocks listed on the NYSE (including NYSE Arca and NYSE Amex), the NASDAQ Global Select Market, the NASDAQ Select Market and the NASDAQ Capital Market. The Index is an equal weighted market cap index. As of September 30, 2011, the Index was comprised of 49 stocks.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

semiconductor sector risk: The Fund’s assets will generally be concentrated in the semiconductor industry, which means the Fund will be more affected by the performance of the semiconductor industry versus a fund that was more diversified. The Fund is subject to the risk that market or economic factors impacting companies in the semiconductor industry and companies that rely heavily on technology advances could have a major effect on the value of the Fund’s investments. The value of stocks of companies in the semiconductor industry and companies that rely heavily on technology is particularly vulnerable to rapid changes in product cycles, rapid product obsolescence, government regulation and competition, both domestically and internationally, including competition

Precise in a world that isn’t. SM 117

from foreign competitors with lower production costs. Companies in the semiconductor industry and companies that rely heavily on technology, especially those of smaller, less-seasoned companies, tend to be more volatile than the overall market. Additionally, companies in the semiconductor industry may face dramatic and often unpredictable changes in growth rates and competition for the services of qualified personnel.

FUND PERFORMANCE

annual total return (years ended 12/31)*


2007			42.58
2008			-59.53
2009			87.93
2010			34.08

Highest Quarterly Return: 23.93% (Q2 2009)
Lowest Quarterly Return: -31.08% (Q4 2008)

* As of September 30, 2011, the Fund’s Calendar Year-To-Date return was -22.00%.

average annual total returns (for periods ending 12/31/10)


			SINCE INCEPTION
	ONE YEAR		(1/31/06)

RETURN BEFORE TAXES		15.84%		1.14%

RETURN AFTER TAXES ON DISTRIBUTIONS		15.69%		1.04%

RETURN AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES		10.46%		0.94%

S&P SEMICONDUCTOR SELECT INDUSTRY INDEX (reflects no deduction for fees, expenses or taxes)		16.26%		1.06%

118 Precise in a world that isn’t. SM

SPDR^® S&P^® Software & Services ETF

INVESTMENT OBJECTIVE

The SPDR S&P Software & Services ETF (the “Fund”) seeks to replicate as closely as possible, before expenses, the performance of an index derived from the computer software segment of a U.S. total market composite index.

FEES AND EXPENSES OF THE FUND

annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment):



MANAGEMENT FEES		0.35%

DISTRIBUTION AND SERVICE (12b-1) FEES (1)		None

OTHER EXPENSES (2)		0.00%

TOTAL ANNUAL FUND OPERATING EXPENSES		0.35%


(1)		The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.

(2)		“Other Expenses” are based on estimated amounts for the current fiscal year.

example:




YEAR 1			YEAR 3

$36			$113

portfolio turnover:

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of the S&P Software & Services Select Industry Index (the “Index”), the Fund employs a replication strategy, which means that the Fund typically invests in substantially all of the securities represented in the Index in approximately the same proportions as the Index.

120 Precise in a world that isn’t. SM

The Index represents the software and services industry group of the S&P Total Stock Market Index (“S&P TMI”). The Index is one of twenty-five (25) of the S&P Select Industry Indices (the “Select Industry Indices”), each designed to measure the performance of a narrow sub-industry or group of sub-industries determined based on the Global Industry Classification Standards (“GICS”). Membership in the Select Industry Indices is based on the GICS classification, as well as liquidity and market cap requirements. Companies in the Select Industry Indices are classified based primarily on revenues; however, earnings and market perception are also considered. The Index consists of the S&P TMI constituents belonging to the particular GICS sub-industry or group of sub-industries that satisfy the following criteria: (i) have a float-adjusted market capitalization above $500 million with a float-adjusted liquidity ratio (defined by dollar value traded over the previous 12 months divided by the float-adjusted market capitalization as of the index rebalancing reference date) above 90% or have a float-adjusted market capitalization above $400 million with a float-adjusted liquidity ratio (as defined above) above 150%; and (ii) are U.S. based companies. The length of time to evaluate liquidity is reduced to the available trading period for initial public offerings or spin-offs that do not have 12 months of trading history. If there are fewer than 35 stocks, stocks from a supplementary list of highly correlated sub-industries that meet the market capitalization and liquidity thresholds are included in order of their float-adjusted market capitalization. The market capitalization threshold may be relaxed to ensure that there are at least 22 stocks in the Index as of the rebalancing effective date. Existing Index constituents are removed at the quarterly rebalancing effective date if either their float-adjusted market capitalization falls below $300 million or their float-adjusted liquidity ratio falls below 50%. The market capitalization threshold and the liquidity threshold are each reviewed from time to time based on market conditions. Rebalancing occurs on the third Friday of the quarter ending month. The S&P TMI tracks all the U.S. common stocks listed on the NYSE (including NYSE Arca and NYSE Amex), the NASDAQ Global Select Market, the NASDAQ Select Market and the NASDAQ Capital Market. The index is an equal weighted market cap index. As of September 30, 2011, the Index was comprised of 138 stocks.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

computer software/services sector risk: The Fund’s assets will generally be concentrated in the computer industry, which means the Fund will be more affected by the performance of the computer industry versus a fund that was more diversified. The Fund will concentrate in segments of the computer industry. The computer industry, including companies servicing the computer industry, can be significantly affected by competitive pressures, aggressive pricing, technological developments, changing domestic demand, the ability to attract and retain skilled employees and availability and price of components. The market for products produced by computer companies is characterized by rapidly changing technology, rapid product obsolescence, cyclical market patterns, evolving industry standards and frequent new product introductions. The success of industry participants depends in substantial part on the timely and successful introduction of new products and the ability to service such products. An unexpected

Precise in a world that isn’t. SM 121

change in one or more of the technologies affecting an issuer’s products or in the market for products based on a particular technology could have a material adverse effect on a participant’s operating results.

FUND PERFORMANCE

PORTFOLIO MANAGEMENT

investment adviser

SSgA FM serves as the investment adviser to the Fund.

portfolio managers

The professionals primarily responsible for the day-to-day management of the Fund are Mike Feehily and John Tucker.

mike feehily, cfa, is a Managing Director of the Adviser. He joined the Adviser in 1997, moved to State Street Global Markets LLC in 2006 and rejoined the Adviser in 2010.

john tucker, cfa, is a Managing Director of the Adviser. He joined the Adviser in 1988.

For important information about the purchase and sale of Fund shares and tax information, please turn to “Summary Information about Purchases, Sales and Taxes” on page 133 of the Prospectus.

122 Precise in a world that isn’t. SM

SPDR^® S&P^® Telecom ETF

INVESTMENT OBJECTIVE

The SPDR S&P Telecom ETF (the “Fund”) seeks to replicate as closely as possible, before expenses, the performance of an index derived from the telecommunications segment of a U.S. total market composite index.

FEES AND EXPENSES OF THE FUND

annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment):



MANAGEMENT FEES		0.35%

DISTRIBUTION AND SERVICE (12b-1) FEES (1)		None

OTHER EXPENSES (2)		0.00%

TOTAL ANNUAL FUND OPERATING EXPENSES		0.35%


(1)		The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.

(2)		“Other Expenses” are based on estimated amounts for the current fiscal year.

example:




YEAR 1			YEAR 3

$36			$113

portfolio turnover:

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the period from the commencement of the Fund’s operations (January 26, 2011) to the end of the most recent fiscal year, the Fund’s portfolio turnover rate was 64% of the average value of its portfolio.

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of the S&P Telecom Select Industry Index (the “Index”), the Fund employs a replication strategy, which means that the Fund typically invests in substantially all of the securities represented in the Index in approximately the same proportions as the Index.

Precise in a world that isn’t. SM 123

funds (including money market funds advised by SSgA Funds Management, Inc. (“SSgA FM” or the “Adviser”), the investment adviser to the Fund).

The Index represents the telecommunications industry group of the S&P Total Market Index (“S&P TMI”). The Index is one of twenty-five (25) of the S&P Select Industry Indices (the “Select Industry Indices”), each designed to measure the performance of a narrow sub-industry or group of sub-industries determined based on the Global Industry Classification Standards (“GICS”). Membership in the Select Industry Indices is based on the GICS classification, as well as liquidity and market cap requirements. Companies in the Select Industry Indices are classified based primarily on revenues; however, earnings and market perception are also considered. The Index consists of the S&P TMI constituents belonging to the particular GICS sub-industry or group of sub-industries that satisfy the following criteria: (i) have a float-adjusted market capitalization above $500 million with a float-adjusted liquidity ratio (defined by dollar value traded over the previous 12 months divided by the float-adjusted market capitalization as of the index rebalancing reference date) above 90% or have a float-adjusted market capitalization above $400 million with a float-adjusted liquidity ratio (as defined above) above 150%; and (ii) are U.S. based companies. The length of time to evaluate liquidity is reduced to the available trading period for initial public offerings or spin-offs that do not have 12 months of trading history. If there are fewer than 35 stocks, stocks from a supplementary list of highly correlated sub-industries that meet the market capitalization and liquidity thresholds are included in order of their float-adjusted market capitalization. The market capitalization threshold may be relaxed to ensure that there are at least 22 stocks in the Index as of the rebalancing effective date. Existing Index constituents are removed at the quarterly rebalancing effective date if either their float-adjusted market capitalization falls below $300 million or their float-adjusted liquidity ratio falls below 50%. The market capitalization threshold and the liquidity threshold are each reviewed from time to time based on market conditions. Rebalancing occurs on the third Friday of the quarter ending month. The S&P TMI tracks all the U.S. common stocks listed on the NYSE (including NYSE Arca and NYSE Amex), the NASDAQ Global Select Market, the NASDAQ Select Market and the NASDAQ Capital Market. The Index is an equal weighted market cap index. As of September 30, 2011, the Index was comprised of 64 stocks.

Should the Index not contain the required minimum of 35 qualifying companies, it may contain members of the Communications Equipment sub-industry.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

telecommunications sector risk: The Fund’s assets will generally be concentrated in the telecommunications industry, which means the Fund will be more affected by the performance of the telecommunications industry versus a fund that was more diversified. The telecommunications industry is subject to extensive government regulation. The costs of complying with governmental regulations, delays or failure to receive required regulatory

124 Precise in a world that isn’t. SM

approvals or the enactment of new adverse regulatory requirements may adversely affect the business of the telecommunications companies. The telecommunications industry can also be significantly affected by intense competition, including competition with alternative technologies such as wireless communications, product compatibility, consumer preferences, rapid product obsolescence and research and development of new products. Technological innovations may make the products and services of telecommunications companies obsolete. Other risks include uncertainties resulting from such companies’ diversification into new domestic and international businesses, as well as agreements by any such companies linking future rate increases to inflation or other factors not directly related to the actual operating profits of the enterprise.

FUND PERFORMANCE

PORTFOLIO MANAGEMENT

investment adviser

SSgA FM serves as the investment adviser to the Fund.

portfolio managers

The professionals primarily responsible for the day-to-day management of the Fund are Mike Feehily and John Tucker.

mike feehily, cfa, is a Managing Director of the Adviser. He joined the Adviser in 1997, moved to State Street Global Markets LLC in 2006 and rejoined the Adviser in 2010.

john tucker, cfa, is a Managing Director of the Adviser. He joined the Adviser in 1988.

For important information about the purchase and sale of Fund shares and tax information, please turn to “Summary Information about Purchases, Sales and Taxes” on page 133 of the Prospectus.

Precise in a world that isn’t. SM 125

SPDR^® S&P^® Transportation ETF

INVESTMENT OBJECTIVE

The SPDR S&P Transportation ETF (the “Fund”) seeks to replicate as closely as possible, before expenses, the performance of an index derived from the transportation segment of a U.S. total market composite index.

FEES AND EXPENSES OF THE FUND

annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment):



MANAGEMENT FEES		0.35%

DISTRIBUTION AND SERVICE (12b-1) FEES (1)		None

OTHER EXPENSES (2)		0.00%

TOTAL ANNUAL FUND OPERATING EXPENSES		0.35%


(1)		The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.

(2)		“Other Expenses” are based on estimated amounts for the current fiscal year.

example:




YEAR 1			YEAR 3

$36			$113

portfolio turnover:

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the period from the commencement of the Fund’s operations (January 26, 2011) to the end of the most recent fiscal year, the Fund’s portfolio turnover rate was 19% of the average value of its portfolio.

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of the S&P Transportation Select Industry Index (the “Index”), the Fund employs a replication strategy, which means that the Fund typically invests in substantially all of the securities represented in the Index in approximately the same proportions as the Index.

126 Precise in a world that isn’t. SM

The Index represents the transportation industry group of the S&P Total Market Index (“S&P TMI”). The Index is one of twenty-five (25) of the S&P Select Industry Indices (the “Select Industry Indices”), each designed to measure the performance of a narrow sub-industry or group of sub-industries determined based on the Global Industry Classification Standards (“GICS”). Membership in the Select Industry Indices is based on the GICS classification, as well as liquidity and market cap requirements. Companies in the Select Industry Indices are classified based primarily on revenues; however, earnings and market perception are also considered. The Index consists of the S&P TMI constituents belonging to the particular GICS sub-industry or group of sub-industries that satisfy the following criteria: (i) have a float-adjusted market capitalization above $500 million with a float-adjusted liquidity ratio (defined by dollar value traded over the previous 12 months divided by the float-adjusted market capitalization as of the index rebalancing reference date) above 90% or have a float-adjusted market capitalization above $400 million with a float-adjusted liquidity ratio (as defined above) above 150%; and (ii) are U.S. based companies. The length of time to evaluate liquidity is reduced to the available trading period for initial public offerings or spin-offs that do not have 12 months of trading history. If there are fewer than 35 stocks, stocks from a supplementary list of highly correlated sub-industries that meet the market capitalization and liquidity thresholds are included in order of their float-adjusted market capitalization. The market capitalization threshold may be relaxed to ensure that there are at least 22 stocks in the Index as of the rebalancing effective date. Existing Index constituents are removed at the quarterly rebalancing effective date if either their float-adjusted market capitalization falls below $300 million or their float-adjusted liquidity ratio falls below 50%. The market capitalization threshold and the liquidity threshold are each reviewed from time to time based on market conditions. Rebalancing occurs on the third Friday of the quarter ending month. The S&P TMI tracks all the U.S. common stocks listed on the NYSE (including NYSE Arca and NYSE Amex), the NASDAQ Global Select Market, the NASDAQ Select Market and the NASDAQ Capital Market. The Index is an equal weighted market cap index. As of September 30, 2011, the Index was comprised of 39 stocks.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

transportation sector risk: The Fund’s assets will generally be concentrated in the transportation industry, which means the Fund will be more affected by the performance of the transportation industry versus a fund that was more diversified. The transportation industry can be significantly affected by changes in the economy, fuel prices, labor relations, technology developments, exchange rates, insurance costs, industry competition and government regulation.

Precise in a world that isn’t. SM 127

FUND PERFORMANCE

PORTFOLIO MANAGEMENT

investment adviser

SSgA FM serves as the investment adviser to the Fund.

portfolio managers

The professionals primarily responsible for the day-to-day management of the Fund are Mike Feehily and John Tucker.

mike feehily, cfa, is a Managing Director of the Adviser. He joined the Adviser in 1997, moved to State Street Global Markets LLC in 2006 and rejoined the Adviser in 2010.

john tucker, cfa, is a Managing Director of the Adviser. He joined the Adviser in 1988.

For important information about the purchase and sale of Fund shares and tax information, please turn to “Summary Information about Purchases, Sales and Taxes” on page 133 of the Prospectus.

128 Precise in a world that isn’t. SM

SPDR^® Wells Fargo^® Preferred Stock ETF

INVESTMENT OBJECTIVE

The SPDR Wells Fargo Preferred Stock ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of an index based upon Preferred Securities (as defined below).

FEES AND EXPENSES OF THE FUND

annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment):



MANAGEMENT FEES		0.45%

DISTRIBUTION AND SERVICE (12b-1) FEES (1)		None

OTHER EXPENSES (2)		0.00%

TOTAL ANNUAL FUND OPERATING EXPENSES (2)		0.45%


(1)		The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.

(2)		Amounts do not reflect certain other expenses of 0.01% incurred during the prior fiscal year which are not expected to be incurred during the current fiscal year.

example:




YEAR 1	YEAR 3	YEAR 5	YEAR 10

$46	$144	$252	$567

portfolio turnover:

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of the Wells Fargo Hybrid and Preferred Securities Aggregate Index (the “Index”), the Fund employs a replication strategy, which means that the Fund typically invests in substantially all of the securities represented in the Index in approximately the same proportions as the Index.

Precise in a world that isn’t. SM 129

funds (including money market funds advised by SSgA Funds Management, Inc. (“SSgA FM” or the “Adviser”), the investment adviser to the Fund).

The Index is a modified market capitalization weighted index designed to measure the performance of non-convertible preferred stock and securities that are functionally equivalent to preferred stock, including, but not limited to, depositary preferred securities, perpetual subordinated debt and certain securities issued by banks and other financial institutions that are eligible for capital treatment with respect to such instruments akin to that received for issuance of straight preferred stock (collectively, “Preferred Securities”). Preferred Securities generally pay fixed rate distributions and typically have “preference” over common stock in the payment of distributions and the liquidation of a company’s assets — preference means that a company must pay distributions on its Preferred Securities before paying dividends on its common stock, and the claims of Preferred Securities holders are ahead of common stockholders’ claims on assets in a corporate liquidation. The Index includes Preferred Securities that meet the following criteria: (i) are non-convertible; (ii) have a par amount of $25; (iii) are listed on the New York Stock Exchange or NYSE Arca, Inc. (“NYSE Arca”); (iv) maintain a minimum par value of $250 million; (v) are U.S. dollar denominated; (vi) are rated investment grade by one of Moody’s Investors Service, Inc. or Standard & Poor’s Ratings Services; (vii) are publicly registered or exempt from registration under the Securities Act of 1933; and (viii) have a minimum monthly trading volume during each of the last six months of at least 250,000 trading units. The Index does not include auction rate preferred securities, convertible preferred shares, securities subject to sinking fund provisions, shares in closed-end funds, municipal securities, or repackaged securities linked to a security, a basket of securities or an index. The Index is rebalanced monthly, on the final NYSE Arca trading day of each month. Issuers of Preferred Securities may be either U.S. based or foreign. As of September 30, 2011, the Index was comprised of 153 Preferred Securities.

The Index is sponsored by Wells Fargo & Company (the “Index Provider”) which is not affiliated with the Fund or the Adviser. The Index Provider determines the composition of the Index, relative weightings of the securities in the Index and publishes information regarding the market value of the Index.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

preferred securities risk: There are special risks associated with investing in Preferred Securities. Generally, Preferred Security holders (such as the Fund) have no voting rights with respect to the issuing company unless certain events occur. In addition, Preferred Securities are subordinated to bonds and other debt instruments in a company’s capital structure and therefore will be subject to greater credit risk than those debt instruments. Unlike debt securities, dividend payments on a Preferred Security typically must be declared by the issuer’s board of directors. An issuer’s board of directors is generally not under any obligation to pay a dividend (even if such dividends have accrued), and may suspend payment of dividends on Preferred Securities at any time. In the event an issuer of Preferred Securities experiences economic difficulties, the issuer’s Preferred Securities may lose substantial value due to the reduced likelihood that the issuer’s board of directors will declare a dividend and the fact that the Preferred Security may be subordinated to other securities of the same issuer. There is a chance that

130 Precise in a world that isn’t. SM

the issuer of any of the Fund’s holdings will default (fail to make scheduled dividend payments on the Preferred Security or scheduled interest payments on other obligations of the issuer not held by the Fund).

interest rate risk. Because many Preferred Securities pay dividends at a fixed rate, their market price can be sensitive to changes in interest rates in a manner similar to bonds — that is, as interest rates rise, the value of the Preferred Securities held by the Fund are likely to decline. To the extent that the Fund invests a substantial portion of its assets in fixed rate Preferred Securities, rising interest rates may cause the value of the Fund’s investments to decline significantly.

issuer risk. Because many Preferred Securities allow holders to convert the Preferred Securities into common stock of the issuer, their market price can be sensitive to changes in the value of the issuer’s common stock and, therefore, declining common stock values may also cause the value of the Fund’s investments to decline.

call risk. Preferred Securities often have call features which allow the issuer to redeem the security at its discretion. The redemption of a Preferred Security having a higher than average yield may cause a decrease in the Fund’s yield.

financial sector risk: Preferred Securities may be issued by financial institutions. Financial institutions are subject to extensive governmental regulation which may limit both the amounts and types of loans and other financial commitments they can make, and the interest rates and fees they can charge. Profitability is largely dependent on the availability and cost of capital funds, and can fluctuate significantly when interest rates change or due to increased competition. In addition, the recent deterioration of the credit markets generally has caused an adverse impact in a broad range of markets, including U.S. and international credit and interbank money markets generally, thereby affecting a wide range of financial institutions and markets. Recent events in the financial sector have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign, and caused certain financial institutions to incur large losses. Numerous financial institutions have experienced substantial declines in the valuations of their assets, taken action to raise capital (such as the issuance of debt or equity securities), or even ceased operations. These actions have caused the securities of many financial institutions to experience a dramatic decline in value. Credit losses resulting from financial difficulties of borrowers and financial losses associated with investment activities can negatively impact the sector.

Precise in a world that isn’t. SM 131

FUND PERFORMANCE

annual total return (year ended 12/31)*


2010			14.39

Highest Quarterly Return: 10.56%% (Q3 2010)
Lowest Quarterly Return: -2.19% (Q2 2010)

* As of September 30, 2011, the Fund’s Calendar Year-To-Date return was -0.73%.

average annual total returns (for periods ending 12/31/10)


			SINCE INCEPTION
	ONE YEAR		(9/16/09)

RETURN BEFORE TAXES		14.39%		15.97%

RETURN AFTER TAXES ON DISTRIBUTIONS		12.27%		13.72%

RETURN AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES		9.55%		12.39%

WELLS FARGO HYBRID AND PREFERRED SECURITIES AGGREGATE INDEX (reflects no deduction for fees, expenses or taxes)		14.98%		16.69%

PORTFOLIO MANAGEMENT

investment adviser

SSgA Funds Management, Inc. serves as the investment adviser to the Fund.

portfolio managers

The professionals primarily responsible for the day-to-day management of the Fund are Mike Feehily and John Tucker.

mike feehily, cfa, is a Managing Director of the Adviser. He joined the Adviser in 1997, moved to State Street Global Markets LLC in 2006 and rejoined the Adviser in 2010.

john tucker, cfa, is a Managing Director of the Adviser. He joined the Adviser in 1988.

For important information about the purchase and sale of Fund shares and tax information, please turn to “Summary Information about Purchases, Sales and Taxes” on page 133 of the Prospectus.

132 Precise in a world that isn’t. SM

SUMMARY INFORMATION ABOUT PURCHASES, SALES AND TAXES

purchase and sale information

A Fund will issue (or redeem) shares to certain institutional investors (typically market makers or other broker-dealers) only in large blocks of 50,000 shares known as “Creation Units.” Creation Unit transactions are typically conducted in exchange for the deposit or delivery of in-kind securities and/or cash constituting a substantial replication, or a representation, of the securities included in the Fund’s benchmark Index.

Individual shares of a Fund may only be purchased and sold on the NYSE Arca, Inc., other national securities exchanges, electronic crossing networks and other alternative trading systems through your broker-dealer at market prices. Because Fund shares trade at market prices rather than at net asset value (“NAV”), shares may trade at a price greater than NAV (premium) or less than NAV (discount).

tax information

Each Fund’s distributions are expected to be taxed as ordinary income and/or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or individual retirement account.

ADDITIONAL STRATEGIES

general. The Adviser seeks to track the performance of a Fund’s Index as closely as possible (i.e., obtain a high degree of correlation with the Index). A number of factors may affect a Fund’s ability to achieve a high degree of correlation with its Index, and there can be no guarantee that a Fund will achieve a high degree of correlation.

Under various circumstances where it may not be possible or practical to purchase all of the securities in the benchmark Index for each Fund or amounts of such securities in proportion to their weighting in the Index, such as when there are practical difficulties or substantial costs involved in compiling a portfolio of securities to follow the Index, in instances when a security in the Index becomes temporarily illiquid, unavailable or less liquid, or due to legal restrictions (such as diversification requirements that apply to the Fund but not the Index), and in particular with respect to the SPDR Dow Jones Total Market ETF, the Adviser will utilize a sampling strategy in managing the Funds. Sampling means that the Adviser uses quantitative analysis to select securities, including securities in the Index, outside of the Index and derivatives, that have a similar investment profile as the relevant Index in terms of key risk factors, performance attributes and other economic characteristics. These include industry weightings, market capitalization, and other financial characteristics of securities. The quantity of holdings in each Fund will be based on a number of factors, including asset size of the Fund. In addition, from time to time, securities are added to or removed from each Index. The Adviser may sell securities that are represented in an Index, or purchase securities that are not yet represented in an Index, in anticipation of their removal from or addition to an Index. Further, the Adviser may choose to overweight securities in an Index, purchase or sell securities not in an Index, or utilize various combinations of other available techniques, in seeking to track an Index.

Certain of the Funds, as described in the Statement of Additional Information (“SAI”), have adopted a non-fundamental investment policy to invest at least 80% of their respective net assets in investments suggested by their respective names, measured at the time of investment. A Fund will provide shareholders with at least 60 days notice prior to any material change in this 80% investment policy. For purposes of this policy, the term “assets” means net assets plus the amount of

Precise in a world that isn’t. SM 133

borrowings for investment purposes. The Board of Trustees of the Trust (the “Board”) may change a Fund’s investment strategy, Index and other policies without shareholder approval, except as otherwise indicated. Each Fund will provide shareholders with at least 60 days notice prior to changing its Index. The Board may also change a Fund’s investment objective without shareholder approval.

certain other investments. Each Fund may invest in convertible securities, variable rate demand notes, commercial paper, structured notes (notes on which the amount of principal repayment and interest payments are based on the movement of one or more specified factors such as the movement of a particular security or index), swaps and in options and futures contracts. Swaps, options and futures contracts, convertible securities and structured notes may be used by a Fund in seeking performance that corresponds to its Index and in managing cash flows.

temporary defensive positions. In certain situations or market conditions, a Fund may temporarily depart from its normal investment policies and strategies provided that the alternative is consistent with the Fund’s investment objective and is in the best interest of the Fund. For example, a Fund may make larger than normal investments in derivatives to maintain exposure to its Index if it is unable to invest directly in a component security.

borrowing money. Each Fund may borrow money from a bank as permitted by the Investment Company Act of 1940, as amended (“1940 Act”) or other governing statute, by the Rules thereunder, or by the U.S. Securities and Exchange Commission (“SEC”) or other regulatory agency with authority over the Fund, but only for temporary or emergency purposes. The 1940 Act presently allows a Fund to borrow from any bank (including pledging, mortgaging or hypothecating assets) in an amount up to 331/3% of its total assets (not including temporary borrowings not in excess of 5% of its total assets).

lending securities. Each Fund may lend its portfolio securities in an amount not to exceed one third (331/3%) of the value of its total assets via a securities lending program through its securities lending agent, State Street Bank and Trust Company (“Lending Agent”), to brokers, dealers and other financial institutions desiring to borrow securities to complete transactions and for other purposes. A securities lending program allows a Fund to receive a portion of the income generated by lending its securities and investing the respective collateral. A Fund will receive collateral for each loaned security which is at least equal to the market value of that security, marked to market each trading day. In the securities lending program, the borrower generally has the right to vote the loaned securities, however a Fund may call loans to vote proxies if a material issue affecting the Fund’s economic interest in the investment is to be voted upon. Security loans may be terminated at any time by a Fund.

ADDITIONAL RISK INFORMATION

The following section provides additional information regarding certain of the principal risks identified under “Principal Risks of Investing in the Fund” in the Fund Summaries along with additional risk information. Risk information is applicable to all Funds unless otherwise noted.

principal risks

market risk: An investment in a Fund involves risks similar to those of investing in any fund of equity securities, such as market fluctuations caused by such factors as economic and political developments, changes in interest rates and perceived trends in security prices. The values of equity securities could decline generally or could underperform other investments. Different types of equity securities tend to go through cycles of out-performance and under-performance in comparison to the general securities markets. In addition, securities may decline in value due to factors affecting a specific issuer, market or securities markets generally.

foreign investment risk (spdr global dow etf and spdr wells fargo preferred stock etf only): Returns on investments in foreign securities could be more volatile than, or trail the returns on, investments in U.S. securities.

foreign securities. A Fund may invest in foreign securities, including non-U.S. dollar-denominated securities traded outside of the United States and U.S. dollar-denominated securities of foreign issuers traded in the United States. Foreign securities also include ADRs which are U.S. dollar-denominated receipts representing shares of foreign-based corporations. ADRs are issued by U.S. banks or trust companies, and entitle the holder to all dividends and capital gains that are paid out on the underlying foreign shares. Investment in ADRs may be less liquid than the liquidity of the underlying shares in their primary trading market. Foreign securities also include Global Depositary Receipts (“GDRs”), which

134 Precise in a world that isn’t. SM

are similar to ADRs, but are shares of foreign-based corporations generally issued by international banks in one or more markets around the world. Investment in ADRs and GDRs may be less liquid than the underlying shares in their primary trading market and GDRs, many of which are issued by companies in emerging markets, may be more volatile.

depositary receipts may be “sponsored” or “unsponsored.” Sponsored depositary receipts are established jointly by a depositary and the underlying issuer, whereas unsponsored depositary receipts may be established by a depositary without participation by the underlying issuer. Holders of an unsponsored depositary receipt generally bear all the costs associated with establishing the unsponsored depositary receipt. In addition, the issuers of the securities underlying unsponsored depositary receipts are not obligated to disclose material information in the United States and, therefore, there may be less information available regarding such issuers and there may not be a correlation between such information and the market value of the depositary receipts.

depositary receipts may be unregistered and unlisted. A Fund’s investments may also include ADRs and GDRs that are not purchased in the public markets and are restricted securities that can be offered and sold only to “qualified institutional buyers” under Rule 144A of the Securities Act of 1933, as amended (“Securities Act”). The Adviser will determine the liquidity of such investments pursuant to guidelines established by the Board. If a particular investment in such ADRs or GDRs is deemed illiquid, that investment will be included within a Fund’s limitation on investment in illiquid securities. It is possible that ADRs and GDRs purchased by a Fund in reliance on Rule 144A could have the effect of increasing the level of the Fund’s illiquidity to the extent that qualified institutional buyers become, for a period, uninterested in purchasing these securities. Moreover, if adverse market conditions were to develop during the period between a Fund’s decision to sell these types of ADRs or GDRs and the point at which the Fund is permitted or able to sell such security, the Fund might obtain a price less favorable than the price that prevailed when it decided to sell.

foreign securities involve special risks and costs. Investment in foreign securities may involve higher costs than investment in U.S. securities, including higher transaction and custody costs as well as the imposition of additional taxes by foreign governments. Foreign investments may also involve risks associated with the level of currency exchange rates, less complete financial information about the issuers, less market liquidity, more market volatility and political instability. Future political and economic developments, the possible imposition of withholding taxes on income, the possible seizure or nationalization of foreign holdings, the possible establishment of exchange controls or freezes on the convertibility of currency, or the adoption of other governmental restrictions might adversely affect an investment in foreign securities. Changes to the financial condition or credit rating of foreign issuers may also adversely affect the value of the Fund’s securities. Additionally, foreign issuers may be subject to less stringent regulation, and to different accounting, auditing and recordkeeping requirements.

currency risk. Each Fund’s net asset value is determined on the basis of U.S. dollars, therefore, a Fund may lose value if the local currency of a foreign market depreciates against the U.S. dollar, even if the local currency value of a Fund’s holdings goes up.

political and economic risk. The Funds are subject to foreign political and economic risk not associated with U.S. investments, meaning that political events (civil unrest, national elections, changes in political conditions and foreign relations, imposition of exchange controls and repatriation restrictions), social and economic events (labor strikes, rising inflation) and natural disasters occurring in a foreign country could cause a Fund’s investments to experience gains or losses. A Fund also could be unable to enforce its ownership rights or pursue legal remedies in countries where it invests.

foreign market and trading risk. The trading markets for many foreign securities are not as active as U.S. markets and may have less governmental regulation and oversight. Foreign markets also may have clearance and settlement procedures that make it difficult for a Fund to buy and sell securities. These factors could result in a loss to a Fund by causing the Fund to be unable to dispose of an investment or to miss an attractive investment opportunity, or by causing Fund assets to be uninvested for some period of time.

Precise in a world that isn’t. SM 135

emerging markets risk (spdr global dow etf only). Some foreign markets in which the Fund may invest are considered to be emerging markets. Investment in these emerging markets subjects the Fund to a greater risk of loss than investments in a developed market. This is due to, among other things, greater market volatility, lower trading volume, political and economic instability, high levels of inflation, deflation or currency devaluation, greater risk of market shut down, and more governmental limitations on foreign investment policy than those typically found in a developed market. These economies are less developed and can be overly reliant on particular industries and more vulnerable to changes in international trade, trade barriers and other protectionist or retaliatory measures. High levels of debt tend to make emerging economies heavily reliant on foreign capital and vulnerable to capital flight and the volatility of emerging markets may be heightened by the actions of a few major investors. Some governments exercise substantial influence over the private economic sector and the social and political uncertainties that exist for many developing countries is significant. In adverse social and political circumstances, governments have been involved in policies of expropriation, confiscatory taxation, nationalism, intervention in the securities markets and trade settlement, and imposition of foreign investment restrictions and exchange controls, and these could be repeated in the future. In certain emerging markets, investments may be subject to heightened risks with regard to ownership and custody of securities. For example, security ownership may be evidenced by entries in the books of a company or its registrar, which may not be independent of the issuer, instead of through a central registration system and without effective government supervision. Particularly with respect to the Fund’s investment in actual foreign securities, the possibility of fraud, negligence, undue influence being exerted by the issuer or refusal to recognize ownership exists could, along with other factors, result in the registration of the Fund’s shareholding being completely lost and cause the Fund to suffer an investment loss. For these and other reasons, investments in emerging markets are often considered speculative.

additional risks

trading issues. Although the shares of the Funds (“Shares”) are listed for trading on NYSE Arca, Inc. (the “Exchange”) and may be listed or traded on U.S. and non-U.S. stock exchanges other than the Exchange, there can be no assurance that an active trading market for such Shares will develop or be maintained. Trading in Shares on the Exchange may be halted due to market conditions or for reasons that, in the view of the Exchange, make trading in Shares inadvisable. In addition, trading in Shares on the Exchange is subject to trading halts caused by extraordinary market volatility pursuant to Exchange “circuit breaker” rules. There can be no assurance that the requirements of the Exchange necessary to maintain the listing of a Fund will continue to be met or will remain unchanged or that the Shares will trade with any volume, or at all, on any stock exchange.

fluctuation of net asset value; share premiums and discounts. The net asset value of the Shares will generally fluctuate with changes in the market value of a Fund’s securities holdings. The market prices of Shares will generally fluctuate in accordance with changes in a Fund’s net asset value and supply and demand of Shares on the Exchange. It cannot be predicted whether Shares will trade below, at or above their net asset value. Price differences may be due, in large part, to the fact that supply and demand forces at work in the secondary trading market for Shares will be closely related to, but not identical to, the same forces influencing the prices of the securities of an Index trading individually or in the aggregate at any point in time. The market prices of Shares may deviate significantly from the net asset value of the Shares during periods of market volatility. However, given that Shares can be created and redeemed in Creation Units (unlike shares of many closed-end funds, which frequently trade at appreciable discounts from, and sometimes at premiums to, their net asset value), the Adviser, and Sub-Adviser as applicable, believes that large discounts or premiums to the net asset value of Shares should not be sustained over long periods. While the creation/redemption feature is designed to make it likely that Shares normally will trade close to a Fund’s net asset value, disruptions to creations and redemptions may result in trading prices that differ significantly from such Fund’s net asset value. If an investor purchases Shares at a time when the market price is at a premium to the net asset value of the Shares or sells at a time when the market price is at a discount to the net asset value of the Shares, then the investor may sustain losses.

costs of buying or selling shares. Investors buying or selling Shares in the secondary market will pay brokerage

136 Precise in a world that isn’t. SM

commissions or other charges imposed by brokers as determined by that broker. Brokerage commissions are often a fixed amount and may be a significant proportional cost for investors seeking to buy or sell relatively small amounts of Shares. In addition, secondary market investors will also incur the cost of the difference between the price that an investor is willing to pay for Shares (the “bid” price) and the price at which an investor is willing to sell Shares (the “ask” price). This difference in bid and ask prices is often referred to as the “spread” or “bid/ask spread.” The bid/ask spread varies over time for Shares based on trading volume and market liquidity, and is generally lower if a Fund’s Shares have more trading volume and market liquidity and higher if a Fund’s Shares have little trading volume and market liquidity. Further, increased market volatility may cause increased bid/ask spreads. Due to the costs of buying or selling Shares, including bid/ask spreads, frequent trading of Shares may significantly reduce investment results and an investment in Shares may not be advisable for investors who anticipate regularly making small investments.

lending of securities. Although the Funds are indemnified by the Lending Agent for losses incurred in connection with a borrower’s default with respect to a loan, the Funds bear the risk of loss of investing cash collateral and may be required to make payments to a borrower upon return of loaned securities if invested collateral has declined in value. Furthermore, because of the risks in delay of recovery, a Fund may lose the opportunity to sell the securities at a desirable price, and the Fund will generally not have the right to vote securities while they are being loaned.

concentration. A Fund’s assets will generally be concentrated in an industry or group of industries to the extent that the Fund’s underlying Index concentrates in a particular industry or group of industries. By concentrating its assets in a single industry or group of industries, a Fund is subject to the risk that economic, political or other conditions that have a negative effect on that industry or group of industries will negatively impact the Fund to a greater extent than if the Fund’s assets were invested in a wider variety of industries.

money market fund investments. Although money market funds generally seek to preserve the value of their shares at $1.00 per share, it is possible that a Fund could lose money by investing in a money market fund. Investments in money market funds have traditionally not been and currently are not federally insured.

investment style risk: Funds that have not been designated as a “large cap”, “mid cap”, “small cap”, “micro cap”, “growth” or “value” fund may nonetheless invest in companies that fall within a particular investment style from time to time. Risks associated with these types of companies are set forth below:

large cap risk: Returns on investments in stocks of large companies could trail the returns on investments in stocks of smaller and mid-sized companies.

mid cap risk: Mid-sized companies may be more volatile and more likely than large-capitalization companies to have relatively limited product lines, markets or financial resources, or depend on a few key employees. Returns on investments in stocks of mid-size companies could trail the returns on investments in stocks of larger or smaller companies.

small cap risk: Small-sized companies may be more volatile and more likely than large- and mid-capitalization companies to have relatively limited product lines, markets or financial resources, or depend on a few key employees. Returns on investments in stocks of small companies could trail the returns on investments in stocks of larger companies.

micro cap risk: Micro cap companies may be newly formed or in the early stages of development with limited product lines, markets or financial resources. Therefore, micro cap companies may be less financially secure than large-, mid- and small-capitalization companies and may be more vulnerable to key personnel losses due to reliance on a smaller number of management personnel. In addition, there may be less public information available about these companies. Micro cap stock prices may be more volatile than large-, mid- and small-capitalization companies and such stocks may be more thinly traded and thus difficult for the Fund to buy and sell in the market.

growth risk. The market values of growth stocks may be more volatile than other types of investments. The prices of growth stocks tend to reflect future expectations, and when those expectations change or are not met, share prices generally fall. The returns on “growth” securities may or may not move in tandem with the returns on other styles of investing or the overall stock market.

Precise in a world that isn’t. SM 137

value risk. A “value” style of investing emphasizes undervalued companies with characteristics for improved valuations. This style of investing is subject to the risk that the valuations never improve or that the returns on “value” equity securities are less than returns on other styles of investing or the overall stock market.

derivatives. A derivative is a financial contract the value of which depends on, or is derived from, the value of a financial asset (such as stock, bond or currency), a physical asset (such as gold) or a market index (such as the S&P 500 Index). Each Fund may invest in futures contracts and other derivatives. Compared to conventional securities, derivatives can be more sensitive to changes in interest rates or to sudden fluctuations in market prices and thus a Fund’s losses may be greater if it invests in derivatives than if it invests only in conventional securities.

continuous offering. The method by which Creation Units are purchased and traded may raise certain issues under applicable securities laws. Because new Creation Units are issued and sold by each Fund on an ongoing basis, at any point a “distribution,” as such term is used in the Securities Act of 1933, as amended (“Securities Act”), may occur.

Broker-dealers and other persons are cautioned that some activities on their part may, depending on the circumstances, result in their being deemed participants in a distribution in a manner which could render them statutory underwriters and subject them to the prospectus delivery and liability provisions of the Securities Act.

For example, a broker-dealer firm or its client may be deemed a statutory underwriter if it takes Creation Units after placing an order with the principal underwriter, breaks them down into individual Shares, and sells such Shares directly to customers, or if it chooses to couple the creation of a supply of new Shares with an active selling effort involving solicitation of secondary market demand for Shares. A determination of whether one is an underwriter for purposes of the Securities Act must take into account all the facts and circumstances pertaining to the activities of the broker-dealer or its client in the particular case, and the examples mentioned above should not be considered a complete description of all the activities that could lead to categorization as an underwriter.

138 Precise in a world that isn’t. SM

MANAGEMENT

adviser. SSgA Funds Management, Inc. serves as the investment adviser to each Fund and, subject to the supervision of the Board, is responsible for the investment management of the Funds. The Adviser provides an investment management program for each Fund and manages the investment of the Funds’ assets. The Adviser and other affiliates of State Street Corporation make up State Street Global Advisors (“SSgA”), the investment management arm of State Street Corporation. As of August 31, 2011, the Adviser managed approximately $214.56 billion in assets and SSgA managed approximately $2.01 trillion in assets. The Adviser’s principal business address is State Street Financial Center, One Lincoln Street, Boston, Massachusetts 02111.

For the services provided to each Fund under the Investment Advisory Agreement, for the fiscal year ended June 30, 2011, each Fund paid the Adviser the annual fees based on a percentage of each Fund’s average daily net assets as set forth below:


SPDR Dow Jones Total Market ETF	0.20	%
SPDR Dow Jones Large Cap ETF	0.20	%
SPDR S&P 500 Growth ETF	0.20	%
SPDR S&P 500 Value ETF	0.20	%
SPDR Dow Jones Mid Cap ETF	0.25	%
SPDR S&P 400 Mid Cap Growth ETF	0.25	%
SPDR S&P 400 Mid Cap Value ETF	0.25	%
SPDR S&P 600 Small Cap ETF⁽¹⁾	0.22	%
SPDR S&P 600 Small Cap Growth ETF	0.25	%
SPDR S&P 600 Small Cap Value ETF	0.25	%
SPDR Global Dow ETF	0.50	%
SPDR Dow Jones REIT ETF	0.25	%
SPDR S&P Bank ETF	0.35	%
SPDR S&P Capital Markets ETF	0.35	%
SPDR S&P Insurance ETF	0.35	%
SPDR S&P Mortgage Finance ETF	0.35	%
SPDR S&P Regional Banking ETF	0.35	%
SPDR Morgan Stanley Technology ETF	0.50	%
SPDR S&P Dividend ETF	0.35	%
SPDR S&P Aerospace & Defense ETF⁽²⁾	0.35	%
SPDR S&P Biotech ETF	0.35	%
SPDR S&P Building & Construction ETF⁽²⁾	0.35	%
SPDR S&P Computer Hardware ETF⁽²⁾	0.35	%
SPDR S&P Food & Beverage ETF⁽²⁾	0.35	%
SPDR S&P Health Care Equipment ETF	0.35	%
SPDR S&P Health Care Services ETF⁽²⁾	0.35	%
SPDR S&P Homebuilders ETF	0.35	%
SPDR S&P LeisureTime ETF⁽²⁾	0.35	%
SPDR S&P Metals & Mining ETF	0.35	%
SPDR S&P Oil & Gas Equipment & Services ETF	0.35	%
SPDR S&P Oil & Gas Exploration & Production ETF	0.35	%
SPDR S&P Outsourcing & IT Consulting ETF⁽²⁾	0.35	%
SPDR S&P Pharmaceuticals ETF	0.35	%
SPDR S&P Retail ETF	0.35	%
SPDR S&P Semiconductor ETF	0.35	%
SPDR S&P Software & Services ETF⁽²⁾	0.35	%
SPDR S&P Telecom ETF	0.35	%
SPDR S&P Transportation ETF	0.35	%
SPDR Wells Fargo Preferred Stock ETF	0.45	%


⁽¹⁾		Advisory fee rate was contractually lowered during the fiscal year from 0.25% to 0.20%.

⁽²⁾		Fund had not commenced operation as of June 30, 2011.

From time to time, the Adviser may waive all or a portion of its fee, although it does not currently intend to do so. The Adviser pays all expenses of each Fund other than the management fee, distribution fee pursuant to each Fund’s Distribution and Service Plan, if any, brokerage, taxes, interest, fees and expenses of the Independent Trustees (including any Trustee’s counsel fees), litigation expenses, acquired fund fees and expenses and other extraordinary expenses.

investment sub-adviser – spdr dow jones reit etf. Pursuant to the Advisory Agreement between the SPDR Dow Jones REIT ETF and the Adviser, the Adviser is authorized to engage one or more sub-advisers for the performance of any of the services contemplated to be rendered by the Adviser. The Adviser has retained The Tuckerman Group LLC (“Tuckerman”), an affiliate of the Adviser, as sub-adviser, to be responsible for the day to day management of the SPDR Dow Jones REIT ETF’s investments, subject to supervision of the Adviser and the Board. The Adviser provides administrative, compliance and general management services to the Fund. Since its organization on April 28, 1999, Tuckerman has provided investment management services to institutional investors and other mutual funds. As of August 31, 2011, Tuckerman managed approximately $8.3 billion in assets. Tuckerman’s principal business address is Four International Drive, Suite 230, Rye Brook, New York 10573.

In accordance with the Sub-Advisory Agreement between the Adviser and Tuckerman, the Adviser pays Tuckerman a fee based on the Fund’s average daily net assets. The Fund is not responsible for the fees paid to Tuckerman.

A discussion regarding the Board’s consideration of the Investment Advisory Agreement and Sub-Advisory

Precise in a world that isn’t. SM 139

Agreement can be found in the Trust’s Semi-Annual Report to Shareholders for the period ended December 31, 2010.

portfolio managers. The Adviser and, with respect to the SPDR Dow Jones REIT ETF, Tuckerman, manage the Funds using a team of investment professionals. The team approach is used to create an environment that encourages the flow of investment ideas. The portfolio managers within each team work together in a cohesive manner to develop and enhance techniques that drive the investment process for the respective investment strategy. This approach requires portfolio managers to share a variety of responsibilities including investment strategy and analysis while retaining responsibility for the implementation of the strategy within any particular portfolio. The approach also enables the team to draw upon the resources of other groups within SSgA. Each portfolio management team is overseen by the SSgA Investment Committee.

The professionals primarily responsible for the day-to-day management of each Fund, except for the SPDR Dow Jones REIT ETF, include Mike Feehily and John Tucker. The professionals primarily responsible for the day-to-day management of the SPDR Dow Jones REIT ETF are Amos J. Rogers III and Sophia Banar.

mike feehily. Mr. Feehily, CFA, is a Managing Director of SSgA and the Adviser and Co-Head of Passive Equity Strategies in North America in the Global Equity Beta Solutions Group. In this capacity, Mr. Feehily has oversight of the North American Passive Equity teams in Boston and Montreal. In addition, Mr. Feehily is a member of the Senior Management Group. Mr. Feehily rejoined SSgA in 2010 after spending the previous four years at State Street Global Markets LLC where he helped to build the Exposure Solutions business. This group created and managed portfolios that were designed to meet the short-term market exposure needs of institutional clients. Prior to this, Mr. Feehily had been Head of the US Passive Equity Team within SSgA. He joined SSgA in 1997. Mr. Feehily received a Bachelor of Science Degree from Babson College in Finance, Investments, and Economics. He received an MBA in Finance from Bentley College and also earned the Chartered Financial Analyst designation. He is a member of the Boston Security Analysts Society and the CFA Institute. Mr. Feehily is also a former member of the Russell Index Client Advisory Board.

john tucker. Mr. Tucker, CFA, is a Managing Director of SSgA and the Adviser and Co-Head of Passive Equity Strategies in North America in the Global Equity Beta Solutions Group. He joined the firm in 1988 and is responsible for overseeing the management of all equity index strategies and Exchange Traded Funds managed in Boston and Montreal. He is a member of the Senior Management Group. Previously, Mr. Tucker was head of the Structured Products group in SSgA’s London office. Prior to joining the investment management group, he was the Operations Manager for SSgA’s International Structured Products group where he was responsible for the operations staff and operational functions. Mr. Tucker received a BA in Economics from Trinity College and an MS in Finance from Boston College. He is a member of the Boston Security Analysts Society and the CFA Institute.

SPDR Dow Jones REIT ETF Portfolio Management Team:

amos rogers. Mr. Rogers is Managing Director of the Tuckerman Group with over 20 years of commercial real estate lending and asset management experience. He has been with the Tuckerman group since 2003. He leads the real estate securities business and is the portfolio manager for the REIT investment strategies. Prior to joining the Tuckerman Group, he spent eight years at Citicorp, holding various positions in the real estate division. Mr. Rogers received his undergraduate degree from Clarkson University, and holds an MS degree in Management with a concentration in Real Estate Finance from the M.I.T. – Sloan School of Management.

sophia banar. Ms. Banar is a Securities Analyst and an Assistant Portfolio Manager for the Tuckerman Group. She performs fundamental analysis of the REIT universe for the active strategy and provides oversight on implementation of index strategies. She joined the Tuckerman Group from State Street Corporation where she was an Analyst for the Wealth Manager Services division. Prior to joining State Street Corporation in 2004, Ms. Banar spent five years as a consultant with CSC Consulting Inc. Ms. Banar received her BS in Management from Bentley University, and holds an MBA with a concentration in Finance from Columbia University Graduate Business School.

Additional information about the portfolio managers’ compensation, other accounts managed by the portfolio managers, and the portfolio managers’ ownership of securities in the Funds is available in the SAI.

administrator, custodian and transfer agent. State Street Bank and Trust Company (“State Street Bank”), part of State Street Corporation, is the Administrator for

140 Precise in a world that isn’t. SM

the Funds, the Custodian for each Fund’s assets and serves as Transfer Agent to the Funds.

lending agent. State Street Bank is the securities lending agent for the Trust. For its services, the lending agent would typically receive a portion of the net investment income, if any, earned on the collateral for the securities loaned.

distributor. State Street Global Markets, LLC (the “Distributor”), part of State Street Corporation, is the distributor of the Funds’ Shares. The Distributor will not distribute Shares in less than Creation Units, and it does not maintain a secondary market in the Shares. The Distributor may enter into selected dealer agreements with other broker-dealers or other qualified financial institutions for the sale of Creation Units of Shares.

INDEX/TRADEMARK LICENSES/DISCLAIMERS

The Index Providers are not affiliated with the Trust, the Adviser, the Sub-Adviser, the Funds’ administrator, custodian, transfer agent or distributor, or any of their respective affiliates. The Adviser (“Licensee”) has entered into license agreements with the Index Providers pursuant to which the Adviser pays a fee to use their respective Indexes. The Adviser is sub-licensing rights to the Indexes to the Funds at no charge.

dow jones indexes. “Dow Jones,” “Dow Jones U.S. Large-Cap Total Stock Market Index,” “Dow Jones U.S. Mid-Cap Total Stock Market Index,” “The Global Dow,” “Dow Jones U.S. Select REIT Index,” and “Dow Jones U.S. Total Stock Market Index” (collectively, the “Dow Jones Indexes”) are each service marks of Dow Jones & Company, Inc. Dow Jones has no relationship to the Funds, other than the licensing of the Dow Jones Indexes and its service marks for use in connection with the Funds.

Dow Jones does not:


•	Sponsor, endorse, sell or promote the Funds.

•	Recommend that any person invest in the Funds or any other securities.

•	Have any responsibility or liability for or make any decisions about the timing, amount or pricing of the Funds.

•	Have any responsibility or liability for the administration, management or marketing of the Funds.

•	Consider the needs of the Fund or the owners of the Funds in determining, composing or calculating the Dow Jones Indexes or have any obligation to do so.

Dow Jones will have no liability in connection with the Funds. Specifically,


•	Dow Jones makes no warranty, express or implied, and Dow Jones disclaims any warranty about:


	•	The results to be obtained by the Funds, the shareholders of the Funds or any other person in connection with the use of the Dow Jones Indexes and the data included in the Dow Jones Indexes;
	•	The accuracy or completeness of the Dow Jones Indexes and any related data;
	•	The merchantability and the fitness for a particular purpose or use of the Dow Jones Indexes and/or its related data;


•	Dow Jones will have no liability for any errors, omissions or interruptions in the Dow Jones Indexes or related data;

•	Under no circumstances will Dow Jones be liable for any lost profits or indirect, punitive, special or consequential damages or losses, even if Dow Jones knows that they might occur.

The licensing agreement among the Adviser and Dow Jones is solely for their benefit and not for the benefit of the shareholders of the Funds or any other third parties.

morgan stanley technology index. The SPDR Morgan Stanley Technology ETF is not sponsored, endorsed, sold or promoted by Morgan Stanley & Co. Incorporated or any of its affiliates (collectively “MSC”). Neither MSC nor any other party makes any representation or warranty, express or implied, to the owners of this Fund or any member of the public regarding the advisability of investing in funds generally or in this Fund particularly or the ability of the Morgan Stanley Technology Index to track general stock market performance. MSC is the licensor of certain trademarks, service marks and trade names of MSC and the Morgan Stanley Technology Index which are determined, composed and calculated by the Exchange without regard to the issuer of this Fund or the owners of this Fund. Neither the Exchange nor MSC has any obligation to take the needs of the issuer of the Fund or the owners of this Fund into consideration in determining, composing or calculating the Morgan Stanley Technology Index. MSC is not responsible for and has not participated in the

Precise in a world that isn’t. SM 141

determination of the timing of, prices at, or quantities of the Fund to be issued or in determination or calculation of the equation by which the Fund is redeemable for cash. Neither MSC nor any other party has any obligation or liability to owners of the Fund in connection with the administration, marketing or trading of the Fund.

Although the Exchange and MSC shall obtain information for inclusion in or for use in the calculation of the Index from sources which they consider reliable, neither the Exchange, MSC nor any other party guarantees the accuracy and/or the completeness of the Index or any data included therein. Neither the Exchange, MSC nor any other party makes any warranty, express or implied, as to results to be obtained by the Adviser, the Adviser’s customers and counterparties, owners of the Fund, or any other person or entity from the use of the Index or any data included therein in connection with the rights licensed hereunder or for any other use. Neither MSC nor any other party makes any express or implied warranties, and MSC hereby expressly disclaims all warranties of merchantability or fitness for a particular purpose with respect to the Index or any data included therein. Without limiting any of the foregoing, in no event shall MSC or any other party have any liability for any direct, indirect, special, punitive, consequential or any other damages (including lost profits) even if notified of the possibility of such damages.

s&p indexes: The “S&P 500 Growth Index,” “S&P 500 Value Index,” “S&P MidCap 400 Growth Index,” “S&P MidCap 400 Value Index,” “S&P SmallCap 600 Index,” “S&P SmallCap 600 Growth Index,” “S&P SmallCap 600 Value Index,” “S&P Composite 1500 Index,” “S&P High Yield Dividend Aristocrats Index,” “S&P Banks Select Industry Index,” “S&P Capital Markets Select Industry Index,” “S&P Insurance Select Industry Index,” “S&P Mortgage Finance Select Industry Index,” “S&P Regional Banks Select Industry Index,” “S&P Aerospace & Defense Select Industry Index,” “S&P Biotechnology Select Industry Index,” “S&P Building & Construction Select Industry Index,” “S&P Computer Hardware Select Industry Index,” “S&P Food & Beverage Select Industry Index,” “S&P Health Care Equipment Select Industry Index,” “S&P Health Care Services Select Industry Index,” “S&P Homebuilders Select Industry Index,” “S&P LeisureTime Select Industry Index,” “S&P Metals & Mining Select Industry Index,” “S&P Oil & Gas Equipment & Services Select Industry Index,” “S&P Oil & Gas Exploration & Production Select Industry Index,” “S&P Outsourcing & IT Consulting Select Industry Index,” “S&P Pharmaceuticals Select Industry Index,” “S&P Retail Select Industry Index,” “S&P Semiconductor Select Industry Index,” “S&P Software & Services Select Industry Index,” “S&P Telecom Select Industry Index,” “S&P Transportation Select Industry Index,” and “S&P Total Stock Market Index” (together, the “S&P Indexes”), “S&P”, “S&P 1500”, “Standard & Poor’s 1500”, are trademarks of Standard & Poor’s Financial Services LLC, an affiliate of The McGraw-Hill Companies, Inc. (“S&P” or “Standard & Poor’s”).

The Funds are not sponsored, endorsed, sold or promoted by S&P and S&P makes no representation or warranty, express or implied, to the Trust, the Adviser, the Distributor, or Beneficial Owners of the Funds’ Shares regarding the advisability of investing in index securities or exchange-traded funds generally or in the Funds particularly or the ability of the S&P Indexes to track stock market performance. S&P’s only relationship to the Trust is the licensing of certain trademarks and trade names of S&P and of the S&P Indexes which are determined, comprised and calculated by S&P without regard to the Funds or their shareholders. The Adviser and the Trust are permitted to use these trademarks pursuant to a License Agreement with Standard & Poor’s. S&P has no obligation to take the needs of the Funds or their shareholders into consideration in determining, comprising or calculating the S&P Indexes. S&P is not responsible for and has not participated in any determination or calculation made with respect to issuance or redemption of the Funds’ Shares. S&P has no obligation or liability in connection with the administration, marketing or trading of the Funds.

STANDARD & POOR’S DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P INDEXES OR ANY DATA INCLUDED THEREIN. STANDARD & POOR’S MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE ADVISER, THE FUNDS, THEIR SHAREHOLDERS OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P INDEXES OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE USE LICENSED UNDER THE LICENSE AGREEMENT, OR FOR ANY OTHER USE. STANDARD & POOR’S MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE S&P INDEXES OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL STANDARD & POOR’S HAVE ANY LIABILITY FOR ANY SPECIAL,

142 Precise in a world that isn’t. SM

PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

wells fargo^sm hybrid and preferred securities aggregate index: SPDR Wells Fargo Preferred Stock ETF (the “ETF”) is not sponsored, issued or advised by Wells Fargo & Company, Wells Fargo Securities, LLC or their subsidiaries and affiliates (collectively, “Wells Fargo”). Wells Fargo makes no representation or warranty, express or implied, to the ETF’s investors or any member of the public regarding the performance of the Wells Fargo^sm Hybrid and Preferred Securities Aggregate Index or this ETF or the ability of any data supplied by Wells Fargo or any index to track financial instruments comprising the Wells Fargo^sm Hybrid and Preferred Securities Aggregate Index or any trading market. Wells Fargo’s only relationship to State Street Global Advisors is the licensing of certain trademarks and trade names of Wells Fargo and of the data supplied by Wells Fargo that is determined, composed and calculated by Wells Fargo or a third party index calculator, without regard to this ETF or its common shares. Wells Fargo has no obligation to take the needs of or the ETF into consideration when determining, composing or calculating the data. Wells Fargo has no obligation or liability in connection with the administration, marketing or trading of this ETF.

WELLS FARGO DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF ANY DATA SUPPLIED BY IT OR ANY DATA INCLUDED THEREIN. WELLS FARGO MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY STATE STREET GLOBAL ADVISORS AND THE ETF, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE DATA SUPPLIED BY WELLS FARGO OR ANY DATA INCLUDED THEREIN. WELLS FARGO MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE DATA SUPPLIED BY WELLS FARGO OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL WELLS FARGO HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

NEW YORK STOCK EXCHANGE ARCA INC. (“NYSE ARCA”) IS NOT AFFILIATED WITH STATE STREET GLOBAL ADVISORS OR WELLS FARGO AND DOES NOT APPROVE, ENDORSE, REVIEW OR RECOMMEND WELLS FARGO, STATE STREET GLOBAL ADVISORS OR SPDR WELLS FARGO PREFERRED STOCK ETF.

SPDR Wells Fargo Preferred Stock ETF is based on the Wells Fargo^sm Hybrid and Preferred Securities Aggregate Index and the value of the Wells Fargo^sm Hybrid and Preferred Securities Aggregate Index is derived from sources deemed reliable, but the NYSE ARCA and its suppliers do not guarantee the correctness or completeness of Wells Fargo^sm Hybrid and Preferred Securities Aggregate Index, their values or other information furnished in connection with Wells Fargo^sm Hybrid and Preferred Securities Aggregate Index. THE NYSE ARCA MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE RESULTS TO BE OBTAINED BY ANY PERSON OR ENTITY FROM THE USE OF THE WELLS FARGO^sm HYBRID AND PREFERRED SECURITIES AGGREGATE INDEX, TRADING BASED ON THE INDEX, OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE TRADING OF STATE STREET GLOBAL ADVISORS’ PRODUCTS, OR FOR ANY OTHER USE. WELLS FARGO AND NYSE ARCA MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AND HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE WELLS FARGO^sm HYBRID AND PREFERRED SECURITIES AGGREGATE INDEX OR ANY DATA INCLUDED THEREIN.

spdr trademark. The “SPDR” trademark is used under license from S&P. No financial product offered by the Trust, or its affiliates is sponsored, endorsed, sold or promoted by S&P. S&P makes no representation or warranty, express or implied, to the owners of any financial product or any member of the public regarding the advisability of investing in securities generally or in financial products particularly or the ability of the index on which financial products are based to track general stock market performance. S&P is not responsible for and has not participated in any determination or calculation made with respect to issuance or redemption of financial products. S&P has no obligation or liability in connection with the administration, marketing or trading of financial products.

WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL S&P HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

Precise in a world that isn’t. SM 143

ADDITIONAL PURCHASE AND SALE INFORMATION

The Shares are listed for secondary trading on the Exchange and individual Fund Shares may only be purchased and sold in the secondary market through a broker-dealer. The secondary markets are closed on weekends and also are generally closed on the following holidays: New Year’s Day, Dr. Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day (observed), Independence Day, Labor Day, Thanksgiving Day and Christmas Day. The Exchange may close early on the business day before certain holidays and on the day after Thanksgiving Day. Exchange holiday schedules are subject to change without notice. If you buy or sell Shares in the secondary market, you will pay the secondary market price for Shares. In addition, you may incur customary brokerage commissions and charges and may pay some or all of the spread between the bid and the offered price in the secondary market on each leg of a round trip (purchase and sale) transaction.

The trading prices of a Fund’s Shares will fluctuate continuously throughout trading hours based on market supply and demand rather than the Fund’s net asset value, which is calculated at the end of each business day. The Shares will trade on the Exchange at prices that may be above (i.e., at a premium) or below (i.e., at a discount), to varying degrees, the daily net asset value of the Shares. The trading prices of a Fund’s Shares may deviate significantly from its net asset value during periods of market volatility. Given, however, that Shares can be issued and redeemed daily in Creation Units, the Adviser believes that large discounts and premiums to net asset value should not be sustained for very long. Information showing the number of days the market price of a Fund’s Shares was greater than the Fund’s net asset value and the number of days it was less than the Fund’s net asset value (i.e., premium or discount) for various time periods is available by visiting the Funds’ website at http://www.spdrs.com.

The Exchange will disseminate, every fifteen seconds during the regular trading day, an indicative optimized portfolio value (“IOPV”) relating to the Funds. The IOPV calculations are estimates of the value of the Funds’ net asset value per Share using market data converted into U.S. dollars at the current currency rates. The IOPV price is based on quotes and closing prices from the securities’ local market and may not reflect events that occur subsequent to the local market’s close. Premiums and discounts between the IOPV and the market price may occur. This should not be viewed as a “real-time” update of the net asset value per Share of the Funds, which is calculated only once a day. Neither the Funds, nor the Adviser or any of their affiliates are involved in, or responsible for, the calculation or dissemination of such IOPVs and make no warranty as to their accuracy.

The Funds do not impose any restrictions on the frequency of purchases and redemptions; however, the Funds reserve the right to reject or limit purchases at any time as described in the SAI. When considering that no restriction or policy was necessary, the Board evaluated the risks posed by market timing activities, such as whether frequent purchases and redemptions would interfere with the efficient implementation of a Fund’s investment strategy, or whether they would cause a Fund to experience increased transaction costs. The Board considered that, unlike traditional mutual funds, Fund Shares are issued and redeemed only in large quantities of Shares known as Creation Units available only from a Fund directly, and that most trading in a Fund occurs on the Exchange at prevailing market prices and does not involve the Fund directly. Given this structure, the Board determined that it is unlikely that (a) market timing would be attempted by a Fund’s shareholders or (b) any attempts to market time a Fund by shareholders would result in negative impact to a Fund or its shareholders.

OTHER CONSIDERATIONS

distribution and service plan. Each Fund (except for the SPDR Dow Jones Total Market ETF) has adopted a Distribution and Service Plan in accordance with Rule 12b-1 under the 1940 Act pursuant to which payments of up to 0.25% of the Fund’s average daily net assets may be made for the sale and distribution of its Shares. No payments pursuant to the Distribution and Service Plan will be made through at least October 31, 2012. Additionally, the implementation of any such payments would have to be approved by the Board prior to implementation. Because these fees would be paid out of each Fund’s assets on an on-going basis, if payments are made in the future, these fees will increase the cost of your investment and may cost you more than paying other types of sales charges.

DISTRIBUTIONS

dividends and capital gains. As a Fund shareholder, you are entitled to your share of a Fund’s income and net realized gains on its investments. Each Fund pays out

144 Precise in a world that isn’t. SM

substantially all of its net earnings to its shareholders as “distributions.”

Each Fund typically earns income dividends from stocks, interest from debt securities and, if participating, securities lending income. These amounts, net of expenses and taxes (if applicable), are passed along to Fund shareholders as “income dividend distributions.” Each Fund realizes capital gains or losses whenever it sells securities. Net long-term capital gains are distributed to shareholders as “capital gain distributions.”

Income dividend distributions, if any, are generally distributed to shareholders quarterly, but may vary significantly from period to period. Net capital gains are distributed at least annually. Dividends may be declared and paid more frequently to improve Index tracking or to comply with the distribution requirements of the Internal Revenue Code (the “Code”).

For the SPDR S&P Dividend ETF and SPDR Wells Fargo Preferred Stock ETF: The Funds intend to distribute at least annually amounts representing the full dividend yield net of expenses on the underlying investment securities as if the Fund owned the underlying investment securities for the entire dividend period. As a result, some portion of each distribution may result in a return of capital. You will be notified regarding the portion of the distribution which represents a return of capital.

Distributions in cash may be reinvested automatically in additional whole Shares only if the broker through whom you purchased Shares makes such option available. Dividends which are reinvested will nevertheless be taxable to the same extent as if such dividends had not been reinvested.

PORTFOLIO HOLDINGS

A description of the Trust’s policies and procedures with respect to the disclosure of each Fund’s portfolio securities is available in the SAI.

ADDITIONAL TAX INFORMATION

As with any investment, you should consider how your Fund investment will be taxed. The tax information in this Prospectus is provided as general information. You should consult your own tax professional about the tax consequences of an investment in a Fund.

Unless your investment in the Funds is through a tax-exempt entity or tax deferred retirement account, such as a 401(k) plan, you need to be aware of the possible tax consequences when:

– Each Fund makes distributions;

– You sell Shares listed on the Exchange; and

– You create or redeem Creation Units.

taxes on distributions. In general, your distributions are subject to federal income tax when they are paid, whether you take them in cash or reinvest them in a Fund. The dividends and short-term capital gains distributions you receive from the Funds will be taxed as either ordinary income or qualified dividend income. Dividends that are designated as qualified dividend income are eligible for the reduced maximum rate to individuals of 15% (a lower rate applies to individuals in lower tax brackets) to the extent that a Fund receives qualified dividend income and subject to certain limitations. Long-term capital gains distributions will result from gains on the sale or exchange of capital assets held by a Fund for more than one year. Any long-term capital gains distributions you receive from a Fund are taxable as long-term capital gain regardless of how long you have owned your shares. Long-term capital gains are currently taxed at a maximum of 15%. Absent further legislation, the lower rates applicable to qualified dividend income and long-term capital gains will increase for taxable years beginning after December 31, 2012. For taxable years beginning after December 31, 2012, U.S. individuals with income exceeding $200,000 ($250,000 if married and filing jointly), will be subject to a 3.8% Medicare contribution tax on their “net investment income,” which includes taxable interest, dividends and capital gains (including capital gains realized upon the sale or exchange of Fund Shares).

Dividends will be qualified dividend income to you if they are attributable to qualified dividend income received by a Fund which, in general, includes dividend income from taxable U.S. corporations, provided that the Fund satisfies certain holding period requirements in respect of the stock of such corporations and has not hedged its position in the stock in certain ways. A dividend will not be treated as qualified dividend income if the dividend is received with respect to any share of stock held without being hedged by the Fund, or shares of the Fund held without being hedged by you, for fewer than 61 days during the 121-day period beginning at the date which is 60 days before the date on which such share becomes ex-dividend with respect to such dividend or in the case of certain preferred stock 91 days during the 181-day period beginning 90 days before such date.

Precise in a world that isn’t. SM 145

If you lend your Fund Shares pursuant to securities lending arrangements you may lose the ability to treat Fund dividends (paid while the shares are held by the borrower) as qualified dividend income. Shareholders are urged to consult their own financial intermediaries or tax advisor.

Distributions paid in January, but declared by a Fund in October, November or December of the previous year may be taxable to you in the previous year. The Funds will inform you of the amount of your ordinary income dividends, qualified dividend income and capital gain distributions shortly after the close of each calendar year.

Distributions in excess of a Fund’s current and accumulated earnings and profits are treated as a tax-free return of capital to the extent of your basis in the Shares, and as capital gain thereafter. A distribution will reduce a Fund’s net asset value per Share and may be taxable to you as ordinary income or capital gain even though, from an investment standpoint, the distribution may constitute a return of capital.

derivatives and other complex securities. Each Fund may invest in complex securities. These investments may be subject to numerous special and complex rules. These rules could affect whether gains and losses recognized by a Fund are treated as ordinary income or capital gain, accelerate the recognition of income to the Fund and/or defer the Fund’s ability to recognize losses. In turn, these rules may affect the amount, timing or character of the income distributed to you by a Fund.

foreign income taxes. Investment income received by a Fund from sources within foreign countries may be subject to foreign income taxes withheld at the source. The United States has entered into tax treaties with many foreign countries which may entitle a Fund to a reduced rate of such taxes or exemption from taxes on such income. It is impossible to determine the effective rate of foreign tax for a Fund in advance since the amount of the assets to be invested within various countries is not known. If more than 50% of the total assets of a Fund at the close of its taxable year consist of foreign stocks or securities, a Fund may “pass through” to you certain foreign income taxes (including withholding taxes) paid by a Fund. This means that you will be considered to have received as an additional dividend your share of such foreign taxes, but you may be entitled to either a corresponding tax deduction in calculating your taxable income, or, subject to certain limitations, a credit in calculating your federal income tax.

non-u.s. investors. If you are not a citizen or permanent resident of the United States, each Fund’s ordinary income dividends will generally be subject to a 30% U.S. withholding tax, unless a lower treaty rate applies or unless such income is effectively connected with a U.S. trade or business. However, for taxable years beginning before January 1, 2012, a Fund may, under certain circumstances, designate all or a portion of a dividend as an “interest-related dividend” that if received by a nonresident alien or foreign entity generally would be exempt from the 30% U.S. withholding tax, provided that certain other requirements are met. For taxable years beginning before January 1, 2012, the Funds may also, under certain circumstances, designate all or a portion of a dividend as a “short-term capital gain dividend” which if received by a nonresident alien or foreign entity generally would be exempt from the 30% U.S. withholding tax, unless the foreign person is a nonresident alien individual present in the United States for a period or periods aggregating 183 days or more during the taxable year. Gains on the sale of Shares and dividends that are effectively connected with the conduct of a trade or business within the U.S. will generally be subject to U.S. federal net income taxation at regular income tax rates. Non-U.S. shareholders that own, directly or indirectly, more than 5% of Fund Shares are urged to consult their own tax advisors concerning special tax rules that may apply to their investment. Beginning in 2014, a U.S. withholding tax at a 30% rate will be imposed on dividends and proceeds of sales paid to foreign shareholders if certain disclosure requirements are not satisfied.

certain funds may invest in reits. The Code provides a look-through rule for distributions of so-called FIRPTA gain by a Fund if all of the following requirements are met: (i) the Fund is classified as a “qualified investment entity” (a “qualified investment entity” includes entities taxable as regulated investment companies (“RICs”) if, in general, more than 50% of the RIC’s assets consists of interests in REITs and U.S. real property holding corporations); and (ii) you are a non-U.S. shareholder that owns more than 5% of a class of Fund shares at any time during the one-year period ending on the date of the distribution. If these conditions are met, distributions by a Fund are treated as gain from the disposition of a U.S. real property interest (“USRPI”), causing the distribution to be subject to U.S. withholding tax at a rate of 35%, and requiring that non-U.S. investors to file a nonresident U.S. income tax return. Also, such gain may be subject to a 30% branch profits tax in the hands of a foreign stockholder that is a corporation. If these rules do

146 Precise in a world that isn’t. SM

not apply to a distribution, such distribution in the hands of a non-U.S. investor is subject to the same treatment referenced in the preceding paragraph. Even if a non-U.S. shareholder does not own more than 5% of a class of Fund shares, Fund distributions to you that are attributable to gain from the sale or disposition of a USRPI will be taxable as ordinary dividends subject to withholding at a 30% or lower treaty rate.

taxes on exchange-listed share sales. Currently, any capital gain or loss realized upon a sale of Shares is generally treated as long-term capital gain or loss if the Shares have been held for more than one year and as short-term capital gain or loss if the Shares have been held for one year or less, except that any capital loss on the sale of Shares held for six months or less is treated as long-term capital loss to the extent that capital gain dividends were paid with respect to such Shares.

taxes on creations and redemptions of creation units. A person who exchanges securities for Creation Units generally will recognize a gain or loss. The gain or loss will be equal to the difference between the market value of the Creation Units at the time and the exchanger’s aggregate basis in the securities surrendered and the cash component paid. A person who exchanges Creation Units for securities will generally recognize a gain or loss equal to the difference between the exchanger’s basis in the Creation Units and the aggregate market value of the securities received and the cash redemption amount. The Internal Revenue Service, however, may assert that a loss realized upon an exchange of securities for Creation Units cannot be deducted currently under the rules governing “wash sales,” or on the basis that there has been no significant change in economic position. Persons exchanging securities should consult their own tax advisor with respect to whether wash sale rules apply and when a loss might be deductible.

Under current federal tax laws, any capital gain or loss realized upon a redemption of Creation Units is generally treated as long-term capital gain or loss if the Shares have been held for more than one year and as a short-term capital gain or loss if the Shares have been held for one year or less.

If you create or redeem Creation Units, you will be sent a confirmation statement showing how many Shares you purchased or sold and at what price.

certain tax exempt investors. A Fund investing in certain limited real estate investments and other publicly traded partnerships may be required to pass-through certain “excess inclusion income” and other income as “unrelated business taxable income” (“UBTI”). Tax-exempt investors sensitive to UBTI are strongly encouraged to consult their tax advisors prior to investment in the Funds regarding this issue and recent IRS pronouncements regarding the treatment of such income in the hands of such investors.

investments in certain foreign corporations. Certain investments held by the Funds may be classified as passive foreign investment companies or “PFICs” under the Code. Accordingly, investors should carefully consider the tax consequences of the impact that the PFIC investments may have on the Funds and consult their own tax advisors before making an investment. Additional information pertaining to the potential tax consequence to the Funds, and to the shareholders, from the Funds’ potential investments in PFICs can be found in the SAI.

backup withholding. A Fund will be required in certain cases to withhold at applicable withholding rates and remit to the United States Treasury the amount withheld on amounts payable to any shareholder who (1) has provided the Fund either an incorrect tax identification number or no number at all, (2) is subject to backup withholding by the Internal Revenue Service for failure to properly report payments of interest or dividends, (3) has failed to certify to the Fund that such shareholder is not subject to backup withholding, or (4) has not certified that such shareholder is a U.S. person (including a U.S. resident alien).

The foregoing discussion summarizes some of the consequences under current federal tax law of an investment in the Funds. It is not a substitute for personal tax advice. Consult your personal tax advisor about the potential tax consequences of an investment in the Funds under all applicable tax laws.

GENERAL INFORMATION

The Trust was organized as a Massachusetts business trust on June 12, 1998. If shareholders of any Fund are required to vote on any matters, shareholders are entitled to one vote for each Share they own. Annual meetings of shareholders will not be held except as required by the 1940 Act and other applicable law. See the SAI for more information concerning the Trust’s form of organization.

Precise in a world that isn’t. SM 147

The Trust has received exemptive relief from Section 12(d)(1) to allow registered investment companies to invest in the Funds beyond the limits set forth in Section 12(d)(1), subject to certain terms and conditions as set forth in an SEC exemptive order issued to the Trust, including that such investment companies enter into an agreement with the Trust.

From time to time, a Fund may advertise yield and total return figures. Yield is a historical measure of dividend income, and total return is a measure of past dividend income (assuming that it has been reinvested) plus capital appreciation. Neither yield nor total return should be used to predict the future performance of a Fund.

Morgan, Lewis & Bockius LLP serves as counsel to the Trust, including the Funds. Ernst & Young LLP serves as the independent registered public accounting firm and will audit the Funds’ financial statements annually.

PREMIUM/DISCOUNT INFORMATION

Information regarding how often the Shares of each Fund traded on the Exchange at a price above (i.e., at a premium) or below (i.e., at a discount) the net asset value of the Fund during the past calendar year can be found at http://www.spdrs.com.

FINANCIAL HIGHLIGHTS

The financial highlights on the following pages are intended to help you understand each Fund’s financial performance for the past five fiscal years or, if shorter, the period since each Fund’s inception. Certain information reflects the performance results for a single Fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in each Fund (assuming reinvestment of all dividends and distributions). This information has been audited by Ernst & Young LLP, the Trust’s independent registered public accounting firm, whose report, along with each Fund’s financial highlights and financial statements, is included in the 2011 Annual Report to shareholders of each of the Funds, which is available upon request. Funds that do not have information set forth below had not commenced operations as of June 30, 2011.

148 Precise in a world that isn’t. SM

FINANCIAL HIGHLIGHTS — (Continued)
Selected data for a share outstanding throughout each period


	SPDR Dow Jones Total Market ETF															SPDR Dow Jones Large Cap ETF															SPDR S&P 500 Growth ETF
	Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	6/30/11			6/30/10			6/30/09			6/30/08			6/30/07			6/30/11			6/30/10			6/30/09			6/30/08			6/30/07			6/30/11			6/30/10			6/30/09			6/30/08			6/30/07

Net asset value, beginning of period	$	76.77		$	67.33		$	93.41		$	108.50		$	91.82		$	48.17		$	42.69		$	59.55		$	68.91		$	58.17		$	45.21		$	39.70		$	54.02		$	57.36		$	49.05

Income (loss) from investment operations:
Net investment income (loss)		1.59	(1)		1.41	(1)		1.66	(1)		1.74			1.61			1.04	(1)		0.93	(1)		1.09	(1)		1.18			1.11			0.67	(1)		0.39	(1)		0.52	(1)		0.44			0.47
Net realized and unrealized gain (loss) (2)		22.46			9.36			(26.18	)		(15.07	)		16.69			13.92			5.38			(17.02	)		(9.26	)		10.74			14.96			5.52			(14.31	)		(3.33	)		8.32

Total from investment operations		24.05			10.77			(24.52	)		(13.33	)		18.30			14.96			6.31			(15.93	)		(8.08	)		11.85			15.63			5.91			(13.79	)		(2.89	)		8.79

Net equalization credits and charges (1)		(0.01	)		(0.03	)		0.09			0.03			—			(0.00	)(3)		(0.02	)		0.21			(0.00	)(3)		—			0.00	(3)		—			(0.03	)		0.01			(0.01	)

Distributions to shareholders from:
Net investment income		(1.57	)		(1.30	)		(1.65	)		(1.79	)		(1.62	)		(1.04	)		(0.81	)		(1.14	)		(1.18	)		(1.11	)		(0.66	)		(0.37	)		(0.50	)		(0.46	)		(0.47	)
Net realized gains		—			—			—			—			—			—			—			—			(0.10	)		—			—			—			—			—			—
Return of capital		—			—			—			—			—			—			—			—			—			—			—			(0.03	)		—			—			—

Total distributions		(1.57	)		(1.30	)		(1.65	)		(1.79	)		(1.62	)		(1.04	)		(0.81	)		(1.14	)		(1.28	)		(1.11	)		(0.66	)		(0.40	)		(0.50	)		(0.46	)		(0.47	)

Net asset value, end of period	$	99.24		$	76.77		$	67.33		$	93.41		$	108.50		$	62.09		$	48.17		$	42.69		$	59.55		$	68.91		$	60.18		$	45.21		$	39.70		$	54.02		$	57.36

Total return (4)		31.45	%		15.87	%		(26.18	)%		(12.36	)%		20.06	%		31.17	%		14.67	%		(26.44	)%		(11.84	)%		20.50	%		34.65	%		14.83	%		(25.58	)%		(5.04	)%		17.96	%
Net assets, end of period (in 000’s)	$	193,526		$	157,382		$	158,238		$	126,113		$	130,218		$	37,253		$	33,720		$	38,419		$	8,933		$	10,337		$	192,586		$	167,284		$	154,817		$	289,015		$	223,708
Ratio of expenses to average net assets		0.22	%		0.20	%		0.21	%		0.20	%		0.20	%		0.22	%		0.20	%		0.23	%		0.20	%		0.20	%		0.22	%		0.20	%		0.20	%		0.20	%		0.20	%
Ratio of net investment income (loss) to average net assets		1.73	%		1.76	%		2.42	%		1.74	%		1.62	%		1.80	%		1.84	%		2.63	%		1.80	%		1.69	%		1.22	%		0.83	%		1.27	%		0.81	%		0.92	%
Portfolio turnover rate (5)		2	%		2	%		10	%		1	%		2	%		5	%		5	%		10	%		7	%		4	%		46	%		15	%		32	%		14	%		15	%


(1)		Per share numbers have been calculated using average shares outstanding, which more appropriately presents the per share data for the year.
(2)		Amounts shown in this caption for a share outstanding may not accord with the change in aggregate gains and losses in securities for the fiscal period because of the timing of sales and repurchases of Fund shares in relation to fluctuating market values for the Fund.
(3)		Amount is less than $0.005 per share.
(4)		Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates of each Fund. Broker commission charges are not included in this calculation.
(5)		Portfolio Turnover rate excludes securities received or delivered from in kind processing of creations or redemptions.

150 Precise in a world that isn’t. SM

FINANCIAL HIGHLIGHTS — (Continued)
Selected data for a share outstanding throughout each period


	SPDR S&P 500 Value ETF															SPDR Dow Jones Mid Cap ETF															SPDR S&P 400 Mid Cap Growth ETF
	Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	6/30/11			6/30/10			6/30/09			6/30/08			6/30/07			6/30/11			6/30/10			6/30/09			6/30/08			6/30/07			6/30/11			6/30/10			6/30/09			6/30/08			6/30/07

Net asset value, beginning of period	$	54.02		$	48.38		$	69.18		$	87.77		$	73.15		$	46.60		$	36.78		$	52.05		$	62.63		$	53.16		$	57.07		$	45.20		$	62.82		$	68.88		$	58.22

Income (loss) from investment operations:
Net investment income (loss)		1.51	(1)		1.51	(1)		1.93	(1)		2.37			1.99			0.76	(1)		0.69	(1)		0.74	(1)		0.65			0.78			0.36	(1)		0.30	(1)		0.33	(1)		0.28			0.51
Net realized and unrealized gain (loss) (2)		13.19			5.54			(20.78	)		(18.59	)		14.61			17.65			9.67			(15.32	)		(7.80	)		10.28			25.31			11.84			(17.64	)		(5.01	)		12.17

Total from investment operations		14.70			7.05			(18.85	)		(16.22	)		16.60			18.41			10.36			(14.58	)		(7.15	)		11.06			25.67			12.14			(17.31	)		(4.73	)		12.68

Net equalization credits and charges (1)		0.11			(0.03	)		0.07			(0.09	)		0.02			0.01			0.04			0.06			(0.01	)		—			(0.01	)		0.01			0.01			(0.00	)(3)		—

Distributions to shareholders from:
Net investment income		(1.51	)		(1.38	)		(2.02	)		(2.28	)		(2.00	)		(0.76	)		(0.58	)		(0.75	)		(0.72	)		(0.80	)		(0.35	)		(0.28	)		(0.32	)		(0.29	)		(0.52	)
Net realized gains		—			—			—			—			—			—			—			—			(2.70	)		(0.79	)		—			—			—			(1.04	)		(1.50	)

Total distributions		(1.51	)		(1.38	)		(2.02	)		(2.28	)		(2.00	)		(0.76	)		(0.58	)		(0.75	)		(3.42	)		(1.59	)		(0.35	)		(0.28	)		(0.32	)		(1.33	)		(2.02	)

Net asset value, end of period	$	67.32		$	54.02		$	48.38		$	69.18		$	87.77		$	64.26		$	46.60		$	36.78		$	52.05		$	62.63		$	82.38		$	57.07		$	45.20		$	62.82		$	68.88

Total return (4)		27.58	%		14.39	%		(27.33	)%		(18.85	)%		22.90	%		39.67	%		28.26	%		(27.89	)%		(11.53	)%		21.11	%		45.01	%		26.86	%		(27.51	)%		(6.85	)%		22.22	%
Net assets, end of period (in 000’s)	$	171,718		$	99,985		$	99,221		$	93,428		$	149,247		$	80,329		$	53,585		$	31,260		$	20,820		$	25,054		$	74,140		$	59,923		$	42,939		$	43,977		$	24,106
Ratio of expenses to average net assets		0.22	%		0.20	%		0.21	%		0.20	%		0.20	%		0.27	%		0.26	%		0.30	%		0.25	%		0.25	%		0.28	%		0.26	%		0.28	%		0.25	%		0.25	%
Ratio of net investment income (loss) to average net assets		2.36	%		2.66	%		3.73	%		2.80	%		2.44	%		1.31	%		1.47	%		2.02	%		1.17	%		1.41	%		0.50	%		0.52	%		0.75	%		0.45	%		0.83	%
Portfolio turnover rate (5)		41	%		15	%		36	%		13	%		13	%		23	%		31	%		58	%		45	%		40	%		88	%		45	%		74	%		59	%		55	%


(1)		Per share numbers have been calculated using average shares outstanding, which more appropriately presents the per share data for the year.
(2)		Amounts shown in this caption for a share outstanding may not accord with the change in aggregate gains and losses in securities for the fiscal period because of the timing of sales and repurchases of Fund shares in relation to fluctuating market values for the Fund.
(3)		Amount is less than $0.005 per share.
(4)		Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates of each Fund. Broker commission charges are not included in this calculation.
(5)		Portfolio Turnover rate excludes securities received or delivered from in kind processing of creations or redemptions.

152 Precise in a world that isn’t. SM

FINANCIAL HIGHLIGHTS — (Continued)
Selected data for a share outstanding throughout each period


	SPDR S&P 400 Mid Cap Value ETF															SPDR S&P 600 Small Cap ETF															SPDR S&P 600 Small Cap Growth ETF
	Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	6/30/11			6/30/10			6/30/09			6/30/08			6/30/07			6/30/11			6/30/10			6/30/09			6/30/08			6/30/07			6/30/11			6/30/10			6/30/09			6/30/08			6/30/07

Net asset value, beginning of period	$	44.81		$	35.29		$	50.34		$	63.10		$	54.63		$	51.57		$	41.18		$	55.27		$	66.57		$	58.03		$	82.62		$	67.19		$	90.65		$	104.00		$	87.11

Income (loss) from investment operations:
Net investment income (loss)		1.05	(1)		1.17	(1)		1.30	(1)		1.28			1.28			0.70	(1)		0.67	(1)		0.86	(1)		0.69			0.89			0.61	(1)		0.26	(1)		0.56	(1)		0.42			0.20
Net realized and unrealized gain (loss) (2)		12.42			9.32			(14.89	)		(12.58	)		9.32			19.03			10.28			(14.20	)		(11.19	)		9.78			38.10			15.35			(23.51	)		(11.83	)		16.88

Total from investment operations		13.47			10.49			(13.59	)		(11.30	)		10.60			19.73			10.95			(13.34	)		(10.50	)		10.67			38.71			15.61			(22.95	)		(11.41	)		17.08

Net equalization credits and charges (1)		(0.03	)		0.08			(0.09	)		(0.10	)		(0.01	)		(0.01	)		0.01			0.06			0.04			—			(0.00	)(3)		(0.00	)(3)		0.04			(0.00	)(3)		—

Distributions to shareholders from:
Net investment income		(1.07	)		(0.85	)		(1.37	)		(1.36	)		(1.29	)		(0.71	)		(0.57	)		(0.81	)		(0.84	)		(0.99	)		(0.57	)		(0.18	)		(0.55	)		(0.45	)		(0.19	)
Net realized gains		—			—			—			—			(0.83	)		(0.04	)		—			—			—			(1.14	)		—			—			—			(1.49	)		—
Return of capital		—			(0.20	)		—			—			—			—			—			—			—			—			—			—			—			—			—

Total distributions		(1.07	)		(1.05	)		(1.37	)		(1.36	)		(2.12	)		(0.75	)		(0.57	)		(0.81	)		(0.84	)		(2.13	)		(0.57	)		(0.18	)		(0.55	)		(1.94	)		(0.19	)

Voluntary contribution from Adviser		—			—			—			—			—			—			—			—			—			—			0.16			—			—			—			—

Net asset value, end of period	$	57.18		$	44.81		$	35.29		$	50.34		$	63.10		$	70.54		$	51.57		$	41.18		$	55.27		$	66.57		$	120.92		$	82.62		$	67.19		$	90.65		$	104.00

Total return (5)		30.15	%		29.92	%		(27.27	)%		(18.18	)%		19.68	%		38.37	%		26.57	%		(23.98	)%		(15.76	)%		18.70	%		47.08	%(4)		23.22	%		(25.21	)%		(11.01	)%		19.63	%
Net assets, end of period (in 000’s)	$	22,871		$	20,164		$	8,823		$	10,068		$	18,929		$	77,593		$	51,570		$	22,651		$	13,817		$	9,985		$	187,432		$	123,946		$	94,077		$	86,129		$	88,408
Ratio of expenses to average net assets		0.28	%		0.26	%		0.34	%		0.25	%		0.25	%		0.24	%		0.26	%		0.32	%		0.25	%		0.25	%		0.27	%		0.25	%		0.26	%		0.25	%		0.25	%
Ratio of net investment income (loss) to average net assets		2.00	%		2.56	%		3.52	%		2.18	%		2.10	%		1.11	%		1.27	%		2.16	%		1.34	%		1.18	%		0.58	%		0.31	%		0.88	%		0.46	%		0.22	%
Portfolio turnover rate (6)		82	%		50	%		73	%		51	%		45	%		82	%		20	%		28	%		24	%		16	%		102	%		34	%		42	%		38	%		25	%


(1)		Per share numbers have been calculated using average shares outstanding, which more appropriately presents the per share data for the year.
(2)		Amounts shown in this caption for a share outstanding may not accord with the change in aggregate gains and losses in securities for the fiscal period because of the timing of sales and repurchases of Fund shares in relation to fluctuating market values for the Fund.
(3)		Amount is less than $0.005 per share.
(4)		If the Adviser had not made a voluntary contribution during the Year Ended 6/30/11, the total return would have been 46.88%.
(5)		Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates of each Fund. Broker commission charges are not included in this calculation.
(6)		Portfolio Turnover rate excludes securities received or delivered from in kind processing of creations or redemptions.

154 Precise in a world that isn’t. SM

FINANCIAL HIGHLIGHTS — (Continued)
Selected data for a share outstanding throughout each period


	SPDR S&P 600 Small Cap Value ETF															SPDR Global Dow ETF															SPDR Dow Jones REIT ETF
	Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	6/30/11			6/30/10			6/30/09			6/30/08			6/30/07			6/30/11			6/30/10			6/30/09			6/30/08			6/30/07			6/30/11			6/30/10			6/30/09			6/30/08			6/30/07

Net asset value, beginning of period	$	55.88		$	43.64		$	57.92		$	75.01		$	65.35		$	48.39		$	47.27		$	66.79		$	79.11		$	66.98		$	51.05		$	34.00		$	65.40		$	80.93		$	75.98

Income (loss) from investment operations:
Net investment income (loss)		1.03	(1)		1.30	(1)		1.52	(1)		1.25			1.62			1.54	(1)		1.33	(1)		1.64	(1)		1.89			1.67			1.47	(1)		1.39	(1)		1.91	(1)		2.43			2.57
Net realized and unrealized gain (loss) (2)		15.55			11.96			(14.33	)		(16.50	)		9.76			10.91			1.21			(19.47	)		(12.28	)		12.11			15.98			17.37			(31.15	)		(14.86	)		6.27

Total from investment operations		16.58			13.26			(12.81	)		(15.25	)		11.38			12.45			2.54			(17.83	)		(10.39	)		13.78			17.45			18.76			(29.24	)		(12.43	)		8.84

Net equalization credits and charges (1)		(0.07	)		0.06			(0.02	)		0.01			0.02			0.07			0.01			(0.09	)		0.03			—			0.02			0.01			0.11			0.16			(0.02	)

Distributions to shareholders from:
Net investment income		(1.10	)		(1.08	)		(1.28	)		(1.56	)		(1.73	)		(1.41	)		(1.43	)		(1.60	)		(1.96	)		(1.65	)		(1.93	)		(1.72	)		(2.27	)		(3.26	)		(3.33	)
Net realized gains		—			—			(0.17	)		(0.29	)		(0.01	)		—			—			—			—			—			—			—			—			—			(0.54	)

Total distributions		(1.10	)		(1.08	)		(1.45	)		(1.85	)		(1.74	)		(1.41	)		(1.43	)		(1.60	)		(1.96	)		(1.65	)		(1.93	)		(1.72	)		(2.27	)		(3.26	)		(3.87	)

Net asset value, end of period	$	71.29		$	55.88		$	43.64		$	57.92		$	75.01		$	59.50		$	48.39		$	47.27		$	66.79		$	79.11		$	66.59		$	51.05		$	34.00		$	65.40		$	80.93

Total return (3)		29.68	%		30.49	%		(22.20	)%		(20.46	)%		17.64	%		25.99	%		5.10	%		(26.89	)%		(13.28	)%		20.72	%		34.55	%		55.42	%		(44.96	)%		(15.41	)%		11.43	%
Net assets, end of period (in 000’s)	$	124,849		$	142,564		$	69,885		$	89,856		$	120,090		$	148,786		$	79,871		$	70,923		$	163,654		$	170,108		$	1,557,086		$	1,137,458		$	908,890		$	1,289,796		$	1,247,893
Ratio of expenses to average net assets		0.27	%		0.26	%		0.27	%		0.25	%		0.25	%		0.52	%		0.50	%		0.51	%		0.50	%		0.51	%		0.26	%		0.25	%		0.25	%		(0.25	)%		0.25	%
Ratio of net investment income (loss) to average net assets		1.56	%		2.29	%		3.32	%		2.12	%		2.27	%		2.66	%		2.45	%		3.20	%		2.55	%		2.33	%		2.40	%		2.94	%		4.58	%		2.79	%		2.95	%
Portfolio turnover rate (4)		88	%		35	%		38	%		28	%		23	%		108	%		6	%		10	%		15	%		9	%		10	%		10	%		15	%		14	%		16	%


(1)		Per share numbers have been calculated using average shares outstanding, which more appropriately presents the per share data for the year.
(2)		Amounts shown in this caption for a share outstanding may not accord with the change in aggregate gains and losses in securities for the fiscal period because of the timing of sales and repurchases of Fund shares in relation to fluctuating market values for the Fund.
(3)		Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates of each Fund. Broker commission charges are not included in this calculation.
(4)		Portfolio Turnover rate excludes securities received or delivered from in kind processing of creations or redemptions.

156 Precise in a world that isn’t. SM

FINANCIAL HIGHLIGHTS — (Continued)
Selected data for a share outstanding throughout each period


	SPDR S&P Bank ETF															SPDR S&P Capital Markets ETF															SPDR S&P Insurance ETF
	(formerly, SPDR KBW Bank ETF)															(formerly, SPDR KBW Capital Markets ETF)															(formerly, SPDR KBW Insurance ETF)
	Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	6/30/11			6/30/10			6/30/09			6/30/08			6/30/07			6/30/11			6/30/10			6/30/09			6/30/08			6/30/07			6/30/11			6/30/10			6/30/09			6/30/08			6/30/07

Net asset value, beginning of period	$	22.90		$	18.08		$	28.58		$	55.44		$	53.73		$	31.10		$	33.41		$	45.12		$	68.80		$	56.18		$	35.26		$	26.52		$	40.89		$	59.41		$	51.22

Income (loss) from investment operations:
Net investment income (loss)		0.23	(1)		0.18	(1)		0.94	(1)		1.60			2.54			0.73	(1)		0.22	(1)		0.52	(1)		0.53	(1)		0.41			0.67	(1)		0.54	(1)		0.67	(1)		1.02	(1)		0.76
Net realized and unrealized gain (loss) (2)		1.08			4.80			(10.67	)		(27.35	)		1.64			4.36			(2.26	)		(11.79	)		(23.68	)		12.60			6.49			8.67			(14.55	)		(18.56	)		8.17

Total from investment operations		1.31			4.98			(9.73	)		(25.75	)		4.18			5.09			(2.04	)		(11.27	)		(23.15	)		13.01			7.16			9.21			(13.88	)		(17.54	)		8.93

Net equalization credits and charges (1)		(0.01	)		—			0.03			0.66			0.30			(0.07	)		(0.01	)		(0.03	)		0.10			(0.04	)		0.03			(0.02	)		0.14			0.12			(0.02	)

Distributions to shareholders from:
Net investment income		(0.20	)		(0.16	)		(0.80	)		(1.77	)		(2.77	)		(0.67	)		(0.24	)		(0.41	)		(0.63	)		(0.35	)		(0.72	)		(0.45	)		(0.63	)		(1.10	)		(0.72	)
Return of capital		—			—			—			—			—			—			(0.02	)		—			—			—			—			—			—			—			—

Total distributions		(0.20	)		(0.16	)		(0.80	)		(1.77	)		(2.77	)		(0.67	)		(0.26	)		(0.41	)		(0.63	)		(0.35	)		(0.72	)		(0.45	)		(0.63	)		(1.10	)		(0.72	)

Net asset value, end of period	$	24.00		$	22.90		$	18.08		$	28.58		$	55.44		$	35.45		$	31.10		$	33.41		$	45.12		$	68.80		$	41.73		$	35.26		$	26.52		$	40.89		$	59.41

Total return (3)		5.63	%		27.55	%		(34.54	)%		(46.07	)%		8.28	%		16.04	%		(6.28	)%		(24.98	)%		(33.71	)%		23.14	%		20.35	%		34.65	%		(33.69	)%		(29.67	)%		17.46	%
Net assets, end of period (in 000’s)	$	1,684,658		$	746,684		$	821,694		$	883,280		$	72,068		$	69,127		$	51,307		$	80,188		$	117,300		$	86,003		$	214,897		$	163,972		$	139,205		$	63,374		$	59,413
Ratio of expenses to average net assets		0.36	%		0.35	%		0.35	%		0.35	%		0.35	%		0.38	%		0.35	%		0.36	%		0.35	%		0.35	%		0.37	%		0.35	%		0.35	%		0.35	%		0.35	%
Ratio of net investment income (loss) to average net assets		0.92	%		0.79	%		4.29	%		4.46	%		2.93	%		2.00	%		0.60	%		1.65	%		0.89	%		0.52	%		1.62	%		1.49	%		2.56	%		1.99	%		1.32	%
Portfolio turnover rate (4)		16	%		18	%		51	%		23	%		8	%		14	%		9	%		52	%		52	%		96	%		9	%		14	%		53	%		18	%		6	%


(1)		Per share numbers have been calculated using average shares outstanding, which more appropriately presents the per share data for the year.
(2)		Amounts shown in this caption for a share outstanding may not accord with the change in aggregate gains and losses in securities for the fiscal period because of the timing of sales and repurchases of Fund shares in relation to fluctuating market values for the Fund.
(3)		Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates of each Fund. Broker commission charges are not included in this calculation.
(4)		Portfolio Turnover rate excludes securities received or delivered from in kind processing of creations or redemptions.

158 Precise in a world that isn’t. SM

FINANCIAL HIGHLIGHTS — (Continued)
Selected data for a share outstanding throughout each period


	SPDR S&P Mortgage Finance ETF									SPDR S&P Regional Banking ETF
	(formerly, SPDR KBW Mortgage Finance ETF)									(formerly, SPDR KBW Regional Banking ETF)															SPDR Morgan Stanley Technology ETF
							For the Period
	Year Ended			Year Ended			*4/29/09-**			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	6/30/11			6/30/10			6/30/09			6/30/11			6/30/10			6/30/09			6/30/08			6/30/07			6/30/11			6/30/10			6/30/09			6/30/08			6/30/07

Net asset value, beginning of period	$	39.15		$	36.18		$	41.19		$	23.05		$	18.31		$	26.56		$	45.90		$	48.33		$	51.32		$	44.96		$	55.15		$	61.90		$	49.11

Income (loss) from investment operations:
Net investment income (loss)		0.80	(1)		0.78	(1)		0.15	(1)		0.37	(1)		0.40	(1)		0.94	(1)		1.43			1.84			0.36	(1)		0.23	(1)		0.23	(1)		0.15			0.05
Net realized and unrealized gain (loss) (2)		(0.40	)		3.18			(5.02	)		2.42			4.66			(8.04	)		(18.58	)		(2.40	)		14.15			6.39			(10.18	)		(6.74	)		12.80

Total from investment operations		0.40			3.96			(4.87	)		2.79			5.06			(7.10	)		(17.15	)		(0.56	)		14.51			6.62			(9.95	)		(6.59	)		12.85

Net equalization credits and charges (1)		(0.01	)		(0.06	)		0.04			(0.02	)		0.01			0.07			(0.60	)		(0.43	)		(0.01	)		(0.03	)		(0.00	)(3)		(0.01	)		(0.00	)(3)

Distributions to shareholders from:
Net investment income		(0.92	)		(0.73	)		(0.18	)		(0.37	)		(0.33	)		(1.22	)		(1.59	)		(1.44	)		(0.39	)		(0.23	)		(0.24	)		(0.15	)		(0.05	)
Net realized gains		(0.24	)		(0.20	)		—			—			—			—			—			—			—			—			—			—			—
Return of capital		—			—			—			—			—			—			—			—			—			—			—			—			(0.01	)

Total distributions		(1.16	)		(0.93	)		(0.18	)		(0.37	)		(0.33	)		(1.22	)		(1.59	)		(1.44	)		(0.39	)		(0.23	)		(0.24	)		(0.15	)		(0.06	)

Net asset value, end of period	$	38.38		$	39.15		$	36.18		$	25.45		$	23.05		$	18.31		$	26.56		$	45.90		$	65.43		$	51.32		$	44.96		$	55.15		$	61.90

Total return (4)		0.77	%		10.67	%		(11.73	)%		12.00	%		27.70	%		(27.94	)%		(39.51	)%		(2.16	)%		28.27	%		14.62	%		(17.97	)%		(10.67	)%		26.19	%
Net assets, end of period (in 000’s)	$	3,838		$	3,915		$	5,427		$	558,689		$	703,213		$	434,937		$	709,284		$	128,523		$	206,119		$	182,188		$	197,818		$	228,870		$	188,811
Ratio of expenses to average net assets		0.36	%		0.35	%		0.35	%(5)		0.36	%		0.35	%		0.35	%		0.35	%		0.36	%		0.53	%		0.50	%		0.50	%		0.50	%		0.50	%
Ratio of net investment income (loss) to average net assets		1.95	%		1.84	%		2.38	%(5)		1.50	%		1.72	%		3.68	%		4.04	%		2.16	%		0.57	%		0.42	%		0.56	%		0.26	%		0.09	%
Portfolio turnover rate (6)		35	%		27	%		5	%		13	%		23	%		51	%		35	%		39	%		10	%		17	%		19	%		24	%		22	%


*		Commencement of operations
(1)		Per share numbers have been calculated using average shares outstanding, which more appropriately presents the per share data for the year.
(2)		Amounts shown in this caption for a share outstanding may not accord with the change in aggregate gains and losses in securities for the fiscal period because of the timing of sales and repurchases of Fund shares in relation to fluctuating market values for the Fund.
(3)		Amount is less than $0.005 per share.
(4)		Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates of each Fund. Total return for periods of less than one year is not annualized. Broker commission charges are not included in this calculation.
(5)		Annualized.
(6)		Portfolio Turnover rate excludes securities received or delivered from in kind processing of creations or redemptions.

160 Precise in a world that isn’t. SM

FINANCIAL HIGHLIGHTS — (Continued)
Selected data for a share outstanding throughout each period


																															SPDR S&P
																															Health Care
	SPDR S&P Dividend ETF															SPDR S&P Biotech ETF															Equipment ETF
																															For the Period
	Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			*1/26/11-**
	6/30/11			6/30/10			6/30/09			6/30/08			6/30/07			6/30/11			6/30/10			6/30/09			6/30/08			6/30/07			6/30/11

Net asset value, beginning of period	$	45.13		$	37.96		$	44.30		$	62.57		$	55.70		$	51.82		$	50.71		$	57.47		$	50.93		$	45.90		$	50.37

Income (loss) from investment operations:
Net investment income (loss)		1.73	(1)		1.71	(1)		1.97	(1)		2.19	(1)		1.75			(0.20	)(1)		(0.12	)(1)		0.44	(1)		0.66			0.18			0.03	(1)
Net realized and unrealized gain (loss) (2)		8.80			6.97			(6.47	)		(17.49	)		6.87			21.42			1.23			(7.23	)		6.59			5.04			4.72

Total from investment operations		10.53			8.68			(4.50	)		(15.30	)		8.62			21.22			1.11			(6.79	)		7.25			5.22			4.75

Net equalization credits and charges (1)		0.14			0.15			0.16			0.02			0.12			(0.01	)		0.00	(3)		0.00	(3)		(0.02	)		(0.05	)		0.00	(3)

Distributions to shareholders from:
Net investment income		(1.74	)		(1.57	)		(2.00	)		(2.19	)		(1.87	)		—			—			(0.16	)		(0.69	)		(0.14	)		(0.02	)
Net realized gains		—			—			—			(0.80	)		—			—			—			—			—			—			—
Return of capital		—			(0.09	)		—			—			—			—			—			—			—			—			—

Total distributions		(1.74	)		(1.66	)		(2.00	)		(2.99	)		(1.87	)		—			—			(0.16	)		(0.69	)		(0.14	)		(0.02	)

Voluntary contribution from Adviser		—			—			—			—			—			—			—			0.19			—			—			—

Net asset value, end of period	$	54.06		$	45.13		$	37.96		$	44.30		$	62.57		$	73.03		$	51.82		$	50.71		$	57.47		$	50.93		$	55.10

Total return (5)		23.82	%		23.25	%		(10.06	)%		(25.05	)%		15.78	%		40.92	%		2.20	%		(11.46	)%(4)		14.15	%		11.26	%		9.43	%
Net assets, end of period (in 000’s)	$	5,982,242		$	1,949,711		$	658,655		$	230,378		$	275,319		$	642,639		$	450,860		$	428,508		$	264,342		$	106,957		$	19,284
Ratio of expenses to average net assets		0.36	%		0.35	%		0.35	%		0.35	%		0.34	%		0.37	%		0.35	%		0.35	%		0.35	%		0.35	%		0.35	%(6)
Ratio of expenses to average net assets before waivers		—	%		—	%		—	%		—	%		0.35	%		—	%		—	%		—	%		—	%		—	%		—	%
Ratio of net investment income (loss) to average net assets		3.31	%		3.70	%		5.10	%		3.92	%		3.11	%		(0.31	)%		(0.23	)%		0.83	%		1.48	%		0.51	%		0.12	%(6)
Portfolio turnover rate (7)		52	%		44	%		105	%		48	%		41	%		74	%		80	%		78	%		79	%		74	%		21	%


*		Commencement of operations
(1)		Per share numbers have been calculated using average shares outstanding, which more appropriately presents the per share data for the year.
(2)		Amounts shown in this caption for a share outstanding may not accord with the change in aggregate gains and losses in securities for the fiscal period because of the timing of sales and repurchases of Fund shares in relation to fluctuating market values for the Fund.
(3)		Amount is less than $0.005 per share.
(4)		If the Adviser had not made a voluntary contribution during the Year Ended 6/30/09, the total return would have been (11.79)%.
(5)		Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates of each Fund. Total return for periods of less than one year is not annualized. Broker commission charges are not included in this calculation.
(6)		Annualized.
(7)		Portfolio Turnover rate excludes securities received or delivered from in kind processing of creations or redemptions.

162 Precise in a world that isn’t. SM

FINANCIAL HIGHLIGHTS — (Continued)
Selected data for a share outstanding throughout each period


	SPDR S&P Homebuilders ETF															SPDR S&P Metals & Mining ETF															SPDR S&P Oil & Gas Equipment & Services ETF
	Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	6/30/11			6/30/10			6/30/09			6/30/08			6/30/07			6/30/11			6/30/10			6/30/09			6/30/08			6/30/07			6/30/11			6/30/10			6/30/09			6/30/08			6/30/07

Net asset value, beginning of period	$	14.32		$	11.77		$	16.53		$	30.37		$	33.86		$	45.67		$	37.07		$	94.16		$	62.63		$	50.08		$	25.04		$	21.76		$	50.90		$	36.90		$	31.07

Income (loss) from investment operations:
Net investment income (loss)		0.13	(1)		0.13	(1)		0.24	(1)		0.36			0.28			0.40	(1)		0.38	(1)		0.55	(1)		0.39			0.39			0.28	(1)		0.16	(1)		0.18	(1)		0.11			0.08
Net realized and unrealized gain (loss) (2)		3.93			2.55			(4.72	)		(13.82	)		(3.49	)		23.76			8.59			(57.11	)		31.54			12.55			16.44			3.27			(29.14	)		14.11			5.83

Total from investment operations		4.06			2.68			(4.48	)		(13.46	)		(3.21	)		24.16			8.97			(56.56	)		31.93			12.94			16.72			3.43			(28.96	)		14.22			5.91

Net equalization credits and charges (1)		0.01			(0.01	)		0.01			(0.06	)		0.01			(0.01	)		(0.02	)		0.04			—			(0.03	)		0.02			(0.00	)(3)		(0.00	)(3)		(0.00	)(3)		(0.00	)(3)

Distributions to shareholders from:
Net investment income		(0.34	)		(0.12	)		(0.29	)		(0.32	)		(0.29	)		(0.42	)		(0.35	)		(0.57	)		(0.40	)		(0.36	)		(0.30	)		(0.15	)		(0.18	)		(0.12	)		(0.08	)
Net realized gains		—			—			—			—			—			—			—			—			—			—			—			—			—			(0.10	)		—

Total distributions		(0.34	)		(0.12	)		(0.29	)		(0.32	)		(0.29	)		(0.42	)		(0.35	)		(0.57	)		(0.40	)		(0.36	)		(0.30	)		(0.15	)		(0.18	)		(0.22	)		(0.08	)

Net asset value, end of period	$	18.05		$	14.32		$	11.77		$	16.53		$	30.37		$	69.40		$	45.67		$	37.07		$	94.16		$	62.63		$	41.48		$	25.04		$	21.76		$	50.90		$	36.90

Total return (4)		28.59	%		22.61	%		(27.30	)%		(44.63	)%		(9.51	)%		52.93	%		24.08	%		(59.95	)%		51.22	%		25.93	%		67.00	%		15.71	%		(56.87	)%		38.61	%		19.08	%
Net assets, end of period (in 000’s)	$	774,381		$	700,790		$	556,111		$	535,553		$	331,067		$	1,131,189		$	698,812		$	602,423		$	819,193		$	203,540		$	489,450		$	249,145		$	199,101		$	279,948		$	143,927
Ratio of expenses to average net assets		0.37	%		0.35	%		0.35	%		0.35	%		0.35	%		0.36	%		0.35	%		0.35	%		0.35	%		0.35	%		0.37	%		0.35	%		0.35	%		0.36	%		0.35	%
Ratio of net investment income (loss) to average net assets		0.78	%		0.84	%		1.84	%		1.80	%		0.64	%		0.63	%		0.78	%		1.43	%		0.59	%		0.70	%		0.77	%		0.56	%		0.75	%		0.28	%		0.36	%
Portfolio turnover rate (5)		38	%		48	%		82	%		76	%		16	%		68	%		43	%		68	%		59	%		31	%		96	%		39	%		42	%		51	%		43	%


(1)		Per share numbers have been calculated using average shares outstanding, which more appropriately presents the per share data for the year.
(2)		Amounts shown in this caption for a share outstanding may not accord with the change in aggregate gains and losses in securities for the fiscal period because of the timing of sales and repurchases of Fund shares in relation to fluctuating market values for the Fund.
(3)		Amount is less than $0.005 per share.
(4)		Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates of each Fund. Broker commission charges are not included in this calculation.
(5)		Portfolio Turnover rate excludes securities received or delivered from in kind processing of creations or redemptions.

164 Precise in a world that isn’t. SM

FINANCIAL HIGHLIGHTS — (Continued)
Selected data for a share outstanding throughout each period


	SPDR S&P Oil & Gas Exploration & Production ETF															SPDR S&P Pharmaceuticals ETF															SPDR S&P Retail ETF
	Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	6/30/11			6/30/10			6/30/09			6/30/08			6/30/07			6/30/11			6/30/10			6/30/09			6/30/08			6/30/07			6/30/11			6/30/10			6/30/09			6/30/08			6/30/07

Net asset value, beginning of period	$	39.02		$	31.67		$	70.10		$	45.93		$	39.12		$	38.66		$	30.00		$	31.08		$	35.57		$	31.88		$	35.65		$	27.70		$	29.26		$	43.54		$	37.61

Income (loss) from investment operations:
Net investment income (loss)		0.48	(1)		0.24	(1)		0.29	(1)		0.13			0.10			0.44	(1)		0.38	(1)		0.45	(1)		0.32	(1)		0.38			0.46	(1)		0.36	(1)		0.40	(1)		0.37			0.11
Net realized and unrealized gain (loss) (2)		19.76			7.38			(38.46	)		24.16			6.81			12.40			8.56			(1.07	)		(4.51	)		3.80			17.69			8.30			(1.70	)		(14.39	)		5.93

Total from investment operations		20.24			7.62			(38.17	)		24.29			6.91			12.84			8.94			(0.62	)		(4.19	)		4.18			18.15			8.66			(1.30	)		(14.02	)		6.04

Net equalization credits and charges (1)		(0.01	)		(0.04	)		0.02			0.02			(0.00	)(3)		0.00	(3)		0.04			0.03			0.03			—			0.14			(0.16	)		(0.01	)		(0.09	)		0.02

Distributions to shareholders from:
Net investment income		(0.48	)		(0.23	)		(0.28	)		(0.14	)		(0.10	)		(0.41	)		(0.32	)		(0.44	)		(0.33	)		(0.38	)		(0.46	)		(0.55	)		(0.43	)		(0.31	)		(0.13	)
Net realized gains		—			—			—			—			—			(0.20	)		—			(0.05	)		—			(0.11	)		—			—			—			—			—

Total distributions		(0.48	)		(0.23	)		(0.28	)		(0.14	)		(0.10	)		(0.61	)		(0.32	)		(0.49	)		(0.33	)		(0.49	)		(0.46	)		(0.55	)		(0.43	)		(0.31	)		(0.13	)

Voluntary contribution from Adviser		—			—			—			—			—			—			—			—			—			—			—			0.00	(3)		0.18			0.14			—

Net asset value, end of period	$	58.77		$	39.02		$	31.67		$	70.10		$	45.93		$	50.89		$	38.66		$	30.00		$	31.08		$	35.57		$	53.48		$	35.65		$	27.70		$	29.26		$	43.54

Total return (5)		51.84	%		23.92	%		(54.44	)%		52.99	%		17.68	%		33.35	%		30.00	%		(1.89	)%		(11.73	)%		13.17	%		51.46	%		30.67	%(4)		(3.61	)%(4)		(32.11	)%(4)		16.12	%
Net assets, end of period (in 000’s)	$	593,571		$	536,504		$	280,282		$	311,952		$	39,041		$	244,298		$	143,064		$	40,499		$	9,328		$	8,897		$	548,165		$	689,757		$	1,018,007		$	263,380		$	134,978
Ratio of expenses to average net assets		0.36	%		0.35	%		0.35	%		0.35	%		0.35	%		0.36	%		0.36	%		0.36	%		0.35	%		0.35	%		0.36	%		0.35	%		0.35	%		0.35	%		0.35	%
Ratio of net investment income (loss) to average net assets		0.92	%		0.60	%		0.82	%		0.28	%		0.23	%		0.96	%		1.00	%		1.59	%		0.97	%		0.95	%		1.01	%		0.99	%		1.61	%		1.40	%		0.35	%
Portfolio turnover rate (6)		87	%		33	%		45	%		44	%		48	%		50	%		47	%		80	%		50	%		23	%		69	%		26	%		69	%		50	%		71	%


(1)		Per share numbers have been calculated using average shares outstanding, which more appropriately presents the per share data for the year.
(2)		Amounts shown in this caption for a share outstanding may not accord with the change in aggregate gains and losses in securities for the fiscal period because of the timing of sales and repurchases of Fund shares in relation to fluctuating market values for the Fund.
(3)		Amount is less than $0.005 per share.
(4)		If the Adviser had not made a voluntary contribution during the Year Ended 6/30/10, the total return would have decreased by less than 0.005%. If the Adviser had not made a voluntary contribution during the Year Ended 6/30/09, the total return would have been (3.62)%. If the Adviser had not made a voluntary contribution during the Year Ended 6/30/08, the total return would have been (32.44)%.
(5)		Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates of each Fund. Broker commission charges are not included in this calculation.
(6)		Portfolio Turnover rate excludes securities received or delivered from in kind processing of creations or redemptions.

166 Precise in a world that isn’t. SM

FINANCIAL HIGHLIGHTS — (Continued)
Selected data for a share outstanding throughout each period


																SPDR S&P			SPDR S&P
	SPDR S&P Semiconductor ETF															Telecom ETF			Transportation ETF			SPDR Wells Fargo Preferred Stock ETF
																For the Period			For the Period						For the Period
	Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			*1/26/11-**			*1/26/11-**			Year Ended			*9/16/09-**
	6/30/11			6/30/10			6/30/09			6/30/08			6/30/07			6/30/11			6/30/11			6/30/11			6/30/10

Net asset value, beginning of period	$	41.86		$	33.86		$	41.62		$	53.22		$	47.29		$	51.00		$	50.88		$	42.15		$	40.00

Income (loss) from investment operations:
Net investment income (loss)		0.21	(1)		0.38	(1)		0.35	(1)		0.24			0.16			0.15	(1)		0.09	(1)		2.98	(1)		2.41	(1)
Net realized and unrealized gain (loss) (2)		14.30			8.01			(7.84	)		(11.58	)		5.93			0.45			2.18			3.32			0.95

Total from investment operations		14.51			8.39			(7.49	)		(11.34	)		6.09			0.60			2.27			6.30			3.36

Net equalization credits and charges (1)		(0.02	)		(0.02	)		0.02			0.01			(0.00	)(3)		0.13			0.03			0.22			0.63

Distributions to shareholders from:
Net investment income		(0.33	)		(0.37	)		(0.29	)		(0.27	)		(0.16	)		(0.14	)		(0.08	)		(3.05	)		(1.84	)
Return of capital		—			—			—			—			—			—			(0.02	)		—			—

Total distributions		(0.33	)		(0.37	)		(0.29	)		(0.27	)		(0.16	)		(0.14	)		(0.10	)		(3.05	)		(1.84	)

Net asset value, end of period	$	56.02		$	41.86		$	33.86		$	41.62		$	53.22		$	51.59		$	53.08		$	45.62		$	42.15

Total return (4)		34.66	%		24.66	%		(17.88	)%		(21.30	)%		12.89	%		1.43	%		4.52	%		15.64	%		10.04	%
Net assets, end of period (in 000’s)	$	114,841		$	104,662		$	103,282		$	39,538		$	106,439		$	10,318		$	15,923		$	118,609		$	65,340
Ratio of expenses to average net assets		0.37	%		0.35	%		0.35	%		0.35	%		0.35	%		0.35	%(5)		0.35	%(5)		0.46	%		0.45	%(5)
Ratio of net investment income (loss) to average net assets		0.40	%		0.87	%		1.12	%		0.52	%		0.35	%		0.67	%(5)		0.41	%(5)		6.57	%		7.25	%(5)
Portfolio turnover rate (6)		88	%		19	%		41	%		65	%		52	%		64	%		19	%		26	%		22	%


*		Commencement of operations
(1)		Per share numbers have been calculated using average shares outstanding, which more appropriately presents the per share data for the year.
(2)		Amounts shown in this caption for a share outstanding may not accord with the change in aggregate gains and losses in securities for the fiscal period because of the timing of sales and repurchases of Fund shares in relation to fluctuating market values for the Fund.
(3)		Amount is less than $0.005 per share.
(4)		Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates of each Fund. Total return for periods of less than one year is not annualized. Broker commission charges are not included in this calculation.
(5)		Annualized.
(6)		Portfolio Turnover rate excludes securities received or delivered from in kind processing of creations or redemptions.

