572 Federal Register / Vol. 80, No. 3 / Tuesday, January 6, 2015 / Notices 

13 17 CFR 240.19b–4(f)(6)(iii). 

14For purposes only of waiving the 30-day 

operative delay, the Commission has considered the 

proposed rule’s impact on efficiency, competition, 

and capital formation. See 15 U.S.C. 78c(f). 

15 17 CFR 200.30–3(a)(12). 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4A Managed Fund Share is a security that 

represents an interest in an investment company 

registered under the Investment Company Act of 

1940 (15 U.S.C. 80a–1) (‘‘1940 Act’’) organized as 

an open-end investment company or similar entity 

that invests in a portfolio of securities selected by 

its investment adviser consistent with its 

investment objectives and policies. In contrast, an 

open-end investment company that issues 

Investment Company Units, listed and traded on 

the Exchange under NYSE Arca Equities Rule 

5.2(j)(3), seeks to provide investment results that 

correspond generally to the price and yield 

performance of a specific foreign or domestic stock 

index, fixed income securities index or combination 

thereof. 

5The Commission has previously approved 

listing and trading on the Exchange of a number of 

actively managed funds under Rule 8.600. See, e.g., 

Securities Exchange Act Release Nos. 57801 (May 

8, 2008), 73 FR 27878 (May 14, 2008) (SR– 

NYSEArca–2008–31) (order approving Exchange 

listing and trading of twelve actively-managed 

filing. However, Rule 19b–4(f)(6)(iii) 13

permits the Commission to designate a 

shorter time if such action is consistent 

with the protection of investors and the 

public interest. 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 

because the clarification of the right to 

indemnification may enhance the ability 

of the relevant officers of ICE to carry 

out their responsibilities as such, 

including their responsibilities under 

the Exchange Act, without delay. 

Therefore, the Commission hereby 

waives the operative delay and 

designates the proposed rule change 

operative upon filing.14

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– 

NYSE–2014–67 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–NYSE–2014–67. 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–NYSE– 

2014–67, and should be submitted on or 

before January 27, 2015. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.15

Brent J. Fields, 

Secretary. 

[FR Doc. 2014–30898 Filed 1–5–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–73958; File No. SR– 

NYSEArca–2014–143] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing of Proposed 

Rule Change Relating to Listing and 

Trading of Shares of the SPDR®

DoubleLine Total Return Tactical ETF 

Under NYSE Arca Equities Rule 8.600 

December 30, 2014. 

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

Securities Exchange Act of 1934 (the 

‘‘Act’’) 2 and Rule 19b–4 thereunder,3

notice is hereby given that, on December 

17, 2014, NYSE Arca, Inc. (the 

‘‘Exchange’’ or ‘‘NYSE Arca’’) filed with 

the Securities and Exchange 

Commission (the ‘‘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 list and 

trade shares of the SPDR® DoubleLine 

Total Return Tactical ETF under NYSE 

Arca Equities Rule 8.600 (‘‘Managed 

Fund Shares’’). The text of the proposed 

rule change is available on the 

Exchange’s Web site at www.nyse.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 

self-regulatory organization 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 those 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 parts 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 proposes to list and 

trade shares (’’Shares’’) of the following 

under NYSE Arca Equities Rule 8.600, 

which governs the listing and trading of 

Managed Fund Shares: 4 SPDR®

DoubleLine Total Return Tactical ETF 

(‘‘Fund’’).5 The Shares will be offered by 


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Federal Register / Vol. 80, No. 3 / Tuesday, January 6, 2015 / Notices 573 

funds of the WisdomTree Trust); 62502 (July 15, 

2010), 75 FR 42471 (July 21, 2010) (SR–NYSEArca– 

2010–57) (order approving listing and trading of 

AdviserShares WCM/BNY Mellon Focused Growth 

ADR ETF); 63076 (October 12, 2010), 75 FR 63874 

(October 18, 2010) (SR–NYSEArca–2010–79) (order 

approving listing and trading of Cambria Global 

Tactical ETF); 71540 (February 12, 2014), 79 FR 

9515 (February 19, 2014) (SR–NYSEArca–2013– 

138) (order approving listing and trading of shares 

of the iShares Enhanced International Large-Cap 

ETF and iShares Enhanced International Small-Cap 

ETF). 

6The Trust is registered under the 1940 Act. On 

May 30, 2014, the Trust filed with the Commission 

an amendment to its registration statement on Form 

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

Act’’) (15 U.S.C. 77a), and under the 1940 Act 

relating to the Fund (File Nos. 333–173276 and 

811–22542) (‘‘Registration Statement’’). The 

description of the operation of the Trust and the 

Fund herein is based, in part, on the Registration 

Statement. In addition, the Commission has issued 

an order granting certain exemptive relief to the 

Trust under the 1940 Act. See Investment Company 

Act Release No. 29524 (December 13, 2010) (File 

No. 812–13487) (‘‘Exemptive Order’’). 

7An investment adviser to an open-end fund is 

required to be registered under the Investment 

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

result, the Adviser and 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. 

8The 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. 

9The 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 Sub-Adviser will 

manage the investments of the Portfolio. Under the 

master-feeder arrangement, and pursuant to the 

Investment Advisory Agreement between the 

Adviser and the Trust, investment advisory fees 

charged at the Portfolio level 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. 

