[Federal Register Volume 85, Number 129 (Monday, July 6, 2020)]
[Notices]
[Pages 40358-40369]
[FR Doc No: 2020-14489]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-89191; File No. SR-NYSEArca-2019-92]

Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing
of Amendment No. 3 and Order Granting Accelerated Approval of a
Proposed Rule Change, as Modified by Amendment No. 3, to List and Trade
Four Series of Active Proxy Portfolio Shares Issued by T. Rowe Price
Exchange-Traded Funds, Inc. Under NYSE Arca Rule 8.601-E

June 30, 2020

I. Introduction

    On December 23, 2019, NYSE Arca, Inc. (``NYSE Arca'' or
``Exchange'') filed with the Securities and Exchange Commission
(``Commission''), pursuant to Section 19(b)(1) of the Securities
Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 thereunder,\2\ a
proposed rule change to list and trade shares (``Shares'') of the
following under NYSE Arca Rule 8.601-E (Active Proxy Portfolio Shares):
T. Rowe Price Blue Chip Growth ETF, T. Rowe Price Dividend Growth ETF,
T. Rowe Price Growth Stock ETF, and T. Rowe Price Equity Income ETF
(``Funds'').\3\ The proposed rule change was published for comment in
the Federal Register on January 3, 2020.\4\
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    \1\ 15 U.S.C.78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ The Exchange originally proposed to adopt NYSE Arca Rule
8.601-E to permit the Exchange to list and trade Managed Portfolio
Securities, and to list and trade Shares of the Funds under proposed
Exchange Rule 8.601-E (Managed Portfolio Securities). In Amendment
No. 1, the Exchange removed the proposal to adopt proposed NYSE Arca
Rule 8.601-E (Managed Portfolio Securities) and revised the proposal
to seek to list and trade Shares of the Funds under proposed NYSE
Arca Rule 8.601-E (Active Proxy Portfolio Shares). See Amendment No.
1, infra note 7. See also Amendment No. 6 to SR-NYSEArca-2019-95
(proposing to adopt NYSE Arca Rule 8.601-E to list and trade Active
Proxy Portfolio Shares, available on the Commission's website at
https://www.sec.gov/comments/sr-nysearca-2019-95/srnysearca201995-7329866-218548.pdf. The Commission recently approved the Exchange's
proposed rule change to adopt NYSE Arca Rule 8.601-E to permit the
listing and trading of Active Proxy Portfolio Shares. See Securities
Exchange Act Release No. 89185 (June 29, 2020) (SR-NYSEArca-2019-95)
(``Active Proxy Portfolio Shares Order'').
    \4\ See Securities Exchange Act Release No. 87865 (Dec. 30,
2019), 85 FR 380.
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    On February 13, 2020, pursuant to Section 19(b)(2) of the Act,\5\
the Commission designated a longer period within which to approve the
proposed rule change, disapprove the proposed rule change, or institute
proceedings to determine whether to disapprove the proposed rule
change.\6\ On March 31, 2020, the Exchange filed Amendment No. 1 to the
proposed rule change, which replaced and superseded the proposed rule
change as originally filed.\7\ On April 1, 2020, the Commission
published Amendment No. 1 for notice and comment and instituted
proceedings under Section 19(b)(2)(B) of the Act \8\ to determine
whether to approve or disapprove the proposed rule change.\9\ On May
2020, 2020, the Exchange filed Amendment No. 2 to the

proposed rule change, which replaced and superseded the proposed rule
change, as amended by Amendment No. 1.\10\ On June 19, 2020, the
Exchange filed Amendment No. 3 to the proposed rule change, which
replaced and superseded the proposed rule change, as amended by
Amendment No. 2.\11\ The Commission has received no comments on the
proposed rule change. The Commission is publishing this notice to
solicit comments on the proposed rule change, as modified by Amendment
No. 3, from interested persons and is approving the proposed rule
change, as modified by Amendment No. 3, on an accelerated basis.
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    \5\ 15 U.S.C. 78s(b)(2).
    \6\ See Securities Exchange Act Release No. 88197, 85 FR 9887
(Feb. 20, 2020). The Commission designated April 2, 2020, as the
date by which the Commission shall approve or disapprove, or
institute proceedings to determine whether to disapprove, the
proposed rule change.
    \7\ Amendment No. 1 is available on the Commission's website at
https://www.sec.gov/comments/sr-nysearca-2019-92/srnysearca201992-7015540-214975.pdf.
    \8\ 15 U.S.C. 78s(b)(2)(B).
    \9\ See Securities Exchange Act Release No. 88535, 85 FR 19554
(April 7, 2020).
    \10\ Amendment No. 2 is available on the Commission's website at
https://www.sec.gov/comments/sr-nysearca-2019-92/srnysearca201992-7220751-216933.pdf.
    \11\ Amendment No. 3 is available on the Commission's website at
https://www.sec.gov/comments/sr-nysearca-2019-92/srnysearca201992-7329868-218550.pdf.
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II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change, as Modified by Amendment
No. 3

    In its filing with the Commission, the self-regulatory organization
included statements concerning the purpose of, and basis for, the
proposed rule change and discussed any comments it received on the
proposed rule change. The text of those statements may be examined at
the places specified in Item IV below. The Exchange has prepared
summaries, set forth in sections A, B, and C below, of the most
significant parts of such statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange has proposed to add new NYSE Arca Rule 8.601-E for the
purpose of permitting the listing and trading, or trading pursuant to
unlisted trading privileges (``UTP''), of Active Proxy Portfolio
Shares, which are securities issued by an actively managed open-end
investment management company.\12\ Proposed Commentary .01 to Rule
8.601-E would require the Exchange to file separate proposals under
Section 19(b) of the Act before listing and trading any series of
Active Proxy Portfolio Shares on the Exchange. Therefore, the Exchange
is submitting this proposal in order to list and trade shares
(``Shares'') of the T. Rowe Price Blue Chip Growth ETF; T. Rowe Price
Dividend Growth ETF; T. Rowe Price Growth Stock ETF; and T. Rowe Price
Equity Income ETF (each a ``Fund'' and, collectively, the ``Funds'')
under proposed Rule 8.601-E.
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    \12\ See Amendment 6 to SR-NYSEArca-2019-95, filed on June 19,
2020. See also, Securities Exchange Act Release No. 87866 (December
30, 2019), 85 FR 357 (January 3, 2020) (SR-NYSEArca-2019-95).
Proposed Rule 8.601-E(c)(1) provides that ``[t]he term ``Active
Proxy Portfolio Share'' means a security that (a) is issued by an
investment company registered under the Investment Company Act of
1940 (``Investment Company'') organized as an open-end management
investment company that invests in a portfolio of securities
selected by the Investment Company's investment adviser consistent
with the Investment Company's investment objectives and policies;
(b) is issued in a specified minimum number of shares, or multiples
thereof, in return for a deposit by the purchaser of the Proxy
Portfolio and/or cash with a value equal to the next determined net
asset value (``NAV''); (c) when aggregated in the same specified
minimum number of Active Proxy Portfolio Shares, or multiples
thereof, may be redeemed at a holder's request in return for the
Proxy Portfolio and/or cash to the holder by the issuer with a value
equal to the next determined NAV; and (d) the portfolio holdings for
which are disclosed within at least 60 days following the end of
every fiscal quarter.'' Proposed Rule 8.601-E(c)(2) provides that
``[t]he term ``Actual Portfolio'' means the identities and
quantities of the securities and other assets held by the Investment
Company that shall form the basis for the Investment Company's
calculation of NAV at the end of the business day.'' Proposed Rule
8.601-E(c)(3) provides that ``[t]he term ``Proxy Portfolio'' means a
specified portfolio of securities, other financial instruments and/
or cash designed to track closely the daily performance of the
Actual Portfolio of a series of Active Proxy Portfolio Shares as
provided in the exemptive relief pursuant to the Investment Company
Act of 1940 applicable to such series.''
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Key Features of Active Proxy Portfolio Shares
    While funds issuing Active Proxy Portfolio Shares will be actively-
managed and, to that extent, will be similar to Managed Fund Shares,
Active Proxy Portfolio Shares differ from Managed Fund Shares in the
following important respects. First, in contrast to Managed Fund
Shares, which are actively-managed funds listed and traded under NYSE
Arca Rule 8.600-E \13\ and for which a ``Disclosed Portfolio'' is
required to be disseminated at least once daily,\14\ the portfolio for
an issue of Active Proxy Portfolio Shares will be publicly disclosed
within at least 60 days following the end of every fiscal quarter in
accordance with normal disclosure requirements otherwise applicable to
open-end management investment companies registered under the 1940
Act.\15\ The composition of the portfolio of an issue of Active Proxy
Portfolio Shares would not be available at commencement of Exchange
listing and trading. Second, in connection with the creation and
redemption of Active Proxy Portfolio Shares, such creation or
redemption may be exchanged for a Proxy Portfolio and/or cash with a
value equal to the next-determined net asset value (``NAV'').
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    \13\ The Commission has previously approved listing and trading
on the Exchange of a number of issues of Managed Fund Shares under
NYSE Arca Rule 8.600-E. See, e.g., Securities Exchange Act Release
Nos. 57801 (May 8, 2008), 73 FR 27878 (May 14, 2008) (SR-NYSEArca-
2008-31) (order approving Exchange listing and trading of twelve
actively-managed funds of the WisdomTree Trust); 60460 (August 7,
2009), 74 FR 41468 (August 17, 2009) (SR-NYSEArca-2009-55) (order
approving listing of Dent Tactical ETF); 63076 (October 12, 2010),
75 FR 63874 (October 18, 2010) (SR-NYSEArca-2010-79) (order
approving Exchange listing and trading of Cambria Global Tactical
ETF); 63802 (January 31, 2011), 76 FR 6503 (February 4, 2011) (SR-
NYSEArca-2010-118) (order approving Exchange listing and trading of
the SiM Dynamic Allocation Diversified Income ETF and SiM Dynamic
Allocation Growth Income ETF). The Commission also has approved a
proposed rule change relating to generic listing standards for
Managed Fund Shares. See Securities Exchange Act Release No. 78397
(July 22, 2016), 81 FR 49320 (July 27, 2016 (SR-NYSEArca-2015-110)
(amending NYSE Arca Equities Rule 8.600 to adopt generic listing
standards for Managed Fund Shares).
    \14\ NYSE Arca Rule 8.600-E(c)(2) defines the term ``Disclosed
Portfolio'' as the identities and quantities of the securities and
other assets held by the Investment Company that will form the basis
for the Investment Company's calculation of net asset value at the
end of the business day. NYSE Arca Rule 8.600-E(d)(2)(B)(i) requires
that the Disclosed Portfolio will be disseminated at least once
daily and will be made available to all market participants at the
same time.
    \15\ A mutual fund is required to file with the Commission its
complete portfolio schedules for the second and fourth fiscal
quarters on Form N-CSR under the 1940 Act. Information reported on
Form N-PORT for the third month of a fund's fiscal quarter will be
made publicly available 60 days after the end of a fund's fiscal
quarter. Form N-PORT requires reporting of a fund's complete
portfolio holdings on a position-by-position basis on a quarterly
basis within 60 days after fiscal quarter end. Investors can obtain
a series of Active Proxy Portfolio Shares' Statement of Additional
Information (``SAI''), its Shareholder Reports, its Form N-CSR,
filed twice a year, and its Form N-CEN, filed annually. A series of
Active Proxy Portfolio Shares' SAI and Shareholder Reports will be
available free upon request from the Investment Company, and those
documents and the Form N-PORT, Form N-CSR, and Form N-CEN may be
viewed on-screen or downloaded from the Commission's website at
www.sec.gov.
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    A series of Active Proxy Portfolio Shares will disclose the Proxy
Portfolio on a daily basis, which, as described above, is designed to
track closely the daily performance of the Actual Portfolio of a series
of Active Proxy Portfolio Shares, instead of the actual holdings of the
Investment Company, as provided by a series of Managed Fund Shares.
    The Exchange, after consulting with various Lead Market Makers
(``LMMs'') that trade exchange-traded funds (``ETFs'') on the
Exchange,\16\ believes that market makers will be able to make
efficient and liquid markets priced near

