80 FR 43137 - Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing of Amendment Nos. 1, 2, and 3 and Order Approving on an Accelerated Basis a Proposed Rule Change, as Modified by Amendment Nos. 1, 2, and 3, To List and Trade Shares of the SPDR® SSgA Flexible Allocation ETF Under NYSE Arca Equities Rule 8.600

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 80, Issue 139 (July 21, 2015)

Page Range		43137-43140
FR Document		2015-17780
Federal Register, Volume 80 Issue 139 (Tuesday, July 21, 2015)
[Federal Register Volume 80, Number 139 (Tuesday, July 21, 2015)]
[Notices]
[Pages 43137-43140]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2015-17780]



[[Page 43137]]

=======================================================================
-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-75461; File No. SR-NYSEArca-2015-44]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
of Amendment Nos. 1, 2, and 3 and Order Approving on an Accelerated 
Basis a Proposed Rule Change, as Modified by Amendment Nos. 1, 2, and 
3, To List and Trade Shares of the SPDR[supreg] SSgA Flexible 
Allocation ETF Under NYSE Arca Equities Rule 8.600

July 15, 2015.

I. Introduction

    On May 15, 2015, NYSE Arca, Inc. (the ``Exchange'' or ``NYSE 
Arca'') filed with the Securities and Exchange Commission (the 
``Commission''), pursuant to section 19(b)(1) of the Securities 
Exchange Act of 1934 (the ``Act'' or ``Exchange Act'') \1\ and Rule 
19b-4 thereunder,\2\ a proposed rule change to list and trade shares 
(``Shares'') of the SPDR[supreg] SSgA Flexible Allocation ETF 
(``Fund'') under NYSE Arca Equities Rule 8.600. The proposed rule 
change was published for comment in the Federal Register on June 4, 
2015.\3\ On June 30, 2015, the Exchange filed Amendment No. 1 to the 
proposal.\4\ On July 10, 2015, the Exchange filed Amendment No. 2 to 
the proposal.\5\ The Exchange also filed Amendment No. 3 to the 
proposal on July 13, 2015.\6\ The Commission received no comments on 
the proposal. The Commission is publishing this notice to solicit 
comments on Amendment Nos. 1, 2, and 3 from interested persons, and is 
approving the proposed rule change, as modified by Amendment Nos. 1, 2, 
and 3, on an accelerated basis.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 75071 (May 29, 
2015), 80 FR 31934.
    \4\ Amendment No. 1 replaces SR-NYSEArca-2015-44 as originally 
filed and supersedes such filing in its entirety. In Amendment No. 
1, the Exchange clarifies that: (1) under normal circumstances, the 
SSgA Flexible Allocation Portfolio (``Portfolio'') will invest at 
least 80% of its net assets in exchange-traded products (``ETPs''), 
futures contracts based on the Chicago Board Options Exchange 
Volatility Index (``VIX Futures''), and equity options; (2) up to 
20% of the Portfolio's net assets may be invested in the various 
investments described as ``Non-Principal Investments;'' (3) the 
Portfolio may invest in equities, including exchange-listed or over-
the-counter common stock and preferred securities of domestic and 
foreign corporations, as Non-Principal Investments; (4) the 
restricted securities that may be held as Non-Principal Investments 
may be either fixed income or equity securities; (5) the derivatives 
that the Portfolio invests in may be based on equity or fixed income 
securities and/or equity or fixed income indices, currencies, and 
interest rates; (6) not more than 10% of the options that the 
Portfolio invests in will trade in markets that are not members of 
the Intermarket Surveillance Group (``ISG'') or are not parties to a 
comprehensive surveillance sharing agreement (``CSSA'') with the 
Exchange; and (7) to the extent the SSgA Active ETF Trust effects 
the creation or redemption of Shares in cash, such transactions will 
be effected in materially the same manner for all authorized 
participants. Amendment No. 1 also removes from the proposal a 
description of the circumstances in which the SSgA Active ETF Trust 
reserves the right to permit or require the substitution of the cash 
to replace any of the components of the portfolio of securities 
designated as consideration for the purchase of a ``Creation Unit.'' 
The Fund will offer and issue Shares only in ``Creation Units,'' 
aggregations of 50,000 Shares. See Amendment No. 1, at 17. All the 
amendments to the proposed rule change are available at: http://www.sec.gov/comments/sr-nysearca-2015-44/nysearca201544.shtml.
    \5\ In Amendment No. 2, the Exchange clarifies that: (1) not 
more than 10% of the net assets of the Fund will consist of equity 
securities that trade in markets that are not members of the ISG or 
are not parties to a CSSA with the Exchange; (2) the Fund will not 
invest in leveraged or inverse leveraged exchange-traded funds 
(``ETFs'') or leveraged or inverse leveraged exchange-traded notes 
(``ETNs''); and (3) over-the-counter-traded derivative assets, 
excluding forward foreign currency contracts, normally will be 
valued on the basis of quotes obtained from a third-party broker-
dealer who makes markets in such securities or on the basis of 
quotes obtained from a third-party pricing service.
    \6\ Amendment No. 3 clarifies that equity securities held as 
``Non-Principal Investments'' are separate from the ETPs categorized 
as ``Principal Investments.''
---------------------------------------------------------------------------

II. The Exchange's Description of the Proposal \7\
---------------------------------------------------------------------------

