SEMIANNUAL REPORT
June 30, 2023
  T. ROWE PRICE
TSPA U.S. Equity Research ETF
  For more insights from T. Rowe Price investment professionals, go to troweprice.com.
INVEST WITH CONFIDENCE®

T. ROWE PRICE U.S. EQUITY RESEARCH ETF
Go Paperless
Sign up for e-delivery of your statements, confirmations, and prospectuses or shareholder reports.
If you invest directly with T. Rowe Price, go to troweprice.com/paperless.
If you invest through an investment advisor, a bank, or a brokerage firm, please contact that organization and ask if it can provide electronic documentation.
It’s fast—receive your statements and
confirmations faster than U.S. mail.
It’s convenient—access your important account documents whenever you need them.
It’s secure—we protect your online accounts using “True Identity” to confirm new accounts and make verification faster and more secure.
It can save you money—where applicable,
T. Rowe Price passes on the cost savings to
fund holders.*
 
   Log in to your account at troweprice.com for more information.
*Certain mutual fund accounts that are assessed an annual account service fee can also save money by switching to e-delivery.

T. ROWE PRICE U.S. EQUITY RESEARCH 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.
1

T. ROWE PRICE U.S. EQUITY RESEARCH 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
2

T. ROWE PRICE U.S. EQUITY RESEARCH ETF
Portfolio Summary
SECTOR DIVERSIFICATION
  Percent of Net Assets
  12/31/22 6/30/23
Information Technology 26.2% 28.1%
Health Care 16.5 14.2
Financials 12.1 13.2
Consumer Discretionary 10.1 10.6
Communication Services 7.1 8.4
Industrials and Business Services 7.7 7.5
Consumer Staples 7.2 6.7
Energy 4.9 4.0
Utilities 3.3 2.6
Materials 3.0 2.2
Real Estate 2.5 2.1
Other and Reserves -0.6 0.4
Total 100.0% 100.0%
Historical weightings reflect current industry/sector classifications.
3

T. ROWE PRICE U.S. EQUITY RESEARCH ETF
PORTFOLIO HIGHLIGHTS
TWENTY-FIVE LARGEST HOLDINGS
  Percent of
Net Assets
  6/30/23
Apple 7.8%
Microsoft 7.1
Alphabet 3.7
NVIDIA 3.4
Amazon.com 3.2
Meta Platforms 1.9
Tesla 1.7
Eli Lilly and Co 1.5
Berkshire Hathaway 1.3
ExxonMobil 1.3
UnitedHealth Group 1.3
Broadcom 1.2
Visa 1.2
JPMorgan Chase 1.1
Johnson & Johnson 1.0
Procter & Gamble 1.0
Accenture 0.9
Home Depot 0.9
MasterCard 0.9
Salesforce 0.9
Netflix 0.8
New Linde 0.8
T-Mobile US 0.8
Chevron 0.7
GE 0.7
Total 47.1%
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.
4

PERFORMANCE COMPARISON

T. ROWE PRICE U.S. EQUITY RESEARCH 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.
5

T. ROWE PRICE U.S. EQUITY RESEARCH ETF
FUND EXPENSE EXAMPLE (continued)
U.S. Equity Research 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 $1,188.40 $1.84
Hypothetical (assumes 5% return before expenses) 1,000.00 1,023.11 1.71
    
* Expenses are equal to the fund’s annualized expense ratio for the 6-month period (0.34%), 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.
6

