(b) Not applicable.
Item 2. Code of Ethics.
As of the end of the period covered by this report, the registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party (the “Code of Ethics”). During the period covered by this report, no substantive amendments were made to the Code of Ethics. During the period covered by this report, the registrant did not grant any waivers, including any implicit waivers, from any provision of the Code of Ethics.
The Code of Ethics is attached hereto as Exhibit 19(a)(1).
Item 3. Audit Committee Financial Expert.
(a)(1) The Board of Trustees of the registrant has determined that the registrant has six Board members serving on the Audit Committee that possess the attributes identified in Instructions 2(b) of Item 3 to Form N-CSR to qualify as an “audit committee financial expert.”
(2) Dwight Churchill, Clare Richer, Kristi Rowsell, James Ross, Sandra Sponem and Carl Verboncoeur are the registrant’s audit committee financial experts. The Board also determined that each of the foregoing persons are not “interested person(s)” of the registrant as that term is defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”).
Item 4. Principal Accountant Fees and Services.
| (a) |
Audit Fees. |
For the fiscal periods ended December 31, 2025 and June 30, 2025, the aggregate audit fees billed for professional services rendered by the principal accountant, Ernst & Young LLP (“EY”), were $20,293 and $23,897, respectively. Audit fees include the performance of the annual audits, security counts performed during the course of the period for each series of the registrant and routine regulatory filings (one for each SEC registrant).
| (b) |
Audit-Related Fees. |
For the fiscal periods ended December 31, 2025 and June 30, 2025, EY did not bill the registrant any fees for assurances and related services that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under paragraph (a) of this Item.
| (c) |
Tax Fees. |
For the fiscal period ended December 31, 2025, the aggregate tax fees billed for professional services rendered by EY for tax preparation and tax compliance services were $10,688. For the fiscal period ended June 30, 2025, the aggregated tax fees billed for professional services rendered by EY for the review of year-end distribution requirements were $2,778.
| (d) |
All Other Fees. |
For the fiscal years ended December 31, 2025 and December 31, 2024 there were no fees billed for professional services rendered by EY for products and services provided by EY to the Trust, other than the services reported in paragraphs (a)through (c).
For the fiscal years ended December 31, 2025 and December 31, 2024, the aggregate fees for professional services rendered by EY for products and services provided by EY to the Adviser and any entity controlling, controlled by, or under common control with the Adviser that provides ongoing services to the Trust that (i) relate directly to the operations and financial reporting of the Trust and (ii) were pre-approved by the Audit Committee were approximately $9,761,443 and $9,556,710, respectively.
(e)(1) Audit Committee Pre-Approval Policies and Procedures.
The registrant’s Audit Committee Charter states the following with respect to pre-approval procedures:
Before the independent auditors are engaged by the Trust to render audit, audit-related or permissible non-audit services, either:
| (a) |
The Audit Committee shall pre-approve all audit, audit-related and permissible non-audit services provided to the Trust. The Audit Committee may delegate to one or more of its members the authority to grant pre-approvals. Any decision of any member to whom authority is delegated under this section shall be presented to the full Audit Committee at its next regularly scheduled meeting; |
or
| (b) |
The engagement to render the audit, audit-related or permissible non-audit service is entered into pursuant to pre-approval policies and procedures established by the Audit Committee. Any such policies and procedures must (1) be detailed as to the particular service and (2) not involve any delegation of the Audit Committee’s responsibilities to the investment adviser. The Audit Committee must be informed of each service entered into pursuant to the policies and procedures. A copy of any such policies and procedures shall be attached as an exhibit to the Audit Committee Charter. |
| (c) |
Pre-Approval for a service provided to the Trust other than audit or audit-related services is not required if: (1) the aggregate amount of all such permissible non-audit services provided to the Trust constitutes not more than five percent (5%) of the total amount of revenues paid by the Trust to the independent auditors during the fiscal year in which the permissible non-audit services are provided; (2) such services were not recognized by the Trust at the time of the engagement to be permissible non-audit services; and (3) such services are promptly brought to the attention of the Audit Committee and are approved by the Audit Committee or by one or more members of the Audit Committee to whom authority to grant such approvals has been delegated by the Audit Committee prior to the completion of the audit. |
| (d) |
The Audit Committee shall pre-approve any permissible non-audit services proposed to be provided by the independent auditors to (a) the investment adviser and (b) any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the Trust, if the independent auditors’ engagement with the investment adviser or any such control persons relates directly to the operations and financial reporting of the Trust. It shall be the responsibility of the independent auditors to notify the Audit Committee of any permissible non-audit services that need to be pre-approved. |
Notwithstanding the above, Pre-Approval for any permissible non-audit services under this Sub-section is not required if: (1) the aggregate amount of all such permissible non-audit services constitutes not more than five percent (5%) of the total amount of revenues paid to the independent auditors by the Trust and any other entity that has its services approved under this Section (i.e., the investment adviser or any control person) during the fiscal year in which the permissible non-audit services are provided; (2) such services were not recognized by the Trust at the time of the engagement to be permissible non-audit services; and (3) such services are promptly brought to the attention of the Audit Committee and are approved by the Audit Committee or by one or more members of the Audit Committee to whom authority to grant such approvals has been delegated by the Audit Committee prior to the completion of the audit.