10 Generally, as used in this proposed rule 

change, the terms debt security, debt obligation, 

bond, fixed income instrument and fixed income 

security are used interchangeably. These terms 

should be considered to include any evidence of 

indebtedness, including, by way of example, a 

security or instrument having one or more of the 

following characteristics: A security or instrument 

issued at a discount to its face value, a security or 

instrument that pays interest at a fixed, floating, or 

variable rate, or a security or instrument with a 

stated principal amount that requires repayment of 

some or all of that principal amount to the holder 

of the security. These terms are interpreted broadly 

to include any instrument or security evidencing 

what is commonly referred to as an IOU rather than 

evidencing the corporate ownership of equity 

unless that equity represents an indirect or 

derivative interest in one or more debt securities. 

For this purpose, the terms also include 

instruments that are intended to provide one or 

more of the characteristics of a direct investment in 

one or more debt securities. 

SSgA Active ETF Trust (the ‘‘Trust’’), 

which is organized as a Massachusetts 

business trust and is registered with the 

Commission as an open-end 

management investment company.6

SSgA Funds Management, Inc. will 

serve as the investment adviser to the 

Fund (the ‘‘Adviser’’ or ‘‘SSgA FM’’). 

DoubleLine Capital L.P. will be the 

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

State Street Global Markets, LLC (the 

‘‘Distributor’’) will be the principal 

underwriter and distributor of the 

Fund’s Shares. State Street Bank and 

Trust Company (the ‘‘Administrator’’, 

‘‘Custodian’’ or ‘‘Transfer Agent’’) will 

serve as administrator, custodian and 

transfer agent for the Fund. 

Commentary .06 to Rule 8.600 

provides that, if the investment adviser 

to the investment company issuing 

Managed Fund Shares is affiliated with 

a broker-dealer, such investment adviser 

shall erect a ‘‘fire wall’’ between the 

investment adviser and the brokerdealer with respect to access to 

information concerning the composition 

and/or changes to such investment 

company portfolio. In addition, 

Commentary .06 further requires that 

personnel who make decisions on the 

open-end fund’s portfolio composition 

must be subject to procedures designed 

to prevent the use and dissemination of 

material nonpublic information 

regarding the open-end fund’s 

portfolio.7 Commentary .06 to Rule 

8.600 is similar to Commentary .03(a)(i) 

and (iii) to NYSE Arca Equities Rule 

5.2(j)(3); however, Commentary .06 in 

connection with the establishment of a 

‘‘fire wall’’ between the investment 

adviser and the broker-dealer reflects 

the applicable open-end fund’s 

portfolio, not an underlying benchmark 

index, as is the case with index-based 

funds. The Adviser and Sub-Adviser are 

not registered as a broker-dealer but the 

Adviser is affiliated with a broker-dealer 

and has implemented a ‘‘fire wall’’ with 

respect to such broker-dealer regarding 

access to information concerning the 

composition and/or changes to the 

Fund’s portfolio. The Sub-Adviser is not 

affiliated with a broker-dealer. 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 sub-adviser is a 

registered broker-dealer or becomes 

affiliated with a broker-dealer, it will 

implement a fire wall with respect to its 

relevant personnel or broker-dealer 

affiliate regarding access to information 

concerning the composition and/or 

changes to the portfolio, and will be 

subject to procedures designed to 

prevent the use and dissemination of 

material non-public information 

regarding such portfolio. 

SPDR® DoubleLine Total Return 

Tactical ETF 

Principal Investments 

According to the Registration 

Statement, the investment objective of 

the Fund will be to maximize total 

return. Under normal circumstances,8

the Fund will invest all of its assets in 

the SSgA DoubleLine Total Return 

Tactical Portfolio (the ‘‘Portfolio’’), a 

separate series of the SSgA Master Trust 

with an identical investment objective 

as the Fund. As a result, the Fund will 

invest indirectly in all of the securities 

and assets owned by the Portfolio.9

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, as described further below.10

Fixed income securities in which the 

Portfolio principally will invest include 

the following, as discussed further 

below: 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 


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574 Federal Register / Vol. 80, No. 3 / Tuesday, January 6, 2015 / Notices 

11The term asset-backed securities is used by the 

Fund to describe securities backed by installment 

contracts, credit-card receivables or other assets but 

does not include either residential or commercial 

mortgage-backed 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. 

12The 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. 

13 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. 

14TBA 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. 

(‘‘ABS’’); 11 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. 

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 United States 

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. 

The Portfolio may invest up to 20% 

of its net assets in the aggregate in nonagency RMBS, CMBS and ABS. 

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 Portfolio may invest in corporate 

bonds.12 The 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. Such corporate bonds may 

be investment grade or may be below 

investment grade. 

The Portfolio may invest in sovereign 

debt. Sovereign 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. Sovereign debt 

obligations 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 Sub-Adviser 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 

Sub-Adviser. 

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 Sub-Adviser also will monitor the 

duration of the securities held by the 

Portfolio to seek to mitigate exposure to 

interest rate risk.13 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. 

The Portfolio may invest in U.S. 

Government obligations. U.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. 

The Portfolio may invest in TIPS of 

the U.S. Treasury, as well as TIPS of 

major governments and emerging 

market countries, excluding the United 

States. TIPS are a type of security issued 

by a government that are designed to 

provide inflation protection to investors. 

The Portfolio may invest a substantial 

portion of its assets in U.S. agency 

mortgage pass-through securities. The 

term ‘‘U.S. agency mortgage passthrough 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. 

