SecProbe.io

December 15, 2022
VIA E-mail
Richard K. Kerr, Esq.
K&L Gates LLPOne Lincoln StreetBoston, MA 02111-2950
Keri E. Riemer, Esq.
K&L Gates LLP599 Lexington AvenueNew York, NY 10022
Re: DriveWealth ETF Trust
File Nos. 333-268359, 811-23837
Dear Mr. Kerr and Ms. Riemer:
On November 15, 2022, you filed a registration statement on Form N-1A on behalf of
DriveWealth ETF Trust (the “Fund”). We have reviewed the regi stration statement and have
provided our comments below. Where a comment is made with regard to disclosure in one
location, it is applicable to a ll similar disclosure appearing elsewhere in the registration
statement. All capitalized terms not otherwise defined herein have the meaning given to them in the registration statement.
GENERAL
1. We note that the Registration Statement is mis sing information and exhibits and contains
bracketed disclosures. We may have add itional 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 filed in any pre-effective
amendment.
2. Please advise us if you have submitted or expect to submit any exemptive applications or
no-action requests in connection with the Registration Statement.
3. Please include the ticker symbols in EDGAR. Regulation S-T, Rule 313(b)(1).

Richard K. Kerr, Esq.
Keri E. Riemer, Esq.
DriveWealth ETF Trust
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4. Please provide a copy of the Index methodology for our review.
5. Is a party other than the Fund’s sponsor or on e of its affiliates provi ding the Fund’s initial
(seed) capital? If yes, please supplementally identify the party providing the seed capital
and describe their relationship with the Fund.
Prospectus

Summary Prospectus

Risk/Return Summary: Fees and Expenses of the Fund

6. Please delete footnote 1 to the fee table,  as the Distribution Plan has not been
implemented. The details of the Distribution Plan should in stead be disclosed in response
to Item 12 of Form N-1A.
Principal Investment Strategies
7. The principal investment strategies disclosure  describes the Fund’s investment strategies
in relatively general terms. Please explain in  more detail the types of ETFs or other
investments the Fund invests in to track the I ndex.  Please also disclose the strategy the
Fund uses to track the Index ( e.g. by using a replication or sampling strategy).  Please
provide this disclosure in summary form in re sponse to Item 4(a), and in additional detail
in response to Item 9(b). See IM Guidance Update 2014-08, Guidance Regarding Mutual
Fund Enhanced Disclosure  (“IM Guidance Update 2014-08”).

8. The Fund’s concentration policy is disclosed in response to Item 9(b). Please also
summarize this disclosure in Item 4(a). Additi onally, please disclose here, and in Item 9:
(i) whether the Index is currently  concentrated and, if so, disclose the specific industry or
group of industries in which the Index is  concentrated; and (ii) the Fund’s non-
diversification status.
9. Please provide additional detail he re, and in response to Item 9(b), regarding the Index. In
particular:
a. Please provide additional detail regard ing the selection criteria for Index
components, explaining how such com ponents are included or excluded from the
Index. In addition, please provide additiona l detail regarding the proprietary Index
methodology that is used to select the ETF components.
b. Please disclose the rebalancing and reconstitution process for the Index, including
the frequency thereof.
c. Please disclose the name of the Index Pr ovider, and whether the Index Provider is
affiliated or unaffiliated, in the summary principal investment strategies discussion.

Richard K. Kerr, Esq.
Keri E. Riemer, Esq.
DriveWealth ETF Trust
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10. Please disclose the types of cash equivalents th e Fund intends to principally invest in. We
note, for example, that the Fund includes U. S. Government secur ities principal risk
disclosure in response to Item 9; these securities should have corresponding principal
investment strategy disclosure. If these ar e not principal strategies of the Fund, please
move the disclosure out of the summary prospectus.
Principal Risks
11. Please consider adding principal risk disclosure regarding the risks associated with a
relatively-new investment adviser ( e.g., the adviser may have limited experience
managing registered investment companies; there may not be a long-term track record
against which an investor may judge the advi ser; a new adviser may experience resource
constraints).
12. Please tailor ETF Risk disclosure to the F und’s intended investments. For example:
a. Please clarify that the Fund’s ETF Risk di sclosure is applicable both to the Fund
and to the underlying ETFs in which the Fund will invest.
b. Please clarify whether any risks listed in this section ( e.g., Cash Transactions
Risk) are intended to apply to the Fund, to the underlying ETFs in which the Fund will invest, or both.

