As filed with the U.S. Securities and Exchange Commission on September 19, 2018
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 | ☒ |
| Pre-Effective Amendment No. | ☐ |
| Post-Effective Amendment No.96 | ☒ |
| and/or | |
| REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 | ☒ |
| Amendment No.98 | ☒ |
ETF Managers Trust
(Exact Name of Registrant as Specified in Charter)
30 Maple Street, 2nd Floor
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.
Sullivan & Worcester LLP
1666 K Street NW
Washington, DC 20006
It is proposed that this filing will become effective immediately upon filing pursuant to Rule 462(d).
Explanatory Note: This Post-Effective Amendment (“PEA”) No. 96 to the ETF Managers Trust (the “Trust”) Registration Statement on Form N-1A is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”), solely for the purpose of filing Exhibits (g)(3), (h)(6), (h)(7) and (h)(8) to the Registration Statement. No changes have been made to Part A, Part B or Part C of the Registration Statement, other than Item 28 of Part C as set forth below. Accordingly, this Post-Effective Amendment No. 96 consists only of the facing page, this explanatory note and Item 28 of Part C of the Registration Statement setting forth the exhibits to the Registration Statement below. Pursuant to Rule 462(d) under the Securities Act, this Post-Effective Amendment No. 96 shall become effective immediately upon filing with the U.S. Securities and Exchange Commission. The contents of the Registration Statement are hereby incorporated by reference.
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. | |
| (b) | 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. | |
| (c) | Not applicable. | |
| (d) | (1) | Amended and Restated Advisory Agreement dated June 24, 2016 between the Trust and ETF Managers Group 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) | Amended Schedule A dated June 7, 2018 is incorporated herein by reference to Exhibit (d)(2) to Post-Effective Amendment No. 92 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC on June 8, 2018. | |
| (3) | Sub-Advisory Agreement between ETF Managers Group 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) | (1) | Amended and Restated Distribution Agreement between the Trust and ETFMG Financial LLC is incorporated herein by reference to Exhibit (e) to Post-Effective Amendment No. 80 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC on December 20, 2017. |
| (2) | Amendment No. 1 dated June 6, 2018 to the Amended and Restated Distribution Agreement is incorporated herein by reference to Exhibit (e)(2) to Post-Effective Amendment No. 92 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC on June 8, 2018. | |
| (f) | Not applicable. | |
| (g) | (1) | Amended and Restated Custody Agreement dated December 19, 2017 between the Trust and U.S. Bank National Association (with respect to all series except for the ETFMG Alternative Harvest ETF) is incorporated herein by reference to Exhibit (g) 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. |
| (2) | Amendment No. 1 dated June 6, 2018 to the Amended and Restated Custody Agreement (with respect to all series except for the ETFMG Alternative Harvest ETF) is incorporated herein by reference to Exhibit (g)(2) to Post-Effective Amendment No. 92 to the Registrant’s Registration Statement on Form N-1A,, as filed with the SEC on June 8, 2018. | |
| (3) | Prime Brokerage Account Agreement between the Trust and Wedbush Securities Inc. (with respect to the ETFMG Alternative Harvest ETF) – filed herewith. | |
| (h) | (1)(a) | Amended and Restated Fund Administration Servicing Agreement dated December 19, 2017 between the Trust and U.S. Bancorp Fund Services, LLC (with respect to all series except for the ETFMG Alternative Harvest ETF) is incorporated herein by reference to Exhibit (h)(1) 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. |
| (1)(b) | Amendment No. 1 dated June 6, 2018 to the Amended and Restated Fund Administration Servicing Agreement (with respect to all series except for the ETFMG Alternative Harvest ETF) is incorporated herein by reference to Exhibit (h)(1)(b) to Post-Effective Amendment No. 92 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC on June 8, 2018. | |
| (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. | |
| (3)(a) | Amended and Restated Transfer Agent Servicing Agreement dated December 19, 2017 between the Trust and U.S. Bancorp Fund Services, LLC (with respect to all series except for the ETFMG Alternative Harvest ETF) is incorporated herein by reference to Exhibit (h)(3) 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. | |