    \7\ Additional information regarding, among other things, the 
Shares, the Fund, its investment objective, its investments, its 
investment strategies, its investment methodology, its investment 
restrictions, its fees, its creation and redemption procedures, 
availability of information, trading rules and halts, and 
surveillance procedures can be found in Amendment No. 1 and in the 
Registration Statement. See Amendment No. 1, supra note 4, and 
Registration Statement, infra note 9, respectively.
---------------------------------------------------------------------------

    NYSE Arca proposes to list and trade shares of the Fund under NYSE 
Arca Equities Rule 8.600, which governs the listing and trading of 
Managed Fund Shares.\8\ The Shares will be offered by SSgA Active ETF 
Trust (``Trust''), which is organized as a Massachusetts business trust 
and is registered with the Commission as an open-end management 
investment company.\9\ SSgA Funds Management, Inc. will serve as the 
investment adviser to the Fund (``Adviser'').\10\ State Street Global 
Markets, LLC will be the principal underwriter and distributor of the 
Fund's Shares. State Street Bank and Trust Company will serve as 
administrator, custodian and transfer agent for the Fund 
(``Custodian'').
---------------------------------------------------------------------------

    \8\ A Managed Fund Share is a security that represents an 
interest in an investment company registered under the Investment 
Company Act of 1940 (15 U.S.C. 80a-1) (``1940 Act'') organized as an 
open-end investment company or similar entity that invests in a 
portfolio of securities selected by its investment adviser 
consistent with its investment objectives and policies.
    \9\ The Trust is registered under the 1940 Act. On December 18, 
2013, the Trust filed with the Commission an amendment to its 
registration statement on Form N-1A under the Securities Act of 1933 
(15 U.S.C. 77a) (``Securities Act''), and under the 1940 Act 
relating to the Fund (File Nos. 333-173276 and 811-22542) 
(``Registration Statement''). In addition, the Commission has issued 
an order granting certain exemptive relief to the Trust under the 
1940 Act. See Investment Company Act Release No. 29524 (December 13, 
2010) (File No. 812-13487).
    \10\ An investment adviser to an open-end fund is required to be 
registered under the Investment Advisers Act of 1940 (the ``Advisers 
Act''). As a result, the Adviser and its related personnel are 
subject to the provisions of Rule 204A-1 under the Advisers Act 
relating to codes of ethics. This Rule requires investment advisers 
to adopt a code of ethics that reflects the fiduciary nature of the 
relationship to clients as well as compliance with other applicable 
securities laws. Accordingly, procedures designed to prevent the 
communication and misuse of non-public information by an investment 
adviser must be consistent with Rule 204A-1 under the Advisers Act. 
In addition, Rule 206(4)-7 under the Advisers Act makes it unlawful 
for an investment adviser to provide investment advice to clients 
unless such investment adviser has (i) adopted and implemented 
written policies and procedures reasonably designed to prevent 
violation, by the investment adviser and its supervised persons, of 
the Advisers Act and the Commission rules adopted thereunder; (ii) 
implemented, at a minimum, an annual review regarding the adequacy 
of the policies and procedures established pursuant to subparagraph 
(i) above and the effectiveness of their implementation; and (iii) 
designated an individual (who is a supervised person) responsible 
for administering the policies and procedures adopted under 
subparagraph (i) above.
---------------------------------------------------------------------------

    The Adviser is not a registered broker-dealer but is affiliated 
with a broker-dealer and has implemented a ``fire wall'' with respect 
to such broker-dealer regarding access to information concerning the 
composition and/or changes to the Fund's portfolio.\11\
---------------------------------------------------------------------------

    \11\ See Amendment No. 1, supra note 4, at 5. In the event (a) 
the Adviser or any sub-adviser becomes registered as a broker-dealer 
or becomes newly affiliated with a broker-dealer, or (b) any new 
adviser or sub-adviser is a registered broker-dealer or becomes 
affiliated with a broker-dealer, it will implement a fire wall with 
respect to its relevant personnel or broker-dealer affiliate 
regarding access to information concerning the composition and/or 
changes to the portfolio, and will be subject to procedures designed 
to prevent the use and dissemination of material non-public 
information regarding such portfolio. See id. at 5-6.
---------------------------------------------------------------------------

A. Principal Investments of the Fund

    The Fund will seek to provide long-term total return. In seeking 
long-term total return, the Adviser will target a return that exceeds 
one-month London Interbank Offered Rate (``LIBOR'') by at least 4% 
every year over a five-year investment timeframe. According to the 
Exchange, the Fund will be actively managed and will not seek to 
replicate the performance of a specified index.

[[Page 43138]]

    Under normal circumstances,\12\ the Fund will invest substantially 
all of its assets in the Portfolio, a separate series of the SSgA 
Master Trust with an identical investment objective as the Fund. As a 
result, the Fund will invest indirectly in all of the securities and 
assets owned by the Portfolio.\13\ The investment practices of the 
Portfolio are the same in all material respects to those of the Fund.
---------------------------------------------------------------------------

