UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act File Number: 811-23494
T. Rowe Price Exchange-Traded Funds, Inc.
(Exact name of registrant as specified in charter)
100 East Pratt Street, Baltimore, MD 21202
(Address of principal executive offices)
David Oestreicher
100 East Pratt Street, Baltimore, MD 21202
(Name and address of agent for service)
Registrant’s telephone number, including area code: (410) 345-2000
Date of fiscal year end: December 31
Date of reporting period: June 30, 2023
Item 1. Reports to Shareholders
(a) Report pursuant to Rule 30e-1
SEMIANNUAL REPORT
June 30, 2023
| T. ROWE PRICE | |
| TCHP | Blue Chip Growth ETF |
| For more insights from T. Rowe Price investment professionals, go to troweprice.com. |
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T. ROWE PRICE BLUE CHIP GROWTH ETF
Market Commentary
Dear Shareholder
Most major global stock and bond indexes produced positive returns during the first half of your fund’s fiscal year, the six-month period ended June 30, 2023. Despite turmoil in the banking sector and a protracted debt ceiling standoff, markets were resilient as growth remained positive in the major economies and corporate earnings results came in stronger than expected.
For the six-month period, the technology-oriented Nasdaq Composite Index gained more than 30%, the strongest result of the major benchmarks, as tech companies benefited from investor enthusiasm for artificial intelligence applications. Growth stocks outperformed value shares, and developed market stocks generally outpaced their emerging market counterparts. Currency movements were mixed over the period, although a weaker dollar versus major European currencies was beneficial for U.S. investors in European securities.
Within the S& P 500 Index, the information technology, communication services, and consumer discretionary sectors were all lifted by the tech rally and recorded significant gains. Conversely, the defensive utilities sector had the weakest returns in the growth-focused environment, and the energy sector also lost ground amid declining oil prices. The financials sector partly recovered from the failure of three large regional banks during the period but still finished with modest losses.
Cheaper oil contributed to slowing inflation, although core inflation readings— which exclude volatile food and energy prices—remained stubbornly high. In response, the Federal Reserve raised its short-term lending benchmark rate to a target range of 5.00% to 5.25% by early May, the highest level since 2007. The Fed held rates steady at its June meeting, but policymakers indicated that two more rate hikes could come by the end of the year.
In the fixed income market, returns were generally positive across most sectors as investors benefited from the higher interest rates that have become available over the past year. Investment-grade corporate bonds were supported by generally solid balance sheets and were among the strongest performers.
Global economies and markets showed surprising resilience in recent months, but, moving into the second half of 2023, we believe investors could face potential challenges. The impact of the Fed’s rate hikes has yet to be fully felt in the economy, and while the regional banking turmoil appears to have been contained by the swift actions of regulators, it could weigh on credit conditions. Moreover, market consensus still seems to point to a coming recession, although hopes have emerged that such a downturn could be more modest.
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T. ROWE PRICE BLUE CHIP GROWTH ETF
We believe this environment makes skilled active management a critical tool for identifying risks and opportunities, and our investment teams will continue to use fundamental research to identify securities that can add value to your portfolio over the long term.
You may notice that this report no longer contains the commentary on your fund’s performance and positioning that we previously included in the semiannual shareholder letters. The Securities and Exchange Commission (SEC) adopted new rules in January that will require fund reports to transition to a new format known as a Tailored Shareholder Report. This change will require a much more concise summary of performance rather than the level of detail we have provided historically while also aiming to be more visually engaging. As we prepare to make changes to the annual reports to meet the new report regulatory requirements by mid-2024, we felt the time was right to discontinue the optional six-month semiannual fund letter to focus on the changes to come.
While semiannual fund letters will no longer be produced, you may continue to access current fund information as well as insights and perspectives from our investment team on our personal investing website.
Thank you for your continued confidence in T. Rowe Price.
Sincerely,
Robert Sharps
CEO and President
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T. ROWE PRICE BLUE CHIP GROWTH ETF
Portfolio Summary
SECTOR DIVERSIFICATION
| Percent of Net Assets | ||
| 12/31/22 | 6/30/23 | |
| Information Technology | 46.7% | 43.1% |
| Communication Services | 12.6 | 15.3 |
| Consumer Discretionary | 14.7 | 14.6 |
| Health Care | 16.9 | 12.8 |
| Financials | 5.2 | 9.9 |
| Industrials and Business Services | 2.1 | 2.2 |
| Materials | 1.3 | 1.0 |
| Consumer Staples | 0.0 | 0.6 |
| Utilities | 0.0 | 0.2 |
| Energy | 0.0 | 0.0 |
| Real Estate | 0.0 | 0.0 |
| Other and Reserves | 0.5 | 0.3 |
| Total | 100.0% | 100.0% |
Historical weightings reflect current industry/sector classifications.
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T. ROWE PRICE BLUE CHIP GROWTH ETF
PORTFOLIO HIGHLIGHTS
TWENTY-FIVE LARGEST HOLDINGS
| Percent of Net Assets | |
| 6/30/23 | |
| Microsoft | 14.1% |
| Apple | 11.4 |
| Amazon.com | 7.8 |
| Alphabet | 7.5 |
| NVIDIA | 6.0 |
| Meta Platforms | 5.0 |
| UnitedHealth Group | 3.3 |
| Visa | 3.3 |
| Tesla | 2.9 |
| MasterCard | 2.7 |
| Eli Lilly and Co | 2.6 |
| ServiceNow | 2.3 |
| Intuitive Surgical | 1.7 |
| Netflix | 1.5 |
| ASML Holding | 1.4 |
| Thermo Fisher Scientific | 1.3 |
| Intuit | 1.2 |
| Chipotle Mexican Grill | 1.1 |
| Synopsys | 1.1 |
| Chubb | 1.0 |
| T-Mobile US | 1.0 |
| Advanced Micro Devices | 0.9 |
| Booking Holdings | 0.8 |
| Danaher | 0.7 |
| Roper Technologies | 0.7 |
| Total | 83.3% |
Note: The information shown does not reflect any exchange-traded funds (ETFs), cash reserves, or collateral for securities lending that may be held in the portfolio.