168 Precise in a world that isn’t. SM

WHERE TO LEARN MORE ABOUT THE FUNDS

This Prospectus does not contain all the information included in the Registration Statement filed with the SEC with respect to the Funds’ Shares. A SAI and the annual and semi-annual reports to shareholders, each of which have been or will be filed with the SEC, provide more information about the Funds. In the annual report, you will find a discussion of the market conditions and investment strategies that significantly affected each Fund’s performance during the Fund’s last fiscal year, as applicable. The SAI and the financial statements included in the Trust’s annual report to shareholders are incorporated herein by reference (i.e., they are legally part of this Prospectus). These materials may be obtained without charge, upon request, by writing to the Distributor, State Street Global Markets, LLC, State Street Financial Center, One Lincoln Street, Boston, Massachusetts 02111, by visiting the Funds’ website at http://www.spdrs.com or by calling the following number:

INVESTOR INFORMATION: 1-866-787-2257

The Registration Statement, including this Prospectus, the SAI, and the exhibits as well as any shareholder reports may be reviewed and copied at the SEC’s Public Reference Room (100 F Street NE, Washington D.C. 20549) or on the EDGAR Database on the SEC’s website (http://www.sec.gov). Information on the operation of the public reference room may be obtained by calling the SEC at 1-202-942-8090. You may get copies of this and other information after paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing the Public Reference Section of the SEC, Washington, D.C. 20549-0102.

Shareholder inquiries may be directed to the Funds in writing to State Street Global Markets, LLC, State Street Financial Center, One Lincoln Street, Boston, Massachusetts 02111 or by calling the Investor Information number listed above.

No person has been authorized to give any information or to make any representations other than those contained in this Prospectus in connection with the offer of each Fund’s Shares, and, if given or made, the information or representations must not be relied upon as having been authorized by the Trust or the Funds. Neither the delivery of this Prospectus nor any sale of Shares shall under any circumstance imply that the information contained herein is correct as of any date after the date of this Prospectus.

Dealers effecting transactions in the Funds’ Shares, whether or not participating in this distribution, are generally required to deliver a Prospectus. This is in addition to any obligation of dealers to deliver a Prospectus when acting as underwriters.


SPDR SER TR EQTY	The Trust’s Investment Company Act Number is 811-08839.

SPDR^® Series Trust
Prospectus
October 31, 2011

SPDR Barclays Capital 1-3 Month T-Bill ETF (BIL)

SPDR Barclays Capital TIPS ETF (IPE)

SPDR Barclays Capital Short Term Treasury ETF (SST)

SPDR Barclays Capital Intermediate Term Treasury ETF (ITE)

SPDR Barclays Capital Long Term Treasury ETF (TLO)

SPDR Barclays Capital Short Term Corporate Bond ETF (SCPB)

SPDR Barclays Capital Intermediate Term Corporate Bond ETF (ITR)

SPDR Barclays Capital Long Term Corporate Bond ETF (LWC)

SPDR Barclays Capital Issuer Scored Corporate Bond ETF (CBND)

SPDR Barclays Capital Convertible Securities ETF (CWB)

SPDR Barclays Capital Mortgage Backed Bond ETF (MBG)

SPDR Barclays Capital Aggregate Bond ETF (LAG)

SPDR Nuveen Barclays Capital Municipal Bond ETF (TFI)

SPDR Nuveen Barclays Capital California Municipal Bond ETF (CXA)

SPDR Nuveen Barclays Capital New York Municipal Bond ETF (INY)

SPDR Nuveen Barclays Capital Short Term Municipal Bond ETF (SHM)

SPDR Nuveen S&P VRDO Municipal Bond ETF (VRD)

SPDR Nuveen S&P High Yield Municipal Bond ETF (HYMB)

SPDR Nuveen Barclays Capital Build America Bond ETF (BABS)

SPDR DB International Government Inflation-Protected Bond ETF (WIP)

SPDR Barclays Capital Short Term International Treasury
Bond ETF (BWZ)

SPDR Barclays Capital International Treasury Bond ETF (BWX)

SPDR Barclays Capital International Corporate Bond ETF (IBND)

SPDR Barclays Capital Emerging Markets Local Bond ETF (EBND)

SPDR Barclays Capital High Yield Bond ETF (JNK)

Principal U.S. Listing Exchange for each ETF: NYSE Arca, Inc.

Precise in a world that isn’t. SM

Table of Contents


		FUND SUMMARIES


		SPDR Barclays Capital 1-3 Month T-Bill ETF		1


		SPDR Barclays Capital TIPS ETF		5


		SPDR Barclays Capital Short Term Treasury ETF		9


		SPDR Barclays Capital Intermediate Term Treasury ETF		12


		SPDR Barclays Capital Long Term Treasury ETF		16


		SPDR Barclays Capital Short Term Corporate Bond ETF		20


		SPDR Barclays Capital Intermediate Term Corporate Bond ETF		25


		SPDR Barclays Capital Long Term Corporate Bond ETF		30


		SPDR Barclays Capital Issuer Scored Corporate Bond ETF		35


		SPDR Barclays Capital Convertible Securities ETF		39


		SPDR Barclays Capital Mortgage Backed Bond ETF		44


		SPDR Barclays Capital Aggregate Bond ETF		48


		SPDR Nuveen Barclays Capital Municipal Bond ETF		53


		SPDR Nuveen Barclays Capital California Municipal Bond ETF		57


		SPDR Nuveen Barclays Capital New York Municipal Bond ETF		61


		SPDR Nuveen Barclays Capital Short Term Municipal Bond ETF		65


		SPDR Nuveen S&P VRDO Municipal Bond ETF		69


		SPDR Nuveen S&P High Yield Municipal Bond ETF		73


		SPDR Nuveen Barclays Capital Build America Bond ETF		77


		SPDR DB International Government Inflation-Protected Bond ETF		81


		SPDR Barclays Capital Short Term International Treasury Bond ETF		86


		SPDR Barclays Capital International Treasury Bond ETF		91


		SPDR Barclays Capital International Corporate Bond ETF		96


		SPDR Barclays Capital Emerging Markets Local Bond ETF		100


		SPDR Barclays Capital High Yield Bond ETF		104


		ADDITIONAL STRATEGIES		109


		ADDITIONAL RISK INFORMATION		110


		MANAGEMENT		115


		INDEX/TRADEMARK LICENSES/DISCLAIMERS		119


		ADDITIONAL PURCHASE AND SALE INFORMATION		122


		OTHER CONSIDERATIONS		123


		DISTRIBUTIONS		123


		PORTFOLIO HOLDINGS		123


		ADDITIONAL TAX INFORMATION		123


		GENERAL INFORMATION		127


		PREMIUM/DISCOUNT INFORMATION		127


		FINANCIAL HIGHLIGHTS		127


		WHERE TO LEARN MORE ABOUT THE FUNDS		Back Cover

Precise in a world that isn’t.SM

FUND SUMMARIES

SPDR^® Barclays Capital 1-3 Month T-Bill ETF

INVESTMENT OBJECTIVE

The SPDR Barclays Capital 1-3 Month T-Bill ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of an index that tracks the 1-3 month sector of the United States Treasury Bill market.

FEES AND EXPENSES OF THE FUND

annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment):



MANAGEMENT FEES		0.1345%

DISTRIBUTION AND SERVICE (12b-1) FEES (1)		None

OTHER EXPENSES (2)		0.0000%

TOTAL ANNUAL FUND OPERATING EXPENSES (2)		0.1345%


(1)		The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.

(2)		Amounts do not reflect certain other expenses of 0.01% incurred during the prior fiscal year which are not expected to be incurred during the current fiscal year.

example:




YEAR 1	YEAR 3	YEAR 5	YEAR 10

$14	$43	$76	$172

portfolio turnover:

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of Barclays Capital 1-3 Month U.S. Treasury Bill Index (the “Index”), the Fund employs a replication strategy, which means that the Fund typically invests in substantially all of the securities represented in the Index in approximately the same proportions as the Index.

Precise in a world that isn’t. SM 1

Under normal market conditions, the Fund generally invests substantially all, but at least 80%, of its total assets in the securities comprising the Index or in securities that SSgA Funds Management, Inc. (“SSgA FM” or the “Adviser”), the investment adviser to the Fund, determines have economic characteristics that are substantially identical to the economic characteristics of the securities that comprise the Index. The Fund will provide shareholders with at least 60 days notice prior to any material change in this 80% investment policy. In addition, the Fund may invest in debt securities that are not included in the Index, cash and cash equivalents or money market instruments, such as repurchase agreements and money market funds (including money market funds advised by the Adviser).

The Index is designed to measure the performance of public obligations of the U.S. Treasury that have a remaining maturity of greater than or equal to 1 month and less than 3 months. The Index includes all publicly issued zero-coupon U.S. Treasury Bills that have a remaining maturity of less than 3 months and more than 1 month, are rated investment grade, and have $250 million or more of outstanding face value. In addition, the securities must be denominated in U.S. dollars and must be fixed rate and non-convertible. Excluded from the Index are certain special issues, such as flower bonds, targeted investor notes, state and local government series bonds, inflation protected public obligations of the U.S. Treasury, commonly known as “TIPS,” and coupon issues that have been stripped from bonds included in the Index. The Index is market capitalization weighted and the securities in the Index are updated on the last business day of each month. As of September 30, 2011, there were approximately 9 securities in the Index and the modified adjusted duration of securities in the Index was approximately 0.17 years.

The Index is sponsored by Barclays Capital, Inc. (the “Index Provider”) which is not affiliated with the Fund or the Adviser. The Index Provider determines the composition of the Index, relative weightings of the securities in the Index and publishes information regarding the market value of the Index.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

debt securities investing risk: The value of the debt securities may increase or decrease as a result of the following: market fluctuations, increases in interest rates, inability of issuers to repay principal and interest or illiquidity in debt securities markets; the risk of low rates of return due to reinvestment of securities during periods of falling interest rates or repayment by issuers with higher coupon or interest rates; and/or the risk of low income due to falling interest rates. To the extent that interest rates rise, certain underlying obligations may be paid off substantially slower than originally anticipated and the value of those securities may fall sharply. This may result in a reduction in income from debt securities income.

2 Precise in a world that isn’t. SM

FUND PERFORMANCE

annual total return (years ended 12/31)*


2008			1.77
2009			0.07
2010			0.01

Highest Quarterly Return: 0.70% (Q1 2008)
Lowest Quarterly Return: -0.01% (Q4 2009)

* As of September 30, 2011, the Fund’s Calendar Year-To-Date return was -0.02%.

average annual total returns (for periods ending 12/31/10)


			SINCE INCEPTION
	ONE YEAR		(5/25/07)

RETURN BEFORE TAXES		0.01%		1.23%

RETURN AFTER TAXES ON DISTRIBUTIONS		0.01%		0.83%

RETURN AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES		0.01%		0.82%

BARCLAYS CAPITAL 1-3 MONTH U.S. TREASURY BILL INDEX (reflects no deductions for fees, expenses or taxes)		0.13%		1.32%

PORTFOLIO MANAGEMENT

investment adviser

SSgA FM serves as the investment adviser to the Fund.

portfolio managers

The professionals primarily responsible for the day-to-day management of the Fund are Todd Bean, Steve Meier and Jeff St. Peters.

todd bean is a Vice President of SSgA FM and a Senior Portfolio Manager in the firm’s U.S. Cash Management Group. He joined the Adviser in 2004.

steve meier, cfa, frm, is an Executive Vice President of SSgA FM and is the Global Cash CIO responsible for cash investment strategies. He joined the Adviser in 2003.

jeff st. peters is a Managing Director of SSgA FM and a Senior Portfolio Manager within the Global Cash Management division. He joined the Adviser in 2001.

Precise in a world that isn’t. SM 3

PURCHASE AND SALE INFORMATION

The Fund will issue (or redeem) shares to certain institutional investors (typically market makers or other broker-dealers) only in large blocks of 100,000 shares known as “Creation Units.” Creation Unit transactions are typically conducted in exchange for the deposit or delivery of in-kind securities and/or cash constituting a substantial replication, or a representation, of the securities included in the Fund’s benchmark Index.

Individual shares of the Fund may only be purchased and sold on the NYSE Arca, Inc., other national securities exchanges, electronic crossing networks and other alternative trading systems through your broker-dealer at market prices. Because Fund shares trade at market prices rather than at net asset value (“NAV”), shares may trade at a price greater than NAV (premium) or less than NAV (discount).

TAX INFORMATION

The Fund’s distributions are expected to be taxed as ordinary income and/or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or individual retirement account.

4 Precise in a world that isn’t. SM

SPDR^® Barclays Capital TIPS ETF

INVESTMENT OBJECTIVE

The SPDR Barclays Capital TIPS ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of an index that tracks the inflation protected sector of the United States Treasury market.

FEES AND EXPENSES OF THE FUND

annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment):



MANAGEMENT FEES		0.1845%

DISTRIBUTION AND SERVICE (12b-1) FEES (1)		None

OTHER EXPENSES (2)		0.0000%

TOTAL ANNUAL FUND OPERATING EXPENSES (2)		0.1845%


(1)		The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.

(2)		Amounts do not reflect certain other expenses of 0.01% incurred during the prior fiscal year which are not expected to be incurred during the current fiscal year.

example:




YEAR 1	YEAR 3	YEAR 5	YEAR 10

$19	$59	$104	$236

portfolio turnover:

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of Barclays U.S. Government Inflation-Linked Bond Index (the “Index”), the Fund employs a replication strategy, which means that the Fund typically invests in substantially all of the securities represented in the Index in approximately the same proportions as the Index.

Precise in a world that isn’t. SM 5

securities that are not included in the Index, cash and cash equivalents or money market instruments, such as repurchase agreements and money market funds (including money market funds advised by the Adviser).

The Index is designed to measure the performance of the inflation protected public obligations of the U.S. Treasury, commonly known as “TIPS.” TIPS are securities issued by the U.S. Treasury that are designed to provide inflation protection to investors. The Index includes publicly issued TIPS that have at least 1 year remaining to maturity on the Index rebalancing date, with an issue size equal to or in excess of $500 million. Bonds must be capital-indexed and linked to an eligible inflation index. The securities must be denominated in U.S. dollars and pay coupon and principal in U.S. dollars. The notional coupon of a bond must be fixed or zero. Bonds must settle on or before the Index rebalancing date. As of September 30, 2011, there were approximately 31 securities in the Index and the modified adjusted duration of securities in the Index was approximately 8.76 years.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

6 Precise in a world that isn’t. SM

FUND PERFORMANCE

annual total return (years ended 12/31)*





2008			-2.33
2009			11.18
2010			6.13

Highest Quarterly Return: 5.44% (Q1 2009)
Lowest Quarterly Return: -3.56% (Q3 2008)

* As of September 30, 2011, the Fund’s Calendar Year-To-Date return was 10.72%.

average annual total returns (for periods ending 12/31/10)


			SINCE INCEPTION
	ONE YEAR		(5/25/07)

RETURN BEFORE TAXES		6.13%		6.64%

RETURN AFTER TAXES ON DISTRIBUTIONS		5.27%		5.28%

RETURN AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES		3.98%		4.88%

BARCLAYS U.S. GOVERNMENT INFLATION-LINKED BOND INDEX (reflects no deductions for fees, expenses or taxes)		6.33%		6.77%

PORTFOLIO MANAGEMENT

investment adviser

SSgA FM serves as the investment adviser to the Fund.

portfolio managers

The professionals primarily responsible for the day-to-day management of the Fund are David Kobuszewski, Max DeSantis and Allen Kwong.

david kobuszewski is a Vice President of SSgA FM and a Portfolio Manager in the Fixed Income Group. He joined the Adviser in 2004.

max desantis is a Principal of SSgA FM and a Portfolio Manager in the Fixed Income Group. He joined the Adviser in 2008.

allen kwong is a Principal of SSgA FM and a Portfolio Manager in the Fixed Income Group. He joined the Adviser in 1997.

Precise in a world that isn’t. SM 7

PURCHASE AND SALE INFORMATION

TAX INFORMATION

8 Precise in a world that isn’t. SM

SPDR^® Barclays Capital Short Term Treasury ETF

INVESTMENT OBJECTIVE

The SPDR Barclays Capital Short Term Treasury ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of an index that tracks the short term sector of the United States Treasury market.

FEES AND EXPENSES OF THE FUND

annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment):



MANAGEMENT FEES		0.12%

DISTRIBUTION AND SERVICE (12b-1) FEES (1)		None

OTHER EXPENSES (2)		0.00%

TOTAL ANNUAL FUND OPERATING EXPENSES		0.12%


(1)		The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.

(2)		“Other Expenses” are based on estimated amounts for the current fiscal year.

example:




YEAR 1			YEAR 3

$12			$39

portfolio turnover:

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of the Barclays Capital 1-5 Year U.S. Treasury Index (the “Index”), the Fund employs a sampling strategy, which means that the Fund is not required to purchase all of the securities represented in the Index. Instead, the Fund may purchase a subset of the securities in the Index in an effort to hold a portfolio of securities with generally the same risk and return characteristics of the Index. The quantity of holdings in the Fund will be based on a number of factors, including asset size of the Fund. SSgA Funds Management, Inc. (“SSgA FM” or the “Adviser”), the investment adviser to the Fund, generally expects the Fund to hold less than the total number of securities in the Index, but reserves the right to hold as many securities as it believes necessary to achieve the Fund’s investment objective.

Precise in a world that isn’t. SM 9

The Index is designed to measure the performance of public obligations of the U.S. Treasury that have a remaining maturity of greater than or equal to 1 year and less than 5 years. The Index includes all publicly issued, U.S. Treasury securities that have a remaining maturity of greater than or equal to 1 year and less than 5 years, are rated investment grade, and have $250 million or more of outstanding face value. In addition, the securities must be denominated in U.S. dollars and must be fixed rate and non-convertible. Excluded from the Index are certain special issues, such as flower bonds, targeted investor notes, state and local government series bonds, inflation protected public obligations of the U.S. Treasury, commonly known as “TIPS,” and coupon issues that have been stripped from bonds included in the Index. Also excluded from the Index are structured notes with embedded swaps or other special features, private placements, floating rate securities and Eurobonds. The Index is market capitalization weighted and the securities in the Index are updated on the last business day of each month. As of September 30, 2011, there were approximately 113 securities in the Index and the modified adjusted duration of securities in the Index was approximately 2.68 years.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

10 Precise in a world that isn’t. SM

FUND PERFORMANCE

The Fund had not commenced operations as of the date of this prospectus and therefore the Fund does not have a full calendar year of performance information.

PORTFOLIO MANAGEMENT

investment adviser

SSgA FM serves as the investment adviser to the Fund.

portfolio managers

The professionals primarily responsible for the day-to-day management of the Fund are Michael Brunell, John Kirby and Karen Tsang.

michael brunell is a Principal of SSgA FM and is a member of the Passive Fixed Income Portfolio Management Group. He joined the Adviser in 1997.

john kirby is a Principal of SSgA FM and head of the firm’s Fixed Income Index team. He joined the Adviser in 1997.

karen tsang is a Principal of SSgA FM and a Portfolio Manager in the Passive Fixed Income Portfolio Management Group where she is primarily responsible for managing Mortgage Backed Securities and U.S. Treasury Index Funds. She joined the Adviser in 1998.

PURCHASE AND SALE INFORMATION

TAX INFORMATION

Precise in a world that isn’t. SM 11

SPDR^® Barclays Capital Intermediate Term Treasury ETF

INVESTMENT OBJECTIVE

The SPDR Barclays Capital Intermediate Term Treasury ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of an index that tracks the 1-10 year sector of the United States Treasury market.

FEES AND EXPENSES OF THE FUND

annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment):



MANAGEMENT FEES		0.1345%

DISTRIBUTION AND SERVICE (12b-1) FEES (1)		None

OTHER EXPENSES (2)		0.0000%

TOTAL ANNUAL FUND OPERATING EXPENSES (2)		0.1345%


(1)		The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.


(2)		Amounts do not reflect certain other expenses of 0.02% incurred during the prior fiscal year which are not expected to be incurred during the current fiscal year.

example:




YEAR 1	YEAR 3	YEAR 5	YEAR 10

$14	$43	$76	$172

portfolio turnover:

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of Barclays Capital Intermediate U.S. Treasury Index (the “Index”), the Fund employs a sampling strategy, which means that the Fund is not required to purchase all of the securities represented in the Index. Instead, the Fund may purchase a subset of the securities in the Index in an effort to hold a portfolio of securities with generally the same risk and return characteristics of the Index. The quantity of holdings in the Fund will be based on a number of factors, including asset size of the Fund. SSgA Funds Management, Inc. (“SSgA FM” or the “Adviser”), the investment adviser to the Fund, generally expects the Fund to hold less than the total number of securities in the Index, but reserves the right to hold as many securities as it believes necessary to achieve the Fund’s investment objective.

12 Precise in a world that isn’t. SM

The Index is designed to measure the performance of public obligations of the U.S. Treasury that have a remaining maturity of greater than or equal to 1 year and less than 10 years. The Index includes all publicly issued, U.S. Treasury securities that have a remaining maturity of greater than or equal to 1 year and less than 10 years, are rated investment grade, and have $250 million or more of outstanding face value. In addition, the securities must be denominated in U.S. dollars and must be fixed rate and non-convertible. Excluded from the Index are certain special issues, such as flower bonds, targeted investor notes, state and local government series bonds, inflation protected public obligations of the U.S. Treasury, commonly known as “TIPS,” and coupon issues that have been stripped from bonds included in the Index. The Index is market capitalization weighted and the securities in the Index are updated on the last business day of each month. As of September 30, 2011, there were approximately 170 securities in the Index and the modified adjusted duration of securities in the Index was approximately 4.00 years.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

Precise in a world that isn’t. SM 13

FUND PERFORMANCE

annual total return (years ended 12/31)*






2008			11.47
2009			-1.44
2010			5.15

Highest Quarterly Return: 6.53% (Q4 2008)
Lowest Quarterly Return: -2.16% (Q2 2009)

* As of September 30, 2011, the Fund’s Calendar Year-To-Date return was 5.75%.

average annual total returns (for periods ending 12/31/10)


			SINCE INCEPTION
	ONE YEAR		(5/23/07)

RETURN BEFORE TAXES		5.15%		6.08%

RETURN AFTER TAXES ON DISTRIBUTIONS		4.36%		5.03%

RETURN AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES		3.36%		4.59%

BARCLAYS CAPITAL INTERMEDIATE U.S. TREASURY INDEX (reflects no deductions for fees, expenses or taxes)		5.29%		6.14%

PORTFOLIO MANAGEMENT

investment adviser

SSgA FM serves as the investment adviser to the Fund.

portfolio managers

The professionals primarily responsible for the day-to-day management of the Fund are Michael Brunell, John Kirby and Karen Tsang.

michael brunell is a Vice President of SSgA FM and is a member of the Passive Fixed Income Portfolio Management Group. He joined the Adviser in 1997.

john kirby is a Managing Director of SSgA FM and head of the firm’s Fixed Income Index team. He joined the Adviser in 1997.

14 Precise in a world that isn’t. SM

PURCHASE AND SALE INFORMATION

TAX INFORMATION

Precise in a world that isn’t. SM 15

SPDR^® Barclays Capital Long Term Treasury ETF

INVESTMENT OBJECTIVE

The SPDR Barclays Capital Long Term Treasury ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of an index that tracks the long term (10+ years) sector of the United States Treasury market.

FEES AND EXPENSES OF THE FUND

annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment):



MANAGEMENT FEES		0.1345%

DISTRIBUTION AND SERVICE (12b-1) FEES (1)		None

OTHER EXPENSES (2)		0.0000%

TOTAL ANNUAL FUND OPERATING EXPENSES (2)		0.1345%


(1)		The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.

(2)		Amounts do not reflect certain other expenses of 0.01% incurred during the prior fiscal year which are not expected to be incurred during the current fiscal year.

example:




YEAR 1	YEAR 3	YEAR 5	YEAR 10

$14	$43	$76	$172

portfolio turnover:

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of Barclays Capital Long U.S. Treasury Index (the “Index”), the Fund employs a sampling strategy, which means that the Fund is not required to purchase all of the securities represented in the Index. Instead, the Fund may purchase a subset of the securities in the Index in an effort to hold a portfolio of securities with generally the same risk and return characteristics of the Index. The quantity of holdings in the Fund will be based on a number of factors, including asset size of the Fund. SSgA Funds Management, Inc. (“SSgA FM” or the “Adviser”), the investment adviser to the Fund, generally expects the Fund to hold less than the total number of securities in the Index, but reserves the right to hold as many securities as it believes necessary to achieve the Fund’s investment objective.

16 Precise in a world that isn’t. SM

The Index is designed to measure the performance of public obligations of the U.S. Treasury that have a remaining maturity of 10 or more years. The Index includes all publicly issued, U.S. Treasury securities that have a remaining maturity of 10 or more years, are rated investment grade, and have $250 million or more of outstanding face value. In addition, the securities must be denominated in U.S. dollars and must be fixed rate and non-convertible. Excluded from the Index are certain special issues, such as flower bonds, targeted investor notes, state and local government series bonds, inflation protected public obligations of the U.S. Treasury, commonly known as “TIPS,” and coupon issues that have been stripped from bonds included in the Index. The Index is market capitalization weighted and the securities in the Index are updated on the last business day of each month. As of September 30, 2011, there were approximately 36 securities in the Index and the modified adjusted duration of securities in the Index was approximately 15.89 years.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

Precise in a world that isn’t. SM 17

FUND PERFORMANCE

annual total return (years ended 12/31)*






2008			24.14
2009			-12.84
2010			9.24

Highest Quarterly Return: 18.71% (Q4 2008)
Lowest Quarterly Return: -8.17% (Q4 2010)

* As of September 30, 2011, the Fund’s Calendar Year-To-Date return was 27.39%.

average annual total returns (for periods ending 12/31/10)


			SINCE INCEPTION
	ONE YEAR		(5/23/07)

RETURN BEFORE TAXES		9.24%		7.47%

RETURN AFTER TAXES ON DISTRIBUTIONS		7.78%		5.90%

RETURN AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES		6.00%		5.48%

BARCLAYS CAPITAL LONG U.S. TREASURY INDEX (reflects no deductions for fees, expenses or taxes)		9.38%		7.49%

PORTFOLIO MANAGEMENT

investment adviser

SSgA FM serves as the investment adviser to the Fund.

portfolio managers

The professionals primarily responsible for the day-to-day management of the Fund are Michael Brunell, John Kirby and Karen Tsang.

michael brunell is a Vice President of SSgA FM and is a member of the Passive Fixed Income Portfolio Management Group. He joined the Adviser in 1997.

john kirby is a Managing Director of SSgA FM and head of the firm’s Fixed Income Index team. He joined the Adviser in 1997.

18 Precise in a world that isn’t. SM

PURCHASE AND SALE INFORMATION

TAX INFORMATION

Precise in a world that isn’t. SM 19

SPDR^® Barclays Capital Short Term Corporate Bond ETF

INVESTMENT OBJECTIVE

The SPDR Barclays Capital Short Term Corporate Bond ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of an index that tracks the short-term U.S. corporate bond market.

FEES AND EXPENSES OF THE FUND

annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment):



MANAGEMENT FEES		0.1245%

DISTRIBUTION AND SERVICE (12b-1) FEES*		None

OTHER EXPENSES		0.0000%

TOTAL ANNUAL FUND OPERATING EXPENSES		0.1245%


*		The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.

example:




YEAR 1	YEAR 3	YEAR 5	YEAR 10

$13	$40	$70	$159

portfolio turnover:

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of the Barclays Capital U.S. 1-3 Year Corporate Bond Index (the “Index”), the Fund employs a sampling strategy, which means that the Fund is not required to purchase all of the securities represented in the Index. Instead, the Fund may purchase a subset of the securities in the Index in an effort to hold a portfolio of securities with generally the same risk and return characteristics of the Index. The quantity of holdings in the Fund will be based on a number of factors, including asset size of the Fund. SSgA Funds Management, Inc. (“SSgA FM” or the “Adviser”), the investment adviser to the Fund, generally expects the Fund to hold less than the total number of securities in the Index, but reserves the right to hold as many securities as it believes necessary to achieve the Fund’s investment objective.

20 Precise in a world that isn’t. SM

The Index is designed to measure the performance of the short term U.S. corporate bond market. The Index includes publicly issued U.S. dollar denominated corporate issues that have a remaining maturity of greater than or equal to 1 year and less than 3 years, are rated investment grade (must be Baa3/BBB- or higher using the middle rating of Moody’s Investors Service, Inc., Fitch Inc., or Standard & Poor’s, Inc.), and have $250 million or more of outstanding face value. In addition, the securities must be denominated in U.S. dollars, fixed rate and non-convertible. The Index includes only corporate sectors. The corporate sectors are Industrial, Utility, and Financial Institutions, which include both U.S. and non-U.S. corporations. The following instruments are excluded from the Index: structured notes with embedded swaps or other special features; private placements; floating rate securities; and Eurobonds. The Index is market capitalization weighted and the securities in the Index are updated on the last business day of each month. As of September 30, 2011, there were approximately 738 securities in the Index and the modified adjusted duration of securities in the Index was approximately 1.88 years.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

debt securities investing risk: The value of the debt securities may increase or decrease as a result of the following: market fluctuations, increases in interest rates, inability of issuers to repay principal and interest or illiquidity in debt securities markets; the risk of low rates of return due to reinvestment of securities during periods of falling interest rates or repayment by issuers with higher coupon or interest rates; and/or the risk of low income due to falling interest rates. To the extent that interest rates rise, certain underlying obligations may be paid off substantially slower than originally anticipated and the value of those securities may fall sharply. This may result in a reduction in income from debt securities income.

foreign securities risk: Returns on investments in foreign securities could be more volatile than, or trail the returns on, investments in U.S. securities. Investments in securities issued by entities based outside the U.S. pose distinct risks since political and economic events unique to a country or region will affect those markets and their issuers. Further, such entities and/or their securities may also be affected by currency controls; different accounting, auditing, financial reporting, and legal standards and practices; expropriation; changes in tax policy; greater market volatility; differing securities market structures; higher transaction costs; and various administrative difficulties. These risks may be heightened in connection with investments in developing or emerging countries.

Precise in a world that isn’t. SM 21

industrial sector risk: Stock prices for industrial companies are affected by supply and demand both for their specific product or service and for industrial sector products in general. Government regulation, world events, exchange rates and economic conditions will likewise affect the performance of these companies. Aerospace and defense companies, a component of the industrial sector, can be significantly affected by government spending policies because companies involved in this industry rely to a significant extent on government demand for their products and services. Thus, the financial condition of, and investor interest in, aerospace and defense companies are heavily influenced by governmental defense spending policies which are typically under pressure from efforts to control the government budgets. Transportation stocks, a component of the industrial sector, are cyclical and have occasional sharp price movements which may result from changes in the economy, fuel prices, labor agreements and insurance costs.

utilities sector risk: The rates that traditional regulated utility companies may charge their customers generally are subject to review and limitation by governmental regulatory commissions. Although rate changes of a utility usually fluctuate in approximate correlation with financing costs due to political and regulatory factors, rate changes ordinarily occur only following a delay after the changes in financing costs. This factor will tend to favorably affect a regulated utility company’s earnings and dividends in times of decreasing costs, but conversely, will tend to adversely affect earnings and dividends when costs are rising. The value of regulated utility debt securities (and, to a lesser extent, equity securities) tends to have an inverse relationship to the movement of interest rates. Certain utility companies have experienced full or partial deregulation in recent years. These utility companies are frequently more similar to industrial companies in that they are subject to greater competition and have been permitted by regulators to diversify outside of their original geographic regions and their traditional lines of business. These opportunities may permit certain utility companies to earn more than their traditional regulated rates of return. Some companies, however, may be forced to defend their core business and may be less profitable.

Among the risks that may affect utility companies are the following: risks of increases in fuel and other operating costs; the high cost of borrowing to finance capital construction during inflationary periods; restrictions on operations and increased costs and delays associated with compliance with environmental and nuclear safety regulations; and the difficulties involved in obtaining natural gas for resale or fuel for generating electricity at reasonable prices. Other risks include those related to the construction and operation of nuclear power plants; the effects of energy conservation and the effects of regulatory changes.

financial sector risk: Financial services companies are subject to extensive governmental regulation which may limit both the amounts and types of loans and other financial commitments they can make, and the interest rates and fees they can charge. Profitability is largely dependent on the availability and cost of capital funds, and can fluctuate significantly when interest rates change or due to increased competition. In addition, the recent deterioration of the credit markets generally has caused an adverse impact in a broad range of markets, including U.S. and international credit and interbank money markets generally, thereby affecting a wide range of financial institutions and markets. Recent events in the financial sector have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign, and cause certain financial services companies to incur large losses. Numerous financial services companies have experienced substantial declines in the valuations of their assets, taken action to raise capital (such as the issuance of debt or equity securities), or even ceased operations. These actions have caused the securities of many financial services companies to experience a dramatic decline in value. Credit losses resulting from financial difficulties of borrowers and financial losses associated with investment activities can negatively impact the sector. Insurance companies may be subject to severe price competition.

22 Precise in a world that isn’t. SM

FUND PERFORMANCE

annual total return (year ended 12/31)*


2010			3.63

Highest Quarterly Return: 1.86% (Q3 2010)
Lowest Quarterly Return: 0.17% (Q4 2010)

* As of September 30, 2011, the Fund’s Calendar Year-To-Date return was 0.96%

average annual total returns (for periods ending 12/31/10)


			SINCE INCEPTION
	ONE YEAR		(12/16/09)

RETURN BEFORE TAXES		3.63%		2.72%

RETURN AFTER TAXES ON DISTRIBUTIONS		2.88%		2.00%

RETURN AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES		2.35%		1.90%

BARCLAYS CAPITAL U.S. 1-3 YEAR CORPORATE BOND INDEX (reflects no deduction for fees, expenses or taxes)		4.63%		4.21%

PORTFOLIO MANAGEMENT

investment adviser

SSgA FM serves as the investment adviser to the Fund.

portfolio managers

The professionals primarily responsible for the day-to-day management of the Fund are John Kirby and Allen Kwong.

john kirby is a Managing Director of SSgA FM and head of the firm’s Fixed Income Index team. He joined the Adviser in 1997.

allen kwong is a Principal of SSgA FM and is a member of the Passive Fixed Income Portfolio Management Group. He joined the Adviser in 1997.

PURCHASE AND SALE INFORMATION

Precise in a world that isn’t. SM 23

SPDR^® Barclays Capital Intermediate Term Corporate Bond ETF

INVESTMENT OBJECTIVE

The SPDR Barclays Capital Intermediate Term Corporate Bond ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of an index that tracks the intermediate term (1-10 years) sector of the United States corporate bond market.

FEES AND EXPENSES OF THE FUND

annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment):



MANAGEMENT FEES		0.15%

DISTRIBUTION AND SERVICE (12b-1) FEES (1)		None

OTHER EXPENSES (2)		0.00%

TOTAL ANNUAL FUND OPERATING EXPENSES (2)		0.15%


(1)		The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.

(2)		Amounts do not reflect certain other expenses of 0.01% incurred during the prior fiscal year which are not expected to be incurred during the current fiscal year.

example:




YEAR 1	YEAR 3	YEAR 5	YEAR 10

$15	$48	$85	$192

portfolio turnover:

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of the Barclays Capital U.S. Intermediate Corporate Bond Index (the “Index”), the Fund employs a sampling strategy, which means that the Fund is not required to purchase all of the securities represented in the Index. Instead, the Fund may purchase a subset of the securities in the Index in an effort to hold a portfolio of securities with generally the same risk and return characteristics of the Index. The quantity of holdings in the Fund will be based on a number of factors, including asset size of the Fund. SSgA Funds Management, Inc. (“SSgA FM” or the “Adviser”), the investment adviser to the Fund, generally expects the Fund to hold less than the total number of securities in the Index, but reserves the right to hold as many securities as it believes necessary to achieve the Fund’s investment objective.

Precise in a world that isn’t. SM 25

Under normal market conditions, the Fund generally invests substantially all, but at least 80%, of its total assets in the securities comprising the Index or in securities the Adviser determines have economic characteristics substantially identical to the economic characteristics of the securities that comprise the Index. The Fund will provide shareholders with at least 60 days notice prior to any material change in this 80% investment policy. In addition, the Fund may invest in debt securities that are not included in the Index, cash and cash equivalents or money market instruments, such as repurchase agreements and money market funds (including money market funds advised by the Adviser).

The Index is designed to measure the performance of U.S. corporate bonds that have a maturity of greater than or equal to 1 year and less than 10 years. The Index is a component of the Barclays Capital U.S. Corporate Index and includes investment grade, fixed-rate, taxable, U.S. dollar denominated debt with $250 million or more of par amount outstanding, issued by U.S. and non-U.S. industrial, utility, and financial institutions. Subordinated issues, securities with normal call and put provisions and sinking funds, medium-term notes (if they are publicly underwritten), 144A securities with registration rights, and global issues that are SEC-registered are included. Structured notes with embedded swaps or other special features, as well as private placements, floating- rate securities, and Eurobonds are excluded from the Index. The Index is rebalanced monthly, on the last business day of the month. As of September 30, 2011, there were approximately 2,839 securities in the Index and the modified adjusted duration of securities in the Index was approximately 4.45 years.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

debt securities investing risk: The value of the debt securities may increase or decrease as a result of the following: market fluctuations, increases in interest rates, inability of issuers to repay principal and interest or illiquidity in the debt securities markets; the risk of low rates of return due to reinvestment of securities during periods of falling interest rates or repayment by issuers with higher coupon or interest rates; and/or the risk of low income due to falling interest rates. To the extent that interest rates rise, certain underlying obligations may be paid off substantially slower than originally anticipated and the value of those securities may fall sharply. This may result in a reduction in income from debt securities income.

26 Precise in a world that isn’t. SM

the currency of the country in which an issuer is based could decline relative to the value of the U.S. dollar, which may affect the value of the investment to U.S. investors. These risks may be heightened in connection with investments in developing or emerging countries.

Precise in a world that isn’t. SM 27

FUND PERFORMANCE

annual total return (year ended 12/31)*


2010			7.34

Highest Quarterly Return: 4.07% (Q3 2010)
Lowest Quarterly Return: -1.38% (Q4 2010)

* As of September 30, 2011, the Fund’s Calendar Year-To-Date return was 3.81%.

average annual total returns (for periods ending 12/31/10)

The after-tax returns presented in the table below are calculated using 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 shares of the Fund through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. The returns after taxes can exceed the return before taxes due to an assumed tax benefit for a shareholder from realizing a capital loss on a sale of Fund shares. Effective December 17, 2010, the Fund changed its benchmark index to Barclays Capital U.S. Intermediate Term Corporate Bond Index from the Barclays Capital U.S. Intermediate Credit Index. The Fund’s performance prior to December 17, 2010 is therefore based on the Fund’s prior investment strategy to track a different benchmark index.


			SINCE INCEPTION
	ONE YEAR		(2/10/09)

RETURN BEFORE TAXES		7.34%		9.19%

RETURN AFTER TAXES ON DISTRIBUTIONS		5.83%		7.50%

RETURN AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES		4.79%		6.86%

BARCLAYS CAPITAL U.S. INTERMEDIATE TERM CORPORATE BOND INDEX (reflects no deduction for fees, expenses or taxes)		8.27%		13.32%

BARCLAYS CAPITAL U.S. INTERMEDIATE CREDIT INDEX (reflects no deduction for fees, expenses or taxes)		7.76%		11.56%

28 Precise in a world that isn’t. SM

PORTFOLIO MANAGEMENT

investment adviser

SSgA FM serves as the investment adviser to the Fund.

portfolio managers

The professionals primarily responsible for the day-to-day management of the Fund are John Kirby and Allen Kwong.

john kirby is a Managing Director of SSgA FM and head of the firm’s Fixed Income Index team. He joined the Adviser in 1997.

allen kwong is a Principal of SSgA FM and is a member of the Passive Fixed Income Portfolio Management Group. He joined the Adviser in 1997.

PURCHASE AND SALE INFORMATION

TAX INFORMATION

Precise in a world that isn’t. SM 29

SPDR^® Barclays Capital Long Term Corporate Bond ETF

INVESTMENT OBJECTIVE

The SPDR Barclays Capital Long Term Corporate Bond ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of an index that tracks the long term (10+ years) sector of the United States corporate bond market.

FEES AND EXPENSES OF THE FUND

annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment):



MANAGEMENT FEES		0.15%

DISTRIBUTION AND SERVICE (12b-1) FEES (1)		None

OTHER EXPENSES (2)		0.00%

TOTAL ANNUAL FUND OPERATING EXPENSES (2)		0.15%


(1)		The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.

(2)		Amounts do not reflect certain other expenses of 0.02% incurred during the prior fiscal year which are not expected to be incurred during the current fiscal year.

example:




YEAR 1	YEAR 3	YEAR 5	YEAR 10

$15	$48	$85	$192

portfolio turnover:

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of the Barclays Capital U.S. Long Term Corporate Bond Index (the “Index”), the Fund employs a sampling strategy, which means that the Fund is not required to purchase all of the securities represented in the Index. Instead, the Fund may purchase a subset of the securities in the Index in an effort to hold a portfolio of securities with generally the same risk and return characteristics of the Index. The quantity of holdings in the Fund will be based on a number of factors, including asset size of the Fund. SSgA Funds Management, Inc. (“SSgA FM” or the “Adviser”), the investment adviser to the Fund, generally expects the Fund to hold less than the total number of securities in the Index, but reserves the right to hold as many securities as it believes necessary to achieve the Fund’s investment objective.

30 Precise in a world that isn’t. SM

The Index is designed to measure the performance of U.S. corporate bonds that have a maturity of greater than or equal to 10 years. The Index is a component of the Barclays Capital U.S. Corporate Index and includes investment grade, fixed-rate, taxable, U.S. dollar-denominated debt with $250 million or more of par amount outstanding, issued by U.S. and non-U.S. industrial, utility, and financial institutions. Subordinated issues, securities with normal call and put provisions and sinking funds, medium-term notes (if they are publicly underwritten), 144A securities with registration rights, and global issues that are SEC-registered are included. Structured notes with embedded swaps or other special features, as well as private placements, floating-rate securities, and Eurobonds are excluded from the Index. The Index is rebalanced monthly, on the last business day of the month. As of September 30, 2011, there were approximately 1,097 securities in the Index and the modified adjusted duration of securities in the Index was approximately 13.15 years.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

debt securities investing risk: The value of the debt securities may increase or decrease as a result of the following: market fluctuations, increases in interest rates, inability of issuers to repay principal and interest or illiquidity in the debt securities markets; the risk of low rates of return due to reinvestment of securities during periods of falling interest rates or repayment by issuers with higher coupon or interest rates; and/or the risk of low income due to falling interest rates. To the extent that interest rates rise, certain underlying obligations may be paid off substantially slower than originally anticipated and the value of those securities may fall sharply. This may result in a reduction in income from debt securities income.

Precise in a world that isn’t. SM 31

32 Precise in a world that isn’t. SM

FUND PERFORMANCE

annual total return (year ended 12/31)*


2010			9.87

Highest Quarterly Return: 6.26% (Q3 2010)
Lowest Quarterly Return: -3.33% (Q4 2010)

* As of September 30, 2011, the Fund’s Calendar Year-To-Date return was 11.51%

average annual total returns (for periods ending 12/31/10)

The after-tax returns presented in the table below are calculated using 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 shares of the Fund through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. The returns after taxes can exceed the return before taxes due to an assumed tax benefit for a shareholder from realizing a capital loss on a sale of Fund shares. Effective December 17, 2010, the Fund changed its benchmark index to Barclays Capital U.S. Long Term Corporate Bond Index from the Barclays Capital U.S. Long Credit Index. The Fund’s performance prior to December 17, 2010 is therefore based on the Fund’s prior investment strategy to track a different benchmark index.


			SINCE INCEPTION
	ONE YEAR		(3/10/09)

RETURN BEFORE TAXES		9.87%		18.08%

RETURN AFTER TAXES ON DISTRIBUTIONS		6.95%		15.17%

RETURN AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES		6.45%		13.80%

BARCLAYS CAPITAL U.S. LONG TERM CORPORATE BOND INDEX (reflects no deduction for fees, expenses or taxes)		11.20%		22.00%

BARCLAYS CAPITAL U.S. LONG CREDIT INDEX (reflects no deduction for fees, expenses or taxes)		10.69%		20.74%

Precise in a world that isn’t. SM 33

PORTFOLIO MANAGEMENT

investment adviser

SSgA FM serves as the investment adviser to the Fund.

portfolio managers

The professionals primarily responsible for the day-to-day management of the Fund are John Kirby and Allen Kwong.

john kirby is a Managing Director of SSgA FM and head of the firm’s Fixed Income Index team. He joined the Adviser in 1997.

allen kwong is a Principal of SSgA FM and is a member of the Passive Fixed Income Portfolio Management Group. He joined the Adviser in 1997.

PURCHASE AND SALE INFORMATION

TAX INFORMATION

34 Precise in a world that isn’t. SM

SPDR^® Barclays Capital Issuer Scored Corporate Bond ETF

INVESTMENT OBJECTIVE

The SPDR Barclays Capital Issuer Scored Corporate Bond ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of an index that tracks the U.S. corporate bond market.

FEES AND EXPENSES OF THE FUND

annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment):



MANAGEMENT FEES		0.16%

DISTRIBUTION AND SERVICE (12b-1) FEES (1)		None

OTHER EXPENSES (2)		0.00%

TOTAL ANNUAL FUND OPERATING EXPENSES		0.16%


(1)		The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.

(2)		“Other Expenses” are based on estimated amounts for the current fiscal year.

example:




YEAR 1			YEAR 3

$16			$52

portfolio turnover:

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the period from the commencement of the Fund’s operations (April 7, 2011) to the end of the most recent fiscal year, the Fund’s portfolio turnover rate was 6% of the average value of its portfolio.

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of the Barclays Capital Issuer Scored Corporate Index (the “Index”), the Fund employs a sampling strategy, which means that the Fund is not required to purchase all of the securities represented in the Index. Instead, the Fund may purchase a subset of the securities in the Index in an effort to hold a portfolio of securities with generally the same risk and return characteristics of the Index. The quantity of holdings in the Fund will be based on a number of factors, including asset size of the Fund. SSgA Funds Management, Inc. (“SSgA FM” or the “Adviser”), the investment adviser to the Fund, generally expects the Fund to hold less than the total number of securities in the Index, but reserves the right to hold as many securities as it believes necessary to achieve the Fund’s investment objective.

Precise in a world that isn’t. SM 35

The Index is designed to measure the performance of the U.S. corporate bond market. The Index includes publicly issued U.S. dollar denominated corporate issues that are rated investment grade (Baa3/BBB- or higher) by at least two of Moody’s Investors Service, Inc., Fitch Inc., or Standard & Poor’s, Inc., and have $250 million or more of par amount outstanding. Only securities issued by companies with publicly traded equity are eligible for inclusion. In addition, the securities must be denominated in U.S. dollars, fixed rate and non-convertible. The Index includes only corporate sectors. The corporate sectors are Industrial, Utility, and Financial Institutions, which include both U.S. and non-U.S. corporations. The following instruments are excluded from the Index: structured notes with embedded swaps or other special features; subordinated debt; private placements; floating rate securities; and Eurobonds. Individual issuers in the Index are weighted using the following financial ratios: return on assets, interest coverage and current ratio (“factors”). Individual security weights are then calculated by the relative market value of each eligible security issued by the issuer. Monthly maintenance rebalancing to reflect the addition and subtraction of securities occurs on the last business day of each month. Factor rebalancing occurs every six months on the last business day of March and September. As of September 30, 2011, there were approximately 3,798 securities in the Index and the modified adjusted duration of securities in the Index was approximately 6.24 years.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

debt securities investing risk: The value of the debt securities may increase or decrease as a result of the following: market fluctuations, increases in interest rates, inability of issuers to repay principal and interest or illiquidity in the debt securities markets; the risk of low rates of return due to reinvestment of securities during periods of falling interest rates or repayment by issuers with higher coupon or interest rates; and/or the risk of low income due to falling interest rates. To the extent that interest rates rise, certain underlying obligations may be paid off substantially slower than originally anticipated and the value of those securities may fall sharply. This may result in a reduction in income from debt securities income.

36 Precise in a world that isn’t. SM

issuers. Further, such entities and/or their securities may also be affected by currency controls; different accounting, auditing, financial reporting, and legal standards and practices; expropriation; changes in tax policy; greater market volatility; differing securities market structures; higher transaction costs; and various administrative difficulties, such as delays in clearing and settling portfolio transactions or in receiving payment of dividends. In addition, the value of the currency of the country in which an issuer is based could decline relative to the value of the U.S. dollar, which may affect the value of the investment to U.S. investors. These risks may be heightened in connection with investments in developing or emerging countries.

Precise in a world that isn’t. SM 37

FUND PERFORMANCE

PORTFOLIO MANAGEMENT

investment adviser

SSgA FM serves as the investment adviser to the Fund.

portfolio managers

The professionals primarily responsible for the day-to-day management of the Fund are John Kirby and Allen Kwong.

john kirby is a Managing Director of SSgA FM and head of the firm’s Fixed Income Index team. He joined the Adviser in 1997.

allen kwong is a Principal of SSgA FM and is a member of the Passive Fixed Income Portfolio Management Group. He joined the Adviser in 1997.

PURCHASE AND SALE INFORMATION

TAX INFORMATION

38 Precise in a world that isn’t. SM

SPDR^® Barclays Capital Convertible Securities ETF

INVESTMENT OBJECTIVE

The SPDR Barclays Capital Convertible Securities ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of an index that tracks United States convertible securities markets with outstanding issue sizes greater than $500 million.

FEES AND EXPENSES OF THE FUND

annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment):



MANAGEMENT FEES		0.40%

DISTRIBUTION AND SERVICE (12b-1) FEES (1)		None

OTHER EXPENSES (2)		0.00%

TOTAL ANNUAL FUND OPERATING EXPENSES (2)		0.40%


(1)		The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.

(2)		Amounts do not reflect certain other expenses of 0.01% incurred during the prior fiscal year which are not expected to be incurred during the current fiscal year.

example:




YEAR 1	YEAR 3	YEAR 5	YEAR 10

$41	$128	$224	$505

portfolio turnover:

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of the Barclays Capital U.S. Convertible Bond >$500MM Index (the “Index”), the Fund employs a sampling strategy, which means that the Fund is not required to purchase all of the securities represented in the Index. Instead, the Fund may purchase a subset of the securities in the Index in an effort to hold a portfolio of securities with generally the same risk and return characteristics of the Index. The quantity of holdings in the Fund will be based on a number of factors, including asset size of the Fund. SSgA Funds Management, Inc. (“SSgA FM” or the “Adviser”), the investment adviser to the Fund, generally expects the Fund to hold less than the total number of securities in the Index, but reserves the right to hold as many securities as it believes necessary to achieve the Fund’s investment objective.

Precise in a world that isn’t. SM 39

The Index is designed to represent the market of U.S. convertible securities, such as convertible bonds, with outstanding issue sizes greater than $500 million. Convertible bonds are bonds that can be exchanged, at the option of the holder, for a specific number of shares of the issuer’s preferred stock (“Preferred Securities”) or common stock. The Index components are a subset of issues in the Barclays Capital Convertible Composite Index. To be included in the Index a security must meet the following requirements: (i) have an outstanding issue size greater than $500 million; (ii) be a non-called, non-defaulted security; (iii) have at least 31 days until maturity; (iv) be U.S. dollar denominated; and (v) be a registered or a convertible tranche issued under Rule 144A of the Securities Act of 1933, as amended. The Index is rebalanced on a monthly basis, at the end of each month. As of September 30, 2011, there were approximately 111 securities in the Index.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

convertible securities risk: Convertible securities tend to be subordinate to other debt securities issued by the same issuer. Also, issuers of convertible securities are often not as strong financially as issuers with higher credit ratings. Convertible securities generally provide yields higher than the underlying stocks, but generally lower than comparable non-convertible securities. Because of this higher yield, convertible securities generally sell at a price above their “conversion value,” which is the current market value of the stock to be received upon conversion. The difference between this conversion value and the price of convertible securities will vary over time depending on changes in the value of the underlying common stocks and interest rates.

40 Precise in a world that isn’t. SM

Precise in a world that isn’t. SM 41

FUND PERFORMANCE

annual total return (year ended 12/31)*


2010			13.99

Highest Quarterly Return: 8.91% (Q3 2010)
Lowest Quarterly Return: -6.45% (Q2 2010)

* As of September 30, 2011, the Fund’s Calendar Year-To-Date return was -10.21%

average annual total returns (for periods ending 12/31/10)


			SINCE INCEPTION
	ONE YEAR		(4/14/09)

RETURN BEFORE TAXES		13.99%		25.73%

RETURN AFTER TAXES ON DISTRIBUTIONS		12.26%		23.57%

RETURN AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES		9.20%		20.81%

BARCLAYS CAPITAL U.S. CONVERTIBLE BOND >$500MM INDEX (reflects no deduction for fees, expenses or taxes)		15.01%		29.55%

PORTFOLIO MANAGEMENT

investment adviser

SSgA FM serves as the investment adviser to the Fund.

portfolio managers

The professionals primarily responsible for the day-to-day management of the Fund are Michael Brunell, John Kirby and Max DeSantis.

michael brunell, cfa, is a Vice President of SSgA FM and is a member of the Fixed Income Portfolio Management team. He joined the Adviser in 1997.

john kirby is a Managing Director of SSgA FM and head of the firm’s Fixed Income Index Team. He joined the Adviser in 1997.

max desantis is a Principal of SSgA FM and is a Portfolio Manager in the Passive Fixed Income Portfolio Management Group. He joined the Adviser in 2008.

PURCHASE AND SALE INFORMATION

42 Precise in a world that isn’t. SM

SPDR^® Barclays Capital Mortgage Backed Bond ETF

INVESTMENT OBJECTIVE

The SPDR Barclays Capital Mortgage Backed Bond ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of an index that tracks the U.S. agency mortgage pass-through sector of the U.S. investment grade bond market.

FEES AND EXPENSES OF THE FUND

annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment):



MANAGEMENT FEES		0.20%

DISTRIBUTION AND SERVICE (12b-1) FEES (1)		None

OTHER EXPENSES (2)		0.00%

ACQUIRED FUND FEES AND EXPENSES (3)		0.12%

TOTAL ANNUAL FUND OPERATING EXPENSES (2)		0.32%


(1)		The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.

(2)		Amounts do not reflect certain other expenses of 0.01% incurred during the prior fiscal year which are not expected to be incurred during the current fiscal year.


(3)		The Fund is required to disclose “Acquired Fund Fees and Expenses” in the table above. Acquired Fund Fees and Expenses reflect the Fund’s pro rata share of the fees and expenses incurred by investing in other investment companies, including affiliated investment companies. Since “Total Annual Fund Operating Expenses” for purposes of the table above includes Acquired Fund Fees and Expenses, it does not correlate to the ratio of “Expenses to Average Net Assets” in the Financial Highlights section of the Prospectus.

example:




YEAR 1	YEAR 3	YEAR 5	YEAR 10

$33	$103	$180	$406

portfolio turnover:

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of the Barclays Capital U.S. MBS Index (the “Index”), the Fund employs a sampling strategy, which means that the Fund is not required to purchase all of the securities represented in the Index. Instead, the Fund may purchase a subset of the securities in the Index in an effort to hold a portfolio of securities with generally

44 Precise in a world that isn’t. SM

the same risk and return characteristics of the Index. The quantity of holdings in the Fund will be based on a number of factors, including asset size of the Fund. SSgA Funds Management, Inc. (“SSgA FM” or the “Adviser”), the investment adviser to the Fund, generally expects the Fund to hold less than the total number of securities in the Index, but reserves the right to hold as many securities as it believes necessary to achieve the Fund’s investment objective.

Under normal market conditions, the Fund generally invests substantially all, but at least 80%, of its total assets in the securities comprising the Index or in securities that the Adviser determines have economic characteristics that are substantially identical to the economic characteristics of the securities that comprise the Index. TBA Transactions (as defined below) are included within the above-noted investment policy. The Fund will provide shareholders with at least 60 days notice prior to any material change in this 80% investment policy. In addition, the Fund may invest in debt securities that are not included in the Index, cash and cash equivalents or money market instruments, such as repurchase agreements and money market funds (including money market funds advised by the Adviser).

The Index is designed to measure the performance of the U.S. agency mortgage pass-through segment of the U.S. investment grade bond market. The term “U.S. agency mortgage pass-through security” refers to a category of pass-through securities backed by pools of mortgages and issued by one of the following U.S. government-sponsored enterprises: Government National Mortgage Association (“GNMA”); Federal National Mortgage Association (“FNMA”) and Federal Home Loan Mortgage Corporation (“FHLMC”). The Index is formed by grouping the universe of individual fixed rate mortgage backed securities pools into generic aggregates according to the following parameters: (i) agency; (ii) program; (iii) pass-through coupon; and (iv) origination year. Index maturity and liquidity criteria are then applied to these aggregates to determine which qualify for inclusion in the Index. To be included in the Index, securities must be fixed rate, denominated in U.S. dollars, have $250 million or more of outstanding face value and have a weighted average maturity of at least one year. Excluded from the Index are buydowns, graduated equity mortgages, project loans, manufactured homes (dropped in January 1992), graduated payment mortgages (dropped in January 1995), non-agency (whole loan) securities, jumbo securities, and collateralized mortgage obligations. The Index is market capitalization weighted and the securities in the Index are updated on the last calendar day of each month. As of September 30, 2011, there were approximately 1,043 securities in the Index.

Most transactions in mortgage pass-through securities occur through standardized contracts for future delivery in which the exact mortgage pools to be delivered are not specified until a few days prior to settlement, referred to as a “to-be announced transaction” or “TBA Transaction.” In a TBA Transaction, the buyer and seller agree upon general trade parameters such as agency, settlement date, par amount and price. The actual pools delivered generally are determined two days prior to the settlement date. The Fund expects to enter into such contracts on a regular basis, and pending settlement of such contracts, the Fund will invest its assets in liquid, short-term instruments, including shares of money market funds advised by the Adviser or its affiliates.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

Precise in a world that isn’t. SM 45

requirements and operational inefficiencies. For example, the Adviser anticipates that it may take several business days for additions and deletions to the Index to be reflected in the portfolio composition of the Fund.

prepayment risk: The Fund may invest in mortgage-related securities, which may be paid off early if the borrower on the underlying mortgage prepays the mortgage or refinances the mortgage prior to the maturity date. If interest rates are falling, the Fund may have to reinvest the unanticipated proceeds at lower interest rates, resulting in a decline in the Fund’s income.

mortgage-backed securities risk: Mortgage-backed securities, other than GNMA mortgage-backed securities, are not backed by the full faith and credit of the U.S. government, and there can be no assurance that the U.S. government would provide financial support to its agencies or instrumentalities where it is not obligated to do so. Mortgage-backed securities tend to increase in value less than other debt securities when interest rates decline, but are subject to similar risk of decline in market value during periods of rising interest rates. Because of prepayment and extension risk, mortgage-backed securities react differently to changes in interest rates than other bonds. Small movements in interest rates (both increases and decreases) may quickly and significantly affect the value of certain mortgage-backed securities.

mortgage pass-through securities risk: Transactions in mortgage pass through securities primarily occur through TBA Transactions, as described above. Default by or bankruptcy of a counterparty to a TBA Transaction would expose the Fund to possible losses because of an adverse market action, expenses or delays in connection with the purchase or sale of the pools of mortgage pass-through securities specified in the TBA Transaction.

u.s. government agency securities risk: Treasury securities are backed by the full faith and credit of the U.S. government as to the timely payment of principal and interest. Securities issued by U.S. government agencies or government-sponsored entities may not be guaranteed by the U.S. Treasury. If a government-sponsored entity is unable to meet its obligations, the performance of the Fund will be adversely impacted.

FUND PERFORMANCE

annual total return (year ended 12/31)*


2010			6.06

Highest Quarterly Return: 3.24% (Q2 2010)
Lowest Quarterly Return: 0.36% (Q4 2010)

* As of September 30, 2011, the Fund’s Calendar Year-To-Date return was 5.34%

46 Precise in a world that isn’t. SM

average annual total returns (for periods ending 12/31/10)


			SINCE INCEPTION
	ONE YEAR		(1/15/09)

RETURN BEFORE TAXES		6.06%		5.47%

RETURN AFTER TAXES ON DISTRIBUTIONS		4.56%		4.06%

RETURN AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES		3.93%		3.84%

BARCLAYS CAPITAL U.S. MBS INDEX (reflects no deduction for fees, expenses or taxes)		5.37%		5.25%

PORTFOLIO MANAGEMENT

investment adviser

SSgA FM serves as the investment adviser to the Fund.

portfolio managers

The professionals primarily responsible for the day-to-day management of the Fund are Allen Kwong and Karen Tsang.

allen kwong is a Principal of SSgA FM and Portfolio Manager in the Passive Fixed Income Portfolio Management Group. He joined the Adviser in 1997.

karen tsang is a Principal of SSgA FM and a Portfolio Manager in the Passive Fixed Income Portfolio Management Group where she is primarily responsible for managing Mortgage Backed Securities and US Treasury Index Funds. She joined the Adviser in 1998.

PURCHASE AND SALE INFORMATION

TAX INFORMATION

Precise in a world that isn’t. SM 47

SPDR^® Barclays Capital Aggregate Bond ETF

INVESTMENT OBJECTIVE

The SPDR Barclays Capital Aggregate Bond ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of an index that tracks the U.S. dollar denominated investment grade bond market.

FEES AND EXPENSES OF THE FUND

annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment):



MANAGEMENT FEES		0.1845%

DISTRIBUTION AND SERVICE (12b-1) FEES (1)		None

OTHER EXPENSES (2)		0.0000%

ACQUIRED FUND FEES AND EXPENSES (3)		0.0400%

TOTAL ANNUAL FUND OPERATING EXPENSES (2)		0.2245%

LESS CONTRACTUAL FEE WAIVER (4)		(0.0500)%

NET ANNUAL FUND OPERATING EXPENSES (2)(4)		0.1745%


(1)		The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.

(2)		Amounts do not reflect certain other expenses of 0.01% incurred during the prior fiscal year which are not expected to be incurred during the current fiscal year.


(3)		The Fund is required to disclose “Acquired Fund Fees and Expenses” in the table above. Acquired Fund Fees and Expenses reflect the Fund’s pro rata share of the fees and expenses incurred by investing in other investment companies, including affiliated investment companies. Since “Total Annual Fund Operating Expenses” for purposes of the table above includes Acquired Fund Fees and Expenses, it does not correlate to the “Ratio of Expenses to Average Net Assets” in the Financial Highlights section of the Prospectus.


(4)		The Adviser has contractually agreed to waive its advisory fee and reimburse certain expenses, until October 31, 2012, so that the Net Annual Fund Operating Expenses of the Fund will be limited to 0.1345% of the Fund’s average daily net assets before application of any extraordinary expenses or acquired fund fees. The contractual fee waiver does not provide for the recoupment by the Adviser of any fees the Adviser previously waived. The Adviser may continue the waiver from year to year, but there is no guarantee that the Advisor will do so and after October 31, 2012, the waiver may be cancelled or modified at any time.

example:




YEAR 1	YEAR 3	YEAR 5	YEAR 10

$18	$67	$121	$281

portfolio turnover:

48 Precise in a world that isn’t. SM

affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 310% of the average value of its portfolio.

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of the Barclays Capital U.S. Aggregate Index (the “Index”), the Fund employs a sampling strategy, which means that the Fund is not required to purchase all of the securities represented in the Index. Instead, the Fund may purchase a subset of the securities in the Index in an effort to hold a portfolio of securities with generally the same risk and return characteristics of the Index. The quantity of holdings in the Fund will be based on a number of factors, including asset size of the Fund. SSgA Funds Management, Inc. (“SSgA FM” or the “Adviser”), the investment adviser to the Fund, generally expects the Fund to hold less than the total number of securities in the Index, but reserves the right to hold as many securities as it believes necessary to achieve the Fund’s investment objective.

Under normal market conditions, the Fund generally invests substantially all, but at least 80%, of its total assets in the securities comprising the Index or in securities that the Adviser determines have economic characteristics that are substantially identical to the economic characteristics of the securities that comprise the Index. TBA transactions (as defined below) are included within the above-noted investment policy. The Fund will provide shareholders with at least 60 days notice prior to any material change in this 80% investment policy. In addition, the Fund may invest in debt securities that are not included in the Index, cash and cash equivalents or money market instruments, such as repurchase agreements and money market funds (including money market funds advised by the Adviser).

The Index is designed to measure the performance of the U.S. dollar denominated investment grade bond market, which includes investment grade (must be Baa3/BBB- or higher using the middle rating of Moody’s Investors Service, Inc., Standard & Poor’s, and Fitch Inc.) government bonds, investment grade corporate bonds, mortgage pass through securities, commercial mortgage backed securities and asset backed securities that are publicly for sale in the United States. The securities in the Index must have at least 1 year remaining to maturity and must have $250 million or more of outstanding face value. Asset backed securities must have a minimum deal size of $500 million and a minimum tranche size of $25 million. For commercial mortgage backed securities, the original aggregate transaction must have a minimum deal size of $500 million, and a minimum tranche size of $25 million; the aggregate outstanding transaction sizes must be at least $300 million to remain in the Index. In addition, the securities must be U.S. dollar denominated, fixed rate, non-convertible, and taxable. Certain types of securities, such as flower bonds, targeted investor notes, and state and local government series bonds are excluded from the Index. Also excluded from the Index are structured notes with embedded swaps or other special features, private placements, floating rate securities and Eurobonds. The Index is market capitalization weighted and the securities in the Index are updated on the last business day of each month. As of September 30, 2011, there were approximately 7,833 securities in the Index and the modified adjusted duration of securities in the Index was approximately 4.96 years.

As of September 30, 2011, approximately 5.95% of the bonds represented in the Index are U.S. agency mortgage pass-through securities. U.S. agency mortgage pass-through securities are securities issued by entities such as Government National Mortgage Association (“GNMA”) and Federal National Mortgage Association (“FNMA”) that are backed by pools of mortgages. Most transactions in mortgage pass-through securities occur through standardized contracts for future delivery in which the exact mortgage pools to be delivered are not specified until a few days prior to settlement, referred to as a “to-be-announced transaction” or “TBA Transaction.” In a TBA Transaction, the buyer and seller agree upon general trade parameters such as agency, settlement date, par amount and price. The actual pools delivered generally are determined two days prior to the settlement date; however, it is not anticipated that the Fund will receive pools, but instead will participate in rolling TBA Transactions. The Fund expects to enter into such contracts on a regular basis. The Fund, pending settlement of such contracts, will invest its assets in high-quality, liquid short term instruments, including shares of affiliated money market funds.

Precise in a world that isn’t. SM 49

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

50 Precise in a world that isn’t. SM

FUND PERFORMANCE

annual total return (years ended 12/31)*


2008			6.77
2009			5.11
2010			6.67

Highest Quarterly Return: 5.90% (Q4 2008)
Lowest Quarterly Return: -1.23% (Q2 2008)

* As of September 30, 2011, the Fund’s Calendar Year-To-Date return was 6.46%.

average annual total returns (for periods ending 12/31/10)


			SINCE INCEPTION
	ONE YEAR		(5/23/07)

RETURN BEFORE TAXES		6.67%		6.65%

RETURN AFTER TAXES ON DISTRIBUTIONS		5.05%		4.90%

RETURN AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES		4.36%		4.67%

BARCLAYS CAPITAL U.S. AGGREGATE INDEX (reflects no deductions for fees, expenses or taxes)		6.54%		6.47%

PORTFOLIO MANAGEMENT

investment adviser

SSgA FM serves as the investment adviser to the Fund.

portfolio managers

The professionals primarily responsible for the day-to-day management of the Fund are Michael Brunell, John Kirby and Max DeSantis.

michael brunell is a Vice President of SSgA FM and is a member of the Passive Fixed Income Portfolio Management Group. He joined the Adviser in 1997.

john kirby is a Managing Director of SSgA FM and head of the firm’s Fixed Income Index team. He joined the Adviser in 1997.

max desantis is a Principal of SSgA FM and is a Portfolio Manager in the Passive Fixed Income Portfolio Management Group. He joined the Adviser in 2008.

Precise in a world that isn’t. SM 51

PURCHASE AND SALE INFORMATION

TAX INFORMATION

52 Precise in a world that isn’t. SM

SPDR^® Nuveen Barclays Capital Municipal Bond ETF

INVESTMENT OBJECTIVE

The SPDR Nuveen Barclays Capital Municipal Bond ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of an index that tracks the U.S. municipal bond market and provides income that is exempt from federal income taxes.

FEES AND EXPENSES OF THE FUND

annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment):



MANAGEMENT FEES		0.30%

DISTRIBUTION AND SERVICE (12b-1) FEES (1)		None

OTHER EXPENSES (2)		0.00%

TOTAL ANNUAL FUND OPERATING EXPENSES (2)		0.30%

LESS CONTRACTUAL FEE WAIVER (3)		(0.07%)

NET ANNUAL FUND OPERATING EXPENSES (2)(3)		0.23%


(1)		The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.

(2)		Amounts do not reflect certain other expenses of 0.02% incurred during the prior fiscal year which are not expected to be incurred during the current fiscal year.


(3)		The Adviser has contractually agreed to waive its advisory fee and reimburse certain expenses, until October 31, 2012, so that the Net Annual Fund Operating Expenses of the Fund will be limited to 0.23% of the Fund’s average daily net assets before application of any extraordinary expenses or acquired fund fees. The contractual fee waiver does not provide for the recoupment by the Adviser of any fees the Adviser previously waived. The Adviser may continue the waiver from year to year, but there is no guarantee that the Adviser will do so and after October 31, 2012, the waiver may be cancelled or modified at any time.

example:




YEAR 1	YEAR 3	YEAR 5	YEAR 10

$24	$89	$162	$374

portfolio turnover:

Precise in a world that isn’t. SM 53

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of the Barclays Capital Municipal Managed Money Index (the “Index”), the Fund employs a sampling strategy, which means that the Fund is not required to purchase all of the securities represented in the Index. Instead, the Fund may purchase a subset of the securities in the Index in an effort to hold a portfolio of securities with generally the same risk and return characteristics of the Index. The quantity of holdings in the Fund will be based on a number of factors, including asset size of the Fund. Nuveen Asset Management, LLC (“Nuveen Asset Management” or the “Sub-Adviser”), the investment sub-adviser to the Fund, generally expects the Fund to hold less than the total number of securities in the Index, but reserves the right to hold as many securities as it believes necessary to achieve the Fund’s investment objective.

Under normal market conditions, the Fund generally invests substantially all, but at least 80%, of its total assets in the securities comprising the Index or in securities that the Sub-Adviser determines have economic characteristics that are substantially identical to the economic characteristics of the securities that comprise the Index. The Fund will provide shareholders with at least 60 days notice prior to any material change in this 80% investment policy. Additionally, the Fund intends to invest, under normal circumstances, 80% of its assets in investments the income of which is exempt from Federal income tax. In addition, the Fund may invest in debt securities that are not included in the Index, cash and cash equivalents or money market instruments, such as repurchase agreements and money market funds (including money market funds advised by SSgA Funds Management, Inc. (“SSgA FM” or the “Adviser”), the investment adviser to the Fund).

The Index is designed to track the U.S. long term tax-exempt bond market, including state and local general obligation bonds, revenue bonds, pre-refunded bonds, and insured bonds. The Index is comprised of tax-exempt municipal securities issued by states, cities, counties, districts and their respective agencies. A general obligation bond is secured by the full faith and credit of its issuer. A revenue bond is payable from a specific source of revenue. A pre-refunded bond is a revenue bond that the issuer has allocated funds to fully retire. An insured bond is protected from issuer default or rating downgrade by an insurance company. The Index also includes municipal lease obligations, which are securities issued by state and local governments and authorities to finance the acquisition of equipment and facilities. They may take the form of a lease, an installment purchase contract, a conditional sales contract, or a participation interest in a lease or contract. The Index is a rules-based, market-value weighted index engineered for the tax exempt bond market. All bonds in the Index must be rated Aa3/AA- or higher by at least two of the following statistical ratings agencies: Moody’s Investors Service, Inc., Standard & Poor’s, and Fitch Inc. If only two of the three agencies rate the security, the lower rating is used to determine index eligibility. If only one of the agencies rates the security, the rating must be at least Aa3/AA-. Each Index security must have an outstanding par value of at least $7 million and be issued as part of a transaction of at least $75 million. The bonds must be fixed rate, have been issued within the last five years, and must be at least one year from their maturity date. Bonds subject to alternative minimum tax, hospital bonds, housing bonds, tobacco bonds, and airline bonds, along with remarketed issues, taxable municipal bonds, floaters, and derivatives are all excluded from the Index. As of September 30, 2011, there were approximately 17,956 securities in the Index and the modified adjusted duration of securities in the Index was approximately 8.98 years.

The Index is sponsored by Barclays Capital, Inc. (the “Index Provider”) which is not affiliated with the Fund, the Adviser or the Sub-Adviser. The Index Provider determines the composition of the Index, relative weightings of the securities in the Index and publishes information regarding the market value of the Index.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

54 Precise in a world that isn’t. SM

tax risk: There is no guarantee that the Fund’s income will be exempt from federal or state income taxes. Events occurring after the date of issuance of a municipal bond or after the Fund’s acquisition of a municipal bond may result in a determination that interest on that bond is includible in gross income for federal income tax purposes retroactively to its date of issuance. Such a determination may cause a portion of prior distributions by the Fund to its shareholders to be taxable to those shareholders in the year of receipt. Federal or state changes in income or alternative minimum tax rates or in the tax treatment of municipal bonds may make municipal bonds less attractive as investments and cause them to decline in value.

political risk: A significant restructuring of federal income tax rates or even serious discussion on the topic in Congress could cause municipal bond prices to fall. The demand for municipal securities is strongly influenced by the value of tax-exempt income to investors. Lower income tax rates could reduce the advantage of owning municipals.

FUND PERFORMANCE

annual total return (years ended 12/31)*


2008			-0.31
2009			10.52
2010			1.39

Highest Quarterly Return: 6.75% (Q3 2009)
Lowest Quarterly Return: -5.25% (Q4 2010)

* As of September 30, 2011, the Fund’s Calendar Year-To-Date return was 9.48%.

Precise in a world that isn’t. SM 55

average annual total returns (for periods ending 12/31/10)


			SINCE INCEPTION
	ONE YEAR		(9/11/07)

RETURN BEFORE TAXES		1.39%		3.78%

RETURN AFTER TAXES ON DISTRIBUTIONS		1.28%		3.74%

RETURN AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES		2.31%		3.79%

BARCLAYS CAPITAL MUNICIPAL MANAGED MONEY INDEX (reflects no deductions for fees, expenses or taxes)		1.64%		4.18%

PORTFOLIO MANAGEMENT

investment adviser

SSgA FM serves as the investment adviser to the Fund. Nuveen Asset Management serves as sub-adviser to the Fund, subject to supervision by the Adviser and the Board of Trustees. To the extent that a reference in this Prospectus refers to the “Adviser,” such reference should also be read to refer to Nuveen Asset Management with respect to the Fund where the context requires.

portfolio managers

The professionals primarily responsible for the day-to-day management of the Fund are Timothy Ryan and Steven Hlavin.

timothy ryan, cfa, is a Senior Vice President and Portfolio Manager at Nuveen Asset Management. Mr. Ryan joined an affiliate of Nuveen Asset Management in 2010.

steven hlavin is a Vice President and Assistant Portfolio Manager at Nuveen Asset Management. Mr. Hlavin joined an affiliate of Nuveen Asset Management in 2003.

PURCHASE AND SALE INFORMATION

The Fund will issue (or redeem) shares to certain institutional investors (typically market makers or other broker-dealers) only in large blocks of 100,000 shares known as Creation Units. Creation Unit transactions are typically conducted in exchange for the deposit or delivery of in-kind securities and/or cash constituting a substantial replication, or a representation, of the securities included in the Fund’s benchmark Index.

Individual shares of the Fund may only be purchased and sold on the NYSE Arca, Inc., other national securities exchanges, electronic crossing networks and other alternative trading systems through your broker-dealer at market prices. Because Fund shares trade at market prices rather than at net asset value (NAV), shares may trade at a price greater than NAV (premium) or less than NAV (discount).

TAX INFORMATION

The Fund intends to pay income that is exempt from regular federal income tax, but which may be subject to the federal alternative minimum tax (AMT). To the extent the Fund invests in securities that do not produce income exempt from regular federal income tax and/or the AMT, a portion of the Fund’s distributions may be subject to such taxes. Income from municipal securities of states other than the shareholder’s state of residence generally will not qualify for tax-free treatment for such shareholder with respect to state and local taxes.

56 Precise in a world that isn’t. SM

SPDR^® Nuveen Barclays Capital California Municipal Bond ETF

INVESTMENT OBJECTIVE

The SPDR Nuveen Barclays Capital California Municipal Bond ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of an index that tracks the California municipal bond market and provides income that is exempt from federal and California state income taxes.

FEES AND EXPENSES OF THE FUND

annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment):



MANAGEMENT FEES		0.20%

DISTRIBUTION AND SERVICE (12b-1) FEES*		None

OTHER EXPENSES		0.00%

TOTAL ANNUAL FUND OPERATING EXPENSES		0.20%


*		The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.

example:




YEAR 1	YEAR 3	YEAR 5	YEAR 10

$20	$64	$113	$255

portfolio turnover:

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of the Barclays Capital Managed Money Municipal California Index (the “Index”), the Fund employs a sampling strategy, which means that the Fund is not required to purchase all of the securities represented in the Index. Instead, the Fund may purchase a subset of the securities in the Index in an effort to hold a portfolio of securities with generally the same risk and return characteristics of the Index. The quantity of holdings in the Fund will be based on a number of factors, including asset size of the Fund. Nuveen Asset Management, LLC (“Nuveen Asset Management” or the “Sub-Adviser”), the investment sub-adviser to the Fund, generally expects the Fund to hold less than the total number of securities in the Index, but reserves the right to hold as many securities as it believes necessary to achieve the Fund’s investment objective.

Precise in a world that isn’t. SM 57

Under normal market conditions, the Fund generally invests substantially all, but at least 80%, of its total assets in the securities comprising the Index or in securities that the Sub-Adviser determines have economic characteristics that are substantially identical to the economic characteristics of the securities that comprise the Index. The Fund will provide shareholders with at least 60 days notice prior to any material change in this 80% investment policy. Additionally, the Fund intends to invest, under normal circumstances, 80% of its assets in investments the income of which is exempt from both Federal income tax and California income tax. In addition, the Fund may invest in debt securities that are not included in the Index, cash and cash equivalents or money market instruments, such as repurchase agreements and money market funds (including money market funds advised by SSgA Funds Management, Inc. (“SSgA FM” or the “Adviser”), the investment adviser to the Fund).

The Index is designed to track the publicly traded California municipal bonds that cover the U.S. dollar denominated California tax exempt bond market, including state and local general obligation bonds, revenue bonds, pre-refunded bonds and insured bonds. A general obligation bond is secured by the full faith and credit of its issuer. A revenue bond is payable from a specific source of revenue. A pre-refunded bond is a revenue bond that the issuer has allocated funds to fully retire. An insured bond is protected from issuer default or rating downgrade by an insurance company. The Index also includes municipal lease obligations, which are securities issued by state and local governments and authorities to finance the acquisition of equipment and facilities. They may take the form of a lease, an installment purchase contract, a conditional sales contract, or a participation interest in a lease or contract. The Index is a rules-based, market-value weighted index. All bonds in the Index must be rated Aa3/AA- or higher by at least two of the following statistical ratings agencies: Moody’s Investors Service, Inc., Standard & Poor’s, and Fitch Inc. If only two of the three agencies rate the security, the lower rating is used to determine index eligibility. If only one of the agencies rates the security, the rating must be at least Aa3/AA-. Each Index security must be issued by authorities in California, have an outstanding par value of at least $7 million and be issued as part of a transaction of at least $75 million. The bonds must be fixed rate and have a nominal maturity of one or more years. No issuer may constitute more than 10% of the Index. Bonds subject to alternative minimum tax, hospital bonds, housing bonds, tobacco bonds, and airline bonds, along with remarketed issues, taxable municipal bonds, floaters, and derivatives are all excluded from the Index. As of September 30, 2011, there were approximately 1,921 securities in the Index and the modified adjusted duration of securities in the Index was approximately 10.78 years.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

58 Precise in a world that isn’t. SM

due to falling interest rates. To the extent that interest rates rise, certain underlying obligations may be paid off substantially slower than originally anticipated and the value of those securities may fall sharply. This may result in a reduction in income from debt securities income.

california state-specific risk: Because the Fund concentrates its investments in California municipal securities (i.e., holds 25% or more of its total assets), the Fund will have greater exposure to negative political, economic and statutory factors within the State of California than a fund that invests in a broader base of securities. Unfavorable developments in any economic sector may have a substantial impact on the overall California municipal market. Provisions of the California Constitution and state statutes that limit the taxing and spending authority of California governmental entities may impair the ability of California issuers to pay principal and/or interest on their obligations. While California’s economy is broad, it does have major concentrations in high technology, aerospace and defense-related manufacturing, trade, entertainment, real estate and financial services, and may be sensitive to economic problems affecting those industries. Future California political and economic developments, constitutional amendments, legislative measures, executive orders, administrative regulations, litigation and voter initiatives could have an adverse effect on the debt obligations of California issuers. As of October 2011, California had the lowest credit ratings of any state in the country, and in 2009 all three major credit rating agencies lowered their ratings on State bonds. However, in July 2011, Standard & Poor’s did raise its credit outlook on California from “Negative” to “Stable.”

FUND PERFORMANCE

annual total return (years ended 12/31)*






2008			-3.51
2009			12.32
2010			0.13

Highest Quarterly Return: 10.08% (Q3 2009)
Lowest Quarterly Return: -7.87% (Q4 2010)

* As of September 30, 2011, the Fund’s Calendar Year-To-Date return was 12.53%.

Precise in a world that isn’t. SM 59

average annual total returns (for periods ending 12/31/10)


			SINCE INCEPTION
	ONE YEAR		(10/10/07)

RETURN BEFORE TAXES		0.13%		2.97%

RETURN AFTER TAXES ON DISTRIBUTIONS		0.00%		2.94%

RETURN AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES		1.72%		3.18%

BARCLAYS CAPITAL MANAGED MONEY MUNICIPAL CALIFORNIA INDEX (reflects no deductions for fees, expenses or taxes)		1.27%		3.51%

PORTFOLIO MANAGEMENT

investment adviser

portfolio managers

The professionals primarily responsible for the day-to-day management of the Fund are Timothy Ryan and Steven Hlavin.

timothy ryan, cfa, is a Senior Vice President and Portfolio Manager at Nuveen Asset Management. Mr. Ryan joined an affiliate of Nuveen Asset Management in 2010.

steven hlavin is a Vice President and Assistant Portfolio Manager at Nuveen Asset Management. Mr. Hlavin joined an affiliate of Nuveen Asset Management in 2003.

PURCHASE AND SALE INFORMATION

TAX INFORMATION

The Fund intends to pay income that is exempt from regular federal income tax and exempt from California state income tax for California residents, but which may be subject to the federal alternative minimum tax (“AMT”). To the extent the Fund invests in securities that do not produce income exempt from regular federal income tax and/or the AMT, a portion of the Fund’s distributions may be subject to such taxes. Income from municipal securities of states other than the shareholder’s state of residence generally will not qualify for tax-free treatment for such shareholder with respect to state and local taxes.

60 Precise in a world that isn’t. SM

SPDR^® Nuveen Barclays Capital New York Municipal Bond ETF

INVESTMENT OBJECTIVE

The SPDR Nuveen Barclays Capital New York Municipal Bond ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of an index that tracks the New York municipal bond market and provides income that is exempt from federal and New York state income taxes.

FEES AND EXPENSES OF THE FUND

annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment):



MANAGEMENT FEES		0.20%

DISTRIBUTION AND SERVICE (12b-1) FEES*		None

OTHER EXPENSES		0.00%

TOTAL ANNUAL FUND OPERATING EXPENSES		0.20%


*		The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.

example:




YEAR 1	YEAR 3	YEAR 5	YEAR 10

$20	$64	$113	$255

portfolio turnover:

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of the Barclays Capital Managed Money Municipal New York Index (the “Index”), the Fund employs a sampling strategy, which means that the Fund is not required to purchase all of the securities represented in the Index. Instead, the Fund may purchase a subset of the securities in the Index in an effort to hold a portfolio of securities with generally the same risk and return characteristics of the Index. The quantity of holdings in the Fund will be based on a number of factors, including asset size of the Fund. Nuveen Asset Management, LLC (“Nuveen Asset Management” or the “Sub-Adviser”), the investment sub-adviser to the Fund, generally expects the Fund to hold less than the total number of securities in the Index, but reserves the right to hold as many securities as it believes necessary to achieve the Fund’s investment objective.

Precise in a world that isn’t. SM 61

Under normal market conditions, the Fund generally invests substantially all, but at least 80%, of its total assets in the securities comprising the Index or in securities that the Sub-Adviser determines have economic characteristics that are substantially identical to the economic characteristics of the securities that comprise the Index. The Fund will provide shareholders with at least 60 days notice prior to any material change in this 80% investment policy. Additionally, the Fund intends to invest, under normal circumstances, 80% of its assets in investments the income of which is exempt from both Federal income tax and New York income tax. In addition, the Fund may invest in debt securities that are not included in the Index, cash and cash equivalents or money market instruments, such as repurchase agreements and money market funds (including money market funds advised by SSgA Funds Management, Inc. (“SSgA FM” or the “Adviser”), the investment adviser to the Fund).

The Index is designed to track publicly traded New York municipal bonds that cover the U.S. dollar denominated New York revenue bonds, pre-refunded bonds, and insured bonds. A general obligation bond is secured by the full faith and credit of its issuer. A revenue bond is payable from a specific source of revenue. A pre-refunded bond is a revenue bond that the issuer has allocated funds to fully retire. An insured bond is protected from issuer default or rating downgrade by an insurance company. The Index also includes municipal lease obligations, which are securities issued by state and local governments and authorities to finance the acquisition of equipment and facilities. They may take the form of a lease, an installment purchase contract, a conditional sales contract, or a participation interest in a lease or contract. The Index is a rules-based, market-value weighted index. All bonds in the Index must be rated Aa3/AA- or higher by at least two of the following statistical ratings agencies: Moody’s Investors Service, Inc., Standard & Poor’s, and Fitch Inc. If only two of the three agencies rate the security, the lower rating is used to determine index eligibility. If only one of the agencies rates the security, the rating must be at least Aa3/AA-. Each Index security must be issued by authorities in New York, have an outstanding par value of at least $7 million and be issued as part of a transaction of at least $75 million. The bonds must be fixed rate and have a nominal maturity of one or more years. No issuer may constitute more than 10% of the Index. Bonds subject to alternative minimum tax, hospital bonds, housing bonds, tobacco bonds, and airline bonds, along with remarketed issues, taxable municipal bonds, floaters, and derivatives are all excluded from the Index. As of September 30, 2011, there were approximately 2,723 securities in the Index and the modified adjusted duration of securities in the Index was approximately 9.45 years.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

62 Precise in a world that isn’t. SM

substantially slower than originally anticipated and the value of those securities may fall sharply. This may result in a reduction in income from debt securities income.

new york state-specific risk: Because the Fund concentrates its investments in New York municipal securities (i.e., holds 25% or more of its total assets), the Fund will have greater exposure to negative political, economic and statutory factors within the State of New York than a fund that invests in a broader base of securities. Unfavorable developments in any economic sector may have a substantial impact on the overall New York municipal market. Certain issuers of New York municipal bonds have experienced serious financial difficulties in the past and reoccurrence of these difficulties may impair the ability of certain New York issuers to pay principal or interest on their obligations. The financial health of New York City affects that of the state, and when New York City experiences financial difficulty it may have an adverse effect on New York municipal bonds held by the Fund. The growth rate of New York has at times been somewhat slower than the nation overall. The economic and financial condition of New York also may be affected by various financial, social, economic and political factors.

FUND PERFORMANCE

annual total return (years ended 12/31)*






2008			-2.43
2009			12.57
2010			1.18

Highest Quarterly Return: 7.51% (Q3 2009)
Lowest Quarterly Return: -5.50% (Q4 2010)

* As of September 30, 2011, the Fund’s Calendar Year-To-Date return was 9.47%.

Precise in a world that isn’t. SM 63

average annual total returns (for periods ending 12/31/10)


			SINCE INCEPTION
	ONE YEAR		(10/11/07)

RETURN BEFORE TAXES		1.18%		3.69%

RETURN AFTER TAXES ON DISTRIBUTIONS		1.10%		3.66%

RETURN AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES		2.19%		3.74%

BARCLAYS CAPITAL MANAGED MONEY MUNICIPAL NEW YORK INDEX (reflects no deductions for fees, expenses or taxes)		1.88%		3.88%

PORTFOLIO MANAGEMENT

investment adviser

portfolio managers

The professionals primarily responsible for the day-to-day management of the Fund are Timothy Ryan and Steven Hlavin.

timothy ryan, cfa, is a Senior Vice President and Portfolio Manager at Nuveen Asset Management. Mr. Ryan joined an affiliate of Nuveen Asset Management in 2010.

steven hlavin is a Vice President and Assistant Portfolio Manager at Nuveen Asset Management. Mr. Hlavin joined an affiliate of Nuveen Asset Management in 2003.

PURCHASE AND SALE INFORMATION

TAX INFORMATION

The Fund intends to pay income that is exempt from regular federal income tax and exempt from New York state income tax for New York residents, but which may be subject to the federal alternative minimum tax (“AMT”). To the extent the Fund invests in securities that do not produce income exempt from regular federal income tax and/or the AMT, a portion of the Fund’s distributions may be subject to such taxes. Income from municipal securities of states other than the shareholder’s state of residence generally will not qualify for tax-free treatment for such shareholder with respect to state and local taxes.

64 Precise in a world that isn’t. SM

SPDR^® Nuveen Barclays Capital Short Term Municipal Bond ETF

INVESTMENT OBJECTIVE

The SPDR Nuveen Barclays Capital Short Term Municipal Bond ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of an index that tracks the short term tax exempt municipal bond market and provides income that is exempt from federal income taxes.

FEES AND EXPENSES OF THE FUND

annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment):



MANAGEMENT FEES		0.20%

DISTRIBUTION AND SERVICE (12b-1) FEES*		None

OTHER EXPENSES		0.00%

TOTAL ANNUAL FUND OPERATING EXPENSES		0.20%


*		The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.

example:




YEAR 1	YEAR 3	YEAR 5	YEAR 10

$20	$64	$113	$255

portfolio turnover:

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of the Barclays Capital Managed Money Municipal Short Term Index (the “Index”), the Fund employs a sampling strategy, which means that the Fund is not required to purchase all of the securities represented in the Index. Instead, the Fund may purchase a subset of the securities in the Index in an effort to hold a portfolio of securities with generally the same risk and return characteristics of the Index. The quantity of holdings in the Fund will be based on a number of factors, including asset size of the Fund. Nuveen Asset Management, LLC (“Nuveen Asset Management” or the “Sub-Adviser”), the investment sub-adviser to the Fund, generally expects the Fund to hold less than the total number of securities in the Index, but reserves the right to hold as many securities as it believes necessary to achieve the Fund’s investment objective.

Precise in a world that isn’t. SM 65

Under normal market conditions, the Fund generally invests substantially all, but at least 80%, of its total assets in the securities comprising the Index or in securities that the Sub-Adviser determines have economic characteristics that are substantially identical to the economic characteristics of the securities that comprise the Index. The Fund will provide shareholders with at least 60 days notice prior to any material change in this 80% investment policy. Additionally, the Fund intends to invest, under normal circumstances, 80% of its assets in investments the income of which is exempt from Federal income tax. In addition, the Fund may invest in debt securities that are not included in the Index, cash and cash equivalents or money market instruments, such as repurchase agreements and money market funds (including money market funds advised by SSgA Funds Management, Inc. (“SSgA FM” or the “Adviser”), the investment adviser to the Fund).

The Index is designed to track the publicly traded municipal bonds that cover the U.S. dollar denominated short term tax exempt bond market, including state and local general obligation bonds, revenue bonds, pre-refunded bonds, and insured bonds. A general obligation bond is secured by the full faith and credit of its issuer. A revenue bond is payable from a specific source of revenue. A pre-refunded bond is a revenue bond that the issuer has allocated funds to fully retire. An insured bond is protected from issuer default or rating downgrade by an insurance company. The Index is a rules-based, market-value weighted index. All bonds in the Index must be rated Aa3/AA- or higher by at least two of the following statistical ratings agencies: Moody’s Investors Service, Inc., Standard & Poor’s or Fitch Inc. If only two of the three agencies rate the security, the lower rating is used to determine index eligibility. If only one of the agencies rates the security, the rating must be at least Aa3/AA-. Each Index security must have an outstanding par value of at least $7 million and be issued as part of a transaction of at least $75 million. The bonds must be fixed rate and have a nominal maturity of one to five years. No issuer may constitute more than 10% of the Index. Bonds subject to alternative minimum tax, hospital bonds, housing bonds, tobacco bonds, and airline bonds, along with remarketed issues, taxable municipal bonds, floaters, and derivatives are all excluded from the Index. As of September 30, 2011, there were approximately 3,616 securities in the Index and the modified adjusted duration of securities in the Index was approximately 2.88 years.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

66 Precise in a world that isn’t. SM

substantially slower than originally anticipated and the value of those securities may fall sharply. This may result in a reduction in income from debt securities income.

FUND PERFORMANCE

annual total return (years ended 12/31)*


2008			5.11
2009			5.18
2010			1.40

Highest Quarterly Return: 2.84% (Q4 2008)
Lowest Quarterly Return: -0.95% (Q4 2010)

* As of September 30, 2011, the Fund’s Calendar Year-To-Date return was 3.10%.

average annual total returns (for periods ending 12/31/10)


			SINCE INCEPTION
	ONE YEAR		(10/10/07)

RETURN BEFORE TAXES		1.40%		4.12%

RETURN AFTER TAXES ON DISTRIBUTIONS		1.34%		4.10%

RETURN AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES		1.52%		3.84%

BARCLAYS CAPITAL MANAGED MONEY MUNICIPAL SHORT TERM INDEX (reflects no deductions for fees, expenses or taxes)		1.67%		4.70%

Precise in a world that isn’t. SM 67

PORTFOLIO MANAGEMENT

investment adviser

portfolio managers

The professionals primarily responsible for the day-to-day management of the Fund are Timothy Ryan and Steven Hlavin.

timothy ryan, cfa, is a Senior Vice President and Portfolio Manager at Nuveen Asset Management. Mr. Ryan joined an affiliate of Nuveen Asset Management in 2010.

steven hlavin is a Vice President and Assistant Portfolio Manager at Nuveen Asset Management. Mr. Hlavin joined an affiliate of Nuveen Asset Management in 2003.

PURCHASE AND SALE INFORMATION

TAX INFORMATION

The Fund intends to pay income that is exempt from regular federal income tax, but which may be subject to the federal alternative minimum tax (“AMT”). To the extent the Fund invests in securities that do not produce income exempt from regular federal income tax and/or the AMT, a portion of the Fund’s distributions may be subject to such taxes. Income from municipal securities of states other than the shareholder’s state of residence generally will not qualify for tax-free treatment for such shareholder with respect to state and local taxes.

68 Precise in a world that isn’t. SM

SPDR^® Nuveen S&P^® VRDO Municipal Bond ETF

INVESTMENT OBJECTIVE

The SPDR Nuveen S&P VRDO Municipal Bond ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of an index that tracks the performance of variable rate demand obligations (“VRDOs”) issued by municipalities.

FEES AND EXPENSES OF THE FUND

annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment):



MANAGEMENT FEES		0.20%

DISTRIBUTION AND SERVICE (12b-1) FEES (1)		None

OTHER EXPENSES (2)		0.00%

TOTAL ANNUAL FUND OPERATING EXPENSES(2)		0.20%


(1)		The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.

(2)		Amounts do not reflect certain other expenses of 0.01% incurred during the prior fiscal year which are not expected to be incurred during the current fiscal year.

example:




YEAR 1	YEAR 3	YEAR 5	YEAR 10

$20	$64	$113	$255

portfolio turnover:

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of the S&P National AMT-Free Municipal VRDO Index (the “Index”), the Fund employs a sampling strategy, which means that the Fund is not required to purchase all of the securities represented in the Index. Instead, the Fund may purchase a subset of the securities in the Index in an effort to hold a portfolio of securities with generally the same risk and return characteristics of the Index. The quantity of holdings in the Fund will be based on a number of factors, including asset size of the Fund. Nuveen Asset Management, LLC (“Nuveen Asset Management” or the “Sub-Adviser”), the investment sub-adviser to the Fund, generally expects the Fund to hold less than the total number of securities in the Index, but reserves the right to hold as many securities as it believes necessary to achieve the Fund’s investment objective.

Precise in a world that isn’t. SM 69

Under normal market conditions, the Fund generally invests substantially all, but at least 80%, of its total assets in the securities comprising the Index or in securities that the Sub-Adviser determines have economic characteristics that are substantially identical to the economic characteristics of the securities that comprise the Index. The Fund will provide shareholders with at least 60 days notice prior to any material change in this 80% investment policy. Additionally, the Fund intends to invest, under normal circumstances, 80% of its assets in investments the income of which is exempt from Federal income tax. In addition, the Fund may invest in debt securities that are not included in the Index, cash and cash equivalents or money market instruments, such as repurchase agreements and money market funds (including money market funds advised by SSgA Funds Management, Inc. (“SSgA FM” or the “Adviser”), the investment adviser to the Fund).

The Index is designed to track investment grade VRDOs issued by U.S. states and territories or local governments or agencies, such that interest on the securities is exempt from U.S. federal income taxes, with maturities greater than or equal to one month. A VRDO is a short-term tax-exempt fixed income instrument whose coupon rate is reset on a periodic basis (e.g., weekly or monthly). VRDOs tend to be issued with long maturities of up to 30 or 40 years; however, they are considered short-term instruments because they include a bondholder put provision that coincides with the periodic coupon rate reset which allows the bondholder to redeem a bond at face value. VRDOs included in the Index reset weekly. VRDOs are put back to a bank or other entity that serves as a liquidity provider (the “Remarketing Agent”), rather than the issuer. The Remarketing Agent tries to resell those VRDOs or, failing that, holds them in its own inventory. In addition, VRDOs commonly hold a credit enhancement, such as a letter of credit from the Remarketing Agent or a bank, and/or bond insurance. To be included in the Index a security must: (i) be issued by a state (including Puerto Rico and U.S. territories) or local government or agency such that interest on the security is exempt from U.S. federal income taxes; (ii) be priced at par; (iii) have a minimum par amount of $10 million; (iv) be included in the Ipreo Holdings LLC product offering for VRDOs; (v) be rated A-3, VMIG-3 or F-3 or higher by one of the following statistical ratings agencies: Standard & Poor’s, Moody’s Investors Service or Fitch Inc., respectively; (vi) have a maturity of greater than or equal to one month; (vii) be a constituent of a deal with an original offering amount of at least $100 million, or, for up to a maximum of 25% of constituents, have no minimum deal size criteria but be the highest yielding constituents (that meet all of the other criteria for eligibility) chosen from the eligible VRDO universe at each monthly rebalancing; (viii) have a weekly reset; and (ix) have a credit or liquidity support facility. The Index is rebalanced after the close of the last business day of each month, based on new issuance, size and maturity. As of September 30, 2011, there were approximately 225 issues included in the Index.

The Index is sponsored by Standard & Poor’s Financial Services LLC (the “Index Provider”) which is not affiliated with the Fund, the Adviser or the Sub-Adviser. The Index Provider determines the composition of the Index, relative weightings of the securities in the Index and publishes information regarding the market value of the Index.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

70 Precise in a world that isn’t. SM

illiquidity in debt securities markets; the risk of low rates of return due to reinvestment of securities during periods of falling interest rates or repayment by issuers with higher coupon or interest rates; and/or the risk of low income due to falling interest rates. To the extent that interest rates rise, certain underlying obligations may be paid off substantially slower than originally anticipated and the value of those securities may fall sharply. This may result in a reduction in income from debt securities income.

variable rate demand obligation risk: Particular VRDOs may not have an active secondary market. As a result, the Fund could suffer a loss on these instruments during periods when the Fund is not entitled to exercise its demand rights or if the issuer and/or Remarketing Agent defaults on its payment obligation. In addition, VRDOs are generally supported by either a letter of credit or a stand-by bond purchase agreement to provide credit enhancement. A decline in the credit quality of the issuer of the credit enhancement may in turn cause a decrease in value of the VRDO supported by the credit enhancement.

municipal insurance risk: The Fund’s portfolio may be comprised of municipal securities covered by insurance that guarantees the bond’s scheduled payment of interest and repayment of principal. Because a significant portion of the insured municipal securities are insured by a small number of insurance companies, an event involving one or more of these insurance companies could have an adverse effect on the value of the insured municipal securities and the municipal bond market.

FUND PERFORMANCE

annual total return (year ended 12/31)*


2010			0.54

Highest Quarterly Return: 0.24% (Q4 2010)
Lowest Quarterly Return: 0.02% (Q1 2010)

* As of September 30, 2011, the Fund’s Calendar Year-To-Date return was 0.69%.

Precise in a world that isn’t. SM 71

average annual total returns (for periods ending 12/31/10)


			SINCE INCEPTION
	ONE YEAR		(9/23/09)

RETURN BEFORE TAXES		0.54%		0.49%

RETURN AFTER TAXES ON DISTRIBUTIONS		0.54%		0.49%

RETURN AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES		0.54%		0.48%

S&P NATIONAL AMT-FREE MUNICIPAL VRDO INDEX (reflects no deductions for fees, expenses or taxes)		0.32%		0.33%

PORTFOLIO MANAGEMENT

investment adviser

portfolio managers

The professionals primarily responsible for the day-to-day management of the Fund are Timothy Ryan and Steven Hlavin.

timothy ryan, cfa, is a Senior Vice President and Portfolio Manager at Nuveen Asset Management. Mr. Ryan joined an affiliate of Nuveen Asset Management in 2010.

steven hlavin is a Vice President and Assistant Portfolio Manager at Nuveen Asset Management. Mr. Hlavin joined an affiliate of Nuveen Asset Management in 2003.

PURCHASE AND SALE INFORMATION

TAX INFORMATION

72 Precise in a world that isn’t. SM

SPDR^® Nuveen S&P High Yield Municipal Bond ETF

INVESTMENT OBJECTIVE

The SPDR Nuveen S&P High Yield Municipal Bond ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of an index that tracks the U.S. high yield municipal bond market and to provide income that is exempt from federal income taxes.

FEES AND EXPENSES OF THE FUND

annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment):



MANAGEMENT FEES		0.50%

DISTRIBUTION AND SERVICE (12b-1) FEES (1)		None

OTHER EXPENSES (2)		0.00%

TOTAL ANNUAL FUND OPERATING EXPENSES		0.50%

LESS CONTRACTUAL FEE WAIVER (3)		0.05%

NET ANNUAL FUND OPERATING EXPENSES (3)		0.45%


(1)		The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.

(2)		“Other Expenses” are based on estimated amounts for the current fiscal year.

(3)		The Adviser has contractually agreed to waive its advisory fee and reimburse certain expenses, until October 31, 2012, so that the Net Annual Fund Operating Expenses are limited to 0.45% of the Fund’s average daily net assets before application of any extraordinary expenses or acquired fund fees. The contractual fee waiver does not provide for the recoupment by the Adviser of any fees the Adviser previously waived. The Adviser may continue the waiver from year to year, but there is no guarantee that the Adviser will do so and after October 31, 2012, it may be cancelled or modified at any time.

example:




YEAR 1			YEAR 3

$46			$155

portfolio turnover:

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the period from the commencement of the Fund’s operations (April 14, 2011) to the end of the most recent fiscal year, the Fund’s portfolio turnover rate was 33% of the average value of its portfolio.

Precise in a world that isn’t. SM 73

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of the S&P Municipal Yield Index (the “Index”), the Fund employs a sampling strategy, which means that the Fund is not required to purchase all of the securities represented in the Index. Instead, the Fund may purchase a subset of the securities in the Index in an effort to hold a portfolio of securities with generally the same risk and return characteristics of the Index. The quantity of holdings in the Fund will be based on a number of factors, including asset size of the Fund. Nuveen Asset Management, LLC (“Nuveen Asset Management” or the “Sub-Adviser”), the investment sub-adviser to the Fund, generally expects the Fund to hold less than the total number of securities in the Index, but reserves the right to hold as many securities as it believes necessary to achieve the Fund’s investment objective.

Under normal market conditions, the Fund generally invests substantially all, but at least 80%, of its total assets in the securities comprising the Index or in securities that the Sub-Adviser determines have economic characteristics that are substantially identical to the economic characteristics of the securities that comprise the Index. The Fund will provide shareholders with at least 60 days notice prior to any material change in this 80% investment policy. Additionally, the Fund intends to invest, under normal circumstances, at least 80% of its net assets in investments the income of which is exempt from regular federal income tax. In addition, the Fund may invest in debt securities that are not included in the Index, cash and cash equivalents or money market instruments, such as repurchase agreements and money market funds (including money market funds advised by SSgA Funds Management, Inc. (“SSgA FM” or the “Adviser”), the investment adviser to the Fund).

The Index is designed to measure the performance of high yield municipal bonds issued by U.S. states and territories or local governments or agencies, such that interest on the securities is exempt from regular federal income tax, but may be subject to the alternative minimum tax and to state and local income taxes. High yield securities are generally rated below investment grade and are commonly referred to as “junk bonds.” The Index is a sub-set of the Standard & Poor’s/Investortools Municipal Bond Index and includes publicly issued U.S. dollar denominated, fixed rate, municipal bonds (including private activity bonds) that have a remaining maturity of at least one year. The Index will consist of categories of bonds in the following proportions: (i) 70% of the Index constituents are components of the Standard & Poor’s/Investortools High Yield Bond Index, which are non-rated or are rated below investment grade (ii) 20% of the Index constituents are components of the Standard & Poor’s/Investortools Bond Index that are rated Baa3, Baa2, or Baa1 by Moody’s Investors Service, or BBB-, BBB, or BBB+ by Standard and Poor’s or Fitch; and (iii) 10% of the Index constituents are components of the Standard & Poor’s/Investortools Bond Index that are rated A3, A2, or A1 by Moody’s Investor Services, or A-, A, or A+ by Standard & Poor’s or Fitch. Prerefunded bonds and bonds that have been escrowed to maturity will not be included in the Index. Where the ratings assigned by the agencies are not consistent, the Index will use the middle rating, if three ratings are available and the lower of two ratings if only two ratings are available.

The Standard & Poor’s/Investortools Municipal Bond Index is composed of bonds held by managed municipal bond fund customers of Standard & Poor’s Securities Pricing, Inc. that are priced daily. Index calculations are provided by Investortools, Inc. Only bonds with total outstanding amounts of $2,000,000 or more qualify for inclusion. The Standard and Poor’s/Investortools Municipal Bond High Yield Index is comprised of all bonds in the Standard and Poor’s/Investortools Municipal Bond Index that are non-rated or whose ratings are BB+ S&P and /or BA-1 Moody’s or lower. As of September 30, 2011, there were approximately 21,765 issues included in the Index.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

74 Precise in a world that isn’t. SM

the current or projected performance of a specific security or a particular industry or market sector. Maintaining investments in securities regardless of market conditions or the performance of individual securities could cause the Fund’s return to be lower than if the Fund employed an active strategy.

index tracking risk: While the Sub-Adviser seeks to track the performance of the Index as closely as possible (i.e., achieve a high degree of correlation with the Index), the Fund’s return may not match or achieve a high degree of correlation with the return of the Index due to operating expenses, transaction costs, cash flows, regulatory requirements and operational inefficiencies. For example, the Sub-Adviser anticipates that it may take several business days for additions and deletions to the Index to be reflected in the portfolio composition of the Fund.

debt securities investing risk: The value of the debt securities may increase or decrease as a result of the following: market fluctuations, increases in interest rates, inability of issuers to repay principal and interest or illiquidity in the debt securities markets; the risk of low rates of return due to reinvestment of securities during periods of falling interest rates or repayment by issuers with higher coupon or interest rates; and/or the risk of low income due to falling interest rates. To the extent that interest rates rise, certain underlying obligations may be paid off substantially slower than originally anticipated and the value of those securities may fall sharply. This may result in a reduction in income from debt securities income.

high yield securities risk: Securities rated below investment grade, commonly referred to as “junk bonds,” include bonds that are rated Ba1/BB+/BB+ or below by Moody’s Investors Service, Inc., Fitch Inc., and Standard & Poor’s, Inc., respectively, and may involve greater risks than securities in higher rating categories. Such bonds are regarded as speculative in nature, involve greater risk of default by the issuing entity and may be subject to greater market fluctuations than higher rated debt securities. The retail secondary market for these “junk bonds” may be less liquid than that of higher rated securities and adverse conditions could make it difficult at times to sell certain securities or could result in lower prices than those used in calculating the Fund’s net asset value. As the Fund invests in “junk bonds,” it is also subject to greater credit risk (i.e., the risk that an issuer may be unable or unwilling to make interest and principal payments when due) because it may invest in debt securities not current in the payment of interest or principal or in default.

private activity bonds risk: Private activity bonds are issued by or on behalf of public authorities to obtain funds to provide privately operated housing facilities, airport, mass transit or port facilities, sewage disposal, solid waste disposal or hazardous waste treatment or disposal facilities and certain local facilities for water supply, gas or electricity. Other types of private activity bonds, the proceeds of which are used for the construction, equipment, repair or improvement of privately operated industrial or commercial facilities, may constitute municipal securities, although the current federal tax laws place limitations on the size of such issues. The credit and quality of private activity bonds are usually related to the credit of the corporate user of the facilities. Payment of interest on and repayment of principal of such bonds are the responsibility of the corporate user (and/or any guarantor). The Fund’s distributions of its interest income from private activity bonds may subject certain investors to the federal alternative minimum tax.

tax risk: There is no guarantee that the Fund’s income will be exempt from regular federal or state income taxes. Events occurring after the date of issuance of a municipal bond or after the Fund’s acquisition of a municipal bond may result in a determination that interest on that bond is includible in gross income for federal income tax purposes retroactively to its date of issuance. Such a determination may cause a portion of prior distributions by the Fund to its shareholders to be taxable to those shareholders in the year of receipt. Federal or state changes in income or alternative minimum tax rates or in the tax treatment of municipal bonds may make municipal bonds less attractive as investments and cause them to decline in value.

Precise in a world that isn’t. SM 75

FUND PERFORMANCE

PORTFOLIO MANAGEMENT

investment adviser

portfolio managers

The professionals primarily responsible for the day-to-day management of the Fund are Timothy T. Ryan and Steven M. Hlavin.

timothy t. ryan is a Senior Vice President and Portfolio Manager at Nuveen Asset Management. Mr. Ryan joined an affiliate of Nuveen Asset Management in 2010.

steven m. hlavin is a Vice President and Portfolio Manager at Nuveen Asset Management. Mr. Hlavin joined an affiliate of Nuveen Asset Management in 2003.

PURCHASE AND SALE INFORMATION

TAX INFORMATION

76 Precise in a world that isn’t. SM

SPDR^® Nuveen Barclays Capital Build America Bond ETF

INVESTMENT OBJECTIVE

The SPDR Nuveen Barclays Capital Build America Bond ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of an index that tracks the market for taxable municipal securities with respect to which the issuer has made an irrevocable election to designate the bonds as “Qualified Bonds” under the Build America Bond program created under the American Recovery and Reinvestment Act of 2009 or other legislation providing for the issuance of taxable municipal securities on which the issuer receives federal support of the interest paid (“direct pay Build America Bonds”).

FEES AND EXPENSES OF THE FUND

annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment):



MANAGEMENT FEES		0.35%

DISTRIBUTION AND SERVICE (12b-1) FEES (1)		None

OTHER EXPENSES		0.00%

TOTAL ANNUAL FUND OPERATING EXPENSES		0.35%


(1)		The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.

example:




YEAR 1	YEAR 3	YEAR 5	YEAR 10

$36	$113	$197	$443

portfolio turnover:

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of the Barclays Capital Build America Bond Index (the “Index”), the Fund employs a sampling strategy, which means that the Fund is not required to purchase all of the securities represented in the Index. Instead, the Fund may purchase a subset of the securities in the Index in an effort to hold a portfolio of securities with generally the same risk and return characteristics of the Index. The quantity of holdings in the Fund will be based on a number of factors, including asset size of the Fund. Nuveen Asset Management, LLC (“Nuveen Asset Management” or the “Sub-Adviser”), the investment sub-adviser to the Fund, generally expects the Fund to hold less than the total

Precise in a world that isn’t. SM 77

number of securities in the Index, but reserves the right to hold as many securities as it believes necessary to achieve the Fund’s investment objective.

Under normal market conditions, the Fund generally invests substantially all, but at least 80%, of its total assets in the securities comprising the Index or in securities that the Sub-Adviser determines have economic characteristics that are substantially identical to the economic characteristics of the securities that comprise the Index. The Fund will provide shareholders with at least 60 days notice prior to any material change in this 80% investment policy. In addition, the Fund may invest in debt securities that are not included in the Index, cash and cash equivalents or money market instruments, such as repurchase agreements and money market funds (including money market funds advised by SSgA Funds Management, Inc. (“SSgA FM” or the “Adviser”), the investment adviser to the Fund).

The Index is a subset of the Barclays Capital Taxable Municipal Bond Index. The Index consists of all direct pay Build America Bonds that satisfy the rules of the Barclays Capital Taxable Municipal Bond Index. The Barclays Capital Taxable Municipal Bond Index represents securities that are taxable, dollar denominated, and issued by a U.S. state or territory, and (i) have at least one year to final maturity regardless of call features, (ii) have at least $250 million par amount outstanding, (iii) are rated investment grade (Baa3/BBB- or higher) by at least two of the following ratings agencies: Moody’s Investors Service, Inc., Fitch Inc. or Standard & Poor’s, Inc. (if only two of the three agencies rate the security, the lower rating is used to determine index eligibility, and if only one of the three agencies rates a security, the rating must be investment grade), (iv) are fixed rate, although it can carry a coupon that steps up or changes according to a predetermined schedule, (v) are dollar-denominated and non-convertible, and (vi) are publicly issued. However, Rule 144A securities with Registration Rights and Reg-S issues are included. As of September 30, 2011, there were approximately 194 issues included in the Index and the modified adjusted duration of securities in the Index was approximately 13.33 years.

Build America Bonds are bonds issued by state and local governments to finance capital projects such as public schools, roads, transportation infrastructure, bridges, ports and public buildings, among others, pursuant to the American Recovery and Reinvestment Act of 2009 (the “Act”). Build America Bonds pay interest at rates that are expected to be competitive with rates typically paid by private bond issuers in the taxable fixed income market. Unlike investments in most other municipal securities, interest received on Build America Bonds is subject to federal income tax and may be subject to state income tax. Build America Bond issuers may elect either (i) to receive payments from the U.S. Treasury equal to a specified percentage of their interest payments (“direct pay”) or (ii) to cause investors in the bonds to receive federal tax credits (“tax credit”). Most issuers of direct pay Build America Bonds currently receive a subsidy from the U.S. Treasury equal to 35% of the interest paid on the bonds, which allows such issuers to issue bonds that pay interest rates that are expected to be competitive with the rates typically paid by private bond issuers in the taxable fixed income market. The bonds in the Fund will not include Build America bonds for which the investors will receive a tax credit. Build America Bonds are currently defined by the Act as restricted from private activity purposes and, for direct pay Build America Bond issuers, the bonds can only be issued to fund capital expenditures. As a result, most Build America Bond issuers have to produce tangible assets that are designed to provide a public benefit. Build America Bonds generally support facilities that meet such essential needs as water, electricity, transportation, and education. Moreover, many Build America Bonds are general obligation bonds, which are backed by the full faith and taxing power of the state and local governments issuing them.

Issuance of Build America Bonds ceased on December 31, 2010. The Build America Bonds outstanding at such time continue to be eligible for the federal interest rate subsidy, which continues for the life of the Build America Bonds; however, no bonds issued following expiration of the Build America Bond program are eligible for the federal tax subsidy. The Board of Trustees will continue to evaluate the Fund’s investment objective and make appropriate changes, as necessary, that it believes are in the best interests of the Fund and its shareholders, including changing the Fund’s investment objective to invest in an index composed of taxable municipal securities.

78 Precise in a world that isn’t. SM

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

index tracking risk: While the Sub-Adviser seeks to track the performance of the Index as closely as possible (i.e., achieve a high degree of correlation with the Index), the Fund’s return may not match or achieve a high degree of correlation with the return of the Index due to operating expenses, transaction costs, cash flows, regulatory requirements and operational inefficiencies. For example, the Sub-Adviser anticipates that it may take several business days for additions and deletions to the Index to be reflected in the portfolio composition of the Fund.

build america bonds risk: The market for Build America Bonds is smaller and less diverse than the broader municipal securities market. Because Congress did not extend the Build America Bond program, the ability of municipalities to issue Build America Bonds expired on December 31, 2010. As a result, the number of available Build America Bonds is limited, which may negatively affect the value of the Build America Bonds. In addition, it is difficult to predict the extent to which a market for such bonds will continue, meaning that Build America Bonds may experience greater illiquidity than other municipal obligations. Certain aspects of the program may be subject to additional Federal or state level guidance or subsequent legislation. It is not known what additional restrictions, limitations or procedures may be implemented or what possible effect they will have on the market for Build America Bonds. The Build America Bonds outstanding as of December 31, 2010 will continue to be eligible for the federal interest rate subsidy, which continues for the life of the Build America Bonds; however, no bonds issued following expiration of the Build America Bond program will be eligible for the federal tax subsidy.

california state-specific risk: Because the Fund invests in California municipal securities, the Fund will have exposure to negative political, economic and statutory factors within the State of California. Unfavorable developments in any economic sector may have a substantial impact on the overall California municipal market. Provisions of the California Constitution and state statutes that limit the taxing and spending authority of California governmental entities may impair the ability of California issuers to pay principal and/or interest on their obligations. While California’s economy is broad, it does have major concentrations in high technology, aerospace and defense-related manufacturing, trade, entertainment, real estate and financial services, and may be sensitive to economic problems affecting those industries. Future California political and economic developments, constitutional amendments, legislative measures, executive orders, administrative regulations, litigation and voter initiatives could have an adverse effect on the debt obligations of California issuers. As of October 2011, California had the lowest credit rating of any state in the country, and in 2009 all three major credit rating agencies lowered their ratings on State bonds. However, in July 2011, Standard & Poor’s did raise its credit outlook on California from “Negative” to “Stable.”

Precise in a world that isn’t. SM 79

new york state-specific risk: Because the Fund invests in New York municipal securities, the Fund will have exposure to negative political, economic and statutory factors within the State of New York. Unfavorable developments in any economic sector may have a substantial impact on the overall New York municipal market. Certain issuers of New York municipal bonds have experienced serious financial difficulties in the past and reoccurrence of these difficulties may impair the ability of certain New York issuers to pay principal or interest on their obligations. The financial health of New York City affects that of the state, and when New York City experiences financial difficulty it may have an adverse effect on New York municipal bonds held by the Fund. The growth rate of New York has at times been somewhat slower than the nation overall. The economic and financial condition of New York also may be affected by various financial, social, economic and political factors.

restricted securities risk: Rule 144A securities are generally referred to as private placements or restricted securities. Limitations on the resale of these securities may have an adverse effect on their marketability, and may prevent the Fund from disposing of them promptly at reasonable prices. The Fund may have to bear the expense of registering the securities for resale and the risk of substantial delays in effecting the registration.

FUND PERFORMANCE

PORTFOLIO MANAGEMENT

investment adviser

portfolio managers

The professionals primarily responsible for the day-to-day management of the Fund are Daniel Close, Timothy Ryan and Steven Hlavin:

daniel j. close is a Senior Vice President and Portfolio Manager at Nuveen Asset Management. Mr. Close joined an affiliate of Nuveen Asset Management in 2000.

timothy t. ryan is a Senior Vice President and Portfolio Manager at Nuveen Asset Management. Mr. Ryan joined an affiliate of Nuveen Asset Management in 2010.

steven m. hlavin is a Vice President and Assistant Portfolio Manager at Nuveen Asset Management. Mr. Hlavin joined an affiliate of Nuveen Asset Management in 2003.

PURCHASE AND SALE INFORMATION

TAX INFORMATION

80 Precise in a world that isn’t. SM

SPDR^® DB International Government Inflation-Protected Bond ETF

INVESTMENT OBJECTIVE

The SPDR DB International Government Inflation-Protected Bond ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of an index that tracks the inflation protected sector of the global bond market outside the United States.

FEES AND EXPENSES OF THE FUND

annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment):



MANAGEMENT FEES		0.50%

DISTRIBUTION AND SERVICE (12b-1) FEES (1)		None

OTHER EXPENSES (2)		0.00%

TOTAL ANNUAL FUND OPERATING EXPENSES (2)		0.50%


(1)		The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.

(2)		Amounts do not reflect certain other expenses of 0.02% incurred during the prior fiscal year which are not expected to be incurred during the current fiscal year.

example:




YEAR 1	YEAR 3	YEAR 5	YEAR 10

$51	$160	$280	$628

portfolio turnover:

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of the DB Global Government ex-US Inflation-Linked Bond Capped Index (the “Index”), the Fund employs a sampling strategy, which means that the Fund is not required to purchase all of the securities represented in the Index. Instead, the Fund may purchase a subset of the securities in the Index in an effort to hold a portfolio of securities with generally the same risk and return characteristics of the Index. The quantity of holdings in the Fund will be based on a number of factors, including asset size of the Fund. SSgA Funds Management, Inc. (“SSgA FM” or the “Adviser”), the investment adviser to the Fund, generally expects the Fund to hold less than the total number of securities in the Index, but reserves the right to hold as many securities as it believes necessary to achieve the Fund’s investment objective.

