SEC Company Response from NEOS ETF Trust (CIK 0001848758) — Nov 26, 2025
NEOS ETF Trust (CIK 0001848758)
Date: Nov. 26, 2025 · CIK: 0001848758 · Accession: 0001999371-25-018835
AI Filing Summary & Sentiment
File numbers found in text: 333-253997, 811-23645
Letter
Division of Investment Management — Disclosure Review and Accounting Office U.S. Securities and Exchange Commission F Street NE Washington, D.C. 20549
Re: NEOS ETF Trust (the "Trust" or the "Registrant") File Nos. 811-23645, 333-253997
Dear Mr. Greenspan:
On August 11, 2025, NEOS ETF Trust (the "Trust" or the "Registrant"), on behalf of its series, NEOS Ethereum High Income ETF (the "Fund"), filed post-effective amendment number 186 to the Trust's registration statement (the "Amendment"). The Amendment was filed pursuant to Rule 485(a)(2) under the Securities Act of 1933, as amended, to register shares of the Fund. On November 18, 2025 and November 24, 2025, you provided comments by phone to Bibb Strench.
Set forth below are your comments, as we understand them, followed by responses to those comments, which the Fund has authorized Thompson Hine LLP to make on its behalf. Where applicable, revisions indicated in responses to your comments will be reflected in an amendment to the registration statement to be filed subsequently to this letter. Revisions to the summary portion of the prospectus have been carried over to the statutory portion. All capitalized terms not defined herein have the meaning given to them in the registration statement. The Registrant will file a response at least five days in advance of the effective date of the Amendment.
In addition, we have attached as requested a blacklined version of the prospectus reflecting our responses to your comments.
General
1. In general, the staff distinguishes between income generated from a fund receiving premium payments from writing options as compared to income from dividends of common stock or interest paid on bond investments. The receipt of option premium does not always represent income as it depends on the overall outcome of the transaction. For example, there may be contingencies and transaction costs associated with earning income from writing options that are not present with respect to common stock and bond investments. Please make sure disclosure in the Prospectus do not conflate these types of income and, if necessary, revise disclosure so that an investor would be aware of such different types of income.
Response. We believe that the disclosure as drafted in the Prospectus contained in the filing referenced above is adequate with respect to describing income derived from writing options and does not conflate such income with other types of income that might cause investor confusion.
Principal Investment Strategies of the Fund
2. Comment: Please disclose that distributions to Fund shareholders could be result of return of capital under certain circumstances.
Response. The Registrant has added the requested disclosure under “Tax Risk.”
3. Comment: Please consider adding in the parenthetical on page 3 of the Prospectus the phrase “and at the end of each fiscal quarter” after “(measured at the time of investment).”
Response. The Registrant has added the requested disclosure.
4. Comment: With respect to the Subsidiary, please confirm in correspondence:
(A) Whether the financial statements of the Subsidiary will be consolidated with those of the Fund. If not, please explain why not;
(B) Whether the Subsidiary and its board will agree to inspection by the Staff of the subsidiary’s books and records which will be maintained in accordance with Section 31 of the Investment Company Act of 1940 and the rules thereunder; and
(C) That the Subsidiary and its board of directors will agree to designate an agent for service or process in the United States
Response. The Registrant confirms (A) that the financial statements of the Subsidiary will be consolidated with those of the Fund; (B) that the Subsidiary and its board of directors will agree to inspection by the Staff of the Subsidiary’s books and records; and (C) that the Subsidiary and its board of directors will designate an agent for service of process in the US.
5. Comment: Please supplementally confirm either:
(A) that the Investment Advisory Agreement contemplates providing services to the Subsidiary; or
(B) that the Adviser will enter into an investment advisory agreement for any services to the Subsidiary.
Response. The Registrant confirms that the Adviser will enter into an investment advisory agreement with the Subsidiary.
6. Comment: “Ether-related instrument” is defined as “Ether, an ETF that principally invests in Ether futures contracts (“Ether Futures ETFs”), Spot Ether ETPs, or an index that uses Ether, Ether Futures ETFs, and/or Spot Ether ETPs as the reference asset (each, an “Ether Index”).