| (3)(b) | Amendment No. 1 dated June 6, 2018 to the Amended and Restated Transfer Agent Servicing Agreement (with respect to all series except for the ETFMG Alternative Harvest ETF) is incorporated herein by reference to Exhibit (h)(3)(b) to Post-Effective Amendment No. 92 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC on June 8, 2018. | |
| (4)(a) | Amended and Restated Fund Accounting Servicing Agreement dated December 19, 2017 between the Trust and U.S. Bancorp Fund Services, LLC (with respect to all series except for the ETFMG Alternative Harvest ETF) is incorporated herein by reference to Exhibit (h)(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)(b) | Amendment No. 1 dated June 6, 2018 to the Amended and Restated Fund Accounting Servicing Agreement (with respect to all series except for the ETFMG Alternative Harvest ETF) is incorporated herein by reference to Exhibit (h)(4)(b) to Post-Effective Amendment No. 92 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC on June 8, 2018. | |
| (5) | 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 and the ETFMG Prime Junior Silver 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. | |
| (6) | Fund Administration Servicing Agreement between the Trust and ETF Managers Group LLC (with respect to the ETFMG Alternative Harvest ETF) – filed herewith. | |
| (7) | Transfer Agency and Service Agreement between the Trust, Computershare Trust Company, N.A. and Computershare Inc. (with respect to the ETFMG Alternative Harvest ETF) – filed herewith. | |
| (8) | Fund Accounting Servicing Agreement between the Trust and ETF Managers Group LLC (with respect to the ETFMG Alternative Harvest ETF) – filed herewith. | |
| (i) | (1) | Legal Opinion and Consent for the Spirited Funds/ETFMG Whiskey & Spirits ETF incorporated herein by reference to Exhibit (i)(6) to Post-Effective Amendment No. 46 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC on September 30, 2016. |
| (2) | 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. | |
| (3) | 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. | |
| (4) | 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 TA-BIGITech 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. | |
| (5) | Legal Opinion and Consent for Rogers AI Global Macro ETF is incorporated herein by reference to Exhibit (i)(5) to Post-Effective Amendment No. 92 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC on June 8, 2018. | |
| (j) | Consent of independent registered public accountant – not applicable. | |
| (k) | Not applicable. | |
| (l) | Not applicable. | |
| (m) | (1) | Amended and Restated Rule 12b-1 Plan is incorporated herein by reference to Exhibit (m)(1) to Post-Effective Amendment No. 92 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC on June 8, 2018. |
| (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. 71 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC on September 28, 2017. |
| (2) | Code of Ethics of 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. | |
| (q) | (1) | Power of Attorney dated October 29, 2014 for Terry Loebs is incorporated herein by reference to Exhibit (q)(2) to Post-Effective Amendment No. 5 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC on November 4, 2014. |
| (2) | Power of Attorney dated March 28, 2018 for Jared Chase is incorporated herein by reference to Exhibit (q)(2) to Post-Effective Amendment No. 92 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC on June 8, 2018. |
SIGNATURES
Pursuant to the requirements of the Securities Act and the Investment Company Act of 1940, as amended, the Trust has duly caused this Post-Effective Amendment No. 96 to the Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of Summit, State of New Jersey, on September 19, 2018.
| ETF Managers Trust | |||
| By: | /s/ Samuel Masucci, III | ||
| Samuel Masucci, III | |||
| Trustee and 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 September 19, 2018.
| Signature | Title | ||
| /s/ Samuel Masucci, III | Trustee and President (principal executive officer) | ||
| Samuel Masucci, III | |||
| /s/ John A. Flanagan | Treasurer (principal financial officer and principal accounting officer) | ||
| John A. Flanagan | |||
| /s/ Jared Chase* | Trustee | ||
| Jared Chase | |||
| /s/ Terry Loebs* | Trustee | ||
| Terry Loebs | |||
| /s/ Samuel Masucci, III | |
| *Samuel Masucci, III, Power of Attorney | |
EXHIBIT LIST
| Exhibit | Exhibit No. | ||
| Prime Brokerage Account Agreement | (g)(3) | ||
| Fund Administration Servicing Agreement | (h)(6) | ||
| Transfer Agency and Service Agreement | (h)(7) | ||
| Fund Accounting Servicing Agreement | (h)(8) | ||
