Federal Register / Vol. 80, No. 38 / Thursday, February 26, 2015 / Notices 10553 

11 15 U.S.C. 78s(b)(3)(A). 

12 17 CFR 240.19b–4(f)(6)(iii). As required under 

Rule 19b–4(f)(6)(iii), the Exchange provided the 

Commission with written notice of its intent to file 

the proposed rule change, along with a brief 

description and the text of the proposed rule 

change, at least five business days prior to the date 

of filing of the proposed rule change, or such 

shorter time as designated by the Commission. 

13For purposes only of waiving the 30-day 

operative delay, the Commission has also 

considered the proposed rule’s impact on 

efficiency, competition, and capital formation. See 

15 U.S.C. 78c(f). 

14 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were either 

solicited or received. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Because the proposed rule change 

does not (i) significantly affect the 

protection of investors or the public 

interest; (ii) impose any significant 

burden on competition; and (iii) become 

operative for 30 days from the date on 

which it was filed, or such shorter time 

as the Commission may designate if 

consistent with the protection of 

investors and the public interest, the 

proposed rule change has become 

effective pursuant to Section 19(b)(3)(A) 

of the Act 11 and Rule 19b–4(f)(6)(iii) 

thereunder.12

The Exchange has asked the 

Commission to waive the 30-day 

operative delay so that the proposal may 

become operative immediately upon 

filing. The Commission believes that 

waiving the 30-day operative delay is 

consistent with the protection of 

investors and the public interest, as it 

will allow the obvious error pilot 

program to continue uninterrupted 

while the industry gains further 

experience operating under the Plan, 

and avoid any investor confusion that 

could result from a temporary 

interruption in the pilot program. For 

this reason, the Commission designates 

the proposed rule change to be operative 

upon filing.13

At any time within 60 days of the 

filing of the proposed rule change, the 

Commission summarily may 

temporarily suspend such rule change if 

it appears to the Commission that such 

action is necessary or appropriate in the 

public interest, for the protection of 

investors, or otherwise in furtherance of 

the purposes of the Act. If the 

Commission takes such action, the 

Commission shall institute proceedings 

to determine whether the proposed rule 

should be approved or disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s Internet 

comment form (http://www.sec.gov/

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

NASDAQ–2015–016 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–NASDAQ–2015–016. This 

file number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

Internet Web site (http://www.sec.gov/

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for Web site viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE., 

Washington, DC 20549 on official 

business days between the hours of 

10:00 a.m. and 3:00 p.m. Copies of such 

filing also will be available for 

inspection and copying at the principal 

office of the Exchange. All comments 

received will be posted without change; 

the Commission does not edit personal 

identifying information from 

submissions. You should submit only 

information that you wish to make 

available publicly. All submissions 

should refer to File Number SR– 

NASDAQ–2015–016, and should be 

submitted on or before March 19, 2015. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.14

Jill M. Peterson, 

Assistant Secretary. 

[FR Doc. 2015–03959 Filed 2–25–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–74343; File No. SR–BX– 

2015–011] 

Self-Regulatory Organizations; 

NASDAQ OMX BX, Inc.; Notice of Filing 

and Immediate Effectiveness of 

Proposed Rule Change To Amend the 

Fee Schedule Under Exchange Rule 

7018(a) With Respect to Transactions 

in Securities Priced at $1 or More per 

Share 

February 20, 2015. 

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

Securities Exchange Act of 1934 

(‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on February 

9, 2015, NASDAQ OMX BX, Inc. (‘‘BX’’ 

or ‘‘Exchange’’) filed with the Securities 

and Exchange Commission (‘‘SEC’’ or 

‘‘Commission’’) the proposed rule 

change as described in Items I, II, and 

III, below, which Items have been 

prepared by the Exchange. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to amend the 

fee schedule under Exchange Rule 

7018(a) with respect to transactions in 

securities priced at $1 or more per 

share. 