(A) Please consider deleting the first reference to “Ether” in the definition. For example, elsewhere in the Prospectus, it is contemplated that the Fund will sell or write call options on one or more Ether-related instruments. By including “Ether” in the above definition, it suggests that the Fund will sell or write call options on Ether itself.
(B) In the sentence above, please consider adding a colon (‘:”) after “invests in”.
Response.
(A) The Registrant deleted the first reference to “Ether” in the definition of Ether-related instruments.
(B) The Registrant has added a colon after “invests in.”
7. Comment: Supplementally, please explain how call strategies and option writing and purchases are expected to impact the market of shares or units of Spot Ether ETFs. For example, are the liquidity of Spot Ether ETFs expected to be impacted and might it limit the available capacity of Spot ETFs?
Response. The Registrant believes that there is little to no concern that the Fund’s options strategies will have any impact on the liquidity or capacity of Spot Ether ETPs.
8. Comment: Supplementally, what types of policies and procedures will the Fund and its adviser implement to monitor trades by access persons in Ethereum and address conflicts of interests raised by such investments? For example, will the Fund’s and/or adviser’s code of ethics be revised to cover Ethereum investments?
Response. The Registrant intends to update the Trust’s compliance manual and code of ethics to include references to Ethereum and other digital assets. For example, in the Trust’s code of ethics, pre-clearance requirements will apply to trades in Ethereum. The Adviser has adopted a formal policy and procedure under its Code of Ethics for the reporting and monitoring of digital assets, which includes Ethereum, by Access Persons.
9. Comment: Disclose the extent to which the Fund expects to “cover” call options it writes.
Response. The Registrant has added the following disclosure:
The Fund has the ability to write call options on 25% to 100% of the net asset value of the Fund, although the Fund may be outside of this range from time to time because of market or other conditions.
10. Comment: On p. 4 of the Prospectus, the Registrant states that to “implement the Ether options strategy, the Fund invests in traditional exchange-traded options, FLexible EXchange® options (“FLEX Options”), and/or over-the-counter options that utilize an Ether-related instrument as the reference asset.” With respect to the over-the-counter options, please specify supplementally the extent to which these instruments are currently available.
Response. The Fund does not plan to use over-the-counter options and has removed such disclosure from the prospectus.
11. Comment: If the Fund will invest in OTC options, please add risk disclosure about such investments including the differences between the risk of investing OTC options versus exchange-traded options.
Response. As noted in response to Comment 10, the Fund will not be investing in OTC options.
12. Comment: The Fund states that since it may obtain exposure to Ether-related instruments via options instead of owning the reference asset, the Fund’s exposure is considered to be “synthetic.” Please state, supplementally, the extent to which there will be caps or limits in place on the Fund’s synthetic long exposure to Spot Ether ETPs and other Ether-related instruments.
Response. The Fund intends to purchase up to 25% of its long, notional exposure via one or more Spot Ether ETPs in the CFC. The remaining 75% will be invested via a put/call combination to build a synthetic long position. The Fund will not be levered. In addition, the Fund will not invest in Ether. The Registrant notes that “The Fund will not invest in Ether directly” is included in bold in the Principal Investment Strategy. The Registrant has reviewed, and where necessary, modified the disclosure in the Prospectus so that it does not imply or suggest that such direct investments will be made.
13. Comment: Certain registrants using covered-call strategies such as the strategy proposed for the Fund have included charts and table that provide graphical or similar representations of how the Fund’s net asset value per share (“NAV”) and/or performance will be impacted in certain market scenarios. For example, a chart with the price of Ethereum on one axis and the Fund’s NAV on the other axis, showing the correlation between the two over a period of time where there are significant changes in the price Ethereum. Consider adding such charts or tables to the Prospectus.
Response. The Registrant respectfully declines to add such charts or tables to the prospectus.
Principal Risks of Investing in the Fund/Additional Information About the Fund’s Principal Risks
14. Comment: Please add a discussion of the following additional risks associated with ETPs:
(A) Ethereum ETPs are subject to management fees and other fees that may increase their costs versus the costs of owning ether directly.
(B) Ethereum ETPs generally determine the price of ether by reference to a benchmark rate or index, and therefore may not reflect the global price of ether, or the price of ether on any one digital asset trading platform.
