SecProbe.io

CORRESP
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September 11, 2023

Ms. Alison T. White

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

    Re:
    Themes ETF Trust, File Nos. 333-271700; 811-23872

Dear Ms. White:

This correspondence responds to comments provided by telephone by the staff of the U.S. Securities and Exchange Commission (the “Staff”) pursuant to its review of the pre-effective amendment (the “Amendment”) to the registration statement for Themes ETF Trust (the “Registrant” or the “Trust”), with respect to Themes Airlines ETF, Themes China Technology ETF, Themes Cloud Computing ETF, Themes Cybersecurity ETF, Themes European Luxury ETF, Themes Future of Farming ETF, Themes Generative Artificial Intelligence ETF, Themes Global Systemically Important Banks ETF, Themes Gold Miners ETF, Themes Industry 4.0 ETF, Themes Junior Gold Miners ETF, Themes Natural Monopoly ETF, Themes Renewable Energy ETF, Themes Robotics & Automation ETF, Themes Semiconductors ETF, Themes US Cash Flow Champions ETF, Themes US Internet ETF, Themes US R&D Champions ETF, Themes Silver Miners ETF, Themes Solar Energy ETF, Themes US Small Cap Cash Flow Champions ETF, and Themes Wind Energy ETF (the “Funds”), filed on Form N-1A with the Securities and Exchange Commission on June 30, 2023. For your convenience, the comments have been reproduced with responses following each comment. Changes made to disclosure in the Amendment are redlined in each response as applicable. The captions used below correspond to the captions the Trust uses in the registration statement. All capitalized terms not otherwise defined herein have the meaning given to them in the registration statement.

PROSPECTUS

General

    1.
    The Staff does not agree with Registrant’s position with respect to compliance with the requirements of Investment Company Act Rule 35d-1 (“Rule 35d-1” or the “Names Rule”) as set forth in its Correspondence filed on June 30, 2023. In order to comply with the requirements of the Names Rule, please disclose that each indexed Fund other than the Themes Natural Monopoly ETF will have a policy under normal circumstances to invest at least 80% of net assets plus the amount of any borrowings for investment purposes in the investment or industry suggested by its name.

Response: The disclosure has been revised to state that each indexed Fund other than the Themes Natural Monopoly ETF has a policy to invest, under normal circumstances, at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in the investment or industry suggested by its name. As an example, the disclosure for the Airlines ETF has been revised as follows:

“In
constructing or adjusting the Index, the Index Provider identifies an “Index Universe” of companies that, on Selection
Days (as defined below), fulfill the following requirements: … 2) are classified in the Airlines industry by the FactSet
Revere Business Industry Classification System (“RBICS”), which includes companies that provide air transportation of
passengers, both scheduled (regular routes) and non-scheduled (no regular routes) (“Airline
Companies”)…The Fund will invest, under normal circumstances, at least 80% of its net assets, plus the amount
of any borrowings for investment purposes, in securities that comprise the Index and in American Depositary Receipts
(“ADRs”) and Global Depositary Receipts (“GDRs”) based on the securities in the Index,
and in securities of Airline Companies.”

    2.
    Please provide the Staff with a copy of the Index Methodology White Paper and a list of the top ten holdings for the STOXX Global Industry 4.0 Index.

Response: The Registrant has provided under separate cover a copy of the Index Methodology White Paper and a list of the top ten holdings for the STOXX Global Industry 4.0 Index.

KAREN A. ASPINALL ● PARTNER

11300 Tomahawk Creek Pkwy, Suite 310 ● Leawood, KS 66211

Practus, LLP ● Practus.com

    3.
    Please provide the completed Fees and Expenses Table for each Fund.

Response: The completed Fees and Expenses Table for each Fund has been provided under separate cover. As an example, the completed Fees and Expenses Table for the Airlines ETF is:

Fees and Expenses of the Fund

The following table describes the fees and expenses you may pay if you buy, hold, and sell shares of the Fund (“Shares”). You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and Example below.

    Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

    Management Fees
    0.35%

    Distribution and/or Service (12b-1) Fees
    None

    Other Expenses*
    0.00%

    Total Annual Fund Operating Expenses
    0.35%

    *
    Estimated for the current fiscal year

Example

The following example is intended to help retail investors compare the cost of investing in the Fund with the cost of investing in other funds. It illustrates the hypothetical expenses that such investors would incur over various periods if they were to invest $10,000 in the Fund for the time periods indicated and then redeem all of the Shares at the end of those periods. This example assumes that the Fund provides a return of 5% a year and that operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

    1 Year
    3 Years

    $36
    $113

Themes Airlines ETF

    4.
    Please tailor your Geographic Risk to address the regions or countries investors will be principally exposed to, directly or indirectly, as a result of the Fund’s investments in airline companies. Revised disclosure should address material issues in the region or country and how such issues could impact the companies the Fund invests in. This comment should be considered across all of the Funds included in your filing. Please revise as appropriate.

Response: The Registrant has reviewed its Geographic Risk disclosures and believes the risks related to the Airlines, China Technology, European Luxury, Robotics & Automation, Semiconductor, US Cash Flow Champions, US Internet, US R&D Champions and US Small Cap Cash Flow Champions ETFs are appropriate as currently disclosed. Geographic Risk disclosure for the remaining Funds was revised as follows:

Cloud Computing ETF: Risk of Investing in Asia and Israel were removed.

Cybersecurity ETF: Risk of Investing in Europe was removed.

Future of Farming ETF: Risk of Investing in Israel was removed.

Generative Artificial Intelligence ETF: Risk of Investing in Europe and Asia were removed.

Global Systemically Important Banks ETF: Risk of Investing in Europe was removed.

Gold Miners ETF: Risk of Investing in Brazil, Europe, China, Hong Kong, and South Korea were removed.

Industry 4.0 ETF: Risk of Investing in India, South Korea, and Taiwan were removed.

Junior Gold Miners ETF: Risk of Investing in China, Hong Kong, Africa and the Middle East, Brazil, and South Korea were removed.

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Natural Monopoly ETF: Risk of Investing in China, Hong Kong, and Israel were removed.

Renewable Energy ETF: Risk of Investing in Asia, Hong Kong, and Israel were removed.

Silver Miners ETF: Risk of Investing in Europe, Australia, Brazil, South Korea, and Africa and the Middle East were removed.

Solar Energy ETF: Risk of Investing in Australia and Risk of Investing in Africa and the Middle East were removed.

Wind Energy ETF: Risk of Investing in North America, Australia, and Africa and the Middle East were removed.

Themes China Technology ETF

    5.

        Clarify the impact of including companies in the Index that are subject to restrictions. For example, would the Fund be unable to hold certain Index securities and, if so, would that impact tracking error?

        Response: The Fund may utilize representative sampling in certain circumstances, one of which is cited as “when a replication strategy might be detrimental or disadvantageous to shareholders, such as when there are practical difficulties or substantial costs involved in compiling a portfolio of equity securities to replicate the Index, in instances in which a security in the Index becomes temporarily illiquid, unavailable or less liquid, or as a result of legal restrictions imposed by the U.S. or Chinese government (such as tax diversification requirements or sanctions) that apply to the Fund but not the Index.” However, the Index Provider has represented that it follows guidance from the Office of Foreign Asset Control (OFAC) and strictly prohibits the inclusion of restricted or sanctioned securities in the Index. The disclosure has been revised to include the following: “Securities subject to ownership restrictions by the US or Chinese governments are excluded from the Index Universe by the Index Provider and Index Components that become subject to any such restrictions are removed by the Index Provider from the Index.”

        In the event that a Chinese company in the Index gets added to the sanction list, the company would be removed from the Index, and the Fund would sell out of the security, adhering to the directive of the Index. Therefore, the inclusion of companies in the Index that are subject to restrictions is highly unlikely. Nevertheless, the impact of this scenario is disclosed in “Tracking Risk” as “The performance of the Fund may vary from the performance of the Index as a result of Fund fees and expenses, the use of representative sampling, brokerage and transaction costs, the effect of Chinese taxes, and other factors. In addition, the Fund may not be able to invest in certain securities included in the Index or invest in them in the exact proportions represented in the Index due to market disruptions, legal restrictions or limitations imposed by the Chinese government, certain exchange listing standards, or a lack of liquidity on stock exchanges in which such securities trade.”

Themes Cybersecurity ETF

    6.
    The Index methodology described in the Principal Investment Strategies section for this Fund is inconsistent with the Index Methodology White Paper previously provided to the Staff.

