[Federal Register Volume 80, Number 76 (Tuesday, April 21, 2015)]
[Notices]
[Pages 22242-22243]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-09065]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-74729; File No. SR-NYSEArca-2014-100]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
of Amendment Nos. 1 and 2 to Proposed Rule Change Relating to Listing 
and Trading of Shares of the SPDR SSgA Global Managed Volatility ETF 
Under NYSE Arca Equities Rule 8.600

April 15, 2015.
    On September 5, 2014, NYSE Arca, Inc. (``Exchange'') filed with the 
Securities and Exchange Commission (``Commission''), pursuant to 
Section 19(b)(1) of the Securities Exchange Act of 1934 (``Act'') \1\ 
and Rule 19b-4 thereunder,\2\ a proposed rule change to list and trade 
shares (``Shares'') of the SPDR SSgA Global Managed Volatility ETF 
(``Fund'') under NYSE Arca Equities Rule 8.600, which governs the 
listing and trading of Managed Fund Shares. The proposed rule change 
was published for comment in the Federal Register on September 24, 
2014.\3\ On November 4, 2014, pursuant to Section 19(b)(2) of the 
Act,\4\ the Commission designated a longer period within which to 
approve the proposed rule change, disapprove the proposed rule change, 
or institute proceedings to determine whether to disapprove the 
proposed rule change.\5\ On December 22, 2014, the Commission 
instituted proceedings under Section 19(b)(2)(B) of the Act \6\ to 
determine whether to approve or disapprove the proposed rule change.\7\ 
In the Order Instituting Proceedings, the Commission solicited 
responses to specified matters related to the proposal.\8\ The 
Commission received no comment letters on the proposed rule change. The 
Exchange subsequently filed Amendment No. 1 to the proposed rule change 
on January 20, 2015.\9\ On March 20, 2015, pursuant to Section 19(b)(2) 
of the Act,\10\ the Commission designated a longer period for 
Commission action on proceedings to determine whether to disapprove the 
proposed rule change.\11\ On April 7, 2015, the Exchange filed 
Amendment No. 2 to the proposed rule change.\12\ The Commission is 
publishing this notice to solicit comments from interested persons on 
Amendment Nos. 1 and 2 to 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. 73141 (Sept. 18, 
2014), 79 FR 57161 (``Notice'').
    \4\ 15 U.S.C. 78s(b)(2).
    \5\ See Securities Exchange Act Release No. 73515, 79 FR 66758 
(Nov. 10, 2014). The Commission designated a longer period within 
which to take action on the proposed rule change and designated 
December 23, 2014, as the date by which it should approve, 
disapprove, or institute proceedings to determine whether to 
disapprove the proposed rule change.
    \6\ 15 U.S.C. 78s(b)(2)(B).
    \7\ See Securities Exchange Act Release No. 73914, 79 FR 78524 
(Dec. 30, 2014) (``Order Instituting Proceedings''). Specifically, 
the Commission instituted proceedings to allow for additional 
analysis of the proposed rule change's consistency with Section 
6(b)(5) of the Act, which requires, among other things, that the 
rules of a national securities exchange be ``designed to prevent 
fraudulent and manipulative acts and practices, to promote just and 
equitable principles of trade,'' and ``to protect investors and the 
public interest.'' See id., 79 FR at 78530.
    \8\ See id. (soliciting public comment on the statements of the 
Exchange contained in the Notice, including the statements made in 
connection with information sharing procedures with respect to 
certain non-U.S. equity security holdings and the Exchange's 
arguments regarding the applicability of the definition of 
``Actively-Traded Securities'' under Regulation M (``Reg M'')).
    \9\ The text of Amendment No. 1, which amends and replaces the 
proposed rule change in its entirety, is available on the Exchange's 
Web site, at the principal office of the Exchange, and at the 
Commission's Public Reference Room. The text of Amendment No. 1 to 
the proposed rule change is also available on the Commission's Web 
site. See Letter from Martha Redding, Senior Counsel and Assistant 
Secretary, New York Stock Exchange, to Kevin M. O'Neill, Deputy 
Secretary, Commission (Jan. 22, 2015), available at http://www.sec.gov/comments/sr-nysearca-2014-100/nysearca2014100-1.pdf.
    \10\ 15 U.S.C. 78s(b)(2).
    \11\ See Securities Exchange Act Release No. 74559, 80 FR 16047 
(Mar. 26, 2015). The Commission designated a longer period within 
which to take action on the proposed rule change and designated May 
7, 2015 as the date by which it should determine whether to 
disapprove the proposed rule change. See also Securities Exchange 
Act Release No. 74559A (Apr. 13, 2015) (correcting the date by which 
the Commission must take action on proceedings to determine whether 
to disapprove the proposed rule change to May 22, 2015).
    \12\ See Amendment No. 2, available at http://www.sec.gov/comments/sr-nysearca-2014-100/nysearca2014100-2.pdf.
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I. Description of Amendment No. 1 to the Proposed Rule Change