(e)(2) Percentage of Services.
None of the services described in each of paragraphs (b) through (d) of this Item were approved by the registrant’s Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
(f) Not applicable.
(g) The aggregate non-audit fees billed for by EY for services rendered to the registrant, and rendered to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser were as follows:
| FY 2025 (in millions) |
FY 2024 (in millions) |
|||||||
|
Non audit services billed to: |
||||||||
|
Registrant: |
See Item 4 | (c) | See Item 4 | (c) | ||||
|
Investment Adviser: |
— | — | ||||||
|
Other entities in the Investment Company Complex (1)(2): |
||||||||
|
Audit Related Fees |
$ | 18.6 | $ | 18.5 | ||||
|
Tax Fees |
$ | 3.6 | $ | 3.3 | ||||
|
All Other Fees |
$ | 15.8 | $ | 15.8 | ||||
|
|
|
|
|
|||||
| (1) |
Information is for the calendar years 2025 and 2024, respectively. |
| (2) |
Services under the caption Audit-Related Fees consisted principally of reports on the processing of transactions by servicing organizations, audits of employee benefit plan, non-statutory audits and due diligence procedures. Services under the caption Tax Fees consisted principally of expatriate, compliance and corporate tax advisory services. Services under the caption All Other Fees primarily related to statutory and financial statement audits and the requirement to opine on the design and operating effectiveness of internal control over financial reporting. |
(h) EY notified the registrant’s Audit Committee of all non-audit services that were rendered by EY to the Adviser and any entity controlling, controlled by, or under common control with the Adviser that provides services to the registrant, which services were not required to be pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X, allowing the registrant’s Audit Committee to consider whether such services were compatible with maintaining EY’s independence.
(i) Not applicable.
(j) Not applicable.
Item 5. Audit Committees of Listed Registrants.
The registrant has an audit committee which was established by the Board of Trustees of the Trust in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “1934 Act”). The members of the registrant’s Audit Committee are Dwight Churchill, Carolyn Clancy, Clare Richer, James Ross, Kristi Rowsell, Sandra Sponem and Carl Verboncoeur.
Item 6. Investments.
(a) Schedules of Investments are included as part of the Financial Statements filed under Item 7(a) of this Form N-CSR.
(b) Not applicable to the registrant.
Item 7. Financial Statements and Financial Highlights for Open-End Management Investment Companies
(a) The registrant’s Financial Statements are attached herewith.
