SecProbe.io

CORRESP
1
filename1.htm

December
19, 2022

Mr.
Raymond A. Be

Division
of Investment Management

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Re: Tema
                                         ETF Trust

  File
                                         Nos. 333-267188, 811-23823

Dear
Mr. Be:

On
August 31, 2022, Tema ETF Trust (“the Trust”) filed an initial registration statement on Form N-1A under the Securities
Act of 1933 (“Securities Act”) and the Investment Company Act of 1940 (“1940 Act”). The Trust also filed
pre-effective amendments to the registration statement on September 2, 2022, September 23, 2022, and October 6, 2022. The filings
register shares of the following (each, a “Fund” and collectively, the “Funds”):

Tema
Luxury Goods ETF

Tema
Conquer Cancer ETF

Tema
Emerging Markets Fintech ex-China ETF

Tema
Monopoly, Duopoly, Oligopoly ETF

Tema
American Industrial Revolution ETF

Tema
Private Investments ETF

Tema
Superabundance ETF

Tema
Global Royalties ETF

Tema
Beer, Spirits and Mixers ETF

On
November 9, 2022, you provided comments to the registration statement. Those comments are summarized below, with corresponding
responses following each comment, which the Registrant has authorized Thompson Hine LLP to make on its behalf. Please note
that, in addition to revisions made in response to your comments, Registrant has also enhanced the investment strategy and principal
risk disclosures for each Fund to describe the manner in which it incorporates ESG factors in its investment process. Capitalized
terms used but not otherwise defined herein have the meanings ascribed to them in the document to which the applicable comment
relates.

*     *     *     *     *

    THOMPSON
    HINE
    LLP

    ATTORNEYS
    AT LAW
    1919
    M Street, N.W.

    Suite 700

    Washington,d.c.
    20036-3537
    www.
    ThompsonHine.com

    O: 202.331.8800

    F: 202.331.8330

Tema
Global Limited

December 19, 2022

Page 2 of 13

General
(all Funds)

1.       We
note that portions of the filing, including the Fund’s financial statements, are incomplete. We may have additional comments
on such portions when you complete them in a pre-effective amendment, on disclosures made in response to this letter, on information
supplied supplementally, or on exhibits added in any amendments.

Response:

Registrant
notes the comment and has completed a number of disclosures in the revised filing. Registrant will complete any remaining outstanding
information as soon as practicable.

2.       For
each Fund focusing on a particular type of investment or investments, or in investments in a particular industry or group of industries
(e.g., Tema Luxury Goods ETF), please disclose a policy stating that the Fund will invest at least 80% of its net assets, plus
the amount of borrowings for investment purposes, in the type of investment suggested by its name (i.e., the particular industries
in which each Fund will invest). See Rule 35d-1 under the 1940 Act. Please clarify how the Fund defines the industry. Additionally,
please disclose with greater clarity and in more detail the fund’s criteria for determining whether a security is within
a given industry. We may have further comment.

Response:

The
requested additional disclosures have been made. Please see the attached redlined Prospectuses for revisions.

3.       The
strategy section for each Fund states that the Fund will “seek to invest in attractively valued companies that, in [the
Adviser’s] opinion, represent strong, long-term investment and growth opportunities.” Each of the Funds appears to
follow a value-oriented strategy despite the references to growth. Discuss the types of data and analyses that each Fund uses
to determine whether a company is “attractively valued.” Similarly, explain how each Fund will determine whether a
company represents a “strong, long-term investment and growth opportunity,” including the types of data and analyses
that the Fund will use. To the extent the Funds do not follow a value-oriented strategy, the description of each Fund’s
strategy is vague. Provide sufficient detail to explain to investors what the Fund’s strategy is.

Response:

Registrant
has updated the “Principal Investment Strategies of the Fund” disclosures in the summary prospectus for each Fund,
with corresponding changes to the “Additional Information about Investment Strategies” disclosures, to address the
comment. Specifically, for each Fund, Registrant has enhanced the description of the Adviser’s investment process and methodology
for analyzing whether a company is attractively valued when compared to its fundamentals and growth opportunities, including a
discussion of quantitative tools employed by the Adviser, and criteria against which value is measured. Please see attached redlined
Prospectuses for revisions.

Tema
Global Limited

December 19, 2022

Page 3 of 13

4.       To
the extent the Funds will be following a value-oriented strategy, disclose the risks associated with such a strategy.

Response:

Registrant
has included risk disclosures with respect to value-oriented investing. Please see attached redlined Prospectuses and SAI for
revisions.