Precise in a world that isn’t. SM 81

Under normal market conditions, the Fund generally invests substantially all, but at least 80%, of its total assets in the securities comprising the Index or in securities that the Adviser determines have economic characteristics that are substantially identical to the economic characteristics of the securities that comprise the Index. The Fund will provide shareholders with at least 60 days notice prior to any material change in this 80% investment policy. In addition, the Fund may invest in debt securities that are not included in the Index, cash and cash equivalents or money market instruments, such as repurchase agreements and money market funds (including money market funds advised by the Adviser). The Fund may also enter into forward currency exchange contracts for hedging purposes. Swaps, options and futures contracts may be used by the Fund in seeking performance that corresponds to its Index and in managing cash flows.

The Index is designed to measure the total return performance of the inflation-linked government bond markets of developed and emerging market countries outside of the United States. Inflation protected public obligations of the inflation-linked government bond markets of developed and emerging market countries, commonly known in the United States as TIPS, are securities issued by such governments that are designed to provide inflation protection to investors. The Index includes government debt (direct obligations of the issuer country) but does not include quasi-government debt or corporate debt. The securities are denominated in and pay coupon and principal in the domestic currency of the issuer country. Each of the component securities in the Index is screened such that the following countries are included: Australia, Brazil, Canada, Chile, France, Germany, Greece, Israel, Italy, Japan, Mexico, Poland, South Africa, South Korea, Sweden, Turkey and the United Kingdom. In addition, the securities in the Index must be inflation-linked and have certain minimum amounts outstanding, depending upon the currency in which the bonds are denominated. To be included in the Index, bonds must: (i) be capital-indexed and linked to an eligible inflation index; (ii) have at least one year remaining to maturity at the Index rebalancing date; (iii) have a fixed, step-up or zero notional coupon; and (iv) settle on or before the Index rebalancing date. The Index is calculated by Deutsche Bank using a modified “market capitalization” methodology. This design ensures that each constituent represented in a proportion consistent with its percentage with respect to the total market capitalization. Component securities in each constituent country are represented in a proportion consistent with its percentage relative to the other component securities in its constituent country. Under certain conditions, however, the par amount of a component security within the Index may be adjusted to conform to Internal Revenue Code requirements. As of September 30, 2011, there were approximately 155 securities in the Index and the real adjusted duration of securities in the Index was approximately 9.62 years.

The Index is sponsored by Deutsche Bank (the “Index Provider”) which is not affiliated with the Fund or the Adviser. The Index Provider determines the composition of the Index, relative weightings of the securities in the Index and publishes information regarding the market value of the Index.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

82 Precise in a world that isn’t. SM

of falling interest rates or repayment by issuers with higher coupon or interest rates; and/or the risk of low income due to falling interest rates. To the extent that interest rates rise, certain underlying obligations may be paid off substantially slower than originally anticipated and the value of those securities may fall sharply. This may result in a reduction in income from debt securities income.

derivatives risk: A derivative is a financial contract the value of which depends on, or is derived from, the value of a financial asset (such as stock, bond or currency), a physical asset (such as gold) or a market index (such as the S&P 500 Index). The Fund may invest in swaps, options, futures contracts and forward foreign currency contracts. Swaps are contracts in which one party agrees to make periodic payments to the other party based on the change in market value or level of a specified rate, index or asset in return for payments based on the return of a different specified rate, index or asset. Options involve the payment or receipt of a premium by an investor and the corresponding right or obligation to either purchase or sell the underlying security for a specific price at a certain time or during a certain period. Futures contracts generally provide for the future sale by one party and purchase by another party of a specified commodity or security at a specified future time and at a specified price. Forward foreign currency contracts involve an obligation to purchase or sell a specific amount of currency at a future date or date range at a specific price, thereby fixing the exchange rate for a specified time in the future. When used for hedging purposes, forward foreign currency contracts tend to limit any potential gain that may be realized if the value of the Fund’s foreign holdings increases because of currency fluctuations. Compared to conventional securities, derivatives can be more sensitive to changes in interest rates or to sudden fluctuations in market prices and thus a Fund’s losses may be greater if it invests in derivatives than if it invests only in conventional securities.

emerging markets risk: Some foreign markets in which the Fund may invest are considered to be emerging markets. Investment in these emerging markets subjects the Fund to a greater risk of loss than investments in a developed market. This is due to, among other things, greater market volatility, lower trading volume, political and economic instability, high levels of inflation, deflation or currency devaluation, greater risk of market shut down, and more governmental limitations on foreign investment policy than those typically found in a developed market. In addition, the financial stability of issuers (including governments) in emerging market countries may be more precarious than in other countries. As a result, there will tend to be an increased risk of price volatility in the Fund’s investments in emerging market countries, which may be magnified by currency fluctuations relative to the U.S. dollar. Settlement practices for transactions in foreign markets may differ from those in U.S. markets. Such differences include delays beyond periods customary in the United States and practices, such as delivery of securities prior to receipt of payment, which increase the likelihood of a “failed settlement.” Failed settlements can result in losses to the Fund. For these and other reasons, investments in emerging markets are often considered speculative.

Precise in a world that isn’t. SM 83

FUND PERFORMANCE

annual total return (years ended 12/31)*





2009			18.51
2010			6.82

Highest Quarterly Return: 12.86% (Q3 2010)
Lowest Quarterly Return: -5.58% (Q2 2010)

* As of September 30, 2011, the Fund’s Calendar Year-To-Date return was 1.06%.

average annual total returns (for periods ending 12/31/10)


			SINCE INCEPTION
	ONE YEAR		(3/13/08)

RETURN BEFORE TAXES		6.82%		0.55%

RETURN AFTER TAXES ON DISTRIBUTIONS		5.92%		-0.43%

RETURN AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES		4.41%		-0.11%

DB GLOBAL GOVERNMENT EX-US INFLATION-LINKED BOND CAPPED INDEX (reflects no deductions for fees, expenses or taxes)		7.35%		1.84%

PORTFOLIO MANAGEMENT

investment adviser

SSgA FM serves as the investment adviser to the Fund.

portfolio managers

The professionals primarily responsible for the day-to-day management of the Fund are David Kobuszewski, Max DeSantis and Allen Kwong.

david kobuszewski is a Vice President of SSgA FM and a Portfolio Manager in the Fixed Income Group. He joined the Adviser in 2004.

max desantis is a Principal of SSgA FM and a Portfolio Manager in the Fixed Income Group. He joined the Adviser in 2008.

allen kwong is a Principal of SSgA FM and a Portfolio Manager in the Fixed Income Group. He joined the Adviser in 1997.

84 Precise in a world that isn’t. SM

PURCHASE AND SALE INFORMATION

TAX INFORMATION

Precise in a world that isn’t. SM 85

SPDR^® Barclays Capital Short Term International Treasury Bond ETF

INVESTMENT OBJECTIVE

The SPDR Barclays Capital Short Term International Treasury Bond ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of an index that tracks the short-term (1-3 year remaining maturity) fixed rate, investment grade debt issued by foreign governments of investment grade countries.

FEES AND EXPENSES OF THE FUND

annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment):



MANAGEMENT FEES		0.35%

DISTRIBUTION AND SERVICE (12b-1) FEES (1)		None

OTHER EXPENSES (2)		0.00%

TOTAL ANNUAL FUND OPERATING EXPENSES (2)		0.35%


(1)		The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.

(2)		Amounts do not reflect certain other expenses of 0.01% incurred during the prior fiscal year which are not expected to be incurred during the current fiscal year.

example:




YEAR 1	YEAR 3	YEAR 5	YEAR 10

$36	$113	$197	$443

portfolio turnover:

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of the Barclays Capital 1-3 Year Global Treasury ex-US Capped Index (the “Index”), the Fund employs a sampling strategy, which means that the Fund is not required to purchase all of the securities represented in the Index. Instead, the Fund may purchase a subset of the securities in the Index in an effort to hold a portfolio of securities with generally the same risk and return characteristics of the Index. The quantity of holdings in the Fund will be based on a number of factors, including asset size of the Fund. SSgA Funds Management, Inc. (“SSgA FM” or the “Adviser”), the investment adviser to the Fund, generally expects the Fund to hold less than the total

86 Precise in a world that isn’t. SM

number of securities in the Index, but reserves the right to hold as many securities as it believes necessary to achieve the Fund’s investment objective.

Under normal market conditions, the Fund generally invests substantially all, but at least 80%, of its total assets in the securities comprising the Index or in securities that the Adviser determines have economic characteristics that are substantially identical to the economic characteristics of the securities that comprise the Index. The Fund will provide shareholders with at least 60 days notice prior to any material change in this 80% investment policy. In addition, the Fund may invest in debt securities that are not included in the Index, cash and cash equivalents or money market instruments, such as repurchase agreements and money market funds (including money market funds advised by the Adviser). The Fund may also enter into forward currency exchange contracts for hedging purposes. Futures contracts may be used by the Fund in seeking performance that corresponds to its Index and in managing cash flows.

The Index is designed to measure the performance of fixed-rate local currency sovereign debt of investment grade countries outside the United States that have remaining maturities of one to three years. The Index includes government bonds issued by investment grade countries outside the United States, in local currencies, that have remaining maturities of one to three years and are rated investment grade (Baa3/BBB-/BBB- or higher using the middle rating of Moody’s Investors Service, Inc., Standard & Poor’s, Inc. and Fitch Inc., respectively). Each of the component securities in the Index is a constituent of the Barclays Capital Global Treasury ex-US Index, screened such that the following countries are included: Australia, Austria, Belgium, Canada, Denmark, France, Germany, Greece, Hungary, Italy, Japan, Mexico, Netherlands, Poland, Singapore, South Africa, South Korea, Spain, Sweden, Taiwan, and United Kingdom. In addition, the securities in the Index must be fixed-rate and have certain minimum amounts outstanding, depending upon the currency in which the bonds are denominated. The Index is calculated by Barclays Capital using a modified “market capitalization” methodology. This design ensures that each constituent country within the Index is represented in a proportion consistent with its percentage with respect to the total market capitalization of the Index. Component securities in each constituent country are represented in a proportion consistent with their percentage relative to the other component securities in the constituent country. Under certain conditions, however, the par amount of a component security within the Index may be adjusted to conform to Internal Revenue Code requirements. The securities in the Index are updated monthly, on the last business day of each month. As of September 30, 2011, there were approximately 220 securities in the Index and the modified adjusted duration of securities in the Index was approximately 1.89 years.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

Precise in a world that isn’t. SM 87

derivatives risk: A derivative is a financial contract the value of which depends on, or is derived from, the value of a financial asset (such as stock, bond or currency), a physical asset (such as gold) or a market index (such as the S&P 500 Index). The Fund may invest in futures contracts and forward foreign currency contracts. Futures contracts generally provide for the future sale by one party and purchase by another party of a specified commodity or security at a specified future time and at a specified price. Forward foreign currency contracts involve an obligation to purchase or sell a specific amount of currency at a future date or date range at a specific price, thereby fixing the exchange rate for a specified time in the future. When used for hedging purposes, forward foreign currency contracts tend to limit any potential gain that may be realized if the value of the Fund’s foreign holdings increases because of currency fluctuations. Compared to conventional securities, derivatives can be more sensitive to changes in interest rates or to sudden fluctuations in market prices and thus a Fund’s losses may be greater if it invests in derivatives than if it invests only in conventional securities.

88 Precise in a world that isn’t. SM

FUND PERFORMANCE

annual total return (year ended 12/31)*


2010			2.38

Highest Quarterly Return: 9.52% (Q3 2010)
Lowest Quarterly Return: -4.93% (Q2 2010)

* As of September 30, 2011, the Fund’s Calendar Year-To-Date return was 1.09%.

average annual total returns (for periods ending 12/31/10)


			SINCE INCEPTION
	ONE YEAR		(1/15/09)

RETURN BEFORE TAXES		2.38%		6.86%

RETURN AFTER TAXES ON DISTRIBUTIONS		2.38%		6.55%

RETURN AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES		1.55%		5.67%

BARCLAYS CAPITAL 1-3 YEAR GLOBAL TREASURY EX-US CAPPED INDEX (reflects no deductions for fees, expenses or taxes)		3.00%		7.50%

PORTFOLIO MANAGEMENT

investment adviser

SSgA FM serves as the investment adviser to the Fund.

portfolio managers

The professionals primarily responsible for the day-to-day management of the Fund are Michael Brunell, John Kirby and Allen Kwong.

michael brunell, cfa, is a Vice President of SSgA FM, and is a member of the Fixed Income Portfolio Management team since 2004. He joined the Adviser in 1997.

john kirby is a Managing Director of SSgA FM and head of the firm’s Fixed Income Index team. He joined the Adviser in 1997.

allen kwong is a Principal of SSgA FM and Portfolio Manager in the Passive Fixed Income Portfolio Management Group. He joined the Adviser in 1997.

Precise in a world that isn’t. SM 89

PURCHASE AND SALE INFORMATION

TAX INFORMATION

90 Precise in a world that isn’t. SM

SPDR^® Barclays Capital International Treasury Bond ETF

INVESTMENT OBJECTIVE

The SPDR Barclays Capital International Treasury Bond ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of an index that tracks the fixed-rate local currency sovereign debt of investment grade countries outside the United States.

FEES AND EXPENSES OF THE FUND

annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment):



MANAGEMENT FEES		0.50%

DISTRIBUTION AND SERVICE (12b-1) FEES (1)		None

OTHER EXPENSES (2)		0.00%

TOTAL ANNUAL FUND OPERATING EXPENSES (2)		0.50%


(1)		The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.

(2)		Amounts do not reflect certain other expenses of 0.02% incurred during the prior fiscal year which are not expected to be incurred during the current fiscal year.

example:




YEAR 1	YEAR 3	YEAR 5	YEAR 10

$51	$160	$280	$628

portfolio turnover:

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of the Barclays Capital Global Treasury Ex-US Capped Index (the “Index”), the Fund employs a sampling strategy, which means that the Fund is not required to purchase all of the securities represented in the Index. Instead, the Fund may purchase a subset of the securities in the Index in an effort to hold a portfolio of securities with generally the same risk and return characteristics of the Index. The quantity of holdings in the Fund will be based on a number of factors, including asset size of the Fund. SSgA Funds Management, Inc. (“SSgA FM” or the “Adviser”), the investment adviser to the Fund, generally expects the Fund to hold less than the total number of securities in the Index, but reserves the right to hold as many securities as it believes necessary to achieve the Fund’s investment objective.

Precise in a world that isn’t. SM 91

Under normal market conditions, the Fund generally invests substantially all, but at least 80%, of its total assets in the securities comprising the Index or in securities that the Adviser determines have economic characteristics that are substantially identical to the economic characteristics of the securities that comprise the Index. The Fund will provide shareholders with at least 60 days notice prior to any material change in this 80% investment policy. In addition, the Fund may invest in debt securities that are not included in the Index, cash and cash equivalents or money market instruments, such as repurchase agreements and money market funds (including money market funds advised by the Adviser). The Fund may also enter into forward currency exchange contracts for hedging purposes. Futures contracts may be used by the Fund in seeking performance that corresponds to its Index and in managing cash flows.

The Index is designed to track the fixed-rate local currency sovereign debt of investment grade countries outside the United States. The Index includes government bonds issued by investment grade countries outside the United States, in local currencies, that have a remaining maturity of one year or more and are rated investment grade (Baa3/BBB-/BBB-or higher using the middle rating of Moody’s Investors Service, Inc., Standard & Poor’s, Inc. and Fitch Inc., respectively). Each of the component securities in the Index is a constituent of the Barclays Capital Global Treasury ex-US Index, screened such that the following countries are included: Australia, Austria, Belgium, Canada, Denmark, France, Germany, Greece, Italy, Japan, Mexico, Netherlands, Poland, South Africa, Spain, Sweden, Taiwan, United Kingdom. In addition, the securities in the Index must be fixed-rate and have certain minimum amounts outstanding, depending upon the currency in which the bonds are denominated. The Index is calculated by Barclays Capital using a modified “market capitalization” methodology. This design ensures that each constituent country within the Index is represented in a proportion consistent with its percentage with respect to the total market capitalization of the Index. Component securities in each constituent country are represented in a proportion consistent with their percentage relative to the other component securities in the constituent country. Under certain conditions, however, the par amount of a component security within the Index may be adjusted to conform to Internal Revenue Code requirements. As of September 30, 2011, there were approximately 724 securities in the Index and the modified adjusted duration of securities in the Index was approximately 6.78 years.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

92 Precise in a world that isn’t. SM

substantially slower than originally anticipated and the value of those securities may fall sharply. This may result in a reduction in income from debt securities income.

derivatives risk: A derivative is a financial contract the value of which depends on, or is derived from, the value of a financial asset (such as stock, bond or currency), a physical asset (such as gold) or a market index (such as the S&P 500 Index). The Fund may invest in futures contracts and forward foreign currency contracts. Futures contracts generally provide for the future sale by one party and purchase by another party of a specified commodity or security at a specified future time and at a specified price. Forward foreign currency contracts involve an obligation to purchase or sell a specific amount of currency at a future date or date range at a specific price, thereby fixing the exchange rate for a specified time in the future. When used for hedging purposes, forward foreign currency contracts tend to limit any potential gain that may be realized if the value of the Fund’s foreign holdings increases because of currency fluctuations. Compared to conventional securities, derivatives can be more sensitive to changes in interest rates or to sudden fluctuations in market prices and thus a Fund’s losses may be greater if it invests in derivatives than if it invests only in conventional securities.

Precise in a world that isn’t. SM 93

FUND PERFORMANCE

annual total return (years ended 12/31)*


2008			4.44
2009			6.51
2010			4.13

Highest Quarterly Return: 11.62% (Q3 2010)
Lowest Quarterly Return: -5.05% (Q3 2008)

* As of September 30, 2011, the Fund’s Calendar Year-To-Date return was 3.70%.

average annual total returns (for periods ending 12/31/10)


			SINCE INCEPTION
	ONE YEAR		(10/2/07)

RETURN BEFORE TAXES		4.13%		5.80%

RETURN AFTER TAXES ON DISTRIBUTIONS		3.80%		5.18%

RETURN AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES		2.68%		4.60%

BARCLAYS CAPITAL GLOBAL TREASURY EX-US CAPPED INDEX (reflects no deductions for fees, expenses or taxes)		4.44%		6.69%

PORTFOLIO MANAGEMENT

investment adviser

SSgA FM serves as the investment adviser to the Fund.

portfolio managers

The professionals primarily responsible for the day-to-day management of the Fund are Michael Brunell, John Kirby and Allen Kwong.

michael brunell is a Vice President of SSgA FM and is a member of the Passive Fixed Income Portfolio Management Group. He joined the Adviser in 1997.

john kirby is a Managing Director of SSgA FM and head of the firm’s Fixed Income Index team. He joined the Adviser in 1997.

allen kwong is a Principal of SSgA FM and Portfolio Manager in the Passive Fixed Income Portfolio Management Group. He joined the Adviser in 1997.

94 Precise in a world that isn’t. SM

PURCHASE AND SALE INFORMATION

TAX INFORMATION

Precise in a world that isn’t. SM 95

SPDR^® Barclays Capital International Corporate Bond ETF

INVESTMENT OBJECTIVE

The SPDR Barclays Capital International Corporate Bond ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of an index that tracks the investment grade corporate sector of the global bond market outside of the United States.

FEES AND EXPENSES OF THE FUND

annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment):



MANAGEMENT FEES		0.55%

DISTRIBUTION AND SERVICE (12b-1) FEES*		None

OTHER EXPENSES		0.00%

TOTAL ANNUAL FUND OPERATING EXPENSES		0.55%


*		The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.

example:




YEAR 1	YEAR 3	YEAR 5	YEAR 10

$56	$176	$307	$689

portfolio turnover:

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of the Barclays Capital Global Aggregate ex-USD >$1B: Corporate Bond Index (the “Index”), the Fund employs a sampling strategy, which means that the Fund is not required to purchase all of the securities represented in the Index. Instead, the Fund may purchase a subset of the securities in the Index in an effort to hold a portfolio of securities with generally the same risk and return characteristics of the Index. The quantity of holdings in the Fund will be based on a number of factors, including asset size of the Fund. State Street Global Advisors Limited (“SSgA LTD” or the “Sub-Adviser”), the investment sub-adviser to the Fund, generally expects the Fund to hold less than the total number of securities in the Index, but reserves the right to hold as many securities as it believes necessary to achieve the Fund’s investment objective.

96 Precise in a world that isn’t. SM

substantially identical to the economic characteristics of the securities that comprise the Index. The Fund will provide shareholders with at least 60 days notice prior to any material change in this 80% investment policy. In addition, the Fund may invest in debt securities that are not included in the Index, cash and cash equivalents or money market instruments, such as repurchase agreements and money market funds (including money market funds advised by SSgA Funds Management, Inc. (“SSgA FM” or the “Adviser”), the investment adviser to the Fund). The Fund may also enter into forward currency exchange contracts for hedging and/or investment purposes. Swaps and futures contracts may be used by the Fund in seeking performance that corresponds to its Index and in managing cash flows.

The Index is designed to be a broad based measure of the global investment grade, fixed rate, fixed income corporate markets outside the United States. The Index is part of the Barclays Capital Global ex-USD Aggregate Bond Index. The securities in the Index must have a minimum $1 billion EUR, GBP market capitalization outstanding and at least 1 year remaining. Securities must be fixed rate, although zero coupon bonds and step-ups are permitted. Additionally, securities must be rated investment grade (Baa3/BBB-/BBB- or better) using the middle rating from Moody’s Investors Service, Inc., Fitch Inc., or Standard & Poor’s, Inc. after dropping the highest and lowest available ratings. If only two agencies rate a security, then the more conservative (lower) rating will be used. If only one rating agency rates a security, then that one rating will be used. Excluded from the Index are subordinated debts, convertible securities, floating-rate notes, fixed-rate perpetuals, warrants, linked bonds, and structured products. The Index is market capitalization weighted and the securities in the Index are updated on the last business day of each month. As of September 30, 2011, there were approximately 536 securities in the Index and the modified adjusted duration of securities in the Index was approximately 4.35 years. As of September 30, 2011, the following countries were represented in the Index: Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Greece, Hong Kong, Ireland, Italy, Japan, Luxembourg, Mexico, the Netherlands, Norway, Portugal, Spain, Sweden, Switzerland, the United Kingdom and the United States.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

index tracking risk: While the Sub-Adviser seeks to track the performance of the Index as closely as possible (i.e., achieve a high degree of correlation with the Index), the Fund’s return may not match or achieve a high degree of correlation with the return of the Index due to operating expenses, transaction costs, cash flows, regulatory requirements and operational inefficiencies. For example, the Adviser anticipates that it may take several business days for additions and deletions to the Index to be reflected in the portfolio composition of the Fund.

Precise in a world that isn’t. SM 97

substantially slower than originally anticipated and the value of those securities may fall sharply. This may result in a reduction in income from debt securities income.

derivatives risk: A derivative is a financial contract the value of which depends on, or is derived from, the value of a financial asset (such as stock, bond or currency), a physical asset (such as gold) or a market index (such as the S&P 500 Index). The Fund may invest in swaps, futures contracts and forward foreign currency contracts. Swaps are contracts in which one party agrees to make periodic payments to the other party based on the change in market value or level of a specified rate, index or asset in return for payments based on the return of a different specified rate, index or asset. Futures contracts generally provide for the future sale by one party and purchase by another party of a specified commodity or security at a specified future time and at a specified price. Forward foreign currency contracts involve an obligation to purchase or sell a specific amount of currency at a future date or date range at a specific price, thereby fixing the exchange rate for a specified time in the future. When used for hedging purposes, forward foreign currency contracts tend to limit any potential gain that may be realized if the value of the Fund’s foreign holdings increases because of currency fluctuations. Compared to conventional securities, derivatives can be more sensitive to changes in interest rates or to sudden fluctuations in market prices and thus a Fund’s losses may be greater if it invests in derivatives than if it invests only in conventional securities.

foreign investment risk: Returns on investments in foreign securities could be more volatile than, or trail the returns on, investments in U.S. securities. Investments in securities issued by entities based outside the U.S. pose distinct risks since political and economic events unique to a country or region will affect those markets and their issuers. Further, such entities and/or their securities may also be affected by currency controls; different accounting, auditing, financial reporting, and legal standards and practices; expropriation; changes in tax policy; greater market volatility; differing securities market structures; higher transaction costs; and various administrative difficulties, such as delays in clearing and settling portfolio transactions or in receiving payment of dividends. Securities traded on foreign markets may be less liquid (harder to sell) than securities traded domestically. In addition, the value of the currency of the country in which the Fund has invested could decline relative to the value of the U.S. dollar, which may affect the value of the investment to U.S. investors. These risks may be heightened in connection with investments in developing or emerging countries.

geographic risk: Funds that are less diversified across countries or geographic regions are generally riskier than more geographically diversified funds. For example, a Fund that focuses on a single country (e.g., China or Japan), or a specific region (e.g., the Middle East or African countries) is more exposed to that country’s or region’s economic cycles, currency exchange rates, stock market valuations and political risks compared with a more geographically diversified fund. The economies and financial markets of certain regions, such as Latin America, Asia or Eastern Europe, can be interdependent and may decline all at the same time.

europe: Developed and emerging market countries in Europe will be significantly affected by the fiscal and monetary controls of the European Monetary Union. Changes in regulations on trade, decreasing imports or exports, changes in the exchange rate of the euro and recessions among European countries may have a significant adverse effect on the economies of other European countries including those of Eastern Europe. The markets in Eastern Europe remain relatively undeveloped and can be particularly sensitive to political and economic developments.

FUND PERFORMANCE

98 Precise in a world that isn’t. SM

PORTFOLIO MANAGEMENT

investment adviser

SSgA FM serves as the investment adviser to the Fund. SSgA LTD, an affiliate of the Adviser, serves as sub-adviser to the Fund, subject to supervision by the Adviser and the Board of Trustees. To the extent that a reference in this Prospectus refers to the “Adviser,” such reference should also be read to refer to SSgA LTD with respect to the Fund where the context requires.

portfolio managers

The professionals primarily responsible for the day-to-day management of the Fund are Stephen Yeats and John Philpot.

stephen yeats is an Investment Manager at SSgA LTD. He joined SSgA LTD in February 2007.

john philpot is a Co-Head of the London Fixed Income Beta Solutions team at SSgA LTD. He joined SSgA LTD in August 2000.

PURCHASE AND SALE INFORMATION

TAX INFORMATION

Precise in a world that isn’t. SM 99

SPDR^® Barclays Capital Emerging Markets Local Bond ETF

INVESTMENT OBJECTIVE

The SPDR Barclays Capital Emerging Markets Local Bond ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of an index that tracks the fixed-rate local currency sovereign debt of emerging market countries..

FEES AND EXPENSES OF THE FUND

annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment):



MANAGEMENT FEES		0.50%

DISTRIBUTION AND SERVICE (12b-1) FEES (1)		None

OTHER EXPENSES (2)		0.00%

TOTAL ANNUAL FUND OPERATING EXPENSES		0.50%


(1)		The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.

(2)		“Other Expenses” are based on estimated amounts for the current fiscal year.

example:




YEAR 1			YEAR 3

$51			$160

portfolio turnover:

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the period from the commencement of the Fund’s operations (February 23, 2011) to the end of the most recent fiscal year, the Fund’s portfolio turnover rate was 5% of the average value of its portfolio.

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of the Barclays Capital EM Local Currency Government Diversified Index (the “Index”), the Fund employs a sampling strategy, which means that the Fund is not required to purchase all of the securities represented in the Index. Instead, the Fund may purchase a subset of the securities in the Index in an effort to hold a portfolio of securities with generally the same risk and return characteristics of the Index. The quantity of holdings in the Fund will be based on a number of factors, including asset size of the Fund. State Street Global Advisors Limited (“SSgA LTD” or the “Sub-Adviser”), the investment sub-adviser to the Fund, generally expects the Fund to hold less than the total number of securities in the Index, but reserves the right to hold as many securities as it believes necessary to achieve the Fund’s investment objective.

100 Precise in a world that isn’t. SM

Under normal market conditions, the Fund generally invests substantially all, but at least 80%, of its total assets in the securities comprising the Index or in securities that the Sub-Adviser determines have economic characteristics that are substantially identical to the economic characteristics of the securities that comprise the Index. The Fund will provide shareholders with at least 60 days notice prior to any material change in this 80% investment policy. In addition, the Fund may invest in debt securities that are not included in the Index, cash and cash equivalents or money market instruments, such as repurchase agreements and money market funds (including money market funds advised by the SSgA Funds Management, Inc. (“SSgA FM” or the “Adviser”), the investment adviser to the Fund). The Fund may also enter into forward currency exchange contracts for hedging and/or investment purposes. Swaps and futures contracts may be used by the Fund in seeking performance that corresponds to its Index and in managing cash flows.

The Index is designed to measure the performance of the fixed-rate local currency sovereign debt of emerging market countries. The Index includes government bonds issued by investment grade and non-investment grade countries outside the United States, in local currencies, that have a remaining maturity of one year or more and are rated B3/B-/B- or higher using the middle rating of Moody’s Investor Service, Inc., Standard & Poor’s, Inc. and Fitch Inc., respectively). Each of the component securities in the Index is a constituent of the Barclays Capital EM Local Currency Government Index, screened such that the following countries are included: Brazil, Chile, Colombia, Czech Republic, Egypt, Hungary, Indonesia, Israel, Malaysia, Mexico, Peru, Philippines, Poland, Russia, South Africa, South Korea, Thailand and Turkey. As of September 30, 2011 there were approximately 390 securities in the Index and the modified adjusted duration of securities in the Index was approximately 4.49 years.

The Index is calculated by Barclays Capital, Inc. (“Barclays Capital” or “Index Provider”) using a modified “market capitalization” methodology. This design ensures that each constituent country within the Index is represented in a proportion consistent with its percentage with respect to the total market capitalization of the Index. Component securities in each constituent country are represented in a proportion consistent with their percentage relative to the other component securities in the constituent country. Under certain conditions, however, the par amount of a component security within the Index may be adjusted to conform to Internal Revenue Code requirements.

The Index is sponsored by Barclays Capital which is not affiliated with the Fund, the Adviser or the Sub-Adviser. The Index Provider determines the composition of the Index, relative weightings of the securities in the Index and publishes information regarding the market value of the Index.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

index tracking risk: While the Sub-Adviser seeks to track the performance of the Index as closely as possible (i.e., achieve a high degree of correlation with the Index), the Fund’s return may not match or achieve a high degree of correlation with the return of the Index due to operating expenses, transaction costs, foreign currency-related transactions, cash flows, regulatory requirements and operational inefficiencies. For example, the Sub-Adviser anticipates that it may take several business days for additions and deletions to the Index to be reflected in the portfolio composition of the Fund.

Precise in a world that isn’t. SM 101

substantially slower than originally anticipated and the value of those securities may fall sharply. This may result in a reduction in income from debt securities income.

derivatives risk: A derivative is a financial contract the value of which depends on, or is derived from, the value of a financial asset (such as stock, bond or currency), a physical asset (such as gold) or a market index (such as the S&P 500 Index). The Fund may invest in swaps, futures contracts and forward foreign currency contracts. Swaps are contracts in which one party agrees to make periodic payments to the other party based on the change in market value or level of a specified rate, index or asset in return for payments based on the return of a different specified rate, index or asset. Futures contracts generally provide for the future sale by one party and purchase by another party of a specified commodity or security at a specified future time and at a specified price. Forward foreign currency contracts involve an obligation to purchase or sell a specific amount of currency at a future date or date range at a specific price, thereby fixing the exchange rate for a specified time in the future. When used for hedging purposes, forward foreign currency contracts tend to limit any potential gain that may be realized if the value of the Fund’s foreign holdings increases because of currency fluctuations. Compared to conventional securities, derivatives can be more sensitive to changes in interest rates or to sudden fluctuations in market prices and thus a Fund’s losses may be greater if it invests in derivatives than if it invests only in conventional securities.

emerging markets risk: Investment in emerging markets subjects the Fund to a greater risk of loss than investments in a developed market. This is due to, among other things, greater market volatility, lower trading volume, political and economic instability, high levels of inflation, deflation or currency devaluation, greater risk of market shut down, and more governmental limitations on foreign investment policy than those typically found in a developed market. In addition, the financial stability of issuers (including governments) in emerging market countries may be more precarious than in other countries. As a result, there will tend to be an increased risk of price volatility in the Fund’s investments in emerging market countries, which may be magnified by currency fluctuations relative to the U.S. dollar. Settlement practices for transactions in foreign markets may differ from those in U.S. markets. Such differences include delays beyond periods customary in the United States and practices, such as delivery of securities prior to receipt of payment, which increase the likelihood of a “failed settlement.” Failed settlements can result in losses to the Fund. For these and other reasons, investments in emerging markets are often considered speculative.

102 Precise in a world that isn’t. SM

FUND PERFORMANCE

PORTFOLIO MANAGEMENT

investment adviser

portfolio managers

The professionals primarily responsible for the day-to-day management of the Fund are Abhishek Kumar and John Philpot.

Abhishek Kumar is an Investment Manager at SSgA LTD. He joined SSgA LTD in September 2010.

john philpot is a Co-Head of the London Fixed Income Beta Solutions team at SSgA LTD. He joined SSgA LTD in August 2000.

PURCHASE AND SALE INFORMATION

TAX INFORMATION

Precise in a world that isn’t. SM 103

SPDR^® Barclays Capital High Yield Bond ETF

INVESTMENT OBJECTIVE

The SPDR Barclays Capital High Yield Bond ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of an index that tracks the U.S. high yield corporate bond market.

FEES AND EXPENSES OF THE FUND

annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment):



MANAGEMENT FEES		0.40%

DISTRIBUTION AND SERVICE (12b-1) FEES (1)		None

OTHER EXPENSES (2)		0.00%

TOTAL ANNUAL FUND OPERATING EXPENSES (2)		0.40%


(1)		The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.

(2)		Amounts do not reflect certain other expenses of 0.01% incurred during the prior fiscal year which are not expected to be incurred during the current fiscal year.

example:




YEAR 1	YEAR 3	YEAR 5	YEAR 10

$41	$128	$224	$505

portfolio turnover:

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of the Barclays Capital High Yield Very Liquid Index (the “Index”), the Fund employs a sampling strategy, which means that the Fund is not required to purchase all of the securities represented in the Index. Instead, the Fund may purchase a subset of the securities in the Index in an effort to hold a portfolio of securities with generally the same risk and return characteristics of the Index. The quantity of holdings in the Fund will be based on a number of factors, including asset size of the Fund. SSgA Funds Management, Inc. (“SSgA FM” or the “Adviser”), the investment adviser to the Fund, generally expects the Fund to hold less than the total number of securities in the Index, but reserves the right to hold as many securities as it believes necessary to achieve the Fund’s investment objective.

104 Precise in a world that isn’t. SM

The Index is designed to measure the performance of publicly issued U.S. dollar denominated high yield corporate bonds with above-average liquidity. High yield securities are generally rated below investment grade and are commonly referred to as “junk bonds.” The Index includes publicly issued U.S. dollar denominated, non-investment grade, fixed-rate, taxable corporate bonds that have a remaining maturity of at least one year, regardless of optionality, are rated high-yield (Ba1/BB+/BB+ or below) using the middle rating of Moody’s Investors Service, Inc., Fitch Inc., or Standard & Poor’s, Inc., respectively, and have $600 million or more of outstanding face value. Only the largest issue of each issuer with a maximum age of three years can be included in the Index. In addition, securities must be registered or issued under Rule 144A of the Securities Act of 1933, as amended. Original issue zero coupon bonds, step-up coupons, and coupons that change according to a predetermined schedule are also included. The Index includes only corporate sectors. The corporate sectors are Industrial, Utility, and Financial Institutions. Excluded from the Index are non-corporate bonds, structured notes with embedded swaps or other special features, private placements, bonds with equity-type features (e.g., warrants, convertibility), floating-rate issues, Eurobonds, defaulted bonds, payment in kind (PIK) securities and emerging market bonds. The Index is issuer capped and the securities in the Index are updated on the last business day of each month. As of September 30, 2011, there were approximately 193 securities in the Index and the modified adjusted duration of securities in the Index was approximately 4.81 years.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

Precise in a world that isn’t. SM 105

high yield securities risk: Securities rated below investment grade, commonly referred to as “junk bonds,” include bonds that are rated Ba1/BB+/BB+ or below by Moody’s Investors Service, Inc., Fitch Inc., or Standard & Poor’s, Inc., respectively, and may involve greater risks than securities in higher rating categories. Such bonds are regarded as speculative in nature, involve greater risk of default by the issuing entity and may be subject to greater market fluctuations than higher rated fixed income securities. They are usually issued by companies without long track records of sales and earnings, or by those companies with questionable credit strength. The retail secondary market for these “junk bonds” may be less liquid than that of higher rated securities and adverse conditions could make it difficult at times to sell certain securities or could result in lower prices than those used in calculating the Fund’s net asset value. When the Fund invests in “junk bonds,” it may also be subject to greater credit risk because it may invest in debt securities issued in connection with corporate restructuring by highly leveraged issuers or in debt securities not current in the payment of interest or principal or in default.

106 Precise in a world that isn’t. SM

securities), or even ceased operations. These actions have caused the securities of many financial services companies to experience a dramatic decline in value. Credit losses resulting from financial difficulties of borrowers and financial losses associated with investment activities can negatively impact the sector. Insurance companies may be subject to severe price competition.

FUND PERFORMANCE

annual total return (years ended 12/31)*


2008			-30.21
2009			50.50
2010			13.99

Highest Quarterly Return: 22.44% (Q2 2009)

Lowest Quarterly Return: -18.59% (Q4 2008)

* As of September 30, 2011, the Fund’s Calendar Year-To-Date return was -2.89%.

average annual total returns (for periods ending 12/31/10)


			SINCE INCEPTION
	ONE YEAR		(11/28/07)

RETURN BEFORE TAXES		13.99%		6.11%

RETURN AFTER TAXES ON DISTRIBUTIONS		9.82%		1.87%

RETURN AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES		9.06%		2.57%

BARCLAYS CAPITAL HIGH YIELD VERY LIQUID INDEX (reflects no deductions for fees, expenses or taxes)		15.09%		10.47%

Precise in a world that isn’t. SM 107

PORTFOLIO MANAGEMENT

investment adviser

SSgA FM serves as the investment adviser to the Fund.

portfolio managers

The professionals primarily responsible for the day-to-day management of the Fund are Michael Brunell, John Kirby and Max DeSantis.

michael brunell is a Vice President of SSgA FM and is a member of the Passive Fixed Income Portfolio Management Group. He joined the Adviser in 1997.

john kirby is a Managing Director of SSgA FM and head of the firm’s Fixed Income Index team. He joined the Adviser in 1997.

max desantis is a Principal of SSgA FM and is a Portfolio Manager in the Passive Fixed Income Portfolio Management Group. He joined the Adviser in 2008.

PURCHASE AND SALE INFORMATION

TAX INFORMATION

108 Precise in a world that isn’t. SM

ADDITIONAL STRATEGIES

Under various circumstances where it may not be possible or practical to purchase all of the securities in the benchmark Index for each Fund or amounts of such securities in proportion to their weighting in the Index, such as when there are practical difficulties or substantial costs involved in compiling a portfolio of securities to follow the Index, in instances when a security in the Index becomes temporarily illiquid, unavailable or less liquid, or due to legal restrictions (such as diversification requirements that apply to the Fund but not the Index), and in particular with respect to Funds that employ a sampling strategy, the Adviser will utilize a sampling strategy in managing the Funds. Sampling means that the Adviser uses quantitative analysis to select securities, including securities in the Index, outside of the Index and derivatives, that have a similar investment profile as the relevant Index in terms of key risk factors, performance attributes and other economic characteristics. These include industry weightings, market capitalization, and other financial characteristics of securities. The quantity of holdings in each Fund will be based on a number of factors, including asset size of the Fund. In addition, from time to time, securities are added to or removed from each Index. The Adviser may sell securities that are represented in an Index, or purchase securities that are not yet represented in an Index, in anticipation of their removal from or addition to an Index. Further, the Adviser may choose to overweight securities in an Index, purchase or sell securities not in an Index, or utilize various combinations of other available techniques, in seeking to track an Index.

Each Municipal Bond ETF has adopted a fundamental investment policy and certain of the other Funds, as described in the Statement of Additional Information (“SAI”), have adopted a non-fundamental investment policy to invest at least 80% of their respective net assets in investments suggested by their respective names, measured at the time of investment. A Fund will provide shareholders with at least 60 days notice prior to any material change in this 80% investment policy. For purposes of this policy, the term “assets” means net assets plus the amount of borrowings for investment purposes. The Board of Trustees of the Trust (the “Board”) may change a Fund’s investment strategy, Index and other policies without shareholder approval, except as otherwise indicated. Each Fund will provide shareholders with at least 60 days notice prior to changing its Index. The Board may also change a Fund’s investment objective without shareholder approval.

certain other investments. Each Fund may invest in convertible securities, variable rate demand notes (VRDNs), commercial paper, structured notes (notes on which the amount of principal repayment and interest payments are based on the movement of one or more specified factors such as the movement of a particular security or index), swaps and in options and futures contracts. Swaps, options and futures contracts, convertible securities and structured notes may be used by a Fund in seeking performance that corresponds to its Index and in managing cash flows.

Precise in a world that isn’t. SM 109

receive a portion of the income generated by lending its securities and investing the respective collateral. A Fund will receive collateral for each loaned security which is at least equal to the market value of that security, marked to market each trading day. In the securities lending program, the borrower generally has the right to vote the loaned securities, however a Fund may call loans to vote proxies if a material issue affecting the Fund’s economic interest in the investment is to be voted upon. Security loans may be terminated at any time by a Fund.

ADDITIONAL RISK INFORMATION

principal risks

market risk: An investment in a Fund involves risks similar to those of investing in any fund, such as market fluctuations caused by such factors as economic and political developments, changes in interest rates and perceived trends in security prices. The values of securities could decline generally or could underperform other investments. Different types of securities tend to go through cycles of out-performance and under-performance in comparison to the general securities markets. In addition, securities may decline in value due to factors affecting a specific issuer, market or securities markets generally.

interest rate risk: Interest rate risk is the risk that the securities in the Fund’s portfolio will decline in value because of increases in market interest rates. Debt securities with longer durations tend to be more sensitive to changes in interest rates, usually making them more volatile than debt securities with shorter durations.

issuer risk: There may be economic or political changes that impact the ability of issuers to repay principal and to make interest payments on securities. Changes to the financial condition or credit rating of issuers may also adversely affect the value of the Fund’s securities.

credit risk: The Fund could lose money if the issuer of a debt security is unable to meet its principal obligations in a timely manner, or if negative perceptions of the issuer’s ability to make such payments cause the price of the bond to decline. Additionally, with respect to the SPDR Nuveen S&P VRDO Municipal Bond ETF, there is a risk that the Remarketing Agent will be unable to purchase the VRDO securities in which the Fund invests at their par value, pursuant to their bondholder put provision. Funds that invest primarily in bonds issued by U.S. government agencies and instrumentalities will be subject to less credit risk than funds that invest in other debt obligations.

liquidity risk: Liquidity risk exists when particular investments are difficult to purchase or sell. If the Fund invests in illiquid securities or securities that become illiquid, it may reduce the returns of the Fund because the Fund may be unable to sell the illiquid securities at an advantageous time or price. Additionally, the market for certain investments may become illiquid under adverse market or economic conditions independent of any specific adverse changes in the conditions of a particular issuer. In such cases, a Fund, due to limitations on investments in illiquid securities and/or the difficulty in purchasing and selling such investments, may be unable to achieve its desired level of exposure to a certain market or sector and the Fund may not achieve a high degree of correlation with its Index. Furthermore, if a Fund’s principal investment strategies involve investing in municipal securities or high yield securities, the Fund’s portfolio may have greater exposure to liquidity risk since the markets for such securities may be less liquid than the traditional bond markets. There may also be less information available on the financial condition of issuers of these types of securities than for public corporations. This means that it may be harder to buy and sell such securities, especially on short notice, and these securities may be more difficult for a Fund to value accurately than securities of public corporations.

reinvestment risk: The Fund’s performance may be adversely impacted when interest rates fall because the Fund must invest in lower-yielding bonds as bonds in its portfolio mature. This risk is typically greater with respect to short-term bond funds and lower for long-term bond funds.

call risk: The Fund may invest in callable bonds, and such issuers may “call” or repay securities with higher coupon or interest rates before the security’s maturity date. If interest rates are falling, the Fund may have to reinvest the unanticipated proceeds at lower interest rates, resulting in a decline in the Fund’s income.

income risk: The Fund’s income may decline due to falling interest rates. During a period of falling interest rates, income risk is generally higher for short term bond

110 Precise in a world that isn’t. SM

funds, moderate for intermediate term bond funds and low for long term bond funds. Therefore, investors should expect a Fund’s monthly income to fluctuate accordingly.

foreign issuer risk (spdr barclays capital short term corporate bond etf, spdr barclays capital intermediate term corporate bond etf, spdr barclays capital long term corporate bond etf, spdr barclays capital issuer scored corporate bond etf, spdr db international government inflation-protected bond etf, spdr barclays capital short term international treasury bond etf, spdr barclays capital international treasury bond etf, spdr barclays international corporate bond etf and spdr barclays capital emerging markets local bond etf only): Securities of foreign issuers involve special risks and costs. Returns on investments in securities of foreign issuers could be more volatile than, or trail the returns on, investments in securities of U.S. issuers.

foreign securities involve special risks and costs. Investment in foreign securities may involve higher costs than investment in U.S. securities, including higher transaction and custody costs as well as the imposition of additional taxes by foreign governments. Foreign investments may also involve risks associated with the level of currency exchange rates, less complete financial information about the issuers, less market liquidity, more market volatility and political instability. Future political and economic developments, the possible imposition of withholding taxes on income, the possible seizure or nationalization of foreign holdings, the possible establishment of exchange controls or freezes on the convertibility of currency, or the adoption of other governmental restrictions might adversely affect an investment in securities of foreign issuers. Changes to the financial condition or credit rating of foreign issuers may also adversely affect the value of a Fund’s debt securities. Additionally, foreign issuers may be subject to less stringent regulation, and to different accounting, auditing and recordkeeping requirements.

political and economic risk. The Funds are subject to foreign political and economic risk not associated with investments in securities of U.S. issuers, meaning that political events (civil unrest, national elections, changes in political conditions and foreign relations, imposition of exchange controls and repatriation restrictions), social and economic events (labor strikes, rising inflation) and natural disasters occurring in a foreign country could cause a Fund’s investments to experience gains or losses. A Fund also could be unable to enforce its ownership rights or pursue legal remedies in countries where it invests.

emerging markets risk (spdr db international government inflation-protected bond etf, spdr barclays capital short term international treasury bond etf, spdr barclays capital international treasury bond etf, and spdr barclays capital emerging markets local bond etf only): Some foreign markets in which the Funds may invest are considered to be emerging markets. Investment in these emerging markets subjects a Fund to a greater risk of loss than investments in a developed market. This is due to, among other things, greater market volatility, lower trading volume, political and economic instability, high levels of inflation, deflation or currency devaluation, greater risk of market shut down, and more governmental limitations on foreign investment policy than those typically found in a developed market. These economies are less developed and can be overly reliant on particular industries and more vulnerable to changes in international trade, trade barriers and other protectionist or retaliatory measures. High levels of debt tend to make emerging economies heavily reliant on foreign capital and vulnerable to capital flight and the volatility of emerging markets may be heightened by the actions of a few major investors. Some governments exercise substantial influence over the private economic sector and the social and political uncertainties that exist for many developing countries is significant. In adverse social and political circumstances, governments have been involved in policies of expropriation, confiscatory

Precise in a world that isn’t. SM 111

taxation, nationalism, intervention in the securities markets and trade settlement, and imposition of foreign investment restrictions and exchange controls, and these could be repeated in the future. In certain emerging markets, investments may be subject to heightened risks with regard to ownership and custody of securities. For example, security ownership may be evidenced by entries in the books of a company or its registrar, which may not be independent of the issuer, instead of through a central registration system and without effective government supervision. Particularly with respect to the Funds’ investment in actual foreign securities, the possibility of fraud, negligence, undue influence being exerted by the issuer or refusal to recognize ownership exists could, along with other factors, result in the registration of a Fund’s shareholding being completely lost and cause the Fund to suffer an investment loss. For these and other reasons, investments in emerging markets are often considered speculative.

mortgage pass-through securities risk (spdr barclays capital mortgage backed bond etf and spdr barclays capital aggregate bond etf only): Transactions in mortgage pass through securities primarily occur through TBA Transactions, as described above. Default by or bankruptcy of a counterparty to a TBA Transaction would expose the Funds to possible losses because of an adverse market action, expenses or delays in connection with the purchase or sale of the pools of mortgage pass-through securities specified in the TBA Transaction. To minimize this risk, the Funds will enter into TBA Transactions only with established counterparties (such as major broker-dealers) and the Adviser will monitor the creditworthiness of such counterparties. In addition, the Funds may accept assignments of TBA Transactions from Authorized Participants (herein defined) from time to time. The Funds’ use of “TBA rolls” may cause the Funds to experience higher portfolio turnover, higher transaction costs and to pay higher capital gain distributions to shareholders (which may be taxable) than typical ETFs. The Funds expect to enter into such contracts on a regular basis. A Fund, pending settlement of such contracts, will invest its assets in high-quality, liquid short term instruments, including shares of affiliated money market funds.

u.s. government agency securities risk (spdr barclays capital mortgage backed bond etf and spdr barclays capital aggregate bond etf only): Treasury securities are backed by the full faith and credit of the U.S. government as to the timely payment of principal and interest. Securities issued by U.S. government agencies or government-sponsored entities may not be guaranteed by the U.S. Treasury. GNMA, a wholly owned U.S. government corporation, is authorized to guarantee, with the full faith and credit of the U.S. government, the timely payment of principal and interest on securities issued by institutions approved by GNMA and backed by pools of mortgages insured by the Federal Housing Administration or the Department of Veterans Affairs. The Funds may also invest in obligations issued by other entities such as FNMA and FHLMC, which are supported solely by the credit of the agency or instrumentality itself, and are neither guaranteed nor insured by the U.S. government. FHLMC and FNMA have each been placed into conservatorship by the U.S. government under the authority of the Federal Housing Finance Agency with a stated purpose to preserve and conserve each entity’s assets and property, and to put each entity in a sound and solvent condition. No assurance can be given that these purposes will be met or that the U.S. government will provide adequate, or any, financial support to these and other agencies if needed. If a government-sponsored entity is unable to meet its obligations, the performance of a Fund will be adversely impacted.

investments in california state municipal securities (spdr nuveen barclays capital california municipal bond etf and spdr nuveen barclays capital build america bond etf only): Recent economic events in California have caused deterioration in the State’s economic base and have led to a severe financial crisis. As a result, California is currently suffering in an economic recession that has had a profound, negative impact on state and local government revenues and caused severe cash shortage due to recent market conditions. The California economy faces falling home prices, worsening credit availability, shrinking equity values, reduction of consumer confidence and spending and loss of jobs. Though approval of a budget package closed a projected $26.6 billion budget gap for the two fiscal years 2010-11 and 2011-12 and made substantial progress in addressing the state’s long-term structural budget deficit, California continues to face major long-term challenges and must address the remaining structural budget deficit and the consequences of budget-balancing actions taken in the past. All three major credit rating agencies lowered their ratings on California bonds in 2009 and continue to monitor the State’s economic situation with the possibility of further downgrades. California’s current economic problems increase the risk of investing in bonds issued by the State and its political subdivisions, agencies, instrumentalities and authorities.

112 Precise in a world that isn’t. SM

additional risks

costs of buying or selling shares. Investors buying or selling Shares in the secondary market will pay brokerage commissions or other charges imposed by brokers as determined by that broker. Brokerage commissions are often a fixed amount and may be a significant proportional cost for investors seeking to buy or sell relatively small amounts of Shares. In addition, secondary market investors will also incur the cost of the difference between the price that an investor is willing to pay for Shares (the “bid” price) and the price at which an investor is willing to sell Shares (the “ask” price). This difference in bid and ask prices is often referred to as the “spread” or “bid/ask spread.” The bid/ask spread varies over time for Shares based on trading volume and market liquidity, and is generally lower if a Fund’s Shares have more trading volume and market liquidity and higher if a Fund’s Shares have little trading volume and market liquidity. Further, increased market volatility may cause increased bid/ask spreads. Due to the costs of buying or selling Shares, including bid/ask spreads, frequent trading of Shares may significantly reduce investment results and an investment in Shares may not be advisable for investors who anticipate regularly making small investments.

Precise in a world that isn’t. SM 113

114 Precise in a world that isn’t. SM

MANAGEMENT


SPDR Barclays Capital 1-3 Month T-Bill ETF	0.1345	%
SPDR Barclays Capital TIPS ETF	0.1845	%
SPDR Barclays Capital Short Term Treasury ETF	0.1200	%(1)
SPDR Barclays Capital Intermediate Term Treasury ETF	0.1345	%
SPDR Barclays Capital Long Term Treasury ETF	0.1345	%
SPDR Barclays Capital Short Term Corporate Bond ETF	0.1245	%
SPDR Barclays Capital Intermediate Term Corporate Bond ETF	0.1500	%
SPDR Barclays Capital Long Term Corporate Bond ETF	0.1500	%
SPDR Barclays Capital Issuer Scored Corporate Bond ETF	0.1600	%
SPDR Barclays Capital Convertible Securities ETF	0.4000	%
SPDR Barclays Capital Mortgage Backed Bond ETF	0.2000	%
SPDR Barclays Capital Aggregate Bond ETF	0.1845	%(2)
SPDR Nuveen Barclays Capital Municipal Bond ETF	0.3000	%(2)
SPDR Nuveen Barclays Capital California Municipal Bond ETF	0.2000	%
SPDR Nuveen Barclays Capital New York Municipal Bond ETF	0.2000	%
SPDR Nuveen Barclays Capital Short Term Municipal Bond ETF	0.2000	%
SPDR Nuveen S&P VRDO Municipal Bond ETF	0.2000	%
SPDR Nuveen S&P High Yield Municipal Bond ETF	0.5000	%(2)
SPDR Nuveen Barclays Capital Build America Bond ETF	0.3500	%
SPDR DB International Government Inflation-Protected Bond ETF	0.5000	%
SPDR Barclays Capital Short Term International Treasury Bond ETF	0.3500	%
SPDR Barclays Capital International Treasury Bond ETF	0.5000	%
SPDR Barclays Capital International Corporate Bond ETF	0.5500	%
SPDR Barclays Capital Emerging Markets Local Bond ETF	0.5000	%
SPDR Barclays Capital High Yield Bond ETF	0.4000	%


(1)		Fund had not commenced operation as of June 30, 2011.


(2)		The Adviser has contractually agreed to waive its advisory fee and reimburse certain expenses, until October 31, 2012, so that the Net Annual Fund Operating Expenses of the SPDR Barclays Capital Aggregate Bond ETF, SPDR Nuveen Barclays Capital Municipal Bond ETF and SPDR Nuveen S&P High Yield Municipal Bond ETF are limited to 0.1345%, 0.2300% and 0.4500%, respectively, of the applicable Fund’s average daily net assets before application of any extraordinary expenses or acquired fund fees. The Adviser may continue each waiver from year to year, but there is no guarantee that the Adviser will do so and after October 31, 2012, any or all waivers may be cancelled or modified at any time.

investment sub-advisers. Pursuant to the Advisory Agreement between the Funds and the Adviser, the Adviser is authorized to engage one or more sub-advisers for the performance of any of the services contemplated to be rendered by the Adviser. The Adviser has retained Nuveen Asset Management, LLC (“Nuveen Asset Management”) as sub-adviser, to be responsible for the day-to-day management of the Municipal Bond ETFs’ and the SPDR Nuveen Barclays Capital Build America Bond ETF’s investments, subject to supervision by the Adviser and the Board. The Adviser provides administrative, compliance and general management services to the SPDR Nuveen Barclays Capital Build America Bond ETF and the Municipal Bond ETFs. Nuveen Asset Management is a subsidiary of Nuveen Fund Advisors, Inc., which is a subsidiary of Nuveen Investments, Inc. (“Nuveen Investments”). On November 13, 2007, Nuveen Investments was acquired by investors led by Madison Dearborn Partners, LLC, which is a private equity investment firm based in Chicago, Illinois. Nuveen Asset Management offers advisory and investment management services to a broad range of mutual fund

Precise in a world that isn’t. SM 115

clients and has extensive experience in managing municipal securities. As of September 30, 2011, Nuveen Asset Management managed approximately $101 billion in assets. Nuveen Asset Management’s principal business address is 333 West Wacker Drive, Chicago, Illinois 60606.

In accordance with the Sub-Advisory Agreement between the Adviser and Nuveen Asset Management, the Adviser pays Nuveen Asset Management 45% of the advisory fee paid by the SPDR Nuveen Barclays Capital Build America Bond ETF and the Municipal Bond ETFs to the Adviser (after deducting payments to service providers and expenses). The SPDR Nuveen Barclays Capital Build America Bond ETF and the Municipal Bond ETFs are not responsible for the fees paid to Nuveen Asset Management.

The Adviser has retained SSgA LTD, as sub-adviser, to be responsible for the day to day management of the SPDR Barclays Capital International Corporate Bond ETF and SPDR Barclays Capital Emerging Markets Local Bond ETF’s investments, subject to supervision by the Adviser and the Board. The Adviser will provide administrative, compliance and general management services to the SPDR Barclays Capital International Corporate Bond ETF and SPDR Barclays Capital Emerging Markets Local Bond ETF. SSgA LTD has been operating since 1990 with experience in managing indexed fixed income portfolios. As of June 30, 2011, SSgA LTD managed approximately $311.6 billion in assets. SSgA LTD’s principal business address is 20 Churchill Place, Canary Wharf, London, United Kingdom E14 5HJ.

In accordance with the Sub-Advisory Agreement between the Adviser and SSgA LTD, the Adviser pays SSgA LTD 40% of the advisory fee paid by each of the SPDR Barclays Capital International Corporate Bond ETF and SPDR Barclays Capital Emerging Markets Local Bond ETF to the Adviser (after deducting payments to the fund service providers and fund expenses). The SPDR Barclays Capital International Corporate Bond ETF and SPDR Barclays Capital Emerging Markets Local Bond ETF are not responsible for the fees paid to SSgA LTD.

A discussion regarding the Board’s consideration of the Investment Advisory is provided in the Trust’s Semi-Annual Report to Shareholders for the period ended December 31, 2010 and, with respect to any Fund that commenced operations after December 31, 2010, such discussion is provided in the Trust’s Annual Report to Shareholders for the period ended June 30, 2011.

portfolio managers. The Adviser and Sub-Advisers manage the Funds using a team of investment professionals. The team approach is used to create an environment that encourages the flow of investment ideas. The portfolio managers within each team work together in a cohesive manner to develop and enhance techniques that drive the investment process for the respective investment strategy. This approach requires portfolio managers to share a variety of responsibilities including investment strategy and analysis while retaining responsibility for the implementation of the strategy within any particular portfolio. The approach also enables the team to draw upon the resources of other groups within SSgA, as applicable. The Adviser’s portfolio management teams are overseen by the SSgA Investment Committee.

The professionals primarily responsible for the day-to-day management of each Fund are:


Portfolio Managers		Fund

Todd Bean, Steve Meier and Jeff St. Peters		SPDR Barclays Capital 1-3 Month T-Bill ETF
David Kobuszewski, Max DeSantis and Allen Kwong		SPDR Barclays Capital TIPS ETF, SPDR DB International Government Inflation-Protected Bond ETF
John Kirby and Allen Kwong		SPDR Barclays Capital Short Term Corporate Bond ETF, SPDR Barclays Capital Intermediate Term Corporate Bond ETF, SPDR Barclays Capital Long Term Corporate Bond ETF, SPDR Barclays Capital Issuer Scored Corporate Bond ETF
Michael Brunell, John Kirby and Karen Tsang		SPDR Barclays Capital Short Term Treasury ETF, SPDR Barclays Capital Intermediate Term Treasury ETF, SPDR Barclays Capital Long Term Treasury ETF
Michael Brunell, John Kirby and Max DeSantis		SPDR Barclays Capital Convertible Securities ETF, SPDR Barclays Capital Aggregate Bond ETF, SPDR Barclays Capital High Yield Bond ETF
Michael Brunell, John Kirby and Allen Kwong		SPDR Barclays Capital Short Term International Treasury Bond ETF, SPDR Barclays Capital International Treasury Bond ETF
Timothy Ryan and Steven Hlavin		Municipal Bond ETFs
Daniel Close, Timothy Ryan and Steven Hlavin		SPDR Nuveen Barclays Capital Build America Bond ETF
Allen Kwong and Karen Tsang		SPDR Barclays Capital Mortgage Backed Bond ETF
Stephen Yeats and John Philpot		SPDR Barclays Capital International Corporate Bond ETF

116 Precise in a world that isn’t. SM

Portfolio Managers
Fund

Abhishek Kumar and John Philpot
SPDR Barclays Capital Emerging Markets Local Bond ETF

todd bean. Todd Bean, CFA, is a Vice President of SSgA and SSgA FM and a Senior Portfolio Manager in the firm’s U.S. Cash Management Group. He began his career at State Street Corporation in 1999, joining the firm as an analyst in the firm’s custody and settlements area. Following a period on the money markets operations staff, Mr. Bean joined the Cash Management Group in 2004. He received a Bachelor’s degree in Economics and Government from St. Lawrence University and an MS in Finance from Northeastern University. He has earned the Chartered Financial Analyst designation and is a member of the Boston Security Analysts Society and the CFA Institute.

michael brunell. Michael Brunell, CFA, is a Principal of SSgA and SSgA FM, and is a member of the Fixed Income Portfolio Management team since 2004. In his current role as part of the Beta solutions group, he is responsible for developing and managing funds against a variety of conventional and custom bond index strategies, including fixed income ETFs which were established in 2007. Prior to joining the investment group, Mr. Brunell was responsible for managing the U.S. Bond Operations team, which he had been a member of since 1997. Mr. Brunell started his career in the investment management field when he joined the Mutual Fund Custody division of State Street in 1993. In this role he focused on the accounting and the valuation of various domestic and international equity and bond portfolios. Mr. Brunell received a BS degree in Business Administration from Saint Michael’s College and an MSF from Boston College. Additionally he is a member of the CFA Institute and the Boston Securities Analyst Society.

daniel close. Daniel Close is a Senior Vice President and Portfolio Manager at Nuveen Asset Management. Mr. Close serves as a portfolio manager for many of Nuveen Asset Management’s state-specific open-end municipal bond funds, as well as several closed-end exchange-traded funds. He joined an affiliate of Nuveen Asset Management in 2000. Prior to his current position, he served as a research analyst covering corporate-backed, energy, transportation and utility credits. Before joining Nuveen Asset Management, Mr. Close worked as an analyst at Banc of America Securities specializing in originating and structuring asset-backed securities. He received his B.S. in business from Miami University in Ohio and his M.B.A. at the J. L. Kellogg Graduate School of Management at Northwestern University. Mr. Close has earned the Chartered Financial Analyst designation.

max desantis. Max DeSantis is a Principal of SSgA and SSgA FM and Portfolio Manager in the Passive Fixed Income portfolio management group. He has been a member of this group since July 2009. He joined SSgA in 2008 as part of the Investment Risk Management team focusing on Fixed Income risk. Prior to this Mr. DeSantis worked at State Street in Corporate Finance. Prior to joining State Street, Mr. DeSantis worked in manufacturing as a process engineer and as a research assistant through Harvard Medical School doing psychiatric research. Mr. DeSantis graduated from the University of Pennsylvania with a BA degree in Mathematics and received an MBA from the Carroll School of Management at Boston College. Mr. DeSantis is currently a Level III Candidate for the Chartered Financial Analyst designation.

steven hlavin. Steven Hlavin is Vice President and Assistant Portfolio Manager for Nuveen Asset Management. He manages the Tender Option Bond program that deploys inverse floating rate securities in Nuveen Asset Management’s closed and open-end funds. In addition, he develops and assists in executing quantitative strategies for indexing purposes and yield curve positioning. He serves as chairman of Nuveen Asset Management’s Yield Curve Strategy Committee. Prior to his current position, Mr. Hlavin worked as a senior analyst responsible for the risk management and performance reporting process for Nuveen Asset Management. Mr. Hlavin joined an affiliate of Nuveen Asset Management in 2003. Mr. Hlavin earned his B.A. in finance and accounting and his M.B.A. in finance from Miami University. He has been a speaker at the Leveraging Performance Attribution Analysis for Fixed Income Investments Conference series.

john kirby. John Kirby is a Managing Director of SSgA and SSgA FM, and head of the firm’s Fixed Income Index team. He has managed the group since 1999 and portfolios within the group since 1997. In addition to portfolio management, Mr. Kirby’s responsibilities include risk management and product development. He has been working in the investment management field since 1983 and has more than 15 years of experience in the fixed income markets. Mr. Kirby holds a Bachelor’s degree from Boston College and an MBA from the Sawyer School of Management at Suffolk University. He served as a member of a municipal retirement board for ten years and currently serves on the SSgA Fiduciary

Precise in a world that isn’t. SM 117

Advisory Committee and is a member of the Barclays Capital Index Advisory Council.

david kobuszewski. David Kobuszewski is a Vice President of SSgA and SSgA FM and a Portfolio Manager in the Interest Rate Strategies Group. He is primarily responsible for the management of active government strategies. He began his career as a research assistant at the Board of Governors of the Federal Reserve System. Mr. Kobuszewski holds a BA degree in Economics and a BS degree in Business Administration from Boston University and an MBA degree from Yale University. He has earned the Chartered Financial Analyst designation.

allen kwong. Allen Kwong is a Principal of SSgA and SSgA FM and Portfolio Manager in the Passive Fixed Income Portfolio Management Group. He joined SSgA in 1997 and is responsible for developing and managing portfolios against a variety of fixed income indices. He has been in this role since 2004. Previously, Mr. Kwong worked in the Fixed Income Operations group supporting the index team. Mr. Kwong holds an MBA degree from the Carroll School of Management at Boston College and dual BS degrees in Economics and Strategic Management from Boston College. Mr. Kwong is currently a Level I Candidate for the Chartered Financial Analyst designation.

steve meier. Steve Meier, CFA, FRM, is an Executive Vice President of SSgA and SSgA FM and is the Global Cash CIO. Mr. Meier, who joined SSgA in 2003, has more than 25 years of experience in the global cash and fixed income markets. Previously, he headed the firm’s North American Cash and Securities Lending Cash Collateral portfolio management activities. Prior to joining SSgA, Mr. Meier was a Senior Managing Director in State Street’s Global Markets group responsible for developing its global fixed income business. He also served as Chief Operating Officer of State Street’s electronic bond trading subsidiary, Advanced Auctions LLC, and was a member of its European subsidiary’s Board of Directors. He received extensive capital markets experience and held senior positions in trading and investment banking in New York and London while working for Merrill Lynch and Credit Suisse First Boston for nearly 12 years. He also served on TradeWeb LLC’s Executive Board while head of CSFB’s global electronic trading unit. In addition, he was a senior global bond Portfolio Manager with Oppenheimer Capital and member of its Fixed Income Strategy Group. Mr. Meier is a member of SSgA’s Executive Management Group (EMG), Senior Management Group (SMG) and Investment Committee. He has earned the Chartered Financial Analyst designation, is a certified Financial Risk Manager (FRM), a member of the Boston Security Analysts Society, the Association for Investment Management and Research (AIMR) and the Global Association of Risk Professionals (GARP). He holds a BBA from Hofstra University, an MBA from Indiana University’s Graduate School of Business and an Advanced Certificate of Investment Management from the London Business School.

timothy ryan. Timothy Ryan is a Senior Vice President and Portfolio Manager at Nuveen Asset Management. Mr. Ryan joined an affiliate of Nuveen Asset Management in 2010. Prior to joining Nuveen Asset Management, Mr. Ryan was a principal of SSgA FM and a Vice President of SSgA and responsible for managing the series of the Trust that invest primarily in municipal securities. Prior to joining SSgA, Mr. Ryan was a lead portfolio manager in the municipal bond group at Deutsche Bank Asset Management, formally Scudder Insurance Asset Management. His clients included nuclear decommissioning trusts, insurance portfolios and corporate cash. Mr. Ryan began working at Deutsche Bank in 1991 as a municipal bond analyst covering high yield, transportation, higher education, general obligation, and money market sectors. He joined Deutsche Bank with 8 years of experience as vice president and investment banker at Mesirow Financial and vice president and financial consultant at Speer Financial. Mr. Ryan has a BS from University of Wisconsin and a Master of Management from JL Kellogg Graduate School of Management Northwestern University. Mr. Ryan has earned the Chartered Financial Analyst designation.

jeff st. peters. Jeff St. Peters is a Managing Director of SSgA and SSgA FM and a Senior Portfolio Manager within the Global Cash Management division. He is responsible for managing several securities lending, enhanced cash, offshore, and SSgA’s registered money market portfolios for both retail and institutional clients. In addition, Mr. St. Peters manages a team of portfolio managers that focus on traditional money market funds, both taxable and tax exempt. He has been managing short duration cash and securities lending portfolios at SSgA for over 8 years. Prior to joining SSgA, Mr. St. Peters was employed nearly 9 years with Fidelity Investments, the latter years within the Fidelity Management and Research Company, where he worked as a trader within the Money Market area of the Fixed Income division. In addition, he held several positions within Fidelity’s Investment Technology area, where he assisted in designing and implementing an internal

118 Precise in a world that isn’t. SM

proprietary trading system. Mr. St. Peters has over 17 years of investment experience. He holds a BS in Finance from Bentley College.

karen tsang. Karen Tsang is a Principal of SSgA and SSgA FM and a Portfolio Manager in the Passive Fixed Income Portfolio Management Group where she is primarily responsible for managing Mortgage Backed Securities and US Treasury Index Funds. Prior to her current role, she worked as a Senior Operations Associate covering all Mortgage, Asset-Backed, and Commercial Mortgage-Backed portfolios. Before joining SSgA in 1998, she worked as a Senior Fund Accountant in the Mutual Funds Division of State Street Corporation on domestic and international bonds and equity funds. Ms. Tsang holds a Bachelors degree with a dual concentration in Finance and Marketing from the Boston University School of Management.

abhishek kumar. Abhishek Kumar is an Investment Manager within the Fixed Income Beta Solutions group at SSgA LTD, having joined the company in September, 2010. He is responsible for the management of both credit and government index fixed income portfolios. Prior to joining the Investment Management team, Mr. Kumar spent three years at ICICI Bank UK PLC as an Assistant Portfolio Manager. Mr. Kumar holds a Masters in Management from ESCP Europe Paris, a Post Graduate Diploma in Management from Indian Institute of Management Lucknow, India and a Bachelors degree in Mechanical Engineering from Indian Institute of Technology Kharagpur, India. He is a CFA charterholder and is a member of the CFA Society UK and the CFA Institute.

john philpot. John Philpot is Co-Head of the London Fixed Income Beta Solutions team. Mr. Philpot is mainly responsible for overseeing a wide range of investment grade mandates, including government, corporate and inflation linked bonds. Mr. Philpot also oversees operational activities for the Fixed Income Beta Solutions team. Prior to commencing his current role, Mr. Philpot managed a range of broad investment grade and inflation linked portfolios. Previously Mr. Philpot worked as a Senior Portfolio Analyst, also at SSgA LTD. Mr. Philpot earned his BSc (Honours) from the University of London, and has obtained the Investment Management Certificate.

stephen yeats. Mr. Yeats is an Investment Manager within the Fixed Income Beta Solutions group at SSgA LTD. He joined SSgA LTD in February, 2007. He is responsible for the management of both credit and government index fixed income portfolios. In addition, Mr. Yeats is involved in the development of synthetic fixed income solutions for clients. Prior to joining the Investment Management team, Mr. Yeats was an Investment Manager in the Global Fixed Income group of Daiwa SB Investments. Mr. Yeats graduated with a Masters in Chemical Engineering from Nottingham University and has also earned the Chartered Financial Analyst (“CFA”) designation. He is a member of the UK Society of Investment Professionals and the CFA Institute.

administrator, custodian and transfer agent. State Street Bank and Trust Company (“State Street Bank”), part of State Street Corporation, is the Administrator for the Funds, the Custodian for each Fund’s assets and serves as Transfer Agent to the Funds.

INDEX/TRADEMARK LICENSES/DISCLAIMERS

The Index Providers are not affiliated with the Trust, the Adviser, the Sub-Advisers, the Funds’ administrator, custodian, transfer agent or distributor, or any of their respective affiliates. The Adviser (“Licensee”) has entered into license agreements with the Index Providers pursuant to which the Adviser pays a fee to use their respective Indexes. The Adviser is sub-licensing rights to the Indexes to the Funds at no charge.

Precise in a world that isn’t. SM 119

the results to be obtained by any person or entity from the use of any Index, any opening, intra-day or closing value therefore, or any data included therein or relating thereto, in connection with the trading of any ETF based thereon or for any other purpose. Licensor’s only relationship to the Licensee with respect to the Products is the licensing of certain trademarks and trade names of Licensor and the Licensor Indices that are determined, composed and calculated by Licensor without regard to Licensee or the Products. Licensor has no obligation to take the needs of Licensee or the owners of the Products into consideration in determining, composing or calculating the Licensor Indices. Licensor is not responsible for and has not participated in any determination or calculation made with respect to issuance of the Products. Licensor has no obligation or liability in connection with the listing, trading, marketing or administration of the Products.

WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL LICENSOR HAVE ANY LIABILITY FOR ANY DAMAGES, CLAIMS, LOSSES (INCLUDING ANY INDIRECT OR CONSEQUENTIAL LOSSES), EXPENSES OR DELAYS, WHETHER DIRECT OR INDIRECT, FORESEEN OR UNFORESEEN, SUFFERED BY ANY PERSON ARISING OUT OF ANY CIRCUMSTANCE OR OCCURRENCE RELATING TO THE PERSON’S USE OF ANY INDEX, ANY OPENING, INTRA-DAY OR CLOSING VALUE THEREFOR, ANY DATA INCLUDED THEREIN OR RELATING THERETO, OR ANY ETF BASED THEREON, OR ARISING OUT OF ANY ERRORS OR DELAYS IN CALCULATING OR DISSEMINATING SUCH INDEXES.

barclays capital inflation-linked bond index disclaimer. ^©Barclays Bank 2004. All rights reserved. The SPDR Barclays Capital TIPS ETF (“Fund”) is not sponsored, endorsed, sold or promoted by Barclays Capital, the investment banking division of Barclays Bank PLC (“Barclays Capital”). Barclays Capital or one of its affiliated entities may act as an Authorized Participant for the Fund and/or as an initial purchaser of shares of the Fund. Barclays Capital does not make any representation regarding the advisability of investing in the Fund or the advisability of investing in securities generally. The Index is determined, composed and calculated by Barclays Capital without regard to the Licensee or the Fund. Barclays Capital has no obligation to take the needs of the Licensee or the owners of the Fund into consideration in determining, composing or calculating the Index. Barclays Capital has no obligation or liability in connection with administration, marketing or trading of the Fund.

BARCLAYS CAPITAL SHALL HAVE NO LIABILITY TO LICENSEE OR TO THIRD PARTIES FOR THE QUALITY, ACCURACY AND/OR COMPLETENESS OF THE INDEX OR ANY DATA INCLUDED THEREIN OR FOR INTERRUPTIONS IN THE DELIVERY OF THE INDEX. BARCLAYS CAPITAL MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE, OWNERS OF THE FUND OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDEX OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED HEREUNDER OR FOR ANY OTHER USE. BARCLAYS CAPITAL MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE INDEX OR ANY DATA INCLUDED THEREIN. BARCLAYS CAPITAL SHALL NOT BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY INDIRECT OR CONSEQUENTIAL DAMAGES, RESULTING FROM THE USE OF THE INDEX OR ANY DATA INCLUDED THEREIN.

None of the information supplied by Barclays Capital and used in this publication may be reproduced in any manner without the prior written permission of Barclays Capital. Barclays Bank PLC is registered in England No. 1026167. Registered office: 1 Churchill Place London E14 5HP.

120 Precise in a world that isn’t. SM

s&p indexes. The “S&P National AMT-Free Municipal VRDO Index” and “S&P Municipal Yield Index) (together the “S&P Indexes”), “S&P”, “Standard & Poor’s”, are trademarks of Standard & Poor’s Financial Services LLC, an affiliate of The McGraw-Hill Companies, Inc. (“S&P” or “Standard & Poor’s”).

The Funds are not sponsored, endorsed, sold or promoted by S&P and S&P makes no representation or warranty, express or implied, to the Trust, the Adviser, the Distributor, or Beneficial Owners of the Funds’ Shares regarding the advisability of investing in index securities or exchange-traded funds generally or in the Funds particularly or the ability of the S&P Indexes to track bond performance. S&P’s only relationship to the Trust is the licensing of certain trademarks and trade names of S&P and of the S&P Indexes which are determined, comprised and calculated by S&P without regard to the Funds or their shareholders. The Adviser and the Trust are permitted to use these trademarks pursuant to a License Agreement with Standard & Poor’s. S&P has no obligation to take the needs of the Funds or their shareholders into consideration in determining, comprising or calculating the S&P Indexes. S&P is not responsible for and has not participated in any determination or calculation made with respect to issuance or redemption of the Funds’ Shares. S&P has no obligation or liability in connection with the administration, marketing or trading of the Funds.

deutsche bank index. The SPDR DB International Government Inflation-Protected Bond ETF (the “Product”) is not sponsored, endorsed, sold or promoted by Deutsche Bank AG or any subsidiary or affiliate of Deutsche Bank AG. The DB Global Government ex-US Inflation-Linked Bond Capped Index (the “DB Index”) is the exclusive property of Deutsche Bank AG. “Deutsche Bank” and “Deutsche Bank Securities Inc.” are service marks of Deutsche Bank AG and have been licensed for use for certain purposes by SSgA, a division of State Street, parent of the Adviser. Neither Deutsche Bank AG, any affiliate of Deutsche Bank AG nor any other party involved in, or related to, making or compiling the DB Index makes any representation or warranty, express or implied, concerning the DB Index, the Product or the advisability of investing in securities generally. Neither Deutsche Bank AG, any affiliate of Deutsche Bank AG nor any other party involved in, or related to, making or compiling the DB Index has any obligation to take the needs of SSgA, the sponsor of the Product, or its clients into consideration in determining, composing or calculating the DB Index. Neither Deutsche Bank AG, any affiliate of Deutsche Bank AG nor any other party involved in, or related to, making or compiling the DB Index is responsible for or has participated in the determination of the timing of, prices at, quantities or valuation of the Product. Neither Deutsche Bank AG, any affiliate of Deutsche Bank AG nor any other party involved in, or related to, making or compiling the DB Index has any obligation or liability in connection with the administration, marketing or trading of the Product.

NEITHER DEUTSCHE BANK AG, ANY AFFILIATE OF DEUTSCHE BANK AG NOR ANY OTHER PARTY INVOLVED IN, OR RELATED TO, MAKING OR COMPILING THE DB INDEX WARRANTS OR GUARANTEES THE ACCURACY AND/OR THE COMPLETENESS OF THE DB INDEX OR ANY DATA INCLUDED THEREIN AND SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. NEITHER DEUTSCHE BANK AG, ANY AFFILIATE OF DEUTSCHE BANK AG NOR ANY OTHER PARTY INVOLVED IN, OR RELATED TO, MAKING OR COMPILING THE DB INDEX MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY SSGA FROM THE USE OF THE DB INDEX OR ANY DATA INCLUDED THEREIN. NEITHER DEUTSCHE BANK AG, ANY AFFILIATE OF DEUTSCHE BANK AG NOR ANY OTHER PARTY INVOLVED IN, OR RELATED TO, MAKING OR COMPILING THE DB INDEX MAKES ANY EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, OF

Precise in a world that isn’t. SM 121

MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE DB INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL DEUTSCHE BANK AG, ANY AFFILIATE OF DEUTSCHE BANK AG OR ANY OTHER PARTY INVOLVED IN,OR RELATED TO, MAKING OR COMPILING THE DB INDEX HAVE ANY LIABILITY FOR DIRECT, INDIRECT, PUNITIVE, SPECIAL, CONSEQUENTIAL OR ANY OTHER DAMAGES OR LOSSES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY THEREOF. THERE ARE NO THIRD PARTY BENEFICIARIES OFANY AGREEMENTS OR ARRANGEMENTS BETWEEN DEUTSCHE BANK AG AND SSGA.

No purchaser, seller or holder of this security, or any other person or entity, should use or refer to any Deutsche Bank trade name, trademark or service mark to sponsor, endorse, market or promote this product without first contacting Deutsche Bank to determine whether Deutsche Bank’s permission is required. Under no circumstances may any person or entity claim any affiliation with Deutsche Bank without the written permission of Deutsche Bank. “Deutsche Bank” and “DB Global Government ex-US Inflation-Linked Bond Capped Index” are reprinted with permission. ^{^©}Copyright 2009 Deutsche Bank AG. All rights reserved. “Deutsche Bank” and “Deutsche Bank Securities Inc.” are service marks of Deutsche Bank AG and have been licensed for use for certain purposes by SSgA. The Product is not sponsored, endorsed, sold or promoted by Deutsche Bank AG. Deutsche Bank AG, as Index Provider, makes no representation, express or implied, regarding the advisability of investing in this product. As the Index Provider, Deutsche Bank AG is licensing certain trademarks, the underlying Index and trade names which are composed by Deutsche Bank AG without regard to Index, this product or any investor.

ADDITIONAL PURCHASE AND SALE INFORMATION

122 Precise in a world that isn’t. SM

OTHER CONSIDERATIONS

distribution and service plan. Each Fund has adopted a Distribution and Service Plan in accordance with Rule 12b-1 under the 1940 Act pursuant to which payments of up to 0.25% of the Fund’s average daily net assets may be made for the sale and distribution of its Shares. No payments pursuant to the Distribution and Service Plan will be made through at least October 31, 2012. Additionally, the implementation of any such payments would have to be approved by the Board prior to implementation. Because these fees would be paid out of each Fund’s assets on an on-going basis, if payments are made in the future, these fees will increase the cost of your investment and may cost you more than paying other types of sales charges.

DISTRIBUTIONS

dividends and capital gains. As a Fund shareholder, you are entitled to your share of a Fund’s income and net realized gains on its investments. Each Fund pays out substantially all of its net earnings to its shareholders as “distributions.”

Each Fund typically earns interest from debt securities and, if participating, securities lending income. In addition, the SPDR Barclays Capital Convertible Securities ETF may earn income from Preferred Securities. These amounts, net of expenses and taxes (if applicable), are passed along to Fund shareholders as “income dividend distributions.” Each Fund realizes capital gains or losses whenever it sells securities. Net long-term capital gains are distributed to shareholders as “capital gain distributions.”

Income dividend distributions, if any, are generally distributed to shareholders monthly, but may vary significantly from period to period. Net capital gains for each Fund are distributed at least annually. Dividends may be declared and paid more frequently to improve Index tracking or to comply with the distribution requirements of the Internal Revenue Code.

PORTFOLIO HOLDINGS

A description of the Trust’s policies and procedures with respect to the disclosure of each Fund’s portfolio securities is available in the SAI.

ADDITIONAL TAX INFORMATION

Unless your investment in the Funds is through a tax-exempt entity or tax deferred retirement account, such

Precise in a world that isn’t. SM 123

as a 401(k) plan, you need to be aware of the possible tax consequences when:


–	Each Fund makes distributions;

–	You sell Shares listed on the Exchange; and

–	You create or redeem Creation Units.

taxes on distributions (all funds, except the municipal bond etfs). Distributions from a Fund’s net investment income (other than qualified dividend income and net tax-exempt income), including any net short-term capital gains, if any, and distributions of income from securities lending, are taxable to you as ordinary income. In general, your distributions (other than tax exempt-interest dividends) are subject to federal income tax when they are paid, whether you take them in cash or reinvest them in a Fund. The income dividends and short-term capital gains distributions you receive from the Funds will be taxed as either ordinary income or qualified dividend income.

taxes on distributions (municipal bond etfs). Dividends paid by a Municipal Bond ETF that are properly designated as exempt-interest dividends will not be subject to regular federal income tax. Each Municipal Bond ETF intends to invest its assets in a manner such that dividend distributions to its shareholders will generally be exempt from U.S. federal income taxes, including the federal alternative minimum tax. Dividends paid by a Municipal Bond ETF will be exempt from federal income tax (though not necessarily exempt from state and local taxation) to the extent of such Fund’s tax-exempt interest income as long as 50% or more of the value of such Fund’s assets at the end of each quarter is invested in state, municipal and other bonds that are excluded from gross income for federal income tax purposes and as long as such Fund designated such dividends as exempt-interest dividends. Each Municipal Bond ETF, however, is able to invest up to 20% of its net assets in taxable securities, the income from which is subject to regular federal income tax.

There is, however, no limit on the types of municipal securities that a Municipal Bond ETF can purchase. Accordingly, because a Municipal Bond ETF may invest in private activity bonds (within the meaning of Section 141 of the Code), the interest on which is not federally tax-exempt to persons who are “substantial users” of the facilities financed by such bonds or “related persons” of such “substantial users,” a Municipal Bond ETF may not be an appropriate investment for shareholders who are considered either a “substantial user” or “related person” within the meaning of the Code. In addition, interest on certain municipal securities that meet the definition of private activity bonds under the Code is included as an item of tax preference in determining the amount of a taxpayer’s alternative minimum taxable income. To the extent a Municipal Bond ETF receives income from private activity bonds, a portion of the dividends paid by it, although otherwise exempt from federal income tax, will be taxable to those shareholders subject to the alternative minimum tax regime. Each Municipal Bond ETF will annually supply shareholders with a report indicating the percentage of its income attributable to municipal securities required to be included in calculating the federal alternative minimum tax. In addition, interest on all municipal securities, and therefore all distributions by the Municipal Bond ETFs that would otherwise be tax exempt, is required to be included in calculating a corporation’s adjusted current earnings for purposes of the alternative minimum tax calculation applicable to corporations.

Exempt-interest dividends from a Fund are taken into account in determining the taxable portion of any Social Security or railroad retirement benefits that you receive. If you receive Social Security or railroad retirement benefits, you should consult your tax advisor about how an investment in a Fund may affect the taxation of your benefits.

Depending on a shareholder’s state of residence, exempt interest dividends from interest earned on municipal securities of a state or its political subdivisions may be exempt in the hands of such shareholder from income tax in that state. However, income from municipal securities of a state other than the shareholder’s state of residence generally will not qualify for tax-free treatment for such shareholder.

124 Precise in a world that isn’t. SM

qualified dividend income or to qualify for a dividends received deduction if you are a corporate shareholder. Long-term capital gains distributions will result from gains on the sale or exchange of capital assets held by a Fund for more than one year. Any long-term capital gains distributions you receive from a Fund are taxable as long-term capital gain regardless of how long you have owned your Shares. Long-term capital gains are currently taxed at a maximum of 15%. Absent further legislation, the lower rates applicable to qualified dividend income and long-term capital gains will increase for taxable years beginning after December 31, 2012. Although the Municipal Bond ETFs do not seek to realize taxable income or capital gains, such Funds may realize and distribute taxable income or capital gains from time to time as a result of the Funds’ normal investment activities.

For taxable years beginning after December 31, 2012, U.S. individuals with income exceeding $200,000 ($250,000 if married and filing jointly), will be subject to a 3.8% Medicare contribution tax on their “net investment income,” which includes taxable interest, dividends and capital gains (including capital gains realized upon the sale or exchange of Fund Shares) but does not include exempt-interest dividends paid by Municipal Bond ETFs.

The extent to which a Fund redeems Creation Units in cash may result in more capital gains being recognized by a Fund as compared to exchange traded funds that redeem Creation Units in-kind.

original issue discount. Investments by a Fund in zero coupon or other discount securities will result in income to the Fund equal to a portion of the excess face value of the securities over their issue price (the “original issue discount” or “OID”) each year that the securities are held, even though the Fund receives no cash interest payments. In other circumstances, whether pursuant to the terms of a security or as a result of other factors outside the control of a Fund, a Fund may recognize income without receiving a commensurate amount of cash. Such income is included in determining the amount of income that the Fund must distribute to maintain its status as a regulated investment company and to avoid the payment of federal income tax, including the nondeductible 4% excise tax. Because such income may not be matched by a corresponding cash distribution to the Fund, the Fund may be required to borrow money or dispose of other securities to be able to make distributions to its shareholders.

Special rules apply if a Fund holds inflation-indexed bonds. Generally, all stated interest on such bonds is recorded as income by a Fund under its regular method of accounting for interest income. The amount of positive inflation adjustment, which results in an increase in the inflation-adjusted principal amount of the bond, is treated as OID. The OID is included in a Fund’s gross income ratably during the period ending with the maturity of the bond, under the general OID inclusion rules. The amount of a Fund’s OID in a taxable year with respect to a bond will increase the Fund’s taxable income for such year without a corresponding receipt of cash, until the bond matures. As a result, the Fund may need to use other sources of cash to satisfy its distributions for such year. The amount of negative inflation adjustments, which results in a decrease in the inflation-adjusted principal amount of the bond, reduces the amount of interest (including stated interest, OID, and market discount, if any) otherwise includible in the Fund’s income with respect to the bond for the taxable year.

market discount (for securities other than municipal securities). Any market discount recognized on a bond is taxable as ordinary income. A market discount bond is a bond acquired in the secondary market at a price below redemption value or adjusted issue price if issued with original issue discount. Absent an election by a Fund to include the market discount in income as it accrues, gain on the Fund’s disposition of such an obligation will be treated as ordinary income rather than capital gain to the extent of the accrued market discount.

Precise in a world that isn’t. SM 125

market discount (municipal securities). If a Fund purchases a municipal security at a market discount, any gain realized by the Fund upon sale or redemption of the municipal security will be treated as taxable interest income to the extent such gain does not exceed the market discount, and any gain realized in excess of the market discount will be treated as capital gains.

foreign currency transactions. A Fund’s transactions in foreign currencies, foreign-currency-denominated debt obligations and certain foreign currency options, futures contracts and forward contracts (and similar instruments) may give rise to ordinary income or loss to the extent such income or loss results from fluctuations in the value of the foreign currency concerned.

126 Precise in a world that isn’t. SM

advisor with respect to whether wash sale rules apply and when a loss might be deductible.

If you create or redeem Creation Units, you will be sent a confirmation statement showing how many Shares you purchased or sold and at what price.

build america bonds. The American Recovery and Reinvestment Act of 2009 sets forth the Build America Bond program and provides a transitional coordination provision with respect to State law and indicates that, for state income tax purposes, interest income from Build America Bonds will be treated the same as if the interest was from any other tax exempt obligation issued by a state or local government. The Act, however, permits States to provide for different tax treatment for Build America Bonds if the State decides to do so. A Fund may invest in Build America Bonds from a number of different States and, in such case, it will annually provide information regarding the percentage of its income earned in each State. Depending on each State’s tax laws, this information may be used in determining the dividend amount that may be exempt from your state and/or local income taxes. You should be aware that some States require a minimum percentage of home state bonds to permit the state tax exemption. Consult your tax advisor to determine whether such interest is exempt from your State and/or local taxes.

GENERAL INFORMATION

For purposes of the 1940 Act, Shares of the Trust are issued by the respective series of the Trust and the acquisition of Shares by investment companies is subject to the restrictions of section 12(d)(1) of the 1940 Act. The Trust has received exemptive relief from Section 12(d)(1) to allow registered investment companies to invest in the Funds beyond the limits set forth in Section 12(d)(1), subject to certain terms and conditions as set forth in an SEC exemptive order issued to the Trust, including that such investment companies enter into an agreement with the Trust.

PREMIUM/DISCOUNT INFORMATION

FINANCIAL HIGHLIGHTS

Precise in a world that isn’t. SM 127

FINANCIAL HIGHLIGHTS — (Continued)
Selected data for a share outstanding throughout each period


	SPDR Barclays Capital 1-3 Month T-Bill ETF															SPDR Barclays Capital TIPS ETF															SPDR Barclays Capital Intermediate Term Treasury ETF
													For the															For the															For the
													Period															Period															Period
	Year Ended			Year Ended			Year Ended			Year Ended			*5/25/07-**			Year Ended			Year Ended			Year Ended			Year Ended			*5/25/07-**			Year Ended			Year Ended			Year Ended			Year Ended			*5/23/07-**
	6/30/11			6/30/10			6/30/09			6/30/08			6/30/07			6/30/11			6/30/10			6/30/09			6/30/08			6/30/07			6/30/11			6/30/10			6/30/09			6/30/08			6/30/07

Net asset value, beginning of period	$	45.85		$	45.86		$	45.88		$	45.96		$	45.74		$	52.74		$	49.74		$	52.00		$	47.88		$	48.01		$	59.19		$	57.22		$	55.32		$	52.56		$	52.57

Income (loss) from investment operations:
Net investment income (loss)		0.00	(1) (2)		0.00	(1) (2)		0.23	(2)		1.32			0.20			2.21	(2)		1.78	(2)		0.54	(2)		2.86			0.41			1.17	(2)		1.19	(2)		1.43	(2)		2.06			0.22
Net realized and unrealized gain (loss) (3)		0.00	(1)		0.00	(1)		0.11			0.03			0.02			1.70			2.78			(1.19	)		4.24			(0.57	)		0.37			2.02			1.92			2.81			(0.23	)

Total from investment operations		0.00	(1)		0.00	(1)		0.34			1.35			0.22			3.91			4.56			(0.65	)		7.10			(0.16	)		1.54			3.21			3.35			4.87			(0.01	)

Net equalization credits and charges (2)		0.00	(1)		0.00	(1)		0.02			0.09			—			0.01			0.01			0.07			(0.12	)		0.03			(0.01	)		0.03			0.06			0.17			—

Other Capital (2)		—			—			—			—			—			—			—			0.00	(1)		—			—			0.00	(1)		—			—			—			—

Distributions to shareholders from:
Net investment income		—			0.00	(1)		(0.37	)		(1.52	)		—			(1.90	)		(1.57	)		(1.68	)		(2.86	)		—			(1.18	)		(1.19	)		(1.51	)		(2.24	)		—
Net realized gains		—			0.00	(1)		(0.01	)		—			—			—			—			—			—			—			(0.12	)		(0.08	)		—			(0.04	)		—
Return of capital		—			(0.01	)		—			—			—			—			—			—			—			—			—			—			—			—			—

Total distributions		—			(0.01	)		(0.38	)		(1.52	)		—			(1.90	)		(1.57	)		(1.68	)		(2.86	)		—			(1.30	)		(1.27	)		(1.51	)		(2.28	)		—

Net asset value, end of period	$	45.85		$	45.85		$	45.86		$	45.88		$	45.96		$	54.76		$	52.74		$	49.74		$	52.00		$	47.88		$	59.42		$	59.19		$	57.22		$	55.32		$	52.56

Total return (4)		0.01	%		0.00	%(5)		0.79	%		3.18	%		0.48	%		7.55	%		9.33	%		(1.11	)%		14.96	%		(0.27	)%		2.62	%		5.73	%		6.20	%		9.73	%		(0.02	)%
Net assets, end of period (in 000’s)	$	1,008,816		$	1,054,532		$	985,943		$	284,435		$	36,766		$	438,091		$	379,749		$	288,501		$	93,602		$	57,457		$	213,929		$	242,703		$	143,070		$	44,261		$	10,513
Ratio of expenses to average net assets		0.15	%		0.14	%		0.14	%		0.14	%		0.14	%(6)		0.20	%		0.19	%		0.19	%		0.19	%		0.19	%(6)		0.16	%		0.14	%		0.14	%		0.14	%		0.14	%(6)
Ratio of net investment income (loss) to average net assets		0.00	%(5)		0.00	%(5)		0.49	%		2.72	%		4.49	%(6)		4.12	%		3.48	%		1.11	%		6.49	%		10.23	%(6)		1.98	%		2.06	%		2.50	%		3.51	%		4.13	%(6)
Portfolio turnover rate (7)		628	%		623	%		692	%		583	%		2	%		21	%		18	%		21	%		16	%		—	%(5)		33	%		39	%		49	%		36	%		7	%


*		Commencement of operations
(1)		Amount is less than $0.005 per share.
(2)		Per share numbers have been calculated using average shares outstanding, which more appropriately presents the per share data for the year.
(3)		Amounts shown in this caption for a share outstanding may not accord with the change in aggregate gains and losses in securities for the fiscal period because of the timing of sales and repurchases of Fund shares in relation to fluctuating market values for the Fund.
(4)		Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates of each Fund. Total return for periods of less than one year is not annualized. Broker commission charges are not included in this calculation.
(5)		Amount is less than 0.005%.
(6)		Annualized.
(7)		Portfolio Turnover rate excludes securities received or delivered from in kind processing of creations or redemptions.

129 Precise in a world that isn’t. SM

FINANCIAL HIGHLIGHTS — (Continued)
Selected data for a share outstanding throughout each period


																																								SPDR
																																								Barclays
																																								Capital
																																								Issuer
																																								Scored
																																								Corporate
	SPDR Barclays Capital Long Term Treasury ETF															SPDR Barclays Capital Short Term Corporate Bond ETF						SPDR Barclays Capital Intermediate Term Corporate Bond ETF									SPDR Barclays Capital Long Term Corporate Bond ETF									Bond ETF
													For the						For the									For the									For the			For the
													Period						Period									Period									Period			Period
	Year Ended			Year Ended			Year Ended			Year Ended			*5/23/07-**			Year Ended			*12/16/09-**			Year Ended			Year Ended			*2/10/09-**			Year Ended			Year Ended			*3/10/09-**			*4/7/11-**
	6/30/11			6/30/10			6/30/09			6/30/08			6/30/07			6/30/11			6/30/10			6/30/11			6/30/10			6/30/09			6/30/11			6/30/10			6/30/09			6/30/11

Net asset value, beginning of period	$	59.15		$	55.00		$	53.39		$	49.67		$	50.12		$	29.98		$	30.00		$	32.50		$	30.39		$	30.00		$	36.57		$	33.31		$	30.00		$	30.00

Income (loss) from investment operations:
Net investment income (loss)		2.17	(1)		2.20	(1)		2.36	(1)		2.47			0.22			0.56	(1)		0.31	(1)		1.14	(1)		1.31	(1)		0.59	(1)		2.00	(1)		2.07	(1)		0.65	(1)		0.24	(1)
Net realized and unrealized gain (loss) (2)		(2.94	)		4.06			1.64			3.72			(0.67	)		0.48			(0.17	)		0.66			2.13			0.20			(0.22	)		3.30			3.13			0.32

Total from investment operations		(0.77	)		6.26			4.00			6.19			(0.45	)		1.04			0.14			1.80			3.44			0.79			1.78			5.37			3.78			0.56

Net equalization credits and charges (1)		0.01			0.08			0.01			(0.01	)		—			0.01			0.04			0.03			0.09			0.05			0.02			0.06			—			—

Other Capital (1)		—			—			—			—			—			0.00	(3)		0.06			0.00	(3)		0.00	(3)		—			0.02			—			—			0.11

Distributions to shareholders from:
Net investment income		(2.17	)		(2.19	)		(2.40	)		(2.45	)		—			(0.56	)		(0.26	)		(1.15	)		(1.38	)		(0.45	)		(2.01	)		(2.09	)		(0.47	)		(0.15	)
Net realized gains		—			—			—			(0.01	)		—			(0.03	)		—			(0.15	)		(0.04	)		—			(0.83	)		(0.08	)		—			—

Total distributions		(2.17	)		(2.19	)		(2.40	)		(2.46	)		—			(0.59	)		(0.26	)		(1.30	)		(1.42	)		(0.45	)		(2.84	)		(2.17	)		(0.47	)		(0.15	)

Net asset value, end of period	$	56.22		$	59.15		$	55.00		$	53.39		$	49.67		$	30.44		$	29.98		$	33.03		$	32.50		$	30.39		$	35.55		$	36.57		$	33.31		$	30.52

Total return (4)		(1.24	)%		11.93	%		7.51	%		12.62	%		(0.90	)%		3.60	%		0.79	%		5.72	%		11.85	%		2.86	%		5.20	%		16.76	%		12.70	%		2.23	%
Net assets, end of period (in 000’s)	$	22,488		$	23,661		$	16,499		$	10,678		$	9,934		$	337,925		$	161,898		$	191,565		$	113,747		$	27,349		$	35,553		$	32,909		$	6,661		$	12,208
Ratio of expenses to average net assets		0.15	%		0.14	%		0.14	%		0.14	%		0.14	%(5)		0.13	%		0.13	%(5)		0.16	%		0.15	%		0.15	%(5)		0.17	%		0.15	%		0.15	%(5)		0.16	%(5)
Ratio of net investment income (loss) to average net assets		3.79	%		4.01	%		4.14	%		4.58	%		4.29	%(5)		1.83	%		1.94	%(5)		3.45	%		4.13	%		5.22	%(5)		5.49	%		5.85	%		6.82	%(5)		3.42	%(5)
Portfolio turnover rate (6)		26	%		54	%		17	%		11	%		4	%		46	%		23	%		37	%		42	%		4	%		58	%		42	%		27	%		6	%


*		Commencement of operations
(1)		Per share numbers have been calculated using average shares outstanding, which more appropriately presents the per share data for the year.
(2)		Amounts shown in this caption for a share outstanding may not accord with the change in aggregate gains and losses in securities for the fiscal period because of the timing of sales and repurchases of Fund shares in relation to fluctuating market values for the Fund.
(3)		Amount is less than $0.005 per share.
(4)		Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates of each Fund. Total return for periods of less than one year is not annualized. Broker commission charges are not included in this calculation.
(5)		Annualized.
(6)		Portfolio Turnover rate excludes securities received or delivered from in kind processing of creations or redemptions.

131 Precise in a world that isn’t. SM

FINANCIAL HIGHLIGHTS — (Continued)
Selected data for a share outstanding throughout each period


	SPDR Barclays Capital Convertible Securities ETF									SPDR Barclays Capital Mortgage Backed Bond ETF									SPDR Barclays Capital Aggregate Bond ETF															SPDR Nuveen Barclays Capital Municipal Bond ETF
							For the									For the															For the												For the
							Period									Period															Period												Period
	Year Ended			Year Ended			*4/14/09-**			Year Ended			Year Ended			*1/15/09-**			Year Ended			Year Ended			Year Ended			Year Ended			*5/23/07-**			Year Ended			Year Ended			Year Ended			*9/11/07-**
	6/30/11			6/30/10			6/30/09			6/30/11			6/30/10			6/30/09			6/30/11			6/30/10			6/30/09			6/30/08			6/30/07			6/30/11			6/30/10			6/30/09			6/30/08

Net asset value, beginning of period	$	36.06		$	31.65		$	30.00		$	27.36		$	26.26		$	26.05		$	56.67		$	54.47		$	53.13		$	52.09		$	52.36		$	22.94		$	21.95		$	21.73		$	22.16

Income (loss) from investment operations:
Net investment income (loss)		0.68	(1)		1.43	(1)		0.35	(1)		0.48	(1)		0.68	(1)		0.25	(1)		1.55	(1)		1.85	(1)		2.13	(1)		2.44			0.24			0.79	(1)		0.85	(1)		0.86	(1)		0.64
Net realized and unrealized gain (loss) (2)		6.52			4.78			1.42			0.50			1.29			0.14			0.58			3.13			1.41			0.91			(0.51	)		(0.05	)		0.97			0.18			(0.53	)

Total from investment operations		7.20			6.21			1.77			0.98			1.97			0.39			2.13			4.98			3.54			3.35			(0.27	)		0.74			1.82			1.04			0.11

Net equalization credits and charges (1)		0.04			0.05			0.05			0.02			0.07			—			0.01			0.01			0.03			0.31			—			0.00	(3)		0.02			0.03			0.05

Other Capital (1)		0.00	(3)		0.02			0.05			0.06			0.10			—			0.00	(3)		—			0.01			—			—			—			—			0.00	(3)		0.00	(3)

Distributions to shareholders from:
Net investment income		(1.63	)		(1.76	)		(0.22	)		(0.51	)		(0.73	)		(0.18	)		(1.59	)		(1.86	)		(2.18	)		(2.62	)		—			(0.79	)		(0.85	)		(0.85	)		(0.59	)
Net realized gains		(0.12	)		(0.11	)		—			(0.56	)		(0.31	)		—			(0.82	)		(0.93	)		(0.06	)		—			—			(0.14	)		—			—			—

Total distributions		(1.75	)		(1.87	)		(0.22	)		(1.07	)		(1.04	)		(0.18	)		(2.41	)		(2.79	)		(2.24	)		(2.62	)		—			(0.93	)		(0.85	)		(0.85	)		(0.59	)

Net asset value, end of period	$	41.55		$	36.06		$	31.65		$	27.35		$	27.36		$	26.26		$	56.40		$	56.67		$	54.47		$	53.13		$	52.09		$	22.75		$	22.94		$	21.95		$	21.73

Total return (4)		20.38	%		19.92	%		6.24	%		3.88	%		8.31	%		1.51	%		3.83	%		9.36	%		6.90	%		7.13	%		(0.52	)%		3.33	%		8.50	%		5.07	%		0.73	%
Net assets, end of period (in 000’s)	$	926,572		$	259,629		$	44,307		$	35,556		$	27,362		$	5,252		$	259,438		$	221,027		$	196,090		$	116,880		$	10,419		$	873,455		$	952,260		$	583,859		$	256,404
Ratio of expenses to average net assets		0.41	%		0.40	%		0.40	%(5)		0.21	%		0.21	%		0.20	%(5)		0.15	%		0.13	%		0.13	%		0.13	%		0.13	%(5)		0.22	%		0.20	%		0.20	%		0.20	%(5)
Ratio of expenses to average net assets before waivers		N/A			N/A			N/A			N/A			N/A			N/A			0.20	%		0.19	%		0.19	%		0.19	%		0.19	%(5)		0.30	%		0.30	%		0.30	%		0.30	%(5)
Ratio of net investment income (loss) to average net assets		1.68	%		3.85	%		5.33	%(5)		1.77	%		2.55	%		2.14	%(5)		2.74	%		3.33	%		3.98	%		4.13	%		4.42	%(5)		3.46	%		3.75	%		3.96	%		3.79	%(5)
Portfolio turnover rate (6)		33	%		26	%		9	%		1,107	%		897	%		619	%		310	%		376	%		475	%		151	%		17	%		16	%		9	%		3	%		0	%


*		Commencement of operations
(1)		Per share numbers have been calculated using average shares outstanding, which more appropriately presents the per share data for the year.
(2)		Amounts shown in this caption for a share outstanding may not accord with the change in aggregate gains and losses in securities for the fiscal period because of the timing of sales and repurchases of Fund shares in relation to fluctuating market values for the Fund.
(3)		Amount is less than $0.005 per share.
(4)		Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates of each Fund. Total return for periods of less than one year is not annualized. Broker commission charges are not included in this calculation.
(5)		Annualized.
(6)		Portfolio Turnover rate excludes securities received or delivered from in kind processing of creations or redemptions.

133 Precise in a world that isn’t. SM

FINANCIAL HIGHLIGHTS — (Continued)
Selected data for a share outstanding throughout each period


	SPDR Nuveen Barclays Capital California Municipal Bond ETF												SPDR Nuveen Barclays Capital New York Municipal Bond ETF												SPDR Nuveen Barclays Capital Short Term Municipal Bond ETF
										For the												For the												For the
										Period												Period												Period
	Year Ended			Year Ended			Year Ended			*10/10/07-**			Year Ended			Year Ended			Year Ended			*10/11/07-**			Year Ended			Year Ended			Year Ended			*10/10/07-**
	6/30/11			6/30/10			6/30/09			6/30/08			6/30/11			6/30/10			6/30/09			6/30/08			6/30/11			6/30/10			6/30/09			6/30/08

Net asset value, beginning of period	$	22.53		$	21.25		$	21.74		$	22.18		$	22.66		$	21.49		$	21.64		$	21.96		$	24.08		$	23.67		$	22.82		$	22.53

Income (loss) from investment operations:
Net investment income (loss)		0.87	(1)		0.96	(1)		0.92	(1)		0.62			0.76	(1)		0.88	(1)		0.87	(1)		0.63			0.36	(1)		0.42	(1)		0.55	(1)		0.45
Net realized and unrealized gain (loss) (2)		(0.19	)		1.27			(0.52	)		(0.52	)		(0.20	)		1.16			(0.16	)		(0.39	)		0.19			0.41			0.83			0.19

Total from investment operations		0.68			2.23			0.40			0.10			0.56			2.04			0.71			0.24			0.55			0.83			1.38			0.64

Net equalization credits and charges (1)		0.01			0.01			0.02			0.02			0.00	(3)		0.01			0.01			—			0.00	(3)		0.01			0.03			0.06

Other Capital (1)		0.00	(3)		0.00	(3)		0.00	(3)		0.00	(3)		0.00	(3)		0.00	(3)		0.00	(3)		—			0.00	(3)		0.01			0.01			0.01

Distributions to shareholders from:
Net investment income		(0.86	)		(0.96	)		(0.91	)		(0.56	)		(0.76	)		(0.88	)		(0.87	)		(0.56	)		(0.36	)		(0.44	)		(0.57	)		(0.42	)
Net realized gains		(0.17	)		—			—			—			(0.12	)		—			—			—			(0.07	)		—			—			—

Total distributions		(1.03	)		(0.96	)		(0.91	)		(0.56	)		(0.88	)		(0.88	)		(0.87	)		(0.56	)		(0.43	)		(0.44	)		(0.57	)		(0.42	)

Net asset value, end of period	$	22.19		$	22.53		$	21.25		$	21.74		$	22.34		$	22.66		$	21.49		$	21.64		$	24.20		$	24.08		$	23.67		$	22.82

Total return (4)		3.23	%		10.67	%		2.02	%		0.54	%		2.55	%		9.66	%		3.49	%		1.08	%		2.33	%		3.60	%		6.29	%		3.16	%
Net assets, end of period (in 000’s)	$	73,226		$	65,333		$	40,376		$	17,392		$	24,575		$	24,926		$	15,046		$	12,986		$	1,299,603		$	1,252,378		$	501,788		$	123,225
Ratio of expenses to average net assets		0.20	%		0.20	%		0.20	%		0.20	%(5)		0.20	%		0.20	%		0.20	%		0.20	%(5)		0.20	%		0.20	%		0.20	%		0.20	%(5)
Ratio of net investment income (loss) to average net assets		3.92	%		4.32	%		4.33	%		4.04	%(5)		3.40	%		3.92	%		4.11	%		4.02	%(5)		1.49	%		1.77	%		2.35	%		2.66	%(5)
Portfolio turnover rate (6)		29	%		12	%		24	%		17	%		37	%		9	%		33	%		32	%		25	%		14	%		4	%		2	%


*		Commencement of operations
(1)		Per share numbers have been calculated using average shares outstanding, which more appropriately presents the per share data for the year.
(2)		Amounts shown in this caption for a share outstanding may not accord with the change in aggregate gains and losses in securities for the fiscal period because of the timing of sales and repurchases of Fund shares in relation to fluctuating market values for the Fund.
(3)		Amount is less than $0.005 per share.
(4)		Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates of each Fund. Total return for periods of less than one year is not annualized. Broker commission charges are not included in this calculation.
(5)		Annualized.
(6)		Portfolio Turnover rate excludes securities received or delivered from in kind processing of creations or redemptions.

135 Precise in a world that isn’t. SM

FINANCIAL HIGHLIGHTS — (Continued)
Selected data for a share outstanding throughout each period


							SPDR
							Nuveen S&P
							High
							Yield
							Municipal
	SPDR Nuveen S&P VRDO Municipal Bond ETF						Bond ETF			SPDR Nuveen Barclays Capital Build America Bond ETF						SPDR DB International Government Inflation-Protected Bond ETF												SPDR Barclays Capital Short Term International Treasury Bond ETF
				For the			For the						For the												For the									For the
				Period			Period						Period												Period									Period
	Year Ended			*9/23/09-**			*4/14/11-**			Year Ended			*5/12/10-**			Year Ended			Year Ended			Year Ended			*3/13/08-**			Year Ended			Year Ended			*1/15/09-**
	6/30/11			6/30/10			6/30/11			6/30/11			6/30/10			6/30/11			6/30/10			6/30/09			6/30/08			6/30/11			6/30/10			6/30/09

Net asset value, beginning of period	$	30.03		$	30.00		$	50.00		$	50.73		$	50.00		$	52.18		$	51.90		$	60.71		$	61.85		$	33.73		$	35.05		$	33.05

Income (loss) from investment operations:
Net investment income (loss)		0.24	(1)		0.06	(1)		0.64	(1)		2.74	(1)		0.34	(1)		3.19	(1)		2.52	(1)		2.08	(1)		0.73			0.51	(1)		0.46	(1)		0.21	(1)
Net realized and unrealized gain (loss) (2)		—			—			1.96			0.16			0.49			7.90			(1.96	)		(9.07	)		(1.35	)		4.97			(1.41	)		1.83

Total from investment operations		0.24			0.06			2.60			2.90			0.83			11.09			0.56			(6.99	)		(0.62	)		5.48			(0.95	)		2.04

Net equalization credits and charges (1)		0.00	(3)		0.00	(3)		—			0.06			—			—			0.35			0.03			0.10			—			0.07			(0.06	)

Other Capital (1)		—			0.01			—			0.02			—			0.09			0.17			0.07			0.05			0.03			0.10			0.07

Distributions to shareholders from:
Net investment income		(0.24	)		(0.04	)		(0.35	)		(2.73	)		(0.10	)		(1.50	)		(0.80	)		(0.04	)		(0.67	)		—			(0.54	)		(0.05	)
Net realized gains		—			—			—			(0.01	)		—			—			—			—			—			—			—			—
Return of capital		—			—			—			—			—			—			—			(1.88	)		—			—			(0.00	)(3)		—

Total distributions		(0.24	)		(0.04	)		(0.35	)		(2.74	)		(0.10	)		(1.50	)		(0.80	)		(1.92	)		(0.67	)		—			(0.54	)		(0.05	)

Net asset value, end of period	$	30.03		$	30.03		$	52.25		$	50.97		$	50.73		$	61.86		$	52.18		$	51.90		$	60.71		$	39.24		$	33.73		$	35.05

Total return (4)		0.81	%		0.23	%		5.21	%		6.22	%		1.67	%		21.61	%		2.03	%		(11.34	)%		(0.73	)%		16.34	%		(2.32	)%		6.22	%
Net assets, end of period (in 000’s)	$	9,010		$	15,013		$	47,025		$	30,583		$	10,147		$	1,360,851		$	850,501		$	394,482		$	206,414		$	251,107		$	134,928		$	10,514
Ratio of expenses to average net assets		0.21	%		0.21	%(5)		0.45	%(5)		0.35	%		0.36	%(5)		0.52	%		0.50	%		0.50	%		0.50	%(5)		0.36	%		0.35	%		0.36	%(5)
Ratio of expenses to average net assets before waivers		N/A			N/A			0.50	%(5)		N/A			N/A			N/A			N/A			N/A			N/A			N/A			N/A			N/A
Ratio of net investment income (loss) to average net assets		0.80	%		0.26	%(5)		5.86	%		5.54	%		5.10	%(5)		5.43	%		4.60	%		4.20	%		6.89	%(5)		1.37	%		1.30	%		1.39	%(5)
Portfolio turnover rate (6)		77	%		173	%		33	%		58	%		16	%		23	%		40	%		50	%		2	%		85	%		95	%		39	%


*		Commencement of operations
(1)		Per share numbers have been calculated using average shares outstanding, which more appropriately presents the per share data for the year.
(2)		Amounts shown in this caption for a share outstanding may not accord with the change in aggregate gains and losses in securities for the fiscal period because of the timing of sales and repurchases of Fund shares in relation to fluctuating market values for the Fund.
(3)		Amount is less than $0.005 per share.
(4)		Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates of each Fund. Total return for periods of less than one year is not annualized. Broker commission charges are not included in this calculation.
(5)		Annualized.
(6)		Portfolio Turnover rate excludes securities received or delivered from in kind processing of creations or redemptions.

137 Precise in a world that isn’t. SM

FINANCIAL HIGHLIGHTS — (Continued)
Selected data for a share outstanding throughout each period


																			SPDR
																			Barclays
																			Capital
																			Emerging
																			Markets
																			Local
	SPDR Barclays Capital International Treasury Bond ETF												SPDR Barclays Capital International Corporate Bond ETF						Bond ETF			SPDR Barclays Capital High Yield Bond ETF
										For the						For the															For the
										Period						Period															Period
	Year Ended			Year Ended			Year Ended			*10/2/07-**			Year Ended			*5/19/10-**			Year Ended			Year Ended			Year Ended			Year Ended			*11/28/07-**
	6/30/11			6/30/10			6/30/09			6/30/08			6/30/11			6/30/10			6/30/11			6/30/11			6/30/10			6/30/09			6/30/08

Net asset value, beginning of period	$	53.78		$	54.19		$	55.14		$	51.55		$	29.97		$	30.00		$	30.00		$	37.99		$	34.30		$	43.82		$	47.29

Income (loss) from investment operations:
Net investment income (loss)		1.42	(1)		1.48	(1)		1.51	(1)		0.97			0.93	(1)		0.07	(1)		0.55	(1)		3.25	(1)		4.16	(1)		4.75	(1)		2.19
Net realized and unrealized gain (loss) (2)		7.09			(1.48	)		(1.32	)		3.49			4.44			(0.14	)		1.06			2.53			3.70			(10.11	)		(4.04	)

Total from investment operations		8.51			—			0.19			4.46			5.37			(0.07	)		1.61			5.78			7.86			(5.36	)		(1.85	)

Net equalization credits and charges (1)		—			(0.08	)		(0.01	)		0.11			—			—			—			0.05			0.14			0.39			0.39

Other Capital (1)		0.04			0.10			0.02			0.03			0.26			0.04			0.41			0.01			0.00	(3)		0.00	(3)		0.01

Distributions to shareholders from:
Net investment income		(0.49	)		(0.43	)		(1.15	)		(1.01	)		(0.78	)		—			(0.28	)		(3.34	)		(4.31	)		(4.55	)		(2.02	)
Net realized gains		—			—			—			—			(0.01	)		—			—			(0.61	)		—			—			—

Total distributions		(0.49	)		(0.43	)		(1.15	)		(1.01	)		(0.79	)		—			(0.28	)		(3.95	)		(4.31	)		(4.55	)		(2.02	)

Net asset value, end of period	$	61.84		$	53.78		$	54.19		$	55.14		$	34.81		$	29.97		$	31.74		$	39.88		$	37.99		$	34.30		$	43.82

Total return (5)		15.95	%		(0.01	)%		0.50	%		8.95	%		19.01	%		(0.10	)%		6.70	%		15.87	%		24.22	%		(10.13	)%(4)		(3.10	)%
Net assets, end of period (in 000’s)	$	1,583,074		$	1,037,923		$	1,089,231		$	760,990		$	52,208		$	5,993		$	28,564		$	6,915,538		$	4,301,252		$	1,900,709		$	394,346
Ratio of expenses to average net assets		0.52	%		0.50	%		0.50	%		0.50	%(6)		0.55	%		0.55	%(6)		0.50	%(6)		0.41	%		0.40	%		0.40	%		0.40	%(6)
Ratio of net investment income (loss) to average net assets		2.41	%		2.62	%		2.91	%		3.03	%(6)		2.77	%		2.16	%(6)		5.01	%(6)		8.13	%		10.96	%		14.81	%		9.43	%(6)
Portfolio turnover rate (7)		63	%		80	%		43	%		54	%		21	%		2	%		5	%		40	%		53	%		30	%		19	%


*		Commencement of operations
(1)		Per share numbers have been calculated using average shares outstanding, which more appropriately presents the per share data for the year.
(2)		Amounts shown in this caption for a share outstanding may not accord with the change in aggregate gains and losses in securities for the fiscal period because of the timing of sales and repurchases of Fund shares in relation to fluctuating market values for the Fund.
(3)		Amount is less than $0.005 per share.
(4)		If the Adviser had not made a voluntary contribution during the Year Ended 6/30/09 to the SPDR Barclays Capital High Yield Bond ETF, the total return would have been (10.44)%.
(5)		Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates of each Fund. Total return for periods of less than one year is not annualized. Broker commission charges are not included in this calculation.
(6)		Annualized.
(7)		Portfolio Turnover rate excludes securities received or delivered from in kind processing of creations or redemptions.

139 Precise in a world that isn’t. SM

WHERE TO LEARN MORE ABOUT THE FUNDS

INVESTOR INFORMATION: 1-866-787-2257


SPDR SER TR FI	The Trust’s Investment Company Act Number is 811-08839.

SPDR^® SERIES TRUST (THE “TRUST”)

STATEMENT OF ADDITIONAL INFORMATION

Dated October 31, 2011

This Statement of Additional Information (“SAI”) is not a prospectus. With respect to each of the Trust’s series portfolios listed below, this SAI should be read in conjunction with the prospectuses dated October 31, 2011, as may be revised from time to time. Each of the foregoing prospectuses may be referred to herein as a “Prospectus.”