(b) The registrant’s Financial Highlights are included as part of the Financial Statements filed under Item 7(a) of this Form.
| State Street US Equity Premium Income ETF (formerly SPDR SSGA US Equity Premium Income ETF) |
| Schedule of Investments (N-CSR Item 6) | |
|
|
1 |
|
|
4 |
|
|
7 |
|
|
8 |
|
|
14 |
|
|
15 |
| Description | Counterparty | Strike Price |
Expiration Date |
Number
of Contracts |
Notional Amount |
Market Value |
Premiums Received |
Unrealized Appreciation/ Depreciation | ||||||||
| S&P 500 Index |
N/A |
USD 7,150 | 01/09/2026 | (2,000) | USD (14,300,000) | $ (300) | $(25,840) | $25,540 | ||||||||
| S&P 500 Index |
N/A |
USD 6,990 | 01/16/2026 | (2,100) | USD (14,679,000) | (28,980) | (35,367) | 6,387 | ||||||||
| S&P 500 Index |
N/A |
USD 7,150 | 01/23/2026 | (2,000) | USD (14,300,000) | (4,950) | (20,740) | 15,790 | ||||||||
| S&P 500 Index |
N/A |
USD 7,135 | 01/30/2026 | (4,000) | USD (28,540,000) | (34,800) | (33,460) | (1,340) | ||||||||
| $(69,030) | $(115,407) | $46,377 |
| Description | Level
1 – Quoted Prices |
Level
2 – Other Significant Observable Inputs |
Level
3 – Significant Unobservable Inputs |
Total | ||||
| ASSETS: | ||||||||
| INVESTMENTS: | ||||||||
|
Common Stocks
|
$55,685,387 | $— | $— | $55,685,387 | ||||
|
Short-Term Investment
|
24,024 | — | — | 24,024 | ||||
|
TOTAL INVESTMENTS
|
$55,709,411 | $— | $— | $55,709,411 | ||||
| OTHER FINANCIAL INSTRUMENTS: | ||||||||
|
Call Options Written
|
$(69,030) | $— | $— | $(69,030) | ||||
|
TOTAL OTHER FINANCIAL INSTRUMENTS:
|
$(69,030) | $— | $— | $(69,030) |
| Number
of Shares Held at 6/30/25 |
Value
at 6/30/25 |
Cost
of Purchases |
Proceeds from Shares Sold |
Realized Gain (Loss) |
Change
in Unrealized Appreciation/ Depreciation |
Number
of Shares Held at 12/31/25 |
Value
at 12/31/25 |
Dividend Income | |||||||||
|
State Street Institutional U.S. Government Money
Market Fund, Class G Shares
|
— | $— | $1,074,985 | $1,050,961 | $— | $— | 24,024 | $24,024 | $1,525 |
| ASSETS | |
|
Investments in unaffiliated issuers, at
value
|
$55,685,387 |
|
Investments in affiliated issuers, at value
|
24,024 |
|
Total Investments
|
55,709,411 |
|
Cash
|
16,610 |
|
Receivable for investments sold
|
16,730 |
|
Dividends receivable — unaffiliated issuers
|
31,017 |
|
Dividends receivable — affiliated issuers
|
364 |
|
TOTAL ASSETS
|
55,774,132 |
| LIABILITIES | |
|
Payable for investments purchased
|
120 |
|
Written options, at value
|
69,030 |
|
Advisory fee payable
|
11,925 |
|
TOTAL LIABILITIES
|
81,075 |
|
NET ASSETS
|
$55,693,057 |
| NET ASSETS CONSIST OF: | |
|
Paid-in capital
|
$54,029,128 |
|
Total distributable earnings (loss)
|
1,663,929 |
|
NET ASSETS
|
$55,693,057 |
| NET ASSET VALUE PER SHARE | |
|
Net asset value per share
|
$32.38 |
|
Shares outstanding (unlimited amount authorized,
$0.01 par value)
|
1,720,000 |
| COST OF INVESTMENTS: | |
|
Investments in unaffiliated issuers
|
$53,944,780 |
|
Investments in affiliated issuers
|
24,024 |
|
Total cost of investments
|
$53,968,804 |
|
Written options premium received
|
$115,407 |
| Six-month
Period Ended 12/31/25 (a) |
Period
Ended 6/30/25 (b) | ||
| INVESTMENT INCOME | |||
|
Dividend income — unaffiliated issuers
|
$170,197 | $74,285 | |
|
Dividend income — affiliated issuers
|
1,525 | 1,251 | |
|
Foreign taxes withheld
|
— | (20) | |
|
TOTAL INVESTMENT INCOME (LOSS)
|
171,722 | 75,516 | |
