SecProbe.io

CORRESP
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    Morrison Warren

    Partner

    Chapman and Cutler LLP

    320 South Canal Street, 27th Floor

    Chicago, Illinois 60606

    T 312.845.3484

    warren@chapman.com

June 7, 2024

VIA EDGAR CORRESPONDENCE

Mindy Rotter

Division of Investment Management

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Re:  Exchange Listed Funds Trust (the “Registrant”),
on behalf of its series,

 Stratified LargeCap Index ETF and Stratified LargeCap Hedged ETF

File No. 333-279083

Dear Ms. Rotter:

This letter responds to your
comments provided telephonically regarding the registration statement filed by the Registrant on Form N-14 (the “Registration
Statement”) on May 2, 2024, on behalf of Stratified LargeCap Index ETF and Stratified LargeCap Hedged ETF, each a series of
the Registrant (each, an “Acquiring Fund” and collectively, the “Acquiring Funds”), and Syntax Stratified
LargeCap ETF, Syntax Stratified MidCap ETF, Syntax Stratified SmallCap ETF, Syntax Stratified U.S. Total Market ETF, Syntax Stratified
U.S. Total Market Hedged ETF and Syntax Stratified Total Market II ETF (each, an “Acquired Fund,” and collectively,
the “Acquired Funds” and together with the Acquiring Funds, the “Funds”). Capitalized terms used
but not defined herein have the meanings ascribed to such terms in the Registration Statement and the prospectus contained therein (the
“Prospectus”). We are submitting via EDGAR this letter on behalf of the Funds, which is intended to respond to your
comments.

Comment
1 – General

In the sections of the Registration
Statement entitled “Questions and Answers” and “Supplemental Financial Information,” please consider disclosing
the estimated reorganization costs the investment adviser to the Acquired Funds and the investment adviser to the Acquiring Funds are
each expected to pay in a subsequent pre-effective amendment to the Registration Statement. In addition, please provide the total amount
of the estimated reorganization costs in correspondence.

Response
to Comment 1

The Registrant will add
the estimated costs of the reorganization to the sections referenced by the Staff in a subsequent pre-effective amendment to the
Registration Statement. Per the Staff’s request, the estimated reorganization cost is $195,923. This cost will be paid by
Syntax Advisors, LLC whether or not the reorganization is consummated and will not be paid by Fund shareholders. The investment
adviser to the Acquiring Funds is not bearing the reorganization costs, except for a de minimis amount of out of pocket expenses
attributed to filing costs.

Comment
2 – General

In the section of the Registration
Statement entitled “Questions and Answers,” the Registrant noted, “[e]ach Acquired Fund’s Reorganization is expected
to occur as soon as reasonably practicable after its shareholders approve the Plan.” Please provide in correspondence a more specific
timeframe as to which each Acquired Fund reorganization is expected to occur.

Response
to Comment 2

Per the Staff’s request,
assuming the Staff declares the Registration Statement effective no later than June 15, 2024, the Registrant expects to require 10 days
for shareholders to receive proxy materials and an initial solicitation window of 45 days before the first declared shareholder meeting
on or about August 9, 2024. Although there can be no assurance that the Acquired Fund shareholders will reach quorum or approve the Reorganization
proposals in this timeframe, or that the Acquired and Acquiring Fund service providers will have availability to effect the Reorganizations
on this timeframe, if shareholders approve the Reorganization of each Acquired Fund on or about August 9, 2024, the Registrant would estimate
on or about August 23, 2024 as the earliest potential date of reorganization.

Comment
3 – General

The hyperlinks provided in
the Registrant Statement link to the Acquired Funds’ Annual Report dated December 31, 2022. Please confirm in correspondence that
the hyperlinks will be corrected to link to the Acquired Funds’ most recent Annual Report in a subsequent pre-effective amendment
to the Registration Statement.

Response
to Comment 3

The Registrant confirms that
more recent filings have become available since the initial filing of the Registration Statement and it will correct references to the
Acquired Funds’ most recent Annual Report in a subsequent pre-effective amendment to the Registration Statement.

Comment
4 – General

Please explain in correspondence
why the Acquired Funds’ Semi-Annual Report dated June 30, 2023 were incorporated by reference in the Registration Statement.

Response
to Comment 4

The Registrant notes that the
Acquired Funds’ Semi-Annual Report was the most recently available filed financial statements at the time of the initial filing
of the Registration Statement. The reference will be removed from the subsequent pre-effective amendment to the Registration Statement.

Comment
5 – General

The Staff noted varying language
throughout the filing regarding portfolio repositioning. Please conform the disclosure regarding portfolio repositioning so that it is
consistent throughout the document and confirm in correspondence that such disclosure will be made in a subsequent pre-effective amendment
to the Registration Statement.

