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As filed with the U.S. Securities and Exchange Commission on October 27, 2026

File No. 333-271700

File No. 811-23872

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-1A

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933	☒
	Pre-Effective Amendment No.	☐
	Post-Effective Amendment No. 570	☒

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940	☒
	Amendment No. 572	☒

Themes ETF Trust

(Exact Name of Registrant as Specified in Charter)

34 East Putnam Avenue, Suite 112

Greenwich, CT 06830

(Address of Principal Executive Offices, Zip Code)

646-206-1788

(Registrant’s Telephone Number, including Area Code)

Jose C. Gonzalez

34 East Putnam Avenue, Suite 112

Greenwich, CT 06830

(Name and Address of Agent for Service)

Copy to:

Karen Aspinall, Esq.

Practus, LLP

11300 Tomahawk Creek Parkway, Suite 310

Leawood, Kansas 66211

Approximate Date of Proposed Public Offering: As soon as practical after the effective date of this Registration Statement

It is proposed that this filing will become effective

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	☒	immediately upon filing pursuant to paragraph (b)
	☐	on _____________ pursuant to paragraph (b)
	☐	60 days after filing pursuant to paragraph (a)(1)
	☐	on _____________ pursuant to paragraph (a)(1)
	☐	75 days after filing pursuant to paragraph (a)(2)
	☐	on _____________ pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box

\n \n \n \n \n

☐

this post-effective amendment designates a new effective date for a previously filed post-effective amendment.

THEMES ETF TRUST

PROSPECTUS

2026-09-08

October 27, 2026

\n \n \n \n \n \n \n

ANUU

Leverage\n Shares 2X Long Anthropic Daily ETF

ANDD

Leverage\n Shares 2X Short Anthropic Daily ETF

each of the above is listed on Cboe BZX Exchange, Inc.

The U.S. Securities and Exchange Commission has not approved or disapproved these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense.

This prospectus relates to the Funds listed above (each, a “Fund” and collectively, the “Funds”). The Funds seek daily leveraged or daily inverse leveraged investment results and are intended to be used as short-term trading vehicles.

The Funds are not intended to be used by, and are not appropriate for, investors who do not intend to actively monitor and manage their portfolios. The Funds are very different from most mutual funds and exchange-traded funds. Investors should note that:

(1) The Funds pursue daily leveraged or inverse leveraged investment objectives, which means that the Funds are riskier than alternatives that do not use leverage because the Funds magnify the performance of their underlying security.

(2) Seeking to replicate daily leveraged or inverse performance of an underlying security means that the return of a Fund for a period longer than a full trading day will be the product of a series of daily returns for each trading day during the relevant period. As a consequence, especially in periods of market volatility, the volatility of the underlying security may affect a Fund’s return as much as, or more than, the return of the underlying security. Further, the return for investors that invest for periods less than a full trading day is likely to be different from an underlying leveraged and inverse leveraged security’s performance for the full trading day. During periods of high volatility, the Funds may not perform as expected and the Funds may have losses when an investor may have expected gains if the Funds are held for a period that is different than one trading day.

The Funds are not suitable for all investors. The Funds are designed to be utilized only by sophisticated investors, such as traders and active investors employing dynamic strategies. Investors in the Funds should:

(a) understand the risks associated with the use of leveraged and inverse leveraged strategies;

(b) understand the consequences of seeking daily leveraged or inverse leveraged investment results; and

(c) intend to actively monitor and manage their investments.

Investors who do not understand the Funds, or do not intend to actively manage their funds and monitor their investments, should not buy the Funds.

There is no assurance that any Fund will achieve its daily leveraged or daily inverse leveraged investment objective and an investment in a Fund could lose money. No single Fund is a complete investment program.

The Funds’\ninvestment adviser will not attempt to position each Fund’s portfolio to ensure that a Fund does not gain or lose more than a maximum\npercentage of its net asset value on a given trading day. As a consequence, if a Fund’s underlying security moves 50% or more,\nas applicable for the leveraged and inverse leveraged funds, on a given trading day in a direction adverse to the Fund, the Fund’s\ninvestors would lose all of their money.

Table of Contents

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

SUMMARY SECTIONS		1
Leverage Shares 2X Long Anthropic Daily ETF		1
Leverage Shares 2X Short Anthropic Daily ETF		13
ADDITIONAL INFORMATION ABOUT THE FUNDS		26
PORTFOLIO HOLDINGS INFORMATION		46
MANAGEMENT		46
ADDITIONAL INFORMATION ON BUYING AND SELLING FUND SHARES		47
ADDITIONAL TAX INFORMATION		50
DISTRIBUTION		51
PREMIUM/DISCOUNT INFORMATION		51
FINANCIAL HIGHLIGHTS		52

SUMMARY SECTIONS

Leverage Shares 2X Long Anthropic Daily ETF

IMPORTANT INFORMATION REGARDING THE FUND

The Leverage\nShares 2X Long Anthropic Daily ETF (the “Fund”) seeks daily leveraged investment results and is very different from most\nother exchange-traded funds. As a result, the Fund may be riskier than alternatives that do not use leverage because the Fund’s\nobjective is to magnify (200%) the daily performance of the publicly traded Class A common stock of Anthropic, PBC (Nasdaq: ANT) (“Anthropic”\nor “Underlying Security”). The return for investors that invest for periods longer or shorter than a trading day should not\nbe expected to be 200% of the performance of the Underlying Security for the period. The return of the Fund for a period longer than\na trading day will be the result of each trading day’s compounded return over the period, which will very likely differ from 200%\nof the return of the Underlying Security for that period. Longer holding periods, higher volatility of the Underlying Security and leverage\nincrease the impact of compounding on an investor’s returns. During periods of higher Underlying Security volatility, the volatility\nof the Underlying Security may affect the Fund’s return as much as, or more than, the return of the Underlying Security.

The Fund\nexpects to commence operations on or about the same date as the Underlying Security commences trading in connection with its initial\npublic offering (“IPO”). If the Fund commences operations on the same date as the Underlying Security’s IPO, the Fund\nwill seek to achieve its investment objective based on the Underlying Security’s IPO price. The Fund may temporarily hold cash,\ncash equivalents or direct holdings of the Underlying Security while seeking to obtain the desired exposure. During the period immediately\nfollowing the IPO, options, swaps and other derivatives referencing the Underlying Security may not be available, may have limited liquidity\nor may be available only on terms that are less favorable than anticipated. As a result, the Fund may not be able to obtain or maintain\nits target exposure to the Underlying Security, may experience increased tracking error and may not achieve its investment objective\nduring this period. The Fund may not be able to obtain exposure to the Underlying Security at its IPO price, and the Fund’s performance\non the first day of trading may differ significantly from 200% of the daily percentage change in the price of the Underlying Security.

The Fund\nis not suitable for all investors. The Fund is designed to be utilized only by knowledgeable investors who understand the potential consequences\nof seeking daily leveraged (2X) investment results, understand the risks associated with the use of leverage and are willing to monitor\ntheir portfolios frequently. The Fund is not intended to be used by, and is not appropriate for, investors who do not intend to actively\nmonitor and manage their portfolios. For periods longer than a single day, the Fund will lose money if the performance of the Underlying\nSecurity is flat, and it is possible that the Fund will lose money even if the performance of the Underlying Security increases over\na period longer than a single day. An investor could lose the full principal value of his/her investment within a single day if the price\nof the Underlying Security falls by 50% or more in one trading day. Investing in the Fund is not equivalent to investing directly in\nthe Underlying Security.

Investment Objective

The\n Fund is an exchange traded fund (“ETF”) that seeks daily levered investment results, before fees and expenses, of two\n times (200%) of the daily percentage change in the price of the Class A common stock of Anthropic. The Fund does not seek to\n achieve its stated investment objective for a period of time different than a trading day.

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.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees¹	0.75%
Distribution and/or Service (12b-1) Fees	None
Other Expenses²	0.00%
Total Annual Fund Operating Expenses³	0.75%

\n \n \n \n \n \n \n \n \n \n

¹	The Fund’s investment advisory agreement provides that the Fund’s investment adviser will pay substantially all expenses of the Fund, except for the fee paid to the Adviser (as defined below) pursuant to the investment advisory agreement, interest charges on any borrowings, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, extraordinary expenses, and distribution (12b-1) fees and expenses.
²	Estimated for the current fiscal year.
³	The cost of investing in swaps, including financing and other transaction costs embedded in the swaps, is an indirect cost that is not\nincluded in the fee table and is not reflected in the Example.

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:

\n \n \n \n \n \n \n

1 Year	3 Years
$77	$242

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund Shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. Because the Fund is newly organized, portfolio turnover information is not yet available.

Principal Investment Strategies of the Fund

The\n Fund is an actively managed ETF. The\n Fund invests at least 80% of its net assets (plus borrowings for investment purposes) in the Underlying Security and financial\n instruments with economic characteristics that, in combination, provide 200% leveraged exposure to the price of the Underlying\n Security, on a daily basis, consistent with the Fund’s investment objective.

The Fund\nseeks to achieve its investment objective through the use of derivative instruments, including swap agreements and options contracts,\nas well as, to a lesser extent, direct investments in the Underlying Security. The Fund will enter into one or more swap agreements with\nmajor financial institutions pursuant to which the Fund and the counterparty will agree to exchange the return (or differentials in rates\nof return) of the Underlying Security for a payment based on the Fund’s net assets, such that the Fund seeks to achieve, on a daily\nbasis, leveraged (200%) exposure to the performance of the Underlying Security. Themes Management Company, LLC (the “Adviser”)\nattempts to consistently apply leveraged exposure to obtain long exposure to the Underlying Security equal to 200% of the Fund’s\nnet assets and expects to rebalance the Fund’s holdings daily to maintain such exposure.

Depending\non market conditions, market liquidity and operational constraints, the Fund may obtain leveraged long exposure to the Underlying\nSecurity by purchasing deep in-the-money call option contracts or by entering into option combinations designed to replicate long\nexposure. In particular, the Fund may establish a position consisting of the purchase of a call option and the sale of a put option\non the Underlying Security with the same or substantially similar strike price and expiration date (a strategy generally referred to\nas a “synthetic forward”). All option contracts bought and sold will be based on the Underlying Security. The Fund will\npay a premium to purchase call options and receive a premium from selling put options. These option positions are designed to\nprovide economic exposure similar to a leveraged long position in the Underlying Security, with gains or losses determined primarily\nby changes in the price of the Underlying Security relative to the strike price of the options. However, these strategies may not\nperfectly replicate leveraged long exposure and may be subject to differences in timing, pricing, liquidity and other market\nfactors, which may cause the Fund’s performance to deviate from the leveraged performance of the Underlying\nSecurity.

As part of\nits investment strategy, the Fund may invest in a combination of standardized exchange-traded and FLexible EXchange^®(“FLEX”)\ncall and put options contracts based on the value of the price returns of the Underlying Security. The Fund will only buy and sell options\ncontracts that are listed for trading on regulated U.S. exchanges. Standardized exchange-traded options have standardized terms, including\nthe strike price, expiration date and exercise style, and are also guaranteed for settlement by the Options Clearing Corporation (“OCC”).\nFLEX Options are a type of exchange-listed option that permits customization of contract terms including strike price, expiration date\nand exercise style that are also guaranteed for settlement by the OCC.

The Fund may utilize either European\nstyle options, which may be exercised only at expiration or American style options, which may be exercised at any time prior to expiration.

As\na result of its investment strategy, the Fund will be concentrated (i.e., invest more than 25% of its total assets) in the industry to\nwhich the Underlying Security is assigned. As of the date of this prospectus, the Underlying Security is expected to be assigned to\nthe software and services industry.

The Fund\nseeks to achieve its investment objective on a daily basis without regard to overall market movement or the increase or decrease in\nthe value of the Underlying Security. The Fund’s exposure is reset daily, typically at the close of trading. As a result, the\nFund’s performance for periods longer than one day will be the result of each day’s returns compounded over the period,\nwhich will very likely differ from 200% of the return of the Underlying Security for the same period. The Fund generally seeks to\nmaintain its leveraged long exposure regardless of market conditions and does not attempt to take defensive\npositions.

At the close\nof the markets each trading day, the Adviser rebalances the Fund’s portfolio so that its exposure to the Underlying Security is\nconsistent with the Fund’s investment objective. The Underlying Security’s price movements during the day will affect whether\nthe Fund’s portfolio needs to be rebalanced. For example, if the price of the Underlying Security rises on a given day, net assets\nof the Fund are expected to rise, resulting in the Fund increasing its exposure. Conversely, if the price of the Underlying Security\ndecreases on a given day, net assets of the Fund are expected to decrease, resulting in the Fund reducing its exposure. This daily rebalancing\ntypically results in high portfolio turnover.

On a day-to-day\nbasis, the Fund is expected to hold collateral for its derivative positions. For this purpose, the Fund may invest in money market funds,\ndeposit accounts with institutions with high quality (investment grade) credit ratings, and/or short-term debt instruments that have\nterms-to-maturity of less than 397 days and exhibit high quality (investment grade) credit profiles, including U.S. government securities\nand repurchase agreements. The Fund is expected to allocate up to 100% of its assets as collateral for swap agreements or as premiums\nfor purchased options contracts.

If the Underlying\nSecurity were to decrease in value by 50% or more in a single trading day the Fund and consequently the Fund’s investors would\nlose all of their money.

The terms “daily,” “day,” and “trading day,” refer to the period from the close of the markets on one trading day to the close of the markets on the next trading day.

The Fund is considered to be non-diversified. Additionally, the Fund’s investment objective is not a fundamental policy and may be changed by the Fund’s Board of Trustees without shareholder approval.

Anthropic, PBC is a Delaware public\nbenefit corporation that develops artificial intelligence (“AI”) systems and related products and services. Anthropic develops\nand commercializes the Claude family of large language models and AI assistants, which are designed to perform a broad range of tasks,\nincluding reasoning, writing, software development, data analysis and other enterprise and consumer applications. The company provides\naccess to its AI models and products through subscription-based offerings, application programming interfaces and cloud-based platforms,\nserving businesses, developers and individual users. Anthropic has filed a registration statement on Form S-1 under the Securities Act\nof 1933 relating to the proposed IPO of its Class A common stock. Information filed with the SEC by Anthropic may be located through\nthe SEC’s website at www.sec.gov by reference to Securities Act File No. 333-299633.

This document relates only to the securities offered hereby and does not relate to the shares of the Underlying Security or other securities related to the Underlying Security. The Fund has derived all disclosures contained in this document regarding the Underlying Security from the publicly available documents described above. Neither the Fund, the Trust, the Adviser nor any affiliate has participated in the preparation of such documents. Neither the Fund, the Trust, the Adviser nor any affiliate makes any representation that such publicly available documents or any other publicly available information regarding the Underlying Security is accurate or complete. Furthermore, the Fund cannot give any assurance that all events occurring prior to the date of the prospectus (including events that would affect the accuracy or completeness of the publicly available documents described above) that would affect the trading price of the Underlying Security have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of, or failure to disclose, material future events concerning the Underlying Security could affect the value of the Fund’s investments with respect to the Underlying Security and therefore the value of the Fund.

Because of daily rebalancing and the compounding of each day’s return over time, the return of the Fund for periods longer than a single day will be the result of each day’s returns compounded over the period, which will very likely differ from 200% of the return of the Underlying Security over the same period. The Fund will lose money if the Underlying Security’s performance is flat over time, and as a result of daily rebalancing, the Underlying Security’s volatility and the effects of compounding, it is even possible that the Fund will lose money over time while the Underlying Security’s performance increases over a period longer than a single day.

Principal Risks of Investing in the Fund

An investment in the Fund entails risk. The Fund may not achieve its leveraged investment objective and there is a risk that you could lose all of your money invested in the Fund. Additionally, the Fund presents risks that are not traditionally associated with other mutual funds and ETFs. Some or all of these risks may adversely affect the Fund’s net asset value per share (“NAV”), trading price, yield or total return. For more information about the risks of investing in the Fund, see the section in the Fund’s prospectus entitled “Additional Information about the Principal Risks of Investing in the Funds.” Each risk summarized below is considered a “principal risk” of investing in the Fund, regardless of the order in which it appears.

Effects of Compounding and Market Volatility Risk. The Fund has a daily leveraged investment objective and the Fund’s performance for periods greater than a trading day will be the result of each day’s returns compounded over the period, which is very likely to differ from 200% of the Underlying Security’s performance, before fees and expenses. Compounding has a significant impact on funds that are leveraged and that rebalance daily. The impact of compounding becomes more pronounced as volatility and holding periods increase and will impact each shareholder differently depending on the period of time an investment in the Fund is held and the volatility of the Underlying Security during the shareholder’s holding period of an investment in the Fund.

The table\nbelow provides examples of how the Underlying Security’s volatility and its return could affect the Fund’s performance. Fund\nperformance for periods greater than one single day can be estimated given any set of assumptions for the following factors: a) Underlying\nSecurity volatility; b) Underlying Security performance; c) period of time; d) financing rates associated with leveraged exposure; e)\nother Fund expenses; and f) dividends or interest paid with respect to the Underlying Security. The table shows estimated Fund returns\nfor a number of combinations of volatility and performance over a one-year period. Performance shown in the table assumes that: (i) no\ndividends were paid with respect to the Underlying Security; (ii) there were no Fund expenses; and (iii) borrowing/lending rates (to\nobtain leveraged exposure) of 0%. If Fund expenses and/or actual borrowing/lending rates were reflected, the estimated returns would\nbe different than those shown. Particularly during periods of higher volatility, compounding will cause results for periods longer than\na trading day to vary from 200% of the performance of the Underlying Security.

During periods of higher Underlying Security volatility, the volatility of the Underlying Security may affect the Fund’s return as much as, or more than, the return of the Underlying Security. The impact of compounding will impact each shareholder differently depending on the period of time an investment in the Fund is held and the volatility of the Underlying Security during a shareholder’s holding period of an investment in the Fund.

As shown in the table below, the Fund would be expected to lose 6.1% if the Underlying Security provided no return over a one-year period during which the Underlying Security experienced annualized volatility of 25%. At higher ranges of volatility, there is a chance of a significant loss of value in the Fund, even if the Underlying Security’s return is flat. For instance, if the Underlying Security’s annualized volatility is 100%, the Fund would be expected to lose 63.2% of its value, even if the cumulative return for the year was 0%. Areas shaded red (or dark gray) represent those scenarios where the Fund can be expected to return less than 200% of the performance of the Underlying Security and those shaded green (or light gray) represent those scenarios where the Fund can be expected to return more than 200% of the performance of the Underlying Security. The table below is not a representation of the Fund’s actual returns, which may be significantly better or worse than the returns shown below as a result of any of the factors discussed above or in “Daily Correlation Risk” below.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

One Year	200% One Year	Volatility Rate
Return	Return	10%	25%	50%	75%	100%
-60%	-120%	-84.2%	-85.0%	-87.5%	-90.9%	-94.1%
-50%	-100%	-75.2%	-76.5%	-80.5%	-85.8%	-90.8%
-40%	-80%	-64.4%	-66.2%	-72.0%	-79.5%	-86.8%
-30%	-60%	-51.5%	-54.0%	-61.8%	-72.1%	-82.0%
-20%	-40%	-36.6%	-39.9%	-50.2%	-63.5%	-76.5%
-10%	-20%	-19.8%	-23.9%	-36.9%	-53.8%	-70.2%
0%	0%	-1.0%	-6.1%	-22.1%	-43.0%	-63.2%
10%	20%	19.8%	13.7%	-5.8%	-31.1%	-55.5%
20%	40%	42.6%	35.3%	12.1%	-18.0%	-47.0%
30%	60%	67.3%	58.8%	31.6%	-3.7%	-37.8%
40%	80%	94.0%	84.1%	52.6%	11.7%	-27.9%
50%	100%	122.8%	111.4%	75.2%	28.2%	-17.2%
60%	120%	153.5%	140.5%	99.4%	45.9%	-5.8%

For information regarding the effects of volatility and performance on the long-term performance of the Fund, see “Additional Information About Investment Techniques and Policies.”

Leverage Risk. The Fund obtains investment exposure in excess of its net assets by utilizing leverage and may lose more money in market conditions that are adverse to its investment objective than a fund that does not utilize leverage. An investment in the Fund is exposed to the risk that a decline in the daily performance of the Underlying Security will be magnified. This means that an investment in the Fund will be reduced by an amount equal to 2% for every 1% daily decline in the Underlying Security, not including the costs of financing leverage and other operating expenses, which would further reduce its value. If the Underlying Security declines by 50% or more in a single trading day, the Fund could lose all or substantially all of its value. A total loss may occur in a single day even if the Underlying Security does not lose all of its value. Leverage will also have the effect of magnifying any differences in the Fund’s correlation with the Underlying Security and may increase the volatility of the Fund.

To the extent that the instruments utilized by the Fund are thinly traded or have a limited market, the Fund may be unable to meet its investment objective due to a lack of available investments or counterparties. During such periods, the Fund’s ability to issue additional Creation Units may be adversely affected. As a result, the Fund’s shares could trade at a premium or discount to their net asset value and/or the bid-ask spread of the Fund’s shares could widen. Under such circumstances, the Fund may increase its transaction fee, change its investment objective by, for example, seeking to track an alternative security, reduce its leverage or close.

Anthropic, PBC Investing Risk. Issuer-specific attributes may cause an investment held by the Fund to be more volatile than the market generally. In addition to the risks associated with the software and services industry, Anthropic is subject to risks associated with its business and operations, which may include, but are not\nlimited to: intense competition from established technology companies and other AI developers, which may adversely affect Anthropic’s\nability to develop and commercialize competitive AI models, attract and retain customers, and maintain pricing power; substantial capital\nrequirements and financial commitments associated with developing, training and operating advanced AI models, including reliance on third-party\ncloud computing providers, specialized hardware and infrastructure, which may result in significant costs, capacity constraints or financial\nlosses; the possibility that Anthropic’s AI models may produce inaccurate, harmful, unintended or autonomous outputs, be misused\nby third parties, or behave in ways that cannot be adequately predicted or controlled, potentially resulting in legal liability, regulatory\naction or reputational harm; evolving laws, regulations and governmental policies relating to AI development, privacy, intellectual property,\ncybersecurity and national security, which may restrict Anthropic’s operations, increase compliance costs or limit the availability\nof its products and services; and dependence on key personnel, strategic relationships and a concentrated governance structure that may\nlimit the influence of public shareholders and create conflicts between Anthropic’s public benefit objectives and its financial\ninterests. Any of these risks could have a significant negative impact on the company’s business.

Anthropic\nhas filed a registration statement relating to its proposed IPO. The timing and completion of the offering are subject to regulatory\nreview, market conditions and other factors, and the offering may be delayed or may not be completed. If the offering is completed, the\nUnderlying Security will have a limited public trading history upon which investors can evaluate its performance, and its market price\nmay be volatile. The trading price of the Underlying Security may fluctuate significantly due to company-specific developments, changes\nin investor expectations, general market conditions, lock-up expirations for pre-IPO shareholders, changes in trading volume, the entry\nor exit of large shareholders or other factors unrelated to Anthropic’s operating performance.

Derivatives\nRisk. Derivatives are financial instruments that derive value from the underlying reference asset or assets, such as stocks. Investing\nin derivatives may expose the Fund to greater risks, and may result in larger losses or smaller gains, than investing directly in the\nreference asset underlying those derivatives, which may prevent the Fund from achieving its investment objective. The Fund’s investments\nin derivatives may pose risks in addition to, and greater than, those associated with directly investing in securities or other ordinary\ninvestments, including risk related to the market, imperfect correlation with underlying investments, higher price volatility, lack of\navailability, counterparty risk, liquidity, valuation and legal restrictions. The use of derivatives is a highly specialized activity\nthat involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. The use\nof derivatives may result in larger losses or smaller gains than directly investing in securities. When the Fund uses derivatives, there\nmay be an imperfect correlation between the value of the Underlying Security and the derivative, which may prevent the Fund from achieving\nits investment objective. Because derivatives often require only a limited initial investment, the use of derivatives may expose the\nFund to losses in excess of those amounts initially invested. As a result, the value of an investment in the Fund may change quickly\nand without warning. Additionally, any financing, borrowing or other costs associated with using derivatives may also have the effect\nof lowering the Fund’s return. Such costs may increase as interest rates rise.

The Fund\nwill be subject to regulatory constraints relating to the level of value at risk that the Fund may incur through its derivatives portfolio.\nTo the extent the Fund exceeds these regulatory thresholds over an extended period, the Fund may determine that it is necessary to make\nadjustments to the Fund’s investment strategy and the Fund may not achieve its investment objective.

Swap\nAgreements. The Fund expects to use swap agreements to achieve its investment objective. Swap agreements are entered into primarily\nwith major global financial institutions for a specified period which may range from one day to more than one year. In a standard swap\ntransaction, two parties agree to exchange the return (or differentials in rates of return) earned or realized on particular predetermined\nreference or underlying securities or instruments. The gross return to be exchanged or swapped between the parties is calculated based\non a notional amount or the return on or change in value of a particular dollar amount invested in a reference asset. Swap agreements\nare generally traded over-the-counter, and therefore, may not receive regulatory protection, which may expose investors to significant\nlosses.

Options\nContracts. The use of options contracts involves investment strategies and risks different from those associated with ordinary portfolio\nsecurities transactions. The prices of options are volatile and are influenced by, among other things, actual and anticipated changes\nin the value of the underlying instrument, including the anticipated volatility, which are affected by fiscal and monetary policies,\nnational and international political and economic events, changes in the actual or implied volatility of the reference asset, and the\ntime remaining until expiration of the option contract. The value of the options contracts in which the Fund invests are substantially\ninfluenced by the value of the Underlying Security. The Fund may experience substantial downside from specific option positions and certain\noption positions held by the Fund may expire worthless. Depending on their terms and exercise style, options held by a Fund may be exercisable\nat expiration or at any time prior to expiration. As an option approaches its expiration date, its value typically increasingly moves\nwith the value of the underlying instrument. However, prior to such date, the value of an option generally does not increase or decrease\nat the same rate as the underlying instrument. There may at times be an imperfect correlation between the movement in the values of options\ncontracts and the underlying instrument, and there may at times not be a liquid secondary market for certain options contracts. The value\nof the options held by the Fund will be determined based on market quotations or other recognized pricing methods. The use of options\nto generate leverage introduces additional risks, including significant potential losses if the market moves unfavorably. The leverage\ninherent in options can amplify both gains and losses, leading to increased volatility and potential for substantial losses, particularly\nin periods of market uncertainty or low liquidity. Additionally, the Fund may incur losses if the value of the Underlying Security moves\nagainst its positions, potentially resulting in a complete loss of the premium paid.

FLEX\nOptions. FLEX Options are exchange-traded options contracts with uniquely customizable terms like exercise price, style, and expiration\ndate. Due to their customization and potentially unique terms, FLEX Options may be less liquid than other securities, such as standard\nexchange listed options. The FLEX Options are listed on an exchange; however, no one can guarantee that a liquid secondary trading market\nwill exist for the FLEX Options. In the event that trading in the FLEX Options is limited or absent, the value of the Fund’s FLEX\nOptions may decrease. In a less liquid market for the FLEX Options, liquidating the FLEX Options may require the payment of a premium\n(for written FLEX Options) or acceptance of a discounted price (for purchased FLEX Options) and may take longer to complete. A less liquid\ntrading market may adversely impact the value of the FLEX Options and Fund shares and result in the Fund being unable to achieve its\ninvestment objective. Less liquidity in the trading of the Fund’s FLEX Options could have an impact on the prices paid or received\nby the Fund for the FLEX Options in connection with creations and redemptions of the Fund’s shares. Depending on the nature of\nthis impact to pricing, the Fund may be forced to pay more for redemptions (or receive less for creations) than the price at which it\ncurrently values the FLEX Options. Such overpayment or under collection could reduce the Fund’s ability to achieve its investment\nobjective. Additionally, in a less liquid market for the FLEX Options, the liquidation of a large number of options may more significantly\nimpact the price.

These risks\nare expected to be heightened during the period immediately following the Underlying Security’s IPO.

Government\nRegulation of Derivatives Risk. It is possible that government regulation of various types of derivative instruments, including\nswap agreements, may limit or prevent the Fund from using such instruments as a part of its investment strategy, and could ultimately\nprevent the Fund from being able to achieve its investment objective. It is impossible to predict fully the effects of legislation and\nregulation in this area, but the effects could be substantial and adverse.

Artificial Intelligence Risk. Companies that rely on, develop, or integrate artificial intelligence technologies face risks related to the complexity, cost, and uncertainty\nof AI development and deployment. AI systems may produce inaccurate, biased, unreliable, or unintended results, and may fail to perform\nas expected in real-world applications. The use of AI may expose companies to heightened regulatory scrutiny, evolving legal and compliance\nrequirements, and increased liability related to data privacy, cybersecurity, intellectual property, and ethical considerations. Significant\ninvestments in AI infrastructure, talent, and research may not generate anticipated returns, and rapid technological change may render\nexisting AI solutions obsolete or less competitive. In addition, increased competition from companies that deploy AI more effectively\nor at lower cost could adversely affect market position, operating results, or financial condition.

Counterparty/Collateral Risk. If a counterparty is unwilling or unable to make timely payments, meet its contractual obligations or return holdings that are subject to the agreement with the counterparty, the Fund may lose money or may be unable to meet its daily leveraged investment objective.

In addition, because the Fund may enter into swap agreements with a limited number of counterparties, this increases the Fund’s exposure to counterparty credit risk. Further, there is a risk that no suitable counterparties will be willing to enter into, or continue to enter into, transactions with the Fund and, as a result, the Fund may not be able to achieve its leveraged investment objective or rebalance properly, which may result in significant losses to the Fund, or the Fund may decide to change its leveraged investment objective. The risk that no suitable counterparties will enter into or continue to provide swap exposure to the Fund may be increased when there is significant market volatility.

Collateral\npledged by a counterparty may be insufficient to fully mitigate credit exposure in the event of a default. This risk may arise from declines\nin collateral value, limited marketability, legal or perfection issues, or challenges in enforcing security interests. These risks are\nexpected to be heightened during the period immediately following the Underlying Security’s IPO.

Rebalancing Risk. If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund’s investment exposure may not be consistent with the Fund’s investment objective. In these instances, the Fund may have investment exposure to the Underlying Security that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective.

Intraday Investment Risk. The intraday performance of Fund shares traded in the secondary market will be different from the performance of the Fund when measured from the close of the market on a given trading day until the close of the market on the subsequent trading day. The exact exposure of an investment in the Fund intraday in the secondary market is a function of the difference between the value of the Underlying Security at the market close on the first trading day and the value of the Underlying Security at the time of purchase. If the Underlying Security gains value, the Fund’s net assets will rise by the same amount as the Fund’s exposure. Conversely, if the Underlying Security declines, the Fund’s net assets will decline by the same amount as the Fund’s exposure. Therefore, an investor that purchases shares intraday may experience performance that is greater than, or less than, the Fund’s stated investment objective.

If there is a significant intraday market event and/or the Underlying Security experiences a significant change in value, the Fund may not meet its investment objective, may not be able to rebalance its portfolio appropriately, or may experience significant premiums or discounts, or widened bid-ask spreads. Additionally, the Fund may close prior to the close of trading on the Exchange (defined below) and experience significant losses.

Daily Correlation Risk. There is no guarantee that the Fund will achieve a high degree of correlation to the Underlying Security and therefore achieve its daily leveraged investment objective. The Fund’s exposure to the Underlying Security is impacted by the Underlying Security’s movement. Because of this, it is unlikely that the Fund will be perfectly exposed to the Underlying Security at the end of each day. The possibility of the Fund being materially over- or under-exposed to the Underlying Security increases on days when the Underlying Security is volatile near the close of the trading day. Market disruptions, regulatory restrictions and high volatility will also adversely affect the Fund’s ability to adjust exposure to the required levels.

The Fund\nmay have difficulty achieving its daily leveraged investment objective for many reasons, including fees, expenses, transaction costs,\nfinancing costs related to the use of derivatives, accounting standards and their application to income items, disruptions, illiquid\nor high volatility in the markets for the securities or financial instruments in which the Fund invests, early and unanticipated closings\nof the markets on which the holdings of the Fund trade, resulting in the inability of the Fund to execute intended portfolio transactions,\nregulatory and tax considerations, which may cause the Fund to hold (or not to hold) the Underlying Security. The Fund may take or refrain\nfrom taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may\nnegatively affect the Fund’s desired correlation with the Underlying Security. The Fund may be subject to large movements of assets\ninto and out of the Fund, potentially resulting in the Fund being over- or under-exposed to the Underlying Security. Any of these factors\ncould decrease the correlation between the performance of the Fund and the Underlying Security and may hinder the Fund’s ability\nto meet its daily leveraged investment objective on or around that day.

Concentration\n Risk. The Fund will be concentrated in the industry to which the Underlying Security is assigned (i.e., hold more than 25%\n of its total assets in investments that provide long exposure to the industry to which the Underlying Security is assigned). A\n portfolio concentrated in a particular industry may present more risks than a portfolio that is broadly diversified over several\n industries or sectors. As of the date of this prospectus, the Underlying Security is expected to be assigned to the software and\n services industry.

Software and Services Industry Risk. Companies in the software and services industry are subject to intense competition, rapid technological change, evolving industry standards and changing customer preferences. The success of these companies depends on their ability to develop, introduce and support new products and services, attract and retain skilled personnel and protect their intellectual property. Software and services companies may also be adversely affected by pricing pressures, cybersecurity incidents, changing technology spending patterns and the risk of product obsolescence.

Cybersecurity Risk. Failures or breaches of the electronic systems of the Fund and/or the Fund’s service providers, including the Adviser, market makers, Authorized Participants or the issuers of securities in which the Fund invests, have the ability to cause disruptions, negatively impact the Fund’s business operations and/or potentially result in financial losses to the Fund and its shareholders. While the Fund has established business continuity plans and risk management systems seeking to address system breaches or failures, there are inherent limitations in such plans and systems. Furthermore, the Fund cannot control the cybersecurity plans and systems of the Fund’s Adviser, other service providers, market makers, Authorized Participants or issuers of securities in which the Fund invests.

Market Risk. The Fund’s investments are subject to changes in general economic conditions, general market fluctuations and the risks inherent in investment in securities markets. Investment markets can be volatile and prices of investments can change substantially due to various factors including, but not limited to, economic growth or recession, changes in interest rates, changes in the actual or perceived creditworthiness of issuers, general market liquidity, exchange trading suspensions and closures, and public health risks. The Fund is subject to the risk that geopolitical events will disrupt markets and adversely affect global economies, markets, and exchanges. Local, regional or global events such as war, acts of terrorism, natural disasters, the spread of infectious illness or other public health issues, conflicts and social unrest or other events could have a significant impact on the Fund, its investments, and the Fund’s ability to achieve its investment objective. Global trade policies, including tariffs, could also materially adversely affect the performance of the Fund’s holdings.

Equity Securities Risk. Publicly issued equity securities, including common stocks, are subject to market risks that may cause their prices to fluctuate over time. Fluctuations in the value of equity securities in which the Fund invests, and/or has exposure to, will cause the net asset value of the Fund to fluctuate.

Indirect Investment Risk. The issuer of the Underlying Security is not affiliated with the Trust, the Adviser or any affiliate thereof and is not involved with this offering in any way and has no obligation to consider the Fund in taking any corporate actions that might affect the value of the Fund. The Trust, the Fund and any affiliate are not responsible for the performance of the Underlying Security and make no representation as to the performance of the Underlying Security. Investing in the Fund is not equivalent to investing in the Underlying Security. Fund shareholders will not have voting rights or rights to receive dividends or other distributions or any other rights with respect to the Underlying Security.

Fixed Income Securities Risk. When the Fund invests in fixed income securities, the value of your investment in the Fund will fluctuate with changes in interest rates. Typically, a rise in interest rates causes a decline in the value of fixed income securities owned by the Fund. In general, the market price of fixed income securities with longer maturities will increase or decrease more in response to changes in interest rates than shorter-term securities. Other risk factors include credit risk (the debtor may default), extension risk (an issuer may exercise its right to repay principal on a fixed rate obligation held by the Fund later than expected), and prepayment risk (the debtor may pay its obligation early, reducing the amount of interest payments). These risks could affect the value of a particular investment by the Fund, possibly causing the Fund’s share price and total return to be reduced and fluctuate more than other types of investments.

Money Market Instrument Risk. The Fund may use a variety of money market instruments for cash management purposes, including money market funds, deposit accounts and repurchase agreements. Money market funds may be subject to credit risk with respect to the debt instruments in which they invest. Depository accounts may be subject to credit risk with respect to the financial institution in which the depository account is held. Repurchase agreements may be subject to market and credit risk related to the collateral securing the repurchase agreement. Money market instruments may lose money.

Repurchase Agreements Risk. The Fund may enter into repurchase agreements. In a repurchase agreement, a party sells a security, commonly a U.S. government security, and agrees to buy the security back at a specific price at a specified later time. A repurchase agreement exposes the Fund to the risk that the party that sells the security may default on its obligation to repurchase it. The Fund may lose money if it cannot sell the security at the agreed-upon time and price or the security loses value before it can be sold.

ETF Risks. The Fund is an ETF and, as a result of an ETF’s structure, is exposed to the following risks:

Authorized Participants (“APs”), Market Makers, and Liquidity Providers Concentration Risk. The Fund has a limited number of financial institutions that may act as APs. In addition, there may be a limited number of market makers and/or liquidity providers in the marketplace. To the extent either of the following events occur, shares of the Fund may trade at a material discount to NAV and possibly face delisting: (i) APs exit the business or otherwise become unable to process creation and/or redemption orders and no other APs step forward to perform these services, or (ii) market makers and/or liquidity providers exit the business or significantly reduce their business activities and no other entities step forward to perform their functions.

Costs of Buying or Selling Shares of the Fund. Due to the costs of buying or selling shares of the Fund, including brokerage commissions imposed by brokers and bid/ask spreads, frequent trading of shares of the Fund may significantly reduce investment results and an investment in shares of the Fund may not be advisable for investors who anticipate regularly making small investments.

Shares of the Fund May Trade at Prices Other Than NAV. As with all ETFs, shares of the Fund may be bought and sold in the secondary market at market prices. The price of shares of the Fund, like the price of all traded securities, will be subject to factors such as supply and demand, as well as the current value of the Fund’s portfolio holdings. Although it is expected that the market price of the shares of the Fund will approximate the Fund’s NAV, there may be times when the market price of the shares is more than the NAV intraday (premium) or less than the NAV intraday (discount). This risk is heightened in times of market volatility, periods of steep market declines, and periods when there is limited trading activity for shares in the secondary market, in which case such premiums or discounts may be significant.

Trading. Although shares of the Fund are listed for trading on a national securities exchange, such as Cboe BZX Exchange, Inc. (the “Exchange”) and may be traded on U.S. exchanges other than the Exchange, there can be no assurance that shares of the Fund will trade with any volume, or at all, on any stock exchange. In stressed market conditions, the liquidity of shares of the Fund may begin to mirror the liquidity of the Fund’s underlying portfolio holdings, which can be significantly less liquid than shares of the Fund, and this could lead to differences between the market price of the shares of the Fund and the underlying value of those shares.

Early Close/Trading Halt Risk. The risk that an exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. The ability to trade certain securities or financial instruments may be restricted, which may result in a fund being unable to buy or sell certain securities or financial instruments. In these circumstances, a fund may be unable to rebalance its portfolio, may be unable to accurately price its investments and/or may incur substantial trading losses.

Cash Transaction Risk. The Fund will generally effect creations and redemptions for cash rather than for in-kind securities. As a result, the Fund may not be tax efficient and will incur brokerage and financing costs related to buying and selling securities or obtaining derivative exposure to achieve its investment objective thus incurring additional expenses than if it had effected creations and redemptions in kind. To the extent that such costs are not offset by transaction fees paid by an AP, the Fund will bear such costs, which will decrease the Fund’s net asset value.

Tax Risk. In order to qualify for the special tax treatment accorded a regulated investment company (“RIC”) and its shareholders, the Fund must derive at least 90% of its gross income for each taxable year from “qualifying income,” meet certain asset diversification tests at the end of each taxable quarter and meet annual distribution requirements.

The Fund’s pursuit of its investment strategy will potentially be limited by the Fund’s intention to qualify for such treatment and could adversely affect the Fund’s ability to so qualify. The Fund may make certain investments, including gaining exposure to the Underlying Security through the use of swaps, the treatment of which for these purposes is unclear. If, in any year, the Fund were to fail to qualify for the special tax treatment accorded a RIC and its shareholders and were ineligible to or were not able to cure such failure, the Fund would be taxed in the same manner as an ordinary corporation subject to U.S. federal income tax on all its income at the fund level. The resulting taxes could substantially reduce the Fund’s net assets and the amount of income available for distribution. In addition, in order to requalify for taxation as a RIC, the Fund could be required to recognize unrealized gains, pay substantial taxes and interest, and make certain distributions.

IPO Risk. The Fund expects to commence operations on or about the same date as the Underlying Security commences trading in connection with its\nIPO. As a result, the Fund will seek exposure to the Underlying Security, consistent with its investment objective, during a period in\nwhich the Underlying Security has a limited trading history, limited publicly available information, uncertain market valuation and potentially\nsignificant price volatility. Trading in the Underlying Security may be subject to substantial fluctuations in price, wide bid-ask spreads,\ntrading halts, limited liquidity, price discovery challenges and other market disruptions that are more common following an IPO. The Fund\nmay have difficulty obtaining exposure to the Underlying Security on terms that are consistent with its investment objective, particularly\nduring the initial days or weeks following the IPO, which may cause the Fund not to meet its investment objective during this time. In\naddition, options, swaps or other derivatives referencing the Underlying Security may not be immediately available, may have limited liquidity,\nmay be more expensive than anticipated or may not provide the desired exposure. The Fund’s performance, ability to achieve its investment\nobjective and ability to rebalance its portfolio may be adversely affected by these conditions. These risks are likely to be heightened\non the first day of trading and during the period immediately following the IPO.

New Fund Risk. As of the date of this prospectus, the Fund has no operating history and currently has fewer assets than larger funds. Like other new funds, large inflows and outflows may impact the Fund’s market exposure for limited periods of time. This impact may be positive or negative, depending on the direction of market movement during the period affected.

Non-Diversification Risk. The Fund is considered to be non-diversified. This means it has the ability to invest a relatively high percentage of its assets in the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund’s volatility and increase the risk that the Fund’s performance will decline based on the performance of a single issuer or the credit of a single counterparty and make the Fund more susceptible to risks associated with a single economic, political or regulatory occurrence than a diversified fund.

Operational Risk. The Fund is exposed to operational risks arising from a number of factors, including, but not limited to, human error, processing and communication errors, errors of the Fund’s service providers, counterparties or other third parties, failed or inadequate processes and technology or systems failures. The Fund and the Adviser seek to reduce these operational risks through controls and procedures. However, these measures do not address every possible risk and may be inadequate to address significant operational risks.

Liquidity Risk. Holdings of the Fund may be difficult to buy or sell or may be illiquid, particularly during times of market turmoil. Illiquid securities may be difficult to value, especially in changing or volatile markets. If the Fund is forced to buy or sell an illiquid security or derivative instrument at an unfavorable time or price, the Fund may be adversely impacted. Certain market conditions or restrictions may prevent the Fund from limiting losses, realizing gains or achieving a high correlation with the Underlying Security. There is no assurance that a security or derivative instrument that is deemed liquid when purchased will continue to be liquid. Market illiquidity may cause losses for the Fund. To the extent that the Underlying Security’s value increases or decreases significantly, the Fund may be one of many market participants that are attempting to transact in the Underlying Security. Under such circumstances, the market for the Underlying Security may lack sufficient liquidity for all market participants’ trades. Therefore, the Fund may have more difficulty transacting in the securities or financial instruments and the Fund’s transactions could exacerbate the price changes of the Underlying Security and may impact the ability of the Fund to achieve its investment objective.

In certain cases, the market for the Underlying Security and/or Fund may lack sufficient liquidity for all market participants’ trades. Therefore, the Fund may have difficulty transacting in it and/or in correlated investments, such as swap contracts. Further, the Fund’s transactions could exacerbate illiquidity and volatility in the price of the Underlying Security and correlated derivative instruments.

Portfolio Turnover Risk. Daily rebalancing of the Fund’s holdings pursuant to its daily investment objective causes a much greater number of portfolio transactions when compared to most ETFs. Additionally, active secondary market trading of the Shares could cause more frequent creation and redemption activities, which would increase the number of portfolio transactions. High levels of portfolio transactions may cause higher transaction costs because of increased broker commissions resulting from such transactions and increased taxable capital gains. The Fund calculates portfolio turnover without including the short-term cash instruments or derivative transactions that comprise most of the Fund’s trading. As such, if the Fund’s extensive use of derivative instruments were reflected, the calculated portfolio turnover rate would be significantly higher.

Fund Performance

Performance information for the Fund is not included because the Fund did not commence operations prior to the date of this Prospectus. In the future, performance for the Fund will be presented in this section. Updated performance information will be available on the Fund’s website at www.ThemesETFs.com or by calling the Fund toll-free at 1-866-5Themes (1-866-584-3637).

Management

Investment Adviser

Themes Management Company, LLC (the “Adviser”) serves as investment adviser to the Fund.

