[Federal Register Volume 86, Number 52 (Friday, March 19, 2021)]
[Notices]
[Pages 14980-14987]
[FR Doc No: 2021-05673]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-91322; File No. SR-NYSEArca-2021-17]

Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing
and Immediate Effectiveness of Proposed Rule Change Relating to Listing
and Trading of Shares of the T. Rowe Price U.S. Equity Research ETF
Under NYSE Arca Rule 8.601-E

March 15, 2021.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby
given that, on March 8, 2021, NYSE Arca, Inc. (``NYSE Arca'' or the
``Exchange'') filed with the Securities and Exchange Commission (the
``Commission'') the proposed rule change as described in Items I and II
below, which Items have been prepared by the self-regulatory
organization. The Commission is publishing this notice to solicit
comments on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    The Exchange proposes to list and trade shares of the following
under NYSE Arca Rule 8.601-E: T. Rowe Price U.S. Equity Research ETF.
The proposed rule change is available on the Exchange's website at
www.nyse.com, at the principal office of the Exchange, and at the
Commission's Public Reference Room.

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

    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 the
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange has adopted 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.\4\ Commentary .01 to Rule 8.601-E requires 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'') as Active Proxy Portfolio
Shares of the T. Rowe Price U.S. Equity Research ETF (the ``Fund'')
under Rule 8.601-E.
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    \4\ See Securities Exchange Act Release No. 89185 (June 29,
2020), 85 FR 40328 (July 6, 2020) (SR-NYSEArca-2019-95). Rule 8.601-
E(c)(1) provides that ``[t]he term ``Active Proxy Portfolio Share''
means a security that (a) is issued by a 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.'' 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.'' 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 \5\ and for which a ``Disclosed Portfolio'' is
required to be disseminated at least once daily,\6\ the portfolio for
each series 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
Investment Company Act of 1940 (the ``1940 Act'').\7\ The composition
of the portfolio of each series 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 NAV. 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.
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    \5\ 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. 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).
    \6\ 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.
    \7\ 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 fund's Statement of Additional Information (``SAI''), its
Shareholder Reports, its Form N-CSR, filed twice a year, and its
Form N-CEN, filed annually. A fund's 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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    The Commission has previously approved listing and trading on the
Exchange of series of Active Proxy Portfolio Shares under NYSE Arca
Rule 8.601-E.\8\
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    \8\ See Securities Exchange Act Release Nos. 89185 (June 29,
2020), 85 FR 40328 (July 6, 2020) (SR-NYSEArca-2019-95) (Notice of
Filing of Amendment No. 6 and Order Granting Accelerated Approval of
a Proposed Rule Change, as Modified by Amendment No. 6, to Adopt
NYSE Arca Rule 8.601-E to Permit the Listing and Trading of Active
Proxy Portfolio Shares and To List and Trade Shares of the Natixis
U.S. Equity Opportunities ETF Under Proposed NYSE Arca Rule 8.601-E)
(``Natixis Order''); 89192 (June 30, 2020), 85 FR 40699 (July 7,
2020) (SR-NYSEArca-2019-96) (Notice of Filing of Amendment No. 5 and
Order Granting Accelerated Approval of a Proposed Rule Change, as
Modified by Amendment No. 5, to List and Trade Two Series of Active
Proxy Portfolio Shares Issued by the American Century ETF Trust
under NYSE Arca Rule 8.601-E) (``American Century Order''); 89191
(June 30, 2020), 85 FR 40358 (July 6, 2020) (SR-NYSEArca-2019-92)
(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) (``T. Rowe Price Approval Order''); 89438 (July 31,
2020), 85 FR 47821 (August 6, 2020) (SR-NYSEArca-2020-51) (Order
Granting Approval of a Proposed Rule Change, as Modified by
Amendment No. 2, to List and Trade Shares of Natixis Vaughan Nelson
Select ETF and Natixis Vaughan Nelson MidCap ETF under NYSE Arca
Rule 8.601-E). See also, Securities Exchange Act Release No. 88887
(May 15, 2020), 85 FR 30990 (May 21, 2020) (SR-CboeBZX-2019-107)
(Notice of Filing of Amendment No. 5 and Order Granting Accelerated
Approval of a Proposed Rule Change, as Modified by Amendment No. 5,
to Adopt Rule 14.11(m), Tracking Fund Shares, and to List and Trade
Shares of the Fidelity Blue Chip Value ETF, Fidelity Blue Chip
Growth ETF, and Fidelity New Millennium ETF).
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    The Shares of the Fund will be issued by T. Rowe Price Exchange-
Traded Funds, Inc. (``Issuer''), a corporation organized under the laws
of the State of Maryland that is comprised of multiple separate series,
and registered with the Commission as an open-end management investment
company.\9\ The investment adviser for the Fund will be T. Rowe Price
Associates, Inc. (``Adviser''). State Street Bank and Trust Co. will
serve as the Fund's 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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    \9\ The Issuer is registered under the 1940 Act. On February 8,
2021, the Issuer filed a registration statement on Form N-1A under
the Securities Act of 1933 (15 U.S.C. 77a) and under the 1940 Act
relating to the Fund (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 Fund
will comply with the conditions set forth in the Application and the
Exemptive Order. The description of the operation of the Fund herein
is based, in part, on the Registration Statement and the
Application. The Exchange will not commence trading in Shares of the
Fund until the Registration Statement is effective.
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    Commentary .04 to NYSE Arca 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. 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. Commentary .04 is similar to Commentary .03(a)(i) and
(iii) to NYSE Arca Rule 5.2-E(j)(3); however, 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.\10\ Commentary .04 is also similar to
Commentary .06 to Rule 8.600-E related to Managed Fund Shares, except
that 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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    \10\ 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, 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. 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.
    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 the 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 the 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 the Fund's Actual
Portfolio and/or Proxy Portfolio or changes thereto. Any person related
