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February 18, 2020

Lisa N. Larkin

Senior Counsel

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re: Esoterica Thematic
ETF Trust; File Nos. 333-233633 and 811-23473

Dear Ms. Larkin:

On September 5, 2019, Esoterica
Thematic ETF Trust (the “Fund”) filed a registration statement on Form N-1A (the “Registration Statement”).
The Fund has revised the disclosure in its Prospectus and Statement of Additional Information (“SAI”) in response to
the letter we received from you, dated October 7, 2019, as indicated below. Please find also below a reiteration of your comments
and the Fund’s responses, which the Fund has authorized Thompson Hine LLP to make on behalf of the Fund.

Capitalized terms not defined
herein have the meaning ascribed to them in the Prospectus and SAI.

Legal Comments

 Comment 1. Please revise the registration statement to incorporate
the requirements of the recently-adopted final rule regarding exchange-traded funds. See Exchange-Traded Funds, Investment Company
Act Release No. 33646 (September 25, 2019), available at https://www.sec.gov/rules/fina1/2019/33-10695.pdf; Exchange-Traded Funds,
Investment Company Act Release No. 33140 (June 28, 2018), available at https://www.sec.gov/rules/proposed/2018/33-10515.pdf.

 Response: The Fund’s Registration Statement has been revised to incorporate the requirements of the recently-adopted final rule
regarding exchange-traded funds.

Owen.Pinkerton@thompsonhine.com Phone: 202.263.4144 op 4838-0018-0649.4

Ms. Lisa N. Larkin
 February 18, 2020
 Page 2

Prospectus

Page 1 – Expense Example

 Comment 2. Please delete the 5- and 10-year examples. See Form N-1A,
Item 3, Instruction 6(b) (“For New Funds, complete only the 1- and 3-year period portions of the Example and estimate any
shareholder account fees collected.”).

 Response: The requested revision has been made.

Page 2 – Principal Investment
Strategies

 Comment 3. Please provide the staff with a courtesy copy of the
“white paper” or similar documentation that describes the detailed index methodology of the Esoterica 5G Data Driven
Economy Total Return Index. See Securities Act Rule 418(a), 17 CFR 230.418(a) (“The Commission or its staff may, where it
is deemed appropriate, request supplemental information concerning the registrant, the registration statement, the distribution
of the securities, market activities and underwriters’ activities.”).

 Response: Subsequent to filing the Registration Statement, the Fund has changed from a passively-managed fund to an actively-managed
fund; therefore, references to the index methodology are no longer applicable and have been removed from Amendment 1 to the Registration
Statement.

 Comment 4. In describing the companies that are eligible for inclusion
in the index, you state:

•  Group 1: Infrastructure — The company’s
business activities, products or services are instrumental in the development of 5G communication infrastructure network including
core network, transmission, and radio access network, or cloud computing infrastructure.

•  Group 2: Edge Device — The company’s
business activities, products or services are instrumental in the access of 5G networks by end users, including the edge device
itself, such as cellular phone, or the key component within the edge device, such as a baseband processor.

•  Group 3: Services — The company’s
business, activities, products, or services are enabled by the proliferation of 5G infrastructure and edge devices, which can be
further categorized into enhanced mobile broadband (eMBB), massive machine type communications (mMTC) and ultra-reliable low latency
communications (uRLLC).

Ms. Lisa N. Larkin
 February 18, 2020
 Page 3

a.  Please explain what you mean by “instrumental.”
Please specify what criteria the adviser uses to make a determination. Is there a threshold level or no threshold, e.g., could
the activity, product, or service comprise 5% of a company’s business and be considered instrumental?

b.  Please provide a plain
English definition of “edge device.”

c.  Please provide a plain English description
of the types of products or services that would be included in Group 3.

 Response: Subsequent to filing the Registration Statement, the Fund has changed from a passively-managed fund to an actively-managed
fund; therefore, references to the composition of an index are no longer applicable, but the definitions highlighted above still
apply.

a. By “instrumental”, Esoterica Capital LLC
(the “Adviser”) refers to companies that focus on or benefit from the development of new products or services, technological
improvements and advancements in scientific research relating to the areas mentioned in each group based on the Adviser’s
internal research and analysis.

b. The following plain English definition of “edge
device” has been added to the prospectus as noted below:

The edge device is a type of networking device that connects
an internal local area network with an external wide area network or the internet. The edge device provides interconnectivity and
traffic translation between different networks on their entering edges or the network boundaries.

c. The possible products and services may include video
streaming, cloud gaming, autonomous driving, augmented reality and virtual reality (AR/VR), Internet of Things (“IoT”),
and remote surgery. Cloud gaming is a type of online gaming that aims to provide smooth and direct playability to end users of
games across various devices. It could include a host gaming server capable of executing a gaming engine and streaming the gaming
data to the client device. IoT is a system of interrelated computing devices, mechanical and digital machines, objects, animals
or people that are provided with unique identifiers and the ability to transfer data over a network without requiring human-to-human
or human-to-computer interaction.

