Notice2026-02580
Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Its Schedule of Fees
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Published
February 10, 2026
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 91 Issue 27 (Tuesday, February 10, 2026)</title>
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[Federal Register Volume 91, Number 27 (Tuesday, February 10, 2026)]
[Notices]
[Pages 5965-5968]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2026-02580]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-104769; File No. SR-NYSEARCA-2026-10]
Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing
and Immediate Effectiveness of Proposed Rule Change To Amend Its
Schedule of Fees
February 5, 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 January 30, 2026, NYSE Arca, Inc. (``NYSE Arca'' or the
``Exchange'') filed with the Securities and Exchange Commission
(``Commission'') the proposed rule change as described in Items I, 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.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to amend its Schedule of Fees and Charges
(the ``Fee Schedule'') to adopt annual fees for Class ETF Shares listed
under recently adopted Rule 5.2-E(j)(9).The Exchange proposes to
implement the rule change on February 2, 2026. 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.
[[Page 5966]]
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 to adopt
annual fees for Class ETF Shares listed under recently adopted Rule
5.2-E(j)(9).
As described below, the Exchange does not propose different pricing
for Class ETF Shares. Rather, the Exchange proposes to incorporate
Class ETF Shares into the existing listing and annual fees charged by
the Exchange for Exchange Traded Products (``ETPs'').\3\
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\3\ ``Exchange Traded Products'' is defined in footnote 3 of the
current Schedule of Fees and Charges. The Exchange proposes to
modify the definition to include Fund Class ETF Shares.
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The proposed changes are designed to incentivize issuers to list
new Class ETF Shares, transfer existing products to the Exchange, and
maintain listings on the Exchange, which the Exchange believes will
enhance competition both among issuers and listing venues, to the
benefit of investors.
The Exchange proposes to implement the fee changes effective
February 2, 2026.
Proposed Rule Change
Annual fees for ETPs are based on the number of shares outstanding
per issuer.\4\ Currently, as set forth in section 6.a. of the Fee
Schedule, the Exchange charges the following annual fees 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:
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\4\ Annual fees are assessed each January in the first full
calendar year following the year of listing. 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 regardless of whether any
of these Funds are listed elsewhere.
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Annual
Number of shares outstanding (each issue) fee
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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
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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:
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Annual
Number of shares outstanding (each issue) fee
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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
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The Exchange proposes to charge annual fees for Class ETF Shares.
Since Class ETF Share can be actively managed or non-actively managed
(i.e., track an index), the Exchange believes that it would be
appropriate to amend both section 6.a. and section 6.b. to add Class
ETF Shares. The relatively lower annual fees charged for ETPs that are
not Managed Fund Shares and Managed Trust Securities better correlate
with the ongoing Exchange costs associated with listing and trading
Fund Shares that are non-actively managed, including costs related to
issuer services, listing administration, product development and
regulatory oversight. For similar reasons, the Exchange believes that
charging Class ETF Shares that are actively managed the current annual
fees applicable to Managed Fund Shares and Managed Trust Securities
would be appropriate because those annual fees better correlate with
higher Exchange costs associated with similar actively managed products
such as Managed Fund Shares and Managed Trust Securities, including
costs related to issuer services, listing administration, product
development and regulatory oversight.
Finally, as noted above, the Exchange proposes to add Class ETF
Shares to current footnote 3 which defines the term ``Exchange Traded
Products'' for purposes of the Fee Schedule.
Each of the proposed changes described above are not otherwise
intended to address other issues, and the Exchange is not aware of any
significant problems that market participants would have in complying
with the proposed changes.
2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Act,\5\ in general, and furthers the
objectives of Sections 6(b)(4) and (5) of the Act,\6\ 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.
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\5\ 15 U.S.C. 78f(b).
\6\ 15 U.S.C. 78f(b)(4) & (5).
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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.'' \7\
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\7\ See Regulation NMS, 70 FR at 37499.
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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 establish pricing for ETPs listed under recently
adopted Rule 5.2-E(j)(9).