to the Adviser or the Fund who makes decisions pertaining to the Fund's
Actual Portfolio or Proxy Portfolio or has access to non-public
information regarding the 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 the Fund's Actual Portfolio and/or the Proxy
Portfolio or changes thereto.
    In addition, any person or entity, including any service provider
for the Fund, who has access to non-public information regarding the
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 the 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 the Fund's Actual Portfolio and/or Proxy
Portfolio.
Description of the Fund
    According to the Application, for the Fund, the Adviser will
identify its Proxy Portfolio, which could be based on a broad-based
securities index (e.g., the S&P 500) or the Fund's recently disclosed
portfolio holdings. Although the Adviser may change the 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 the Fund's portfolio holdings). The Adviser will
publish a new Proxy Portfolio for the Fund only before the commencement
of trading of the Fund's Shares on each ``Business Day,'' \11\ and the
Adviser will not make intra-day changes to the Proxy Portfolio except
to correct errors in the published Proxy Portfolio.
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    \11\ ``Business Day'' is defined to mean any day that the
Exchange is open, including any day when the Fund satisfies
redemption requests as required by section 22(e) of the 1940 Act.
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    The Fund will disclose the ``Daily Deviation'' \12\ between the
Proxy Portfolio and the Actual Portfolio daily, as well as ``Empirical
Percentiles,'' \13\ which are quantitative summaries of the Daily
Deviation data for the last year. The Fund will also disclose its
``Tracking Error.'' \14\ The Fund's Proxy Portfolio will be determined
such that at least 80% of its total assets will overlap with the
portfolio weightings of the Actual Portfolio.
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    \12\ According to the Registration Statement, the Daily
Deviation shows the difference in performance between the NAV of the
Fund and the NAV of the Proxy Portfolio.
    \13\ According to the Registration Statement, the Empirical
Percentiles shows frequency and magnitude of performance differences
between the Fund and the Proxy Portfolio over time.
    \14\ 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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    In addition, on each Business Day, before commencement of trading
of Shares, the ``Portfolio Overlap'' will be published on the Fund's
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 the Actual Portfolio that formed the basis for the
Fund's calculation of NAV at the end of the prior Business Day.\15\
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    \15\ According to the Registration Statement, ``Portfolio
Overlap'' indicates how much of the Fund's portfolio securities
overlap with the Fund's Proxy Portfolio as of the end of the prior
Business Day.
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    The Proxy Portfolio will not include any asset that is ineligible
to be in the Actual Portfolio of the Fund.
T. Rowe Price U.S. Equity Research 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.\16\ 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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    \16\ According to the Application and Exemptive Order, the 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 the 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 Fund 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 Fund's investment objective will be to provide long-term
capital growth.
    The Fund will attempt to create a portfolio with similar
characteristics to a broad-based securities index (e.g., the S&P 500)
with the potential to provide excess returns relative to such index.
The Fund will use a disciplined portfolio construction process whereby
it weights each sector and industry approximately the same as the
applicable index. Within each sector and industry, the weighting of
individual fund holdings can vary significantly from their weighting
within the applicable index. The Fund will attempt to outperform such
index by overweighting those stocks that are viewed favorably relative
to their weighting in such index, and underweighting or avoiding those
stocks that are viewed negatively.
Investment Restrictions
    The Shares of the Fund will conform to the initial and continued
listing criteria under Rule 8.601-E. The 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.\17\
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    \17\ See note 9, supra.
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    The 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, the Fund's investments will not be used to seek
performance that is the multiple or inverse multiple (e.g., 2X or -3X)
of the 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 the 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 the 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 the 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 the Fund (collectively,
the ``Creation Basket'') will be the same as the Fund's designated
Proxy Portfolio, except to the extent that the 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'').
    The 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 the Fund, including the
process for any revisions to or deviations from, those parameters.
    The Fund normally will issue and redeem Creation Units in-kind, but
may require purchases and redemptions to be made entirely or in part on
a cash basis. In such an instance, the 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. The 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.\18\
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    \18\ The Adviser represents that, to the extent that the 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.
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    Each Business Day, before the open of trading on the Exchange, the
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 the 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 the 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 the 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, the
Fund may require orders for Creation Units to be placed earlier in the
Business Day.
Availability of Information
    The Fund's website (www.troweprice.com), which will be publicly
available prior to the public offering of Shares, will include a form
of the prospectus for the Fund that may be downloaded. The Fund's
website will include on a daily basis, per Share for the Fund, the
prior Business Day's NAV and the ``Closing Price'' or ``Bid/Ask
Price,'' \19\ and a calculation of the premium/discount of the Closing
Price or Bid/Ask Price against such NAV. \20\ The Adviser has
represented that the Fund's 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 the 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 Fund's website also will disclose the information required
under Rule 8.601-E(c)(3).\21\
---------------------------------------------------------------------------