(C) In the event the price used by the Ethereum ETP deviates from the global price of ether, the Fund’s returns may be adversely affected.
Response.
With respect to (A) above, the Registrant has added the following risk disclosure under “Spot Ether ETP Risk”:
Spot Ether ETPs are subject to management fees and other expenses, and the Fund’s investments in Spot Ether ETPs will create higher costs for the Fund compared to the costs of the Fund owning Ether directly.
With respect to (B) and (C) above, the Registrant notes that the disclosure below is included in the prospectus and has added a reference to the Fund:
Spot Ether ETPs determine the spot price of Ether and calculate their net asset values in reliance on composite indexes and other pricing sources. These indexes have a limited operating history. Thus, there is a risk that the price reported by the indexes could fail to track the global Ether price, which would adversely affect the value of a Spot Ether ETP's shares and the Fund. The value of a Spot Ether as represented by an index or other pricing source used by a Spot Ether ETP could be adversely affected by trading activity on digital asset platforms.
15. Comment: Please consider adding/addressing the following to your general discussion of Ether Risk:
● Ethereum is an evolving blockchain platform that continues to undergo substantial upgrades, such as the transition from Proof-of-Work to Proof of-Stake Stake (the “Merge”) in 2022 and subsequent network improvements like the 2024 Dencun upgrade to reduce costs and improve scalability. These complex technological upgrades are intended to improve Ethereum’s scalability, security, transaction throughput, energy efficiency, and usability. However, each significant update introduces risks including technical vulnerabilities, potential software flaws, delays in development, operational disruptions, or unintended economic impacts, any of which could negatively affect investor confidence, the adoption of the Ethereum blockchain, or ether’s valuation.
● The regulatory environment for ether and the Ethereum blockchain remains uncertain and varied globally. While the CFTC has indicated that ether is generally treated as a commodity, the SEC has not issued a definitive classification, and regulatory risks persist. Unanticipated regulatory actions—including enforcement actions, reclassification of ether’s regulatory status (such as a security versus commodity), or significant policy changes—could materially impact ether’s value and liquidity. Investors should remain aware that shifts
Show Raw Text
CORRESP
1
filename1.htm
November
26, 2025
Daniel
Greenspan, Esq.
Division
of Investment Management — Disclosure Review and Accounting Office
U.S.
Securities and Exchange Commission
100
F Street NE
Washington,
D.C. 20549
Re: NEOS
ETF Trust (the "Trust" or the "Registrant") File Nos. 811-23645, 333-253997
Dear
Mr. Greenspan:
On
August 11, 2025, NEOS ETF Trust (the "Trust" or the "Registrant"), on behalf of its series, NEOS Ethereum High Income
ETF (the "Fund"), filed post-effective amendment number 186 to the Trust's registration statement (the "Amendment").
The Amendment was filed pursuant to Rule 485(a)(2) under the Securities Act of 1933, as amended, to register shares of the Fund. On November
18, 2025 and November 24, 2025, you provided comments by phone to Bibb Strench.
Set
forth below are your comments, as we understand them, followed by responses to those comments, which the Fund has authorized Thompson
Hine LLP to make on its behalf. Where applicable, revisions indicated in responses to your comments will be reflected in an amendment
to the registration statement to be filed subsequently to this letter. Revisions to the summary portion of the prospectus have been carried
over to the statutory portion. All capitalized terms not defined herein have the meaning given to them in the registration statement.
The Registrant will file a response at least five days in advance of the effective date of the Amendment.
In
addition, we have attached as requested a blacklined version of the prospectus reflecting our responses to your comments.
General
1. In
general, the staff distinguishes between income generated from a fund receiving premium payments
from writing options as compared to income from dividends of common stock or interest paid
on bond investments. The receipt of option premium does not always represent income as it
depends on the overall outcome of the transaction. For example, there may be contingencies
and transaction costs associated with earning income from writing options that are not present
with respect to common stock and bond investments. Please make sure disclosure in the Prospectus
do not conflate these types of income and, if necessary, revise disclosure so that an investor
would be aware of such different types of income.
Response.
We believe that the disclosure as drafted in the Prospectus contained in the filing referenced above is adequate with respect to describing
income derived from writing options and does not conflate such income with other types of income that might cause investor confusion.
