Filed Pursuant to Rule 497(b)
Registration File No. 333-31247
PROSPECTUS DATED MARCH 18, 2021
SPDR® DOW JONES INDUSTRIAL AVERAGESM ETF TRUST
(“SPDR DJIA Trust” or the “Trust”)
(formerly known as “DIAMONDS® Trust, Series 1”)
(A Unit Investment Trust constituted outside Singapore and
organized in the United States)
PROSPECTUS ISSUED PURSUANT TO
DIVISION 2 OF PART XIII OF THE SECURITIES
AND FUTURES ACT, CHAPTER 289 OF SINGAPORE
This Prospectus incorporates and is not valid without the U.S. Prospectus dated February 10, 2021 issued by the SPDR DJIA Trust, attached hereto
The collective investment scheme offered in this Prospectus is a recognised scheme under the Securities and Futures Act, Chapter 289 of Singapore (the “Act”). A copy of this Prospectus has been lodged with and registered by the Monetary Authority of Singapore (the “Authority”). The Authority assumes no responsibility for the contents of the Prospectus. Registration of the Prospectus by the Authority does not imply that the Act or any other legal or regulatory requirements have been complied with. The Authority has not, in any way, considered the investment merits of the collective investment scheme. The date of registration of this Prospectus with the Authority is March 18, 2021. This Prospectus will expire on March 18, 2022 (12 months after the date of registration).
The SPDR DJIA Trust has been admitted to the Official List of the Singapore Exchange Securities Trading Limited (“SGX-ST”), and permission has been granted by the SGX-ST to deal in and for quotation on the SGX-ST Mainboard of all the units in the SPDR DJIA Trust (“Units”) already issued as well as those Units which may be issued from time to time. The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions expressed in this Prospectus and admission to the Official List of the SGX-ST is not to be taken as an indication of the merits of the SPDR DJIA Trust or the Units.
IMPORTANT: If you are in doubt about the contents of this Prospectus, you should consult your stockbroker, bank manager, solicitor, accountant or other financial adviser.
SPDR® DOW JONES INDUSTRIAL AVERAGESM ETF TRUST
(“SPDR DJIA Trust”)
TABLE OF CONTENTS
“Dow Jones Industrial AverageSM”, “DJIA®”, “Dow Jones®”, “The Dow®” and “DIAMONDS®” are registered trademarks and service marks of Dow Jones Trademark Holdings LLC (“Dow Jones”), and have been licensed for use by S&P OPCO LLC, a subsidiary of S&P Dow Jones Indices LLC (“S&P”) and sublicensed for use by State Street Global Advisors Funds Distributors, LLC. The Trust, PDR Services LLC and NYSE Arca, Inc. are permitted to use these trademarks and service marks pursuant to separate “Sublicenses.” The Trust is not sponsored, endorsed, sold or marketed by S&P, Dow Jones, their respective affiliates or their third party licensors.
“SPDR®” is a trademark of Standard & Poor’s Financial Services LLC and has been licensed for use by S&P and sublicensed for use by State Street Global Advisors Funds Distributors, LLC. No financial product offered by State Street Global Advisors Funds Distributors, LLC or its affiliates is sponsored, endorsed, sold or marketed by S&P or its affiliates, and S&P, its affiliates or its third party licensors.
SPDR® DOW JONES INDUSTRIAL AVERAGESM ETF TRUST
This Prospectus, relating to the SPDR® Dow Jones Industrial AverageSM ETF Trust (“SPDR DJIA Trust” or the “Trust”), which is issued pursuant to Division 2 of Part XIII of the Securities and Futures Act, Chapter 289 of Singapore, has been lodged with and registered by the Monetary Authority of Singapore, who assumes no responsibility for its contents.
This Prospectus incorporates and is not valid without the attached U.S. Prospectus, dated February 10, 2021 issued by the Trust (“U.S. Prospectus”). Terms defined in the U.S. Prospectus shall have the same meaning when used in this Prospectus.
The Trust’s fiscal year end is October 31.
The Trust is a unit investment trust organised in the United States (“U.S.”), and is a single fund that issues securities called “Units”, which represent an undivided ownership interest in the common stocks that are actually held by the Trust and make up the Trust’s Portfolio (the “Portfolio Securities”). The “Portfolio” means the portfolio of the common stocks that are included in the DJIA (as defined below). The Trust seeks to provide investment results that, before expenses, correspond generally to the price and yield performance of the Dow Jones Industrial Average (the “DJIA”). The Trust’s Portfolio consists of substantially all of the component common stocks that comprise the DJIA, which are weighted in accordance with the terms of the Trust Agreement (defined below).
The Trust’s portfolio turnover ratio, calculated based on the lesser of purchases or sales of underlying investments of the Trust and expressed as a percentage of daily average net asset value, was 19% during the most recent fiscal year. The Trust’s portfolio turnover ratio, expressed as a percentage of monthly average value, can be found on page 2 of the U.S. Prospectus and in the “Financial Highlights” section on page 26 of the U.S. Prospectus.
The top ten constituents (by weight) of the Trust as of March 15, 2021 are set out below:
UnitedHealth Group Incorporated
Goldman Sachs Group Inc.
Home Depot Inc.
Visa Inc. Class A
Honeywell International Inc.
For additional details regarding the Trust’s Portfolio, please consult pages 52 to 56 in the U.S. Prospectus attached hereto. All Units are denominated in U.S. dollars.
PDR Services LLC, the sponsor of the Trust (the “Sponsor”), accepts full responsibility for the accuracy of information contained in this Prospectus, other than that given in the U.S. Prospectus under the heading “Report of Independent Registered Public Accounting Firm”, and confirms, having made all reasonable enquiries, that to the best of its knowledge and belief the facts stated and the opinions expressed in this Prospectus are fair and accurate in all material respects as at the date of this Prospectus and there are no other facts the omission of which would make any statement in this Prospectus misleading.
