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(1)
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the Trust is responsible for the adequacy and accuracy of the disclosure in the filing;
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(2)
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comments from the U.S. Securities and Exchange Commission (the “Commission”) or the staff, or changes to disclosure in response to such comments, do not foreclose the Commission from taking any action with respect to the filing;
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(3)
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the Trust may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
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Comment 1.
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The Funds’ indexes do not appear to be “rules-based” given the degree of subjectivity involved in identifying the index constituents. A rules-based index should exhibit the following characteristics: (i) each rule is defined with specificity; (ii) the methodology reflects a clear, objective formula; (iii) the rules are not open to subjective determinations or human discretion; and (iv) the index can be consistently replicated by third parties with access to the same data and tools with the same results.
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| Response: | The rules for each of the Funds’ indexes have been revised in accordance with the above comment. Revised disclosure regarding the construction of each index can be found at the attached Appendix A. The Trust believes that each Index, as currently constructed, is “rules-based.” |
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Comment 2.
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Please confirm that the securities purchased by a Fund outside of those included in the applicable Index will not be used to effectuate leverage.
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| Response: | The Registrant so confirms. |
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Comment 3.
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If a Fund’s investments will initially be focused (i.e., invest more than 25% of its assets) in one or more countries or geographic regions, please disclose the risks associated with investing in such countries or regions. If a Fund is expected to focus its investments in one or more countries or geographic regions in the future, please confirm that the Fund will add appropriate risk disclosure at the time of such investments.
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| Response: | The Trust confirms that neither Fund will initially be focused in one or more countries or geographic regions other than the United States. The Trust confirms that it will add appropriate risk disclosure if a Fund focuses its investments in a particular country or geographic region in the future. |
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Comment 4.
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If a Fund will invest in companies in emerging markets as part of its principal investment strategy, please state as much in the strategy disclosure and add a separate risk disclosure for such investments.
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| Response: | The Trust confirms that investments in companies in emerging markets are not part of either Fund’s principal investment strategy. |
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Comment 5.
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Please confirm whether securities underlying the Funds will trade outside a collateralized settlement system. If yes, please add risk disclosure that there are a limited number of financial institutions that may operate as Authorized Participants that post collateral for such transactions on an agency basis on behalf of other market participants and to the extent such Authorized Participants exit the business there may not be firms to process creation or redemption orders for other participants, which may significantly diminish the trading market for the Funds.
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| Response: | The Trust confirms that foreign securities are expected to trade outside of a collateralized settlement system. The following risk disclosure has been added to the prospectus under the heading “Non-Principal Risks” in response to Item 9 of Form N-1A: |
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Comment 6.
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Please add risk disclosure noting that in stressed markets, the market for Shares may become less liquid in response to deteriorating liquidity in the markets for the Fund’s underlying holdings; this adverse effect on the liquidity of Shares could lead to differences between market price and underling NAV of Shares.
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| Response: | The following risk disclosure has been added under “Market Trading Risk—Trading Issues” in response to Item 9 of Form N-1A: |
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Comment 7.
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Please add risk disclosure that foreign exchanges may be open on days when the Funds do not price their shares, and consequently, the value of the securities in the Funds’ portfolios may change on days when shareholders will not be able to purchase or sell Fund shares.
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| Response: | The requested disclosure has been added under “Foreign Investment Risk.” |
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Comment 8.
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Please consider moving the “Technology Companies Risk” to a more prominent position in the list of risk factors.
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| Response: | The “Technology Companies Risk” has been renamed “FinTech Companies Risk” and “HealthTech Companies Risk”, as applicable, and moved toward the top of the risk factors list in keeping with its alphabetical presentation. |
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Comment 9.
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Under “Market Trading Risk—Fluctuation of NAV,” please delete the sixth sentence, which appears to be mitigating disclosure.
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| Response: | The requested change has been made. |
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Comment 10.
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Please confirm that the exceptions to the expenses paid for by the Adviser are detailed in the Advisory Agreement and that the Advisor retains the ultimate obligation to the Funds to pay Fund expenses. Please also file a copy of the applicable Advisory Agreement.
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| Response: | The Trust confirms that the exceptions disclosed in the above-referenced section are detailed in the Advisory Agreement and that the Advisor retains the ultimate obligation to the Funds to pay Fund expenses. The Trust confirms that the Advisory Agreement will be filed with the next post-effective amendment related to the Funds. |
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Comment 11.
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Please expand the disclosure under “Manager of Managers Structure” to state that the Funds will still be required to provide certain information to shareholders.
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| Response: | The following sentence has been added to the above-referenced section: |
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Comment 12.
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Please confirm that the Board does not expect to approve the imposition of any 12b-1 fees during the first 12 months of operations.
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| Response: | The Trust so confirms. |
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Comment 13.
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Please confirm that each exhibit relating to the Funds listed in the Part C as being filed by subsequent amendment will be filed with the next post-effective amendment related to the Funds.
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| Response: | The Trust confirms that each exhibit relating to the Funds listed in the Part C as being filed by subsequent amendment, other than a consent of the Funds’ independent registered public accountant, will be filed with the next post-effective amendment related to the Funds. The Trust has determined that such a consent is not applicable to such amendment. |
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Comment 14.
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With respect to the PureFunds IndustryTech ETF, please revise the third paragraph under “Principal Investment Strategies” to replace “as a principal part of their business” with “that are principally engaged in” such that the sentence reads in relevant part as follows: “companies…that are principally engaged in the utilization or development of software solutions that focus on….” Alternatively, please better define was it means to be “a principal part of their business” (e.g., more than 50% of a company’s revenues or profits are derived from such activities/products).
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| Response: | The requested change has been made, and updated disclosure can be found at the attached Appendix A. |
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Healthcare Informatics — companies that are principally engaged in providing information technology services to health care providers and facilitating such providers’ interactions with their patients/consumers. Healthcare Informatics includes the provision of application, systems and/or data processing software, advanced visualization software, internet-based tools, and information technology consulting services to doctors, hospitals, or businesses operating primarily in the health care field.
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Medical Instruments — companies that are principally engaged in the design and sale of instruments that assist medical providers with medical procedures and treatments, as well as with patient care and recovery. Examples of such instruments include bio-surgery products, vaccines, products for blood collection, and processing and storage products and technologies for transfusion therapies.
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Medical Appliances — companies that are principally engaged in the development and sales of devices used in the treatment of certain medical conditions. Examples of such devices include implantable biomedical devices such as defibrillators and pacemakers, spinal implant devices, and drug delivery systems.
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