SecProbe.io

CORRESP
1
filename1.htm

CORRESP

 THE ALGER ETF TRUST

100 Pearl Street, 27th Floor

New York, New York 10004

 February 7,
2023

 VIA EDGAR

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Attn: Kimberly A. Browning

Re:
 Alger Weatherbie Enduring Growth ETF, a series of The Alger ETF Trust

(File Nos.: 333-248085, 811-23603)

Dear Ms. Browning:

 On
behalf of Alger Weatherbie Enduring Growth ETF (the “Fund”), a series of The Alger ETF Trust (the “Registrant”), this letter responds to the comments provided by the staff of the Division of Investment Management (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) to the undersigned and Mia G. Pillinger by telephone on January 5, 2023 and February 1, 2023, regarding Post-Effective Amendment No. 2 to the
Registrant’s Registration Statement on Form N-1A under the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended (the “1940 Act”), which was filed with the
Commission on November 18, 2022 (the “Registration Statement”) in order to launch the Fund.

 The
Staff’s comments have been restated below in italicized text. The Registrant’s responses to the Staff’s comments are set out immediately under the restated comment. The Registrant plans to file an amendment to the Registration
Statement (the “Amendment”) on or about February 10, 2023, in order to (i) reflect changes made in response to the Staff’s comments, (ii) file certain exhibits, and (iii) make certain other non-material revisions. Unless otherwise indicated, defined terms used herein have the meanings set forth in the Registration Statement.

General Comments

Comment No. 1:

 The Staff reminds the Registrant that it and its management are responsible for the accuracy and adequacy of the
Registrant’s disclosures, notwithstanding any review, comments, action or absence of action by the Staff.

Response No. 1:

 The Registrant acknowledges this statement.

Comment No. 2:

 The Staff notes that the comments apply to similar disclosures throughout the Registration Statement, as
applicable.

Response No. 2:

 The Registrant acknowledges this statement and has responded accordingly.

Comment No. 3:

 Please confirm that the Amendment will be complete (i.e., all bracketed/blank information will be
completed).

Response No. 3:

 The Registrant confirms that the Amendment will be
complete.

 February 7, 2023

 Page
 2

Comment No. 4:

 If the Registrant decides to decline a comment from the Staff, please include a well-reasoned and detailed legal
analysis in support of the Registrant’s decision.

Response No. 4:

 The Registrant acknowledges this request and has responded accordingly, where applicable.

Comment No. 5:

 Please provide the Staff with a copy of the Amendment, reflecting all changes made to the Registration Statement, as
soon as possible but at least five days prior to effectiveness of the Amendment.

Response No. 5:

 The Registrant confirms that it will comply with this request.

Comment No. 6:

 Please confirm supplementally to the Staff that prior to effectiveness of the Amendment, Registrant will contact the
Division of Investment Management’s Analytics Office to coordinate reporting requirements for the Fund.

Response No. 6:

 The Registrant confirms that it has complied with this request.

Prospectus Summary—Fund Fees and Expenses

Comment No. 7:

 In accordance with the requirements of Instruction 6(a) to Item 3 of Form N-1A,
include a footnote to the fee table disclosing that “Other Expenses” are based on estimated amounts for the current fiscal year.

Response No. 7:

 The Registrant will add the required footnote to the fee table in the Amendment, stating that “Other Expenses”
are based on estimated amounts for the current fiscal year.

Prospectus Summary—Principal Investment Strategy

Comment No. 8:

 The ninth paragraph of the Fund’s principal investment strategy states that “Equity securities include common
or preferred stocks that are listed on U.S. exchanges.” In light of the disclosure included in the final paragraph of the Fund’s principal investment strategy, which details permissible investments for the Fund pursuant to the Precidian
Order, consider deleting the ninth paragraph to avoid duplication and inconsistencies with the requirements of the Precidian Order.

Response No. 8:

 The Registrant will delete the ninth paragraph of the Fund’s principal investment strategy in the
Amendment.

Comment No. 9:

 Please revise the disclosure in the thirteenth paragraph of the Fund’s principal investment strategy regarding the
Fund’s investment in cash and cash equivalents in light of the fact that the Fund is an ETF, and that shareholders cannot redeem individual shares of the Fund. Additionally, please consider relocating this disclosure to the end of the
Fund’s principal investment strategy, after the disclosure that provides details on permissible cash equivalent investments for the Fund pursuant to the Precidian Order.