    \19\ The records relating to Bid/Ask Prices will be retained by
the Fund or its 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.
    \20\ 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.
    \21\ See note 4, supra. 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 Fund's 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
the 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 Fund's Commission filings will be provided
on the Fund's website on a current basis.\22\ Thus, the 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.
---------------------------------------------------------------------------

    \22\ See note 7, supra.
---------------------------------------------------------------------------

    Investors can also obtain the Fund's prospectus, SAI, shareholder
reports, Form N-CSR, Form N-PORT and Form N-CEN. Investors may access
complete portfolio schedules for the Fund on Form N-CSR and Form N-
PORT. The prospectus, SAI and shareholder reports

will be available free upon request from the 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 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.
    Quotation and last sale information for the Shares and U.S.
exchange-traded instruments (excluding futures contracts) will be
available via the Consolidated Tape Association (``CTA'') high-speed
line, from the exchanges on which such securities trade, or through
major market data vendors or subscription services. Intraday price
information for all exchange-traded instruments, which include all
eligible instruments except cash and cash equivalents, will be
available from the exchanges on which they trade, or through major
market data vendors or subscription services. Intraday price
information for cash equivalents is available through major market data
vendors, 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 the Fund.\23\ Trading in Shares of the 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 the Fund will be halted.
---------------------------------------------------------------------------

    \23\ See NYSE Arca Rule 7.12-E.
---------------------------------------------------------------------------

    Specifically, 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 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 the Fund will be outstanding at the
commencement of trading on the Exchange. In addition, pursuant to 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 the Fund will be made available
to all market participants at the same time.
    With respect to the Fund, 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.\24\ 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.
---------------------------------------------------------------------------

    \24\ 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 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.\25\
---------------------------------------------------------------------------

    \25\ 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 Fund, 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.
    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 the
Fund's compliance with the requirements of 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 Shares, upon initial
listing and periodically thereafter, a representation that it is in
compliance with Rule 8.601-E. The Exchange notes that Commentary .01 to
Rule 8.601-E requires the Issuer of 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 the Issuer to represent
that it 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 Rule 8.601-E.
    With respect to the Fund, 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 Issuer, prior to commencement of trading in the
Shares of the Fund, that it will advise the Exchange of any failure by
the 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 the 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,\26\ in general, and furthers the
objectives of Section 6(b)(5) of the Act,\27\ 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.\28\
---------------------------------------------------------------------------