The Trust is governed by an amended trust agreement (the “Trust Agreement”) dated November 1, 2004 (effective as of November 8, 2004), as amended by an amendment dated and effective as of February 14, 2008, by an amendment dated and effective as of October 24, 2008, by an amendment dated December 22, 2009 (effective as of February 27, 2010), each made between State Street Bank and Trust Company, the retired trustee of the Trust (the “Retired Trustee”), and the Sponsor, by an amendment dated April 12, 2017 (effective as of June 16, 2017), made between State Street Global Advisors Trust Company, the trustee of the Trust (the “Trustee”), and the Sponsor, and by an amendment dated August 4, 2017 (effective as of September 5, 2017), made between the Trustee, and the Sponsor. Terms defined in the U.S. Prospectus shall have the same meaning when used in this Prospectus.
Copies of the Trust Agreement are available for inspection, free of charge, at the offices of State Street Global Advisors Trust Company at One Iron Street, Boston, Massachusetts, U.S. 02210 during normal U.S. business hours, or State Street Global Advisors Singapore Limited1, at 168 Robinson Road, #33-01, Capital Tower, Singapore 068912 during normal Singapore business hours.
State Street Global Advisors Singapore Limited will hold copies of the Trust Agreement for inspection by investors; however, it is not in any way acting as an agent for or acting as the Trustee.
Investors should seek professional advice to ascertain (a) the possible tax consequences, (b) the legal requirements and (c) any foreign exchange restrictions or exchange control requirements which they may encounter under the laws of the countries of their citizenship, residence or domicile and which may be relevant to the subscription, holding or disposal of Units.
Investors in the Trust are advised to carefully consider the risk factors set out under the headings “Summary—Principal Risks of Investing in the Trust” on pages 4 to 6 of the U.S. Prospectus and “Additional Risk Information” on pages 62 to 64 of the U.S. Prospectus, and to refer to pages S-18 to S-23 of this Prospectus for a discussion of the U.S. and Singapore tax consequences of an investment in Units.
All enquiries about the Trust or requests for additional copies of this Prospectus should be directed to an investor’s local broker.
|IMPORTANT:||READ AND RETAIN THIS PROSPECTUS FOR FUTURE REFERENCE|
|Sponsor to the Trust:||
PDR Services LLC
c/o NYSE Holdings LLC
11 Wall Street
New York, New York
|Legal advisers to the Sponsor as to
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York
|Legal advisers to the Sponsor as to Singapore law:||
Morgan Lewis Stamford LLC
10 Collyer Quay
#27-00 Ocean Financial Centre
State Street Global Advisors Trust Company
One Iron Street
|Legal advisers to the Trustee as to Singapore law:||
Allen & Gledhill LLP
One Marina Boulevard, #28-00
101 Seaport Boulevard
|U.S. Distributor of Creation Units:||
ALPS Distributors, Inc.
1290 Broadway, Suite 1000
TRADING AND SETTLEMENT
Trust Units are listed for trading on the Singapore Exchange Securities Trading Limited (“SGX-ST”) where they may be bought and sold in the secondary market at any time during the trading day. Market prices for Units traded on the SGX-ST are available on the SGX-ST website https://www2.sgx.com/securities/securities-prices?code=etfs. Units may also be purchased by Authorized Participants directly from the Trust in the U.S. by placing orders with the U.S. Distributor, as facilitated through the Trustee, in a minimum unit, called a “Creation Unit”, of 50,000 Units or multiples thereof. Creation Units may also be redeemed through a tender to the Trustee in the U.S. Creation Unit transactions are conducted in exchange for the deposit or delivery of in-kind securities and/or cash constituting a substantial replication of the common stocks that are included in the DJIA, as determined by the index provider, S&P Dow Jones Indices LLC (“S&P”) (“Index Securities”). Such purchases and redemptions can be made only in the U.S. at the then-current valuation as described herein on pages S-7 to S-10 and pages S-13 to S-14 under the heading “Redemption”. For the purposes of such purchases and redemptions of the Creation Units, the Evaluation Time (as defined on page S-13) is the closing time of the regular trading session on the New York Stock Exchange LLC (ordinarily 4:00 p.m. New York time). For additional details on trading and settlement, please consult pages 7 to 8 and 41 to 50 in the U.S. Prospectus attached hereto.
The primary trading market for Units is in the U.S., where Units are listed on NYSE Arca, Inc. (“NYSE Arca”). Investors should note that trading in Units may be halted under certain circumstances. Please refer to pages 56 to 57 and 62 in the U.S. Prospectus for more details.
As with other securities, investors will pay negotiated brokerage commissions and typical Singapore clearing fees and applicable taxes. In addition, cash dividends to be distributed to investors in Singapore will be net of expenses incurred by CDP (defined below), and where such expenses equal or exceed the amount of the dividends, the investors will not receive any distributions. Brokerage commissions may be subject to Goods and Services Tax (“GST”) at the prevailing standard rate of seven percent (7%). There will be a Singapore clearing fee, which is currently at the rate of 0.0325% of the contract value (or such other amount as the CDP may decide from time to time). Clearing fees may be subject to GST in Singapore at the prevailing standard rate of seven percent (7%). Units are traded in U.S. dollars on the SGX-ST in 10 unit round lots. The term “market day” as used in this Prospectus means a business day in which transactions in Units can be executed and settled. Trading of Units on the SGX-ST may be halted if the Trust fails to comply with continuing listing requirements and advertising guidelines of the SGX-ST.
With respect to holders of Units in Singapore, the trading and settlement process, the system through which they receive distributions or the manner in which information may be made available, among other aspects, may differ from the information set forth in the U.S. Prospectus. Holders of Units in Singapore should
read this Prospectus carefully and all enquiries in relation hereto should be directed to their local brokers.
