SecProbe.io

CORRESP
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filename1.htm

April 21, 2023

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 ETF

Tema Oncology ETF

Tema Emerging Markets Financial
Inclusion ETF

Tema Monopolies and Oligopolies
ETF

Tema American Reshoring ETF

Tema Alternative Investment Mangers
ETF

Tema Global Royalties ETF

Tema Beverages ETF

On November 9, 2022, you provided
comments to the registration statement. Those comments are summarized in the letter set forth in the Appendix, with corresponding responses
following each comment. On February 22, 2023, March 29, 2023 and April 14, 2023 you provided additional comments to the pre-effective
amendment to the registration statement filed on December 19, 2023. Those comments are summarized below, which the Registrant has authorized
Thompson Hine LLP to make on its behalf. Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in
the document to which the applicable comment relates.

*	     *	     *	     *	     *

Tema Global Limited
 April 21, 2023
 Page 2 of 16

General (all Funds)

1.       We note that footnote
1 of the fee table in each Fund’s prospectus describes a fee waiver that will be in effect through a certain date. If such fee waiver
will be contractual, please ensure that the footnote contains an end date that covers at least a one-year period. In addition, if accurate,
please state that the investment adviser may not terminate its fee waiver during the contractual period.

Response:

Registrant has revised note 1 of the fee table in each Fund’s
prospectus to clarify that the fee waiver is contractual, included an expiration date one year or longer and noted that the investment
adviser may not terminate its fee waiver during the contractual period.

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 or sub-industry or otherwise
falls within a category of companies indicated by the Fund’s name. In particular, please provide a reasonable definition of what
constitutes a company that is “economically tied to” a particular industry, sub-industry or the Fund’s name.

Response:

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

3.       The strategy section
for the Tema Global Royalties ETF states that the “active security selection approach is then combined with a systematic rules-based
portfolio construction process to form the final portfolio.” Please provide more detailed disclosure on how this process operates
to generate the final portfolio of securities.

Response:

Upon further review, Registrant has determined to remove the
quoted sentence from each of the Prospectuses. Because each Fund is actively managed, the Adviser has discretion regarding the portfolio
management of each Fund including implementing the final investment decisions on a given day. The Adviser believes that the above language
that will be removed indicates a formulistic approach that in some cases will be followed but in some cases may not be followed, and that
it is therefore disingenuous to include the process in the prospectuses. Please see the attached redlined Prospectuses showing the deletions.

    Tema Global Limited
 April 21, 2023
 Page 3 of 16

4.       Section 6.9 of
the Trust’s Agreement and Declaration of Trust addresses the fiduciary obligations of the Trust’s trustees and officers. We
understand that Delaware law permits a fund to eliminate duties of trustees, shareholders, or other persons, and replace them with the
standards set forth in the Agreement and Declaration of Trust. Provisions eliminating or altering the fiduciary duties of a fund’s
trustees and officers are inconsistent with the federal securities laws and the Commission’s expressed views on such persons’
fiduciary duties. Please add a provision to the Agreement and Declaration of Trust or otherwise modify the Agreement and Declaration of
Trust to clarify explicitly that notwithstanding anything to the contrary to the Agreement and Declaration of Trust, nothing in the Agreement
and Declaration of Trust modifying, restricting or eliminating the duties or liabilities of trustees or officers shall apply to, or in
any way eliminate, the duties (including state law fiduciary duties of loyalty and care) or liabilities of such persons with respect to
matters arising under the federal securities laws.

Response:

Prior to the offering of the shares of any Fund, the Agreement
and Declaration of Trust will be amended by Board resolution or consent to add the requested provision.

*	*	*	*	*

If you have any questions or additional comments,
please call the undersigned at 202-973-2727.

Very truly yours,

/s/ Bibb Strench

Bibb Strench

cc:  Matthew Keeling

    Tema Global Limited

    Tema Global Limited
 April 21, 2023
 Page 4 of 16

Appendix

Response to November 9, 2022 Staff Comments

December 16, 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. Capitalized terms used but not otherwise defined herein have the
meanings ascribed to them in the document to which the applicable comment relates.

    Tema Global Limited
 April 21, 2023
 Page 5 of 16

*	     *	     *	     *	     *

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
 April 21, 2023
 Page 6 of 16

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.

    Tema Global Limited
 April 21, 2023
 Page 7 of 16

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.

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.

    Tema Global Limited
 April 21, 2023
 Page 8 of 16

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.

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 serv