Howard Hughes POS EX Additional exhibits for listing

As filed with the U.S. Securities and Exchange Commission on January 19, 2024

File No. 333-182274

File No.: 811-22310

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933	[X]
Pre-Effective Amendment No.	[ ]
Post-Effective Amendment No. 156	[X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940	[X]
Amendment No. 158	[X]

ETF MANAGERS TRUST

(Exact Name of Registrant as Specified in Charter)

350 Springfield Avenue, Suite #200

Summit, New Jersey 07901

(Address of Principal Executive Offices, Zip Code)

(Registrant’s Telephone Number, including Area Code)

(877) 756-7873

Corporation Service Company

2711 Centerville Road, Suite 400

Wilmington, DE 19808

(Name and Address of Agent for Service)

Copy to:

Eric Simanek, Esq

Eversheds Sutherland (US) LLP

700 6th St NW

Washington, DC 20001

This Post-Effective Amendment consists of the following:

1.Facing Sheet of the Registration Statement.

2.Explanatory Note.

3.Part C to the Registration Statement (including signature page) and certain exhibits to the Registration Statement.

Explanatory Note: This Post-Effective Amendment is being filed solely for the purpose of filing exhibits to the Registration Statement on Form N-1A. Parts A and B of Post-Effective Amendment No. 154 to the Registration Statement on Form N-1A filed on January 26, 2023 pursuant to Rule 485(b) under the Securities Act of 1933, as amended, are incorporated by reference herein.

PART C: OTHER INFORMATION

ETF Managers Trust

ITEM 28. EXHIBITS

(a)	(1)		Certificate of Trust dated June 30, 2009, as filed with the state of Delaware on July 1, 2009, for ETF Managers Trust (the “Trust” or the “Registrant”) is incorporated herein by reference to Exhibit (a)(1) to the Registrant’s Initial Registration Statement on Form N-1A, as filed with the Securities and Exchange Commission (the “SEC”) on June 22, 2012.
	(2)		Certificate of Amendment dated May 25, 2016 to the Registrant’s Certificate of Trust dated June 30, 2009, as filed with the State of Delaware on May 31, 2016, is incorporated herein by reference to Exhibit (a)(2) to Post-Effective Amendment No. 41 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC on August 25, 2016.
	(3)		Registrant’s Agreement and Declaration of Trust, adopted June 30, 2009, is incorporated herein by reference to Exhibit (a)(3) to Pre-Effective Amendment No. 2 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC on November 20, 2012.
	(4)		Amendment dated June 20, 2016 to the Registrant’s Agreement and Declaration of Trust, adopted June 30, 2009, is incorporated herein by reference to Exhibit (a)(4) to Post-Effective Amendment No. 41 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC on August 25, 2016.
	(5)		Amendment No. 2 dated January 12, 2024 to the Registrant’s Agreement and Declaration of Trust, adopted June 30, 2009. – Filed Herewith.
(b)	(1)		Registrant’s By-Laws, adopted October 1, 2012, are incorporated herein by reference to Exhibit (b) to Pre-Effective Amendment No. 2 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC on November 20, 2012.
	(2)		Amendment dated January 12, 2024 to the Registrant’s By-Laws, adopted October 1, 2012. – Filed Herewith.
(c)			Not applicable.
(d)	(1)		Amended and Restated Advisory Agreement dated June 24, 2016 between the Trust and ETF Managers Group LLC is incorporated herein by reference to Exhibit (d)(1) to Post-Effective Amendment No. 41 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC on August 25, 2016.
	(2)		Amendment to the Amended and Restated Advisory Agreement is incorporated herein by reference to Exhibit (d)(2) to Post-Effective Amendment No. 133 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC on January 28, 2021.
	(3)		Amended Schedule A to the Amended and Restated Advisory Agreement dated October 15, 2021 is incorporated herein by reference to Exhibit (d)(3) to Post-Effective No. 146 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC on October 15, 2021.
	(4)		Sub-Advisory Agreement between ETF Managers Group LLC and EquBot LLC is incorporated herein by reference to Exhibit (e) to Post-Effective Amendment No. 71 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC on September 28, 2017.
(e)			Form of ETF Distribution Agreement between the ETF Managers Group LLC and Foreside Fund Services, LLC. – Filed Herewith.
(f)			Not applicable.
(g)	(1)	(a)	Amended and Restated Custody Agreement between the Trust and U.S. Bank National Association is incorporated herein by reference to Exhibit (g)(1)(a) to the Post-Effective Amendment to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC on June 4, 2021.
		(b)	Amendment to Amended and Restated Custody Agreement is incorporated herein by reference to Exhibit (g)(1)(b) to the Post-Effective Amendment to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC on October 15, 2021.
(h)	(1)	(a)	Fund Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC is incorporated herein by reference to Exhibit (h)(1)(a) to the Post-Effective Amendment to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC on June 4, 2021.
		(b)	Amendment to Fund Servicing Agreement is incorporated herein by reference to Exhibit (h)(1)(b) to the Post-Effective Amendment to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC on October 15, 2021.
	(2)		Form of Sub-License Agreement is incorporated herein by reference to Exhibit (h)(4) to Pre-Effective Amendment No. 2 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC on November 20, 2012.