EQUITY ETFs		TICKER
SPDR DOW JONES TOTAL MARKET ETF		TMW
SPDR DOW JONES LARGE CAP ETF		ELR
SPDR S&P^® 500 GROWTH ETF		SPYG
SPDR S&P 500 VALUE ETF		SPYV
SPDR DOW JONES MID CAP ETF		EMM
SPDR S&P 400 MID CAP GROWTH ETF		MDYG
SPDR S&P 400 MID CAP VALUE ETF		MDYV
SPDR S&P 600 SMALL CAP ETF		SLY
SPDR S&P 600 SMALL CAP GROWTH ETF		SLYG
SPDR S&P 600 SMALL CAP VALUE ETF		SLYV
SPDR GLOBAL DOW ETF		DGT
SPDR DOW JONES REIT ETF		RWR
SPDR S&P BANK ETF		KBE
SPDR S&P CAPITAL MARKETS ETF		KCE
SPDR S&P INSURANCE ETF		KIE
SPDR S&P MORTGAGE FINANCE ETF		KME
SPDR S&P REGIONAL BANKING ETF		KRE
SPDR MORGAN STANLEY TECHNOLOGY ETF		MTK
SPDR S&P DIVIDEND ETF		SDY
SPDR S&P AEROSPACE & DEFENSE ETF		XAR
SPDR S&P BIOTECH ETF		XBI
SPDR S&PBUILDING & CONSTRUCTION ETF		XBC
SPDR S&P COMPUTER HARDWARE ETF		XHW
SPDR S&P FOOD & BEVERAGE ETF
SPDR S&P HEALTH CARE EQUIPMENT ETF		XHE
SPDR S&P HEALTH CARE SERVICES ETF		XHS
SPDR S&P HOMEBUILDERS ETF		XHB
SPDR S&P LEISURETIME ETF		XLZ
SPDR S&P METALS & MINING ETF		XME
SPDR S&P OIL & GAS EQUIPMENT & SERVICES ETF		XES
SPDR S&P OIL & GAS EXPLORATION & PRODUCTION ETF		XOP
SPDR S&P OUTSOURCING & IT CONSULTING ETF		XOT
SPDR S&P PHARMACEUTICALS ETF		XPH
SPDR S&P RETAIL ETF		XRT
SPDR S&P SEMICONDUCTOR ETF		XSD
SPDR S&P SOFTWARE & SERVICES ETF		XSW
SPDR S&P TELECOM ETF		XTL
SPDR S&P TRANSPORTATION ETF		XTN
SPDR WELLS FARGO^® PREFERRED STOCK ETF		PSK


FIXED INCOME ETFs		TICKER
SPDR BARCLAYS CAPITAL 1-3 MONTH T-BILL ETF		BIL
SPDR BARCLAYS CAPITAL TIPS ETF		IPE
SPDR BARCLAYS CAPITAL SHORT TERM TREASURY ETF		SST
SPDR BARCLAYS CAPITAL INTERMEDIATE TERM TREASURY ETF		ITE
SPDR BARCLAYS CAPITAL LONG TERM TREASURY ETF		TLO
SPDR BARCLAYS CAPITAL SHORT TERM CORPORATE BOND ETF		SCPB
SPDRBARCLAYS CAPITAL INTERMEDIATE TERM		ITR
CORPORATE BOND ETF
SPDRBARCLAYS CAPITAL LONG TERM CORPORATE BOND ETF		LWC
SPDRBARCLAYS CAPITAL ISSUER SCORED CORPORATE BOND ETF		CBND
SPDRBARCLAYS CAPITAL CONVERTIBLE SECURITIES ETF		CWB
SPDRBARCLAYS CAPITAL MORTGAGE BACKED BOND ETF		MBG
SPDR BARCLAYS CAPITAL AGGREGATE BOND ETF		LAG
SPDR NUVEEN BARCLAYS CAPITAL MUNICIPAL BOND ETF		TFI
SPDR NUVEEN BARCLAYS CAPITAL CALIFORNIA MUNICIPAL BOND ETF		CXA
SPDR NUVEEN BARCLAYS CAPITAL NEW YORK MUNICIPAL BOND ETF		INY
SPDR NUVEEN BARCLAYS CAPITAL SHORT TERM MUNICIPAL BOND ETF		SHM
SPDR NUVEEN S&P VRDO MUNICIPAL BOND ETF		VRD
SPDR NUVEEN S&P HIGH YIELD MUNICIPAL BOND ETF		HYMB
SPDRNUVEEN BARCLAYS CAPITAL BUILD AMERICA BOND ETF		BABS
SPDR DB INTERNATIONAL GOVERNMENT INFLATION- PROTECTED BOND ETF		WIP
SPDRBARCLAYS CAPITAL SHORT TERM INTERNATIONAL TREASURY BOND ETF		BWZ
SPDRBARCLAYS CAPITAL INTERNATIONAL TREASURY BOND ETF		BWX
SPDR BARCLAYS CAPITAL INTERNATIONAL CORPORATE BOND ETF		IBND
SPDR BARCLAYS CAPITAL EMERGING MARKETS LOCAL BOND ETF		EBND
SPDRBARCLAYS CAPITAL HIGH YIELD BOND ETF		JNK

Principal U.S. Listing Exchange for each ETF: NYSE Arca, Inc.

Capitalized terms used herein that are not defined have the same meaning as in the Prospectus, unless otherwise noted. Copies of the Prospectus and the Trust’s Annual Reports to Shareholders dated June 30, 2011 may be obtained without charge by writing to State Street Global Markets, LLC, the Trust’s principal underwriter (referred to herein as “Distributor” or “Principal Underwriter”), State Street Financial Center, One Lincoln Street, Boston, Massachusetts 02111, by visiting the Trust’s website at www.spdrs.com or by calling 1-866-787-2257. The Report of Independent Registered Public Accounting Firm, financial highlights and financial statements of the Funds included in the Trust’s Annual Reports to Shareholders for the fiscal year ended June 30, 2011 are incorporated by reference into this Statement of Additional Information. Funds not included in the Trust’s Annual Reports to Shareholders for the fiscal year ending June 30, 2011 had not commenced operations as of June 30, 2011, and therefore did not have any financial information to report for the Trust’s June 30, 2011 fiscal year end.

GENERAL DESCRIPTION OF THE TRUST

The Trust is an open-end management investment company, registered under the Investment Company Act of 1940, as amended (the “1940 Act”), consisting of multiple investment series (each a “Fund” and collectively the “Funds”). The Trust was organized as a Massachusetts business trust on June 12, 1998. The offering of each Fund’s shares (“Shares”) is registered under the Securities Act of 1933, as amended (the “Securities Act”). The investment objective of each Fund is to provide investment results that, before fees and expenses, correspond generally to the total return (or in the case of the SPDR Dividend ETF and all Fixed Income ETFs, the price and yield performance) of a specified market index (each an “Index” and together the “Indexes”). SSgA Funds Management, Inc. serves as the investment adviser for each Fund (the “Adviser”) and certain funds are sub-advised by a sub-adviser as further described herein (each, a “Sub-Adviser”). To the extent that a reference in this SAI refers to the “Adviser”, such reference should be read to refer to the Sub-Adviser where the context requires.

Each Fund offers and issues Shares at their net asset value (sometimes referred to herein as “NAV”) only in aggregations of a specified number of Shares (each, a “Creation Unit”). Each Fund generally offers and issues Shares either in exchange for (i) a basket of securities included in its Index (“Deposit Securities”) together with the deposit of a specified cash payment (“Cash Component”) or (ii) a cash payment equal in value to the Deposit Securities (“Deposit Cash”) together with the Cash Component. The primary consideration accepted by a Fund (i.e., Deposit Securities or Deposit Cash) is set forth under “Purchase and Redemption of Creation Units” later in this SAI. The Trust reserves the right to permit or require the substitution of a “cash in lieu” amount to be added to the Cash Component to replace any Deposit Security and reserves the right to permit or require the substitution of Deposit Securities in lieu of Deposit Cash (subject to applicable legal requirements). The Shares have been approved for listing and secondary trading on a national securities exchange (the “Exchange”). The Shares will trade on the Exchange at market prices. These prices may differ from the Shares’ net asset values. The Shares are also redeemable only in Creation Unit aggregations, and generally in exchange either for (i) portfolio securities and a specified cash payment or (ii) cash (subject to applicable legal requirements). A Creation Unit of each Equity ETF consists of 50,000 Shares and a Creation Unit of each Fixed Income ETF consists of 100,000 Shares.

Shares may be issued in advance of receipt of Deposit Securities subject to various conditions including a requirement to maintain on deposit with the Trust cash at least equal to a specified percentage of the market value of the missing Deposit Securities as set forth in the Participant Agreement (as defined below). See “Purchase and Redemption of Creation Units.” The Trust may impose a transaction fee for each creation or redemption. In all cases, such fees will be limited in accordance with the requirements of the U.S. Securities and Exchange Commission (the “SEC”) applicable to management investment companies offering redeemable securities. In addition to the fixed creation or redemption transaction fee, an additional transaction fee of up to three times the fixed creation or redemption transaction fee and/or an additional variable charge may apply.

The SPDR Barclays Capital TIPS ETF may sometimes be referred to herein as the “TIPS ETF.” The SPDR Barclays Capital 1-3 Month T-Bill ETF, SPDR Barclays Capital Short Term Treasury ETF, SPDR Barclays Capital Intermediate Term Treasury ETF and SPDR Barclays Capital Long Term Treasury ETF may sometimes be collectively referred to herein as the “Treasury ETFs.” The SPDR Barclays Capital Aggregate Bond ETF may sometimes be referred to herein as the “Aggregate Bond ETF.” The SPDR Nuveen Barclays Capital Municipal Bond ETF, SPDR Nuveen Barclays Capital California Municipal Bond ETF, SPDR Nuveen Barclays Capital New York Municipal Bond ETF, SPDR Nuveen Barclays Capital Short Term Municipal Bond ETF, SPDR Nuveen S&P VRDO Municipal Bond ETF, SPDR Nuveen S&P High Yield Municipal Bond ETF and SPDR Nuveen Barclays Capital Build America Bond ETF may sometimes be referred to herein as the “Municipal Bond ETFs.” The SPDR Barclays Capital International Treasury Bond ETF and the SPDR Barclays Capital Short Term International Treasury Bond ETF may sometimes be referred to herein as the “International Treasury Bond ETFs.” The SPDR Barclays Capital Convertible Securities ETF may sometimes be referred to herein as the “Convertible Securities ETF.” The SPDR Barclays Capital Mortgage Backed Bond ETF may sometimes be referred to herein as the “Mortgage Backed Bond ETF.” The SPDR Barclays Capital High Yield Bond ETF may sometimes be referred to herein as the “High Yield Bond ETF.” The SPDR Wells Fargo Preferred Stock ETF may sometimes be referred to herein as the “Preferred Stock ETF.” The SPDR Barclays Capital International Corporate Bond ETF may sometimes be referred to herein as the “International Corporate Bond ETF.” The SPDR Barclays Capital Short Term Corporate Bond ETF, SPDR Barclays Capital Intermediate Term Corporate Bond ETF, SPDR Barclays Capital Long Term Corporate Bond ETF and SPDR Barclays Capital Issuer Scored Corporate Bond ETF may sometimes be referred to herein as the “Corporate Bond ETFs.”

ADDITIONAL INDEX INFORMATION

Additional Information with respect to the Dow Jones U.S. Total Stock Market Index

The Dow Jones U.S. Total Stock Market Index (the “Composite Index”) sets certain criteria an issuer must meet before a security can be included in the Composite Index. To be included in the Composite Index, an issue must be all of the following:

	•		An equity issue: a common stock or REIT;

	•		A security that has its primary market listing in the United States; and

	•		A U.S. company.

The “U.S. Company” definition is based on several factors, primarily the country of the company’s headquarters and primary market listing, which typically also match its country of incorporation. In cases where headquarters and primary market listing do not match, such as where there is no readily accessible home-equity market or where a company is domiciled in one country solely for tax or regulatory purposes, the companies will be analyzed on a case-by-case basis.

The Composite Index does not include bulletin board listed stocks.

The Composite Index is weighted by both full market capitalization and float-adjusted market capitalization.

The aggregate value of the Composite Index is based on the following criteria:

	•		Market capitalization;

	•		Trading volume;

	•		Institutional holdings; and

	•		If applicable, any conversion rules for companies with multiple share classes.

The capitalization float adjustment of the Composite Index is based on the following rules.

	•	Shares outstanding for multiple classes of stock of one company are combined into the primary class’s shares outstanding to reflect the company’s total market capitalization.

	•	Float adjustments are based on block ownership of each class of stock, and then are combined to determine total float for a company’s combined shares.

	•	Float-adjustment factors will be implemented only if the blocked shares are greater than 5% of the company’s total shares outstanding.

Periodic adjustment and ongoing maintenance and review of the Composite Index are based on the following rules.

	•	Stock additions and deletions are made after the close of trading on the third Friday of each month. The additions include all new non-component companies that met inclusion standards as of the close of trading on the second Friday of that month, whether from initial public offerings or new exchange listing.

	•	An issue that becomes a pink sheet or otherwise stops trading for ten consecutive days will be removed from the Composite Index at the next monthly review. It will be removed at its latest quoted value, or at $0.01 if no recent quoted value is available. Until the monthly review, the issue will remain in the Composite Index at its last exchange-traded price.

	•	Additions and deletions are pre-announced by the second day prior to the implementation date.

	•	An issue that fails index inclusion guidelines is removed from the Composite Index as soon as prudently possible.

	•	Periodic shares updates are made quarterly after the close of trading on the third Friday of March, June, September and December. The changes become effective at the opening of trading on the next business day.

	•	If the cumulative impact of corporate actions during the period between quarterly shares updates changes a company’s float-adjusted shares outstanding by 10% or more, the company’s shares and float factor will be updated as soon as prudently possible. Share and float changes based on corporate actions will be implemented using standard Dow Jones Indexes procedures.

Additional Information with respect to the S&P High Yield Dividend Aristocrats Index

The S&P High Yield Dividend Aristocrats Index (“Dividend Index”) is weighted by indicated annual dividend yield. To prevent the index from being concentrated in only a few names, the methodology incorporates limits so that no individual stock represents more than 4% of the index weight. The stock must also have a minimum float market capitalization of $500 million and have a 3-month average daily value traded above $5 million.

Index Construction

To qualify for inclusion, a company must first be considered a “Dividend Aristocrat” by satisfying the criteria below:

	•		Universe. A company must be a constituent of the S&P Composite 1500 Index.

	•		Dividends. A company must have increased dividends every year for at least 25 years. Both regular and special dividend payments are considered. A dividend initiation or re-initiation does not count as a dividend increase. Calendar years and ex-dates are used for the dividend analysis, with the data being reviewed every December.

Index Rebalancing

Major rebalancings are made once a year in December, coinciding with annual review of the Dividend Aristocrat qualifying universe. If the December review produces a list of less than 80 stocks in the universe, S&P Composite 1500 constituents with the longest period of consecutive increasing dividend payments, with preference based on indicated dividend yield, are added until there are 80 eligible companies. For minor rebalancing, adjustments to the index occur in March, June and September. The rebalancing effective date is after the close of the fifth trading day of the rebalancing month. If there is a tie in yield ranks, the larger and more liquid stock is given the higher preference.

Index Maintenance

Dividend Index constituents may be deleted from the index for the following reasons:

	•		At the December rebalancing, if the company’s calendar year dividends did not increase from the previous calendar year or if the company no longer ranks as one of the top 60 stocks in the qualifying universe in terms of indicated annual dividend yield.

	•		At the quarterly rebalancings, if the company ranks 70 or higher in terms of indicated dividend yield, where “high” rank means lower yield.

	•		Between rebalancings, if the stock is removed from the S&P Composite 1500.

The Dividend Index is maintained by the Standard & Poor’s U.S. Index Committee.

Additional Information with respect to the S&P Total Market Index

The S&P^® Total Market Index (“S&P^® TMI”) includes all eligible U.S. common equities listed on the NYSE (including NYSE Arca), NYSE Amex, the NASDAQ Global Select Market, the NASDAQ Global Market and the NASDAQ Capital Market exchanges. Stocks not eligible for inclusion in the Index include limited partnerships, pink sheets, OTC bulletin board issues, royalty trusts, ADRs, American Depositary Shares (“ADSs”), non-Real Estate Investment Trust closed-end funds (ETFs, country funds, etc.), master limited partnerships, as well as holding companies and similar securities.

Criteria for Additions to S&P^® TMI

	•		U.S. Companies. Only U.S. companies are eligible for inclusion in the S&P^® TMI. The determination of whether a company is a U.S. company is based upon a number of factors, including the registration or incorporation; corporate structure; accounting principles; currency used in financial reporting; location of principal offices, employees, operations and revenues; tax treatment; and location(s) where the stock is traded.

	•		Float Adjustment. Share counts reflect only those shares that are available to investors, rather than all of a company’s outstanding shares. Float adjustment excludes shares closely held by control groups, other publicly traded companies, or government agencies.

	•		Market Capitalization. There is no limit on the market capitalization of a company for inclusion in the S&P^® TMI.

	•		Liquidity. Companies must have an investable weight factor of 10% or more and an annual liquidity measure of 10% or more.

	•		Corporate Actions. Initial public offerings will be included on the same basis as other companies, providing there is one month of trading data as of the last day of the month prior to rebalancing. Spin-off companies will normally be added on the effective date.

	•		Share Changes. Share changes of 5% or more related to public offerings and private placements are implemented weekly. Share increases of 5% or more resulting from mergers in which both the target and acquirer are in the same sub-index are implemented after the close of trading on the effective date of the deal’s close.

	•		Securities Considerations. Ineligible companies include limited partnerships, master limited partnerships, OTC bulletin board issues, Pink Sheet-listed issues, closed-end funds, ETFs, royalty trusts, tracking stocks, ADRs, ADSs, and MLP IT. Real Estate Investment Trusts (except for mortgage REITs) and business development companies (BDCs) are eligible for inclusion.

	•		Rebalancing. The S&P^® TMI will be reviewed quarterly. Initial public offerings will be included at quarterly index rebalancings.

Criteria for Removal from S&P^® TMI

	•		Companies will be removed from the S&P^® TMI Index if they substantially violate one or more of the criteria for index inclusion.

	•		Companies will also be removed from the S&P^® TMI Index if they are involved in a merger, acquisition or significant restructuring such that they no longer meet the inclusion criteria.

Additional Information with respect to the Wells Fargo^SM Hybrid and Preferred Securities Aggregate Index

Index Definition

The Wells Fargo^SM Hybrid and Preferred Securities Aggregate Index (“Preferred Securities Index”) is designed to track the performance of non-convertible, $25 par preferred securities listed on U.S. exchanges.

Index Inclusion

The Preferred Securities Index is composed of preferred stock and securities that, in Wells Fargo & Company’s (“Wells Fargo”) judgment, are functionally equivalent to preferred stock including, but not limited to, depositary preferred securities, perpetual subordinated debt and certain securities issued by banks and other financial institutions that are eligible for capital treatment with respect to such instruments akin to that received for issuance of straight preferred stock (collectively, the “Preferred Securities”). The Preferred Securities Index includes Preferred Securities that meet the following criteria: (i) are non-convertible; (ii) have a par amount of $25; (iii) are listed on the NYSE or NYSE Arca Exchange; (iv) maintain a minimum par value of $250 million; (v) be U.S. dollar denominated; (vi) are rated investment grade by one (but not necessarily both) of Moody’s Investors Service, Inc. (“Moody’s”) or Standard & Poor’s Ratings Services (“S&P”); (vii) are publicly registered or exempt from registration under the Securities Act of 1933; and (viii) have a minimum monthly trading volume during each of the last six months of at least 250,000 trading units. Issuers may be either U.S. based or foreign.

Preferred Securities do not include auction rate preferred securities, convertible preferred shares, securities subject to sinking fund provisions, shares in closed-end funds, municipal securities, repackaged securities linked to a security, a basket of securities or an index.

Index Calculation

The Preferred Securities Index is owned and maintained by Wells Fargo but will be calculated by the NYSE Arca. The Preferred Securities Index is calculated using a market capitalization weighting methodology, based on a pool of Preferred Securities identified by the Index Review Committee in accordance with the terms of this methodology. Market capitalization weights of the Index constituents are adjusted on Monthly Rebalancing Dates and at any time an Event Driven Rebalancing occurs. Constituent Preferred Securities that satisfy the eligibility criteria are evaluated for inclusion in the Index and weighted by the Index Review Committee based on the following guidelines relating to market capitalization on each Monthly Rebalance Date.

	1.		The weight of any issuer or constituent Preferred Security may not account for more than 5% of the value of the Index;

	2.		Issuers of Preferred Securities and constituent Preferred Securities that account for more than 5% of the value of the Index are re-weighted to represent 5% of the value of the Index.

	3.		The aggregate amount by which issuers and constituent Preferred Securities over 5% is reduced in the weighting process is then redistributed proportionately across the remaining constituent Preferred Securities that represent less than 5% of the Index value. After this redistribution, if any other constituent Preferred Securities exceed 5% of the value of the Index, the constituent Preferred Securities are reduced to 5% of the Index value and the redistribution is repeated.

Rebalancing

The Preferred Securities Index is rebalanced monthly as of the close of business on the final NYSE Arca trading day of each month (the “Monthly Rebalance Date”). The Index Review Committee will review Index constituents monthly to verify that each constituent Preferred Security complies with the calculation rules. An Event Driven Rebalancing will only occur following an event in which: (i) the par amount of a constituent Preferred Security changes. (ii) a Preferred Security is de-listed, (iii) the issuer of the Preferred Security becomes subject to a bankruptcy or similar proceeding or (iv) a tender offer, merger or other reorganization event occurs with respect to the issuer of the Preferred Security. An Event Driven Rebalancing may result in the removal of an ineligible Preferred Security and re-weighting of the Preferred Securities Index.

Reports

Adjustments to constituent Preferred Securities determined by the Index Review Committee will be provided to the NYSE Arca no later than five business days prior to a Monthly Rebalancing Date and immediately upon any Event Driven Rebalancing. NYSE Arca will make this information publicly available via the Index Daily List on its website (http://www.nyxdata.com/nysedata/default.aspx), via broadcast email, and/or press release. On each business day, NYSE Arca will also make available to the public, on request, the current methodology used to calculate the Index.

Additional Information with respect to the S&P National AMT-Free Municipal VRDO Index

The Index is designed to measure the performance of variable rate demand obligations issued by municipalities, with maturities greater than or equal to one month. To be included in the Index a security must: (i) be issued by a state (including Puerto Rico and U.S. territories) or local government or agency such that interest on the security is exempt from U.S. federal income taxes; (ii) be priced at par; (iii) have a minimum par amount of $10 million; (iv) be included in the Ipreo Holdings LLC (“IPREO”) product offering for VRDOs; (v) be rated A-3, VMIG-3 or F-3 or higher by one of the following statistical ratings agencies: S&P, Moody’s or Fitch Inc. (“Fitch”), respectively; (vi) have a maturity of greater than or equal to one month; (vii) be a constituent of a deal with an original offering amount of at least $100 million, or, for up to a maximum of 25% of constituents, have no minimum deal size criteria but be the highest yielding constituents (that meet all of the other criteria for eligibility) chosen from the eligible VRDO universe at each monthly rebalancing; (viii) have a weekly reset; and (ix) have a credit or liquidity support facility. At any time, an issuer may have a maximum of 10 issues in the Index. If, on a given rebalancing date, there are more than 10 eligible issues for a given issuer, the 10 eligible issues with the largest par amount are chosen.

The Index is a market-value weighted index. The total return is calculated by aggregating the interest return, reflecting the return due to paid and accrued interest, and price return, reflecting the gains or losses due to changes in the end-of-day price and principal repayments. The prices used in the index calculation include the accrued interest for each security. Coupon payments are assumed to be reinvested into the Index. IPREO reports the price and outstanding amounts of each security in the Index. The Index is rebalanced each month, effective after the close of the last business day of the month, based on new issuance, size and maturity. The rebalancing reference date is the close of business on the sixth business day prior to the rebalancing date. Additions, deletions and other changes to the Index arising from the monthly rebalancing are published, after the close of business, three business days prior to the last business day of the month. Any security currently in the Index that fails to meet any one of the eligibility factors, or that will have a term to maturity and/or call date less than or equal to 1 calendar month plus 1 calendar day as of the next rebalancing date, will be removed from the index on that rebalancing date.

Additional Information with respect to the Deutsche Bank Global Government ex-US Inflation-Linked Bond Capped Index

Construction of the Index

The Index is calculated by Deutsche Bank using a modified “market capitalization” methodology. This design seeks to ensure that each constituent country within the Index is represented in a proportion consistent with its percentage with respect to the total market capitalization of the Index.

The Index is weighted based on the total market capitalization represented by the aggregate component securities within the Deutsche Bank Global Government ex-US Inflation-Linked Bond Capped Index, subject to the following asset diversification requirements: (i) the market capitalization-based weighted value of any single constituent country measured on the last day of a calendar month may not exceed 24.99% of the total value of the Index; and (ii) with respect to 50% of the total value of the Index, the market capitalization-based weighted value of the constituent countries must be diversified so that no single constituent country measured on the last day of a calendar month represents more than 4.99% of the total value of the Index.

The modified constituent country weight calculated above is then applied to the individual securities of each country. Each month, the percentage of each constituent country (or constituent countries) represented in the Index will be reduced and the market capitalization-based weighted value of such constituent country (or constituent countries) will be redistributed across the constituent countries so that they meet the value limits set forth above in accordance with the following methodology:

	•		First, each constituent G10 country that exceeds 20% of the total value of the Index and each EM country that exceeds 4.8% of the total value of the index will be reduced to 19% and 4.6% of the total value of the Index respectively. The aggregate amount by which all constituent G10 countries exceed 20% and EM countries exceed 4.8% will be redistributed equally across the remaining constituent G10 countries that represent less than 19% and EM countries that represent less than 4.6% of the total value of the Index. If as a result of this redistribution, another G10 constituent country then exceeds 20% or anther EM country exceeds 4.8%, the redistribution will be repeated as necessary.

	•		Second, if components each weighting more than 4.8% in aggregate account for more than or equal to 45%, countries weighted the lowest among this group will be assigned a weight of 4.6%. The excess weight as a result of this reduction will be equally distributed to constituent countries weighting less than 4.6%. Repeat first and second step, if relevant conditions are satisfied.

	•		Third, the weight of each constituent country’s component securities will be adjusted to reflect the component securities’ weight in the Index relative to other component securities of the same country by applying the same percentage adjustment as applied to its country.

If necessary, this reallocation process may take place more than once per calendar month to seek to ensure that the Index and the Fund’s portfolio conform to the requirements for qualification of the Fund as a “regulated investment company” for purposes of the Internal Revenue Code (as defined below).

Additional Information with respect to the Barclays Capital 1-3 Year Global Treasury Ex-US Capped Index

Each of the component securities in the Barclays Capital 1-3 Year Global Treasury Ex-US Capped Index (the “Short Term International Treasury Index”) is a component of the Barclays Capital Global Treasury Ex-US Index, screened such that the following countries are included: Australia, Austria, Belgium, Canada, Denmark, France, Germany, Greece, Hungary, Italy, Japan, Mexico, Netherlands, Poland, Singapore, South Africa, South Korea, Spain, Sweden, Taiwan and the United Kingdom (the “Constituent Countries”).

The Short Term International Treasury Index is calculated by the Barclays Capital Index Group using a modified “market capitalization” methodology. This design ensures that each Constituent Country within the Short Term International Treasury Index is represented in a proportion consistent with its percentage with respect to the total market capitalization of the Short Term International Treasury Index. Component Securities in each constituent country are represented in a proportion consistent with its percentage relative to the other component securities in its constituent country. Under certain conditions, however, the par amount of a component security within the Short Term International Treasury Index may be adjusted to conform to Internal Revenue Code requirements.

Construction and Maintenance Standards for the Index

The Short Term International Treasury Index is weighted based on the total market capitalization represented by the aggregate Component Securities within the Barclays Capital Global Treasury ex-US Index, subject to the following asset diversification requirements: (i) the market capitalization-based weighted value of any single Constituent Country measured on the last day of a calendar month may not exceed 24.99% of the total value of the Short Term International Treasury Index; and (ii) with respect to 50% of the total value of the Short Term International Treasury Index, the market capitalization-based weighted value of the Constituent Countries must be diversified so that no single Constituent Country measured on the last day of a calendar month represents more than 4.99% of the total value of the Short Term International Treasury Index. The modified Constituent Country weight calculated above is then applied to the individual securities of each country.

Rebalancing the Short Term International Treasury Index to meet the asset diversification requirements will be the responsibility of the Barclays Capital Index Products Group. Each month, the percentage of each Constituent Country (or Constituent Countries) represented in the Index will be reduced and the market capitalization-based weighted value of such Constituent Country (or Constituent Countries) will be redistributed across the Constituent Countries so that they meet the value limits set forth above in accordance with the following methodology: First, each Constituent Country that exceeds 24% of the total value of the Short Term International Treasury Index will be reduced to 23% of the total value of the Short Term International Treasury Index and the

aggregate amount by which all Constituent Countries exceed 24% will be redistributed equally across the remaining Constituent Countries that represent less than 23% of the total value of the Short Term International Treasury Index. If as a result of this redistribution, another Constituent Country then exceeds 24%, the redistribution will be repeated as necessary. Second, with respect to the 50% of the value of the Short Term International Treasury Index accounted for by the lowest weighted Constituent Countries, each Constituent Country that exceeds 4.8% of the total value of the Short Term International Treasury Index will be reduced to 4.6% and the aggregate amount by which all Constituent Countries exceed 4.8% will be distributed equally across all remaining Constituent Countries that represent less than 4.6% of the total value of the Short Term International Treasury Index. If as a result of this redistribution another Constituent Country that did not previously exceed 4.8% of the Index value then exceeds 4.8%, the redistribution will be repeated as necessary until at least 50% of the value of the Short Term International Treasury Index is accounted for by Constituent Countries representing no more than 4.8% of the total value of the Short Term International Treasury Index. Third, the weight of each Constituent Country’s Component Securities will be adjusted to reflect the Component Securities’ weight in the Short Term International Treasury Index relative to other Component Securities of the same country by applying the same percentage adjustment as applied to its country.

If necessary, this reallocation process may take place more than once per calendar month to insure that the Short Term International Treasury Index and the Fund portfolio based upon it conform to the requirements for qualification of the Fund as a regulated investment company.

Additional Information with respect to the Barclays Capital Global Treasury Ex-US Capped Index

Each of the component securities in the Barclays Capital Global Treasury ex-US Capped Index (the “Global Treasury Ex-US Index”) is a component of the Barclays Capital Global Treasury Ex-US Index, screened such that the following countries are included: Australia, Austria, Belgium, Canada, Denmark, France, Germany, Greece, Italy, Japan, Mexico, Netherlands, Poland, South Africa, Spain, Sweden, Taiwan and the United Kingdom (the “Constituent Countries”).

The Global Treasury Ex-US Index is calculated by the Barclays Capital Index Group using a modified “market capitalization” methodology. This design ensures that each Constituent Country within the Index is represented in a proportion consistent with its percentage with respect to the total market capitalization of the Global Treasury Ex-US Index. Component Securities in each constituent country are represented in a proportion consistent with its percentage relative to the other component securities in its constituent country. Under certain conditions, however, the par amount of a component security within the Global Treasury Ex-US Index may be adjusted to conform to Internal Revenue Code requirements.

Construction and Maintenance Standards for the Index

The Global Treasury Ex-US Index is weighted based on the total market capitalization represented by the aggregate Component Securities within the Barclays Capital Global Treasury ex-US Index, subject to the following asset diversification requirements: (i) the market capitalization-based weighted value of any single Constituent Country measured on the last day of a calendar month may not exceed 24.99% of the total value of the Global Treasury Index; and (ii) with respect to 50% of the total value of the Global Treasury Ex-US Index, the market capitalization-based weighted value of the Constituent Countries must be diversified so that no single Constituent Country measured on the last day of a calendar month represents more than 4.99% of the total value of the Global Treasury Ex-US Index. The modified Constituent Country weight calculated above is then applied to the individual securities of each country.

Rebalancing the Global Treasury Ex-US Index to meet the asset diversification requirements will be the responsibility of the Barclays Capital Index Group (“BCIG”). Each month, the percentage of each Constituent Country (or Constituent Countries) represented in the Global Treasury Ex-US Index will be reduced and the market capitalization-based weighted value of such Constituent Country (or Constituent Countries) will be redistributed across the Constituent Countries so that they meet the value limits set forth above in accordance with the following methodology: First, each Constituent Country that exceeds 24% of the total value of the Global Treasury Ex-US Index will be reduced to 23% of the total value of the Global Treasury Ex-US Index and the aggregate amount by which all Constituent Countries exceed 24% will be redistributed equally across the remaining Constituent Countries that represent less than 23% of the total value of the Global Treasury Ex-US Index. If as a result of this redistribution, another Constituent Country then exceeds 24%, the redistribution will be repeated as necessary. Second, with respect to the 50% of the value of the Global Treasury Ex-US Index accounted for by the lowest weighted Constituent Countries, each Constituent Country that exceeds 4.8% of the total value of the Global Treasury Ex-US Index will be reduced to 4.6% and the aggregate amount by which all Constituent Countries exceed 4.8% will be distributed equally across all remaining Constituent Countries that represent less than 4.6% of the total value of the Global Treasury Ex-US Index. If as a result of this redistribution another Constituent Country that did not previously

exceed 4.8% of the Global Treasury Ex-US Index value then exceeds 4.8%, the redistribution will be repeated as necessary until at least 50% of the value of the Global Treasury Ex-US Index is accounted for by Constituent Countries representing no more than 4.8% of the total value of the Global Treasury Ex-US Index. Third, the weight of each Constituent Country’s Component Securities will be adjusted to reflect the Component Securities’ weight in the Global Treasury Ex-US Index relative to other Component Securities of the same country by applying the same percentage adjustment as applied to its country.

If necessary, this reallocation process may take place more than once per calendar month to insure that the Global Treasury Ex-US Index and the Fund portfolio based upon it conform to the requirements for qualification of the Fund as a regulated investment company.

Additional Information with respect to the Barclays Capital U.S. Credit Index

Index Definition

The Barclays Capital U.S. Credit Index (the “Credit Index”) covers the U.S. dollar denominated, investment grade, fixed-rate, taxable bond market of SEC-registered securities.

Index Inclusion

The Credit Index includes publicly issued U.S. corporate and specified foreign debentures and secured notes that meet the specific maturity, liquidity and quality requirements. The Credit Index includes both corporate and non-corporate sectors. The corporate sectors are industrial, utility and finance, and include both U.S. and non-U.S. corporations. The non-corporate sectors are sovereign, supranational, foreign agency and foreign local government.

Inclusion Criteria

	•		Amount Outstanding: at least $250 million par amount outstanding.

	•		Maturity: at least one year to final maturity, regardless of call features.

	•		Rating: must be rated investment grade by at least two of the following: Moody’s, S&P or Fitch. If only two of the three agencies rate the security, the lower rating is used to determine eligibility. If only one of the three agencies rates a security, the rating must be investment grade.

	•		Coupon: fixed rate, although security can carry a coupon that steps up or changes according to a pre-determined schedule.

	•		Currency: U.S. dollar denominated and non-convertible.

	•		Market of Issue: SEC-registered, fully taxable, publicly issued.

Pricing

All index-eligible bonds are priced on a daily basis, predominantly by Barclays Capital traders. All corporate bonds are marked by traders at mid month and month end. Up to 1,000 actively traded benchmark corporate securities continue to be priced by traders on a daily basis. Less liquid bonds are model/matrix priced daily using these actively traded benchmark securities to generate issuer pricing curves and populate a spread matrix algorithm that accounts for changes in the yield and swap curves.

Rebalancing

The Credit Index consists of two universes: the Returns Universe and the Statistics Universe. The Returns Universe is based on a static set of securities that are index-eligible at the beginning of each month and held constant until the beginning of the next month. They comprise the fixed universe that is used to calculate official daily and monthly index-returns. The Statistics Universe is the dynamic set of bonds changing daily to reflect the latest composition of the market. It is a projection of what the Credit Index will look like at month-end, when the composition of the Credit Index is next reset. The composition of the Returns Universe is rebalanced monthly, at each month end and represents the set of bonds that returns are calculated on. The Statistics Universe changes daily to reflect issues dropping out of and entering the Credit Index, but is not used for return calculation. On the last business day of the month, the composition of the latest Statistics Universe becomes the Returns Universe for the following month. During the month, indicative changes to securities (maturity, credit rating change, sector reclassification, amount outstanding) are reflected in both the Statistics and Returns Universe of the Credit Index on a daily basis. These changes may cause bonds to enter or fall out of the Statistics Universe of the Credit Index on a daily basis, but will affect the composition of the Returns Universe only at month-end when the Credit Index is rebalanced. Interest and principal payments earned by the Returns Universe are held in the Credit Index

without a reinvestment return until month-end when it is removed from the Credit Index. Qualifying securities issued, but not necessarily settled, on or before the month-end rebalancing date qualify for inclusion in the following month’s Returns Universe.

Additional Information with respect to the Barclays Capital Convertible Composite Index

Index Definition

SPDR Barclays Capital Convertible Securities ETF tracks the price and yield performance of the Barclays Capital U.S. Convertible Bond >500MM Index, which is a sub-index of the Barclays Capital Convertible Composite Index (“Convertible Composite Index”). The Convertible Composite Index and its subsets (together with the Convertible Composite Index, the “Indices”) are designed to provide investors with a comprehensive, unbiased performance tool to assist them in portfolio management and benchmarking goals, and relevant statistics regarding the convertible universe. The Indices are objective, rules-based indices that include all four major classes of convertible securities (i.e., cash pay bonds, zeros/OIDs, preferreds, and mandatories) meeting straightforward and transparent criteria, including liquidity and maturity constraints. This approach ensures a consistent, objective, replicable, and reliable representation of the convertible market. Barclays Capital’s commitment to the index product ensures that the Indices will be evaluated regularly for meaningful enhancements that will improve their operation and usefulness to end users.

Index Inclusion

The entire U.S. convertible universe is tracked under the Convertible Composite Index, initially consisting of approximately 650 securities, which form the core data pool for all the securities that comprise the other indices.

Inclusion Criteria

	•		Amount Outstanding: minimum outstanding issue size (or accreted face value for Zeros/OIDs) of $50 million.

	•		Seniority of Debt: non-called, non-defaulted securities.

	•		Maturity: at least 31 days until maturity.

	•		Currency: U.S. dollar denominated.

	•		Market of Issue: SEC-registered or Rule 144A registered convertible tranches.

Pricing

Index pricing occurs twice a month on the 15th and the end of each month, and bid side pricing is used to compute all relevant returns and statistics for the convertible universe. Price sources used to derive the convertible index for non-exchange listed OTC securities include: Barclays Capital trader pricing, Barclays Capital’s own proprietary convertible valuation model, and external sources such as industry brokers’ price lists. The 4:00 PM EST closing price is used for all exchange-listed convertible preferreds and mandatories, in the absence of trader pricing.

Index Groups and Sub Indices

The Convertible Composite Index is divided into 113 individual subsets under seven major group categories: security type; profile; outstanding par value; credit quality; high yielding; underlying company market capitalization; and subsector. A description of how each category is divided is as follows:

Security Type: Cash Pays; Zero Coupon/OIDs; Preferreds; Mandatories; Bonds Only (excludes preferreds and mandatories)

Profile: Typical (Conversion Premium 20% to 70%, inclusive); Equity Sensitive (Conversion Premium less than 20%); Busted (Conversion Premium greater than 70%); Distressed (Bid price below 60% of par (or below 60% of accreted value for zeros and OIDs), excluding mandatories)

Outstanding Size: Minimum $250 million outstanding issue size and greater; Minimum $500 million outstanding issue size and greater

Credit Quality (may be further subdivided): Investment Grade; Non-Investment Grade; Non-Rated Securities

High Yielding: All convertibles with the greater of current yield, yield-to-maturity, or yield-to-put equal to at least 7.5%, separated by convertible type

Underlying Company Market Capitalization: Small Cap (Underlying company market cap less than $3 billion); Mid Cap (Underlying company market cap between $3 billion and $8 billion); Large Cap (Underlying company market cap greater than $8 billion)

Sector (may be further sub-divided): Industrial; Utility; Financial Institutions

Rebalancing

The Convertible Composite Index consists of two universes: the Returns Universe and the Statistics Universe. The Returns Universe is set at the beginning of each month and remains static for the entire month. If a security falls out of the Convertible Composite Index during the month (falls below minimum market value, defaults, is called, etc.), it will still contribute to returns for the existing month, but will be absent from the following month’s returns. All returns are market value weighted by the individual securities making up Convertible Composite Index. Total return for the month will be the sum of price return plus coupon return, both of which are also listed separately. In addition, total returns are also provided on a three-month, six-month, 12-month, year-to-date, and inception-to-date basis. The Statistics Universe is based on a dynamic set of securities that changes semi-monthly according to index criteria and is used to project securities that will compose next month’s Returns Universe. If a security fails to meet the minimum index criteria at midmonth pricing (i.e., market value test, matures, defaults, calls/puts, etc), it will drop out of the Statistics Universe but will still contribute to end of month returns data. Also, securities that meet the minimum index criteria, including new issues, may enter the Statistics Universe during the month, but will not contribute to returns for that month. Therefore, the number of securities comprising the Statistics Universe will often differ from the Returns Universe. Basic statistics tracked by the Convertible Composite Index include: market value, coupon, premium, richness/cheapness, implied volatility, call protection, break even, duration, and OAS. Additional statistics include: premium over investment value, parity over investment value, vega-weighted implied volatility, and duration weighted OAS, among others. All statistics are market value weighted, except for average coupon which is par value weighted.

Additional Information with respect to the Barclays Capital U.S. MBS Index

Index Definition

The Barclays Capital U.S. MBS Index (the “MBS Index”) is formed by grouping the universe of over 600,000 individual fixed rate MBS pools into approximately 3,500 generic aggregates. These aggregates are defined according to the following parameters: (i) agency (GNMA, FNMA, FHLMC, each as defined below); (ii) program (30-year, 15-year. balloon, GPM); (iii) pass-through coupon (6.0%, 6.5%, etc.); and (iv) origination year. In other words, each aggregate is a proxy for the outstanding pools for a given agency, program, issue year, and coupon. Index maturity and liquidity criteria are then applied to these aggregates to determine which qualify for inclusion in the Index. About 600 of these generic aggregates meet the criteria.

Index Inclusions

Introduced in 1986, the GNMA, FHLMC, and FNMA indices for 30- and 15-year securities have been backdated to January 1976, May 1977, and November 1982, respectively. Balloon securities were added in 1992. 20-year securities were added in July 2000. Agency hybrid adjustable-rate mortgage (ARM) pass-through securities in which the homeowner pays a fixed interest rate for a fixed period of time (typically 3, 5, 7, or 10 years) and a floating-rate after that period, were added in April 2007. Hybrid ARMs are eligible until 1-year prior to their floating coupon date.

Inclusion Criteria

	•		Amount Outstanding: pool aggregates must have at least $250 million current outstanding. Pool aggregates are comprised of individual MBS pools mapped on the basis of agency, program, coupon, and origination year based on WALA. Hybrid ARM Subaggregates that are used to price the index have no minimum liquidity, but must be part of an aggregate that is larger than $250 million.

	•		Maturity: pool aggregates must have a weighted average life of at least 1-year. Hybrid ARM Pools/Aggregates must have at least 12 months remaining in the security’s fixed-rate term prior to its conversion to a floating rate coupon.

	•		Coupon: fixed-rate in half percent increments; Hybrid ARMs in quarter coupon buckets. Hybrid ARM pools are index-eligible only when the pool pays a fixed-rate coupon. Hybrid ARM pools within a subaggregate can range between plus or minus 0.125% from each quarter coupon increment. Fixed-rate quarter coupons were dropped on January 1, 1999.

	•		Currency: denominated in USD.

	•		Market of Issue: SEC-registered, fully taxable issues.

Index Exclusions

The MBS Index excludes buydowns, graduated equity mortgages, project loans, non-agency (whole loan) and jumbo securities. Manufactured homes (GNMA) were originally included but were dropped in January 1992 for liquidity reasons. Graduated payment mortgages (GPMs) were dropped in January 1995 for similar reasons. Non-agency (whole loan) and jumbo securities are excluded. The MBS Index also excludes CMOs. Similar to Treasury STRIPS, the MBS collateral pledged to CMOs is already included in the Index; consequently, including CMOs would result in double counting. Quarterly coupons have been excluded since December 31, 1998.

Pricing

MBS bonds are priced by traders on a daily basis, with generic prices derived from these marks. The fixed-rate aggregates included in the MBS Index are priced daily using a matrix pricing routine based on trader TBA price quotations by agency, program, coupon, and WALA. Hybrid ARM bonds are OAS priced on a weekly, mid-month and month-end basis by traders, with daily subaggregate prices (narrower subsets of the hybrid aggregates used to determine index eligibility) derived from these spread levels and market movements. Bonds in the MBS Index are priced on the bid side. MBS passthroughs (both fixed-rate and Hybrid ARMs) are priced for Public Securities Association (PSA) settlement in the following month and discounted back to same-day settlement at the mortgage repurchase rate. The primary price for each security is analyzed through both statistical routines and scrutiny by the research staff. Significant discrepancies are researched and corrected, as necessary.

Rebalancing

The MBS Index consists of two universes: the Returns Universe and the Statistics Universe. The Returns Universe is based on a static set of securities that are index-eligible at the beginning of each month and held constant until the beginning of the next month. They comprise the fixed universe that is used to calculate official daily and monthly index-returns. The Statistics Universe is the dynamic set of bonds changing daily to reflect the latest composition of the market. It is a projection of what the MBS Index will look like at month-end, when the composition of the MBS Index is next reset. The composition of the Returns Universe is rebalanced monthly, at each month end and represents the set of bonds that returns are calculated on. The Statistics Universe changes daily to reflect issues dropping out of and entering the MBS Index, but is not used for return calculation. On the last Business of the month, the composition of the latest Statistics Universe becomes the Returns Universe for the following month. During the month, indicative changes to securities (e.g. amount outstanding) are reflected in both the statistics and returns universe of the MBS Index on a daily basis. These changes may cause bonds to enter or fall out of the Statistics Universe of the MBS Index on a daily basis, but will affect the composition of the Returns Universe only at month-end when the MBS Index is rebalanced. During the month, the MBS pool aggregates may see changes in amount outstanding due to paydowns and new production among their underlying pools. However, beginning of the month weights are used to aggregate performance from the MBS generic level. Interest and principal payments/paydowns earned by the Returns Universe are held in the MBS Index without a reinvestment return until month-end when it is removed from the MBS Index. Qualifying securities issued, but not necessarily settled, on or before the month-end rebalancing date qualify for inclusion in the following month’s Returns Universe.

Additional Information with respect to the Barclays Capital High Yield Very Liquid Index

Index Universes

The Barclays Capital High Yield Very Liquid Index (“High Yield Index”) consists of two universes: the Returns Universe and the Statistics Universe.

The Returns Universe is based on a static set of securities that are index-eligible at the beginning of each month and held constant until the beginning of the next month. They comprise the fixed universe that is used to calculate official daily and monthly index-returns. The Returns Universe is not adjusted for securities that become eligible for inclusion in the High Yield Index during the month (e.g., because of ratings changes, called bonds, securities falling below one year in maturity) or for issues that are newly eligible (e.g. ratings changes, newly issued bonds). Interest and principal payments earned by the Returns Universe are held in the High Yield Index without a reinvestment return until month-end, when it is removed from the Index.

The Statistics Universe is the dynamic set of bonds changing daily to reflect the latest composition of the market. It is a projection of what the High Yield Index will look like at month-end, when the composition of the Index is next reset. The Statistics Universe accounts for changes due to new issuance, calls or partial redemptions, ratings changes, and the seasoning of securities. Statistics such as market value, sector weightings and various averages (e.g., coupon, duration, maturity, yield, price, etc.) are updated and reported daily. At the end of each month, the latest Statistics Universe becomes the Returns Universe for the coming month. To ensure that the Statistics Universe is up to date, BCIG maintains an extensive database of call/put features and refunding and sinking schedules on outstanding bonds and continuously monitors the market for retirement, new issuance and rating change activity.

Total Return Calculations

The High Yield Index’s results are reported for daily, monthly, quarterly, annual and since-inception reporting periods. Returns are cumulative for the entire period. Intra-month cash flows contribute to monthly returns, but are not reinvested during the month and do not earn a reinvestment return. Intra-month cash flows are reinvested into the returns universe for the following month so that Index results over two or more months reflect monthly compounding. Daily, month-to-date and monthly total returns are calculated based on the sum of price changes, coupon income received or accrued, gain/loss on repayments of principal and, where applicable, currency value fluctuations expressed as a percentage of beginning market value. The High Yield Index’s total return is the weighted average of the total returns of the securities that make up the Index, where the weighting factor is full market value (i.e., inclusive of accrued interest) at the start of the period. Cumulative total returns over periods longer than one month are calculated by multiplicatively linking monthly returns.

Market Value Weighting

Returns and most summary statistics for the High Yield Index are market value weighted, accounting for both the market price of index-eligible securities and the accrued interest. Returns data are weighted by market value at the beginning of the period. Statistics, such as index average duration and maturity, are market-value weighted based on end-of-period market value. Average price and coupon are weighted by end-of-period par value.

Pricing and Settlement

All bonds in the High Yield Index are priced by either BCIG or Interactive Data Corporation. Bonds may be quoted in a variety of ways, including nominal spreads over benchmark securities/treasuries, spreads over swap curves or direct price quotes. In some instances the quote type used is a spread measure that results in daily security price changes from the movement of the underlying curve and/or changes in the quoted spread. Bonds in the High Yield Index are priced on the bid side. The initial price for newly issued corporate bonds entering the High Yield Index is the offer side; after that, the bid side price is used. Fallen angels use bid side prices.

The quality of bond pricing is kept at a high level using multi-contributor verification. This process includes utilizing other third-party pricing sources plus a variety of statistical techniques to isolate possible pricing outliers. Significant discrepancies are researched and corrected, as necessary. Bonds are settled on a T+1 basis.

Bond Ratings

All bonds in the High Yield Index must be rated high-yield (Ba1/BB+/BB+ or below) using the middle rating of Moody’s, S&P and Fitch, respectively (before July 1, 2005, the lower of Moody’s and S&P was used). When a rating from only two agencies is available, the lower (“most conservative”) of the two is used to determine eligibility. When a rating from only one agency is available, that rating is used to determine eligibility. A small number of unrated bonds are included in the High Yield Index; to be eligible, they must have previously held a high-yield rating or have been associated with a high-yield issuer, and must trade accordingly.

INVESTMENT POLICIES

DIVERSIFICATION

Each Fund is classified as a non-diversified investment company under the 1940 Act. A “non-diversified” classification means that a Fund is not limited by the 1940 Act with regard to the percentage of its assets that may be invested in the securities of a single issuer. This means that a Fund may invest a greater portion of its assets in the securities of a single issuer than a diversified fund. The securities of a particular issuer may constitute a greater portion of an Index of each Fund and, therefore, the securities may constitute a greater portion of the Fund’s portfolio. This may have an adverse effect on a Fund’s performance or subject a Fund’s Shares to greater price volatility than more diversified investment companies.

Although each Fund is non-diversified for purposes of the 1940 Act, each Fund intends to maintain the required level of diversification and otherwise conduct its operations so as to qualify as a “regulated investment company” for purposes of the Internal Revenue Code of 1986, as amended (“Internal Revenue Code”), and to relieve each Fund of any liability for federal income tax to the extent that its earnings are distributed to shareholders. Compliance with the diversification requirements of the Internal Revenue Code may severely limit the investment flexibility of a Fund and may make it less likely that a Fund will meet their investment objectives.

CONCENTRATION

Each Fund’s investments will generally be concentrated in a particular industry or group of industries to the extent that the Fund’s underlying Index is concentrated in a particular industry or group of industries. The securities of issuers in particular industries may dominate the benchmark Index of a Fund and consequently the Fund’s investment portfolio. This may adversely affect a Fund’s performance or subject its Shares to greater price volatility than that experienced by less concentrated investment companies.

and its assets increase, it will be more likely to hold more than 10% of the securities of a single issuer if the issuer has a relatively small public float as compared to other components in its benchmark Index.

PREFERRED SECURITIES

The Preferred Stock ETF and the Convertible Securities ETF will invest in preferred securities. Preferred securities pay fixed or adjustable rate dividends to investors, and have “preference” over common stock in the payment of dividends and the liquidation of a company’s assets. This means that a company must pay dividends on preferred stock before paying any dividends on its common stock. In order to be payable, distributions on preferred securities must be declared by the issuer’s board of directors. Income payments on typical preferred securities currently outstanding are cumulative, causing dividends and distributions to accrue even if not declared by the board of directors or otherwise made payable. There is no assurance that dividends or distributions on the preferred securities in which a Fund invests will be declared or otherwise made payable.

The market value of preferred securities may be affected by favorable and unfavorable changes impacting companies in the utilities and financial services sectors, which are prominent issuers of preferred securities, and by actual and anticipated changes in tax laws.

Because the claim on an issuer’s earnings represented by preferred securities may become onerous when interest rates fall below the rate payable on such securities, the issuer may redeem the securities. Thus, in declining interest rate environments in particular, a Fund’s holdings of higher rate-paying fixed rate preferred securities may be reduced and a Fund would be unable to acquire securities paying comparable rates with the redemption proceeds.

CONVERTIBLE SECURITIES

The Convertible Securities ETF will invest in convertible securities. Convertible securities are bonds, debentures, notes, preferred stocks or other securities that may be converted or exchanged (by the holder or by the issuer) into shares of the underlying common stock (or cash or securities of equivalent value) at a stated exchange ratio. A convertible security may also be called for redemption or conversion by the issuer after a particular date and under certain circumstances (including a specified price) established upon issue. If a convertible security held by a Fund is called for redemption or conversion, the Fund could be required to tender it for redemption, convert it into the underlying common stock, or sell it to a third party.

Convertible securities generally have less potential for gain or loss than common stocks. Convertible securities generally provide yields higher than the underlying common stocks, but generally lower than comparable non-convertible securities. Because of this higher yield, convertible securities generally sell at a price above their “conversion value,” which is the current market value of the stock to be received upon conversion. The difference between this conversion value and the price of convertible securities will vary over time depending on changes in the value of the underlying common stocks and interest rates. When the underlying common stocks decline in value, convertible securities will tend not to decline to the same extent because of the interest or dividend payments and the repayment of principal at maturity for certain types of convertible securities. However, securities that are convertible other than at the option of the holder generally do not limit the potential for loss to the same extent as securities convertible at the option of the holder. When the underlying common stocks rise in value, the value of convertible securities may also be expected to increase. At the same time, however, the difference between the market value of convertible securities and their conversion value will narrow, which means that the value of convertible securities will generally not increase to the same extent as the value of the underlying common stocks. Because convertible securities may also be interest-rate sensitive, their value may increase as interest rates fall and decrease as interest rates rise. Convertible securities are also subject to credit risk, and are often lower-quality securities.

BONDS

Each Fixed Income ETF invests a substantial portion of its assets in bonds and the Preferred Stock ETF may invest a portion of its assets in bonds. A bond is an interest-bearing security issued by a company, governmental unit or, in some cases, a non-U.S. entity. The issuer of a bond has a contractual obligation to pay interest at a stated rate on specific dates and to repay principal (the bond’s face value) periodically or on a specified maturity date; provided, however, a zero coupon bond pays no interest to its holder during its life. The value of a zero coupon bond to a Fund consists of the difference between such bond’s face value at the time of maturity and the price for which it was acquired, which may be an amount significantly less than its face value (sometimes referred to as a “deep discount” price).

(income as a percent of the bond’s current value) may differ from its coupon rate as its value rises or falls. Fixed rate bonds generally are also subject to inflation risk, which is the risk that the value of the bond or income from the bond will be worth less in the future as inflation decreases the value of money. This could mean that, as inflation increases, the “real” value of the assets of a Fund holding fixed rate bonds can decline, as can the value of the Fund’s distributions. Other types of bonds bear income at an interest rate that is adjusted periodically. Because of their adjustable interest rates, the value of “floating-rate” or “variable-rate” bonds fluctuates much less in response to market interest rate movements than the value of fixed rate bonds. A Fund may treat some of these bonds as having a shorter maturity for purposes of calculating the weighted average maturity of its investment portfolio. Bonds may be senior or subordinated obligations. Senior obligations generally have the first claim on a corporation’s earnings and assets and, in the event of liquidation, are paid before subordinated obligations. Bonds may be unsecured (backed only by the issuer’s general creditworthiness) or secured (also backed by specified collateral).

In addition, the Convertible Securities ETF, the Corporate Bond ETFs, High Yield Bond ETF and the International Corporate Bond ETF invest almost exclusively in corporate bonds and the Preferred Stock ETF may invest a portion of its assets in corporate bonds. The investment return of corporate bonds reflects interest on the bond and changes in the market value of the bond. The market value of a corporate bond may be affected by the credit rating of the corporation, the corporation’s performance and perceptions of the corporation in the market place. There is a risk that the issuers of the securities may not be able to meet their obligations on interest or principal payments at the time called for by such a security.

HIGH YIELD SECURITIES

The High Yield Bond ETF and SPDR Nuveen S&P High Yield Municipal Bond ETF each invests a substantial portion of its assets in high yield debt securities and the Preferred Stock ETF and SPDR Barclays Capital Emerging Markets Local Bond ETF may invest a portion of their assets in high yield debt securities. Investment in high yield securities generally provides greater income and increased opportunity for capital appreciation than investments in higher quality securities, but they also typically entail greater price volatility and credit risk. These high yield securities are regarded as predominantly speculative with respect to the issuer’s continuing ability to meet principal and interest payments. Analysis of the creditworthiness of issuers of debt securities that are high yield may be more complex than for issuers of higher quality debt securities. In addition, high yield securities are often issued by smaller, less creditworthy companies or by highly leveraged (indebted) firms, but can also be issued by governments. Such issuers are generally less able than more financially stable issuers to make scheduled payments of interest and principal. The risks posed by securities issued under such circumstances are substantial.

Investing in high yield debt securities involves risks that are greater than the risks of investing in higher quality debt securities. These risks include: (i) changes in credit status, including weaker overall credit conditions of issuers and risks of default; (ii) industry, market and economic risk; and (iii) greater price variability and credit risks of certain high yield securities such as zero coupon and payment-in-kind securities. While these risks provide the opportunity for maximizing return over time, they may result in greater volatility of the value of the Fund than a fund that invests in higher-rated securities.

Furthermore, the value of high yield securities may be more susceptible to real or perceived adverse economic, company or industry conditions than is the case for higher quality securities. The market values of certain of these lower-rated and unrated debt securities tend to reflect individual issuer developments to a greater extent than do higher-rated securities which react primarily to fluctuations in the general level of interest rates, and tend to be more sensitive to economic conditions than are higher-rated securities. Adverse market, credit or economic conditions could make it difficult at certain times to sell certain high yield securities held by the Fund.

The secondary market on which high yield securities are traded may be less liquid than the market for higher grade securities. Less liquidity in the secondary trading market could adversely affect the price at which a Fund could sell a high yield security, and could adversely affect the daily net asset value per share of a Fund. When secondary markets for high yield securities are less liquid than the market for higher grade securities, it may be more difficult to value the securities because there is less reliable, objective data available. However, an Index seeks to include primarily high yield securities that the Index provider believes have greater liquidity than the broader high yield securities market as a whole.

The use of credit ratings as a principal method of selecting high yield securities can involve certain risks. For example, credit ratings evaluate the safety of principal and interest payments, not the market value risk of high yield securities. Also, credit rating agencies may fail to change credit ratings in a timely fashion to reflect events since the security was last rated.

SOVEREIGN DEBT OBLIGATIONS

The International Treasury Bond ETFs, SPDR Barclays Capital Emerging Markets Local Bond ETF and SPDR DB International Government Inflation-Protected Bond ETF invest a substantial portion of their assets in sovereign debt. Sovereign debt obligations are issued or guaranteed by foreign governments or their agencies. Sovereign debt may be in the form of conventional securities or other types of debt instruments such as loans or loan participations. Governmental entities responsible for repayment of the debt may be unable or unwilling to repay principal and pay interest when due, and may require renegotiation or reschedule of debt payments. In addition, prospects for repayment of principal and payment of interest may depend on political as well as economic factors. Although some sovereign debt, such as Brady Bonds, is collateralized by U.S. Government securities, repayment of principal and payment of interest is not guaranteed by the U.S. Government.

U.S. GOVERNMENT OBLIGATIONS

Treasury ETFs, TIPS ETF and Mortgage Backed Bond ETF invest almost exclusively in various types of U.S. Government obligations. All other ETFs may invest a portion of their assets in U.S. Government obligations. U.S. Government obligations are a type of bond. U.S. Government obligations include securities issued or guaranteed as to principal and interest by the U.S. Government, its agencies or instrumentalities.

One type of U.S. Government obligation, U.S. Treasury obligations, are backed by the full faith and credit of the U.S. Treasury and differ only in their interest rates, maturities, and times of issuance. U.S. Treasury bills have initial maturities of one-year or less; U.S. Treasury notes have initial maturities of one to ten years; and U.S. Treasury bonds generally have initial maturities of greater than ten years.

Other U.S. Government obligations are issued or guaranteed by agencies or instrumentalities of the U.S. Government including, but not limited to, Federal National Mortgage Association (“FNMA”), the Government National Mortgage Association (“GNMA”), the Small Business Administration, the Federal Farm Credit Administration, the Federal Home Loan Mortgage Corporation (“FHLMC”), the Federal Home Loan Banks (“FHLB”), Banks for Cooperatives (including the Central Bank for Cooperatives), the Federal Land Banks, the Federal Intermediate Credit Banks, the Tennessee Valley Authority, the Export-Import Bank of the United States, the Commodity Credit Corporation, the Federal Financing Bank, the Student Loan Marketing Association, the National Credit Union Administration and the Federal Agricultural Mortgage Corporation (Farmer Mac). Some obligations issued or guaranteed by U.S. Government agencies and instrumentalities, including, for example, GNMA pass-through certificates, are supported by the full faith and credit of the U.S. Treasury. Other obligations issued by or guaranteed by federal agencies, such as those securities issued by FNMA, are supported by the discretionary authority of the U.S. Government to purchase certain obligations of the federal agency, while other obligations issued by or guaranteed by federal agencies, such as those of the Federal Home Loan Banks, are supported by the right of the issuer to borrow from the U.S. Treasury, while the U.S. Government provides financial support to such U.S. Government-sponsored federal agencies, no assurance can be given that the U.S. Government will always do so, since the U.S. Government is not so obligated by law.

On September 7, 2008, the U.S. Treasury announced a federal takeover of Fannie Mae, and Freddie Mac, placing the two federal instrumentalities in conservatorship. Under the takeover, the U.S. Treasury agreed to acquire $1 billion of senior preferred stock of each instrumentality and obtained warrants for the purchase of common stock of each instrumentality (the “Senior Preferred Stock Purchase Agreement” or “Agreement”). Under the Agreement, the U.S. Treasury pledged to provide up to $200 billion per instrumentality as needed, including the contribution of cash capital to the instrumentalities in the event their liabilities exceed their assets. This was intended to ensure that the instrumentalities maintain a positive net worth and meet their financial obligations, preventing mandatory triggering of receivership. On December 24, 2009, the U.S. Treasury announced that it was amending the Agreement to allow the $200 billion cap on the U.S. Treasury’s funding commitment to increase as necessary to accommodate any cumulative reduction in net worth over the next three years. As a result of this Agreement, the investments of holders, including applicable Funds, of mortgage-backed securities and other obligations issued by Fannie Mae and Freddie Mac are protected to the extent of such commitment.

VARIABLE RATE DEMAND OBLIGATIONS

The SPDR Nuveen S&P VRDO Municipal Bond ETF will invest in Variable Rate Demand Obligations (VRDO). VRDOs are short-term tax exempt fixed income instruments whose yield is reset on a periodic basis. VRDO securities tend to be issued with long maturities of up to 30 or 40 years; however, they are considered short-term instruments because they include a put feature which coincides with the periodic yield reset. For example, a VRDO whose yield resets weekly will have a put feature that is exercisable upon seven days notice. VRDOs are put back to a bank or other entity that serves as a liquidity provider, who then tries to resell the

VRDOs or, if unable to resell, holds them in its own inventory. VRDOs are generally supported by either a Letter of Credit or a Stand-by Bond Purchase Agreement to provide credit enhancement.

MUNICIPAL SECURITIES

General. The Municipal Bond ETFs will invest in securities issued by states, municipalities and other political subdivisions, agencies, authorities and instrumentalities of states and multi-state agencies or authorities. Municipal securities share the attributes of debt/fixed income securities in general, but are generally issued by states, municipalities and other political subdivisions, agencies, authorities and instrumentalities of states and multi-state agencies or authorities. The municipal securities which the Municipal Bond ETFs may purchase include general obligation bonds and limited obligation bonds (or revenue bonds), including industrial development bonds issued pursuant to former federal tax law. General obligation bonds are obligations involving the credit of an issuer possessing taxing power and are payable from such issuer’s general revenues and not from any particular source. Limited obligation bonds are payable only from the revenues derived from a particular facility or class of facilities or, in some cases, from the proceeds of a special excise or other specific revenue source. Tax-exempt industrial development bonds generally are also revenue bonds and thus are not payable from the issuer’s general revenues. The credit and quality of industrial development bonds are usually related to the credit of the corporate user of the facilities. Payment of interest on and repayment of principal of such bonds is the responsibility of the corporate user (and/or any guarantor).

Some longer-term municipal securities give the investor the right to “put” or sell the security at par (face value) within a specified number of days following the investor’s request—usually one to seven days. This demand feature enhances a security’s liquidity by shortening its effective maturity and enables it to trade at a price equal to or very close to par. If a demand feature terminates prior to being exercised, a Municipal Bond ETF would hold the longer-term security, which could experience substantially more volatility.

The market for municipal bonds may be less liquid than for taxable bonds. This means that it may be harder to buy and sell municipal securities, especially on short notice, than non-municipal securities. There may also be less information available on the financial condition of issuers of municipal securities than for public corporations. This means that it may be harder to buy and sell municipal securities, especially on short notice, and municipal securities may be more difficult for the Municipal Bond ETFs to value accurately than securities of public corporations. Since the Municipal Bond ETFs invest a significant portion of their portfolios in municipal securities, a Municipal Bond ETF’s portfolio may have greater exposure to liquidity risk than a fund that invests in non-municipal securities. In addition, the municipal securities market is generally characterized as a buy and hold investment strategy. As a result, the accessibility of municipal securities in the market is generally greater closer to the original date of issue of the securities and lessens as the securities move further away from such issuance date.

Municipal securities are subject to credit and market risk. Generally, prices of higher quality issues tend to fluctuate more with changes in market interest rates than prices of lower quality issues and prices of longer maturity issues tend to fluctuate more than prices of shorter maturity issues.

Prices and yields on municipal securities are dependent on a variety of factors, including general money-market conditions, the financial condition of the issuer, general conditions of the municipal security market, the size of a particular offering, the maturity of the obligation and the rating of the issue. A number of these factors, including the ratings of particular issues, are subject to change from time to time. Information about the financial condition of an issuer of municipal securities may not be as extensive as that which is made available by corporations whose securities are publicly traded. As a result, municipal securities may be more difficult to value than securities of public corporations.

Obligations of issuers of municipal securities are subject to the provisions of bankruptcy, insolvency and other laws affecting the rights and remedies of creditors. Congress or state legislatures may seek to extend the time for payment of principal or interest, or both, or to impose other constraints upon enforcement of such obligations. In addition, municipal securities are subject to the risk that their tax treatment could be changed by Congress or state legislatures, thereby affecting the value of outstanding municipal securities. There is also the possibility that as a result of litigation or other conditions, the power or ability of issuers to meet their obligations for the payment of interest and principal on their municipal securities may be materially affected or their obligations may be found to be invalid or unenforceable. Such litigation or conditions may from time to time have the effect of introducing uncertainties in the market for municipal securities or certain segments thereof, or of materially affecting the credit risk with respect to particular bonds. Adverse economic, business, legal or political developments might affect all or a substantial portion of a Municipal Bond ETF’s municipal securities in the same manner.

contract obligations (hereinafter collectively called “Municipal Lease Obligations”) of municipal authorities or entities. Although a Municipal Lease Obligation does not constitute a general obligation of the municipality for which the municipality’s taxing power is pledged, a Municipal Lease Obligation is ordinarily backed by the municipality’s covenant to budget for, appropriate and make the payments due under the Municipal Lease Obligation. However, certain Municipal Lease Obligations contain “non-appropriation” clauses which provide that the municipality has no obligation to make lease or installment purchase payments in future years unless money is appropriated for such purpose on a yearly basis. In the case of a “non-appropriation” lease, a Municipal Bond ETF’s ability to recover under the lease in the event of non-appropriation or default will be limited solely to the repossession of the leased property, without recourse to the general credit of the lessee, and disposition or releasing of the property might prove difficult.

Municipal Insurance. A municipal security may be covered by insurance that guarantees the bond’s scheduled payment of interest and repayment of principal. This type of insurance may be obtained by either (i) the issuer at the time the bond is issued (primary market insurance), or (ii) another party after the bond has been issued (secondary market insurance).

Both primary and secondary market insurance guarantee timely and scheduled repayment of all principal and payment of all interest on a municipal security in the event of default by the issuer, and cover a municipal security to its maturity, enhancing its credit quality and value.

Municipal security insurance does not insure against market fluctuations or fluctuations in a Municipal Bond ETF’s share price. In addition, a municipal security insurance policy will not cover: (i) repayment of a municipal security before maturity (redemption), (ii) prepayment or payment of an acceleration premium (except for a mandatory sinking fund redemption) or any other provision of a bond indenture that advances the maturity of the bond, or (iii) nonpayment of principal or interest caused by negligence or bankruptcy of the paying agent. A mandatory sinking fund redemption may be a provision of a municipal security issue whereby part of the municipal security issue may be retired before maturity.

Because a significant portion of the municipal securities issued and outstanding is insured by a small number of insurance companies, an event involving one or more of these insurance companies could have a significant adverse effect on the value of the securities insured by that insurance company and on the municipal markets as a whole.

Municipal Market Disruption Risk. The value of municipal securities may be affected by uncertainties in the municipal market related to legislation or litigation involving the taxation of municipal securities or the rights of municipal securities holders in the event of a bankruptcy. Proposals to restrict or eliminate the federal income tax exemption for interest on municipal securities are introduced before Congress from time to time. Proposals also may be introduced before state legislatures that would affect the state tax treatment of a municipal fund’s distributions. If such proposals were enacted, the availability of municipal securities and the value of a municipal fund’s holdings would be affected, and the Trustees would reevaluate a Municipal Bond ETF’s investment objectives and policies. Municipal bankruptcies are relatively rare, and certain provisions of the U.S. Bankruptcy Code governing such bankruptcies are unclear and remain untested. Further, the application of state law to municipal issuers could produce varying results among the states or among municipal securities issuers within a state. These legal uncertainties could affect the municipal securities market generally, certain specific segments of the market, or the relative credit quality of particular securities. Any of these effects could have a significant impact on the prices of some or all of the municipal securities held by the Municipal Bond ETF.

CONSIDERATIONS REGARDING INVESTMENT IN CALIFORNIA MUNICIPAL SECURITIES

The Municipal Bond ETFs, and more directly, the SPDR Nuveen Barclays Capital Short Term Municipal Bond ETF, SPDR Nuveen Barclays Capital California Municipal Bond ETF, SPDR Nuveen Barclays Capital Municipal Bond ETF and the SPDR Nuveen Barclays Capital Build America Bond ETF, may be particularly affected by political, economic or regulatory developments affecting the ability of California tax-exempt issuers to pay interest or repay principal. Provisions of the California Constitution and State statutes that limit the taxing and spending authority of California governmental entities may impair the ability of California governmental issuers to maintain debt service on their obligations. Future California political and economic developments, constitutional amendments, legislative measures, executive orders, administrative regulations, litigation and voter initiatives could have an adverse effect on the debt obligations of California issuers. The information set forth below constitutes only a brief summary of a number of complex factors which may impact issuers of California municipal obligations, and does not include factors that may occur on a national and/or international level that may also have an adverse effect on the debt obligations of California issuers. The information is derived from sources that are generally available to investors, including the State’s Treasurer’s Office’s Official Statement and other information promulgated by the State’s Treasurer’s Office, the Department of Finance and the State Controller’s Office. The information is intended to give recent historical description and is not intended to indicate future or continuing trends in the financial or other positions of California. Such information has not been independently verified by the Trust or its legal counsel, and the Trust and its legal counsel assume no responsibility for the completeness or accuracy of such information. The information

can be found at the website of the California State Treasurer at www.treasurer.ca.gov. No such information is intended to be incorporated by reference into this Statement of Additional Information. It should be noted that the financial strength of local California issuers and the creditworthiness of obligations issued by local California issuers is not directly related to the financial strength of the State or the creditworthiness of obligations issued by the State, and there is no obligation on the part of the State to make payment on such local obligations in the event of default.

Certain debt obligations held by a Municipal Bond ETF may be obligations of issuers that rely in whole or in substantial part on California state government revenues for the continuance of their operations and payment of their obligations. Whether and to what extent the California Legislature will continue to appropriate a portion of the State’s General Fund to counties, cities and their various entities, which depend upon State government appropriations, is not entirely certain. To the extent local entities do not receive money from the State government to pay for their operations and services, their ability to pay debt service on obligations held by the Funds may be impaired.

Certain tax-exempt securities in which the Municipal Bond ETFs may invest may be obligations payable solely from the revenues of specific institutions, or may be secured by specific properties, which are subject to provisions of California law that could adversely affect the holders of such obligations. For example, the revenues of California health care institutions may be subject to state laws, and California law limits the remedies of a creditor secured by a mortgage or deed of trust on real property.

California’s economy is the largest state economy in the United States and one of the largest in the world. In addition to its size, California’s economy is also one of the most diverse in the world, with major components in high technology, trade, entertainment, agriculture, manufacturing, government, tourism, construction and services. The relative proportion of the various components of the California economy closely resembles the make-up of the national economy. California receives revenues from taxes, fees and other sources, the most significant of which are the personal income tax, sales and use tax and corporation tax. The state expends money on a variety of programs and services. Significant elements of state expenditures include education (both kindergarten through 12th grade and higher education), health and human services, correctional programs, transportation and debt service. Most of the major revenue sources of the State are deposited into the General Fund, which is the principal operating fund for the majority of the governmental activities of the State. As the Department of Finance reports, California, as the rest of the nation, is in a severe economic recession.

The State experienced a severe economic recession which began in the first quarter of 2008 and ended at some point in the second half of 2009. However, though the State’s “bottom-line” (primary government net assets) does not yet reflect it, there is some evidence that California’s downward trend has stopped and its financial position is improving. Personal income increased for the sixth consecutive quarter in the first quarter of 2011. After falling for six consecutive quarters, taxable sales turned around in the second half of 2009 and continued to improve through the first quarter of 2011. The state unemployment rate reached a high of 12.5 percent in late 2010. The rate improved thereafter, falling to 11.7 percent in May 2011, but rising to 12.0 percent for July 2011. In comparison, the national unemployment rate was 9.1 percent in July. In response to the most severe economic downturn in the United States since the Great Depression, in the budget plan for Fiscal Year 2009-10 adopted on February 20, 2009 as amended by the revisions enacted on July 28, 2009 together with other related budget legislation (the “Amended 2009 Budget Act”), the State implemented substantial spending reductions, program eliminations, revenue increases, and other solutions in order to close an estimated $60 billion budget gap over the combined 2008-09 and 2009-10 fiscal years. The State adopted reforms in nearly every area of government to better contain costs in the future. The May Revision of the 2010-11 Governor’s Budget released May 14, 2010 (the “2010-11 May Revision”) included further reductions to many programs. The 2011 Budget Act projected an additional $4 billion in fiscal year 2011-12 General Fund revenues since the 2011-12 May Revision, based on better-than-projected revenues in May and the first part of June. This amount was estimated on an aggregate basis, and was not allocated to specific tax sources. The 2011 Budget Act recognized the potential risk to the state’s fiscal condition if the higher revenues did not materialize by including a “trigger mechanism” to provide certain automatic expenditure reductions if projections of the fiscal year 2011-12 revenues to be updated in November/December 2011 are more than $1 billion lower than projected under the 2011 Budget Act.

Conditions remain difficult for businesses and residents across the state. Housing, while stabilizing, still has issues to work through in the mortgage markets. The weak housing markets and the depressed level of home building will continue to slow the economic recovery. These factors are likely to depress consumer confidence and, therefore, the willingness and ability of individuals and firms to spend and invest for some time. The Legislative Analyst’s Office (“LAO”), California’s nonpartisan fiscal and policy adviser, estimates that California’s personal income will grow by 5.0 percent in 2011 and 303 percent in 2012. The LAO forecasts that the State’s three major sources of revenue — personal income taxes, corporation taxes, and sales and use taxes — will increase by 5.6 percent in the 2010-11 fiscal year and, after a decrease of 1.4 percent in the 2011-12 fiscal year as temporary tax increases expire, will continue to increase. However, there is much uncertainty in these forecasts. The LAO also estimates that California’s employment

will grow 0.9 percent in 2011 and 2.2 percent in 2012 and 2013, but that the unemployment rate will remain above seven percent through 2015.

In January 2011, California’s projected budget gap for fiscal years 2010-11 and 2011-12 was $25.4 billion. The state’s revenue estimates utilized in connection with the 2011 Budget Act assumed slow but positive economic growth, and the 2011 Budget Act projects that most of California’s major revenue sources will grow in fiscal year 2011-12. The 2011 Budget Act also takes into account the end of federal stimulus funds (ARRA) which provided $4.2 billion to the state to offset General Fund costs in fiscal year 2010-11, and the expiration on June 30, 2011 of temporary surcharges on personal income taxes, sales taxes and vehicle license fees which provided $7.1 billion in the last fiscal year. The 2011 Budget Act closed a projected $26.6 billion budget gap for the two fiscal years 2010-11 and 2011-12 and made substantial progress in addressing the state’s long-term structural budget deficit.

This proposed budget projects a $25.4 billion gap between estimated revenues and state expenditures over the next 18 months. The 2011-12 Governor’s Budget proposes $12.5 billion in expenditure-related solutions, $12.0 billion in new revenues, and $1.9 billion in internal borrowing from special funds and other sources. The 2011-12 Governor’s Budget projects (with all budget solutions enacted) General Fund revenues and transfers of $89.7 billion and expenditures of $84.6 billion, resulting in a $1 billion reserve. The majority of the budget actions are not one-time solutions, but are intended to last beyond the 2011-12 fiscal year. Two significant and interrelated elements are included in the Governor’s plan: the extension of the four temporary tax increases adopted in February 2009 and the realignment of state and local program responsibilities, including the elimination of redevelopment agencies.

Budget Initiatives

Cash Management

The State has regularly issued short-term obligations to meet cash flow needs in the form of a type of external borrowing called “revenue anticipation notes” (“RANs”). RANs mature prior to the end of fiscal year issuance. The State has issued RANs in 22 of the last 23 fiscal years to partially fund timing differences between receipts and disbursements, as the majority of General Fund revenues are received in the last part of the fiscal year. If additional external cash flow borrowings are required, the State has issued revenue anticipation warrants (“RAWs”), which can mature in a subsequent fiscal year. RANs and RAWs are both payable from any “Unapplied Money” in the General Fund on their maturity date, subject to the prior application of such money in the General Fund to pay “Priority Payments,” payments made to, among other things, (i) support the public school system and public institutions of higher education, (ii) pay principal on general obligation bonds and general obligation notes of the state (as described below), (iii) reimburse local governments for certain reductions in ad valorem property taxes, (iv) provide reimbursement from the General Fund to any special fund or account to the extent such reimbursement is legally required to be to repay borrowings and (v) pay, among other things, state employees’ wages and benefits, state payments to pension and other state employee benefit trust funds and lease payments to support lease revenue bonds.

The state entered fiscal year 2009-10 on July 1, 2009 with severely depleted cash resources as a result of having to pay significant obligations before June 30, 2009, including repayment of $5.5 billion of RANs issued in fiscal year 2008-09. In addition, significant payments to public schools had been deferred from the end of fiscal year 2008-09 into the first few weeks of July 2009. The state had projected in May 2009 that revenues would be lower than expected and that it faced a $22 billion budget gap. However, by July 1, 2009, additional budget solutions for fiscal year 2009-10 had not been adopted. Faced with reduced cash resources, the State Controller started to issue registered warrants (or IOUs) on July 2, 2009, for certain obligations of the state not having payment priority under law. The State Controller was able to manage cash resources, as described above, to ensure that higher priority payments, such as for schools and debt service, were made on time in July and August 2009. On July 28, 2009, the Governor signed the Amended 2009 Budget Act, which included a number of provisions for cash management purposes. With the adoption of the Amended 2009 Budget Act, the state was above to undertake it normal external borrowing program for fiscal year 2009-10. The 2010-11 May Revision projected that the state would have sufficient cash resources to repay all of its $8.8 billion of 2009-10 Series A Notes in June of 2010 as scheduled, and they were all retired as of June 23, 2010. Cash flow projections prepared following the 2010-11 May Revision showed as available balance of cash and unused borrowable resources at June 30, 1010 of about $6.2 billion, after repayment of the RANs.

approximately $4.5 billion in payments as authorized under the March 2010 Cash Management Bill and issued $6.7 billion of interim RANs through a private placement. In November 2010, the state issued $10.0 billion of RANs. The proceeds of the RANs enabled the state to repay the $6.7 billion of interim RANs.

As a result of expenditure reductions enacted in March 2011 and improved revenue results (despite the expiration of temporary tax surcharges), the state entered the 2011-12 fiscal year in a better cash position than it had experienced for several years. Timely enactment of the 2011 Budget Act allows the state to carry out its normal cash flow borrowing (2011 RANs) early in the fiscal year. In light of the uncertainty related to the federal debt limit situation, the state issued interim RANs of $5.4 billion in late July to provide sufficient cash for the early part of the fiscal year in case developments in Congress disrupted the market for the 2011 RANs. These interim RANs were prepaid on September 22, 2011 from Unapplied Moneys in the General Fund. The 2011 RANs in the amount of $5.4 billion were issued on September 22, 2011.

Under California’s continued intra-year payment deferral program, in the event there are sufficient funds available to the General Fund during the 2011-12 fiscal year, upon agreement among the State Controller, the State Treasurer, and the Director of the Department of Finance, the State Controller may release deferred funds earlier than scheduled in the Department of Finance’s cash flow projections for the 2011-12 fiscal year. These potential early payments could reduce unused cash borrowable resources in earlier months than anticipated in those projections, but would not affect the June 30, 2012 unused borrowable resources.

Special Fund for Economic Uncertainties

The Special Fund for Economic Uncertainties (“SFEU”) is funded with General Fund revenues and was established to protect the State from unforeseen revenue reductions and/or unanticipated expenditure increases. The State Controller may transfer amounts in the SFEU to the General Fund as necessary to meet cash needs of the General Fund and such transfers are characterized as “loans.” The State Controller must then return the money so transferred without payment of interest as soon as there is sufficient money in the General Fund. The State Controller is also authorized to transfer the unencumbered balance in the General Fund to the SFEU, as of the end of each fiscal year.

Budget Stabilization Account

In March 2004, voters approved Proposition 58, which amended the California State Constitution to require balanced budgets in the future, yet this has not prevented the State from enacting budgets that rely on borrowing. Proposition 58 establishes a special budgetary reserve, the Budget Stabilization Account (“BSA”). Beginning with fiscal year 2006-07, a specified portion of estimated annual General Fund revenues was transferred by the State Controller into the BSA (to reach a ceiling of 3 percent by 2008-09). These transfers would continue until the balance in the BSA reached $8 billion or 5 percent of the estimated General Fund revenues for that fiscal year, whichever is greater. The annual transfer requirement would go back into effect whenever the balance falls below $8 billion or the 5 percent mark. The BSA is used to repay the ERBs and provide a “rainy-day” fund for future economic downturns or natural disasters. Proposition 58 also allows the Governor to declare a fiscal emergency whenever he or she determines that General Fund revenues will decline below budgeted expenditures, or expenditures will increase substantially above available resources. Finally, it requires the State legislature to take action on legislation proposed by the Governor to address fiscal emergencies.

The 2007, 2008 and 2009 Budget Acts give the Director of Finance authority to transfer money from the BSA back into the General Fund in an amount determined by the Director of Finance to be sufficient to ensure there is a prudent General Fund balance. Using this authority, the Director of Finance ordered the transfer of the entire balance of $1.495 billion from the BSA to the General Fund to address a fiscal emergency proclaimed by the Governor on January 10, 2008. On May 28, 2008, the Governor suspended the 2008-09 transfer of $3.018 billion from the General Fund to the BSA, as had been proposed in the 2008-09 Budget. Due to a drastic decline in General Fund revenues, the Governor issued an Executive Order on May 29, 2009, suspending the 2009-10 transfer estimated at approximately $2.8 billion from the General Fund to BSA. The 2010-11 May Revision retains the January 10 proposal to suspend the fiscal year 2010-11 transfer estimated at approximately $2.7 billion from the General Fund to the BSA. During fiscal year 2011-12, there are no monies in the BSA.

2011 Proposed Governor’s Budget and the 2011-12 May Revision

2011-12 May Revision reduced the budget gap estimate to 9.61 billion (including funding a $1.2 billion reserve) and proposes to close the gap with a combination of expenditure reductions, alternative funding, fund shifts, and federal funds. The 2011-12 May Revision will be the basis for final negotiations between the Governor and the Legislature to reach agreement on the fiscal year 2011-12 Budget.

Intensive negotiations between Legislative leaders and the Governor in the period immediately following release of the 2011-12 Governor’s Budget resulted in partial adoption of the Governor’s proposals. By mid-March, the Legislature had enacted, largely by majority vote, a series of bills adopting substantial and permanent expenditure reductions and other solutions totaling about $13 billion. Most of these bills were signed by the Governor at the time. Certain proposals, such as elimination of redevelopment agencies and enterprise zones, and realignment to local governments, were left undone. Most significantly, there was no agreement to place the tax extensions proposed by the Governor on the June ballot. Therefore, since the entire budget gap was not closed, no final budget package was adopted in March. On May 16, 2011, the Governor released the May Revision to the 2011-12 Budget.

The 2011-12 May Revision projects to end fiscal year 2011-12 with a $1.2 billion reserve. General Fund revenues and transfers for fiscal year 2011-12 are projected at $88.5 billion, a decrease of $6.3 billion compared with revised estimates for fiscal year 2010-11. General Fund expenditures for fiscal year 2011-12 are projected at $85.9 billion, an increase of $1.3 billion compared with estimates in the 2011-12 Governor’s Budget and a decrease of $5.5 billion compared with revised estimates for fiscal year 2010-11.

About Municipal Obligations

As of August 1, 2011, the State had outstanding approximately $79.1 billion aggregate principal amount of long-term general obligation bonds, of which approximately $71.1 billion were payable primarily from the state’s General Fund, and approximately $8.0 billion were payable first from the other revenue sources. As of August 1, 2011, there were unused voter authorizations for the future issuance of approximately $38.4 billion of long-term obligation bonds, some of which may first be issued as commercial paper notes. Of this unissued amount, approximately $1.3 billion are for bonds payable first from other revenue sources. The general obligation bond law also permits the state to issue as variable rate indebtedness up to 20 percent of the aggregate amount of long-term general obligation bonds outstanding. As of August 1, 2011, the state had outstanding $4.8 billion principal amount of variable rate general obligation bonds (which includes a portion of Economic Recovery Bonds (“ERBs”) described below), representing about 6.1 percent of the state’s total outstanding general obligation bonds as of that date. The state presently plans to refund or remarket into long-term fixed rates in October 2011 all of its general obligation bonds having a mandatory tender on April 1, 2012, totaling about $342 million. The state is required to pay the principal of any general obligation bonds, with the exception of ERBs, which are subject to optional or mandatory tender. The state may also issue commercial paper notes, some, but not all, of which may be renewed or refunded by the issuance of long-term bonds. It is currently the state’s policy to use commercial paper notes to provide flexibility for bond programs, such as to provide interim funding of voter-approved projects and to facilitate refunding of variable rate bonds into fixed rate bonds. Pursuant to the terms of the bank credit agreement presently in effect, the general obligation commercial paper program may have up to $1.57 billion in aggregate principle amount at any time. The issuance of General Obligation Bonds on September 28, 2011 provided funds which, together with certain additional funds, have retired all of the $1,292,170,000 aggregate principal amount of general obligation commercial paper notes which had been outstanding. The state then plans to terminate its existing bank credit agreement and enter into new agreements with multiple banks to restructure the commercial paper program.

In addition to general obligation bonds, the State also issues lease revenue obligations. Under these arrangements, the State Public Works Board, another state or local agency or a joint powers authority issues bonds to pay for the construction of facilities such as office buildings, university buildings or correctional institutions. These facilities are leased to a state agency, the California State University, or the University of California or the Judicial Council under a long-term lease that provides the source of payment of the debt service on the lease-revenue bonds. As of August 1, 2011, the State had approximately $9.4 billion in outstanding General Fund-supported lease purchase obligations. The State Public Works Board, which is authorized to sell lease revenue bonds, had approximately $12.0 billion of authorized and unissued lease revenue bonds as of August 1, 2011. Certain state agencies and authorities also issue revenue bonds for which the General Fund has no liability. As of June 30, 2011, state agencies and authorities had approximately $59 billion aggregate principal amount of revenue bonds and notes outstanding which are non-recourse to the General Fund. These entities are subject to various economic risks and uncertainties, and the credit quality of the securities issued by them may vary from the credit quality of those obligations backed by the full faith and credit of the State.

projections, approximately $2.3 billion of lease-revenue bonds will be issued in fiscal year 2011-12 and $3.2 billion of lease-revenue bonds will be issued in fiscal year 2012-13. For general obligation bonds, the Department of Finance estimates that approximately $1.8 billion of new money bonds will be issued in the fall of 2011. It is expected that proposed issuance amounts for the remainder of fiscal year 2011-12 will be contained in the upcoming 2012-13 Governor’s Budget. Future amounts of general obligation debt issuance will depend on departmental spending needs, overall budget constraints, market conditions, refunding opportunities and other factors.

Economic Recovery Bonds

In March 2004, voters approved Proposition 57, the California Economic Recovery Bond Act, authorizing the issuance of up to $15 billion in Economic Recovery Bonds (“ERBs”) to finance the State’s negative General Fund balance.

The repayment of the ERBs is secured by a pledge of revenues from an increase in the State’s share of the sales and use tax of 0.25% starting July 1, 2004. In addition, as voter-approved general obligation bonds, the ERBs are secured by the State’s full faith and credit and payable from the General Fund in the event the dedicated sales and use tax revenue is insufficient to repay the bonds. However, moneys in the General Fund will only be used in the event the dedicated sales and use tax revenue is insufficient to repay the bonds. In order to relieve cash flow and budgetary shortfalls identified in the 2008-09 Governor’s Budget, the state issued approximately $3.179 billion of ERBs on February 14, 2008, generating net proceeds of $3.313 billion which were transferred to the General Fund. No further ERBs can be issued under Proposition 57, except refunding bonds which may be issued in the future.

Because of the sharp reduction in taxable sales as a result of the recent economic recession, the Special Sales Tax Revenues (“SSTRs”) collected from the one-quarter cent tax dedicated to repayment of the ERB debt decreased to a level which did not provide adequate coverage above the required debt service accounts for the 2004 and 2008 ERBs. This resulted in downgrades of the ratings of the ERBs and would have required debt service to be paid from reserve funds for at least some period of time. In order to restore adequate coverage, the state restructured the ERB debt through the issuance of approximately $3.435 billion ERB refunding bonds on November 5, 2009. The restructuring reduced annual debt service costs to come into alignment with reduced tax revenues, with a coverage target of at least 1.3 times. The ratings for all ERBs have been raised to levels above the state’s general obligation bond ratings.

Three different sources of funds are required to be applied to the early retirement (generally by purchase or redemption) of ERBs: (i) all proceeds from the dedicated quarter cent sales tax in excess of the amounts needed, on a semi-annual basis, to pay debt service and other required costs of the bonds, (ii) all proceeds from the sale of specified surplus state property, and (iii) fifty percent of each annual deposit, up to $5 billion in the aggregate, of deposits in the BSA. As of August 2011, funds from these sources have been used for early retirement of approximately $4.12 billion of bonds during fiscal years 2005-06 through 2011-12, including $1.495 billion which was transferred from the BSA in fiscal year 2006-07 ($472 million) and fiscal year 2007-08 ($1.023 billion). As of August 1, 2011, a total of $7.42 billion of ERBs have been retired, leaving a principal balance of $6.79 billion.

Tobacco Settlement Revenue Bonds

In 1998, the state signed a settlement agreement with four major cigarette manufacturers (the “Manufacturers”). Under the settlement agreement, the Manufacturers agreed to make payments to the state in perpetuity, which payments amount to approximately $25 billion (subject to adjustments) over the first 25 years. Half of the payments made by the Manufacturers will be paid to the state and half to local governments (all counties and cities of San Diego, Los Angeles, San Francisco and San Jose). In connection with the settlement, a bill was enacted authorizing the issuance of revenue bonds secured by the tobacco settlement revenues received beginning in the 2003-04 fiscal year. In 2003, in connection with a second sale of the bonds, the bill was amended to require the Governor to request an appropriation from the General Fund in the annual Budget Act to pay debt service and other related costs of the tobacco settlement revenue bonds secured by the second (and only the second sale) of the bonds when such tobacco settlement revenues are insufficient. Tobacco settlement revenue bonds are neither general nor legal obligations of the state or any of its political subdivisions and neither the faith and credit nor the taxing power nor any other assets or revenues of the state or any political subdivision is or shall be pledged to the payment of any such bonds, with the exception of the General Fund appropriation request previously discussed. In 2003, two separate sales of these assets financed with revenue bonds (the “2003 Bonds”) produced about $4.75 billion in proceeds which were transferred to the General Fund. In 2005 and 2007, the state refunded all of the original 2003 Bonds, generating additional proceeds of approximately $1.783 billion, which were also transferred to the General Fund. The back-up state guaranty was applied to only the second 2003 sale of bonds and was continued when those bonds were refunded in 2005 (the “2005 Bonds”). The back-up state guaranty now applies to the $3.14 billion of 2005 Bonds.

For the first time since the Bonds were issued, the reserve funds of each bond are anticipated to be used to make the required debt service interest payment due in December 2011. The draw on the 2005 supplemental reserve funds is anticipated to be $5.3 million, leaving approximately $241 million in the reserve funds for the 2005 Bonds. Future revenues in excess of debt service requirements, if any, will be used to replenish the reserve funds of the 2005 Bonds. The state General Fund is not obligated to replenish the reserve funds.

California has always paid the principal of and interest on its general obligation bonds, general obligation commercial paper notes, lease-purchase obligations and short-term obligations, including RANs and RAWs, when due. As of the last Official Statement from the Treasurer’s Office released at the end of September 2009, the state’s general obligation bonds were rated “Baa1” by Moody’s, “A” by S&P, and BBB by Fitch. The RANs have received ratings of MIG 1, SP-1 and F-2 by Moody’s, S&P and Fitch, respectively. It should be recognized that these ratings are not an absolute standard of quality, but rather general indicators. Such ratings reflect only the view of the originating rating agencies, from which an explanation of the significance of such ratings may be obtained. There is no assurance that a particular rating will continue for any given period of time or that any such rating will not be revised downward or withdrawn entirely if, in the judgment of the agency establishing the rating, circumstances so warrant. A downward revision or withdrawal of such ratings, or either of them, may have an effect on the market price of the State municipal obligations in which a Fund invests.

Constitutional and statutory amendments as well as budget developments may affect the ability of California issuers to pay interest and principal on their obligations. The overall effect may depend upon whether a particular California tax-exempt security is a general or limited obligation bond and on the type of security provided for the bond. It is possible that measures affecting the taxing or spending authority of California or its political subdivisions may be approved or enacted in the future.

CONSIDERATIONS REGARDING INVESTMENT IN NEW YORK MUNICIPAL SECURITIES

The Municipal Bond ETFs, and more directly, the SPDR Nuveen Barclays Capital Short Term Municipal Bond ETF, SPDR Nuveen Barclays Capital New York Municipal Bond ETF, SPDR Nuveen Barclays Capital Municipal Bond ETF and the SPDR Nuveen Barclays Capital Build America Bond ETF, may be particularly affected by political, economic or regulatory developments affecting the ability of New York tax-exempt issuers to pay interest or repay principal. Investors should be aware that certain issuers of New York tax-exempt securities have at times experienced serious financial difficulties. A reoccurrence of these difficulties may impair the ability of certain New York issuers to maintain debt service on their obligations. The following information provides only a brief summary of the complex factors affecting the financial situation in New York, and does not include factors that may occur on a national and/or international level that may also have an adverse effect on issuers’ ability to maintain debt service on their obligations. The information is primarily derived from the Annual Information Statement of the State of New York and updates and supplements thereto. These sources are prepared by the Department of Budget and are available to investors at www.budget.state.ny.us. The information is intended to give a recent historical description and is not intended to indicate future or continuing trends in the financial or other positions of New York. Such information has not been independently verified by the Trust or its legal counsel and the Trust and its legal counsel assume no responsibility for the completeness or accuracy of such information. It should be noted that the creditworthiness of obligations issued by local New York issuers may be unrelated to the creditworthiness of obligations issued by New York city and state agencies, and that there is no obligation on the part of New York State to make payment on such local obligations in the event of default.

The Annual Information Statement (“AIS”) of the State of the New York is provided by the Department of Budget (“DOB”) subsequent to the fiscal year end of March 31. The AIS constitutes the official disclosure statement regarding the financial condition of the State of New York. The information provided below is based on the AIS dated May 24, 2011, as updated through August 22, 2011. The AIS is updated on a quarterly basis. No such information is intended to be incorporated by reference in this Statement of Additional Information.

The State accounts for all of its spending and revenues by the fund in which the activity takes place and the broad category or purpose of that activity. Funds include the General Fund and other funds specified for dedicated purposes (collectively, “State Operating Funds”). The State Constitution requires the Governor to submit an Executive Budget that is balanced on a cash basis in the General Fund, which is the fund that receives the majority of State taxes, and all income not earmarked for a particular program or activity. Since the Governor is statutorily required to balance the General Fund, it is often the focus of the State’s budget discussion. Each year, the Legislature and the Governor enact an Enacted Budget Financial Plan (“Enacted Budget”) which is prepared by the DOB and contains estimates for the upcoming fiscal year and projections for the next two fiscal years. This year, the Enacted Budget contains estimates for the 2011-2012 fiscal year and projections for the 2012-13 through 2014-15 fiscal years.

The State’s economy and finances are subject to many complex, economic, social, environmental and political risks and uncertainties, many of which are outside of the ability of the State to control. These include, but are not limited to, the performance of the national and State economies and the impact of continuing write-downs and other costs on the profitability of the financial services sector, and the concomitant effect on bonus income and capital gains realizations; access to the capital markets in light of the disruption in the municipal bond market; litigation against the State, including challenges to certain tax actions and other actions authorized in the Enacted Budget; and actions taken by the federal government, including audits, disallowances, and change in aid levels. Such risks and uncertainties may affect the Enacted Budget unpredictably from fiscal year to fiscal year.

Revised General Fund Receipts and Disbursements Estimates

The General Fund finances various state programs including, among other programs, school aid, Medicaid and higher education. The General Fund receives the majority of the State’s tax money, specifically revenue from personal income, sales and business taxes.

General Fund receipts are projected to grow 10.9 percent from the 2010-11 results. Overall, State tax receipts are expected to grow by 6.7 percent. Receipts growth is affected by the tax changes approved in the Enacted Budget, as well as, in prior fiscal years, and tax compliance and anti-fraud efforts. These factors are expected to continue to enhance expected receipt growth through 2014-15. DOB has made adjustments to the projected 2011, 2012, 2013 and 2014 expenditures to account for the impact of: (i) decreases for pollution remediation of $150 million in each of fiscal year 2011 and 2012 and decreases of $200 million in each of fiscal years 2013 and 2014 as a result of the amendment of the Financial Emergency Act to permanently waive the budgetary impact of Government Accounting Standards Board 49, enabling the City to continue to finance certain pollution remediation costs with the issuance of bonds; (ii) increases for education of $853 million in each of fiscal years 2012 through 2014 resulting from the expiration of federal stimulus funding for education; (iii) increases of $180 million and $72 million in fiscal years 2011 and 2012, respectively, to compensate for the shortfall in additional federal Medicaid participation; (iv) increases in health insurance costs of $7 million, $126 million, $195 million and $276 million in fiscal years 2011 through 2014, respectively; (v) a decrease of $600 million in fiscal year 2011 and increases of $400 million in each of fiscal years 2012 through 2014, in the reserve for changes in pension funding assumptions and methodology, as a result of adjustments in the timing and amount of such changes; (vi) decreases in debt service of $23 million and $341 million in fiscal years 2011 and 2012, respectively, and increases in debt service of $45 million and $51 million in fiscal years 2013 and 2014, respectively; and (vii) increases in other expenses of $89 million and $35 million in fiscal year 2011 and 2012, respectively, and decreases in other expenses of $21 million and $114 million in fiscal years 2013 and 2014, respectively.

The Governor submitted his Executive Budget proposal for fiscal year 2012 on February 1, 2011, and amendments on February 24 and March 1, 2011, as permitted by law. On March 3, 2011, the DOB issued the Executive Budget Financial Plan, as amended, which included updated estimates and projections for fiscal years 2011 through 2015. The Governor’s Executive Budget proposed measures to eliminate the General Fund budget gap of $10 billion in fiscal year 2012, and to reduce the future projected budget gaps to $2.2 billion in fiscal year 2012, $2.5 billion in fiscal year 2014, and $4.4 billion in fiscal year 2015. The Governor and legislative leaders announced agreement on a budget for fiscal year 2012 on March 27, 2011. The Legislature passed the appropriations and accompanying legislation needed to complete the budget on March 31, 2011. Consistent with past practice, the Legislature enacted the annual debt service appropriations without amendment before the start of the fiscal year (on March 16, 2011). On April 11, 2011, the Governor completed his review of all budget bills and finalized the enactment of the fiscal year 2012 Budget.

State Debt and Other Financing Activities

State-related debt consists of State-supported debt, where the State, subject to an appropriation, is directly responsible for paying debt service, as well as State-guaranteed debt (to which the full faith and credit of the State has been pledged), moral obligation financings and certain contingent-contractual obligation financings, where debt service is expected to be paid from other sources and State appropriations are contingent in that they may be made and used only under certain circumstances. State-supported debt is a subset of State-related debt. It includes general obligation debt, to which the full faith and credit of the State has been pledged, and lease-purchase and contractual obligations of public authorities and municipalities where the State’s legal obligation to make payments to those public authorities and municipalities is subject to and paid from annual appropriations made by the Legislature. General obligation debt and lease-purchase obligations are discussed in greater detail below. The State also issues interest rate exchange agreements and variable rate obligations.

The State has never defaulted on any of its general obligation indebtedness or its obligations under lease-purchase or contractual obligation financing arrangements and has never been called upon to make any direct payments pursuant to its guarantees.

General Obligation Bonds

There is no constitutional limit on the amount of long-term general obligation debt that may be so authorized and subsequently incurred by the State. However, the Debt Reform Act of 2000 (“Debt Reform Act”) imposed statutory limitations on new State-supported debt issued on and after April 1, 2000. The State Constitution provides that general obligation bonds must be paid in equal annual principal installment or installments that result in substantially level or declining debt service payments, mature within 40 years of issuance, and begin to amortize not more than one year after the issuance of such bonds. General obligation housing bonds must be paid within 50 years of issuance, with principal commencing no more than three years after issuance. The Debt Reform Act limits the maximum term of State-supported bonds to thirty years. Under the State Constitution, the State may undertake short-term borrowings without voter approval. Long-term general obligation borrowing is prohibited unless authorized for a specified amount and purpose by the Legislature and approved by the voters.

In the State, general obligation debt is currently authorized for transportation, environment and housing purposes. The amount of general obligation bonds issued in the 2010-11 fiscal year (excluding refunding bonds) was approximately $500 million ($455 million for the prior year), and as of May 6, 2011, the total amount of general obligation debt outstanding was $3.5 billion ($3.3 billion for the prior year).

The DOB projects that approximately $460 million in general obligation bonds will be issued in 2011-12.

Lease-Purchase and Contractual Obligation Financings and Personal Income Tax Revenue Bonds

The State utilizes certain long-term financing mechanisms, lease-purchase and contractual-obligation financings which involve obligations of public authorities or municipalities where debt service is payable by the State, but which are not general obligations of the State. Under these financing arrangements, certain public authorities and municipalities have issued obligations to finance certain payments to local governments, various capital programs, including those which finance the State’s highway and bridge program, SUNY and CUNY educational facilities, health and mental hygiene facilities, prison construction and rehabilitation, economic development projects, State buildings and housing programs, and equipment acquisitions, and expect to meet their debt service requirements through the receipt of rental or other contractual payments made by the State.

Debt service payable to certain public authorities from State appropriations for such lease-purchase and contractual obligation financings may be paid from general resources of the State or from dedicated tax and other sources (e.g., State personal income taxes, motor vehicle and motor fuel related-taxes, dormitory facility rentals, and patient charges). Although these financing arrangements involve a contractual agreement by the State to make payments to a public authority, municipality or other entity, the State’s obligation to make such payments is generally expressly made subject to appropriation by the Legislature and the actual availability of money to the State for making the payments.

Under legislation enacted for the 2010-11 fiscal year, the State is authorized to set aside monies in reserve for debt service on general obligation, lease-purchase, and service contract bonds. Pursuant to a certificate filed by the Director of the Budget with the State Comptroller, the Comptroller is required to transfer from the General Fund such reserved amounts on a quarterly basis in advance of required debt service payment dates. The state continues to reserve money on a quarterly basis for debt service payments that are financed with General Fund resources. Money to pay debt service on bonds secured by dedicated receipts, including Personal Income Tax (“PIT”) Revenue Bonds, continues to be set aside as required by law and covenants.

The State also issues PIT Revenue Bonds through authorized issuers of the State that are used as the primary financing vehicle to fund various capital programs. State PIT Revenue Bonds have been issued to support programs related to six general purposes: Education, Economic Development and Housing, Environment, State Facilities and Equipment, Transportation and Health and Mental Hygiene. In 2009, pursuant to State law, State PIT Revenue Bonds began to be issued under new General Purpose resolutions that permitted the issuance of bonds on a consolidated basis for all purposes. This enhanced flexibility has improved the marketability of the State PIT Revenue Bonds, particularly in the taxable market where State PIT Revenue Bonds have been issued as Build America Bonds. The State expects to continue to use the General Purpose approach for future issuances of State PIT Revenue Bonds, except for Transportation. According to the AIS, as of March 31, 2011, approximately $21 billion of State PIT Revenue Bonds were outstanding. In addition, legislation that temporarily authorizes the use of State PIT Revenue Bonds to finance the State’s Mental Health Facilities Improvement Revenue bond program has been extended through fiscal year 2013. This has enabled the State to take advantage of the lower interest rates typically paid on State PIT Revenue Bonds as compared to the State’s Mental Health Facilities Improvement Revenue Bonds.

revenues from other non-State resources pledged or otherwise available, to pay the debt service on bonds. According to the AIS, the State has never been required to make any payments under this financing arrangement, but the bankruptcy of certain hospitals in the secured hospitals program may require the State to make payments in the future. Pursuant to specific constitutional authorization, the State may also directly guarantee certain public authority obligations. The only current authorization provides for a State guarantee of repayment of certain borrowings for designated projects of the New York State Job Development Authority (“JDA”). As of March 31, 2011, JDA had approximately $23 million of bonds outstanding. According to the AIS, the State has never been called upon, and does not anticipate being called upon in the 2011-12 fiscal year, to make any payments pursuant to the State guarantee.

Net Variable Rate Obligations and Interest Rate Exchange Agreements

Issuers of State-supported debt are also authorized to issue limited amounts of variable rate debt instruments and enter into a limited amount of interest rate exchange agreements. The current limit on debt instruments which result in a net variable rate exposure (i.e. both variable rate debt and interest rate exchange agreements) is no more than 15 percent of total outstanding state-supported debt. Interest rate exchange agreements are also limited to a total notional amount of no more than 15 percent of total outstanding state-supported debt. The outstanding state-supported debt of $51.6 billion as of March 31, 2011 results in a cap on variable rate exposure and a cap on interest rate exchange agreements of about $8 billion each (15 percent of total outstanding state-supported debt). According to the AIS, as of March 31, 2011, both the amount of outstanding variable rate debt instruments and interest rate exchange agreements are significantly less than the authorized totals of 15 percent of total outstanding State-supported debt.

Debt Reduction and Debt Reform Cap

The Debt Reform Act imposes phased-in caps on new debt outstanding and new debt service costs, limits the use of debt to capital works and purposes only, and establishes a maximum term of 30 years on such debt. The cap on new State-supported debt outstanding began at 0.75 percent of personal income in 2000-01 and is fully phased-in at 4 percent of personal income in 2010-11. The cap on new State-supported debt service costs began at 0.75 percent of total governmental funds receipts in 2000-01 and will increase until it is fully phased in at 5 percent in 2013-14. Pursuant to the provisions of the Debt Reform Act, the most recent annual calculation of the limitations imposed by the Debt Reform Act was reported in the Financial Plan Update most proximate to October 31, 2009. The State reported that it was in compliance with both debt caps, with debt issued after March 31, 2000 and outstanding at March 31, 2011 projected to be at 3.5 percent of personal income and debt service on such debt at 2.4 percent of total governmental receipts, compared to the caps of 4 and 5 percent, respectively.. Current projections estimate that debt outstanding and debt service costs will continue to remain below the limits imposed by the Act throughout the next several years. However, the State has entered into a period of significantly declining debt capacity. Available room under the cap, in regards to debt outstanding is expected to decline from 5 billion in 2011-12 to $1.1 billion in 2013-14, a decrease of $3.9 billion.

Conclusion

The fiscal stability of New York State is related to the fiscal stability of the State’s municipalities, its agencies and public authorities. This is due in part to the fact that agencies, authorities and local governments in financial trouble often seek State financial assistance. Public authorities are the State’s public benefit corporations, created pursuant to State law. These authorities have various responsibilities, including those that finance, construct and/or operate revenue-producing public facilities. Authorities are not subject to the constitutional restrictions on the incurrence of debt that apply to the State itself, and may issue bonds and notes within the amounts and restrictions set forth in their legislative authorization. The State’s access to public credit markets could be impaired and the market price of its outstanding debt may be materially and adversely affected if certain of its public authorities were to default on their respective obligations, particularly those using State-supported and State-related debt. As of December 31, 2010, the aggregate outstanding debt, including refunding bonds, of these public authorities was approximately $161 billion, only a portion of what constitutes State-supported or State-related debt. The State has numerous public authorities with various responsibilities, including those which finance, construct and/or operate revenue-producing public facilities. Public authorities generally pay their operating expenses and debt service costs from revenues generated by the projects they finance or operate, such as tolls charged for the use of highways, bridges or tunnels, charges for public power, electric and gas utility services, rentals charged for housing units, and charges for occupancy at medical care facilities. In addition, State legislation authorizes several financing techniques for public authorities. Also, there are statutory arrangements providing for State local assistance payments otherwise payable to localities, to be made under certain circumstances directly to the authorities. Although the State has no obligation to provide additional assistance to localities whose local assistance payments have been paid to authorities under these arrangements, if local assistance payments are diverted the affected localities could seek additional State assistance. Some authorities also receive monies from State appropriations to pay for the operating costs of certain of their programs.

According to the AIS, the fiscal demands on the State may be affected by the fiscal condition of New York City and other localities. New York City relies in part on State aid to balance its budget and meet its cash requirements. Certain other localities outside New York City have experienced financial problems and have requested and received additional State assistance during the last several State fiscal years. Ultimately, localities or any of their respective public authorities may suffer from serious financial difficulties that could jeopardize local access to the public credit markets, which may adversely affect the marketability of notes and bonds issued by localities within the State.

The State is also a party to various legal proceedings and claims, some of which include potential monetary claims that the State deems to be material (generally in excess of $100 million or involving significant challenges to or impacts on the state’s financial policies or practices). Such proceedings and claims could adversely affect the State’s finances in the 2011-12 fiscal year or thereafter.

INFLATION-PROTECTED OBLIGATIONS

The TIPS ETF invests almost exclusively in inflation-protected public obligations of the U.S. Treasury, commonly known as “TIPS.” The SPDR DB International Government Inflation-Protected Bond ETF invests almost exclusively in inflation-protected public obligations of major governments and emerging market countries, excluding the United States, also commonly known as “TIPS.” TIPS are a type of security issued by a government that are designed to provide inflation protection to investors. TIPS are income-generating instruments whose interest and principal payments are adjusted for inflation — a sustained increase in prices that erodes the purchasing power of money. The inflation adjustment, which is typically applied monthly to the principal of the bond, follows a designated inflation index, such as the Consumer Price Index. A fixed coupon rate is applied to the inflation-adjusted principal so that as inflation rises or falls, both the principal value and the interest payments will increase or decrease. This can provide investors with a hedge against inflation, as it helps preserve the purchasing power of an investment. Because of this inflation adjustment feature, inflation-protected bonds typically have lower yields than conventional fixed-rate bonds.

MORTGAGE PASS-THROUGH SECURITIES

The Aggregate Bond ETF and Mortgage Backed Bond ETF may each invest a substantial portion of its assets in U.S. agency mortgage pass-through securities. The term “U.S. agency mortgage pass-through security” refers to a category of pass-through securities backed by pools of mortgages and issued by one of several U.S. government-sponsored enterprises: the GNMA, FNMA or FHLMC. In the basic mortgage pass-through structure, mortgages with similar issuer, term and coupon characteristics are collected and aggregated into a “pool” consisting of multiple mortgage loans. The pool is assigned a CUSIP number and undivided interests in the pool are traded and sold as pass-through securities. The holder of the security is entitled to a pro rata share of principal and interest payments (including unscheduled prepayments) from the pool of mortgage loans.

An investment in a specific pool of pass-through securities requires an analysis of the specific prepayment risk of mortgages within the covered pool (since mortgagors typically have the option to prepay their loans). The level of prepayments on a pool of mortgage securities is difficult to predict and can impact the subsequent cash flows and value of the mortgage pool. In addition, when trading specific mortgage pools, precise execution, delivery and settlement arrangements must be negotiated for each transaction. These factors combine to make trading in mortgage pools somewhat cumbersome.

For the foregoing and other reasons, the Aggregate Bond ETF and Mortgage Backed Bond ETF seek to obtain exposure to U.S. agency mortgage pass-through securities primarily through the use of “to-be-announced” or “TBA transactions.” “TBA” refers to a commonly used mechanism for the forward settlement of U.S. agency mortgage pass-through securities, and not to a separate type of mortgage-backed security. Most transactions in mortgage pass-through securities occur through the use of TBA transactions. TBA transactions generally are conducted in accordance with widely-accepted guidelines which establish commonly observed terms and conditions for execution, settlement and delivery. In a TBA transaction, the buyer and seller decide on general trade parameters, such as agency, settlement date, par amount, and price. The actual pools delivered generally are determined two days prior to settlement date. Each Fund intends to use TBA transactions in several ways. For example, each Fund expects that it will regularly enter into TBA agreements and “roll over” such agreements prior to the settlement date stipulated in such agreements. This type of TBA transaction is sometimes known as a “TBA roll.” In a “TBA roll” a Fund generally will sell the obligation to purchase the pools stipulated in the TBA agreement prior to the stipulated settlement date and will enter into a new TBA agreement for future delivery of pools of mortgage pass-through securities. In addition, a Fund may enter into TBA agreements and settle such transactions on the stipulated settlement date by accepting actual receipt or delivery of the pools of mortgage pass-through securities stipulated in the TBA agreement.

Default by or bankruptcy of a counterparty to a TBA transaction would expose a Fund to possible loss because of adverse market action, expenses or delays in connection with the purchase or sale of the pools of mortgage pass-through securities specified in the TBA transaction. To minimize this risk, a Fund will enter into TBA transactions only with established counterparties (such as major broker-dealers) and the Adviser will monitor the creditworthiness of such counterparties. In addition, a Fund may accept assignments of TBA transactions from Authorized Participants (as defined below) from time to time. A Fund’s use of “TBA rolls” may cause the Fund to experience higher portfolio turnover, higher transaction costs and to pay higher capital gain distributions to shareholders (which may be taxable) than the other Funds described herein.

The Aggregate Bond ETF and Mortgage Backed Bond ETF intend to invest cash pending settlement of any TBA transactions in money market instruments, repurchase agreements, commercial paper (including asset-backed commercial paper) or other high-quality, liquid short-term instruments, which may include money market funds affiliated with the Adviser.

ASSET-BACKED AND COMMERCIAL MORTGAGE-BACKED SECURITIES

The Aggregate Bond ETF and Mortgage Backed Bond ETF may invest in asset-backed and commercial mortgaged-backed securities. Asset-backed securities are securities backed by installment contracts, credit-card receivables or other assets. Commercial mortgage-backed securities are securities backed by commercial real estate properties. Both asset-backed and commercial mortgage-backed securities represent interests in “pools” of assets in which payments of both interest and principal on the securities are made on a regular basis. The payments are, in effect, “passed through” to the holder of the securities (net of any fees paid to the issuer or guarantor of the securities). The average life of asset-backed and commercial mortgage-backed securities varies with the maturities of the underlying instruments and, as a result of prepayments, can often be less than the original maturity of the assets underlying the securities. For this and other reasons, an asset-backed and commercial mortgage-backed security’s stated maturity may be shortened, and the security’s total return may be difficult to predict precisely.

FOREIGN CURRENCY TRANSACTIONS

The International Treasury Bond ETFs, SPDR Barclays Capital International Corporate Bond ETF, SPDR DB International Government Inflation-Protected Bond ETF, SPDR Barclays Capital Emerging Markets Local Bond ETF and SDPR Global Dow ETF may conduct foreign currency transactions on a spot (i.e., cash) or forward basis (i.e., by entering into forward contracts to purchase or sell foreign currencies). Although foreign exchange dealers generally do not charge a fee for such conversions, they do realize a profit based on the difference between the prices at which they are buying and selling various currencies. Thus, a dealer may offer to sell a foreign currency at one rate, while offering a lesser rate of exchange should the counterparty desire to resell that currency to the dealer. Forward contracts are customized transactions that require a specific amount of a currency to be delivered at a specific exchange rate on a specific date or range of dates in the future although the Fund may also enter into non-deliverable currency forward contracts (“NDFs”) that contractually require the netting of the parties’ liabilities. Forwards, including NDFs, can have substantial price volatility. Forward contracts are generally traded in an interbank market directly between currency traders (usually large commercial banks) and their customers. The parties to a forward contract may agree to offset or terminate the contract before its maturity, or may hold the contract to maturity and complete the contemplated currency exchange. At the discretion of the Adviser, the Funds may enter into forward currency exchange contracts for hedging purposes to help reduce the risks and volatility caused by changes in foreign currency exchange rates, or to gain exposure to certain currencies in an effort to track the composition if the applicable Index. When used for hedging purposes, they tend to limit any potential gain that may be realized if the value of the Fund’s foreign holdings increases because of currency fluctuations.

BUILD AMERICA BONDS

The SPDR Nuveen Barclays Capital Build America Bond ETF invests a substantial portion of its assets in Build America Bonds. Build America Bonds offer an alternative form of financing to state and local governments whose primary means for accessing the capital markets has historically been through the issuance of tax-free municipal bonds. The Build America Bond program allows state and local governments to issue taxable bonds for capital projects and to receive a direct federal subsidy payment from the Treasury Department for a portion of their borrowing costs. There are two general types of Build America Bonds. The first type of Build America Bond provides a Federal subsidy through Federal tax credits to investors in the bonds in an amount equal to 35 percent of the total coupon interest payable by the issuer on taxable governmental bonds (net of the tax credit), which represents a Federal subsidy to the state or local governmental issuer equal to approximately 25 percent of the total return to the investor (including the coupon interest paid by the issuer and the tax credit). The second type of Build America Bond provides a Federal subsidy through a refundable tax credit paid to state or local governmental issuers by the Treasury Department and the IRS in an amount equal to 35 percent (or 45 percent in the case of Recovery Zone Economic Development Bonds) of the total coupon interest payable to investors in these taxable bonds.

Issuance of Build America Bonds ceased on December 31, 2010. The Build America Bonds outstanding continue to be eligible for the federal interest rate subsidy, which continues for the life of the Build America Bonds; however, no bonds issued following expiration of the Build America Bond program are eligible for the federal tax subsidy.

LENDING PORTFOLIO SECURITIES

Each Fund may lend portfolio securities to certain creditworthy borrowers in an amount not to exceed one third (33 1/3%) of the value of its total assets. The borrowers provide collateral that is marked to market daily in an amount at least equal to the current market value of the securities loaned. A Fund may terminate a loan at any time and obtain the securities loaned. A Fund receives the value of any interest or cash or non-cash distributions paid on the loaned securities.A Fund cannot vote proxies for securities on loan, but may call loans to vote proxies if a material issue affecting the Fund’s economic interest in the investment is to be voted upon. Distributions received on loaned securities in lieu of dividend payments (i.e., substitute payments) would not be considered qualified dividend income.

With respect to loans that are collateralized by cash, the borrower will be entitled to receive a fee based on the amount of cash collateral. A Fund is compensated by the difference between the amount earned on the reinvestment of cash collateral and the fee paid to the borrower. In the case of collateral other than cash, a Fund is compensated by a fee paid by the borrower equal to a percentage of the market value of the loaned securities. Any cash collateral may be reinvested in certain short-term instruments either directly on behalf of the lending Fund or through one or more joint accounts or money market funds, which may include those managed by the Adviser.

accordance with guidelines approved by the Board. In such capacity, the lending agent causes the delivery of loaned securities from a Fund to borrowers, arranges for the return of loaned securities to the Fund at the termination of a loan, requests deposit of collateral, monitors the daily value of the loaned securities and collateral, requests that borrowers add to the collateral when required by the loan agreements, and provides recordkeeping and accounting services necessary for the operation of the program. State Street Bank and Trust Company (“State Street”), an affiliate of the Trust, has been approved by the Board to serve as securities lending agent for each Fund and the Trust has entered into an agreement with State Street for such services. Among other matters, the Trust has agreed to indemnify State Street for certain liabilities. State Street has received an order of exemption from the Securities and Exchange Commission (“SEC”) under Sections 17(a) and 12(d)(1) under the 1940 Act to serve as the lending agent for affiliated investment companies such as the Trust and to invest the cash collateral received from loan transactions to be invested in an affiliated cash collateral fund.

Securities lending involves exposure to certain risks, including operational risk (i.e., the risk of losses resulting from problems in the settlement and accounting process), “gap” risk (i.e., the risk of a mismatch between the return on cash collateral reinvestments and the fees a Fund has agreed to pay a borrower), and credit, legal, counterparty and market risk. Although State Street has agreed to provide the Funds with indemnification in the event of a borrower default, the Funds are still exposed to the risk of losses in the event a borrower does not return a Fund’s securities as agreed. For example, delays in recovery of lent securities may cause a Fund to lose the opportunity to sell the securities at a desirable price.

