Code of Ethics for the Independent Trustees

EX-99.(P)(VII) 10 d307144dex99pvii.htm CODE OF ETHICS FOR THE INDEPENDENT TRUSTEES Code of Ethics for the Independent Trustees

SPDR SERIES TRUST

SPDR INDEX SHARES FUNDS

SSGA ACTIVE TRUST

CODE OF ETHICS FOR THE INDEPENDENT AND NON-MANAGEMENT TRUSTEES

OVERVIEW

The Board of Trustees (the “Board”) of SPDR Series Trust, SPDR Index Shares Funds and SSGA Active Trust (each, a “Trust” and, together, the “Trusts”) has adopted this code of ethics (the “Code”) applicable to (1) trustees who are not “interested persons” of the Trusts (each series of the Trusts, a “Fund” and, collectively, the “Funds”), as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”) (the “Independent Trustees”); and (2) trustees who are “interested persons” of the Trusts as defined in Section 2(a)(19) of the 1940 Act and who are not officers, directors or employees of an investment adviser to the Trusts, or any entity that controls, is controlled by, or under common control with such investment adviser (the “Non-Management Trustees”, together with the Independent Trustees, the “ Trustees”).

The purpose of the Code is to help to ensure that the Trustees of the Trusts place the interests of the Funds and their shareholders ahead of the Trustees’ own personal interests. This Code has been adopted in recognition of the Trustees’ fiduciary obligations to Fund shareholders and in accordance with various provisions of Rule 17j-1 under the 1940 Act. The Code, however, does not address every ethical issue that might arise. It is important for the Trustees to be sensitive to investments that may compromise their independence, directly or indirectly. The Code applies to appearance as well as substance. Always consider how any action might appear to an outside observer such as a regulator. If you have any doubt after consulting the Code, please contact the Trusts’ Chief Compliance Officer. The Trusts’ Chief Compliance Officer also acts as the Trusts’ Code of Ethics Compliance Officer (together, the “Officer”) and is responsible for administering the Code.

The Code is separate and distinct from the code of ethics that the Board has adopted as the Trusts’ code of ethics applicable to the Trusts and SSGA Funds Management, Inc., the Funds’ investment adviser (the “Adviser”), and their officers, directors, and employees. It is the policy of the Trusts that all current, and any new, Access Persons (as defined in the Trusts’ code of ethics) of the Trusts who are not Trustees as defined herein shall be subject to the Adviser’s code of ethics. A violation of the Adviser’s code of ethics by an Access Person of the Trusts shall constitute a violation of the Trusts’ Code of Ethics and shall be reported to the Officer. Reports filed by Access Persons of the Trusts under the Adviser’s code of ethics shall at all times be available to the Trusts.

Personal Investment Activities

It is unlawful for a Trustee in connection with his or her purchase or sale (directly or indirectly) of a Security Held or to be Acquired by a Fund (as defined in Appendix A hereto) to:

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employ any device, scheme, or artifice to defraud a Fund;

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make any untrue statement of material fact to a Fund or omit to state a material fact necessary in order to make the statements made to a Fund, in light of the circumstances under which they are made, not misleading;

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engage in any act, practice, or course of business that operates or would operate as a fraud or deceit on a Fund; or

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engage in any manipulative practice with respect to a Fund.

Following notice to each of the Trustees, a personal trading blackout may be put in place in connection with purchases and sales of shares of a Fund up until the release of certain information regarding such Fund to the public. Reasons for a personal trading blackout with respect to a Fund may include, but are not limited to: (i) an upcoming change in portfolio management; (ii) a planned reorganization of the Fund, including a merger into an existing Fund; or (iii) an anticipated dissolution/liquidation of the Fund. Please note that information in connection with a blackout period regarding a Fund is confidential and must not be discussed with, or disclosed to, anyone outside of the Adviser and the Board.

