SPDR INDEX SHARES FUNDS
SPDR® INDEX SHARES FUNDS (THE TRUST)
STATEMENT OF ADDITIONAL INFORMATION
January 31, 2023
This Statement of Additional Information (SAI) is not a prospectus. With respect to each of the Trust's series listed below, this SAI should be read in conjunction with the prospectus dated January 31, 2023 (the Prospectus), as may be revised from time to time.
ETF
TICKER
SPDR BLOOMBERG SASB DEVELOPED MARKETS EX US ESG SELECT ETF
RDMX
SPDR BLOOMBERG SASB EMERGING MARKETS ESG SELECT ETF
REMG
SPDR DOW JONES GLOBAL REAL ESTATE ETF
RWO
SPDR DOW JONES INTERNATIONAL REAL ESTATE ETF
RWX
SPDR EURO STOXX 50 ETF
FEZ
SPDR MSCI ACWI CLIMATE PARIS ALIGNED ETF (FORMERLY, SPDR MSCI ACWI LOW CARBON TARGET ETF)
NZAC
SPDR MSCI ACWI EX-US ETF
CWI
SPDR MSCI EAFE FOSSIL FUEL RESERVES FREE ETF
EFAX
SPDR MSCI EAFE® STRATEGICFACTORS ETF
QEFA
SPDR MSCI EMERGING MARKETS FOSSIL FUEL RESERVES FREE ETF
EEMX
SPDR MSCI EMERGING MARKETS STRATEGICFACTORS ETF
QEMM
SPDR MSCI WORLD STRATEGICFACTORS ETF
QWLD
SPDR PORTFOLIO DEVELOPED WORLD EX-US ETF
SPDW
SPDR PORTFOLIO EMERGING MARKETS ETF
SPEM
SPDR PORTFOLIO EUROPE ETF
SPEU
SPDR PORTFOLIO MSCI GLOBAL STOCK MARKET ETF
SPGM
SPDR S&P CHINA ETF
GXC
SPDR S&P® EMERGING ASIA PACIFIC ETF
GMF
SPDR S&P EMERGING MARKETS DIVIDEND ETF
EDIV
SPDR S&P EMERGING MARKETS SMALL CAP ETF
EWX
SPDR S&P GLOBAL DIVIDEND ETF
WDIV
SPDR S&P GLOBAL INFRASTRUCTURE ETF
GII
SPDR S&P GLOBAL NATURAL RESOURCES ETF
GNR
SPDR S&P INTERNATIONAL DIVIDEND ETF
DWX
SPDR S&P INTERNATIONAL SMALL CAP ETF
GWX
SPDR S&P NORTH AMERICAN NATURAL RESOURCES ETF
NANR
Principal U.S. Listing Exchange for each ETF: NYSE Arca, Inc. (except the SPDR MSCI ACWI Climate Paris Aligned ETF (NZAC) is listed on The Nasdaq Stock Market LLC)
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 September 30, 2022 may be obtained without charge by writing to State Street Global Advisors Funds Distributors, LLC, the Trust's principal underwriter (referred to herein as Distributor or Principal Underwriter), One Iron Street, Boston, Massachusetts 02210, by visiting the Trust's website at https://www.ssga.com/spdrs or by calling 1-866-787-2257. The Reports 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 September 30, 2022 are incorporated by reference into this SAI.
SPDRISFDSAI
1

TABLE OF CONTENTS
2

General Description of the Trust
The Trust is an open-end management investment company, registered under the Investment Company Act of 1940, as amended (the 1940 Act), consisting of multiple investment series (each, a Fund and collectively, the Funds). The Trust was organized as a Massachusetts business trust on February 14, 2002. The offering of each 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 the price and yield performance, of a specified market index (each an Index and together the Indexes). SSGA Funds Management, Inc. (SSGA FM or the Adviser) serves as the investment adviser for each Fund, as further described herein.
Each Fund offers and issues Shares at their net asset value (sometimes referred to herein as NAV) only in aggregations of a specified number of Shares (each, a Creation Unit). Each Fund generally offers and issues Shares in exchange for (i) a basket of securities designated by the Fund (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 for either (i) portfolio securities and a specified cash payment or (ii) cash (subject to applicable legal requirements).
Shares may be issued in advance of receipt of Deposit Securities subject to various conditions including a requirement to maintain on deposit with the Trust cash at least equal to a specified percentage of the market value of the missing Deposit Securities as set forth in the Participant Agreement (as defined below). See Purchase and Redemption of Creation Units. The Trust may impose a transaction fee for each creation or redemption. In all cases, such fees will be limited in accordance with the requirements of the U.S. Securities and Exchange Commission (SEC) applicable to management investment companies offering redeemable securities. In addition to the fixed creation or redemption transaction fee, an additional transaction fee of up to three times the fixed creation or redemption transaction fee and/or an additional variable charge may apply.
Investment Policies
Each Fund may invest in the following types of investments, consistent with its investment strategies and objective. Please see the Funds' Prospectus for additional information regarding its principal investment strategies.
DIVERSIFICATION STATUS
The following table sets forth the diversification classification of each of Fund:
Diversified Funds
Non-Diversified Funds
SPDR Dow Jones Global Real Estate ETF
SPDR Bloomberg SASB Developed Markets Ex US ESG
Select ETF
SPDR Dow Jones International Real Estate ETF
SPDR Bloomberg SASB Emerging Markets ESG Select
ETF
SPDR EURO STOXX 50 ETF
SPDR MSCI Emerging Markets Fossil Fuel Reserves Free
ETF
SPDR MSCI ACWI Climate Paris Aligned ETF
SPDR S&P China ETF
SPDR MSCI ACWI ex-US ETF
SPDR S&P Emerging Asia Pacific ETF
SPDR MSCI EAFE Fossil Fuel Reserves Free ETF
SPDR S&P North American Natural Resources ETF
SPDR MSCI EAFE StrategicFactors ETF
 
SPDR MSCI Emerging Markets StrategicFactors ETF
 
3

Diversified Funds
Non-Diversified Funds
SPDR MSCI World StrategicFactors ETF
 
SPDR Portfolio Developed World ex-US ETF
 
SPDR Portfolio Emerging Markets ETF
 
SPDR Portfolio Europe ETF
 
SPDR Portfolio MSCI Global Stock Market ETF
 
SPDR S&P Emerging Markets Dividend ETF
 
SPDR S&P Emerging Markets Small Cap ETF
 
SPDR S&P Global Dividend ETF
 
SPDR S&P Global Infrastructure ETF
 
SPDR S&P Global Natural Resources ETF
 
SPDR S&P International Dividend ETF
 
SPDR S&P International Small Cap ETF
 
 
 
Under the 1940 Act, a diversified investment company, as to 75% of its total assets, may not purchase securities of any issuer (other than securities issued or guaranteed by the U.S. government, its agents or instrumentalities or securities of other investment companies) if, as a result, more than 5% of its total assets would be invested in the securities of such issuer, or more than 10% of the issuer's outstanding voting securities would be held by the investment company. 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 non-diversified 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 a Fund and, therefore, the securities may constitute a greater portion of the Fund's portfolio. This may have an adverse effect on the Fund's performance or subject the Fund's Shares to greater price volatility than more diversified investment companies.
Each Fund seeks to track the performance of its respective Index. The composition of each Index may fluctuate between non-diversified and diversified solely due to changes in weightings of one or more Index components. As a result, a Fund's diversification status may also fluctuate between non-diversified and diversified depending on the composition of, and to approximately the same extent as, its respective Index. To the extent a diversified Fund becomes non-diversified solely as a result of tracking its Index (e.g., changes in weightings of one or more component securities), it will not seek shareholder approval if and when the Fund shifts from diversified to non-diversified.
Each Fund (whether diversified or non-diversified for purposes of the 1940 Act) intends to maintain the required level of diversification and otherwise conduct its operations so as to qualify as a regulated investment company (RIC) for purposes of the Internal Revenue Code of 1986, as amended (the Internal Revenue Code), and to relieve the 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 the Fund will meet its investment objective.
COMMERCIAL PAPER
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.
COMMON STOCK
Risks inherent in investing in equity securities include the risk that the financial condition of issuers may become impaired or that the general condition of the stock market may deteriorate (either of which may cause a decrease in the value of a Fund's portfolio securities and therefore a decrease in the value of Shares of the Fund). Common stock is susceptible to
4

general stock market fluctuation and to volatile increases and decreases in value as market confidence and perceptions 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 or banking crises.
Holders of common stock incur more risk than holders of preferred stock 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 stock 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 stock which typically has a liquidation preference and which may have stated optional or mandatory redemption provisions, common stock has neither a fixed principal amount nor a maturity. Common stock values are subject to market fluctuations as long as the common stock remains outstanding.
CONCENTRATION
Each Fund will concentrate its investments in securities of issuers in the same industry as may be necessary to approximate the composition of the Fund's underlying Index. The securities of issuers in particular industries may dominate the benchmark Index of a Fund and consequently a 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. The Trust's general policy is to exclude securities of the U.S. government and its agencies or instrumentalities when measuring industry concentration.
In pursuing its objective, each Fund may hold the securities of a single issuer in an amount exceeding 10% of the market value of the outstanding securities of the issuer, subject to restrictions imposed by the Internal Revenue Code. In particular, as a 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.
CONVERTIBLE SECURITIES
Convertible securities are bonds, debentures, notes, preferred stock 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 stock. Convertible securities generally provide yields higher than the underlying common stock, 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 stock and interest rates. When the underlying common stock declines 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 stock rises 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 stock. 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.
EXCHANGE-TRADED FUNDS
Each Fund may invest in other exchange-traded funds (ETFs) (including ETFs managed by the Adviser). ETFs may be structured as investment companies that are registered under the 1940 Act, typically as open-end funds or unit investment trusts. These ETFs are generally based on specific domestic and foreign market securities indices. An index-based ETF seeks to provide investment results that match the performance of an index by holding in its portfolio either the contents of the index or a representative sample of the securities in the index. An actively-managed ETF invests in securities based on an adviser's investment strategy. An enhanced ETF seeks to provide investment results that match a positive or
5

negative multiple of the performance of an underlying index. In seeking to provide such results, an ETF and, in particular, an enhanced ETF, may engage in short sales of securities included in the underlying index and may invest in derivatives instruments, such as equity index swaps, futures contracts, and options on securities, futures contracts, and stock indices. Alternatively, ETFs may be structured as grantor trusts or other forms of pooled investment vehicles that are not registered or regulated under the 1940 Act. These ETFs typically hold commodities, precious metals, currency or other non-securities investments. ETFs, like mutual funds, have expenses associated with their operation, such as advisory and custody fees. When a Fund invests in an ETF, in addition to directly bearing expenses associated with its own operations, including the brokerage costs associated with the purchase and sale of shares of the ETF, the Fund will bear a pro rata portion of the ETF's expenses. In addition, it may be more costly to own an ETF than to directly own the securities or other investments held by the ETF because of ETF expenses. The risks of owning shares of an ETF generally reflect the risks of owning the underlying securities or other investments held by the ETF, although lack of liquidity in the market for the shares of an ETF could result in the ETF's value being more volatile than the underlying securities or other investments.
FOREIGN CURRENCY TRANSACTIONS
Each Fund may conduct foreign currency transactions on a spot (i.e., cash) or forward basis (i.e., by entering into forward contracts to purchase or sell foreign currencies). Although foreign exchange dealers generally do not charge a fee for such conversions, they do realize a profit based on the difference between the prices at which they are buying and selling various currencies. Thus, a dealer may offer to sell a foreign currency at one rate, while offering a lesser rate of exchange should the counterparty desire to resell that currency to the dealer. Forward contracts are customized transactions that generally require a specific amount of a currency to be delivered at a specific exchange rate on a specific date or range of dates in the future, although the Funds 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. While foreign currency transactions on a spot and forward basis are exempt from the definition of swap under the Commodity Exchange Act (CEA), NDFs are not, and, thus, are subject to the jurisdiction of the Commodity Futures Trading Commission (CFTC). 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. In the event that the parties to a forward contract agree to offset or terminate the contract before its maturity, the contract is no longer exempt from the definition of swap under the CEA and shall be treated as a swap. At the discretion of the Adviser, the Funds may enter into forward currency exchange contracts for hedging purposes to help reduce the risks and volatility caused by changes in foreign currency exchange rates, or to gain exposure to certain currencies in an effort to track the composition of the applicable Index. When used for hedging purposes, they tend to limit any potential gain that may be realized if the value of a Fund's foreign holdings increases because of currency fluctuations.
FUTURES CONTRACTS, OPTIONS AND SWAP AGREEMENTS
Each Fund may invest up to 20% of its assets in derivatives, including exchange-traded futures on indices, exchange-traded futures on Treasuries or Eurodollars, U.S. exchange-traded or OTC put and call options contracts and exchange-traded or OTC swap transactions (including NDFs, interest rate swaps, total return swaps, excess return swaps, and credit default swaps).
Futures and Options on Futures: 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. A futures contract on an index is an agreement pursuant to which two parties agree to take or make delivery of an amount of cash equal to the difference between the value of the index at the close of the last trading day of the contract and the price at which the index contract originally was written. Although the value of an index might be a function of the value of certain specified securities, physical delivery of these securities is not always made. A public market exists in futures contracts covering a number of indexes, as well as financial instruments, including, without limitation: U.S. Treasury bonds; U.S. Treasury notes; GNMA Certificates; three-month U.S. Treasury bills; 90-day commercial paper; bank certificates of deposit; Eurodollar certificates of deposit; the Australian Dollar; the Canadian Dollar; the British Pound; the Japanese Yen; the Swiss Franc; the Mexican Peso; and certain multinational currencies, such as the Euro. It is expected that other futures contracts will be developed and traded in the future. Futures contracts are standardized as to maturity date and underlying instrument and are traded on futures exchanges.
6

The Funds may purchase and write (sell) call and put options on futures. Options on futures give the holder the right, in return for the premium paid, to assume a long position (call) or short position (put) in a futures contract at a specified exercise price upon expiration of, or at any time during the period of, the option. Upon exercise of a call option, the holder acquires a long position in the futures contract and the writer is assigned the opposite short position. In the case of a put option, the opposite is true.
A Fund is required to make a good faith margin deposit in cash or U.S. government securities (or other eligible collateral) 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 price changes, additional payments 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. Although some futures contracts call for making or taking delivery of the underlying commodity, generally these obligations are closed out prior to delivery by offsetting purchases or sales of matching futures contracts (involving the same exchange, underlying commodity, security or index and delivery month). If an offsetting purchase price is less than the original sale price, the Fund realizes a capital gain, or if it is more, the Fund realizes a capital loss. Conversely, if an offsetting sale price is more than the original purchase price, the Fund realizes a capital gain, or if it is less, the Fund realizes a capital loss. The transaction costs also must be included in these calculations.
Options: 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.
Short Sales Against the Box: The Funds may engage in short sales against the box. In a short sale against the box, a Fund agrees to sell at a future date a security that it either contemporaneously owns or has the right to acquire at no extra cost. If the price of the security has declined at the time the Fund is required to deliver the security, the Fund will benefit from the difference in the price. If the price of the security has increased, the Fund will be required to pay the difference.
Swap Transactions: Each Fund may enter into swap transactions, including interest rate swap, credit default swap, NDF, and total return swap transactions. Swap transactions 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 transactions 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. Swaps may be used in conjunction with other instruments to offset interest rate, currency or other underlying risks. For example, interest rate swaps may be offset with caps, floors or collars. A cap is essentially a call option which places a limit on the amount of floating rate interest that must be paid on a certain principal amount. A floor is essentially a put option which places a limit on the minimum amount that would be paid on a certain principal amount. A collar is essentially a combination of a long cap and a short floor where the limits are set at different levels.
The use of swap transactions by a Fund entails certain risks, which may be different from, or possibly greater than, the risks associated with investing directly in the securities and other investments that are the referenced asset for the swap agreement. Swaps are highly specialized instruments that require investment techniques, risk analyses, and tax planning different from those associated with stocks, bonds, and other traditional investments. 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 the possible market conditions. Because some swap transactions have a leverage component, adverse changes in the value or level of the underlying asset, reference rate, or index can result in a loss substantially greater than the amount invested in the swap itself. Certain swaps have the potential for unlimited loss, regardless of the size of the initial investment.
7

Bilateral OTC transactions differ from exchange-traded or cleared derivatives transactions in several respects. Bilateral OTC transactions are transacted directly with dealers and not with a clearing corporation. Without the availability of a clearing corporation, bilateral OTC transaction pricing is normally done by reference to information from market makers and/or available index data, which information is carefully monitored by the Adviser and verified in appropriate cases. As bilateral OTC transactions are entered into directly with a dealer, there is a risk of nonperformance by the dealer as a result of its insolvency or otherwise. Under regulations adopted by the CFTC and federal banking regulators (Margin Rules), a Fund is required to post collateral (known as variation margin) to cover the mark-to-market exposure in respect of its uncleared swaps. The Margin Rules also mandate that collateral in the form of initial margin be posted to cover potential future exposure attributable to uncleared swap transactions. In the event a Fund is required to post collateral in the form of initial margin or variation margin in respect of its uncleared swap transactions, all such collateral will be posted with a third party custodian pursuant to a triparty custody agreement between the Fund, its dealer counterparty and an unaffiliated custodian.
The requirement to execute certain OTC derivatives contracts on exchanges or electronic trading platforms called swap execution facilities (SEFs) may offer certain advantages over traditional bilateral OTC trading, such as ease of execution, price transparency, increased liquidity and/or favorable pricing. However, SEF trading may make it more difficult and costly for a Fund to enter into highly tailored or customized transactions and may result in additional costs and risks. Market participants such as the Funds that execute derivatives contracts through a SEF, whether directly or through a broker intermediary, are required to submit to the jurisdiction of the SEF and comply with SEF and CFTC rules and regulations which impose, among other things disclosure and recordkeeping obligations. In addition, a Fund will generally incur SEF or broker intermediary fees when it trades on a SEF. A Fund may also be required to indemnify the SEF or broker intermediary for any losses or costs that may result from the Fund's transactions on the SEF.
Total Return Swaps: A Fund may enter into total return swap transactions for investment purposes. Total return swaps are transactions in which one party agrees to make periodic payments based on the change in market value of the underlying assets, which may include a specified security, basket of securities or security indexes during the specified period, in return for periodic payments based on a fixed or variable interest rate of the total return from other underlying assets. Total return swaps may be used to obtain exposure to a security or market without owning or taking physical custody of such security or market, including in cases in which there may be disadvantages associated with direct ownership of a particular security. In a typical total return equity swap, payments made by a Fund or the counterparty are based on the total return of a particular reference asset or assets (such as an equity security, a combination of such securities, or an index). That is, one party agrees to pay another party the return on a stock, basket of stocks, or stock index in return for a specified interest rate. By entering into an equity index swap, for example, the index receiver can gain exposure to stocks making up the index of securities without actually purchasing those stocks. Total return swaps involve not only the risk associated with the investment in the underlying securities, but also the risk of the counterparty not fulfilling its obligations under the agreement.
Credit Default Swaps: A Fund may enter into credit default swap transactions for investment purposes. A credit default swap transaction may have as reference obligations one or more securities that are not currently held by the Fund. A Fund may be either the protection buyer or protection seller in the transaction. Credit default swaps may also be structured based on the debt of a basket of issuers, rather than a single issuer, and may be customized with respect to the default event that triggers purchase or other factors. As a protection seller, a Fund would generally receive an upfront payment or a fixed rate of income throughout the term of the swap, which typically is between six months and three years, provided that there is no credit event. If a credit event occurs, generally the protection seller must pay the protection buyer the full face amount of the reference obligations that may have little or no value. If a Fund were a protection buyer and no credit event occurred during the term of the swap, the Fund would recover nothing if the swap were held through its termination date. However, if a credit event occurred, the protection buyer may elect to receive the full notional value of the swap in exchange for an equal face amount of the reference obligation that may have little or no value. Where a Fund is the protection buyer, credit default swaps involve the risk that the seller may fail to satisfy its payment obligations to the Fund in the event of a default. The purchase of credit default swaps involves costs, which will reduce a Fund's return.
Currency Swaps: A Fund may enter into currency swap transactions for investment purposes. Currency swaps are similar to interest rate swaps, except that they involve multiple currencies. A Fund may enter into a currency swap when it has exposure to one currency and desires exposure to a different currency. Typically, the interest rates that determine the currency swap payments are fixed, although occasionally one or both parties may pay a floating rate of interest. Unlike an interest rate swap, however, the principal amounts are exchanged at the beginning of the contract and returned at the end
8

of the contract. In addition to paying and receiving amounts at the beginning and end of the transaction, both sides will have to pay in full on a periodic basis based upon the currency they have borrowed. Change in foreign exchange rates and changes in interest rates, as described above, may negatively affect currency swaps.
Interest Rate Swaps: A Fund may enter into an interest rate swap in an effort to protect against declines in the value of fixed income securities held by the Fund. In such an instance, the Fund may agree to pay a fixed rate (multiplied by a notional amount) while a counterparty agrees to pay a floating rate (multiplied by the same notional amount). If interest rates rise, resulting in a diminution in the value of the Fund's portfolio, the Fund would receive payments under the swap that would offset, in whole or in part, such diminution in value.
Options on Swaps: An option on a swap agreement, or a swaption, is a contract that gives a counterparty the right (but not the obligation) to enter into a new swap agreement or to shorten, extend, cancel or otherwise modify an existing swap agreement, at some designated future time on specified terms. In return, the purchaser pays a premium to the seller of the contract. The seller of the contract receives the premium and bears the risk of unfavorable changes on the underlying swap. A Fund may write (sell) and purchase put and call swaptions. A Fund may also enter into swaptions on either an asset-based or liability-based basis, depending on whether the Fund is hedging its assets or its liabilities. A Fund may write (sell) and purchase put and call swaptions to the same extent it may make use of standard options on securities or other instruments. A Fund may enter into these transactions primarily to preserve a return or spread on a particular investment or portion of its holdings, as a duration management technique, to protect against an increase in the price of securities the Fund anticipates purchasing at a later date, or for any other purposes, such as for speculation to increase returns. Swaptions are generally subject to the same risks involved in a Fund's use of options.
Depending on the terms of the particular option agreement, a Fund will generally incur a greater degree of risk when it writes a swaption than it will incur when it purchases a swaption. When a Fund purchases a swaption, it risks losing only the amount of the premium it has paid should it decide to let the option expire unexercised. However, when a Fund writes a swaption, upon exercise of the option the Fund will become obligated according to the terms of the underlying agreement.
Government Regulation: The Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act) that was signed into law on July 21, 2010 created a new statutory framework that comprehensively regulated the over-the-counter (OTC) derivatives markets for the first time. Prior to the Dodd-Frank Act, the OTC derivatives markets were traditionally traded on a bilateral basis (so-called bilateral OTC transactions). Under the Dodd-Frank Act, certain OTC derivatives transactions are now required to be centrally cleared and traded on SEFs.
On October 28, 2020, the SEC adopted Rule 18f-4 (the Derivatives Rule) under the 1940 Act which replaced prior SEC and staff guidance with an updated, comprehensive framework for registered funds' use of derivatives. The Derivatives Rule permits a Fund to enter into derivatives transactions and certain other transactions notwithstanding the restrictions on the issuance of senior securities under Section 18 of the 1940 Act. The Derivatives Rule requires the Funds to trade derivatives and certain other instruments that create future payment or delivery obligations subject to a value-at-risk (VaR) leverage limit, develop and implement a derivatives risk management program and new testing requirements, and comply with new requirements related to board and SEC reporting. These requirements apply unless a Fund qualifies as a limited derivatives user, as defined in the Derivatives Rule. Complying with the Derivatives Rule may increase the cost of a Fund's investments and cost of doing business, which could adversely affect investors. Other new regulations could adversely affect the value, availability and performance of certain derivative instruments, may make them more costly, and may limit or restrict their use by the Funds.
Regulation Under the Commodity Exchange Act: Each Fund intends to use commodity interests, such as futures, swaps and options on futures in accordance with Rule 4.5 of the CEA. A Fund may use exchange-traded futures and options on futures, together with positions in cash and money market instruments, to simulate full investment in its underlying Index. Exchange-traded futures and options on futures contracts may not be currently available for an Index. 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. An exclusion from the definition of the term commodity pool operator has been claimed with respect to each series of the Trust in accordance with Rule 4.5 such that registration or regulation as a commodity pool operator under the CEA is not necessary.
Restrictions on Trading in Commodity Interests: Each Fund reserves the right to engage in transactions involving futures, options thereon and swaps to the extent allowed by the CFTC regulations in effect from time to time and in accordance with a Fund's policies.
Certain additional risk factors related to derivatives are discussed below:
9

Derivatives Risk: Under recently adopted rules by the CFTC, transactions in some types of interest rate swaps and index credit default swaps on North American and European indices are required to be cleared. In addition, the CFTC may promulgate additional regulations that require clearing of other classes of swaps. In a cleared derivatives transaction (which includes futures, options on futures, and cleared swaps transactions), a Fund's counterparty is a clearing house (such as CME, ICE Clear Credit or LCH.Clearnet), rather than a bank or broker. Since each Fund is not a member of a clearing house and only members of a clearing house can participate directly in the clearing house, a Fund holds cleared derivatives through accounts at clearing members, who are futures commission merchants that are members of the clearing houses and who have the appropriate regulatory approvals to engage in cleared derivatives transactions. A Fund makes and receives payments owed under cleared derivatives transactions (including margin payments) through its accounts at clearing members. Clearing members guarantee performance of their clients' obligations to the clearing house. In contrast to bilateral OTC transactions, clearing members generally can require termination of existing cleared derivatives transactions at any time and increases in margin above the margin that it required at the beginning of a transaction. Clearing houses also have broad rights to increase margin requirements for existing transactions and to terminate transactions in accordance with their rules. Any such increase or termination could interfere with the ability of a Fund to pursue its investment strategy. Also, a Fund is subject to execution risk if it enters into a derivatives transaction that is required to be cleared (or that the Advisor expects to be cleared), and no clearing member is willing or able to clear the transaction on the Fund's behalf. While the documentation in place between a Fund and its clearing members generally provides that the clearing members will accept for clearing all transactions submitted for clearing that are within credit limits specified by the clearing members in advance, the Fund could be subject to this execution risk if the Fund submits for clearing transactions that exceed such credit limits, if the clearing house does not accept the transactions for clearing, or if the clearing members do not comply with their agreement to clear such transactions. In that case, the transaction might have to be terminated, and the Fund could lose some or all of the benefit of any increase in the value of the transaction after the time of the transaction. In addition, new regulations could, among other things, restrict a Fund's ability to engage in, or increase the cost to the Fund of, derivatives transactions, for example, by making some types of derivatives no longer available to the Fund or increasing margin or capital requirements. If a Fund is not able to enter into a particular derivatives transaction, the Fund's investment performance and risk profile could be adversely affected as a result.
Counterparty Risk: Counterparty risk with respect to OTC derivatives may be affected by new regulations promulgated by the CFTC and SEC affecting the derivatives market. As described under Derivatives Risk above, all futures and options on futures and some swap transactions are required to be cleared, and a party to a cleared derivatives transaction is subject to the credit risk of the clearing house and the clearing member through which it holds its cleared derivatives position, rather than the credit risk of its original counterparty to the derivative transaction. Clearing members are required to segregate all funds received from customers with respect to cleared derivatives transactions from the clearing member's proprietary assets. However, all funds and other property received by a clearing broker from its customers are generally held by the clearing broker on a commingled basis in an omnibus account, and the clearing broker may also invest those funds in certain instruments permitted under the applicable regulations. Also, the clearing member transfers to the clearing house the amount of margin required by the clearing house for cleared derivatives transactions, which amounts are generally held in the relevant omnibus account at the clearing house for all customers of the clearing member.
For commodities futures positions, the clearing house may use all of the collateral held in the clearing member's omnibus account to meet a loss in that account, without regard to which customer in fact supplied that collateral. Accordingly, in addition to bearing the credit risk of its clearing member, each customer to a futures transaction also bears fellow customer risk from other customers of the clearing member. However, with respect to cleared swaps positions, recent regulations promulgated by the CFTC require that the clearing member notify the clearing house of the amount of initial margin provided by the clearing member to the clearing house that is attributable to each customer. Because margin in respect of cleared swaps must be earmarked for specific clearing member customers, the clearing house may not use the collateral of one customer to cover the obligations of another customer. However, if the clearing member does not provide accurate reporting, a Fund is subject to the risk that a clearing house will use the Fund's assets held in an omnibus account at the clearing house to satisfy payment obligations of a defaulting customer of the clearing member to the clearing house. In addition, clearing members may generally choose to provide to the clearing house the net amount of variation margin required for cleared swaps for all of its customers in the aggregate, rather than the gross amount for each customer.
10

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.
ILLIQUID INVESTMENTS
Each Fund may invest in illiquid investments. A Fund may not acquire any illiquid investment if, immediately after the acquisition, the Fund would have invested more than 15% of its net assets in illiquid investments. An illiquid investment means any investment that a Fund reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment. If illiquid investments exceed 15% of a Fund's net assets, certain remedial actions will be taken as required by Rule 22e-4 under the 1940 Act and the Funds' policies and procedures.
INITIAL PUBLIC OFFERINGS
A Fund may purchase securities of companies in initial public offerings (IPOs). By definition, IPOs have not traded publicly until the time of their offerings. Special risks associated with IPOs may include limited numbers of shares available for trading, unseasoned trading, lack of investor knowledge of the companies, and limited operating history, all of which may contribute to price volatility. Many IPOs are issued by undercapitalized companies of small or micro-cap size. The effect of IPOs on a Fund's performance depends on a variety of factors, including the number of IPOs the Fund invests in relative to the size of the Fund and whether and to what extent a security purchased in an IPO appreciates or depreciates in value.
INVESTMENT COMPANIES
Each Fund may invest in the securities of other investment companies, including affiliated funds and money market funds, subject to applicable limitations under Section 12(d)(1) of the 1940 Act. Pursuant to Section 12(d)(1), a Fund may invest in the securities of another investment company (the acquired company) provided that the Fund, immediately after such purchase or acquisition, does not own in the aggregate: (i) more than 3% of the total outstanding voting stock of the acquired company; (ii) securities issued by the acquired company having an aggregate value in excess of 5% of the value of the total assets of the Fund; or (iii) securities issued by the acquired company and all other investment companies (other than Treasury stock of the Fund) having an aggregate value in excess of 10% of the value of the total assets of the Fund. To the extent allowed by law, regulation,and/or  a Fund's investment restrictions, a Fund may invest its assets in securities of investment companies, including affiliated funds and/or money market funds, in excess of the limits discussed above.
If a Fund invests in and, thus, is a shareholder of, another investment company, the 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.
INVESTMENTS IN SECURITIES OF CHINESE COMPANIES
Investments in Chinese companies may include B shares of companies listed on the Shanghai and Shenzhen Stock Exchanges, H shares of companies incorporated in Mainland China and listed on the Hong Kong Stock Exchange, shares of Red Chip companies with controlling Chinese shareholders that are incorporated outside of Mainland China and listed on the Hong Kong Stock Exchange, and shares of P-Chips companies with controlling Chinese shareholders incorporated outside of China, listed on the Hong Kong Stock Exchange. B shares are equity securities issued by companies incorporated in China and are denominated and traded in U.S. dollars and Hong Kong dollars (HKD) on the Shanghai and Shenzhen Stock Exchanges, respectively. B shares are available to foreign investors. H shares are equity securities issued by companies incorporated in Mainland China and are denominated and traded in HKD on the Hong Kong Stock Exchange and other foreign exchanges. P-Chips are equity securities issued by companies incorporated outside of Mainland China and listed on the Hong Kong Stock Exchange. Companies that issue P-Chips generally base their businesses in Mainland China and are controlled, either directly or indirectly, by nongovernment owned entities. Red Chips
11

are equity securities issued by companies incorporated outside of Mainland China and listed on the Hong Kong Stock Exchange. Companies that issue Red Chips generally base their businesses in Mainland China and are controlled, either directly or indirectly, by the state, provincial or municipal governments of the People's Republic of China.
The Funds may also gain investment exposure to certain Chinese companies through variable interest entity (VIE) structures. Such investments are subject to the investment risks associated with the Chinese-based company. The VIE structure enables foreign investors, such as the Funds, to obtain investment exposure to a Chinese company in situations in which the Chinese government has limited or prohibited non-Chinese ownership of such company. The VIE structure does not involve direct equity ownership in a China-based company, but rather involves claims to the China-based company's profits and control of the assets that belong to the China-based company through contractual arrangements. The contractual arrangements in place with the China-based company provide limited ability to exercise control over the China-based company and the China-based company's actions may negatively impact the value of an investment through a VIE structure. Control may also be jeopardized if a natural person who holds an equity interest in the China-based company breaches the terms of the contractual arrangements or is subject to legal proceedings, or if any physical instruments such as chops and seals are used without authorization.
Intervention by the Chinese government with respect to the VIE structure could significantly affect the Chinese operating company's performance and thus, the value of a Fund's investment through a VIE structure, as well as the enforceability of the contractual arrangements of the VIE structure. In the event of such an occurrence, a Fund, as a foreign investor, may have little or no legal recourse. If the Chinese government were to determine that the contractual arrangements establishing the VIE structure did not comply with Chinese law or regulations, the Chinese operating company could be subject to penalties, revocation of its business and operating license, or forfeiture of ownership interests. In addition to the risk of government intervention, investments through a VIE structure are subject to the risk that the China-based company (or its officers, directors, or Chinese equity owners) may breach the contractual arrangements, or Chinese law changes in a way that adversely affects the enforceability of the arrangements, or the contracts are otherwise not enforceable under Chinese law, in which case a Fund may suffer significant losses on its investments through a VIE structure with little or no recourse available.
LENDING PORTFOLIO SECURITIES
Each Fund may lend portfolio securities to certain creditworthy borrowers in U.S. and non-U.S. markets in an amount not to exceed 40% of the value of its net assets. The borrowers provide collateral that is marked to market daily in an amount at least equal to the current market value of the securities loaned. A Fund may terminate a loan at any time and obtain the securities loaned. A Fund receives the value of any interest or cash or non-cash distributions paid on the loaned securities. A Fund cannot vote proxies for securities on loan, but may recall loans to vote proxies if a material issue affecting the Fund's economic interest in the investment is to be voted upon. Efforts to recall such securities promptly may be unsuccessful, especially for foreign securities or thinly traded securities, and may involve expenses to a Fund. 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 high quality short-term instruments either directly on behalf of the lending Fund or through one or more joint accounts or funds, which may include those managed by the Adviser. A Fund could lose money due to a decline in the value of collateral provided for loaned securities or any investments made with cash collateral. Certain non-cash collateral or investments made with cash collateral may have a greater risk of loss than other non-cash collateral or investments.
A Fund may pay a portion of the interest or fees earned from securities lending to a borrower as described above, and to one or more securities lending agents approved by the Board of Trustees of the Trust (the Board) who administer the lending program for the Funds in accordance with guidelines approved by the Board. In such capacity, the lending agent provides the following services to the Funds in connection with the Funds' securities lending activities: (i) locating borrowers among an approved list of prospective borrowers; (ii) causing the delivery of loaned securities from a Fund to borrowers; (iii) monitoring the value of loaned securities, the value of collateral received, and other lending parameters; (iv) seeking additional collateral, as necessary, from borrowers; (v) receiving and holding collateral from borrowers, and facilitating the investment and reinvestment of all or substantially all cash collateral in an investment vehicle designated by the Funds; (vi) returning collateral to borrowers; (vii) facilitating substitute dividend, interest, and other distribution
12

payments to the Funds from borrowers; (viii) negotiating the terms of each loan of securities, including but not limited to the amount of any loan premium, and monitoring the terms of securities loan agreements with prospective borrowers for consistency with the requirements of the Funds' Securities Lending Authorization Agreement; (ix) selecting securities, including amounts (percentages), to be loaned; (x) recordkeeping and accounting servicing; and (xi) arranging for return of loaned securities to the Fund in accordance with the terms of the Securities Lending Authorization Agreement. 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 the Funds and the Trust has entered into an agreement with State Street for such services. Among other matters, the Trust has agreed to indemnify State Street for certain liabilities. State Street has received an order of exemption from the SEC under Sections 17(a) and 12(d)(1) under the 1940 Act to serve as the lending agent for affiliated investment companies such as the Trust and to invest the cash collateral received from loan transactions to be invested in an affiliated cash collateral fund.
Securities lending involves exposure to certain risks, including operational risk (i.e., the risk of losses resulting from problems in the settlement and accounting process especially so in certain international markets such as Taiwan), gap risk (i.e., the risk of a mismatch between the return on cash collateral reinvestments and the fees a Fund has agreed to pay a borrower), risk of loss of collateral, credit, legal, counterparty and market risk. If a securities lending counterparty were to default, a Fund would be subject to the risk of a possible delay in receiving collateral or in recovering the loaned securities, or to a possible loss of rights in the collateral. In the event a borrower does not return a Fund's securities as agreed, the Fund may experience losses if the proceeds received from liquidating the collateral do not at least equal the value of the loaned security at the time the collateral is liquidated, plus the transaction costs incurred in purchasing replacement securities. Although State Street has agreed to provide a Fund with indemnification in the event of a borrower default, a Fund is still exposed to the risk of losses in the event a borrower does not return a 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, a Fund may borrow money in an amount greater than 5% of the value of the Fund's total assets. However, under normal circumstances, a Fund will not borrow money from a bank in an amount greater than 10% of the value of the 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 a 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.
OTHER SHORT-TERM INSTRUMENTS
Each Fund may invest in short-term instruments, including money market instruments, (including money market funds advised by the Adviser), cash and cash equivalents, on an ongoing basis to provide liquidity or for other reasons. Money market instruments are generally short-term investments that may include but are not limited to: (i) shares of money market funds (including those advised by the Adviser); (ii) obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities (including government-sponsored enterprises); (iii) negotiable certificates of deposit (CDs), bankers' acceptances, fixed time deposits and other obligations of U.S. and foreign banks (including foreign branches) and similar institutions; (iv) commercial paper rated at the date of purchase Prime-1 by Moody's Investors Service (Moody's) or A-1 by S&P Global Ratings (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 present minimal credit risk; 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. 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. Money market instruments also include shares of money market funds. The SEC and other government agencies continue to review the regulation of money market funds. The SEC has adopted changes to the
13

rules that govern money market funds, and compliance with many of these amendments was required in October 2016. Legislative developments may also affect money market funds. These changes and developments may affect the investment strategies, performance, yield, operating expenses and continued viability of a money market fund.
PREFERRED SECURITIES
Preferred securities pay fixed or adjustable rate interest or dividends to investors, and are generally senior to common stock, but may be subordinated to bonds and other debt instruments in a company's capital structure and therefore may be subject to greater credit risk than those debt instruments. There is no assurance that interest payments, dividends or distributions on the preferred securities in which a Fund invests will be declared or otherwise made payable. In the case of preferred stock, in order to be payable, distributions on preferred securities must be declared by the issuer's board of directors. 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 the Fund would be unable to acquire securities paying comparable rates with the redemption proceeds.
PRIVATE PLACEMENTS AND RESTRICTED SECURITIES
Each Fund may invest in securities that are purchased in private placements and, accordingly, are subject to restrictions on resale as a matter of contract or under federal securities laws. While such private placements may offer attractive opportunities for investment not otherwise available on the open market, the securities so purchased are often restricted securities, i.e., securities which cannot be sold to the public without registration under the Securities Act or the availability of an exemption from registration (such as Rules 144 or 144A), or which are not readily marketable because they are subject to other legal or contractual delays in or restrictions on resale. Generally speaking, restricted securities may be sold only to qualified institutional buyers, or in a privately negotiated transaction to a limited number of purchasers, or in limited quantities after they have been held for a specified period of time and other conditions are met pursuant to an exemption from registration, or in a public offering for which a registration statement is in effect under the Securities Act.
Because there may be relatively few potential purchasers for such investments, especially under adverse market or economic conditions or in the event of adverse changes in the financial condition of the issuer, a Fund could find it more difficult to sell such securities when the Adviser believes it advisable to do so or may be able to sell such securities only at prices lower than if such securities were more widely held. Market quotations for such securities are generally less readily available than for publicly traded securities. The absence of a trading market can make it difficult to ascertain a market value for such securities for purposes of computing a Fund's net asset value, and the judgment of the Adviser may at times play a greater role in valuing these securities than in the case of publicly traded securities. Disposing of such securities, which may be illiquid investments, can involve time-consuming negotiation and legal expenses, and it may be difficult or impossible for a Fund to sell them promptly at an acceptable price. A Fund may have to bear the extra expense of registering such securities for resale and the risk of substantial delay in effecting such registration.
A Fund may be deemed to be an underwriter for purposes of the Securities Act when selling restricted securities to the public, and in such event the Fund may be liable to purchasers of such securities if the registration statement prepared by the issuer, or the prospectus forming a part of it, is materially inaccurate or misleading.
REAL ESTATE INVESTMENT TRUSTS (REITs)
REITs pool investors' funds for investment primarily in income producing real estate or real estate loans or interests. A REIT is not taxed on income distributed to shareholders if it complies with several requirements relating to its organization, ownership, assets, and income and a requirement that it distribute to its shareholders at least 90% of its taxable income (other than net capital gains) for each taxable year. REITs can generally be classified as Equity REITs, Mortgage REITs and Hybrid REITs. Equity REITs, which invest the majority of their assets directly in real property, derive their income primarily from rents. Equity REITs can also realize capital gains by selling properties that have appreciated in value. Mortgage REITs, which invest the majority of their assets in real estate mortgages, derive their income primarily from interest payments. Hybrid REITs combine the characteristics of both Equity REITs and Mortgage REITs. The Funds will not invest in real estate directly, but only in securities issued by real estate companies. However, the Funds may be subject to risks similar to those associated with the direct ownership of real estate (in addition to securities markets risks) to the
14

extent they invest 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 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, 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.
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 investments, 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 may enter into reverse repurchase agreements if it either meets the relevant asset coverage requirements
15

of Section 18 of the 1940 Act for senior securities representing indebtedness, or elects to treat such arrangements as derivatives transactions under the Derivatives Rule. Each Fund does not expect to engage, under normal circumstances, in reverse repurchase agreements with respect to more than 10% of its total assets.
ROYALTY TRUSTS
Royalty trusts are income-oriented equity investments that indirectly, through the ownership of trust units, provide investors (called unit holders) with exposure to energy sector assets such as coal, oil and natural gas. Royalty trusts are structured similarly to REITs. A royalty trust generally acquires an interest in natural resource companies or chemical companies and distributes the income it receives to the investors of the royalty trust. A sustained decline in demand for crude oil, natural gas and refined petroleum products could adversely affect income and royalty trust revenues and cash flows. Factors that could lead to a decrease in market demand include a recession or other adverse economic conditions, an increase in the market price of the underlying commodity, higher taxes or other regulatory actions that increase costs, or a shift in consumer demand for such products. A rising interest rate environment could adversely impact the performance of royalty trusts. Rising interest rates could limit the capital appreciation of royalty trusts because of the increased availability of alternative investments at more competitive yields.
SAVINGS SHARES
Savings shares are non-voting equity securities which may have certain economic advantages compared to preferred or ordinary common shares such as priority rights to dividends and upon liquidation of the issuer.
STAPLED SECURITIES
A stapled security is comprised of two inseparable parts: a unit of a trust and a share of a company. The resulting security is influenced by both parts, and must be treated as one unit at all times, such as when buying or selling a security. The value of stapled securities and the income they derive from them may fall as well as rise. Stapled securities are not obligations of, deposits in, or guaranteed by, a Fund. The listing of stapled securities on a domestic or foreign exchange does not guarantee a liquid market for stapled securities.
TRACKING STOCKS
Tracking stock is a separate class of common stock whose value is linked to a specific business unit or operating division within a larger company and which is designed to track the performance of such business unit or division. Therefore, tracking stock may decline in value even if the common stock of the larger company increases in value. In addition, holders of tracking stock may not have the same rights as holders of the company's common stock.
U.S. REGISTERED SECURITIES OF FOREIGN ISSUERS
Investing in U.S. registered, dollar-denominated, securities issued by non-U.S. issuers involves some risks and considerations not typically associated with investing in U.S. companies. These include differences in accounting, auditing and financial reporting standards, the possibility of expropriation or confiscatory taxation, adverse changes in investment or exchange control regulations, political instability which could affect U.S. investments in foreign countries, and potential restrictions of the flow of international capital. Foreign companies may be subject to less governmental regulation than U.S. issuers. Moreover, individual foreign economies may differ favorably or unfavorably from the U.S. economy in such respects as growth of gross domestic product, rate of inflation, capital reinvestment, resource self-sufficiency and balance of payment positions.
A Fund's investment in equity securities of foreign corporations may also be in the form of American Depositary Receipts (ADRs), Global Depositary Receipts (GDRs) and European Depositary Receipts (EDRs) (collectively Depositary Receipts). Depositary Receipts are receipts, typically issued by a bank or trust company, which evidence ownership of underlying securities issued by a foreign corporation. For ADRs, the depository is typically a U.S. financial institution and the underlying securities are issued by a foreign issuer. For other Depositary Receipts, the depository may be a foreign or a U.S. entity, and the underlying securities may have a foreign or a U.S. issuer. Depositary Receipts will not necessarily be denominated in the same currency as their underlying securities. Generally, ADRs, in registered form, are designed for use in the U.S. securities markets, and EDRs, in bearer form, are designated for use in European securities markets. GDRs are tradable both in the United States and in Europe and are designed for use throughout the world. A Fund may
16

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.
WHEN-ISSUED SECURITIES
Each Fund may purchase securities on a when-issued basis. Delivery of and payment for these securities may take place as long as a month or more after the date of the purchase commitment. The value of these securities is subject to market fluctuation during this period, and no income accrues to a Fund until settlement takes place. When entering into a when-issued transaction, a Fund will rely on the other party to consummate the transaction; if the other party fails to do so, a Fund may be disadvantaged.
Securities purchased on a when-issued basis and held by a Fund are subject to changes in market value based upon actual or perceived changes in the level of interest rates. Generally, the value of such securities will fluctuate inversely to changes in interest rates — i.e., they will appreciate in value when interest rates decline and decrease in value when interest rates rise. Therefore, if a Fund purchases securities on a when-issued basis, there may be a greater possibility of fluctuation in the Fund's NAV.
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 a 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. Securities of issuers traded on exchanges may be suspended on certain exchanges by the issuers themselves, by an exchange or by government authorities. The likelihood of such suspensions may be higher for securities of issuers in emerging or less-developed market countries than in countries with more developed markets. Trading suspensions may be applied from time to time to the securities of individual issuers for reasons specific to that issuer, or may be applied broadly by exchanges or governmental authorities in response to market events. Suspensions may last for significant periods of time, during which trading in the securities and instruments that reference the securities, such as participatory notes (or P-notes) or other derivative instruments, may be halted.
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 a Fund's portfolio securities are limited or absent or if bid/ask spreads are wide.
CHINA A SHARES RISK
Certain Funds may be subject to risks associated with investments in A Shares of Chinese issuers (China A Shares or A Shares). Subject to minor exceptions, under current regulations in the People's Republic of China (the PRC), foreign investors, such as the Funds, can invest in A Shares only (i) through certain foreign institutional investors that have obtained a license from the Chinese regulators and (ii) through the Hong Kong-Shanghai Stock Connect or Shenzhen-Hong Kong Stock Connect programs (the Stock Connect program as further described below).
17

RQFII Investment Risk: To the extent a Fund's underlying Index includes China A Shares, the Fund's ability to achieve its investment objective is dependent on the continuous availability of such A Shares. Investment companies, such as the Funds, are not currently within the types of entities that are eligible for a Renminbi Qualified Foreign Institutional Investor (RQFII) or Qualified Foreign Institutional Investor (QFII) license (the two parallel regimes of QFII and RQFII have been combined with a unified set of rules applicable to all QFIIs and RQFIIs by the Chinese regulators since May 2020). Rather, a Fund may utilize the Adviser's RQFII license granted under RQFII regulations to invest in A Shares.
It is also possible that the Adviser's RQFII status could be suspended or revoked. Pursuant to PRC and RQFII regulations, the State Administration of Foreign Exchange (SAFE) and the China Securities Regulatory Commission (CSRC) are vested with the power to impose regulatory sanctions if the Adviser, in its capacity as RQFII, or the PRC Custodian (as that term is defined below) violates any provision of the RQFII regulations. Any such violations could result in the revocation of the Adviser's RQFII license or other regulatory sanctions and may adversely affect the ability of a Fund to invest directly in A Shares. The Adviser is also subject to regulation by certain Hong Kong regulatory authorities, including the Hong Kong Securities and Futures Commission. Regulatory matters arising from such regulation could also adversely affect the Adviser's RQFII license and ability to provide advisory services, generally.
There can be no assurance that the Adviser will continue to maintain its RQFII status. In the event the Adviser is unable to maintain its RQFII status, it may be necessary for a Fund to limit or suspend creations of Creation Units. In such event it is possible that the trading price of the Fund's Shares on its Exchange will be at a significant premium to the NAV (which may also increase tracking errors of the Fund). In extreme circumstances, a Fund may incur significant loss due to limited investment capabilities, or may not be able fully to implement or pursue its investment objectives or strategies, due to RQFII investment restrictions, illiquidity of the PRC securities markets, and delay or disruption in execution of trades or in settlement of trades.
The current RQFII regulations also include rules on investment restrictions applicable to each Fund, which may adversely affect a Fund's liquidity and performance. In addition, because transaction sizes for RQFIIs are relatively large, the corresponding heightened risk of exposure to decreased market liquidity and significant price volatility could lead to possible adverse effects on the timing and pricing of acquisition or disposal of securities.
The regulations which regulate investments by RQFIIs in the PRC and the repatriation of capital from RQFII investments are relatively new. The application and interpretation of such investment regulations are therefore relatively untested and there is no certainty as to how they will be applied as the PRC authorities and regulators have been given wide discretion in such investment regulations and there is no precedent or certainty as to how such discretion may be exercised now or in the future. Existing RQFII regulations may change over time and new RQFII regulations may be promulgated in the future and no assurance can be given that any such changes will not adversely affect a Fund or its ability to achieve its investment objective.
PRC Broker and PRC Custodian Risk: The Adviser will have appointed PRC Brokers to execute transactions for certain Funds in the PRC markets. In its selection of a PRC Broker(s), the Adviser will consider factors such as the competitiveness of commission rates, size of the relevant orders and execution standards. Should, for any reason, a Fund's ability to use one or more of the relevant PRC Brokers be affected, this could disrupt the operations of the Fund and affect the ability of the Fund to track its underlying index, causing a premium or a discount to the trading price of the Fund's Shares.
According to the RQFII regulations and market practice, the securities and cash accounts for a Fund in the PRC are to be maintained by a custodian in the PRC subject to local Chinese laws and regulations (the PRC Custodian) in the name of the RQFII holder—the Fund. In the event a Fund invests in A Shares through the RQFII license granted to the Adviser, the securities and cash accounts for those Funds in the PRC will be maintained by a PRC Custodian. The PRC Custodian maintains each Fund's RMB deposit accounts and oversees the Fund's investments in A Shares in the PRC to ensure its compliance with the rules and regulations of the CSRC and the People's Bank of China (PBOC). A Shares that are traded on the Shanghai Stock Exchange (SSE) or Shenzhen Stock Exchange (SZSE) are dealt and held in book-entry form through the China Securities Depository and Clearing Corporation Limited (CSDCC). A Shares purchased by the Adviser, in its capacity as a RQFII, on behalf of a Fund, may be received by the CSDCC and credited to a securities trading account maintained by the PRC Custodian in the joint names of the Fund and Adviser as the RQFII.
Under the investment regulations that permit RQFIIs to invest in A Shares, the PRC Custodian is required to deposit a minimum amount in the form of a clearing reserve fund, the percentage amount to be determined from time to time by the CSDCC Shanghai and Shenzhen branches, with the CSDCC. The minimum clearing reserve ratio is determined by the CSDCC Shanghai and Shenzhen branches from time to time and will be deposited by the PRC Custodian into its
18

minimum clearing reserve fund. In times of rising PRC securities values, the inability to invest the assets of a Fund retained in the clearing reserve fund may have a negative impact on the performance of the Fund and, conversely, in times of falling PRC security values, the retained assets may cause a Fund to perform better than might otherwise have been the case.
The assets held or credited in a Fund's securities trading account(s) maintained with the CSDCC are segregated and independent from the proprietary assets of the PRC Custodian. The account to which cash is held or credited is required to be maintained separately and independently by the PRC Custodian from its own proprietary accounts or accounts of other customers. However, under PRC law, in the event of bankruptcy or liquidation of the PRC Custodian, cash deposited in a Fund's cash account(s) maintained with the PRC Custodian will not be segregated but will be treated as a debt owing from the PRC Custodian to such Fund as a depositor. Under such circumstances, a Fund will not have any proprietary rights to the cash deposited in such cash account(s), and such Fund will become an unsecured creditor, ranking pari passu with all other unsecured creditors, of the PRC Custodian.
There is a risk that a Fund may suffer losses from the default, bankruptcy or disqualification of the PRC Broker(s) or PRC Custodian. In such event, the Fund may be adversely affected in the execution of any transaction or face difficulty and/or encounter delays in recovering its assets, or may not be able to recover it in full or at all. A Fund may also incur losses due to the acts or omissions of the PRC Brokers and/or the PRC Custodian in the execution or settlement of any transaction or in the transfer of any funds or securities. Subject to the applicable laws and regulations in the PRC, the Adviser will make arrangements to ensure that the PRC Brokers and PRC Custodian have appropriate procedures to properly safe-keep each Fund's assets.
Repatriation Risk: SAFE regulates and monitors the repatriation of funds out of the PRC by RQFIIs. RQFIIs are currently permitted to make repatriations (up to net redemptions) daily and are not subject to repatriation restrictions or prior approval from the SAFE, although authenticity and compliance reviews will be conducted by the PRC Custodian (as that term is defined above). There is no assurance, however, that PRC and RQFII rules and regulations will not change or that repatriation restrictions will not be imposed in the future. Further, such changes to the PRC and RQFII rules and regulations may take effect retroactively.
Any restrictions on repatriation of a Fund's invested capital and net profits may impact such Fund's operations, including its ability to meet redemption requests. Furthermore, as the PRC Custodian's review on authenticity and compliance is conducted on each repatriation, the repatriation may be delayed or even rejected by the PRC Custodian in case of non-compliance with the RQFII regulations. In such cases, it is expected that redemption proceeds will be paid as soon as practicable and after the completion of the repatriation of the funds concerned. It should be noted that the actual time required for the completion of the relevant repatriation will be beyond the control of the Adviser.
If a Fund becomes subject to repatriation restrictions, it may be difficult for such Fund to satisfy redemption requests in a timely manner. To manage its ability to satisfy redemption requests under such circumstances, it may be necessary for a Fund to maintain higher than normal cash balances, which may cause the Fund to dispose of certain investments at an inopportune time and forego investment opportunities that may have been beneficial to the Fund, adversely affecting the Fund's performance and its ability to achieve its investment objective.
Investing through the Stock Connect Program
A Fund may invest in eligible securities listed and traded on the SSE or SZSE through the Stock Connect program, a securities trading and clearing program developed by The Stock Exchange of Hong Kong Limited (SEHK), SSE and SZSE, Hong Kong Securities Clearing Company Limited (HKSCC) and CSDCC Limited for the establishment of mutual market access between the SEHK, SSE and SZSE. Among other restrictions, investors in securities obtained via the Stock Connect program are generally subject to Chinese securities regulations and SSE or SZSE rules. Securities obtained via the Stock Connect program generally may only be sold, purchased or otherwise transferred through the Stock Connect program in accordance with applicable rules. The Stock Connect program is recently-established and further developments are likely. There can be no assurance as to whether or how such developments may restrict or affect a Fund's investments or returns. In addition, the application and interpretation of the laws and regulations of Hong Kong and the PRC, and the rules, policies or guidelines published or applied by relevant regulators and exchanges in respect of the Stock Connect program, are uncertain, and they may have a detrimental effect on a Fund's investments and returns. A summary of the risks associated with a Fund's investment through the Stock Connect program is set forth below.
Eligible Securities Risk: As of the date of this SAI, a Fund may invest through the Stock Connect program in shares listed on the SSE that are (a) constituent stocks of the SSE 180 Index; (b) constituent stocks of the SSE 380 Index; (c) A Shares listed on the SSE that are not constituent stocks of the SSE 180 Index or the SSE 380 Index, but which have
19

corresponding H Shares accepted for listing and trading on the SEHK, provided that: (i) they are not traded on the SSE in currencies other than RMB; and (ii) they are not included in the risk alert board. A Fund may invest through the Stock Connect program in shares listed on the SZSE that are: (a) constituent stocks of the Shenzhen Stock Exchange Component Index, which have a market capitalization of not less than RMB 6 billion, (b) constituent stocks of the SZSE Small/Mid Cap Innovation Index, which have a market capitalization of not less than RMB 6 billion , and (c) all the SZSE-listed A Shares which have corresponding H Shares listed on the SEHK, except the following: (i) SZSE-listed shares which are not traded in RMB; and (ii) SZSE-listed shares which are under risk alert. The securities eligible to be traded by a Fund through the Stock Connect program are subject to change and any such change may adversely affect the Adviser's ability to effectively pursue a Fund's investment strategy.
Ownership of A Shares Risk: A Shares acquired by Hong Kong and foreign investors, including each Fund, through the Stock Connect program are held by HKSCC as the nominee holder of such A Shares. A nominee holder is the person who holds securities on behalf of an underlying investor, or beneficial owner, who is entitled to the rights and benefits of the SSE or SZSE securities acquired through the Stock Connect program. Applicable PRC rules, regulations and other administration measures and provisions generally provide for the concept of a nominee holder and recognize the concept of a beneficial owner of securities and the Stock Connect program rules expressly recognize the rights of a beneficial owner (in this case, a Fund). Separately, under applicable Central Clearing and Settlement System (CCASS) rules all proprietary interests in respect of A Shares held by HKSCC as nominee holder belong to the relevant CCASS participants or their clients (as the case may be). However, the precise nature and rights of an investor as the beneficial owner of A Shares acquired through the Stock Connect program and held by HKSCC as nominee holder is not well defined under PRC law and it is not yet clear that such rights can be successfully enforced.
Quota Limitations Risk: Although a Fund's investments through the Stock Connect program, if any, are not subject to individual investment quotas, daily investment quotas apply to all participants in the Stock Connect program. Trading through the Stock Connect program is subject to daily quotas (Daily Quotas). The Daily Quotas differ for Hong Kong and foreign investors (including the Funds) trading into Mainland China (Northbound Trading) and PRC investors trading into Hong Kong (Southbound Trading). The Daily Quotas are applicable to trading activity transacted through the Stock Connect program and are monitored by the SEHK. The Daily Quota limits the maximum net buy value of cross-border trades via Northbound Trading through the Stock Connect program each day, and is set at RMB 52 billion as of the date of this SAI. The Daily Quotas may change throughout the trading day and consequently affect a Fund's ability to trade through the Stock Connect program at any given time during a trading day.
In particular, once the remaining balance of the Daily Quota applicable to Northbound Trading drops to zero or such Daily Quota is exceeded, new buy orders will be rejected (though investors will be allowed to sell their A Shares regardless of the quota balance). Therefore, quota limitations may restrict or limit a Fund's ability to invest in A Shares through the Stock Connect program on a timely basis or at all on any given day.
Restriction on Day Trading Risk: Day (turnaround) trading is not permitted through the Stock Connect program. Investors buying A Shares on day T can only sell the shares on and after day T+1 subject to any Stock Connect program rules.
Order Priority Risk: Where a PRC Broker provides Stock Connect program trading services to its clients, proprietary trades of the PRC Broker or its affiliates may be submitted independently and without the traders having information on the status of orders received from clients. There is no guarantee that PRC brokers will observe client order priority (as applicable under relevant laws and regulations). A Fund may be especially vulnerable to this risk during times Northbound Trading through the Stock Connect program appears to be approaching a Daily Quota limit.
Limited Off-Exchange Trading and Transfers Risk: Non-trade transfers (i.e., off-exchange trading and transfers) are permitted in only limited circumstances, such as post-trade allocation of A Shares to different funds/sub-funds by fund managers or correction of trade errors.
Additional Clearing, Settlement and Custody Risk: HKSCC and CSDCC will establish the clearing links between the SEHK and the SSE or SZSE and each will become a participant of each other to facilitate clearing and settlement of cross-border trades. For cross-border trades initiated in a market, the clearing house of that market will on one hand clear and settle with its own clearing participants, and on the other hand undertake to fulfill the clearing and settlement obligations of its clearing participants with the counterparty clearing house. Trading via the Stock Connect program is subject to trading, clearance and settlement procedures that are relatively untested in China, which could pose risks to a Fund.
20