Response No. 9:

 The Registrant notes that while shareholders cannot redeem individual shares of the Fund, Authorized Participants may send
large redemption orders, necessitating

 February 7, 2023

 Page
 3

 rebalancing of the Fund’s portfolio, which could require the Fund to hold larger percentages of cash. The Registrant
will revise the disclosure in light of the Fund’s structure as an ETF to clarify this point and will move the disclosure to the end of the Fund’s principal investment strategy in the Amendment.

Prospectus Summary—Principal Risks

Comment No. 10:

 Please consider grouping the risk factors related to the Fund’s structure as a
non-transparent ETF under one general risk factor, with associated sub-risks.

Response No. 10:

 The Registrant will make the suggested change in the Amendment.

Comment No. 11:

 Either in the “Authorized Participant/AP Representative Concentration Risk” or at another appropriate location
in the Fund’s prospectus, and as discussed in footnote 17 of the Precidian Order and page 5 of the Precidian Order application, please disclose that (i) Authorized Participants must enter into a participation agreement with the Fund’s
distributor and a confidential account agreement with an AP Representative, and (ii) no AP Representative can be an “affiliated person” (as defined in section 2(a)(3) of the 1940 Act) of the Fund, the Manager, or the Fund’s
Authorized Participants.

Response No. 11:

 The Registrant notes that the first sentence of the “Authorized Participant/AP Representative Concentration Risk”
states that an Authorized Participant must enter into an agreement with the Fund’s distributor. In accordance with the requirements of the Precidian Order, the Registrant will add disclosure in the Amendment stating that an Authorized
Participant must also enter into a Confidential Account agreement with an AP Representative.

 The Registrant further notes that the section of the SAI entitled “Creation and Redemption of Creation Units—Role
of APs and AP Representatives” includes disclosure stating that “AP Representatives may not trade for their own accounts on information regarding the Deposit Securities, be a counterparty to the trades for an AP or its affiliates, or be an
affiliate of the Fund, the Manager, or the AP.” The Registrant also notes that the Precidian Order does not include a requirement for this disclosure to be included in the Fund’s prospectus, rather than SAI.

Comment No. 12:

 Please expand the disclosure in the “Premium/Discount Risk” to explain that when premiums or discounts become
larger than usual, investors may pay significantly more or receive significantly less than the underlying value of the Fund shares.

Response No. 12:

 The Registrant will revise the second to last sentence of the “Premium/Discount Risk” in the Amendment as
follows:

 “If a shareholder purchases shares at a time when the market price is at a premium to the NAV or sells shares at a
time when the market price is at a discount to the NAV, the shareholder may pay significantly more or receive significantly less than the underlying value of the Fund shares and may sustain losses.”

Comment No. 13:

 Please enhance the disclosure in the “Cash Position Risk” to include risks related to the types of cash
equivalents the Fund may invest in. The risk factor also states that the Fund may hold “a large cash position.” Please revise this language to be

 February 7, 2023

 Page
 4

 consistent with the Fund’s principal investment strategy, which states that investments in cash and cash
equivalents will not exceed 15% of the Fund’s assets.

Response No. 13:

 The Registrant will clarify in the “Cash Position Risk” in the Amendment that investments in cash and cash
equivalents will not exceed 15% of the Fund’s net assets. With respect to the cash equivalents that the Fund may invest in, Registrant will add to the Amendment additional disclosure regarding the risks of investing in these cash equivalents to
the “Cash Position Risk.”

Prospectus Summary—Performance

Comment No. 14:

 Please supplementally disclose to the Staff what the Fund’s broad-based securities market index will
be.

Response No. 14:

 The Fund expects that the broad-based securities market index will be the Russell Midcap Growth Index.

Prospectus—Investment Objective, Principal Investment Strategies and Related Risks

Comment No. 15:

 When discussing temporary defensive positions both in the section of the prospectus entitled “Investment Objective,
Principal Investment Strategies and Related Risks” and in the risk factor regarding temporary defensive investments, please clarify that the Order limits the types of investments the Fund may hold, including when the Fund is taking temporary
defensive positions. Additionally, please supplementally explain to the Staff why, in light of its structure, an ETF would need to take temporary defensive positions.

Response No. 15:

 In the Amendment, the Registrant will clarify in the section of the prospectus entitled “Investment Objective,
Principal Investment Strategies and Related Risks” that any temporary defensive positions that the Fund takes are subject to the limitations on the types of investments the Fund may hold, as listed in the Fund’s application for the Order.
The disclosure in the “Temporary Defensive Investments Risk” lists the types of cash equivalents that the Fund may hold while taking temporary defensive positions. These cash equivalents are the same as those listed earlier in the
Fund’s Item 9 principal investment strategy disclosure, when discussing the types of permissible investments under the Order. Because the requested clarification and the types of permissible investments for the Fund are already included in the
Fund’s Item 9 disclosure, the Registrant respectfully declines to add further disclosure regarding the Order in the “Temporary Defensive Investments Risk” section.