The text of the proposed rule change 

is also available on the Exchange’s Web 

site at http://

nasdaqomxbx.cchwallstreet.com, at the 

principal office of the Exchange, and at 

the Commission’s Public Reference 

Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

Exchange included statements 

concerning the purpose of and basis for 

the proposed rule change and discussed 

any comments it received on the 

proposed rule change. The text of these 


rmajette on DSK2VPTVN1PROD with NOTICES
10554 Federal Register / Vol. 80, No. 38 / Thursday, February 26, 2015 / Notices 

3Tier 1 has more stringent qualification 

requirements than Tier 2. Consequently, QMMs 

qualifying for Tier 1 are assessed a charge of 

$0.0014 per share executed whereas those 

qualifying for Tier 2 are assessed a charge of 

$0.0017 per share executed for providing displayed 

liquidity. 

4Consolidated Volume is defined as the total 

consolidated volume reported to all consolidated 

transaction reporting plans by all exchanges and 

trade reporting facilities during a month in equity 

securities, excluding executed orders with a size of 

less than one round lot. For purposes of calculating 

Consolidated Volume and the extent of a member’s 

trading activity, expressed as a percentage of or 

ratio to Consolidated Volume, the date of the 

annual reconstitution of the Russell Investments 

Indexes shall be excluded from both total 

Consolidated Volume and the member’s trading 

activity. See Rule 7018(a). 

5The Exchange notes that it provides reduced 

fees for providing midpoint liquidity through 

Midpoint Peg orders. See Rule 7018(a). 

6 15 U.S.C. 78f. 

7 15 U.S.C. 78f(b)(4) and (5). 

statements may be examined at the 

places specified in Item IV below. The 

Exchange has prepared summaries, set 

forth in sections A, B, and C below, of 

the most significant aspects of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange is proposing to amend 

BX Rule 7018(a) to provide an 

additional means by which a member 

firm may qualify for Tier 1 of the 

Qualified Market Maker (‘‘QMM’’) 

program. The QMM program provides 

incentives to Exchange members to 

improve the market by quoting at 

certain levels for a minimum time. A 

QMM is a member firm that makes a 

significant contribution to market 

quality by providing liquidity at the 

national best bid and offer (‘‘NBBO’’) in 

a large number of stocks for a significant 

portion of the day. The designation 

reflects the QMM’s commitment to 

provide meaningful and consistent 

support to market quality and price 

discovery by extensive quoting at the 

NBBO in a large number of securities. In 

return, qualifying members receive a 

reduced charge for displayed liquidity 

provided. There are two QMM tiers 

under Rule 7018(a), which provide 

different levels of reduced charges for 

providing displayed liquidity based on 

the contribution the QMM makes to 

market quality.3

Currently, to qualify for Tier 1 of the 

QMM program, a member firm must 

have (i) shares of liquidity provided and 

(ii) total shares of liquidity accessed and 

provided in all securities through one or 

more of its NASDAQ OMX BX Equities 

System MPIDs that represent more than 

0.40% and 0.50%, respectively, of 

Consolidated Volume.4 For a member 

qualifying under this method, the 

member must have at least one 

Qualified MPID that is an MPID through 

which, for at least 150 securities, the 

QMM quotes at the NBBO an average of 

at least 25% of the time during regular 

market hours (9:30 a.m. through 4:00 

p.m.) during the month. Alternatively, a 

member firm may qualify for Tier 1 if 

it has (i) shares of liquidity provided 

and (ii) total shares of liquidity accessed 

and provided in all securities through 

one or more of its NASDAQ OMX BX 

Equities System MPIDs that represent 

more than 0.30% and 0.45%, 

respectively, of Consolidated Volume 

during the month. For a member 

qualifying under this method, the 

member must have at least one 

Qualified MPID that is an MPID through 

which, for at least 400 securities, the 

Qualified Market Maker quotes at the 

NBBO an average of at least 25% of the 

time during regular market hours (9:30 

a.m. through 4:00 p.m.) during the 

month. To qualify under Tier 2 of the 

QMM program, a member firm must 

have at least one Qualified MPID, that 

is, an MPID through which, for at least 

300 securities, the QMM quotes at the 

NBBO an average of at least 75% of the 

time during the regular market hours 

(9:30 a.m. through 4:00 p.m.) during the 

month. BX is proposing to add a new 

alternative means to qualifying for Tier 

1 of the QMM program. 