There are risks involved in dealing with the custodians or PRC brokers who hold a Fund's investments or settle a Fund's trades. It is possible that, in the event of the insolvency or bankruptcy of a custodian or PRC broker, a Fund would be delayed or prevented from recovering its assets from the custodian or PRC broker, or its estate, and may have only a general unsecured claim against the custodian or PRC broker for those assets. As discussed above, a Fund's rights and interests in A Shares will be exercised through HKSCC exercising its rights as the nominee holder of the A Shares.
Risk of CCASS Default and CSDCC Default Risk: Investors should note that A Shares held with PRC brokers or custodians in accounts with CCASS may be vulnerable in the event of a default, bankruptcy or liquidation of CCASS. In such case, there is a risk that a Fund may be deemed to not have proprietary rights to the assets deposited in the account with CCASS, and/or such Fund may become an unsecured creditor, ranking pari passu with all other unsecured creditors, of CCASS.
In the event of any settlement default by HKSCC, and a failure by HKSCC to designate securities or sufficient securities in an amount equal to the default such that there is a shortfall of securities to settle any A Shares trades, CSDCC will deduct the amount of that shortfall from HKSCC's RMB common stock omnibus account with CSDCC, such that a Fund may share in any such shortfall.
CSDCC has established a risk management framework and measures that are approved and supervised by the CSRC. Should the remote event of CSDCC's default occur and CSDCC be declared as a defaulter, HKSCC has stated that it will in good faith, seek recovery of the outstanding A Shares and monies from CSDCC through available legal channels or through CSDCC's liquidation process, if applicable. HKSCC will in turn distribute the A Shares and/or monies recovered to clearing participants on a pro-rata basis as prescribed by the relevant CSDCC authorities. In that event, the applicable Fund may suffer delay in the recovery process or may not be able to fully recover their losses from CSDCC.
Participation in Corporate Actions and Shareholders' Meetings Risk: Following existing market practice in the PRC, investors engaged in the trading of A Shares through Northbound Trading will not be able to attend meetings by proxy or in person of the SSE or SZSE listed companies in which it may hold shares, nor will a Fund be able to exercise voting rights of the invested companies in the same manner as provided for in the U.S. and other developed markets.
In addition, any corporate action in respect of A Shares will be announced by the relevant issuer through the SSE or SZSE website and certain officially appointed newspapers. SSE or SZSE listed issuers publish corporate documents in Chinese only, and English translations will not be available, which may adversely affect the information available to a Fund.
Additional Operational Risk: The Stock Connect program is premised on the functioning of the operational systems of the relevant market participants. Market participants are able to participate in the Stock Connect program subject to meeting certain information technology capability, risk management and other requirements as may be specified by the relevant exchange and/or clearing house.
Further, the connectivity in the Stock Connect program requires routing of orders across the border of Hong Kong and the PRC. This requires the development of new information technology systems on the part of the SEHK and Exchange Participants (i.e., China Stock Connect System). There is no assurance that the systems of the SEHK and market participants will function properly or will continue to be adapted to changes and developments in both markets. In the event that the relevant systems fail to function properly, trading in A Shares through the Stock Connect program could be disrupted. A Fund's ability to access the A Shares market through the Stock Connect program may be adversely affected.
Differences in Trading Day Risk: The Stock Connect program will only operate on days when both the PRC and Hong Kong markets are open for trading and when banks in both markets are open on the corresponding settlement days. So it is possible that there are occasions when it is a normal trading day for the PRC market but investors, including the Funds, cannot carry out any A Shares trading. A Fund may be subject to a risk of price fluctuations in A Shares during the time when the Stock Connect program is not trading as a result.
General PRC-Related Risks
Economic, Political and Social Risks of the PRC: The economy of China, which has been in a state of transition from a planned economy to a more market oriented economy, differs from the economies of most developed countries in many respects, including the level of government involvement, its state of development, its growth rate, control of foreign exchange, protection of intellectual property rights and allocation of resources.
21

Although the majority of productive assets in China are still owned by the PRC government at various levels, in recent years, the PRC government has implemented economic reform measures emphasizing utilization of market forces in the development of the economy of China and a high level of management autonomy. The economy of China has experienced significant growth in the past several decades, but growth has been uneven both geographically and among various sectors of the economy, and no assurance can be given that such growth will continue. Economic growth has also been accompanied by periods of high inflation. The PRC government has implemented various measures from time to time to control inflation and restrain the rate of economic growth.
There can, however, be no assurance that the PRC government will continue to pursue such economic policies or, if it does, that those policies will continue to be successful. Any such adjustment and modification of those economic policies may have an adverse impact on the securities markets in the PRC as well as the portfolio securities of a Fund. Further, the PRC government may from time to time adopt corrective measures to control the growth of the PRC economy, which may also have an adverse impact on the capital growth and performance of a Fund. Political changes, social instability and adverse diplomatic developments in the PRC could result in the imposition of additional government restrictions, including expropriation of assets, confiscatory taxes, limits on repatriation, or nationalization of some or all of the property held by the underlying issuers of a Fund's portfolio securities.
PRC Laws and Regulations Risk: The regulatory and legal framework for capital markets and joint stock companies in the PRC may not be as well developed as those of developed countries. PRC laws and regulations affecting securities markets are relatively new and evolving, and because of the limited volume of published cases and judicial interpretation and their non-binding nature, interpretation and enforcement of these regulations involve significant uncertainties. In addition, as the PRC legal system develops, no assurance can be given that changes in such laws and regulations or new laws, regulations or practices relating specifically to the RQFII regime and transactions in other Chinese securities will be promulgated, or that their interpretation or enforcement will not have a material adverse effect on a Fund's portfolio securities.
In addition, the effect of future developments in the PRC legal system is unpredictable, such as changes to the existing regulatory environment and government scrutiny in certain areas, uncertain interpretation and implementation of existing laws or enforcement thereof, or the preemption of local regulations by national laws. For instance, China has tightened regulatory requirements with respect to privacy, data protection and information security, and has promulgated new regulations and policy to regulate certain industries in the past year, which may in turn impact the business operation of the underlying issuers of a Fund's portfolio securities. The rapid evolving legal system of China may have a material adverse effect on a Fund's portfolio securities.
Political Tension Risk: Recently there have been heightened tensions in international economic relations and rising political tensions. In particular, political tensions between the United States and China have escalated due to, among other things, trade disputes, the COVID-19 outbreak, sanctions imposed by the U.S. Department of Treasury on certain officials of the Hong Kong Special Administrative Region and the PRC central government, as well as retaliatory actions of the PRC government. Rising political tensions could reduce levels of trade and investments and other economic activities between the two major economies, and any escalation thereof may have a negative impact on the general, economic, political, and social conditions in China and, in turn, adversely impact a Fund's portfolio securities.
Restricted Markets Risk: A Fund's investments in A Shares may be subject to limitations or restrictions on foreign ownership or holdings imposed by PRC laws and regulations. The capacity of a Fund to make investments in A Shares will be affected by the relevant threshold limits and the activities of all underlying foreign investors. Such legal and regulatory restrictions or limitations may have adverse effects on the liquidity and performance of a Fund's portfolio holdings as compared to the performance of its underlying Index. This may increase the risk of tracking error and also affect a Fund's capacity to make investments in A Shares. It is also difficult in practice to monitor the investments of underlying foreign investors, since an investor may make investments through different permitted channels under PRC laws.
A Shares Market Suspension Risk: A Shares may only be purchased from, or sold to, a Fund from time to time where the relevant A Shares may be sold or purchased on the SSE or the SZSE, as appropriate. Securities exchanges in the PRC typically have the right to suspend or limit trading in any security traded on the relevant exchange. In particular, trading band limits are imposed by the stock exchanges, whereby trading in any A Shares on the relevant stock exchange may be suspended if the trading price of the security fluctuates beyond the trading band limit. Such a suspension would make any dealing with the existing positions impossible and may impair the liquidity of such positions, impact the ability of a Fund to track its Index, and potentially expose the Fund to losses.
22

Given that the A Shares market is considered volatile and unstable (with the risk of suspension of a particular stock or government intervention), the creation and redemption of Creation Units may also be disrupted. Such suspensions may be widespread and, on some occasions, have affected a majority of listed issuers in China. A participating dealer may not be able to create Creation Units of a Fund if A Shares are not available or not available in sufficient amounts.
A Shares Tax Risk: While overseas investors currently are exempt from paying capital gains or value added taxes on income and gains from investments in A Shares, these PRC tax rules could be changed, which could result in unexpected tax liabilities for a Fund. A Fund's investments in securities, including A Shares, issued by PRC companies may cause the Fund to become subject to withholding and other taxes imposed by the PRC.
If a Fund were considered to be a tax resident of the PRC, it would be subject to PRC corporate income tax at the rate of 25% on its worldwide taxable income. If a Fund were considered to be a non-resident enterprise with a permanent establishment in the PRC, it would be subject to PRC corporate income tax of 25% on the profits attributable to the permanent establishment. The Adviser intends to operate each applicable Fund in a manner that will prevent it from being treated as a tax resident of the PRC and from having a permanent establishment in the PRC. It is possible, however, that the PRC could disagree with that conclusion or that changes in PRC tax law could affect the PRC corporate income tax status of a Fund.
The PRC generally imposes withholding income tax at a rate of 10% on dividends, premiums, interest and capital gains originating in the PRC and paid to a company that is not a resident of the PRC for tax purposes and that has no permanent establishment in China. The withholding is in general made by the relevant PRC tax company making such payments. The State Administration of Taxation has confirmed the application to a QFII and RQFII of the withholding income tax on dividends, premiums and interest. In the event the relevant PRC tax resident company fails to withhold the relevant PRC withholding income tax or otherwise fails to pay the relevant withholding income tax to the PRC tax authorities, the appropriate PRC tax authorities may, in their sole discretion, impose tax obligations on a Fund.
The Ministry of Finance of the PRC, the State Administration of Taxation of the PRC and the CSRC (collectively, the PRC Authorities) issued the Notice on temporary exemption of Corporate Income Tax on capital gains derived from the transfer of PRC equity investment assets such as PRC domestic stocks by QFII and RQFII Caishui [2014] No. 79 (Notice 79) on October 31, 2014. Notice 79 states that QFIIs and RQFIIs (without an establishment or place of business in the PRC or having an establishment or place in the PRC but the income so derived in the PRC is not effectively connected with such establishment or place) will be temporarily exempt from corporate income tax on gains derived from the trading of PRC equity investments including A Shares effective from November 17, 2014. In addition, the PRC Authorities issued the Notice on Taxation Relating to the Pilot Program of Shanghai-Hong Kong Stock Connect (Caishui [2014] No.81) (Notice 81) on October 31, 2014 and Notice on Taxation Relating to the Pilot Program of Shenzhen-Hong Kong Stock Connect (Caishui [2016] No. 127) (Notice 127) on November 5, 2016. Notice 81 and Notice 127 state that the capital gain from disposal of A Shares by foreign investors enterprises via the Stock Connect program will be temporarily exempt from withholding income tax. Notice 81 and Notice 127 also state that the dividends derived from A Shares by foreign investors enterprises is subject to 10% withholding income tax.
There is no indication of how long the temporary exemption will remain in effect and a Fund may be subject to such withholding income tax in the future. If, in the future, China begins applying tax rules regarding the taxation of income from A Shares investment to QFIIs and RQFIIs or investments through the Stock Connect program and/or begins collecting capital gains taxes on such investments, a Fund could be subject to withholding income tax liability if the Fund determines that such liability cannot be reduced or eliminated by applicable tax treaties. The PRC tax authorities may in the future issue further guidance in this regard and with potential retrospective effect. The negative impact of any such tax liability on a Fund's return could be substantial.
In light of the uncertainty as to how gains or income that may be derived from a Fund's investments in the PRC will be taxed, each Fund reserves the right to provide for withholding tax on such gains or income and withhold tax for the account of the Fund.
Any tax provision, if made, will be reflected in the net asset value of a Fund at the time the provision is used to satisfy tax liabilities. If the actual applicable tax levied by the PRC tax authorities is greater than that provided for by the applicable Fund so that there is a shortfall in the tax provision amount, the net asset value of that Fund may suffer, as such Fund will have to bear additional tax liabilities. In this case, then existing and new investors in that Fund will be disadvantaged. If the actual applicable tax levied by the PRC tax authorities is less than that provided for by a Fund so that there is an excess in the tax provision amount, investors who redeemed Shares before the PRC tax authorities' ruling, decision or guidance may have been disadvantaged, as they would have borne any loss from a Fund's overprovision. In this case, the then
23

existing and new investors in a Fund may benefit if the difference between the tax provision and the actual taxation liability can be returned to the account of a Fund as assets thereof. Any excess in the tax provision amount shall be treated as property of a Fund, and investors who previously transferred or redeemed their Shares will not be entitled or have any right to claim any part of the amount representing the excess.
Stamp duty under the PRC laws generally applies to the execution and receipt of taxable documents, which include contracts for the sale of A Shares traded on PRC stock exchanges. In the case of such contracts, the stamp duty is currently imposed on the seller but not on the purchaser, at the rate of 0.1%. The sale or other transfer by the Adviser of A Shares will accordingly be subject to PRC Stamp Duty, but the Adviser will not be subject to PRC Stamp Duty when it acquires A Shares.
RQFIIs may also potentially be subject to PRC value added tax at the rate of 6% on capital gains derived from trading of A Shares and interest income (if any). Existing guidance provides a temporary value added tax exemption for QFIIs and RQFIIs in respect of their gains derived from the trading of PRC securities. Since there is no indication of how long the temporary exemption will remain in effect, a Fund may be subject to such value added tax in the future. In addition, urban maintenance and construction tax (currently at rates ranging from 1% to 7%), educational surcharge (currently at the rate of 3%) and local educational surcharge (currently at the rate of 2%) (collectively the surtaxes) are imposed based on value added tax liabilities, so if the Adviser or a Fund were liable for value added tax it would also be required to pay the applicable surtaxes.
The PRC rules for taxation of RQFIIs, QFIIs and the Stock Connect program are evolving and certain of the tax regulations to be issued by the PRC State Administration of Taxation and/or PRC Ministry of Finance to clarify the subject matter may apply retrospectively, even if such rules are adverse to a Fund and its investors. The applicability of reduced treaty rates of withholding in the case of a RQFII acting for a foreign investor, such as a Fund, is also uncertain. The imposition of such taxes, particularly on a retrospective basis, could have a material adverse effect on a Fund's returns. Before further guidance is issued and is well established in the administrative practice of the PRC tax authorities, the practices of the PRC tax authorities that collect PRC taxes relevant to a Fund may differ from, or be applied in a manner inconsistent with, the practices with respect to the analogous investments described herein or any further guidance that may be issued. The value of a Fund's investment in the PRC and the amount of its income and gains could be adversely affected by an increase in tax rates or change in the taxation basis.
The above information is only a general summary of the potential PRC tax consequences that may be imposed on a Fund and its investors either directly or indirectly and should not be taken as a definitive, authoritative or comprehensive statement of the relevant matter. Investors should seek their own tax advice on their tax position with regard to their investment in a Fund.
As described below under Taxes—Taxation of Fund Investments, an applicable Fund may elect, for U.S. federal income tax purposes, to treat PRC taxes (including withholding taxes) paid by such Fund as paid by its shareholders. Even if a Fund is qualified to make that election and does so, however, your ability to claim a credit for certain PRC taxes may be limited under general U.S. tax principles and may not extend to taxes that are reserved but not paid.
Should the Chinese government impose restrictions on a Fund's ability to repatriate funds associated with direct investments in A Shares, such Fund may be unable to satisfy distribution requirements applicable to RICs under the Internal Revenue Code, and that Fund may therefore be subject to Fund-level U.S. federal taxes. In the event such restrictions are imposed, a Fund may borrow funds to the extent necessary to distribute to shareholders income sufficient to maintain its status as a RIC.
The PRC government has implemented a number of tax reform policies in recent years. The current tax laws and regulations may be revised or amended in the future. Any revision or amendment in tax laws and regulations may affect the after-taxation profit of PRC companies and foreign investors in such companies, such as the Funds.
Government Intervention and Restriction Risk: Governments and regulators may intervene in the financial markets, such as by the imposition of trading restrictions, a ban on naked short selling or the suspension of short selling for certain stocks. This may affect the operation and market making activities related to a Fund, and may have an unpredictable impact on a Fund. Furthermore, such market interventions may have a negative impact on the market sentiment which may in turn affect the performance of a Fund's underlying Index and, as a result, the performance of the Fund.
RMB Exchange Controls and Restrictions Risk: It should be noted that the RMB is currently not a freely convertible currency, as it is subject to foreign exchange control policies and repatriation restrictions imposed by the PRC government. There is no assurance that there will always be RMB available in sufficient amounts for a Fund to remain fully invested.
24

Since 1994, the conversion of RMB into U.S. dollars has been based on rates set by the PBOC, which are set daily based on the previous day's PRC interbank foreign exchange market rate. On July 21, 2005, the PRC government introduced a managed floating exchange rate system to allow the value of RMB to fluctuate within a regulated band based on market supply and demand and by reference to a basket of currencies. In addition, a market maker system was introduced to the interbank spot foreign exchange market. In July 2008, China announced that its exchange rate regime was further transformed into a managed floating mechanism based on market supply and demand. Given the domestic and overseas economic developments, the PBOC decided to further improve the RMB exchange rate regime in June 2010 to enhance the flexibility of the RMB exchange rate. In March 2014, the PBOC decided to take a further step to increase the flexibility of the RMB exchange rate by expanding the daily trading band from +/-1% to +/-2% and may seek to do so again in the future.
However it should be noted that the PRC government's policies on exchange control and repatriation restrictions are subject to change, and any such change may adversely impact a Fund. There can be no assurance that the RMB exchange rate will not fluctuate widely against the U.S. dollar or any other foreign currency in the future. Foreign exchange transactions under the capital account, including principal payments in respect of foreign currency-denominated obligations, currently continue to be subject to significant foreign exchange controls and require the approval of the SAFE. On the other hand, the existing PRC foreign exchange regulations have significantly reduced government foreign exchange controls for transactions under the current account, including trade and service related foreign exchange transactions and payment of dividends. Nevertheless, the Adviser cannot predict whether the PRC government will continue its existing foreign exchange policy or when the PRC government will allow free conversion of the RMB to foreign currencies.
RMB Trading and Settlement Risk: The trading and settlement of RMB-denominated securities are recent developments in Hong Kong and there is no assurance that problems will not be encountered with the systems or that other logistical problems will not arise.
RQFII Late Settlement Risk: A Fund will be required to remit RMB from Hong Kong to the PRC to settle the purchase of A Shares by that Fund from time to time. In the event such remittance is disrupted, such Fund will not be able to sample its underlying Index by investing in the relevant A Shares, which may lead to increased tracking error.
Future Movements in RMB Exchange Rates Risk: The exchange rate of RMB ceased to be pegged to U.S. dollars on July 21, 2005, resulting in a more flexible RMB exchange rate system. China Foreign Exchange Trading System, authorized by the PBOC, promulgates the central parity rate of RMB against U.S. dollars, Euro, Yen, pound sterling and Hong Kong dollar at 9:15 a.m. on each business day, which will be the daily central parity rate for transactions on the Inter-bank Spot Foreign Exchange Market and OTC transactions of banks. The exchange rate of RMB against the above-mentioned currencies fluctuates within a range above or below such central parity rate. As the exchange rates are based primarily on market forces, the exchange rates for RMB against other currencies, including U.S. dollars and Hong Kong dollars, are susceptible to movements based on external factors. There can be no assurance that such exchange rates will not fluctuate widely against U.S. dollars, Hong Kong dollars or any other foreign currency in the future. From 1994 to July 2005, the exchange rate for RMB against U.S. dollar and the Hong Kong dollar was relatively stable. Since July 2005, the appreciation of RMB has begun to accelerate. Although the PRC government has constantly reiterated its intention to maintain the stability of RMB, it may introduce measures (such as a reduction in the rate of export tax refund) to address the concerns of the PRC's trading partners. Therefore, the possibility that the appreciation of RMB will be further accelerated cannot be excluded. On the other hand, there can be no assurance that RMB will not be subject to devaluation.
Offshore RMB (CNH) Market Risk: The onshore RMB (CNY) is the only official currency of the PRC and is used in all financial transactions between individuals, state and corporations in the PRC. Hong Kong is the first jurisdiction to allow accumulation of RMB deposits outside the PRC. Since June 2010, the CNH is traded officially, regulated jointly by the Hong Kong Monetary Authority and the PBOC. While both CNY and CNH represent RMB, they are traded in different and separated markets. The two RMB markets operate independently where the flow between them is highly restricted. Though the CNH is a proxy of the CNY, they do not necessarily have the same exchange rate and their movement may not be in the same direction. This is because these currencies act in separate jurisdictions, which leads to separate supply and demand conditions for each, and therefore separate but related currency markets.
The current size of RMB-denominated financial assets outside the PRC is limited. In addition, participating authorized institutions are also required by the Hong Kong Monetary Authority to maintain a total amount of RMB (in the form of cash and its settlement account balance with a Renminbi clearing bank) of no less than 25% of their RMB deposits, which further limits the availability of RMB that participating authorized institutions can utilize for conversion services for their
25

customers. RMB business participating banks do not have direct RMB liquidity support from the PBOC. Only the Renminbi clearing bank has access to onshore liquidity support from the PBOC (subject to annual and quarterly quotas imposed by the PBOC) to square open positions of participating banks for limited types of transactions, including open positions resulting from conversion services for corporations relating to cross-border trade settlement. The Renminbi clearing bank is not obliged to square for participating banks any open positions resulting from other foreign exchange transactions or conversion services and the participating banks will need to source RMB from the offshore market to square such open positions. Although it is expected that the offshore RMB market will continue to grow in depth and size, its growth is subject to many constraints as a result of PRC laws and regulations on foreign exchange. There is no assurance that new PRC regulations will not be promulgated or the relevant settlement agreements between Hong Kong banks and the PBOC will not be terminated or amended in the future which will have the effect of restricting availability of RMB offshore.
Disclosure of Interests and Short Swing Profit Rule: A Fund may be subject to shareholder disclosure of interest regulations promulgated by the CSRC. To the extent they are applicable, these regulations currently would require a Fund to make certain public disclosures when the Fund and parties acting in concert with that Fund acquire 5% or more of the issued securities of a listed company (which include A Shares of the listed company). Additional information may be required if a Fund and its concerted parties constitute the largest shareholder or actual controlling shareholder of the listed company. The report must be made to the CSRC, the stock exchange, the invested company, and the CSRC local representative office where the listed company is located. The Fund would also be required to make a public announcement through a media outlet designated by the CSRC. The public announcement must contain the same content as the official report.
If the 5% shareholding threshold is triggered by a Fund and parties acting in concert with that Fund, such Fund would be required to file its report within three days of the date the threshold is reached. During the time limit for filing the report, a trading freeze applies and the Fund would not be permitted to make subsequent trades in the invested company's securities. Any such trading freeze may undermine a Fund's performance, if the Fund would otherwise make trades during that period but is prevented from doing so by the regulations.
The relevant PRC regulations presumptively treat all affiliated investors and investors under common control as parties acting in concert. As such, under a conservative interpretation of these regulations, a Fund may be deemed as a concerted party of other funds managed by the Adviser or its affiliates and therefore may be subject to the risk that the Fund's holdings may be required to be reported in the aggregate with the holdings of such other funds should the aggregate holdings trigger the reporting threshold under the PRC law.
Once a Fund and parties acting in concert reach the 5% trading threshold as to any listed company, any subsequent incremental increase or decrease of 5% or more will trigger a further reporting requirement and an additional three-day trading freeze, and also an additional freeze on trading within three days of the Fund's report and announcement of the incremental change. These trading freezes may undermine a Fund's performance as described above. Also, SSE requirements currently require a Fund and parties acting in concert, once they have reached the 5% threshold, to disclose whenever their shareholding drops below this threshold (even as a result of trading which is less than the 5% incremental change that would trigger a reporting requirement under the relevant CSRC regulation).
CSRC regulations also contain additional disclosure (and tender offer) requirements that apply when an investor and parties acting in concert reach certain thresholds in excess of 10%. Subject to the interpretation of PRC courts and PRC regulators, the operation of the PRC short swing profit rule may be applicable to the trading of a Fund with the result that where the holdings of the Fund (possibly with the holdings of other investors deemed as concert parties of such Fund) exceed 5% of the total issued shares of a listed company, the Fund may not reduce its holdings in the company within six months of the last purchase of shares of the company. If a Fund violates the rule, it may be required by the listed company to return any profits realized from such trading to the listed company. In addition, the rule limits the ability of the Fund to repurchase securities of the listed company within six months of such sale. Moreover, under PRC civil procedures, a Fund's assets may be frozen to the extent of the claims made by the company in question. These risks may greatly impair the performance of the applicable Fund.
CONFLICTS OF INTEREST RISK
An investment in a Fund may be subject to a number of actual or potential conflicts of interest. For example, the Adviser or its affiliates may provide services to a Fund, such as securities lending agency services, custodial, administrative, bookkeeping, and accounting services, transfer agency and shareholder servicing, securities brokerage services, and other services for which the Fund would compensate the Adviser and/or such affiliates. A Fund may invest in other pooled investment vehicles sponsored, managed, or otherwise affiliated with the Adviser. There is no assurance that the rates at
26

which a Fund pays fees or expenses to the Adviser or its affiliates, or the terms on which it enters into transactions with the Adviser or its affiliates, will be the most favorable available in the market generally or as favorable as the rates the Adviser makes available to other clients. Because of its financial interest, the Adviser may have an incentive to enter into transactions or arrangements on behalf of a Fund with itself or its affiliates in circumstances where it might not have done so in the absence of that interest.
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(a)(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.
SSGA or its affiliates (the Selling Shareholder) may purchase Creation Units through a broker-dealer to seed (in whole or in part) Funds as they are launched, or may purchase shares from broker-dealers or other investors that have previously provided seed for Funds when they were launched or otherwise in secondary market transactions, and because the Selling Shareholder may be deemed an affiliate of such Funds, the Shares are being registered to permit the resale of these shares from time to time after purchase. The Funds will not receive any of the proceeds from the resale by the Selling Shareholders of these Shares.
The Selling Shareholder intends to sell all or a portion of the Shares owned by it and offered hereby from time to time directly or through one or more broker-dealers, and may also hedge such positions. The Shares may be sold on any national securities exchange on which the Shares may be listed or quoted at the time of sale, in the over-the-counter market or in transactions other than on these exchanges or systems at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve cross or block transactions.
The Selling Shareholder may also loan or pledge Shares to broker-dealers that in turn may sell such Shares, to the extent permitted by applicable law. The Selling Shareholder may also enter into options or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of Shares, which Shares such broker-dealer or other financial institution may resell.
The Selling Shareholder and any broker-dealer or agents participating in the distribution of Shares may be deemed to be underwriters within the meaning of Section 2(a)(11) of the Securities Act in connection with such sales. In such event, any commissions paid to any such broker-dealer or agent and any profit on the resale of the Shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. The Selling Shareholder who may be deemed an underwriter within the meaning of Section 2(a)(11) of the Securities Act will be subject to the applicable prospectus delivery requirements of the Securities Act.
27

COUNTERPARTY RISK
Counterparty risk with respect to derivatives has been and may continue to be affected by new rules and regulations affecting the derivatives market. Some derivatives transactions are required to be centrally cleared, and a party to a cleared derivatives transaction is subject to the credit risk of the clearing house and the clearing member through which it holds its cleared position, rather than the credit risk of its original counterparty to the derivatives transaction. Credit risk of market participants with respect to derivatives that are centrally cleared is concentrated in a few clearing houses, and it is not clear how an insolvency proceeding of a clearing house would be conducted, what effect the insolvency proceeding would have on any recovery by a Fund, and what impact an insolvency of a clearing house would have on the financial system more generally.
FUTURES AND OPTIONS TRANSACTIONS
There can be no assurance that a liquid secondary market will exist for any particular futures contract or option at any specific time. Thus, it may not be possible to close a futures or options position. In the event of adverse price movements, a Fund would continue to be required to make daily cash payments to maintain its required margin. In such situations, if a Fund has insufficient cash, it may have to sell portfolio securities to meet daily margin requirements at a time when it may be disadvantageous to do so. In addition, a Fund may be required to make delivery of the instruments underlying futures contracts it has sold.
Each Fund will minimize the risk that it will be unable to close out a futures or options contract by only entering into futures and options for which there appears to be a liquid secondary market.
The risk of loss in trading futures contracts or uncovered call options in some strategies (e.g., selling uncovered index futures contracts) is potentially unlimited. The Funds do not plan to use futures and options contracts, when available, in this manner. The risk of a futures position may still be large as traditionally measured due to the low margin deposits required. In many cases, a relatively small price movement in a futures contract may result in immediate and substantial loss or gain to the investor relative to the size of a required margin deposit. A Fund, however, may utilize futures and options contracts in a manner designed to limit its risk exposure to that which is comparable to what it would have incurred through direct investment in securities.
Utilization of futures transactions by a Fund involves the risk of imperfect or even negative correlation to its benchmark Index if the index underlying the futures contracts differs from the benchmark Index or if the futures contracts do not track the benchmark Index as expected. There is also the risk of loss by a Fund of margin deposits in the event of bankruptcy of a broker with whom a Fund has an open position in the futures contract or option.
Certain financial futures exchanges limit the amount of fluctuation permitted in futures contract prices during a single trading day. The daily price fluctuation limit or 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, generally 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 absence of a regulated execution facility or contract market and lack of liquidity for swap transactions has led, in some instances, to difficulties in trading and valuation, especially in the event of market disruptions. Under recently adopted rules and regulations, transactions in some types of swaps are required to be centrally cleared. In a cleared
28

derivatives transaction, a Fund's counterparty to the transaction is a central derivatives clearing organization, or clearing house, rather than a bank or broker. Because the Funds are not members of a clearing house, and only members of a clearing house can participate directly in the clearing house, each Fund holds cleared derivatives through accounts at clearing members. In cleared derivatives transactions, a Fund will make payments (including margin payments) to and receive payments from a clearing house through its accounts at clearing members. Clearing members guarantee performance of their clients' obligations to the clearing house. Centrally cleared derivative arrangements may be less favorable to a Fund than bilateral (non-cleared) arrangements. For example, a Fund may be required to provide greater amounts of margin for cleared derivatives transactions than for bilateral derivatives transactions. Also, in contrast to bilateral derivatives transactions, in some cases following a period of notice to a Fund, a clearing member generally can require termination of existing cleared derivatives transactions at any time or an increase in margin requirements above the margin that the clearing member required at the beginning of a transaction. Clearing houses also have broad rights to increase margin requirements for existing transactions or to terminate transactions at any time in accordance with their rules. A Fund is subject to risk if it enters into a derivatives transaction that is required to be cleared (or which SSGA FM expects to be cleared), and no clearing member is willing or able to clear the transaction on the Fund's behalf. In that case, the transaction might have to be terminated, and the Fund could lose some or all of the benefit of the transaction, including loss of an increase in the value of the transaction and loss of hedging protection. In addition, the documentation governing the relationship between a Fund and clearing members is drafted by the clearing members and generally is less favorable to the Fund than typical bilateral derivatives documentation.
These clearing rules and other new rules and regulations could, among other things, restrict a Fund's ability to engage in, or increase the cost to the Fund of, derivatives transactions, for example, by making some types of derivatives no longer available to the Fund, increasing margin or capital requirements, or otherwise limiting liquidity or increasing transaction costs. These regulations, as applicable to swaps, are relatively new and evolving, so their potential impact on a Fund and the financial system are not yet known.
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 investments. 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.
EUROPE – RECENT EVENTS
A number of countries in Europe, including Greece, Spain, Ireland, Italy, and Portugal, have experienced rising government debt levels. The concern over these debt levels has led to volatility in the European financial markets, which has adversely affected the exchange rate of the euro and may continue to significantly affect every country in Europe. For some countries, the ability to repay sovereign debt is in question, and default is possible, which could affect their ability to borrow in the future. Several countries have agreed to multi-year bailout loans from the European Central Bank, the IMF, and other institutions. A default or debt restructuring by any European country can adversely impact holders of that country's debt and can affect exposures to other European Union (EU) countries and their financial companies as well. These financial difficulties may continue, worsen or spread within or outside Europe. Responses to the financial problems by European governments, central banks and others, including austerity measures and reforms, may not work, may result in social unrest and may limit future growth and economic recovery or have other unintended consequences.
Uncertainties regarding the viability of the EU have impacted and may continue to impact markets in the United States and around the world. On January 31, 2020, the United Kingdom formally withdrew from the EU (commonly referred to as Brexit) and entered an 11-month transition period. The transition period concluded on December 31, 2020, and the United Kingdom left the EU single market and customs union under the terms of a new trade agreement. The agreement governs the new relationship between the United Kingdom and EU with respect to trading goods and services, but critical aspects of the relationship remain unresolved and subject to further negotiation and agreement. The full scope and nature of the consequences of the exit are not at this time known and are unlikely to be known for a significant period of time. It
29

is also unknown whether the United Kingdom's exit will increase the likelihood of other countries also departing the EU. Any additional exits from the EU, or the possibility of such exits, may have a significant impact on the United Kingdom, Europe, and global economies, which may result in increased volatility and illiquidity, new legal and regulatory uncertainties and potentially lower economic growth for such economies that could potentially have an adverse effect on the value of a Fund's investments.
LIBOR RISK
Instruments or contracts in which the Funds invest may pay interest at floating or adjusting rates based on LIBOR or may be subject to interest caps or floors tied to LIBOR. LIBOR is used extensively in the U.S. and globally as a benchmark or reference rate for various commercial and financial contracts, including corporate and municipal bonds, bank loans, asset-backed and mortgage-related securities, interest rate swaps and other derivatives.
On July 27, 2017, the United Kingdom's Financial Conduct Authority (FCA), which regulates LIBOR, announced that after 2021, it would cease its active encouragement of banks to provide quotations needed to sustain the LIBOR rate. On March 5, 2021, the administrator of LIBOR announced a delay in the phase out of the majority of the USD LIBOR publications until June 30, 2023, with the remainder of USD LIBOR publications having ceased on December 31, 2021. The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, a steering committee comprised of large U.S. financial institutions, has identified the Secured Overnight Financial Rate (SOFR) as the preferred alternative rate to LIBOR. SOFR is a relatively new index calculated by short-term repurchase agreements, backed by Treasury securities.
While some instruments or contracts may contemplate a scenario where LIBOR is no longer available by providing for an alternative rate setting methodology, not all instruments or contracts may have such fallback provisions. Abandonment of or modifications to LIBOR could lead to significant short-term and long-term uncertainty and market instability and the extent to which that may impact a Fund may vary depending on various factors, which include, but are not limited to: (i) existing fallback or termination provisions in individual contracts and (ii) whether, how, and when industry participants develop and adopt new successor reference rates and/or fallbacks for both legacy and new instruments or contracts. To address the potential risks and uncertainty associated with instruments or contracts containing no fallback provisions, in March 2022, the Biden administration enacted legislation that provides a uniform national approach for replacing USD LIBOR. In instances where a contract or instrument does not contain an effective fallback provision, the USD LIBOR rate will be replaced by a rate based on SOFR that is selected by the Board of Governors of the Federal Reserve System.
The transition to a successor rate may result in (i) increased volatility or illiquidity in markets for instruments or contracts that currently rely on LIBOR, (ii) a reduction in the value of certain instruments or contracts held by a Fund, (iii) reduced effectiveness of related Fund transactions, such as hedging, (iv) additional tax, accounting and regulatory risks, or (v) costs incurred in connection with closing out positions and entering into new trades. Any pricing adjustments to a Fund's investments resulting from a substitute reference rate may also adversely affect a Fund's performance and/or NAV. Additionally, if LIBOR ultimately ceases to exist, a Fund may need to renegotiate the credit agreements extending beyond the LIBOR phase out date with a Fund's obligors that utilize LIBOR as a factor in determining the interest rate and certain of a Fund's existing credit facilities to replace LIBOR with a new rate. Any pricing adjustments to a Fund's investments resulting from a substitute reference rate may also adversely affect a Fund's performance and/or NAV. There is no assurance that the composition or characteristics of any such alternative reference rate will be similar to or produce the same value or economic equivalence as LIBOR or that instruments or contracts using an alternative rate will have the same volume or liquidity.
MARKET TURBULENCE RESULTING FROM COVID-19
An outbreak of a respiratory disease caused by a novel coronavirus (known as COVID-19) first detected in China in December 2019 has spread globally. In an organized attempt to contain and mitigate the effects of the spread of COVID-19, governments and businesses world-wide took and may continue to take aggressive measures, including closing borders, restricting international and domestic travel, and the imposition of prolonged quarantines of large populations. COVID-19 has resulted in and may continue to result in the disruption of and delays in the delivery of healthcare services and processes, the cancellation of organized events and educational institutions, the disruption of production and supply chains, a decline in consumer demand for certain goods and services, and general concern and uncertainty, all of which have contributed to increased volatility in global markets. The effects of COVID-19 will likely affect certain sectors and industries more dramatically than others, which may adversely affect the value of a Fund's investments in those sectors or industries. COVID-19, and other epidemics and pandemics that may arise in the future, could adversely affect the
30

economies of many nations, the global economy, individual companies and capital markets in ways that cannot be foreseen at the present time. In addition, the impact of infectious diseases in developing or emerging market countries may be greater due to limited health care resources. Political, economic and social stresses caused by COVID-19 also may exacerbate other pre-existing political, social and economic risks in certain countries. The duration of COVID-19 and its effects cannot be determined at this time, but the effects could be present for an extended period of time.
RUSSIA SANCTIONS RISK
Sanctions threatened or imposed by a number of jurisdictions, including the United States, the European Union and the United Kingdom, and other intergovernmental actions that have been or may be undertaken in the future, against Russia, Russian entities or Russian individuals, may result in the devaluation of Russian currency, a downgrade in the country's credit rating, an immediate freeze of Russian assets, a decline in the value and liquidity of Russian securities, property or interests, and/or other adverse consequences to the Russian economy or a Fund. The scope and scale of sanctions in place at a particular time may be expanded or otherwise modified in a way that have negative effects on a Fund. Sanctions, or the threat of new or modified sanctions, could impair the ability of a Fund to buy, sell, hold, receive, deliver or otherwise transact in certain affected securities or other investment instruments. Sanctions could also result in Russia taking counter measures or other actions in response, which may further impair the value and liquidity of Russian securities. These sanctions, and the resulting disruption of the Russian economy, may cause volatility in other regional and global markets and may negatively impact the performance of various sectors and industries, as well as companies in other countries, which could have a negative effect on the performance of a Fund, even if a Fund does not have direct exposure to securities of Russian issuers. As a collective result of the imposition of sanctions, Russian government countermeasures and the impact that they have had on the trading markets for Russian securities, certain Funds have used, and may in the future use, fair valuation procedures approved by the Fund's Board to value certain Russian securities, which could result in such securities being deemed to have a zero value.
A reduction in liquidity of certain Fund holdings as a result of sanctions and related actions may cause a Fund to experience increased premiums or discounts to its NAV and/or wider bid-ask spreads. Additionally, if it becomes impracticable or unlawful for a Fund to hold securities subject to, or otherwise affected by, sanctions, or if deemed appropriate by the Fund's investment adviser, the Fund may prohibit in-kind deposits of the affected securities in connection with creation transactions and instead require a cash deposit, which may also increase the Fund's transaction costs.
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-advantaged 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 Shares.
Investment Restrictions
The Trust has adopted the following investment restrictions as fundamental policies with respect to each Fund. These restrictions cannot be changed without the approval of the holders of a majority of a 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, each Fund may not:
1.
Concentrate its investments in securities of issuers in the same industry, except as may be necessary to approximate the composition of the Fund's underlying Index;(1)
2.
Make loans to another person except as permitted by the 1940 Act or other governing statute, by the Rules thereunder, or by the SEC or other regulatory agency with authority over the Fund;
(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.
31

3.
Issue senior securities or borrow money, except as permitted by the 1940 Act or other governing statute, by the Rules thereunder, or by the SEC or other regulatory agency with authority over the Fund;
4.
Invest directly in real estate unless the real estate is acquired as a result of ownership of securities or other instruments. This restriction shall not preclude the Fund from investing in companies that deal in real estate or in instruments that are backed or secured by real estate;
5.
Act as an underwriter of another issuer's securities, except to the extent the Fund may be deemed to be an underwriter within the meaning of the Securities Act 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 Fund.
In addition to the investment restrictions adopted as fundamental policies as set forth above, each Fund observes the following restrictions, which may be changed by the Board without a shareholder vote. Each Fund will not:
1.
Invest in the securities of a company for the purpose of exercising management or control, provided that the Trust may vote the investment securities owned by the Fund in accordance with its views; or
2.
Under normal circumstances:
a. with respect to the SPDR Portfolio Europe ETF and SPDR EURO STOXX 50 ETF, invest less than 80% of its total assets in component securities that comprise its relevant benchmark Index;
b. with respect to the Funds (except the SPDR Portfolio Europe ETF and SPDR EURO STOXX 50 ETF), invest less than 80% of its total assets in component securities that comprise its relevant benchmark Index and in depositary receipts (including ADRs or GDRs) based on the securities in its Index;
c. with respect the SPDR Bloomberg SASB Developed Markets Ex US ESG Select ETF, invest less than 80% of its net assets, plus the amount of borrowings for investment purposes, in securities of companies outside the United States. Prior to any change in the Fund's 80% investment policy, the Fund will provide shareholders with 60 days' written notice.
d. with respect to the SPDR S&P Emerging Asia Pacific ETF invest less than 80% of its net assets (plus the amount of borrowings for investment purposes) in securities of Asian Pacific companies. Prior to any change in the Fund's 80% investment policy, the Fund will provide shareholders with 60 days' written notice;
e. with respect to the SPDR S&P China ETF, invest less than 80% of its net assets (plus the amount of borrowings for investment purposes) in securities of Chinese companies. Prior to any change in the Fund's 80% investment policy, the Fund will provide shareholders with 60 days' written notice;
f. with respect to the SPDR S&P International Small Cap ETF and the SPDR S&P Emerging Markets Small Cap ETF, invest less than 80% of its net assets (plus the amount of borrowings for investment purposes) in securities of small capitalization companies. Prior to any change in each Fund's 80% investment policy, the Fund will provide shareholders with 60 days' written notice;
g. with respect to the SPDR Dow Jones International Real Estate ETF and the SPDR Dow Jones Global Real Estate ETF, invest less than 80% of its net assets (plus the amount of borrowings for investment purposes) in securities of real estate companies. Prior to any change in each Fund's 80% investment policy, the Fund will provide shareholders with 60 days' written notice;
h. with respect to the SPDR S&P Global Infrastructure ETF, invest less than 80% of its net assets (plus the amount of borrowings for investment purposes) in securities of companies in the infrastructure industry. Prior to any change in the Fund's 80% investment policy, the Fund will provide shareholders with 60 days' written notice;
i. with respect to the SPDR S&P Global Natural Resources ETF, invest less than 80% of its net assets (plus the amount of borrowings for investment purposes) in securities of natural resources and commodities companies. Prior to any change in the Fund's 80% investment policy, the Fund will provide shareholders with 60 days' written notice;
32

j. with respect to the SPDR MSCI EAFE StrategicFactors ETF, invest less than 80% of its net assets (plus the amount of borrowings for investment purposes) in securities of European, Australasian and/or Far Eastern companies. Prior to any change in the Fund's 80% investment policy, the Fund will provide shareholders with 60 days' written notice;
k. with respect to the SPDR S&P North American Natural Resources ETF, invest less than 80% of its net assets (plus the amount of borrowings for investment purposes) in securities of North American natural resources and commodities companies. Prior to any change in the Fund's 80% investment policy, the Fund will provide shareholders with 60 days' written notice;
l. with respect to the SPDR MSCI EAFE Fossil Fuel Reserves Free ETF and the SPDR MSCI Emerging Markets Fossil Fuel Reserves Free ETF, invest less than 80% of its net assets, plus the amount of borrowings for investment purposes, in securities of companies that do not own fossil fuel reserves. Prior to any change in each Fund's 80% investment policy, the Fund will provide shareholders with 60 days' written notice.
In addition, with respect to SPDR MSCI ACWI ex-US ETF and SPDR Portfolio Emerging Markets ETF, each Fund will neither invest in securitized instruments (including asset-backed securities, mortgage-backed securities, or asset-backed commercial paper) nor sweep excess cash into any non-governmental money market fund.
The Funds define the foregoing terms in accordance with the definition of such terms per the applicable Index. If a percentage limitation is adhered to at the time of investment or contract, a later increase or decrease in percentage resulting from any change in value or total or net assets will not result in a violation of such restriction, except that the percentage limitations with respect to the borrowing of money will be observed continuously. With respect to the limitation on borrowing, in the event that a subsequent change in net assets or other circumstances cause a Fund to exceed its limitation, the Fund will take steps to bring the aggregate amount of borrowing back within the limitations within three days thereafter (not including Sundays and holidays).
The 1940 Act currently permits each Fund to loan up to 33 1/3% of its total assets. With respect to borrowing, the 1940 Act presently allows each Fund to: (1) borrow from any bank (including pledging, mortgaging or hypothecating assets) in an amount up to 33 1/3% of its total assets, (2) borrow money for temporary purposes in an amount not exceeding 5% of the value of the Fund's total assets at the time of the loan, and (3) enter into reverse repurchase agreements. However, under normal circumstances any borrowings by a Fund will not exceed 10% of the Fund's total assets. The 1940 Act generally prohibits funds from issuing senior securities, although it does not treat certain transactions as senior securities, such as certain borrowings, with appropriate asset coverage. With respect to investments in commodities, the 1940 Act presently permits the Funds to invest in commodities in accordance with investment policies contained in its prospectus and SAI. Any such investment shall also comply with the CEA and the rules and regulations thereunder. The 1940 Act does not directly restrict an investment company's ability to invest in real estate, but does require that every investment company have the fundamental investment policy governing such investments. The Funds will not purchase or sell real estate, except that a Fund may invest in companies that deal in real estate (including REITs) or in instruments that are backed or secured by real estate.
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 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. 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 consider the suspension of trading in, and may initiate delisting proceedings of, the Shares of a Fund under any of the following circumstances: (i) if the Exchange becomes aware that the Fund is no longer eligible to operate in reliance on Rule 6c-11 under the 1940 Act; (ii) if the Fund no longer complies with the applicable listing requirements set forth in the Exchange's rules; (iii) if, following the initial twelve-month period after commencement of trading on the Exchange of the Fund, there are fewer than 50 beneficial holders of the Fund; or (iv) if such other event shall occur or condition exists which, in the opinion of the Exchange, makes further dealings on the Exchange inadvisable. The Exchange will remove the Shares from listing and trading upon termination of a Fund.
33

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 or an investor's equity interest in the Fund.
As in the case of other publicly traded securities, brokers' commissions on transactions will be based on negotiated commission rates at customary levels.
The base and trading currencies of each Fund is the U.S. dollar. The base currency is the currency in which a 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, Distributor, Administrator and Sub-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., the 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 presents the Board with information concerning the investment objectives, strategies and risks of the Fund, as well as proposed investment limitations for the Fund. Additionally, the Fund's Adviser provides 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 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 Investment Advisory Agreement with the Adviser, the Board meets with the Adviser to review such services. Among other things, the Board regularly considers the Adviser's adherence to each 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
34

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 Funds' 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, 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 Funds, 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 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 eight members of the Board of Trustees, six of whom are not interested persons of the Trust, as that term is defined in the 1940 Act (Independent Trustees). Carl Verboncoeur, 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 (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 overseen by the Board. The Board also believes that its leadership structure facilitates the orderly and efficient flow of information to the Independent Trustees from fund management.
The Board of Trustees has two standing committees: the Audit Committee and Trustee Committee. The Audit Committee and Trustee Committee are each chaired by an Independent Trustee and composed of all of the Independent Trustees.
Set forth below are the names, year of birth, position with the Trust, length of term of office, and the principal occupations during the last five years and other directorships held of each of the persons currently serving as a Trustee or Officer of the Trust.
TRUSTEES
Name, Address
and Year of Birth
Position(s)
With
Funds
Term of
Office and
Length of
Time Served
Principal
Occupation(s)
During Past
Five Years
Number of
Portfolios
in Fund
Complex
Overseen
by Trustee†
Other
Directorships
Held by
Trustee
During Past
Five Years
INDEPENDENT TRUSTEES
CARL G. VERBONCOEUR
c/o SPDR Index Shares
Funds
One Iron Street
Boston, MA 02210
1952
Independent
Trustee,
Chairman,
Trustee
Committee
Chair
Term:
Unlimited
Served:
since April
2010
Self-employed
consultant since 2009.
125
The Motley Fool Funds
Trust (Trustee).
DWIGHT D. CHURCHILL
c/o SPDR Index Shares
Funds
One Iron Street
Independent
Trustee, Audit
Committee
Chair
Term:
Unlimited
Served:
since April
Self-employed
consultant since 2010;
CEO and President,
CFA Institute (June 2014
125
Affiliated Managers
Group, Inc. (Chairman,
Director and Audit
Committee Chair).
35

Name, Address
and Year of Birth
Position(s)
With
Funds
Term of
Office and
Length of
Time Served
Principal
Occupation(s)
During Past
Five Years
Number of
Portfolios
in Fund
Complex
Overseen
by Trustee†
Other
Directorships
Held by
Trustee
During Past
Five Years
Boston, MA 02210
1953
 
2010
- January 2015).
 
