10556 Federal Register / Vol. 80, No. 38 / Thursday, February 26, 2015 / Notices 

11 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 73958 

(Dec. 30, 2014), 80 FR 572 (‘‘Notice’’). 

4The Trust is registered under the Investment 

Company Act of 1940 (‘‘1940 Act’’). The Exchange 

represents that, on May 30, 2014, the Trust filed an 

amendment to its registration statement on Form 

N–1A under the Securities Act of 1933 (‘‘Securities 

Act’’) and under the 1940 Act relating to the Fund 

(File Nos. 333–173276 and 811–22542) 

(‘‘Registration Statement’’). In addition, the 

Exchange represents that the Trust has obtained 

from the Commission certain exemptive relief 

under the 1940 Act. See Investment Company Act 

Release No. 29524 (Dec. 13, 2010) (File No. 812– 

13487). 

5The Exchange represents that the Adviser and 

Sub-Adviser are not registered as broker-dealers. 

The Exchange further represents that, while the 

Sub-Adviser is not affiliated with a broker-dealer, 

the Adviser is affiliated with a broker-dealer and 

that the Adviser has implemented a ‘‘fire wall’’ with 

respect to its broker-dealer affiliate regarding access 

to information concerning the composition of or 

changes to the Fund’s portfolio. In addition, in the 

event (a) the Adviser or Sub-Adviser becomes 

registered as a broker-dealer or newly affiliated with 

a broker-dealer, or (b) any new adviser or subadviser is a registered broker-dealer or becomes 

affiliated with a broker-dealer, the Adviser or SubAdviser or any new adviser or sub-adviser, as the 

case may be, will implement a fire wall with respect 

to its relevant personnel or broker-dealer affiliate, 

as applicable, regarding access to information 

concerning the composition of or changes to the 

portfolio and will be subject to procedures designed 

to prevent the use and dissemination of material 

non-public information regarding the portfolio. 

6The Commission notes that additional 

information regarding the Fund, the Trust, and the 

Shares, including investment strategies, risks, 

creation and redemption procedures, fees, portfolio 

holdings disclosure policies, calculation of net asset 

value (‘‘NAV’’), distributions, and taxes, among 

other things, can be found in the Notice and the 

Registration Statement, as applicable. See Notice 

and Registration Statement, supra notes 3 and 4, 

respectively. 

7With respect to the Fund, the term ‘‘under 

normal circumstances’’ includes, but is not limited 

to, the absence of extreme volatility or trading halts 

in the fixed income 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 manmade disaster, act of God, armed conflict, act of 

terrorism, riot or labor disruption, or any similar 

intervening circumstance. 

8According to the Exchange, the Fund is 

intended to be managed in a ‘‘master-feeder’’ 

structure, under which the Fund invests 

substantially all of its assets in a corresponding 

Portfolio (i.e., a ‘‘master fund’’), which is a separate 

mutual fund registered under the 1940 Act that has 

an identical investment objective. As a result, the 

Fund (i.e., a ‘‘feeder fund’’) has an indirect interest 

in all of the securities and 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 and other assets. The Adviser and SubAdviser 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 are 

deducted from the advisory fees charged at the 

Fund level. This arrangement avoids a ‘‘layering’’ 

of fees, i.e., the Fund’s total annual operating 

expenses would be no higher as a result of investing 

in a master-feeder arrangement than they would be 

if the Fund pursued its investment objective 

directly. In addition, the Fund may discontinue 

investing through the master-feeder arrangement 

and pursue its investment objective directly if the 

Fund’s Board of Trustees (‘‘Board’’) determines that 

doing so would be in the best interests of 

shareholders. 

9According to the Exchange, the term assetbacked securities is used by the Fund to describe 

securities backed by installment contracts, creditcard receivables, or other assets, but does not 

include either residential or commercial mortgagebacked securities. Both asset-backed and 

commercial mortgage-backed securities represent 

interests in ‘‘pools’’ of assets in which payments of 

both interest and principal on the securities are 

made on a regular basis. Asset-backed securities 

also include institutionally traded senior floating 

rate debt obligations issued by asset-backed pools 

and other issues, and interests therein. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.11

Jill M. Peterson, 

Assistant Secretary. 

[FR Doc. 2015–03966 Filed 2–25–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–74338; File No. SR– 

NYSEArca–2014–143] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Order Granting Approval of 

Proposed Rule Change Relating to the 

Listing and Trading of Shares of the 

SPDR® DoubleLine Total Return 

Tactical ETF Under NYSE Arca 

Equities Rule 8.600 

February 20, 2015. 

I. Introduction 

On December 30, 2014, NYSE Arca, 

Inc. (‘‘Exchange’’ or ‘‘NYSE Arca’’) filed 

with the Securities and Exchange 

Commission (‘‘Commission’’), pursuant 

to Section 19(b)(1) of the Securities 

Exchange Act of 1934 (‘‘Act’’ or 

‘‘Exchange Act’’) 1 and Rule 19b–4 

thereunder,2 a proposed rule change to 

list and trade shares (‘‘Shares’’) of the 

SPDR® DoubleLine Total Return 

Tactical ETF (‘‘Fund’’) under NYSE 

Arca Equities Rule 8.600. The proposed 

rule change was published for comment 

in the Federal Register on January 6, 

2015.3 The Commission received no 

comments on the proposal. This order 

grants approval of the proposed rule 

change. 

II. Description of the Proposal 

A. In General 

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 on the Exchange. 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.4 SSgA Funds Management, 

Inc. will serve as the investment adviser 

to the Fund (‘‘Adviser’’), and 

DoubleLine Capital L.P. will be the 

Fund’s sub-adviser (‘‘Sub-Adviser’’).5

State Street Global Markets, LLC will 

serve as the principal underwriter and 

distributor of the Fund’s Shares. State 

Street Bank and Trust Company will 

serve as the administrator, custodian, 

and transfer agent for the Fund. 

