80 FR 10553 - Self-Regulatory Organizations; NASDAQ OMX BX, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend the Fee Schedule Under Exchange Rule 7018(a) With Respect to Transactions in Securities Priced at $1 or More per Share
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 80, Issue 38 (February 26, 2015)
Federal Register Volume 80, Issue 38 (February 26, 2015)
| Page Range | 10553-10556 | |
| FR Document | 2015-03966 |
[Federal Register Volume 80, Number 38 (Thursday, February 26, 2015)] [Notices] [Pages 10553-10556] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2015-03966] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. 34-74343; File No. SR-BX-2015-011] Self-Regulatory Organizations; NASDAQ OMX BX, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend the Fee Schedule Under Exchange Rule 7018(a) With Respect to Transactions in Securities Priced at $1 or More per Share February 20, 2015. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that on February 9, 2015, NASDAQ OMX BX, Inc. (``BX'' or ``Exchange'') filed with the Securities and Exchange Commission (``SEC'' or ``Commission'') the proposed rule change as described in Items I, II, and III, below, which Items have been prepared by the Exchange. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. --------------------------------------------------------------------------- \1\ 15 U.S.C. 78s(b)(1). \2\ 17 CFR 240.19b-4. --------------------------------------------------------------------------- I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to amend the fee schedule under Exchange Rule 7018(a) with respect to transactions in securities priced at $1 or more per share. The text of the proposed rule change is also available on the Exchange's Web site at http://nasdaqomxbx.cchwallstreet.com, at the principal office of the Exchange, and at the Commission's Public Reference Room. II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the Exchange included statements concerning the purpose of and basis for the proposed rule change and discussed any comments it received on the proposed rule change. The text of these [[Page 10554]] statements may be examined at the places specified in Item IV below. The Exchange has prepared summaries, set forth in sections A, B, and C below, of the most significant aspects of such statements. A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose The Exchange is proposing to amend BX Rule 7018(a) to provide an additional means by which a member firm may qualify for Tier 1 of the Qualified Market Maker (``QMM'') program. The QMM program provides incentives to Exchange members to improve the market by quoting at certain levels for a minimum time. A QMM is a member firm that makes a significant contribution to market quality by providing liquidity at the national best bid and offer (``NBBO'') in a large number of stocks for a significant portion of the day. The designation reflects the QMM's commitment to provide meaningful and consistent support to market quality and price discovery by extensive quoting at the NBBO in a large number of securities. In return, qualifying members receive a reduced charge for displayed liquidity provided. There are two QMM tiers under Rule 7018(a), which provide different levels of reduced charges for providing displayed liquidity based on the contribution the QMM makes to market quality.\3\ --------------------------------------------------------------------------- \3\ Tier 1 has more stringent qualification requirements than Tier 2. Consequently, QMMs qualifying for Tier 1 are assessed a charge of $0.0014 per share executed whereas those qualifying for Tier 2 are assessed a charge of $0.0017 per share executed for providing displayed liquidity. --------------------------------------------------------------------------- Currently, to qualify for Tier 1 of the QMM program, a member firm must have (i) shares of liquidity provided and (ii) total shares of liquidity accessed and provided in all securities through one or more of its NASDAQ OMX BX Equities System MPIDs that represent more than 0.40% and 0.50%, respectively, of Consolidated Volume.\4\ For a member qualifying under this method, the member must have at least one Qualified MPID that is an MPID through which, for at least 150 securities, the QMM quotes at the NBBO an average of at least 25% of the time during regular market hours (9:30 a.m. through 4:00 p.m.) during the month. Alternatively, a member firm may qualify for Tier 1 if it has (i) shares of liquidity provided and (ii) total shares of liquidity accessed and provided in all securities through one or more of its NASDAQ OMX BX Equities System MPIDs that represent more than 0.30% and 0.45%, respectively, of Consolidated Volume during the month. For a member qualifying under this method, the member must have at least one Qualified MPID that is an MPID through which, for at least 400 securities, the Qualified Market Maker quotes at the NBBO an average of at least 25% of the time during regular market hours (9:30 a.m. through 4:00 p.m.) during the month. To qualify under Tier 2 of the QMM program, a member firm must have at least one Qualified MPID, that is, an MPID through which, for at least 300 securities, the QMM quotes at the NBBO an average of at least 75% of the time during the regular market hours (9:30 a.m. through 4:00 p.m.) during the month. BX is proposing to add a new alternative means to qualifying for Tier 1 of the QMM program. --------------------------------------------------------------------------- \4\ Consolidated Volume is defined as the total consolidated volume reported to all consolidated transaction reporting plans by all exchanges and trade reporting facilities during a month in equity securities, excluding executed orders with a size of less than one round lot. For purposes of calculating Consolidated Volume and the extent of a member's trading activity, expressed as a percentage of or ratio to Consolidated Volume, the date of the annual reconstitution of the Russell Investments Indexes shall be excluded from both total Consolidated Volume and the member's trading activity. See Rule 7018(a). --------------------------------------------------------------------------- Under the new Tier 1 qualification standard, a member firm must have (i) shares of liquidity provided and (ii) total shares of liquidity accessed and provided in all securities through one or more of its NASDAQ OMX BX Equities System MPIDs that represent more than 0.20% and 0.30%, respectively, of Consolidated Volume during the month. For a member qualifying under this method, the member must have at least one Qualified MPID, that is, an MPID through which, for at least 200 securities, the QMM quotes at the NBBO an average of at least 50% of the time during regular market hours (9:30 a.m. through 4:00 p.m.) during the month. The member must also provide an average daily volume of 1.5 million shares or more using orders with midpoint pegging during the month. The Exchange notes that the percentages of total shares of liquidity accessed and provided in all securities through its MPIDs is lower than both of the other two Tier 1 standards, and is higher than the related Tier 2 standard, which has no such requirement. In addition, the number of securities that the QMM must quote at the NBBO is lower than one of the Tier 1 standards and the Tier 2 standard, although it is higher than the other Tier 1 standard. Lastly, the amount of time that a member firm must quote at the NBBO in those securities is higher in the proposed new Tier 1 standard, but lower than Tier 2 standard. Unlike all of the current Tier 1 and Tier 2 standards, the new proposed Tier 1 standard requires a member firm to also provide an average daily volume of 1.5 million shares or more using orders with midpoint pegging during the month. The Exchange notes that although displayed orders are generally preferred to non-displayed orders because they assist in price discovery, the use of midpoint orders should also be encouraged through pricing incentives because they provide price improvement. Accordingly, adding an additional requirement that provides an incentive to provide midpoint pegging orders is consistent with the QMM program's goal of improving the market on BX.\5\ --------------------------------------------------------------------------- \5\ The Exchange notes that it provides reduced fees for providing midpoint liquidity through Midpoint Peg orders. See Rule 7018(a). --------------------------------------------------------------------------- The Exchange is implementing the proposed change on February 9, 2015. The calculations of the rule, however, are based on a full month's trading. As such, for the abbreviated first month that the new rule is effective, the Exchange is basing the calculations of the criteria of the new standard on the trading that occurs during the effective date through the end of the month. Otherwise, all member firms would be penalized by the shorter timeframe in which to meet the standard. 2. Statutory Basis BX believes that the proposed rule change is consistent with the provisions of Section 6 of the Act,\6\ in general, and with Sections 6(b)(4) and 6(b)(5) of the Act,\7\ in particular, in that it provides for the equitable allocation of reasonable dues, fees and other charges among members and issuers and other persons using any facility or system which the Exchange operates or controls, and is designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in regulating, clearing, settling, processing information with respect to, and facilitating transactions in securities, to remove impediments to and perfect the mechanism of a free and open market and a national market system, and, in general, to protect investors and the public interest; and are not designed to permit unfair discrimination between customers, issuers, brokers, or dealers. --------------------------------------------------------------------------- \6\ 15 U.S.C. 78f. \7\ 15 U.S.C. 78f(b)(4) and (5). --------------------------------------------------------------------------- [[Page 10555]] The Exchange believes that the proposed change is reasonable because it provides a further incentive to BX member firms to enhance the quality of the market by providing meaningful improvement, to the benefit of all market participants. The Exchange also believes that the proposed criteria of the new qualification standard are both reasonable and an equitable allocation because they are comparable to the other two means of qualifying for Tier 1. Although some requirements are lower than those of the current standards, the Exchange has added an additional mid-point pegging requirement, which the Exchange believes makes the new standard as stringent as the existing standards, and more so than the Tier 2 standard. As a consequence, all member firms that qualify under the new standard will receive the benefits of the Tier and those that do qualify under the new standard have provided comparable market improvement as other member firms that qualify under the