```

[Federal Register Volume 89, Number 249 (Monday, December 30, 2024)]
[Notices]
[Pages 106648-106654]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-30915]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-102003; File No. SR-CboeBZX-2024-126]

Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of 
Filing of a Proposed Rule Change to List and Trade Shares of the 
BondBloxx Private Credit Trust Under BZX Rule 14.11(f), Trust Issued 
Receipts

December 19, 2024.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that 
on December 17, 2024, Cboe BZX Exchange, Inc. (``Exchange'') filed with 
the Securities and Exchange Commission (``Commission'') the proposed 
rule change as described in Items I, II, and III below, which Items 
have been prepared by the Exchange. The Commission is publishing this 
notice to solicit comments on the proposed rule change from interested 
persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    Cboe BZX Exchange, Inc. (``BZX'' or the ``Exchange'') is filing 
with the Securities and Exchange Commission (``Commission'' or ``SEC'') 
a proposed rule change to list and trade shares of the BondBloxx 
Private Credit Trust (the ``Trust''), under BZX Rule 14.11(f), Trust 
Issued Receipts.
    The text of the proposed rule change is also available on the 
Exchange's website (http://markets.cboe.com/us/equities/regulation/rule_filings/bzx/), at the Exchange's Office of the Secretary, and at 
the Commission's Public Reference Room.

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

[[Page 106649]]

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 list and trade the Shares of the Trust 
under BZX Rule 14.11(f)(4), which governs the listing and trading of 
Trust Issued Receipts \3\ on the Exchange.\4\ The Trust seeks to 
provide attractive risk-adjusted returns primarily through 
distributions of current income from the Trust's portfolio, as further 
described below. The Trust has filed a registration statement on Form 
S-1 under the Securities Act of 1933.5 6
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    \3\ Rule 14.11(f)(4) applies to Trust Issued Receipts that 
invest in ``Investment Shares'' or ``Financial Instruments''. The 
term ``Investment Shares,'' as defined in Rule 14.11(f)(4)(A)(i), 
means a security (a) that is issued by a trust, partnership, 
commodity pool or other similar entity that invests in any 
combination of futures contracts, options on futures contracts, 
forward contracts, commodities, swaps or high credit quality short-
term fixed income securities or other securities; and (b) issued and 
redeemed daily at net asset value in amounts correlating to the 
number of receipts created and redeemed in a specified aggregate 
minimum number. The term ``Financial Instruments,'' as defined in 
Rule 14.11(f)(4)(A)(iv), means any combination of investments, 
including cash; securities; options on securities and indices; 
futures contracts; options on futures contracts; forward contracts; 
equity caps, collars and floors; and swap agreements.
    \4\ The Commission approved BZX Rule 14.11(f)(4) in Securities 
Exchange Act Release No. 68619 (January 10, 2013), 78 FR 3489 
(January 16, 2013) (SR-BZX-2012-044).
    \5\ The Trust has filed a registration statement on Form S-1 
under the Securities Act of 1933, dated December 13, 2024 (File No. 
333-283852) (``Registration Statement''). The description of the 
Trust and the Shares contained herein are based on the Registration 
Statement. The Registration Statement for the Trust is not yet 
effective, and the Trust will not trade on the Exchange until such 
time that the Registration Statement is effective.
    \6\ The Trust intends to operate its business so that it is 
falls outside of the definition of an investment company under the 
Investment Company Act of 1940 (the ``1940 Act''). Section 
3(a)(1)(C) of the 1940 Act generally defines an investment company 
as an entity primarily engaged in investing, reinvesting, or trading 
in securities and holds investment securities exceeding 40% of its 
total assets (exclusive of U.S. federal government securities and 
cash items) on a non-consolidated basis, which the Trust refers to 
as the 40% test. Excluded from the term ``investment securities,'' 
among other things, are securities issued by majority-owned 
subsidiaries that are not themselves investment companies and are 
not relying on the exclusions from the definition of investment 
company set forth in Section 3(c)(1) or Section 3(c)(7) of the 1940 
Act. The Trust intends to comply with this 40% test by primarily 
conducting its business through its majority-owned subsidiaries, 
which are not classified as investment companies and not relying on 
either the Section 3(c)(1) or Section 3(c)(7) exclusions from 
registration under the 1940 Act.
