Notice2026-00798
Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Its Schedule of Fees and Charges
Primary source
Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.
Published
January 16, 2026
Issuing agencies
Securities and Exchange Commission
Full Text
<html>
<head>
<title>Federal Register, Volume 91 Issue 11 (Friday, January 16, 2026)</title>
</head>
<body><pre>
[Federal Register Volume 91, Number 11 (Friday, January 16, 2026)]
[Notices]
[Pages 2160-2164]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2026-00798]
=======================================================================
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-104584; File No. SR-NYSEARCA-2025-91]
Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing
and Immediate Effectiveness of Proposed Rule Change To Amend Its
Schedule of Fees and Charges
January 13, 2026.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that
on December 31, 2025, NYSE Arca, Inc. (``NYSE Arca'' or ``Exchange'')
filed with the Securities and Exchange Commission (``Commission'') the
proposed rule change as described in Items I, II, and III below, which
Items have been prepared by the Exchange. The Commission is publishing
this notice to solicit comments on the proposed rule change from
interested persons.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to amend its Schedule of Fees and Charges
(the ``Fee Schedule'') regarding annual fees applicable to Exchange
Traded Products. The proposed rule change is available on the
Exchange's website at <a href="http://www.nyse.com">www.nyse.com</a> and at the principal office of the
Exchange.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, the self-regulatory organization
included statements concerning the purpose of, and basis for, the
proposed rule change and discussed any comments it received on the
proposed rule change. The text of those statements may be examined at
the places specified in Item IV below. The Exchange has prepared
summaries, set forth in sections A, B, and C below, of the most
significant parts of such statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule Change
1. Purpose
The Exchange proposes to amend the Fee Schedule regarding annual
fees for Exchange Traded Products (``ETPs'').\3\
---------------------------------------------------------------------------
\3\ ``Exchange Traded Products'' is defined in footnote 3 of the
current Schedule of Fees and Charges.
---------------------------------------------------------------------------
The proposed change responds to the current extremely competitive
environment for ETP listings, in which issuers can readily favor
competing venues or transfer their listings if they deem fee levels at
a particular venue to be excessive or discount opportunities available
at other venues to be more favorable. In response to the competitive
environment for listings, the Exchange proposes to amend the Fee
Schedule to (1) modify certain annual fees for ETPs set forth in the
tables in Sections 6.a., 6.b. and 6.c. of the Annual Fee section of the
Fee Schedule, and (2) modify the alternate definition of a ``High
Volume Product'' and the discounts for such products set forth in
Section 9, romanette (iii).
The Exchange proposes to implement the fee changes effective
January 2, 2026.
Proposed Rule Change
Annual fees are assessed each January in the first full calendar
year following the year of listing. Currently, the Exchange's annual
fees for ETPs are based on the number of shares outstanding per issue
and then are further differentiated based on whether or not the ETP
tracks an index, has a maturity date, or provides an expected return
over a specific outcome period.\4\ The aggregate total shares
outstanding is calculated based on the total shares outstanding as
reported by the fund issuer or fund ``family'' in its most recent
periodic filing with the Commission or other publicly available
information. Annual fees apply
[[Page 2161]]
regardless of whether any of these funds are listed elsewhere.
---------------------------------------------------------------------------
\4\ See Fee Schedule, ANNUAL FEE (PAYABLE JANUARY IN EACH
CALENDAR YEAR), Section 6.a. & Section 6.b.
---------------------------------------------------------------------------
Currently, Section 6.a. provides for annual fees as follows for
ETPs (excluding Managed Fund Shares, Active Proxy Portfolio Shares,
Managed Trust Securities, and Managed Portfolio Shares) and Exchange-
Traded Fund Shares listed under Rule 5.2-E(j)(8) that track an index,
have a maturity date, or provide an expected return over a specific
outcome period:
------------------------------------------------------------------------
Number of shares outstanding (each issue) Annual fee
------------------------------------------------------------------------
Less than 25 million.................................... $8,500
25 million up to 99,999,999............................. 15,000
100 million up to 199,999,999........................... 25,000
200 million up to 599,999,999........................... 35,000
600 million and over.................................... 30,000
------------------------------------------------------------------------
Section 6.b. sets forth the following annual fees for Managed Fund
Shares, Managed Trust Securities, Active Proxy Portfolio Shares,
Managed Portfolio Shares, and Exchange-Traded Fund Shares listed under
Rule 5.2-E(j)(8) that do not track an index:
------------------------------------------------------------------------
Number of shares outstanding (each issue) Annual fee
------------------------------------------------------------------------
Less than 25 million.................................... $10,000
25 million up to 99,999,999............................. 15,000
100 million up to 199,999,999........................... 25,000
200 million up to 599,999,999........................... 35,000
600 million and over.................................... 30,000
------------------------------------------------------------------------
The Exchange proposes to amend the annual fees reflected in
Sections 6.a. and 6.b by lowering the annual fee for ETPs between
199,999,999 shares outstanding and 249,999,999 shares outstanding and
providing a lower fee for all ETPs with 250 million shares or more
outstanding. The proposed change is intended to simplify the Fee
Schedule by harmonizing the annual fees set forth in Sections 6.a. and
6.b. for ETPs with more than 200 million shares outstanding.
