[Federal Register Volume 91, Number 21 (Monday, February 2, 2026)]
[Notices]
[Pages 4719-4721]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2026-02005]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-104734; File No. SR-CboeBZX-2026-008]
Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of
Filing and Immediate Effectiveness of a Proposed Rule Change To Amend
the Fees Applicable to Securities Listed on the Exchange To Add Class
ETF Shares to the Category of Generically-Listed ETPs That Are Not
Required To Pay an Entry Free and to Eliminate Prorated Refunds of
Annual Fees for ETP Liquidations
January 28, 2026.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(the ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given
that on January 26, 2026, Cboe BZX Exchange, Inc. (the ``Exchange'' or
``BZX'') 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 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
Cboe BZX Exchange, Inc. (``BZX'' or the ``Exchange'') is filing
with the Securities and Exchange Commission (``Commission'' or ``SEC'')
a proposed rule change to amend the fees applicable to securities
listed on the Exchange, which are set forth in BZX Rule 14.13, Company
Listing Fees, to (i) expand the category of Generically-Listed ETPs to
include Class ETF Shares that meet the generic listing requirements
under Rule 14.11(n) and do not require an Exchange Rule Filing; and
(ii) eliminate prorated refunds for ETP liquidations. The text of the
proposed rule change is provided in Exhibit 5.
The text of the proposed rule change is also available on the
Commission's website (https://www.sec.gov/rules/sro.shtml), the
Exchange's website (https://www.cboe.com/us/equities/regulation/rule_filings/bzx/), 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 Exchange 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 these 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 aspects of such
statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
The Exchange proposes to amend the fees applicable to securities
listed on the Exchange, which are set forth in BZX Rule 14.13, Company
Listing Fees, to (i) expand the category of Generically-Listed
Exchange-Traded Products (``ETPs'') \3\ to include Class ETF Shares
that meet the generic listing requirements under Rule 14.11(n) and do
not require an Exchange Rule Filing, as defined below; and (ii)
eliminate prorated refunds for ETP liquidations. The Exchange proposes
to implement the proposed fee change February 1, 2026.
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\3\ ``Generically-Listed ETPs'' refers to Index Fund Shares,
Portfolio Depositary Receipts, Managed Fund Shares, Linked
Securities, Currency Trust Shares, and Exchange-Traded Fund 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. See Exchange Rule 14.13(b)(1)(C)(i).
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Class ETF Shares
On June 21, 2018, the Exchange amended Rule 14.13 in order to
charge an entry fee for exchange-traded products (``ETPs'') that are
not ``Generically-Listed ETPs.'' Now, the Exchange proposes to amend
its listing fees to expand the definition of Generically-Listed ETPs to
include certain Class ETF Shares that meet the generic listing
standards set forth in Exchange Rule 14.11(n) and do not require an
exchange rule filing pursuant to Section 19(b) of the Exchange Act
(``Exchange Rule Filing'').
On November 24, 2025,\4\ the Commission approved the Exchange's
[[Page 4720]]
proposed rule change to establish comprehensive generic listing
standards for Class ETF Shares under Rule 14.11(n). This approval
formalized the criteria under which Class ETF Shares may be listed
pursuant to Rule 19b-4(e) without requiring an individualized Exchange
Rule Filing under Section 19(b) of the Exchange Act. With these generic
listing standards now in effect, the Exchange proposes to align its fee
structure in Rule 14.13 to reflect this regulatory framework by
including qualifying Class ETF Shares within the definition of
``Generically-Listed ETPs'' that are exempt from the $10,000 entry fee.
This fee change recognizes that Class ETF Shares meeting the
Commission-approved generic listing standards do not present novel
regulatory issues requiring an Exchange Rule Filing and therefore
should receive the same streamlined fee treatment as other generically-
listed products.
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\4\ See Securities Exchange Act No. 104247 (November 24, 2025)
90 FR 54796 (November 28, 2025) (SR-CboeBZX-2025-076) (Notice of
Filing of Amendment No. 2 and Order Granting Accelerated Approval of
a Proposed Rule Change, as Modified by Amendment No. 2, To Adopt New
Rule 14.11(n) To Permit the Generic Listing and Trading of Class
Exchange-Traded Fund Shares).
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Currently, Exchange Rule 14.13(b)(1)(B)(v)(a) provides that a
Company that submits an application to list any ETP shall be required
to pay an entry fee to the Exchange as follows:
All ETPs, with the exception of Index Fund Shares, Portfolio
Depositary Receipts, Managed Fund Shares, Linked Securities, Currency
Trust Shares, Exchange-Traded Fund Shares, and Commodity-Based Trust
Shares that are listed on the Exchange pursuant to Rule 19b-4(e) under
the Exchange Act and for which an Exchange Rule Filing is not required
to be filed with the Commission (collectively, ``Generically-Listed
ETPs''), shall pay an entry fee of $10,000 per ETP . . .
As such, Class ETF Shares currently are subject to the $10,000
entry fee per ETP. The Exchange now proposes to amend Exchange Rule
14.13(b)(1)(B)(v)(a) to expand the category of Generically-Listed ETPs
to include Class ETF Shares that meet the generic listing criteria of
Rule 14.11(n) and thus do not require an Exchange Rule Filing. As a
result, Class ETF Shares that meet the generic listing criteria of Rule
14.11(n) would be exempt from the $10,000 entry fee.
ETP Liquidation Refunds
Pursuant to Exchange Rule 14.13(b)(2)(G), ETPs that have liquidated
and as a result are delisted from the Exchange will be prorated for the
portion of the calendar year that such issue was listed on the
Exchange, based on trading days listed that calendar year, and
refunded. The Exchange has determined that the prorated refund is not
operationally efficient for ETP liquidations. Following liquidation,
ETPs cease operations, making it necessary to engage in additional
backend processing and coordination with sponsors or other third-party
service providers in order to identify refund recipients and complete
payment. Accordingly, the Exchange will no longer provide a prorated
refund of the annual listing fee for ETP liquidations and proposes to
eliminate the above-referenced language in Rule 14.13(b)(2)(G).
2. Statutory Basis
The Exchange believes the proposed rule change is consistent with
the Act and the rules and regulations thereunder applicable to the
Exchange and, in particular, the requirements of Section 6(b) of the
Act.\5\ Specifically, the Exchange believes the proposed rule change
furthers the objectives of Section 6(b)(4) of the Act in that 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).
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Class ETF Shares
The Exchange believes that expanding the definition of Generically-
Listed ETPs to include Class ETF Shares that meet the generic listing
standards under Rule 14.11(n) is reasonable, equitable, and not
unfairly discriminatory. The proposed fee treatment aligns with the
Commission's approval of comprehensive generic listing standards for
Class ETF Shares on November 24, 2025. By exempting qualifying Class
ETF Shares from the $10,000 entry fee, the Exchange is treating these
products consistently with other ETPs that are eligible for listing
pursuant to Rule 19b-4(e) and do not require an Exchange Rule Filing.
This approach is reasonable because Class ETF Shares that satisfy the
generic listing criteria in Rule 14.11(n) do not present novel
regulatory issues and therefore do not warrant the additional entry fee
that applies to products requiring individualized rule filings.
The proposed fee structure is equitable and not unfairly
discriminatory because it applies the same fee treatment to all ETPs
based on objective, transparent criteria. Specifically, whether the
product meets Commission-approved generic listing standards and can be
listed without an Exchange Rule Filing. Class ETF Shares that meet the
Rule 14.11(n) criteria will be treated identically to Index Fund
Shares, Portfolio Depositary Receipts, Managed Fund Shares, Exchange-
Traded Fund Shares, and other Generically-Listed ETPs that are
similarly exempt from the entry fee. Conversely, Class ETF Shares that
do not meet the generic listing standards and require an Exchange Rule
Filing will continue to be subject to the $10,000 entry fee, consistent
with the treatment of other non-generically-listed products. This
uniform application of fees based on regulatory characteristics ensures
that similarly situated products are treated alike.
Furthermore, the proposed change promotes competition and
innovation by reducing barriers to entry for Class ETF Shares that
comply with established generic listing standards, thereby encouraging
the listing of products that meet investor demand without imposing
unnecessary costs on issuers of products that do not raise unique
regulatory concerns.
ETP Liquidation Refunds
The Exchange believes that eliminating prorated refunds for ETP
liquidations is reasonable, equitable, and not unfairly discriminatory.
The proposed change is reasonable because it reflects the operational
realities associated with processing refunds for liquidated ETPs.
