[Federal Register Volume 78, Number 142 (Wednesday, July 24, 2013)]
[Notices]
[Pages 44609-44618]
[FR Doc No: 2013-17722]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-70005; File No. SR-NYSEARCA-2013-71]

Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing
of Proposed Rule Change To List and Trade Shares of the SPDR SSgA Ultra
Short Term Bond ETF; SPDR SSgA Conservative Ultra Short Term Bond ETF;
and SPDR SSgA Aggressive Ultra Short Term Bond ETF Under NYSE Arca
Equities Rule 8.600

July 18, 2013.
    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 July 9, 2013, 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.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
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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 following
under NYSE Arca Equities Rule 8.600: SPDR SSgA Ultra Short Term Bond
ETF; SPDR SSgA Conservative Ultra Short Term Bond ETF; and SPDR SSgA
Aggressive Ultra Short Term Bond ETF. 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 the
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to list and trade shares of the following
under NYSE Arca Equities Rule 8.600, which governs the listing and
trading of Managed Fund Shares \4\: SPDR SSgA Ultra Short Term Bond
ETF; SPDR SSgA Conservative Ultra Short Term Bond ETF; and SPDR SSgA
Aggressive Ultra Short Term Bond ETF (each, a ``Fund'' and,
collectively, the ``Funds''). The Shares will be offered by 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.\5\ SSgA Funds Management, Inc. (the
``Adviser'' or ``SSgA FM'') will serve as the investment adviser to the
Funds. State Street Global Markets, LLC (the ``Distributor'') will be
the principal underwriter and distributor of the Funds' Shares. State
Street Bank and Trust Company (the ``Administrator'', ``Custodian'' or
``Transfer Agent'') will serve as administrator, custodian and transfer
agent for the Funds.\6\
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    \4\ A Managed Fund Share is a security that represents an
interest in an investment company registered under the Investment
Company Act of 1940 (15 U.S.C. 80a-1) (``1940 Act'') organized as an
open-end investment company or similar entity that invests in a
portfolio of securities selected by its investment adviser
consistent with its investment objectives and policies. 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.
    \5\ The Trust is registered under the 1940 Act. On August 2,
2012, the Trust filed with the Commission an amendment to its
registration statement on Form N-1A under the Securities Act of 1933
(15 U.S.C. 77a) (``Securities Act''), and under the 1940 Act
relating to the Funds (File Nos. 333-173276 and 811-22542)
(``Registration Statement''). The description of the operation of
the Trust and the Funds 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 the1940
Act. See Investment Company Act Release No. 29524 (December 13,
2010) (File No. 812-13487) (``Exemptive Order'').
    \6\ The 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
funds of the WisdomTree Trust); 60981 (November 10, 2009), 74 FR
59594 (November 18, 2009) (SR-NYSEArca-2009-79) (order approving
listing and trading of five fixed income funds of the PIMCO ETF
Trust); 66343 (February 7, 2012), 77 FR 7647 (February 13, 2012)
(SR-NYSEArca-2011-85) (order approving listing and trading of SPDR
SSgAReal Assets ETF; SPDR SSgA Income Allocation ETF; SPDR
SSgAConservative Global Allocation ETF; SPDR SSgA Global Allocation
ETF; and SPDR SSgA Aggressive Global).
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    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 broker-dealer 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 is not registered as a broker-dealer but is affiliated with a
broker-dealer and has implemented a ``fire wall'' with respect to such
broker-dealer regarding access to information concerning the
composition and/or changes to the Funds' portfolios. In the event (a)
the Adviser or any sub-adviser becomes newly affiliated with a broker-
dealer, or (b) any new adviser or sub-adviser is a registered broker-
dealer or becomes affiliated with a broker-dealer, they will implement
a fire wall with respect to their relevant personnel or broker-dealer
affiliate regarding access to information concerning the composition
and/or changes to a portfolio, and will be subject to procedures
designed to prevent the use and dissemination of material non-public
information regarding such portfolio.
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    \7\ An investment adviser to an open-end fund is required to be
registered under the Investment Advisers Act of 1940 (the ``Advisers
Act''). As a result, the Adviser and its related personnel are
subject to the provisions of Rule 204A-1 under the Advisers Act
relating to codes of ethics. This Rule requires investment advisers
to adopt a code of ethics that reflects the fiduciary nature of the
relationship to clients as well as compliance with other applicable
securities laws. Accordingly, procedures designed to prevent the
communication and misuse of non-public information by an investment
adviser must be consistent with Rule 204A-1 under the Advisers Act.
In addition, Rule 206(4)-7 under the Advisers Act makes it unlawful
for an investment adviser to provide investment advice to clients
unless such investment adviser has (i) adopted and implemented
written policies and procedures reasonably designed to prevent
violation, by the investment adviser and its supervised persons, of
the Advisers Act and the Commission rules adopted thereunder; (ii)
implemented, at a minimum, an annual review regarding the adequacy
of the policies and procedures established pursuant to subparagraph
(i) above and the effectiveness of their implementation; and (iii)
designated an individual (who is a supervised person) responsible
for administering the policies and procedures adopted under
subparagraph (i) above.
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SPDR SSgA Ultra Short Term Bond ETF
    According to the Registration Statement, the SPDR SSgA Ultra Short
Term Bond ETF seeks to provide current income consistent with
preservation of capital and daily liquidity through short duration high
quality investments. Under normal circumstances,\8\ the Fund will
invest all of its assets in the SSgA Ultra Short Term Bond Portfolio
(the ``Bond 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 through the Bond Portfolio.
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    \8\ 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 man-made disaster, act of God, armed conflict, act of
terrorism, riot or labor disruption or any similar intervening
circumstance.
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    The Adviser will invest, under normal circumstances, at least 80%
of the Bond Portfolio's net assets (plus the amount of borrowings for
investment purposes) in a diversified portfolio of U.S. dollar-
denominated investment grade fixed income securities. The Bond
Portfolio primarily will invest in investment grade fixed income
securities that are rated a minimum of the lowest A rating by any
Nationally Recognized Statistical Ratings Organization (``NRSRO''), or,
if unrated, determined by the management team (who are employees of the
Adviser) to be of equivalent quality.\9\ The Bond Portfolio will invest
in fixed and floating rate securities of varying maturities,\10\ such
as corporate obligations (including commercial paper of U.S. and
foreign entities, master demand notes (subject to the 15% illiquid
securities limit), and medium term notes); government bonds (including
U.S. Treasury Bills, notes, and bonds); agency securities, including
U.S. government agency securities, and non-U.S. sovereign and
supranational debt; privately-issued securities (which, for example,
can be Rule 144A securities); asset-backed and mortgage-backed
securities; and money market instruments (including U.S. and foreign
bank time deposits, certificates of deposit, and banker acceptances).
Under normal circumstances, the effective duration of the Bond
Portfolio is expected to be between three and nine months.\11\ In
addition, the Bond Portfolio expects to maintain a weighted average
maturity between six and eighteen months.\12\ For the purposes of
determining the Bond Portfolio's weighted average maturity, a
security's final maturity date, or for amortizing securities such as
asset-backed and mortgage-backed securities, its weighted average life
will be used for calculation purposes.
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    \9\ According to the Adviser, the Adviser may determine that
unrated securities are of ``equivalent quality'' based on such
credit quality factors that it deems appropriate, which may include,
among other things, performing an analysis similar, to the extent
possible, to that performed by an NRSRO when rating similar
securities and issuers. In making such a determination, the Adviser
may consider internal analyses and risk ratings, third party
research and analysis, and other sources of information, as deemed
appropriate by the Adviser.
    \10\ 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.
    \11\ Effective duration is a measure of the Bond Portfolio's
price sensitivity to changes in yields or interest rates. Duration
will be a distinguishing factor among the Funds, and each of the
Funds' respective portfolios will have different effective
durations, as described below.
    \12\ Weighted average maturity is a U.S. dollar-weighted average
of the remaining term to maturity of the underlying securities in
the Bond Portfolio.
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SPDR SSgA Conservative Ultra Short Term Bond ETF
    According to the Registration Statement, the SPDR SSgA Conservative
Ultra Short Term Bond ETF will seek to provide current income
consistent with preservation of capital and daily liquidity through
short duration high quality investments with the avoidance of excessive
portfolio volatility.
    Under normal circumstances, the Fund will invest all of its assets
in the SSgA Conservative Ultra Short Term Bond Portfolio (the
``Conservative 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 through the Conservative Portfolio.
    The Adviser will invest, under normal circumstances, at least 80%
of the Conservative Portfolio's net assets (plus the amount of
borrowings for investment purposes) in a diversified portfolio of U.S.
dollar-denominated investment grade fixed income securities. The
Conservative Portfolio primarily will invest in investment grade fixed
income securities that are rated a minimum of the lowest A rating by
any NRSRO, or, if unrated, determined by the portfolio management team
(who are employees of the Adviser) to be of equivalent quality,
determined as described above.\13\ The Conservative Portfolio will
invest in fixed and floating rate securities of varying maturities,
such as corporate obligations (including commercial paper of U.S. and
foreign entities, master demand notes (subject to the 15% illiquid
securities limit), and medium term notes); government bonds (including
U.S. Treasury Bills, notes, and bonds); agency securities; privately-
issued securities (which, for example, can be Rule 144A securities);
asset-backed and mortgage-backed securities; and money market
instruments (including U.S. and foreign bank time deposits,
certificates of deposit, and banker acceptances).
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    \13\ See note 9, supra.
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    Under normal circumstances, the effective duration of the
Conservative Portfolio is expected to be four months or less. In
addition, the Conservative Portfolio expects to maintain a weighted
average maturity between six and eighteen months.\14\ For the purposes
of