The Exchange proposes to amend the fees set forth in Section 6.a.
as follows:
------------------------------------------------------------------------
Number of shares outstanding (each issue) Annual fee
------------------------------------------------------------------------
Less than 25 million.................................... $8,500
25 million up to 99,999,999............................. 15,000
100 million up to 249,999,999........................... 25,000
250 million and over.................................... 30,000
------------------------------------------------------------------------
The Exchange similarly proposes to amend Section 6.b. as below
(proposed additions underlined and proposed deletions bracketed):
------------------------------------------------------------------------
Number of shares outstanding (each issue) Annual fee
------------------------------------------------------------------------
Less than 25 million.................................... $10,000
25 million up to 99,999,999............................. 15,000
100 million up to 249,999,999........................... 25,000
250 million and over.................................... 30,000
------------------------------------------------------------------------
The Exchange believes the proposed change would simplify and lower
annual fees applicable to ETPs above 200 million shares outstanding. As
proposed, the annual fee for ETPs with between 200 million and
249,999,999 million shares outstanding would be lowered to $25,000. In
addition, by creating a single annual fee for ETPs with 250 million or
more shares outstanding, the annual fee for ETPs with between 250
million up to 599,999,999 million shares outstanding would be lowered
to $30,000 while the annual fee for ETPs with 600 million or more
shares outstanding would remain unchanged. The Exchange believes that
the proposed simplified fee structure could further incentivize issuers
to list multiple series of certain securities on the Exchange. The
Exchange further believes that the proposed fees would continue to
encourage issuers to list ETPs on the Exchange and represents a
reasonable effort by the Exchange to respond to the competitive
environment for ETP listings, particularly in conjunction with the
incentives proposed below that would offer issuers opportunities to
qualify for lower annual fees.
In addition, Section 6.c. sets forth alternative methods through
which ETPs can qualify for reduced annual fees. Specifically, ETPs with
at least $50 billion in assets under management at the time the annual
fee is billed are subject to an annual fee of $5,000 (regardless of
number of shares outstanding). Alternatively, ETPs can qualify for
reduced annual fees by achieving certain primary listing market
[[Page 2162]]
auction volume, measured by ADV calculated based on combined volume
executed in the Exchange's opening and closing auctions in the
preceding calendar year.\5\ The current reduced fees are set forth in
the following table in Section 6.c.ii.:
---------------------------------------------------------------------------
\5\ See Fee Schedule, ANNUAL FEE (PAYABLE JANUARY IN EACH
CALENDAR YEAR), Section 6.c.i. & ii, respectively.
------------------------------------------------------------------------
Primary listing market ETF auction volume (ADV) Annual fee
------------------------------------------------------------------------
50,000 shares........................................... $10,000
75,000 shares........................................... 7,500
100,000 shares.......................................... 6,500
150,000 shares.......................................... 6,000
200,000 shares.......................................... 5,000
------------------------------------------------------------------------
The Exchange proposes to simplify the reduced annual fees set forth
in Section 6.c.ii. As proposed, the ADV buckets and corresponding
annual fee would be reduced from five to three and would provide
streamlined annual fees, as follows:
------------------------------------------------------------------------
Primary listing market ETF auction volume (ADV) Annual fee
------------------------------------------------------------------------
60,000 shares or more................................... $7,500
150,000 shares or more.................................. 6,500
250,000 shares or more.................................. 5,000
------------------------------------------------------------------------
In addition, the Exchange proposes to streamline and simplify the
High Volume Products Discount in Section 9 (Additional Annual Fee
Discounts for Exchange Traded Products and Structured Products) of the
Fee Schedule.\6\ Currently, an eligible Product is considered a ``High
Volume Product'' if it has (1) 1,000,000 shares CADV averaged over 12
months or, if the Product is listed less than 12 months, 1,000,000
shares CADV averaged since the date of listing, or (2) 50,000 CADV
executed in opening and closing auctions averaged over 12 months or, if
the Product is listed less than 12 months, 1,000,000 shares CADV
averaged since the date of listing.