The SGX-ST imposes certain requirements for the continued listing of securities, including the Units, on the SGX-ST. There can be no assurance that the requirements of the SGX-ST necessary to maintain the listing of the Units of the Trust will continue to be met, the SGX-ST will not change its listing requirements or that the Units will always be listed on the SGX-ST. The Trust will not be terminated if Units are delisted from the SGX-ST. If the Units are delisted from the SGX-ST, investors may deliver the Units they hold out of CDP for trading on NYSE Arca through the delivery mechanisms described in section “3. Delivery of Units out of CDP for Trading on NYSE Arca” on pages S-9 to S-10 of this Prospectus.
Units are issued by the Trust in the form of scripless securities which are eligible “book-entry-only” securities of The Depository Trust Company (“DTC”). As “book-entry-only” securities, Units are represented by one or more global securities registered in the name of Cede & Co. as nominee for DTC and deposited with, or on behalf of, DTC.
The Central Depository (Pte) Limited (“CDP”) maintains an account—Account No. 5700 (“DTC Account”)—with DTC. CDP may receive Units from or deliver Units to accounts maintained by member participants in DTC (“DTC Participants”).
Settlement of dealings through the CDP system may be effected only by Depository Agents of CDP or holders of Units who have their own direct securities accounts with CDP. Investors may open a direct securities account with CDP or a securities sub-account with any Depository Agent to hold their Units in CDP. The term “Depository Agent” shall have the same meaning as that ascribed to it in Section 81SF of the Securities and Futures Act, Chapter 289 of Singapore.
Through the delivery mechanisms discussed below, it is possible for investors to purchase Units in Singapore and sell them in the U.S. and vice versa. Although both CDP and DTC, within their own respective market settlements, provide for Delivery Versus Payment and Free-of-Payment transfers of securities, all of the linked transfers between the two depositories are effected only on a Free-of-Payment basis (i.e., there is no related cash movement to parallel the securities movement. Any related cash transfers may only be effected outside DTC and CDP directly between the buyer and seller through their own arrangements). Investors should be aware that Singapore time is generally 12 hours ahead of Eastern Daylight Saving Time (13 hours Eastern Standard time) in New York, and that NYSE Arca and the SGX-ST are not open at the same time. Because of this time difference between the Singapore and U.S. markets, trading in Units between the two markets cannot occur simultaneously. Please refer to pages 41 to 50 and 56 to 57 of the U.S. Prospectus for details on circumstances under which there may be suspension of dealings or trading.
All dealings in, and transactions of, Units in Singapore must be effected for settlement through the computerised book-entry (scripless) settlement system in the CDP. Investors should ensure that Units sold on the SGX-ST are available for settlement in their CDP account no later than the second market day following the transaction date.
Investors’ holdings of Units in their CDP account will be credited or debited for settlement on the second market day following the transaction date, i.e., T+2, T being the transaction date. If Units are not in an investor’s CDP account for settlement by 1:30 p.m. on T+2, the investor will be subject to the buy-in cycle on that afternoon. More information on the buy-in cycle is available on the SGX-ST website at http://www.sgx.com.
In the absence of unforeseen circumstances, the delivery of Units into and out of CDP will take a minimum of one market day after the duly completed documentation has been submitted to CDP for processing, assuming that the investor has given proper instructions to his or her DTC Participant. Instructions and forms received by CDP after 1 p.m. Singapore time on a given market day will be treated as being received on the next market day and, as such, will be processed on the next market day. Please refer to pages 1 and 58 to 61 of the U.S. Prospectus for details on the fees and expenses of the Trust.
The Trust has adopted a code of ethics which is described on page 81 of the U.S. Prospectus.
Delivery of Units to CDP for Trading on the SGX-ST
Investors who hold Units in DTC’s system in the U.S. and wish to trade them on the SGX-ST can direct delivery of the Units to CDP; this book-entry transfer to CDP’s DTC Account may be effected only on a Free-of-Payment basis. Investors may deliver their Units by informing their Singapore broker or Depository Agent to submit delivery instructions to CDP, together with the applicable CDP delivery fee and GST, no later than 1 p.m. Singapore time on the specified delivery date. Investors must concurrently instruct their DTC Participant to deliver such Units into the DTC Account on the delivery date. Upon notification that its DTC Account has been credited, CDP will accordingly credit Units to the investor’s account.
Investors should ensure that their Units are delivered into their securities account with CDP in time for settlement. In the event an investor cannot deliver the Units for settlement pursuant to the trade, the CDP may buy-in against the relevant clearing member of CDP.
Delivery of Units out of CDP for Trading on NYSE Arca
Investors who hold Units with CDP and wish to trade on NYSE Arca must arrange to deliver the Units into their accounts with their DTC Participant for settlement of any such trade, which will occur on the second market day following the
transaction date. For such delivery, investors must submit a duly completed CDP delivery form together with the applicable CDP delivery fee and GST through their Singapore broker or Depository Agent, no later than 1 p.m. Singapore time on the second market day following the specified delivery date in the U.S. Investors must concurrently instruct their DTC Participant to expect receipt of the relevant number of Units from the DTC Account. Upon receipt of the duly completed CDP delivery form, CDP will earmark the investor’s securities account for the relevant number of Units and then instruct DTC to deliver the Units to the DTC Participant account as specified by the investor. The relevant number of Units will be debited from the investor’s securities account after CDP receives DTC’s confirmation that the Units have been transferred out of its DTC account.
EXCHANGE RATES AND RISKS
Units traded on the SGX-ST are denominated and traded in U.S. dollars. Units may only be created or redeemed in U.S. dollars at the then-current value calculated in U.S. dollars in the manner set out in the U.S. Prospectus. Similarly, the Trust holds only Portfolio Securities that are denominated in U.S. dollars and the distributions which may be made by the Trustee are in U.S. dollars.
The Trust has no ability to manage its investments to hedge against fluctuations in exchange rates between the U.S. dollar and the Singapore dollar. To the extent a Singapore investor wishes to convert such U.S. dollar holdings or distributions to Singapore dollars, fluctuations in the exchange rate between the Singapore dollar and the U.S. dollar may affect the value of the proceeds following a currency conversion.
