SecProbe.io

CORRESP
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filename1.htm

    October
    13, 2023

Christopher
R. Bellacicco

Valerie
Lithotomos, Esq.

John
Lee, Esq.

U.S.
Securities and Exchange Commission

Division
of Investment Management

Disclosure
Review and Accounting Office

100
F Street NE

Washington,
DC 20549

 Re: NEOS
                                            ETF Trust (the "Trust" or the "Registrant") File Nos. 811-23645, 333-253997

Dear
Messrs. Bellacicco and Lee and Ms. Lithotomos:

On
May 23, 2023, NEOS ETF Trust (the "Trust" or the "Registrant"), on behalf of its series, Kurv Yield Premium Goldman
Sachs (GS) ETF, Kurv Yield Premium Google (GOOGL) ETF, Kurv Yield Premium Tesla (TSLA) ETF, Kurv Yield Premium UnitedHealth Group (UNH)
ETF, Kurv Yield Premium Visa (V) ETF, and Kurv Yield Premium Walmart (WMT) ETF filed post-effective amendment number 33 to the Trust's
registration statement. On May 23, 2023, the Registrant, on behalf of its series, Kurv Yield Premium Amazon (AMZN) ETF, Kurv Yield Premium
Apple (AAPL) ETF, Kurv Yield Premium Disney (DIS) ETF, Kurv Yield Premium ExxonMobil (XOM) ETF, Kurv Yield Premium JPMorgan (JPM) ETF,
and Kurv Yield Premium Microsoft (MSFT) ETF, filed post-effective amendment number 34 to the Trust's registration statement. On June
9, 2023, the Registrant, on behalf of its series, Kurv Yield Premium C3.ai (AI) ETF, Kurv Yield Premium Boeing (BA) ETF, Kurv Yield Premium
Bank of America (BAC) ETF, Kurv Yield Premium Chevron (CVX) ETF, Kurv Yield Premium Ford (F) ETF, Kurv Yield Premium Coca Cola (KO) ETF,
Kurv Yield Premium Meta (META) ETF, Kurv Yield Premium Netflix (NFLX) ETF, Kurv Yield Premium NVIDIA (NVDA) ETF, and Kurv Yield Premium
Palantir (PLTR) ETF, filed post-effective amendment number 36 to the Trust’s registration statement. Each post-effective amendment
was filed pursuant to Rule 485(a)(2) under the Securities Act of 1933, as amended, to register shares of the Funds.

On
July 10, 2023, you provided comments to the Amendment by phone to Bibb Strench and Daniel Moler. Subsequently, in response to your comments
provided verbally on July 10, 2023, you provided on August 22, 2023 follow-up comments, which are noted in green.
You provided additional follow-up comments on September 19, 2023, which are noted in blue.
John Lee and Ms. Lithotomos provided additional follow-up comments on September 29, 2023, and October 2, 2023, respectively, which are
noted in yellow.

Set
forth below are your follow-up comments, as we understand them, followed by responses to those comments, which the Funds have authorized
Thompson Hine LLP to make on its behalf. Where applicable, revisions indicated in responses to your comments will be reflected in an
amendment to the registration statement to be filed subsequently to or concurrently with this letter. All capitalized terms not defined
herein have the meaning given to them in the registration statement. A marked copy of the prospectuses or relevant sections of the prospectuses
are attached to, or sent separately, aid in your review.

    1

PROSPECTUS

General

Comment
3. Given the relative novelty of these Funds, please be prepared to file Form BXT so comments can be resolved prior to effectiveness.

Response.
The Registrant is prepared to file Form BXT to delay effectiveness in order to resolve the Staff’s comments.

Follow-Up
Comment: #1 Please be prepared to continue to file Form BXTs so follow-up comments can be resolved prior to effectiveness.

Follow-Up
Response: The Registrant is prepared to file Form BXT to delay effectiveness in order to resolve the Staff’s comments,
recently filing a BXT to extend effectiveness to September 22, 2023.

Additional
Follow-Up Comment: #1 Please be prepared to continue to file Form BXTs
so follow-up comments can be resolved prior to effectiveness.

Additional
Follow-Up Response: #1 The Registrant is prepared to file Form BXT to delay
effectiveness in order to resolve the Staff’s comments, recently filing a BXT to extend effectiveness to October 11, 2023.

Additional
Follow-Up Response: #1 The Registrant is prepared to file Form BXT to
delay effectiveness in order to resolve the Staff’s comments, recently filing a BXT to extend effectiveness to October 17, 2023.

Comment
#2: Please provide the SEC staff
with updated versions of all of the statements of additional information (“SAI”).