The Portfolio will seek to obtain 

exposure to U.S. agency mortgage passthrough securities primarily through the 

use of ‘‘to-be-announced’’ or ‘‘TBA 

transactions.’’ ‘‘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 mortgagebacked security. Most transactions in 

mortgage pass-through securities occur 

through the use of TBA transactions.14

The Portfolio may invest in bank 

loans, 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. Bank 

loans typically pay interest at rates 

which are re-determined periodically on 

the basis of a floating base lending rate 

(such as the London Inter-Bank 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. The 

Portfolio may invest in both secured and 

unsecured loans. 

The Portfolio may invest in 

collateralized loan obligations (‘‘CLOs’’). 

A CLO is a financing company 

(generally called a Special Purpose 


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15See note 21 and accompanying text, infra. 

16For 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 (e.g., 2X or 3X). 

17 Income from QPTPs is generally 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. 

18 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. 

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 

incidental to investments in bank loans. 

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 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. 

Non-Principal Investments 

While the Adviser and Sub-Adviser, 

under normal circumstances, will invest 

at least 80% of the Portfolio’s net assets 

in fixed income securities as described 

above, 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. 

According to the Registration 

Statement, 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. 

The Fund may (either directly or 

through its investments in its 

corresponding Portfolio) invest in the 

following types of investments: Money 

market instruments, such as repurchase 

agreements, money market funds 

(including money market funds 

managed by the Adviser), and 

commercial paper. 

The Portfolio may invest in preferred 

securities traded on an exchange or 

over-the-counter (‘‘OTC’’). Preferred 

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. 

The Portfolio may invest in 

convertible securities traded on an 

exchange or OTC. Convertible 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. 

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. An ‘‘emerging market 

country’’ is a country that, at the time 

the Fund invests in the related fixed 

income instruments, is classified as an 

emerging or developing economy by any 

supranational organization such as the 

International Bank of Reconstruction 

and Development or any affiliate thereof 

(the ‘‘World Bank’’) or the United 

Nations, or related entities, or is 

considered an emerging market country 

for purposes of constructing a major 

emerging market securities index. 

The Portfolio may invest in 

‘‘Restricted Securities’’. Restricted 

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.15

The Portfolio may invest in exchange 

traded products (‘‘ETPs’’), which 

include exchange traded funds (‘‘ETFs’’) 

registered under the 1940 Act; exchange 

traded commodity trusts; and exchange 

traded notes (‘‘ETNs’’). The Adviser may 

receive management or other fees from 

the ETPs (‘‘Affiliated ETPs’’) in which 

the Portfolio or Fund may invest, as 

well as a management fee for managing 

the Fund.16

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. 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.17

The Portfolio may purchase exchangetraded common stocks and exchangetraded 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’’).18

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. 


tkelley on DSK3SPTVN1PROD with NOTICES
576 Federal Register / Vol. 80, No. 3 / Tuesday, January 6, 2015 / Notices 

19Swap 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. 

20The Portfolio will enter into CDS agreements 

only with counterparties that meet certain 

standards of creditworthiness. 

21The 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 

The Portfolio may invest in municipal 

securities, which are securities issued 

by states, municipalities and other 

political subdivisions, agencies, 

authorities and instrumentalities of 

states and multi-state agencies or 

authorities. The municipal securities 

which the Portfolio may purchase 

include general obligation bonds and 

limited obligation bonds (or revenue 

bonds), including industrial 

development bonds issued pursuant to 

former federal tax law. 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. Limited 

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. 

Also included within the general 

category of municipal securities are 

municipal leases, certificates of 

participation in such lease obligations 

or installment purchase contract 

obligations. 

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 19 (including interest rate 

swaps, total return swaps, excess return 

swaps, and credit default swaps). The 

Portfolio will segregate cash and/or 

appropriate liquid assets if required to 

do so by Commission or Commodity 

Futures Trading Commission (‘‘CFTC’’) 

regulation or interpretation. 

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. This value is obtained 

by delivering a debt security of the 

reference issuer to the party in return for 

a previously agreed payment from the 

other party (frequently, the par value of 

the debt security).20

CDSs 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. The Portfolio 

will segregate assets necessary to meet 

any accrued payment obligations when 

it is the buyer of CDSs. In cases where 

the Portfolio is a seller of a CDS, if the 

CDS is physically settled, the Portfolio 

will be required to segregate the full 

notional amount of the CDS. Such 

segregation will not limit the Portfolio’s 

exposure to loss. 

The Portfolio may invest in variable 

and floating rate securities. 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. The 

Portfolio may also purchase floating rate 

securities. A 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. 

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. A 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). 

The Portfolio may enter into reverse 

repurchase agreements, which 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. 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 short-term 

instruments, including money market 

instruments, (including money market 

funds advised by the Adviser), 

repurchase agreements, cash and cash 

equivalents, on an ongoing basis to 

provide liquidity or for other reasons. 

Money market instruments are generally 

short-term 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 

(‘‘CDs’’), 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) with 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) shortterm 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. Any of 

these instruments may be purchased on 

a current or a forward-settled basis. 

Time deposits are non-negotiable 

deposits maintained in banking 

institutions for specified periods of time 

at stated interest rates. Bankers’ 

acceptances are time drafts drawn on 

commercial banks by borrowers, usually 

in connection with international 

transactions. 

Investment Restrictions 

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.21 The Fund will 


tkelley on DSK3SPTVN1PROD with NOTICES
Federal Register / Vol. 80, No. 3 / Tuesday, January 6, 2015 / Notices 577 

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). 

