[Federal Register Volume 90, Number 112 (Thursday, June 12, 2025)]
[Notices]
[Pages 24839-24844]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2025-10642]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-103203; File No. SR-NYSETEX-2025-16]
Self-Regulatory Organizations; NYSE Texas, Inc.; Notice of Filing
and Immediate Effectiveness of Proposed Rule Change To Amend Its Fee
Schedule To Adopt Listing and Annual Fees
June 6, 2025.
Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby given
that, on June 5, 2025, the NYSE Texas, Inc. (``NYSE Texas'' or the
``Exchange'') filed with the Securities and Exchange Commission (the
``Commission'') the proposed rule change as described in Items I, II,
and III below, which Items have been prepared by the self-regulatory
organization. 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\ 15 U.S.C. 78a.
\3\ 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 Fee Schedule to adopt listing
and annual fees applicable to Exchange Traded Products and Structured
Products, as well as related annual fee discounts for such products.
The Exchange proposes to implement these fees effective June 5,
2025.\4\ The proposed rule change is available on the Exchange's
website at www.nyse.com, at the principal office of the Exchange, and
at the Commission's Public Reference Room.
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\4\ The Exchange previously filed to amend the Fee Schedule on
May 19, 2025 (SR-NYSETEX-2025-12), then withdrew such filing and
amended the Fee Schedule on May 29, 2025 (SR-NYSETEX-2025-15), which
latter filing the Exchange withdrew on June 5, 2025.
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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,
[[Page 24840]]
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 its Fee Schedule to adopt listing
and annual fees applicable to Exchange Traded Products (``ETPs'') and
Structured Products, as well as related annual fee discounts for such
products.
The Exchange recently adopted substantially identical rules to
those of its affiliate NYSE Arca, Inc. (``NYSE Arca'') for the
qualification and listing of ETPs on the Exchange.\5\ The Exchange
accordingly proposes listing and annual fees for ETPs and Structured
Products (as defined below) listed on the Exchange. The proposed fees
and discounts are substantially identical to the corresponding fees and
discounts on NYSE Arca,\6\ with non-substantive grammatical,
formatting, or other similar changes and conforming changes to reflect
NYSE Texas rule numbering and to replace references to NYSE Arca with
NYSE Texas.
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\5\ See Securities Exchange Act Release No. 102957 (April 29,
2025), 90 FR 19054 (May 5, 2025) (SR-NYSECHX-2025-04) (Notice of
Filing of Amendment No. 1, and Order Granting Accelerated Approval
of a Proposed Rule Change, as Modified by Amendment No. 1, to Amend
Exchange Rules 1.1, 5, 7.18, 8 and Exchange Article 22, Rules 24-
27).
\6\ The NYSE Arca Schedule of Fees and Charges for Exchange
Services (``NYSE Arca Fee Schedule'') is available at https://www.nyse.com/publicdocs/nyse/markets/nyse-arca/NYSE_Arca_Listing_Fee_Schedule.pdf.
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The proposed changes respond to the current extremely competitive
environment for product 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. The Exchange proposes a
competitive pricing structure substantially identical to that on NYSE
Arca, which is designed to incentivize issuers to list new products,
transfer existing products to the Exchange or dually-list products on
the Exchange, and maintain those 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 these fees effective June 5,
2025.
Proposed Rule Change
The Exchange proposes to locate the listing and annual fees in
Section G of the Fee Schedule, which is currently marked ``Reserved.''
Section G would be renamed ``Listing and Related Fees for Exchange
Traded Products and Structured Products.'' The Exchange would also add
five subsections to Section G, as described below.
Administrative Fees
Proposed Section G.1. of the Fee Schedule would set forth
Administrative Fees for ETPs and Structured Products. The Exchange
proposes a fee of $2,500 for each of the following administrative
changes for securities listed on the Exchange: (1) name or symbol
change; (2) change in par value; (3) changes that involve modifications
to Exchange records, such as changes of title of security or
designation; and (4) a fixed charge per application, which may include
multiple issues of securities. These fees are based on identical fees
currently in place on NYSE Arca.
Listing Fees
Proposed Section G.2. of the Fee Schedule would be titled ``Listing
Fees'' and would set forth the following listing fees for ETPs and
Structured Products listed on NYSE Texas.