    \12\ The term ``under normal circumstances'' includes, but is 
not limited to, the absence of extreme volatility or trading halts 
in the equity markets or the financial markets generally; 
operational issues causing dissemination of inaccurate market 
information; or force majeure type events such as systems failure, 
natural or man-made disaster, act of God, armed conflict, act of 
terrorism, riot or labor disruption or any similar intervening 
circumstance. See id. at 6, n.8.
    \13\ According to the Exchange, the Fund is intended to be 
managed in a ``master-feeder'' structure, under which the Fund will 
invest substantially all of its assets in a corresponding Portfolio 
(i.e. a ``master fund''), which is a separate 1940 Act-registered 
mutual fund that has an identical investment objective. As a result, 
the Fund (i.e., the ``feeder fund'') will have an indirect interest 
in all of the securities and other assets owned by the Portfolio. 
Because of this indirect interest, the Fund's investment returns 
should be the same as those of the Portfolio, adjusted for the 
expenses of the Fund. In extraordinary instances, the Fund reserves 
the right to make direct investments in securities. The Adviser will 
manage the investments of the Portfolio. Under the master-feeder 
arrangement, and pursuant to the investment advisory agreement 
between the Adviser and the Trust, investment advisory fees charged 
at the Portfolio level will be deducted from the advisory fees 
charged at the Fund level. In extraordinary instances, the Fund 
reserves the right to make direct investments in securities to meet 
its investment objectives directly. See id. at 6, n.9.
---------------------------------------------------------------------------

    The Adviser will seek to gain exposure to a wide range of asset 
classes, including real estate; equity and fixed income securities, 
including high yield debt securities; commodities; instruments that 
seek to track movements in volatility indices; and cash and cash 
equivalents or money market instruments. Under normal circumstances, 
the Portfolio will invest at least 80% of its net assets in ETPs,\14\ 
VIX Futures, and equity options (including options on ETPs).
---------------------------------------------------------------------------

    \14\ ETPs include ETFs registered under the 1940 Act, exchange-
traded commodity trusts and exchange-traded notes. The Portfolio may 
also invest in ETPs that are qualified publicly traded partnerships 
(``QPTPs'').
---------------------------------------------------------------------------

B. Non-Principal Investments

    While under normal circumstances, the Adviser will invest at least 
80% of the Portfolio's net assets as described in the Principal 
Investments section, above, the Adviser may invest up to 20% of the 
Portfolio's net assets in other securities and financial instruments, 
as described below.
    The Portfolio may hold in the following types of assets:
     Equities securities other than ETPs mentioned above,\15\ 
including exchange-listed or over-the-counter (``OTC'') common stock 
and preferred securities of domestic and foreign corporations; real 
estate investment trusts; and the securities of other investment 
companies.
---------------------------------------------------------------------------

    \15\ See Amendment No. 3, supra note 6.
---------------------------------------------------------------------------

     Fixed income securities, including U.S. government and 
U.S. government agency securities; repurchase agreements and reverse 
repurchase agreements; bonds, including sovereign debt and U.S. 
registered, dollar-denominated bonds of foreign corporations, 
governments, agencies and supra-national entities; convertible 
securities; short term instruments, including money market instruments; 
inflation-protected public obligations, commonly known as ``TIPS,'' of 
the U.S. Treasury, as well as TIPS of major governments and emerging 
market countries; and variable and floating rate securities, including 
variable rate demand notes and variable rate demand obligations.
     Cash and cash equivalents.
     Restricted securities, including equity and fixed income 
restricted securities.
     The following types of derivatives: exchange-listed and 
non-exchange listed options (other than the equity options mentioned 
above), swaps, forward contracts, and futures contracts (other than the 
VIX Futures mentioned above). The derivatives that the Portfolio 
invests in may be based on equity or fixed income securities and/or 
equity or fixed income indices, currencies, and interest rates.
    The Portfolio also may conduct foreign currency transactions on a 
spot (i.e., cash) basis and engage in short sales ``against the box.'' 
\16\
---------------------------------------------------------------------------

    \16\ In a short sale against the box, the Fund agrees to sell at 
a future date a security that it either contemporaneously owns or 
has the right to acquire at no extra cost.
---------------------------------------------------------------------------

III. Discussion and Commission Findings

    After careful review, the Commission finds that the Exchange's 
proposal to list and trade the Shares is consistent with the Exchange 
Act and the rules and regulations thereunder applicable to a national 
securities exchange.\17\ In particular, the Commission finds that the 
proposed rule change is consistent with section 6(b)(5) of the Exchange 
Act,\18\ which requires, among other things, that the Exchange's rules 
be designed to promote just and equitable principles of trade, 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.
---------------------------------------------------------------------------

    \17\ In approving this proposed rule change, the Commission has 
considered the proposed rule's impact on efficiency, competition and 
capital formation. See 15 U.S.C. 78c(f).
    \18\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Commission finds that the proposal to list and trade the Shares 
on the Exchange is consistent with section 11A(a)(1)(C)(iii) of the 
Exchange Act,\19\ which sets forth Congress' finding that it is in the 
public interest and appropriate for the protection of investors and the 
maintenance of fair and orderly markets to assure the availability to 
brokers, dealers, and investors of information with respect to 
quotations for and transactions in securities. Quotation and last-sale 
information for the Shares and underlying equity securities traded on a 
national securities exchange will be available via the Consolidated 
Tape Association high speed line. The Exchange represents that the 
intra-day, closing and settlement prices of underlying equity 
securities traded on a national securities exchange, as well as 
exchange-traded futures and foreign exchange-traded common stocks and 
preferred securities, will be readily available from the exchanges 
trading such assets as well as automated quotation systems, published 
or other public sources, or on-line information services. Intra-day and 
closing price information for exchange-listed options and futures will 
be available from the applicable exchange and from major market data 
vendors. In addition, price information for U.S. exchange-listed 
options is available from the Options Price Reporting Authority. 
Quotation information from brokers and dealers or pricing services will 
be available for fixed income securities, spot, and forward currency 
transactions; and equity securities traded in the OTC market (e.g., 
restricted securities and non-exchange listed securities of investment 
companies). Price information regarding OTC-traded derivative 
instruments, as well as equity securities traded in the OTC market, is 
available from major market data vendors. Pricing information regarding 
each asset class in which the Fund or Portfolio will invest will 
generally be available through nationally recognized data service 
providers through subscription arrangements.
---------------------------------------------------------------------------