22The Commission has stated that long-standing 

Commission guidelines have required open-end 

funds to hold no more than 15% of their net assets 

in illiquid securities and other illiquid assets. See 

Investment Company Act Release No. 28193 (March 

11, 2008), 73 FR 14618 (March 18, 2008), footnote 

34. See also, Investment Company Act Release No. 

5847 (October 21, 1969), 35 FR 19989 (December 

31, 1970) (Statement Regarding ‘‘Restricted 

Securities’’); Investment Company Act Release No. 

18612 (March 12, 1992), 57 FR 9828 (March 20, 

1992) (Revisions of Guidelines to Form N–1A). A 

fund’s portfolio security is illiquid if it cannot be 

disposed of in the ordinary course of business 

within seven days at approximately the value 

ascribed to it by the fund. See Investment Company 

Act Release No. 14983 (March 12, 1986), 51 FR 

9773 (March 21, 1986) (adopting amendments to 

Rule 2a–7 under the 1940 Act); Investment 

Company Act Release No. 17452 (April 23, 1990), 

55 FR 17933 (April 30, 1990) (adopting Rule 144A 

under the Securities Act). 

23The diversification standard is set forth in 

Section 5(b)(1) of the 1940 Act. 24See Form N–1A, Item 9. The Commission has 

taken the position that a fund is concentrated if it 

invests more than 25% of the value of its total 

assets in any one industry. See, e.g., Investment 

Company Act Release No. 9011 (October 30, 1975), 

40 FR 54241 (November 21, 1975). 25 26 U.S.C. 851. 

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.22

According to the Registration 

Statement, 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.23

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.24

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 1986.25

The Fund’s investments will be 

consistent with its investment objective 

and will not be used to enhance 

leverage. 

Net Asset Value 

The Fund will calculate net asset 

value (‘‘NAV’’) using the NAV of the 

Portfolio. To the extent that the Fund 

invests in instruments other than those 

in the Portfolio, the Fund will calculate 

its NAV based on all assets. 

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. 

Expenses and fees, including the 

management fees, will be accrued daily 

and taken into account for purposes of 

determining NAV. The NAV of the 

Portfolio will be calculated by the 

Custodian and determined as of the 

close of the regular trading session on 

the New York Stock Exchange (‘‘NYSE’’) 

(ordinarily 4:00 p.m. Eastern time) on 

each day that such exchange is open. 

Fixed-income assets will generally be 

valued as of the announced closing time 

for trading in fixed-income instruments 

in a particular market or exchange. Any 

assets or liabilities denominated in 

currencies other than the U.S. dollar 

will be converted into U.S. dollars at 

market rates on the date of valuation 

(generally as of 4:00 p.m. London time) 

as quoted by one or more sources. 

In calculating the Portfolio’s NAV per 

Share, the Portfolio’s investments will 

generally be valued using market 

valuations. A market valuation generally 

means a valuation (i) obtained from an 

exchange, a pricing service, or a major 

market maker (or dealer), (ii) based on 

a price quotation or other equivalent 

indication of value supplied by an 

exchange, a pricing service, or a major 

market maker (or dealer), or (iii) based 

on amortized cost. In the case of shares 

of other funds that are not traded on an 

exchange, a market valuation means 

such fund’s published NAV per share. 

The Adviser may use various pricing 

services, or discontinue the use of any 

pricing service, as approved by the 

Board of the SSgA Master Trust from 

time to time. A price obtained from a 

pricing service based on such pricing 

service’s valuation matrix may be 

considered a market valuation. 

Common stocks and other exchangetraded 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. 

Unsponsored ADRs, which are traded in 

the OTC market, will be valued at the 

last reported sale price from the OTC 

Bulletin Board or OTC Link LLC on the 

valuation date. OTC-traded preferred 

securities and OTC-traded convertible 

securities will be valued based on price 

quotations obtained from a brokerdealer who makes markets in such 

securities or other equivalent 

indications of value provided by a thirdparty pricing service. 

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. 

According to the Adviser, 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; 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 


tkelley on DSK3SPTVN1PROD with NOTICES
578 Federal Register / Vol. 80, No. 3 / Tuesday, January 6, 2015 / Notices 

26 If a security’s market price is not readily 

available or does not otherwise accurately reflect 

the fair value of the security, the security will be 

valued by another method that the Board believes 

will better reflect fair value in accordance with the 

Trust’s valuation policies and procedures and in 

accordance with the 1940 Act. The Board has 

delegated the process of valuing securities for 

which market quotations are not readily available 

or do not otherwise accurately reflect the fair value 

of the security to the Committee. The Committee, 

subject to oversight by the Board, may use fair value 

pricing in a variety of circumstances, including but 

not limited to, situations when trading in a security 

has been suspended or halted. Accordingly, the 

Portfolio’s NAV may reflect certain securities’ fair 

values rather than their market prices. Fair value 

pricing involves subjective judgments and it is 

possible that the fair value determination for a 

security is materially different than the value that 

could be received on the sale of the security. The 

Committee has implemented procedures designed 

to prevent the use and dissemination of material, 

non-public information regarding the Portfolio and 

the Fund. 

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. 

The Trust will generally value listed 

futures and options at the settlement 

price determined by the applicable 

exchange. Non-exchange-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 OTC-traded 

derivative instruments, such as interest 

rate swaps and credit default swaps, 

will be valued at the mean price. 

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 (‘‘Committee’’) to 

determine a security’s fair value if a 

market price is not readily available, in 

accordance with the 1940 Act.26 In 

determining such value the Committee 

may consider, among other things, (i) 

price comparisons among multiple 

sources, (ii) a review of corporate 

actions and news events, and (iii) a 

review of relevant financial indicators 

(e.g., movement in interest rates, market 

indices, and prices from the Portfolio’s 

index provider). In these cases, the 

Portfolio’s NAV may reflect certain 

portfolio securities’ fair values rather 

than their market prices. 