Personal Trading Reporting Obligations

Except as provided below, an Independent Trustee is ordinarily not required to report his or her personal securities transactions or identify his or her brokerage accounts to the Trusts or its representatives under this Code.

An Independent Trustee is required to deliver to the Officer a transaction report containing the information set forth in Appendix B if the Independent Trustee actually knew or, in the ordinary course of fulfilling his or her official duties as an Independent Trustee, should have known, that during the fifteen calendar day period immediately before or after a transaction by such Independent Trustee in a Covered Security (as defined in Appendix A, and including securities both directly and indirectly beneficially owned by such Independent Trustee) (i) a Fund purchased or sold such Covered Security or (ii) a Fund or the Adviser considered purchasing or selling such Covered Security. This provision is intended to refer to specific knowledge, not general awareness based on a Fund’s investment objective or underlying index.

Purchases or sales of securities:

(i)

which will not cause the Independent Trustee to gain improperly a personal profit as a result of such Independent Trustee’s relationship with the Trusts, or

(ii)

which are only remotely potentially harmful to a Fund because the proposed transaction would be unlikely to affect a highly institutional market, or based on market capitalization of a security, or

(iii)

which, because of the circumstances of the proposed transaction, are not related economically to the securities purchased or sold or to be purchased or sold by a Fund, and in each case which are previously approved by the Officer, which approval shall be confirmed in writing

are permitted under the provisions of this Code.

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No reporting is required under this Code in respect of any account for which an Independent Trustee has contractually authorized an independent third party broker or advisor to have full investment discretion over the account and trade securities in the account without prior consent from the Independent Trustee for each transaction.

A Non-Management Trustee is required to provide 1) an initial holdings report, 2) quarterly transactions reports, and 3) an annual holdings report to the Officer under this Code. The content of these reports must satisfy the reporting requirements of Rule 17j-1(d) applicable to Access Persons of the Adviser as set forth on Appendix C.

Gifts and Entertainment

For purposes of this Code, a gift is anything of value that is received without the recipient paying the retail or customary costs. Business entertainment includes, but is not limited to, business-related meals, social events, sports events, tickets and related travel.

A Trustee may receive a gift or business entertainment in his or her capacity as a Trustee, in his or her own discretion, so long as the Trustee considers such gift or entertainment to be appropriate as to time and place, and reasonable in cost.

Confidential Information.

All material non-public information (“MNPI”) received in the course of a Trustee’s service as a Trustee is confidential and may not be disclosed or used for any purpose other than his or her service as a Trustee. Likewise, all MNPI received about the Funds’ securities transactions, actual or contemplated, is confidential. Likewise, if a Trustee serves as a director, trustee, officer, consultant or employee of, or has a similar affiliation with, another business entity that issues publicly-traded securities, he or she should not share any MNPI regarding that entity with the Adviser, the Adviser’s representative or any other Trustee.

Administration of Code

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Review of Reports. The Officer or Trustee Committee of the Board (the “Trustee Committee”) shall review any reports delivered by an Independent Trustee pursuant to this Code. The Officer will review any reports delivered by a Non-Management Trustee.

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Investigations of Potential Violations. The Officer shall report all potential violations of this Code by a Trustee to the Trustee Committee. The Officer or Trustee Committee, with the assistance of the Officer, shall investigate any potential violation of the provisions of this Code. After completion of such investigation, the Trustee Committee shall determine whether a violation has occurred and, if so, make a recommendation to the Board as to any action to be taken in response thereto. The Officer and/or the Board shall notify the President of the Trusts of any violations and the action to be taken in response thereto. Any member of the Trustee Committee who is alleged to have been involved in a violation shall be excluded from any such investigation and vote as to whether a violation has occurred or with respect to any action to be taken.

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Recordkeeping. All records required to be maintained pursuant to this Code shall be maintained in accordance with applicable securities laws.

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Amendments. Any amendment to this Code must be approved by a majority of the Trustees of the Board, including a majority of the Independent Trustees. The Officer will periodically review this Code and is responsible for obtaining any required approvals before this Code is amended in a material respect.