Response:
The Registrant has separately provided the SEC staff with blacklined versions of each SAI, showing changes made to the prior
485(a) filings, indicating changes made to the original filings.

Comment
#3: Please provide the SEC staff
with all of the Prospectuses, indicating changes made to the original filings.

Response:
The Registrant has separately provided the SEC staff with blacklined versions of each Prospectuses, showing changes made to the
prior 485(a) filings.

Comment
4. Please confirm that all blanks, brackets and otherwise missing information will be completed in the 485(b) filing and sufficiently
in advance of effectiveness for review.

    2

Response.
The Registrant confirms that all missing information will be completed in the 485(b) filing sufficiently in advance for review prior
to effectiveness.

Follow-Up
Comment: #2 Please confirm that all blanks, brackets and otherwise missing information will be completed in the 485(b)
filing and sufficiently in advance of effectiveness for review. Also note that “Palantir” is misspelled in the chart in the
Prospectus.

Follow-Up
Response: The Registrant has supplied the missing information noted in the comment and has correct the spelling of “Palantir”
in the chart in the Prospectus.

Additional
Follow-Up Comment: #2 and #2
Please confirm the Registrant will provide the Staff with a completed fee and expenses table for each fund prior to going effective.

Additional
Follow-Up Comment: #3 Please address the discrepancies regarding the
length of the applicable fee waivers.

Additional
Follow-Up Response: The Registrant has completed the fee and expense tables for one of the Funds of each 485(a) filing and
provided those prospectuses with the completed tables to the Staff via e-mail.

Additional
Follow-Up Response: The Registrant has revised, where necessary, each fee table and the narrative in the FUND MANAGEMENT
– Adviser sections to state in relevant part:

The
Fund’s adviser has contractually agreed to waive its fees and reimburse expenses of the Fund until July 29, 2024.

Strategy

Comment
8. Please consider adding suitability related disclosure, explaining what the product is, what it is designed to do, why it was
designed and the purposes for which investors should use it.

Response.
The Registrant has added the following disclosure:

The
Fund is a unique investment product that may not be suitable for all investors. An investor should consider investing in the Fund
if it, among other reasons, fully understands the risks inherent in an investment in the Fund’s Shares. There is no guarantee
that the Fund, in the future will provide the opportunity for upside participation to the price exposure of underlying. There may be
limits on upside participation to the price exposure of underlying under certain market conditions.

The
Fund employs an investment strategy that includes the sale of call option contracts, which limits the degree to which the Fund will participate
in increases in value experienced by the underlying stock over the call period. This means that if the underlying stock experiences an
increase in value above the strike price of the sold call options during a Call Period, the Fund will likely not experience that increase
to the same extent and may significantly underperform the underlying stock over the call period.

    3

Comment
9. The first sentence of Principal Investment Strategies states that “the strategy limits potential investment gains related
to share price appreciation.” This implies that there may be a cap or limit as to the potential gains. Please include additional
disclosure explaining the expected limits as to the potential gains.

Response.
The Registrant has added the following disclosure to the Prospectus in response to the above comment:

The
performance of the Fund’s shares may exceed, substantially track or trail the performance of the underlying stock because the options
transactions that the Fund enters may outperform or underperform the underlying stock’s performance.

Follow-Up
Comments to Comments 8 and 9:

Follow-Up
Comment A: #3 Please add disclosure to the strategy highlighting that the Fund
may underperform the underlying stock if the underlying stock appreciates beyond the options premiums earned by the Fund due to the fact
that the options the Fund wrote have hit their strike price.

Follow-Up
Response A: The Registrant has added the following disclosure to each Fund’s Investment Strategy section:

“The
Fund employs an investment strategy that includes the sale of call option contracts, which limits the degree to which the Fund will participate
in increases in value experienced by the underlying stock over the call period. This means that if the underlying stock experiences an
increase in value above the strike price of the sold call options during a Call Period, the Fund will likely not experience that increase
to the same extent and may significantly underperform the underlying stock over the call period.”

Follow-Up
Comment B: #4 Please copy and paste the following risk disclosure noted in your response to Comment #8 to the Investment
Strategy Section of each Prospectus:

“The
Fund is a unique investment product that may not be suitable for all investors. An investor should consider investing in the Fund
if it, among other reasons, fully understands the risks inherent in an investment in the Fund’s Shares. There is no guarantee
that the Fund, in the future will provide the opportunity for upside participation to the price exposure of underlying. There may be
limits on upside participation to the price exposure of [underlying] under certain market conditions.”

Follow-Up
Response B: The Registrant has copied and pasted the disclosure noted above in the manner requested.

