 | 111 West Monroe Street
Chicago, IL 60603-4080
T 312.845.3000
F 312.701.2361
www.chapman.com |
September 3, 2020
Anu Dubey
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Re: SmartTrust 494 (the “Fund”)
(File No. 333-248066) (CIK# 1806749)
Ms. Dubey:
Transmitted herewith on behalf of Hennion & Walsh, Inc. (the “Sponsor”), sponsor, depositor and principal underwriter of the Fund, is Amendment No. 1 to the Registration Statement on Form S-6 for the registration under the Securities Act of 1933 (the “Securities Act”) of units representing the ownership of interests in the unit investment trust of the Fund (the “Trust”).
The Registration Statement on Form S-6 relating to the Fund was initially filed with the Securities and Exchange Commission (the “Commission”) on August 17, 2020. We received comments from the staff of the Commission in a telephone conversation between Anu Dubey and Matthew Wirig on September 2, 2020 requesting that we make certain changes to the Registration Statement. We have addressed those comments herein and the prospectus has been revised in accordance with the comments of the staff. The following are our responses to the staff’s comments:
Comment 1
The comment requested that if Trust will be concentrated in any sector, then the prospectus should include corresponding risk disclosure. If the final portfolio for the Trust includes a concentration in any sector, appropriate disclosures will be added to the prospectus.
Comment 2
The comment requested that the sixth bullet point under the section entitled “Investment Summary – Principal Risk Considerations” be revised to clarify the risks of investing in closed-end funds and the risks of investing in exchange-traded funds. The referenced disclosure has been replaced with two bullet points to delineate and clarify the risks of investing in each of these fund types.
We have been advised that the Sponsor would like to activate the Fund and have the Registration Statement declared effective on November 3, 2020, or as soon as possible thereafter. An appropriate amendment to the Registration Statement to reflect such deposit will be promptly filed with the Commission at that time, accompanied by the request of the Sponsor that the Registration Statement be made effective.
No notification of registration or registration statement under the Investment Company Act of 1940 is currently being submitted to the Commission, as the filings under the Investment Company Act
of 1940 File No. 811-21429 for Smart Trust, Tax Free Bond Trust, et al. are intended to apply to this series of the Fund.
Inasmuch as the Fund is not yet operative, no filings have been required under any of the acts administered by the Commission. Therefore, for purposes of Securities Act Release No. 5196 there are no delinquencies to be reported or other references to be made to filings under the Securities Exchange Act of 1934.
If you have any questions, please do not hesitate to contact Scott R. Anderson at (312) 845-3834 or Matthew T. Wirig at (312) 845-3432.
Very truly yours,
/s/ CHAPMAN AND CUTLER LLP
Chapman and Cutler LLP
