ProspectusApril 12, 2016, as revised July 1, 2016

SSGA Active Trust

SPDR® DoubleLine® Emerging Markets Fixed Income ETF (EMTL)

Principal U.S. Listing Exchange: BATS Exchange, Inc.

The U.S. Securities and Exchange Commission has not approved or disapproved these securities or passed upon the accuracy or adequacy of thisProspectus. Any representation to the contrary is a criminal offense. Shares in the Fund are not guaranteed or insured by the Federal DepositInsurance Corporation or any other agency of the U.S. Government, nor are Shares deposits or obligations of any bank. It is possible to lose moneyby investing in the Fund.

Table of Contents

Fund Summary

SPDR DoubleLine Emerging Markets Fixed Income ETF 1

Additional Strategies Information 9

Additional Risk Information 9

Management 20

Trademark Licenses/Disclaimers 21

Additional Purchase and Sale Information 21

Distribution and Servicing Plan 22

Distributions 22

Portfolio Holdings Disclosure 23

Additional Tax Information 23

General Information 25

Premium/Discount Information 26

Financial Highlights 26

Where to Learn More about the Fund Back Cover

FUND SUMMARY

SPDR® DoubleLine® Emerging Markets Fixed Income ETF

INVESTMENT OBJECTIVEThe SPDR DoubleLine Emerging Markets Fixed Income ETF (the “Fund”) seeks to provide high total returnfrom current income and capital appreciation.

FEES AND EXPENSES OF THE FUND

The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund (“FundShares”). This table and the Example below reflect the expenses of the Fund and do not reflect brokeragecommissions you may pay on purchases and sales of Fund Shares.

ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment):

Management fees 0.75%Distribution and service (12b-1) fees1 0.00%Other expenses2 0.00%Total annual Fund operating expenses 0.75%Less contractual fee waiver3 -0.10%Net annual Fund operating expenses 0.65%1 The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be

made; however, the Fund’s Board of Trustees has determined that no such payments will be made through the next twelve (12) months ofoperation.

2 Other expenses are based on estimated amounts for the current fiscal year.3 SSGA Funds Management, Inc. (“SSGA FM” or “Adviser”) has contractually agreed to waive its advisory fee and/or reimburse certain

expenses, until October 31, 2017, so that the net annual fund operating expenses of the Fund will be limited to 0.65% of the Fund’s averagedaily net assets before application of any extraordinary expenses or acquired fund fees and expenses. The contractual fee waiver and/orreimbursement does not provide for the recoupment by the Adviser of any fees the Adviser previously waived. The Adviser may continue thewaiver and/or reimbursement from year to year, but there is no guarantee that the Adviser will do so and after October 31, 2017, the waiverand/or reimbursement may be cancelled or modified at any time. This waiver and/or reimbursement may not be terminated during the relevantperiod except with the approval of the SSGA Active Trust’s Board of Trustees.

EXAMPLE:

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in othermutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated, and then sellall of your Fund Shares at the end of those periods. The Example also assumes that your investment has a 5% returneach year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher orlower, based on these assumptions your costs would be:

Year 1 Year 3

$66 $230

PORTFOLIO TURNOVER:

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” itsportfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes whenFund Shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expensesor in the Example, affect the Fund’s performance. Because the Fund had not commenced operations as of the dateof this Prospectus, the Fund does not have a portfolio turnover rate.

THE FUND’S PRINCIPAL INVESTMENT STRATEGY

Under normal circumstances, the Fund will invest at least 80% of its net assets (plus the amount of borrowings forinvestment purposes) in emerging market fixed income securities. Fixed income securities are defined as fixedincome securities issued or guaranteed by foreign corporations or foreign governments, including securities issued orguaranteed by companies (including hybrid securities), financial institutions, or government entities in emerging

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market countries; corporate or government bonds; sovereign debt; structured securities; foreign currencytransactions; certain derivatives; preferred securities; zero coupon bonds; credit-linked notes; pass through notes;bank loans; and perpetual maturity bonds. If the Fund changes this investment policy, it will notify shareholders atleast 60 days in advance of the change. Fixed income securities may have fixed or variable interest rates and anymaturity. The Fund may also invest in exchange-traded foreign equity securities and depositary receipts. The Fundwill generally invest in securities and/or instruments from at least five emerging market countries, with no more than20% allocated to a single country. An “emerging market country” is a country that, at the time the Fund invests inthe related security or instrument, is classified as an emerging or developing economy by any supranationalorganization such as the World Bank or the United Nations, or related entities, or is considered an emerging marketcountry for purposes of constructing a major emerging market securities index. A security or instrument isconsidered to be from an emerging market country if the issuer or guarantor of the security or instrument is eitherdomiciled in an emerging market country or derives a majority of its cash flow or revenue from an emerging marketcountry. Certain fixed income securities held by the Fund may not be registered under the Securities Act of 1933(“1933 Act”), including securities that are typically purchased pursuant to Rule 144A or Regulation S promulgatedunder the 1933 Act. These securities are expected to be liquid.

The Fund may invest in fixed income securities of any credit quality, but seeks to invest no more than 20%, at thetime of investment, in fixed income securities that are unrated, rated BB+ or lower by Standard & Poor’s RatingService or Ba1 or lower by Moody’s Investor Service, Inc. or the equivalent by any other nationally recognizedstatistical rating organization. Corporate bonds and certain other fixed income securities rated below investmentgrade, or such instruments that are unrated and are determined by the Sub-Adviser to be of comparable quality, arehigh yield, high risk bonds, commonly known as junk bonds. The Fund may invest in hybrid securities relating toemerging market countries. A hybrid security may be created by combining an income-producing debt security andthe right to receive payment based on the change in the price of an equity security.

The Fund may conduct foreign currency transactions on a spot (i.e., cash) or forward basis (i.e., by entering intoforward contracts to purchase or sell foreign currencies). The Fund may also invest in the following derivatives:foreign currency futures; credit default swaps; and options, swaps, futures, and forward contracts on securities.These practices may be used to hedge the Fund’s portfolio (e.g., to hedge against currency fluctuations), as well asfor investment purposes (e.g., to gain exposure to certain issuers or emerging markets); however, such practicessometimes may reduce returns or increase volatility. All such derivatives will be exchange traded or centrally cleared.

In allocating investments among various emerging market countries, the Sub-Adviser attempts to analyze internalpolitical, market and economic factors. These factors may include public finances, monetary policy, externalaccounts, financial markets, foreign investment regulations, stability of exchange rate policy, and labor conditions.

In managing the Fund’s investments, under normal market conditions, the Sub-Adviser intends to seek to constructan investment portfolio with a weighted average effective duration of no less than two years and no more than eightyears. Duration is a measure of the expected life of a fixed income instrument that is used to determine thesensitivity of a security’s price to changes in interest rates. Effective duration is a measure of the Fund’s portfolioduration adjusted for the anticipated effect of interest rate changes on bond and mortgage pre-payment rates. Theeffective duration of the Fund’s investment portfolio may vary materially from its target, from time to time, and thereis no assurance that the effective duration of the Fund’s investment portfolio will not exceed its target. The Fundmay invest without limit in investments denominated in any currency, but expects to invest a portion of its assets ininvestments denominated in the U.S. dollar. Securities held by the Fund may be sold at any time. By way ofexample, sales may occur when the Sub-Adviser perceives deterioration in the credit fundamentals of the issuer,when the Sub-Adviser believes there are negative macro geo-political considerations that may affect the issuer,when the Sub-Adviser determines to take advantage of a better investment opportunity, or the individual security hasreached the Sub-Adviser’s sell target.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As with all investments, there are certain risks of investing in the Fund. Fund Shares will change in value, and youcould lose money by investing in the Fund. An investment in the Fund is not insured or guaranteed by the FederalDeposit Insurance Corporation or any other government agency.

Bank Loan Risk: The Fund may invest in secured and unsecured participations in bank loans and assignments ofsuch loans. In making investments in such loans, which are made by banks or other financial intermediaries toborrowers, the Fund will depend primarily upon the creditworthiness of the borrower for payment of principal

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and interest which will expose the Fund to the credit risk of both the financial institution and the underlyingborrower. The market for bank loans may not be highly liquid and the Fund may have difficulty selling them. TheFund may also experience settlement delays with respect to bank loan trades. Participations by the Fund in alender’s portion of a bank loan typically will result in the Fund having a contractual relationship only with suchlender, not with the borrower. The Fund may have the right to receive payments of principal, interest and anyfees to which it is entitled only from the lender selling a loan participation and only upon receipt by such lenderof such payments from the borrower. In connection with purchasing participations, the Fund generally will haveno right to enforce compliance by the borrower with the terms of the loan agreement, nor any rights withrespect to any funds acquired by other lenders through set-off against the borrower, and the Fund may notdirectly benefit from any collateral supporting the loan in which it has purchased the participation. As a result,the Fund may assume the credit risk of both the borrower and the lender selling the participation. Further, loansheld by the Fund may not be considered securities and, therefore, purchasers, such as the Fund, may not beentitled to rely on the strong anti-fraud protections of the federal securities laws.

Counterparty Risk: The Fund will be subject to credit risk with respect to the counterparties with which theFund enters into derivatives contracts, repurchase agreements, reverse repurchase agreements, and othertransactions. If a counterparty fails to meet its contractual obligations, the Fund may be unable to terminate orrealize any gain on the investment or transaction, or to recover collateral posted to the counterparty, resulting ina loss to the Fund. If the Fund holds collateral posted by its counterparty, it may be delayed or prevented fromrealizing on the collateral in the event of a bankruptcy or insolvency proceeding relating to the counterparty.

Currency Risk: The value of the Fund’s assets may be affected favorably or unfavorably by currency exchangerates, currency exchange control regulations, and restrictions or prohibitions on the repatriation of foreigncurrencies. Foreign currency exchange rates may have significant volatility, and changes in the values of foreigncurrencies against the U.S. dollar may result in substantial declines in the values of the Fund’s assetsdenominated in foreign currencies.

Debt Securities Risk: The values of debt securities may increase or decrease as a result of the following:market fluctuations, increases in interest rates, actual or perceived inability or unwillingness of issuers,guarantors or liquidity providers to make scheduled principal or interest payments or illiquidity in debt securitiesmarkets; the risk of low rates of return due to reinvestment of securities during periods of falling interest ratesor repayment by issuers with higher coupon or interest rates; and/or the risk of low income due to falling interestrates. To the extent that interest rates rise, certain underlying obligations may be paid off substantially slowerthan originally anticipated and the value of those securities may fall sharply. The U.S. is experiencing historicallylow interest rate levels. However, economic recovery and the tapering of the Federal Reserve Board’squantitative easing program increase the likelihood that interest rates will rise in the future. A rising interest rateenvironment may cause the value of the Fund’s fixed income securities to decrease, an adverse impact on theliquidity of the Fund’s fixed income securities, and increased volatility of the fixed income markets. If theprincipal on a debt obligation is prepaid before expected, the prepayments of principal may have to be reinvestedin obligations paying interest at lower rates. During periods of falling interest rates, the income received by theFund may decline. Changes in interest rates will likely have a greater effect on the values of debt securities oflonger durations. Returns on investments in debt securities could trail the returns on other investment options,including investments in equity securities.

Depositary Receipts Risk: Investments in depositary receipts may be less liquid and more volatile than theunderlying securities in their primary trading market. If a depositary receipt is denominated in a differentcurrency than its underlying securities, the Fund will be subject to the currency risk of both the investment in thedepositary receipt and the underlying security. Holders of depositary receipts may have limited or no rights totake action with respect to the underlying securities or to compel the issuer of the receipts to take action.

Derivatives Risk: Derivative transactions can create investment leverage and may have significant volatility. It ispossible that a derivative transaction will result in a much greater loss than the principal amount invested, andthe Fund may not be able to close out a derivative transaction at a favorable time or price. The counterparty to aderivatives contract may be unable or unwilling to make timely settlement payments, return the Fund’s margin,or otherwise honor its obligations. A derivatives transaction may not behave in the manner anticipated by theSub-Adviser or may not have the effect on the Fund anticipated by the Sub-Adviser.

Emerging Markets Risk: Risks of investing in emerging markets include, among others, greater political andeconomic instability, greater volatility in currency exchange rates, less developed securities markets, possible

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trade barriers, currency transfer restrictions, a more limited number of potential buyers and issuers, an emergingmarket country’s dependence on revenue from particular commodities or international aid, less governmentalsupervision and regulation, unavailability of currency hedging techniques, differences in auditing and financialreporting standards, and less developed legal systems. There is also the potential for unfavorable action such asexpropriation, nationalization, embargo, and acts of war. The securities of emerging market companies maytrade less frequently and in smaller volumes than more widely held securities. Market disruptions or substantialmarket corrections may limit very significantly the liquidity of securities of certain companies in a particularcountry or geographic region, or of all companies in the country or region. The Fund may be unable to liquidateits positions in such securities at any time, or at a favorable price, in order to meet the Fund’s obligations. Theserisks are generally greater for investments in frontier market countries, which typically have smaller economiesor less developed capital markets than traditional emerging market countries.

