CHICAGO STOCK EXCHANGE, INC. MARKET REGULATION DEPARTMENT INFORMATION CIRCULAR

Transcription

1 December 7, 2015 ETF CHICAGO STOCK EXCHANGE, INC. MARKET REGULATION DEPARTMENT INFORMATION CIRCULAR RE: SPDR RUSSELL 1000 ETFS TO BEGIN TRADING ON CHX Pursuant to Information Circular MR 08-16, the Chicago Stock Exchange, Inc. ( CHX or the Exchange ) is issuing this Information Circular to advise that the following securities have been approved for trading on the Exchange as a UTP derivative securities product pursuant to Exchange Article 22, Rule 6: Security Symbol Security: (the Shares ) SPDR Russell 1000 Yield Focus ETF ONEY SPDR Russell 1000 Momentum Focus ETF ONEO SPDR Russell 1000 Low Volatility Focus ETF ONEV Commencement of Trading: December 8, 2015 Issuer: SPDR Series Trust ( Trust ) Website: Primary Listing Exchange: NYSE Arca Primary Exchange Circular: RB Issuer Registration Statement: and The purpose of this information circular is to outline various rules and policies that will be applicable to trading in this new product pursuant to the Exchange s unlisted trading privileges, as well as to provide certain characteristics and features of the Shares. For a more complete description of the Issuer, the Shares and the underlying market instruments or indexes, visit the Issuer Website, consult the Prospectus available on the Issuer Website, examine the Issuer Registration Statement or review the most current information bulletin issued by the Primary Listing Exchange (which as of the date hereof is set forth above as the Primary Exchange Circular ). The Issuer Website, the Prospectus, the Issuer Registration Statement and the Primary Exchange Circular are hereafter collectively referred to as the Issuer Disclosure Materials. The Primary Exchange Circular cited above contains the following information: Background Information on the Funds SSGA Funds Management, Inc. serves as the investment adviser and the administrator to the Funds (the Adviser ). State Street Bank and Trust Company serves as the sub-

2 administrator, custodian, and transfer agent for the Funds (the Custodian ). State Street Global Markets, LLC is the distributor for the Funds (the Distributor ). Each Fund is based on an underlying index provided by the Frank Russell Company (the Index Provider ). Each Fund seeks investment results that correspond (before fees and expenses) generally to the price and yield performance of its underlying index. Each Fund employs a "passive management" - or indexing - investment approach designed to track the performance of its underlying index. ONEY The SPDR Russell 1000 Yield Focus ETF seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of the Russell 1000 Yield Factor Focused Index (the Yield Index ). The Yield Index is designed to measure the performance of a subset of companies of the Russell 1000 Index demonstrating higher value, higher quality and lower size core factor traits whose securities provide higher yields. The companies eligible for the Yield Index are derived from the Russell 1000 Index, a marketcapitalization weighted index that measures the performance of the large-cap segment of the U.S. equity universe. The weight of each stock in the Yield Index is proportionate to a combination of its market capitalization and its factor scoring. Frank Russell Company (the Index Provider ) utilizes a proprietary rules-based multi-factor selection process to construct the Yield Index by first increasing exposure (or tilt ) to companies in the Russell 1000 Index demonstrating higher value, higher quality and lower size core factor traits. Value is based on cash flow yield, earnings yield, and sales to price ratio. Quality is based on return on assets, asset turnover, accruals, and leverage. Size is based on total market capitalization. From this core multi-factor tilt, the Index Provider applies an additional tilt based on a yield factor to determine the constituents of the Yield Index. Yield is based on 12-month trailing dividend yield. The weight of each individual stock in the Yield Index is capped at 2,000% of the stock s weight in the Russell 1000 Index, and any weight exceeding this limit will be redistributed to all stocks below the limit in proportion to their combination of market capitalization and factor scoring. The weight of each industry in the Yield Index is capped at 120% of the industry s weight in the Russell 1000 Index plus an additional 5%, and any weight exceeding this limit is redistributed to all other industries below the limit in proportion to their combination of market capitalization and factor scoring. The weight of each industry in the Yield Index must be at least 80% of the industry s weight in the Russell 1000 Index less 5%. The weights of any industries below this minimum will be increased to the minimum by redistributing the weights of industries above the minimum in proportion to their combination of market capitalization and factor scoring. ONEO The SPDR Russell 1000 Momentum Focus ETF seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of the Russell 1000 Momentum Factor Focused Index (the Momentum Index ). The Momentum Index is designed to measure the performance of a subset of companies of the Russell 1000 Index demonstrating higher value, higher quality and lower size core factor traits whose securities exhibit higher momentum. The companies eligible for the Momentum Index are derived from the Russell 1000 Index. The weight of each stock in the Momentum Index is proportionate to a