Principal
Investment Strategies of the Fund
2. Comment: Please
disclose that distributions to Fund shareholders could be result of return of capital under
certain circumstances.
Response.
The Registrant has added the requested disclosure under “Tax Risk.”
3. Comment: Please
consider adding in the parenthetical on page 3 of the Prospectus the phrase “and at
the end of each fiscal quarter” after “(measured at the time of investment).”
Response.
The Registrant has added the requested disclosure.
4. Comment: With
respect to the Subsidiary, please confirm in correspondence:
(A) Whether
the financial statements of the Subsidiary will be consolidated with those of the Fund. If
not, please explain why not;
(B) Whether
the Subsidiary and its board will agree to inspection by the Staff of the subsidiary’s
books and records which will be maintained in accordance with Section 31 of the Investment
Company Act of 1940 and the rules thereunder; and
(C) That
the Subsidiary and its board of directors will agree to designate an agent for service or
process in the United States
Response.
The Registrant confirms (A) that the financial statements of the Subsidiary will be consolidated with those of the Fund; (B) that the
Subsidiary and its board of directors will agree to inspection by the Staff of the Subsidiary’s books and records; and (C) that
the Subsidiary and its board of directors will designate an agent for service of process in the US.
5. Comment: Please
supplementally confirm either:
(A) that
the Investment Advisory Agreement contemplates providing services to the Subsidiary; or
(B) that
the Adviser will enter into an investment advisory agreement for any services to the Subsidiary.
Response.
The Registrant confirms that the Adviser will enter into an investment advisory agreement with the Subsidiary.
6. Comment: “Ether-related
instrument” is defined as “Ether, an ETF that principally invests in Ether futures
contracts (“Ether Futures ETFs”), Spot Ether ETPs, or an index that uses Ether,
Ether Futures ETFs, and/or Spot Ether ETPs as the reference asset (each, an “Ether
Index”).
(A) Please
consider deleting the first reference to “Ether” in the definition. For example, elsewhere in the Prospectus, it is contemplated
that the Fund will sell or write call options on one or more Ether-related instruments. By including “Ether” in the above
definition, it suggests that the Fund will sell or write call options on Ether itself.
(B) In
the sentence above, please consider adding a colon (‘:”) after “invests in”.
Response.
(A) The
Registrant deleted the first reference to “Ether” in the definition of Ether-related
instruments.
(B) The
Registrant has added a colon after “invests in.”
7. Comment:
Supplementally, please explain how call strategies and option writing and purchases are expected
to impact the market of shares or units of Spot Ether ETFs. For example, are the liquidity
of Spot Ether ETFs expected to be impacted and might it limit the available capacity of Spot
ETFs?
Response.
The Registrant believes that there is little to no concern that the Fund’s options strategies will have any impact on the liquidity
or capacity of Spot Ether ETPs.
8. Comment:
Supplementally, what types of policies and procedures will the Fund and its adviser implement
to monitor trades by access persons in Ethereum and address conflicts of interests raised
by such investments? For example, will the Fund’s and/or adviser’s code of ethics
be revised to cover Ethereum investments?
Response.
The Registrant intends to update the Trust’s compliance manual and code of ethics to include references to Ethereum and other digital
assets. For example, in the Trust’s code of ethics, pre-clearance requirements will apply to trades in Ethereum. The Adviser has
adopted a formal policy and procedure under its Code of Ethics for the reporting and monitoring of digital assets, which includes Ethereum,
by Access Persons.
9. Comment:
Disclose the extent to which the Fund expects to “cover” call
options it writes.
Response.
The Registrant has added the following disclosure:
The
Fund has the ability to write call options on 25% to 100% of the net asset value of the Fund, although
the Fund may be outside of this range from time to time because of market or other conditions.
10. Comment: On
p. 4 of the Prospectus, the Registrant states that to “implement
the Ether options strategy, the Fund invests in traditional exchange-traded options, FLexible
EXchange® options (“FLEX Options”), and/or over-the-counter options that
utilize an Ether-related instrument as the reference asset.” With respect to the over-the-counter
options, please specify supplementally the extent to which these instruments are currently
available.
Response.
The Fund does not plan to use over-the-counter options and has removed such disclosure from the prospectus.