T. ROWE PRICE U.S. EQUITY RESEARCH ETF
Unaudited
FINANCIAL HIGHLIGHTS
For a share outstanding throughout each period
  6 Months
Ended 		Year
Ended 		6/8/21 (1)
Through
  6/30/23 12/31/22 12/31/21
NET ASSET VALUE      
Beginning of period $  22.72 $  28.25 $  25.00
Investment activities      
Net investment income(2) (3) 0.14 0.26 0.14
Net realized and unrealized gain/loss 4.14 (5.53) 3.23
Total from investment activities 4.28 (5.27) 3.37
Distributions      
Net investment income - (0.23) (0.12)
Net realized gain - (0.03) -
Total distributions - (0.26) (0.12)
NET ASSET VALUE      
End of period $ 27.00 $ 22.72 $ 28.25
Ratios/Supplemental Data
Total return, based on NAV(3) (4) 18.84% (18.64)% 13.51%
Ratios to average net
assets:(3) 		     
Gross expenses before
waivers/payments by
Price Associates 		0.34% (5) 0.34% 0.34% (5)
Net expenses after
waivers/payments by
Price Associates 		0.34% (5) 0.34% 0.34% (5)
Net investment income 1.14% (5) 1.05% 0.92% (5)
Portfolio turnover rate(6) 24.4% 39.9% 13.0%
Net assets, end of period
(in thousands) 		$  28,752 $  23,064 $  23,165
    
(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.
7

T. ROWE PRICE U.S. EQUITY RESEARCH ETF
June 30, 2023 Unaudited
  PORTFOLIO OF INVESTMENTS‡  Shares $ Value
(Cost and value in $000s)    
     
COMMON STOCKS 99.6%
COMMUNICATION SERVICES 8.4%
Diversified Telecommunication Services 0.3%    
AT&T 1,086 17
Verizon Communications 1,972 74
    91
Entertainment 1.4%    
Activision Blizzard (1) 664 56
Netflix (1) 517 227
Walt Disney (1) 1,413 126
    409
Interactive Media & Services 5.5%    
Alphabet, Class A (1) 3,601 431
Alphabet, Class C (1) 5,190 628
Meta Platforms, Class A (1) 1,843 529
    1,588
Media 0.3%    
Charter Communications, Class A (1) 80 29
Comcast, Class A 969 40
    69
Wireless Telecommunication Services 0.9%    
T-Mobile US (1) 1,730 240
    240
Total Communication Services   2,397
CONSUMER DISCRETIONARY 10.6%
Automobile Components 0.2%    
Aptiv (1) 394 40
8

T. ROWE PRICE U.S. EQUITY RESEARCH ETF
  Shares $ Value
(Cost and value in $000s)    
Magna International 395 22
    62
Automobiles 1.7%    
Tesla (1) 1,870 489
    489
Broadline Retail 3.2%    
Amazon.com (1) 7,021 915
    915
Distributors 0.1%    
Genuine Parts 110 19
    19
Diversified Consumer Services 0.0%    
Bright Horizons Family Solutions (1) 72 7
    7
Hotels Restaurants & Leisure 2.4%    
Booking Holdings (1) 33 89
Chipotle Mexican Grill (1) 42 90
Hilton Worldwide Holdings 399 58
Las Vegas Sands (1) 1,038 60
Marriott International, Class A 135 25
McDonald's 649 194
MGM Resorts International 161 7
Royal Caribbean Cruises (1) 400 42
Starbucks 790 78
Wynn Resorts (1) 335 35
    678
Household Durables 0.1%    
NVR (1) 7 44
    44
9

T. ROWE PRICE U.S. EQUITY RESEARCH ETF
  Shares $ Value
(Cost and value in $000s)    
Specialty Retail 2.4%    
AutoZone (1) 24 60
Burlington Stores (1) 238 37
Home Depot 844 262
Lowe's 288 65
O'Reilly Automotive (1) 100 96
Ross Stores 700 79
TJX 770 65
Ulta Beauty (1) 70 33
    697
Textiles, Apparel & Luxury Goods 0.5%    
NIKE, Class B 1,310 145
    145
Total Consumer Discretionary   3,056
CONSUMER STAPLES 6.7%
Beverages 2.0%    
Coca-Cola 3,179 191
Constellation Brands, Class A 383 94
Keurig Dr Pepper 1,795 56
Monster Beverage (1) 1,124 65
PepsiCo 937 174
    580
Consumer Staples Distribution & Retail 1.7%    
Costco Wholesale 346 186
Dollar General 254 43
Dollar Tree (1) 246 35
Sysco 520 39
Walmart 1,282 202
    505
10

T. ROWE PRICE U.S. EQUITY RESEARCH ETF
  Shares $ Value
(Cost and value in $000s)    
Food Products 0.5%    
Conagra Brands 81 3
Darling Ingredients (1) 213 14
Kraft Heinz 142 5
Mondelez International 1,566 114
Tyson Foods, Class A 200 10
    146
Household Products 1.3%    
Clorox 25 4
Colgate-Palmolive 774 60
Kimberly-Clark 88 12
Procter & Gamble 1,915 290
    366
Personal Care Products 0.4%    
elf Beauty (1) 130 15
Estee Lauder, Class A 263 52
Kenvue (1) 1,725 45
    112
Tobacco 0.8%    
Altria Group 1,135 51
Philip Morris International 1,793 175
    226
Total Consumer Staples   1,935
ENERGY 4.0%
Energy Equipment & Services 0.4%    
Halliburton 585 19
NOV 356 6
Schlumberger 1,440 71
    96
11

T. ROWE PRICE U.S. EQUITY RESEARCH ETF
  Shares $ Value
(Cost and value in $000s)    
Oil, Gas & Consumable Fuels 3.6%    
Chesapeake Energy (2) 100 8
Chevron 1,346 212
ConocoPhillips 1,481 154
EOG Resources 670 77
EQT 300 12
Exxon Mobil 3,384 363
Hess 422 57
Marathon Petroleum 553 65
Pioneer Natural Resources 166 34
Suncor Energy 591 17
TotalEnergies, ADR 96 6
Valero Energy 190 22
Williams 518 17
    1,044
Total Energy   1,140
FINANCIALS 13.2%
Banks 3.1%    
Bank of America 4,405 126
Citigroup 1,302 60
Fifth Third Bancorp 2,164 57
Huntington Bancshares 3,925 42
JPMorgan Chase 2,116 308
PNC Financial Services Group 40 5
Regions Financial 430 8
Truist Financial 300 9
US Bancorp 2,462 81
Wells Fargo 4,572 195
Western Alliance Bancorp 250 9
    900
12

T. ROWE PRICE U.S. EQUITY RESEARCH ETF
  Shares $ Value
(Cost and value in $000s)    
Capital Markets 2.6%    
Ares Management 369 36
Bank of New York Mellon 900 40
BlackRock 52 36
Cboe Global Markets 260 36
Charles Schwab 1,881 107
CME Group 250 46
Goldman Sachs Group 187 60
Intercontinental Exchange 671 76
MarketAxess Holdings 53 14
Moody's 171 59
Morgan Stanley 1,247 107
MSCI 54 25
S&P Global 228 91
State Street 84 6
    739
Consumer Finance 0.4%    
American Express 444 78
Capital One Financial 128 14
Discover Financial Services 148 17
    109
Financial Services 5.1%    
Apollo Global Management 551 42
Berkshire Hathaway, Class B (1) 1,058 361
Corebridge Financial 4,140 73
Equitable Holdings 2,178 59
Fiserv (1) 1,005 127
FleetCor Technologies (1) 469 118
Global Payments 807 79
Mastercard, Class A 676 266
13

