SecProbe.io

Beau Yanoshik
Partner
+1.202.373.6133beau.yanoshik@morganlewis.com
Morgan, Lewis & Bockius LLP
1111 Pennsylvania Avenue, NW
Washington, DC  20004 +1.202.739.3000
United States +1.202.739.3001
DB1/ 155434048.1via E-mail
February 28, 2025
Ms. Andrea Ottomanelli Magovern
Division of Inves tment Management
U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549
Re: SSGA Active Trust (the “Registran t”); SEC File Nos. 333-173276 and 811-22542
Dear Ms. Magovern: This letter responds to comments you provided via email on February 28, 2025, with respect
to the SPDR SSGA Apollo IG Public & Private Credit ETF (the “Fund”).
For your convenience we have restated your co mments, and responses thereto on behalf of
the Registrant, are provided belo w. Capitalized terms not define d herein should be given the
meaning provided in the Fund’ s registration statement.
1. Comment: We have concerns regarding the Fund’s liquidity management program
under Rule 22e-4 under the Act.1It appears that the program would allow the Fund
to rely solely on current bids from Apo llo Global Securities, LLC (“Apollo”) under
the Agreement to Provide Firm Bid Quot ations and Obligation to Purchase (the
“Agreement”) to find an AOS Investment not to be illiquid.2  We acknowledge that
the liquidity of any Fund portfolio positi on will depend on future circumstances, but
we do not believe it would be sufficient fo r purposes of the rule to rely solely on
current bids from Apollo.
1For purposes of this discussion only, we are assuming the Fund would be able to sufficiently determine a
“market value” of the relevant AOS Investment under Rule 22e-4(b)(1)(ii).
2Under the rule, “illiquid investment” means “any investment that the [F ]und reasonably expects cannot be
sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition
significantly changing the market value of the investment, as determined pursuant to the provisions of paragraph (b)(1)(ii) of” the rule.

DB1/ 155434048.1

2

The agreement requires Apollo to provide th ree bids a day that remain open for 15
minutes.  Further, Apollo has discretion to  set the bid amount and is not required to
provide bids that reflect the current market value of a position by any objective
measure.3  A current bid, soon expiring, therefore,  will tell the Fund at what price the
Fund can dispose of that position at that  very time, but would not provide an
indication of what price will be available to the Fund when Apollo delivers the next
bid.   Rule 22e-4(b) requires the Fund to “a dopt and implement a written liquidity
management program … that is reasonabl y designed to assess  and manage its
liquidity risk.” (emphasis added).
4   A program that c ontemplates a liquidity
assessment that focuses on a single point in time, regardless of what liquidity might be available past that mome nt does not seem reasonable fo r such purpose.  In fact,
Apollo’s next bid might come in significantly lower, so that the position would become immediately illiquid. This approach is unlike the common situation where a fund relies on quotes from market particip ants, an underlying market exists, and
quotes generally reflect that market.  In that case, it seems reasonable for a fund to
rely on those quotes expecting future quotes would continue to reflect market value,
so that a lower quote would not typically mean that a position has become illiquid,
but rather that its market value has decrease d.  We recognize that will also be the case
at times for AOS Investments; our comment only refers to situations where the Fund does not have other sources of liquidity av ailable other than a bid from Apollo and
no such underlying market exists.
Response: The Registrant represents that th e Fund will not rely solely on current bids
from Apollo under the Agreement to find an AOS Investment not to be illiquid.  In
addition, the Registrant will re view and, if necessary, revise  the registration statement
disclosure to ensure that it is cons istent with the above representation.

2. Comment: Please disclose in the Fund’s regist ration statement that it values its entire
portfolio, including AOS Investments, daily.

Response:  The Registrant agrees to upda te the Fund’s registration statement to
confirm that the Fund values its entire por tfolio, including AOS Investments, daily.

***************

3 In fact, the Fund expressly contemplates situatio ns where the bid and the Adviser’s assessment of a
positions value might diverge significantly.
4 Rule 22e-4(a)(11) defines “liquidity risk” as the risk that the Fund “could not meet requests to redeem
shares issued by the [F]und without significant dilution of remaining investors' interests in the [F]und.”

DB1/ 155434048.1

3

Please do not hesitate to contact the undersi gned at (202) 373-6133 if you have any questions
concerning the foregoing.
 Sincerely,  /s/ Beau Yanoshik
Beau Yanoshik
cc: Sean P. O’Malley, Esq.
Andrew J. DeLorme, Esq.
 W. John McGuire, Esq.  Philip K.W. Smith, Esq.

From: Magovern, Andrea Ottomanelli
To: "Yanoshik, Beau"
Cc: Fields, Brent J. ; Bottock, Kaitlin ; Marchesani, Daniele ; Wayne, Jenson ; Williams, Matthew ; Smith, Philip K.W. ;
McGuire, W. John
Subject: RE: SSGA Active Trust - Staff Follow-up Comments
Date: Friday, February 28, 2025 5:00:00 PM
Attachments: image002.png
image003.png
Thank you, Beau.  At this time, we have no further comments.
 Andrea
From:  Yanoshik, Beau <joseph.yanoshik@morganlewis.com>
Sent:  Friday, February 28, 2025 4:52 PM
To: Magovern, Andrea Ottomanelli <MagovernA@SEC.GOV>
Cc: Fields, Brent J. <FieldsB@SEC.GOV>; Bottock, Kaitlin <bottockk@SEC.GOV>; Marchesani, Daniele
<MarchesaniD@sec.gov>; Wayne, Jenson <wayneje@SEC.GOV>; Williams, Matthew<williamsmat@SEC.GOV>; Smith, Philip K.W. <philip.smith@morganlewis.com>; McGuire, W. John<john.mcguire@morganlewis.com>Subject:  RE: SSGA Active Trust - Staff Follow-up Comments