    The Trust anticipates that its subsidiaries will primarily 
qualify for exclusions under Section 3(c)(5)(A) of the 1940 Act, 
which applies to issuers primarily engaged in the business of 
purchasing or otherwise acquiring notes, drafts, acceptances, open 
accounts receivable, and other obligations representing part or all 
of the sales price of merchandise, insurance and services, or 
Section 3(c)(5)(B) of the 1940 Act, which is available to entities 
primarily engaged in the business of making loans to manufacturers, 
wholesalers, and retailers of, and to prospective purchasers of, 
specified merchandise, insurance and services. These exceptions 
require that at least 55% of the subsidiaries' portfolios consist of 
qualifying assets that meet the requirements of the relevant 
exception.
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Description of the Trust
    BondBloxx Investment Management Corporation (the ``Advisor'') is 
the advisor to the Trust and is responsible for the overall management 
of the Trust's business activities. HCG Fund Management LP (the ``Sub-
Advisor'') will assist in the day-to-day management of the Trust's 
assets. Brown Brothers Harriman & Co. serves as the administrator (the 
``Administrator''), custodian (the ``Custodian''), and the transfer 
agent (the ``Transfer Agent''). CSC Delaware Trust Company, a Delaware 
trust company, is the sole trustee of the Trust.
    If the Advisor to the Trust issuing the Trust Issued Receipts is 
affiliated with a broker-dealer, such Advisor to the Trust shall erect 
and maintain a ``fire wall'' between the Advisor and the broker-dealer 
with respect to access to information concerning the composition and/or 
changes to the Trust's portfolio. The Advisor is not a broker-dealer or 
affiliated with a broker-dealer. In the event that (a) the Advisor 
becomes a broker-dealer or newly affiliated with a broker-dealer, or 
(b) any new Advisor is a broker-dealer or becomes affiliated with a 
broker-dealer, it will implement and maintain a fire wall with respect 
to its relevant personnel or such broker-dealer affiliate, as 
applicable, regarding access to information concerning the composition 
and/or changes to the portfolio, and will be subject to procedures 
designed to prevent the use and dissemination of material non-public 
information regarding the portfolio.
    The Trust seeks to provide attractive risk-adjusted returns to 
Shareholders primarily through distributions of current income from the 
Trust's portfolio. The Trust intends to achieve this objective by 
constructing a diversified portfolio of consumer and small business 
private credit assets. The Trust intends to target primarily whole 
loans that the Advisor believes will offer stable and predictable cash 
flows. The Trust generally intends to focus on loans that have short 
and medium terms (e.g., less than 60 months) which, through principal 
amortization, tend to have low duration (e.g., less than 30 months). 
The Trust believes that targeting assets with a combination of short 
duration and high cash yields will enhance the liquidity of the Trust's 
portfolio and provide the Trust the opportunity to earn attractive 
returns while managing the risk of losses in market value that can 
result from increases in interest rates. The Trust expects to acquire 
its initial portfolio of assets using the net proceeds of this 
offering.
Investable Instruments and Trust Liquidity
    The Trust intends to hold the following instruments: personal 
installment loans, small business loans, student loans, point of sale 
loans, and asset backed securities that are backed by such loans 
(collectively ``Private Credit Assets''), investment grade bonds, U.S. 
Treasuries, shares of certain exchange traded funds that invest in U.S. 
Treasuries or other short-term, interest bearing assets and cash and 
cash equivalents,\7\ including funds of an affiliated Trust for which 
the Advisor acts as the investment adviser.
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    \7\ Cash equivalents are short-term instruments with maturities 
of less than 3 months, specifically including U.S. Government 
securities, certificates of deposit, bankers' acceptances, 
repurchase and reverse repurchase agreements, bank time deposits, 
commercial paper, and money market funds. This definition is 
consistent with the definition of cash and cash equivalents in 
Exchange Rule 14.11(i)(4)(C)(iii).