Under the new Tier 1 qualification 

standard, a member firm must have (i) 

shares of liquidity provided and (ii) 

total shares of liquidity accessed and 

provided in all securities through one or 

more of its NASDAQ OMX BX Equities 

System MPIDs that represent more than 

0.20% and 0.30%, respectively, of 

Consolidated Volume during the month. 

For a member qualifying under this 

method, the member must have at least 

one Qualified MPID, that is, an MPID 

through which, for at least 200 

securities, the QMM quotes at the NBBO 

an average of at least 50% of the time 

during regular market hours (9:30 a.m. 

through 4:00 p.m.) during the month. 

The member must also provide an 

average daily volume of 1.5 million 

shares or more using orders with 

midpoint pegging during the month. 

The Exchange notes that the percentages 

of total shares of liquidity accessed and 

provided in all securities through its 

MPIDs is lower than both of the other 

two Tier 1 standards, and is higher than 

the related Tier 2 standard, which has 

no such requirement. In addition, the 

number of securities that the QMM must 

quote at the NBBO is lower than one of 

the Tier 1 standards and the Tier 2 

standard, although it is higher than the 

other Tier 1 standard. Lastly, the 

amount of time that a member firm must 

quote at the NBBO in those securities is 

higher in the proposed new Tier 1 

standard, but lower than Tier 2 

standard. Unlike all of the current Tier 

1 and Tier 2 standards, the new 

proposed Tier 1 standard requires a 

member firm to also provide an average 

daily volume of 1.5 million shares or 

more using orders with midpoint 

pegging during the month. The 

Exchange notes that although displayed 

orders are generally preferred to nondisplayed orders because they assist in 

price discovery, the use of midpoint 

orders should also be encouraged 

through pricing incentives because they 

provide price improvement. 

Accordingly, adding an additional 

requirement that provides an incentive 

to provide midpoint pegging orders is 

consistent with the QMM program’s 

goal of improving the market on BX.5

The Exchange is implementing the 

proposed change on February 9, 2015. 

The calculations of the rule, however, 

are based on a full month’s trading. As 

such, for the abbreviated first month 

that the new rule is effective, the 

Exchange is basing the calculations of 

the criteria of the new standard on the 

trading that occurs during the effective 

date through the end of the month. 

Otherwise, all member firms would be 

penalized by the shorter timeframe in 

which to meet the standard. 

2. Statutory Basis 

BX believes that the proposed rule 

change is consistent with the provisions 

of Section 6 of the Act,6 in general, and 

with Sections 6(b)(4) and 6(b)(5) of the 

Act,7 in particular, in that it provides for 

the equitable allocation of reasonable 

dues, fees and other charges among 

members and issuers and other persons 

using any facility or system which the 

Exchange operates or controls, and is 

designed to prevent fraudulent and 

manipulative acts and practices, to 

promote just and equitable principles of 

trade, to foster cooperation and 

coordination with persons engaged in 

regulating, clearing, settling, processing 

information with respect to, and 

facilitating transactions in securities, to 

remove impediments to and perfect the 

mechanism of a free and open market 

and a national market system, and, in 

general, to protect investors and the 

public interest; and are not designed to 

permit unfair discrimination between 

customers, issuers, brokers, or dealers. 


rmajette on DSK2VPTVN1PROD with NOTICES
Federal Register / Vol. 80, No. 38 / Thursday, February 26, 2015 / Notices 10555 

8 15 U.S.C. 78f(b)(8). 

9 15 U.S.C. 78s(b)(3)(A). 

10 17 CFR 240.19b–4(f). 