B. The Exchange’s Description of the 

Fund 

The Exchange has made the following 

representations and statements in 

describing the Fund and its investment 

strategy, including the Fund’s portfolio 

holdings and investment restrictions.6

1. Principal Investments of the Fund 

The investment objective of the Fund 

will be to maximize total return. Under 

normal circumstances,7 the Fund will 

invest all of its assets in the SSgA 

DoubleLine Total Return Tactical 

Portfolio (‘‘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.8

Under normal circumstances, the 

Portfolio will invest at least 80% of its 

net assets in a diversified portfolio of 

fixed income securities of any credit 

quality. Fixed income securities in 

which the Portfolio principally will 

invest include the following: Securities 

issued or guaranteed by the U.S. 

government or its agencies, 

instrumentalities or sponsored 

corporations; inflation protected public 

obligations of the U.S. Treasury 

(commonly known as ‘‘TIPS’’); agency 

and non-agency residential mortgagebacked securities (‘‘RMBS’’); agency and 

non-agency commercial mortgagebacked securities (‘‘CMBS’’); agency and 

non-agency asset-backed securities 

(‘‘ABS’’); 9 domestic corporate bonds; 

fixed income securities issued by 

foreign corporations and foreign 

governments including emerging 

markets; bank loans (primarily senior 

loans, including loan participations or 

assignments whose loan syndication 

exceeds $300 million); municipal 

bonds; and other securities (such as 

perpetual bonds) bearing fixed interest 

rates of any maturity. 


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10The Exchange represents that investments in 

non-agency RMBS, CMBS, and ABS (including 

CLOs, as defined herein) in the aggregate will not 

exceed 20% of the net assets of the Portfolio. See 

infra note 18 and accompanying text (describing 

CLOs). 

11The investment return of corporate bonds 

reflects interest on the bond and changes in the 

market value of the bond. The market value of a 

corporate bond may be affected by the credit rating 

of the corporation, the corporation’s performance, 

and perceptions of the corporation in the market 

place. The Exchange represents that the Adviser 

expects that, under normal circumstances, the Fund 

will generally seek to invest in corporate bond 

issuances that have at least $100,000,000 par 

amount outstanding in developed countries and at 

least $200,000,000 par amount outstanding in 

emerging market countries. 

12Sovereign debt obligations are issued or 

guaranteed by foreign governments or their 

agencies. Sovereign debt may be in the form of 

conventional securities or other types of debt 

instruments, such as loans or loan participations. 

13U.S. government obligations are a type of bond. 

U.S. government obligations include securities 

issued or guaranteed as to principal and interest by 

the U.S. government, its agencies or 

instrumentalities. 

14TIPS are a type of security that are issued by 

a government and that are designed to provide 

inflation protection to investors. 

15The term ‘‘U.S. agency mortgage pass-through 

security’’ refers to a category of pass-through 

securities backed by pools of mortgages and issued 

by one of several U.S. government-sponsored 

enterprises: Ginnie Mae, Fannie Mae, or Freddie 

Mac. 

16 ‘‘TBA’’ refers to a commonly used mechanism 

for the forward settlement of U.S. agency mortgage 

pass-through securities, and not to a separate type 

of mortgage-backed security. Most transactions in 

mortgage pass-through securities occur through the 

use of TBA transactions. TBA transactions generally 

are conducted in accordance with widely-accepted 

guidelines which establish commonly observed 

terms and conditions for execution, settlement and 

delivery. In a TBA transaction, the buyer and seller 

decide on general trade parameters, such as agency, 

settlement date, par amount, and price. The actual 

pools delivered generally are determined two days 

prior to settlement date. 

17Bank loans typically pay interest at rates which 

are re-determined periodically on the basis of a 

floating base lending rate (such as the London InterBank Offered Rate) plus a premium. Bank loans are 

typically of below investment grade quality. Bank 

loans generally (but not always) hold the most 

senior position in the capital structure of a borrower 

and are often secured with collateral. 

18A CLO is a financing company (generally called 

a Special Purpose Vehicle or ‘‘SPV’’), created to 

reapportion the risk and return characteristics of a 

pool of assets. While the assets underlying CLOs are 

typically bank loans, the assets may also include: 

(i) Unsecured loans; (ii) other debt securities that 

are rated below investment grade; (iii) debt tranches 

of other CLOs; and (iv) equity securities that are 

incidental to investments in bank loans. 

19 Duration is a measure used to determine the 

sensitivity of a security’s price to changes in 

interest rates. The longer a security’s duration, the 

more sensitive it will be to changes in interest rates. 

According to the Exchange, the 

Portfolio intends to invest at least 20% 

of its net assets in mortgage-backed 

securities of any maturity or type 

guaranteed by, or secured by collateral 

that is guaranteed by, the U.S. 

government, its agencies, 

instrumentalities or sponsored 

corporations, or in privately issued 

mortgage-backed securities rated at the 

time of investment Aa3 or higher by 

Moody’s Investor Service, Inc. 

(‘‘Moody’s’’) or AA- or higher by 

Standard & Poor’s Rating Service 

(‘‘S&P’’) or the equivalent by any other 

nationally recognized statistical rating 

organization (‘‘NRSRO’’) or in unrated 

securities that are determined by the 

Adviser to be of comparable quality.10

The Portfolio may invest in corporate 

bonds,11 which may be investment 

grade or below investment grade. The 

Portfolio may also invest in sovereign 

debt,12 which may be either investment 

grade or below investment grade. The 

Portfolio may invest up to 25% of its net 

assets in corporate high yield securities 

(commonly known as ‘‘junk bonds’’). 

Under normal circumstances, the 

combined total of corporate, sovereign, 

non-agency, and all other debt rated 

below investment grade will not exceed 

40% of the Fund’s net assets. The 

Exchange represents that the SubAdviser will strive to allocate below 

investment grade securities broadly by 

industry and issuer in an attempt to 

reduce the impact of negative events on 

an industry or issuer. Below investment 

grade securities are instruments that are 

rated BB+ or lower by S&P or Fitch Inc. 

or Ba1 or lower by Moody’s or, if 

unrated by a NRSRO, of comparable 

quality in the opinion of the SubAdviser. 