3 combination of its market capitalization and its factor scoring. The Index Provider utilizes a proprietary rules-based multi-factor selection process (see above) to construct the Momentum Index. From this core multi-factor tilt, the Index Provider applies an additional tilt based on a momentum factor to determine the constituents of the Momentum Index. Momentum is based on historical returns over 11 months. The weight of each individual stock in the Momentum Index is capped at 2,000% of the stock s weight in the Russell 1000 Index, and any weight exceeding this limit will be redistributed to all stocks below the limit in proportion to their combination of market capitalization and factor scoring. The weight of each industry in the Momentum Index is capped at 120% of the industry s weight in the Russell 1000 Index plus an additional 5%, and any weight exceeding this limit is redistributed to all other industries below the limit in proportion to their combination of market capitalization and factor scoring. The weight of each industry in the Momentum Index must be at least 80% of the industry s weight in the Russell 1000 Index less 5%. The weights of any industries below this minimum will be increased to the minimum by redistributing the weights of industries above the minimum in proportion to their combination of market capitalization and factor scoring. ONEV The SPDR Russell 1000 Low Volatility Focus ETF seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of the Russell 1000 Low Volatility Factor Focused Index (the Low Volatility Index ). The Low Volatility Index is designed to measure the performance of a subset of companies of the Russell 1000 Index demonstrating higher value, higher quality and lower size core factor traits whose securities exhibit lower volatility. The companies eligible for the Low Volatility Index are derived from the Russell 1000 Index. The weight of each stock in the Low Volatility Index is proportionate to a combination of its market capitalization and its factor scoring. The Index Provider utilizes a proprietary rules-based multi-factor selection process (see above) to construct the Low Volatility Index. From this core multi-factor tilt, the Index Provider applies an additional tilt based on a volatility factor to determine the constituents of the Low Volatility Index. Volatility is based on the standard deviation of five years of weekly total returns. The weight of each individual stock in the Low Volatility Index is capped at 2,000% of the stock s weight in the Russell 1000 Index, and any weight exceeding this limit will be redistributed to all stocks below the limit in proportion to their combination of market capitalization and factor scoring. The weight of each industry in the Low Volatility Index is capped at 120% of the industry s weight in the Russell 1000 Index plus an additional 5%, and any weight exceeding this limit is redistributed to all other industries below the limit in proportion to their combination of market capitalization and factor scoring. The weight of each industry in the Low Volatility Index must be at least 80% of the industry s weight in the Russell 1000 Index less 5%. The weights of any industries below this minimum will be increased to the minimum by redistributing the weights of industries above the minimum in proportion to their combination of market capitalization and factor scoring. Income dividend distributions, if any, are generally distributed to shareholders quarterly, but may vary significantly from period to period. Net capital gains for each Fund are distributed at least annually. Dividends may be declared and paid more frequently or at any other times to improve index tracking or to comply with the distribution requirements of the Internal Revenue Code of 1986, as amended.

4 Each Fund will issue (or redeem) Shares to certain institutional investors (typically market makers or other broker-dealers) only in large blocks of 50,000 Shares known as Creation Units. Creation Unit transactions are typically conducted in exchange for the deposit or delivery of in-kind securities and/or cash constituting a substantial replication, or a representation, of the securities included in a Fund s benchmark index. Because Shares trade at market prices rather than at net asset value ( NAV ), Shares may trade at a price greater than NAV (premium) or less than NAV (discount). The Depository Trust Company ( DTC ) will serve as securities depository for the Shares, which may be held only in book-entry form; stock certificates will not be issued. DTC, or its nominee, is the record or registered owner of all outstanding Shares. The NAV per share of each Fund will be determined as of the close of trading (normally, 4:00 p.m. Eastern Time ( ET )) on each day that the New York Stock Exchange ( NYSE ) and NYSE Arca are open for business. Each NAV will be available from the Distributor and is also available to National Securities Clearing Corporation ( NSCC ) participants through data made available from NSCC. A major market data vendor will disseminate the Indicative Optimized Portfolio Value (IOPV) for the Trust throughout the trading day to the Consolidated Tape association. The symbol for the IOPV of ONEY is ONEY.IV and is ONEO.IV for ONEO and ONEV.IV for ONEV. The Registration Statement describes the various fees and expenses for each Fund s Shares. For a more complete description of each Fund and its underlying index, visit Risk Factor Information Interested persons are referred to the Funds Prospectus for a description of risks associated with an investment in each Fund. These risks include, but are not limited to, dividend paying securities risk, equity investing risk, consumer goods sector risk, consumer services sector risk, financial sector risk, index tracking risk, industrial sector risk, large-capitalization securities risk, low volatility risk, market risk, momentum risk, non-diversification risk, passive strategy/index risk, portfolio turnover risk, quality risk, unconstrained sector risk, and value stock risk. In addition, the market prices of the Shares will fluctuate in accordance with changes in NAV as well as the supply and demand for the Shares. As a result, the Shares may trade at market prices that may differ from their NAV. The NAV of the Shares will fluctuate with changes in the market value of each Fund s holdings. BECAUSE WHAT FOLLOWS IS ONLY A SUMMARY OF THE RELIEF OUTLINED IN THE NO-ACTION LETTER(S) REFERENCED ABOVE, THE EXCHANGE ADVISES INTERESTED PARTIES TO CONSULT THE NO-ACTION LETTER(S) FOR MORE COMPLETE INFORMATION REGARDING THE MATTERS COVERED THEREIN AND THE APPLICABILITY OF THE RELIEF GRANTED IN RESPECT OF TRADING IN THE SHARES. INTERESTED PARTIES SHOULD ALSO CONSULT THEIR PROFESSIONAL ADVISORS. Exchange Rules Applicable to Trading in the Shares The Shares are considered equity securities, thus rendering trading in the Shares subject to the Exchange's existing rules governing the trading of equity securities. The Shares are also a UTP Derivative Securities as specified in Exchange Article 22, Rule 6, and as such are