ETPs
In Section G.2.A. of the Fee Schedule, the Exchange proposes the
following fees for Exchange Traded Products.\7\ The Exchange proposes
that, for purposes of the Fee Schedule and as specified in proposed
footnote 1 in Section G.2.A., ``Exchange Traded Products'' includes
securities described in NYSE Texas Rules 5.2(j)(3) (Investment Company
Units); 5.2(j)(8) (Exchange-Traded Fund Shares); 8.100 (Portfolio
Depositary Receipts); 8.200 (Trust Issued Receipts); 8.201 (Commodity-
Based Trust Shares); 8.202 (Currency Trust Shares); 8.203 (Commodity
Index Trust Shares); 8.204 (Commodity Futures Trust Shares); 8.300
(Partnership Units); 8.500 (Trust Units); 8.600 (Managed Fund Shares);
8.601 (Active Proxy Portfolio Shares); 8.700 (Managed Trust
Securities); and 8.900 (Managed Portfolio Shares). For purposes of the
Fee Schedule, ``Generically-Listed Exchange Traded Products'' are
Investment Company Units, Portfolio Depositary Receipts, Managed Fund
Shares, or Exchange-Traded Fund Shares, and Currency Trust Shares that
are listed on the Exchange pursuant to Rule 19b-4(e) under the Exchange
Act, and for which a proposed rule change pursuant to Section 19(b) of
the Exchange Act is not required to be filed with the Commission.
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\7\ Proposed Section G.2.A. corresponds to Listing Fees Section
5 in the NYSE Arca Fee Schedule.
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The Exchange proposes a listing fee of $7,500 for Exchange Traded
Products and no fee for Generically-Listed Exchange Traded Products. In
addition, under the heading titled ``Limitation on Listing Fees,'' the
Exchange also proposes that, if three or more issues of Exchange Traded
Products, other than Generically-Listed Exchange Traded Products, are
issued by the same issuer and are listed on the Exchange in the same
calendar year, such issues shall be subject to an aggregate maximum
listing fee of $22,500 for all such listed issues combined.
Like NYSE Arca, the Exchange proposes uniform listing fees for all
non-generically listed ETPs that correlate the fee to the resources
required to list such issues on the Exchange. The proposed fees and
discounts are identical to those currently in place on NYSE Arca.
Structured Products
In Section G.2.B. of the Fee Schedule, the Exchange proposes the
following listing fees for Structured Products.\8\ The Exchange
proposes that, for purposes of the Fee Schedule and as specified in
proposed footnote 2 under Section G.2.B., ``Structured Products'' are
defined as securities listed under NYSE Texas Rules 5.2(j)(2) (Equity
Linked Notes); 5.2(j)(4) (Index-Linked Exchangeable Notes); 5.2(j)(6)
(Equity Index-Linked Securities, Commodity-Linked Securities, Currency-
Linked Securities, Fixed Income Index-Linked Securities, Futures-Linked
Securities and Multifactor Indexed-Linked Securities); 5.2(j)(7) (Trust
Certificates); 8.3 (Currency and Index Warrants); and 8.400 (Paired
Trust Shares).
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\8\ Proposed Section G.2.B. corresponds to Listing Fees Section
6 in the NYSE Arca Fee Schedule.
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The Exchange proposes that the following fees, based on shares
outstanding, apply each time an issuer lists Structured Products, as
well as to the subsequent listing of additional shares of such listed
products, and the Exchange will treat each series of securities listed
as Structured Products as a separate issue. The proposed fees would be
capped at $45,000 per issue.
------------------------------------------------------------------------
Shares outstanding Fee
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Up to 1 million......................................... $5,000
1+ to 2 million......................................... 10,000
2+ to 3 million......................................... 15,000
3+ to 4 million......................................... 20,000
4+ to 5 million......................................... 25,000
5+ to 6 million......................................... 30,000
[[Page 24841]]
6+ to 7 million......................................... 30,000
7+ to 8 million......................................... 30,000
8+ to 9 million......................................... 30,000
9+ to 10 million........................................ 32,500
10+ to 15 million....................................... 37,500
In excess of 15 million................................. 45,000
------------------------------------------------------------------------
The Exchange further proposes that no listing fee will apply to
securities listed under NYSE Texas Rules 5.2(j)(2) (Equity Linked
Notes); 5.2(j)(4) (Index-Linked Exchangeable Notes); and 5.2(j)(6)
(Equity Index-Linked Securities, Commodity-Linked Securities, Currency-
Linked Securities, Fixed Income Index-Linked Securities, Futures-Linked
Securities and Multifactor Indexed-Linked Securities) that are listed
on the Exchange pursuant to Rule 19b-4(e) under the Exchange Act, and
for which a proposed rule change pursuant to Section 19(b) of the
Exchange Act is not required to be filed with the Commission.