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    The Trust plans to participate in the rapidly growing market for 
small balance, short duration, amortizing loans enabled by Fintech 
lending platforms. The Advisor believes consumer and small business 
loans sourced through Fintech lending platforms offer investors 
attractive value propositions that have primarily been available to 
institutional investors. However, there is limited sell-side liquidity 
available in the market for Private Credit Assets. As such, the Advisor 
is proposing to utilize the following strategy to facilitate 
redemptions in the Trust:
    1. The Trust will maintain a portion of the portfolio in cash and 
cash equivalents (the ``Liquidity Sleeve''). Under normal 
circumstances, the Trust expects to hold approximately 20% of the 
portfolio in these liquid assets. The Advisor expects that it will 
generally be

[[Page 106650]]

able to fulfill redemption orders using this position. The Advisor may 
also strategically increase the size of the Liquidity Sleeve in order 
to better facilitate anticipated redemptions by retaining, rather than 
distributing the paydowns from Private Credit Assets as further 
described below.
    2. The remaining 80% of the Trust's holdings will consist of 
Private Credit Assets. These are short duration, high yielding products 
that are underwritten to pay a weighted average of 8% of the total 
Trust AUM per month or 10% of the private credit AUM per month. The 
underwritten yields are currently 10% and at origination typically have 
an underwritten average duration limit of 3 years, with a target for 
the initial portfolio of less than 1 year. The monthly cash flows, 
which are received throughout the month, may be reinvested to the 
extent necessary to maintain the approximate 20/80 allocation between 
the Liquidity Sleeve and Private Credit Assets described above. The 
Trust will consider the current level of the Liquidity Sleeve, among 
other factors, in determining its distribution policy, and may 
determine to use accumulated cash received from payments of interest 
and principal on its Private Credit Assets as well as cash proceeds 
from loan repayments to replenish or increase the Liquidity Sleeve 
before distributing such amounts to shareholders.
    3. In the event that the cash and cash equivalents required to 
accommodate a series of redemptions or a single large redemption 
approaches the size of the Trust's Liquidity Sleeve, the Trust may:
    a. Sell Private Credit Assets in the secondary market to raise 
cash;
    b. Arrange a line of credit or other financing facility with a bank 
or broker dealer, using the portfolio of Private Credit Assets as 
collateral.
    These options will likely come at a cost to the Trust or may not be 
available to the Trust depending on market conditions.
    4. In the event that items 1-3 above do not provide sufficient cash 
and cash equivalents to the Liquidity Sleeve to accommodate redemptions 
in the Trust, redemptions may be suspended until the Trust accumulates 
enough cash to facilitate additional redemptions, which the Advisor 
does not expect to last for longer than approximately 2.5 months. In 
the event that the Advisor implements a restriction on redemptions, the 
Shares on the secondary market may trade at deep discount. The discount 
could potentially serve to prompt investors to buy shares and 
potentially trigger primary market activity.
    The Advisor believes that the liquidity strategy laid out above 
will be sufficient to address concerns that may arise from the relative 
illiquidity of the secondary market for selling Private Credit Assets. 
Specifically, the Advisor believes that the 20% Liquidity Sleeve (with 
the flexibility to increase the sleeve during times of potentially high 
redemptions) will provide the Trust with sufficient liquidity to manage 
redemptions under the vast majority of market conditions. Additionally, 
because the Trust will target shorter duration loans that are 
underwritten to generate cash payments of interest and principal 
amortization of approximately 8% of the Trust's AUM per month, even in 
the event that the Trust's Liquidity Sleeve is exhausted, it is 
expected to be replenished by the cash payments generated by the 
Private Credit Assets. In the event that the cash generated by the 
Private Credit Assets is insufficient to satisfy incoming redemptions 
the Trust would then have the ability to facilitate additional 
redemptions by selling certain of the Private Credit Assets and/or 
using the Private Credit Assets as collateral for a cash loan from a 
bank or broker dealer. In a worst case scenario, the Trust would 
temporarily suspend redemptions. However, as noted above, the Advisor 
does not expect such a suspension to last for longer than approximately 
2.5 months because of the cash expected to be generated by the Private 
Credit Assets.
    In addition to the specific liquidity strategy described above, the 
Advisor also notes that the small size of loans sourced through Fintech 
lending platforms will enable the Trust to hold a portfolio that is 
diversified by sector, source, vintage, count and geography, which will 
help to manage idiosyncratic risk and ensure a diverse universe of 
lenders. Further to this point, the small loan size means that the 
Trust will need to hold a significant number of Private Credit Assets, 
further ensuring diversity and minimizing the risk that any single 
Private Credit Assets would have on the portfolio. The Advisor further 
believes that the cash yields and short duration through regular 
principal amortization will, in addition to enhancing the liquidity of 
the Trust, help manage volatility of returns.