other standards of Tier 1. The Exchange also believes that it is reasonable and an equitable allocation of the fee to consider only Consolidated Volume that accrued during the time that the new Tier 1 standard is effective for the month of February 2015. As noted, the Exchange is implementing the new standard on February 9, 2015. Various criteria under the new standard compare the trading that the member firm does during the month against monthly totals of Consolidated Volume for the full month. Solely for the purpose of calculating eligibility for the abbreviated month of February 2015, the Exchange is only considering the member's activity and Consolidated Volume for the time that the rule is effective on February 9th through the end of the month. The exchange believes that by doing so, all member firms will have the opportunity to qualify under the new standard without penalty for the abbreviated time to reach the levels of trading required by the rule. Lastly, the Exchange believes that the proposed change further perfects the mechanism of a free and open market by increasing the means by which a member firm may qualify for this beneficial, market improving program. The new standard is based on an alternative mix of market-improving order activity. Accordingly, to the extent that the new standard increases the number of member firms that qualify under the tier, market quality will increase. B. Self-Regulatory Organization's Statement on Burden on Competition The Exchange does not believe that the proposed rule changes will result in any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act, as amended.\8\ BX notes that it operates in a highly competitive market in which market participants can readily favor over 40 different competing exchanges and alternative trading systems if they deem fee levels at a particular venue to be excessive, or rebate opportunities available at other venues to be more favorable. In such an environment, BX must continually adjust its fees to remain competitive with other exchanges. Because competitors are free to modify their own fees in response, and because market participants may readily adjust their order routing practices, BX believes that the degree to which fee changes in this market may impose any burden on competition is extremely limited. --------------------------------------------------------------------------- \8\ 15 U.S.C. 78f(b)(8). --------------------------------------------------------------------------- In this instance, the addition of the new Tier 1 QMM standard provides an additional means for member firms to improve the market to gain the benefit of the reduced charge for adding displayed liquidity. Member firms are not compelled to participate in the program if they deem the requirements too burdensome to justify the reduced charge. Accordingly, the Exchange does not believe that the proposed changes will impair the ability of member firms or competing order execution venues to maintain their competitive standing in the financial markets. C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others No written comments were either solicited or received. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action The foregoing change has become effective pursuant to Section 19(b)(3)(A) of the Act \9\ and paragraph (f) of Rule 19b-4 \10\ thereunder. At any time within 60 days of the filing of the proposed rule change, the Commission summarily may temporarily suspend such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. --------------------------------------------------------------------------- \9\ 15 U.S.C. 78s(b)(3)(A). \10\ 17 CFR 240.19b-4(f). --------------------------------------------------------------------------- IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: Electronic CommentsUse the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or Send an email to rule-comments@sec.gov. Please include File Number SR-BX-2015-011 on the subject line. Paper Comments Send paper comments in triplicate to Brent J. Fields, Secretary, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549-1090. All submissions should refer to File Number SR-BX-2015-011. This file number should be included on the subject line if email is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for Web site viewing and printing in the Commission's Public Reference Room, 100 F Street NE., Washington, DC 20549, on official business days between the hours of 10:00 a.m. and 3:00 p.m. Copies of such filing also will be available for inspection and copying at the principal office of the Exchange. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR-BX- 2015-011, and should be submitted on or before March 19, 2015. [[Page 10556]] For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.\11\ --------------------------------------------------------------------------- \11\ 17 CFR 200.30-3(a)(12). --------------------------------------------------------------------------- Jill M. Peterson, Assistant Secretary. [FR Doc. 2015-03966 Filed 2-25-15; 8:45 am] BILLING CODE 8011-01-P
![Federal Register / Vol. 80, No. 38 / Thursday, February 26, 2015 / Notices 10553
C. Self-Regulatory Organization’s IV. Solicitation of Comments For the Commission, by the Division of
Statement on Comments on the Trading and Markets, pursuant to delegated
Proposed Rule Change Received From Interested persons are invited to authority.14
Members, Participants, or Others submit written data, views, and Jill M. Peterson,
arguments concerning the foregoing, Assistant Secretary.
