SecProbe.io

January 5, 2024
VIA E-MAIL
Scott R. Anderson, Esq.Chapman and Cutler LLP320 South Canal Street, 27
thFloor
Chicago, IL 60606
Re: SmartTrust 649
File Nos. 333-275999 and 811-21429
Dear Mr. Anderson:
On December 12, 2023, you filed a registration st atement on Form S-6 for SmartTrust 649
(AI Ecosystem Trust, 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.
PROSPECTUS (PART A)
Principal Investment Strategy (page A-3)
1. The first sentence states that the Trust seek s to achieve its objective by investing in equity
securities of companies that trade on a U.S. exchange.  If the Trust invests in foreign and/or emerging markets as a principal strategy, please disclose that  it does so, and disclose any
corresponding risks in the Principal Risk Considerations section.
2. The fourth sentence states that the scope of AI “in this context” extends beyond mimicking
human capabilities.  Please disclose what context is being referenced here.
3. The sixth sentence refers to “deep/machine learning models”.  Please disclose in plain English
what these are.  Also, please clarify whether “applications, [and] platforms” are “deep/machine learning” items and, if not, disc lose with greater specificity wh at applications and platforms
are.
4. The first sentence of the third paragraph states  that the Trust invests at least 80% of its net
assets in securities of companies that are “part of the AI Ecosystem”.  Please disclose: (1) a definition of AI Ecosystem for purposes of this  80% investment policy that specifies what
such ecosystem includes; and (2) the criteria the Trust will use to determine that a company is “part of” the AI Ecosystem, which criteria should demonstrate that a company’s economic
fortunes are significantly tied to the AI Ecosystem ( e.g., companies that either receive 50% of
their revenue or profits or devote 50% of  their assets to the AI Ecosystem).

Scott R. Anderson, Esq.
January 5, 2024 Page 2  5. If the Trust will invest in companies for whom artificial intelligence constitutes only an
indirect or insubstantial part of  its business, please disclose such  fact here and in the Principal
Risk Considerations section, in cluding the specific risks of any other industries to which the
Trust will principally be subject.
PART B Risk Considerations — Risks Asso ciated with Companies in th e AI Ecosystem (page B-3)
6. The first sentence states that the Trust invests in  companies that are “pri ncipally engaged in, or
that devote material resources to”, businesses that are part of the AI ecosystem.  Please reconcile this disclosure with the Trust’s 80% investment policy, which states that the Trust
invests at least 80% of its net assets in securities of companies that are “part of” the AI Ecosystem.
GENERAL COMMENTS 7. Please advise us whether you have  submitted or expect to sub mit any exemptive applications
or no-action requests in connection with your registration statement.
8. Responses to this letter should be set forth in th e 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 fili ng 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 a ny review, comments, action or absence of action
by the staff.
Should you have any questions prior to filing a pre-effective amendm ent, please feel free
to contact me at 202-551-6782.
        S i n c e r e l y ,
         / s /  A n u  D u b e y           A n u  D u b e y          Senior Counsel cc: Michael Spratt  Thankam Varghese