Creation and Redemption of Shares 

The NAV of Shares of the Fund will 

be determined once each business day, 

normally 4:00 p.m. Eastern time. The 

Creation Unit size will be 50,000 Shares 

per Creation Unit. The Trust will issue 

and sell Shares of the Fund only in 

Creation Units on a continuous basis, 

without a sales load (but subject to 

transaction fees), at their NAV per Share 

next determined after receipt of an 

order, on any business day, in proper 

form. 

The consideration for purchase of a 

Creation Unit of the Fund generally will 

consist of either (i) the in-kind deposit 

of a designated portfolio of securities 

held by the corresponding master fund 

(the ‘‘Deposit Securities’’) per each 

Creation Unit and the Cash Component 

(defined below), computed as described 

below, or (ii) the cash value of the 

Deposit Securities (‘‘Deposit Cash’’) and 

the ‘‘Cash Component,’’ computed as 

described below. When accepting 

purchases of Creation Units for cash, the 

Fund may incur additional costs 

associated with the acquisition of 

Deposit Securities that would otherwise 

be provided by an in-kind purchaser. 

Together, the Deposit Securities or 

Deposit Cash, as applicable, and the 

Cash Component constitute the ‘‘Fund 

Deposit,’’ which represents the 

minimum initial and subsequent 

investment amount for a Creation Unit 

of the Fund. The ‘‘Cash Component’’ is 

an amount equal to the difference 

between the NAV of the Shares (per 

Creation Unit) and the market value of 

the Deposit Securities or Deposit Cash, 

as applicable. If the Cash Component is 

a positive number (i.e., the NAV per 

Creation Unit exceeds the market value 

of the Deposit Securities or Deposit 

Cash, as applicable), the Cash 

Component shall be such positive 

amount. If the Cash Component is a 

negative number (i.e., the NAV per 

Creation Unit is less than the market 

value of the Deposit Securities or 

Deposit Cash, as applicable), the Cash 

Component will be such negative 

amount and the creator will be entitled 

to receive cash in an amount equal to 

the Cash Component. The Cash 

Component serves the function of 

compensating for any differences 

between the NAV per Creation Unit and 

the market value of the Deposit 

Securities or Deposit Cash, as 

applicable. 

The Custodian, through the National 

Securities Clearing Corporation 

(‘‘NSCC’’), will make available on each 

business day, immediately prior to the 

opening of business on the Exchange’s 

Core Trading Session (9:30 a.m., Eastern 

time), the list of the names and the 

required amount of each Deposit 

Security or the required amount of 

Deposit Cash, as applicable, to be 

included in the current Fund Deposit 

(based on information at the end of the 

previous business day) for the Fund. 

Such Fund Deposit is subject to any 

applicable adjustments as described in 

the Registration Statement, in order to 

effect purchases of Creation Units of the 

Fund until such time as the nextannounced composition of the Deposit 

Securities or the required amount of 

Deposit Cash, as applicable, is made 

available. 

Shares may be redeemed only in 

Creation Units at their NAV next 

determined after receipt of a redemption 

request in proper form by the Fund 

through the Transfer Agent and only on 

a business day. 

With respect to the Fund, the 

Custodian, through the NSCC, will make 

available immediately prior to the 

opening of business on the Exchange 

(9:30 a.m. Eastern time) on each 

business day, the list of the names and 

share quantities of the Fund’s portfolio 

securities that will be applicable 

(subject to possible amendment or 

correction) to redemption requests 

received in proper form on that day 

(‘‘Fund Securities’’). Fund Securities 

received on redemption may not be 

identical to Deposit Securities. 

Redemption proceeds for a Creation 

Unit will be paid either in-kind or in 

cash or a combination thereof, as 

determined by the Trust. With respect to 

in-kind redemptions of the Fund, 

redemption proceeds for a Creation Unit 

will consist of Fund Securities as 

announced by the Custodian on the 

business day of the request for 

redemption received in proper form 

plus cash in an amount equal to the 

difference between the NAV of the 

Shares being redeemed, as next 

determined after a receipt of a request 

in proper form, and the value of the 

Fund Securities (the ‘‘Cash Redemption 

Amount’’), less a fixed redemption 

transaction fee and any applicable 

additional variable charge as set forth in 

the Registration Statement. In the event 

that the Fund Securities have a value 

greater than the NAV of the Shares, a 

compensating cash payment equal to the 

differential will be required to be made 

by or through an authorized participant 

by the redeeming shareholder. 

Notwithstanding the foregoing, at the 

Trust’s discretion, an authorized 

participant may receive the 

corresponding cash value of the 

securities in lieu of the in-kind 


tkelley on DSK3SPTVN1PROD with NOTICES
Federal Register / Vol. 80, No. 3 / Tuesday, January 6, 2015 / Notices 579 

27The Bid/Ask Price of the Fund will be 

determined using the midpoint of the highest bid 

and the lowest offer on the Exchange as of the time 

of calculation of the Fund’s NAV. The records 

relating to Bid/Ask Prices will be retained by the 

Fund and its service providers. 

28Under accounting procedures followed by the 

Fund, trades made on the prior business day (‘‘T’’) 

will be booked and reflected in NAV on the current 

business day (‘‘T + 1’’). Accordingly, the Fund will 

be able to disclose at the beginning of the business 

day the portfolio that will form the basis for the 

NAV calculation at the end of the business day. 