LEVERAGING

While the Funds do not anticipate doing so, each Fund may borrow money in an amount greater than 5% of the value of their respective total assets. However, a Fund may not borrow money in an amount greater than 33 1/3% of the value of the Fund’s total assets. Borrowing for investment purposes is one form of leverage. Leveraging investments, by purchasing securities with borrowed money, is a speculative technique that increases investment risk, but also increases investment opportunity. Because substantially all of each Fund’s assets will fluctuate in value, whereas the interest obligations on borrowings may be fixed, the NAV of a Fund will increase more when such Fund’s portfolio assets increase in value and decrease more when the Fund’s portfolio assets decrease in value than would otherwise be the case. Moreover, interest costs on borrowings may fluctuate with changing market rates of interest and may partially offset or exceed the returns on the borrowed funds.

REPURCHASE AGREEMENTS

Each Fund may invest in repurchase agreements with commercial banks, brokers or dealers to generate income from its excess cash balances and to invest securities lending cash collateral. A repurchase agreement is an agreement under which a Fund acquires a financial instrument (e.g., a security issued by the U.S. government or an agency thereof, a banker’s acceptance or a certificate of deposit) from a seller, subject to resale to the seller at an agreed upon price and date (normally, the next Business Day — as defined below). A repurchase agreement may be considered a loan collateralized by securities. The resale price reflects an agreed upon interest rate effective for the period the instrument is held by a Fund and is unrelated to the interest rate on the underlying instrument.

In these repurchase agreement transactions, the securities acquired by a Fund (including accrued interest earned thereon) must have a total value in excess of the value of the repurchase agreement and are held by the Custodian until repurchased. No more than an aggregate of 15% of a Fund’s net assets will be invested in illiquid securities, including repurchase agreements having maturities longer than seven days and securities subject to legal or contractual restrictions on resale, or for which there are no readily available market quotations.

The use of repurchase agreements involves certain risks. For example, if the other party to the agreement defaults on its obligation to repurchase the underlying security at a time when the value of the security has declined, a Fund may incur a loss upon disposition of the security. If the other party to the agreement becomes insolvent and subject to liquidation or reorganization under the U.S. Bankruptcy Code or other laws, a court may determine that the underlying security is collateral for a loan by a Fund not within the control of the Fund and, therefore, the Fund may not be able to substantiate its interest in the underlying security and may be deemed an unsecured creditor of the other party to the agreement.

REVERSE REPURCHASE AGREEMENTS

Each Fund may enter into reverse repurchase agreements, which involve the sale of securities with an agreement to repurchase the securities at an agreed-upon price, date and interest payment and have the characteristics of borrowing. The securities purchased with the funds obtained from the agreement and securities collateralizing the agreement will have maturity dates no later than the

repayment date. Generally the effect of such transactions is that a Fund can recover all or most of the cash invested in the portfolio securities involved during the term of the reverse repurchase agreement, while in many cases a Fund is able to keep some of the interest income associated with those securities. Such transactions are only advantageous if a Fund has an opportunity to earn a greater rate of interest on the cash derived from these transactions than the interest cost of obtaining the same amount of cash. Opportunities to realize earnings from the use of the proceeds equal to or greater than the interest required to be paid may not always be available and a Fund intends to use the reverse repurchase technique only when the Adviser believes it will be advantageous to the Fund. The use of reverse repurchase agreements may exaggerate any interim increase or decrease in the value of a Fund’s assets. A Fund’s exposure to reverse repurchase agreements will be covered by securities having a value equal to or greater than such commitments. Under the 1940 Act, reverse repurchase agreements are considered borrowings. Although there is no limit on the percentage of fund assets that can be used in connection with repurchase agreements, the Funds do not expect to engage, under normal circumstances, in reverse repurchase agreements with respect to more than 33 1/3% of their respective total assets.

COMMERCIAL PAPER

Each Fund may invest in commercial paper as described in the Prospectus. Commercial paper consists of short-term, promissory notes issued by banks, corporations and other entities to finance short-term credit needs. These securities generally are discounted but sometimes may be interest bearing.

OTHER SHORT-TERM INSTRUMENTS

In addition to repurchase agreements, each Fund may invest in short-term instruments, including money market instruments, (including money market funds advised by the Adviser), repurchase agreements, cash and cash equivalents, on an ongoing basis to provide liquidity or for other reasons. Money market instruments are generally short-term investments that may include but are not limited to: (i) shares of money market funds (including those advised by the Adviser); (ii) obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities (including government-sponsored enterprises); (iii) negotiable certificates of deposit (“CDs”), bankers’ acceptances, fixed time deposits and other obligations of U.S. and foreign banks (including foreign branches) and similar institutions; (iv) commercial paper rated at the date of purchase “Prime-1” by Moody’s or “A-1” by S&P, or if unrated, of comparable quality as determined by the Adviser; (v) non-convertible corporate debt securities (e.g., bonds and debentures) with remaining maturities at the date of purchase of not more than 397 days and that satisfy the rating requirements set forth in Rule 2a-7 under the 1940 Act; and (vi) short-term U.S. dollar-denominated obligations of foreign banks (including U.S. branches) that, in the opinion of the Adviser, are of comparable quality to obligations of U.S. banks which may be purchased by a Fund. Any of these instruments may be purchased on a current or a forward-settled basis. Money market instruments also include shares of money market funds. Time deposits are non-negotiable deposits maintained in banking institutions for specified periods of time at stated interest rates. Bankers’ acceptances are time drafts drawn on commercial banks by borrowers, usually in connection with international transactions.

INVESTMENT COMPANIES

Each Fund may invest in the securities of other investment companies, including money market funds, subject to applicable limitations under Section 12(d)(1) of the 1940 Act. Pursuant to Section 12(d)(1), a Fund may invest in the securities of another investment company (the “acquired company”) provided that the Fund, immediately after such purchase or acquisition, does not own in the aggregate: (i) more than 3% of the total outstanding voting stock of the acquired company; (ii) securities issued by the acquired company having an aggregate value in excess of 5% of the value of the total assets of the Fund; or (iii) securities issued by the acquired company and all other investment companies (other than Treasury stock of the Fund) having an aggregate value in excess of 10% of the value of the total assets of the Fund. To the extent allowed by law, regulation, each Fund’s investment restrictions and the Trust’s exemptive relief, a Fund may invest its assets in securities of investment companies that are money market funds, including those advised by the Adviser or otherwise affiliated with the Adviser, in excess of the limits discussed above.

If a Fund invests in and, thus, is a shareholder of, another investment company, the Fund’s shareholders will indirectly bear the Fund’s proportionate share of the fees and expenses paid by such other investment company, including advisory fees, in addition to both the management fees payable directly by the Fund to the Fund’s own investment adviser and the other expenses that the Fund bears directly in connection with the Fund’s own operations.

U.S. REGISTERED SECURITIES OF FOREIGN ISSUERS

The SPDR Global Dow ETF may purchase publicly traded common stocks of foreign corporations, the Preferred Stock ETF and Convertible Securities ETF may invest in U.S. registered, dollar-denominated preferred securities of foreign issuers, and Aggregate Bond ETF, High Yield Bond ETF, International Treasury Bond ETFs, Corporate Bond ETFs, International Corporate Bond ETF, SPDR Barclays Capital Emerging Markets Local Bond ETF and SPDR DB International Government Inflation-Protected Bond ETF may invest in U.S. registered, dollar-denominated bonds of foreign corporations, governments, agencies and supra-national entities.

Investing in U.S. registered, dollar-denominated, securities issued by non-U.S. issuers involves some risks and considerations not typically associated with investing in U.S. companies. These include differences in accounting, auditing and financial reporting standards, the possibility of expropriation or confiscatory taxation, adverse changes in investment or exchange control regulations, political instability which could affect U.S. investments in foreign countries, and potential restrictions of the flow of international capital. Foreign companies may be subject to less governmental regulation than U.S. issuers. Moreover, individual foreign economies may differ favorably or unfavorably from the U.S. economy in such respects as growth of gross domestic product, rate of inflation, capital reinvestment, resource self-sufficiency and balance of payment positions.

The SPDR Global Dow ETF’s and Preferred Stock ETF’s investment in common stock of foreign corporations may also be in the form of American Depositary Receipts (“ADRs”), Global Depositary Receipts (“GDRs”) and European Depositary Receipts (“EDRs”) (collectively “Depositary Receipts”). Depositary Receipts are receipts, typically issued by a bank or trust company, which evidence ownership of underlying securities issued by a foreign corporation. For ADRs, the depository is typically a U.S. financial institution and the underlying securities are issued by a foreign issuer. For other Depositary Receipts, the depository may be a foreign or a U.S. entity, and the underlying securities may have a foreign or a U.S. issuer. Depositary Receipts will not necessarily be denominated in the same currency as their underlying securities. Generally, ADRs, in registered form, are designed for use in the U.S. securities market, and EDRs, in bearer form, are designated for use in European securities markets. GDRs are tradable both in the United States and in Europe and are designed for use throughout the world. The Fund may invest in unsponsored Depositary Receipts. The issuers of unsponsored Depositary Receipts are not obligated to disclose material information in the United States, and, therefore, there may be less information available regarding such issuers and there may not be a correlation between such information and the market value of the Depositary Receipts.

FUTURES CONTRACTS, OPTIONS AND SWAP AGREEMENTS

Each Fund may invest up to 20% of its assets in derivatives, including exchange-traded futures and options contracts and swap agreements (including credit default swaps). A Fund will segregate cash and/or appropriate liquid assets if required to do so by SEC or Commodity Futures Trading Commission (“CFTC”) regulation or interpretation.

Futures contracts generally provide for the future sale by one party and purchase by another party of a specified commodity or security at a specified future time and at a specified price. Index futures contracts are settled daily with a payment by one party to the other of a cash amount based on the difference between the level of the index specified in the contract from one day to the next. Futures contracts are standardized as to maturity date and underlying instrument and are traded on futures exchanges.

A Fund is required to make a good faith margin deposit in cash or U.S. government securities with a broker or custodian to initiate and maintain open positions in futures contracts. A margin deposit is intended to assure completion of the contract (delivery or acceptance of the underlying commodity or payment of the cash settlement amount) if it is not terminated prior to the specified delivery date. Brokers may establish deposit requirements which are higher than the exchange minimums. Futures contracts are customarily purchased and sold on margin deposits which may range upward from less than 5% of the value of the contract being traded.

After a futures contract position is opened, the value of the contract is marked to market daily. If the futures contract price changes to the extent that the margin on deposit does not satisfy margin requirements, payment of additional “variation” margin will be required. Conversely, change in the contract value may reduce the required margin, resulting in a repayment of excess margin to the contract holder. Variation margin payments are made to and from the futures broker for as long as the contract remains open. In such case, a Fund would expect to earn interest income on its margin deposits. Closing out an open futures position is done by taking an opposite position (“buying” a contract which has previously been “sold,” or “selling” a contract previously “purchased”) in an identical contract to terminate the position. Brokerage commissions are incurred when a futures contract position is opened or closed.

A Fund may purchase and sell put and call options. Such options may relate to particular securities and may or may not be listed on a national securities exchange and issued by the Options Clearing Corporation. Options trading is a highly specialized activity that entails greater than ordinary investment risk. Options on particular securities may be more volatile than the underlying securities, and

therefore, on a percentage basis, an investment in options may be subject to greater fluctuation than an investment in the underlying securities themselves.

Each Fund intends to use futures and options in accordance with Rule 4.5 of the Commodity Exchange Act (“CEA”). A Fund may use exchange-traded futures and options, together with positions in cash and money market instruments, to simulate full investment in its underlying Index. Exchange-traded futures and options contracts are not currently available of the Indexes. Under such circumstances, the Adviser may seek to utilize other instruments that it believes to be correlated to the applicable Index components or a subset of the components. The Trust, on behalf of the Funds, has filed a notice of eligibility for exclusion from the definition of the term “commodity pool operator” in accordance with Rule 4.5 so that the Funds are not subject to registration or regulation as a commodity pool operator under the CEA.

Restrictions on the Use of Futures and Options. In connection with its management of the Funds, the Adviser has claimed an exclusion from registration as a commodity trading advisor under the CEA and, therefore, is not subject to the registration and regulatory requirements of the CEA. Each Fund reserves the right to engage in transactions involving futures and options thereon to the extent allowed by the CFTC regulations in effect from time to time and in accordance with a Fund’s policies. Each Fund would take steps to prevent its futures positions from “leveraging” its securities holdings. When it has a long futures position, it will maintain with its custodian bank, cash or equivalents. When it has a short futures position, it will maintain with its custodian bank assets substantially identical to those underlying the contract or cash and equivalents (or a combination of the foregoing) having a value equal to the net obligation of a Fund under the contract (less the value of any margin deposits in connection with the position).

Swap Agreements. Each Fund may enter into swap agreements; including interest rate, index, and total return swap agreements. Swap agreements are contracts between parties in which one party agrees to make periodic payments to the other party based on the change in market value or level of a specified rate, index or asset. In return, the other party agrees to make payments to the first party based on the return of a different specified rate, index or asset. Swap agreements will usually be done on a net basis, i.e., where the two parties make net payments with a Fund receiving or paying, as the case may be, only the net amount of the two payments. The net amount of the excess, if any, of a Fund’s obligations over its entitlements with respect to each swap is accrued on a daily basis and an amount of cash or equivalents having an aggregate value at least equal to the accrued excess is maintained by the Fund.

In the case of a credit default swap (“CDS”), the contract gives one party (the buyer) the right to recoup the economic value of a decline in the value of debt securities of the reference issuer if the credit event (a downgrade or default) occurs. This value is obtained by delivering a debt security of the reference issuer to the party in return for a previously agreed payment from the other party (frequently, the par value of the debt security). As the seller of a CDS contract, a Fund would be required to pay the par (or other agreed upon) value of a referenced debt obligation to the counterparty in the event of a default or other credit event by the reference issuer, such as a U.S. or foreign corporate issuer, with respect to debt obligations. In return, the Fund would receive from the counterparty a periodic stream of payments over the term of the contract provided that no event of default has occurred. If no default occurs, a Fund would keep the stream of payments and would have no payment obligations. As the seller, the Fund would be subject to investment exposure on the notional amount of the swap.

CDSs may require initial premium (discount) payments as well as periodic payments (receipts) related to the interest leg of the swap or to the default of a reference obligation. A Fund will segregate assets necessary to meet any accrued payment obligations when it is the buyer of CDS. In cases where a Fund is a seller of a CDS, if the CDS is physically settled, the Fund will be required to segregate the full notional amount of the CDS. Such segregation will not limit the Fund’s exposure to loss.

CDS agreements involve greater risks than if a Fund had invested in the reference obligation directly since, in addition to general market risks, illiquidity risk associated with a particular issuer, and credit risk, each of which will be similar in either case, CDSs are subject to the risk of illiquidity within the CDS market on the whole, as well as counterparty risk. A Fund will enter into CDS agreements only with counterparties that meet certain standards of creditworthiness. A Fund will only enter into CDSs for purposes of better tracking the performance of its Index.

FUTURE DEVELOPMENTS

A Fund may take advantage of opportunities in the area of options and futures contracts, options on futures contracts, warrants, swaps and any other investments which are not presently contemplated for use by the Fund or which are not currently available but which may be developed, to the extent such opportunities are both consistent with the Fund’s investment objective and legally permissible for the Fund. Before entering into such transactions or making any such investment, a Fund will provide appropriate disclosure.

REAL ESTATE INVESTMENT TRUSTS (“REITs”)

The SPDR Dow Jones REIT ETF will invest a substantial portion of its assets in REITs and the other Equity ETFs may invest a portion of their assets in REITs. REITs pool investor’s funds for investment primarily in income producing real estate or real estate loans or interests. A REIT is not taxed on income distributed to shareholders if it complies with several requirements relating to its organization, ownership, assets, and income and a requirement that it distribute to its shareholders at least 90% of its taxable income (other than net capital gains) for each taxable year. REITs can generally be classified as Equity REITs, Mortgage REITs and Hybrid REITs. Equity REITs, which invest the majority of their assets directly in real property, derive their income primarily from rents. Equity REITs can also realize capital gains by selling properties that have appreciated in value. Mortgage REITs, which invest the majority of their assets in real estate mortgages, derive their income primarily from interest payments. Hybrid REITs combine the characteristics of both Equity REITs and Mortgage REITs. The Fund will not invest in real estate directly, but only in securities issued by real estate companies. However, the Fund may be subject to risks similar to those associated with the direct ownership of real estate (in addition to securities markets risks) because of its policy of concentration in the securities of companies in the real estate industry. These include declines in the value of real estate, risks related to general and local economic conditions, dependency on management skill, heavy cash flow dependency, possible lack of availability of mortgage funds, overbuilding, extended vacancies of properties, increased competition, increases in property taxes and operating expenses, changes in zoning laws, losses due to costs resulting from the clean-up of environmental problems, liability to third parties for damages resulting from environmental problems, casualty or condemnation losses, limitations on rents, changes in neighborhood values, the appeal of properties to tenants and changes in interest rates. Investments in REITs may subject Fund shareholders to duplicate management and administrative fees.

In addition to these risks, Equity REITs may be affected by changes in the value of the underlying property owned by the trusts, while Mortgage REITs may be affected by the quality of any credit extended. Further, Equity and Mortgage REITs are dependent upon management skills and generally may not be diversified. Equity and Mortgage REITs are also subject to heavy cash flow dependency, defaults by borrowers and self-liquidation. In addition, Equity and Mortgage REITs could possibly fail to qualify for the beneficial tax treatment available to REITs under the Internal Revenue Code of 1986, as amended (the “Internal Revenue “Code”), or to maintain their exemptions from registration under the 1940 Act. The above factors may also adversely affect a borrower’s or a lessee’s ability to meet its obligations to the REIT. In the event of a default by a borrower or lessee, the REIT may experience delays in enforcing its rights as a mortgagee or lessor and may incur substantial costs associated with protecting investments.

RATINGS

An investment grade rating means the security or issuer is rated investment grade by Moody’s Investors Service (“Moody’s”), Standard & Poor’s (“S&P”), Fitch, Inc., Dominion Bond Rating Service Limited, or another credit rating agency designated as a nationally recognized statistical rating organization by the SEC, or is unrated but considered to be of equivalent quality by the Adviser or applicable Sub-Adviser.

Subsequent to purchase by a Fund, a rated security may cease to be rated or its investment grade rating may be reduced below an investment grade rating. Bonds rated lower than Baa3 by Moody’s or BBB- by S&P are below investment grade quality and are obligations of issuers that are considered predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal according to the terms of the obligation and, therefore, carry greater investment risk, including the possibility of issuer default and bankruptcy and increased market price volatility. Such securities (“lower rated securities”) are commonly referred to as “junk bonds” and are subject to a substantial degree of credit risk. Lower rated securities are often issued by smaller, less creditworthy companies or by highly leveraged (indebted) firms, which are generally less able than more financially stable firms to make scheduled payments of interest and principal. The risks posed by securities issued under such circumstances are substantial. Bonds rated below investment grade tend to be less marketable than higher-quality bonds because the market for them is less broad. The market for unrated bonds is even narrower. See “HIGH YIELD SECURITIES” above for more information relating to the risks associated with investing in lower rated securities.

SPECIAL CONSIDERATIONS AND RISKS

A discussion of the risks associated with an investment in each Fund is contained in the Prospectus. The discussion below supplements, and should be read in conjunction with, the Prospectus.

GENERAL

Investment in a Fund should be made with an understanding that the value of the Fund’s portfolio securities may fluctuate in accordance with changes in the financial condition of the issuers of the portfolio securities, the value of securities generally and other factors.

An investment in a Fund should also be made with an understanding of the risks inherent in an investment in securities, including the risk that the financial condition of issuers may become impaired or that the general condition of the securities markets may deteriorate (either of which may cause a decrease in the value of the portfolio securities and thus in the value of Shares). Securities are susceptible to general market fluctuations and to volatile increases and decreases in value as market confidence in and perceptions of their issuers change. These investor perceptions are based on various and unpredictable factors including expectations regarding government, economic, monetary and fiscal policies, inflation and interest rates, economic expansion or contraction, and global or regional political, economic and banking crises.

Holders of common stocks incur more risk than holders of preferred stocks and debt obligations because common stockholders, as owners of the issuer, have generally inferior rights to receive payments from the issuer in comparison with the rights of creditors of, or holders of debt obligations or preferred stocks issued by, the issuer. Further, unlike debt securities which typically have a stated principal amount payable at maturity (whose value, however, will be subject to market fluctuations prior thereto), or preferred stocks which typically have a liquidation preference and which may have stated optional or mandatory redemption provisions, common stocks have neither a fixed principal amount nor a maturity. Common stock values are subject to market fluctuations as long as the common stock remains outstanding.

The principal trading market for some of the securities in an Index may be in the over-the-counter market. The existence of a liquid trading market for certain securities may depend on whether dealers will make a market in such securities. There can be no assurance that a market will be made or maintained or that any such market will be or remain liquid. The price at which securities may be sold and the value of a Fund’s Shares will be adversely affected if trading markets for the Fund’s portfolio securities are limited or absent or if bid/ask spreads are wide.

FUTURES AND OPTIONS TRANSACTIONS

Positions in futures contracts and options may be closed out only on an exchange which provides a secondary market for such financial instruments. However, there can be no assurance that a liquid secondary market will exist for any particular futures contract or option at any specific time. Thus, it may not be possible to close a futures or options position. In the event of adverse price movements, a Fund would continue to be required to make daily cash payments to maintain its required margin. In such situations, if the Fund has insufficient cash, it may have to sell portfolio securities to meet daily margin requirements at a time when it may be disadvantageous to do so. In addition, the applicable Fund may be required to make delivery of the instruments underlying futures contracts it has sold.

Each Fund will minimize the risk that it will be unable to close out a futures or options contract by only entering into futures and options for which there appears to be a liquid secondary market.

The risk of loss in trading futures contracts or uncovered call options in some strategies (e.g., selling uncovered index futures contracts) is potentially unlimited. The Funds do not plan to use futures and options contracts, when available, in this manner. The risk of a futures position may still be large as traditionally measured due to the low margin deposits required. In many cases, a relatively small price movement in a futures contract may result in immediate and substantial loss or gain to the investor relative to the size of a required margin deposit. The Funds, however, intend to utilize futures and options contracts in a manner designed to limit their risk exposure to that which is comparable to what they would have incurred through direct investment in securities.

Utilization of futures transactions by a Fund involves the risk of imperfect or even negative correlation to its benchmark Index if the index underlying the futures contracts differs from the benchmark Index. There is also the risk of loss by a Fund of margin deposits in the event of bankruptcy of a broker with whom the Fund has an open position in the futures contract or option.

Certain financial futures exchanges limit the amount of fluctuation permitted in futures contract prices during a single trading day. The daily limit establishes the maximum amount that the price of a futures contract may vary either up or down from the previous day’s settlement price at the end of a trading session. Once the daily limit has been reached in a particular type of contract, no trades may be made on that day at a price beyond that limit. The daily limit governs only price movement during a particular trading day and therefore does not limit potential losses, because the limit may prevent the liquidation of unfavorable positions. Futures contract prices have occasionally moved to the daily limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of futures positions and subjecting some futures traders to substantial losses.

RISKS OF SWAP AGREEMENTS

Swap agreements are subject to the risk that the swap counterparty will default on its obligations. If such a default occurs, a Fund will have contractual remedies pursuant to the agreements related to the transaction, but such remedies may be subject to bankruptcy and insolvency laws which could affect the Fund’s rights as a creditor.

The use of interest-rate and index swaps is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio security transactions. The use of a swap requires an understanding not only of the referenced asset, reference rate, or index but also of the swap itself, without the benefit of observing the performance of the swap under all possible market conditions. These transactions generally do not involve the delivery of securities or other underlying assets or principal.

The swaps market is largely unregulated. It is possible that developments in the swaps market, including potential government regulation, could adversely affect a Fund’s ability to terminate existing swap agreements or to realize amounts to be received under such agreements.

Because they are two party contracts that may be subject to contractual restrictions on transferability and termination and because they may have terms of greater than seven days, swap agreements may be considered to be illiquid and subject to a Fund’s limitation on investments in illiquid securities. To the extent that a swap is not liquid, it may not be possible to initiate a transaction or liquidate a position at an advantageous time or price, which may result in significant losses. Like most other investments, swap agreements are subject to the risk that the market value of the instrument will change in a way detrimental to a Fund’s interest.

If a Fund uses a swap as a hedge against, or as a substitute for, a portfolio investment, the Fund will be exposed to the risk that the swap will have or will develop imperfect or no correlation with the portfolio investment. This could cause substantial losses for the Fund. While hedging strategies involving swap instruments can reduce the risk of loss, they can also reduce the opportunity for gain or even result in losses by offsetting favorable price movements in other Fund investments. Many swaps are complex and often valued subjectively.

TAX RISKS

As with any investment, you should consider how your investment in Shares of a Fund will be taxed. The tax information in the Prospectus and this SAI is provided as general information. You should consult your own tax professional about the tax consequences of an investment in Shares of a Fund.

Unless your investment in Shares is made through a tax-exempt entity or tax-deferred retirement account, such as an individual retirement account, you need to be aware of the possible tax consequences when a Fund makes distributions or you sell Fund Shares.

CONTINUOUS OFFERING

The method by which Creation Units of Shares are created and traded may raise certain issues under applicable securities laws. Because new Creation Units of Shares are issued and sold by the Trust on an ongoing basis, at any point a “distribution,” as such term is used in the Securities Act, may occur. Broker-dealers and other persons are cautioned that some activities on their part may, depending on the circumstances, result in their being deemed participants in a distribution in a manner which could render them statutory underwriters and subject them to the prospectus delivery and liability provisions of the Securities Act.

For example, a broker-dealer firm or its client may be deemed a statutory underwriter if it takes Creation Units after placing an order with the Distributor, breaks them down into constituent Shares, and sells such Shares directly to customers, or if it chooses to couple the creation of a supply of new Shares with an active selling effort involving solicitation of secondary market demand for Shares. A determination of whether one is an underwriter for purposes of the Securities Act must take into account all the facts and circumstances pertaining to the activities of the broker-dealer or its client in the particular case, and the examples mentioned above should not be considered a complete description of all the activities that could lead to a categorization as an underwriter.

Broker-dealer firms should also note that dealers who are not “underwriters” but are effecting transactions in Shares, whether or not participating in the distribution of Shares, are generally required to deliver a prospectus. This is because the prospectus delivery exemption in Section 4(3) of the Securities Act is not available in respect of such transactions as a result of Section 24(d) of the 1940 Act. Firms that incur a prospectus-delivery obligation with respect to Shares of a Fund are reminded that under Securities Act Rule 153, a prospectus-delivery obligation under Section 5(b)(2) of the Securities Act owed to an exchange member in connection with a sale on the Exchange is satisfied by the fact that a Fund’s prospectus is available at the Exchange upon request. The prospectus delivery mechanism provided in Rule 153 is only available with respect to transactions on an exchange.

INVESTMENT RESTRICTIONS

The Trust has adopted the following investment restrictions as fundamental policies with respect to each Fund. These restrictions cannot be changed with respect to a Fund without the approval of the holders of a majority of the Fund’s outstanding voting securities. For purposes of the 1940 Act, a majority of the outstanding voting securities of a Fund means the vote, at an annual or a special meeting of the security holders of the Trust, of the lesser of (1) 67% or more of the voting securities of the Fund present at such meeting, if the holders of more than 50% of the outstanding voting securities of the Fund are present or represented by proxy, or (2) more than 50% of the outstanding voting securities of the Fund. Except with the approval of a majority of the outstanding voting securities, a Fund may not:

1. Concentrate its investments in securities of issuers in the same industry, except as may be necessary to approximate the composition of the Fund’s underlying index¹;

2. Make loans to another person except as permitted by the 1940 Act or other governing statute, by the rules thereunder, or by the SEC or other regulatory agency with authority over the Funds;

3. Issue senior securities or borrow money except as permitted by the 1940 Act or other governing statute, by the Rules thereunder, or by the SEC or other regulatory agency with authority over the Funds;

4. Invest directly in real estate unless the real estate is acquired as a result of ownership of securities or other instruments. This restriction shall not preclude a Fund from investing in companies that deal in real estate or in instruments that are backed or secured by real estate;

5. Act as an underwriter of another issuer’s securities, except to the extent the Fund may be deemed to be an underwriter within the meaning of the Securities Act of 1933 in connection with the Fund’s purchase and sale of portfolio securities; or

6. Invest in commodities except as permitted by the 1940 Act or other governing statute, by the Rules thereunder, or by the SEC or other regulatory agency with authority over the Funds.

7. With respect to the SPDR Nuveen Barclays Capital Municipal Bond ETF, the SPDR Nuveen Barclays Capital Short Term Municipal Bond ETF, SPDR Nuveen S&P High Yield Municipal Bond ETF and the SPDR Nuveen S&P VRDO Municipal Bond ETF invest, under normal circumstances, less than 80% of its assets in investments the income of which is exempt from federal income tax.

8. With respect to the SPDR Nuveen Barclays Capital California Municipal Bond ETF, invest, under normal circumstances, less than 80% of its assets in investments the income of which is exempt from both federal income tax and California income tax.

9. With respect to the SPDR Nuveen Barclays Capital New York Municipal Bond ETF, invest, under normal circumstances, less than 80% of its assets in investments the income of which is exempt from both federal income tax and New York income tax.


¹		The SEC Staff considers concentration to involve more than 25% of a fund’s assets to be invested in an industry or group of industries.

In addition to the investment restrictions adopted as fundamental policies as set forth above, each Fund observes the following restrictions, which may be changed by the Board without a shareholder vote. A Fund will not:

1. Invest in the securities of a company for the purpose of exercising management or control, provided that the Trust may vote the investment securities owned by the Fund in accordance with its views;

2. Hold illiquid assets in excess of 15% of its net assets. An illiquid asset is any asset which may not be sold or disposed of in the ordinary course of business within seven days at approximately the value at which the Fund has valued the investment; or

3. With respect to each Fund, under normal circumstances, invest less than 80% of its total assets in securities that comprise its relevant Index. Prior to any change in a Fund’s 80% investment policy, such Fund will provide shareholders with 60 days written notice.

4. With respect to the High Yield Bond ETF, invest, under normal circumstances, less than 80% of its assets in bonds that are rated below investment grade. Prior to any change in this 80% investment policy, the Fund will provide shareholders with 60 days written notice.

5. With respect to the Aggregate Bond ETF, Corporate Bond ETFs, Build America Bond ETF, SPDR DB International Government Inflation-Protected Bond ETF, SPDR Barclays Capital Emerging Markets Local Bond ETF and SPDR Nuveen S&P High Yield Municipal Bond ETF, under normal circumstances, invest less than 80% of its total assets in debt securities. Prior to any change in a Fund’s 80% investment policy, the Fund will provide shareholders with 60 days written notice.

6. With respect to the SPDR Barclays Capital 1-3 Month T-Bill ETF, under normal circumstances, invest less than 80% of its total assets in U.S. Treasury bills. Prior to any change in the Fund’s 80% investment policy, the Fund will provide shareholders with 60 days written notice.

7. With respect to the SPDR Barclays Capital Short Term Treasury ETF, SPDR Barclays Capital Intermediate Term Treasury ETF and SPDR Barclays Capital Long Term Treasury ETF, under normal circumstances, invest less than 80% of its total assets in U.S. Treasury securities. Prior to any change in a Fund’s 80% investment policy, the Fund will provide shareholders with 60 days written notice.

8. With respect to the International Treasury Bond ETFs, under normal circumstances, invest less than 80% of its total assets in government bonds. Prior to any change in the Fund’s 80% investment policy, the Fund will provide shareholders with 60 days written notice.

9. With respect to the SPDR Barclays Capital TIPS ETF, under normal circumstances, invest less than 80% of its total assets in inflation-indexed debt securities issued by the U.S. Treasury Department and backed by the full faith and credit of the U.S. Government. Prior to any change in the Fund’s 80% investment policy, the Fund will provide shareholders with 60 days written notice.

10. With respect to the Mortgage Backed Bond ETF, invest, under normal circumstances, less than 80% of its assets in mortgage backed bonds. Prior to any change in this 80% investment policy, the fund will provide shareholders with 60 days written notice. For purposes of this policy, TBA Transactions are considered mortgage backed securities.

11. With respect to the Convertible Securities ETF, invest, under normal circumstances, less than 80% of its assets in convertible securities. Prior to any change in this 80% investment policy, the fund will provide shareholders with 60 days written notice.

12. With respect to the Build America Bond ETF, under normal circumstances, invest less than 80% of its total assets in Build America Bonds. Prior to any change in this 80% investment policy, the fund will provide shareholders with 60 days written notice.

13. With respect to the International Corporate Bond ETF, SPDR Barclays Capital Issuer Scored Corporate Bond ETF and Corporate Bond ETF, under normal circumstances, invest less than 80% of its total assets in corporate bonds. Prior to any change in this 80% investment policy, the fund will provide shareholders with 60 days written notice.

With respect to the Fixed Income ETFs, securities that have economic characteristics substantially identical to the economic characteristics of the securities that comprise the applicable Index are included within each foregoing 80% investment policy. If a percentage limitation is adhered to at the time of investment or contract, a later increase or decrease in percentage resulting from any change in value or total or net assets will not result in a violation of such restriction, except that the percentage limitations with respect to the borrowing of money and illiquid securities will be observed continuously.

EXCHANGE LISTING AND TRADING

A discussion of exchange listing and trading matters associated with an investment in a Fund is contained in the Prospectus under the “PURCHASE AND SALE INFORMATION” and “ADDITIONAL PURCHASE AND SALE INFORMATION.” The discussion below supplements, and should be read in conjunction with, such sections of the Prospectus.

The Shares of each Fund are approved for listing and trading on the Exchange, subject to notice of issuance. The Shares trade on the Exchange at prices that may differ to some degree from their net asset value. There can be no assurance that the requirements of the Exchange necessary to maintain the listing of Shares of a Fund will continue to be met.

The Exchange may, but is not required to, remove the Shares of a Fund from listing if: (1) following the initial twelve-month period beginning upon the commencement of trading of the Fund, there are fewer than 50 beneficial holders of the Shares for 30 or more consecutive trading days; (2) the value of its underlying Index or portfolio of securities on which the Fund is based is no longer calculated or available; (3) the “indicative optimized portfolio value” (“IOPV”) of the Fund is no longer calculated or available; or (4) such other event shall occur or condition exists that, in the opinion of the Exchange, makes further dealings on the Exchange inadvisable. In addition, the Exchange will remove the Shares from listing and trading upon termination of the Trust or a Fund.

The Trust reserves the right to adjust the Share price of a Fund in the future to maintain convenient trading ranges for investors. Any adjustments would be accomplished through stock splits or reverse stock splits, which would have no effect on the net assets of the Fund.

As in the case of other publicly traded securities, brokers’ commissions on transactions will be based on negotiated commission rates at customary levels.

The base and trading currencies of the Funds is the U.S. dollar. The base currency is the currency in which a Fund’s net asset value per Share is calculated and the trading currency is the currency in which Shares of a Fund are listed and traded on the Exchange.

MANAGEMENT OF THE TRUST

The following information supplements and should be read in conjunction with the section in the Prospectus entitled “MANAGEMENT.”

Board Responsibilities. The management and affairs of the Trust and its series, including the Funds described in this SAI, are overseen by the Trustees. The Board has approved contracts, as described in this SAI, under which certain companies provide essential management services to the Trust.

Like most mutual funds, the day-to-day business of the Trust, including the management of risk, is performed by third party service providers, such as the Adviser, Sub-Advisers, Distributor and Administrator. The Trustees are responsible for overseeing the Trust’s service providers and, thus, have oversight responsibility with respect to risk management performed by those service providers. Risk management seeks to identify and address risks, i.e., events or circumstances that could have material adverse effects on the business, operations, shareholder services, investment performance or reputation of the Funds. The Funds and their service providers employ a variety of processes, procedures and controls to identify various of those possible events or circumstances, to lessen the probability of their occurrence and/or to mitigate the effects of such events or circumstances if they do occur. Each service provider is responsible for one or more discrete aspects of the Trust’s business (e.g., a Sub-Adviser is responsible for the day-to-day management of a Fund’s portfolio investments) and, consequently, for managing the risks associated with that business. The Board has emphasized to the Funds’ service providers the importance of maintaining vigorous risk management.

The Trustees’ role in risk oversight begins before the inception of a Fund, at which time the Fund’s Adviser and, if applicable, Sub-Adviser present the Board with information concerning the investment objectives, strategies and risks of the Fund, as well as proposed investment limitations for the Fund. Additionally, the Fund’s Adviser and Sub-Adviser provide the Board with an overview of, among other things, their investment philosophies, brokerage practices and compliance infrastructures. Thereafter, the Board continues its oversight function as various personnel, including the Trust’s Chief Compliance Officer, as well as personnel of the Adviser and other service providers, such as the Fund’s independent accountants, make periodic reports to the Audit Committee or to the Board with respect to various aspects of risk management. The Board and the Audit Committee oversee efforts by management and service providers to manage risks to which a Fund may be exposed.

The Board is responsible for overseeing the nature, extent and quality of the services provided to the Funds by the Adviser and Sub-Adviser and receives information about those services at its regular meetings. In addition, on an annual basis, in connection with its consideration of whether to renew the Advisory Agreement and Sub-Advisory Agreement with the Adviser and Sub-Adviser, respectively, the Board meets with the Adviser and Sub-Adviser to review such services. Among other things, the Board regularly considers the Adviser’s and Sub-Adviser’s adherence to the Fund’s investment restrictions and compliance with various Fund policies and procedures and with applicable securities regulations. The Board also reviews information about each Fund’s investments.

The Trust’s Chief Compliance Officer reports regularly to the Board to review and discuss compliance issues. At least annually, the Trust’s Chief Compliance Officer provides the Board with a report reviewing the adequacy and effectiveness of the Trust’s policies and procedures and those of its service providers, including the Adviser and any Sub-Adviser. The report addresses the operation of the policies and procedures of the Trust and each service provider since the date of the last report; any material changes to the policies and procedures since the date of the last report; any recommendations for material changes to the policies and procedures; and any material compliance matters since the date of the last report.

The Board receives reports from the Funds’ service providers regarding operational risks and risks related to the valuation and liquidity of portfolio securities. Regular reports are made to the Board concerning investments for which market quotations are not readily available. Annually, the independent registered public accounting firm reviews with the Audit Committee its audit of each Fund’s financial statements, focusing on major areas of risk encountered by the Funds and noting any significant deficiencies or material weaknesses in the Fund’s internal controls. Additionally, in connection with its oversight function, the Board oversees Fund management’s implementation of disclosure controls and procedures, which are designed to ensure that information required to be disclosed by the Trust in its periodic reports with the SEC are recorded, processed, summarized, and reported within the required time periods. The Board also oversees the Trust’s internal controls over financial reporting, which comprise policies and procedures designed to provide reasonable assurance regarding the reliability of the Trust’s financial reporting and the preparation of the Trust’s financial statements.

From their review of these reports and discussions with the Adviser and Sub-Adviser, the Chief Compliance Officer, the independent registered public accounting firm and other service providers, the Board and the Audit Committee learn in detail about the material risks of the Fund, thereby facilitating a dialogue about how management and service providers identify and mitigate those risks.

The Board recognizes that not all risks that may affect a Fund can be identified and/or quantified, that it may not be practical or cost-effective to eliminate or mitigate certain risks, that it may be necessary to bear certain risks (such as investment-related risks) to achieve a Fund’s goals, and that the processes, procedures and controls employed to address certain risks may be limited in their effectiveness. Moreover, reports received by the Trustees as to risk management matters are typically summaries of the relevant information. Most of the Funds’ investment management and business affairs are carried out by or through the Fund’s Adviser, Sub-Adviser and other service providers, each of which has an independent interest in risk management but whose policies and the methods by which one or more risk management functions are carried out may differ from the Funds’ and each other’s in the setting of priorities, the resources available or the effectiveness of relevant controls. As a result of the foregoing and other factors, the Board’s ability to monitor and manage risk, as a practical matter, is subject to limitations.

Trustees and Officers. There are six members of the Board of Trustees, five of whom are not interested persons of the Trust, as that term is defined in the 1940 Act (“Independent Trustees”). Frank Nesvet, an Independent Trustee, serves as Chairman of the Board. The Board has determined its leadership structure is appropriate given the specific characteristics and circumstances of the Trust. The Board made this determination in consideration of, among other things, the fact that the Independent Trustees constitute a super-majority (greater than 75%) of the Board, the fact that the chairperson of each Committee of the Board is an Independent Trustee, the amount of assets under management in the Trust, and the number of funds (and classes of shares) overseen by the Board. The Board also believes that its leadership structure facilitates the orderly and efficient flow of information to the Independent Trustees from fund management.

The Board of Trustees has three standing committees: the Audit Committee, Trustee Committee and Pricing and Investment Committee. The Audit Committee and Trustee Committee are each chaired by an Independent Trustee and composed of all of the Independent Trustees. The Pricing and Investment Committee is composed of Officers of the Trust, investment management personnel of the Adviser and senior operations and administrative personnel of State Street.

Set forth below are the names, year of birth, position with the Trust, length of term of office, and the principal occupations during the last five years and other directorships held of each of the persons currently serving as a Trustee or Officer of the Trust.

TRUSTEES

NUMBER OF

PORTFOLIOS

TERM OF

PRINCIPAL

IN FUND

OFFICE AND

OCCUPATION(S)

COMPLEX

OTHER

NAME, ADDRESS

POSITION(S)

LENGTH OF

DURING PAST

OVERSEEN

DIRECTORSHIPS

AND YEAR OF BIRTH

WITH FUNDS

TIME SERVED

5 YEARS

BY TRUSTEE

HELD BY TRUSTEE

INDEPENDENT TRUSTEES
FRANK NESVET
c/o SPDR Series Trust
State Street Financial Center
One Lincoln Street
Boston, MA 02111-2900
1943

Independent Trustee, Chairman, Trustee Committee Chair

Term: Unlimited Served: since September 2000

Chief Executive Officer, Libra Group, Inc. (1998-present) (a financial services consulting company).

132

SPDR Index Shares Funds (Trustee).

DAVID M. KELLY
c/o SPDR Series Trust
State Street Financial Center
One Lincoln Street
Boston, MA 02111-2900
1938

Independent Trustee, Audit Committee Chair

Term: Unlimited Served: since September 2000

Retired.

132

Penson Worldwide Inc. (Director); CHX Holdings, Inc. and Chicago Stock Exchange (Director); SPDR Index Shares Funds (Trustee).

BONNY EUGENIA BOATMAN
c/o SPDR Series Trust
State Street Financial Center
One Lincoln Street
Boston, MA 02111-2900
1950

Independent Trustee

Term: Unlimited Served: since April 2010

Retired (2005 -present); Managing Director, Columbia Management Group, Bank of America (1984-2005).

132

SPDR Index Shares Funds (Trustee).

DWIGHT D. CHURCHILL
c/o SPDR Series Trust
State Street Financial Center
One Lincoln Street
Boston, MA 02111-2900
1953

Independent Trustee

Term: Unlimited Served: since April 2010

Self-employed consultant since 2010; Head of Fixed Income and other Senior Management roles, Fidelity Investments (1993-2009).

132

SPDR Index Shares Funds (Trustee); Affiliated Managers Group, Inc. (Director).

CARL G. VERBONCOEUR
c/o SPDR Series Trust
State Street Financial Center
One Lincoln Street
Boston, MA 02111-2900
1952

Independent Trustee

Term: Unlimited Served: since April 2010

Self-employed consultant since 2009; Chief Executive Officer, Rydex Investments (2003-2009).

132

SPDR Index Shares Funds (Trustee).

NUMBER OF

PORTFOLIOS

TERM OF

PRINCIPAL

IN FUND

OFFICE AND

OCCUPATION(S)

COMPLEX

OTHER

NAME, ADDRESS

POSITION(S)

LENGTH OF

DURING PAST

OVERSEEN

DIRECTORSHIPS

AND YEAR OF BIRTH

WITH FUNDS

TIME SERVED

5 YEARS

BY TRUSTEE

HELD BY TRUSTEE

INTERESTED TRUSTEE
JAMES E. ROSS*
SSgA Funds Management, Inc.
State Street Financial
Center
One Lincoln Street
Boston, MA 02111
1965

Interested
Trustee,
President

Term: Unlimited
Served as
President: since
May 2005,
Served as
Trustee: since
April 2010

President, SSgA
Funds Management,
Inc. (2005-present);
Senior Managing
Director, State
Street Global
Advisors
(2006-present).

163

SPDR Index
Shares Funds
(Trustee);
Select Sector SPDR
Trust (Trustee); State
Street Master Funds
(Trustee); and
State Street
Institutional
Investment Trust
(Trustee).


*		Mr. Ross is an Interested Trustee because of his employment with the Adviser and ownership interest in an affiliate of the Adviser. Mr. Ross previously served as an Interested Trustee from November 2005 to December 2009.

OFFICERS


		TERM OF	PRINCIPAL
		OFFICE AND	OCCUPATION(S)
NAME, ADDRESS	POSITION(S)	LENGTH OF	DURING PAST
AND YEAR OF BIRTH	WITH FUNDS	TIME SERVED	5 YEARS
ELLEN M. NEEDHAM SSgA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111 1967	Vice President	Term: Unlimited Served: since March 2008	Chief Operating Officer, SSgA Funds Management, Inc, (2010- present); Principal, SSgA Funds Management, Inc. (1992-2010); Senior Managing Director, State Street Global Advisors (1992-present).

MICHAEL P. RILEY SSgA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111 1969	Vice President	Term: Unlimited Served: since February 2005	Vice President, State Street Global Advisors (2008-present); Principal, State Street Global Advisors (2005-2008)

ANTHONY ROCHTE SSgA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111 1968	Vice President	Term: Unlimited Served: since May 2010	Senior Managing Director, State Street Global Advisors (2006- present); National Sales Manager, Barclays Global Investors (2000-2006).


		TERM OF	PRINCIPAL
		OFFICE AND	OCCUPATION(S)
NAME, ADDRESS	POSITION(S)	LENGTH OF	DURING PAST
AND YEAR OF BIRTH	WITH FUNDS	TIME SERVED	5 YEARS
RYAN M. LOUVAR State Street Bank and Trust Company Four Copley Place, CPH0326 Boston, MA 02116 1972	Secretary	Term: Unlimited Served: since August 2008	Vice President and Senior Counsel, State Street Bank and Trust Company (2005-present).*

MARK E. TUTTLE State Street Bank and Trust Company Four Copley Place, CPH0326 Boston, MA 02116 1970	Assistant Secretary	Term: Unlimited Served: since August 2007	Vice President and Counsel, State Street Bank and Trust Company (2007-present); Assistant Counsel, BISYS Group, Inc. (2005-2007) (a financial services company).

SCOTT E. HABEEB State Street Bank and Trust Company Four Copley Place, CPH0326 Boston, MA 02116 1968	Assistant Secretary	Term: Unlimited Served: since August 2011	Vice President and Counsel, State Street Bank and Trust Company (2007-present)*; Legal Analyst, Verizon Communications (2004-2007).

CHAD C. HALLETT State Street Bank and Trust Company Four Copley Place, CPH03 Boston, MA 02116 1969	Treasurer	Term: Unlimited Served: since November 2010	Vice President, State Street Bank and Trust Company (2001-2010)*.

MATTHEW FLAHERTY State Street Bank and Trust Company Four Copley Place, CPH03 Boston, MA 02116 1971	Assistant Treasurer	Term: Unlimited Served: since May 2005	Assistant Vice President, State Street Bank and Trust Company (1994-2010)*.

LAURA F. DELL State Street Bank and Trust Company Four Copley Place, CPH03 Boston, MA 02116 1964	Assistant Treasurer	Term: Unlimited Served: since November 2007	Vice President, State Street Bank and Trust Company (2002-2010)*.

JACQUELINE ANGELL SSgA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111 1974	Chief Compliance Officer	Term: Unlimited Served: since February 2011	Vice President, State Street Global Advisors (2008-present); Director of Investment Adviser Oversight, Fidelity Investments (1999-2008).


*		Served in various capacities and/or with various affiliated companies during noted time period.

Individual Trustee Qualifications

The Board has concluded that each of the Trustees should serve on the Board because of his or her ability to review and understand information about the Funds provided to him or her by management, to identify and request other information he or she may deem relevant to the performance of his or her duties, to question management and other service providers regarding material factors bearing on the management and administration of the Funds, and to exercise his or her business judgment in a manner that serves the best interests of each Fund’s shareholders. The Board has concluded that each of the Trustees should serve as a Trustee based on his or her own experience, qualifications, attributes and skills as described below.

The Board has concluded that Mr. Nesvet should serve as Trustee because of the experience he has gained serving as the Chief Executive Officer of a financial services consulting company, serving on the boards of other investment companies, and serving as chief financial officer of a major financial services company; his knowledge of the financial services industry, and the experience he has gained serving as Trustee of the Trust since 2000.

The Board has concluded that Mr. Kelly should serve as Trustee because of the experience he gained serving as the President and Chief Executive Officer of the National Securities Clearing Corporation, his previous and current directorship experience, and the experience he has gained serving as Trustee of the Trust since 2000.

The Board has concluded that Ms. Boatman should serve as Trustee because of the experience she gained serving as Managing Director of the primary investment division of one of the nation’s leading financial institutions and her knowledge of the financial services industry. Ms. Boatman was elected to serve as Trustee of the Trust in April 2010.

The Board has concluded that Mr. Churchill should serve as Trustee because of the experience he gained serving as the Head of the Fixed Income Division of one of the nation’s leading mutual fund companies and provider of financial services and his knowledge of the financial services industry. Mr. Churchill was elected to serve as Trustee of the Trust in April 2010.

The Board has concluded that Mr. Verboncoeur should serve as Trustee because of the experience he gained serving as the Chief Executive Officer of a large financial services and investment management company, his knowledge of the financial services industry and his experience serving on the boards of other investment companies. Mr. Verboncoeur was elected to serve as Trustee of the Trust in April 2010.

The Board has concluded that Mr. Ross should serve as Trustee because of the experience he has gained in his various roles with the Adviser, his knowledge of the financial services industry, and the experience he has gained serving as Trustee of the Trust since 2005 (Mr. Ross did not serve as Trustee from December 2009 until April 2010).

In its periodic assessment of the effectiveness of the Board, the Board considers the complementary individual skills and experience of the individual Trustees primarily in the broader context of the Board’s overall composition so that the Board, as a body, possesses the appropriate (and appropriately diverse) skills and experience to oversee the business of the Funds.

REMUNERATION OF THE TRUSTEES AND OFFICERS

No officer, director or employee of the Adviser, its parent or subsidiaries receives any compensation from the Trust for serving as an officer or Trustee of the Trust. The Trust and SPDR Index Shares Funds (“SIS Trust” and together with the Trust, the “Trusts”) pay, in the aggregate, each Independent Trustee an annual fee of $132,500 plus $7,500 per in-person meeting attended. An Independent Trustee will receive $1,250 for each telephonic or video conference meeting attended. The Chair of the Board receives an additional annual fee of $37,500 and the Chair of the Audit Committee receives an additional annual fee of $15,000. The Trust also reimburses each Independent Trustee for travel and other out-of-pocket expenses incurred by him/her in connection with attending such meetings and in connection with attending industry seminars and meetings. Trustee fees are allocated between the Trust and SIS Trust and each of their respective series in such a manner as deemed equitable, taking into consideration the relative net assets of the series.

The table below shows the compensation that the Independent Trustees received during the Trust’s fiscal year ended June 30, 2011.

PENSION OR

TOTAL

RETIREMENT

COMPENSATION

BENEFITS

ESTIMATED

FROM THE

ACCRUED

ANNUAL

TRUST AND

AGGREGATE

AS PART

BENEFITS

FUND COMPLEX

NAME OF

COMPENSATION

OF TRUST

UPON

PAID TO

INDEPENDENT TRUSTEE

FROM THE TRUST

EXPENSES

RETIREMENT

TRUSTEES⁽¹⁾

Frank Nesvet

176,030

N/A

226,250

Bonny Boatman

145,931

N/A

187,500

Dwight Churchill

146,883

N/A

188,750

David M. Kelly

157,590

N/A

202,500

Carl Verboncoeur

146,883

N/A

188,750


(1)		The Fund Complex includes the Trust and SIS Trust.

STANDING COMMITTEES

Audit Committee. The Board has an Audit Committee consisting of all Independent Trustees. Mr. Kelly serves as Chair. The Audit Committee meets with the Trust’s independent auditors to review and approve the scope and results of their professional services; to review the procedures for evaluating the adequacy of the Trust’s accounting controls; to consider the range of audit fees; and to make recommendations to the Board regarding the engagement of the Trust’s independent auditors. The Audit Committee met four (4) times during the fiscal year ended June 30, 2011.

Trustee Committee. The Board has established a Trustee Committee consisting of all Independent Trustees. Mr. Nesvet serves as Chair. The responsibilities of the Trustee Committee are to: 1) nominate Independent Trustees; 2) review on a periodic basis the governance structures and procedures of the Funds; 3) review proposed resolutions and conflicts of interest that may arise in the business of the Funds and may have an impact on the investors of the Funds; 4) review matters that are referred to the Committee by the Chief Legal Officer or other counsel to the Trust; and 5) provide general oversight of the Funds on behalf of the investors of the Funds. The Trustee Committee met four (4) times during the fiscal year ended June 30, 2011.

Pricing and Investment Committee. The Board also has established a Pricing and Investment Committee that is composed of Officers of the Trust, investment management personnel of the Adviser and senior operations and administrative personnel of State Street. The Pricing and Investment Committee is responsible for the valuation and revaluation of any portfolio investments for which market quotations or prices are not readily available. The Pricing and Investment Committee meets only when necessary. The Board met four (4) times during the fiscal year ended June 30, 2011 to review and ratify fair value pricing determinations of the Pricing and Investment Committee. The Pricing and Investment Committee reports to the Board on a quarterly basis.

OWNERSHIP OF FUND SHARES

As of October 1, 2011, neither the Independent Trustees nor their immediate family members owned beneficially or of record any securities in the Adviser, Sub-Advisers, Principal Underwriter or any person controlling, controlled by, or under common control with the Adviser, Sub-Adviser or Principal Underwriter.

The following table shows, as of December 31, 2010, the amount of equity securities beneficially owned by the Trustees in the Trust.


			Aggregate Dollar
			Range of Equity
			Securities in All
		Dollar Range of	Funds Overseen by
		Equity Securities	Trustee in Family
		in the	of Investment
Name of Trustee	Fund	Trust	Companies
Independent Trustees:
Frank Nesvet	None	None	None
David M. Kelly	None	None	None
Bonny Eugenia Boatman	None	None	None
Dwight D. Churchill	None	None	None
Carl G. Verboncoeur	None	None	None

Interested Trustee:
James Ross	SPDR Dow Jones Large Cap ETF	$10,001 to $50,000	Over $100,000
	SPDR Dow Jones Mid Cap ETF	$10,001 to $50,000
	SPDR S&P 400 Mid Cap Growth ETF	$10,001 to $50,000
	SPDR S&P 600 Small Cap Growth ETF	$10,001 to $50,000
	SPDR Dow Jones REIT ETF	$10,001 to $50,000
	SPDR S&P Dividend ETF	$10,001 to $50,000
	SPDR S&P Biotech ETF	$1 to $10,000
	SPDR S&P Metals & Mining ETF	$1 to $10,000
	SPDR Nuveen Barclays Capital Short Term Municipal Bond ETF	$10,001 to $50,000
	SPDR Barclays Capital High Yield Bond ETF	$10,001 to $50,000

CODES OF ETHICS

The Trust, the Adviser (which includes applicable reporting personnel of the Distributor) and the Sub-Advisers each have adopted a code of ethics as required by applicable law, which is designed to prevent affiliated persons of the Trust, the Adviser, the Sub-Adviser and the Distributor from engaging in deceptive, manipulative or fraudulent activities in connection with securities held or to be acquired by the Funds (which may also be held by persons subject to the codes of ethics).

There can be no assurance that the codes of ethics will be effective in preventing such activities. Each code of ethics, filed as exhibits to this registration statement, may be examined at the office of the SEC in Washington, D.C. or on the Internet at the SEC’s website at http://www.sec.gov.

PROXY VOTING POLICIES

The Board believes that the voting of proxies on securities held by each Fund is an important element of the overall investment process. As such, the Board has delegated the responsibility to vote such proxies to the Adviser for all Funds, other than the Municipal ETFs and the Build America Bond ETF which are sub-advised by Nuveen Asset Management, LLC (“Nuveen Asset Management”) and the International Corporate Bond ETF which is sub-advised by State Street Global Advisors Limited (“SSgA LTD”). The Adviser’s proxy voting policy is attached at the end of this SAI. SSgA LTD’s proxy voting policy is substantially and materially the same as the Adviser’s proxy voting policy. Information regarding how a Fund voted proxies relating to its portfolio securities during the most recent twelve-month period ended June 30 is available: (1) without charge by calling 1-866-787-2257; (2) on the Funds’ website at www.spdrs.com; and (3) on the SEC’s website at http://www.sec.gov.

PROXY VOTING POLICIES — Municipal Bond ETFs

equity securities generally will be to acquire control of the municipal bond issuer and to seek to prevent the credit deterioration or facilitate the liquidation or other workout of the distressed issuer’s credit problem. In the course of exercising control of a distressed municipal issuer, Nuveen Asset Management may pursue the Fund’s interests in a variety of ways, which may entail negotiating and executing consents, agreements and other arrangements, and otherwise influencing the management of the issuer. Nuveen Asset Management does not consider such activities proxy voting for purposes of Rule 206(4)-6 under the Investment Advisers Act of 1940.

In the rare event that a municipal issuer were to issue a proxy or that a Fund were to receive a proxy issued by a cash management security, Nuveen Asset Management would either engage an independent third party to determine how the proxy should be voted or vote the proxy with the consent, or based on the instructions, of the Fund’s Board or its representative. A member of Nuveen Asset Management’s legal department would oversee the administration of the voting, and ensure that records were maintained in accordance with Rule 206(4)-6, reports were filed with the Securities and Exchange Commission (“SEC”) on Form N-PX, and the results provided to the Fund’s Board and made available to shareholders as required by applicable rules.

DISCLOSURE OF PORTFOLIO HOLDINGS POLICY

The Trust has adopted a policy regarding the disclosure of information about the Trust’s portfolio holdings. The Board must approve all material amendments to this policy. The Funds’ portfolio holdings are publicly disseminated each day a Fund is open for business through financial reporting and news services including publicly accessible Internet web sites. In addition, a basket composition file, which includes the security names and share quantities to deliver in exchange for Fund Shares, together with estimates and actual cash components, is publicly disseminated daily prior to the opening of the Exchange via the National Securities Clearing Corporation (“NSCC”). The basket represents one Creation Unit of a Fund. The Trust, the Adviser, the Sub-Advisers or State Street will not disseminate non-public information concerning the Trust, except: (i) to a party for a legitimate business purpose related to the day-to-day operations of the Funds or (ii) to any other party for a legitimate business or regulatory purpose, upon waiver or exception.

THE INVESTMENT ADVISER

SSgA Funds Management, Inc. acts as investment adviser to the Trust and, subject to the supervision of the Board, is responsible for the investment management of each Fund. As of August 31, 2011, the Adviser managed approximately $214.56 billion. The Adviser’s principal address is State Street Financial Center, One Lincoln Street, Boston, Massachusetts 02111. The Adviser, a Massachusetts corporation, is a wholly owned subsidiary of State Street Corporation, a publicly held bank holding company. State Street Global Advisors (“SSgA”), consisting of the Adviser and other investment advisory affiliates of State Street Corporation, is the investment management arm of State Street Corporation.

The Adviser serves as investment adviser to each Fund pursuant to an investment advisory agreement (“Investment Advisory Agreement”) between the Trust and the Adviser. The Investment Advisory Agreement, with respect to each Fund, continues in effect for two years from its effective date, and thereafter is subject to annual approval by (1) the Board or (2) vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund, provided that in either event such continuance also is approved by a majority of the Board who are not interested persons (as defined in the 1940 Act) of the Trust by a vote cast in person at a meeting called for the purpose of voting on such approval. The Investment Advisory Agreement with respect to each Fund is terminable without penalty, on 60 days notice, by the Board or by a vote of the holders of a majority (as defined in the 1940 Act) of a Fund’s outstanding voting securities. The Investment Advisory Agreement is also terminable upon 60 days notice by the Adviser and will terminate automatically in the event of its assignment (as defined in the 1940 Act).

Under the Investment Advisory Agreement, the Adviser, subject to the supervision of the Board and in conformity with the stated investment policies of each Fund, manages the investment of each Fund’s assets. The Adviser is responsible for placing purchase and sale orders and providing continuous supervision of the investment portfolio of each Fund. Pursuant to the Investment Advisory Agreement, the Trust has agreed to indemnify the Adviser for certain liabilities, including certain liabilities arising under the federal securities laws, unless such loss or liability results from willful misfeasance, bad faith or gross negligence in the performance of its duties or the reckless disregard of its obligations and duties.

A discussion regarding the basis for the Board’s approval or continuation of the Investment Advisory Agreements regarding certain Funds is available in the Trust’s Semi-Annual Reports to Shareholders dated December 31, 2010 and in the Trust’s Annual Reports to Shareholders dated June 30, 2011.


FUND*	2011			2010			2009
SPDR Dow Jones Total Market ETF	$	378,883		$	357,395		$	261,839
SPDR Dow Jones Large Cap ETF	$	78,434		$	87,781		$	38,680
SPDR S&P 500 Large Cap Growth ETF	$	374,985		$	363,641		$	386,520
SPDR S&P 500 Large Cap Value ETF	$	317,383		$	212,623		$	184,359
SPDR Dow Jones Mid Cap ETF	$	153,727		$	111,147		$	54,982
SPDR S&P 400 Mid Cap Growth ETF	$	177,501		$	174,646		$	83,742
SPDR S&P 400 Mid Cap Value ETF	$	71,633		$	44,226		$	23,568
SPDR S&P 600 Small Cap ETF	$	142,721		$	95,317		$	38,918
SPDR S&P 600 Small Cap Growth ETF	$	404,410		$	319,391		$	189,756
SPDR S&P 600 Small Cap Value ETF	$	332,973		$	271,075		$	175,605
SPDR Global Dow ETF	$	603,727		$	450,653		$	491,732
SPDR Dow Jones REIT ETF	$	3,470,994		$	2,793,578		$	2,556,320
SPDR S&P Bank ETF	$	5,006,468		$	2,994,116		$	2,952,524
SPDR S&P Capital Markets ETF	$	229,468		$	301,361		$	284,784
SPDR S&P Insurance ETF	$	681,765		$	657,522		$	266,043
SPDR S&P Mortgage Finance ETF	$	10,571		$	18,316		$	3,169	(2)
SPDR S&P Regional Banking ETF	$	2,242,594		$	2,122,073		$	2,104,178
SPDR Morgan Stanley Technology ETF	$	1,048,232		$	1,155,980		$	877,701
SPDR S&P Dividend ETF	$	15,633,735		$	4,594,794		$	1,413,666
SPDR S&P Biotech ETF	$	1,774,250		$	1,614,558		$	1,627,334
SPDR S&P Health Care Equipment ETF	$	18,018	(16)		N/A	(1)		N/A	(1)
SPDR S&P Homebuilders ETF	$	2,782,565		$	2,822,893		$	1,948,518
SPDR S&P Metals & Mining ETF	$	3,632,270		$	2,842,412		$	1,220,504
SPDR S&P Oil & Gas Equipment & Services ETF	$	1,493,833		$	1,016,183		$	525,881
SPDR S&P Oil & Gas Exploration & Production ETF	$	2,784,112		$	1,556,988		$	910,986
SPDR S&P Pharmaceuticals ETF	$	733,628		$	263,133		$	117,780
SPDR S&P Retail ETF	$	2,073,742		$	2,214,881		$	1,148,265
SPDR S&P Semiconductor ETF	$	392,996		$	487,467		$	134,485
SPDR S&P Telecom ETF	$	16,165	(16)		N/A	(1)		N/A	(1)
SPDR S&P Transportation ETF	$	18,815	(16)		N/A	(1)		N/A	(1)
SPDR Wells Fargo Preferred Stock ETF	$	428,250		$	141,832	(9)	$	N/A	(1)
SPDR Barclays Capital 1-3 Month T-Bill ETF	$	1,363,254		$	1,149,470		$	1,009,609
SPDR Barclays Capital TIPS ETF	$	717,584		$	631,328		$	296,748
SPDR Barclays Capital Intermediate Term Treasury ETF	$	302,744		$	268,560		$	121,750
SPDR Barclays Capital Long Term Treasury ETF	$	39,644		$	24,947		$	22,181
SPDR Barclays Capital Short Term Corporate Bond ETF	$	309,519		$	58,630	(10)	$	N/A	(1)
SPDR Barclays Capital Intermediate Term Corporate Bond ETF	$	223,237		$	94,734		$	11,601	(3)
SPDR Barclays Capital Long Term Corporate Bond ETF	$	48,150		$	29,566		$	2,869	(4)
SPDR Barclays Capital Issuer Scored Corporate Bond ETF	$	4,556	(17)		N/A	(1)		N/A	(1)
SPDR Barclays Capital Convertible Securities ETF	$	2,298,673		$	806,304		$	25,703	(5)
SPDR Barclays Capital Mortgage Backed Bond ETF	$	67,615		$	22,805		$	4,757	(6)
SPDR Barclays Capital Aggregate Bond ETF	$	421,526		$	382,520	(11)	$	293,499	(7)
SPDR Nuveen Barclays Capital Municipal Bond ETF	$	2,726,528		$	2,394,937	(12)	$	1,163,532	(8)
SPDR Nuveen Barclays Capital California Municipal Bond ETF	$	140,861		$	114,101		$	55,641
SPDR Nuveen Barclays Capital New York Municipal Bond ETF	$	51,677		$	40,151		$	25,428
SPDR Nuveen Barclays Capital Short Term Municipal Bond ETF	$	2,586,140		$	1,777,783		$	548,332
SPDR Nuveen S&P VRDO Municipal ETF	$	20,675		$	21,854	(13)		N/A	(1)
SPDRNuveen S&P High Yield Municipal Bond ETF	$	49,248	(18)		N/A	(1)		N/A	(1)
SPDR Nuveen Barclays Capital Build America Bond ETF	$	97,221		$	4,738	(14)		N/A	(1)
SPDR DB International Government Inflation-Protected Bond ETF	$	5,012,357		$	4,135,929		$	1,193,883
SPDR Barclays Capital Short Term International Treasury Bond ETF	$	628,129		$	357,315		$	12,994	(6)
SPDR Barclays Capital International Treasury Bond ETF	$	6,675,354		$	6,364,577		$	4,358,661
SPDR Barclays Capital International Corporate Bond ETF	$	83,174		$	3,770	(15)		N/A	(1)
SPDR Barclays Capital Emerging Markets Local Bond ETF	$	30,884	(19)		N/A	(1)		N/A	(1)
SPDR Barclays Capital High Yield Bond ETF	$	25,533,530		$	13,252,956		$	3,253,605


*		Funds not listed in the table above had not commenced operations as of June 30, 2011.

(1)		The Fund was not operational.


(2)		The Fund commenced operations on April 29, 2009.

(3)		The Fund commenced operations on February 10, 2009.

(4)		The Fund commenced operations on March 10, 2009.

(5)		The Fund commenced operations on April 14, 2009.

(6)		The Fund commenced operations on January 15, 2009.

(7)		During this period, the Adviser waived $85,818 of its fees for the SPDR Barclays Capital Aggregate Bond ETF, thus the Adviser actually received $207,681 for the period.

(8)		During this period, the Adviser waived $398,212 of its fees for the SPDR Nuveen Barclays Capital Municipal Bond ETF, thus the Adviser actually received $765,320 for the period.

(9)		The Fund commenced operations on September 16, 2009.

(10)		The Fund commenced operations on December 16, 2009.

(11)		During this period, the Adviser waived $116,251 of its fees for the SPDR Barclays Capital Aggregate Bond ETF, thus the Adviser actually received $266,269 for the period.

(12)		During this period, the Adviser waived $822,920 of its fees for the SPDR Nuveen Barclays Capital Municipal Bond ETF, thus the Adviser actually received $1,572,017 for the period.

(13)		The Fund commenced operations on September 23, 2009.

(14)		The Fund commenced operations on May 12, 2010.

(15)		The Fund commenced operations on May 19, 2010.

(16)		The Fund commenced operations on January 26, 2011.

(17)		The Fund commenced operations on April 7, 2011.

(18)		The Fund commenced operations on April 14, 2011.

(19)		The Fund commenced operations on February 23, 2011.

Pursuant to the Advisory Agreement between the Funds and the Adviser, the Adviser is authorized to engage one or more sub-advisers for the performance of any of the services contemplated to be rendered by the Adviser. The Adviser has engaged the following sub-advisers.

INVESTMENT SUB-ADVISER — SPDR Dow Jones REIT ETF

The Adviser has retained The Tuckerman Group LLC (“Tuckerman”), an affiliate of the Adviser, as sub-adviser, to be responsible for the day to day management of the SPDR Dow Jones REIT ETF’s investments, subject to supervision of the Adviser and the Board while the Adviser will provide administrative, compliance and general management services to the Fund. Since its organization on April 28, 1999, Tuckerman has provided investment management services to institutional investors and other mutual funds. As of August 31, 2011, Tuckerman managed approximately $8.3 billion in assets. Tuckerman’s principal business address is 4 International Drive, Suite 230, Rye Brook, NY 10573.

A discussion regarding the basis for the Board’s approval or continuation of the Sub-Advisory Agreement is available in the Trust’s Semi-Annual Report to Shareholders dated December 31, 2010.

In accordance with the Sub-Advisory Agreement between the Adviser and Tuckerman, the Adviser will pay Tuckerman an annual investment sub-advisory fee equal to 0% of average daily net assets up to the first $50 million in net assets and 0.05% thereafter with respect to the SPDR Dow Jones REIT ETF. For the past three fiscal years ended June 30, the Adviser paid the following amounts to Tuckerman for its services:


FUND	2011		2010		2009
SPDR Dow Jones REIT ETF	$	672,173	$	536,639	$	485,141

INVESTMENT SUB-ADVISER- Municipal Bond ETFs

The Adviser has retained Nuveen Asset Management as sub-adviser, to be responsible for the day to day management of the Municipal Bond ETFs’ investments, subject to supervision of the Adviser and the Board. The Adviser provides administrative, compliance and general management services to the Municipal Bond ETFs. Nuveen Asset Management offers advisory and investment management services to a broad range of mutual fund clients and has extensive experience in managing municipal securities. As of September 30, 2011, Nuveen Asset Management managed approximately $101 billion in assets. Nuveen Asset Management’s principal business address is 333 West Wacker Drive, Chicago, Illinois 60606. Nuveen Asset Management is a subsidiary of Nuveen Fund Advisors, Inc., which is a subsidiary of Nuveen Investments, Inc. (“Nuveen Investments”).

On November 13, 2007, Nuveen Investments was acquired by investors led by Madison Dearborn Partners, LLC, which is a private equity investment firm based in Chicago, Illinois (the “MDP Acquisition”).

In accordance with the Sub-Advisory Agreement between the Adviser and Nuveen Asset Management, the Adviser pays Nuveen Asset Management an annual investment sub-advisory fee equal to 45% of the advisory fees paid by the Municipal Bond ETFs to the Adviser after deducting the payments to fund service providers and fund expenses. For the past three fiscal years ended June 30, the Adviser paid the following amounts to Nuveen Asset Management for its services:


FUND	2011			2010			2009
SPDR Nuveen Barclays Capital Municipal Bond ETF	$	552,264		$	133,801	(1)	$	N/A
SPDR Nuveen Barclays Capital California Municipal Bond ETF	$	33,358		$	6,769	(1)	$	N/A
SPDR Nuveen Barclays Capital New York Municipal Bond ETF	$	7,702		$	229	(1)	$	N/A
SPDR Nuveen Barclays Capital Short Term Municipal Bond ETF	$	735,676		$	178,103	(1)	$	N/A
SPDR Nuveen S&P VRDO Municipal ETF	$	3,691		$	350	(1)	$	N/A
SPDRNuveen S&P High Yield Municipal Bond ETF	$	0	(2)	$	N/A		$	N/A
SPDR Nuveen Barclays Capital Build America Bond ETF	$	23,015		$	1,082	(3)	$	N/A


(1)		Nuveen Asset Management became Sub-Adviser of the Fund effective April 1, 2010.

(2)		The Fund commenced operations on April 14, 2011.

(3)		The Fund commenced operations on May 12, 2010.

A discussion regarding the basis for the Board’s approval of the Sub-Advisory Agreement is available in the Trust’s Semi-Annual Report to Shareholders dated December 31, 2010.

INVESTMENT SUB-ADVISER — SPDR Barclays Capital International Corporate Bond ETF and SPDR Barclays Capital Emerging Markets Local Bond ETF

The Adviser has retained SSgA LTD, as sub-adviser, to be responsible for the day to day management of the International Corporate Bond ETF and SPDR Barclays Capital Emerging Markets Local Bond ETF’s investments, subject to supervision of the Adviser and the Board. The Adviser provides administrative, compliance and general management services to the International Corporate Bond ETF and SPDR Barclays Capital Emerging Markets Local Bond ETF. Since 1990, SSgA LTD has been providing investment management services including managing indexed fixed income portfolios. As of June 30, 2011, SSgA LTD managed approximately $311.6 billion in assets. SSgA LTD’s principal business address is 20 Churchill Place, Canary Wharf, London, United Kingdom E14 5HJ.

In accordance with the Sub-Advisory Agreement between the Adviser and SSgA LTD, the Adviser will pay SSgA LTD an annual investment sub-advisory fee equal to 40% of the advisory fees paid by the International Corporate Bond ETF and SPDR Barclays Capital Emerging Markets Local Bond ETF to the Adviser after deducting the payments to fund service providers and fund expenses. For the past three fiscal years ended June 30, the Adviser paid the following amounts to SSgA LTD for its services:


FUND	2011		2010		2009
International Corporate Bond ETF	$	0	$	0	$	N/A
SPDR Barclays Capital Emerging Markets Local Bond ETF	$	0	$	N/A	$	N/A

A discussion regarding the basis for the Board’s approval of the Sub-Advisory Agreement is available in the Trust’s Annual Report to Shareholders dated June 30, 2011.

PORTFOLIO MANAGERS

The Adviser manages the Funds, and Tuckerman manages the Dow Jones REIT ETF, NAM manages the Municipal Bond ETFs, and SSgA LTD manages the International Corporate Bond ETF and SPDR Barclays Capital Emerging Markets Local Bond ETF, using a team of investment professionals. The professionals primarily responsible for the day-to-day portfolio management of each Fund are:


Fund		Portfolio Managers
All Equity ETFs (Excluding the SPDR Dow Jones REIT ETF)		Mike Feehily and John Tucker

SPDR Dow Jones REIT ETF		Amos J. Rogers III and Sophia Banar

SPDR Barclays Capital 1-3 Month T-Bill ETF		Todd Bean, Steve Meier and Jeff St. Peters

SPDR Barclays Capital TIPS ETF SPDR DB International Government Inflation-Protected Bond ETF		David Kobuszewski, Max DeSantis and Allen Kwong


Fund		Portfolio Managers
SPDR Barclays Capital Short Term Treasury ETF SPDR Barclays Capital Intermediate Term Treasury ETF SPDR Barclays Capital Long Term Treasury ETF		Michael Brunell, John Kirby and Karen Tsang

SPDR Barclays Capital Aggregate Bond ETF SPDR Barclays Capital High Yield Bond ETF SPDR Barclays Capital Convertible Securities ETF		Michael Brunell, John Kirby and Max DeSantis

SPDR Barclays Capital Short Term International Treasury Bond ETF SPDR Barclays Capital International Treasury Bond ETF		Michael Brunell, John Kirby and Allen Kwong

Municipal Bond ETFs (except SPDR Nuveen Barclays Capital Build America Bond ETF)		Timothy Ryan and Steven Hlavin

SPDR Nuveen Barclays Capital Build America Bond ETF		Daniel J. Close, Timothy T. Ryan and Steven M. Hlavin

SPDR Barclays Capital Short Term Corporate Bond ETF SPDR Barclays Capital Intermediate Term Corporate Bond ETF SPDR Barclays Capital Long Term Corporate Bond ETF SPDR Barclays Capital Issuer Scored Corporate Bond ETF		John Kirby and Allen Kwong

SPDR Barclays Capital Mortgage Backed Bond ETF		Allen Kwong and Karen Tsang

SPDR Barclays Capital International Corporate Bond ETF		Stephen Yeats and John Philpot

SPDR Barclays Capital Emerging Markets Local Bond ETF		Abhishek Kumar and John Philpot

All ETFs except SPDR Dow Jones REIT ETF, Municipal Bond ETFs, International Corporate Bond ETF and SPDR Barclays Capital Emerging Markets Local Bond ETF. The following table lists the number and types of accounts managed by each of the key professionals involved in the day-to-day portfolio management for each Fund and assets under management in those accounts. The total number of accounts and assets have been allocated to each respective manager. Therefore, some accounts and assets have been counted twice.

Other Accounts Managed as of June 30, 2011


	Registered				Pooled								Total
	Investment		Assets		Investment		Assets				Assets		Assets
Portfolio	Company		Managed		Vehicle		Managed		Other		Managed		Managed
Manager	Accounts		(billions)*		Accounts		(billions)*		Accounts		(billions)*		(billions)*
Mike Feehily		72	$	71.80		253	$	291.87		329	$	303.87	$	667.54
John Tucker		72	$	71.80		253	$	291.87		329	$	303.87	$	667.54
Todd Bean		12	$	94.78		5	$	101.32		16	$	12.13	$	208.23
Steven Meier		12	$	94.78		5	$	101.32		16	$	12.13	$	208.23
Jeff St. Peters		12	$	94.78		5	$	101.32		16	$	12.13	$	208.23
David Kobuszewski		8	$	18.49		69	$	46.87		199	$	94.32	$	159.68
Michael Brunell		8	$	18.49		69	$	46.87		199	$	94.32	$	159.68
John Kirby		8	$	18.49		69	$	46.87		199	$	94.32	$	159.68
Max DeSantis		8	$	18.49		69	$	46.87		199	$	94.32	$	159.68
Allen Kwong		8	$	18.49		69	$	46.87		199	$	94.32	$	159.68
Karen Tsang		8	$	18.49		69	$	46.87		199	$	94.32	$	159.68


*		There are no performance fees associated with these portfolios.

The following table lists the dollar range of Fund Shares beneficially owned by portfolio managers listed above as of June 30, 2011:


Portfolio		Dollar Range of Trust
Manager	Fund	Shares Beneficially Owned
Mike Feehily	None	None
John Tucker	None	None
Todd Bean	None	None
Steven Meier	SPDR S&P Dividend ETF	$10,001 to $50,000
Jeff St. Peters	None	None
David Kobuszewski	None	None
Michael Brunell	None	None
John Kirby	None	None
Max DeSantis	None	None
Allen Kwong	None	None
Karen Tsang	None	None

A portfolio manager that has responsibility for managing more than one account may be subject to potential conflicts of interest because he or she is responsible for other accounts in addition to the Funds. Those conflicts could include preferential treatment of one account over others in terms of: (a) the portfolio manager’s execution of different investment strategies for various accounts; or (b) the allocation of resources or of investment opportunities. The Adviser and Tuckerman have adopted policies and procedures designed to address these potential material conflicts. For instance, portfolio managers are normally responsible for all accounts within a certain investment discipline, and do not, absent special circumstances, differentiate among the various accounts when allocating resources. Additionally, the Adviser, Tuckerman and their advisory affiliates have processes and procedures for allocating investment opportunities among portfolios that are designed to provide a fair and equitable allocation among the portfolio managers’ accounts with the same strategy.

Portfolio managers may manage numerous accounts for multiple clients. These accounts may include registered investment companies, other types of pooled accounts (e.g., collective investment funds), and separate accounts (i.e., accounts managed on behalf of individuals or public or private institutions). Portfolio managers make investment decisions for each account based on the investment objectives and policies and other relevant investment considerations applicable to that portfolio. A potential conflict of interest may arise as a result of the portfolio managers’ responsibility for multiple accounts with similar investment guidelines. Under these circumstances, a potential investment may be suitable for more than one of the portfolio managers’ accounts, but the quantity of the investment available for purchase is less than the aggregate amount the accounts would ideally devote to the opportunity. Similar conflicts may arise when multiple accounts seek to dispose of the same investment. The portfolio managers may also manage accounts whose objectives and policies differ from that of the Funds. These differences may be such that under certain circumstances, trading activity appropriate for one account managed by the portfolio manager may have adverse consequences for another account managed by the portfolio manager. For example, an account may sell a significant position in a security, which could cause the market price of that security to decrease, while a Fund maintained its position in that security.

A potential conflict may arise when the portfolio managers are responsible for accounts that have different advisory fees — the difference in fees could create an incentive for the portfolio manager to favor one account over another, for example, in terms of access to investment opportunities. This conflict may be heightened if an account is subject to a performance-based fee. Another potential conflict may arise when the portfolio manager has an investment in one or more accounts that participate in transactions with other accounts. His or her investment(s) may create an incentive for the portfolio manager to favor one account over another. The Adviser and Tuckerman have adopted policies and procedures reasonably designed to address these potential material conflicts. For instance, portfolio managers are normally responsible for all accounts within a certain investment discipline, and do not, absent special circumstances, differentiate among the various accounts when allocating resources. Additionally, the Adviser and Tuckerman and their advisory affiliates have processes and procedures for allocating investment opportunities among portfolios that are designed to provide a fair and equitable allocation.

The compensation of the Adviser’s investment professionals is based on a number of factors. The first factor considered is external market. Through a compensation survey process, the Adviser seeks to understand what its competitors are paying people to perform similar roles. This data is then used to determine a competitive baseline in the areas of base pay, bonus, and long term incentive (i.e. equity). The second factor taken into consideration is the size of the pool available for this compensation. The Adviser is a part of State Street Corporation, and therefore works within its corporate environment on determining the overall level of its incentive compensation pool. Once determined, this pool is then allocated to the various locations and departments of the Adviser and its affiliates. The discretionary determination of the allocation amounts to these locations and departments is influenced by the competitive market data, as well as the overall performance of the group, and in the case of investment teams, the investment performance of their strategies. The pool is then allocated on a discretionary basis to individual employees based on their individual performance. There is no fixed formula for determining these amounts, nor is anyone’s compensation directly tied to the investment performance or asset value of a product or strategy. The same process is followed in determining incentive equity allocations.

SPDR Dow Jones REIT ETF. The following table lists the number and types of accounts managed by each of the key professionals involved in the day-to-day portfolio management for the SPDR Dow Jones REIT ETF and assets under management in those accounts as of June 30, 2011.


	Registered				Pooled								Total
	Investment		Assets		Investment		Assets				Assets		Assets
	Company		Managed		Vehicle		Managed		Other		Managed		Managed
Portfolio Manager	Accounts		(billions)		Accounts		(billions)		Accounts		(billions)		(billions)
Amos J. Rogers III		7	$	2.9		10	$	1.5		9	$	1.3	$	5.8
Sophia Banar		7	$	2.9		10	$	1.5		9	$	1.3	$	5.8

The following table lists the dollar range of Fund Shares beneficially owned by the portfolio managers of the SPDR Dow Jones REIT ETF as of June 30, 2011:


		Dollar Range of Fund
	Fund	Shares Beneficially Owned
Amos J. Rogers III	None	None
Sophia Banar	None	None

The Tuckerman Groups’ portfolio managers are compensated through an industry competitive fixed base salary and a subjectively determined incentive bonus that is a portion of a bonus pool the aggregate of which is tied to the firm’s income generated by all accounts included within the manager’s investment strategy, including the fund. A portfolio manager is not compensated based on the performance of accounts, except to the extent that positive account performance results in increased investment management fees earned by Tuckerman based on assets under management. Tuckerman bases incentive bonuses on income earned with respect to the investment strategy, rather than on investment performance, because the firm believes that this method aligns the portfolio manager’s interests more closely with the long-term interests of clients. Most senior professionals, including portfolio managers have ownership interests in the firm.

Municipal Bond ETFs. The following table lists the number and types of other accounts managed by each of the key professionals primarily involved in the day-to-day portfolio management for each Municipal Bond ETF and assets under management in those accounts. The total number of accounts and assets have been allocated to each respective manager. Therefore, some accounts and assets have been counted twice.

Other Accounts Managed as of June 30, 2011:


	Registered				Pooled								Total
	Investment		Assets		Investment		Assets				Assets		Assets
Portfolio	Company		Managed		Vehicle		Managed		Other		Managed		Managed
Manager	Accounts		(billions) *		Accounts		(billions) *		Accounts		(billions) *		(billions) *
Daniel J. Close		26	$	5.07		0	$	0		8	$	0.07	$	5.14
Timothy T. Ryan		1	$	0.12		0	$	0		6	$	0.47	$	0.59
Steven M. Hlavin		4	$	0.60		0	$	0		0	$	0	$	0.60


*		There are no performance fees associated with these portfolios.

The following table lists the dollar range of Fund Shares beneficially owned by portfolio managers listed above as of June 30, 2011:


Portfolio		Dollar Range of Trust
Manager	Fund	Shares Beneficially Owned
Daniel J. Close	None	None
Timothy T. Ryan	None	None
Steven M. Hlavin	None	None

Compensation. Portfolio manager compensation at Nuveen Asset Management consists primarily of base pay, an annual cash bonus and long- term incentive payments.

Base pay is determined based upon an analysis of the portfolio manager’s general performance, experience, and market levels of base pay for such position.

The portfolio managers are eligible for an annual cash bonus determined based upon the particular portfolio manager’s performance, experience and market levels of base pay for such position. The maximum potential annual cash bonus is equal to a multiple of base pay.

A portion of each portfolio manager’s annual cash bonus is based on his or her fund’s investment performance, generally measured over the past one- and three-year periods unless the portfolio manager’s tenure is shorter. Investment performance for each fund is determined by evaluating the fund’s performance relative to its benchmark(s) and/or Lipper industry peer group.

Bonus amounts can also be influenced by factors other than investment performance. These other factors are more subjective and are based on evaluations by each portfolio manager’s supervisor and reviews submitted by his or her peers. These reviews and evaluations often take into account a number of factors, including the portfolio manager’s effectiveness in communicating investment performance to shareholders and their advisors, his or her contribution to Nuveen Asset Management’s investment process and to the execution of investment strategies consistent with risk guidelines, his or her participation in asset growth, and his or her compliance with Nuveen Asset Management’s policies and procedures.

Investment performance is measured on a pre-tax basis, gross of fees for a Fund’s results and for its Lipper industry peer group.

Certain key employees of Nuveen Investments and its affiliates, including certain portfolio managers, have received equity interests in the parent company of Nuveen Investments which entitle their holders to participate in the appreciation in the value of Nuveen Investments. In addition, certain key employees of Nuveen Asset Management, including certain portfolio managers, have received profits interests in Nuveen Asset Management which entitle their holders to participate in the firm’s growth over time.

Material Conflicts of Interest. Each portfolio manager’s simultaneous management of the registrant and the other accounts noted above may present actual or apparent conflicts of interest with respect to the allocation and aggregation of securities orders placed on behalf of the Registrant and the other account. Nuveen Asset Management, however, believes that such potential conflicts are mitigated by the fact that the Nuveen Asset Management has adopted several policies that address potential conflicts of interest, including best execution and trade allocation policies that are designed to ensure (1) that portfolio management is seeking the best price for portfolio securities under the circumstances, (2) fair and equitable allocation of investment opportunities among accounts over time and (3) compliance with applicable regulatory requirements. All accounts are to be treated in a non-preferential manner, such that allocations are not based upon account performance, fee structure or preference of the portfolio manager, although the allocation procedures may provide allocation preferences to funds with special characteristics (such as favoring state funds versus national funds for allocations of in-state bonds). In addition, Nuveen Asset Management has adopted a Code of Conduct that sets forth policies regarding conflicts of interest

International Corporate Bond ETF and SPDR Barclays Capital Emerging Markets Local Bond ETF. The following table lists the number and types of other accounts managed by each of the key professionals primarily involved in the day-to-day portfolio management for the International Corporate Bond ETF and SPDR Barclays Capital Emerging Markets Local Bond ETF and assets under management in those accounts. The total number of accounts and assets have been allocated to each respective manager. Therefore, some accounts and assets have been counted twice.

Other Accounts Managed as of June 30, 2011:


	Registered				Pooled								Total
	Investment		Assets		Investment		Assets				Assets		Assets
Portfolio	Company		Managed		Vehicle		Managed		Other		Managed		Managed
Manager	Accounts		(billions) *		Accounts		(billions) *		Accounts		(billions) *		(billions) *
Stephen Yeats		0		0		3	$	0.47		4	$	1.77	$	2.24
John Philpot		5	$	5.12		1	$	0.01		13	$	5.59	$	10.71
Abhishek Kumar		2	$	2.61		2	$	0.07		4	$	1.83	$	4.51


*		There are no performance fees associated with these portfolios.

The following table lists the dollar range of Fund Shares beneficially owned by the portfolio managers of the International Corporate Bond ETF and SPDR Barclays Capital Emerging Markets Local Bond ETF as of June 30, 2011:


		Dollar Range of Fund
		Shares Beneficially Owned
Stephen Yeats		None
John Philpot		None
Abhishek Kumar		None

The compensation of SSgA LTD’s investment professionals is based on a number of factors. The first factor considered is external market. Through a compensation survey process, the Adviser seeks to understand what its competitors are paying people to perform similar roles. This data is then used to determine a competitive baseline in the areas of base pay, bonus, and long term incentive (i.e. equity). The second factor taken into consideration is the size of the pool available for this compensation. SSgA LTD is a part of State Street Corporation, and therefore works within its corporate environment on determining the overall level of its incentive compensation pool. Once determined, this pool is then allocated to the various locations and departments of the Adviser and its

affiliates. The discretionary determination of the allocation amounts to these locations and departments is influenced by the competitive market data, as well as the overall performance of the group. The pool is then allocated on a discretionary basis to individual employees based on their individual performance. There is no fixed formula for determining these amounts, nor is anyone’s compensation directly tied to the investment performance or asset value of a product or strategy. The same process is followed in determining incentive equity allocations.

A portfolio manager that has responsibility for managing more than one account may be subject to potential conflicts of interest because he or she is responsible for other accounts in addition to the fund. Those conflicts could include preferential treatment of one account over others in terms of: (a) the portfolio manager’s execution of different investment strategies for various accounts; or (b) the allocation of resources or of investment opportunities. SSgA LTD has adopted policies and procedures designed to address these potential material conflicts. For instance, portfolio managers are normally responsible for all accounts within a certain investment discipline, and do not, absent special circumstances, differentiate among the various accounts when allocating resources. Additionally, SSgA LTD and its advisory affiliates have processes and procedures for allocating investment opportunities among portfolios that are designed to provide a fair and equitable allocation among the portfolio manager’s accounts with the same strategy.

Portfolio managers may manage numerous accounts for multiple clients. These accounts may include registered investment companies, other types of pooled accounts (e.g., collective investment funds), and separate accounts (i.e., accounts managed on behalf of individuals or public or private institutions). Portfolio managers make investment decisions for each account based on the investment objectives and policies and other relevant investment considerations applicable to that portfolio. A potential conflict of interest may arise as a result of the portfolio managers’ responsibility for multiple accounts with similar investment guidelines. Under these circumstances, a potential investment may be suitable for more than one of the portfolio managers’ accounts, but the quantity of the investment available for purchase is less than the aggregate amount the accounts would ideally devote to the opportunity. Similar conflicts may arise when multiple accounts seek to dispose of the same investment. The portfolio managers may also manage accounts whose objectives and policies differ from that of the Fund. These differences may be such that under certain circumstances, trading activity appropriate for one account managed by the portfolio manager may have adverse consequences for another account managed by the portfolio manager. For example, an account may sell a significant position in a security, which could cause the market price of that security to decrease, while the Fund maintained its position in that security.

A potential conflict may arise when portfolio managers are responsible for accounts that have different advisory fees — the difference in fees could create an incentive for the portfolio manager to favor one account over another, for example, in terms of access to investment opportunities. This conflict may be heightened if an account is subject to a performance-based fee. Another potential conflict may arise when the portfolio manager has an investment in one or more accounts that participate in transactions with other accounts. His or her investment(s) may create an incentive for the portfolio manager to favor one account over another. SSgA LTD has adopted policies and procedures reasonably designed to address these potential material conflicts. For instance, portfolio managers are normally responsible for all accounts within a certain investment discipline, and do not, absent special circumstances, differentiate among the various accounts when allocating resources. Additionally, SSgA LTD and its advisory affiliates have processes and procedures for allocating investment opportunities among portfolios that are designed to provide a fair and equitable allocation.

THE ADMINISTRATOR, CUSTODIAN AND TRANSFER AGENT

State Street, State Street Financial Center, One Lincoln Street, Boston, Massachusetts 02111, serves as Administrator for the Trust pursuant to an administration agreement (“Administration Agreement”). Under the Administration Agreement, State Street is responsible for certain administrative services associated with day-to-day operations of the Funds.

Pursuant to the Administration Agreement, the Trust has agreed to a limitation on damages and to indemnify the Administrator for certain liabilities, including certain liabilities arising under the federal securities laws; provided, however, such indemnity of the Administrator shall not apply in the case of the Administrator’s negligence or willful misconduct in the performance of its duties. Under the Custodian Agreement and Transfer Agency Agreement, as described below, the Trust has also provided indemnities to State Street for certain liabilities.

State Street also serves as Custodian for each Fund pursuant to a custodian agreement (“Custodian Agreement”). As Custodian, State Street holds each Fund’s assets, calculates the net asset value of the Shares and calculates net income and realized capital gains or losses. State Street and the Trust will comply with the self-custodian provisions of Rule 17f-2 under the 1940 Act.

State Street also serves as Transfer Agent of each Fund pursuant to a transfer agency agreement (“Transfer Agency Agreement”).

Compensation. As compensation for its services under the Administration Agreement, the Custodian Agreement, and Transfer Agency Agreement, State Street shall receive a fee for its services, calculated based on the average aggregate net assets of the Trusts, as follows: 0.045% on the first $4.5 billion, 0.040% on the next $4.5 billion, and 0.0225% on the next $3.5 billion, and 0.0125% thereafter. For each Fund, after the first six months of operations, a $75,000 minimum fee per Fund applies. The greater of the minimum fee or the asset based fee will be charged. In addition, State Street shall receive global safekeeping and transaction fees, which are calculated on a per-country basis, in-kind creation (purchase) and redemption transaction fees (as described below) and revenue on certain cash balances. State Street may be reimbursed by a Fund for its out-of-pocket expenses. The Investment Advisory Agreement provides that the Adviser will pay certain operating expenses of the Trust, including the fees due to State Street under each of the Administration Agreement, the Custodian Agreement and the Transfer Agency Agreement.

THE DISTRIBUTOR

State Street Global Markets, LLC is the principal underwriter and Distributor of Shares. Its principal address is State Street Financial Center, One Lincoln Street, Boston, Massachusetts 02111. Investor information can be obtained by calling 1-866-787-2257. The Distributor has entered into a distribution agreement (“Distribution Agreement”) with the Trust pursuant to which it distributes Shares of each Fund. The Distribution Agreement will continue for two years from its effective date and is renewable annually thereafter. Shares will be continuously offered for sale by the Trust through the Distributor only in Creation Units, as described in the Prospectus and below under “PURCHASE AND REDEMPTION OF CREATION UNITS.” Shares in less than Creation Units are not distributed by the Distributor. The Distributor will deliver the Prospectus to persons purchasing Creation Units and will maintain records of both orders placed with it and confirmations of acceptance furnished by it. The Distributor is a broker-dealer registered under the Securities Exchange Act of 1934 (the “Exchange Act”) and a member of the Financial Industry Regulatory Authority (“FINRA”). The Distributor has no role in determining the investment policies of the Trust or which securities are to be purchased or sold by the Trust. The Distributor may assist Authorized Participants (as defined below) in assembling shares to purchase Creation Units or upon redemption, for which it may receive commissions or other fees from such Authorized Participants. The Distributor also receives compensation from State Street Bank for providing on-line creation and redemption functionality to Authorized Participants through its Fund Connect application.

The Adviser or Distributor, or an affiliate of the Adviser or Distributor, may directly or indirectly make cash payments to certain broker-dealers for participating in activities that are designed to make registered representatives and other professionals more knowledgeable about exchange traded products, including the Funds, or for other activities, such as participation in marketing activities and presentations, educational training programs, conferences, the development of technology platforms and reporting systems. Payments to a broker-dealer or intermediary may create potential conflicts of interest between the broker-dealer or intermediary and its clients. These amounts, which may be significant, are paid by the Adviser and/or Distributor from their own resources and not from the assets of the Funds.

Each Fund, except for the SPDR Dow Jones Total Market ETF, has adopted a Distribution and Service (Rule 12b-1) Plan (a “Plan”) pursuant to which payments of up to 0.25% may be made. No payments pursuant to the Plan will be made during the next twelve (12) months of operation. Under its terms, the Plan remains in effect from year to year, provided such continuance is approved annually by vote of the Board, including a majority of the “Independent Trustees” (Trustees who are not interested persons of the Funds (as defined in the 1940 Act) and have no direct or indirect financial interest in the operation of the Plan or any agreement related to the Plan). The Plan may not be amended to increase materially the amount to be spent for the services provided by the Distributor without approval by the shareholders of the relevant Fund to which the Plan applies, and all material amendments of the Plan also require Board approval (as described above). The Plan may be terminated at any time, without penalty, by vote of a majority of the Independent Trustees, or, by a vote of a majority of the outstanding voting securities of a Fund (as such vote is defined in the 1940 Act). Pursuant to the Distribution Agreement, the Distributor will provide the Board with periodic reports of any amounts expended under the Plan and the purpose for which such expenditures were made.

The Distribution Agreement provides that it may be terminated at any time, without the payment of any penalty, as to a Fund: (i) by vote of a majority of the Independent Trustees or (ii) by vote of a majority (as defined in the 1940 Act) of the outstanding voting securities of the Fund, on at least 60 days written notice to the Distributor. The Distribution Agreement is also terminable upon 60 days’ notice by the Distributor and will terminate automatically in the event of its assignment (as defined in the 1940 Act).

entity that is a party to an investor services agreement) (“Investor Services Agreements”). No such Investor Services Agreements will be entered into during the first twelve months of operation. Each Investor Services Agreement will be a “related agreement” under the Plan. No Investor Services Agreement will provide for annual fees of more than 0.25% of a Fund’s average daily net assets per annum attributable to Shares subject to such agreement.

Subject to an aggregate limitation of 0.25% of a Fund’s average net assets per annum, the fees paid by the Fund under the Plan will be compensation for distribution, investor services or marketing services for the Fund. To the extent the Plan fees aggregate less than 0.25% per annum of the average daily net assets of a Fund, the Fund may also reimburse the Distributor and other persons for their respective costs incurred in printing prospectuses and producing advertising or marketing material prepared at the request of the Fund. The aggregate payments under the Plan will not exceed, on an annualized basis, 0.25% of average daily net assets of a Fund.

The continuation of the Distribution Agreement, any Investor Services Agreements and any other related agreements is subject to annual approval of the Board, including by a majority of the Independent Trustees, as described above.

Each of the Investor Services Agreements will provide that it may be terminated at any time, without the payment of any penalty, (i) by vote of a majority of the Independent Trustees or (ii) by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the relevant Fund, on at least 60 days’ written notice to the other party. Each of the Distribution Agreement and the Investor Services Agreements is also terminable upon 60 days’ notice by the Distributor and will terminate automatically in the event of its assignment (as defined in the 1940 Act). Each Investor Services Agreement is also terminable by the applicable Investor Service Organization upon 60 days’ notice to the other party thereto.

The allocation among the Funds of fees and expenses payable under the Distribution Agreement and the Investor Services Agreements will be made pro rata in accordance with the daily net assets of the respective Funds.

The Distributor may also enter into agreements with securities dealers (“Soliciting Dealers”) who will solicit purchases of Creation Unit aggregations of Fund Shares. Such Soliciting Dealers may also be Participating Parties (as defined in the “Book Entry Only System” section below), DTC Participants (as defined below) and/or Investor Services Organizations.

Pursuant to the Distribution Agreement, the Trust has agreed to indemnify the Distributor, and may indemnify Soliciting Dealers and Authorized Participants (as described below) entering into agreements with the Distributor, for certain liabilities, including certain liabilities arising under the federal securities laws, unless such loss or liability results from willful misfeasance, bad faith or gross negligence in the performance of its duties or the reckless disregard of its obligations and duties under the Distribution Agreement or other agreement, as applicable.

BROKERAGE TRANSACTIONS

The policy of the Trust regarding purchases and sales of securities for each Fund is that primary consideration will be given to obtaining the most favorable prices and efficient executions of transactions. Consistent with this policy, when securities transactions are effected on a stock exchange, the Trust’s policy is to pay commissions which are considered fair and reasonable without necessarily determining that the lowest possible commissions are paid in all circumstances. The Trust believes that a requirement always to seek the lowest possible commission cost could impede effective portfolio management and preclude a Fund and the Adviser from obtaining a high quality of brokerage and research services. In seeking to determine the reasonableness of brokerage commissions paid in any transaction, the Adviser relies upon its experience and knowledge regarding commissions generally charged by various brokers and on its judgment in evaluating the brokerage and research services received from the broker effecting the transaction. Such determinations are necessarily subjective and imprecise, as in most cases an exact dollar value for those services is not ascertainable. The Trust has adopted policies and procedures that prohibit the consideration of sales of a Fund’s Shares as a factor in the selection of a broker or dealer to execute its portfolio transactions.

In selecting a broker/dealer for each specific transaction, the Adviser chooses the broker/dealer deemed most capable of providing the services necessary to obtain the most favorable execution. The Adviser considers the full range of brokerage services applicable to a particular transaction that may be considered when making this judgment, which may include, but is not limited to: liquidity, price, commission, timing, aggregated trades, capable floor brokers or traders, competent block trading coverage, ability to position, capital strength and stability, reliable and accurate communications and settlement processing, use of automation, knowledge of other buyers or sellers, arbitrage skills, administrative ability, underwriting and provision of information on a particular security or market in which the transaction is to occur. The specific criteria will vary depending upon the nature of the transaction, the market in which it is

executed, and the extent to which it is possible to select from among multiple broker/dealers. The Adviser will also use electronic crossing networks when appropriate.

The Adviser does not currently use the Funds’ assets for, or participate in, third party soft dollar arrangements, although the Adviser may receive proprietary research from various full service brokers, the cost of which is bundled with the cost of the broker’s execution services. The Adviser does not “pay up” for the value of any such proprietary research. The Adviser may aggregate trades with clients of SSgA, whose commission dollars may be used to generate soft dollar credits for SSgA. Although the Adviser’s clients’ commissions are not used for third party soft dollars, the Adviser’s and SSgA’s clients may benefit from the soft dollar products/services received by SSgA.

The Adviser assumes general supervision over placing orders on behalf of the Trust for the purchase or sale of portfolio securities. If purchases or sales of portfolio securities of the Trust and one or more other investment companies or clients supervised by the Adviser are considered at or about the same time, transactions in such securities are allocated among the several investment companies and clients in a manner deemed equitable and consistent with its fiduciary obligations to all by the Adviser. In some cases, this procedure could have a detrimental effect on the price or volume of the security so far as the Trust is concerned. However, in other cases, it is possible that the ability to participate in volume transactions and to negotiate lower brokerage commissions will be beneficial to the Trust. The primary consideration is prompt execution of orders at the most favorable net price.

The Funds will not deal with affiliates in principal transactions unless permitted by exemptive order or applicable rule or regulation.

The table below shows the aggregate dollar amount of brokerage commissions paid by the Equity ETFs for the fiscal years ended June 30. None of the brokerage commissions paid were paid to affiliated brokers and the Fixed Income ETFs did not pay any brokerage commissions. Brokerage commissions paid by a Fund may be substantially different from year to year for multiple reasons, including market volatility and the demand for a particular Fund.


FUND*	2011		2010		2009
SPDR Dow Jones Total Market ETF	$	3,996	$	2,484	$	11,495
SPDR Dow Jones Large Cap ETF	$	83	$	586	$	412
SPDR S&P 500 Growth ETF	$	88	$	486	$	3,845
SPDR S&P 500 Value ETF	$	569	$	5,263	$	2,410
SPDR Dow Jones Mid Cap ETF	$	392	$	339	$	387
SPDR S&P 400 Mid Cap Growth ETF	$	1,100	$	913	$	254
SPDR S&P 400 Mid Cap Value ETF	$	228	$	212	$	369
SPDR S&P 600 Small Cap ETF	$	244	$	182	$	602
SPDR S&P 600 Small Cap Growth ETF	$	3,123	$	1,620	$	1,880
SPDR S&P 600 Small Cap Value ETF	$	1,904	$	930	$	2,768
SPDR Global Dow ETF	$	51,904	$	1,324	$	2,185
SPDR Dow Jones REIT ETF	$	54,001	$	21,899	$	19,810
SPDR S&P Bank ETF	$	8,938	$	11,553	$	98,355
SPDR S&P Capital Markets ETF	$	444	$	102	$	9,658
SPDR S&P Insurance ETF	$	981	$	1,107	$	2,372
SPDR S&P Mortgage Finance ETF**	$	220	$	360	$	16
SPDR S&P Regional Banking ETF	$	22,014	$	33,100	$	82,318
SPDR Morgan Stanley Technology ETF	$	1,101	$	4,867	$	5,162
SPDR S&P Dividend ETF	$	74,902	$	292,462	$	530,308
SPDR S&P Biotech ETF	$	24,008	$	10,161	$	174,847
SPDR S&P Health Care Equipment ETF***	$	38		N/A		N/A
SPDR S&P Homebuilders ETF	$	6,219	$	102,951	$	822,644
SPDR S&P Metals & Mining ETF	$	9,325	$	1,592	$	212,864
SPDR S&P Oil & Gas Equipment & Services ETF	$	3,854	$	1,232	$	17,165
SPDR S&P Oil & Gas Exploration & Production ETF	$	15,028	$	1,591	$	29,099
SPDR S&P Pharmaceuticals ETF	$	3,147	$	657	$	11,856
SPDR S&P Retail ETF	$	7,662	$	5,839	$	154,352
SPDR S&P Semiconductor ETF	$	583	$	1,406	$	15,588
SPDR S&P Telecom ETF***	$	38		N/A		N/A
SPDR S&P Transportation ETF***	$	0		N/A		N/A
SPDR Wells Fargo Preferred Stock ****	$	22,908	$	13,343		N/A


*		Equity ETFs not listed in the table above had not commenced operations as of June 30, 2011.

**		The Fund commenced operations on April 29, 2009.

***		The Fund commenced operations on January 26, 2011.

****		The Fund commenced operations on September 16, 2009.

Securities of “Regular Broker-Dealer.” Each Fund is required to identify any securities of its “regular brokers and dealers” (as such term is defined in the 1940 Act) which it may hold at the close of its most recent fiscal year. “Regular brokers or dealers” of the Trust are the ten brokers or dealers that, during the most recent fiscal year: (i) received the greatest dollar amounts of brokerage commissions from the Trust’s portfolio transactions; (ii) engaged as principal in the largest dollar amounts of portfolio transactions of the Trust; or (iii) sold the largest dollar amounts of the Trust’s shares.

Holdings in Shares of Regular Broker-Dealers as of June 30, 2011.


Citigroup, Inc.	$	48,261,228
Bank of America Corp.	$	36,843,843
The Goldman Sachs Group, Inc.	$	16,334,574
JP Morgan Chase & Co.	$	15,534,935
Morgan Stanley & Co., Inc.	$	15,112,243
Credit Suisse AG	$	10,577,346
Merrill Lynch & Co., Inc.	$	8,803,687
Deutsche Bank	$	7,153,710
Barclays Capital	$	6,143,862
UBS Securities LLC	$	4,248,176

Portfolio turnover may vary from year to year, as well as within a year. High turnover rates are likely to result in comparatively greater brokerage expenses or transaction costs. The portfolio turnover rate for each Fund is expected to be under 100%, except with respect to the SPDR Barclays Capital Aggregate Bond ETF, SPDR Barclays Capital 1-3 Month T-Bill ETF and SPDR Barclays Capital Mortgage Backed Bond ETF which may experience significantly higher turnover. Funds may also experience higher portfolio turnover when migrating to a different benchmark index. The overall reasonableness of brokerage commissions and transaction costs is evaluated by the Adviser based upon its knowledge of available information as to the general level of commissions and transaction costs paid by other institutional investors for comparable services.

BOOK ENTRY ONLY SYSTEM

The following information supplements and should be read in conjunction with the section in the Prospectus entitled “ADDITIONAL PURCHASE AND SALE INFORMATION.”

The Depository Trust Company (“DTC”) acts as securities depositary for the Shares. Shares of each Fund are represented by securities registered in the name of DTC or its nominee, Cede & Co., and deposited with, or on behalf of, DTC. Except in the limited circumstance provided below, certificates will not be issued for Shares.

DTC, a limited-purpose trust company, was created to hold securities of its participants (the “DTC Participants”) and to facilitate the clearance and settlement of securities transactions among the DTC Participants in such securities through electronic book-entry changes in accounts of the DTC Participants, thereby eliminating the need for physical movement of securities certificates. DTC Participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations, some of whom (and/or their representatives) own DTC. More specifically, DTC is owned by a number of its DTC Participants and by the New York Stock Exchange (“NYSE”) and the FINRA. Access to the DTC system is also available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a DTC Participant, either directly or indirectly (the “Indirect Participants”).

Beneficial ownership of Shares is limited to DTC Participants, Indirect Participants and persons holding interests through DTC Participants and Indirect Participants. Ownership of beneficial interests in Shares (owners of such beneficial interests are referred to herein as “Beneficial Owners”) is shown on, and the transfer of ownership is effected only through, records maintained by DTC (with respect to DTC Participants) and on the records of DTC Participants (with respect to Indirect Participants and Beneficial Owners that are not DTC Participants). Beneficial Owners will receive from or through the DTC Participant a written confirmation relating to their purchase of Shares.

Conveyance of all notices, statements and other communications to Beneficial Owners is effected as follows. Pursuant to the Depositary Agreement between the Trust and DTC, DTC is required to make available to the Trust upon request and for a fee to be charged to the Trust a listing of the Shares of each Fund held by each DTC Participant. The Trust, either directly or through a third party service, shall inquire of each such DTC Participant as to the number of Beneficial Owners holding Shares, directly or indirectly, through such DTC Participant. The Trust, either directly or through a third party service, shall provide each such DTC Participant with copies of such notice, statement or other communication, in such form, number and at such place as such DTC Participant may reasonably request, in order that such notice, statement or communication may be transmitted by such DTC Participant, directly or indirectly, to such Beneficial Owners. In addition, the Trust shall pay to each such DTC Participant and/or third party service a fair and reasonable amount as reimbursement for the expenses attendant to such transmittal, all subject to applicable statutory and regulatory requirements.

Share distributions shall be made to DTC or its nominee, Cede & Co., as the registered holder of all Shares. DTC or its nominee, upon receipt of any such distributions, shall credit immediately DTC Participants’ accounts with payments in amounts proportionate to their respective beneficial interests in Shares of a Fund as shown on the records of DTC or its nominee. Payments by DTC Participants to Indirect Participants and Beneficial Owners of Shares held through such DTC Participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in a “street name,” and will be the responsibility of such DTC Participants.

The Trust has no responsibility or liability for any aspects of the records relating to or notices to Beneficial Owners, or payments made on account of beneficial ownership interests in such Shares, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests or for any other aspect of the relationship between DTC and the DTC Participants or the relationship between such DTC Participants and the Indirect Participants and Beneficial Owners owning through such DTC Participants.

DTC may determine to discontinue providing its service with respect to Shares at any time by giving reasonable notice to the Trust and discharging its responsibilities with respect thereto under applicable law. Under such circumstances, the Trust shall take action either to find a replacement for DTC to perform its functions at a comparable cost or, if such a replacement is unavailable, to issue and deliver printed certificates representing ownership of Shares, unless the Trust makes other arrangements with respect thereto satisfactory to the Exchange.