Portfolio Managers

Calvin Tsang, CFA, Head of Product Management and Development of the Adviser, Dingxun (Kevin) Shao, Vice President, Product Management and Development of the Adviser and Paul Bartkowiak, Vice President, Portfolio Management of the Adviser, are jointly and primarily responsible for the day-to-day management of the Fund and each has served as portfolio manager since the Fund’s inception.

Buying and Selling Fund Shares

The Fund is an ETF. This means that individual Shares of the Fund may only be purchased and sold in the secondary market through brokers at market prices, rather than NAV. Because Shares trade at market prices rather than NAV, Shares may trade at a price greater than NAV (premium) or less than NAV (discount).

The Fund generally issues and redeems shares at NAV only in large blocks of shares known as “Creation Units,” which only institutions or large investors may purchase or redeem. The Fund generally issues and redeems Creation Units in exchange for cash, although the Fund may also effect creations and redemptions in-kind or through a combination of cash and securities.

Investors may incur costs attributable to the difference between the highest price a buyer is willing to pay to purchase Shares (bid) and the lowest price a seller is willing to accept for Shares (ask) when buying or selling Shares in the secondary market (the “bid-ask spread”). Recent information about the Fund, including its net asset value, market price, premiums and discounts, and bid-ask spreads is available on the Fund’s website at www.ThemesETFs.com.

Tax Information

Fund distributions are generally taxable as ordinary income, qualified dividend income, or capital gains (or a combination), unless your investment is in an IRA or other tax-advantaged retirement account. Distributions may be taxable upon withdrawal from tax-deferred accounts.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the Fund through a broker or other financial intermediary (such as a bank), the Adviser and its related companies may pay the intermediary for activities related to the marketing and promotion of the Fund. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

Leverage Shares 2X Short Anthropic Daily ETF

IMPORTANT INFORMATION REGARDING THE FUND

The Leverage\nShares 2X Short Anthropic Daily ETF (the “Fund”) seeks daily inverse leveraged investment results and is very different from\nmost other exchange-traded funds. As a result, the Fund may be riskier than alternatives that do not use leverage because the Fund’s\nobjective is to magnify (-200%) the daily performance of the publicly traded Class A common stock of Anthropic, PBC (Nasdaq: ANT) (“Anthropic”\nor “Underlying Security”). If the Fund is successful in meeting its investment objective, it should gain approximately two\ntimes as much as the Underlying Security loses when the value of the Underlying Security falls on a given day. Conversely, the Fund should\nlose approximately two times as much as the Underlying Security gains when the value of the Underlying Security rises on a given day.\nThe return for investors that invest for periods longer or shorter than a trading day should not be expected to be -200% of the performance\nof the Underlying Security for the period. The return of the Fund for a period longer than a trading day will be the result of each trading\nday’s compounded return over the period, which will very likely differ from -200% of the return of the Underlying Security for\nthat period. Longer holding periods, higher volatility of the Underlying Security and leverage increase the impact of compounding on\nan investor’s returns. During periods of higher Underlying Security volatility, the volatility of the Underlying Security may affect\nthe Fund’s return as much as, or more than, the return of the Underlying Security.

The Fund\nexpects to commence operations on or about the same date as the Underlying Security commences trading in connection with its initial\npublic offering (“IPO”). If the Fund commences operations on the same date as the Underlying Security’s IPO, the Fund\nwill seek to achieve its investment objective based on the Underlying Security’s IPO price. The Fund may temporarily hold cash\nor cash equivalents while seeking to obtain the desired exposure. During the period immediately following the IPO, options, swaps and\nother derivatives referencing the Underlying Security may not be available, may have limited liquidity or may be available only on terms\nthat are less favorable than anticipated. As a result, the Fund may not be able to obtain or maintain its target exposure to the Underlying\nSecurity, may experience increased tracking error and may not achieve its investment objective during this period. The Fund may not be\nable to obtain exposure to the Underlying Security at its IPO price, and the Fund’s performance on the first day of trading may\ndiffer significantly from -200% of the daily percentage change in the price of the Underlying Security.

The Fund\nis not suitable for all investors. The Fund is designed to be utilized only by knowledgeable investors who understand the potential consequences\nof seeking daily inverse leveraged (-2X) investment results, understand the risks associated with the use of inverse leverage and are\nwilling to monitor their portfolios frequently. The Fund is not intended to be used by, and is not appropriate for, investors who do\nnot intend to actively monitor and manage their portfolios. For periods longer than a single day, the Fund will lose money if the performance\nof the Underlying Security is flat, and it is possible that the Fund will lose money even if the performance of the Underlying Security\ndecreases over a period longer than a single day. An investor could lose the full principal value of his/her investment within a single\nday if the price of the Underlying Security increases by 50% or more in one trading day. Investing in the Fund is not equivalent to investing\ndirectly in the Underlying Security.

Investment Objective

The Fund is an exchange traded fund (“ETF”) that seeks daily inverse leveraged investment results, before fees and expenses, of\nminus two times (-200%) of the daily percentage change in the price of the Class A common stock of Anthropic. The Fund does not seek to achieve its stated investment objective for a period of time different than a trading day.

Fees and Expenses of the Fund

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees¹	0.75%
Distribution and/or Service (12b-1) Fees	None
Other Expenses²	0.00%
Total Annual Fund Operating Expenses³	0.75%

\n \n \n \n \n \n \n \n \n \n

¹	The Fund’s investment advisory agreement provides that the Fund’s investment adviser will pay substantially all expenses of the Fund, except for the fee paid to the Adviser (as defined below) pursuant to the investment advisory agreement, interest charges on any borrowings, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, extraordinary expenses, and distribution (12b-1) fees and expenses.
²	Estimated for the current fiscal year.
³	The cost of investing in swaps, including financing and other transaction costs embedded in the swaps, is an indirect cost that is not\nincluded in the fee table and is not reflected in the Example.

Example

\n \n \n \n \n \n \n

1 Year	3 Years
$77	$242

Portfolio Turnover

Principal Investment Strategies of the Fund

The Fund is an actively managed ETF. The Fund invests at least 80% of its net assets (plus borrowings for investment purposes) in financial instruments with economic characteristics that, in combination, provide -200% inverse leveraged exposure to the price of the Underlying Security, on a daily basis, consistent with the Fund’s investment objective.

The Fund\nseeks to achieve its investment objective through the use of derivative instruments, including swap agreements and options contracts,\nthat provide inverse exposure to the Underlying Security. The Fund will enter into one or more swap agreements with major financial institutions\npursuant to which the Fund and the counterparty will agree to exchange the return (or differentials in rates of return) of the Underlying\nSecurity for a payment based on the Fund’s net assets, such that the Fund seeks to achieve, on a daily basis, leveraged inverse\n(-200%) exposure to the performance of the Underlying Security. Themes Management Company, LLC (the “Adviser”) attempts to\nconsistently apply leveraged inverse exposure to obtain short exposure to the Underlying Security equal to -200% of the Fund’s\nnet assets and expects to rebalance the Fund’s holdings daily to maintain such exposure.

Depending on market conditions, market liquidity and operational constraints, the Fund may obtain short exposure to the Underlying Security\nby purchasing deep in-the-money put option contracts or by entering into option combinations designed to replicate short exposure. In\nparticular, the Fund may establish a position consisting of the purchase of a put option and the sale of a call option on the Underlying\nSecurity with the same or substantially similar strike price and expiration date (a strategy generally referred to as a “synthetic\nshort forward”). All option contracts bought and sold\nwill be based on the Underlying Security. The Fund will pay a premium to purchase put options and receive a premium from selling call\noptions. These option positions are designed to provide economic exposure similar to a leveraged short position in the Underlying Security,\nwith gains or losses determined primarily by changes in the price of the Underlying Security relative to the strike price of the options.\nThe maturities of such option positions are typically short-term and may range from one day to one month.

As part of the Fund’s strategy, the Fund\nmay buy and sell a combination of standardized exchange-traded and FLexible EXchange^® (“FLEX”) call and put\noptions contracts that are based on the value of the price returns of the Underlying Security. The Fund will only buy and sell options\ncontracts that are listed for trading on regulated U.S. exchanges. Traditional exchange-traded options contracts have standardized terms,\nsuch as the type (call or put), the reference asset, the strike price and expiration date. Exchange-listed options contracts are guaranteed\nfor settlement by the Options Clearing Corporation (“OCC”). FLEX Options are a type of exchange-listed options contract with\nuniquely customizable terms that allow investors to customize key terms like type, strike price and expiration date that are standardized\nin a typical options contract. FLEX Options are also guaranteed for settlement by the OCC. In general, an option is a contract that gives\nthe purchaser (holder) of the option, in return for a premium, the right to buy from (call) or sell to (put) the seller (writer) of the\noption the security or currency underlying (in this case, the Underlying Security) the option at a specified exercise price.

The Fund may\nutilize either European style options, which may be exercised only at expiration or American style options, which may be exercised at\nany time prior to expiration.

As\na result of its investment strategy, the Fund will be concentrated in the industry to which the Underlying Security is assigned\n(i.e., invest more than 25% of its total assets in investments that provide inverse leveraged exposure to the industry to which\nthe Underlying Security is assigned). As of the date of this prospectus, the Underlying Security is expected to be assigned to the\nsoftware and services industry.

The Fund\nseeks to achieve its investment objective on a daily basis without regard to overall market movement or the increase or decrease in the\nvalue of the Underlying Security. The Fund’s exposure is reset daily, typically at the close of trading. As a result, the Fund’s\nperformance for periods longer than one day will be the result of each day’s returns compounded over the period, which will very\nlikely differ from -200% of the return of the Underlying Security for the same period. The Fund generally seeks to maintain its leveraged\nshort exposure regardless of market conditions and does not attempt to take defensive positions.

At the close\nof the markets each trading day, the Adviser rebalances the Fund’s portfolio so that its exposure to the Underlying Security is\nconsistent with the Fund’s investment objective. The Underlying Security’s price movements during the day will affect whether\nthe Fund’s portfolio needs to be rebalanced. For example, if the price of the Underlying Security has fallen on a given day, net\nassets of the Fund are expected to rise, resulting in the Fund increasing its exposure. Conversely, if the price of the Underlying Security\nincreases on a given day, the Fund’s net assets are expected to decrease, resulting in the Fund reducing its exposure. This daily\nrebalancing typically results in high portfolio turnover.

If the Underlying\nSecurity were to increase in value by 50% or more in a single trading day the Fund and consequently the Fund’s investors would\nlose all of their money.

The terms “daily,” “day,” and “trading day,” refer to the period from the close of the markets on one trading day to the close of the markets on the next trading day.

Anthropic,\nPBC is a Delaware public benefit corporation that develops artificial intelligence (“AI”) systems and related products and\nservices. Anthropic develops and commercializes the Claude family of large language models and AI assistants, which are designed to perform\na broad range of tasks, including reasoning, writing, software development, data analysis and other enterprise and consumer applications.\nThe company provides access to its AI models and products through subscription-based offerings, application programming interfaces and\ncloud-based platforms, serving businesses, developers and individual users. Anthropic has filed a registration statement on Form S-1\nunder the Securities Act of 1933 relating to the proposed IPO of its Class A common stock. Information filed with the SEC by Anthropic\nmay be located through the SEC’s website at www.sec.gov by reference to Securities Act File No. 333-299633.

Because of daily rebalancing and the compounding of each day’s return over time, the return of the Fund for periods longer than a single day will be the result of each day’s returns compounded over the period, which will very likely differ from -200% of the return of the Underlying Security over the same period. The Fund will lose money if the Underlying Security’s performance is flat over time, and as a result of daily rebalancing, the Underlying Security’s volatility and the effects of compounding, it is even possible that the Fund will lose money over time while the Underlying Security’s performance decreases over a period longer than a single day.

Principal Risks of Investing in the Fund

An investment in the Fund entails risk. The Fund may not achieve its inverse leveraged investment objective and there is a risk that you could lose all of your money invested in the Fund. Additionally, the Fund presents risks that are not traditionally associated with other mutual funds and ETFs. Some or all of these risks may adversely affect the Fund’s net asset value per share (“NAV”), trading price, yield or total return. For more information about the risks of investing in the Fund, see the section in the Fund’s prospectus entitled “Additional Information about the Principal Risks of Investing in the Funds.” Each risk summarized below is considered a “principal risk” of investing in the Fund, regardless of the order in which it appears.

Effects of Compounding and Market Volatility Risk. The Fund has a daily inverse leveraged investment objective and the Fund’s performance for periods greater than a trading day will be the result of each day’s returns compounded over the period, which is very likely to differ from -200% of the Underlying Security’s performance, before fees and expenses. Compounding has a significant impact on funds that are leveraged and that rebalance daily. The impact of compounding becomes more pronounced as volatility and holding periods increase and will impact each shareholder differently depending on the period of time an investment in the Fund is held and the volatility of the Underlying Security during the shareholder’s holding period of an investment in the Fund.

The table\nbelow provides examples of how the Underlying Security’s volatility and its return could affect the Fund’s performance. Fund\nperformance for periods greater than one single day can be estimated given any set of assumptions for the following factors: a) Underlying\nSecurity volatility; b) Underlying Security performance; c) period of time; d) financing rates associated with leveraged exposure; e)\nother Fund expenses; and f) dividends or interest paid with respect to the Underlying Security. The table shows estimated Fund returns for a number of combinations\nof volatility and performance over a one-year period. Performance shown in the table assumes that: (i) no dividends were paid with respect\nto the Underlying Security; (ii) there were no Fund expenses; and (iii) borrowing/lending rates (to obtain leveraged short exposure)\nof 0%. If Fund expenses and/or actual borrowing/lending rates were reflected, the estimated returns would be different than those shown.\nParticularly during periods of higher volatility, compounding will cause results for periods longer than a trading day to vary from -200%\nof the performance of the Underlying Security.

As shown in the table below, the Fund would be expected to lose 17.10% if the Underlying Security provided no return over a one-year period during which the Underlying Security experienced annualized volatility of 25%. At higher ranges of volatility, there is a chance of a significant loss of value in the Fund, even if the Underlying Security’s return is flat. For instance, if the Underlying Security’s annualized volatility is 100%, the Fund would be expected to lose 95% of its value, even if the cumulative return for the year was 0%. Areas shaded red (or dark gray) represent those scenarios where the Fund can be expected to return less than -200% of the performance of the Underlying Security and those shaded green (or light gray) represent those scenarios where the Fund can be expected to return more than -200% of the performance of the Underlying Security. The table below is not a representation of the Fund’s actual returns, which may be significantly better or worse than the returns shown below as a result of any of the factors discussed above or in “Daily Short Correlation Risk” below.

One Year	-200% One Year	Volatility Rate
Return	Return	10%	25%	50%	75%	100%
-60%	120%	506.5%	418.1%	195.2%	15.6%	-68.9%
-50%	100%	288.2%	231.6%	88.9%	-26.0%	-80.1%
-40%	80%	169.6%	130.3%	31.2%	-48.6%	-86.2%
-30%	60%	98.1%	69.2%	-3.6%	-62.2%	-89.8%
-20%	40%	51.6%	29.5%	-26.2%	-71.1%	-92.2%
-10%	20%	19.8%	2.3%	-41.7%	-77.2%	-93.9%
0%	0%	-3.0%	-17.1%	-52.8%	-81.5%	-95.0%
10%	-20%	-19.8%	-31.5%	-61.0%	-84.7%	-95.9%
20%	-40%	-32.6%	-42.4%	-67.2%	-87.2%	-96.5%
30%	-60%	-42.6%	-50.9%	-72.0%	-89.1%	-97.1%
40%	-80%	-50.5%	-57.7%	-75.9%	-90.6%	-97.5%
50%	-100%	-56.9%	-63.2%	-79.0%	-91.8%	-97.8%
60%	-120%	-62.1%	-67.6%	-81.5%	-92.8%	-98.1%

For information regarding the effects of volatility and performance on the long-term performance of the Fund, see “Additional Information About Investment Techniques and Policies.”

Inverse Leverage Risk. The Fund obtains investment exposure in excess of its net assets by utilizing inverse leverage and may lose more money in market conditions\nthat are adverse to its investment objective than a fund that does not utilize inverse leverage. An investment in the Fund is exposed\nto the risk that an increase in the daily performance of the Underlying Security will be magnified due to the Fund’s leveraged inverse\nexposure. This means that an investment in the Fund will be reduced by an amount equal to 2% for every 1% daily increase in the Underlying\nSecurity, not including the costs of financing leverage and other operating expenses, which would further reduce its value. If the Underlying\nSecurity increases by 50% or more in a single trading day, the Fund would lose all or substantially all of its value. This would result\nin a total loss of a shareholder’s investment in one day even if the Underlying Security subsequently moves in the opposite direction\nand eliminates all or a portion of its earlier daily change. Inverse leverage will also have the effect of magnifying any differences\nin the Fund’s correlation with the Underlying Security and may increase the volatility of the Fund.

Anthropic, PBC Investing Risk. Issuer-specific attributes may cause an investment held by the Fund to be more volatile than the market generally. Anthropic\nis subject to risks associated with its business and operations, in addition to the risks associated with the software and services industry.\nAnthropic may experience significant increases in its stock price as a result of advancements in its AI models and technologies, successful\ncommercialization of its products and services, increased customer adoption, expansion of strategic relationships with major technology\ncompanies and cloud computing providers, or improvements in its financial performance and competitive position. Anthropic’s stock\nprice may also increase significantly due to favorable developments in the AI industry, increased investor demand for AI-related securities,\npositive market sentiment regarding its growth prospects, or speculative trading activity, particularly following its initial public offering.\nIn addition, Anthropic’s relatively limited history as a publicly traded company and the potential for substantial fluctuations\nin its valuation may contribute to heightened volatility in the Underlying Security. Because the Fund seeks daily inverse leveraged exposure\nto Anthropic, increases in the price of the Underlying Security will adversely affect the Fund’s performance and may result in substantial\nlosses, including the loss of all or substantially all of the Fund’s value in a single day.

Derivatives Risk. Derivatives are financial instruments that derive value from the underlying reference asset or assets, such as stocks. Investing in derivatives\nmay expose the Fund to greater risks, and may result in larger losses or smaller gains, than investing directly in the reference asset\nunderlying those derivatives, which may prevent the Fund from achieving its investment objective. The Fund’s investments in derivatives\nmay pose risks in addition to, and greater than, those associated with directly investing in securities or other ordinary investments,\nincluding risk related to the market, imperfect correlation with underlying investments, higher price volatility, lack of availability,\ncounterparty risk, liquidity, valuation and legal restrictions. The use of derivatives is a highly specialized activity that involves\ninvestment techniques and risks different from those associated with ordinary portfolio securities transactions. The use of derivatives\nmay result in larger losses or smaller gains than directly investing in securities. When the Fund uses derivatives, there may be an imperfect\ncorrelation between the value of the Underlying Security and the derivative, which may prevent the Fund from achieving its investment\nobjective. Because derivatives often require only a limited initial investment, the use of derivatives may expose the Fund to losses in\nexcess of those amounts initially invested. As a result, the value of an investment in the Fund may change quickly and without warning.\nAdditionally, any financing, borrowing or other costs associated with using derivatives may also have the effect of lowering the Fund’s\nreturn. Such costs may increase as interest rates rise.

These risks\nare expected to be heightened during the period immediately following the Underlying Security’s IPO.

Artificial Intelligence Risk. Companies that rely on, develop, or integrate artificial intelligence technologies face risks related to the complexity, cost, and uncertainty of AI development and deployment. AI systems may produce inaccurate, biased, unreliable, or unintended results, and may fail to perform as expected in real-world applications. The use of AI may expose companies to heightened regulatory scrutiny, evolving legal and compliance requirements, and increased liability related to data privacy, cybersecurity, intellectual property, and ethical considerations. Significant investments in AI infrastructure, talent, and research may not generate anticipated returns, and rapid technological change may render existing AI solutions obsolete or less competitive. In addition, increased competition from companies that deploy AI more effectively or at lower cost could adversely affect market position, operating results, or financial condition.

Counterparty/Collateral Risk. The Fund is subject to the risk that a counterparty to a derivatives transaction, including a swap agreement or option contract, may be unwilling or unable to make timely payments or otherwise meet its contractual obligations, or may fail to return holdings that are subject to the agreement, which could result in losses to the Fund and may impair the Fund’s ability to achieve its daily inverse leveraged investment objective. Because the Fund seeks daily inverse exposure, including through short exposure to the Underlying Security, the Fund may be particularly exposed to counterparty and liquidity risks. These risks may be heightened when the Underlying Security is newly issued or has a limited trading history, as there may be less liquidity, fewer available counterparties, and greater uncertainty regarding pricing and market dynamics.

The Fund may enter into swap agreements or option transactions with a limited number of counterparties, which may increase the Fund’s exposure to counterparty credit risk. In addition, counterparties may be less willing to enter into, or continue to enter into, transactions that provide short exposure to the Underlying Security, or may require more restrictive terms, higher costs, or additional collateral, particularly during periods of market volatility or when the Underlying Security is subject to increased demand for long exposure. If the Fund is unable to obtain desired short exposure from counterparties, or can do so only on unfavorable terms, the Fund may not be able to achieve its investment objective, may be unable to rebalance its portfolio as intended, or may experience increased costs, any of which could result in significant losses to the Fund.

Collateral pledged by a counterparty may be insufficient to fully mitigate the Fund’s exposure in the event of a default. This risk may arise from declines in the value of the collateral, limited liquidity or marketability of the collateral, legal or operational risks (including risks related to the enforceability or perfection of the Fund’s security interest), or delays in accessing or liquidating the collateral. To the extent the value of the collateral is insufficient or cannot be realized in a timely manner, the Fund may experience losses, which may be substantial.

Intraday Investment Risk. The intraday performance of Fund shares traded in the secondary market will be different from the performance of the Fund when measured\nfrom the close of the market on a given trading day until the close of the market on the subsequent trading day. The exact exposure of\nan investment in the Fund intraday in the secondary market is a function of the difference between the value of the Underlying Security\nat the market close on the first trading day and the value of the Underlying Security at the time of purchase. If the Underlying Security\ngains value, the Fund’s net assets will decline by the same amount as the Fund’s exposure. Conversely, if the Underlying Security\ndeclines, the Fund’s net assets will rise by the same amount as the Fund’s exposure. Therefore, an investor that purchases\nshares intraday may experience performance that is greater than, or less than, the Fund’s stated investment objective.

Daily Short Correlation Risk. There is no guarantee that the Fund will achieve a high degree of correlation to the Underlying Security and therefore achieve its daily inverse leveraged investment objective. The Fund’s exposure to the Underlying Security is impacted by the Underlying Security’s movement. Because of this, it is unlikely that the Fund will be perfectly exposed to the Underlying Security at the end of each day. The possibility of the Fund being materially over- or under-exposed to the Underlying Security increases on days when the Underlying Security is volatile near the close of the trading day. Market disruptions, regulatory restrictions and high volatility will also adversely affect the Fund’s ability to adjust exposure to the required levels.

The Fund may have difficulty achieving its daily\ninverse leveraged investment objective for many reasons, including fees, expenses, transaction costs, financing costs related to the\nuse of derivatives, accounting standards and their application to income items, disruptions, illiquid or high volatility in the markets\nfor the securities or financial instruments in which the Fund invests, early and unanticipated closings of the markets on which the holdings\nof the Fund trade, resulting in the inability of the Fund to execute intended portfolio transactions, regulatory and tax considerations,\nwhich may cause the Fund to hold (or not to hold) the Underlying Security. The Fund may take or refrain from taking positions in order\nto improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund’s\ndesired correlation with the Underlying Security. The Fund may be subject to large movements of assets into and out of the Fund, potentially\nresulting in the Fund being over- or under-exposed to the Underlying Security. Any of these factors could decrease the correlation between\nthe performance of the Fund and the Underlying Security and may hinder the Fund’s ability to meet its daily inverse leveraged investment\nobjective on or around that day.

Shorting Risk. A short position is a financial transaction in which an investor sells an asset that the investor does not own. In such a transaction, an investor’s short position appreciates when a reference asset falls in value. By contrast, the short position loses value when the reference asset’s value increases. Because historically most assets have risen in value over the long term, short positions are expected to depreciate in value. Accordingly, short positions may be riskier and more speculative than traditional investments. In addition, any income, dividends or payments by reference assets in which the Fund has a short position will impose expenses on the Fund that reduce returns.

The Fund\nwill obtain short exposure through the use of swap agreements and option contracts. To the extent that the Fund obtains short exposure\nfrom derivatives, the Fund may be exposed to heightened volatility or limited liquidity related to the reference asset of the underlying\nshort position, which will adversely impact the Fund’s ability to meet its investment objective or adversely impact its performance.\nIf the Fund were to experience this volatility or decreased liquidity, the Fund may be required to obtain short exposure through alternative\ninvestment strategies that may be less desirable or more costly to implement. If the reference asset underlying the short position is\nthinly traded or has a limited market, there may be a lack of available securities or counterparties for the Fund to enter into a short\nposition or obtain short exposure from a derivative.

Concentration\n Risk. The Fund will be concentrated in the industry to which the Underlying Security\n is assigned (i.e., hold more than 25% of its total assets in investments that provide\n short exposure to the industry to which the Underlying Security is assigned). A portfolio\n concentrated in a particular industry may present more risks than a portfolio that is broadly\n diversified over several industries or sectors. As of the date of this prospectus, the Underlying\n Security is expected to be assigned to the software and services industry.

ETF Risks. The Fund is an ETF and, as a result of an ETF’s structure, is exposed to the following risks:

Trading.\nAlthough shares of the Fund are listed for trading on a national securities exchange, such as Cboe BZX Exchange, Inc. (the “Exchange”)\nand may be traded on U.S. exchanges other than the Exchange, there can be no assurance that shares of the Fund will trade with any volume,\nor at all, on any stock exchange. In stressed market conditions, the liquidity of shares of the Fund may begin to mirror the liquidity\nof the Fund’s underlying portfolio holdings, which can be significantly less liquid than shares of the Fund, and this could lead\nto differences between the market price of the shares of the Fund and the underlying value of those shares.

Cash Transaction Risk. The Fund will generally effect creations and redemptions for cash rather than for in-kind securities. As a result, the Fund may not be\ntax efficient and will incur brokerage and financing costs related to buying and selling securities or obtaining derivative exposure to\nachieve its investment objective thus incurring additional expenses than if it had effected creations and redemptions in kind. To the\nextent that such costs are not offset by transaction fees paid by an AP, the Fund will bear such costs, which will decrease the Fund’s\nnet asset value.

For an inverse fund, these risks may be heightened immediately following an IPO, when sharp increases in the price of the Underlying Security may result in rapid and significant losses, potentially including a total loss of an investor’s investment in a single day.

Fund Performance

Management

Investment Adviser

Themes Management Company, LLC (the “Adviser”) serves as investment adviser to the Fund.

Portfolio Managers

Calvin Tsang,\nCFA, Head of Product Management and Development of the Adviser, Dingxun (Kevin) Shao, Vice President, Product Management and Development\nof the Adviser and Paul Bartkowiak, Vice President, Portfolio Management of the Adviser, are jointly and primarily responsible for the\nday-to-day management of the Fund and each has served as portfolio manager since the Fund’s inception.

Buying and Selling Fund Shares

Tax Information

Payments to Broker-Dealers and Other Financial Intermediaries

ADDITIONAL INFORMATION ABOUT THE FUNDS

Each Fund’s ticker symbol appears on the cover of this Prospectus, and references to specific Funds in the sections below may refer to such Funds by their ticker symbol.

Additional Information About Each Fund’s Investment Objective and 80% Investment Policy

Each Fund’s\ninvestment objective and its policy to invest, under normal circumstances, at least 80% of its net assets (plus any borrowings for investment\npurposes) as described below (the “80% Policy”) have been adopted as non-fundamental investment policies and may be changed\nby the Board of Trustees of Themes ETF Trust (the “Trust”) without a vote of shareholders upon written notice to shareholders.\nIf a Fund elects to change its investment objective or 80% Policy, shareholders will be given at least 60 days’ notice prior to\nany such change.

Additional Information About Each Fund’s Principal Investment Strategies

Leverage Shares 2X Long Anthropic Daily ETF

The Leverage Shares 2X Long Anthropic Daily ETF, under normal circumstances, invests in the Underlying Security and financial instruments with economic characteristics that, in combination, provide 200% daily exposure to Anthropic equal to at least 80% of its net assets (plus any borrowings for investment purposes).

Leverage Shares 2X Short Anthropic Daily ETF

The Leverage Shares 2X Short Anthropic Daily ETF, under normal circumstances, invests financial instruments with economic characteristics that, in combination, provide -200% daily exposure to Anthropic equal to at least 80% of its net assets (plus any borrowings for investment purposes).

Additional\nInformation About Investment Techniques and Policies

The Effects\nof Fees and Expenses on the Return of a Leveraged Fund for a Single Trading Day.

The Leverage\nShares 2X Long Anthropic Daily ETF (a “Fund” or “2X Long Fund”) seeks to provide a daily return that corresponds\nto 2X (200%) the daily return of the Underlying Security.

The Leverage\nShares 2X Short Anthropic Daily ETF (a “Fund” or “2X Short Fund”) seeks to provide a daily return that corresponds\nto -2X (-200%) the daily return of the Underlying Security.

To create\nall or a portion of the necessary exposure, each Fund will enter into one or more swap agreements with major financial institutions,\nwhich incur borrowing costs. In light of these charges and operating expenses paid by a Fund, the expected return of a Fund over one\ntrading day is equal to the gross expected return, which is the daily return of the Underlying Security multiplied by the Fund’s\ndaily leverage multiple (200% or -200%), minus (i) financing charges incurred by the Fund and (ii) daily operating expenses paid by the\nFund. For instance, if the Underlying Security returned 2% on a given day, the gross expected return of the 2X Long Fund would be 4%,\nand the gross expected return of the 2X Short Fund would be -4%, but the net expected return for each Fund, which factors in the cost\nof financing the portfolio and the impact of operating expenses paid by each Fund, would be lower. Each Fund will reposition its portfolio\nat the end of every trading day. Therefore, if an investor purchases a Fund’s shares at close of the markets on a given trading\nday, the investor’s exposure to the Underlying Security would reflect 200% (for the 2X Long Fund) or -200% (for the 2X Short Fund)\nof the performance of the Underlying Security during the following trading day, subject to the charges and expenses noted above.

A Cautionary\nNote to Investors Regarding Dramatic Underlying Security Movement. Each of the 2X Long Fund and the 2X Short Fund could lose all\nor substantially all of its value in the event of a movement of the Underlying Security of 50% or more in a direction adverse to the\nFund (meaning a decline of 50% or more of the value of the Underlying Security for the 2X Long Fund or an increase of 50% or more of\nthe value of the Underlying Security for the 2X Short Fund). The risk of total loss exists.

If the Underlying Security has a dramatic adverse move that causes a material decline in the Fund’s net assets, the terms of a Fund’s swap agreements may permit the counterparty to immediately close out all swap transactions with the Fund. In that event, a Fund may be unable to enter into another swap agreement or invest in other derivatives to achieve exposure consistent with a Fund’s investment objective. This may prevent a Fund from achieving its investment objective, even if the underlying security later reverses all or a portion of the move, and result in significant losses.

Examples\nof the Impact of Daily Leverage and Compounding. Because each Fund’s exposure to the underlying security is repositioned on\na daily basis, for a holding period longer than one day, the pursuit of a daily investment objective will result in daily leveraged compounding\nfor each Fund. This means that the return of the underlying security over a period of time greater than one day multiplied by a Fund’s\ndaily leveraged investment objective (e.g., 200% for the 2X Long Fund or -200% for the 2X Short Fund) generally will not equal the Fund’s\nperformance over that same period. As a consequence, investors should not plan to hold a Fund unmonitored for periods longer than a single\ntrading day. This deviation increases with higher volatility in the underlying security and longer holding periods. Further, the return\nfor investors that invest for periods less than a full trading day or for a period different than a trading day will not be the product\nof the return of a Fund’s stated daily leveraged investment objective and the performance of the underlying security for the full\ntrading day. The actual exposure will largely be a function of the performance of the underlying security from the end of the prior trading\nday.

Consider the following example of a hypothetical fund that seeks 200% of the daily performance of a hypothetical underlying security:

Investor\n1 is considering hypothetical investments in two funds, Funds A and B. Fund A is an ETF which seeks (before fees and expenses) to match\nthe performance of the underlying security. Fund B is a leveraged ETF and seeks daily leveraged investment results (before fees and expenses)\nthat correspond to 200% of the daily performance of the underlying security.

On Day 1, the hypothetical underlying security increases in value from $100 to $105, a gain of 5%. On Day 2, the hypothetical underlying security declines from $105 back to $100, a loss of 4.76%. In the aggregate, the hypothetical underlying security has not moved.

An investment in Fund A would be expected to gain 5% on Day 1 and lose 4.76% on Day 2, returning the investment to its original value. The following example assumes a $100 investment in Fund A when the hypothetical underlying security is also valued at $100:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Day	The Underlying Security Value	The Underlying Security Performance	Value of Fund A Investment
	$100.00		$100.00
1	$105.00	5.00%	$105.00
2	$100.00	-4.76%	$100.00

The same $100 investment in Fund B would be expected to gain 10% on Day 1 (200% of 5%) but decline 9.52% on Day 2.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Day	The Underlying Security Performance	200% of the Underlying Security Performance	Value of Fund B Investment
			$100.00
1	5.00%	10.00%	$110.00
2	-4.76%	-9.52%	$99.52

Although the percentage decline in Fund B is smaller on Day 2 than the percentage gain on Day 1, the loss is applied to a higher principal amount, so the investment in Fund B experiences a loss even when the aggregate underlying security value for the two-day period has not declined (these calculations do not include the charges for fund fees and expenses).

A hypothetical investment in Fund B has additional risks due to the effects of leverage and compounding.

An investor who purchases shares of the Fund intraday will generally receive more, or less, than 200% exposure to the underlying security from that point until the end of the trading day. The actual exposure will be largely a function of the performance of the underlying security from the end of the prior trading day. If the Fund’s shares are held for a period longer than a single trading day, the Fund’s performance is likely to deviate from 200% of the return of the underlying security’s performance for the longer period. This deviation will increase with higher volatility of the underlying security and longer holding periods.

Consider the following examples of a hypothetical fund that seeks -200% of the daily performance of a hypothetical underlying security:

Investor 1 is considering investments in two funds, Funds A and B. Fund A is an ETF which seeks (before fees and expenses) to match the performance of the hypothetical underlying security. Fund B is an inverse ETF and seeks daily inverse investment results (before fees and expenses) that correspond to -200% of the daily performance of the hypothetical underlying security.

An investment in Fund A would be expected to gain 5% on Day 1 and lose 4.76% on Day 2 to return to its original value. The following example assumes a $100 investment in Fund A when the hypothetical underlying security is also valued at $100:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Day	The Hypothetical Underlying Security Value	The Hypothetical Underlying Security Performance	Value of Fund A Investment
	$100.00		$100.00
1	$105.00	5.00%	$105.00
2	$100.00	-4.76%	$100.00

The same $100 investment in Fund B would be expected to lose 10% on Day 1 (-200% of 5%) but gain 9.52% on Day 2.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Day	The Hypothetical Underlying Security Performance	-200% of the Hypothetical Underlying Security Performance	Value of Fund B Investment
			$100.00
1	5.00%	-10.00%	$90.00
2	-4.76%	9.52%	$98.57

In the case of Fund B, because the inverse of the percentage decrease is applied to a lower principal amount on Day 2, Fund B has a loss. (These calculations do not include the charges for fund fees and expenses.)

An investment in Fund B has additional risks compared with Fund A due to the effects of compounding on Fund B.

An investor who purchases shares of the 2X Short Fund intra-day will generally receive more, or less, than -200% exposure to the underlying security from that point until the end of the trading day. The actual exposure will be largely a function of the performance of the underlying security from the end of the prior trading day. If the 2X Short Fund’s shares are held for a period longer than a single trading day, the Fund’s performance is likely to deviate from -200% of the return of the underlying security’s performance for the longer period. This deviation will increase with higher underlying security volatility and longer holding periods.

Examples of\nthe Impact of Volatility. The Fund rebalances its portfolio on a daily basis, increasing exposure in response to that day’s\ngains or reducing exposure in response to that day’s losses. Daily rebalancing will typically cause the Fund to lose money if the\nunderlying security experiences volatility. A volatility rate is a statistical measure of the magnitude of fluctuations in the underlying\nsecurity’s returns over a defined period. For periods longer than a trading day, volatility in the performance of the underlying\nsecurity from day to day is the primary cause of any disparity between the Fund’s actual returns and the returns of the underlying\nsecurity for such period. Volatility causes such disparity because it exacerbates the effects of compounding on the Fund’s returns.\nIn addition, the effects of volatility are magnified in the Fund due to leverage. Consider the following three examples that demonstrate\nthe effect of volatility on a hypothetical fund:

Example 1 – The Hypothetical Underlying Security Experiences Low Volatility

2X Long Fund:

Investor\n1 invests $10.00 in the 2X Long Fund at the close of trading on Day 1. During Day 2, the underlying security rises from 100 to 102, a\n2% gain. Investor 1’s investment rises 4% to $10.40. Investor 1 holds her investment through the close of trading on Day 3, during\nwhich the underlying security rises from 102 to 104, a gain of 1.96%. Investor 1’s investment rises to $10.81, a gain during Day\n3 of 3.92%. For the two-day period since Investor 1 invested in the Fund, the underlying security gained 4% although Investor 1’s\ninvestment increased by 8.1%. Because the underlying security continued to trend upwards with low volatility, Investor 1’s return\nclosely correlates to the 200% of the return of the underlying security for the period.

2X Short Fund:

Investor\n2 invests $10.00 in the 2X Short Fund at the close of trading on Day 1. During Day 2, the underlying security gains 2%, and Investor\n2’s investment falls by 4% to $9.60. On Day 3, the underlying security rises by 1.96%, and Investor 2’s investment falls\nby 3.92% to $9.22. For the two-day period the underlying security returned 4% while Investor 2’s investment lost 7.8%. Investor\n2’s return still correlates to -200% return of the underlying security, but not as closely as Investor 1’s investment in\nthe 2X Long Fund.

Example 2 – The Hypothetical Underlying Security Experiences High Volatility

2X Long Fund:

Investor\n1 invests $10.00 in a 2X Long Fund after the close of trading on Day 1. During Day 2, the underlying security rises from 100 to 102,\na 2% gain, and Investor 1’s investment rises 4% to $10.40. Investor 1 continues to hold her investment through the end of Day 3,\nduring which the underlying security declines from 102 to 98, a loss of 3.92%. Investor 1’s investment declines by 7.84%, from\n$10.40 to $9.58. For the two-day period since Investor 1 invested in the Fund, the underlying security lost 2% while Investor 1’s\ninvestment decreased from $10 to $9.58, a 4.2% loss. The volatility of the underlying security affected the correlation between the underlying\nsecurity’s return for the two-day period and Investor 1’s return. In this situation, Investor 1 lost more than two times\nthe return of the underlying security.

2X Short Fund:

Conversely, Investor 2\ninvests $10.00 in the 2X Short Fund after the close of trading on Day 1. During Day 2, the underlying security rises from 100 to\n102, a 2% gain, and Investor 2’s investment falls 4% to $9.60. Investor 2 continues to hold his investment through the end of\nDay 3, during which the underlying security declines from 102 to 98, a loss of 3.92%. Investor 2’s investment rises by 7.84%,\nfrom $9.60 to $10.35. For the two-day period since Investor 2 invested in the Fund, the underlying security lost 2% while Investor\n2’s investment increased from $10 to $10.35, a 3.5% gain. The volatility of the underlying security affected the correlation\nbetween the underlying security’s return for the two-day period and Investor 2’s return. In this situation, Investor 2\ngained less than two times the inverse of the return of the underlying security.

Example 3 – Intraday Investment with Volatility

The examples\nabove assumed that Investors 1 and 2 purchased the Fund at the close of trading on Day 1 and sold the investment at the close of trading\non a subsequent day. However, if the investor made an investment intraday, the investor would have received a beta determined by the\nperformance of the underlying security from the end of the prior trading day until the time of purchase on the next trading day. Consider\nthe following examples.

2X Long Fund:

Investor\n1 invests $10.00 in the 2X Long Fund at 11 a.m. on Day 2. From the close of trading on Day 1 until 11 a.m. on Day 2, the underlying security\nmoved from 100 to 102, a 2% gain. In light of that gain, the Fund beta at the point at which Investor 1 invests is 196%. During the remainder\nof Day 2, the underlying security rises from 102 to 110, a gain of 7.84%, and Investor 1’s investment rises 15.4% (which is the\nunderlying security’s gain of 7.84% multiplied by the 196% beta that she received) to $11.54. Investor 1 continues to hold her\ninvestment through the close of trading on Day 3, during which the underlying security declines from 110 to 90, a loss of 18.18%. Investor\n1’s investment declines by 36.4%, from $11.54 to $7.34. For the period of Investor 1’s investment, the underlying security\ndeclined from 102 to 90, a loss of 11.76%, while Investor 1’s investment decreased from $10.00 to $7.34, a 27% loss. The volatility\nof the underlying security affected the correlation between the underlying security’s return for the period and Investor 1’s\nreturn. In this situation, Investor 1 lost more than two times the return of the underlying security. Investor 1 was also hurt because\nshe missed the first 2% move of the underlying security and had a beta of 196% for the remainder of Day 2.

2X Short Fund:

Investor\n2 invests $10.00 in a 2X Short Fund at 11 a.m. on Day 2. From the close of trading on Day 1 until 11 a.m. on Day 2, the underlying security\nmoved from $100 to $105, a 5% increase. In light of that gain, the 2X Short Fund’s beta at the point at which Investor 2 invests\nis -233%. During the remainder of Day 2, the underlying security increases from $105 to $109 a gain of 3.81%, and Investor 2’s\ninvestment declines by 8.89% (which is the Underlying Security gain of 3.81% multiplied by the -233% beta that Investor 2 received) to\n$9.11. Investor 2 continues to hold the investment through the close of trading on Day 3, during which the underlying security declines\nfrom $109 to $90, a loss of 17.43%. Investor 2’s investment increases by 34.86%, from $9.11 to $12.29. For the period of Investor\n2’s investment, the underlying security decreased from $105 to $90, a loss of 14.29%, while Investor 2’s investment increased\nfrom $10.00 to $12.29, a 22.87% gain. The volatility of the underlying security affected the correlation between the underlying security’s\nreturn for the period and Investor 2’s return. In this situation, Investor 2 gained less than two times the inverse of the return\nof the underlying security. Investor 2’s investment was also affected because he missed the first 5% move of the underlying security\nand had a beta of -233% for the remainder of Day 2.

Market\nVolatility. Each Fund seeks to provide a return which is a multiple or inverse multiple of the daily performance of the underlying\nsecurity. The Funds do not attempt to, and should not be expected to, provide returns which are a multiple of the return of the underlying\nsecurity for periods other than a single day. Each Fund rebalances its portfolio on a daily basis. The 2X Long Fund increases exposure\nin response to that day’s gains and reduces exposure in response to that day’s losses, while the 2X Short Fund decreases\nexposure in response to that day’s gains and increases exposure in response to that day’s losses.

Daily rebalancing will impair a Fund’s performance if the Underlying Security experiences volatility. For instance, if the Underlying Security provided no return over a one-year period and experienced annualized volatility of 20%, a 2X Long Fund would be expected to lose approximately 4%, and a 2X Short Fund would be expected to lose approximately 11%, as shown in Table 1 below. If the Underlying Security’s annualized volatility were to rise to 40%, the hypothetical loss over a one-year period would widen to approximately 15% for the 2X Long Fund and 38% for the 2X Short Fund.

Table 1

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Volatility Range	Long Fund	Short Fund
10%	-1%	-3%
20%	-4%	-11%
30%	-9%	-24%
40%	-15%	-38%
50%	-22%	-53%
60%	-30%	-66%
70%	-39%	-77%
80%	-47%	-85%
90%	-56%	-91%
100%	-63%	-95%

At higher volatility levels, a Fund may experience substantial losses even if the Underlying Security is flat over the one-year period. For instance, if the annualized volatility of the Underlying Security were 90%, the 2X Long Fund would be expected to lose approximately 56% of its value and the 2X Short Fund would be expected to lose approximately 91% of its value, even if the Underlying Security returned 0% for the year. The Underlying Security’s volatility rate is a statistical measure of the magnitude of fluctuations in its returns over a defined period.

As of the\ndate of this Prospectus, the Underlying Security has not commenced public trading and, therefore, does not have an annualized historical\nvolatility rate or total return performance available to report. When available, Table 2 will show the annualized historical volatility\nrate for the Underlying Security over the five most recently completed calendar years or, if shorter, since it commenced trading. Since\nmarket volatility has negative implications for funds which rebalance daily, investors should be sure to monitor and manage their investments\nin the Funds particularly in volatile markets. The negative implications of volatility in Table 1 can be combined with the recent volatility\nin Table 2 to give investors some sense of the risks of holding a Fund for longer periods. Historical volatility and performance are\nnot likely indicative of future volatility and performance.

Table 2 – Annualized Historic Volatility of the Underlying Security

\n \n \n \n \n \n \n

Underlying Security	5-Year Annualized Historical Volatility Rate
Anthropic¹	N/A

\n \n \n \n

¹	Anthropic’s Class A common stock has not commenced public trading and therefore annualized historical volatility is not available.