the ETF's intraday value, and market makers employ market making
techniques such as ``statistical arbitrage,'' including correlation
hedging, beta hedging, and dispersion trading, which is currently used
throughout the financial services industry, to make efficient markets
in exchange-traded products.\17\ For Active Proxy Portfolio Shares,
market makers may use the knowledge of a fund's means of achieving its
investment objective, as described in the applicable fund registration
statement, as well as a fund's disclosed Proxy Portfolio, to construct
a hedging proxy for a fund to manage a market maker's quoting risk in
connection with trading fund shares. Market makers can then conduct
statistical arbitrage between their hedging proxy and shares of a fund,
buying and selling one against the other over the course of the trading
day. This ability should permit market makers to make efficient markets
in an issue of Active Proxy Portfolio Shares without precise knowledge
of a fund's underlying portfolio. This is similar to certain other
existing exchange-traded products (for example, ETFs that invest in
foreign securities that do not trade during U.S. trading hours), in
which spreads may be generally wider in the early days of trading and
then narrow as market makers gain more confidence in their real-time
hedges.
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    \16\ The term ``Lead Market Maker'' is defined in Rule 1.1(w) to
mean a registered Market Maker that is the exclusive Designated
Market Maker in listings for which the Exchange is the primary
market.
    \17\ Statistical arbitrage enables a trader to construct an
accurate proxy for another instrument, allowing it to hedge the
other instrument or buy or sell the instrument when it is cheap or
expensive in relation to the proxy. Statistical analysis permits
traders to discover correlations based purely on trading data
without regard to other fundamental drivers. These correlations are
a function of differentials, over time, between one instrument or
group of instruments and one or more other instruments. Once the
nature of these price deviations have been quantified, a universe of
securities is searched in an effort to, in the case of a hedging
strategy, minimize the differential. Once a suitable hedging proxy
has been identified, a trader can minimize portfolio risk by
executing the hedging basket. The trader then can monitor the
performance of this hedge throughout the trade period making
corrections where warranted. In the case of correlation hedging, the
analysis seeks to find a proxy that matches the pricing behavior of
a fund. In the case of beta hedging, the analysis seeks to determine
the relationship between the price movement over time of a fund and
that of another stock. Dispersion trading is a hedged strategy
designed to take advantage of relative value differences in implied
volatilities between an index and the component stocks of that
index. Such trading strategies will allow market participants to
engage in arbitrage between series of Active Proxy Portfolio Shares
and other instruments, both through the creation and redemption
process and strictly through arbitrage without such processes.
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    The Shares of each Fund will be issued by T. Rowe Price Exchange-
Traded Funds, Inc. (``Issuer''), a corporation organized under the laws
of the State of Maryland, which may be comprised of multiple separate
series, and registered with the Commission as an open-end management
investment company.\18\ The investment adviser for the Funds will be T.
Rowe Price Associates, Inc. (``Adviser''). State Street Bank and Trust
Co. will serve as the Funds' transfer agent, custodian, and will
conduct certain administrative functions (the ``Transfer Agent'' or
``Custodian''). T. Rowe Price Investment Services, Inc., a registered
broker dealer and an affiliate of the Adviser, will serve as the
distributor (``Distributor'') of the Shares.
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    \18\ The Issuer is registered under the 1940 Act. On December
11, 2019, the Issuer filed an initial registration statement on Form
N-1A under the Securities Act of 1933 Act (``1933 Act'') (15 U.S.C.
77a) and under the 1940 Act relating to the Funds (File Nos. 333-
235450 and 811-23494) (the ``Registration Statement''). The Issuer
filed a seventh amended application for an order under Section 6(c)
of the 1940 Act for exemptions from various provisions of the 1940
Act and rules thereunder (File No. 812-14214), dated October 16,
2019 (``Application''). On December 10, 2019, the Commission issued
an order (``Exemptive Order'') under the 1940 Act granting the
exemptions requested in the Application (Investment Company Act
Release No. 33713, December 10, 2019). Investments made by the Funds
will comply with the conditions set forth in the Application and the
Exemptive Order. The description of the operation of the Funds
herein is based, in part, on the Registration Statement and the
Application.
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    Proposed Commentary.04 to Rule 8.601-E provides that, if the
investment adviser to the Investment Company issuing Active Proxy
Portfolio Shares is registered as a broker-dealer or is affiliated with
a broker-dealer, such investment adviser will erect and maintain a
``fire wall'' between the investment adviser and personnel of the
broker-dealer or broker-dealer affiliate, as applicable, with respect
to access to information concerning the composition and/or changes to
such Investment Company's Actual Portfolio and/or Proxy Portfolio.\19\
Any person related to the investment adviser or Investment Company who
makes decisions pertaining to the Investment Company's Actual Portfolio
and/or Proxy Portfolio or has access to non-public information
regarding the Investment Company's Actual Portfolio and/or Proxy
Portfolio or changes thereto must be subject to procedures reasonably
designed to prevent the use and dissemination of material non-public
information regarding the Actual Portfolio and/or Proxy Portfolio or
changes thereto. Proposed Commentary .04 is similar to Commentary
.03(a)(i) and (iii) to NYSE Arca Rule 5.2-E(j)(3); however, proposed
Commentary .04, in connection with the establishment of a ``fire wall''
between the investment adviser and the broker-dealer, reflects the
applicable open-end fund's portfolio, not an underlying benchmark
index, as is the case with index-based funds.\20\ Proposed Commentary
.04 is also similar to Commentary .06 to Rule 8.600-E related to
Managed Fund Shares, except that proposed Commentary .04 relates to
establishment and maintenance of a ``fire wall'' between the investment
adviser and personnel of the broker-dealer or broker-dealer affiliate,
as applicable, applicable to an Investment Company's Actual Portfolio
and/or Proxy Portfolio or changes thereto, and not just to the
underlying portfolio, as is the case with Managed Fund Shares.
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    \19\ The text of proposed Commentary .04 to Rule 8.601-E is
contained in Amendment 6 to SR-NYSEArca-2019-95. See note 4, supra.
    \20\ An investment adviser to an open-end fund is required to be
registered under the Investment Advisers Act of 1940 (the ``Advisers
Act''). As a result, the Adviser and its related personnel will be
subject to the provisions of Rule 204A-1 under the Advisers Act
relating to codes of ethics. This Rule requires investment advisers
to adopt a code of ethics that reflects the fiduciary nature of the
relationship to clients as well as compliance with other applicable
securities laws. Accordingly, procedures designed to prevent the
communication and misuse of non-public information by an investment
adviser must be consistent with Rule 204A-1 under the Advisers Act.
In addition, Rule 206(4)-7 under the Advisers Act makes it unlawful
for an investment adviser to provide investment advice to clients
unless such investment adviser has (i) adopted and implemented
written policies and procedures reasonably designed to prevent
violations, by the investment adviser and its supervised persons, of
the Advisers Act and the Commission rules adopted thereunder; (ii)
implemented, at a minimum, an annual review regarding the adequacy
of the policies and procedures established pursuant to subparagraph
(i) above and the effectiveness of their implementation; and (iii)
designated an individual (who is a supervised person) responsible
for administering the policies and procedures adopted under
subparagraph (i) above.
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    In addition, proposed Commentary.05 to Rule 8.601-E provides that
any person or entity, including a custodian, Reporting Authority,
distributor, or administrator, who has access to non-public information
regarding the Investment Company's Actual Portfolio or the Proxy
Portfolio or changes thereto, must be subject to procedures reasonably
designed to prevent the use and dissemination of material non-public
information regarding the applicable Investment Company Actual
Portfolio or the Proxy Portfolio or changes thereto.\21\ Moreover, if
any such person or entity is registered as a broker-dealer or
affiliated with a broker-dealer, such person or entity will erect and
maintain a ``fire wall'' between the person or entity and the broker-
dealer with respect to access to information concerning the composition
and/or