Equity Investing Risk: The market prices of equity securities owned by the Fund may go up or down,sometimes rapidly or unpredictably. The value of a security may decline for a number of reasons that maydirectly relate to the issuer and also may decline due to general industry or market conditions that are notspecifically related to a particular company. In addition, equity markets tend to move in cycles, which may causestock prices to fall over short or extended periods of time.

Financial Sector Risk: Financial services companies are subject to extensive governmental regulation whichmay limit both the amounts and types of loans and other financial commitments they can make, the interestrates and fees they can charge, the scope of their activities, the prices they can charge and the amount of capitalthey must maintain. Profitability is largely dependent on the availability and cost of capital funds and canfluctuate significantly when interest rates change or due to increased competition. In addition, deterioration ofthe credit markets generally may cause an adverse impact in a broad range of markets, including U.S. andinternational credit and interbank money markets generally, thereby affecting a wide range of financialinstitutions and markets. Certain events in the financial sector may cause an unusually high degree of volatility inthe financial markets, both domestic and foreign, and cause certain financial services companies to incur largelosses. Securities of financial services companies may experience a dramatic decline in value when suchcompanies experience substantial declines in the valuations of their assets, take action to raise capital (such asthe issuance of debt or equity securities), or cease operations. Credit losses resulting from financial difficulties ofborrowers and financial losses associated with investment activities can negatively impact the sector. Insurancecompanies may be subject to severe price competition.

Geographic Focus Risk: The performance of a fund that is less diversified across countries or geographicregions will be closely tied to market, currency, economic, political, environmental, or regulatory conditions anddevelopments in the country or region in which the fund invests, and may be more volatile than the performanceof a more geographically-diversified fund.

Latin America: Latin American economies are generally considered emerging markets and are generallycharacterized by high interest, inflation, and unemployment rates. Currency devaluations in any one LatinAmerican country can have a significant effect on the entire Latin American region. Because commoditiessuch as oil and gas, minerals, and metals represent a significant percentage of the region’s exports, theeconomies of Latin American countries are particularly sensitive to fluctuations in commodity prices. Arelatively small number of Latin American companies represents a large portion of Latin America’s totalmarket and thus may be more sensitive to adverse political or economic circumstances and marketmovements.

High Yield Securities Risk: Securities rated below investment grade, commonly referred to as “junk bonds,”include bonds that are rated Ba1/BB+/BB+ or below by Moody’s Investors Service, Inc., Fitch Inc., or Standard &Poor’s Financial Services, LLC, respectively, or unrated securities considered to be of equivalent quality by theSub-Adviser, and may involve greater risks than securities in higher rating categories. Such bonds are regardedas speculative in nature, involve greater risk of default by the issuing entity and may be subject to greater marketfluctuations than higher rated debt securities. They are usually issued by entities without long track records ofsales and earnings, or by entities with questionable credit strength. The retail secondary market for these “junkbonds” may be less liquid than that of higher rated securities and adverse conditions could make it difficult attimes to sell certain securities or could result in lower prices than those used in calculating the Fund’s net assetvalue. High yield securities also may present greater credit risk because such securities may be issued inconnection with corporate restructuring by highly leveraged issuers or may not be current in the payment ofinterest or principal or in default.

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Income Risk: The Fund’s income may decline due to falling interest rates or other factors. Issuers of securitiesheld by the Fund may call or redeem the securities during periods of falling interest rates, and the Fund wouldlikely be required to reinvest in securities paying lower interest rates. If an obligation held by the Fund is prepaid,the Fund may have to reinvest the prepayment in other obligations paying income at lower rates.

Interest Rate Risk – Preferred Securities: Because many preferred securities pay dividends at a fixed rate,their market price can be sensitive to changes in interest rates in a manner similar to bonds — that is, as interestrates rise, the value of the preferred securities held by the Fund are likely to decline. To the extent that the Fundinvests a substantial portion of its assets in fixed rate preferred securities, rising interest rates may cause thevalue of the Fund’s investments to decline significantly. Preferred securities often have call features which allowthe issuer to redeem the security at its discretion. The redemption of a preferred security having a higher thanaverage yield may cause a decrease in the Fund’s yield.

Issuer Risk – Preferred Securities: Because many preferred securities allow holders to convert the preferredsecurities into common stock of the issuer, their market price can be sensitive to changes in the value of theissuer’s common stock and, therefore, declining common stock values may also cause the value of the Fund’sinvestments to decline.

Leveraging Risk: Use of leverage by the Fund may have the effect of increasing the volatility of the value of theFund’s portfolio, and may entail risk of loss in excess of the Fund’s invested capital. To the extent the Fund usesleverage, the Fund’s losses (and gains) may be greater than if the Fund had not used leverage.

Liquidity Risk: Lack of a ready market or restrictions on resale may limit the ability of the Fund to sell a securityat an advantageous time or price or at all. Illiquid securities may trade at a discount from comparable, more liquidinvestments and may be subject to wide fluctuations in market value. Illiquidity of the Fund’s holdings may limitthe ability of the Fund to obtain cash to meet redemptions on a timely basis. In addition, the Fund, due tolimitations on investments in any illiquid securities and/or the difficulty in purchasing and selling suchinvestments, may be unable to achieve its desired level of exposure to a certain market or sector.

Management Risk: The Fund is actively managed. The Sub-Adviser’s judgments about the attractiveness,relative value, or potential appreciation of a particular sector, security, commodity or investment strategy or as toa hedging strategy may prove to be incorrect, and may cause the Fund to incur losses. There can be noassurance that the Sub-Adviser’s investment techniques and decisions will produce the desired results.

Market Risk: The Fund’s investments are subject to changes in general economic conditions, and generalmarket fluctuations and the risks inherent in investment in securities markets. Investment markets can bevolatile and prices of investments can change substantially due to various factors including, but not limited to,economic growth or recession, changes in interest rates, changes in the actual or perceived creditworthiness ofissuers, and general market liquidity. The Fund is subject to the risk that geopolitical events will disruptsecurities markets and adversely affect global economies and markets.

Non-U.S. Securities Risk: Non-U.S. securities (including depositary receipts) are subject to political, regulatory,and economic risks not present in domestic investments. There may be less information publicly available abouta non-U.S. entity than about a U.S. entity, and many non-U.S. entities are not subject to accounting, auditing,legal and financial report standards comparable to those in the Unites States. Further, such entities and/or theirsecurities may be subject to risks associated with currency controls; expropriation; changes in tax policy; greatermarket volatility; differing securities market structures; higher transaction costs; and various administrativedifficulties, such as delays in clearing and settling portfolio transactions or in receiving payment of dividends.Securities traded on foreign markets may be less liquid (harder to sell) than securities traded domestically.Foreign governments may impose restrictions on the repatriation of capital to the U.S. In addition, whenthe Fund buys securities denominated in a foreign currency, there are special risks such as changes in currencyexchange rates and the risk that a foreign government could regulate foreign exchange transactions. In addition,to the extent investments are made in a limited number of countries, events in those countries will have a moresignificant impact on the Fund. Investments in depositary receipts may be less liquid and more volatile than theunderlying shares in their primary trading market.

Pass-Through Securities Risk: Pass-through securities are debt obligations backed by a pool of assets, such asmortgages. In addition to the risks associated with investing in debt securities generally, pass-through securitiesare subject to changes in the payment patterns of borrowers of the underlying debt. When interest rates fall,borrowers are more likely to refinance or prepay their debt before its stated maturity. This may result in the Fund

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having to reinvest the proceeds in lower yielding securities, effectively reducing the fund’s income. Conversely,if interest rates rise and borrowers repay their debt more slowly than expected, the time in which pass-throughsecurities are paid off could be extended, reducing the Fund’s cash available for reinvestment in higher yieldingsecurities.

Perpetual Bond Risk: Perpetual bonds offer a fixed return with no maturity date. Because they nevermature, perpetual bonds can be more volatile than other types of bonds that have a maturity date and may haveheightened sensitivity to changes in interest rates. If market interest rates rise significantly, the interest rate paidby a perpetual bond may be much lower than the prevailing interest rate. Perpetual bonds are also subject tocredit risk with respect to the issuer. In addition, because perpetual bonds may be callable after a set period oftime, there is the risk that the issuer may recall the bond.

Preferred Securities Risk: Generally, preferred security holders have no or limited voting rights. In addition,preferred securities are subordinated to bonds and other debt instruments in a company’s capital structure andtherefore will be subject to greater credit risk than those debt instruments. Unlike debt securities, dividendpayments on a preferred security typically must be declared by the issuer’s board of directors. An issuer’s boardof directors is generally not under any obligation to pay a dividend (even if such dividends have accrued). In theevent an issuer of preferred securities experiences economic difficulties, the issuer’s preferred securities maylose substantial value due to the reduced likelihood that the issuer’s board of directors will declare a dividendand the fact that the preferred security may be subordinated to other securities of the same issuer.

Restricted Securities Risk: The Fund may hold securities that have not been registered for sale to the publicunder the U.S. federal securities laws. There can be no assurance that a trading market will exist at any time forany particular restricted security. Limitations on the resale of these securities may have an adverse effect ontheir marketability, and may prevent the Fund from disposing of them promptly at reasonable prices. The Fundmay have to bear the expense of registering the securities for resale and the risk of substantial delays ineffecting the registration. Also, restricted securities may be difficult to value because market quotations may notbe readily available, and the securities may have significant volatility.

Sovereign Debt Obligations Risk: Investments in debt securities issued by governments or by governmentagencies and instrumentalities involve the risk that the governmental entities responsible for repayment may beunable or unwilling to pay interest and repay principal when due. Many sovereign debt obligations may be ratedbelow investment grade (“junk” bonds). Any restructuring of a sovereign debt obligation held by the Fund willlikely have a significant adverse effect on the value of the obligation. In the event of default of sovereign debt,the Fund may be unable to pursue legal action against the sovereign issuer or to realize on collateral securing thedebt.

Structured Securities Risk: Structured securities generally include privately-issued and publicly-issuedstructured securities, including certain publicly-issued structured securities that are not agency securities. Aninvestment in a structured product may decline in value due to changes in the underlying instruments on whichthe product is based. The cash flow or rate of return on a structured investment may be determined by applyinga multiplier to the rate of total return on the underlying investments or referenced indicator. Application of amultiplier is comparable to the use of financial leverage, a speculative technique. Holders of structured productsindirectly bear risks associated with the underlying investments, index or reference obligation, and are subject tocounterparty risk. Structured products are generally privately offered and sold, and thus, are not registered underthe securities laws. Certain structured products may be thinly traded or have a limited trading market and mayhave the effect of increasing the Fund’s illiquidity to the extent that the Fund, at a particular point in time, maybe unable to find qualified buyers for these securities. Structured notes are derivative securities for which theamount of principal repayment and/or interest payments is based on the movement of one or more “factors.”Investments in structured notes, including credit-linked notes, involve risks including interest rate risk, credit riskand market risk. Where the Fund’s investments in structured notes are based upon the movement of one ormore factors, depending on the factor used and the use of multipliers or deflators, changes in interest rates andmovement of the factor may cause significant price fluctuations.

Unconstrained Sector Risk: The Fund may invest a substantial portion of its assets within one or moreeconomic sectors or industries, which may change from time to time. Greater investment focus on one or moresectors or industries increases the potential for volatility and the risk that events negatively affecting suchsectors or industries could reduce returns, potentially causing the value of the Fund’s Shares to decrease,perhaps significantly.

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Valuation Risk: Some portfolio holdings, potentially a large portion of the Fund’s investment portfolio, may bevalued on the basis of factors other than market quotations. This may occur more often in times of marketturmoil or reduced liquidity. There are multiple methods that can be used to value a portfolio holding whenmarket quotations are not readily available. The value established for any portfolio holding at a point in timemight differ from what would be produced using a different methodology or if it had been priced using marketquotations. Portfolio holdings that are valued using techniques other than market quotations, including “fairvalued” securities, may be subject to greater fluctuation in their valuations from one day to the next than ifmarket quotations were used. In addition, there is no assurance that the Fund could sell or close out a portfolioposition for the value established for it at any time, and it is possible that the Fund would incur a loss because aportfolio position is sold or closed out at a discount to the valuation established by the Fund at that time.Investors who purchase or redeem Fund Shares on days when the Fund is holding fair-valued investments mayreceive fewer or more shares or lower or higher redemption proceeds than they would have received if the Fundhad not fair-valued the holding(s) or had used a different valuation methodology.

Variable and Floating Rate Securities Risk: During periods of increasing interest rates, changes in the couponrates of variable or floating rate securities may lag behind the changes in market rates or may have limits on themaximum increases in coupon rates. Alternatively, during periods of declining interest rates, the coupon rates onsuch securities will typically readjust downward resulting in a lower yield. In addition, investment in derivativevariable rate securities, such as inverse floaters, whose rates vary inversely with market rates of interest, orrange floaters or capped floaters, whose rates are subject to periodic or lifetime caps, or in securities that pay arate of interest determined by applying a multiple to the variable rate involves special risks as compared toinvestment in a fixed-rate security and may involve leverage.

Zero Coupon Bond Risk: Zero-coupon bonds usually trade at a deep discount from their face or par values andare subject to greater market value fluctuations from changing interest rates than debt obligations of comparablematurities that make current distributions of interest.