The Projected Returns of the Funds for Intraday\nPurchases. Because the Funds rebalance their portfolio once daily, an investor who purchases shares during a day will likely have\nmore, or less, than 200% (or -200%, for the 2X Short Fund) leveraged investment exposure to the underlying security. The exposure to\nthe underlying security received by an investor who purchases a Fund intra-day will differ from the Fund’s stated daily leveraged\ninvestment objective (e.g., 200% or -200%) by an amount determined by the movement of the underlying security from its value at the\nend of the prior day. If the underlying security moves in a direction favorable to the Fund between the close of the market on one trading\nday through the time on the next trading day when the investor purchases the Fund shares, the investor will receive less exposure to\nthe underlying security than the stated fund daily leveraged investment objective (e.g., 200% or -200%). Conversely, if the underlying\nsecurity moves in a direction adverse to the Fund, the investor will receive more exposure to the underlying security than the stated\nfund daily leveraged investment objective (e.g., 200% or -200%).

Table 3 below indicates the exposure\nto the underlying security that an intra-day purchase of a 2X Long Fund would be expected to provide based upon the movement in the value\nof the underlying security from the close of the market on the prior trading day. Such exposure holds until a subsequent sale on that\nsame trading day or until the close of the market on that trading day. For instance, if the underlying security has moved 5% in a direction\nfavorable to the Fund, the investor would receive exposure to the performance of the underlying security from that point until the investor\nsells later that day or the end of the day equal to approximately 191% of the investor’s investment.

Conversely, if the underlying security has moved 5% in a direction unfavorable to the Fund, an investor at that point would receive exposure to the performance of the underlying security from that point until the investor sells later that day or the end of the day equal to approximately 211% of the investor’s investment.

The table includes a range of the underlying security moves from 20% to -20% for the Fund. Movement of the underlying security beyond the range noted below will result in exposure further from the Fund’s daily leveraged investment objective.

Table 3 –\nIntraday Leverage of a 2X Long Fund

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Underlying Security	Resulting Hypothetical Exposure for each 2X Long Fund
-20%	267%
-15%	243%
-10%	225%
-5%	211%
0%	200%
5%	191%
10%	183%
15%	177%
20%	171%

Table 4 below\nindicates the exposure to the underlying security that an intra-day purchase of a 2X Short Fund would be expected to provide based upon\nthe movement in the value of the underlying security from the close of the market on the prior trading day. Such exposure holds until\na subsequent sale on that same trading day or until the close of the market on that trading day. For instance, if the underlying security\nhas moved 5% in a direction favorable to the Fund, the investor would receive exposure to the performance of the underlying security\nfrom that point until the investor sells later that day or the end of the day equal to approximately -173% of the investor’s investment.\nConversely, if the underlying security has moved 5% in a direction unfavorable to the Fund, an investor would receive exposure to the\nperformance of the underlying security from that point until the investor sells later that day or the end of the day equal to approximately\n-233% of the investor’s investment.

The table\nincludes a range of the underlying security moves from 20% to -20% for a 2X Short Fund. Movement of the underlying security beyond the\nrange noted below will result in exposure further from the Fund’s daily leveraged investment objective.

Table 4 –\nIntra-Day Leverage of a 2X Short Fund

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Underlying Security	Resulting Hypothetical Exposure for a 2X Short Fund
-20%	-114%
-15%	-131%
-10%	-150%
-5%	-173%
0%	-200%
5%	-233%
10%	-275%
15%	-329%
20%	-400%

The Projected\nReturns of the Fund for Periods Other Than a Single Trading Day. The Funds seek leveraged investment results on a daily basis —\nfrom the close of regular trading on one trading day to the close on the next trading day — which should not be equated with seeking\na leveraged investment objective for any other period. For instance, if the underlying security gains 10% for a week, a Fund should not\nbe expected to provide a return of 20% for the week even if it meets its daily leveraged investment objective throughout the week. This\nis true because of the financing charges noted above but also because the pursuit of daily goals may result in daily leveraged compounding,\nwhich means that the return of the underlying security over a period of time greater than one day multiplied by the Fund’s daily\nleveraged investment objective or short daily leveraged investment objective (e.g., 200% or -200%) will not generally equal a Fund’s\nperformance over that same period. In addition, the effects of compounding become greater the longer Shares are held beyond a single\ntrading day.

The following\ntables set out a range of hypothetical daily performances during a given 10 trading days of a hypothetical underlying security and demonstrate\nhow changes in the hypothetical underlying security impacts the hypothetical Funds’ performance for a trading day and cumulatively\nup to, and including, the entire 10 trading day period. The charts are based on a hypothetical $100 investment in the hypothetical Fund\nover a 10-trading day period and do not reflect fees or expenses of any kind.

Table 5 – The Underlying Security Lacks a Clear Trend

	The Underlying Security	2X Long Fund*	2X Short Fund*
	Value	Daily Performance	Cumulative Performance	NAV	Daily Performance	Cumulative Performance	NAV	Daily Performance	Cumulative Performance
	100			$100.00			$100.00
Day 1	105	5.00%	5.00%	$110.00	10.00%	10.00%	$90.00	-10.00%	-10.00%
Day 2	110	4.76%	10.00%	$120.48	9.52%	20.48%	$81.43	-9.52%	-18.57%
Day 3	100	-9.09%	0.00%	$98.57	-18.18%	-1.43%	$96.23	18.18%	-3.77%
Day 4	90	-10.00%	-10.00%	$78.86	-20.00%	-21.14%	$115.48	20.00%	15.48%
Day 5	85	-5.56%	-15.00%	$70.10	-11.12%	-29.90%	$128.31	11.11%	28.31%
Day 6	100	17.65%	0.00%	$94.83	35.30%	-5.17%	$83.03	-35.29%	-16.97%
Day 7	95	-5.00%	-5.00%	$85.35	-10.00%	-14.65%	$91.33	10.00%	-8.67%
Day 8	100	5.26%	0.00%	$94.34	10.52%	-5.66%	$81.71	-10.53%	-18.29%
Day 9	105	5.00%	5.00%	$103.77	10.00%	3.77%	$73.54	-10.00%	-26.46%
Day 10	100	-4.76%	0.00%	$93.89	-9.52%	-6.11%	$80.55	9.52%	-19.45%

\n \n \n \n

Figures in this table have been rounded.

The cumulative\nperformance of the hypothetical underlying security in Table 5 is 0% for 10 trading days. The return of the hypothetical 2X Long Fund\nfor the 10-trading day period is -6.11%, while the return of a 2X Short Fund is -19.45%. The volatility of the hypothetical underlying\nsecurity’s performance and lack of a clear trend results in performance for each hypothetical Fund for the period which bears little\nrelationship to the performance of the hypothetical underlying security for the 10-trading day period.

Table 6 – The Underlying Security Rises in a Clear Trend

	The Underlying Security	2X Long Fund*	2X Short Fund*
	Value	Daily Performance	Cumulative Performance	NAV	Daily Performance	Cumulative Performance	NAV	Daily Performance	Cumulative Performance
	100			$100.00			$100.00
Day 1	102	2.00%	2.00%	$104.00	4.00%	4.00%	$96.00	-4.00%	-4.00%
Day 2	104	1.96%	4.00%	$108.08	3.92%	8.08%	$92.24	-3.92%	-7.76%
Day 3	106	1.92%	6.00%	$112.24	3.84%	12.23%	$88.69	-3.84%	-11.31%
Day 4	108	1.89%	8.00%	$116.47	3.78%	16.47%	$85.34	-3.77%	-14.66%
Day 5	110	1.85%	10.00%	$120.78	3.70%	20.78%	$82.18	-3.70%	-17.82%
Day 6	112	1.82%	12.00%	$125.18	3.64%	25.17%	$79.19	-3.64%	-20.81%
Day 7	114	1.79%	14.00%	$129.65	3.58%	29.66%	$76.36	-3.57%	-23.64%
Day 8	116	1.75%	16.00%	$134.20	3.50%	34.19%	$73.68	-3.51%	-26.32%
Day 9	118	1.72%	18.00%	$138.82	3.44%	38.81%	$71.14	-3.45%	-28.86%
Day 10	120	1.69%	20.00%	$143.53	3.38%	43.53%	$68.73	-3.39%	-31.27%

\n \n \n \n

Figures in this table have been rounded.

The cumulative hypothetical performance of the underlying security in Table 6 is 20% for 10 trading days. The return of the hypothetical 2X Long Fund for the 10-trading day period is 43.53%, and the return of the hypothetical 2X Short Fund is -31.27%. In this case, because of the positive hypothetical underlying security trend, the hypothetical 2X Long Fund’s gain is greater than 200% of the hypothetical underlying security gain and the hypothetical 2X Short Fund’s decline is less than 200% of the hypothetical underlying security gain for the 10-trading day period.

Table 7 – The Underlying Security Declines in a Clear Trend

	The\n Underlying Security	2X\n Long Fund*	2X\n Short Fund*
	Value	Daily \n Performance	Cumulative \n Performance	NAV	Daily \n Performance	Cumulative \n Performance	NAV	Daily \n Performance	Cumulative \n Performance
	100			$100.00			$100.00
Day\n 1	98	-2.00%	-2.00%	$96.00	-4.00%	-4.00%	$104.00	4.00%	4.00%
Day\n 2	96	-2.04%	-4.00%	$92.08	-4.08%	-7.92%	$108.24	4.08%	8.24%
Day\n 3	94	-2.08%	-6.00%	$88.24	-4.16%	-11.75%	$112.76	4.16%	12.75%
Day\n 4	92	-2.13%	-8.00%	$84.49	-4.26%	-15.51%	$117.55	4.26%	17.55%
Day\n 5	90	-2.17%	-10.00%	$80.82	-4.34%	-19.17%	$122.66	4.34%	22.65%
Day\n 6	88	-2.22%	-12.00%	$77.22	-4.44%	-22.76%	$128.12	4.44%	28.10%
Day\n 7	86	-2.27%	-14.00%	$73.71	-4.54%	-26.27%	$133.94	4.54%	33.91%
Day\n 8	84	-2.33%	-16.00%	$70.29	-4.66%	-29.71%	$140.17	4.66%	40.15%
Day\n 9	82	-2.38%	-18.00%	$66.94	-4.76%	-33.05%	$146.84	4.76%	46.82%
Day\n 10	80	-2.44%	-20.00%	$63.67	-4.88%	-36.33%	$154.01	4.88%	54.01%

\n \n \n \n

Figures in this table have been rounded.

The cumulative performance of the hypothetical underlying security in Table 7 is -20% for 10 trading days. The return of the hypothetical 2X Long Fund for the 10-trading day period is -36.33% and the return of the hypothetical 2X Short Fund is 54.01%. In this case, because of the negative hypothetical underlying security trend, the hypothetical 2X Long Fund’s decline is less than 200% of the hypothetical underlying security decline and the hypothetical 2X Short Fund’s gain is greater than 200% of the hypothetical underlying security decline for the 10-trading day period.

It is important\nthat you closely review and understand the risks of investing in each Fund. Each Fund’s NAV and investment return will fluctuate\nbased upon changes in the value of its portfolio securities. You could lose money on your investment in each Fund, and each Fund could\nunderperform other investments. There is no guarantee that each Fund will meet its investment objective. An investment in the Funds is\nnot a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.\nBelow are some of the specific risks of investing in the Funds. Certain of the risks described below, if realized, may cause declines\nin the price of the Underlying Security that could benefit the 2X Short Fund because of its inverse investment objective.

Additional Information about the Principal Risks of Investing in the Funds

This section provides additional information regarding the principal risks described under “Principal Risks of Investing in the Fund” in each of the Fund Summaries. The principal risks are presented in alphabetical order to facilitate finding particular risks and comparing them with other funds. Each risk summarized below is considered a ‘principal risk’ of investing in the Funds as noted in the respective Fund Summaries, regardless of the order in which they appear. The factors below apply to each Fund except where noted otherwise. Each of the factors below could have a negative impact on the applicable Fund’s performance and trading prices.

Anthropic, PBC Investing Risk.

2X Long Anthropic Daily ETF

Issuer-specific\nattributes may cause an investment held by the Fund to be more volatile than the market generally. In addition to the risks associated\nwith the software and services industry, Anthropic is subject to risks associated with its business and operations, which may include, but are not limited to: intense competition from established\ntechnology companies and other AI developers, which may adversely affect Anthropic’s ability to develop and commercialize competitive\nAI models, attract and retain customers, and maintain pricing power; substantial capital requirements and financial commitments associated\nwith developing, training and operating advanced AI models, including reliance on third-party cloud computing providers, specialized\nhardware and infrastructure, which may result in significant costs, capacity constraints or financial losses; the possibility that Anthropic’s\nAI models may produce inaccurate, harmful, unintended or autonomous outputs, be misused by third parties, or behave in ways that cannot\nbe adequately predicted or controlled, potentially resulting in legal liability, regulatory action or reputational harm; evolving laws,\nregulations and governmental policies relating to AI development, privacy, intellectual property, cybersecurity and national security,\nwhich may restrict Anthropic’s operations, increase compliance costs or limit the availability of its products and services; and\ndependence on key personnel, strategic relationships and a concentrated governance structure that may limit the influence of public shareholders\nand create conflicts between Anthropic’s public benefit objectives and its financial interests. Any of these risks could have a\nsignificant negative impact on the company’s business.

2X Short Anthropic Daily ETF

Issuer-specific\nattributes may cause an investment held by the Fund to be more volatile than the market generally. Anthropic is subject to\nrisks associated with its business and operations, in addition to the risks associated with the software and services industry. Anthropic\nmay experience significant increases in its stock price as a result of advancements in its AI models and technologies, successful commercialization\nof its products and services, increased customer adoption, expansion of strategic relationships with major technology companies and cloud\ncomputing providers, or improvements in its financial performance and competitive position. Anthropic’s stock price may also increase\nsignificantly due to favorable developments in the AI industry, increased investor demand for AI-related securities, positive market\nsentiment regarding its growth prospects, or speculative trading activity, particularly following its initial public offering. In addition,\nAnthropic’s relatively limited history as a publicly traded company and the potential for substantial fluctuations in its valuation\nmay contribute to heightened volatility in the Underlying Security. Because the Fund seeks daily inverse leveraged exposure to Anthropic,\nincreases in the price of the Underlying Security will adversely affect the Fund’s performance and may result in substantial losses,\nincluding the loss of all or substantially all of the Fund’s value in a single day.

All Funds:

Anthropic\nhas filed a registration statement on Form S-1 relating to the proposed IPO of its Class A common stock. The timing and completion of\nthe offering are subject to regulatory review, market conditions and other factors, and the offering may be delayed or may not be completed.\nIf the offering is completed, the Underlying Security will have a limited public trading history upon which investors can evaluate its\nperformance, and its market price may be volatile. The trading price of the Underlying Security may fluctuate significantly due to company-specific\ndevelopments, changes in investor expectations, general market conditions, lock-up expirations for pre-IPO shareholders, changes in trading\nvolume, the entry or exit of large shareholders or other factors unrelated to Anthropic’s operating performance.

Anthropic\nis a Delaware public benefit corporation. Its board must balance stockholders’ financial interests with Anthropic’s stated\npublic benefit purpose and the interests of those materially affected by its conduct, and may take actions that do not maximize stockholder\nvalue. Anthropic also has a multi-class capital structure. Its Class F common stock carries a majority of its general voting power, and\nits Long-Term Benefit Trust, through Class T common stock, can elect a majority of its board. As a result, holders of Class A common\nstock will have limited ability to influence corporate matters, and Anthropic is a “controlled company” under Nasdaq rules\nthat may rely on exemptions from certain corporate governance requirements.

AI Risk. Companies\nengaged in AI and big data typically face intense competition and potentially rapid product obsolescence. These companies are also heavily\ndependent on intellectual property rights and may be adversely affected by loss or impairment of those rights. There can be no assurance\nthese companies will be able to successfully protect their intellectual property to prevent the misappropriation of their technology,\nor that competitors will not develop technology that is substantially similar or superior to such companies’ technology. AI and\nbig data companies typically engage in significant amounts of spending on research and development, as well as mergers and acquisitions,\nand there is no guarantee that the products or services produced by these companies will be successful. AI and big data companies are\npotential targets for cyberattacks, which can have a materially adverse impact on the performance of these companies. In addition, AI\ntechnology could face increasing regulatory scrutiny in the future, which may limit the development of this technology and impede the\ngrowth of companies that develop and/or utilize this technology. Similarly, the collection of data from consumers and other sources could\nface increased scrutiny as regulators consider how the data is collected, stored, safeguarded and used. AI and big data companies may\nface regulatory fines and penalties, including potential forced break-ups, that could hinder the ability of the companies to operate\non an ongoing basis. The customers and/or suppliers of AI and big data companies may be concentrated in a particular country, region\nor industry. Any adverse event affecting one of these countries, regions or industries could have a negative impact on AI and big data\ncompanies. Country, government, and/or region-specific regulations or restrictions could have an impact on AI and big data companies.

Concentration\nRisk. Each Fund will be concentrated in the industry to which its underlying security is assigned (i.e., hold more than 25% of its\ntotal assets in investments that provide long or short leveraged exposure to the industry to which its underlying security is\nassigned). A portfolio concentrated in a particular industry may present more risks than a portfolio broadly diversified over\nseveral industries. As a result, the value of the Fund’s investments may rise and fall more than the value of shares of a fund\nthat invests in securities of companies in a broader range of industries. In addition, at times, an industry or group of industries\nin which the Fund is concentrated may be out of favor and underperform other industries or groups of industries.

Software and Services Industry Risk. Companies in the software and services industry operate in highly competitive markets characterized by rapid technological change, evolving industry standards, frequent product introductions and changing customer preferences. The success of these companies often depends on their ability to develop, commercialize and support new products and services, adapt to technological advances, respond to competitive pressures and maintain customer acceptance of their offerings. Software and services companies may be adversely affected by pricing pressures, shifts in technology spending, reductions in information technology budgets, changing economic conditions and the risk that existing products and services become obsolete or less competitive. Many companies in the industry depend on highly skilled employees and may be adversely affected by difficulties in attracting, retaining and developing qualified personnel. In addition, software and services companies often rely on intellectual property rights, including patents, copyrights, trademarks and trade secrets, to protect proprietary technologies and products, and there can be no assurance that such protections will be adequate or that competitors will not independently develop similar or superior technologies. Companies in the industry are also exposed to risks associated with cybersecurity incidents, data breaches, privacy concerns, system failures, artificial intelligence technologies, regulatory developments and reliance on cloud-based infrastructure and third-party service providers. As a result of these and other factors, the securities of software and services companies may experience substantial price volatility and may perform differently from the broader market.

Counterparty/Collateral\nRisk. The Fund is subject to the risk that a counterparty to a derivatives transaction, including a swap agreement or option contract,\nmay be unwilling or unable to make timely payments or otherwise meet its contractual obligations, or may fail to return holdings that\nare subject to the agreement, which could result in losses to the Fund and may impair the Fund’s ability to achieve its daily investment\nobjective. Because each Fund pursues leveraged or inverse leveraged exposure, the Funds may be particularly exposed to counterparty\nand liquidity risks. These risks may be heightened when the Underlying Security is newly issued or has a limited trading history, as\nthere may be less liquidity, fewer available counterparties, and greater uncertainty regarding pricing and market dynamics.

The Fund\nmay enter into swap agreements or option transactions with a limited number of counterparties, which may increase the Fund’s exposure\nto counterparty credit risk. In addition, counterparties may be less willing to enter into, or continue to enter into, transactions that\nprovide leverage or inverse exposure to the Underlying Security, and may require more restrictive terms, higher costs or additional collateral,\nparticularly during periods of market volatility or when demand for such exposure is elevated. If the Fund is unable to obtain desired\nexposure from counterparties, or can do so only on unfavorable terms, the Fund may not be able to achieve its investment objective, may\nbe unable to rebalance its portfolio as intended, or may experience increased costs, any of which could result in significant losses\nto a Fund.

Collateral\npledged by a counterparty may be insufficient to fully mitigate a Fund’s exposure in the event of a default. This risk may arise\nfrom declines in the value of the collateral, limited liquidity or marketability of the collateral, legal or operational risks (including\nrisks related to the enforceability or perfection of a Fund’s security interest), or delays in accessing or liquidating the collateral.\nTo the extent the value of the collateral is insufficient or cannot be realized in a timely manner, a Fund may experience losses, which\nmay be substantial. These risks are expected to be heightened during the period immediately following the Underlying Security’s\nIPO.

Cybersecurity Risk. With the increased use of technologies such as the internet to conduct business, the Fund, Authorized Participants, service providers and the relevant listing exchange are susceptible to operational, information security and related “cyber” risks both directly and through their service providers. Similar types of cybersecurity risks are also present for issuers of securities in which the Fund invests, which could result in material adverse consequences for such issuers and may cause the Fund’s investment in such issuers to lose value. In general, cyber incidents can result from deliberate attacks or unintentional events. Cyber incidents include, but are not limited to, gaining unauthorized access to digital systems (e.g., through “hacking” or malicious software coding) for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption. Cyberattacks may also be carried out in a manner that does not require gaining unauthorized access, such as causing denial-of-service attacks on websites (i.e., efforts to make network services unavailable to intended users). Recently, geopolitical tensions may have increased the scale and sophistication of deliberate attacks, particularly those from nation-states or from entities with nation-state backing.

Cybersecurity failures by, or breaches of, the systems of the Fund’s investment adviser, distributor and other service providers (including, but not limited to, benchmark providers, fund accountants, custodians, transfer agents and administrators), market makers, Authorized Participants or the issuers of securities in which the Fund invests have the ability to cause disruptions and impact business operations, potentially resulting in: financial losses, interference with the Fund’s ability to calculate its NAV, disclosure of confidential trading information, impediments to trading, submission of erroneous trades or erroneous creation or redemption orders, the inability of the Fund or its service providers to transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs. In addition, cyberattacks may render records of Fund assets and transactions, shareholder ownership of Fund shares, and other data integral to the functioning of the Fund inaccessible, inaccurate or incomplete. Substantial costs may be incurred by the Fund in order to resolve or prevent cyber incidents in the future. While the Fund has established business continuity plans in the event of, and risk management systems to prevent, such cyber incidents, there are inherent limitations in such plans and systems, including the possibility that certain risks have not been identified, that prevention and remediation efforts will not be successful or that cyberattacks will go undetected. Furthermore, the Fund cannot control the cybersecurity plans and systems put in place by service providers to the Fund, issuers in which the Fund invests, market makers or Authorized Participants. The Fund and its shareholders could be negatively impacted as a result.

Daily Correlation Risk. (2X Long Anthropic Only) There is no guarantee that the Fund will achieve a high degree of correlation to the Underlying Security and therefore achieve its daily leveraged investment objective. The Fund’s exposure to the Underlying Security is impacted by the Underlying Security’s movement. Because of this, it is unlikely that the Fund will be perfectly exposed to the Underlying Security at the end of each day. The possibility of the Fund being materially over- or under-exposed to the Underlying Security increases on days when the Underlying Security is volatile near the close of the trading day. Market disruptions, regulatory restrictions and high volatility will also adversely affect the Fund’s ability to adjust exposure to the required levels.

The Fund\nmay have difficulty achieving its daily leveraged investment objective for many reasons, including fees, expenses, transaction costs,\nfinancing costs related to the use of derivatives, accounting standards and their application to income items, disruptions, illiquid\nor high volatility in the markets for the securities or financial instruments in which the Fund invests, early and unanticipated closings\nof the markets on which the holdings of a Fund trade, resulting in the inability of the Fund to execute intended portfolio transactions,\nregulatory and tax considerations, which may cause the Fund to hold (or not to hold) an underlying security. The Fund may take or refrain\nfrom taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may\nnegatively affect the Fund’s correlation with an underlying security. The Fund may be subject to large movements of assets into\nand out of the Fund, potentially resulting in the Fund being over- or under-exposed to an underlying security. Additionally, the Fund’s\nunderlying investments and/or reference assets may trade on markets that may not be open on the same day as each Fund, which may cause\na difference between the changes in the daily performance of the Fund and changes in the performance of an underlying security. Any of\nthese factors could decrease the correlation between the performance of a Fund and an underlying security and may hinder a Fund’s\nability to meet its daily investment objective on or around that day.

Daily Short Correlation Risk. (2X Short Anthropic Only) There is no guarantee that the Fund will achieve a high degree of correlation to the Underlying Security and therefore achieve its daily inverse leveraged investment objective. The Fund’s exposure to the Underlying Security is impacted by the Underlying Security’s movement. Because of this, it is unlikely that the Fund will be perfectly exposed to the Underlying Security at the end of each day. The possibility of the Fund being materially over- or under-exposed to the Underlying Security increases on days when the Underlying Security is volatile near the close of the trading day. Market disruptions, regulatory restrictions and high volatility will also adversely affect the Fund’s ability to adjust exposure to the required levels.

The Fund may have difficulty achieving its daily inverse leveraged investment objective for many reasons, including fees, expenses, transaction costs, financing costs related to the use of derivatives, accounting standards and their application to income items, disruptions, illiquid or high volatility in the markets for the securities or financial instruments in which the Fund invests, early and unanticipated closings of the markets on which the holdings of the Fund trade, resulting in the inability of the Fund to execute intended portfolio transactions, regulatory and tax considerations, which may cause the Fund to hold (or not to hold) the Underlying Security. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund’s desired correlation with the Underlying Security. The Fund may be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being over- or under-exposed to the Underlying Security. Additionally, the Fund’s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the performance of the Underlying Security. Any of these factors could decrease the correlation between the performance of the Fund and the Underlying Security and may hinder the Fund’s ability to meet its daily inverse leveraged investment objective on or around that day.

Derivatives Risk. The Fund may obtain exposure\nthrough derivatives, including swap agreements and options contracts. Investing in derivatives may be considered aggressive and may expose\nthe Fund to risks different from, and possibly greater than, risks associated with investing directly in the reference asset(s) underlying\nthe derivative. The use of derivatives may result in larger losses or smaller gains than investing in the underlying security directly.\nThe use of derivatives may expose the Fund to additional risks such as counterparty risk, liquidity risk and increased daily correlation\nrisk. When the Fund uses derivatives, there may be imperfect correlation between the value of the underlying reference assets and the\nderivative, which may prevent the Fund from achieving its investment objective.

The Fund will be subject to\nregulatory constraints relating to the level of value at risk that the Fund may incur through its derivatives portfolio. To the extent\nthe Fund exceeds these regulatory thresholds over an extended period, the Fund may determine that it is necessary to make adjustments\nto the Fund’s investment strategy and the Fund may not achieve its investment objective.

Swap Agreements. The Fund expects\nto use swap agreements on the Underlying Security. The performance of an ETF may not track the performance of its underlying security\ndue to embedded costs and other factors. If the underlying security has a dramatic move in price that causes a material decline in the\nFund’s NAV over certain stated periods agreed to by the Fund and the counterparty, the terms of the swap agreement between the Fund\nand its counterparty may allow the counterparty to immediately close out of all swap transactions with the Fund. In such circumstances,\nthe Fund may be unable to enter into another swap agreement or invest in other derivatives to achieve the desired exposure consistent\nwith the Fund’s daily leveraged investment objective. This may prevent the Fund from achieving its daily leveraged investment objective\neven if the underlying security reverses all or a portion of its price movement. The value of an investment in the Fund may change quickly\nand without warning. Any financing, borrowing or other costs associated with using derivatives may also have the effect of lowering the\nFund’s return. Such costs may increase as interest rates rise.

Swap agreements are entered into primarily with major global financial institutions for a specified period which may range from one day to more than one year. In a standard swap transaction, two parties agree to exchange the return (or differentials in rates of return) earned or realized on particular predetermined reference or underlying securities or instruments. The gross return to be exchanged or swapped between the parties is calculated based on a notional amount or the return on or change in value of a particular dollar amount invested in a reference asset. Swap agreements are generally traded over-the-counter, and therefore, may not receive regulatory protection, which may expose investors to significant losses.

Options Contracts Risk. The\nuse of options contracts involves investment strategies and risks different from those associated with ordinary portfolio securities transactions.\nThe prices of options are volatile and are influenced by, among other things, actual and anticipated changes in the value of the underlying\ninstrument, changes in the actual or implied volatility of the reference asset, the time remaining until expiration, interest rates, dividends\nand national and international political and economic events. For the Fund, in particular, the value of the options contracts in which\nit invests is substantially influenced by the value of the Underlying Security. The Fund may experience substantial downside from specific\noption positions and certain option positions held by the Fund may expire worthless. As an option approaches its expiration date, its\nvalue typically increasingly moves with the value of the underlying instrument. However, prior to such a date, the value of an option\ngenerally does not increase or decrease at the same rate as the underlying instrument. There may at times be an imperfect correlation\nbetween the movement in values of options contracts and the underlying instrument, and there may at times not be a liquid secondary market\nfor certain options contracts. The value of the options held by the Fund will be determined based on market quotations or other recognized\npricing methods. Furthermore, when the Fund seeks to trade out of positions, especially near expiration, there is an added risk that the\nFund may be required to allocate resources unexpectedly to fulfill these obligations. This potential exposure to physical settlement can\nsignificantly impact the Fund’s liquidity and market exposure, particularly in volatile market conditions. If a Fund writes physically\nsettled options contracts, it may be obligated upon exercise to purchase shares of the Underlying Security at the strike price (for a\nwritten put, as used by the 2X Long Fund) or to deliver shares of the Underlying Security at the strike price (for a written call, as\nused by the 2X Short Fund). As a result, the 2X Long Fund could be required to acquire shares of the Underlying Security that have declined\nin value, and the 2X Short Fund could be required to acquire shares of the Underlying Security at a market price above the strike price\nin order to make delivery, either of which could result in significant losses.

FLEX Options. FLEX Options are\nexchange-traded options contracts with uniquely customizable terms like exercise price, style, and expiration date. Due to their customization\nand potentially unique terms, FLEX Options may be less liquid than other securities, such as standard exchange listed options. The FLEX\nOptions are listed on an exchange; however, no one can guarantee that a liquid secondary trading market will exist for the FLEX Options.\nIn the event that trading in the FLEX Options is limited or absent, the value of the Fund’s FLEX Options may decrease. In a less\nliquid market for the FLEX Options, liquidating the FLEX Options may require the payment of a premium (for written FLEX Options) or acceptance\nof a discounted price (for purchased FLEX Options) and may take longer to complete. A less liquid trading market may adversely impact\nthe value of the FLEX Options and Fund shares and result in the Fund being unable to achieve its investment objective. Less liquidity\nin the trading of the Fund’s FLEX Options could have an impact on the prices paid or received by the Fund for the FLEX Options in\nconnection with creations and redemptions of the Fund’s shares. Depending on the nature of this impact to pricing, the Fund may\nbe forced to pay more for redemptions (or receive less for creations) than the price at which it currently values the FLEX Options. Such\noverpayment or under collection could reduce the Fund’s ability to achieve its investment objective. Additionally, in a less liquid\nmarket for the FLEX Options, the liquidation of a large number of options may more significantly impact the price.

These risks are expected to be heightened during the period immediately following the Underlying Security’s IPO.

Early Close/Trading Halt Risk. An exchange\nor market may close early, close late or issue trading halts on specific securities or financial instruments, and the ability to trade\ncertain securities or financial instruments may be restricted. In these circumstances, a Fund may be unable to buy or sell certain securities\nor financial instruments, may be unable to rebalance its portfolio, may be unable to accurately price its investments and/or may incur\nsubstantial trading losses. Additionally, exchange or market closures or trading halts may result in a Fund’s shares trading at\nan increasingly large discount to NAV and/or at increasingly wide bid-ask spreads during part of, or all of, the trading day.

Effects of Compounding and Market Volatility\nRisk. Each Fund has a daily leveraged or inverse leveraged investment objective, and a Fund’s performance for periods greater\nthan a trading day will be the result of each day’s returns compounded over the period, which is very likely to differ from 200%\n(for the 2X Long Fund) or -200% (for the 2X Short Fund) of the Underlying Security’s performance, before fees and expenses. Compounding\nhas a significant impact on funds that are leveraged and that rebalance daily. The impact of compounding becomes more pronounced as volatility\nand holding periods increase and will affect each shareholder differently depending on the period of time an investment in a Fund is held\nand the volatility of the Underlying Security during that period. For more information, see “Additional Information About Investment\nTechniques and Policies” above.

ETF Risks. The Fund is an ETF and, as a result of an ETF’s structure, is exposed to the following risks:

APs, Market Makers, and Liquidity Providers Concentration Risk. The Fund may have a limited number of financial institutions that may act as APs. In addition, there may be a limited number of market makers and/or liquidity providers in the marketplace. To the extent either of the following events occur, Shares of a Fund may trade at a material discount to NAV and possibly face delisting: (i) APs exit the business or otherwise become unable to process creation and/or redemption orders and no other APs step forward to perform these services, or (ii) market makers and/or liquidity providers exit the business or significantly reduce their business activities and no other entities step forward to perform their functions.

Costs of Buying or Selling Shares. Investors buying or selling Shares in the secondary market will pay brokerage commissions or other charges imposed by brokers, as determined by that broker. Brokerage commissions are often a fixed amount and may be a significant proportional cost for investors seeking to buy or sell relatively small amounts of Shares. In addition, secondary market investors will also incur the cost of the difference between the price at which an investor is willing to buy Shares (the “bid” price) and the price at which an investor is willing to sell Shares (the “ask” price). This difference in bid and ask prices is often referred to as the “spread” or “bid/ask spread.” The bid/ask spread varies over time for Shares based on trading volume and market liquidity, and is generally lower if Shares have more trading volume and market liquidity and higher if Shares have little trading volume and market liquidity. Further, a relatively small investor base in the Fund, asset swings in the Fund and/or increased market volatility may cause increased bid/ask spreads. Due to the costs of buying or selling Shares, including bid/ask spreads, frequent trading of Shares may significantly reduce investment results and an investment in Shares may not be advisable for investors who anticipate regularly making small investments.

Shares of the Fund May Trade at\nPrices Other Than NAV. As with all ETFs, Shares may be bought and sold in the secondary market at market prices. Although it is expected\nthat the market price of Shares will approximate the Fund’s NAV, there may be times when the market price of Shares is more than\nthe NAV intraday (premium) or less than the NAV intraday (discount) due to supply and demand of Shares or during periods of market volatility.\nThis risk is heightened in times of market volatility, periods of steep market declines, and periods when there is limited trading activity\nfor Shares in the secondary market, in which case such premiums or discounts may be significant.

Trading. Although Shares are\nlisted for trading on the Exchange and may be listed or traded on U.S. exchanges other than the Exchange,\nthere can be no assurance that an active trading market for such Shares will develop or be maintained. Trading in Shares may be halted\ndue to market conditions or for reasons that, in the view of the Exchange, make trading in Shares inadvisable. In addition, trading in\nShares on the Exchange is subject to trading halts caused by extraordinary market volatility pursuant to each exchange’s “circuit\nbreaker” rules, which temporarily halt trading on such Exchange when a decline in the S&P 500 Index during a single day reaches\ncertain thresholds (e.g., 7%, 13%, and 20%). Additional rules applicable to each exchange may halt trading in Shares when extraordinary\nvolatility causes sudden, significant swings in the market price of Shares. There can be no assurance that Shares will trade with any\nvolume, or at all, on any stock exchange. In stressed market conditions, the liquidity of Shares may begin to mirror the liquidity of\na Fund’s underlying portfolio holdings, which can be significantly less liquid than Shares.

Government\nRegulation of Derivatives Risk. It is possible that government regulation of various types of derivative instruments,\nincluding swap agreements, may limit or prevent the Fund from using such instruments as a part of its investment strategy, and could\nultimately prevent the Fund from being able to achieve its investment objective. It is impossible to predict fully the effects of\nlegislation and regulation in this area, but the effects could be substantial and adverse.

Indirect Investment Risk. The issuer of\nthe Underlying Security is not affiliated with the Trust, the Adviser, or any affiliates thereof and is not involved with this offering\nin any way, and has no obligation to consider the Funds in taking any corporate actions that might affect the value of the Funds. Investing\nin a Fund is not equivalent to investing in a Fund’s underlying security. Fund shareholders will not have voting rights or rights\nto receive dividends or other distributions or any other rights with respect to a Fund’s underlying security.

Intraday Investment Risk. The intraday\nperformance of the Fund’s shares traded in the secondary market will be different from the performance of the Fund when measured\nfrom the close of the market on a given trading day until the close of the market on the subsequent trading day. The exact exposure of\nan investment in the Fund intraday in the secondary market is a function of the difference between the value of the Underlying Security\nat the market close on the first trading day and the value of the Underlying Security at the time of purchase. For a 2X Long Fund, if\nthe Underlying Security gains value, the Fund’s net assets generally will increase, and if the Underlying Security declines in value,\nthe Fund’s net assets generally will decrease. For a 2X Short Fund, if the Underlying Security gains value, the Fund’s net\nassets generally will decrease, and if the Underlying Security declines in value, the Fund’s net assets generally will increase.\nTherefore, an investor that purchases shares intraday may experience performance that is greater than, or less than, the Fund’s\nstated investment objective.

If there is a significant intraday market event\nand/or the Underlying Security experiences a significant change in value, the Fund may not meet its investment objective, may not be able\nto rebalance its portfolio appropriately, or may experience significant premiums or discounts, or widened bid-ask spreads. Additionally,\nthe Fund may close prior to the close of trading on the Exchange and experience significant losses.

Inverse Leverage Risk. (2X Short\nAnthropic Only) The Fund obtains investment exposure in excess of its net assets by utilizing inverse leverage and may lose more money\nin market conditions that are adverse to its investment objective than a fund that does not utilize inverse leverage. An investment in\nthe Fund is exposed to the risk that an increase in the daily performance of the Underlying Security will be magnified due to the Fund’s\nleveraged inverse exposure. This means that an investment in the Fund will be reduced by an amount equal to 2% for every 1% daily increase\nin the Underlying Security, not including the costs of financing leverage and other operating expenses, which would further reduce its\nvalue. If the Underlying Security increases by 50% or more in a single trading day, the Fund could lose all or substantially all of its\nvalue. This would result in a total loss of a shareholder’s investment in one day even if the Underlying Security subsequently moves\nin the opposite direction and eliminates all or a portion of its earlier daily change. Inverse leverage will also have the effect of magnifying\nany differences in the Fund’s correlation with the Underlying Security and may increase the volatility of the Fund.

IPO Risk. The Fund expects to commence\noperations on or about the same date as the Underlying Security commences trading in connection with its IPO. As a result, the Fund will\nseek exposure to the Underlying Security, consistent with its investment objective, during a period in which the Underlying Security has\na limited trading history, limited publicly available information, uncertain market valuation and potentially significant price volatility.\nTrading in the Underlying Security may be subject to substantial fluctuations in price, wide bid-ask spreads, trading halts, limited liquidity,\nprice discovery challenges and other market disruptions that are more common following an IPO. The Fund may have difficulty obtaining\nexposure to the Underlying Security on terms that are consistent with its investment objective, particularly during the initial days or\nweeks following the IPO, which may cause the Fund not to meet its investment objective during this time. In addition, options, swaps or\nother derivatives referencing the Underlying Security may not be immediately available, may have limited liquidity, may be more expensive\nthan anticipated or may not provide the desired exposure. The Fund’s performance, ability to achieve its investment objective and\nability to rebalance its portfolio may be adversely affected by these conditions. These risks are likely to be heightened on the first\nday of trading and during the period immediately following the IPO.

For an inverse leveraged fund\nsuch as 2X Short Anthropic, these risks may be heightened immediately following an IPO, when sharp increases in the price of the Underlying\nSecurity may result in rapid and significant losses, potentially including a total loss of an investor’s investment in a single\nday.

Leverage Risk. (2X Long Anthropic Only) To achieve its\ndaily investment objective, the Fund employs leverage and is exposed to the risk that adverse daily performance of the Fund’s underlying\nsecurity will be magnified. This means that, if a Fund’s underlying security experiences adverse daily performance (meaning a decline\nin the value of the underlying security of the Fund), an investment in the Fund will be reduced by an amount equal to 2% for every 1%\nof adverse performance, not including the costs of financing leverage and other operating expenses, which would further reduce its value.

If the Underlying Security declines by 50% or\nmore in a single trading day, the Fund could lose all or substantially all of its value. A total loss may occur in a single trading day\neven if the Underlying Security does not lose all of its value. This would result in a total loss of a shareholder’s investment\nin one day even if its underlying security subsequently moves in the opposite direction and eliminates all or a portion of its earlier\ndaily change. Leverage will also have the effect of magnifying any differences in the Fund’s correlation with the underlying security\nor may increase the Fund’s volatility.

Liquidity Risk. The Fund’s investments are subject to liquidity risk, which exists when an investment is or becomes difficult to purchase or sell at a reasonable time and price. If a transaction is particularly large or if the relevant market is or becomes illiquid, it may reduce the potential returns of the Fund because it may be unable to sell the illiquid securities at an advantageous time or price, which may cause the Fund to suffer significant losses and difficulties in meeting redemptions. This is especially true given the limited number of market participants in certain markets in which the Fund may invest.

Market developments may cause the Fund’s investments to become less liquid and subject to erratic price movements, and may also cause the Fund to encounter difficulties in timely honoring redemptions, especially if market events cause an increased incidence of shareholder redemptions. If a number of securities held by the Fund stop trading or become illiquid, it may have a cascading effect and cause the Fund to halt trading. Volatility in market prices will increase the risk of the Fund being subject to a trading halt.

To the extent that an investment is deemed to be an illiquid investment or a less liquid investment, the Fund can expect to be exposed to greater liquidity risk.

New Fund Risk. The Funds have not commenced\ninvestment operations as of the date of this Prospectus. As a result, prospective investors have no track record or history on which\nto base their investment decisions. An investment in a Fund may therefore involve greater uncertainty than an investment in a fund with\nan established record of performance. In addition, there can be no assurance that a Fund will grow to or maintain an economically viable\nsize. The Fund’s distributor does not maintain an active market in Fund Shares.

Non-Diversification Risk. The Fund is considered to be non-diversified. This means that the Fund may invest more of its assets in the securities of a single issuer or a smaller number of issuers than if it were a diversified fund. As a result, the Fund may be more exposed to the risks associated with and developments affecting an individual issuer or a smaller number of issuers than a fund that invests more widely. This may increase the Fund’s volatility and cause the performance of a relatively smaller number of issuers to have a greater impact on the Fund’s performance.

Shorting\nRisk. (2X Short Anthropic Only) A short position is a financial transaction in which an investor sells an asset that\nthe investor does not own. In such a transaction, an investor’s short position appreciates when a reference asset falls in value.\nBy contrast, the short position loses value when the reference asset’s value increases. Because historically most assets have risen\nin value over the long term, short positions are expected to depreciate in value. Accordingly, short positions may be riskier and more\nspeculative than traditional investments. In addition, any income, dividends or payments by reference assets in which the Fund has a\nshort position will impose expenses on the Fund that reduce returns. The Fund may lose a substantial portion or all of its value in a\nshort period of time, including in a single day, if the Underlying Security experiences a significant increase in value. The Fund’s\nperformance over periods longer than one day will be the result of the compounding of daily returns, which may cause the Fund’s\nreturns to differ significantly from the inverse of the return of the Underlying Security for the same period.

The Fund\nwill obtain short exposure through the use of swap agreements and options contracts. To the extent that the Fund obtains short exposure\nfrom derivatives, the Fund may be exposed to heightened volatility or limited liquidity related to the reference asset of the underlying\nshort position, which will adversely impact the Fund’s ability to meet its investment objective or adversely impact its performance.\nIf the Fund were to experience this volatility or decreased liquidity, the Fund may be required to obtain short exposure through alternative\ninvestment strategies that may be less desirable or more costly to implement. If the reference asset underlying the short position is\nthinly traded or has a limited market, there may be a lack of available securities or counterparties for the Fund to enter into a short\nposition or obtain short exposure from a derivative.

Tax Risk. The Fund intends to pay dividends each taxable year to enable it to continue to satisfy the distribution requirements necessary to qualify for treatment as a regulated investment company (“RIC”). If the Fund were to distribute to its shareholders less than the minimum amount required for any year, the Fund would become subject to U.S. federal income tax for that year on all of its taxable income and recognized gains, even those distributed to its shareholders. In addition, a Fund may not earn more than 10% of its annual gross income from non-qualifying sources, such as gains from the sale of commodities and precious metals. This could make it more difficult for the Fund to pursue its investment strategy and maintain qualification as a RIC. In lieu of potential disqualification as a RIC, the Fund is permitted to pay a tax for certain failures to satisfy this income requirement, which, in general, are limited to those due to reasonable cause and not willful neglect.

In addition, to qualify for the favorable tax treatment generally available to RICs, the Fund must satisfy certain diversification requirements. In particular, the Fund generally may not acquire a security if, as a result of the acquisition, more than 50% of the value of the Fund’s assets would be invested in (a) issuers in which the Fund has, in each case, invested more than 5% of its assets or (b) issuers more than 10% of whose outstanding voting securities are owned by the Fund. If the Fund were to fail to satisfy the diversification requirements, it could incur penalty taxes and be forced to dispose of certain assets, or it could fail to qualify as a RIC. If the Fund were to fail to qualify as a RIC, it would be taxed in the same manner as an ordinary corporation, and distributions to its shareholders would not be deductible by the Fund in computing its taxable income.