29Premiums 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. 

30Currently, it is the Exchange’s understanding 

that several major market data vendors display and/ 

or make widely available Portfolio Indicative 

Values taken from CTA or other data feeds. 

securities value representing one or 

more Fund Securities. 

The creation/redemption order cut-off 

time for the Fund is expected to be 4:00 

p.m. Eastern time. Creation/redemption 

order cut-off times may be earlier on any 

day that the Securities Industry and 

Financial Markets Association 

(‘‘SIFMA’’) (or applicable exchange or 

market on which the Portfolio’s 

investments are traded) announces an 

early closing time. On days when the 

Exchange closes earlier than normal, the 

Fund may require orders for Creation 

Units to be placed earlier in the day. 

Availability of Information 

The Fund’s Web site 

(www.spdrs.com), which will be 

publicly available prior to the public 

offering of Shares, will include a form 

of the prospectus for the Fund that may 

be downloaded. The Fund’s Web site 

will include additional quantitative 

information updated on a daily basis, 

including, for the Fund (1) daily trading 

volume, the prior business day’s 

reported closing price, NAV and midpoint of the bid/ask spread at the time 

of calculation of such NAV (the ‘‘Bid/

Ask Price’’),27 and a calculation of the 

premium and discount of the Bid/Ask 

Price against the NAV, and (2) data in 

chart format displaying the frequency 

distribution of discounts and premiums 

of the daily Bid/Ask Price against the 

NAV, within appropriate ranges, for 

each of the four previous calendar 

quarters. On each business day, before 

commencement of trading in Shares in 

the Core Trading Session on the 

Exchange, the Fund will disclose on its 

Web site the Disclosed Portfolio as 

defined in NYSE Arca Equities Rule 

8.600(c)(2) that will form the basis for 

the Fund’s calculation of NAV at the 

end of the business day.28

The Fund’s disclosure of derivative 

positions in the Disclosed Portfolio will 

include information that market 

participants can use to value these 

positions intraday. On 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. 

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 NYSE via NSCC. The basket 

represents one Creation Unit of the 

Fund. 

Investors can also obtain the Trust’s 

Statement of Additional Information 

(‘‘SAI’’), the Fund’s Shareholder 

Reports, and the Trust’s Form N–CSR 

and Form N–SAR, filed twice a year. 

The Trust’s SAI and Shareholder 

Reports are available free upon request 

from the Trust, and those documents 

and the Form N–CSR and Form N–SAR 

may be viewed on-screen or 

downloaded from the Commission’s 

Web site at www.sec.gov. 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. Quotation and last sale 

information for the Shares will be 

available via the Consolidated Tape 

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

The intra-day, closing and settlement 

prices of common stocks and other 

exchange-traded 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. In addition, the 

Indicative Optimized Portfolio Value 

(‘‘IOPV’’),29 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.30 The 

dissemination of the IOPV, together 

with the Disclosed Portfolio, will allow 

investors to determine the value of the 

underlying portfolio of the Fund and of 

the Portfolio on a daily basis and to 

provide a close estimate of that value 

throughout the trading day. 

Additional information regarding the 

Trust and the Shares, including 

investment strategies, risks, creation and 

redemption procedures, fees, portfolio 

holdings disclosure policies, 

distributions and taxes is included in 

the Registration Statement. All terms 

relating to the Fund that are referred to, 

but not defined in, this proposed rule 


tkelley on DSK3SPTVN1PROD with NOTICES
580 Federal Register / Vol. 80, No. 3 / Tuesday, January 6, 2015 / Notices 

31See NYSE Arca Equities Rule 7.12. 

32 17 CFR 240.10A–3. 

33FINRA surveils trading on the Exchange 

pursuant to a regulatory services agreement. The 

Exchange is responsible for FINRA’s performance 

under this regulatory services agreement. 34For 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. 

change are defined in the Registration 

Statement. 

Trading Halts 

With respect to trading halts, the 

Exchange may consider all relevant 

factors in exercising its discretion to 

halt or suspend trading in the Shares of 

the Fund.31 Trading in Shares of the 

Fund will be halted if the circuit breaker 

parameters in NYSE Arca Equities Rule 

7.12 have been reached. Trading also 

may be halted because of market 

conditions or for reasons that, in the 

view of the Exchange, make trading in 

the Shares inadvisable. These may 

include: (1) The extent to which trading 

is not occurring in the securities and/or 

the financial instruments comprising 

the Disclosed Portfolio of the Fund; or 

(2) whether other unusual conditions or 

circumstances detrimental to the 

maintenance of a fair and orderly 

market are present. 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. 

Trading Rules 

The Exchange 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. Shares will trade on 

the NYSE Arca Marketplace from 4:00 

a.m. to 8:00 p.m. Eastern time in 

accordance with NYSE Arca Equities 

Rule 7.34 (Opening, Core, and Late 

Trading Sessions). The Exchange has 

appropriate rules to facilitate 

transactions in the Shares during all 

trading sessions. As provided in NYSE 

Arca Equities Rule 7.6, Commentary .03, 

the minimum price variation (‘‘MPV’’) 

for quoting and entry of orders in equity 

securities traded on the NYSE Arca 

Marketplace is $0.01, with the exception 

of securities that are priced less than 

$1.00 for which the MPV for order entry 

is $0.0001. 