| EXPENSES | |||
|
Advisory fee
|
42,455 | 16,016 | |
|
Trustees’ fees and expenses
|
60 | 1,790 | |
|
TOTAL EXPENSES
|
42,515 | 17,806 | |
|
NET INVESTMENT INCOME (LOSS)
|
$129,207 | $57,710 | |
| REALIZED AND UNREALIZED GAIN (LOSS) | |||
| Net realized gain (loss) on: | |||
|
Investments — unaffiliated issuers
|
(19,145) | (212,773) | |
|
In-kind redemptions — unaffiliated issuers
|
1,516,916 | 177,392 | |
|
Written options
|
318,237 | (283,631) | |
|
Net realized gain (loss)
|
1,816,008 | (319,012) | |
| Net change in unrealized appreciation/depreciation on: | |||
|
Investments — unaffiliated issuers
|
1,030,915 | 709,692 | |
|
Written options
|
157,795 | (111,418) | |
|
Net change in unrealized
appreciation/depreciation
|
1,188,710 | 598,274 | |
|
NET REALIZED AND UNREALIZED GAIN (LOSS)
|
3,004,718 | 279,262 | |
|
NET INCREASE (DECREASE) IN NET ASSETS FROM
OPERATIONS
|
$3,133,925 | $336,972 |
| (a) | Effective August 14, 2025, the Board of Trustees approved a change in fiscal year end for the Fund from June 30 to December 31. |
| (b) | For the period September 5, 2024 (commencement of operations) through June 30, 2025. |
| Six-month
Period Ended 12/31/25(a) |
For
the Period 9/5/24*- 6/30/25 | ||
| INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS: | |||
|
Net investment income (loss)
|
$129,207 | $57,710 | |
|
Net realized gain (loss)
|
1,816,008 | (319,012) | |
|
Net change in unrealized
appreciation/depreciation
|
1,188,710 | 598,274 | |
|
Net increase (decrease) in net assets resulting
from operations
|
3,133,925 | 336,972 | |
|
Distributions to shareholders:
|
(940,946) | (256,885) | |
|
Return of capital
|
— | (475,035) | |
|
Total Distributions to shareholders
|
(940,946) | (731,920) | |
| FROM BENEFICIAL INTEREST TRANSACTIONS: | |||
|
Proceeds from shares sold
|
51,930,570 | 13,974,868 | |
|
Cost of shares redeemed
|
(9,722,218) | (2,288,194) | |
|
Net increase (decrease) from share
transactions
|
42,208,352 | 11,686,674 | |
|
Net increase (decrease) in net assets from
beneficial interest transactions
|
42,208,352 | 11,686,674 | |
|
Net increase (decrease) in net assets during the
period
|
44,401,331 | 11,291,726 | |
|
Net assets at beginning of period
|
11,291,726 | — | |
|
NET ASSETS AT END OF PERIOD
|
$55,693,057 | $11,291,726 | |
| SHARES OF BENEFICIAL INTEREST: | |||
|
Shares sold
|
1,650,000 | 460,000 | |
|
Shares redeemed
|
(310,000) | (80,000) | |
|
Net increase (decrease) from share
transactions
|
1,340,000 | 380,000 |
| * | Commencement of operations. |
| (a) | Effective August 14, 2025, the Board of Trustees approved a change in fiscal year end for the Fund from June 30 to December 31. |
| State Street US Equity Premium Income ETF | |||
| Six-month
Period Ended 12/31/25(a) |
For
the Period 9/5/24*- 6/30/25 | ||
|
Net asset value, beginning of period
|
$29.72 | $30.00 | |
| Income (loss) from investment operations: | |||
|
Net investment income (loss) (b)
|
0.18 | 0.22 | |
|
Net realized and unrealized gain (loss) (c)
|
3.39 | 1.98 | |
|
Total from investment operations
|
3.57 | 2.20 | |
| Distributions to shareholders from: | |||
|
Net investment income
|
(0.91) | (0.86) | |
|
Return of capital
|
— | (1.62) | |
|
Total distributions
|
(0.91) | (2.48) | |
|
Net asset value, end of period
|
$32.38 | $29.72 | |
|
Total return (d)
|
12.20% | 7.72% | |
| Ratios and Supplemental Data: | |||
