[Federal Register Volume 78, Number 56 (Friday, March 22, 2013)]
[Notices]
[Pages 17656-17660]
[FR Doc No: 2013-06684]

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ENVIRONMENTAL PROTECTION AGENCY

[EPA-HQ-OPPT-2013-0127; FRL-9380-1]

Certain New Chemicals; Receipt and Status Information

AGENCY: Environmental Protection Agency (EPA).

ACTION: Notice.

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SUMMARY: The Toxic Substances Control Act (TSCA) requires any person
who intends to manufacture (defined by statute to include import) a new
chemical (i.e., a chemical not on the TSCA Chemical Substances
Inventory (TSCA Inventory)) to notify EPA and comply with the statutory
provisions pertaining to the manufacture of new chemicals. In addition
under TSCA, EPA is required to publish in the Federal Register a notice
of receipt of a premanufacture notice (PMN) or an application for a
test marketing exemption (TME), and to publish in the Federal Register
periodic status reports on the new chemicals under review and the
receipt of notices of commencement (NOC) to manufacture those
chemicals. This document, which covers the period from January 14, 2013
to February 8, 2013, and provides the required notice and status
report, consists of the PMNs and TMEs, both pending or expired, and the
NOC to manufacture a new chemical that the Agency has received under
TSCA section 5 during this time period.

DATES: Comments identified by the specific PMN number or TME number,
must be received on or before April 22, 2013.

ADDRESSES: Submit your comments, identified by docket identification
(ID) number EPA-HQ-OPPT-2013-[insert Docket ID no.], and the specific
PMN number or TME number for the chemical related to your comment, by
one of the following methods:
     Federal eRulemaking Portal: http://www.regulations.gov.
Follow the online instructions for submitting comments.
     Mail: Document Control Office (7407M), Office of Pollution
Prevention and Toxics (OPPT), Environmental Protection Agency, 1200
Pennsylvania Ave. NW., Washington, DC 20460-0001.
     Hand Delivery: OPPT Document Control Office (DCO), EPA
East Bldg., Rm. 6428, 1201 Constitution Ave. NW., Washington, DC. The
DCO is open from 8 a.m. to 4 p.m., Monday through Friday, excluding
legal holidays. The telephone number for the DCO is<PHONE_NUMBER>.
Such deliveries are only accepted during the DCO's normal hours of
operation, and special arrangements should be made for deliveries of
boxed information.
    Instructions: EPA's policy is that all comments received will be
included in the docket without change and may be made available online
at http://www.regulations.gov, including any personal information
provided, unless the comment includes information claimed to be
Confidential Business Information (CBI) or other information whose
disclosure is restricted by statute. Do not submit information that you
consider to be CBI or otherwise protected through regulations.gov or
email. The regulations.gov Web site is an ``anonymous access'' system,
which means EPA will not know your identity or contact information
unless you provide it in the body of your comment. If you send an email
comment directly to EPA without going through regulations.gov, your
email address will be automatically captured and included as part of
the comment that is placed in the docket and made available on the
Internet. If you submit an electronic comment, EPA recommends that you
include your name and other contact information in the body of your
comment and with any disk or CD-ROM you submit. If EPA cannot read your
comment due to technical difficulties and cannot contact you for
clarification, EPA may not be able to consider your comment. Electronic
files should avoid the use of special characters, any form of
encryption, and be free of any defects or viruses.
    Docket: All documents in the docket are listed in the docket index
available at http://www.regulations.gov. Although listed in the index,
some information is not publicly available, e.g., CBI or other
information whose disclosure is restricted by statute. Certain other
material, such as copyrighted material, will be publicly available only
in hard copy. Publicly available docket materials are available
electronically at http://www.regulations.gov, or, if only available in
hard copy, at the OPPT Docket. The OPPT Docket is located in the EPA
Docket Center (EPA/DC) at Rm. 3334, EPA West Bldg., 1301 Constitution
Ave. NW., Washington, DC. The EPA/DC Public Reading Room hours of
operation are 8:30 a.m. to 4:30 p.m., Monday through Friday, excluding
legal holidays. The telephone number of the EPA/DC Public Reading Room
is<PHONE_NUMBER>, and the telephone number for the OPPT Docket is
(202) 566-0280. Docket visitors are required to show photographic
identification, pass through a metal detector, and sign the EPA visitor
log. All visitor bags are processed through an X-ray machine and
subject to search. Visitors will be provided an EPA/DC badge that must
be visible at all times in the building and returned upon departure.

FOR FURTHER INFORMATION CONTACT: For technical information contact:
Bernice Mudd, Information Management Division (7408M), Office of
Pollution Prevention and Toxics, Environmental Protection Agency, 1200
Pennsylvania Ave. NW., Washington, DC 20460-0001; telephone number:
(202) 564-8951; fax number:<PHONE_NUMBER>; email address:
<EMAIL_ADDRESS>    For general information contact: The TSCA-Hotline, ABVI-Goodwill,
422 South Clinton Ave., Rochester, NY 14620; telephone number: (202)
554-1404; email address<EMAIL_ADDRESS>
SUPPLEMENTARY INFORMATION:

I. General Information

A. Does this action apply to me?

    This action is directed to the public in general. As such, the
Agency has not attempted to describe the specific entities that this
action may apply to. Although others may be affected, this action
applies directly to the submitter of the PMNs addressed in this action.