    \19\ 15 U.S.C. 78k-1(a)(1)(C)(iii).
---------------------------------------------------------------------------

    The Commission also believes that the proposal to list and trade 
the Shares is reasonably designed to promote fair disclosure of 
information that may be

[[Page 43139]]

necessary to price the Shares appropriately and to prevent trading when 
a reasonable degree of transparency cannot be assured. On each business 
day, before commencement of trading in Shares in the Core Trading 
Session on the Exchange, the Fund will disclose on its Web site the 
Disclosed Portfolio as defined in NYSE Arca Equities Rule 8.600(c)(2) 
that will form the basis for the Fund's calculation of NAV at the end 
of the business day.\20\
---------------------------------------------------------------------------

    \20\ Under accounting procedures followed by the Fund, trades 
made on the prior business day (``T'') will be booked and reflected 
in NAV on the current business day (``T+1''). Accordingly, the Fund 
will be able to disclose at the beginning of the business day the 
portfolio that will form the basis for the NAV calculation at the 
end of the business day.
---------------------------------------------------------------------------

    The Exchange will obtain a representation from the issuer of the 
Shares that the NAV per Share will be calculated daily and that the NAV 
and the Disclosed Portfolio will be made available to all market 
participants at the same time. In addition, the Indicative Optimized 
Portfolio Value (``IOPV'') of the Fund, which is the Portfolio 
Indicative Value as defined in NYSE Arca Equities Rule 8.600 (c)(3), 
will be widely disseminated at least every 15 seconds during the 
Exchange's Core Trading Session by one or more major market data 
vendors. The Custodian, through the National Securities Clearing 
Corporation, will make available on each Business Day, immediately 
prior to the opening of business on the Exchange (currently 9:30 a.m., 
Eastern Time (``E.T.'')), the list of the names and the required number 
of shares of each Deposit Security or the required amount of Deposit 
Cash, as applicable, to be included in the current Fund Deposit (based 
on information at the end of the previous Business Day) for the Fund. 
The NAV of the Portfolio will be calculated by the Custodian and 
determined at the close of the regular trading session on the New York 
Stock Exchange (ordinarily 4:00 p.m. E.T.) on each day that such 
exchange is open. The Fund's Web site will include a form of the 
prospectus for the Fund that may be downloaded and additional 
information relating to NAV and other applicable information.
    The Exchange represents that trading in the Shares will be halted 
if the circuit breaker parameters in NYSE Arca Equities Rule 7.12 have 
been reached or because of market conditions or for reasons that, in 
the view of the Exchange, make trading in the Shares inadvisable.\21\ 
Trading in the Shares will be subject to NYSE Arca Equities Rule 
8.600(d)(2)(D), which sets forth circumstances under which Shares may 
be halted.
---------------------------------------------------------------------------

    \21\ These may include: (1) The extent to which trading is not 
occurring in the securities and/or the financial instruments 
comprising the Disclosed Portfolio of the Fund; or (2) whether other 
unusual conditions or circumstances detrimental to the maintenance 
of a fair and orderly market are present. See Amendment No. 1, supra 
note 4, at 22.
---------------------------------------------------------------------------

    The Exchange states that it has a general policy prohibiting the 
distribution of material, non-public information by its employees.\22\ 
The Exchange represents that the Adviser is not registered as a broker-
dealer but is affiliated with a broker-dealer and has implemented a 
``fire wall'' with respect to such broker-dealer regarding access to 
information concerning the composition and/or changes to the Fund's 
portfolio.\23\
---------------------------------------------------------------------------

    \22\ See id. at 24.
    \23\ See note 11, supra, and accompanying text.
---------------------------------------------------------------------------

    Prior to the commencement of trading, the Exchange will inform its 
Equity Trading Permit Holders in an Information Bulletin (``Bulletin'') 
of the special characteristics and risks associated with trading the 
Shares. The Exchange states that trading in the Shares will be subject 
to the existing trading surveillances, administered by the Financial 
Industry Regulatory Authority (``FINRA'') on behalf of the Exchange, 
which are designed to detect violations of Exchange rules and 
applicable federal securities laws.\24\ On behalf of the Exchange, 
FINRA will communicate as needed regarding trading in the Shares, 
underlying U.S. exchange-traded equity securities, exchange-traded 
options, futures, and foreign exchange-traded common stocks and 
preferred securities with other markets and other entities that are 
members of ISG, and FINRA, on behalf of the Exchange, may obtain 
trading information regarding trading in the Shares and underlying U.S. 
exchange-traded equity securities, exchange-traded options, futures, 
and common stocks and preferred securities of foreign corporations from 
such markets and other entities. In addition, the Exchange may obtain 
information regarding trading in the Shares and U.S. exchange-traded 
equity securities, exchange-traded options, futures, and common stocks 
and preferred securities of foreign corporations from markets and other 
entities that are members of ISG or with which the Exchange has in 
place a CSSA.\25\ FINRA, on behalf of the Exchange, is able to access, 
as needed, trade information for certain fixed income securities held 
by the Fund reported to FINRA's Trade Reporting and Compliance Engine.
---------------------------------------------------------------------------

