As filed with the U.S. Securities and Exchange Commission on November 26, 2024
1933 Act File No. 333-255575
1940 Act File No. 811-23659
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 x
Pre-Effective Amendment No. ___
Post-Effective Amendment No. 81 x
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT
OF 1940 x
Amendment No. 87 x
(Check appropriate box or boxes.)
WISDOMTREE DIGITAL TRUST
(Exact Name of Registrant as Specified in Charter)
250 West 34th Street, 3rd Floor
New York, NY 10119
(Address of Principal Executive Offices) (Zip Code)
1-866-909-9473
(Registrant’s Telephone Number, including Area Code)
RYAN M. LOUVAR
WISDOMTREE DIGITAL TRUST
250 West 34th Street, 3rd Floor
New York, NY 10119
(Name and Address of Agent for Service)
Copies to:
Todd P. Zerega
Morgan, Lewis & Bockius LLP
One Oxford Centre, 32nd Floor
Pittsburgh, PA 15219-6401
It is proposed that this filing will become effective immediately pursuant to Rule 462(d) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
The Prospectus in the form filed on November 1, 2024, pursuant to Rule 497 under the Securities Act of 1933, as amended (File No. 333-255575), is incorporated herein by reference.
The Statement of Additional Information in the form filed on November 26, 2024, pursuant to Rule 497 under the Securities Act of 1933, as amended (File No. 333-2555575), is incorporated herein by reference.
This amendment is being filed in order to file the following as Exhibits to the Registration Statement:
| Exhibit No. (a)(4) | Revised Schedule A to the Trust Instrument. |
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| Exhibit No. (d)(2) | Revised Appendix A to the Investment Advisory Agreement between Registrant and WisdomTree Digital Management, Inc |
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| Exhibit No. (d)(6) | Form of Revised Schedule A to the Sub-Advisory Agreement between WisdomTree Digital Management, Inc. and Mellon Investments Corporation. |
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| Exhibit No. (g) | Custody Agreement between Registrant and The Bank of New York Mellon |
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| Exhibit No. (g)(2) | Foreign Custody Manager Agreement between Registrant and The Bank of New York Mellon |
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| Exhibit No. (h)(1) | Fund Administration and Accounting Agreement between Registrant and the Bank of New York Mellon |
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| Exhibit No. (h)(3) | Revised Appendix A to the Transfer Agency and Service Agreement between Registrant and WisdomTree Transfers, Inc. |
Item 28. Exhibits.
The following exhibits are incorporated by reference to the previously filed documents indicated below:
| (a)(1) | Certificate of Trust of WisdomTree Digital Trust (the “Registrant”) dated April 19, 2021, is incorporated herein by reference to Exhibit (a)(1) of the Registrant’s Initial Registration Statement on Form N-1A as filed with the Securities and Exchange Commission (the “SEC”) via EDGAR Accession No. 0001193125-21-136968 on April 28, 2021. |
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| (2) | Declaration of Trust of the Registrant dated April 19, 2021, is incorporated herein by reference to Exhibit (a)(2) of the Registrant’s Initial Registration Statement on Form N-1A as filed with the SEC via EDGAR Accession No. 0001193125-21-136968 on April 28, 2021. |
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| (3) | Amended and Restated Declaration of Trust of the Registrant dated June 29, 2022, is incorporated herein by reference to Exhibit (a)(3) of the Registrant’s Pre-Effective Amendment No. 4 filing, as filed with the SEC via EDGAR Accession No. 0001214659-22-008714 on July 7, 2022. |
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| (4) | Revised Schedule A to the Trust Instrument is filed herewith. |
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| (b) | Registrant’s By-Laws, as amended June 29, 2022, are incorporated herein by reference to the Registrant’s Pre-Effective Amendment No. 4 filing, as filed with the SEC via EDGAR Accession No. 0001214659-22-008714 on July 7, 2022. |
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| (c) | Not applicable. |
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| (d)(1) | Investment Advisory Agreement between Registrant and WisdomTree Digital Management, Inc. is incorporated herein by reference to the Registrant’s Pre-Effective Amendment No. 6 filing, as filed with the SEC via EDGAR Accession No. 0001214659-22-011368 on September 21, 2022. |
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| (2) | Revised Appendix A to the Investment Advisory Agreement between Registrant and WisdomTree Digital Management, Inc. is filed herewith. |
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| (3) | Investment Subadvisory Agreement between WisdomTree Digital Management, Inc. and Voya Investment Management Co. LLC is incorporated herein by reference to the Registrant’s Pre-Effective Amendment No. 5 filing, as filed with the SEC via EDGAR Accession No. 0001214659-22-009586 on August 3, 2022. |
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| (4) | Revised Appendix A to the Investment Subadvisory Agreement between Registrant and Voya Investment Management Co. LLC is incorporated herein by reference to Exhibit (d)(4) of the Registrant’s Post-Effective Amendment No. 71 filing, as filed with the SEC via EDGAR Accession No. 0001214659-23-013752 on October 20, 2023. |
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| (5) | Investment Subadvisory Agreement between WisdomTree Digital Management, Inc. and Mellon Investments Corporation is incorporated herein by reference to the Registrant’s Post -Effective Amendment No. 20 filing, as filed with the SEC via EDGAR Accession No. 0001214659-22-014866 on December 13, 2022. |