determining the Conservative Portfolio's weighted average maturity, a
security's final maturity date, or for amortizing securities such as
asset-backed and mortgage-backed securities, its weighted average life
will be used for calculation purposes.\15\
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    \14\ See note 11, supra.
    \15\ See note 12, supra.
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SPDR SSgA Aggressive Ultra Short Term Bond ETF
    According to the Registration Statement, the SPDR SSgA Aggressive
Ultra Short Term Bond ETF will seek to maximize income consistent with
preservation of capital through short duration high quality
investments.
    Under normal circumstances, the Fund will invest all of its assets
in the SSgA Aggressive Ultra Short Term Bond Portfolio (the
``Aggressive Portfolio'' and, together with the Bond Portfolio and the
Conservative Portfolio, the ``Portfolios''), a separate series of the
SSgA Master Trust with an identical investment objective as the Fund.
As a result, the Fund will invest indirectly through the Aggressive
Portfolio.
    The Adviser will invest, under normal circumstances, at least 80%
of the Aggressive Portfolio's net assets (plus the amount of borrowings
for investment purposes) in a diversified portfolio of U.S. dollar-
denominated investment grade fixed income securities. The Aggressive
Portfolio primarily will invest in investment grade fixed income
securities that are rated a minimum of the lowest BBB rating by any
NRSRO or, if unrated, determined by the portfolio management team (who
are employees of the Adviser) to be of equivalent quality, determined
as described above.\16\
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    \16\ See note 9, supra.
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    The Aggressive Portfolio will invest in fixed and floating rate
securities of varying maturities, such as corporate obligations
(including commercial paper of U.S. and foreign entities, master demand
notes (subject to the 15% illiquid securities limit), and medium term
notes); government bonds (including U.S. Treasury Bills, notes, and
bonds); agency securities; privately-issued securities (which, for
example, can be Rule 144A securities); asset-backed and mortgage-backed
securities; and money market instruments (including U.S. and foreign
bank time deposits, certificates of deposit, and banker acceptances).
    Under normal circumstances, the effective duration of the
Aggressive Portfolio is expected to be between six and twelve
months.\17\ In addition, the Aggressive Portfolio expects to maintain a
weighted average maturity between 1.5 and 2.5 years. For the purposes
of determining the Aggressive Portfolio's weighted average maturity, a
security's final maturity date, or for amortizing securities such as
asset-backed and mortgage-backed securities, its weighted average life
will be used for calculation purposes.\18\
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    \17\ See note 11, supra.
    \18\ See note 12, supra.
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Principal Investment Policies for the Funds
    According to the Registration Statement, each Portfolio will invest
in bonds, including zero coupon bonds,\19\ fixed rate bonds \20\ and of
[sic]``floating-rate'' or ``variable-rate'' bonds.\21\ In addition,
each Portfolio may invest in U.S. and non-U.S. corporate bonds, which
will be denominated in U.S. Dollars.
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    \19\ A zero coupon bond pays no interest to its holder during
its life. The value of a zero coupon bond to a fund consists of the
difference between such bond's face value at the time of maturity
and the price for which it was acquired, which may be an amount
significantly less than its face value (sometimes referred to as a
``deep discount'' price).
    \20\ The value of a fixed rate bond usually rises when market
interest rates fall, and falls when market interest rates rise.
Accordingly, a fixed rate bond's yield (income as a percent of the
bond's current value) may differ from its coupon rate as its value
rises or falls. Fixed rate bonds generally are also subject to
inflation risk, which is the risk that the value of the bond or
income from the bond will be worth less in the future as inflation
decreases the value of money. This could mean that, as inflation
increases, the ``real'' value of the assets of a fund holding fixed
rate bonds can decline, as can the value of the fund's
distributions.
    \21\ 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.
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    Each Portfolio may invest in collateralized loan obligations
(``CLOs'') to the extent they meet the minimum NRSRO rating requirement
described above for each Portfolio. A CLO is a financing company
(generally called a Special Purpose Vehicle or ``SPV''), created to
reapportion the risk and return characteristics of a pool of assets.
While the assets underlying CLOs are typically ``Senior Loans'',\22\
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
Senior Loans.\23\
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    \22\ A Senior Loan is an advance or commitment of funds made by
one or more banks or similar financial institutions, including the
Portfolios, to one or more corporations, partnerships or other
business entities and typically pays interest at a floating or
adjusting rate that is determined periodically at a designated
premium above a base lending rate, most commonly the London-
Interbank Offered Rate (``LIBOR''). A Senior Loan is considered
senior to all other unsecured claims against the borrower, senior to
or pari passu with all other secured claims, meaning that in the
event of a bankruptcy the Senior Loan, together with other first
lien claims, are entitled to be the first to be repaid out of
proceeds of the assets securing the loans, before other existing
claims or interests receive repayment. However, in bankruptcy
proceedings, there may be other claims, such as taxes or additional
advances, that take precedence. Senior Loans consist generally of
obligations of companies and other entities (collectively,
``borrowers'') incurred for the purpose of reorganizing the assets
and liabilities of a borrower; acquiring another company; taking
over control of a company (leveraged buyout); temporary refinancing;
or financing internal growth or other general business purposes.
Senior Loans are often obligations of borrowers who have incurred a
significant percentage of debt compared to equity issued and thus
are highly leveraged.
    \23\ When investing in CLOs, each Portfolio will not invest in
equity tranches, which are the lowest tranche. However, each
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, each Portfolio intends to invest in CLOs consisting
primarily of individual Senior Loans of borrowers and not repackaged
CLO obligations from other high risk pools. The underlying Senior
Loans purchased by CLOs are generally performing at the time of
purchase but may become non-performing, distressed or defaulted.
CLOs with underlying assets of non-performing, distressed or
defaulted loans are not contemplated to comprise a significant
portion of a Portfolio's investments in CLOs. The key feature of the
CLO structure is the prioritization of the cash flows from a pool of
debt securities among the several classes of the CLO. The SPV is a
company founded solely for the purpose of securitizing payment
claims arising out of this diversified asset pool. On this basis,
marketable securities are issued by the SPV which, due to the
diversification of the underlying risk, generally represent a lower
level of risk than the original assets. The redemption of the
securities issued by the SPV typically takes place at maturity out
of the cash flow generated by the collected claims.
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    Each Portfolio may invest in sovereign debt which will be
denominated in U.S. Dollars. 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. Governmental entities
responsible for repayment of the debt may be unable or unwilling to
repay principal and pay interest when due, and may require
renegotiation or reschedule of debt payments. In addition, prospects
for repayment of principal and payment of interest may depend on
political as well as economic factors. Although some sovereign debt,
such as Brady Bonds, is collateralized by U.S. Government securities,
repayment of principal and payment of