changes to such Investment Company Actual Portfolio or Proxy Portfolio.
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    \21\ The text of proposed Commentary .05 to NYSE Arca Rule
8.601-E is included in Amendment 6 to SR-NYSEArca-2019-95. See note
4, supra.
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    The Adviser is not registered as a broker-dealer but is affiliated
with a broker-dealer and has implemented and will maintain a ``fire
wall'' with respect to such broker-dealer affiliate regarding access to
information concerning the composition and/or changes to a Fund's
Actual Portfolio and/or Proxy Portfolio.
    In the event (a) the Adviser becomes registered as a broker-dealer
or newly affiliated with a broker-dealer, or (b) any new adviser or any
sub-adviser is a registered broker-dealer or becomes affiliated with a
broker-dealer, it will implement and maintain a fire wall with respect
to its relevant personnel or its broker-dealer affiliate regarding
access to information concerning the composition and/or changes to a
Fund's Actual Portfolio and/or Proxy Portfolio, and will be subject to
procedures designed to prevent the use and dissemination of material
non-public information regarding a Fund's Actual Portfolio and/or Proxy
Portfolio or changes thereto. Any person related to the Adviser or a
Fund who makes decisions pertaining to a Fund's Actual Portfolio or
Proxy Portfolio or has access to non-public information regarding a
Fund's Actual Portfolio and/or the Proxy Portfolio or changes thereto
is subject to procedures reasonably designed to prevent the use and
dissemination of material non-public information regarding a Fund's
Actual Portfolio and/or the Proxy Portfolio or changes thereto.
    In addition, any person or entity, including any service provider
for a Fund, who has access to non-public information regarding a Fund's
Actual Portfolio or the Proxy Portfolio or changes thereto, will be
subject to procedures reasonably designed to prevent the use and
dissemination of material non-public information regarding a Fund's
Actual Portfolio and/or the Proxy Portfolio or changes thereto.
Moreover, if any such person or entity is registered as a broker-dealer
or affiliated with a broker-dealer, such person or entity has erected
and will maintain a ``fire wall'' between the person or entity and the
broker-dealer with respect to access to information concerning the
composition and/or changes to a Fund's Actual Portfolio and/or Proxy
Portfolio.
Description of the Funds
    According to the Application, for each Fund, the Adviser will
identify its Proxy Portfolio, which could be a broad-based securities
index (e.g., the S&P 500) or a Fund's recently disclosed portfolio
holdings. The Proxy Portfolio will be determined such that at least 80%
of its total assets will overlap with the portfolio weightings of a
Fund. Although the Adviser may change a Fund's Proxy Portfolio at any
time, the Adviser currently does not expect to make such changes more
frequently than quarterly (for example, in connection with the release
of a Fund's portfolio holdings). The Adviser will publish a new Proxy
Portfolio for a Fund only before the commencement of trading of such
Fund's Shares on that ``Business Day,'' \22\ and the Adviser will not
make intra-day changes to the Proxy Portfolio except to correct errors
in the published Proxy Portfolio. For the reasons described herein, the
Adviser believes that each Fund's Proxy Portfolio will be a high-
quality hedging vehicle, the value of which will provide arbitrageurs
with a high quality pricing signal.
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    \22\ ``Business Day'' is defined to mean any day that the
Exchange is open, including any day when a Fund satisfies redemption
requests as required by section 22(e) of the 1940 Act.
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    In addition, on each Business Day, before commencement of trading
of Shares, the ``Portfolio Overlap'' will be published on the Funds'
website. The Portfolio Overlap will be the percentage weight overlap
between the prior Business Day's Proxy Portfolio's holdings compared to
the holdings of a Fund that formed the basis for that Fund's
calculation of NAV at the end of the prior Business Day.\23\ In
addition, each Fund will disclose the ``Daily Deviation'' \24\ between
the Proxy Portfolio and a Fund daily, as well as ``Empirical
Percentiles,'' \25\ which are quantitative summaries of the Daily
Deviation data for the last year. Each Fund will also disclose its
``Tracking Error.'' \26\
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    \23\ According to the Registration Statement, ``Portfolio
Overlap'' indicates how much of a Fund's portfolio securities
overlap with a Fund's Proxy Portfolio as of the end of the prior
business day.
    \24\ According to the Registration Statement, the Daily
Deviation shows the difference in performance between the NAV of a
Fund and the NAV of the Proxy Portfolio.
    \25\ According to the Registration Statement, the Empirical
Percentiles shows frequency and magnitude of performance differences
between a Fund and the Proxy Portfolio over time.
    \26\ According to the Registration Statement, ``Tracking Error''
is the deviation over the past three months of the daily proxy
spread (i.e., the difference, in percentage terms, between the Proxy
Portfolio's per share NAV and that of the fund at the end of the
trading day).
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    According to the Application and Exemptive Order, the Adviser
expects that the Proxy Portfolio, the Portfolio Overlap, the Daily
Deviations and related information will provide a set of high-quality
proxy information that arbitrageurs will use to construct a hedging
basket. The Portfolio Overlap, Daily Deviation, and Empirical
Percentile data, which will be disclosed daily on the Funds' website,
will help arbitrageurs by describing the market behavior of the Proxy
Portfolio and how it relates to a Fund's portfolio holdings, and by
providing historical valuation data and analysis.
    The Proxy Portfolio will not include any asset that is ineligible
to be in the Actual Portfolio of the applicable Fund.
T. Rowe Price Blue Chip Growth ETF
    The Fund's holdings will conform to the permissible investments as
set forth in the Application and Exemptive Order and the holdings will
be consistent with all requirements in the Application and Exemptive
Order.\27\ Any foreign common stocks held by the Fund will be traded on
an exchange that is a member of the Intermarket Surveillance Group
(``ISG'') or with which the Exchange has in place a comprehensive
surveillance sharing agreement.
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    \27\ According to the Application and Exemptive Order, each Fund
will only invest in exchange-traded common stocks, common stocks
listed on a foreign exchange that trade on such exchange
synchronously with the Shares (``foreign common stocks'') in the
Exchange's Core Trading Session (normally 9:30 a.m. to 4:00 p.m.
Eastern time (``E.T.'')), ETFs traded on a U.S. exchange, exchange-
traded notes (``ETNs'') traded on a U.S. exchange, U.S. exchange-
traded preferred stocks, U.S. exchange-traded American Depositary
Receipts (``ADRs''), U.S. exchange-traded real estate investment
trusts, U.S. exchange-traded commodity pools, U.S. exchange-traded
metals trusts, U.S. exchange-traded currency trusts and U.S.
exchange-traded futures contracts (collectively, ``exchange-traded
instruments'') that trade synchronously with a Fund's Shares, as
well as cash and cash equivalents. For purposes of this filing, cash
equivalents are short-term U.S. Treasury securities, government
money market funds, and repurchase agreements. The Funds will not
hold short positions or invest in derivatives other than U.S.
exchange-traded futures, will not borrow for investment purposes,
and will not purchase any securities that are illiquid investments
at the time of purchase.
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    The investment objective of the T. Rowe Price Blue Chip Growth ETF
will be to seek to provide long-term capital growth. Income will be a
secondary objective.
    The Fund will normally invest at least 80% of its net assets in the
common stocks of large and medium-sized blue-chip growth companies that
are listed in the United States. These are companies that, in the
Adviser's view, are well established in their industries and have the
potential for above-average earnings growth. The Fund will primarily
invest in U.S. exchange-traded securities, cash, and cash equivalents.
T. Rowe Price Dividend Growth ETF
    The Fund's holdings will conform to the permissible investments as
set forth

in the Application and Exemptive Order and the holdings will be
consistent with all requirements in the Application and Exemptive
Order.\28\ Any foreign common stocks held by the Fund will be traded on
an exchange that is a member of the ISG or with which the Exchange has
in place a comprehensive surveillance sharing agreement.
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    \28\ See note 27, supra.
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    The investment objective of the T. Rowe Price Dividend Growth ETF
will be to seek dividend income and long-term capital growth.
    The Fund normally will invest at least 65% of the Fund's total
assets in stocks listed in the United States, with an emphasis on
stocks that have a strong track record of paying dividends or that are
expected to increase their dividends over time. The Fund will primarily
invest in U.S. exchange-traded securities, cash, and cash equivalents.
T. Rowe Price Growth Stock ETF
    The Fund's holdings will conform to the permissible investments as
set forth in the Application and Exemptive Order and the holdings will
be consistent with all requirements in the Application and Exemptive
Order.\29\ Any foreign common stocks held by the Fund will be traded on
an exchange that is a member of the ISG or with which the Exchange has
in place a comprehensive surveillance sharing agreement.
---------------------------------------------------------------------------