The Shares will conform to the initial 

and continued listing criteria under 

NYSE Arca Equities Rule 8.600. The 

Exchange represents that, for initial 

and/or continued listing, the Fund will 

be in compliance with Rule 10A–3 32

under the Act, as provided by NYSE 

Arca Equities Rule 5.3. A minimum of 

100,000 Shares for the Fund will be 

outstanding at the commencement of 

trading on the Exchange. 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. 

Surveillance 

The Exchange 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.33 The Exchange 

represents that 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. 

The surveillances referred to above 

generally focus on detecting securities 

trading outside their normal patterns, 

which could be indicative of 

manipulative or other violative activity. 

When such situations are detected, 

surveillance analysis follows and 

investigations are opened, where 

appropriate, to review the behavior of 

all relevant parties for all relevant 

trading violations. 

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.34 In 

addition, 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 (‘‘TRACE’’). 

FINRA also can access data obtained 

from the Municipal Securities 

Rulemaking Board (‘‘MSRB’’) relating to 

municipal bond trading activity for 

surveillance purposes in connection 

with trading in the Shares. 

With the exception of unsponsored 

ADRs, which will comprise no more 

than 10% of the Fund’s net assets, 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 ISG or that have 

entered into a comprehensive 

surveillance agreement with the 

Exchange. 

In addition, the Exchange also has a 

general policy prohibiting the 

distribution of material, non-public 

information by its employees. 

Information Bulletin 

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. 

Specifically, the Bulletin will discuss 

the following: (1) The procedures for 

purchases and redemptions of Shares in 

Creation Unit aggregations (and that 

Shares are not individually redeemable); 

(2) 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; (3) 

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; (4) how 

information regarding the Portfolio 

Indicative Value and the Disclosed 

Portfolio is disseminated; (5) 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 (6) 

trading information. 

In addition, the Bulletin will 

reference that the Fund is subject to 

various fees and expenses described in 

the Registration Statement. The Bulletin 

will discuss any exemptive, no-action, 

and interpretive relief granted by the 

Commission from any rules under the 

Act. The Bulletin will also disclose that 

the NAV for the Shares will be 

calculated after 4:00 p.m. Eastern time 

each trading day. 


tkelley on DSK3SPTVN1PROD with NOTICES
Federal Register / Vol. 80, No. 3 / Tuesday, January 6, 2015 / Notices 581 

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

2. Statutory Basis 

The basis under the Act for this 

proposed rule change is the requirement 

under Section 6(b)(5) 35 that an 

exchange have rules that are designed to 

prevent fraudulent and manipulative 

acts and practices, to promote just and 

equitable principles of trade, to remove 

impediments to, and perfect the 

mechanism of a free and open market 

and, in general, to protect investors and 

the public interest. 

The Exchange believes that the 

proposed rule change is designed to 

prevent fraudulent and manipulative 

acts and practices in that the Shares will 

be listed and traded on the Exchange 

pursuant to the initial and continued 

listing criteria in NYSE Arca Equities 

Rule 8.600. The Exchange has in place 

surveillance procedures that are 

adequate to properly monitor trading in 

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. 

The Adviser and Sub-Adviser are not 

registered as a broker-dealer but the 

Adviser is affiliated with a broker-dealer 

and has implemented a ‘‘fire wall’’ with 

respect to such broker-dealer regarding 

access to information concerning the 

composition and/or changes to the 

Fund’s portfolio. The Sub-Adviser is not 

affiliated with a broker-dealer. In 

addition, the Trust’s Pricing and 

Investment Committee has implemented 

procedures designed to prevent the use 

and dissemination of material, nonpublic information regarding the 

Portfolio and the Fund. 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, 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 

securities 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 

securities 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. 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 TRACE. 

FINRA also can access data obtained 

from the MSRB relating to municipal 

bond trading activity for surveillance 

purposes in connection with trading in 

the Shares. The ETPs held by the Fund 

will be traded on U.S. national 

securities exchanges and will be subject 

to the rules of such exchanges, as 

approved by the Commission. With the 

exception of unsponsored ADRs, which 

will comprise no more than 10% of the 

Fund’s net assets, all exchange-traded 

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 ISG or that have 

entered into a comprehensive 

surveillance agreement with the 

Exchange. 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. 

The proposed rule change is designed 

to promote just and equitable principles 

of trade and to protect investors and the 

public interest in that the Exchange will 

obtain a representation from the issuer 

of the Shares that the NAV per Share 

will be calculated daily and that the 

NAV and the Disclosed Portfolio will be 

made available to all market 

participants at the same time. In 

addition, a large amount of information 

is publicly available regarding the Fund 

and the Shares, thereby promoting 

market transparency. The Fund’s 

portfolio holdings will be disclosed on 

its Web site daily after the close of 

trading on the Exchange and prior to the 

opening of trading on the Exchange the 

following day. Moreover, the IOPV will 

be widely disseminated by one or more 

major market data vendors at least every 

15 seconds during the Exchange’s Core 

Trading Session. On each business day, 

before commencement of trading in 

Shares in the Core Trading Session on 

the Exchange, the Fund will disclose on 

its Web site the Disclosed Portfolio that 

will form the basis for the Fund’s 

calculation of NAV at the end of the 

business day. Quotation and last sale 

information for the Shares will be 

available via the CTA high-speed line. 

The intra-day, closing and settlement 

prices of common stocks and other 

exchange-traded equity securities 

(including shares of preferred securities, 

convertible securities, Depositary 

Receipts, 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; U.S.- 

registered, dollar-denominated bonds of 

foreign corporations, governments, 

agencies and supra-national entities; 

corporate bonds; ABS; RMBS; CMBS; 

CLOs; variable and floating rate 

securities; TBA transactions; municipal 

securities; and short-term instruments. 