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T. ROWE PRICE BLUE CHIP GROWTH ETF
FUND EXPENSE EXAMPLE
As a shareholder, you may incur two types of costs: (1) transaction costs, such as brokerage commissions on purchases and sales, and (2) ongoing costs, including management fees and other fund expenses. The following example is intended to help you understand your ongoing costs (in dollars) of investing in the fund and to compare these costs with the ongoing costs of investing in other funds. The example is based on an investment of $1,000 invested at the beginning of the most recent six-month period and held for the entire period.
Actual Expenses
The first line of the following table (Actual) provides information about actual account values and expenses based on the fund’s actual returns. You may use the information on this line, together with your account balance, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number on the first line under the heading “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The information on the second line of the table (Hypothetical) is based on hypothetical account values and expenses derived from the fund’s actual expense ratio and an assumed 5% per year rate of return before expenses (not the fund’s actual return). You may compare the ongoing costs of investing in the fund with other funds by contrasting this 5% hypothetical example and the 5% hypothetical examples that appear in the shareholder reports of the other funds. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period.
You should also be aware that the expenses shown in the table highlight only your ongoing costs and do not reflect any transaction costs, such as brokerage commissions paid on purchases and sales of shares. Therefore, the second line of the table is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. To the extent a fund charges transaction costs, however, the total cost of owning that fund is higher.
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T. ROWE PRICE BLUE CHIP GROWTH ETF
FUND EXPENSE EXAMPLE (continued)
Blue Chip Growth ETF
| Beginning Account Value 1/1/23 | Ending Account Value 6/30/23 | Expenses Paid During Period* 1/1/23 to 6/30/23 | |
| Actual | $1,000.00 | $1,353.40 | $3.33 |
| Hypothetical (assumes 5% return before expenses) | 1,000.00 | 1,021.97 | 2.86 |
| * | Expenses are equal to the fund’s annualized expense ratio for the 6-month period (0.57%), multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half year (181), and divided by the days in the year (365) to reflect the half-year period. |
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T. ROWE PRICE BLUE CHIP GROWTH ETF
Unaudited
FINANCIAL HIGHLIGHTS
For a share outstanding throughout each period
| 6 Months Ended | Year Ended | 8/4/20 (1) Through | ||
| 6/30/23 | 12/31/22 | 12/31/21 | 12/31/20 | |
| NET ASSET VALUE | ||||
| Beginning of period | $ 20.60 | $ 33.16 | $ 28.07 | $ 25.00 |
| Investment activities | ||||
| Net investment loss(2) (3) | - | (0.02) | (0.08) | (0.02) |
| Net realized and unrealized gain/loss | 7.28 | (12.54) | 5.18 | 3.09 |
| Total from investment activities | 7.28 | (12.56) | 5.10 | 3.07 |
| Distributions | ||||
| Net realized gain | - | - | (0.01) | - |
| NET ASSET VALUE | ||||
| End of period | $ 27.88 | $ 20.60 | $ 33.16 | $ 28.07 |
| Ratios/Supplemental Data | ||||
| Total return, based on NAV(3) (4) | 35.34% | (37.88)% | 18.16% | 12.28% |
| Ratios to average net assets:(3) | ||||
| Gross expenses before waivers/payments by Price Associates | 0.57% (5) | 0.57% | 0.57% | 0.57% (5) |
| Net expenses after waivers/payments by Price Associates | 0.57% (5) | 0.57% | 0.57% | 0.57% (5) |
| Net investment income (loss) | 0.02% (5) | (0.08)% | (0.25)% | (0.17)% (5) |
| Portfolio turnover rate(6) | 9.5% | 17.3% | 51.7% | 21.0% |
| Net assets, end of period (in thousands) | $ 356,492 | $ 260,314 | $ 271,879 | $ 65,833 |
| (1) | Inception date |
| (2) | Per share amounts calculated using average shares outstanding method. |
| (3) | See Note 6 for details to expense-related arrangements with Price Associates. |
| (4) | Total return reflects the rate that an investor would have earned on an investment in the fund during each period, assuming reinvestment of all distributions. Total return is not annualized for periods less than one year. |
| (5) | Annualized |
| (6) | Portfolio turnover excludes securities received or delivered through in-kind share transactions. |
The accompanying notes are an integral part of these financial statements.
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T. ROWE PRICE BLUE CHIP GROWTH ETF
June 30, 2023 Unaudited
| PORTFOLIO OF INVESTMENTS‡ | Shares | $ Value |
| (Cost and value in $000s) | ||
| COMMON STOCKS 99.7% | ||
| COMMUNICATION SERVICES 15.3% | ||
| Entertainment 1.8% | ||
| Netflix (1) | 12,261 | 5,401 |
| Sea, ADR (1) | 18,391 | 1,067 |
| Walt Disney (1) | 752 | 67 |
| 6,535 | ||
| Interactive Media & Services 12.5% | ||
| Alphabet, Class A (1) | 39,268 | 4,701 |
| Alphabet, Class C (1) | 183,756 | 22,229 |
| Meta Platforms, Class A (1) | 61,528 | 17,657 |
| 44,587 | ||
| Wireless Telecommunication Services 1.0% | ||
| T-Mobile US (1) | 25,152 | 3,494 |
| 3,494 | ||
| Total Communication Services | 54,616 | |
| CONSUMER DISCRETIONARY 14.6% | ||
| Automobiles 2.9% | ||
| Tesla (1) | 40,105 | 10,498 |
| 10,498 | ||
| Broadline Retail 7.8% | ||