GENERAL AND STATUTORY INFORMATION
Appointment of Auditors
The Trust Agreement provides that the accounts of the Trust shall be audited, as required by U.S. law, by independent registered public accountants designated from time to time by the Trustee.
Duties and Obligations of the Trustee
The key duties and obligations imposed on the Trustee under the Trust Agreement are summarized as follows:
(i) the Trustee will accept on behalf of the Trust deposits of Portfolio Deposits and be authorized to effect registration or transfer of the Portfolio Securities in its name or the name of its nominee or the nominee of its agent;
(ii) the Trustee must hold money received pursuant to the Trust Agreement as a deposit for the account of the Trust;
(iii) the Trustee shall not be liable for the disposition of money or securities or evaluation performed under the Trust Agreement except by reason of its own gross negligence, bad faith, wilful misconduct, wilful malfeasance or reckless disregard of its duties and obligations under the Trust Agreement;
(iv) the Trustee is not obligated to appear in, prosecute or defend any action if it is of the opinion that it may involve expense or liability unless it is furnished with reasonable security and indemnity against such expense or liability; if reasonable indemnity is provided, the Trustee shall, in its discretion, undertake such action as it may deem necessary to protect the Trust and the rights and interest of all beneficial owners;
(v) the Trustee must provide to brokers/underwriters accounts of the Trust audited by the auditors of the Trust, and the brokers/underwriters will deliver such accounts to beneficial owners;
(vi) in performing its functions under the Trust Agreement the Trustee will not be held liable except by reason of its own gross negligence, bad faith, wilful misconduct or wilful malfeasance for any action taken or suffered to be taken by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred on it or reckless disregard of its duties and obligations;
(vii) the Trustee must ensure that no payment made to the Sponsor is for expenses of the Trust, except for payments not in excess of amounts and for purposes prescribed by the U.S. Securities and Exchange Commission and authorized by the Trust Agreement;
(viii) the Trustee must keep proper books of record and account of all transactions under the Trust Agreement, including the creation and redemption of Creation Units, at its offices, and keep such books open for inspection by any beneficial owner at all reasonable times during usual business hours;
(ix) the Trustee must make, or cause to be made, such reports and file such documents as are required by the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940 and U.S. state or federal tax laws and regulations;
(x) the Trustee must keep a certified copy of the Trust Agreement, together with the Indenture for each Trust Series then in effect and a current list of Portfolio Securities therein, on file at its office and make the same available for inspection; and
(xi) the Trustee must charge and direct from the assets of the Trust all expenses and disbursements incurred under the Trust Agreement, or shall reimburse itself from the assets of the Trust or the sale of securities in the Trust for any advances made out of its own funds for such expenses and disbursements.
A holder of a Unit is not required, obliged or entitled in connection with the Trust to enter into any contract with any person or corporation whether by way of lease or otherwise.
Vesting of Assets in the Trust
The Trustee has legal title to all securities and other property in which funds of the Trust are invested, all funds held for such investment, all equalisation, redemption, and other special funds of the Trust, and all income upon accretions to, and proceeds of such property and funds, and the Trustee is required to segregate and hold the same in trust until distribution thereof to the holders of the Units.
The Trust is not administered by a management company, and there is no obligation on the Sponsor or the Trustee to redeem any Units. As described on pages 46 to 50 in the U.S. Prospectus, it is the Trust itself that is obligated to effect the redemption (although it is the Trustee acting as agent for the Trust that will actually effect the redemption).
Only Units in Creation Units may be redeemed at their then-current valuation, which is calculated on the Business Day on which the redemption order is properly received, as of the Evaluation Time, which is the closing time of the regular trading session on the New York Stock Exchange LLC (ordinarily 4:00 p.m. New York time). For redemptions through the Clearing Process, the Trustee effects a transfer of the Cash Redemption Payment and stocks to the redeeming beneficial owner by the second (2nd) NSCC Business Day following the date on which request for redemption is deemed received. For redemptions outside the Clearing Process, the Trustee transfers the Cash Redemption Payment and the stocks to the redeeming beneficial owner by the second (2nd) Business Day following the date on which the request for
redemption is deemed received. The Trustee will cancel all Units delivered upon redemption. Please refer to pages 3, 46 to 50 and 62 to 64 of the U.S. Prospectus for a further description of this process.
Investors owning Units in an amount less than a whole Creation Unit (i.e., less than 50,000 Units) or multiples thereof, are not permitted to tender their Units to the Trustee for redemption. Such investors can only dispose of their Units by selling them on the secondary market at any time during the trading day at market prices.
Transfer of Units
As described on pages S-8 to S-9 of this Prospectus, Cede & Co., as nominee for DTC, will be the registered owner of all outstanding Units on the DTC system. Beneficial ownership of Units will be shown on the records of DTC or its participants. Beneficial ownership records for holders of Units in Singapore will be maintained at CDP.
No certificates will be issued in respect of Units. Transfers of Units between investors will normally occur through the trading mechanism of the SGX-ST or NYSE Arca as described on pages S-7 to S-10 in this Prospectus and pages 56 to 57 in the U.S. Prospectus.
Meetings of Holders of Units; Voting; Distribution of Annual Reports
The Trust is not required by law to convene meetings of beneficial owners of the Units.
The Sponsor, the Retired Trustee and CDP have entered into a Depository Agreement dated May 18, 2001, as supplemented by a supplemental depository agreement dated May 22, 2009 (the “CDP Depository Agreement”), pursuant to which CDP has agreed to act as the depository for Units in Singapore. The Sponsor, the Retired Trustee, CDP and the Trustee have entered into a deed of novation dated December 29, 2018 in relation to the CDP Depository Agreement (the “Deed of Novation”) pursuant to which, inter alia, CDP has agreed to release and discharge the Retired Trustee subject to the Trustee undertaking to observe, perform and be bound by the terms of the CDP Depository Agreement in every respect as if the Trustee were named in the CDP Depository Agreement as a party thereto in place of the Retired Trustee, subject to the terms and conditions of the Deed of Novation. CDP’s duties under the CDP Depository Agreement include, among other things: (i) acting as a bare trustee on behalf of individuals who hold securities accounts with CDP and Depository Agents authorized to maintain sub-accounts with CDP in respect of Units, (ii) distributing to CDP account holders and Depository Agents any applicable payments or cash distributions in respect of Units, and (iii) providing the list of its Depository Agents and holders of Units who have their own direct securities accounts with CDP, if so requested by the Sponsor or the Trustee.