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| (6) | Form of Revised Schedule A to the Sub-Advisory Agreement between WisdomTree Digital Management, Inc. and Mellon Investments Corporation is filed herewith. |
| (e) | Distribution Agreement between Registrant and Foreside Fund Services, LLC is incorporated herein by reference to the Registrant’s Pre-Effective Amendment No. 5 filing, as filed with the SEC via EDGAR Accession No. 0001214659-22-009586 on August 3, 2022. |
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| (2) | Form of Revised Appendix A to the Distribution Agreement between Registrant and Foreside Fund Services, LLC is incorporated herein by reference to Exhibit (e)(2) of the Registrant’s Post-Effective Amendment No. 71 filing, as filed with the SEC via EDGAR Accession No. 0001214659-23-013752 on October 20, 2023. |
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| (f) | Not applicable. |
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| (g) | Custody Agreement between Registrant and The Bank of New York Mellon is filed herewith. |
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| (2) | Foreign Custody Manager Agreement between Registrant and The Bank of New York Mellon is filed herewith. |
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| (h)(1) | Fund Administration and Accounting Agreement between Registrant and the Bank of New York Mellon is filed herewith. |
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| (2) | Amended and Restated Transfer Agency and Services Agreement between Registrant and WisdomTree Transfers, Inc. (formerly Securrency Transfers, Inc.) is incorporated herein by reference to the Registrant’s Post -Effective Amendment No. 56 filing, as filed with the SEC via EDGAR Accession No. 0001214659-23-008245 on June 2, 2023. |
| (3) | Revised Appendix A to the Transfer Agency and Service Agreement between Registrant and WisdomTree Transfers, Inc. is filed herewith. |
(4) | CCO Services Agreement between Registrant and WisdomTree Digital Management, Inc. is incorporated herein by reference to the Registrant’s Pre-Effective Amendment No. 4 filing, as filed with the SEC via EDGAR Accession No. 0001214659-22-008714 on July 7, 2022. |
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| (5) | Revised Appendix to the CCO Services Agreement between Registrant and WisdomTree Digital Management, Inc. is incorporated herein by reference to Exhibit (h)(6) of the Registrant’s Post-Effective Amendment No. 71 filing, as filed with the SEC via EDGAR Accession No. 0001214659-23-013752 on October 20, 2023. |
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| (6) | Fund Services Agreement between Registrant and WisdomTree Digital Management, Inc. is incorporated herein by reference to the Registrant’s Pre-Effective Amendment No. 6 filing, as filed with the SEC via EDGAR Accession No. 0001214659-22-011368 on September 21, 2022. |
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| (7) | Revised Appendix to the Fund Services Agreement between Registrant and WisdomTree Digital Management, Inc. is incorporated herein by reference to Exhibit (h)(8) of the Registrant’s Post-Effective Amendment No. 71 filing, as filed with the SEC via EDGAR Accession No. 0001214659-23-013752 on October 20, 2023. |
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| (i) | Opinion and consent of counsel, Morgan, Lewis & Bockius LLP, is incorporated herein by reference to the Registrant’s Post-Effective Amendment No. 80 filing, as filed with the SEC via EDGAR Accession No. 0001214659-24-017995 on October 28, 2024. |
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(j) | Consent of independent registered public accounting firm, Ernst & Young LLP, is incorporated herein by reference to the Registrant’s Post-Effective Amendment No. 80 filing, as filed with the SEC via EDGAR Accession No. 0001214659-24-017995 on October 28, 2024. |
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| (k) | Not applicable. |
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| (l) | Seed Capital Subscription Agreement is incorporated herein by reference to the Registrant’s Pre-Effective Amendment No. 4 filing, as filed with the SEC via EDGAR Accession No. 0001214659-22-008714 on July 7, 2022. |
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| (m) | Not applicable. |
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| (n) | Not applicable. |
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| (o) | Not applicable. |
Item 29. Persons Controlled by or Under Common Control with the Fund
None.
Item 30. Indemnification
Reference is made to Article IX of the Registrant’s Amended and Restated Declaration of Trust included as Exhibit (a)(3) to this Registration Statement with respect to the indemnification of the Registrant’s trustees and officers.
The Registrant, its trustees and officers, its investment adviser and persons affiliated with them are insured under policies of insurance maintained by Registrant and its investment adviser, respectively, within the limits and subject to the limitations of the policies, against certain expenses in connection with the defense of actions, suits or proceedings, and certain liabilities that might be imposed as a result of such actions, suits or proceedings, to which they are parties by reason of being or having been such trustees or officers.
Insofar as indemnification for liability arising under the Securities Act may be permitted to directors, 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 Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities 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 director, 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 Securities Act and will be governed by the final adjudication of such issue.