11. Comment: If
the Fund will invest in OTC options, please add risk disclosure about such investments including
the differences between the risk of investing OTC options versus exchange-traded options.
Response.
As noted in response to Comment 10, the Fund will not be investing in OTC options.
12. Comment:
The Fund states that since it
may obtain exposure to Ether-related instruments via options instead of owning the reference
asset, the Fund’s exposure is considered to be “synthetic.” Please
state, supplementally, the extent to which there will be caps or limits in place on the Fund’s
synthetic long exposure to Spot Ether ETPs and other Ether-related instruments.
Response.
The Fund intends to purchase up to 25% of its long, notional exposure via one or more Spot Ether ETPs in the CFC. The remaining 75% will
be invested via a put/call combination to build a synthetic long position. The Fund will not be levered. In addition, the Fund will not
invest in Ether. The Registrant notes that “The Fund will not invest in Ether directly” is included in bold in the
Principal Investment Strategy. The Registrant has reviewed, and where necessary, modified the disclosure in the Prospectus so that it
does not imply or suggest that such direct investments will be made.
13. Comment:
Certain registrants using covered-call strategies such as the strategy proposed for the Fund
have included charts and table that provide graphical or similar representations of how the
Fund’s net asset value per share (“NAV”) and/or performance will be impacted
in certain market scenarios. For example, a chart with the price of Ethereum on one axis
and the Fund’s NAV on the other axis, showing the correlation between the two over
a period of time where there are significant changes in the price Ethereum. Consider adding
such charts or tables to the Prospectus.
Response.
The Registrant respectfully declines to add such charts or tables to the prospectus.
Principal
Risks of Investing in the Fund/Additional Information About the Fund’s Principal Risks
14. Comment: Please
add a discussion of the following additional risks associated with ETPs:
(A)
Ethereum ETPs are subject to management fees and other fees that may increase their costs versus the costs of owning ether directly.
(B)
Ethereum ETPs generally determine the price of ether by reference to a benchmark rate or index, and therefore may not reflect the global
price of ether, or the price of ether on any one digital asset trading platform.
(C)
In the event the price used by the Ethereum ETP deviates from the global price of ether, the Fund’s returns may be adversely affected.
Response.
With
respect to (A) above, the Registrant has added the following risk disclosure under “Spot Ether ETP Risk”:
Spot
Ether ETPs are subject to management fees and other expenses, and the Fund’s investments in Spot Ether ETPs will create higher
costs for the Fund compared to the costs of the Fund owning Ether directly.
With
respect to (B) and (C) above, the Registrant notes that the disclosure below is included in the prospectus and has added a reference
to the Fund:
Spot
Ether ETPs determine the spot price of Ether and calculate their net asset values in reliance on composite indexes and other pricing sources.
These indexes have a limited operating history. Thus, there is a risk that the price reported by the indexes could fail to track
the global Ether price, which would adversely affect the value of a Spot Ether ETP's shares and the Fund. The
value of a Spot Ether as represented by an index or other pricing source used by a Spot Ether ETP could be adversely affected by
trading activity on digital asset platforms.
15. Comment: Please
consider adding/addressing the following to your general discussion of Ether Risk:
● Ethereum
is an evolving blockchain platform that continues to undergo substantial upgrades, such as
the transition from Proof-of-Work to Proof of-Stake Stake (the “Merge”) in 2022
and subsequent network improvements like the 2024 Dencun upgrade to reduce costs and improve
scalability. These complex technological upgrades are intended to improve Ethereum’s
scalability, security, transaction throughput, energy efficiency, and usability. However,
each significant update introduces risks including technical vulnerabilities, potential software
flaws, delays in development, operational disruptions, or unintended economic impacts, any
of which could negatively affect investor confidence, the adoption of the Ethereum blockchain,
or ether’s valuation.
● The
regulatory environment for ether and the Ethereum blockchain remains uncertain and varied
globally. While the CFTC has indicated that ether is generally treated as a commodity, the
SEC has not issued a definitive classification, and regulatory risks persist. Unanticipated
regulatory actions—including enforcement actions, reclassification of ether’s
regulatory status (such as a security versus commodity), or significant policy changes—could
materially impact ether’s value and liquidity. Investors should remain aware that shifts