 Although ETFs trade on the secondary market, and generally do not need to take temporary defensive positions in order to
meet redemptions, ETFs may still take temporary defensive positions to protect against market volatility or other market dislocations (such as global pandemics, natural disasters, etc.).

Comment No. 16:

 Please add disclosure to the “Market Trading Risk” or elsewhere in the Fund’s prospectus, where
appropriate, stating that for the entirety of the Fund’s life, the Manager will monitor on an on-going basis how shares of the Fund trade, including the level of any market price premium or discount to
NAV and the bid/ask

 February 7, 2023

 Page
 5

 spreads on market transactions. Please refer to page 25 of the Precidian Order application.

Response No. 16:

 The Registrant will add to the Amendment the following sentence to the “Market Trading Risk”: For the entirety of
the Fund’s life, the Manager monitors on an on-going basis how shares of the Fund trade, including the level of any market price premium or discount to NAV and the bid/ask spreads on market
transactions.

Prospectus—Share Price and Distributions—The Verified Intraday Indicative Value

Comment No. 17:

 The disclosure states that “[t]he VIIV is intended to provide investors and other market participants with a highly
correlated per share value of the underlying portfolio that can be compared to the current market price.” Please add corresponding disclosure in the Fund’s Item 4 disclosure.

Response No. 17:

 Page 21 of the Precidian Order application, which the Fund relies on in order to operate, states that “in its
prospectus, marketing materials and website, each Fund will describe in plain English . . . that the VIIV is intended to provide investors and other market participants with a highly correlated per share value of the underlying
portfolio that can be compared to the current market price.” In accordance with the requirements of the Precidian Order and as noted by the Staff, the disclosure is included in the Registration Statement in the section entitled
“Prospectus—Share Price and Distributions—The Verified Intraday Indicative Value. Neither the application, nor the Precidian Order, states that this disclosure must be included in a fund’s Item 4 summary prospectus disclosure.
Additionally, the “Non-Transparent ETF Structure Risk” included in the Fund’s Item 4 summary prospectus disclosure states that “The VIIV is intended to provide investors and other market
participants with enough information to allow for an effective arbitrage mechanism that will attempt to keep the market price of the Fund at or close to the underlying net asset value (“NAV”) per share of the Fund.” The Registrant
believes that (i) the current Item 4 summary prospectus disclosure explains in plain English the purpose of the VIIV, and (ii) there is no requirement in the Precidian Order to include the specific language highlighted by the Staff in the
Fund’s Item 4 summary prospectus disclosure. The Registrant therefore respectfully declines to add the language to its Item 4 disclosure.

Comment No. 18:

 Please add disclosure stating that the Manager is responsible for the oversight of the Fund’s calculation and
dissemination of its VIIV and will periodically, but no less than annually, review the policies and procedures concerning the calculation of the Fund’s VIIV. Please refer to footnote 23 of the Precidian Order.

Response No. 18:

 In the Amendment, the Registrant will add the requested disclosure to the section of the Fund’s prospectus entitled
“Share Price and Distributions—The Verified Intraday Indicative Value.”

Comment No. 19:

 Please add disclosure stating that, to the extent a portfolio holding does not have a readily available market
quotation, the Fund will make public the identity of the holding and its weight in the VIIV, thus making the holding fully transparent. Please refer to footnote 25 of the Precidian
Order.

 February 7, 2023

 Page
 6

Response No. 19:

 In the Amendment, the Registrant will add the requested disclosure to the section of the Fund’s prospectus entitled
“Share Price and Distributions—The Verified Intraday Indicative Value.”

Comment No. 20:

 Please add disclosure stating that the methodology used to calculate the Fund’s VIIV is available on the
Fund’s website. Please refer to page 28 of the Precidian Order application. If the Fund references a “uniform” methodology in this disclosure, please include a definition of uniform.

Response No. 20:

 In the Amendment, the Registrant will add the requested disclosure to the section of the Fund’s prospectus entitled
“Share Price and Distributions—The Verified Intraday Indicative Value.”

 Page 28 of the Precidian Order application states that, “ . . . Applicants have agreed to publically [sic] disclose on
the Funds’ website the uniform methodology used to calculate a Fund’s VIIV” (emphasis added). The concept of a “uniform” methodology was introduced by the Applicants in response to the