Item 31. Business and Other Connections of the Investment Adviser
WisdomTree Digital Management, Inc. (“WTDM”), 250 West 34th Street, 3rd Floor, New York, NY 10119, an indirect wholly-owned subsidiary of WisdomTree, Inc., is a registered investment adviser and serves as investment adviser to the Registrant. The description of WTDM under the caption of “Management of the Fund – Investment Adviser” in the Prospectus and under the caption “Management of the Trust” in the Statement of Additional Information constituting Parts A and B, respectively, of this Registration Statement are incorporated herein by reference.
Each of the directors and officers of WTDM will also generally have substantial responsibilities (as noted below) as directors and/or officers of WisdomTree, Inc. and/or its subsidiaries, 250 West 34th Street, 3rd Floor, New York, NY 10119. To the knowledge of the Registrant, except as set forth below or otherwise disclosed in the Prospectus or Statement of Additional Information as noted above, none of the directors or executive officers of WTDM is or has been at any time during the past two fiscal years engaged in any other business, profession, vocation or employment of a substantial nature.
| Name | | Position with WTDM | | Principal Business(es) During Last Two Fiscal Years |
| | | | | |
| William Peck | | Chief Executive Officer and President | | Dual officer of WisdomTree Asset Management, Inc. and WisdomTree Digital* |
| | | | | |
| Bryan Edmiston | | Chief Financial Officer and Treasurer | | Dual officer of WisdomTree, Inc. |
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| Ryan Louvar | | Chief Legal Officer and Secretary | | Dual officer of WisdomTree Asset Management, Inc. and WisdomTree Digital* |
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| Stuart Bell | | Chief Operating Officer | | Dual officer of WisdomTree Asset Management, Inc. and WisdomTree Digital* |
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| Jeremy Schwartz | | Chief Investment Officer | | Dual officer of WisdomTree Asset Management, Inc. |
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| Terry Feld | | Chief Compliance Officer | | Dual officer of WisdomTree Asset Management, Inc. and WisdomTree Digital |
* WisdomTree Digital refers to the separate division within WisdomTree and its affiliates commencing in 2021 and includes the separate advisory subsidiary, WisdomTree Digital Management, commencing in 2022.
WTDM, with the approval of the Trust’s Board of Trustees, selects the sub-adviser for each of the Registrant’s series, as applicable. Voya Investment Management Co. LLC serves as sub-adviser for those series as designated in the applicable Prospectus and Statement of Additional Information and Mellon Investments Corporation serves as sub-adviser for those other series as designated in the applicable Prospectus and Statement of Additional Information. To the knowledge of the Registrant, except as set forth below, none of the directors or executive officers of a sub-adviser is or has been at any time during the past two fiscal years engaged in any other business, profession, vocation or employment of a substantial nature.
Voya Investment Management Co. LLC
| Name | | Position Held with Voya Investment Management Co., LLC | | Principal Business(es) During the Last Two Fiscal Years* |
| | | | | |
| Huey Paul Falgout | | Managing Director — Head of IM Legal | | Managing Director — Head of IM Legal |
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| Michael Peters | | Chief Operating Officer & Senior Managing Director | | Head of Investment Business Management at AllianzGI |
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| Jacob John Tuzza | | Head of Distribution and Senior Managing Director | | Head of Distribution and Senior Managing Director |
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| Vincent Joseph Costa | | Chief Investment Officer of Equities and Senior Managing Director | | Chief Investment Officer of Equities and Senior Managing Director |
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| Christine Lynn Hurtsellers | | Director, Chairwoman and Chief Executive Officer | | Chief Investment Officer of Fixed Income & Proprietary Investments and Senior Managing Director of VIM; Chief Investment Officer of Fixed Income & Proprietary Investments and Senior Managing Director of VAAM |
| | | | | |
| Paul Zemsky | | Senior Managing Director | | Senior Managing Director of VIM and VAAM |
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| Micheline Faver | | Chief Compliance Officer, Senior Vice President | | Senior Vice President and Chief Compliance Officer of VIM and VAAM |
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| Amir Sahibzada | | Chief Risk Officer and Managing Director | | Chief Risk Officer of VIM and VAAM |
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| Markus Wolff | | Chief Financial Officer and Managing Director | | Managing Director, Head of U.S. Business Management & Distribution Strategy at AllianzGI |
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| Matthew Toms | | Global Chief Investment Officer and Senior Managing Director | | Managing Director and Head of U.S. Public Investments |
* Voya Investment Management LLC (“VIM”), Voya Alternative Asset Management LLC (“VAAM”).
Mellon Investments Corporation
| Name | | Position Held with Mellon Investments Corporation | | Principal Business(es) During the Last Two Fiscal Years |
| | | | |
| Stephanie Pierce | | Chief Executive Officer | | Dual Officer of The Bank of New York Mellon |
| Lori Najjar | | Chief Compliance Officer | | Dual Officer of The Bank of New York Mellon |
| