Notice2025-16702
Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of Filing of Amendment No. 1 and Order Instituting Proceedings To Determine Whether To Approve or Disapprove a Proposed Rule Change, as Modified by Amendment No. 1, To Adopt New Rule 14.11(n) To Permit the Generic Listing and Trading of Class Exchange-Traded Fund Shares
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
September 2, 2025
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 90 Issue 167 (Tuesday, September 2, 2025)</title>
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[Federal Register Volume 90, Number 167 (Tuesday, September 2, 2025)]
[Notices]
[Pages 42480-42487]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-16702]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-103789; File No. SR-CboeBZX-2025-076]
Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of
Filing of Amendment No. 1 and Order Instituting Proceedings To
Determine Whether To Approve or Disapprove a Proposed Rule Change, as
Modified by Amendment No. 1, To Adopt New Rule 14.11(n) To Permit the
Generic Listing and Trading of Class Exchange-Traded Fund Shares
August 27, 2025.
On June 2, 2025, Cboe BZX Exchange, Inc. (``Exchange'' or ``BZX'')
filed with the Securities and Exchange Commission (``Commission''),
pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act'') \1\ and Rule 19b-4 thereunder,\2\ a proposed rule change to
adopt new BZX Rule 14.11(n) to permit the generic listing and trading
of Class Exchange-Traded Fund Shares. The proposed rule change was
published for comment in the Federal Register on June 10, 2025.\3\
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ See Securities Exchange Act Release No. 103188 (June 4,
2025), 90 FR 24457 (``Notice''). The Commission has received no
comments regarding the proposed rule change.
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On July 14, 2025, pursuant to Section 19(b)(2) of the Act,\4\ the
Commission designated a longer period within which to approve the
proposed rule change, disapprove the proposed rule change, or institute
proceedings to determine whether to disapprove the proposed rule
change.\5\ On August 26, 2025, the Exchange filed Amendment No. 1 to
the proposed rule change, which amended and replaced the proposed rule
change in its entirety.\6\
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\4\ 15 U.S.C. 78s(b)(2).
\5\ See Securities Exchange Act Release No. 103453, 90 FR 33445
(July 17, 2025). The Commission designated September 8, 2025, as the
date by which the Commission shall approve or disapprove, or
institute proceedings to determine whether to disapprove, the
proposed rule change.
\6\ Amendment No. 1 to the proposed rule change is available at:
<a href="https://www.sec.gov/comments/sr-cboebzx-2025-076/srcboebzx2025076.htm/">https://www.sec.gov/comments/sr-cboebzx-2025-076/srcboebzx2025076.htm/</a>.
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The Commission is publishing this notice and order to solicit
comments on the proposed rule change, as modified by Amendment No. 1,
from interested persons and to institute proceedings pursuant to
Section 19(b)(2)(B) of the Act \7\ to determine whether to approve or
disapprove the proposed rule change, as modified by Amendment No. 1.
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\7\ 15 U.S.C. 78s(b)(2)(B).
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I. The Exchange's Description of the Proposal, as Modified by Amendment
No. 1
The Exchange is filing a proposed rule change to adopt Rule
14.11(n) to permit the generic listing and trading of Class Exchange-
Traded Fund Shares. The Exchange is also proposing to make conforming
changes to the Exchange's definitions, corporate governance
requirements under Rule 14.10(e), and other provisions of Rule 14.11 in
order to accommodate the proposed listing of Class Exchange-Traded Fund
Shares.
The text of the proposed rule change is also available on the
Exchange's website (<a href="http://markets.cboe.com/us/equities/regulation/rule_filings/bzx/">http://markets.cboe.com/us/equities/regulation/rule_filings/bzx/</a>) and at the Exchange's Office of the Secretary.
[[Page 42481]]
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
This Amendment No. 1 to SR-CboeBZX-2025-076 amends and replaces in
its entirety the proposal as originally submitted on June 2, 2025. The
Exchange submits this Amendment No. 1 in order to clarify certain
points and add additional details to the proposal.
The Exchange proposes to adopt new Rule 14.11(n) for the purpose of
permitting the generic listing and trading, or trading pursuant to
unlisted trading privileges, of Class Exchange-Traded Fund (``ETF'')
Shares.\8\ The Exchange is also proposing to make conforming changes to
the Exchange's definitions, corporate governance requirements under
Rule 14.10(e), and other provisions of Rule 14.11 in order to
accommodate the proposed listing of Class ETF Shares.
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\8\ The Exchange notes that it had previously submitted a
version of this filing on April 15, 2024. See Securities Exchange
Act Release No. 34-100034 (May 1, 2024) 89 FR 35255 (SR-CboeBZX-
2024-026). On November 8, 2024, that filing was withdrawn and the
Exchange submitted another filing. See Securities Exchange Act
Release No. 101655 (November 25, 2024) 89 FR 92989 (SR-CboeBZX-2024-
112). On June 2, 2025, the Exchange withdrew that filing and
submitted this proposal.
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Consistent with ETF Shares listed under the generic listing
standards in Rule 14.11(l), Class ETF Shares would be permitted to be
listed and traded on the Exchange without prior Commission approval
order or notice of effectiveness pursuant to Section 19(b) of the
Act.\9\
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\9\ Rule 19b-4(e)(1) provides that the listing and trading of a
new derivative securities product by a self-regulatory organization
(``SRO'') is not deemed a proposed rule change, pursuant to
paragraph (c)(1) of Rule 19b-4, if the Commission has approved,
pursuant to Section 19(b) of the Act, the SRO's trading rules,
procedures and listing standards for the product class that would
include the new derivative securities product and the SRO has a
surveillance program for the product class. As contemplated by this
Rule 14.11(n), the Exchange proposes new Rule 14.11(n) to establish
generic listing standards for Class ETF Shares that are permitted of
the ETF Class that would be required to operate as an ETF pursuant
to the Multi-Class Fund Exemptive Relief (as defined herein) and be
in compliance with the conditions and requirements of Rule 6c-11
under the Investment Company Act of 1940 (the ``Investment Company
Act''), except as noted in the Multi-Class Fund Exemptive Relief.
Class ETF Shares listed under proposed Rule 14.11(n) would therefore
not need a separate proposed rule change pursuant to Rule 19b-4
before it can be listed and traded on the Exchange.