Purchases and Redemptions of Creation Unites
    The Trust will create and redeem Shares from time to time only in 
large blocks of a specified number of Shares or multiples thereof 
(``Creation Units''). A Creation Unit is a block of at least 50,000 
Shares. Except when aggregated in Creation Units, the Shares are not 
redeemable securities. Creation Units are only redeemable by authorized 
participants.
    On any Business Day, an authorized participant may place an order 
with the Advisor to create one or more Creation Units.\8\ The total 
cash payment required to create each Creation Unit is the NAV of at 
least 50,000 Shares on the purchase order date plus the applicable 
transaction fee.
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    \8\ Authorized participants have a cut-off time of 2:00 p.m. ET 
to place creation and redemption orders and orders received after 
2:00 p.m. will not be deemed to be received until the following 
business day.
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    The procedures by which an authorized participant can redeem one or 
more Creation Units mirror the procedures for the purchase of Creation 
Units. On any Business Day, an authorized participant may place an 
order with the Transfer Agent] to redeem one or more Creation Units. 
The redemption proceeds from the Trust consist of the cash redemption 
amount. The cash redemption amount is equal to the NAV of the number of 
Creation Unit(s) of the Trust requested in the authorized participant's 
redemption order on the business day the redemption order is received 
by the Transfer Agent, less transaction fees.
Availability of Information
    The NAV for the Trust will be calculated by an independent third 
party once each Business Day and will be disseminated daily to all 
market participants at the same time.\9\ Pricing information will be 
available on the Advisor's website including: (1) the prior Business 
Day's reported NAV, the closing market price or the bid/ask price, 
daily trading volume, and a calculation of the premium and discount of 
the closing market price or bid/ask price against the NAV; and (2) data 
in chart format displaying the frequency distribution of discounts and 
premiums of the daily closing price against the NAV, within appropriate 
ranges, for each of the four previous calendar quarters. The Trust will 
also disclose its portfolio holdings on a daily basis on its website. 
The aforementioned information will be published as of the close of 
business and available on the Advisor's website at 
www.bondbloxxetf.com.
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    \9\ NAV means the total assets of the Trust including, but not 
limited to, all cash and cash equivalents and private credit assets, 
less any liabilities, divided by the total number of Shares 
outstanding. The Trust's NAV is generally calculated at 4 p.m. ET.
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    Generally, the Trust values its assets using market quotations when 
they are readily available. Whole loans, asset backed securities and 
certain other

[[Page 106651]]

types of private credit assets that Trust may hold may not have readily 
available market quotations and typically are fair valued based on 
prices provided by a third-party pricing service. Each loan and 
fractional loan is valued using inputs that factor in individual 
borrower performance data (e.g. payment history) that is updated as 
often as the NAV is calculated to reflect new information about the 
borrower or loan. Generally, fair value represents the amount that the 
Trust could reasonably expect to receive if its assets were sold at the 
time of valuation, based on information reasonably available at the 
time the valuation is made and that the Advisor and the Sub-Advisor 
believe to be reliable. Fair valuation involves subjective judgments, 
and it is possible that the fair value determined for an asset may 
differ materially from the value that could be realized upon the sale 
of such asset.
    Quotation and last-sale information regarding the Shares will be 
disseminated through the facilities of the Consolidated Tape 
Association (``CTA''). Pricing information regarding cash equivalents 
in which the Trust will invest is generally available through 
nationally recognized data services providers, such as Reuters and 
Bloomberg, through subscription agreements.
    Additional information regarding the Trust and the Shares, 
including investment strategies, risks, creation and redemption 
procedures, fees, portfolio holdings, disclosure policies, 
distributions and taxes will be included in the registration statement.
    The Intraday Indicative Value (``IIV'') will be updated during 
Regular Trading Hours to reflect changes in the value of the Trust's 
holdings during the trading day. The IIV disseminated during Regular 
Trading Hours should not be viewed as an actual real-time update of the 
NAV, which will be calculated only once at the end of each trading day. 
