40102 Federal Register / Vol. 86, No. 140 / Monday, July 26, 2021 / Notices 

1 15 U.S.C. 78s(b)(1). 

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4See 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 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.’’ 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.’’ 

5On June 30, 2020, the Commission approved the 

proposed rule change relating to the listing and 

trading of shares of T. Rowe Price Blue Chip 

Growth ETF, T. Rowe Price Dividend Growth ETF, 

T. Rowe Price Growth Stock ETF, T. Rowe Price 

Equity Income ETF. See Securities Exchange Act 

Release No. 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) (‘‘Approval 

Order’’)). The Commission published the notice of 

filing and immediate effectiveness relating to the 

rule change to list and trade shares of the T. Rowe 

Price U.S. Equity Research ETF on March 15, 2021. 

See Securities Exchange Act Release No. 91322 

(March 15, 2021), 86 FR 14980 (March 19, 2021) 

(SR–NYSEArca–2021–17) (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 (‘‘Notice’’)). 

6See File No. 812–14214, dated October 16, 2019. 

7See Investment Company Act Release No. 

33713, December 10, 2019. 

8See Approval Order, 85 FR at 40360, n. 18; 

Notice, 86 FR at 14981, n.9. 

9As set forth in the Notice, Shares of the Funds 

are purchased and redeemed in specified minimum 

size ‘‘Creation Units’’ and generally on an in-kind 

basis. Except where the purchase or redemption 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–92449; File No. SR– 

NYSEArca–2021–61] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To Reflect an 

Amendment to the Application and 

Exemptive Order Governing Shares of 

Active Proxy Portfolio Shares Issued 

by T. Rowe Price Exchange-Traded 

Funds, Inc. Which Are Listed and 

Traded on the Exchange 

July 20, 2021. 

Pursuant to Section 19(b)(1) 1 of the 

Securities Exchange Act of 1934 

(‘‘Act’’) 2 and Rule 19b–4 thereunder,3

notice is hereby given that, on July 7, 

2021, NYSE Arca, Inc. (‘‘NYSE Arca’’ or 

the ‘‘Exchange’’) filed with the 

Securities and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change as described in Items I and II 

below, which Items have been prepared 

by the Exchange. The Commission is 

publishing this notice to solicit 

comments on the proposed rule change 

from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to reflect an 

amendment to the Application and 

Exemptive Order governing the 

following funds, shares of which are 

listed and traded on the Exchange under 

NYSE Arca Rule 8.601–E: T. Rowe Price 

Blue Chip Growth ETF, T. Rowe Price 

Dividend Growth ETF, T. Rowe Price 

Growth Stock ETF, T. Rowe Price Equity 

Income ETF, and 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 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. Pursuant to this provision, 

the Exchange submitted proposals to list 

and trade shares (‘‘Shares’’) of Active 

Proxy Portfolio Shares of the following 

Funds listed and traded on the 

Exchange under NYSE Arca Rule 8.601– 

E: T. Rowe Price Blue Chip Growth ETF, 

T. Rowe Price Dividend Growth ETF, T. 

Rowe Price Growth Stock ETF, T. Rowe 

Price Equity Income ETF, and, 

separately, T. Rowe Price U.S. Equity 

Research ETF 5 (each, a ‘‘Fund’’ and, 

together, the ‘‘Funds’’). The Exchange 

proposes to reflect an amendment to the 

Prior Exemptive Order (as defined 

below) governing the listing and trading 

of these Funds filed by, among others, 

T. Rowe Price Exchange-Traded Funds, 

Inc. (the ‘‘Issuer’’), as follows. 

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 (the ‘‘Prior 

Application’’).6 On December 10, 2019, 

the Commission issued an order (the 

‘‘Prior Exemptive Order’’) under the 

1940 Act granting the exemptions 

requested in the Application.7

Under the Prior Exemptive Order, the 

Funds are required to publish a basket 

of securities and cash that, while 

different from the Fund’s portfolio, is 

designed to closely track its daily 

performance (‘‘Proxy Portfolio’’). The 

Prior Application stated that each 

Fund’s Proxy Portfolio will be 

determined such that at least 80% of its 

total assets will overlap with the 

portfolio weightings of the Fund (the 

‘‘Portfolio Overlap’’). As set forth in the 

Approval Order and in the Notice, 

investments made by the T. Rowe Price 

Blue Chip Growth ETF, T. Rowe Price 

Dividend Growth ETF, T. Rowe Price 

Growth Stock ETF, T. Rowe Price Equity 

Income ETF, and T. Rowe Price U.S. 