Following liquidation, ETPs cease operations, which creates
administrative challenges in identifying appropriate refund recipients
and coordinating payment with sponsors or third-party service providers
who may no longer be actively engaged with the Exchange. The
elimination of prorated refunds reduces this administrative burden and
allows the Exchange to allocate resources more efficiently.
The proposed change is equitable and not unfairly discriminatory
because it applies uniformly to all ETPs that liquidate, regardless of
issuer, product type, or timing of liquidation. All ETP issuers are
subject to the same annual listing fee structure and the same policy
regarding refunds upon liquidation. Moreover, the annual listing fee
charged by the Exchange is consistent with fees charged by other
national securities exchanges for similar services.\6\ The elimination
of prorated refunds does not
[[Page 4721]]
alter the amount of the annual fee itself but rather clarifies that the
fee is non-refundable in the event of liquidation.
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\6\ See Securities Exchange Act No. 104626 (January 12, 2026) 91
FR 2815 (January 22, 2026) (SR-Nasdaq-2026-003) (SR-NASDAQ-2026-003)
(Notice of Filing and Immediate Effectiveness of Proposed Rule
Change To Amend the Pricing Schedule for Exchange-Traded Products To
Add Class ETF Shares, Eliminate Prorated Refunds for Liquidations,
and Make Modifications to the Designated Liquidity Provider and
Market Quality Supporter Incentive Programs).
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For these reasons, the Exchange believes the proposed rule change
satisfies the requirements of Section 6(b)(4) of the Act.
B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule change will
impose any burden on competition that is not necessary or appropriate
in furtherance of the purposes of the Act.
Class ETF Shares
The proposed expansion of the Generically-Listed ETP category to
include Class ETF Shares that meet the generic listing standards under
Rule 14.11(n) does not impose a burden on competition. Rather, the
proposal promotes competition by reducing listing costs for Class ETF
Shares that satisfy Commission-approved generic listing standards,
thereby lowering barriers to entry and encouraging product innovation.
The fee exemption applies uniformly to all Class ETF Shares that meet
the objective criteria set forth in Rule 14.11(n), without regard to
issuer identity or any other discriminatory factor. Class ETF Shares
that do not meet the generic listing standards will continue to be
subject to the $10,000 entry fee, consistent with the treatment of
other non-generically-listed products. This approach ensures
competitive equity by treating all products consistently based on their
regulatory characteristics.
The proposal does not impose a burden on intermarket competition
because other national securities exchanges remain free to establish
their own fee structures for listing Class ETF Shares and other ETPs.
To the extent the proposed fee change makes the Exchange more
attractive to issuers of Class ETF Shares that meet generic listing
standards, any competitive advantage results from the Exchange's
decision to align its fee structure with the Commission-approved
regulatory framework for these products.
ETP Liquidation Refunds
The elimination of prorated refunds for ETP liquidations does not
impose a burden on competition. The proposed change applies uniformly
to all ETPs that liquidate, regardless of issuer, product type, or any
other factor. All issuers are subject to the same annual listing fee
and the same non-refundable fee policy upon liquidation. The change
reflects operational efficiencies and does not alter the competitive
landscape among issuers or products listed on the Exchange.
The proposal does not impose a burden on intermarket competition
because other national securities exchanges maintain their own refund
policies for liquidated products, and issuers remain free to choose
among exchanges based on their respective fee structures and policies.
The Exchange's decision to eliminate prorated refunds is consistent
with industry practices and does not create any competitive
disadvantage relative to other listing venues.
For these reasons, the Exchange does not believe the proposed rule
change will impose any burden on competition that is not necessary or
appropriate in furtherance of the purposes of the Act.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
The Exchange neither solicited nor received comments on the
proposed rule change.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
The foregoing rule change has become effective pursuant to Section
19(b)(3)(A) of the Act \7\ and paragraph (f) of Rule 19b-4 \8\
thereunder. 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. If the Commission
takes such action, the Commission will institute proceedings to
determine whether the proposed rule change should be approved or
disapproved.
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\7\ 15 U.S.C. 78s(b)(3)(A).
\8\ 17 CFR 240.19b-4(f).
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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-CboeBZX-2026-008 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-CboeBZX-2026-008. 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 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-CboeBZX-2026-008 and should be submitted
on or before February 23, 2026.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\9\
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\9\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2026-02005 Filed 1-30-26; 8:45 am]
BILLING CODE 8011-01-P