---------------------------------------------------------------------------
\6\ See Fee Schedule, ANNUAL FEE (PAYABLE JANUARY IN EACH
CALENDAR YEAR), Section 9(iii).
---------------------------------------------------------------------------
The Exchange proposes to amend the required amount of CADV executed
in opening and closing auctions averaged over 12 months in the second
definition. As proposed, an eligible Product would be considered a
``High Volume Product'' if it has 60,000 CADV executed in opening and
closing auctions averaged over 12 months or, if the Product is listed
less than 12 months, 1,000,000 shares CADV averaged since the date of
listing. The requirement in the second definition for Products listed
less than 12 months as well as the first alternative definition of a
High Volume Product would remain unchanged.
In addition, an issuer that lists multiple High Volume Products is
currently eligible for the following discounts, which are a discount on
the aggregate calculated annual fee for each Product from such issuer:
------------------------------------------------------------------------
Number of high volume products Discount (%)
------------------------------------------------------------------------
1-2..................................................... 7.5
3-9..................................................... 10.0
10-14................................................... 12.5
15-34................................................... 15.0
35 and above............................................ 17.5
------------------------------------------------------------------------
The Exchange proposes to simplify and streamline the discounts
available to High Volume Products. As proposed, an issuer that lists
multiple High Volume Products would be eligible for the following
discounts, which will remain a discount on the aggregate calculated
annual fee for each Product from such issuer:
<bullet> An issuer listing between 2-9 High Volume Products would
be eligible for a 10% discount for each Product;
<bullet> An issuer listing between 10 and 24 High Volume Products
would be eligible for a 15% discount for each Product; and
<bullet> An issuer listing 25 or more High Volume Products would be
eligible for a 17.5% discount for each Product.
The Exchange believes these proposed discounts on annual fees could
incentivize issuers to continue to list or transfer to list ETPs on the
Exchange, thereby promoting competition among exchanges that list ETPs,
to the benefit of market participants, and, together with the proposed
changes to annual fees described above, represent an effort by the
Exchange to compete with other venues that list ETPs.
2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Act,\7\ in general, and furthers the
objectives of Sections 6(b)(4) and (5) of the Act,\8\ in particular,
because it provides for the equitable allocation of reasonable dues,
fees, and other charges among its members, issuers and other persons
using its facilities and does not unfairly discriminate between
customers, issuers, brokers or dealers.
---------------------------------------------------------------------------
\7\ 15 U.S.C. 78f(b).
\8\ 15 U.S.C. 78f(b)(4) & (5).
---------------------------------------------------------------------------
[[Page 2163]]
The Proposed Change Is Reasonable
As discussed above, the Exchange operates in a highly competitive
market for the listing of ETPs. Specifically, ETP issuers can readily
favor competing venues or transfer listings if they deem fee levels at
a particular venue to be excessive, or discount opportunities available
at other venues to be more favorable. The Commission has repeatedly
expressed its preference for competition over regulatory intervention
in determining prices, products, and services in the securities
markets. Specifically, in Regulation NMS, the Commission highlighted
the importance of market forces in determining prices and SRO revenues
and, also, recognized that current regulation of the market system
``has been remarkably successful in promoting market competition in its
broader forms that are most important to investors and listed
companies.'' \9\
---------------------------------------------------------------------------
\9\ See Regulation NMS, 70 FR at 37499.
---------------------------------------------------------------------------
The Exchange believes that the ongoing competition among the
exchanges with respect to new listings and the transfer of existing
listings among competitor exchanges demonstrates that issuers can
choose different listing markets in response to fee changes.
Accordingly, competitive forces constrain exchange listing fees. Stated
otherwise, changes to exchange listing fees can have a direct effect on
the ability of an exchange to compete for new listings and retain
existing listings.
Given this competitive environment, the proposal represents a
reasonable attempt to attract new issuers and retain listings on the
Exchange. The Exchange's current annual fees for ETPs are based on the
number of shares outstanding per issuer and provide incentives for
issuers to list multiple series of certain securities on the Exchange.