C-1

	(3)	(a)	Securities Lending Agreement dated January 8, 2016 between the Trust and U.S. Bank National Association LLC (with respect to all series except for the ETFMG Alternative Harvest ETF, ETFMG Prime Junior Silver ETF and ETFMG Sit Ultra Short ETF) is incorporated herein by reference to Exhibit (h)(11) to Post-Effective Amendment No. 31 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC on January 28, 2016.
		(b)	First Amendment to the Securities Lending Agreement dated October 3, 2016 between the Trust and U.S. Bank National Association is incorporated herein by reference to Exhibit (h)(3)(B) to Post-Effective Amendment No. 155 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC on March 3, 2023.
		(c)	Second Amendment to the Securities Lending Agreement dated December 9, 2019 between the Trust and U.S. Bank National Association is incorporated herein by reference to Exhibit (h)(3)(B) to Post-Effective Amendment No. 155 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC on March 3, 2023.
		(d)	Third Amendment to the Securities Lending Agreement is incorporated herein by reference to Exhibit (h)(3)(b) to the Post-Effective Amendment to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC on June 4, 2021.
		(e)	Fourth Amendment to the Securities Lending Agreement dated October 1, 2021 between the Trust and U.S. Bank National Association is incorporated herein by reference to Exhibit (h)(3)(B) to Post-Effective Amendment No. 155 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC on March 3, 2023.
(i)	(1)		Legal Opinion and Consent for AI Powered Equity ETF is incorporated herein by reference to Exhibit (i)(9) to Post-Effective Amendment No. 71 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC on September 28, 2017.
	(2)		Legal Opinion and Consent for ETFMG Alternative Harvest ETF is incorporated herein by reference to Exhibit (i)(10) to Post-Effective Amendment No. 8 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC on December 20, 2017.
	(3)		Legal Opinion and Consent for ETFMG Prime Junior Silver ETF, ETFMG Prime Cyber Security ETF, ETFMG Prime Mobile Payments ETF, ETFMG Drone Economy Strategy ETF, ETFMG Video Game Tech ETF, BlueStar Israel Technology ETF and Etho Climate Leadership U.S. ETF is incorporated herein by reference to Exhibit (i)(4) to Post-Effective Amendment No. 83 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC on January 26, 2018.
	(4)		Legal Opinion and Consent for ETFMG Sit Ultra Short ETF is incorporated herein by reference to Exhibit (i)(5) to Post-Effective Amendment No. 111 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC on June 24, 2019.
	(5)		Legal Opinion and Consent for ETFMG Travel Tech ETF is incorporated herein by reference to Exhibit (i)(6) to Post-Effective Amendment No. 122 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC on February 10, 2020.
	(6)		Legal Opinion and Consent for ETFMG Treatments, Testing and Advancements ETF is incorporated herein by reference to Exhibit (i)(6) to Post-Effective Amendment No. 129 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC on June 15, 2020.
	(7)		Legal Opinion and Consent for ETFMG U.S. Alternative Harvest ETF is incorporated herein by reference to Exhibit (i)(7) to Post-Effective Amendment No. 137 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC on May 5, 2021.
	(8)		Legal Opinion and Consent for ETFMG Prime 2X Daily Junior Silver Miners ETF and ETFMG 2X Travel Tech ETF, is incorporated herein by reference to Exhibit (i)(8) to the Post-Effective Amendment to Registrant’s Registration Statement on Form N-1A, as filed with the SEC on June 4, 2021.
	(9)		Legal Opinion and Consent for ETFMG Breakwave Sea Decarbonization Tech ETF is incorporated herein by reference to Exhibit (i)(10) to Post Effective Amendment No. 145 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC on September 16, 2021.
	(10)		Legal Consent for use of Eversheds Sutherland (US) LLP is incorporated herein by reference to Exhibit (i)(10) to Post Effective Amendment No. 154 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC on January 26, 2023.
(j)			Consent of independent registered public accounting firm – Not Applicable to This Filing.
(k)			Not applicable.
(l)			Not applicable.
(m)			Second Amended and Restated Rule 12b-1 Plan – Filed Herewith.

C-2

(n)		Not applicable.
(o)		Not applicable.
(p)	(1)	Code of Ethics of the Trust, ETFMG Financial LLC, and ETF Managers Group LLC is incorporated herein by reference to Exhibit (p)(1) to Post-Effective Amendment No. 111 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC on June 24, 2019.
	(2)	Code of Ethics of EquBot LLC is incorporated herein by reference to Exhibit (p)(4) to Post-Effective Amendment No. 71 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC on September 28, 2017.
	(3)	Code of Ethics for Principal Underwriter – not applicable per Rule 17j-1(c)(3).
(q)	(1)	Power of Attorney dated September 28, 2020 for Terry Loebs is incorporated herein by reference to Exhibit (q)(1) to Post-Effective Amendment No. 132 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC on January 29, 2021.
	(2)	Power of Attorney dated September 28, 2020 for Eric Weigel is incorporated herein by reference to Exhibit (q)(2) to Post-Effective Amendment No. 132 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC on January 29, 2021.
	(3)	Opinion of counsel regarding legal status of the ETFMG Alternative Harvest ETF and ETFMG U.S. Alternative Harvest ETF, s incorporated herein by reference to Exhibit (q)(3) to Post-Effective Amendment 152 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC on August 18, 2022.

ITEM 29. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE REGISTRANT

Not Applicable.

ITEM 30. INDEMNIFICATION

The Trustees shall not be responsible or liable in any event for any neglect or wrongdoing of any officer, agent, employee, adviser or principal underwriter of the Trust, nor shall any Trustee be responsible for the act or omission of any other Trustee, and, subject to the provisions of the By-Laws, the Trust out of its assets may indemnify and hold harmless each and every Trustee and officer of the Trust from and against any and all claims, demands, costs, losses, expenses, and damages whatsoever arising out of or related to such Trustee’s or officer’s performance of his or her duties as a Trustee or officer of the Trust; provided that nothing herein contained shall indemnify, hold harmless or protect any Trustee or officer from or against any liability to the Trust or any Shareholder to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.

Every note, bond, contract, instrument, certificate or undertaking and every other act or thing whatsoever issued, executed or done by or on behalf of the Trust or the Trustees or any of them in connection with the Trust shall be conclusively deemed to have been issued, executed or done only in or with respect to their or his or her capacity as Trustees or Trustee, and such Trustees or Trustee shall not be personally liable thereon.

Insofar as indemnification for liability arising under the Securities Act of 1933 (the “Securities Act”) may be permitted to Trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such Trustee, officer, or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 

ITEM 31.BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISER

ETF Managers Group LLC (the “Adviser”) serves as the investment adviser for each series of the Trust. The principal address of the Adviser is 30 Maple Street, 2nd Floor, Summit, New Jersey 07901.

EquBot LLC serves as investment sub-adviser for the AI Powered Equity ETF. The principal address of EquBot LLC is 450 Townsend Street, San Francisco, California 94107.