B. What should I consider as I prepare my comments for EPA?

    1. Submitting CBI. Do not submit this information to EPA through
regulations.gov or email. Clearly mark the part or all of the
information that you claim to be CBI. For CBI information in a disk or
CD-ROM that you mail to EPA, mark the outside of the disk or CD-ROM as
CBI and then identify electronically within the disk or CD-ROM the
specific information that is claimed as CBI. In addition to one
complete version of the comment that includes information claimed as
CBI, a copy of the comment that does not contain the information
claimed as CBI must be submitted for inclusion in the public docket.
Information so marked will not be disclosed except in accordance with
procedures set forth in 40 CFR part 2.
    2. Tips for preparing your comments. When submitting comments,
remember to:

    i. Identify the document by docket ID number and other identifying
information (subject heading, Federal Register date and page number).
    ii. Follow directions. The Agency may ask you to respond to
specific questions or organize comments by referencing a Code of
Federal Regulations (CFR) part or section number.
    iii. Explain why you agree or disagree; suggest alternatives and
substitute language for your requested changes.
    iv. Describe any assumptions and provide any technical information
and/or data that you used.
    v. If you estimate potential costs or burdens, explain how you
arrived at your estimate in sufficient detail to allow for it to be
reproduced.
    vi. Provide specific examples to illustrate your concerns and
suggest alternatives.
    vii. Explain your views as clearly as possible, avoiding the use of
profanity or personal threats.
    viii. Make sure to submit your comments by the comment period
deadline identified.

II. Why is EPA taking this action?

    EPA classifies a chemical substance as either an ``existing''
chemical or a ``new'' chemical. Any chemical substance that is not on
EPA's TSCA Inventory is classified as a ``new chemical,'' while those
that are on the TSCA Inventory are classified as an ``existing
chemical.'' For more information about the TSCA Inventory go to: http://www.epa.gov/opptintr/newchems/pubs/inventory.htm. Anyone who plans to
manufacture or import a new chemical substance for a non-exempt
commercial purpose is required by TSCA section 5 to provide EPA with a
PMN, before initiating the activity. Section 5(h)(1) of TSCA authorizes
EPA to allow persons, upon application, to manufacture (includes
import) or process a new chemical substance, or a chemical substance
subject to a significant new use rule (SNUR) issued under TSCA section
5(a), for ``test marketing'' purposes, which is referred to as a test
marketing exemption, or TME. For more information about the
requirements applicable to a new chemical go to: http://www.epa.gov/oppt/newchems.
    Under TSCA sections 5(d)(2) and 5(d)(3), EPA is required to publish
in the Federal Register a notice of receipt of a PMN or an application
for a TME and to publish in the Federal Register periodic status
reports on the new chemicals under review and the receipt of NOCs to
manufacture those chemicals. This status report, which covers the
period from January 14, 2013 to February 8, 2013, consists of the PMNs
and TMEs, both pending or expired, and the NOCs to manufacture a new
chemical that the Agency has received under TSCA section 5 during this
time period.

III. Receipt and Status Reports

    In Table I. of this unit, EPA provides the following information
(to the extent that such information is not claimed as CBI) on the PMNs
received by EPA during this period: The EPA case number assigned to the
PMN, the date the PMN was received by EPA, the projected end date for
EPA's review of the PMN, the submitting manufacturer/importer, the
potential uses identified by the manufacturer/importer in the PMN, and
the chemical identity.

                                Table I--33 PMNs Received From 1/14/13 to 2/08/13
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                                      Projected
       Case No.           Received    notice end    Manufacturer/            Use                  Chemical
                            date         date         importer
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P-13-0216.............    1/14/2013    4/13/2013  CBI.............  (G) Electrographic     (G) Polycarboxylic
                                                                     toner.                 acids, polymer with
                                                                                polyols.
P-13-0217.............    1/14/2013    4/13/2013  CBI.............  (S) Extreme pressure,  (G) Antimony
                                                                     anti-wear additive     tris(dialkyldithioca
                                                                     for greases and oils.  rbamate).
P-13-0218.............    1/15/2013    4/14/2013  Mitsui Chemicals  (G) Substance for      (G) Alkenyl
                                                   America, Inc.     molding automotive     substituted
                                                                     components.            carbopolycycle,
                                                                                polymer with alkene,
                                                                                alkylidene
                                                                                substituted
                                                                                carbopolycycle and
                                                                                alkene.
P-13-0220.............    1/15/2013    4/14/2013  Teknor Apex.....  (S) Plasticizer for    (G) Aliphatic
                                                                     pvc resin.             polyester.
P-13-0221.............    1/15/2013    4/14/2013  CBI.............  (G) Manufacturing      (S) Copper,
                                                                     process aid.           chloro[tris(2-
                                                                                chloroethyl)
                                                                                phosphite-
                                                                                P]-.
P-13-0222.............    1/15/2013    4/14/2013  CBI.............  (S) Refinery           (G) Synthetic crude
                                                                     feedstock.             oil.
P-13-0223.............    1/16/2013    4/15/2013  CBI.............  (G) Photoinitiator     (G) Acetophenone
                                                                     for coatings and       derivative.
                                                                     inks.
P-13-0224.............    1/16/2013    4/15/2013  CBI.............  (G) Stabilizer for     (G) Organo barium
                                                                     thermoplastics.        salts.
P-13-0225.............    1/16/2013    4/15/2013  CBI.............  (G) Stabilizer for     (G) Organo zinc
                                                                     thermoplastics.        salts.
P-13-0226.............    1/16/2013    4/15/2013  CBI.............  (G) Destructive use..  (G) Oranometallic
                                                                                polymerization
                                                                                catalyst
                                                                                intermediate.
P-13-0227.............    1/16/2013    4/15/2013  International     (S) Fragrance          (S) 2-butenoic acid,
                                                   Flavors &         ingredient for use     1-ethyl-2-
                                                   Fragrances, Inc.  in fragrances for      methylpropyl ester,
                                                                     soaps, detergent,      (2E)-.
                                                                     cleaners and other
                                                                     household products.
P-13-0228.............    1/17/2013    4/16/2013  CBI.............  (G) Open, non-         (G) Modified
                                                                     dispersive.            brominated
                                                                                isobutylene-isoprene
                                                                                copolymer.
P-13-0229.............    1/17/2013    4/16/2013  Kimberly-Clark    (G) Binder for fiber   (G) Acrylic
                                                   Corporation.      (open, non-            copolymer.
                                                                     dispersive use).
P-13-0230.............    1/17/2013    4/16/2013  CBI.............  (G) Resin for          (G) Alkylmethacrylate
                                                                     waterborne inks.       polymer, with alkyl
                                                                                acrylate, aromatic
                                                                                vinyl monomer and
                                                                                alkyl acrylate--
                                                                                ammonium persulfate
                                                                                initiated.
P-13-0231.............    1/17/2013    4/16/2013  CBI.............  (G) Resin for          (G) Alkylmethacrylate
                                                                     waterborne inks.       polymer, with alkyl
                                                                                acrylate, aromatic
                                                                                vinyl monomer and
                                                                                alkyl acrylate.

P-13-0232.............    1/18/2013    4/17/2013  H.B. Fuller       (G) Industrial         (G)
                                                   Company.          adhesive.              Benzenedicarboxylic
                                                                                acid, polymer with
                                                                                substituted
                                                                                alkanediol,
                                                                                dodecanedioic acid,
                                                                                1,2-ethanediol,
                                                                                alkanediol acid,
                                                                                alkanediol,.alpha.-
                                                                                hydro-.omega.-
                                                                                hydroxypoly[oxyalkan
                                                                                ediyl], 1,3-
                                                                                isobenzofurandione,
                                                                                methylene diphneyl
                                                                                diisocyanate, 2-
                                                                                oxepanone, 2,2'-
                                                                                oxybis[ethanol] and
                                                                                polymethylene
                                                                                polyphenylene
                                                                                isocyanate.
P-13-0233.............    1/18/2013    4/17/2013  Henkel            (S) Site limited       (S) Hexanedioicacid,
                                                   Corporation.      initator in            2,5-dibromo-,
                                                                     polymerization         diethyl ester (6ci,
                                                                     reactions.             7ci, 8ci, 9ci).
P-13-0234.............    1/18/2013    4/17/2013  CBI.............  (G) Polymer additive.  (G) Substituted
                                                                                hexitol.
P-13-0235.............    1/18/2013    4/17/2013  Georgia-Pacific   (G) Emulsifier.......  (S) Fatty acids, tall-
                                                   Chemicals LLC.                           oil, reaction
                                                                                products with
                                                                                diethylenetriamine,
                                                                                maleic anhydride and
                                                                                soybean oil.
P-13-0236.............    1/22/2013    4/21/2013  CBI.............  (G) Pigment            (G) Vegetable-oil
                                                                     dispersant.            fatty acids,
                                                                                conjucted, anhydride
                                                                                ester, reaction
                                                                                products with
                                                                                substituted amine,
                                                                                tall-oil acids
                                                                                anhydride ester and
                                                                                substituted amine.
P-13-0237.............    1/22/2013    4/21/2013  Tire Recycling &  (S) Raw feed stock     (S) Tires, wastes,
                                                   Processing LLC.   for refineries.        pyrolyzed, C2	14 oil
                                                                                fraction.
P-13-0238.............    1/23/2013    4/22/2013  CBI.............  (G) Catalyst.........  (G) Tertiary amine
                                                                                catalyst.
P-13-0239.............    1/24/2013    4/23/2013  Sika Corporation  (G) Roof membrane      (G) Amine adduct.
                                                                     hardener.
P-13-0240.............    1/25/2013    4/24/2013  Carboline         (G) Coating component  (G) Alkyl ketimine;
                                                   Company.                                 alpha-hydroxyamine;
                                                                                alkyl ketimine.
P-13-0241.............    1/24/2013    4/23/2013  Marshallton       (G) Waste remediation  (G) Alkyl guanidine
                                                   Research                                 hydrochloride.
                                                   Laboratories,
                                                   Inc.
P-13-0242.............    1/29/2013    4/28/2013  Hi-tech Color,    (S) Pigment            (S) 2-propenoic acid,
                                                   Inc..             dispersant for water   2-methyl-, polymer
                                                                     base inks.             with cyclohexyl 2-
                                                                                methyl-2-propenoate,
                                                                                methyl 2-methyl-2-
                                                                                propenoate and
                                                                                phenylmethyl 2-
                                                                                methyl-2-propenoate,
                                                                                2,2'-(1,2-
                                                                                diazenediyl)bis[4-
                                                                                methoxy-2,4-
                                                                                dimethylpentanenitri
                                                                                le]-initiated.
P-13-0243.............    1/29/2013    4/28/2013  Hi-tech Color,    (G) Back coating       (G) Siloxanes and
                                                   Inc..             agent.                 silicones, di-alkyl,
                                                                                3-aminopropyl group-
                                                                                terminated, polymer
                                                                                with 1,3-alkanediol,
                                                                                substituted
                                                                                diisocyanates.
P-13-0244.............    1/30/2013    4/29/2013  CBI.............  (S) Polymeric binder   (G) Aliphatic
                                                                     for coatings.          polyurethane.
P-13-0245.............    1/30/2013    4/29/2013  Cytec Industries  (S) Coating resin....  (G) Substituted
                                                   Inc..                                    alkanoic acid,
                                                                                polymers with
                                                                                substituted
                                                                                alkylamide,
                                                                                substituted
                                                                                carbomonocycle,
                                                                                substituted
                                                                                alkanoates.
P-13-0246.............    1/31/2013    4/30/2013  Umicore USA Inc.  (G) Additive/reactant  (G) Cobalt based
                                                                                polymer with fatty
                                                                                acids, and polyol.
P-13-0247.............     2/1/2013     5/1/2013  CBI.............  (G) Component of       (G) Dicarboxylic
                                                                     footwear.              acid, polymer with
                                                                                dicarboxylic acid,
                                                                                substituted
                                                                                carbomonocycle and
                                                                                alkanediol.
P-13-0248.............     2/1/2013     5/1/2013  CBI.............  (G) Electrolyte......  (G) Lithium salt of
                                                                                substituted imide.
P-13-0249.............     2/1/2013     5/1/2013  The Lewis         (S) Corrosion          (G) Dihydroxypropyl
                                                   Chemical          inhibitor for          PEG linoleamonium
                                                   Company.          oilfield               chloride.
                                                                     applications.
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    In Table II. of this unit, EPA provides the following information
(to the extent that such information is not claimed as CBI) on the TMEs
received by EPA during this period: The EPA case number assigned to the
TME, the date the TME was received by EPA, the projected end date for
EPA's review of the TME, the submitting manufacturer/importer, the
potential uses identified by the manufacturer/importer in the TME, and
the chemical identity.

                                Table II--2 TMEs Received From 1/14/13 to 2/08/13
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                                    Projected
      Case No.          Received    notice end     Manufacturer/             Use                 Chemical
                          date         date           importer
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T-13-0006...........    1/30/2013    3/15/2013  Cytec Industries     (S) Coating resin.  (G) Substituted
                                                 Inc..                                    alkanoic acid, polymer
                                                                                with substituted
                                                                                alkylamide,
                                                                                substituted
                                                                                carbomonocycle,
                                                                                substituted
                                                                                alkanoates.
T-13-0007...........    1/31/2013    3/16/2013  H.B. Fuller Company  (G) Industrial      (G) Fatty acids, c18-
                                                                      adhesive.           unsaturated dimers,
                                                                                polymers with alkane
                                                                                acid, 1,6-hexanediol,
                                                                                1,1'-methylenebis[4-
                                                                                isocyanatobenzene] and
                                                                                neopentyl glycol.
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    In Table III. of this unit, EPA provides the following information
(to the extent that such information is not claimed as CBI) on the NOCs
received by EPA during this period: The EPA case number assigned to the
NOC, the date the NOC was received by EPA, the projected end date for
EPA's review of the NOC, and chemical identity.

                               Table III--29 NOCs Received From 1/14/13 to 2/08/13
----------------------------------------------------------------------------------------------------------------
                                                         Commencement
               Case No.                  Received date    notice end                    Chemical
                                                             date
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P-07-0122.............................       1/25/2013      12/27/2012  (G) Glycerol fatty acid ester.
P-08-0304.............................       1/15/2013      12/17/2012  (G) Substituted carbocycle, [(N-
                                                                         carbocycleamino)-heterocycle-yl]-bis-.
P-10-0181.............................       1/16/2013       1/10/2013  (G) Phenyl glycidyl ether derivative.
P-11-0060.............................       1/29/2013       1/16/2013  (G) Methylenebis, polymer with
                                                                         alkanedioic acid, alkylene glycols,
                                                                         alkoxylated alkanepolyol and
                                                                         substituted trialkoxysilane.
P-11-0232.............................       1/30/2013       1/17/2013  (G) Acryloxy functional siloxane.
P-12-0028.............................       1/21/2013       1/17/2013  (S) D-glucopyranose, oligomeric, C10-16-
                                                                         alkyl glycosides, 2,3-dihydroxypropyl
                                                                         ethers, hydrogen succinates, sodium
                                                                         salts, polymers with 1,3-dichloro-2-
                                                                         propanol.
P-12-0062.............................       1/30/2013       1/17/2013  (G) Dimethylalkoxylated
                                                                         polydimethylsiloxane and methoxy
                                                                         functional silica.
P-12-0224.............................       1/30/2013       1/25/2013  (G) Ester.
P-12-0240.............................       1/11/2013      12/17/2012  (G) Ammonium molybdenum tungsten nickel
                                                                         hydroxide maleate.
P-12-0257.............................       1/16/2013        1/1/2013  (G) Brominated by-product stream.
P-12-0260.............................       1/30/2013       1/20/2013  (G) Brominated aliphatic alcohol.
P-12-0312.............................       1/21/2013        1/3/2013  (S) Aluminoxanes, me.
P-12-0332.............................       1/30/2013       1/17/2013  (G) Brominated distillation bottoms.
P-12-0448.............................       1/22/2013        1/7/2013  (S) Zirconium, dichloro[[(1,2,3,4,5-
                                                                         .eta.)-3-(1,1-dimethylethyl)-2,4-
                                                                         cyclopentadien-1-ylidene] (1-
                                                                         methylethylidene) [(1,2,3,3a,7a-.eta.)-
                                                                         2-methyl-1H-inden-1-ylidene]]-.
P-12-0464.............................       1/14/2013      12/22/2012  (S) Iodonium, diphenyl-, 4,4'-di-C10-13
                                                                         alkyl derivates., (oc-6-11)-
                                                                         hexafluoroantimonates(1-).
P-12-0475.............................       1/31/2013       1/30/2013  (S) Butanoic acid, 2-methyl-5-(1-
                                                                         methylethyl)cyclopentyl ester.
P-12-0492.............................       1/21/2013      12/22/2012  (G) Alkylphenol.
P-12-0559.............................       1/22/2013       1/17/2013  (G) Acrylic silane polymer.
P-12-0560.............................       1/11/2013      12/19/2012  (S) Slimes and sludges, aluminum and
                                                                         iron casting, wastewater treatment,
                                                                         solid waste.
P-12-0567.............................       1/31/2013       1/29/2013  (G) Polyethylene glycol, polymer with
                                                                         diisocyanate, alkanol-blocked.
P-12-0571.............................       1/16/2013       1/14/2013  (G) Halogenated diketopyrrolopyrrol
                                                                         derivative.
P-13-0001.............................        2/1/2013       1/29/2013  (G) Vegetable-oil fatty acids,
                                                                         conjugated, polymers with substituted
                                                                         propanoic acid, polyol, anhydride,
                                                                         polyethylene glycol, propylene glycol
                                                                         and trimethylolpropane.
P-13-0003.............................       1/15/2013       1/14/2013  (G) Castor oil, polymer with glycol and
                                                                         phthalic anhydride.
P-13-0014.............................        2/1/2013       1/29/2013  (G) Substituted carboxylic acid,
                                                                         compound with hetermonocyclic polymer
                                                                         with substituted carboxylic acid,
                                                                         substituted heteromonocycle and
                                                                         heteromonocycle.
P-13-0016.............................       1/21/2013       1/10/2013  (S) 1,4-butanediol, polymer with 1,4-
                                                                         diisocyanatobenzene and -hydro-
                                                                         hydroxypoly(oxy-1,4-butanediyl).
P-13-0025.............................       1/30/2013        1/9/2013  (G) Acid modified petroleum residuum.
P-13-0026.............................       1/30/2013        1/9/2013  (G) Acid modified petroleum residuum.
P-13-0027.............................       1/30/2013        1/9/2013  (G) Acid modified petroleum residuum.
P-13-0029.............................       1/21/2013       1/10/2013  (S) Automotive metal recovery.
----------------------------------------------------------------------------------------------------------------

    If you are interested in information that is not included in these
tables, you may contact EPA as described in Unit II. to access
additional non-CBI information that may be available.

List of Subjects

    Environmental protection, Chemicals, Hazardous substances, Imports,
Notice of commencement, Premanufacturer, Reporting and recordkeeping
requirements, Test marketing exemptions.

    Dated: March 4, 2013.
Chandler Sirmons,
Acting Director, Information Management Division, Office of Pollution
Prevention and Toxics.
[FR Doc. 2013-06684 Filed 3-21-13; 8:45 am]
BILLING CODE 6560-50-P


[Federal Register Volume 78, Number 177 (Thursday, September 12, 2013)]
[Notices]
[Pages 56256-56261]
[FR Doc No: 2013-22166]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-70342; File No. SR-NYSEArca-2013-71]

Self-Regulatory Organizations; NYSE Arca, Inc.; Order Granting
Approval 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

September 6, 2013.

I. Introduction

    On July 9, 2013, NYSE Arca, Inc. (``Exchange'' or ``NYSE Arca'')
filed with the Securities and Exchange Commission (``Commission''),
pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act'' or ``Exchange Act'') \1\ and Rule 19b-4 thereunder,\2\ a
proposed rule change to list and trade shares (``Shares'') of the SPDR
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, ``Funds'') under NYSE Arca Equities Rule
8.600. The proposed rule change was published for comment in the
Federal Register on July 24, 2013.\3\ The Commission received no
comments on the proposed rule change. This order grants approval of the
proposed rule change.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 70005 (July 18,
2013), 78 FR 44609 (``Notice'').
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II. Description of the Proposed Rule Change

    The Exchange proposes to list and trade Shares of the Funds under
NYSE Arca Equities Rule 8.600, which governs the listing and trading of
Managed Fund Shares on the Exchange. The Shares will be offered by SSgA
Active ETF Trust (``Trust''), which is organized as a Massachusetts
business trust and is registered with the Commission as an open-end
management investment company.\4\ The investment adviser to the Funds
will be SSgA Funds Management, Inc. (``Adviser''). State Street Global
Markets, LLC (``Distributor'') will be the principal underwriter and
distributor of the Funds' Shares. State Street Bank and Trust Company
(``Administrator,'' ``Custodian,'' or ``Transfer Agent'') will serve as
administrator, custodian, and transfer agent for the Funds.
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    \4\ The Trust is registered under the Investment Company Act of
1940 (``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 (``Securities Act'') and the 1940
Act relating to the Funds (File Nos. 333-173276 and 811-22542)
(``Registration Statement''). 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'').
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    The Exchange states that the Adviser is not a broker-dealer but is
affiliated with a broker-dealer and has implemented a fire wall with
respect to its broker-dealer affiliate regarding access to information
concerning the composition of and changes to the Funds' portfolio.\5\
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    \5\ See NYSE Arca Equities Rule 8.600, Commentary .06. 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,
it will implement a fire wall with respect to its relevant personnel
or its broker-dealer affiliate regarding access to information
concerning the composition of and 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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SPDR SSgA Ultra Short Term Bond ETF

    The SPDR SSgA 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. Under normal
circumstances,\6\ the Fund will invest all of its assets in the SSgA
Ultra Short Term Bond Portfolio (``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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    \6\ 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.\7\ The Bond Portfolio will invest
in fixed and floating rate securities of varying maturities,\8\ 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's
acceptances). Under normal circumstances, the effective duration of the
Bond Portfolio is expected to be between three and nine months. \9\ In
addition, the Bond Portfolio expects to maintain a weighted average
maturity between six and eighteen months.\10\ 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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    \7\ 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.
    \8\ 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.
    \9\ 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.
    \10\ 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

    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
(``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.\11\ 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's acceptances).
---------------------------------------------------------------------------

    \11\ See note 7, 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. 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.

SPDR SSgA Aggressive Ultra Short Term Bond ETF

    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 (``Aggressive
Portfolio'' and, together with the Bond Portfolio and the Conservative
Portfolio, collectively, ``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.\12\
---------------------------------------------------------------------------

    \12\ See note 7, supra.
---------------------------------------------------------------------------

    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's acceptances).
    Under normal circumstances, the effective duration of the
Aggressive Portfolio is expected to be between six and twelve months.
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.

Principal Investments

    Each Portfolio will invest in bonds, including zero coupon
bonds,\13\ fixed rate bonds,\14\ and ``floating-rate'' or ``variable-
rate'' bonds.\15\ In addition, each Portfolio may invest in U.S. and
non-U.S. corporate bonds, which will be denominated in U.S. dollars.
---------------------------------------------------------------------------

    \13\ 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).
    \14\ 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.
    \15\ 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.
---------------------------------------------------------------------------

    Each Portfolio may invest in collateralized loan obligations
(``CLOs'') to the extent they meet the minimum NRSRO rating requirement
described

above for each Portfolio. While the assets underlying CLOs are
typically ``Senior Loans,''\16\ the assets may also include (i)
unsecured loans, (ii) other debt securities that are rated below
investment grade, (iii) debt tranches of other CLOs,\17\ and (iv)
equity securities incidental to investments in Senior Loans.
---------------------------------------------------------------------------

    \16\ 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.
    \17\ 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 constitute 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.
---------------------------------------------------------------------------

    Each Portfolio may invest in sovereign debt, which will be
denominated in U.S. dollars, and in U.S. Government obligations. U.S.
Government obligations include securities issued or guaranteed as to
principal and interest by the U.S. Government or its agencies or
instrumentalities.\18\ The Portfolios may invest in asset-backed and
commercial mortgaged-backed securities.\19\ 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.
---------------------------------------------------------------------------

    \18\ 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'').
    \19\ 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.
---------------------------------------------------------------------------

    Each Portfolio may invest a substantial portion of its assets in
U.S. agency mortgage pass-through securities. Each Portfolio may invest
in restricted securities.\20\ 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 or its agencies
or instrumentalities (including government-sponsored enterprises);
(iii) negotiable certificates of deposit, banker's 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;\21\ (v) non-convertible corporate debt securities (e.g., bonds
and debentures) that have remaining maturities at the date of purchase
of not more than 397 days and that satisfy the rating requirements set
forth in Rule 2a-7 under the 1940 Act; and (vi) short-term U.S. dollar-
denominated obligations of foreign banks (including U.S. branches)
that, in the opinion of the Adviser, are of comparable quality to
obligations of U.S. banks that may be purchased by a Portfolio.
---------------------------------------------------------------------------

    \20\ 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.
    \21\ 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.
---------------------------------------------------------------------------

    The Funds are actively-managed and are 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.\22\
---------------------------------------------------------------------------

    \22\ 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)).
---------------------------------------------------------------------------

Other Investments

    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, exchange
traded products (``ETPs''),\23\ including

exchange-traded funds registered under the 1940 Act that seek to track
the performance of a market index (``Underlying ETFs'') and exchange
traded notes (``ETNs'').\24\
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    \23\ 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.
    \24\ ETNs are debt obligations of investment banks; they are
traded on exchanges and their returns 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.
---------------------------------------------------------------------------

    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.\25\ Additionally, each Portfolio
may invest in preferred securities, convertible securities, high yield
debt securities, and Variable Rate Demand Obligations.
---------------------------------------------------------------------------

    \25\ 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.
---------------------------------------------------------------------------

    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. Each Portfolio may invest a portion of its assets in
Build America 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.\26\
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    \26\ 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.
---------------------------------------------------------------------------

    Further, 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. Additionally, each Portfolio may invest in sovereign debt,
which may be denominated in local currencies. Each Portfolio may also
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
which 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, 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.\27\
---------------------------------------------------------------------------

    \27\ The Exchange represents that 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).
---------------------------------------------------------------------------

    Each Portfolio will be classified as a ``non-diversified''
investment company under the 1940 Act and will not concentrate its
investments in any particular industry or sector. The Portfolios intend
to qualify for and to elect treatment as a separate regulated
investment company under Subchapter M of the Internal Revenue Code.
    In extreme situations or market conditions,\28\ 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.
---------------------------------------------------------------------------

    \28\ 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.

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., ``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., ``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 an 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., 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.

III. Discussion and Commission's Findings

    After careful review, the Commission finds that the proposed rule
change is consistent with the requirements of Section 6 of the Act \29\
and the rules and regulations thereunder applicable to a national
securities exchange.\30\ In particular, the Commission finds that the
proposed rule change is consistent with Section 6(b)(5) of the Act,\31\
which requires, among other things, that the Exchange's rules be
designed to prevent fraudulent and manipulative acts and practices, to
promote just and equitable principles of trade, to foster cooperation
and coordination with persons engaged in facilitating transactions in
securities, to remove impediments to and perfect the mechanism of a
free and open market and a national market system, and, in general, to
protect investors and the public interest. The Commission notes that
the Shares of the Funds must comply with the requirements of NYSE Arca
Equities Rule 8.600 to be listed and traded on the Exchange.
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    \29\ 15 U.S.C. 78f.
    \30\ In approving this proposed rule change, the Commission
notes that it has considered the proposed rule's impact on
efficiency, competition, and capital formation. See 15 U.S.C.
78c(f).
    \31\ 15 U.S.C. 78f(b)(5).
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    The Commission finds that the proposal to list and trade the Shares
on the Exchange is consistent with Section 11A(a)(1)(C)(iii) of the
Act,\32\ which sets forth Congress's finding that it is in the public
interest and appropriate for the protection of investors and the
maintenance of fair and orderly markets to assure the availability to
brokers, dealers, and investors of information with respect to
quotations for, and transactions in, securities. Quotation and last-
sale information for the Shares will be available via the Consolidated
Tape Association (``CTA'') high-speed line. In addition, an indicative
optimized portfolio value, which is the Portfolio Indicative Value as
defined in NYSE Arca Equities Rule 8.600(c)(3), relating to each Fund
will be widely disseminated every 15 seconds during the Core Trading
Session by one or more major market data vendors.\33\ 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.\34\ The NAV of a Fund will be determined once each
business day, normally as of the closing of the regular trading session
on the New York Stock Exchange (normally 4:00 p.m. Eastern Time). A
basket composition file, which will include 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 New York Stock Exchange via National Securities Clearing
Corporation. Information regarding market price and trading volume of
the Shares will be continually available on a real-time basis
throughout the day on brokers' computer screens and other electronic
services. Information regarding the previous day's closing price and
trading volume information for the Shares will be published daily in
the financial section of newspapers. The intra-day, closing, and
settlement prices of the Portfolio securities and other assets will
also be readily available from the national securities exchanges
trading those securities, automated quotation systems, published or
other public sources, or on-line information services such as Bloomberg
or Reuters. The Funds' Web site will include a form of the prospectus
for the Funds and additional data relating to NAV and other applicable
quantitative information.
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    \32\ 15 U.S.C. 78k-1(a)(1)(C)(iii).
    \33\ According to the Exchange, several major market data
vendors widely disseminate or make widely available Portfolio
Indicative Values taken from CTA or other data feeds.
    \34\ 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.
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    The Commission further believes that the proposal to list and trade
the Shares is reasonably designed to promote fair disclosure of
information that may be necessary to price the Shares appropriately and
to prevent trading when a reasonable degree of transparency cannot be
assured. The Commission notes that the Exchange will obtain a
representation from the issuer of the Shares that the NAV 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.\35\
In addition, trading in Shares of the Funds 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. The Exchange may halt trading
in the Shares if trading is not occurring in the securities or the
financial instruments constituting the Disclosed Portfolio of the
Funds, or if other unusual conditions or circumstances detrimental to
the maintenance of a fair and orderly market are present.\36\ Further,
the Commission notes that the Reporting Authority that provides the
Disclosed Portfolio must implement and maintain, or be subject to,
procedures designed to prevent the use and dissemination of material,
non-public information regarding the actual components of the
portfolio.\37\ The Commission also notes that the Financial Industry
Regulatory Authority (``FINRA'') on behalf of the Exchange,\38\ will
communicate as needed regarding trading in the Shares with other
markets that are members of the Intermarket Surveillance Group
(``ISG'') or with which the Exchange has in place a comprehensive
surveillance sharing agreement. The Exchange states that it has a
general policy prohibiting the distribution of material, non-public
information by its employees. \39\ The Exchange also states that the
Adviser is affiliated with a broker-dealer, and the Adviser has
implemented a fire wall with respect to its broker-dealer affiliate
regarding access to information concerning the composition of and
changes to the portfolio.\40\
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    \35\ See NYSE Arca Equities Rule 8.600(d)(1)(B).
    \36\ See NYSE Arca Equities Rule 8.600(d)(2)(C) (providing
additional considerations for the suspension of trading in or
removal from listing of Managed Fund Shares on the Exchange). 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. 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.
    \37\ See NYSE Arca Equities Rule 8.600(d)(2)(B)(ii).
    \38\ The Exchange states that, while 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.
    \39\ 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.
    \40\ See supra note 4. An investment adviser to an open-end fund
is required to be registered under the Investment Advisers Act of
1940 (``Advisers Act''). As a result, the Adviser and 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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    The Exchange represents that the Shares are deemed to be equity
securities, thus rendering trading in the Shares subject to the
Exchange's existing rules governing the trading of equity securities.
In support of this proposal, the Exchange has made representations,
including:
    (1) The Shares will conform to the initial and continued listing
criteria under NYSE Arca Equities Rule 8.600.
    (2) The Exchange has appropriate rules to facilitate transactions
in the Shares during all trading sessions.
    (3) The Exchange represents that trading in the Shares will be
subject to the existing trading surveillances, administered by FINRA on
behalf of the Exchange, which are designed to detect violations of
Exchange rules and applicable federal securities laws and 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.
    (4) 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.
Specifically, the Information Bulletin will discuss the following: (a)
The procedures for purchases and redemptions of Shares in Creation
Units (and that Shares are not individually redeemable); (b) 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; (c) 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; (d) how information regarding the Portfolio Indicative
Value will be disseminated; (e) the requirement that Equity Trading
Permit Holders deliver a prospectus to investors purchasing newly
issued Shares prior to or concurrently with the confirmation of a
transaction; and (f) trading information.
    (5) For initial and continued listing, the Funds will be in
compliance with Rule 10A-3 under the Exchange Act,\41\ as provided by
NYSE Arca Equities Rule 5.3.
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    \41\ 17 CFR 240.10A-3.
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    (6) 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.
    (7) For each of the Portfolios, the Adviser will invest, under
normal circumstances, at least 80% of each Portfolio's net assets in a
diversified portfolio of U.S. dollar-denominated investment grade fixed
income securities. The Bond Portfolio and 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 (and for the
Aggressive Portfolio, a minimum of the lowest BBB rating by any NRSRO),
or, if unrated, determined by the Adviser to be of equivalent quality.
    (8) 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.\42\
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    \42\ See note 22, supra.
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    (9) 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 Funds' investments will be
consistent with its respective investment objective and will not be
used to enhance leverage.
    (10) Non-agency residential mortgage-backed and commercial
mortgage-backed investments each will be limited to 10% for each of the
Portfolios.
    (11) The 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, other privately issued securities, loans, and loan
participations.
    (12) A minimum of 100,000 Shares for each Fund will be outstanding
at the commencement of trading on the Exchange.
This approval order is based on all of the Exchange's representations
and description of the Funds, including those set forth above and in
the Notice.
    For the foregoing reasons, the Commission finds that the proposed
rule change is consistent with Section 6(b)(5) of the Act \43\ and the
rules and regulations thereunder applicable to a national securities
exchange.
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    \43\ 15 U.S.C. 78f(b)(5).
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IV. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\44\ that the proposed rule change (SR-NYSEArca-2013-71) be, and it
hereby is, approved.
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    \44\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\45\
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    \45\ 17 CFR 200.30-3(a)(12).
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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2013-22166 Filed 9-11-13; 8:45 am]
BILLING CODE 8011-01-P