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

Although the Funds do not have information concerning their beneficial ownership held in the names of DTC Participants, as of October 7, 2011, the names, addresses and percentage ownership of each DTC Participant that owned of record 5% or more of the outstanding Shares of the Funds were as follows:


		Percentage
		of
Fund	Name and Address	Ownership
SPDR Dow Jones Total Market ETF	National Financial Services Corporation		34.34	%
	200 Liberty Street
	New York, NY 10281

	Schwab (Charles) & Co., Inc.		11.77	%
	101 Montgomery Street
	San Francisco, CA 94101

	Merrill Lynch, Pierce, Fenner & Smith Inc.*		8.12	%
	101 Hudson Street
	Jersey City, NJ 07302

	Northern Trust Company (The)		5.76	%
	50 South LaSalle Street
	Chicago, IL 60675

SPDR Dow Jones Large Cap ETF	Schwab (Charles) & Co., Inc.		53.74	%
	101 Montgomery Street
	San Francisco, CA 94101

	National Financial Services Corporation		10.21	%


		Percentage
		of
Fund	Name and Address	Ownership
	200 Liberty Street
	New York, NY 10281

	Pershing LLC		7.17	%
	One Pershing Plaza
	Jersey City, NJ 07399

SPDR S&P 500 Growth ETF	Schwab (Charles) & Co., Inc.		39.17	%
	101 Montgomery Street
	San Francisco, CA 94101

	National Financial Services Corporation		11.29	%
	200 Liberty Street
	New York, NY 10281

	Merrill Lynch, Pierce, Fenner & Smith Inc.		9.90	%
	101 Hudson Street
	Jersey City, NJ 07302

	LPL Financial Corporation		8.73	%
	9785 Towne Centre Drive
	San Diego, CA 92121

SPDR S&P 500 Value ETF	Northern Trust Company (The)		38.24	%
	50 South LaSalle Street
	Chicago, IL 60675

	Schwab (Charles) & Co., Inc.		15.02	%
	101 Montgomery Street
	San Francisco, CA 94101

	Merrill Lynch, Pierce, Fenner & Smith Inc.		10.58	%
	101 Hudson Street
	Jersey City, NJ 07302

	National Financial Services Corporation		5.57	%
	200 Liberty Street
	New York, NY 10281

SPDR Dow Jones Mid Cap ETF	Schwab (Charles) & Co., Inc.		20.77	%
	101 Montgomery Street
	San Francisco, CA 94101

	Merrill Lynch, Pierce, Fenner & Smith Inc.		13.37	%
	101 Hudson Street
	Jersey City, NJ 07302

	First Clearing L.L.C.		11.75	%
	Riverfront Plaza, 901 East Byrd Street
	Richmond, VA 23219

	National Financial Services Corporation		7.76	%
	200 Liberty Street
	New York, NY 10281

	Merrill Lynch, Pierce, Fenner & Smith Inc.		7.35	%
	101 Hudson Street
	Jersey City, NJ 07302

	The Bank of New York Mellon		5.88	%


		Percentage
		of
Fund	Name and Address	Ownership
	One Wall Street, 5^th Floor
	New York, NY 10286

	Pershing LLC		5.01	%
	One Pershing Plaza
	Jersey City, NJ 07399

SPDR S&P 400 Mid Cap Growth ETF	LPL Financial Corporation		26.77	%
	9785 Towne Centre Drive
	San Diego, CA 92121

	TD Ameritrade Clearing, Inc.		11.24	%
	4211 South 102nd Street
	Omaha, NE 68127

	National Financial Services Corporation		10.59	%
	200 Liberty Street
	New York, NY 10281

	Schwab (Charles) & Co., Inc.		8.95	%
	101 Montgomery Street
	San Francisco, CA 94101

	First Clearing L.L.C.		7.88	%
	Riverfront Plaza, 901 East Byrd Street
	Richmond, VA 23219

SPDR S&P 400 Mid Cap Value ETF	Merrill Lynch, Pierce, Fenner & Smith Inc.		17.04	%
	101 Hudson Street
	Jersey City, NJ 07302

	Timber Hill LLC		11.37	%
	Two Pickwick Plaza
	Greenwich, CT 06830

	TD Ameritrade Clearing, Inc.		10.78	%
	4211 South 102nd Street
	Omaha, NE 68127

	Schwab (Charles) & Co., Inc.		7.91	%
	101 Montgomery Street
	San Francisco, CA 94101

	JPMorgan Chase Bank, National Association		5.77	%
	14201 Dallas Parkway
	Chase International Plaza
	Dallas, TX 75254

	UBS Financial Services Inc.		5.51	%
	1000 Harbor Boulevard
	Weehawken, NJ 07086

	Morgan Stanley Smith Barney LLC		5.02	%
	1 Harborside Financial Center, Plaza II
	Jersey City, NJ 07311

SPDR S&P 600 Small Cap ETF	National Financial Services Corporation		19.38	%
	200 Liberty Street
	New York, NY 10281


		Percentage
		of
Fund	Name and Address	Ownership
	Schwab (Charles) & Co., Inc.		12.64	%
	101 Montgomery Street
	San Francisco, CA 94101

	First Clearing L.L.C.		10.81	%
	Riverfront Plaza, 901 East Byrd Street
	Richmond, VA 23219

	TD Ameritrade Clearing, Inc.		8.88	%
	4211 South 102nd Street
	Omaha, NE 68127

	Pershing LLC		7.75	%
	One Pershing Plaza
	Jersey City, NJ 07399

	UBS Financial Services Inc.		6.84	%
	1000 Harbor Boulevard
	Weehawken, NJ 07086

	Merrill Lynch, Pierce, Fenner & Smith Inc.		6.46	%
	101 Hudson Street
	Jersey City, NJ 07302

SPDR S&P 600 Small Cap Growth ETF	Schwab (Charles) & Co., Inc.		23.34	%
	101 Montgomery Street
	San Francisco, CA 94101

	LPL Financial Corporation		11.60	%
	9785 Towne Centre Drive
	San Diego, CA 92121

	National Financial Services Corporation		10.69	%
	200 Liberty Street
	New York, NY 10281

	TD Ameritrade Clearing, Inc.		5.90	%
	4211 South 102nd Street
	Omaha, NE 68127

	First Clearing L.L.C.		5.67	%
	Riverfront Plaza, 901 East Byrd Street
	Richmond, VA 23219

	Merrill Lynch, Pierce, Fenner & Smith Inc.		5.38	%
	101 Hudson Street
	Jersey City, NJ 07302

SPDR S&P 600 Small Cap Value ETF	Schwab (Charles) & Co., Inc.		15.00	%
	101 Montgomery Street
	San Francisco, CA 94101

	National Financial Services Corporation		14.68	%
	200 Liberty Street
	New York, NY 10281

	TD Ameritrade Clearing, Inc.		8.30	%
	4211 South 102nd Street
	Omaha, NE 68127


		Percentage
		of
Fund	Name and Address	Ownership
	Raymond James & Associates, Inc.		6.50	%
	880 Carillon Parkway
	St. Petersburg, FL 33733

	Pershing LLC		6.14	%
	One Pershing Plaza
	Jersey City, NJ 07399

SPDR Global Dow ETF	Brown Brothers Harriman & Co.		18.35	%
	525 Washington Blvd.
	Jersey City, NJ 07310

	Merrill Lynch, Pierce, Fenner & Smith Inc.		12.75	%
	101 Hudson Street
	Jersey City, NJ 07302

	National Financial Services Corporation		8.64	%
	200 Liberty Street
	New York, NY 10281

	Schwab (Charles) & Co., Inc.		6.31	%
	101 Montgomery Street
	San Francisco, CA 94101

SPDR Dow Jones REIT ETF	Schwab (Charles) & Co., Inc.		18.00	%
	101 Montgomery Street
	San Francisco, CA 94101

	Wells Fargo Bank, National Association		12.11	%
	733 Marquette Avenue South
	Minneapolis, MN 55479

	National Financial Services Corporation		9.19	%
	200 Liberty Street
	New York, NY 10281

	Pershing LLC		6.28	%
	One Pershing Plaza
	Jersey City, NJ 07399

	TD Ameritrade Clearing, Inc.		5.09	%
	4211 South 102^nd Street
	Omaha, NE 68127

SPDR S&P Bank ETF	Goldman, Sachs & Co.		21.74	%
	180 Maiden Lane
	New York, NY 10038

	Schwab (Charles) & Co., Inc.		9.14	%
	101 Montgomery Street
	San Francisco, CA 94101

	Citibank, N.A.		7.25	%
	3800 Citigroup Center Tampa
	Tampa, FL 33610

	Brown Brothers Harriman & Co.		7.18	%


		Percentage
		of
Fund	Name and Address	Ownership
	525 Washington Blvd.
	Jersey City, NJ 07310

SPDR S&P Capital Markets ETF	Janney Montgomery Scott LLC		17.85	%
	1801 Market Street, 9^th Floor
	Philadelphia, PA 19103

	Schwab (Charles) & Co., Inc.		13.66	%
	101 Montgomery Street
	San Francisco, CA 94101

	Credit Suisse Securities (USA) LLC		11.91	%
	One Madison Avenue, Third Floor
	New York, NY 10010

	National Financial Services Corporation		9.53	%
	200 Liberty Street
	New York, NY 10281

	Citigroup Global Markets, Inc.		6.10	%
	388 Greenwich Street
	New York, NY 10013

	Merrill Lynch, Pierce, Fenner & Smith Inc.		5.21	%
	101 Hudson Street
	Jersey City, NJ 07302

SPDR S&P Insurance ETF	Credit Suisse Securities (USA) LLC		15.04	%
	One Madison Avenue, Third Floor
	New York, NY 10010

	Brown Brothers Harriman & Co.		13.60	%
	525 Washington Blvd.
	Jersey City, NJ 07310

	JPMorgan Chase Bank, National Association		7.08	%
	14201 Dallas Parkway
	Chase International Plaza
	Dallas, TX 75254

	Citigroup Global Markets, Inc.		7.05	%
	388 Greenwich Street
	New York, NY 10013

	Goldman, Sachs & Co.		6.48	%
	180 Maiden Lane
	New York, NY 10038

	Commonwealth Equity Services, L.L.P.		6.01	%
	29 Sawyer Road
	Waltham, MA 02453

	Schwab (Charles) & Co., Inc.		5.91	%
	101 Montgomery Street
	San Francisco, CA 94101

	Citibank, N.A.		5.25	%
	3800 Citigroup Center Tampa
	Tampa, FL 33610


		Percentage
		of
Fund	Name and Address	Ownership
SPDR S&P Mortgage Finance ETF	Merrill Lynch, Pierce, Fenner & Smith Inc.		46.91	%
	101 Hudson Street
	Jersey City, NJ 07302

	Timber Hill LLC		22.83	%
	Two Pickwick Plaza
	Greenwich, CT 06830

	CIBC World Markets, Inc.		22.79	%
	161 Bay Street, 10^th Floor
	Toronto, Ontario CANADA M5J 2S8

SPDR S&P Regional Banking ETF	State Street Bank & Trust Company		26.29	%
	1776 Heritage Drive
	North Quincy, MA 02171

	Citibank, N.A.		10.17	%
	3800 Citigroup Center Tampa
	Tampa, FL 33610

	Brown Brothers Harriman & Co.		9.69	%
	525 Washington Blvd.
	Jersey City, NJ 07310

	JPMorgan Chase Bank, National Association		6.78	%
	14201 Dallas Parkway
	Chase International Plaza
	Dallas, TX 75254

	Schwab (Charles) & Co., Inc.		5.09	%
	101 Montgomery Street
	San Francisco, CA 94101

SPDR Morgan Stanley Technology ETF	Northern Trust Company (The)		32.82	%
	50 South LaSalle Street
	Chicago, IL 60675

	Schwab (Charles) & Co., Inc.		12.82	%
	101 Montgomery Street
	San Francisco, CA 94101

	First Clearing L.L.C.		9.26	%
	Riverfront Plaza, 901 East Byrd Street
	Richmond, VA 23219

	M&I Marshall & Ilsley Bank		8.07	%
	1000 North Water Street
	Milwaukee, WI 53202

	National Financial Services Corporation		5.35	%
	200 Liberty Street
	New York, NY 10281

SPDR S&P Dividend ETF	Schwab (Charles) & Co., Inc.		21.54	%
	101 Montgomery Street
	San Francisco, CA 94101

	National Financial Services Corporation		9.63	%


		Percentage
		of
Fund	Name and Address	Ownership
	200 Liberty Street
	New York, NY 10281

	First Clearing L.L.C.		5.58	%
	Riverfront Plaza, 901 East Byrd Street
	Richmond, VA 23219

	JPMorgan Chase Bank, National Association		5.25	%
	14201 Dallas Parkway
	Chase International Plaza
	Dallas, TX 75254

	State Street Bank & Trust Company		5.22	%
	1776 Heritage Drive
	North Quincy, MA 02171

SPDR S&P Aerospace & Defense ETF	J.P. Morgan Clearing Corp.		54.00	%
	245 Park Avenue
	New York, NY 10167

	Deutsche Bank Securities Inc.		43.73	%
	1251 Avenue of the Americas
	New York, NY 10020

SPDR S&P Biotech ETF	Schwab (Charles) & Co., Inc.		12.22	%
	101 Montgomery Street
	San Francisco, CA 94101

	Citigroup Global Markets, Inc.		9.83	%
	388 Greenwich Street
	New York, NY 10013

	National Financial Services Corporation		9.44	%
	200 Liberty Street
	New York, NY 10281

	Goldman, Sachs & Co.		6.07	%
	180 Maiden Lane
	New York, NY 10038

	First Clearing L.L.C.		5.32	%
	Riverfront Plaza, 901 East Byrd Street
	Richmond, VA 23219

SPDR S&P Health Care Equipment ETF	Merrill Lynch, Pierce, Fenner & Smith Inc.		22.48	%
	101 Hudson Street
	Jersey City, NJ 07302

	Citigroup Global Markets, Inc.		13.72	%
	388 Greenwich Street
	New York, NY 10013

	Goldman Sachs Execution & Clearing, L.P.		10.89	%
	30 Hudson Street, 4^th Floor
	Jersey City, NJ 07302

	RBC Capital Markets Corporation		10.89	%
	200 Vesey Street
	New York, NY 10281


		Percentage
		of
Fund	Name and Address	Ownership
	Schwab (Charles) & Co., Inc.		7.13	%
	101 Montgomery Street
	San Francisco, CA 94101

	Raymond James & Associates, Inc.		6.79	%
	880 Carillon Parkway
	St. Petersburg, FL 33733

SPDR S&P Health Care Services ETF	Goldman Sachs Execution & Clearing, L.P.		96.60	%
	30 Hudson Street, 4^th Floor
	Jersey City, NJ 07302

SPDR S&P Homebuilders ETF	Brown Brothers Harriman & Co.		25.75	%
	525 Washington Blvd.
	Jersey City, NJ 07310

	Citibank, N.A.		8.76	%
	3800 Citigroup Center Tampa
	Tampa, FL 33610

	National Financial Services Corporation		6.55	%
	200 Liberty Street
	New York, NY 10281

	Schwab (Charles) & Co., Inc.		5.25	%
	101 Montgomery Street
	San Francisco, CA 94101

SPDR S&P Metals & Mining ETF	State Street Bank & Trust Company		19.07	%
	1776 Heritage Drive
	North Quincy, MA 02171

	Schwab (Charles) & Co., Inc.		8.92	%
	101 Montgomery Street
	San Francisco, CA 94101

	National Financial Services Corporation		6.04	%
	200 Liberty Street
	New York, NY 10281

	Citibank, N.A.		5.30	%
	3800 Citigroup Center Tampa
	Tampa, FL 33610

SPDR S&P Oil & Gas Equipment & Services ETF	Schwab (Charles) & Co., Inc.		16.57	%
SPDR S&P Oil & Gas Equipment & Services ETF	101 Montgomery Street
	San Francisco, CA 94101

	National Financial Services Corporation		11.58	%
	200 Liberty Street
	New York, NY 10281

	Citigroup Global Markets, Inc.		9.70	%
	388 Greenwich Street
	New York, NY 10013

	Brown Brothers Harriman & Co.		6.74	%
	525 Washington Blvd.
	Jersey City, NJ 07310


		Percentage
		of
Fund	Name and Address	Ownership
	First Clearing L.L.C.		5.28	%
	Riverfront Plaza, 901 East Byrd Street
	Richmond, VA 23219

SPDR S&P Oil & Gas Exploration & Production ETF	Brown Brothers Harriman & Co.		14.78	%
SPDR S&P Oil & Gas Exploration & Production ETF	525 Washington Blvd.
	Jersey City, NJ 07310

	Morgan Stanley & Co. LLC		13.63	%
	1 Pierrepont Plaza, 5^th Floor
	Brooklyn, NY 11201

	State Street Bank & Trust Company		11.91	%
	1776 Heritage Drive
	North Quincy, MA 02171

	Citigroup Global Markets, Inc.		7.10	%
	388 Greenwich Street
	New York, NY 10013

	Schwab (Charles) & Co., Inc.		6.35	%
	101 Montgomery Street
	San Francisco, CA 94101

	National Financial Services Corporation		5.37	%
	200 Liberty Street
	New York, NY 10281

SPDR S&P Pharmaceuticals ETF	First Clearing L.L.C.		21.82	%
	Riverfront Plaza, 901 East Byrd Street
	Richmond, VA 23219

	Brown Brothers Harriman & Co.		12.01	%
	525 Washington Blvd.
	Jersey City, NJ 07310

	Schwab (Charles) & Co., Inc.		11.64	%
	101 Montgomery Street
	San Francisco, CA 94101

	Citigroup Global Markets, Inc.		8.99	%
	388 Greenwich Street
	New York, NY 10013

	National Financial Services Corporation		8.24	%
	200 Liberty Street
	New York, NY 10281

	Merrill Lynch, Pierce, Fenner & Smith Inc.		6.40	%
	101 Hudson Street
	Jersey City, NJ 07302

	TD Ameritrade Clearing, Inc.		5.31	%
	4211 South 102^nd Street
	Omaha, NE 68127

SPDR S&P Retail ETF	State Street Bank & Trust Company		17.74	%
	1776 Heritage Drive


		Percentage
		of
Fund	Name and Address	Ownership
	North Quincy, MA 02171

	Brown Brothers Harriman & Co.		11.85	%
	525 Washington Blvd.
	Jersey City, NJ 07310

	Citibank, N.A.		7.16	%
	3800 Citigroup Center Tampa
	Tampa, FL 33610

	Schwab (Charles) & Co., Inc.		6.65	%
	101 Montgomery Street
	San Francisco, CA 94101

SPDR S&P Semiconductor ETF	Citigroup Global Markets, Inc.		13.32	%
	388 Greenwich Street
	New York, NY 10013

	Schwab (Charles) & Co., Inc.		12.76	%
	101 Montgomery Street
	San Francisco, CA 94101

	National Financial Services Corporation		11.41	%
	200 Liberty Street
	New York, NY 10281

	First Clearing L.L.C.		9.64	%
	Riverfront Plaza, 901 East Byrd Street
	Richmond, VA 23219

	Credit Suisse Securities (USA) LLC		6.29	%
	One Madison Avenue, Third Floor
	New York, NY 10010

	TD Ameritrade Clearing, Inc.		5.28	%
	4211 South 102nd Street
	Omaha, NE 68127

	Brown Brothers Harriman & Co.		5.06	%
	525 Washington Blvd.
	Jersey City, NJ 07310

SPDR S&P Software & Services	Deutsche Bank Securities Inc.		97.00	%
	1251 Avenue of the Americas
	New York, NY 10020

SPDR S&P Telecom ETF	Citigroup Global Markets, Inc.		23.85	%
	388 Greenwich Street
	New York, NY 10013

	Merrill Lynch, Pierce, Fenner & Smith Inc.		20.65	%
	101 Hudson Street
	Jersey City, NJ 07302

	First Clearing L.L.C.		17.04	%
	Riverfront Plaza, 901 East Byrd Street
	Richmond, VA 23219

	J.P. Morgan Clearing Corp.		13.72	%
	245 Park Avenue


		Percentage
		of
Fund	Name and Address	Ownership
	New York, NY 10167

	Goldman Sachs Execution & Clearing, L.P.		7.16	%
	30 Hudson Street, 4^th Floor
	Jersey City, NJ 07302

SPDR S&P Transportation ETF	Goldman Sachs Execution & Clearing, L.P.		14.61	%
	30 Hudson Street, 4^th Floor
	Jersey City, NJ 07302

	Citigroup Global Markets, Inc.		14.40	%
	388 Greenwich Street
	New York, NY 10013

	Morgan Stanley Smith Barney LLC		13.91	%
	1 Harborside Financial Center, Plaza II
	Jersey City, NJ 07311

	First Clearing L.L.C.		13.09	%
	Riverfront Plaza, 901 East Byrd Street
	Richmond, VA 23219

	National Financial Services Corporation		12.15	%
	200 Liberty Street
	New York, NY 10281

	Merrill Lynch, Pierce, Fenner & Smith Inc.		8.55	%
	101 Hudson Street
	Jersey City, NJ 07302

	J.P. Morgan Clearing Corp.		8.23	%
	245 Park Avenue
	New York, NY 10167

SPDR Wells Fargo Preferred Stock ETF	Pershing LLC		18.92	%
	One Pershing Plaza
	Jersey City, NJ 07399

	Schwab (Charles) & Co., Inc.		11.62	%
	101 Montgomery Street
	San Francisco, CA 94101

	National Financial Services Corporation		11.24	%
	200 Liberty Street
	New York, NY 10281

	First Clearing L.L.C.		11.12	%
	Riverfront Plaza, 901 East Byrd Street
	Richmond, VA 23219

	Merrill Lynch, Pierce, Fenner & Smith Inc.		10.25	%
	101 Hudson Street
	Jersey City, NJ 07302

	Citigroup Global Markets, Inc.		6.47	%
	388 Greenwich Street
	New York, NY 10013

SPDR Barclays Capital 1-3 Month T-Bill ETF	The Bank of New York Mellon		39.14	%


		Percentage
		of
Fund	Name and Address	Ownership
	One Wall Street, 5^th Floor
	New York, NY 10286

	Citigroup Global Markets, Inc.		14.61	%
	388 Greenwich Street
	New York, NY 10013

	Morgan Stanley Smith Barney LLC		6.52	%
	1 Harborside Financial Center, Plaza II
	Jersey City, NJ 07311

	Schwab (Charles) & Co., Inc.		6.50	%
	101 Montgomery Street
	San Francisco, CA 94101

	National Financial Services Corporation		5.90	%
	200 Liberty Street
	New York, NY 10281

SPDR Barclays Capital TIPS ETF	The Bank of New York Mellon/ Mellon Trust of New England,National Association		15.63	%
	Three Mellon Bank Center
	Pittsburgh, PA 15259

	National Financial Services Corporation		11.22	%
	200 Liberty Street
	New York, NY 10281

	Schwab (Charles) & Co., Inc.		10.52	%
	101 Montgomery Street
	San Francisco, CA 94101

	Merrill Lynch, Pierce, Fenner & Smith Inc.		10.23	%
	101 Hudson Street
	Jersey City, NJ 07302

	TD Ameritrade Clearing, Inc.		7.71	%
	4211 South 102nd Street
	Omaha, NE 68127

	First Clearing L.L.C.		7.14	%
	Riverfront Plaza, 901 East Byrd Street
	Richmond, VA 23219

SPDR Barclays Capital Intermediate Term	TD Ameritrade Clearing, Inc.		35.53	%
Treasury ETF	4211 South 102nd Street
	Omaha, NE 68127

	Merrill Lynch, Pierce, Fenner & Smith Inc.		28.65	%
	101 Hudson Street
	Jersey City, NJ 07302

	Schwab (Charles) & Co., Inc.		5.07	%
	101 Montgomery Street
	San Francisco, CA 94101

SPDR Barclays Capital Long Term Treasury ETF	BMO Nesbitt Burns Inc./CDS		24.13	%
SPDR Barclays Capital Long Term Treasury ETF	1 First Canadian Place, Suite 1300


		Percentage
		of
Fund	Name and Address	Ownership
	Toronto, Ontario CANADA M5X 1H3

	UBS Financial Services Inc.		11.63	%
	1000 Harbor Boulevard
	Weehawken, NJ 07086

	National Financial Services Corporation		9.23	%
	200 Liberty Street
	New York, NY 10281

	Schwab (Charles) & Co., Inc.		9.16	%
	101 Montgomery Street
	San Francisco, CA 94101

	Citigroup Global Markets, Inc.		8.77	%
	388 Greenwich Street
	New York, NY 10013

	Morgan Stanley Smith Barney LLC		7.19	%
	1 Harborside Financial Center, Plaza II
	Jersey City, NJ 07311

	First Clearing L.L.C.		6.54	%
	Riverfront Plaza, 901 East Byrd Street
	Richmond, VA 23219

SPDR Barclays Capital Short Term Corporate	Schwab (Charles) & Co., Inc.		26.30	%
Bond ETF	101 Montgomery Street
	San Francisco, CA 94101

	National Financial Services Corporation		17.04	%
	200 Liberty Street
	New York, NY 10281

	First Clearing L.L.C.		9.61	%
	Riverfront Plaza, 901 East Byrd Street
	Richmond, VA 23219

	Curian Clearing, LLC		8.47	%
	7601 Technology Way
	Denver, CO 80237

	Merrill Lynch, Pierce, Fenner & Smith Inc.		6.23	%
	101 Hudson Street
	Jersey City, NJ 07302

SPDR Barclays Capital Intermediate Term	The Bank of New York Mellon		24.78	%
Corporate Bond ETF	One Wall Street, 5^th Floor
	New York, NY 10286

	Citigroup Global Markets, Inc.		14.14	%
	388 Greenwich Street
	New York, NY 10013

	First Clearing L.L.C.		9.59	%
	Riverfront Plaza, 901 East Byrd Street
	Richmond, VA 23219

	UBS Financial Services Inc.		9.21	%
	1000 Harbor Boulevard


		Percentage
		of
Fund	Name and Address	Ownership
	Weehawken, NJ 07086

	National Financial Services Corporation		7.59	%
	200 Liberty Street
	New York, NY 10281

	Merrill Lynch, Pierce, Fenner & Smith Inc.		5.22	%
	101 Hudson Street
	Jersey City, NJ 07302

	Schwab (Charles) & Co., Inc.		5.20	%
	101 Montgomery Street
	San Francisco, CA 94101

SPDR Barclays Capital Long Term Corporate Bond ETF	Bank of America N.A./ GWIM TRUST OPERATIONS		24.21	%
SPDR Barclays Capital Long Term Corporate Bond ETF	414 N. Akard Street, 5^th Floor
	Dallas, TX 75201

	J.P. Morgan Clearing Corp.		12.96	%
	245 Park Avenue
	New York, NY 10167

	Pershing LLC		12.77	%
	One Pershing Plaza
	Jersey City, NJ 07399

	National Financial Services Corporation		9.29	%
	200 Liberty Street
	New York, NY 10281

	First Clearing L.L.C.		9.07	%
	Riverfront Plaza, 901 East Byrd Street
	Richmond, VA 23219

	Schwab (Charles) & Co., Inc.		7.02	%
	101 Montgomery Street
	San Francisco, CA 94101

	Merrill Lynch, Pierce, Fenner & Smith Inc.		5.08	%
	101 Hudson Street
	Jersey City, NJ 07302

SPDR Barclays Capital Issuer Scored	Goldman, Sachs & Co.		58.44	%
Corporate Bond ETF	180 Maiden Lane
	New York, NY 10038

	State Street Bank & Trust Company		20.00	%
	1776 Heritage Drive
	North Quincy, MA 02171

	Merrill Lynch, Pierce, Fenner & Smith Inc.		7.83	%
	101 Hudson Street
	Jersey City, NJ 07302

SPDR Barclays Capital Convertible	Merrill Lynch, Pierce, Fenner & Smith Inc.		7.02	%
Securities ETF	101 Hudson Street
	Jersey City, NJ 07302

	The Bank of New York Mellon		6.83	%
	One Wall Street, 5^th Floor


		Percentage
		of
Fund	Name and Address	Ownership
	New York, NY 10286

	Morgan Stanley Smith Barney LLC		5.92	%
	1 Harborside Financial Center, Plaza II
	Jersey City, NJ 07311

	Citigroup Global Markets, Inc.		5.86	%
	388 Greenwich Street
	New York, NY 10013

	Schwab (Charles) & Co., Inc.		5.60	%
	101 Montgomery Street
	San Francisco, CA 94101

	National Financial Services Corporation		5.56	%
	200 Liberty Street
	New York, NY 10281

	Morgan Stanley & Co. LLC		5.41	%
	1 Pierrepont Plaza, 5^th Floor
	Brooklyn, NY 11201

	Brown Brothers Harriman & Co.		5.21	%
	525 Washington Blvd.
	Jersey City, NJ 07310

SPDR Barclays Capital Mortgage Backed Bond ETF	Brown Brothers Harriman & Co.		34.15	%
SPDR Barclays Capital Mortgage Backed Bond ETF	525 Washington Blvd.
	Jersey City, NJ 07310

	Merrill Lynch, Pierce, Fenner & Smith Inc.		21.49	%
	101 Hudson Street
	Jersey City, NJ 07302

	Schwab (Charles) & Co., Inc.		9.31	%
	101 Montgomery Street
	San Francisco, CA 94101

	Pershing LLC		7.54	%
	One Pershing Plaza
	Jersey City, NJ 07399

SPDR Barclays Capital Aggregate Bond ETF	National Financial Services Corporation		15.25	%
	200 Liberty Street
	New York, NY 10281

	Merrill Lynch, Pierce, Fenner & Smith Inc.		10.08	%
	101 Hudson Street
	Jersey City, NJ 07302

	TD Ameritrade Clearing, Inc.		9.48	%
	4211 South 102nd Street
	Omaha, NE 68127

	Pershing LLC		7.84	%
	One Pershing Plaza
	Jersey City, NJ 07399

	Citigroup Global Markets, Inc.		6.69	%
	388 Greenwich Street


		Percentage
		of
Fund	Name and Address	Ownership
	New York, NY 10013

	Schwab (Charles) & Co., Inc.		5.68	%
	101 Montgomery Street
	San Francisco, CA 94101

	The Bank of New York Mellon		5.44	%
	One Wall Street, 5^th Floor
	New York, NY 10286

SPDR Nuveen Barclays Capital Municipal Bond ETF	Citigroup Global Markets, Inc.		14.03	%
SPDR Nuveen Barclays Capital Municipal Bond ETF	388 Greenwich Street
	New York, NY 10013

	Merrill Lynch, Pierce, Fenner & Smith Inc.		12.78	%
	101 Hudson Street
	Jersey City, NJ 07302

	Schwab (Charles) & Co., Inc.		10.37	%
	101 Montgomery Street
	San Francisco, CA 94101

	National Financial Services Corporation		9.85	%
	200 Liberty Street
	New York, NY 10281

	Pershing LLC		7.50	%
	One Pershing Plaza
	Jersey City, NJ 07399

	UBS Financial Services Inc.		5.74	%
	1000 Harbor Boulevard
	Weehawken, NJ 07086

SPDR Nuveen Barclays Capital	Morgan Stanley Smith Barney LLC		25.60	%
California Municipal Bond ETF	1 Harborside Financial Center, Plaza II
	Jersey City, NJ 07311

	Schwab (Charles) & Co., Inc.		14.42	%
	101 Montgomery Street
	San Francisco, CA 94101

	The Bank of New York Mellon		11.06	%
	One Wall Street, 5^th Floor
	New York, NY 10286

	Citigroup Global Markets, Inc.		8.45	%
	388 Greenwich Street
	New York, NY 10013

	First Clearing L.L.C.		8.01	%
	Riverfront Plaza, 901 East Byrd Street
	Richmond, VA 23219

	Merrill Lynch, Pierce, Fenner & Smith Inc.		7.20	%
	101 Hudson Street
	Jersey City, NJ 07302

SPDR Nuveen Barclays Capital New York	Citigroup Global Markets, Inc.		18.71	%
Municipal Bond ETF	388 Greenwich Street


		Percentage
		of
Fund	Name and Address	Ownership
	New York, NY 10013

	Merrill Lynch, Pierce, Fenner & Smith Inc.		10.90	%
	101 Hudson Street
	Jersey City, NJ 07302

	National Financial Services Corporation		9.99	%
	200 Liberty Street
	New York, NY 10281

	First Clearing L.L.C.		6.03	%
	Riverfront Plaza, 901 East Byrd Street
	Richmond, VA 23219

	First Clearing L.L.C.		6.01	%
	Riverfront Plaza, 901 East Byrd Street
	Richmond, VA 23219

	Barclays Capital, Inc./LE		5.76	%
	70 Hudson Street
	Jersey City, NJ 07302

	Schwab (Charles) & Co., Inc.		5.07	%
	101 Montgomery Street
	San Francisco, CA 94101

SPDR Nuveen Barclays Capital Short Term	Schwab (Charles) & Co., Inc.		17.19	%
Municipal Bond ETF	101 Montgomery Street
	San Francisco, CA 94101

	Merrill Lynch, Pierce, Fenner & Smith Inc.		11.28	%
	101 Hudson Street
	Jersey City, NJ 07302

	First Clearing L.L.C.		10.41	%
	Riverfront Plaza, 901 East Byrd Street
	Richmond, VA 23219

	PNC Bank, N.A.		7.87	%
	8800 Tinicum Boulevard
	Philadelphia, PA 19153

	National Financial Services Corporation		7.26	%
	200 Liberty Street
	New York, NY 10281

	Pershing LLC		5.10	%
	One Pershing Plaza
	Jersey City, NJ 07399

SPDR Nuveen S&P High Yield Municipal Bond	Goldman, Sachs & Co.		30.75	%
ETF	180 Maiden Lane
	New York, NY 10038

	Morgan Stanley Smith Barney LLC		13.98	%
	1 Harborside Financial Center, Plaza II
	Jersey City, NJ 07311

	Citigroup Global Markets, Inc.		13.33	%


		Percentage
		of
Fund	Name and Address	Ownership
	388 Greenwich Street
	New York, NY 10013

	Merrill Lynch, Pierce, Fenner & Smith Inc.		12.10	%
	101 Hudson Street
	Jersey City, NJ 07302

	J.P. Morgan Clearing Corp.		6.31	%
	245 Park Avenue
	New York, NY 10167

	Schwab (Charles) & Co., Inc.		5.81	%
	101 Montgomery Street
	San Francisco, CA 94101

SPDR Nuveen S&P VRDO Municipal Bond ETF	Goldman Sachs Execution & Clearing, L.P.		37.07	%
	30 Hudson Street, 4^th Floor
	Jersey City, NJ 07302

	National Financial Services Corporation		14.31	%
	200 Liberty Street
	New York, NY 10281

	Merrill Lynch, Pierce, Fenner & Smith Inc.		13.20	%
	101 Hudson Street
	Jersey City, NJ 07302

	Schwab (Charles) & Co., Inc.		9.77	%
	101 Montgomery Street
	San Francisco, CA 94101

	Scottrade, Inc.		5.28	%
	12855 Flushing Meadow Drive
	St. Louis, MO 63131

SPDR Nuveen Barclays Capital Build America	Schwab (Charles) & Co., Inc.		16.94	%
Bond ETF	101 Montgomery Street
	San Francisco, CA 94101

	Citigroup Global Markets, Inc.		13.66	%
	388 Greenwich Street
	New York, NY 10013

	National Financial Services Corporation		13.35	%
	200 Liberty Street
	New York, NY 10281

	Morgan Stanley Smith Barney LLC		10.58	%
	1 Harborside Financial Center, Plaza II
	Jersey City, NJ 07311

	Merrill Lynch, Pierce, Fenner & Smith Inc.		7.89	%
	101 Hudson Street
	Jersey City, NJ 07302

	UBS Financial Services Inc.		6.26	%
	1000 Harbor Boulevard
	Weehawken, NJ 07086

	UMB Bank, N.A.		5.67	%


		Percentage
		of
Fund	Name and Address	Ownership
	928 Grand Avenue
	Kansas City, MO 64106

	First Clearing L.L.C.		5.45	%
	Riverfront Plaza, 901 East Byrd Street
	Richmond, VA 23219

SPDR DB International Government	Schwab (Charles) & Co., Inc.		12.56	%
Inflation-Protected Bond ETF	101 Montgomery Street
	San Francisco, CA 94101

	National Financial Services Corporation		10.95	%
	200 Liberty Street
	New York, NY 10281

	Morgan Stanley Smith Barney LLC		9.10	%
	1 Harborside Financial Center, Plaza II
	Jersey City, NJ 07311

	The Bank of New York Mellon		7.75	%
	One Wall Street, 5^th Floor
	New York, NY 10286

	Merrill Lynch, Pierce, Fenner & Smith Inc.		6.56	%
	101 Hudson Street
	Jersey City, NJ 07302

	Morgan Stanley & Co. LLC		5.60	%
	1 Pierrepont Plaza, 5^th Floor
	Brooklyn, NY 11201

	Citigroup Global Markets, Inc.		5.55	%
	388 Greenwich Street
	New York, NY 10013

	TD Ameritrade Clearing, Inc.		5.30	%
	4211 South 102nd Street
	Omaha, NE 68127

SPDR Barclays Capital Short Term	Pershing LLC		17.48	%
International Treasury Bond ETF	One Pershing Plaza
	Jersey City, NJ 07399

	Merrill Lynch, Pierce, Fenner & Smith Inc.		15.33	%
	101 Hudson Street
	Jersey City, NJ 07302

	Schwab (Charles) & Co., Inc.		15.29	%
	101 Montgomery Street
	San Francisco, CA 94101

	SEI Private Trust Company		12.29	%
	1 Freedom Valley Drive
	Oaks, PA 19456

	National Financial Services Corporation		11.30	%
	200 Liberty Street
	New York, NY 10281


		Percentage
		of
Fund	Name and Address	Ownership
SPDR Barclays Capital International	Citigroup Global Markets, Inc.		10.80	%
Treasury Bond ETF	388 Greenwich Street
	New York, NY 10013

	Merrill Lynch, Pierce, Fenner & Smith Inc.		10.39	%
	101 Hudson Street
	Jersey City, NJ 07302

	National Financial Services Corporation		10.13	%
	200 Liberty Street
	New York, NY 10281

	First Clearing L.L.C.		10.03	%
	Riverfront Plaza, 901 East Byrd Street
	Richmond, VA 23219

	Schwab (Charles) & Co., Inc.		9.42	%
	101 Montgomery Street
	San Francisco, CA 94101

	State Street Bank & Trust Company		7.44	%
	1776 Heritage Drive
	North Quincy, MA 02171

	Morgan Stanley Smith Barney LLC		5.29	%
	1 Harborside Financial Center, Plaza II
	Jersey City, NJ 07311

SPDR Barclays Capital International	Schwab (Charles) & Co., Inc.		18.58	%
Corporate Bond ETF	101 Montgomery Street
	San Francisco, CA 94101

	National Financial Services Corporation		10.26	%
	200 Liberty Street
	New York, NY 10281

	UBS Financial Services Inc.		8.73	%
	1000 Harbor Boulevard
	Weehawken, NJ 07086

	Citigroup Global Markets, Inc.		7.63	%
	388 Greenwich Street
	New York, NY 10013

	Janney Montgomery Scott LLC		6.69	%
	1801 Market Street, 9^th Floor
	Philadelphia, PA 19103

	Merrill Lynch, Pierce, Fenner & Smith Inc.		5.50	%
	101 Hudson Street
	Jersey City, NJ 07302

SPDR Barclays Capital Emerging Markets	Schwab (Charles) & Co., Inc.		28.41	%
Local Bond ETF	101 Montgomery Street
	San Francisco, CA 94101

	Citigroup Global Markets, Inc.		16.39	%


		Percentage
		of
Fund	Name and Address	Ownership
	388 Greenwich Street
	New York, NY 10013

	Merrill Lynch, Pierce, Fenner & Smith Inc.		9.71	%
	101 Hudson Street
	Jersey City, NJ 07302

	Morgan Stanley Smith Barney LLC		5.74	%
	1 Harborside Financial Center, Plaza II
	Jersey City, NJ 07311

	LPL Financial Corporation		5.44	%
	9785 Towne Centre Drive
	San Diego, CA 92121

	Goldman, Sachs & Co.		5.29	%
	180 Maiden Lane
	New York, NY 10038

	National Financial Services Corporation		5.26	%
	200 Liberty Street
	New York, NY 10281

SPDR Barclays Capital High Yield Bond ETF	First Clearing L.L.C.		12.28	%
	Riverfront Plaza, 901 East Byrd Street
	Richmond, VA 23219

	National Financial Services Corporation		9.42	%
	200 Liberty Street
	New York, NY 10281

	Schwab (Charles) & Co., Inc.		8.26	%
	101 Montgomery Street
	San Francisco, CA 94101

	Citigroup Global Markets, Inc.		7.40	%
	388 Greenwich Street
	New York, NY 10013

	Merrill Lynch, Pierce, Fenner & Smith Inc.		6.15	%
	101 Hudson Street
	Jersey City, NJ 07302


*		Percentages referenced in this table for Merrill Lynch may also include shares held at ML SFKPG.

An Authorized Participant (as defined below) may hold of record more than 25% of the outstanding Shares of a Fund. From time to time, Authorized Participants may be a beneficial and/or legal owner of a Fund, may be affiliated with an index provider, may be deemed to have control of the applicable Fund and/or may be able to affect the outcome of matters presented for a vote of the shareholders of the Fund. Authorized Participants may execute an irrevocable proxy granting the Distributor or another affiliate of State Street (the “Agent”) power to vote or abstain from voting such Authorized Participant’s beneficially or legally owned Shares of a Fund. In such cases, the Agent shall mirror vote (or abstain from voting) such Shares in the same proportion as all other beneficial owners of the Fund.

The Trustees and Officers of the Trust, as a group, own less than 1% of the Trust’s voting securities as of the date of this SAI.

PURCHASE AND REDEMPTION OF CREATION UNITS

Each Fund issues and redeems its Shares on a continuous basis, at net asset value, only in a large specified number of Shares called a “Creation Unit,” either principally in-kind for securities included in the relevant Index or in cash for the value of such securities. The principal consideration for creations and redemptions for each Equity ETF is in-kind. The principal consideration for creations and redemptions for each Fixed Income ETF set forth in the table below:


FUND	CREATION*	REDEMPTION*
SPDR Barclays Capital 1-3 Month T-Bill ETF	In-Kind	In-Kind
SPDR Barclays Capital TIPS ETF	In-Kind	In-Kind
SPDR Barclays Capital Short Term Treasury ETF	In-Kind	In-Kind
SPDR Barclays Capital Intermediate Term Treasury ETF	In-Kind	In-Kind
SPDR Barclays Capital Long Term Treasury ETF	In-Kind	In-Kind
SPDR Barclays Capital Short Term Corporate Bond ETF	In-Kind	In-Kind
SPDR Barclays Capital Intermediate Term Corporate Bond ETF	In-Kind	In-Kind
SPDR Barclays Capital Long Term Corporate Bond ETF	In-Kind	In-Kind
SPDR Barclays Capital Issuer Scored Corporate Bond ETF	In-Kind	In-Kind
SPDR Barclays Capital Convertible Securities ETF	In-Kind	In-Kind
SPDR Barclays Capital Mortgage Backed Bond ETF	Cash	Cash
SPDR Barclays Capital Aggregate Bond ETF	In-Kind**	In-Kind**
SPDR Nuveen Barclays Capital Municipal Bond ETF	Cash	In-Kind
SPDR Nuveen Barclays Capital California Municipal Bond ETF	Cash	In-Kind
SPDR Nuveen Barclays Capital New York Municipal Bond ETF	Cash	In-Kind
SPDR Nuveen Barclays Capital Short Term Municipal Bond ETF	Cash	In-Kind
SPDR Nuveen S&P VRDO Municipal Bond ETF	Cash	In-Kind
SPDR Nuveen S&P High Yield Municipal Bond ETF	Cash	In-Kind
SPDR Nuveen Barclays Capital Build America Bond ETF	Cash	In-Kind
SPDR DB International Government Inflation-Protected Bond ETF	Cash	Cash
SPDR Barclays Capital Short Term International Treasury Bond ETF	In-Kind	In-Kind
SPDR Barclays Capital International Treasury Bond ETF	In-Kind	In-Kind
SPDR Barclays Capital International Corporate Bond ETF	Cash	Cash
SPDR Barclays Capital Emerging Markets Local Bond ETF	Cash	Cash
SPDR Barclays Capital High Yield Bond ETF	In-Kind	In-Kind


*		May be revised at any time without notice. Funds that effect redemptions principally for cash, rather than primarily in-kind, may be less tax efficient than investments in conventional ETFs.

**		Cash is to be provided in lieu of TBA positions.

PURCHASE (CREATION). The Trust issues and sells Shares of each Fund only: in Creation Units on a continuous basis through the Principal Underwriter, without a sales load (but subject to transaction fees), at their NAV per share next determined after receipt of an order, on any Business Day (as defined below), in proper form pursuant to the terms of the Authorized Participant Agreement (“Participant Agreement”). A “Business Day” with respect to a Fund is, generally, any day on which the NYSE is open for business, although Fixed Income ETFs will also not be open for orders on Veterans Day and Columbus Day.

FUND DEPOSIT. The consideration for purchase of a Creation Unit of a Fund generally consists of either (i) the in-kind deposit of a designated portfolio of securities (the “Deposit Securities”) per each Creation Unit, constituting a substantial replication, or a portfolio sampling representation, of the securities included in the relevant Fund’s benchmark Index and the Cash Component (defined below), computed as described below or (ii) the cash value of the Deposit Securities (“Deposit Cash”) and the “Cash Component,” computed as described below. When accepting purchases of Creation Units for cash, a Fund may incur additional costs associated with the acquisition of Deposit Securities that would otherwise be provided by an in-kind purchaser.

Together, the Deposit Securities or Deposit Cash, as applicable, and the Cash Component constitute the “Fund Deposit,” which represents the minimum initial and subsequent investment amount for a Creation Unit of any Fund. The “Cash Component,” which in the case of the SPDR S&P Dividend ETF includes a Dividend Equivalent Payment, is an amount equal to the difference between the net asset value of the Shares (per Creation Unit) and the market value of the Deposit Securities or Deposit Cash, as applicable. The “Dividend Equivalent Payment” enables a Fund (and, in particular, the SPDR S&P Dividend ETF) to make a complete distribution of dividends on the day preceding the next dividend payment date, and is an amount equal, on a per Creation Unit basis, to the dividends on all the portfolio securities of the Fund (“Dividend Securities”) with ex-dividend dates within the accumulation period for such

distribution (the “Accumulation Period”), net of expenses and liabilities for such period, as if all of the Dividend Securities had been held by the Fund for the entire Accumulation Period. The Accumulation Period begins on the ex-dividend date for each Fund and ends on the day preceding the next ex-dividend date. If the Cash Component is a positive number (i.e., the net asset value per Creation Unit exceeds the market value of the Deposit Securities or Deposit Cash, as applicable), the Cash Component shall be such positive amount. If the Cash Component is a negative number (i.e., the net asset value per Creation Unit is less than the market value of the Deposit Securities or Deposit Cash, as applicable), the Cash Component shall be such negative amount and the creator will be entitled to receive cash in an amount equal to the Cash Component. The Cash Component serves the function of compensating for any differences between the net asset value per Creation Unit and the market value of the Deposit Securities or Deposit Cash, as applicable. Computation of the Cash Component excludes any stamp duty or other similar fees and expenses payable upon transfer of beneficial ownership of the Deposit Securities, if applicable, which shall be the sole responsibility of the Authorized Participant (as defined below).

The Custodian, through NSCC, makes available on each Business Day, immediately prior to the opening of business on the Exchange (currently 9:30 a.m., Eastern time), the list of the names and the required number of shares of each Deposit Security or the required amount of Deposit Cash, as applicable, to be included in the current Fund Deposit (based on information at the end of the previous Business Day) for a Fund. Such Fund Deposit is subject to any applicable adjustments as described below, in order to effect purchases of Creation Units of a Fund until such time as the next-announced composition of the Deposit Securities or the required amount of Deposit Cash, as applicable, is made available.

The identity and number of shares of the Deposit Securities or the amount of Deposit Cash, as applicable, required for a Fund Deposit for each Fund changes as rebalancing adjustments, interest payments and corporate action events are reflected from time to time by the Adviser with a view to the investment objective of the Fund. The composition of the Deposit Securities may also change in response to adjustments to the weighting or composition of the component securities of a Fund’s Index.

The Trust intends to require the substitution of an amount of cash (i.e., a “cash in lieu” amount) to replace any Deposit Security that is a TBA transaction. The amount of cash contributed will be equivalent to the price of the TBA transaction listed as a Deposit Security. In instances where the Trust accepts Deposit Securities for the purchase of a Creation Unit, the Trust reserves the right to permit or require the substitution of an amount of cash (i.e., a “cash in lieu” amount) to be added to the Cash Component to replace any Deposit Security, including, without limitation, situations where the Deposit Security: (i) may not be available in sufficient quantity for delivery, (ii) may not be eligible for transfer through the systems of DTC for corporate securities and municipal securities or the Federal Reserve System for U.S. Treasury securities; (iii) may not be eligible for trading by an Authorized Participant (as defined below) or the investor for which it is acting; (iv) would be restricted under the securities laws or where the delivery of the Deposit Security to the Authorized Participant would result in the disposition of the Deposit Security by the Authorized Participant becoming restricted under the securities laws, or (v) in certain other situations (collectively, “non-standard orders”). The Trust also reserves the right to: (i) permit or require the substitution of Deposit Securities in lieu of Deposit Cash; and (ii) include or remove Deposit Securities from the basket in anticipation of index rebalancing changes. The adjustments described above will reflect changes, known to the Adviser on the date of announcement to be in effect by the time of delivery of the Fund Deposit, in the composition of the subject Index being tracked by the relevant Fund or resulting from certain corporate actions.

PROCEDURES FOR PURCHASE OF CREATION UNITS. To be eligible to place orders with the Principal Underwriter to purchase a Creation Unit of a Fund, an entity must be (i) a “Participating Party”, i.e., a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of the NSCC (the “Clearing Process”), a clearing agency that is registered with the SEC; or (ii) a DTC Participant (see “BOOK ENTRY ONLY SYSTEM”), and, with respect to the Fixed Income ETFs (except with respect to the International Treasury Bond ETFs), has the ability to clear through the Federal Reserve System. In addition, each Participating Party or DTC Participant (each, an “Authorized Participant”) must execute a Participant Agreement that has been agreed to by the Principal Underwriter and the Transfer Agent, and that has been accepted by the Trust, with respect to purchases and redemptions of Creation Units. Each Authorized Participant will agree, pursuant to the terms of a Participant Agreement, on behalf of itself or any investor on whose behalf it will act, to certain conditions, including that it will pay to the Trust, an amount of cash sufficient to pay the Cash Component together with the creation transaction fee (described below) and any other applicable fees, taxes and additional variable charge.

All orders to purchase Shares directly from a Fund, including non-standard orders, must be placed for one or more Creation Units and in the manner and by the time set forth in the Participant Agreement and/or the applicable order form. The date on which an order to purchase Creation Units (or an order to redeem Creation Units, as set forth below) is received and accepted is referred to as the “Order Placement Date.”

An Authorized Participant may require an investor to make certain representations or enter into agreements with respect to the order (e.g., to provide for payments of cash, when required). Investors should be aware that their particular broker may not have executed a Participant Agreement and that, therefore, orders to purchase Shares directly from a Fund in Creation Units have to be placed by the investor’s broker through an Authorized Participant that has executed a Participant Agreement. In such cases there may be additional charges to such investor. At any given time, there may be only a limited number of broker-dealers that have executed a Participant Agreement and only a small number of such Authorized Participants may have international capabilities.

On days when the Exchange or the bond markets close earlier than normal, a Fund may require orders to create Creation Units to be placed earlier in the day. In addition, if a market or markets on which a Fund’s investments are primarily traded is closed, such Fund will also generally not accept orders on such day(s). Orders must be transmitted by an Authorized Participant by telephone or other transmission method acceptable to the Distributor pursuant to procedures set forth in the Participant Agreement and in accordance with the applicable order form. Those placing orders through an Authorized Participant should allow sufficient time to permit proper submission of the purchase order to the Principal Underwriter by the cut-off time on such Business Day. Economic or market disruptions or changes, or telephone or other communication failure may impede the ability to reach the Distributor or an Authorized Participant.

Fund Deposits must be delivered by an Authorized Participant through the Federal Reserve System (for cash and U.S. government securities), through DTC (for corporate securities and municipal securities), through a subcustody agent for (for foreign securities) and/or through such other arrangements allowed by the Trust or its agents. The Fund Deposit transfer must be ordered by the DTC Participant in a timely fashion so as to ensure the delivery of the requisite number of Deposit Securities or Deposit Cash, as applicable, through DTC to the account of a Fund by no later than 2:00 p.m. or 3:00 p.m. Eastern time (per applicable instructions), on the Settlement Date. The “Settlement Date” for a Fund is generally the third Business Day, or in the case of the, SPDR Barclays Capital 1-3 Month T-Bill ETF, SPDR Barclays Capital TIPS ETF and SPDR Nuveen S&P VRDO Municipal Bond ETF, the first Business Day, after the Order Placement Date. All questions as to the number of Deposit Securities or Deposit Cash to be delivered, as applicable, and the validity, form and eligibility (including time of receipt) for the deposit of any tendered securities or cash, as applicable, will be determined by the Trust, whose determination shall be final and binding. The amount of cash represented by the Cash Component must be transferred directly to the Custodian through the Federal Reserve Bank wire transfer system in a timely manner so as to be received by the Custodian no later than 2:00 p.m. or 3:00 p.m. Eastern time (per applicable instructions), on the Settlement Date. If the Cash Component and the Deposit Securities or Deposit Cash, as applicable, are not received by 2:00 p.m. or 3:00 p.m. Eastern time (per applicable instructions), on the Settlement Date, the creation order may be cancelled. Upon written notice to the Distributor, such canceled order may be resubmitted the following Business Day using a Fund Deposit as newly constituted to reflect the then current NAV of the Fund. The delivery of Creation Units so created generally will occur no later than the third Business Day following the day on which the purchase order is deemed received by the Distributor.

The order shall be deemed to be received on the Business Day on which the order is placed provided that the order is placed in proper form prior to the applicable cut-off time and the federal funds in the appropriate amount are deposited with by 2:00 p.m. or 3:00 p.m. Eastern time (per applicable instructions), with the Custodian on the Settlement Date. If the order is not placed in proper form as required, or federal funds in the appropriate amount are not received by 2:00 p.m. or 3:00 p.m. Eastern time (per applicable instructions) on the Settlement Date, then the order may be deemed to be rejected and the Authorized Participant shall be liable to the Fund for losses, if any, resulting therefrom. A creation request is considered to be in “proper form” if all procedures set forth in the Participant Agreement, order form and this SAI are properly followed.

ISSUANCE OF A CREATION UNIT. Except as provided herein, Creation Units will not be issued until the transfer of good title to the Trust of the Deposit Securities or payment of Deposit Cash, as applicable, and the payment of the Cash Component have been completed. When the subcustodian has confirmed to the Custodian that the required Deposit Securities (or the cash value thereof) have been delivered to the account of the relevant subcustodian or subcustodians, the Principal Underwriter and the Adviser shall be notified of such delivery, and the Trust will issue and cause the delivery of the Creation Units.

Agreement will permit the Trust to buy the missing Deposit Securities at any time. Authorized Participants will be liable to the Trust for all costs, expenses, dividends, income and taxes associated with missing Deposit Securities, including the costs incurred by the Trust in connection with any such purchases. These costs will be deemed to include the amount by which the actual purchase price of the Deposit Securities exceeds the market value of such Deposit Securities on the day the purchase order was deemed received by the Principal Underwriter plus the brokerage and related transaction costs associated with such purchases. The Trust will return any unused portion of the Additional Cash Deposit once all of the missing Deposit Securities have been properly received by the Custodian or purchased by the Trust and deposited into the Trust. In addition, a transaction fee as set forth below under “Creation Transaction Fees” will be charged in all cases and an additional variable charge may also be applied. The delivery of Creation Units so created generally will occur no later than the Settlement Date.

ACCEPTANCE OF ORDERS OF CREATION UNITS. The Trust reserves the absolute right to reject an order for Creation Units transmitted to it by the Principal Underwriter in respect of a Fund at its discretion, including, without limitation, if (a) the order is not in proper form; (b) the Deposit Securities or Deposit Cash, as applicable, delivered by the Participant are not as disseminated through the facilities of the NSCC for that date by the Custodian; (c) the investor(s), upon obtaining the Shares ordered, would own 80% or more of the currently outstanding Shares of the Fund; (d) acceptance of the Deposit Securities would have certain adverse tax consequences to the Fund; (e) the acceptance of the Fund Deposit would, in the opinion of counsel, be unlawful; (f) the acceptance of the Fund Deposit would otherwise, in the discretion of the Trust or the Adviser, have an adverse effect on the Trust or the rights of beneficial owners; (g) the acceptance or receipt of the order for a Creation Unit would, in the opinion of counsel to the Trust, be unlawful; or (h) in the event that circumstances outside the control of the Trust, the Custodian, the Transfer Agent and/or the Adviser make it for all practical purposes not feasible to process orders for Creation Units. Examples of such circumstances include acts of God or public service or utility problems such as fires, floods, extreme weather conditions and power outages resulting in telephone, telecopy and computer failures; market conditions or activities causing trading halts; systems failures involving computer or other information systems affecting the Trust, the Principal Underwriter, the Custodian, the Transfer Agent, DTC, NSCC, Federal Reserve System, or any other participant in the creation process, and other extraordinary events. The Authorized Participant will be notified of an order rejection. The Trust, the Transfer Agent, the Custodian and the Principal Underwriter are under no duty, however, to give notification of any defects or irregularities in the delivery of Fund Deposits nor shall either of them incur any liability for the failure to give any such notification. The Trust, the Transfer Agent, the Custodian and the Principal Underwriter shall not be liable for the rejection of any purchase order for Creation Units.

All questions as to the number of shares of each security in the Deposit Securities and the validity, form, eligibility and acceptance for deposit of any securities to be delivered shall be determined by the Trust, and the Trust’s determination shall be final and binding.

CREATION TRANSACTION FEE. A purchase (i.e., creation) transaction fee is imposed for the transfer and other transaction costs associated with the purchase of Creation Units, and investors will be required to pay a fixed creation transaction fee for creations on a given day regardless of the number of Creation Units created on that day. A Fund may adjust the creation transaction fee from time to time. An additional transaction charge or variable charge (discussed below) will be applied to certain creation and redemption transactions, including non-standard orders, cash purchases, or partial cash purchases. Investors who use the services of a broker or other such intermediary may be charged a fee for such services. Investors are responsible for the costs of transferring the securities constituting the Deposit Securities to the account of the Trust.

REDEMPTION. Shares may be redeemed only in Creation Units at their net asset value next determined after receipt of a redemption request in proper form by a Fund through the Transfer Agent and only on a Business Day. EXCEPT UPON LIQUIDATION OF A FUND, THE TRUST WILL NOT REDEEM SHARES IN AMOUNTS LESS THAN CREATION UNITS. Investors must accumulate enough Shares in the secondary market to constitute a Creation Unit in order to have such Shares redeemed by the Trust. There can be no assurance, however, that there will be sufficient liquidity in the public trading market at any time to permit assembly of a Creation Unit. Investors should expect to incur brokerage and other costs in connection with assembling a sufficient number of Shares to constitute a redeemable Creation Unit.

With respect to each Fund, the Custodian, through the NSCC, makes available immediately prior to the opening of business on the Exchange (currently 9:30 a.m. Eastern time) on each Business Day, the list of the names and share quantities of each Fund’s portfolio securities that will be applicable (subject to possible amendment or correction) to redemption requests received in proper form (as defined below) on that day (“Fund Securities”). Fund Securities received on redemption may not be identical to Deposit Securities.

difference between the net asset value of the Shares being redeemed, as next determined after a receipt of a request in proper form, and the value of the Fund Securities (the “Cash Redemption Amount”), less a fixed redemption transaction fee and any applicable additional variable charge as set forth below. In the event that the Fund Securities have a value greater than the net asset value of the Shares, a compensating cash payment equal to the differential is required to be made by or through an Authorized Participant by the redeeming shareholder. Notwithstanding the foregoing: (i) the Trust will substitute a cash-in-lieu amount to replace any Fund Security that is a TBA transaction and the amount of cash paid out in such cases will be equivalent to the value of the TBA transaction listed as a Fund Security; and (ii) at Trust’s discretion, an Authorized Participant may receive the corresponding cash value of the securities in lieu of the in-kind securities value representing one or more Fund Securities.

REDEMPTION TRANSACTION FEE. A redemption transaction fee is imposed for the transfer and other transaction costs associated with the redemption of Creation Units, and investors will be required to pay a fixed redemption transaction fee for redemptions on a given day regardless of the number of Creation Units redeemed on that day. A Fund may adjust the redemption transaction fee from time to time. An additional charge or a variable charge (discussed below) will be applied to certain creation and redemption transactions, including non-standard orders, cash redemptions, or partial cash redemptions. Investors who use the services of a broker or other such intermediary may be charged a fee for such services. Investors are responsible for the costs of transferring the Fund Securities from the Trust to their account or on their order.

PROCEDURES FOR REDEMPTION OF CREATION UNITS — EQUITY ETFs. Orders to redeem Creation Units must be submitted in proper form to the Transfer Agent prior to the time as set forth in the Participant Agreement and/or applicable order form. A redemption request is considered to be in “proper form” if all procedures set forth in the Participant Agreement, order form and this SAI are properly followed. If the Transfer Agent does not receive the investor’s Shares through DTC’s facilities by the times and pursuant to the other terms and conditions set forth in the Participant Agreement, the redemption request shall be rejected.

The Authorized Participant must transmit the request for redemption, in the form required by the Trust, to the Transfer Agent in accordance with procedures set forth in the Participant Agreement and in accordance with the applicable order form. Investors should be aware that their particular broker may not have executed an Participant Agreement, and that, therefore, requests to redeem Creation Units may have to be placed by the investor’s broker through an Authorized Participant who has executed an Participant Agreement. Investors making a redemption request should be aware that such request must be in the form specified by such Authorized Participant. Investors making a request to redeem Creation Units should allow sufficient time to permit proper submission of the request by an Authorized Participant and transfer of the Shares to the Trust’s Transfer Agent; such investors should allow for the additional time that may be required to effect redemptions through their banks, brokers or other financial intermediaries if such intermediaries are not Authorized Participants.

PROCEDURES FOR REDEMPTION OF CREATION UNITS — FIXED INCOME ETFs. To be eligible to place redemption orders for Creation Units of the Funds, an entity must be a DTC Participant that has executed a Participant Agreement and have the ability to transact through the Federal Reserve System (except with respect to the International Treasury Bond ETFs). Orders to redeem Creation Units must be submitted in proper form to the Transfer Agent prior to the time as set forth in the Participant Agreement and/or the order form. A redemption request is considered to be in “proper form” if all procedures set forth in the Participant Agreement, order form and this SAI are properly followed. After the Trust has deemed an order for redemption received, the Trust will initiate procedures to transfer the requisite Fund Securities and the Cash Redemption Amount to the Authorized Participant on behalf of the redeeming beneficial owner by the Settlement Date.

With respect to in-kind redemptions of a Fund, the calculation of the value of the Fund Securities and the Cash Redemption Amount to be delivered upon redemption will be made by the Custodian according to the procedures set forth under “Determination of Net Asset Value”, computed on the Business Day on which a redemption order is deemed received by the Trust. Therefore, if a redemption order in proper form is submitted to the Principal Underwriter by a DTC Participant by the specified time on the Order Placement Date, and the requisite number of Shares of the Fund are delivered to the Custodian prior to 2:00 p.m. or 3:00 p.m. Eastern time (per applicable instructions) on the Settlement Date, then the value of the Fund Securities and the Cash Redemption Amount to be delivered will be determined by the Custodian on such Order Placement Date. If the requisite number of Shares of the Fund are not delivered by 2:00 p.m. or 3:00 p.m. Eastern time (per applicable instructions) on the Settlement Date, the Fund will not release the underlying securities for delivery unless collateral is posted in such percentage amount of missing Shares as set forth in the Participant Agreement (marked to market daily).

ADDITIONAL REDEMPTION PROCEDURES — ALL ETFs. With respect to in kind redemptions of a Fund, in connection with taking delivery of shares of Fund Securities upon redemption of Creation Units, an Authorized Participant must maintain appropriate custody arrangements with a qualified broker-dealer, bank or other custody providers in each jurisdiction in which any of the Fund

Securities are customarily traded (or such other arrangements as allowed by the Trust or its agents), to which account such Fund Securities will be delivered. Deliveries of redemption proceeds generally will be made within three Business Days of the trade date. Due to the schedule of holidays in certain countries, however, the delivery of in-kind redemption proceeds may take longer than three business days after the day on which the redemption request is received in proper form. The section below entitled “Local Market Holiday Schedules” identifies the instances where more than seven days would be needed to deliver redemption proceeds. Pursuant to an order of the SEC, in respect of the Fund, the Trust will make delivery of in-kind redemption proceeds within the number of days stated in the Local Market Holidays section to be the maximum number of days necessary to deliver redemption proceeds. If the Authorized Participant has not made appropriate arrangements to take delivery of the Fund Securities in the applicable foreign jurisdiction and it is not possible to make other such arrangements, or if it is not possible to effect deliveries of the Fund Securities in such jurisdiction, the Trust may, in its discretion, exercise its option to redeem such shares in cash, and the Authorized Participant will be required to receive its redemption proceeds in cash.

An Authorized Participant submitting a redemption request is deemed to represent to the Trust that it (or its client) (i) owns outright or has full legal authority and legal beneficial right to tender for redemption the requisite number of Shares to be redeemed and can receive the entire proceeds of the redemption, and (ii) the Shares to be redeemed have not been loaned or pledged to another party nor are they the subject of a repurchase agreement, securities lending agreement or such other arrangement which would preclude the delivery of such Shares to the Trust. The Trust reserves the right to verify these representations at its discretion, but will typically require verification with respect to a redemption request from a Fund in connection with higher levels of redemption activity and/or short interest in the Fund. If the Authorized Participant, upon receipt of a verification request, does not provide sufficient verification of its representations as determined by the Trust, the redemption request will not be considered to have been received in proper form and may be rejected by the Trust.

If it is not possible to make other such arrangements, or if it is not possible to effect deliveries of the Fund Securities, the Trust may in its discretion exercise its option to redeem such Shares in cash, and the redeeming investor will be required to receive its redemption proceeds in cash. In addition, an investor may request a redemption in cash that the Fund may, in its sole discretion, permit. In either case, the investor will receive a cash payment equal to the NAV of its Shares based on the NAV of Shares of the relevant Fund next determined after the redemption request is received in proper form (minus a redemption transaction fee and additional charge for requested cash redemptions specified above, to offset the Trust’s brokerage and other transaction costs associated with the disposition of Fund Securities). A Fund may also, in its sole discretion, upon request of a shareholder, provide such redeemer a portfolio of securities that differs from the exact composition of the Fund Securities but does not differ in net asset value.

Redemptions of shares for Fund Securities will be subject to compliance with applicable federal and state securities laws and each Fund (whether or not it otherwise permits cash redemptions) reserves the right to redeem Creation Units for cash to the extent that the Trust could not lawfully deliver specific Fund Securities upon redemptions or could not do so without first registering the Fund Securities under such laws. An Authorized Participant or an investor for which it is acting subject to a legal restriction with respect to a particular security included in the Fund Securities applicable to the redemption of Creation Units may be paid an equivalent amount of cash. The Authorized Participant may request the redeeming investor of the Shares to complete an order form or to enter into agreements with respect to such matters as compensating cash payment. Further, an Authorized Participant that is not a “qualified institutional buyer,” (“QIB”) as such term is defined under Rule 144A of the Securities Act, will not be able to receive Fund Securities that are restricted securities eligible for resale under Rule 144A. An Authorized Participant may be required by the Trust to provide a written confirmation with respect to QIB status in order to receive Fund Securities.

The right of redemption may be suspended or the date of payment postponed with respect to a Fund (1) for any period during which the Exchange is closed (other than customary weekend and holiday closings); (2) for any period during which trading on the Exchange is suspended or restricted; (3) for any period during which an emergency exists as a result of which disposal of the Shares of the Fund or determination of the NAV of the Shares is not reasonably practicable; or (4) in such other circumstance as is permitted by the SEC.

REQUIRED EARLY ACCEPTANCE OF ORDERS. Notwithstanding the foregoing, as described in the Participant Agreement and the applicable order form, Authorized Participants may be notified that the cut-off time for an order may be earlier on a particular Business Day.

Creation and Redemption Transaction Fees:


			MAXIMUM
	TRANSACTION		TRANSACTION
FUND	FEE, *		FEE, *
SPDR Dow Jones Total Market ETF	$	4,500	$	18,000
SPDR Dow Jones Large Cap ETF	$	2,000	$	8,000
SPDR S&P 500 Large Cap Growth ETF	$	1,000	$	4,000
SPDR S&P 500 Large Cap Value ETF	$	1,000	$	4,000
SPDR Dow Jones Mid Cap ETF	$	2,000	$	8,000
SPDR S&P 400 Mid Cap Growth ETF	$	1,000	$	4,000
SPDR S&P 400 Mid Cap Value ETF	$	1,000	$	4,000
SPDR S&P 600 Small Cap ETF	$	3,000	$	12,000
SPDR S&P 600 Small Cap Growth ETF	$	1,500	$	6,000
SPDR S&P 600 Small Cap Value ETF	$	1,500	$	6,000
SPDR Global Dow ETF	$	1,000	$	4,000
SPDR Dow Jones REIT ETF	$	1,000	$	4,000
SPDR S&P Bank ETF	$	250	$	1,000
SPDR S&P Capital Markets ETF	$	250	$	1,000
SPDR S&P Insurance ETF	$	250	$	1,000
SPDR S&P Mortgage Finance ETF	$	250	$	1,000
SPDR S&P Regional Banking ETF	$	250	$	1,000
SPDR Morgan Stanley Technology ETF	$	500	$	2,000
SPDR S&P Dividend ETF	$	250	$	1,000
SPDR S&P Aerospace & Defense ETF	$	250	$	1,000
SPDR S&P Biotech ETF	$	250	$	1,000
SPDR S&P Building & Construction ETF	$	250	$	1,000
SPDR S&P Computer Hardware ETF	$	250	$	1,000
SPDR S&P Food & Beverage ETF	$	250	$	1,000
SPDR S&P Health Care Equipment ETF	$	250	$	1,000
SPDR S&P Health Care Services ETF	$	250	$	1,000
SPDR S&P Homebuilders ETF	$	250	$	1,000
SPDR S&P LeisureTime ETF	$	250	$	1,000
SPDR S&P Metals & Mining ETF	$	250	$	1,000
SPDR S&P Oil & Gas Equipment & Services ETF	$	250	$	1,000
SPDR S&P Oil & Gas Exploration & Production ETF	$	250	$	1,000
SPDR S&P Outsourcing & IT Consulting ETF	$	250	$	1,000
SPDR S&P Pharmaceuticals ETF	$	250	$	1,000
SPDR S&P Retail ETF	$	250	$	1,000
SPDR S&P Semiconductor ETF	$	250	$	1,000
SPDR S&P Software & Services ETF	$	250	$	1,000
SPDR S&P Telecom ETF	$	250	$	1,000
SPDR S&P Transportation ETF	$	250	$	1,000
SPDR Wells Fargo Preferred Stock ETF	$	750	$	3,000
SPDR Barclays Capital 1-3 Month T-Bill ETF	$	250	$	1,000
SPDR Barclays Capital TIPS ETF	$	500	$	2,000
SPDR Barclays Capital Short Term Treasury ETF	$	500	$	2,000
SPDR Barclays Capital Intermediate Term Treasury ETF	$	500	$	2,000
SPDR Barclays Capital Long Term Treasury ETF	$	500	$	2,000
SPDR Barclays Capital Short Term Corporate Bond ETF	$	500	$	2,000
SPDR Barclays Capital Intermediate Term Corporate Bond ETF	$	500	$	2,000
SPDR Barclays Capital Long Term Corporate Bond ETF	$	500	$	2,000
SPDR Barclays Capital Issuer Scored Corporate Bond ETF	$	500	$	2,000
SPDR Barclays Capital Convertible Securities ETF	$	500	$	2,000
SPDR Barclays Capital Mortgage Backed Bond ETF	$	250	$	1,000
SPDR Barclays Capital Aggregate Bond ETF	$	500	$	2,000
SPDR Nuveen Barclays Capital Municipal Bond ETF	$	250	$	1,000
SPDR Nuveen Barclays Capital California Municipal Bond ETF	$	250	$	1,000
SPDR Nuveen Barclays Capital New York Municipal Bond ETF	$	250	$	1,000
SPDR Nuveen Barclays Capital Short Term Municipal Bond ETF	$	250	$	1,000


			MAXIMUM
	TRANSACTION		TRANSACTION
FUND	FEE, *		FEE, *
SPDR Nuveen S&P VRDO Municipal Bond ETF	$	250	$	1,000
SPDR Nuveen S&P High Yield Municipal Bond ETF	$	250	$	1,000
SPDR Nuveen Barclays Capital Build America Bond ETF	$	250	$	1,000
SPDR DB International Government Inflation-Protected Bond ETF	$	1,500	$	6,000
SPDR Barclays Capital Short Term International Treasury Bond ETF	$	1,500	$	6,000
SPDR Barclays Capital International Treasury Bond ETF	$	1,500	$	6,000
SPDR Barclays Capital International Corporate Bond ETF	$	1,500	$	6,000
SPDR Barclays Capital Emerging Markets Local Bond ETF	$	1,500	$	6,000
SPDR Barclays Capital High Yield Bond ETF	$	500	$	2,000


*		From time to time, any Fund may waive all or a portion of its applicable transaction fee(s). An additional charge of up to three (3) times the standard transaction fee may be charged to the extent a transaction is outside of the clearing process.

**		In addition to the transaction fees listed above, the Funds may charge an additional variable fee for creations and redemptions in cash to offset brokerage and impact expenses associated with the cash transaction. The variable transaction fee will be calculated based on historical transaction cost data and the Adviser’s view of current market conditions; however, the actual variable fee charged for a given transaction may be lower or higher than the trading expenses incurred by a Fund with respect to that transaction.

DETERMINATION OF NET ASSET VALUE

The following information supplements and should be read in conjunction with the sections in the applicable Prospectus entitled “PURCHASE AND SALE INFORMATION” and “ADDITIONAL PURCHASE AND SALE INFORMATION.”

Net asset value per Share for each Fund of the Trust is computed by dividing the value of the net assets of the Fund (i.e., the value of its total assets less total liabilities) by the total number of Shares outstanding. Expenses and fees, including the management fees, are accrued daily and taken into account for purposes of determining net asset value. The net asset value of a Fund is calculated by the Custodian and determined at the close of the regular trading session on the NYSE (ordinarily 4:00 p.m. Eastern time) on each day that such exchange is open. Fixed-income assets are generally valued as of the announced closing time for trading in fixed-income instruments on any day that the SIFMA (or applicable exchange or market on which a Fund’s investments are traded) announces an early closing time. Creation/redemption order cut-off times may also be earlier on such days.

In calculating a Fund’s net asset value per Share, the Fund’s investments are generally valued using market valuations. A market valuation generally means a valuation (i) obtained from an exchange, a pricing service, or a major market maker (or dealer), (ii) based on a price quotation or other equivalent indication of value supplied by an exchange, a pricing service, or a major market maker (or dealer) or (iii) based on amortized cost. In the case of shares of other funds that are not traded on an exchange, a market valuation means such fund’s published net asset value per share. The Adviser may use various pricing services, or discontinue the use of any pricing service, as approved by the Board from time to time. A price obtained from a pricing service based on such pricing service’s valuation matrix may be considered a market valuation. Any assets or liabilities denominated in currencies other than the U.S. dollar are converted into U.S. dollars at the current market rates on the date of valuation as quoted by one or more sources.

In the event that current market valuations are not readily available or such valuations do not reflect current market value, the Trust’s procedures require the Pricing and Investment Committee to determine a security’s fair value if a market price is not readily available. In determining such value the Pricing and Investment Committee may consider, among other things, (i) price comparisons among multiple sources, (ii) a review of corporate actions and news events, and (iii) a review of relevant financial indicators (e.g., movement in interest rates, market indices, and prices from the Funds’ index providers). In these cases, the Fund’s net asset value may reflect certain portfolio securities’ fair values rather than their market prices. Fair value pricing involves subjective judgments and it is possible that the fair value determination for a security is materially different than the value that could be realized upon the sale of the security. In addition, fair value pricing could result in a difference between the prices used to calculate a Fund’s net asset value and the prices used by the Fund’s benchmark Index. This may result in a difference between the Fund’s performance and the performance of the applicable Fund’s benchmark Index. With respect to securities that are primarily listed on foreign exchanges, the value of a Fund’s portfolio securities may change on days when you will not be able to purchase or sell your Shares.

DIVIDENDS AND DISTRIBUTIONS

The following information supplements and should be read in conjunction with the section in each Prospectus entitled “DISTRIBUTIONS.”

GENERAL POLICIES

Dividends from net investment income, if any, are generally declared and paid monthly by each Fixed Income ETF and quarterly for each Equity ETF, but may vary significantly from period to period. Distributions of net realized securities gains, if any, generally are declared and paid once a year, but the Trust may make distributions on a more frequent basis for a Fund to improve index tracking or to comply with the distribution requirements of the Internal Revenue Code, in all events in a manner consistent with the provisions of the 1940 Act.

Dividends and other distributions on Shares are distributed, as described below, on a pro rata basis to Beneficial Owners of such Shares. Dividend payments are made through DTC Participants and Indirect Participants to Beneficial Owners then of record with proceeds received from the Trust.

The Trust makes additional distributions to the extent necessary (i) to distribute the entire annual taxable income of the Trust, plus any net capital gains and (ii) to avoid imposition of the excise tax imposed by Section 4982 of the Internal Revenue Code. Management of the Trust reserves the right to declare special dividends if, in its reasonable discretion, such action is necessary or advisable to preserve the status of a Fund as a regulated investment company (“RIC”) or to avoid imposition of income or excise taxes on undistributed income.

DIVIDEND REINVESTMENT

Broker dealers, at their own discretion, may offer a dividend reinvestment service under which Shares are purchased in the secondary market at current market prices. Investors should consult their broker dealer for further information regarding any dividend reinvestment service offered by such broker dealer.

TAXES

The following is only a summary of certain additional federal income tax considerations generally affecting the Funds and their shareholders that are not described in the Prospectus. No attempt is made to present a detailed explanation of the federal, state, local or foreign tax treatment of the Funds or their shareholders, and the discussion here and in the Prospectus is not intended to be a substitute for careful tax planning.

The following general discussion of certain federal income tax consequences is based on the Internal Revenue Code and the regulations issued thereunder as in effect on the date of this Statement of Additional Information. New legislation, as well as administrative changes or court decisions, may significantly change the conclusions expressed herein, and may have a retroactive effect with respect to the transactions contemplated herein.

The following information also supplements and should be read in conjunction with the section in the Prospectus entitled “ADDITIONAL TAX INFORMATION.”

RIC MODERNIZATION ACT. Congress passed the Regulated Investment Company Modernization Act on December 22, 2010 (the “RIC Mod Act”) which makes certain beneficial changes for RICs and their shareholders, some of which are referenced below. In general, the RIC Mod Act contains simplification provisions effective for taxable years beginning after December 22, 2010, which are aimed at preventing disqualification of a RIC for “inadvertent” failures of the asset diversification and/or qualifying income tests. Additionally, the RIC Mod Act allows capital losses to be carried forward indefinitely, and retain the character of the original loss, exempts RICs from the preferential dividend rule, and repeals the 60-day designation requirement for certain types of income and gains.

if any, to the extent that it timely distributes such income and capital gains to its shareholders. In order to be taxable as a RIC, a Fund must distribute annually to its shareholders at least 90% of its net investment income (generally net investment income plus the excess of net short-term capital gains over net long-term capital losses) and at least 90% of its net tax exempt interest income, for each tax year, if any, to its shareholders (“Distribution Requirement”) and also must meet several additional requirements. Among these requirements are the following: (i) at least 90% of a Fund’s gross income each taxable year must be derived from dividends, interest, payments with respect to securities loans, gains from the sale or other disposition of stock, securities or foreign currencies, or other income derived with respect to its business of investing in such stock, securities or currencies, and net income derived from an interest in qualified publicly traded partnerships; (ii) at the end of each fiscal quarter of the Fund’s taxable year, at least 50% of the market value of its total assets must be represented by cash and cash items, U.S. government securities, securities of other RICs and other securities, with such other securities limited, in respect to any one issuer, to an amount not greater than 5% of the value of the Fund’s total assets or more than 10% of the outstanding voting securities of such issuer, and (iii) at the end of each fiscal quarter of the Fund’s taxable year, not more than 25% of the value of its total assets is invested in the securities (other than U.S. government securities or securities of other RICs) of any one issuer or the securities of two or more issuers engaged in the same, similar, or related trades or businesses if the Fund owns at least 20% of the voting power of such issuers, or the securities of one or more qualified publicly traded partnerships.

Each Fund is treated as a separate corporation for federal income tax purposes. A Fund therefore is considered to be a separate entity in determining its treatment under the rules for RICs described herein and in the Prospectus. Losses in one Fund do not offset gains in another and the requirements (other than certain organizational requirements) for qualifying RIC status are determined at the Fund level rather than at the Trust level.

If a Fund fails to satisfy the qualifying income or diversification requirements in any taxable year, such Fund may be eligible for relief provisions if the failures are due to reasonable cause and not willful neglect and if a penalty tax is paid with respect to each failure to satisfy the applicable requirements. Additionally, relief is provided for certain de minimis failures of the diversification requirements where a Fund corrects the failure within a specified period of time. If a Fund fails to qualify as a RIC, and these relief provisions are not available, the Fund will be taxable at regular corporate rates (and, to the extent applicable, corporate alternative minimum tax). In such an event, all distributions (including capital gains distributions) will be taxable as ordinary dividends to the extent of the Fund’s current and accumulated earnings and profits, subject to the dividends-received deduction for corporate shareholders and the lower tax rates applicable to qualified dividend income distributed to individuals. In addition, a Fund could be required to recognize unrealized gains, pay substantial taxes and interest and make substantial distributions before requalifying as a RIC. The Board reserves the right not to maintain the qualification of a Fund as a RIC if it determines such course of action to be beneficial to shareholders.

The RIC Mod Act provides that for taxable years beginning after December 22, 2010, a Fund may elect to treat part or all of any “qualified late year loss” as if it had been incurred in the succeeding taxable year in determining the Fund’s taxable income, net capital gain, net short-term capital gain, and earnings and profits. The effect of this election is to treat any such “qualified late year loss” as if it had been incurred in the succeeding taxable year in characterizing Fund distributions for any calendar year. A “qualified late year loss” generally includes net capital loss, net long-term capital loss, or net short-term capital loss incurred after October 31 of the current taxable year (commonly referred to as “post-October losses”) and certain other late-year losses.

The RIC Mod Act also changed the treatment of capital loss carryovers for RICs. The new rules are similar to those that apply to capital loss carryovers of individuals and provide that such losses are carried over by a Fund indefinitely. Thus, if a Fund has a “net capital loss” (that is, capital losses in excess of capital gains) for a taxable year beginning after December 22, 2010, the excess of the Fund’s net short-term capital losses over its net long-term capital gains is treated as a short-term capital loss arising on the first day of such Fund’s next taxable year, and the excess (if any) of the Fund’s net long-term capital losses over its net short-term capital gains is treated as a long-term capital loss arising on the first day of the Fund’s next taxable year. In addition, the carryover of capital losses may be limited under the general loss limitation rules if a Fund experiences an ownership change as defined in the Internal Revenue Code.

Each Fund will be subject to a 4% excise tax on certain undistributed income if it does not distribute to its shareholders in each calendar year at least 98% of its ordinary income for the calendar year plus 98.2% of its capital gain net income for the twelve months ended October 31 of such year. Each Fund intends to declare and distribute dividends and distributions in the amounts and at the times necessary to avoid the application of this 4% excise tax but can make no assurances that all such tax liability will be eliminated.

amounts of dividends received from ordinary income, the amount of distributions received from capital gains and the portion of dividends which may qualify for the dividends received deduction, if any.

A portion of the dividends received from a Fund may be treated as qualified dividend income (eligible for the reduced maximum rate to individuals of 15% (lower rates apply to individuals in lower tax brackets) to the extent that the Fund receives qualified dividend income. Qualified dividend income includes, in general, subject to certain holding period requirements and other requirements, dividend income from certain U.S. and foreign corporations. Eligible foreign corporations include those incorporated in possessions of the United States, those incorporated in certain countries with comprehensive tax treaties with the United States and those whose stock is tradable on an established securities market in the United States. A dividend will not be treated as qualified dividend income to the extent that (i) the shareholder has not held the shares of the Fund on which the dividend was paid for more than 60 days during the 121-day period that begins on the date that is 60 days before the date on which the shares of the Fund become ex-dividend with respect to such dividend (and the Fund also satisfies those holding period requirements with respect to the securities it holds that paid the dividends distributed to the shareholder), (ii) the shareholder is under an obligation (whether pursuant to a short sale or otherwise) to make related payments with respect to substantially similar or related property, or (iii) the shareholder elects to treat such dividend as investment income under section 163(d)(4)(B) of the Internal Revenue Code. Dividends received by the Fund from a REIT or another RIC may be treated as qualified dividend income only to the extent the dividend distributions are attributable to qualified dividend income received by such REIT or RIC. It is expected that dividends received by a Fund from a REIT and distributed to a shareholder generally will be taxable to the shareholder as ordinary income.

A Fund may derive capital gains and losses in connection with the sale or other disposition of its portfolio securities. Distributions from net short-term capital gains will be taxable to shareholders as ordinary income. Distributions from net long-term gains will be taxable to you at long-term capital gains rates, regardless of how long you have held your Shares in a Fund. Long-term capital gains are currently taxed at a maximum rate of 15%.

Absent further legislation, the lower rates applicable to qualified dividend income and long-term capital gains will cease to apply to taxable years beginning after December 31, 2012.

Distribution of ordinary income and capital gains may also be subject to foreign, state and local taxes depending on a shareholder’s circumstances.

The Municipal Bond ETFs intend to satisfy certain conditions (including requirements as to the proportion of their assets invested in municipal securities) that will enable them to designate distributions from the interest income generated by investments in municipal securities, which is exempt from regular federal income tax when received by such Fund, as exempt-interest dividends. Shareholders receiving exempt-interest dividends will not be subject to regular federal income tax on the amount of such dividends, but may (as discussed below) become subject to the federal alternative minimum tax. Insurance proceeds received by the Fund under any insurance policies in respect of scheduled interest payments on defaulted municipal securities will generally be excludable from federal gross income under Section 103(a) of the Internal Revenue Code. In the case of non-appropriation by a political subdivision, however, there can be no assurance that payments made by the insurer representing interest on non-appropriation lease obligations will be excludable from gross income for federal income tax purposes.

Depending on a shareholder’s state of residence, exempt interest dividends paid by the Municipal Bond ETFs from interest earned on municipal securities of that state, or its political subdivision, may be exempt in the hands of such shareholder from income tax in that state. However, income from municipal securities of states other than the shareholder’s state of residence generally will not qualify for tax-free treatment for such shareholder. For a general discussion of the state and local tax treatment to shareholders of the SPDR Nuveen Barclays Capital California Municipal Bond ETF and SPDR Nuveen Barclays Capital New York Municipal Bond ETF, see the section titled “State Tax Matters” below.

Distributions by the Municipal Bond ETFs of net interest received from certain taxable temporary investments (such as certificates of deposit, commercial paper and obligations of the U.S. Government, its agencies and instrumentalities) and net short-term capital gains realized by a Municipal Bond ETF, if any, will be taxable to shareholders as ordinary income whether received in cash or additional shares. If the Municipal Bond ETF purchases a municipal security at a market discount, any gain realized by the Municipal Bond ETF upon sale or redemption of the municipal security will be treated as taxable interest income to the extent such gain does not exceed the market discount, and any gain realized in excess of the market discount will be treated as capital gains.

indebtedness incurred by a shareholder to purchase or carry shares of the Municipal Bond ETFs will not be deductible for U.S. federal income tax purposes. If a shareholder receives exempt-interest dividends with respect to any share of a Municipal Bond ETF and if the share is held by the shareholder for six months or less, then any loss on the sale or exchange of the share may, to the extent of the exempt-interest dividends, be disallowed, In addition, the Internal Revenue Code may require a shareholder in a Municipal Bond ETF that receives exempt-interest dividends to treat as taxable income a portion of certain otherwise non-taxable social security and railroad retirement benefit payments. Furthermore, a portion of any exempt-interest dividend paid by a Municipal Bond ETF that unexpectedly represents income derived from certain revenue or private activity bonds held by a Municipal Bond ETF may not retain its tax-exempt status in the hands of a shareholder who is a “substantial user” of a facility financed by such bonds, or a “related person” thereof. In addition, the receipt of dividends and distributions from the Municipal Bond ETF may affect a foreign corporate shareholder’s federal “branch profits” tax liability and the federal “excess net passive income” tax liability of a shareholder of a Subchapter S corporation. Shareholders should consult their own tax advisers as to whether they are (i) “substantial users” with respect to a facility or “related” to such users within the meaning of the Internal Revenue Code or (ii) subject to the federal “branch profits” tax, or the deferral “excess net passive income” tax.

Federal tax law imposes an alternative minimum tax with respect to both corporations and individuals. Interest on certain municipal securities that meet the definition of private activity bonds under the Internal Revenue Code is included as an item of tax preference in determining the amount of a taxpayer’s alternative minimum taxable income. To the extent that a Municipal Bond ETF receives income from private activity bonds, a portion of the dividends paid by it, although otherwise exempt from federal income tax, will be taxable to those shareholders subject to the alternative minimum tax regime. The Municipal Bond ETFs will annually supply shareholders with a report indicating the percentage of their income attributable to municipal securities required to be included in calculating the federal alternative minimum tax.

In addition, the alternative minimum taxable income for corporations is increased by 75% of the difference between an alternative measure of income (“adjusted current earnings”) and the amount otherwise determined to be the alternative minimum taxable income. Interest on all municipal securities, and therefore all distributions by the Municipal Bond ETFs that would otherwise be tax-exempt, is included in calculating a corporation’s adjusted current earnings.

Recent legislation effective beginning in 2013 provides that U.S. individuals with income exceeding $200,000 ($250,000 if married and filing jointly) will be subject to a new 3.8% Medicare contribution tax on their “net investment income,” which includes taxable interest, dividends, and capital gains (including capital gains realized on the sale or exchange of Shares) but does not include exempt-interest dividends paid by Municipal Bond ETFs.

TAXATION OF SHAREHOLDERS — SALE OR EXCHANGE OF SHARES. In general, a sale or exchange of Shares results in capital gain or loss, and for individual shareholders, is taxable at a federal rate dependent upon the length of time the Shares were held. Fund Shares held for a period of one year or less at the time of such sale or exchange will, for tax purposes, generally result in short-term capital gains or losses and those held for more than one year will generally result in long-term capital gains or losses. Under current law, the maximum tax rate on long-term capital gains available to non-corporate shareholders generally is 15%. As noted above, without future legislation, the maximum tax rate on long-term capital gains will increase beginning in 2011.

Gain or loss on the sale or exchange of Shares in a Fund is measured by the difference between the amount received and the adjusted tax basis of the Shares. Shareholders should keep records of investments made (including Shares acquired through reinvestment of dividends and distribution) so they can compute the tax basis of their Shares. It may not be advantageous from a tax perspective for shareholders to sell or redeem shares of a Municipal Bond ETF after tax-exempt income has accrued but before the record date for the exempt-interest dividend representing the distribution of such income. Because such accrued tax-exempt income is included in the net asset value per share, such a sale or redemption could result in treatment of the portion of the sales or redemption proceeds equal to the accrued tax-exempt interest as taxable gain (to the extent the redemption or exchange price exceeds the shareholder’s tax basis in the Municipal Bond ETF shares disposed of) rather than tax-exempt interest.

A loss realized on a sale or exchange of Shares of a Fund may be disallowed if other substantially identical Shares are acquired (whether through the automatic reinvestment of dividends or otherwise) within a sixty-one (61) day period beginning thirty (30) days before and ending thirty (30) days after the date that the Shares are disposed of. In such a case, the basis of the Shares acquired must be adjusted to reflect the disallowed loss. Any loss upon the sale or exchange of Shares held for six (6) months or less is treated as long-term capital loss to the extent of any capital gain dividends received by the shareholders.

reduce or eliminate such taxes. If a Fund meets certain requirements, which include a requirement that more than 50% of the value of the Fund’s total assets at the close of its respective taxable year consists of stocks or securities of foreign corporations, then the Fund should be eligible to file an election with the Internal Revenue Service that may enable shareholders, in effect, to receive either the benefit of a foreign tax credit, or a tax deduction, with respect to any foreign and U.S. possessions income taxes paid such Fund, subject to certain limitations. Pursuant to this election, the Fund will treat those taxes as dividends paid to its shareholders. Each such shareholder will be required to include a proportionate share of those taxes in gross income as income received from a foreign source and must treat the amount so included as if the shareholder had paid the foreign tax directly. The shareholder may then either deduct the taxes deemed paid by him or her in computing his or her taxable income or, alternatively, use the foregoing information in calculating any foreign tax credit the shareholder may be entitled to use against such shareholder’s federal income tax. If the Fund makes this election, the Fund will report annually to its shareholders the respective amounts per share of the Fund’s income from sources within, and taxes paid to, foreign countries and U.S. possessions. Foreign tax credits, if any, received by a Fund as a result of an investment in another RIC (including an ETF which is taxable as a RIC) will not be passed through to you unless the Fund qualifies as a “qualified fund of funds” under the Internal Revenue Code. If the Fund is a “qualified fund of funds” it will be eligible to file an election with the Internal Revenue Service that will enable it to pass along these foreign tax credits to its shareholders. A Fund will be treated as a “qualified fund of funds” if at least 50% of the value of the Fund’s total assets (at the close of each quarter of the Fund’s taxable year) is represented by interests in other RICs.

A Fund’s transactions in foreign currencies and forward foreign currency contracts will be subject to special provisions of the Internal Revenue Code that, among other things, may affect the character of gains and losses realized by the Funds (i.e., may affect whether gains or losses are ordinary or capital), accelerate recognition of income to the Fund and defer losses. These rules could therefore affect the character, amount and timing of distributions to shareholders. These provisions also may require a Fund to mark-to-market certain types of positions in their portfolios (i.e., treat them as if they were closed out) which may cause the Fund to recognize income without receiving cash with which to make distributions in amounts necessary to satisfy the RIC distribution requirements for avoiding income and excise taxes. The Funds intend to monitor their transactions, intend to make the appropriate tax elections, and intend to make the appropriate entries in their books and records when they acquire any foreign currency or forward foreign currency contract in order to mitigate the effect of these rules so as to prevent disqualification of a Fund as a RIC and minimize the imposition of income and excise taxes.

If a Fund owns shares in certain foreign investment entities, referred to as “passive foreign investment companies” or “PFIC,” the Fund will be subject to one of the following special tax regimes: (i) the Fund is liable for U.S. federal income tax, and an additional interest charge, on a portion of any “excess distribution” from such foreign entity or any gain from the disposition of such shares, even if the entire distribution or gain is paid out by the Fund as a dividend to its shareholders; (ii) if the Fund were able and elected to treat a PFIC as a “qualifying electing fund” or “QEF,” the Fund would be required each year to include in income, and distribute to shareholders in accordance with the distribution requirements set forth above, the Fund’s pro rata share of the ordinary earnings and net capital gains of the passive foreign investment company, whether or not such earnings or gains are distributed to the Fund; or (iii) the Fund may be entitled to mark-to-market annually shares of the PFIC, and in such event would be required to distribute to shareholders any such mark-to-market gains in accordance with the distribution requirements set forth above.

Each Fund may invest in complex securities. These investments may be subject to numerous special and complex rules. These rules could affect whether gains and losses recognized by a Fund are treated as ordinary income or capital gain, accelerate the recognition of income to the Fund and/or defer the Fund’s ability to recognize losses. In turn, these rules may affect the amount, timing or character of the income distributed to you by a Fund.

Each Fund is required for federal income tax purposes to mark-to-market and recognize as income for each taxable year its net unrealized gains and losses on certain futures contracts as of the end of the year as well as those actually realized during the year. Gain or loss from futures and options contracts on broad-based indexes required to be marked to market will be 60% long-term and 40% short-term capital gain or loss. Application of this rule may alter the timing and character of distributions to shareholders. A Fund may be required to defer the recognition of losses on futures contracts, options contracts and swaps to the extent of any unrecognized gains on offsetting positions held by the Fund. It is anticipated that any net gain realized from the closing out of futures or options contracts will be considered gain from the sale of securities and therefore will be qualifying income for purposes of the 90% qualifying requirement. Each Fund distributes to shareholders at least annually any net capital gains which have been recognized for federal income tax purposes, including unrealized gains at the end of the Funds’ fiscal year on futures or options transactions. Such distributions are combined with distributions of capital gains realized on each Fund’s other investments and shareholders are advised on the nature of the distributions.

As a result of entering into swap contracts, a Fund may make or receive periodic net payments. Each Fund may also make or receive a payment when a swap is terminated prior to maturity through an assignment of the swap or other closing transaction. Periodic net payments, if positive, will generally constitute taxable ordinary income and, if negative, will reduce net tax-exempt income, while termination of a swap will generally result in capital gain or loss (which will be a long-term capital gain or loss if a Fund has been a party to the swap for more than one year). The tax treatment of many types of credit default swaps is uncertain and may affect the amount, timing or character of the income distributed to you by the Fund.

Investments by a Fund in zero coupon or other discount securities will result in income to the Fund equal to a portion of the excess face value of the securities over their issue price (the “original issue discount” or “OID”) each year that the securities are held, even though the Fund receives no cash interest payments. In other circumstances, whether pursuant to the terms of a security or as a result of other factors outside the control of the Fund, the Fund may recognize income without receiving a commensurate amount of cash. Such income is included in determining the amount of income that a Fund must distribute to maintain its status as a RIC and to avoid the payment of federal income tax, including the nondeductible 4% excise tax described above. Because such income may not be matched by a corresponding cash distribution to the Fund, the Fund may be required to borrow money or dispose of other securities to be able to make distributions to its shareholders.

Any market discount recognized on a bond is taxable as ordinary income. A market discount bond is a bond acquired in the secondary market at a price below redemption value or adjusted issue price if issued with original issue discount. Absent an election by a Fund to include the market discount in income as it accrues, gain on the Fund’s disposition of such an obligation will be treated as ordinary income rather than capital gain to the extent of the accrued market discount. If a Municipal Bond ETF purchases a municipal security at a market discount, any gain realized by such Fund upon sale or redemption of the municipal security will be treated as taxable interest income to the extent such gain does not exceed the market discount, and any gain realized in excess of the market discount will be treated as capital gains.

Special rules apply if a Fund holds inflation-indexed bonds (TIPs). Generally, all stated interest on such bonds is taken into income by a Fund under its regular method of accounting for interest income. The amount of positive inflation adjustment, which results in an increase in the inflation-adjusted principal amount of the bond, is treated as OID. The OID is included in the Fund’s gross income ratably during the period ending with the maturity of the bond, under the general OID inclusion rules. The amount of a Fund’s OID in a taxable year with respect to a bond will increase a Fund’s taxable income for such year without a corresponding receipt of cash, until the bond matures. As a result, the Fund may need to use other sources of cash to satisfy its distributions for such year. The amount of negative inflation adjustments, which results in a decrease in the inflation-adjusted principal amount of the bond, reduces the amount of interest (including stated interest, OID, and market discount, if any) otherwise includable in the Fund’s income with respect to the bond for the taxable year.

FOREIGN SHAREHOLDERS. Dividends paid by a Fund to shareholders who are nonresident aliens or foreign entities will be subject to a 30% United States withholding tax unless a reduced rate of withholding or a withholding exemption is provided under applicable treaty law to the extent derived from investment income and short-term capital gain (other than “qualified short-term capital gain dividends” and “interest-related dividends” described below) or unless such income is effectively connected with a U.S. trade or business carried on through a permanent establishment in the United States. Nonresident shareholders are urged to consult their own tax advisors concerning the applicability of the United States withholding tax and the proper withholding form(s) to be submitted to a Fund. A non-U.S. shareholder who fails to provide an appropriate IRS Form W-8 may be subject to backup withholding at the appropriate rate.

For taxable years beginning after December 31, 2013, a 30% United States withholding tax will be imposed on dividends and proceeds from the sale of Shares received by shareholders who own their shares through foreign accounts or foreign intermediaries if certain disclosure requirements related to U.S. accounts or ownership are not satisfied.

A Fund may, under certain circumstances, designate all or a portion of a dividend as an “interest-related dividend” that if received by a nonresident alien or foreign entity generally would be exempt from the 30% U.S. withholding tax, provided that certain other requirements are met. A Fund may also, under certain circumstances, designate all or a portion of a dividend as a “short-term capital gain dividend” which if received by a nonresident alien or foreign entity generally would be exempt from the 30% U.S. withholding tax, unless the foreign person is a nonresident alien individual present in the United States for a period or periods aggregating 183 days or more during the taxable year. In the case of Shares held through an intermediary, the intermediary may withhold even if a Fund designates the payment as an interest-related dividend or as a short-term capital gain dividend. Non-U.S. shareholders should contact their intermediaries with respect to the application of these rules to their accounts. Absent future legislation, the withholding exemptions for interest-related dividends and short-term capital gain dividends only applies to dividends with respect to taxable years of a Fund beginning before January 1, 2012.

The Foreign Investment in Real Property Tax Act of 1980 (“FIRPTA”) makes non-U.S. persons subject to U.S. tax on disposition of a U.S. real property interest as if he or she were a U.S. person. Such gain is sometimes referred to as “FIRPTA gain”. The Internal Revenue Code provides a look-through rule for distributions of “FIRPTA gain” by a RIC if all of the following requirements are met: (i) the RIC is classified as a “qualified investment entity” (a “qualified investment entity” includes a RIC if, in general, more than 50% of the RIC’s assets consists of interests in REITs and U.S. real property holding corporations); and (ii) you are a non-U.S. shareholder that owns more than 5% of a class of Fund Shares at any time during the one-year period ending on the date of the distribution. If these conditions are met, Fund distributions to you are treated as gain from the disposition of a U.S. real property interest (“USRPI”), causing the distribution to be subject to U.S. withholding tax at a rate of 35%, and requiring that you file a nonresident U.S. income tax return. Also, such gain may be subject to a 30% branch profits tax in the hands of a non-U.S. shareholder that is a corporation. Even if a non-U.S. shareholder does not own more than 5% of a class of the Fund’s shares, Fund distributions to you that are attributable to gain from the sale or disposition of a USRPI will be taxable as ordinary dividends subject to withholding at a 30% or lower treaty rate.

BACKUP WITHHOLDING. A Fund will be required in certain cases to withhold at applicable withholding rates and remit to the United States Treasury the amount withheld on amounts payable to any shareholder who (1) has provided the Fund either an incorrect tax identification number or no number at all, (2) who is subject to backup withholding by the Internal Revenue Service for failure to properly report payments of interest or dividends, (3) who has failed to certify to the Fund that such shareholder is not subject to backup withholding, or (4) has not certified that such shareholder is a U.S. person (including a U.S. resident alien).

TAX-EXEMPT SHAREHOLDERS. Certain tax-exempt shareholders, including qualified pension plans, individual retirement accounts, salary deferral arrangements, 401(k)s, and other tax-exempt entities, generally are exempt from federal income taxation except with respect to their unrelated business taxable income (“UBTI”). Under current law, a Fund generally serves to block UBTI from being realized by their tax-exempt shareholders. However, notwithstanding the foregoing, tax-exempt shareholders could realize UBTI by virtue of their investment in a Fund where, for example, (i) the Fund invests in REITs that hold residual interests in real estate mortgage investment conduits (“REMICs”) or (ii) Shares in the Fund constitute debt-financed property in the hands of the tax-exempt shareholder within the meaning of section 514(b) of the Internal Revenue Code. Charitable remainder trusts are subject to special rules and should consult their tax advisors. There are no restrictions preventing a Fund from holding investments in REITs that hold residual interests in REMICs, and a Fund may do so. The Internal Revenue Service has issued recent guidance with respect to these issues and prospective shareholders, especially charitable remainder trusts, are strongly encouraged to consult with their tax advisors regarding these issues.

CREATION UNITS. An Authorized Participant who exchanges securities for Creation Units generally will recognize a gain or a loss. The gain or loss will be equal to the difference between the market value of the Creation Units at the time and the sum of the exchanger’s aggregate basis in the securities surrendered plus the amount of cash paid for such Creation Units. A person who redeems Creation Units will generally recognize a gain or loss equal to the difference between the exchanger’s basis in the Creation Units and the sum of the aggregate market value of any securities received plus the amount of any cash received for such Creation Units. The Internal Revenue Service, however, may assert that a loss realized upon an exchange of securities for Creation Units cannot be deducted currently under the rules governing “wash sales,” or on the basis that there has been no significant change in economic position.

Any capital gain or loss realized upon the creation of Creation Units will generally be treated as long-term capital gain or loss if the securities exchanged for such Creation Units have been held for more than one year. Any capital gain or loss realized upon the redemption of Creation Units will generally be treated as long-term capital gain or loss if the shares comprising the Creation Units have been held for more than one year. Otherwise, such capital gains or losses will be treated as short-term capital gain or loss.

A Fund has the right to reject an order to for Creation Units if the purchaser (or group of purchasers) would, upon obtaining the shares so ordered, own 80% or more of the outstanding shares of the Fund and if, pursuant to section 351 of the Internal Revenue Code, the respective Fund would have a basis in the deposit securities different from the market value of such securities on the date of deposit. A Fund also has the right to require information necessary to determine beneficial Share ownership for purposes of the 80% determination.

Persons purchasing or redeeming Creation Units should consult their own tax advisors with respect to the tax treatment of any creation or redemption transaction.

100

TAX SHELTER REPORTING REGULATIONS. Under promulgated Treasury regulations, if a shareholder recognizes a loss on disposition of a Fund’s Shares of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder, the shareholder must file with the IRS a disclosure statement on Form 8886. Direct shareholders of portfolio securities are in many cases excepted from this reporting requirement, but under current guidance, shareholders of a RIC are not excepted. Future guidance may extend the current exception from this reporting requirement to shareholders of most or all regulated investment companies. In addition, pursuant to recently enacted legislation, significant penalties may be imposed for the failure to comply with the reporting requirements. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayer’s treatment of the loss is proper. Shareholders should consult their tax advisers to determine the applicability of these regulations in light of their individual circumstances.

The foregoing discussion is a summary only and is not intended as a substitute for careful tax planning. Purchasers of Shares should consult their own tax advisors as to the tax consequences of investing in such Shares, including under state, local and other tax laws. Finally, the foregoing discussion is based on applicable provisions of the Internal Revenue Code, regulations, judicial authority and administrative interpretations in effect on the date hereof. Changes in applicable authority could materially affect the conclusions discussed above, and such changes often occur.

STATE TAX MATTERS. The discussion of state and local tax treatment is based on the assumptions that the Funds will qualify under Subchapter M of the Internal Revenue Code as RICs, that they will satisfy the conditions which will cause distributions to qualify as exempt-interest dividends to shareholders when distributed as intended, and that each Fund will distribute all interest and dividends it receives to its shareholders. The tax discussion summarizes general state and local tax laws which are currently in effect and which are subject to change by legislative, judicial or administrative action; any such changes may be retroactive with respect to the applicable Fund’s transactions. Investors should consult a tax advisor for more detailed information about state and local taxes to which they may be subject.

Many states grant tax-free status to dividends paid to you from interest earned on direct obligations of the U.S. government, subject in some states to minimum investment requirements that must be met by the Fund. Investment in Government National Mortgage Association (“Ginnie Mae”) or Federal National Mortgage Association (“Fannie Mae”) securities, banker’s acceptances, commercial paper, and repurchase agreements collateralized by U.S. government securities do not generally qualify for such tax-free treatment. The rules on exclusion of this income are different for corporate shareholders.

CALIFORNIA. The following is a general, abbreviated summary of certain provisions of the applicable California tax law as presently in effect as it directly governs the taxation of resident individual and corporate shareholders of the SPDR Nuveen Barclays Capital California Municipal Bond ETF. This summary does not address the taxation of other shareholders nor does it discuss any local taxes that may be applicable. These provisions are subject to change by legislative, administrative or judicial action, and any such change may be retroactive with respect to transactions of the SPDR Nuveen Barclays Capital California Municipal Bond ETF.

The following is based on the assumptions that the SPDR Nuveen Barclays Capital California Municipal Bond ETF will qualify under Subchapter M of the Code as a RIC, that it will satisfy the conditions which will cause its distributions to qualify as exempt-interest dividends to shareholders, and that it will distribute all interest and dividends it receives to its shareholders.

The SPDR Nuveen Barclays Capital California Municipal Bond ETF will be subject to the California corporate franchise and corporation income tax only if it has a sufficient nexus with California. If the SPDR Nuveen Barclays Capital California Municipal Bond ETF is subject to the California franchise or corporation income tax, it does not expect to pay a material amount of such tax.

Distributions by the SPDR Nuveen Barclays Capital California Municipal Bond ETF that are attributable to interest on any obligation of California and its political subdivisions or to interest on obligations of the United States, its territories, possessions or instrumentalities that are exempt from state taxation under federal law will not be subject to the California personal income tax. For purposes of determining interest earned on obligations of the United States, distributions attributable to interest on Fannie Mae securities, Government National Mortgage Association securities, and repurchase agreements are not treated as obligations of the United States and therefore will be subject to California personal income tax. All other distributions, including distributions attributable to capital gains, will also be subject to the California personal income tax.

All distributions of the SPDR Nuveen Barclays Capital California Municipal Bond ETF to corporate shareholders, regardless of source, will be subject to the California corporate franchise tax.

Gain on the sale, exchange, or other disposition of shares of the SPDR Nuveen Barclays Capital California Municipal Bond ETF will be subject to the California personal income and corporate franchise taxes.

101

Shares of the SPDR Nuveen Barclays Capital California Municipal Bond ETF may be subject to the California estate tax if held by a California decedent at the time of death.

Shareholders are advised to consult with their own tax advisors for more detailed information concerning California tax matters.

NEW YORK. The following is a general, abbreviated summary of certain provisions of the applicable New York tax law as presently in effect as it directly governs the taxation of resident individual, corporate, and unincorporated business shareholders of the SPDR Nuveen Barclays Capital New York Municipal Bond ETF. This summary does not address the taxation of other shareholders nor does it discuss any other state or any local taxes, other than New York City taxes, that may be applicable. These provisions are subject to change by legislative or administrative action, and any such change may be retroactive with respect to SPDR Nuveen Barclays Capital New York Municipal Bond ETF transactions.

The SPDR Nuveen Barclays Capital New York Municipal Bond ETF will be subject to the New York State corporate franchise tax and the New York City general corporation tax only if it has a sufficient nexus with New York State or New York City. If the SPDR Nuveen Barclays Capital New York Municipal Bond ETF is subject to such taxes, it does not expect to pay a material amount of either tax.

Individual shareholders of the SPDR Nuveen Barclays Capital New York Municipal Bond ETF, who are subject to New York State and/or New York City personal income taxation, will not be required to include in their New York adjusted gross income that portion of their exempt-interest dividends (as determined for federal income tax purposes), which the SPDR Nuveen Barclays Capital New York Municipal Bond ETF clearly identifies as directly attributable to interest earned on municipal obligations issued by governmental authorities in New York and which are specifically exempted from personal income taxation in New York State or New York City, or interest earned on obligations of U.S. territories or possessions, that is exempt from taxation by the states pursuant to federal law. Distributions to individual shareholders of dividends derived from interest that does not qualify as exempt-interest dividends (as determined for federal income tax purposes), distributions of exempt-interest dividends (as determined for federal income tax purposes) which are derived from interest on municipal obligations issued by governmental authorities in states other than New York State, and distributions derived from interest earned on federal obligations subject to state tax under federal law will be included in their New York adjusted gross income as ordinary income. Distributions to individual shareholders of the SPDR Nuveen Barclays Capital New York Municipal Bond ETF of capital gain dividends (as determined for federal income tax purposes) will be included in their New York adjusted gross income as long-term capital gains. Distributions to individual shareholders of the SPDR Nuveen Barclays Capital New York Municipal Bond ETF of dividends derived from any net income received from taxable temporary investments and any net short-term capital gains realized by the SPDR Nuveen Barclays Capital New York Municipal Bond ETF will be included in their New York adjusted gross income and taxed at the same rate as ordinary income.

All distributions from the SPDR Nuveen Barclays Capital New York Municipal Bond ETF, regardless of source, will increase the taxable base of corporate shareholders subject to the New York State franchise tax and/or the New York City general corporation tax.

Gain from the sale, exchange, or other disposition of Shares of the SPDR Nuveen Barclays Capital New York Municipal Bond ETF will be subject to the New York State personal income and franchise taxes and the New York City personal income, unincorporated business, and general corporation taxes.

Shares of the SPDR Nuveen Barclays Capital New York Municipal Bond ETF may be subject to the New York State estate tax if owned by a New York decedent at the time of death.

Shareholders are advised to consult with their own tax advisors for more detailed information concerning New York and local tax matters.

CAPITAL STOCK AND SHAREHOLDER REPORTS

Each Fund issues Shares of beneficial interest, par value $.01 per Share. The Board may designate additional funds.

Each Share issued by the Trust has a pro rata interest in the assets of the corresponding Fund. Shares have no preemptive, exchange, subscription or conversion rights and are freely transferable. Each Share is entitled to participate equally in dividends and distributions declared by the Board with respect to the relevant Fund, and in the net distributable assets of such Fund on liquidation.

102

Each Share has one vote with respect to matters upon which a shareholder vote is required consistent with the requirements of the 1940 Act and the rules promulgated thereunder. Shares of all Funds vote together as a single class except that if the matter being voted on affects only a particular Fund it will be voted on only by that Fund and if a matter affects a particular Fund differently from other Funds, that Fund will vote separately on such matter. Under Massachusetts law, the Trust is not required to hold an annual meeting of shareholders unless required to do so under the 1940 Act. The policy of the Trust is not to hold an annual meeting of shareholders unless required to do so under the 1940 Act. All Shares of the Trust (regardless of the Fund) have noncumulative voting rights for the election of Trustees. Under Massachusetts law, Trustees of the Trust may be removed by vote of the shareholders.

Under Massachusetts law, shareholders of a business trust may, under certain circumstances, be held personally liable as partners for obligations of the Trust. However, the Declaration of Trust contains an express disclaimer of shareholder liability for acts or obligations of the Trust, requires that Trust obligations include such disclaimer, and provides for indemnification and reimbursement of expenses out of the Trust’s property for any shareholder held personally liable for the obligations of the Trust. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is limited to circumstances in which the Trust itself would be unable to meet its obligations. Given the above limitations on shareholder personal liability, and the nature of each Fund’s assets and operations, the risk to shareholders of personal liability is believed to be remote.

Shareholder inquiries may be made by writing to the Trust, c/o the Distributor, State Street Global Markets, LLC at State Street Financial Center, One Lincoln Street, Boston, Massachusetts 02111.

COUNSEL AND INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Morgan, Lewis & Bockius LLP, 1111 Pennsylvania Avenue NW, Washington, DC 20004, serves as counsel to the Trust. Ernst & Young, LLP, serves as the independent registered public accounting firm for the Trust. Ernst & Young, LLP performs annual audits of the Funds’ financial statements and provides other audit, tax and related services.

103

LOCAL MARKET HOLIDAY SCHEDULES

The Trust generally intends to effect deliveries of portfolio securities on a basis of “T” plus three business days (i.e., days on which the NYSE is open) in the relevant foreign market of a Fund. The ability of the Trust to effect in-kind redemptions within three business days of receipt of a redemption request is subject, among other things, to the condition that, within the time period from the date of the request to the date of delivery of the securities, there are no days that are local market holidays on the relevant business days. For every occurrence of one or more intervening holidays in the local market that are not holidays observed in the United States, the redemption settlement cycle may be extended by the number of such intervening local holidays. In addition to holidays, other unforeseeable closings in a foreign market due to emergencies may also prevent the Trust from delivering securities within three business days.

The securities delivery cycles currently practicable for transferring portfolio securities to redeeming investors, coupled with local market holiday schedules, may require a delivery process longer than the standard settlement period. In certain circumstances during the calendar year, the settlement period may be greater than seven calendar days. Such periods are listed in the table below, as are instances where more than seven days will be needed to deliver redemption proceeds. Since certain holidays may occur on different dates in subsequent years, the number of days required to deliver redemption proceeds in any given year may exceed the maximum number of days listed in the table below. The proclamation of new holidays, the treatment by market participants of certain days as “informal holidays” (e.g., days on which no or limited securities transactions occur, as a result of substantially shortened trading hours), the elimination of existing holidays, or changes in local securities delivery practices, could affect the information set forth herein at some time in the future and longer (worse) redemption periods are possible.


		TRADE DATE(S) W/ SETTLEMENT OF GREATER THAN 7
MARKET	MAX SETL CYCLE	CALENDAR DAYS (MAX DAYS IN PARENTHESIS)
Australia	7 days
Austria	11 days	12/19/12 (8); 12/20/12 (8); 12/21/12 (11)
Belgium	7 days
Brazil	7 days
Canada	7 days
Chile	7 days
China	14 days	1/18/12 (14); 1/19/12 (14); 1/20/12 (14); 9/26/12 (13); 9/27/12 (13); 9/28/12 (13)
Columbia	7 days
Czech Republic	11 days	12/19/12 (8); 12/20/12 (8); 12/21/12 (11)
Denmark	11 days	12/19/12 (8); 12/20/12 (8); 12/21/12 (11)
Egypt	8 days	11/4/11 (10); 11/14/11 (9); 11/15/11 (8); 8/14/12 (8); 8/15/12 (8); 8/16/12 (8)
Euroclear	6 days
Finland	11 days	12/19/12 (8); 12/20/12 (8); 12/21/12 (11)
France	7 days
Germany	7 days
Greece	7 days
Hong Kong	10 days	1/18/12 (8); 1/19/12 (8); 1/20/12 (10); 4/3/12 (8);
Hungary	11 days	12/19/12 (8); 12/20/12 (8); 12/21/12 (11)
India	7 days
Indonesia	13 days	8/14/12 (13); 8/15/12 (13); 8/16/12 (13); 12/19/12 (8); 12/20/12 (8); 12/21/12 (11)
Ireland	11 days	12/21/11 (8); 12/22/11 (8); 12/23/11 (11); 12/19/12 (9); 12/20/12 (11); 12/21/12 (11)
Israel	7 days
Italy	11 days	12/19/12 (8); 12/20/12 (8); 12/21/12 (11)
Japan	7 days
Jordan	7 days
Korea	6 days
Malaysia	7 days
Mexico	7 days

104



Proxy Voting Policy
		Funds Management, Inc.

Introduction

SSgA Funds Management, Inc. (“FM”) seeks to vote proxies for which we have discretionary authority in the best interests of our clients. This means that we make proxy voting decisions in the manner we believe will most likely protect and promote the long-term economic value of client accounts. Absent unusual circumstances or specific client instructions, we vote proxies on a particular matter in the same way for all clients, regardless of their investment style or strategies. FM takes the view that voting in a manner consistent with maximizing the monetary value of our clients’ holdings will benefit our direct clients (e.g. investment funds) and, indirectly, the ultimate owners and beneficiaries of those clients (e.g. fund shareholders).

Oversight of the proxy voting process is the responsibility of the SSgA Investment Committee. The SSgA Investment Committee reviews and approves amendments to this FM Proxy Voting Policy and delegates authority to vote in accordance with this policy to the FM Proxy Review Committee, a subcommittee of the SSgA Investment Committee, which is supported by the FM Corporate Governance Team. FM retains the final authority and responsibility for voting. In addition to voting proxies, SSgA:

describes its proxy voting procedures to its clients in Part II of its Form ADV;

provides the client with this written proxy policy, upon request;

discloses to its clients how they may obtain information on how FM voted the client’s proxies;

matches proxies received with holdings as of record date;

reconciles holdings as of record date and rectifies any discrepancies;

generally applies its proxy voting policy consistently and keeps records of votes for each client;

documents the reason(s) for voting for all non-routine items; and

keeps records of such proxy voting available for inspection by the client or governmental agencies.

Process

The FM Corporate Governance Team is comprised of corporate governance professionals and governance analysts. The responsibilities of the FM Corporate Governance Team include corporate governance research and analysis across domestic and global investment strategies, with oversight of all governance and proxy voting processing on FM discretionary portfolios. In addition, the FM Corporate Governance Team assumes responsibility for voting decisions on certain case-by-case items, informal commencement of engagement activities for the purposes of advocating FM positions on various governance issues, and the research and analysis of all governance related issues impacting shareholder value. As stated above, oversight of the proxy voting process is the responsibility of the SSgA Investment Committee.

In order to facilitate our proxy voting process, FM retains RiskMetrics Group, Inc. (“RMG”), a firm with expertise in the proxy voting and corporate governance fields. RMG assists in the proxy voting process, including acting as our voting agent (i.e. actually processing the proxies), advising us as to current and emerging governance issues that we may wish to address, interpreting this policy and applying it to individual proxy items, and providing analytical information concerning specific issuers and proxy items as well as governance trends and developments. This Policy does not address all issues as to which we may receive proxies nor does it seek to describe in detail all factors that we may consider relevant to any particular proposal. To assist RMG in interpreting and applying this Policy, we meet with RMG at least annually, provide written guidance on certain topics generally on an annual basis and communicate more regularly as necessary to discuss how specific issues should be addressed. This guidance permits RMG to apply this Policy without consulting us as to each proxy but in a manner that is consistent with our investment view and not its own governance opinions. If an issue raised by a proxy is not addressed by this Policy or our prior guidance to RMG, RMG refers the proxy to us for direction on voting. On issues that we do not believe affect the monetary value of our portfolio holdings or are considered by us to be

106

routine matters as to which we have not provided specific guidance, we have agreed with RMG for RMG to act as our voting agent in voting such proxies in accordance with its own recommendations which, to the extent possible, take into account this Policy and FM’s general positions on similar matters. The FM Corporate Governance Team is responsible, working with RMG, for submitting proxies in a timely manner and in accordance with our policy. The FM Corporate Governance Team works with RMG to establish and update detailed procedures to implement this policy.

From time to time, proxy votes will be solicited, which fall into one of the following categories:

(i)

proxies that involve special circumstances and require additional research and discussion (e.g. a material merger or acquisition, or a material governance issue with the potential to become a significant precedent in corporate governance); or

(ii)

proxies that are not directly addressed by our policies and which are reasonably anticipated to have an impact on the current or potential value of a security or which we do not consider to be routine.

The FM Corporate Governance Team identifies these proxies using a number of methods, including but not limited to, in house governance research, notifications from RMG and other third party research providers, concerns of clients or issuers, review by FM Corporate Governance Team analysts, and questions from consultants. The role of third parties in identifying special circumstances does not mean that we will depart from our guidelines; these third parties are all treated as information sources. If they raise issues that we determine to be material before voting a particular proxy or departing from our prior guidance to RMG, we will weigh the issue along with other relevant factors before making an informed decision. In all cases, we vote proxies as to which we have voting discretion in a manner that we determine to be in the best interest of our clients. As stated above, if the proposal has a quantifiable effect on shareholder value, we seek to maximize the value of a portfolio’s holdings. With respect to matters that are not quantifiable, we exercise greater judgment but still seek to maximize long-term value by promoting sound governance policies.

In instances of significant circumstances or issues not directly addressed by our policies or guidance to RMG, the issue is referred to the FM Global Proxy Review Committee (“FM PRC”) for a determination of the proxy vote. In making the determination whether to refer a proxy vote to the FM PRC, the FM Corporate Governance Team will examine whether there is a material conflict of interest between the interests of our client and those of FM or its affiliates (as explained in greater detail below under “Potential Conflicts”). If the Manager of FM’s Corporate Governance Team determines that there is a material conflict, the process detailed below under “Potential Conflicts” is followed. If there is no material conflict, we examine the proposals that involve special circumstances or are not addressed by our policy or guidance in detail in seeking to determine what vote would be in the best interests of our clients (i.e., to maximize the economic value of our clients’ securities). The FM PRC may determine that a proxy involves the consideration of particularly significant issues and present the proxy item to the SSgA Investment Committee for a final decision on voting the proxy. The SSgA Investment Committee will use the same rationale for determining the appropriate vote.

FM reviews proxies of non-US issuers consistent with these guidelines; however, FM also endeavors to show sensitivity to local market practices when voting non-US proxies. This may lead to contrasting votes to the extent that local market practices around items requiring shareholder approval differ from market to market. For example, in certain non-US markets, items are put to vote that have little or no effect on shareholder value, but are routinely voted on in those jurisdictions; in the absence of material effect on our clients, we will follow local market practice. FM votes in all markets where it is feasible; however, FM may refrain from voting meetings where voting will have a material impact on our ability to trade the security or where issuer-specific special documentation is required. FM is unable to vote proxies when certain custodians, used by our clients, do not offer proxy voting in a jurisdiction or when they charge a meeting specific fee in excess of the typical custody service agreement.

107

Proxy Voting Guidelines

For most issues and in most circumstances, we abide by the following general guidelines. However, it is important to remember that these are simply guidelines. As discussed above, in certain circumstances, we may determine that it would be in the best interests of our clients to deviate from these guidelines.

I. Generally, FM votes for the following ballot items:

Board of Directors

•

Elections of directors in an uncontested election who (i) we determine to be adequately independent of management and (ii) do not simultaneously serve on an unreasonable (as determined by FM) number of other boards (other than those affiliated with the issuer). Factors that we consider in evaluating independence include whether the nominee is an employee of or related to an employee of the issuer or its auditor, whether the nominee provides professional services to the issuer, whether the nominee has attended an appropriate number of scheduled board meetings (as determined by FM), or whether the nominee receives non-board related compensation from the issuer

•

Directors’ compensation, provided the amounts are not excessive relative to other issuers in the market or industry. In making such a determination, we review whether the compensation is overly dilutive to existing shareholders

•

Proposals to limit directors’ liability and/or expand indemnification of directors, provided that a director shall only be eligible for indemnification and liability protection if he or she has not acted in bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office

•

Discharge of board members’ duties, in the absence of pending litigation, governmental investigation, charges of fraud or other indications of significant concern

•

The establishment of annual elections of the board of directors unless the board is comprised of a supermajority of independent directors (e.g., 80% or more), including wholly independent board committees, and the company does not have a shareholder rights plan (poison pill)

•

Mandates requiring a majority of independent directors on the board of directors

•

Mandates that audit, compensation and nominating committee members should all be independent directors

•

Mandates giving the audit committee the sole responsibility for the selection and dismissal of the auditing firm and any subsequent result of audits are reported to the audit committee

•

Elimination of cumulative voting

•

Establishment of confidential voting

•

Proposals seeking to establish or decrease an existing required ownership threshold that offer shareholders the right to call special meetings to as low as 10% of shares outstanding.

•

Proposals seeking to fix the board size or designate a range for the board size

•

Proposals to restore shareholders’ ability to remove directors with or without cause

•

Proposals that permit shareholders to elect directors to fill board vacancies

•

Shareholder proposals seeking disclosure regarding the company, board, or compensation committee’s use of compensation consultants, such as company name, business relationship(s) and fees paid

Auditors

•

Approval of auditors, unless the fees paid to auditors are excessive; auditors’ fees will be deemed excessive if the non-audit fees for the prior year constituted 50% or more of the total fees paid to the auditors

•

Auditors’ compensation, provided the issuer has properly disclosed audit and non-audit fees relative to market practice and that non-audit fees for the prior year constituted no more than 50% of the total fees paid to the auditors

•

Discharge of auditors

•

Approval of financial statements, auditor reports and allocation of income

•

Requirements that auditors attend the annual meeting of shareholders

•

Disclosure of auditor and consulting relationships when the same or related entities are conducting both activities

108

•

Establishment of a selection committee responsible for the final approval of significant management consultant contract awards where existing firms are already acting in an auditing function

Capitalization

•

Dividend payouts that are greater than or equal to country and industry standards; we generally support a dividend that constitutes 30% or more of net income

•

Authorization of share repurchase programs, unless the issuer does not clearly state the business purpose for the program, a definitive number of shares to be repurchased, and the time frame for the repurchase

•

Capitalization changes that eliminate other classes of stock and/or unequal voting rights

•

Changes in capitalization authorization for stock splits, stock dividends, and other specified needs that are no more than 50% of the existing authorization for U.S. companies and no more than 100% of existing authorization for non-U.S. companies.