The Portfolio may invest up to 15% 

of its net assets in securities 

denominated in foreign currencies, and 

may invest beyond this limit in U.S. 

dollar-denominated securities of foreign 

issuers. The Portfolio may invest up to 

25% of its net assets in securities and 

instruments that are economically tied 

to emerging market countries. 

The Portfolio may invest in U.S. 

government obligations.13 The Portfolio 

may also invest in TIPS of the U.S. 

Treasury, as well as TIPS of major 

governments and emerging market 

countries, excluding the United 

States.14

The Portfolio may invest a substantial 

portion of its assets in U.S. agency 

mortgage pass-through securities.15 The 

Portfolio will seek to obtain exposure to 

U.S. agency mortgage pass-through 

securities primarily through the use of 

‘‘to-be-announced’’ or ‘‘TBA 

transactions.’’ 16

The Portfolio may invest in bank 

loans,17 which include floating rate 

loans. Bank loan interests may be 

acquired from U.S. or foreign 

commercial banks, insurance 

companies, finance companies, or other 

financial institutions that have made 

loans or are members of a lending 

syndicate or from other holders of loan 

interests. The Portfolio may also invest 

in both secured and unsecured loans. 

The Portfolio may invest in 

collateralized loan obligations 

(‘‘CLOs’’).18 When investing in CLOs, 

the Portfolio will not invest in equity 

tranches, which are the lowest tranche. 

However, the Portfolio may invest in 

lower debt tranches of CLOs, which 

typically experience a lower recovery, 

greater risk of loss, or greater deferral or 

non-payment of interest than more 

senior debt tranches of the CLO. In 

addition, the Portfolio intends to invest 

in CLOs consisting primarily of 

individual bank loans of borrowers and 

not repackaged CLO obligations from 

other high risk pools. The underlying 

bank loans purchased by CLOs are 

generally performing at the time of 

purchase but may become nonperforming, distressed, or defaulted. 

CLOs with underlying assets of nonperforming, distressed, or defaulted 

loans are not contemplated to comprise 

a significant portion of the Portfolio’s 

investments in CLOs. 

The Sub-Adviser will actively manage 

the Portfolio’s asset class exposure using 

a top-down approach based on analysis 

of sector fundamentals. The SubAdviser will rotate Portfolio assets 

among sectors in various markets to 

attempt to maximize return. Individual 

securities within asset classes will be 

selected using a bottom up approach. 

Under normal circumstances, the SubAdviser will use a controlled risk 

approach in managing the Portfolio’s 

investments. The techniques of this 

approach attempt to control the 

principal risk components of the fixed 

income markets and include 

consideration of security selection 

within a given sector; relative 

performance of the various market 

sectors; the shape of the yield curve; 

and fluctuations in the overall level of 

interest rates. 

The Sub-Adviser also will monitor the 

duration of the securities held by the 

Portfolio to seek to mitigate exposure to 

interest rate risk.19 Under normal 

circumstances, the Sub-Adviser will 

seek to maintain an investment portfolio 

with a weighted average effective 

duration of no less than 1 year and no 

more than 8 years. The duration of the 

portfolio may vary materially from its 

target, from time to time. 

2. Non-Principal Investments 

The Exchange represents that while 

the Adviser and Sub-Adviser, under 

normal circumstances, will invest at 


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20Money market instruments are generally shortterm investments that may include but are not 

limited to: (i) Shares of money market funds 

(including those advised by the Adviser); (ii) 

obligations issued or guaranteed by the U.S. 

government, its agencies, or instrumentalities 

(including government-sponsored enterprises); (iii) 

negotiable certificates of deposit, bankers’ 

acceptances, fixed time deposits, and other 

obligations of U.S. and foreign banks (including 

foreign branches) and similar institutions; (iv) 

commercial paper rated at the date of purchase 

‘‘Prime-1’’ by Moody’s or ‘‘A–1’’ by S&P, or, if 

unrated, of comparable quality as determined by the 

Adviser; (v) non-convertible corporate debt 

securities (e.g., bonds and debentures) that have 

remaining maturities at the date of purchase of not 

more than 397 days and that satisfy the rating 

requirements set forth in Rule 2a–7 under the 1940 

Act; and (vi) short-term U.S. dollar-denominated 

obligations of foreign banks (including U.S. 

branches) that, in the opinion of the Adviser, are 

of comparable quality to obligations of U.S. banks 

which may be purchased by the Portfolio. 

21Preferred securities pay fixed or adjustable rate 

dividends to investors and have ‘‘preference’’ over 

common stock in the payment of dividends and the 

liquidation of a company’s assets. 

22 Depositary Receipts are receipts, typically 

issued by a bank or trust company, which evidence 

ownership of underlying securities issued by a 

foreign corporation. For ADRs, the depository is 

typically a U.S. financial institution, and the 

underlying securities are issued by a foreign issuer. 

For other Depositary Receipts, the depository may 

be a foreign or a U.S. entity, and the underlying 

securities may have a foreign or a U.S. issuer. 

Depositary Receipts will not necessarily be 

denominated in the same currency as their 

underlying securities. Generally, ADRs, in 

registered form, are designed for use in the U.S. 

securities market, and EDRs, in bearer form, are 

designated for use in European securities markets. 

GDRs are tradable both in the United States and in 

Europe and are designed for use throughout the 

world. The Fund may invest in sponsored or 

unsponsored ADRs; however, not more than 10% 

of the net assets of the Fund will be invested in 

unsponsored ADRs. With the exception of 

unsponsored ADRs, all equity securities (i.e., 

common stocks, Depositary Receipts, certain 

preferred securities, ETPs, and certain other 

exchange-traded investment company securities) in 

which the Portfolio or Fund may invest will trade 

on markets that are members of the Intermarket 

Surveillance Group (‘‘ISG’’) or that have entered 

into a comprehensive surveillance agreement with 

the Exchange. 