PORTFOLIO HOLDINGS INFORMATION

Information about each Fund’s daily portfolio\nholdings is available at www.ThemesETFs.com. A summarized description of each Fund’s policies and procedures with respect to the\ndisclosure of each Fund’s portfolio holdings is available in the Funds’ Statement of Additional Information (“SAI”).

MANAGEMENT

The Funds are series of the Trust, a Delaware statutory trust, which is overseen by a board of trustees (the “Board”).

Investment Adviser

The Adviser has overall responsibility for the general management and administration of the Trust and each of its separate investment portfolios. The Adviser is a registered investment adviser with offices located at 34 East Putnam Avenue, Suite 112, Greenwich, Connecticut 06830. The Adviser has managed ETFs since 2023. The Adviser also arranges for transfer agency, custody, fund administration, and all other related services necessary for each Fund to operate. For its services, the Adviser receives a fee from each Fund, calculated daily and paid monthly, based on a percentage of each Fund’s average daily net assets, as shown in the following table:

\n \n \n \n \n \n \n \n \n \n \n \n \n

Name of Fund		Management Fee
Leverage Shares 2X Long Anthropic Daily ETF		0.75%
Leverage Shares 2X Short Anthropic Daily ETF		0.75%

Under the Investment Advisory Agreement between the Adviser and the Trust, on behalf of the Funds (the “Investment Advisory Agreement”), the Adviser has agreed to pay all expenses of each Fund, except for the fee paid to the Adviser pursuant to the Investment Advisory Agreement, interest charges on any borrowings, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, extraordinary expenses, and distribution (12b-1) fees and expenses.

The basis for the Board’s approval of the Investment Advisory Agreement for each Fund will be available in such Fund’s first Form N-CSR.

Portfolio Managers

The Funds’ portfolio managers are Calvin Tsang, Dingxun (Kevin) Shao and Paul Bartkowiak who are jointly and primarily responsible for the day-to-day management of each Fund’s portfolio.

Mr. Tsang joined the Adviser in March 2023 and serves as\nHead of Product Management and Development. Calvin has over eight years of experience as a portfolio manager. Prior to joining the Adviser, Calvin was a Portfolio Manager at Cboe Vest from January 2021 to December 2022, Multi-Asset Portfolio\nManager at QS Investors from May 2019 to December 2020, and Senior Portfolio Analyst at ProShares from August 2014 to May 2019.\nMr. Tsang is a CFA charterholder and a certified FRM. He holds a dual Bachelor’s Degree in Accounting and Economics from Binghamton\nUniversity.

Mr. Shao joined the Adviser in July 2023\nand serves as Vice President, Product Management and Development. Dingxun (Kevin) possesses over nine years of experience in the financial\nservices industry, including more than seven years dedicated to portfolio management. Prior to joining the Adviser,\nDingxun (Kevin) gained most of his portfolio management experience at ProShares, where he started in July 2016 as an Analyst and\nconcluded his tenure as an Associate Portfolio Manager in June 2023. Mr. Shao earned his Bachelor’s Degree with a dual\nmajor in Finance and Information Systems from the University of Maryland, College Park, Robert H. Smith School of Business.

Mr. Bartkowiak joined the Adviser in April\nof 2024 and serves as Vice President, Portfolio Management. Paul has almost a decade of asset management experience. Paul most recently\nserved as a Senior Portfolio Analyst at ProShares from 2021 to April 2024. Paul’s time at ProShares was split between their\nFICC and Currency, International Equity, and Commodity teams. In addition to his responsibilities to manage the firm’s ETFs, Mr. Bartkowiak\nwas a member of ProShares’ Credit Team. Mr. Bartkowiak completed his undergraduate studies at the University of Dayton and\nMBA at Saint Louis University.

The SAI provides additional information about\nthe Portfolio Managers’ compensation structure, other accounts managed by the Portfolio Managers, and the Portfolio Managers’\nownership of Shares of each Fund for which they are portfolio managers.

ADDITIONAL INFORMATION ON BUYING AND SELLING FUND SHARES

Most investors will buy and sell Shares of the Funds through brokers. Shares of each Fund trade on the applicable exchange as listed on the cover of this Prospectus and elsewhere during the trading day and can be bought and sold throughout the trading day like other shares of publicly traded securities. When buying or selling Shares through a broker, most investors will incur customary brokerage commissions and charges. Shares of each Fund trade under the trading symbol listed on the cover of this Prospectus. Only authorized participants (“Authorized Participants” or “APs”) who have entered into agreements with the Funds’ distributor may acquire Shares directly from a Fund, and only APs may tender their Shares for redemption directly to each Fund, at NAV in Creation Units. Once created, Shares trade in the secondary market in amounts less than a Creation Unit.

Share Trading Prices

Transactions in each Fund’s Shares will be priced at NAV only if you purchase Shares directly from each Fund in Creation Units. As with other types of securities, the trading prices of Shares in the secondary market can be affected by market forces such as supply and demand, economic conditions and other factors. The price you pay or receive when you buy or sell your Shares in the secondary market may be more or less than the NAV of such Shares.

Determination of Net Asset Value

The NAV of each Fund’s Shares is calculated each day the New York Stock Exchange (“NYSE”) is open for trading as of the close of regular trading on the NYSE, generally 4:00 p.m. Eastern Time (the “NAV Calculation Time”). If the NYSE closes before 4:00 p.m. Eastern Time, as it occasionally does, the NAV Calculation Time will be the time the NYSE closes. In addition, any U.S. fixed-income assets may be valued as of the announced closing time of trading in fixed income instruments on any day that the Securities Industry and Financial Markets Association announces an early closing time. Each Fund’s NAV per share is calculated by dividing the Fund’s net assets by the number of Fund Shares outstanding.

In calculating its NAV, each Fund generally values its assets on the basis of market quotations, last sale prices, or estimates of value furnished by a pricing service or brokers who make markets in such instruments. Debt obligations with maturities of 60 days or less are valued at amortized cost.

Fair Value Pricing

The Board has adopted procedures and methodologies to fair value Fund investments whose market prices are not “readily available” or are deemed to be unreliable. For example, such circumstances may arise when: (i) a security has been delisted or has had its trading halted or suspended; (ii) a security’s primary pricing source is unable or unwilling to provide a price; (iii) a security’s primary trading market is closed during regular market hours; or (iv) a security’s value is materially affected by events occurring after the close of the security’s primary trading market. Generally, when fair valuing an investment, the Adviser will take into account all reasonably available information that may be relevant to a particular valuation including, but not limited to, fundamental analytical data regarding the issuer, information relating to the issuer’s business, recent trades or offers of the security, general and/or specific market conditions and the specific facts giving rise to the need to fair value the security. The Adviser makes fair value determinations in good faith and in accordance with the fair value methodologies included in the Board-adopted valuation procedures. Due to the subjective and variable nature of fair value pricing, there can be no assurance that the Adviser will be able to obtain the fair value assigned to the investment upon the sale of such investment.

Dividends and Distributions

Each Fund expects to pay out dividends, if any, on an annual basis. Nonetheless, each Fund may make more frequent dividend payments. Each Fund expects to distribute its net realized capital gains to investors annually. Each Fund occasionally may be required to make supplemental distributions at some other time during the year. Distributions in cash may be reinvested automatically in additional whole Shares only if the broker through whom you purchased Shares makes such option available. Your broker is responsible for distributing the income and capital gain distributions to you.

Book Entry

Shares of each Fund are held in book-entry form, which means that no stock certificates are issued. The Depository Trust Company (“DTC”) or its nominee is the record owner of all outstanding Shares of each Fund.

Investors owning Shares of each Fund are beneficial owners as shown on the records of DTC or its participants. DTC serves as the securities depository for all Shares of each Fund. Participants include DTC, securities brokers and dealers, banks, trust companies, clearing corporations, and other institutions that directly or indirectly maintain a custodial relationship with DTC. As a beneficial owner of Shares, you are not entitled to receive physical delivery of stock certificates or to have Shares registered in your name, and you are not considered a registered owner of Shares. Therefore, to exercise any right as an owner of Shares, you must rely upon the procedures of DTC and its participants. These procedures are the same as those that apply to any securities that you hold in book-entry or “street name” form. Your broker will provide you with account statements, confirmations of your purchases and sales, and tax information.

Delivery of Shareholder Documents – Householding

Householding is an option available to certain investors of each Fund. Householding is a method of delivery, based on the preference of the individual investor, in which a single copy of certain shareholder documents can be delivered to investors who share the same address, even if their accounts are registered under different names. Householding for each Fund is available through certain broker-dealers. If you are interested in enrolling in householding and receiving a single copy of prospectuses and other shareholder documents, please contact your broker-dealer. If you are currently enrolled in householding and wish to change your householding status, please contact your broker-dealer.

Frequent Purchases and Redemptions of Fund Shares

Each Fund imposes no restrictions on the frequency of purchases and redemptions of Fund Shares. In determining not to impose such restrictions, the Board evaluated the risks of market timing activities by Fund shareholders. Purchases and redemptions by APs, who are the only parties that may purchase or redeem Shares directly with a Fund, are an essential part of the ETF process and help keep Fund share trading prices in line with NAV. As such, each Fund accommodates frequent purchases and redemptions by APs. However, the Board has also determined that frequent purchases and redemptions for cash may increase tracking error and portfolio transaction costs and may lead to the realization of capital gains. To minimize these potential consequences of frequent purchases and redemptions, each Fund imposes transaction fees on purchases and redemptions of Creation Units to cover the custodial and other costs incurred by the Fund in effecting trades. In addition, each Fund and the Adviser reserve the right to reject any purchase order at any time.

Investments by Registered Investment Companies

Section 12(d)(1) of the Investment Company Act of 1940, as amended (“1940 Act”) restricts investments by registered investment companies in the securities of other investment companies, including Shares. Registered investment companies are permitted to invest in a Fund beyond the limits set forth in section 12(d)(1) subject to certain terms and conditions set forth in Rule 12d1-4 under the 1940 Act, including that such investment companies enter into an agreement with the Fund.

Provisions in the Trust’s Governing Documents Regarding Shareholder Derivative Claims

As described further in the Trust’s Agreement and Declaration of Trust, no person, other than a Trustee, who is not a Shareholder of a particular Series (or class) shall be entitled to bring any derivative action, suit or other proceeding on behalf of the Trust with respect to such Series (or class). No Shareholder of a Series or (or class) may maintain a derivative action on behalf of the Trust with respect to such Series (or class) unless holders of at least ten percent (10%) of the outstanding Shares of such Series (or class) join in the bringing of such action; except that this provision will not apply to claims brought under the U.S. federal securities laws. In addition to the requirements set forth in Section 3816 of the Delaware Act, a Shareholder may bring a derivative action on behalf of the Trust with respect to a Series (or class) only if the following conditions are met: (i) the Shareholder or Shareholders must make a pre-suit demand upon the Trustees to bring the subject action unless an effort to cause the Trustees to bring such an action is not likely to succeed; and a demand on the Trustees shall only be deemed not likely to succeed and therefore excused if a majority of the Trustees, or a majority of any committee established to consider the merits of such action, has a personal financial interest in the transaction at issue, and a Trustee shall not be deemed interested in a transaction or otherwise disqualified from ruling on the merits of a Shareholder demand by virtue of the fact that such Trustee receives remuneration for his service as a Trustee of the Trust or as a trustee or director of one or more investment companies that are under common management with or otherwise affiliated with the Trust; and (ii) unless a demand is not required under clause (i) of this paragraph, the Trustees must be afforded a reasonable amount of time to consider such Shareholder request and to investigate the basis of such claim; and the Trustees shall be entitled to retain counsel or other advisors in considering the merits of the request and may require an undertaking by the Shareholders making such request to reimburse the Trust for the expense of any such advisors in the event that the Trustees determine not to bring such action (except that the provision allowing the Trustees to require an undertaking by the Shareholders to reimburse the Trust for the expense of any such advisors will not apply to claims brought under the U.S. federal securities laws).

ADDITIONAL TAX INFORMATION

The following information is meant as a general summary for U.S. shareholders. Additional tax information appears in the SAI. Shareholders should rely on their own tax advisers for advice about the particular U.S. federal, state and local tax consequences to them of investing in a Fund.

Each Fund will distribute substantially all of its income and gains to its shareholders every year. Dividends paid by the Funds derived from net investment income, if any, will generally be paid annually and capital gains distributions, if any, will be made at least annually. Although the Funds will not be taxed on amounts they distribute, shareholders will generally be taxed on distributions, regardless of whether distributions are paid by the Funds in cash or are reinvested in additional Fund shares.

Distributions generally will be taxable as qualified dividend income, long-term capital gain, or ordinary income. Qualified dividend income generally includes dividends paid by U.S. corporations and certain qualifying foreign corporations, provided the foreign corporation is not a passive foreign investment company. Any distribution resulting from such qualified dividend income received by a Fund will be designated as qualified dividend income. If a Fund designates a distribution as qualified dividend income, it generally will be taxable to individual shareholders at the long-term capital gains tax rate provided certain holding period and other requirements are met. If a Fund designates a distribution as a capital gains distribution, it generally will be taxable to shareholders as long-term capital gain, regardless of how long the shareholders have held their Fund shares. Short-term capital gains may be realized and any distribution resulting from such gains will be taxed at ordinary income tax rates. All taxable dividends paid by a Fund other than those designated as qualified dividend income or capital gain distributions will be taxable as ordinary income to shareholders.

Taxable distributions paid by a Fund to corporate shareholders will be taxed at corporate U.S. federal income tax rates. Corporate shareholders may be entitled to a dividends-received deduction (“DRD”) for a portion of the dividends paid and designated by the Fund as qualifying for the DRD provided certain holding period and other requirements are met.

If a Fund declares a dividend in October, November or December but pays it in January, it will be taxable to shareholders as if the dividend had been received in the year in which it was declared. Every year, each shareholder will receive a statement detailing the tax status of any Fund distributions for that year. Distributions may be subject to U.S. state and local taxes, as well as U.S. federal income taxes.

In general, a shareholder who sells or redeems shares will realize a capital gain or loss, which will be long-term or short-term depending upon the shareholder’s holding period for the Fund shares. An exchange of shares may be treated as a sale and may be subject to tax.

Each Fund may be required to backup withhold U.S. federal income tax for all taxable distributions payable to shareholders who fail to provide the applicable Fund with their correct taxpayer identification numbers and to make required certifications, or who have been notified by the IRS that they are subject to backup withholding. Backup withholding is not an additional tax. Rather, it is a way in which the IRS ensures it will collect taxes otherwise due. Any amounts backup withheld may be credited against a shareholder’s U.S. federal income tax liability.

Shareholders should consult with their own tax advisers to ensure that distributions and sale of Fund shares are treated appropriately on their U.S. federal income tax and other returns.

At the time that this prospectus was being prepared, various administrative and legislative changes to the U.S. federal tax laws are under consideration, but it is not possible at this time to determine whether any of these changes will take place or what the changes might entail.

The foregoing discussion summarizes some of the possible consequences under current U.S. federal income tax law of an investment in a Fund. It is not a substitute for personal tax advice. Consult your personal tax adviser about the potential tax consequences of an investment in the shares under all applicable tax laws. See “US Federal Income Taxes” in the SAI for more information.

DISTRIBUTION

The Funds’ distributor, ALPS Distributors, Inc. (the “Distributor”), is a broker-dealer registered with the SEC. The Distributor distributes Creation Units for each Fund on an agency basis and does not maintain a secondary market in Shares. The Distributor has no role in determining the policies of each Fund or the securities that are purchased or sold by each Fund. The Distributor’s principal address is 1290 Broadway, Suite 1000, Denver, Colorado 80203.

For all Funds, the Board has adopted a Distribution and Service Plan (the “Plan”) pursuant to Rule 12b-1 under the 1940 Act. In accordance with the Plan, each Fund is authorized to pay an amount up to 0.25% of its average daily net assets each year for certain distribution-related activities and shareholder services.

No Rule 12b-1 fees are currently paid by the Funds, and there are no plans to impose these fees. However, in the event Rule 12b-1 fees are charged in the future, because the fees are paid out of a Fund’s assets, over time these fees will increase the cost of your investment and may cost you more than certain other types of sales charges.

PREMIUM/DISCOUNT INFORMATION

Information regarding how often Shares of the Funds traded on the Exchange at a price above (i.e., at a premium) or below (i.e., at a discount) the NAV of the applicable Fund is available on the Funds’ website at www.ThemesETFs.com.

FINANCIAL HIGHLIGHTS

The Funds are newly organized and therefore have not yet had any operations as of the date of this Prospectus and do not have financial highlights to present at this time.

The Funds’ current SAI, dated October 27, 2026, as supplemented from time to time, provides additional detailed information about each Fund. The SAI is on file with the SEC and is herein incorporated by reference into this Prospectus.

Additional information about each Fund’s investments is available in the Funds’ annual and semi-annual reports to shareholders (when available). In the annual report you will find a discussion of the market conditions and investment strategies that significantly affected each Fund’s performance.

To make shareholder inquiries, for more detailed information on each Fund, or to request the SAI or annual or semi-annual shareholder reports (once available) free of charge, please:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Call:	1-866-5Themes (1-866-584-3637)	Write:
	\n Monday through Friday \n 8:00 a.m. – 5:00 p.m. (Central time)	\n Themes ETF Trust \n c/o U.S. Bank Global Fund Services, LLC
		P.O. Box 701
Visit:	www.ThemesETFs.com	Milwaukee, Wisconsin 53202

Shareholder reports and other information about the Funds are also available:

\n \n \n \n \n

●

Free of charge from the SEC’s EDGAR database on the SEC’s website at http://www.sec.gov; or

\n \n \n \n \n

●

For a fee, by e-mail request to publicinfo@sec.gov.

No person is authorized to give any information or to make any representations about each Fund and its Shares not contained in this Prospectus and you should not rely on any other information. Read and keep this Prospectus for future reference.

The Trust’s SEC Investment Company Act file number is 811-23872.

THEMES ETF TRUST

\n \n \n \n \n \n \n \n \n

ANUU		Leverage Shares 2X Long Anthropic Daily ETF
ANDD		Leverage Shares 2X Short Anthropic Daily ETF

All ETFs Listed on Cboe BZX Exchange, Inc.

STATEMENT OF ADDITIONAL INFORMATION

October 27, 2026

This Statement of Additional Information (“SAI”) is not a Prospectus. It should be read in conjunction with the current Prospectus, as may be revised from time to time (“Prospectus”), for the exchange traded funds (“ETFs”) listed above (each a “Fund” and collectively the “Funds”), each a separate series of Themes ETF Trust (the “Trust”). The current Prospectus for the Funds is dated October 27, 2026. Capitalized terms used herein that are not defined have the same meaning as in the Prospectus, unless otherwise noted. A copy of the Prospectus for the Funds may be obtained, without charge, by calling 1-866-5Themes (1-866-584-3637), visiting www.ThemesETFs.com, or writing to Themes ETF Trust, c/o U.S. Bank Global Fund Services, P.O. Box 701, Milwaukee, Wisconsin 53201-0701.

An investment in a Fund is not a deposit of any bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation, or any other government agency or any bank. An investment in a Fund involves investment risks, including possible loss of principal.

TABLE OF CONTENTS

GENERAL DESCRIPTION OF THE TRUST AND THE FUNDS		1
INVESTMENT STRATEGIES AND RISKS		1
GENERAL RISKS		1
SPECIFIC INVESTMENT STRATEGIES		3
INVESTMENT LIMITATIONS		11
PORTFOLIO HOLDINGS DISCLOSURE POLICIES AND PROCEDURES		12
CONTINUOUS OFFERING		13
MANAGEMENT OF THE TRUST		14
INVESTMENT ADVISER		19
The Administrator AND Transfer AgenT		22
THE CUSTODIAN		22
THE DISTRIBUTOR		22
LEGAL COUNSEL		24
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		24
BROKERAGE TRANSACTIONS		24
ADDITIONAL INFORMATION CONCERNING THE TRUST		27
LIMITATION OF TRUSTEES’ LIABILITY		29
PURCHASE AND REDEMPTION OF SHARES IN CREATION UNITS		29
DETERMINATION OF NAV		35
DIVIDENDS AND DISTRIBUTIONS		36
US FEDERAL INCOME TAXES		36
FINANCIAL STATEMENTS		45
APPENDIX A		A-1

GENERAL DESCRIPTION OF THE TRUST AND THE FUNDS

The Trust was organized as a Delaware statutory trust on February 22, 2023 and is authorized to issue multiple series or portfolios. The Trust is an open-end, management investment company, registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The offering of the Trust’s shares is registered under the Securities Act of 1933, as amended (the “Securities Act”). Each Fund’s ticker symbol appears on the cover of this SAI, and references to specific Funds in the sections below will refer to such Funds by their ticker symbol.

Each Fund’s investment objective and principal investment strategies are described in the prospectus. Each Fund is “non-diversified” as that term is defined in the 1940 Act. As a non-diversified fund, each Fund is permitted to invest in fewer securities at any one time than a diversified fund. The following information supplements, and should be read in conjunction with, the prospectus.

Themes Management Company LLC (the “Adviser”) is the investment adviser to the Funds. ALPS Distributors, Inc. is the distributor (the “Distributor”) of the shares of the Funds.

The Funds issue and redeem shares (“Shares”)\nat net asset value per share (“NAV”) only in large blocks of Shares (“Creation Units” or “Creation Unit\nAggregations”). These transactions generally are effected for cash, although the Funds may also effect creations and redemptions\nin-kind or through a combination of cash and securities. As a practical matter, only institutions or large investors (authorized participants)\nwho have entered into agreements with the Trust’s Distributor, can purchase or redeem Creation Units. Except when aggregated in\nCreation Units, Shares of the Funds are not individually redeemable securities.

Shares of the Funds are listed on Cboe BZX Exchange, Inc. (the “Exchange”), and trade throughout the day on the Exchange and other secondary markets at market prices that may differ from NAV. As in the case of other publicly traded securities, brokers’ commissions on transactions will be based on negotiated commission rates at customary levels.

The Trust reserves the right to adjust the prices of Shares in the future to maintain convenient trading ranges for investors. Any adjustments would be accomplished through stock splits or reverse stock splits, which would have no effect on the net assets of the applicable Fund.

INVESTMENT STRATEGIES AND RISKS

Each Fund’s investment objective, principal investment strategies and associated risks are described in the Funds’ Prospectus. The sections below supplement these principal investment strategies and risks and describe each Fund’s additional investment policies and the different types of investments that may be made by a Fund as a part of its non-principal investment strategies. With respect to each Fund’s investments, unless otherwise noted, if a percentage limitation on investment is adhered to at the time of investment or contract, a subsequent increase or decrease as a result of market movement or redemption will not result in a violation of such investment limitation.

Each Fund intends to qualify each year as a regulated investment company (a “RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), so that it will not be subject to US federal income tax on income and gains that are timely distributed to Fund shareholders. The Funds will invest their assets, and otherwise conduct their operations, in a manner that is intended to satisfy the qualifying income, diversification and distribution requirements necessary to establish and maintain RIC qualification under Subchapter M of the Code.

GENERAL RISKS

An investment in a Fund should be made with an understanding that the value of that Fund’s portfolio securities may fluctuate in accordance with changes in the financial condition of an issuer or counterparty, changes in specific economic, political, public health or cyber conditions that affect a particular security or issuer and changes in general economic, political, public health or cyber conditions. An investor in the Funds could lose money over short or long periods of time.

An investment in a Fund should also be made with an understanding of the risks inherent in an investment in equity securities, including the risk that the financial condition of issuers may become impaired or that the general condition of the stock market may deteriorate (either of which may cause a decrease in the value of a Fund’s portfolio securities and therefore a decrease in the value of Shares of that Fund). Common stocks are susceptible to general stock market fluctuations and to volatile increases and decreases in value as market confidence and perceptions change. These investor perceptions are based on various and unpredictable factors, including expectations regarding government, economic, monetary and fiscal policies; inflation and interest rates; economic expansion or contraction; and global or regional political, economic, public health, cyber, or banking crises.

Holders of common stocks incur more risk than holders of preferred stocks and debt obligations because common stockholders, as owners of the issuer, generally have inferior rights to receive payments from the issuer in comparison with the rights of creditors or holders of debt obligations or preferred stocks. Further, unlike debt securities, which typically have a stated principal amount payable at maturity (whose value, however, is subject to market fluctuations prior thereto), or preferred stocks, which typically have a liquidation preference and which may have stated optional or mandatory redemption provisions, common stocks have neither a fixed principal amount nor a maturity. Common stock values are subject to market fluctuations as long as the common stock remains outstanding.

There can be no guarantee that a liquid market for the securities held by the Funds will be maintained. The existence of a liquid trading market for certain securities may depend on whether dealers will make a market in such securities. There can be no assurance that a market will be made or maintained or that any such market will be or remain liquid. The price at which securities may be sold and the value of the Shares will be adversely affected if trading markets for a Fund’s portfolio securities are limited or absent, or if bid/ask spreads are wide.

Cybersecurity Risk. As the use of technology has become more prevalent in the course of business, the Funds may be more susceptible to operational and financial risks associated with cyber security, including: theft, loss, misuse, improper release, corruption and destruction of, or unauthorized access to, confidential or highly restricted data relating to a Fund and its shareholders; and compromises or failures to systems, networks, devices and applications relating to the operations of a Fund and its service providers. Cyber security risks may result in financial losses to a Fund and its shareholders; the inability of a Fund to transact business with its shareholders; delays or mistakes in the calculation of a Fund’s NAV or other materials provided to shareholders; the inability to process transactions with shareholders or other parties; violations of privacy and other laws; regulatory fines, penalties and reputational damage; and compliance and remediation costs, legal fees and other expenses. A Fund’s service providers (including, but not limited to, its investment adviser, any sub-advisers, administrator, transfer agent, and custodian or their agents), financial intermediaries, companies in which a Fund invests and parties with which a Fund engages in portfolio or other transactions also may be adversely impacted by cyber security risks in their own businesses, which could result in losses to a Fund or its shareholders. While measures have been developed which are designed to reduce the risks associated with cyber security, there is no guarantee that those measures will be effective, particularly since the Funds do not directly control the cyber security defenses or plans of their service providers, financial intermediaries and companies in which they invest or with which they do business.

Pandemic Risk. Outbreaks of infectious disease, epidemics or pandemics may adversely affect local, regional and global economies and financial markets. Such events may result in, among other things, significant market volatility, exchange trading suspensions and closures, restrictions on travel or business operations, supply chain disruptions, labor shortages and disruptions to the operations of issuers, counterparties and service providers. The impact of any outbreak, epidemic or pandemic may be significant and could adversely affect the value and liquidity of a Fund’s investments and the Fund’s ability to achieve its investment objective.

A discussion of some of the other risks associated with investments in the Funds is contained in each Fund’s Prospectus.

SPECIFIC INVESTMENT STRATEGIES

The following are descriptions of the Funds’ permitted investments and investment practices and the associated risk factors. A Fund will only invest in any of the following instruments or engage in any of the following investment practices if such investment or activity is consistent with a Fund’s investment objective and permitted by a Fund’s stated investment policies. See the Funds’ prospectus for additional information on the Funds’ investment practices and the associated risk factors.

SWAPS. Each\nFund may enter into total return swaps to obtain leveraged long or inverse exposure to the Underlying Security, consistent with its investment objective. They also may be used as a means of obtaining exposure in markets where the reference asset\nis unavailable or it may otherwise be impossible or impracticable for a Fund to own that asset. “Total return” refers to\nthe payment (or receipt) of the total return on the underlying reference asset, which is then exchanged for the receipt (or payment)\nof an interest rate. Total return swaps provide a Fund with the additional flexibility of gaining exposure to an underlying stock in\na potentially more economical way.

Most swaps entered into by a Fund provide for the calculation and settlement of the obligations of the parties to the agreement on a “net basis” with a single payment. Consequently, a Fund’s current obligations (or rights) under a swap will generally be equal only to the net amount to be paid or received under the agreement based on the relative values of the positions held by each party to the agreement (the “net amount”). Other swaps may require initial premium (discount) payments as well as periodic payments (receipts) related to the interest leg of the swap or to the return on the reference entity. A Fund’s current obligations under the types of swaps that the Funds expect to enter into (e.g., total return swaps) will be accrued daily (offset against any amounts owed to a Fund by the counterparty to the swap) and any accrued but unpaid net amounts owed to a swap counterparty will be collateralized by the Fund posting collateral to a tri-party account between the Fund’s custodian, the Fund, and the counterparty. However, typically no payments will be made until the settlement date.

Swap agreements do not involve the delivery of securities or other underlying assets. Accordingly, if a swap is entered into on a net basis and if the counterparty to a swap agreement defaults, a Fund’s risk of loss consists of the net amount of payments that the Fund is contractually entitled to receive, if any.

In recent years, regulators across the globe, including the U.S. Commodity Futures Trading Commission (“CFTC”) and the U.S. banking regulators, have adopted collateral requirements applicable to uncleared swaps. While a Fund is not directly subject to these requirements, where a Fund’s counterparty is subject to the requirements, uncleared swaps between a Fund and that counterparty are required to be marked-to-market on a daily basis, and collateral is required to be exchanged to account for any changes in the value of such swaps. The rules impose a number of requirements as to these exchanges of collateral, including as to the timing of transfers, the type of collateral (and valuations for such collateral) and other matters that may be different than what a Fund would agree with its counterparty in the absence of such regulation. In all events, where a Fund is required to post collateral to its swap counterparty, such collateral will be posted to an independent bank custodian, where access to the collateral by the swap counterparty will generally not be permitted unless a Fund is in default on its obligations to the swap counterparty.

In addition to the variation margin requirements,\nregulators have adopted “initial” margin requirements applicable to uncleared swaps. Where applicable, these rules require\nparties to an uncleared swap to post, to a custodian that is independent from the parties to the swap, collateral (in addition to any\nvariation margin noted above) in an amount that is either (i) specified in a schedule in the rules or (ii) calculated by the regulated\nparty in accordance with a model that has been approved by that party’s regulator(s). Since September 1, 2022, the initial margin\nrules have applied to swap trading relationships of entities with average aggregate notional amounts that exceed $8 billion. These rules\nmay impose significant costs on a Fund’s ability to engage in uncleared swaps and, as such, could adversely affect the Adviser’s\nability to manage a Fund, may impair a Fund’s ability to achieve its investment objective and/or may result in reduced returns to\na Fund’s investors.

The Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) and related regulatory developments have imposed comprehensive new regulatory requirements on swaps and swap market participants. The regulatory framework includes: (1) registration and regulation of swap dealers and major swap participants; (2) requiring central clearing and execution of standardized swaps; (3) imposing collateral requirements on Swap transactions; (4) regulating and monitoring swap transactions through position limits and large trader reporting requirements; and (5) imposing recordkeeping and centralized and public reporting requirements, on an anonymous basis, for most swaps. The CFTC is responsible for the regulation of most swaps. The SEC has jurisdiction over a small segment of the market referred to as “security-based swaps,” which includes swaps on single securities or credits, or narrow-based indices of securities or credits.

Uncleared swaps. In an uncleared swap, the swap counterparty is typically a brokerage firm, bank or other financial institution. A Fund customarily enters into uncleared swaps based on the standard terms and conditions of an International Swaps and Derivatives Association (“ISDA”) Master Agreement. ISDA is a voluntary industry association of participants in the OTC derivatives markets that has developed standardized contracts used by such participants that have agreed to be bound by such standardized contracts. In the event that one party to a swap transaction defaults and the transaction is terminated prior to its scheduled termination date, one of the parties may be required to make an early termination payment to the other. An early termination payment may be payable by either the defaulting or non-defaulting party, depending upon which of them is “in-the-money” with respect to the swap at the time of its termination. Early termination payments may be calculated in various ways, but are intended to approximate the amount the “in-the-money” party would have to pay to replace the swap as of the date of its termination. During the term of an uncleared swap, a Fund will be required to pledge to the swap counterparty, from time to time, an amount of cash and/or other assets equal to the total net amount (if any) that would be payable by a Fund to the counterparty if all outstanding swaps between the parties were terminated on the date in question, including any early termination payments. Periodically, changes in the amount pledged are made to recognize changes in value of the contract resulting from, among other things, interest on the notional value of the contract, market value changes in the underlying investment, and/or dividends paid by the issuer of the underlying instrument. Likewise, the counterparty will be required to pledge cash or other assets to cover its obligations to a Fund. However, the amount pledged may not always be equal to or more than the amount due to the other party. Therefore, if a counterparty defaults in its obligations to a Fund, the amount pledged by the counterparty and available to a Fund may not be sufficient to cover all the amounts due to a Fund and the Fund may sustain a loss. Applicable regulations require certain market participants to exchange initial margin with respect to uncleared swaps when specified thresholds are exceeded. To the extent applicable to a Fund’s swap transactions, these requirements may require the Fund to post initial margin in addition to variation margin and may increase the costs associated with the Fund’s use of uncleared swaps.

Cleared swaps. Certain standardized swaps are subject to mandatory central clearing and exchange-trading. The Dodd-Frank Act and implementing rules require certain standardized swaps to be centrally cleared and, where applicable, executed on a swap execution facility or other regulated trading facility. Additional categories of swaps may become subject to mandatory clearing or trade execution requirements in the future. Central clearing is intended to reduce counterparty credit risk and increase liquidity, but central clearing does not eliminate these risks and may involve additional costs and risks not associated with uncleared swaps. To date, the CFTC has designated only certain of the most common types of credit default index swaps and interest rate swaps as subject to mandatory clearing and certain public trading facilities have made certain of those cleared swaps available to trade, but it is expected that additional categories of swaps will in the future be designated as subject to mandatory clearing and trade execution requirements. In a cleared swap, a Fund’s ultimate counterparty is a central clearinghouse rather than a brokerage firm, bank or other financial institution. Cleared swaps are submitted for clearing through each party’s futures commission merchant (“FCM”), which must be a member of the clearinghouse that serves as the central counterparty. Transactions executed on a swap execution facility may increase market transparency and liquidity but may require a Fund to incur increased expenses to access the same types of swaps that it has used in the past. When a Fund enters into a cleared swap, it must deliver to the central counterparty (via the FCM) initial margin. The initial margin requirements are determined by the central counterparty, and are typically calculated as an amount equal to the volatility in market value of the cleared swap over a fixed period, but an FCM may require additional collateral above the amount required by the central counterparty. During the term of the swap agreement, an additional collateral amount may also be required to be paid by a Fund or may be received by a Fund in accordance with collateral controls set for such accounts. If the value of the Fund’s cleared swap declines, the Fund will be required to make additional payments to the FCM to settle the change in value. Conversely, if the market value of a Fund’s position increases, the FCM will post additional amounts to the Fund’s account. At the conclusion of the term of the swap agreement, if a Fund has a loss equal to or greater than the collateral amount, the collateral amount is paid to the FCM along with any loss in excess of the collateral amount. If a Fund has a loss of less than the collateral amount, the excess collateral is returned to a Fund. If a Fund has a gain, the full collateral amount and the amount of the gain is paid to a Fund.

The regulation of cleared and uncleared swaps, as well as other derivatives, is a rapidly changing area of law and is subject to modification by government and judicial action. In addition, the SEC, CFTC and the exchanges are authorized to take extraordinary actions in the event of a market emergency, including, for example, the implementation or reduction of speculative position limits, the implementation of higher collateral requirements, the establishment of daily price limits and the suspension of trading. It is not possible to predict fully the effects of current or future regulation. However, it is possible that developments in government regulation of various types of derivative instruments, such as speculative position limits on certain types of derivatives, or limits or restrictions on the counterparties with which a Fund engages in derivative transactions, may limit or prevent the Fund from using or limit the Fund’s use of these instruments effectively as a part of its investment strategy, and could adversely affect the Fund’s ability to achieve its investment goal. The Adviser will continue to monitor developments in the area, particularly to the extent regulatory changes affect a Fund’s ability to enter into desired swap agreements. New requirements, even if not directly applicable to a Fund, may increase the cost of a Fund’s investments and cost of doing business.

OPTIONS. Each Fund\nmay purchase and write standardized exchange-traded and FLexible EXchange^® (“FLEX”) call and put options on\nthe Underlying Security. The Funds will only purchase and write options that are listed for trading on regulated U.S. securities exchanges.\nStandardized exchange-traded options have standardized terms, including strike price, expiration date and exercise style. FLEX Options\nare exchange-listed options that permit customization of certain contract terms, including strike price, expiration date and exercise\nstyle. Options traded on U.S. securities exchanges are cleared and guaranteed for settlement by the Options Clearing Corporation (“OCC”),\nwhich reduces, but does not eliminate, counterparty and settlement risk.

An option is a contract that gives the purchaser of the option, in return for the premium paid, the right, but not the obligation, to buy the underlying security from the writer of the option, in the case of a call option, or to sell the underlying security to the writer of the option, in the case of a put option, at a specified exercise price during the term of the option or at expiration, depending on the exercise style of the option. The writer of an option receives a premium and assumes the obligation to purchase or sell the underlying security if the option is exercised. The premium paid or received for an option generally reflects, among other things, the relationship between the exercise price and the market price of the underlying security, the actual or expected volatility of the underlying security, the time remaining until expiration, interest rates, dividends, supply and demand and other market conditions.

The Funds may use American-style options, which generally may be exercised at any time prior to expiration, or European-style options, which generally may be exercised only at expiration. A Fund may close an option position prior to expiration by entering into an offsetting transaction, may exercise an option it has purchased, or may allow an option it has purchased to expire. There can be no assurance that a liquid secondary market will exist for any particular option at any particular time.

Call Options. A Fund may purchase call options on the Underlying Security to obtain long exposure to the Underlying Security. A purchased call option gives the Fund the right to purchase the Underlying Security at the exercise price. If the value of the Underlying Security does not increase sufficiently relative to the exercise price before expiration, a purchased call option may decline in value or expire worthless, in which case the Fund could lose all or a portion of the premium paid, together with related transaction costs.

A Fund also may write call options on the Underlying Security. A written call option obligates the Fund, upon exercise, to sell the Underlying Security or otherwise make settlement in accordance with the terms of the option. The Fund receives a premium for writing the option. If the value of the Underlying Security increases above the exercise price, the value of the written call generally will increase against the Fund, and the Fund may incur losses. The potential loss from a written call option may be substantial and, depending on the manner in which the position is maintained and settled, may not be limited to the premium received.

Put Options. A Fund may purchase put options on the Underlying Security to obtain inverse exposure to the Underlying Security. A purchased put option gives the Fund the right to sell the Underlying Security at the exercise price. If the value of the Underlying Security does not decline sufficiently relative to the exercise price before expiration, a purchased put option may decline in value or expire worthless, in which case the Fund could lose all or a portion of the premium paid, together with related transaction costs.

A Fund also may write put options on the Underlying Security. A written put option obligates the Fund, upon exercise, to purchase the Underlying Security or otherwise make settlement in accordance with the terms of the option. The Fund receives a premium for writing the option. If the value of the Underlying Security declines below the exercise price, the value of the written put generally will increase against the Fund, and the Fund may incur substantial losses.

Option\nCombinations. The Funds may use combinations of purchased and written options to obtain exposure to the Underlying Security. A 2X\nLong ETF may, among other strategies, purchase a call option and write a put option on the Underlying Security having the same\nor substantially similar strike price and expiration date. Such a position, commonly referred to as a “synthetic forward,”\nis designed to provide economic exposure similar to a long position in the Underlying Security.

A\n2X Short ETF may, among other strategies, purchase a put option and write a call option on the Underlying Security having the\nsame or substantially similar strike price and expiration date. Such a position, commonly referred to as a “synthetic short\nforward,” is designed to provide economic exposure similar to a short position in the Underlying Security.

The Funds also may purchase deep in-the-money call or put options where the Adviser believes such options provide an efficient means of obtaining the desired long or inverse exposure. The economic exposure provided by these option strategies may differ from the exposure that would result from a direct investment in, or short position with respect to, the Underlying Security because of differences in option pricing, implied volatility, time value, liquidity, transaction costs, interest rates, dividends and other market factors.

The use of options involves risks different from, and in some cases greater than, those associated with investing directly in the Underlying Security. Options prices may be highly volatile and may not move in the same amount or at the same time as the price of the Underlying Security. An option may become illiquid, particularly during periods of significant market stress or when trading in the Underlying Security is halted or otherwise disrupted. The value of an option may also be affected by changes in actual or implied volatility, the passage of time, changes in interest rates, dividends, supply and demand and other factors. Because certain option positions involve leverage, relatively small movements in the value of the Underlying Security may result in substantial changes in the value of an option position. Written options may expose a Fund to substantial losses if the Underlying Security moves sharply in a direction adverse to the Fund’s position. A Fund may also be unable to close an option position at a desired time or price, which could prevent the Fund from limiting losses, obtaining desired exposure or rebalancing its portfolio. The use of options may therefore cause a Fund’s performance to differ from the daily leveraged or inverse performance of the Underlying Security and may prevent the Fund from achieving its investment objective.

BORROWING. While the Funds do not intend to borrow for investment purposes, the Funds reserve the right to do so. Borrowing for investment purposes is a form of leverage. Leveraging investments, by purchasing securities with borrowed money, is a speculative technique that increases investment risk, but also increases investment opportunity. The Funds also may enter into certain transactions, including reverse repurchase agreements, which can be viewed as constituting a form of leveraging by the Funds. Leveraging will exaggerate the effect on the net asset value per share (“NAV”) of the Funds of any increase or decrease in the market value of the Funds’ portfolio. Because substantially all of the Funds’ assets will fluctuate in value, whereas the interest obligations on borrowings may be fixed, the NAV of the Funds will increase more when the Funds’ portfolio assets increase in value and decrease more when the Funds’ portfolio assets decrease in value than would otherwise be the case. Moreover, interest costs on borrowings may fluctuate with changing market rates of interest and may partially offset or exceed the returns on the borrowed funds. Under adverse conditions, the Funds might have to sell portfolio securities to meet interest or principal payments at a time when investment considerations would not favor such sales. Generally, the Funds would use this form of leverage during periods when the Adviser believes that the Funds’ investment objective would be furthered.

The Funds also may borrow money to facilitate management of the Funds’ portfolio by enabling the Funds to meet redemption requests when the liquidation of portfolio instruments would be inconvenient or disadvantageous. Such borrowing is not for investment purposes and will be repaid by the Funds promptly. As required by the 1940 Act, the Funds must maintain continuous asset coverage (total assets, including assets acquired with borrowed funds, less liabilities exclusive of borrowings) of 300% of all amounts borrowed. If, at any time, the value of the Funds’ assets should fail to meet this 300% coverage test, the Funds, within three days (not including Sundays and holidays), will reduce the amount of the Funds’ borrowings to the extent necessary to meet this 300% coverage requirement. Maintenance of this percentage limitation may result in the sale of portfolio securities at a time when investment considerations otherwise indicate that it would be disadvantageous to do so.

In addition to the foregoing, the Funds are authorized to borrow money as a temporary measure for extraordinary or emergency purposes, subject to the limitations of the 1940 Act. While the Funds do not anticipate doing so, the Funds are authorized to pledge (i.e., transfer a security interest in) portfolio securities in connection with any borrowing to the extent permitted under the 1940 Act.

FIXED INCOME SECURITIES. The Funds may invest in fixed income securities. Even though interest-bearing securities are investments that promise a stable stream of income, the prices of such securities are affected by changes in interest rates. In general, fixed income security prices rise when interest rates fall and fall when interest rates rise. Securities with shorter maturities, while offering lower yields, generally provide greater price stability than longer term securities and are less affected by changes in interest rates. The values of fixed income securities also may be affected by changes in the credit rating or financial condition of the issuing entities. Once the rating of a portfolio security has been changed, the Funds will consider all circumstances deemed relevant in determining whether to continue to hold the security.

Fixed income investments bear certain risks, including credit risk, or the ability of an issuer to pay interest and principal as they become due. Generally, higher yielding bonds are subject to more credit risk than lower yielding bonds. Interest rate risk refers to the fluctuations in value of fixed income securities resulting from the inverse relationship between the market value of outstanding fixed income securities and changes in interest rates. An increase in interest rates will generally reduce the market value of fixed income investments and a decline in interest rates will tend to increase their value.

A number of factors, including changes in a central bank’s monetary policies or general improvements in the economy, may cause interest rates to rise. Fixed income securities with longer durations are more sensitive to interest rate changes than securities with shorter durations, making them more volatile. This means their prices are more likely to experience a considerable reduction in response to a rise in interest rates.

FIXED-INCOME SECURITIES RATINGS. Nationally recognized statistical rating organizations (“rating agencies”) assign ratings based on their assessments of the relative creditworthiness of issuers and fixed-income securities. Generally, lower ratings indicate greater credit risk, and securities with lower ratings may offer higher yields to compensate investors for that increased risk. A credit rating reflects the rating agency’s opinion, as of the date of the rating, regarding the obligor’s ability to meet its financial obligations. Ratings are not statements of fact or recommendations to purchase, sell or hold a security, and they do not reflect all risks associated with an investment, including the risk of fluctuations in market value.

Credit ratings are based on information available to the rating agency at the time the rating is assigned and may not reflect subsequent events or changes in an issuer’s financial condition. Ratings may be changed, suspended or withdrawn at any time and may not accurately reflect the current or future creditworthiness of an issuer or security. A Fund may continue to hold a security after its rating has been downgraded or withdrawn if the Adviser determines that doing so is consistent with the Fund’s investment objective and strategies.

