[Federal Register Volume 79, Number 247 (Wednesday, December 24, 2014)]
[Notices]
[Pages 77545-77548]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2014-30128]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 31384; 812-13961]


SSgA Funds Management, Inc., et al.; Notice of Application

December 18, 2014.
AGENCY: Securities and Exchange Commission (the ``Commission'').

ACTION: Notice of an application under section 6(c) of the Investment 
Company Act of 1940 (``Act'') for an exemption from section 15(a) of 
the Act and rule 18f-2 under the Act, as well as from certain 
disclosure requirements.

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Summary of Application: Applicants request an order that would permit 
them to enter into and materially amend subadvisory agreements without 
shareholder approval and would grant relief from certain disclosure 
requirements.

Applicants: SSgA Funds Management, Inc. (``SSgA FM'') and SPDR Series 
Trust, SPDR Index Shares Funds, SSgA Master Trust and SSgA Active Trust 
(each, a ``Trust,'' and collectively, the ``Trusts,'' and together with 
SSgA FM, ``Applicants'').

DATES:  Filing Dates: The application was filed on September 16, 2011, 
and amended on March 13, 2012, August 18, 2014 and December 12, 2014. 
Applicants have agreed to file an amendment during the notice period, 
the substance of which is reflected in this notice.

Hearing or Notification of Hearing: An order granting the application 
will be issued unless the Commission orders a hearing. Interested 
persons may request a hearing by writing to the Commission's Secretary 
and serving Applicants with a copy of the request, personally or by 
mail. Hearing requests should be received by the Commission by 5:30 
p.m. on January 12, 2015, and should be accompanied by proof of service 
on Applicants, in the form of an affidavit or, for lawyers, a 
certificate of service. Pursuant to rule 0-5 under the Act, hearing 
requests should state the nature of the writer's interest, any facts 
bearing upon the desirability of a hearing on the matter, the reason 
for the request, and the issues contested. Persons who wish to be 
notified of a hearing may request notification by writing to the 
Commission's Secretary.

ADDRESSES: The Commission: Secretary, U.S. Securities and Exchange 
Commission, 100 F Street NE., Washington, DC 20549-1090. Applicants: 
Joshua A. Weinberg, Esq., State Street Global Advisors, State Street 
Financial Center, One Lincoln Street, Boston, MA 02111.

FOR FURTHER INFORMATION CONTACT: Mark N. Zaruba, Senior Counsel, at 
(202) 551-6878, or Mary Kay Frech, Branch Chief, at (202) 551-6821 
(Division of Investment Management, Office of Investment Company 
Regulation).

SUPPLEMENTARY INFORMATION: The following is a summary of the 
application. The complete application may be obtained via the 
Commission's Web site by searching for the file number, or an applicant 
using the ``Company'' name box, at http://www.sec.gov/search/search.htm 
or by calling (202) 551-8090.

Applicants' Representations

    1. Each Trust is organized as a business trust under the laws of 
the Commonwealth of Massachusetts and registered under the Act as an 
open-end management investment company. Each Trust will offer multiple 
series (each a ``Fund''),\1\ some of which currently operate, or may in 
the future operate, as exchange-traded funds.\2\ SSgA FM, a 
Massachusetts corporation, is a wholly-owned subsidiary of State Street 
Corporation. SSgA FM is, and any other Adviser will be, registered as 
an investment adviser under the Investment Advisers Act of 1940 (the

[[Page 77546]]