•

Elimination of pre-emptive rights for share issuance of less than a certain percentage (country specific: ranging from 5% to 20%) of the outstanding shares, unless even such small amount could have a material dilutive effect on existing shareholders (e.g. in illiquid markets)

Anti-Takeover Measures

•

Elimination of shareholder rights plans (“poison pill”)

•

Amendment to a shareholder rights plans (“poison pill”) where the terms of the new plans are more favorable to shareholders’ ability to accept unsolicited offers (i.e. if one of the following conditions are met: (i) minimum trigger, flip-in or flip-over of 20%, (ii) maximum term of three years, (iii) no “dead hand,” “slow hand,” “no hand” or similar feature that limits the ability of a future board to redeem the pill, and (iv) inclusion of a shareholder redemption feature (qualifying offer clause), permitting ten percent of the shares to call a special meeting or seek a written consent to vote on rescinding the pill if the board refuses to redeem the pill 90 days after a qualifying offer is announced)

•

Adoption or renewal of a non-US issuer’s shareholder rights plans (“poison pill”) if the following conditions are met: (i) minimum trigger, flip-in or flip-over of 20%, (ii) maximum term of three years, (iii) no “dead hand,” “slow hand,” “no hand” or similar feature that limits the ability of a future board to redeem the pill, and (iv) inclusion of a shareholder redemption feature (qualifying offer clause), permitting ten percent of the shares to call a special meeting or seek a written consent to vote on rescinding the pill if the board refuses to redeem the pill 90 days after a qualifying offer is announced

•

Reduction or elimination of super-majority vote requirements, unless management of the issuer was concurrently seeking to or had previously made such reduction or elimination

•

Mandates requiring shareholder approval of a shareholder rights plans (“poison pill”)

•

Repeals of various anti-takeover related provisions

Executive Compensation/Equity Compensation

•

Stock purchase plans with an exercise price of not less that 85% of fair market value

•

Stock option plans which are incentive based and not excessively dilutive. In order to assess the dilutive effect, we divide the number of shares required to fully fund the proposed plan, the number of authorized but unissued shares, and the issued but unexercised shares by fully diluted share count. We review that number in light of certain factors, including the industry of the issuer

•

Other stock-based plans that are not excessively dilutive, using the same process set forth in the preceding bullet

•

Management proposals that request an advisory vote on executive compensation where there is a strong correlation between the change in pay and the change in total shareholder return over a five-year period

•

Expansions to reporting of financial or compensation-related information, within reason

•

Proposals requiring the disclosure of executive retirement benefits if the issuer does not have an independent compensation committee

•

Remuneration policies that are judged to be in-line with local market practices

Routine Business Items

•

General updating of or corrective amendments to charter and by-laws not otherwise specifically addressed herein, unless such amendments would reasonably be expected to diminish shareholder rights (e.g. extension of directors’ term limits, amending

109

shareholder vote requirement to amend the charter documents, insufficient information provided as to the reason behind the amendment)

•

Change in corporation name

•

Mandates that amendments to bylaws or charters have shareholder approval

•

Management proposals to change the date, time, and/or location of the annual meeting unless the proposed change is unreasonable

Other

•

Adoption of anti-greenmail provisions

•

Repeals or prohibitions of greenmail provisions

•

Opting-out of business combination provision

•

Reimbursement of all appropriate proxy solicitation expenses associated with the election when voting in conjunction with support of a dissident slate

•

Management proposals to implement a reverse stock split when the number of authorized shares will be proportionately reduced

•

Management proposals to implement a reverse stock split to avoid delisting

•

Proposals to allow or make easier shareholder action by written consent

•

Proposals that remove restrictions on the right of shareholders to act independently of management

•

Liquidation of the company if the company will file for bankruptcy if the proposal is not approved

•

Shareholder proposals to put option repricings to a shareholder vote

•

Shareholder proposals requiring the separation of the chairman/CEO position taking into account company performance

II. Generally, FM votes against the following items:

Board of Directors

•

Establishment of classified boards of directors, unless 80% of the board is independent and the company does not have shareholder rights plan (poison pill)

•

Proposals requesting re-election of insiders or affiliated directors who serve on audit, compensation, or nominating committees

•

Limits to tenure of directors

•

Requirements that candidates for directorships own large amounts of stock before being eligible to be elected

•

Restoration of cumulative voting in the election of directors

•

Removal of a director, unless we determine the director (i) is not adequately independent of management or (ii) simultaneously serves on an unreasonable (as determined by FM) number of other boards (other than those affiliated with the issuer). Factors that we consider in evaluating independence include whether the director is an employee of or related to an employee of the issuer or its auditor, whether the director provides professional services to the issuer, or whether the director receives non-board related compensation from the issuer

•

The elimination of shareholders’ right to call special meetings or attempts to raise the ownership threshold beyond reasonable levels (as determined by FM)

•

Proposals that relate to the “transaction of other business as properly comes before the meeting”, which extend “blank check” powers to those acting as proxy

•

Approval of directors who have failed to act on a shareholder proposal that has been approved by a majority of outstanding shares

•

Directors at companies where prior non-cash compensation was improperly backdated or spring-loaded

•

Proposals that provide that only continuing directors may elect replacements to fill board vacancies

•

Proposals that give management the ability to alter the size of the board outside of a specified range without shareholder approval

110

•

Shareholder proposals requiring two candidates per board seat

•

Proposals asking the board to adopt any form of majority voting for election of directors, unless the majority standard indicated is based on a majority of shares outstanding

Capitalization

•

Capitalization changes that add “blank check” classes of stock (i.e. classes of stock with undefined voting rights) or classes that dilute the voting interests of existing shareholders

•

Capitalization changes that exceed 100% of the issuer’s current authorized capital unless management provides an appropriate rationale for such change

Anti-Takeover Measures

•

Anti-takeover and related provisions that serve to prevent the majority of shareholders from exercising their rights or effectively deter appropriate tender offers and other offers

•

Shareholder rights plans that do not include a shareholder redemption feature (qualifying offer clause), permitting ten percent of the shares to call a special meeting or seek a written consent to vote on rescinding the pill if the board refuses to redeem the pill 90 days after a qualifying offer is announced

•

Adoption or renewal of a US issuer’s shareholder rights plan (“poison pill”)

•

Adjournment of meeting to solicit additional votes in connection with a merger or transaction

Executive Compensation/Equity Compensation

•

Excessive compensation (i.e. compensation plans that are deemed by FM to be overly dilutive)

•

Retirement bonuses for non-executive directors and auditors

•

Proposals requiring the disclosure of executive retirement benefits if the issuer has an independent compensation committee

Routine Business Items

•

Proposals to reduce quorum requirements for shareholder meetings below a majority of the shares outstanding unless there are compelling reasons to support the proposal

•

Amendments to bylaws that would require supermajority shareholder votes to pass or repeal certain provisions

•

Reincorporation to a location that we believe has more negative attributes than its current location of incorporation.

•

Shareholder proposals to change the date, time, and/or location of the annual meeting unless the current scheduling or location is unreasonable

•

Proposals to approve other business when it appears as voting item

•

Proposals giving the board exclusive authority to amend the bylaws

•

Proposals to restrict or prohibit shareholder ability to take action by written consent

Other

•

Proposals asking companies to adopt full tenure holding periods for their executives

Mergers and Acquisitions

FM evaluates Mergers and Acquisitions on a case-by-case basis. Consistent with our proxy policy, we support management in seeking to achieve their objectives for shareholders. However, in all cases, FM uses its discretion in order to maximize shareholder value. FM generally votes as follows:

•

Against offers with potentially damaging consequences for minority shareholders because of illiquid stock, especially in some non-US markets

•

Against offers when we believe that reasonable prospects exist for an enhanced bid or other bidders

•

Against offers where, at the time of voting, the current market price of the security exceeds the bid price

•

For proposals to restructure or liquidate closed end investment funds in which the secondary market price is substantially

111

			lower than the net asset value

	•		For offers made at a premium where no other higher bidder exists

Special Note Regarding Social and Environmental Proposals

Proposals relating to social and environmental issues, typically initiated by shareholders, generally request that the company disclose or amend certain business practices. Often, proposals may address concerns with which FM philosophically agrees, but absent a compelling economic impact on shareholder value, FM will typically abstain from voting on these proposals.

Protecting Shareholder Value

FM has designed our proxy voting policy and procedures with the intent that our clients receive the best possible returns on their investments.

FM regularly engages with companies to discuss a variety of corporate governance issues, with the goal of obtaining insight on the principles and practices that drive our voting decisions. Through our discussions with boards and management, we seek to strengthen the quality of corporate governance, as a means to protect and enhance shareholder value. We meet directly with corporation representatives and participate in conference calls and third-party inquiries in order to ensure our processes are as fully informed as possible. During our discussions, we focus on the attributes and practices that we believe enhance our clients’ returns, and we use each piece of information we receive—whether from clients, consultants, the media, issuers, RMG, or other sources—as one part of our analysis in seeking to carry out our duties as a fiduciary and act in the best interest of our clients. We are not unduly influenced by the identity of any particular source, but use all the information to form our opinion as to the best outcome for our clients.

Through our membership in the Council of Institutional Investors as well as our contact with corporate pension plans, public funds, and unions, we are able to communicate extensively with other shareholders regarding events and issues relevant to individual corporations, general industry, and current shareholder concerns.

In addition to tracking lists provided by third party advisory firms, the Governance Team screens for underperforming issuers that may trigger a deeper review of company governance profiles and practices. The Governance Team, along with the Proxy Review Committee when necessary, will monitor and perform case-by-case analyses of companies identified through these screens.

As an active shareholder, FM’s role is to support corporate policies that serve the best interests of our clients. Though we do not seek involvement in the day-to-day operations of an organization, we recognize the need for conscientious oversight of and input into management decisions that may affect a company’s value. We believe that FM should support proposals that encourage economically advantageous corporate practices and governance, while leaving direct oversight of company management and strategy to boards of directors. To that end, our monitoring of corporate management and industry events is substantially more detailed than that of the typical shareholder. We have demonstrated our willingness to vote against management-sponsored initiatives and to support shareholder proposals when appropriate. To date, while we have not filed proposals or initiated letter-writing or other campaigns, we have used our active participation in the corporate governance process—especially the proxy voting process—to communicate our and our clients’ legitimate shareholder concerns. Should an issue arise in conjunction with a specific corporation that cannot be satisfactorily resolved through these means, we shall consider other approaches.

Potential Conflicts

As discussed above under Process, from time to time, FM will review a proxy which may present a potential conflict of interest. As a fiduciary to its clients, FM takes these potential conflicts very seriously While FM’s only goal in addressing any such potential conflict is to ensure that proxy votes are cast in the clients’ best interests and are not affected by FM’s potential conflict, there are a number of courses FM may take. Although various relationships could be deemed to give rise to a conflict of interest, we have determined that two categories of relationships present a sufficiently serious concern to warrant an alternative process: customers of FM or its affiliates which are among the top 100 clients of State Street Corporation or its affiliates based upon revenue; and the 10

112

largest broker-dealers used by SSgA, based upon revenue (a “Material Relationship”).

When the matter falls clearly within the polices set forth above or the guidance previously provided by FM to RMG and the proxy is to be voted in accordance with that guidance, we do not believe that such decision represents a conflict of interest and no special procedures are warranted.

In circumstances where either (i) the matter does not fall clearly within the policies set forth above or the guidance previously provided to RMG, or (ii) FM determines that voting in accordance with such policies or guidance is not in the best interests of its clients, the Head of Corporate Governance will compare the name of the issuer against a list of the top 100 revenue generating clients of State Street Corporation and its affiliates and a list of the top 10 broker-dealer relationships to determine if a Material Relationship exists. (These lists are updated quarterly.) If the issuer’s name appears on either list and the pre-determined policy is not being followed, FM will employ the services of a third party, wholly independent of FM, its affiliates and those parties involved in the proxy issue, to determine the appropriate vote. However, in certain circumstances the FM Proxy Review Committee may determine that the use of a third party fiduciary is not necessary or appropriate, either because the matter involved does not involve a material issue or because the issue in question affects the underlying value of the portfolio position and it is appropriate for FM, notwithstanding the potential conflict of interest, to vote the security in a manner that it determines will maximize the value to its client. In such situations, the FM Proxy Committee, or if a broader discussion is warranted, the SSgA Investment Committee, shall make a decision as to the voting of the proxy. The basis for the voting decision, including the basis for the determination that the decision is in the best interests of FM’s clients, shall be formalized in writing as a part of the minutes to the Investment Committee.

Recordkeeping

In accordance with applicable law, FM shall retain the following documents for not less than five years from the end of the year in which the proxies were voted, the first two years in FM’s office:

FM’s Proxy Voting Policy and any additional procedures created pursuant to such Policy;

a copy of each proxy statement FM receives regarding securities held by its clients (note: this requirement may be satisfied by a third party who has agreed in writing to do so or by obtaining a copy of the proxy statement from the EDGAR database);

a record of each vote cast by FM (note: this requirement may be satisfied by a third party who has agreed in writing to do so);

a copy of any document created by FM that was material in making its voting decision or that memorializes the basis for such decision; and

a copy of each written request from a client, and response to the client, for information on how FM voted the client’s proxies.

More Information

Any client who wishes to receive information on how its proxies were voted should contact its FM relationship manager.

113

SPDR^{^®} Series Trust

Prospectus

SPDR S&P^{^®} Commercial Paper ETF (CPZ)
SPDR Nuveen Barclays Capital 2012 Municipal Bond ETF ([ ])
SPDR Nuveen Barclays Capital 2013 Municipal Bond ETF ([ ])
SPDR Nuveen Barclays Capital 2014 Municipal Bond ETF ([ ])
SPDR Nuveen Barclays Capital 2015 Municipal Bond ETF ([ ])
SPDR Nuveen Barclays Capital 2016 Municipal Bond ETF ([ ])
SPDR Nuveen Barclays Capital 2017 Municipal Bond ETF ([ ])
SPDR Nuveen Barclays Capital 2018 Municipal Bond ETF ([ ])
SPDR Nuveen Barclays Capital 2019 Municipal Bond ETF ([ ])
SPDR Nuveen Barclays Capital 2020 Municipal Bond ETF ([ ])
SPDR Nuveen Barclays Capital 2021 Municipal Bond ETF ([ ])
SPDR S&P Agency Bond ETF ([ ])
SPDR Barclays Capital Corporate Bond ETF ([ ])
SPDR Barclays Capital Corporate Industrial Bond ETF ([ ])
SPDR Barclays Capital Corporate Financial Bond ETF ([ ])
SPDR Barclays Capital Corporate Utilities Bond ETF ([ ])
SPDR Barclays Capital Zero Coupon Bond ETF ([ ])
SPDR Barclays Capital CMBS ETF ([ ])

Principal U.S. Listing Exchange for each ETF: NYSE Arca, Inc.

October 31, 2011

FUND SUMMARIES

SPDR^® S&P^® Commercial Paper ETF

INVESTMENT OBJECTIVE

The SPDR S&P Commercial Paper ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of an index that tracks the 1-3 month sector of the United States commercial paper market.

FEES AND EXPENSES OF THE FUND

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment):


Management Fees		[ ]	%
Distribution and Service (12b-1) Fees (1)	None
Other Expenses(2)		[0.00]	%
Total Annual Fund Operating Expenses		[ ]	%


(1)		The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.

(2)		“Other Expenses” are based on estimated amounts for the current fiscal year.

Example:


Year 1 $[ ]		Year 3 $[ ]

Portfolio Turnover:

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of the S&P Commercial Paper Index (the “Index”), the Fund employs a sampling strategy, which means that the Fund is not required to purchase all of the securities represented in the Index. Instead, the Fund may purchase a subset of the securities in the Index in an effort to hold a portfolio of securities with generally the same risk and return characteristics of the Index. The quantity of holdings in the Fund will be based on a number of factors, including asset size of the Fund. SSgA Funds Management, Inc. (“SSgA FM” or the “Adviser”), the investment adviser to the Fund, generally expects the Fund to hold less than the total number of securities in the Index, but reserves the right to hold as many securities as it believes necessary to achieve the Fund’s investment objective.

the economic characteristics of the securities that comprise the Index. The Fund will provide shareholders with at least 60 days notice prior to any material change in this 80% investment policy. In addition, the Fund may invest in securities that are not included in the Index, cash and cash equivalents or money market instruments, such as repurchase agreements and money market funds (including money market funds advised by the Adviser).

The Index is designed to measure the performance of the United States 1-3 month commercial paper market. The Index is broad based and constituents include commercial paper from all eligible issuers with program sizes greater than $2 billion and ranging from 1-3 months in maturity. Asset-backed issuers are not eligible. To be included in the Index, commercial paper must: (1) be priced by Interactive Data Corporation; (2) have a remaining maturity of between 31 and 91 days; and (3) have a current rating from at least one of Standard & Poor’s, Moody’s Investors Service or Fitch, Inc. The Index is weighted on a tiered basis based on the maximum program size of the issuing entity; in other words, the larger an issuer’s program size, the greater weight its commercial paper receives in the Index. Specifically, commercial paper of issuers with a maximum program size ranging from $5 billion to $15 billion will have twice the weight in the Index as that of issuers with a maximum program size ranging from $2 billion up to $5 billion. Commercial paper of issuers with a maximum program size of $15 billion and greater will have three times the weight in the Index as that of issuers with a maximum program size of $2 billion up to $5 billion. The Index rebalances monthly and is reconstituted semi-annually. As of [ ], there were approximately [ ] securities in the Index and the modified adjusted duration of securities in the Index was approximately [ ] years.

The Index is sponsored by Standard & Poor’s (the “Index Provider”) which is not affiliated with the Fund or the Adviser. The Index Provider determines the composition of the Index, relative weightings of the securities in the Index and publishes information regarding the market value of the Index.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

Passive Strategy/Index Risk: The Fund is managed with a passive investment strategy, attempting to track the performance of an unmanaged index of securities. This differs from an actively managed fund, which typically seeks to outperform a benchmark index. As a result, the Fund may hold constituent securities of the Index regardless of the current or projected performance of a specific security or a particular industry or market sector. Maintaining investments in securities regardless of market conditions or the performance of individual securities could cause the Fund’s return to be lower than if the Fund employed an active strategy.

Index Tracking Risk: While the Adviser seeks to track the performance of the Index as closely as possible (i.e., achieve a high degree of correlation with the Index), the Fund’s return may not match or achieve a high degree of correlation with the return of the Index due to operating expenses, transaction costs, cash flows, regulatory requirements and operational inefficiencies. For example, the Adviser anticipates that it may take several business days for additions and deletions to the Index to be reflected in the portfolio composition of the Fund.

Debt Securities Investing Risk: The value of the debt securities may increase or decrease as a result of the following: market fluctuations, increases in interest rates, inability of issuers to repay principal and interest or illiquidity in debt securities markets; the risk of low rates of return due to reinvestment of securities during periods of falling interest rates or repayment by issuers with higher coupon or interest rates; and/or the risk of low income due to falling interest rates. To the extent that interest rates rise, certain underlying obligations may be paid off substantially slower than originally anticipated and the value of those securities may fall sharply. This may result in a reduction in income from debt securities income.

Liquidity Risk: Liquidity risk exists when particular investments are difficult to purchase or sell. If the Fund invests in illiquid securities or securities that become illiquid, it may reduce the returns of the Fund because the Fund may be unable to sell the illiquid securities at an advantageous time or price. Additionally, the market for certain investments may become illiquid under adverse market or economic conditions independent of any specific adverse changes in the conditions of a particular issuer. In such cases, the Fund, due to limitations on investments in illiquid securities and/or the difficulty in purchasing and selling such investments, may be unable to achieve its desired level of exposure to a certain market or sector and the Fund may not achieve a high degree of correlation with its Index.

Non-Diversification Risk: The Fund is non-diversified and may invest a larger percentage of its assets in securities of a few issuers or a single issuer than that of a diversified fund. As a result, the Fund’s performance may be disproportionately impacted by the performance of relatively few securities.

FUND PERFORMANCE

The Fund had not commenced operations as of the date of this Prospectus and therefore the Fund does not have a full calendar year of performance information.

PORTFOLIO MANAGEMENT

Investment Adviser

SSgA FM serves as the investment adviser to the Fund.

Portfolio Managers

The professionals primarily responsible for the day-to-day management of the Fund are Todd Bean, Steve Meier and Jeff St. Peters.

Todd Bean is a Vice President of SSgA FM and a Senior Portfolio Manager in the firm’s U.S. Cash Management Group. He joined the Adviser in 2004.

Steve Meier, CFA, FRM, is an Executive Vice President of SSgA FM and is the Global Cash CIO responsible for cash investment strategies. He joined the Adviser in 2003.

Jeff St. Peters is a Managing Director of SSgA FM and a Senior Portfolio Manager within the Global Cash Management division. He joined the Adviser in 2001.

purchase and sale information

tax information

SPDR Nuveen Barclays Capital 2012 Municipal Bond ETF

INVESTMENT OBJECTIVE

The SPDR Nuveen Barclays Capital 2012 Municipal Bond ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of an index that tracks the performance of investment-grade U.S. municipal bonds maturing in 2012 and to provide income that is exempt from regular federal income taxes.

FEES AND EXPENSES OF THE FUND

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment):


Management Fees		[ ]	%
Distribution and Service (12b-1) Fees (1)	None
Other Expenses (2)		[ ]	%
Total Annual Fund Operating Expenses		[ ]	%


(1)		The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.

(2)		“Other Expenses” are based on estimated amounts for the current fiscal year.

Example:


Year 1 $[ ]		Year 3 $[ ]

Portfolio Turnover:

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of the Barclays Capital 2012 Municipal Bond Index (the “Index”), the Fund employs a sampling strategy, which means that the Fund is not required to purchase all of the securities represented in the Index. Instead, the Fund may purchase a subset of the securities in the Index in an effort to hold a portfolio of securities with generally the same risk and return characteristics of the Index. The quantity of holdings in the Fund will be based on a number of factors, including asset size of the Fund. Nuveen Asset Management, LLC (“Nuveen Asset Management” or the “Sub-Adviser”), the investment sub-adviser to the Fund, generally expects the Fund to hold less than the total number of securities in the Index, but reserves the right to hold as many securities as it believes necessary to achieve the Fund’s investment objective.

Under normal market conditions, the Fund generally invests substantially all, but at least 80%, of its total assets in the securities comprising the Index or in securities that the Sub-Adviser determines have economic characteristics that are substantially identical to the economic characteristics of the securities that comprise the Index. The Fund will provide shareholders with at least 60 days notice prior to any material change in this 80% investment policy. Additionally, the Fund intends to invest, under normal circumstances, 80% of its assets in investments the income of which is exempt from Federal income tax. In addition, the Fund may invest in securities that are not included in the Index, cash and cash equivalents or money market instruments, such as repurchase

agreements and money market funds (including money market funds advised by the SSgA Funds Management, Inc. (“SSgA FM” or the “Adviser”), the investment adviser to the Fund).

The Barclays Capital 2012 Municipal Bond Index is a subset of the Barclays Capital Municipal Bond Index (the “Municipal Bond Index”) and consists of bonds within the Municipal Bond Index with a maturity date of 2012. The Municipal Bond Index is a rules-based, market-value-weighted index engineered for the long-term tax-exempt bond market. To be included in the Municipal Bond Index, bonds must be rated investment-grade (Baa3/BBB- or higher) by at least two of the following ratings agencies: Moody’s, S&P, Fitch. If only two of the three agencies rate the security, the lower rating is used to determine index eligibility. If only one of the three agencies rates a security, the rating must be investment-grade. They must have an outstanding par value of at least $7 million and be issued as part of a transaction of at least $75 million. The bonds must be fixed rate, have a dated-date after December 31, 1990, and must be at least one year from their maturity date. Remarketed issues, taxable municipal bonds, bonds with floating rates, and derivatives, are excluded from the benchmark. In addition, to be included in the Index, bonds must be rated Aa3/AA- or higher and non callable. Excluded from the Index are (i) bonds subject to the Alternative Minimum Tax, (ii) bonds issued for hospitals, skilled nursing facilities or continuing care retirement communities; (iii) bonds issued for single-family or multi-family housing, and (iv) bonds that are issued for “exempt facilities” for industrial development or for pollution control facilities of investor-owned utilities.

Bonds maturing prior January 1, 2016, will not be subject to redemption prior to the start of the maturity year of the bond. As of December 31, 2009, there were approximately [ ] issues included in the Index.

After reaching the maturity date of the bonds in its Index, the Fund intends to either: (i) merge its assets into a separate SPDR ETF that invests in tax-free municipal bonds; (ii) continue operations with a similar objective and strategy and a new maturity date; or (iii) wind up, terminate, and distribute its net assets to then-current shareholders (each, a “Subsequent Strategy”). During the interim period between the Fund’s maturity date and the implementation of its Subsequent Strategy, the Fund will continue to invest in tax-free municipal bonds.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

Passive Strategy/Index Risk. The Fund is managed with a passive investment strategy, attempting to track the performance of an unmanaged index of securities. This differs from an actively managed fund, which typically seeks to outperform a benchmark index. As a result, the Fund may hold constituent securities of the Index regardless of the current or projected performance of a specific security or a particular industry or market sector. Maintaining investments in securities regardless of market conditions or the performance of individual securities could cause the Fund’s return to be lower than if the Fund employed an active strategy.

Index Tracking Risk. While the Adviser seeks to track the performance of the Index as closely as possible (i.e., achieve a high degree of correlation with the Index), the Fund’s return may not match or achieve a high degree of correlation with the return of the Index due to operating expenses, transaction costs, cash flows, regulatory requirements and operational inefficiencies. For example, the Adviser anticipates that it may take several business days for additions and deletions to the Index to be reflected in the portfolio composition of the Fund.

Tax Risk: There is no guarantee that the Fund’s income will be exempt from federal or state income taxes. Events occurring after the date of issuance of a municipal bond or after the Fund’s acquisition of a municipal bond may result in a determination that interest on that bond is includible in gross income for federal income tax purposes retroactively to its date of issuance. Such a determination may cause a portion of prior distributions by the Fund to its shareholders to be taxable to those shareholders in the year of receipt. Federal or state changes in income or alternative minimum tax rates or in the tax treatment of municipal bonds may make municipal bonds less attractive as investments and cause them to decline in value.

Political Risk. A significant restructuring of federal income tax rates or even serious discussion on the topic in Congress could cause municipal bond prices to fall. The demand for municipal securities is strongly influenced by the value of tax-exempt income to investors. Lower income tax rates could reduce the advantage of owning municipals.

Non-Diversification Risk. The Fund is non-diversified and may invest a larger percentage of its assets in securities of a few issuers or a single issuer than that of a diversified fund. As a result, the Fund’s performance may be disproportionately impacted by the performance of relatively few securities.

Fluctuation of Yield and Liquidation Amount Risk. The Fund, unlike a direct investment in a municipal bond that has a level coupon payment and a fixed payment at maturity, will make distributions of income that vary over time. These distributions may be at a greater (or lesser) rate than the coupon payments received on the Fund’s portfolio, which will result in the Fund returning a lesser (or greater) amount on liquidation than would otherwise be the case. In addition. the rate of Fund distribution payments may adversely affect the tax characterization of your returns from an investment in the Fund relative to a direct investment in municipal bonds. If the amount you receive as liquidation proceeds upon the Fund’s termination is higher or lower than your cost basis, you may experience a gain or loss for tax purposes.

Declining Yield Risk. During the period prior to the planned termination date, the Fund’s yield will generally move toward prevailing tax-exempt money market rates, and may be lower than the yields of bonds previously held by the Fund or bonds currently in the market.

FUND PERFORMANCE

The Fund had not commenced operations as of the date of this Prospectus and therefore the Fund does not have a full calendar year of performance information.

PORTFOLIO MANAGEMENT

Investment Adviser

Portfolio Managers

The professionals primarily responsible for the day-to-day management of the Fund are Timothy Ryan and Steven Hlavin.

timothy ryan, cfa, is a Senior Vice President and Portfolio Manager at Nuveen Asset Management. Mr. Ryan joined an affiliate of Nuveen Asset Management in 2010.

steven hlavin is a Vice President and Assistant Portfolio Manager at Nuveen Asset Management. Mr. Hlavin joined an affiliate of Nuveen Asset Management in 2003.

PURCHASE AND SALE INFORMATION

The Fund will issue (or redeem) shares to certain large institutional investors (typically market makers or other large broker-dealers) only in large blocks of 100,000 shares known as “Creation Units.” Creation Unit transactions are typically conducted in exchange for the deposit or delivery of in-kind securities and/or cash constituting a substantial replication, or a representation, of the securities included in the Index.

Individual shares of a Fund may only be purchased and sold on the NYSE Arca, Inc. through your broker-dealer at market prices. Because Fund shares trade at market prices rather than at net asset value (“NAV”), shares may trade at a price greater than NAV (premium) or less than NAV (discount).

SPDR Nuveen Barclays Capital 2013 Municipal Bond ETF

INVESTMENT OBJECTIVE

The SPDR Nuveen Barclays Capital 2013 Municipal Bond ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of an index that tracks the performance of investment-grade U.S. municipal bonds maturing in 2013 and to provide income that is exempt from regular federal income taxes.

FEES AND EXPENSES OF THE FUND

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment):


Management Fees		[ ]	%
Distribution and Service (12b-1) Fees (1)	None
Other Expenses (2)		[ ]	%
Total Annual Fund Operating Expenses		[ ]	%


(1)		The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.

(2)		“Other Expenses” are based on estimated amounts for the current fiscal year.

Example:


Year 1 $[ ]		Year 3 $[ ]

Portfolio Turnover:

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of the Barclays Capital 2013 Municipal Bond Index (the “Index”), the Fund employs a sampling strategy, which means that the Fund is not required to purchase all of the securities represented in the Index. Instead, the Fund may purchase a subset of the securities in the Index in an effort to hold a portfolio of securities with generally the same risk and return characteristics of the Index. The quantity of holdings in the Fund will be based on a number of factors, including asset size of the Fund. Nuveen Asset Management, LLC (“Nuveen Asset Management” or the “Sub-Adviser”), the investment sub-adviser to the Fund, generally expects the Fund to hold less than the total number of securities in the Index, but reserves the right to hold as many securities as it believes necessary to achieve the Fund’s investment objective.

Under normal market conditions, the Fund generally invests substantially all, but at least 80%, of its total assets in the securities comprising the Index or in securities that the Sub-Adviser determines have economic characteristics that are substantially identical to the economic characteristics of the securities that comprise the Index. The Fund will provide shareholders with at least 60 days notice prior to any material change in this 80% investment policy. Additionally, the Fund intends to invest, under normal circumstances, 80% of its assets in investments the income of which is exempt from Federal income tax. In addition, the Fund may invest in securities that are not included in the Index, cash and cash equivalents or money market instruments, such as repurchase

agreements and money market funds (including money market funds advised by the SSgA Funds Management, Inc. (“SSgA FM” or the “Adviser”), the investment adviser to the Fund).

The Barclays Capital 2013 Municipal Bond Index is a subset of the Barclays Capital Municipal Bond Index (the “Municipal Bond Index”) and consists of bonds within the Municipal Bond Index with a maturity date of 2013. The Municipal Bond Index is a rules-based, market-value-weighted index engineered for the long-term tax-exempt bond market. To be included in the Municipal Bond Index, bonds must be rated investment-grade (Baa3/BBB- or higher) by at least two of the following ratings agencies: Moody’s, S&P, Fitch. If only two of the three agencies rate the security, the lower rating is used to determine index eligibility. If only one of the three agencies rates a security, the rating must be investment-grade. They must have an outstanding par value of at least $7 million and be issued as part of a transaction of at least $75 million. The bonds must be fixed rate, have a dated-date after December 31, 1990, and must be at least one year from their maturity date. Remarketed issues, taxable municipal bonds, bonds with floating rates, and derivatives, are excluded from the benchmark. In addition, to be included in the Index, bonds must be rated Aa3/AA- or higher and non callable. Where the ratings assigned by the agencies are not consistent, the Index will use the methodology of Barclays Capital, which uses the middle rating, if three ratings are available and the lower of two ratings if only two ratings are available. Excluded from the Index are (i) bonds subject to the Alternative Minimum Tax, (ii) bonds issued for hospitals, skilled nursing facilities or continuing care retirement communities; (iii) bonds issued for single-family or multi-family housing, and (iv) bonds that are issued for “exempt facilities” for industrial development or for pollution control facilities of investor-owned utilities.

For maturity years beginning after December 31, 2015, bonds will not be subject to redemption prior to January 1, 2016. Bonds maturing prior January 1, 2016, will not be subject to redemption prior to the start of the maturity year of the bond. For indices created after December 31, 2010, the first redemption date permitted will be no less than five years from the end of the calendar year in which the fund is. As of December 31, 2009, there were approximately [ ] issues included in the Index.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

interest on that bond is includible in gross income for federal income tax purposes retroactively to its date of issuance. Such a determination may cause a portion of prior distributions by the Fund to its shareholders to be taxable to those shareholders in the year of receipt. Federal or state changes in income or alternative minimum tax rates or in the tax treatment of municipal bonds may make municipal bonds less attractive as investments and cause them to decline in value.

FUND PERFORMANCE

The Fund had not commenced operations as of the date of this Prospectus and therefore the Fund does not have a full calendar year of performance information.

PORTFOLIO MANAGEMENT

Investment Adviser

Portfolio Managers

The professionals primarily responsible for the day-to-day management of the Fund are Timothy Ryan and Steven Hlavin.

timothy ryan, cfa, is a Senior Vice President and Portfolio Manager at Nuveen Asset Management. Mr. Ryan joined an affiliate of Nuveen Asset Management in 2010.

steven hlavin is a Vice President and Assistant Portfolio Manager at Nuveen Asset Management. Mr. Hlavin joined an affiliate of Nuveen Asset Management in 2003.

PURCHASE AND SALE INFORMATION

SPDR Nuveen Barclays Capital 2014 Municipal Bond ETF

INVESTMENT OBJECTIVE

The SPDR Nuveen Barclays Capital 2014 Municipal Bond ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of an index that tracks the performance of investment-grade U.S. municipal bonds maturing in 2014 and to provide income that is exempt from regular federal income taxes.

FEES AND EXPENSES OF THE FUND

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment):


Management Fees		[ ]	%
Distribution and Service (12b-1) Fees(1)	None
Other Expenses(2)		[ ]	%
Total Annual Fund Operating Expenses		[ ]	%


(1)		The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.

(2)		“Other Expenses” are based on estimated amounts for the current fiscal year.

Example:


Year 1 $[ ]		Year 3 $[ ]

Portfolio Turnover:

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of the Barclays Capital 2014 Municipal Bond Index (the “Index”), the Fund employs a sampling strategy, which means that the Fund is not required to purchase all of the securities represented in the Index. Instead, the Fund may purchase a subset of the securities in the Index in an effort to hold a portfolio of securities with generally the same risk and return characteristics of the Index. The quantity of holdings in the Fund will be based on a number of factors, including asset size of the Fund. Nuveen Asset Management, LLC (“Nuveen Asset Management” or the “Sub-Adviser”), the investment sub-adviser to the Fund, generally expects the Fund to hold less than the total number of securities in the Index, but reserves the right to hold as many securities as it believes necessary to achieve the Fund’s investment objective.

Under normal market conditions, the Fund generally invests substantially all, but at least 80%, of its total assets in the securities comprising the Index or in securities that the Sub-Adviser determines have economic characteristics that are substantially identical to the economic characteristics of the securities that comprise the Index. The Fund will provide shareholders with at least 60 days notice prior to any material change in this 80% investment policy. Additionally, the Fund intends to invest, under normal circumstances, 80% of its assets in investments the income of which is exempt from Federal income tax. In addition, the Fund may invest in securities that are not included in the Index, cash and cash equivalents or money market instruments, such as repurchase agreements and money market funds (including money market funds advised by the SSgA Funds Management, Inc. (“SSgA FM” or the “Adviser”), the investment adviser to the Fund).

The Barclays Capital 2014 Municipal Bond Index is a subset of the Barclays Capital Municipal Bond Index (the “Municipal Bond Index”) and consists of bonds within the Municipal Bond Index with a maturity date of 2014. The Municipal Bond Index is a rules-based, market-value-weighted index engineered for the long-term tax-exempt bond market. To be included in the Municipal Bond Index, bonds must be rated investment-grade (Baa3/BBB- or higher) by at least two of the following ratings agencies: Moody’s, S&P, Fitch. If only two of the three agencies rate the security, the lower rating is used to determine index eligibility. If only one of the three agencies rates a security, the rating must be investment-grade. They must have an outstanding par value of at least $7 million and be issued as part of a transaction of at least $75 million. The bonds must be fixed rate, have a dated-date after December 31, 1990, and must be at least one year from their maturity date. Remarketed issues, taxable municipal bonds, bonds with floating rates, and derivatives, are excluded from the benchmark. In addition, to be included in the Index, bonds must be rated Aa3/AA- or higher and non callable. Where the ratings assigned by the agencies are not consistent, the Index will use the methodology of Barclays Capital, which uses the middle rating, if three ratings are available and the lower of two ratings if only two ratings are available. Excluded from the Index are (i) bonds subject to the Alternative Minimum Tax, (ii) bonds issued for hospitals, skilled nursing facilities or continuing care retirement communities; (iii) bonds issued for single-family or multi-family housing, and (iv) bonds that are issued for “exempt facilities” for industrial development or for pollution control facilities of investor-owned utilities.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

determination may cause a portion of prior distributions by the Fund to its shareholders to be taxable to those shareholders in the year of receipt. Federal or state changes in income or alternative minimum tax rates or in the tax treatment of municipal bonds may make municipal bonds less attractive as investments and cause them to decline in value.

FUND PERFORMANCE

The Fund had not commenced operations as of the date of this Prospectus and therefore the Fund does not have a full calendar year of performance information.

PORTFOLIO MANAGEMENT

Investment Adviser

Portfolio Managers

The professionals primarily responsible for the day-to-day management of the Fund are Timothy Ryan and Steven Hlavin.

timothy ryan, cfa, is a Senior Vice President and Portfolio Manager at Nuveen Asset Management. Mr. Ryan joined an affiliate of Nuveen Asset Management in 2010.

steven hlavin is a Vice President and Assistant Portfolio Manager at Nuveen Asset Management. Mr. Hlavin joined an affiliate of Nuveen Asset Management in 2003.

PURCHASE AND SALE INFORMATION

SPDR Nuveen Barclays Capital 2015 Municipal Bond ETF

INVESTMENT OBJECTIVE

The SPDR Nuveen Barclays Capital 2015 Municipal Bond ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of an index that tracks the performance of investment-grade U.S. municipal bonds maturing in 2015 and to provide income that is exempt from regular federal income taxes.

FEES AND EXPENSES OF THE FUND

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment):


Management Fees		[ ]	%
Distribution and Service (12b-1) Fees (1)	None
Other Expenses(2)		[ ]	%
Total Annual Fund Operating Expenses		[ ]	%


(1)		The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.

(2)		“Other Expenses” are based on estimated amounts for the current fiscal year.

Example:


Year 1 $[ ]		Year 3 $[ ]

Portfolio Turnover:

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of the Barclays Capital 2015 Municipal Bond Index (the “Index”), the Fund employs a sampling strategy, which means that the Fund is not required to purchase all of the securities represented in the Index. Instead, the Fund may purchase a subset of the securities in the Index in an effort to hold a portfolio of securities with generally the same risk and return characteristics of the Index. The quantity of holdings in the Fund will be based on a number of factors, including asset size of the Fund. Nuveen Asset Management, LLC (“Nuveen Asset Management” or the “Sub-Adviser”), the investment sub-adviser to the Fund, generally expects the Fund to hold less than the total number of securities in the Index, but reserves the right to hold as many securities as it believes necessary to achieve the Fund’s investment objective.

invest in securities that are not included in the Index, cash and cash equivalents or money market instruments, such as repurchase agreements and money market funds (including money market funds advised by the SSgA Funds Management, Inc. (“SSgA FM” or the “Adviser”), the investment adviser to the Fund).

The Barclays Capital 2015 Municipal Bond Index is a subset of the Barclays Capital Municipal Bond Index (the “Municipal Bond Index”) and consists of bonds within the Municipal Bond Index with a maturity date of 2015. The Municipal Bond Index is a rules-based, market-value-weighted index engineered for the long-term tax-exempt bond market. To be included in the Municipal Bond Index, bonds must be rated investment-grade (Baa3/BBB- or higher) by at least two of the following ratings agencies: Moody’s, S&P, Fitch. If only two of the three agencies rate the security, the lower rating is used to determine index eligibility. If only one of the three agencies rates a security, the rating must be investment-grade. They must have an outstanding par value of at least $7 million and be issued as part of a transaction of at least $75 million. The bonds must be fixed rate, have a dated-date after December 31, 1990, and must be at least one year from their maturity date. Remarketed issues, taxable municipal bonds, bonds with floating rates, and derivatives, are excluded from the benchmark. In addition, to be included in the Index, bonds must be rated Aa3/AA- or higher and non callable. Where the ratings assigned by the agencies are not consistent, the Index will use the methodology of Barclays Capital, which uses the middle rating, if three ratings are available and the lower of two ratings if only two ratings are available. Excluded from the Index are (i) bonds subject to the Alternative Minimum Tax, (ii) bonds issued for hospitals, skilled nursing facilities or continuing care retirement communities; (iii) bonds issued for single-family or multi-family housing, and (iv) bonds that are issued for “exempt facilities” for industrial development or for pollution control facilities of investor-owned utilities.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

FUND PERFORMANCE

The Fund had not commenced operations as of the date of this Prospectus and therefore the Fund does not have a full calendar year of performance information.

PORTFOLIO MANAGEMENT

Investment Adviser

Portfolio Managers

The professionals primarily responsible for the day-to-day management of the Fund are Timothy Ryan and Steven Hlavin.

timothy ryan, cfa, is a Senior Vice President and Portfolio Manager at Nuveen Asset Management. Mr. Ryan joined an affiliate of Nuveen Asset Management in 2010.

steven hlavin is a Vice President and Assistant Portfolio Manager at Nuveen Asset Management. Mr. Hlavin joined an affiliate of Nuveen Asset Management in 2003.

PURCHASE AND SALE INFORMATION

SPDR Nuveen Barclays Capital 2016 Municipal Bond ETF

INVESTMENT OBJECTIVE

The SPDR Nuveen Barclays Capital 2016 Municipal Bond ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of an index that tracks the performance of investment-grade U.S. municipal bonds maturing in 2016 and to provide income that is exempt from regular federal income taxes.

FEES AND EXPENSES OF THE FUND

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment):


Management Fees		[ ]	%
Distribution and Service (12b-1) Fees (1)	None
Other Expenses(2)		[ ]	%
Total Annual Fund Operating Expenses		[ ]	%


(1)		The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.

(2)		“Other Expenses” are based on estimated amounts for the current fiscal year.

Example:


Year 1 $[ ]		Year 3 $[ ]

Portfolio Turnover:

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of the Barclays Capital 2016 Municipal Bond Index (the “Index”), the Fund employs a sampling strategy, which means that the Fund is not required to purchase all of the securities represented in the Index. Instead, the Fund may purchase a subset of the securities in the Index in an effort to hold a portfolio of securities with generally the same risk and return characteristics of the Index. The quantity of holdings in the Fund will be based on a number of factors, including asset size of the Fund. Nuveen Asset Management, LLC (“Nuveen Asset Management” or the “Sub-Adviser”), the investment sub-adviser to the Fund, generally expects the Fund to hold less than the total number of securities in the Index, but reserves the right to hold as many securities as it believes necessary to achieve the Fund’s investment objective.

Under normal market conditions, the Fund generally invests substantially all, but at least 80%, of its total assets in the securities comprising the Index or in securities that the Sub-Adviser determines have economic characteristics that are substantially identical to the economic characteristics of the securities that comprise the Index. The Fund will provide shareholders with at least 60 days notice prior to any material change in this 80% investment policy. Additionally, the Fund intends to invest, under normal circumstances, 80% of its assets in investments the income of which is exempt from Federal income tax. In addition, the Fund may invest in securities that are not included in the Index, cash and cash equivalents or money market instruments, such as repurchase agreements and money market funds (including money market funds advised by the SSgA Funds Management, Inc. (“SSgA FM” or the “Adviser”), the investment adviser to the Fund).

The Barclays Capital 2016 Municipal Bond Index is a subset of the Barclays Capital Municipal Bond Index (the “Municipal Bond Index”) and consists of bonds within the Municipal Bond Index with a maturity date of 2016. The Municipal Bond Index is a rules-based, market-value-weighted index engineered for the long-term tax-exempt bond market. To be included in the Municipal Bond Index, bonds must be rated investment-grade (Baa3/BBB- or higher) by at least two of the following ratings agencies: Moody’s, S&P, Fitch. If only two of the three agencies rate the security, the lower rating is used to determine index eligibility. If only one of the three agencies rates a security, the rating must be investment-grade. They must have an outstanding par value of at least $7 million and be issued as part of a transaction of at least $75 million. The bonds must be fixed rate, have a dated-date after December 31, 1990, and must be at least one year from their maturity date. Remarketed issues, taxable municipal bonds, bonds with floating rates, and derivatives, are excluded from the benchmark. In addition, to be included in the Index, bonds must be rated Aa3/AA- or higher and non callable. Where the ratings assigned by the agencies are not consistent, the Index will use the methodology of Barclays Capital, which uses the middle rating, if three ratings are available and the lower of two ratings if only two ratings are available. Excluded from the Index are (i) bonds subject to the Alternative Minimum Tax, (ii) bonds issued for hospitals, skilled nursing facilities or continuing care retirement communities; (iii) bonds issued for single-family or multi-family housing, and (iv) bonds that are issued for “exempt facilities” for industrial development or for pollution control facilities of investor-owned utilities.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

FUND PERFORMANCE

The Fund had not commenced operations as of the date of this Prospectus and therefore the Fund does not have a full calendar year of performance information.

PORTFOLIO MANAGEMENT

Investment Adviser

Portfolio Managers

The professionals primarily responsible for the day-to-day management of the Fund are Timothy Ryan and Steven Hlavin.

timothy ryan, cfa, is a Senior Vice President and Portfolio Manager at Nuveen Asset Management. Mr. Ryan joined an affiliate of Nuveen Asset Management in 2010.

steven hlavin is a Vice President and Assistant Portfolio Manager at Nuveen Asset Management. Mr. Hlavin joined an affiliate of Nuveen Asset Management in 2003.

PURCHASE AND SALE INFORMATION

SPDR Nuveen Barclays Capital 2017 Municipal Bond ETF

INVESTMENT OBJECTIVE

The SPDR Nuveen Barclays Capital 2017 Municipal Bond ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of an index that tracks the performance of investment-grade U.S. municipal bonds maturing in 2017 and to provide income that is exempt from regular federal income taxes.

FEES AND EXPENSES OF THE FUND

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment):


Management Fees		[ ]	%
Distribution and Service (12b-1) Fees(1)	None
Other Expenses(2)		[ ]	%
Total Annual Fund Operating Expenses		[ ]	%


(1)		The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.

(2)		“Other Expenses” are based on estimated amounts for the current fiscal year.

Example:


Year 1		Year 3
$[ ]		$[ ]

Portfolio Turnover:

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of the Barclays Capital 2017 Municipal Bond Index (the “Index”), the Fund employs a sampling strategy, which means that the Fund is not required to purchase all of the securities represented in the Index. Instead, the Fund may purchase a subset of the securities in the Index in an effort to hold a portfolio of securities with generally the same risk and return characteristics of the Index. The quantity of holdings in the Fund will be based on a number of factors, including asset size of the Fund. Nuveen Asset Management, LLC (“Nuveen Asset Management” or the “Sub-Adviser”), the investment sub-adviser to the Fund, generally expects the Fund to hold less than the total number of securities in the Index, but reserves the right to hold as many securities as it believes necessary to achieve the Fund’s investment objective.

Under normal market conditions, the Fund generally invests substantially all, but at least 80%, of its total assets in the securities comprising the Index or in securities that the Sub-Adviser determines have economic characteristics that are substantially identical to the economic characteristics of the securities that comprise the Index. The Fund will provide shareholders with at least 60 days notice prior to any material change in this 80% investment policy. Additionally, the Fund intends to invest, under normal circumstances, 80% of its assets in investments the income of which is exempt from Federal income tax. In addition, the Fund may invest in securities that are not included in the Index, cash and cash equivalents or money market instruments, such as repurchase

agreements and money market funds (including money market funds advised by the SSgA Funds Management, Inc. (“SSgA FM” or the “Adviser”), the investment adviser to the Fund).

The Barclays Capital 2017 Municipal Bond Index is a subset of the Barclays Capital Municipal Bond Index (the “Municipal Bond Index”) and consists of bonds within the Municipal Bond Index with a maturity date of 2017. The Municipal Bond Index is a rules-based, market-value-weighted index engineered for the long-term tax-exempt bond market. To be included in the Municipal Bond Index, bonds must be rated investment-grade (Baa3/BBB- or higher) by at least two of the following ratings agencies: Moody’s, S&P, Fitch. If only two of the three agencies rate the security, the lower rating is used to determine index eligibility. If only one of the three agencies rates a security, the rating must be investment-grade. They must have an outstanding par value of at least $7 million and be issued as part of a transaction of at least $75 million. The bonds must be fixed rate, have a dated-date after December 31, 1990, and must be at least one year from their maturity date. Remarketed issues, taxable municipal bonds, bonds with floating rates, and derivatives, are excluded from the benchmark. In addition, to be included in the Index, bonds must be rated Aa3/AA- or higher and non callable. Where the ratings assigned by the agencies are not consistent, the Index will use the methodology of Barclays Capital, which uses the middle rating, if three ratings are available and the lower of two ratings if only two ratings are available. Excluded from the Index are (i) bonds subject to the Alternative Minimum Tax, (ii) bonds issued for hospitals, skilled nursing facilities or continuing care retirement communities; (iii) bonds issued for single-family or multi-family housing, and (iv) bonds that are issued for “exempt facilities” for industrial development or for pollution control facilities of investor-owned utilities.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

FUND PERFORMANCE

The Fund had not commenced operations as of the date of this Prospectus and therefore the Fund does not have a full calendar year of performance information.

PORTFOLIO MANAGEMENT

Investment Adviser

Portfolio Managers

The professionals primarily responsible for the day-to-day management of the Fund are Timothy Ryan and Steven Hlavin.

timothy ryan, cfa, is a Senior Vice President and Portfolio Manager at Nuveen Asset Management. Mr. Ryan joined an affiliate of Nuveen Asset Management in 2010.

steven hlavin is a Vice President and Assistant Portfolio Manager at Nuveen Asset Management. Mr. Hlavin joined an affiliate of Nuveen Asset Management in 2003.

PURCHASE AND SALE INFORMATION

SPDR Nuveen Barclays Capital 2018 Municipal Bond ETF

INVESTMENT OBJECTIVE

The SPDR Nuveen Barclays Capital 2018 Municipal Bond ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of an index that tracks the performance of investment-grade U.S. municipal bonds maturing in 2018 and to provide income that is exempt from regular federal income taxes.

FEES AND EXPENSES OF THE FUND

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment):


Management Fees		[ ]	%
Distribution and Service (12b-1) Fees(1)	None
Other Expenses(2)		[ ]	%
Total Annual Fund Operating Expenses		[ ]	%


(1)		The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.

(2)		“Other Expenses” are based on estimated amounts for the current fiscal year.

Example:


Year 1		Year 3
$[ ]		$[ ]

Portfolio Turnover:

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of the Barclays Capital 2018 Municipal Bond Index (the “Index”), the Fund employs a sampling strategy, which means that the Fund is not required to purchase all of the securities represented in the Index. Instead, the Fund may purchase a subset of the securities in the Index in an effort to hold a portfolio of securities with generally the same risk and return characteristics of the Index. The quantity of holdings in the Fund will be based on a number of factors, including asset size of the Fund. Nuveen Asset Management, LLC (“Nuveen Asset Management” or the “Sub-Adviser”), the investment sub-adviser to the Fund, generally expects the Fund to hold less than the total number of securities in the Index, but reserves the right to hold as many securities as it believes necessary to achieve the Fund’s investment objective.

Under normal market conditions, the Fund generally invests substantially all, but at least 80%, of its total assets in the securities comprising the Index or in securities that the Sub-Adviser determines have economic characteristics that are substantially identical to the economic characteristics of the securities that comprise the Index. The Fund will provide shareholders with at least 60 days notice prior to any material change in this 80% investment policy. Additionally, the Fund intends to invest, under normal circumstances, 80% of its assets in investments the income of which is exempt from Federal income tax. In addition, the Fund may invest in securities that are not included in the Index, cash and cash equivalents or money market instruments, such as repurchase

agreements and money market funds (including money market funds advised by the SSgA Funds Management, Inc. (“SSgA FM” or the “Adviser”), the investment adviser to the Fund).

The Barclays Capital 2018 Municipal Bond Index is a subset of the Barclays Capital Municipal Bond Index (the “Municipal Bond Index”) and consists of bonds within the Municipal Bond Index with a maturity date of 2018. The Municipal Bond Index is a rules-based, market-value-weighted index engineered for the long-term tax-exempt bond market. To be included in the Municipal Bond Index, bonds must be rated investment-grade (Baa3/BBB- or higher) by at least two of the following ratings agencies: Moody’s, S&P, Fitch. If only two of the three agencies rate the security, the lower rating is used to determine index eligibility. If only one of the three agencies rates a security, the rating must be investment-grade. They must have an outstanding par value of at least $7 million and be issued as part of a transaction of at least $75 million. The bonds must be fixed rate, have a dated-date after December 31, 1990, and must be at least one year from their maturity date. Remarketed issues, taxable municipal bonds, bonds with floating rates, and derivatives, are excluded from the benchmark. In addition, to be included in the Index, bonds must be rated Aa3/AA- or higher and non callable. Where the ratings assigned by the agencies are not consistent, the Index will use the methodology of Barclays Capital, which uses the middle rating, if three ratings are available and the lower of two ratings if only two ratings are available. Excluded from the Index are (i) bonds subject to the Alternative Minimum Tax, (ii) bonds issued for hospitals, skilled nursing facilities or continuing care retirement communities; (iii) bonds issued for single-family or multi-family housing, and (iv) bonds that are issued for “exempt facilities” for industrial development or for pollution control facilities of investor-owned utilities.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

FUND PERFORMANCE

The Fund had not commenced operations as of the date of this Prospectus and therefore the Fund does not have a full calendar year of performance information.

PORTFOLIO MANAGEMENT

Investment Adviser

Portfolio Managers

The professionals primarily responsible for the day-to-day management of the Fund are Timothy Ryan and Steven Hlavin.

timothy ryan, cfa, is a Senior Vice President and Portfolio Manager at Nuveen Asset Management. Mr. Ryan joined an affiliate of Nuveen Asset Management in 2010.

steven hlavin is a Vice President and Assistant Portfolio Manager at Nuveen Asset Management. Mr. Hlavin joined an affiliate of Nuveen Asset Management in 2003.

PURCHASE AND SALE INFORMATION

SPDR Nuveen Barclays Capital 2019 Municipal Bond ETF

INVESTMENT OBJECTIVE

The SPDR Nuveen Barclays Capital 2019 Municipal Bond ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of an index that tracks the performance of investment-grade U.S. municipal bonds maturing in 2019 and to provide income that is exempt from regular federal income taxes.

FEES AND EXPENSES OF THE FUND

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment):


Management Fees		[ ]	%
Distribution and Service (12b-1) Fees(1)	None
Other Expenses(2)		[ ]	%
Total Annual Fund Operating Expenses		[ ]	%

(1)		The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.

(2)		“Other Expenses” are based on estimated amounts for the current fiscal year.

Example:


Year 1		Year 3
$[ ]		$[ ]

Portfolio Turnover:

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of the Barclays Capital 2019 Municipal Bond Index (the “Index”), the Fund employs a sampling strategy, which means that the Fund is not required to purchase all of the securities represented in the Index. Instead, the Fund may purchase a subset of the securities in the Index in an effort to hold a portfolio of securities with generally the same risk and return characteristics of the Index. The quantity of holdings in the Fund will be based on a number of factors, including asset size of the Fund. Nuveen Asset Management, LLC (“Nuveen Asset Management” or the “Sub-Adviser”), the investment sub-adviser to the Fund, generally expects the Fund to hold less than the total number of securities in the Index, but reserves the right to hold as many securities as it believes necessary to achieve the Fund’s investment objective.

Under normal market conditions, the Fund generally invests substantially all, but at least 80%, of its total assets in the securities comprising the Index or in securities that the Sub-Adviser determines have economic characteristics that are substantially identical to the economic characteristics of the securities that comprise the Index. The Fund will provide shareholders with at least 60 days notice prior to any material change in this 80% investment policy. Additionally, the Fund intends to invest, under normal circumstances, 80% of its assets in investments the income of which is exempt from Federal income tax. In addition, the Fund may invest in securities that are not included in the Index, cash and cash equivalents or money market instruments, such as repurchase

agreements and money market funds (including money market funds advised by the SSgA Funds Management, Inc. (“SSgA FM” or the “Adviser”), the investment adviser to the Fund).

The Barclays Capital 2019 Municipal Bond Index is a subset of the Barclays Capital Municipal Bond Index (the “Municipal Bond Index”) and consists of bonds within the Municipal Bond Index with a maturity date of 2019. The Municipal Bond Index is a rules-based, market-value-weighted index engineered for the long-term tax-exempt bond market. To be included in the Municipal Bond Index, bonds must be rated investment-grade (Baa3/BBB- or higher) by at least two of the following ratings agencies: Moody’s, S&P, Fitch. If only two of the three agencies rate the security, the lower rating is used to determine index eligibility. If only one of the three agencies rates a security, the rating must be investment-grade. They must have an outstanding par value of at least $7 million and be issued as part of a transaction of at least $75 million. The bonds must be fixed rate, have a dated-date after December 31, 1990, and must be at least one year from their maturity date. Remarketed issues, taxable municipal bonds, bonds with floating rates, and derivatives, are excluded from the benchmark. In addition, to be included in the Index, bonds must be rated Aa3/AA- or higher and non callable. Where the ratings assigned by the agencies are not consistent, the Index will use the methodology of Barclays Capital, which uses the middle rating, if three ratings are available and the lower of two ratings if only two ratings are available. Excluded from the Index are (i) bonds subject to the Alternative Minimum Tax, (ii) bonds issued for hospitals, skilled nursing facilities or continuing care retirement communities; (iii) bonds issued for single-family or multi-family housing, and (iv) bonds that are issued for “exempt facilities” for industrial development or for pollution control facilities of investor-owned utilities.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

FUND PERFORMANCE

The Fund had not commenced operations as of the date of this Prospectus and therefore the Fund does not have a full calendar year of performance information.

PORTFOLIO MANAGEMENT

Investment Adviser

Portfolio Managers

The professionals primarily responsible for the day-to-day management of the Fund are Timothy Ryan and Steven Hlavin.

timothy ryan, cfa, is a Senior Vice President and Portfolio Manager at Nuveen Asset Management. Mr. Ryan joined an affiliate of Nuveen Asset Management in 2010.

steven hlavin is a Vice President and Assistant Portfolio Manager at Nuveen Asset Management. Mr. Hlavin joined an affiliate of Nuveen Asset Management in 2003.

PURCHASE AND SALE INFORMATION

SPDR Nuveen Barclays Capital 2020 Municipal Bond ETF

INVESTMENT OBJECTIVE

The SPDR Nuveen Barclays Capital 2020 Municipal Bond ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of an index that tracks the performance of investment-grade U.S. municipal bonds maturing in 2020 and to provide income that is exempt from regular federal income taxes.

FEES AND EXPENSES OF THE FUND

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment):


Management Fees		[ ]	%
Distribution and Service (12b-1) Fees(1)	None
Other Expenses(2)		[ ]	%
Total Annual Fund Operating Expenses		[ ]	%

(1)		The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.

(2)		“Other Expenses” are based on estimated amounts for the current fiscal year.

Example:


Year 1		Year 3
$[ ]		$[ ]

Portfolio Turnover:

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of the Barclays Capital 2020 Municipal Bond Index (the “Index”), the Fund employs a sampling strategy, which means that the Fund is not required to purchase all of the securities represented in the Index. Instead, the Fund may purchase a subset of the securities in the Index in an effort to hold a portfolio of securities with generally the same risk and return characteristics of the Index. The quantity of holdings in the Fund will be based on a number of factors, including asset size of the Fund. Nuveen Asset Management, LLC (“Nuveen Asset Management” or the “Sub-Adviser”), the investment sub-adviser to the Fund, generally expects the Fund to hold less than the total number of securities in the Index, but reserves the right to hold as many securities as it believes necessary to achieve the Fund’s investment objective.

Under normal market conditions, the Fund generally invests substantially all, but at least 80%, of its total assets in the securities comprising the Index or in securities that the Sub-Adviser determines have economic characteristics that are substantially identical to the economic characteristics of the securities that comprise the Index. The Fund will provide shareholders with at least 60 days notice prior to any material change in this 80% investment policy. Additionally, the Fund intends to invest, under normal circumstances, 80% of its assets in investments the income of which is exempt from Federal income tax. In addition, the Fund may invest in securities that are not included in the Index, cash and cash equivalents or money market instruments, such as repurchase

agreements and money market funds (including money market funds advised by the SSgA Funds Management, Inc. (“SSgA FM” or the “Adviser”), the investment adviser to the Fund).

The Barclays Capital 2020 Municipal Bond Index is a subset of the Barclays Capital Municipal Bond Index (the “Municipal Bond Index”) and consists of bonds within the Municipal Bond Index with a maturity date of 2020. The Municipal Bond Index is a rules-based, market-value-weighted index engineered for the long-term tax-exempt bond market. To be included in the Municipal Bond Index, bonds must be rated investment-grade (Baa3/BBB- or higher) by at least two of the following ratings agencies: Moody’s, S&P, Fitch. If only two of the three agencies rate the security, the lower rating is used to determine index eligibility. If only one of the three agencies rates a security, the rating must be investment-grade. They must have an outstanding par value of at least $7 million and be issued as part of a transaction of at least $75 million. The bonds must be fixed rate, have a dated-date after December 31, 1990, and must be at least one year from their maturity date. Remarketed issues, taxable municipal bonds, bonds with floating rates, and derivatives, are excluded from the benchmark. In addition, to be included in the Index, bonds must be rated Aa3/AA- or higher and non callable. Where the ratings assigned by the agencies are not consistent, the Index will use the methodology of Barclays Capital, which uses the middle rating, if three ratings are available and the lower of two ratings if only two ratings are available. Excluded from the Index are (i) bonds subject to the Alternative Minimum Tax, (ii) bonds issued for hospitals, skilled nursing facilities or continuing care retirement communities; (iii) bonds issued for single-family or multi-family housing, and (iv) bonds that are issued for “exempt facilities” for industrial development or for pollution control facilities of investor-owned utilities.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

FUND PERFORMANCE

The Fund had not commenced operations as of the date of this Prospectus and therefore the Fund does not have a full calendar year of performance information.

PORTFOLIO MANAGEMENT

Investment Adviser

Portfolio Managers

The professionals primarily responsible for the day-to-day management of the Fund are Timothy Ryan and Steven Hlavin.

timothy ryan, cfa, is a Senior Vice President and Portfolio Manager at Nuveen Asset Management. Mr. Ryan joined an affiliate of Nuveen Asset Management in 2010.

steven hlavin is a Vice President and Assistant Portfolio Manager at Nuveen Asset Management. Mr. Hlavin joined an affiliate of Nuveen Asset Management in 2003.

PURCHASE AND SALE INFORMATION

SPDR Nuveen Barclays Capital 2021 Municipal Bond ETF

INVESTMENT OBJECTIVE

The SPDR Nuveen Barclays Capital 2021 Municipal Bond ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of an index that tracks the performance of investment-grade U.S. municipal bonds maturing in 2021 and to provide income that is exempt from regular federal income taxes.

FEES AND EXPENSES OF THE FUND

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment):


Management Fees		[ ]	%
Distribution and Service (12b-1) Fees(1)	None
Other Expenses(2)		[ ]	%
Total Annual Fund Operating Expenses		[ ]	%

(1)		The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.

(2)		“Other Expenses” are based on estimated amounts for the current fiscal year.

Example:


Year 1		Year 3
$[ ]		$[ ]

Portfolio Turnover:

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of the Barclays Capital 2021 Municipal Bond Index (the “Index”), the Fund employs a sampling strategy, which means that the Fund is not required to purchase all of the securities represented in the Index. Instead, the Fund may purchase a subset of the securities in the Index in an effort to hold a portfolio of securities with generally the same risk and return characteristics of the Index. The quantity of holdings in the Fund will be based on a number of factors, including asset size of the Fund. Nuveen Asset Management, LLC (“Nuveen Asset Management” or the “Sub-Adviser”), the investment sub-adviser to the Fund, generally expects the Fund to hold less than the total number of securities in the Index, but reserves the right to hold as many securities as it believes necessary to achieve the Fund’s investment objective.

The Barclays Capital 2021 Municipal Bond Index is a subset of the Barclays Capital Municipal Bond Index (the “Municipal Bond Index”) and consists of bonds within the Municipal Bond Index with a maturity date of 2021. The Municipal Bond Index is a rules-based, market-value-weighted index engineered for the long-term tax-exempt bond market. To be included in the Municipal Bond Index, bonds must be rated investment-grade (Baa3/BBB- or higher) by at least two of the following ratings agencies: Moody’s, S&P, Fitch. If only two of the three agencies rate the security, the lower rating is used to determine index eligibility. If only one of the three agencies rates a security, the rating must be investment-grade. They must have an outstanding par value of at least $7 million and be issued as part of a transaction of at least $75 million. The bonds must be fixed rate, have a dated-date after December 31, 1990, and must be at least one year from their maturity date. Remarketed issues, taxable municipal bonds, bonds with floating rates, and derivatives, are excluded from the benchmark. In addition, to be included in the Index, bonds must be rated Aa3/AA- or higher and non callable. Where the ratings assigned by the agencies are not consistent, the Index will use the methodology of Barclays Capital, which uses the middle rating, if three ratings are available and the lower of two ratings if only two ratings are available. Excluded from the Index are (i) bonds subject to the Alternative Minimum Tax, (ii) bonds issued for hospitals, skilled nursing facilities or continuing care retirement communities; (iii) bonds issued for single-family or multi-family housing, and (iv) bonds that are issued for “exempt facilities” for industrial development or for pollution control facilities of investor-owned utilities.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

FUND PERFORMANCE

The Fund had not commenced operations as of the date of this Prospectus and therefore the Fund does not have a full calendar year of performance information.

PORTFOLIO MANAGEMENT

Investment Adviser

Portfolio Managers

The professionals primarily responsible for the day-to-day management of the Fund are Timothy Ryan and Steven Hlavin.

timothy ryan, cfa, is a Senior Vice President and Portfolio Manager at Nuveen Asset Management. Mr. Ryan joined an affiliate of Nuveen Asset Management in 2010.

steven hlavin is a Vice President and Assistant Portfolio Manager at Nuveen Asset Management. Mr. Hlavin joined an affiliate of Nuveen Asset Management in 2003.

PURCHASE AND SALE INFORMATION

SPDR^® S&P Agency Bond ETF

INVESTMENT OBJECTIVE

The SPDR S&P Agency Bond ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of an index that tracks the U.S. Agency bond market.

FEES AND EXPENSES OF THE FUND

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund . This table and the example below do not reflect brokerage commissions you may pay on purchases and sales of the Fund’s shares.

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment):


Management Fees		[ ]	%
Distribution and Service (12b-1) Fees(1)	None
Other Expenses (2)		[ ]	%
Total Annual Fund Operating Expenses		[ ]	%


(1)		The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.

(2)		“Other Expenses” are based on estimated amounts for the current fiscal year.

Example:


Year 1		Year 3
$[ ]		$[ ]

Portfolio Turnover:

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of the S&P U.S. Agency Bond Index (the “Index”), the Fund employs a sampling strategy, which means that the Fund is not required to purchase all of the securities represented in the Index. Instead, the Fund may purchase a subset of the securities in the Index in an effort to hold a portfolio of securities with generally the same risk and return characteristics of the Index. The quantity of holdings in the Fund will be based on a number of factors, including asset size of the Fund. SSgA Funds Management, Inc. (“SSgA FM” or the “Adviser”), the investment adviser to the Fund, generally expects the Fund to hold less than the total number of securities in the Index, but reserves the right to hold as many securities as it believes necessary to achieve the Fund’s investment objective. The Fund is not a money market fund and does not seek to maintain a stable net asset value of $1.00 per share.

The Index is designed to measure the performance of publicly issued debt of U.S. Government agencies, quasi-federal corporations, and corporate debt guaranteed by U.S. Government agencies, such as the FDIC. To be included in Index, a security must meet the following requirements: (i) at least one year to final maturity; (ii) have a minimum amount outstanding of at least $250 million (to remain in the Index, a security must maintain a minimum amount outstanding of at least $125 million); (iii) be rated investment grade (Baa3/BBB- or higher) by at least one of the rating agencies (Moody’s Investor Service, Inc., Standard & Poor’s, Inc. and Fitch Inc.); (iv) be fixed rate and non-convertible; (v) not been called; (vi) be denominated in U.S. dollars; (vii) be priced by Standard & Poor’s Securities Evaluations (“SPSE”) (if pricing from SPSE is no longer available for a security included in the Index, the last available price will be used); and (viii) be publicly issued. The Index is market-value weighted and the securities in the Index are updated on the last business day of each month. As of [ ], there were approximately [ ] securities in the Index.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

U.S. Government Agency Securities Risk: Treasury securities are backed by the full faith and credit of the U.S. government as to the timely payment of principal and interest. Securities issued by U.S. government agencies or government-sponsored entities may not be guaranteed by the U.S. Treasury. If a government-sponsored entity is unable to meet its obligations, the performance of the Fund will be adversely impacted.

FUND PERFORMANCE

The Fund had not commenced operations as of the date of this Prospectus and therefore the Fund does not have a full calendar year of performance information.

PORTFOLIO MANAGEMENT

Investment Adviser

SSgA FM serves as the investment adviser to the Fund.

Portfolio Managers

The professionals primarily responsible for the day-to-day management of the Fund are Michael Brunell and John Kirby.

Michael Brunell is a Vice President of SSgA FM and is a member of the Passive Fixed Income Portfolio Management Group. He joined the Adviser in 1997.

John Kirby is a Managing Director of SSgA FM and head of the firm’s Fixed Income Index team. He joined the Adviser in 1997.

purchase and sale information

tax information

SPDR^® Barclays Capital Corporate Bond ETF

INVESTMENT OBJECTIVE

The SPDR Barclays Capital Corporate Bond ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of an index that tracks the corporate sector of the U.S. investment bond market.

FEES AND EXPENSES OF THE FUND

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund . This table and the example below do not reflect brokerage commissions you may pay on purchases and sales of the Fund’s shares.

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment):


Management Fees		[ ]	%
Distribution and Service (12b-1) Fees(1)	None
Other Expenses(2)		[ ]	%
Total Annual Fund Operating Expenses		[ ]	%


(1)		The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.

(2)		“Other Expenses” are based on estimated amounts for the current fiscal year.

Example:


Year 1		Year 3
$[ ]		$[ ]

Portfolio Turnover:

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of the Barclays Capital U.S. Corporate Bond Index (the “Index”), the Fund employs a sampling strategy, which means that the Fund is not required to purchase all of the securities represented in the Index. Instead, the Fund may purchase a subset of the securities in the Index in an effort to hold a portfolio of securities with generally the same risk and return characteristics of the Index. The quantity of holdings in the Fund will be based on a number of factors, including asset size of the Fund. SSgA Funds Management, Inc. (“SSgA FM” or the “Adviser”) , the investment adviser to the Fund, generally expects the Fund to hold less than the total number of securities in the Index, but reserves the right to hold as many securities as it believes necessary to achieve the Fund’s investment objective.

The Index is designed to measure the performance of publicly issued U.S. corporate and specified foreign debentures and secured notes. The Index includes only corporate sectors. The corporate sectors are Industrial, Utility, and Financial Institutions. The Index components are a subset, based on sector, of the issues in the Barclays Capital U.S. Credit Index (the “Credit Index”). The Credit Index includes U.S. Securities and Exchange Commission (“SEC”) registered, publicly issued U.S. corporate and specified foreign debentures, including global issues that are SEC-registered, and secured notes. To be included in the Credit Index, a security must meet the following requirements: (i) have at least one year to final maturity, regardless of call features; (ii) have at least $250 million par amount outstanding; (iii) be rated investment grade (Baa3/BBB- or higher) by at least two of the rating agencies (Moody’s Investor Service, Inc., Standard & Poor’s, Inc. and Fitch Inc.); (iv) be fixed rate; (v) be denominated in U.S. dollars and non-convertible; and (vi) be publicly issued. The following instruments are excluded from the Credit Index (and therefore also excluded from the Index): private placements, floating rate securities, Eurobonds and structured notes with embedded swaps or other special features. The Index is market capitalization weighted and the securities in the Index are updated on the last calendar day of each month. As of [ ], there were approximately [ ] securities in the Index.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

FUND PERFORMANCE

The Fund had not commenced operations as of the date of this Prospectus and therefore the Fund does not have a full calendar year of performance information.

PORTFOLIO MANAGEMENT

Investment Adviser

SSgA FM serves as the investment adviser to the Fund.

Portfolio Managers

The professionals primarily responsible for the day-to-day management of the Fund are Michael Brunell and John Kirby.

Michael Brunell is a Vice President of SSgA FM and is a member of the Passive Fixed Income Portfolio Management Group. He joined the Adviser in 1997.

SPDR Barclays Capital Corporate Industrial Bond ETF

INVESTMENT OBJECTIVE

The SPDR Barclays Capital Corporate Industrial Bond ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of an index that tracks the corporate industrial sector of the U.S. investment bond market.

FEES AND EXPENSES OF THE FUND

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund . This table and the example below do not reflect brokerage commissions you may pay on purchases and sales of the Fund’s shares.

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment):


Management Fees		[ ]	%
Distribution and Service (12b-1) Fees	None
Other Expenses (1)		[ ]	%
Total Annual Fund Operating Expenses		[ ]	%


(1)		“Other Expenses” are based on estimated amounts for the current fiscal year.

Example:


Year 1		Year 3
$[ ]		$[ ]

Portfolio Turnover:

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of the Barclays Capital U.S. Corporate Industrial Bond Index (the “Index”), the Fund employs a sampling strategy, which means that the Fund is not required to purchase all of the securities represented in the Index. Instead, the Fund may purchase a subset of the securities in the Index in an effort to hold a portfolio of securities with generally the same risk and return characteristics of the Index. The quantity of holdings in the Fund will be based on a number of factors, including asset size of the Fund. SSgA Funds Management, Inc. (“SSgA FM” or the “Adviser”) , the investment adviser to the Fund, generally expects the Fund to hold less than the total number of securities in the Index, but reserves the right to hold as many securities as it believes necessary to achieve the Fund’s investment objective.

The Index is designed to measure the performance of the industrial sector of publicly issued U.S. corporate and specified foreign debentures and secured notes. The Index components are a subset, based on sector, of the issues in the Barclays Capital U.S. Credit Index (the “Credit Index”). The Index only includes securities included in the industrial sector of the Credit Index. The Credit Index includes U.S. Securities and Exchange Commission (“SEC”) registered, publicly issued U.S. corporate and specified foreign debentures, including global issues that are SEC-registered, and secured notes. To be included in the Credit Index, a security must meet the following requirements: (i) have at least one year to final maturity, regardless of call features; (ii) have at least $250 million par amount outstanding; (iii) be rated investment grade (Baa3/BBB- or higher) by at least two of the rating agencies (Moody’s Investor Service, Inc., Standard & Poor’s, Inc. and Fitch Inc.); (iv) be fixed rate; (v) be denominated in U.S. dollars and non-convertible; and (vi) be publicly issued. The following instruments are excluded from the Credit Index (and therefore also excluded from the Index): private placements, floating rate securities, Eurobonds and structured notes with embedded swaps or other special features. The Index is market capitalization weighted and the securities in the Index are updated on the last calendar day of each month. As of [ ], there were approximately [ ] securities in the Index.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

Industrial Sector Risk: Stock prices for industrial companies are affected by supply and demand both for their specific product or service and for industrial sector products in general. Government regulation, world events, exchange rates and economic conditions will likewise affect the performance of these companies. Aerospace and defense companies, a component of the industrial sector, can be significantly affected by government spending policies because companies involved in this industry rely to a significant extent on government demand for their products and services. Thus, the financial condition of, and investor interest in, aerospace and defense companies are heavily influenced by governmental defense spending policies which are typically under pressure from efforts to control the government budgets. Transportation stocks, a component of the industrial sector, are cyclical and have occasional sharp price movements which may result from changes in the economy, fuel prices, labor agreements and insurance costs.

FUND PERFORMANCE

The Fund had not commenced operations as of the date of this Prospectus and therefore the Fund does not have a full calendar year of performance information.

PORTFOLIO MANAGEMENT

Investment Adviser

SSgA FM serves as the investment adviser to the Fund.

Portfolio Managers

The professionals primarily responsible for the day-to-day management of the Fund are Michael Brunell and John Kirby.

Michael Brunell is a Vice President of SSgA FM and is a member of the Passive Fixed Income Portfolio Management Group. He joined the Adviser in 1997.

John Kirby is a Managing Director of SSgA FM and head of the firm’s Fixed Income Index team. He joined the Adviser in 1997.

purchase and sale information

tax information

SPDR Barclays Capital Corporate Financial Bond ETF

INVESTMENT OBJECTIVE

The SPDR Barclays Capital Corporate Financial Bond ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of an index that tracks the corporate financial sector of the U.S. investment bond market.

FEES AND EXPENSES OF THE FUND

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund . This table and the example below do not reflect brokerage commissions you may pay on purchases and sales of the Fund’s shares.

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment):


Management Fees		[ ]	%
Distribution and Service (12b-1) Fees(1)	None
Other Expenses (2)		[ ]	%
Total Annual Fund Operating Expenses		[ ]	%


(1)		The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.

(2)		“Other Expenses” are based on estimated amounts for the current fiscal year.

Example:


Year 1		Year 3
$[ ]		$[ ]

Portfolio Turnover:

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of the Barclays Capital U.S. Corporate Financial Bond Index (the “Index”), the Fund employs a sampling strategy, which means that the Fund is not required to purchase all of the securities represented in the Index. Instead, the Fund may purchase a subset of the securities in the Index in an effort to hold a portfolio of securities with generally the same risk and return characteristics of the Index. The quantity of holdings in the Fund will be based on a number of factors, including asset size of the Fund. SSgA Funds Management, Inc. (“SSgA FM” or the “Adviser”) , the investment adviser to the Fund, generally expects the Fund to hold less than the total number of securities in the Index, but reserves the right to hold as many securities as it believes necessary to achieve the Fund’s investment objective.

included in the Index, cash and cash equivalents or money market instruments, such as repurchase agreements and money market funds (including money market funds advised by the Adviser).

The Index is designed to measure the performance of the financial sector of publicly issued U.S. corporate and specified foreign debentures and secured notes. The Index components are a subset, based on sector, of the issues in the Barclays Capital U.S. Credit Index (the “Credit Index”). The Index only includes securities included in the financial sector of the Credit Index. The Credit Index includes U.S. Securities and Exchange Commission (“SEC”) registered, publicly issued U.S. corporate and specified foreign debentures, including global issues that are SEC-registered, and secured notes. To be included in the Credit Index, a security must meet the following requirements: (i) have at least one year to final maturity, regardless of call features; (ii) have at least $250 million par amount outstanding; (iii) be rated investment grade (Baa3/BBB- or higher) by at least two of the rating agencies (Moody’s Investor Service, Inc., Standard & Poor’s, Inc. and Fitch Inc.); (iv) be fixed rate; (v) be denominated in U.S. dollars and non-convertible; and (vi) be publicly issued. The following instruments are excluded from the Credit Index (and therefore also excluded from the Index): private placements, floating rate securities, Eurobonds and structured notes with embedded swaps or other special features. The Index is market capitalization weighted and the securities in the Index are updated on the last calendar day of each month. As of [ ], there were approximately [ ] securities in the Index.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

Financial Sector Risk: Financial services companies are subject to extensive governmental regulation which may limit both the amounts and types of loans and other financial commitments they can make, and the interest rates and fees they can charge. Profitability is largely dependent on the availability and cost of capital funds, and can fluctuate significantly when interest rates change or due to increased competition. In addition, the recent deterioration of the credit markets generally has caused an adverse impact in a broad range of markets, including U.S. and international credit and interbank money markets generally, thereby affecting a wide range of financial institutions and markets. Recent events in the financial sector have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign, and cause certain financial services companies to incur large losses. Numerous financial services companies have experienced substantial declines in the valuations of their assets, taken action to raise capital (such as the issuance of debt or equity securities), or even ceased operations. These actions have caused the securities of many financial services companies to experience a dramatic decline in value. Credit losses resulting from financial difficulties of borrowers and financial losses associated with investment activities can negatively impact the sector. Insurance companies may be subject to severe price competition.

FUND PERFORMANCE

The Fund had not commenced operations as of the date of this Prospectus and therefore the Fund does not have a full calendar year of performance information.

PORTFOLIO MANAGEMENT

Investment Adviser

SSgA FM serves as the investment adviser to the Fund.

Portfolio Managers

The professionals primarily responsible for the day-to-day management of the Fund are Michael Brunell and John Kirby.

Michael Brunell is a Vice President of SSgA FM and is a member of the Passive Fixed Income Portfolio Management Group. He joined the Adviser in 1997.

John Kirby is a Managing Director of SSgA FM and head of the firm’s Fixed Income Index team. He joined the Adviser in 1997.

purchase and sale information

tax information

SPDR Barclays Capital Corporate Utilities Bond ETF

INVESTMENT OBJECTIVE

The SPDR Barclays Capital Corporate Utilities Bond ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of an index that tracks the corporate utilities sector of the U.S. investment bond market.

FEES AND EXPENSES OF THE FUND

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund . This table and the example below do not reflect brokerage commissions you may pay on purchases and sales of the Fund’s shares.

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment):


Management Fees		[ ]%
Distribution and Service (12b-1) Fees(1)		None
Other Expenses (2)		[ ]%
Total Annual Fund Operating Expenses		[ ]%


(1)		The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.

(2)		“Other Expenses” are based on estimated amounts for the current fiscal year.

Example:


Year 1		Year 3
$[ ]		$[ ]

Portfolio Turnover:

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of the Barclays Capital U.S. Corporate Utilities Bond Index (the “Index”), the Fund employs a sampling strategy, which means that the Fund is not required to purchase all of the securities represented in the Index. Instead, the Fund may purchase a subset of the securities in the Index in an effort to hold a portfolio of securities with generally the same risk and return characteristics of the Index. The quantity of holdings in the Fund will be based on a number of factors, including asset size of the Fund. SSgA Funds Management, Inc. (“SSgA FM” or the “Adviser”) , the investment adviser to the Fund, generally expects the Fund to hold less than the total number of securities in the Index, but reserves the right to hold as many securities as it believes necessary to achieve the Fund’s investment objective.

included in the Index, cash and cash equivalents or money market instruments, such as repurchase agreements and money market funds (including money market funds advised by the Adviser).

The Index is designed to measure the performance of the utilities sector of publicly issued U.S. corporate and specified foreign debentures and secured notes. The Index components are a subset, based on sector, of the issues in the Barclays Capital U.S. Credit Index (the “Credit Index”). The Index only includes securities included in the utilities sector of the Credit Index. The Credit Index includes U.S. Securities and Exchange Commission (“SEC”) registered, publicly issued U.S. corporate and specified foreign debentures, including global issues that are SEC-registered, and secured notes. To be included in the Credit Index, a security must meet the following requirements: (i) have at least one year to final maturity, regardless of call features; (ii) have at least $250 million par amount outstanding; (iii) be rated investment grade (Baa3/BBB- or higher) by at least two of the rating agencies (Moody’s Investor Service, Inc., Standard & Poor’s, Inc. and Fitch Inc.); (iv) be fixed rate; (v) be denominated in U.S. dollars and non-convertible; and (vi) be publicly issued. The following instruments are excluded from the Credit Index (and therefore also excluded from the Index): private placements, floating rate securities, Eurobonds and structured notes with embedded swaps or other special features. The Index is market capitalization weighted and the securities in the Index are updated on the last calendar day of each month. As of [ ], there were approximately [ ] securities in the Index.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

Utilities Sector Risk: The rates that traditional regulated utility companies may charge their customers generally are subject to review and limitation by governmental regulatory commissions. Although rate changes of a utility usually fluctuate in approximate correlation with financing costs due to political and regulatory factors, rate changes ordinarily occur only following a delay after the changes in financing costs. This factor will tend to favorably affect a regulated utility company’s earnings and dividends in times of decreasing costs, but conversely, will tend to adversely affect earnings and dividends when costs are rising. The value of regulated utility debt securities (and, to a lesser extent, equity securities) tends to have an inverse relationship to the movement of interest rates. Certain utility companies have experienced full or partial deregulation in recent years. These utility companies are frequently more similar to industrial companies in that they are subject to greater competition and have been permitted by regulators to diversify outside of their original geographic regions and their traditional lines of business. These opportunities may permit certain utility companies to earn more than their traditional regulated rates of return. Some companies, however, may be forced to defend their core business and may be less profitable.

FUND PERFORMANCE

The Fund had not commenced operations as of the date of this Prospectus and therefore the Fund does not have a full calendar year of performance information.

PORTFOLIO MANAGEMENT

Investment Adviser

SSgA FM serves as the investment adviser to the Fund.

Portfolio Managers

The professionals primarily responsible for the day-to-day management of the Fund are Michael Brunell and John Kirby.

Michael Brunell is a Vice President of SSgA FM and is a member of the Passive Fixed Income Portfolio Management Group. He joined the Adviser in 1997.

John Kirby is a Managing Director of SSgA FM and head of the firm’s Fixed Income Index team. He joined the Adviser in 1997.

purchase and sale information

tax information

SPDR Barclays Capital Zero Coupon Bond ETF

INVESTMENT OBJECTIVE

The SPDR Barclays Capital Zero Coupon Bond ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of an index that tracks Separate Trading of Registered Interest and Principal Securities (“STRIPS”) registered with the U.S. Treasury’s Bureau of Public Debt.

FEES AND EXPENSES OF THE FUND

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund . This table and the example below do not reflect brokerage commissions you may pay on purchases and sales of the Fund’s shares.


Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment):
Management Fees		[ ]	%
Distribution and Service (12b-1) Fees(1)	None
Other Expenses(2)		[ ]	%
Total Annual Fund Operating Expenses		[ ]	%


(1)		The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.

(2)		“Other Expenses” are based on estimated amounts for the current fiscal year.

Example:


Year 1		Year 3
$[ ]		$[ ]

Portfolio Turnover:

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of the Barclays Capital U.S. Treasury STRIPS Index (the “Index”), the Fund employs a sampling strategy, which means that the Fund is not required to purchase all of the securities represented in the Index. Instead, the Fund may purchase a subset of the securities in the Index in an effort to hold a portfolio of securities with generally the same risk and return characteristics of the Index. The quantity of holdings in the Fund will be based on a number of factors, including asset size of the Fund. SSgA Funds Management, Inc. (“SSgA FM” or the “Adviser”) , the investment adviser to the Fund, generally expects the Fund to hold less than the total number of securities in the Index, but reserves the right to hold as many securities as it believes necessary to achieve the Fund’s investment objective.

The Index is designed to tracks the return of STRIPS registered with the U.S. Treasury’s Bureau of Public Debt. STRIPS are a type of zero coupon bonds that are direct obligations of the U.S. Treasury. The interest payments (“coupons”) of STRIPS have been separated or “stripped” from the underlying principal by their holder. The principal or corpus is then sold at a deep discount because the buyer receives only the right to receive a future fixed payment on the security and does not receive any rights to periodic interest (cash) payments. When held to maturity, their entire income, which consists of accretion of discount, comes from the difference between the issue price and their value at maturity. The Index includes interest and principal payments stripped from existing U.S. Treasury notes and bonds. As of [ ], there were approximately [ ] securities in the Index.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

Zero Coupon Bond Risk: Because zero coupon bonds do not pay interest, the market value of zero coupon bonds may exhibit greater price volatility than ordinary debt securities. The market value of zero coupon bonds fall more dramatically than bonds paying interest on a current basis when interest rates rise, and rise more dramatically when interest rates fall.

FUND PERFORMANCE

The Fund had not commenced operations as of the date of this Prospectus and therefore the Fund does not have a full calendar year of performance information.

PORTFOLIO MANAGEMENT

Investment Adviser

SSgA FM serves as the investment adviser to the Fund.

Portfolio Managers

The professionals primarily responsible for the day-to-day management of the Fund are Michael Brunell and John Kirby.

Michael Brunell is a Vice President of SSgA FM and is a member of the Passive Fixed Income Portfolio Management Group. He joined the Adviser in 1997.

John Kirby is a Managing Director of SSgA FM and head of the firm’s Fixed Income Index team. He joined the Adviser in 1997.

SPDR Barclays Capital CMBS ETF

INVESTMENT OBJECTIVE

The SPDR Barclays Capital CMBS ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of an index that tracks the ERISA-eligible sector of the U.S. dollar denominated investment-grade commercial mortgage backed securities (CMBS) market.

FEES AND EXPENSES OF THE FUND

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund . This table and the example below do not reflect brokerage commissions you may pay on purchases and sales of the Fund’s shares.


Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment):
Management Fees		[ ]	%
Distribution and Service (12b-1) Fees(1)	None
Other Expenses(2)		[ ]	%
Total Annual Fund Operating Expenses		[ ]	%


(1)		The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, the Board has determined that no such payments will be made through at least October 31, 2012.

(2)		“Other Expenses” are based on estimated amounts for the current fiscal year.

Example:


Year 1		Year 3
$[ ]		$[ ]

Portfolio Turnover:

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

In seeking to track the performance of the Barclays Capital CMBS ERISA-Eligible Index (the “Index”), the Fund employs a sampling strategy, which means that the Fund is not required to purchase all of the securities represented in the Index. Instead, the Fund may purchase a subset of the securities in the Index in an effort to hold a portfolio of securities with generally the same risk and return characteristics of the Index. The quantity of holdings in the Fund will be based on a number of factors, including asset size of the Fund. SSgA Funds Management, Inc. (“SSgA FM” or the “Adviser”) , the investment adviser to the Fund, generally expects the Fund to hold less than the total number of securities in the Index, but reserves the right to hold as many securities as it believes necessary to achieve the Fund’s investment objective.

The Index is designed to measure the performance of the ERISA-eligible sector of the U.S. dollar denominated investment-grade commercial mortgage backed securities market. The Index is part of the Barclays Capital U.S. Aggregate Index. To be included in the Index, the following criteria must be met: (i) the original aggregate transaction must have a minimum deal size of $500 million and a minimum tranche size of $25 million, and the aggregate outstanding transaction size must be at least $300 million to remain in the Index; (ii) collateral for each transaction must be new origination and originated specifically for securitization; (iii) certificates must have an expected life of one year; (iv) certificates must be either fixed rate weighted average coupon (WAC) or capped WAC securities; and (v) the security must be ERISA-eligible. ERISA-eligible securities refer to those asset-backed and mortgage-backed securities that are covered by the various prohibited transaction exemptions granted by the U.S. Department of Labor under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), known as the “Underwriter Exemptions.” Additionally, securities must be rated investment grade (Baa3/BBB- or higher) by at least two of the rating agencies (Moody’s Investor Service, Inc., Standard & Poor’s, Inc. and Fitch Inc.). Excluded from the Index are floating rate certificates and securities issued under Rule 144A of the Securities Act of 1933, as amended. The Index is market capitalization weighted and the securities in the Index are updated on the last business day of each month. As of [ ], there were approximately [ ] securities in the Index.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund, and you could lose money on an investment in the Fund.

Prepayment Risk: The Fund may invest in mortgage-related securities, which may be paid off early if the borrower on the underlying mortgage prepays the mortgage or refinances the mortgage prior to the maturity date. If interest rates are falling, the Fund may have to reinvest the unanticipated proceeds at lower interest rates, resulting in a decline in the Fund’s income.

Extension Risk: The Fund may invest in mortgage-related securities and therefore, to the extent that interest rates rise, certain mortgage backed securities may be paid off substantially slower than originally anticipated and the value of those securities may fall sharply. This may result in a decline to the Fund’s income.

Mortgage-Backed Securities Risk: Mortgage-backed securities, other than GNMA mortgage-backed securities, are not backed by the full faith and credit of the U.S. government, and there can be no assurance that the U.S. government would provide financial support to its agencies or instrumentalities where it is not obligated to do so. Mortgage-backed securities tend to increase in value less than other debt securities when interest rates decline, but are subject to similar risk of decline in market value during periods of rising interest rates. Because of prepayment and extension risk, mortgage-backed securities react differently to changes in interest rates than other bonds. Small movements in interest rates (both increases and decreases) may quickly and significantly affect the value of certain mortgage-backed securities.

FUND PERFORMANCE

The Fund had not commenced operations as of the date of this Prospectus and therefore the Fund does not have a full calendar year of performance information.

PORTFOLIO MANAGEMENT

Investment Adviser

SSgA FM serves as the investment adviser to the Fund.

Portfolio Managers

The professionals primarily responsible for the day-to-day management of the Fund are John Kirby and Allen Kwong.

John Kirby is a Managing Director of SSgA FM and head of the firm’s Fixed Income Index team. He joined the Adviser in 1997.

Allen Kwong is a Principal of SSgA FM and is a member of the Passive Fixed Income Portfolio Management Group. He joined the Adviser in 1997.

PURCHASE AND SALE INFORMATION

TAX INFORMATION

ADDITIONAL STRATEGIES

General. The Adviser seeks to track the performance of a Fund’s Index as closely as possible (i.e., obtain a high degree of correlation with the Index). A number of factors may affect a Fund’s ability to achieve a high degree of correlation with its Index, and there can be no guarantee that a Fund will achieve a high degree of correlation.

Under various circumstances where it may not be possible or practical to purchase all of the securities in the benchmark Index for each Fund or amounts of such securities in proportion to their weighting in the Index, such as when there are practical difficulties or substantial costs involved in compiling a portfolio of securities to follow the Index, in instances when a security in the Index becomes temporarily illiquid, unavailable or less liquid, or due to legal restrictions (such as diversification requirements that apply to the Fund but not the Index), and in particular with respect to Funds that employ a sampling strategy, the Adviser will utilize a sampling strategy in managing the Funds. Sampling means that the Adviser uses quantitative analysis to select securities, including securities in the Index, outside of the Index and derivatives, that have a similar investment profile as the relevant Index in terms of key risk factors, performance attributes and other economic characteristics. These include industry weightings, market capitalization, and other financial characteristics of securities. The quantity of holdings in each Fund will be based on a number of factors, including asset size of the Fund. In addition, from time to time, securities are added to or removed from each Index. The Adviser may sell securities that are represented in an Index, or purchase securities that are not yet represented in an Index, in anticipation of their removal from or addition to an Index. Further, the Adviser may choose to overweight securities in an Index, purchase or sell securities not in an Index, or utilize various combinations of other available techniques, in seeking to track an Index.

borrowing money. Each Fund may borrow money from a bank as permitted by the Investment Company Act of 1940, as amended (“1940 Act”) or other governing statute, by the Rules thereunder, or by the U.S. Securities and Exchange Commission (“SEC”) or other regulatory agency with authority over the Fund, but only for temporary or emergency purposes. The 1940 Act presently allows a Fund to borrow from any bank (including pledging, mortgaging or hypothecating assets) in an amount up to 33 1/3% of its total assets (not including temporary borrowings not in excess of 5% of its total assets).

lending securities. Each Fund may lend its portfolio securities in an amount not to exceed one third (33 1/3%) of the value of its total assets via a securities lending program through its securities lending agent, State Street Bank and Trust Company (“Lending Agent”), to brokers, dealers and other financial institutions desiring to borrow securities to complete transactions and for other purposes. A securities lending program allows a Fund to receive a portion of the income generated by lending its securities and investing the respective collateral. A Fund will receive collateral for each loaned security which is at least equal to the market value of that security, marked to market each trading day. In the securities lending program, the borrower generally has the right to vote the loaned securities, however a Fund may call loans to vote proxies if a material issue affecting the Fund’s economic interest in the investment is to be voted upon. Security loans may be terminated at any time by a Fund.

ADDITIONAL RISK INFORMATION

PRINCIPAL RISKS

credit risk: The Fund could lose money if the issuer of a debt security is unable to meet its principal obligations in a timely manner, or if negative perceptions of the issuer’s ability to make such payments cause the price of the bond to decline. Funds that invest primarily in bonds issued by U.S. government agencies and instrumentalities will be subject to less credit risk than funds that invest in other debt obligations.

liquidity risk: Liquidity risk exists when particular investments are difficult to purchase or sell. If the Fund invests in illiquid securities or securities that become illiquid, it may reduce the returns of the Fund because the Fund may be unable to sell the illiquid securities at an advantageous time or price. Additionally, the market for certain investments may become illiquid under adverse market or economic conditions independent of any specific adverse changes in the conditions of a particular issuer. In such cases, a Fund, due to limitations on investments in illiquid securities and/or the difficulty in purchasing and selling such investments, may be unable to achieve its desired level of exposure to a certain market or sector and the Fund may not achieve a high degree of correlation with its Index. Furthermore, if a Fund’s principal investment strategies involve investing in municipal securities, the Fund’s portfolio may have greater exposure to liquidity risk since the markets for such securities may be less liquid than the traditional bond markets. There may also be less information available on the financial condition of issuers of these types of securities than for public corporations. This means that it may be harder to buy and sell such securities, especially on short notice, and these securities may be more difficult for a Fund to value accurately than securities of public corporations.

income risk: The Fund’s income may decline due to falling interest rates. During a period of falling interest rates, income risk is generally higher for short term bond funds, moderate for intermediate term bond funds and low for long term bond funds. Therefore, investors should expect a Fund’s monthly income to fluctuate accordingly.

u.s. government agency securities risk (spdr S&P agency bond etf): Treasury securities are backed by the full faith and credit of the U.S. government as to the timely payment of principal and interest. Securities issued by U.S. government agencies or government-sponsored entities may not be guaranteed by the U.S. Treasury. GNMA, a wholly owned U.S. government corporation, is authorized to guarantee, with the full faith and credit of the U.S. government, the timely payment of principal and interest on securities issued by institutions approved by GNMA and backed by pools of mortgages insured by the Federal Housing Administration or the Department of Veterans Affairs. The Funds may also invest in obligations issued by other entities such as

FNMA and FHLMC, which are supported solely by the credit of the agency or instrumentality itself, and are neither guaranteed nor insured by the U.S. government. FHLMC and FNMA have each been placed into conservatorship by the U.S. government under the authority of the Federal Housing Finance Agency with a stated purpose to preserve and conserve each entity’s assets and property, and to put each entity in a sound and solvent condition. No assurance can be given that these purposes will be met or that the U.S. government will provide adequate, or any, financial support to these and other agencies if needed. If a government-sponsored entity is unable to meet its obligations, the performance of a Fund will be adversely impacted.

additional risks

fluctuation of net asset value; share premiums and discounts. The net asset value of the Shares will generally fluctuate with changes in the market value of a Fund’s securities holdings. The market prices of Shares will generally fluctuate in accordance with changes in a Fund’s net asset value and supply and demand of Shares on the Exchange. It cannot be predicted whether Shares will trade below, at or above their net asset value. Price differences may be due, in large part, to the fact that supply and demand forces at work in the secondary trading market for Shares will be closely related to, but not identical to, the same forces influencing the prices of the securities of an Index trading individually or in the aggregate at any point in time. The market prices of Shares may deviate significantly from the net asset value of the Shares during periods of market volatility. However, given that Shares can be created and redeemed in Creation Units (unlike shares of many closed-end funds, which frequently trade at appreciable discounts from, and sometimes at premiums to, their net asset value), the Adviser and Sub-Adviser as applicable, believes that large discounts or premiums to the net asset value of Shares should not be sustained over long periods. While the creation/redemption feature is designed to make it likely that Shares normally will trade close to a Fund’s net asset value, disruptions to creations and redemptions may result in trading prices that differ significantly from such Fund’s net asset value. If an investor purchases Shares at a time when the market price is at a premium to the net asset value of the Shares or sells at a time when the market price is at a discount to the net asset value of the Shares, then the investor may sustain losses.

derivatives.A derivative is a financial contract the value of which depends on, or is derived from, the value of a financial asset (such as stock, bond or currency), a physical asset (such as gold) or a market index (such as the S&P 500 Index). Each Fund may invest in futures contracts and other derivatives. Compared to conventional securities, derivatives can be more sensitive to changes in interest rates or to sudden fluctuations in market prices and thus a Fund’s losses may be greater if it invests in derivatives than if it invests only in conventional securities.

MANAGEMENT

adviser. SSgA Funds Management, Inc. serves as the investment adviser to each Fund and, subject to the supervision of the Board, is responsible for the investment management of the Funds. The Adviser provides an investment management program for each Fund and manages the investment of the Funds’ assets. The Adviser and other affiliates of State Street Corporation make up State Street Global Advisors (“SSgA”), the investment management arm of State Street Corporation. As of [ ], the Adviser managed approximately $[ ] billion in assets and SSgA managed approximately $[ ] trillion in assets. The Adviser’s principal business address is State Street Financial Center, One Lincoln Street, Boston, Massachusetts 02111.

For the services provided to each Fund under the Investment Advisory Agreement, each Fund expects to pay the Adviser the annual fees based on a percentage of each Fund’s average daily net assets as set forth below:


SPDR S&P Commercial Paper ETF	0.[ ]	%
SPDR Nuveen Barclays Capital 2012 Municipal Bond ETF	0.[ ]	%
SPDR Nuveen Barclays Capital 2013 Municipal Bond ETF	0.[ ]	%
SPDR Nuveen Barclays Capital 2014 Municipal Bond ETF	0.[ ]	%
SPDR Nuveen Barclays Capital 2015 Municipal Bond ETF	0.[ ]	%
SPDR Nuveen Barclays Capital 2016 Municipal Bond ETF	0.[ ]	%
SPDR Nuveen Barclays Capital 2017 Municipal Bond ETF	0.[ ]	%
SPDR Nuveen Barclays Capital 2018 Municipal Bond ETF	0.[ ]	%
SPDR Nuveen Barclays Capital 2019 Municipal Bond ETF	0.[ ]	%
SPDR Nuveen Barclays Capital 2020 Municipal Bond ETF	0.[ ]	%
SPDR Nuveen Barclays Capital 2021 Municipal Bond ETF	0.[ ]	%
SPDR S&P Agency Bond ETF	0.[ ]	%
SPDR Barclays Capital Corporate Bond ETF	0.[ ]	%
SPDR Barclays Capital Corporate Industrial Bond ETF	0.[ ]	%


SPDR Barclays Capital Corporate Financial Bond ETF	0.[ ]	%
SPDR Barclays Capital Corporate Utilities Bond ETF	0.[ ]	%
SPDR Barclays Capital Zero Coupon Bond ETF	0.[ ]	%
SPDR Barclays Capital CMBS ETF	0.[ ]	%

investment sub-adviser. Pursuant to the Advisory Agreement between the Funds and the Adviser, the Adviser is authorized to engage one or more sub-advisers for the performance of any of the services contemplated to be rendered by the Adviser. The Adviser has retained Nuveen Asset Management, LLC (“Nuveen Asset Management”) as sub-adviser, to be responsible for the day-to-day management of the Municipal Bond ETFs’ investments, subject to supervision by the Adviser and the Board. The Adviser provides administrative, compliance and general management services to the Municipal Bond ETFs. Nuveen Asset Management is a subsidiary of Nuveen Fund Advisors, Inc., which is a subsidiary of Nuveen Investments, Inc. (“Nuveen Investments”). On November 13, 2007, Nuveen Investments was acquired by investors led by Madison Dearborn Partners, LLC, which is a private equity investment firm based in Chicago, Illinois (the “MDP Acquisition”). Nuveen Asset Management offers advisory and investment management services to a broad range of mutual fund clients and has extensive experience in managing municipal securities. As of [ ], Nuveen Asset Management managed approximately $[ ] billion in assets. Nuveen Asset Management’s principal business address is 333 West Wacker Drive, Chicago, Illinois 60606.

In accordance with the Sub-Advisory Agreement between the Adviser and Nuveen Asset Management, the Adviser pays Nuveen Asset Management [ ]% of the advisory fee paid by the Municipal Bond ETFs to the Adviser (after deducting payments to service providers and expenses). The Municipal Bond ETFs are not responsible for the fees paid to Nuveen Asset Management.

A discussion regarding the Board’s consideration of the Investment Advisory Agreements is provided in the Trust’s [Semi-Annual Report] to Shareholders for the period ended [ ].

portfolio managers. The Adviser and Sub-Adviser manages the Funds using a team of investment professionals. The team approach is used to create an environment that encourages the flow of investment ideas. The portfolio managers within each team work together in a cohesive manner to develop and enhance techniques that drive the investment process for the respective investment strategy. This approach requires portfolio managers to share a variety of responsibilities including investment strategy and analysis while retaining responsibility for the implementation of the strategy within any particular portfolio. The approach also enables the team to draw upon the resources of other groups within SSgA. The Adviser’s portfolio management teams are overseen by the SSgA Investment Committee.

The professionals primarily responsible for the day-to-day management of each Fund are:


Portfolio Managers		Fund
Todd Bean, Steve Meier, Jeff St. Peters		SPDR S&P Commercial Paper ETF

Timothy T. Ryan and Steven M. Hlavin		SPDR Nuveen Barclays Capital 2012 Municipal Bond ETF
		SPDR Nuveen Barclays Capital 2013 Municipal Bond ETF
		SPDR Nuveen Barclays Capital 2014 Municipal Bond ETF
		SPDR Nuveen Barclays Capital 2015 Municipal Bond ETF
		SPDR Nuveen Barclays Capital 2016 Municipal Bond ETF
		SPDR Nuveen Barclays Capital 2017 Municipal Bond ETF
		SPDR Nuveen Barclays Capital 2018 Municipal Bond ETF
		SPDR Nuveen Barclays Capital 2019 Municipal Bond ETF
		SPDR Nuveen Barclays Capital 2020 Municipal Bond ETF
		SPDR Nuveen Barclays Capital 2021 Municipal Bond ETF

Michael Brunell and John Kirby		SPDR S&P Agency Bond ETF
		SPDR Barclays Capital Corporate Bond ETF
		SPDR Barclays Capital Corporate Industrial Bond ETF
		SPDR Barclays Capital Corporate Financial Bond ETF
		SPDR Barclays Capital Corporate Utilities Bond ETF
		SPDR Barclays Capital Zero Coupon Bond ETF

John Kirby and Allen Kwong		SPDR Barclays Capital CMBS ETF

allen kwong. Allen Kwong is a Principal of SSgA and SSgA FM, and Portfolio Manager in the Passive Fixed Income Portfolio Management Group. He joined SSgA in 1997 and is responsible for developing and managing portfolios against a variety of fixed income indices. He has been in this role since 2004. Previously, Mr. Kwong worked in the Fixed Income Operations group supporting the index team. Mr. Kwong holds an MBA degree from the Carroll School of Management at Boston College and dual BS degrees in Economics and Strategic Management from Boston College. Mr. Kwong is currently a Level I Candidate for the Chartered Financial Analyst designation.

steve meier. Steve Meier, CFA, FRM, is an Executive Vice President of SSgA and SSgA FM and is the Global Cash CIO. Mr. Meier is an Executive Vice President of State Street Global Advisors and is the Global Cash CIO. Mr. Meier, who joined SSgA in 2003, has more than 25 years of experience in the global cash and fixed income markets. Previously, he headed the firm’s North American Cash and Securities Lending Cash Collateral portfolio management activities. Prior to joining SSgA, Mr. Meier was a Senior Managing Director in State Street’s Global Markets group responsible for developing its global fixed income business. He also served as Chief Operating Officer of State Street’s electronic bond trading subsidiary, Advanced Auctions LLC, and was a member of its European subsidiary’s Board of Directors. He received extensive capital markets experience and held senior positions in trading and investment banking in New York and London while working for Merrill Lynch and Credit Suisse First Boston for nearly 12 years. He also served on TradeWeb LLC’s Executive Board while head of CSFB’s global electronic trading unit. In addition, he was a senior global bond Portfolio Manager with Oppenheimer Capital and member of its Fixed Income Strategy Group. Mr. Meier is a member of SSgA’s Executive Management Group (EMG), Senior Management Group (SMG) and Investment Committee. He has earned the Chartered Financial Analyst designation, is a certified Financial Risk Manager (FRM), a member of the Boston Security Analysts Society, the Association for Investment Management and Research (AIMR) and the Global Association of Risk Professionals (GARP). He holds a BBA from Hofstra University, an MBA from Indiana University’s Graduate School of Business and an Advanced Certificate of Investment Management from the London Business School.

and securities lending portfolios at SSgA for over 8 years. Prior to joining SSgA, Mr. St. Peters was employed nearly 9 years with Fidelity Investments, the latter years within the Fidelity Management and Research Company, where he worked as a trader within the Money Market area of the Fixed Income division. In addition, he held several positions within Fidelity’s Investment Technology area, where he assisted in designing and implementing an internal proprietary trading system. Mr. St. Peters has over 17 years of investment experience. He holds a BS in Finance from Bentley College.

INDEX/TRADEMARK LICENSES/DISCLAIMERS

barclays capital indexes. The Adviser acknowledges and expressly agrees that the Barclays Capital ETFs (“Products” or “ETF”) are not sponsored, endorsed, sold or promoted by Barclays Capital (“Licensor”), and that Licensor makes no warranty, express or implied, as to the results to be obtained by any person or entity from the use of any Index, any opening, intra-day or closing value therefore, or any data included therein or relating thereto, in connection with the trading of any ETF based thereon or for any other purpose. Licensor’s only relationship to the Licensee with respect to the Products is the licensing of certain trademarks and trade names of Licensor and the Licensor Indices that are determined, composed and calculated by Licensor without regard to Licensee or the Products. Licensor has no obligation to take the needs of Licensee or the owners of the Products into consideration in determining, composing or calculating the Licensor Indices. Licensor is not responsible for and has not participated in any determination or calculation made with respect to issuance of the Products. Licensor has no obligation or liability in connection with the listing, trading, marketing or administration of the Products.

LICENSOR DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE INDEXES, OR ANY OPENING, INTRA-DAY OR CLOSING VALUE THEREFOR, OR ANY DATA INCLUDED THEREIN OR RELATED THERETO. LICENSOR MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY OWNERS OF THE PRODUCTS OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDEXES, ANY OPENING, INTRA-DAY OR CLOSING VALUE THEREFOR, ANY DATA INCLUDED THEREIN OR RELATING THERETO, OR ANY ETF BASED THEREON, IN CONNECTION WITH THE RIGHTS LICENSED HEREUNDER OR FOR ANY OTHER USE. LICENSOR MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE INDEXES, ANY OPENING, INTRA-DAY OR CLOSING VALUE THEREFOR, ANY DATA INCLUDED THEREIN OR RELATING THERETO, OR ANY ETF BASED THEREON. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL LICENSOR HAVE ANY LIABILITY FOR ANY DAMAGES, CLAIMS, LOSSES (INCLUDING ANY INDIRECT OR CONSEQUENTIAL LOSSES), EXPENSES OR DELAYS, WHETHER DIRECT OR INDIRECT, FORESEEN OR UNFORESEEN, SUFFERED BY ANY PERSON ARISING OUT OF ANY CIRCUMSTANCE OR OCCURRENCE RELATING TO THE PERSON’S USE OF ANY INDEX, ANY OPENING, INTRA-DAY OR CLOSING VALUE THEREFOR, ANY DATA INCLUDED THEREIN OR RELATING THERETO, OR ANY ETF BASED THEREON, OR ARISING OUT OF ANY ERRORS OR DELAYS IN CALCULATING OR DISSEMINATING SUCH INDEXES.

S&P Index Licenses

“S&P Commercial Paper Index” and “S&P U.S. Agency Bond Index (together, the “S&P Indexes”) and “S&P”, are trademarks of Standard & Poor’s Financial Services LLC, an affiliate of The McGraw-Hill Companies, Inc. (“S&P” or “Standard & Poor’s”).

The Funds are not sponsored, endorsed, sold or promoted by S&P and S&P makes no representation or warranty, express or implied, to the Trust, the Adviser, the Distributor, or Beneficial Owners of the Funds’ Shares regarding the advisability of investing in index securities or exchange-traded funds generally or in the Funds particularly or the ability of the S&P Indexes to track bond performance. S&P’s only relationship to the Trust is the licensing of certain trademarks and trade names of S&P and of the S&P Indexes which are determined, comprised and calculated by S&P without regard to the Funds or their shareholders. The Adviser and the Trust are permitted to use these trademarks pursuant to a License Agreement with Standard & Poor’s. S&P has no obligation to take the needs of the Funds or their shareholders into consideration in determining, comprising or calculating the S&P Indexes. S&P is not responsible for and has not participated in any determination or calculation made with respect to issuance or redemption of the Funds’ Shares. S&P has no obligation or liability in connection with the administration, marketing or trading of the Funds.

OTHER PERSON OR ENTITY FROM THE USE OF THE S&P INDEXES OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE USE LICENSED UNDER THE LICENSE AGREEMENT, OR FOR ANY OTHER USE. STANDARD & POOR’S MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE S&P INDEXES OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL STANDARD & POOR’S HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

SPDR Trademark

The “SPDR” trademark is used under license from S&P. No financial product offered by the Trust, or its affiliates is sponsored, endorsed, sold or promoted by S&P. S&P makes no representation or warranty, express or implied, to the owners of any financial product or any member of the public regarding the advisability of investing in securities generally or in financial products particularly or the ability of the index on which financial products are based to track general stock market performance. S&P is not responsible for and has not participated in any determination or calculation made with respect to issuance or redemption of financial products. S&P has no obligation or liability in connection with the administration, marketing or trading of financial products.

ADDITIONAL PURCHASE AND SALE INFORMATION

quantities of Shares known as Creation Units available only from a Fund directly, and that most trading in a Fund occurs on the Exchange at prevailing market prices and does not involve the Fund directly. Given this structure, the Board determined that it is unlikely that (a) market timing would be attempted by a Fund’s shareholders or (b) any attempts to market time a Fund by shareholders would result in negative impact to a Fund or its shareholders.

OTHER CONSIDERATIONS

DISTRIBUTIONS

Each Fund typically earns interest from debt securities and, if participating, securities lending income. These amounts, net of expenses and taxes (if applicable), are passed along to Fund shareholders as “income dividend distributions.” Each Fund realizes capital gains or losses whenever it sells securities. Net long-term capital gains are distributed to shareholders as “capital gain distributions.”

Income dividend distributions, if any, are generally distributed to shareholders monthly but may vary significantly from period to period. Net capital gains for each Fund are distributed at least annually. Dividends may be declared and paid more frequently to improve Index tracking or to comply with the distribution requirements of the Internal Revenue Code.

PORTFOLIO HOLDINGS

A description of the Trust’s policies and procedures with respect to the disclosure of each Fund’s portfolio securities is available in the SAI.

ADDITIONAL TAX INFORMATION

Unless your investment in the Funds is through a tax-exempt entity or tax deferred retirement account, such as a 401(k) plan, you need to be aware of the possible tax consequences when:

	•		Each Fund makes distributions;

	•		You sell Shares listed on the Exchange; and

	•		You create or redeem Creation Units.

exempt-interest dividends) are subject to federal income tax when they are paid, whether you take them in cash or reinvest them in a Fund. The income dividends and short-term capital gains distributions you receive from the Funds will be taxed as either ordinary income or qualified dividend income.

all funds. Distributions from a Fund’s net investment income (other than qualified dividend income and net tax-exempt income), including any net short-term capital gains, if any, and distributions of income from securities lending, are taxable to you as ordinary income. In general, your distributions (other than tax exempt-interest dividends) are subject to federal income tax when they are paid, whether you take them in cash or reinvest them in the Fund. Dividends that are designated as qualified dividend income are eligible for the reduced maximum rate to individuals of 15% (a lower rate applies to individuals in lower tax brackets) to the extent that a Fund receives qualified dividend income and subject to certain limitations. The Municipal Bond ETFs’ taxable dividends, if any, are not expected to be made up of qualified dividend income or to qualify for a dividends received deduction if you are a corporate shareholder. Long-term capital gains distributions will result from gains on the sale or exchange of capital assets held by a Fund for more than one year. Any long-term capital gains distributions you receive from a Fund are taxable as long-term capital gain regardless of how long you have owned your Shares. Long-term capital gains are currently taxed at a maximum of 15%. Absent further legislation, the lower rates applicable to qualified dividend income and long-term capital gains will increase for taxable years beginning after December 31, 2012. Although the Municipal Bond ETFs do not seek to realize taxable income or capital gains, such Funds may realize and distribute taxable income or capital gains from time to time as a result of the Funds’ normal investment activities.

The extent to which a Fund redeems Creation Units in cash may result in more capital gains being recognized by a Fund as compared to exchange traded funds that redeem Creation Units in-kind.

rate of foreign tax for a Fund in advance since the amount of the assets to be invested within various countries is not known. If more than 50% of the total assets of a Fund at the close of its taxable year consist of foreign stocks or securities, a Fund may “pass through” to you certain foreign income taxes (including withholding taxes) paid by a Fund. This means that you will be considered to have received as an additional dividend your share of such foreign taxes, but you may be entitled to either a corresponding tax deduction in calculating your taxable income, or, subject to certain limitations, a credit in calculating your federal income tax.

If you create or redeem Creation Units, you will be sent a confirmation statement showing how many Shares you purchased or sold and at what price.

income taxes. You should be aware that some States require a minimum percentage of home state bonds to permit the state tax exemption. Consult your tax advisor to determine whether such interest is exempt from your State and/or local taxes.

GENERAL INFORMATION

Morgan, Lewis & Bockius LLP serves as counsel to the Trust, including the Funds. [ ] serves as the independent registered public accounting firm and will audit the Funds’ financial statements annually.

PREMIUM/DISCOUNT INFORMATION

Each Fund had not commenced operations prior to the date of this Prospectus and therefore does not have information regarding how often the Shares of each Fund traded on the Exchange at a price above (i.e., at a premium) or below (i.e., at a discount) the net asset value of the Fund during the past calendar year. When available, such information will be provided at http://www.spdrs.com.

FINANCIAL HIGHLIGHTS

Each Fund had not commenced operations prior to the date of this Prospectus and therefore does not have financial information.

WHERE TO LEARN MORE ABOUT THE FUNDS

This Prospectus does not contain all the information included in the Registration Statement filed with the SEC with respect to the Funds’ Shares. An SAI is on file with the SEC and provides more information about the Funds. The SAI is incorporated herein by reference (i.e., they are legally part of this Prospectus). These materials may be obtained without charge, upon request, by writing to the Distributor, State Street Global Markets, LLC, State Street Financial Center, One Lincoln Street, Boston, Massachusetts 02111, by visiting the Funds’ website at http://www.spdrs.com or by calling the following number:

Investor Information: 1-866-787-2257

[ ] The Trust’s Investment Company Act Number is 811-08839.

SPDR^® SERIES TRUST (THE “TRUST”)

STATEMENT OF ADDITIONAL INFORMATION

Dated October 31, 2011

This Statement of Additional Information (“SAI”) is not a prospectus. With respect to each of the Trust’s series portfolios listed below, this SAI should be read in conjunction with the prospectus dated October 31, 2011, as may be revised from time to time (“Prospectus”).


		TICKER
SPDR S&P^{^®}Commercial Paper ETF		CPZ
SPDR Nuveen Barclays Capital 2012 Municipal Bond ETF		[ ]
SPDR Nuveen Barclays Capital 2013 Municipal Bond ETF		[ ]
SPDR Nuveen Barclays Capital 2014 Municipal Bond ETF		[ ]
SPDR Nuveen Barclays Capital 2015 Municipal Bond ETF		[ ]
SPDR Nuveen Barclays Capital 2016 Municipal Bond ETF		[ ]
SPDR Nuveen Barclays Capital 2017 Municipal Bond ETF		[ ]
SPDR Nuveen Barclays Capital 2018 Municipal Bond ETF		[ ]
SPDR Nuveen Barclays Capital 2019 Municipal Bond ETF		[ ]
SPDR Nuveen Barclays Capital 2020 Municipal Bond ETF		[ ]
SPDR Nuveen Barclays Capital 2021 Municipal Bond ETF		[ ]
SPDR S&P Agency Bond ETF		[ ]
SPDR Barclays Capital Corporate Bond ETF		[ ]
SPDR Barclays Capital Corporate Industrial Bond ETF		[ ]
SPDR Barclays Capital Corporate Financial Bond ETF		[ ]
SPDR Barclays Capital Corporate Utilities Bond ETF		[ ]
SPDR Barclays Capital Zero Coupon Bond ETF		[ ]
SPDR Barclays Capital CMBS ETF		[ ]

Principal U.S. Listing Exchange for each ETF: NYSE Arca, Inc.

Capitalized terms used herein that are not defined have the same meaning as in the Prospectus, unless otherwise noted. Copies of the Prospectus may be obtained without charge by writing to State Street Global Markets, LLC, the Trust’s principal underwriter (referred to herein as “Distributor” or “Principal Underwriter”), State Street Financial Center, One Lincoln Street, Boston, Massachusetts 02111, by visiting the Trust’s website at www.spdrs.com or by calling 1-866-787-2257.

GENERAL DESCRIPTION OF THE TRUST

The Trust is an open-end management investment company, registered under the Investment Company Act of 1940, as amended (the “1940 Act”), consisting of multiple investment series (each a “Fund” and collectively the “Funds”). The Trust was organized as a Massachusetts business trust on June 12, 1998. The offering of each Fund’s shares (“Shares”) is registered under the Securities Act of 1933, as amended (the “Securities Act”). The investment objective of each Fund is to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of a specified market index (each an “Index” and together the “Indexes”). SSgA Funds Management, Inc. serves as the investment adviser for each Fund (the “Adviser”) and certain funds are sub-advised by a sub-adviser as further described herein (the “Sub-Adviser”). To the extent that a reference in this SAI refers to the “Adviser”, such reference should be read to refer to the Sub-Adviser where the context requires.

The SPDR S&P Commercial Paper ETF may sometimes be referred to herein as the “Commercial Paper ETF.” The SPDR Nuveen Barclays Capital 2012 Municipal Bond ETF, SPDR Nuveen Barclays Capital 2013 Municipal Bond ETF, SPDR Nuveen Barclays Capital 2014 Municipal Bond ETF, SPDR Nuveen Barclays Capital 2015 Municipal Bond ETF, SPDR Nuveen Barclays Capital 2016 Municipal Bond ETF, SPDR Nuveen Barclays Capital 2017 Municipal Bond ETF, SPDR Nuveen Barclays Capital 2018 Municipal Bond ETF, SPDR Nuveen Barclays Capital 2019 Municipal Bond ETF, SPDR Nuveen Barclays Capital 2020 Municipal Bond ETF, SPDR Nuveen Barclays Capital 2021 Municipal Bond ETF may collectively be referred to as the “Municipal Bond ETFs.” The SPDR S&P Agency Bond ETF may sometimes be referred to herein as the “Agency Bond ETF.” The SPDR Barclays Capital Corporate Bond ETF may sometimes be referred to as the “Corporate Bond ETF.” The SPDR Barclays Capital Corporate Industrial Bond ETF may sometimes be referred to herein as the “Corporate Industrial Bond ETF.” The SPDR Barclays Capital Corporate Financial Bond ETF may sometimes be referred to herein as the “Corporate Financial Bond ETF.” The SPDR Barclays Capital Corporate Utilities Bond ETF may sometimes be referred to herein as the “Corporate Utilities Bond ETF” (and, together with the Corporate Bond ETF, Corporate Industrial Bond ETF and Corporate Financial Bond ETF, the “Corporate Bond ETFs”). The SPDR Barclays Capital Zero Coupon Bond ETF may sometimes be referred to herein as the “Zero Coupon Bond ETF.” The SPDR Barclays Capital CMBS ETF may sometimes be referred to herein as the “CMBS ETF.”

ADDITIONAL INDEX INFORMATION

Additional Information with respect to the S&P Commercial Paper Index

Index Definition

The S&P Commercial Paper Index (“Commercial Paper Index”) is designed to measure the performance of the United States 1-3 month commercial paper market.

Index Criteria & Methodology

a. Component Selection Criteria

In order for its commercial paper to qualify for index inclusion, an issuing company must first meet certain minimum requirements. The issuer must:

	•		Be a corporate issuer, including publicly traded and privately held corporations as well as subsidiaries of corporations. Asset-backed issuers are not eligible.

	•		Have a maximum program size of at least $2 billion. The program size is updated every March and September.

If the issuing company meets these requirements, the commercial paper must then meet additional requirements. The commercial paper must:

	•		Be priced by the Interactive Data Corporation as of the reference date (fifth business day prior to month end).

	•		Have a current rating from at least one of Standard & Poor’s^®, Moody’s Investors Service or Fitch Inc.

	•		Have a maturity of between 31 and 91 days as of the rebalance date (last business day of the month).

b. Methodology

At each monthly rebalancing, Commercial Paper Index constituents are selected based on the eligibility factors mentioned above and weighted on a tiered basis. Constituents are assigned weight factors based on the issuer’s maximum program size. At each monthly rebalancing, all constituents are reset to their assigned weights.