    \26\ 15 U.S.C. 78f(b).
    \27\ 15 U.S.C. 78f(b)(5).
    \28\ The Exchange represents that, for initial and continued
listing, the Fund 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
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. One-
hundred percent of the value of the 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.
    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\ 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 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 9, 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 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, the Fund's investments will not be used to seek
performance that is the multiple or inverse multiple (e.g., 2X or
[caret]3X) of the Fund's primary broad-based securities benchmark index
(as defined in Form N-1A).
    With respect to the Fund, 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 the 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 the Fund's SAI, shareholder reports, and its Form N-CSR,
Form N-PORT and Form N-CEN. The Fund's SAI and shareholder reports will
be available free upon request from the 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.
    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 Fund, the Adviser will make available daily
to FINRA and the Exchange the portfolio holdings of the 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 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 the Shares, upon initial
listing and periodically thereafter, a representation that it is in
compliance with Rule 8.601-E. The Exchange notes that Commentary .01 to
Rule 8.601-E requires the Issuer of 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 the Issuer to represent
that it 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 Rule 8.601-E.
    In addition, with respect to the Fund, a large amount of
information will be publicly available regarding the Fund and the
Shares, thereby promoting market transparency.
    Quotation and last sale information for the Shares and U.S.
exchange-traded instruments (excluding futures contracts) will be
available via the CTA high-speed line, from the exchanges on which such
securities trade, or through major market data vendors or subscription
services. Intraday price information for all exchange-traded
instruments, which include all eligible instruments except cash and
cash equivalents, will be available from the exchanges on which they
trade, or through major market data vendors or subscription services.
Intraday price information for cash equivalents is available through
major market data vendors, subscription services and/or pricing
services.
    The website for the Fund will include a form of the prospectus for
the Fund that may be downloaded, and additional data relating to NAV
and other applicable quantitative information, updated on a daily
basis. Trading in Shares of the 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 NYSE Arca Rule 8.601-E(d)(2)(D), which sets forth
circumstances under which Shares of the Fund 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
Fund's website before the commencement of trading in Shares on each
Business Day. The Shares will conform to the initial and continued
listing criteria under Rule 8.601-E.
    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 9, supra.
---------------------------------------------------------------------------

    The components of the 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 Issuer, prior to commencement of trading in the
Shares of the Fund, that it will advise the Exchange of any failure by
the 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 the 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 Fund, the Exchange has in place
surveillance procedures relating to trading in the Fund's 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 Fund, 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

    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 and would introduce additional
competition among various ETF products to the benefit of investors.

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. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action

    The Exchange has filed the proposed rule change pursuant to Section
19(b)(3)(A)(iii) of the Act \31\ and Rule 19b-4(f)(6) thereunder.\32\
Because the proposed rule change does not: (i) Significantly affect the
protection of investors or the public interest; (ii) impose any
significant burden on competition; and (iii) become operative for 30
days from the date on which it was filed, or such shorter time as the
Commission may designate, if consistent with the protection of
investors and the public interest, the proposed rule change has become
effective pursuant to Section 19(b)(3)(A) of the Act and Rule 19b-
4(f)(6) thereunder.\33\
---------------------------------------------------------------------------

    \31\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \32\ 17 CFR 240.19b-4(f)(6).
    \33\ In addition, Rule 19b-4(f)(6)(iii) requires a self-
regulatory organization to give the Commission written notice of its
intent to file the proposed rule change, along with a brief
description and text of the proposed rule change, at least five
business days prior to the date of filing of the proposed rule
change, or such shorter time as designated by the Commission. The
Exchange has complied with this requirement.

---------------------------------------------------------------------------

    A proposed rule change filed under Rule 19b-4(f)(6) \34\ normally
does not become operative for 30 days after the date of the filing.
However, pursuant to Rule 19b-4(f)(6)(iii),\35\ the Commission may
designate a shorter time if such action is consistent with the
protection of investors and the public interest. The Exchange has asked
the Commission to waive the 30-day operative delay so that the proposal
may become operative immediately upon filing. The proposed rule change
is substantially similar to other Active Proxy Portfolio Shares that
the Commission previously approved under NYSE Arca Rule 8.601-E \36\
and does not raise any novel regulatory issues. Accordingly, the
Commission waives the operative delay and designates the proposed rule
change operative upon filing.\37\
---------------------------------------------------------------------------

    \34\ 17 CFR 240.19b-4(f)(6).
    \35\ 17 CFR 240.19b-4(f)(6)(iii).
    \36\ See note 8, supra.
    \37\ For purposes only of waiving the 30-day operative delay,
the Commission also has considered the proposed rule's impact on
efficiency, competition, and capital formation. See 15 U.S.C.
78c(f).
---------------------------------------------------------------------------

    At any time within 60 days of the filing of such proposed rule
change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act. If the Commission
takes such action, the Commission shall institute proceedings under
Section 19(b)(2)(B) \38\ of the Act to determine whether the proposed
rule change should be approved or disapproved.
---------------------------------------------------------------------------

    \38\ 15 U.S.C. 78s(b)(2)(B).
---------------------------------------------------------------------------

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the 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-2021-17 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-2021-17.
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-2021-17 and should
be submitted on or before April 9, 2021.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\39\
---------------------------------------------------------------------------

    \39\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-05673 Filed 3-18-21; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 79, Number 65 (Friday, April 4, 2014)]
[Notices]
[Page 18947]
[FR Doc No: 2014-07510]

=======================================================================
-----------------------------------------------------------------------

DEPARTMENT OF TRANSPORTATION

Federal Aviation Administration

[Summary Notice No. PE-2014-23 ]

Petition for Exemption; Summary of Petition Received

AGENCY: Federal Aviation Administration (FAA), DOT.

ACTION: Notice of petition for exemption received.