The IIV will be updated every 15 seconds, as calculated by the Exchange 
or a third-party financial data provider during the Exchange's Regular 
Trading Hours (9:30 a.m. to 4:00 p.m. Eastern time). The IIV will be 
widely disseminated on a per Share basis every 15 seconds during the 
Exchange's Regular Trading Hours through the facilities of the 
consolidated tape association (CTA) and Consolidated Quotation System 
(CQS) high speed lines. In addition, the IIV will be available through 
on-line information services such as Bloomberg and Reuters.
Initial and Continued Listing
    The Shares will conform to the initial and continued listing 
criteria under BZX Rule 14.11(f)(4). A minimum of 100,000 Shares will 
be outstanding at the commencement of trading on the Exchange. The 
Exchange will obtain a representation from the Advisor of the Shares 
that the NAV per Share for the Trust will be calculated daily and will 
be made available to all market participants at the same time.
Trading Halts
    With respect to trading halts, the Exchange may consider all 
relevant factors in exercising its discretion to halt or suspend 
trading in the Shares. The Exchange will halt trading in the Shares 
under the conditions specified in BZX Rule 11.18. Trading may be halted 
because of 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 trading is not occurring in the securities and/
or the financial instruments composing the daily disclosed portfolio of 
the Trust; or (2) whether other unusual conditions or circumstances 
detrimental to the maintenance of a fair and orderly market are 
present.
Trading Rules
    The Exchange deems the Shares to be equity securities, thus 
rendering trading in the Shares subject to the Exchange's existing 
rules governing the trading of equity securities. The Exchange will 
allow trading in the Shares from 8:00 a.m. until 8:00 p.m. ET and has 
the appropriate rules to facilitate transactions in the Shares during 
all trading sessions. As provided in BZX Rule 11.11(a), the minimum 
price variation for quoting and entry of orders in securities traded on 
the Exchange is $0.01, with the exception of securities that are priced 
less than $1.00, for which the minimum price variation for order entry 
is $0.0001.
Surveillance
    Trading of the Shares through the Exchange will be subject to the 
Exchange's existing surveillance for securities traded on the Exchange. 
The Exchange also has a general policy prohibiting the distribution of 
material, non-public information by its employees.
    All statements and representations made in this filing regarding 
(a) the description of the portfolio, reference assets, and index, (b) 
limitations on portfolio holdings or reference assets, or (c) the 
applicability of Exchange rules shall constitute continued listing 
requirements for listing the Shares on the Exchange. The issuer has 
represented to the Exchange that it will advise the Exchange of any 
failure by the Trust or the Shares to comply with the continued listing 
requirements, and, pursuant to its obligations under Section 19(g)(1) 
of the Act, the Exchange will surveil for compliance with the continued 
listing requirements. If the Trust or the Shares are not in compliance 
with the applicable listing requirements, the Exchange will commence 
delisting procedures under Exchange Rule 14.12.
Information Circular
    Prior to the commencement of trading, the Exchange will inform its 
members in an Information Circular of the special characteristics and 
risks associated with trading the Shares. Specifically, the Information 
Circular will discuss the following: (1) the procedures for purchases 
and redemptions of Shares in Creation Units (and that Shares are not 
individually redeemable); (2) BZX Rule 3.7, which imposes suitability 
obligations on Exchange members with respect to recommending 
transactions in the Shares to customers; (3) Interpretation and Policy 
.01 of BZX Rule 3.7 which imposes a duty of due diligence on its 
Members to learn the essential facts relating to every customer prior 
to trading the Shares; \10\ (4) how information regarding the IIV and 
the Trust's holdings is disseminated; (5) the risks involved in trading 
the Shares during the Pre-Opening \11\ and After Hours Trading Sessions 
\12\ when an updated IIV will not be calculated or publicly 
disseminated; (6) the requirement that members deliver a prospectus to 
investors purchasing newly issued Shares prior to or concurrently with 
the confirmation of a transaction; and (7) trading information.
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    \10\ Specifically, in part, Interpretation and Policy .01 of 
Rule 3.7 states ``[n]o Member shall recommend to a customer a 
transaction in any such product unless the Member has a reasonable 
basis for believing at the time of making the recommendation that 
the customer has such knowledge and experience in financial matters 
that he may reasonably be expected to be capable of evaluating the 
risks of the recommended transaction and is financially able to bear 
the risks of the recommended position.''
    \11\ The Pre-Opening Session is from 8:00 a.m. to 9:30 a.m. ET.