Each of the above entities is an investment adviser registered with the SEC under the Investment Advisers Act of 1940.

C-3

This Item incorporates by reference each firm’s Uniform Application for Investment Adviser Registration (“Form ADV”) on file with the SEC, as listed below. The Form ADV may be obtained, free of charge, at the SEC’s website at www.adviserinfo.sec.gov.  Additional information as to any other business, profession, vocation or employment of a substantial nature engaged in by each officer and director of the firms below is included in the Trust’s Statement of Additional Information.

Investment Adviser	SEC File No.
ETF Managers Group LLC	801-107165
EquBot LLC	801-110987

Item 32.  Principal Underwriter.

(a)      Foreside Fund Services, LLC (the “Distributor”) serves as principal underwriter for the following investment companies registered under the Investment Company Act of 1940, as amended:

1.AB Active ETFs, Inc.

2.ABS Long/Short Strategies Fund

3.Absolute Shares Trust

4.ActivePassive Core Bond ETF, Series of Trust for Professional Managers

5.ActivePassive Intermediate Municipal Bond ETF, Series of Trust for Professional Managers

6.ActivePassive International Equity ETF, Series of Trust for Professional Managers

7.ActivePassive U.S. Equity ETF, Series of Trust for Professional Managers

8.Adaptive Core ETF, Series of Collaborative Investment Series Trust

9.AdvisorShares Trust

10.AFA Multi-Manager Credit Fund

11.AGF Investments Trust

12.AIM ETF Products Trust

13.Alexis Practical Tactical ETF, Series of Listed Funds Trust

14.AlphaCentric Prime Meridian Income Fund

15.American Century ETF Trust

16.Amplify ETF Trust

17.Applied Finance Core Fund, Series of World Funds Trust

18.Applied Finance Explorer Fund, Series of World Funds Trust

19.Applied Finance Select Fund, Series of World Funds Trust

20.ARK ETF Trust

21.ARK Venture Fund

22.B.A.D. ETF, Series of Listed Funds Trust

23.Bitwise Funds Trust

24.Bluestone Community Development Fund

25.BondBloxx ETF Trust

26.Bramshill Multi-Strategy Income Fund, Series of Investment Managers Series Trust

27.Bridgeway Funds, Inc.

28.Brinker Capital Destinations Trust

29.Brookfield Real Assets Income Fund Inc.

30.Build Funds Trust

31.Calamos Convertible and High Income Fund

32.Calamos Convertible Opportunities and Income Fund

33.Calamos Dynamic Convertible and Income Fund

34.Calamos ETF Trust

35.Calamos Global Dynamic Income Fund

36.Calamos Global Total Return Fund

37.Calamos Strategic Total Return Fund

38.Carlyle Tactical Private Credit Fund

39.Cboe Vest Bitcoin Strategy Managed Volatility Fund, Series of World Funds Trust

40.Cboe Vest S&P 500�� Dividend Aristocrats Target Income Fund, Series of World Funds Trust

41.Cboe Vest US Large Cap 10% Buffer Strategies Fund, Series of World Funds Trust

42.Cboe Vest US Large Cap 10% Buffer VI Fund, Series of World Funds Trust

C-4

43.Cboe Vest US Large Cap 20% Buffer Strategies Fund, Series of World Funds Trust

44.Cboe Vest US Large Cap 20% Buffer VI Fund, Series of World Funds Trust

45.Center Coast Brookfield MLP & Energy Infrastructure Fund

46.Clifford Capital Focused Small Cap Value Fund, Series of World Funds Trust

47.Clifford Capital International Value Fund, Series of World Funds Trust

48.Clifford Capital Partners Fund, Series of World Funds Trust

49.Cliffwater Corporate Lending Fund

50.Cliffwater Enhanced Lending Fund

51.Cohen & Steers Infrastructure Fund, Inc.

52.Convergence Long/Short Equity ETF, Series of Trust for Professional Managers

53.CornerCap Small-Cap Value Fund, Series of Managed Portfolio Series

54.CrossingBridge Pre-Merger SPAC ETF, Series of Trust for Professional Managers

55.Curasset Capital Management Core Bond Fund, Series of World Funds Trust

56.Curasset Capital Management Limited Term Income Fund, Series of World Funds Trust

57.Davis Fundamental ETF Trust

58.Defiance Daily Short Digitizing the Economy ETF, Series of ETF Series Solutions

59.Defiance Hotel, Airline, and Cruise ETF, Series of ETF Series Solutions

60.Defiance Next Gen Connectivity ETF, Series of ETF Series Solutions

61.Defiance Next Gen H2 ETF, Series of ETF Series Solutions

62.Defiance Pure Electric Vehicle ETF, Series of ETF Series Solutions

63.Defiance Quantum ETF, Series of ETF Series Solutions

64.Direxion Funds

65.Direxion Shares ETF Trust

66.Dividend Performers ETF, Series of Listed Funds Trust

67.Dodge & Cox Funds

68.DoubleLine ETF Trust

69.DoubleLine Income Solutions Fund

70.DoubleLine Opportunistic Credit Fund

71.DoubleLine Yield Opportunities Fund

72.DriveWealth ETF Trust

73.EIP Investment Trust

74.Ellington Income Opportunities Fund

75.ETF Managers Trust

76.ETF Opportunities Trust

77.Evanston Alternative Opportunities Fund

78.Exchange Listed Funds Trust

79.FlexShares Trust

80.Forum Funds

81.Forum Funds II

82.Forum Real Estate Income Fund

83.Goose Hollow Enhanced Equity ETF, Series of Collaborative Investment Series Trust

84.Goose Hollow Multi-Strategy Income ETF, Series of Collaborative Investment Series Trust

85.Goose Hollow Tactical Allocation ETF, Series of Collaborative Investment Series Trust

86.Grayscale Future of Finance ETF, Series of ETF Series Solutions

87.Guinness Atkinson Funds

88.Harbor ETF Trust

89.Horizon Kinetics Blockchain Development ETF, Series of Listed Funds Trust

90.Horizon Kinetics Energy and Remediation ETF, Series of Listed Funds Trust

91.Horizon Kinetics Inflation Beneficiaries ETF, Series of Listed Funds Trust

92.Horizon Kinetics Medical ETF, Series of Listed Funds Trust

93.Horizon Kinetics SPAC Active ETF, Series of Listed Funds Trust

94.IDX Funds

95.Innovator ETFs Trust

96.Ironwood Institutional Multi-Strategy Fund LLC

97.Ironwood Multi-Strategy Fund LLC

98.John Hancock Exchange-Traded Fund Trust

99.LDR Real Estate Value-Opportunity Fund, Series of World Funds Trust

100.Mairs & Power Balanced Fund, Series of Trust for Professional Managers

C-5

101.Mairs & Power Growth Fund, Series of Trust for Professional Managers

102.Mairs & Power Minnesota Municipal Bond ETF, Series of Trust for Professional Managers

103.Mairs & Power Small Cap Fund, Series of Trust for Professional Managers

104.Manor Investment Funds

105.Merk Stagflation ETF, Series of Listed Funds Trust

106.Milliman Variable Insurance Trust

107.Mindful Conservative ETF, Series of Collaborative Investment Series Trust

108.Moerus Worldwide Value Fund, Series of Northern Lights Fund Trust IV

109.Mohr Growth ETF, Series of Collaborative Investment Series Trust

110.Mohr Sector Nav ETF, Series of Collaborative Investment Series Trust

111.Morgan Stanley ETF Trust

112.Morningstar Funds Trust

113.Mutual of America Investment Corporation

114.NEOS ETF Trust

115.North Square Investments Trust

116.OTG Latin American Fund, Series of World Funds Trust

117.Overlay Shares Core Bond ETF, Series of Listed Funds Trust

118.Overlay Shares Foreign Equity ETF, Series of Listed Funds Trust

119.Overlay Shares Hedged Large Cap Equity ETF, Series of Listed Funds Trust

120.Overlay Shares Large Cap Equity ETF, Series of Listed Funds Trust

121.Overlay Shares Municipal Bond ETF, Series of Listed Funds Trust

122.Overlay Shares Short Term Bond ETF, Series of Listed Funds Trust

123.Overlay Shares Small Cap Equity ETF, Series of Listed Funds Trust

124.Palmer Square Opportunistic Income Fund

125.Partners Group Private Income Opportunities, LLC

126.Performance Trust Mutual Funds, Series of Trust for Professional Managers

127.Perkins Discovery Fund, Series of World Funds Trust

128.Philotimo Focused Growth and Income Fund, Series of World Funds Trust

129.Plan Investment Fund, Inc.

