SEC Company Response from Kurv ETF Trust (CIK 0001782952) — Jan 28, 2026
Kurv ETF Trust (CIK 0001782952)
Date: Jan. 28, 2026 · CIK: 0001782952 · Accession: 0001999371-26-001907
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File numbers found in text: 333-233633, 811-23473
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CORRESP
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The Atlantic Building
950 F Street, NW
Washington, DC 20004-1404
202-239-3300 | Fax: 202-239-3333
David J. Baum
Direct Dial: 202-239-3346
Email: David.Baum@alston.com
January 28, 2026
VIA EDGAR
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Attn: Daniel Greenspan
Re:
Kurv Bitcoin Enhanced Income ETF (the “Fund”
or “Registrant”)
Post-Effective Amendment No. 37 to the Trust’s
Registration Statement on Form N-1A filed on November 14, 2025
File Numbers 333-233633; 811-23473
Ladies and Gentlemen:
This letter is in response
to the comments provided by the staff of the U.S. Securities and Exchange Commission (the “Staff”) via video-call (the “Comments”)
on January 26, 2026, relating to Post-Effective Amendment No. 37 (“PEA No. 37”) to the Fund’s Registration Statement
on Form N-1A filed on November 14, 2025, regarding the Kurv Bitcoin Enhanced Income ETF (the “Fund”). The prospectus (the
“Prospectus”) and statement of additional information (“SAI,” and together with the Prospectus, the “Documents”)
contained in the Registration Statement will be updated in response to the Staff’s Comments and a revised post-effective amendment
to the Registration Statement reflecting these changes will be filed subsequent to this correspondence.
General Comments
Comment #1
The Staff provides the
following standard comments:
a. Where a comment is made in one location it is applicable to all similar disclosures appearing elsewhere
in the same registration statement.
b. The Staff reminds the Registrant that the company and its management are responsible for the accuracy
and adequacy of its disclosures not withstanding any review, comments, action or absence of action by the Staff.
c. The Staff asks the Registrant to please file the responses to comments on EDGAR at least 5 days in advance
of the effectiveness.
Response #1
The Registrant acknowledges
the Staff’s comments above and will respond as requested.
Alston & Bird LLP
www.alston.com
Atlanta | Beijing | Brussels | Charlotte | Dallas | Los Angeles | New York | Research Triangle | San Francisco | Silicon Valley | Washington, D.C.
January 28, 2026
Page 2
Prospectus
Summary Section: Fees and Expenses
Comment #2
With regard to the fee table on page three
of the Prospectus, please provide a completed fee table and expense example with your response.
Response #2
The Registrant has provided
a completed fee table and expense example below:
Annual Fund Operating Expenses
(expenses that you pay each year as a
percentage of the value of your investment)
Management Fee
0.99%
Distribution and/or Service (12b-1) Fees
0.00%
Other Expenses(1)
0.00%
Total Annual Fund Operating Expenses
0.99%
(1) Other Expenses are estimated for the Fund’s initial fiscal year. Acquired Fund Fees and Expenses
are estimated to be under 0.005% of Fund assets.
Example
This Example is intended to help you
compare the cost of investing in the Fund with the cost of investing in mutual funds and other exchange traded funds.
The Example assumes that you invest $10,000
in the Fund for the time periods indicated and then sell all of your Shares at the end of those periods. The Example also assumes that
your investment has a 5% return each year and that the Fund’s operating expenses remain the same. The figures shown would be the
same whether or not you sold your Shares at the end of each period.
Although your actual costs may be higher
or lower, based on these assumptions your costs would be:
1 Year
3 Years
$ 101
$ 315
Summary
Section: Principal Investment Strategies
January 28, 2026
Page 3
Summary Section: Principal Investment
Strategies
Comment #3
In the “Wholly-Owned
Subsidiary” sub-section of the “Principal Investment Strategies” section of the Prospectus, with respect to the Subsidiary,
(a) please explain in correspondence whether the financial statements of the Subsidiary will be consolidated
with those of the Fund and if not, please explain why not;
(b) please confirm in correspondence that the Subsidiary and its board of directors will agree to inspection
by the staff of the Subsidiary’s books and records which will be maintained in accordance with Section 31 of the 1940 Act and the
rules thereunder;
(c) please confirm that the Subsidiary and its board of directors will agree to designate an agent for service
of process in the United States; and
(d) please confirm that the Subsidiary's management fee, including a performance fee, if any, will be included
in the management fee’s line item of the Fund’s fee table and the Subsidiary's expenses will be included in the Other Expenses
line item in the Fund’s fee table.
Response #3
(a) The Registrant confirms that it will consolidate the financial statements of the Subsidiary with
the financial statements of the Fund.
(b) The Registrant confirms that the Subsidiary and its board of directors will agree to inspection by the
Staff of the Subsidiary’s books and records, which will be maintained in accordance with Section 31 of the 1940 Act.
(c) The Registrant confirms that the Subsidiary and its board of directors will agree to designate an agent
for service of process in the U.S.
(d) The Registrant confirms that it will include any wholly-owned subsidiary’s (i) management fee, including
a performance fee, if any, in the Management Fee line item of the Fund’s fee table, and (ii) expenses in the Other Expenses line
item of the Fund’s fee table.
Comment #4
In the “Wholly-Owned
Subsidiary” sub-section of the “Principal Investment Strategies” section of the Prospectus, please specifically identify
the types of investments the Fund expects to hold primarily through the Subsidiary.
Wholly-Owned Subsidiary
January 28, 2026
Page 4
Response #4
The Registrant confirms
that investments will be held in the Subsidiary, while investments that generate “good income” for purposes of qualifying
as a RIC, including options on Bitcoin ETPs, generally will be held at the Fund-level. The Registrant has revised the disclosure accordingly.
Please see the revised disclosure below:
Wholly-Owned Subsidiary
Certain investments of the Fund,
specifically, any investments that generate “non-qualifying income” for purposes of qualifying
as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”),
such as direct investments in bitcoin-related ETPs will only be held through a wholly-owned and controlled foreign subsidiary of the Fund
(the “Subsidiary”) organized under the laws of the Cayman Islands. Investments
that generate “qualifying income” for purposes of qualifying as a RIC, including options on Bitcoin ETPs, generally will be
held at the Fund-level.
The Fund may invest up to 25% of
its total assets (measured at the time of investment) in the Subsidiary, consistent with the limits of the U.S. federal tax law requirements
applicable to registered investment companies. The Subsidiary will be advised by the Adviser. Unlike the Fund, the Subsidiary may directly
invest without limitation in bitcoin-related ETPs; however, the Fund complies with the provisions of the Investment Company Act of 1940,
as amended (“1940 Act”), governing investment policies, capital structure, and leverage on an aggregate basis with the Subsidiary.
In addition, the Subsidiary complies with the provision of the 1940 Act relating to investment advisory contracts, affiliated transactions, and
custody, and will have the same custodian as the Fund. The Fund does not intend to create
or acquire primary control of any entity that primarily engages in investment activities in securities or other assets, except for
the entity that is wholly-owned by the Fund.
See “Additional Information
About the Fund” below for a more detailed description of the synthetic covered call strategy.
***
If you have any further
questions, comments or informational requests relating to this matter, please do not hesitate to contact me at (202) 239-3346.
Sincerely,
/s/ David J. Baum
David J. Baum