T. ROWE PRICE U.S. EQUITY RESEARCH ETF
  Shares $ Value
(Cost and value in $000s)    
Visa, Class A 1,417 337
    1,462
Insurance 2.0%    
American International Group 2,132 123
Assurant 44 5
Chubb 741 143
Hartford Financial Services Group 1,435 103
Marsh & McLennan 336 63
MetLife 1,734 98
Progressive 38 5
RenaissanceRe Holdings 271 51
    591
Total Financials   3,801
HEALTH CARE 14.2%
Biotechnology 2.0%    
AbbVie 1,500 202
Amgen 322 71
Apellis Pharmaceuticals (1) 150 14
Biogen (1) 125 35
Gilead Sciences 618 48
Moderna (1) 125 15
Regeneron Pharmaceuticals (1) 115 83
Vertex Pharmaceuticals (1) 318 112
    580
Health Care Equipment & Supplies 3.0%    
Abbott Laboratories 806 88
Baxter International 1,300 59
Becton Dickinson 325 86
Boston Scientific (1) 408 22
Dentsply Sirona 520 21
Dexcom (1) 544 70
14

T. ROWE PRICE U.S. EQUITY RESEARCH ETF
  Shares $ Value
(Cost and value in $000s)    
Intuitive Surgical (1) 416 142
Medtronic 1,348 119
STERIS 185 42
Stryker 342 104
Teleflex 200 48
Zimmer Biomet Holdings 484 71
    872
Health Care Providers & Services 3.0%    
AmerisourceBergen 228 44
Cigna 363 102
CVS Health 98 7
Elevance Health 303 135
HCA Healthcare 84 25
Humana 165 74
McKesson 188 80
Molina Healthcare (1) 143 43
UnitedHealth Group 754 362
    872
Life Sciences Tools & Services 1.7%    
Agilent Technologies 557 67
Avantor (1) 1,300 27
Charles River Laboratories International (1) 100 21
Danaher 436 105
ICON (1) 40 10
Illumina (1) 120 22
IQVIA Holdings (1) 72 16
Mettler-Toledo International (1) 3 4
Thermo Fisher Scientific 353 184
West Pharmaceutical Services 42 16
    472
15

T. ROWE PRICE U.S. EQUITY RESEARCH ETF
  Shares $ Value
(Cost and value in $000s)    
Pharmaceuticals 4.5%    
AstraZeneca, ADR 603 43
Bristol-Myers Squibb 312 20
Eli Lilly 919 431
Johnson & Johnson 1,773 294
Merck 1,699 196
Novo Nordisk, ADR 353 57
Pfizer 2,169 80
Viatris 6,147 61
Zoetis 561 97
    1,279
Total Health Care   4,075
INDUSTRIALS & BUSINESS SERVICES 7.5%
Aerospace & Defense 1.5%    
Boeing (1) 372 78
General Dynamics 180 39
Howmet Aerospace 100 5
Huntington Ingalls Industries 110 25
L3Harris Technologies 285 56
Northrop Grumman 143 65
Raytheon Technologies 813 80
TransDigm Group 91 81
    429
Air Freight & Logistics 0.2%    
FedEx 236 59
    59
Building Products 0.3%    
Carrier Global 1,179 58
Johnson Controls International 320 22
16

T. ROWE PRICE U.S. EQUITY RESEARCH ETF
  Shares $ Value
(Cost and value in $000s)    
Trane Technologies 108 21
    101
Commercial Services & Supplies 0.5%    
Cintas 60 30
Copart (1) 310 28
Republic Services 162 25
Waste Connections 392 56
    139
Construction & Engineering 0.0%    
WillScot Mobile Mini Holdings (1) 112 5
    5
Electrical Equipment 0.3%    
AMETEX 376 61
Emerson Electric 110 10
Rockwell Automation 77 25
    96
Ground Transportation 1.2%    
Canadian Pacific Kansas City 162 13
CSX 231 8
JB Hunt Transport Services 259 47
Norfolk Southern 214 48
Old Dominion Freight Line 245 91
Saia (1) 135 46
Union Pacific 455 93
    346
Industrial Conglomerates 1.8%    
3M 230 23
General Electric 1,922 211
Honeywell International 751 156
17