    \12\ The After Hours Trading Session is from 4 p.m. to 8:00 p.m. 
ET.
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    In addition, the Information Circular will advise members, prior to 
the commencement of trading, of the prospectus delivery requirements 
applicable to the Trust. Members purchasing Shares from the Trust for

[[Page 106652]]

resale to investors will deliver a prospectus to such investors. The 
Information Circular will also discuss any exemptive, no-action and 
interpretive relief granted by the Commission from any rules under the 
Act. In addition, the Information Circular will reference that the 
Trust is subject to various fees and expenses described in the Trust's 
registration statement. The Information Circular will also disclose the 
trading hours of the Shares and the applicable NAV calculation time for 
the Shares. The Information Circular will disclose that information 
about the Shares will be publicly available on the Advisor's website.
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.\13\ Specifically, the Exchange believes the proposed rule change 
is consistent with the Section 6(b)(5) \14\ 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) \15\ requirement that the rules of 
an exchange not be designed to permit unfair discrimination between 
customers, issuers, brokers, or dealers. The Exchange notes that the 
Commission has approved numerous series of Trust Issued Receipts \16\ 
to be listed on U.S. national securities exchanges and several other 
vehicles holding private credit instruments have recently launched.\17\
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    \13\ 15 U.S.C. 78f(b).
    \14\ 15 U.S.C. 78f(b)(5).
    \15\ Id.
    \16\ See Exchange Rule 14.11(f).
    \17\ See ``First Private-Credit ETFs Launch,'' December 3, 2024, 
https://www.wsj.com/livecoverage/stock-market-today-dow-sp500-nasdaq-live-12-03-2024/card/first-private-credit-etfs-launch-s0032D60wa2zgI2uy7pY.
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Trust Issued Receipts
    Trading of the Shares through the Exchange will be subject to the 
Exchange's existing surveillance for securities traded on the Exchange. 
The Exchange also has a general policy prohibiting the distribution of 
material, non-public information by its employees. All statements and 
representations made in this filing regarding (a) the description of 
the portfolio, reference assets, and index, (b) limitations on 
portfolio holdings or reference assets, or (c) the applicability of 
Exchange rules shall constitute continued listing requirements for 
listing the Shares on the Exchange. The issuer has represented to the 
Exchange that it will advise the Exchange of any failure by the Trust 
or the Shares to comply with the continued listing requirements, and, 
pursuant to its obligations under Section 19(g)(1) of the Act, the 
Exchange will surveil for compliance with the continued listing 
requirements. If the Trust or the Shares are not in compliance with the 
applicable listing requirements, the Exchange will commence delisting 
procedures under Exchange Rule 14.12.
    The Sponsor has represented to the Exchange that it will advise the 
Exchange of any failure by the Trust or the Shares to comply with the 
continued listing requirements, and, pursuant to its obligations under 
Section 19(g)(1) of the Exchange Act, the Exchange will surveil for 
compliance with the continued listing requirements. If the Trust or the 
Shares are not in compliance with the applicable listing requirements, 
the Exchange will commence delisting procedures under Exchange Rule 
14.12.
Investable Instruments and Trust Liquidity
    The Trust intends to hold Private Credit Assets, investment grade 
bonds, U.S. Treasuries, shares of certain exchange traded funds that 
invest in U.S. Treasuries or other short-term, interest bearing assets 
and cash and cash equivalents, including funds of an affiliated Trust 
for which the Advisor acts as the investment adviser.
    The Trust plans to participate in the rapidly growing market for 
small balance, short duration, amortizing loans enabled by Fintech 
lending platforms. The Advisor believes consumer and small business 
loans sourced through Fintech lending platforms offer investors 
attractive value propositions that have primarily been available to 
institutional investors. However, there is limited sell-side liquidity 
available in the market for Private Credit Assets. As such, the Advisor 
is proposing to utilize the following strategy to facilitate 
redemptions in the Trust:
    1. The Trust will maintain a portion of the portfolio in its 
Liquidity Sleeve. Under normal circumstances, the Trust expects to hold 
approximately 20% of the portfolio in these liquid assets. The Advisor 
expects that it will generally be able to fulfill redemption orders 
using this position. The Advisor may also strategically increase the 
size of the Liquidity Sleeve in order to better facilitate anticipated 
redemptions by retaining, rather than distributing the paydowns from 
Private Credit Assets as further described below.