FUND PERFORMANCE

The Fund has not yet completed a full calendar year of investment operations and therefore does not have anyperformance history. Once the Fund has completed a full calendar year of operations, a bar chart and table willbe included that will provide some indication of the risks of investing in the Fund by showing the variability of theFund’s returns based on net assets and comparing the Fund’s performance to a broad-based securities index.When available, the Fund will make updated performance information available by calling 1-866-787-2257 orvisiting the Fund’s website: https://www.spdrs.com.

PORTFOLIO MANAGEMENT

INVESTMENT ADVISER AND SUB-ADVISER

SSGA FM serves as the investment adviser to the Fund. DoubleLine Capital LP serves as the investment sub-adviserto the Fund, subject to supervision by the Adviser and the Board of Trustees.

PORTFOLIO MANAGERS

The professionals primarily responsible for the day-to-day management of the Fund are Luz Padilla, Mark Christensenand Su Fei Koo.

Luz Padilla is a Director and Lead Portfolio Manager at DoubleLine. Ms. Padilla joined DoubleLine in December 2009.

Mark Christensen is a Portfolio Manager at DoubleLine. Mr. Christensen joined DoubleLine in December 2009.

Su Fei Koo is a Portfolio Manager at DoubleLine. Ms. Koo joined DoubleLine in December 2009.

PURCHASE AND SALE INFORMATION

The Fund will issue (or redeem) Fund Shares to certain institutional investors (typically market makers or otherbroker-dealers) only in large blocks of 50,000 Fund Shares known as “Creation Units.” Creation Unit transactions aretypically conducted in exchange for the deposit or delivery of a designated portfolio of in-kind securities and/or cash.

Individual Fund Shares may only be purchased and sold on the BATS Exchange, Inc. (the “Exchange”), other nationalsecurities exchanges, electronic crossing networks and other alternative trading systems through your broker-dealerat market prices. Because Fund Shares trade at market prices rather than at net asset value (“NAV”), Fund Sharesmay trade at a price greater than NAV (premium) or less than NAV (discount).

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TAX INFORMATION

The Fund’s distributions are expected to be taxed as ordinary income and/or capital gains, unless you are investingthrough a tax-advantaged arrangement, such as a 401(k) plan or individual retirement account. Any withdrawals madefrom such tax-advantaged arrangement may be taxable to you.

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

If you purchase Fund Shares through a broker-dealer or other financial intermediary (such as a bank), the Adviser orits affiliates may pay the intermediary for certain activities related to the Fund, including educational trainingprograms, conferences, the development of technology platforms and reporting systems, or other services related tothe sale or promotion of the Fund. These payments may create a conflict of interest by influencing the broker-dealeror other intermediary and your salesperson to recommend the Fund over another investment. Ask your salespersonor visit your financial intermediary’s website for more information.

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ADDITIONAL STRATEGIESINFORMATIONPRINCIPAL STRATEGIES

Please see “The Fund’s Principal Investment Strategy”section under “Fund Summary” above for a completediscussion of the Fund’s principal investment strategies.The Fund may invest in various types of securities andengage in various investment techniques which are notthe principal focus of the Fund and therefore are notdescribed in this Prospectus. These securities,techniques and practices, together with their risks, aredescribed in the Statement of Additional Information (the“SAI”), which you may obtain free of charge bycontacting shareholder services (see the back cover ofthis Prospectus for the address and phone number).

The Board of Trustees of the Trust (the “Board”) maychange the Fund’s investment objective, investmentstrategy, benchmark index and other policies withoutshareholder approval, except as otherwise indicated inthis Prospectus or in the SAI.

NON-PRINCIPAL STRATEGIES

Temporary Defensive Positions. In certain situations ormarket conditions, the Fund may temporarily depart fromits normal investment policies and strategies providedthat the alternative is in the best interest of the Fund. Forexample, the Fund may hold a higher than normalproportion of its assets in cash in times of extrememarket stress.

Borrowing Money. The Fund may borrow money from abank as permitted by the Investment Company Act of1940, as amended (“1940 Act”), or other governingstatute, by the Rules thereunder, or by the U.S.Securities and Exchange Commission (“SEC”) or otherregulatory agency with authority over the Fund, but onlyfor temporary or emergency purposes. The Fund mayalso invest in reverse repurchase agreements, which areconsidered borrowings under the 1940 Act. Although the1940 Act presently allows the Fund to borrow from anybank (including pledging, mortgaging or hypothecatingassets) in an amount up to 33 1/3% of its total assets(not including temporary borrowings not in excess of 5%of its total assets), and there is no percentage limit onFund assets that can be used in connection with reverserepurchase agreements, under normal circumstances anyborrowings by the Fund will not exceed 10% of theFund’s total assets.

Lending of Securities. The Fund may lend its portfoliosecurities in an amount not to exceed twenty-fivepercent (25%) of the value of its total assets via asecurities lending program through its securities lendingagent, State Street Bank and Trust Company (“StateStreet” or the “Lending Agent”), to brokers, dealers andother financial institutions desiring to borrow securities to

complete transactions and for other purposes. Asecurities lending program allows the Fund to receive aportion of the income generated by lending its securitiesand investing the respective collateral. The Fund willreceive collateral for each loaned security which is atleast equal to 102% of the market value of that security,marked to market each trading day. In the securitieslending program, the borrower generally has the right tovote the loaned securities, however the Fund may callloans to vote proxies if a material issue affecting theFund’s economic interest in the investment is to bevoted upon. Security loans may be terminated at anytime by the Fund.

ADDITIONAL RISK INFORMATIONThe following section provides additional informationregarding certain of the principal risks identified under“Principal Risks of Investing in the Fund” in the FundSummary along with additional risk information.

PRINCIPAL RISKS

Bank Loan Risk. The Fund may invest in secured andunsecured participations in bank loans and assignmentsof such loans. In making investments in such loans,which are made by banks or other financialintermediaries to borrowers, the Fund will dependprimarily upon the creditworthiness of the borrower forpayment of principal and interest which will expose theFund to the credit risk of both the financial institution andthe underlying borrower. The market for bank loans maynot be highly liquid and the Fund may have difficultyselling them. Participations by the Fund in a lender’sportion of a bank loan typically will result in the Fundhaving a contractual relationship only with such lender,not with the borrower. The Fund may have the right toreceive payments of principal, interest and any fees towhich it is entitled only from the lender selling a loanparticipation and only upon receipt by such lender of suchpayments from the borrower. In connection withpurchasing participations, the Fund generally will have noright to enforce compliance by the borrower with theterms of the loan agreement, nor any rights with respectto any funds acquired by other lenders through set-offagainst the borrower, and the Fund may not directlybenefit from any collateral supporting the loan in which ithas purchased the participation. As a result, the Fundmay assume the credit risk of both the borrower and thelender selling the participation. Further, loans held by theFund may not be considered securities and, therefore,purchasers, such as the Fund, may not be entitled to relyon the strong anti-fraud protections of the federalsecurities laws.

Call/Prepayment Risk. Call/prepayment risk is the riskthat an issuer will exercise its right to pay principal on anobligation held by the Fund earlier than expected or

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required. This may occur, for example, when there is adecline in interest rates, and an issuer of bonds orpreferred stock redeems the bonds or stock in order toreplace them with obligations on which it is required topay a lower interest or dividend rate. It may also occurwhen there is an unanticipated increase in the rate atwhich mortgages or other receivables underlyingmortgage- or asset-backed securities held by the Fundare prepaid. In any such case, the Fund may be forced toinvest the prepaid amounts in lower-yieldinginvestments, resulting in a decline in the Fund’s income.

Counterparty Risk. The Fund will be subject to credit riskwith respect to the counterparties with which the Fundenters into derivatives contracts and other transactionssuch as repurchase agreements or reverse repurchaseagreements. The Fund’s ability to profit from these typesof investments and transactions will depend on thewillingness and ability of its counterparty to perform itsobligations. If a counterparty fails to meet its contractualobligations, the Fund may be unable to terminate orrealize any gain on the investment or transaction,resulting in a loss to the Fund. The Fund may experiencesignificant delays in obtaining any recovery in aninsolvency, bankruptcy, or other reorganizationproceeding involving its counterparty (including recoveryof any collateral posted by it) and may obtain only alimited recovery or may obtain no recovery in suchcircumstances. If the Fund holds collateral posted by itscounterparty, it may be delayed or prevented fromrealizing on the collateral in the event of a bankruptcy orinsolvency proceeding relating to the counterparty.Contractual provisions and applicable law may prevent ordelay the Fund from exercising its rights to terminate aninvestment or transaction with a financial institutionexperiencing financial difficulties, or to realize oncollateral, and another institution may be substituted forthat financial institution without the consent of the Fund.If the credit rating of a derivatives counterparty declines,the Fund may nonetheless choose or be required to keepexisting transactions in place with the counterparty, inwhich event the Fund would be subject to any increasedcredit risk associated with those transactions.

Credit Risk. Credit risk is the risk that an issuer, guarantoror liquidity provider of a fixed-income security held by theFund may be unable or unwilling, or may be perceived(whether by market participants, ratings agencies, pricingservices or otherwise) as unable or unwilling, to maketimely principal and/or interest payments, or to otherwisehonor its obligations. It includes the risk that the securitywill be downgraded by a credit rating agency; generally,lower credit quality issuers present higher credit risks. Anactual or perceived decline in creditworthiness of an issuerof a fixed-income security held by the Fund may result in adecrease in the value of the security. It is possible that theability of an issuer to meet its obligations will decline

substantially during the period when the Fund ownssecurities of the issuer or that the issuer will default on itsobligations or that the obligations of the issuer will belimited or restructured.

The credit rating assigned to any particular investmentdoes not necessarily reflect the issuer’s current financialcondition and does not reflect an assessment of aninvestment’s volatility or liquidity. Securities rated in thelowest category of investment grade are considered tohave speculative characteristics. If a security held by theFund loses its rating or its rating is downgraded, the Fundmay nonetheless continue to hold the security in thediscretion of the Sub-Adviser. In the case of asset-backedor mortgage-related securities, changes in the actual orperceived ability of the obligors on the underlying assetsor mortgages to make payments of interest and/orprincipal may affect the values of those securities.

Currency Risk. Investments in issuers in differentcountries are often denominated in currencies other thanthe U.S. dollar. Changes in the values of those currenciesrelative to the U.S. dollar may have a positive or negativeeffect on the values of the Fund’s investmentsdenominated in those currencies. The values of othercurrencies relative to the U.S. dollar may fluctuate inresponse to, among other factors, interest rate changes,intervention (or failure to intervene) by nationalgovernments, central banks, or supranational entitiessuch as the International Monetary Fund, the impositionof currency controls, and other political or regulatorydevelopments. Currency values can decreasesignificantly both in the short term and over the longterm in response to these and other developments.Continuing uncertainty as to the status of the Euro andthe European Monetary Union (the “EMU”) has createdsignificant volatility in currency and financial marketsgenerally. Any partial or complete dissolution of theEMU, or any continued uncertainty as to its status, couldhave significant adverse effects on currency and financialmarkets, and on the values of the Fund’s portfolioinvestments.

Debt Securities Risk. The values of debt securities mayincrease or decrease as a result of the following: marketfluctuations, increases in interest rates, actual orperceived inability or unwillingness of issuers, guarantorsor liquidity providers to make scheduled principal orinterest payments or illiquidity in debt securities markets;the risk of low rates of return due to reinvestment ofsecurities during periods of falling interest rates orrepayment by issuers with higher coupon or interestrates; and/or the risk of low income due to falling interestrates. To the extent that interest rates rise, certainunderlying obligations may be paid off substantiallyslower than originally anticipated and the value of thosesecurities may fall sharply. The U.S. is experiencing

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historically low interest rate levels. However, economicrecovery and the tapering of the Federal Reserve Board’squantitative easing program increase the likelihood thatinterest rates will rise in the future. A rising interest rateenvironment may cause the value of the Fund’s fixedincome securities to decrease, a decline in the Fund’sincome and yield, an adverse impact on the liquidity ofthe Fund’s fixed income securities, and increasedvolatility of the fixed income markets. If the principal on adebt obligation is prepaid before expected, theprepayments of principal may have to be reinvested inobligations paying interest at lower rates. During periodsof falling interest rates, the income received by the Fundmay decline. Changes in interest rates will likely have agreater effect on the values of debt securities of longerdurations. Returns on investments in debt securitiescould trail the returns on other investment options,including investments in equity securities.

Depositary Receipts Risk. American Depositary Receipts(“ADRs”) are typically trust receipts issued by a U.S.bank or trust company that evidence an indirect interestin underlying securities issued by a foreign entity. GlobalDepositary Receipts (“GDRs”), European DepositaryReceipts (“EDRs”), and other types of depositaryreceipts are typically issued by non-U.S. banks orfinancial institutions to evidence an interest in underlyingsecurities issued by either a U.S. or a non-U.S. entity.Investments in non-U.S. issuers through ADRs, GDRs,EDRs, and other types of depositary receipts generallyinvolve risks applicable to other types of investments innon-U.S. issuers. Investments in depositary receipts maybe less liquid and more volatile than the underlyingsecurities in their primary trading market. If a depositaryreceipt is denominated in a different currency than itsunderlying securities, the Fund will be subject to thecurrency risk of both the investment in the depositaryreceipt and the underlying security. There may be lesspublicly available information regarding the issuer of thesecurities underlying a depositary receipt than if thosesecurities were traded directly in U.S. securities markets.Depositary receipts may or may not be sponsored by theissuers of the underlying securities, and informationregarding issuers of securities underlying unsponsoreddepositary receipts may be more limited than forsponsored depositary receipts. The values of depositaryreceipts may decline for a number of reasons relating tothe issuers or sponsors of the depositary receipts,including, but not limited to, insolvency of the issuer orsponsor. Holders of depositary receipts may have limitedor no rights to take action with respect to the underlyingsecurities or to compel the issuer of the receipts to takeaction.