No written comments were either including whether the proposed rule [FR Doc. 2015–03959 Filed 2–25–15; 8:45 am]
solicited or received. change is consistent with the Act. BILLING CODE 8011–01–P
III. Date of Effectiveness of the Comments may be submitted by any of
Proposed Rule Change and Timing for the following methods:
Commission Action SECURITIES AND EXCHANGE
Electronic Comments COMMISSION
Because the proposed rule change
does not (i) significantly affect the • Use the Commission’s Internet [Release No. 34–74343; File No. SR–BX–
protection of investors or the public comment form (http://www.sec.gov/ 2015–011]
interest; (ii) impose any significant rules/sro.shtml); or
burden on competition; and (iii) become Self-Regulatory Organizations;
• Send an email to rule-comments@ NASDAQ OMX BX, Inc.; Notice of Filing
operative for 30 days from the date on sec.gov. Please include File Number SR–
which it was filed, or such shorter time and Immediate Effectiveness of
NASDAQ–2015–016 on the subject line. Proposed Rule Change To Amend the
as the Commission may designate if
consistent with the protection of Paper Comments Fee Schedule Under Exchange Rule
investors and the public interest, the 7018(a) With Respect to Transactions
proposed rule change has become • Send paper comments in triplicate in Securities Priced at $1 or More per
effective pursuant to Section 19(b)(3)(A) to Secretary, Securities and Exchange Share
of the Act 11 and Rule 19b–4(f)(6)(iii) Commission, 100 F Street NE.,
February 20, 2015.
thereunder.12 Washington, DC 20549–1090.
Pursuant to Section 19(b)(1) of the
The Exchange has asked the All submissions should refer to File Securities Exchange Act of 1934
Commission to waive the 30-day Number SR–NASDAQ–2015–016. This (‘‘Act’’),1 and Rule 19b–4 thereunder,2
operative delay so that the proposal may file number should be included on the notice is hereby given that on February
become operative immediately upon subject line if email is used. To help the 9, 2015, NASDAQ OMX BX, Inc. (‘‘BX’’
filing. The Commission believes that Commission process and review your or ‘‘Exchange’’) filed with the Securities
waiving the 30-day operative delay is comments more efficiently, please use and Exchange Commission (‘‘SEC’’ or
consistent with the protection of ‘‘Commission’’) the proposed rule
only one method. The Commission will
investors and the public interest, as it change as described in Items I, II, and
post all comments on the Commission’s
will allow the obvious error pilot III, below, which Items have been
program to continue uninterrupted Internet Web site (http://www.sec.gov/
rules/sro.shtml). Copies of the prepared by the Exchange. The
while the industry gains further Commission is publishing this notice to
experience operating under the Plan, submission, all subsequent
amendments, all written statements solicit comments on the proposed rule
and avoid any investor confusion that change from interested persons.
could result from a temporary with respect to the proposed rule
interruption in the pilot program. For change that are filed with the I. Self-Regulatory Organization’s
this reason, the Commission designates Commission, and all written Statement of the Terms of Substance of
the proposed rule change to be operative communications relating to the the Proposed Rule Change
upon filing.13 proposed rule change between the The Exchange proposes to amend the
At any time within 60 days of the Commission and any person, other than fee schedule under Exchange Rule
filing of the proposed rule change, the those that may be withheld from the 7018(a) with respect to transactions in
Commission summarily may public in accordance with the securities priced at $1 or more per
temporarily suspend such rule change if provisions of 5 U.S.C. 552, will be share.
it appears to the Commission that such available for Web site viewing and The text of the proposed rule change
action is necessary or appropriate in the printing in the Commission’s Public is also available on the Exchange’s Web
public interest, for the protection of Reference Room, 100 F Street NE., site at http://
investors, or otherwise in furtherance of Washington, DC 20549 on official nasdaqomxbx.cchwallstreet.com, at the
the purposes of the Act. If the business days between the hours of principal office of the Exchange, and at
Commission takes such action, the 10:00 a.m. and 3:00 p.m. Copies of such the Commission’s Public Reference
Commission shall institute proceedings filing also will be available for Room.
to determine whether the proposed rule inspection and copying at the principal
should be approved or disapproved. II. Self-Regulatory Organization’s
office of the Exchange. All comments Statement of the Purpose of, and
received will be posted without change; Statutory Basis for, the Proposed Rule
11 15 U.S.C. 78s(b)(3)(A).
12 17
the Commission does not edit personal Change
CFR 240.19b–4(f)(6)(iii). As required under
Rule 19b–4(f)(6)(iii), the Exchange provided the identifying information from
In its filing with the Commission, the
Commission with written notice of its intent to file submissions. You should submit only Exchange included statements
the proposed rule change, along with a brief information that you wish to make concerning the purpose of and basis for
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description and the text of the proposed rule
change, at least five business days prior to the date
available publicly. All submissions the proposed rule change and discussed
of filing of the proposed rule change, or such should refer to File Number SR– any comments it received on the
shorter time as designated by the Commission. NASDAQ–2015–016, and should be proposed rule change. The text of these
13 For purposes only of waiving the 30-day
submitted on or before March 19, 2015.