    \29\ See note 27, supra.
---------------------------------------------------------------------------

    The investment objective of the T. Rowe Price Growth Stock ETF will
be to seek long-term capital growth.
    The Fund will normally invest at least 80% of its net assets in the
common stocks of a diversified group of growth companies. While it may
invest in companies of any market capitalization, the Fund generally
seeks investments in stocks of large-capitalization companies with one
or more of the following characteristics: strong cash flow and an
above-average rate of earnings growth; the ability to sustain earnings
momentum during economic downturns; and occupation of a lucrative niche
in the economy and the ability to expand even during times of slow
economic growth. The Fund will primarily invest in U.S. exchange-traded
securities, cash, and cash equivalents.
T. Rowe Price Equity Income ETF
    The Fund's holdings will conform to the permissible investments as
set forth in the Application and Exemptive Order and the holdings will
be consistent with all requirements in the Application and Exemptive
Order. \30\ Any foreign common stocks held by the Fund will be traded
on an exchange that is a member of the ISG or with which the Exchange
has in place a comprehensive surveillance sharing agreement.
---------------------------------------------------------------------------

    \30\ See note 27, supra.
---------------------------------------------------------------------------

    The investment objective of the T. Rowe Price Equity Income ETF
will be to seek a high level of dividend income and long-term capital
growth.
    The Fund will normally invest at least 80% of its net assets in
common stocks listed in the United States, with an emphasis on large-
capitalization stocks that have a strong track record of paying
dividends or that are believed to be undervalued. The Fund typically
will employ a ``value'' approach in selecting investments. The Fund
generally will invest in U.S. exchange-traded securities, cash, and
cash equivalents.
Investment Restrictions
    The Shares of each Fund will conform to the initial and continued
listing criteria under proposed Rule 8.601-E. Each Fund's holdings will
be limited to and consistent with permissible holdings as described in
the Application and all requirements in the Application and Exemptive
Order.\31\
---------------------------------------------------------------------------

    \31\ See note 27, supra.
---------------------------------------------------------------------------

    Each Fund's investments, including derivatives, will be consistent
with its investment objective and will not be used to enhance leverage
(although certain derivatives and other investments may result in
leverage). That is, a Fund's investments will not be used to seek
performance that is the multiple or inverse multiple (e.g., 2X or -3X)
of a Fund's primary broad-based securities benchmark index (as defined
in Form N-1A).
Purchases and Redemptions
    The Issuer will offer, issue and sell Shares of each Fund to
investors only in specified minimum size ``Creation Units'' through the
Distributor on a continuous basis at the NAV per Share next determined
after an order in proper form is received. The NAV of each Fund is
expected to be determined as of 4:00 p.m. E.T. on each Business Day.
The Issuer will sell and redeem Creation Units of each Fund only on a
Business Day. A Creation Unit will consist of at least 5,000 Shares.
    Shares will be purchased and redeemed in Creation Units and
generally on an in-kind basis. Accordingly, except where the purchase
or redemption will include cash under the circumstances specified
below, purchasers will be required to purchase Creation Units by making
an in-kind deposit of specified instruments (``Deposit Instruments''),
and shareholders redeeming their Shares will receive an in-kind
transfer of specified instruments (``Redemption Instruments''). The
names and quantities of the instruments that constitute the Deposit
Instruments and the Redemption Instruments for a Fund (collectively,
the ``Creation Basket'') will be the same as a Fund's designated Proxy
Portfolio, except to the extent that a Fund requires purchases and
redemptions to be made entirely or in part on a cash basis, as
described below.
    If there is a difference between the NAV attributable to a Creation
Unit and the aggregate market value of the Creation Basket exchanged
for the Creation Unit, the party conveying instruments with the lower
value will also pay to the other an amount in cash equal to that
difference (the ``Cash Amount'').
    Each Fund will adopt and implement policies and procedures
regarding the composition of its Creation Baskets. The policies and
procedures will set forth detailed parameters for the construction and
acceptance of baskets that are in the best interests of a Fund,
including the process for any revisions to or deviations from, those
parameters.
    A Fund that normally issues and redeems Creation Units in-kind may
require purchases and redemptions to be made entirely or in part on a
cash basis. In such an instance, a Fund will announce, before the open
of trading in the Core Trading Session on a given Business Day, that
all purchases, all redemptions or all purchases and redemptions on that
day will be made wholly or partly in cash. A Fund may also determine,
upon receiving a purchase or redemption order from an Authorized
Participant (as defined below), to have the purchase or redemption, as
applicable, be made entirely or in part in cash.\32\
---------------------------------------------------------------------------

    \32\ The Adviser represents that, to the extent that a Fund
allows creations and redemptions to be conducted in cash, such
transactions will be effected in the same manner for all Authorized
Participants transacting in cash.
---------------------------------------------------------------------------

    Each Business Day, before the open of trading on the Exchange, a
Fund will cause to be published through the National Securities
Clearing Corporation (``NSCC'') the names and quantities of the
instruments comprising the Creation Basket, as well as the estimated
Cash Amount (if any) for that day. The published Creation Basket will
apply until a new Creation Basket is announced on the following
Business Day, and there will be no intra-day changes to the Creation
Basket except to correct errors in the published Creation Basket. The
Proxy Portfolio will be published each Business Day regardless of
whether a Fund decides to issue or

redeem Creation Units entirely or in part on a cash basis.
    All orders to purchase Creation Units must be placed with the
Distributor by or through an Authorized Participant, which is a member
or participant of a clearing agency registered with the Commission,
which has a written agreement with a Fund or one of its service
providers that allows the Authorized Participant to place orders for
the purchase and redemption of Creation Units. Except as otherwise
permitted, no promoter, principal underwriter (e.g., the Distributor)
or affiliated person of a Fund, or any affiliated person of such
person, will be an Authorized Participant in Shares.
    Validly submitted orders to purchase or redeem Creation Units on
each Business Day will be accepted until the end of the Core Trading
Session (the ``Order Cut-Off Time''), generally 4:00 p.m. E.T., on the
Business Day that the order is placed (the ``Transmittal Date''). All
Creation Unit orders must be received by the Distributor no later than
the Order Cut-Off Time in order to receive the NAV determined on the
Transmittal Date. When the Exchange closes earlier than normal, a Fund
may require orders for Creation Units to be placed earlier in the
Business Day.
Availability of Information
    The Funds' website (www.troweprice.com), which will be publicly
available prior to the public offering of Shares, will include a form
of the prospectus for each Fund that may be downloaded. The Funds'
website will include on a daily basis, per Share for each Fund, the
prior Business Day's NAV and the ``Closing Price'' or ``Bid/Ask
Price,'' \33\ and a calculation of the premium/discount of the Closing
Price or Bid/Ask Price against such NAV \34\. The Adviser has
represented that the Funds' website will also provide: (1) any other
information regarding premiums/discounts as may be required for other
ETFs under Rule 6c-11 under the 1940 Act, as amended, and (2) any
information regarding the bid/ask spread for a Fund as may be required
for other ETFs under Rule 6c-11 under the 1940 Act, as amended. The
website and information will be publicly available at no charge. The
Funds' website also will disclose the information required under
proposed Rule 8.601-E(c)(3).\35\
---------------------------------------------------------------------------

    \33\ The records relating to Bid/Ask Prices will be retained by
the Funds or their service providers. The ``Bid/Ask Price'' is the
midpoint of the highest bid and lowest offer based upon the National
Best Bid and Offer as of the time of calculation of the Fund's NAV.
The ``National Best Bid and Offer'' is the current national best bid
and national best offer as disseminated by the Consolidated
Quotation System or UTP Plan Securities Information Processor. The
``Closing Price'' of Shares is the official closing price of the
Shares on the Exchange.
    \34\ The ``premium/discount'' refers to the premium or discount
to NAV at the end of a trading day and will be calculated based on
the last Bid/Ask Price or the Closing Price on a given trading day.
    \35\ See note 12, supra. Proposed Rule 8.601-E (c)(3) provides
that the website for each series of Active Proxy Portfolio Shares
shall disclose the information regarding the Proxy Portfolio as
provided in the exemptive relief pursuant to the Investment Company
Act of 1940 applicable to such series, including the following, to
the extent applicable:
    (i) Ticker symbol;
    (ii) CUSIP or other identifier;
    (iii) Description of holding;
    (iv) Quantity of each security or other asset held; and
     (v) Percentage weighting of the holding in the portfolio.
---------------------------------------------------------------------------

    The Proxy Portfolio holdings (including the identity and quantity
of investments in the Proxy Portfolio) will be publicly available on
the Funds' website before the commencement of trading in Shares on each
Business Day.
    The website also will include information relating to Portfolio
Overlap, Daily Deviation, Empirical Percentile and Tracking Error for
each Fund, as discussed above.
    The Exchange notes that the Application provides that the Issuer
will comply with Regulation Fair Disclosure, which prohibits selective
disclosure of any material non-public information.
    Typical mutual fund-style annual, semi-annual and quarterly
disclosures contained in the Funds' Commission filings will be provided
on the Funds' website on a current basis. \36\ Thus, each Fund will
publish the portfolio contents of its Actual Portfolio on a periodic
basis within at least 60 days following the end of every fiscal
quarter.
---------------------------------------------------------------------------