    \24\ See Amendment No. 1, supra note 4, at 23. FINRA surveils 
trading on the Exchange pursuant to a regulatory services agreement. 
The Exchange is responsible for FINRA's performance under this 
regulatory services agreement.
    \25\ For a list of the current members of ISG, see 
www.isgportal.org.
---------------------------------------------------------------------------

    The Exchange represents that it deems the Shares to be equity 
securities, thus rendering trading in the Shares subject to the 
Exchange's existing rules governing the trading of equity 
securities.\26\ In support of this proposal, the Exchange has also made 
the following representations:
---------------------------------------------------------------------------

    \26\ See Amendment No. 1, supra note 4, at 22-23.
---------------------------------------------------------------------------

    (1) The Shares of the Fund will conform to the initial and 
continued listing criteria under NYSE Arca Equities Rule 8.600.
    (2) The Exchange has appropriate rules to facilitate transactions 
in the Shares during all trading sessions.
    (3) Trading in the Shares will be subject to the existing trading 
surveillances, administered by FINRA on behalf of the Exchange, which 
are designed to detect violations of Exchange rules and applicable 
federal securities laws, and these procedures are adequate to properly 
monitor Exchange trading of the Shares in all trading sessions and to 
deter and detect violations of Exchange rules and federal securities 
laws applicable to trading on the Exchange.
    (4) Prior to the commencement of trading, the Exchange will inform 
its Equity Trading Permit Holders in a Bulletin of the special 
characteristics and risks associated with trading the Shares. 
Specifically, the Bulletin will discuss the following: (a) the 
procedures for purchases and redemptions of Shares in Creation Unit 
aggregations (and that Shares are not individually redeemable); (b) 
NYSE Arca Equities Rule 9.2(a), which imposes a duty of due diligence 
on its ETP Holders to learn the essential facts relating to every 
customer prior to trading the Shares; (c) the risks involved in trading 
the Shares during the Opening and Late Trading Sessions when an updated 
IOPV will not be calculated or publicly disseminated; (d) how 
information regarding the IOPV and the Disclosed Portfolio is 
disseminated; (e) the requirement that Equity Trading Permit Holders 
deliver a prospectus to investors purchasing newly issued Shares prior 
to or concurrently with the confirmation of a transaction; and (f) 
trading information.
    (5) For initial and/or continued listing, the Fund will be in 
compliance with Rule 10A-3 \27\ under the Act, as

[[Page 43140]]

provided by NYSE Arca Equities Rule 5.3.
---------------------------------------------------------------------------

    \27\ 17 CFR 240 10A-3.
---------------------------------------------------------------------------

    (6) While the Fund may invest in inverse ETFs, the Fund will not 
invest in leveraged or inverse leveraged ETFs or ETNs (e.g., 2X or 
3X).\28\
---------------------------------------------------------------------------

    \28\ See Amendment No. 2, supra note 5.
---------------------------------------------------------------------------

    (7) The Portfolio may invest up to 20% of its assets in 
derivatives.\29\
---------------------------------------------------------------------------

    \29\ See Amendment No. 1, supra note 4, at 12, n.24.
---------------------------------------------------------------------------

    (8) The Portfolio may invest up to 25% of its total assets in one 
or more ETPs that are QPTPs and whose principal activities are the 
buying and selling of commodities or options, futures, or forwards with 
respect to commodities.\30\
---------------------------------------------------------------------------

    \30\ See id. at 9.
---------------------------------------------------------------------------

    (9) The Portfolio may invest up to 10% of its net assets in high 
yield debt securities.\31\
---------------------------------------------------------------------------

    \31\ See id. at 11.
---------------------------------------------------------------------------

    (10) Not more than 10% of the net assets of the Fund will consist 
of equity securities that trade in markets that are not members of the 
ISG or are not parties to CSSA with the Exchange.\32\
---------------------------------------------------------------------------

    \32\ See id. at 10.
---------------------------------------------------------------------------

    (11) The Fund may hold up to an aggregate amount of 15% of its net 
assets in illiquid assets (calculated at the time of investment), 
including Rule 144A securities deemed illiquid by the Adviser, 
consistent with Commission guidance. The Fund will monitor its 
portfolio liquidity on an ongoing basis to determine whether, in light 
of current circumstances, an adequate level of liquidity is being 
maintained, and will consider taking appropriate steps in order to 
maintain adequate liquidity if, through a change in values, net assets, 
or other circumstances, more than 15% of the Fund's net assets are held 
in illiquid assets.\33\
---------------------------------------------------------------------------

    \33\ See id. at 14.
---------------------------------------------------------------------------

    (12) A minimum of 100,000 Shares will be outstanding at the 
commencement of trading on the Exchange.\34\
---------------------------------------------------------------------------

    \34\ See id. at 23.
---------------------------------------------------------------------------

    This approval order is based on all of the Exchange's 
representations, including those set forth above and in the Notice.
    For the foregoing reasons, the Commission finds that the proposed 
rule change, as modified by Amendment Nos. 1, 2, and 3, is consistent 
with section 6(b)(5) of the Act \35\ and the rules and regulations 
thereunder applicable to a national securities exchange.
---------------------------------------------------------------------------

    \35\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

IV. Solicitation of Comments on Amendment Nos. 1, 2 and 3

    Interested persons are invited to submit written data, views, and 
arguments concerning whether Amendment Nos. 1, 2, and 3 is consistent 
with the Act. Comments may be submitted by any of the following 
methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-NYSEArca-2015-44 on the subject line.