operative delay, the Commission has also
14 17 CFR 200.30–3(a)(12).
considered the proposed rule’s impact on
1 15 U.S.C. 78s(b)(1).
efficiency, competition, and capital formation. See
15 U.S.C. 78c(f). 2 17 CFR 240.19b–4.
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![10556 Federal Register / Vol. 80, No. 38 / Thursday, February 26, 2015 / Notices
For the Commission, by the Division of Inc. will serve as the investment adviser indirectly in all of the securities and
Trading and Markets, pursuant to delegated to the Fund (‘‘Adviser’’), and assets owned by the Portfolio.8
authority.11 DoubleLine Capital L.P. will be the Under normal circumstances, the
Jill M. Peterson, Fund’s sub-adviser (‘‘Sub-Adviser’’).5 Portfolio will invest at least 80% of its
Assistant Secretary. State Street Global Markets, LLC will net assets in a diversified portfolio of
[FR Doc. 2015–03966 Filed 2–25–15; 8:45 am] serve as the principal underwriter and fixed income securities of any credit
BILLING CODE 8011–01–P distributor of the Fund’s Shares. State quality. Fixed income securities in
Street Bank and Trust Company will which the Portfolio principally will
serve as the administrator, custodian, invest include the following: Securities
SECURITIES AND EXCHANGE and transfer agent for the Fund. issued or guaranteed by the U.S.
COMMISSION government or its agencies,
B. The Exchange’s Description of the
Fund instrumentalities or sponsored
[Release No. 34–74338; File No. SR–
NYSEArca–2014–143]
corporations; inflation protected public
The Exchange has made the following obligations of the U.S. Treasury
representations and statements in (commonly known as ‘‘TIPS’’); agency
Self-Regulatory Organizations; NYSE
describing the Fund and its investment and non-agency residential mortgage-
Arca, Inc.; Order Granting Approval of
strategy, including the Fund’s portfolio backed securities (‘‘RMBS’’); agency and
Proposed Rule Change Relating to the
holdings and investment restrictions.6 non-agency commercial mortgage-
Listing and Trading of Shares of the
SPDR® DoubleLine Total Return 1. Principal Investments of the Fund backed securities (‘‘CMBS’’); agency and
Tactical ETF Under NYSE Arca non-agency asset-backed securities
The investment objective of the Fund
Equities Rule 8.600 (‘‘ABS’’); 9 domestic corporate bonds;
will be to maximize total return. Under
normal circumstances,7 the Fund will fixed income securities issued by
February 20, 2015. foreign corporations and foreign
invest all of its assets in the SSgA
I. Introduction DoubleLine Total Return Tactical governments including emerging
Portfolio (‘‘Portfolio’’), a separate series markets; bank loans (primarily senior
On December 30, 2014, NYSE Arca, loans, including loan participations or
Inc. (‘‘Exchange’’ or ‘‘NYSE Arca’’) filed of the SSgA Master Trust with an
identical investment objective as the assignments whose loan syndication
with the Securities and Exchange exceeds $300 million); municipal
Commission (‘‘Commission’’), pursuant Fund. As a result, the Fund will invest
bonds; and other securities (such as
to Section 19(b)(1) of the Securities perpetual bonds) bearing fixed interest
(‘‘Registration Statement’’). In addition, the
Exchange Act of 1934 (‘‘Act’’ or Exchange represents that the Trust has obtained rates of any maturity.
‘‘Exchange Act’’) 1 and Rule 19b–4 from the Commission certain exemptive relief
thereunder,2 a proposed rule change to under the 1940 Act. See Investment Company Act 8 According to the Exchange, the Fund is
list and trade shares (‘‘Shares’’) of the Release No. 29524 (Dec. 13, 2010) (File No. 812– intended to be managed in a ‘‘master-feeder’’
13487).