    \36\ See note 15, supra.
---------------------------------------------------------------------------

    Investors interested in a particular Fund can also obtain its
prospectus, statement of additional information (``SAI''), shareholder
reports, Form N-CSR, Form N-PORT and Form N-CEN. Investors may access
complete portfolio schedules for the Funds on Form N-CSR and Form N-
PORT. The prospectus, SAI and shareholder reports will be available
free upon request from the Funds, and those documents and the Form N-
CSR, Form N-PORT and Form N-CEN may be viewed on-screen or downloaded
from the Commission's website at http://www.sec.gov.
    Information regarding the market price of Shares and trading volume
in Shares, will be continually available on a real-time basis
throughout the day on brokers' computer screens and other electronic
services. The previous day's closing price and trading volume
information for the Shares will be published daily in the financial
section of newspapers.
    Updated price information for U.S. exchange-listed equity
securities is available through major market data vendors or securities
exchanges trading such securities. Quotation and last sale information
for the Shares, ETFs, ETNs, U.S. exchange-traded common stocks,
preferred stocks and ADRs will be available via the Consolidated Tape
Association (``CTA'') high-speed line or from the exchange on which
such securities trade. Price information for futures, foreign stocks
and cash equivalents is available through major market data vendors.
Intraday pricing information for all constituents of the Proxy
Portfolio that are exchange-traded, which includes all eligible
instruments except cash and cash equivalents, will be available on the
exchanges on which they are traded and through subscription services.
Intraday pricing information for cash equivalents will be available
through subscription services and/or pricing services.
Trading Halts
    With respect to trading halts, the Exchange may consider all
relevant factors in exercising its discretion to halt or suspend
trading in the Shares of a Fund.\37\ Trading in Shares of a Fund will
be halted if the circuit breaker parameters in NYSE Arca Rule 7.12-E
have been reached. Trading also may be halted because of market
conditions or for reasons that, in the view of the Exchange, make
trading in the Shares inadvisable. Trading in the Shares will be
subject to NYSE Arca Rule 8.601-E(d)(2)(D), which sets forth
circumstances under which Shares of a Fund will be halted.
---------------------------------------------------------------------------

    \37\ See NYSE Arca Rule 7.12-E.
---------------------------------------------------------------------------

    Specifically, proposed Rule 8.601-E(d)(2)(D) provides that the
Exchange may consider all relevant factors in exercising its discretion
to halt trading in a series of Active Proxy Portfolio Shares. Trading
may be halted because of market conditions or for reasons that, in the
view of the Exchange, make trading in the series of Active Proxy
Portfolio Shares inadvisable. These may include: (a) the extent to
which trading is not occurring in the securities and/or the financial
instruments composing the Proxy Portfolio and/or Actual Portfolio; or
(b) whether other unusual conditions or circumstances detrimental to
the maintenance of a fair and orderly market are present.
    In addition, if the Exchange becomes aware that the NAV, Proxy
Portfolio or Actual Portfolio with respect to a series

of Active Proxy Portfolio Shares is not disseminated to all market
participants at the same time, the Exchange shall halt trading in such
series until such time as the NAV, Proxy Portfolio or Actual Portfolio
is available to all market participants at the same time.
Trading Rules
    The Exchange deems the Shares to be equity securities, thus
rendering trading in the Shares subject to the Exchange's existing
rules governing the trading of equity securities. Shares will trade on
the NYSE Arca Marketplace in all trading sessions in accordance with
NYSE Arca Rule 7.34-E(a). As provided in NYSE Arca Rule 7.6-E, the
minimum price variation (``MPV'') for quoting and entry of orders in
equity securities traded on the NYSE Arca Marketplace is $0.01, with
the exception of securities that are priced less than $1.00 for which
the MPV for order entry is $0.0001.
    The Shares will conform to the initial and continued listing
criteria under proposed NYSE Arca Rule 8.601-E. The Exchange has
appropriate rules to facilitate trading in the Shares during all
trading sessions.
    A minimum of 100,000 Shares for each Fund will be outstanding at
the commencement of trading on the Exchange. In addition, pursuant to
proposed Rule 8.601-E(d)(1)(B), the Exchange, prior to commencement of
trading in the Shares, will obtain a representation from the issuer of
the Shares that the NAV per Share will be calculated daily and that the
NAV, Proxy Portfolio and the Actual Portfolio for each Fund will be
made available to all market participants at the same time.
    With respect to the Funds, all of the Exchange member obligations
relating to product description and prospectus delivery requirements
will continue to apply in accordance with Exchange rules and federal
securities laws, and the Exchange and the Financial Industry Regulatory
Authority, Inc. (``FINRA'') will continue to monitor Exchange members
for compliance with such requirements.
Surveillance
    The Exchange represents that trading in the Shares will be subject
to the existing trading surveillances, administered by the Exchange, as
well as cross market surveillances administered by FINRA on behalf of
the Exchange, which are designed to detect violations of Exchange rules
and applicable federal securities laws.\38\ The Exchange represents
that these procedures are adequate to properly monitor Exchange trading
of the Shares in all trading sessions and to deter and detect
violations of Exchange rules and federal securities laws applicable to
trading on the Exchange.
---------------------------------------------------------------------------

    \38\ FINRA conducts cross-market surveillances on behalf of the
Exchange pursuant to a regulatory services agreement. The Exchange
is responsible for FINRA's performance under this regulatory
services agreement.
---------------------------------------------------------------------------

    The surveillances referred to above generally focus on detecting
securities trading outside their normal patterns, which could be
indicative of manipulative or other violative activity. When such
situations are detected, surveillance analysis follows and
investigations are opened, where appropriate, to review the behavior of
all relevant parties for all relevant trading violations.
    FINRA, on behalf of the Exchange, or the Exchange or both will
communicate as needed regarding trading in the Shares and underlying
exchange-traded instruments with other markets and other entities that
are members of the Intermarket Surveillance Group (``ISG''), and FINRA,
on behalf of the Exchange, or the Exchange or both may obtain trading
information regarding trading such securities and exchange-traded
instruments from such markets and other entities. In addition, the
Exchange may obtain information regarding trading in such securities
and exchange-traded instruments from markets and other entities that
are members of ISG or with which the Exchange has in place a
comprehensive surveillance sharing agreement.\39\
---------------------------------------------------------------------------

    \39\ For a list of the current members of ISG, see
www.isgportal.org.
---------------------------------------------------------------------------

    The Adviser will make available daily to FINRA and the Exchange the
Actual Portfolio of the Funds, upon request, in order to facilitate the
performance of the surveillances referred to above.
    In addition, the Exchange also has a general policy prohibiting the
distribution of material, non-public information by its employees.
    Proposed Commentary .03 to NYSE Arca Rule 8.601-E provides that the
Exchange will implement and maintain written surveillance procedures
for Active Proxy Portfolio Shares. As part of these surveillance
procedures, the Investment Company's investment adviser will upon
request by the Exchange or FINRA, on behalf of the Exchange, make
available to the Exchange or FINRA the daily Actual Portfolio holdings
of each series of Active Proxy Portfolio Shares. The Exchange believes
that the ability to access the information on an as needed basis will
provide it with sufficient information to perform the necessary
regulatory functions associated with listing and trading series of
Active Proxy Portfolio Shares on the Exchange, including the ability to
monitor compliance with the initial and continued listing requirements
as well as the ability to surveil for manipulation of Active Proxy
Portfolio Shares.
    The Exchange will utilize its existing procedures to monitor a
Fund's compliance with the requirements of proposed Rule 8.601-E. For
example, the Exchange will continue to use intraday alerts that will
notify Exchange personnel of trading activity throughout the day that
may indicate that unusual conditions or circumstances are present that
could be detrimental to the maintenance of a fair and orderly market.
The Exchange will require from the issuer of Active Proxy Portfolio
Shares, upon initial listing and periodically thereafter, a
representation that it is in compliance with Rule 8.601-E. The Exchange
notes that proposed Commentary .01 to Rule 8.601-E would require an
issuer of Active Proxy Portfolio Shares to notify the Exchange of any
failure to comply with the continued listing requirements of Rule
8.601-E. In addition, the Exchange will require issuers to represent
that they will notify the Exchange of any failure to comply with the
terms of applicable exemptive and no-action relief. As part of its
surveillance procedures, the Exchange will rely on the foregoing
procedures to become aware of any non-compliance with the requirements
of proposed Rule 8.601-E.
    With respect to the Funds, all statements and representations made
in this filing regarding (a) the description of the portfolio or
reference asset, (b) limitations on portfolio holdings or reference
assets, or (c) the applicability of Exchange listing rules specified in
this rule filing shall constitute continued listing requirements for
listing the Shares on the Exchange. The Exchange will obtain a
representation from the Adviser, prior to commencement of trading in
the Shares of a Fund, that it will advise the Exchange of any failure
by a Fund to comply with the continued listing requirements, and,
pursuant to its obligations under Section 19(g)(1) of the Act, the
Exchange will monitor for compliance with the continued listing
requirements. If a Fund is not in compliance with the applicable
listing requirements, the Exchange will commence delisting procedures
under NYSE Arca Rule 5.5-E(m).