The Trustee arranges for the annual report of the Trust to be mailed to all holders of Units, including the holders of Units in Singapore, no later than the 60th day after the end of the Trust’s fiscal year. The most recent semi-annual report of the Trust may be found on the website http://www.spdrs.com.sg/etf/fund/ref_doc/Semi_Annual_Report_DIA.pdf.
The Sponsor or the Trustee will ensure that in the event that it is necessary to collect and collate any consents or votes of, or distribute notices, statements, reports, prospectuses, consent instructions, consent forms or other written communications to the holders of Units in Singapore, the relevant materials will be mailed to the holders of Units in Singapore.
It is hereby declared that no Units shall be created or issued pursuant to this Prospectus later than 12 months, or such other period as may be prescribed by the law for the time being in force, after the date of this Prospectus.
Allotment of Units
A Distribution Agreement was entered into as of April 16, 2018, between (1) the Sponsor, (2) the Trust and (3) ALPS Distributors, Inc. (“ALPS”), the U.S. Distributor, pursuant to which the Trust and the Sponsor retained ALPS to:
(i) act as the exclusive distributor for the creation and distribution of Creation Units;
(ii) hold itself available to receive and process orders for Creation Units; and
(iii) enter into arrangements with dealers.
It is the duty of the Trust and the Sponsor to create the Creation Units and to request DTC to record on its books the ownership of such Units in such amounts as ALPS has requested, as promptly as practicable after receipt by the Trustee of the requisite portfolio of securities and any applicable cash component from the creator of the Creation Units or other entities having a Participant Agreement with the Trustee. Participant Agreements must be entered into between the Trustee and all other persons who are creating Creation Units.
There are no borrowing powers conveyed in the Trust Agreement.
Sponsor, Trustee and Designated Market Maker
PDR Services LLC (“PDR”) was originally organized as a corporation under Delaware U.S. law, and was subsequently converted into a limited liability company
in Delaware on April 6, 1998. On October 1, 2008, NYSE Holdings LLC (formerly known as NYSE Euronext Holdings LLC) (“NYSE Holdings”) acquired the American Stock Exchange LLC (“Amex”) and all of its subsidiaries, including PDR, which is the Sponsor of the Trust. PDR was formed to act as sponsor for Amex’s exchange traded funds and other unit investment trusts. PDR will remain the Sponsor of the Trust until it is removed, it is replaced by a successor, it resigns or the Trust Agreement is terminated. Currently, the Sponsor is not permitted to receive remuneration for the services it renders as Sponsor.
PDR is an indirect, wholly-owned subsidiary of Intercontinental Exchange, Inc. (“ICE”). ICE is a publicly-traded entity, trading on the New York Stock Exchange under the symbol “ICE.”
Effective June 16, 2017, the Retired Trustee resigned as trustee of the Trust. The Sponsor appointed the Trustee, a wholly-owned subsidiary of the Retired Trustee, as trustee of the Trust. The services received, and the trustee fees paid, by the Trust did not change as a result of the change in the identity of the Trustee. The Retired Trustee continues to maintain the Trust’s accounting records, act as custodian and transfer agent to the Trust, and provide administrative services, including the filing of certain regulatory reports.
The Trustee is a limited purpose trust company organised under the laws of the Commonwealth of Massachusetts, U.S. The Trustee is a direct wholly-owned subsidiary of the Retired Trustee and as such is regulated by the Federal Reserve System and is subject to applicable U.S. federal and state banking and trust laws and to supervision by the U.S. Federal Reserve, as well as by the Massachusetts Commissioner of Banks and the regulatory authorities of those states and countries in which a branch of the Trustee is located.
In accordance with the Trust Agreement, the Trustee, inter alia, acts as custodian to the Trust. In this regard, the assets of the Trust shall be held by, or to the order of the Trustee on behalf of and for the exclusive interest of the holders of the Units. The Trust Agreement does not allow the Trustee to delegate the safekeeping of the assets of the Trust to another custodian. The Trustee must ensure, inter alia, that adjustments to the Trust’s Portfolio are carried out in accordance with the law and the Trust Agreement.
The Trustee will remain the Trustee of the Trust until it is removed, it resigns or the Trust Agreement is terminated. The remuneration received by the Trustee in its capacity as Trustee of the Trust is described in the U.S. Prospectus and reflected in the financial statements contained therein. Absent gross negligence, bad faith, wilful misconduct or wilful malfeasance on its part or reckless disregard of its duties and obligations under the Trust Agreement, the Trustee shall be indemnified from the Trust and held harmless against any loss, liability or expense incurred arising out of or
in connection with the acceptance or administration of the Trust and any action taken in accordance with the provisions of the Trust Agreement.
Designated Market Maker
The designated market maker of the Trust on the SGX-ST is Societe Generale or such other eligible party as may be designated from time to time. The designated market maker is required to make a market for the Units in the secondary market on the SGX-ST to provide for an adequately liquid market for the Units, by amongst others, quoting bid prices to potential sellers and offer prices to potential buyers on the SGX-ST in accordance with the market making requirements of the SGX-ST.
The designated market maker(s) of the Trust may change from time to time. The latest list of designated market maker(s) of the Trust is available at http://www.sgx.com.
For the avoidance of doubt, neither the Sponsor nor the Trustee shall be liable for anything done or omitted or any loss suffered or incurred whatsoever by any person in the event that the designated market maker is not fulfilling its duties to provide for an adequately liquid market for the Units in accordance with the market making requirements of the SGX-ST.