    2. The remaining 80% of the Trust's holdings will consist of 
Private Credit Assets. These are short duration, high yielding products 
that are underwritten to pay a weighted average of 8% of the total 
Trust AUM per month or 10% of the private credit AUM per month. The 
underwritten yields are currently 10% and at origination typically have 
an underwritten average duration limit of 3 years, with a target for 
the initial portfolio of less than 1 year. The monthly cash flows, 
which are received throughout the month, may be reinvested to the 
extent necessary to maintain the approximate 20/80 allocation between 
the Liquidity Sleeve and Private Credit Assets described above. The 
Trust will consider the current level of the Liquidity Sleeve, among 
other factors, in determining its distribution policy, and may 
determine to use accumulated cash received from payments of interest 
and principal on its Private Credit Assets as well as cash proceeds 
from loan repayments to replenish or increase the Liquidity Sleeve 
before distributing such amounts to shareholders.
    3. In the event that the cash and cash equivalents required to 
accommodate a series of redemptions or a single large redemption 
approaches the size of the Trust's Liquidity Sleeve, the Trust may:
    a. Sell Private Credit Assets in the secondary market to raise 
cash;
    b. Arrange a line of credit or other financing facility with a bank 
or broker dealer, using the portfolio of Private Credit Assets as 
collateral.
    These options will likely come at a cost to the Trust or may not be 
available to the Trust depending on market conditions.
    4. In the event that items 1-3 above do not provide sufficient cash 
and cash equivalents to the Liquidity Sleeve to accommodate redemptions 
in the Trust, redemptions may be suspended until the Trust accumulates 
enough cash to facilitate additional redemptions, which the Advisor 
does not expect to last for longer than approximately 2.5 months. In 
the event that the Advisor implements a restriction on

[[Page 106653]]

redemptions, the Shares on the secondary market may trade at deep 
discount. The discount could potentially serve to prompt investors to 
buy shares and potentially trigger primary market activity.
    The Advisor believes that the liquidity strategy laid out above 
will be sufficient to address concerns that may arise from the relative 
illiquidity of the secondary market for selling Private Credit Assets. 
Specifically, the Advisor believes that the 20% Liquidity Sleeve (with 
the flexibility to increase the sleeve during times of potentially high 
redemptions) will provide the Trust with sufficient liquidity to manage 
redemptions under the vast majority of market conditions. Additionally, 
because the Trust will target shorter duration loans that are 
underwritten to generate cash payments of interest and principal 
amortization of approximately 8% of the Trust's AUM per month, even in 
the event that the Trust's Liquidity Sleeve is exhausted, it is 
expected to be replenished by the cash payments generated by the 
Private Credit Assets. In the event that the cash generated by the 
Private Credit Assets is insufficient to satisfy incoming redemptions 
the Trust would then have the ability to facilitate additional 
redemptions by selling certain of the Private Credit Assets and/or 
using the Private Credit Assets as collateral for a cash loan from a 
bank or broker dealer. In a worst case scenario, the Trust would 
temporarily suspend redemptions. However, as noted above, the Advisor 
does not expect such a suspension to last for longer than approximately 
2.5 months because of the cash expected to be generated by the Private 
Credit Assets.
    In addition to the specific liquidity strategy described above, the 
Advisor also notes that the small size of loans sourced through Fintech 
lending platforms will enable the Trust to hold a portfolio that is 
diversified by sector, source, vintage, count and geography, which will 
help to manage idiosyncratic risk and ensure a diverse universe of 
lenders. Further to this point, the small loan size means that the 
Trust will need to hold a significant number of Private Credit Assets, 
further ensuring diversity and minimizing the risk that any single 
Private Credit Assets would have on the portfolio. The Advisor further 
believes that the cash yields and short duration through regular 
principal amortization will, in addition to enhancing the liquidity of 
the Trust, help manage volatility of returns.
Availability of Information
    The NAV for the Trust will be calculated by an independent third 
party once each Business Day and will be disseminated daily to all 
market participants at the same time. Pricing information will be 
available on the Advisor's website including: (1) the prior Business 
Day's reported NAV, the closing market price or the bid/ask price, 
daily trading volume, and a calculation of the premium and discount of 
the closing market price or bid/ask price against the NAV; and (2) data 
in chart format displaying the frequency distribution of discounts and 
premiums of the daily closing price against the NAV, within appropriate 
ranges, for each of the four previous calendar quarters. The Trust will 
also disclose its portfolio holdings on a daily basis on its website. 