130.PMC Core Fixed Income Fund, Series of Trust for Professional Managers

131.PMC Diversified Equity Fund, Series of Trust for Professional Managers

132.Point Bridge America First ETF, Series of ETF Series Solutions

133.Preferred-Plus ETF, Series of Listed Funds Trust

134.Putnam ETF Trust

135.Quaker Investment Trust

136.Rareview Dynamic Fixed Income ETF, Series of Collaborative Investment Series Trust

137.Rareview Inflation/Deflation ETF, Series of Collaborative Investment Series Trust

138.Rareview Systematic Equity ETF, Series of Collaborative Investment Series Trust

139.Rareview Tax Advantaged Income ETF, Series of Collaborative Investment Series Trust

140.Renaissance Capital Greenwich Funds

141.Reynolds Funds, Inc.

142.RiverNorth Enhanced Pre-Merger SPAC ETF, Series of Listed Funds Trust

143.RiverNorth Patriot ETF, Series of Listed Funds Trust

144.RMB Investors Trust

145.Robinson Opportunistic Income Fund, Series of Investment Managers Series Trust

146.Robinson Tax Advantaged Income Fund, Series of Investment Managers Series Trust

147.Roundhill Alerian LNG ETF, Series of Listed Funds Trust

148.Roundhill Ball Metaverse ETF, Series of Listed Funds Trust

149.Roundhill BIG Bank ETF, Series of Listed Funds Trust

150.Roundhill Cannabis ETF, Series of Listed Funds Trust

151.Roundhill ETF Trust

152.Roundhill IO Digital Infrastructure ETF, Series of Listed Funds Trust

153.Roundhill Magnificent Seven ETF, Series of Listed Funds Trust

154.Roundhill MEME ETF, Series of Listed Funds Trust

155.Roundhill S&P Global Luxury ETF, Series of Listed Funds Trust

156.Roundhill Sports Betting & iGaming ETF, Series of Listed Funds Trust

157.Roundhill Video Games ETF, Series of Listed Funds Trust

158.Rule One Fund, Series of World Funds Trust

C-6

159.Securian AM Real Asset Income Fund, Series of Investment Managers Series Trust

160.Six Circles Trust

161.Sound Shore Fund, Inc.

162.SP Funds Trust

163.Sparrow Funds

164.Spear Alpha ETF, Series of Listed Funds Trust

165.STF Tactical Growth & Income ETF, Series of Listed Funds Trust

166.STF Tactical Growth ETF, Series of Listed Funds Trust

167.Strategic Trust

168.Strategy Shares

169.Swan Hedged Equity US Large Cap ETF, Series of Listed Funds Trust

170.Syntax ETF Trust

171.Tekla World Healthcare Fund

172.Tema ETF Trust

173.Teucrium Agricultural Strategy No K-1 ETF, Series of Listed Funds Trust

174.Teucrium AiLA Long-Short Agriculture Strategy ETF, Series of Listed Funds Trust

175.Teucrium AiLA Long-Short Base Metals Strategy ETF, Series of Listed Funds Trust