Exercise of Voting Rights on Underlying Securities
The Trustee (rather than the beneficial owners of Units) has the exclusive right to vote all of the voting stocks in the Trust, as Trustee. The Trustee votes the voting stocks of each issuer in the same proportionate relationship that all other shares of each such issuer are voted (known as “mirror voting”) to the extent permissible and, if not permitted, abstains from voting. The Trustee shall not be liable to any person for any action or failure to take any action with respect to such voting matters. There are no restrictions on the Trustee’s right to vote securities or Units when such securities or Units are owned by the Trustee in its individual capacity.
Adjustments to Securities Held by the Trust
The Trust’s Portfolio Securities are not managed and the Trustee adjusts such securities from time to time to maintain the correspondence between the composition and weightings of the Portfolio Securities and the Index Securities.
Use of Financial Derivatives
The Trustee may not use or invest in financial derivatives on behalf of the Trust.
Securities Lending and Repurchase Transactions
The Trustee may not engage in any securities lending transactions or repurchase transactions on behalf of the Trust.
Distributions to Beneficial Owners
The Trustee receives all dividends and other cash distributed with respect to the underlying securities in the Trust (including monies realized by the Trustee from the sale of securities, options, warrants or other similar rights received on such securities), and distributes them (less fees, expenses and any applicable taxes) through DTC and the DTC Participants to the beneficial owners of the Units. A description of the distribution process is contained on pages 13 and 64 to 66 of the U.S. Prospectus. These distribution arrangements will be the same for holders of Units in Singapore, who will receive their entitlements through CDP. Cash dividends distributed to investors in Singapore will be net of expenses incurred by CDP. Where such expenses equal or exceed the amount of the dividend, investors will not receive any dividend.
PricewaterhouseCoopers LLP, as the auditor of the Trust, has given and has not withdrawn its written consent to the issue of this Prospectus with the inclusion herein of, and reference to, as the case may be, (i) its name and (ii) its report, in the form and context in which it is referred to in this Prospectus. The report referred to in this Prospectus was not prepared by PricewaterhouseCoopers LLP for the purpose of inclusion in this Prospectus.
Davis Polk & Wardwell LLP (as legal advisers to the Sponsor as to U.S. law) has given and has not withdrawn its written consent to the inclusion in this Prospectus or references to its name in the form and context which it appears in this Prospectus.
Important Tax Information
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
The following is a description of certain U.S. federal income tax consequences of the beneficial ownership of Units by a person that is, for U.S. federal income tax purposes, a nonresident alien individual, a foreign corporation, a foreign trust or a foreign estate (a “Non-U.S. Holder”). The discussion below does not apply to a Non-U.S. Holder who is a nonresident alien individual and is present in the United States for 183 days or more during any taxable year. Such Non-U.S. Holders should consult their tax advisors with respect to the particular tax consequences to them of an investment in the Trust. The discussion below provides general tax information relating to a Non-U.S. Holder’s investment in Units, but it does not purport to be a comprehensive description of all the U.S. federal income tax considerations that may be relevant to a particular Non-U.S. Holder’s decision to invest in Units. This discussion does not describe all of the tax consequences that may be relevant in light of a Non-U.S. Holder’s particular circumstances or tax consequences applicable to Non-U.S. Holders subject to special rules, such as a nonresident alien individual who is a former citizen or resident of the United States; an expatriated entity; a controlled foreign corporation; a passive foreign investment company; a foreign government for
purposes of Section 892 of the Internal Revenue Code of 1986, as amended (the “Code”) or a tax-exempt organization for U.S. federal income tax purposes.
If an entity that is classified as a partnership for U.S. federal income tax purposes holds Units, the U.S. federal income tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. Partnerships holding Units and partners in such partnerships should consult their tax advisors as to the particular U.S. federal income tax consequences of holding and disposing of the Units in light of their specific circumstances.
This discussion is based on the Code, administrative pronouncements, judicial decisions, and final, temporary and proposed Treasury regulations all as of the date hereof, any of which is subject to change, possibly with retroactive effect.
Prospective purchasers of Units are urged to consult their tax advisors with regard to the application of the U.S. federal income and estate tax laws to their particular situations, as well as any tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.
The U.S. federal income taxation of a Non-U.S. Holder depends on whether the income that the Non-U.S. Holder derives from the Trust is “effectively connected” with a trade or business that the Non-U.S. Holder conducts in the United States (and if required by an applicable tax treaty, is attributable to a U.S. permanent establishment maintained by the Non-U.S. Holder). If the income that a Non-U.S. Holder derives from the Trust is not “effectively connected” with a U.S. trade or business conducted by such Non-U.S. Holder (or, if an applicable tax treaty so provides, the Non-U.S. Holder does not maintain a permanent establishment in the United States), distributions of “investment company taxable income” (as described in the U.S. Prospectus) to such Non-U.S. Holder will generally be subject to U.S. federal withholding tax at a rate of 30% (or lower rate under an applicable tax treaty). There is currently no income tax treaty between the U.S. and Singapore. Provided that certain requirements are satisfied, this withholding tax will not be imposed on dividends paid by the Trust to the extent that the underlying income out of which the dividends are paid consists of U.S.-source interest income or short-term capital gains that would not have been subject to U.S. withholding tax if received directly by the Non-U.S. Holder (“interest-related dividends” and “short-term capital gain dividends”, respectively).
A Non-U.S. Holder whose income from the Trust is not “effectively connected” with a U.S. trade or business (or, if an applicable tax treaty so provides, does not maintain a permanent establishment in the United States) will generally be exempt from U.S. federal income tax on capital gain dividends and any amounts retained by the Trust that are designated as undistributed capital gains, as described in the U.S. Prospectus. In addition, such a Non-U.S. Holder will generally be exempt from U.S. federal income tax on any gains realized upon the sale or exchange of Units.