Derivatives Risk. A derivative is a financial contract thevalue of which depends on, or is derived from, the valueof an underlying asset, interest rate, or index. Derivative

transactions typically involve leverage and may havesignificant volatility. It is possible that a derivativetransaction will result in a loss greater than the principalamount invested, and the Fund may not be able to closeout a derivative transaction at a favorable time or price.Risks associated with derivative instruments includepotential changes in value in response to interest ratechanges or other market developments or as a result ofthe counterparty’s credit quality; the potential for thederivative transaction not to have the effect the Sub-Adviser anticipated or a different or less favorable effectthan the Sub-Adviser anticipated; the failure of thecounterparty to the derivative transaction to perform itsobligations under the transaction or to settle a trade;possible mispricing or improper valuation of thederivative instrument; imperfect correlation in the valueof a derivative with the asset, rate, or index underlyingthe derivative; the risk that the Fund may be required topost collateral or margin with its counterparty, and willnot be able to recover the collateral or margin in theevent of the counterparty’s insolvency or bankruptcy; therisk that the Fund will experience losses on itsderivatives investments and on its other portfolioinvestments, even when the derivatives investmentsmay be intended in part or entirely to hedge thoseportfolio investments; the risks specific to the assetunderlying the derivative instrument; lack of liquidity forthe derivative instrument, including without limitationabsence of a secondary trading market; the potential forreduced returns to the Fund due to losses on thetransaction and an increase in volatility; the potential forthe derivative transaction to have the effect ofaccelerating the recognition of gain; and legal risks arisingfrom the documentation relating to the derivativetransaction.

Emerging Markets Risk. Investments in emergingmarkets are generally subject to a greater risk of lossthan investments in developed markets. This may be dueto, among other things, the possibility of greater marketvolatility, lower trading volume and liquidity, greater riskof expropriation, nationalization, and social, political andeconomic instability, greater reliance on a few industries,international trade or revenue from particularcommodities, less developed accounting, legal andregulatory systems, higher levels of inflation, deflation orcurrency devaluation, greater risk of market shut down,and more significant governmental limitations oninvestment policy as compared to those typically found ina developed market. In addition, issuers (includinggovernments) in emerging market countries may haveless financial stability than in other countries. Thesecurities of emerging market companies may trade lessfrequently and in smaller volumes than more widely heldsecurities. Market disruptions or substantial marketcorrections may limit very significantly the liquidity of

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securities of certain companies in a particular country orgeographic region, or of all companies in the country orregion. The Fund may be unable to liquidate its positionsin such securities at any time, or at a favorable price, inorder to meet the Fund’s obligations. There is also thepotential for unfavorable action such as expropriation,nationalization, embargo, and acts of war. As a result,there will tend to be an increased risk of price volatility ininvestments in emerging market countries, which maybe magnified by currency fluctuations relative to the U.S.dollar. Settlement and asset custody practices fortransactions in emerging markets may differ from thosein developed markets. Such differences may includepossible delays in settlement and certain settlementpractices, such as delivery of securities prior to receipt ofpayment, which increase the likelihood of a “failedsettlement.” Failed settlements can result in losses. Forthese and other reasons, investments in emergingmarkets are often considered speculative.

Equity Investing Risk. The market prices of equitysecurities owned by the Fund may go up or down,sometimes rapidly or unpredictably. The value of asecurity may decline for a number of reasons that maydirectly relate to the issuer, such as managementperformance, financial leverage, non-compliance withregulatory requirements, and reduced demand for theissuer’s goods or services. The values of equitysecurities also may decline due to general industry ormarket conditions that are not specifically related to aparticular company, such as real or perceived adverseeconomic conditions, changes in the general outlook forcorporate earnings, changes in interest or currency rates,or adverse investor sentiment generally. In addition,equity markets tend to move in cycles, which may causestock prices to fall over short or extended periods oftime.

Extension Risk. During periods of rising interest rates,the average life of certain types of securities may beextended because of slower-than-expected principalpayments. This may increase the period of time duringwhich an investment earns a below-market interest rate,increase the security’s duration and reduce the value ofthe security. Extension risk may be heightened duringperiods of adverse economic conditions generally, aspayment rates decline due to higher unemploymentlevels and other factors.

Financial Sector Risk. Financial services companies aresubject to extensive governmental regulation which maylimit both the amounts and types of loans and otherfinancial commitments they can make, the interest ratesand fees they can charge, the scope of their activities,the prices they can charge and the amount of capital theymust maintain. Profitability is largely dependent on theavailability and cost of capital funds and can fluctuate

significantly when interest rates change or due toincreased competition. In addition, deterioration of thecredit markets generally may cause an adverse impact ina broad range of markets, including U.S. and internationalcredit and interbank money markets generally, therebyaffecting a wide range of financial institutions andmarkets. Certain events in the financial sector may causean unusually high degree of volatility in the financialmarkets, both domestic and foreign, and cause certainfinancial services companies to incur large losses.Securities of financial services companies mayexperience a dramatic decline in value when suchcompanies experience substantial declines in thevaluations of their assets, take action to raise capital(such as the issuance of debt or equity securities), orcease operations. Credit losses resulting from financialdifficulties of borrowers and financial losses associatedwith investment activities can negatively impact thesector. Insurance companies may be subject to severeprice competition. Adverse economic, business orpolitical developments affecting real estate could have amajor effect on the value of real estate securities (whichinclude real estate investment trusts (“REITs”)).Declining real estate values could adversely affectfinancial institutions engaged in mortgage finance orother lending or investing activities directly or indirectlyconnected to the value of real estate.

Geographic Focus Risk. The performance of a fund that isless diversified across countries or geographic regionswill be closely tied to market, currency, economic,political, environmental, or regulatory conditions anddevelopments in the country or region in which the fundinvests, and may be more volatile than the performanceof a more geographically-diversified fund.

Latin America. Latin American economies aregenerally considered emerging markets and aregenerally characterized by high interest, inflation, andunemployment rates. Currency devaluations in anyone Latin American country can have a significanteffect on the entire Latin American region. Becausecommodities such as oil and gas, minerals, andmetals represent a significant percentage of theregion’s exports, the economies of Latin Americancountries are particularly sensitive to fluctuations incommodity prices. A relatively small number of LatinAmerican companies represents a large portion ofLatin America’s total market and thus may be moresensitive to adverse political or economiccircumstances and market movements.

High Yield Securities Risk. Securities rated belowinvestment grade, commonly referred to as “junkbonds,” include bonds that are rated Ba1/BB+/BB+ orbelow by Moody’s Investors Service, Inc., Fitch Inc., orStandard & Poor’s Financial Services, LLC, respectively,

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or unrated securities considered to be of equivalentquality by the Sub-Adviser, and may involve greater risksthan securities in higher rating categories. Such bondsare regarded as speculative in nature, involve greater riskof default by the issuing entity and may be subject togreater market fluctuations than higher rated debtsecurities. They are usually issued by entities withoutlong track records of sales and earnings, or by entitieswith questionable credit strength. The retail secondarymarket for these “junk bonds” may be less liquid thanthat of higher rated securities and adverse conditionscould make it difficult at times to sell certain securities orcould result in lower prices than those used in calculatingthe Fund’s net asset value. High yield securities also maypresent greater credit risk because such securities maybe issued in connection with corporate restructuring byhighly leveraged issuers or may not be current in thepayment of interest or principal or in default.

Income Risk. The Fund’s income may decline due tofalling interest rates or other factors. Issuers of securitiesheld by the Fund may call or redeem the securities duringperiods of falling interest rates, and the Fund would likelybe required to reinvest in securities paying lower interestrates. If an obligation held by the Fund is prepaid, theFund may have to reinvest the prepayment in otherobligations paying income at lower rates. A reduction inthe income earned by the Fund may limit the Fund’sability to achieve its objective.

Interest Rate Risk. Interest rate risk is the risk that thesecurities held by the Fund will decline in value becauseof increases in market interest rates. Debt securities withlonger durations tend to be more sensitive to changes ininterest rates, usually making them more volatile thandebt securities with shorter durations. For example, thevalue of a security with a duration of five years would beexpected to decrease by 5% for every 1% increase ininterest rates. Falling interest rates also create thepotential for a decline in the Fund’s income and yield.Interest-only and principal-only securities are especiallysensitive to interest rate changes, which can affect notonly their prices but can also change the income flowsand repayment assumptions about those investments.Variable and floating rate securities also generallyincrease or decrease in value in response to changes ininterest rates, although generally to a lesser degree thanfixed-rate securities. A substantial increase in interestrates may also have an adverse impact on the liquidity ofa security, especially those with longer durations. TheU.S. is experiencing historically low interest rate levels.However, economic recovery and the tapering of theFederal Reserve Board’s quantitative easing programincrease the likelihood that interest rates will rise in thefuture. Changes in governmental policy, includingchanges in central bank monetary policy, could causeinterest rates to rise rapidly, or cause investors to expect

a rapid rise in interest rates. This could lead toheightened levels of interest rate, volatility and liquidityrisks for the fixed income markets generally and couldhave a substantial and immediate effect on the values ofthe Fund’s investments.

Interest Rate Risk – Preferred Securities. Because manypreferred securities pay dividends at a fixed rate, theirmarket price can be sensitive to changes in interest ratesin a manner similar to bonds — that is, as interest ratesrise, the value of the preferred securities held by theFund are likely to decline. To the extent that the Fundinvests a substantial portion of its assets in fixed ratepreferred securities, rising interest rates may cause thevalue of the Fund’s investments to decline significantly.Preferred securities often have call features which allowthe issuer to redeem the security at its discretion. Theredemption of a preferred security having a higher thanaverage yield may cause a decrease in the Fund’s yield.

Issuer Risk – Preferred Securities. Because manypreferred securities allow holders to convert thepreferred securities into common stock of the issuer,their market price can be sensitive to changes in thevalue of the issuer’s common stock and, therefore,declining common stock values may also cause the valueof the Fund’s investments to decline.

Leveraging Risk. Borrowing transactions, reverserepurchase agreements, certain derivatives transactions,securities lending transactions and other investmenttransactions such as when-issued, delayed-delivery, orforward commitment transactions may createinvestment leverage. If the Fund engages in transactionsthat have a leveraging effect on the Fund’s investmentportfolio, the value of the Fund will be potentially morevolatile and all other risks will tend to be compounded.This is because leverage generally creates investmentrisk with respect to a larger base of assets than the Fundwould otherwise have and so magnifies the effect of anyincrease or decrease in the value of the Fund’sunderlying assets. The use of leverage is considered tobe a speculative investment practice and may result inlosses to the Fund. Certain derivatives have the potentialfor unlimited loss, regardless of the size of the initialinvestment. The use of leverage may cause the Fund toliquidate positions when it may not be advantageous todo so to satisfy repayment, interest payment, or marginobligations or to meet asset segregation or coveragerequirements.

Liquidity Risk. Liquidity risk is the risk that the Fund maynot be able to dispose of securities or close outderivatives transactions readily at a favorable time orprices (or at all) or at prices approximating those at whichthe Fund currently values them. For example, certaininvestments may be subject to restrictions on resale,may trade in the over-the-counter market or in limited

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volume, or may not have an active trading market. Illiquidsecurities may trade at a discount from comparable,more liquid investments and may be subject to widefluctuations in market value. It may be difficult for theFund to value illiquid securities accurately. The market forcertain investments may become illiquid under adversemarket or economic conditions independent of anyspecific adverse changes in the conditions of a particularissuer. Disposal of illiquid securities may entailregistration expenses and other transaction costs that arehigher than those for liquid securities. The Fund mayseek to borrow money to meet its obligations (includingamong other things redemption obligations) if it is unableto dispose of illiquid investments, resulting in borrowingexpenses and possible leveraging of the Fund. In somecases, due to unanticipated levels of illiquidity the Fundmay choose to meet its redemption obligations wholly orin part by distributions of assets in-kind.

Management Risk. The Fund is an actively managedinvestment portfolio. The Sub-Adviser’s judgments aboutthe attractiveness, relative value, or potential appreciationof a particular sector, security, commodity or investmentstrategy or as to a hedging strategy may prove to beincorrect, and may cause the Fund to incur losses. Therecan be no assurance that the Sub-Adviser’s investmenttechniques and decisions will produce the desiredresults.

