SecProbe.io

October 11, 2024
VIA E-mailBeau Yanoshik
Morgan, Lewis & Bockius LLP 1111 Pennsylvania Avenue, NW Washington, DC 20004-2541
Re: SSGA Active Trust
Post-Effective Amendment on Form N-1A
  File Nos. 333-173276, 811-22542
Dear Mr. Yanoshik :
On September 10, 2024, you filed a post- effective amendment pursuant to Rule 485(a)
under the Securities Act, on behalf of SSGA Active Trust (the “Trust”), to register the SPDR
SSGA Apollo IG Public & Private Credit ETF (“the Fund”) as a new series of the Trust.   We
have reviewed the registrati on statement and have provided our comments below. Where a
comment is made with regard to disclosure in one location, it is applicable to all similar disclosure appearing elsewhere in the registration statement.  All capitalized terms not otherwise
defined herein have the meaning given to them in the registration statement.
 Due to the novel nature of the Fund and si gnificant factual and le gal questions related
to the structure and operations of the Fund, pleas e be prepared to delay scheduled effectiveness
of the Fund’s registration statemen t until all questions and issues ra ised by the Staff are resolved.
Please provide your responses to the Staff’s comments by filing correspondence on Edgar.
Please also notify the Staff of such filing vi a email and include a blacklined copy of the
registration statement showing any changes from the initial filing of the registration statement.
Supplemental Questions and Requests for Information
1. Please provide us with a copy of the Liquidity Agreement.  To the extent the agreement does
not, please also describe:
a. how the parties will determine the actua l price at which Apollo would buy the
AOS Investments and how the intra-da y executable bid is determined;
b. what will be the daily limit(s) of Apollo’s obligation to provide executable
quotations and/or repurchase AOS Inves tments, how such daily limit(s) will be
determined, and what advance notice of the daily limit(s) the Adviser will receive;
c. any qualifying circumstances under which Apollo would be exempt or excused
from its obligation to buy (or sell) the AOS Investments; and

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Morgan, Lewis & Bockius LLP Page 2

d. if intra-day, executable bids represent a guarantee or commitment by the liquidity
provider to purchase such investments. Is the contractual arrangement a credit
enhancement on the AOS Investment for purposes of determination of
“investment grade”?
2. Please discuss whether the Liquidity Agreement mi ght be prohibited by Section 12(d)(3) of
the Investment Company Ac t of 1940 (the “1940 Act”).
3. Please provide or describe any additional written or oral agreement (and any other
arrangement) between the Fund or the Adviser (o r any of their affiliates) and Apollo (or any
of its affiliates) related to the Fund.
4. The registration statement notes that  “if Apollo is unable to meet  its contractual obligation to
provide firm bids for AOS Investments, the Fund’s assets that were deemed liquid by the
Adviser may become illiquid.”
a. Assuming for purposes of this question that Apollo’s contractual commitment can
render the AOS investments liquid unde r rule 22e-4 of the 1940 Act, and
considering the concentration of liquidity ri sk in a single counterparty that such an
approach would raise, what remedial me asures does the Fund’s Liquidity Risk
Management Program under ru le 22e-4 contemplate for situations where Apollo
is not able to meet its contractual oblig ation to provide executable firm bids?
b. Please also provide us with a copy of the Fund’s Liquidity Risk Management
Program.
5. We note the Fund’s name includes a reference to A pollo.  Given Apollos’ role as a liquidity
provider to the Fund, please address why it is ap propriate to include A pollo in the name of
the Fund, including how the use of Apollo in  the Fund’s name is not misleading under
section 35(d) of the Investment  Company Act.  Please also provide us with a copy of the
licensing agreement for the Fund’s use of Apollo’s name.
6. Please describe all of the services, roles and functions that Apollo (or any of its affiliates)
will perform, or have, with respect to the Fund.  Does the Fund plan to engage with any other
service provider that would serve a role similar to Apollo’s, including originating deals and committing to purchase portfolio securities?
7. Please describe any direct or indirect compensation that Apollo or its affiliates will provide
or receive from the Fund, the Adviser, or a ny of their affiliates in relation to the Fund .
8. Please describe any communication between Apollo, the Adviser, or any of their affiliates
regarding the launch of the Fund. Among others, we are interested in the topic of the
communications, who initiated them, and when.  Also, is Apollo (or any of its affiliates) bearing any of the expenses related to the launch of the Fund?
9. What percentage of the Fund’s Portfolio does the Adviser anticipate will be comprised of
AOS Investments?  Does Apollo have a contr actual obligation to identify and make available
AOS Investments for the Fund to buy?
10. With respect to AOS Investments, please de scribe the process for Apollo sharing the
investment opportunities with th e Adviser. In particular:

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Morgan, Lewis & Bockius LLP Page 3

a. What type of information will Apollo or its affiliates share?  Will Apollo or its
affiliates provide any view to the Adviser, the Fund or their affiliates regarding the investment opportunities or otherwise discuss the opportunities with them?
Or would they only provide a list of the opportunities and their terms?
b. Who will negotiate the term s under which the Fund will participate in these
investment opportunities?  W ill the Fund receive the same terms as Apollo, or its
affiliated persons and Apollo’s clients, to the extent they also participate in the opportunities?
c. Does Apollo perform a similar role for other investment vehicles with which it
does not have an advisory or  sub-advisory relationship?
11. Will any personnel of Apollo or its affiliates serve in any capac ity for the Adviser, the Fund
or their affiliates?
12. In terms of the Fund’s investments in AOS In vestments that are not publicly traded, what
form will they take?
a. How will these investments be structur ed and what instruments will the Fund
hold?  For example, will investments be originated by Apollo or an affiliate of Apollo?  Will the Fund use an SPV? Will it invest in bank loans through
assignments or participants?  Pleas e provide specific examples and a
representative list of possible investments.
b. Will AOS Investments be customized specifically for the Fund?
c. Will Apollo negotiate or determine specific terms for the AOS investments it
sources ( e.g., debt covenants)?
13. We note that the Fund intends to invest in pr ivate funds, closed-end investment companies
(“CEFs”) structured as “interval funds,” or  business development companies (“BDCs”) and
to limit such investments to 15% of the Fund’s net assets.  Will any of  these private funds,
CEFs or BDCs be managed or spons ored by Apollo or its affiliates?
14. We have the following initial questions on valuation:
a. Will the board of the Fund designate a valuation designee, as permitted by rule
2a-5 under the 1940 Act, to perform fair va lue determination?  If so, who will the
designee be?  In addition, if so, what records will be kept (and by whom) for purposes of compliance with Ru le 31a-4 under the 1940 Act?
b. Will Apollo or any of its affiliates be involve d in the Fund’s valuation process,
and if so, how?
c. Please describe the procedures for the F und’s valuation of the AOS Investments.
To the extent the Fund relies on valuati on inputs from Apollo and its affiliates,
will the Fund supplement those inputs w ith inputs coming from others?  If the
Fund obtains other valuation inputs for AOS  Investments, how will differences in
valuation from that process will be resolved?

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Morgan, Lewis & Bockius LLP Page 4

d. The registration statement notes that “[ s]ome portfolio holdings, potentially a
large portion of the Fund’s investment por tfolio, may be valued on the basis of
factors other than market quotations.”  Considering that the Fund is required to
strike NAV every day, and considering th e Fund’s daily portf olio disclosure
pursuant to rule 6c-11 under the 1940 Act,  please address how the Fund will fair
value these positions daily.
e. Given the nature of the asset class in which the Fund will invest, has the Fund
considered that it might experience signi ficant premiums or discounts as a result
of uncertainties in the value of the Fund’s portfolio securities?
Please describe if the intra-day, executable bids provided by Apollo will be
utilized in the valuation of investments held by the Fund.  Please also describe
how the nature of these quotes will be  evaluated consistent with ASC 820-10-35-
54M.
15. For Fund investments in private credit, pleas e explain the Adviser’s/Fund’s processes for
monitoring the financial trends of each borro wer on an ongoing basis to determine if it is
meeting its respective business pl an and to assess the appropriate  course of action for each
borrower, including (but not limited to):
a. A description of the loan review and/or  loan rating system and controls that
identify, monitor, and manage asset quality problems in an accurate and timely manner;
b. A description of the systems and controls in place to monitor loan covenants;
c. Policies and procedures for placi ng loans on nonaccrual status; and
d. Policies and procedures for charging off loans.
16. Please describe precisely how the Fund plans to  disclose its positions in AOS Investments on
its website, as require d under Rule 6c-11.
17. Will Apollo have any direct re lationship with the Fund’s author ized participants, given its
sourcing obligations?  If so, pleas e describe any such relationship.
18. The Commission has taken the position that under rule 6c-11 (see “Exchange-Traded Funds,”
Release No. 33-10695, at p.59 (Sep. 25, 2019)), an ETF can suspend creations only under extraordinary circumstances and only for a limited period of time.  Have you considered whether there could be situations where the Fund will reach capacity with respect to its
investment strategies ( e.g., because of capacity issues in the markets for the Fund’s portfolio
securities or because of liquidity  constraints applicable to the Fund), so that it might need to
deviate from its investment strategi es to avoid suspending creations?
19. The registration statement disclose s that the Fund intends to invest in derivatives.  Does the
Fund intend to be a limited derivatives user unde r rule 18f-4 under the Investment Company
Act or will the Fund otherwise rely on rule 18f-4to  invest to a greater extent in derivatives?
If the latter, what reference portfolio will the Fund use to measure compliance with the relative VaR limit under the rule?