The Exchange believes the proposed changes to the annual fees set forth
in Sections 6.a. and 6.b. are reasonable because they are intended to
simplify the Fee Schedule and lower annual fees applicable to ETPs
above 200 million shares outstanding. The Exchange proposes that, as
currently, annual fees would generally increase as the number of shares
outstanding increases (which would continue to reduce the barriers to
entry and incentivize enhanced competition among issuers of ETPs), but
proposes that the annual fee for ETPs with between 200 million and
249,999,999 million shares outstanding would be lowered to $25,000. In
addition, by creating a single annual fee for ETPs with 250 million or
more shares outstanding, the annual fee for ETPs with between 250
million up to 599,999,999 million shares outstanding would be lowered
to $30,000 while the annual fee for ETPs with 600 million or more
shares outstanding would remain unchanged. The Exchange believes that
the proposed simplified fee structure is reasonable because it could
further incentivize issuers to list multiple series of certain
securities on the Exchange. As such, the proposal represents a
reasonable effort by the Exchange to respond to the competitive
environment for ETP listings, particularly in conjunction with the
proposed changes to the method for ETPs to qualify for lower annual
fees by achieving primary listing market auction volume that would
largely lower reduced annual fees by streamlining and simplifying the
ADV requirements. Finally, the proposed changes to the High Volume
Products discounts are also reasonable because by simplifying and
streamlining the number of qualifying products and the corresponding
discount, the proposal would either not change or increase the discount
available to High Volume Products, and are thus designed to continue to
encourage issuers to add additional such products to the Exchange.
Increasing the CADV required to be executed in opening and closing
auctions averaged over 12 months to meet one of two definitions of High
Volume Products is also reasonable given the overall increase in
Exchange volumes since the discount was adopted in 2019.\10\
---------------------------------------------------------------------------
\10\ See Securities Exchange Act Release No. 87917 (January 9,
2020), 85 FR 2474 (January 15, 2020) (SR-NYSEArca-2019-93).
---------------------------------------------------------------------------
The Exchange believes that the proposal, taken together, would
reflect a competitive pricing structure designed to incentivize issuers
to list new products and transfer existing products to the Exchange,
which the Exchange believes will enhance competition both among ETP
issuers and listing venues, to the benefit of investors. The Exchange
believes the proposed changes are a reasonable effort by the Exchange
to respond to the current competitive environment in which it operates.
The Proposal Is an Equitable Allocation of Fees
The Exchange believes the proposal equitably allocates its fees
among its market participants. In the prevailing competitive
environment, issuers can readily favor competing venues or transfer
listings if they deem fee levels at a particular venue to be excessive,
or discount opportunities available at other venues to be more
favorable. The Exchange believes that the proposed change is equitable
because the proposed annual fees and discounts for High Volume Products
would apply uniformly to all similarly situated issuers. The proposal
is an equitable allocation of fees because all issuers would continue
to be eligible to qualify for the same or reduced annual fees and High
Volume Product discounts by meeting the same qualifying criteria.
Moreover, the proposed fees would be equitably allocated among issuers
because issuers would continue to qualify for an annual fee or discount
under criteria applied uniformly to all such issuers. For the same
reasons, the proposal neither targets nor will it have a disparate
impact on any particular category of market participant.
The Proposal Is Not Unfairly Discriminatory
The Exchange believes that the proposal is not unfairly
discriminatory. In the prevailing competitive environment, issuers are
free to list elsewhere if they believe that alternative venues offer
them better value. The Exchange believes the proposed change is not
unfairly discriminatory because it is intended to provide for
simplified annual fees that would generally apply equally to all ETPs
listed on the Exchange, based on the number of shares outstanding. The
proposed methods through which an issuer could qualify for reduced
annual fees are also not unfairly discriminatory, as all issuers would
be eligible to qualify for reduced annual fees based on the same
criteria. Finally, the proposed discounts for High Volume Products
would incentivize all issuers to list or transfer additional such
products to the Exchange in order to qualify for the discounts.
Finally, the Exchange believes that it is subject to significant
competitive forces, as described below in the Exchange's statement
regarding the burden on competition.
For the foregoing reasons, the Exchange believes that the proposal
is consistent with the Act.