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Background
There are numerous applications for exemptive relief for Class ETF
Shares currently before the Commission \10\ that request exemptive
relief similar to that previously granted to other funds.\11\ This
proposal would provide for the ``generic'' listing and/or trading of
Class ETF Shares under proposed Rule 14.11(n) on the Exchange.
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\10\ See e.g., DFA Investment Dimensions Group Inc. and
Dimensional Investment Group Inc., (amendment filed March 31, 2025);
F/m Investments LLC (amendment filed April 10, 2025); Fidelity
Hastings Street Trust and Fidelity Management & Research Company
(amendment filed April 11, 2025); Morgan Stanley Institutional Fund
Trust and Morgan Stanley Investment Management Inc. (amendment filed
April 11, 2025); BlackRock Funds (amendment filed April 15, 2025);
Guinness Atkinson Funds (amendment filed April 17, 2025);
Metropolitan West Funds, TCW ETF Trust, and TCW Funds, Inc.
(amendment filed April 22, 2025); and Northern Funds and Northern
Trust Investments, Inc. (amendment filed May 2, 2025).
\11\ Infra note 12.
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Starting in 2000, the Commission began granting limited relief for
The Vanguard Group, Inc. (``Vanguard'') to offer certain index-based
open-end management investment companies with Class ETF Shares.\12\
After this relief was granted, there was limited public discourse about
Class ETF Shares until 2019, when the prospect of providing blanket
exemptive relief to Class ETF Shares was addressed in the Commission's
adoption of Rule 6c-11 (the ``ETF Rule'') \13\ under the Investment
Company Act of 1940 (the ``Investment Company Act''). The ETF Rule
permits ETFs that satisfy certain conditions to operate without the
expense or delay of obtaining an exemptive order. However, the ETF Rule
did not provide blanket exemptive relief to allow for Class ETF Shares
as part of the final rule. Instead, the Commission concluded that Class
ETF Shares should request relief through the exemptive application
process so that the Commission may assess all relevant policy
considerations in the context of the facts and circumstances of
particular applicants. The Exchange adopted Rule 14.11(l) \14\ shortly
after the implementation of the ETF Rule and, because there were no
exemptive applications before the Commission, the Exchange did not
propose to include any language comparable to what is being proposed
herein.
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\12\ See Vanguard Index Funds, Investment Company Act Release
Nos. 24680 (Oct. 6, 2000) (notice) and 24789 (Dec. 12, 2000)
(order). The Commission itself, as opposed to the Commission staff
acting under delegated authority, considered the original Vanguard
application and determined that the relief was appropriate in the
public interest and consistent with the protection of investors and
the purposes fairly intended by the policy and provisions of the
Investment Company Act. In the process of granting the order, the
Commission also considered and denied a hearing request on the
original application, as reflected in the final Commission order.
See also the Vanguard Group, Inc., Investment Company Act Release
Nos. 26282 (Dec. 2, 2003) (notice) and 26317 (Dec. 30, 2003)
(order); Vanguard International Equity Index Funds, Investment
Company Act Release Nos. 26246 (Nov. 3, 2003) (notice) and 26281
(Dec. 1, 2003) (order); Vanguard Bond Index Funds, Investment
Company Act Release Nos. 27750 (Mar. 9, 2007) (notice) and 27773
(April 2, 2007) (order) (collectively referred to as the ``Vanguard
Orders'').
\13\ See Securities Exchange Act Release No. 33-10695 (September
25, 2019) 84 FR 57162 (October 24, 2019) (the ``ETF Rule Adopting
Release'').
\14\ See Securities Exchange Act No. 88566 (April 6, 2020) 85 FR
20312 (April 10, 2020) (SR-CboeBZX-2019-097) (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 BZX
Rule 14.11(l) Governing the Listing and Trading of Exchange-Traded
Fund Shares).
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As noted above, a number of applications for exemptive relief to
permit the applicable fund to offer Class ETF Shares (the
``Applications'') have been submitted to the Commission starting in
early 2023. In general, the Applications state that the ability of a
fund to offer Class ETF Shares, i.e., both a class of mutual fund
shares (each such class, a ``Mutual Fund class'' and such shares
``Mutual Fund Shares'') and ETF Shares, could be beneficial to the fund
and to shareholders of each type of class for various reasons,
including more efficient portfolio management, better secondary market
trading opportunities, and cost efficiencies, among others.\15\ The
Commission has granted by order specific exemptive relief (``Multi-
Class Fund Exemptive Relief'') under the Investment Company Act on
[DATE], that permits, subject to certain conditions and requirements, a
Multi-Class Fund (as defined below) to issue Class ETF Shares (as
defined below) and one or more classes of shares that are not exchange-
traded, among other things.\16\
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\15\ Supra note 10.
\16\ The Exchange will amend this filing to add a cite to the
Multi-Class Fund Exemptive Relief when that becomes available.
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[[Page 42482]]
Proposal
Proposed Rule 14.11(n)(1) provides that the Exchange will consider
for trading, whether by listing or pursuant to unlisted trading
privileges, Class ETF Shares that meet the criteria of this Rule.\17\
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\17\ To the extent that Class ETF Shares do not satisfy one or
more of the criteria in proposed Rule 14.11(n), the Exchange may
file a separate proposal under Section 19(b) of the Act in order to
list such securities on the Exchange. Any of the statements or
representations in that proposal regarding the index composition,
the description of the portfolio or reference assets, limitations on
portfolio holdings or reference assets, dissemination and
availability of index, reference asset, and intraday indicative
values (as applicable), or the applicability of Exchange listing
rules specified in any filing to list such Class ETF Shares shall
constitute continued listing requirements for the Class ETF Shares.
Further, in the event that Class ETF Shares become listed under
proposed Rule 14.11(n) and subsequently can no longer satisfy the
requirements of proposed Rule 14.11(n), such Class ETF Shares may be
listed as a series of Index Fund Shares under Rule 14.11(c) or
Managed Fund Shares under Rule 14.11(i), as applicable, as long as
the Class ETF Shares meets all listing requirements applicable under
the alternate listing rule.
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Proposed Rule 14.11(n)(2) provides that the proposed rule would be
applicable only to Class ETF Shares. Except to the extent inconsistent
with this Rule 14.11(n), or unless the context otherwise requires, the
rules and procedures of the Board of Directors shall be applicable to
the trading on the Exchange of such securities. Class ETF Shares are
included within the definition of ``security'' or ``securities'' as
such terms are used in the Rules of the Exchange.