Ms. Lisa N. Larkin
 February 18, 2020
 Page 4

 Comment 5. You state, “Eligible Index components are common
equity securities.” Please clarify whether you mean common stocks, other types of equity securities, or something else.

 Response: Subsequent to filing the Registration Statement, the Fund has changed from a passively-managed fund to an actively-managed
fund; therefore, references to the components of an index are no longer applicable. As an actively-managed fund, under normal circumstances,
substantially all of the Fund’s assets will be invested in equity securities, including common stocks, partnership interests,
business trust shares and other equity investments or ownership interests in business enterprises.

 Comment 6. You state that the weighting of each of the three group
is based on factors that include, “5G device penetration level.” Please revise the phrase to be in plain English.

 Response: Subsequent to filing the Registration Statement, the Fund has changed from a passively-managed fund to an actively-managed
fund; therefore, references to the index are no longer applicable. The weightings of the three categories will be based on the
Adviser’s internal research and analysis and may change over time.

Page 3 – Principal Investment Strategies

 Comment 7. You state that additional information regarding the index
is available at www.esotericacap.com. However, the website is not operational. Please confirm that the website will be operational
before you offer the Fund to potential investors.

 Response: Subsequent to filing the Registration Statement, the Fund has changed from a passively-managed fund to an actively-managed
fund; therefore, references to the index are no longer applicable. The website www.esotericacap.com will be operational concurrent
with the commencement of the Fund’s offering.

 Comment 8. You state that the fund may invest up to 20% of its total
assets in securities or other investments not included in the index. Please specify what those investments are, e.g., equity,
debt, derivatives, etc.

 Response: Subsequent to filing the Registration Statement, the Fund has changed from a passively-managed fund to an actively-managed
fund; therefore, references to the index are no longer applicable. Outside of the 80% stated policy, the Fund will invest in cash
and cash equivalents.

Ms. Lisa N. Larkin
 February 18, 2020
 Page 5

Page 3 – Principal Investment Risks

 Comment 9. If the Fund is advised by or sold through an insured
depository institution, state, “An investment in the Fund is not a deposit of the bank and is not insured or guaranteed
by the Federal Deposit Insurance Corporation or any other government agency.” See Form N-1A, Item 4(b)(1)(iii).

 Response: The Fund is not advised by or sold through an insured depository institution.

 Comment 10. Given the market in which the Fund is investing, will
the total asset size of the constituent universe present any issues for the Fund if the Fund accumulates significant assets as
a percentage of the total investable market? If so, please disclose any risks for investors that relate thereto. Please also explain
whether the Fund would take any subsequent actions in order to mitigate those risks.

 Response: The Fund will continuously monitor its size in order to ensure that assets under management do not exceed availability of attractive
investment opportunities in order to achieve its investment objective.

 Comment 11. In “Concentration Risk,” please change “is
also expected to” to “will.” Page 4 — Principal Investment Risks

 Response: Subsequent to filing the Registration Statement, the Fund has changed from a passively-managed fund to an actively-managed
fund and has updated the definition of “Concentration Risk” as noted below:

To the extent the Fund’s investments
are concentrated in a particular industry or group of industries, the Fund may be susceptible to loss due to adverse occurrences
affecting that industry or group of industries.

Page 4 – Principal Investment Risks

 Comment 12. In “Foreign Securities Risk,” please add
risk disclosure that addresses Huawei Technologies Co., Ltd.’s ongoing issues with several countries, including the United
States, or explain why such disclosure is not necessary.

Ms. Lisa N. Larkin
 February 18, 2020
 Page 6

 Response: The Fund has considered the Staff’s comment but does not believe that adding risk disclosure regarding ongoing issues
encountered by Huawei Technologies Co., Ltd. with other countries, including the United States, is material to the Fund’s
anticipated operations. In addition, Huawei Technologies Co., Ltd. is an unlisted company and cannot be part of the Fund’s
portfolio.

The Fund believes that its existing risk disclosure, which
describes the material risks associated with investing in foreign companies, including 5G companies that are foreign companies,
is adequate and appropriate.