Paper Comments

     Send paper comments in triplicate to Secretary, Securities 
and Exchange Commission, 100 F Street NE., Washington, DC 20549-1090.

All submissions should refer to File Number SR-NYSEArca-2015-44. 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 will also 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-NYSEArca-2015-44 and should 
be submitted on or before August 11, 2015.

V. Accelerated Approval of Proposed Rule Change as Modified by 
Amendment Nos. 1, 2, and 3

    The Commission finds good cause to approve the proposed rule 
change, as modified by Amendment Nos. 1, 2, and 3, prior to the 30th 
day after the date of publication of notice of the amendment in the 
Federal Register. The Exchange submitted Amendment Nos. 1, 2, and 3 to, 
among other things, provide clarifying details about the investments 
the Portfolio would be permitted to hold and the valuation of OTC-
traded derivative assets, and to limit the percentage of the Portfolio 
that may be comprised of options that are listed on markets that are 
not members of the ISG or with which the Exchange does not have a 
CSSA.\36\
---------------------------------------------------------------------------

    \36\ See Amendment No. 1, supra note 4.
---------------------------------------------------------------------------

    This information is useful for evaluating the likelihood of market 
participants engaging in effective arbitrage and the Exchange's ability 
to detect improper trading activity that impacts the price of the 
Shares. Accordingly, the Commission believes that Amendment Nos. 1, 2, 
and 3 are consistent with the provisions of section 6(b)(5) of the 
Act,\37\ and therefore finds good cause, pursuant to section 19(b)(2) 
of the Act,\38\ for approving the proposed rule change, as modified by 
Amendment Nos. 1, 2, and 3, on an accelerated basis.
---------------------------------------------------------------------------

    \37\ 15 U.S.C. 78f(b)(5).
    \38\ 15 U.S.C. 78s(b)(2).
---------------------------------------------------------------------------

VI. Conclusion

    It is therefore ordered, pursuant to section 19(b)(2) of the 
Exchange Act, that the proposed rule change (SR-NYSEArca-2015-44), as 
modified by Amendment Nos. 1, 2, and 3, is hereby approved on an 
accelerated basis.

For the Commission, by the Division of Trading and Markets, pursuant 
to delegated authority.\39\
---------------------------------------------------------------------------

    \39\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015-17780 Filed 7-20-15; 8:45 am]
 BILLING CODE 8011-01-P
43138 Federal Register / Vol. 80, No. 139 / Tuesday, July 21, 2015 / Notices