c. Please include any other applicable risk s of investing in other investment
companies.
13. Please tailor Issuer Risk disclosure to the F und’s intended investments in shares of ETFs.
14. We note that this section includes Cash and Cash Equivalents Risk. Please consider also
adding principal risk disclosure regarding the Fund’s principal investments in money
market funds and repurchase agreements, as  disclosed in the principal investment
strategies section.
15. Please confirm whether High Portfolio Tu rnover Risk is applicable to this
passively-managed fund. If so, please add corresponding principal strategy disclosure
regarding frequent trading; otherwise, please delete. Please also reconcile this risk disclosure with Passi ve Investment Risk.
16. Disclosure in Authorized Participants Concentration Risk states that, to the extent
authorized participants are unable to proceed  in creation and redemp tion transactions and
no other authorized participants are able to  step forward, “shares of the Fund may be
more likely to trade at a premium or disc ount to net asset value (“NAV”) and possibly
face trading halts or delisting.” Please also disclose that this could, in turn, lead to wider spreads between the bid and ask prices of Fund.
17. In Cash Transactions Risk, disclosure states  that the Fund’s payment of redemptions in
cash might cause the Fund to “pay out higher capital gains distributions than ETFs that redeem in-kind.” Please additionally disclose that such redemptions could also cause the

Richard K. Kerr, Esq.
Keri E. Riemer, Esq.
DriveWealth ETF Trust
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Fund to incur brokerage costs it might not ha ve incurred if it made redemptions in-kind.
Finally, please also disclose that these broke rage and capital gains costs could be imposed
upon the Fund, and thus decrease the Fund’s NAV, to the extent that such costs are not
offset by a transaction fee payable by an au thorized participant. Consistent with the
disclosure of the same risk in response to It em 9, please also revise  the first sentence of
this risk disclosure to make clear that the Fund effectuates purchases and redemptions
primarily for cash, rather than by in-kind delivery of portfolio securities.
18. In Premium/Discount Risk, please consider cl arifying that intra-day deviation of the
market price of the Fund’s shares from NAV ca n be reflected in a spread between the bid
and ask prices for Fund shares.
19. Please tailor Liquidity Risk disclosure to th e Fund’s intended investments in shares of
ETFs.
Performance Information
 20. Please supplementally identify the broad-base d securities market index expected to be
used by the Fund in the average annual total returns table.

Portfolio Managers

21. Please revise the disclosure to state that the portfolio managers are “jointly and primarily
responsible” for the day-to-day management of the Fund.

22. Please provide the information require d by Item 5(b) of Form N-1A.
Statutory Prospectus
Investment Strategies

23. Form N-1A provides that the principal inves tment strategies and pr incipal risks required
by Item 4 in the summary prospectus s hould be based on the information given in
response to Item 9, and should be a summary  of that information. Here, the Fund’s
disclosure in Item 9 is substantially identical to disclosure in the summary prospectus. Accordingly, please provide more fulsome disclosure regarding the Fund’s principal
investment strategies and risks as required by Items 9(b)(1)-(2) and Item 9(c). If the
Fund’s position is that it discloses everything ab out its principal inves tment strategies and
risks in the summary prospectus, then the Fund has not provided a summary or followed
the layered disclosure regime adopted by the Commission. See IM Guidance Update
2014-08.
Additional Risk Information 24. We note that certain principal risks discu ssed in this section do not appear in the
summary prospectus principal risk disclosures ( e.g., Investments in Investment

Richard K. Kerr, Esq.
Keri E. Riemer, Esq.
DriveWealth ETF Trust
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Companies Risk, Fixed Income Securities Risk, Foreign Investments Risk, U.S.
Government Obligations Risk).
a. Please add Investments in Investment Companies Risk to the summary
prospectus, given the Fund’s significant investments in ETFs.
b. Please summarize in Item 4(b) all principa l risks disclosed pursuant to Item 9(c)
and include corresponding principal strategy  disclosure pursuant Items 4 and 9 if
not already disclosed ( e.g., fixed income securities, foreign securities).

c. If some of the risks included in Item 9(c)  disclosure are non-principal risks, please
clarify which risks in this subsecti on are principal risks and which are non-
principal risks. Alternatively, please m ove the non-principal risks to the SAI.

d. Please generally tailor the risk disclosu res in this subsection to the Fund’s
intended investments. For example, please delete references to investments in
fixed income securities, derivatives, and foreign securities if the risks of these investments are not applicable to the Fund.