5.       For
each Fund, clarify what the phrase “‘top down’ (sector, theme, company research) and ‘bottom up’
(valuation, fundamental, quantitative, qualitative measures)” means in more detail.

Response:

As
used in the registration statement, “top down” idea generation means fundamental sector research, quantitative tools
(for example screening based on metrics such as five-year historic revenue growth, margins, or returns on invested capital) and
the Registrant’s own expertise, are used to narrow down the specific thematic research universe. “Bottom up”
security analysis involves the Registrant comparing valuation multiples (such as free cash flow yield, price to book ratio and
price to earnings ratio or enterprise value to total invested capital, among others) to fundamental metrics (such as organic revenue
growth, margins, returns on invested capital and equity, among others).

Registrant
has enhanced the description of “top down” and “bottom up” in the attached redlined Prospectuses.

6.       We
note that the principal risks appear in alphabetical order. Please order the risks to prioritize the risks that are most likely
to adversely affect the Fund’s net asset value, yield and total return. Please note that after listing the most significant
risks to the Fund, the remaining risks may be alphabetized. See ADI 2019-08 - Improving Principal Risks Disclosure.

Response:

Registrant
has re-ordered principal risks as requested. Please see the attached redlined Prospectuses for revisions.

7.       For
each of the Funds that discloses Emerging Markets Securities Risk, consider discussing the availability of public information
about such companies, the enforceability of contracts, and the differences in disclosure and accounting requirements.

Response:

The
requested additional disclosures have been made to the Emerging Markets Securities Risk. Please see the attached redlined Prospectuses
for revisions.

Tema
                                         Global Limited

December 19, 2022

Page 4 of 13

8.       For
each of the Funds that discloses “Large Shareholder and Large-Scale Redemption Risk,” each of the Funds appears to
invest in securities of publicly listed companies. Briefly explain the context in which the Funds may need to make redemptions
in cash. To the extent this is not a principal risk to the Funds, move the portion of the discussion regarding cash redemptions
to an appropriate location.

Response:

Registrant
has determined that Large Shareholder and Large-Scale Redemption Risk is not a principal risk of the Funds and has moved the risk
disclosure to the “Other Risks” section under “Additional Information About the Fund.”

9.       For
each of the Funds that discloses Liquidity Risk, clarify the context for which the Fund believes this a principal risk, particularly
in light of the Fund’s liquidity screening criteria. To the extent liquidity is not a principal risk of the fund, move it
out of the Summary Prospectus.

Response:

Registrant
has determined that Liquidity Risk is not a principal risk of the Funds and has moved the risk disclosure to the “Other
Risks” section under “Additional Information About the Fund.”

10.       For
each of the Funds, under “New Adviser Risk,” consider, to the extent material, discussing the Adviser's resources,
systems, research capabilities, and personnel generally.

Response:

Registrant
has determined that New Adviser Risk is not a principal risk of the Funds and has deleted the risk factor.

11.       With
regard to each Fund, confirm that the list of principal risks in the Summary Prospectus is consistent with the list of principal
risks in the Item 9 disclosure. For example, Operational Risk appears in the Summary Prospectus as a principal risk, but is presented
under “Other Risks” in the main prospectus. Similarly, “Valuation Risk” is listed as a principal risk
in the Item 9 disclosure, but does not appear in the Summary Prospectus. Please harmonize.

Response:

The
disclosed risks have been harmonized as requested. Please see the attached redlined Prospectuses for revisions.

Tema
Global Limited

December 19, 2022

Page 5 of 13

12.       In
the Sub-Adviser section, disclose the percentage that the Sub-Adviser will receive for its fee. Also, please confirm that all
references to “Adviser” vis a vis “Sub-Adviser” are correct.

Response:

The
additional disclosures regarding the Sub-Adviser’s fee have been added and references to Adviser and Sub-Adviser reviewed
and corrected, as appropriate. Please see the attached redlined Prospectuses for revisions.

13.       Please
disclose that the Adviser and Sub-Adviser are registered investment advisers and disclose the year that they registered.

Response:

The
requested additional disclosures have been made. Please see the attached redlined Prospectuses for revisions.

14.       Please
provide a brief biography for each portfolio manager listed in response to Item 5, as required by Item 10(a)(2) of Form N-1A.

Response:

The
requested additional disclosures have been made. Please see the attached redlined Prospectuses for revisions.

Tema
Luxury Goods ETF

Principal
Investment Strategies of the Fund (page 3)

15.       The
list defining the term “luxury industry” includes several services (e.g., hotels, hospitality). To the extent the
Fund will not be focusing only on luxury “goods," use a fund name that better encompasses the term "luxury industry"
that is used in this section.