 
CLARE S. RICHER
c/o SPDR Index Shares
Funds
One Iron Street
Boston, MA 02210
1958
Independent
Trustee
Term:
Unlimited
Served:
since July
2018
Retired. Chief Financial
Officer, Putnam
Investments LLC
(December 2008 - May
2017).
125
Principal Financial
Group (Director and
Financial Committee
Chair); Bain Capital
Specialty Finance
(Director); University of
Notre Dame (Trustee);
Putnam Acquisition
Financing Inc. (Director);
Putnam Acquisition
Financing LLC
(Director); Putnam GP
Inc. (Director); Putnam
Investor Services, Inc.
(Director); Putnam
Investments Limited
(Director).
SANDRA G. SPONEM
c/o SPDR Index Shares
Funds
One Iron Street
Boston, MA 02210
1958
Independent
Trustee
Term:
Unlimited
Served:
since July
2018
Retired. Chief Financial
Officer, M.A. Mortenson
Companies, Inc.
(construction and real
estate company)
(February 2007 - April
2017).
125
Rydex Series Funds,
Rydex Dynamic Funds,
Rydex Variable Trust,
Guggenheim Funds
Trust, Guggenheim
Variable Funds Trust,
Guggenheim Strategy
Funds Trust,
Transparent Value Trust,
Fiduciary/ Claymore
Energy Infrastructure
Fund, Guggenheim
Taxable Municipal Bond
& Investment Grade
Debt Trust, Guggenheim
Strategic Opportunities
Fund, Guggenheim
Enhanced Equity
Income Fund,
Guggenheim Credit
Allocation Fund,
Guggenheim Energy &
Income Fund,
Guggenheim Active
Allocation Fund (Trustee
and Audit Committee
Chair).
CAROLYN M. CLANCY
c/o SPDR Index Shares
Funds
One Iron Street
Boston, MA 02210
1960
Independent
Trustee
Term
Unlimited
Served:
since
October
2022
Retired. Executive Vice
President, Head of
Strategy, Analytics and
Market Readiness,
Fidelity Investments
(April 2020 – June
2021); Executive Vice
President, Head of
Broker Dealer Business,
Fidelity Investments
(July 2017 – March
2020).
125
Assumption University
(Trustee); Big Sister
Association of Greater
Boston (Director).
KRISTI L. ROWSELL
c/o SPDR Index Shares
Funds
One Iron Street
Boston, MA 02210
1966
Independent
Trustee
Term
Unlimited
Served:
since
October
2022
Partner and President,
Harris Associates (2010
– 2021).
125
Oakmark Funds
(Trustee); Board of
Governors, Investment
Company Institute
(Member); Habitat for
Humanity Chicago
36

Name, Address
and Year of Birth
Position(s)
With
Funds
Term of
Office and
Length of
Time Served
Principal
Occupation(s)
During Past
Five Years
Number of
Portfolios
in Fund
Complex
Overseen
by Trustee†
Other
Directorships
Held by
Trustee
During Past
Five Years
 
 
 
 
 
(Director).
INTERESTED TRUSTEES
JAMES E. ROSS*
c/o SPDR Index Shares
Funds
One Iron Street
Boston, MA 02210
1965
Interested
Trustee
Term:
Unlimited
Served as
Trustee:
since April
2010
President, Winnisquam
Capital LLC (December
2022 – present);
Non-Executive
Chairman, Fusion
Acquisition Corp II
(February 2020 –
present); Non-Executive
Chairman, Fusion
Acquisition Corp. (June
2020 – September
2021); Retired Chairman
and Director, SSGA
Funds Management, Inc.
(2005 – March 2020);
Retired Executive Vice
President, State Street
Global Advisors (2012 –
March 2020); Retired
Chief Executive Officer
and Manager, State
Street Global Advisors
Funds Distributors, LLC
(May 2017 – March
2020); Director, State
Street Global Markets,
LLC (2013 – April 2017);
President, SSGA Funds
Management, Inc. (2005
– 2012); Principal, State
Street Global Advisors
(2000 – 2005).
136
Investment Managers
Series Trust (December
2022 – present); The
Select Sector SPDR
Trust (November 2005 –
present); SSGA SPDR
ETFs Europe I plc
(Director) (November
2016 – March 2020);
SSGA SPDR ETFs
Europe II plc (Director)
(November 2016 –
March 2020); State
Street Navigator
Securities Lending Trust
(July 2016 – March
2020); SSGA Funds
(January 2014 – March
2020); State Street
Institutional Investment
Trust (February 2007 –
March 2020); State
Street Master Funds
(February 2007 – March
2020); Elfun Funds (July
2016 – December
2018).
GUNJAN CHAUHAN**
c/o SPDR Index Shares
Funds
One Iron Street
Boston, MA 02210
1982
Interested
Trustee
Term
Unlimited
Served:
since
October
2022
Senior Managing
Director, State Street
Global Advisors (April
2018 – Present);
Managing Director, State
Street Global Advisors
(June 2015– March
2018).
125
State Street ICAV
(Director).
For the purpose of determining the number of portfolios overseen by the Trustees, Fund Complex comprises registered investment companies for which SSGA Funds Management, Inc. serves as investment adviser, which includes series of the SPDR Series Trust, SSGA Active Trust and SPDR Index Shares Funds.
*
Mr. Ross is an Interested Trustee because of his ownership interest in an affiliate of the Adviser. Mr. Ross previously served as an Interested Trustee from November 2005 to December 2009.
**
Ms. Chauhan is an Interested Trustee because of her position with an affiliate of the Adviser.
OFFICERS
Name, Address
and Year of Birth
Position(s)
With Funds
Term of
Office and
Length of
Time Served
Principal Occupation(s)
During Past Five Years
ELLEN M. NEEDHAM
SSGA Funds Management, Inc.
One Iron Street
Boston, MA 02210
1967
President
Term: Unlimited
Served: since
October 2012
Chairman, SSGA Funds Management, Inc. (March 2020
- present); President and Director, SSGA Funds
Management, Inc. (2001 - present)*; Senior Managing
Director, State Street Global Advisors (1992 - present)*;
Manager, State Street Global Advisors Funds
Distributors, LLC (May 2017 - present).
37

Name, Address
and Year of Birth
Position(s)
With Funds
Term of
Office and
Length of
Time Served
Principal Occupation(s)
During Past Five Years
BRUCE S. ROSENBERG
SSGA Funds Management, Inc.
One Iron Street
Boston, MA 02210
1961
Treasurer
Term: Unlimited
Served: since
February 2016
Managing Director, State Street Global Advisors and
SSGA Funds Management, Inc. (July 2015 - present);
Director, Credit Suisse (April 2008 - July 2015).
ANN M. CARPENTER
SSGA Funds Management, Inc.
One Iron Street
Boston, MA 02210
1966
Vice President;
Deputy Treasurer
Term: Unlimited
Served: since
August 2012
(with respect to
Vice President);
Unlimited
Served: since
February 2016
(with respect to
Deputy
Treasurer)
Chief Operating Officer, SSGA Funds Management, Inc.
(April 2005 - present)*; Managing Director, State Street
Global Advisors (April 2005 - present).*
MICHAEL P. RILEY
SSGA Funds Management, Inc.
One Iron Street
Boston, MA 02210
1969
Vice President
Term: Unlimited
Served: since
February 2005
Managing Director, State Street Global Advisors (2005 -
present).*
SEAN O'MALLEY
SSGA Funds Management, Inc.
One Iron Street
Boston, MA 02210
1969
Chief Legal Officer
Term: Unlimited
Served: since
August 2019
Senior Vice President and Deputy General Counsel,
State Street Global Advisors (November 2013 - present).
DAVID URMAN
SSGA Funds Management, Inc.
One Iron Street
Boston, MA 02210
1985
Secretary
Term: Unlimited
Served: since
August 2019
Vice President and Senior Counsel, State Street Global
Advisors (April 2019 - present); Vice President and
Counsel, State Street Global Advisors (August 2015 -
April 2019); Associate, Ropes & Gray LLP (November
2012 - August 2015).
DAVID BARR
SSGA Funds Management, Inc.
One Iron Street
Boston, MA 02210
1974
Assistant Secretary
Term: Unlimited
Served: since
November 2020
Vice President and Senior Counsel, State Street Global
Advisors (October 2019 - present); Vice President and
Counsel, Eaton Vance Corp. (October 2010 - October
2019).
CHAD C. HALLETT
SSGA Funds Management, Inc.
One Iron Street
Boston, MA 02210
1969
Deputy Treasurer
Term: Unlimited
Served: since
February 2016
Vice President, State Street Global Advisors and SSGA
Funds Management, Inc. (November 2014 - present).
DARLENE ANDERSON-VASQUEZ
SSGA Funds Management, Inc.
One Iron Street
Boston, MA 02210
1968
Deputy Treasurer
Term: Unlimited
Served: since
November 2016
Managing Director, State Street Global Advisors and
SSGA Funds Management, Inc. (May 2016 - present);
Senior Vice President, John Hancock Investments
(September 2007 - May 2016).
ARTHUR A. JENSEN
SSGA Funds Management, Inc.
1600 Summer Street
Stamford, CT 06905
1966
Deputy Treasurer
Term: Unlimited
Served: since
August 2017
Vice President, State Street Global Advisors and SSGA
Funds Management, Inc. (July 2016 - present); Mutual
Funds Controller, GE Asset Management Incorporated
(April 2011 - July 2016).
DAVID LANCASTER
SSGA Funds Management, Inc.
One Iron Street
Boston, MA 02210
1971
Assistant Treasurer
Term: Unlimited
Served: since
November 2020
Vice President, State Street Global Advisors and SSGA
Funds Management, Inc. (July 2017 - present); Assistant
Vice President, State Street Bank and Trust Company
(November 2011 - July 2017).*
RYAN HILL
SSGA Funds Management, Inc.
One Iron Street
Boston, MA 02210
1982
Assistant Treasurer
Term: Unlimited
Served: since
May 2022
Vice President, State Street Global Advisors and SSGA
Funds Management Inc. (May 2017 – present);
Assistant Vice President, State Street Bank and Trust
Co. (May 2014 – May 2017).
38

Name, Address
and Year of Birth
Position(s)
With Funds
Term of
Office and
Length of
Time Served
Principal Occupation(s)
During Past Five Years
JOHN BETTENCOURT
SSGA Funds Management, Inc.
One Iron Street
Boston, MA 02210
1976
Assistant Treasurer
Term: Unlimited
Served: since
May 2022
Vice President, State Street Global Advisors and SSGA
Funds Management Inc. (March 2020 – present);
Assistant Vice President, State Street Global Advisors
(June 2007 – March 2020).
BRIAN HARRIS
SSGA Funds Management, Inc.
One Iron Street
Boston, MA 02210
1973
Chief Compliance
Officer; Anti-Money
Laundering Officer;
Code of Ethics
Compliance Officer
Term: Unlimited
Served: since
November 2013
Managing Director, State Street Global Advisors and
SSGA Funds Management, Inc. (June 2013 - present).*
*
Served in various capacities and/or with various affiliated entities during the 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. 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. 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 Ms. Richer should serve as Trustee because of the experience she gained serving as the Chief Financial Officer of a large financial services and investment management company, her knowledge of the financial services industry and her experience serving on the board of a major educational institution. Ms. Richer was appointed to serve as Trustee of the Trust in July 2018 and elected to serve as Trustee of the Trust in October 2022.
The Board has concluded that Ms. Sponem should serve as Trustee because of the experience she gained serving as the Chief Financial Officer of a large financial services company, her knowledge of the financial services industry and her experience serving on the boards of other investment companies. Ms. Sponem was appointed to serve as Trustee of the Trust in July 2018 and elected to serve as Trustee of the Trust in October 2022.
The Board has concluded that Ms. Clancy should serve as Trustee because of the experience she gained serving as an Executive Vice President of a large financial services company, her knowledge of the financial services industry and her experience serving on the boards of a major educational institution and a charitable foundation. Ms. Clancy was elected to serve as Trustee of the Trust in October 2022.
The Board has concluded that Ms. Rowsell should serve as Trustee because of the experience she gained serving as the President and Chief Financial Officer of a large financial services company, her knowledge of the financial services industry and her experience serving on the boards of a financial services company, a leading association representing regulated investment funds and a charitable foundation. Ms. Clancy was elected to serve as Trustee of the Trust in October 2022.
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).
39

The Board has concluded that Ms. Chauhan should serve as Trustee because of the experience she has gained in her various roles with an affiliate of the Adviser and her knowledge of the financial services industry. Ms. Chauhan was elected to serve as Trustee of the Trust in October 2022.
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, SSGA Active Trust and SPDR Series Trust (together with the Trust, the Trusts) pay, in the aggregate, each Trustee (other than Ms. Chauhan) an annual fee of $300,000 (prior to January 1, 2022, $270,000) plus $10,000 per in-person meeting attended and $2,500 for each telephonic or video conference meeting attended.  The Chairman of the Board receives an additional annual fee of $115,000 (prior to January 1, 2023, $75,000) and the Chairman of the Audit Committee receives an additional annual fee of $40,000 (prior to January 1, 2023, $30,000). The Trusts also reimburse each Trustee (other than Ms. Chauhan) for travel and other out-of-pocket expenses incurred by him/her in connection with attending such meetings and in connection with attending industry seminars and meetings. Trustee fees are allocated between the Trusts and each of their respective series in such a manner as deemed equitable, taking into consideration the relative net assets of the series.
The table below shows the compensation that the Trustees received during the Trust's fiscal year ended September 30, 2022.
Name of
Trustee
Aggregate
Compensation
from the Trust
Pension or
Retirement
Benefits
Accrued
as Part
of Trust
Expenses
Estimated
Annual
Benefits
Upon
Retirement
Total
Compensation
from the
Trust and
Fund Complex
Paid to
Trustees(1)
Independent Trustees:
Carl G. Verboncoeur
$56,790
  N/A
  N/A
$440,000
Dwight D. Churchill
$50,980
  N/A
  N/A
$395,000
Clare S. Richer
$47,107
  N/A
  N/A
$365,000
Sandra G. Sponem
$47,107
  N/A
  N/A
$365,000
Carolyn M. Clancy(2)
  N/A
  N/A
  N/A
  N/A
Kristi L. Rowsell(2)
  N/A
  N/A
  N/A
  N/A
Interested Trustees:
James E. Ross
$47,107
  N/A
  N/A
$365,000
Gunjan Chauhan(3)
  N/A
  N/A
  N/A
  N/A
(1)
The Fund Complex includes SPDR Series Trust, SSGA Active Trust and SPDR Index Shares Funds.
(2)
Trustee was elected to the Board as of October 20, 2022, and therefore did not receive any compensation from the Fund Complex for services as a Trustee for the fiscal year ended September 30, 2022. During the fiscal year ended September 30, 2022, Ms. Rowsell received $78,875 from the Fund Complex ($9,968 from the Trust) for consulting services provided to the Fund Complex.
(3)
Not compensated by the Trust due to Ms. Chauhan's position with an affiliate of the Adviser.
STANDING COMMITTEES
Audit Committee: The Board has an Audit Committee consisting of Messrs. Verboncoeur and Churchill and Mses. Clancy, Richer, Rowsell and Sponem, each of which is an Independent Trustee. Mr. Churchill serves as Chairman. 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 September 30, 2022.
40

Trustee Committee: The Board has established a Trustee Committee consisting of Messrs. Verboncoeur and Churchill and Mses. Clancy, Richer, Rowsell and Sponem, each of which is an Independent Trustee. Mr. Verboncoeur serves as Chairman. The responsibilities of the Trustee Committee are to: 1) nominate Independent Trustees; 2) review on a periodic basis the governance structures and procedures of the Funds; 3) review proposed resolutions and conflicts of interest that may arise in the business of the Funds and may have an impact on the investors of the Funds; 4) select any independent counsel of the independent trustees as well as make determinations as to that counsel's independence; 5) review matters that are referred to the Committee by the Chief Legal Officer or other counsel to the Trust; and 6) provide general oversight of the Funds on behalf of the investors of the Funds. The Trustee Committee does not have specific procedures in place with respect to the consideration of nominees recommended by security holders, but may consider such nominees in the event that one is recommended. The Trustee Committee met four (4) times during the fiscal year ended September 30, 2022.
OWNERSHIP OF FUND SHARES
As of December 31, 2022, neither the Independent Trustees nor their immediate family members owned beneficially or of record any securities in the Adviser, Principal Underwriter or any person directly or indirectly controlling, controlled by, or under common control with the Adviser or Principal Underwriter.
The following table shows, as of December 31, 2022, the amount of equity securities beneficially owned by each Trustee in the Funds and the Trust:
Name of Trustee
Fund
Dollar Range of Equity
Securities in the Trust
Aggregate Dollar Range of Equity
Securities in All Funds Overseen
by Trustee in Family of
Investment Companies
Independent Trustees:
 
 
Carl G. Verboncoeur
None
None
$10,001 - $50,000
Dwight D. Churchill
SPDR Portfolio Developed World Ex-US ETF
Over $100,000
Over $100,000
Clare S. Richer
None
None
Over $100,000
Sandra G. Sponem
None
None
Over $100,000
Carolyn M. Clancy
SPDR S&P Global Dividend ETF
$10,001 - $50,000
Over $100,000
Kristi L. Rowsell
SPDR S&P Global Natural Resources ETF
$50,001 - $100,000
Over $100,000
Interested Trustees:
 
 
James E. Ross
SPDR MSCI ACWI ex-US ETF
$10,001 - $50,000
Over $100,000
 
SPDR S&P Emerging Asia Pacific ETF
$10,001 - $50,000
 
Gunjan Chauhan
None
None
None
CODES OF ETHICS
The Trust and the Adviser (which includes applicable reporting personnel of the Distributor) each have adopted a Code of Ethics pursuant to Rule 17j-1 of the 1940 Act, which is designed to prevent affiliated persons of the Trust, the Adviser and the Distributor from engaging in deceptive, manipulative or fraudulent activities in connection with securities held or to be acquired by the Funds (which may also be held by persons subject to the Codes of Ethics). Each Code of Ethics permits personnel, subject to that Code of Ethics, to invest in securities for their personal investment accounts, subject to certain limitations, including securities that may be purchased or held by the Funds.
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 https://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. Each of the Trust's and the Adviser's proxy voting policies are attached at the end of this SAI. Information regarding how a Fund voted proxies relating to its portfolio securities during the most recent twelve-month period ended June 30 is available: (1) without charge by calling 1-866-787-2257; (2) on the Funds' website at https://www.ssga.com/spdrs; and (3) on the SEC's website at https://www.sec.gov.
41

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 Shares, together with estimates and actual cash components, is publicly disseminated daily prior to the opening of the Exchange via the National Securities Clearing Corporation (NSCC). The basket represents one Creation Unit of a Fund. The Trust, the Adviser or State Street will not disseminate non-public information concerning the Trust, except information may be made available prior to its public availability: (i) to a party for a legitimate business purpose related to the day-to-day operations of the Funds, including (a) a service provider, (b) the stock exchanges upon which an ETF is listed, (c) the NSCC, (d) the Depository Trust Company, and (e) financial data/research companies such as Morningstar, Bloomberg L.P., and Reuters, or (ii) to any other party for a legitimate business or regulatory purpose, upon waiver or exception, with the consent of an applicable Trust officer.
Investment Advisory and Other Services
THE INVESTMENT ADVISER
SSGA FM acts as investment adviser to the Trust and, subject to the oversight of the Board, is responsible for the investment management of each Fund. As of September 30, 2022, the Adviser managed approximately $768.42 billion in assets. The Adviser's principal address is One Iron Street, Boston, Massachusetts 02210. The Adviser, a Massachusetts corporation, is a wholly-owned subsidiary of State Street Global Advisors, Inc., which itself is a wholly-owned subsidiary of State Street Corporation, a publicly held financial 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 oversight 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 Adviser is not liable 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 of the continuation of the Investment Advisory Agreement regarding the Funds (except for the SPDR Bloomberg SASB Emerging Markets ESG Select ETF and the SPDR Bloomberg SASB Developed Markets Ex US ESG Select ETF) is available in the Trust's Annual Report to Shareholders for the period ended September 30, 2022. A discussion regarding the basis of the Board's approval of the Investment Advisory Agreement regarding the SPDR Bloomberg SASB Emerging Markets ESG Select ETF and the SPDR Bloomberg SASB Developed Markets Ex US ESG Select ETF is available in the Trust's Semi-Annual Report to Shareholders for the period ended March 31, 2022.
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. The Adviser pays all expenses of each Fund other than the management fee, brokerage, taxes, interest, fees and expenses of the Independent Trustees (including any Trustee's counsel fees), acquired fund fees and expenses, litigation expenses and other extraordinary expenses.
42

For the past three fiscal years ended September 30, the Funds paid the following amounts to the Adviser:
Fund
2022
2021
2020
SPDR Bloomberg SASB Developed Markets Ex US ESG Select ETF(1)
$20,951
  N/A
  N/A
SPDR Bloomberg SASB Emerging Markets ESG Select ETF(1)
$28,689
  N/A
  N/A
SPDR Dow Jones Global Real Estate ETF
$7,528,825
$8,191,206
$9,300,221
SPDR Dow Jones International Real Estate ETF
$4,040,465
$5,351,681
$8,762,663
SPDR EURO STOXX 50 ETF
$5,710,633
$6,552,532
$5,376,086
SPDR MSCI ACWI Climate Paris Aligned ETF(2)
$252,864
$233,321
$214,327
SPDR MSCI ACWI ex-US ETF(3)
$5,120,747
$5,101,581
$4,958,789
SPDR MSCI EAFE Fossil Fuel Reserves Free ETF(4)
$499,118
$463,803
$307,107
SPDR MSCI EAFE StrategicFactors ETF
$2,521,446
$1,867,919
$1,069,254
SPDR MSCI Emerging Markets Fossil Fuel Reserves Free ETF
$383,808
$464,566
$259,552
SPDR MSCI Emerging Markets StrategicFactors ETF
$208,710
$340,366
$535,471
SPDR MSCI World StrategicFactors ETF
$174,220
$146,639
$85,780
SPDR Portfolio Developed World ex-US ETF
$4,826,949
$4,159,454
$2,474,264
SPDR Portfolio Emerging Markets ETF
$6,306,837
$6,305,865
$3,933,296
SPDR Portfolio Europe ETF
$247,977
$195,312
$159,093
SPDR Portfolio MSCI Global Stock Market ETF
$480,160
$476,232
$215,873
SPDR S&P China ETF
$8,821,327
$10,819,733
$7,578,019
SPDR S&P Emerging Asia Pacific ETF
$2,370,271
$3,430,536
$2,457,554
SPDR S&P Emerging Markets Dividend ETF
$1,291,232
$1,456,353
$1,653,829
SPDR S&P Emerging Markets Small Cap ETF
$4,075,015
$3,961,067
$3,218,052
SPDR S&P Global Dividend ETF
$1,115,052
$989,566
$1,046,776
SPDR S&P Global Infrastructure ETF
$1,981,885
$1,609,244
$1,481,476
SPDR S&P Global Natural Resources ETF
$12,037,913
$7,086,366
$4,089,779
SPDR S&P International Dividend ETF
$2,719,173
$2,832,409
$3,091,487
SPDR S&P International Small Cap ETF
$3,015,050
$3,246,862
$2,889,327
SPDR S&P North American Natural Resources ETF
$1,993,352
$1,699,293
$2,049,964
(1)
The Fund commenced operations on January 10, 2022.
(2)
Amounts are net of management fee waivers and/or reimbursements. The management fees waived and/or reimbursed for fiscal years 2022, 2021, and 2020 were $0, $38,506, and $72,561, respectively.
(3)
Amounts are net of management fee waivers and/or reimbursements. The management fees waived and/or reimbursed for fiscal years 2022, 2021, and 2020 were $0, $283,461, and $625,380, respectively.
(4)
Amounts are net of management fee waivers and/or reimbursements. The management fees waived and/or reimbursed for fiscal years 2022, 2021, and 2020 were $0, $76,506, and $103,766, respectively.
The Adviser has contractually agreed to waive a portion of its management fee and/or reimburse expenses in an amount equal to any acquired fund fees and expenses (excluding holdings in acquired funds for cash management purposes, if any) for each Fund until January 31, 2024. This contractual fee waiver and/or reimbursement does not provide for the recoupment by the Adviser of any amounts previously waived or reimbursed. The Adviser may continue this waiver and/or reimbursement from year to year, but there is no guarantee that the Adviser will do so and the waiver and/or reimbursement may be cancelled or modified at any time after January 31, 2024. The waiver and/or reimbursement may not be terminated prior to January 31, 2024 except with the approval of the Board.
PORTFOLIO MANAGERS
The Adviser manages the Funds using a team of investment professionals. The professionals primarily responsible for the day-to-day portfolio management of each Fund are:
Portfolio Management Team
Fund
Emiliano Rabinovich, Karl Schneider and John Law
SPDR Bloomberg SASB Developed Markets Ex US ESG
Select ETF
Emiliano Rabinovich, Lisa Hobart and Amy Cheng
SPDR Bloomberg SASB Emerging Markets ESG Select
ETF
43

Portfolio Management Team
Fund
Karl Schneider, Kala O'Donnell and Olga Winner
SPDR Portfolio Developed World ex-US ETF
Michael Feehily1, Juan Acevedo and Thomas Coleman
SPDR S&P China ETF
Michael Feehily1, Karl Schneider and Juan Acevedo
SPDR MSCI World StrategicFactors ETF
Michael Feehily1, Karl Schneider and Amy Cheng
SPDR S&P Emerging Markets Small Cap ETF
Michael Feehily1, Karl Schneider and David Chin
SPDR S&P Global Natural Resources ETF
Michael Feehily1, Karl Schneider and Michael Finocchi
SPDR MSCI ACWI ex-US ETF
SPDR S&P Global Infrastructure ETF
Michael Feehily1, Karl Schneider and Olga Winner
SPDR S&P Emerging Markets Dividend ETF
Michael Feehily1, Karl Schneider and Thomas Coleman
SPDR MSCI ACWI Climate Paris Aligned ETF
Michael Feehily1, Karl Schneider and Dwayne Hancock
SPDR Portfolio Emerging Markets ETF
Michael Feehily1, Karl Schneider and Lisa Hobart
SPDR MSCI EAFE StrategicFactors ETF
Michael Feehily1, Karl Schneider and Ted Janowsky
SPDR S&P International Dividend ETF
Michael Feehily1, Karl Schneider and Mark Krivitsky
SPDR EURO STOXX 50 ETF
SPDR Portfolio Europe ETF
Michael Feehily1, Karl Schneider and John Law
SPDR MSCI EAFE Fossil Fuel Reserves Free ETF
SPDR MSCI Emerging Markets StrategicFactors ETF
Michael Feehily1, Karl Schneider and Kala O'Donnell
SPDR MSCI Emerging Markets Fossil Fuel Reserves Free
ETF
Michael Feehily1, Karl Schneider, Emiliano Rabinovich and
Olga Winner
SPDR S&P North American Natural Resources ETF
Michael Feehily1, Karl Schneider and Keith Richardson
SPDR Dow Jones Global Real Estate ETF
SPDR Dow Jones International Real Estate ETF
SPDR Portfolio MSCI Global Stock Market ETF
Michael Feehily1, Karl Schneider and Amy Scofield
SPDR S&P Global Dividend ETF
Michael Feehily1, Karl Schneider and Teddy Wong
SPDR S&P Emerging Asia Pacific ETF
SPDR S&P International Small Cap ETF
1
Effective March 1, 2023, Mr. Feehily will no longer serve as a portfolio manager of the Funds.
The following table lists the number and types of accounts managed by each of the key professionals involved in the day-to-day portfolio management for each Fund and assets under management in those accounts. The total number of accounts and assets have been allocated to each respective manager. Therefore, some accounts and assets have been counted twice.
Other Accounts Managed as of September 30, 2022
Portfolio Manager
Registered
Investment
Company
Accounts
Assets
Managed
(billions)*
Other Pooled
Investment
Vehicle
Accounts
Assets
Managed
(billions)*
Other
Accounts
Assets
Managed
(billions)*
Total
Assets
Managed
(billions)
Michael Feehily**
108
$726.03
379
$633.69
517
$420.11
$1,779.83
Karl Schneider
108
$726.03
379
$633.69
517
$420.11
$1,779.83
Juan Acevedo
108
$726.03
379
$633.69
517
$420.11
$1,779.83
Amy Cheng
108
$726.03
379
$633.69
517
$420.11
$1,779.83
David Chin
108
$726.03
379
$633.69
517
$420.11
$1,779.83
Thomas Coleman
108
$726.03
379
$633.69
517
$420.11
$1,779.83
Michael Finocchi
108
$726.03
379
$633.69
517
$420.11
$1,779.83
44

Portfolio Manager
Registered
Investment
Company
Accounts
Assets
Managed
(billions)*
Other Pooled
Investment
Vehicle
Accounts
Assets
Managed
(billions)*
Other
Accounts
Assets
Managed
(billions)*
Total
Assets
Managed
(billions)
Dwayne Hancock
108
$726.03
379
$633.69
517
$420.11
$1,779.83
Lisa Hobart
108
$726.03
379
$633.69
517
$420.11
$1,779.83
Ted Janowsky
108
$726.03
379
$633.69
517
$420.11
$1,779.83
Mark Krivitsky
108
$726.03
379
$633.69
517
$420.11
$1,779.83
John Law
108
$726.03
379
$633.69
517
$420.11
$1,779.83
Kala O'Donnell
108
$726.03
379
$633.69
517
$420.11
$1,779.83
Emiliano Rabinovich
108
$726.03
379
$633.69
517
$420.11
$1,779.83
Keith Richardson
108
$726.03
379
$633.69
517
$420.11
$1,779.83
Amy Scofield
108
$726.03
379
$633.69
517
$420.11
$1,779.83
Olga Winner
108
$726.03
379
$633.69
517
$420.11
$1,779.83
Teddy Wong
108
$726.03
379
$633.69
517
$420.11
$1,779.83
*
There are no performance-based fees associated with these accounts.
**
Effective March 1, 2023, Mr. Feehily will no longer serve as a portfolio manager for the Funds.
None of the portfolio managers listed above beneficially owned Shares as of September 30, 2022, except as noted in the table below:
Portfolio Manager
Fund
Dollar Range of Fund
Shares
Beneficially Owned
Michael Feehily1
SPDR S&P Global Infrastructure ETF
Over $100,000
 
SPDR S&P Global Natural Resources ETF
Over $100,000
Dwayne Hancock
SPDR Portfolio Emerging Markets ETF
$50,001 - $100,000
1
Effective March 1, 2023, Mr. Feehily will no longer serve as a portfolio manager of the Funds.
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.
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 a portfolio manager's responsibility for multiple accounts with similar investment guidelines. Under these circumstances, a potential investment may be suitable for more than one of the portfolio manager's 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, as applicable. Another potential conflict may arise when the portfolio manager has an investment in one or more accounts that participate in transactions with other accounts. His or her investment(s) may create an incentive for the portfolio manager to favor one account over another. The Adviser has adopted policies and procedures reasonably designed to address these potential material conflicts. For instance, portfolio managers are normally responsible for all accounts within a certain investment discipline, and do not, absent special circumstances, differentiate among the various accounts when allocating resources. Additionally, the Adviser and its advisory affiliates have processes and procedures for
45

allocating investment opportunities among portfolios that are designed to provide a fair and equitable allocation. With respect to conflicts arising from personal investments, all employees, including portfolio managers, must comply with personal trading controls established by each of the Adviser's and Trust's Code of Ethics.
SSGA's culture is complemented and reinforced by a total rewards strategy that is based on a pay for performance philosophy which seeks to offer a competitive pay mix of base salary, benefits, cash incentives and deferred compensation.
Salary is based on a number of factors, including external benchmarking data and market trends, and performance both at the business and individual level. SSGA's Global Human Resources department regularly participates in compensation surveys in order to provide SSGA with market-based compensation information that helps support individual pay decisions.
Additionally, subject to State Street and SSGA business results, an incentive pool is allocated to SSGA to reward its employees. The size of the incentive pool for most business units is based on the firm's overall profitability and other factors, including performance against risk-related goals. For most SSGA investment teams, SSGA recognizes and rewards performance by linking annual incentive decisions for investment teams to the firm's or business unit's profitability and business unit investment performance over a multi-year period.
Incentive pool funding for most active investment teams is driven in part by the post-tax investment performance of fund(s) managed by the team versus the return levels of the benchmark index(es) of the fund(s) on a one-, three- and, in some cases, five-year basis. For most active investment teams, a material portion of incentive compensation for senior staff is deferred over a four-year period into the SSGA Long-Term Incentive (SSGA LTI) program. For these teams, The SSGA LTI program indexes the performance of these deferred awards against the post-tax investment performance of fund(s) managed by the team. This is intended to align our investment team's compensation with client interests, both through annual incentive compensation awards and through the long-term value of deferred awards in the SSGA LTI program.
For the index equity investment team, incentive pool funding is driven in part by the post-tax 1 and 3-year tracking error of the funds managed by the team against the benchmark indexes of the funds.
The discretionary allocation of the incentive pool to the business units within SSGA is influenced by market-based compensation data, as well as the overall performance of each business unit. Individual compensation decisions are made by the employee's manager, in conjunction with the senior management of the employee's business unit. These decisions are based on the overall performance of the employee and, as mentioned above, on the performance of the firm and business unit. Depending on the job level, a portion of the annual incentive may be awarded in deferred compensation, which may include cash and/or Deferred Stock Awards (State Street stock), which typically vest over a four-year period. This helps to retain staff and further aligns SSGA employees' interests with SSGA clients' and shareholders' long-term interests.
SSGA recognizes and rewards outstanding performance by:
Promoting employee ownership to connect employees directly to the company's success.
Using rewards to reinforce mission, vision, values and business strategy.
Seeking to recognize and preserve the firm's unique culture and team orientation.
Providing all employees the opportunity to share in the success of SSGA.
THE ADMINISTRATOR, SUB-ADMINISTRATOR, CUSTODIAN AND TRANSFER AGENT
Administrator: SSGA FM serves as the administrator to each series of the Trust, pursuant to an Administration Agreement dated June 1, 2015 (the SSGA Administration Agreement). Pursuant to the SSGA Administration Agreement, SSGA FM is obligated to continuously provide business management services to the Trust and its series and will generally, subject to the general oversight of the Trustees and except as otherwise provided in the SSGA Administration Agreement, manage all of the business and affairs of the Trust.
Sub-Administrator, Custodian and Transfer Agent: State Street serves as the sub-administrator to each series of the Trust, pursuant to a Sub-Administration Agreement dated June 1, 2015 (the Sub-Administration Agreement). Under the Sub-Administration Agreement, State Street is obligated to provide certain sub-administrative services to the Trust and its series. State Street is a wholly-owned subsidiary of State Street Corporation, a publicly held financial holding company, and is affiliated with the Adviser. State Street's mailing address is State Street Financial Center, One Lincoln Street, Boston, Massachusetts 02111.
46

State Street also serves as Custodian for the Trust's series pursuant to a custodian agreement (Custodian Agreement). As Custodian, State Street holds Fund 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.
All of a Fund's assets in the PRC, including onshore PRC cash deposits and its onshore A Shares portfolio, will be held by the Custodian through the PRC Custodian. The PRC Custodian serves as such pursuant to an agreement between the Adviser, the PRC Custodian, the Trust and State Street. The PRC Custodian, however, also provides foreign sub-custodial services to each Fund in its capacity as a subcustodian of State Street. In the event other Funds hold assets in the PRC in the future, such assets will also be held by the Custodian through a PRC Custodian. A securities account shall be opened with CSDCC in the joint names of the applicable Licensee (as the RQFII holder) and the applicable Fund. A RMB cash account will also be established and maintained with the PRC Custodian in the joint names of the Licensee (as the RQFII holder) and the applicable Fund. The PRC Custodian will, in turn, have a cash clearing account with CSDCC for trade settlement according to applicable regulations.
State Street also serves as Transfer Agent for each series of the Trust pursuant to a transfer agency agreement (Transfer Agency Agreement).
Compensation: As compensation for its services provided under the SSGA Administration Agreement, SSGA FM shall receive fees for the services, calculated based on the average aggregate net assets of the Trust and SPDR Series Trust (SST), which are accrued daily and paid monthly out of its management fee.
As compensation for its services under the Sub-Administration Agreement, Custodian Agreement and Transfer Agency Agreement, State Street shall receive a fee for the services, calculated based on the average aggregate net assets of the Trust and SST, which are accrued daily and paid monthly by the Adviser from its management fee. For each series of the Trust and SST, an annual minimum fee applies. 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 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 the Custodian Agreement and the Transfer Agency Agreement.
Additional Sub-Administration Services: Also under the Sub-Administration Agreement, State Street receives an annual per Fund fee for certain services required in the preparation (including preparing a schedule of quarterly portfolio investments) and filing of Form N-PORT and Form N-CEN with the SEC (N-PORT Related Services). Additionally, State Street receives an annual per Fund fee for services regarding certain liquidity analytics (Liquidity Risk Measurement Services) under the Sub-Administration Agreement. N-PORT Related Services and Liquidity Risk Measurement Services fees are paid by the Adviser from its management fee.
SECURITIES LENDING ACTIVITIES
The Trust's Board has approved each Fund's participation in a securities lending program. Under the securities lending program, each Fund has retained State Street to serve as the securities lending agent.
47

For the fiscal year ended September 30, 2022, the income earned by each Fund as well as the fees and/or compensation paid by each Fund (in dollars) pursuant to the Master Amended and Restated Securities Lending Authorization Agreement among the Trust, SST and SSGA Active Trust, each on behalf of its respective series, and State Street (the Securities Lending Authorization Agreement) were as follows:
 
Gross
income
earned by
the Fund
from
securities
lending
activities
Fees and/or compensation paid by the Fund for securities lending activities and
related services
Aggregate
fees
and/or
compensation
paid by
the Fund
for
securities
lending
activities
and related
services
Net income
from
securities
lending
activities
 
Fees
paid
to State
Street
from a
revenue
split
Fees
paid for
any cash
collateral
management
service
(including
fees
deducted
from a
pooled cash
collateral
reinvestment
vehicle)
that are not
included in a
revenue split
Admini-
strative
fees not
included
in a
revenue
split
Indemnifi-
cation
fees
not
included in
a revenue
split
Rebate
(paid to
borrower)
Other
fees
not
included
in a
revenue
split
SPDR Bloomberg
SASB
Developed
Markets Ex US
ESG Select
ETF(1)
$0
$0
$0
$0
$0
$0
$0
$0
$0
SPDR Bloomberg
SASB
Emerging
Markets ESG
Select ETF(1)
$0
$0
$0
$0
$0
$0
$0
$0
$0
SPDR Dow Jones
Global Real
Estate ETF
$107,813
$12,340
$1,682
$0
$0
$19,701
$0
$33,723
$74,089
SPDR Dow Jones
International
Real Estate
ETF
$291,666
$31,362
$5,317
$0
$0
$55,496
$0
$92,175
$199,491
SPDR EURO
STOXX 50
ETF
$155,474
$16,814
$3,098
$0
$0
$30,646
$0
$50,558
$104,915
SPDR MSCI
ACWI Climate
Paris Aligned
ETF
$48,925
$2,743
$949
$0
$0
$27,156
$0
$30,849
$18,076
SPDR MSCI
ACWI ex-US
ETF
$735,039
$73,873
$12,197
$0
$0
$193,178
$0
$279,247
$455,792
SPDR MSCI
EAFE Fossil
Fuel Reserves
Free ETF
$99,183
$7,622
$1,841
$0
$0
$43,090
$0
$52,552
$46,631
SPDR MSCI
EAFE
Strategic-
Factors ETF
$249,577
$20,718
$4,580
$0
$0
$98,486
$0
$123,784
$125,794
SPDR MSCI
Emerging
Markets Fossil
Fuel Reserves
Free ETF
$23,904
$2,354
$476
$0
$0
$6,841
$0
$9,671
$14,233
48

 
Gross
income
earned by
the Fund
from
securities
lending
activities
Fees and/or compensation paid by the Fund for securities lending activities
and
related services
Aggregate
fees
and/or
compensation
paid by
the Fund
for
securities
lending
activities
and related
services
Net income
from
securities
lending
activities
 
Fees
paid
to State
Street
from a
revenue
split
Fees
paid for
any cash
collateral
management
service
(including
fees
deducted
from a
pooled cash
collateral
reinvestment
vehicle)
that are not
included in a
revenue split
Admini-
strative
fees not
included
in a
revenue
split
Indemnifi-
cation
fees
not
included in
a revenue
split
Rebate
(paid to
borrower)
Other
fees
not
included
in a
revenue
split
SPDR MSCI
Emerging
Markets
Strategic-
Factors ETF
$18,910
$2,255
$238
$0
$0
$2,512
$0
$5,005
$13,905
SPDR MSCI
World
Strategic-
Factors ETF
$13,232
$778
$285
$0
$0
$7,009
$0
$8,072
$5,160
SPDR Portfolio
Developed
World ex-US
ETF
$7,842,588
$881,864
$83,620
$0
$0
$1,396,430
$0
$2,361,914
$5,480,674
SPDR Portfolio
Emerging
Markets ETF
$3,831,346
$439,338
$45,316
$0
$0
$554,913
$0
$1,039,567
$2,791,779
SPDR Portfolio
Europe ETF
$97,551
$12,167
$1,181
$0
$0
$12,508
$0
$25,857
$71,694
SPDR Portfolio
MSCI Global
Stock Market
ETF
$338,442
$36,406
$4,579
$0
$0
$67,446
$0
$108,430
$230,012
SPDR S&P China
ETF
$1,493,259
$176,132
$14,771
$0
$0
$215,281
$0
$406,184
$1,087,075
SPDR S&P
Emerging Asia
Pacific ETF
$347,344
$46,946
$2,174
$0
$0
$10,368
$0
$59,489
$287,855
SPDR S&P
Emerging
Markets
Dividend ETF
$258,213
$36,649
$640
$0
$0
$4,601
$0
$41,890
$216,323
SPDR S&P
Emerging
Markets Small
Cap ETF
$1,992,773
$279,187
$5,473
$0
$0
$53,228
$0
$337,888
$1,654,886
SPDR S&P
Global
Dividend ETF
$221,782
$17,422
$5,408
$0
$0
$92,987
$0
$115,817
$105,965
SPDR S&P
Global
Infrastructure
ETF
$86,418
$2,833
$1,671
$0
$0
$62,500
$0
$67,004
$19,414
SPDR S&P
Global Natural
Resources
ETF
$1,510,255
$139,175
$23,199
$0
$0
$474,187
$0
$636,562
$873,693
49

 
Gross
income
earned by
the Fund
from
securities
lending
activities
Fees and/or compensation paid by the Fund for securities lending activities
and
related services
Aggregate
fees
and/or
compensation
paid by
the Fund
for
securities
lending
activities
and related
services
Net income
from
securities
lending
activities
 
Fees
paid
to State
Street
from a
revenue
split
Fees
paid for
any cash
collateral
management
service
(including
fees
deducted
from a
pooled cash
collateral
reinvestment
vehicle)
that are not
included in a
revenue split
Admini-
strative
fees not
included
in a
revenue
split
Indemnifi-
cation
fees
not
included in
a revenue
split
Rebate
(paid to
borrower)
Other
fees
not
included
in a
revenue
split
SPDR S&P
International
Dividend ETF
$456,166
$42,252
$7,145
$0
$0
$154,510
$0
$203,907
$252,259
SPDR S&P
International
Small Cap
ETF
$3,078,782
$388,490
$23,476
$0
$0
$265,961
$0
$677,926
$2,400,856
SPDR S&P North
American
Natural
Resources
ETF
$226,408
$9,426
$5,337
$0
$0
$147,493
$0
$162,256
$64,152
(1)
The Fund commenced operations on January 10, 2022.
For the fiscal year ended September 30, 2022, State Street, acting as agent of the Funds, provided the following services to the Funds in connection with the Funds' securities lending activities: (i) locating borrowers among an approved list of prospective borrowers; (ii) causing the delivery of loaned securities from a Fund to borrowers; (iii) monitoring the value of loaned securities, the value of collateral received, and other lending parameters; (iv) seeking additional collateral, as necessary, from borrowers; (v) receiving and holding collateral from borrowers, and facilitating the investment and reinvestment of all or substantially all cash collateral in an investment vehicle designated by the Funds; (vi) returning collateral to borrowers; (vii) facilitating substitute dividend, interest, and other distribution payments to the Funds from borrowers; (viii) negotiating the terms of each loan of securities, including but not limited to the amount of any loan premium, and monitoring the terms of securities loan agreements with prospective borrowers for consistency with the requirements of the Funds' Securities Lending Authorization Agreement; (ix) selecting securities, including amounts (percentages), to be loaned; (x) recordkeeping and accounting services; and (xi) arranging for return of loaned securities to a Fund in accordance with the terms of the Securities Lending Authorization Agreement.
THE DISTRIBUTOR
State Street Global Advisors Funds Distributors, LLC is the principal underwriter and Distributor of Shares. Its principal address is One Iron Street, Boston, Massachusetts 02210. 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, as amended (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. An affiliate of 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. An affiliate of the Distributor also receives compensation from State Street for providing on-line creation and redemption functionality to Authorized Participants through its Fund Connect application.
50

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 SPDR 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.
In addition, as of the date of this SAI, the Adviser and/or Distributor had arrangements whereby they may make payments, other than for the educational programs and marketing activities described above, to Pershing LLC (Pershing), RBC Capital Markets, LLC (RBC), LPL Financial, LLC (LPL), and Morgan Stanley Wealth Management, LLC. These amounts, which may be significant, are paid by the Adviser and/or Distributor from their own resources and not from Fund assets. Pursuant to these arrangements, Pershing, RBC and LPL have agreed to offer certain SPDR funds to their customers and not to charge certain of their customers any commissions when those customers purchase or sell shares of certain SPDR funds. Payments to a broker-dealer or intermediary may create potential conflicts of interest between the broker dealer or intermediary and its clients.
In addition, the Adviser or Distributor, or an affiliate of the Adviser or Distributor, as well as an index provider that is not affiliated with the Adviser or Distributor, may reimburse expenses or make payments from their own assets to other persons in consideration of services, provision of data, or other activities that they believe may benefit the SPDR business or facilitate investment in SPDR funds.
The Distribution Agreement provides that it may be terminated at any time, without the payment of any penalty, as to a Fund: (i) by vote of a majority of the Independent Trustees or (ii) by vote of a majority (as defined in the 1940 Act) of the outstanding voting securities of the Fund, on at least 60 days' written notice to the Distributor. The Distribution Agreement is also terminable upon 60 days' notice by the Distributor and will terminate automatically in the event of its assignment (as defined in the 1940 Act).
The continuation of the Distribution Agreement and any other related agreements is subject to annual approval of the Board, including by a majority of the Independent Trustees, as described above.
The allocation among the Trust's series of fees and expenses payable under the Distribution Agreement will be made pro rata in accordance with the daily net assets of the respective series.
The Distributor may also enter into agreements with securities dealers (Soliciting Dealers) who will solicit purchases of Creation Unit aggregations of Shares. Such Soliciting Dealers may also be Participating Parties (as defined in the Book Entry Only System section below) and/or DTC Participants (as defined below).
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
All portfolio transactions are placed on behalf of the Funds by the Adviser. Purchases and sales of securities on a securities exchange are affected through brokers who charge a commission for their services. Ordinarily commissions are not charged on over the counter orders (e.g., fixed income securities) because the Funds pay a spread which is included in the cost of the security and represents the difference between the dealer's quoted price at which it is willing to sell the security and the dealer's quoted price at which it is willing to buy the security. When a Fund executes an over the counter order with an electronic communications network or an alternative trading system, a commission is charged by such electronic communications networks and alternative trading systems as they execute such orders on an agency basis. Securities may be purchased from underwriters at prices that include underwriting fees.
In placing a portfolio transaction, the Adviser seeks to achieve best execution. The Adviser's duty to seek best execution requires the Adviser to take reasonable steps to obtain for the client as favorable an overall result as possible for Fund portfolio transactions under the circumstances, taking into account various factors that are relevant to the particular transaction.
51

The Adviser refers to and selects from the list of approved trading counterparties maintained by the Adviser's Credit Risk Management team. In selecting a trading counterparty for a particular trade, the Adviser seeks to weigh relevant factors including, but not limited to the following:
Prompt and reliable execution;
The competitiveness of commission rates and spreads, if applicable;
The financial strength, stability and/or reputation of the trading counterparty;
The willingness and ability of the executing trading counterparty to execute transactions (and commit capital) of size in liquid and illiquid markets without disrupting the market for the security;
Local laws, regulations or restrictions;
The ability of the trading counterparty to maintain confidentiality;
The availability and capability of execution venues, including electronic communications networks for trading and execution management systems made available to Adviser;
Market share;
Liquidity;
Price;
Execution related costs;
History of execution of orders;
Likelihood of execution and settlement;
Order size and nature;
Clearance and settlement capabilities, especially in high volatility market environments;
Availability of lendable securities;
Sophistication of the trading counterparty's trading capabilities and infrastructure/facilities;
The operational efficiency with which transactions are processed and cleared, taking into account the order size and complexity;
Speed and responsiveness to the Adviser;
Access to secondary markets;
Counterparty exposure; and
Depending upon the circumstances, the Adviser may take other relevant factors into account if the Adviser believes that these are important in taking all sufficient steps to obtain the best possible result for execution of the order.
In selecting a trading counterparty, the price of the transaction and costs related to the execution of the transaction typically merit a high relative importance, depending on the circumstances. The Adviser does not necessarily select a trading counterparty based upon price and costs but may take other relevant factors into account if it believes that these are important in taking reasonable steps to obtain the best possible result for a Fund under the circumstances. Consequently, the Adviser may cause a client to pay a trading counterparty more than another trading counterparty might have charged for the same transaction in recognition of the value and quality of the brokerage services provided. The following matters may influence the relative importance that the Adviser places upon the relevant factors:
(i)
The nature and characteristics of the order or transaction. For example, size of order, market impact of order, limits, or other instructions relating to the order;
(ii)
The characteristics of the financial instrument(s) or other assets which are the subject of that order. For example, whether the order pertains to an equity, fixed income, derivative or convertible instrument;
(iii)
The characteristics of the execution venues to which that order can be directed, if relevant. For example, availability and capabilities of electronic trading systems;
(iv)
Whether the transaction is a ‘delivery versus payment' or ‘over the counter' transaction. The creditworthiness of the trading counterparty, the amount of existing exposure to a trading counterparty and trading counterparty settlement capabilities may be given a higher relative importance in the case of ‘over the counter' transactions; and/or
52

(v)
Any other circumstances that the Adviser believes are relevant at the time.
The process by which trading counterparties are selected to effect transactions is designed to exclude consideration of the sales efforts conducted by broker-dealers in relation to the Funds.
The Adviser does not currently use the Funds' assets in connection with third party soft dollar arrangements. While the Adviser does not currently use soft or commission dollars paid by the Funds for the purchase of third party research, the Adviser reserves the right to do so in the future.
The Funds will not deal with affiliates in principal transactions unless permitted by exemptive order or applicable rule or regulation.
The table below shows the aggregate dollar amount of brokerage commissions paid by the Funds for the past three fiscal years ended September 30. None of the brokerage commissions paid were paid to affiliated brokers. Brokerage commissions paid by a Fund may be substantially different from year to year for multiple reasons, including market volatility, the demand for a particular Fund, or increases or decreases in trading volume.
Fund
2022
2021
2020
SPDR Bloomberg SASB Developed Markets Ex US ESG Select ETF(1)
$2,340
  N/A
  N/A
SPDR Bloomberg SASB Emerging Markets ESG Select ETF(1)
$25,188
  N/A
  N/A
SPDR Dow Jones Global Real Estate ETF
$53,715
$40,198
$152,884
SPDR Dow Jones International Real Estate ETF
$50,806
$35,787
$126,950
SPDR EURO STOXX 50 ETF
$60,973
$97,009
$65,448
SPDR MSCI ACWI Climate Paris Aligned ETF
$38,099
$5,364
$4,375
SPDR MSCI ACWI ex-US ETF
$51,860
$80,470
$64,654
SPDR MSCI EAFE Fossil Fuel Reserves Free ETF
$5,326
$5,240
$3,324
SPDR MSCI EAFE StrategicFactors ETF
$58,037
$40,943
$31,303
SPDR MSCI Emerging Markets Fossil Fuel Reserves Free ETF
$27,619
$37,146
$19,267
SPDR MSCI Emerging Markets StrategicFactors ETF
$28,485
$64,331
$77,105
SPDR MSCI World StrategicFactors ETF
$1,626
$2,539
$1,135
SPDR Portfolio Developed World ex-US ETF
$254,561
$173,736
$164,044
SPDR Portfolio Emerging Markets ETF
$948,935
$839,595
$731,487
SPDR Portfolio Europe ETF
$5,518
$6,149
$2,354
SPDR Portfolio MSCI Global Stock Market ETF
$21,842
$16,456
$13,371
SPDR S&P China ETF
$173,550
$270,232
$137,446
SPDR S&P Emerging Asia Pacific ETF
$31,969
$10,368
$43,706
SPDR S&P Emerging Markets Dividend ETF
$229,667
$226,955
$249,354
SPDR S&P Emerging Markets Small Cap ETF
$187,555
$342,014
$164,258
SPDR S&P Global Dividend ETF
$78,827
$85,648
$135,235
SPDR S&P Global Infrastructure ETF
$30,304
$21,127
$22,826
SPDR S&P Global Natural Resources ETF
$276,850
$113,651
$94,188
SPDR S&P International Dividend ETF
$198,761
$193,078
$214,321
SPDR S&P International Small Cap ETF
$55,898
$108,014
$97,181
SPDR S&P North American Natural Resources ETF
$65,547
$70,321
$68,852
(1)
The Fund commenced operations on January 10, 2022.
Securities of Regular Broker-Dealers: The Trust 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.
The Trust's holdings in Securities of Regular Broker-Dealers as of September 30, 2022:
HSBC Holdings PLC
$77,129,796
UBS Group AG
$37,811,861
Macquarie Group, Ltd.
$27,400,145
Barclays PLC
$18,203,962
53