| Amazon.com (1) | 211,982 | 27,634 |
| 27,634 | ||
| Hotels Restaurants & Leisure 2.1% | ||
| Booking Holdings (1) | 1,054 | 2,846 |
| Chipotle Mexican Grill (1) | 1,754 | 3,752 |
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T. ROWE PRICE BLUE CHIP GROWTH ETF
| Shares | $ Value | |
| (Cost and value in $000s) | ||
| DoorDash, Class A (1) | 10,219 | 781 |
| 7,379 | ||
| Specialty Retail 1.0% | ||
| Ross Stores | 18,304 | 2,052 |
| TJX | 18,439 | 1,564 |
| 3,616 | ||
| Textiles, Apparel & Luxury Goods 0.8% | ||
| Lululemon Athletica (1) | 4,575 | 1,732 |
| NIKE, Class B | 11,709 | 1,292 |
| 3,024 | ||
| Total Consumer Discretionary | 52,151 | |
| CONSUMER STAPLES 0.6% | ||
| Consumer Staples Distribution & Retail 0.6% | ||
| Dollar General | 13,318 | 2,261 |
| Total Consumer Staples | 2,261 | |
| FINANCIALS 9.9% | ||
| Capital Markets 1.8% | ||
| Charles Schwab | 19,099 | 1,082 |
| Goldman Sachs Group | 3,262 | 1,052 |
| Morgan Stanley | 20,131 | 1,719 |
| MSCI | 971 | 456 |
| S&P Global | 5,024 | 2,014 |
| 6,323 | ||
| Financial Services 6.4% | ||
| Affirm Holdings (1) | 14,293 | 219 |
| Block, Class A (1) | 7,950 | 529 |
| Fiserv (1) | 6,432 | 812 |
| Mastercard, Class A | 24,432 | 9,609 |
| Visa, Class A | 49,448 | 11,743 |
| 22,912 | ||
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T. ROWE PRICE BLUE CHIP GROWTH ETF
| Shares | $ Value | |
| (Cost and value in $000s) | ||
| Insurance 1.7% | ||
| Chubb | 17,675 | 3,404 |
| Marsh & McLennan | 12,953 | 2,436 |
| 5,840 | ||
| Total Financials | 35,075 | |
| HEALTH CARE 12.8% | ||
| Health Care Equipment & Supplies 2.6% | ||
| Align Technology (1) | 1,368 | 484 |
| Intuitive Surgical (1) | 17,767 | 6,075 |
| Stryker | 7,365 | 2,247 |
| Teleflex | 2,057 | 498 |
| 9,304 | ||
| Health Care Providers & Services 4.4% | ||
| Elevance Health | 3,030 | 1,346 |
| Humana | 5,624 | 2,515 |
| UnitedHealth Group | 24,582 | 11,815 |
| 15,676 | ||
| Health Care Technology 0.3% | ||
| Veeva Systems, Class A (1) | 4,688 | 927 |
| 927 | ||
| Life Sciences Tools & Services 2.0% | ||
| Danaher | 10,762 | 2,583 |
| Thermo Fisher Scientific | 9,010 | 4,701 |
| 7,284 | ||
| Pharmaceuticals 3.5% | ||
| AstraZeneca, ADR | 14,480 | 1,036 |
| Eli Lilly | 20,084 | 9,419 |
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T. ROWE PRICE BLUE CHIP GROWTH ETF
| Shares | $ Value | |
| (Cost and value in $000s) | ||
| Zoetis | 11,743 | 2,022 |
| 12,477 | ||
| Total Health Care | 45,668 | |
| INDUSTRIALS & BUSINESS SERVICES 2.2% | ||
| Aerospace & Defense 0.3% | ||
| TransDigm Group | 1,033 | 924 |
| 924 | ||
| Commercial Services & Supplies 0.2% | ||
| Cintas | 1,240 | 616 |
| 616 | ||
| Ground Transportation 0.4% | ||
| Old Dominion Freight Line | 3,660 | 1,353 |
| 1,353 | ||
| Industrial Conglomerates 1.2% | ||
| General Electric | 16,308 | 1,792 |
| Roper Technologies | 5,433 | 2,612 |
| 4,404 | ||
| Professional Services 0.1% | ||
| Paycom Software (1) | 951 | 305 |
| TransUnion | 778 | 61 |
| 366 | ||
| Total Industrials & Business Services | 7,663 | |
| INFORMATION TECHNOLOGY 43.1% | ||
| Electronic Equipment, Instruments & Components 0.2% | ||
| TE Connectivity | 5,055 | 709 |
| 709 | ||
| IT Services 1.5% | ||
| MongoDB (1) | 5,487 | 2,255 |
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T. ROWE PRICE BLUE CHIP GROWTH ETF
| Shares | $ Value | |
| (Cost and value in $000s) | ||
| Shopify, Class A (1) | 34,867 | 2,253 |
| Snowflake (1) | 4,518 | 795 |
| 5,303 | ||
| Semiconductors & Semiconductor Equipment 10.0% | ||
| Advanced Micro Devices (1) | 27,753 | 3,161 |
| ASML Holding NV | 6,704 | 4,859 |
| Lam Research | 1,088 | 700 |
| Marvell Technology | 18,043 | 1,079 |
| Monolithic Power Systems | 4,025 | 2,174 |
| NVIDIA | 50,235 | 21,250 |
| Taiwan Semiconductor Manufacturing, ADR | 12,820 | 1,294 |
| Texas Instruments | 7,201 | 1,296 |
| 35,813 | ||
| Software 20.0% | ||
| Atlassian, Class A (1) | 7,227 | 1,213 |
| Bill Holdings (1) | 10,328 | 1,207 |
| Confluent, Class A (1) | 15,185 | 536 |
| Crowdstrike Holdings, Class A (1) | 3,355 | 493 |
| Datadog, Class A (1) | 6,736 | 663 |
| Fortinet (1) | 6,168 | 466 |
| Intuit | 9,519 | 4,361 |
| Microsoft | 147,641 | 50,278 |
| ServiceNow (1) | 14,275 | 8,022 |
| Synopsys (1) | 9,404 | 4,094 |
| 71,333 | ||
| Technology Hardware, Storage & Peripherals 11.4% | ||
| Apple | 209,333 | 40,604 |
| 40,604 | ||
| Total Information Technology | 153,762 |
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T. ROWE PRICE BLUE CHIP GROWTH ETF
| Shares | $ Value | |
| (Cost and value in $000s) | ||
| MATERIALS 1.0% | ||
| Chemicals 1.0% | ||
| Linde | 4,679 | 1,783 |
| Sherwin-Williams | 6,303 | 1,674 |
| Total Materials | 3,457 | |
| UTILITIES 0.2% | ||
| Electric Utilities 0.2% | ||
| Constellation Energy | 9,229 | 845 |
| Total Utilities | 845 | |
| Total Common Stocks (Cost $312,579) | 355,498 | |
| SHORT-TERM INVESTMENTS 0.3% | ||
| Money Market Funds 0.3% | ||
| State Street Institutional U.S. Government Money Market Fund, 5.03% (2) | 1,037,748 | 1,038 |
| Total Short-Term Investments (Cost $1,038) | 1,038 | |
| Total Investments in Securities 100.0% of Net Assets (Cost $313,617) | $356,536 | |
| ‡ | Shares are denominated in U.S. dollars unless otherwise noted. |
| (1) | Non-income producing. |
| (2) | Seven-day yield |
| ADR | American Depositary Receipts |
The accompanying notes are an integral part of these financial statements.