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Hi Andrea,
 Attached please find a letter responding to the two comments noted in your email below. Thanks,Beau
Beau Yanoshik
Morgan, Lewis & Bockius LLP
1111 Pennsylvania Avenue, NW | Washington, DC 20004-2541Direct: +1.202.373.6133 | Main: +1.202.739.3000 | Fax: +1.202.739.3001Assistant: Jennifer Kay Ackelson | +1.202.373.6282 | jennifer.ackelson@morganlewis.com
joseph.yanoshik@morganlewis.com  | www.morganlewis.com
From:  Magovern, Andrea Ottomanelli < MagovernA@SEC.GOV >
Sent:  Friday, February 28, 2025 3:48 PM
To: McGuire, W. John < john.mcguire@morganlewis.com >
Cc: Yanoshik, Beau < joseph.yanoshik@morganlewis.com >; Fields, Brent J. < FieldsB@SEC.GOV >;
Bottock, Kaitlin < bottockk@SEC.GOV >; Marchesani, Daniele < MarchesaniD@sec.gov >; Wayne,
Jenson < wayneje@SEC.GOV >; Williams, Matthew < williamsmat@SEC.GOV >

Subject:  SSGA Active Trust - Staff Follow-up Comments

[EXTERNAL EMAIL]
Hi John.  As discussed, the staff has the below follow-up comments related to the SPDR SSGA
Apollo IG Pubic & Private Credit ETF.  Thank you. Liquidity
We have concerns regarding the Fund’s liquidity management program under Rule 22e-4
under the Act.[1]  It appears that the program would allow the Fund to rely solely on current
bids from Apollo under the Agreement to find an AOS Investment not to be illiquid.[2]  We
acknowledge that the liquidity of any Fund portfolio position will depend on futurecircumstances, but we do not believe it would be sufficient for purposes of the rule to relysolely on current bids from Apollo.  The agreement requires Apollo to provide three bids a day that remain open for 15 minutes. Further, Apollo has discretion to set the bid amount and is not required to provide bids that
reflect the current market value of a position by any objective measure.
[3]  A current bid, soon
expiring, therefore, will tell the Fund at what price the Fund can dispose of that position at thatvery time, but would not provide an indication of what price will be available to the Fund whenApollo delivers the next bid. Rule 22e-4(b) requires the Fund to “adopt and implement a written liquidity managementprogram … that is reasonably designed
 to assess and manage its liquidity risk.” (emphasis
added).[4]  A program that contemplates a liquidity assessment that focuses on a single point
in time, regardless of what liquidity might be available past that moment does not seemreasonable for such purpose.  In fact, Apollo’s next bid might come in significantly lower, sothat the position would become immediately illiquid. This approach is unlike the commonsituation where a fund relies on quotes from market participants, an underlying market exists,and quotes generally reflect that market.  In that case, it seems reasonable for a fund to relyon those quotes expecting future quotes would continue to reflect market value, so that alower quote would not typically mean that a position has become illiquid, but rather that itsmarket value has decreased.  We recognize that will also be the case at times for AOSInvestments; our comment only refers to situations where the Fund does not have othersources of liquidity available other than a bid from Apollo and no such underlying marketexists.   -----------
[1] For purposes of this discussion only, we are assuming the Fund would be able to sufficiently determine a
“market value” of the relevant AOS Investment under rule 22e-4(b)(1)(ii).2 Under the rule, “illiquid investment” means “any investment that the [F]und reasonably expects cannot be
sold or disposed of in current market conditions in seven calendar days or less without the sale ordisposition significantly changing the market value of the investment, as determined pursuant to theprovisions of paragraph (b)(1)(ii) of” the rule.

3 In fact, the Fund expressly contemplates situations where the bid and the Adviser’s assessment of a
positions value might diverge significantly.4 Rule 22e-4(a)(11) defines “liquidity risk” as the risk that the Fund “could not meet requests to redeem
shares issued by the [F]und without significant dilution of remaining investors' interests in the [F]und.”
Valuation
Please disclose in the Fund’s registration statement that it values its entire portfolio, including
AOS Investments, daily.
Andrea Ottomanelli Magovern
Assistant Director
Division of Investment Management
OFFICE +1 202-551-6768
magoverna@sec.gov
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[1] For purposes of this discussion only, we are assuming the Fund would be able to sufficiently determine a
“market value” of the relevant AOS Investment under rule 22e-4(b)(1)(ii).[2]
 Under the rule, “illiquid investment” means “any investment that the [F]und reasonably expects cannot be sold
or disposed of in current market conditions in seven calendar days or less without the sale or disposition
significantly changing the market value of the investment, as determined pursuant to the provisions of paragraph (b)
(1)(ii) of” the rule.
[3] In fact, the Fund expressly contemplates situations where the bid and the Adviser’s assessment of a positions
value might diverge significantly.[4]
 Rule 22e-4(a)(11) defines “liquidity risk” as the risk that the Fund “could not meet requests to redeem
shares issued by the [F]und without significant dilution of remaining investors' interests in the [F]und.”