Credit Suisse Group AG
$6,100,349
JPMorgan Chase & Co.
$5,031,466
Bank of America Corp.
$3,563,087
Morgan Stanley
$1,778,989
Goldman Sachs Group, Inc.
$1,365,906
Citigroup, Inc.
$1,207,013
Portfolio Turnover: Portfolio turnover may vary from year to year, as well as within a year. The Funds may experience higher portfolio turnover when migrating to a different benchmark index. High turnover rates are likely to result in comparatively greater brokerage expenses or transaction costs. 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 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.
54

The Trust has no responsibility or liability for any aspects of the records relating to or notices to Beneficial Owners, or payments made on account of beneficial ownership interests in such Shares, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests or for any other aspect of the relationship between DTC and the DTC Participants or the relationship between such DTC Participants and the Indirect Participants and Beneficial Owners owning through such DTC Participants.
DTC may determine to discontinue providing its service with respect to Shares at any time by giving reasonable notice to the Trust and discharging its responsibilities with respect thereto under applicable law. Under such circumstances, the Trust shall take action either to find a replacement for DTC to perform its functions at a comparable cost or, if such a replacement is unavailable, to issue and deliver printed certificates representing ownership of Shares, unless the Trust makes other arrangements with respect thereto satisfactory to the Exchange.
Control Persons and Principal Holders of Securities
Although the Funds do not have information concerning their beneficial ownership held in the names of DTC Participants, as of January 6, 2023, 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:
Fund
Name and Address
%Ownership
SPDR BLOOMBERG SASB DEVELOPED MARKETS EX US ESG
SELECT ETF
BofA Securities, Inc./Safekeeping
One Bryant Park
New York, NY 10036
81.25%
 
Charles Schwab & Co., Inc.
101 Montgomery Street
San Francisco, CA 94104
12.69%
SPDR BLOOMBERG SASB EMERGING MARKETS ESG SELECT ETF
BofA Securities, Inc./Safekeeping
One Bryant Park
New York, NY 10036
82.57%
 
Charles Schwab & Co., Inc.
101 Montgomery Street
San Francisco, CA 94104
14.35%
SPDR DOW JONES GLOBAL REAL ESTATE ETF
State Street Bank and Trust Company
1776 Heritage Drive, 5th Floor
Quincy, MA 02171
12.15%
 
Charles Schwab & Co., Inc.
101 Montgomery Street
San Francisco, CA 94104
12.10%
 
National Financial Services Corporation
200 Liberty Street
New York, NY 10281
11.58%
 
Goldman, Sachs & Co. LLC
180 Maiden Lane
New York, NY 10038
9.23%
 
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE 68127
7.35%
 
Pershing LLC
One Pershing Plaza
Jersey City, NJ 07399
6.27%
 
The Glenmede Trust Company, N.A.
One Liberty Place 1650 Market St.
Ste 1200
Philadelphia, PA 19103
5.24%
55

Fund
Name and Address
%Ownership
SPDR DOW JONES INTERNATIONAL REAL ESTATE ETF
Charles Schwab & Co., Inc.
101 Montgomery Street
San Francisco, CA 94104
16.18%
 
State Street Bank and Trust Company
1776 Heritage Drive, 5th Floor
Quincy, MA 02171
10.06%
 
Morgan Stanley Smith Barney LLC
1 Harborside Financial Center, Plaza II
Jersey City, NJ 07311
8.76%
 
National Financial Services Corporation
200 Liberty Street
New York, NY 10281
8.63%
 
Wells Fargo Bank, National Association
733 Marquette Avenue South
Minneapolis, MN 55479
7.61%
 
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE 68127
7.18%
 
Goldman, Sachs & Co. LLC
180 Maiden Lane
New York, NY 10038
6.66%
 
The Northern Trust Company
50 South LaSalle Street
Chicago, IL 60675
6.43%
SPDR EURO STOXX 50 ETF
Goldman, Sachs & Co. LLC
180 Maiden Lane
New York, NY 10038
9.50%
 
JPMorgan Chase Bank, National
Association
14201 Dallas Parkway
Dallas, TX 75254
8.63%
 
National Financial Services Corporation
200 Liberty Street
New York, NY 10281
7.83%
 
Citibank, N.A.
3800 Citigroup Center Tampa
Tampa, FL 33610
7.77%
 
Morgan Stanley Smith Barney LLC
1 Harborside Financial Center, Plaza II
Jersey City, NJ 07311
7.47%
 
Charles Schwab & Co., Inc.
101 Montgomery Street
San Francisco, CA 94104
6.66%
 
JPMorgan Chase Bank, National
Association
14201 Dallas Parkway
Chase International Plaza
Dallas, TX 75254
5.70%
56

Fund
Name and Address
%Ownership
 
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
4803 Deer Lake Drive W
Jacksonville, FL 32246
5.14%
 
State Street Bank and Trust Company
1776 Heritage Drive, 5th Floor
Quincy, MA 02171
5.04%
SPDR MSCI ACWI CLIMATE PARIS ALIGNED ETF
State Street Bank and Trust Company
1776 Heritage Drive, 5th Floor
Quincy, MA 02171
72.48%
SPDR MSCI ACWI EX-US ETF
Charles Schwab & Co., Inc.
101 Montgomery Street
San Francisco, CA 94104
29.11%
 
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
4803 Deer Lake Drive W
Jacksonville, FL 32246
9.57%
 
Bank of America N.A.
414 N. Akard Street, 5th Floor
Dallas, TX 75201
9.36%
 
State Street Bank and Trust Company
1776 Heritage Drive, 5th Floor
Quincy, MA 02171
8.29%
 
National Financial Services Corporation
200 Liberty Street
New York, NY 10281
8.02%
SPDR MSCI EAFE FOSSIL FUEL RESERVES FREE ETF
Charles Schwab & Co., Inc.
101 Montgomery Street
San Francisco, CA 94104
28.75%
 
National Financial Services Corporation
200 Liberty Street
New York, NY 10281
26.59%
 
APEX Clearing Corporation
One Dallas Center
350 N. St. Paul, Suite 1300
Dallas, TX 75201
16.34%
 
U.S. Bank National Association
425 Walnut Street
Cincinnati, OH 45202
5.64%
SPDR MSCI EAFE STRATEGICFACTORS ETF
American Enterprise Investment
Services Inc.
2723 Ameriprise Financial Center
Minneapolis, MN 55474
21.95%
 
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE 68127
17.35%
 
LPL Financial Corporation
4707 Executive Drive
San Diego, CA 92121
12.71%
57

Fund
Name and Address
%Ownership
 
Charles Schwab & Co., Inc.
101 Montgomery Street
San Francisco, CA 94104
10.96%
 
National Financial Services Corporation
200 Liberty Street
New York, NY 10281
9.04%
 
E*TRADE Securities LLC
11 Times Square
32nd Floor
New York, NY 10036
6.86%
SPDR MSCI EMERGING MARKETS FOSSIL FUEL RESERVES FREE
ETF
National Financial Services Corporation
200 Liberty Street
New York, NY 10281
31.92%
 
APEX Clearing Corporation
One Dallas Center
350 N. St. Paul, Suite 1300
Dallas, TX 75201
24.95%
 
Charles Schwab & Co., Inc.
101 Montgomery Street
San Francisco, CA 94104
16.19%
 
Vanguard Marketing Corporation
455 Devon Park Drive
Wayne, PA 19087
6.71%
SPDR MSCI EMERGING MARKETS STRATEGICFACTORS ETF
Charles Schwab & Co., Inc.
101 Montgomery Street
San Francisco, CA 94104
23.12%
 
National Financial Services Corporation
200 Liberty Street
New York, NY 10281
11.96%
 
LPL Financial Corporation
4707 Executive Drive
San Diego, CA 92121
11.46%
 
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE 68127
7.52%
 
American Enterprise Investment
Services Inc.
2723 Ameriprise Financial Center
Minneapolis, MN 55474
5.48%
 
BofA Securities, Inc.
One Bryant Park
New York, NY 10036
5.22%
SPDR MSCI WORLD STRATEGICFACTORS ETF
LPL Financial Corporation
4707 Executive Drive
San Diego, CA 92121
20.60%
 
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE 68127
15.97%
58

Fund
Name and Address
%Ownership
 
Fiduciary SSB
1776 Heritage Drive
North Quincy, MA 02171
13.98%
 
State Street Bank and Trust Company
1776 Heritage Drive, 5th Floor
Quincy, MA 02171
12.34%
 
National Financial Services Corporation
200 Liberty Street
New York, NY 10281
10.05%
 
Charles Schwab & Co., Inc.
101 Montgomery Street
San Francisco, CA 94104
8.77%
 
Pershing LLC
One Pershing Plaza
Jersey City, NJ 07399
8.09%
SPDR PORTFOLIO DEVELOPED WORLD EX-US ETF
Charles Schwab & Co., Inc.
101 Montgomery Street
San Francisco, CA 94104
26.57%
 
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE 68127
25.80%
 
National Financial Services Corporation
200 Liberty Street
New York, NY 10281
12.04%
 
LPL Financial Corporation
4707 Executive Drive
San Diego, CA 92121
7.54%
SPDR PORTFOLIO EMERGING MARKETS ETF
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE 68127
25.96%
 
Charles Schwab & Co., Inc.
101 Montgomery Street
San Francisco, CA 94104
22.72%
 
National Financial Services Corporation
200 Liberty Street
New York, NY 10281
12.51%
 
LPL Financial Corporation
4707 Executive Drive
San Diego, CA 92121
7.02%
SPDR PORTFOLIO EUROPE ETF
National Financial Services Corporation
200 Liberty Street
New York, NY 10281
26.20%
 
Charles Schwab & Co., Inc.
101 Montgomery Street
San Francisco, CA 94104
14.78%
 
Morgan Stanley Smith Barney LLC
1 Harborside Financial Center, Plaza II
Jersey City, NJ 07311
11.64%
59

Fund
Name and Address
%Ownership
 
LPL Financial Corporation
4707 Executive Drive
San Diego, CA 92121
9.55%
 
Pershing LLC
One Pershing Plaza
Jersey City, NJ 07399
7.19%
 
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE 68127
6.33%
 
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
4803 Deer Lake Drive W
Jacksonville, FL 32246
5.33%
SPDR PORTFOLIO MSCI GLOBAL STOCK MARKET ETF
LPL Financial Corporation
4707 Executive Drive
San Diego, CA 92121
32.75%
 
Charles Schwab & Co., Inc.
101 Montgomery Street
San Francisco, CA 94104
26.25%
 
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE 68127
7.21%
 
National Financial Services Corporation
200 Liberty Street
New York, NY 10281
6.16%
SPDR S&P CHINA ETF
Citibank, N.A.
3800 Citigroup Center Tampa
Tampa, FL 33610
22.75%
 
State Street Bank and Trust Company
1776 Heritage Drive, 5th Floor
Quincy, MA 02171
17.93%
 
Citibank, N.A.
3800 Citigroup Center Tampa
Tampa, FL 33610
17.21%
 
Charles Schwab & Co., Inc.
101 Montgomery Street
San Francisco, CA 94104
5.39%
 
National Financial Services Corporation
200 Liberty Street
New York, NY 10281
5.39%
SPDR S&P EMERGING ASIA PACIFIC ETF
Citibank, N.A.
3800 Citigroup Center Tampa
Tampa, FL 33610
17.92%
 
Charles Schwab & Co., Inc.
101 Montgomery Street
San Francisco, CA 94104
15.59%
 
National Financial Services Corporation
200 Liberty Street
New York, NY 10281
9.02%
60

Fund
Name and Address
%Ownership
 
Pershing LLC
One Pershing Plaza
Jersey City, NJ 07399
7.53%
 
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE 68127
5.98%
SPDR S&P EMERGING MARKETS DIVIDEND ETF
National Financial Services Corporation
200 Liberty Street
New York, NY 10281
13.78%
 
Charles Schwab & Co., Inc.
101 Montgomery Street
San Francisco, CA 94104
13.74%
 
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE 68127
9.58%
 
State Street Bank and Trust Company
1776 Heritage Drive, 5th Floor
Quincy, MA 02171
9.46%
 
Wells Fargo Clearing Services, LLC
1 North Jefferson Avenue
St. Louis, MO 63103
7.05%
 
Morgan Stanley Smith Barney LLC
1 Harborside Financial Center, Plaza II
Jersey City, NJ 07311
6.39%
 
UBS Financial Services Inc.
1000 Harbor Boulevard
Weehawken, NJ 07086
5.24%
SPDR S&P EMERGING MARKETS SMALL CAP ETF
Charles Schwab & Co., Inc.
101 Montgomery Street
San Francisco, CA 94104
25.86%
 
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE 68127
24.18%
 
National Financial Services Corporation
200 Liberty Street
New York, NY 10281
13.96%
SPDR S&P GLOBAL DIVIDEND ETF
Charles Schwab & Co., Inc.
101 Montgomery Street
San Francisco, CA 94104
16.37%
 
National Financial Services Corporation
200 Liberty Street
New York, NY 10281
13.48%
 
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
4803 Deer Lake Drive W
Jacksonville, FL 32246
10.49%
 
Citibank, N.A.
3800 Citigroup Center Tampa
Tampa, FL 33610
10.28%
61

Fund
Name and Address
%Ownership
 
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE 68127
8.67%
 
American Enterprise Investment
Services Inc.
2723 Ameriprise Financial Center
Minneapolis, MN 55474
6.30%
 
Pershing LLC
One Pershing Plaza
Jersey City, NJ 07399
5.26%
 
Morgan Stanley Smith Barney LLC
1 Harborside Financial Center, Plaza II
Jersey City, NJ 07311
5.06%
SPDR S&P GLOBAL INFRASTRUCTURE ETF
State Street Bank & Trust/State Street
Total ETF
1776 Heritage Drive
North Quincy, MA 02171
27.55%
 
Citibank, N.A.
3800 Citigroup Center Tampa
Tampa, FL 33610
20.14%
 
Charles Schwab & Co., Inc.
101 Montgomery Street
San Francisco, CA 94104
13.79%
 
National Financial Services Corporation
200 Liberty Street
New York, NY 10281
7.55%
SPDR S&P GLOBAL NATURAL RESOURCES ETF
The Northern Trust Company
50 South LaSalle Street
Chicago, IL 60675
21.00%
 
Charles Schwab & Co., Inc.
101 Montgomery Street
San Francisco, CA 94104
16.76%
 
The Bank of New York Mellon
One Wall Street
New York, NY 10286
9.14%
 
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
4803 Deer Lake Drive W
Jacksonville, FL 32246
6.37%
 
National Financial Services Corporation
200 Liberty Street
New York, NY 10281
5.24%
SPDR S&P INTERNATIONAL DIVIDEND ETF
Charles Schwab & Co., Inc.
101 Montgomery Street
San Francisco, CA 94104
14.85%
 
National Financial Services Corporation
200 Liberty Street
New York, NY 10281
14.02%
62

Fund
Name and Address
%Ownership
 
Morgan Stanley Smith Barney LLC
1 Harborside Financial Center, Plaza II
Jersey City, NJ 07311
12.71%
 
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
4803 Deer Lake Drive W
Jacksonville, FL 32246
11.78%
 
Wells Fargo Clearing Services, LLC
1 North Jefferson Avenue
St. Louis, MO 63103
6.06%
 
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE 68127
5.89%
SPDR S&P INTERNATIONAL SMALL CAP ETF
National Financial Services Corporation
200 Liberty Street
New York, NY 10281
19.23%
 
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE 68127
18.26%
 
Charles Schwab & Co., Inc.
101 Montgomery Street
San Francisco, CA 94104
11.71%
 
State Street Bank and Trust Company
1776 Heritage Drive, 5th Floor
Quincy, MA 02171
8.29%
 
Pershing LLC
One Pershing Plaza
Jersey City, NJ 07399
6.58%
 
LPL Financial Corporation
4707 Executive Drive
San Diego, CA 92121
5.18%
SPDR S&P NORTH AMERICAN NATURAL RESOURCES ETF
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE 68127
50.39%
 
National Financial Services Corporation
200 Liberty Street
New York, NY 10281
22.58%
 
Charles Schwab & Co., Inc.
101 Montgomery Street
San Francisco, CA 94104
7.35%
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.
63

As of January 6, 2023, to the knowledge of the Trust, the following persons held of record or beneficially through one or more accounts 25% or more of the outstanding Shares of the Funds.
Fund
Name and Address
% Ownership
SPDR BLOOMBERG SASB DEVELOPED MARKETS EX US
ESG SELECT ETF
BofA Securities, Inc./Safekeeping
One Bryant Park
New York, NY 10036
81.25%
SPDR BLOOMBERG SASB EMERGING MARKETS ESG
SELECT ETF
BofA Securities, Inc./Safekeeping
One Bryant Park
New York, NY 10036
82.57%
SPDR MSCI ACWI CLIMATE PARIS ALIGNED ETF
State Street Bank and Trust Company
1776 Heritage Drive, 5th Floor
Quincy, MA 02171
72.48%
SPDR MSCI ACWI EX-US ETF
Charles Schwab & Co., Inc.
101 Montgomery Street
San Francisco, CA 94104
29.11%
SPDR MSCI EAFE FOSSIL FUEL RESERVES FREE ETF
Charles Schwab & Co., Inc.
101 Montgomery Street
San Francisco, CA 94104
28.75%
 
National Financial Services Corporation
200 Liberty Street
New York, NY 10281
26.59%
SPDR MSCI EMERGING MARKETS FOSSIL FUEL
RESERVES FREE ETF
National Financial Services Corporation
200 Liberty Street
New York, NY 10281
31.92%
SPDR PORTFOLIO DEVELOPED WORLD EX-US ETF
Charles Schwab & Co., Inc.
101 Montgomery Street
San Francisco, CA 94104
26.57%
 
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE 68127
25.80%
SPDR PORTFOLIO EMERGING MARKETS ETF
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE 68127
25.96%
SPDR PORTFOLIO EUROPE ETF
National Financial Services Corporation
200 Liberty Street
New York, NY 10281
26.20%
SPDR PORTFOLIO MSCI GLOBAL STOCK MARKET ETF
LPL Financial Corporation
4707 Executive Drive
San Diego, CA 92121
32.75%
 
Charles Schwab & Co., Inc.
101 Montgomery Street
San Francisco, CA 94104
26.25%
SPDR S&P EMERGING MARKETS SMALL CAP ETF
Charles Schwab & Co., Inc.
101 Montgomery Street
San Francisco, CA 94104
25.86%
SPDR S&P GLOBAL INFRASTRUCTURE ETF
State Street Bank & Trust/State Street Total ETF
1776 Heritage Drive
North Quincy, MA 02171
27.55%
64

Fund
Name and Address
% Ownership
SPDR S&P NORTH AMERICAN NATURAL RESOURCES ETF
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE 68127
50.39%
The Trustees and Officers of the Trust, as a group, owned less than 1% of the Trust's voting securities as of December 31, 2022.
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. The value of each Fund is determined once each business day, as described under Determination of Net Asset Value. The Creation Unit size for a Fund may change. Authorized Participants (as defined below) will be notified of such change. The principal consideration for creations and redemptions for each Fund is in-kind, although this may be revised at any time without notice.
PURCHASE (CREATION)
The Trust issues and sells Shares of each Fund only: in Creation Units on a continuous basis through the Principal Underwriter, without a sales load (but subject to transaction fees), at their NAV per share next determined after receipt of an order, on any Business Day (as defined below), in proper form pursuant to the terms of the Authorized Participant Agreement (Participant Agreement). A Business Day with respect to a Fund is, generally, any day on which the NYSE is open for business.
FUND DEPOSIT
The consideration for purchase of a Creation Unit of a Fund generally consists of either (i) the Deposit Securities and the Cash Component (defined below), computed as described below or (ii) the cash value of the Deposit Securities 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 a Fund. The Cash Component, which may include a Dividend Equivalent Payment, is an amount equal to the difference between the net asset value of the Shares (per Creation Unit) and the market value of the Deposit Securities or Deposit Cash, as applicable. The Dividend Equivalent Payment enables a Fund to make a complete distribution of dividends on the day preceding the next dividend payment date, and is an amount equal, on a per Creation Unit basis, to the dividends on all the portfolio securities of the Fund (Dividend Securities) with ex-dividend dates within the accumulation period for such distribution (the Accumulation Period), net of expenses and liabilities for such period, as if all of the Dividend Securities had been held by the Fund for the entire Accumulation Period. The Accumulation Period begins on the ex-dividend date for each Fund and ends on the day preceding the next ex-dividend date. If the Cash Component is a 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, 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 standard Fund Deposit (based on information at the end of the previous Business Day) for a Fund. Such standard 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.
65

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 may be changed from time to time with a view to the investment objective of the Fund. Information regarding the Fund Deposit necessary for the purchase of a Creation Unit is made available to Authorized Participants and other market participants seeking to transact in Creation Unit aggregations.
As noted above, the Trust reserves the right to permit or require the substitution of Deposit Cash to replace any Deposit Security, which shall be added to the Cash Component, including, without limitation, in situations where the Deposit Security: (i) may not be available in sufficient quantity for delivery; (ii) may not be eligible for transfer through the systems of DTC for corporate securities and municipal securities 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 portfolio changes. The adjustments described above will reflect changes, known to the Adviser on the date of announcement to be in effect by the time of delivery of the Fund Deposit, in the composition of the subject Index being tracked by the relevant Fund or resulting from certain corporate actions.
PROCEDURES FOR PURCHASE OF CREATION UNITS
To be eligible to place orders with the Principal Underwriter, as facilitated via the Transfer Agent, to purchase a Creation Unit of a Fund, an entity must be (i) a Participating Party, i.e., a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of the NSCC (the Clearing Process), a clearing agency that is registered with the SEC; or (ii) a DTC Participant (see BOOK ENTRY ONLY SYSTEM). In addition, each Participating Party or DTC Participant (each, an Authorized Participant) must execute a Participant Agreement that has been agreed to by the Principal Underwriter and the Transfer Agent, and that has been accepted by the Trust, with respect to purchases and redemptions of Creation Units. Each Authorized Participant will agree, pursuant to the terms of a Participant Agreement, on behalf of itself or any investor on whose behalf it will act, to certain conditions, including that it will pay to the Trust, an amount of cash sufficient to pay the Cash Component together with the creation transaction fee (described below) and any other applicable fees, taxes and additional variable charge.
All orders to purchase Shares directly from a Fund, including non-standard orders, must be placed for one or more Creation Units and in the manner and by the time set forth in the Participant Agreement and/or 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 closes earlier than normal, a Fund may require orders to create Creation Units to be placed earlier in the day. In addition, if a market or markets on which a Fund's investments are primarily traded is closed, the Fund will also generally not accept orders on such day(s). Orders must be transmitted by an Authorized Participant by telephone or other transmission method acceptable to the Distributor pursuant to procedures set forth in the Participant Agreement and in accordance with the applicable order form. Those placing orders through an Authorized Participant should allow sufficient time to permit proper submission of the purchase order by the cut-off time. 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) or through DTC (for corporate securities), through a subcustody agent (for foreign securities) and/or through such other arrangements allowed by the Trust or its agents. With respect to foreign Deposit Securities, the Custodian shall cause the subcustodian of such Fund to maintain an account into which the Authorized Participant shall deliver, on behalf of itself or the party on whose behalf it is acting, such Deposit Securities. Foreign Deposit Securities must be delivered to an account maintained at the applicable local subcustodian. The Fund Deposit transfer must be
66

ordered by the Authorized Participant in a timely fashion so as to ensure the delivery of the requisite number of Deposit Securities or Deposit Cash, as applicable, to the account of a Fund or its agents by no later than the Settlement Date. The Settlement Date for a Fund is generally the second Business Day (T+2) after the Order Placement Date.
All questions as to the number of Deposit Securities or Deposit Cash to be delivered, as applicable, and the validity, form and eligibility (including time of receipt) for the deposit of any tendered securities or cash, as applicable, will be determined by the Trust, whose determination shall be final and binding. The amount of cash represented by the Cash Component must be transferred directly to the Custodian through the Federal Reserve Bank wire transfer system in a timely manner so as to be received by the Custodian no later than the Settlement Date. If the Cash Component and the Deposit Securities or Deposit Cash, as applicable, are not received in a timely manner by the Settlement Date, the creation order may be cancelled. Upon written notice to the Distributor, such canceled order may be resubmitted the following Business Day using a Fund Deposit as newly constituted to reflect the then current NAV of the Fund. The delivery of Creation Units so created generally will occur no later than the second Business Day, following the day on which the purchase order is deemed received by the Distributor.
The order shall be deemed to be received on the Business Day on which the order is placed provided that the order is placed in proper form prior to the applicable cut-off time and the federal funds in the appropriate amount are deposited by 2:00 p.m. or 3:00 p.m. Eastern time (per applicable instructions), with the Custodian on the Settlement Date. If the order is not placed in proper form as required, or federal funds in the appropriate amount are not received by 2:00 p.m. or 3:00 p.m. Eastern time (per applicable instructions) on the Settlement Date, then the order may be deemed to be rejected and the Authorized Participant shall be liable to the Fund for losses, if any, resulting therefrom. A creation request is considered to be in proper form if all procedures set forth in the Participant Agreement, order form and this SAI are properly followed.
ISSUANCE OF A CREATION UNIT
Except as provided herein, Creation Units will not be issued until the transfer of good title to the Trust of the Deposit Securities or payment of Deposit Cash, as applicable, and the payment of the Cash Component have been completed. When the subcustodian has confirmed to the Custodian that the required Deposit Securities (or the cash value thereof) have been delivered to the account of the relevant subcustodian or subcustodians, the Principal Underwriter and the Adviser shall be notified of such delivery, and the Trust will issue and cause the delivery of the Creation Units.
In instances where the Trust accepts Deposit Securities for the purchase of a Creation Unit, the Creation Unit may be purchased in advance of receipt by the Trust of all or a portion of the applicable Deposit Securities as described below. In these circumstances, the initial deposit will have a value greater than the net asset value of the Shares on the date the order is placed in proper form since in addition to available Deposit Securities, cash must be deposited in an amount equal to the sum of (i) the Cash Component, plus (ii) an additional amount of cash equal to a percentage of the market value as set forth in the Participant Agreement, of the undelivered Deposit Securities (the Additional Cash Deposit), which shall be maintained in a general non-interest bearing collateral account. An additional amount of cash shall be required to be deposited with the Trust, pending delivery of the missing Deposit Securities to the extent necessary to maintain the Additional Cash Deposit with the Trust in an amount at least equal to the applicable percentage, as set forth in the Participant Agreement, of the daily marked to market value of the missing Deposit Securities. The Trust may use such Additional Cash Deposit to buy the missing Deposit Securities at any time. Authorized Participants will be liable to the Trust for all costs, expenses, dividends, income and taxes associated with missing Deposit Securities, including the costs incurred by the Trust in connection with any such purchases. These costs will be deemed to include the amount by which the actual purchase price of the Deposit Securities exceeds the market value of such Deposit Securities on the day the purchase order was deemed received by the Principal Underwriter plus the brokerage and related transaction costs associated with such purchases. The Trust will return any unused portion of the Additional Cash Deposit once all of the missing Deposit Securities have been properly received by the Custodian or purchased by the Trust and deposited into the Trust. In addition, a transaction fee as set forth below under Creation Transaction Fees will be charged in all cases and an additional variable charge may also be applied. The delivery of Creation Units so created generally will occur no later than the Settlement Date.
ACCEPTANCE OF ORDERS OF CREATION UNITS
The Trust reserves the right to reject an order for Creation Units transmitted in respect of a Fund at its discretion, including, without limitation, if (a) the order is not in proper form or the Deposit Securities delivered do not consist of the securities that the Custodian specified; (b) the Deposit Securities or Deposit Cash, as applicable, delivered by the
67

Authorized 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) the acceptance of the Fund Deposit would, in the opinion of counsel, be unlawful; (e) the acceptance or receipt of the order for a Creation Unit would, in the opinion of counsel to the Trust, be unlawful; or (f) in the event that circumstances outside the control of the Trust, the Custodian, the Transfer Agent, the Distributor and/or the Adviser make it for all practical purposes not feasible to process orders for Creation Units. Examples of such circumstances include acts of God or public service or utility problems such as fires, floods, extreme weather conditions and power outages resulting in telephone, telecopy and computer failures; market conditions or activities causing trading halts; systems failures involving computer or other information systems affecting the Trust, the Principal Underwriter, the Custodian, the Transfer Agent, DTC, NSCC, Federal Reserve System, or any other participant in the creation process, and other extraordinary events. The Trust or its agents shall communicate to the Authorized Participant its rejection of an order. The Trust, the Transfer Agent, the Custodian and the Principal Underwriter are under no duty, however, to give notification of any defects or irregularities in the delivery of Fund Deposits nor shall either of them incur any liability for the failure to give any such notification. The Trust, the Transfer Agent, the Custodian and the Principal Underwriter shall not be liable for the rejection of any purchase order for Creation Units. Given the importance of the ongoing issuance of Creation Units to maintaining a market price that is at or close to the underlying net asset value of a Fund, the Trust does not intend to suspend acceptance of orders 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.
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 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 securities designated by the Fund that will be applicable (subject to possible amendment or correction) to redemption requests received in proper form (as defined below) on that day (Redemption Securities). Redemption Securities received on redemption may not be identical to Deposit Securities. The identity and number of shares of the Redemption Securities or the Cash Redemption Amount (defined below) may be changed from time to time with a view to the investment objective of a Fund.
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 Redemption Securities 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 Redemption 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 Redemption 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 Redemption Securities.
PROCEDURES FOR REDEMPTION OF CREATION UNITS
After the Trust has deemed an order for redemption received, the Trust will initiate procedures to transfer the requisite Redemption Securities and the Cash Redemption Amount to the Authorized Participant by the Settlement Date. With respect to in-kind redemptions of a Fund, the calculation of the value of the Redemption 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
68

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 a 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 Redemption Securities and the Cash Redemption Amount to be delivered will be determined by the Custodian on such Order Placement Date. If the requisite number of Shares of the Fund are not delivered by 2:00 p.m. or 3:00 p.m. Eastern time (per applicable instructions) on the Settlement Date, the Fund will not release the underlying securities for delivery unless collateral is posted in such percentage amount of missing Shares as set forth in the Participant Agreement (marked to market daily).
With respect to in-kind redemptions of a Fund, in connection with taking delivery of shares of Redemption 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 Redemption Securities are customarily traded (or such other arrangements as allowed by the Trust or its agents), to which account such Redemption Securities will be delivered. Delivery of redemption proceeds for a Fund is generally T+2.
Due to the schedule of holidays in certain countries, however, the delivery of in-kind redemption proceeds may take longer than two Business Days after the day on which the redemption request is received in proper form. If the Authorized Participant has not made appropriate arrangements to take delivery of the Redemption 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 Redemption Securities in such jurisdiction, the Trust may, in its discretion, exercise its option to redeem such Shares in cash, and the Authorized Participant will be required to receive its redemption proceeds in cash.
If it is not possible to make other such arrangements, or if it is not possible to effect deliveries of the Redemption 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 a 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 Redemption 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 Redemption Securities but does not differ in net asset value.
An Authorized Participant submitting a redemption request is deemed to represent to the Trust that, as of the close of the Business Day on which the redemption request was submitted, it (or its client) will own (within the meaning of Rule 200 of Regulation SHO) or has arranged to borrow for delivery to the Trust on or prior to the Settlement Date of the redemption request, the requisite number of Shares of the relevant Fund to be redeemed as a Creation Unit. In either case, the Authorized Participant is deemed to acknowledge that: (i) it (or its client) has full legal authority and legal right to tender for redemption the requisite number of Shares of the applicable Fund and to receive the entire proceeds of the redemption; and (ii) if such Shares submitted for redemption have been loaned or pledged to another party or are the subject of a repurchase agreement, securities lending agreement or any other arrangement affecting legal or beneficial ownership of such Shares being tendered, there are no restrictions precluding the tender and delivery of such Shares (including borrowed shares, if any) for redemption, free and clear of liens, on the redemption Settlement Date. The Trust reserves the right to verify these representations at its discretion, but will typically require verification with respect to a redemption request from a Fund in connection with higher levels of redemption activity and/or short interest in the Fund. If the Authorized Participant, upon receipt of a verification request, does not provide sufficient verification of its representations as determined by the Trust, the redemption request will not be considered to have been received in proper form and may be rejected by the Trust.
Redemptions of Shares for Redemption 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 Redemption Securities upon redemptions or could not do so without first registering the Redemption 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 Redemption 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
69

qualified institutional buyer, (QIB) as such term is defined under Rule 144A of the Securities Act, will not be able to receive Redemption 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 Redemption Securities.
The right of redemption may be suspended or the date of payment postponed with respect to a Fund (1) for any period during which the Exchange is closed (other than customary weekend and holiday closings); (2) for any period during which trading on the Exchange is suspended or restricted; (3) for any period during which an emergency exists as a result of which disposal of the Shares of the Fund or determination of the NAV of the Shares is not reasonably practicable; or (4) in such other circumstance as is permitted by the SEC.
REQUIRED EARLY ACCEPTANCE OF ORDERS FOR CERTAIN INTERNATIONAL FUNDS
Notwithstanding the foregoing, as described in the Participant Agreement and/or the applicable order form, certain Funds may require orders to be placed prior to the trade date, as described in the Participant Agreement or the applicable order form, in order to receive the trade date's net asset value. The cut-off time to receive the trade date's net asset value will not precede the calculation of the net asset value of a Fund's shares on the prior Business Day. Orders to purchase Shares of such Funds that are submitted on the Business Day immediately preceding a holiday or a day (other than a weekend) that the equity markets in the relevant foreign market are closed may not be accepted. Authorized Participants may be notified that the cut-off time for an order may be earlier on a particular Business Day, as described in the Participant Agreement and the applicable order form.
CREATION AND REDEMPTION TRANSACTION FEES
A transaction fee, as set forth in the table below, is imposed for the transfer and other transaction costs associated with the purchase or redemption of Creation Units, as applicable. Authorized Participants will be required to pay a fixed creation transaction fee and/or a fixed redemption transaction fee, as applicable, on a given day regardless of the number of Creation Units created or redeemed on that day. A Fund may adjust the transaction fee from time to time. An additional charge or a variable charge (discussed below) will be applied to certain creation and redemption transactions, including non-standard orders and whole or partial cash purchases or redemptions. With respect to creation orders, Authorized Participants are responsible for the costs of transferring the securities constituting the Deposit Securities to the account of the Trust and with respect to redemption orders, Authorized Participants are responsible for the costs of transferring the Redemption Securities from the Trust to their account or on their order. Investors who use the services of a broker or other such intermediary may also be charged a fee for such services.
Creation and Redemption Transaction Fees:
Fund
Transaction
Fee*,**
Maximum
Transaction
Fee*,**
SPDR Bloomberg SASB Developed Markets Ex US ESG Select ETF
$2,000
$8,000
SPDR Bloomberg SASB Emerging Markets ESG Select ETF
$1,250
$5,000
SPDR Dow Jones Global Real Estate ETF
$2,000
$8,000
SPDR Dow Jones International Real Estate ETF
$3,000
$12,000
SPDR EURO STOXX 50 ETF
$1,500
$6,000
SPDR MSCI ACWI Climate Paris Aligned ETF
$1,800
$7,200
SPDR MSCI ACWI ex-US ETF
$12,000
$48,000
SPDR MSCI EAFE Fossil Fuel Reserves Free ETF
$5,000
$20,000
SPDR MSCI EAFE StrategicFactors ETF
$2,000
$8,000
SPDR MSCI Emerging Markets Fossil Fuel Reserves Free ETF
$2,000
$8,000
SPDR MSCI Emerging Markets StrategicFactors ETF
$3,000
$12,000
SPDR MSCI World StrategicFactors ETF
$6,000
$24,000
SPDR Portfolio Developed World ex-US ETF
$8,000
$32,000
SPDR Portfolio Emerging Markets ETF
$6,000
$24,000
SPDR Portfolio Europe ETF
$3,000
$12,000
SPDR Portfolio MSCI Global Stock Market ETF
$2,200
$8,800
SPDR S&P China ETF
$1,300
$5,200
SPDR S&P Emerging Asia Pacific ETF
$6,000
$24,000
70

Fund
Transaction
Fee*,**
Maximum
Transaction
Fee*,**
SPDR S&P Emerging Markets Dividend ETF
$1,000
$4,000
SPDR S&P Emerging Markets Small Cap ETF
$5,000
$20,000
SPDR S&P Global Dividend ETF
$1,000
$4,000
SPDR S&P Global Infrastructure ETF
$1,000
$4,000
SPDR S&P Global Natural Resources ETF
$1,000
$4,000
SPDR S&P International Dividend ETF
$2,000
$8,000
SPDR S&P International Small Cap ETF
$5,500
$22,000
SPDR S&P North American Natural Resources ETF
$250
$1,000
*
From time to time, a Fund may waive all or a portion of its applicable transaction fee(s). An additional charge of up to three (3) times the standard transaction fee may be charged to the extent a transaction is outside of the clearing process.
**
In addition to the transaction fees listed above, the Funds may charge an additional variable fee for creations and redemptions in cash to offset brokerage and impact expenses associated with the cash transaction. The variable transaction fee will be calculated based on historical transaction cost data and the 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 Prospectus entitled PURCHASE AND SALE INFORMATION and ADDITIONAL PURCHASE AND SALE INFORMATION.
NAV per Share for each Fund is computed by dividing the value of the net assets of the Fund (i.e., the value of its total assets less total liabilities) by the total number of Shares outstanding. Expenses and fees, including the management fees, are accrued daily and taken into account for purposes of determining NAV. The NAV of each Fund is calculated by State Street and determined once daily as of the close of the regular trading session on the NYSE (ordinarily 4:00 p.m. Eastern time) on each day that such exchange is open. Creation/redemption order cut-off times may be earlier on any day that the Securities Industry and Financial Markets Association (or applicable exchange or market on which a Fund's investments are traded) announces an early closing time. Any assets or liabilities denominated in currencies other than the U.S. dollar are converted into U.S. dollars at market rates on the date of valuation (generally as of 4:00 p.m. London time) as quoted by one or more sources.
In calculating a 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) or (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). Each Fund relies on a third-party service provider for assistance with the daily calculation of the Fund's NAV. The third-party service provider, in turn, relies on other parties for certain pricing data and other inputs used in the calculation of the Fund's NAV. Therefore, each Fund is subject to certain operational risks associated with reliance on its service provider and that service provider's sources of pricing and other data. NAV calculation may be adversely affected by operational risks arising from factors such as errors or failures in systems and technology. Such errors or failures may result in inaccurately calculated NAVs, delays in the calculation of NAVs and/or the inability to calculate NAV over extended time periods. A Fund may be unable to recover any losses associated with such failures. 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. Each Fund may use various pricing services, or discontinue the use of any pricing service.
Pursuant to Board approved valuation procedures, the Board has designated the Adviser as the valuation designee for each Fund. These procedures address, among other things, (i) determining (a) when market quotations are not readily available or reliable and (b) the methodologies to be used for determining the fair value of investments, and (ii) the use and oversight of third-party pricing services for fair valuation. The Adviser is responsible for periodically reviewing the procedures, and the selected methodologies used, for their continuing appropriateness and accuracy, and making any changes or adjustments to the procedures and methodologies as appropriate.
In the event that current market valuations are not readily available or are deemed unreliable, the Trust's procedures require the Adviser to determine a security's fair value. In determining a fair value, the Adviser 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 a Fund's Index provider).
71

In these cases, a Fund's net asset value may reflect certain portfolio securities' fair values rather than their market prices. The fair value of a portfolio instrument is generally the price which a Fund might reasonably expect to receive upon its current sale in an orderly market between market participants. Ascertaining fair value requires a determination of the amount that an arm's-length buyer, under the circumstances, would currently pay for the portfolio instrument. 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 Index. This may result in a difference between a Fund's performance and the performance of the Index.
Dividends and Distributions
The following information supplements and should be read in conjunction with the section in the Prospectus entitled DISTRIBUTIONS.
GENERAL POLICIES
Dividends from net investment income, if any, are generally declared and paid periodically, as described in the Prospectus, but may vary significantly from period to period. Distributions of net realized securities gains, if any, generally are declared and paid once a year, but the Trust may make distributions on a more frequent basis for a Fund to improve index tracking or to comply with the distribution requirements of the Internal Revenue Code, in all events in a manner consistent with the provisions of the 1940 Act.
Dividends and other distributions on Shares are distributed, as described below, on a pro rata basis to Beneficial Owners of such Shares. Dividend payments are made through DTC Participants and Indirect Participants to Beneficial Owners then of record with proceeds received from the Trust.
Management of the Trust reserves the right to declare special dividends if, in its reasonable discretion, such action is necessary or advisable to preserve a Fund's eligibility for treatment as a RIC under the Internal Revenue Code or to avoid imposition of income or excise taxes at the Fund level.
DIVIDEND REINVESTMENT
Broker dealers, at their own discretion, may offer a dividend reinvestment service under which Shares are purchased in the secondary market at current market prices. Investors should consult their broker dealer for further information regarding any dividend reinvestment service offered by such broker dealer.
Taxes
The following is a summary of certain federal income tax considerations generally affecting the Funds and their shareholders that supplements the discussions in the Prospectus. No attempt is made to present a comprehensive explanation of the federal, state, local or foreign tax treatment of the Funds or their shareholders, and the discussion here and in the Prospectus is not intended to be a substitute for careful tax planning.
The following general discussion of certain federal income tax consequences is based on the Internal Revenue Code and the regulations issued thereunder as in effect on the date of this SAI. New legislation, as well as administrative changes or court decisions, may significantly change the conclusions expressed herein, and may have a retroactive effect with respect to the transactions contemplated herein.
The following information should be read in conjunction with the section in the Prospectus entitled ADDITIONAL TAX INFORMATION.
TAXATION OF THE FUNDS
Each Fund is treated as a separate corporation for federal income tax purposes. A Fund therefore is considered to be a separate entity in determining its treatment under the rules for RICs described herein and in the Prospectus. Losses in one series of the Trust do not offset gains in any other series of the Trust and the requirements (other than certain organizational requirements) for qualifying for treatment as a RIC are determined at the Fund level rather than at the Trust level. Each Fund has elected or will elect and intends to qualify each year to be treated as a separate RIC under Subchapter M of the Internal Revenue Code. As such, each Fund should not be subject to federal income tax on its net
72

investment income and capital gains, if any, to the extent that it timely distributes such income and capital gains to its shareholders. In order to qualify for treatment as a RIC, a Fund must distribute annually to its shareholders at least the sum of 90% of its taxable net investment income (generally including the excess of net short-term capital gains over net long-term capital losses) and 90% of its net tax-exempt interest income, if any (the Distribution Requirement) and also must meet several additional requirements. Among these requirements are the following: (i) at least 90% of a Fund's gross income each taxable year must be derived from dividends, interest, payments with respect to certain securities loans, gains from the sale or other disposition of stock, securities or foreign currencies, or other income derived with respect to its business of investing in such stock, securities or currencies, and net income derived from interests in qualified publicly traded partnerships (the Qualifying Income Requirement); and (ii) at the end of each quarter of a Fund's taxable year, its assets must be diversified so that (a) at least 50% of the market value of its total assets must be represented by cash and cash items, U.S. government securities, securities of other RICs and other securities, with such other securities limited, in respect to any one issuer, to an amount not greater in value than 5% of the value of the Fund's total assets and to not more than 10% of the outstanding voting securities of such issuer, and (b) not more than 25% of the value of its total assets is invested in the securities (other than U.S. government securities or securities of other RICs) of any one issuer, the securities (other than securities of other RICs) of two or more issuers that it controls and that are engaged in the same, similar, or related trades or businesses, or the securities of one or more qualified publicly traded partnerships (the Diversification Requirement).
If a Fund fails to satisfy the Qualifying Income Requirement or the Diversification Requirement in any taxable year, such Fund may be eligible for relief provisions if the failures are due to reasonable cause and not willful neglect and if a penalty tax is paid with respect to each failure to satisfy the applicable requirements. Additionally, relief is provided for certain de minimis failures of the Diversification Requirement where the Fund corrects the failure within a specified period of time. In order to be eligible for the relief provisions with respect to a failure to meet the Diversification Requirement, a Fund may be required to dispose of certain assets. If these relief provisions were not available to a Fund and it were to fail to qualify for treatment as a RIC for a taxable year, all of its taxable income would be subject to tax at the applicable corporate rate without any deduction for distributions to shareholders, and its distributions (including capital gains distributions) generally would be taxable as ordinary income dividends to its shareholders, subject to the dividends-received deduction for corporate shareholders and the lower tax rates on qualified dividend income received by noncorporate shareholders. To requalify for treatment as a RIC in a subsequent taxable year, the Fund would be required to satisfy the RIC qualification requirements for that year and to distribute any earnings and profits from any year in which the Fund failed to qualify for tax treatment as a RIC. If a Fund failed to qualify as a RIC for a period greater than two taxable years, it would generally be required to pay a Fund-level tax on certain net built-in gains recognized with respect to certain of its assets upon a disposition of such assets within five years of qualifying as a RIC in a subsequent year. The Board reserves the right not to maintain the qualification of a Fund for treatment as a RIC if it determines such course of action to be beneficial to shareholders.
As discussed more fully below, each Fund intends to distribute substantially all of its net investment income and its capital gains for each taxable year. However, with respect to a Fund investing in China A Shares, should the Chinese government impose restrictions on the Fund's ability to repatriate funds associated with direct investment in A Shares, the Fund could be unable to satisfy the Distribution Requirement. If a Fund fails to satisfy the Distribution Requirement for any taxable year, it will be taxed as a regular corporation, with consequences generally similar to those described in the preceding paragraph.
If a Fund meets the Distribution Requirement but retains some or all of its income or gains, it will be subject to federal income tax to the extent any such income or gains are not distributed. A Fund may designate certain amounts retained as undistributed net capital gain in a notice to its shareholders, who (i) will be required to include in income for U.S. federal income tax purposes, as long-term capital gain, their proportionate shares of the undistributed amount so designated, (ii) will be entitled to credit their proportionate shares of the income tax paid by the Fund on that undistributed amount against their federal income tax liabilities and to claim refunds to the extent such credits exceed their liabilities and (iii) will be entitled to increase their tax basis, for federal income tax purposes, in their Shares by an amount equal to the excess of the amount of undistributed net capital gain included in their respective income over their respective income tax credits. If a Fund failed to satisfy the Distribution Requirement for any taxable year, it would be taxed as a regular corporation, with consequences generally similar to those described above.
73

Given the concentration of certain of the Indexes in a relatively small number of securities, it may not be possible for certain Funds to fully implement sampling methodologies while satisfying the Diversification Requirement. A Fund's efforts to satisfy the Diversification Requirement may affect the Fund's execution of its investment strategy and may cause the Fund's return to deviate from that of the applicable Index, and the Fund's efforts to track the applicable Index may cause it inadvertently to fail to satisfy the Diversification Requirement.
A Fund will be subject to a 4% excise tax on certain undistributed income if it does not distribute to its shareholders in each calendar year an amount at least equal to 98% of its ordinary income for the calendar year plus 98.2% of its capital gain net income for the twelve months ended October 31 of such year, subject to an increase for any shortfall in the prior year's distribution. Each Fund intends to declare and distribute dividends and distributions in the amounts and at the times necessary to avoid the application of this 4% excise tax. With respect a Fund investing in China A Shares, restrictions on a Fund's ability to repatriate funds could impair the Fund's ability to make sufficient distributions to avoid the application of the tax.
A Fund may elect to treat part or all of any qualified late year loss as if it had been incurred in the succeeding taxable year in determining the 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.
Capital losses in excess of capital gains (net capital losses) are not permitted to be deducted against a RIC's net investment income. Instead, for U.S. federal income tax purposes, potentially subject to certain limitations, a Fund may carry a net capital loss from any taxable year forward indefinitely to offset its capital gains, if any, in years following the year of the loss. To the extent subsequent capital gains are offset by such losses, they will not result in U.S. federal income tax liability to the Fund and may not be distributed as capital gains to its shareholders. Generally, the Funds may not carry forward any losses other than net capital losses.
TAXATION OF SHAREHOLDERS—DISTRIBUTIONS
Each Fund intends to distribute annually to its shareholders substantially all of its investment company taxable income (computed without regard to the deduction for dividends paid), its net tax-exempt income, if any, and any net capital gain (net recognized long-term capital gains in excess of net recognized short-term capital losses, taking into account any capital loss carryforwards). Each Fund will report to shareholders annually the amounts of dividends paid from ordinary income, the amount of distributions of net capital gain, the portion of dividends which may qualify for the dividends-received deduction, and the portion of dividends which may qualify for treatment as qualified dividend income.
Subject to certain limitations, dividends reported by a Fund as qualified dividend income will be taxable to noncorporate shareholders at reduced rates. Dividends may be reported by a Fund as qualified dividend income if they are attributable to qualified dividend income received by the Fund. Qualified dividend income includes, in general, subject to certain holding period requirements and other requirements, dividend income from certain U.S. and foreign corporations. Subject to certain limitations, eligible foreign corporations include those incorporated in possessions of the United States, those incorporated in certain countries with comprehensive tax treaties with the United States and other foreign corporations if the stock with respect to which the dividends are paid is tradable on an established securities market in the United States. A dividend generally will not be treated as qualified dividend income to the extent that (i) the shareholder has not held the stock on which the dividend was paid for more than 60 days during the 121-day period that begins on the date that is 60 days before the date on which the stock becomes ex-dividend with respect to such dividend or, in the case of certain preferred stock, for more than 90 days during the 181-day period beginning 90 days before such date, (ii) the shareholder is under an obligation (whether pursuant to a short sale or otherwise) to make related payments with respect to substantially similar or related property, or (iii) the shareholder elects to treat such dividend as investment income under section 163(d)(4)(B) of the Internal Revenue Code. The holding period requirements described in this paragraph apply to shareholders' investments in the Funds and to the Funds' investments in underlying dividend-paying stocks. Dividends treated as received by a Fund from a REIT or another RIC may be treated as qualified dividend income generally only to the extent the dividend distributions are attributable to qualified dividend income received by such REIT or RIC. It is expected that any dividends received by a Fund from a REIT and distributed by that Fund to a shareholder generally will be taxable to the shareholder as ordinary income. Additionally, income derived in connection with a Fund's securities
74

lending activities will, in general, not be treated as qualified dividend income. If 95% or more of a Fund's gross income (calculated without taking into account net capital gain derived from sales or other dispositions of stock or securities) consists of qualified dividend income, that Fund may report all distributions of such income as qualified dividend income.
Certain dividends received by a Fund from U.S. corporations (generally, dividends received by a Fund in respect of any share of stock (1) with a tax holding period of at least 46 days during the 91-day period beginning on the date that is 45 days before the date on which the stock becomes ex-dividend as to that dividend and (2) that is held in an unleveraged position) when distributed and appropriately so reported by the Fund may be eligible for the 50% dividends-received deduction generally available to corporations under the Internal Revenue Code. Dividends received by a Fund from REITs will not be eligible for that deduction. In order to qualify for the deduction, corporate shareholders must meet the minimum holding period requirement stated above with respect to their Shares, taking into account any holding period reductions from certain hedging or other transactions or positions that diminish their risk of loss with respect to their Shares, and, if they borrow to acquire or otherwise incur debt attributable to Shares, they may be denied a portion of the dividends-received deduction with respect to those Shares. Any corporate shareholder should consult its tax adviser regarding the possibility that its tax basis in its Shares may be reduced, for U.S. federal income tax purposes, by reason of extraordinary dividends received with respect to the Shares and, to the extent such basis would be reduced below zero, current recognition of income may be required.
Distributions from a Fund's net short-term capital gains will generally be taxable to shareholders as ordinary income. Distributions from a Fund's net capital gain will be taxable to shareholders at long-term capital gains rates, regardless of how long shareholders have held their Shares. Long-term capital gains are generally taxed to noncorporate shareholders at reduced rates. Certain capital gain dividends attributable to dividends a Fund receives from REITs may be taxable to noncorporate shareholders at a rate other than the reduced rates generally applicable to long-term capital gains.
Although dividends generally will be treated as distributed when paid, any dividend declared by a Fund in October, November or December and payable to shareholders of record in such a month that is paid during the following January will be treated for U.S. federal income tax purposes as received by shareholders on December 31 of the calendar year in which it was declared.
If a Fund's distributions exceed its earnings and profits, all or a portion of the distributions made in the taxable year may be treated as a return of capital to shareholders. A return of capital distribution generally will not be taxable but will reduce the shareholder's cost basis and result in a higher capital gain or lower capital loss when the Shares on which the distribution was received are sold. After a shareholder's basis in the Shares has been reduced to zero, distributions in excess of earnings and profits will be treated as gain from the sale of the shareholder's Shares.
Under Section 163(j) of the Code, a taxpayer's business interest expense is generally deductible to the extent of its business interest income plus certain other amounts. If a Fund earns business interest income, it may report a portion of its dividends as Section 163(j) interest dividends, which its shareholders may be able to treat as business interest income for purposes of Section 163(j) of the Code. The Fund's Section 163(j) interest dividend for a tax year will be limited to the excess of its business interest income over the sum of its business interest expense and other deductions properly allocable to its business interest income. In general, a Fund's shareholders may treat a distribution reported as a Section 163(j) interest dividend as interest income only to the extent the distribution exceeds the sum of the portions of the distribution reported as other types of tax-favored income. To be eligible to treat a Section 163(j) interest dividend as interest income, a shareholder may need to meet certain holding period requirements in respect of Shares and must not have hedged its position in Shares in certain ways.
Distributions that are reinvested in additional Shares of a Fund through the means of a dividend reinvestment service, if offered by your broker-dealer, will nevertheless be taxable dividends to the same extent as if such dividends had been received in cash.
A 3.8% Medicare contribution tax generally applies to all or a portion of the net investment income of a shareholder who is an individual and not a nonresident alien for federal income tax purposes and who has adjusted gross income (subject to certain adjustments) that exceeds a threshold amount ($250,000 if married filing jointly or if considered a surviving spouse for federal income tax purposes, $125,000 if married filing separately, and $200,000 in other cases). This 3.8% tax also applies to all or a portion of the undistributed net investment income of certain shareholders that are estates and trusts. For these purposes, dividends, interest and certain capital gains (generally including capital gain distributions and capital gains realized on the sale of Shares) are generally taken into account in computing a shareholder's net investment income.
75

