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State Street Global Advisors Luxembourg SICAV State Street Global Advisors Luxembourg SICAV Prospectus Valid from 28 April 2021 VISA 2021/164929-5881-0-PC L'apposition du visa ne peut en aucun cas servir d'argument de publicité Luxembourg, le 2021-04-27 Commission de Surveillance du Secteur Financier Important Information Prospective investors are advised to a separate investment portfolio. The review this Prospectus (including the creation of any class must be notified Relevant Supplement(s)) and the to and cleared in advance with the KIID(s) carefully and in their entirety CSSF. and, before making any investment The Board has taken all reasonable decision with respect to an care to ensure that the information investment in a Fund, should consult contained in this Prospectus is, to the a stockbroker, bank manager, lawyer, best of its knowledge and belief, in accountant or other financial adviser accordance with the facts and does for independent advice in relation to: not omit anything material to such (a) the legal requirements within their information. The Board accepts own countries for the purchase, responsibility accordingly. holding, exchanging, redeeming or No person is authorised to give any disposing of Shares; (b) any foreign information or to make any exchange restrictions to which they representation other than those are subject in their own countries in contained in this Prospectus, the KIID relation to the purchase, holding, and the annual reports and any exchanging, redeeming or disposing subscription and/or purchase made of Shares; (c) the legal, tax, financial by any person on the basis of or other consequences of subscribing statements or representations not for, purchasing, holding, exchanging, contained in or inconsistent with the redeeming or disposing of Shares; information contained in this and (d) the provisions of this Prospectus, the KIID and the annual Prospectus. reports shall be solely at the risk of the This Prospectus comprises subscriber/purchaser. Furthermore, information relating to the Company, the delivery of this Prospectus or any an open-ended umbrella fund issue of Shares shall not, under any authorised pursuant to the 2010 Law. circumstances, create any implication The Company is authorised in that the affairs of the Company have Luxembourg by the Commission de not changed since the date of this Surveillance du Secteur Financier Prospectus. (CSSF) as a UCITS for the purposes of Subscriptions are not valid unless the 2010 Law. The Company is they are based on this Prospectus or structured as an umbrella fund in that the KIID in conjunction with the most different sub-funds may be recent annual report and the most established with the prior approval of recent semi-annual report where this the CSSF. The authorisation of the is published after the annual report. Company is not an endorsement or Investors should be aware that the guarantee of the Company by the price of Shares may fall as well as rise, CSSF nor is the CSSF responsible for and investors may not get back any of the contents of this Prospectus and the amount invested. Risk factors for any Supplements. The authorisation investors to consider are set out in the of the Company by the CSSF does not “Risk Information” section. Risks of constitute a warranty as to the particular relevance to the Funds are performance of the Company and the described in the Relevant Supplement. CSSF shall not be liable for the In cases where an investor invests in performance or default of the the Company through an intermediary Company. In addition, each Fund may which invests into the Company in the have more than one Class allocated to intermediary’s own name but on it. A Class within a Fund will not have behalf of the investor, it may not 2 always be possible for the investor to Revenue Code of 1986, as exercise certain Shareholder rights amended; directly against the Company. Investors are advised to take advice which are hereinafter collectively on their rights. referred to as “ERISA plans”. The distribution of this Prospectus Shareholders are required to notify and the offering or purchase of Shares the Administrator, immediately in the may be restricted or prohibited by law event that they become U.S. Persons, in certain jurisdictions. This will no longer meet the eligibility Prospectus does not constitute and criteria or otherwise hold Shares may not be treated as an offer or which might result in the Company or solicitation by or to anyone in any the Management Company incurring jurisdiction in which such offer or any liability to taxation or suffering solicitation is not lawful or in which pecuniary disadvantages which the the person making such offer or Company or the Management solicitation is not qualified to do so or Company might not otherwise have to anyone to whom it is unlawful to incurred or suffered, or requiring the make such offer or solicitation. It is Company or the Management the responsibility of any persons in Company to register under the U.S. possession of this Prospectus and Investment Company Act, or register any persons wishing to apply for any Shares under the U.S. Securities Shares pursuant to this Prospectus to Act. inform themselves of and to observe Where the Board becomes aware that all applicable laws and regulations of any Shares are directly or beneficially any relevant jurisdiction. owned by any person in breach of the As Shares in the Company are not above restrictions, they may direct the registered in the United States in Shareholder to transfer his Shares to accordance with the U.S. Securities a person qualified to own such Shares Act, or the securities laws of any of the or request the Company to redeem the states or possessions of the United Shares, in default of which the States, and the Company is not Shareholder shall, on the expiration of registered under the U.S. Investment thirty (30) days from the giving of such Company Act, they may neither be notice, be deemed to have given a offered nor sold nor delivered directly request in writing for the redemption or indirectly in the U.S., or to or for the of the Shares. The Shares will be account or benefit of any U.S. Person redeemed in accordance with the (as such term is defined in Regulation provisions of the Articles. S under the U.S. Securities Act). A As of the date of this Prospectus, the prospective investor will be required Company is a “recognised scheme” at the time of acquiring Shares to for the purposes of Section 264 of the represent that such investor is not a UK’s Financial Services and Markets U.S. Person or acquiring Shares for or Act 2000. The UK left the European on behalf of a U.S. Person or acquiring Union on 31 January 2020 and entered the Shares with the assets of an the transition period agreed as part of ERISA plan (as defined below). the Withdrawal Agreement between Shares may not be acquired or owned the UK and the European Union. It is by, or acquired with the assets of: anticipated that following the end of i. any retirement plan subject to Title the transition period, the Company I of ERISA; or will be marketed in the UK under ii. any individual retirement account temporary permissions regime or plan subject to Section 4975 of followed by a formal application for the United States Internal recognition under Section 272 of the United Kingdom’s Financial Services 3 and Markets Act 2000 or its recognised replacement. The Prospectus and KIIDs may be translated into other languages. Any such translation shall only contain the same information and have the same meaning as the English language Prospectus and/or KIID. To the extent that there is any inconsistency between the English language Prospectus and/or KIID and the Prospectus in another language, the English language Prospectus and/or KIID will prevail. All disputes as to the contents of this Prospectus and related KIIDs shall be governed in accordance with the laws of Luxembourg. 4 Table of Contents 1. GLOSSARY ........................................................................................................................................... 8 2. DIRECTORY ........................................................................................................................................ 16 3. GENERAL INFORMATION ABOUT THE COMPANY .................................................................... 17 3.1. The Company ................................................................................................................................. 17 3.2. Management and Administration ................................................................................................. 17 3.2.1. The Directors ....................................................................................................................... 17 3.2.2. The Management Company ............................................................................................. 17 3.2.3. The Depositary .................................................................................................................... 18 3.2.4. The Administrator ............................................................................................................... 20 3.2.5. The Investment Manager ................................................................................................... 20 3.2.6. The Sub-Investment Managers ........................................................................................ 20 3.2.7. The Global Distributor and distributors ...........................................................................
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