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Annual Report. On at least an annual basis, (i) the Officer, in consultation with the Trustee Committee, shall provide the Board with a written report that describes issues that arose under this Code since the prior such report, including, but not limited to, information relating to material violations of this Code and any actions taken, procedures adopted or sanctions imposed as a result of such violations, and (ii) the Officer shall provide the Board with a certification that the Trusts have adopted procedures reasonably necessary to prevent the Trustees from violating this Code.

ADOPTED: November 12, 2015

REVISED: September 23, 2020 (Deregistration of SSGA Master Trust)

REVISED: November 10, 2021

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APPENDIX A

Definition of “Covered Security” and “Security Held or to be Acquired by a Fund”

“Covered Security” means any “security,” as defined in Section 2(a)(36) of the Investment Company Act of 1940, as amended, except:

Direct obligations of the Government of the United States;

Bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; and

Shares issued by U.S. registered open-end mutual funds.

“Security Held or to be Acquired by a Fund” means:

Any Covered Security which, within the most recent 15 calendar days:

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Is or has been held by a Fund; or

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Is being or has been considered by a Fund or the Adviser for purchase by a Fund; and

Any option to purchase or sell, and any security convertible into or exchangeable for, a Covered Security described in B(1) above.

APPENDIX B

Transaction Report

•	Date of the transaction:

•	Security Name:

•	Security Ticker/Symbol:

•	The interest rate and maturity date (if applicable):

•	Number of shares/principal amount of each Covered Security involved:

•	The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition):

•	The price of the Covered Security at which the transaction was effected:

•	The name of the broker, dealer, or bank with or through which the transaction was effected:

•	Transaction Report Date (No later than thirty (30) calendar days after the end of a calendar quarter in which the reportable transaction occurred.):

Appendix C

Reporting requirements of Access Persons

Rule 17j-1(d)

(1) Reports required. Unless excepted by paragraph (d)(2) of this section, every Access Person of a Fund (other than a money market fund or a Fund that does not invest in Covered Securities) and every Access Person of an investment adviser of or principal underwriter for the Fund, must report to that Fund, investment adviser or principal underwriter:

(i) Initial holdings reports. No later than 10 days after the person becomes an Access Person (which information must be current as of a date no more than 45 days prior to the date the person becomes an Access Person):

(A) The title, number of shares and principal amount of each Covered Security in which the Access Person had any direct or indirect beneficial ownership when the person became an Access Person;

(B) The name of any broker, dealer or bank with whom the Access Person maintained an account in which any securities were held for the direct or indirect benefit of the Access Person as of the date the person became an Access Person; and

(ii) Quarterly transaction reports. No later than 30 days after the end of a calendar quarter, the following information:

(A) With respect to any transaction during the quarter in a Covered Security in which the Access Person had any direct or indirect beneficial ownership:

(1) The date of the transaction, the title, the interest rate and maturity date (if applicable), the number of shares and the principal amount of each Covered Security involved;

(2) The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

(3) The price of the Covered Security at which the transaction was effected;

(4) The name of the broker, dealer or bank with or through which the transaction was effected; and

(5) The date that the report is submitted by the Access Person.

(B) With respect to any account established by the Access Person in which any securities were held during the quarter for the direct or indirect benefit of the Access Person:

(1) The name of the broker, dealer or bank with whom the Access Person established the account;

(2) The date the account was established; and

(3) The date that the report is submitted by the Access Person.

(iii) Annual Holdings Reports. Annually, the following information (which information must be current as of a date no more than 45 days before the report is submitted):

(A) The title, number of shares and principal amount of each Covered Security in which the Access Person had any direct or indirect beneficial ownership;

(B) The name of any broker, dealer or bank with whom the Access Person maintains an account in which any securities are held for the direct or indirect benefit of the Access Person; and

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