23Convertible securities are bonds, debentures, 

notes, preferred stocks, or other securities that may 

be converted or exchanged (by the holder or by the 

issuer) into shares of the underlying common stock 

(or cash or securities of equivalent value) at a stated 

exchange ratio. 

24For purposes of this filing, ETPs include 

Investment Company Units (as described in NYSE 

Arca Equities Rule 5.2(j)(3)); Index-Linked 

Securities (as described in NYSE Arca Equities Rule 

5.2(j)(6)); Portfolio Depositary Receipts (as 

described in NYSE Arca Equities Rule 8.100); Trust 

Issued Receipts (as described in NYSE Arca 

Equities Rule 8.200); Commodity-Based Trust 

Shares (as described in NYSE Arca Equities Rule 

8.201); Currency Trust Shares (as described in 

NYSE Arca Equities Rule 8.202); Commodity Index 

Trust Shares (as described in NYSE Arca Equities 

Rule 8.203); and Managed Fund Shares (as 

described in NYSE Arca Equities Rule 8.600). The 

Portfolio may invest in certain ETPs that pay fees 

to the Adviser and its affiliates for management, 

marketing, or other services. The ETPs all will be 

listed and traded in the U.S. on national securities 

exchanges. While the Fund may invest in inverse 

ETPs, the Fund will not invest in leveraged or 

inverse leveraged ETPs. 

25 Income from QPTPs is generally qualifying 

income. A QPTP is an entity that is treated as a 

partnership for federal income tax purposes, subject 

to certain requirements. If such an ETP fails to 

qualify as a QPTP, the income generated from the 

Portfolio’s investment in the QPTP may not be 

qualifying income. Examples of such entities are the 

PowerShares DB Energy Fund, PowerShares DB Oil 

Fund, PowerShares DB Precious Metals Fund, 

PowerShares DB Gold Fund, PowerShares DB Silver 

Fund, PowerShares DB Base Metals Fund, and 

PowerShares DB Agriculture Fund, which are listed 

and traded on the Exchange pursuant to NYSE Arca 

Equities Rule 8.200. 

26Swap agreements are contracts between parties 

in which one party agrees to make periodic 

payments to the other party based on the change in 

market value or level of a specified rate, index, or 

asset. In return, the other party agrees to make 

payments to the first party based on the return of 

a different specified rate, index, or asset. In the case 

of a credit default swap (‘‘CDS’’), the contract gives 

one party (the buyer) the right to recoup the 

economic value of a decline in the value of debt 

securities of the reference issuer if the credit event 

(a downgrade or default) occurs. CDS may require 

initial premium (discount) payments, as well as 

periodic payments (receipts) related to the interest 

leg of the swap or to the default of a reference 

obligation. 

27The Exchange represents that the Portfolio will 

enter into CDS agreements only with counterparties 

that meet certain standards of creditworthiness. 

28 Variable rate securities are instruments issued 

or guaranteed by entities such as (1) the U.S. 

government, or an agency or instrumentality 

thereof, (2) corporations, (3) financial institutions, 

(4) insurance companies, or (5) trusts that have a 

rate of interest subject to adjustment at regular 

intervals but less frequently than annually. A 

variable rate security provides for the automatic 

establishment of a new interest rate on set dates. 

Variable rate obligations, whose interest is 

readjusted no less frequently than annually, will be 

deemed to have a maturity equal to the period 

remaining until the next readjustment of the 

interest rate. 

29A floating rate security provides for the 

automatic adjustment of its interest rate whenever 

a specified interest rate changes. Interest rates on 

these securities are ordinarily tied to, and are a 

percentage of, a widely recognized interest rate, 

such as the yield on 90-day U.S. Treasury bills or 

the prime rate of a specified bank. These rates may 

change as often as twice daily. 

30An ‘‘emerging market country’’ is a country 

that, at the time the Fund invests in the related 

fixed income instruments, is classified as an 

least 80% of the Portfolio’s net assets in 

fixed income securities, the Adviser and 

Sub-Adviser may invest up to 20% of 

the Portfolio’s net assets in other 

securities and financial instruments, as 

described below. 

The Fund may (either directly or 

through its investments in its 

corresponding Portfolio) invest in 

money market instruments,20 cash, and 

cash equivalents, on an ongoing basis to 

provide liquidity or for other reasons. 

Any of these instruments may be 

purchased on a current or a forwardsettled basis. 

The Portfolio may invest in preferred 

securities traded on an exchange or 

over-the-counter (‘‘OTC’’).21 The 

Portfolio may purchase exchange-traded 

common stocks and exchange-traded 

preferred securities of foreign 

corporations. The Fund’s investments in 

common stock of foreign corporations 

may also be in the form of American 

Depositary Receipts (‘‘ADRs’’), Global 

Depositary Receipts (‘‘GDRs’’), and 

European Depositary Receipts (‘‘EDRs’’) 

(collectively ‘‘Depositary Receipts’’).22

The Portfolio may invest in exchangetraded or OTC convertible securities.23

The Portfolio may invest in exchangetraded products (‘‘ETPs’’), which 

include exchange-traded funds (‘‘ETFs’’) 

registered under the 1940 Act; 

exchange-traded commodity trusts; and 

exchange-traded notes (‘‘ETNs’’).24

The Portfolio may invest up to 20% 

of its net assets in one or more ETPs that 

are qualified publicly traded 

partnerships (‘‘QPTPs’’) and whose 

principal activities are the buying and 

selling of commodities or options, 

futures, or forwards with respect to 

commodities.25

The Portfolio may invest up to 20% 

of its assets in derivatives, including 

exchange-traded futures on Treasuries 

or Eurodollars; U.S. exchange-traded or 

OTC put and call options contracts and 

OTC or exchange-traded swap 

agreements (including interest rate 

swaps, total return swaps, excess return 

swaps, and credit default swaps).26 The 

Portfolio will segregate cash and 

appropriate liquid assets if required to 

do so by Commission or Commodity 

Futures Trading Commission (‘‘CFTC’’) 

regulation or interpretation. The 

Portfolio will segregate assets necessary 

to meet any accrued payment 

obligations when it is the buyer of 

CDS.27 In cases where the Portfolio is a 

seller of CDS, the Portfolio will be 

required to segregate the full notional 

amount of the CDS. According to the 

Exchange, segregating the full notional 

amount of the CDS will not limit the 

Portfolio’s exposure to loss. 

