SEC Company Response from 2023 ETF Series Trust (CIK 0001969674) — Dec 16, 2025
2023 ETF Series Trust (CIK 0001969674)
Date: Dec. 16, 2025 · CIK: 0001969674 · Accession: 0001999371-25-020418
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File numbers found in text: 333-272579, 811-23883
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CORRESP
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The
2023 ETF Series Trust
234
West Florida Street, Suite 203
Milwaukee,
WI 53204
December
16, 2025
VIA
EDGAR TRANSMISSION
Mr.
Mark Cowan
U.S.
Securities and Exchange Commission
Division
of Investment Management
100
F Street NE
Washington,
DC 20549
Re:
The 2023 ETF Series Trust (the “Trust”)
Post-Effective Amendment No. 14 to the Trust’s Registration Statement on Form N-1A (the “Amendment”)
File Nos. 333-272579, 811-23883
Dear
Mr. Cowan:
This
correspondence responds to comments the Trust received from the staff of the U.S. Securities and Exchange Commission (the “Staff”
or the “Commission”) on December 1, 2025, with respect to the Amendment and the Trust’s proposed new series, the Harrison
Street Infrastructure Active ETF (the “Fund”). For your convenience, the comments have been reproduced with responses following
each comment. Capitalized terms not otherwise defined have the same meaning as in the Registration Statement.
Prospectus
1. Consistent
with the Fund’s concentration risk disclosure and Fundamental Investment Restrictions
disclosure in the SAI, please also include disclosure in the Fund’s principal investment
strategies disclosure indicating that the Fund will concentrate its investments in infrastructure
companies:
Response:
The Fund has added the requested additional disclosure to its principal investment strategies disclosure.
2. In
the Fund’s fee and expense table, the staff notes that there is a line item for acquired
fund fees and expenses (AFFE). If applicable, in the Fund’s principal investment strategies
disclosure, please clarify whether and how the fund will invest in other funds.
Response:
The Fund has removed the AFFE line item from the fee and expense table.
3. In
the Second Paragraph of the Fund’s principal investment strategies disclosure, with
respect to the sentence stating, “[g]enerally, Harrison Street seeks to invest in companies
that exhibit stable and growing earnings and cash flows and attractive intrinsic and/or relative
value.” Please revise this sentence to more plainly describe what is meany by “attractive
intrinsic and/or relative value.”
Response:
The Fund acknowledges that Staff’s comment and has revised the relevant sentence as follows:
Generally,
Harrison Street seeks to invest in companies that it believes are attractively valued, based upon metrics such as relative price to earnings
and price to cash flow multiples.
4. In
the Fund’s Principal Risk Factors section, in the “Emerging Markets Risk”
disclosure, consider adding additional language addressing the increased potential for market
manipulation. See ADI 2020-11 Registered Funds’ Risk Disclosure Regarding Investments
in Emerging Markets.
Response:
The Fund acknowledges that Staff’s comment and has supplemented the current Emerging Markets Risk disclosure with additional text
(underlined below for emphasis):
Emerging
Markets Risk. The Fund may invest directly or indirectly, via ADRs, in securities issued by companies domiciled or headquartered
in emerging market nations. Investments in securities traded in developing or emerging markets, or that provide exposure to such securities
or markets, can involve additional risks relating to political, economic, currency, or regulatory conditions not associated with investments
in U.S. securities and investments in more developed international markets. Such conditions may impact the ability of the Fund to buy,
sell or otherwise transfer securities, adversely affect the trading market and price for Fund Shares and cause the Fund to decline in
value. Differences in regulatory, accounting, auditing, and financial reporting and recordkeeping
standards could impede the Adviser’s ability to evaluate local companies and impact the Fund’s performance. Investments in
securities of issuers in emerging markets may also be exposed to risks related to a lack of liquidity, greater potential for market manipulation,
issuers’ limited reliable access to capital, and foreign investment structures. Additionally, the Fund may have limited rights
and remedies available to it to pursue claims against issuers in emerging markets.
5. The
Principal Investment Strategies disclosure responding to Item 9 of Form N-1A (i.e., the Additional
Information About the Fund – Principal Investment Strategies section of this prospectus)
should generally be an expansion of summary discussion of the Fund’s Principal Investment
Strategies responding to Item 9 of Form N-1A. Please consider revising the relevant disclosure
accordingly.
Response:
As required by Item 4 of Form N-1A, the Fund’s summary prospectus describes the Fund’s principal investment strategies.
Additional information associated with the Fund’s principal investment strategies is described within the statutory prospectus.
General Instruction C.(3)(a) of Form N-1A provides that “[i]information that is included in Items 2 through 8 need not be repeated
elsewhere in the prospectus.” The Registrant submits that the principal investment strategies disclosed in response to Item 4 need
not be identified again in response to Item 9(b). Accordingly, the Registrant respectfully submits that no revisions are necessary.
If
you have any questions or require further information, please contact Jonathan Massey at (262) 226-4032 or jmassey@tidalfg.com.
Sincerely,
/s/
Lissa Richter
Lissa
Richter
Secretary
of the Trust
The
2023 ETF Series Trust