T. ROWE PRICE U.S. EQUITY RESEARCH ETF
  Shares $ Value
(Cost and value in $000s)    
Roper Technologies 256 123
    513
Machinery 1.4%    
Caterpillar 130 32
Cummins 471 116
Ingersoll-Rand 1,003 66
Otis Worldwide 564 50
PACCAR 447 37
Stanley Black & Decker 950 89
    390
Passenger Airlines 0.2%    
Alaska Air Group (1) 100 6
Southwest Airlines 726 26
United Airlines Holdings (1) 276 15
    47
Professional Services 0.1%    
Broadridge Financial Solutions 200 33
    33
Trading Companies & Distributors 0.0%    
United Rentals 14 6
    6
Total Industrials & Business Services   2,164
INFORMATION TECHNOLOGY 28.1%
Communications Equipment 0.3%    
Arista Networks (1) 266 43
Cisco Systems 766 40
    83
Electronic Equipment, Instruments & Components 0.3%    
Amphenol, Class A 22 2
18

T. ROWE PRICE U.S. EQUITY RESEARCH ETF
  Shares $ Value
(Cost and value in $000s)    
Teledyne Technologies (1) 137 56
Trimble (1) 674 36
    94
IT Services 1.0%    
Accenture, Class A 873 270
Cognizant Technology Solutions, Class A 202 13
    283
Semiconductors & Semiconductor Equipment 7.3%    
Advanced Micro Devices (1) 1,128 128
Applied Materials 400 58
ASML Holding NV 63 46
Broadcom 393 341
Enphase Energy (1) 60 10
Entegris 349 39
First Solar (1) 45 9
Intel 1,900 63
KLA 219 106
Lam Research 155 100
Lattice Semiconductor (1) 300 29
Marvell Technology 723 43
Monolithic Power Systems 91 49
NVIDIA 2,296 971
ON Semiconductor (1) 690 65
Qorvo (1) 60 6
QUALCOMM 68 8
Skyworks Solutions 60 7
SolarEdge Technologies (1) 60 16
Teradyne 60 7
    2,101
Software 11.0%    
Adobe (1) 393 192
19

T. ROWE PRICE U.S. EQUITY RESEARCH ETF
  Shares $ Value
(Cost and value in $000s)    
Cadence Design Systems (1) 388 91
Descartes Systems Group (1) 300 24
DocuSign (1) 1,175 60
Fair Isaac (1) 20 16
Fortinet (1) 946 71
Gen Digital 2,672 50
Intuit 343 157
Microsoft 6,020 2,050
Salesforce.com (1) 1,249 264
ServiceNow (1) 106 60
Synopsys (1) 252 110
Zoom Video Communications, Class A (1) 76 5
Zscaler (1) 35 5
    3,155
Technology Hardware, Storage & Peripherals 8.2%    
Apple 11,617 2,253
Pure Storage, Class A (1) 1,925 71
Western Digital (1) 789 30
    2,354
Total Information Technology   8,070
MATERIALS 2.2%
Chemicals 1.4%    
Air Products & Chemicals 46 14
CF Industries Holdings 510 35
FMC 137 14
Linde 596 227
Nutrien 196 12
RPM International 304 27
Sherwin-Williams 259 69
    398
20

T. ROWE PRICE U.S. EQUITY RESEARCH ETF
  Shares $ Value
(Cost and value in $000s)    
Construction Materials 0.1%    
Vulcan Materials 183 41
    41
Containers & Packaging 0.4%    
Avery Dennison 151 26
Ball 654 38
Packaging of America 115 15
Sealed Air 324 13
WestRock 541 16
    108
Metals & Mining 0.2%    
Freeport-McMoRan 520 21
Newmont 300 13
Reliance Steel & Aluminum 30 8
Steel Dynamics 108 12
    54
Paper & Forest Products 0.1%    
West Fraser Timber (2) 345 30
    30
Total Materials   631
REAL ESTATE 2.1%
Health Care REITs 0.2%    
Welltower, REIT 594 48
    48
Industrial REITs 0.5%    
Prologis, REIT 784 96
Rexford Industrial Realty, REIT 790 42
    138
21