interest is not guaranteed by the U.S. Government.
    Each 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.\24\
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    \24\ One type of U.S. Government obligation, U.S. Treasury
obligations, are backed by the full faith and credit of the U.S.
Treasury and differ only in their interest rates, maturities, and
times of issuance. U.S. Treasury bills have initial maturities of
one-year or less; U.S. Treasury notes have initial maturities of one
to ten years; and U.S. Treasury bonds generally have initial
maturities of greater than ten years.
    Other U.S. Government obligations are issued or guaranteed by
agencies or instrumentalities of the U.S. Government including, but
not limited to, Federal National Mortgage Association (``Fannie
Mae''), the Government National Mortgage Association (``Ginnie
Mae''), the Small Business Administration, the Federal Farm Credit
Administration, the Federal Home Loan Mortgage Corporation
(``Freddie Mac''), the Federal Home Loan Banks (``FHLB''), Banks for
Cooperatives (including the Central Bank for Cooperatives), the
Federal Land Banks, the Federal Intermediate Credit Banks, the
Tennessee Valley Authority, the Export-Import Bank of the United
States, the Commodity Credit Corporation, the Federal Financing
Bank, the Student Loan Marketing Association, the National Credit
Union Administration and the Federal Agricultural Mortgage
Corporation (``Farmer Mac'').
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    The Portfolios may invest in asset-backed and commercial mortgaged-
backed securities.\25\ The percentage limitation of investments in
asset backed and commercial mortgage-backed securities for the Bond
Portfolio, the Conservative Portfolio and the Aggressive Portfolio will
be 50%, 35% and 65%, respectively. The percentage limitation of an
investment in each single structured collateral type of asset backed
and commercial mortgage-backed securities for the Bond Portfolio, the
Conservative Portfolio and the Aggressive Portfolio will be 15%, 20%
and 25%, respectively. Non-agency residential mortgage-backed and
commercial mortgage-backed investments each will be limited to 10% for
each of the Portfolios.
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    \25\ Asset-backed securities are securities backed by
installment contracts, credit-card receivables or other assets.
Commercial mortgage-backed securities are securities backed by
commercial real estate properties. 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.
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    The Portfolios may each invest a substantial portion of its assets
in U.S. agency mortgage pass-through securities. The term ``U.S. agency
mortgage pass-through security'' refers to a category of pass-through
securities backed by pools of mortgages and issued by one of several
U.S. government-sponsored enterprises: Ginnie Mae, Fannie Mae or
Freddie Mac. In the basic mortgage pass-through structure, mortgages
with similar issuer, term and coupon characteristics are collected and
aggregated into a ``pool'' consisting of multiple mortgage loans. The
pool is assigned a CUSIP number and undivided interests in the pool are
traded and sold as pass-through securities. The holder of the security
is entitled to a pro rata share of principal and interest payments
(including unscheduled prepayments) from the pool of mortgage loans.
Each 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.\26\
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    \26\ According to the Registration Statement, institutional
markets for restricted securities have developed as a result of the
promulgation of Rule 144A under the Securities Act, which provides a
``safe harbor'' from Securities Act registration requirements for
qualifying sales to institutional investors. When Rule 144A
restricted securities present an attractive investment opportunity
and meet other selection criteria, a Portfolio may make such
investments whether or not such securities are ``illiquid''
depending on the market that exists for the particular security. The
Trust's Board of Trustees (``Board'') has delegated the
responsibility for determining the liquidity of Rule 144A restricted
securities that a Portfolio may invest in to the Adviser. In
reaching liquidity decisions, the Adviser may consider the following
factors: the frequency of trades and quotes for the security; the
number of dealers wishing to purchase or sell the security and the
number of other potential purchasers; dealer undertakings to make a
market in the security; and the nature of the security and the
nature of the marketplace in which it trades (e.g., the time needed
to dispose of the security, the method of soliciting offers and the
mechanics of transfer).
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    Each Portfolio may invest in short-term instruments, including
money market instruments, 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, 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; \27\ (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) short-term U.S. dollar-denominated
obligations of foreign banks (including U.S. branches) that, in the
opinion of the Adviser, are of comparable quality to obligations of
U.S. banks which may be purchased by a Portfolio.
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    \27\ Commercial paper consists of short-term, promissory notes
issued by banks, corporations and other entities to finance short-
term credit needs. These securities generally are discounted but
sometimes may be interest bearing.
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    The Funds are actively-managed and not tied to an index. The
Exchange notes, however, that each Fund's Portfolio will meet certain
criteria for index-based, fixed income exchange-traded funds contained
in NYSEArca Equities Rule 5.2(j)(3), Commentary .02.\28\
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    \28\ See NYSE Arca Equities Rule 5.2(j)(3), Commentary .02
governing fixed income based Investment Company Units. Each of the
Funds' Portfolios will meet the following requirements of Rule
5.2(j)(3), Commentary .02(a): (i) Components that in the aggregate
account for at least 75% of the weight of the index or portfolio
must each have a minimum original principal amount outstanding of
$100 million or more (Rule 5.2(j)(3), Commentary.02(a)(2)); (ii) no
component fixed-income security (excluding Treasury Securities and
government-sponsored entity securities) will represent more than 30%
of the weight of the index or portfolio, and the five highest
weighted component fixed-income securities will not in the aggregate
account for more than 65% of the weight of the index or portfolio
(Rule 5.2(j)(3), Commentary.02(a)(4)); and (iii) an underlying index
or portfolio (excluding exempted securities) must include securities
from a minimum of 13 non-affiliated issuers (Rule 5.2(j)(3),
Commentary.02(a)(5)).
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Non-Principal Investment Policies for the Funds
    The following are additional possible investments of each Portfolio
that are not included under the 80% investment policies described above
for each Fund.
    Each Portfolio may invest in the securities of other investment
companies, including money market funds and closed-end funds, subject
to applicable limitations under Section 12(d)(1) of the 1940 Act. Each
Portfolio may invest in exchange traded products (``ETPs'').\29\ ETPs
include ETFs