Proposed Rule 14.11(n)(2) further provides that: (A) transactions
in Class ETF Shares will occur throughout the Exchange's trading hours;
and (B) the Exchange will implement and maintain written surveillance
procedures for Class ETF Shares.
Proposed Rule 14.11(n)(3)(A) provides that the term ``Class ETF
Shares'' shall mean shares of the ETF Class \18\ issued by a Multi-
Class Fund.\19\
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\18\ See proposed Rule 14.11(n)(3)(B).
\19\ See proposed Rule 14.11(n)(3)(C).
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Proposed Rule 14.11(n)(3)(B) provides that the term ``ETF Class''
means the class of exchange-traded shares of a Multi-Class Fund that
(i) operates as an exchange-traded fund pursuant to exemptive relief
granted by order under the Investment Company Act (``Multi-Class Fund
Exemptive Relief''), and (ii) is in compliance with the requirements of
proposed Rules 14.11(n)(4)(b) and 14.11(n)(4)(B)(i)(a)(2), discussed
below, on an initial and continued listing basis.
Proposed Rule 14.11(n)(3)(C) provides that the term ``Multi-Class
Fund'' means a registered open-end management company that (i) pursuant
to Multi-Class Fund Exemptive Relief, issues Class ETF Shares and one
or more classes of shares that are not exchange-traded, and (ii) is in
compliance with the conditions and requirements of the Multi-Class Fund
Exemptive Relief.
Proposed Rule 14.11(n)(3)(D) provides that the term ``Reporting
Authority'' in respect of a particular Multi-Class Fund means the
Exchange, an institution, or a reporting service designated by the
Exchange or by the exchange that lists Class ETF Shares (if the
Exchange is trading such securities pursuant to unlisted trading
privileges) as the official source for calculating and reporting
information relating to such Multi-Class Fund, including, but not
limited to, the amount of any dividend equivalent payment or cash
distribution to holders of Class ETF Shares, net asset value, index or
portfolio value, the current value of the portfolio of securities
required to be deposited in connection with the issuance of Class ETF
Shares, or other information relating to the issuance, redemption or
trading of Class ETF Shares. A Multi-Class Fund may have more than one
Reporting Authority, each having different functions.
Proposed Rule 14.11(n)(4) provides that the Exchange may approve
Class ETF Shares of a Multi-Class Fund for listing and/or trading
(including pursuant to unlisted trading privileges) on the Exchange
pursuant to Rule 19b-4(e) under the Act, provided that: (a) the Multi-
Class Fund is eligible to operate an ETF Class as an exchange-traded
fund pursuant to, and is otherwise in compliance with the terms and
conditions of, the Multi-Class Fund Exemptive Relief; (b) the ETF Class
is in compliance with the conditions and requirements of Rule 6c-11
under the Investment Company Act, except as noted in such Multi-Class
Fund Exemptive Relief; and (c) the ETF Class and the Multi-Class Fund
each satisfies the requirements of this Rule 14.11(n), as applicable,
on an initial and continued listing basis.
Proposed Rule 14.11(n)(4)(A) provides that the requirements of
paragraph (4) of this Rule must be satisfied by the Multi-Class Fund
issuing the Class ETF Shares on an initial and continued listing basis.
The Multi-Class Fund with respect to such Class ETF Shares must also
satisfy the following criteria on an initial and, except for sub-
paragraph (i) below, continued listing basis. Further, proposed Rule
14.11(n)(4)(A) provides that: (i) for each Multi-Class Fund, the
Exchange will establish a minimum number of Class ETF Shares required
to be outstanding at the time of commencement of trading on the
Exchange; (ii) if an index underlying a Multi-Class Fund is maintained
by a broker-dealer or fund adviser, the broker-dealer or fund adviser
shall erect and maintain a ``fire wall'' around the personnel who have
access to information concerning changes and adjustments to the index,
and the index shall be calculated by a third party who is not a broker-
dealer or fund adviser. If the investment adviser to an actively
managed Multi-Class Fund is affiliated with a broker-dealer, such
investment adviser shall erect and maintain a ``fire wall'' between the
investment adviser and the broker-dealer with respect to access to
information concerning the composition and/or changes to such Multi-
Class Fund's portfolio; and (iii) any advisory committee, supervisory
board, or similar entity that advises a Reporting Authority or that
makes decisions on the composition, methodology, and related matters of
an index underlying a Multi-Class Fund, must implement and maintain, or
be subject to, procedures designed to prevent the use and dissemination
of material non-public information regarding the applicable index. For
actively managed Multi-Class Funds, personnel who make decisions on the
portfolio composition must be subject to procedures designed to prevent
the use and dissemination of material, non-public information regarding
the applicable portfolio.
Proposed Rule 14.11(n)(4)(B) provides that Class ETF Shares of each
Multi-Class Fund will be listed and traded on the Exchange subject to
application of the continued listing criteria therein. Proposed Rule
14.11(n)(4)(B)(i) provides that the Exchange will consider the
suspension of trading in, and will commence delisting proceedings under
Rule 14.12 for, Class ETF Shares under any of the following
circumstances: (a) if the Exchange becomes aware that, with respect to
the Class ETF Shares: (1) the Multi-Class Fund is no longer eligible to
operate an ETF Class as an exchange-traded fund pursuant to, or is
otherwise no longer in compliance with the terms and conditions of, the
Multi-Class Fund Exemptive Relief; or (2) the ETF Class is no longer in
compliance with the conditions and requirements of Rule 6c-11 under the
Investment Company Act, except as noted in such Multi-Class Fund
Exemptive Relief; (b) if any of the other listing requirements set
forth in this Rule are not continuously maintained; (c) if, following
the initial twelve-month period after commencement of trading on the
Exchange of the Class ETF Shares, there are fewer than 50
[[Page 42483]]
beneficial holders of the Class ETF Shares for 30 or more consecutive
trading days; or (d) if such other event shall occur or condition
exists which, in the opinion of the Exchange, makes further dealings on
the Exchange inadvisable. Proposed Rule 14.11(n)(4)(B)(ii) provides
that with respect to the Class ETF Shares, upon termination of the
Multi-Class Fund or the ETF Class, as the case may be, the Exchange
requires that the Class ETF Shares be removed from Exchange listing.