Response
to Comment 5

The Registrant will conform
all applicable disclosures to each other for consistency throughout the document. The Registrant confirms this will be included in the
subsequent pre-effective amendment to the Registration Statement.

Comment
6 – General

Please explain in correspondence
whether the fees previously waived by the Acquired Funds are subject to recoupment. If yes, please confirm in correspondence that such
expenses will not be available to be recouped by the Acquiring Funds following the consummation of the Reorganizations.

Response
to Comment 6

There is no arrangement for
the Acquiring Funds to reimburse any previously waived fees of the Acquired Funds. The Registrant confirms that that such expenses will
not be available to be recouped by the Acquiring Funds following the consummation of the Reorganizations.

With respect to whether such
fees are eligible for recoupment, the Registrant notes that each Acquired Fund operates under a unitary fee arrangement at a fixed rate
under which the Acquired Funds’ investment adviser has agreed to pay all expenses of the Trust except for certain exceptions pursuant
to its Investment Advisory Agreement. The Acquired Funds’ Expense Limitation and Reimbursement Agreement provides that it shall
reimburse the Acquired Funds’ investment adviser for waived fees to the extent possible without causing the “Total Annual
Operating Expenses” of the Fund for any year to exceed the Expense Limitation. Because the Acquired Funds’ unitary fee rate
is greater than the applicable expense limitation for the Fund, the Registrant does not believe that any reimbursement could be made.

Comment
7 – General

For each of the Syntax Stratified
U.S. Total Market ETF, Syntax Stratified Total Market II ETF and Syntax Stratified U.S. Total Market Hedged ETF, the fee tables presented
in the Registration Statement do not correspond to the fee tables presented in each such Fund’s current prospectus. Please explain
the reason for this difference in correspondence and confirm that in accordance with Item 3 of Form N-14 that the fees presented in the
Registration Statement represent the current fees of each Acquired Fund.

Response
to Comment 7

The Registration Statement
filed on May 2, 2024 did not incorporate the most recent fees of the Acquired Funds presented in their post-effective amendment filing
dated April 29, 2024. The Registrant confirms that it will represent the current fees of each Acquired Fund based on the most recent filing
in the subsequent pre-effective amendment to the Registration Statement.

Comment
8 – General

Please confirm in correspondence
that the pro forma hypothetical expense examples for the Acquiring Funds will be completed and provided in a pre-effective amendment to
the Registration Statement.

Response
to Comment 8

The Registrant confirms that
the pro forma hypothetical expense examples for the Acquiring Funds will be completed and provided in the subsequent pre-effective amendment
to the Registration Statement.

Comment
9 – General

For the Syntax Stratified U.S.
Total Market ETF, the Staff notes that the “U.S.” is missing from the fund name set forth on page 25 of the Registration Statement.
Please revise.

Response
to Comment 9

The Registrant confirms the
revision.

Comment
10 – General

The capitalization table appears
to have two different dates (4/30/2023 and 12/31/2023). Please confirm in correspondence that the capitalization table will be provided
in a pre-effective amendment to the Registration Statement and will be dated within 30 days from the day of the filing.

Response
to Comment 10

The Registrant confirms that
the capitalization table will be completed and provided in the subsequent pre-effective amendment to the Registration Statement and will
be dated within 30 days from the day of the filing.

Comment
11 – General

In Section D, the Independent
Registered Public Accounting Firm notes, “The financial statements of the Acquired Fund for the year ended December 31, 2023, contained
in the Acquired Fund’s December 31, 2023 Annual Report to Shareholders, has been audited by Cohen & Company, Ltd., independent
registered public accounting firm. The Acquiring Funds are newly created and do not yet have a financial history. Cohen & Company,
Ltd., will serve as the independent registered public accounting firm for the Acquiring Funds.” Please review the wording and determine
whether it should state “Acquired Funds.”

Response
to Comment 11

The Registrant confirms it
has revised the last sentence of the disclosure to clarify that “Cohen & Company, Ltd., serves as the independent registered
public accounting firm to each of the Acquired Funds and the Acquiring Funds.”

Comment
12 – General

Please provide in correspondence
the analysis set forth in the North American Securities Trust No-Action Letter dated August 6, 1994 for each Reorganization.

Response
to Comment 12

Attached as Appendix A is the
Registrant’s NAST analysis.

Comment
13 – General

Please confirm in correspondence
that the financial highlights for each Acquired Fund will be included in a pre-effective amendment to the Registration Statement.

Response
to Comment 13

The Registration Statement
has been revised to include the Financial Highlights for each Acquired Fund.