176.The 2023 ETF Series Trust

177.The 2023 ETF Series Trust II

178.The Community Development Fund

179.The Finite Solar Finance Fund

180.The Private Shares Fund

181.The SPAC and New Issue ETF, Series of Collaborative Investment Series Trust

182.Third Avenue Trust

183.Third Avenue Variable Series Trust

184.Tidal ETF Trust

185.Tidal Trust II

186.TIFF Investment Program

187.Timothy Plan High Dividend Stock Enhanced ETF, Series of The Timothy Plan

188.Timothy Plan High Dividend Stock ETF, Series of The Timothy Plan

189.Timothy Plan International ETF, Series of The Timothy Plan

190.Timothy Plan Market Neutral ETF, Series of The Timothy Plan

191.Timothy Plan US Large/Mid Cap Core ETF, Series of The Timothy Plan

192.Timothy Plan US Large/Mid Core Enhanced ETF, Series of The Timothy Plan

193.Timothy Plan US Small Cap Core ETF, Series of The Timothy Plan

194.Total Fund Solution

195.Touchstone ETF Trust

196.TrueShares Eagle Global Renewable Energy Income ETF, Series of Listed Funds Trust

197.TrueShares Low Volatility Equity Income ETF, Series of Listed Funds Trust

198.TrueShares Structured Outcome (April) ETF, Series of Listed Funds Trust

199.TrueShares Structured Outcome (August) ETF, Series of Listed Funds Trust

200.TrueShares Structured Outcome (December) ETF, Series of Listed Funds Trust

201.TrueShares Structured Outcome (February) ETF, Series of Listed Funds Trust

202.TrueShares Structured Outcome (January) ETF, Series of Listed Funds Trust

203.TrueShares Structured Outcome (July) ETF, Series of Listed Funds Trust

204.TrueShares Structured Outcome (June) ETF, Series of Listed Funds Trust

205.TrueShares Structured Outcome (March) ETF, Series of Listed Funds Trust

206.TrueShares Structured Outcome (May) ETF, Listed Funds Trust

207.TrueShares Structured Outcome (November) ETF, Series of Listed Funds Trust

208.TrueShares Structured Outcome (October) ETF, Series of Listed Funds Trust

209.TrueShares Structured Outcome (September) ETF, Series of Listed Funds Trust

210.TrueShares Technology, AI & Deep Learning ETF, Series of Listed Funds Trust

211.U.S. Global Investors Funds

212.Union Street Partners Value Fund, Series of World Funds Trust

213.Variant Alternative Income Fund

214.Variant Impact Fund

215.VictoryShares Core Intermediate Bond ETF, Series of Victory Portfolios II

216.VictoryShares Core Plus Intermediate Bond ETF, Series of Victory Portfolios II

C-7

217.VictoryShares Corporate Bond ETF, Series of Victory Portfolios II

218.VictoryShares Developed Enhanced Volatility Wtd ETF, Series of Victory Portfolios II

219.VictoryShares Dividend Accelerator ETF, Series of Victory Portfolios II

220.VictoryShares Emerging Markets Value Momentum ETF, Series of Victory Portfolios II

221.VictoryShares Free Cash Flow ETF, Series of Victory Portfolios II

222.VictoryShares International High Div Volatility Wtd ETF, Series of Victory Portfolios II

223.VictoryShares International Value Momentum ETF, Series of Victory Portfolios II

224.VictoryShares International Volatility Wtd ETF, Series of Victory Portfolios II

225.VictoryShares NASDAQ Next 50 ETF, Series of Victory Portfolios II

226.VictoryShares Short-Term Bond ETF, Series of Victory Portfolios II

227.VictoryShares THB Mid Cap ESG ETF, Series of Victory Portfolios II

228.VictoryShares US 500 Enhanced Volatility Wtd ETF, Series of Victory Portfolios II

229.VictoryShares US 500 Volatility Wtd ETF, Series of Victory Portfolios II

230.VictoryShares US Discovery Enhanced Volatility Wtd ETF, Series of Victory Portfolios II

231.VictoryShares US EQ Income Enhanced Volatility Wtd ETF, Series of Victory Portfolios II

232.VictoryShares US Large Cap High Div Volatility Wtd ETF, Series of Victory Portfolios II

233.VictoryShares US Multi-Factor Minimum Volatility ETF, Series of Victory Portfolios II

234.VictoryShares US Small Cap High Div Volatility Wtd ETF, Series of Victory Portfolios II

235.VictoryShares US Small Cap Volatility Wtd ETF, Series of Victory Portfolios II

236.VictoryShares US Small Mid Cap Value Momentum ETF, Series of Victory Portfolios II

237.VictoryShares US Value Momentum ETF, Series of Victory Portfolios II

238.VictoryShares WestEnd US Sector ETF, Series of Victory Portfolios II

239.Volatility Shares Trust

240.West Loop Realty Fund, Series of Investment Managers Series Trust

241.Wilshire Mutual Funds, Inc.