As of the date of this SAI, constituents of issuers with maximum program sizes ranging from $2 billion to $5 billion are assigned a weight factor of 1; maximum program sizes ranging from $5 billion to $15 billion are assigned a weight factor of 2; and maximum program sizes of $15 billion and greater are assigned a weight factor of 3.

Index Maintenance and Issue Changes

After each reference date, the universe of commercial paper securities priced by IDC is compared to the list of eligible securities and maturity ranges. Those passing the eligibility factor screens comprise the index constituents and are weighted based on the tiers described previously. The new portfolio of constituents and weights are announced two days prior to the rebalancing date.

Twice a year, in mid-March and mid-September, the list of issuers with program sizes of greater than $2 billion is gathered from Bloomberg, and scrubbed to remove asset-backed securities and non-rated issuers. This eligible universe is used for the following six months, along with the criteria on pricing coverage and maturity.

No issuers are added between reconstitutions, but a security may be deleted from the Commercial Paper Index between reconstitutions if pricing is no longer available.

Index Governance

The S&P Commercial Paper Index Committee (the “CPI Committee”) maintains the Commercial Paper Index. The CPI Committee is comprised of employees or agents of Standard & Poor’s. The CPI Committee oversees the day-to-day management of the Commercial Paper Index, including rebalancing, determinations of intra-rebalancing changes to the Commercial Paper Index, and maintenance and inclusion policies, including additions or deletions and other matters affecting the maintenance and calculation of the Commercial Paper Index. In fulfilling its responsibilities, the CPI Committee has full and complete discretion to (i) amend, apply, or exempt the application of Commercial Paper Index rules and policies as circumstances may require; and (ii) add, remove, or by-pass

any issue in determining the composition of the Commercial Paper Index. The CPI Committee may rely on any information or documentation submitted to it or gathered by it that the CPI Committee believes to be accurate. The CPI Committee reserves the right to reinterpret publicly available information and to make changes to the Commercial Paper Index based on a new interpretation of that information at its sole discretion.

Barclays Capital U.S. Credit Index

The Barclays Capital U.S. Credit Index (the “Credit Index”) covers the U.S. dollar denominated, investment-grade, fixed-rate, taxable bond market of SEC-registered securities.

Index Inclusion

Inclusion Criteria

	•		Amount Outstanding: at least $250 million par amount outstanding.

	•		Maturity: at least one year to final maturity, regardless of call features.

	•		Rating: must be rated investment grade by at least two of the following: Moody’s, S&P or Fitch. If only two of the three agencies rate the security, the lower rating is used to determine eligibility. If only one of the three agencies rates a security, the rating must be investment-grade.

	•		Coupon: fixed rate, although security can carry a coupon that steps up or changes according to a pre-determined schedule.

	•		Currency: U.S. dollar denominated and non-convertible.

	•		Market of Issue: SEC-registered, fully taxable, publicly issued.

Pricing

Rebalancing

INVESTMENT POLICIES

DIVERSIFICATION

CONCENTRATION

In pursuing its objective, each Fund may hold the securities of a single issuer in an amount exceeding 10% of the market value of the outstanding securities of the issuer, subject to restrictions imposed by the Internal Revenue Code. In particular, as a Fund’s size grows and its assets increase, it will be more likely to hold more than 10% of the securities of a single issuer if the issuer has a relatively small public float as compared to other components in its benchmark Index.

BONDS

Each Fund invests a substantial portion of its assets in bonds. A bond is an interest-bearing security issued by a company, governmental unit or, in some cases, a non-U.S. entity. The issuer of a bond has a contractual obligation to pay interest at a stated rate on specific dates and to repay principal (the bond’s face value) periodically or on a specified maturity date; provided, however, a zero coupon bond pays no interest to its holder during its life. The value of a zero coupon bond to a Fund consists of the difference between such bond’s face value at the time of maturity and the price for which it was acquired, which may be an amount significantly less than its face value (sometimes referred to as a “deep discount” price).

An issuer may have the right to redeem or “call” a bond before maturity, in which case the investor may have to reinvest the proceeds at lower market rates. Most bonds bear interest income at a “coupon” rate that is fixed for the life of the bond. The value of a fixed rate bond usually rises when market interest rates fall, and falls when market interest rates rise. Accordingly, a fixed rate bond’s yield (income as a percent of the bond’s current value) may differ from its coupon rate as its value rises or falls. Fixed rate bonds generally are also subject to inflation risk, which is the risk that the value of the bond or income from the bond will be worth less in the future as inflation decreases the value of money. This could mean that, as inflation increases, the “real” value of the assets of a Fund holding fixed rate bonds can decline, as can the value of the Fund’s distributions. Other types of bonds bear income at an interest rate that is adjusted periodically. Because of their adjustable interest rates, the value of “floating-rate” or “variable-rate” bonds fluctuates much less in response to market interest rate movements than the value of fixed rate bonds. The Fund may treat some of these bonds as having a shorter maturity for purposes of calculating the weighted average maturity of its investment portfolio. Bonds may be senior or subordinated obligations. Senior obligations generally have the first claim on a corporation’s earnings and assets and, in the event of liquidation, are paid before subordinated obligations. Bonds may be unsecured (backed only by the issuer’s general creditworthiness) or secured (also backed by specified collateral).

In addition, the Corporate Bond ETFs invest almost exclusively in corporate bonds. The investment return of corporate bonds reflects interest on the bond and changes in the market value of the bond. The market value of a corporate bond may be affected by the credit rating of the corporation, the corporation’s performance and perceptions of the corporation in the market place. There is a risk that the issuers of the securities may not be able to meet their obligations on interest or principal payments at the time called for by such a security.

U.S. GOVERNMENT OBLIGATIONS

The Agency Bond ETF invests almost exclusively in various types of U.S. Government obligations. All other Funds may invest a portion of their assets in U.S. Government obligations. U.S. Government obligations are a type of bond. U.S. Government obligations include securities issued or guaranteed as to principal and interest by the U.S. Government, its agencies or instrumentalities.

MUNICIPAL SECURITIES

General. Each Municipal Bond ETF will invest in securities issued by states, municipalities and other political subdivisions, agencies, authorities and instrumentalities of states and multi-state agencies or authorities. Municipal securities share the attributes of debt/fixed income securities in general, but are generally issued by states, municipalities and other political subdivisions, agencies, authorities and instrumentalities of states and multi-state agencies or authorities. The municipal securities which the Municipal Bond ETFs may purchase include general obligation bonds and limited obligation bonds (or revenue bonds), including industrial development bonds issued pursuant to former federal tax law. General obligation bonds are obligations involving the credit of an issuer possessing taxing power and are payable from such issuer’s general revenues and not from any particular source. Limited obligation bonds are payable only from the revenues derived from a particular facility or class of facilities or, in some cases, from the proceeds of a special excise or other specific revenue source. Tax-exempt industrial development bonds generally are also revenue bonds and thus are not payable from the issuer’s general revenues. The credit and quality of industrial development bonds are usually related to the credit of the corporate user of the facilities. Payment of interest on and repayment of principal of such bonds is the responsibility of the corporate user (and/or any guarantor).

shortening its effective maturity and enables it to trade at a price equal to or very close to par. If a demand feature terminates prior to being exercised, a Municipal Bond ETF would hold the longer-term security, which could experience substantially more volatility.

Municipal Leases and Certificates of Participation. Also included within the general category of municipal securities described in the Municipal Bond ETFs’ Prospectus are municipal leases, certificates of participation in such lease obligations or installment purchase contract obligations (hereinafter collectively called “Municipal Lease Obligations”) of municipal authorities or entities. Although a Municipal Lease Obligation does not constitute a general obligation of the municipality for which the municipality’s taxing power is pledged, a Municipal Lease Obligation is ordinarily backed by the municipality’s covenant to budget for, appropriate and make the payments due under the Municipal Lease Obligation. However, certain Municipal Lease Obligations contain “non-appropriation” clauses which provide that the municipality has no obligation to make lease or installment purchase payments in future years unless money is appropriated for such purpose on a yearly basis. In the case of a “non-appropriation” lease, a Municipal Bond ETF’s ability to recover under the lease in the event of non-appropriation or default will be limited solely to the repossession of the leased property, without recourse to the general credit of the lessee, and disposition or releasing of the property might prove difficult.

bond indenture that advances the maturity of the bond, or (iii) nonpayment of principal or interest caused by negligence or bankruptcy of the paying agent. A mandatory sinking fund redemption may be a provision of a municipal security issue whereby part of the municipal security issue may be retired before maturity.

CONSIDERATIONS REGARDING INVESTMENT IN CALIFORNIA MUNICIPAL SECURITIES

The Municipal Bond ETFs may be particularly affected by political, economic or regulatory developments affecting the ability of California tax-exempt issuers to pay interest or repay principal. Provisions of the California Constitution and State statutes that limit the taxing and spending authority of California governmental entities may impair the ability of California governmental issuers to maintain debt service on their obligations. Future California political and economic developments, constitutional amendments, legislative measures, executive orders, administrative regulations, litigation and voter initiatives could have an adverse effect on the debt obligations of California issuers. The information set forth below constitutes only a brief summary of a number of complex factors which may impact issuers of California municipal obligations, and does not include factors that may occur on a national and/or international level that may also have an adverse effect on the debt obligations of California issuers. The information is derived from sources that are generally available to investors, including the State’s Treasurer’s Office’s Official Statement and other information promulgated by the State’s Treasurer’s Office, the Department of Finance and the State Controller’s Office. The information is intended to give recent historical description and is not intended to indicate future or continuing trends in the financial or other positions of California. Such information has not been independently verified by the Trust or its legal counsel, and the Trust and its legal counsel assume no responsibility for the completeness or accuracy of such information. The information can be found at the website of the California State Treasurer at www.treasurer.ca.gov. No such information is intended to be incorporated by reference into this Statement of Additional Information. It should be noted that the financial strength of local California issuers and the creditworthiness of obligations issued by local California issuers is not directly related to the financial strength of the State or the creditworthiness of obligations issued by the State, and there is no obligation on the part of the State to make payment on such local obligations in the event of default.

California economy closely resembles the make-up of the national economy. California receives revenues from taxes, fees and other sources, the most significant of which are the personal income tax, sales and use tax and corporation tax. The state expends money on a variety of programs and services. Significant elements of state expenditures include education (both kindergarten through 12th grade and higher education), health and human services, correctional programs, transportation and debt service. Most of the major revenue sources of the State are deposited into the General Fund, which is the principal operating fund for the majority of the governmental activities of the State. As the Department of Finance reports, California, as the rest of the nation, is in a severe economic recession.

Budget Initiatives

Cash Management

The State’s 2010-11 Budget Act was not enacted until October 8, 2010. This prevented the state from making payments for many programs which did not have continuing appropriations or constitutionally mandated payment obligations, and payments to a variety of suppliers of goods and services to the state. Once the Budget Act was enacted, the state had to meet all its obligations which had remained unpaid in the absence of valid appropriations during the three months that the state had no approved budget. This created cash challenges in the months of October and November 2010. To alleviate the cash shortfall, in October 2010, the state deferred approximately $4.5 billion in payments as authorized under the March 2010 Cash Management Bill and issued $6.7 billion of interim RANs through a private placement. In November 2010, the state issued $10.0 billion of RANs. The proceeds of the RANs enabled the state to repay the $6.7 billion of interim RANs.

Special Fund for Economic Uncertainties

Budget Stabilization Account

2011 Proposed Governor’s Budget and the 2011-12 May Revision

The 2011-12 Governor’s Budget, released on January 10, 2011, identified an estimated $25.4 billion budget gap by the end of fiscal year 2011-12 (including a budget reserve of $950 million). The Governor declared a fiscal emergency and called the Legislature into a special session at the time the proposed budget was released, and emphasized the need for the Legislature to implement many of the solutions proposed in the budget immediately to achieve their full value. Based on the Legislature’s actions, and other factors, the 2011-12 May Revision reduced the budget gap estimate to 9.61 billion (including funding a $1.2 billion reserve) and proposes to close the gap with a combination of expenditure reductions, alternative funding, fund shifts, and federal funds. The 2011-12 May Revision will be the basis for final negotiations between the Governor and the Legislature to reach agreement on the fiscal year 2011-12 Budget.

About Municipal Obligations

Between November 2006 and August 2009, voters and the Legislature authorized more than $60 billion of new general obligation bonds and lease revenue bonds, which are paid solely from the General Fund. This new authorization substantially increased the current amount of such General Fund-supported debt authorized and issued to approximately $82.5 billion as of August 1, 2011. The state did not issue any general obligation or lease-revenue bonds in the spring of 2011. Based on current Department of Finance projections, approximately $2.3 billion of lease-revenue bonds will be issued in fiscal year 2011-12 and $3.2 billion of lease-revenue bonds will be issued in fiscal year 2012-13. For general obligation bonds, the Department of Finance estimates that approximately $1.8 billion of new money bonds will be issued in the fall of 2011. It is expected that proposed issuance amounts for the remainder of fiscal year 2011-12 will be contained in the upcoming 2012-13 Governor’s Budget. Future amounts of general obligation debt issuance will depend on departmental spending needs, overall budget constraints, market conditions, refunding opportunities and other factors.

Economic Recovery Bonds

Tobacco Settlement Revenue Bonds

or limited obligation bond and on the type of security provided for the bond. It is possible that measures affecting the taxing or spending authority of California or its political subdivisions may be approved or enacted in the future.

CONSIDERATIONS REGARDING INVESTMENT IN NEW YORK MUNICIPAL SECURITIES

The Municipal Bond ETFs may be particularly affected by political, economic or regulatory developments affecting the ability of New York tax-exempt issuers to pay interest or repay principal. Investors should be aware that certain issuers of New York tax-exempt securities have at times experienced serious financial difficulties. A reoccurrence of these difficulties may impair the ability of certain New York issuers to maintain debt service on their obligations. The following information provides only a brief summary of the complex factors affecting the financial situation in New York, and does not include factors that may occur on a national and/or international level that may also have an adverse effect on issuers’ ability to maintain debt service on their obligations. The information is primarily derived from the Annual Information Statement of the State of New York and updates and supplements thereto. These sources are prepared by the Department of Budget and are available to investors at www.budget.state.ny.us. The information is intended to give a recent historical description and is not intended to indicate future or continuing trends in the financial or other positions of New York. Such information has not been independently verified by the Trust or its legal counsel and the Trust and its legal counsel assume no responsibility for the completeness or accuracy of such information. It should be noted that the creditworthiness of obligations issued by local New York issuers may be unrelated to the creditworthiness of obligations issued by New York city and state agencies, and that there is no obligation on the part of New York State to make payment on such local obligations in the event of default.

Revised General Fund Receipts and Disbursements Estimates

compensate for the shortfall in additional federal Medicaid participation; (iv) increases in health insurance costs of $7 million, $126 million, $195 million and $276 million in fiscal years 2011 through 2014, respectively; (v) a decrease of $600 million in fiscal year 2011 and increases of $400 million in each of fiscal years 2012 through 2014, in the reserve for changes in pension funding assumptions and methodology, as a result of adjustments in the timing and amount of such changes; (vi) decreases in debt service of $23 million and $341 million in fiscal years 2011 and 2012, respectively, and increases in debt service of $45 million and $51 million in fiscal years 2013 and 2014, respectively; and (vii) increases in other expenses of $89 million and $35 million in fiscal year 2011 and 2012, respectively, and decreases in other expenses of $21 million and $114 million in fiscal years 2013 and 2014, respectively.

State Debt and Other Financing Activities

General Obligation Bonds

The DOB projects that approximately $460 million in general obligation bonds will be issued in 2011-12.

Lease-Purchase and Contractual Obligation Financings and Personal Income Tax Revenue Bonds

the State. Under these financing arrangements, certain public authorities and municipalities have issued obligations to finance certain payments to local governments, various capital programs, including those which finance the State’s highway and bridge program, SUNY and CUNY educational facilities, health and mental hygiene facilities, prison construction and rehabilitation, economic development projects, State buildings and housing programs, and equipment acquisitions, and expect to meet their debt service requirements through the receipt of rental or other contractual payments made by the State.

The State may also enter into statutorily authorized contingent-contractual obligation financings under which the State may enter into service contracts obligating it to pay debt service on bonds, subject to annual appropriation, in the event there are shortfalls in revenues from other non-State resources pledged or otherwise available, to pay the debt service on bonds. According to the AIS, the State has never been required to make any payments under this financing arrangement, but the bankruptcy of certain hospitals in the secured hospitals program may require the State to make payments in the future. Pursuant to specific constitutional authorization, the State may also directly guarantee certain public authority obligations. The only current authorization provides for a State guarantee of repayment of certain borrowings for designated projects of the New York State Job Development Authority (“JDA”). As of March 31, 2011, JDA had approximately $23 million of bonds outstanding. According to the AIS, the State has never been called upon, and does not anticipate being called upon in the 2011-12 fiscal year, to make any payments pursuant to the State guarantee.

Net Variable Rate Obligations and Interest Rate Exchange Agreements

Debt Reduction and Debt Reform Cap

Conclusion

Public authorities are the State’s public benefit corporations, created pursuant to State law. These authorities have various responsibilities, including those that finance, construct and/or operate revenue-producing public facilities. Authorities are not subject to the constitutional restrictions on the incurrence of debt that apply to the State itself, and may issue bonds and notes within the amounts and restrictions set forth in their legislative authorization. The State’s access to public credit markets could be impaired and the market price of its outstanding debt may be materially and adversely affected if certain of its public authorities were to default on their respective obligations, particularly those using State-supported and State-related debt. As of December 31, 2010, the aggregate outstanding debt, including refunding bonds, of these public authorities was approximately $161 billion, only a portion of what constitutes State-supported or State-related debt. The State has numerous public authorities with various responsibilities, including those which finance, construct and/or operate revenue-producing public facilities. Public authorities generally pay their operating expenses and debt service costs from revenues generated by the projects they finance or operate, such as tolls charged for the use of highways, bridges or tunnels, charges for public power, electric and gas utility services, rentals charged for housing units, and charges for occupancy at medical care facilities. In addition, State legislation authorizes several financing techniques for public authorities. Also, there are statutory arrangements providing for State local assistance payments otherwise payable to localities, to be made under certain circumstances directly to the authorities. Although the State has no obligation to provide additional assistance to localities whose local assistance payments have been paid to authorities under these arrangements, if local assistance payments are diverted the affected localities could seek additional State assistance. Some authorities also receive monies from State appropriations to pay for the operating costs of certain of their programs.

MORTGAGE PASS-THROUGH SECURITIES

The CMBS ETF invests a substantial portion of its assets in non-government related pass-through securities. The term “non-government related pass-through security” refers to a category of pass-through securities backed by pools of mortgages and issued by a commercial firm (ex. JP Morgan). In the basic mortgage pass-through structure, mortgages with similar issuer, term and coupon characteristics are collected and aggregated into a “pool” consisting of multiple mortgage loans. The pool is assigned a CUSIP number and undivided interests in the pool are traded and sold as pass-through securities. The holder of the security is entitled to a pro rata share of principal and interest payments (including unscheduled prepayments) from the pool of mortgage loans.

COMMERCIAL MORTGAGE-BACKED SECURITIES

The CMBS ETF invests almost exclusively in commercial mortgage-backed securities. Commercial mortgage-backed securities are securities backed by commercial real estate properties. Commercial mortgage-backed securities represent interests in “pools” of assets in which payments of both interest and principal on the securities may be made on a regular basis. The payments are, in effect, “passed through” to the holder of the securities (net of any fees paid to the issuer or guarantor of the securities). The average life of commercial mortgage-backed securities varies with the maturities of the underlying instruments and, as a result of prepayments, can often be less than the original maturity of the assets underlying the securities. For this and other reasons, commercial mortgage-backed security’s stated maturity may be shortened, and the security’s total return may be difficult to predict precisely.

ZERO COUPON BONDS

The Zero Coupon Bond ETF invests almost exclusively in zero coupon bonds and, in particular, Separate Trading of Registered Interest and Principal of Securities (“STRIPS”). These securities make no periodic payments of interest, but instead are sold at a discount from their face value. When held to maturity, their entire income, which consists of accretion of discount, comes from the difference between the issue price and their value at maturity. The amount of the discount rate varies depending on factors including the time remaining until maturity, prevailing interest rates, the security’s liquidity and the issuer’s credit quality. These securities may include treasury securities that have had their interest payments (“coupons”) separated from the underlying principal (“corpus”) by their holder, typically a custodian bank or investment brokerage firm. Once the holder of the security has stripped or separated corpus and coupons, it may sell each component separately. The principal or corpus is then sold at a deep discount because the buyer receives only the right to receive a future fixed payment on the security and does not receive any rights to periodic interest (cash) payments. Typically, the coupons are sold separately or grouped with other coupons with like maturity dates and sold bundled in such form. The underlying treasury security is held in book-entry form at the Federal Reserve Bank or, in the case of bearer securities (i.e., unregistered securities which are owned ostensibly by the bearer or holder thereof), in trust on behalf of the owners thereof. Purchasers of stripped obligations acquire, in effect, discount obligations that are economically identical to the zero coupon securities that the Treasury sells itself. The U.S. Treasury has facilitated transfers of ownership of zero coupon securities by accounting separately for the beneficial ownership of particular interest coupon and corpus payments on Treasury securities through the Federal Reserve book-entry record keeping system. Under a Federal Reserve program known as “STRIPS” or “Separate Trading of Registered Interest and Principal of Securities,” a Fund can record its beneficial ownership of the coupon or corpus directly in the book-entry record-keeping system.

LENDING PORTFOLIO SECURITIES

Each Fund may lend portfolio securities to certain creditworthy borrowers in an amount not to exceed one third (33 1/3%) of the value of its total assets. The borrowers provide collateral that is marked to market daily in an amount at least equal to the current market value of the securities loaned. A Fund may terminate a loan at any time and obtain the securities loaned. A Fund receives the value of any interest or cash or non-cash distributions paid on the loaned securities, however a Fund cannot vote proxies for securities on loan. Distributions received on loaned securities in lieu of dividend payments (i.e., substitute payments) would not be considered qualified dividend income.

A Fund may pay a portion of the interest or fees earned from securities lending to a borrower as described above, and to one or more securities lending agents approved by the Board of Trustees (the “Board”) who administer the lending program for the Funds in accordance with guidelines approved by the Board. In such capacity, the lending agent causes the delivery of loaned securities from a

Fund to borrowers, arranges for the return of loaned securities to the Fund at the termination of a loan, requests deposit of collateral, monitors the daily value of the loaned securities and collateral, requests that borrowers add to the collateral when required by the loan agreements, and provides recordkeeping and accounting services necessary for the operation of the program. State Street Bank and Trust Company (“State Street”), an affiliate of the Trust, has been approved by the Board to serve as securities lending agent for each Fund and the Trust has entered into an agreement with State Street for such services. Among other matters, the Trust has agreed to indemnify State Street for certain liabilities. State Street has received an order of exemption from the Securities and Exchange Commission (“SEC”) under Sections 17(a) and 12(d)(1) under the 1940 Act to serve as the lending agent for affiliated investment companies such as the Trust and to invest the cash collateral received from loan transactions to be invested in an affiliated cash collateral fund.

LEVERAGING

REPURCHASE AGREEMENTS

REVERSE REPURCHASE AGREEMENTS

securities involved during the term of the reverse repurchase agreement, while in many cases a Fund is able to keep some of the interest income associated with those securities. Such transactions are only advantageous if a Fund has an opportunity to earn a greater rate of interest on the cash derived from these transactions than the interest cost of obtaining the same amount of cash. Opportunities to realize earnings from the use of the proceeds equal to or greater than the interest required to be paid may not always be available and a Fund intends to use the reverse repurchase technique only when the Adviser believes it will be advantageous to the Fund. The use of reverse repurchase agreements may exaggerate any interim increase or decrease in the value of a Fund’s assets. A Fund’s exposure to reverse repurchase agreements will be covered by securities having a value equal to or greater than such commitments. Under the 1940 Act, reverse repurchase agreements are considered borrowings. Although there is no limit on the percentage of fund assets that can be used in connection with repurchase agreements, the Funds do not expect to engage, under normal circumstances, in reverse repurchase agreements with respect to more than 33 1/3% of their respective total assets.

COMMERCIAL PAPER

The Commercial Paper ETF invests a substantial portion of its assets in commercial paper and each Fund may invest in commercial paper as described in the Prospectus. Commercial paper consists of short-term, promissory notes issued by banks, corporations and other entities to finance short-term credit needs. These securities generally are discounted but sometimes may be interest bearing.

OTHER SHORT-TERM INSTRUMENTS

In addition to repurchase agreements, each Fund may invest in short-term instruments, including money market instruments (including money market funds advised by the Adviser), repurchase agreements, cash and cash equivalents, on an ongoing basis to provide liquidity or for other reasons. Money market instruments are generally short-term investments that may include but are not limited to: (i) shares of money market funds (including those advised by the Adviser); (ii) obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities (including government-sponsored enterprises); (iii) negotiable certificates of deposit (“CDs”), bankers’ acceptances, fixed time deposits and other obligations of U.S. and foreign banks (including foreign branches) and similar institutions; (iv) commercial paper rated at the date of purchase “Prime-1” by Moody’s or “A-1” by S&P, or if unrated, of comparable quality as determined by the Adviser; (v) non-convertible corporate debt securities (e.g., bonds and debentures) with remaining maturities at the date of purchase of not more than 397 days and that satisfy the rating requirements set forth in Rule 2a-7 under the 1940 Act; and (vi) short-term U.S. dollar-denominated obligations of foreign banks (including U.S. branches) that, in the opinion of the Adviser, are of comparable quality to obligations of U.S. banks which may be purchased by a Fund. Any of these instruments may be purchased on a current or a forward-settled basis. Money market instruments also include shares of money market funds. Time deposits are non-negotiable deposits maintained in banking institutions for specified periods of time at stated interest rates. Bankers’ acceptances are time drafts drawn on commercial banks by borrowers, usually in connection with international transactions.

INVESTMENT COMPANIES

U.S. REGISTERED SECURITIES OF FOREIGN ISSUERS

The Corporate Bond ETFs and Commercial Paper ETF may invest in U.S. registered, dollar-denominated bonds of foreign corporations, governments, agencies and supra-national entities. Investing in U.S. registered, dollar-denominated securities issued by

non-U.S. issuers involves some risks and considerations not typically associated with investing in U.S. companies. These include differences in accounting, auditing and financial reporting standards, the possibility of expropriation or confiscatory taxation, adverse changes in investment or exchange control regulations, political instability which could affect U.S. investments in foreign countries, and potential restrictions of the flow of international capital. Foreign companies may be subject to less governmental regulation than U.S. issuers. Moreover, individual foreign economies may differ favorably or unfavorably from the U.S. economy in such respects as growth of gross domestic product, rate of inflation, capital reinvestment, resource self-sufficiency and balance of payment positions.

FUTURES CONTRACTS, OPTIONS AND SWAP AGREEMENTS

FUTURE DEVELOPMENTS

RATINGS

An investment-grade rating means the security or issuer is rated investment-grade by Moody’s Investors Service (“Moody’s”), Standard & Poor’s (“S&P”), Fitch Inc., Dominion Bond Rating Service Limited, or another credit rating agency designated as a nationally recognized statistical rating organization by the SEC, or is unrated but considered to be of equivalent quality by the Adviser or Sub-Adviser, as applicable.

SPECIAL CONSIDERATIONS AND RISKS

A discussion of the risks associated with an investment in each Fund is contained in the Prospectus. The discussion below supplements, and should be read in conjunction with, the Prospectus.

GENERAL

FUTURES AND OPTIONS TRANSACTIONS

Each Fund will minimize the risk that it will be unable to close out a futures or options contract by only entering into futures and options for which there appears to be a liquid secondary market.

RISKS OF SWAP AGREEMENTS

TAX RISKS

CONTINUOUS OFFERING

153, a prospectus-delivery obligation under Section 5(b)(2) of the Securities Act owed to an exchange member in connection with a sale on the Exchange is satisfied by the fact that a Fund’s prospectus is available at the Exchange upon request. The prospectus delivery mechanism provided in Rule 153 is only available with respect to transactions on an exchange.

INVESTMENT RESTRICTIONS

1. Concentrate its investments in securities of issuers in the same industry, except as may be necessary to approximate the composition of the Fund’s underlying index¹;

2. Make loans to another person except as permitted by the 1940 Act or other governing statute, by the rules thereunder, or by the SEC or other regulatory agency with authority over the Funds;

6. Invest in commodities except as permitted by the 1940 Act or other governing statute, by the Rules thereunder, or by the SEC or other regulatory agency with authority over the Funds; or

7. With respect to the Municipal Bond ETFs, invest, under normal circumstances, less than 80% of its assets in investments the income of which is exempt from federal income tax.

3. With respect to each Fund, under normal circumstances, invest less than 80% of its total assets in securities that comprise its relevant Index. With respect to each Fund, securities that have economic characteristics substantially identical to the economic characteristics of the securities that comprise the Index are included within this 80% investment policy. Prior to any change in a Fund’s 80% investment policy, the Fund will provide shareholders with 60 days written notice;


¹		The SEC Staff considers concentration to involve more than 25% of a fund’s assets to be invested in an industry or group of industries.

4. With respect to the SPDR S&P Commercial Paper ETF, under normal circumstances, invest less than 80% of its total assets in commercial paper. Prior to any change in the Fund’s 80% investment policy, the Fund will provide shareholders with 60 days written notice.

5. With respect to each Municipal Bond ETF, under normal circumstances, invest less than 80% of its total assets in fixed income securities. Prior to any change in a Fund’s 80% investment policy, the Fund will provide shareholders with 60 days written notice.

6. With respect to the Corporate Bond ETF, under normal circumstances, invest less than 80% of its total assets in corporate bonds. Prior to any change in the Fund’s 80% investment policy, the Fund will provide shareholders with 60 days written notice.

5. With respect to the Agency Bond ETF, under normal circumstances, invests less than 80% of its total assets in agency bonds. Prior to any change in the Fund’s 80% investment policy, the Fund will provide shareholders with 60 days written notice.

6. With respect to the Corporate Industrial Bond ETF, under normal circumstances, invest less than 80% of its total assets in corporate bonds issued by companies in the industrial sector. Prior to any change in the Fund’s 80% investment policy, the Fund will provide shareholders with 60 days written notice.

7. With respect to the Corporate Financial Bond ETF, under normal circumstances, invest less than 80% of its total assets in corporate bonds issued by companies in the financial sector. Prior to any change in the Fund’s 80% investment policy, the Fund will provide shareholders with 60 days written notice.

8. With respect to the Corporate Utilities Bond ETF, under normal circumstances, invest less than 80% of its total assets in corporate bonds issued by companies in the utilities sector. Prior to any change in the Fund’s 80% investment policy, the Fund will provide shareholders with 60 days written notice.

9. With respect to the Zero Coupon Bond ETF, under normal circumstances, invest less than 80% of its total assets in zero coupon bonds. Prior to any change in the Fund’s 80% investment policy, the Fund will provide shareholders with 60 days written notice.

10. With respect to the CMBS ETF, under normal circumstances, invest less than 80% of its total assets in commercial mortgage backed securities. Prior to any change in the Fund’s 80% investment policy, the Fund will provide shareholders with 60 days written notice.

If a percentage limitation is adhered to at the time of investment or contract, a later increase or decrease in percentage resulting from any change in value or total or net assets will not result in a violation of such restriction, except that the percentage limitations with respect to the borrowing of money and illiquid securities will be observed continuously.

EXCHANGE LISTING AND TRADING

As in the case of other publicly traded securities, brokers’ commissions on transactions will be based on negotiated commission rates at customary levels.

MANAGEMENT OF THE TRUST

The following information supplements and should be read in conjunction with the section in the Prospectus entitled “MANAGEMENT.”

Like most mutual funds, the day-to-day business of the Trust, including the management of risk, is performed by third party service providers, such as the Adviser, Sub-Adviser, Distributor and Administrator. The Trustees are responsible for overseeing the Trust’s service providers and, thus, have oversight responsibility with respect to risk management performed by those service providers. Risk management seeks to identify and address risks, i.e., events or circumstances that could have material adverse effects on the business, operations, shareholder services, investment performance or reputation of the Funds. The Funds and their service providers employ a variety of processes, procedures and controls to identify various of those possible events or circumstances, to lessen the probability of their occurrence and/or to mitigate the effects of such events or circumstances if they do occur. Each service provider is responsible for one or more discrete aspects of the Trust’s business (e.g., a Sub-Adviser is responsible for the day-to-day management of a Fund’s portfolio investments) and, consequently, for managing the risks associated with that business. The Board has emphasized to the Funds’ service providers the importance of maintaining vigorous risk management.

Fund’s financial statements, focusing on major areas of risk encountered by the Funds and noting any significant deficiencies or material weaknesses in the Fund’s internal controls. Additionally, in connection with its oversight function, the Board oversees Fund management’s implementation of disclosure controls and procedures, which are designed to ensure that information required to be disclosed by the Trust in its periodic reports with the SEC are recorded, processed, summarized, and reported within the required time periods. The Board also oversees the Trust’s internal controls over financial reporting, which comprise policies and procedures designed to provide reasonable assurance regarding the reliability of the Trust’s financial reporting and the preparation of the Trust’s financial statements.

Trustees and Officers. There are six members of the Board of Trustees, five of whom are not interested persons of the Trust, as that term is defined in the 1940 Act (“Independent Trustees”). Frank Nesvet, an Independent Trustee, serves as Chairman of the Board. The Board has determined its leadership structure is appropriate given the specific characteristics and circumstances of the Trust. The Board made this determination in consideration of, among other things, the fact that the Independent Trustees constitute a super-majority (greater than 75%) of the Board, the fact that the chairperson of each Committee of the Board is an Independent Trustee, the amount of assets under management in the Trust, and the number of funds (and classes of shares) overseen by the Board. The Board also believes that its leadership structure facilitates the orderly and efficient flow of information to the Independent Trustees from fund management.

TRUSTEES


				NUMBER OF
				PORTFOLIOS
		TERM OF	PRINCIPAL	IN FUND
		OFFICE AND	OCCUPATION(S)	COMPLEX	OTHER
NAME, ADDRESS	POSITION(S)	LENGTH OF	DURING PAST	OVERSEEN	DIRECTORSHIPS
AND YEAR OF BIRTH	WITH FUNDS	TIME SERVED	5 YEARS	BY TRUSTEE	HELD BY TRUSTEE
INDEPENDENT TRUSTEES
FRANK NESVET c/o SPDR Series Trust State Street Financial Center One Lincoln Street Boston, MA 02111-2900 1943	Independent Trustee, Chairman, Trustee Committee Chair	Term: Unlimited Served: since September 2000	Chief Executive Officer, Libra Group, Inc. (1998-present) (a financial services consulting company).	[132]	SPDR Index Shares Funds (Trustee).

DAVID M. KELLY c/o SPDR Series Trust State Street Financial Center One Lincoln Street Boston, MA 02111-2900 1938	Independent Trustee, Audit Committee Chair	Term: Unlimited Served: since September 2000	Retired.	[132]	Penson Worldwide Inc. (Director); CHX Holdings, Inc. and Chicago Stock Exchange (Director); SPDR Index Shares Funds (Trustee).

BONNY EUGENIA BOATMAN c/o SPDR Series Trust State Street Financial Center One Lincoln Street Boston, MA 02111-2900 1950	Independent Trustee	Term: Unlimited Served: since April 2010	Retired (2005 -present); Managing Director, Columbia Management Group, Bank of America (1984-2005).	[132]	SPDR Index Shares Funds (Trustee).

DWIGHT D. CHURCHILL c/o SPDR Series Trust State Street Financial Center One Lincoln Street Boston, MA 02111-2900 1953	Independent Trustee	Term: Unlimited Served: since April 2010	Self-employed consultant since 2010; Head of Fixed Income and other Senior Management roles, Fidelity Investments (1993-2009).	[132]	SPDR Index Shares Funds (Trustee); Affiliated Managers Group, Inc. (Director).

CARL G. VERBONCOEUR c/o SPDR Series Trust State Street Financial Center One Lincoln Street Boston, MA 02111-2900 1952	Independent Trustee	Term: Unlimited Served: since April 2010	Self-employed consultant since 2009; Chief Executive Officer, Rydex Investments (2003-2009).	[132]	SPDR Index Shares Funds (Trustee).

OFFICERS


		TERM OF	PRINCIPAL
		OFFICE AND	OCCUPATION(S)
NAME, ADDRESS	POSITION(S)	LENGTH OF	DURING PAST
AND YEAR OF BIRTH	WITH FUNDS	TIME SERVED	5 YEARS
ELLEN M. NEEDHAM SSgA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111 1967 P	Vice President	Term: Unlimited Served: since March 2008	Chief Operating Officer, SSgA Funds Management, Inc, (2010- present); Principal, SSgA Funds Management, Inc. (1992-2010); Senior Managing Director, State Street Global Advisors (1992-present).

MICHAEL P. RILEY SSgA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111 1969	Vice President	Term: Unlimited Served: since February 2005	Vice President, State Street Global Advisors (2008-present); Principal, State Street Global Advisors (2005-2008).

ANTHONY ROCHTE SSgA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111 1968	Vice President	Term: Unlimited Served: since May 2010	Senior Managing Director, State Street Global Advisors (2006- present).; National Sales Manager, Barclays Global Investors (2000-2006).

RYAN M. LOUVAR State Street Bank and Trust Company Four Copley Place, CPH0326 Boston, MA 02116 1972	Secretary	Term: Unlimited Served: since August 2008	Vice President and Senior Counsel, State Street Bank and Trust Company (2005-present).*

MARK E. TUTTLE State Street Bank and Trust Company Four Copley Place, CPH0326 Boston, MA 02116 1970	Assistant Secretary	Term: Unlimited Served: since August 2007	Vice President and Counsel, State Street Bank and Trust Company (2007-present); Assistant Counsel, BISYS Group, Inc. (2005-2007) (a financial services company).

SCOTT E. HABEEB State Street Bank and Trust Company Four Copley Place, CPH0326 Boston, MA 02116 1968	Assistant Secretary	Term: Unlimited Served: since August 2011	Vice President and Counsel, State Street Bank and Trust Company (2007-present)*; Legal Analyst, Verizon Communications (2004-2007).


*		Served in various capacities during noted time period.


		TERM OF	PRINCIPAL
		OFFICE AND	OCCUPATION(S)
NAME, ADDRESS	POSITION(S)	LENGTH OF	DURING PAST
AND YEAR OF BIRTH	WITH FUNDS	TIME SERVED	5 YEARS
CHAD C. HALLETT State Street Bank and Trust Company Four Copley Place, CPH03 Boston, MA 02116 1969	Treasurer	Term: Unlimited Served: since November 2010	Vice President, State Street Bank and Trust Company (2001-2010)*.

MATTHEW FLAHERTY State Street Bank and Trust Company Four Copley Place, CPH03 Boston, MA 02116 1971	Assistant Treasurer	Term: Unlimited Served: since May 2005	Assistant Vice President, State Street Bank and Trust Company (1994-2010)*.


LAURA F. DELL State Street Bank and Trust Company Four Copley Place, CPH03 Boston, MA 02116 1964	Assistant Treasurer	Term: Unlimited Served: since November 2007	Vice President, State Street Bank and Trust Company (2002-2010)*.

JACQUELINE ANGELL SSgA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111 1974	Chief Compliance Officer	Term: Unlimited Served: since February 2011	Vice President, State Street Global Advisors (2008-present); Director of Investment Adviser Oversight, Fidelity Investments (1999-2008).


*		Served in various capacities and/or with various affiliated companies during noted time period.

Individual Trustee Qualifications

REMUNERATION OF THE TRUSTEES AND OFFICERS

No officer, director or employee of the Adviser, its parent or subsidiaries receives any compensation from the Trust for serving as an officer or Trustee of the Trust. The Trust and SPDR Index Shares Funds (“SIS Trust”) pay, in the aggregate, each Independent Trustee an annual fee of $132,500 plus $7,500 per in-person meeting attended. An Independent Trustee will receive $1,250 for each telephonic or video conference meeting attended. The Chair of the Board receives an additional annual fee of $37,500 and the Chair of the Audit Committee receives an additional annual fee of $15,000. The Trust also reimburses each Independent Trustee for travel and other out-of-pocket expenses incurred by him/her in connection with attending such meetings and in connection with attending industry seminars and meetings. Trustee fees are allocated between the Trust and SIS Trust and each of their respective series in such a manner as deemed equitable, taking into consideration the relative net assets of the series.

The table below shows the compensation that the Independent Trustees received during the Trust’s fiscal year ended June 30, 2011.

PENSION OR

TOTAL

RETIREMENT

COMPENSATION

BENEFITS

ESTIMATED

FROM THE

ACCRUED

ANNUAL

TRUST AND

AGGREGATE

AS PART

BENEFITS

FUND COMPLEX

NAME OF

COMPENSATION

OF TRUST

UPON

PAID TO

INDEPENDENT TRUSTEE

FROM THE TRUST

EXPENSES

RETIREMENT

TRUSTEES(1)

Frank Nesvet

176,030

N/A

226,250

Bonny Boatman

145,931

N/A

187,500

Dwight Churchill

146,883

N/A

188,750

David M. Kelly

157,590

N/A

202,500

Carl Verboncoeur

146,883

N/A

188,750


(1)		The Fund Complex includes the Trust and SIS Trust.

STANDING COMMITTEES

Pricing and Investment Committee is responsible for the valuation and revaluation of any portfolio investments for which market quotations or prices are not readily available. The Pricing and Investment Committee meets only when necessary. The Board met four (4) during the fiscal year ended June 30, 2011 to review and ratify fair value pricing determinations of the Pricing and Investment Committee. The Pricing and Investment Committee reports to the Board on a quarterly basis.

OWNERSHIP OF FUND SHARES

As of October 1, 2011, neither the Independent Trustees nor their immediate family members owned beneficially or of record any securities in the Adviser, Sub-Adviser, Principal Underwriter or any person controlling, controlled by, or under common control with the Adviser, Sub-Adviser or Principal Underwriter.

The following table shows, as of December 31, 2010, the amount of equity securities beneficially owned by the Trustees in the Trust.


			Aggregate Dollar
			Range of Equity
			Securities in All
		Dollar Range of	Funds Overseen by
		Equity Securities	Trustee in Family
		in the	of Investment
Name of Trustee	Fund	Trust	Companies
Independent Trustees:
Frank Nesvet	None	None	None
David M. Kelly	None	None	None
Bonny Eugenia Boatman	None	None	None
Dwight D. Churchill	None	None	None
Carl G. Verboncoeur	None	None	None
Interested Trustee:
James Ross	SPDR Dow Jones Large Cap ETF	$10,001 to $50,000	Over $100,000
	SPDR Dow Jones Mid Cap ETF	$10,001 to $50,000
	SPDR S&P400 Mid Cap Growth ETF	$10,001 to $50,000
	SPDR S&P600 Small Cap Growth ETF	$10,001 to $50,000
	SPDR Dow Jones REIT ETF	$10,001 to $50,000
	SPDR S&P Dividend ETF	$10,001 to $50,000
	SPDR S&P Biotech ETF	$1 to $10,000
	SPDR S&P Metals & Mining ETF	$1 to $10,000
	SPDR Nuveen Barclays Capital Short Term Municipal Bond ETF	$10,001 to $50,000
	SPDR Barclays Capital High Yield Bond ETF	$10,001 to $50,000

CODES OF ETHICS

The Trust and the Adviser (which includes applicable reporting personnel of the Distributor) and the Sub-Adviser each have adopted a code of ethics as required by applicable law, which is designed to prevent affiliated persons of the Trust, the Adviser, the Sub-Adviser and the Distributor from engaging in deceptive, manipulative or fraudulent activities in connection with securities held or to be acquired by the Funds (which may also be held by persons subject to the codes of ethics).

PROXY VOTING POLICIES

recent twelve-month period ended June 30 is available: (1) without charge by calling 1-866-787-2257; (2) on the Funds’ website at www.spdrs.com; and (3) on the SEC’s website at http://www.sec.gov.

PROXY VOTING POLICIES — Municipal Bond ETFs

The Municipal Bond ETFs invest their assets primarily in municipal bonds and cash management securities. On rare occasions a Fund may acquire, directly or through a special purpose vehicle, equity securities of a municipal bond issuer whose bonds the Fund already owns when such bonds have deteriorated or are expected shortly to deteriorate significantly in credit quality. The purpose of acquiring equity securities generally will be to acquire control of the municipal bond issuer and to seek to prevent the credit deterioration or facilitate the liquidation or other workout of the distressed issuer’s credit problem. In the course of exercising control of a distressed municipal issuer, Nuveen Asset Management may pursue the Fund’s interests in a variety of ways, which may entail negotiating and executing consents, agreements and other arrangements, and otherwise influencing the management of the issuer. Nuveen Asset Management does not consider such activities proxy voting for purposes of Rule 206(4)-6 under the Investment Advisers Act of 1940.

DISCLOSURE OF PORTFOLIO HOLDINGS POLICY

The Trust has adopted a policy regarding the disclosure of information about the Trust’s portfolio holdings. The Board must approve all material amendments to this policy. The Funds’ portfolio holdings are publicly disseminated each day a Fund is open for business through financial reporting and news services including publicly accessible Internet web sites. In addition, a basket composition file, which includes the security names and share quantities to deliver in exchange for Fund Shares, together with estimates and actual cash components, is publicly disseminated daily prior to the opening of the Exchange via the National Securities Clearing Corporation (“NSCC”). The basket represents one Creation Unit of a Fund. The Trust, the Adviser, the Sub-Adviser or State Street will not disseminate non-public information concerning the Trust, except: (i) to a party for a legitimate business purpose related to the day-to-day operations of the Funds or (ii) to any other party for a legitimate business or regulatory purpose, upon waiver or exception.

THE INVESTMENT ADVISER

securities laws, unless such loss or liability results from willful misfeasance, bad faith or gross negligence in the performance of its duties or the reckless disregard of its obligations and duties.

A discussion regarding the basis for the Board’s approval of the Investment Advisory Agreements regarding the Funds will be available in the Trust’s Annual Report or Semi-Annual Report covering the period during the applicable Fund’s commencement of operations.

For the services provided to the Funds under the Investment Advisory Agreement, each Fund pays the Adviser monthly fees based on a percentage of each Fund’s average daily net assets as set forth in each Fund’s Prospectus. From time to time, the Adviser may waive all or a portion of its fee. The Adviser pays all expenses of each Fund other than the management fee, distribution fees pursuant to the Distribution and Service Plan, if any, brokerage, taxes, interest, fees and expenses of the Independent Trustees (including any Trustee’s counsel fees), acquired fund fees and expenses, litigation expenses and other extraordinary expenses.

INVESTMENT SUB-ADVISER- Municipal Bond ETFs

In accordance with the Sub-Advisory Agreement between the Adviser and NAM, the Adviser will pay NAM an annual investment sub-advisory fee equal to 45% of the advisory fees paid by the Municipal Bond ETFs to the Adviser after deducting the payments to fund service providers and fund expenses.

A discussion regarding the basis for the Board’s approval of the Sub-Advisory Agreements regarding the Funds will be available in the Trust’s Annual Report or Semi-Annual Report covering the period during the applicable Fund’s commencement of operations.

PORTFOLIO MANAGERS

The Adviser manages the Funds and NAM manages the Municipal Bond ETFs using a team of investment professionals. The professionals primarily responsible for the day-to-day portfolio management of each Fund are:


Fund		Portfolio Managers
SPDR S&P Commercial Paper ETF		Todd Bean, Steve Meier and Jeff St. Peters

SPDR Nuveen Barclays Capital 2012 Municipal Bond ETF		Steven Hlavin and Timothy Ryan
SPDR Nuveen Barclays Capital 2013 Municipal Bond ETF
SPDR Nuveen Barclays Capital 2014 Municipal Bond ETF
SPDR Nuveen Barclays Capital 2015 Municipal Bond ETF
SPDR Nuveen Barclays Capital 2016 Municipal Bond ETF
SPDR Nuveen Barclays Capital 2017 Municipal Bond ETF
SPDR Nuveen Barclays Capital 2018 Municipal Bond ETF
SPDR Nuveen Barclays Capital 2019 Municipal Bond ETF
SPDR Nuveen Barclays Capital 2020 Municipal Bond ETF
SPDR Nuveen Barclays Capital 2021 Municipal Bond ETF

SPDR S&P Agency Bond ETF SPDR Barclays Capital Corporate Bond ETF		Michael Brunell and John Kirby
SPDR Barclays Capital Corporate Industrial Bond ETF
SPDR Barclays Capital Corporate Financial Bond ETF
SPDR Barclays Capital Corporate Utilities Bond ETF
SPDR Barclays Capital Zero Coupon Bond ETF

SPDR Barclays Capital CMBS ETF		John Kirby and Allen Kwong

All ETFs except Municipal Bond ETFs. The following table lists the number and types of accounts managed by each of the key professionals involved in the day-to-day portfolio management for each Fund and assets under management in those accounts. The total number of accounts and assets have been allocated to each respective manager. Therefore, some accounts and assets have been counted twice.

Other Accounts Managed as of June 30, 2011


	Registered				Pooled								Total
	Investment		Assets		Investment		Assets				Assets		Assets
Portfolio	Company		Managed		Vehicle		Managed		Other		Managed		Managed
Manager	Accounts		(billions)*		Accounts		(billions)		Accounts		(billions)*		(billions)*
Todd Bean		12	$	94.78		5	$	101.32		16	$	12.13	$	208.23
Steven Meier		12	$	94.78		5	$	101.32		16	$	12.13	$	208.23
Jeff St. Peters		12	$	94.78		5	$	101.32		16	$	12.13	$	208.23
Michael Brunell		8	$	18.49		69	$	46.87		199	$	94.32	$	159.68
John Kirby		8	$	18.49		69	$	46.87		199	$	94.32	$	159.68
Allen Kwong		8	$	18.49		69	$	46.87		199	$	94.32	$	159.68


*		There are no performance fees associated with these portfolios.

The following table lists the dollar range of Fund Shares beneficially owned by portfolio managers listed above as of June 30, 2011.


Portfolio		Dollar Range of Trust
Manager	Fund	Shares Beneficially Owned
Todd Bean	None	None
Steven Meier	SPDR S&P Dividend ETF	$10,001 to $50,000
Jeff St. Peters	None	None
Michael Brunell	None	None
John Kirby	None	None
Alan Kwong	None	None

A portfolio manager that has responsibility for managing more than one account may be subject to potential conflicts of interest because he or she is responsible for other accounts in addition to the Funds. Those conflicts could include preferential treatment of one account over others in terms of: (a) the portfolio manager’s execution of different investment strategies for various accounts; or (b) the allocation of resources or of investment opportunities. The Adviser has adopted policies and procedures designed to address these potential material conflicts. For instance, portfolio managers are normally responsible for all accounts within a certain investment discipline, and do not, absent special circumstances, differentiate among the various accounts when allocating resources. Additionally, the Adviser and its advisory affiliates have processes and procedures for allocating investment opportunities among portfolios that are designed to provide a fair and equitable allocation among the portfolio managers’ accounts with the same strategy.

potential conflict may arise when the portfolio manager has an investment in one or more accounts that participate in transactions with other accounts. His or her investment(s) may create an incentive for the portfolio manager to favor one account over another. The Adviser has adopted policies and procedures reasonably designed to address these potential material conflicts. For instance, portfolio managers are normally responsible for all accounts within a certain investment discipline, and do not, absent special circumstances, differentiate among the various accounts when allocating resources. Additionally, the Adviser and its advisory affiliates have processes and procedures for allocating investment opportunities among portfolios that are designed to provide a fair and equitable allocation.

Other Accounts Managed as of June 30, 2011:


	Registered				Pooled								Total
	Investment		Assets		Investment		Assets				Assets		Assets
Portfolio	Company		Managed		Vehicle		Managed		Other		Managed		Managed
Manager	Accounts		(billions)*		Accounts		(billions)*		Accounts		(billions)*		(billions)*
Timothy T. Ryan		1	$	0.12		0	$	0		6	$	0.47	$	0.59
Steven M. Hlavin		4	$	0.60		0	$	0		0	$	0	$	0.60


*		There are no performance fees associated with these portfolios.

The following table lists the dollar range of Fund Shares beneficially owned by portfolio managers listed above as of June 30, 2011:


Portfolio		Dollar Range of Trust
Manager		Shares Beneficially Owned
Timothy Ryan		None
Steven Hlavin		None

Compensation. Portfolio manager compensation at Nuveen Asset Management consists primarily of base pay, an annual cash bonus and long- term incentive payments.

Base pay is determined based upon an analysis of the portfolio manager’s general performance, experience, and market levels of base pay for such position.

Investment performance is measured on a pre-tax basis, gross of fees for a Fund’s results and for its Lipper industry peer group.

THE ADMINISTRATOR, CUSTODIAN AND TRANSFER AGENT

State Street also serves as Transfer Agent of each Fund pursuant to a transfer agency agreement (“Transfer Agency Agreement”).

THE DISTRIBUTOR

Each Fund has adopted a Distribution and Service (Rule 12b-1) Plan (a “Plan”) pursuant to which payments of up to 0.25% may be made. No payments pursuant to the Plan will be made during the next twelve (12) months of operation. Under its terms, the Plan remains in effect from year to year, provided such continuance is approved annually by vote of the Board, including a majority of the “Independent Trustees” (Trustees who are not interested persons of the Funds (as defined in the 1940 Act) and have no direct or indirect financial interest in the operation of the Plan or any agreement related to the Plan). The Plan may not be amended to increase materially the amount to be spent for the services provided by the Distributor without approval by the shareholders of the relevant Fund to which the Plan applies, and all material amendments of the Plan also require Board approval (as described above). The Plan may be terminated at any time, without penalty, by vote of a majority of the Independent Trustees, or, by a vote of a majority of the outstanding voting securities of a Fund (as such vote is defined in the 1940 Act). Pursuant to the Distribution Agreement, the Distributor will provide the Board with periodic reports of any amounts expended under the Plan and the purpose for which such expenditures were made.

Pursuant to agreements entered into with such persons, the Distributor will make payments under the Plan to certain broker-dealers or other persons (“Investor Services Organizations”) that enter into agreements with the Distributor in the form approved by the Board to provide distribution assistance and shareholder support, account maintenance and educational and promotional services (which may include compensation and sales incentives to the registered brokers or other sales personnel of the broker-dealer or other financial entity that is a party to an investor services agreement) (“Investor Services Agreements”). No such Investor Services Agreements will be entered into during the first twelve months of operation. Each Investor Services Agreement will be a “related agreement” under the Plan. No Investor Services Agreement will provide for annual fees of more than 0.25% of a Fund’s average daily net assets per annum attributable to Shares subject to such agreement.

BROKERAGE TRANSACTIONS

are considered at or about the same time, transactions in such securities are allocated among the several investment companies and clients in a manner deemed equitable and consistent with its fiduciary obligations to all by the Adviser. In some cases, this procedure could have a detrimental effect on the price or volume of the security so far as the Trust is concerned. However, in other cases, it is possible that the ability to participate in volume transactions and to negotiate lower brokerage commissions will be beneficial to the Trust. The primary consideration is prompt execution of orders at the most favorable net price.

The Funds will not deal with affiliates in principal transactions unless permitted by exemptive order or applicable rule or regulation.

Portfolio turnover may vary from year to year, as well as within a year. High turnover rates are likely to result in comparatively greater brokerage expenses or transaction costs. The portfolio turnover rate for each Fund is expected to be under 100%, except with respect to the SPDR S&P Commercial Paper ETF, which may experience significantly higher turnover. The overall reasonableness of brokerage commissions and transaction costs is evaluated by the Adviser based upon its knowledge of available information as to the general level of commissions and transaction costs paid by other institutional investors for comparable services.

BOOK ENTRY ONLY SYSTEM

The following information supplements and should be read in conjunction with the section in the Prospectus entitled “ADDITIONAL PURCHASE AND SALE INFORMATION.”

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

The Funds were not operational prior to the date of this SAI and did not have any beneficial owners that owned greater than 5% of the outstanding voting securities as of the date of this SAI.

The Trustees and Officers of the Trust, as a group, own less than 1% of the Trust’s voting securities as of the date of this SAI.

PURCHASE AND REDEMPTION OF CREATION UNITS


FUND	CREATION*	REDEMPTION*
SPDR S&P Commercial Paper ETF	Cash	In-Kind
SPDR Nuveen Barclays Capital 2012 Municipal Bond ETF	Cash	In-Kind
SPDR Nuveen Barclays Capital 2013 Municipal Bond ETF	Cash	In-Kind
SPDR Nuveen Barclays Capital 2014 Municipal Bond ETF	Cash	In-Kind
SPDR Nuveen Barclays Capital 2015 Municipal Bond ETF	Cash	In-Kind
SPDR Nuveen Barclays Capital 2016 Municipal Bond ETF	Cash	In-Kind
SPDR Nuveen Barclays Capital 2017 Municipal Bond ETF	Cash	In-Kind
SPDR Nuveen Barclays Capital 2018 Municipal Bond ETF	Cash	In-Kind
SPDR Nuveen Barclays Capital 2019 Municipal Bond ETF	Cash	In-Kind
SPDR Nuveen Barclays Capital 2020 Municipal Bond ETF	Cash	In-Kind
SPDR Nuveen Barclays Capital 2021 Municipal Bond ETF	Cash	In-Kind
SPDR S&P Agency Bond ETF	In-Kind	In-Kind
SPDR Barclays Capital Corporate Bond ETF	In-Kind	In-Kind
SPDR Barclays Capital Corporate Industrial Bond ETF	In-Kind	In-Kind
SPDR Barclays Capital Corporate Financial Bond ETF	In-Kind	In-Kind
SPDR Barclays Capital Corporate Utilities Bond ETF	In-Kind	In-Kind
SPDR Barclays Capital Zero Coupon Bond ETF	In-Kind	In-Kind
SPDR Barclays Capital CMBS ETF	In-Kind	In-Kind


*		May be revised at any time without notice. Funds that effect redemptions principally for cash, rather than primarily in-kind, may be less tax efficient than investments in conventional ETFs.

PURCHASE (CREATION). The Trust issues and sells Shares of each Fund only in Creation Units on a continuous basis through the Principal Underwriter, without a sales load (but subject to transaction fees), at their NAV per share next determined after receipt of an order, on any Business Day (as defined below), in proper form pursuant to the terms of the Authorized Participant Agreement (“Participant Agreement”). A “Business Day” with respect to a Fund is, generally, any day on which the NYSE is open for business, although the Funds will also not be open on Veterans Day and Columbus Day.

Together, the Deposit Securities or Deposit Cash, as applicable, and the Cash Component constitute the “Fund Deposit,” which represents the minimum initial and subsequent investment amount for a Creation Unit of any Fund. The “Cash Component” is an amount equal to the difference between the net asset value of the Shares (per Creation Unit) and the market value of the Deposit Securities or Deposit Cash, as applicable. If the Cash Component is a positive number (i.e., the net asset value per Creation Unit exceeds the market value of the Deposit Securities or Deposit Cash, as applicable), the Cash Component shall be such positive amount. If the Cash Component is a negative number (i.e., the net asset value per Creation Unit is less than the market value of the Deposit Securities or Deposit Cash, as applicable), the Cash Component shall be such negative amount and the creator will be entitled to receive cash in an amount equal to the Cash Component. The Cash Component serves the function of compensating for any differences between the net asset value per Creation Unit and the market value of the Deposit Securities or Deposit Cash, as applicable. Computation of the Cash Component excludes any stamp duty or other similar fees and expenses payable upon transfer of beneficial ownership of the Deposit Securities, if applicable, which shall be the sole responsibility of the Authorized Participant (as defined below).

In instances where the Trust accepts Deposit Securities for the purchase of a Creation Unit, the Trust reserves the right to permit or require the substitution of an amount of cash (i.e., a “cash in lieu” amount) to be added to the Cash Component to replace any Deposit Security, including, without limitation, situations where the Deposit Security: (i) may not be available in sufficient quantity for delivery, (ii) may not be eligible for transfer through the systems of DTC for corporate securities and municipal securities or the Federal Reserve System for U.S. Treasury securities; (iii) may not be eligible for trading by an Authorized Participant (as defined below) or the investor for which it is acting; (iv) would be restricted under the securities laws or where the delivery of the Deposit Security to the Authorized Participant would result in the disposition of the Deposit Security by the Authorized Participant becoming restricted under the securities laws, or (v) in certain other situations (collectively, “non-standard orders”). The Trust also reserves the right to: (i) permit or require the substitution of Deposit Securities in lieu of Deposit Cash; and (ii) include or remove Deposit Securities from the basket in anticipation of index rebalancing changes. The adjustments described above will reflect changes, known to the Adviser on the date of announcement to be in effect by the time of delivery of the Fund Deposit, in the composition of the subject Index being tracked by the relevant Fund or resulting from certain corporate actions.

PROCEDURES FOR PURCHASE OF CREATION UNITS. To be eligible to place orders with the Principal Underwriter to purchase a Creation Unit of a Fund, an entity must be (i) a “Participating Party”, i.e., a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of the NSCC (the “Clearing Process”), a clearing agency that is registered with the SEC; or (ii) a DTC Participant (see “BOOK ENTRY ONLY SYSTEM”), and has the ability to clear through the Federal Reserve System. In addition, each Participating Party or DTC Participant (each, an “Authorized Participant”) must execute a Participant Agreement that has been agreed to by the Principal Underwriter and the Transfer Agent, and that has been accepted by the Trust, with respect to purchases and redemptions of Creation Units. Each Authorized Participant will agree, pursuant to the terms of a Participant Agreement, on behalf of itself or any investor on whose behalf it will act, to certain conditions, including that it will pay to the Trust, an amount of cash sufficient to pay the Cash Component together with the creation transaction fee (described below) and any other applicable fees, taxes and additional variable charge.

Fund Deposits must be delivered by an Authorized Participant through the Federal Reserve System (for cash and U.S. government securities), through DTC (for corporate securities and municipal securities), through a subcustody agent for (for foreign securities) and/or through such other arrangements allowed by the Trust or its agents. The Fund Deposit transfer must be ordered by the DTC Participant in a timely fashion so as to ensure the delivery of the requisite number of Deposit Securities or Deposit Cash, as applicable, through DTC to the account of a Fund by no later than 2:00 p.m. or 3:00 p.m. Eastern time (per applicable instructions), on the Settlement Date. The “Settlement Date” for a Fund is generally the third Business Day after the Order Placement Date. All questions as to the number of Deposit Securities or Deposit Cash to be delivered, as applicable, and the validity, form and eligibility (including time of receipt) for the deposit of any tendered securities or cash, as applicable, will be determined by the Trust, whose determination shall be final and binding. The amount of cash represented by the Cash Component must be transferred directly to the Custodian through the Federal Reserve Bank wire transfer system in a timely manner so as to be received by the Custodian no later than 2:00 p.m. or 3:00 p.m. Eastern time (per applicable instructions), on the Settlement Date. If the Cash Component and the Deposit Securities or Deposit Cash, as applicable, are not received by 2:00 p.m. or 3:00 p.m. Eastern time (per applicable instructions), on the Settlement Date, the creation order may be cancelled. Upon written notice to the Distributor, such canceled order may be resubmitted the following Business Day using a Fund Deposit as newly constituted to reflect the then current NAV of the Fund. The delivery of Creation Units so created generally will occur no later than the third Business Day following the day on which the purchase order is deemed received by the Distributor.

Fund for losses, if any, resulting therefrom. A creation request is considered to be in “proper form” if all procedures set forth in the Participant Agreement, order form and this SAI are properly followed.

In instances where the Trust accepts Deposit Securities for the purchase of a Creation Unit, the Creation Unit may be purchased in advance of receipt by the Trust of all or a portion of the applicable Deposit Securities as described below. In these circumstances, the initial deposit will have a value greater than the net asset value of the Shares on the date the order is placed in proper form since in addition to available Deposit Securities, cash must be deposited in an amount equal to the sum of (i) the Cash Component, plus (ii) an additional amount of cash equal to a percentage of the market value as set forth in the Participant Agreement, of the undelivered Deposit Securities (the “Additional Cash Deposit”), which shall be maintained in a separate non-interest bearing collateral account. An additional amount of cash shall be required to be deposited with the Trust, pending delivery of the missing Deposit Securities to the extent necessary to maintain the Additional Cash Deposit with the Trust in an amount at least equal to the applicable percentage, as set forth in the Participant Agreement, of the daily marked to market value of the missing Deposit Securities. The Participant Agreement will permit the Trust to buy the missing Deposit Securities at any time. Authorized Participants will be liable to the Trust for all costs, expenses, dividends, income and taxes associated with missing Deposit Securities, including the costs incurred by the Trust in connection with any such purchases. These costs will be deemed to include the amount by which the actual purchase price of the Deposit Securities exceeds the market value of such Deposit Securities on the day the purchase order was deemed received by the Principal Underwriter plus the brokerage and related transaction costs associated with such purchases. The Trust will return any unused portion of the Additional Cash Deposit once all of the missing Deposit Securities have been properly received by the Custodian or purchased by the Trust and deposited into the Trust. In addition, a transaction fee as set forth below under “Creation Transaction Fees” will be charged in all cases and an additional variable charge may also be applied. The delivery of Creation Units so created generally will occur no later than the Settlement Date.

ACCEPTANCE OF ORDERS OF CREATION UNITS. The Trust reserves the absolute right to reject an order for Creation Units transmitted to it by the Principal Underwriter in respect of a Fund at its discretion, including, without limitation, if (a) the order is not in proper form; (b) the Deposit Securities or Deposit Cash, as applicable, delivered by the Participant are not as disseminated through the facilities of the NSCC for that date by the Custodian; (c) the investor(s), upon obtaining the Shares ordered, would own 80% or more of the currently outstanding Shares of the Fund; (d) acceptance of the Deposit Securities would have certain adverse tax consequences to the Fund; (e) the acceptance of the Fund Deposit would, in the opinion of counsel, be unlawful; (f) the acceptance of the Fund Deposit would otherwise, in the discretion of the Trust or the Adviser, have an adverse effect on the Trust or the rights of beneficial owners; (g) the acceptance or receipt of the order for a Creation Unit would, in the opinion of counsel to the Trust, be unlawful; or (h) in the event that circumstances outside the control of the Trust, the Custodian, the Transfer Agent and/or the Adviser make it for all practical purposes not feasible to process orders for Creation Units. Examples of such circumstances include acts of God or public service or utility problems such as fires, floods, extreme weather conditions and power outages resulting in telephone, telecopy and computer failures; market conditions or activities causing trading halts; systems failures involving computer or other information systems affecting the Trust, the Principal Underwriter, the Custodian, the Transfer Agent, DTC, NSCC, Federal Reserve System, or any other participant in the creation process, and other extraordinary events. The Authorized Participant will be notified an an order rejection. The Trust, the Transfer Agent, the Custodian and the Principal Underwriter are under no duty, however, to give notification of any defects or irregularities in the delivery of Fund Deposits nor shall either of them incur any liability for the failure to give any such notification. The Trust, the Transfer Agent, the Custodian and the Principal Underwriter shall not be liable for the rejection of any purchase order for Creation Units.

Redemption proceeds for a Creation Unit are paid either in-kind or in cash or a combination thereof, as determined by the Trust. With respect to in-kind redemptions of a Fund, redemption proceeds for a Creation Unit will consist of Fund Securities — as announced by the Custodian on the Business Day of the request for redemption received in proper form plus cash in an amount equal to the difference between the net asset value of the Shares being redeemed, as next determined after a receipt of a request in proper form, and the value of the Fund Securities (the “Cash Redemption Amount”), less a fixed redemption transaction fee and any applicable additional variable charge as set forth below. In the event that the Fund Securities have a value greater than the net asset value of the Shares, a compensating cash payment equal to the differential is required to be made by or through an Authorized Participant by the redeeming shareholder. Notwithstanding the foregoing, at the Trust’s discretion, an Authorized Participant may receive the corresponding cash value of the securities in lieu of the in-kind securities value representing one or more Fund Securities.

PROCEDURES FOR REDEMPTION OF CREATION UNITS. To be eligible to place redemption orders for Creation Units of the Funds, an entity must be a DTC Participant that has executed a Participant Agreement and have the ability to transact through the Federal Reserve System. Orders to redeem Creation Units must be submitted in proper form to the Transfer Agent prior to the time as set forth in the Participant Agreement and/or the order form. A redemption request is considered to be in “proper form” if all procedures set forth in the Participant Agreement, order form and this SAI are properly followed. After the Trust has deemed an order for redemption received, the Trust will initiate procedures to transfer the requisite Fund Securities and the Cash Redemption Amount to the Authorized Participant on behalf of the redeeming beneficial owner by the Settlement Date.

time (per applicable instructions) on the Settlement Date, then the value of the Fund Securities and the Cash Redemption Amount to be delivered will be determined by the Custodian on such Order Placement Date. If the requisite number of Shares of the Fund are not delivered by 2:00 p.m. or 3:00 p.m. Eastern time (per applicable instructions) on the Settlement Date, the Fund will not release the underlying securities for delivery unless collateral is posted in such percentage amount of missing Shares as set forth in the Participant Agreement (marked to market daily).

ADDITIONAL REDEMPTION PROCEDURES. With respect to in kind redemptions of a Fund, in connection with taking delivery of shares of Fund Securities upon redemption of Creation Units, an Authorized Participant must maintain appropriate custody arrangements with a qualified broker-dealer, bank or other custody providers in each jurisdiction in which any of the Fund Securities are customarily traded (or such other arrangements as allowed by the Trust or its agents), to which account such Fund Securities will be delivered. Deliveries of redemption proceeds generally will be made within three Business Days of the trade date. Due to the schedule of holidays in certain countries, however, the delivery of in-kind redemption proceeds may take longer than three business days after the day on which the redemption request is received in proper form. The section below entitled “Local Market Holiday Schedules” identifies the instances where more than seven days would be needed to deliver redemption proceeds. Pursuant to an order of the SEC, in respect of the Fund, the Trust will make delivery of in-kind redemption proceeds within the number of days stated in the Local Market Holidays section to be the maximum number of days necessary to deliver redemption proceeds. If the Authorized Participant has not made appropriate arrangements to take delivery of the Fund Securities in the applicable foreign jurisdiction and it is not possible to make other such arrangements, or if it is not possible to effect deliveries of the Fund Securities in such jurisdiction, the Trust may, in its discretion, exercise its option to redeem such shares in cash, and the Authorized Participant will be required to receive its redemption proceeds in cash.

Creation and Redemption Transaction Fees:


			MAXIMUM
	TRANSACTION		TRANSACTION
FUND	FEE, *		FEE, *
SPDR S&P Commercial Paper ETF	$	[ ]	$	[ ]
SPDR Nuveen Barclays Capital 2012 Municipal Bond ETF	$	[ ]	$	[ ]
SPDR Nuveen Barclays Capital 2013 Municipal Bond ETF	$	[ ]	$	[ ]
SPDR Nuveen Barclays Capital 2014 Municipal Bond ETF	$	[ ]	$	[ ]
SPDR Nuveen Barclays Capital 2015 Municipal Bond ETF	$	[ ]	$	[ ]
SPDR Nuveen Barclays Capital 2016 Municipal Bond ETF	$	[ ]	$	[ ]
SPDR Nuveen Barclays Capital 2017 Municipal Bond ETF	$	[ ]	$	[ ]
SPDR Nuveen Barclays Capital 2018 Municipal Bond ETF	$	[ ]	$	[ ]
SPDR Nuveen Barclays Capital 2019 Municipal Bond ETF	$	[ ]	$	[ ]
SPDR Nuveen Barclays Capital 2020 Municipal Bond ETF	$	[ ]	$	[ ]
SPDR Nuveen Barclays Capital 2021 Municipal Bond ETF	$	[ ]	$	[ ]
SPDR S&P Agency Bond ETF	$	[ ]	$	[ ]
SPDR Barclays Capital Corporate Bond ETF	$	[ ]	$	[ ]
SPDR Barclays Capital Corporate Industrial Bond ETF	$	[ ]	$	[ ]
SPDR Barclays Capital Corporate Financial Bond ETF	$	[ ]	$	[ ]
SPDR Barclays Capital Corporate Utilities Bond ETF	$	[ ]	$	[ ]
SPDR Barclays Capital Zero Coupon Bond ETF	$	[ ]	$	[ ]
SPDR Barclays Capital CMBS ETF	$	[ ]	$	[ ]


*		From time to time, any Fund may waive all or a portion of its applicable transaction fee(s). An additional charge of up to three (3) times the standard transaction fee may be charged to the extent a transaction is outside of the clearing process.

**		In addition to the transaction fees listed above, the Funds may charge an additional variable fee for creations and redemptions in cash to offset brokerage and impact expenses associated with the cash transaction. The variable transaction fee will be calculated based on historical transaction cost data and the Adviser’s view of current market conditions; however, the actual variable fee charged for a given transaction may be lower or higher than the trading expenses incurred by a Fund with respect to that transaction.

DETERMINATION OF NET ASSET VALUE

in interest rates, market indices, and prices from the Funds’ index providers). In these cases, the Fund’s net asset value may reflect certain portfolio securities’ fair values rather than their market prices. Fair value pricing involves subjective judgments and it is possible that the fair value determination for a security is materially different than the value that could be realized upon the sale of the security. In addition, fair value pricing could result in a difference between the prices used to calculate a Fund’s net asset value and the prices used by the Fund’s benchmark Index. This may result in a difference between the Fund’s performance and the performance of the applicable Fund’s benchmark Index. With respect to securities that are primarily listed on foreign exchanges, the value of a Fund’s portfolio securities may change on days when you will not be able to purchase or sell your Shares.

DIVIDENDS AND DISTRIBUTIONS

The following information supplements and should be read in conjunction with the section in each Prospectus entitled “DISTRIBUTIONS.”

GENERAL POLICIES

Dividends from net investment income, if any, are generally declared and paid monthly by each ETF but may vary significantly from period to period. Distributions of net realized securities gains, if any, generally are declared and paid once a year, but the Trust may make distributions on a more frequent basis for a Fund to improve index tracking or to comply with the distribution requirements of the Internal Revenue Code, in all events in a manner consistent with the provisions of the 1940 Act.

DIVIDEND REINVESTMENT

TAXES

The following information also supplements and should be read in conjunction with the section in the Prospectus entitled “ADDITIONAL TAX INFORMATION.”

Additionally, the RIC Mod Act allows capital losses to be carried forward indefinitely, and retain the character of the original loss, exempts RICs from the preferential dividend rule, and repeals the 60-day designation requirement for certain types of income and gains.

TAXATION OF THE FUNDS. The Funds intend to qualify for and to elect treatment as a separate RIC under Subchapter M of the Internal Revenue Code. As such, each Fund should not be subject to federal income tax on its net investment income and capital gains, if any, to the extent that it timely distributes such income and capital gains to its shareholders. In order to be taxable as a RIC, a Fund must distribute annually to its shareholders at least 90% of its net investment income (generally net investment income plus the excess of net short-term capital gains over net long-term capital losses) and at least 90% of its net tax exempt interest income, for each tax year, if any, to its shareholders (“Distribution Requirement”) and also must meet several additional requirements. Among these requirements are the following: (i) at least 90% of a Fund’s gross income each taxable year must be derived from dividends, interest, payments with respect to securities loans, gains from the sale or other disposition of stock, securities or foreign currencies, or other income derived with respect to its business of investing in such stock, securities or currencies, and net income derived from an interest in qualified publicly traded partnerships; (ii) at the end of each fiscal quarter of the Fund’s taxable year, at least 50% of the market value of its total assets must be represented by cash and cash items, U.S. government securities, securities of other RICs and other securities, with such other securities limited, in respect to any one issuer, to an amount not greater than 5% of the value of the Fund’s total assets or more than 10% of the outstanding voting securities of such issuer, and (iii) at the end of each fiscal quarter of the Fund’s taxable year, not more than 25% of the value of its total assets is invested in the securities (other than U.S. government securities or securities of other RICs) of any one issuer or the securities of two or more issuers engaged in the same, similar, or related trades or businesses if the Fund owns at least 20% of the voting power of such issuers, or the securities of one or more qualified publicly traded partnerships.

ended October 31 of such year. Each Fund intends to declare and distribute dividends and distributions in the amounts and at the times necessary to avoid the application of this 4% excise tax but can make no assurances that all such tax liability will be eliminated.

TAXATION OF SHAREHOLDERS — DISTRIBUTIONS. Each Fund intends to distribute annually to its shareholders substantially all of its investment company taxable income, all of its net tax-exempt income and any net realized long-term capital gains in excess of net realized short-term capital losses (including any capital loss carryovers). The Funds will report to shareholders annually the amounts of dividends received from ordinary income, the amount of distributions received from capital gains and the portion of dividends which may qualify for the dividends received deduction, if any.

Absent further legislation, the lower rates applicable to qualified dividend income and long-term capital gains will cease to apply to taxable years beginning after December 31, 2012.

Distribution of ordinary income and capital gains may also be subject to foreign, state and local taxes depending on a shareholder’s circumstances.

If you lend your Municipal Bond ETF shares pursuant to securities lending or similar arrangement, you may lose the ability to treat dividends received from the Municipal Bond ETF (paid while the shares are held by the borrower) as tax-exempt income. Interest on indebtedness incurred by a shareholder to purchase or carry shares of the Municipal Bond ETFs will not be deductible for U.S. federal income tax purposes. If a shareholder receives exempt-interest dividends with respect to any share of a Municipal Bond ETF and if the share is held by the shareholder for six months or less, then any loss on the sale or exchange of the share may, to the extent of the exempt-interest dividends, be disallowed, In addition, the Internal Revenue Code may require a shareholder in a Municipal Bond ETF that receives exempt-interest dividends to treat as taxable income a portion of certain otherwise non-taxable social security and railroad retirement benefit payments. Furthermore, a portion of any exempt-interest dividend paid by a Municipal Bond ETF that unexpectedly represents income derived from certain revenue or private activity bonds held by a Municipal Bond ETF may not retain its tax-exempt status in the hands of a shareholder who is a “substantial user” of a facility financed by such bonds, or a “related person” thereof. In addition, the receipt of dividends and distributions from the Municipal Bond ETF may affect a foreign corporate shareholder’s federal “branch profits” tax liability and the federal “excess net passive income” tax liability of a shareholder of a Subchapter S corporation. Shareholders should consult their own tax advisers as to whether they are (i) “substantial users” with respect to a facility or “related” to such users within the meaning of the Internal Revenue Code or (ii) subject to the federal “branch profits” tax, or the deferral “excess net passive income” tax.

TAXATION OF FUND INVESTMENTS. Dividends and interest received by Funds holding foreign securities may give rise to withholding and other taxes imposed by foreign countries. Tax conventions between certain countries and the United States may reduce or eliminate such taxes. If a Fund meets certain requirements, which include a requirement that more than 50% of the value of the Fund’s total assets at the close of its respective taxable year consists of stocks or securities of foreign corporations, then the Fund should be eligible to file an election with the Internal Revenue Service that may enable shareholders, in effect, to receive either the benefit of a foreign tax credit, or a tax deduction, with respect to any foreign and U.S. possessions income taxes paid such Fund, subject to certain limitations. Pursuant to this election, the Fund will treat those taxes as dividends paid to its shareholders. Each such shareholder will be required to include a proportionate share of those taxes in gross income as income received from a foreign source and must treat the amount so included as if the shareholder had paid the foreign tax directly. The shareholder may then either deduct the taxes deemed paid by him or her in computing his or her taxable income or, alternatively, use the foregoing information in calculating any foreign tax credit the shareholder may be entitled to use against such shareholder’s federal income tax. If the Fund makes this election, the Fund will report annually to its shareholders the respective amounts per share of the Fund’s income from sources within, and taxes paid to, foreign countries and U.S. possessions. Foreign tax credits, if any, received by a Fund as a result of an investment in another RIC (including an ETF which is taxable as a RIC) will not be passed through to you unless the Fund qualifies as a “qualified fund of funds” under the Internal Revenue Code. If the Fund is a “qualified fund of funds” it will be eligible to file an election with the Internal Revenue Service that will enable it to pass along these foreign tax credits to its shareholders. A Fund will be treated as a “qualified fund of funds” if at least 50% of the value of the Fund’s total assets (at the close of each quarter of the Fund’s taxable year) is represented by interests in other RICs.

Fund designates the payment as an interest related dividend or as a short-term capital gain dividend. Non-U.S. shareholders should contact their intermediaries with respect to the application of these rules to their accounts. Absent future legislation, the withholding exemptions for interest-related dividends and short-term capital gain dividends only applies to dividends with respect to taxable years of a Fund beginning before January 1, 2012.

Persons purchasing or redeeming Creation Units should consult their own tax advisors with respect to the tax treatment of any creation or redemption transaction.

CAPITAL STOCK AND SHAREHOLDER REPORTS

Each Fund issues Shares of beneficial interest, par value $.01 per Share. The Board may designate additional funds.

Shareholder inquiries may be made by writing to the Trust, c/o the Distributor, State Street Global Markets, LLC at State Street Financial Center, One Lincoln Street, Boston, Massachusetts 02111.

COUNSEL AND INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Morgan, Lewis & Bockius LLP, 1111 Pennsylvania Avenue NW, Washington, DC 20004, serves as counsel to the Trust. [ ], [ ], serves as the independent registered public accounting firm for the Trust. [ ] performs annual audits of the Funds’ financial statements and provides other audit, tax and related services.

LOCAL MARKET HOLIDAY SCHEDULES

business days of receipt of a redemption request is subject, among other things, to the condition that, within the time period from the date of the request to the date of delivery of the securities, there are no days that are local market holidays on the relevant business days. For every occurrence of one or more intervening holidays in the local market that are not holidays observed in the United States, the redemption settlement cycle may be extended by the number of such intervening local holidays. In addition to holidays, other unforeseeable closings in a foreign market due to emergencies may also prevent the Trust from delivering securities within three business days.

The securities delivery cycles currently practicable for transferring portfolio securities to redeeming investors, coupled with local market holiday schedules, may require a delivery process longer than the standard settlement period. In certain circumstances during the calendar year, the settlement period may be greater than seven calendar days. Such periods are listed in the table below, as are instances where more than seven days will be needed to deliver redemption proceeds. Although certain holidays may occur on different dates in subsequent years, the number of days required to deliver redemption proceeds in any given year is not expected to exceed the maximum number of days listed in the table below. The proclamation of new holidays, the treatment by market participants of certain days as “informal holidays” (e.g., days on which no or limited securities transactions occur, as a result of substantially shortened trading hours), the elimination of existing holidays, or changes in local securities delivery practices, could affect the information set forth herein at some time in the future.

See Next Page


MARKET	MAX SETL CYCLE	TRADE DATE(S) W/ SETTLEMENT OF GREATER THAN 7 CALENDAR DAYS (MAX DAYS IN PARENTHESIS)
Australia	7 days
Austria	11 days	12/19/12 (8); 12/20/12 (8); 12/21/12 (11)
Belgium	7 days
Brazil	7 days
Canada	7 days
Chile	7 days
China	14 days	1/18/12 (14); 1/19/12 (14); 1/20/12 (14); 9/26/12 (13); 9/27/12 (13); 9/28/12 (13)
Columbia	7 days
Czech Republic	11 days	12/19/12 (8); 12/20/12 (8); 12/21/12 (11)
Denmark	11 days	12/19/12 (8); 12/20/12 (8); 12/21/12 (11)
Egypt	8 days	11/4/11 (10); 11/14/11 (9); 11/15/11 (8); 8/14/12 (8); 8/15/12 (8); 8/16/12 (8)
Euroclear	6 days
Finland	11 days	12/19/12 (8); 12/20/12 (8); 12/21/12 (11)
France	7 days
Germany	7 days
Greece	7 days
Hong Kong	10 days	1/18/12 (8); 1/19/12 (8); 1/20/12 (10); 4/3/12 (8);
Hungary	11 days	12/19/12 (8); 12/20/12 (8); 12/21/12 (11)
India	7 days
Indonesia	13 days	8/14/12 (13); 8/15/12 (13); 8/16/12 (13); 12/19/12 (8); 12/20/12 (8); 12/21/12 (11)
Ireland	11 days	12/21/11 (8); 12/22/11 (8); 12/23/11 (11); 12/19/12 (9); 12/20/12 (11); 12/21/12 (11)
Israel	7 days
Italy	11 days	12/19/12 (8); 12/20/12 (8); 12/21/12 (11)
Japan	7 days
Jordan	7 days
Korea	6 days
Malaysia	7 days
Mexico	7 days
Morocco	7 days
Netherlands	7 days
New Zealand	7 days
Norway	8 days	4/2/12 (8); 4/3/12 (8); 4/4/12 (8)
Pakistan	7 days
Peru	7 days
Philippines	8 days	4/2/12 (8); 4/3/12 (8); 4/4/12 (8)
Poland	7 days
Portugal	7 days
Russia	13 days	12/28/11 (13); 12/29/11 (13); 12/30/11 (13)
Singapore	7 days
South Africa	7 days
South Korea	7 days
Spain	7 days
Sweden	11 days	12/19/12 (8); 12/20/12 (8); 12/21/12 (11)
Switzerland	11 days	12/19/12 (8); 12/20/12 (8); 12/21/12 (11)
Taiwan	11 days	1/18/12 (9); 1/19/12 (11); 1/20/12 (11)
Thailand	7 days
Turkey	9 days	11/3/11 (8); 11/14/11 (9); 10/22/12 (8); 10/23/12 (8); 10/24/12 (8)
United Kingdom	7 days

Proxy Voting Policy

Funds Management, Inc.

Introduction

	1)		describes its proxy voting procedures to its clients in Part II of its Form ADV;

	2)		provides the client with this written proxy policy, upon request;

	3)		discloses to its clients how they may obtain information on how FM voted the client’s proxies;

	4)		matches proxies received with holdings as of record date;

	5)		reconciles holdings as of record date and rectifies any discrepancies;

	6)		generally applies its proxy voting policy consistently and keeps records of votes for each client;

	7)		documents the reason(s) for voting for all non-routine items; and

	8)		keeps records of such proxy voting available for inspection by the client or governmental agencies.

Process

From time to time, proxy votes will be solicited, which fall into one of the following categories:

	(i)		proxies that involve special circumstances and require additional research and discussion (e.g. a material merger or acquisition, or a material governance issue with the potential to become a significant precedent in corporate governance); or

	(ii)		proxies that are not directly addressed by our policies and which are reasonably anticipated to have an impact on the current or potential value of a security or which we do not consider to be routine.

Proxy Voting Guidelines

I. Generally, FM votes for the following ballot items:

Board of Directors

	•		Elections of directors in an uncontested election who (i) we determine to be adequately independent of management and (ii) do not simultaneously serve on an unreasonable (as determined by FM) number of other boards (other than those affiliated with the issuer). Factors that we consider in evaluating independence include whether the nominee is an employee of or related to an employee of the issuer or its auditor, whether the nominee provides professional services to the issuer, whether the nominee has attended an appropriate number of scheduled board meetings (as determined by FM), or whether the nominee receives non-board related compensation from the issuer

	•		Directors’ compensation, provided the amounts are not excessive relative to other issuers in the market or industry. In making such a determination, we review whether the compensation is overly dilutive to existing shareholders

	•		Proposals to limit directors’ liability and/or expand indemnification of directors, provided that a director shall only be eligible for indemnification and liability protection if he or she has not acted in bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office

	•		Discharge of board members’ duties, in the absence of pending litigation, governmental investigation, charges of fraud or other indications of significant concern

	•		The establishment of annual elections of the board of directors unless the board is comprised of a supermajority of independent directors (e.g., 80% or more), including wholly independent board committees, and the company does not have a shareholder rights plan (poison pill)

	•		Mandates requiring a majority of independent directors on the board of directors

	•		Mandates that audit, compensation and nominating committee members should all be independent directors

	•		Mandates giving the audit committee the sole responsibility for the selection and dismissal of the auditing firm and any subsequent result of audits are reported to the audit committee

	•		Elimination of cumulative voting

	•		Establishment of confidential voting

	•		Proposals seeking to establish or decrease an existing required ownership threshold that offer shareholders the right to call special meetings to as low as 10% of shares outstanding.

	•		Proposals seeking to fix the board size or designate a range for the board size

	•		Proposals to restore shareholders’ ability to remove directors with or without cause

	•		Proposals that permit shareholders to elect directors to fill board vacancies

	•		Shareholder proposals seeking disclosure regarding the company, board, or compensation committee’s use of compensation consultants, such as company name, business relationship(s) and fees paid

Auditors

	•		Approval of auditors, unless the fees paid to auditors are excessive; auditors’ fees will be deemed excessive if the non-audit fees for the prior year constituted 50% or more of the total fees paid to the auditors

	•		Auditors’ compensation, provided the issuer has properly disclosed audit and non-audit fees relative to market practice and that non-audit fees for the prior year constituted no more than 50% of the total fees paid to the auditors

	•		Discharge of auditors

	•		Approval of financial statements, auditor reports and allocation of income

	•		Requirements that auditors attend the annual meeting of shareholders

	•		Disclosure of auditor and consulting relationships when the same or related entities are conducting both activities

•

Establishment of a selection committee responsible for the final approval of significant management consultant contract awards where existing firms are already acting in an auditing function

Capitalization

	•		Dividend payouts that are greater than or equal to country and industry standards; we generally support a dividend that constitutes 30% or more of net income

	•		Authorization of share repurchase programs, unless the issuer does not clearly state the business purpose for the program, a definitive number of shares to be repurchased, and the time frame for the repurchase

	•		Capitalization changes that eliminate other classes of stock and/or unequal voting rights

	•		Changes in capitalization authorization for stock splits, stock dividends, and other specified needs that are no more than 50% of the existing authorization for U.S. companies and no more than 100% of existing authorization for non-U.S. companies.

	•		Elimination of pre-emptive rights for share issuance of less than a certain percentage (country specific: ranging from 5% to 20%) of the outstanding shares, unless even such small amount could have a material dilutive effect on existing shareholders (e.g. in illiquid markets)

Anti-Takeover Measures

	•		Elimination of shareholder rights plans (“poison pill”)

	•		Amendment to a shareholder rights plans (“poison pill”) where the terms of the new plans are more favorable to shareholders’ ability to accept unsolicited offers (i.e. if one of the following conditions are met: (i) minimum trigger, flip-in or flip-over of 20%, (ii) maximum term of three years, (iii) no “dead hand,” “slow hand,” “no hand” or similar feature that limits the ability of a future board to redeem the pill, and (iv) inclusion of a shareholder redemption feature (qualifying offer clause), permitting ten percent of the shares to call a special meeting or seek a written consent to vote on rescinding the pill if the board refuses to redeem the pill 90 days after a qualifying offer is announced)

	•		Adoption or renewal of a non-US issuer’s shareholder rights plans (“poison pill”) if the following conditions are met: (i) minimum trigger, flip-in or flip-over of 20%, (ii) maximum term of three years, (iii) no “dead hand,” “slow hand,” “no hand” or similar feature that limits the ability of a future board to redeem the pill, and (iv) inclusion of a shareholder redemption feature (qualifying offer clause), permitting ten percent of the shares to call a special meeting or seek a written consent to vote on rescinding the pill if the board refuses to redeem the pill 90 days after a qualifying offer is announced

	•		Reduction or elimination of super-majority vote requirements, unless management of the issuer was concurrently seeking to or had previously made such reduction or elimination

	•		Mandates requiring shareholder approval of a shareholder rights plans (“poison pill”)

	•		Repeals of various anti-takeover related provisions

Executive Compensation/Equity Compensation

	•		Stock purchase plans with an exercise price of not less that 85% of fair market value

	•		Stock option plans which are incentive based and not excessively dilutive. In order to assess the dilutive effect, we divide the number of shares required to fully fund the proposed plan, the number of authorized but unissued shares, and the issued but unexercised shares by fully diluted share count. We review that number in light of certain factors, including the industry of the issuer

	•		Other stock-based plans that are not excessively dilutive, using the same process set forth in the preceding bullet

	•		Management proposals that request an advisory vote on executive compensation where there is a strong correlation between the change in pay and the change in total shareholder return over a five-year period

	•		Expansions to reporting of financial or compensation-related information, within reason

	•		Proposals requiring the disclosure of executive retirement benefits if the issuer does not have an independent compensation committee

	•		Remuneration policies that are judged to be in-line with local market practices

Routine Business Items

•

			shareholder vote requirement to amend the charter documents, insufficient information provided as to the reason behind the amendment)

	•		Change in corporation name

	•		Mandates that amendments to bylaws or charters have shareholder approval

	•		Management proposals to change the date, time, and/or location of the annual meeting unless the proposed change is unreasonable

Other

	•		Adoption of anti-greenmail provisions

	•		Repeals or prohibitions of greenmail provisions

	•		Opting-out of business combination provision

	•		Reimbursement of all appropriate proxy solicitation expenses associated with the election when voting in conjunction with support of a dissident slate

	•		Management proposals to implement a reverse stock split when the number of authorized shares will be proportionately reduced

	•		Management proposals to implement a reverse stock split to avoid delisting

	•		Proposals to allow or make easier shareholder action by written consent

	•		Proposals that remove restrictions on the right of shareholders to act independently of management

	•		Liquidation of the company if the company will file for bankruptcy if the proposal is not approved

	•		Shareholder proposals to put option repricings to a shareholder vote

	•		Shareholder proposals requiring the separation of the chairman/CEO position taking into account company performance

II. Generally, FM votes against the following items:

Board of Directors

	•		Establishment of classified boards of directors, unless 80% of the board is independent and the company does not have shareholder rights plan (poison pill)

	•		Proposals requesting re-election of insiders or affiliated directors who serve on audit, compensation, or nominating committees

	•		Limits to tenure of directors

	•		Requirements that candidates for directorships own large amounts of stock before being eligible to be elected

	•		Restoration of cumulative voting in the election of directors

	•		Removal of a director, unless we determine the director (i) is not adequately independent of management or (ii) simultaneously serves on an unreasonable (as determined by FM) number of other boards (other than those affiliated with the issuer). Factors that we consider in evaluating independence include whether the director is an employee of or related to an employee of the issuer or its auditor, whether the director provides professional services to the issuer, or whether the director receives non-board related compensation from the issuer

	•		The elimination of shareholders’ right to call special meetings or attempts to raise the ownership threshold beyond reasonable levels (as determined by FM)

	•		Proposals that relate to the “transaction of other business as properly comes before the meeting”, which extend “blank check” powers to those acting as proxy

	•		Approval of directors who have failed to act on a shareholder proposal that has been approved by a majority of outstanding shares

	•		Directors at companies where prior non-cash compensation was improperly backdated or spring-loaded

	•		Proposals that provide that only continuing directors may elect replacements to fill board vacancies

	•		Proposals that give management the ability to alter the size of the board outside of a specified range without shareholder approval

	•		Shareholder proposals requiring two candidates per board seat

	•		Proposals asking the board to adopt any form of majority voting for election of directors, unless the majority standard indicated is based on a majority of shares outstanding

Capitalization

•

Capitalization changes that add “blank check” classes of stock (i.e. classes of stock with undefined voting rights) or classes that dilute the voting interests of existing shareholders

•

Capitalization changes that exceed 100% of the issuer’s current authorized capital unless management provides an appropriate rationale for such change

Anti-Takeover Measures

•

Anti-takeover and related provisions that serve to prevent the majority of shareholders from exercising their rights or effectively deter appropriate tender offers and other offers

•

Adoption or renewal of a US issuer’s shareholder rights plan (“poison pill”)

•

Adjournment of meeting to solicit additional votes in connection with a merger or transaction

Executive Compensation/Equity Compensation

•

Excessive compensation (i.e. compensation plans that are deemed by FM to be overly dilutive)

•

Retirement bonuses for non-executive directors and auditors

•

Proposals requiring the disclosure of executive retirement benefits if the issuer has an independent compensation committee

Routine Business Items

•

Proposals to reduce quorum requirements for shareholder meetings below a majority of the shares outstanding unless there are compelling reasons to support the proposal

•

Amendments to bylaws that would require supermajority shareholder votes to pass or repeal certain provisions

•

Reincorporation to a location that we believe has more negative attributes than its current location of incorporation.

•

Shareholder proposals to change the date, time, and/or location of the annual meeting unless the current scheduling or location is unreasonable

•

Proposals to approve other business when it appears as voting item

•

Proposals giving the board exclusive authority to amend the bylaws

•

Proposals to restrict or prohibit shareholder ability to take action by written consent

Other

•

Proposals asking companies to adopt full tenure holding periods for their executives

Mergers and Acquisitions

	•		Against offers with potentially damaging consequences for minority shareholders because of illiquid stock, especially in some non-US markets

	•		Against offers when we believe that reasonable prospects exist for an enhanced bid or other bidders

	•		Against offers where, at the time of voting, the current market price of the security exceeds the bid price

	•		For proposals to restructure or liquidate closed end investment funds in which the secondary market price is substantially

			lower than the net asset value

	•		For offers made at a premium where no other higher bidder exists

Special Note Regarding Social and Environmental Proposals

Protecting Shareholder Value

FM has designed our proxy voting policy and procedures with the intent that our clients receive the best possible returns on their investments.

Potential Conflicts

largest broker-dealers used by SSgA, based upon revenue (a “Material Relationship”).

Recordkeeping

In accordance with applicable law, FM shall retain the following documents for not less than five years from the end of the year in which the proxies were voted, the first two years in FM’s office:

	1)		FM’s Proxy Voting Policy and any additional procedures created pursuant to such Policy;

	2)		a copy of each proxy statement FM receives regarding securities held by its clients (note: this requirement may be satisfied by a third party who has agreed in writing to do so or by obtaining a copy of the proxy statement from the EDGAR database);

	3)		a record of each vote cast by FM (note: this requirement may be satisfied by a third party who has agreed in writing to do so);

	4)		a copy of any document created by FM that was material in making its voting decision or that memorializes the basis for such decision; and

	5)		a copy of each written request from a client, and response to the client, for information on how FM voted the client’s proxies.

More Information

Any client who wishes to receive information on how its proxies were voted should contact its FM relationship manager.

PART C
OTHER INFORMATION


Item 28.		Exhibits
(a)(i)		First Amended and Restated Declaration of Trust of StreetTracks^(SM) Series Trust (now, SPDR^® Series Trust) (the “Trust” or the “Registrant”) dated June 9, 1998, as amended September 6, 2000, is incorporated herein by reference to Exhibit (a)(ii) of Pre-Effective Amendment No. 3 to the Registrant’s Registration Statement on Form N-1A, as filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 25, 2000.

(a)(ii)		Amendment No. 1 to the Registrant’s First Amended and Restated Declaration of Trust dated June 9, 1998, as amended September 6, 2000, is incorporated herein by reference to Exhibit (a)(ii) of Post-Effective Amendment No. 23 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC on August 10, 2007.

(b)		Registrant’s Amended and Restated By-Laws, dated June 9, 1998, as amended and restated November 15, 2004, are incorporated herein by reference to Exhibit (b) of Post-Effective Amendment No. 10 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC on April 14, 2005.

(c)		Global Certificates of Beneficial Interest, evidencing shares of Beneficial Interest, $.01 par value, are incorporated herein by reference to Exhibit (c) of Pre-Effective Amendment No. 3 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC on September 25, 2000.

(d)(i)		Amended and Restated Investment Advisory Agreement between the Trust and SSgA Funds Management, Inc., dated September 1, 2003, is incorporated herein by reference to Exhibit (d)(1) of Post-Effective Amendment No. 4 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC on October 28, 2003.

(d)(ii)		Amended and Restated Sub-Advisory Agreement between SSgA Funds Management, Inc. and The Tuckerman Group, LLC, with respect to the SPDR Dow Jones REIT ETF (formerly, the DJ Wilshire REIT ETF and prior to that, the streetTRACKS^® Wilshire REIT ETF), is incorporated herein by reference to Exhibit (d)(ii) of Post-Effective Amendment No. 4 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC on October 28, 2003.

(d)(iii)		Fee Waiver Letter Agreement dated October 14, 2011, with respect to the SPDR Nuveen S&P High Yield Municipal Bond ETF is filed herewith.

(d)(iv)		Fee Waiver Letter Agreement dated October 23, 2007, with respect to the SPDR Barclays Capital Aggregate Bond ETF (formerly, the SPDR Lehman Aggregate Bond ETF), is incorporated herein by reference to Exhibit (d)(iv) of Post-Effective Amendment No. 28 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC on October 26, 2007.

(d)(v)		Fee Waiver Letter Agreement dated October 27, 2010, with respect to the SPDR Barclays Capital Municipal Bond ETF (formerly, the SPDR Lehman Municipal Bond ETF), is incorporated herein by reference to Exhibit (d)(v) of Post-Effective Amendment No. 52 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC on October 28, 2010.

(d)(vi)		First Amendment dated April 30, 2007 to the Amended and Restated Sub-Advisory


Item 28.		Exhibits
		Agreement between SSgA Funds Management, Inc. and The Tuckerman Group, relating to the SPDR Dow Jones REIT ETF (formerly, the DJ Wilshire REIT ETF and prior to that, the streetTRACKSWilshire REIT ETF), is incorporated herein by reference to Exhibit (d)(vi) of Post-Effective Amendment No. 28 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC on October 26, 2007.

(d)(vii)		Revised Exhibit A (Schedule of Series) to the Amended and Restated Investment Advisory Agreement between the Trust and SSgA Funds Management, Inc. is filed herewith.

(d)(ix)		Sub-Advisory Agreement dated April 1, 2010 between SSgA Funds Management, Inc. and Nuveen Asset Management, with respect to the municipal bond ETFs, is incorporated herein by reference to Exhibit (d)(ix) of Post-Effective Amendment No. 49 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC on May 12, 2010.

(d)(x)		Sub-Advisory Agreement dated May 19, 2010 between SSgA Funds Management, Inc. and State Street Global Advisors LTD, with respect to SPDR Barclays Capital International Corporate Bond ETF, is incorporated herein by reference to Exhibit (d)(x) of Post-Effective Amendment No. 50 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC on May 19, 2010.

(d)(xi)		Appendix A to the Sub-Advisory Agreement between SSgA Funds Management, Inc. and State Street Global Advisors LTD, adding SPDR Barclays Capital Emerging Markets Local Bond ETF is incorporated herein by reference to Exhibit (d)(xi) of Post-Effective Amendment No. 57 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC on February 23, 2011.

(d)(xii)		Amendment to the Sub-Advisory Agreement between SSgA Funds Management, Inc. and Nuveen Asset Management, adding SPDR Nuveen S&P High Yield Municipal Bond ETF, is incorporated herein by reference to Exhibit (d)(xii) of Post-Effective Amendment No. 61 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC on April 13, 2011.

(e)(i)		Distribution Agreement dated September 22, 2000, between the Trust and State Street Global Markets, LLC (formerly, State Street Capital Markets, LLC), is incorporated herein by reference to Exhibit (e) of Pre-Effective Amendment No. 3 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC on September 25, 2000.

(e)(ii)		Amended Annex I (Schedule of Series) to the Distribution Agreement between the Trust and State Street Global Markets is filed herewith.

(f)		Not applicable.

(g)(i)		Custodian Agreement dated September 22, 2000, between the Trust and State Street Bank and Trust Company, is incorporated herein by reference to Exhibit (g) of Pre-Effective Amendment No. 3 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC on September 25, 2000.

(g)(ii)		Amendment dated October 14, 2005 to the Custodian Agreement dated September 22, 2000, between the Trust and State Street Bank and Trust Company, is incorporated herein by reference to Exhibit (g)(iv) of Post-Effective Amendment No. 13 to the Registrant’s Registration Statement on Form N-1A, a filed with the SEC on October 28, 2005.

(g)(iii)		Amended Schedule of Series to the Custodian Agreement between the Trust and State Street Bank and Trust Company is filed herewith.


Item 28.		Exhibits
(h)(i)		Administration Agreement dated September 22, 2000, between the Trust and State Street Bank and Trust Company, is incorporated herein by reference to Exhibit (h)(i) of Pre-Effective Amendment No. 3 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC on September 25, 2000.

(h)(ii)		Transfer Agency and Services Agreement dated September 22, 2000, between the Trust and State Street Bank and Trust Company, is incorporated herein by reference to Exhibit (h)(ii) of Pre-Effective Amendment No. 3 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC on September 25, 2000.

(h)(iii)		Addendum dated April 5, 2004 to Transfer Agency and Services Agreement dated September 22, 2000, between the Trust and State Street Bank and Trust Company, is incorporated herein by reference to Exhibit (h)(iii) of Post-Effective Amendment No. 13 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC on October 28, 2005.

(h)(iv)		Form of Participant Agreement is incorporated herein by reference to Exhibit (h)(iv) of Post-Effective Amendment No. 43 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC on August 26, 2009.

(h)(v)		Form of Investor Services Agreement is incorporated herein by reference to Exhibit (h)(iv) of Pre-Effective Amendment No. 3 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC on September 25, 2000.

(h)(vi)		Securities Lending Authorization Agreement dated November 28, 2007, between the Trust and State Street Bank and Trust Company, is incorporated herein by reference to Exhibit (h)(vi) of Post-Effective Amendment No. 34 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC on August 8, 2008.

(h)(vii)		Amended Exhibit A (Schedule of Series) to the Administration Agreement between the Trust and State Street Bank and Trust Company is filed herewith.

(h)(viii)		Amended Annex A (Schedule of Series) to the Transfer Agency Services Agreement between the Trust and State Street Bank and Trust Company is filed herewith.

(h)(ix)		Amended Schedule B (Schedule of Series) to the Securities Lending Authorization Agreement between the Trust and State Street Bank and Trust Company is filed herewith.

(i)		Opinion and Consent of Morgan, Lewis & Bockius LLP is filed herewith.

(j)		Consent of Independent Registered Public Accounting Firm is filed herewith.

(k)		Not applicable.

(l)		Subscription Agreement dated September 22, 2000, between the Trust and State Street Capital Markets, LLC, is incorporated herein by reference to Exhibit (l) of Pre-Effective Amendment No. 3 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC on September 25, 2000.

(m)		Distribution and Service Plan, as adopted on September 11, 2000, is incorporated herein by reference to Exhibit (m) of Post-Effective Amendment No. 8 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC on August 30, 2004.

(n)		Not applicable.

(p)(i)		Registrant’s Revised Code of Ethics, as adopted November 15, 2004 and revised February 23,


Item 28.		Exhibits
		2010, is incorporated herein by reference to Exhibit (p)(i) of Post-Effective Amendment No. 47 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC on March 5, 2010.

(p)(ii)		Code of Ethics of SSgA Funds Management, Inc., dated November 1, 2009 (which also applies to applicable reporting personnel of the Distributor), is incorporated herein by reference to Exhibit (p)(ii) of Post-Effective Amendment No. 45 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC on December 16, 2009.

(p)(iii)		The Tuckerman Group, in its capacity as investment sub-adviser to the Trust’s SPDR Dow Jones REIT ETF, has adopted the Code of Ethics of SSgA Funds Management, Inc., which is incorporated herein by reference to Exhibit (p)(ii) of Post-Effective Amendment No. 45 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC on December 16, 2009.

(p)(iv)		Code of Ethics of Nuveen Asset Management, in its capacity as investment sub-adviser to certain Funds of the Trust, is incorporated herein by reference to Exhibit (p)(iv) of Post-Effective Amendment No. 50 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC on May 19, 2010.

(p)(v)		Code of Ethics of State Street Global Advisors Limited, in its capacity as investment sub-adviser to certain Fund(s) of the Trust, is incorporated herein by reference to Exhibit (p)(v) of Post-Effective Amendment No. 50 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC on May 19, 2010.

(q)(i)		Powers of Attorney for Messrs. Kelly, Nesvet and Ross are incorporated herein by reference to Exhibit (q) of Post-Effective Amendment No. 32 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC on July 3, 2008.

(q)(ii)		Powers of Attorney for Ms. Boatman and Messrs. Churchill and Verboncoeur are incorporated herein by reference to Exhibit (q)(ii) of Post-Effective Amendment No. 49 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC on May 12, 2010.

Item 29. Persons Controlled By or Under Common Control With Registrant

The Board of Trustees of the Trust is the same as the board of the SPDR Index Shares Funds which also has SSgA Funds Management, Inc. as its investment adviser. In addition, the officers of the Trust are substantially identical to the officers of the SPDR Index Shares Funds. Nonetheless, the Trust takes the position that it is not under common control with other trusts because the power residing in the respective boards and officers arises as the result of an official position with the respective trusts.

Additionally, see the “Control Persons and Principal Holders of Securities” section of the Statement of Additional Information for a list of shareholders who own more than 5% of a specific fund’s outstanding shares and such information is incorporated by reference to this Item.

Item 30. Indemnification

Pursuant to Section 5.3 of the Registrant’s Amended and Restated Declaration of Trust and under Section 4.9 of the Registrant’s By-Laws, the Trust will indemnify any person who is, or has been, a Trustee, officer, employee or agent of the Trust against all expenses reasonably incurred or paid by him/her in connection with any claim, action, suit or proceeding in which he/she becomes involved as a party or otherwise by virtue of his/her being or having been a Trustee, officer, employee or agent and against

amounts paid or incurred by him/her in the settlement thereof, if he/she acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of the Trust, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his/her conduct was unlawful. In addition, indemnification is permitted only if it is determined that the actions in question did not render him/her liable by reason of willful misfeasance, bad faith or gross negligence in the performance of his/her duties or by reason of reckless disregard of his/her obligations and duties to the Registrant. The Registrant may also advance money for litigation expenses provided that Trustees, officers, employees and/or agents give their undertakings to repay the Registrant unless their conduct is later determined to permit indemnification.

Pursuant to Section 5.2 of the Registrant’s Amended and Restated Declaration of Trust, no Trustee, officer, employee or agent of the Registrant shall be liable for any action or failure to act, except in the case of willful misfeasance, bad faith or gross negligence or reckless disregard of duties to the Registrant. Pursuant to paragraph 9 of the Registrant’s Investment Advisory Agreement, the Adviser shall not be liable for any action or failure to act, except in the case of willful misfeasance, bad faith or gross negligence or reckless disregard of duties to the Registrant.

Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions of Rule 484 under the Act, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

The Registrant hereby undertakes that it will apply the indemnification provision of its by-laws in a manner consistent with Release 11330 of the Securities and Exchange Commission under the Investment Company Act of 1940, so long as the interpretation of Sections 17(h) and 17(i) of such Act remains in effect.

The Registrant maintains insurance on behalf of any person who is or was a Trustee, officer, employee or agent of Registrant, or who is or was serving at the request of Registrant as a trustee, director, officer, employee or agent of another trust or corporation, against any liability asserted against him/her and incurred by him/her or arising out of his/her position. However, in no event will Registrant maintain insurance to indemnify any such person for any act for which Registrant itself is not permitted to indemnify him/her.

Item 31. Business And Other Connections of Investment Adviser

Any other business, profession, vocation or employment of a substantial nature in which each director or principal officer of each investment adviser is or has been, at any time during the last two fiscal years, engaged for his or her own account or in the capacity of director, officer, employee, partner or trustee are as follows:

SSgA Funds Management, Inc. (“SSgA FM” or the “Adviser”) serves as the investment adviser for each series of the Trust. SSgA FM is a wholly-owned subsidiary of State Street Corporation, a publicly held bank holding company. SSgA FM and other advisory affiliates of State Street Corporation make up State

Street Global Advisors (“SSgA”), the investment arm of State Street Corporation. The principal address of the Adviser is State Street Financial Center, One Lincoln Street, Boston, Massachusetts 02111. SSgA FM is an investment adviser registered under the Investment Advisers Act of 1940.


	Capacity
Name	With Adviser	Business Name and Address of Other Position
Juan C. Morales	Treasurer	Senior Managing Director and Chief Financial Officer, State Street Global Advisors, a division of State Street Bank and Trust Company, Boston, MA

Phillip S. Gillespie	Director and Chief Legal Officer	Executive Vice President and General Counsel, State Street Global Advisors, a division of State Street Bank and Trust Company, Boston, MA

Shawn Johnson	Director	Senior Managing Director, State Street Global Advisors, a division of State Street Bank and Trust Company, Boston, MA

James E. Ross	President & Director	Senior Managing Director, State Street Global Advisors, a division of State Street Bank and Trust Company, Boston, MA

Michael P. Fay	Chief Compliance Officer	Senior Managing Director, State Street Global Advisors, a division of State Street Bank and Trust Company, Boston, MA

Ellen Needham	Chief Operating Officer	Senior Managing Director, State Street Global Advisors, a division of State Street Bank and Trust Company, Boston, MA

Cuan F.H. Coulter	Director	Chief Compliance Officer of State Street Corporation, Boston, MA. Prior to April 18, 2011, Mr. Coulter was Senior Vice President and Chief Compliance Officer, State Street Global Advisors, a division of State Street Bank and Trust Company, Boston, MA

The Tuckerman Group LLC (“Tuckerman”) serves as the investment adviser for the Trust’s SPDR Dow Jones REIT ETF. Since its organization on April 28, 1999, Tuckerman has provided investment management services to institutional investors and other mutual funds. The principal business address of Tuckerman is 4 International Drive, Suite 230, Rye Brook, New York 10573. Tuckerman is an investment adviser registered under the Investment Advisers Act of 1940.


	Capacity
Name	With Tuckerman	Business Name and Address of Other Position
Charles Lauckhardt	Director	Managing Member of Carpathia Real Estate Advisors, LLC, Rye Brook, New York (“Carpathia”)

Steven de Bara	Vice	Chief Financial Officer of Carpathia


	Capacity
Name	With Tuckerman	Business Name and Address of Other Position
	President/Chief Compliance Officer

Glen Weisberg	Director	Portfolio Manager of Carpathia

Jared Chase	Director	Senior Managing Director, State Street Global Advisors, a division of State Street Bank and Trust Company, Boston, MA, and Chairman of State Street Global Alliance, LLC, Boston, MA

Stephen Marshall	Director	Vice President, State Street Global Advisors, a division of State Street Bank and Trust Company, Boston, MA, and Vice President of State Street Global Alliance, LLC, Boston, MA

Shawn Johnson	Director	Senior Managing Director, State Street Global Advisors, a division of State Street Bank and Trust Company, Boston, MA

Nuveen Asset Management (“NAM”) serves as investment adviser or manager to SPDR Nuveen Barclays Capital Municipal Bond ETF, SPDR Nuveen Barclays Capital California Municipal Bond ETF, SPDR Nuveen Barclays Capital New York Municipal Bond ETF, SPDR Nuveen Barclays Capital Short Term Municipal Bond ETF, SPDR Nuveen S&P VRDO Municipal Bond ETF and SPDR Nuveen Barclays Capital Build America Bond ETF. The principal business address for all of these investment companies is 333 West Wacker Drive, Chicago, Illinois 60606.


	Position and Offices with	Other Business, Profession, Vocation or
Name	Nuveen Asset Management	Employment During Past Two Years
Thomas J. Schreier, Jr.	Chairman	Vice Chairman of Nuveen Investments, Inc.; Co- President of Nuveen Fund Advisors, Inc.; Co-Chief Executive Officer of Nuveen Securities, LLC; formerly, Chief Executive Officer and Chief Investment Officer of FAF Advisors, formerly, President, First American Funds.

William T. Huffman	President	Previously, Chairman, President and Chief Executive Officer (2002-2007) of Northern Trust Global Advisors, Inc. and Chief Executive Officer (2007) of Northern Trust Global Investments Limited; CPA.

John L. MacCarthy	Executive Vice President and Secretary	Director, Executive Vice President and Secretary of Nuveen Fund Advisors, Inc.; Executive Vice President (since 2008), Secretary and General Counsel (since 2006) of Nuveen Investments, Inc.; Executive Vice President (since 2008) and Secretary (2006) of Nuveen Investments Advisers Inc., Nuveen Securities, LLC, Nuveen Investments Holdings, Inc.; Vice President and Secretary of NWQ Investment Management Company, LLC, Tradewinds Global Investors, LLC, Symphony Asset Management, LLC, Nuveen HydePark Group, LLC and Nuveen Investment Solutions, Inc.; Director, Vice President and Secretary of Winslow Capital Management, Inc.

Charles R. Manzoni, Jr.	Managing Director and General Counsel	Managing Director and General Counsel of Nuveen Securities, LLC; formerly, Chief Risk Officer, Secretary, General Counsel, director on Board of Directors of FAF Advisors.


	Position and Offices with	Other Business, Profession, Vocation or
Name	Nuveen Asset Management	Employment During Past Two Years
Sherri A. Hlavacek	Managing Director and Corporate Controller	Managing Director and Corporate Controller of Nuveen Securities, Inc., Nuveen Investments, LLC, Nuveen Investments Advisers Inc., Nuveen Investments Holdings, Inc. and (since 2011) Nuveen Fund Advisors, Inc.; Vice President and Controller of Nuveen Investment Solutions, Inc., NWQ Investment Management Company, LLC, NWQ Holdings, LLC, Santa Barbara Asset Management, LLC, Tradewinds Global Investors, LLC, Symphony Asset Management LLC and Nuveen HydePark Group, LLC; Certified Public Accountant.

Mary E. Keefe	Managing Director and Chief Compliance Officer	Managing Director and Chief Compliance Officer (since 2011) of Nuveen Fund Advisors, Inc.; Managing Director (since 2004) and Director of Compliance of Nuveen Investments, Inc.; Managing Director and Chief Compliance Officer of Nuveen Securities, LLC, Nuveen Investments Advisers Inc., Symphony Asset Management LLC, Santa Barbara Asset Management, LLC, Nuveen Investment Solutions, Inc. and Nuveen HydePark Group, LLC; Vice President and Assistant Secretary
		of Winslow Capital Management, Inc. and NWQ Holdings, LLC.

State Street Global Advisors Limited (“SSgA Limited”) serves as the sub-investment manager for the SPDR Barclays Capital International Corporate Bond ETF. SSgA Limited is a wholly-owned subsidiary of State Street Global Advisors International Holdings, which is a direct subsidiary of State Street Global Advisors Inc. State Street global Advisors Inc is a direct subsidiary of State Street Corporation, a publicly held bank holding company. The registered office and principal address of SSgA Limited is 20 Churchill Place, London E14 5HJ. SSgA Limited is authorized and regulated by the Financial Services Authority in the United Kingdom.


	Capacity
Name	With Adviser	Business Name and Address of Other Position
Michael Karpik	Director	Senior Vice President, Senior Managing Director, Head of Investments and Fund Products, State Street Global Advisors, a division of State Street Bank and Trust Company, Boston, MA

Richard Lacaille	Director	Executive Vice President, Chief Investment Officer, State Street Global Advisors, a division of State Street Bank and Trust Company, Boston, MA


	Capacity
Name	With Adviser	Business Name and Address of Other Position
Nicholas Pearce	Director	Vice President and Financial Director, State Street Global Advisors, a division of State Street Bank and Trust Company, Boston, MA; Director, State Street Global Advisors France, S.A., Paris.

Alex Castle	Director	Vice President, Head of European Investment Operations, State Street Global Advisors, a division of State Street Bank and Trust Company, Boston, MA

Benoit Fally	Director	Senior Vice President, Senior Managing Director, State Street Global Advisors, a division of State Street Bank and Trust Company, Boston, MA; Director, State Street Global Advisors France, S.A., Paris

See “Management” in the applicable Prospectus and “Management of the Trust” in the applicable Statement of Additional Information for information regarding the business of SSgA FM, Tuckerman, NAM and SSgA LTD. For information regarding broker-dealers and investment advisers affiliated with the SSgA FM, Tuckerman, NAM and SSgA LTD, reference is made to SSgA FM’s, Tuckerman’s, NAM’s and SSgA LTD’s respective Form ADV, as amended, filed with the SEC and incorporated herein by reference.

Item 32 Principal Underwriters

(a)

State Street Global Markets, LLC, State Street Financial Center, One Lincoln Street, Boston, Massachusetts 02111, serves as the Trust’s principal underwriter and also serves as the principal underwriter for the following investment companies: SPDR Index Shares Funds, State Street Institutional Investment Trust and SSgA Funds.

(b)

The following is a list of the executive officers, directors and partners of State Street Global Markets, LLC (except as noted, none of the persons set forth below holds a position or office with the Trust):


Nicolas J. Bonn Vincent Manzi William Helfrich Howard Fairweather Stefan Gavell Aditya Mohan Anthony Rochte Mark Snyder R. Bryan Woodard		Chief Executive Officer, Chief Operations Officer and Director Chief Compliance Officer Treasurer and FINOP Director Director Director Director (Vice President of the Trust) Director Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all of the requirements for effectiveness of this registration statement under Rule 485(b) under the Securities Act and has caused this amendment to the registration statement to be signed on its behalf by the undersigned, duly authorized, in the City of Boston and Commonwealth of Massachusetts on the 28th day of October, 2011.


	SPDR^® SERIES TRUST
	By:	/s/ James E. Ross
		James E. Ross
		President

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, this amendment to the registration statement has been signed below by the following persons in the capacities and on the date indicated:


SIGNATURES	TITLE	DATE

/s/ Bonny E. Boatman*	Trustee	October 28 , 2011
Bonny E. Boatman

/s/ Dwight D. Churchill*	Trustee	October 28, 2011
Dwight D. Churchill

/s/ David M. Kelly*	Trustee	October 28, 2011
David M. Kelly

/s/ Frank Nesvet*	Trustee	October 28, 2011
Frank Nesvet

/s/ Carl G. Verboncoeur*	Trustee	October 28, 2011
Carl G. Verboncoeur

/s/ James E. Ross	Trustee, President and Principal Executive Officer	October 28, 2011
James E. Ross	Trustee, President and Principal Executive Officer

/s/ Chad C. Hallett	Treasurer and Principal Financial Officer	October 28, 2011
Chad C. Hallett



	*By:	/s/ Ryan M. Louvar
		Ryan M. Louvar
		As Attorney-in-Fact Pursuant to Power of Attorney


(d)(iii)		Fee Waiver Letter Agreement
(d)(vii)		Revised Exhibit A to the Amended and Restated Investment Advisory Agreement
(e)(ii)		Amended Annex I to the Distribution Agreement
(g)(iii)		Amended Schedule of Series to the Custodian Agreement
(h)(vii)		Amended Exhibit A to the Administration Agreement
(h)(viii)		Amended Exhibit A to the Transfer Agency Services Agreement
(h)(ix)		Amended Exhibit B to the Securities Lending Authorization Agreement
(i)		Opinion and Consent of Morgan, Lewis & Bockius LLP
(j)		Consent of Ernst & Young LLP