2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Act,\40\ in general, and furthers the
objectives of Section 6(b)(5) of the Act,\41\ in particular, in that it
is designed to prevent fraudulent and manipulative acts and practices,
to promote just and equitable principles of trade, to remove
impediments to and perfect the mechanism of a free and open market and
a national market system, and, in general, to protect investors and the
public interest.\42\
---------------------------------------------------------------------------

    \40\ 15 U.S.C. 78f(b).
    \41\ 15 U.S.C. 78f(b)(5).
    \42\ The Exchange represents that, for initial and continued
listing, the Funds will be in compliance with Rule 10A-3 under the
Act, as provided by NYSE Arca Rule 5.3-E.
---------------------------------------------------------------------------

    With respect to the proposed listing and trading of Shares of the
Funds, the Exchange believes that the proposed rule change is designed
to prevent fraudulent and manipulative acts and practices in that the
Shares will be listed and traded on the Exchange pursuant to the
initial and continued listing criteria in proposed NYSE Arca Rule
8.601-E. One-hundred percent of the value of a Fund's Actual Portfolio
(except for cash, cash equivalents and Treasury securities) at the time
of purchase will be listed on U.S. or foreign securities exchanges (or,
in the limited case of futures contracts, U.S. futures exchanges). The
listing and trading of such securities is subject to rules of the
exchanges on which they are listed and traded, as approved by the
Commission.
    With respect to the proposed listing and trading of Shares of a
Fund, the Exchange believes that the proposed rule change is designed
to prevent fraudulent and manipulative acts and practices in that the
Shares will be listed and traded on the Exchange pursuant to the
initial and continued listing criteria in NYSE Arca Rule 8.601-E. Each
Fund's holdings will conform to the permissible investments as set
forth in the Application and Exemptive Order and the holdings will be
consistent with all requirements in the Application and Exemptive
Order.\43\ The Exchange or FINRA, on behalf of the Exchange, or both,
will communicate as needed regarding trading in the Shares and
underlying exchange-traded instruments with other markets and other
entities that are members of the ISG, and the Exchange or FINRA, on
behalf of the Exchange, or both, may obtain trading information
regarding trading such securities and exchange-traded instruments from
such markets and other entities. In addition, the Exchange may obtain
information regarding trading in such securities and exchange-traded
instruments from markets and other entities that are members of ISG or
with which the Exchange has in place a comprehensive surveillance
sharing agreement. Any foreign common stocks held by a Fund will be
traded on an exchange that is a member of the ISG or with which the
Exchange has in place a comprehensive surveillance sharing agreement.
---------------------------------------------------------------------------

    \43\ See note 27, supra
---------------------------------------------------------------------------

    The Exchange, after consulting with various LMMs that trade ETFs on
the Exchange, believes that market makers will be able to make
efficient and liquid markets priced near the ETF's intraday value, and
market makers employ market making techniques such as ``statistical
arbitrage,'' including correlation hedging, beta hedging, and
dispersion trading, which is currently used throughout the financial
services industry, to make efficient markets in exchange-traded
products.\44\ For Active Proxy Portfolio Shares, market makers may use
the knowledge of a fund's means of achieving its investment objective,
as described in the applicable fund registration statement, as well as
a fund's disclosed Proxy Portfolio, to construct a hedging proxy for a
fund to manage a market maker's quoting risk in connection with trading
fund shares. Market makers can then conduct statistical arbitrage
between their hedging proxy and shares of a fund, buying and selling
one against the other over the course of the trading day. This ability
should permit market makers to make efficient markets in an issue of
Active Proxy Portfolio Shares without precise knowledge of a fund's
underlying portfolio. This is similar to certain other existing
exchange-traded products (for example, ETFs that invest in foreign
securities that do not trade during U.S. trading hours), in which
spreads may be generally wider in the early days of trading and then
narrow as market makers gain more confidence in their real-time hedges.
---------------------------------------------------------------------------

    \44\ See note 17, supra.
---------------------------------------------------------------------------

    The daily dissemination of the identity and quantity of Proxy
Portfolio component investments, together with the right of Authorized
Participants to create and redeem each day at the NAV, will be
sufficient for market participants to value and trade shares in a
manner that will not lead to significant deviations between the Bid/Ask
Price and NAV of shares of a series of Active Proxy Portfolio Shares.
    The pricing efficiency with respect to trading a series of Active
Proxy Portfolio Shares will generally rest on the ability of market
participants to arbitrage between the shares and a fund's portfolio, in
addition to the ability of market participants to assess a fund's
underlying value accurately enough throughout the trading day in order
to hedge positions in shares effectively. Professional traders can buy
shares that they perceive to be trading at a price less than that which
will be available at a subsequent time and sell shares they perceive to
be trading at a price higher than that which will be available at a
subsequent time. It is expected that, as part of their normal day-to-
day trading activity, market makers assigned to shares by the Exchange,
off-exchange market makers, firms that specialize in electronic
trading, hedge funds and other professionals specializing in short-
term, non-fundamental trading strategies will assume the risk of being
``long'' or ``short'' shares through such trading and will hedge such
risk wholly or partly by simultaneously taking positions in correlated
assets \45\ or by netting the exposure against other, offsetting
trading positions--much as such firms do with existing ETFs and other
equities. Disclosure of a fund's investment objective and principal
investment strategies in its prospectus and SAI should permit
professional investors to engage easily in this type of hedging
activity.
---------------------------------------------------------------------------

    \45\ Price correlation trading is used throughout the financial
industry. It is used to discover both trading opportunities to be
exploited, such as currency pairs and statistical arbitrage, as well
as for risk mitigation such as dispersion trading and beta hedging.
These correlations are a function of differentials, over time,
between one or multiple securities pricing. Once the nature of these
price deviations have been quantified, a universe of securities is
searched in an effort to, in the case of a hedging strategy,
minimize the differential. Once a suitable hedging basket has been
identified, a trader can minimize portfolio risk by executing the
hedging basket. The trader then can monitor the performance of this
hedge throughout the trade period, making corrections where
warranted.
---------------------------------------------------------------------------

    The Exchange believes that the Funds and Active Proxy Portfolio
Shares generally, will provide investors with a greater choice of
active portfolio managers and active strategies through which they can
manage their assets in an ETF structure. This greater choice of active
asset management is expected to be similar to the diversity of active
managers and strategies available to mutual fund investors. Unlike
mutual fund investors, investors in Active Proxy Portfolio Shares would
also accrue the benefits derived from the ETF structure, such as lower
fund costs, tax efficiencies, intraday liquidity, and pricing that
reflects current market conditions rather than end-of-day pricing.