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Morgan, Lewis & Bockius LLP Page 5

20. What relevant experience do the intended portf olio managers of th e Fund have in making
investment decisions with respect to AOS Inves tments?  In addition to  relevant experience,
what involvement will the portfo lio managers for the Fund (and th e Adviser in general) have
in the determination of which AOS Inve stments would be suitable for the Fund?
21. The registration statement states: “The Fund’s purchase and sale of AOS Investments will be
with Apollo as the counterparty for each AOS Investment, and the Adviser has the ability to
determine whether to purchase and/or sell and therefore execute any or all AOS Investments
with Apollo in its sole discretion.”
a. Please further elaborate on any limitations of the Fund’s ability to transfer an
AOS Investment to anyone other than Apoll o.  In particular, does this mean that
the Fund will only be able to divest AOS  Investments in a transaction with
Apollo?  If so:
i. How would the Fund divest a position if it could not agree on a price with
Apollo?
ii. How will the Adviser comply with its best execution obligations with
respect to AOS Investments?
22. Do you anticipate Apollo, its a ffiliated persons or clients may also buy or redeem Creation
Units from the Fund in exchange for Depos it Securities, or Re demption Securities,
respectively?  Could such in-kind transactions be preferrable from a tax or other perspective
for Apollo (or its affiliated pe rsons or clients) or for the Fund, when compared to buying or
selling the same securities via portf olio transactions with the Fund?
23. Would the Adviser undergo a best execution analys is for in-kind transfers of securities to and
from the Fund as part of the sale  or redemption of Creation Units?
24. Does the Adviser expect AOS Investments to ever serve as Deposit Securities or Redemption
Securities?  If so, would this happen only for purchases or redemptions of Creation Units by Apollo or its affiliates or clients (via an authorized participant), or also by other persons?
25. Will Apollo receive non-public information related to the F und’s portfolio?  If so, how will
the Fund and the Adviser ensure that Apollo will not trade on such information, including via
creations and redemptions with  the Fund, portfolio transactions with the Fund, and in
transactions with other parties?
Prospectus

Fund Summary – page 3

Fees and Expenses of the Fund (page 3)
26. Please supplementally provide a completed expense table and example for the Fund.

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Morgan, Lewis & Bockius LLP Page 6

The Fund’s Principal Investment Strategy (page 3)
27. The last two sentences of the final paragraph discuss duration.  Please clarify what is meant
by “intermediate duration” and include an ex ample of duration here, as is provided in
response to Item 9(c) ( e.g., the value of a security with a duration of five years would
generally be expected to decrease by 5% fo r every 1% increase in interest rates).
Principal Risks of Investing in the Fund (page 4)
28. Given the Fund’s intended investments, please consider including a risk factor focused on
private credit.
29. In Fluctuation of Net Asset Value, Share Premiums and Discounts Risk , please also disclose
that bid/ask spreads may widen depending on ma rket conditions and the liquidity of the
Fund’s holdings.  Similarly, pleas e revise the discussion of Authorized Participants, Market
Makers and Liquidity Providers Concentration Risk  in the Non-Principal Risks section on
page 24 to also address the risk  of widening bid-ask spreads.
30. We note the Portfolio Turnover Risk  and Non-Diversification Risk  disclosure in this section.
Please confirm these will be prin cipal risks of the Fund and if so, disclose in the Principal
Strategies section that the Fund may engage in active and frequent trading of portfolio
securities to achieve its princi pal investment strategy and that  the fund is non-diversified
fund and what that means for the Fund with respect to its investments.
Fund Performance (page 11)
31. Please supplementally identify the appropria te broad-based secu rities market index
(“AMMSBI”) that the Fund will utilize.  Please note that the Fund will be required to comply
with the new definition of ABBSMI found in Inst ruction 6 to Item 27A(d)(2) of Form N-1A.
Additional Strategies In formation – page 12
32. The first sentence of this section states: “Please see ‘The Fund’s Principal Investment
Strategy” section under “Fund Summary” above fo r a complete discussion of its principal
investment strategies.”  Please provide in this section the information required by Item 9(b)
of Form N-1A, including descriptions of how  the Fund intends to achieve its investment
objective, the principal investment  strategies of the Fund, and the particular type or types of
securities in which the Fund will principally invest.  Please ensure that the principal
strategies discussed in this s ection are summarized in the summary prospectus in response to
Item 4(a) of Form N