Distributions of ordinary income and capital gains may also be subject to foreign, state and local taxes depending on a shareholder's circumstances.
TAXATION OF SHAREHOLDERS – SALE OF SHARES
In general, a sale of Shares results in capital gain or loss, and for individual shareholders, is taxable at a federal rate dependent upon the length of time the Shares were held. A sale of Shares held for a period of one year or less at the time of such sale will, for tax purposes, generally result in short-term capital gains or losses, and a sale of those held for more than one year will generally result in long-term capital gains or losses. Long-term capital gains are generally taxed to noncorporate shareholders at reduced rates.
Gain or loss on the sale of Shares is measured by the difference between the amount received and the adjusted tax basis of the Shares. Shareholders should keep records of investments made (including Shares acquired through reinvestment of dividends and distributions) so they can compute the tax basis of their Shares.
A loss realized on a sale of Shares may be disallowed if substantially identical Shares are acquired (whether through the reinvestment of dividends or otherwise) within a sixty-one (61) day period beginning thirty (30) days before and ending thirty (30) days after the date that the Shares are disposed of. In such a case, the basis of the Shares acquired must be adjusted to reflect the disallowed loss. Any loss upon the sale of Shares held for six (6) months or less is treated as long-term capital loss to the extent of any amounts treated as distributions to the shareholder of long-term capital gain (including any amounts credited to the shareholder as undistributed capital gains).
COST BASIS REPORTING
The cost basis of Shares acquired by purchase will generally be based on the amount paid for the Shares and then may be subsequently adjusted for other applicable transactions as required by the Internal Revenue Code. The difference between the selling price and the cost basis of Shares generally determines the amount of the capital gain or loss realized on the sale or exchange of Shares. Contact the broker through whom you purchased your Shares to obtain information with respect to the available cost basis reporting methods and elections for your account.
TAXATION OF FUND INVESTMENTS
Dividends and interest received by a Fund on foreign securities may give rise to withholding and other taxes imposed by foreign countries, including the Chinese taxes described above under China A Share Risk—A Share Tax Risk. 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 consist of certain foreign securities (generally including foreign government securities), then the Fund should be eligible to file an election with the Internal Revenue Service (the IRS) that may enable its shareholders, in effect, to receive either the benefit of a foreign tax credit, or a tax deduction, with respect to certain foreign and U.S. possessions income taxes paid by the Fund, subject to certain limitations. If at least 50% of a Fund's total assets at the close of each quarter of a taxable year consists of interests in other RICs (including money market funds and ETFs that are taxable as RICs), the Fund may make the same election and pass through to its shareholders their pro rata shares of qualified foreign taxes paid by those other RICs and passed through to the Fund for that taxable year. Pursuant to this election, a Fund would treat the applicable foreign taxes as dividends paid to its shareholders. Each such shareholder would be required to include a proportionate share of those taxes in gross income as income received from a foreign source and must treat the amount so included as if the shareholder had paid the foreign tax directly. The shareholder may then either deduct the taxes deemed paid by him or her in computing his or her taxable income or, alternatively, use the foregoing information in calculating any foreign tax credit the shareholder may be entitled to use against such shareholder's federal income tax. If a 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. No deduction for such taxes will be permitted to individuals in computing their alternative minimum tax liability. If a Fund does not make this election, the Fund will be entitled to claim a deduction for certain foreign taxes incurred by the Fund. In certain instances, the Fund might not elect to apply otherwise allowable U.S. federal income tax deductions for those foreign taxes, whether or not credits or deductions for those foreign taxes could be passed through to its shareholders pursuant to the election described above. If the Fund does not elect to apply these deductions, taxable distributions you receive from the Fund may be larger than they would have been if the Fund had taken deductions for
76

such taxes. Under certain circumstances, if a Fund receives a refund of foreign taxes paid in respect of a prior year, the value of the Shares could be affected or any foreign tax credits or deductions passed through to shareholders in respect of the Fund's foreign taxes for the current year could be reduced.
Certain of the Funds' investments may be subject to complex provisions of the Internal Revenue Code (including provisions relating to hedging transactions, straddles, integrated transactions, foreign currency contracts, forward foreign currency contracts, and notional principal contracts) that, among other things, may affect the character of gains and losses realized by a Fund (e.g., may affect whether gains or losses are ordinary or capital), accelerate recognition of income to the Fund and defer losses. These rules could therefore affect the character, amount and timing of distributions to shareholders. These provisions also may require a Fund to mark-to-market certain types of positions in its portfolio (i.e., treat them as if they were closed out) which may cause the Fund to recognize income without receiving cash with which to make distributions to its shareholders in amounts necessary to satisfy the RIC distribution requirements for avoiding income and excise taxes. The Funds intend to monitor their transactions, intend to make appropriate tax elections, and intend to make appropriate entries in their books and records in order to mitigate the effect of these rules and preserve the Funds' qualification for treatment as RICs.
Certain investments made by a Fund may be treated as equity in passive foreign investment companies or PFICs for federal income tax purposes. In general, a passive foreign investment company is a foreign corporation (i) that receives at least 75% of its annual gross income from passive sources (such as interest, dividends, certain rents and royalties, or capital gains) or (ii) where at least 50% of its assets (computed based on average fair market value) either produce or are held for the production of passive income. If a Fund acquires any equity interest (under Treasury regulations that may be promulgated in the future, generally including not only stock but also an option to acquire stock such as is inherent in a convertible bond) in a PFIC, the Fund could be subject to U.S. federal income tax and nondeductible interest charges on excess distributions received from such companies or on gain from the sale of stock in such companies, even if all income or gain actually received by the Fund is timely distributed by the Fund to its shareholders. The Fund would not be able to pass through to its shareholders any credit or deduction for such a tax. A qualified electing fund election or a mark to market election may be available that would ameliorate these adverse tax consequences, but such elections could require the applicable Fund to recognize taxable income or gain (subject to the distribution requirements applicable to RICs, as described above) without the concurrent receipt of cash. In order to satisfy the distribution requirements and avoid a tax at the Fund level, a Fund may be required to liquidate portfolio securities that it might otherwise have continued to hold, potentially resulting in additional taxable gain or loss to the Fund. Gains from the sale of stock of PFICs may also be treated as ordinary income. In order for a Fund to make a qualified electing fund election with respect to a PFIC, the PFIC would have to agree to provide certain tax information to the Fund on an annual basis, which it might not agree to do. The Funds may limit and/or manage their holdings in PFICs to limit their tax liability or maximize their returns from these investments.
If a sufficient portion of the interests in a foreign issuer are held or deemed held by a Fund, independently or together with certain other U.S. persons, that issuer may be treated as a controlled foreign corporation (a CFC) with respect to the Fund, in which case the Fund will be required to take into account each year, as ordinary income, its share of certain portions of that issuer's income, whether or not such amounts are distributed. A Fund may have to dispose of its portfolio securities (potentially resulting in the recognition of taxable gain or loss, and potentially under disadvantageous circumstances) to generate cash, or may have to borrow the cash, to meet its distribution requirements and avoid Fund-level taxes. In addition, some Fund gains on the disposition of interests in such an issuer may be treated as ordinary income. A Fund may limit and/or manage its holdings in issuers that could be treated as CFCs in order to limit its tax liability or maximize its after-tax return from these investments. Each Fund is required for federal income tax purposes to mark-to-market and recognize as income for each taxable year its net unrealized gains and losses on certain futures contracts as of the end of the year as well as those actually realized during the year. Gain or loss from futures and options contracts on broad-based indexes required to be marked to market will be 60% long-term and 40% short-term capital gain or loss. Application of this rule may alter the timing and character of distributions to shareholders. A Fund may be required to defer the recognition of losses on futures contracts, options contracts and swaps to the extent of any unrecognized gains on offsetting positions held by the Fund. It is anticipated that certain net gain realized from the closing out of futures or options contracts will be considered gain from the sale of securities and therefore will be qualifying income for purposes of the Qualifying Income Requirement.
For tax years beginning after December 31, 2017 and before January 1, 2026, a noncorporate taxpayer is generally eligible for a deduction of up to 20% of the taxpayer's qualified REIT dividends. If a Fund receives dividends (other than capital gain dividends) in respect of U.S. REIT shares, the Fund may report its own dividends as eligible for the 20% deduction, to the extent the Fund's income is derived from such qualified REIT dividends, as reduced by allocable Fund
77

expenses. In order for a Fund's dividends to be eligible for this deduction when received by a noncorporate shareholder, the Fund must meet certain holding period requirements with respect to the U.S. REIT shares on which the Fund received the eligible dividends, and the noncorporate shareholder must meet certain holding period requirements with respect to the Shares.
TAX-EXEMPT SHAREHOLDERS
Certain tax-exempt shareholders, including qualified pension plans, individual retirement accounts, salary deferral arrangements, 401(k) plans, and other tax-exempt entities, generally are exempt from federal income taxation except with respect to their unrelated business taxable income (UBTI). Under current law, a Fund generally serves to block UBTI from being realized by its tax-exempt shareholders. However, notwithstanding the foregoing, tax-exempt shareholders could realize UBTI by virtue of their investment in a Fund where, for example, (i) the Fund invests in REITs that hold residual interests in real estate mortgage investment conduits (REMICs) or (ii) Shares constitute debt-financed property in the hands of the tax-exempt shareholders within the meaning of section 514(b) of the Internal Revenue Code. Charitable remainder trusts are subject to special rules and should consult their tax advisors. There are no restrictions preventing a Fund from holding investments in REITs that hold residual interests in REMICs, and a Fund may do so. The IRS has issued guidance with respect to these issues and prospective shareholders, especially charitable remainder trusts, are strongly encouraged to consult with their tax advisors regarding these issues.
Certain tax-exempt educational institutions will be subject to a 1.4% tax on net investment income. For these purposes, certain dividends and capital gain distributions, and certain gains from the disposition of Shares (among other categories of income), are generally taken into account in computing a shareholder's net investment income.
FOREIGN SHAREHOLDERS
Dividends, other than capital gains dividends, short-term capital gain dividends and interest-related dividends (described below), paid by a Fund to shareholders who are nonresident aliens or foreign entities will be subject to a 30% United States withholding tax unless a reduced rate of withholding or a withholding exemption is provided under applicable treaty law to the extent derived from investment income and short-term capital gain or unless such income is effectively connected with a U.S. trade or business carried on through a permanent establishment in the United States. Nonresident shareholders are urged to consult their own tax advisors concerning the applicability of the United States withholding tax and the proper withholding form(s) to be submitted to a Fund. A non-U.S. shareholder who fails to provide an appropriate IRS Form W-8 may be subject to backup withholding at the appropriate rate.
Dividends reported by a Fund as (i) interest-related dividends, to the extent such dividends are derived from the Fund's qualified net interest income, or (ii) short-term capital gain dividends, to the extent such dividends are derived from the Fund's qualified short-term gain, are generally exempt from this 30% withholding tax. Qualified net interest income is a Fund's net income derived from U.S.-source interest and original issue discount, subject to certain exceptions and limitations. Qualified short-term gain generally means the excess of a Fund's net short-term capital gain for the taxable year over its net long-term capital loss, if any. In the case of Shares held through an intermediary, the intermediary may withhold even if a Fund reports the payment as an interest-related dividend or as a short-term capital gain dividend. Non-U.S. shareholders should contact their intermediaries with respect to the application of these rules to their accounts.
Unless certain non-U.S. entities that hold Shares comply with IRS requirements that will generally require them to report information regarding U.S. persons investing in, or holding accounts with, such entities, a 30% withholding tax may apply to Fund distributions payable to such entities. A non-U.S. shareholder may be exempt from the withholding described in this paragraph under an applicable intergovernmental agreement between the U.S. and a foreign government, provided that the shareholder and the applicable foreign government comply with the terms of such agreement.
Non-U.S. persons are subject to U.S. tax on disposition of a United States real property interest (a USRPI). Gain on such a disposition is sometimes referred to as FIRPTA gain. The Internal Revenue Code provides a look-through rule for distributions of FIRPTA gain if certain requirements are met. If the look-through rule applies, certain distributions attributable to income treated as received by a Fund from REITs may be treated as gain from the disposition of a USRPI, causing distributions to be subject to U.S. withholding taxes, and requiring non-U.S. investors to file nonresident U.S. income tax returns. Also, FIRPTA gain may be subject to a 30% branch profits tax in the hands of a non-U.S. shareholder that is treated as a corporation for federal income tax purposes. Under certain circumstances, Shares may qualify as USRPIs, which could result in 15% withholding on certain distributions and gross redemption proceeds paid to certain non-U.S. investors.
78

BACKUP WITHHOLDING
A Fund will be required in certain cases to withhold (as backup withholding) on amounts payable to any shareholder who (1) has provided the Fund either an incorrect tax identification number or no number at all, (2) is subject to backup withholding by the IRS for failure to properly report payments of interest or dividends, (3) has failed to certify to the Fund that such shareholder is not subject to backup withholding, or (4) has not certified that such shareholder is a U.S. person (including a U.S. resident alien). The backup withholding rate is currently 24%. Backup withholding will not be applied to payments that have been subject to the 30% withholding tax on shareholders who are neither citizens nor permanent residents of the U.S.
CREATION UNITS
An Authorized Participant who exchanges securities for Creation Units generally will recognize a gain or a loss. The gain or loss will be equal to the difference between the market value of the Creation Units at the time and the sum of the 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 IRS, however, may assert that a loss realized upon an exchange of securities for Creation Units cannot be deducted currently under the rules governing wash sales, or on the basis that there has been no significant change in economic position.
Any gain or loss realized upon a creation of Creation Units will be treated as capital gain or loss if the Authorized Participant holds the securities exchanged therefor as capital assets, and otherwise will be ordinary income or loss. Similarly, any gain or loss realized upon a redemption of Creation Units will be treated as capital gain or loss if the Authorized Participant holds the Shares comprising the Creation Units as capital assets, and otherwise will be ordinary income or loss. Any capital gain or loss realized upon the creation of Creation Units will generally be treated as long-term capital gain or loss if the securities exchanged for such Creation Units have been held for more than one year, and otherwise will be short-term capital gain or loss. Any capital gain or loss realized upon the redemption of Creation Units will generally be treated as long-term capital gain or loss if the Shares comprising the Creation Units have been held for more than one year, and otherwise, will generally be short-term capital gain or loss. Any capital loss realized upon a redemption of Creation Units held for six (6) months or less will be treated as a long-term capital loss to the extent of any amounts treated as distributions to the applicable Authorized Participant of long-term capital gains with respect to the Creation Units (including any amounts credited to the Authorized Participant as undistributed capital gains).
A Fund has the right to reject an order for Creation Units if the purchaser (or a group of purchasers) would, upon obtaining the Shares so ordered, own 80% or more of the outstanding shares of the Fund and if, pursuant to section 351 of the Internal Revenue Code, the Fund would have a basis in any deposit securities different from the market value of such securities on the date of deposit. A Fund also has the right to require information necessary to determine beneficial Fund Share ownership for purposes of the 80% determination. If a Fund does issue Creation Units to a purchaser (or a group of purchasers) that would, upon obtaining the Shares so ordered, own 80% or more of the outstanding shares of the Fund, the purchaser (or a group of purchasers) may not recognize gain or loss upon the exchange of securities for Creation Units.
If a Fund redeems Creation Units in cash, it may bear additional costs and recognize more capital gains than it would if it redeems Creation Units in-kind.
Persons purchasing or redeeming Creation Units should consult their own tax advisors with respect to the tax treatment of any creation or redemption transaction.
CERTAIN POTENTIAL TAX REPORTING REQUIREMENTS
Under promulgated Treasury regulations, if a shareholder recognizes a loss on disposition of a Fund's shares of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder (or certain greater amounts over a combination of years), the shareholder must file with the IRS a disclosure statement on IRS Form 8886. Direct shareholders of portfolio securities are in many cases excepted from this reporting requirement, but under current guidance, shareholders of a RIC are not excepted. A shareholder who fails to make the required disclosure to the IRS
79

may be subject to adverse tax consequences, including significant penalties. 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.
Capital Stock and Other Securities
Each Fund issues Shares of beneficial interest, par value $.01 per Share. The Board may designate additional funds.
Each Share issued by the Trust has a pro rata interest in the assets of the corresponding series of the Trust. Shares have no preemptive, exchange, subscription or conversion rights and are freely transferable. Each Share is entitled to participate equally in dividends and distributions declared by the Board with respect to each Fund, and in the net distributable assets of each Fund on liquidation.
Each Share has one vote with respect to matters upon which a shareholder vote is required consistent with the requirements of the 1940 Act and the rules promulgated thereunder. Shares of all series of the Trust (Funds) vote together as a single class except that if the matter being voted on affects only a particular fund it will be voted on only by that fund and if a matter affects a particular fund differently from other Funds, that fund will vote separately on such matter. Under Massachusetts law, the Trust is not required to hold an annual meeting of shareholders unless required to do so under the 1940 Act. The policy of the Trust is not to hold an annual meeting of shareholders unless required to do so under the 1940 Act. All Shares of the Trust (regardless of the fund) have noncumulative voting rights for the election of Trustees. Under Massachusetts law, Trustees of the Trust may be removed by vote of the shareholders.
Under Massachusetts law, shareholders of a business trust may, under certain circumstances, be held personally liable as partners for obligations of the Trust. However, the Declaration of Trust contains an express disclaimer of shareholder liability for acts or obligations of the Trust, requires that Trust obligations include such disclaimer, and provides for indemnification and reimbursement of expenses out of the 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 Advisors Funds Distributors, LLC at One Iron Street, Boston, Massachusetts 02210.
Counsel and Independent Registered Public Accounting Firm
Morgan, Lewis & Bockius LLP, located at 1111 Pennsylvania Avenue NW, Washington, DC 20004, serves as counsel to the Trust. Ernst & Young LLP, located at 200 Clarendon Street, Boston, MA 02116, serves as the independent registered public accounting firm of the Trust. Ernst & Young LLP performs annual audits of the Funds' financial statements and provides other audit, tax and related services.
Local Market Holiday Schedules
The Trust generally intends to effect deliveries of portfolio securities on a basis of T plus two 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 two 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 two Business Days.
80

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.
Financial Statements
The financial statements and financial highlights of the Funds that were operating during the year ended September 30, 2022, along with the Report of Ernst & Young LLP, the Trust's Independent Registered Public Accounting Firm, included in the Trust's Annual Reports to Shareholders on Form N-CSR under the 1940 Act, are incorporated by reference into this Statement of Additional Information.
81

Appendix A
SPDR® Series Trust 
SPDR® Index Shares Funds 
SSGA Active Trust
(each, a Trust, and, collectively, the Trusts
PROXY VOTING POLICY AND PROCEDURES
The Boards of Trustees of the Trusts have adopted the following policy and procedures with respect to voting proxies relating to portfolio securities held by the Trusts' investment portfolios.
1.
Proxy Voting Policy
The policy of each Trust is to delegate the responsibility for voting proxies relating to portfolio securities held by the Trusts to SSGA Funds Management, Inc. (the Adviser), investment adviser to each series of the Trusts (the Funds), subject to the Trustees' continuing oversight.
2.
Fiduciary Duty
The right to vote proxies with respect to portfolio securities held by each Trust is an asset of the Trusts. The Adviser acts as a fiduciary of the Trusts and must vote proxies in a manner consistent with the best interest of the Trusts and the Funds' shareholders.
3.
Proxy Voting Procedures
A.
At least annually, the Adviser shall present to the Board of Trustees (the Board) its policies, procedures and other guidelines for voting proxies (Policy) (See attached Schedule A) and the Policy of any Sub-adviser (defined below) to which proxy voting authority has been delegated (see Section 9 below). In addition, the Adviser shall notify the Board of material changes to its Policy or the Policy of any Sub-adviser promptly and no later than the next regular meeting of the Board after such amendment is implemented.
B.
At least annually, the Adviser shall present to the Board its policy for managing the conflicts of interests that may arise through the Adviser's proxy voting activities. In addition, the Adviser shall report any Policy overrides involving portfolio securities held by the Trusts to the Trustees at the next regular meeting of the Board after such override(s) occur.
C.
At least annually, the Adviser shall inform the Trustees that a record is available for each proxy voted with respect to portfolio securities of each Trust during the year. Also see Section 5 below.
4.
Revocation of Authority to Vote
The delegation by the Trustees of the authority to vote proxies relating to portfolio securities of the Trusts may be revoked by the Trustees, in whole or in part, at any time.
5.
Annual Filing of Proxy Voting Record
The Adviser shall provide the required data for each proxy voted with respect to portfolio securities of a Trust to that respective Trust or its designated service provider in a timely manner and in a format acceptable to be filed in the Trust's annual proxy voting report on Form N-PX for the twelve-month period ended June 30. Form N-PX is required to be filed not later than August 31 of each year.
6.
Retention and Oversight of Proxy Advisory Firms
A.
In considering whether to retain or continue retaining a particular proxy advisory firm, the Adviser will ascertain whether the proxy advisory firm has the capacity and competency to adequately analyze proxy issues, act as proxy voting agent as requested, and implement the Policy. In this regard, the Adviser will consider, at least annually, among other things, the adequacy and quality of the proxy advisory firm's staffing and personnel and the robustness of its policies and procedures regarding its ability to identify and address any conflicts of interest. The Adviser shall, at least annually, report to the Board regarding the results of this review.
A-1

B.
The Adviser will request quarterly and annual reporting from any proxy advisory firm retained by the Adviser, and hold ad hoc meetings with such proxy advisory firm, in order to determine whether there has been any business changes that might impact the proxy advisory firm's capacity or competency to provide proxy voting advice or services or changes to the proxy advisory firm's conflicts policies or procedures. The Adviser will also take reasonable steps to investigate any material factual error, notified to the Adviser by the proxy advisory firm or identified by the Adviser, made by the proxy advisory firm in providing proxy voting services.
7.
Periodic Sampling
The Adviser will periodically sample proxy votes to review whether they complied with the Policy. The Adviser shall, at least annually, report to the Board regarding the frequency and results of the sampling performed.
8.
Disclosures
A.
A Trust shall include in its registration statement:
1.
A description of this policy and of the policies and procedures used by the Adviser to determine how to vote proxies relating to portfolio securities; and
2.
A statement disclosing that information regarding how the Trust voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available without charge, upon request, by calling the Trust's toll-free telephone number; or through a specified Internet address; or both; and on the Securities and Exchange Commission's (the SEC) website.
B.
A Trust shall include in its annual and semi-annual reports to shareholders:
1.
A statement disclosing that a description of the policies and procedures used by or on behalf of the Trust to determine how to vote proxies relating to portfolio securities of the Funds is available without charge, upon request, by calling the Trust's toll-free telephone number; through a specified Internet address, if applicable; and on the SEC's website; and
2.
A statement disclosing that information regarding how the Trust voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available without charge, upon request, by calling the Trust's toll-free telephone number; or through a specified Internet address; or both; and on the SEC's website.
9.
Sub-Advisers
For certain Funds, the Adviser retains investment management firms (Sub-advisers) to provide day-to-day investment management services to the Funds pursuant to sub-advisory agreements. It is the policy of the Trust that the Adviser may delegate proxy voting authority with respect to a Fund to a Sub-adviser. Pursuant to such delegation, a Sub-adviser is authorized to vote proxies on behalf of the applicable Fund or Funds for which it serves as sub-adviser, in accordance with the Sub-adviser's proxy voting policies and procedures.
10.
Review of Policy
The Trustees shall review this policy to determine its continued sufficiency as necessary from time to time.
Adopted (SPDR Series Trust/SPDR Index Shares Funds):
May 31, 2006
Updated:
August 1, 2007
Amended:
May 29, 2009
Amended:
November 19, 2010
Adopted (SSGA Active Trust)/Amended:
May 25, 2011
Amended:
February 25, 2016
A-2

APPENDIX B
 
 
 
December 2022
 
Global Proxy Voting and
Engagement Principles
 
State Street Global Advisors, one of the industry's
largest institutional asset managers, is the investment
management arm of State Street Corporation, a leading
provider of financial services to institutional investors. As
an investment manager, State Street Global Advisors
has discretionary proxy voting authority over most of its
client accounts, and State Street Global Advisors votes
these proxies in the manner that we believe will most
likely protect and promote the long-term economic value
of client investments, as described in this document.i
 
 

i
These Global Proxy Voting and Engagement Principles (the Principles) are also applicable to SSGA Funds Management, Inc., State Street Global Advisors Trust Company, and other advisory affiliates of State Street Corporation. Additionally, State Street Global Advisors maintains Proxy Voting and Engagement Guidelines for select markets, including: Australia, continental Europe, Japan, New Zealand, North America (Canada and the US), the UK and Ireland, and emerging markets. International markets not covered by our market-specific guidelines are reviewed and voted in a manner that is consistent with the Principles; however, State Street Global Advisors also endeavors to show sensitivity to local market practices when voting in these various markets.
B-1

 
 
 
 
State Street Global
Advisors' Authority and
Duties to Vote Client and
Fund Securities
Where State Street Global Advisors' clients have asked it to vote their shares on their
behalf or where a commingled fund fiduciary has delegated the responsibility to vote the
fund's securities to State Street Global Advisors, State Street Global Advisors votes those
client and fund-owned securities in a unified manner, consistent with the Principles
described in this document. Exceptions to this unified voting policy are: (1) where State
Street Global Advisors has made proxy voting choices (i.e., the proxy voting program)
available to investors within a commingled fund, in which case a pro rata portion of shares
held by the fund attributable to investors who choose to participate in the proxy voting
program would be voted consistent with the third-party proxy voting policies selected by
the investors, and (2) in the limited circumstances where a pooled investment vehicle
managed by State Street Global Advisors utilizes a third party proxy voting guideline as set
forth in that fund's organizational and/or offering documents. With respect to such funds
utilizing third-party proxy voting guidelines, the terms of the applicable third-party proxy
voting guidelines shall apply in place of the Principles described herein and the proxy
votes implemented with respect to such a fund may differ from and be contrary to those
votes implemented for other portfolios managed by State Street Global Advisors pursuant
to its proprietary proxy voting guidelines.
The Principles - State
Street Global Advisors'
Approach to Proxy Voting
and Issuer Engagement
At State Street Global Advisors, we take our fiduciary duties as an asset manager very
seriously. We have a dedicated team of corporate governance professionals who help us
carry out our duties as a responsible investor. These duties include engaging with
companies, developing and enhancing in-house corporate governance guidelines,
analyzing corporate governance issues on a case-by-case basis at the company level, and
exercising voting rights. The underlying goal is to maximize shareholder value.
 
The Principles may take different perspectives on common governance issues that vary
from one market to another. Similarly, engagement activity may take different forms in
order to best achieve long-term engagement goals. Rather than divesting from portfolio
companies, our approach is to engage with such companies. We believe that proxy voting
and engagement with portfolio companies is often the most direct and productive way for
shareholders to exercise their ownership rights. This comprehensive toolkit is an integral
part of the overall investment process.
 
We believe engagement and voting activity have a direct relationship. As a result, the
integration of our engagement activities, while leveraging the exercise of voting rights,
provides a meaningful shareholder tool that we believe protects and enhances the
long-term economic value of the holdings in our clients' accounts. We maximize voting
power and engagement by maintaining a centralized proxy voting and active ownership
process covering all holdings, regardless of strategy. Despite the vast array of investment
strategies and objectives across State Street Global Advisors, the fiduciary responsibilities
of share ownership and voting for which State Street Global Advisors has voting discretion
are carried out with a single voice and objective.
 
The Principles support governance structures that we believe add to, or maximize,
shareholder value for the companies held in our clients' portfolios. We conduct issuer
specific engagements with companies to discuss our principles, including sustainability-
related risks. In addition, we encourage issuers to find ways to increase the amount of
direct communication board members have with shareholders. Direct communication with
executive board members and independent non-executive directors is critical to helping
companies understand shareholder concerns.
B-2

 
In conducting our engagements, we also evaluate the various factors that influence the
corporate governance framework of a country, including the macroeconomic conditions
and broader political system, the quality of regulatory oversight, the enforcement of
property and shareholder rights, and the independence of the judiciary. We understand
that regulatory requirements and investor expectations relating to governance practices
and engagement activities differ from country to country. As a result, we engage with
issuers, regulators, or a combination of the two depending upon the market. We are also a
member of various investor associations that seek to address broader corporate
governance-related policy at the country level.
 
The State Street Global Advisors Asset Stewardship Team may consult with members of
various investment teams to engage with companies on corporate governance issues and
to address any specific concerns. This facilitates our comprehensive approach to
information gathering as it relates to shareholder items that are to be voted upon at
upcoming shareholder meetings. We also conduct issuer-specific engagements with
companies, covering various corporate governance and sustainability-related topics
outside of proxy season.
 
The Asset Stewardship Team employs a blend of quantitative and qualitative research,
analysis and data in order to support screens that identify issuers where active
engagement may be necessary to protect and promote shareholder value. Issuer
engagement may also be event driven, focusing on issuer-specific corporate governance,
sustainability concerns, or broader industry-related trends. We also consider the size of
our total position in the issuer in question and/or the potential negative governance,
performance profile, and circumstance at hand. As a result, we believe issuer engagement
can take many forms and be triggered by numerous circumstances. The following
approaches represent how we define engagement methods:
 
 
Active
We use screening tools designed to capture a mix of company-specific data, including
governance and sustainability profiles, to help us focus our voting and engagement activity.
 
We will actively seek direct dialogue with the board and management of companies that
we have identified through our screening processes. Such engagements may lead to
further monitoring to ensure that the company improves its governance or sustainability
practices. In these cases, the engagement process represents the most meaningful
opportunity for us to protect long-term shareholder value from excessive risk due to poor
governance and sustainability practices.
 
 
Reactive
Reactive engagement is initiated by issuers. We routinely discuss specific voting issues
and items with the issuer community. Reactive engagement is an opportunity to address
not only voting items, but also a wide range of governance and sustainability issues.
 
We have established an engagement protocol that further describes our approach to
issuer engagement.
B-3

 
 
Measurement
Assessing the effectiveness of our issuer engagement process is often difficult. In order to
limit the subjectivity of effectiveness measurement, we actively seek issuer feedback and
monitor the actions issuers take post-engagement in order to identify tangible changes.
Thus, we are able to establish indicators to gauge how issuers respond to our concerns
and to what degree these responses satisfy our requests. It is also important to note that
successful engagement activity can be measured over differing time periods depending
upon the relevant facts and circumstances. Engagements can last as briefly as a single
meeting or span multiple years.
 
Depending upon the issue and whether the engagement activity is reactive, active,
one-time, or recurring, engagement with issuers can take the form of written
communication, conference calls, or in-person meetings. We believe active engagement is
best conducted directly with company management or board members.
 
 
Proxy Voting Procedure
 
 
 
Oversight
The Asset Stewardship Team is responsible for developing and implementing State Street
Global Advisors' proprietary Proxy Voting and Engagement Guidelines (the Guidelines),
the implementation of third-party proxy voting guidelines where applicable, case-by-case
voting items, issuer engagement activities, and research and analysis of governance-
related issues. The Asset Stewardship Team's activities are overseen by the State Street
Global Advisors ESG Committee. The ESG Committee is responsible for reviewing State
Street Global Advisors' stewardship strategy, engagement priorities, and proxy voting
guidelines and monitoring the delivery of voting objectives.
 
 
Proxy Voting Process
In order to facilitate our proxy voting process, we retain Institutional Shareholder Services
Inc. (ISS), a firm with expertise in proxy voting and corporate governance. We utilize ISS
to: (1) act as our proxy voting agent (providing State Street Global Advisors with vote
execution and administration services), (2) assist in applying the Guidelines, (3) provide
research and analysis relating to general corporate governance issues and specific proxy
items, and (4) provide proxy voting guidelines in limited circumstances.
 
The Asset Stewardship Team reviews with ISS its Guidelines and the services that ISS
provides to State Street Global Advisors on an annual or case-by-case basis. As part of its
role as proxy agent and prior to providing vote execution services, ISS pre-populates on an
electronic platform certain preliminary proxy votes in accordance with the proxy voting
guidelines identified by State Street Global Advisors. On most routine proxy voting items
(e.g., ratification of auditors), ISS will shortly before applicable submission deadlines use
an automated process to affect the pre-populated proxy votes. To the extent the Asset
Stewardship Team becomes aware of material new information within a reasonable period
of time before ISS affects such votes, the Asset Stewardship Team will assess whether the
pre-populated votes should be updated.
 
In other cases, the Asset Stewardship Team will evaluate the proxy solicitation to
determine how to vote based upon the facts and circumstances, consist with our Principles
and accompanying Guidelines.
B-4

 
In some instances, the Asset Stewardship Team may refer significant issues to the ESG
Committee for a determination of the proxy vote. In addition, in determining whether to
refer a proxy vote to the ESG Committee, the Asset Stewardship Team will consider
whether a material conflict of interest exists between the interests of our client and those
of State Street Global Advisors or its affiliates (as explained in greater detail in our Conflict
Mitigation Guidelines).
 
We vote in all markets where it is feasible; however, we may refrain from voting when
power of attorney documentation is required, where voting will have a material impact on
our ability to trade the security, where voting is not permissible due to sanctions affecting a
company or an individual, where issuer-specific special documentation is required, or
where various market or issuer certifications are required. We are unable to vote proxies
when certain custodians, used by our clients, do not offer proxy voting in a jurisdiction or
when they charge a meeting specific fee in excess of the typical custody service
agreement.
 
 
Conflict of Interest
See our standalone Conflict Mitigation Guidelines.
 
 
Proxy Voting and
Engagement Principles
 
 
 
Directors and Boards
The election of directors is one of the most important fiduciary duties we perform on
behalf of our clients. We believe that well-governed companies can protect and pursue
shareholder interests better and withstand the challenges of an uncertain economic
environment. As such, we seek to vote director elections in a way that we believe will
maximize long-term value.
 
Principally, a board acts on behalf of shareholders by protecting their interests and
preserving their rights. This concept establishes the standard by which board and director
performance is measured. In order to achieve this fundamental principle, the role of the
board is to carry out its responsibilities in the best long-term interest of the company and
its shareholders. An independent and effective board oversees management, provides
guidance on strategic matters, selects the CEO and other senior executives, creates a
succession plan for the board and management, provides risk oversight, and assesses the
performance of the CEO and management. In contrast, management implements the
business and capital allocation strategies and runs the company's day-to-day operations.
As part of our engagement process, we routinely discuss the importance of these
responsibilities with the boards of issuers.
 
We believe the quality of a board is a measure of director independence, director
succession planning, board diversity, evaluations and refreshment, and company
governance practices. In voting to elect nominees, we consider many factors. We believe
independent directors are crucial to good corporate governance; they help management
establish sound corporate governance policies and practices. A sufficiently independent
board will effectively monitor management, maintain appropriate governance practices,
and perform oversight functions necessary to protect shareholder interests. We also
believe the right mix of skills, independence, diversity, and qualifications among directors
provides boards with the knowledge and direct experience to manage risks and operating
structures that are often complex and industry-specific.
B-5

 
 
Accounting and
Audit-Related Issues
We believe audit committees are critical and necessary as part of the board's risk
oversight role. The audit committee is responsible for setting out an internal audit function
that provides robust audit and internal control systems designed to effectively manage
potential and emerging risks to the company's operations and strategy. We believe audit
committees should have independent directors as members, and we will hold the members
of the audit committee responsible for overseeing the management of the audit function.
 
The disclosure and availability of reliable financial statements in a timely manner is
imperative for the investment process. As a result, board oversight of the internal controls
and the independence of the audit process are essential if investors are to rely upon
financial statements. It is important for the audit committee to appoint external auditors
who are independent from management; we expect auditors to provide assurance of a
company's financial condition.
 
 
Capital Structure,
Reorganization and Mergers
The ability to raise capital is critical for companies to carry out strategy, to grow, and to
achieve returns above their cost of capital. The approval of capital raising activities is
fundamental to a shareholder's ability to monitor the amounts of proceeds and to ensure
capital is deployed efficiently. Altering the capital structure of a company is a critical
decision for boards. When making such a decision, we believe the company should
disclose a comprehensive business rationale that is consistent with corporate strategy and
not overly dilutive to its shareholders.
 
Mergers or reorganization of the structure of a company often involve proposals relating to
reincorporation, restructurings, liquidations, and other major changes to the corporation.
 
Proposals that are in the best interests of shareholders, demonstrated by enhancing share
value or improving the effectiveness of the company's operations, will be supported. In
evaluating mergers and acquisitions, we consider the impact of the corporate governance
provisions to shareholders. In all cases, we use our discretion in order to maximize
shareholder value.
 
Occasionally, companies add anti-takeover provisions that reduce the chances of a
potential acquirer to make an offer, or to reduce the likelihood of a successful offer. We do
not support proposals that reduce shareholders' rights, entrench management, or reduce
the likelihood of shareholders' right to vote on reasonable offers.
 
 
Compensation
We consider it the board's responsibility to identify the appropriate level of executive
compensation. Despite the differences among the types of plans and the awards possible,
there is a simple underlying philosophy that guides our analysis of executive
compensation: we believe that there should be a direct relationship between executive
compensation and company performance over the long term.
 
Shareholders should have the opportunity to assess whether pay structures and levels are
aligned with business performance. When assessing remuneration reports, we consider
factors such as adequate disclosure of various remuneration elements, absolute and
relative pay levels, peer selection and benchmarking, the mix of long-term and short-term
incentives, alignment of pay structures with shareholder interests, as well as with
corporate strategy and performance. We may oppose remuneration reports where pay
seems misaligned with shareholders' interests. We may also consider executive
compensation practices when re-electing members of the remuneration committee.
B-6

 
We recognize that compensation policies and practices are unique from market to market;
often there are significant differences between the level of disclosures, the amount and
forms of compensation paid, and the ability of shareholders to approve executive
compensation practices. As a result, our ability to assess the appropriateness of executive
compensation is often dependent on market practices and laws.
 
 
Environmental and Social
Issues
As a fiduciary, State Street Global Advisors takes a comprehensive approach to engaging
with our portfolio companies about material environmental and social (together, sustain-
ability) issues. Our Asset Stewardship program prioritization process allows us to
proactively identify companies for engagement and voting in order to mitigate sustainability
risks in our portfolio. Through engagement, we address a broad range of topics relating to
the promotion of long-term shareholder value creation that are designed to build long-term
relationships with the issuers in which our clients invest. When voting, we fundamentally
consider whether the adoption of a shareholder proposal addressing a material sustain-
ability issue would promote long-term shareholder value in the context of the company's
existing practices and disclosures as well as existing market practice.
 
For more information on our approach to environmental and social issues, please see our
Global Proxy Voting and Engagement Guidelines for Environmental and Social Issues and
our Frameworks for Voting Environmental and Social Shareholder Proposals, both
available at ssga.com/about-us/asset-stewardship.html.
 
 
General/Routine
Although we do not seek involvement in the day-to-day operations of an organization, we
recognize the need for conscientious oversight and input into management decisions that
may affect a company's value. We support proposals that encourage economically
advantageous corporate practices and governance, while leaving decisions that are
deemed to be routine or constitute ordinary business to management and the board of
directors.
 
 
Fixed Income Stewardship
The two elements of our fixed income stewardship program are:
 
Proxy Voting:
 
While matters that arise for a vote at bondholder meetings vary by jurisdiction, examples of
common proxy voting resolutions at bondholder meetings include:
 
Approving amendments to debt covenants and/or terms of issuance
 
Authorizing procedural matters, such as filing of required documents/other formalities
 
Approving debt restructuring plans
 
Abstaining from challenging the bankruptcy trustees
 
Authorizing repurchase of issued debt security
 
Approving the placement of unissued debt securities under the control of directors
 
Approving spin-off/absorption proposals
 
Given the nature of the items that arise for vote at bondholder meetings, we take a
case-by-case approach to voting bondholder resolutions. Where necessary, we will engage
with issuers on voting matters prior to arriving at voting decisions. All voting decisions will
be made in the best interest of our clients.
B-7

 
Issuer Engagement:
 
We recognize that debt holders have limited leverage with companies on a day-to-day
basis. Our guidelines for engagement with fixed income issuers broadly follow the
engagement guidelines for our equity holdings as described above.
 
 
Securities on Loan
For funds in which we act as trustee, we may recall securities in instances where we
believe that a particular vote will have a material impact on the fund(s). Several factors
shape this process. First, we must receive notice of the vote in sufficient time to recall the
shares on or before the record date. In many cases, we do not receive timely notice, and
we are unable to recall the shares on or before the record date. Second, State Street
Global Advisors may exercise its discretion and recall shares if it believes that the benefit
of voting shares will outweigh the foregone lending income. This determination requires
State Street Global Advisors, with the information available at the time, to form judgments
about events or outcomes that are difficult to quantify. Given our expertise and vast
experience, we believe that the recall of securities will rarely provide an economic benefit
that outweighs the cost of the foregone lending income.
 
 
Reporting
Any client who wishes to receive information on how its proxies were voted should contact
its State Street Global Advisors relationship manager.
 
 
About State Street Global
Advisors
For four decades, State Street Global Advisors has served the world's governments,
institutions and financial advisors. With a rigorous, risk-aware approach built on research,
analysis and market-tested experience, we build from a breadth of index and active
strategies to create cost-effective solutions. And, as pioneers in index, ETF, and ESG
investing, we are always inventing new ways to invest. As a result, we have become the
world's fourth-largest asset manager* with US $3.26 trillion† under our care.

*
Pensions & Investments Research Center, as of December 31, 2021.
This figure is presented as of September 30, 2022 and includes approximately $55.12 billion USD of assets with respect to SPDR products for which State Street Global Advisors Funds Distributors, LLC (SSGA FD) acts solely as the marketing agent. SSGA FD and State Street Global Advisors are affiliated. Please note all AUM is unaudited.


ssga.com
State Street Global Advisors Worldwide Entities
Australia: State Street Global Advisors, Australia, Limited (ABN 42 003 914 225) is the holder of an Australian Financial Services Licence (AFSL Number 238276). Registered Office: Level 17, 420 George Street, Sydney, NSW 2000, Australia. T: +612 9240 7600. F: +612 9240 7611. Belgium: State Street Global Advisors Belgium, Chausse de La
Hulpe 120, 1000 Brussels, Belgium. T: +32 2 663 2036, F: +32 2 672 2077. SSGA Belgium is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Canada: State Street Global Advisors, Ltd., 770 Sherbrooke Street West, Suite 1200 Montreal, Quebec, H3A 1G1, T: +514 282 2400 and 30 Adelaide Street East Suite 500, Toronto, Ontario M5C 3G6. T:
+647 775 5900. Dubai: State Street Bank and Trust Company (Representative Office), Boulevard Plaza 1, 17th Floor, Office 1703 Near Dubai Mall & Burj Khalifa, P.O Box 26838, Dubai, United Arab Emirates. T: +971 (0)4 4372800. F: +971 (0)4 4372818. France: State Street Global Advisors France. Authorised and regulated by the Autorité des Marchés Financiers. Registered with the Register of Commerce and Companies of Nanterre under the number: 412 052 680.
Registered Office: Immeuble Défense Plaza, 23-25 rue Delarivière-Lefoullon, 92064 Paris La Défense Cedex, France. T: +33 1 44 45 40 00. F: +33 1 44 45 41 92. Germany: State Street Global Advisors GmbH, Brienner Strasse 59, D-80333 Munich. T: +49 (0)89 55878 100. F: +49 (0)89 55878 440. Hong Kong: State Street Global Advisors Asia Limited, 68/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong. T: +852 2103 0288. F: +852 2103 0200. Ireland: State
B-8

Street Global Advisors Ireland Limited is regulated by the Central Bank of Ireland. Incorporated and registered in Ireland at Two Park Place, Upper Hatch Street, Dublin 2. Registered Number: 145221. Member of the Irish Association of Investment Managers. T: +353 (0)1 776 3000. F: +353 (0)1 776 3300. Italy: State Street Global Advisors Limited, Milan Branch (Sede Secondaria di Milano) is a branch of State Street Global Advisors Limited, a company registered in the UK, authorised and regulated by the Financial Conduct Authority (FCA ), with a capital of GBP 71'650'000.00, and whose registered office is at 20 Churchill Place, London E14 5HJ. State Street Global Advisors Limited, Milan Branch (Sede Secondaria di Milano), is registered in Italy with company
number 06353340968 - R.E.A. 1887090 and VAT number 06353340968 and whose office is at Via dei Bossi, 4 - 20121 Milano, Italy. T: 39 02 32066 100. F: 39 02 32066 155. Japan: State Street Global Advisors (Japan) Co., Ltd., 9-7-1 Akasaka, Minato-ku, Tokyo 107-6239. T: +813 4530 7380. Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345). Japan Investment Advisers Association, Investment Trusts Association Japan, Japan Securities Dealers Association. Netherlands: State Street Global Advisors Netherlands, Adam Smith Building, Thomas Malthusstraat 1-3, 1066 JR Amsterdam, Netherlands. T: +31 (0)20 7181701. State Street Global Advisors Netherlands is a branch office of State Street Global
Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Singapore: State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Registered Number: 200002719D). T: +65 6826 7500. F: +65 6826 7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. T: +41 (0)44 245 70 00. F: +41 (0)44 245 70 16. United Kingdom: State Street Global Advisors Limited. Authorised and regulated by the Financial Conduct Authority. Registered in England. Registered Number: 2509928. VAT Number: 5776591 81. Registered Office: 20 Churchill Place, Canary Wharf, London, E14 5HJ. T: +020 3395
6000. F: +020 3395 6350. United States: State Street Global Advisors, One Lincoln Street, Boston, MA 02111-2900. T: +617 786 3000.
Investing involves risk including the risk of loss of principal.
The whole or any part of this work may not be reproduced, copied or transmitted or any of its contents disclosed to third parties without State Street Global Advisors' express written consent.
© 2022 State Street Corporation.
All Rights Reserved.
ID1317003-3479888.5.1.GBL.RTL 1222
Exp. Date: 12/31/2023
B-9

 
 
 
November 2022
 
Managing Conflicts of Interest
Arising From State Street
Global Advisors' Proxy
Voting and Engagement
Activity
 
State Street Corporation has a comprehensive
standalone Conflicts of Interest Policy and other policies
that address a range of identified conflicts of interests.
In addition, State Street Global Advisors, the asset
management business of State Street Corporation,
maintains a conflicts register that identifies key conflicts
and describes systems in place to mitigate the conflicts.
This documenti is designed to act in conjunction with
related policies and practices employed by other groups
within the organization. Further, it complements those
policies and practices by providing information about
managing the conflicts of interests that may arise
through State Street Global Advisors' proxy voting and
engagement activities.
 
 

i
These Managing Conflicts of Interest Arising From State Street Global Advisors' Proxy Voting and Engagement Activity Guidelines are also applicable to SSGA Funds Management, Inc. SSGA Funds Management, Inc. is an SEC-registered investment adviser. SSGA Funds Management, Inc., State Street Global Advisors Trust Company, and other advisory affiliates of State Street make up State Street Global Advisors, the investment management arm of State Street Corporation.
B-10

 
 
 
 
Managing Conflicts of
Interest Related to Proxy
Voting and Engagement
State Street Global Advisors has implemented processes designed to prevent undue
influence on State Street Global Advisors' voting and engagement activities that may arise
from relationships between proxy issuers or companies and State Street Corporation,
State Street Global Advisors, State Street Global Advisors affiliates, State Street Global
Advisors Funds or State Street Global Advisors Fund affiliates.
 
State Street Global Advisors assigns sole responsibility for the implementation of proxy
voting guidelines to members of its Asset Stewardship Team, a team that is independent
from other functions within the organization, such as sales and marketing, investment, or
client facing teams. Proxy voting is undertaken in accordance with the Proxy Voting
Guidelines, which are reviewed and overseen by our internal governance body, State
Street Global Advisors' ESG Committee (the ESG Committee). Any changes to the
guidelines are communicated to Asset Stewardship employees in a timely manner to
ensure that they understand the potential impact to their proxy voting activities. In rare
circumstances where nuances within specific resolutions fall outside of the scope of
existing voting guidelines, requiring case-by-case analysis, such resolutions are escalated
to the head of Asset Stewardship and reported to the ESG Committee. Voting consistently
with guidelines helps mitigate potential conflicts of interest, as the guidelines are
determined without reference to any specific entities or relationships.
 
Members of the Asset Stewardship Team may from time to time discuss views on proxy
voting matters, company performance, strategy, etc. with other State Street Corporation or
State Street Global Advisors employees, including portfolio managers, senior executives,
and relationship managers. However, final voting decisions are made solely by the Asset
Stewardship Team, in accordance with the Proxy Voting Guidelines and in a manner
consistent with the best interest of its clients, taking into account various perspectives on
risks and opportunities with the goal of maximizing the value of client assets. Furthermore,
Asset Stewardship employees are prohibited from disclosing voting decisions prior to the
meetings. In addition, State Street Global Advisors generally exercises a singular vote
decision for each ballot item regardless of investment strategy.ii In certain cases, where a
material conflict of interest is identified, the matter may be referred to the ESG Committee,
for review.

ii
State Street Global Advisors believes such an approach is generally in our clients' best interest as our proxy voting principles are focused on enhancing long-term shareholder value and a unified voting approach maximizes our clients' voice and promotes firm-wide integration and sharing of insights between teams to the benefit of clients. In limited circumstances, certain pooled investment vehicles for which State Street Global Advisors acts as investment manager may, pursuant to their governing documents, utilize proxy voting guidelines developed by third-party advisors.
B-11

Other protocols designed to help mitigate potential conflicts of interest include:
 
 
 
Types of Potential Conflict
Stewardship Conflict of Interest Description
Typical Conflict Mitigation
Protocols That We Employ
Business Relationships
A conflict of interest may arise where, for example, we hold
investments in companies with which we, or our affiliates,
have material business relationships.
Assigning sole responsibility
for the implementation of
proxy voting guidelines to
members of Asset
Stewardship Team and
voting in accordance with
the Proxy Voting Guidelines
are our primary conflict
mitigation protocols.
Furthermore, the voting
rationale is recorded to
provide transparency.
 
 
Additional mitigation steps
may be implemented on a
case-by-case basis. This
may include, for example,
blackout periods for
communications with
issuers/clients.
Equity Investments
A conflict of interest may arise where client accounts
and/or State Street Global Advisors pooled funds, where
State Street Global Advisors acts as trustee, may hold
shares in State Street Corporation or other State Street
Global Advisors affiliated entities, such as mutual funds
affiliated with State Street Global Advisors Funds
Management, Inc.
Mitigants may include, for
example, outsourcing voting
decisions relating to a
shareholder meeting of
State Street Corporation or
other State Street Global
Advisors affiliated entities to
independent outside third
parties. In such cases,
delegated third parties
exercise vote decisions
based upon State Street
Global Advisors' Proxy
Voting and Engagement
Guidelines.
B-12

Outside Business Interest
A conflict of interest may arise where an Asset
Stewardship employee or a key employee in the firm has
an outside business interest (such as a director role in a
company we invest in, or in the same industry as we
invest).
State Street Global Advisors
maintains an Outside
Activities Policy and
employees must submit a
request requiring approval
before undertaking any
outside activities that are
captured by the Outside
Activities Policy. The request
will be reviewed by the
employee's manager and
the Conduct Risk
Management Office to
ensure compliance with
applicable policies and
procedures (such as the
Global Anti-Corruption
Policy and the Standard of
Conduct) and ensure
potential conflicts are
mitigated.
 
 
Additional mitigation steps
may be implemented on a
case-by-case basis. This
may include, for example,
retaining an independent
fiduciary to make a voting
decision where we believe
we may be conflicted from
voting due to an outside
business interest.
Other Personal Conflicts
A conflict of interest may arise where a family member or
other personal contact of an employee is employed by a
company in which we invest.
Mitigation steps may be
implemented for personal
conflicts on a case-by-case
basis. This may include, for
example, filing a Personal
Conflicts declaration with a
mitigation strategy to
document how the conflict
will be avoided. Such
strategies may include, for
example, a member of the
Asset Stewardship Team
with a conflict recusing
him/herself from voting and
participating in engagement
activities at the relevant
company, and implementing
blackout periods for
communications with
issuers/clients.
B-13

Securities Lending
We may lend securities that we hold in one of our portfolios
to another financial counterparty. This may create a conflict
of interest when deciding whether to recall those securities
to enable us to vote in a shareholder resolution, which may
impact the intended securities lending income.
Our approach to securities
lending, and any potential
conflicts that may be
created through our
securities lending activity, is
governed by the Proxy
Voting/Securities Lending
Recall Procedure, which is
owned by the Asset
Stewardship Team and
Proxy Operations Group.
The conflict mitigation
protocols include periodical
review of the procedure by
relevant stakeholders,
designating Asset
Stewardship Team to make
the final decision whether or
not to recall shares, and
escalation of any overrides
to the procedure.
 