Rating agencies may be subject to conflicts of interest, including because issuers or arrangers of securities generally pay fees for ratings. Although rating agencies are subject to regulatory requirements and have adopted policies and procedures intended to address such conflicts, there can be no assurance that such measures will eliminate the potential for conflicts of interest or errors in ratings. Accordingly, the Adviser does not rely solely on credit ratings in evaluating fixed-income securities and may consider other factors it deems relevant in assessing credit quality.

Prepayment risk occurs when a fixed-income investment\nheld by a Fund may be repaid in whole or in part prior to its maturity. The amount of prepayable obligations a Fund invests in from time\nto time may be affected by general business conditions, market interest rates, borrowers’ financial conditions and competitive conditions\namong lenders. In a period of declining interest rates, borrowers may repay investments more quickly than anticipated, reducing the yield\nto maturity and the average life of the relevant investment. Moreover, when a Fund reinvests the proceeds of a prepayment in these circumstances,\nit will likely receive a rate of interest that is lower than the rate on the security that was prepaid. To the extent that a Fund purchases\na relevant investment at a premium, prepayments may result in a loss to the extent of the premium paid. If a Fund buys such investments\nat a discount, both scheduled payments and unscheduled prepayments will increase current and total returns and unscheduled prepayments\nwill also accelerate the recognition of income. In a period of rising interest rates, prepayments of investments may occur at a slower\nthan expected rate, creating maturity extension risk. This particular risk may effectively change an investment that was considered short-\nor intermediate-term at the time of purchase into a longer-term investment. Since the value of longer-term investments generally fluctuates\nmore widely in response to changes in interest rates than short-term investments, maturity extension risk could increase the volatility\nof a Fund. When interest rates decline, the value of an investment with prepayment features may not increase as much as that of other\nfixed-income securities and, as noted above, changes in market rates of interest may accelerate or delay prepayments and thus affect maturities.

ILLIQUID INVESTMENTS. Each Fund may invest up to an aggregate amount of 15% of its net assets in illiquid investments, as such term is defined by Rule 22e-4 of the 1940 Act. The Funds may not invest in illiquid investments if, as a result of such investment, more than 15% of the Fund’s net assets would be invested in illiquid investments. Illiquid investments include securities subject to contractual or other restrictions on resale and other instruments that lack readily available markets. The inability of a Fund to dispose of illiquid investments readily or at a reasonable price could impair the Fund’s ability to raise cash for redemptions or other purposes. The liquidity of securities purchased by a Fund that are eligible for resale pursuant to Rule 144A, except for certain 144A bonds, will be monitored by the Funds on an ongoing basis. In the event that more than 15% of its net assets are invested in illiquid investments, the Funds, in accordance with Rule 22e-4(b)(1)(iv), will report the occurrence to both the Board of Trustees of the Trust (the “Board”) and the SEC and seek to reduce its holdings of illiquid investments within a reasonable period of time.

DERIVATIVES. The Funds will invest in derivatives in seeking to achieve their investment objectives. A derivative is a financial instrument whose value is based on, or derived from, the value of an underlying asset, reference instrument, rate or other measure. The Funds expect to use primarily swap agreements and exchange-listed options that reference the Underlying Security. Derivatives may provide economic exposure to the Underlying Security without requiring a Fund to invest directly in, or sell short, the Underlying Security.

Derivatives may be used to obtain leveraged or inverse exposure, to implement a Fund’s investment strategy efficiently, to manage portfolio exposure or liquidity, or for other purposes consistent with the Fund’s investment objective and strategies. The value of a derivative generally will depend, at least in part, on the value of the asset or other reference on which the derivative is based, but a derivative may not move in the same direction or by the same amount as its reference asset. Accordingly, the use of derivatives involves risks different from, and in some cases greater than, those associated with investing directly in the Underlying Security.

Derivatives are subject to market risk, leverage risk, liquidity risk, correlation risk, valuation risk, operational risk and, where applicable, counterparty risk. Because certain derivatives provide leveraged exposure, a relatively small movement in the value of the Underlying Security may result in a substantial change in the value of a Fund’s derivative position. A Fund may lose an amount equal to or, depending on the derivative and the structure of the transaction, greater than the amount initially invested in the derivative. The use of derivatives may also cause a Fund’s performance to differ from the performance of the Underlying Security and may prevent the Fund from achieving its investment objective.

Derivatives may become difficult or costly to purchase, sell, terminate or offset, particularly during periods of market stress, significant volatility, trading halts or reduced liquidity in the Underlying Security. If a Fund is unable to close or adjust a derivative position at a desired time or price, the Fund may be unable to obtain or maintain its intended exposure, rebalance its portfolio or limit losses. The value of a derivative may also be affected by factors other than changes in the value of the Underlying Security, including volatility, interest rates, dividends, time remaining until expiration, market liquidity, financing costs and supply and demand.

Swap agreements and certain other derivatives are entered into with counterparties and expose a Fund to the risk that a counterparty will fail to perform its obligations. A Fund may sustain a loss if a counterparty becomes insolvent, defaults or otherwise fails to perform under the terms of a derivatives transaction. Collateral and other contractual arrangements are intended to reduce, but do not eliminate, counterparty risk. Counterparty risk may be heightened during periods of significant market volatility or when a Fund has substantial exposure to a limited number of counterparties.

Certain derivatives may be subject to central clearing, margin, collateral, trade-execution and other regulatory requirements. These requirements may increase the costs associated with derivatives transactions, reduce the availability of certain derivatives or counterparties, or otherwise limit a Fund’s ability to obtain its desired exposure. Changes in law or regulation governing derivatives could adversely affect the Funds’ ability to use derivatives as part of their investment strategies.

Rule 18f-4 under the 1940 Act provides the regulatory framework under which registered investment companies may enter into derivatives transactions and certain other transactions that create future payment or delivery obligations. Among other things, Rule 18f-4 requires certain funds that use derivatives to adopt and implement a derivatives risk management program, appoint a derivatives risk manager and comply with an outer limit on fund leverage risk based on value-at-risk (“VaR”). Each Fund’s use of derivatives will be subject to the requirements of Rule 18f-4. These requirements may limit a Fund’s ability to use derivatives as part of its investment strategy and may affect the Fund’s ability to achieve its investment objective.

MONEY MARKET INSTRUMENTS. The Funds may invest a portion of their assets in high-quality money market instruments or in money market mutual funds on an ongoing basis to provide liquidity or for other reasons. The instruments in which each Fund or money market mutual fund may invest include: (i) short-term obligations issued by the U.S. Government; (ii) negotiable certificates of deposit (“CDs”), fixed time deposits and bankers’ acceptances of U.S. and foreign banks and similar institutions; (iii) commercial paper rated at the date of purchase “Prime-1” by Moody’s or “A-1+” or “A-1” by Standard & Poor’s (“S&P”) or, if unrated, of comparable quality as determined by the Fund; and (iv) repurchase agreements. CDs are short-term negotiable obligations of commercial banks. Time deposits are non-negotiable deposits maintained in banking institutions for specified periods of time at stated interest rates. Banker’s acceptances are time drafts drawn on commercial banks by borrowers, usually in connection with international transactions.

NON-DIVERSIFICATION. Each Fund is classified as a non-diversified investment company under the 1940 Act. A “non-diversified” classification means that a Fund is not limited by the 1940 Act with regard to the percentage of its assets that may be invested in the securities of a single issuer. This means that a Fund may invest a greater portion of its assets in the securities of a single issuer or a small number of issuers than if it was a diversified fund. This may have an adverse effect on a Fund’s performance or subject a Fund’s Shares to greater price volatility than more diversified investment companies. Moreover, in pursuing its objective, a Fund may hold the securities of a single issuer in an amount exceeding 10% of the value of the outstanding securities of the issuer, subject to restrictions imposed by the Code.

Although each Fund is non-diversified for purposes of the 1940 Act, each Fund intends to maintain the required level of diversification and otherwise conduct its operations so as to qualify as a RIC for purposes of the Code, and to relieve a Fund of any liability for federal income tax to the extent that its earnings are distributed to shareholders. Compliance with the diversification requirements of the Code may limit the investment flexibility of a Fund and may make it less likely that a Fund will meet its investment objectives. See “US Federal Income Taxes” in this SAI for further discussion.

OTHER SHORT-TERM INSTRUMENTS. In addition to repurchase agreements, a Fund may invest in short-term instruments, including money market instruments, on an ongoing basis to provide liquidity or for other reasons. Money market instruments are generally short-term investments that may include but are not limited to: (i) shares of money market funds; (ii) obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities (including government-sponsored enterprises); (iii) negotiable certificates of deposit (“CDs”), bankers’ acceptances, fixed time deposits and other obligations of U.S. and foreign banks (including foreign branches) and similar institutions; (iv) commercial paper rated at the date of purchase “Prime-1” by Moody’s or “A-1” by S&P or, if unrated, of comparable quality as determined by the Adviser; (v) non-convertible corporate debt securities (e.g., bonds and debentures) with remaining maturities at the date of purchase of not more than 397 days and that satisfy the rating requirements set forth in Rule 2a-7 under the 1940 Act; and (vi) short-term U.S. dollar-denominated obligations of foreign banks (including U.S. branches) that, in the opinion of the Adviser, are of comparable quality to obligations of U.S. banks which may be purchased by the Fund. Any of these instruments may be purchased on a current or a forward-settled basis. Money market instruments also include shares of money market funds. Time deposits are non-negotiable deposits maintained in banking institutions for specified periods of time at stated interest rates. Bankers’ acceptances are time drafts drawn on commercial banks by borrowers, usually in connection with international transactions.

REPURCHASE AGREEMENTS. Each Fund may enter into repurchase agreements with counterparties that are deemed to present acceptable credit risks. A repurchase agreement is a transaction in which a Fund purchases securities or other obligations from a bank or securities dealer (or its affiliate) and simultaneously commits to resell them to a counterparty at an agreed-upon date or upon demand and at a price reflecting a market rate of interest unrelated to the coupon rate or maturity of the purchased obligations. A Fund maintains custody of the underlying obligations prior to their repurchase, either through its regular custodian or through a special “tri-party” custodian or sub-custodian that maintains separate accounts for both the Fund and its counterparty. Thus, the obligation of the counterparty to pay the repurchase price on the date agreed to or upon demand is, in effect, secured by such obligations.

Repurchase agreements carry certain risks not associated with direct investments in securities, including a possible decline in the market value of the underlying obligations. If their value becomes less than the repurchase price, plus any agreed-upon additional amount, the counterparty must provide additional collateral so that at all times the collateral is at least equal to the repurchase price plus any agreed- upon additional amount. The difference between the total amount to be received upon repurchase of the obligations and the price that was paid by the Fund upon acquisition is accrued as interest and included in its net investment income. Repurchase agreements involving obligations other than U.S. Government securities (such as commercial paper and corporate bonds) may be subject to special risks and may not have the benefit of certain protections in the event of the counterparty’s insolvency. If the seller or guarantor becomes insolvent, the Fund may suffer delays, costs and possible losses in connection with the disposition of collateral.

TAX RISK. As with any investment, you should consider how your investment in shares will be taxed. The tax information in the Prospectus and this SAI is provided as general information. You should consult your own tax professional about the tax consequences of an investment in shares.

Unless your investment in shares is made through a tax-exempt entity or tax-deferred retirement account, such as an individual retirement account, you need to be aware of the possible tax consequences when the Fund makes distributions or you sell shares.

U.S. GOVERNMENT SECURITIES. A Fund may invest in U.S. government securities to the extent consistent with its investment objective and strategies. Not all U.S. government obligations carry the same credit support. Some U.S. government securities, such as those issued by the Government National Mortgage Association (“Ginnie Mae”), are supported by the full faith and credit of the United States. Securities issued or guaranteed by other U.S. government agencies, instrumentalities or government-sponsored enterprises may be supported by the right of the issuer to borrow from the U.S. Treasury, the discretionary authority of the U.S. government to purchase the issuer’s obligations, or only by the credit of the issuer. Securities issued by the Federal National Mortgage Association (“Fannie Mae”) and the Federal Home Loan Mortgage Corporation (“Freddie Mac”), for example, are not issued or guaranteed by the U.S. Treasury and are not backed by the full faith and credit of the United States. No assurance can be given that the U.S. government will provide financial support to its agencies, instrumentalities or government-sponsored enterprises if it is not obligated to do so by law.

The Federal Housing Finance Agency (“FHFA”) has placed the Federal National Mortgage Association (“Fannie Mae”) and the Federal Home Loan Mortgage Corporation (“Freddie Mac”) into conservatorship. As conservator, FHFA has broad authority over the operations and financial condition of Fannie Mae and Freddie Mac. The U.S. Department of the Treasury has entered into agreements to provide financial support to Fannie Mae and Freddie Mac, subject to the terms and limitations of those agreements. Although the U.S. government has provided significant financial support to Fannie Mae and Freddie Mac, their securities are not backed by the full faith and credit of the United States. No assurance can be given that the U.S. government will continue to provide financial support to Fannie Mae or Freddie Mac in the future or that any such support will be sufficient. Changes to the conservatorships, the financial support arrangements or the federal government’s role in the housing finance market could adversely affect the value or liquidity of securities issued or guaranteed by Fannie Mae or Freddie Mac.

The United States has experienced periods of substantial federal budget deficits and increasing levels of public debt. Concerns regarding the U.S. government’s ability to meet its financial obligations, uncertainty regarding the statutory debt limit, or a downgrade or other change in the U.S. government’s sovereign credit rating could increase volatility in financial markets, adversely affect the market prices and yields of U.S. government securities and have broader adverse effects on financial markets and the economy. Although U.S. Treasury securities are supported by the full faith and credit of the United States, there can be no assurance that political developments or other events affecting the U.S. government’s finances will not adversely affect the value or liquidity of such securities.

FUTURE DEVELOPMENTS. The Board may, in the future, authorize a Fund to invest in securities contracts and investments other than those listed in this SAI and in the Fund’s Prospectus, provided they are consistent with the Fund’s investment objective and do not violate any investment restrictions or policies.

INVESTMENT LIMITATIONS

The Trust has adopted the following investment restrictions as fundamental policies with respect to the Funds. These restrictions cannot be changed with respect to a Fund without the approval of the holders of a majority of the Fund’s outstanding voting securities. For the purposes of the 1940 Act, a “majority of outstanding shares” means the vote of the lesser of: (1) 67% or more of the voting securities of the Fund present at the meeting if the holders of more than 50% of the Fund’s outstanding voting securities are present or represented by proxy; or (2) more than 50% of the outstanding voting securities of the Fund.

Except with the approval of a majority of the outstanding voting securities, each Fund may not:

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Concentrate its investments (i.e., hold more than 25% of its total assets) in any industry or group of related industries, except that each Fund will concentrate in the industry to which its Underlying Security is assigned. For purposes of this limitation, securities of the U.S. government (including its agencies and instrumentalities), repurchase agreements collateralized by U.S. government securities, and tax-exempt securities of state or municipal governments and their political subdivisions are not considered to be issued by members of any industry.

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Borrow money or issue senior securities (as defined under the 1940 Act), except to the extent permitted under the 1940 Act.

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Make loans, except to the extent permitted under the 1940 Act.

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Purchase or sell real estate unless acquired as a result of ownership of securities or other instruments, except to the extent permitted under the 1940 Act. This shall not prevent a Fund from investing in securities or other instruments backed by real estate, real estate investment trusts or securities of companies engaged in the real estate business.

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Purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments, except to the extent permitted under the 1940 Act. This shall not prevent the Fund from purchasing or selling options and futures contracts or from investing in securities or other instruments backed by physical commodities.

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Underwrite securities issued by other persons, except to the extent permitted under the 1940 Act.

In addition to the investment restrictions adopted as fundamental policies as set forth above, the Funds observe the following non-fundamental restriction, which may be changed without a shareholder vote.

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Each Fund will not invest in illiquid investments if, as a result of such investment, more than 15% of its net assets would be invested in illiquid investments. An illiquid investment is any investment that the Fund reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment.

If a percentage limitation is adhered to at the time of investment or contract, a later increase or decrease in percentage resulting from any change in value or total or net assets will not result in a violation of such restriction, except with respect to the borrowing of money. With respect to the limitation on illiquid securities, in the event that a subsequent change in net assets or other circumstances cause a Fund to exceed its limitation, the Fund will take steps to bring the aggregate amount of illiquid instruments back within the limitations as soon as reasonably practicable. With respect to the limitation on borrowing, in the event that a subsequent change in net assets or other circumstances cause a Fund to exceed its limitation, the Fund will take steps to bring the aggregate amount of borrowing back within the limitations within three days thereafter (not including Sundays and holidays).

PORTFOLIO HOLDINGS DISCLOSURE POLICIES AND PROCEDURES

The Board has adopted a policy regarding the disclosure of information about the Funds’ security holdings. On each Business Day (as defined in the Purchase and Redemption of Shares in Creation Units section of this SAI), prior to the opening of regular trading on a Fund’s primary listing exchange, the Fund discloses on its website (www.ThemesETFs.com) certain information relating to the portfolio holdings that will form the basis of the Fund’s next net asset value per share calculation.

In addition, certain information may also be made available to certain parties:

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COMMUNICATIONS OF DATA FILES

Each Fund may make available through the facilities of the National Securities Clearing Corporation (“NSCC”) or through posting on the Fund’s website, prior to the opening of trading on each business day, a list of the Fund’s holdings (generally pro-rata) that Authorized Participants could deliver to the Fund to settle purchases of the Fund (i.e., Deposit Securities) or that Authorized Participants would receive from the Fund to settle redemptions of the Fund (i.e., Fund Securities). These files are known as the Portfolio Composition File and the Fund Data File (collectively, “Files”). The Files are applicable for the next trading day and are provided to the NSCC and/or posted on the Funds’ website after the close of markets in the U.S.

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COMMUNICATIONS WITH AUTHORIZED PARTICIPANTS AND LIQUIDITY PROVIDERS

Certain employees of the Adviser, Distributor and Custodian are responsible for interacting with Authorized Participants and liquidity providers with respect to discussing custom basket proposals. As part of these discussions, these employees may discuss with an Authorized Participant or liquidity provider the securities a Fund is willing to accept for a creation, and securities that a Fund will provide on a redemption.

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THE ADVISER

The Adviser may also discuss portfolio holdings-related information with broker/dealers, in connection with settling a Fund’s transactions, as may be necessary to conduct business in the ordinary course in a manner consistent with the disclosure in the Fund’s current registration statement.

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COMMUNICATIONS WITH LISTING EXCHANGES

From time to time, employees of the Adviser, Distributor and/or Custodian may discuss portfolio holdings information with the applicable primary listing exchange for a Fund as needed to meet the exchange listing standards.

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COMMUNICATION OF OTHER INFORMATION

Certain explanatory information regarding the Files is released to Authorized Participants and liquidity providers on a daily basis, but is only done so after the Files are posted to the Funds’ website.

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THIRD-PARTY SERVICE PROVIDERS

Certain portfolio holdings information may be disclosed to the Independent Trustees and their counsel, outside counsel for the Trust, auditors and to certain third-party service providers (i.e., fund administrator, custodian, proxy voting service, and printers), as may be necessary to conduct business in the ordinary course in a manner consistent with applicable policies, agreements with the Funds, the terms of the current registration statement and federal securities laws and regulations thereunder.

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THE FUND FILES

Each Fund files its complete portfolio holdings schedule with the SEC on a quarterly basis. This schedule is filed with the Trust’s annual and semi-annual reports on Form N-CSR for the second and fourth fiscal quarters and on Form N-PORT for the first and third fiscal quarters. Certain portfolio information is also included on Form N-PORT that is filed for the second and fourth fiscal quarters. The portfolio holdings information provided in these reports is as of the end of the respective quarter. Form N-CSR must be filed with the SEC no later than 10 calendar days after the Trust transmits its annual or semi-annual report to its shareholders. Form N-PORT must be filed with the SEC and will be made publicly available no later than 60 calendar days after the end of the applicable quarter.

No consideration may be received by a Fund, the Adviser, or any other person in connection with the disclosure of portfolio information. The Trust’s Chief Compliance Officer or his delegate may authorize disclosure of portfolio holdings information pursuant to the above policy and procedures, subject to restrictions on selective disclosure imposed by applicable law. The Board reviews the policy and procedures for disclosure of portfolio holdings information at least annually.

CONTINUOUS OFFERING

The method by which Creation Unit Aggregations of Shares are created and traded may raise certain issues under applicable securities laws. Because new Creation Unit Aggregations of Shares are issued and sold on an ongoing basis, at any point a “distribution,” as such term is used in the Securities Act, may occur. Broker-dealers and other persons are cautioned that some activities on their part may, depending on the circumstances, result in their being deemed participants in a distribution in a manner which could render them statutory underwriters and subject them to the prospectus delivery requirement and liability provisions of the Securities Act.

For example, a broker-dealer firm or its client may be deemed a statutory underwriter if it takes Creation Unit Aggregations after placing an order with the Trust’s Distributor, breaks them down into constituent Shares, and sells such Shares directly to customers, or if it chooses to couple the creation of a supply of new Shares with an active selling effort involving solicitation of secondary market demand for Shares. A determination of whether one is an underwriter for purposes of the Securities Act must take into account all the facts and circumstances pertaining to the activities of the broker-dealer or its client in the particular case, and the examples mentioned above should not be considered a complete description of all the activities that could lead to a categorization as an underwriter.

Broker-dealer firms should also note that dealers who are not “underwriters” but are effecting transactions in Shares, whether or not participating in the distribution of Shares, generally are required to deliver a prospectus. This is because the prospectus delivery exemption in Section 4(a)(3) of the Securities Act is not available in respect of such transactions as a result of Section 24(d) of the 1940 Act. Firms that incur a prospectus delivery obligation with respect to Shares of a Fund are reminded that, pursuant to Rule 153 under the Securities Act, a prospectus delivery obligation under Section 5(b)(2) of the Securities Act owed to an exchange member in connection with the sale on the Exchange is satisfied by the fact that the prospectus is available at the Listing Exchange upon request. The prospectus delivery mechanism provided in Rule 153 is only available with respect to transactions on an exchange.

MANAGEMENT OF THE TRUST

Board Responsibilities. The management and affairs of the Trust and its series are overseen by a Board of Trustees. The Board elects the officers of the Trust who are responsible for administering the day-to-day operations of the Trust and the Funds. The Board has approved contracts, as described below, under which certain companies provide essential services to the Trust.

Like most ETFs, the day-to-day business of the Trust, including the management of risk, is performed by third party service providers, such as the Adviser, the Distributor and the Trust’s administrator. The Trustees are responsible for overseeing the Trust’s service providers and, thus, have oversight responsibility with respect to risk management performed by those service providers. Risk management seeks to identify and address risks, i.e., events or circumstances that could have material adverse effects on the business, operations, shareholder services, investment performance or reputation of the Funds. The Funds and their service providers employ a variety of processes, procedures and controls to identify various of those possible events or circumstances, in an attempt to lessen the probability of their occurrence and/or to mitigate the effects of such events or circumstances if they do occur. Each service provider is responsible for one or more discrete aspects of the Trust’s business (e.g., the Adviser is responsible for the day-to-day management of the Funds’ portfolio investments) and, consequently, for managing the risks associated with that business. The Board has emphasized to the Funds’ service providers the importance of maintaining vigorous risk management.

The Board’s role in risk oversight begins before the inception of a Fund, at which time certain of the Fund’s service providers present the Board with information concerning the investment objectives, strategies and risks of the Fund as well as proposed investment limitations for the Fund. Additionally, the Adviser provides the Board with an overview of, among other things, its investment philosophy, brokerage practices and compliance infrastructure. Thereafter, the Board continues its oversight function as various personnel, including the Trust’s Chief Compliance Officer, as well as personnel of the Adviser, and other service providers such as the Fund’s independent accountants, make periodic reports to the Audit Committee or to the Board with respect to various aspects of risk management. The Board and the Audit Committee oversee efforts by management and service providers to manage risks to which a Fund may be exposed.

The Board is responsible for overseeing the nature, extent, and quality of the services provided to the Funds by the Adviser and receives information about those services at its regular meetings. In addition, on an annual basis (following the initial two-year period), in connection with its consideration of whether to renew the Investment Advisory Agreement with the Adviser, the Board meets with the Adviser to review such services. Among other things, the Board regularly considers the Adviser’s adherence to the Funds’ investment restrictions and compliance with various Fund policies and procedures and with applicable securities regulations. The Board also reviews information about each Fund’s performance and the Fund’s investments, including, for example, portfolio holdings schedules.

The Trust’s Chief Compliance Officer reports regularly to the Board to review and discuss compliance issues and provide risk assessments. At least annually, the Trust’s Chief Compliance Officer provides the Board with a report reviewing the adequacy and effectiveness of the Trust’s policies and procedures and those of its service providers, including the Adviser. The report addresses the operation of the policies and procedures of the Trust and each service provider since the date of the last report; any material changes to the policies and procedures since the date of the last report; any recommendations for material changes to the policies and procedures; and any material compliance matters since the date of the last report.

The Board receives reports from the Funds’ service providers regarding operational risks and risks related to the valuation and liquidity of portfolio securities. Annually, the independent registered public accounting firm reviews with the Audit Committee its audit of each Fund’s financial statements, focusing on major areas of risk encountered by the Fund and noting any significant deficiencies or material weaknesses in the Fund’s internal controls. Additionally, in connection with its oversight function, the Board oversees Fund management’s implementation of disclosure controls and procedures, which are designed to ensure that information required to be disclosed by the Trust in its periodic reports with the SEC are recorded, processed, summarized, and reported within the required time periods. The Board also oversees the Trust’s internal controls over financial reporting, which comprise policies and procedures designed to provide reasonable assurance regarding the reliability of the Trust’s financial reporting and the preparation of the Trust’s financial statements.

From their review of these reports and discussions with the Adviser, the Chief Compliance Officer, the independent registered public accounting firm and other service providers, the Board and the Audit Committee learn in detail about the material risks of each Fund, thereby facilitating a dialogue about how management and service providers identify and mitigate those risks.

The Board recognizes that not all risks that may affect a Fund can be identified and/or quantified, that it may not be practical or cost-effective to eliminate or mitigate certain risks, that it may be necessary to bear certain risks (such as investment-related risks) to achieve a Fund’s goals, and that the processes, procedures and controls employed to address certain risks may be limited in their effectiveness. Moreover, reports received by the Trustees as to risk management matters are typically summaries of the relevant information. Most of the Funds’ investment management and business affairs are carried out by or through the Adviser and other service providers, each of which has an independent interest in risk management but whose policies and the methods by which one or more risk management functions are carried out may differ from a Fund’s and each other’s in the setting of priorities, the resources available or the effectiveness of relevant controls. As a result of the foregoing and other factors, the Board’s ability to monitor and manage risk, as a practical matter, is subject to limitations.

Members of the Board and Officers of the Trust. There are 4 members of the Board of Trustees (each, a “Trustee”), three of whom are not interested persons of the Trust, as that term is defined in the 1940 Act (“Independent Trustees”). Sanjay R. Bharwani, an Independent Trustee, serves as Chairman of the Board. The Board of Trustees is comprised of a super-majority (75 percent) of Independent Trustees. The Board of Trustees has two standing committees: the Audit Committee and the Nominating and Corporate Governance Committee. Each Committee is chaired by an Independent Trustee and composed of only Independent Trustees. The Audit Committee chair presides at the Committee meetings, participates in formulating agendas for Committee meetings, and coordinates with management to serve as a liaison between the Independent Trustees and management on matters within the scope of responsibilities of the Committee as set forth in its Board-approved charter. The Trust has determined its leadership structure is appropriate given the specific characteristics and circumstances of the Trust. The Trust made this determination in consideration of, among other things, the number of Independent Trustees that constitute the Board, the amount of assets under management in the Trust, and the number of Funds overseen by the Board. The Board also believes that its leadership structure facilitates the orderly and efficient flow of information to the Independent Trustees from Fund management.

The Audit Committee is comprised of all of the Independent Trustees. The function of the Audit Committee is to review the scope and results of the annual audit of the Funds and any matters bearing on the audit or a Fund’s financial statements and to ensure the integrity of the Funds’ financial reporting. The Audit Committee also recommends to the Board of Trustees the annual selection of the independent registered public accounting firm for the Funds, and it reviews and pre-approves audit and certain non-audit services to be provided by the independent registered public accounting firm. During the fiscal year ended October 31, 2025, the Audit Committee met five times. Neil Fleming is the Chair of the Audit Committee.

The Nominating and Corporate Governance Committee, comprised of all the Independent Trustees, is responsible for seeking and reviewing candidates for consideration as nominees for Trustees. The Committee will generally not consider potential candidates for nomination identified by shareholders. The Committee meets on an as needed basis. During the upcoming year the Nominating Committee is not expected to meet. Tracy N. Packwood is the Chair of the Nominating and Corporate Governance Committee.

Additional information about each Trustee of the Trust is set forth below. The address of each Trustee of the Trust is c/o Themes Management Company, LLC, 34 East Putnam Avenue, Suite 112, Greenwich, Connecticut 06830.

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Name and Year of Birth	Position(s) Held with the Trust	Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex Overseen By Trustee	Other Directorships held by Trustee During Past Five Years
Interested Trustee*
\n Jose C. Gonzalez \n Year of Birth: 1976	Trustee and President	Indefinite; Since Inception	Co-founder and CEO of the Adviser since 2023. Co-founder and CEO of Leverage Shares (a provider of exchange-traded products in Europe) from July 2018 to present; Founder and CEO of FlexFunds (a provider of administration services for exchange traded products) from 2020 to present; Co-founder and Director of Global X Management Company (a provider of exchange traded funds) from 2008 to 2018; Founder and CEO of GWM Group Inc. (a broker dealer) from 2006 to 2020; Founder and CEO and a Director of GWM Ltd. (a broker dealer) from 2015 to present.	127	N/A
Independent Trustees*
\n Sanjay R. Bharwani \n Year of Birth: 1974	Trustee; Chairman of the Board	Indefinite; Since Inception	Founder and CEO of Radient LLC (an AI driven fund intelligence and analytics platform) from 2022 to present; Managing Director, Ernst & Young (public accounting and consulting) from 2019 to 2022; Founder and CEO of Risk Advisors Inc. (a risk management and technology consultancy) from 2012 to 2019.	127	N/A

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Name and
Year of Birth

Position(s)
Held with
the Trust

Term of
Office and
Length of
Time Served

Principal Occupation(s)
During Past 5 Years

Number of
Portfolios
in Fund
Complex
Overseen
By Trustee

Other
Directorships
held by
Trustee During
Past
Five Years

Neil Fleming

Year of Birth: 1967

Trustee

Indefinite; Since Inception

Sole Director and Shareholder of Boru Capital Limited (a corporate services provider to Special Purpose Vehicles (“SPVs”)) since 2015.

127

N/A

Tracy N. Packwood

Year of Birth: 1967

Trustee

Indefinite; Since Inception

Managing Director, Cohort Limited (a provider of corporate management, Bermuda Stock Exchange listing and consultancy services) since 2012.

127

N/A

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*	Information provided as of September 30, 2026.

Individual Trustee Qualifications

The Trust has concluded that, based on each Trustee’s experience, qualifications, attributes or skills on an individual basis and in combination with those of the other Trustees, each Trustee is qualified to serve on the Board. The Board believes that the Trustees’ ability to review critically, evaluate, question and discuss information provided to them; to interact effectively with the Adviser, other service providers, legal counsel and independent public accountant; and to exercise effective business judgment in the performance of their duties as Trustees, support this conclusion. In addition, the following specific experience, qualifications, attributes and skills apply to the Trustees:

Mr. Bharwani has experience as a founder and CEO of Radient LLC, a fund intelligence and analytics platform, and Risk Advisors Inc., a risk management and technology consultancy. He also served as Managing Director of Ernst & Young from 2019 to 2022 where he led the data and analytics consulting practice for the asset management industry. Mr. Bharwani has eleven years’ previous experience as an independent trustee, and Board and committee chair, of Global X Funds Trust, a registered investment company.

Mr. Fleming trained\nas a Chartered Accountant in Ireland with Grant Thornton and has experience as a chief financial officer. He previously served as an\nexecutive director of the financial services outsourcing and corporate services business (with responsibility for Finance (CFO),\nOperations (COO), Treasury Services and Compliance) for one of Ireland’s largest banks. Mr. Fleming has held regulator\napproved positions in Ireland (“Central Bank”) and Luxembourg (“CSSF”) and is a member of the Association of\nCorporate Treasurers (UK), the Institute of Directors, the Institute of Bankers and an Accredited Fund Professional. He currently is\na Director and sole owner of a corporate services provider to SPVs and serves as a non-executive director of various boards in the\nfinancial services and global treasury arena.

Mr. Gonzalez has experience as a founder and CEO of multiple companies. He has been the CEO and co-founder of Leverage Shares (a provider of exchange-traded products in Europe) since July 2018 and established the Adviser in March 2023. Mr. Gonzalez previously co-founded Global X, a leading provider of exchange-traded funds, where he served as a director from September 2008 to July 2018. Additionally, he is the founder and CEO and a director of GWM Ltd, a broker-dealer based in Bermuda, and Flexfunds, a U.S.-based fund accounting and administration business. He also founded GWM Group Inc. in 2006 and was its CEO until 2020.

Ms. Packwood is a Chartered Accountant with 25 years of experience in the international investment management and financial services industry, including senior level finance, administration, accounting and general management experience. She is also an experienced non-executive director having served on the Boards of private companies, publicly listed companies (Bermuda Stock Exchange and Canadian Stock Exchange), non-profit organizations, and Bermuda Investment Funds. Ms. Packwood is currently responsible for the operations of and client services provided by Cohort Limited which provides corporate management, Bermuda Stock Exchange listing and consultancy services to local Bermuda companies, offshore companies, and funds.

In its periodic assessment of the effectiveness of the Board, the Board considers the complementary individual skills and experience of the individual Trustees primarily in the broader context of the Board’s overall composition so that the Board, as a body, possesses the appropriate (and appropriately diverse) skills and experience to oversee the business of the Funds. References to the qualifications, attributes and skills of Trustees are pursuant to requirements of the SEC, do not constitute holding out the Board or any Trustee as having any special expertise or experience, and shall not impose any greater responsibility on any Trustee or on the Board by reason thereof.

Principal Officers of the Trust

The officers of the Trust conduct and supervise its daily business. The address of each officer of the Trust, unless otherwise indicated below, is c/o Themes Management Company, LLC, 34 East Putnam Avenue, Suite 112, Greenwich, CT 06830.

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Name\n and Year of Birth	Position(s) Held\n with the Trust	Term\n of Office and Length of Time Served	Principal\n Occupation(s) During Past Five Years
Tracy Gilvarry Grant Year of Birth: 1978	Secretary	Indefinite; Since Inception	General Counsel and co-founder of the Adviser and Leverage Shares.
Dobromir Kamburov Year of Birth: 1985	Treasurer	Indefinite; Since Inception	Chief Operating Officer and co-founder of the Adviser and Leverage Shares.

Fund Shares Owned by Board Members. The Funds are required to show the dollar amount ranges of each Trustee’s “beneficial ownership” of Shares of the Funds and each other series of the Trust as of the end of the most recently completed calendar year. Dollar amount ranges disclosed are established by the SEC. “Beneficial ownership” is determined in accordance with Rule 16a-1(a)(2) under the Exchange Act.

As of the date of this SAI, no Trustee owned shares of the Funds.

Board Compensation. Independent Trustees are paid by the Adviser from the unified management fee paid to the Adviser and not by the Funds. The Trust has no pension or retirement plan. No officer, director or employee of the Adviser receives any compensation from the Funds for acting as a Trustee or officer of the Trust. The following table shows the compensation expected to be earned by each Trustee for the Funds’ fiscal year ending October 31, 2026. Trustee compensation does not include reimbursed out-of-pocket expenses in connection with attendance at meetings.

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Name	Aggregate Compensation From the Funds	Total Compensation From Fund Complex Paid to Trustees
Interested Trustees
Jose C. Gonzalez	N/A	N/A
Independent Trustees
Sanjay R. Bharwani	$32,250	$32,250
Neil Fleming	$32,250	$32,250
Tracy N. Packwood	$32,250	$32,250

Control Persons and Principal Holders of Securities. A principal shareholder is any person who owns of record or beneficially 5% or more of the outstanding Shares of a Fund. A control person is a shareholder that owns beneficially or through controlled companies more than 25% of the voting securities of a Fund or acknowledges the existence of control. Shareholders owning voting securities in excess of 25% may determine the outcome of any matter affecting and voted on by shareholders of a Fund. As of the date of this SAI, no shareholder owned shares of the Funds. The Adviser will serve as the seed investor for the Trust.

INVESTMENT ADVISER

Themes Management Company, LLC serves as investment adviser to the Funds pursuant to an investment advisory agreement between the Trust, on behalf of the Funds, and the Adviser (the “Investment Advisory Agreement”). The Adviser is a Delaware limited liability company located at 34 East Putnam Avenue, Suite 112, Greenwich, Connecticut 06830. The Adviser is a wholly-owned subsidiary of Themes Holding Company and is controlled by Jose Gonzalez, who is the majority owner of Themes Holding Company.

Pursuant to the Investment Advisory Agreement, the Adviser provides investment advice to the Funds and oversees the day-to-day operations of the Funds, subject to the direction and control of the Board and the officers of the Trust. The Adviser also arranges for transfer agency, custody, fund administration and all other non-distribution-related services necessary for the Funds to operate. Each Fund pays the Adviser a fee equal to a percentage of the Fund’s average daily net assets, as follows:

\n \n \n \n \n \n \n \n \n \n

Name of Fund	Management Fee
Leverage Shares 2X Long Anthropic Daily ETF	0.75%
Leverage Shares 2X Short Anthropic Daily ETF	0.75%

Under the Investment Advisory Agreement, the Adviser has agreed to pay all expenses of the Funds, except for: the fees paid to the Adviser pursuant to the Investment Advisory Agreement, interest charges on any borrowings, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, extraordinary expenses, and distribution (12b-1) fees and expenses, if any.

The Adviser, from its own resources, including profits from advisory fees received from the Funds, provided such fees are legitimate and not excessive, may make payments to broker-dealers and other financial institutions for their expenses in connection with the distribution of Fund Shares, and otherwise currently pays all distribution costs for Fund Shares.

The Investment Advisory Agreement, with respect to the Funds, continues in effect for two years from its effective date, and thereafter is subject to annual approval by (i) the Board of Trustees of the Trust or (ii) the vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Funds, provided that in either event such continuance also is approved by a vote of a majority of the Trustees of the Trust who are not interested persons (as defined in the 1940 Act) of the Funds, by a vote cast in person at a meeting called for the purpose of voting on such approval. If the shareholders of a Fund fail to approve the Investment Advisory Agreement, the Adviser may continue to serve in the manner and to the extent permitted by the 1940 Act and rules and regulations thereunder.

The Investment Advisory Agreement with respect to the Funds is terminable without any penalty, by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Funds, or by the Adviser, in each case on not less than thirty (30) days’ nor more than sixty (60) days’ prior written notice to the other party; provided that a shorter notice period shall be permitted for the Funds in the event Shares are no longer listed on a national securities exchange. The Investment Advisory Agreement will terminate automatically and immediately in the event of its “assignment” (as defined in the 1940 Act).

As of the date of this SAI, no management fees have been paid by the Funds to the Adviser.

Portfolio Managers. Calvin Tsang, CFA, Head of Product Management and Development of the Adviser, Dingxun (Kevin) Shao, Vice President, Product Management and Development of the Adviser, and Paul Bartkowiak, Vice President, Portfolio Management of the Adviser, are jointly and primarily responsible for the day-to-day management of each Fund and have served as portfolio manager since each Fund’s inception.

The following table shows the number of other accounts managed by each portfolio manager (“Other Accounts”) and the reporting information is provided as of September 30, 2026:

The following information is applicable to Calvin Tsang:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Type of Accounts	Total Number of Accounts	Total Assets of Accounts (millions)	Total Number of Accounts with Performance Based Fees	Total Assets of Accounts with Performance Based Fees (millions)
Registered Investment Companies	127	$2,777	0	0
Other Pooled Investment Vehicles	0	0	0	0
Other Accounts	0	0	0	0

The following information is applicable to Dingxun (Kevin) Shao:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Type of Accounts	Total Number of Accounts	Total Assets of Accounts (millions)	Total Number of Accounts with Performance Based Fees	Total Assets of Accounts with Performance Based Fees (millions)
Registered Investment Companies	127	$2,777	0	0
Other Pooled Investment Vehicles	0	0	0	0
Other Accounts	0	0	0	0

The following information is applicable to Paul Bartkowiak:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Type of Accounts	Total Number of Accounts	Total Assets of Accounts (millions)	Total Number of Accounts with Performance Based Fees	Total Assets of Accounts with Performance Based Fees (millions)
Registered Investment Companies	127	$2,777	0	0
Other Pooled Investment Vehicles	0	0	0	0
Other Accounts	0	0	0	0

Portfolio Manager Fund Ownership. The Funds are required to show the dollar range of the portfolio manager’s “beneficial ownership” of Shares as of the end of the most recently completed fiscal year. Dollar amount ranges disclosed are established by the SEC. “Beneficial ownership” is determined in accordance with Rule 16a-1(a)(2) under the 1934 Act. As of the date of this SAI, none of the portfolio managers owned any shares of the Funds.

Portfolio Manager Compensation. Messrs. Tsang, Shao and Bartkowiak each receive a fixed salary from the Adviser and a discretionary bonus not tied to the performance of any Fund.

Description of Material Conflicts of Interest. A potential conflict of interest could include a portfolio manager’s knowledge about the size, timing and possible market impact of Fund trades, whereby such portfolio manager could use this information to the advantage of Other Accounts and to the disadvantage of a Fund. Another potential conflict of interest may arise as a result of a portfolio manager’s management of a Fund and Other Accounts, which, in theory, may allow them to allocate investment opportunities in a way that favors Other Accounts over a Fund. This conflict of interest may be exacerbated to the extent that the Adviser or a portfolio manager receives, or expects to receive, greater compensation from their management of the Other Accounts than from a Fund. Notwithstanding this theoretical conflict of interest, it is the Adviser’s policy to manage each account based on its investment objectives and related restrictions, and the portfolio manager does not receive greater compensation for his management of the Other Accounts than he receives for managing the Funds. The Adviser has adopted policies and procedures reasonably designed to allocate investment opportunities on a fair and equitable basis over time and in a manner consistent with each account’s investment objectives and related restrictions.

Codes of Ethics. The Trust, the Adviser, and the Distributor (as defined under “The Distributor”) have each adopted a code of ethics, including an insider trading policy, pursuant to Rule 17j-1 of the 1940 Act and Rule 204A-1 of the Investment Advisers Act of 1940, as applicable, which permits personnel subject to the code of ethics to invest in securities, including securities that may be purchased or held by the Funds. These codes of ethics are designed to prevent affiliated persons of the Trust, the Adviser and the Distributor from engaging in deceptive, manipulative or fraudulent activities in connection with securities held or to be acquired by the Funds (which may also be held by persons subject to the codes of ethics).

There can be no assurance that the codes of ethics will be effective in preventing such activities. The Codes of Ethics adopted by the Trust, the Adviser and the Distributor are on public file with, and are available from, the SEC at the SEC’s website at http://www.sec.gov.

Proxy Voting Policy. The Funds have delegated proxy voting responsibilities to the Adviser, subject to the Board’s oversight. In delegating proxy responsibilities, the Board has directed that proxies be voted consistent with a Fund’s and its shareholders’ best interests and in compliance with all applicable proxy voting rules and regulations. The Trust and the Adviser have adopted proxy voting policies and guidelines for this purpose (“Proxy Voting Policies”) which are attached to this SAI as Appendix A.

When available, information on how a Fund voted proxies relating to portfolio securities during the most recent 12 month period ended June 30 will be available (1) without charge, upon request, by calling 1-866-5Themes (1-866-584-3637) and (2) on the SEC’s website at www.sec.gov.

The Administrator AND Transfer Agent

U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (“Fund Administrator”), serves as administrator and transfer agent for the Trust. Fund Administrator’s principal address is 615 East Michigan Street, Milwaukee, Wisconsin 53202. Pursuant to a Fund Administration Servicing Agreement, a Transfer Agent Servicing Agreement and a Fund Accounting Servicing Agreement between the Trust and Fund Administrator, Fund Administrator provides the Trust with administrative and management services (other than investment advisory services), transfer and dividend disbursing agency services, and accounting services, including portfolio accounting services, tax accounting services and furnishing financial reports. In this capacity, Fund Administrator does not have any responsibility or authority for the management of the Funds, the determination of investment policy, or for any matter pertaining to the distribution of Fund Shares. As compensation for the administration, accounting and management services, the Adviser pays the Fund Administrator a fee based on each Fund’s average daily net assets, subject to a minimum annual fee.

As of the date of this SAI, the Fund Administrator has not received any fees from the Adviser for its services to the Funds.

THE CUSTODIAN

Pursuant to a Custody Agreement, U.S. Bank National Association, 1555 North Rivercenter Drive, Suite 302, Milwaukee, Wisconsin 53212, serves as the custodian of each Fund’s assets. The custodian holds and administers the assets in a Fund’s portfolio. Pursuant to the ETF Custody Agreement, the custodian receives an annual fee from the Adviser based on the Trust’s total average daily net assets, subject to a minimum annual fee and certain settlement charges. The custodian also is entitled to certain out-of-pocket expenses.