The proposed fees and discounts are also identical to those
currently in place on NYSE Arca for Structured Products.
Annual Fees
Proposed Section G.3. would set forth annual fees for ETPs and
Structured Products listed on the Exchange. As described in proposed
footnote 3 under Section G.3., issues are subject to annual fees in the
year of listing, pro-rated based on days listed that calendar year. The
annual fees for Exchange Traded Products and Structured Products are
billed in January for the forthcoming year. The annual fees applicable
to Exchange Traded Products that have liquidated and as a result are
delisted from the Exchange will be pro-rated for the portion of the
calendar year that such issue was listed on the Exchange, based on days
listed that calendar year, and refunded.
The Exchange proposes annual fees for ETPs and Structured Products
as below.
ETPs
In Section G.3.A.,\9\ the Exchange proposes the following annual
fees for ETPs.
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\9\ Proposed Section G.3.A. corresponds to Annual Fees Section 6
in the NYSE Arca Fee Schedule.
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First, in Section G.3.A.i., the Exchange proposes the following
annual fees based on the number of shares outstanding for each issue of
Exchange Traded Products (excluding Managed Fund Shares, Active Proxy
Portfolio Shares, Managed Trust Securities and Managed Portfolio
Shares) and Exchange-Traded Fund Shares listed under NYSE Texas Rule
5.2(j)(8) that track an Index, have a maturity date, or provide an
expected return over a specific outcome period:
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Number of shares outstanding (each issue) Annual fee
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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
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These proposed fees are identical to those for ETPs on NYSE Arca.
Next, in Section G.3.A.ii., the Exchange proposes the following
annual fees based on the number of shares outstanding for each issue of
Managed Fund Shares, Managed Trust Securities, Active Proxy Portfolio
Shares, Managed Portfolio Shares and Exchange-Traded Fund Shares listed
under Rule 5.2(j)(8) that do not track an Index:
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Number of shares outstanding (each issue) Annual fee
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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
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These proposed annual fees are intended to support the anticipated
costs of listing and trading ETPs on the Exchange, including costs
related to issuer services, listing administration, and product
development. The Exchange plans to offer a comprehensive listing and
trading program, including utilization of Lead Market Makers (``LMMs'')
to foster liquidity provision and stability in the marketplace, based
on the NYSE Arca model that seeks to provide superior market quality
for securities listed on the Exchange.\10\ The Exchange believes that
the proposed fees are appropriate in that the Exchange generally
expects to expend significant resources supporting the listing and
administration of ETPs going forward.
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\10\ See Securities Exchange Act Release No. 102874 (April 16,
2025), 90 FR 16896 (April 22, 2025) (SR-NYSETEX-2025-05); see also
NYSE Texas Rules 1.1(m) (defining ``Lead Market Maker''); 7.22
(Registration of Market Makers in a Security); 7.24 (Designated
Market Maker Performance Standards).
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These proposed fees are identical to those offered on NYSE Arca and
comparable to the annual fees charged by competing exchanges on a per
product basis. On The Nasdaq Stock Market LLC (``Nasdaq''), the issuer
of a series of ETPs currently pays an annual fee of $4,000.\11\ On Cboe
BZX Exchange, Inc. (``Cboe BZX''), when an ETP first lists or has been
listed for fewer than three calendar months on the ETP's first trading
day of the year, the ETP currently pays an annual listing fee of
$4,500. Other newly listed ETPs on Cboe BZX are subject to a volume-
based fee schedule, where annual fees range from $7,000 for
consolidated average daily volume (``CADV'') of up to 10,000 shares, to
$5,000 for ETPs with a CADV greater than 1,000,000 shares.\12\
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\11\ See Nasdaq Rule 5940(b)(1). Nasdaq Rule 5940(b) applies to
a series of Portfolio Depository Receipts, Index Fund Shares,
Managed Fund Shares or other securities listed under the Nasdaq Rule
5700 Series where no other fee schedule is specifically applicable.
\12\ See Cboe BZX Rules 14.13(b)(2)(E)(ii) & (vi). On Cboe BZX,
ETPs include all securities set forth in Cboe BZX Rule 14.11. See,
e.g., Cboe BZX Rule 14.13(b)(1)(B)(v).