The Portfolio may invest in the 

securities of other investment 

companies, including affiliated funds, 

money market funds, and closed-end 

funds, subject to applicable limitations 

under Section 12(d)(1) of the 1940 Act. 

The Portfolio may invest in variable 

and floating rate securities.28 The 

Portfolio may also purchase floating rate 

securities.29

The Portfolio may conduct foreign 

currency transactions on a spot (i.e., 

cash) or forward basis (i.e., by entering 

into forward contracts to purchase or 

sell foreign currencies). 

The Portfolio may invest in foreign 

corporate and sovereign bonds 

originating from issuers in emerging 

market countries.30


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emerging or developing economy by any 

supranational organization, such as the 

International Bank of Reconstruction and 

Development or any affiliate thereof or the United 

Nations, or related entities, or is considered an 

emerging market country for purposes of 

constructing a major emerging market securities 

index. 

31Municipal securities are securities issued by 

states, municipalities, and other political 

subdivisions, agencies, authorities, and 

instrumentalities of states and multi-state agencies 

or authorities. 

32 General obligation bonds are obligations 

involving the credit of an issuer possessing taxing 

power, and are payable from such issuer’s general 

revenues and not from any particular source. 

33Limited obligation bonds are payable only from 

the revenues derived from a particular facility or 

class of facilities or, in some cases, from the 

proceeds of a special excise or other specific 

revenue source. 

34A repurchase agreement is an agreement under 

which a fund acquires a financial instrument (e.g., 

a security issued by the U.S. government or an 

agency thereof, a banker’s acceptance or a certificate 

of deposit) from a seller, subject to resale to the 

seller at an agreed upon price and date (normally, 

the next business day). 

35Reverse repurchase agreements involve the sale 

of securities with an agreement to repurchase the 

securities at an agreed-upon price, date, and interest 

payment, and have the characteristics of borrowing. 

36Restricted Securities are securities that are not 

registered under the Securities Act, but which can 

be offered and sold to ‘‘qualified institutional 

buyers’’ under Rule 144A under the Securities Act. 

See infra note 37 and accompanying text. 

37According to the Exchange, the Board has 

delegated the responsibility for determining the 

liquidity of Rule 144A Restricted Securities that the 

Portfolio may invest in to the Adviser. In reaching 

liquidity decisions, the Adviser may consider the 

following factors: The frequency of trades and 

quotes for the security; the number of dealers 

wishing to purchase or sell the security and the 

number of other potential purchasers; dealer 

undertakings to make a market in the security; and 

the nature of the security and the nature of the 

marketplace in which it trades (e.g., the time 

needed to dispose of the security, the method of 

soliciting offers and the mechanics of transfer). 

38 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). 

39 15 U.S.C. 78f(b)(5). 

40 15 U.S.C. 78k–1(a)(1)(C)(iii). 

41Premiums and discounts between the IOPV and 

the market price may occur. This should not be 

viewed as a ‘‘real-time’’ update of the NAV per 

Share of the Fund, which will be calculated only 

once a day. 

42The Exchange represents that several major 

market data vendors display and/or make widely 

available Portfolio Indicative Values taken from 

CTA or other data feeds. 

The Portfolio may invest in municipal 

securities,31 including general 

obligation bonds 32 and limited 

obligation bonds 33 (or revenue bonds), 

including industrial development bonds 

issued pursuant to former federal tax 

law and municipal leases, certificates of 

participation in such lease obligations, 

and installment purchase contract 

obligations. 

The Portfolio may invest in 

repurchase agreements with commercial 

banks, brokers, or dealers to generate 

income from its excess cash balances 

and to invest securities lending cash 

collateral.34 The Portfolio may also 

enter into reverse repurchase 

agreements.35 The Portfolio’s exposure 

to reverse repurchase agreements will be 

covered by securities having a value 

equal to or greater than such 

commitments. Under the 1940 Act, 

reverse repurchase agreements are 

considered borrowings. Although there 

is no limit on the percentage of Fund 

assets that can be used in connection 

with reverse repurchase agreements, the 

Portfolio does not expect to engage, 

under normal circumstances, in reverse 

repurchase agreements with respect to 

more than 331⁄3% of its net assets. 

The Portfolio may invest in 

‘‘Restricted Securities.’’ 36

According to the Exchange, in certain 

situations or market conditions, the 

Fund may (either directly or through the 

corresponding Portfolio) temporarily 

depart from its normal investment 

policies and strategies, provided that the 

alternative is consistent with the Fund’s 

investment objective and is in the best 

interest of the Fund. For example, the 

Fund may hold a higher than normal 

proportion of its assets in cash in times 

of extreme market stress. 

3. Investment Restrictions 

The Exchange represents that 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 

Restricted Securities deemed illiquid by 

the Adviser, consistent with 

Commission guidance, and repurchase 

agreements having maturities longer 

than seven days.37 The Exchange 

represents that 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. Illiquid assets include 

securities subject to contractual or other 

restrictions on resale and other 

instruments that lack readily available 

markets as determined in accordance 

with Commission staff guidance. 

According to the Exchange, the 

Portfolio and Fund will each be 

classified as a non-diversified 

investment company under the 1940 

Act. A ‘‘non-diversified’’ classification 

means that the Portfolio or Fund is not 

limited by the 1940 Act with regard to 

the percentage of its assets that may be 

invested in the securities of a single 

issuer. This means that the Portfolio or 

Fund may invest a greater portion of its 

assets in the securities of a single issuer 

than a diversified fund. The Portfolio 

and Fund intend to maintain the 

required level of diversification and 

otherwise conduct their operations so as 

to qualify as a ‘‘regulated investment 

company’’ for purposes of the Internal 

Revenue Code of 1986. The Portfolio 

and Fund do not intend to concentrate 

their investments in any particular 

industry. The Portfolio and Fund look to 

the Global Industry Classification 

Standard Level 3 (Industries) in making 

industry determinations. 