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T. ROWE PRICE BLUE CHIP GROWTH ETF
June 30, 2023 Unaudited
STATEMENT OF ASSETS AND LIABILITIES
($000s, except shares and per share amounts)
| Assets | |
| Investments in securities, at value (cost $313,617) | $ 356,536 |
| Receivable for shares sold | 2,332 |
| Receivable for investment securities sold | 360 |
| Dividends receivable | 54 |
| Other assets | 2 |
| Total assets | 359,284 |
| Liabilities | |
| Payable for investment securities purchased | 2,625 |
| Investment management and administrative fees payable | 167 |
| Total liabilities | 2,792 |
| NET ASSETS | $ 356,492 |
| Net assets consists of: | |
| Total distributable earnings (loss) | $ (4,261) |
| Paid-in capital applicable to 12,785,000 shares of $0.0001 par value capital stock outstanding; 4,000,000,000 shares authorized | 360,753 |
| NET ASSETS | $356,492 |
| NET ASSET VALUE PER SHARE | $ 27.88 |
The accompanying notes are an integral part of these financial statements.
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T. ROWE PRICE BLUE CHIP GROWTH ETF
Unaudited
STATEMENT OF OPERATIONS
($000s)
| 6 Months Ended | |
| 6/30/23 | |
| Investment Income (Loss) | |
| Dividend income (net of foreign taxes of $6) | $ 927 |
| Investment management and administrative expense | 890 |
| Net investment income | 37 |
| Realized and Unrealized Gain / Loss | |
| Net realized gain (loss) | |
| Securities | (9,482) |
| In-kind redemptions | 7,483 |
| Net realized loss | (1,999) |
| Change in net unrealized gain / loss on securities | 95,912 |
| Net realized and unrealized gain / loss | 93,913 |
| INCREASE IN NET ASSETS FROM OPERATIONS | $93,950 |
The accompanying notes are an integral part of these financial statements.
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T. ROWE PRICE BLUE CHIP GROWTH ETF
Unaudited
STATEMENT OF CHANGES IN NET ASSETS
($000s)
| 6 Months Ended | Year Ended | ||
| 6/30/23 | 12/31/22 | ||
| Increase (Decrease) in Net Assets | |||
| Operations | |||
| Net investment income (loss) | $ 37 | $ (200) | |
| Net realized loss | (1,999) | (35,072) | |
| Change in net unrealized gain / loss | 95,912 | (85,623) | |
| Increase (Decrease) in net assets from operations | 93,950 | (120,895) | |
| Capital share transactions* | |||
| Shares sold | 64,303 | 178,209 | |
| Shares redeemed | (62,075) | (68,879) | |
| Increase in net assets from capital share transactions | 2,228 | 109,330 | |
| Net Assets | |||
| Increase (decrease) during period | 96,178 | (11,565) | |
| Beginning of period | 260,314 | 271,879 | |
| End of period | $356,492 | $ 260,314 | |
| *Share information | |||
| Shares sold | 2,685 | 7,205 | |
| Shares redeemed | (2,535) | (2,770) | |
| Increase in shares outstanding | 150 | 4,435 |
The accompanying notes are an integral part of these financial statements.
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T. ROWE PRICE BLUE CHIP GROWTH ETF
Unaudited
NOTES TO FINANCIAL STATEMENTS
T. Rowe Price Exchange-Traded Funds, Inc. (the corporation) is registered under the Investment Company Act of 1940 (the 1940 Act). The Blue Chip Growth ETF (the fund) is a non-diversified, open-end management investment company established by the corporation. The fund seeks to provide long-term capital growth. Income is a secondary objective.
The fund is considered an actively-managed exchange-traded fund (ETF) that does not disclose its portfolio holdings daily, which is different from a traditional ETF and may create additional risks. In order to provide market participants with information on the fund’s investments, the fund publishes a “Proxy Portfolio” on its website daily. A Proxy Portfolio is a basket of securities that is designed to closely track the daily performance of the fund’s portfolio holdings. While the Proxy Portfolio includes some of the fund’s holdings, it is not the fund’s actual portfolio. The fund does disclose its full portfolio holdings on a quarterly basis, similar to mutual funds.
NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES
Basis of Preparation
The fund is an investment company and follows accounting and reporting guidance in the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 (ASC 946). The accompanying financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (GAAP), including, but not limited to, ASC 946. GAAP requires the use of estimates made by management. Management believes that estimates and valuations are appropriate; however, actual results may differ from those estimates, and the valuations reflected in the accompanying financial statements may differ from the value ultimately realized upon sale or maturity.
Investment Transactions, Investment Income, and Distributions
Investment transactions are accounted for on the trade date basis. Income and expenses are recorded on the accrual basis. Realized gains and losses are reported on the identified cost basis. Income tax-related interest and penalties, if incurred, are recorded as income tax expense. Dividends received from other investment companies are reflected as dividend income; capital gain distributions are reflected as realized gain/loss. Dividend income and capital gain distributions are recorded on the ex-dividend date. Non-cash dividends, if any, are recorded at the fair market value of the asset received. Proceeds from litigation payments, if any, are included in either net realized gain (loss) or change in net unrealized
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T. ROWE PRICE BLUE CHIP GROWTH ETF
gain/loss from securities. Distributions to shareholders are recorded on the ex-dividend date. Income distributions, if any, are declared and paid annually. A capital gain distribution, if any, may also be declared and paid by the fund annually. Dividends and distributions cannot be automatically reinvested in additional shares of the fund.