Comment
14 – General

Please explain in correspondence
why the supplemental information required by Regulation S-X Rule 6-11(d) has not been included in Item 14 of the filing. Please also confirm
in correspondence that such information will be provided in a pre-effective amendment to the Registration Statement.

Response
to Comment 14

The Registrant confirms that
the supplemental financial information required by Rule 6-11(d)(i) (pro forma fee table) is included in Section B of the Prospectus/Proxy
Statement as part of Item 3. The Registrant confirms that it will include a schedule of investments of each Acquired Fund modified to
reflect its revised investment restrictions, except the Syntax Stratified LargeCap ETF, which is omitted per Rule 6-11(d)(ii) because
no material investment restrictions are changing. The Registrant also confirms that the schedules of investments will be accompanied by
narrative disclosure describing the changes as required by Rule 6-11(d)(ii) and (iii). There are no material differences in the accounting
policies of any Acquired Fund as compared to those of the Acquiring Fund.

Comment
15 – General

The consent of the Independent
Registered Public Accounting Firm included as an exhibit to the Registration Statement refers to Cohen & Company, Ltd.’s report
dated 02/29/2024 relating to the financial statements and financial highlights for the year ended 12/31/2023 for the Acquiring Funds.
The Staff notes that the financial statements set forth in the Registration Statement are hyperlinked to financial statements of the Acquired
Funds for the period ended 12/31/2022. Please confirm in correspondence that the hyperlinks will be corrected and that a new consent will
be provided in a subsequent pre-effective amendment to the Registration Statement.

Response
to Comment 15

The Registrant confirms that
the hyperlinks will be corrected and a new consent will be provided in the subsequent pre-effective amendment to the Registration Statement.

* * * * * * * * * * * * * * *
* * * * * *

Please call me at (312) 845-3484
if you have additional comments or wish to discuss any of the foregoing responses. Thank you.

    Very truly yours,

    Chapman and Cutler llp

    By:
    /s/ Morrison C. Warren

    Morrison C. Warren, Esq.

cc: Richard Malinowski, Esq., Vice President and Secretary of
Exchange Listed Funds Trust

  Richard Coyle, Esq., Partner,
Chapman and Cutler LLP

Appendix A

Comment 12 Response – NAST Analysis

First Reorganization Proposal – Consolidation
of Multiple Funds into SSPY

With respect to the reorganization of multiple
funds into a surviving fund or a new fund, in North American Security Trust (Aug. 5, 1994) (the “NAST Letter”), the
SEC Staff stated that to determine the accounting survivor in a fund merger, the attributes of the predecessor funds should be compared
with those of the surviving fund to determine which of the predecessor funds the surviving fund will most closely resemble. The Staff
set forth five factors that should be considered when making this comparison: (1) investment objectives, policies and restrictions of
the funds; (2) expense structures and expense ratios; (3) portfolio composition; (4) investment advisers; and (5) asset size. The Staff
also expressed that generally, the survivor of a business combination for accounting purposes will also be the fund whose historical performance
is used. As a result, a surviving fund that is the accounting successor to a predecessor fund will generally be required to utilize the
prior performance record in its prospectus and, to the extent that such performance is advertised, in sales materials prepared pursuant
to Rule 482 under the Securities Act of 1933, as amended (the “1933 Act”).

Investment Objectives, Policies and Restrictions.
With respect to the reorganization of each of the Syntax Stratified LargeCap ETF (“SSPY”), Syntax Stratified MidCap ETF (“SMDY”),
Syntax Stratified SmallCap ETF (“SSLY”), Syntax Stratified U.S. Total Market ETF (“SYUS”), and Syntax Stratified
Total Market II ETF (“SYII”) into the Stratified LargeCap Index ETF (“New SSPY”), the Registrant is aware of the
SEC Staff’s preference that a target entity be treated as the accounting survivor where the acquiring entity is a shell entity.
Among multiple target entities, SSPY and New SSPY have substantially similar investment objectives, policies, and restrictions. Each of
SSPY and New SSPY have policies to invest substantially all their assets (at least 95% of SSPY and 80% of New SSPY) in securities comprising
the Syntax Stratified LargeCap Index.

Each of SMDY and SSLY have distinct differences
from SSPY. Although each are similarly structured as index funds following indices using Syntax’s specialized weighting methodology,
each of SMDY and SSLY follow an index comprising a completely different capitalization range than that of SSPY with no portfolio overlap.
Therefore, neither of SMDY and SSLY have common investment objectives or policies with that of New SSPY.

Each of SYUS and SYII are currently structured
as “fund of funds” investing in a mix of each of SSPY, SMDY and SSLY. Although SYUS and SYII currently maintain exposure to
SSPY of approximately 84.77% and 84.75% as of May 30, 2024, and have the ability to invest in the securities comprising SSPY, the mandate
of