Market Risk. Market prices of investments held by theFund will go up or down, sometimes rapidly orunpredictably. The Fund’s investments are subject tochanges in general economic conditions, general marketfluctuations and the risks inherent in investment insecurities markets. Investment markets can be volatileand prices of investments can change substantially dueto various factors including, but not limited to, economicgrowth or recession, changes in interest rates, changesin actual or perceived creditworthiness of issuers andgeneral market liquidity. Even if general economicconditions do not change, the value of an investment inthe Fund could decline if the particular industries, sectorsor companies in which the Fund invests do not performwell or are adversely affected by events. Further, legal,political, regulatory and tax changes also may causefluctuations in markets and securities prices.

Non-U.S. Securities Risk. Investments in securities ofnon-U.S. issuers (including depositary receipts) entailrisks not typically associated with investing in securitiesof U.S. issuers. Similar risks may apply to securitiestraded on a U.S. securities exchange that are issued byentities with significant exposure to non-U.S. countries.In certain countries, legal remedies available to investorsmay be more limited than those available with regard toU.S. investments. Because non-U.S. securities arenormally denominated and traded in currencies other

than the U.S. dollar, the value of the Fund’s assets maybe affected favorably or unfavorably by currencyexchange rates, exchange control regulations, andrestrictions or prohibitions on the repatriation of non-U.S.currencies. Income and gains with respect toinvestments in certain countries may be subject towithholding and other taxes. There may be lessinformation publicly available about a non-U.S. entity thanabout a U.S. entity, and many non-U.S. entities are notsubject to accounting, auditing, and financial reportingstandards, regulatory framework and practicescomparable to those in the United States. The securitiesof some non-U.S. entities are less liquid and at timesmore volatile than securities of comparable U.S. entities,and could become subject to sanctions or embargoesthat adversely affect the Fund’s investment. Non-U.S.transaction costs, such as brokerage commissions andcustody costs may be higher than in the U.S. In addition,there may be a possibility of nationalization orexpropriation of assets, imposition of currency exchangecontrols, confiscatory taxation, and diplomaticdevelopments that could adversely affect the values ofthe Fund’s investments in certain non-U.S. countries.Investments in securities of non-U.S. issuers also aresubject to foreign political and economic risk notassociated with U.S. investments, meaning that politicalevents (civil unrest, national elections, changes in politicalconditions and foreign relations, imposition of exchangecontrols and repatriation restrictions), social andeconomic events (labor strikes, rising inflation) andnatural disasters occurring in a country where the Fundinvests could cause the Fund’s investments in thatcountry to experience gains or losses.

Pass-Through Securities Risk. Pass-through securities aredebt obligations backed by a pool of assets, such asmortgages. In addition to the risks associated withinvesting in debt securities generally, pass-throughsecurities are subject to changes in the payment patternsof borrowers of the underlying debt. When interest ratesfall, borrowers are more likely to refinance or prepay theirdebt before its stated maturity. This may result in theFund having to reinvest the proceeds in lower yieldingsecurities, effectively reducing the Fund’s income.Conversely, if interest rates rise and borrowers repaytheir debt more slowly than expected, the time in whichpass-through securities are paid off could be extended,reducing the Fund’s cash available for reinvestment inhigher yielding securities.

Perpetual Bond Risk. Perpetual bonds offer a fixed returnwith no maturity date. Because they nevermature, perpetual bonds can be more volatile than othertypes of bonds that have a maturity date and may haveheightened sensitivity to changes in interest rates. Ifmarket interest rates rise significantly, the interest ratepaid by a perpetual bond may be much lower than the

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prevailing interest rate. Perpetual bonds are also subjectto credit risk with respect to the issuer. In addition,because perpetual bonds may be callable after a setperiod of time, there is the risk that the issuer may recallthe bond.

Preferred Securities Risk. Generally, preferred securityholders have no voting rights with respect to the issuingcompany unless certain events occur. In addition,preferred securities are subordinated to bonds and otherdebt instruments in a company’s capital structure andtherefore will be subject to greater credit risk than thosedebt instruments. Unlike debt securities, dividendpayments on a preferred security typically must bedeclared by the issuer’s board of directors. An issuer’sboard of directors is generally not under any obligation topay a dividend (even if such dividends have accrued), andmay suspend payment of dividends on preferredsecurities at any time. In the event an issuer of preferredsecurities experiences economic difficulties, the issuer’spreferred securities may lose substantial value due to thereduced likelihood that the issuer’s board of directors willdeclare a dividend and the fact that the preferred securitymay be subordinated to other securities of the sameissuer. Because many preferred securities pay dividendsat a fixed rate, their market price can be sensitive tochanges in a manner similar to bonds — that is, asinterest rates rise, the value of the preferred securitiesheld by the Fund are likely to decline. In addition,because many preferred securities allow holders toconvert the preferred securities into common stock ofthe issuer, their market price can be sensitive to changesin the value of the issuer’s common stock and, therefore,declining common stock values may also cause the valueof the Fund’s investments to decline.

Reinvestment Risk. Income from the Fund’s portfoliomay decline when the Fund invests the proceeds frominvestment income, sales of portfolio securities ormatured, traded or called debt obligations. For instance,during periods of declining interest rates, an issuer ofdebt obligations may exercise an option to redeemsecurities prior to maturity, forcing the Fund to reinvestthe proceeds in lower-yielding securities. A decline inincome received by the Fund from its investments islikely to have a negative effect on the yield and totalreturn of the Fund Shares.

Restricted Securities Risk. The Fund may hold securitiesthat have not been registered for sale to the public underthe U.S. federal securities laws pursuant to an exemptionfrom registration. These securities may be less liquidthan securities registered for sale to the general public.The liquidity of a restricted security may be affected by anumber of factors, including, among others: (i) thecreditworthiness of the issuer; (ii) the frequency of tradesand quotes for the security; (iii) the number of dealers

willing to purchase or sell the security and the number ofother potential purchasers; (iv) dealer undertakings tomake a market in the security; (v) the nature of any legalrestrictions governing trading in the security; and (vi) thenature of the security and the nature of marketplacetrades. There can be no assurance that a liquid tradingmarket will exist at any time for any particular restrictedsecurity. Also, restricted securities may be difficult tovalue because market quotations may not be readilyavailable, and the securities may have significantvolatility.

Settlement Risk. Delays in settlement may increasecredit risk to the Fund, limit the ability of the Fund toreinvest the proceeds of a sale of securities, hinder theability of the Fund to lend its portfolio securities, andpotentially subject the Fund to penalties for its failure todeliver to on-purchasers of securities whose delivery tothe Fund was delayed. Delays in the settlement ofsecurities purchased by the Fund may limit the ability ofthe Fund to sell those securities at times and prices itconsiders desirable, and may subject the Fund to lossesand costs due to its own inability to settle withsubsequent purchasers of the securities from it. TheFund may be required to borrow monies it had otherwiseexpected to receive in connection with the settlement ofsecurities sold by it, in order to meet its obligations toothers. Markets in different countries have differentclearance and settlement procedures and in certainmarkets there have been times when settlements havebeen unable to keep pace with the volume oftransactions.

Sovereign Debt Obligations Risk. Investments in debtsecurities issued by governments or by governmentagencies and instrumentalities involve the risk that thegovernmental entities responsible for repayment may beunable or unwilling to pay interest and repay principalwhen due. A governmental entity’s willingness or abilityto pay interest and repay principal in a timely mannermay be affected by a variety of factors, including its cashflow, the size of its reserves, its access to foreignexchange, the relative size of its debt service burden toits economy as a whole, and political constraints. Agovernmental entity may default on its obligations or mayrequire renegotiation or reschedule of debt payments.Any restructuring of a sovereign debt obligation held bythe Fund will likely have a significant adverse effect onthe value of the obligation. In the event of default ofsovereign debt, the Fund may be unable to pursue legalaction against the sovereign issuer or to realize oncollateral securing the debt. The sovereign debt of manynon-U.S. governments, including their sub-divisions andinstrumentalities, is rated below investment grade.Sovereign debt risk may be greater for debt securitiesissued or guaranteed by emerging and/or frontiercountries.

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Structured Securities Risk. Structured securities generallyinclude privately-issued and publicly-issued structuredsecurities, including certain publicly-issued structuredsecurities that are not agency securities. An investmentin a structured product may decline in value due tochanges in the underlying instruments on which theproduct is based. The cash flow or rate of return on astructured investment may be determined by applying amultiplier to the rate of total return on the underlyinginvestments or referenced indicator. Application of amultiplier is comparable to the use of financial leverage, aspeculative technique. Holders of structured productsindirectly bear risks associated with the underlyinginvestments, index or reference obligation, and aresubject to counterparty risk. Structured products aregenerally privately offered and sold, and thus, are notregistered under the securities laws. Certain structuredproducts may be thinly traded or have a limited tradingmarket and may have the effect of increasing the Fund’silliquidity to the extent that the Fund, at a particular pointin time, may be unable to find qualified buyers for thesesecurities. Structured notes are derivative securities forwhich the amount of principal repayment and/or interestpayments is based on the movement of one or more“factors.” Investments in structured notes, includingcredit-linked notes, involve risks including interest raterisk, credit risk and market risk. Where the Fund’sinvestments in structured notes are based upon themovement of one or more factors, depending on thefactor used and the use of multipliers or deflators,changes in interest rates and movement of the factormay cause significant price fluctuations.

Unconstrained Sector Risk. The Fund may invest asubstantial portion of its assets within one or moreeconomic sectors or industries, which may change fromtime to time. When the Fund focuses its investments ina particular industry or sector, financial, economic,business, and other developments affecting issuers inthat industry, market, or economic sector will have agreater effect on the Fund than if it had not focused itsassets in that industry, market, or economic sector,which may increase the volatility of the Fund. Any suchinvestment focus may also limit the liquidity of the Fund.The Fund may establish or terminate a focus in anindustry or sector at any time in the Sub-Adviser’sdiscretion and without notice to investors.

Valuation Risk. Some portfolio holdings, potentially alarge portion of the Fund’s investment portfolio, may bevalued on the basis of factors other than marketquotations. This may occur more often in times of marketturmoil or reduced liquidity. There are multiple methodsthat can be used to value a portfolio holding when marketquotations are not readily available. The value establishedfor any portfolio holding at a point in time might differ

from what would be produced using a differentmethodology or if it had been priced using marketquotations. Portfolio holdings that are valued usingtechniques other than market quotations, including “fairvalued” securities, may be subject to greater fluctuationin their valuations from one day to the next than if marketquotations were used. In addition, there is no assurancethat the Fund could sell or close out a portfolio positionfor the value established for it at any time, and it ispossible that the Fund would incur a loss because aportfolio position is sold or closed out at a discount to thevaluation established by the Fund at that time. Investorswho purchase or redeem Fund Shares on days when theFund is holding fair-valued investments may receivefewer or more shares or lower or higher redemptionproceeds than they would have received if the Fund hadnot fair-valued the holding(s) or had used a differentvaluation methodology.

Variable and Floating Rate Securities. Variable or floatingrate securities are debt securities with variable or floatinginterest rates payments. Variable or floating ratesecurities bear rates of interest that are adjustedperiodically according to formulae intended generally toreflect market rates of interest and allow the Fund toparticipate (determined in accordance with the terms ofthe securities) in increases in interest rates throughupward adjustments of the coupon rates on thesecurities. However, during periods of increasing interestrates, changes in the coupon rates may lag behind thechanges in market rates or may have limits on themaximum increases in coupon rates. Alternatively, duringperiods of declining interest rates, the coupon rates onsuch securities will typically readjust downward resultingin a lower yield. The Fund may also invest in variable orfloating rate equity securities, whose dividend paymentsvary based on changes in market rates of interest orother factors.

In addition, investment in derivative variable ratesecurities, such as inverse floaters, whose rates varyinversely with market rates of interest, or range floatersor capped floaters, whose rates are subject to periodic orlifetime caps, or in securities that pay a rate of interestdetermined by applying a multiple to the variable rateinvolves special risks as compared to investment in afixed-rate security and may involve leverage. The extentof increases and decreases in the values of derivativevariable rate securities and the corresponding change tothe net asset value of the Fund in response to changes inmarket rates of interest generally may be larger thancomparable changes in the value of an equal principalamount of a fixed-rate security having similar creditquality, redemption provisions, and maturity. The marketsfor such securities may be less developed and may haveless liquidity than the markets for conventional securities.

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Zero-Coupon Bond Risk. Zero-coupon bonds are debtobligations that are generally issued at a discount andpayable in full at maturity, and that do not provide forcurrent payments of interest prior to maturity. Zero-coupon bonds usually trade at a deep discount from theirface or par values and are subject to greater market valuefluctuations from changing interest rates than debtobligations of comparable maturities that make currentdistributions of interest. When interest rates rise, thevalues of zero-coupon bonds fall more rapidly thansecurities paying interest on a current basis, because theFund is unable to reinvest interest payments at thehigher rates.

NON-PRINCIPAL RISKS

Authorized Participants, Market Makers and LiquidityProviders Concentration Risk. The Fund has a limitednumber of financial institutions that may act asAuthorized Participants (“APs”). In addition, there may bea limited number of market makers and/or liquidityproviders in the marketplace. To the extent either of thefollowing events occur, Fund Shares may trade at amaterial discount to NAV and possibly face delisting:(i) APs exit the business or otherwise become unable toprocess creation and/or redemption orders and no otherAPs step forward to perform these services, or (ii) marketmakers and/or liquidity providers exit the business orsignificantly reduce their business activities and no otherentities step forward to perform their functions.