242.Wilshire Variable Insurance Trust

243.WisdomTree Digital Trust

244.WisdomTree Trust

245.WST Investment Trust

246.XAI Octagon Floating Rate & Alternative Income Term Trust

(b)    The following are the Officers and Manager of the Distributor, the Registrant’s underwriter. The Distributor’s main business address is Three Canal Plaza, Suite 100, Portland, Maine 04101.

Name	Address	Position with Underwriter	Position with Registrant
Teresa Cowan	111 E. Kilbourn Ave, Suite 2200, Milwaukee, WI 53202	President/Manager	None
Chris Lanza	Three Canal Plaza, Suite 100, Portland, ME 04101	Vice President	None
Kate Macchia	Three Canal Plaza, Suite 100, Portland, ME 04101	Vice President	None
Nanette K. Chern	Three Canal Plaza, Suite 100, Portland, ME 04101	Vice President and Chief Compliance Officer	None
Kelly B. Whetstone	Three Canal Plaza, Suite 100, Portland, ME 04101	Secretary	None
Susan L. LaFond	111 E. Kilbourn Ave, Suite 2200, Milwaukee, WI 53202	Treasurer	None
Weston Sommers	Three Canal Plaza, Suite 100, Portland, ME 04101	Financial and Operations Principal and Chief Financial Officer	None

(c)    Not applicable.

C-8

ITEM 33.LOCATION OF ACCOUNTS AND RECORDS:

State the name and address of each person maintaining principal possession of each account, book or other document required to be maintained by section 31(a) of the 1940 Act Section 15 U.S.C. 80a-30(a) and the rules under that section.

All accounts, books, and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940, as amended, and the rules promulgated thereunder are maintained at the following offices:

(a) Registrant:	ETF Managers Trust 30 Maple Street, 2nd Floor  Summit, New Jersey 07901
(b) Adviser:	ETF Managers Group 30 Maple Street, 2nd Floor  Summit, New Jersey 07901
(c) Sub-Adviser	EquBot, Inc. 450 Townsend Street  San Francisco, California 94107
(e) Principal Underwriter:	Foreside Fund Services, LLC Three Canal Plaza, Suite 100, Portland, Maine 04101
(f) Custodian:	U.S. Bank National Association  Custody Operations 1555 North Rivercenter Drive, Suite 302  Milwaukee, Wisconsin 53212

ITEM 34.MANAGEMENT SERVICES

Not Applicable.

ITEM 35.UNDERTAKINGS

Not Applicable. 

C-9

SIGNATURES

 Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Trust has duly caused this Amendment to be signed below on its behalf by the undersigned, duly authorized, in the City of Summit, State of New Jersey, on January 19, 2024.

ETF Managers Trust
By:	/s/ Michael Minella
	Michael Minella
	President

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacity indicated on January 19, 2024.

Signature	Title
/s/ Michael Minella	President (principal executive officer)
Michael Minella
/s/ John A. Flanagan	Treasurer (principal financial officer and principal accounting officer)
John A. Flanagan
Terry Loebs*	Trustee
Terry Loebs
Eric Weigel*	Trustee
Eric Weigel

/s/ Matthew Bromberg

*Matthew Bromberg, Power of Attorney

C-1

INDEX TO EXHIBITS

Exhibit Number	Description
(a)(5)	Amendment No. 2 dated January 12, 2024 to the Registrant’s Agreement and Declaration of Trust, adopted June 30, 2009.
(b)(2)	Amendment dated January 12, 2024 to the Registrant’s By-Laws, adopted October 1, 2012.
(e)	Form of ETF Distribution Agreement between the ETF Managers Group LLC, and Foreside Fund Services, LLC.
(m)	Second Amended and Restated Rule 12b-1 Plan.

C-2