The Exchange represents that the 

Fund’s investments will be consistent 

with its investment objective and will 

not be used to enhance leverage. 

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.38 In 

particular, the Commission finds that 

the proposed rule change is consistent 

with Section 6(b)(5) of the Exchange 

Act,39 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. 

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,40

which sets forth the finding of Congress 

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 will be 

available via the Consolidated Tape 

Association (‘‘CTA’’) high-speed line. In 

addition, the Indicative Optimized 

Portfolio Value (‘‘IOPV’’),41 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.42 On each 

business day, before commencement of 


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43On a daily basis, the Fund will disclose on the 

Fund’s Web site the following information 

regarding each portfolio holding, as applicable to 

the type of holding: Ticker symbol, CUSIP number 

or other identifier, if any; a description of the 

holding (including the type of holding, such as the 

type of swap); the identity of the security, 

commodity, index, or other asset or instrument 

underlying the holding, if any; for options, the 

option strike price; quantity held (as measured by, 

for example, par value, notional value, or number 

of shares, contracts, or units); maturity date, if any; 

coupon rate, if any; effective date, if any; market 

value of the holding; and the percentage weighting 

of the holding in the Fund’s portfolio. The Web site 

information will be publicly available at no charge. 

44The NAV per Share for the Fund will be 

computed by dividing the value of the net assets of 

the Portfolio (i.e., the value of its total assets less 

total liabilities) by the total number of Shares 

outstanding. According to the Exchange, common 

stocks and other exchange-traded equity securities 

(including shares of preferred securities, convertible 

securities, ETPs, and QPTPs) generally will be 

valued at the last reported sale price or the official 

closing price on that exchange where the stock is 

primarily traded on the day that the valuation is 

made. Foreign equities and exchange-listed 

Depositary Receipts will be valued at the last sale 

or official closing price on the relevant exchange on 

the valuation date. If, however, neither the last sales 

price nor the official closing price is available, each 

of these securities will be valued at either the last 

reported sale price or official closing price as of the 

close of regular trading of the principal market on 

which the security is listed. According to the 

Exchange, the Trust will generally value listed 

futures and options at the settlement price 

determined by the applicable exchange. Nonexchange-traded derivatives, including OTC-traded 

options, swaps and forwards, will normally be 

valued on the basis of quotations or equivalent 

indication of value supplied by a third- party 

pricing service or major market makers or dealers. 

The Fund’s OTC-traded derivative instruments will 

generally be valued at bid prices. Certain OTCtraded derivative instruments, such as interest rate 

swaps and credit default swaps, will be valued at 

the mean price. Unsponsored ADRs will be valued 

at the last reported sale price from the OTC Bulletin 

Board or OTC Link LLC on the valuation date. OTCtraded preferred securities and OTC-traded 

convertible securities will be valued based on price 

quotations obtained from a broker-dealer who 

makes markets in such securities or other 

equivalent indications of value provided by a thirdparty pricing service. Fixed income securities, 

including U.S. government obligations; TIPS; U.S.- 

registered, dollar-denominated bonds of foreign 

corporations, governments, agencies and supranational entities; sovereign debt; corporate bonds; 

ABS, RMBS, and CMBS (either agency or nonagency); CLOs; TBA transactions; municipal 

securities; inverse floaters and bank loans; and 

short-term instruments will generally be valued at 

bid prices received from independent pricing 

services as of the announced closing time for 

trading in fixed-income instruments in the 

respective market or exchange. In determining the 

value of a fixed income investment, pricing services 

determine valuations for normal institutional-size 

trading units of such securities using valuation 

models or matrix pricing, which incorporates yield 

and/or price with respect to bonds that are 

considered comparable in characteristics such as 

rating, interest rate, and maturity date and 

quotations from securities dealers to determine 

current value. Securities of investment companies 

(other than ETFs registered under the 1940 Act), 

including affiliated funds, money market funds and 

closed-end funds, will be valued at NAV. Rule 

144A Restricted Securities, repurchase agreements, 

and reverse repurchase agreements will generally be 

valued at bid prices received from independent 

pricing services as of the announced closing time 

for trading in such instruments. Spot currency 

transactions will generally be valued at mid prices 

received from an independent pricing service 

converted into U.S. dollars at current market rates 

on the date of valuation. Foreign currency forwards 

normally will be valued on the basis of quotes 

obtained from broker-dealers or third party pricing 

services. In the event that current market valuations 

are not readily available or such valuations do not 

reflect current market value, the SSgA Master 

Trust’s procedures require the Pricing and 

Investment Committee to determine a security’s fair 

value if a market price is not readily available, in 

accordance with the 1940 Act. 

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.43

In addition, a basket composition file, 

which includes the security names and 

quantities required to be delivered in 

exchange for the Fund’s Shares, together 

with estimates and actual cash 

components, will be publicly 

disseminated daily prior to the opening 

of the New York Stock Exchange 

(‘‘NYSE’’) via the National Securities 

Clearing Corporation. The NAV will be 

determined as of the close of the regular 

trading session on the NYSE (ordinarily 

4:00 p.m. Eastern time) on each day that 

the NYSE is open.44 Information 

regarding market price and trading 

volume of the Shares will be continually 

available on a real-time basis throughout 

the day on brokers’ computer screens 

and other electronic services. 

Information regarding the previous 

day’s closing price and trading volume 

information for the Shares will be 

published daily in the financial section 

of newspapers. 