THE DISTRIBUTOR

ALPS Distributors, Inc. (the “Distributor”), is the principal underwriter for the Trust and distributes the Shares of the Funds. The Distributor’s principal address is 1290 Broadway, Suite 1000, Denver, Colorado 80203. Shares are continuously offered for sale by the Distributor only in Creation Units. The Distributor has entered into a distribution agreement (the “Distribution Agreement”) with the Trust. The Distributor will not distribute Shares in amounts less than a Creation Unit.

Under the Distribution Agreement, the Distributor, as agent for the Trust, will solicit orders for the purchase of the Shares, provided that any subscriptions and orders will not be binding on the Trust until accepted by the Trust. The Distributor will deliver Prospectuses and, upon request, SAIs to persons purchasing Creation Units and will maintain records of orders placed with it. The Distributor is a broker- dealer registered under the Securities Exchange Act of 1934 (the “Exchange Act”) and a member of FINRA.

The Distributor may also enter into agreements with securities dealers (“Soliciting Dealers”) who will solicit purchases of Creation Units of Shares. Such Soliciting Dealers may also be Authorized Participants (as discussed in “Procedures for Purchase of Creation Units” below) or DTC participants (as defined below).

The Distribution Agreement will continue for two years from its effective date and is renewable thereafter. The continuance of the Distribution Agreement must be specifically approved at least annually (i) by the vote of the Trustees or by a vote of the shareholders of each Fund and (ii) by the vote of a majority of the Trustees who are not “interested persons” of the Trust and have no direct or indirect financial interest in the operations of the Distribution Agreement or any related agreement, cast in person at a meeting called for the purpose of voting on such approval. The Distribution Agreement is terminable without penalty by the Trust on sixty (60) days’ written notice when authorized either by majority vote of its outstanding voting Shares or by a vote of a majority of its Board (including a majority of the Independent Trustees), or by the Distributor on sixty (60) days’ written notice, and will automatically terminate in the event of its assignment. The Distribution Agreement provides that in the absence of willful misfeasance, bad faith or gross negligence on the part of the Distributor, or reckless disregard by it of its obligations thereunder, the Distributor shall not be liable for any action or failure to act in accordance with its duties thereunder.

Intermediary Compensation. The Adviser or its affiliates, out of their own resources and not out of the Funds’ assets (i.e., without additional cost to the Funds or their shareholders), may pay certain broker dealers, banks and other financial intermediaries (“Intermediaries”) for certain activities related to the Funds, including participation in activities that are designed to make Intermediaries more knowledgeable about exchange traded products, including the Funds, or for other activities, such as marketing and educational training or support. These arrangements are not financed by the Funds and, thus, do not result in increased Fund expenses. They are not reflected in the fees and expenses listed in the fees and expenses sections of the Funds’ Prospectus and they do not change the price paid by investors for the purchase of Fund Shares or the amount received by a shareholder as proceeds from the redemption of Fund Shares.

Such compensation may be paid to Intermediaries that provide services to the Funds, including marketing and education support (such as through conferences, webinars and printed communications). The Adviser periodically assesses the advisability of continuing to make these payments. Payments to an Intermediary may be significant to the Intermediary, and amounts that Intermediaries pay to your adviser, broker or other investment professional, if any, may also be significant to such adviser, broker or investment professional. Because an Intermediary may make decisions about what investment options it will make available or recommend, and what services to provide in connection with various products, based on payments it receives or is eligible to receive, such payments create conflicts of interest between the Intermediary and its clients. For example, these financial incentives may cause the Intermediary to recommend the Funds over other investments. The same conflict of interest exists with respect to your financial adviser, broker or investment professionals if he or she receives similar payments from his or her Intermediary firm.

Intermediary information is current only as of the date of this SAI. Please contact your adviser, broker or other investment professional for more information regarding any payments his or her Intermediary firm may receive. Any payments made by the Adviser or its affiliates to an Intermediary may create the incentive for an Intermediary to encourage customers to buy Shares of the Funds.

Distribution and Service Plan. The Trust has adopted a Distribution and Service Plan (the “Plan”) in accordance with the provisions of Rule 12b-1 under the 1940 Act, which regulates circumstances under which an investment company may directly or indirectly bear expenses relating to the distribution of its Shares. No payments pursuant to the Plan are expected to be made during the twelve (12) month period from the date of this SAI. Rule 12b-1 fees to be paid by a Fund under the Plan may only be imposed after approval by the Board.

Continuance of the Plan must be approved annually by a majority of the Trustees of the Trust and by a majority of the Trustees who are not interested persons (as defined in the 1940 Act) of the Trust and have no direct or indirect financial interest in the Plan or in any agreements related to the Plan (“Qualified Trustees”). The Plan requires that quarterly written reports of amounts spent under the Plan and the purposes of such expenditures be furnished to and reviewed by the Trustees. The Plan may not be amended to increase materially the amount that may be spent thereunder without approval by a majority of the outstanding Shares of the Fund. All material amendments of the Plan will require approval by a majority of the Trustees of the Trust and of the Qualified Trustees.

The Plan provides that each Fund pays the Distributor an annual fee of up to a maximum of 0.25% of the average daily net assets of the Shares. Under the Plan, the Distributor may make payments pursuant to written agreements to financial institutions and intermediaries such as banks, savings and loan associations and insurance companies including, without limit, investment counselors, broker-dealers and the Distributor’s affiliates and subsidiaries (collectively, “Agents”) as compensation for services and reimbursement of expenses incurred in connection with distribution assistance. The Plan is characterized as a compensation plan since the distribution fee will be paid to the Distributor without regard to the distribution expenses incurred by the Distributor or the amount of payments made to other financial institutions and intermediaries. The Trust intends to operate the Plan in accordance with its terms and with the Financial Industry Regulatory Authority (“FINRA”) rules concerning sales charges.

Under the Plan, subject to the limitations of applicable law and regulations, each Fund is authorized to compensate the Distributor up to the maximum amount to finance any activity primarily intended to result in the sale of Creation Units of the Fund or for providing or arranging for others to provide shareholder services and for the maintenance of shareholder accounts. Such activities may include, but are not limited to: (i) delivering copies of a Fund’s then current reports, prospectuses, notices, and similar materials, to prospective purchasers of Creation Units; (ii) marketing and promotional services, including advertising; (iii) paying the costs of and compensating others, including APs with whom the Distributor has entered into written Authorized Participant Agreements, for performing shareholder servicing on behalf of a Fund; (iv) compensating certain APs for providing assistance in distributing the Creation Units of a Fund, including the travel and communication expenses and salaries and/or commissions of sales personnel in connection with the distribution of the Creation Units of a Fund; (v) payments to financial institutions and intermediaries such as banks, savings and loan associations, insurance companies and investment counselors, broker-dealers, mutual fund supermarkets and the affiliates and subsidiaries of the Trust’s service providers as compensation for services or reimbursement of expenses incurred in connection with distribution assistance; (vi) facilitating communications with beneficial owners of Shares, including the cost of providing (or paying others to provide) services to beneficial owners of Shares, including, but not limited to, assistance in answering inquiries related to Shareholder accounts; and (vii) such other services and obligations as are set forth in the Distribution Agreement.

LEGAL COUNSEL

Practus, LLP, 11300 Tomahawk Creek Parkway, Suite 310, Leawood, Kansas 66211, serves as legal counsel for the Trust.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Cohen & Company, Ltd., 1835 Market Street, Suite 310, Philadelphia, Pennsylvania 19103, serves as the independent registered public accounting firm for the Funds.

BROKERAGE TRANSACTIONS

The policy of the Trust regarding purchases and sales of securities for the Funds is that primary consideration will be given to obtaining the most favorable prices and efficient executions of transactions. Consistent with this policy, when securities transactions are effected on a stock exchange, the Trust’s policy is to pay commissions which are considered fair and reasonable without necessarily determining that the lowest possible commissions are paid in all circumstances. The Trust believes that a requirement always to seek the lowest possible commission cost could impede effective portfolio management and preclude the Funds from obtaining a high quality of brokerage and research services. In seeking to determine the reasonableness of brokerage commissions paid in any transaction, the Adviser will rely upon its experience and knowledge regarding commissions generally charged by various brokers and on its judgment in evaluating the brokerage services received from the broker effecting the transaction. Such determinations are necessarily subjective and imprecise, as in most cases, an exact dollar value for those services is not ascertainable. The Trust has adopted policies and procedures that prohibit the consideration of sales of Fund Shares as a factor in the selection of a broker or dealer to execute its portfolio transactions.

The Adviser owes a fiduciary duty to its clients to seek to provide best execution on trades effected. In selecting a broker/dealer for each specific transaction, the Adviser chooses the broker/dealer deemed most capable of providing the services necessary to obtain the most favorable execution. “Best execution” is generally understood to mean the most favorable cost or net proceeds reasonably obtainable under the circumstances. The full range of brokerage services applicable to a particular transaction may be considered when making this judgment, which may include, but is not limited to: liquidity, price, commission, timing, aggregated trades, capable floor brokers or traders, competent block trading coverage, ability to position, capital strength and stability, reliable and accurate communications and settlement processing, use of automation, knowledge of other buyers or sellers, arbitrage skills, administrative ability, underwriting and provision of information on a particular security or market in which the transaction is to occur. The specific criteria will vary depending upon the nature of the transaction, the market in which it is executed, and the extent to which it is possible to select from among multiple broker/dealers. The Adviser will also use electronic crossing networks (“ECNs”) when appropriate.

Subject to the foregoing policies, brokers or dealers selected to execute a Fund’s portfolio transactions may include the Fund’s Authorized Participants (as discussed in “Procedures for Purchase of Creation Units” below) or their affiliates. An Authorized Participant or its affiliates may be selected to execute a Fund’s portfolio transactions in conjunction with an all-cash creation unit order or an order including “cash-in-lieu” (as described below under “Purchase and Redemption of Shares in Creation Units”), so long as such selection is in keeping with the foregoing policies. As described below under “Purchase and Redemption of Shares in Creation Units—Creation Transaction Fee” and “—Redemption Transaction Fee,” a Fund may determine to not charge a variable fee on certain orders when the Adviser has determined that doing so is in the best interests of Fund shareholders, e.g., for creation orders that facilitate the changes to a Fund’s portfolio in a more tax efficient manner than could be achieved without such order, even if the decision to not charge a variable fee could be viewed as benefiting the Authorized Participant or its affiliate selected to execute the Fund’s portfolio transactions in connection with such orders.

The Adviser may use a Fund’s assets for, or participate in, third party soft dollar arrangements, in addition to receiving proprietary research from various full-service brokers, the cost of which is bundled with the cost of the broker’s execution services. The Adviser does not “pay up” for the value of any such proprietary research. Section 28(e) of the Exchange Act permits the Adviser, under certain circumstances, to cause a Fund to pay a broker or dealer a commission for effecting a transaction in excess of the amount of commission another broker or dealer would have charged for effecting the transaction in recognition of the value of brokerage and research services provided by the broker or dealer. The Adviser may receive a variety of research services and information on many topics, which it can use in connection with its management responsibilities with respect to the various accounts over which it exercises investment discretion or otherwise provides investment advice. The research services may include qualifying order management systems, portfolio attribution and monitoring services and computer software and access charges which are directly related to investment research. Accordingly, a Fund may pay a broker commission higher than the lowest available commission in recognition of the broker’s provision of such services to the Adviser, but only if the Adviser determines the total commission (including the soft dollar benefit) is comparable to the best commission rate that could be expected to be received from other brokers. The amount of soft dollar benefits received depends on the amount of brokerage transactions effected with the brokers. A conflict of interest exists because there is an incentive to: 1) cause clients to pay a higher commission than the firm might otherwise be able to negotiate; 2) cause clients to engage in more securities transactions than would otherwise be optimal; and 3) only recommend brokers that provide soft dollar benefits.

The Adviser faces a potential conflict of interest when it uses client trades to obtain brokerage or research services. This conflict exists because the Adviser is able to use the brokerage or research services to manage client accounts without paying cash for such services, which reduces the Adviser’s expenses to the extent that the Adviser would have purchased such products had they not been provided by brokers. Section 28(e) permits the Adviser to use brokerage or research services for the benefit of any account it manages. Certain accounts managed by the Adviser may generate soft dollars used to purchase brokerage or research services that ultimately benefit other accounts managed by the Adviser, effectively cross subsidizing the other accounts managed by the Adviser that benefit directly from the product. The Adviser may not necessarily use all of the brokerage or research services in connection with managing a Fund whose trades generated the soft dollars used to purchase such products.

The Adviser is responsible, subject to oversight by the Board, for placing orders on behalf of the Funds for the purchase or sale of portfolio securities. If purchases or sales of portfolio securities of a Fund and one or more other investment companies or clients supervised by the Adviser are considered at or about the same time, transactions in such securities are allocated among the several investment companies and clients in a manner deemed equitable and consistent with its fiduciary obligations to all by the Adviser. In some cases, this procedure could have a detrimental effect on the price or volume of the security so far as a Fund is concerned. However, in other cases, it is possible that the ability to participate in volume transactions and to negotiate lower brokerage commissions will be beneficial to the Funds. The primary consideration is prompt execution of orders at the most favorable net price.

A Fund may deal with affiliates in principal transactions to the extent permitted by exemptive order or applicable rule or regulation.

Brokerage with Fund Affiliates. The Funds may execute brokerage or other agency transactions through registered broker-dealer affiliates of the Funds, the Adviser, or the Distributor for a commission in conformity with the 1940 Act, the Exchange Act and rules promulgated by the SEC. These rules require that commissions paid to the affiliate by a Fund for exchange transactions not exceed “usual and customary” brokerage commissions. The rules define “usual and customary” commissions to include amounts which are “reasonable and fair compared to the commission, fee or other remuneration received or to be received by other brokers in connection with comparable transactions involving similar securities being purchased or sold on a securities exchange during a comparable period of time.” The Trustees, including those who are not “interested persons” of the Funds, have adopted procedures for evaluating the reasonableness of commissions paid to affiliates and review these procedures periodically. As of the date of this SAI, the Funds have not paid brokerage commissions to any registered broker-dealer affiliates of the Fund, the Adviser, or the Distributor.

Securities of “Regular Broker-Dealers.” Each Fund is required to identify any securities of its “regular brokers and dealers” (as such term is defined in the 1940 Act) which it may hold at the close of its most recent fiscal year. “Regular brokers and dealers” of the Trust are the ten brokers or dealers that, during the most recent fiscal year: (i) received the greatest dollar amounts of brokerage commissions from the Trust’s portfolio transactions; (ii) engaged as principal in the largest dollar amounts of portfolio transactions of the Trust; or (iii) sold the largest dollar amounts of the Trust’s Shares. As of the date of this SAI, the Funds did not own securities of their regular brokers or dealers.

The Funds are also required to identify any brokerage transactions during their most recent fiscal year that were directed to a broker because of research services provided, along with the amount of any such transactions and any related commissions paid by the Fund. As of the date of this SAI, the Funds did not have any such transactions or related commissions paid for research services.

Brokerage Commissions. Since the Funds are new, no brokerage commissions were paid by the Funds as of the date of this SAI.

Directed Brokerage. As of the date of this SAI, the Funds have not paid any commissions on brokerage transactions directed to brokers pursuant to an agreement or understanding whereby the broker provides research or other brokerage services to the Adviser.

Portfolio Turnover. Portfolio turnover may vary from year to year, as well as within a year. High turnover rates are likely to result in comparatively greater brokerage expenses. The overall reasonableness of brokerage commissions is evaluated by the Adviser based upon its knowledge of available information as to the general level of commissions paid by the other institutional investors for comparable services. Since the Funds are new no portfolio turnover information is available. High portfolio turnover levels - those in excess of 100% - can lead to additional transaction costs and possible tax consequences.

ADDITIONAL INFORMATION CONCERNING THE TRUST

The Trust’s Agreement and Declaration of Trust (the “Declaration of Trust”) authorizes the issuance of an unlimited number of funds and Shares of each Fund. Each Share of each Fund represents an equal proportionate interest in any given Fund with any given Share. Shares are entitled upon liquidation to a pro rata share in the net assets of the Funds. Shareholders have no preemptive rights. The Declaration of Trust provides that the Trustees may create additional series or classes of shares. All consideration received by the Trust for shares of any additional funds and all assets in which such consideration is invested would belong to that fund and would be subject to the liabilities related thereto. Share certificates representing shares will not be issued. Each Fund’s Shares, when issued, are fully paid and non-assessable.

Each Share has one vote with respect to matters upon which a shareholder vote is required, consistent with the requirements of the 1940 Act and the rules promulgated thereunder. Shares of all funds of the Trust vote together as a single class, except that if the matter being voted on affects only a particular fund it will be voted on only by that fund and if a matter affects a particular fund differently from other funds, that fund will vote separately on such matter. As a Delaware statutory trust, the Trust is not required, and does not intend, to hold annual meetings of shareholders. Approval of shareholders will be sought, however, for certain changes in the operation of the Trust and for the election of Trustees under certain circumstances. Upon the written request of shareholders owning at least 10% of the Trust’s shares, the Trust will call for a meeting of shareholders to consider the removal of one or more Trustees and other certain matters. In the event that such a meeting is requested, the Trust will provide appropriate assistance and information to the shareholders requesting the meeting.

Under the Declaration of Trust, the Trustees have the power to liquidate a Fund without shareholder approval. While the Trustees have no present intention of exercising this power, they may do so if a Fund fails to reach a viable size within a reasonable amount of time or for such other reasons as may be determined by the Board.

As described further in the Declaration of Trust, no person, other than a Trustee, who is not a Shareholder of a particular Series (or class) shall be entitled to bring any derivative action, suit or other proceeding on behalf of the Trust with respect to such Series (or class). No Shareholder of a Series (or class) may maintain a derivative action on behalf of the Trust with respect to such Series (or class) unless holders of at least ten percent (10%) of the outstanding Shares of such Series (or class) join in the bringing of such action; except that this provision will not apply to claims brought under the U.S. federal securities laws. In addition to the requirements set forth in Section 3816 of the Delaware Act, a Shareholder may bring a derivative action on behalf of the Trust with respect to a Series (or class) only if the following conditions are met: (i) the Shareholder or Shareholders must make a pre-suit demand upon the Trustees to bring the subject action unless an effort to cause the Trustees to bring such an action is not likely to succeed; and a demand on the Trustees shall only be deemed not likely to succeed and therefore excused if a majority of the Trustees, or a majority of any committee established to consider the merits of such action, has a personal financial interest in the transaction at issue, and a Trustee shall not be deemed interested in a transaction or otherwise disqualified from ruling on the merits of a Shareholder demand by virtue of the fact that such Trustee receives remuneration for his service as a Trustee of the Trust or as a trustee or director of one or more investment companies that are under common management with or otherwise affiliated with the Trust; and (ii) unless a demand is not required under clause (i) of this paragraph, the Trustees must be afforded a reasonable amount of time to consider such Shareholder request and to investigate the basis of such claim; and the Trustees shall be entitled to retain counsel or other advisors in considering the merits of the request and may require an undertaking by the Shareholders making such request to reimburse the Trust for the expense of any such advisors in the event that the Trustees determine not to bring such action (except that the provision allowing the Trustees to require an undertaking by the Shareholders to reimburse the Trust for the expense of any such advisors will not apply to claims brought under the U.S. federal securities laws).

Role of the Depository Trust Company (“DTC”). DTC acts as Securities Depository for the Shares of the Trust. Shares of the Funds are represented by securities registered in the name of DTC or its nominee and deposited with, or on behalf of, DTC.

DTC, a limited-purpose trust company, was created to hold securities of its participants (“DTC Participants”) and to facilitate the clearance and settlement of securities transactions among the DTC Participants in such securities through electronic book-entry changes in accounts of the DTC Participants, thereby eliminating the need for physical movement of securities’ certificates. DTC Participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations, some of which (and/or their representatives) own DTC. More specifically, DTC is a subsidiary of the Depository Trust and Clearing Corporation, which is owned by its member firms, including international broker dealers, correspondent and clearing banks, mutual fund companies and investment banks. Access to the DTC system is also available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a DTC Participant, either directly or indirectly (“Indirect Participants”).

Beneficial ownership of Shares is limited to DTC Participants, Indirect Participants and persons holding interests through DTC Participants and Indirect Participants. Ownership of beneficial interests in Shares (owners of such beneficial interests are referred to herein as “Beneficial Owners”) is shown on, and the transfer of ownership is effected only through, records maintained by DTC (with respect to DTC Participants) and on the records of DTC Participants (with respect to Indirect Participants and Beneficial Owners that are not DTC Participants). Beneficial Owners will receive from or through the DTC Participant a written confirmation relating to their purchase of Shares. No Beneficial Owner shall have the right to receive a certificate representing such Shares.

Conveyance of all notices, statements and other communications to Beneficial Owners is effected as follows. Pursuant to the Depositary Agreement between the Trust and DTC, DTC is required to make available to the Trust upon request and for a fee to be charged to the Trust a listing of the Shares of the Funds held by each DTC Participant. The Trust shall inquire of each such DTC Participant as to the number of Beneficial Owners holding Shares, directly or indirectly, through such DTC Participant. The Trust shall provide each such DTC Participant with copies of such notice, statement or other communication, in such form and number and at such place as such DTC Participant may reasonably request, in order that such notice, statement or communication may be transmitted by such DTC Participant, directly or indirectly, to such Beneficial Owners. In addition, the Trust shall pay to each such DTC Participant a fair and reasonable amount as reimbursement for the expenses attendant to such transmittal, all subject to applicable statutory and regulatory requirements.

Share distributions shall be made to DTC or its nominee, Cede & Co., as the registered holder of all Shares of the Trust. DTC or its nominee, upon receipt of any such distributions, shall immediately credit DTC Participants’ accounts with payments in amounts proportionate to their respective beneficial interests in Shares of the Funds as shown on the records of DTC or its nominee. Payments by DTC Participants to Indirect Participants and Beneficial Owners of Shares held through such DTC Participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in a “street name,” and will be the responsibility of such DTC Participants.

The Trust has no responsibility or liability for any aspect of the records relating to or notices to Beneficial Owners, or payments made on account of beneficial ownership interests in such Shares, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests, or for any other aspect of the relationship between DTC and the DTC Participants or the relationship between such DTC Participants and the Indirect Participants and Beneficial Owners owning through such DTC Participants. DTC may decide to discontinue its service with respect to Shares of the Trust at any time by giving reasonable notice to the Trust and discharging its responsibilities with respect thereto under applicable law. Under such circumstances, the Trust shall take action to find a replacement for DTC to perform its functions at a comparable cost.

LIMITATION OF TRUSTEES’ LIABILITY

The Declaration of Trust provides that a Trustee shall be liable only for his or her own willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of Trustee, and shall not be liable for errors of judgment or mistakes of fact or law. The Declaration of Trust also provides that the Trust shall indemnify each person who is, or has been, a Trustee, officer, employee or agent of the Trust, any person who is serving or has served at the Trust’s request as a Trustee, officer, trustee, employee or agent of another organization in which the Trust has any interest as a shareholder, creditor or otherwise to the fullest extent provided by law and in the manner provided in the By-laws. However, nothing in the Declaration of Trust shall protect or indemnify a Trustee against any liability for his or her willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of Trustee. Nothing contained in this section attempts to disclaim a Trustee’s individual liability in any manner inconsistent with the federal securities laws.

PURCHASE AND REDEMPTION OF SHARES IN CREATION UNITS

The Trust issues and sells Shares of the Funds only: (i) in Creation Units on a continuous basis through the Distributor, without a sales load (but subject to transaction fees, if applicable), at their NAV per share next determined after receipt of an order, on any Business Day, in proper form pursuant to the terms of the Authorized Participant Agreement (“Participant Agreement”); or (ii) pursuant to the Dividend Reinvestment Service (defined below). The NAV of a Fund’s Shares is calculated each Business Day as of the close of regular trading on the New York Stock Exchange, generally 4:00 p.m., Eastern Time on each day that the New York Stock Exchange is open. The Funds will not issue fractional Creation Units. A “Business Day” is any day on which the New York Stock Exchange and Trust are open for business.

Fund\nDeposits. The consideration for the purchase of a Creation Unit of a Fund generally will consist of cash (“Deposit Cash”). A Fund may, however,\naccept an in-kind deposit of a designated portfolio of securities (“Deposit Securities”), together with an amount of\ncash, or a combination of securities and cash, as determined by the Fund in its discretion. Together, the Deposit Securities and/or\ncash, as applicable, constitute the “Fund Deposit.” The composition of the Fund Deposit may change from time to\ntime.

The “Cash\nComponent” is an amount equal to the difference between the NAV of the Shares (per Creation Unit) and the market value of the\nDeposit Securities or Deposit Cash, as applicable. If the Cash Component is a positive number (i.e., the net asset value per\nCreation Unit exceeds the market value of the Deposit Securities or Deposit Cash, as applicable), the Cash Component shall be such\npositive amount. If the Cash Component is a negative number (i.e., the net asset value per Creation Unit is less than the\nmarket value of the Deposit Securities or Deposit Cash, as applicable), the Cash Component shall be such negative amount and the\ncreator will be entitled to receive cash in an amount equal to the Cash Component. The Cash Component serves the function of\ncompensating for any differences between the net asset value per Creation Unit and the market value of the Deposit Securities or\nDeposit Cash, as applicable. Computation of the Cash Component excludes any transfer taxes or other similar fees and\nexpenses payable upon transfer of beneficial ownership of the Deposit Securities, if applicable, which shall be the sole\nresponsibility of the Authorized Participant (as defined below).

The Funds, through NSCC, will make available on each Business Day, prior to the opening of business on the Exchange (currently 9:30 a.m., Eastern Time), the list of the names and the required number of Shares of each Deposit Security or the required amount of Deposit Cash, as applicable, to be included in the current Fund Deposits (based on information at the end of the previous Business Day) for each Fund. Such Fund Deposits are subject to any applicable adjustments as described below, to effect purchases of Creation Units of a Fund until such time as the next-announced composition of the Deposit Securities or the required amount of Deposit Cash, as applicable, is made available.

The identity and number of Shares of the Deposit Securities or the amount of Deposit Cash, as applicable, required for a Fund Deposit for a Creation Unit changes as rebalancing adjustments and corporate action events are reflected from time to time by the Adviser with a view to the investment objective of a Fund. However, there will be no intraday changes to Deposit Securities or Deposit Cash except to correct errors in the published list.

The Trust reserves the right to permit or require the substitution of an amount of cash (that is a “cash in lieu” amount) to be added to the Cash Component to replace any Deposit Security which may not be available in sufficient quantity for delivery or that may not be eligible for transfer through the systems of DTC, the Clearing Process (discussed below), the Federal Reserve System for U.S. Treasury Securities (discussed below) or for other similar reasons. The Trust also reserves the right to permit or require a “cash in lieu” amount where the delivery of Deposit Securities by the Authorized Participant (as described below) would be restricted under the securities laws or where delivery of Deposit Securities to the Authorized Participant would result in the disposition of Deposit Securities by the Authorized Participant becoming restricted under the securities laws, and in certain other situations. The adjustments described above will reflect changes, known to the Adviser on the date of announcement to be in effect by the time of delivery of the Fund Deposit, resulting from certain corporate actions.

On a given Business Day, the Trust may require all Authorized Participants purchasing Creation Units on that day to deposit an amount of cash (that is a “cash in lieu” amount) to replace any Deposit Security that may not be eligible for transfer through the systems of DTC or the Clearing Process (discussed below). The Trust also reserves the right to permit a “cash in lieu” to replace any Deposit Security which may not be available in sufficient quantity or which may not be eligible for trading by an Authorized Participant or the investor on whose behalf the Authorized Participant is acting (“custom orders”). The Trust may in its discretion require an Authorized Participant to purchase Creation Units of the Fund in cash, rather than in-kind. On a given Business Day, the Trust may announce before the open of trading that all purchases of Creation Units of the Fund on that day will be made entirely in cash or, upon receiving a purchase order for Creation Units of the Fund from an Authorized Participant, the Trust may determine to require that purchase to be made entirely in cash.

Procedures for Purchase of Creation Units. To be eligible to place orders with the Distributor to purchase a Creation Unit of the Funds, an entity must be (i) a “Participating Party”, i.e., a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of the NSCC (the “Clearing Process”), a clearing agency that is registered with the SEC; or (ii) a DTC Participant. In addition, each Participating Party or DTC Participant (each, an “Authorized Participant”) must execute a Participant Agreement that has been agreed to by the Distributor, and that has been accepted by the Transfer Agent and the Trust, with respect to purchases and redemptions of Creation Units. Each Authorized Participant will agree, pursuant to the terms of a Participant Agreement, on behalf of itself or any investor on whose behalf it will act, to certain conditions, including that it will pay to the Trust, an amount of cash sufficient to pay the Cash Component together with the creation transaction fee (described below) and any other applicable fees and taxes.

All orders to purchase Shares directly from the Funds must be placed for one or more Creation Units and in the manner and by the time set forth in the Participant Agreement and/or applicable order form. The date on which an order to purchase Creation Units (or an order to redeem Creation Units, as set forth below) of such Funds is received and accepted is referred to as the “Order Placement Date.”

The order cut-off time for orders to purchase Creation Units for each Fund is expected to be 4:00 p.m. Eastern Time, which time may be modified by a Fund from time-to-time by amendment to the Participant Agreement and/or applicable order form.

An Authorized Participant may require an investor to make certain representations or enter into agreements with respect to the order, (e.g., to provide for payments of cash, when required). Investors should be aware that their particular broker may not have executed a Participant Agreement and that, therefore, orders to purchase Shares directly from the Funds in Creation Units have to be placed by the investor’s broker through an Authorized Participant that has executed a Participant Agreement. In such cases there may be additional charges to such investor. At any given time, there may be only a limited number of broker-dealers that have executed a Participant Agreement.

On days when the Exchange closes earlier than normal, the Funds may require orders to create Creation Units to be placed earlier in the day. In addition, if a market or markets on which the Funds’ investments are primarily traded is closed, the Funds will also generally not accept orders on such day(s). Orders must be transmitted by an Authorized Participant by telephone or other transmission method acceptable to the Distributor pursuant to procedures set forth in the Participant Agreement and in accordance with the applicable order form. On behalf of the Funds, the Distributor will notify the Custodian of such order. Those placing orders through an Authorized Participant should allow sufficient time to permit proper submission of the purchase order to the Distributor by the cut-off time on such Business Day, as designated in the Participant Agreement. Economic or market disruptions or changes, or telephone or other communication failure may impede the ability to reach the Distributor or an Authorized Participant.

Fund Deposits must be\ndelivered by an Authorized Participant through the Federal Reserve System (for cash) or through DTC (for securities) and/or through such other arrangements allowed by the Trust or its agents. The Fund Deposit transfer must be ordered by the Authorized Participant in a timely fashion so as to ensure the delivery of the requisite\nnumber of Deposit Securities or Deposit Cash, as applicable, to the account of a Fund or its agents by no later than the time set forth\nin the applicable order form on the Settlement Date. If a Fund or its agents do not receive all of the Deposit\nSecurities, or the required Deposit Cash in lieu thereof, by such time, then the order may be deemed rejected and the Authorized\nParticipant shall be liable to a Fund for losses, if any, resulting therefrom. The “Settlement Date” for the Funds is\ngenerally the first Business Day after the Order Placement Date. All questions as to the number of Deposit Securities or Deposit\nCash to be delivered, as applicable, and the validity, form and eligibility (including time of receipt) for the deposit of any\ntendered securities or cash, as applicable, will be determined by the Trust, whose determination shall be final and binding. The\namount of cash represented by the Cash Component must be transferred directly to the Custodian through the Federal Reserve Bank wire\ntransfer system in a timely manner so as to be received by the Custodian no later than the Settlement Date. If the Cash Component\nand the Deposit Securities or Deposit Cash, as applicable, are not received by the Custodian in a timely manner by the Settlement\nDate, the creation order may be cancelled. Upon written notice to the Distributor, such canceled order may be resubmitted the\nfollowing Business Day using the Fund Deposit as newly constituted to reflect the then current NAV of a Fund.

The\norder shall be deemed to be received on the Order Placement Date provided that the order is placed in proper form prior to the applicable\ncut-off time and the Deposit Cash, as applicable, and the Cash Component in the appropriate amount are deposited with the Custodian by\nthe time set forth in the applicable order form on the Settlement Date. If the order is not placed in proper form as required, or Deposit\nCash, as applicable, and the Cash Component in the appropriate amount are not received by such time on the Settlement Date, then, the order may be deemed to be rejected and the Authorized Participant shall be liable to the Funds for losses, if any, resulting there\nfrom. Notwithstanding the foregoing, the Trust may, but is not required to, permit orders until 4:00 p.m., Eastern time, or until the\nmarket close (in the event the Exchange closes early). A creation request is considered to be in “proper form” if all procedures\nset forth in the Participant Agreement, order form and this SAI are properly followed.

Issuance of a Creation\nUnit. Except as provided herein, Creation Units will not be issued until the transfer of good title to the Trust of the Deposit\nSecurities or payment of Deposit Cash, as applicable, and the payment of the Cash Component have been completed. When the Custodian\nhas confirmed that the required Deposit Securities or Deposit Cash, as applicable have been delivered to the account of the Fund the Distributor and the Adviser shall be notified of such delivery, and the Trust will issue and\ncause the delivery of the Creation Units. The delivery of Creation Units so created generally will occur no later than the first\nBusiness Day following the day on which the purchase order is deemed received by the Distributor. Each Fund reserves the right to\nsettle Creation Unit transactions on a basis other than T+1, including a shorter settlement period, if necessary or appropriate\nunder the circumstances and compliant with applicable law. For example, each Fund reserves the right to settle Creation Unit\ntransactions on a basis other than T+1 in order to accommodate non-U.S. market holiday schedules, to account for different treatment\namong non-U.S. and U.S. markets of dividend record dates and ex-dividend dates (i.e., the last day the holder of a security can sell\nthe security and still receive dividends payable on the security) and in certain other circumstances. The Authorized Participant\nshall be liable to a Fund for losses, if any, resulting from unsettled orders.

Creation Units may be issued in advance of receipt by the Trust of all or a portion of the applicable Deposit Securities as described below. In these circumstances, the initial deposit will have a value greater than the net asset value of the Shares on the date the order is placed in proper form since, in addition to available Deposit Securities, cash must be deposited in an amount equal to the sum of (i) the Cash Component, plus (ii) an additional amount of cash equal to a percentage of the market value as set forth in the Participant Agreement, of the undelivered Deposit Securities (the “Additional Cash Deposit”), which shall be maintained in a separate non-interest bearing collateral account. The Authorized Participant must deposit with the Custodian the Additional Cash Deposit, as applicable, by 12:00 p.m. Eastern Time (or such other time as specified by the Trust) on the Settlement Date. If a Fund or its agents do not receive the Additional Cash Deposit in the appropriate amount, by such time, then the order may be deemed rejected and the Authorized Participant shall be liable to the Fund for losses, if any, resulting therefrom. An additional amount of cash shall be required to be deposited with the Trust, pending delivery of the missing Deposit Securities to the extent necessary to maintain the Additional Cash Deposit with the Trust in an amount at least equal to the applicable percentage, as set forth in the Participant Agreement, of the daily marked to market value of the missing Deposit Securities. The Participant Agreement will permit the Trust to buy the missing Deposit Securities at any time. Authorized Participants will be liable to the Trust for the costs incurred by the Trust in connection with any such purchases. These costs will be deemed to include the amount by which the actual purchase price of the Deposit Securities exceeds the market value of such Deposit Securities on the day the purchase order was deemed received by the Distributor plus the brokerage and related transaction costs associated with such purchases. The Trust will return any unused portion of the Additional Cash Deposit once all of the missing Deposit Securities have been properly received by the Custodian or purchased by the Trust and deposited into the Trust. In addition, a transaction fee, as described below under “Creation Transaction Fee” may be charged. The delivery of Creation Units so created generally will occur no later than the Settlement Date.

Acceptance of Orders of Creation Units. The Trust reserves the right to reject an order for Creation Units transmitted to it by the Distributor with respect to a Fund including, without limitation, if (a) the order is not in proper form; (b) the Deposit Securities or Deposit Cash, as applicable, delivered by the Participant are not as disseminated through the facilities of the NSCC for that date by the Custodian; (c) the investor(s), upon obtaining the Shares ordered, would own 80% or more of the currently outstanding Shares of a Fund; (d) the acceptance of the Fund Deposit would, in the opinion of counsel, be unlawful; (e) the acceptance or receipt of the order for a Creation Unit would, in the opinion of counsel to the Trust, be unlawful; or (f) in the event that circumstances outside the control of the Trust, the Custodian, the Transfer Agent and/or the Adviser make it for all practical purposes not feasible to process orders for Creation Units.

Examples of such circumstances include acts of God or public service or utility problems such as fires, floods, extreme weather conditions and power outages resulting in telephone, telecopy and computer failures; market conditions or activities causing trading halts; systems failures involving computer or other information systems affecting the Trust, the Distributor, the Custodian, a sub-custodian, the Transfer Agent, DTC, NSCC, Federal Reserve System, or any other participant in the creation process, and other extraordinary events. The Distributor shall notify a prospective creator of a Creation Unit and/or the Authorized Participant acting on behalf of the creator of a Creation Unit of its rejection of the order of such person. The Trust, the Transfer Agent, the Custodian, any sub-custodian and the Distributor are under no duty, however, to give notification of any defects or irregularities in the delivery of Fund Deposits nor shall either of them incur any liability for the failure to give any such notification. The Trust, the Transfer Agent, the Custodian and the Distributor shall not be liable for the rejection of any purchase order for Creation Units.

All questions as to the number of Shares of each security in the Deposit Securities and the validity, form, eligibility and acceptance for deposit of any securities to be delivered shall be determined by the Trust, and the Trust’s determination shall be final and binding.

Creation Transaction Fee. A fixed purchase (i.e., creation) transaction fee, payable to the Funds’ custodian, may be imposed for the transfer and other transaction costs associated with the purchase of Creation Units (“Creation Order Costs”). The standard fixed creation transaction fee for each Fund, regardless of the number of Creation Units created in the transaction, is set forth in the table below. A Fund may adjust the standard fixed creation transaction fee from time to time. The fixed creation fee may be waived on certain orders if a Fund’s custodian has determined to waive some or all of the Creation Order Costs associated with the order or another party, such as the Adviser, has agreed to pay such fee.

\n \n \n \n \n \n \n \n \n \n

Name of Fund	Fixed Creation Transaction Fee
Leverage Shares 2X Long Anthropic Daily ETF	$300
Leverage Shares 2X Short Anthropic Daily ETF	$300

In addition, a variable fee, payable to a Fund, of up to the maximum amount permitted by applicable law may be imposed on a creation order to compensate the Fund for brokerage, transaction, market impact, financing or other costs associated with the creation. The amount of any variable fee will be determined in accordance with the Fund’s policies and procedures and may vary depending on the circumstances of the creation.

Risks of Purchasing Creation Units. There are certain legal risks unique to investors purchasing Creation Units directly from a Fund. Because Shares may be issued on an ongoing basis, a “distribution” of Shares could be occurring at any time. Certain activities that a shareholder performs as a dealer could, depending on the circumstances, result in the shareholder being deemed a participant in the distribution in a manner that could render the shareholder a statutory underwriter and subject to the prospectus delivery and liability provisions of the Securities Act. For example, a shareholder could be deemed a statutory underwriter if it purchases Creation Units from a Fund, breaks them down into the constituent Shares, and sells those Shares directly to customers, or if a shareholder chooses to couple the creation of a supply of new Shares with an active selling effort involving solicitation of secondary-market demand for Shares. Whether a person is an underwriter depends upon all of the facts and circumstances pertaining to that person’s activities, and the examples mentioned here should not be considered a complete description of all the activities that could cause you to be deemed an underwriter.

Dealers who are not “underwriters” but are participating in a distribution (as opposed to engaging in ordinary secondary-market transactions), and thus dealing with Shares as part of an “unsold allotment” within the meaning of Section 4(a)(3)(C) of the Securities Act, will be unable to take advantage of the prospectus delivery exemption provided by Section 4(a)(3) of the Securities Act.

Redemption. Shares may be redeemed only in Creation Units at their net asset value next determined after receipt of a redemption request in proper form by the Funds through the Transfer Agent and only on a Business Day. Redemption requests must be placed by or through an Authorized Participant. EXCEPT UPON LIQUIDATION OF A FUND, THE TRUST WILL NOT REDEEM SHARES IN AMOUNTS LESS THAN CREATION UNITS. Investors must accumulate enough Shares in the secondary market to constitute a Creation Unit to have such Shares redeemed by the Trust. There can be no assurance, however, that there will be sufficient liquidity in the public trading market at any time to permit assembly of a Creation Unit. Investors should expect to incur brokerage and other costs in connection with assembling a sufficient number of Shares to constitute a redeemable Creation Unit.

With respect to the Funds, the Custodian, through the NSCC, may make available prior to the opening of business on the Exchange (currently 9:30 a.m. Eastern Time) on each Business Day the list of the names and quantities of each Fund’s portfolio securities that may be applicable to in-kind redemption requests received in proper form on that day (“Fund Securities”).

Redemption proceeds for a Creation Unit generally will be paid in cash. A Fund may, however, satisfy a redemption request in-kind through the transfer of Fund Securities, through a combination of Fund Securities and cash, or in such other manner as permitted by applicable law. The form of redemption proceeds will be determined by the Fund in its discretion.

With respect to an in-kind redemption, redemption proceeds for a Creation Unit will consist of the Fund Securities announced by the Custodian for the applicable Business Day, plus or minus an amount of cash necessary to cause the value of the redemption proceeds to equal the NAV of the Creation Unit being redeemed, less any applicable redemption transaction fees. Fund Securities received on redemption may not be identical to Deposit Securities.

Redemption Transaction Fee. A fixed redemption transaction fee, payable to the Funds’ custodian, may be imposed for the transfer and other transaction costs associated with the redemption of Creation Units (“Redemption Order Costs”). The standard fixed redemption transaction fee for each Fund, regardless of the number of Creation Units redeemed in the transaction, is set forth in the table below. A Fund may adjust the redemption transaction fee from time to time. The fixed redemption fee may be waived on certain orders if the Fund’s custodian has determined to waive some or all of the Redemption Order Costs associated with the order or another party, such as the Adviser, has agreed to pay such fee.

\n \n \n \n \n \n \n \n \n \n

Name of Fund	Fixed Redemption Transaction Fee
Leverage Shares 2X Long Anthropic Daily ETF	$300
Leverage Shares 2X Short Anthropic Daily ETF	$300

In addition, a variable fee, payable to a Fund, of up to the maximum amount permitted by applicable law may be imposed on a redemption order to compensate the Fund for brokerage, transaction, market impact, financing or other costs associated with the redemption. The amount of any variable fee will be determined in accordance with the Fund’s policies and procedures and may vary depending on the circumstances of the redemption.

Investors who use the services of a broker or other such intermediary may be charged a fee for such services. Investors are responsible for the fixed costs of transferring the Fund Securities from the Fund to their account or on their order.

Procedures for Redemption of Creation Units. Orders to redeem Creation Units of each Fund must be submitted in proper form to the Transfer Agent prior to 4:00 p.m. Eastern Time.

A redemption request is considered to be in “proper form” if (i) an Authorized Participant has transferred or caused to be transferred to the Trust’s Transfer Agent the Creation Unit(s) being redeemed through the book-entry system of DTC so as to be effective by the time as set forth in the Participant Agreement and (ii) a request in form satisfactory to the Trust is received by the Transfer Agent from the Authorized Participant on behalf of itself or another redeeming investor within the time periods specified in the Participant Agreement. If the Transfer Agent does not receive the investor’s Shares through DTC’s facilities by the times and pursuant to the other terms and conditions set forth in the Participant Agreement, the redemption request shall be rejected.

The Authorized Participant must transmit the request for redemption, in the form required by the Trust, to the Transfer Agent in accordance with procedures set forth in the Authorized Participant Agreement. Investors should be aware that their particular broker may not have executed an Authorized Participant Agreement, and that, therefore, requests to redeem Creation Units may have to be placed by the investor’s broker through an Authorized Participant who has executed an Authorized Participant Agreement. Investors making a redemption request should be aware that such request must be in the form specified by such Authorized Participant. Investors making a request to redeem Creation Units should allow sufficient time to permit proper submission of the request by an Authorized Participant and transfer of the Shares to the Trust’s Transfer Agent; such investors should allow for the additional time that may be required to effect redemptions through their banks, brokers or other financial intermediaries if such intermediaries are not Authorized Participants.

In connection with taking delivery of Fund Securities upon redemption of Creation Units, a redeeming shareholder or Authorized Participant acting on behalf of such Shareholder must maintain appropriate custody arrangements with a qualified broker-dealer, bank or other custody providers in each jurisdiction in which any of the Fund Securities are customarily traded, to which account such Fund Securities will be delivered. Deliveries of redemption proceeds generally will be made within one business day of the trade date. However, each Fund reserves the right to settle redemption transactions on a basis other than T+1, including a shorter settlement period, if necessary or appropriate under the circumstances and compliant with applicable law.

Additional Redemption Procedures. A Fund may, in its discretion, satisfy a redemption request in cash, in-kind or through a combination of cash and securities. To the extent a redemption is satisfied in-kind, an Authorized Participant must have appropriate arrangements to take delivery of the Fund Securities. A Fund reserves the right to satisfy a redemption request in cash to the extent that the Fund could not lawfully deliver particular Fund Securities, delivery would otherwise be impracticable, or the Fund determines that a cash redemption would be in the best interests of the Fund. A Fund may also, in its discretion, provide a redeeming Authorized Participant with a portfolio of securities that differs from the composition of the Fund Securities, provided that the redemption is effected in accordance with applicable law and the Fund’s policies and procedures.