 
 
 
About State Street Global
Advisors
For four decades, State Street Global Advisors has served the world's governments,
institutions and financial advisors. With a rigorous, risk-aware approach built on research,
analysis and market-tested experience, we build from a breadth of index and active
strategies to create cost-effective solutions. As stewards, we help portfolio companies see
that what is fair for people and sustainable for the planet can deliver long-term
performance. And, as pioneers in index, ETF, and ESG investing, we are always inventing
new ways to invest. As a result, we have become the world's fourth-largest asset manager*
with US $3.26 trillion† under our care.

*
Pensions & Investments Research Center, as of December 31, 2021.
This figure is presented as of September 30, 2022 and includes approximately $55.12 billion USD of assets with respect to SPDR products for which State Street Global Advisors Funds Distributors, LLC (SSGA FD) acts solely as the marketing agent. SSGA FD and State Street Global Advisors are affiliated. Please note all AUM is unaudited.


ssga.com
Marketing Communication
State Street Global Advisors Worldwide Entities
Abu Dhabi: State Street Global Advisors Limited, ADGM Branch, Al Khatem Tower, Suite 42801, Level 28, ADGM Square, Al Maryah Island, P.O Box 76404,
Abu Dhabi, United Arab Emirates. Regulated by the ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. Australia: State Street Global Advisors, Australia, Limited (ABN 42 003 914 225) is the holder of an Australian Financial Services License (AFSL Number 238276). Registered office: Level 14, 420 George Street, Sydney, NSW 2000,
Australia. T: +612 9240-7600. F: +612 9240-7611. Belgium: State Street Global Advisors Belgium, Chaussée de La Hulpe 185, 1170 Brussels, Belgium. T: +32 2 663 2036. State Street Global Advisors Belgium is a branch office of State Street Global Advisors Europe Limited, registered in Ireland with company number 49934, authorised and
regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogerson's Quay, Dublin 2. Canada: State Street Global Advisors, Ltd., 1981 McGill College Avenue, Suite 500, Montreal, Qc, H3A 3A8, T: +514 282 2400 and 30 Adelaide Street East Suite 800, Toronto, Ontario M5C 3G6. T: +647 775 5900. France: State Street Global
B-14

Advisors Europe Limited, France Branch (State Street Global Advisors France) is a branch of State Street Global Advisors Europe Limited, registered in Ireland with company number 49934, authorised and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogerson's Quay, Dublin 2. State Street Global Advisors France is registered in France with company number RCS Nanterre 899 183 289, and its office is located at Coeur Défense — Tour A — La Défense 4, 33e étage, 100, Esplanade du Général de Gaulle, 92 931 Paris La Défense Cedex, France. T: +33 1 44 45 40 00. F: +33 1 44 45 41 92. Germany: State Street Global Advisors Europe Limited, Branch in Germany, Brienner Strasse 59, D-80333 Munich, Germany (State Street Global Advisors Germany). T: +49 (0)89 55878 400. State Street Global Advisors Germany is a branch of State Street Global Advisors Europe Limited, registered in Ireland with company number 49934,
authorised and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogerson's Quay, Dublin 2. Hong Kong: State Street Global Advisors Asia Limited, 68/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong. T: +852 2103-0288. F: +852 2103-0200. Ireland: State Street Global Advisors Europe Limited is regulated by the Central Bank of Ireland. Registered office address 78 Sir John Rogerson's Quay, Dublin 2. Registered Number: 49934. T: +353 (0)1 776 3000. F: +353 (0)1 776 3300. Italy: State Street Global Advisors Europe Limited, Italy Branch (State Street Global Advisors Italy) is a branch of State Street Global Advisors Europe Limited, registered in Ireland with company number 49934, authorised and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogerson's Quay, Dublin 2. State Street Global Advisors Italy is registered in Italy with company number 11871450968 — REA: 2628603
and VAT number 11871450968, and its office is located at Via Ferrante Aporti, 10 -20125 Milan, Italy. T: +39 02 32066 100. F: +39 02 32066 155. Japan: State Street Global Advisors (Japan) Co., Ltd., Toranomon Hills Mori Tower 25F 1-23-1 Toranomon, Minato-ku, Tokyo 105-6325 Japan. T: +81-3-4530-7380. Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345), Membership: Japan Investment Advisers Association, The Investment Trust Association, Japan, Japan Securities Dealers' Association. Netherlands: State Street Global Advisors Netherlands, Apollo Building 7th floor, Herikerbergweg 29, 1101 CN Amsterdam, Netherlands. T: +31 20 7181 000. State Street Global Advisors Netherlands is a branch office of State Street Global Advisors Europe Limited, registered in Ireland with company number 49934, authorised and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogerson's Quay,
Dublin 2. Singapore: State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Reg. No: 200002719D, regulated by the Monetary Authority of Singapore). T: +65 6826-7555. F: +65 6826-7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Registered with the Register of Commerce Zurich CHE-105.078.458. T: +41 (0)44 245 70 00. F: +41 (0)44 245 70 16. United Kingdom: State Street Global Advisors Limited. Authorised and regulated by the Financial Conduct Authority. Registered in England. Registered No. 2509928. VAT No. 5776591 81. Registered office: 20 Churchill Place, Canary Wharf, London, E14 5HJ. T: 020 3395 6000. F: 020 3395 6350. United States: State Street Global Advisors, 1 Iron Street, Boston, MA 02210-1641. T: +1 617 786 3000.


Important Risk Information
Investing involves risk including the risk of loss of principal.
The whole or any part of this work may not be reproduced, copied or transmitted or any of its contents disclosed to third parties without SSGA's express written consent.
All information is from SSGA unless otherwise noted and has been obtained from sources
believed to be reliable, but its accuracy is not guaranteed. There is no representation or warranty as to the current accuracy, reliability or completeness of, nor liability for, decisions based on such information and it should not be relied on as such.
The information provided does not constitute investment advice and it should not be relied on as such. It should not be considered a solicitation to buy or an offer to
sell a security. It does not take into account any investor's particular investment objectives, strategies, tax status or investment horizon. You should consult your tax and financial advisor.
The information contained in this communication is not a research recommendation or ‘investment research' and is classified as a ‘Marketing Communication' in accordance with the Markets in Financial
Instruments Directive (2014/65/ EU) or applicable Swiss regulation. This means that this marketing communication
(a)
has not been prepared in accordance with legal requirements designed to promote the independence of investment research
(b)
is not subject to any prohibition on dealing
B-15

ahead of the dissemination of investment research.
This communication is directed at professional clients (this includes eligible counterparties as defined by the appropriate the EU regulator) who are deemed both knowledgeable and experienced in matters relating to investments. The products and services to which this communication relates
are only available to such persons and persons of any other description (including retail clients) should not rely on this communication.
The returns on a portfolio of securities which exclude companies that do not meet the portfolio's specified ESG criteria may trail the returns on a portfolio of securities which include such companies. A portfolio's ESG
criteria may result in the portfolio investing in industry sectors or securities which underperform the market as a whole.
© 2022 State Street Corporation.
All Rights Reserved.
ID1282151-3479898.3.1.GBL.RTL 1122 Exp. Date: 11/30/2023
B-16

 
 
 
March 2022
 
Global Proxy Voting and
Engagement Guidelines for
Environmental and Social
Issues
B-17

 
 
 
 
Overview
Our primary fiduciary obligation to our clients is to maximize the long-term returns of their
investments. It is our view that material environmental and social (sustainability) issues can
present risks and/or opportunities that impact long-term value creation. This philosophy
provides the foundation for our value-based approach to Asset Stewardship.
 
We use our voice and our vote through engagement, proxy voting, and thought leadership
in order to communicate with issuers and educate market participants about our
perspective on important sustainability topics.
 
Our stewardship efforts are rooted in the three pillars of ESG and their intersections. We
regularly identify E, S, and G focus areas that guide our proxy voting and engagement
efforts. Within these focus areas, we elevate outcome-oriented stewardship priorities each
year based on factors including client demand, stakeholder interest, market trends,
financial materiality, and portfolio impact.
 
In limited circumstances, State Street Global Advisors may act as investment manager to
pooled investment vehicles that, pursuant to their governing documents, utilize guidelines
developed by a third-party advisor. With respect to such funds utilizing third-party
guidelines, the voting practices described in the applicable third-party guidelines will apply
in place of the voting practices described herein.
 
 
Our Approach to
Assessing Materiality and
Relevance of Sustain-
ability Issues
While we believe that sustainability-related factors can expose potential investment risks
as well as drive long-term value creation, the materiality of specific sustainability issues
varies from industry to industry and company by company. With this in mind, we leverage
several distinct frameworks as well as additional resources to inform our views on the
materiality of a sustainability issue at a given company, including:
 
The Sustainability Accounting Standards Board's (SASB) Industry Standards
 
The Task Force on Climate-related Financial Disclosures (TCFD) Framework
 
Disclosure expectations in a company's given regulatory environment
 
Market expectations for the sector and industry
 
Other existing third party frameworks, such as the CDP (formally the Carbon
Disclosure Project) or the Global Reporting Initiative
 
Our proprietary R-FactorTM1 score
 
We expect companies to disclose information regarding their approach to identifying
material sustainability-related risks and the management policies and practices in place to
address such issues. We support efforts by companies to demonstrate the ways in which
sustainability is incorporated into operations, business activities, and most importantly,
long-term business strategy.

1
State Street Global Advisors' proprietary scoring model, which aligns with SASB's Sustainability Accounting Standards, and measures the performance of a company's business operations and governance as it relates to financially material ESG factors facing the company's industry.
B-18

 
 
Our Approach to Sustain-
ability Through
Engagements
Our Asset Stewardship program prioritization process allows us to proactively identify
companies for engagement and voting in order to mitigate sustainability risks in our
portfolio. Our approach is driven by:
 
1.Proprietary Screens
 
We have developed proprietary in-house sustainability screens to help identify companies
for proactive engagement. These screens leverage our proprietary R-FactorTM score to
identify sector and industry outliers for engagement and voting on sustainability issues.
 
2.Thematic Prioritization
 
As part of our annual stewardship planning process we identify thematic sustainability
priorities that will be addressed during most engagement meetings. We develop our
priorities based upon several factors, including client feedback, emerging sustainability
trends, developing macroeconomic conditions, and evolving regulations. These
engagements not only inform our voting decisions but also allow us to monitor
improvement over time and to contribute to our evolving perspectives on priority areas.
 
During the ‘voting season,' we prioritize conversations with companies that have triggered
our E&S director voting policies or have received an E&S shareholder proposal on their
proxy. In the ‘off-season,' we discuss our thematic focus areas and stewardship priorities
with companies for which these topics are most material.
 
Through engagement, we address a broad range of topics that align with our thematic
priorities and seek to build long-term relationships with issuers. We view engagements as
part of an ongoing dialogue, versus a series of one-off conversations. During
conversations with issuers, we share expectations and perspectives on of key dimensions
of E&S, and seek to understand how companies and their boards manage and oversee
related risks.
 
We also pursue proactive, targeted engagement campaigns with companies for which our
focus areas are most material, and/or where improvement is most needed. Through these
campaigns, we might make specific asks of companies and measure their progress
against our expectations. If we feel a company is making insufficient progress on effective
E&S risk management, we will consider taking voting action through relevant shareholder
proposals or by targeting directors responsible for oversight.
 
 
Analyzing Sustainability
Proposals
We take a case-by-case approach to analyzing shareholder proposals related to sustain-
ability topics and consider the following factors:
 
The materiality of the sustainability topic in the proposal to the company's business
and sector (see Our Approach to Assessing Materiality and Relevance of Sustain-
ability Issues above)
 
The content and intent of the proposal
 
Whether the adoption of such a proposal would promote long-term shareholder value
in the context of the company's disclosure and practices
 
The strength of board oversight of the company's relevant sustainability practices
 
Quality of public disclosures on the topic
B-19

 
Quality of engagement and responsiveness to our feedback
 
Binding nature of proposal or prescriptiveness of proposal
 
We also leverage frameworks to analyze certain E&S shareholder proposals. These
frameworks, which are not considered formal voting guidelines, can be found on our
website.
 
 
Vote Options for Sustain-
ability Proposals
For (support for proposal) if the issue is material and the company has poor disclosure
and/or practices relative to our expectations
 
Abstain (some reservations) if the issue is material and the company's disclosure
and/or practices could be improved relative to our expectations.
 
Against (no support for proposal) if the issue is non-material and/or the company's
disclosure and/or practices meet our expectations.
 
 
About State Street Global
Advisors
For four decades, State Street Global Advisors has served the world's governments,
institutions and financial advisors. With a rigorous, risk-aware approach built on research,
analysis and market-tested experience, we build from a breadth of active and index
strategies to create cost-effective solutions. As stewards, we help portfolio companies see
that what is fair for people and sustainable for the planet can deliver long-term
performance. And, as pioneers in index, ETF, and ESG investing, we are always inventing
new ways to invest. As a result, we have become the world's fourth-largest asset manager*
with US $4.14 trillion† under our care.

*
Pensions & Investments Research Center, as of December 31, 2020.
This figure is presented as of December 31, 2021 and includes approximately $61.43 billion of assets with respect to SPDR products for which State Street Global Advisors Funds Distributors, LLC (SSGA FD) acts solely as the marketing agent. SSGA FD and State Street Global Advisors are affiliated.


ssga.com
State Street Global Advisors Worldwide Entities
Abu Dhabi: State Street Global Advisors Limited, ADGM Branch, Al Khatem Tower, Suite 42801, Level 28, ADGM Square, Al Maryah Island, P.O Box 76404, Abu Dhabi, United Arab Emirates. Regulated by the ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. Australia: State Street Global Advisors, Australia, Limited (ABN 42 003 914 225) is the holder of an Australian Financial Services License (AFSL Number 238276). Registered office: Level 14, 420 George Street, Sydney, NSW 2000, Australia. T: +612 9240-
7600. F: +612 9240-7611. Belgium: State Street Global Advisors Belgium, Chaussée de La Hulpe 185, 1170 Brussels, Belgium. T: +32 2 663 2036. State Street Global Advisors Belgium is a branch office of State Street Global Advisors Europe Limited, registered in Ireland with company number 49934, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogerson's Quay, Dublin 2. Canada: State Street Global Advisors, Ltd., 1981 McGill College Avenue, Suite 500, Montreal, Qc, H3A 3A8, T: +514 282 2400 and 30 Adelaide Street East Suite 800, Toronto, Ontario M5C 3G6. T: +647 775 5900. France: State Street Global
Advisors Europe Limited, France Branch (State Street Global Advisors France) is a branch of State Street Global Advisors Europe Limited, registered in Ireland with company number 49934, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogerson's Quay, Dublin 2. State Street Global Advisors France is registered in France with company number RCS Nanterre 899 183 289, and its office is located at Coeur Défense — Tour A — La Défense 4, 33e étage, 100, Esplanade du Général de Gaulle, 92 932 Paris La Défense Cedex, France. T: +33 1 44 45 40 00. F: +33 1 44 45 41 92. Germany: State Street Global
Advisors Europe Limited, Branch in Germany, Brienner Strasse 59, D-80333 Munich, Germany (State Street Global Advisors Germany). T: +49 (0)89 55878 400. State Street Global Advisors Germany is a branch of State Street Global Advisors Europe Limited, registered in Ireland with company number 49934, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogerson's Quay, Dublin 2. Hong Kong: State Street Global Advisors Asia Limited, 68/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong. T: +852 2103-0288. F: +852 2103-0200. Ireland: State Street Global Advisors Europe
B-20

Limited is regulated by the Central Bank of Ireland. Registered office address 78 Sir John Rogerson's Quay, Dublin 2. Registered Number: 49934. T: +353 (0)1 776 3000. F: +353 (0)1 776 3300. Italy: State Street Global Advisors Europe Limited, Italy Branch (State Street Global Advisors Italy) is a branch of State Street Global Advisors Europe Limited, registered in Ireland with company number 49934, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogerson's Quay, Dublin 2. State Street Global Advisors Italy is registered in Italy with company number 11871450968 — REA: 2628603 and VAT number 11871450968, and its office is located at Via Ferrante Aporti, 10 - 20125 Milan,
Italy. T: +39 02 32066 100. F: +39 02 32066 155. Japan: State Street Global Advisors (Japan) Co., Ltd., Toranomon Hills Mori Tower 25F 1-23-1 Toranomon, Minato-ku, Tokyo 105-6325 Japan. T: +81-3-4530-7380. Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345), Membership: Japan Investment Advisers Association, The Investment Trust Association, Japan, Japan Securities Dealers' Association. Netherlands: State Street Global Advisors Netherlands, Apollo Building 7th floor, Herikerbergweg 29, 1101 CN Amsterdam, Netherlands. T: +31 20 7181 000. State Street Global Advisors Netherlands is a branch office of State Street Global Advisors Europe Limited, registered in
Ireland with company number 49934, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogerson's Quay, Dublin 2. Singapore: State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Reg. No: 200002719D, regulated by the Monetary Authority of Singapore). T: +65 6826-7555. F: +65 6826-7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Registered with the Register of Commerce Zurich CHE-105.078.458. T: +41 (0)44 245 70 00. F: +41 (0)44 245 70 16. United Kingdom: State Street Global Advisors Limited. Authorized and regulated by the Financial Conduct Authority.
Registered in England. Registered No. 2509928. VAT No. 5776591 81. Registered office: 20 Churchill Place, Canary Wharf, London, E14 5HJ. T: 020 3395 6000. F: 020 3395 6350. United States: State Street Global Advisors, 1 Iron Street, Boston, MA 02210-1641. T: +1 617 786 3000.
The whole or any part of this work may not be reproduced, copied or transmitted or any of its contents disclosed to third parties without State Street Global Advisors' express written consent.
© 2022 State Street Corporation.
All Rights Reserved.
ID949700-3479887.3.1.GBL.RTL 0322
Exp. Date: 03/31/2023
B-21

 
 
 
March 2022
 
Australia and New Zealand
 
Proxy Voting and
Engagement Guidelines
 
State Street Global Advisors' Australia and New Zealand
Proxy Voting and Engagement Guidelinesi outline our
expectations of companies listed on stock exchanges in
Australia and New Zealand. These Guidelines
complement and should be read in conjunction with
State Street Global Advisors' Global Proxy Voting and
Engagement Principles, which provide a detailed
explanation of our approach to voting and engaging with
companies, and State Street Global Advisors' Conflict
Mitigation Guidelines.
 
 

i
These Proxy Voting and Engagement Guidelines are also applicable to SSGA Funds Management, Inc. SSGA Funds Management, Inc. is an SEC-registered investment adviser. SSGA Funds Management, Inc., State Street Global Advisors Trust Company, and other advisory affiliates of State Street make up State Street Global Advisors, the investment management arm of State Street Corporation.
B-22

 
 
 
 
 
State Street Global Advisors' Australia and New Zealand Proxy Voting and Engagement
Guidelines address areas including board structure, audit related issues, capital structure,
remuneration, environmental, social, and other governance related issues.
 
When voting and engaging with companies in global markets, we consider market specific
nuances in the manner that we believe will best protect and promote the long-term
economic value of client investments. We expect companies to observe the relevant laws
and regulations of their respective markets as well as country specific best practice
guidelines, and corporate governance codes. We may hold companies in such markets to
our global standards when we feel that a country's regulatory requirements do not address
some of the key philosophical principles that we believe are fundamental to our global
voting guidelines.
 
In our analysis and research into corporate governance issues in Australia and New
Zealand, we expect all companies at a minimum to comply with the ASX Corporate
Governance Principles and proactively monitor companies' adherence to the principles.
Consistent with the ‘comply or explain' expectations established by the Principles, we
encourage companies to proactively disclose their level of compliance with the Principles.
In instances of non-compliance when companies cannot explain the nuances of their
governance structure effectively, either publicly or through engagement, we may vote
against the independent board leader.
 
 
State Street Global
Advisors' Proxy Voting
and Engagement
Philosophy
In our view, corporate governance and sustainability issues are an integral part of the
investment process. The Asset Stewardship Team consists of investment professionals
with expertise in corporate governance and company law, remuneration, accounting, and
environmental and social issues. We have established robust corporate governance
principles and practices that are backed with extensive analytical expertise in order to
understand the complexities of the corporate governance landscape. We engage with
companies to provide insight on the principles and practices that drive our voting decisions.
We also conduct proactive engagement to address significant shareholder concerns and
environmental, social and governance (ESG) issues in a manner consistent with
maximizing shareholder value.
 
The team works alongside members of State Street Global Advisors' Active Fundamental
and Asia-Pacific (APAC) investment teams, collaborating on issuer engagement and
providing input on company specific fundamentals. We are also a member of various
investor associations that seek to address broader corporate governance related policy
issues in the region.
 
State Street Global Advisors is a signatory to the United Nations Principles of Responsible
Investment (UNPRI). We are committed to sustainable investing and are working to
further integrate ESG principles into investment and corporate governance practices where
applicable and consistent with our fiduciary duty.
B-23

 
 
Directors and Boards
Principally we believe the primary responsibility of the board of directors is to preserve and
enhance shareholder value and protect shareholder interests. In order to carry out their
primary responsibilities, directors have to undertake activities that range from setting
strategy and overseeing executive management to monitoring the risks that arise from a
company's business, including risks related to sustainability issues. Further, good
corporate governance necessitates the existence of effective internal controls and risk
management systems, which should be governed by the board.
 
State Street Global Advisors believes that a well constituted board of directors with a good
balance of skills, expertise, and independence provides the foundations for a well
governed company. We view board quality as a measure of director independence, director
succession planning, board diversity, evaluations and refreshment, and company
governance practices. We vote for the (re-)election of directors on a case-by-case basis
after considering various factors including board quality, general market practice, and
availability of information on director skills and expertise.
In our analysis of boards, we consider whether board members have adequate skills to
provide effective oversight of corporate strategy, operations, and risks, including
environmental and social issues. Boards should also have a regular evaluation process in
place to assess the effectiveness of the board and the skills of board members to address
issues, such as emerging risks, changes to corporate strategy, and diversification of
operations and geographic footprint.
We may also consider board performance and directors who appear to be remiss in the
performance of their oversight responsibilities when analyzing their suitability for
reappointment (e.g. fraud, criminal wrongdoing and breach of fiduciary responsibilities).
 
Board Independence
 
In principle, we believe independent directors are crucial to corporate governance and help
management establish sound ESG policies and practices. A sufficiently independent board
will most effectively monitor management and perform oversight functions necessary to
protect shareholder interests. We expect boards of ASX 300 and New Zealand listed
companies to be comprised of at least a majority of independent directors. At all other
Australian listed companies, we expect boards to be comprised of at least one-third
independent directors.
 
Our broad criteria for director independence in Australia and New Zealand include factors
such as:
 
Participation in related-party transactions and other business relations with the
company
 
Employment history with company
 
Relations with controlling shareholders
 
Family ties with any of the company's advisers, directors, or senior employees
B-24

 
While we are generally supportive of having the roles of chairman and CEO separated in
the Australian and New Zealand markets, we assess the division of responsibilities
between chairman and CEO on a case-by-case basis, giving consideration to factors such
as company-specific circumstances, overall level of independence on the board and
general corporate governance standards in the company. Similarly, we will monitor for
circumstances in which a combined chairman/CEO is appointed or where a former CEO
becomes chairman.
 
Director Time Commitments
 
When voting on the election or re-election of a director, we also consider the number of
outside board directorships that a non-executive and an executive may undertake. Thus,
State Street Global Advisors may take voting action against a director who exceeds the
number of board mandates listed below:
 
Named Executive Officers (NEOs) of a public company who sit on more than two
public company boards
 
Non-executive board chairs or lead independent directors who sit on more than three
public company boards
 
Director nominees who sit on more than four public company boards
 
For non-executive board chairs/lead independent directors and director nominees who hold
excessive commitments, as defined above, we may consider waiving our policy and vote in
support of a director if a company discloses its director commitment policy in a publicly
available manner (e.g., corporate governance guidelines, proxy statement, company
website). This policy or associated disclosure must include:
 
A numerical limit on public company board seats a director can serve on
 
This limit cannot exceed our policy by more than one seat
 
Consideration of public company board leadership positions (e.g., Committee Chair)
 
Affirmation that all directors are currently compliant with the company policy
 
Description of an annual policy review process undertaken by the Nominating
Committee to evaluate outside director time commitments
 
If a director is imminently leaving a board and this departure is disclosed in a written,
time-bound and publicly-available manner, we may consider waiving our withhold vote
when evaluating the director for excessive time commitments.
 
Service on a mutual fund board, the board of a UK investment trust or a Special Purpose
Acquisition Company (SPAC) board is not considered when evaluating directors for
excessive commitments. However, we do expect these roles to be considered by
nominating committees when evaluating director time commitments.
 
Director Attendance at Board Meetings
 
We also consider attendance at board meetings and may withhold votes from directors
who attend less than 75 percent of board meetings without appropriate explanation or
providing reason for their failure to meet the attendance threshold. In addition, we monitor
other factors that may influence the independence of a non-executive director, such as
performance-related pay, cross-directorships, significant shareholdings, and tenure. We
support the annual election of directors and encourage Australian and New Zealand
companies to adopt this practice.
B-25

 
Board Committees
 
We believe companies should have committees for audit, remuneration, and nomination
oversight. The audit committee is responsible for monitoring the integrity of the financial
statements of the company, appointing external auditors, monitoring their qualifications
and independence, and their effectiveness and resource levels. ASX Corporate
Governance Principles requires listed companies to have an audit committee of at least
three members all of whom are non-executive directors and a majority of whom are
independent directors. It also requires that the committee be chaired by an independent
director who is not the chair of the board. We hold Australian and New Zealand companies
to our global standards for developed financial markets by requiring that all members of
the audit committee be independent directors.
 
The nomination committee is responsible for evaluating and reviewing the balance of
skills, knowledge, and experience of the board. It also ensures that adequate succession
plans are in place for directors and the CEO. We may vote against the re-election of
members of the nomination committee if the board has failed to address concerns over
board structure or succession.
 
Board Gender Diversity
 
We expect boards of all listed companies to have at least one female board member. If a
company fails to meet this expectation, State Street Global Advisors may vote against the
Chair of the board's nominating committee or the board leader in the absence of a
nominating committee, if necessary. Additionally, if a company fails to meet this
expectation for three consecutive years, State Street Global Advisors may vote against all
incumbent members of the nominating committee.
 
Board Responsiveness to High Dissent against Pay
 
Proposals
 
Executive pay is another important aspect of corporate governance. We believe that
executive pay should be determined by the board of directors. We expect companies to
have in place remuneration committees to provide independent oversight over executive
pay. ASX Corporate Governance Principles require listed companies to have a
remuneration committee of at least three members all of whom are non-executive
directors and a majority of whom are independent directors. Since Australia has a
non-binding vote on pay with a two-strike rule requiring a board spill vote in the event of a
second strike, we believe that the vote provides investors a mechanism to address
concerns they may have on the quality of oversight provided by the board on remuneration
issues. Accordingly, our voting guidelines accommodate local market practice.
 
Poorly structured executive compensation plans pose increasing reputational risk to
companies. Ongoing high level of dissent against a company's compensation proposals
may indicate that the company is not receptive to investor concerns. If the level of dissent
against a company's remuneration report and/or remuneration policy is consistently high,
and we have determined that a vote against a pay-related proposal is warranted in the
third consecutive year, we will vote against the Chair of the remuneration committee.
B-26

 
Incorporating R-Factor™ into Director Votes
 
R-Factor™ is a scoring system created by State Street Global Advisors that measures the
performance of a company's business operations and governance as it relates to
financially material ESG factors facing the company's industry. R-Factor™ encourages
companies to manage and disclose material, industry-specific ESG risks and
opportunities, thereby reducing investment risk across our own portfolio and the broader
market. State Street Global Advisors may take voting action against the independent board
leader at companies on the ASX 100 that are R-Factor™ laggards1 and momentum
underperformers2 and cannot articulate how they plan to improve their score.
 
Climate-related Disclosure
 
We believe climate change poses a systemic risk to all companies in our portfolio.
 
State Street Global Advisors has publicly supported the global regulatory efforts to
establish a mandatory baseline of climate risk disclosures for all companies. Until these
consistent disclosure standards are established, we find that the recommendations of the
Taskforce on Climate-related Financial Disclosures (TCFD) provide the most effective
framework by which companies can develop strategies to plan for climate-related risks and
make their businesses more resilient to the impacts of climate change.
 
As such, we may vote against the independent board leader at companies in the ASX 100
that fail to provide sufficient disclosure in accordance with the TCFD framework, including:
 
Board oversight of climate-related risks and opportunities
 
Total Scope 1 and Scope 2 greenhouse gas emissions
 
Targets for reducing greenhouse gas emissions
 
Indemnification and Limitations on Liability
 
Generally, State Street Global Advisors supports proposals to limit directors' liability and/or
expand indemnification and liability protection up to the limit provided by law, if he or she
has not acted in bad faith, gross negligence, or reckless disregard of the duties involved in
the conduct of his or her office.
 
 
Audit-Related Issues
Companies should have robust internal audit and internal control systems designed for
effective management of any potential and emerging risks to company operations and
strategy. The responsibility of setting out an internal audit function lies with the audit
committee, which should have independent non-executive directors designated as
members.

1
Bottom 10 percent of scores relative to industry peers.
2
Have consistently underperformed their peers over the last two years; bottom 30 percent of scores relative to industry peers.
B-27

 
Appointment of External Auditors
 
State Street Global Advisors believes that a company's auditor is an essential feature of
an effective and transparent system of external supervision. Shareholders should be given
the opportunity to vote on their appointment or to re-appoint at the annual meeting. When
appointing external auditors and approving audit fees, we will take into consideration the
level of detail in company disclosures. We will generally not support resolutions if
adequate breakdown is not provided and if non-audit fees are more than 50 percent of
audit fees. In addition, we may vote against members of the audit committee if we have
concerns with audit-related issues or if the level of non-audit fees to audit fees is
significant. In certain circumstances, we may consider auditor tenure when evaluating the
audit process.
 
Approval of Financial Statements
 
The disclosure and availability of reliable financial statements in a timely manner is
imperative for the investment process. We expect external auditors to provide assurance of
a company's financial condition. Hence, we will vote against the approval of financial
statements if i) they have not been disclosed or audited; ii) the auditor opinion is qualified/
adverse, or the auditor has issued a disclaimer of opinion; or iii) the auditor opinion is not
disclosed.
 
 
Shareholder Rights and
Capital-Related Issues
Share Issuances
 
The ability to raise capital is critical for companies to carry out strategy, to grow, and to
achieve returns above their cost of capital. The approval of capital raising activities is
fundamental to shareholders' ability to monitor the returns and to ensure capital is
deployed efficiently. State Street Global Advisors supports capital increases that have
sound business reasons and are not excessive relative to a company's existing capital
base.
 
Pre-emption rights are a fundamental right for shareholders to protect their investment in a
company. Where companies seek to issue new shares without pre-emption rights, we may
vote against if such authorities are greater than 20 percent of the issued share capital. We
may also vote against resolutions seeking authority to issue capital with pre-emption rights
if the aggregate amount allowed seems excessive and is not justified by the board.
Generally, we are against capital issuance proposals greater than 100 percent of the
issued share capital when the proceeds are not intended for specific purpose.
 
Share Repurchase Programs
 
We generally support proposals to repurchase shares, unless the issuer does not clearly
state the business purpose for the program, a definitive number of shares to be
repurchased, and the timeframe for the repurchase. We may vote against share
repurchase requests that allow share repurchases during a takeover period.
 
Dividends
 
We generally support dividend payouts that constitute 30 percent or more of net income.
We may vote against the dividend payouts if the dividend payout ratio has been
consistently below 30 percent without adequate explanation. We may also vote against if
the payout is excessive given the company's financial position. Particular attention will be
warranted when the payment may damage the company's long-term financial health.
B-28

 
Mergers and Acquisitions
 
Mergers or reorganization of the company structure often involve proposals relating to
reincorporation, restructurings, liquidations, and other major changes to the corporation.
Proposals that are in the best interests of shareholders, demonstrated by enhancing share
value or improving the effectiveness of the company's operations, will be supported. In
general, provisions that are not viewed as financially sound or are thought to be destructive
to shareholders' rights are not supported. We will generally support transactions that
maximize shareholder value. Some of the considerations include:
 
Offer premium
 
Strategic rationale
 
Board oversight of the process for the recommended transaction, including, director
and/ or management conflicts of interest
 
Offers made at a premium and where there are no other higher bidders
 
Offers in which the secondary market price is substantially lower than the net asset
value
 
We may vote against a transaction considering the following:
 
Offers with potentially damaging consequences for minority shareholders because of
illiquid stock
 
Offers where we believe there is a reasonable prospect for an enhanced bid or other
bidders
 
The current market price of the security exceeds the bid price at the time of voting
 
Anti-Takeover Measures
 
We oppose anti-takeover defenses, such as authorities for the board to issue warrants
convertible into shares to existing shareholders during a hostile takeover.
 
 
Remuneration
Executive Pay
 
There is a simple underlying philosophy that guides State Street Global Advisors' analysis
of executive pay; there should be a direct relationship between remuneration and company
performance over the long term. Shareholders should have the opportunity to assess
whether pay structures and levels are aligned with business performance. When assessing
remuneration reports, we consider various factors, such as adequate disclosure of
different remuneration elements, absolute and relative pay levels, peer selection and
benchmarking, the mix of long-term and short-term incentives, alignment of pay structures
with shareholder interests as well as with corporate strategy and performance. SSGA may
oppose remuneration reports in which there seems to be a misalignment between pay and
shareholders' interests and where incentive policies and schemes have a re-test option or
feature. We may also vote against the re-election of members of the remuneration
committee if we have serious concerns about remuneration practices and if the company
has not been responsive to shareholder pressure to review its approach.
B-29

 
Equity Incentive Plans
 
We may not support proposals on equity-based incentive plans where insufficient
information is provided on matters, such as grant limits, performance metrics,
performance, and vesting periods and overall dilution. Generally, we do not support options
under such plans being issued at a discount to market price nor plans that allow for
re-testing of performance metrics.
 
Non-Executive Director Pay
 
Authorities that seek shareholder approval for non-executive directors' fees generally are
not controversial. We generally support resolutions regarding directors' fees unless
disclosure is poor and we are unable to determine whether the fees are excessive relative
to fees paid by other comparable companies. We will evaluate any non-cash or
performance-related pay to non-executive directors on a company-by-company basis.
 
 
Risk Management
State Street Global Advisors believes that risk management is a key function of the board,
which is responsible for setting the overall risk appetite of a company and for providing
oversight on the risk management process established by senior executives at a company.
We allow boards to have discretion over the ways in which they provide oversight in this
area. However, we expect companies to disclose ways in which the board provides
oversight on its risk management system and to identify key risks facing the company.
Boards should also review existing and emerging risks that evolve in tandem with the
political and economic landscape or as companies diversify or expand their operations into
new areas.
 
Environmental and Social Issues
 
As a fiduciary, State Street Global Advisors takes a comprehensive approach to engaging
with our portfolio companies about material environmental and social (sustainability)
issues. We use our voice and our vote through engagement, proxy voting, and thought
leadership in order to communicate with issuers and educate market participants about
our perspective on important sustainability topics. Our Asset Stewardship program
prioritization process allows us to proactively identify companies for engagement and
voting in order to mitigate sustainability risks in our portfolio. Through engagement, we
address a broad range of topics that align with our stewardship priorities and build
long-term relationships with issuers. When voting, we fundamentally consider whether the
adoption of a shareholder proposal addressing a material sustainability issue would
promote long-term shareholder value in the context of the company's existing practices
and disclosures as well as existing market practice.
 
For more information on our approach to environmental and social issues, please see our
Global Proxy Voting and Engagement Guidelines for Environmental and Social Issues and
our Frameworks for Voting Environmental and Social Shareholder Proposals available at
ssga.com/about-us/asset-stewardship.html.
 
 
More Information
Any client who wishes to receive information on how its proxies were voted should contact
its State Street Global Advisors relationship manager.
B-30

 
 
About State Street Global
Advisors
For four decades, State Street Global Advisors has served the world's governments,
institutions and financial advisors. With a rigorous, risk-aware approach built on research,
analysis and market-tested experience, we build from a breadth of active and index
strategies to create cost-effective solutions. As stewards, we help portfolio companies see
that what is fair for people and sustainable for the planet can deliver long-term
performance. And, as pioneers in index, ETF, and ESG investing, we are always inventing
new ways to invest. As a result, we have become the world's fourth-largest asset manager*
with US $4.14 trillion† under our care.

*
Pensions & Investments Research Center, as of December 31, 2020.
This figure is presented as of December 31, 2021 and includes approximately $61.43 billion of assets with respect to SPDR products for which State Street Global Advisors Funds Distributors, LLC (SSGA FD) acts solely as the marketing agent. SSGA FD and State Street Global Advisors are affiliated.


ssga.com
State Street Global Advisors Worldwide Entities
Australia: State Street Global Advisors, Australia, Limited (ABN 42 003 914 225) is the holder of an Australian Financial Services Licence (AFSL Number 238276). Registered Office: Level 17, 420 George Street, Sydney, NSW 2000, Australia. T: +612 9240 7600. F: +612 9240 7611. Belgium: State Street Global Advisors Belgium, Chausse de La Hulpe 120, 1000 Brussels, Belgium. T: +32 2 663 2036, F: +32 2 672 2077. SSGA Belgium is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Canada: State Street Global Advisors, Ltd., 770 Sherbrooke Street West, Suite 1200 Montreal, Quebec, H3A 1G1, T: +514 282 2400 and 30 Adelaide Street East Suite 500, Toronto, Ontario M5C 3G6. T: +647 775 5900. Dubai: State Street Bank and Trust Company (Representative Office), Boulevard
Plaza 1, 17th Floor, Office 1703 Near Dubai Mall & Burj Khalifa, P.O Box 26838, Dubai, United Arab Emirates. T: +971 (0)4 4372800. F: +971 (0)4 4372818. France: State Street Global Advisors France. Authorised and regulated by the Autorité des Marchés Financiers. Registered with the Register of Commerce and Companies of Nanterre under the number: 412 052 680. Registered Office: Immeuble Défense Plaza, 23-25 rue Delarivière-Lefoullon, 92064 Paris La Défense Cedex, France. T: +33 1 44 45 40 00. F: +33 1 44 45 41 92. Germany: State Street Global Advisors GmbH, Brienner Strasse 59, D-80333 Munich. T: +49 (0)89 55878 100. F: +49 (0)89 55878 440. Hong Kong: State Street Global Advisors Asia Limited, 68/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong. T: +852 2103 0288. F: +852 2103 0200. Ireland: State Street Global Advisors Ireland Limited is regulated by the Central Bank of Ireland. Incorporated and registered in Ireland at Two Park Place, Upper Hatch Street, Dublin 2. Registered Number: 145221.
Member of the Irish Association of Investment Managers. T: +353 (0)1 776 3000. F: +353 (0)1 776 3300. Italy: State Street Global Advisors Limited, Milan Branch (Sede Secondaria di Milano) is a branch of State Street Global Advisors Limited, a company registered in the UK, authorised and regulated by the Financial Conduct Authority (FCA ), with a capital of GBP 71'650'000.00, and whose registered office is at 20 Churchill Place, London E14 5HJ. State Street Global Advisors Limited, Milan Branch (Sede Secondaria di Milano), is registered in Italy with company number 06353340968 - R.E.A. 1887090 and VAT number 06353340968 and whose office is at Via dei Bossi, 4 -20121 Milano, Italy. T: 39 02 32066 100. F: 39 02 32066 155. Japan: State Street Global Advisors (Japan) Co., Ltd., 9-7-1 Akasaka, Minato-ku, Tokyo 107-6239. T: +813 4530 7380. Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345). Japan Investment Advisers Association, Investment Trusts Association Japan, Japan Securities Dealers
Association. Netherlands: State Street Global Advisors Netherlands, Adam Smith Building, Thomas Malthusstraat 1-3, 1066 JR Amsterdam, Netherlands. T: +31 (0)20 7181701. State Street Global Advisors Netherlands is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Singapore: State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Registered Number: 200002719D). T: +65 6826 7500. F: +65 6826 7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. T: +41 (0)44 245 70 00. F: +41 (0)44 245 70 16. United Kingdom: State Street Global Advisors Limited. Authorised and regulated by the Financial Conduct Authority. Registered in England. Registered Number: 2509928. VAT Number: 5776591 81. Registered Office: 20 Churchill Place, Canary Wharf, London, E14 5HJ. T: +020 3395
B-31

6000. F: +020 3395 6350. United States: State Street Global Advisors, One Lincoln Street, Boston, MA 02111-2900. T: +617 786 3000.
The whole or any part of this work may not be reproduced, copied or transmitted or any of its contents disclosed to third parties without State Street Global Advisors' express written consent.
© 2022 State Street Corporation.
All Rights Reserved.
ID949706-3479907.2.1.GBL.RTL 0322
Exp. Date: 03/31/2023
B-32

 
 
 
March 2022
 
Europe
 
Proxy Voting and
Engagement Guidelines
 
State Street Global Advisors' European Proxy Voting
and Engagement Guidelinesi cover different corporate
governance frameworks and practices in European
markets, excluding the United Kingdom and Ireland.
These guidelines complement and should be read in
conjunction with State Street Global Advisors' Global
Proxy Voting and Engagement Principles, which provide
a detailed explanation of our approach to voting and
engaging with companies, and State Street Global
Advisors' Conflict Mitigation Guidelines.
 
 

i
These Proxy Voting and Engagement Guidelines are also applicable to SSGA Funds Management, Inc. SSGA Funds Management, Inc. is an SEC-registered investment adviser. SSGA Funds Management, Inc., State Street Global Advisors Trust Company, and other advisory affiliates of State Street make up State Street Global Advisors, the investment management arm of State Street Corporation.
B-33

 
 
 
 
 
State Street Global Advisors' Proxy Voting and Engagement Guidelines in European
markets address areas such as board structure, audit-related issues, capital structure,
remuneration, as well as environmental, social and other governance-related issues.
 
When voting and engaging with companies in European markets, we consider
market-specific nuances in the manner that we believe will most likely protect and promote
the long-term financial value of client investments. We expect companies to observe the
relevant laws and regulations of their respective markets, as well as country-specific best
practice guidelines and corporate governance codes. We may hold companies in some
markets to our global standards when we feel that a country's regulatory requirements do
not address some of the key philosophical principles that we believe are fundamental to
our global voting guidelines.
 
In our analysis and research into corporate governance issues in European companies, we
also consider guidance issued by the European Commission and country-specific
governance codes. We proactively monitor companies' adherence to applicable guidance
and requirements. Consistent with the diverse comply-or-explain expectations
established by guidance and codes, we encourage companies to proactively disclose their
level of compliance with applicable provisions and requirements. In cases of
non-compliance, when companies cannot explain the nuances of their governance
structures effectively, either publicly or through engagement, we may vote against the
independent board leader.
 
 
State Street Global
Advisors' Proxy Voting
and Engagement
Philosophy
Corporate governance and sustainability issues are an integral part of the investment
process. The Asset Stewardship Team consists of investment professionals with expertise
in corporate governance and company law, remuneration, accounting, and environmental
and social issues. We have established robust corporate governance principles and
practices that are backed with extensive analytical expertise in order to understand the
complexities of the corporate governance landscape. We engage with companies to
provide insight on the principles and practices that drive our voting decisions. We also
conduct proactive engagements to address significant shareholder concerns and
environmental, social, and governance (ESG) issues in a manner consistent with
maximizing shareholder value.
 
The team works alongside members of State Street Global Advisors' Active Fundamental
and Europe, Middle East and Africa (EMEA) investment teams, collaborating on issuer
engagements and providing input on company-specific fundamentals.
 
State Street Global Advisors is a signatory to the United Nations Principles for
Responsible Investment (UNPRI). We are committed to sustainable investing, and are
working to further integrate ESG principles into investment and corporate governance
practices where applicable and consistent with our fiduciary duty.
B-34

 
 
Directors and Boards
Principally, we believe the primary responsibility of the board of directors is to preserve
and enhance shareholder value, and to protect shareholder interests. In order to carry out
their primary responsibilities, directors have to undertake activities that range from setting
strategy and overseeing executive management, to monitoring the risks that arise from a
company's business, including risks related to sustainability issues. Further, good
corporate governance necessitates the existence of effective internal controls and risk
management systems, which should be governed by the board.
 
We believe that a well-constituted board of directors with a balance of skills, expertise and
independence, provides the foundations for a well governed company. We view board
quality as a measure of director independence, director succession planning, board
diversity, evaluations and refreshment, and company governance practices. We vote for the
(re-)election of directors on a case-by-case basis after considering various factors,
including board quality, general market practice, and availability of information on director
skills and expertise.
 
In our analysis of boards, we consider whether board members have adequate skills to
provide effective oversight of corporate strategy, operations, and risks, including
environmental and social issues. Boards should also have a regular evaluation process in
place to assess the effectiveness of the board and the skills of board members to address
issues such as emerging risks, changes to corporate strategy, and diversification of
operations and geographic footprint.
 
We may also consider factors such as board performance and directors who appear to be
remiss in the performance of their oversight responsibilities (e.g. fraud, criminal
wrongdoing and/or breach of fiduciary responsibilities).
 
 
Board Independence
In principle, we believe independent directors are crucial to good corporate governance
and help management establish sound corporate governance policies and practices. A
sufficiently independent board will most effectively monitor management and perform
oversight functions necessary to protect shareholder interests.
 
Our broad criteria for director independence in European companies include factors such
as:
 
Participation in related–party transactions and other business relations with the
company
 
Employment history with the company
 
Relations with controlling shareholders
 
Family ties with any of the company's advisers, directors or senior employees
 
Serving as an employee or government representative
 
Overall average board tenure and individual director tenure at issuers with classified
and de-classified boards, respectively, and
 
Company classification of a director as non-independent
B-35

 
While overall board independence requirements and board structures differ from market to
market, we consider voting against directors we deem non-independent if overall board
independence is below 33 percent or if overall independence level is below 50 percent
after excluding employee representatives and/or directors elected in accordance with local
laws who are not elected by shareholders. We may withhold support for a proposal to
discharge the board if a company fails to meet adequate governance standards or board
level independence.
 
We also assess the division of responsibilities between chair and CEO on a case-by-case
basis, giving consideration to factors such as overall level of independence on the board
and general corporate governance standards in the company. However, we may take voting
action against the chair or members of the nominating committee at the STOXX Europe
600 companies that have combined the roles of chair and CEO and have not appointed an
independent deputy chair or a lead independent director.
 
 
Director Time Commitments
When voting on the election or re-election of a director, we also consider the number of
outside board directorships a non-executive and an executive may undertake. Thus, State
Street Global Advisors may take voting action against a director who exceeds the number
of board mandates listed below:
 
Named Executive Officers (NEOs) of a public company who sit on more than two
public company boards
 
Non-executive board chairs or lead independent directors who sit on more than three
public company boards
 
Director nominees who sit on more than four public company boards
 
For non-executive board chairs/lead independent directors and director nominees who hold
excessive commitments, as defined above, we may consider waiving our policy and vote in
support of a director if a company discloses its director commitment policy in a publicly
available manner (e.g., corporate governance guidelines, proxy statement, company
website). This policy or associated disclosure must include:
 
A numerical limit on public company board seats a director can serve on
 
This limit cannot exceed our policy by more than one seat
 
Consideration of public company board leadership positions (e.g., Committee Chair)
 
Affirmation that all directors are currently compliant with the company policy
 
Description of an annual policy review process undertaken by the Nominating
Committee to evaluate outside director time commitments
 
If a director is imminently leaving a board and this departure is disclosed in a written,
time-bound and publicly-available manner, we may consider waiving our withhold vote
when evaluating the director for excessive time commitments.
 
Service on a mutual fund board, the board of a UK investment trust or a Special Purpose
Acquisition Company (SPAC) board is not considered when evaluating directors for
excessive commitments. However, we do expect these roles to be considered by
nominating committees when evaluating director time commitments.
B-36

 
 
Director Attendance at
Board Meetings
We also consider attendance at board meetings and may withhold votes from directors
who attend less than 75 percent of board meetings without appropriate explanation or
providing reason for their failure to meet the attendance threshold. In addition, we monitor
other factors that may influence the independence of a non-executive director, such as
performance-related pay, cross-directorships and significant shareholdings. Moreover, we
may vote against the election of a director whose biographical disclosures are insufficient
to assess his or her role on the board and/or independence.
 
 
Board Gender Diversity
We expect boards of all listed companies to have at least one female board member. If a
company fails to meet this expectation, State Street Global Advisors may vote against the
Chair of the board's nominating committee or the board leader in the absence of a
nominating committee, if necessary. Additionally, if a company fails to meet this
expectation for three consecutive years, State Street Global Advisors may vote against all
incumbent members of the nominating committee.
 
 
Length of Board Terms
Although we generally are in favour of the annual election of directors, we recognise that
director terms vary considerably in different European markets. We may vote against
article/bylaw changes that seek to extend director terms. In addition, we may vote against
directors in certain markets if their terms extend beyond four years.
 
 
Board Committees
We believe companies should have relevant board level committees for audit,
remuneration and nomination oversight. The audit committee is responsible for monitoring
the integrity of the financial statements of the company, appointing external auditors,
monitoring their qualifications and independence, and assessing effectiveness and
resource levels. Similarly, executive pay is an important aspect of corporate governance,
and it should be determined by the board of directors. We expect companies to have
remuneration committees to provide independent oversight of executive pay. We may vote
against nominees who are executive members of audit or remuneration committees.
 
In certain European markets, it is not uncommon for the election of directors to be
presented in a single slate. In these cases, where executives serve on the audit or the
remuneration committees, we may vote against the entire slate.
 
 
Board Responsiveness to
High Dissent Against Pay
Proposals
Poorly-structured executive remuneration plans pose increasing reputational risk to
companies. Ongoing high levels of dissent against a company's remuneration proposals
may indicate that the company is not receptive to investor concerns. If the level of dissent
against a company's remuneration report and/or remuneration policy is consistently high,
and we have determined that a vote against a remuneration-related proposal is warranted
in the third consecutive year, we will vote against the Chair of the remuneration committee.
B-37

 
 
Incorporating R-FactorTM
into Director Votes
R-FactorTM is a scoring system created by State Street Global Advisors that measures the
performance of a company's business operations and governance as it relates to
financially material ESG factors facing the company's industry. R-FactorTM encourages
companies to manage and disclose material, industry-specific ESG risks and
opportunities, thereby reducing investment risk across our own portfolio and the broader
market. State Street Global Advisors may take voting action against the independent board
leader at companies on the STOXX 600 that are R-FactorTM laggards1 and momentum
underperformers2 and cannot articulate how they plan to improve their score.
 
 
 
 
Climate-related Disclosure
We believe climate change poses a systemic risk to all companies in our portfolio.
 
State Street Global Advisors has publicly supported the global regulatory efforts to
establish a mandatory baseline of climate risk disclosures for all companies. Until these
consistent disclosure standards are established, we find that the recommendations of the
Task Force on Climate-related Financial Disclosures (TCFD) provide the most effective
framework (with?) which companies can develop strategies to plan for climate-related risks
and make their businesses more resilient to the impacts of climate change.
 
As such, we may vote against the independent board leader at companies in the STOXX
600 that fail to provide sufficient disclosure in accordance with the TCFD framework,
including:
 
Board oversight of climate-related risks and opportunities
 
Total Scope 1 and Scope 2 greenhouse gas emissions
 
Targets for reducing greenhouse gas emissions
 
 
Indemnification and
Limitations on Liability
Generally, we support proposals to limit directors' liability and/or expand indemnification
and liability protection up to the limit provided by law if a director has not acted in bad faith,
with gross negligence, or with reckless disregard of the duties involved in the conduct of
his or her office.
 
 
Audit-Related Issues
Companies should have robust internal audit and internal control systems designed for
effective management of any potential and emerging risks to company operations and
strategy. The responsibility of setting up an internal audit function lies with the audit
committee, which should have as members independent non-executive directors.

1
Bottom 10 percent of scores relative to industry peers.
2
Have consistently underperformed their peers over the last two years; bottom 30 percent of scores relative to industry peers.
B-38

 
 
Appointment of External
Auditors
We believe that a company's auditor is an essential feature of an effective and transparent
system of external supervision. Shareholders should be given the opportunity to vote on
their appointment or re-appoint them at the annual meeting. When appointing external
auditors and approving audit fees, we consider the level of detail in company disclosures;
we will generally not support such resolutions if adequate breakdown is not provided and if
non-audit fees are more than 50 percent of audit fees. In addition, we may vote against
members of the audit committee if we have concerns with audit-related issues or if the
level of non-audit fees to audit fees is significant. We may consider auditor tenure when
evaluating the audit process in certain circumstances.
 
 
Limit Legal Liability of
External Auditors
We generally oppose limiting the legal liability of audit firms as we believe this could create
a negative impact on the quality of the audit function.
 
Approval of Financial Statements
 
The disclosure and availability of reliable financial statements in a timely manner is
imperative for the investment process. We expect external auditors to provide assurance of
a company's financial condition. Hence, we will vote against the approval of financial
statements if i) they have not been disclosed or audited; ii) the auditor opinion is qualified/
adverse, or the auditor has issued a disclaimer of opinion; or iii) the auditor opinion is not
disclosed.
 
 
Shareholder Rights and
Capital-Related Issues
In some European markets, differential voting rights continue to exist. State Street Global
Advisors supports the one-share, one-vote policy and favors a share structure where all
shares have equal voting rights. We believe pre-emption rights should be introduced for
shareholders in order to provide adequate protection from excessive dilution from the
issuance of new shares or convertible securities to third parties or a small number of
select shareholders.
 
 
Unequal Voting Rights
We generally oppose proposals authorizing the creation of new classes of common stock
with superior voting rights. We will generally oppose the creation of new classes of
preferred stock with unspecified voting, conversion, dividend distribution and other rights.
In addition, we will not support capitalization changes that add classes of stock with
undefined voting rights or classes that may dilute the voting interests of existing
shareholders. We support proposals to abolish voting caps and capitalization changes that
eliminate other classes of stock and/or unequal voting rights.
 