Equity Research ETF will comply with 

the conditions set forth in the Prior 

Application and the Prior Exemptive 

Order.8

On February 4, 2021, as amended on 

March 30, 2021, the Issuer sought to 

amend the Prior Exemptive Order to 

permit use of creation baskets 9 that 


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Federal Register / Vol. 86, No. 140 / Monday, July 26, 2021 / Notices 40103 

includes cash under the circumstances specified in 

the Notice, purchasers must purchase Creation 

Units by making an in-kind deposit of specified 

instruments (‘‘Deposit Instruments’’), and 

shareholders redeeming Shares will receive an inkind 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 are known collectively as 

a ‘‘Creation Basket’’ and are 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. See Notice, 86 FR at 14980. 

10See File No. 812–15197, dated March 30, 2021. 

11See Investment Company Act Release No. 

34272, May 18, 2021. Although the Updated 

Exemptive Order permits the use of Creation 

Baskets that include instruments that are not 

included, or are included with different weightings, 

in a Fund’s Proxy Portfolio, that aspect of the 

Updated Exemptive Order is not part of this 

proposed rule change. 

12 15 U.S.C. 78f(b). 

13 15 U.S.C. 78f(b)(5). 

14The 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. 

15 15 U.S.C. 78s(b)(3)(A). 16 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– 

4(f)(6) requires a self-regulatory organization to give 

the Commission written notice of its intent to file 

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 satisfied this 

requirement. 

17 17 CFR 240.19b–4(f)(6)(iii). 

18For purposes only of waiving the 30-day 

operative delay, the Commission has also 

considered the proposed rule’s impact on 

efficiency, competition, and capital formation. See 

15 U.S.C. 78c(f). 

include instruments that are not 

included, or are included with different 

weightings, in the Funds’ Proxy 

Portfolio (the ‘‘Updated Application’’).10

In addition, the Updated Application 

noted that the Portfolio Overlap may be 

less than 80%. 

On May 18, 2021, the Commission 

issued an amended order that, among 

other things, permits each Fund’s 

Portfolio Overlap to be less than 80% 

(the ‘‘Updated Exemptive Order’’).11

Accordingly, investments made by the 

T. Rowe Price Blue Chip Growth ETF, 

T. Rowe Price Dividend Growth ETF, T. 

Rowe Price Growth Stock ETF, T. Rowe 

Price Equity Income ETF, and T. Rowe 

Price U.S. Equity Research ETF will 

comply with this condition of the 

Updated Application and the Updated 

Exemptive Order. 

Except for the change noted above, all 

other representations made in the 

respective rule filings remain 

unchanged and will continue to 

constitute continuing listing 

requirements for the Funds. The Funds 

will also continue to comply with the 

requirements of Rule 8.601–E. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

Section 6(b) of the Act,12 in general, and 

furthers the objectives of Section 6(b)(5) 

of the Act,13 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.14

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. The 

proposed revision is intended to reflect 

the change in the Updated Application 

and the Updated Exemptive Order that 

permits each of the Funds’ Portfolio 

Overlap to be less than 80%. As noted, 

the Approval Order and the Notice 

reflected that the Funds’ Portfolio 

Overlap would be at least 80%. The 

proposed rule change would permit the 

Funds to operate consistent with this 

updated condition in the Updated 

Application and the Updated Exemptive 

Order. Except for the changes noted 

above, all other representations made in 

the respective rule filings remain 

unchanged and, as noted, will continue 

to constitute continuing listing 

requirements for the Funds. 

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 purpose of the Act. As noted, the 

purpose of the filing is to reflect an 

amendment to the Prior Exemptive 

Order governing the listing and trading 

of these Funds. To the extent that the 

proposed rule change would continue to 

permit listing and trading of another 

type of actively-managed ETF that has 

characteristics different from existing 

actively-managed and index ETFs, the 

Exchange believes that the proposal 

would benefit investors by continuing to 

promote competition among various 

ETF products. 

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 

Because the foregoing 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, it has 

become effective pursuant to Section 

19(b)(3)(A) of the Act 15 and Rule 19b– 

4(f)(6) thereunder.16

A proposed rule change filed 

pursuant to Rule 19b–4(f)(6) under the 

Act normally does not become operative 

for 30 days after the date of its filing. 

However, Rule 19b–4(f)(6)(iii) 17 permits 

the Commission to designate a shorter 

time if such action is consistent with the 

protection of investors and the public 

interest. The Exchange has requested 

that the Commission waive the 30-day 

operative delay so that the proposal may 

become operative immediately upon 

filing. The Exchange states that the 

Funds will continue to comply with the 

requirements of Rule 8.601–E and that 

waiver of the operative delay would 

allow the Funds to operate in a manner 

consistent with the Updated 

Application and Updated Exemptive 

Order. For these reasons, the 

Commission believes that waiver of the 

30-day operative delay is consistent 

with the protection of investors and the 

public interest. Accordingly, the 

Commission hereby waives the 30-day 

operative delay and designates the 

proposed rule change operative upon 

filing.18

At any time within 60 days of the 

filing of the 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. 