registered under the 1940 Act that seek to track the performance of a
market index (``Underlying ETFs'') and exchange traded notes
(``ETNs'').\30\
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    \29\ For each of the Funds, 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); Trust
Units (as described in NYSE Arca Equities Rule 8.500); Managed Fund
Shares (as described in NYSE Arca Equities Rule 8.600), and closed-
end funds. The ETPs all will be listed and traded in the U.S. on
registered exchanges. While a Fund may invest in inverse ETPs, a
Fund will not invest in leveraged (e.g., 2X or 3X) or leveraged
inverse ETPs.
    \30\ ETNs are debt obligations of investment banks which are
traded on exchanges and the returns of which are linked to the
performance of reference assets, including market indexes. In
addition to trading ETNs on exchanges, investors may redeem ETNs
directly with the issuer on a weekly basis, typically in a minimum
amount of 50,000 units, or hold the ETNs until maturity.
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    Each Portfolio may invest 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.\31\ 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 ETP may not
comply with certain income tests necessary for the Portfolio to qualify
as a regulated investment company under Subchapter M of the Internal
Revenue Code.\32\
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    \31\ 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.
    \32\ 26 U.S.C. 851 et seq.
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    According to the Registration Statement, each Portfolio may invest
in preferred securities. 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 market value of preferred securities may be affected by favorable
and unfavorable changes impacting companies in the utilities and
financial services sectors, which are prominent issuers of preferred
securities, and by actual and anticipated changes in tax laws.
    Each Portfolio may invest in convertible securities. 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. A
convertible security may also be called for redemption or conversion by
the issuer after a particular date and under certain circumstances
(including a specified price) established upon issue.
    Each Portfolio may invest in high yield debt securities.
    Each Portfolio may invest in Variable Rate Demand Obligations
(``VRDO''). VRDOs are short-term tax exempt fixed income instruments
whose yield is reset on a periodic basis. VRDO securities tend to be
issued with long maturities of up to 30 or 40 years; however, they are
considered short-term instruments because they include a put feature
which coincides with the periodic yield reset.
    The Portfolios may invest in inflation-protected public
obligations, commonly known as ``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. TIPS
are income-generating instruments whose interest and principal payments
are adjusted for inflation. The inflation adjustment, which is
typically applied monthly to the principal of the bond, follows a
designated inflation index, such as the Consumer Price Index. A fixed
coupon rate is applied to the inflation-adjusted principal so that as
inflation rises or falls, both the principal value and the interest
payments will increase or decrease.
    Each Portfolio may invest a portion of its assets in Build America
Bonds. Build America Bonds offer an alternative form of financing to
state and local governments whose primary means for accessing the
capital markets has historically been through the issuance of tax-free
municipal bonds. The Build America Bond program allows state and local
governments to issue taxable bonds for capital projects and to receive
a direct federal subsidy payment from the Treasury Department for a
portion of their borrowing costs.\33\
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    \33\ Issuance of Build America Bonds ceased on December 31,
2010. The Build America Bonds outstanding continue to be eligible
for the federal interest rate subsidy, which continues for the life
of the Build America Bonds; however, no bonds issued following
expiration of the Build America Bond program are eligible for the
federal tax subsidy.
---------------------------------------------------------------------------