5 subject to the additional provisions specific to that Rule. In particular, Participants are reminded of their obligations under the following CHX Rules: Trading Hours The shares will trade during the Exchange s Early Session (6:00 a.m. to 8:30 a.m. CT); the Regular Trading Session (8:30 a.m. to 3:00 p.m. CT) and the Late Trading Session (commences immediately after the Regular Trading Session and ends at 3:15 p.m. CT). Please note that trading in the Shares during the Exchange s various trading sessions may result in additional trading risks which include: (1) lower liquidity which may impact pricing, (2) higher volatility (3) wider spreads and (4) other risks including among other things, the lack of calculation or dissemination of the intra-day indicative value or a similar value. The minimum trading increment is $.01. Customer Dealings Suitability Exchange Article 8, Rule 11 provides that prior to the execution of a transaction recommended to a customer, a Participant shall make reasonable efforts to obtain information concerning: (1) the customer s financial status, (2) the customer s tax status, (3) the customer s investment objectives, and (4) such other information used or considered to be reasonable by such Participant in making recommendations to the customer. Based on this information, the Participant must have reasonable grounds to believe that the recommendation is suitable for such customer. Prospectus Delivery/Product Description Participants are subject to the prospectus delivery requirements under the Securities Act of 1933, unless the new derivative securities product is the subject of an order by the Securities and Exchange Commission exempting the product from certain prospectus delivery requirements under Section 24(d) of the Investment Company Act of 1940 and the product is not otherwise subject to prospectus delivery requirements under the Securities Act of The Exchange shall inform its Participants regarding the application of the provisions of this subparagraph to a particular derivative securities product by means of a Regulatory Information Circular: The Exchange requires that Participants provide to all purchasers of a derivative securities product a written description of the terms and characteristics of those securities, in a form approved by the Exchange or prepared by the open-ended management company issuing such securities, not later than the time a confirmation of the first transaction in such series is delivered to such purchaser. In addition, Participants shall include a written description with any sales material relating to a derivative securities product that is provided to customers or the public. Any other written materials provided by a Participant to customers or the public making specific reference to the derivative securities product as an investment vehicle must include a statement substantially in the following form: "A circular describing the terms and characteristics of [the derivative securities product] has been prepared by the [open-ended management investment company

6 name] and is available from your broker. It is recommended that you obtain and review such circular before purchasing [the derivative securities product]." A Participant carrying an omnibus account for a non-participant is required to inform such non-participant that execution of an order to purchase a derivative securities product for such omnibus account will be deemed to constitute an agreement by the non-participant to make such written description available to its customers on the same terms as are directly applicable to the Participant under this rule. Upon request of a customer, a Participant shall also provide a prospectus for the particular derivative securities product. Upon request of a customer, a Participant shall also provide a prospectus for the particular derivative securities product. Trading Halts Exchange Article 22, Rule 6(a)(iii) provides that, in addition to the Exchange s authority to suspend or halt trading under Article 20, Rule 1(d) (Trading Suspensions or Halts) and Article 20, Rule 2 (Trading Halts Due To Extraordinary Market Volatility), if a temporary interruption occurs in the calculation or wide dissemination of the intraday indicative value (or similar value) or the value of the underlying index or instrument and the listing market halts trading in the product, the Exchange, upon notification by the listing market of such halt due to such temporary interruption, also shall immediately halt trading in that product on the Exchange. The Shares will be traded following a trading halt in accordance with Interpretations and Policies.02 of Exchange Article 20, Rule 1. In addition, for a UTP Derivative Securities product where a net asset value is disseminated, if the primary listing exchange notifies the Exchange that the net asset value is not being disseminated to all market participants at the same time, the Exchange will immediately halt trading in such security. The Exchange may resume trading in the UTP Derivative Security only when the net asset value is disseminated to all market participants at the same time or trading in the UTP Derivative Security resumes on the listing market. THIS INFORMATION CIRCULAR IS NOT A STATUTORY PROSPECTUS. MEMBERS AND MEMBER ORGANIZATIONS SHOULD CONSULT THE PROSPECTUS AND STATEMENT OF ADDITIONAL INFORMATION FOR ALL RELEVANT INFORMATION RELATING TO SHARES OF THE FUND. * * * * Inquiries regarding this Information Memo should be directed to Peter D. Santori, Executive Vice President and Chief Regulatory Officer, at (312)