SecProbe.io

January 16, 2020
       Via Email
 David W. Freese, Esq. Morgan, Lewis & Bockius LLP 1701 Market Street Philadelphia, PA 19103   Re: Siren ETF Trust   Initial Registration Statement on Form N-1A   File Nos. 333-235544 and 811-23502
 Dear Mr. Freese,   On December 17, 2019, Siren  ETF Trust (the  “Trust”) filed an initial registration
statement on Form N-1A under the Securities Ac t of 1933 and the Investment Company Act of
1940 (“1940 Act”).  The filing registers shares of the Siren Large Cap Blend Index ETF (the “Fund”).
We have reviewed the filing and have the following comments.
1  Where a comment is
made with regard to the disclosure in one location, it is applicable to all similar disclosure appearing elsewhere in the registration statement.

General

1. We note that significant portions of the regi stration statement are missing information or
contain bracketed disclosure.  We may have  additional comments on such portions when
you complete them in a pre-effective amendmen t, on disclosures made in response to this
letter, on information supplied supplementally, or on exhibits added in any pre-effective
amendment.
 2. Please supplementally advise the staff of any exemptive or no-action relief the Fund
intends to seek in conne ction with this filing.
 3. Please confirm whether a party other than the Fund’s sponsor or one of its affiliates is
providing the Fund’s initial (seed) capital.  If yes, please supplementally identify the party providing the seed capital and de scribe its relationship with the Fund.

4. Supplementally, please provide the index me thodology for the Index for our review.

1  Capitalized terms have the same meaning as in the registration statement unless otherwise indicated.

David W. Freese, Esq.
January 16, 2020 Page 2 of 5

Summary Prospectus

Fund Fees and Expense, p.1
5. Please provide a completed fee table and expense example for the Staff’s review.  We
may have additional comments.

Principal Investment Strategy, pp. 1-2

6. Please clarify the following: (1) the criteria the Index will use to identify each "universe"
of potential companies to include in its holding s; (2) if all of the companies, US and non-
US, will be listed on the Nasdaq Stock Market; and (3) if the REITs will be listed on the Nasdaq Stock Market.
7. Please clarify how the portfolio will be a llocated among US and non-US companies and
REITs; for example, will the 30 largest companies and 30 largest REITs be eligible for inclusion, regardless of  geographic location?

8. You state in the second paragraph that the “Index selects the 30 largest companies from
each universe and weights each company by market capitalization within its respective universe.”  Please explain the purpose of weighting the companies within each universe.

9. Please clarify how the Index defines "financial companies."

10. The first paragraph suggests the companies in the Index may include non-US companies.
Does the Fund intend to invest principally in foreign securities?  If so, please identify
where these companies are located ( e.g., developed countries).

11. Please disclose that the Index is sponsored by an affiliate and disclo se the nature of the
affiliation.

12. Please disclose if the Fund will hold derivatives and if so, please explain how derivatives
will be used by the Adviser in the portfolio.  If derivatives are used as a substitute for an equity holding in the Index, please confir m that any derivatives included in the 80%
basket for purposes of Rule 35d-1 w ill be valued at market value.
 13. Please clarify whether the Fund will change it s designation as non-diversified as a result
of changes in the composition of the Index.  We note that a non-diversified fund may become diversified without a shar eholder vote but not the converse.

14. In the last paragraph of this section, please re vise the first sentence to state that the Fund
will also invest at least 80% of its ne t assets in components of its Index.

David W. Freese, Esq.
January 16, 2020 Page 3 of 5

15. In the last paragraph, the Fund discloses that it will invest at least 80% of the value of its
assets in large-capitalization co mpanies.  Please disclose the fund’s definitions, including
ranges, for large-capitalization companies.  See, Investment Company Act Release
24828, at n. 43 (Jan. 17, 2001).

Principal Risks, p.2

16. Please disclose that, where all or a portion of  the ETF’s underlying securities trade in a
market that is closed when the market in which the ETF’s shares are listed and traded 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.

17. Supplementally, please describe the Index Provider's experience.  If there are any
potential risks related to the level of the Index Provider’s experience, please disclose.

Performance Information, p.4

18. Supplementally, please identify the broa d-based index against which the Fund’s
performance will be measured.

Investment Adviser, p.4

19. Please revise the sentence to give th e month and date of the Fund’s inception.

Purchase and Sale of Fund Shares, p.4

20. Please clarify whether creation unit transacti ons will be conducted pr imarily in cash or
in-kind.  If the transactions will be prima rily in cash, please disclose that such
transactions are less tax-efficien t than those conducted in-kind.

Statutory Prospectus

Investment Objective and Principal Investment Strategies, p. 5

21. Please disclose what instruments will be held principally as part of the Fund’s 20%
basket of securities.

Investment Adviser and Portfolio Manager, p. 8

22. In the second paragraph under “The Investment Adviser,” please clarify that the Fund is
new and give the month and year of the Fund’s inception.

David W. Freese, Esq.
January 16, 2020 Page 4 of 5

23. In the first paragraph under “Portfolio Manager, ” please clarify what is meant by “service
ETF users and traders” in the disc ussion of Street One Financial.

Index/Trademark Licenses/Disclaimers, p.13

24. Please revise this section since th e Fund will track an affiliated index.

Statement of Additional Information
 Description of Permitted Investments and Risk Factors, pp.16-17

25. In the discussion of “Investment Companies,” you state that the Fund may invest in other
investment companies including leveraged ETFs and the penultimate paragraph suggests the Fund has exemptive orders and procedures  approved by the Board.  Please revise
since it appears that the Fund has not applied for any exemptive relief.  See also ,
comment 2 above.

********

Responses to this letter should be made in a letter to me f iled on EDGAR and in the form
of a pre-effective amendment filed pursuant to  Rule 472 under the Securities Act.  Where no
change will be made in the filing in response to a comment, please indicate this fact in the letter
to us and briefly state the basis for your position.
You should review and comply with all applicable requireme nts of the federal securities
laws in connection with the preparation and distribution of a preliminary prospectus.
Although we have completed our  initial review of the registration statement, the filing
will be reviewed further after we receive your response.  Therefore, we reserve the right to
comment further on the registration statement and any amendments.  After we have resolved all issues, the Fund and its underwr iter must request acceleration of  the effective date of the
registration statement.
In closing, we remind you that the Fund is re sponsible for the accuracy and adequacy of
its disclosure in the registration statement, notwithstanding any review, comments, action, or
absence of action by the staff.

David W. Freese, Esq.
January 16, 2020 Page 5 of 5

Should you have any questions prior to filing a pre-effective amendment, please feel free
to contact me at (202) 551-6870 or hahnja@sec.gov.          S i n c e r e l y ,                      /s/ Jaea F. Hahn       Jaea F. Hahn      Senior Counsel   cc:   William Kotapish, Assistant Director
Sumeera Younis, Branch Chief