Proposed Rule 14.11(n)(5) provides that neither the Exchange, the
Reporting Authority, nor any agent of the Exchange shall have any
liability for damages, claims, losses or expenses caused by any errors,
omissions, or delays in calculating or disseminating any current index
or portfolio value; the current value of the portfolio of securities
required to be deposited to the Multi-Class Fund in connection with the
issuance of Class ETF Shares; the amount of any dividend equivalent
payment or cash distribution to holders of Class ETF Shares; net asset
value; or other information relating to the purchase, redemption, or
trading of Class ETF Shares, resulting from any negligent act or
omission by the Exchange, the Reporting Authority, or any agent of the
Exchange, or any act, condition, or cause beyond the reasonable control
of the Exchange, its agent, or the Reporting Authority, including, but
not limited to, an act of God; fire; flood; extraordinary weather
conditions; war; insurrection; riot; strike; accident; action of
government; communications or power failure; equipment or software
malfunction; or any error, omission, or delay in the reports of
transactions in one or more underlying securities.
The Exchange is also proposing to make corresponding amendments to
include Class ETF Shares in other Exchange rules, which are intended to
align the treatment of the proposed products with how other open-end
management investment company shares (e.g., ETF Shares, Index Fund
Shares, and Managed Fund Shares) are treated under the Exchange's
rules. First, the Exchange is proposing to add Class ETF Shares to the
definition of UTP Security in Rule 1.5(ee) and to amend Rule
14.11(c)(3)(A)(i)(a) in order to include Class ETF Shares in the
definition of Derivative Securities Products. The Exchange believes
this is appropriate to ensure that Class ETF Shares are treated
consistently with other open-end management investment company shares
listed on the Exchange such as ETF Shares, Index Funds Shares, and
Managed Fund Shares.
Second, the Exchange proposes to amend Rule 14.10(e)(1)(E)(ii) to
exempt Class ETF Shares from the requirements of Rule 14.10(i)(1) in
connection with the acquisition of the stock or assets of an affiliated
registered investment company in a transaction that complies with Rule
17a-8 under the Investment Company Act and does not otherwise require
shareholder approval under the Investment Company Act and the rules
thereunder or any other Exchange rule.\20\
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\20\ Rule 14.10(1)(F) provides that issuers whose only
securities listed on the Exchange are non-voting preferred
securities, debt securities or Derivative Securities, are exempt
from the requirements relating to Independent Directors (as set
forth in Rule 14.10(c)(2)), Compensation Committees (as set forth in
Rule 14.10(c)(4)), Director Nominations (as set forth in Rule
14.10(c)(5)), Code of Conduct (as set forth in Rule 14.10(d)), and
Meetings of Shareholders (as set forth in Rule 14.10(f)). In
addition, these issuers are exempt from the requirements relating to
Audit Committees (as set forth in Rule 14.10(c)(3)), except for the
applicable requirements of SEC Rule 10A-3. Notwithstanding, if the
issuer also lists its common stock or voting preferred stock, or
their equivalent on the Exchange it will be subject to all the
requirements of Exchange Rule 14.10.
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Third, the Exchange proposes to amend the definition of
``Derivative Securities'' in Rule 14.10(e)(1)(F)(ii) to add Class ETF
Shares so the exclusions applicable to Derivative Securities in Rule
14.10 will also apply to Class ETF Shares. The Exchange believes this
is appropriate to ensure that Class ETF Shares are treated consistently
with other open-end management investment company shares listed on the
Exchange such as ETF Shares, Index Fund Shares, and Managed Fund
Shares. In addition, these issuers are exempt from the requirements
relating to Audit Committees (as set forth in Rule 14.10(c)(3)), except
for the applicable requirements of SEC Rule 10A-3.\21\
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\21\ Id.
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Discussion
Proposed Rule 14.11(n) is based on Rule 14.11(l) related to the
listing and trading of ETF Shares on the Exchange, which are issued
under the Investment Company Act and qualify as ETF Shares under Rule
6c-11. ETF Shares are similar to Class ETF Shares because the ETF Class
is required to operate as an ETF pursuant to the Multi-Class Fund
Exemptive Relief and be in compliance with the conditions and
requirements of Rule 6c-11 under the Investment Company Act (except as
noted in the Multi-Class Fund Exemptive Relief'').\22\ The proposed
Class ETF Shares generic listing rules would apply only to the class of
shares that are exchange-traded. Because the ETF Class would be
required to comply, among other things, with the conditions and
requirements of Rule 6c-11 under the Investment Company Act, similar to
ETF Shares under Rule 14.11(l), the Exchange believes that using Rule
14.11(l) as the basis for proposed Rule 14.11(n) is appropriate.
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\22\ See supra note16.
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The Exchange believes that the proposal is designed to prevent
fraudulent and manipulative acts and practices because the Exchange
will perform ongoing surveillance of Class ETF Shares listed on the
Exchange in order to ensure that (a) the Multi-Class Fund is, and
continues to be, eligible to operate an ETF Class as an exchange-traded
fund pursuant to, and is otherwise in compliance with, the terms and
conditions of, the Multi-Class Fund Exemptive Relief; (b) the ETF Class
continues to be compliant with the conditions and requirements of Rule
6c-11 under the Investment Company Act, except as noted in such Multi-
Class Fund Exemptive Relief; and (c) the ETF Class and the Multi-Class
Fund each satisfies the requirements of Rule 14.11(n), as applicable,
on an initial and continued basis. The Exchange believes that the
manipulation concerns are mitigated by a combination of the Exchange's
surveillance procedures, the Exchange's ability to halt trading under
proposed Rule 14.11(n)(4)(B)(ii), and the Exchange's ability to suspend
trading and commence delisting proceedings under proposed Rule
14.11(n)(4)(B)(i). The Exchange will halt trading in the Class ETF
Shares under the conditions specified in Rule 11.18, ``Trading Halts
Due to Extraordinary Market Volatility.'' The Exchange also believes
that such concerns are further mitigated by enhancements to the
arbitrage mechanism that have come from Rule 6c-11, specifically the
additional flexibility provided through the use of custom baskets for
creations and redemptions and the additional information made available
to the public through the additional daily website disclosure
obligations applicable under Rule 6c-11.\23\ The Exchange also notes
that there are firewall and other information barrier restrictions in
place in the proposed rule text.\24\ The Exchange believes that the
combination of these factors will act to keep Class ETF Shares trading
near the value of their underlying holdings
[[Page 42484]]
and further mitigate concerns around manipulation of Class ETF Shares
on the Exchange. The Exchange will monitor for compliance to ensure
that (i) the Multi-Class Fund is, and continues to be, eligible to
operate an ETF Class as an exchange-traded fund pursuant to, and is in
otherwise compliance with, the terms and conditions of, the Multi-Class
Fund Exemptive Relief, (ii) the ETF Class continues to be compliant
with the conditions and requirements of Rule 6c-11 under the Investment
Company Act, except as noted in such Multi-Class Fund Exemptive Relief,
and (iii) the ETF Class and the Multi-Class Fund each satisfies the
requirements of 14.11(n), as applicable, on an initial and continuing
basis. Specifically, the Exchange will review the website of Class ETF
Shares listed on the Exchange in order to ensure that the requirements
of Rule 6c-11 are being met. The Exchange will also employ numerous
intraday alerts that will notify Exchange personnel of trading activity
throughout the day that is potentially indicative of certain
disclosures not being made accurately or the presence of other unusual
conditions or circumstances that could be detrimental to the
maintenance of a fair and orderly market. As a backstop to the
surveillances described above, the Exchange also notes that Rule
14.11(a) would require an issuer of Class ETF Shares to notify the
Exchange of any failure to comply with the requirements of proposed
Rule 14.11(n), the Multi-Class Fund Exemptive Relief, or Rule 6c-11
under the Investment Company Act.
