Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing of Amendment No. 2 and Order Granting Accelerated Approval of a Proposed Rule Change, as Modified by Amendment No. 2, to List and Trade Shares of the SPDR SSGA Responsible Reserves ESG ETF under NYSE Arca Rule 8.600-E

I. Introduction

On January 14, 2020, 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”) and Rule 19b-4 thereunder, a proposed rule change to list and trade shares (“Shares”) of the SPDR SSGA Responsible Reserves ESG ETF (“Fund”), under NYSE Arca Rule 8.600-E (Managed Fund Shares). The proposed rule change was published for comment in the Federal Register on January 30, 2020. On March 12, 2020, pursuant to Section 19(b)(2) of the Act, 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. On April 22, 2020, the Exchange filed Amendment No. 1 to the proposed rule change, which replaced and superseded the proposed rule change as originally filed. On April 24, 2020, the Commission published notice of Amendment No. 1 and instituted proceedings under Section 19(b)(2)(B) of the Act to determine whether to approve or disapprove the proposed rule change. On May 11, 2020, the Exchange filed Amendment No. 2 to the proposed rule change, which replaced and superseded the proposed rule change, as modified by Amendment No. 1. The Commission has received no comment letters on the proposal. The Commission is publishing this notice to solicit comments on Amendment No. 2 from interested persons, and is approving the proposed rule change, as modified by Amendment No. 2, on an accelerated basis.

II. Description of the Proposed Rule Change, as Modified by Amendment No. 2

A. Description of the Fund

The Exchange proposes to list and trade Shares of the Fund under NYSE Arca Rule 8.600-E, which governs the listing and trading of Managed Fund Shares on the Exchange. The Fund is a series of the SSGA Active Trust (“Trust”). SSGA Funds Management, Inc. (“Adviser”) will be the investment adviser to the Fund, State Street Global Advisors Funds Distributors, LLC will be the distributor of the Fund's Shares, and State Street Bank and Trust Company will be the custodian and transfer agent for the Fund.

According to the Exchange, the investment objective of the Fund will be to seek to maximize current income while giving consideration to environmental, social and governance (“ESG”) criteria, consistent with the preservation of capital and liquidity by investing in a portfolio of high-quality, short-term debt obligations. The Fund will follow an investment process in which the Adviser bases its decisions on the relative attractiveness of different short-term debt instruments while considering ESG criteria at the time of purchase. According to the Exchange, the Adviser intends to consider ESG criteria at the time of purchase by using ESG-related metrics for each Fund investment. The potential investment universe will first be screened to remove issuers involved in, and/or which derive significant revenue from, certain practices, industries or product lines, including: extreme event controversies, controversial weapons, civilian firearms, thermal coal extraction, tobacco, and UN global compact violations. While issuers in the financial services sector are not included in the initial screening process, the Adviser will consider scoring criteria to assign an ESG rating to issuers in the financial services sector.

1. Principal Investments

According to the Exchange, the Fund will attempt to meet its investment objective by investing in a broad range of “Short-Term Fixed Income Securities,” as described below. Under normal market conditions, the Fund will invest at least 80% of its net assets in Short-Term Fixed Income Securities, and cash and cash equivalents to maintain a maximum dollar-weighted average maturity of sixty days or less and dollar-weighted average life of 120 days or less. Short-Term Fixed Income Securities in which the Fund will invest will have remaining maturities of 397 calendar days or less, and will consist of the following:

• short-term obligations of the U.S. Government, its agencies, instrumentalities, authorities or political subdivisions (other than cash equivalents);
• mortgage pass-through securities;

• corporate bonds, floating rate bonds or variable rate bonds (including “inverse floaters”);
• bank obligations, including negotiable certificates of deposit, time deposits and bankers' acceptances (other than cash equivalents);

• zero coupon securities;
• Eurodollar Certificates of Deposit (“ECDs”), Eurodollar Time Deposits (“ETDs”) and Yankee Certificates of Deposit (“YCDs”);

• TIPS of the U.S. Treasury, as well as TIPS of major governments other than the United States;
• repurchase and reverse repurchase agreements (other than repurchase and reverse repurchase agreements that are cash equivalents);
• sovereign debt obligations issued or guaranteed by foreign governments (excluding emerging market countries) or their agencies;
• commercial paper (other than cash equivalents); and
• private placements, restricted securities and Rule 144A securities.

2. Other Investments

While the Fund, under normal market conditions, will invest at least 80% of the Fund's net assets in the securities described above in “Principal Investments,” the Fund may invest its remaining assets in exchange traded funds (“ETFs”) and securities of non-exchange-traded investment company securities, subject to applicable limitations under Section 12(d)(1) of the 1940 Act. The Exchange represents that the Fund will not invest in securities or other financial instruments that have not been described in this proposed rule change.