T. ROWE PRICE U.S. EQUITY RESEARCH ETF
  Shares $ Value
(Cost and value in $000s)    
Office REITs 0.0%    
Alexandria Real Estate Equities, REIT 54 6
    6
Real Estate Management & Development 0.0%    
CoStar Group, REIT (1) 178 16
    16
Residential REITs 0.3%    
American Homes 4 Rent, Class A, REIT 439 16
AvalonBay Communities, REIT 182 34
Camden Property Trust, REIT 28 3
Equity LifeStyle Properties, REIT 198 13
Essex Property Trust, REIT 105 25
Sun Communities, REIT 88 11
    102
Retail REITs 0.1%    
Simon Property Group, REIT 245 28
    28
Specialized REITs 1.0%    
American Tower, REIT 317 62
Digital Realty Trust, REIT 52 6
Equinix, REIT 86 68
Extra Space Storage, REIT 174 26
Public Storage, REIT 159 46
SBA Communications, REIT 251 58
Weyerhaeuser, REIT 307 10
    276
Total Real Estate   614
22

T. ROWE PRICE U.S. EQUITY RESEARCH ETF
  Shares $ Value
(Cost and value in $000s)    
UTILITIES 2.6%
Electric Utilities 1.5%    
American Electric Power 52 4
Evergy 840 49
Exelon 74 3
FirstEnergy 1,506 58
NextEra Energy 913 68
PG&E (1) 6,886 119
Southern 1,944 137
Xcel Energy 133 8
    446
Multi-Utilities 1.1%    
Ameren 613 50
CMS Energy 830 49
Dominion Energy 2,382 123
DTE Energy 418 46
Sempra Energy 240 35
WEC Energy Group 86 8
    311
Total Utilities   757
Total Common Stocks (Cost $25,490)   28,640
SHORT-TERM INVESTMENTS 0.3%
Money Market Funds 0.3%    
State Street Institutional U.S. Government Money Market Fund, 5.03% (3) 82,881 83
Total Short-Term Investments (Cost $83)   83
23

T. ROWE PRICE U.S. EQUITY RESEARCH ETF
  Shares $ Value
(Cost and value in $000s)    
SECURITIES LENDING COLLATERAL 0.1%
Investments in a Pooled Account through Securities Lending Program with State Street Bank 0.1%    
Money Market Funds 0.1%    
T. Rowe Price Government Reserve Fund, 5.13% (3)(4) 34,282 34
Total Investments in a Pooled Account through Securities Lending Program with State Street Bank   34
Total Securities Lending Collateral (Cost $34)   34
Total Investments in Securities
100.0% of Net Assets (Cost $25,607) 		  $28,757
    
   
‡ Shares are denominated in U.S. dollars unless otherwise noted.
(1) Non-income producing.
(2) All or a portion of this security is on loan at June 30, 2023. See Note 3.
(3) Seven-day yield
(4) Affiliated Companies
ADR American Depositary Receipts
REIT A domestic Real Estate Investment Trust whose distributions pass-through with original tax character to the shareholder
24

T. ROWE PRICE U.S. EQUITY RESEARCH ETF
AFFILIATED COMPANIES
($000s)
The fund may invest in certain securities that are considered affiliated companies. As defined by the 1940 Act, an affiliated company is one in which the fund owns 5% or more of the outstanding voting securities, or a company that is under common ownership or control. The following securities were considered affiliated companies for all or some portion of the six months ended June 30, 2023. Net realized gain (loss), investment income, change in net unrealized gain/loss, and purchase and sales cost reflect all activity for the period then ended.
Affiliate Net Realized Gain
(Loss) 		Changes in Net
Unrealized
Gain/Loss 		Investment
Income
T. Rowe Price Government Reserve Fund $ — $— $—++
Totals $—# $— $ —+
    