-----------------------------------------------------------------------

SUMMARY: This notice contains a summary of a petition seeking relief
from specified requirements of Title 14, Code of Federal Regulations
(14 CFR). The purpose of this notice is to improve the public's
awareness of, and participation in, this aspect of the FAA's regulatory
activities. Neither publication of this notice nor the inclusion or
omission of information in the summary is intended to affect the legal
status of the petition or its final disposition.

DATES: Comments on this petition must identify the petition docket
number involved and must be received on or before April 24, 2014.

ADDRESSES: You may send comments identified by docket number FAA-2014-
0091 using any of the following methods:
     Government-wide rulemaking Web site: Go to http://www.regulations.gov and follow the instructions for sending your
comments digitally.
     Mail: Send comments to the Docket Management Facility;
U.S. Department of Transportation, 1200 New Jersey Avenue SE., West
Building Ground Floor, Room W12-140, Washington, DC 20590.
     Fax: Fax comments to the Docket Management Facility at
202-493-2251.
     Hand Delivery: Bring comments to the Docket Management
Facility in Room W12-140 of the West Building Ground Floor at 1200 New
Jersey Avenue SE., Washington, DC, between 9 a.m. and 5 p.m., Monday
through Friday, except Federal holidays.
    Privacy: We will post all comments we receive, without change, to
http://www.regulations.gov, including any personal information you
provide. Using the search function of our docket Web site, anyone can
find and read the comments received into any of our dockets, including
the name of the individual sending the comment (or signing the comment
for an association, business, labor union, etc.). You may review the
DOT's complete Privacy Act Statement in the Federal Register published
on April 11, 2000 (65 FR 19477-78).
    Docket: To read background documents or comments received, go to
http://www.regulations.gov at any time or to the Docket Management
Facility in Room W12-140 of the West Building Ground Floor at 1200 New
Jersey Avenue SE., Washington, DC, between 9 a.m. and 5 p.m., Monday
through Friday, except Federal holidays.

FOR FURTHER INFORMATION CONTACT: Mark Forseth, ANM-113, Federal
Aviation Administration, 1601 Lind Avenue SW., Renton, WA 98057-3356,
email<EMAIL_ADDRESS>phone<PHONE_NUMBER>; or Sandra K. Long,
ARM-201, Office of Rulemaking, Federal Aviation Administration, 800
Independence Avenue SW., Washington, DC 20591, email
<EMAIL_ADDRESS>phone<PHONE_NUMBER>.
    This notice is published pursuant to 14 CFR 11.85.

Lirio Liu,
Director, Office of Rulemaking.

Petition for Exemption

    Docket No.: FAA-2014-0091
    Petitioner: The Boeing Company
    Section of 14 CFR Affected: Sec. Sec.  25.777(a), 25.1301(a)(b)(d),
and 25.1309(a)(c)
    Description of Relief Sought: Petitioner seeks relief from the
requirements for cockpit controls; equipment function and installation;
and equipment, systems, and installations on Boeing Model 767-2C
airplanes.

[FR Doc. 2014-07510 Filed 4-3-14; 8:45 am]
BILLING CODE 4910-13-P


[Federal Register Volume 79, Number 82 (Tuesday, April 29, 2014)]
[Proposed Rules]
[Page 23927]
[FR Doc No: 2014-09743]

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DEPARTMENT OF HOMELAND SECURITY

Federal Emergency Management Agency

44 CFR Part 67

[Docket ID FEMA-2014-0002; Internal Agency Docket No. FEMA-B-1323]

Proposed Flood Hazard Determinations for Prince George's County,
Maryland, and Incorporated Areas

AGENCY: Federal Emergency Management Agency, DHS.

ACTION: Proposed Notice; withdrawal.

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SUMMARY: The Federal Emergency Management Agency (FEMA) is withdrawing
its proposed notice concerning proposed flood hazard determinations,
which may include the addition or modification of any Base Flood
Elevation, base flood depth, Special Flood Hazard Area boundary or zone
designation, or regulatory floodway on the Flood Insurance Rate Maps,
and where applicable, in the supporting Flood Insurance Study reports
for Prince George's County, Maryland, and Incorporated Areas.

DATES: This withdrawal is effective April 29, 2014.

ADDRESSES: You may submit comments, identified by Docket No. FEMA-B-
1323, to Luis Rodriguez, Chief, Engineering Management Branch, Federal
Insurance and Mitigation Administration, Federal Emergency Management
Agency, 500 C Street SW., Washington, DC 20472,<PHONE_NUMBER>, or
(email<EMAIL_ADDRESS>
FOR FURTHER INFORMATION CONTACT: Luis Rodriguez, Chief, Engineering
Management Branch, Federal Insurance and Mitigation Administration,
Federal Emergency Management Agency, 500 C Street SW., Washington, DC
20472,<PHONE_NUMBER>, or (email<EMAIL_ADDRESS>
SUPPLEMENTARY INFORMATION: On June 17, 2013, FEMA published a proposed
notice at 78 FR 36213, proposing flood hazard determinations in Prince
George's County, Maryland. FEMA is withdrawing the proposed notice.