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Finally, in Section G.3.A.iii., the Exchange proposes that ETPs may
qualify for reduced annual fees through one of two alternatives:
Proposed Section G.3.A.iii.a. would provide that ETPs with
at least $50 billion in assets under management, at the time the annual
fee is billed, would be subject to an annual fee of $5,000 (regardless
of number of shares outstanding).
Proposed Section G.3.A.iii.b. would provide that ETPs
could qualify for reduced annual fees (as set forth in the table below)
by achieving certain primary listing market auction volume, measured by
ADV. For purposes of qualifying for this incentive, ADV would be
calculated based on combined volume executed in the Exchange's opening
and closing auctions in the preceding calendar year.
------------------------------------------------------------------------
Primary listing market ETF auction volume (ADV) Annual fee
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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
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Structured Products
In Section G.3.B.,\13\ the Exchange proposes the following annual
fees for Structured Products, based on the total number of securities
outstanding per listed issue:
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\13\ Proposed Section G.3.B. corresponds to Annual Fees Section
7 in the NYSE Arca Fee Schedule.
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Shares outstanding Fee
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Up to 6 million......................................... $10,000
6+ to 7 million......................................... 12,000
7+ to 8 million......................................... 14,000
8+ to 9 million......................................... 16,000
9+ to 10 million........................................ 18,000
10+ to 15 million....................................... 20,000
15+ to 25 million....................................... 25,000
25+ to 50 million....................................... 42,000
In excess of 50 million................................. 55,000
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[[Page 24842]]
Additional Annual Fee Discounts for Exchange Traded Products and
Structured Products
The Exchange proposes discounts for ETPs and Structured Products
that would be set forth in Section G.4. of the Fee Schedule, titled
``Additional Annual Fee Discounts for ETPs and Structured Products
(``Products'').'' \14\ Eligibility for the proposed discounts would be
subject to certain limitations, described more fully below.
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\14\ Proposed Section G.4. corresponds to Annual Fees Section 9
in the NYSE Arca Fee Schedule.
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In Section G.4.A., the Exchange proposes a ``Discount for
Multiple Series Listed under Rule 5.2(j)(6).'' Specifically, if
multiple series of securities listed under NYSE Texas Rule 5.2(j)(6)
(``ETNs'') are issued by the same issuer and are based on an identical
reference asset and leverage factor (i.e., 1X, -1X, 2X, -2X, 3X or -
3X), or are issued by the same issuer that issues five or more ETNs
based on an identical reference asset, such issuer will receive a 30%
discount off the aggregate calculated Annual Fee for such multiple
series.
The Exchange proposes to include the following example in the Fee
Schedule to illustrate how this discount would apply:
An issuer issues ETN Series A based on the S&P 500 Index with a
leverage factor of 2X and subsequently issues Series B based on the S&P
500 Index with a leverage factor of 2X. Series A has 20 million shares
outstanding and Series B has 7 million shares outstanding. The Annual
Fee, calculated separately, for Series A is $25,000 and, for Series B,
$12,000. The aggregate Annual Fee for both series is $37,000. The
aggregate Annual Fee would be reduced by 30%, and the Annual Fee for
both series combined would be $25,900.
The proposed discount is identical to that offered on NYSE Arca to
issuers of multiples series listed under Rule 5.2-E(j)(6). The Exchange
believes the proposed discount would facilitate the issuance of
additional ETN series, which may provide enhanced competition among ETN
issuers while providing a reduction in fees to certain issuers listing
additional ETN series.
In Section G.4.B., the Exchange proposes discounts for
``families'' of products, under the header ``Product Family
Discounts.'' Specifically, the Exchange proposes that an issuer that
lists multiple Products is eligible for the following discounts for the
product family, which will be a discount on the aggregate calculated
annual fee for each Product from such issuer:
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Number of products listed Discount (%)
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5-9..................................................... 5.0
10-19................................................... 7.5
20-39................................................... 10.0
40-89................................................... 12.5
90-249.................................................. 15.0
250 and above........................................... 17.5
------------------------------------------------------------------------
These proposed discounts are identical to those offered on NYSE
Arca for product families.
In Section G.4.C., the Exchange proposes a discount on
annual fees for ``High Volume Products,'' which are defined as Products
that have (i) 1,000,000 shares consolidated average daily volume
(``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 (ii) 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. A
Product transferred to the Exchange after January 1, 2025 would
automatically be considered a High Volume Product eligible for the next
highest High Volume Products discount for the calendar year in which
the transfer occurred plus the following calendar year.