Capital Transactions
The fund issues and redeems shares at its net asset value (NAV) only with Authorized Participants and only in large blocks of 5,000 shares (each, a “Creation Unit”). The fund’s NAV per share is computed at the close of the New York Stock Exchange (NYSE). However, the NAV per share may be calculated at a time other than the normal close of the NYSE if trading on the NYSE is restricted, if the NYSE closes earlier, or as may be permitted by the SEC. Individual fund shares may not be purchased or redeemed directly with the fund. An Authorized Participant may purchase or redeem a Creation Unit of the fund each business day that the fund is open in exchange for the delivery of a designated portfolio of in-kind securities and/or cash. When purchasing or redeeming Creation Units, Authorized Participants are also required to pay a fixed and/or variable purchase or redemption transaction fee as well as any applicable additional variable charge to defray the transaction cost to a fund.
Individual fund shares may be purchased and sold only on a national securities exchange through brokers. Shares are listed for trading on NYSE Arca, Inc. (NYSE Arca) and because the shares will trade at market prices rather than NAV, shares may trade at prices greater than NAV (at a premium), at NAV, or less than NAV (at a discount). The fund’s shares are ordinarily valued as of the close of regular trading (normally 4:00 p.m. Eastern time) on each day that the NYSE Arca is open.
New Accounting Guidance
In June 2022, the FASB issued Accounting Standards Update (ASU), ASU 2022-03, Fair Value Measurement (Topic 820) – Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, which clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments under this ASU are effective for fiscal years beginning after December 15, 2023; however, the fund opted to early adopt, as permitted, effective December 1, 2022. Adoption of the guidance did not have a material impact on the fund’s financial statements.
Indemnification
In the normal course of business, the fund may provide indemnification in connection with its officers and directors, service providers, and/or private company investments. The fund’s maximum exposure under these arrangements is unknown; however, the risk of material loss is currently considered to be remote.
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T. ROWE PRICE BLUE CHIP GROWTH ETF
NOTE 2 – VALUATION
Fair Value
The fund’s financial instruments are valued at the close of the NYSE and are reported at fair value, which GAAP defines as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fund’s Board of Directors (the Board) has designated T. Rowe Price Associates, Inc. as the fund’s valuation designee (Valuation Designee). Subject to oversight by the Board, the Valuation Designee performs the following functions in performing fair value determinations: assesses and manages valuation risks; establishes and applies fair value methodologies; tests fair value methodologies; and evaluates pricing vendors and pricing agents. The duties and responsibilities of the Valuation Designee are performed by its Valuation Committee. The Valuation Designee provides periodic reporting to the Board on valuation matters.
Various valuation techniques and inputs are used to determine the fair value of financial instruments. GAAP establishes the following fair value hierarchy that categorizes the inputs used to measure fair value:
Level 1 – quoted prices (unadjusted) in active markets for identical financial instruments that the fund can access at the reporting date
Level 2 – inputs other than Level 1 quoted prices that are observable, either directly or indirectly (including, but not limited to, quoted prices for similar financial instruments in active markets, quoted prices for identical or similar financial instruments in inactive markets, interest rates and yield curves, implied volatilities, and credit spreads)
Level 3 – unobservable inputs (including the Valuation Designee’s assumptions in determining fair value)
Observable inputs are developed using market data, such as publicly available information about actual events or transactions, and reflect the assumptions that market participants would use to price the financial instrument. Unobservable inputs are those for which market data are not available and are developed using the best information available about the assumptions that market participants would use to price the financial instrument. GAAP requires valuation techniques to maximize the use of relevant observable inputs and minimize the use of unobservable inputs. When multiple inputs are used to derive fair value, the financial instrument is assigned to the level within the fair value hierarchy based
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on the lowest-level input that is significant to the fair value of the financial instrument. Input levels are not necessarily an indication of the risk or liquidity associated with financial instruments at that level but rather the degree of judgment used in determining those values.
Valuation Techniques
Equity securities, including exchange-traded funds, listed or regularly traded on a securities exchange or in the over-the-counter (OTC) market are valued at the last quoted sale price or, for certain markets, the official closing price at the time the valuations are made. A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary market for such security. Listed securities not traded on a particular day are valued at the mean of the closing bid and asked prices for domestic securities.
Investments in mutual funds are valued at the mutual fund’s closing NAV per share on the day of valuation. Assets and liabilities other than financial instruments, including short-term receivables and payables, are carried at cost, or estimated realizable value, if less, which approximates fair value.
Investments for which market quotations are not readily available or deemed unreliable are valued at fair value as determined in good faith by the Valuation Designee. The Valuation Designee has adopted methodologies for determining the fair value of investments for which market quotations are not readily available or deemed unreliable, including the use of other pricing sources. Factors used in determining fair value vary by type of investment and may include market or investment specific considerations. The Valuation Designee typically will afford greatest weight to actual prices in arm’s length transactions, to the extent they represent orderly transactions between market participants, transaction information can be reliably obtained, and prices are deemed representative of fair value. However, the Valuation Designee may also consider other valuation methods such as market-based valuation multiples; a discount or premium from market value of a similar, freely traded security of the same issuer; discounted cash flows; yield to maturity; or some combination. Fair value determinations are reviewed on a regular basis. Because any fair value determination involves a significant amount of judgment, there is a degree of subjectivity inherent in such pricing decisions. Fair value prices determined by the Valuation Designee could differ from those of other market participants, and it is possible that the fair value determined for a security may be materially different from the value that could be realized upon the sale of that security.
Valuation Inputs
On June 30, 2023, all of the fund’s financial instruments were classified as Level 1, based on the inputs used to determine their fair values.
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NOTE 3 – OTHER INVESTMENT TRANSACTIONS
Purchases and sales of portfolio securities excluding in-kind transactions and short-term securities aggregated $29,532,000 and $45,509,000, respectively, for the six months ended June 30, 2023. Portfolio securities received and delivered through in-kind transactions aggregated $58,971,000 and $40,379,000, respectively, for the six months ended June 30, 2023.