    Authority: 42 U.S.C. 4104; 44 CFR 67.4.

    Dated: April 14, 2014.
Roy E. Wright,
Deputy Associate Administrator for Mitigation, Department of Homeland
Security, Federal Emergency Management Agency.
[FR Doc. 2014-09743 Filed 4-28-14; 8:45 am]
BILLING CODE 9110-12-P


[Federal Register Volume 82, Number 9 (Friday, January 13, 2017)]
[Notices]
[Pages 4335-4336]
[FR Doc No: 2017-00745]

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ENVIRONMENTAL PROTECTION AGENCY

[FRL-9958-04-ORD]

Environmental Laboratory Advisory Board (ELAB) Meeting Dates and
Agenda

AGENCY: Environmental Protection Agency (EPA).

ACTION: Notice of teleconferences and face-to-face meetings.

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    The Environmental Protection Agency's Environmental Laboratory
Advisory Board (ELAB), as previously announced, holds teleconference
meetings the third Wednesday of each month at 1:00 p.m. ET and two
face-to-face meetings each calendar year. For 2017, teleconference only
meetings will be February 15, March 15, April 19, May 17, June 21, July
19, September 20, October 18, November 15, and December 20, to discuss
the ideas and

views presented at the previous ELAB meetings, as well as new business.
Items to be discussed by ELAB during the monthly meetings include: (1)
Issues in continuing the expansion of national environmental
accreditation; (2) ELAB support to the Agency on issues relating to
measurement and monitoring for all programs; and (3) follow-up on some
of ELAB's past recommendations and issues. In addition to the
teleconferences, ELAB will hold two face-to-face meetings with
teleconference line also available on January 23, 2017 at the Hyatt
Regency Houston Galleria in Houston, TX at 1:00 p.m. (CT) and on August
7, 2017 at the Hyatt Regency in Washington, DC at 1:00 p.m. (ET).
Written comments on laboratory accreditation issues and/or
environmental monitoring or measurement issues are encouraged and
should be sent to Ms. Lara P. Phelps, Designated Federal Official, U.S.
EPA (E243-05), 109 T.W. Alexander Drive, Research Triangle Park, NC
27709 or emailed to<EMAIL_ADDRESS>Members of the public are
invited to listen to the teleconference calls, and time permitting,
will be allowed to comment on issues discussed during this and previous
ELAB meetings. Those persons interested in participating should call
Lara P. Phelps at<PHONE_NUMBER> to obtain teleconference information.
For information on access or services for individuals with
disabilities, please contact Lara P. Phelps at the number above.
Requests for accommodation of a disability should be made at least 10
days prior to the meeting, to give EPA as much time as possible to
process your request.

Thomas A. Burke,
EPA Science Advisor.
[FR Doc. 2017-00745 Filed 1-12-17; 8:45 am]
 BILLING CODE 6560-50-P


[Federal Register Volume 76, Number 43 (Friday, March 4, 2011)]
[Notices]
[Pages 12102-12103]
[FR Doc No: 2011-4962]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Project No. 13994-000]

Public Utility No. 1 of Snohomish County, WA; Notice of
Preliminary Permit Application Accepted for Filing and Soliciting
Comments, Motions To Intervene, and Competing Applications

    On January 4, 2011, the Public Utility No. 1 of Snohomish County,
Washington filed an application for a preliminary permit, pursuant to
section 4(f) of the Federal Power Act (FPA), proposing to study the
feasibility of the Hancock Creek Hydroelectric Project (project) to be
located on Hancock Creek, near North Bend in King County, Washington.
The sole purpose of a preliminary permit, if issued, is to grant the
permit holder priority to file a license application during the permit
term. A preliminary permit does not authorize the permit holder to
perform any land-disturbing activities or otherwise enter upon lands or
waters owned by others without the owners' express permission.
    The proposed project would consist of the following: (1) A 7-foot-
high, 62-foot-long diversion weir and intake structure; (2) an
impoundment having a total storage capacity of one acre-foot at a
normal maximum operating elevation of 2,171 feet mean sea level; (3) a
7,800-foot-long, 38-inch-diameter buried penstock; (4) a 2,600-square-
foot powerhouse containing a single turbine/generator unit with an
installed capacity of 6.0 megawatts; (5) a 125-foot-long, 10-foot-wide
rip-rap open channel tailrace; (6) a switchyard containing a 4.16/34.5
three-phase step-up transformer; (7) a 2,000-foot-long, 34.5 kilovolt
three-phase buried transmission line; and (8) appurtenant facilities.
The estimated annual generation of the project would be 21,857.7
megawatt-hours.
    Applicant Contact: Mr. Kim D. Moore, Assistant General Manager of
Generation Resources; Public Utility No. 1 of Snohomish County; 2320
California Street; Everett, WA 98201; phone:<PHONE_NUMBER>.
    FERC Contact: Kelly Wolcott; phone:<PHONE_NUMBER>.
    Deadline for filing comments, motions to intervene, competing
applications (without notices of intent), or notices of