Response: An incorrect Index Methodology White Paper was inadvertently provided to the Staff by the Registrant in conjunction with its Correspondence filed on June 30, 2023. The Registrant has provided under separate cover the correct Index Methodology White Paper and list of the top ten holdings for the Solactive Cyber Security Index.

    7.
    Remove or define “significant assets” in section 2) of the first sentence of the second paragraph under “Principal Investment Strategies of the Fund – The Index” and for all other Funds as applicable as well.

Response: The Registrant has removed the term “significant assets” where noted by the Staff for all applicable Funds.

    8.

        In the second paragraph under “Principal Investment Strategies of the Fund – The Index”, why use “includes” the following sub-industries? Will there be other sub-industries added? Please revise or advise.

        Response: The Registrant has removed the list of sub-industries from the disclosure for clarity and to be consistent with the Index Methodology White Paper. The disclosure now refers to the “digital security software” category as identified by the Index Provider using the FactSet Revere Business Industry Classification System (RBICS).

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    9.
    In the second paragraph under “Principal Investment Strategies of the Fund – The Index,” define “carrier edge network management equipment, colocation and data center services” and clarify how “government IT services” falls into the category of cybersecurity.

Response: As noted in the response to Comment 8, the Registrant has removed the references to each of the sub-industries, including those noted in the comment, for clarity and to be consistent with the Index Methodology White Paper.

Themes European Luxury ETF

    10.
    Under “Natural Language Processing (NLP) Model Risk”, clarify what is meant by “Performance may suffer if a theme or sub-theme develops in an unexpected manner. In addition, performance may suffer if the stocks included in the Index do not benefit from the development of such themes or sub-themes. Performance may also be impacted by the inclusion of non-theme relevant exposures in the Index.” Revise for all Funds that use this disclosure.

Response: For all applicable Funds, the Registrant has replaced the disclosure cited with: “If a model or a description prove to be incorrect or incomplete, any decisions made in reliance thereon may lead to the inclusion or exclusion of securities in or from the Index universe that would have been excluded or included had the models and descriptions been correct and complete. If the composition of the Index reflects such errors, the Fund’s portfolio can be expected to also reflect the errors.”

Themes Future of Farming ETF

    11.
    The description of the Index Methodology previously provided to the Staff is not consistent with the 50% statement included in the section “Principal Investment Strategies – The Index”: “Companies are only eligible for inclusion in the Index if they generate at least 50% of their revenues or income from …the agricultural industry.”

Response: The Registrant has revised the disclosure to be consistent with the Index Methodology White Paper as follows:

“Companies are only eligible for inclusion in the Index if they generate at least 50% of their revenues or income from, are classified under, or own significant assets in, the agricultural related business operationsindustry.”

    12.
    It is unclear how the companies included in the Index relate to the “Future of” Farming as opposed to simply being involved in the industry. Please revise to explain the reference in the Fund’s name.

Response: The disclosure has been revised to clarify the relationship as follows:

“Based on the Index Universe, the initial composition of the Index, as well as any selection for an ordinary rebalance, is determined on the Selection Day by first screening publicly available information such as financial news, business profiles and company publications using the Index Provider’s proprietary natural language processing algorithm (“ARTIS®”) to identify companies that have or are expected to have exposure to the provision of products and/or services that contribute to the future innovative and forward-looking aspects of the agricultural industry. The Index Provider identifies relevant search terms for ARTIS® that best represent the industries and areas of such innovation (i.e., drones, agtech, hydroponics, agricultural robot and farming software). The investment strategy’s focus extends beyond traditional agricultural practices and production to include technology-enabled agricultural processes, encompassing everything from crop monitoring to precision agriculture, digital farming, and smart agriculture - growing trends shaping the future of farming.”

Themes Generative AI ETF

    13.
    In the third paragraph under “Principal Investment Strategies of the Fund – The Index,” defining a word (“ontologies”) using the word is not helpful. Please revise.

Response: The disclosure has been revised as follows:

“…ontology engineering (i.e., the study of methods and methodologies for building ontologies a set of concepts and categories in a subject area or domain that show their properties and the relations of a set of concepts and categories in a subject areabetween them to allow the AI to make inferences based on content and relationships),…”

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    14.
    In the fourth paragraph under “Principal Investment Strategies of the Fund – The Index,” clarify why 1 or 40 is not consistently the highest rank.

Response: For clarity, the disclosure discussing the 1 to 40 ranking has been replaced with: “The Index is rebalanced and reconstituted on each Rebala