    The Portfolios may seek to obtain exposure to U.S. agency mortgage
pass-through securities 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 mortgage-backed security. Most transactions
in mortgage pass-through securities occur through the use of TBA
transactions.
    Each Portfolio may invest in repurchase agreements with commercial
banks, brokers or dealers to generate income from its excess cash
balances. 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. A repurchase
agreement may be considered a loan collateralized by securities. The
resale price reflects an agreed upon interest rate effective for the
period the instrument is held by a fund and is unrelated to the
interest rate on the underlying instrument.
    Each Portfolio may invest in sovereign debt which may be
denominated in local currencies. 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. Governmental entities
responsible for repayment of the debt may be unable or unwilling to
repay principal and pay interest when due, and may require
renegotiation or reschedule of debt payments. In addition, prospects
for repayment of principal and payment of interest may depend on
political as well as economic factors.
    Each Portfolio may invest in foreign currency transactions on a
spot (cash) basis and currency forwards for hedging or trade settlement
purposes.
    Each 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.
    Each Portfolio may hold up to an aggregate amount of 15% of its net
assets in illiquid securities (calculated at the time of investment),
including Rule 144A securities deemed illiquid by the Adviser,\34\
master demand notes, privately-issued securities (which, for example,
can be Rule 144A securities), loans and loan participations. Each
Portfolio will monitor its portfolio liquidity on an ongoing basis to
determine whether, in light of current circumstances, an adequate level
of liquidity is being maintained, and will consider taking appropriate
steps in order to maintain adequate liquidity if, through a change in
values, net assets, or other circumstances, more than 15% of each
Fund's (indirectly through its

respective Portfolio) net assets are held in illiquid securities.
Illiquid securities 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.\35\
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    \34\ See note 26, supra.
    \35\ The 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 1933 Act).
---------------------------------------------------------------------------

    Each Portfolio will be classified as a ``non-diversified''
investment company under the 1940 Act \36\ and will not concentrate its
investments in any particular industry or sector.\37\
---------------------------------------------------------------------------

    \36\ The diversification standard is set forth in Section
5(b)(1) of the 1940 Act.
    \37\ See 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).
---------------------------------------------------------------------------

    The Portfolios intend to qualify for and to elect treatment as a
separate regulated investment company (``RIC'') under Subchapter M of
the Internal Revenue Code.\38\
---------------------------------------------------------------------------

    \38\ 26 U.S.C. 851 et seq.
---------------------------------------------------------------------------

    In extreme situations or market conditions,\39\ a 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, a Portfolio may hold a
higher than normal proportion of its assets in cash in times of extreme
market stress.
---------------------------------------------------------------------------

    \39\ Such situations and conditions include, but are not limited
to, trading halts in the fixed income markets or disruptions in the
financial markets generally; operational issues causing
dissemination of inaccurate market information; or force majeure
type events such as systems failure, natural or man-made disaster,
act of God, armed conflict, act of terrorism, riot or labor
disruption or any similar intervening circumstance.
---------------------------------------------------------------------------

    Except for ETPs that may hold non-U.S. equity issues, the Funds and
the Portfolios will not otherwise invest in non-U.S equity issues.
Neither the Funds nor the Portfolios will invest in options contracts,
futures contracts, or swap agreements.
    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 Funds will be in
compliance with Rule 10A-3 \40\ under the Act, as provided by NYSE Arca
Equities Rule 5.3. A minimum of 100,000 Shares for each 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 for each Fund will be calculated daily and that
the NAV and the Disclosed Portfolio will be made available to all
market participants at the same time. Each Fund's investments will be
consistent with its respective investment objective and will not be
used to enhance leverage.
---------------------------------------------------------------------------

    \40\ 17 CFR 240.10A-3.
---------------------------------------------------------------------------

Master-Feeder Structure of the Funds
    The Funds are intended to be managed in a ``master-feeder''
structure, under which each 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, each Fund (i.e., a
``feeder fund'') has an indirect interest in all of the securities and
other assets owned by the corresponding Portfolio. Because of this
indirect interest, each Fund's investment returns should be the same as
those of the corresponding Portfolio, adjusted for the expenses of the
Fund. In extraordinary instances, each Fund reserves the right to make
direct investments in securities.
    The Adviser will manage the investments of each 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, e.g., a 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 objectives directly. In addition,
each Fund may discontinue investing through the master-feeder
arrangement and pursue its investment objectives directly if the
Trust's Board determines that doing so would be in the best interests
of shareholders.
Net Asset Value
    According to the Registration Statement, each Fund will calculate
net asset value (``NAV'') using the NAV of the respective Portfolio.
NAV per Share for each Portfolio 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,
rounded to the nearest cent. Expenses and fees, including the
management fees, will be accrued daily and taken into account for
purposes of determining NAV. The NAV of a Portfolio will be calculated
by the Custodian and determined at the close of the regular trading
session on the New York Stock Exchange (``NYSE'') (ordinarily 4:00 p.m.
Eastern time (``E.T.'') on each day that such exchange is open,
provided that fixed-income assets may be valued as of the announced
closing time for trading in fixed-income instruments on any day that
the Securities Industry and Financial Markets Association (or
applicable exchange or market on which a Portfolio's investments are
traded) announces an early closing time. Creation/redemption order cut-
off times may also be earlier on such days.
    In calculating a Portfolio's NAV per Share, the Portfolio's
investments are generally 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
(e.g., mutual funds and money market 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 Trustees 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. Any assets or liabilities denominated in currencies
other than the U.S. dollar will be converted into U.S. dollars at the
current market rates on the date of valuation as quoted by one or more
sources.
    In the event that current market valuations are not readily
available or such valuations do not reflect current market value, the
SSgA Master Trust's procedures require the Pricing and Investment
Committee to determine a security's fair value if a market price is not
readily available in accordance with the 1940 Act. In determining such
value the Pricing and Investment 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 Portfolios' index providers).\41\ In these cases, the
Portfolio's NAV may reflect certain portfolio 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 realized
upon the sale of the security.
---------------------------------------------------------------------------