NOTE 4 – FEDERAL INCOME TAXES
Generally, no provision for federal income taxes is required since the fund intends to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code and distribute to shareholders all of its taxable income and gains. Distributions determined in accordance with federal income tax regulations may differ in amount or character from net investment income and realized gains for financial reporting purposes. Financial reporting records are adjusted for permanent book/tax differences to reflect tax character but are not adjusted for temporary differences. The amount and character of tax-basis distributions and composition of net assets are finalized at fiscal year-end; accordingly, tax-basis balances have not been determined as of the date of this report.
The fund intends to retain realized gains to the extent of available capital loss carryforwards. Net realized capital losses may be carried forward indefinitely to offset future realized capital gains. As of December 31, 2022, the fund had $44,744,000 of available capital loss carryforwards.
At June 30, 2023, the cost of investments (including derivatives, if any) for federal income tax purposes was $314,170,000. Net unrealized gain aggregated $42,366,000 at period-end, of which $51,314,000 related to appreciated investments and $8,948,000 related to depreciated investments.
NOTE 5 – FOREIGN TAXES
The fund is subject to foreign income taxes imposed by certain countries in which it invests. Additionally, capital gains realized upon disposition of securities issued in or by certain foreign countries are subject to capital gains tax imposed by those countries. All taxes are computed in accordance with the applicable foreign tax law, and, to the extent permitted, capital losses are used to offset capital gains. Taxes attributable to income are accrued by the fund as a reduction of income. Current and deferred tax expense
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attributable to capital gains is reflected as a component of realized or change in unrealized gain/loss on securities in the accompanying financial statements. To the extent that the fund has country specific capital loss carryforwards, such carryforwards are applied against net unrealized gains when determining the deferred tax liability. Any deferred tax liability incurred by the fund is included in either Other liabilities or Deferred tax liability on the accompanying Statement of Assets and Liabilities.
NOTE 6 – RELATED PARTY TRANSACTIONS
The fund is managed by T. Rowe Price Associates, Inc. (Price Associates), a wholly owned subsidiary of T. Rowe Price Group, Inc. (Price Group). The investment management and administrative agreement between the fund and Price Associates provides for an all-inclusive annual fee equal to 0.57% of the fund’s average daily net assets. The fee is computed daily and paid monthly. The all-inclusive fee covers investment management services and ordinary, recurring operating expenses but does not cover interest and borrowing expenses; taxes; brokerage commissions and other transaction costs; fund proxy expenses; and nonrecurring and extraordinary expenses.
The fund may participate in securities purchase and sale transactions with other funds or accounts advised by Price Associates (cross trades), in accordance with procedures adopted by the fund’s Board and Securities and Exchange Commission rules, which require, among other things, that such purchase and sale cross trades be effected at the independent current market price of the security. During the six months ended June 30, 2023, the fund had no purchases or sales cross trades with other funds or acccounts advised by Price.
Price Associates has voluntarily agreed to reimburse the fund from its own resources on a monthly basis for the cost of investment research embedded in the cost of the fund’s securities trades. This agreement may be rescinded at any time. For the six months ended June 30, 2023, this reimbursement amounted to $2,000, which is included in Net realized gain (loss) on Securities in the Statement of Operations.
NOTE 7 – OTHER MATTERS
Unpredictable events such as environmental or natural disasters, war, terrorism, pandemics, outbreaks of infectious diseases, and similar public health threats may significantly affect the economy and the markets and issuers in which the fund invests. Certain events may cause instability across global markets, including reduced liquidity and
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disruptions in trading markets, while some events may affect certain geographic regions, countries, sectors, and industries more significantly than others, and exacerbate other pre-existing political, social, and economic risks.
Since 2020, a novel strain of coronavirus (COVID-19) has resulted in disruptions to global business activity and caused significant volatility and declines in global financial markets.
In February 2022, Russian forces entered Ukraine and commenced an armed conflict leading to economic sanctions being imposed on Russia and certain of its citizens, creating impacts on Russian-related stocks and debt and greater volatility in global markets.
In March 2023, the collapse of some US regional and global banks as well as overall concerns around the soundness and stability of the global banking sector has sparked concerns of a broader financial crisis impacting the overall global banking sector. In certain cases, government agencies have assumed control or otherwise intervened in the operations of certain banks due to liquidity and solvency concerns. The extent of impact of these events on the US and global markets is highly uncertain.
These are recent examples of global events which may have a negative impact on the values of certain portfolio holdings or the fund’s overall performance. Management is actively monitoring the risks and financial impacts arising from these events.
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INFORMATION ON PROXY VOTING POLICIES, PROCEDURES, AND RECORDS
A description of the policies and procedures used by T. Rowe Price funds and portfolios to determine how to vote proxies relating to portfolio securities is available in each fund’s Statement of Additional Information. You may request this document by calling 1-800-638-5660 or by accessing the SEC’s website, sec.gov.
The description of our proxy voting policies and procedures is also available on our corporate website. To access it, please visit the following Web page:
https://www.troweprice.com/corporate/en/utility/policies.html
Scroll down to the section near the bottom of the page that says, “Proxy Voting Policies.” Click on the Proxy Voting Policies link in the shaded box.
Each fund’s most recent annual proxy voting record is available on our website and through the SEC’s website. To access it through T. Rowe Price, visit the website location shown above, and scroll down to the section near the bottom of the page that says, “Proxy Voting Records.” Click on the Proxy Voting Records link in the shaded box.
RESULTS OF PROXY VOTING
A Special Meeting of Shareholders was held on July 24, 2023 for shareholders of record on April 27, 2023, to elect the following director-nominees to serve on the Board of all Price Funds. The newly elected Directors took office effective July 24, 2023.
The results of the voting were as follows:
| Votes For | Votes Withheld | |
| Melody Bianchetto | 13,058,976 | 207,279 |
| Mark J. Parrell | 13,008,567 | 257,689 |
| Eric L. Veiel | 13,038,692 | 227,564 |
| Kellye L. Walker | 13,058,746 | 207,511 |
Teresa Bryce Bazemore, Bruce W. Duncan, Robert J. Gerrard, Jr., Paul F. McBride and David Oestreicher continue to serve as Directors on the Board of all Price Funds.