    As noted above, the Exchange filed Amendment No. 1 to the proposed 
rule change on January 20, 2015. Amendment No. 1 replaced the original 
proposed rule change in its entirety, but made only certain, specific 
changes to the proposed rule change as published in the Notice. The 
changes effected by Amendment No. 1 are described below.
    First, Amendment No. 1 deletes the statement in the original filing 
that the exchange-listed and traded equity securities in which the Fund 
would be permitted to invest would be limited to: (1) Equity securities 
that trade in markets that are members of the Intermarket Surveillance 
Group (``ISG'') or are parties to a comprehensive surveillance sharing 
agreement (``CSSA'') with the Exchange; or (2) ``Actively-Traded 
Securities,'' as defined in Reg M under the Act that are traded on U.S. 
and non-U.S. exchanges with last sale reporting.\13\
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    \13\ See Notice, supra note 3, at 57162.
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    Second, Amendment No. 1 replaces the deleted language described 
above with the requirement that the Fund's non-U.S. equity securities 
holdings would be subject to quantitative criteria that are 
substantially identical to the ``generic'' listing criteria in NYSE 
Arca Equities Rule 5.2(j)(3), Commentary .01(a)(B), relating to an 
index or portfolio of U.S. and non-U.S. stocks underlying a series of 
Investment Company Units. Specifically, the Exchange states that, under 
normal circumstances, the non-U.S. equity securities in the Fund's 
portfolio would be required to meet the following criteria at time of 
purchase: (1) Non-U.S. equity securities each shall have a minimum 
market value of at least $100 million; (2) non-U.S. equity securities 
each shall have a minimum global monthly trading volume of 250,000 
shares, or minimum global notional volume traded per month of 
$25,000,000, averaged over the last six months; (3) the most heavily 
weighted non-U.S. equity security shall not exceed 25% of the weight of 
the Fund's entire portfolio, and, to the extent applicable, the five 
most heavily weighted non-U.S. equity securities shall not exceed 60% 
of the weight of the Fund's entire portfolio; and (4) each non-U.S. 
equity security shall be listed and traded on an exchange that has 
last-sale reporting.\14\
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    \14\ See supra note 9, at 8.
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    Third, Amendment No. 1 clarifies that the Fund's non-U.S. equity 
securities holdings would be common stocks and preferred securities of 
foreign corporations; non-U.S. exchange-traded real estate investment 
trusts; and ``Depositary Receipts'' (excluding Depositary Receipts that 
are registered under the Act).\15\
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    \15\ Id. at 7. According to the Exchange, Depositary Receipts 
are defined to include investments in common stock of foreign 
corporations in the form of American Depositary Receipts (``ADRs''), 
Global Depositary Receipts (``GDRs''), and European Depositary 
Receipts (``EDRs''). Depositary Receipts are receipts, typically 
issued by a bank or trust company, which evidence ownership of 
underlying securities issued by a foreign corporation. For ADRs, the 
depository is typically a U.S. financial institution and the 
underlying securities are issued by a foreign issuer. For other 
Depositary Receipts, the depository may be a foreign or a U.S. 
entity, and the underlying securities may have a foreign or a U.S. 
issuer. Depositary Receipts will not necessarily be denominated in 
the same currency as their underlying securities. Generally, ADRs, 
in registered form, are designed for use in the U.S. securities 
market, and EDRs, in bearer form, are designated for use in European 
securities markets. GDRs are tradable both in the United States and 
in Europe and are designed for use throughout the world. The Fund's 
portfolio may invest in unsponsored Depositary Receipts. The issuers 
of unsponsored Depositary Receipts are not obligated to disclose 
material information in the United States, and, therefore, there may 
be less information available regarding such issuers and there may 
not be a correlation between such information and the market value 
of the Depositary Receipts. Unsponsored Depositary Receipts will not 
exceed 10% of the Fund's net assets. See Notice, supra note 3, at 
57162, n.10.