If the income from the Trust is “effectively connected” with a U.S. trade or business carried on by a Non-U.S. Holder (and, if required by an applicable tax treaty,
is attributable to a U.S. permanent establishment maintained by the Non-U.S. Holder), any distributions of “investment company taxable income,” any capital gain dividends, any amounts retained by the Trust that are designated as undistributed capital gains and any gains realized upon the sale or exchange of Units will be subject to U.S. federal income tax, on a net income basis, at the rates applicable to holders of Units who are U.S. persons for U.S. federal income tax purposes. For more information, see “Federal Income Taxes—Tax Consequences to U.S. Holders” in the U.S. Prospectus. A Non-U.S. Holder that is a corporation may also be subject to the U.S. branch profits tax.
Information returns will be filed with the U.S. Internal Revenue Service (the “IRS”) in connection with certain payments on the Units and may be filed in connection with payments of the proceeds from a sale or other disposition of Units. A Non-U.S. Holder may be subject to backup withholding on distributions or on the proceeds from a redemption or other disposition of Units if such Non-U.S. Holder does not certify its non-U.S. status under penalties of perjury or otherwise establish an exemption. Backup withholding is not an additional tax. Any amounts withheld pursuant to the backup withholding rules will be allowed as a credit against the Non-U.S. Holder’s U.S. federal income tax liability, if any, and may entitle the Non-U.S. Holder to a refund, provided that the required information is furnished to the IRS on a timely basis.
In order to qualify for the exemption from U.S. withholding on interest-related dividends, to qualify for an exemption from U.S. backup withholding and to qualify for a reduced rate of U.S. withholding tax on Trust distributions pursuant to an income tax treaty, a Non-U.S. Holder must generally deliver to the withholding agent a properly executed IRS form (generally, Form W-8BEN or Form W-8BEN-E, as applicable). In order to claim a refund of any Trust-level taxes imposed on undistributed net capital gain, any withholding taxes or any backup withholding, a Non-U.S. Holder must obtain a U.S. taxpayer identification number and file a U.S. federal income tax return, even if the Non-U.S. Holder would not otherwise be required to obtain a U.S. taxpayer identification number or file a U.S. income tax return.
Under Sections 1471 through 1474 of the Code (“FATCA”), a withholding tax at the rate of 30% will generally be imposed on payments of dividends on Units to certain foreign entities (including financial intermediaries) unless the foreign entity provides the withholding agent with certifications and other information (which may include information relating to ownership by U.S. persons of interests in, or accounts with, the foreign entity). Treasury and the IRS have issued proposed regulations that (i) provide that “withholdable payments” will not include gross proceeds from the disposition of property that can produce U.S. source dividends or interest, as otherwise would have been the case after December 31, 2018 and (ii) state that taxpayers may rely on these provisions of the proposed regulations until final regulations are issued. If FATCA withholding is imposed, a beneficial owner of Units that is not a foreign financial institution generally may obtain a refund of any amounts
withheld by filing a U.S. federal income tax return (which may entail significant administrative burden). Non-U.S. Holders should consult their tax advisors regarding the possible implications of FATCA on their investment in Units.
CERTAIN SINGAPORE TAX CONSIDERATIONS
The following is a general description of material Singapore income tax, stamp duty and estate duty consequences of the ownership and disposal of Units. The summary discussion below is not intended to be, and does not purport to be, a comprehensive analysis of all the tax consequences relating to ownership and disposal of Units by a person who, for purposes of taxation in Singapore, is regarded as a Singapore resident taxpayer or otherwise. Prospective investors of Units should consult their own tax advisors concerning the tax consequences of their particular situations. This description, which is not intended to and does not constitute legal or tax advice, is based on laws, regulations and interpretations now in effect and available as of the date of this Prospectus. The laws, regulations and interpretations, however, may change at any time, and any change could be retroactive to the date of ownership of the Units. These laws and regulations are also subject to various interpretations and the relevant tax authorities or the courts could later disagree with the explanations or conclusions set out below.
Subject to certain exceptions, Singapore tax resident and non-resident companies are subject to Singapore income tax on income accruing in or derived from Singapore and on foreign income received or deemed received in Singapore.
Foreign-sourced income in the form of branch profits, dividends and service income received or deemed received in Singapore by a resident corporate taxpayer is, however, tax-exempt (subject to certain conditions) if:
(a) the foreign income had been subject to tax in the foreign jurisdiction from which they were received. The rate at which the foreign income was taxed can be different from the headline tax rate;
(b) the highest corporate tax rate of the foreign jurisdiction from which the income is received is at least 15% at the time the foreign income is received in Singapore; and
(c) the Comptroller of Income Tax is satisfied that the tax exemption would be beneficial to the person resident in Singapore.
Resident and non-resident individuals are generally taxed on income arising in or derived from Singapore.
All foreign-sourced personal income received or deemed received in Singapore on or after January 1, 2004 by a Singapore tax resident individual (except where such income is received through a partnership in Singapore or where the overseas employment is incidental to a Singapore employment) will be exempt from tax in
Singapore. Certain investment income derived from Singapore sources by individuals on or after January 1, 2004 will also be exempt from tax.
A company is regarded as a tax resident in Singapore if the control and management of its business is exercised in Singapore; “control and management” is the making of decisions on strategic matters, such as those on company policy and strategy. Typically, the location of the company’s board of directors meetings, during which strategic decisions are made, is a key factor in determining where the control and management is exercised. An individual is regarded as a tax resident in Singapore for income tax purposes if, in the calendar year preceding the year of assessment, he is physically present in Singapore or exercised an employment in Singapore (other than as a director of a company) for 183 days or more, or if he is a Singaporean or Singapore permanent resident if he has established his permanent home in Singapore.
The corporate tax rate is 17% from the Year of Assessment 2010 (i.e., calendar year ended in 2009). With effect from the Year of Assessment 2020, the first SGD10,000 of normal chargeable income will be eligible for a 75% tax exemption, with a further 50% tax exemption given on the next SGD190,000 of normal chargeable income. In respect of new start-up companies (where any of the first three Years of Assessment falls in or after the Year of Assessment 2020), the first SGD100,000 of normal chargeable income will be eligible for a 75% tax exemption, with a further 50% tax exemption given on the next SGD100,000 of normal chargeable income.