25. In connection with Foreign Investments Risk, please add risk disclosure applicable to
ETF investments in foreign securities ( e.g., disclosure that, where all or a portion of the
ETF’s underlying securities trade in a market th at is closed when the market in which the
ETF’s shares are listed and trading in that market 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.
26. Disclosure in Passive Investment Risk stat es that, to the extent the Fund employs a
representative sampling approach, it will hold a smaller number of investments than are in the Index. Disclosure in the principal st rategies section, however, states that the Fund
will track the Index. Please supplementall y confirm that the Fund intends to use a
replication approach to tracking the Index. If so, please reconcile references here, and
throughout the registration statement, to the Fund employing a sampling strategy.
27. Disclosure in Regulatory Risk discusses the regulatory environment for “derivative
instruments in which the Fund may invest.” If the Fund does not intend to invest in
derivatives, please delete. Otherwise, plea se add corresponding pr incipal investment
strategy disclosure regarding the types of derivatives the Fund intends to principally
invest in, along with any applicable derivatives principal risk disclosure.

28. Please tailor the Valuation Risk disclosure  to the risks of the Fund’s intended
investments; i.e., delete references to fair-valued securities.

Richard K. Kerr, Esq.
Keri E. Riemer, Esq.
DriveWealth ETF Trust
Page 6

Statement of Additional Information

Investment Policies, Techniques and Risk Factors

Illiquid or Restricted Securities

29. Please revise disclosure in this section as follows: “To the extent consistent with its
investment policies, the Fund may inve st up to 15% of its net assets in securities
investments  that are illiquid (calculated at the time of investment).” Please make
conforming changes throughout, as applicable.

Investment Limitations
Fundamental Policies
30. Please revise the first senten ce of fundamental policy 4 to state that the Fund may not
“[p]urchase the securities of any issuer (other than securities issued or guaranteed by the U.S. government , or any non-U.S. government,  or their  its respective agencies or
instrumentalities) if, as a result ….” Securities of foreign governments must be
considered for purposes of concentration. See Investment Company Act Release No.
9785 (May 31, 1977). See also  January 3, 1991 Dear Registrant Letter (foreign
government securities may not be excl uded from a fund’s concentration policy).

31. Several of the Fund’s fundam ental policies are qualified w ith “except as permitted under
the 1940 Act, the rules, regulations and inte rpretations thereunder, and any applicable
exemptive relief.” Please explai n what is currently permitted under each of these policies
pursuant to this language. For example, th e explanations may be provided in narrative
form immediately following the list of fundament al policies.

Creation and Redemption of Creation Units

Purchase of Creation Units

32. Disclosure in this subsection states, in pa rt, that “consideration for the purchase of
Creation Units of the Fund consists of an in-kind deposit of a portfolio of securities.” Please reconcile disclosure in this secti on, and throughout, with disclosure in the
prospectus that purchases and redempti ons are primarily cash transactions.

Placement of Purchase Orders
33. Disclosure in this subsection states: “To initiate an order for a Creation Unit, an
Authorized Participant must submit to the Distributor an irrevocable order in proper form to purchase shares of the Fund generally between 4:15 p.m. and 5:00 p.m. Eastern Time.
Authorized Participants may also submit to th e Distributor an irrevocable order in proper
form to purchase shares of the Fund generally anytime on a Business Day, except from

Richard K. Kerr, Esq.
Keri E. Riemer, Esq.
DriveWealth ETF Trust
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4:00 p.m. to 4:15 [p.m.] Eastern Time, but orders submitted on a Business Day before
4:00 p.m. Eastern Time will normally be charged the maximum transaction fees and Authorized Participants are encouraged to submit orders generally between 4:15 p.m. and 5:00 p.m. Eastern Time.” Please explain this disclosure and how it relates to the Cutoff
Time.
34. Please specify the Cutoff Time.

Acceptance of Orders for, and Issuance of, Creation Units
35. Please revise the following disclosure in the second paragraph: “(iv) acceptance of the
Fund Deposit is not legally required or  would, in the opinion of counsel, be unlawful
….”

Financial Statements
36. Please provide financial statements of the Fund pursuant to instruction 2 to Item 27(a) of
Form N-1A ( i.e., seed financials).

Part C

Item 28. Exhibits

37. Please file as an exhibit the Index licensing agreement, as it is a material contract. See
Item 28(h) of Form N-1A.
Item 30. Indemnification
38. Please include the undertaking required by  Rule 484 under the Securities Act.
Signatures

39. Please note that Form N-1A requires two sign ature blocks: (i) a signature block for the
Fund, and (ii) a signature block for the pers ons signing in the capacities required by
Section 6(a) of the Securities Act. Current ly, the Registration Statement only includes a
signature block for the Fund. Please update  the signature page accordingly.

ORGANIZATIONAL DOCUMENTS

40. Please disclose in an appropriate location in the prospectus the requirements set forth in
Article VI, Section 6 of th e Trust’s Agreement and Declaration of Trust regarding
derivative actions, including:
a. A pre-suit written demand must first be ma