 
Increase in Authorized
Capital
The ability to raise capital is critical for companies to carry out strategy, to grow, and to
achieve returns above their cost of capital. The approval of capital raising activities is
fundamental to shareholders' ability to monitor returns and to ensure capital is deployed
efficiently. We support capital increases that have sound business reasons and are not
excessive relative to a company's existing capital base.
B-39

 
Pre-emption rights are a fundamental right for shareholders to protect their investment in a
company. Where companies seek to issue new shares whilst disapplying pre-emption
rights, we may vote against if such authorities are greater than 20 percent of the issued
share capital. We may also vote against resolutions that seek authority to issue capital with
pre-emption rights if the aggregate amount allowed seems excessive and is not justified by
the board. Generally, we oppose capital issuance proposals greater than 100 percent of
the issued share capital when the proceeds are not intended for a specific purpose.
 
 
Share Repurchase
Programs
We typically support proposals to repurchase shares; however, there are exceptions in
some cases. We do not support repurchases if the issuer does not clearly state the
business purpose for the program, a definitive number of shares to be repurchased, the
range of premium/discount to market price at which the company can repurchase shares,
and the timeframe for the repurchase. We may vote against share repurchase requests
that allow share repurchases during a takeover period.
 
 
Dividends
We generally support dividend payouts that constitute 30 percent or more of net income.
We may vote against the dividend payouts if the dividend payout ratio has been
consistently below 30 percent without adequate explanation or the payout is excessive
given the company's financial position. Particular attention will be paid to cases in which
the payment may damage the company's long-term financial health.
 
 
Related-Party Transactions
Some companies in European markets have a controlled ownership structure and complex
cross-shareholdings between subsidiaries and parent companies (related companies).
Such structures may result in the prevalence of related-party transactions between the
company and its various stakeholders, such as directors and management, subsidiaries
and shareholders. In markets where shareholders are required to approve such
transactions, we expect companies to provide details of the transaction, such as the
nature, the value and the purpose of such a transaction. We also encourage independent
directors to ratify such transactions. Further, we encourage companies to describe the level
of independent board oversight and the approval process, including details of any
independent valuations provided by financial advisors on related-party transactions.
 
 
Mergers and Acquisitions
Mergers or restructurings often involve proposals relating to reincorporation, restructurings,
mergers, liquidation and other major changes to the corporation. Proposals will be
supported if they are in the best interest of the shareholders, which is demonstrated by
enhancing share value or improving the effectiveness of the company's operations. In
general, provisions that are not viewed as financially sound or are thought to be destructive
to shareholders' rights are not supported.
 
We will generally support transactions that maximize shareholder value. Some of the
considerations include:
 
Offer premium
 
Strategic rationale
 
Board oversight of the process for the recommended transaction, including director
and/ or management conflicts of interest
 
Offers made at a premium and where there are no other higher bidders
B-40

 
Offers in which the secondary market price is substantially lower than the net asset
value
 
We may vote against a transaction considering the following:
 
Offers with potentially damaging consequences for minority shareholders because of
illiquid stock
 
Offers where we believe there is a reasonable prospect for an enhanced bid or other
bidders
 
The current market price of the security exceeds the bid price at the time of voting
 
 
Anti–Takeover Measures
European markets have diverse regulations concerning the use of share issuances as
takeover defenses, with legal restrictions lacking in some markets. We support the
one-share, one-vote policy. For example, dual-class capital structures entrench certain
shareholders and management, insulating them from possible takeovers. We oppose
unlimited share issuance authorizations because they can be used as anti-takeover
devices. They have the potential for substantial voting and earnings dilution. We also
monitor the duration of time for authorities to issue shares, as well as whether there are
restrictions and caps on multiple issuance authorities during the specified time periods. We
oppose antitakeover defenses, such as authorities for the board when subject to a hostile
takeover to issue warrants convertible into shares to existing shareholders.
 
 
Remuneration
 
 
 
Executive Pay
Despite the differences among the various types of plans and awards, there is a simple
underlying philosophy that guides our analysis of executive pay: there should be a direct
relationship between remuneration and company performance over the long term.
 
Shareholders should have the opportunity to assess whether pay structures and levels are
aligned with business performance. When assessing remuneration reports, we consider
factors such as adequate disclosure of remuneration elements, absolute and relative pay
levels, peer selection and benchmarking, the mix of long-term and short-term incentives,
alignment of pay structures with shareholder interests, corporate strategy and
performance. We may oppose remuneration reports where pay seems misaligned with
shareholders' interests. We may also vote against the re-election of members of the
remuneration committee if we have serious concerns about remuneration practices and if
the company has not been responsive to shareholder pressure to review its approach.
 
 
Equity Incentives Plans
We may not support proposals regarding equity-based incentive plans where insufficient
information is provided on matters, including grant limits, performance metrics,
performance and vesting periods, and overall dilution. Generally, we do not support options
under such plans being issued at a discount to market price or plans that allow for
retesting of performance metrics.
B-41

 
 
Non–Executive Director Pay
In European markets, proposals seeking shareholder approval for non-executive directors'
fees are generally not controversial. We typically support resolutions regarding directors'
fees unless disclosure is poor and we are unable to determine whether the fees are
excessive relative to fees paid by comparable companies. We will evaluate any non-cash
or performance-related pay to non-executive directors on a company-by-company basis.
 
 
Risk Management
We believe that risk management is a key function of the board, which is responsible for
setting the overall risk appetite of a company and for providing oversight on the risk
management process established by senior executives at a company. We allow boards to
have discretion regarding the ways in which they provide oversight in this area. However,
we expect companies to disclose how the board provides oversight on its risk management
system and risk identification. Boards should also review existing and emerging risks, as
they can change with a changing political and economic landscape or as companies
diversify or expand their operations into new areas.
 
 
Environmental and Social
Issues
As a fiduciary, State Street Global Advisors takes a comprehensive approach to engaging
with our portfolio companies about material environmental and social (sustainability)
issues. We use our voice and our vote through engagement, proxy voting and thought
leadership in order to communicate with issuers and educate market participants about
our perspective on important sustainability topics. Our Asset Stewardship program
prioritization process allows us to proactively identify companies for engagement and
voting in order to mitigate sustainability risks in our portfolio. Through engagement, we
address a broad range of topics that align with our stewardship priorities and build
long-term relationships with issuers. When voting, we fundamentally consider whether the
adoption of a shareholder proposal addressing a material sustainability issue would
promote long-term shareholder value in the context of the company's existing practices
and disclosures as well as existing market practice.
 
For more information on our approach to environmental and social issues, please see our
Global Proxy Voting and Engagement Guidelines for Environmental and Social Issues and
our Frameworks for Voting Environmental and Social Shareholder Proposals, both
available at ssga.com/about-us/asset-stewardship.html.
 
 
More Information
Any client who wishes to receive information on how its proxies were voted should contact
its State Street Global Advisors relationship manager.
B-42

 
 
About State Street Global
Advisors
For four decades, State Street Global Advisors has served the world's governments,
institutions and financial advisors. With a rigorous, risk-aware approach built on research,
analysis and market-tested experience, we build from a breadth of active and index
strategies to create cost-effective solutions. As stewards, we help portfolio companies see
that what is fair for people and sustainable for the planet can deliver long-term
performance. And, as pioneers in index, ETF, and ESG investing, we are always inventing
new ways to invest. As a result, we have become the world's fourth-largest asset manager*
with US $4.14 trillion† under our care.

*
Pensions & Investments Research Center, as of December 31, 2020.
This figure is presented as of December 31, 2021 and includes approximately $61.43 billion of assets with respect to SPDR products for which State Street Global Advisors Funds Distributors, LLC (SSGA FD) acts solely as the marketing agent. SSGA FD and State Street Global Advisors are affiliated.


ssga.com
State Street Global Advisors Worldwide Entities
Abu Dhabi: State Street Global Advisors Limited, ADGM Branch, Al Khatem Tower, Suite 42801, Level 28, ADGM Square, Al Maryah Island, P.O Box 76404, Abu Dhabi, United Arab Emirates. Regulated by the ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. Australia: State Street Global Advisors, Australia, Limited (ABN 42 003 914 225) is the holder of an Australian Financial Services License (AFSL Number 238276). Registered office: Level 14, 420 George Street, Sydney, NSW 2000, Australia. T: +612 9240-7600. F: +612 9240-7611. Belgium: State Street Global Advisors Belgium, Chaussée de La Hulpe 185, 1170 Brussels, Belgium. T: +32 2 663 2036. State Street Global Advisors Belgium is a branch office of State Street Global Advisors Europe Limited, registered in Ireland with company number 49934, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogerson's Quay, Dublin 2. Canada: State Street Global Advisors, Ltd., 1981
McGill College Avenue, Suite 500, Montreal, Qc, H3A 3A8, T: +514 282 2400 and 30 Adelaide Street East Suite 800, Toronto, Ontario M5C 3G6. T: +647 775 5900. France: State Street Global Advisors Europe Limited, France Branch (State Street Global Advisors France) is a branch of State Street Global Advisors Europe Limited, registered in Ireland with company number 49934, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogerson's Quay, Dublin 2. State Street Global Advisors France is registered in France with company number RCS Nanterre 899 183 289, and its office is located at Coeur Défense — Tour A — La Défense 4, 33e étage, 100, Esplanade du Général de Gaulle, 92 932 Paris La Défense Cedex, France. T: +33 1 44 45 40 00. F: +33 1 44 45 41 92. Germany: State Street Global Advisors Europe Limited, Branch in Germany, Brienner Strasse 59, D-80333 Munich, Germany (State Street Global Advisors Germany). T: +49 (0)89 55878 400. State Street Global Advisors Germany is a branch of State Street Global Advisors Europe Limited, registered in Ireland with
company number 49934, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogerson's Quay, Dublin 2. Hong Kong: State Street Global Advisors Asia Limited, 68/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong. T: +852 2103-0288. F: +852 2103-0200. Ireland: State Street Global Advisors Europe Limited is regulated by the Central Bank of Ireland. Registered office address 78 Sir John Rogerson's Quay, Dublin 2. Registered Number: 49934. T: +353 (0)1 776 3000. F: +353 (0)1 776 3300. Italy: State Street Global Advisors Europe Limited, Italy Branch (State Street Global Advisors Italy) is a branch of State Street Global Advisors Europe Limited, registered in Ireland with company number 49934, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogerson's Quay, Dublin 2. State Street Global Advisors Italy is registered in Italy with company number 11871450968 — REA: 2628603 and VAT number 11871450968, and its office is located at Via Ferrante Aporti, 10 -20125 Milan, Italy. T: +39 02 32066 100. F: +39
02 32066 155. Japan: State Street Global Advisors (Japan) Co., Ltd., Toranomon Hills Mori Tower 25F 1-23-1 Toranomon, Minato-ku, Tokyo 105-6325 Japan. T: +81-3-4530-7380. Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345), Membership: Japan Investment Advisers Association, The Investment Trust Association, Japan, Japan Securities Dealers' Association. Netherlands: State Street Global Advisors Netherlands, Apollo Building 7th floor, Herikerbergweg 29, 1101 CN Amsterdam, Netherlands. T: +31 20 7181 000. State Street Global Advisors Netherlands is a branch office of State Street Global Advisors Europe Limited, registered in Ireland with company number 49934, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogerson's Quay, Dublin 2. Singapore: State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Reg. No: 200002719D, regulated by the Monetary Authority of Singapore). T: +65 6826-7555. F: +65 6826-7501. Switzerland: State Street
B-43

Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Registered with the Register of Commerce Zurich CHE-105.078.458. T: +41 (0)44 245 70 00. F: +41 (0)44 245 70 16. United Kingdom: State Street Global Advisors Limited. Authorized and regulated by the Financial Conduct Authority. Registered in England. Registered No. 2509928. VAT No. 5776591
81. Registered office: 20 Churchill Place, Canary Wharf, London, E14 5HJ. T: 020 3395 6000. F: 020 3395 6350. United States: State Street Global Advisors, 1 Iron Street, Boston, MA 02210-1641. T: +1 617 786 3000.
The whole or any part of this work may not be reproduced, copied or transmitted or any of its contents
disclosed to third parties without State Street Global Advisors' express written consent.
© 2022 State Street Corporation.
All Rights Reserved.
ID949708-3479909.2.1.GBL.RTL 0322
Exp. Date: 03/31/2023
B-44

 
 
 
March 2022
 
Japan
 
Proxy Voting and
Engagement Guidelines
 
State Street Global Advisors' Japan Proxy Voting and
Engagement Guidelinesi outline our expectations of
companies listed on stock exchanges in Japan. These
Guidelines complement and should be read in
conjunction with State Street Global Advisors'
overarching Global Proxy Voting and Engagement
Guidelines, which provide a detailed explanation of our
approach to voting and engaging with companies, and
State Street Global Advisors' Conflict Mitigation
Guidelines.
 
 

i
These Proxy Voting and Engagement Guidelines are also applicable to SSGA Funds Management, Inc. SSGA Funds Management, Inc. is an SEC-registered investment adviser. SSGA Funds Management, Inc., State Street Global Advisors Trust Company, and other advisory affiliates of State Street make up State Street Global Advisors, the investment management arm of State Street Corporation.
B-45

 
 
 
 
 
State Street Global Advisors' Proxy Voting and Engagement Guidelines in Japan address
areas including: board structure, audit related issues, capital structure, remuneration,
environmental, social, and other governance-related issues.
 
When voting and engaging with companies in Japan, State Street Global Advisors takes
into consideration the unique aspects of Japanese corporate governance structures. We
recognize that under Japanese corporate law, companies may choose between two
structures of corporate governance: the statutory auditor system or the committee
structure. Most Japanese boards predominantly consist of executives and
non-independent outsiders affiliated through commercial relationships or
cross-shareholdings. Nonetheless, when evaluating companies, State Street Global
Advisors expects Japanese companies to address conflicts of interest and risk
management and to demonstrate an effective process for monitoring management. In our
analysis and research regarding corporate governance issues in Japan, we expect all
companies at a minimum to comply with Japan's Corporate Governance Principles and
proactively monitor companies' adherence to the principles. Consistent with the ‘comply or
explain' expectations established by the Principles, we encourage companies to proactively
disclose their level of compliance with the Principles. In instances of non-compliance when
companies cannot explain the nuances of their governance structure effectively, either
publicly or through engagement, we may vote against the board leader.
 
 
State Street Global
Advisors' Proxy Voting
and Engagement
Philosophy
In our view, corporate governance and sustainability issues are an integral part of the
investment process. The Asset Stewardship Team consists of investment professionals
with expertise in corporate governance and company law, remuneration, accounting, and
environmental and social issues. We have established robust corporate governance
principles and practices that are backed with extensive analytical expertise to understand
the complexities of the corporate governance landscape. We engage with companies to
provide insight on the principles and practices that drive our voting decisions. We also
conduct proactive engagement to address significant shareholder concerns and
environmental, social, and governance (ESG) issues in a manner consistent with
maximizing shareholder value.
 
The team works alongside members of State Street Global Advisors' Active Fundamental
and Asia-Pacific (APAC) Investment Teams; the teams collaborate on issuer engagement
and provide input on company specific fundamentals. We are also a member of various
investor associations that seek to address broader corporate governance related policy
issues in Japan.
 
State Street Global Advisors is a signatory to the United Nations Principles of Responsible
Investment (UNPRI) and is compliant with Japan's Stewardship Code and Corporate
Governance Code. We are committed to sustainable investing and are working to further
integrate ESG principles into investment and corporate governance practices where
applicable and consistent with our fiduciary duty.
B-46

 
 
Directors and Boards
Principally, we believe the primary responsibility of the board of directors is to preserve
and enhance shareholder value and protect shareholder interests. In order to carry out
their primary responsibilities, directors have to undertake activities that range from setting
strategy and overseeing executive management to monitoring the risks that arise from a
company's business, including risks related to sustainability issues. Further, good
corporate governance necessitates the existence of effective internal controls and risk
management systems, which should be governed by the board.
 
State Street Global Advisors believes that a well constituted board of directors with a
balance of skills, expertise, and independence, provides the foundation for a well governed
company. We view board quality as a measure of director independence, director
succession planning, board diversity, evaluations and refreshment, and company
governance practices. We vote for the (re-)election of directors on a case-by-case basis
after considering various factors, including board quality, general market practice, and
availability of information on director skills and expertise. In principle, we believe
independent directors are crucial to robust corporate governance and help management
establish sound corporate governance policies and practices. A sufficiently independent
board will most effectively monitor management and perform oversight functions that are
necessary to protect shareholder interests.
 
Japanese companies have the option of having a traditional board of directors with
statutory auditors, a board with a committee structure, or a hybrid board with a board level
audit committee. We will generally support companies that seek shareholder approval to
adopt a committee or hybrid board structure.
 
Most Japanese issuers prefer the traditional statutory auditor structure. Statutory auditors
act in a quasi-compliance role, as they are not involved in strategic decision-making nor
are they part of the formal management decision process. Statutory auditors attend board
meetings but do not have voting rights at the board; however, they have the right to seek an
injunction and conduct broad investigations of unlawful behavior in the company's
operations.
 
State Street Global Advisors will support the election of statutory auditors, unless the
outside statutory auditor nominee is regarded as non-independent based on our criteria,
the outside statutory auditor has attended less than 75 percent of meetings of the board of
directors or board of statutory auditors during the year under review, or the statutory
auditor has been remiss in the performance of their oversight responsibilities (fraud,
criminal wrong doing, and breach of fiduciary responsibilities).
 
For companies with a statutory auditor structure there is no legal requirement that boards
have outside directors; however, we believe there should be a transparent process of
independent and external monitoring of management on behalf of shareholders.
 
We believe that boards of TOPIX 500 companies should have at least three
independent directors or be at least one-third independent, whichever requires fewer
independent directors. Otherwise, we may oppose the board leader who is responsible
for the director nomination process.
 
For controlled, non-TOPIX 500 companies with a statutory auditor structure or hybrid
structure, we may oppose the board leader if the board does not have at least two
independent directors.
B-47

 
For non-controlled, non-TOPIX 500 companies with a statutory auditor structure or
hybrid structure, State Street Global Advisors may oppose the board leader if the
board does not have at least two independent directors.
 
For companies with a committee structure or a hybrid board structure, we also take into
consideration the overall independence level of the committees. In determining director
independence, we consider the following factors:
 
Participation in related-party transactions and other business relations with the
company
 
Past employment with the company
 
Professional services provided to the company
 
Family ties with the company
 
Regardless of board structure, we may oppose the election of a director for the following
reasons:
 
Failure to attend board meetings
 
In instances of egregious actions related to a director's service on the board
 
Board Gender Diversity
 
We expect boards of all listed companies to have at least one female board member. If a
company fails to meet this expectation, State Street Global Advisors may vote against the
Chair of the board's nominating committee or the board leader in the absence of a
nominating committee, if necessary. Additionally, if a company fails to meet this
expectation for three consecutive years, State Street Global Advisors may vote against all
incumbent members of the nominating committee or those persons deemed responsible
for the nomination process.
 
Incorporating R-Factor™ into Director Votes
 
R-Factor™ is a scoring system created by State Street Global Advisors that measures the
performance of a company's business operations and governance as it relates to
financially material ESG factors facing the company's industry. R-Factor™ encourages
companies to manage and disclose material, industry-specific ESG risks and
opportunities, thereby reducing investment risk across our own portfolio and the broader
market. State Street Global Advisors may take voting action against board members at
companies on the TOPIX 100 that are R-Factor™ laggards1 and momentum underper-
formers2 and cannot articulate how they plan to improve their score.
 
Indemnification and Limitations on Liability
 
Generally, State Street Global Advisors supports proposals to limit directors' and statutory
auditors' liability and/or expand indemnification and liability protection up to the limit
provided by law, if he or she has not acted in bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of his or her office. We believe limitations
and indemnification are necessary to attract and retain qualified directors.

1
Bottom 10 percent of scores relative to industry peers.
2
Have consistently underperformed their peers over the last two years; bottom 30 percent of scores relative to industry peers.
B-48

 
 
Audit-Related Items
State Street Global Advisors believes that a company's auditor is an essential feature of
an effective and transparent system of external supervision. Shareholders should have the
opportunity to vote on the appointment of the auditor at the annual meeting.
 
Ratifying External Auditors
 
We generally support the appointment of external auditors unless the external auditor is
perceived as being non-independent and there are concerns about the accounts presented
and the audit procedures followed.
 
Approval of Financial Statements
 
The disclosure and availability of reliable financial statements in a timely manner is
imperative for the investment process. We expect external auditors to provide assurance of
a company's financial condition. Hence, we will vote against the approval of financial
statements if i) they have not been disclosed or audited; ii) the auditor opinion is qualified/
adverse, or the auditor has issued a disclaimer of opinion; or iii) the auditor opinion is not
disclosed.
 
Limiting Legal Liability of External Auditors
 
We generally oppose limiting the legal liability of audit firms as we believe this could create
a negative impact on the quality of the audit function.
 
 
Capital Structure,
Reorganization, and
Mergers
State Street Global Advisors supports the one share one vote policy and favors a share
structure where all shares have equal voting rights. We support proposals to abolish voting
caps or multiple voting rights and will oppose measures to introduce these types of
restrictions on shareholder rights.
 
We believe pre-emption rights should be introduced for shareholders. This can provide
adequate protection from excessive dilution due to the issuance of new shares or
convertible securities to third parties or a small number of select shareholders.
 
Unequal Voting Rights
 
We generally oppose proposals authorizing the creation of new classes of common stock
with superior voting rights. We will generally oppose new classes of preferred stock with
unspecified voting, conversion, dividend distribution, and other rights. In addition, we will
not support capitalization changes that add classes of stock with undefined voting rights or
classes that may dilute the voting interests of existing shareholders.
 
However, we will support capitalization changes that eliminate other classes of stock and/
or unequal voting rights.
 
Increase in Authorized Capital
 
We generally support increases in authorized capital where the company provides an
adequate explanation for the use of shares. In the absence of an adequate explanation,
we may oppose the request if the increase in authorized capital exceeds 100 percent of
the currently authorized capital. Where share issuance requests exceed our standard
threshold, we will consider the nature of the specific need, such as mergers, acquisitions
and stock splits.
B-49

 
Dividends
 
We generally support dividend payouts that constitute 30 percent or more of net income.
We may vote against the dividend payouts if the dividend payout ratio has been
consistently below 30 percent without adequate explanation; or, the payout is excessive
given the company's financial position. Particular attention will be paid where the payment
may damage the company's long-term financial health.
 
Share Repurchase Programs
 
Companies are allowed under Japan Corporate Law to amend their articles to authorize
the repurchase of shares at the board's discretion. We will oppose an amendment to
articles allowing the repurchase of shares at the board's discretion. We believe the
company should seek shareholder approval for a share repurchase program at each year's
AGM, providing shareholders the right to evaluate the purpose of the repurchase.
 
We generally support proposals to repurchase shares, unless the issuer does not clearly
state the business purpose for the program, a definitive number of shares to be
repurchased, and the timeframe for the repurchase. We may vote against share
repurchase requests that allow share repurchases during a takeover period.
 
Mergers and Acquisitions
 
Mergers or reorganizing the structure of a company often involve proposals relating to
reincorporation, restructurings, mergers, liquidations, and other major changes to the
corporation. We will support proposals that are in the best interests of the shareholders,
demonstrated by enhancing share value or improving the effectiveness of the company's
operations. In general, provisions that are deemed to be destructive to shareholders' rights
or financially detrimental are not supported.
 
We evaluate mergers and structural reorganizations on a case-by-case basis. We will
generally support transactions that maximize shareholder value. Some of the
considerations include, but are not limited to the following:
 
Offer premium
 
Strategic rationale
 
Board oversight of the process for the recommended transaction, including director
and/or management conflicts of interest
 
Offers made at a premium and where there are no other higher bidders
 
Offers in which the secondary market price is substantially lower than the net asset
value
 
We may vote against a transaction considering the following:
 
Offers with potentially damaging consequences for minority shareholders because of
illiquid stock
 
Offers where we believe there is a reasonable prospect for an enhanced bid or other
bidders
 
Offers in which the current market price of the security exceeds the bid price at the
time of voting
B-50

 
Anti-Takeover Measures
 
In general, State Street Global Advisors believes that adoption of poison pills that have
been structured to protect management and to prevent takeover bids from succeeding is
not in shareholders' interest. A shareholder rights plan may lead to management
entrenchment. It may also discourage legitimate tender offers and acquisitions. Even if the
premium paid to companies with a shareholder rights plan is higher than that offered to
unprotected firms, a company's chances of receiving a takeover offer in the first place may
be reduced by the presence of a shareholder rights plan.
 
Proposals that reduce shareholders' rights or have the effect of entrenching incumbent
management will not be supported.
 
Proposals that enhance the right of shareholders to make their own choices as to the
desirability of a merger or other proposal are supported.
 
Shareholder Rights Plans
 
In evaluating the adoption or renewal of a Japanese issuer's shareholder rights plans
(poison pill), we consider the following conditions: (i) release of proxy circular with details
of the proposal with adequate notice in advance of meeting, (ii) minimum trigger of over 20
percent, (iii) maximum term of three years, (iv) sufficient number of independent directors,
(v) presence of an independent committee, (vi) annual election of directors, and (vii) lack
of protective or entrenchment features. Additionally, we consider the length of time that a
shareholder rights plan has been in effect.
 
In evaluating an amendment to a shareholder rights plan (poison pill), in addition to the
conditions above, we will also evaluate and consider supporting proposals where the terms
of the new plans are more favorable to shareholders' ability to accept unsolicited offers.
 
 
Compensation
In Japan, excessive compensation is rarely an issue. Rather, the problem is the lack of
connection between pay and performance. Fixed salaries and cash retirement bonuses
tend to comprise a significant portion of the compensation structure while
performance-based pay is generally a small portion of the total pay. State Street Global
Advisors, where possible, seeks to encourage the use of performance-based
compensation in Japan as an incentive for executives and as a way to align interests with
shareholders.
 
Adjustments to Aggregate Compensation Ceiling for Directors
 
Remuneration for directors is generally reasonable. Typically, each company sets the
director compensation parameters as an aggregate thereby limiting the total pay to all
directors. When requesting a change, a company must disclose the last time the ceiling
was adjusted, and management provides the rationale for the ceiling increase. We will
generally support proposed increases to the ceiling if the company discloses the rationale
for the increase. We may oppose proposals to increase the ceiling if there has been
corporate malfeasance or sustained poor performance.
 
Annual Bonuses for Directors/Statutory Auditors
 
In Japan, since there are no legal requirements that mandate companies to seek
shareholder approval before awarding a bonus, we believe that existing shareholder
approval of the bonus should be considered best practice. As a result, we support
management proposals on executive compensation where there is a strong relationship
between executive pay and performance over a five-year period.
B-51

 
Retirement Bonuses for Directors/Statutory Auditors
 
Retirement bonuses make up a sizeable portion of directors' and auditors' lifetime
compensation and are based upon board tenure. While many companies in Japan have
abolished this practice, there remain many proposals seeking shareholder approval for the
total amounts paid to directors and statutory auditors as a whole. In general, we support
these payments unless the recipient is an outsider or in instances where the amount is not
disclosed.
 
Stock Plans
 
Most option plans in Japan are conservative, particularly at large companies. Japanese
corporate law requires companies to disclose the monetary value of the stock options for
directors and/or statutory auditors. Some companies do not disclose the maximum number
of options that can be issued per year and shareholders are unable to evaluate the dilution
impact. In this case, we cannot calculate the dilution level and, therefore, we may oppose
such plans for poor disclosure. We also oppose plans that allow for the repricing of the
exercise price.
 
Deep Discount Options
 
As Japanese companies move away from the retirement bonus system, deep discount
options plans have become more popular. Typically, the exercise price is set at JPY 1 per
share. We evaluate deep discount options using the same criteria used to evaluate stock
options as well as considering the vesting period.
 
 
Environmental and Social
Issues
As a fiduciary, State Street Global Advisors takes a comprehensive approach to engaging
with our portfolio companies about material environmental and social (sustainability)
issues. We use our voice and our vote through engagement, proxy voting, and thought
leadership in order to communicate with issuers and educate market participants about
our perspective on important sustainability topics. Our Asset Stewardship program
prioritization process allows us to proactively identify companies for engagement and
voting in order to mitigate sustainability risks in our portfolio. Through engagement, we
address a broad range of topics that align with our stewardship priorities and build
long-term relationships with issuers. When voting, we fundamentally consider whether the
adoption of a shareholder proposal addressing a material sustainability issue would
promote long-term shareholder value in the context of the company's existing practices
and disclosures as well as existing market practice.
 
For more information on our approach to environmental and social issues, please see our
Global Proxy Voting and Engagement Guidelines for Environmental and Social Issues and
our Frameworks for Voting Environmental and Social Shareholder Proposals, both
available at ssga.com/about-us/asset-stewardship.html.
 
 
Miscellaneous/ Routine
Items
Expansion of Business Activities
 
Japanese companies' articles of incorporation strictly define the types of businesses in
which a company is permitted to engage. In general, State Street Global Advisors views
proposals that expand and diversify the company's business activities as routine and
non-contentious. We will monitor instances in which there has been an inappropriate
acquisition and diversification away from the company's main area of competence that
resulted in a decrease of shareholder value.
B-52

 
 
More Information
Any client who wishes to receive information on how its proxies were voted should contact
its State Street Global Advisors relationship manager.
 
 
About State Street Global
Advisors
For four decades, State Street Global Advisors has served the world's governments,
institutions and financial advisors. With a rigorous, risk-aware approach built on research,
analysis and market-tested experience, we build from a breadth of active and index
strategies to create cost-effective solutions. As stewards, we help portfolio companies see
that what is fair for people and sustainable for the planet can deliver long-term
performance. And, as pioneers in index, ETF, and ESG investing, we are always inventing
new ways to invest. As a result, we have become the world's fourth-largest asset manager*
with US $4.14 trillion† under our care.

*
Pensions & Investments Research Center, as of December 31, 2020.
This figure is presented as of December 31, 2021 and includes approximately $61.43 billion of assets with respect to SPDR products for which State Street Global Advisors Funds Distributors, LLC (SSGA FD) acts solely as the marketing agent. SSGA FD and State Street Global Advisors are affiliated.


ssga.com
State Street Global Advisors Worldwide Entities
Abu Dhabi: State Street Global Advisors Limited, ADGM Branch, Al Khatem Tower, Suite 42801, Level 28, ADGM Square, Al Maryah Island, P.O Box 76404, Abu Dhabi, United Arab Emirates. Regulated by the ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. Australia: State Street Global Advisors, Australia, Limited (ABN 42 003 914 225) is the holder of an Australian Financial Services License (AFSL Number 238276). Registered office: Level 14, 420 George Street, Sydney, NSW 2000, Australia. T: +612 9240-7600. F: +612 9240-7611. Belgium: State Street Global Advisors Belgium, Chaussée de La Hulpe 185, 1170 Brussels, Belgium. T: +32 2 663 2036. State Street Global Advisors Belgium is a branch office of State Street Global Advisors Europe Limited, registered in Ireland with company number 49934, authorized and regulated by the Central Bank of
Ireland, and whose registered office is at 78 Sir John Rogerson's Quay, Dublin 2. Canada: State Street Global Advisors, Ltd., 1981 McGill College Avenue, Suite 500, Montreal, Qc, H3A 3A8, T: +514 282 2400 and 30 Adelaide Street East Suite 800, Toronto, Ontario M5C 3G6. T: +647 775 5900. France: State Street Global Advisors Europe Limited, France Branch (State Street Global Advisors France) is a branch of State Street Global Advisors Europe Limited, registered in Ireland with company number 49934, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogerson's Quay, Dublin 2. State Street Global Advisors France is registered in France with company number RCS Nanterre 899 183 289, and its office is located at Coeur Défense — Tour A — La Défense 4, 33e étage, 100, Esplanade du Général de Gaulle, 92 932 Paris La Défense Cedex, France. T: +33 1 44 45 40 00. F: +33 1 44 45 41 92. Germany: State Street Global Advisors Europe Limited, Branch
in Germany, Brienner Strasse 59, D-80333 Munich, Germany (State Street Global Advisors Germany). T: +49 (0)89 55878 400. State Street Global Advisors Germany is a branch of State Street Global Advisors Europe Limited, registered in Ireland with company number 49934, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogerson's Quay, Dublin 2. Hong Kong: State Street Global Advisors Asia Limited, 68/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong. T: +852 2103-0288. F: +852 2103-0200. Ireland: State Street Global Advisors Europe Limited is regulated by the Central Bank of Ireland. Registered office address 78 Sir John Rogerson's Quay, Dublin 2. Registered Number: 49934. T: +353 (0)1 776 3000. F: +353 (0)1 776 3300. Italy: State Street Global Advisors Europe Limited, Italy Branch (State Street Global Advisors Italy) is a branch of State Street Global Advisors Europe Limited, registered in Ireland with company
number 49934, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogerson's Quay, Dublin 2. State Street Global Advisors Italy is registered in Italy with company number 11871450968 — REA: 2628603 and VAT number 11871450968, and its office is located at Via Ferrante Aporti, 10 -20125 Milan, Italy. T: +39 02 32066 100. F: +39 02 32066 155. Japan: State Street Global Advisors (Japan) Co., Ltd., Toranomon Hills Mori Tower 25F 1-23-1 Toranomon, Minato-ku, Tokyo 105-6325 Japan. T: +81-3-4530- 7380. Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345), Membership: Japan Investment Advisers Association, The Investment Trust Association, Japan, Japan Securities Dealers' Association. Netherlands: State Street Global Advisors Netherlands, Apollo Building 7th floor, Herikerbergweg 29, 1101 CN Amsterdam, Netherlands. T: +31 20 7181 000. State Street Global Advisors Netherlands is a branch office of
B-53

State Street Global Advisors Europe Limited, registered in Ireland with company number 49934, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogerson's Quay, Dublin 2. Singapore: State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Reg. No: 200002719D, regulated by the Monetary Authority of Singapore).
T: +65 6826-7555. F: +65 6826-7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Registered with the Register of Commerce Zurich CHE-105.078.458. T: +41 (0)44 245 70 00. F: +41 (0)44 245 70 16. United Kingdom: State Street Global Advisors Limited. Authorized and regulated by the Financial Conduct Authority. Registered in England. Registered No. 2509928. VAT No. 5776591 81. Registered office: 20 Churchill
Place, Canary Wharf, London, E14 5HJ. T: 020 3395 6000. F: 020 3395 6350. United States: State Street Global Advisors, 1 Iron Street, Boston, MA 02210-1641. T: +1 617 786 3000.
The whole or any part of this work may not be reproduced, copied or transmitted or any of its contents disclosed to third parties without SSGA's express written consent.
© 2022 State Street Corporation.
All Rights Reserved.
ID949710-3479913.2.1.GBL.RTL 0322
Exp. Date: 03/31/2023
B-54

 
 
 
March 2022
 
North America (United States & Canada)
 
Proxy Voting and
Engagement Guidelines
 
State Street Global Advisors' North America Proxy
Voting and Engagement Guidelinesi outline our
expectations of companies listed on stock exchanges in
the US and Canada. These Guidelines complement and
should be read in conjunction with State Street Global
Advisors' Global Proxy Voting and Engagement
Principles, which provide a detailed explanation of our
approach to voting and engaging with companies, and
State Street Global Advisors' Conflict Mitigation
Guidance.
 
 

i
These Proxy Voting and Engagement Guidelines are also applicable to SSGA Funds Management, Inc. SSGA Funds Management, Inc. is an SEC-registered investment adviser. SSGA Funds Management, Inc., State Street Global Advisors Trust Company, and other advisory affiliates of State Street make up State Street Global Advisors, the investment management arm of State Street Corporation.
B-55

 
 
 
 
 
State Street Global Advisors' North America Proxy Voting and Engagement Guidelines
address areas, including board structure, director tenure, audit related issues, capital
structure, executive compensation, as well as environmental, social, and other
governance-related issues of companies listed on stock exchanges in the US and Canada
(North America).
 
When voting and engaging with companies in global markets, we consider market specific
nuances in the manner that we believe will most likely protect and promote the long-term
economic value of client investments. We expect companies to observe the relevant laws
and regulations of their respective markets, as well as country specific best practice
guidelines and corporate governance codes. When we feel that a country's regulatory
requirements do not address some of the key philosophical principles that we believe are
fundamental to its global voting guidelines, we may hold companies in such markets to our
global standards.
 
In its analysis and research about corporate governance issues in North America, we
expect all companies to act in a transparent manner and to provide detailed disclosure on
board profiles, related-party transactions, executive compensation, and other governance
issues that impact shareholders' long-term interests. Further, as a founding member of the
Investor Stewardship Group (ISG), we proactively monitor companies' adherence to the
Corporate Governance Principles for US listed companies. Consistent with the comply-or-
explain expectations established by the principles, we encourage companies to proactively
disclose their level of compliance with the principles. In instances of non-compliance when
companies cannot explain the nuances of their governance structure effectively, either
publicly or through engagement, we may vote against the independent board leader.
 
 
State Street Global
Advisors' Proxy Voting
and Engagement
Philosophy
Corporate governance and sustainability issues are an integral part of the investment
process. The Asset Stewardship Team consists of investment professionals with expertise
in corporate governance and company law, remuneration, accounting, and environmental
and social issues. We have established robust corporate governance principles and
practices that are backed with extensive analytical expertise to understand the
complexities of the corporate governance landscape. We engage with companies to
provide insight on the principles and practices that drive our voting decisions. We also
conduct proactive engagements to address significant shareholder concerns and
environmental, social, and governance (ESG) issues in a manner consistent with
maximizing shareholder value.
 
The team works alongside members of State Street Global Advisors' Active Fundamental
and various other investment teams, collaborating on issuer engagements and providing
input on company specific fundamentals. We are also a member of various investor
associations that seek to address broader corporate governance related policy issues in
North America.
 
State Street Global Advisors is a signatory to the United Nations Principles of Responsible
Investment (UNPRI) and is compliant with the US Investor Stewardship Group Principles.
We are committed to sustainable investing and are working to further integrate ESG
principles into investment and corporate governance practices, where applicable and
consistent with our fiduciary duty.
B-56

 
 
Directors and Boards
Principally, we believe the primary responsibility of the board of directors is to preserve
and enhance shareholder value and protect shareholder interests. In order to carry out
their primary responsibilities, directors have to undertake activities that range from setting
strategy and overseeing executive management to monitoring the risks that arise from a
company's business, including risks related to sustainability issues. Further, good
corporate governance necessitates the existence of effective internal controls and risk
management systems, which should be governed by the board.
 
State Street Global Advisors believes that a well constituted board of directors, with a
balance of skills, expertise, and independence, provides the foundations for a well
governed company. We view board quality as a measure of director independence, director
succession planning, board diversity, evaluations and refreshment, and company
governance practices. We vote for the election/re-election of directors on a case-by-case
basis after considering various factors, including board quality, general market practice,
and availability of information on director skills and expertise. In principle, we believe
independent directors are crucial to robust corporate governance and help management
establish sound corporate governance policies and practices. A sufficiently independent
board will most effectively monitor management and perform oversight functions
necessary to protect shareholder interests.
 
Director-related proposals include issues submitted to shareholders that deal with the
composition of the board or with members of a corporation's board of directors. In
deciding the director nominee to support, we consider numerous factors.
 
Director Elections
 
Our director election guideline focuses on companies' governance profile to identify if a
company demonstrates appropriate governance practices or if it exhibits negative
governance practices. Factors we consider when evaluating governance practices include,
but are not limited to the following:
 
Shareholder rights
 
Board independence
 
Board structure
 
If a company demonstrates appropriate governance practices, we believe a director should
be classified as independent based upon the relevant listing standards or local market
practice standards. In such cases, the composition of the key oversight committees of a
board should meet the minimum standards of independence. Accordingly, we will vote
against a nominee at a company with appropriate governance practices if the director is
classified as non-independent under relevant listing standards or local market practice and
serves on a key committee of the board (compensation, audit, nominating, or committees
required to be fully independent by local market standards).
 
Conversely, if a company demonstrates negative governance practices, State Street
Global Advisors believes the classification standards for director independence should be
elevated. In such circumstances, we will evaluate all director nominees based upon the
following classification standards:
 
Is the nominee an employee of or related to an employee of the issuer or its auditor?
 
Does the nominee provide professional services to the issuer
B-57

 
Has the nominee attended an appropriate number of board meetings?
 
Has the nominee received non-board related compensation from the issuer?
 
In the US market where companies demonstrate negative governance practices, these
stricter standards will apply not only to directors who are a member of a key committee but
to all directors on the board as market practice permits. Accordingly, we will vote against a
nominee (with the exception of the CEO) where the board has inappropriate governance
practices and is considered not independent based on the above independence criteria.
 
Additionally, we may withhold votes from directors based on the following:
 
Overall average board tenure is excessive. In assessing excessive tenure, we consider
factors such as the preponderance of long tenured directors, board refreshment
practices, and classified board structures
 
Directors attend less than 75 percent of board meetings without appropriate
explanation or providing reason for their failure to meet the attendance threshold
 
Directors of companies that have not been responsive to a shareholder proposal that
received a majority shareholder support at the last annual or special meeting
 
Consideration can be warranted if management submits the proposal(s) on the ballot
as a binding management proposal, recommending shareholders vote for the
particular proposal(s)
 
Directors of companies have unilaterally adopted/ amended company bylaws that
negatively impact our shareholder rights (such as fee-shifting, forum selection, and
exclusion service bylaws) without putting such amendments to a shareholder vote
 
Compensation committee members where there is a weak relationship between
executive pay and performance over a five-year period
 
Audit committee members if non-audit fees exceed 50 percent of total fees paid to the
auditors
 
Directors who appear to have been remiss in their duties
 
Board Gender Diversity
 
We expect boards of all listed companies to have at least one female board member. If a
company fails to meet this expectation, State Street Global Advisors may vote against the
Chair of the board's nominating committee or the board leader in the absence of a
nominating committee, if necessary. Additionally, if a company fails to meet this
expectation for three consecutive years, State Street Global Advisors may vote against all
incumbent members of the nominating committee.
 
Board Racial/Ethnic Diversity
 
We believe that companies have a responsibility to effectively manage and disclose risks
and opportunities related to racial and ethnic diversity. If a company in the S&P 500 does
not disclose, at minimum, the gender, racial and ethnic composition of its board, we may
vote against the Chair of the nominating committee. We may withhold support from the
Chair of the nominating committee also when a company in the S&P 500 does not have at
least one director from an underrepresented community on its board.
B-58

 
Workforce Diversity
 
We may vote against the Chair of the compensation committee at companies in the S&P
500 that do not disclose their EEO-1 reports. Acceptable disclosures include:
 
The original EEO-1 report response
 
The exact content of the report translated into custom graphics
 
Director Time Commitments
 
When voting on the election or re-election of a director, we also consider the number of
outside board directorships a non-executive and an executive may undertake. Thus, State
Street Global Advisors may take voting action against a director who exceeds the number
of board mandates listed below:
 
Named Executive Officers (NEOs) of a public company who sit on more than two
public company boards
 
Non-executive board chairs or lead independent directors who sit on more than three
public company boards
 
Director nominees who sit on more than four public company boards
 
For non-executive board chairs/lead independent directors and director nominees who hold
excessive commitments, as defined above, we may consider waiving our policy and vote in
support of a director if a company discloses its director commitment policy in a publicly
available manner (e.g., corporate governance guidelines, proxy statement, company
website). This policy or associated disclosure must include:
 
A numerical limit on public company board seats a director can serve on
 
This limit cannot exceed our policy by more than one seat
 
Consideration of public company board leadership positions (e.g., Committee Chair)
 
Affirmation that all directors are currently compliant with the company policy
 
Description of an annual policy review process undertaken by the Nominating
Committee to evaluate outside director time commitments
 
If a director is imminently leaving a board and this departure is disclosed in a written,
time-bound and publicly-available manner, we may consider waiving our withhold vote
when evaluating the director for excessive time commitments.
 
Service on a mutual fund board, the board of a UK investment trust or a Special Purpose
Acquisition Company (SPAC) board is not considered when evaluating directors for
excessive commitments. However, we do expect these roles to be considered by
nominating committees when evaluating director time commitments.
B-59

 
Incorporating R-Factor™ into Director Votes
 
R-Factor™ is a scoring system created by State Street Global Advisors that measures the
performance of a company's business operations and governance as it relates to
financially material ESG factors facing the company's industry. R-Factor™ encourages
companies to manage and disclose material, industry-specific ESG risks and
opportunities, thereby reducing investment risk across our own portfolio and the broader
market. State Street Global Advisors may take voting action against the senior
independent board leader at companies on the S&P 500 that are R-Factor™ laggards1 and
momentum underperformers2 and cannot articulate how they plan to improve their score.
 
Climate-related Disclosure
 
We believe climate change poses a systemic risk to all companies in our portfolio.
 
State Street Global Advisors has publicly supported the global regulatory efforts to
establish a mandatory baseline of climate risk disclosures for all companies. Until these
consistent disclosure standards are established, we find that the recommendations of the
Taskforce on Climate-related Financial Disclosures (TCFD) provide the most effective
framework by which companies can develop strategies to plan for climate-related risks and
make their businesses more resilient to the impacts of climate change.
 
As such, we may vote against the independent board leader at companies in the S&P 500
and S&P/TSX Composite that fail to provide sufficient disclosure in accordance with the
TCFD framework, including:
 
Board oversight of climate-related risks and opportunities
 
Total Scope 1 and Scope 2 greenhouse gas emissions
 
Targets for reducing greenhouse gas emissions
 
Director-Related Proposals
 
We generally vote for the following director-related proposals:
 
Discharge of board members' duties, in the absence of pending litigation, regulatory
investigation, charges of fraud, or other indications of significant concern
 
Proposals to restore shareholders' ability in order 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
 
We generally vote against the following director-related proposals:
 
Requirements that candidates for directorships own large amounts of stock before
being eligible to be elected
 
Proposals that relate to the transaction of other business as properly comes before
the meeting, which extend blank check powers to those acting as proxy

1
Bottom 10 percent of scores relative to industry peers.
2
Have consistently underperformed their peers over the last two years; bottom 30 percent of scores relative to industry peers.
B-60

 
Proposals requiring two candidates per board seat
 
Majority Voting
 
We will generally support a majority vote standard based on votes cast for the election of
directors.
 
We will generally vote to support amendments to bylaws that would require simple majority
of voting shares (i.e. shares cast) to pass or to repeal certain provisions.
 
Annual Elections
 
We generally support the establishment of annual elections of the board of directors.
Consideration is given to the overall level of board independence and the independence of
the key committees, as well as the existence of a shareholder rights plan.
 
Cumulative Voting
 
We do not support cumulative voting structures for the election of directors.
 
Separation Chair/CEO
 
We analyze proposals for the separation of Chair/CEO on a case-by-case basis taking into
consideration numerous factors, including the appointment of and role played by a lead
director, a company's performance, and the overall governance structure of the company.
 
However, we may take voting action against the chair or members of the nominating
committee at S&P 500 companies that have combined the roles of chair and CEO and
have not appointed a lead independent director.
 
Proxy Access
 
In general, we believe that proxy access is a fundamental right and an accountability
mechanism for all long-term shareholders. We will consider proposals relating to proxy
access on a case-by-case basis. We will support shareholder proposals that set
parameters to empower long-term shareholders while providing management the flexibility
to design a process that is appropriate for the company's circumstances.
 
We will review the terms of all other proposals and will support those proposals that have
been introduced in the spirit of enhancing shareholder rights.
 
Considerations include the following:
 
The ownership thresholds and holding duration proposed in the resolution
 
The binding nature of the proposal
 
The number of directors that shareholders may be able to nominate each year
 
Company governance structure
 
Shareholder rights
 
Board performance
 
Age/Term Limits
 
Generally, we will vote against age and term limits unless the company is found to have
poor board refreshment and director succession practices, and has a preponderance of
non-executive directors with excessively long tenures serving on the board.
B-61

 
Approve Remuneration of Directors
 
Generally, we will support directors' compensation, provided the amounts are not
excessive relative to other issuers in the market or industry. In making our determination,
we review whether the compensation is overly dilutive to existing shareholders.
 
Indemnification
 
Generally, we support proposals to limit directors' liability and/or expand indemnification
and liability protection if he or she has not acted in bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of his or her office.
 
Classified Boards
 
We generally support annual elections for the board of directors.
 
Confidential Voting
 
We will support confidential voting.
 
Board Size
 
We will support proposals seeking to fix the board size or designate a range for the board
size and will vote against proposals that give management the ability to alter the size of the
board outside of a specified range without shareholder approval.
 
Board Responsiveness
 
We may vote against the re-election of members of the compensation committee if we
have serious concerns about remuneration practices and if the company has not been
responsive to shareholder pressure to review its approach. In addition, if the level of
dissent against a management proposal on executive pay is consistently high, and we
have determined that a vote against a pay-related proposal is warranted in the third
consecutive year, we may vote against the Chair of the compensation committee.
 
 
Audit-Related Issues
Ratifying Auditors and Approving Auditor Compensation
 
We support the approval of auditors and auditor compensation provided that the issuer
has properly disclosed audit and non-audit fees relative to market practice and the audit
fees are not deemed excessive. We deem audit fees to be excessive if the non-audit fees
for the prior year constituted 50 percent or more of the total fees paid to the auditor. We will
also support the disclosure of auditor and consulting relationships when the same or
related entities are conducting both activities and will support the establishment of a
selection committee responsible for the final approval of significant management
consultant contract awards where existing firms are already acting in an auditing function.
 
In circumstances where other fees include fees related to initial public offerings,
bankruptcy emergence, and spin-offs, and the company makes public disclosure of the
amount and nature of those fees which are determined to be an exception to the standard
non-audit fee category, then such fees may be excluded from the non-audit fees
considered in determining the ratio of non-audit to audit/audit-related fees/tax compliance
and preparation for purposes of determining whether non-audit fees are excessive.
B-62

 
We will support the discharge of auditors and requirements that auditors attend the annual
meeting of shareholders.3
 
Approval of Financial Statements
 
The disclosure and availability of reliable financial statements in a timely manner is
imperative for the investment process. We expect external auditors to provide assurance of
a company's financial condition. Hence, we will vote against the approval of financial
statements if i) they have not been disclosed or audited; ii) the auditor opinion is qualified/
adverse, or the auditor has issued a disclaimer of opinion; or iii) the auditor opinion is not
disclosed.
 
 
Capital-Related Issues
Capital structure proposals include requests by management for approval of amendments
to the certificate of incorporation that will alter the capital structure of the company.
 
The most common request is for an increase in the number of authorized shares of
common stock, usually in conjunction with a stock split or dividend. Typically, we support
requests that are not unreasonably dilutive or enhance the rights of common shareholders.
In considering authorized share proposals, the typical threshold for approval is 100 percent
over current authorized shares. However, the threshold may be increased if the company
offers a specific need or purpose (merger, stock splits, growth purposes, etc.). All
proposals are evaluated on a case-by-case basis taking into account the company's
specific financial situation.
 
Increase in Authorized Common Shares
 
In general, we support share increases for general corporate purposes up to 100 percent
of current authorized stock.
 
We support increases for specific corporate purposes up to 100 percent of the specific
need plus 50 percent of current authorized common stock for US and Canadian firms.
 
When applying the thresholds, we will also consider the nature of the specific need, such
as mergers and acquisitions and stock splits.
 
Increase in Authorized Preferred Shares
 
We vote on a case-by-case basis on proposals to increase the number of preferred
shares.
 
Generally, we will vote for the authorization of preferred stock in cases where the company
specifies the voting, dividend, conversion, and other rights of such stock and the terms of
the preferred stock appear reasonable.
 
We will support proposals to create declawed blank check preferred stock (stock that
cannot be used as a takeover defense). However, we will vote against proposals to
increase the number of blank check preferred stock authorized for issuance when no
shares have been issued or reserved for a specific purpose.

3
Common for non-US issuers; request from the issuer to discharge from liability the directors or auditors with respect to actions taken by them during the previous year.
B-63

 
Unequal Voting Rights
 
We will not support proposals authorizing the creation of new classes of common stock
with superior voting rights and will vote against new classes of preferred stock with
unspecified voting, conversion, dividend distribution, and other rights. In addition, we will
not support capitalization changes that add blank check classes of stock (i.e. classes of
stock with undefined voting rights) or classes that dilute the voting interests of existing
shareholders.
 
However, we will support capitalization changes that eliminate other classes of stock and/
or unequal voting rights.
 
 
Mergers and Acquisitions
Mergers or the reorganization of the structure of a company often involve proposals
relating to reincorporation, restructurings, liquidations, and other major changes to the
corporation.
 
Proposals that are in the best interests of the shareholders, demonstrated by enhancing
share value or improving the effectiveness of the company's operations, will be supported.
 
In general, provisions that are not viewed as economically sound or are thought to be
destructive to shareholders' rights are not supported.
 
We will generally support transactions that maximize shareholder value. Some of the
considerations include the following:
 
Offer premium
 
Strategic rationale
 
Board oversight of the process for the recommended transaction, including, director
and/or management conflicts of interest
 
Offers made at a premium and where there are no other higher bidders
 
Offers in which the secondary market price is substantially lower than the net asset
value
 
We may vote against a transaction considering the following:
 
Offers with potentially damaging consequences for minority shareholders because of
illiquid stock, especially in some non-US markets
 
Offers where we believe there is a reasonable prospect for an enhanced bid or other
bidders
 
The current market price of the security exceeds the bid price at the time of voting
 
 
Anti–Takeover Issues
Typically, these are proposals relating to requests by management to amend the certificate
of incorporation or bylaws to add or to delete a provision that is deemed to have an
anti-takeover effect. The majority of these proposals deal with management's attempt to
add some provision that makes a hostile takeover more difficult or will protect incumbent
management in the event of a change in control of the company.
 
Proposals that reduce shareholders' rights or have the effect of entrenching incumbent
management will not be supported.
B-64

 
Proposals that enhance the right of shareholders to make their own choices as to the
desirability of a merger or other proposal are supported.
 