B. Application of Generic Listing Requirements

The Exchange states that it submitted this proposed rule change because the portfolio for the Fund will not meet all of the generic listing requirements of Commentary .01 to NYSE Arca Rule 8.600-E applicable to the listing of Managed Fund Shares. The Exchange represents that the Fund's portfolio would meet all such requirements except for those set forth in Commentary .01(a)(1)(A) through (E) with respect to the Fund's investments in non-exchange-traded investment company securities and Commentary .01(b)(3) to NYSE Arca Rule 8.600-E with respect to the Fund's investments in Short-Term Fixed Income Securities.

The Fund may invest in shares of non-exchange traded open-end management investment company securities, which are equity securities. To the extent the Fund invests in shares of non-exchange-traded open-end management investment company securities, the Fund will not comply with the requirements of Commentary .01(a)(1)(A) through (E) to NYSE Arca Rule 8.600-E (U.S. Component Stocks) with respect to such holdings. The Exchange notes that investments in non-exchange-traded open-end management investment company securities will not exceed 20% of the total assets of the Fund. In addition, the Fund will invest in such securities only to the extent that those investments would be consistent with the requirements of Section 12(d)(1) of the 1940 Act and the rules thereunder. The Exchange further notes that such securities must satisfy applicable 1940 Act diversification requirements and have a net asset value based on the value of securities and financial assets the investment company holds.

In addition, the Exchange states that the Fund's investments in Short-Term Fixed Income Securities may not comply with Commentary .01(b)(3) to NYSE Arca Rule 8.600-E. Commentary .01(b)(3) requires that an underlying portfolio (excluding exempted securities) that includes fixed income securities to include a minimum of 13 non-affiliated issuers, unless at least 70% of the weight of the portfolio consists of equity securities as described in Commentary .01(a) to NYSE Arca Rule 8.600-E. The Exchange believes that any concerns related to non-compliance with this requirement are mitigated by the types of instruments that the Fund would hold. The Adviser represents that the Fund is not a money market fund but its investment strategy follows certain guidelines applicable to such funds. Specifically, the Fund will only invest in Short-Term Fixed Income Securities to allow the Fund to maintain a maximum dollar-weighted average maturity of sixty days or less and dollar-weighted average life of 120 days or less. The Fund will only invest in Short-Term Fixed Income Securities that have remaining maturities of 397 calendar days or less and that are investment grade. The Fund's Short-Term Fixed Income Securities will include those instruments that are included in the definition of cash and cash equivalents, but are not considered cash and cash equivalents because they have maturities of three months or greater and up to 397 days. In addition, the Fund's Short-Term Fixed Income Securities may include securities that are not of the type characterized as cash equivalents, including foreign government securities (excluding emerging market countries' securities) and corporate bonds. The Exchange represents that the Fund's investments in sovereign debt obligations (which will not include obligations of emerging market countries), corporate bonds, floating rate bonds, and variable rate bonds will be limited to 30% of the Fund's total assets. The Exchange also represents that the Fund may not invest more than 5% of its total assets in any one Short-Term Fixed Income Security (excluding U.S. Government securities and TIPS) at time of purchase. In addition, the Exchange states that the Fund's fixed income investments as a whole, including Short-Term Fixed Income Securities and cash equivalents, will include at least 13 non-affiliated issuers.

The Exchange notes that, other than Commentary .01(a)(1)(A) through (E) regarding the Fund's investments in non-exchange-traded investment company securities and Commentary .01(b)(3) regarding the Fund's investments in Short-Term Fixed Income Securities, as described above, the Fund will meet all other requirements of Rule 8.600-E.

III. Discussion and Commission's Findings

After careful review, the Commission finds that the proposed rule change, as modified by Amendment No. 2, is consistent with the Act and the rules and regulations thereunder applicable to a national securities exchange. In particular, the Commission finds that the proposed rule change, as modified by Amendment No. 2, is consistent with Section 6(b)(5) of the Act, 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 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.

According to the Exchange, other than Commentary .01(a)(1)(A) through (E) with respect to the Fund's investments in non-exchange-traded investment company securities and Commentary .01(b)(3) with respect to the Fund's investments in Short-Term Fixed Income Securities, as described above, the Fund will meet all other requirements of NYSE Arca Rule 8.600-E, and the Shares of the Fund will conform to the initial and continued listing criteria under NYSE Arca Rule 8.600-E.