The aforementioned information will be published as of the close of 
business and available on the Advisor's website at 
www.bondbloxxetf.com.
    Generally, the Trust values its assets using market quotations when 
they are readily available. Whole loans, asset backed securities and 
certain other types of private credit assets that Trust may hold may 
not have readily available market quotations and typically are fair 
valued based on prices provided by a third-party pricing service. Each 
loan and fractional loan is valued using inputs that factor in 
individual borrower performance data (e.g. payment history) that is 
updated as often as the NAV is calculated to reflect new information 
about the borrower or loan. Generally, fair value represents the amount 
that the Trust could reasonably expect to receive if its assets were 
sold at the time of valuation, based on information reasonably 
available at the time the valuation is made and that the Advisor and 
the Sub-Advisor believe to be reliable. Fair valuation involves 
subjective judgments, and it is possible that the fair value determined 
for an asset may differ materially from the value that could be 
realized upon the sale of such asset.
    Quotation and last-sale information regarding the Shares will be 
disseminated through the facilities of the CTA. Pricing information 
regarding cash equivalents in which the Trust will invest is generally 
available through nationally recognized data services providers, such 
as Reuters and Bloomberg, through subscription agreements.
    Additional information regarding the Trust and the Shares, 
including investment strategies, risks, creation and redemption 
procedures, fees, portfolio holdings, disclosure policies, 
distributions and taxes will be included in the registration statement.
    The IIV will be updated during Regular Trading Hours to reflect 
changes in the value of the Trust's holdings during the trading day. 
The IIV disseminated during Regular Trading Hours should not be viewed 
as an actual real-time update of the NAV, which will be calculated only 
once at the end of each trading day. The IIV will be updated every 15 
seconds, as calculated by the Exchange or a third-party financial data 
provider during the Exchange's Regular Trading Hours (9:30 a.m. to 4:00 
p.m. Eastern time). The IIV will be widely disseminated on a per Share 
basis every 15 seconds during the Exchange's Regular Trading Hours 
through the facilities of the consolidated tape association (CTA) and 
Consolidated Quotation System (CQS) high speed lines. In addition, the 
IIV will be available through on-line information services such as 
Bloomberg and Reuters.
    The proposed rule change is designed to perfect the mechanism of a 
free and open market, and, in general, to protect investors and the 
public interest in that it will facilitate the listing and trading of 
an additional type of exchange-traded product that will enhance 
competition among market participants, to the benefit of investors and 
the marketplace. As noted above, the Exchange has in place surveillance 
procedures relating to trading in the Shares and may obtain information 
via ISG from other exchanges that are members of ISG or with which the 
Exchange has entered into a surveillance sharing agreement. The 
Exchange or FINRA, on behalf of the Exchange, or both, will communicate 
as needed regarding trading in the Shares. The Exchange may obtain 
information regarding trading in the Shares from other exchanges who 
are members or affiliates of the ISG,\18\ or with which the Exchange 
has entered into a comprehensive surveillance sharing agreement.
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    \18\ For a list of the current members and affiliate members of 
ISG, see www.isgportal.com.
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    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 notes that the 
proposed rule change, rather will facilitate the listing and trading of 
an additional exchange-

[[Page 106654]]

traded product that will enhance competition among both market 
participants and listing venues, to the benefit of investors and the 
marketplace.

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

    Within 45 days of the date of publication of this notice in the 
Federal Register or within such longer period up to 90 days (i) as the 
Commission may designate if it finds such longer period to be 
appropriate and publishes its reasons for so finding or (ii) as to 
which the Exchange consents, the Commission will:
    A. by order approve or disapprove such proposed rule change, or
    B. institute proceedings to determine whether the proposed rule 
change should be disapproved.

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-2024-126 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-2024-126. 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-CboeBZX-2024-126 and should 
be submitted on or before January 21, 2025.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\19\
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    \19\ 17 CFR 200.30-3(a)(12).
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Vanessa A. Countryman,
Secretary.
[FR Doc. 2024-30915 Filed 12-27-24; 8:45 am]
BILLING CODE 8011-01-P
```