The Exchange believes that the 

proposed change is reasonable because 

it provides a further incentive to BX 

member firms to enhance the quality of 

the market by providing meaningful 

improvement, to the benefit of all 

market participants. The Exchange also 

believes that the proposed criteria of the 

new qualification standard are both 

reasonable and an equitable allocation 

because they are comparable to the 

other two means of qualifying for Tier 

1. Although some requirements are 

lower than those of the current 

standards, the Exchange has added an 

additional mid-point pegging 

requirement, which the Exchange 

believes makes the new standard as 

stringent as the existing standards, and 

more so than the Tier 2 standard. As a 

consequence, all member firms that 

qualify under the new standard will 

receive the benefits of the Tier and those 

that do qualify under the new standard 

have provided comparable market 

improvement as other member firms 

that qualify under the other standards of 

Tier 1. The Exchange also believes that 

it is reasonable and an equitable 

allocation of the fee to consider only 

Consolidated Volume that accrued 

during the time that the new Tier 1 

standard is effective for the month of 

February 2015. As noted, the Exchange 

is implementing the new standard on 

February 9, 2015. Various criteria under 

the new standard compare the trading 

that the member firm does during the 

month against monthly totals of 

Consolidated Volume for the full month. 

Solely for the purpose of calculating 

eligibility for the abbreviated month of 

February 2015, the Exchange is only 

considering the member’s activity and 

Consolidated Volume for the time that 

the rule is effective on February 9th 

through the end of the month. The 

exchange believes that by doing so, all 

member firms will have the opportunity 

to qualify under the new standard 

without penalty for the abbreviated time 

to reach the levels of trading required by 

the rule. 

Lastly, the Exchange believes that the 

proposed change further perfects the 

mechanism of a free and open market by 

increasing the means by which a 

member firm may qualify for this 

beneficial, market improving program. 

The new standard is based on an 

alternative mix of market-improving 

order activity. Accordingly, to the extent 

that the new standard increases the 

number of member firms that qualify 

under the tier, market quality will 

increase. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule changes will result in 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act, as amended.8

BX notes that it operates in a highly 

competitive market in which market 

participants can readily favor over 40 

different competing exchanges and 

alternative trading systems if they deem 

fee levels at a particular venue to be 

excessive, or rebate opportunities 

available at other venues to be more 

favorable. In such an environment, BX 

must continually adjust its fees to 

remain competitive with other 

exchanges. Because competitors are free 

to modify their own fees in response, 

and because market participants may 

readily adjust their order routing 

practices, BX believes that the degree to 

which fee changes in this market may 

impose any burden on competition is 

extremely limited. 

In this instance, the addition of the 

new Tier 1 QMM standard provides an 

additional means for member firms to 

improve the market to gain the benefit 

of the reduced charge for adding 

displayed liquidity. Member firms are 

not compelled to participate in the 

program if they deem the requirements 

too burdensome to justify the reduced 

charge. Accordingly, the Exchange does 

not believe that the proposed changes 

will impair the ability of member firms 

or competing order execution venues to 

maintain their competitive standing in 

the financial markets. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were either 

solicited or received. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The foregoing change has become 

effective pursuant to Section 19(b)(3)(A) 

of the Act 9 and paragraph (f) of Rule 

19b–4 10 thereunder. At any time within 

60 days of the filing of the proposed rule 

change, the Commission summarily may 

temporarily suspend such rule change if 

it appears to the Commission that such 

action is necessary or appropriate in the 

public interest, for the protection of 

investors, or otherwise in furtherance of 

the purposes of the Act. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s Internet 

comment form (http://www.sec.gov/

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

BX–2015–011 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Brent J. Fields, Secretary, Securities 

and Exchange Commission, 100 F Street 

NE., Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–BX–2015–011. This file 

number should be included on the 

subject line if email is used. 

To help the Commission process and 

review your comments more efficiently, 

please use only one method. The 

Commission will post all comments on 

the Commission’s Internet Web site 

(http://www.sec.gov/rules/sro.shtml). 

Copies of the submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for Web site viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE., 

Washington, DC 20549, on official 

business days between the hours of 

10:00 a.m. and 3:00 p.m. Copies of such 

filing also will be available for 

inspection and copying at the principal 

office of the Exchange. All comments 

received will be posted without change; 

the Commission does not edit personal 

identifying information from 

submissions. You should submit only 

information that you wish to make 

available publicly. All submissions 

should refer to File Number SR–BX– 

2015–011, and should be submitted on 

or before March 19, 2015. 


rmajette on DSK2VPTVN1PROD with NOTICES
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. 


rmajette on DSK2VPTVN1PROD with NOTICES