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\23\ The Exchange notes that the Commission came to a similar
conclusion in several places in the ETF Rule Adopting Release. See
ETF Rule Adopting Rule Adopting Release at 15-18; 60-61; 69-70; 78-
79; 82-84; and 95-96.
\24\ See proposed Rule 14.11(n)(4)(A)(ii).
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The Exchange may suspend trading in and commence delisting
proceedings for Class ETF Shares where such securities are not in
compliance with the applicable listing standards or where the Exchange
believes that further dealings on the Exchange are inadvisable.\25\ The
Exchange also notes that Rule 14.11(a) requires any issuer to provide
the Exchange with prompt notification after it becomes aware that (i)
the Multi-Class Fund is no longer eligible to operate an ETF Class as
an exchange-traded fund pursuant to, or otherwise no longer complies
with, the terms and conditions of, the Multi-Class Fund Exemptive
Relief, (ii) the ETF Class is no longer compliant with the conditions
and requirements of Rule 6c-11 under the Investment Company Act, except
as noted in such Multi-Class Fund Exemptive Relief, or (iii) the ETF
Class or the Multi-Class Fund no longer satisfies the requirements of
Rule 14.11(n), as applicable, on an initial and continuing basis.\26\
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\25\ Specifically, proposed Rule 14.11(n)(4)(B) provides that
Class ETF Shares will be listed and traded on the Exchange subject
to application of proposed Rule 14.11(n)(4)(B)(i) and (ii). Proposed
Rule 14.11(n)(4)(B)(i) provides that the Exchange will consider the
suspension of trading in, and will commence delisting proceedings
under the Rule 14.12, Class ETF Shares under any of the following
circumstances: (i) if the Exchange becomes aware that, with respect
to the Class ETF Shares: (1) the Multi-Class Fund is no longer
eligible to operate an ETF Class as an exchange-traded fund pursuant
to, or is otherwise no longer in compliance with the terms and
conditions of, the Multi-Class Fund Exemptive Relief; or (2) the ETF
Class is no longer in compliance with the conditions and
requirements of Rule 6c-11 under the Investment Company Act, except
as noted in such Multi-Class Fund Exemptive Relief; (ii) if any of
the other listing requirements set forth in this Rule are not
continuously maintained; (iii) if, following the initial twelve
month period after commencement of trading on the Exchange of Class
ETF Shares, there are fewer than 50 beneficial holders of the Class
ETF Shares for 30 or more consecutive trading days; or (iv) if such
other event shall occur or condition exists which, in the opinion of
the Exchange, makes further dealings on the Exchange inadvisable.
Proposed Rule 14.11(n)(4)(B)(ii) provides that with respect to the
Class ETF Shares, upon termination of the Multi-Class Fund or the
ETF Class, as the case may be, the Exchange requires that the Class
ETF Shares be removed from Exchange listing.
\26\ The Exchange notes that failure by an issuer to notify the
Exchange of non-compliance pursuant to Rule 14.11(a) would itself be
considered non-compliance with the requirements of proposed Rule
14.11(n) and would subject the Class ETF Shares to potential trading
halts and the delisting process under Rule 14.12.
---------------------------------------------------------------------------
Further, the Exchange also represents that its surveillance
procedures are adequate to properly monitor the trading of the Class
ETF Shares in all trading sessions and to deter and detect violations
of Exchange rules and applicable federal securities laws. Specifically,
the Exchange intends to utilize its existing surveillance procedures
applicable to derivative products, which are currently applicable to
ETF Shares, Index Fund Shares and Managed Fund Shares among other
product types, to monitor trading in Class ETF Shares. The Exchange or
the Financial Industry Regulatory Authority, Inc. (``FINRA''), on
behalf of the Exchange, will communicate as needed regarding trading in
Class ETF Shares and certain of their applicable underlying components
with other markets that are members of the Intermarket Surveillance
Group (``ISG'') or with which the Exchange has in place a comprehensive
surveillance sharing agreement. In addition, the Exchange may obtain
information regarding trading in Class ETF Shares and certain of their
applicable underlying components from markets and other entities that
are members of ISG or with which the Exchange has in place a
comprehensive surveillance sharing agreement. Finally, the issuer of
Class ETF Shares will be required to comply with Rule 10A-3 under the
Act for the initial and continued listing of Class ETF Shares, as
provided under Rule 14.10(e)(1)(E).\27\
---------------------------------------------------------------------------
\27\ See supra note 20. The Exchange notes that these proposed
changes in Rule 14.10(e)(1)(E) would subject Class ETF Shares to the
same corporate governance requirements as other open-end management
investment companies listed on the Exchange.