|
Net assets, end of period (in 000s)
|
$55,693 | $11,292 | |
| Ratios to average net assets: | |||
|
Total expenses
|
0.25%(e) | 0.28%(e) | |
|
Net investment income (loss)
|
0.76%(e) | 0.90%(e) | |
|
Portfolio turnover rate (f)
|
18%(g) | 43%(g) | |
| * | Commencement of operations. |
| (a) | Effective August 14, 2025, the Board of Trustees approved a change in fiscal year end for the Fund from June 30 to December 31. |
| (b) | Per share numbers have been calculated using average shares outstanding, which more appropriately presents the per share data for the year. |
| (c) | Amounts shown in this caption for a share outstanding may not accord with the change in aggregate gains and losses in securities for the fiscal period because of the timing of sales and repurchases of Fund shares in relation to fluctuating market values for the Fund. |
| (d) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates of each distribution. Total returns for periods of less than one year are not annualized. Broker commission charges are not included in this calculation. |
| (e) | Annualized. |
| (f) | Portfolio turnover rate excludes securities received or delivered from in-kind processing of creations or redemptions. |
| (g) | Not annualized. |
| Liability Derivatives | |||||||||||
| Interest Rate Risk |
Foreign Exchange Risk |
Credit Risk |
Equity Risk |
Commodity Risk |
Total | ||||||
| State Street US Equity Premium Income ETF | |||||||||||
|
Written Options
|
$— | $— | $— | $69,030 | $— | $69,030 | |||||
| Net Realized Gain (Loss) | |||||||||||
| Interest Rate Risk |
Foreign Exchange Risk |
Credit Risk |
Equity Risk |
Commodity Risk |
Total | ||||||
| State Street US Equity Premium Income ETF | |||||||||||
|
Written Options
|
$— | $— | $— | $318,237 | $— | $318,237 | |||||
| Net Change in Unrealized Appreciation/Depreciation | |||||||||||
| Interest Rate Risk |
Foreign Exchange Risk |
Credit Risk |
Equity Risk |
Commodity Risk |
Total | ||||||
| State Street US Equity Premium Income ETF | |||||||||||
|
Written Options
|
$— | $— | $— | $157,795 | $— | $157,795 | |||||
| Purchases | Sales | ||
|
State Street US Equity Premium Income ETF
|
$6,524,586 | $6,886,541 |
| In-kind Contributions |
In-kind Redemptions |
In-kind
Net Realized Gains/(Losses) | |||
|
State Street US Equity Premium Income ETF
|
$51,836,152 | $9,689,988 | $1,516,916 |
| In-kind Contributions |
In-kind Redemptions |
In-kind
Net Realized Gains/(Losses) | |||
|
State Street US Equity Premium Income ETF
|
$10,630,157 | $2,279,623 | $177,392 | ||
| Ordinary Income |
Long-Term Capital Gains |
Total | |||
|
State Street US Equity Premium Income ETF
|
$926,796 | $14,150 | $940,946 |
| Ordinary Income |
Long-Term Capital Gains |
Tax
Return of Capital |
Total | ||||
|
State Street US Equity Premium Income ETF
|
$ 256,885 | $ — | $ 475,035 | $ 731,920 |
| Undistributed Ordinary Income |
Capital
Loss Carryforwards |
Undistributed Long-Term Capital Gains |
Net
Unrealized Gains (Losses) |
Total | |||||
|
State Street US Equity Premium Income ETF
|
$— | $— | $— | $1,663,929 | $1,663,929 |
| Tax Cost |
Gross Unrealized Appreciation |
Gross Unrealized Depreciation |
Net
Unrealized Appreciation (Depreciation) | ||||
|
State Street US Equity Premium Income ETF
|
$54,091,859 | $3,176,880 | $1,512,951 | $1,663,929 |
| Amount | |
|
State Street US Equity Premium Income ETF
|
$14,150 |