Annual fees for ETPs are based on the number of shares outstanding
per issuer, and then are further differentiated based on whether the
ETP is actively or non-actively managed, whether the ETP is index based
or not, with higher annual fees for ETPs that are actively managed or
not based on an index. The Exchange believes that it is reasonable to
charge annual fees for Class ETF Shares based on that same
differentiations. The Exchange believes that charging Class ETF Shares
that are non-actively managed the same annual fees the Exchange
currently charges other ETPs that are not Managed Fund Shares and
Managed Trust Securities would be reasonable because those relatively
[[Page 5967]]
lower annual fees better correlate with the ongoing Exchange costs
associated with listing and trading an ETP that is non-actively managed
or tracks an index, including costs related to issuer services, listing
administration and product development. Further, the Exchange believes
that charging Class ETF Shares that are actively managed or do not
track an index the current annual fees applicable to Managed Fund
Shares and Managed Trust Securities, which are also actively managed
products, would be reasonable because those annual fees better
correlate with the higher Exchange costs for listing and trading active
Class ETF Shares, including costs related to issuer services, listing
administration, product development and regulatory oversight.
The Proposal Is an Equitable Allocation of Fees
The Exchange believes its 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 proposed listing and annual fees for Class ETF Shares are
equitable because the proposed increased annual fees would apply
uniformly to all issuers. Moreover, the proposed fees would be
equitably allocated among issuers because issuers would continue to
qualify for the listed fee based on issuing ETPs that are Class ETF
Shares and for the annual fee based on the number of shares outstanding
and under criteria applied uniformly to all such issuers.
The proposal neither targets nor will it have a disparate impact on
any particular category of market participant. The proposed annual fees
would be applicable to all existing and potential issuers of Class ETF
Shares uniformly and in equal measure.
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 it is not unfairly discriminatory to apply
the same fees applicable to ETPs with the exception of Managed Fund
Shares and Managed Trust Securities to Fund Shares that are non-
actively managed, and to apply the same fees applicable to Managed Fund
Shares and Managed Trust Securities to Class ETF Shares that are non-
actively managed or do not track an index, because the proposed fees
would be offered on an equal basis to all issuers listing Class ETF
Shares on the Exchange. Moreover, the proposed annual fees for Class
ETF Shares would apply to issuers in the same manner as the current
annual fees for ETPs and Managed Fund Shares and Managed Trust
Securities.
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,\8\ 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 changes would encourage competition because it would
establish listing and annual fees for Class ETF Shares, thereby
encouraging issuers to develop and list additional products on the
Exchange that the Exchange believes will enhance competition both among
issuers and listing venues, to the benefit of investors. The proposal
also ensures that the fees charged by the Exchange accurately reflect
the services provided and benefits realized by listed issuers. 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 fee changes impose a burden on competition.
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\8\ 15 U.S.C. 78f(b)(8).
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Intramarket Competition. The proposed changes are designed to
attract additional listings to the Exchange by establishing listing and
annual fees for an ETPs listed under a new rule. The Exchange believes
that the proposed changes would continue to incentivize issuers to
develop and list new products, transfer existing products to the
Exchange, and maintain listings on the Exchange. The proposed fees and
discounts would be available to all issuers, and, as such, the proposed
change 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. 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 fee change can impose any burden on
intermarket competition. As such, the proposal is a competitive
proposal designed to enhance pricing competition among listing venues
and implement pricing for Class ETF Shares to reflect the revenue and
expenses associated with listing on the Exchange.
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,\9\ and Rule 19b-
4(f)(2) thereunder \10\ 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.
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\9\ 15 U.S.C. 78s(b)(3)(A)(ii).
\10\ 17 CFR 240.19b-4.
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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:
[[Page 5968]]
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#87f5f2ebe2aae4e8eaeae2e9f3f4c7f4e2e4a9e0e8f1"><span class="__cf_email__" data-cfemail="e193948d84cc828e8c8c848f9592a1928482cf868e97">[email protected]</span></a>. Please include
file number SR-NYSEARCA-2026-10 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-2026-10. 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-2026-10 and should be submitted
on or before March 3, 2026.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\11\
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\11\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2026-02580 Filed 2-9-26; 8:45 am]
BILLING CODE 8011-01-P
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