    \41\ The SSgA Master Trust's Pricing and Investment Committee
has implemented procedures designed to prevent the use and
dissemination of material, non-public information regarding the
Portfolios and the Funds.
---------------------------------------------------------------------------

Creation and Redemption of Shares
    According to the Registration Statement, each Fund will issue and
redeem Shares only in Creation Units at the NAV next determined after
receipt of an order on a continuous basis every business day. The NAV
of a Fund will be determined once each business day, normally as of the
closing of the regular trading session on the NYSE (normally 4:00 p.m.,
E.T.). Creation Unit sizes are 50,000 Shares per Creation Unit. The
Creation Unit size for a Fund may change.
    The consideration for purchase of a Creation Unit of a Fund
generally will consist of either (i) the in-kind deposit of a
designated portfolio of securities (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, a 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 any 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. 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 (currently 9:30 a.m., E.T.),
the list of the names and the required number of shares, if applicable,
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 a Fund. Such
Fund Deposit is subject to any applicable adjustments as described
below, in order to effect purchases of Creation Units of a Fund until
such time as the next-announced composition of the Deposit Securities
or the required amount of Deposit Cash, as applicable, is made
available.
    The Trust reserves the right to permit or require the substitution
of an amount of cash (i.e., a ``cash in lieu'' amount) to be added to
the Cash Component to replace any Deposit Security, including, without
limitation, situations where the Deposit Security: (i) may not be
available in sufficient quantity for delivery, (ii) may not be eligible
for transfer through the systems of the Depository Trust Company
(``DTC'') for corporate securities and municipal securities or the
Federal Reserve System for U.S. Treasury securities; (iii) may not be
eligible for trading by an ``Authorized Participant'' (as defined in
the Registration Statement) or the investor for which it is acting;
(iv) would be restricted under the securities laws or where the
delivery of the Deposit Security to the Authorized Participant would
result in the disposition of the Deposit Security by the Authorized
Participant becoming restricted under the securities laws, or (v) in
certain other situations (collectively, ``non-standard orders''). The
Trust also reserves the right to permit or require the substitution of
Deposit Securities in lieu of Deposit Cash.
    Shares may be redeemed only in Creation Units at their NAV next
determined after receipt of a redemption request in proper form by a
Fund through the Transfer Agent and only on a business day.
    With respect to each Fund, the Custodian, through the NSCC, will
make available immediately prior to the opening of business on the
Exchange on each business day, the list of the names and quantities of
each 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 a 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 below. 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 securities value
representing one or more Fund Securities.
Availability of Information
    The Funds' 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 Funds that may be downloaded. The Funds' Web
site will include additional quantitative information updated on a
daily basis, including, for the Funds, (1) daily trading volume, the
prior business day's reported closing price, NAV and mid-point of the
bid/ask spread at the time of calculation of such NAV (the ``Bid/Ask
Price''),\42\ 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
Adviser 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 Funds' calculation of NAV at the end of the business day.\43\
---------------------------------------------------------------------------

    \42\ The Bid/Ask Price of the Funds will be determined using the
mid-point of the highest bid and the lowest offer on the Exchange as
of the time of calculation of the Funds' NAV. The records relating
to Bid/Ask Prices will be retained by the Funds and their service
providers.
    \43\ Under accounting procedures followed by the Funds, trades
made on the prior business day (``T'') will be booked and reflected
in NAV on the current business day (``T+1''). Accordingly, the Funds
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.
---------------------------------------------------------------------------

    On a daily basis, the Adviser will disclose for each portfolio
security and other financial instrument of the Funds and of the
Portfolios the following information on the Funds' Web site: ticker
symbol (if applicable), name of security and financial instrument,
number of shares, if applicable, or dollar value of financial
instruments and securities held in the portfolio, and percentage
weighting of the security and financial instrument in the portfolio.
The Web site information will be publicly available at no charge.
    In addition, a basket composition file, which includes the security
names and share quantities, if applicable, required to be delivered in
exchange for a 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 each
Fund.
    Investors can also obtain the Trust's Statement of Additional
Information (``SAI''), the Funds' 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 and, for the ETPs, will be available from the
national securities exchange on which they are listed.
    Every fifteen seconds during NYSE Arca Core Trading Session, an
indicative optimized portfolio value (``IOPV'') relating to each Fund
will be widely disseminated by one or more major market data
vendors.\44\ The IOPV is the Portfolio Indicative Value as defined in
NYSE Arca Equities Rule 8.600 (c)(3).\45\ The dissemination of the
Portfolio Indicative Value, together with the Disclosed Portfolio, will
allow investors to determine the value of the underlying portfolio of
the Funds and of the Portfolios on a daily basis and to provide a close
estimate of that value throughout the trading day. The intra-day,
closing and settlement prices of the Portfolio securities and other
assets will also be readily available from the national securities
exchanges trading such securities, automated quotation systems,
published or other public sources, or on-line information services such
as Bloomberg or Reuters.
---------------------------------------------------------------------------

    \44\ The IOPV calculations are estimates of the value of the
Funds' NAV per Share using market data converted into U.S. dollars
at the current currency rates. The IOPV price is based on quotes and
closing prices from the securities' local market and may not reflect
events that occur subsequent to the local market's close. Premiums
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 Funds, which is calculated only once a day.
    \45\ Currently, it is the Exchange's understanding that several
major market data vendors display and/or make widely available IOPVs
taken from CTA or other data feeds.
---------------------------------------------------------------------------