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 rule-comments@

sec.gov. Please include File Number SR– 

NYSEArca–2021–61 on the subject line. 


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40104 Federal Register / Vol. 86, No. 140 / Monday, July 26, 2021 / Notices 

19 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3Under the PCRP, MIAX Options credits each 

Member the per contract amount resulting from 

each Priority Customer order transmitted by that 

Member which is executed electronically on the 

Exchange in all multiply-listed option classes 

(excluding, in simple or complex as applicable, 

QCC and cQCC Orders, mini-options, Priority 

Customer-to-Priority Customer Orders, C2C and 

cC2C Orders, PRIME and cPRIME AOC Responses, 

PRIME and cPRIME Contra-side Orders, PRIME and 

cPRIME Orders for which both the Agency and 

Contra-side Order are Priority Customers, and 

executions related to contracts that are routed to 

one or more exchanges in connection with the 

Options Order Protection and Locked/Crossed 

Market Plan referenced in Exchange Rule 1400), 

provided the Member meets certain percentage 

thresholds in a month as described in the Priority 

Customer Rebate Program table. See Fee Schedule, 

Section (1)(a)iii. 

4 ‘‘cPRIME’’ is the process by which a Member 

may electronically submit a ‘‘cPRIME Order’’ (as 

defined in Rule 518(b)(7)) it represents as agent (a 

‘‘cPRIME Agency Order’’) against principal or 

solicited interest for execution (a ‘‘cPRIME 

Auction’’), subject to the restrictions set forth in 

Exchange Rule 515A, Interpretation and Policy .12. 

See Exchange Rule 515A. 

5A ‘‘complex order’’ is any order involving the 

concurrent purchase and/or sale of two or more 

different options in the same underlying security 

(the ‘‘legs’’ or ‘‘components’’ of the complex order), 

for the same account, in a ratio that is equal to or 

greater than one-to-three (.333) and less than or 

equal to three-to-one (3.00) and for the purposes of 

executing a particular investment strategy. A 

complex order can also be a ‘‘stock-option’’ order, 

which is an order to buy or sell a stated number 

of units of an underlying security coupled with the 

purchase or sale of options contract(s) on the 

opposite side of the market, subject to certain 

contingencies set forth in the proposed rules 

governing complex orders. For a complete 

definition of a ‘‘complex order,’’ see Exchange Rule 

518(a)(5). See also Securities Exchange Act Release 

No. 78620 (August 18, 2016), 81 FR 58770 (August 

25, 2016) (SR–MIAX–2016–26). 

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–2021–61. 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–2021–61 and 

should be submitted on or before 

August 16, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.19

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–15811 Filed 7–23–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–92448; File No. SR–MIAX– 

2021–34] 

Self-Regulatory Organizations; Miami 

International Securities Exchange LLC; 

Notice of Filing and Immediate 

Effectiveness of a Proposed Rule 

Change To Amend Its Fee Schedule for 

the Complex PRIME Agency Order 

Credit 

July 20, 2021. 

Pursuant to the provisions of Section 

19(b)(1) of the Securities Exchange Act 

of 1934 (‘‘Act’’) 1 and Rule 19b–4 

thereunder,2 notice is hereby given that 

on July 12, 2021, Miami International 

Securities Exchange LLC (‘‘MIAX’’ or 

‘‘Exchange’’) filed with the Securities 

and Exchange Commission 

(‘‘Commission’’) a proposed rule change 

as described in Items I, II, and III below, 

which Items have been prepared by the 

Exchange. The Commission is 

publishing this notice to solicit 

comments on the proposed rule change 

from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange is filing a proposal to 

amend the MIAX Options Fee Schedule 

(the ‘‘Fee Schedule’’). 

The text of the proposed rule change 

is available on the Exchange’s website at 

http://www.miaxoptions.com/rulefilings, at MIAX’s principal office, 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 

Exchange 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 these 

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 aspects 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 proposes to amend the 

Fee Schedule to (i) modify the Priority 

Customer Rebate Program (‘‘PCRP’’) 3 as 

it pertains to per contract credits for 

complex PRIME (‘‘cPRIME’’) 4 Agency 

Orders for Priority Customers; and (ii) to 

remove the per contract credit cap for 

cPRIME Agency Orders for Priority 

Customers and the associated waiver of 

same which was in effect until June 30, 

2021. The Exchange initially filed this 

proposal on July 1, 2021 (SR–MIAX– 

2021–33) and withdrew such filing on 

July 12, 2021. The Exchange proposes to 

implement the fee change effective July 

12, 2021. 

Background 

Exchange Rule 518(b)(7) defines a 

cPRIME Order as a type of complex 

order 5 that is submitted for 

participation in a cPRIME Auction and 

trading of cPRIME Orders is governed 

by Rule 515A, Interpretation and 


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