Conflicts of Interest Risk. An investment in the Fund maybe subject to a number of actual or potential conflicts ofinterest. For example, the Adviser, Sub-Adviser or theiraffiliates may provide services to the Fund, such assecurities lending agency services, custodial,administrative, bookkeeping, and accounting services,transfer agency and shareholder servicing, securitiesbrokerage services, and other services for which theFund would compensate the Adviser, Sub-Adviser and/orsuch affiliates. The Fund may invest in other pooledinvestment vehicles sponsored, managed, or otherwiseaffiliated with the Adviser or Sub-Adviser. There is noassurance that the rates at which the Fund pays fees orexpenses to the Adviser, Sub-Adviser or their affiliates, orthe terms on which it enters into transactions with theAdviser, Sub-Adviser or its affiliates will be the mostfavorable available in the market generally or as favorableas the rates the Adviser or Sub-Adviser makes availableto other clients. Because of its financial interest, theAdviser or Sub-Adviser may have an incentive to enterinto transactions or arrangements on behalf of the Fundwith itself or its affiliates in circumstances where it mightnot have done so in the absence of that interest.

The Adviser, Sub-Adviser and their affiliates serve asinvestment adviser to other clients and may makeinvestment decisions that may be different from those

that will be made by the Adviser or Sub-Adviser on behalfof the Fund. For example, the Adviser or Sub-Advisermay provide asset allocation advice to some clients thatmay include a recommendation to invest in or redeemfrom particular issuers while not providing that samerecommendation to all clients invested in the same orsimilar issuers. The Adviser or Sub-Adviser may (subjectto applicable law) be simultaneously seeking to purchase(or sell) investments for the Fund and to sell (orpurchase) the same investment for accounts, funds, orstructured products for which it serves as assetmanager, or for other clients or affiliates. The Adviser,Sub-Adviser and their affiliates may invest for clients invarious securities that are senior, pari passu or junior to,or have interests different from or adverse to, thesecurities that are owned by the Fund. The Adviser, Sub-Adviser or their affiliates, in connection with its otherbusiness activities, may acquire material nonpublicconfidential information that may restrict the Adviser orSub-Adviser from purchasing securities or sellingsecurities for itself or its clients (including the Fund) orotherwise using such information for the benefit of itsclients or itself.

The foregoing does not purport to be a comprehensivelist or complete explanation of all potential conflicts ofinterests which may affect the Fund. The Fund mayencounter circumstances, or enter into transactions, inwhich conflicts of interest that are not listed or discussedabove may arise.

Costs of Buying and Selling Shares. Investors buying orselling Fund Shares in the secondary market will paybrokerage commissions or other charges imposed bybrokers, as determined by that broker. Brokeragecommissions are often a fixed amount and may be asignificant proportional cost for investors seeking to buyor sell relatively small amounts of Fund Shares. Inaddition, secondary market investors will also incur thecost of the difference between the price that an investoris willing to pay for Fund Shares (the “bid” price) and theprice at which an investor is willing to sell Fund Shares(the “ask” price). This difference in bid and ask prices isoften referred to as the “spread” or “bid/ask spread.”The bid/ask spread varies over time for Fund Sharesbased on trading volume and market liquidity, and isgenerally lower if Fund Shares have more trading volumeand market liquidity and higher if Fund Shares have littletrading volume and market liquidity. Further, increasedmarket volatility may cause increased bid/ask spreads.Due to the costs of buying or selling Fund Shares,including bid/ask spreads, frequent trading of FundShares may significantly reduce investment results andan investment in Fund Shares may not be advisable forinvestors who anticipate regularly making smallinvestments.

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Cyber Security Risk. With the increased use oftechnologies such as the Internet and the dependenceon computer systems to perform business andoperational functions, funds (such as the Fund) and theirservice providers (including the Sub-Adviser) may beprone to operational and information security risksresulting from cyber-attacks and/or technologicalmalfunctions. In general, cyber-attacks are deliberate, butunintentional events may have similar effects. Cyber-attacks include, among others, stealing or corrupting datamaintained online or digitally, preventing legitimate usersfrom accessing information or services on a website,releasing confidential information without authorization,and causing operational disruption. Successful cyber-attacks against, or security breakdowns of, the Fund, theAdviser, the Sub-Adviser, or a custodian, transfer agent,or other affiliated or third-party service provider mayadversely affect the Fund or its shareholders. Forinstance, cyber-attacks or technical malfunctions mayinterfere with the processing of shareholder or othertransactions, affect the Fund’s ability to calculate its NAV,cause the release of private shareholder information orconfidential Fund information, impede trading, causereputational damage, and subject the Fund to regulatoryfines, penalties or financial losses, reimbursement orother compensation costs, and additional compliancecosts. Cyber-attacks or technical malfunctions mayrender records of Fund assets and transactions,shareholder ownership of Fund Shares, and other dataintegral to the functioning of the Fund inaccessible orinaccurate or incomplete. The Fund may also incursubstantial costs for cybersecurity risk management inorder to prevent cyber incidents in the future. The Fundand its shareholders could be negatively impacted as aresult. While the Adviser and/or the Sub-Adviser haveestablished business continuity plans and systemsdesigned to minimize the risk of cyber-attacks throughthe use of technology, processes and controls, there areinherent limitations in such plans and systems, includingthe possibility that certain risks have not been identifiedgiven the evolving nature of this threat. The Fund relieson third-party service providers for many of its day-to-dayoperations, and will be subject to the risk that theprotections and protocols implemented by those serviceproviders will be ineffective to protect the Fund fromcyber-attack. Similar types of cybersecurity risks ortechnical malfunctions also are present for issuers ofsecurities in which the Fund invests, which could resultin material adverse consequences for such issuers, andmay cause the Fund’s investment in such securities tolose value.

Fluctuation of Net Asset Value, Share Premiums andDiscounts. The net asset value of Fund Shares willgenerally fluctuate with changes in the market value ofthe Fund’s securities holdings. The market prices of Fund

Shares will generally fluctuate in accordance withchanges in the Fund’s net asset value and supply anddemand of Fund Shares on the Exchange. It cannot bepredicted whether Fund Shares will trade below, at orabove their net asset value. Price differences may bedue, in large part, to the fact that supply and demandforces at work in the secondary trading market for FundShares will be closely related to, but not identical to, thesame forces influencing the prices of thesecurities trading individually or in the aggregate at anypoint in time. The market prices of Fund Shares maydeviate significantly from the net asset value of FundShares during periods of market volatility. However,given that Fund Shares can be created and redeemed inCreation Units (unlike shares of many closed-end funds,which frequently trade at appreciable discounts from, andsometimes at premiums to, their net asset value), theAdviser (and Sub-Adviser) believes that large discounts orpremiums to the net asset value of Fund Shares shouldnot be sustained over long periods. While the creation/redemption feature is designed to make it likely thatFund Shares normally will trade close to the Fund’s netasset value, disruptions to creations and redemptions ormarket volatility may result in trading prices that differsignificantly from the Fund’s net asset value. If aninvestor purchases Fund Shares at a time when themarket price is at a premium to the net asset value ofFund Shares or sells at a time when the market price isat a discount to the net asset value of Fund Shares, thenthe investor may sustain losses.

Securities Lending Risk. The Fund may lend portfoliosecurities with a value of up to 25% of its total assets.For these purposes, total assets shall include the value ofall assets received as collateral for the loan. Such loansmay be terminated at any time, and the Fund will receivecash or other obligations as collateral. Any such loansmust be continuously secured by collateral in cash orcash equivalents maintained on a current basis in anamount at least equal to the market value of thesecurities loaned by the Fund. In a loan transaction, ascompensation for lending its securities, the Fund willreceive a portion of the dividends or interest accrued onthe securities held as collateral or, in the case of cashcollateral, a portion of the income from the investment ofsuch cash. In addition, the Fund will receive the amountof all dividends, interest and other distributions on theloaned securities. However, the borrower has the right tovote the loaned securities. The Fund will call loans tovote proxies if a material issue affecting the investmentis to be voted upon. Should the borrower of thesecurities fail financially, the Fund may experience delaysin recovering the securities or exercising its rights in thecollateral. Loans are made only to borrowers that aredeemed by the securities lending agent to be of goodfinancial standing. In a loan transaction, the Fund will also

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bear the risk of any decline in value of securities acquiredwith cash collateral. The Fund will attempt to minimizethis risk by limiting the investment of cash collateral tohigh quality instruments of short maturity.

Money Market Risk. An investment in a money marketfund is not a deposit of any bank and is not insured orguaranteed by the FDIC or any other government agency.Although a money market fund generally seeks topreserve the value of its shares at $1.00 per share, therecan be no assurance that it will do so, and it is possible tolose money by investing in a money market fund. Amajor or unexpected increase in interest rates or adecline in the credit quality of an issuer or entityproviding credit support, an inactive trading market formoney market instruments, or adverse market,economic, industry, political, regulatory, geopolitical, andother conditions could cause a money market fund’sshare price to fall below $1.00. It is possible that amoney market fund will issue and redeem shares at$1.00 per share at times when the fair value of themoney market fund’s portfolio per share is more or lessthan $1.00. Recent changes in the regulation of moneymarket funds may affect the operations and structures ofsuch funds. A money market fund may be permitted orrequired to impose redemption fees or to imposelimitations on redemptions during periods of high

illiquidity in the markets for the investments held by it.None of State Street Corporation, State Street Bank andTrust Company (“State Street”), State Street GlobalAdvisors (“SSGA”), SSGA Funds Management, Inc.(“SSGA FM”) or their affiliates (“State Street Entities”)guarantee the value of an investment in a money marketfund at $1.00 per share. Investors should have noexpectation of capital support to a money market fundfrom State Street Entities.

Trading Issues. Although Fund Shares are listed fortrading on the Exchange and may be listed or traded onU.S. and non-U.S. stock exchanges other than theExchange, there can be no assurance that an activetrading market for such Fund Shares will develop or bemaintained. Trading in Fund Shares on the Exchange maybe halted due to market conditions or for reasons that, inthe view of the Exchange, make trading in Fund Sharesinadvisable. In addition, trading in Fund Shares on theExchange is subject to trading halts caused byextraordinary market volatility pursuant to Exchange“circuit breaker” rules. There can be no assurance thatthe requirements of the Exchange necessary to maintainthe listing of the Fund will continue to be met or willremain unchanged or that Fund Shares will trade withany volume, or at all, on any stock exchange.

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MANAGEMENTInvestment Adviser. SSGA FM serves as the investmentadviser to the Fund and, subject to the supervision of theBoard, is responsible for the investment management ofthe Fund. The Adviser provides an investmentmanagement program for the Fund and manages theinvestment of the Fund’s assets. The Adviser is a wholly-owned subsidiary of State Street Corporation (“StateStreet”) and is registered with the Securities andExchange Commission (“SEC”) under the InvestmentAdvisers Act of 1940, as amended. The Adviser andcertain other affiliates of State Street make up StateStreet Global Advisors (“SSGA”). SSGA is one of theworld’s largest institutional money managers and theinvestment management arm of State Street. As ofDecember 31, 2015, the Adviser managed approximately$384.95 billion in assets and SSGA managedapproximately $2.24 trillion in assets. The Adviser’sprincipal business address is State Street FinancialCenter, One Lincoln Street, Boston, Massachusetts02111. For the services provided to the Fund under theInvestment Advisory Agreement, the Fund expects topay the Adviser the annual fee based on a percentage ofthe Fund’s average daily net assets as set forth below:

SPDR DoubleLine Emerging Markets FixedIncome ETF . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.75%

The Adviser has contractually agreed to waive itsadvisory fee and/or reimburse certain expenses, untilOctober 31, 2017, so that the net annual fund operatingexpenses of the Fund will be limited to 0.65% of theFund’s average daily net assets before application of anyextraordinary expenses or acquired fund fees andexpenses. The contractual fee waiver and/orreimbursement does not provide for the recoupment bythe Adviser of any fees the Adviser previously waived.The Adviser may continue the waiver and/orreimbursement from year to year, but there is noguarantee that the Adviser will do so and afterOctober 31, 2017, the waiver and/or reimbursement maybe cancelled or modified at any time. This waiver and/orreimbursement may not be terminated during therelevant period except with the approval of the SSGAActive Trust’s Board of Trustees. The Adviser pays allexpenses of the Fund other than the management fee,distribution fee pursuant to the Fund’s Distribution andService Plan, if any, brokerage, taxes, interest, fees andexpenses of the Independent Trustees (including anyTrustee’s counsel fees), litigation expenses, acquiredfund fees and expenses and other extraordinaryexpenses.

Investment Sub-adviser. DoubleLine Capital LP serves asthe investment sub-adviser to the Fund and isresponsible for providing the investment program for theFund. The Sub-Adviser is located at 333 South Grand

Avenue, Suite 1800, Los Angeles, California 90071. As ofMarch 31, 2016, the Sub-Adviser had approximately$94 billion of assets under management.

In accordance with the Sub-Advisory Agreementbetween the Adviser and DoubleLine, the Adviser paysthe Sub-Adviser a portion of the advisory fee paid by theFund to the Adviser (after deducting the applicableoperating expenses of the Fund); such fee will bereduced pro rata by the Adviser to the extent that theAdviser waives or reimburses fees payable to the Adviserunder a contractual waiver or reimbursement withrespect to the Fund. The Fund is not responsible for thefees paid to the Sub-Adviser.