Singapore tax resident individuals are subject to tax based on a progressive scale. Since the Year of Assessment 2017 (i.e., calendar year ended in 2016), the top marginal rate is 22%.
The employment income of non-resident individuals is taxed at the flat rate of 15% or the progressive resident tax rates, whichever is the higher tax amount. From the Year of Assessment 2017, the tax rates for non-resident individuals (except certain reduced final withholding tax rates) has been raised from 20% to 22%. This is to maintain parity between the tax rates of non-resident individuals and the top marginal tax rate of resident individuals.
All tax residents in Singapore will be affected by tax rebates and exemptions granted by the Singapore government from time to time in line with its current financial and fiscal policies.
Dividends accrue in the year that they are declared payable.
Generally, the following dividends are not taxable:
dividends paid on or after 1 January 2008 by a Singapore resident company under the one-tier corporate tax system except co-operatives;
foreign dividends received in Singapore on or after 1 January 2004 by resident individuals. If an individual resident in Singapore receives foreign-sourced dividends through a partnership in Singapore, these dividends may be exempt from Singapore tax if certain conditions are met; and
income distribution from real estate investment trusts (“REITs”), except distributions derived by individuals through a partnership in Singapore, or from the carrying on of a trade, business or profession in REITs.
Capital Gains Tax
Generally, profits or losses derived from the buying and selling of shares or other financial instruments are viewed as personal investments. These profits are capital gains and are not taxable.
Adoption of FRS 109 treatment for Singapore income tax purposes
In addition, with effect from 1 January 2018, the Financial Reporting Standards 109 (“FRS 109”) has replaced the previous Financial Reporting Standards 39 (“FRS 39”). For holders of the Units, this means that they may be required, for income tax purposes, to recognise gains or losses, irrespective of disposal, in accordance with FRS 109 and, unlike the previous approach for FRS 39, there is no option for companies to opt out of the FRS 109 tax treatment.
Holders of the Units who may be subject to the tax treatment under the FRS 109 should consult their own accounting and tax advisors regarding the Singapore income tax consequences.
Stamp duty will not be imposed on instruments of transfers relating to the Units. In the event of a change of trustee for the SPDR DJIA Trust, there will be no stamp duty on any document effecting the appointment of a new trustee and the transfer of trust assets from the incumbent trustee to the new trustee.
The Singapore government announced on February 15, 2008 that estate duty would be abolished for deaths occurring on and after February 15, 2008.
Queries and Complaints
Investors may call the following toll free number to seek any clarification regarding the Trust: +1-866-787-2257.
Additional Information on the DJIA
The index provider is S&P, who is independent from the Trustee. The computation of the DJIA may be inaccurate or incomplete if, amongst other factors,
the information received by S&P is inaccurate or incomplete. No warranty, representation or guarantee is given as to the accuracy or completeness of the DJIA and its computation or any information related thereto. The process and the basis of computing and compiling the DJIA and any of its related formulae, constituent companies and factors may at any time be changed or altered by S&P without notice.
The Index Securities which comprise the DJIA are changed by S&P from time to time. The price of Units may rise or fall as a result of such changes. The composition of the DJIA may also change if one of the constituent companies were to delist its securities or if a new eligible company were to list its securities and be added to the DJIA. If this happens, the weighting or composition of the Index Securities invested by the Trust would be changed as considered appropriate by the Trustee in order to achieve the investment objective. Thus, an investment in Units will generally reflect the DJIA as its constituents change from time to time, and not necessarily the way it is comprised at the time of an investment in Units.
The Index Securities held by the Trust will passively reflect the distribution of companies whose securities are included in the DJIA. Therefore, adverse changes in the financial condition or share performance of any company included in the DJIA will not result in the sale of the shares of such company by the Trust, and will be likely to adversely affect the Trust’s net asset value and the trading price of Units. The Trustee will have limited discretion to remove the securities of such company from the Trust.
S&P OPCO LLC (“S&P OPCO”), a subsidiary of S&P (as successor-in-interest to Dow Jones & Company, Inc.), per a license from Standard & Poor’s Financial Services LLC, and State Street Global Advisors Funds Distributors, LLC (“SSGA FD”) have entered into a license agreement, as amended from time to time (the “License Agreement”). The License Agreement grants SSGA FD, an affiliate of the Trustee, a license to use the DJIA and to use certain trade names and trademarks of S&P OPCO in connection with the Trust. The DJIA also serves as the basis for determining the composition of the Trust’s portfolio. In the event that the DJIA is no longer available for use by the Trust, the Trustee will source for a suitable replacement index that gives, in the opinion of the Trustee, the same or substantially similar equity exposure as the DJIA. There are no material conditions in the License Agreement in relation to the use of the DJIA which may prevent the Trust from achieving its investment objective.
Further information on the DJIA is available online at http://www.djaverages.com.
Tracking Error Risk
Factors such as the fees and expenses of the Trust, imperfect correlation between the Portfolio Securities and the Index Securities constituting the DJIA, rounding of share prices, changes to the DJIA and regulatory policies may affect the Trustee’s
ability to achieve close correlation with the performance of the DJIA. The Trust’s returns may therefore deviate from the DJIA and there is no assurance that the Trust will be able to fully track the performance of the DJIA. The Portfolio Securities may be adjusted from time to time to reflect any changes to the composition of, or the weighting of securities in, the DJIA, with a view towards minimizing tracking error of the Trust’s overall returns relative to the performance of the DJIA.
If the DJIA comprises Index Securities that are concentrated in a particular group of stocks, industry or group of industries, the Trust may be adversely affected by the performance of those stocks and be subject to price volatility. In addition, if the Trust is concentrated in a single stock, group of stocks, industry or group of industries, it may be more susceptible to any single economic, market, political or regulatory occurrence.
The Units of the SPDR DJIA Trust are Specified Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products) and capital markets products other than prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018).