intent to file competing applications: 60 days from the issuance of
this notice. Competing applications and notices of intent must meet the
requirements of 18 CFR 4.36. Comments, motions to intervene, notices of
intent, and competing applications may be filed electronically via the
Internet. See 18 CFR 385.2001(a)(1)(iii) and the instructions on the
Commission's Web site http://www.ferc.gov/docs-filing/efiling.asp.
Commenters can submit brief comments up to 6,000 characters, without
prior registration, using the eComment system at http://www.ferc.gov/docs-filing/ecomment.asp. You must include your name and contact
information at the end of your comments. For assistance, please contact
FERC Online Support at<EMAIL_ADDRESS>or toll free at 1-
866-208-3676, or for TTY,<PHONE_NUMBER>. Although the Commission
strongly encourages electronic filing, documents may also be paper-
filed. To paper-file, mail an original and seven copies to: Kimberly D.
Bose, Secretary, Federal Energy Regulatory Commission, 888 First
Street, NE., Washington, DC 20426.
    More information about this project, including a copy of the
application, can be viewed or printed on the ``eLibrary'' link of the
Commission's Web site at  http://www.ferc.gov/docs-filing/elibrary.asp.
Enter the docket number (P-13994-000) in the docket number field to
access the document. For assistance, contact FERC Online Support.

    Dated: February 25, 2011.
Kimberly D. Bose,
Secretary.
[FR Doc. 2011-4962 Filed 3-3-11; 8:45 am]
BILLING CODE 6717-01-P


[Federal Register Volume 81, Number 174 (Thursday, September 8, 2016)]
[Notices]
[Pages 62161-62162]
[FR Doc No: 2016-21546]

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DEPARTMENT OF HOMELAND SECURITY

Coast Guard

[Docket No. USCG-2016-0258]

Collection of Information Under Review by Office of Management
and Budget; OMB Control Number: 1625-0049

AGENCY: Coast Guard, DHS.

ACTION: Thirty-day notice requesting comments.

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SUMMARY: In compliance with the Paperwork Reduction Act of 1995 the
U.S. Coast Guard is forwarding an Information Collection Request (ICR),
abstracted below, to the Office of Management and Budget (OMB), Office
of Information and Regulatory Affairs (OIRA), requesting an extension
of its approval for the following collection of information: 1625-0049,
Waterfront Facilities Handling Liquefied Natural Gas (LNG) and
Liquefied Hazardous Gas (LHG). Our ICR describes the information we
seek to collect from the public. Review and comments by OIRA ensure we
only impose paperwork burdens commensurate with our performance of
duties.

DATES: Comments must reach the Coast Guard and OIRA on or before
October 11, 2016.

ADDRESSES: You may submit comments identified by Coast Guard docket
number [USCG-2016-0258] to the Coast Guard using the Federal
eRulemaking Portal at http://www.regulations.gov. Alternatively, you
may submit comments to OIRA using one of the following means:
    (1) Email<EMAIL_ADDRESS>    (2) Mail: OIRA, 725 17th Street NW., Washington, DC 20503,
attention Desk Officer for the Coast Guard.
    (3) Fax:<PHONE_NUMBER>. To ensure your comments are received in a
timely manner, mark the fax, attention Desk Officer for the Coast
Guard.
    A copy of the ICR is available through the docket on the Internet
at http://www.regulations.gov. Additionally, copies are available from:
COMMANDANT (CG-612), ATTN: PAPERWORK REDUCTION ACT MANAGER, U.S. COAST
GUARD, 2703 MARTIN LUTHER KING JR AVE. SE., STOP 7710, WASHINGTON, DC
20593-7710.

FOR FURTHER INFORMATION CONTACT: Mr. Anthony Smith, Office of
Information Management, telephone<PHONE_NUMBER>, or fax<PHONE_NUMBER>,
for questions on these documents.