Shareholder Rights Plans
 
US We will support mandates requiring shareholder approval of a shareholder rights plans
(poison pill) and repeals of various anti-takeover related provisions.
 
In general, we will vote against the adoption or renewal of a US issuer's shareholder rights
plan (poison pill).
 
We will vote for an amendment to a shareholder rights plan (poison pill) where the terms
of the new plans are more favorable to shareholders' ability to accept unsolicited offers
(i.e. if one of the following conditions are met: (i) minimum trigger, flip-in or flip-over of 20
percent, (ii) maximum term of three years, (iii) no dead hand, slow hand, no hand
nor 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).
 
Canada We analyze proposals for shareholder approval of a shareholder rights plan
(poison pill) on a case-by-case basis taking into consideration numerous factors,
including but not limited to, whether it conforms to ‘new generation' rights plans and the
scope of the plan.
 
Special Meetings
 
We will vote for shareholder proposals related to special meetings at companies that do
not provide shareholders the right to call for a special meeting in their bylaws if:
 
The company also does not allow shareholders to act by written consent
 
The company allows shareholders to act by written consent but the ownership
threshold for acting by written consent is set above 25 percent of outstanding shares
 
We will vote for shareholder proposals related to special meetings at companies that give
shareholders (with a minimum 10 percent ownership threshold) the right to call for a
special meeting in their bylaws if:
 
The current ownership threshold to call for a special meeting is above 25 percent of
outstanding shares
 
We will vote for management proposals related to special meetings.
 
Written Consent
 
We will vote for shareholder proposals on written consent at companies if:
 
The company does not have provisions in their bylaws giving shareholders the right to
call for a special meeting
 
The company allows shareholders the right to call for a special meeting, but the
current ownership threshold to call for a special meeting is above 25 percent of
outstanding shares
 
The company has a poor governance profile
 
We will vote management proposals on written consent on a case-by-case basis.
B-65

 
Super–Majority
 
We will generally vote against amendments to bylaws requiring super-majority shareholder
votes to pass or repeal certain provisions. We will vote for the reduction or elimination of
super-majority vote requirements, unless management of the issuer was concurrently
seeking to or had previously made such a reduction or elimination.
 
 
Remuneration Issues
Despite the differences among the types of plans and the awards possible there is a
simple underlying philosophy that guides the analysis of all compensation plans; namely,
the terms of the plan should be designed to provide an incentive for executives and/or
employees to align their interests with those of the shareholders and thus work toward
enhancing shareholder value. Plans that benefit participants only when the shareholders
also benefit are those most likely to be supported.
 
Advisory Vote on Executive Compensation and Frequency
 
State Street Global Advisors believes executive compensation plays a critical role in
aligning executives' interest with shareholders', attracting, retaining and incentivizing key
talent, and ensuring positive correlation between the performance achieved by
management and the benefits derived by shareholders. We support management
proposals on executive compensation where there is a strong relationship between
executive pay and performance over a five-year period. We seek adequate disclosure of
various compensation elements, absolute and relative pay levels, peer selection and
benchmarking, the mix of long-term and short-term incentives, alignment of pay structures
with shareholder interests as well as with corporate strategy, and performance. Further
shareholders should have the opportunity to assess whether pay structures and levels are
aligned with business performance on an annual basis.
 
In Canada, where advisory votes on executive compensation are not commonplace, we will
rely primarily upon engagement to evaluate compensation plans.
 
Employee Equity Award Plans
 
We consider numerous criteria when examining equity award proposals. Generally we do
not vote against plans for lack of performance or vesting criteria. Rather the main criteria
that will result in a vote against an equity award plan are:
 
Excessive voting power dilution To assess the dilutive effect, we divide the number of
shares required to fully fund the proposed plan, the number of authorized but unissued
shares and the issued but unexercised shares by the fully diluted share count. We review
that number in light of certain factors, such as the industry of the issuer.
 
Historical option grants Excessive historical option grants over the past three years.
Plans that provide for historical grant patterns of greater than five to eight percent are
generally not supported.
 
Repricing We will vote against any plan where repricing is expressly permitted. If a
company has a history of repricing underwater options, the plan will not be supported.
 
Other criteria include the following:
 
Number of participants or eligible employees
 
The variety of awards possible
 
The period of time covered by the plan
B-66

 
There are numerous factors that we view as negative. If combined they may result in a
vote against a proposal. Factors include:
 
Grants to individuals or very small groups of participants
 
Gun-jumping grants which anticipate shareholder approval of a plan or amendment
 
The power of the board to exchange underwater options without shareholder
approval. This pertains to the ability of a company to reprice options, not the actual act
of repricing described above
 
Below market rate loans to officers to exercise their options
 
The ability to grant options at less than fair market value;
 
Acceleration of vesting automatically upon a change in control
 
Excessive compensation (i.e. compensation plans which we deem to be overly
dilutive)
 
Share Repurchases If a company makes a clear connection between a share repurchase
program and its intent to offset dilution created from option plans and the company fully
discloses the amount of shares being repurchased, the voting dilution calculation may be
adjusted to account for the impact of the buy back.
 
Companies will not have any such repurchase plan factored into the dilution calculation if
they do not (i) clearly state the intentions of any proposed share buy-back plan, (ii)
disclose a definitive number of the shares to be bought back, (iii) specify the range of
premium/discount to market price at which a company can repurchase shares, and (iv)
disclose the time frame during which the shares will be bought back.
 
162(m) Plan Amendments If a plan would not normally meet our criteria described above,
but was primarily amended to add specific performance criteria to be used with awards
that were designed to qualify for performance-based exception from the tax deductibility
limitations of Section 162(m) of the Internal Revenue Code, then we will support the
proposal to amend the plan.
 
Employee Stock Option Plans
 
We generally vote for stock purchase plans with an exercise price of not less than 85
percent of fair market value. However, we take market practice into consideration.
 
Compensation-Related Items
 
We generally support the following proposals:
 
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
 
We generally vote against the following proposal:
 
Retirement bonuses for non-executive directors and auditors
 
 
Miscellaneous/Routine
Items
We generally support the following miscellaneous/routine governance items:
B-67

 
Reimbursement of all appropriate proxy solicitation expenses associated with the
election when voting in conjunction with support of a dissident slate
 
Opting-out of business combination provision
 
Proposals that remove restrictions on the right of shareholders to act independently of
management
 
Liquidation of the company if the company will file for bankruptcy if the proposal is not
approved
 
Shareholder proposals to put option repricings to a shareholder vote
 
General updating of, or corrective amendments to, charter and bylaws not otherwise
specifically addressed herein, unless such amendments would reasonably be
expected to diminish shareholder rights (e.g. extension of directors' term limits,
amending shareholder vote requirement to amend the charter documents, insufficient
information provided as to the reason behind the amendment)
 
Change in corporation name
 
Mandates that amendments to bylaws or charters have shareholder approval
 
Management proposals to change the date, time, and/or location of the annual
meeting unless the proposed change is unreasonable
 
Repeals, prohibitions or adoption of anti-greenmail provisions
 
Management proposals to implement a reverse stock split when the number of
authorized shares will be proportionately reduced and proposals to implement a
reverse stock split to avoid delisting
 
Exclusive forum provisions
 
State Street Global Advisors generally does not support the following miscellaneous/
routine governance items:
 
Proposals requesting companies to adopt full tenure holding periods for their
executives
 
Reincorporation to a location that we believe has more negative attributes than its
current location of incorporation
 
Shareholder proposals to change the date, time, and/or location of the annual meeting
unless the current scheduling or location is unreasonable
 
Proposals to approve other business when it appears as a voting item
 
Proposals giving the board exclusive authority to amend the bylaws
 
Proposals to reduce quorum requirements for shareholder meetings below a majority
of the shares outstanding unless there are compelling reasons to support the proposal
B-68

 
 
Environmental and Social
Issues
As a fiduciary, State Street Global Advisors takes a comprehensive approach to engaging
with our portfolio companies about material environmental and social (sustainability)
issues. We use our voice and our vote through engagement, proxy voting, and thought
leadership in order to communicate with issuers and educate market participants about
our perspective on important sustainability topics. Our Asset Stewardship program
prioritization process allows us to proactively identify companies for engagement and
voting in order to mitigate sustainability risks in our portfolio. Through engagement, we
address a broad range of topics that align with our stewardship priorities and build
long-term relationships with issuers. When voting, we fundamentally consider whether the
adoption of a shareholder proposal addressing a material sustainability issue would
promote long-term shareholder value in the context of the company's existing practices
and disclosures as well as existing market practice.
 
For more information on our approach to environmental and social issues, please see our
Global Proxy Voting and Engagement Guidelines for Environmental and Social Issues and
our Frameworks for Voting Environmental and Social Shareholder Proposals, both
available at ssga.com/about-us/asset-stewardship.html.
 
 
More Information
Any client who wishes to receive information on how its proxies were voted should contact
its State Street Global Advisors relationship manager.
 
 
About State Street Global
Advisors
For four decades, State Street Global Advisors has served the world's governments,
institutions and financial advisors. With a rigorous, risk-aware approach built on research,
analysis and market-tested experience, we build from a breadth of active and index
strategies to create cost-effective solutions. As stewards, we help portfolio companies see
that what is fair for people and sustainable for the planet can deliver long-term
performance. And, as pioneers in index, ETF, and ESG investing, we are always inventing
new ways to invest. As a result, we have become the world's fourth-largest asset manager*
with US $4.14 trillion† under our care.

*
Pensions & Investments Research Center, as of December 31, 2020.
This figure is presented as of December 31, 2021 and includes approximately $61.43 billion of assets with respect to SPDR products for which State Street Global Advisors Funds Distributors, LLC (SSGA FD) acts solely as the marketing agent. SSGA FD and State Street Global Advisors are affiliated.


ssga.com
State Street Global Advisors Worldwide Entities
Australia: State Street Global Advisors, Australia, Limited (ABN 42 003 914 225) is the holder of an Australian Financial Services Licence (AFSL Number 238276). Registered Office: Level 17, 420 George Street, Sydney, NSW 2000, Australia. T: +612 9240 7600. F: +612 9240 7611.
Belgium: State Street Global Advisors Belgium, Chausse de La Hulpe 120, 1000 Brussels, Belgium. T: +32 2 663 2036, F: +32 2 672 2077. SSGA Belgium is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Canada: State Street Global Advisors, Ltd., 770 Sherbrooke Street West, Suite
1200 Montreal, Quebec, H3A 1G1, T: +514 282 2400 and 30 Adelaide Street East Suite 500, Toronto, Ontario M5C 3G6. T: +647 775 5900. Dubai: State Street Bank and Trust Company (Representative Office), Boulevard Plaza 1, 17th Floor, Office 1703 Near Dubai Mall & Burj Khalifa, P.O Box 26838, Dubai, United Arab Emirates. T: +971 (0)4 4372800. F: +971 (0)4 4372818. France: State Street Global
Advisors France. Authorised and regulated by the Autorité des Marchés Financiers. Registered with the Register of Commerce and Companies of Nanterre under the number: 412 052 680. Registered Office: Immeuble Défense Plaza, 23-25 rue Delarivière-Lefoullon, 92064 Paris La Défense Cedex, France. T: +33 1 44 45 40 00. F: +33 1 44 45 41 92. Germany: State Street Global Advisors GmbH, Brienner Strasse
B-69

59, D-80333 Munich. T: +49 (0)89 55878 100. F: +49 (0)89 55878 440. Hong Kong: State Street Global Advisors Asia Limited, 68/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong. T: +852 2103 0288. F: +852 2103 0200. Ireland: State Street Global Advisors Ireland Limited is regulated by the Central Bank of Ireland. Incorporated and registered in Ireland at Two Park Place, Upper Hatch Street, Dublin 2. Registered Number: 145221. Member of the Irish Association of Investment Managers. T: +353 (0)1 776 3000. F: +353 (0)1 776 3300. Italy: State Street Global Advisors Limited, Milan Branch (Sede Secondaria di Milano) is a branch of State Street Global Advisors Limited, a company registered in the UK, authorised and regulated by the Financial Conduct Authority (FCA ), with a
capital of GBP 71'650'000.00, and whose registered office is at 20 Churchill Place, London E14 5HJ. State Street Global Advisors Limited, Milan Branch (Sede Secondaria di Milano), is registered in Italy with company number 06353340968 - R.E.A. 1887090 and VAT number 06353340968 and whose office is at Via dei Bossi, 4 -20121 Milano, Italy. T: 39 02 32066 100. F: 39 02 32066 155. Japan: State Street Global Advisors (Japan) Co., Ltd., 9-7-1 Akasaka, Minato-ku, Tokyo 107-6239. T: +813 4530 7380. Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345). Japan Investment Advisers Association, Investment Trusts Association Japan, Japan Securities Dealers Association. Netherlands: State Street Global Advisors Netherlands, Adam Smith
Building, Thomas Malthusstraat 1-3, 1066 JR Amsterdam, Netherlands. T: +31 (0)20 7181701. State Street Global Advisors Netherlands is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Singapore: State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Registered Number: 200002719D). T: +65 6826 7500. F: +65 6826 7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. T: +41 (0)44 245 70 00. F: +41 (0)44 245 70 16. United Kingdom: State Street Global Advisors Limited. Authorised and regulated by the Financial Conduct Authority.
Registered in England. Registered Number: 2509928. VAT Number: 5776591 81. Registered Office: 20 Churchill Place, Canary Wharf, London, E14 5HJ. T: +020 3395 6000. F: +020 3395 6350. United States: State Street Global Advisors, One Lincoln Street, Boston, MA 02111-2900. T: +617 786 3000.
The whole or any part of this work may not be reproduced, copied or transmitted or any of its contents disclosed to third parties without State Street Global Advisors' express written consent.
© 2022 State Street Corporation.
All Rights Reserved.
ID949712-3479916.2.1.GBL.RTL 0322
Exp. Date: 03/31/2023
B-70

 
 
 
March 2022
 
United Kingdom and Ireland
 
Proxy Voting and
Engagement Guidelines
 
State Street Global Advisors' United Kingdom and
Ireland Proxy Voting and Engagement Guidelinesi
outline our expectations of companies listed on stock
exchanges in the United Kingdom and Ireland. These
Guidelines complement and should be read in
conjunction with State Street Global Advisors' Global
Proxy Voting and Engagement Principles, which provide
a detailed explanation of our approach to voting and
engaging with companies, and State Street Global
Advisors' Conflict Mitigation Guidelines.
 
 

i
These Proxy Voting and Engagement Guidelines are also applicable to SSGA Funds Management, Inc. SSGA Funds Management, Inc. is an SEC-registered investment adviser. SSGA Funds Management, Inc., State Street Global Advisors Trust Company, and other advisory affiliates of State Street make up State Street Global Advisors, the investment management arm of State Street Corporation.
B-71

 
 
 
 
 
State Street Global Advisors' United Kingdom (UK) and Ireland Proxy Voting and
Engagement Guidelines address areas including board structure, audit-related issues,
capital structure, remuneration, environmental, social and other governance-related issues.
 
When voting and engaging with companies in global markets, we consider market specific
nuances in the manner that we believe will most likely protect and promote the long-term
economic value of client investments. We expect companies to observe the relevant laws
and regulations of their respective markets, as well as country-specific best practice
guidelines and corporate governance codes. When we identify that a country's regulatory
requirements do not address some of the key philosophical principles that we believe are
fundamental to our global voting guidelines, we may hold companies in such markets to
our global standards.
 
In our analysis and research into corporate governance issues in the UK and Ireland, we
expect all companies that obtain a primary listing on the London Stock Exchange or the
Irish Stock Exchange, regardless of domicile, to comply with the UK Corporate
Governance Code, and proactively monitor companies' adherence to the Code. Consistent
with the ‘comply or explain' expectations established by the Code, we encourage
companies to proactively disclose their level of compliance with the Code. In instances of
non-compliance in which companies cannot explain the nuances of their governance
structure effectively, either publicly or through engagement, we may vote against the
independent board leader.
 
 
State Street Global
Advisors' Proxy Voting
and Engagement
Philosophy
In our view, corporate governance and sustainability issues are an integral part of the
investment process. The Asset Stewardship Team consists of investment professionals
with expertise in corporate governance and company law, remuneration, accounting, and
environmental and social issues. We have established robust corporate governance
principles and practices that are backed with extensive analytical expertise to understand
the complexities of the corporate governance landscape. We engage with companies to
provide insight on the principles and practices that drive our voting decisions. We also
conduct proactive engagement to address significant shareholder concerns and
environmental, social and governance (ESG) issues in a manner consistent with
maximizing shareholder value.
 
The team works alongside members of State Street Global Advisors' Active Fundamental
and Europe, Middle East and Africa (EMEA) Investment teams. We collaborate on issuer
engagements and provide input on company specific fundamentals. We are also a member
of various investor associations that seek to address broader corporate governance
related policy issues in the UK and European markets.
 
State Street Global Advisors is a signatory to the United Nations Principles for
Responsible Investment (UNPRI) and is compliant with the UK Stewardship Code. We
are committed to sustainable investing, and are working to further integrate ESG principles
into investment and corporate governance practice where applicable and consistent with
our fiduciary duty.
B-72

 
 
Directors and Boards
Principally, we believe the primary responsibility of a board of directors is to preserve and
enhance shareholder value and to protect shareholder interests. In order to carry out their
primary responsibilities, directors have to undertake activities that range from setting
strategy, overseeing executive management, and monitoring the risks that arise from a
company's business, including risks related to sustainability issues. Further, good
corporate governance necessitates the existence of effective internal controls and risk
management systems, which should be governed by the board.
 
We believe that a well constituted board of directors, with a balance of skills, expertise and
independence, provides the foundations for a well governed company. We view board
quality as a measure of director independence, director succession planning, board
diversity, evaluations and refreshment, and company governance practices. We vote for the
(re-)election of directors on a case-by-case basis after considering various factors,
including board quality, general market practice, and availability of information on director
skills and expertise. In principle, we believe independent directors are crucial to robust
corporate governance and help management establish sound corporate governance
policies and practices. A sufficiently independent board will most effectively monitor
management and perform oversight functions necessary to protect shareholder interests.
 
Our broad criteria for director independence for UK companies include factors such as:
 
Participation in related-party transactions and other business relations with the
company
 
Employment history with company
 
Excessive tenure and a preponderance of long-tenured directors
 
Relations with controlling shareholders
 
Family ties with any of the company's advisers, directors or senior employees
 
Company classification of a director as non-independent
 
When voting on the election or re-election of a director, we also consider the number of
outside board directorships a non-executive and an executive may undertake. Thus, we
may withhold votes from board chairs and lead independent directors who sit on more than
three public company boards, and from non-executive directors who hold more than four
public company board mandates. We may also take voting action against Named
Executive Officers who undertake more than two public board memberships. Service on a
mutual fund board or a UK investment trust is not considered when evaluating directors for
excessive commitments.
 
We also consider attendance at board meetings and may withhold votes from directors
who attend less than 75 percent of board meetings in a given year without appropriate
explanation or providing reason for their failure to meet the attendance threshold. In
addition, we monitor other factors that may influence the independence of a non-executive
director, such as performance-related pay, cross-directorships and significant
shareholdings.
 
We support the annual election of directors.
B-73

 
While we are generally supportive of having the roles of chair and CEO separated in the
UK market, we assess the division of responsibilities between chair and CEO on a
case-by-case basis, giving consideration to factors such as the company's specific
circumstances, overall level of independence on the board and general corporate
governance standards in the company. Similarly, we monitor for circumstances in which a
combined chair/CEO is appointed or a former CEO becomes chair.
 
We may also consider factors such as board performance and directors who appear to be
remiss in the performance of their oversight responsibilities when considering their
suitability for reappointment (e.g. fraud, criminal wrongdoing and breach of fiduciary
responsibilities).
 
We believe companies should have committees for audit, remuneration and nomination
oversight. The audit committee is responsible for monitoring the integrity of the financial
statements of the company, the appointment of external auditors, auditor qualifications
and independence, and effectiveness and resource levels. Similarly, executive pay is an
important aspect of corporate governance, and it should be determined by the board of
directors. We expect companies to have remuneration committees to provide independent
oversight over executive pay. We will vote against nominees who are executive members of
audit or remuneration committees.
 
We consider whether board members have adequate skills to provide effective oversight of
corporate strategy, operations and risks, including environmental and social issues. Boards
should also have a regular evaluation process in place to assess the effectiveness of the
board and the skills of board members to address issues such as emerging risks, changes
to corporate strategy, and diversification of operations and geographic footprint. The
nomination committee is responsible for evaluating and reviewing the balance of skills,
knowledge, and experience of the board. It also ensures that adequate succession plans
are in place for directors and the CEO. We may vote against the re-election of members of
the nomination committee if, over time, the board has failed to address concerns over
board structure or succession.
 
Poorly structured executive compensation plans pose increasing reputational risk to
companies. Ongoing high level of dissent against a company's compensation proposals
may indicate that the company is not receptive to investor concerns. If the level of dissent
against a company's remuneration report and/or remuneration policy is consistently high,
and we have determined that a vote against a pay-related proposal is warranted in the
third consecutive year, we will vote against the Chair of the remuneration committee.
 
Board Gender Diversity
 
We expect boards of all listed companies to have at least one female board member. If a
company fails to meet this expectation, State Street Global Advisors may vote against the
chair of the board's nominating committee or the board leader in the absence of a
nominating committee, if necessary. Additionally, if a company fails to meet this
expectation for three consecutive years, State Street Global Advisors may vote against all
incumbent members of the nominating committee.
B-74

 
Board Racial/Ethnic Diversity
 
We believe that companies have a responsibility to effectively manage and disclose risks
and opportunities related to racial and ethnic diversity. If a company in the FTSE 100 does
not disclose, at minimum, the gender, racial and ethnic composition of its board, we will
vote against the Chair of the nominating committee. We may withhold support from the
Chair of the nominating committee also when a company in the FTSE 100 does not have
at least one director from an underrepresented community on its board.
 
Director Time Commitments
 
When voting on the election or re-election of a director, we also consider the number of
outside board directorships a non-executive and an executive may undertake. Thus, State
Street Global Advisors may take voting action against a director who exceeds the number
of board mandates listed below:
 
Named Executive Officers (NEOs) of a public company who sit on more than two
public company boards
 
Non-executive board chairs or lead independent directors who sit on more than three
public company boards
 
Director nominees who sit on more than four public company boards
 
For non-executive board chairs/lead independent directors and director nominees who hold
excessive commitments, as defined above, we may consider waiving our policy and vote in
support of a director if a company discloses its director commitment policy in a publicly
available manner (e.g., corporate governance guidelines, proxy statement, company
website). This policy or associated disclosure must include:
 
A numerical limit on public company board seats a director can serve on
 
This limit cannot exceed our policy by more than one seat
 
Consideration of public company board leadership positions (e.g., Committee Chair)
 
Affirmation that all directors are currently compliant with the company policy
 
Description of an annual policy review process undertaken by the Nominating
Committee to evaluate outside director time commitments
 
If a director is imminently leaving a board and this departure is disclosed in a written,
time-bound and publicly-available manner, we may consider waiving our withhold vote
when evaluating the director for excessive time commitments.
 
Service on a mutual fund board, the board of a UK investment trust or a Special Purpose
Acquisition Company (SPAC) board is not considered when evaluating directors for
excessive commitments. However, we do expect these roles to be considered by
nominating committees when evaluating director time commitments.
 
Incorporating R-FactorTM into Director Votes
B-75

 
R-FactorTM is a scoring system created by State Street Global Advisors that measures the
performance of a company's business operations and governance as it relates to
financially material ESG factors facing the company's industry. R-FactorTM encourages
companies to manage and disclose material, industry-specific ESG risks and
opportunities, thereby reducing investment risk across our own portfolio and the broader
market. State Street Global Advisors may take voting action against the independent board
leader at companies listed on the FTSE 350 that are R-FactorTM laggards1 and momentum
underperformers2 and cannot articulate how they plan to improve their score.
 
Climate-related Disclosure
 
We believe climate change poses a systemic risk to all companies in our portfolio.
 
State Street Global Advisors has publicly supported the global regulatory efforts to
establish a mandatory baseline of climate risk disclosures for all companies. Until these
consistent disclosure standards are established, we find that the recommendations of the
Taskforce on Climate-related Financial Disclosures (TCFD) provide the most effective
framework by which companies can develop strategies to plan for climate-related risks and
make their businesses more resilient to the impacts of climate change.
 
As such, we may vote against the independent board leader at companies in the FTSE
350 that fail to provide sufficient disclosure in accordance with the TCFD framework,
including:
 
Board oversight of climate-related risks and opportunities
 
Total Scope 1 and Scope 2 greenhouse gas emissions
 
Targets for reducing greenhouse gas emissions
 
Indemnification and Limitations on Liability
 
Generally, we support proposals to limit directors' liability and/or expand indemnification
and liability protection up to the limit provided by law. This holds if a director has not acted
in bad faith, gross negligence, nor reckless disregard of the duties involved in the conduct
of his or her office.
 
 
Audit-Related Issues
Companies should have robust internal audit and internal control systems designed for
effective management of any potential and emerging risks to company operations and
strategy. The responsibility of setting out an internal audit function lies with the audit
committee, which should have as members independent non-executive directors.

1
Bottom 10 percent of scores relative to industry peers.
2
Have consistently underperformed their peers over the last two years; bottom 30 percent of scores relative to industry peers.
B-76

 
Appointment of External Auditors
 
State Street Global Advisors believes that a company's auditor is an essential feature of
an effective and transparent system of external supervision. Shareholders should be given
the opportunity to vote on their appointment or re-appoint at the annual meeting. When
appointing external auditors and approving audit fees, we take into consideration the level
of detail in company disclosures and will generally not support such resolutions if an
adequate breakdown is not provided and if non-audit fees are more than 50% of audit
fees. In addition, we may vote against members of the audit committee if we have
concerns with audit-related issues or if the level of non-audit fees to audit fees is
significant. In certain circumstances, we may consider auditor tenure when evaluating the
audit process.
 
Limit Legal Liability of External Auditors
 
We generally oppose limiting the legal liability of audit firms because we believe this could
create a negative impact on the quality of the audit function.
 
Approval of Financial Statements
 
The disclosure and availability of reliable financial statements in a timely manner is
imperative for the investment process. We expect external auditors to provide assurance of
a company's financial condition. Hence, we will vote against the approval of financial
statements if i) they have not been disclosed or audited; ii) the auditor opinion is qualified/
adverse, or the auditor has issued a disclaimer of opinion; or iii) the auditor opinion is not
disclosed.
 
 
Shareholder Rights and
Capital-Related Issues
Share Issuances
 
The ability to raise capital is critical for companies to carry out strategy, to grow, and to
achieve returns above their cost of capital. The approval of capital raising activities is
essential to shareholders' ability to monitor returns and to ensure capital is deployed
efficiently. We support capital increases that have sound business reasons and are not
excessive relative to a company's existing capital base.
 
Pre-emption rights are a fundamental right for shareholders to protect their investment in a
company. Where companies seek to issue new shares without pre-emption rights, we may
vote against if such authorities are greater than 20% of the issued share capital. We may
also vote against resolutions that seek authority to issue capital with pre-emption rights if
the aggregate amount allowed seems excessive and is not justified by the board.
Generally, we are against capital issuance proposals greater than 100% of the issued
share capital when the proceeds are not intended for a specific purpose.
 
Share Repurchase Programs
 
We generally support a proposal to repurchase shares. However, this is not the case if the
issuer does not clearly state the business purpose for the program, a definitive number of
shares to be repurchased, the range of premium/discount to market price at which a
company can repurchase shares, and the timeframe for the repurchase. We may vote
against share repurchase requests that allow share repurchases during a takeover period.
B-77

 
Dividends
 
We generally support dividend payouts that constitute 30% or more of net income. We may
vote against the dividend payouts if the dividend payout ratio has been consistently below
30% without adequate explanation or the payout is excessive given the company's
financial position. Particular attention will be paid where the payment may damage the
company's long term financial health.
 
Mergers and Acquisitions
 
Mergers or reorganizing the structure of a company often involve proposals relating to
reincorporation, restructurings, mergers, liquidations, and other major changes to the
corporation. Proposals that are in the best interests of the shareholders, demonstrated by
enhancing share value or improving the effectiveness of the company's operations, will be
supported. In general, provisions that are not viewed as financially sound or are thought to
be destructive to shareholders' rights and are not supported.
 
We will generally support transactions that maximize shareholder value. Some of the
considerations include the following:
 
Offer premium
 
Strategic rationale
 
Board oversight of the process for the recommended transaction, including, director
and/ or management conflicts of interest
 
Offers made at a premium and where there are no other higher bidders
 
Offers in which the secondary market price is substantially lower than the net asset
value
 
We may vote against a transaction considering the following:
 
Offers with potentially damaging consequences for minority shareholders because of
illiquid stock
 
Offers in which we believe there is a reasonable prospect for an enhanced bid or other
bidders
 
The current market price of the security exceeds the bid price at the time of voting
 
Anti-Takeover Measures
 
We oppose anti-takeover defenses such as authorities for the board when subject to a
hostile takeover to issue warrants convertible into shares to existing shareholders.
 
Notice Period to Convene a General Meeting
 
We expect companies to give as much notice as is practicable when calling a general
meeting. Generally, we are not supportive of authorizations seeking to reduce the notice
period to 14 days.
 
 
Remuneration
Executive Pay
 
Despite the differences among the types of plans and awards possible, there is a simple
underlying philosophy that guides our analysis of executive pay: there should be a direct
relationship between remuneration and company performance over the long term.
B-78

 
Shareholders should have the opportunity to assess whether pay structures and levels are
aligned with business performance. When assessing remuneration policies and reports,
we consider adequate disclosure of various remuneration elements, absolute and relative
pay levels, peer selection and benchmarking, the mix of long-term and short- term
incentives, alignment of pay structures with shareholder interests as well as with corporate
strategy and performance. We may oppose remuneration reports where pay seems
misaligned with shareholders' interests. We may also vote against the re-election of
members of the remuneration committee if we have serious concerns about remuneration
practices or if the company has not been responsive to shareholder concerns.
 
Equity Incentive Plans
 
We may not support proposals on equity-based incentive plans where insufficient
information is provided on matters such as grant limits, performance metrics, performance,
vesting periods, and overall dilution. Generally we do not support options under such plans
being issued at a discount to market price or plans that allow for re-testing of performance
metrics.
 
Non-Executive Director Pay
 
Authorities that seek shareholder approval for non-executive directors' fees are generally
not controversial. We typically support resolutions regarding directors' fees unless
disclosure is poor and we are unable to determine whether they are excessive relative to
fees paid by comparable companies. We will evaluate any non-cash or performance
related pay to non-executive directors on a company- by-company basis.
 
 
Risk Management
State Street Global Advisors believes that risk management is a key function of the board,
which is responsible for setting the overall risk appetite of a company and for providing
oversight of the risk management process established by senior executives at a company.
We allow boards to have discretion over how they provide oversight in this area. We expect
companies to disclose how the board provides oversight on its risk management system
and risk identification. Boards should also review existing and emerging risks as they can
evolve with a changing political and economic landscape or as companies diversify their
operations into new areas.
 
 
Environmental and Social
Issues
As a fiduciary, State Street Global Advisors takes a comprehensive approach to engaging
with our portfolio companies about material environmental and social (sustainability)
issues. We use our voice and our vote through engagement, proxy voting, and thought
leadership in order to communicate with issuers and educate market participants about
our perspective on important sustainability topics. Our Asset Stewardship program
prioritization process allows us to proactively identify companies for engagement and
voting in order to mitigate sustainability risks in our portfolio. Through engagement, we
address a broad range of topics that align with our stewardship priorities and build
long-term relationships with issuers. When voting, we fundamentally consider whether the
adoption of a shareholder proposal addressing a material sustainability issue would
promote long-term shareholder value in the context of the company's existing practices
and disclosures as well as existing market practice.
 
For more information on our approach to environmental and social issues, please see our
Global Proxy Voting and Engagement Guidelines for Environmental and Social Issues and
Frameworks for Voting Environmental and Social Shareholder Proposals, both available at
ssga.com/about-us/asset-stewardship.html.
B-79

 
 
More Information
Any client who wishes to receive information on how its proxies were voted should contact
its State Street Global Advisors relationship manager.
 
 
About State Street Global
Advisors
For four decades, State Street Global Advisors has served the world's governments,
institutions and financial advisors. With a rigorous, risk-aware approach built on research,
analysis and market-tested experience, we build from a breadth of active and index
strategies to create cost-effective solutions. As stewards, we help portfolio companies see
that what is fair for people and sustainable for the planet can deliver long-term
performance. And, as pioneers in index, ETF, and ESG investing, we are always inventing
new ways to invest. As a result, we have become the world's fourth-largest asset manager*
with US $4.14 trillion† under our care.

*
Pensions & Investments Research Center, as of December 31, 2020.
This figure is presented as of December 31, 2021 and includes approximately $61.43 billion of assets with respect to SPDR products for which State Street Global Advisors Funds Distributors, LLC (SSGA FD) acts solely as the marketing agent. SSGA FD and State Street Global Advisors are affiliated.


ssga.com
State Street Global Advisors Worldwide Entities
Abu Dhabi: State Street Global Advisors Limited, ADGM Branch, Al Khatem Tower, Suite 42801, Level 28, ADGM Square, Al Maryah Island, P.O Box 76404, Abu Dhabi, United Arab Emirates. Regulated by the ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. Australia: State Street Global Advisors, Australia, Limited (ABN 42 003 914 225) is the holder of an Australian Financial Services License (AFSL Number 238276). Registered office: Level 14, 420 George Street, Sydney, NSW 2000, Australia. T: +612 9240-7600. F: +612 9240-7611. Belgium: State Street Global Advisors Belgium, Chaussée de La Hulpe 185, 1170 Brussels, Belgium. T: +32 2 663 2036. State Street Global Advisors Belgium is a branch office of State Street Global Advisors Europe Limited, registered in Ireland with company number 49934, authorized and regulated by the Central Bank of
Ireland, and whose registered office is at 78 Sir John Rogerson's Quay, Dublin 2. Canada: State Street Global Advisors, Ltd., 1981 McGill College Avenue, Suite 500, Montreal, Qc, H3A 3A8, T: +514 282 2400 and 30 Adelaide Street East Suite 800, Toronto, Ontario M5C 3G6. T: +647 775 5900. France: State Street Global Advisors Europe Limited, France Branch (State Street Global Advisors France) is a branch of State Street Global Advisors Europe Limited, registered in Ireland with company number 49934, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogerson's Quay, Dublin 2. State Street Global Advisors France is registered in France with company number RCS Nanterre 899 183 289, and its office is located at Coeur Défense — Tour A — La Défense 4, 33e étage, 100, Esplanade du Général de Gaulle, 92 932 Paris La Défense Cedex, France. T: +33 1 44 45 40 00. F: +33 1 44 45 41 92. Germany: State Street Global Advisors Europe Limited, Branch
in Germany, Brienner Strasse 59, D-80333 Munich, Germany (State Street Global Advisors Germany). T: +49 (0)89 55878 400. State Street Global Advisors Germany is a branch of State Street Global Advisors Europe Limited, registered in Ireland with company number 49934, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogerson's Quay, Dublin 2. Hong Kong: State Street Global Advisors Asia Limited, 68/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong. T: +852 2103-0288. F: +852 2103-0200. Ireland: State Street Global Advisors Europe Limited is regulated by the Central Bank of Ireland. Registered office address 78 Sir John Rogerson's Quay, Dublin 2. Registered Number: 49934. T: +353 (0)1 776 3000. F: +353 (0)1 776 3300. Italy: State Street Global Advisors Europe Limited, Italy Branch (State Street Global Advisors Italy) is a branch of State Street Global Advisors Europe Limited, registered in Ireland with company
number 49934, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogerson's Quay, Dublin 2. State Street Global Advisors Italy is registered in Italy with company number 11871450968 — REA: 2628603 and VAT number 11871450968, and its office is located at Via Ferrante Aporti, 10 -20125 Milan, Italy. T: +39 02 32066 100. F: +39 02 32066 155. Japan: State Street Global Advisors (Japan) Co., Ltd., Toranomon Hills Mori Tower 25F 1-23-1 Toranomon, Minato-ku, Tokyo 105-6325 Japan. T: +81-3-4530-7380. Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345), Membership: Japan Investment Advisers Association, The Investment Trust Association, Japan, Japan Securities Dealers' Association. Netherlands: State Street Global Advisors Netherlands, Apollo Building 7th floor, Herikerbergweg 29, 1101 CN Amsterdam, Netherlands. T: +31 20 7181 000. State Street Global Advisors Netherlands is a branch office of
B-80

State Street Global Advisors Europe Limited, registered in Ireland with company number 49934, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogerson's Quay, Dublin 2. Singapore: State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Reg. No: 200002719D, regulated by the
Monetary Authority of Singapore). T: +65 6826-7555. F: +65 6826-7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Registered with the Register of Commerce Zurich CHE-105.078.458. T: +41 (0)44 245 70 00. F: +41 (0)44 245 70 16. United Kingdom: State Street Global Advisors Limited. Authorized and regulated by the Financial Conduct Authority. Registered in England. Registered
No. 2509928. VAT No. 5776591 81. Registered office: 20 Churchill Place, Canary Wharf, London, E14 5HJ. T: 020 3395 6000. F: 020 3395 6350. United States: State Street Global Advisors, 1 Iron Street, Boston, MA 02210-1641. T: +1 617 786 3000.
The whole or any part of this work may not be reproduced, copied or transmitted or any of its contents
disclosed to third parties without State Street Global Advisors' express written consent.
© 2022 State Street Corporation.
All Rights Reserved.
ID949716-3479919.2.1.GBL.RTL 0322
Exp. Date: 03/31/2023
B-81

 
 
 
March 2022
 
Rest of the World
 
Proxy Voting and
Engagement Guidelines
 
State Street Global Advisors' Rest of the World Proxy
Voting and Engagement Guidelinesi cover different
corporate governance frameworks and practices in
international markets not covered under specific country/
regional guidelines. These Guidelines complement and
should be read in conjunction with State Street Global
Advisors' overarching Global Proxy Voting and
Engagement Principles, which provide a detailed
explanation of our approach to voting and engaging with
companies, and State Street Global Advisors' Conflict
Mitigation Guidelines.
 
 

i
These Proxy Voting and Engagement Guidelines are also applicable to SSGA Funds Management, Inc. SSGA Funds Management, Inc. is an SEC-registered investment adviser. SSGA Funds Management, Inc., State Street Global Advisors Trust Company, and other advisory affiliates of State Street make up State Street Global Advisors, the investment management arm of State Street Corporation.
B-82

 
 
 
 
 
At State Street Global Advisors, we recognize that markets not covered under specific
country/regional guidelines, specifically emerging markets, are disparate in their corporate
governance frameworks and practices. While they tend to pose broad common
governance issues across all markets, such as concentrated ownership, poor disclosure of
financial and related-party transactions, and weak enforcement of rules and regulation, our
proxy voting Guidelines are designed to identify and to address specific governance
concerns in each market. We also evaluate the various factors that contribute to the
corporate governance framework of a country. These factors include, but are not limited to:
(i) the macroeconomic conditions and broader political system in a country; (ii) quality of
regulatory oversight, enforcement of property and shareholder rights; and (iii) the
independence of judiciary.
 
 
State Street Global
Advisors' Proxy Voting
and Engagement
Philosophy in Emerging
Markets
State Street Global Advisors' approach to proxy voting and issuer engagement in emerging
markets is designed to increase the value of our investments through the mitigation of
governance risks. The overall quality of the corporate governance framework in an
emerging market country drives the level of governance risks investors assign to a country.
Thus, improving the macro governance framework in a country may help to reduce
governance risks and to increase the overall value of our holdings over time. In order to
improve the overall governance framework and practices in a country, members of our
Asset Stewardship Team endeavor to engage with representatives from regulatory
agencies and stock markets to highlight potential concerns with the macro governance
framework of a country. We are also a member of various investor associations that seek
to address broader corporate governance-related policy issues in emerging markets. To
help mitigate company-specific risk, the State Street Global Advisors Asset Stewardship
Team works alongside members of the Active Fundamental and emerging market
specialists to engage with emerging market companies on governance issues and address
any specific concerns, or to get more information regarding shareholder items that are to
be voted on at upcoming shareholder meetings. This integrated approach to engagement
drives our proxy voting and engagement philosophy in emerging markets.
 
Our proxy voting Guidelines in emerging markets address six broad areas:
 
Directors and Boards
 
Accounting and Audit-Related Issues
 
Shareholder Rights and Capital-Related Issues
 
Remuneration
 
Environmental and Social Issues
 
General/Routine Issues
B-83

 
 
Directors and Boards
We believe that a well constituted board of directors, with a balance of skills, expertise and
independence, provides the foundation for a well governed company. However, several
factors, such as low overall independence level requirements by market regulators, poor
biographical disclosure of director profiles, prevalence of related-party transactions, and
the general resistance from controlling shareholders to increase board independence,
render the election of directors as one of the most important fiduciary duties we perform in
emerging market companies.
 
We vote for the election/re-election of directors on a case-by-case basis after considering
various factors, including general market practice and availability of information on director
skills and expertise. We expect companies to meet minimum overall board independence
standards, as defined in a local corporate governance code or market practice. Therefore,
in several countries, we will vote against certain non-independent directors if overall board
independence levels do not meet market standards.
 
Our broad criteria for director independence in emerging market companies include factors
such as:
 
Participation in related-party transactions
 
Employment history with company
 
Relations with controlling shareholders and employees
 
Company classification of a director as non-independent
 
In some countries, market practice calls for the establishment of a board level audit
committee. We believe an audit committee should be responsible for monitoring the
integrity of the financial statements of a company and appointing external auditors. It
should also monitor their qualifications, independence, effectiveness and resource levels.
Based upon our desire to enhance the quality of financial and accounting oversight
provided by independent directors, we expect that listed companies have an audit
committee constituted of a majority of independent directors.
 
Further, we expect boards of listed companies in all markets and indices to have at least
one female board member. If a company fails to meet this expectation, State Street Global
Advisors may vote against the Chair of the board's nominating committee or the board
leader in the absence of a nominating committee, if necessary. Additionally, if a company
fails to meet this expectation for three consecutive years, State Street Global Advisors may
vote against all incumbent members of the nominating committee or those persons
deemed responsible for the nomination process. We may waive the policy if a company
engages with State Street Global Advisors and provides a specific, timebound plan for
adding at least one woman to its board.
 
Poorly structured executive compensation plans pose increasing reputational risk to
companies. Ongoing high level of dissent against a company's compensation proposals
may indicate that the company is not receptive to investor concerns. If the level of dissent
against a company's remuneration report and/or remuneration policy is consistently high,
and we have determined that a vote against a pay-related proposal is warranted in the
third consecutive year, we will vote against the Chair of the remuneration committee.
B-84

 
 
Audit-Related Issues
The disclosure and availability of reliable financial statements in a timely manner is
imperative for the investment process. As a result, board oversight of internal controls and
the independence of the audit process are essential if investors are to rely upon financial
statements. We believe that audit committees provide the necessary oversight for the
selection and appointment of auditors, the company's internal controls and the accounting
policies, and the overall audit process.
 
Appointment of External Auditors
 
We believe that a company's auditor is an essential feature of an effective and transparent
system of external supervision. Shareholders should be given the opportunity to vote on
their appointment or re-appointment at the annual meeting. We believe that it is imperative
for audit committees to select outside auditors who are independent from management.
 
 
Approval of Financial
Statements
The disclosure and availability of reliable financial statements in a timely manner is
imperative for the investment process. We expect external auditors to provide assurance of
a company's financial condition. Hence, we will vote against the approval of financial
statements if i) they have not been disclosed or audited; ii) the auditor opinion is qualified/
adverse, or the auditor has issued a disclaimer of opinion; or iii) the auditor opinion is not
disclosed.
 
 
Shareholder Rights and
Capital-Related Issues
State Street Global Advisors believes that changes to a company's capital structure, such
as changes in authorized share capital, share repurchase and debt issuances, are critical
decisions made by the board. We believe the company should have a business rationale
that is consistent with corporate strategy and should not overly dilute its shareholders.
 
Related-Party Transactions
 
Most companies in emerging markets have a controlled ownership structure that often
includes complex cross-shareholdings between subsidiaries and parent companies
(related companies). As a result, there is a high prevalence of related-party transactions
between the company and its various stakeholders, such as directors and management. In
addition, inter-group loan and loan guarantees provided to related companies are some of
the other related-party transactions that increase the risk profile of companies. In markets
where shareholders are required to approve such transactions, we expect companies to
provide details about the transaction, such as its nature, value and purpose. This also
encourages independent directors to ratify such transactions. Further, we encourage
companies to describe the level of independent board oversight and the approval process,
including details of any independent valuations provided by financial advisors on
related-party transactions.
 
Share Repurchase Programs
 
With regard to share repurchase programs, we expect companies to clearly state the
business purpose for the program and a definitive number of shares to be repurchased.
B-85

 
Mergers and Acquisitions
 
Mergers or reorganization of the structure of a company often involve proposals relating to
reincorporation, restructurings, liquidations and other major changes to the corporation.
Proposals that are in the best interest of the shareholders, demonstrated by enhancing
share value or improving the effectiveness of the company's operations, will be supported.
In general, provisions that are not viewed as financially sound or are thought to be
destructive to shareholders' rights are not supported.
 
We evaluate mergers and structural reorganizations on a case-by-case basis. We
generally support transactions that maximize shareholder value. Some of the
considerations include, but are not limited to, the following:
 
Offer premium
 
Strategic rationale
 
Board oversight of the process for the recommended transaction, including director
and/ or management conflicts of interest
 
Offers made at a premium and where there are no other higher bidders
 
Offers in which the secondary market price is substantially lower than the net asset
value
 
We may vote against a transaction considering the following:
 
Offers with potentially damaging consequences for minority shareholders because of
illiquid stock
 
Offers where we believe there is a reasonable prospect for an enhanced bid or other
bidders
 
The current market price of the security exceeds the bid price at the time of voting
 
We will actively seek direct dialogue with the board and management of companies that
we have identified through our screening processes. Such engagements may lead to
further monitoring to ensure the company improves its governance or sustainability
practices. In these cases, the engagement process represents the most meaningful
opportunity for State Street Global Advisors to protect long-term shareholder value from
excessive risk due to poor governance and sustainability practices.
 
 
Remuneration
We consider it to be the board's responsibility to set appropriate levels of executive
remuneration. Despite the differences among the types of plans and the potential awards,
there is a simple underlying philosophy that guides our analysis of executive remuneration:
there should be a direct relationship between executive compensation and company
performance over the long term. In emerging markets, we encourage companies to
disclose information on senior executive remuneration.
B-86

 
Shareholders should have the opportunity to assess whether pay structures and levels are
aligned with business performance. When assessing remuneration reports, we consider
factors such as adequate disclosure of remuneration elements, absolute and relative pay
levels, peer selection and benchmarking, the mix of long-term and short-term incentives,
alignment of pay structures with shareholder interests, corporate strategy and
performance. We may oppose remuneration reports where pay seems misaligned with
shareholders' interests. We may also vote against the re-election of members of the
remuneration committee if we have serious concerns about remuneration practices and if
the company has not been responsive to shareholder pressure to review its approach.
With regard to director remuneration, we support director pay provided the amounts are
not excessive relative to other issuers in the market or industry, and are not overly dilutive
to existing shareholders.
 
 
Environmental and Social
Issues
As a fiduciary, State Street Global Advisors takes a comprehensive approach to engaging
with our portfolio companies about material environmental and social (sustainability)
issues. We use our voice and our vote through engagement, proxy voting and thought
leadership in order to communicate with issuers and educate market participants about
our perspective on important sustainability topics. Our Asset Stewardship program
prioritization process allows us to proactively identify companies for engagement and
voting in order to mitigate sustainability risks in our portfolio. Through engagement, we
address a broad range of topics that align with our stewardship priorities and build
long-term relationships with issuers. When voting, we fundamentally consider whether the
adoption of a shareholder proposal addressing a material sustainability issue would
promote long-term shareholder value in the context of the company's existing practices
and disclosures as well as existing market practice.
 
For more information on our approach to environmental and social issues, please see our
Global Proxy Voting and Engagement Guidelines for Environmental and Social Issues and
our Frameworks for Voting Environmental and Social Shareholder Proposals, both
available at ssga.com/about-us/asset-stewardship.html.
 
 
General/Routine Issues
Some of the other issues that are routinely voted on in emerging markets include
approving the allocation of income and accepting financial statements and statutory
reports. For these voting items, our guidelines consider several factors, such as historical
dividend payouts, pending litigation, governmental investigations, charges of fraud, or
other indication of significant concerns.
 
 
More Information
Any client who wishes to receive information on how its proxies were voted should contact
its State Street Global Advisors relationship manager.
B-87

 
 
About State Street Global
Advisors
For four decades, State Street Global Advisors has served the world's governments,
institutions and financial advisors. With a rigorous, risk-aware approach built on research,
analysis and market-tested experience, we build from a breadth of active and index
strategies to create cost-effective solutions. As stewards, we help portfolio companies see
that what is fair for people and sustainable for the planet can deliver long-term
performance. And, as pioneers in index, ETF, and ESG investing, we are always inventing
new ways to invest. As a result, we have become the world's fourth-largest asset manager*
with US $4.14 trillion† under our care.

*
Pensions & Investments Research Center, as of December 31, 2020.
This figure is presented as of December 31, 2021 and includes approximately $61.43 billion of assets with respect to SPDR products for which State Street Global Advisors Funds Distributors, LLC (SSGA FD) acts solely as the marketing agent. SSGA FD and State Street Global Advisors are affiliated.


ssga.com
State Street Global Advisors Worldwide Entities
Abu Dhabi: State Street Global Advisors Limited, ADGM Branch, Al Khatem Tower, Suite 42801, Level 28, ADGM Square, Al Maryah Island, P.O Box 76404, Abu Dhabi, United Arab Emirates. Regulated by the ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. Australia: State Street Global Advisors, Australia, Limited (ABN 42 003 914 225) is the holder of an Australian Financial Services License (AFSL Number 238276). Registered office: Level 14, 420 George Street, Sydney, NSW 2000, Australia. T: +612 9240-7600. F: +612 9240-7611. Belgium: State Street Global Advisors Belgium, Chaussée de La Hulpe 185, 1170 Brussels, Belgium. T: +32 2 663 2036. State Street Global Advisors Belgium is a branch office of State Street Global Advisors Europe Limited, registered in Ireland with company number 49934, authorised and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogerson's Quay, Dublin 2. Canada: State Street Global Advisors, Ltd., 1981
McGill College Avenue, Suite 500, Montreal, Qc, H3A 3A8, T: +514 282 2400 and 30 Adelaide Street East Suite 800, Toronto, Ontario M5C 3G6. T: +647 775 5900. France: State Street Global Advisors Europe Limited, France Branch (State Street Global Advisors France) is a branch of State Street Global Advisors Europe Limited, registered in Ireland with company number 49934, authorised and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogerson's Quay, Dublin 2. State Street Global Advisors France is registered in France with company number RCS Nanterre 899 183 289, and its office is located at Coeur Défense — Tour A — La Défense 4, 33e étage, 100, Esplanade du Général de Gaulle, 92 932 Paris La Défense Cedex, France. T: +33 1 44 45 40 00. F: +33 1 44 45 41 92. Germany: State Street Global Advisors Europe Limited, Branch in Germany, Brienner Strasse 59, D-80333 Munich, Germany (State Street Global Advisors Germany). T: +49 (0)89 55878 400. State Street Global Advisors Germany is a branch of State Street Global Advisors Europe Limited, registered in Ireland with
company number 49934, authorised and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogerson's Quay, Dublin 2. Hong Kong: State Street Global Advisors Asia Limited, 68/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong. T: +852 2103-0288. F: +852 2103-0200. Ireland: State Street Global Advisors Europe Limited is regulated by the Central Bank of Ireland. Registered office address 78 Sir John Rogerson's Quay, Dublin 2. Registered Number: 49934. T: +353 (0)1 776 3000. F: +353 (0)1 776 3300. Italy: State Street Global Advisors Europe Limited, Italy Branch (State Street Global Advisors Italy) is a branch of State Street Global Advisors Europe Limited, registered in Ireland with company number 49934, authorised and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogerson's Quay, Dublin 2. State Street Global Advisors Italy is registered in Italy with company number 11871450968 — REA: 2628603 and VAT number 11871450968, and its office is located at Via Ferrante Aporti, 10 -20125 Milan, Italy. T: +39 02 32066 100. F: +39
02 32066 155. Japan: State Street Global Advisors (Japan) Co., Ltd., Toranomon Hills Mori Tower 25F 1-23-1 Toranomon, Minato-ku, Tokyo 105-6325 Japan. T: +81-3-4530-7380. Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345), Membership: Japan Investment Advisers Association, The Investment Trust Association, Japan, Japan Securities Dealers' Association. Netherlands: State Street Global Advisors Netherlands, Apollo Building 7th floor, Herikerbergweg 29, 1101 CN Amsterdam, Netherlands. T: +31 20 7181 000. State Street Global Advisors Netherlands is a branch office of State Street Global Advisors Europe Limited, registered in Ireland with company number 49934, authorised and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogerson's Quay, Dublin 2. Singapore: State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Reg. No: 200002719D, regulated by the Monetary Authority of Singapore). T: +65 6826-7555. F: +65 6826-7501. Switzerland: State Street
B-88

Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Registered with the Register of Commerce Zurich CHE-105.078.458. T: +41 (0)44 245 70 00. F: +41 (0)44 245 70 16. United Kingdom: State Street Global Advisors Limited. Authorised and regulated by the Financial Conduct Authority.
Registered in England. Registered No. 2509928. VAT No. 5776591 81. Registered office: 20 Churchill Place, Canary Wharf, London, E14 5HJ. T: 020 3395 6000. F: 020 3395 6350. United States:
State Street Global Advisors, 1 Iron Street, Boston, MA 02210-1641. T: +1 617 786 3000.
Investing involves risk including the risk of loss of principal.
The whole or any part of this work may not be reproduced, copied or transmitted or any of its contents
disclosed to third parties without State Street Global Advisors' express written consent.
© 2022 State Street Corporation.
All Rights Reserved.
ID949714-3479918.2.1.GBL.RTL 0322
Exp. Date: 03/31/2023
B-89