    The Adviser represents that, unlike ETFs that publish their
portfolios on a daily basis, the Funds, as Active Proxy Portfolio
Shares, will allow for efficient trading of Shares through an effective
Fund portfolio transparency substitute--Proxy Portfolio transparency.
The Adviser believes that this approach will provide an important
benefit to investors by protecting a Fund from the potential for front-
running of portfolio transactions and the potential for free-riding on
a Fund's portfolio strategies, each of which could adversely impact the
performance of a Fund.
    The Exchange believes that Active Proxy Portfolio Shares will
provide the platform for many more asset managers to launch ETFs,
increasing the investment choices for consumers of actively managed
funds, which should lead to a greater competitive landscape that can
help to reduce the overall costs of active investment management for
retail investors. Unlike mutual funds, Active Proxy Portfolio Shares
would be able to use the efficient share settlement system in place for
ETFs today, translating into a lower cost of maintaining shareholder
accounts and processing transactions.
    Each Fund's investments, including derivatives, will be consistent
with its investment objective and will not be used to enhance leverage
(although certain derivatives and other investments may result in
leverage). That is, a Fund's investments will not be used to seek
performance that is the multiple or inverse multiple (e.g., 2X or -3X)
of a Fund's primary broad-based securities benchmark index (as defined
in Form N-1A).
    With respect to the Funds, the proposed rule change is designed to
promote just and equitable principles of trade and to protect investors
and the public interest in that the Exchange will obtain a
representation from the Issuer, prior to commencement of trading in the
Shares, that the NAV per Share of a Fund will be calculated daily and
that the NAV, Proxy Portfolio and Actual Portfolio will be made
available to all market participants at the same time. Investors can
also obtain a Fund's SAI, shareholder reports, and its Form N-CSR, Form
N-PORT and Form N-CEN. A Fund's SAI and shareholder reports will be
available free upon request from the applicable Fund, and those
documents and the Form N-CSR, Form N-PORT and Form N-CEN may be viewed
on-screen or downloaded from the Commission's website.
    Proposed Commentary .03 to NYSE Arca Rule 8.601-E provides that the
Exchange will implement and maintain written surveillance procedures
for Active Proxy Portfolio Shares. As part of these surveillance
procedures, the Investment Company's investment adviser will, upon
request by the Exchange or FINRA, on behalf of the Exchange, make
available to the Exchange or FINRA the daily portfolio holdings of each
series of Active Proxy Portfolio Shares. The Exchange believes that the
ability to access the information on an as needed basis will provide it
with sufficient information to perform the necessary regulatory
functions associated with listing and trading series of Active Proxy
Portfolio Shares on the Exchange, including the ability to monitor
compliance with the initial and continued listing requirements as well
as the ability to surveil for manipulation of Active Proxy Portfolio
Shares. With respect to the Funds, the Adviser will make available
daily to FINRA and the Exchange the portfolio holdings of a Fund upon
request in order to facilitate the performance of the surveillances
referred to above.
    The Exchange will utilize its existing procedures to monitor issuer
compliance with the requirements of proposed Rule 8.601-E. For example,
the Exchange will continue to use intraday alerts that will notify
Exchange personnel of trading activity throughout the day that may
indicate that unusual conditions or circumstances are present that
could be detrimental to the maintenance of a fair and orderly market.
The Exchange will require from the issuer of a series of Active Proxy
Portfolio Shares, upon initial listing and periodically thereafter, a
representation that it is in compliance with proposed Rule 8.601-E. The
Exchange notes that proposed Commentary .01 to Rule 8.601-E would
require an issuer of Active Proxy Portfolio Shares to notify the
Exchange of any failure to comply with the continued listing
requirements of proposed Rule 8.601-E. In addition, the Exchange will
require issuers to represent that they will notify the Exchange of any
failure to comply with the terms of applicable exemptive and no-action
relief. The Exchange will rely on the foregoing procedures to become
aware of any non-compliance with the requirements of proposed Rule
8.601-E.
    In addition, with respect to the Funds, a large amount of
information will be publicly available regarding the Funds and the
Shares, thereby promoting market transparency. Quotation and last sale
information for the Shares, ETFs, ETNs, U.S. exchange-traded common
stocks, preferred stocks and ADRs will be available via the CTA high-
speed line or from the exchange on which such securities trade. Price
information for futures, foreign stocks and cash equivalents is
available through major market data vendors. The website for the Funds
will include a form of the prospectus for the Funds that may be
downloaded, and additional data relating to NAV and other applicable
quantitative information, updated on a daily basis. Trading in Shares
of a Fund will be halted if the circuit breaker parameters in NYSE Arca
Rule 7.12-E have been reached or because of market conditions or for
reasons that, in the view of the Exchange, make trading in the Shares
inadvisable. Trading in the Shares will be subject to proposed NYSE
Arca Rule 8.601-E(d)(2)(D), which sets forth circumstances under which
Shares of the Funds may be halted. In addition, as noted above,
investors will have ready access to the Proxy Portfolio, and quotation
and last sale information for the Shares. The Proxy Portfolio holdings
(including the identity and quantity of investments in the Proxy
Portfolio) will be publicly available on the Funds' website before the
commencement of trading in Shares on each Business Day. The Shares will
conform to the initial and continued listing criteria under proposed
Rule 8.601-E.
    Each Fund's holdings will conform to the permissible investments as
set forth in the Application and Exemptive Order and the holdings will
be consistent with all requirements in the Application and Exemptive
Order.\46\ Any foreign common stocks held by a Fund will be traded on
an exchange that is a member of the ISG or with which the Exchange has
in place a comprehensive surveillance sharing agreement.
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    \46\ See note 26, supra.
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    The components of a Fund's Actual Portfolio will (a) be listed on
an exchange and the primary trading session of such exchange will trade
synchronously with the Exchange's Core Trading Session, as defined in
Rule 7.34-E(a); (b) with respect to exchange-traded futures, be listed
on a U.S. futures exchange; or (c) consist of cash and cash
equivalents.
    The proposed rule change is designed to perfect the mechanism of a
free and open market and, in general, to protect investors and the
public interest in that it will facilitate the listing and trading of
an additional type of actively-managed exchange-traded product that
will enhance competition among market participants, to the benefit of
investors and the marketplace. The Exchange will obtain a
representation from the Adviser, prior to commencement of trading in
the Shares of a Fund, that it will advise the Exchange of any failure

by a Fund to comply with the continued listing requirements, and,
pursuant to its obligations under Section 19(g)(1) of the Act, the
Exchange will monitor for compliance with the continued listing
requirements. If a Fund is not in compliance with the applicable
listing requirements, the Exchange will commence delisting procedures
under NYSE Arca Rule 5.5-E(m).
    As noted above, with respect to the Funds, the Exchange has in
place surveillance procedures relating to trading in the Funds' Shares
and may obtain information via ISG from other exchanges that are
members of ISG or with which the Exchange has entered into a
comprehensive surveillance sharing agreement. In addition, as noted
above, with respect to the Funds, investors will have ready access to
information regarding the Proxy Portfolio and quotation and last sale
information for the Shares.

B. Self-Regulatory Organization's Statement on Burden on Competition

    In accordance with Section 6(b)(8) of the Act,\47\ the Exchange
does not believe that the proposed rule change will impose any burden
on competition that is not necessary or appropriate in furtherance of
the purposes of the Act. The Exchange believes the proposed rule change
would permit listing and trading of another type of actively-managed
ETF that has characteristics different from existing actively-managed
and index ETFs, including that the portfolio is disclosed at least once
quarterly as opposed to daily, and would introduce additional
competition among various ETF products to the benefit of investors.
---------------------------------------------------------------------------

    \47\ 15 U.S.C. 78f(b)(8).
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C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received from Members, Participants, or Others

    No written comments were solicited or received with respect to the
proposed rule change.

III. Discussion and Commission Findings

    After careful review, the Commission finds that the proposed rule
change, as modified by Amendment No. 3, is consistent with the Act and
rules and regulations thereunder applicable to a national securities
exchange.\48\ In particular, the Commission finds that the proposed
rule change, as modified by Amendment No. 3 is consistent with Section
6(b)(5) of the Act,\49\ which requires, among other things, that the
Exchange's rules be designed to prevent fraudulent and manipulative
acts and practices, to promote just and equitable principles of trade,
to remove impediments to and perfect the mechanism of a free and open
market and a national market system, and, in general, to protect
investors and the public interest. The Commission notes that in a
separate order, it approved the Exchange's proposed rule change to
adopt NYSE Arca Rule 8.601-E to permit the listing and trading of
Active Proxy Portfolio Shares.\50\
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    \48\ In approving this proposed rule change, the Commission
notes that it has considered the proposed rule's impact on
efficiency, competition, and capital formation. See 15 U.S.C.
78c(f).
    \49\ 15 U.S.C. 78f(b)(5).
    \50\ See note 3 supra.
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    The Commission believes that the proposal is reasonably designed to
promote fair disclosure of information that may be necessary to price
the Shares appropriately and to prevent trading in the Shares when a
reasonable degree of certain pricing transparency cannot be assured. As
such, the Commission believes the proposal is reasonably designed to
maintain a fair and orderly market for trading the Shares. The
Commission also finds that the proposal is consistent with Section
11A(a)(1)(C)(iii) of the Act, which sets forth Congress's finding that
it is in the public interest and appropriate for the protection of
investors and the maintenance of fair and orderly markets to assure the
availability to brokers, dealers, and investors of information with
respect to quotations for, and transactions in, securities.
    Specifically, the Commission notes that the Exchange, prior to
commencement of trading in the Shares, will obtain a representation
from the issuer of the Shares of each Fund that the NAV per Share will
be calculated daily and that the NAV, Proxy Portfolio, and Actual
Portfolio for each Fund will be made available to all market
participants at the same time.\51\ Information regarding the market
price of Shares and trading volume in Shares will be continually
available on a real-time basis throughout the day on brokers' computer
screens and other electronic services. Quotation and last-sale
information for the Shares, ETFs, ETNs, U.S. exchange-traded common
stocks, preferred stocks, and ADRs will be available via the
Consolidated Tape Association high-speed line or from the exchange on
which such securities trade. Price information for futures, foreign
stocks and cash equivalents is available through major market data
vendors. The Funds' website will include additional information updated
on a daily basis, including, on a per Share basis for each Fund, the
prior business day's NAV, the closing price or bid/ask price at the
time of calculation of such NAV, and a calculation of the premium or
discount of the closing price or bid/ask price against such NAV. The
website will also disclose the percentage weight overlap between the
prior business day's Proxy Portfolio's holdings compared to the
holdings of a Fund that formed the basis for that Fund's calculation of
NAV at the end of the prior business day, and any other information
regarding premiums and discounts and the bid/ask spread for a Fund as
may be required for other ETFs under Rule 6c-11 under the 1940 Act. The
Proxy Portfolio holdings (including the identity and quantity of
investments in the Proxy Portfolio) will be publicly available on the
Funds' website before the commencement of trading in Shares on each
Business Day and the Funds' website will disclose the information
required under Rule 8.601-E(c)(3).\52\ The website and information will
be publicly available at no charge.
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    \51\ See NYSE Arca Rule 8.601-E(d)(1)(B).
    \52\ See Rule 8.601-E(c)(3), which requires that the website for
each series of Active Proxy Portfolio Shares shall disclose the
information regarding the Proxy Portfolio as provided in the
exemptive relief pursuant to the Investment Company Act of 1940
applicable to such series, including the following, to the extent
applicable: (i) ticker symbol; (ii) CUSIP or other identifier; (iii)
description of holding; (iv) quantity of each security or other
asset held; and (v) percentage weighting of the holding in the
portfolio.
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    In addition, the Exchange states that intraday pricing information
for all constituents of the Proxy Portfolio that are exchange-traded,
which includes all eligible instruments except cash and cash
equivalents, will be available on the exchanges on which they are
traded and through subscription services, and that intraday pricing
information for cash equivalents will be available through subscription
services and/or pricing services.
    The Commission also notes that the Exchange's rules regarding
trading halts help to ensure the maintenance of fair and orderly
markets for the Shares. Specifically, pursuant to its rules, the
Exchange may consider all relevant factors in exercising its discretion
to halt trading in the Shares and will halt trading in the Shares under
the conditions specified in NYSE Arca Rule 7.12-E. Trading may be
halted because of market conditions or for reasons that, in the view of
the Exchange, make trading in the Shares inadvisable, including (1) the
extent to which trading is not occurring in the securities and/or the
financial instruments composing the Proxy Portfolio and/or Actual
Portfolio; or (2) whether other unusual conditions

or circumstances detrimental to the maintenance of a fair and orderly
market are present.\53\ Trading in the Shares also will be subject to
NYSE Arca Rule 8.601-E(d)(2)(D), which sets forth additional
circumstances under which trading in the Shares will be halted.
---------------------------------------------------------------------------

