January 16, 2020
Via Email
David W. Freese, Esq.
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA 19103
Re: Siren ETF Trust
Initial Registration Statement on Form N-1A
File Nos. 333-235544 and 811-23502
Dear Mr. Freese,
On December 17, 2019, Siren ETF Trust (the "Trust") filed an initial
registration
statement on Form N-1A under the Securities Act of 1933 and the Investment
Company Act of
1940 ("1940 Act"). The filing registers shares of the Siren Large Cap Blend
Index ETF (the
"Fund").
We have reviewed the filing and have the following comments. 1 Where a
comment is
made with regard to the disclosure in one location, it is applicable to all
similar disclosure
appearing elsewhere in the registration statement.
General
1. We note that significant portions of the registration statement are
missing information or
contain bracketed disclosure. We may have additional comments on such
portions when
you complete them in a pre-effective amendment, on disclosures made in
response to this
letter, on information supplied supplementally, or on exhibits added
in any pre-effective
amendment.
2. Please supplementally advise the staff of any exemptive or no-action
relief the Fund
intends to seek in connection with this filing.
3. Please confirm whether a party other than the Fund's sponsor or one of
its affiliates is
providing the Fund's initial (seed) capital. If yes, please
supplementally identify the
party providing the seed capital and describe its relationship with
the Fund.
4. Supplementally, please provide the index methodology for the Index for
our review.
1
Capitalized terms have the same meaning as in the registration statement
unless otherwise indicated.
David W. Freese, Esq.
January 16, 2020
Page 2 of 5
Summary Prospectus
Fund Fees and Expense, p.1
5. Please provide a completed fee table and expense example for the Staff's
review. We
may have additional comments.
Principal Investment Strategy, pp. 1-2
6. Please clarify the following: (1) the criteria the Index will use to
identify each "universe"
of potential companies to include in its holdings; (2) if all of the
companies, US and non-
US, will be listed on the Nasdaq Stock Market; and (3) if the REITs will
be listed on the
Nasdaq Stock Market.
7. Please clarify how the portfolio will be allocated among US and non-US
companies and
REITs; for example, will the 30 largest companies and 30 largest REITs
be eligible for
inclusion, regardless of geographic location?
8. You state in the second paragraph that the "Index selects the 30 largest
companies from
each universe and weights each company by market capitalization within
its respective
universe." Please explain the purpose of weighting the companies within
each universe.
9. Please clarify how the Index defines "financial companies."
10. The first paragraph suggests the companies in the Index may include
non-US companies.
Does the Fund intend to invest principally in foreign securities? If so,
please identify
where these companies are located (e.g., developed countries).
11. Please disclose that the Index is sponsored by an affiliate and disclose
the nature of the
affiliation.
12. Please disclose if the Fund will hold derivatives and if so, please
explain how derivatives
will be used by the Adviser in the portfolio. If derivatives are used as
a substitute for an
equity holding in the Index, please confirm that any derivatives
included in the 80%
basket for purposes of Rule 35d-1 will be valued at market value.
13. Please clarify whether the Fund will change its designation as
non-diversified as a result
of changes in the composition of the Index. We note that a
non-diversified fund may
become diversified without a shareholder vote but not the converse.
14. In the last paragraph of this section, please revise the first sentence
to state that the Fund
will also invest at least 80% of its net assets in components of its
Index.
David W. Freese, Esq.
January 16, 2020
Page 3 of 5
15. In the last paragraph, the Fund discloses that it will invest at least
80% of the value of its
assets in large-capitalization companies. Please disclose the fund's
definitions, including
ranges, for large-capitalization companies. See, Investment Company Act
Release
24828, at n. 43 (Jan. 17, 2001).
Principal Risks, p.2
16. Please disclose that, where all or a portion of the ETF's underlying
securities trade in a
market that is closed when the market in which the ETF's shares are
listed and traded is
open, there may be changes between the last quote from its closed
foreign market and the
value of such security during the ETF's domestic trading day. In
addition, please note
that this, in turn could lead to differences between the market price of
the ETF's shares
and the underlying value of those shares.
17. Supplementally, please describe the Index Provider's experience. If
there are any
potential risks related to the level of the Index Provider's experience,
please disclose.
Performance Information, p.4
18. Supplementally, please identify the broad-based index against which the
Fund's
performance will be measured.
Investment Adviser, p.4
19. Please revise the sentence to give the month and date of the Fund's
inception.
Purchase and Sale of Fund Shares, p.4
20. Please clarify whether creation unit transactions will be conducted
primarily in cash or
in-kind. If the transactions will be primarily in cash, please disclose
that such
transactions are less tax-efficient than those conducted in-kind.
Statutory Prospectus
Investment Objective and Principal Investment Strategies, p. 5
21. Please disclose what instruments will be held principally as part of the
Fund's 20%
basket of securities.
Investment Adviser and Portfolio Manager, p. 8
22. In the second paragraph under "The Investment Adviser," please clarify
that the Fund is
new and give the month and year of the Fund's inception.
David W. Freese, Esq.
January 16, 2020
Page 4 of 5
23. In the first paragraph under "Portfolio Manager," please clarify what is
meant by "service
ETF users and traders" in the discussion of Street One Financial.
Index/Trademark Licenses/Disclaimers, p.13
24. Please revise this section since the Fund will track an affiliated
index.
Statement of Additional Information
Description of Permitted Investments and Risk Factors, pp.16-17
25. In the discussion of "Investment Companies," you state that the Fund may
invest in other
investment companies including leveraged ETFs and the penultimate
paragraph suggests
the Fund has exemptive orders and procedures approved by the Board.
Please revise
since it appears that the Fund has not applied for any exemptive relief.
See also,
comment 2 above.
********
Responses to this letter should be made in a letter to me filed on
EDGAR and in the form
of a pre-effective amendment filed pursuant to Rule 472 under the Securities
Act. Where no
change will be made in the filing in response to a comment, please indicate
this fact in the letter
to us and briefly state the basis for your position.
You should review and comply with all applicable requirements of the
federal securities
laws in connection with the preparation and distribution of a preliminary
prospectus.
Although we have completed our initial review of the registration
statement, the filing
will be reviewed further after we receive your response. Therefore, we reserve
the right to
comment further on the registration statement and any amendments. After we have
resolved all
issues, the Fund and its underwriter must request acceleration of the effective
date of the
registration statement.
In closing, we remind you that the Fund is responsible for the
accuracy and adequacy of
its disclosure in the registration statement, notwithstanding any review,
comments, action, or
absence of action by the staff.
David W. Freese, Esq.
January 16, 2020
Page 5 of 5
Should you have any questions prior to filing a pre-effective
amendment, please feel free
to contact me at (202) 551-6870 or hahnja@sec.gov.
Sincerely,
/s/ Jaea F. Hahn
Jaea F. Hahn
Senior Counsel
cc: William Kotapish, Assistant Director
Sumeera Younis, Branch Chief