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[[Page 22243]]

    Finally, Amendment No. 1 deletes the section in the Notice titled 
``Information Sharing Procedures,'' in which the Exchange stated that 
its ability to monitor trading in the Fund would not be affected by the 
listing and trading of Actively-Traded Securities on non-ISG-member 
markets, or by the absence of CSSAs with markets on which ``Actively-
Traded Securities'' are listed or traded.\16\
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    \16\ See Notice, supra note 3, at 57167-57169.
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    In all other material respects, the proposed rule change as set 
forth in Amendment No. 1 is otherwise identical to the original 
proposed rule change set forth in the Notice.\17\
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    \17\ See Notice, supra note 3.
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II. Description of Amendment 2 to the Proposed Rule Change

    As noted above, the Exchange filed Amendment No. 2 to the proposed 
rule change on April 7, 2015. The specific changes effected by 
Amendment No. 2 are described below.
    First, Amendment No. 2 adds a statement to the proposed rule change 
requiring, under normal circumstances, the Portfolio \18\ to include a 
minimum of 20 exchange-listed and -traded equity securities. Second, 
Amendment No. 2 (a) deletes the statement in the original filing that 
pricing information regarding each asset class in which the Fund or 
Portfolio will invest will generally be available through nationally 
recognized data service providers through subscription arrangements, 
and (b) replaces the deleted language described in (a) above with a 
statement clarifying that pricing information regarding each asset 
class in which the Fund or Portfolio will invest, including Rule 144A 
securities, repurchase agreements, reverse repurchase agreements, and 
securities of investment companies (other than ETFs registered under 
the 1940 Act), will generally be available through nationally 
recognized data service providers through subscription arrangements.
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    \18\ The ``Portfolio'' is defined as SSgA Global Managed 
Volatility Portfolio, a separate series of the SSgA Master Trust 
with an identical investment objective as the Fund. See Notice, 
supra note 3, at 57162. In general, the Portfolio (i.e., the master 
fund) will be where investments will be held, which investments will 
primarily consist of equity securities, and may, to a lesser extent, 
include other investments as described under ``Non-Principal 
Investment Policies.'' The Fund (i.e., the feeder fund) will invest 
in shares of the Portfolio and will not invest in investments 
described under ``Non-Principal Investment Policies,'' but may be 
exposed to such investments by means of the Fund's investment in 
shares of the Portfolio. In extraordinary instances, the Fund 
reserves the right to make direct investments in equity securities 
and other investments. See Notice, supra note 3, at id., n.11.
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    Additional information regarding the Trust, Fund, Portfolio, and 
the Shares, including investment strategies, risks, creation and 
redemption procedures, fees, portfolio holdings disclosure policies, 
trading halts, dissemination and availability of information, 
distributions, and taxes can be found in Amendment No.1 to the proposed 
rule change and the Registration Statement, as applicable.\19\
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    \19\ See supra note 9; see also Notice, supra note 3, at 57161 
n.6 (referring to the Registration Statement on Form N-1A relating 
to the Fund (File Nos. 333-173276 and 811-22542)).
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III. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the filing, as 
modified by Amendment Nos. 1 and 2, is consistent with the Act. 
Comments may be submitted by any of the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-NYSEArca-2014-100 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-NYSEArca-2014-100. This 
file number should be included on the subject line if email is used. To 
help the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all 
written statements with respect to the proposed rule change that are 
filed with the Commission, and all written communications relating to 
the proposed rule change between the Commission and any person, other 
than those that may be withheld from the public in accordance with the 
provisions of 5 U.S.C. 552, will be available for Web site viewing and 
printing in the Commission's Public Reference Room, 100 F Street NE., 
Washington, DC 20549, on official business days between the hours of 
10:00 a.m. and 3:00 p.m. Copies of such filing will also be available 
for inspection and copying at the principal office of the Exchange. All 
comments received will be posted without change; the Commission does 
not edit personal identifying information from submissions. You should 
submit only information that you wish to make available publicly. All 
submissions should refer to File Number SR-NYSEArca-2014-100 and should 
be submitted on or before May 12, 2015.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\20\
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    \20\ 17 CFR 200.30-3(a)(57).
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Brent J. Fields,
Secretary.
[FR Doc. 2015-09065 Filed 4-20-15; 8:45 am]
 BILLING CODE 8011-01-P