The Exchange represents that the 

intra-day, closing and settlement prices 

of common stocks and other exchangetraded equity securities (including 

shares of Depositary Receipts, preferred 

securities, convertible securities, ETPs, 

and QPTPs) will be readily available 

from the national securities exchanges 

trading such securities as well as 

automated quotation systems, published 

or other public sources, or on-line 

information services such as Bloomberg 

or Reuters. Intra-day and closing price 

information for exchange-traded options 

and futures will be available from the 

applicable exchange and from major 

market data vendors. In addition, price 

information for U.S. exchange-traded 

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, including U.S. 

government obligations; TIPS; U.S. 

registered, dollar-denominated bonds of 

foreign corporations, governments, 

agencies and supra-national entities; 

sovereign debt; corporate bonds; assetbacked and commercial mortgagebacked securities; residential mortgage 

backed securities (either agency or nonagency); CLOs; TBA transactions; 

municipal securities; inverse floaters 

and bank loans; and short-term 

instruments. Price information 

regarding OTC-traded derivative 

instruments, including, options, swaps, 

and spot and forward currency 

transactions, as well as equity securities 

traded in the OTC market, including 

Rule 144A Restricted Securities, OTCtraded preferred securities and OTCtraded convertible securities, is 

available from major market data 

vendors. Pricing information regarding 

each asset class in which the Fund or 

Portfolio will invest, including 

investment company securities, Rule 

144A Restricted Securities, repurchase 

agreements, and reverse repurchase 

agreements will generally be available 

through nationally recognized data 

service providers through subscription 

arrangements. The Fund’s Web site will 

include a form of the prospectus for the 

Fund and additional data relating to 

NAV and other applicable quantitative 

information. 

The Commission further believes that 

the proposal to list and trade the Shares 

is reasonably designed to promote fair 

disclosure of information that may be 

necessary to price the Shares 

appropriately and to prevent trading 

when a reasonable degree of 

transparency cannot be assured. 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. 

Trading in Shares of the Fund will be 

halted if the circuit breaker parameters 

in NYSE Arca Equities Rule 7.12 have 

been reached or because of market 

conditions or other reasons that, in the 

view of the Exchange, make trading in 

the Shares inadvisable. In addition, 

trading in the Shares will be subject to 

NYSE Arca Equities Rule 8.600(d)(2)(D), 

which sets forth circumstances under 

which Shares of the Fund may be 

halted. 

The Exchange represents that it has a 

general policy prohibiting the 

distribution of material, non-public 

information by its employees. The 

Exchange represents that the Adviser 

and Sub-Adviser are not registered as 

broker-dealers and that the Sub-Adviser 

is not affiliated with a broker-dealer. 

The Exchange represents, however, that 

the Adviser is affiliated with a brokerVerDate Sep<11>2014 15:27 Feb 25, 2015 Jkt 235001 PO 00000 Frm 00106 Fmt 4703 Sfmt 4703 E:\FR\FM\26FEN1.SGM 26FEN1

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Federal Register / Vol. 80, No. 38 / Thursday, February 26, 2015 / Notices 10561 

45See supra note 5. The Exchange states that an 

investment adviser to an open-end fund is required 

to be registered under the Investment Advisers Act 

of 1940 (‘‘Advisers Act’’). As a result, the Adviser 

and Sub-Adviser and their 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. 

46The Exchange states that 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. 

47For a list of the current members of ISG, see 

www.isgportal.org. The Exchange notes that not all 

components of the Disclosed Portfolio for the Fund 

may trade on markets that are members of ISG or 

with which the Exchange has in place a 

comprehensive surveillance sharing agreement. 

48 17 CFR 240.10A–3. 

49See supra note 37. 

dealer and that the Adviser has 

implemented a ‘‘fire wall’’ with respect 

to its broker-dealer affiliate regarding 

access to information concerning the 

composition of or changes to the Fund’s 

portfolio.45 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 further represents 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.46

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. In support of this proposal, 

the Exchange has also made the 

following representations: 

(1) The Shares 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) FINRA, on behalf of the Exchange, 

will communicate as needed regarding 

trading in the Shares, exchange-traded 

options, common stocks, and other 

exchange-traded equity securities 

(including shares of preferred securities, 

convertible securities, ETPs, certain 

exchange-traded Depositary Receipts, 

and QPTPs), and futures, with other 

markets and other entities that are 

members of the ISG, and FINRA, on 

behalf of the Exchange, may obtain 

trading information regarding trading in 

the Shares and such exchange-traded 

instruments underlying the Shares from 

such markets and other entities. In 

addition, the Exchange may obtain 

information regarding trading in the 

Shares and such exchange-traded 

instruments underlying the Shares from 

markets and other entities that are 

members of ISG or with which the 

Exchange has in place a comprehensive 

surveillance sharing agreement.47 The 

Exchange states that 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 and 

that FINRA also can access data 

obtained from the Municipal Securities 

Rulemaking Board relating to municipal 

bond trading activity for surveillance 

purposes in connection with trading in 

the Shares. 

(5) 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: (i) The 

procedures for purchases and 

redemptions of Shares in Creation Unit 

aggregations (and that Shares are not 

individually redeemable); (ii) NYSE 

Arca Equities Rule 9.2(a), which 

imposes a duty of due diligence on its 

Equity Trading Permit Holders to learn 

the essential facts relating to every 

customer prior to trading the Shares; 

(iii) the risks involved in trading the 

Shares during the Opening and Late 

Trading Sessions when an updated 

Portfolio Indicative Value will not be 

calculated or publicly disseminated; (iv) 

how information regarding the Portfolio 

Indicative Value and the Disclosed 

Portfolio is disseminated; (v) 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 (vi) 

trading information. 

(6) For initial and continued listing, 

the Fund will be in compliance with 

Rule 10A–3 under the Act,48 as 

provided by NYSE Arca Equities Rule 

5.3. 

(7) 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 Restricted Securities deemed 

illiquid by the Adviser, consistent with 

Commission guidance, and repurchase 

agreements having maturities longer 

than seven days.49

(8) The Fund will generally seek to 

invest in corporate bond issuances that 

have at least $100,000,000 par amount 

outstanding in developed countries and 

at least $200,000,000 par amount 

outstanding in emerging market 

countries. The Fund will invest in bank 

loans that are primarily senior loans, 

including loan participations or 

assignments whose loan syndication 

exceeds $300 million. 