    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 Funds that are referred to, but not defined in, this proposed
rule 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 Funds.\46\ Trading in Shares of the Funds
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 Funds;
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 a Fund may be
halted.
---------------------------------------------------------------------------

    \46\ See NYSE Arca Equities Rule 7.12.
---------------------------------------------------------------------------

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. E.T. 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.
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.\47\ 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 applicable federal securities laws.
---------------------------------------------------------------------------

    \47\ FINRA surveils trading on the Exchange pursuant to a
regulatory services agreement. The Exchange is responsible for
FINRA's performance under this regulatory services agreement.
---------------------------------------------------------------------------

    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 with other markets and other entities
that are members of the Intermarket Surveillance Group (``ISG'') and
FINRA, on behalf of the Exchange, may obtain trading information
regarding trading in the Shares from such markets and other entities.
In addition, the Exchange may obtain information regarding trading in
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.\48\
---------------------------------------------------------------------------

    \48\ For a list of the current members of ISG, see
www.isgportal.org. The Exchange notes that not all components of the
Disclosed Portfolio for each Fund and Portfolio may trade on markets
that are members of ISG or with which the Exchange has in place a
comprehensive surveillance sharing agreement.
---------------------------------------------------------------------------

    All equity securities held by the Funds or Portfolios, including
shares of ETPs, will trade on U.S. national securities exchanges, all
of which are members of ISG.
    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 Units
(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 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 Funds are 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. E.T. each trading day.
2. Statutory Basis
    The basis under the Act for this proposed rule change is the
requirement under Section 6(b)(5) \49\ 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.
---------------------------------------------------------------------------

    \49\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    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
applicable federal securities laws. FINRA, on behalf of the Exchange,
will communicate as needed regarding trading in the Shares 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 from such markets and other entities. In
addition, the Exchange may obtain information regarding trading in 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. The Adviser has implemented a ``fire wall'' with respect to
its affiliated broker-dealer regarding access to information concerning
the composition and/or changes to the Funds' portfolios. In addition,
the Trust's Pricing and Investment Committee has implemented procedures
designed to prevent the use and dissemination of material, non-public
information regarding the Portfolios and the Funds. The Adviser will
invest, under normal circumstances, at least 80% of the each
Portfolio's net assets (plus the amount of borrowings for investment
purposes) in a diversified portfolio of U.S. dollar-denominated
investment grade fixed income securities. Non-agency residential
mortgage-backed and commercial mortgage-backed investments each will be
limited to 10% for each of the Portfolios. Each Fund's Portfolio will
meet certain criteria for index-based, fixed income exchange-traded
funds contained in NYSEArca Equities Rule 5.2(j)(3), Commentary .02, as
described above. FINRA, on behalf of the Exchange, will communicate as
needed regarding trading in the Shares 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 from such markets and other entities. In addition, the Exchange
may obtain information regarding trading in 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. The ETPs held
by the Funds will be traded on U.S. national securities exchanges and
will be subject to the rules of such exchanges, as approved by the
Commission. Except for ETPs that may hold non-U.S. equity issues, the
Funds will not otherwise invest in non-U.S. equity issues. Neither the
Funds nor the Portfolios will invest in options contracts, futures
contracts, or swap agreements. Each Fund may hold up to an aggregate
amount of 15% of its net assets in illiquid securities (calculated at
the time of investment), including Rule 144A securities deemed illiquid
by the Adviser, master demand notes, privately-issued securities, and
loans and loan participations. Each Fund's investments will be
consistent with its respective investment objective and will not be
used to enhance leverage.
    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 Funds and the Shares,
thereby promoting market transparency. 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 Adviser will disclose on its Web
site the Disclosed Portfolio that will form the basis for the Funds'
calculation of NAV at the end of the business day. 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, and quotation
and last sale information will be available via the CTA high-speed
line. The Web site for the Funds will include a form of the prospectus
for the Funds 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 Funds 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 Funds may be halted. In addition, as noted above, investors will
have ready access to information regarding the Funds' 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
additional types of actively-managed exchange-traded products that will
enhance competition among market participants, to the benefit of
investors and the marketplace. As noted above, the Exchange may obtain
information regarding trading in 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. In addition, as
noted above, investors will have ready access to information regarding
the Funds' 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 purposes of the Act. The Exchange notes that the
proposed rule change will facilitate the listing and trading of
additional types of actively-managed exchange-traded products that hold
fixed income securities and 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<EMAIL_ADDRESS>Please include
File Number SR-NYSEArca-2013-71 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-NYSEArca-2013-71. 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-NYSEArca-2013-71 and should
be submitted on or before August 14, 2013.
---------------------------------------------------------------------------

    \50\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\50\
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2013-17722 Filed 7-23-13; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 88, Number 238 (Wednesday, December 13, 2023)]
[Notices]
[Pages 86448-86449]
[FR Doc No: 2023-27384]

=======================================================================
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UNIFIED CARRIER REGISTRATION PLAN

Sunshine Act Meetings

TIME AND DATE: December 7, 2023, 10 a.m. to 1 p.m., Central Time.

PLACE: The meeting took place at the Hyatt Place San Antonio/Riverwalk
Hotel, 601 S St Mary's St., San Antonio, TX 78205. This meeting was
accessible via conference call and via Zoom Meeting and Screenshare.
Any interested person may have called (i) 1-929-205-6099 (US Toll) or
1-669-900-6833 (US Toll), Meeting ID: 996 4555 2218, to listen and
participate in this meeting. The website to participate via Zoom
Meeting and Screenshare was https://kellen.zoom.us/meeting/register/tJ0rc-ytqzkoG9zdIEj7RIgwASUMMlFa89UA.

STATUS: This meeting was open to the public.

MATTERS TO BE CONSIDERED: The Unified Carrier Registration Plan Board
of Directors (the ``Board'') will continue its work in developing and
implementing the Unified Carrier Registration Plan and Agreement. The
subject matter of this meeting included:

Proposed Agenda

I. Welcome and Call to Order--UCR Board Chair

    The UCR Board Chair will welcome attendees, call the meeting to
order, call roll for the Board, confirm the presence of a quorum, and
facilitate self-introductions.