Under normal circumstances,12 the • Equities securities other than ETPs things, that the Exchange’s rules be
Fund will invest substantially all of its mentioned above,15 including exchange- designed to promote just and equitable
assets in the Portfolio, a separate series listed or over-the-counter (‘‘OTC’’) principles of trade, to remove
of the SSgA Master Trust with an common stock and preferred securities impediments to and perfect the
identical investment objective as the of domestic and foreign corporations; mechanism of a free and open market
Fund. As a result, the Fund will invest real estate investment trusts; and the and a national market system, and, in
indirectly in all of the securities and securities of other investment general, to protect investors and the
assets owned by the Portfolio.13 The companies. public interest.
investment practices of the Portfolio are • Fixed income securities, including The Commission finds that the
the same in all material respects to those U.S. government and U.S. government proposal to list and trade the Shares on
of the Fund. agency securities; repurchase the Exchange is consistent with section
The Adviser will seek to gain agreements and reverse repurchase 11A(a)(1)(C)(iii) of the Exchange Act,19
exposure to a wide range of asset agreements; bonds, including sovereign which sets forth Congress’ finding that
classes, including real estate; equity and debt and U.S. registered, dollar- it is in the public interest and
fixed income securities, including high denominated bonds of foreign appropriate for the protection of
yield debt securities; commodities; corporations, governments, agencies and investors and the maintenance of fair
instruments that seek to track supra-national entities; convertible and orderly markets to assure the
movements in volatility indices; and securities; short term instruments, availability to brokers, dealers, and
cash and cash equivalents or money including money market instruments; investors of information with respect to
market instruments. Under normal inflation-protected public obligations, quotations for and transactions in
circumstances, the Portfolio will invest commonly known as ‘‘TIPS,’’ of the U.S. securities. Quotation and last-sale
at least 80% of its net assets in ETPs,14 Treasury, as well as TIPS of major information for the Shares and
VIX Futures, and equity options governments and emerging market underlying equity securities traded on a
(including options on ETPs). countries; and variable and floating rate national securities exchange will be
securities, including variable rate available via the Consolidated Tape
B. Non-Principal Investments Association high speed line. The
demand notes and variable rate demand
While under normal circumstances, obligations. Exchange represents that the intra-day,
the Adviser will invest at least 80% of • Cash and cash equivalents. closing and settlement prices of
the Portfolio’s net assets as described in • Restricted securities, including underlying equity securities traded on a
the Principal Investments section, equity and fixed income restricted national securities exchange, as well as
above, the Adviser may invest up to securities. exchange-traded futures and foreign
20% of the Portfolio’s net assets in other • The following types of derivatives: exchange-traded common stocks and
securities and financial instruments, as exchange-listed and non-exchange listed preferred securities, will be readily
described below. options (other than the equity options available from the exchanges trading
The Portfolio may hold in the mentioned above), swaps, forward such assets as well as automated
following types of assets: contracts, and futures contracts (other quotation systems, published or other
than the VIX Futures mentioned above). public sources, or on-line information
12 The term ‘‘under normal circumstances’’
The derivatives that the Portfolio invests services. Intra-day and closing price
includes, but is not limited to, the absence of information for exchange-listed options
extreme volatility or trading halts in the equity in may be based on equity or fixed
income securities and/or equity or fixed and futures will be available from the
markets or the financial markets generally;
operational issues causing dissemination of income indices, currencies, and interest applicable exchange and from major
inaccurate market information; or force majeure rates. market data vendors. In addition, price
type events such as systems failure, natural or man-
The Portfolio also may conduct information for U.S. exchange-listed
made disaster, act of God, armed conflict, act of options is available from the Options
terrorism, riot or labor disruption or any similar foreign currency transactions on a spot
intervening circumstance. See id. at 6, n.8. (i.e., cash) basis and engage in short Price Reporting Authority. Quotation
13 According to the Exchange, the Fund is
sales ‘‘against the box.’’ 16 information from brokers and dealers or
intended to be managed in a ‘‘master-feeder’’ pricing services will be available for
structure, under which the Fund will invest III. Discussion and Commission fixed income securities, spot, and
substantially all of its assets in a corresponding Findings
Portfolio (i.e. a ‘‘master fund’’), which is a separate
forward currency transactions; and
1940 Act-registered mutual fund that has an After careful review, the Commission equity securities traded in the OTC
identical investment objective. As a result, the Fund finds that the Exchange’s proposal to list market (e.g., restricted securities and
(i.e., the ‘‘feeder fund’’) will have an indirect
and trade the Shares is consistent with non-exchange listed securities of
interest in all of the securities and other assets investment companies). Price
owned by the Portfolio. Because of this indirect the Exchange Act and the rules and
interest, the Fund’s investment returns should be regulations thereunder applicable to a information regarding OTC-traded
the same as those of the Portfolio, adjusted for the national securities exchange.17 In derivative instruments, as well as equity
expenses of the Fund. In extraordinary instances,
particular, the Commission finds that securities traded in the OTC market, is
the Fund reserves the right to make direct available from major market data
investments in securities. The Adviser will manage the proposed rule change is consistent
the investments of the Portfolio. Under the master- with section 6(b)(5) of the Exchange vendors. Pricing information regarding
feeder arrangement, and pursuant to the investment Act,18 which requires, among other each asset class in which the Fund or
advisory agreement between the Adviser and the Portfolio will invest will generally be
Trust, investment advisory fees charged at the
asabaliauskas on DSK5VPTVN1PROD with NOTICES

15 SeeAmendment No. 3, supra note 6.
available through nationally recognized
Portfolio level will be deducted from the advisory
fees charged at the Fund level. In extraordinary 16 In
a short sale against the box, the Fund agrees data service providers through
instances, the Fund reserves the right to make direct to sell at a future date a security that it either subscription arrangements.
investments in securities to meet its investment contemporaneously owns or has the right to acquire The Commission also believes that the
objectives directly. See id. at 6, n.9. at no extra cost. proposal to list and trade the Shares is
14 ETPs include ETFs registered under the 1940 17 In approving this proposed rule change, the

Commission has considered the proposed rule’s
reasonably designed to promote fair
Act, exchange-traded commodity trusts and
exchange-traded notes. The Portfolio may also impact on efficiency, competition and capital disclosure of information that may be
invest in ETPs that are qualified publicly traded formation. See 15 U.S.C. 78c(f).
partnerships (‘‘QPTPs’’). 18 15 U.S.C. 78f(b)(5). 19 15 U.S.C. 78k–1(a)(1)(C)(iii).

VerDate Sep<11>2014 17:58 Jul 20, 2015 Jkt 235001 PO 00000 Frm 00088 Fmt 4703 Sfmt 4703 E:\FR\FM\21JYN1.SGM 21JYN1
43140 Federal Register / Vol. 80, No. 139 / Tuesday, July 21, 2015 / Notices