``Advisers Act''). SSgA FM serves as the investment adviser to each of 
the Funds pursuant to a separate investment advisory agreement (each, 
an ``Investment Advisory Agreement'' and collectively, the ``Investment 
Advisory Agreements'') with the relevant Trust. Each Investment 
Advisory Agreement was approved by the Trust's board of trustees (the 
``Board''),\3\ including a majority of the trustees who are not 
``interested persons,'' as defined in section 2(a)(19) of the Act (for 
any Board, the ``Independent Trustees''), and by the initial 
shareholder of each Fund in the manner required by sections 15(a) and 
15(c) of the Act and rule 18f-2 under the Act.
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    \1\ Currently, certain series of SSgA Active Trust are part of a 
Master-Feeder Structure as Feeder Funds investing in corresponding 
Master Funds that are series of SSgA Master Trust. A ``Master-Feeder 
Structure'' involves a ``Feeder Fund'' investing in a corresponding 
``Master Fund.''
    \2\ Applicants also request relief with respect to future series 
of the Trust and any other existing or future registered open-end 
management investment company or series thereof that: (a) Is advised 
by SSgA FM or an entity controlling, controlled by, or under common 
control with SSgA FM (collectively, the ``Adviser'') or its 
successors; (b) uses the multi-manager structure described in the 
application (``Manager of Managers Structure''); and (c) complies 
with the terms and conditions of the application (included in the 
term ``Funds''). Every entity that currently intends to rely on the 
requested order is named as an Applicant. For purposes of the 
requested order, ``successor'' is limited to an entity or entities 
that result from a reorganization into another jurisdiction or a 
change in the type of business organization. If the name of any Fund 
contains the name of a Sub-Adviser (as defined below), the name of 
the Adviser, or a trademark or trade name that is owned or licensed 
by the Adviser, will precede the name of the Sub-Adviser.
    \3\ The term ``Board'' also includes the board of trustees or 
directors of a future Fund, if different.
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    2. Under the terms of each Investment Advisory Agreement, the 
Adviser, subject to the oversight of the Board, manages the investment 
operations and determines the composition of the portfolio of each 
Fund, including the purchase, retention and disposition of the 
securities and other instruments held by the Fund. For its services to 
each Fund, the Adviser receives an investment advisory fee from that 
Fund as specified in the applicable Investment Advisory Agreement 
computed as a percentage of the Fund's average daily net assets. Each 
Investment Advisory Agreement also permits the Adviser, subject to the 
approval of the Board, including a majority of the Independent 
Trustees, and the shareholders of the applicable Fund (if required by 
applicable law), to delegate portfolio management responsibilities of 
all or a portion of a Fund to one or more subadvisers (``Sub-
Advisers''). The Adviser has entered into subadvisory agreements 
(``Sub-Advisory Agreements'') with various Sub-Advisers to provide 
investment advisory services to certain Funds.\4\ Each Sub-Adviser is, 
and each future Sub-Adviser will be, an ``investment adviser'' as 
defined in section 2(a)(20) of the Act as well as registered with the 
Commission as an investment adviser under the Advisers Act or exempt 
from such registration. The Adviser will evaluate and recommend Sub-
Advisers to the Board and will monitor and evaluate each Sub-Adviser's 
investment programs, performance and compliance. The Adviser will 
recommend to the Board whether Sub-Advisory Agreements should be 
renewed, modified or terminated. The Adviser currently compensates each 
Sub-Adviser out of the fee paid by a Fund to the Adviser under the 
Investment Advisory Agreement. However, Applicants note that future 
arrangements with one or more Sub-Advisers may be implemented whereby a 
Fund will be responsible for paying subadvisory fees directly to the 
Sub-Adviser.
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    \4\ Currently, Nuveen Asset Management LLC, GSO/Blackstone Debt 
Funds Management LLC, and Massachusetts Financial Services Company 
serve as Sub-Advisers to certain Funds.
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    3. Applicants request an order (``Order'') to permit the Adviser, 
subject to Board approval, to select certain Sub-Advisers to manage all 
or a portion of the assets of a Fund pursuant to a Sub-Advisory 
Agreement and materially amend Sub-Advisory Agreements without 
obtaining shareholder approval. The requested relief will not extend to 
any Sub-Adviser that is an affiliated person, as defined in section 
2(a)(3) of the Act, of a Fund, any Feeder Fund, or the Adviser, other 
than by reason of serving as a Sub-Adviser to a Fund (``Affiliated Sub-
Adviser'').
    4. Applicants also request an order exempting the Funds from 
certain disclosure provisions described below that may require the 
Applicants to disclose fees paid by the Adviser or a Fund to each Sub-
Adviser. Applicants seek an order to permit each Fund to disclose (as a 
dollar amount and a percentage of a Fund's net assets) only: (a) The 
aggregate fees paid to the Adviser and any Affiliated Sub-Advisers; and 
(b) the aggregate fees paid to Sub-Advisers other than Affiliated Sub-
Advisers (collectively, the ``Aggregate Fee Disclosure''). A Fund that 
employs an Affiliated Sub-Adviser will provide separate disclosure of 
any fees paid to the Affiliated Sub-Adviser.
    5. The Funds will inform shareholders of the hiring of a new Sub-
Adviser pursuant to the following procedures (``Modified Notice and 
Access Procedures''): (a) Within 90 days after a new Sub-Advisor is 
hired for any Fund, that Fund will send its shareholders \5\ either a 
Multi-manager Notice or a Multi-manager Notice and Multi-manager 
Information Statement; \6\ and (b) the Fund will make the Multi-manager 
Information Statement available on the Web site identified in the 
Multi-manager Notice no later than when the Multi-manager Notice (or 
Multi-manager Notice and Multi-manager Information Statement) is first 
sent to shareholders, and will maintain it on that Web site for at 
least 90 days.
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    \5\ If the Fund utilizing the Manager of Managers Structure is a 
Master Fund, for purposes of the Modified Notice and Access 
Procedures, `shareholders' include both the shareholders of the 
applicable Master Fund and the shareholders of its Feeder Funds.
    \6\ A ``Multi-manager Notice'' will be modeled on a Notice of 
Internet Availability as defined in rule 14a-16 under the Securities 
Exchange Act of 1934 (``Exchange Act''), and specifically will, 
among other things: (a) Summarize the relevant information regarding 
the new Sub-Adviser; (b) inform shareholders that the Multi-manager 
Information Statement is available on a Web site; (c) provide the 
Web site address; (d) state the time period during which the Multi-
manager Information Statement will remain available on that Web 
site; (e) provide instructions for accessing and printing the Multi-
manager Information Statement; and (f) instruct the shareholder that 
a paper or email copy of the Multi manager Information Statement may 
be obtained, without charge, by contacting the Funds.
    A ``Multi-manager Information Statement'' will meet the 
requirements of Regulation 14C, Schedule 14C and Item 22 of Schedule 
14A under the Exchange Act for an information statement, except as 
modified by the requested order to permit Aggregate Fee Disclosure. 
Multi-manager Information Statements will be filed electronically 
with the Commission via the EDGAR system.
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Applicants' Legal Analysis

    1. Section 15(a) of the Act provides, in relevant part, that it is 
unlawful for any person to act as an investment adviser to a registered 
investment company except pursuant to a written contract that has been 
approved by the vote of a majority of the company's outstanding voting 
securities. Rule 18f-2 under the Act provides that each series or class 
of stock in a series investment company affected by a matter must 
approve that matter if the Act requires shareholder approval.
    2. Form N-1A is the registration statement used by open-end 
investment companies. Item 19(a)(3) of Form N-1A requires disclosure of 
the method and amount of the investment adviser's compensation.
    3. Rule 20a-1 under the Act requires proxies solicited with respect 
to an investment company to comply with Schedule 14A under the Exchange 
Act. Items 22(c)(1)(ii), 22(c)(1)(iii), 22(c)(8) and 22(c)(9) of 
Schedule 14A, taken together, require a proxy statement for a 
shareholder meeting at which the advisory contract will be voted upon 
to include the ``rate of compensation of the investment adviser,'' the 
``aggregate amount of the investment adviser's fees,'' a description of 
the ``terms of the contract to be acted upon,'' and, if a change in the 
advisory fee is proposed, the existing and proposed fees and the 
difference between the two fees.
    4. Regulation S-X sets forth the requirements for financial 
statements required to be included as part of a registered investment 
company's registration statement and shareholder reports filed with the 
Commission. Sections 6-07(2)(a), (b) and (c) of Regulation S-X require 
a registered investment company to include in its financial statement 
information about the investment advisory fees.

[[Page 77547]]

    5. Section 6(c) of the Act provides that the Commission may exempt 
any person, security, or transaction or any class or classes of 
persons, securities, or transactions from any provisions of the Act, or 
from any rule thereunder, if such exemption is necessary or appropriate 
in the public interest and consistent with the protection of investors 
and the purposes fairly intended by the policy and provisions of the 
Act. Applicants state that the requested relief meets this standard for 
the reasons discussed below.
    6. Applicants assert that the shareholders expect the Adviser, 
subject to the review and approval of the Board, to select the Sub-
Advisers who are best suited to achieve the Fund's investment 
objective. Applicants assert that, from the perspective of the 
shareholder, the role of the Sub-Adviser is substantially equivalent to 
the role of the individual portfolio managers employed by traditional 
investment company advisory firms. Applicants state that requiring 
shareholder approval of each Subadvisory Agreement would impose 
unnecessary delays and expenses on the Funds, and may preclude the Fund 
from acting promptly when the Board and the Adviser believe that a 
change would benefit a Fund and its shareholders. Applicants note that 
the Investment Advisory Agreement and any Sub-Advisory Agreement with 
an Affiliated Sub-Adviser (if any) will continue to be subject to the 
shareholder approval requirements of section 15(a) of the Act and rule 
18f-2 under the Act.
    7. Applicants assert that the requested disclosure relief would 
benefit shareholders of the Funds because it would improve the 
Adviser's ability to negotiate the fees paid to Sub-Advisers. 
Applicants state that the Adviser may be able to negotiate rates that 
are below a Sub-Adviser's ``posted'' amounts, if the Adviser is not 
required to disclose the Sub-Advisers' fees to the public. Applicants 
submit that the requested relief will encourage Sub-Advisers to 
negotiate lower subadvisory fees with the Adviser if the lower fees are 
not required to be made public.

