SecProbe.io

February 27, 2025
VIA E-mail
Beau 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, SSGA Active Trust (the “Trust”) filed a post-effective
amendment pursuant to Rule 485(a) under the Securities Act  (“PEA”) to register the SPDR
SSGA Apollo IG Public & Private Credit ETF (“the Fund”) as a new series of the Trust.  Based
upon our review of the regist ration statement, the staff provided a comment letter dated October
10, 2024.  On December 18, 2024, the staff r eceived a letter filed on EDGAR responding to
certain staff comments, as well as supplemental responses that were made under separate cover
with a request for confidential treatment. On December 20, 2024 and January 14, 2025, the staff
provided you with additional comments based on  those responses.  A subsequent comment
response letter was received on February 20,  2025, again filed on EDGAR and responding
supplementally under separate cove r with a request for confidential treatment.  The PEA went
effective February 26, 2025, without  resolution of st aff comments.
We have reviewed your most recent responses and our comments addressing
significant remaining outstanding issues are provided below. All capitalized terms not otherwise
defined herein have the meani ng given to them in the regist ration statement and our prior
correspondence.
General
1.We acknowledge that, as requested by the sta ff, the Fund filed a copy of the Agreement to
Provide Firm Bid Quotations and Obligation to Purchase (“Agreement”) between the Fund
and Apollo Global Securities, LLC (“Apollo”) as  a material contract pursuant to Item 28(h)
of Form N-1A
. However, the as-filed agreement is redacted to such an extent that the
material terms of the agreem ent are not public. While regist rants may redact confidential
information from exhibits, it is unclear how the majority of the agreement is confidential.
Please review the as-filed agreement and reconsid er the items for redaction, such that that

Beau Yanoshik
Morgan, Lewis & Bockius LLP Page 2

material terms of the agreemen t, including definitions  and sections of the Agreement relating
to bid mechanics ar e publicly filed.
2. We note that the Fund has submitte d most of its responses to staff comments via email and
pursuant to requests for confidential treatment . As previously communicated by the staff,
responses to staff comments should be file d on EDGAR. The staff accepts supplemental
materials via email and registra nts may request conf idential treatment of  such supplemental
materials. Responses to comments, however, do not constitute suppl emental materials and
should be included in response letters filed on EDGAR. Please re file your response letters on
EDGAR to include your responses to staff comme nts, which will be made public consistent
with the filing re view process.
Fund Name
3. As previously noted, the staff is concerned th at the use of Apollo in the Fund’s name is
misleading under section 35(d) of the Investment Company Act of 1940 (the “1940 Act”).
The Fund’s disclosure indicates that: (i) Apollo does not have  a contractual obligation to
identify and make available (or offer) any i nvestment for the Fund to  buy, (ii) the sale of
AOS Investments to Apollo is not exclusive and the Fund may seek to sell AOS Investments
to other counterparties; and (iii) Apollo is no t a sponsor, distributor, pr omoter, or investment
adviser to the Fund. Given these as sertions, the staff believes th at the use of Apollo in the
Fund’s name could be misleading. Please revise the Fund’s name to  reflect the limited nature
of Apollo’s relations hip with the Fund.
Liquidity
4. We have concerns regarding the Fund’s liquidi ty risk management program under rule 22e 4
under the 1940 Act.  We acknowledge that the li quidity of any Fund portfolio position will
depend on future circumstances. We do not believe, however, that  it would be sufficient for
purposes of paragraph (b) of the rule to rely solely on bids from Apollo under the Agreement
to find an AOS Investment not to be illiquid. We are available to discuss this further.
Valuation
5. We have concerns with the Fund’s ability to comply with the 1940 Act and the rules
thereunder with respect to the valuat ion of AOS Investme nts. Specifically:
a. An open-end fund is required by law to redeem its securities on demand from
shareholders at a price approximating th eir proportionate share of the fund's net
asset value (“NAV”) at the time of redemption. See section 22(d) of the 1940 Act.
The rules under the 1940 Act generally re quire that funds ca lculate their NAV per
share at least once daily Monday through Friday. See rule 22c-1 under the 1940
Act.
b. Pursuant to the definition of NAV, port folio securities with  respect to which
market quotations are readily available shall be valued at current market value,
and other securities and assets  shall be valued at fair value as determined in good
faith by the board of director s of the registered company. See rule 2a-4 under the
1940 Act.

Beau Yanoshik
Morgan, Lewis & Bockius LLP Page 3

c. The board, or its designee, is required to determine fair value in good faith by
carrying out the functions sp ecified under the rules. See rule 2a-5 under the 1940
Act.
Please explain how the Fund will comply with the 1940 Act and the rules thereunder with
regard to the valuation of its AOS Investment s and include disclosure in the registration
statement to this effect. Please specifically confirm that the va luation determination reflected
in the calculation of the Fund’s NAV will be pe rformed on a daily basis, including for those
investments where fair value is determined in  good faith, and that the requirements under
rule 2a-5 will also be complied with on a da ily basis with respect to all Fund investments,
such that the value for each investme nt is determined on a daily basis.
* * *

A response to this letter should be in the form of a supplemental correspondence filed on
EDGAR.  We remind you that the F und and its management are res ponsible for the accuracy and
adequacy of their disclosures, notwithstandi ng any review, comments, action, or absence of
action by the staff.
 Should you have any questions regarding this letter, please contact  me at (202) 551-6844.
        S i n c e r e l y ,          / s /  B r e n t  J .  F i e l d s           B r e n t  J .  F i e l d s         A s s o c i a t e  D i r e c t o r    cc:  Natasha Vij Greiner, Director  Kaitlin Bottock, Co-Chief Counsel  Timothy Husson, Associate Director  Andrea Ottomanelli Magove rn, Assistant Director
Jenson Wayne, Chief Accountant  Matthew Williams, Branch Chief Mark Cowan, Senior Counsel
 W. John McGuire, Morgan, Lewis & Bockius LLP
Marguerite Bateman, Independent Trustee Counsel, Vedder Price
Board of Trustees of the Trust