Price information regarding OTC-traded 

derivative securities, including, options, 

swaps, and spot and forward currency 

transactions, as well as equity securities 

traded in the OTC market, such as Rule 

144A Restricted Securities, is available 

from major market data vendors. The 

Web site for the Fund will include a 

form of the prospectus for the Fund and 

additional data relating to NAV and 

other applicable quantitative 

information. Moreover, prior to the 

commencement of trading, the Exchange 

will inform its Equity Trading Permit 

Holders in an Information Bulletin of 

the special characteristics and risks 

associated with trading the Shares. 

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 for reasons that, in the 

view of the Exchange, make trading in 

the Shares inadvisable, and 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. In addition, 

as noted above, investors will have 

ready access to information regarding 

the Fund’s holdings, the IOPV, the 

Disclosed Portfolio, and quotation and 

last sale information for the Shares. 

The proposed rule change is designed 

to perfect the mechanism of a free and 

open market and, in general, to protect 

investors and the public interest in that 

it will facilitate the listing and trading 

of an additional type of activelymanaged exchange-traded product that 

will enhance competition among market 


tkelley on DSK3SPTVN1PROD with NOTICES
582 Federal Register / Vol. 80, No. 3 / Tuesday, January 6, 2015 / Notices 

36 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. 73266 

(September 30, 2014), 79 FR 60207 (‘‘Notice’’). 

4See Securities Exchange Act Release No. 73621, 

79 FR 69957 (November 24, 2014). 

5See letter to SEC from James J. Angel, Associate 

Professor of Finance, Georgetown University, dated 

November 26, 2014 (‘‘Angel Letter’’). 

participants, to the benefit of investors 

and the marketplace. As noted above, 

the Exchange has in place surveillance 

procedures relating to trading in the 

Shares and may obtain information via 

ISG from other exchanges that are 

members of ISG or with which the 

Exchange has entered into a 

comprehensive surveillance sharing 

agreement. In addition, as noted above, 

investors will have ready access to 

information regarding the Fund’s 

holdings, the IOPV, the Disclosed 

Portfolio, and quotation and last sale 

information for the Shares. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will impose 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purpose of the Act. The Exchange 

notes that the proposed rule change will 

facilitate the listing and trading of an 

additional type of actively-managed 

exchange-traded product that will invest 

in multiple asset classes and that will 

enhance competition among market 

participants, to the benefit of investors 

and the marketplace. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were solicited 

or received with respect to the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Within 45 days of the date of 

publication of this notice in the Federal 

Register or within such longer period 

up to 90 days (i) as the Commission may 

designate if it finds such longer period 

to be appropriate and publishes its 

reasons for so finding or (ii) as to which 

the self-regulatory organization 

consents, the Commission will: 

(A) By order approve or disapprove 

the proposed rule change, or 

(B) institute proceedings to determine 

whether the proposed rule change 

should be 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– 

NYSEArca–2014–143 on the subject 

line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, 100 F Street NE., 

Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–NYSEArca–2014–143. This 

file number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

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

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

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

available for Web site viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE., 

Washington, DC 20549, on official 

business days between the hours of 

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

filing will also be available for 

inspection and copying at the principal 

office of the Exchange. All comments 

received will be posted without change; 

the Commission does not edit personal 

identifying information from 

submissions. You should submit only 

information that you wish to make 

available publicly. All submissions 

should refer to File Number SR– 

NYSEArca–2014–143 and should be 

submitted on or before January 27, 2015. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.36

Brent J. Fields, 

Secretary. 

[FR Doc. 2014–30894 Filed 1–5–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–73959; File No. SR– 

NASDAQ–2014–095] 

Self-Regulatory Organizations; The 

NASDAQ Stock Market LLC; Order 

Granting Approval of Proposed Rule 

Change To Provide a New Optional 

Functionality to Minimum Quantity 

Orders 

December 30, 2014. 

I. Introduction 

On September 18, 2014, The 

NASDAQ Stock Market LLC 

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

the Securities and Exchange 

Commission (‘‘Commission’’), pursuant 

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

Exchange Act of 1934 (‘‘Act’’) 1 and Rule 

19b–4 thereunder,2 a proposed rule 

change to amend NASDAQ Rule 

(‘‘Rule’’) 4751(f)(5) to provide a new 

optional functionality for Minimum 

Quantity Orders. The proposed rule 

change was published for comment in 

the Federal Register on October 6, 

2014.3 On November 18, 2014, the 

Commission extended to January 4, 

2015, the time period in which to 

approve the proposed rule change, 

disapprove the proposed rule change, or 

institute proceedings to determine 

whether the proposed rule change 

should be disapproved.4 The 

Commission received one comment 

letter regarding the proposed rule 

change.5 This order approves the 

proposed rule change. 

II. Description of the Proposal 

A Minimum Quantity Order (‘‘MQO’’) 

allows a market participant to specify a 

minimum share amount at which it will 

execute. A MQO will not execute unless 

the volume of contra-side liquidity 

available to execute against the order 

meets or exceeds the designated 

minimum. A MQO received by the 

Exchange will execute immediately if 

there is sufficient liquidity available on 

the Exchange within the limit price of 

the order. In addition, multiple orders 

may be aggregated to meet the minimum 

quantity. For example, a MQO will 

execute if the sum of the shares of one 

or more orders is equal to or greater than 

its minimum quantity. If a MQO does 


tkelley on DSK3SPTVN1PROD with NOTICES