April 24, 2023
VIA E-MAIL
Scott R. Anderson, Esq.
Chapman and Cutler LLP
320 South Canal Street, 27th Floor
Chicago, IL 60606
Re: SmartTrust 613
File Nos. 333-270872 and 811-21429
Dear Mr. Anderson:
On March 27, 2023, you filed a registration statement on Form S-6 for
SmartTrust 613
(Healthcare Innovations Trust II, Series 1 and Technology Revolution Trust II,
Series 1) (the
Trust ), a unit investment trust. We have reviewed the registration
statement, and have provided
our comments below. For convenience, we generally organized our comments using
headings,
defined terms, and page numbers from the registration statement. Where a
comment is made in
one location, it is applicable to all similar disclosure appearing elsewhere in
the registration
statement.
Healthcare Innovations Trust II
PROSPECTUS (PART A)
Investment Objective (page A-3)
1. Please revise the Trust s investment objective to clarify that total
return also includes income.
Principal Investment Strategy (pages A-3 A-5)
2. On page A-4, the last sentence of the fourth paragraph states that [b]oth
of these eligibility
criteria are subject to a 10% buffer for constituents in the Syntax US
Medical Innovation Index
prior to reconstitution. Please revise this sentence to clarify the
disclosure.
3. On page A-5, the first sentence of the first full paragraph states that
Syntax US Medical
Innovation Index is rebalanced quarterly and the second sentence of this
paragraph states that
such index is reconstituted semi-annually. Please disclose the difference
between rebalance
and reconstitution of the index.
4. On page A-5, the third sentence of the first full paragraph states that
Syntax US Medical
Innovation Index eligibility criteria is determined as of the snapshot date.
Inasmuch as this
suggests that the index s eligibility criteria can change on each snapshot
date, tell us whether
or not the disclosure in this section describing the index s eligibility
criteria will remain the
same as disclosed here at the Security Selection Date. We may have more
comments after
reviewing your response.
Scott R. Anderson, Esq.
April 24, 2023
Page 2
5. On page A-5, the sixth sentence of the first full paragraph states that
additions of index
constituents are generally not made at the entity level in the rebalancing
but may be made at
the listing level. Please disclose the meaning of, and difference between,
entity level and
listing level .
Principal Risk Considerations (pages A-5 A-6)
6. On page A-6, the second bulleted risk states that the Trust is considered to
be concentrated in
securities issued by companies in the health care sector. Please also
disclose this statement in
the Principal Investment Strategy section.
Technology Revolution Trust II
Principal Investment Strategy (pages A-11 A-13)
7. Please disclose in bold that (1) the Trust will not invest directly or
indirectly (e.g., through
bitcoin derivatives) in cryptocurrencies and (2) because the Trust does not
invest directly or
indirectly in cryptocurrencies, the Trust is not expected to track the price
movements of any
cryptocurrency.
8. On page A-11, the second sentence of the last paragraph states that the
sponsor defines
companies engaged in revolutionary technologies to be companies that are
principally engaged
in or derive significant revenues from businesses in, among other things,
blockchain. Please
provide us with a list of the Trust s portfolio securities that would be
principally engaged in or
derive significant revenues from businesses in blockchain. We may have more
comments after
reviewing your response.
9. On page A-11, the second sentence of the last paragraph states that the
sponsor defines
companies engaged in revolutionary technologies to be companies that are
principally engaged
in or derive significant revenues from businesses in, among other things,
banking, insurance
and investment technology . Please replace the term banking, insurance
and investment
technology with a term that clarifies that this business category does
not include banks and
insurance companies (e.g., financial investment technology).
10. On page A-12, the first full sentence states that the Trust may invest in
securities of foreign
issuers, including companies in emerging markets. If the Trust s
portfolio will include
significant investments in a particular country or region, please identify
the country or region
here and disclose the specific risks of that country or region in the
Principal Risk
Considerations section.
11. On page A-12, the second full paragraph states that candidates of the
Syntax North American
Technology Revolution Index are identified using data showing that their
issuing companies
derive at least 50% of their revenues from one or more business segments,
including
blockchain (described as including companies that utilize blockchain
technology for payment
processing, recordkeeping and other applications). Inasmuch as the first
full sentence on page
B-5 states that blockchain technology is not a product or service that
provides identifiable
revenue for companies that implement or otherwise use it, please explain to
us how a company
that utilizes blockchain technology for the purposes identified in the
first bullet would derive
at least 50% of its revenues from blockchain technology and therefore be
included in the
Syntax North American Technology Revolution Index. Please note that, in the
staff s view, it
Scott R. Anderson, Esq.
April 24, 2023
Page 3
would not be appropriate to categorize a company whose sole tie to
blockchain is to use it to
accept cryptocurrency payments as in the blockchain business.
12. Please apply comments 2 through 5 to the same disclosure that is included
on page A-13.
PART B
Principal Risk Considerations Risks Associated with Blockchain;
Cybersecurity; Internet
of Things; Banking, Insurance, and Investment Technology; High-Performance
Compute/Artificial Intelligence; Robotics; and 5G Technology and Services
(pages B-4 B-
7)
13. On page B-5, the fourth and fifth sentences repeat the sixth and seventh
sentences. Please
remove one set of these sentences.
GENERAL COMMENTS
14. Please advise us whether you have submitted or expect to submit any
exemptive applications
or no-action requests in connection with your registration statement.
15. Responses to this letter should be set forth in the form of a response
letter as well as in a pre-
effective amendment filed pursuant to Rule 472 under the Securities Act of
1933. Where no
change will be made in the filing in response to a comment, please indicate
this fact in a letter
to us and briefly state the basis for your position.
*******
In closing, we remind you that, since the Trust and its sponsor are in
possession of all facts
relating to the Trust s disclosure, the Trust and its sponsor are responsible
for the accuracy and
adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action
by the staff.
Should you have any questions prior to filing a pre-effective
amendment, please feel free
to contact me at 202-551-6782.
Sincerely,
/s/ Anu Dubey
Anu Dubey
Senior Counsel
cc: Michael Spratt
Thankam Varghese