Magda El Guindi-Rosenbaum
+1.202.373.6091
mer@morganlewis.com
VIA EDGAR
July 19, 2022
John Grzeskiewicz, Esq.
Division of Investment Management
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Re: | Exchange Traded Concepts Trust (File Nos. 333-156529 and 811-22263) |
Dear Mr. Grzeskiewicz:
This letter responds to staff comments regarding the preliminary proxy statement filed on July 1, 2022 by Exchange Traded Concepts Trust (the “Trust”) relating to the ETC 6 Meridian Hedged Equity-Index Option Strategy ETF, ETC 6 Meridian Low Beta Equity Strategy ETF, ETC 6 Meridian Mega Cap Equity ETF, and ETC 6 Meridian Small Cap Equity ETF (the “Funds”). For ease of reference, set forth below are the comments followed by the Trust’s responses.
1. | Comment. Please note for future preliminary proxy statement filings that the proxy statement and proxy card should be marked as preliminary in accordance with Rule 14a-6(e)(1). |
Response. The Trust acknowledges the comment.
2. | Comment. Please supplementally describe the steps and measures that the Board of Trustees and the investment adviser are taking to prevent recurrence of the administrative error. |
Response. The Trust represents that the board meeting process with respect to advisory agreement renewals is being changed from a quarterly cycle (during which certain renewals are considered each quarter) to a single annual renewal meeting at which all advisory agreement renewals will be considered. A comprehensive chart indicating all advisory agreement expiration and renewal dates will be monitored by multiple parties to ensure renewals are considered on a timely basis.
3. | Comment. Please supplementally explain how the Board of Trustees and the investment adviser failed to notice the upcoming termination of the investment advisory agreement. |
Response. The Trust represents that the inadvertent lapse was the result of a combination of events including the off-cycle consideration in December 2021 of a new sub-advisory agreement for the Funds in connection with a change in control of their sub-adviser and the move from quarterly board consideration of advisory agreement renewals to a single annual renewal meeting.
Morgan, Lewis & Bockius llp | ||
1111 Pennsylvania Avenue, NW | ||
Washington, DC 20004 | +1.202.739.3000 | |
United States | +1.202.739.3001 |
July 19, 2022
Page 2
4. | Comment. Please confirm to the staff that all required Item 22(c) disclosure is included in the proxy statement (for example, Item 22(c)(3), Item 22(c)(13), and Item 22(c)(14)). |
Response. The Trust represents that the disclosure has been enhanced where necessary to ensure all Item 22(c) disclosure is included.
5. | Comment. Please supplementally provide an explanation around the position that the termination of the primary investment advisory agreement does not affect reliance on the manager of managers order to enter into a new sub-advisory agreement. |
Response. The Trust represents that it will rely on the manager of managers order to enter into a new sub-advisory agreement after the new primary investment advisory agreement has been approved by shareholders.
6. | Comment. Please bold the clause in the proxy card stating that the proxy is solicited by the Board of Trustees as required by Rule 14a-4(a)(1). |
Response. Registrant represents that the clause has been bolded.
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If you have questions or comments, please do not hesitate to contact me at 202.373.6091.
Sincerely,
/s/ Magda El Guindi-Rosenbaum | |
Magda El Guindi-Rosenbaum |