---------------------------------------------------------------------------
The Exchange notes that it may consider all relevant factors in
exercising its discretion to halt or suspend trading in Class ETF
Shares. Trading may be halted if the circuit breaker parameters in Rule
11.18 have been reached, because of other market conditions, or for
reasons that, in the view of the Exchange, make trading in the Shares
inadvisable. These may include: (1) the extent to which certain
information about the Class ETF Shares that is required to be disclosed
under Rule 6c-11 of the Investment Company Act is not being made
available, including specifically where the Exchange becomes aware that
the net asset value or the daily portfolio disclosure with respect to
Class ETF Shares is not disseminated to all market participants at the
same time, it will halt trading in such securities until such time as
the net asset value or the daily portfolio disclosure is available to
all market participants; \28\ (2) if an interruption to the
dissemination to the value of the index or reference asset on which
Class ETF Shares is based persists past the trading day in which it
occurred or is no longer calculated or available; (3) trading in the
securities comprising the underlying index or portfolio has been halted
in the primary market(s); or (4) whether other unusual conditions or
circumstances detrimental to the maintenance of a fair and orderly
market are present. The Exchange deems Class ETF Shares to be equity
securities and therefore they would be subject to the full panoply of
Exchange rules and procedures that currently govern the trading of
equity securities on the Exchange.\29\
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\28\ The Exchange will obtain a representation from the issuer
of Class ETF Shares that the net asset value per share will be
calculated daily and made available to all market participants at
the same time, and the requirements pertaining to the Multi-Class
Fund Exemptive Relief and Rule 6c-11 under the Investment Company
Act in proposed Rule 14.11(n) will be satisfied.
\29\ With respect to trading in Class ETF Shares, the Exchange
represents that all of the BZX Member obligations related to product
description and prospectus delivery requirements will continue to
apply in accordance with the Exchange Rules and federal securities
laws, and the Exchange will continue to monitor its Members for
compliance with such requirements, which are not changing as a
result of the Multi-Class Fund Exemptive Relief order issued under
the Investment Company Act.
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[[Page 42485]]
2. Statutory Basis
The Exchange believes the proposed rule change is consistent with
Act and the rules and regulations thereunder applicable to the Exchange
and, in particular, the requirements of Section 6(b) of the Act.\30\
Specifically, the Exchange believes the proposed rule change is
consistent with the Section 6(b)(5) \31\ requirements that the rules of
an exchange be designed to prevent fraudulent and manipulative acts and
practices, to promote just and equitable principles of trade, to foster
cooperation and coordination with persons engaged in regulating,
clearing, settling, processing information with respect to, and
facilitating transactions in securities, to remove impediments to and
perfect the mechanism of a free and open market and a national market
system, and, in general, to protect investors and the public interest.
Additionally, the Exchange believes the proposed rule change is
consistent with the Section 6(b)(5) \32\ requirement that the rules of
an exchange not be designed to permit unfair discrimination between
customers, issuers, brokers, or dealers.
---------------------------------------------------------------------------
\30\ 15 U.S.C. 78f(b).
\31\ 15 U.S.C. 78f(b)(5).
\32\ Id.
---------------------------------------------------------------------------
The Exchange believes that proposed Rule 14.11(n) is designed to
prevent fraudulent and manipulative acts and practices in that the
proposed rules relating to listing and trading Class ETF Shares on the
Exchange provide specific initial and continued listing criteria
required to be met by such securities. Proposed Rule 14.11(n)(4) sets
forth initial and continued listing criteria applicable to Class ETF
Shares, specifically providing that the Exchange may approve Class ETF
Shares for listing and/or trading (including pursuant to unlisted
trading privileges) on the Exchange pursuant to Rule 19b-4(e) under the
Act, provided that: (i) the Multi-Class Fund is eligible to operate an
ETF Class as an exchange-traded fund pursuant to, and is otherwise in
compliance with the terms and conditions of, the Multi-Class Fund
Exemptive Relief; (ii) the ETF Class is in compliance with the
conditions and requirements of Rule 6c-11 under the Investment Company
Act, except as noted in such Multi-Class Fund Exemptive Relief; and
(iii) the ETF Class and the Multi-Class Fund each satisfies the
requirements of this Rule 14.11(n), as applicable, on an initial and
continued listing basis.\33\ The Exchange will comply with all the
requirements of Rule 19b-4(e) to specifically note that such Class ETF
Shares are being listed on the Exchange pursuant to Rule 14.11(n).
---------------------------------------------------------------------------
\33\ The Exchange notes that eligibility to operate in reliance
on Rule 6c-11 or any applicable exemptive relief under the
Investment Company Act does not necessarily mean that an investment
company would be listed on the Exchange pursuant to proposed Rule
14.11(n). To this point, an investment company that operates in
reliance of exemptive relief providing for Class ETF Shares could
alternatively be listed as a series of Index Fund Shares or Managed
Fund Shares pursuant to Rule 14.11(c) or (i), respectively, and
would be subject to all requirements under each of those rules.
Further to this point, in the event that Class ETF Shares listed on
the Exchange preferred to be listed as a series of Index Fund Shares
or Managed Fund Shares (as applicable), nothing would preclude such
security from changing to be listed as a series of Index Fund Shares
or Managed Fund Shares (as applicable), as long as the security met
each of the initial and continued listing obligations under the
applicable rules.
---------------------------------------------------------------------------
Proposed Rule 14.11(n)(4)(B) provides that Class ETF Shares of each
Multi-Class Fund will be listed and traded on the Exchange subject to
application of proposed Rules 14.11(n)(4)(B)(i) and (ii). Proposed Rule
14.11(n)(4)(B)(i) provides that the Exchange will consider the
suspension of trading in, and will commence delisting proceedings under
Rule 14.12 for, Class ETF Shares under any of the following
circumstances: (a) if the Exchange becomes aware that, with respect to
the Class ETF Shares: (1) the Multi-Class Fund is no longer eligible to
operate an ETF Class as an exchange-traded fund pursuant to, or is
otherwise no longer in compliance with the terms and conditions of, the
Multi- Class Fund Exemptive Relief; or (2) the ETF Class is no longer
in compliance with the conditions and requirements of Rule 6c-11 under
the Investment Company Act, except as noted in such Multi-Class Fund
Exemptive Relief; (b) if any of the other listing requirements set
forth in this Rule 14.11(n) are not continuously maintained; (c) if,
following the initial twelve month period after commencement of trading
on the Exchange of Class ETF Shares, there are fewer than 50 beneficial
holders of the Class ETF Shares for 30 or more consecutive trading
days; or (d) if such other event shall occur or condition exists which,
in the opinion of the Exchange, makes further dealings on the Exchange
inadvisable. The Exchange notes that it may become aware that the
issuer is no longer compliant with Rule 6c-11 or any applicable
exemptive relief thereunder, as described in proposed Rule
14.11(n)(4)(B)(i)(a), as a result of either the Exchange identifying
non-compliance through its own monitoring process or through
notification by the issuer.