With respect to the Fund's investments in shares of non-exchange-traded open-end investment company securities, which will not comply with the requirements for equity securities set forth in Commentary .01(a)(1)(A) through (E) to NYSE Arca Rule 8.600-E, the Commission notes that: (1) Such securities must satisfy applicable 1940 Act diversification requirements; and (2) the value of such securities is based on the value of securities and financial assets held by those investment companies. In addition, the Exchange states that investments in non-exchange-traded open-end management investment company securities will not exceed 20% of the total assets of the Fund. The Commission therefore believes that the Fund's investments in non-exchange-traded open-end management investment company securities would not make the Shares susceptible to fraudulent or manipulative acts and practices.

The Fund's investments in Short-Term Fixed Income Securities will not meet the requirement for 13 non-affiliated issuers in Commentary .01(b)(3) to NYSE Arca Rule 8.600-E. The Commission, however, believes that certain restrictions on the Short-Term Fixed Income Securities help to mitigate concerns regarding the Shares being susceptible to manipulation because of the Fund's investment in the Short-Term Fixed Income Securities. Specifically, the Exchange states that Short-Term Fixed Income Securities will include instruments that are included in the definition of cash equivalents, but are not considered cash equivalents because they have maturities of three months or greater. As proposed, the Fund's investments in Short-Term Fixed Income Securities will also include sovereign debt obligations (which will not include obligations of emerging market countries), corporate bonds, floating rate bonds and variable rate bonds, but such holdings would be limited to 30% of the Fund's total assets. In addition, although the Fund's investments in Short-Term Fixed Income Securities would include sovereign debt, they would exclude sovereign debt obligations of emerging market countries. Further, the Short-Term Fixed Income Securities in which the Fund may invest will have remaining maturities of 397 days or less and will be investment grade. In addition, the Fund may not invest more than 5% of its total assets, measured at the time of purchase, in any one Short-Term Fixed Income Security (excluding U.S. Government securities and TIPS). The Exchange also states that the Fund's fixed income investments as a whole, including Short-Term Fixed Income Securities and cash equivalents, will include at least 13 non-affiliated issuers.

The Exchange represents that all statements and representations made in the filing regarding (a) the description of the portfolio holdings or reference assets, (b) limitations on portfolio holdings or reference assets, or (c) the applicability of Exchange listing rules specified in the filing shall constitute continued listing requirements for listing the Shares of the Fund on the Exchange. In addition, the issuer has represented to the Exchange that it will advise the Exchange of any failure by the Fund to comply with the continued listing requirements, and, pursuant to its obligations under Section 19(g)(1) of the Act, the Exchange will monitor for compliance with the continued listing requirements. If the Fund is not in compliance with the applicable listing requirements, the Exchange will commence delisting procedures under NYSE Arca Rule 5.5-E(m).

This approval order is based on all of the Exchange's representations, including those set forth above and in Amendment No. 2. For the foregoing reasons, the Commission finds that the proposed rule change, as modified by Amendment No. 2, is consistent with Section 6(b)(5) of the Act and the rules and regulations thereunder applicable to a national securities exchange.

IV. Solicitation of Comments on Amendment No. 2 to the Proposed Rule Change

Interested persons are invited to submit written views, data, and arguments concerning whether Amendment No. 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 rule-comments@sec.gov. Please include File Number SR-NYSEArca-2020-07 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-2020-07. 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 website ( 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 website 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 the filing also will be available for inspection and copying at the principal office of the Exchange. All comments received will be posted without change. Persons submitting comments are cautioned that we do not redact or edit personal identifying information from comment submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR-NYSEArca-2020-07 and should be submitted on or before June 18, 2020.

V. Accelerated Approval of the Proposed Rule Change, as Modified by Amendment No. 2

The Commission finds good cause to approve the proposed rule change, as modified by Amendment No. 2, prior to the thirtieth day after the date of publication of notice of the filing of Amendment No. 2 in the Federal Register. The Commission notes that Amendment No. 2 clarified the investments of the Fund and restrictions thereon and the application of NYSE Arca Rule 8.600-E, Commentary .01 to the Fund's investments. Amendment No. 2 also provided other clarifications and additional information related to the proposed rule change. The changes and additional information in Amendment No. 2 assist the Commission in evaluating the Exchange's proposal and in determining that it is consistent with the Act. Accordingly, the Commission finds good cause, pursuant to Section 19(b)(2) of the Act, to approve the proposed rule change, as modified by Amendment No. 2, on an accelerated basis.

VI. Conclusion

It is therefore ordered, pursuant to Section 19(b)(2) of the Act, that the proposed rule change (SR-NYSEArca-2020-07), as modified by Amendment No. 2, be, and it hereby is, approved on an accelerated basis.