provided by NYSE Arca Equities Rule arguments concerning whether to, among other things, provide
5.3. Amendment Nos. 1, 2, and 3 is clarifying details about the investments
(6) While the Fund may invest in consistent with the Act. Comments may the Portfolio would be permitted to hold
inverse ETFs, the Fund will not invest be submitted by any of the following and the valuation of OTC-traded
in leveraged or inverse leveraged ETFs methods: derivative assets, and to limit the
or ETNs (e.g., 2X or 3X).28 percentage of the Portfolio that may be
(7) The Portfolio may invest up to Electronic Comments
comprised of options that are listed on
20% of its assets in derivatives.29 • Use the Commission’s Internet markets that are not members of the ISG
(8) The Portfolio may invest up to comment form (http://www.sec.gov/ or with which the Exchange does not
25% of its total assets in one or more rules/sro.shtml); or have a CSSA.36
ETPs that are QPTPs and whose • Send an email to rule-comments@ This information is useful for
principal activities are the buying and sec.gov. Please include File Number SR– evaluating the likelihood of market
selling of commodities or options, NYSEArca–2015–44 on the subject line. participants engaging in effective
futures, or forwards with respect to Paper Comments arbitrage and the Exchange’s ability to
commodities.30 detect improper trading activity that
(9) The Portfolio may invest up to • Send paper comments in triplicate
impacts the price of the Shares.
10% of its net assets in high yield debt to Secretary, Securities and Exchange
Commission, 100 F Street NE., Accordingly, the Commission believes
securities.31 that Amendment Nos. 1, 2, and 3 are
(10) Not more than 10% of the net Washington, DC 20549–1090.
consistent with the provisions of section
assets of the Fund will consist of equity All submissions should refer to File 6(b)(5) of the Act,37 and therefore finds
securities that trade in markets that are Number SR–NYSEArca–2015–44. This
good cause, pursuant to section 19(b)(2)
not members of the ISG or are not file number should be included on the
of the Act,38 for approving the proposed
parties to CSSA with the Exchange.32 subject line if email is used. To help the
rule change, as modified by Amendment
(11) The Fund may hold up to an Commission process and review your
Nos. 1, 2, and 3, on an accelerated basis.
aggregate amount of 15% of its net comments more efficiently, please use
assets in illiquid assets (calculated at only one method. The Commission will VI. Conclusion
the time of investment), including Rule post all comments on the Commission’s It is therefore ordered, pursuant to
144A securities deemed illiquid by the Internet Web site (http://www.sec.gov/ section 19(b)(2) of the Exchange Act,
Adviser, consistent with Commission rules/sro.shtml). Copies of the that the proposed rule change (SR–
guidance. The Fund will monitor its submission, all subsequent NYSEArca–2015–44), as modified by
portfolio liquidity on an ongoing basis amendments, all written statements Amendment Nos. 1, 2, and 3, is hereby
to determine whether, in light of current with respect to the proposed rule approved on an accelerated basis.
circumstances, an adequate level of change that are filed with the
liquidity is being maintained, and will Commission, and all written For the Commission, by the Division of
communications relating to the Trading and Markets, pursuant to delegated
consider taking appropriate steps in authority.39
order to maintain adequate liquidity if, proposed rule change between the
Commission and any person, other than Robert W. Errett,
through a change in values, net assets,
or other circumstances, more than 15% those that may be withheld from the Deputy Secretary.
of the Fund’s net assets are held in public in accordance with the [FR Doc. 2015–17780 Filed 7–20–15; 8:45 am]
illiquid assets.33 provisions of 5 U.S.C. 552, will be BILLING CODE 8011–01–P
(12) A minimum of 100,000 Shares available for Web site viewing and
will be outstanding at the printing in the Commission’s Public
commencement of trading on the Reference Room, 100 F Street NE., SECURITIES AND EXCHANGE
Exchange.34 Washington, DC 20549, on official COMMISSION
This approval order is based on all of business days between the hours of
the Exchange’s representations, 10:00 a.m. and 3:00 p.m. Copies of such Sunshine Act Meeting
including those set forth above and in filing will also be available for Notice is hereby given, pursuant to
the Notice. inspection and copying at the principal the provisions of the Government in the
For the foregoing reasons, the office of the Exchange. All comments Sunshine Act, Public Law 94–409, that
Commission finds that the proposed received will be posted without change; the Securities and Exchange
rule change, as modified by Amendment the Commission does not edit personal Commission will hold a Closed Meeting
Nos. 1, 2, and 3, is consistent with identifying information from on Thursday, July 23, 2015 at 2:00 p.m.
section 6(b)(5) of the Act 35 and the rules submissions. You should submit only Commissioners, Counsel to the
and regulations thereunder applicable to information that you wish to make Commissioners, the Secretary to the
a national securities exchange. available publicly. All submissions Commission, and recording secretaries
IV. Solicitation of Comments on should refer to File Number SR– will attend the Closed Meeting. Certain
Amendment Nos. 1, 2 and 3 NYSEArca–2015–44 and should be staff members who have an interest in
submitted on or before August 11, 2015. the matters also may be present.
Interested persons are invited to The General Counsel of the
submit written data, views, and V. Accelerated Approval of Proposed
Rule Change as Modified by Commission, or her designee, has
asabaliauskas on DSK5VPTVN1PROD with NOTICES

28 See Amendment Nos. 1, 2, and 3 certified that, in her opinion, one or
Amendment No. 2, supra note 5.
29 See Amendment No. 1, supra note 4, at 12,
more of the exemptions set forth in 5
The Commission finds good cause to U.S.C. 552b(c)(3), (5), (7), 9(B) and (10)
n.24.
30 See id. at 9.
approve the proposed rule change, as and 17 CFR 200.402(a)(3), (5), (7), 9(ii)
31 See id. at 11. modified by Amendment Nos. 1, 2, and
32 See id. at 10. 3, prior to the 30th day after the date of 36 See Amendment No. 1, supra note 4.
33 See id. at 14. publication of notice of the amendment 37 15 U.S.C. 78f(b)(5).
34 See id. at 23. in the Federal Register. The Exchange 38 15 U.S.C. 78s(b)(2).
35 15 U.S.C. 78f(b)(5). submitted Amendment Nos. 1, 2, and 3 39 17 CFR 200.30–3(a)(12).

VerDate Sep<11>2014 17:58 Jul 20, 2015 Jkt 235001 PO 00000 Frm 00090 Fmt 4703 Sfmt 4703 E:\FR\FM\21JYN1.SGM 21JYN1
Document Created: 2018-02-23 09:23:06
Document Modified: 2018-02-23 09:23:06
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 43137