II. Verification of Publication of Meeting Notice--UCR Executive
Director

    The UCR Executive Director will verify publication of the meeting
notice on the UCR website and distribution to the UCR contact list via
email, followed by subsequent publication of the notice in the Federal
Register.

III. Review and Approval of Board Agenda--UCR Board Chair

For Discussion and Possible Board Action

    The proposed Agenda will be reviewed. The Board will consider
action to adopt.
Ground Rules
    [rtarr8] Board actions taken only in designated areas on the
agenda.

IV. Approval of Minutes of the September 28, 2023 UCR Board Meeting--
UCR Board Chair

For Discussion and Possible Board Action

    Draft Minutes from the September 28, 2023 UCR Board meeting will be
reviewed. The Board will consider action to approve.

V. Report of FMCSA--FMCSA Representative

    The Federal Motor Carrier Safety Administration (FMCSA) will
provide a report on any relevant agency activity.

VI. Reopening of Nominations for the Position of Vice-Chair of the UCR
Board and Following the Completion of the Nominating Process a Final
Vote Recommending to the U.S. DOT Secretary/FMCSA Designation a
Director To Serve as Vice-Chair of the UCR Board--UCR Board Chair

For Discussion and Possible Board Action

    The UCR Board Chair will entertain a motion, second, and vote to
reopen nominations for the position of Vice-Chair of the UCR Board. The
name(s) of all nominees will then be submitted to the Board for a vote.
The name of the Director receiving the most votes will then be
forwarded to the US DOT/FMCSA for FMCSA's consideration and possible
designation as Vice-Chair of the UCR Board.

VII. 2021 UCR Financial Audit Update--UCR Executive Director and a
Kellen Representative

    The UCR Executive Director and a Kellen Representative will provide
an update on the 2021 financial audit conducted by Warren Averett.

VIII. Subcommittee Reports

Audit Subcommittee--UCR Audit Subcommittee Chair

A. The Audit Subcommittee Recommends to the UCR Board That the UCR
Board Replace the Current Retreat Audit Program With a Program That
Relies on NRS Roadside Inspection Data--UCR Audit Subcommittee Chair,
UCR Audit Subcommittee Vice-Chair and a Seikosoft Representative
For Discussion and Possible Board Action
    The UCR Audit Subcommittee Chair will lead a discussion on options
to replace the Retreat Audit Program currently utilized by the States
with an automated roadside inspection data driven audit for non-IRP and
IRP plated commercial motor vehicles and the motor carriers operating
these types of registered equipment. The Board may take action to
replace the current retreat audit program with a new program that
relies on NRS roadside inspection data.
B. The Audit Subcommittee Recommends a Policy for Closure of
Participating and Non-Participating States Focused Anomaly Reviews
(FARs)--UCR Audit Subcommittee Chair and UCR Audit Subcommittee Vice-
Chair
For Discussion and Possible Board Action
    The UCR Audit Subcommittee Chair will lead a discussion on the
required steps to close both participating and non-participating state
FARs. The Board may take action to adopt a policy for closure of FARs
from participating and non-participating states.

Finance Subcommittee--UCR Finance Subcommittee Chair

A. 2025 Registration Fee Submission--UCR Finance Subcommittee Chair
    The UCR Finance Subcommittee Chair will provide an update on the
2025 registration fee recommendation approved at the last Board
meeting.
B. Review and Approval of 2024 UCR Administrative Budget--UCR
Depository Manager and UCR Finance Subcommittee Chair
For Discussion and Possible Board Action
    The UCR Depository Manager and UCR Finance Subcommittee Chair will
lead a discussion regarding the proposed 2024 UCR administrative
budget. The Finance Subcommittee recommends approval of the 2024
proposed administrative budget. The Board may take action to approve
the proposed 2024 administrative budget.

Education and Training Subcommittee--UCR Education and Training
Subcommittee Chair

Update on Current and Future Training Initiatives--UCR Education and
Training Subcommittee Chair
    The UCR Education and Training Subcommittee Chair will provide an
update on current and planned future training initiatives.

Industry Advisory Subcommittee--UCR Industry Advisory Subcommittee
Chair

Update on Current Initiatives--UCR Industry Advisory Subcommittee Chair
    The UCR Industry Advisory Subcommittee Chair will provide an update
on current and planned

initiatives regarding motor carrier industry concerns.

Enforcement Subcommittee--UCR Enforcement Subcommittee Chair

Update on Current Initiatives--UCR Enforcement Subcommittee Chair
    The UCR Enforcement Subcommittee Chair will provide an update on
current and planned initiatives.

Dispute Resolution Subcommittee--UCR Dispute Resolution Subcommittee
Chair

Update on Current Initiatives--UCR Dispute Resolution Subcommittee
Chair
    The UCR Dispute Resolution Subcommittee Chair will provide an
update on planned initiatives.

IX. Contractor Reports--UCR Board Chair

UCR Executive Director's Report

    The UCR Executive Director will provide a report covering his
recent activity for the UCR Plan.

UCR Administrator Report (Kellen)

    The UCR Chief of Staff will provide a management report covering
recent activity for the Depository, Operations, and Communications.

DSL Transportation Services, Inc.

    DSL Transportation Services, Inc. will report on the latest data
from the FARs program, discuss motor carrier inspection results, pilot
projects and other matters.

Seikosoft

    Seikosoft will provide an update on recent/new activity related to
the National Registration System.

X. Other Business--UCR Board Chair

    The UCR Board Chair will call for any other business, old or new,
from the floor.

XI. Adjournment--UCR Board Chair

    The UCR Board Chair will adjourn the meeting.
    The agenda was available no later than 5 p.m. Eastern time,
November 27, 2023, at: https://plan.ucr.gov.

CONTACT PERSON FOR MORE INFORMATION: Elizabeth Leaman, Chair, Unified
Carrier Registration Plan Board of Directors,<PHONE_NUMBER>,
[email protected].

Alex B. Leath,
Chief Legal Officer, Unified Carrier Registration Plan.
[FR Doc. 2023-27384 Filed 12-11-23; 4:15 pm]
BILLING CODE 4910-YL-P