Additional
Follow-Up Comment: #3 Please remove the language discussed in follow up
comment #4, and use the language sent in the response sent to the Staff to comment #8.

Additional
Follow-Up Response: The Registrant has made the requested changes.

    4

Follow-Up
Comment C: #5 Please include a discussion that when an investor purchases and sells shares of a Fund, such purchases and
sales may affect the investor’s performance in light of the Fund’s trailing, tracking or outperforming the underlying stock.

Follow-Up
Response C: The Registrant has added the following disclosure to each Fund’s Investment Strategy section:

“When
an investor purchases and sells shares of a Fund, such purchases and sales may affect the investor’s performance in light of the
Fund’s share price trailing, tracking or outperforming the underlying stock.”

Additional
Follow-Up Comment: #4 and #4
Please provide disclosure clarifying that depending when an investor purchases shares in the Fund, they may not have the protection of
the covered-call strategy which may affect the investor’s performance.

Additional
Follow-Up Response: The Prospectus has been revised to add the following:

“For
example, if an investor purchases shares or sells shares of a Fund immediately [prior to/after/or during] the period the Sub-Adviser
is entering in covered call transactions for the Fund may heighten the difference between the share price of that investor’s shares
and the performance the underlying stock over the period the investor owns Fund shares.”

Additional
Follow-Up Comment: #5 If appropriate, please remove the brackets before and
after “[prior to/after/or during]” or otherwise edit this sentence.

Additional
Follow-Up Response: The brackets referenced above have been deleted.

Comment
13. The second sentence of the Principal Investment Strategies states that the Fund does not seek to employ temporary defensive
positions during periods of adverse conditions. Supplementally, explain why no temporary defensive positions may be in place.

Response.
The Registrant has removed the clause stating that the Fund does not seek to employ temporary defensive positions during periods
of adverse conditions. Each Fund through options transactions and long positions in the underlying stock seeks to track the performance
of the underlying stock and therefore will not engage in transactions for temporary defensive purposes. Each Fund may invest its assets
in cash or cash equivalents or a higher percentage of its assets directly in the underlying stock. The Registrant believes it is prudent
to have ability to invest in the underlying stock for a number of reasons including to
defensively protect the Fund’s ability to gain long exposure to the underlying stock during stressed market environments. From
time to time, there may be disruptions in the options markets, making it difficult or imprudent to engage in options on behalf of the
Funds for temporary periods of time. In these scenarios, the Fund can gain long exposure simply by purchasing the stock of the underlying
company. This is the traditional covered call strategy. We have updated the language to Prospectus in response to this comment.

Follow-Up
Comment: #6 Please clarify whether the Fund’s investing in cash or cash
equivalents as described in the response above or the Fund investing a higher percentage of its assets directly in the underlying stock
are intended to serve as temporary defensive measures.

    5

Follow-Up
Response: The Registrant has revised the disclosure in each Prospectus with respect to cash and cash equivalents and direct underlying
stock investments as follows:

“The
Fund may hold cash and cash equivalents and/or the underlying stock from time to time when there are disruptions in the options markets
making it difficult or impractical to employ a covered call strategy to synthetically track the underlying stock. Under such temporary
situations, the Fund may better track the performance of the underlying stock by holding it directly.”

Additional
Follow-Up Comment: #5 Please clarify the updated language related to the
possibility of the Fund holding cash and cash-equivalents. Additionally, please clarify what “temporary situations” is referring
to in the added disclosure language.

Additional
Follow-Up Response: The Fund will not engage in temporary defensive investments as timing the market or the performance of
the underlying stock is not part of its investment strategy. Rather, the Fund attempts to track the performance of the underlying stock
primarily by employing a covered call strategy. As noted in the language above, due to conditions in the options market, the Fund may
for temporary periods be unable to engage in call and put option transactions and during those times the Fund may invest directly in
the underlying stock and/or cash. So to avoid confusion, this language has been revised to remove the word “temporary” and
it now reads:

“The
Fund may hold cash and cash equivalents and/or the underlying stock from time to time when there are disruptions in the options markets
making it difficult or impractical to employ a covered call strategy to synthetically track the underlying stock. In such situations,
the Fund may better track the performance of the underlying stock by holding it directly until disruptions in the options markets cease.”

Comment
16. Supplementally, please elaborate on what active management would entail and provide examples of when the Fund will deviate
from the strategy.

Response.
Each day the markets are open, the Sub-Adviser actively manages each Fund’s synthetic and actual
long positions. In addition, the Sub-Adviser decides the pricing and expiry and related costs of the call and put options used.
Each Fund may invest its assets in cash or cash equivalents or directly in the underlying