B. Self-Regulatory Organization's Statement on Burden on Competition
In accordance with Section 6(b)(8) of the Act,\11\ the Exchange
believes that the proposed rule change would not impose any burden on
competition that is not necessary or appropriate in furtherance of the
purposes of the Act. Instead, as discussed above, the Exchange believes
that the proposed change would encourage competition by simplifying
[[Page 2164]]
and streamlining the annual fees for ETPs and discounts for High Volume
Products. The Exchange believes that the proposed opportunities to
qualify for lower annual fees could incentivize enhanced competition
among issuers of ETPs and could encourage issuers to list additional
products on the Exchange. The proposed rule changes reflect a
competitive pricing structure designed to incentivize issuers to list
and transfer new products on the Exchange, which the Exchange believes
will enhance competition both among ETP issuers and listing venues, to
the benefit of investors. As noted, the market for listing services is
extremely competitive. Issuers have the option to list their securities
on these alternative venues based on the fees charged and the value
provided by each listing exchange. Because issuers have a choice to
list their securities on a different national securities exchange, the
Exchange does not believe that the proposed change imposes a burden on
competition.
---------------------------------------------------------------------------
\11\ 15 U.S.C. 78f(b)(8).
---------------------------------------------------------------------------
Intramarket Competition. The proposed change is a competitive
pricing structure designed to encourage issuers to list and transfer
ETPs to list on the Exchange. The Exchange believes the proposal would
enhance competition among ETP issuers, to the benefit of investors. The
Exchange does not believe the proposed change would burden intramarket
competition as it seeks to streamline and harmonize the annual fees for
ETPs listed on the Exchange and offer the same opportunities to qualify
for reduced annual fees and High Volume Product discounts to all
issuers. Accordingly, the Exchange believes that the proposed change
would apply to and potentially benefit all issuers equally and thus
would not impose a disparate burden on competition among market
participants on the Exchange.
Intermarket Competition. The Exchange operates in a highly
competitive listings market in which issuers can readily choose
alternative listing venues. In such an environment, the Exchange must
adjust its fees and discounts to remain competitive with other
exchanges competing for the same listings. The Exchange believes that
the proposed rule change could enhance competition among ETP listing
venues by simplifying the annual fees for listing ETPs on the Exchange
and the qualification for reduced annual fees and High Volume Product
discounts. The Exchange believes that the proposal is a competitive
proposal designed to enhance pricing competition among listing venues.
Because competitors are free to modify their own fees and discounts in
response, and because issuers may readily adjust their listing
decisions and practices, the Exchange does not believe its proposed
change would impose any burden on intermarket competition.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
No written comments were solicited or received with respect to the
proposed rule change.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
Pursuant to Section 19(b)(3)(A)(ii) of the Act,\12\ and Rule 19b-
4(f)(2) thereunder \13\ the Exchange has designated this proposal as
establishing or changing a due, fee, or other charge imposed on any
person, whether or not the person is a member of the self-regulatory
organization, which renders the proposed rule change effective upon
filing. At any time within 60 days of the filing of the proposed rule
change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act.
---------------------------------------------------------------------------
\12\ 15 U.S.C. 78s(b)(3)(A)(ii).
\13\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------
IV. Solicitation of Comments
Interested persons are invited to submit written data, views and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:
Electronic Comments
<bullet> Use the Commission's internet comment form (<a href="https://www.sec.gov/rules/sro.shtml">https://www.sec.gov/rules/sro.shtml</a>); or
<bullet> Send an email to <a href="/cdn-cgi/l/email-protection#4032352c256d232f2d2d252e3433003325236e272f36"><span class="__cf_email__" data-cfemail="cdbfb8a1a8e0aea2a0a0a8a3b9be8dbea8aee3aaa2bb">[email protected]</span></a>. Please include
file number SR-NYSEARCA-2025-91 on the subject line.
Paper Comments
<bullet> Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.
All submissions should refer to file number SR-NYSEARCA-2025-91. This
file number should be included on the subject line if email is used. To
help the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's internet website (<a href="https://www.sec.gov/rules/sro.shtml">https://www.sec.gov/rules/sro.shtml</a>). Copies of the filing will be available for inspection and
copying at the principal office of the Exchange. Do not include
personal identifiable information in submissions; you should submit
only information that you wish to make available publicly. We may
redact in part or withhold entirely from publication submitted material
that is obscene or subject to copyright protection.
All submissions should refer to file number SR-NYSEARCA-2025-91 and
should be submitted on or before February 6, 2026.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\14\
---------------------------------------------------------------------------
\14\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------
J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2026-00798 Filed 1-15-26; 8:45 am]
BILLING CODE 8011-01-P
</pre><script data-cfasync="false" src="/cdn-cgi/scripts/5c5dd728/cloudflare-static/email-decode.min.js"></script></body>
</html>Indexed from Federal Register on January 16, 2026.
This is legal information, not legal advice. Laws vary by jurisdiction and change frequently. Always verify current law with official sources and consult a licensed attorney in your jurisdiction for advice on your specific situation.