    \53\ See NYSE Arca Rule 8.601-E(d)(2)(D)(i).
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    The Commission also believes that the proposal is reasonably
designed to help prevent fraudulent and manipulative acts and
practices. Specifically, the Exchange provides that:
     The Adviser is not registered as a broker-dealer but is
affiliated with a broker-dealer and has implemented and will maintain a
``fire wall'' with respect to such broker-dealer affiliate regarding
access to information concerning the composition of and/or changes to a
Fund's Actual Portfolio and/or Proxy Portfolio;
     Any person related to the Adviser or a Fund who makes
decisions pertaining to the Fund's Actual Portfolio or Proxy Portfolio
or who has access to non-public information regarding a Fund's Actual
Portfolio and/or the Proxy Portfolio or changes thereto are subject to
procedures reasonably designed to prevent the use and dissemination of
material non-public information regarding a Fund's Actual Portfolio
and/or the Proxy Portfolio or changes thereto;
     In the event (a) the Adviser becomes registered as a
broker-dealer or newly affiliated with a broker-dealer or (b) any new
adviser or sub-adviser is a registered broker-dealer, or becomes
affiliated with a broker-dealer, it will implement and maintain a fire
wall with respect to its relevant personnel or its broker-dealer
affiliate regarding access to information concerning the composition of
and/or changes to a Fund's Actual Portfolio and/or Proxy Portfolio, and
will be subject to procedures designed to prevent the use and
dissemination of material non-public information regarding a Fund's
Actual Portfolio and/or Proxy Portfolio or changes thereto; and
     Any person or entity, including any service provider for a
Fund, who has access to non-public information regarding a Fund's
Actual Portfolio or the Proxy Portfolio or changes thereto will be
subject to procedures reasonably designed to prevent the use and
dissemination of material non-public information regarding a Fund's
Actual Portfolio and/or the Proxy Portfolio or changes thereto, and if
any such person or entity is registered as a broker-dealer or
affiliated with a broker-dealer, such person or entity has erected and
will maintain a ``fire wall'' between the person or entity and the
broker-dealer with respect to access to information concerning the
composition of and/or changes to a Fund's Actual Portfolio and/or Proxy
Portfolio.
    Finally, the Exchange represents that trading in the Shares will be
subject to the existing trading surveillances, administered by the
Exchange, as well as cross-market surveillances administered by FINRA
on behalf of the Exchange,\54\ and that these surveillance procedures
are adequate to properly monitor Exchange trading of the Shares in all
trading sessions and to deter and detect violations of Exchange rules
and federal securities laws applicable to trading on the Exchange.
---------------------------------------------------------------------------

    \54\ See NYSE Arca Rule 8.601-E, Commentary .03, which requires,
as part of the surveillance procedures for Active Proxy Portfolio
Shares, a Fund's investment adviser to, upon request by the Exchange
or FINRA, on behalf of the Exchange, make available to the Exchange
or FINRA the daily Actual Portfolio holdings of the Fund.
---------------------------------------------------------------------------

    The Exchange deems the Shares to be equity securities, thus
rendering trading in the Shares subject to the Exchange's existing
rules governing the trading of equity securities.
    In support of this proposal, the Exchange represents that:
    (1) The Shares will conform to the initial and continued listing
criteria under NYSE Arca Rule 8.601-E.
    (2) A minimum of 100,000 Shares for each Fund will be outstanding
at the commencement of trading on the Exchange.
    (3) FINRA, on behalf of the Exchange, or the Exchange, or both,
will communicate as needed, and may obtain information, regarding
trading in the Shares and underlying exchange-traded instruments with
other markets and other entities that are members of the ISG. In
addition, the Exchange may obtain information regarding trading in such
securities and exchange-traded instruments from markets and other
entities with which the Exchange has in place a comprehensive
surveillance sharing agreement. Any foreign common stocks held by a
Fund will be traded on an exchange that is a member of the ISG or with
which the Exchange has in place a comprehensive surveillance sharing
agreement.
    (4) The Exchange has appropriate rules to facilitate transactions
in the Shares during all trading sessions.
    (5) For initial and continued listing, the Funds will be in
compliance with Rule 10A-3 under the Act.\55\
---------------------------------------------------------------------------

    \55\ See 17 CFR 240.10A-3.
---------------------------------------------------------------------------

    (6) Each Fund's holdings will conform to the permissible
investments as set forth in the Application and Exemptive Order and the
holdings will be consistent with all requirements set forth in the
Application and Exemptive Order. Each Fund's investments, including
derivatives, will be consistent with its investment objective and will
not be used to enhance leverage (although certain derivatives and other
investments may result in leverage).
    (7) With respect to the Funds, all of the Exchange member
obligations relating to product description and prospectus delivery
requirements will continue to apply in accordance with Exchange rules
and federal securities laws, and the Exchange and FINRA will continue
to monitor Exchange members for compliance with such requirements.
    The Exchange also represents that all statements and
representations made in the filing regarding: (1) the description of
the portfolio or reference assets; (2) limitations on portfolio
holdings or reference assets; or (3) the applicability of Exchange
listing rules specified in the filing constitute continued listing
requirements for listing the Shares on the Exchange. In addition, the
Exchange represents that the Exchange will obtain a representation from
the Adviser, prior to commencement of trading in the Shares of a Fund,
that the Adviser will advise the Exchange of any failure by a Fund to
comply with the continued listing requirements and, pursuant to its
obligations under Section 19(g)(1) of the Act, the Exchange will
monitor \56\ for compliance with the continued listing requirements. If
a Fund is not in compliance with the applicable listing requirements,
the Exchange will commence delisting procedures under NYSE Arca Rule
5.5-E(m).
---------------------------------------------------------------------------

    \56\ The Commission notes that certain proposals for the listing
and trading of exchange-traded products include a representation
that the exchange will ``surveil'' for compliance with the continued
listing requirements. See, e.g., Securities Exchange Act Release No.
77499 (April 1, 2016), 81 FR 20428, 20432 (April 7, 2016) (SR-BATS-
2016-04). In the context of this representation, it is the
Commission's view that ``monitor'' and ``surveil'' both mean ongoing
oversight of compliance with the continued listing requirements.
Therefore, the Commission does not view ``monitor'' as a more or
less stringent obligation than ``surveil'' with respect to the
continued listing requirements.
---------------------------------------------------------------------------

IV. Solicitation of Comments on Amendment No. 3 to the Proposed Rule
Change

    Interested persons are invited to submit written data, views, and
arguments concerning whether the proposed rule change, as modified by
Amendment No. 3, is consistent with the Exchange Act. Comments may be
submitted by any of the following methods:

Electronic Comments

     Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to<EMAIL_ADDRESS>Please include
File Number SR-NYSEArca-2019-92 on the subject line.

Paper Comments

     Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.

All submissions should refer to File Number SR-NYSEArca-2019-92. This
file number should be included on the subject line if email is used. To
help the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's internet website (http://www.sec.gov/rules/sro.shtml).
Copies of the submission, all subsequent amendments, all written
statements with respect to the proposed rule change that are filed with
the Commission, and all written communications relating to the proposed
rule change between the Commission and any person, other than those
that may be withheld from the public in accordance with the provisions
of 5 U.S.C. 552, will be available for website viewing and printing in
the Commission's Public Reference Room, 100 F Street, NE, Washington,
DC 20549, on official business days between the hours of 10:00 a.m. and
3:00 p.m. Copies of the filing also will be available for inspection
and copying at the principal office of the Exchange. All comments
received will be posted without change. Persons submitting comments are
cautioned that we do not redact or edit personal identifying
information from comment submissions. You should submit only
information that you wish to make available publicly. All submissions
should refer to File Number SR-NYSEArca-2019-92, and should be
submitted on or before July 27, 2020.

V. Accelerated Approval of Proposed Rule Change, as Modified by
Amendment No. 3

    The Commission finds good cause to approve the proposed rule
change, as modified by Amendment No. 3, prior to the thirtieth day
after the date of publication of notice of the filing of Amendment No.
3 in the Federal Register. In Amendment No. 3, the Exchange modified
the description of each Fund and conformed the description of NYSE Arca
Rule 8.601-E to the final rule approved in the Active Proxy Portfolio
Shares Order.\57\ Amendment No. 3 also provides other clarifications
and additional information related to the Funds.\58\ The changes and
additional information in Amendment No. 3 assist the Commission in
finding that the proposal is consistent with the Exchange Act.
Accordingly, the Commission finds good cause, pursuant to Section
19(b)(2) of the Exchange Act,\59\ to approve the proposed rule change,
as modified by Amendment No. 3, on an accelerated basis.
---------------------------------------------------------------------------

    \57\ See supra note 3.
    \58\ See Amendment No. 3, supra note 11.
    \59\ 15 U.S.C. 78s(b)(2).
---------------------------------------------------------------------------

VI. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the Act
\60\ that the proposed rule change (SR-NYSEArca-2019-92), as modified
by Amendment No. 3, be, and it hereby is, approved on an accelerated
basis.\61\
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    \60\ Id.
    \61\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-14489 Filed 7-2-20; 8:45 am]
BILLING CODE 8011-01-P