HOW TO OBTAIN QUARTERLY PORTFOLIO HOLDINGS
The fund files a complete schedule of portfolio holdings with the Securities and Exchange Commission (SEC) for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The fund’s Form N-PORT is available electronically on the SEC’s website (sec.gov).
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APPROVAL OF INVESTMENT MANAGEMENT AGREEMENT
Each year, the fund’s Board of Directors (Board) considers the continuation of the investment management agreement (Advisory Contract) between the fund and its investment adviser, T. Rowe Price Associates, Inc. (Adviser). In that regard, at a meeting held on March 6–7, 2023 (Meeting), the Board, including all of the fund’s independent directors, approved the continuation of the fund’s Advisory Contract. At the Meeting, the Board considered the factors and reached the conclusions described below relating to the selection of the Adviser and the approval of the Advisory Contract. The independent directors were assisted in their evaluation of the Advisory Contract by independent legal counsel from whom they received separate legal advice and with whom they met separately.
In providing information to the Board, the Adviser was guided by a detailed set of requests for information submitted by independent legal counsel on behalf of the independent directors. In considering and approving the continuation of the Advisory Contract, the Board considered the information it believed was relevant, including, but not limited to, the information discussed below. The Board considered not only the specific information presented in connection with the Meeting but also the knowledge gained over time through interaction with the Adviser about various topics. The Board meets regularly and, at each of its meetings, covers an extensive agenda of topics and materials and considers factors that are relevant to its annual consideration of the renewal of the T. Rowe Price funds’ advisory contracts, including performance and the services and support provided to the funds and their shareholders.
Services Provided by the Adviser
The Board considered the nature, quality, and extent of the services provided to the fund by the Adviser. These services included, but were not limited to, directing the fund’s investments in accordance with its investment program and the overall management of the fund’s portfolio, as well as a variety of related activities such as financial, investment operations, and administrative services; compliance; maintaining the fund’s records and registrations; and shareholder communications. The Board also reviewed the background and experience of the Adviser’s senior management team and investment personnel involved in the management of the fund, as well as the Adviser’s compliance record. The Board concluded that the information it considered with respect to the nature, quality, and extent of the services provided by the Adviser, as well as the other factors considered at the Meeting, supported the Board’s approval of the continuation of the Advisory Contract.
Investment Performance of the Fund
The Board took into account discussions with the Adviser and detailed reports that it regularly receives throughout the year on relative and absolute performance for the T. Rowe Price funds. In connection with the Meeting, the Board reviewed information provided by the Adviser that compared the fund’s total returns, as well as a wide variety of other previously agreed-upon performance measures and market data, against relevant benchmark indexes and peer groups of funds with similar investment programs for various
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APPROVAL OF INVESTMENT MANAGEMENT AGREEMENT (continued)
periods through December 31, 2022. Additionally, the Board reviewed the fund’s relative performance information as of September 30, 2022, which ranked the returns of the fund’s Investor Class for various periods against a universe of funds with similar investment programs selected by Broadridge, an independent provider of mutual fund data.
In the course of its deliberations, the Board considered performance information provided throughout the year and in connection with the Advisory Contract review at the Meeting, as well as information provided during investment review meetings conducted with portfolio managers and senior investment personnel during the course of the year regarding the fund’s performance. The Board also considered relevant factors, such as overall market conditions and trends that could adversely impact the fund’s performance, length of the fund’s performance track record, and how closely the fund’s strategies align with its benchmarks and peer groups. The Board noted that, as of December 31, 2022, the fund lagged its benchmark for most performance periods and the fund’s total returns ranked in the fourth quartile for most periods when compared with performance peer groups selected by third-party data providers. The Adviser provided the Board with information addressing the fund’s performance relative to its benchmarks and performance peers during the applicable periods, the primary reasons for such results, and efforts being undertaken to improve performance. The Board considered the Adviser’s responses and its efforts and plans to improve the fund’s investment performance and noted that it will continue to periodically review the fund’s performance. The Board concluded that the information it considered with respect to the fund’s performance, as well as the other factors considered at the Meeting, supported the Board’s approval of the continuation of the Advisory Contract.
Costs, Benefits, Profits, and Economies of Scale
The Board reviewed detailed information regarding the revenues received by the Adviser under the Advisory Contract and other direct and indirect benefits that the Adviser (and its affiliates) may have realized from its relationship with the fund. In considering soft-dollar arrangements pursuant to which research may be received from broker-dealers that execute the fund’s portfolio transactions, the Board noted that the Adviser bears the cost of research services for all client accounts that it advises, including the T. Rowe Price funds. The Board received information on the estimated costs incurred and profits realized by the Adviser from managing the T. Rowe Price funds. While the Board did not review information regarding profits realized from managing the fund in particular because the fund had either not achieved sufficient portfolio asset size or not recognized sufficient revenues to produce meaningful profit margin percentages, the Board concluded that the Adviser’s profits were reasonable in light of the services provided to the T. Rowe Price mutual funds and ETFs.
The Board also considered whether the fund benefits under the fee levels set forth in the Advisory Contract or otherwise from any economies of scale realized by the Adviser. Under the Advisory Contract, the fund pays the Adviser an all-inclusive management fee, which is based on the fund’s average daily net assets. The all-inclusive management fee includes
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APPROVAL OF INVESTMENT MANAGEMENT AGREEMENT (continued)
investment management services and provides for the Adviser to pay all of the fund’s ordinary, recurring operating expenses except for interest and borrowing expenses, taxes, brokerage commissions and other transaction costs, fund proxy expenses, and any nonrecurring extraordinary expenses. The Adviser has generally implemented an all-inclusive management fee structure in situations where a fixed total expense ratio is useful for purposes of providing certainty of fees and expenses for investors and such a fee structure is typically used by other ETFs offered by competitors. The Adviser has historically sought to set the initial all-inclusive management fee rate at levels below the expense ratios of comparable funds to take into account potential future economies of scale. In addition, the assets of the fund are included in the calculation of the group fee rate, which serves as a component of the management fee for many T. Rowe Price funds and declines at certain asset levels based on the combined average net assets of most of the T. Rowe Price mutual funds and ETFs (including the fund). Although the fund does not have a group fee component to its management fee, its assets are included in the calculation because certain resources utilized to operate the fund are shared with other T. Rowe Price funds.