Required Early Acceptance of Orders. Notwithstanding the foregoing, as described in the Participant Agreement and/or applicable order form, a Fund may require orders to be placed or notification of orders to be received prior to the trade date, as described in the Participant Agreement or the applicable order form, to receive the trade date’s net asset value. Authorized Participants may be notified that the cut-off time for an order may be earlier on a particular business day, as described in the Participant Agreement and the order form.

DETERMINATION OF NAV

Net asset value per Share for the Funds is computed by dividing the value of the net assets of a Fund (i.e., the value of its total assets less total liabilities) by the total number of Shares outstanding, rounded to the nearest cent. Expenses and fees, including the management fees, are accrued daily and taken into account for purposes of determining net asset value. The net asset value of a Fund is calculated by the Fund Administrator and determined at the close of the regular trading session on the New York Stock Exchange (ordinarily 4:00 p.m., Eastern Time) on each day that such exchange is open, provided that fixed-income assets may be valued as of the announced closing time for trading in fixed-income instruments on any day that the Securities Industry and Financial Markets Association (“SIFMA”) announces an early closing time.

In calculating a Fund’s net asset value per Share, the Fund’s investments are generally valued using market valuations. A market valuation generally means a valuation (i) obtained from an exchange, a pricing service, or a major market maker (or dealer), (ii) based on a price quotation or other equivalent indication of value supplied by an exchange, a pricing service, or a major market maker (or dealer) or (iii) based on amortized cost. In the case of shares of other funds that are not traded on an exchange, a market valuation means such fund’s published net asset value per share. A price obtained from a pricing service based on such pricing service’s valuation matrix may be considered a market valuation.

DIVIDENDS AND DISTRIBUTIONS

The following information\nsupplements and should be read in conjunction with the sections in the Prospectus entitled “Dividends and Distributions” and\n“Additional Tax Information.”

General Policies. With respect to the Funds, dividends from net investment income, if any, are declared and paid at least annually. Distributions of net realized securities gains, if any, generally are declared and paid once a year, but the Funds may make distributions on a more frequent basis to comply with the distribution requirements of the Code, in all events in a manner consistent with the provisions of the 1940 Act.

Dividends and other distributions on Shares are distributed, as described below, on a pro rata basis to Beneficial Owners of such Shares. Dividend payments are made through DTC Participants and Indirect Participants to Beneficial Owners then of record with proceeds received from the Trust.

The Trust makes additional distributions to the extent necessary (i) to distribute the entire annual taxable income of the Funds, plus any net capital gains and (ii) to avoid imposition of the excise tax imposed by Code Section 4982. Management of the Funds reserves the right to declare special dividends if, in its reasonable discretion, such action is necessary or advisable to preserve the status of each Fund as a RIC or to avoid imposition of income or excise taxes on undistributed income.

Dividend Reinvestment Service. The Trust will not make the DTC book-entry dividend reinvestment service available for use by Beneficial Owners for reinvestment of their cash proceeds, but certain individual broker-dealers may make available the DTC book-entry Dividend Reinvestment Service for use by Beneficial Owners of the Funds through DTC Participants for reinvestment of their dividend distributions. Investors should contact their brokers to ascertain the availability and description of these services. Beneficial Owners should be aware that each broker may require investors to adhere to specific procedures and timetables to participate in the dividend reinvestment service and investors should ascertain from their brokers such necessary details. If this service is available and used, dividend distributions of both income and realized gains will be automatically reinvested in additional whole Shares issued by the Trust of the Funds at NAV per Share. Distributions reinvested in additional Shares of the Funds will nevertheless be taxable to Beneficial Owners acquiring such additional Shares to the same extent as if such distributions had been received in cash.

US FEDERAL INCOME\nTAXES

The following discussion is a summary of certain U.S. federal income tax considerations affecting the Funds and their shareholders. The discussion reflects applicable U.S. federal income tax laws as of the date of this SAI, which tax laws may be changed or subject to new interpretations by the courts or the Internal Revenue Service (the “IRS”), possibly with retroactive effect. No attempt is made to present a detailed explanation of all U.S. income, estate or gift tax, or foreign, state or local tax concerns affecting the Funds and their shareholders (including shareholders owning large positions in a Fund). The discussion set forth herein does not constitute tax advice. Investors are urged to consult their own tax advisers to determine the tax consequences to them of investing in the Funds.

In addition, no attempt is made to address tax concerns applicable to an investor with a special tax status such as a financial institution, real estate investment trust (“REIT”), insurance company, RIC, individual retirement account (“IRA”), other tax-exempt entity, or dealer in securities. Furthermore, this discussion does not reflect possible application of the alternative minimum tax (“AMT”). Unless otherwise noted, this discussion assumes shares of the Funds are held by U.S. shareholders (defined below) and that such shares are held as capital assets.

A U.S. shareholder is a beneficial owner of shares of a Fund that is for U.S. federal income tax purposes:

\n \n \n \n \n

●

a citizen or individual resident of the United States (including certain former citizens and former long-term residents);

\n \n \n \n \n

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a corporation or other entity treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States or any state thereof or the District of Columbia;

\n \n \n \n \n

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an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

\n \n \n \n \n

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a trust with respect to which a court within the United States is able to exercise primary supervision over its administration and one or more U.S. persons have the authority to control all of its substantial decisions or a trust that has a valid election in effect under applicable Treasury regulations to be treated as a U.S. person.

A “Non-U.S. shareholder” is a beneficial owner of shares of a Fund that is an individual, corporation, trust or estate and is not a U.S. shareholder. If a partnership (including any entity treated as a partnership for U.S. federal income tax purposes) holds shares of a Fund, the tax treatment of a partner in the partnership generally depends upon the status of the partner and the activities of the partnership. A partner of a partnership that will hold shares of a Fund should consult its own tax adviser with respect to the purchase, ownership, and disposition of shares of the Fund by the partnership.

Taxation as a RIC. Each Fund intends to qualify and remain qualified as a RIC under the Internal Revenue Code of 1986, as amended (the “Code”). There can be no assurance that each Fund will so qualify. A Fund will qualify as a RIC if, among other things, it meets the source-of-income and the asset-diversification requirements. With respect to the source-of-income requirement, a Fund must derive in each taxable year at least 90% of its gross income (including tax-exempt interest) from (i) dividends, interest, payments with respect to certain securities loans, gains from the sale or other disposition of stock, securities or foreign currencies, or other income (including but not limited to gains from options, futures and forward contracts) derived with respect to its business of investing in such shares, securities or currencies and (ii) net income derived from an interest in a “qualified publicly traded partnership” (the “Income Test.”) A “qualified publicly traded partnership” is generally defined as a publicly traded partnership under Code Section 7704. Income derived from a partnership (other than a qualified publicly traded partnership) or trust is qualifying income to the extent such income is attributable to items of income of the partnership or trust which would be qualifying income if realized by the Fund in the same manner as realized by the partnership or trust.

If a RIC fails the Income Test and such failure was due to reasonable cause and not willful neglect, generally it will not be subject to the U.S. federal income tax rate applicable to corporations. Instead, the amount of the penalty for non-compliance is the amount by which the non-qualifying income exceeds one-ninth of the qualifying gross income.

With respect to the asset-diversification requirement, each Fund must diversify its holdings so that, at the end of each quarter of each taxable year (i) at least 50% of the value of the Fund’s total assets is represented by cash and cash items, U.S. government securities, the securities of other RICs and other securities, if such other securities of any one issuer do not represent more than 5% of the value of the Fund’s total assets or more than 10% of the outstanding voting securities of such issuer, and (ii) not more than 25% of the value of the Fund’s total assets is invested in securities other than U.S. government securities or the securities of other RICs of (a) one issuer, (b) two or more issuers that are controlled by the Fund and that are engaged in the same, similar or related trades or businesses, or (c) one or more qualified publicly traded partnerships (the “Asset Test”).

If a RIC fails the Asset Test, such RIC, has a 6-month period to correct any failure without incurring a penalty if such failure is “de minimis.”

Similarly, if a RIC fails the Asset Test and the failure is not de minimis, a RIC can cure the failure if: (i) the RIC files with the U.S. Treasury Department a description of each asset that caused the RIC to fail the Asset Test; (ii) the failure is due to reasonable cause and not willful neglect; and (iii) the failure is cured within six months (or such other period specified by the U.S. Treasury Department). In such cases, a tax is imposed on the RIC equal to the greater of: (i) $50,000 or (ii) an amount determined by multiplying the highest corporate U.S. federal income tax rate (currently 21%) by the amount of net income generated during the period of the Asset Test failure by the assets that caused the RIC to fail the Asset Test.

If a Fund qualifies as a RIC and distributes to its shareholders, for each taxable year, at least 90% of the sum of (i) its “investment company taxable income” as that term is defined in the Code (which includes, among other things, dividends, taxable interest, the excess of any net short-term capital gains over net long-term capital losses and certain net foreign exchange gains as reduced by certain deductible expenses) without regard to the deduction for dividends paid, and (ii) the excess of its gross tax-exempt interest, if any, over certain deductions attributable to such interest that are otherwise disallowed (the “Distribution Test”), the Fund will be relieved of U.S. federal income tax on any income of the Fund, including long-term capital gains, distributed to shareholders. However, any ordinary income or capital gain retained by the Fund will be subject to regular corporate U.S. federal income tax rates (currently at a maximum rate of 21%). Each Fund intends to distribute at least annually substantially all of its investment company taxable income, net tax-exempt interest, and net capital gain.

Each Fund will generally be subject to a nondeductible 4% U.S. federal excise tax on the portion of its undistributed ordinary income with respect to each calendar year and undistributed capital gains if it fails to meet certain distribution requirements with respect to the one-year period ending on October 31 in that calendar year. To avoid the 4% U.S. federal excise tax, the required minimum distribution is generally equal to the sum of (i) 98.2% of a Fund’s ordinary income (computed on a calendar year basis), (ii) 98% of the Fund’s capital gain net income (generally computed for the one-year period ending on October 31) and (iii) any income realized, but not distributed, and on which the Fund paid no U.S. federal income tax in preceding years. The Funds generally intend to make distributions in a timely manner in an amount at least equal to the required minimum distribution and therefore, under normal market conditions, do not expect to be subject to this excise tax.

A Fund may be required to recognize taxable income in circumstances in which it does not receive cash. For example, if a Fund holds debt obligations that are treated under applicable U.S. federal income tax rules as having original issue discount (“OID”), such as debt instruments with payment of in kind interest or, in certain cases, with increasing interest rates or that are issued with warrants, the Fund must include in income each year a portion of the OID that accrues over the life of the obligation regardless of whether cash representing such income is received by the Fund in the same taxable year. Because any OID accrued will be included in a Fund’s “investment company taxable income” (discussed above) for the year of accrual, the Fund may be required to make a distribution to its shareholders to satisfy the Distribution Test, even though it will not have received an amount of cash that corresponds with the accrued income.

A RIC is permitted to carry forward net capital losses indefinitely and may allow losses to retain their original character (as short or as long-term). These capital loss carryforwards may be utilized in future years to offset net realized capital gains of the Funds, if any, prior to distributing such gains to shareholders.

Except as set forth below in “Failure to Qualify as a RIC,” the remainder of this discussion assumes that each Fund will qualify as a RIC for each taxable year.

Failure to Qualify as a RIC. If a Fund is unable to satisfy the Distribution Test or otherwise fails to qualify as a RIC in any year, it will be subject to corporate U.S. federal income tax on all of its income and gain, regardless of whether or not such income was distributed. Distributions to a Fund’s shareholders of such income and gain will not be deductible by the Fund in computing its taxable income. In such event, the Fund’s distributions, to the extent derived from the Fund’s current or accumulated earnings and profits, would constitute ordinary dividends, which would generally be eligible for the dividends received deduction available to corporate U.S. shareholders, and U.S. non-corporate shareholders would generally be able to treat such distributions as “qualified dividend income” eligible for preferential rates of U.S. federal income taxation, provided in each case that certain holding period and other requirements are satisfied.

Distributions in excess of a Fund’s current and accumulated earnings and profits would be treated first as a return of capital to the extent of the shareholders’ tax basis in their shares of the Fund, and any remaining distributions would be treated as a capital gain. To qualify as a RIC in a subsequent taxable year, a Fund would be required to satisfy the Income Test, Asset Test and Distribution Test for that year and distribute of any earnings and profits from any year in which the Fund failed to qualify for tax treatment as a RIC. Subject to a limited exception applicable to RICs that qualified as such under the Code for at least one year prior to disqualification and that requalify as a RIC no later than the second year following the nonqualifying year, a Fund would be subject to tax on any unrealized built-in gains in the assets held by it during the period in which the Fund failed to qualify for tax treatment as a RIC that are recognized within the subsequent 10 years, unless the Fund made a special election to pay corporate-level tax on such built-in gain at the time of its requalification as a RIC.

Taxation for U.S. Shareholders. Distributions paid to U.S. shareholders by a Fund from its investment company taxable income (which is, generally, the Fund’s ordinary income plus net realized short-term capital gains in excess of net realized long-term capital losses) are generally taxable to U.S. shareholders as ordinary income to the extent of the Fund’s earnings and profits, whether paid in cash or reinvested in additional shares of the Fund. Such distributions (if designated by a Fund) may qualify (i) for the dividends received deduction in the case of corporate U.S. shareholders to the extent that a Fund’s income consists of dividend income from U.S. corporations, excluding distributions from tax-exempt organizations, exempt farmers’ cooperatives or REITs or (ii) in the case of individual U.S. shareholders, as qualified dividend income eligible to be taxed at preferential rates to the extent that the Fund receives qualified dividend income, and provided in each case certain holding period and other requirements are met. Qualified dividend income is, in general, dividend income from taxable U.S. corporations and qualified foreign corporations (which generally include, foreign corporations incorporated in a possession of the United States or in certain countries with a qualified comprehensive income tax treaty with the United States, or the stock with respect to which such dividend is paid is readily tradable on an established securities market in the United States). A qualified foreign corporation generally excludes any foreign corporation, which for the taxable year of the corporation in which the dividend was paid, or the preceding taxable year, is a passive foreign investment company (a “PFIC”). Distributions made to a U.S. shareholder from an excess of net long-term capital gains over net short-term capital losses (“Capital Gain Dividends”), including Capital Gain Dividends credited to such U.S. shareholder but retained by the Fund, are taxable to such shareholder as long-term capital gain if they have been properly designated by the Fund, regardless of the length of time such U.S. shareholder owned the shares of the Fund. The maximum tax rate on Capital Gain Dividends received by individuals is generally 20%. Distributions in excess of the Fund’s earnings and profits will be treated by the U.S. shareholder, first, as a tax-free return of capital, which is applied against and will reduce the adjusted tax basis of the U.S. shareholder’s shares of the Fund and, after such adjusted tax basis is reduced to zero, will constitute capital gain to the U.S. shareholder. A Fund is not required to provide written notice designating the amount of any qualified dividend income or capital gain dividends and other distributions. The Forms 1099 sent to the U.S. shareholders will instead serve this notice purpose.

As a RIC, each Fund will be subject to the AMT, but any items that are treated differently for AMT purposes must be apportioned between a Fund and the U.S. shareholders and this may affect the shareholders’ AMT liabilities. Each Fund intends in general to apportion these items in the same proportion that dividends paid to each shareholder bear to the Fund’s taxable income (determined without regard to the dividends paid deduction).

For purpose of determining (i) whether the Distribution Test is satisfied for any year and (ii) the amount of Capital Gain Dividends paid for that year, a Fund may, under certain circumstances, elect to treat a dividend that is paid during the following taxable year as if it had been paid during the prior taxable year. If a Fund makes such an election, a U.S. shareholder will still be treated as receiving the dividend in the taxable year in which the distribution is made. However, any dividend declared by a Fund in October, November, or December of any calendar year, payable to shareholders of record on a specified date in such a month and actually paid during January of the following year, will be treated as if it had been received by the U.S. shareholders on December 31 of the year in which the dividend was declared.

Each Fund intends to distribute all realized capital gains, if any, at least annually. If, however, a Fund were to retain any net capital gain, the Fund may designate the retained amount as undistributed capital gains in a notice to shareholders who, if subject to U.S. federal income tax on long-term capital gains, (i) will be required to include in income as long-term capital gain, their proportionate shares of such undistributed amount, and (ii) will be entitled to credit their proportionate shares of the U.S. federal income tax paid by the Fund on the undistributed amount against their U.S. federal income tax liabilities, if any, and to claim refunds to the extent the credit exceeds such liabilities. If such an event occurs, the tax basis of shares of the Fund owned by a U.S. shareholder will, for U.S. federal income tax purposes, generally be increased by the difference between the amount of undistributed net capital gain included in the U.S. shareholder’s gross income and the tax deemed paid by the shareholders.

Sales and other dispositions of the shares, such as exchanges, of the Funds generally are taxable events. U.S. shareholders should consult their own tax adviser with reference to their individual circumstances to determine whether any particular transaction in the shares of a Fund is properly treated as a sale or exchange for U.S. federal income tax purposes, as the following discussion assumes, and the tax treatment of any gains or losses recognized in such transactions. The sale or other disposition of shares of a Fund will generally result in capital gain or loss to the U.S. shareholder equal to the difference between the amount realized and the shareholder’s adjusted tax basis in the shares sold or exchanged, and will be long-term capital gain or loss if the shares have been held for more than one year at the time of sale. Any loss upon the sale or exchange of shares held for six months or less will be treated as long-term capital loss to the extent of any Capital Gain Dividends received (including amounts credited as an undistributed Capital Gain Dividends) by such shareholder with respect to such shares. A loss realized on a sale or exchange of shares of a Fund generally will be disallowed if other substantially identical shares are acquired within a 61-day period beginning 30 days before and ending 30 days after the date that the shares are disposed. In such case, the basis of the shares acquired will be adjusted to reflect the disallowed loss. Both long-term and short-term capital gain of U.S. corporations are taxed at the rates applicable to ordinary income of corporations. For non-corporate U.S. taxpayers, short-term capital gain is taxed at the rate applicable to ordinary income, while long-term capital gain generally is taxed at a maximum rate of 20%. Capital losses are subject to certain limitations.

Each Fund is required to report its shareholders’ cost basis, gain/loss, and holding period to the IRS on the Fund’s shareholders’ Consolidated Form 1099s. The Funds have chosen average cost as the standing (default) tax lot identification method for all shareholders. A tax lot identification method is the way the Funds will determine which specific shares are deemed to be sold when there are multiple purchases on different dates at differing net asset values, and the entire position is not sold at one time. The Funds’ standing tax lot identification method is the method shares will be reported on a U.S shareholder’s Consolidated Form 1099 if the U.S. shareholder does not select a specific tax lot identification method. U.S. shareholders may choose a method different than a Fund’s standing method and will be able to do so at the time of their purchase or upon the sale of shares. The Funds are not responsible for the reliability or accuracy of the information for those securities that are not covered under these rules. The Funds and their service providers do not provide tax advice. U.S. shareholders should consult independent sources, which may include a tax professional, with respect to any decisions they may make with respect to choosing a tax lot identification method.

Certain U.S. shareholders, including individuals and estates and trusts, will be subject to an additional 3.8% Medicare tax on all or a portion of their “net investment income,” which should include dividends from the Funds and net gains from the disposition of shares of the Funds. U.S. shareholders are urged to consult their own tax advisers regarding the implications of the additional Medicare tax resulting from an investment in the Funds.

Straddles. When a Fund enters into an offsetting position to limit the risk on another position, the “straddle” rules usually come into play. An option or other position entered into or held by a Fund in conjunction with any other position held by the Fund may constitute a straddle for U.S. federal income tax purposes. In general, straddles are subject to certain rules that may affect the character and timing of a Fund’s gains and losses with respect to straddle positions. The key features of the straddle rules are as follows:

A\nFund may have to wait to deduct any losses. If a Fund has a capital gain in one position of a straddle and a capital loss in the\nother, the Fund may not recognize the loss for U.S. federal income tax purposes until the Fund disposes of both positions. This might\noccur, for example, if a Fund had a highly appreciated stock position and the Fund purchased protective put options (which give the Fund\nthe right to sell the stock to someone else for a period of time at a predetermined price) to offset the risk. If the stock continued\nto increase in value and the put options expired worthless, the Fund must defer recognition of the loss on its put options until the\nFund sells and recognizes the gain on the original, appreciated position.

A\nFund’s capital gain holding period may get clipped. The moment a Fund enters into a typical straddle, the capital gains\nholding period on its offsetting positions is frozen. If a Fund held the original position for one year or less (thus not qualifying\nfor the long-term capital gains rate), not only is the holding period frozen, it starts all over again when the Fund disposes of the\noffsetting position.

Losses\nrecognized with respect to certain straddle positions that would otherwise constitute short-term capital losses may be treated as long-term\ncapital losses. This generally has the effect of reducing the tax benefit of such losses.

A\nFund may not be able to deduct any interest expenses or carrying charges. During the offsetting period, any interest or carrying\ncharges associated with the straddle are not currently tax deductible, but must be capitalized (added to cost basis).

Original Issue Discount, Pay-In-Kind Securities, Market Discount and Commodity-Linked Notes. Some debt obligations with a fixed maturity date of more than one year from the date of issuance that may be acquired by a Fund may be treated as debt obligations that are issued originally at a discount. Generally, the amount of OID is treated as interest income and is included in a Fund’s taxable income (and required to be distributed by the Fund) over the term of the debt obligation, even though payment of that amount is not received until a later time, upon partial or full repayment or disposition of the debt security.

Some debt obligations that may be acquired by a Fund in the secondary market may be treated as having “market discount.” Very generally, market discount is the excess of the stated redemption price of a debt obligation (or in the case of an obligations issued with OID, its “revised issue price”) over the purchase price of such obligation. Generally, any gain recognized on the disposition of, and any partial payment of principal on, a debt obligation having market discount is treated as ordinary income to the extent the gain, or principal payment, does not exceed the “accrued market discount” on such debt obligation. Alternatively, the Fund may elect to accrue market discount currently, in which case the Fund will be required to include the accrued market discount in the Fund’s income (as ordinary income) and thus distribute it over the term of the debt security, even though payment of that amount is not received until a later time, upon partial or full repayment or disposition of the debt security. The rate at which the market discount accrues, and thus is included in a Fund’s income, will depend upon which of the permitted accrual methods the Fund elects. In the case of higher-risk securities, the amount of market discount may be unclear. See below under “Higher-Risk Securities.”

Some debt obligations that may be acquired by a Fund may be treated as having “acquisition discount” (very generally, the excess of the stated redemption price over the purchase price), or OID in the case of certain types of debt obligations. A Fund will be required to include the acquisition discount, or OID, in income (as ordinary income) over the term of the debt obligation, even though payment of that amount is not received until a later time, upon partial or full repayment or disposition of the debt security. A Fund may make one or more of the elections applicable to debt obligations having acquisition discount, or OID, which could affect the character and timing of recognition of income.

In addition, payment-in-kind securities will, and commodity-linked notes may, give rise to income that is required to be distributed and is taxable even though the Fund receives no interest payment in cash on the security during the year.

If a Fund holds the foregoing kinds of securities, it may be required to pay out as an income distribution each year an amount that is greater than the total amount of cash interest the Fund actually received. Such distributions may be made from the cash assets of the Fund or by liquidation of portfolio securities, if necessary (including when it is not advantageous to do so). A Fund may realize gains or losses from such liquidations. In the event a Fund realizes net capital gains from such transactions, its shareholders may receive a larger capital gain distribution than they would in the absence of such transactions.

Higher-Risk Securities. To the extent such investments are permissible for a Fund, a Fund may invest in debt obligations that are in the lowest rating categories or are unrated, including debt obligations of issuers not currently paying interest or who are in default. Investments in debt obligations that are at risk of or in default present special tax issues for a Fund. Tax rules are not entirely clear about issues such as when a Fund may cease to accrue interest, the OID or market discount, when and to what extent deductions may be taken for bad debts or worthless securities and how payments received on obligations in default should be allocated between principal and income. In limited circumstances, it may also not be clear whether a Fund should recognize market discount on a debt obligation, and if so, what amount of market discount the Fund should recognize. These and other related issues will be addressed by a Fund when, as and if it invests in such securities, in order to seek to ensure that it distributes sufficient income to preserve its status as a RIC and does not become subject to U.S. federal income or excise tax.

Issuer Deductibility of Interest. A portion of the interest paid or accrued on certain high yield discount obligations owned by a Fund may not be deductible to (and thus, may affect the cash flow of) the issuer. If a portion of the interest paid or accrued on certain high yield discount obligations is not deductible, that portion will be treated as a dividend for purposes of the corporate dividends-received deduction. In such cases, if the issuer of the high yield discount obligations is a domestic corporation, dividend payments by a Fund may be eligible for the dividends-received deduction to the extent of the deemed dividend portion of such accrued interest.

Interest paid on debt obligations owned by the Funds, if any, that are considered for U.S. federal income tax purposes to be payable in the equity of the issuer or a related party will not be deductible to the issuer, possibly affecting the cash flow of the issuer.

Tax-Exempt Shareholders. A tax-exempt U.S. shareholder could recognize unrelated business taxable income (“UBTI”) by virtue of its investment in a Fund if shares in the Fund constitute debt-financed property in the hands of the tax-exempt U.S. shareholder within the meaning of Code Section 514(b). Furthermore, a tax-exempt U.S. shareholder may recognize UBTI if a Fund recognizes “excess inclusion income” derived from direct or indirect investments in residual interests in real estate mortgage conduits (“REMICs”) or equity interests in taxable mortgage pools (“TMPs”) if the amount of such income recognized by the Fund exceeds the Fund’s investment company taxable income (after taking into account deductions for dividends paid by the Fund).

In addition, special tax consequences apply to charitable remainder trusts (“CRTs”) that invest in RICs that invest directly or indirectly in residual interests in REMICs or equity interests in TMPs. A CRT (as defined in Code Section 664) that realizes any UBTI for a taxable year, must pay an excise tax annually of an amount equal to such UBTI. Under IRS guidance issued in October 2006, a CRT will not recognize UBTI solely as a result of investing in a Fund that recognizes “excess inclusion income.” Rather, if at any time during any taxable year a CRT (or one of certain other tax-exempt shareholders, such as the United States, a state or political subdivision, or an agency or instrumentality thereof, and certain energy cooperatives) is a record holder of a share in a Fund that recognizes “excess inclusion income,” then the Fund will be subject to a tax on that portion of its “excess inclusion income” for the taxable year that is allocable to such shareholders, at the highest U.S. federal corporate income tax rate. The extent to which this IRS guidance remains applicable is unclear. To the extent permitted under the 1940 Act, a Fund may elect to specially allocate any such tax to the applicable CRT, or other shareholder, and thus reduce such shareholder’s distributions for the year by the amount of the tax that relates to such shareholder’s interest in the Fund. The Funds have not yet determined whether such an election will be made.

CRTs and other tax-exempt investors are urged to consult their own tax advisers concerning the consequences of investing in the Funds.

Passive Foreign Investment Companies. A PFIC is any foreign corporation: (i) 75% or more of the gross income of which for the taxable year is passive income, or (ii) the average percentage of the assets of which produce or are held for the production of passive income is at least 50%. Generally, passive income for this purpose means dividends, interest, royalties, rents, annuities, the excess of gains over losses from certain property transactions and commodities transactions, and foreign currency gains. Passive income for this purpose does not include rents and royalties received by the foreign corporation from active business and certain income received from related persons.

Equity investments by a Fund in certain PFICs could potentially subject the Fund to a U.S. federal income tax or other charge (including interest charges) on the distributions received from the PFIC or on proceeds received from the disposition of shares in the PFIC. This tax cannot be eliminated by making distributions to the Fund shareholders. However, a Fund may elect to avoid the imposition of that tax. For example, if a Fund is in a position to and elects to treat a PFIC as a “qualified electing fund” (“QEF”), the Fund will be required to include its share of the PFIC’s income and net capital gains annually, regardless of whether it receives any distribution from the PFIC. Alternatively, a Fund may make an election to mark to market the gains (and to a limited extent losses) in its PFIC holdings as though it had sold and repurchased its holdings in that PFIC on the last day of the Fund’s taxable year. Such gains and losses are treated as ordinary income and loss. The QEF and mark-to-market elections may accelerate the recognition of income (without the receipt of cash) and increase the amount required to be distributed by a Fund to avoid taxation. Making either of these elections therefore may require a Fund to liquidate other investments (including when it is not advantageous to do so) to meet its distribution requirement, which also may accelerate the recognition of gain and affect the Fund’s total return. Dividends paid by PFICs will not be eligible to be treated as qualified dividend income.

Because it is not always possible to identify a foreign corporation as a PFIC, a Fund may incur the tax and interest charges described above in some instances.

Foreign Taxation. Income received by a Fund from sources within foreign countries may be subject to withholding and other taxes imposed by such countries. Tax conventions between certain countries and the United States may reduce or eliminate such taxes.

Non-U.S. Shareholders. Capital Gain Dividends are generally not subject to withholding of U.S. federal income tax. Absent a specific statutory exemption, dividends other than Capital Gain Dividends paid by a Fund to a Non-U.S. shareholder are subject to withholding of U.S. federal income tax at a rate of 30% (or lower applicable treaty rate) even if they are funded by income or gains (such as portfolio interest, short-term capital gains, or foreign-source dividend and interest income) that, if paid to a foreign person directly, would not be subject to withholding.

A RIC is not required to withhold any amounts (i) with respect to distributions (other than distributions to a Non-U.S. shareholder), (a) that does not provide a satisfactory statement that the beneficial owner is not a U.S. person, (b) to the extent that the dividend is attributable to certain interest on an obligation if the Non-U.S. shareholder is the issuer or is a 10% shareholder of the issuer, (c) that is within a foreign country that has inadequate information exchange with the United States, or (d) to the extent the dividend is attributable to interest paid by a person that is a related person of the Non-U.S. shareholder and the Non-U.S. shareholder is a controlled foreign corporation) from U.S.-source interest income of types similar to those not subject to U.S. federal income tax if earned directly by a Non-U.S. shareholder, to the extent such distributions are properly reported as such by a Fund in a written notice to shareholders (“interest-related dividends”), and (ii) with respect to distributions (other than (a) distributions to an individual Non-U.S. shareholder who is present in the United States for a period or periods aggregating 183 days or more during the year of the distribution and (b) distributions subject to special rules regarding the disposition of U.S. real property interests (“USRPIs”) as described below) of net short-term capital gains in excess of net long-term capital losses to the extent such distributions are properly reported by the RIC (“Short-Term Capital Gain Dividends”). If a Fund invests in an underlying fund that pays such distributions to the Fund, such distributions retain their character as not subject to withholding if properly reported when paid by the Fund to Non-U.S. shareholders.

The Funds are permitted to report such part of their dividends as interest-related or Short-Term Capital Gain Dividends as are eligible, but are not required to do so. These exemptions from withholding will not be available to Non-U.S. shareholders if a Fund does not report dividends as interest-related or Short-Term Capital Gain Dividends.

In the case of shares held through an intermediary, the intermediary may withhold even if the Fund reports all or a portion of a payment as an interest-related or Short-Term Capital Gain Dividend to shareholders. Non-U.S. shareholders should contact their intermediaries regarding the application of these rules to their accounts.

A Non-U.S. shareholder generally is not subject to U.S. federal income tax on gains (and is not allowed a deduction for losses) realized on the sale of shares of a Fund or on Capital Gain Dividends unless (i) such gain or dividend is effectively connected with the conduct of a trade or business carried on by such shareholder within the United States, (ii) in the case of an individual shareholder, the shareholder is present in the United States for a period or periods aggregating 183 days or more during the year of the sale or the receipt of the Capital Gain Dividends and certain other conditions are met, or (iii) the special rules relating to gain attributable to the sale or exchange of USRPIs apply to the Non-U.S. shareholder’s sale of shares of the Funds or to a Capital Gain Dividend received by the Non-U.S. shareholder.

Special rules would apply if a Fund were either a “U.S. real property holding corporation” (“USRPHC”) or would be a USRPHC but for the operation of certain exceptions to the definition thereof. Very generally, a USRPHC is a U.S. corporation that holds USRPIs the fair market value of which equals or exceeds 50% of the sum of the fair market values of the corporation’s USRPIs, interests in real property located outside the United States, and other assets. USRPIs are generally defined as any interest in U.S. real property and any interest (other than solely as a creditor) in a USRPHC or former USRPHC.

If a Fund were a USRPHC or would be a USRPHC but for certain exceptions, any distributions by the Fund to a Non-U.S. shareholder (including, in certain cases, distributions made by the Fund in redemption of its shares) attributable to gains realized by the Fund on the disposition of USRPIs or to distributions received by the Fund from a lower-tier RIC or REIT that the Fund is required to treat as USRPI gain in its hands generally would be subject to U.S. federal income tax withholding. In addition, such distributions could result in the Non-U.S. shareholder being required to file a U.S. federal income tax return and pay tax on the distributions at regular U.S. federal income tax rates. The consequences to a Non-U.S. shareholder, including the rate of such withholding and character of such distributions (e.g., as ordinary income or USRPI gain), would vary depending upon the extent of the Non-U.S. shareholder’s current and past ownership of a Fund. This “look-through” USRPI treatment for distributions by a Fund, if it were either a USRPHC or would be a USRPHC but for the operation of certain exceptions, to Non-U.S. shareholders applies only to those distributions that, in turn, are attributable to distributions received by a Fund from a lower-tier REIT, unless Congress enacts legislation providing otherwise.

In addition, if a Fund were a USRPHC or former USRPHC, it could be required to withhold U.S. federal income tax on the proceeds of a share redemption by a greater-than-5% Non-U.S. shareholder, in which case such Non-U.S. shareholder generally would also be required to file a U.S. federal income tax return and pay any additional taxes due in connection with the redemption.

Whether or not a Fund is characterized as a USRPHC will depend upon the nature and mix of the Fund’s assets. The Funds do not expect to be USRPHCs. Non-U.S. shareholders should consult their own tax advisers concerning the application of these rules to their investment in the Funds.

If a Non-U.S. shareholder has a trade or business in the United States, and the dividends from a Fund are effectively connected with the Non-U.S. shareholder’s conduct of that trade or business, the dividend will be subject to U.S. federal net income taxation at regular income tax rates.

If a Non-U.S. shareholder is eligible for the benefits of a tax treaty, any effectively connected income or gain will generally be subject to U.S. federal income tax on a net basis only if it is also attributable to a permanent establishment maintained by that Non-U.S. shareholder in the United States.

To qualify for any exemptions from withholding described above or for lower withholding tax rates under income tax treaties, or to establish an exemption from backup withholding, a Non-U.S. shareholder must comply with special certification and filing requirements relating to its Non-U.S. status (including, in general, furnishing an applicable IRS Form W-8). Non-U.S. shareholders should consult their own tax advisers in this regard.

A Non-U.S. shareholder may be subject to U.S. state and local tax and to the U.S. federal estate tax in addition to the U.S. federal income tax referred to above.

Backup Withholding. The Funds generally are required to backup withhold and remit to the U.S. Treasury Department a percentage of the taxable distributions and redemption proceeds paid to any individual shareholder who fails to properly furnish the Funds with a correct taxpayer identification number, who has under-reported dividend or interest income, or who fails to properly certify to the Funds that he or she is not subject to such withholding. The backup withholding tax rate is currently 24%.

Backup withholding is not an additional tax. Any amounts withheld may be credited against the shareholder’s U.S. federal income tax liability, provided the appropriate information is furnished to the IRS.

FATCA. Payments to a shareholder that is either a foreign financial institution (“FFI”) or a non-financial foreign entity (“NFFE”) within the meaning of the Foreign Account Tax Compliance Act (“FATCA”) may be subject to a generally nonrefundable 30% withholding tax on: (i) income dividends paid by the Fund and (ii) in the future, possibly certain capital gain distributions and the proceeds arising from the sale of shares of a Fund paid by the Fund. FATCA withholding tax generally can be avoided: (i) by an FFI, subject to any applicable intergovernmental agreement or other exemption, if it enters into a valid agreement with the IRS to, among other requirements, report required information about certain direct and indirect ownership of foreign financial accounts held by U.S. persons with the FFI and (ii) by an NFFE, if it: (a) certifies that it has no substantial U.S. persons as owners or (b) if it does have such owners, reports information relating to them. The Funds may disclose the information that it receives from its shareholders to the IRS, non-U.S. taxing authorities or other parties as necessary to comply with FATCA. Withholding also may be required if a foreign entity that is a shareholder of a Fund fails to provide the Fund with appropriate certifications or other documentation concerning its status under FATCA, generally on an applicable IRS Form W-8.

Tax Shelter Reporting Regulations. Under U.S. Treasury regulations, if a shareholder recognizes a loss with respect to a Fund’s shares of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder, the shareholder must file with the IRS a disclosure statement on Form 8886. Direct shareholders of portfolio securities are in many cases excepted from this reporting requirement, but under current guidance, shareholders of a RIC are not excepted. Future guidance may extend the current exception from this reporting requirement to shareholders of most or all RICs. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayer’s treatment of the loss is proper. Shareholders should consult their tax advisers to determine the applicability of these regulations in light of their individual circumstances.

Shares Purchased through Tax-Qualified Plans. Special tax rules apply to investments purchased through defined contribution plans and other tax-qualified plans. Shareholders should consult their own tax advisers to determine the suitability of shares of a Fund as an investment through such plans, and the precise effect of an investment on their particular tax situation.

Possible Tax Law Changes. At the time that this SAI was being prepared, various administrative and legislative changes to the U.S. federal tax laws are under consideration, but it is not possible at this time to determine whether any of these changes will take place or what the changes might entail.

The foregoing is a general and abbreviated summary of the provisions of the Code and the Treasury regulations in effect as they directly govern the taxation of the Funds and their shareholders.

These provisions are subject to change by legislative and administrative action, and any such change may be retroactive. Shareholders are urged to consult their own tax advisers regarding specific questions as to U.S. federal income, estate or gift taxes, or foreign, state, local taxes or other taxes.

FINANCIAL STATEMENTS

The Funds are newly organized and therefore have not yet had any operations as of the date of this SAI and do not have financial highlights to present at this time. Financial statements and Annual Reports for a Fund will be available after the Fund has completed a fiscal period of operations. When available, you may request a copy of a Fund’s Annual or Semiannual Report at no charge by calling 1-866-5Themes (1-866-584-3637), or you may download the report at the Fund’s website at www.ThemesETFs.com.

APPENDIX A

The Trust and the Adviser have adopted the following guidelines with respect to proxy voting responsibilities for the Funds.

THEMES ETF TRUST

PROXY VOTING POLICY AND PROCEDURES

The Themes ETF Trust (the “Trust”) is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (“1940 Act”). The Trust offers multiple series (each a “Fund” and, collectively, the “Funds”). Consistent with its fiduciary duties and pursuant to Rule 30b1-4 under the 1940 Act (the “Proxy Rule”), the Board of Trustees of the Trust (the “Board”) has adopted this proxy voting policy on behalf of the Trust (the “Policy”) to reflect its commitment to ensure that proxies are voted in a manner consistent with the best interests of the Funds’ shareholders.

Delegation of Proxy Voting Authority to Fund Adviser

The Board believes that the investment adviser of each Fund (the “Adviser”), as the entity that selects the individual securities that comprise its Fund’s portfolio, is the most knowledgeable and best-suited to make decisions on how to vote proxies of portfolio companies held by that Fund. The Trust shall therefore defer to, and rely on, the Adviser of each Fund to make decisions on how to cast proxy votes on behalf of such Fund. The Adviser’s Proxy Voting Policies and Procedures are located in the Adviser’s Compliance Manual.

The Trust hereby designates the Adviser of each Fund as the entity responsible for exercising proxy voting authority with regard to securities held in the Fund’s investment portfolio. Consistent with its duties under this Policy, the Adviser shall monitor and review corporate transactions of corporations in which the Fund has invested, obtain all information sufficient to allow an informed vote on all proxy solicitations, ensure that all proxy votes are cast in a timely fashion, and maintain all records required to be maintained by the Fund under the Proxy Rule and the 1940 Act. The Adviser shall perform these duties in accordance with the Adviser’s proxy voting policy, a copy of which shall be presented to this Board for its review. The Adviser shall promptly provide to the Board updates to its proxy voting policy as they are adopted and implemented.

Conflict of Interest Transactions

In some instances, an Adviser may be asked to cast a proxy vote that presents a conflict between the interests of a Fund’s shareholders and those of the Adviser or an affiliated person of the Adviser. In such case, the Adviser is instructed to abstain from making a voting decision and to forward all necessary proxy voting materials to the Trust to enable the Board to make a voting decision. When the Board is required to make a proxy voting decision, only the Trustees without a conflict of interest with regard to the security in question or the matter to be voted upon shall be permitted to participate in the decision of how the Fund’s vote will be cast. In the event that the Board is required to vote a proxy because an Adviser has a conflict of interest with respect to the proxy, the Board will vote such proxy in accordance with the Adviser’s proxy voting policy, to the extent consistent with the shareholders’ best interests, as determined by the Board in its discretion. The Board shall notify the Adviser of its final decision on the matter and the Adviser shall vote in accordance with the Board’s decision.

Availability of Proxy Voting Policy and Records Available to Fund Shareholders

If a Fund has a website, the Fund may post a copy of its Adviser’s proxy voting policy and this Policy on such website. A copy of such policies and of each Fund’s proxy voting record shall also be made available, without charge, upon request of any shareholder of the Fund, by calling the applicable Fund’s toll-free telephone number as printed in the Fund’s prospectus. The Trust’s administrator shall reply to any Fund shareholder request within three business days of receipt of the request, by first-class mail or other means designed to ensure equally prompt delivery.

A-1

The Adviser shall provide a complete voting record, as required by the Proxy Rule, for each series of the Trust for which it acts as adviser, to the Trust’s administrator within 30 days following the end of each 12-month period ending June 30^th. The Trust’s administrator will file a report based on such record on Form N-PX on an annual basis with the U.S. Securities and Exchange Commission no later than August 31^st of each year.

In cases in which the client is a registered investment company under the Investment Company Act of 1940, and delegates proxy voting, Themes Management Company, LLC (“Themes”) will vote proxies pursuant to this policy.

Themes follows the proxy guidelines and uses other research services provided by Institutional Shareholder Services, Inc. (“ISS”). In providing proxy voting services to Themes, ISS provides vote recommendations on a pre-determined policy.

An investment adviser with the authority to vote client proxies must satisfy three general requirements:

\n \n \n \n \n

●

Adopt and implement written proxy voting policies and procedures reasonably designed to ensure that adviser votes client securities proxies in the best interests of clients and address how conflicts of interest will be handled

\n \n \n \n \n

●

Disclose its proxy voting policies and procedures to clients, furnish clients with a copy of the policies and procedures if they request it, and inform clients as to how they can obtain information from the adviser regarding the manner in which proxies on their securities were voted

\n \n \n \n \n

●

Maintain records as evidence of compliance with these requirements Proxy voting records that must be maintained include:

\n \n \n \n \n

Written policies and procedures

\n \n \n \n \n

Proxy statements received for client securities

\n \n \n \n \n

Records of proxy votes cast for clients’ securities, including any material supporting documentation relied upon in the process

\n \n \n \n \n

Record of the disclosure to clients of the adviser’s policies and access to voting decisions, including client requests to view the adviser’s proxy policies or proxy voting record, and the adviser’s response

FORM N-PX – THE FUND

Funds must file Form N-PX with the Securities and Exchange Commission to report their proxy voting records for each twelve-month period, ending on June 30 of each year. The reports must be submitted not later than August 31 and are made publicly available. The CCO is responsible for ensuring that Themes maintains the information required to complete Form N-PX, as listed below:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	The name of the issuer of the portfolio security;

	●	The exchange ticker symbol of the portfolio security;

	●	The CUSIP number for the portfolio security;

	●	The shareholder meeting date;

	●	A brief identification of the matter voted on;

A-2

\n \n \n \n \n

●

Whether the matter was proposed by the issuer or by a security holder;

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	Whether the fund cast its vote on the matter;

	●	How the fund cast its vote (e.g., for or against proposal, or abstain; for or withhold regarding election of directors); and

	●	Whether the fund cast its vote for or against management.

Themes is responsible for providing the respective proxy voting information related to the filing of the Form N-PX and will submit the information to the Trust upon request. The Trust’s administrator will submit the Form N-PX to the SEC on behalf of the Funds.

FIRM PROCEDURES

Themes believes that the voting of proxies is an important part of portfolio management as it represents an opportunity for shareholders to make their voices heard and to influence the direction of a company.

The Investment Committee is charged with responsibility to ensure that Themes implements proxy voting policies and procedures that provide protection against conflicts of interest, adequate record-keeping and disclosures regarding the policies and procedures. It is the policy of Themes to vote client proxies in the best economic interests of the clients. Consistent with its fiduciary duty, Themes will strive to vote in a way that will cause the value of the issue to increase the most or decline the least. Themes will monitor corporate actions and consideration will be given to both the short and long-term implications of the proposal to be voted on when considering the optimal vote. Themes will further consider the opinion of management and the effect on management, and the effect on shareholder value and the issuer’s business practices.