As proposed, an issuer that lists multiple High Volume Products is
eligible for the following discounts, which will be a discount on the
aggregate calculated annual fee for each Product from such issuer:
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Number of high volume products Discount (%)
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1-2..................................................... 7.5
3-9..................................................... 10.0
10-14................................................... 12.5
15-34................................................... 15.0
35 and above............................................ 17.5
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These discounts are identical to discounts offered by NYSE Arca for
High Volume Products.
Finally, in Section G.4.D., the Exchange proposes an
``Exclusive Listing Discount,'' whereby product families with 50 or
more ETPs exclusively listed on NYSE Texas will receive a 12.5%
discount off the calculated annual fee for each fund listed. This
proposed discount is also identical to the discount offered by NYSE
Arca for exclusive listing.
The Exchange also proposes the following limitations on
the discounts described in this section of the Fee Schedule, set forth
under Section G.4.E., which are also identical to limitations set forth
in the NYSE Arca Fee Schedule:
[cir] The Exchange proposes that the Product Family and High Volume
Products discounts may be combined. For example, an issuer with five
listed Products, three of which qualify as High Volume Products, would
be eligible for a 5% Product Family discount plus a 10% High Volume
Products discount, for a 15% total discount for all five listed
products.
[cir] The Exchange proposes that issuers eligible for the 30%
discount for issuing more than five securities based on an identical
reference asset that also qualify for the Product Family and/or the
High Volume Products discounts for those products would receive either
the Product Family and/or the High Volume Products discount or the 30%
discount, whichever is greater.
[cir] The Exchange proposes that the Product Family, High Volume
Products, and Exclusive Listing discounts may be combined but may not
exceed a 35% discount.
The Exchange believes these proposed discounts on annual fees could
incentivize issuers 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.
Transfer Listings and Dual-Listings
Section G.5. of the Fee Schedule would set forth how the Exchange
proposes to handle transfers and dual listings of ETPs and Structured
Products.
The Exchange proposes in Section G.5.A. that an issuer that
transfers its listing from another national securities exchange will
not be subject to the Annual Fee for the remainder of the calendar year
following the date of listing on the Exchange. Proposed Section G.5.A.
is identical to the annual fee waiver for transfer listings offered by
NYSE Arca.
In Section G.5.B., the Exchange proposes that ETPs and Structured
Products that are already listed on NYSE Arca, Inc., New York Stock
Exchange LLC, or another national securities exchange will not incur
any additional fees in connection with a dual listing on the Exchange.
In other words, ETPs and Structured Products that dually list on the
Exchange will not be subject to any of the other fees proposed in this
filing. Proposed Section G.5.B. reflects the Exchange's ability to
support dually listed products and is intended to encourage dual
listings on the Exchange by not charging any additional fees for such
listings.
[[Page 24843]]
2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Act,\15\ in general, and furthers the
objectives of Sections 6(b)(4) and (5) of the Act,\16\ 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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\15\ 15 U.S.C. 78f(b).
\16\ 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.'' \17\
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\17\ See Securities Exchange Act Release No. 51808 (June 9,
2005), 70 FR 37496, 37499 (June 29, 2005) (File No. S7-10-04) (Final
Rule) (``Regulation NMS'').
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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 fees established by
those exchanges. Accordingly, competitive forces constrain exchange
listing fees. Stated otherwise, exchange listing fees can have a direct
effect on the ability of an exchange to compete for new listings.
Given this competitive environment, the proposal represents a
reasonable attempt to attract new issuers to the Exchange.
Specifically, the Exchange believes that the proposed listing and
annual fees modeled on the NYSE Arca fees are reasonable and necessary
to support the anticipated Exchange costs associated with listing and
trading ETPs and Structured Products on the Exchange, including costs
related to issuer services, listing administration, and product
development. The Exchange intends to offer a comprehensive listing and
trading program, including utilization of LMMs to foster liquidity
provision and stability in the marketplace, based on the NYSE Arca
model that seeks to provide superior market quality for securities
listed on the Exchange. The Exchange believes that the proposed fees
are appropriate in that the Exchange generally expects to expend
significant resources supporting the listing and administration of ETPs
going forward.
The Exchange also believes that the proposed fees are reasonable
because they are identical to the fees currently charged by NYSE Arca
and are comparable to the annual fees charged by other competing
exchanges on a per product basis.\18\ The proposed discounts are also
identical to the discounts offered by NYSE Arca and are also reasonable
because they are designed to encourage issuers to list additional ETPs
and Structured Products on the Exchange. The Exchange also believes
that the proposal to not charge any additional fees for dually-listed
ETPs and Structured Products is reasonable because it is intended to
encourage dual listings on the Exchange. Given the competitive
environment in which the Exchange operates, the Exchange believes that
the proposal represents a reasonable attempt to attract issuers to the
Exchange.