In addition, the Board noted that the fund potentially shares in indirect economies of scale through the Adviser’s ongoing investments in its business in support of the T. Rowe Price funds, including investments in trading systems, technology, and regulatory support enhancements, and the ability to possibly negotiate lower fee arrangements with third-party service providers. The Board concluded that the advisory fee structure for the fund provides for a reasonable sharing of benefits from any economies of scale with the fund’s investors.
Fees and Expenses
The Board was provided with information regarding industry trends in management fees and expenses. Among other things, the Board reviewed data for peer groups that were compiled by Broadridge, which compared: (i) actual management fees, nonmanagement expenses, and total expenses of the fund with a group of competitor funds selected by Broadridge (Expense Group) and (ii) actual management fees, nonmanagement expenses, and total expenses of the fund with a broader set of funds within the Lipper investment classification (Expense Universe). The Board considered the fund’s actual management fee rate (which reflects the fund’s all-inclusive management fee rate), operating expenses, and total expenses (which reflect the fund’s all-inclusive management fee rate) in comparison with the information for the Broadridge peer groups. Broadridge generally constructed the peer groups by seeking the most comparable funds based on similar investment classifications and objectives, expense structure, asset size, and operating components and attributes and ranked funds into quintiles, with the first quintile representing the funds with the lowest relative expenses and the fifth quintile representing the funds with the highest relative expenses. The information provided to the Board indicated that the fund’s actual management fee rate ranked in the second quintile (Expense Group) and third quintile (Expense Universe) and the fund’s total expenses ranked in the second quintile (Expense Group and Expense Universe).
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APPROVAL OF INVESTMENT MANAGEMENT AGREEMENT (continued)
The Board also reviewed the fee schedules for other investment portfolios with similar mandates that are advised or subadvised by the Adviser and its affiliates, including separately managed accounts for institutional and individual investors; subadvised funds; and other sponsored investment portfolios, including collective investment trusts and pooled vehicles organized and offered to investors outside the United States. Management provided the Board with information about the Adviser’s responsibilities and services provided to subadvisory and other institutional account clients, including information about how the requirements and economics of the institutional business are fundamentally different from those of the proprietary mutual fund business. The Board considered information showing that the Adviser’s mutual fund business is generally more complex from a business and compliance perspective than its institutional account business and considered various relevant factors, such as the broader scope of operations and oversight, more extensive shareholder communication infrastructure, greater asset flows, heightened business risks, and differences in applicable laws and regulations associated with the Adviser’s proprietary mutual fund business. In assessing the reasonableness of the fund’s management fee rate, the Board considered the differences in the nature of the services required for the Adviser to manage its mutual fund business versus managing a discrete pool of assets as a subadviser to another institution’s mutual fund or for an institutional account and that the Adviser generally performs significant additional services and assumes greater risk in managing the fund and other T. Rowe Price funds than it does for institutional account clients, including subadvised funds.
On the basis of the information provided and the factors considered, the Board concluded that the fees paid by the fund under the Advisory Contract are reasonable.
Approval of the Advisory Contract
As noted, the Board approved the continuation of the Advisory Contract. No single factor was considered in isolation or to be determinative to the decision. Rather, the Board concluded, in light of a weighting and balancing of all factors considered, that it was in the best interests of the fund and its shareholders for the Board to approve the continuation of the Advisory Contract (including the fees to be charged for services thereunder).
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100 East Pratt Street
Baltimore, MD 21202
Call 1-800-638-5660 to request a prospectus or summary prospectus; each includes investment objectives, risks, fees, expenses, and other information that you should read and consider carefully before investing.
T. Rowe Price Investment Services, Inc.
ETF785-051 8/23
Item 1. (b) Notice pursuant to Rule 30e-3.
Not applicable.
Item 2. Code of Ethics.
A code of ethics, as defined in Item 2 of Form N-CSR, applicable to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions is filed as an exhibit to the registrant’s annual Form N-CSR. No substantive amendments were approved or waivers were granted to this code of ethics during the registrant’s most recent fiscal half-year.
Item 3. Audit Committee Financial Expert.
Disclosure required in registrant’s annual Form N-CSR.
Item 4. Principal Accountant Fees and Services.
Disclosure required in registrant’s annual Form N-CSR.
Item 5. Audit Committee of Listed Registrants.
Not applicable.
Item 6. Investments.
(a) Not applicable. The complete schedule of investments is included in Item 1 of this Form N-CSR.
(b) Not applicable.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable.
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable.
Item 10. Submission of Matters to a Vote of Security Holders.
There has been no change to the procedures by which shareholders may recommend nominees to the registrant’s board of directors.
Item 11. Controls and Procedures.
(a) The registrant’s principal executive officer and principal financial officer have evaluated the registrant’s disclosure controls and procedures within 90 days of this filing and have concluded that the registrant’s disclosure controls and procedures were effective, as of that date, in ensuring that information required to be disclosed by the registrant in this Form N-CSR was recorded, processed, summarized, and reported timely.
(b) The registrant’s principal executive officer and principal financial officer are aware of no change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.
Not applicable.
Item 13. Exhibits.
| (a)(1) | The registrant’s code of ethics pursuant to Item 2 of Form N-CSR is filed with the registrant’s annual Form N-CSR. | |
| (2) | ||
| (3) | Written solicitation to repurchase securities issued by closed-end companies: not applicable. | |
| (b) | ||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| T. Rowe Price Exchange-Traded Funds, Inc. | ||||
| By | /s/ David Oestreicher | |||
| David Oestreicher | ||||
| Principal Executive Officer | ||||
| Date | August 18, 2023 | |||
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| By | /s/ David Oestreicher | |||
| David Oestreicher | ||||
| Principal Executive Officer | ||||
| Date | August 18, 2023 | |||
| By | /s/ Alan S. Dupski | |||||||
| Alan S. Dupski | ||||||||
| Principal Financial Officer | ||||||||
| Date | August 18, 2023 | |||||||