Supplementary Investment Schedule
Affiliate Value
12/31/22 		Purchase
Cost 		Sales
Cost 		Value
6/30/23
T. Rowe Price Government Reserve Fund $ — ¤ ¤ $ 34
  Total     $34^
    
++ Excludes earnings on securities lending collateral, which are subject to rebates and fees as described in Note 3.
# Capital gain distributions from mutual funds represented $0 of the net realized gain (loss).
+ Investment income comprised $0 of dividend income and $0 of interest income.
¤ Purchase and sale information not shown for cash management funds.
^ The cost basis of investments in affiliated companies was $34.
The accompanying notes are an integral part of these financial statements.
25

T. ROWE PRICE U.S. EQUITY RESEARCH ETF
June 30, 2023 Unaudited
     STATEMENT OF ASSETS AND LIABILITIES    
($000s, except shares and per share amounts)
Assets  
Investments in securities, at value (cost $25,607) $ 28,757 
Receivable for investment securities sold 66 
Dividends receivable 19 
Total assets 28,842 
Liabilities  
Payable for investment securities purchased 49 
Obligation to return securities lending collateral 34 
Investment management and administrative fees payable 7 
Total liabilities 90 
NET ASSETS $ 28,752 
Net assets consists of:  
Total distributable earnings (loss) $ 1,803 
Paid-in capital applicable to 1,065,000 shares of $0.0001 par value
capital stock outstanding; 4,000,000,000 shares authorized 		26,949 
NET ASSETS $28,752  
NET ASSET VALUE PER SHARE $ 27.00 
The accompanying notes are an integral part of these financial statements.
26

T. ROWE PRICE U.S. EQUITY RESEARCH ETF
Unaudited
     STATEMENT OF OPERATIONS    
($000s)
  6 Months
Ended
  6/30/23
Investment Income (Loss)  
Dividend income (net of foreign taxes of $1) $ 186 
Investment management and administrative expense 43 
Net investment income 143 
Realized and Unrealized Gain / Loss  
Net realized gain (loss)  
Securities (211)
In-kind redemptions 77 
Net realized loss (134)
Change in net unrealized gain / loss on securities 4,384 
Net realized and unrealized gain / loss 4,250 
INCREASE IN NET ASSETS FROM OPERATIONS $4,393  
The accompanying notes are an integral part of these financial statements.
27

T. ROWE PRICE U.S. EQUITY RESEARCH 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 $ 143    $ 233 
Net realized loss (134)   (1,373)
Change in net unrealized gain / loss 4,384    (3,527)
Increase (Decrease) in net assets from operations 4,393    (4,667)
Distributions to shareholders      
Net earnings —    (266)
Capital share transactions*      
Shares sold 1,763    5,170 
Shares redeemed (468)   (338)
Increase in net assets from capital share transactions 1,295    4,832 
Net Assets      
Increase (decrease) during period 5,688    (101)
Beginning of period 23,064    23,165 
End of period $28,752     $23,064  
*Share information      
Shares sold 70    210 
Shares redeemed (20)   (15)
Increase in shares outstanding 50    195 
The accompanying notes are an integral part of these financial statements.
28

T. ROWE PRICE U.S. EQUITY RESEARCH 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 U.S. Equity Research 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.
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. Distributions from REITs are initially recorded as dividend income and, to the extent such represent a return of capital or capital gain for tax purposes, are reclassified when such information becomes available. Non-cash dividends, if any, are recorded at the fair market value of the asset
29

T. ROWE PRICE U.S. EQUITY RESEARCH ETF
received. Proceeds from litigation payments, if any, are included in either net realized gain (loss) or change in net unrealized 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.
30

T. ROWE PRICE U.S. EQUITY RESEARCH ETF
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.
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
31

T. ROWE PRICE U.S. EQUITY RESEARCH ETF
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 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.
32