Proposed Rule 14.11(n)(4)(B)(ii) provides that with respect to the
Class ETF Shares, upon termination of the Multi-Class Fund or the ETF
Class, as the case may be, the Exchange requires that the Class ETF
Shares be removed from Exchange listing. The Exchange also notes that
it will obtain a representation from the issuer of Class ETF Shares
stating that the requirements of Rule 6c-11 and the applicable
exemptive relief under the Investment Company Act will be continuously
satisfied and that the issuer will notify the Exchange of any failure
to do so.
The Exchange further believes that proposed Rule 14.11(n) is
designed to prevent fraudulent and manipulative acts and practices
because of the robust surveillances in place on the Exchange as
required under proposed Rule 14.11(n)(2)(C) along with the similarities
of proposed Rule 14.11(n) to the rules related to other securities that
are already listed and traded on the Exchange and which would qualify
as Class ETF Shares. ETF Shares are identical to Class ETF Shares
except that Class ETF Shares have received exemptive relief to operate
an exchange-traded fund class in addition to classes of shares that are
not exchange-traded. As such, the Exchange believes because the ETF
Class would be required to comply, among other things, with the
conditions and requirements of Rule 6c-11 under the Investment Company
Act, similar to ETF Shares under Rule 14.11(l), the Exchange believes
that using Rule 14.11(l) as the basis for proposed Rule 14.11(n) is
appropriate.
The Exchange believes that the proposal is consistent with Section
6(b)(1) of the Act in that,\34\ in addition to being designed to
prevent fraudulent and manipulative acts and practices, the Exchange
has the capacity to enforce proposed Rule 14.11(n) by performing
ongoing surveillance of Class ETF Shares listed on the Exchange in
order to ensure that (a) the Multi-Class Fund is, and continues to be,
eligible to operate an ETF Class as an exchange-traded fund pursuant
to, and is otherwise in compliance with the terms and conditions of,
the Multi-Class Fund Exemptive Relief; (b) the ETF Class continues to
be compliant with the conditions and requirements of Rule 6c-11 under
the Investment Company Act, except as noted in such Multi-Class Fund
Exemptive Relief; and (c) the ETF Class and the Multi-Class Fund each
satisfies the requirements of Rule 14.11(n), as applicable, on an
initial and continued basis. The Exchange believes that the
manipulation concerns that such standards are intended to address are
mitigated by a combination of the
[[Page 42486]]
Exchange's surveillance procedures, the Exchange's ability to halt
trading under the proposed Rule 14.11(n)(4)(B)(ii), and the Exchange's
ability to suspend trading and commence delisting proceedings under
proposed Rule 14.11(n)(4)(B)(i). The Exchange will also halt trading in
Class ETF Shares under the conditions specified in Rule 11.18,
``Trading Halts Due to Extraordinary Market Volatility.'' The Exchange
also believes that such concerns are further mitigated by enhancements
to the arbitrage mechanism that have come from compliance with Rule 6c-
11, specifically the additional flexibility provided through the use of
custom baskets for creations and redemptions and the additional
information made available to the public through the additional daily
website disclosure obligations applicable under Rule 6c-11.\35\ The
Exchange believes that the combination of these factors will act to
keep Class ETF Shares trading near the value of their underlying
holdings and further mitigate concerns around manipulation of Class ETF
Shares on the Exchange. The Exchange will monitor for compliance with
Rule 6c-11 and any applicable exemptive relief in order to ensure that
the continued listing standards are being met. Specifically, the
Exchange plans to review the website of Class ETF Shares in order to
ensure that the requirements of Rule 6c-11 are being met. The Exchange
will also employ numerous intraday alerts that will notify Exchange
personnel of trading activity throughout the day that is potentially
indicative of certain disclosures not being made accurately or the
presence of other unusual conditions or circumstances that could be
detrimental to the maintenance of a fair and orderly market. As a
backstop to the surveillances described above, the Exchange also notes
that Rule 14.11(a) would require an issuer of Class ETF Shares to
notify the Exchange of any failure to comply with Rule 6c-11 or the
Investment Company Act.
---------------------------------------------------------------------------
\34\ 15 U.S.C. 78f(b)(1).
\35\ The Exchange notes that the Commission came to a similar
conclusion in several places in the ETF Rule Adopting Release. See
ETF Rule Adopting Release at 15-18; 60-61; 69-70; 78-79; 82-84; and
95-96.
---------------------------------------------------------------------------
To the extent that any of the requirements under Rule 6c-11 or
Multi-Class Fund Exemptive Relief under the Investment Company Act are
not being met, the Exchange may halt trading Class ETF Shares as
provided in proposed Rule 14.11(n)(4)(B)(ii).
Further, the Exchange may also suspend trading in and commence
delisting proceedings for Class ETF Shares where such securities are
not in compliance with the applicable listing standards or where the
Exchange believes that further dealings on the Exchange are
inadvisable. As discussed above, the Exchange also notes that Rule
14.11(a) requires any issuer to provide the Exchange with prompt
notification after it becomes aware of any non-compliance with proposed
Rule 14.11(n), which would include any failure of the issuer to comply
with Rule 6c-11 or the Multi-Class Fund Exemptive Relief under the
Investment Company Act.
Further, the Exchange also represents that its surveillance
procedures are adequate to properly monitor the trading of the Class
ETF Shares in all trading sessions and to deter and detect violations
of Exchange rules. Specifically, the Exchange intends to utilize its
existing surveillance procedures applicable to derivative products,
which are currently applicable to Index Fund Shares, Managed Fund
Shares and ETF Shares, among other product types, to monitor trading in
Class ETF Shares. The Exchange or FINRA, on behalf of the Exchange,
will communicate as needed regarding trading in Class ETF Shares and
certain of their applicable underlying components with other markets
that are members of the ISG or with which the Exchange has in place a
comprehensive surveillance sharing agreement. In addition, the Exchange
may obtain information regarding trading in Class ETF Shares and
certain of their applicable underlying components from markets and
other entities that are members of ISG or with which the Exchange has
in place a comprehensive surveillance sharing agreement.