SPDR® DoubleLine Total Return 5 The Exchange represents that the Adviser and
structure, under which the Fund invests
substantially all of its assets in a corresponding
Tactical ETF (‘‘Fund’’) under NYSE Sub-Adviser are not registered as broker-dealers. Portfolio (i.e., a ‘‘master fund’’), which is a separate
Arca Equities Rule 8.600. The proposed The Exchange further represents that, while the mutual fund registered under the 1940 Act that has
rule change was published for comment Sub-Adviser is not affiliated with a broker-dealer, an identical investment objective. As a result, the
in the Federal Register on January 6, the Adviser is affiliated with a broker-dealer and Fund (i.e., a ‘‘feeder fund’’) has an indirect interest
that the Adviser has implemented a ‘‘fire wall’’ with in all of the securities and assets owned by the
2015.3 The Commission received no respect to its broker-dealer affiliate regarding access Portfolio. Because of this indirect interest, the
comments on the proposal. This order to information concerning the composition of or Fund’s investment returns should be the same as
grants approval of the proposed rule changes to the Fund’s portfolio. In addition, in the those of the Portfolio, adjusted for the expenses of
change. event (a) the Adviser or Sub-Adviser becomes the Fund. In extraordinary instances, the Fund
registered as a broker-dealer or newly affiliated with reserves the right to make direct investments in
II. Description of the Proposal a broker-dealer, or (b) any new adviser or sub- securities and other assets. The Adviser and Sub-
adviser is a registered broker-dealer or becomes Adviser will manage the investments of the
A. In General affiliated with a broker-dealer, the Adviser or Sub- Portfolio. Under the master-feeder arrangement, and
Adviser or any new adviser or sub-adviser, as the pursuant to the Investment Advisory Agreement
NYSE Arca proposes to list and trade case may be, will implement a fire wall with respect between the Adviser and the Trust, investment
Shares of the Fund under NYSE Arca to its relevant personnel or broker-dealer affiliate, advisory fees charged at the Portfolio level are
Equities Rule 8.600, which governs the as applicable, regarding access to information deducted from the advisory fees charged at the
concerning the composition of or changes to the Fund level. This arrangement avoids a ‘‘layering’’
listing and trading of Managed Fund portfolio and will be subject to procedures designed of fees, i.e., the Fund’s total annual operating
Shares on the Exchange. The Shares will to prevent the use and dissemination of material expenses would be no higher as a result of investing
be offered by SSgA Active ETF Trust non-public information regarding the portfolio. in a master-feeder arrangement than they would be
6 The Commission notes that additional if the Fund pursued its investment objective
(‘‘Trust’’), which is organized as a
information regarding the Fund, the Trust, and the directly. In addition, the Fund may discontinue
Massachusetts business trust and is Shares, including investment strategies, risks, investing through the master-feeder arrangement
registered with the Commission as an creation and redemption procedures, fees, portfolio and pursue its investment objective directly if the
open-end management investment holdings disclosure policies, calculation of net asset Fund’s Board of Trustees (‘‘Board’’) determines that
company.4 SSgA Funds Management, value (‘‘NAV’’), distributions, and taxes, among doing so would be in the best interests of
other things, can be found in the Notice and the shareholders.
11 17
Registration Statement, as applicable. See Notice 9 According to the Exchange, the term asset-
CFR 200.30–3(a)(12). and Registration Statement, supra notes 3 and 4,
1 15
backed securities is used by the Fund to describe
U.S.C. 78s(b)(1). respectively. securities backed by installment contracts, credit-
2 17 CFR 240.19b–4. 7 With respect to the Fund, the term ‘‘under card receivables, or other assets, but does not
rmajette on DSK2VPTVN1PROD with NOTICES
3 See Securities Exchange Act Release No. 73958
normal circumstances’’ includes, but is not limited include either residential or commercial mortgage-
(Dec. 30, 2014), 80 FR 572 (‘‘Notice’’). to, the absence of extreme volatility or trading halts backed securities. Both asset-backed and
4 The Trust is registered under the Investment in the fixed income markets or the financial markets commercial mortgage-backed securities represent
Company Act of 1940 (‘‘1940 Act’’). The Exchange generally; operational issues causing dissemination interests in ‘‘pools’’ of assets in which payments of
represents that, on May 30, 2014, the Trust filed an of inaccurate market information; or force majeure both interest and principal on the securities are
amendment to its registration statement on Form type events such as systems failure, natural or man- made on a regular basis. Asset-backed securities
N–1A under the Securities Act of 1933 (‘‘Securities made disaster, act of God, armed conflict, act of also include institutionally traded senior floating
Act’’) and under the 1940 Act relating to the Fund terrorism, riot or labor disruption, or any similar rate debt obligations issued by asset-backed pools
(File Nos. 333–173276 and 811–22542) intervening circumstance. and other issues, and interests therein.
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Document Created: 2015-12-18 13:04:57
Document Modified: 2015-12-18 13:04:57
| Category | Regulatory Information | |
| Collection | Federal Register | |
| sudoc Class | AE 2.7: GS 4.107: AE 2.106: | |
| Publisher | Office of the Federal Register, National Archives and Records Administration | |
| Section | Notices | |
| FR Citation | 80 FR 10553 |
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