A discussion regarding the Board’s consideration of theInvestment Advisory Agreement and Sub-AdvisoryAgreement will be available in the Fund’s annual report orsemi-annual report, as applicable, after the Fundcommences operations.

The Adviser may hire one or more sub-advisers tooversee the day-to-day investment activities of the Fund.The sub-advisers are subject to oversight by the Adviser.The Adviser and SSGA Active Trust (the “Trust”) havereceived an exemptive order from the SEC that permitsthe Adviser, with the approval of the IndependentTrustees of the Trust, to retain and amend existing sub-advisory agreements with unaffiliated investment sub-advisers for the Fund without submitting the sub-advisory agreement to a vote of the Fund’s shareholders.The Trust will notify shareholders in the event of anychange in the identity of such sub-adviser or sub-advisers. The Adviser has ultimate responsibility for theinvestment performance of the Fund due to itsresponsibility to oversee each sub-adviser andrecommend their hiring, termination and replacement.The Adviser is not required to disclose fees paid to anysub-adviser retained pursuant to the order.

Portfolio Managers. The professionals primarilyresponsible for the day-to-day management of the Fundare Luz Padilla, Mark Christensen and Su Fei Koo.

Luz Padilla is a Director and Lead Portfolio Manager atDoubleLine. Ms. Padilla joined DoubleLine in 2009 as theDirector of the Emerging Markets Group and is the leadPortfolio Manager. Ms. Padilla attended University ofCalifornia at Berkeley as a fellow of the Robert A. ToigoFoundation and graduated with an MBA in 1994.Ms. Padilla received her BA in Economics in 1989 fromStanford University in Palo Alto, California.

Mark Christensen is a Portfolio Manager at DoubleLine.Mr. Christensen joined DoubleLine in 2009 as a portfoliomanager and senior corporate analyst on the EmergingMarkets Fixed Income team. As part of his researchresponsibilities, he covers corporate credits in thefollowing sectors: banking, financial services, gaming and

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conglomerates. He also participates on the Fixed IncomeAsset Allocation committee. Mr. Christensen graduatedfrom Brigham Young University with a BS in BusinessManagement with an emphasis in International Finance.

Su Fei Koo is a Portfolio Manager at DoubleLine. Ms. Koojoined DoubleLine in 2009 as an Emerging Marketsportfolio manager and senior corporate analyst. As part ofher research responsibilities, she covers corporatecredits in the following sectors: metals & mining andindustrials. She also participates on the Fixed IncomeAsset Allocation committee. Ms. Koo holds a BS inBusiness Administration from the University of Houstonand an MBA in Finance from the University of SouthernCalifornia.

Additional information about the Portfolio Managers’compensation, other accounts managed by the PortfolioManagers, and the Portfolio Managers’ ownership of theFund is available in the SAI.

Administrator, Sub-Administrator, Custodian and TransferAgent. The Adviser serves as Administrator for the Fund.State Street, part of State Street Corporation, is the Sub-Administrator for the Fund, the Custodian for the Fund’sassets, and serves as Transfer Agent to the Fund.

Lending Agent. State Street is the securities lendingagent for the Trust. For its services, the lending agentwould typically receive a portion of the net investmentincome, if any, earned on the collateral for the securitiesloaned.

Distributor. State Street Global Markets, LLC (the“Distributor”), part of State Street Corporation, is thedistributor of the Fund Shares. The Distributor will notdistribute Fund Shares in less than Creation Units, and itdoes not maintain a secondary market in the FundShares. The Distributor may enter into selected dealeragreements with other broker-dealers or other qualifiedfinancial institutions for the sale of Creation Units of FundShares.

Additional Information. The Board of Trustees of theTrust oversees generally the operations of the Fund andthe Trust. The Trust enters into contractual arrangementswith various parties, including among others the Fund’sinvestment adviser, custodian, transfer agent, andaccountants, who provide services to the Fund.Shareholders are not parties to any such contractualarrangements or intended beneficiaries of thosecontractual arrangements, and those contractualarrangements are not intended to create in anyshareholder any right to enforce them directly against theservice providers or to seek any remedy under themdirectly against the service providers.

This Prospectus provides information concerning theTrust and the Fund that you should consider indetermining whether to purchase shares of the Fund.

Neither this Prospectus nor the related SAI is intended,or should be read, to be or give rise to an agreement orcontract between the Trust or the Fund and any investor,or to give rise to any rights in any shareholder or otherperson other than any rights under federal or state lawthat may not be waived.

TRADEMARK LICENSES/DISCLAIMERSSPDR Trademark. The “SPDR” trademark is used underlicense from Standard and Poor’s Financial Services LLC,an affiliate of The McGraw Hill Companies (“S&P”). NoFund offered by the Trust or its affiliates is sponsored,endorsed, sold or promoted by S&P. S&P makes norepresentation or warranty, express or implied, to theowners of any Fund or any member of the publicregarding the advisability of investing in securitiesgenerally or in the Fund particularly. S&P is notresponsible for and has not participated in anydetermination or calculation made with respect toissuance or redemption of the Fund. S&P has noobligation or liability in connection with theadministration, marketing or trading of the Fund.

WITHOUT LIMITING ANY OF THE FOREGOING, IN NOEVENT SHALL S&P HAVE ANY LIABILITY FOR ANYSPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIALDAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSTPROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OFSUCH DAMAGES.

DoubleLine Trademark: DoubleLine is a registeredtrademark of DoubleLine Capital LP.

ADDITIONAL PURCHASE AND SALEINFORMATIONFund Shares are listed for secondary trading on theExchange and individual Fund Shares may only bepurchased and sold in the secondary market through abroker-dealer. The secondary markets are closed onweekends and also are generally closed on the followingholidays: New Year’s Day, Dr. Martin Luther King, Jr.Day, Presidents’ Day, Good Friday, Memorial Day(observed), Independence Day, Labor Day, ThanksgivingDay and Christmas Day. The Exchange may close earlyon the business day before certain holidays and on theday after Thanksgiving Day. Exchange holiday schedulesare subject to change without notice. If you buy or sellFund Shares in the secondary market, you will pay thesecondary market price for Fund Shares. In addition, youmay incur customary brokerage commissions andcharges and may pay some or all of the spread betweenthe bid and the offered price in the secondary market oneach leg of a round trip (purchase and sale) transaction.

The trading prices of the Fund’s shares will fluctuatecontinuously throughout trading hours based on market

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supply and demand rather than the Fund’s net assetvalue, which is calculated at the end of each businessday. Fund Shares will trade on the Exchange at pricesthat may be above (i.e., at a premium) or below (i.e., at adiscount), to varying degrees, the daily net asset value ofthe Fund’s shares. The trading prices of the Fund’sshares may deviate significantly from its net asset valueduring periods of market volatility. Given, however, thatFund Shares can be issued and redeemed daily inCreation Units, the Adviser believes that large discountsand premiums to net asset value should not be sustainedover long periods. Information showing the number ofdays the market price of the Fund’s shares was greaterthan the Fund’s net asset value and the number of daysit was less than the Fund’s net asset value (i.e., premiumor discount) for various time periods is available byvisiting the Fund’s website at https://www.spdrs.com.

The Exchange will disseminate, every fifteen secondsduring the regular trading day, an indicative optimizedportfolio value (“IOPV”) relating to the Fund. The IOPVcalculations are estimates of the value of the Fund’s netasset value per Fund Share using market data convertedinto U.S. dollars at the current currency rates. The IOPVprice is based on quotes and closing prices from thesecurities’ local market and may not reflect events thatoccur subsequent to the local market’s close. Premiumsand discounts between the IOPV and the market pricemay occur. This should not be viewed as a “real-time”update of the net asset value per Fund Share, which iscalculated only once a day. Neither the Fund nor theAdviser or any of their affiliates are involved in, orresponsible for, the calculation or dissemination of suchIOPVs and make no warranty as to their accuracy.

The Fund does not impose any restrictions on thefrequency of purchases and redemptions; however, theFund reserves the right to reject or limit purchases at anytime as described in the SAI. When considering that norestriction or policy was necessary, the Board evaluatedthe risks posed by market timing activities such aswhether frequent purchases and redemptions wouldinterfere with the efficient implementation of the Fund’sinvestment strategy, or whether they would cause theFund to experience increased transaction costs. The Boardconsidered that, unlike traditional mutual funds, FundShares are issued and redeemed only in large quantities ofshares known as Creation Units, available only from theFund directly, and that most trading in the Fund occurs onthe Exchange at prevailing market prices and does notinvolve the Fund directly. Given this structure, the Boarddetermined that it is unlikely that (a) market timing wouldbe attempted by the Fund’s shareholders or (b) anyattempts to market time the Fund by shareholders wouldresult in negative impact to the Fund or its shareholders.

DISTRIBUTION AND SERVICING PLANThe Fund has adopted a Distribution and Service Plan inaccordance with Rule 12b-1 under the 1940 Act pursuantto which payments of up to 0.25% of the Fund’s averagedaily net assets may be made for the sale anddistribution of Fund Shares. No payments pursuant to theDistribution and Service Plan will be made through atleast the next twelve (12) months of operation.Additionally, the implementation of any such paymentswould have to be approved by the Board prior toimplementation. Because these fees would be paid outof the Fund’s assets on an on-going basis, if paymentsare made in the future, these fees will increase the costof your investment and may cost you more over timethan paying other types of sales charges.

DISTRIBUTIONSDividends and Capital Gains. As a Fund shareholder, youare entitled to your share of the Fund’s income and netrealized gains on its investments. The Fund pays outsubstantially all of its net earnings to its shareholders as“distributions.”

The Fund may earn interest from debt securities and, ifparticipating, securities lending income. These amounts,net of expenses and taxes (if applicable), are passedalong to Fund shareholders as “income dividenddistributions.” The Fund will generally realize short-termcapital gains or losses whenever it sells or exchangesassets held for one year or less. Net short-term capitalgains will generally be treated as ordinary income whendistributed to shareholders. The Fund will generallyrealize long-term capital gains or losses whenever it sellsor exchanges assets held for more than one year. Netcapital gains (the excess of the Fund’s net long-termcapital gains over its net short-term capital losses) aredistributed to shareholders as “capital gain distributions.”

Income dividend distributions, if any, are generallydistributed to shareholders monthly, but may varysignificantly from period to period.

Net capital gains for the Fund are distributed at leastannually. Dividends may be declared and paid morefrequently or at any other times to comply with thedistribution requirements of the Internal RevenueCode of 1986, as amended (the “Code”).

Distributions in cash may be reinvested automatically inadditional whole Fund Shares only if the broker throughwhom you purchased Fund Shares makes such optionavailable. Distributions which are reinvested willnevertheless be taxable to the same extent as if suchdistributions had not been reinvested.

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PORTFOLIO HOLDINGSThe Fund’s portfolio holdings disclosure policy isdescribed in the SAI. In addition, the identities andquantities of the securities held by the Fund aredisclosed on the Trust’s website.

ADDITIONAL TAX INFORMATIONThe following discussion is a summary of someimportant U.S. federal tax considerations generallyapplicable to an investment in the Fund. Your investmentin the Fund may have other tax implications. Pleaseconsult your tax advisor about foreign, federal, state,local or other tax laws applicable to you. Investors,including non-U.S. investors, may wish to consult the SAItax section for more complete disclosure.

Taxes on Distributions. In general, your distributions aresubject to federal income tax when they are paid,whether you take them in cash or reinvest them in theFund. The income dividends and short-term capital gainsdistributions you receive from the Fund will generally betaxed as ordinary income. Since the Fund’s income isderived primarily from sources that do not pay dividends,it is not expected that a substantial portion of thedividends paid by the Fund will qualify either for thedividends-received deduction for corporations or for thefavorable income tax rates available to individuals on“qualified dividend income.” Any distributions of theFund’s net capital gains are taxable as long-term capitalgain regardless of how long you have owned FundShares. Long-term capital gains are generally taxed tononcorporate shareholders at rates of up to 20%.Distributions in excess of the Fund’s current andaccumulated earnings and profits are treated as a tax-freereturn of capital to the extent of your basis in your FundShares, and, in general, as capital gain thereafter.

U.S. individuals with income exceeding specifiedthresholds are subject to a 3.8% Medicare contributiontax on all or a portion of their “net investment income,”which includes taxable interest, dividends and certaincapital gains (generally including capital gain distributionsand capital gains realized upon the sale of Fund Shares).This 3.8% tax also applies to all or a portion of theundistributed net investment income of certainshareholders that are estates and trusts.

If the Fund redeems Creation Units in cash, it may bearadditional costs and recognize more capital gains than itwould if it redeems Creation Units in-kind.

Distributions paid in January, but declared by the Fund inOctober, November or December of the previous year,payable to shareholders of record in such a month, maybe taxable to you in the calendar year in which they weredeclared. The Fund will inform you of the amount of your

ordinary income dividends, capital gain distributions andany qualified dividend income shortly after the close ofeach calendar year.