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\18\ See discussion accompanying notes 11-12, supra.
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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 fees for ETPs and Structured Products are equitable
because the proposed annual fees would apply uniformly to all issuers.
The proposed fees would be equitably allocated among issuers because
issuers would qualify for an annual fee based on the number of shares
outstanding and under criteria applied uniformly to all such issuers.
The proposed discounts for ETPs and Structured Products are also
equitable because the proposed discounts would apply uniformly to all
issuers and to all ETPs and Structured Products that are listed on the
Exchange either generically or pursuant to a rule filing with the
Commission.
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 prospective issuers of ETPs and Structured
Products uniformly. Moreover, all issuers would be eligible for the
proposed discounts, and all issuers would be subject to the proposed
benefits and penalties of the proposed discounts in equal measure. The
Exchange also believes that the proposal to not charge any additional
fees for dually-listed ETPs and Structured Products is equitable
because such listings generally would not cause the Exchange to incur
significant additional administrative costs and intended to incentivize
issuers to dually-list products on the Exchange, thereby promoting
competition among listing venues to the benefit of investors.
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 annual fees for ETPs and
Structured Products ae [sic] not unfairly discriminatory because the
proposed fees would be applied in the same manner and on an equal and
non-discriminatory basis to all issuers listing those products on the
Exchange during a calendar year. For the same reason, the Exchange
believes it is not unfairly discriminatory to offer combinable
discounts for ETPs and Structured Products because the discounts are
available equally to all issuers listing multiple products in those
categories on the Exchange during a calendar year. The Exchange also
believes that the proposal to not charge any additional fees for ETPs
and Structured Products that dually list on the Exchange is not
unfairly discriminatory because such listings generally would not
result in significant additional administrative costs, but would
incentivize issuers to dually-list products on the Exchange, thereby
promoting competition to the benefit of all market participants. As
noted above, the Exchange believes that the proposed discounts are
designed to incentivize issuers to list new products on the Exchange,
transfer existing products to or dually-list products on the Exchange,
and eventually to maintain their listings on the Exchange, which the
Exchange believes will enhance competition both among
[[Page 24844]]
issuers and listing venues, to the benefit of investors.
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,\19\ 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 proposal would encourage competition because it will establish
listing and annual fees for ETPs and Structured Products and provide
additional, cumulative discounts for those products, designed to
encourage issuers to develop and list products on the Exchange, which
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 alternative venues based on the fees charged
and the value provided by the respective 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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\19\ 15 U.S.C. 78f(b)(8).
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Intramarket Competition. The proposed changes are designed to
attract listings to the Exchange. The Exchange believes that the
proposed changes would incentivize issuers to develop and list new
products, transfer existing products to the Exchange or dually list
products on the Exchange, and eventually maintain those 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
establish competitive 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 fees can impose
any burden on intermarket competition. Accordingly, the Exchange
believes the proposed rule change is a competitive proposal designed to
enhance pricing competition among listing venues and implement pricing
for listings that reflects 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,\20\ and Rule 19b-
4(f)(2) thereunder \21\ 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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\20\ 15 U.S.C. 78s(b)(3)(A)(ii).
\21\ 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:
Electronic Comments
Use the Commission's internet comment form (https://www.sec.gov/rules/sro.shtml); or
Send an email to [email protected]. Please include
file number SR-NYSETEX-2025-16 on the subject line.
Paper Comments
Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.
All submissions should refer to file number SR-NYSETEX-2025-16. 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 (https://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all
written statements with respect to the proposed rule change that are
filed with the Commission, and all written communications relating to
the proposed rule change between the Commission and any person, other
than those that may be withheld from the public in accordance with the
provisions of 5 U.S.C. 552, will be available for website viewing and
printing in the Commission's Public Reference Room, 100 F Street NE,
Washington, DC 20549, on official business days between the hours of 10
a.m. and 3 p.m. Copies of the filing also 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-NYSETEX-2025-16 and should
be submitted on or before July 3, 2025.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\22\
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\22\ 17 CFR 200.30-3(a)(12).
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Vanessa A. Countryman,
Secretary.
[FR Doc. 2025-10642 Filed 6-11-25; 8:45 am]
BILLING CODE 8011-01-P