Applicants' Conditions

    Applicants agree that any order granting the requested relief will 
be subject to the following conditions: \7\
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    \7\ Applicants will only comply with conditions 12, 13, 14 and 
15 with respect to those series that rely on the relief that would 
allow them to provide Aggregate Fee Disclosure. Each Trust will 
comply with condition 13 if any series of the respective Trust 
provides Aggregate Fee Disclosure in its registration statement.
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    1. Before a Fund may rely on the Order, the operation of the Fund 
in the manner described in the application will be approved by a 
majority of the Fund's outstanding voting securities, as defined in the 
Act, which in the case of a Master Fund will include voting 
instructions provided by shareholders of the Feeder Funds investing in 
such Master Fund or other voting arrangements that comply with section 
12(d)(1)(E)(iii)(aa) of the Act, or, in the case of a Fund whose public 
shareholders purchase shares on the basis of a prospectus containing 
the disclosure contemplated by condition 2 below, by the initial 
shareholder(s) before offering the Fund's shares to the public.
    2. Each Fund that relies on the Order, and in the case of Master 
Fund relying on the Order, each Feeder Fund investing in such Master 
Fund, will disclose in its prospectus the existence, substance, and 
effect of any Order granted pursuant to the application. Each Fund 
relying on the Order (and any such Feeder Fund) will hold itself out to 
the public as utilizing the Manager of Managers Structure. Each 
prospectus will prominently disclose that the Adviser has ultimate 
responsibility (subject to oversight by the Board) to oversee the Sub-
Advisers and recommend their hiring, termination and replacement.
    3. Funds will inform shareholders, and if the Fund relying on the 
Order is a Master Fund, shareholders of any Feeder Funds of the hiring 
of a new Sub-Adviser within 90 days after the hiring of the new Sub-
Adviser pursuant to the Modified Notice and Access Procedures.
    4. The Adviser will not enter into a Sub-Advisory Agreement with 
any Affiliated Sub-Adviser without such agreement, including the 
compensation to be paid thereunder, being approved by the shareholders 
of the applicable Fund.
    5. At all times, at least a majority of the Board will be 
Independent Trustees and the nomination of new or additional 
Independent Trustees will be at the discretion of the then-existing 
Independent Trustees.
    6. Whenever a Sub-Adviser change is proposed for a Fund with an 
Affiliated Sub-Adviser, the Board, including a majority of the 
Independent Trustees, will make a separate finding, reflected in the 
applicable Board minutes, that such change is in the best interests of 
such Fund and its shareholders, and if the Fund relying on the Order is 
a Master Fund, the best interests of any applicable Feeder Funds and 
their respective shareholders, and does not involve a conflict of 
interest from which the Adviser or an Affiliated Sub-Adviser derives an 
inappropriate advantage.
    7. The Adviser will provide general management services to each 
Fund relying on the Order, including overall supervisory responsibility 
for the general management and investment of the Fund's assets and, 
subject to review and approval by the Board, will: (i) Set the Fund's 
overall investment strategies; (ii) evaluate, select and recommend Sub-
Advisers to provide purchase and sale recommendations to the Adviser or 
investment advice to all or a portion of the Fund's assets; (iii) 
allocate and, when appropriate, reallocate the Fund's assets among 
multiple Sub-Advisers; (iv) monitor and evaluate the Sub-Advisers' 
performance; and (v) implement procedures reasonably designed to ensure 
that Sub-Adviser(s) comply with the relevant Fund's investment 
objectives, policies and restrictions.
    8. (a) No trustee or officer of a Fund relying on the Order or a 
Controlling Feeder Fund or director or officer of the Adviser will own, 
directly or indirectly, any interest in a Sub-Adviser and (b) no 
trustee or officer of an Affiliated Feeder Fund will own, directly or 
indirectly, any interest in a Sub-Adviser of the corresponding Master 
Fund; provided, however, that the foregoing limitations shall not apply 
to: (x) Interests owned through a pooled investment vehicle that is not 
controlled by such person; (y) ownership of less than 1% of the 
outstanding securities of any class of equity or debt of a publicly 
traded company that is either a Sub-Adviser or an entity that controls, 
is controlled by or is under common control with a Sub-Adviser; or, (z) 
solely with respect to clause (a) above, ownership of interests in the 
Adviser or any entity that controls, is controlled by or is under 
common control with the Adviser.\8\
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    \8\ For purposes of this condition, (i) a ``Controlling Feeder 
Fund'' is a Feeder Fund investing in a Master Fund relying on the 
Order that controls such Master Fund, within the meaning of section 
2(a)(9) of the Act; and (ii) an ``Affiliated Feeder Fund'' is a 
Feeder Fund investing in a Master Fund relying on the Order that is 
either (a) in the same ``group of investment companies'' (within the 
meaning of section 12(d)(1)(G)(ii) of the Act) as any Fund; (b) an 
affiliated person (within the meaning of section 2(a)(3) of the Act) 
or an affiliated person of such an affiliated person of any Fund or 
of the Adviser; or (c) advised by the Adviser.
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    9. Whenever the Board approves a Sub-Advisory Agreement for a Fund, 
the Board, including a majority of the Independent Trustees, will make 
a separate finding that such approval is being made free of any 
influence from any other Fund or Feeder Fund or its respective trustees 
and officers. The finding required by this condition will

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be documented in the minutes of the meeting of the Board, together with 
the trustees' basis for the finding.
    10. Any new Sub-Advisory Agreement or any amendment to an existing 
Investment Advisory Agreement or Sub-Advisory Agreement for a Fund 
relying on the Order that directly or indirectly results in an increase 
in the aggregate advisory fee rate payable by the Fund will be 
submitted to the Fund's shareholders for approval.
    11. In the event the Commission adopts a rule under the Act 
providing substantially similar relief to that in the Order, the 
requested Order will expire on the effective date of that rule.
    12. Each Fund relying on the Order and any Feeder Fund will 
disclose in its registration statement the Aggregate Fee Disclosure.
    13. Independent Legal Counsel, as defined in rule 0-1(a)(6) under 
the Act, has been and will continue to be engaged to represent the 
Independent Trustees. The selection of such counsel will be within the 
discretion of the then-existing Independent Trustees.
    14. The Adviser will provide the Board, no less frequently than 
quarterly, with information about the profitability of the Adviser on a 
per-Fund basis for each Fund relying on the Order. The information will 
reflect the impact on profitability of the hiring or termination of any 
Sub-Adviser during the applicable quarter.
    15. Whenever a Sub-Adviser is hired or terminated, the Adviser will 
provide the Board with information showing the expected impact on the 
profitability of the Adviser.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-30128 Filed 12-23-14; 8:45 am]
BILLING CODE 8011-01-P