Any general or specific proxy voting guidelines provided by an advisory client or its designated agent in writing will take the place of this policy. Clients may wish to have their proxies voted by an independent third party or other named fiduciary or agent, at the client’s cost.

Absent specific voting guidelines by a client, Themes will generally vote proxies as follows:

\n \n \n \n \n

●

Vote all proxies from a specific issuer the same way for each client

\n \n \n \n \n

●

Routine corporate proposals such as approval of auditors and election of directors will be voted with management. Proposals involving corporate responsibility and social/political issues will be voted on a case-by-case basis.

\n \n \n \n \n

●

Non-routine corporate proposals (i.e., restructuring efforts, name changes, mergers & acquisitions, stock options plans etc.) will be analyzed with the goal of maximizing shareholder value, but will mostly concur with management’s vote

\n \n \n \n \n

●

Corporate governance proposals (i.e., golden parachutes, poison pills, limitations on officer and director liabilities, cumulative voting etc.) that cause board members to become entrenched or cause unequal voting rights will be voted against

The Investment Committee is responsible to ensure that records of Themes’ proxy voting policies and practices are retained including at minimum:

\n \n \n \n \n

●

Proxy voting policy, including third party supplemental information if applicable (if service bureau is utilized)

\n \n \n \n \n

●

Record of proxy votes cast

\n \n \n \n \n

●

Record of disclosure(s) made to clients/investors regarding proxy voting

\n \n \n \n \n

●

Record of any client/investor requesting the adviser’s proxy voting policies/record and evidence that responsive information was provided

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PART\nC

OTHER\nINFORMATION

Item\n28. Exhibits:

\n \n \n \n

(a)	Articles\n of Incorporation

\n \n \n \n \n \n \n \n \n \n \n \n \n

	(1)	Amended\n Agreement and Declaration of Trust – Incorporated herein by reference to Pre-Effective Amendment No. 1 to the Registrant’s\n registration statement filed on June 30, 2023 on Form N-1A.

	(2)	Certificate\n of Trust of Themes ETF Trust – Incorporated herein by reference to the Registrant’s initial registration statement filed\n on May 5, 2023 on Form N-1A.

\n \n \n \n

(b)	Bylaws\n of the Themes ETF Trust – Incorporated herein by reference to the Registrant’s initial registration statement filed on\n May 5, 2023 on Form N-1A.

\n \n \n \n

(c)	Not\n applicable

\n \n \n \n

(d)

Advisory Agreements

\n \n \n \n

(1)

Investment\n Advisory Agreement between Themes ETF Trust and Themes Management Company, LLC dated November 3, 2023 – Incorporated herein\n by reference to Pre-Effective Amendment No. 2 to the Registrant’s registration statement filed on November 9, 2023 on Form\n N-1A.

\n \n \n \n \n

(i)

Amendment\n No. 1 to the Investment Advisory Agreement between Themes ETF Trust and Themes Management Company, LLC dated November 3, 2023 –\n Incorporated herein by reference to Post-Effective Amendment No. 22 to the Registrant’s registration statement filed on December\n 4, 2024 on Form N-1A.

\n \n \n \n \n

(ii)

Amendment\n No. 2 to the Investment Advisory Agreement between Themes ETF Trust and Themes Management Company, LLC dated March 14, 2025 –\n Incorporated herein by reference to Post-Effective Amendment No. 26 to the Registrant’s registration statement filed on March 14,\n 2025 on Form N-1A.

\n \n \n \n \n

(iii)

Amendment\n No. 3 to the Investment Advisory Agreement between Themes ETF Trust and Themes Management Company, LLC dated August 13, 2025 –\n Incorporated herein by reference to Post-Effective Amendment No. 51 to the Registrant’s registration statement filed on August 13,\n 2025 on Form N-1A.

\n \n \n \n \n

(iv)

Amendment\n No. 4 to the Investment Advisory Agreement between Themes ETF Trust and Themes Management Company, LLC dated October 8, 2025\n – Incorporated herein by reference to Post-Effective Amendment No. 63 to the Registrant’s registration statement filed\n on October 10, 2025 on Form N-1A.

\n \n \n \n \n \n \n \n \n \n \n \n \n

	(v)	Amendment\n No. 5 to the Investment Advisory Agreement between Themes ETF Trust and Themes Management Company, LLC dated December 15, 2025 –\n Incorporated herein by reference to Post-Effective Amendment No. 82 to the Registrant’s registration statement filed on December\n 16, 2025 on Form N-1A.

	(vi)	Amendment\n No. 6 to the Investment Advisory Agreement between Themes ETF Trust and Themes Management Company, LLC dated January 23, 2026\n – Incorporated herein by reference to Post-Effective Amendment No. 105 to the Registrant’s registration statement filed\n on February 4, 2026 on Form N-1A.

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\n \n \n \n \n

(vii)

Amendment\n No. 7 to the Investment Advisory Agreement between Themes ETF Trust and Themes Management Company, LLC dated March 17, 2026 –\n Incorporated herein by reference to Post-Effective Amendment No. 188 to the Registrant’s registration statement filed on May\n 4, 2026 on Form N-1A.

\n \n \n \n \n

(viii)

Amendment\n No. 8 to the Investment Advisory Agreement between Themes ETF Trust and Themes Management Company, LLC dated May 29, 2026 –\n Incorporated herein by reference to Post-Effective Amendment No. 239 to the Registrant’s Registration statement filed on June\n 1, 2026 on Form N-1A.

\n \n \n \n \n

(ix)

Amendment\n No. 9 to the Investment Advisory Agreement between Themes ETF Trust and Themes Management Company, LLC dated July 6, 2026 –\n Incorporated herein by reference to Post-Effective Amendment No. 292 to the Registrant’s Registration statement filed on July\n 7, 2026 on Form N-1A.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	(x)	Amendment\n No. 10 to the Investment Advisory Agreement between Themes ETF Trust and Themes Management Company, LLC dated July 16,\n 2026 – Incorporated herein by reference to Post-Effective Amendment No. 308 to the Registrant’s Registration statement\n filed on July 17, 2026 on Form N-1A.

	(xi)	Amendment\n No. 11 to the Investment Advisory Agreement between Themes ETF Trust and Themes Management Company, LLC dated August 3, 2026\n – Incorporated herein by reference to Post-Effective Amendment No. 333 to the Registrant’s Registration statement filed\n on August 3, 2026 on Form N-1A.

	(xii)	Amendment\n No. 12 to the Investment Advisory Agreement between Themes ETF Trust and Themes Management Company, LLC dated August 25, 2026 –\n Incorporated herein by reference to Post-Effective Amendment No. 386 to the Registrant’s Registration statement filed on August\n 27, 2026 on Form N-1A.

\n \n \n \n

(e)	Distribution\n Agreement between Themes ETF Trust and ALPS Distributors, Inc. – Incorporated herein by reference to Pre-Effective Amendment\n No. 2 to the Registrant’s registration statement filed on November 9, 2023 on Form N-1A.

\n \n \n \n

(f)	Not\n applicable

\n \n \n \n

(g)	ETF\n Custody Agreement between Themes ETF Trust and U.S. Bank National Association – Incorporated herein by reference to Pre-Effective\n Amendment No. 2 to the Registrant’s registration statement filed on November 9, 2023 on Form N-1A.

\n \n \n \n \n

(1)

First\n Amendment to the ETF Custody Agreement between Themes ETF Trust and U.S. Bank National Association – Incorporated herein by\n reference to Post-Effective Amendment No. 23 to the Registrant’s registration statement filed on December 12, 2024 on Form\n N-1A.

\n \n \n \n \n

(2)

Second\n Amendment to the ETF Custody Agreement between Themes ETF Trust and U.S. Bank National Association – Incorporated herein by\n reference to Post-Effective Amendment No. 23 to the Registrant’s registration statement filed on December 12, 2024 on Form\n N-1A.

\n \n \n \n \n

(3)

Third\n Amendment to the ETF Custody Agreement between Themes ETF Trust and U.S. Bank National Association – Incorporated herein by\n reference to Post-Effective Amendment No. 22 to the Registrant’s registration statement filed on December 4, 2024 on Form N-1A.

\n \n \n \n \n

(4)

Fourth\n Amendment to the ETF Custody Agreement between Themes ETF Trust and U.S. Bank National Association – Incorporated herein by\n reference to Post-Effective Amendment No. 26 to the Registrant’s registration statement filed on March 14, 2025 on Form N-1A.

\n \n \n \n

(5)

Fifth\n Amendment to the ETF Custody Agreement between Themes ETF Trust and U.S. Bank National Association – Incorporated herein by\n reference to Post-Effective Amendment No. 28 to the Registrant’s registration statement filed on March 31, 2025 on Form N-1A.

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\n \n \n \n \n

(6)

Sixth\n Amendment to the ETF Custody Agreement between Themes ETF Trust and U.S. Bank National Association – Incorporated herein by\n reference to Post-Effective Amendment No. 29 to the Registrant’s registration statement filed on April 25, 2025 on Form N-1A.

\n \n \n \n \n

(7)

Seventh\n Amendment to the ETF Custody Agreement between Themes ETF Trust and U.S. Bank National Association – Incorporated herein by\n reference to Post-Effective Amendment No. 32 to the Registrant’s registration statement filed on May 12, 2025 on Form N-1A.

\n \n \n \n \n \n \n \n \n \n \n \n \n

	(8)	Eighth\n Amendment to the ETF Custody Agreement between Themes ETF Trust and U.S. Bank National Association – Incorporated herein by\n reference to Post-Effective Amendment No. 38 to the Registrant’s registration statement filed on June 6, 2025 on Form N-1A.

	(9)	Ninth\n Amendment to the ETF Custody Agreement between Themes ETF Trust and U.S. Bank National Association – Incorporated herein by\n reference to Post-Effective Amendment No. 42 to the Registrant’s registration statement filed on July 17, 2025 on Form N-1A.

\n \n \n \n \n

(10)

Tenth\n Amendment to the ETF Custody Agreement between Themes ETF Trust and U.S. Bank National Association – Incorporated herein by\n reference to Post-Effective Amendment No. 49 to the Registrant’s registration statement filed on August 7, 2025 on Form N-1A.

\n \n \n \n \n

(11)

Eleventh\n Amendment to the ETF Custody Agreement between Themes ETF Trust and U.S. Bank National Association – Incorporated herein by\n reference to Post-Effective Amendment No. 63 to the Registrant’s registration statement filed on October 10, 2025 on Form N-1A.

\n \n \n \n \n

(12)

Twelfth\n Amendment to the ETF Custody Agreement between Themes ETF Trust and U.S. Bank National Association – Incorporated herein by\n reference to Post-Effective Amendment No. 72 to the Registrant’s registration statement filed on October 31, 2025 on Form\n N-1A.

\n \n \n \n \n

(13)

Thirteenth\n Amendment to the ETF Custody Agreement between Themes ETF Trust and U.S. Bank National Association – Incorporated herein by\n reference to Post-Effective Amendment No. 75 to the Registrant’s registration statement filed on November 14, 2025 on Form\n N-1A.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	(14)	Fourteenth\n Amendment to the ETF Custody Agreement between Themes ETF Trust and U.S. Bank National Association – Incorporated herein by\n reference to Post-Effective Amendment No. 80 to the Registrant’s registration statement filed on December 9, 2025 on Form N-1A.

	(15)	Fifteenth\n Amendment to the ETF Custody Agreement between Themes ETF Trust and U.S. Bank National Association – Incorporated herein by\n reference to Post-Effective Amendment No. 91 to the Registrant’s registration statement filed on January 9, 2026 on Form N-1A.

	(16)	Sixteenth\n Amendment to the ETF Custody Agreement between Themes ETF Trust and U.S. Bank National Association – Incorporated herein by\n reference to Post-Effective Amendment No. 105 to the Registrant’s registration statement filed on February 4, 2026 on\n Form N-1A.

	(17)	Seventeenth\n Amendment to the ETF Custody Agreement between Themes ETF Trust and U.S. Bank National Association – Incorporated\n herein by reference to Post-Effective Amendment No. 191 to the Registrant’s registration statement filed on May 6, 2026 on\n Form N-1A.

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\n \n \n \n \n \n \n \n \n \n \n \n \n

	(18)	Eighteenth\n Amendment to the ETF Custody Agreement between Themes ETF Trust and U.S. Bank National Association – Incorporated herein by\n reference to Post-Effective Amendment No. 188 to the Registrant’s registration statement filed on May 4, 2026 on Form\n N-1A.

	(19)	Nineteenth\n Amendment to the ETF Custody Agreement between Themes ETF Trust and U.S. Bank National Association – Incorporated herein by\n reference to Post-Effective Amendment No. 206 to the Registrant’s registration statement filed on May 12, 2026 on Form N-1A.

\n \n \n \n \n

(20)

Twentieth\n Amendment to the ETF Custody Agreement between Themes ETF Trust and U.S. Bank National Association – Incorporated herein by\n reference to Post-Effective Amendment No. 239 to the Registrant’s registration statement filed on June 1, 2026 on Form N-1A.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	(21)	Twenty-First\n Amendment to the ETF Custody Agreement between Themes ETF Trust and U.S. Bank National Association – Incorporated herein by\n reference to Post-Effective Amendment No. 284 to the Registrant’s registration statement filed on July 6, 2026 on Form N-1A.

	(22)	Twenty-Second\n Amendment to the ETF Custody Agreement between Themes ETF Trust and U.S. Bank National Association – Incorporated herein by\n reference to Post-Effective Amendment No. 284 to the Registrant’s registration statement filed on July 6, 2026 on Form N-1A.

	(23)	Twenty-Third\n Amendment to the ETF Custody Agreement between Themes ETF Trust and U.S. Bank National Association – Incorporated herein by\n reference to Post-Effective Amendment No. 366 to the Registrant’s registration statement filed on August 19, 2026 on Form N-1A.

	(24)	Twenty-Fourth\n Amendment to the ETF Custody Agreement between Themes ETF Trust and U.S. Bank National Association – Incorporated herein by\n reference to Post-Effective Amendment No. 364 to the Registrant’s registration statement filed on August 14, 2026 on Form\n N-1A.

	(25)	Twenty-Fifth\n Amendment to the ETF Custody Agreement between Themes ETF Trust and U.S. Bank National Association – Incorporated herein by\n reference to Post-Effective Amendment No. 366 to the Registrant’s registration statement filed on August 19, 2026 on Form N-1A.

	(26)	Twenty-Sixth\n Amendment to the ETF Custody Agreement between Themes ETF Trust and U.S. Bank National Association – Incorporated herein by\n reference to Post-Effective Amendment No. 477 to the Registrant’s registration statement filed on September 24, 2026 on\n Form N-1A.

	(27)	Twenty-Seventh\n Amendment to the ETF Custody Agreement between Themes ETF Trust and U.S. Bank National Association – Incorporated herein by\n reference to Post-Effective Amendment No. 477 to the Registrant’s registration statement filed on September 24, 2026 on\n Form N-1A.

\n \n \n \n

(h)	Other\n Material Contracts.

\n \n \n \n \n

(1)

Transfer\n Agent Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S. Bank Global Fund Services –\n Incorporated herein by reference to Pre-Effective Amendment No. 2 to the Registrant’s registration statement filed on November\n 9, 2023 on Form N-1A.

\n \n \n \n \n

(i)

First\n Amendment to the Transfer Agent Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S. Bank\n Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 23 to the Registrant’s registration\n statement filed on December 12, 2024 on Form N-1A.

\n \n \n \n \n

(ii)

Second\n Amendment to the Transfer Agent Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S. Bank\n Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 23 to the Registrant’s registration\n statement filed on December 12, 2024 on Form N-1A.

C-4

\n \n \n \n \n

(iii)

Third\n Amendment to the Transfer Agent Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S. Bank\n Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 22 to the Registrant’s registration\n statement filed on December 4, 2024 on Form N-1A.

\n \n \n \n \n

(iv)

Fourth\n Amendment to the Transfer Agent Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S. Bank\n Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 26 to the Registrant’s registration\n statement filed on March 14, 2025 on Form N-1A.

\n \n \n \n \n \n \n \n \n \n \n \n

	(v)	Fifth\n Amendment to the Transfer Agent Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S. Bank\n Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 28 to the Registrant’s registration\n statement filed on March 31, 2025 on Form N-1A.

	(vi)	Sixth\n Amendment to the Transfer Agent Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S. Bank\n Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 29 to the Registrant’s registration\n statement filed on April 25, 2025 on Form N-1A.

\n \n \n \n \n \n \n \n \n \n \n \n \n

	(vii)	Seventh\n Amendment to the Transfer Agent Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S. Bank\n Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 32 to the Registrant’s registration\n statement filed on May 12, 2025 on Form N-1A.

	(viii)	Eighth\n Amendment to the Transfer Agent Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S. Bank\n Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 38 to the Registrant’s registration\n statement filed on June 6, 2025 on Form N-1A.

\n \n \n \n \n

(ix)

Ninth\n Amendment to the Transfer Agent Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S. Bank\n Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 42 to the Registrant’s registration\n statement filed on July 17, 2025 on Form N-1A.

\n \n \n \n \n

(x)

Tenth\n Amendment to the Transfer Agent Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S. Bank\n Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 49 to the Registrant’s registration\n statement filed on August 7, 2025 on Form N-1A.

\n \n \n \n \n

(xi)

Eleventh\n Amendment to the Transfer Agent Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S. Bank\n Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 63 to the Registrant’s registration\n statement filed on October 10, 2025 on Form N-1A.

\n \n \n \n \n

(xii)

Twelfth\n Amendment to the Transfer Agent Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S. Bank\n Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 72 to the Registrant’s registration\n statement filed on October 31, 2025 on Form N-1A.

\n \n \n \n \n

(xiii)

Thirteenth\n Amendment to the Transfer Agent Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S. Bank\n Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 75 to the Registrant’s registration\n statement filed on November 14, 2025 on Form N-1A.

\n \n \n \n \n

(xiv)

Fourteenth\n Amendment to the Transfer Agent Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S. Bank\n Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 80 to the Registrant’s registration\n statement filed on December 9, 2025 on Form N-1A.

C-5

\n \n \n \n \n \n \n \n \n \n \n \n \n

	(xv)	Fifteenth\n Amendment to the Transfer Agent Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S. Bank\n Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 91 to the Registrant’s registration\n statement filed on January 9, 2026 on Form N-1A.

	(xvi)	Sixteenth\n Amendment to the Transfer Agent Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S. Bank\n Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 105 to the Registrant’s registration\n statement filed on February 4, 2026 on Form N-1A.

\n \n \n \n \n

(xvii)

Seventeenth\n Amendment to the Transfer Agent Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S. Bank\n Global Fund Services – Incorporated herein by reference to Post-Effective\n Amendment No. 191 to the Registrant’s registration statement filed on May 6, 2026 on Form N-1A.

\n \n \n \n \n

(xviii)

Eighteenth\n Amendment to the Transfer Agent Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S. Bank\n Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 188 to the Registrant’s registration\n statement filed on May 4, 2026 on Form N-1A.

\n \n \n \n \n

(xix)

Nineteenth\n Amendment to the Transfer Agent Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S. Bank\n Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 206 to the Registrant’s registration\n statement filed on May 12, 2026 on Form N-1A.

\n \n \n \n \n

(xx)

Twentieth\n Amendment to the Transfer Agent Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S. Bank\n Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 239 to the Registrant’s registration\n statement filed on June 1, 2026 on Form N-1A.

\n \n \n \n \n

(xxi)

Twenty-First\n Amendment to the Transfer Agent Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S. Bank\n Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 366 to the Registrant’s registration\n statement filed on July 6, 2026 on Form N-1A.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	(xxii)	Twenty-Second\n Amendment to the Transfer Agent Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S. Bank\n Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 284 to the Registrant’s registration\n statement filed on July 6, 2026 on Form N-1A.

	(xxiii)	Twenty-Third\n Amendment to the Transfer Agent Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S. Bank\n Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 366 to the Registrant’s registration\n statement filed on August 19, 2026 on Form N-1A.

	(xxiv)	Twenty-Fourth\n Amendment to the Transfer Agent Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S. Bank\n Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 364 to the Registrant’s registration\n statement filed on August 14, 2026 on Form N-1A.

	(xxv)	Twenty-Fifth\n Amendment to the Transfer Agent Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S. Bank\n Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 366 to the Registrant’s registration\n statement filed on August 19, 2026 on Form N-1A.

	(xxvi)	Twenty-Sixth\n Amendment to the Transfer Agent Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S. Bank\n Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 477 to the Registrant’s registration\n statement filed on September 24, 2026 on Form N-1A.

	(xxvii)	Twenty-Seventh\n Amendment to the Transfer Agent Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S. Bank\n Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 477 to the Registrant’s registration\n statement filed on September 24, 2026 on Form N-1A.

C-6

\n \n \n \n \n

(2)

Fund\n Administration Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S. Bank Global Fund Services\n – Incorporated herein by reference to Pre-Effective Amendment No. 2 to the Registrant’s registration statement filed\n on November 9, 2023 on Form N-1A.

\n \n \n \n \n

(i)

First\n Amendment to the Fund Administration Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S.\n Bank Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 23 to the Registrant’s registration\n statement filed on December 12, 2024 on Form N-1A.

\n \n \n \n \n

(ii)

Second\n Amendment to the Fund Administration Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S.\n Bank Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 23 to the Registrant’s registration\n statement filed on December 12, 2024 on Form N-1A.

\n \n \n \n \n

(iii)

Third\n Amendment to the Fund Administration Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S.\n Bank Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 22 to the Registrant’s registration\n statement filed on December 4, 2024 on Form N-1A.

\n \n \n \n \n

(iv)

Fourth\n Amendment to the Fund Administration Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S.\n Bank Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 26 to the Registrant’s registration\n statement filed on March 14, 2025 on Form N-1A.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	(v)	Fifth\n Amendment to the Fund Administration Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S.\n Bank Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 28 to the Registrant’s\n registration statement filed on March 31, 2025 on Form N-1A.

	(vi)	Sixth\n Amendment to the Fund Administration Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S.\n Bank Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 29 to the Registrant’s registration\n statement filed on April 25, 2025 on Form N-1A.

	(vii)	Seventh\n Amendment to the Fund Administration Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S.\n Bank Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 32 to the Registrant’s registration\n statement filed on May 12, 2025 on Form N-1A.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	(viii)	Eighth\n Amendment to the Fund Administration Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S.\n Bank Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 38 to the Registrant’s registration\n statement filed on June 6, 2025 on Form N-1A.

	(ix)	Ninth\n Amendment to the Fund Administration Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S.\n Bank Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 42 to the Registrant’s registration\n statement filed on July 17, 2025 on Form N-1A.

	(x)	Tenth\n Amendment to the Fund Administration Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S.\n Bank Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 49 to the Registrant’s registration\n statement filed on August 7, 2025 on Form N-1A.

\n \n \n \n \n \n \n \n \n \n \n \n \n

	(xi)	Eleventh\n Amendment to the Fund Administration Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S.\n Bank Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 63 to the Registrant’s registration\n statement filed on October 10, 2025 on Form N-1A.

	(xii)	Twelfth\n Amendment to the Fund Administration Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S.\n Bank Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 72 to the Registrant’s\n registration statement filed on October 31, 2025 on Form N-1A.

C-7

\n \n \n \n \n

(xiii)

Thirteenth\n Amendment to the Fund Administration Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S.\n Bank Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 75 to the Registrant’s registration\n statement filed on November 14, 2025 on Form N-1A.

\n \n \n \n \n \n \n \n \n \n \n \n \n

	(xiv)	Fourteenth\n Amendment to the Fund Administration Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S.\n Bank Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 80 to the Registrant’s registration\n statement filed on December 9, 2025 on Form N-1A.

	(xv)	Fifteenth\n Amendment to the Fund Administration Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S.\n Bank Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 91 to the Registrant’s registration\n statement filed on January 9, 2026 on Form N-1A.

\n \n \n \n \n

(xvi)

Sixteenth\n Amendment to the Fund Administration Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S.\n Bank Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 105 to the Registrant’s\n registration statement filed on February 4, 2026 on Form N-1A.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	(xvii)	Seventeenth\n Amendment to the Fund Administration Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S.\n Bank Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 191 to the Registrant’s\n registration statement filed on May 6, 2026 on Form N-1A.

	(xviii)	Eighteenth\n Amendment to the Fund Administration Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S.\n Bank Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 188 to the Registrant’s\n registration statement filed on May 4, 2026 on Form N-1A.

	(xix)	Nineteenth\n Amendment to the Fund Administration Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S.\n Bank Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 206 to the Registrant’s\n registration statement filed on May 12, 2026 on Form N-1A.

\n \n \n \n \n

(xx)

Twentieth\n Amendment to the Fund Administration Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S.\n Bank Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 239 to the Registrant’s\n registration statement filed on June 1, 2026 on Form N-1A.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	(xxi)	Twenty-First\n Amendment to the Fund Administration Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S.\n Bank Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 284 to the Registrant’s\n registration statement filed on July 6, 2026 on Form N-1A.

	(xxii)	Twenty-Second\n Amendment to the Fund Administration Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S.\n Bank Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 284 to the Registrant’s\n registration statement filed on July 6, 2026 on Form N-1A.

	(xxiii)	Twenty-Third\n Amendment to the Fund Administration Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S.\n Bank Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 366 to the Registrant’s\n registration statement filed on August 19, 2026 on Form N-1A.

	(xxiv)	Twenty-Fourth\n Amendment to the Fund Administration Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S.\n Bank Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 364 to the Registrant’s\n registration statement filed on August 14, 2026 on Form N-1A.

	(xxv)	Twenty-Fifth\n Amendment to the Fund Administration Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S.\n Bank Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 366 to the Registrant’s\n registration statement filed on August 19, 2026 on Form N-1A.

C-8

\n \n \n \n \n \n \n \n \n \n \n \n \n

	(xxvi)	Twenty-Sixth\n Amendment to the Fund Administration Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S.\n Bank Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 477 to the Registrant’s\n registration statement filed on September 24, 2026 on Form N-1A.

	(xxvii)	Twenty-Seventh\n Amendment to the Fund Administration Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S.\n Bank Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 477 to the Registrant’s\n registration statement filed on September 24, 2026 on Form N-1A.

\n \n \n \n \n

(3)

ETF\n Fund Accounting Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S. Bank Global Fund Services\n – Incorporated herein by reference to Pre-Effective Amendment No. 2 to the Registrant’s registration statement filed\n on November 9, 2023 on Form N-1A.

\n \n \n \n \n \n \n \n \n \n \n \n \n

	(i)	First\n Amendment to the ETF Fund Accounting Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S.\n Bank Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 23 to the Registrant’s registration\n statement filed on December 12, 2024 on Form N-1A.

	(ii)	Second\n Amendment to the ETF Fund Accounting Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S.\n Bank Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 23 to the Registrant’s registration\n statement filed on December 12, 2024 on Form N-1A.

\n \n \n \n \n

(iii)

Third\n Amendment to the ETF Fund Accounting Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S.\n Bank Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 22 to the Registrant’s registration\n statement filed on December 4, 2024 on Form N-1A.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	(iv)	Fourth\n Amendment to the ETF Fund Accounting Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S.\n Bank Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 26 to the Registrant’s registration\n statement filed on March 14, 2025 on Form N-1A.

	(v)	Fifth\n Amendment to the ETF Fund Accounting Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S.\n Bank Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 28 to the Registrant’s\n registration statement filed on March 31, 2025 on Form N-1A.

	(vi)	Sixth\n Amendment to the ETF Fund Accounting Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S.\n Bank Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 29 to the Registrant’s registration\n statement filed on April 25, 2025 on Form N-1A.

\n \n \n \n \n \n \n \n \n \n \n \n \n

	(vii)	Seventh\n Amendment to the ETF Fund Accounting Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S.\n Bank Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 32 to the Registrant’s registration\n statement filed on May 12, 2025 on Form N-1A.

	(viii)	Eighth\n Amendment to the ETF Fund Accounting Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S.\n Bank Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 38 to the Registrant’s registration\n statement filed on June 6, 2025 on Form N-1A.

\n \n \n \n \n

(ix)

Ninth\n Amendment to the ETF Fund Accounting Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S.\n Bank Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 42 to the Registrant’s registration\n statement filed on July 17, 2025 on Form N-1A.

\n \n \n \n \n

(x)

Tenth\n Amendment to the ETF Fund Accounting Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S.\n Bank Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 49 to the Registrant’s registration\n statement filed on August 7, 2025 on Form N-1A.

C-9

\n \n \n \n \n

(xi)

Eleventh\n Amendment to the ETF Fund Accounting Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S.\n Bank Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 63 to the Registrant’s registration\n statement filed on October 10, 2025 on Form N-1A.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	(xii)	Twelfth\n Amendment to the ETF Fund Accounting Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S.\n Bank Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 72 to the Registrant’s registration\n statement filed on October 31, 2025 on Form N-1A.

	(xiii)	Thirteenth\n Amendment to the ETF Fund Accounting Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S.\n Bank Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 75 to the Registrant’s registration\n statement filed on November 14, 2025 on Form N-1A.

	(xiv)	Fourteenth\n Amendment to the ETF Fund Accounting Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S.\n Bank Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 80 to the Registrant’s registration\n statement filed on December 9, 2025 on Form N-1A.

\n \n \n \n \n

(xv)

Fifteenth\n Amendment to the ETF Fund Accounting Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S.\n Bank Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 91 to the Registrant’s registration\n statement filed on January 9, 2026 on Form N-1A.

\n \n \n \n \n

(xvi)

Sixteenth\n Amendment to the ETF Fund Accounting Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S.\n Bank Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 105 to the Registrant’s\n registration statement filed on February 4, 2026 on Form N-1A.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	(xvii)	Seventeenth\n Amendment to the ETF Fund Accounting Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S.\n Bank Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 191 to the Registrant’s\n registration statement filed on May 6, 2026 on Form N-1A.

	(xviii)	Eighteenth\n Amendment to the ETF Fund Accounting Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S.\n Bank Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 188 to the Registrant’s\n registration statement filed on May 4, 2026 on Form N-1A.

	(xix)	Nineteenth\n Amendment to the ETF Fund Accounting Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S.\n Bank Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 206 to the Registrant’s\n registration statement filed on May 12, 2026 on Form N-1A.

\n \n \n \n \n

(xx)

Twentieth\n Amendment to the ETF Fund Accounting Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S.\n Bank Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 239 to the Registrant’s\n registration statement filed on June 1, 2026 on Form N-1A.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	(xxi)	Twenty-First\n Amendment to the ETF Fund Accounting Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S.\n Bank Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 284 to the Registrant’s\n registration statement filed on July 6, 2026 on Form N-1A.

	(xxii)	Twenty-Second\n Amendment to the ETF Fund Accounting Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S.\n Bank Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 284 to the Registrant’s\n registration statement filed on July 6, 2026 on Form N-1A.

	(xxiii)	Twenty-Third\n Amendment to the ETF Fund Accounting Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S.\n Bank Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 366 to the Registrant’s\n registration statement filed on August 19, 2026 on Form N-1A.

C-10

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	(xxiv)	Twenty-Fourth\n Amendment to the ETF Fund Accounting Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S.\n Bank Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 364 to the Registrant’s\n registration statement filed on August 14, 2026 on Form N-1A.

	(xxv)	Twenty-Fifth\n Amendment to the ETF Fund Accounting Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S.\n Bank Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 366 to the Registrant’s\n registration statement filed on August 19, 2026 on Form N-1A.

	(xxvi)	Twenty-Sixth\n Amendment to the ETF Fund Accounting Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S.\n Bank Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 477 to the Registrant’s\n registration statement filed on September 24, 2026 on Form N-1A.

	(xxvii)	Twenty-Seventh\n Amendment to the ETF Fund Accounting Servicing Agreement between Themes ETF Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S.\n Bank Global Fund Services – Incorporated herein by reference to Post-Effective Amendment No. 477 to the Registrant’s\n registration statement filed on September 24, 2026 on Form N-1A.

\n \n \n \n \n \n \n \n \n \n \n \n \n

	(4)	Index\n License Agreement between Themes Management Company, LLC and Solactive AG – Incorporated herein by reference to Pre-Effective\n Amendment No. 2 to the Registrant’s registration statement filed on November 9, 2023 on Form N-1A.

	(5)	Master\n Index License Agreement between Themes Management Company, LLC and STOXX Ltd. – Incorporated herein by reference to Pre-Effective\n Amendment No. 2 to the Registrant’s registration statement filed on November 9, 2023 on Form N-1A.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

(i)	Opinion and Consent of Practus, LLP – filed herewith.

(j)	Not applicable.

(k)	Not applicable.

\n \n \n \n

(l)	Initial\n Capital Agreement – Incorporated herein by reference to Pre-Effective Amendment No. 2 to the Registrant’s registration\n statement filed on November 9, 2023 on Form N-1A.

\n \n \n \n

(m)	Rule 12b-1\n Plan – Incorporated herein by reference to Pre-Effective Amendment No. 2 to the Registrant’s registration statement filed\n on November 9, 2023 on Form N-1A.

\n \n \n \n

(n)	Not\n applicable.

\n \n \n \n

(o)

Reserved.

\n \n \n \n

(p)	Code\n of Ethics

\n \n \n \n \n

(1)

Code\n of Ethics of Themes ETF Trust – Incorporated herein by reference to Pre-Effective Amendment No. 2 to the Registrant’s\n registration statement filed on November 9, 2023 on Form N-1A.

\n \n \n \n \n

(2)

Code\n of Ethics of Themes Management Company, LLC. – Incorporated herein by reference to Pre-Effective Amendment No. 2 to the Registrant’s\n registration statement filed on November 9, 2023 on Form N-1A.

\n \n \n \n

(q)

Other

\n \n \n \n \n

(1)

Powers\n of Attorney – Incorporated herein by reference to Pre-Effective Amendment No. 2 to the Registrant’s registration statement\n filed on November 9, 2023 on Form N-1A.

C-11

Item\n29. Persons Controlled By or Under Common Control with the Registrant:

None.

Item\n30. Indemnification:

Under\nthe terms of the Delaware Statutory Trust Act (“DSTA”) and the Registrant’s Agreement and Declaration of Trust (“Declaration\nof Trust”), no officer or trustee of the Registrant shall have any liability to the Registrant, its shareholders, or any other\nparty for damages, except to the extent such limitation of liability is precluded by Delaware law, the Declaration of Trust or the By-Laws\nof the Registrant.

Subject\nto the standards and restrictions set forth in the Declaration of Trust, DSTA, Section 3817, permits a statutory trust to indemnify\nand hold harmless any trustee, beneficial owner or other person from and against any and all claims and demands whatsoever. DSTA, Section 3803\nprotects trustees, officers, managers and other employees, when acting in such capacity, from liability to any person other than the\nRegistrant or beneficial owner for any act, omission or obligation of the Registrant or any trustee thereof, except as otherwise provided\nin the Declaration of Trust.

The\nDeclaration of Trust provides that any person who is or was a Trustee, officer, employee or other agent, including the underwriter, of\nsuch Trust shall be liable to the Trust and its shareholders only for (1) any act or omission that constitutes a bad faith violation\nof the implied contractual covenant of good faith and fair dealing, or (2) the person’s own willful misfeasance, bad faith, gross\nnegligence or reckless disregard of the duties involved in the conduct of such person (such conduct referred to herein as Disqualifying\nConduct) and for nothing else. Except in these instances and to the fullest extent that limitations of liability of agents are permitted\nby the DSTA, these Agents (as defined in the Declaration of Trust) shall not be responsible or liable for any act or omission of any\nother Agent of the Trust or any investment adviser or principal underwriter. Moreover, except and to the extent provided in these instances,\nnone of these Agents, when acting in their respective capacity as such, shall be personally liable to any other person, other than such\nTrust or its shareholders, for any act, omission or obligation of the Trust or any trustee thereof.

The\nTrust shall indemnify, out of its property, to the fullest extent permitted under applicable law, any of the persons who was or is a\nparty or is threatened to be made a party to any Proceeding (as defined in the Declaration of Trust) because the person is or was an\nAgent of such Trust. These persons shall be indemnified against any Expenses (as defined in the Declaration of Trust), judgments, fines,\nsettlements and other amounts actually and reasonably incurred in connection with the Proceeding if the person acted in good faith or,\nin the case of a criminal proceeding, had no reasonable cause to believe that the conduct was unlawful. The termination of any Proceeding\nby judgment, order, settlement, conviction or plea of nolo contendere or its equivalent shall not in itself create a presumption that\nthe person did not act in good faith or that the person had reasonable cause to believe that the person’s conduct was unlawful.\nThere shall nonetheless be no indemnification for a person’s own Disqualifying Conduct.

Insofar\nas indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to Trustees, officers and controlling\npersons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of\nthe Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.\nIn the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred\nor paid by a Trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is\nasserted by such Trustee, officer or controlling person in connection with securities being registered, the Registrant may be required,\nunless in the opinion of its counsel the matter has been settled by controlling precedent, to submit to a court of appropriate jurisdiction\nthe question whether such indemnification is against public policy as expressed in the Act and will be governed by the final adjudication\nof such issue.

Item\n31. Business and Other Connections of Investment Adviser:

This\nItem incorporates by reference the investment adviser’s Uniform Application for Investment Adviser Registration (“Form\nADV”) on file with the SEC, as listed below. The Form ADV may be obtained, free of charge, at the SEC’s website at\nwww.adviserinfo.sec.gov. Additional information as to any other business, profession, vocation or employment of a substantial nature\nengaged in by each officer and director of the investment adviser is included in Form ADV and is incorporated herein by reference.\nThe investment adviser’s SEC registration number is 801-128358.

C-12

Item\n32. Principal Underwriters:

\n \n \n \n

(1)

ALPS Distributors, Inc.\n acts as the distributor for the Registrant and the following investment companies:

1290\nFunds

1WS\nCredit Income Fund

Aberdeen\nIncome Credit Strategies Fund

abrdn\nETFs

abrdn\nFunds

abrdn\nGlobal Dynamic Dividend Fund

abrdn\nGlobal Premier Properties Fund

abrdn\nIncome Credit Strategies Fund

Accordant\nODCE Index Fund

Alpha\nAlternative Assets Fund

ALPS\nSeries Trust

Alternative\nCredit Income Fund

Apollo\nDiversified Credit Fund

Apollo\nDiversified Real Estate Fund

AQR\nFunds

Arrowmark\nFinancial Corp.

Axonic\nAlternative Income Fund

Axonic\nFunds

BBH\nTrust

Bluerock\nHigh Income Institutional Credit Fund

Bluerock\nTotal Income+ Real Estate Fund

Bridge\nBuilder Trust

Cambria\nETF Trust

CION\nAres Diversified Credit Fund

CION\nGrosvenor Infrastructure Fund

Columbia\nETF Trust

Columbia\nETF Trust I

Columbia\nETF Trust II

Columbia\nSeligman Premium Technology Growth Fund, Inc.

CRM\nMutual Fund Trust

DBX\nETF Trust

Diameter\nDynamic Credit Fund

Eagle\nPoint Defensive Income Trust

Eagle\nPoint Enhanced Income Trust

EA\nSeries Trust (Cambria Series)

ETF\nSeries Solutions (Vident Series)

Financial\nInvestors Trust

Firsthand\nFunds

FS\nCredit Income Fund

FS\nCredit Opportunities Corp.

FS\nMVP Private Markets Fund

Gemcorp\nCommodities Alternative Products Fund

Goehring\n& Rozencwajg Investment Funds

Goldman\nSachs ETF Trust

C-13

Goldman\nSachs ETF Trust II

Graniteshares\nETF Trust

Hartford\nFunds Exchange-Traded Trust

Heartland\nGroup, Inc.

Investment\nManagers Series Trust II (AXS-Advised Funds)

Investment\nManagers Series Trust II (Alternative Access-Advised Fund)

Janus\nDetroit Street Trust

Lattice\nStrategies Trust

Litman\nGregory Funds Trust

Longleaf\nPartners Funds Trust

Manager\nDirected Portfolios (Spyglass Growth Fund)

Meridian\nFund, Inc.

Natixis\nETF Trust

Natixis\nETF Trust II

New\nYork Life Investments Active ETF Trust

New\nYork Life Investments ETF Trust

Opportunistic\nCredit Interval Fund

PRIMECAP\nOdyssey Funds

Principal\nExchange-Traded Funds

RiverNorth\nFunds

RiverNorth\nOpportunities Fund, Inc.

RiverNorth/DoubleLine\nStrategic Opportunity Fund, Inc.

RiverNorth\nOpportunistic Municipal Income Fund, Inc.

RiverNorth\nManaged Duration Municipal Income Fund, Inc.

RiverNorth\nFlexible Municipal Income Fund, Inc.

RiverNorth\nCapital and Income Fund, Inc.

RiverNorth\nFlexible Municipal Income Fund II, Inc.

RiverNorth\nManaged Duration Municipal Income Fund II, Inc.

SPDR\nDow Jones Industrial Average ETF Trust

SPDR\nS&P 500 ETF Trust

SPDR\nS&P MidCap 400 ETF Trust

Sphinx\nOpportunity Fund II

Sprott\nFunds Trust

The\nArbitrage Funds

Themes\nETF Trust

Tidal\nTrust II (Cambria Series)

Thornburg\nETF Trust

Thrivent\nETF Trust

Trust\nfor Professional Managers (PT Asset Management Series)

USCF\nETF Trust

USVC\nVenture Capital Access Fund

Valkyrie\nETF Trust II

Wasatch\nFunds

Wilmington\nFunds

X-Square\nBalanced Fund

X-Square\nSeries Trust

C-14

\n \n \n \n

(2)

To the best of Registrant’s\n knowledge, the directors and executive officers of ALPS Distributors, Inc., are as follows:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Name*	Position\n with Underwriter	Positions\n with Fund
Stephen\n J. Kyllo	President,\n Chief Operating Officer, Director, Chief Compliance Officer	None
Brian\n Schell**	Vice\n President & Treasurer	None
Eric\n Parsons	Vice\n President, Controller and Assistant Treasurer	None
Jason\n White***	Secretary	None
Richard\n C. Noyes	Senior\n Vice President, General Counsel, Assistant Secretary	None
Eric\n Theroff^	Assistant\n Secretary	None
Adam\n Girard^^	Tax\n Officer	None
Liza\n Price	Vice\n President, Managing Counsel	None
Jed\n Stahl	Vice\n President, Managing Counsel	None
James\n Stegall	Vice\n President	None
Hilary\n Quinn	Vice\n President	None

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	*	Except as otherwise noted,\n the principal business address for each of the above directors and executive officers is 1290 Broadway, Suite 1000, Denver, Colorado\n 80203.
	**	The principal business\n address for Mr. Schell is 100 South Wacker Drive, 19th Floor, Chicago, IL 60606.
	***	The principal business\n address for Mr. White is 4 Times Square, New York, NY 10036.
	^	The principal business\n address for Mr. Theroff is 1055 Broadway Boulevard, Kansas City, MO 64105.
	^^	The principal business\n address for Mr. Girard is 80 Lamberton Road, Windsor, CT 06095.

Item\n33. Location of Accounts and Records:

The\nbooks, accounts and other documents required by Section 31(a) under the Investment Company Act of 1940, as amended, and the rules promulgated\nthereunder will be maintained at the offices of:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Records\n Relating to:	Are\n located at:
Registrant’s\n Transfer Agent, Fund Administrator and Fund Accountant	U.S.\n Bancorp Fund Services, LLC 615 East Michigan Street Milwaukee, WI 53202
Registrant’s\n Custodian	U.S.\n Bank National Association 1555 North Rivercenter Drive, Suite 302 Milwaukee, WI 53212
Registrant’s\n Investment Adviser	Themes\n Management Company, LLC 34 East Putnam Avenue, Suite 112 Greenwich, Connecticut 06830
Registrant’s\n Distributor	ALPS\n Distributors, Inc. 1290 Broadway, Suite 1000 Denver, Colorado 80203

C-15

Item\n34. Management Services:

None.

Item\n35. Undertakings:

None.

C-16

SIGNATURES

Pursuant\nto the requirements of the Securities Act of 1933 (the “Securities Act”) and the Investment Company Act of 1940, the Registrant\ncertifies that it meets all of the requirements for effectiveness of this Post-Effective Amendment No. 570 to its Registration Statement\non Form N-1A under Rule 485(b) under the Securities Act and has duly caused this Post-Effective Amendment to its Registration Statement\non Form N-1A to be signed on its behalf by the undersigned, duly authorized, in the City of Greenwich and State of Connecticut on the\n27^th day of October, 2026.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	THEMES\n ETF TRUST

	By:	/s/\n Jose C. Gonzalez
		Jose\n C. Gonzalez
		Trustee\n and President \n (Principal\n Executive Officer)

Pursuant\nto the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities\nand on the dates indicated.

Signature	Title	Date

/s/\n Jose C. Gonzalez	Trustee and President	October 27,\n 2026
Jose C. Gonzalez	(Principal Executive Officer)

/s/ Dobromir\n Kamburov	Treasurer	October 27, 2026
Dobromir Kamburov	(Principal Financial Officer and Principal Accounting\n Officer)

Sanjay R. Bharwani*\n	Trustee	October 27, 2026
Sanjay R. Bharwani

Neil Fleming*\n	Trustee	October 27, 2026
Neil Fleming

Tracy N. Packwood*\n	Trustee	October 27, 2026
Tracy N. Packwood

\n \n \n \n \n \n \n \n \n \n \n \n \n

*By:	/s/\n Jose C. Gonzalez
	Jose\n C. Gonzalez
	Attorney-In-Fact\n pursuant to powers of attorney filed with Pre-Effective Amendment No. 2 to the Registrant’s registration statement\n on November 9, 2023

C-17

EXHIBIT\nINDEX

\n \n \n \n \n \n \n \n \n

Exhibit\n No.		Exhibit\n Description
(i)		Opinion and Consent of Practus, LLP – filed herewith.

C-18

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