Page 5 – Principal Investment Risks

 Comment 13. You have included “Derivatives Risk” as a
principal risk. If this risk is principal, please add corresponding disclosure to the principal investment strategies section.
Otherwise, please delete the risk. Please note that the Division of Investment Management has made a number of observations about
derivative-related disclosure by investment companies in a letter from Barry D. Miller, Associate Director, Office of Legal and
Disclosure, to Karrie McMillan, General Counsel, Investment Company Institute dated July 30, 2010, available at (http://www. sec.gov/divisions/investment/guidance/ici073010.pdf).

 Response: The Fund advises the Staff that investing in derivatives is not a principal investment strategy; therefore, “Derivatives
Risk” has been removed as a principal risk.

Page 8 – Principal Investment Risks

 Comment 14. Please consider adding risks for “New Adviser”
and “New Index Provider” or explain why the additions are not necessary.

 Response: The risk disclosure entitled “New Adviser” has been added to “Principal Investment Risks” as noted
below:

Limited History of Operations
Risk and New Adviser Risk. The Fund and the Adviser are each newly formed and have no history of operations for investors to
evaluate. As a result, investors do not have a track record from which to judge the Adviser, and the Adviser may not achieve the
intended result in managing the Fund.

Ms. Lisa N. Larkin
 February 18, 2020
 Page 7

Page 9 – Purchase and Sale of Fund Shares

 Comment 15. Please add disclosure under Item 6(a) and 6(b). See Form
N-1A, Item 6(c)(ii) (“If the Fund issues shares in creation units of not less than 25,000 shares each, the Fund may omit
the information required by Items 6(a) and 6(b).”).

 Response: Since the filing of the Registration Statement, the Fund has determined to raise the minimum size of Creation Units to 25,000
shares; therefore, disclosure under Item 6(a) and 6(b) is no longer required.

Page 10 – Manager of Managers Structure

 Comment 16. You state that the adviser has submitted an exemptive
application to operate the Fund as a manager of managers fund. Please let us know the status of your exemptive application.

 Response: The exemptive application to operate the Fund as a manager of managers fund will be filed before the Registration Statement
is declared effective.

Page 11 – Principal Investment Strategies

 Comment 17. In the paragraph that describes the components of the
index, please add disclosure that describes how the components of the index are weighted, e.g., free float-adjusted, capitalization-weighted,
price-weighted, equal-weighted, fundamentally-weighted, among others.

 Response: Subsequent to filing the Registration Statement, the Fund has changed from a passively-managed fund to an actively-managed
fund; therefore, references to the weights of the components of the index are no longer applicable.

Page 17 – Cybersecurity

 Comment 18. Please explain why “Cybersecurity” is not
a principal risk.

 Response: The Risk disclosure entitled “Cyber Security Risk” has been to “Principal Investment Risks” as noted
below:

Cyber Security Risk. The Fund
and its service providers may be prone to operational and information security risks resulting from breaches in cyber security.
A breach in cyber security refers to both intentional and unintentional events that may cause the Fund to lose proprietary information,
suffer data corruption, or lose operational capacity. Breaches in cyber security include, among other behaviors, stealing or corrupting
data maintained online or digitally, denial of service attacks on websites, the unauthorized release of confidential information
or various other forms of cyber-attacks. Cyber security breaches affecting the Fund or its Adviser, Sub-Adviser, custodian, transfer
agent, and other third-party service providers may adversely impact the Fund. Similar types of cyber security risks are also present
for issuers of securities in which the Fund may invest, which could result in material adverse consequences for such issuers and
may cause the Fund’s investment in such companies to lose value.

Ms. Lisa N. Larkin
 February 18, 2020
 Page 8

Page 27 – Cybersecurity

 Comment 19. You state that the “SEC has granted an exemptive
order to the Adviser permitting registered investment companies and unit investment trusts that enter into an agreement with the
Trust (“Investing Fund”) to invest in series of the Trust beyond the limits set forth in Section 12(d)(1) of the 1940
Act subject to certain terms and conditions.” Please provide us with a cite, link, or copy of such order.

 Response: Pursuant to the adoption of Rule 6c-11 under the 1940 Act, the Fund withdrew its exemptive application on October 3, 2019.
Notice of the SEC’s acceptance of the Fund’s withdrawal request was provided on October 9, 2019.

Statement of Additional Information

Page 1 – General Description of Trust

 Comment 20. It is not clear whether the Fund’s creation units
are purchased or redeemed primarily with cash. If t