(9) The Portfolio: (a) May invest up to 

20% of its assets in derivatives, 

including exchange-traded futures on 

Treasuries or Eurodollars; U.S. 

exchange-traded or OTC put and call 

options contracts and OTC or exchangetraded swap agreements (including 

interest rate swaps, total return swaps, 

excess return swaps, and credit default 

swaps); (b) will enter into CDS 

agreements only with counterparties 

that meet certain standards of 

creditworthiness; (c) may invest up to 

20% of its net assets in the aggregate in 

non-agency RMBS, CMBS, and ABS 

(including CLOs); (d) may invest up to 

25% of its net assets in corporate high 

yield securities; (e) may invest up to 

15% of its net assets in securities 

denominated in foreign currencies, and 

may invest beyond this limit in U.S. 

dollar-denominated securities of foreign 

issuers; (f) may invest up to 25% of its 

net assets in securities and instruments 

that are economically tied to emerging 

market countries; and (g) may invest up 

to 20% of its net assets in one or more 

ETPs that are QPTPs and whose 

principal activities are the buying and 

selling of commodities or options, 


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10562 Federal Register / Vol. 80, No. 38 / Thursday, February 26, 2015 / Notices 

50 15 U.S.C. 78f(b)(5). 

51 15 U.S.C. 78s(b)(2). 

52 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3Securities Exchange Act Release No. 73943 

(December 24, 2014), 80 FR 69 (January 2, 2015) 

(SR–NASDAQ–2014–123). 

4See Rule 4751(h)(6). 

5See Rule 4751(h)(8). 

6 17 CFR 240.19b–4(f)(6)(iii). 

futures, or forwards with respect to 

commodities. 

(10) Under normal circumstances, the 

combined total of corporate, sovereign, 

non-agency and all other debt rated 

below investment grade will not exceed 

40% of the Fund’s net assets. The SubAdviser will strive to allocate below 

investment grade securities broadly by 

industry and issuer in an attempt to 

reduce the impact of negative events on 

an industry or issuer. 

(11) Although there is no limit on the 

percentage of Fund assets that can be 

used in connection with reverse 

repurchase agreements, the Portfolio 

does not expect to engage, under normal 

circumstances, in reverse repurchase 

agreements with respect to more than 

331⁄3% of its net assets. 

(12) Not more than 10% of the net 

assets of the Fund will be invested in 

unsponsored ADRs. With the exception 

of unsponsored ADRs, all equity 

securities (i.e., common stocks, 

Depositary Receipts, certain preferred 

securities, ETPs, and certain other 

exchange-traded investment company 

securities) in which the Portfolio or 

Fund may invest will trade on markets 

that are members of ISG or that have 

entered into a comprehensive 

surveillance agreement with the 

Exchange. 

(13) A minimum of 100,000 Shares for 

the Fund will be outstanding at the 

commencement of trading on the 

Exchange. 

This approval order is based on all of 

the Exchange’s representations, 

including those set forth above and in 

the Notice, and the Exchange’s 

description of the Fund. The 

Commission notes that the Fund and the 

Shares must comply with the 

requirements of NYSE Arca Equities 

Rule 8.600 to be initially and 

continuously listed and traded on the 

Exchange. 

For the foregoing reasons, the 

Commission finds that the proposed 

rule change is consistent with Section 

6(b)(5) of the Act 50 and the rules and 

regulations thereunder applicable to a 

national securities exchange. 

IV. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Exchange Act,51

that the proposed rule change (SR– 

NYSEArca–2014–143) be, and it hereby 

is, approved. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.52

Jill M. Peterson, 

Assistant Secretary. 

[FR Doc. 2015–03961 Filed 2–25–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–74342; File No. SR– 

NASDAQ–2015–014] 

Self-Regulatory Organizations; The 

NASDAQ Stock Market LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Postpone 

Implementation of Changes to Rules 

4751(h) and 4754(b) Relating to the 

Closing Process 

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 

11, 2015, The NASDAQ Stock Market 

LLC (‘‘NASDAQ’’ or ‘‘Exchange’’) filed 

with the Securities and Exchange 

Commission (‘‘SEC’’ or ‘‘Commission’’) 

the proposed rule change as described 

in Items I and II 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. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to postpone 

implementation of changes to Rules 

4751(h) and 4754(b) relating to the 

closing process. 

The text of the proposed rule change 

is available on the Exchange’s Web site 

at http://nasdaq.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 

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 

NASDAQ is proposing to delay 

implementation of changes to Rules 

4751(h) and 4754(b) relating to the 

closing process, which are effective but 

not yet implemented. On December 16, 

2014, the Exchange filed an 

immediately effective filing 3 to amend 

the processing of the Closing Cross 

under Rule 4754(b) to adopt a 

‘‘Lockdown Period,’’ the point at which 

NASDAQ will close the order book for 

participation in the Closing Cross. The 

Exchange also amended Rule 4751(h) to 

harmonize the processing of Market 

Hours Day orders 4 and Good-til-market 

close orders 5 upon initiation of the 

Lockdown Period. 

The Exchange had originally 

anticipated implementing the changes 

in mid-February 2015, after the 

expiration of the 30 day operative delay 

provided by Rule 19b–4(f)(6)(iii) under 

the Act.6 The Exchange, however, has 

experienced unanticipated delay in the 

development of the changes to its 

systems, which has made the original 

implementation date unachievable. The 

Exchange believes it will be able to 

implement the changes on April 13, 

2015, and is providing notice of the 

delay and new implementation date. 

2. Statutory Basis 

NASDAQ believes that the proposed 

rule change is consistent with the 

provisions of section 6 of the Act, in 

general, and with section 6(b)(5) of the 

Act, in particular, because it 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 is 

not designed to permit unfair 

discrimination between customers, 


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