Additionally, FINRA, on behalf of the Exchange, is able to access,
as needed, trade information for certain fixed income securities that
may be held by a Multi-Class Fund for the Class ETF Shares reported to
FINRA's TRACE. FINRA also can access data obtained from the MSRB's EMMA
system relating to municipal bond trading activity for surveillance
purposes in connection with trading Class ETF Shares, to the extent
that the Multi-Class Fund for the Class ETF Shares holds municipal
securities. Finally, as noted above, the issuer of Class ETF Shares
will be required to comply with Rule 10A-3 under the Act for the
initial and continued listing of Class ETF Shares, as provided under
Rule 14.10(e)(1)(E).\36\
---------------------------------------------------------------------------
\36\ The Exchange notes that these proposed changes would
subject Class ETF Shares to the same corporate governance
requirements as other open-end management investment companies
listed on the Exchange.
---------------------------------------------------------------------------
The Exchange believes that permitting Class ETF Shares to list on
the Exchange will help perfect the mechanism of a free and open market
and, in general, will protect investors and the public interest in that
it will permit the listing and trading of Class ETF Shares, consistent
with the applicable exemptive relief, and in a manner that will benefit
investors. Specifically, the Exchange believes that the relief proposed
in the Applications and the expected benefits of the Class ETF Shares
described above would be to the benefit of investors.
The Exchange also believes that proposed Rule 14.11(n) to
explicitly provide that the initial and continued listing standards
applicable to Class ETF Shares, including the suspension of trading or
removal standards, are designed to promote transparency and clarity in
the Exchange's Rules.
The Exchange also believes that the corresponding changes to add
Class ETF Shares in the Exchange's definitions, corporate governance
requirements under Rule 14.10(e), and other provisions of Rule 14.11 in
order to accommodate the proposed listing of Class ETF Shares will add
clarity to the Exchange's Rulebook. ETF Shares, Managed Fund Shares,
and Index Fund Shares are similarly included in these provisions.
Therefore, the Exchange believes these are non-substantive changes
meant only to subject Class ETF Shares to the same exemptions and
provisions currently applicable to ETF Shares, among other product
types, so that the treatment of these open-end management investment
companies is consistent under the Exchange's rules.
For the above reasons, the Exchange believes that the proposed rule
change is consistent with the requirements of Section 6(b)(5) 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. The Exchange believes the
proposal, by permitting the listing and trading of Class ETF Shares
under exemptive relief from the Investment Company Act and the rules
and regulations thereunder, would introduce additional competition
among various ETF products to the benefit of investors.
[[Page 42487]]
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. Proceedings To Determine Whether To Approve or Disapprove SR-
CboeBZX-2025-076, as Modified by Amendment No. 1, and Grounds for
Disapproval Under Consideration
The Commission is instituting proceedings pursuant to Section
19(b)(2)(B) of the Act \37\ to determine whether the proposed rule
change, as modified by Amendment No. 1, should be approved or
disapproved. Institution of such proceedings is appropriate at this
time in view of the legal and policy issues raised by the proposal.
Institution of proceedings does not indicate that the Commission has
reached any conclusions with respect to any of the issues involved.
Rather, as described below, the Commission seeks and encourages
interested persons to provide comments on the proposed rule change.
---------------------------------------------------------------------------
\37\ 15 U.S.C. 78s(b)(2)(B).
---------------------------------------------------------------------------
Pursuant to Section 19(b)(2)(B) of the Act,\38\ the Commission is
providing notice of the grounds for disapproval under consideration.
The Commission is instituting proceedings to allow for additional
analysis of the proposal's consistency with Section 6(b)(5) of the Act,
which requires, among other things, that the rules of a national
securities exchange be ``designed to prevent fraudulent and
manipulative acts and practices'' and ``to protect investors and the
public interest.'' \39\
---------------------------------------------------------------------------
\38\ Id.
\39\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------
The Commission asks that commenters address the sufficiency of the
Exchange's statements in support of the proposal, which are set forth
in the Notice and Amendment No. 1, in addition to any other comments
they may wish to submit about the proposed rule change, as modified by
Amendment No. 1. In particular, the Commission seeks comment on whether
the proposal is consistent with Section 6(b)(5) of the Act,\40\ and
specifically, whether the proposed rule change is designed to prevent
fraudulent and manipulative acts and practices.
---------------------------------------------------------------------------
\40\ Id.
---------------------------------------------------------------------------
IV. Procedure: Request for Written Comments
The Commission requests that interested persons provide written
submissions of their views, data, and arguments with respect to the
issues identified above, as well as any other concerns they may have
with the proposal. In particular, the Commission invites the written
views of interested persons concerning whether the proposed rule
change, as modified by Amendment No. 1, is consistent with Section
6(b)(5) or any other provision of the Act, and the rules and
regulations thereunder. Although there do not appear to be any issues
relevant to approval or disapproval that would be facilitated by an
oral presentation of views, data, and arguments, the Commission will
consider, pursuant to Rule 19b-4, any request for an opportunity to
make an oral presentation.\41\
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\41\ Section 19(b)(2) of the Act, as amended by the Securities
Acts Amendments of 1975, Public Law 94-29 (June 4, 1975), grants the
Commission flexibility to determine what type of proceeding--either
oral or notice and opportunity for written comments--is appropriate
for consideration of a particular proposal by a self-regulatory
organization. See Securities Acts Amendments of 1975, Senate Comm.
on Banking, Housing & Urban Affairs, S. Rep. No. 75, 94th Cong., 1st
Sess. 30 (1975).
---------------------------------------------------------------------------
Interested persons are invited to submit written data, views, and
arguments regarding whether the proposed rule change should be approved
or disapproved by September 23, 2025. Any person who wishes to file a
rebuttal to any other person's submission must file that rebuttal by
October 7, 2025.
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#7705021b125a14181a1a121903043704121459101801"><span class="__cf_email__" data-cfemail="3042455c551d535f5d5d555e4443704355531e575f46">[email protected]</span></a>. Please include
file number SR-CboeBZX-2025-076 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-CboeBZX-2025-076. 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-CboeBZX-2025-076 and should be submitted
on or before September 23, 2025. Rebuttal comments should be submitted
by October 7, 2025.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\42\
---------------------------------------------------------------------------
\42\ 17 CFR 200.30-3(a)(57).
---------------------------------------------------------------------------
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-16702 Filed 8-29-25; 8:45 am]
BILLING CODE 8011-01-P
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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.