A distribution will reduce the Fund’s net asset value perFund Share and may be taxable to you as ordinaryincome or capital gain even though, from an investmentstandpoint, the distribution may constitute a return ofcapital.

Original Issue Discount. Investments by the Fund in zerocoupon or other discount securities will result in incometo the Fund equal to a portion of the excess face value ofthe securities over their issue price (the “original issuediscount” or “OID”) each year that the securities areheld, even though the Fund may receive no cash interestpayments or may receive cash interest payments that areless than the income recognized for tax purposes. Inother circumstances, whether pursuant to the terms of asecurity or as a result of other factors outside the controlof the Fund, the Fund may recognize income withoutreceiving a commensurate amount of cash. Such incomeis included in determining the amount that the Fund mustdistribute to maintain its eligibility for treatment as aregulated investment company and to avoid the paymentof federal tax, including the nondeductible 4% excise tax.Where such income is not matched by a correspondingcash payment, the Fund may be required to borrowmoney or dispose of securities to be able to makedistributions to its shareholders in order to qualify fortreatment as a regulated investment company andeliminate taxes at the Fund level, potentially resulting inadditional taxable gain or loss to the Fund.

Special rules apply if the Fund holds inflation-indexedbonds. Generally, all stated interest on inflation-indexedbonds is taken into income by the Fund under its regularmethod of accounting for interest income. The amount ofany positive inflation adjustment for a taxable year, whichresults from an increase in the inflation-adjusted principalamount of the bond, is treated as OID. The amount ofthe Fund’s OID in a taxable year with respect to a bondwill increase the Fund’s taxable income for such yearwithout a corresponding receipt of cash until the bondmatures. As a result, the Fund may need to use othersources of cash to satisfy its distribution requirementsfor such year. The amount of any negative inflationadjustments, which result from a decrease in theinflation-adjusted principal amount of the bond, firstreduces the amount of interest (including stated interest,OID, and market discount, if any) otherwise includible inthe Fund’s income with respect to the bond for thetaxable year; any remaining negative adjustments will beeither treated as ordinary loss or, in certaincircumstances, carried forward to reduce the amount ofinterest income taken into account with respect to thebond in future taxable years.

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Market Discount. Any market discount recognized on amarket discount bond is taxable as ordinary income. Amarket discount bond is a bond acquired in thesecondary market at a price below redemption value orbelow adjusted issue price if the bond was issued withoriginal issue discount. Absent an election by the Fund toinclude the market discount in income as it accrues, gainon the Fund’s disposition of such an obligation will betreated as ordinary income rather than capital gain to theextent of the accrued market discount. Where theincome required to be recognized as a result of themarket discount rules is not matched by a correspondingcash payment, the Fund may be required to borrowmoney or dispose of securities to be able to makedistributions to its shareholders in order to qualify fortreatment as a regulated investment company andeliminate taxes at the Fund level, potentially resulting inadditional taxable gain or loss to the Fund.

Derivatives and Other Complex Securities. The Fund mayinvest in complex securities. These investments may besubject to numerous special and complex rules. Theserules could affect whether gains and losses recognizedby the Fund are treated as ordinary income or capitalgain, accelerate the recognition of income to the Fundand/or defer the Fund’s ability to recognize losses. Inturn, these rules may affect the amount, timing orcharacter of the income distributed to you by the Fund.You should consult your personal tax advisor regardingthe application of these rules.

Foreign Currency Transactions. The Fund’s transactionsin foreign currencies, foreign currency denominated debtobligations and certain foreign currency options, futurescontracts and forward contracts (and similar instruments)may give rise to ordinary income or loss to the extentsuch income or loss results from fluctuations in the valueof the foreign currency concerned.

Foreign Income Taxes. Investment income received bythe Fund from sources within foreign countries may besubject to foreign income taxes withheld at the source.The United States has entered into tax treaties withmany foreign countries which may entitle the Fund to areduced rate of such taxes or exemption from taxes onsuch income. It is impossible to determine the effectiverate of foreign tax for the Fund in advance since theamount of the assets to be invested within variouscountries is not known. If more than 50% of the totalassets of the Fund at the close of its taxable year consistof certain foreign stocks or securities, the Fund may electto “pass through” to you certain foreign income taxes(including withholding taxes) paid by the Fund. If theFund makes such an election, you will be considered tohave received as an additional dividend your share ofsuch foreign taxes, but you may be entitled to either acorresponding tax deduction in calculating your taxable

income, or, subject to certain limitations, a credit incalculating your federal income tax. If the Fund does notso elect, the Fund will be entitled to claim a deduction forcertain foreign taxes incurred by the Fund.

Taxes on Exchange-Listed Share Sales. Any capital gainor loss realized upon a sale of Fund Shares is generallytreated as long-term capital gain or loss if the FundShares have been held for more than one year and asshort-term capital gain or loss if the Fund Shares havebeen held for one year or less, except that any capitalloss on the sale of Fund Shares held for six months orless is treated as long-term capital loss to the extent thatcapital gain dividends were paid with respect to suchFund Shares.

Taxes on Creations and Redemptions of Creation Units.A person who exchanges securities for Creation Unitsgenerally will recognize a gain or loss. The gain or losswill be equal to the difference between the market valueof the Creation Units at the time and the exchanger’saggregate basis in the securities surrendered plus anycash paid for the Creation Units. A person whoexchanges Creation Units for securities will generallyrecognize a gain or loss equal to the difference betweenthe exchanger’s basis in the Creation Units and theaggregate market value of the securities and the amountof cash received. The Internal Revenue Service (the“IRS”), however, may assert that a loss realized upon anexchange of securities for Creation Units cannot bededucted currently under the rules governing “washsales,” or on the basis that there has been no significantchange in economic position. Persons exchangingsecurities should consult their own tax advisor withrespect to whether wash sale rules apply and when aloss might be deductible.

Under current federal tax laws, any capital gain or lossrealized upon a redemption (or creation) of Creation Unitsis generally treated as long-term capital gain or loss if theFund Shares (or securities surrendered) have been heldfor more than one year and as a short-term capital gain orloss if the Fund Shares (or securities surrendered) havebeen held for one year or less.

If you create or redeem Creation Units, you will be sent aconfirmation statement showing how many Fund Sharesyou purchased or sold and at what price.

The Trust on behalf of the Fund has the right to reject anorder for Creation Units if the purchaser (or a group ofpurchasers) would, upon obtaining the Fund Shares soordered, own 80% or more of the outstanding shares ofthe Fund and if, pursuant to Section 351 of the Code, theFund would have a basis in the securities different fromthe market value of the securities on the date of deposit.The Trust also has the right to require informationnecessary to determine beneficial share ownership for

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purposes of the 80% determination. If the Trust doesissue Creation Units to a purchaser (or a group ofpurchasers) that would, upon obtaining the Fund Sharesso ordered, own 80% or more of the outstanding sharesof the Fund, the purchaser (or group of purchasers) willnot recognize gain or loss upon the exchange ofsecurities for Creation Units.

Certain Tax Exempt Investors. The Fund, if investing incertain limited real estate investments and other publiclytraded partnerships, may be required to pass throughcertain “excess inclusion income” and other income as“unrelated business taxable income” (“UBTI”). Prior toinvesting in the Fund, tax-exempt investors sensitive toUBTI should consult their tax advisors regarding thisissue and IRS pronouncements addressing the treatmentof such income in the hands of such investors.

Non-U.S. Investors. Ordinary income dividends paid bythe Fund to shareholders who are non-resident aliens orforeign entities will generally be subject to a 30% U.S.withholding tax, unless a lower treaty rate applies orunless such income is effectively connected with a U.S.trade or business. Gains on the sale of Fund Shares anddividends that are, in each case, effectively connectedwith the conduct of a trade or business within the U.S.will generally be subject to U.S. federal net incometaxation at regular income tax rates. Non-U.S.shareholders that own, directly or indirectly, more than5% of Fund Shares are urged to consult their own taxadvisors concerning special tax rules that may apply totheir investment.

Unless certain non-U.S. entities that hold Fund Sharescomply with IRS requirements that will generally requirethem to report information regarding U.S. personsinvesting in, or holding accounts with, such entities, a30% withholding tax may apply to distributions payableto such entities and, after December 31, 2018,redemption proceeds and certain capital gain dividendspayable to such entities. A non-U.S. shareholder may beexempt from the withholding described in this paragraphunder an applicable intergovernmental agreementbetween the U.S. and a foreign government, providedthat the shareholder and the applicable foreigngovernment comply with the terms of such agreement.

Backup Withholding. The Fund will be required in certaincases to withhold (as “backup withholding”) on amountspayable to any shareholder who (1) has provided theFund either an incorrect tax identification number or nonumber at all, (2) is subject to backup withholding by theIRS for failure to properly report payments of interest ordividends, (3) has failed to certify to the Fund that suchshareholder 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 backupwithholding rate is 28%. Backup withholding will not be

applied to payments that have been subject to the 30%withholding tax on shareholders who are neither citizensnor permanent residents of the U.S.

Other Tax Issues. The Fund may be subject to tax incertain states where the Fund does business.Furthermore, in those states which have income taxlaws, the tax treatment of the Fund and of Fundshareholders with respect to distributions by the Fundmay differ from federal tax treatment.

The foregoing discussion summarizes some of theconsequences under current federal income tax law of aninvestment in the Fund. It is not a substitute for personaltax advice. Consult your personal tax advisor about thepotential tax consequences of an investment in the Fundunder all applicable tax laws.

GENERAL INFORMATIONMANAGEMENT AND ORGANIZATION

The Trust was organized as a Massachusetts businesstrust on March 30, 2011. If shareholders of the Fund arerequired to vote on any matters, shareholders are entitledto one vote for each Share they own. Annual meetings ofshareholders will not be held except as required by the1940 Act and other applicable law. See the SAI for moreinformation concerning the Trust’s form of organization.

The Fund is a separate, diversified series of the Trust,which is an open-end management investment company.

For purposes of the 1940 Act, Fund Shares of the Trustare issued by the respective series of the Trust and theacquisition of Fund Shares by investment companies issubject to the restrictions of Section 12(d)(1) of the1940 Act.

The Trust has received exemptive relief fromSection 12(d)(1) to allow registered investmentcompanies to invest in the Fund beyond the limits setforth in Section 12(d)(1), subject to certain terms andconditions as set forth in an SEC exemptive order issuedto the Trust, including that such investment companiesenter into an agreement with the Trust.

From time to time, the Fund may advertise yield and totalreturn figures. Yield is a historical measure of dividendincome, and total return is a measure of past dividendincome (assuming that it has been reinvested) pluscapital appreciation. Neither yield nor total return shouldbe used to predict the future performance of the Fund.

Morgan, Lewis & Bockius LLP serves as counsel to theTrust, including the Fund. Ernst & Young LLP serves asthe independent registered public accounting firm andwill audit the Fund’s financial statements annually.

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PREMIUM/DISCOUNT INFORMATIONThe Fund had not commenced operations prior to thedate of this Prospectus and therefore does not haveinformation regarding how often Fund Shares traded onthe Exchange at a price above (i.e., at a premium) orbelow (i.e., at a discount) the net asset value of the Fundduring the past calendar year. When available, suchinformation will be provided at https://www.spdrs.com.

FINANCIAL HIGHLIGHTSThe Fund had not commenced operations prior to thedate of this Prospectus and therefore does not havefinancial information.

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WHERE TO LEARN MORE ABOUT THE FUNDThis Prospectus does not contain all the information included in the Registration Statement filed with the SEC withrespect to the Fund’s shares. The SAI, which has been filed with the SEC, provides more information about the Fund.The SAI is incorporated herein by reference (i.e., it is legally part of this Prospectus). These materials may be obtainedwithout charge, upon request, by writing to the Distributor, State Street Global Markets, LLC, State Street FinancialCenter, One Lincoln Street, Boston, Massachusetts 02111, by visiting the Fund’s website at https://www.spdrs.comor by calling the following number:

Investor Information: 1-866-787-2257

The Registration Statement, including this Prospectus, the SAI, and the exhibits as well as any shareholder reportsmay be reviewed and copied at the SEC’s Public Reference Room (100 F Street NE, Washington D.C. 20549) or on theEDGAR Database on the SEC’s website (http://www.sec.gov). Information on the operation of the public referenceroom may be obtained by calling the SEC at 1-202-551-8090. You may get copies of this and other information afterpaying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing thePublic Reference Section of the SEC, Washington, D.C. 20549-1520.

Shareholder inquiries may be directed to the Fund in writing to State Street Global Markets, LLC, State StreetFinancial Center, One Lincoln Street, Boston, Massachusetts 02111 or by calling the Investor Information numberlisted above.

No person has been authorized to give any information or to make any representations other thanthose contained in this Prospectus in connection with the offer of the Fund’s shares, and, if given ormade, the information or representations must not be relied upon as having been authorized by theTrust or the Fund. Neither the delivery of this Prospectus nor any sale of shares shall under anycircumstance imply that the information contained herein is correct as of any date after the date ofthis Prospectus.

Dealers effecting transactions in the Fund’s shares, whether or not participating in this distribution,are generally required to deliver a Prospectus. This is in addition to any obligation of dealers todeliver a Prospectus when acting as underwriters.

SPDREMTLSTATPRO The Trust’s Investment Company Act Number is 811-22542.