T. ROWE PRICE U.S. EQUITY RESEARCH ETF
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.
NOTE  3  –   OTHER INVESTMENT TRANSACTIONS
Consistent with its investment objective, the fund engages in the following practices to manage exposure to certain risks and/or to enhance performance. The investment objective, policies, program, and risk factors of the fund are described more fully in the fund’s prospectus and Statement of Additional Information.
Securities Lending
The fund may lend its securities to approved borrowers to earn additional income. Its securities lending activities are administered by a lending agent in accordance with a securities lending agreement. Security loans generally do not have stated maturity dates, and the fund may recall a security at any time. The fund receives collateral in the form of cash or U.S. government securities. Collateral is maintained over the life of the loan in an amount not less than the value of loaned securities; any additional collateral required due to changes in security values is delivered to the fund the next business day. Cash collateral is invested in accordance with investment guidelines approved by fund management. Additionally, the lending agent indemnifies the fund against losses resulting from borrower default. Although risk is mitigated by the collateral and indemnification, the fund could experience a delay in recovering its securities and a possible loss of income or value if the borrower fails to return the securities, collateral investments decline in value, and the lending agent fails to perform. Securities lending revenue consists of earnings on invested collateral and borrowing fees, net of any rebates to the borrower, compensation to the lending agent, and other administrative costs. In accordance with GAAP, investments made with cash collateral are reflected in the accompanying financial statements, but collateral received in the form of securities is not. At June 30, 2023, the value of loaned securities was $34,000; the value of cash collateral and related investments was $34,000.
Other
Purchases and sales of portfolio securities excluding in-kind transactions and short-term securities aggregated $6,191,000 and $6,288,000, respectively, for the six months ended June 30, 2023. Portfolio securities received and delivered through in-kind transactions aggregated $1,752,000 and $463,000, respectively, for the six months ended June 30, 2023.
33

T. ROWE PRICE U.S. EQUITY RESEARCH ETF
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 $1,239,000 of available capital loss carryforwards.
At June 30, 2023, the cost of investments (including derivatives, if any) for federal income tax purposes was $25,712,000. Net unrealized gain aggregated $3,045,000 at period-end, of which $3,941,000 related to appreciated investments and $896,000 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 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.
34

T. ROWE PRICE U.S. EQUITY RESEARCH ETF
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 0.34% 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.
Cash collateral from securities lending, if any, is invested in the T. Rowe Price Government Reserve Fund (the Price Reserve Fund), a money market fund offered as a short-term investment option to mutual funds, trusts, and other accounts managed by Price Associates or its affiliates and is not available for direct purchase by members of the public. The Price Reserve Fund does not pay investment management fees.
As of June 30, 2023, T. Rowe Price Group, Inc., or its wholly owned subsidiaries, owned 600,000 shares of the fund, representing 56% of the fund’s net assets.
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 accounts advised by Price Associates.
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 less than $1,000.
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
35

T. ROWE PRICE U.S. EQUITY RESEARCH ETF
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.
36

T. ROWE PRICE U.S. EQUITY RESEARCH ETF
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).
37

T. ROWE PRICE U.S. EQUITY RESEARCH ETF
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
38

T. ROWE PRICE U.S. EQUITY RESEARCH ETF
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 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 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 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
39

T. ROWE PRICE U.S. EQUITY RESEARCH ETF
APPROVAL OF INVESTMENT MANAGEMENT AGREEMENT (continued)
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 first quintile (Expense Group and Expense Universe) and the fund’s total expenses ranked in the first quintile (Expense Group and Expense Universe).
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
40

T. ROWE PRICE U.S. EQUITY RESEARCH ETF
APPROVAL OF INVESTMENT MANAGEMENT AGREEMENT (continued)
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).
41

This page intentionally left blank.

This page intentionally left blank.

This page intentionally left blank.

This page intentionally left blank.

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.
ETF967-051 8/23