Response:

Registrant
has considered the comment and determined to change the Fund’s name to Tema Luxury ETF to more accurately describe the strategy
and to conform with Rule 35d-1.

Sector
Focus Risk (page 8)

16.       Given
the Fund’s focus on the luxury industry, clarify the relevance of the consumer staples sector risk.

Response:

Registrant
has determined that the consumer staples risk is not relevant to the Fund and has removed it from the disclosures for Tema Luxury
Goods ETF.

Tema
Global Limited

December 19, 2022

Page 6 of 13

Tema
Emerging Markets Fintech Ex-China ETF

Principal
Investment Strategies of the Fund (page 3)

17.       Disclose
how the Fund defines the universe of “emerging markets.”

Response:

The
Fund defines emerging markets with reference to the MSCI Country Classification Standards. Please see the attached redlined Prospectuses
for revisions clarifying the definition.

18.       Consider
using a plain English alternative to the term “broking.”

Response:

Registrant
has replaced “broking” with brokerage services. Please see the attached redlined Prospectuses for revisions.

19.       Please
explain why leveraging technology for its operations is sufficient to deem a company to be a FinTech company.

Response:

Registrant
has renamed the Fund to “Tema Emerging Markets Financial Inclusion ETF.” Registrant has further clarified the criteria
for inclusion, specifying that a financial services company is considered economically tied to the
financial and financial technologies industries and furthers financial inclusion if its products and services directly or indirectly
improve access of individuals and businesses to financial products and services that meet their financial needs including but
not limited to transactions, payments, savings, equity, credit and insurance Please see the attached redlined Prospectus
for revisions.

Tema
Monopoly, Duopoly, Oligopoly ETF

Principal
Investment Strategies of the Fund (page 3)

20.       Explain
in plain English what it means to be in “a strategic position in an industry’s value chain where they provide access
to proprietary infrastructure across industries.” Clarify how this relates to the Fund’s name suggesting that the
Fund will invest in monopolies, duopolies, and oligopolies.

Response:

Registrant
has clarified the criteria for inclusion, specifying that companies within the strategy operate
in industries characterized by monopolistic or oligopolistic industry structures and as a result occupy a non-substitutable position
in an economic value chain. Please see the attached redlined Prospectus for revisions.

Tema
Global Limited

December 19, 2022

Page 7 of 13

Principal
Risks of Investing in the Fund (page 4)

21.       Under
“Industry Concentration Risk,” confirm that the individual industries listed in this risk factor address all of the
principal risks related to the list of industries presented in the strategy section. For example, it is not apparent to which
industry in the strategies section the Engineering and Construction Companies Risk applies. Clarify the risk factors to add context
when not apparent.

Response:

Registrant
has confirmed that the individual industries listed address the principal risks related to the list of industries presented in
the strategy section and has further clarified which industries are considered to be within the strategy. Please see the attached
redlined Prospectus for revisions.

Tema
Private Investments ETF

22.       This
Fund’s name suggests that invests in private investments, but it appears the Fund will invest in publicly listed companies.
In light of the fund's strategy, please explain supplementally why the name “Private Investments” is not materially
deceptive or misleading.

Response:

Registrant
has updated the name of the Fund to Tema Alternative Investment Managers ETF. Please see the attached redlined Prospectus for
revisions.

Registrant
also notes several additional naming changes made for conformity with Rule 35d-1, as follows:

    Prior Name
    New Name

    Tema Luxury Goods ETF
    Tema Luxury ETF

    Tema American Industrial Revolution ETF
    Tema American Reshoring ETF

    Tema Monopoly, Duopoly, Oligopoly ETF
    Tema Monopolies and Oligopolies ETF

    Tema Conquer Cancer Oncology ETF
    Tema Oncology ETF

    Tema Emerging Markets Fintech ex-China ETF
    Tema Emerging Markets Financial Inclusion ETF

Tema
Global Limited

December 19, 2022

Page 8 of 13

Additionally,
Registrant is removing Tema Superabundance ETF from the registration statement and does not intend to launch this Fund at this
time.

Principal
Strategies of the Fund (page 3)

23.       Under
Principal Investment Strategies of the Fund, clarify what the term “investment companies” means, including whether
these companies will be registered investment companies. To the extent the Fund will invest in other investment companies, clarify
this aspect of the Fund’s strategy in more detail, including how the Fund will select such other investment companies and
the types of funds it will invest in. Also, explain how the Fund will seek “attractively valued” funds. Finally, confirm
that, to the extent relevant, the Fund will include appropriate risk factors and AFFE in its fee table.

Re