SUPPLEMENTARY INFORMATION:

Public Participation and Request for Comments

    This Notice relies on the authority of the Paperwork Reduction Act
of 1995; 44 U.S.C. chapter 35, as amended. An ICR is an application to
OIRA seeking the approval, extension, or renewal of a Coast Guard
collection of information (Collection). The ICR contains information
describing the Collection's purpose, the Collection's likely burden on
the affected public, an explanation of the necessity of the Collection,
and other important information describing the Collection. There is one
ICR for each Collection.
    The Coast Guard invites comments on whether this ICR should be
granted based on the Collection being necessary for the proper
performance of Departmental functions. In particular, the Coast Guard
would appreciate comments addressing: (1) The practical utility of the
Collection; (2) the accuracy of the estimated burden of the Collection;
(3) ways to enhance the quality, utility, and clarity of information
subject to the Collection; and (4) ways to minimize the burden of the
Collection on respondents, including the use of automated collection
techniques or other forms of information technology. These comments
will help OIRA determine whether to approve the ICR referred to in this
Notice.
    We encourage you to respond to this request by submitting comments
and related materials. Comments to Coast Guard or OIRA must contain the
OMB Control Number of the ICR. They must also contain the docket number
of this request, [USCG-2016-0258], and must be received by October 11,
2016.

Submitting Comments

    We encourage you to submit comments through the Federal eRulemaking
Portal at http://www.regulations.gov. If your material cannot be
submitted using http://www.regulations.gov, contact the person in the
FOR FURTHER INFORMATION CONTACT section of this document for alternate
instructions. Documents mentioned in this notice, and all public
comments, are in our online docket at http://www.regulations.gov and
can be viewed by following that Web site's instructions. Additionally,
if you go to the online docket and sign up for email alerts, you will
be notified when comments are posted.
    We accept anonymous comments. All comments received will be posted
without change to http://www.regulations.gov and will include any
personal information you have provided. For more about privacy and the
docket, you may review a Privacy Act notice regarding the Federal
Docket Management System in the March 24, 2005, issue of the Federal
Register (70 FR 15086).
    OIRA posts its decisions on ICRs online at http://www.reginfo.gov/public/do/PRAMain after the comment period for each ICR. An OMB Notice
of Action on each ICR will become available via

a hyperlink in the OMB Control Number: 1625-0049.

Previous Request for Comments

    This request provides a 30-day comment period required by OIRA. The
Coast Guard published the 60-day notice (81 FR 28088, May 9, 2016)
required by 44 U.S.C. 3506(c)(2). We received three comments from two
commenters to the 60-day notice.
     The first comment was not related to the periodic renewal
of this information collection. The comment was about the need to
correct outdated organizational addresses and standards of certain
materials incorporated by reference in the title 33 CFR part 127
Waterfront Facilities Handling LNG and LHG. The Coast Guard will
consider this comment in an ongoing rulemaking that will revise these
facility standards.
     The second comment recommended revising the hour burden
per response for certain reporting and recordkeeping activities. We
agree in part and have changed as recommended the estimated burden for
Operational and Emergency Manual development, and person in charge
certification. However, we have kept unchanged our estimated burden for
amendments to Operational and Emergency Manuals and declarations of
inspection, as the current estimates are more representative of the
time required for most activities of this nature.
     The third comment recommended allowing LNG-LHG-related
submissions via https://HOMEPORT.uscg.mil to reduce administrative
burden. We will consider incorporating this option in the future.

Information Collection Request

    Title: Waterfront Facilities Handling Liquefied Natural Gas (LNG)
and Liquefied Hazardous Gas (LHG).
    OMB Control Number: 1625-0049.
    Summary: Liquefied Natural Gas (LNG) and other Liquefied Hazardous
Gases (LHG) present a risk to the public when handled at waterfront
facilities. These rules should either prevent accidental releases at
waterfront facilities or mitigate their results. They are necessary to
promote and verify compliance with safety standards.
    Need: Title 33 CFR part 127 prescribes safety standards for the
design, construction, equipment, operations, maintenance, personnel
training, and fire protection at waterfront facilities handling LNG or
LHG.
    Forms: N/A.
    Respondents: Owners and operators of waterfront facilities that
transfer LNG or LHG.
    Frequency: On occasion.
    Hour Burden Estimate: The estimated burden has increased from 6,425
hours to 9,734 hours a year due to several factors. First, the increase
is due to public comment that recommended increasing certain hour
burden estimates per response. Second, the increase is due to a
reevaluation by the Coast Guard that resulted in an increase in the
estimated annual number of LHG facility waterway suitability
assessments.

    Authority: The Paperwork Reduction Act of 1995; 44 U.S.C.
chapter 35, as amended.

Marilyn Scott-Perez,
U.S. Coast Guard, Acting Deputy Chief Information Officer.
[FR Doc. 2016-21546 Filed 9-7-16; 8:45 am]
 BILLING CODE 9110-04-P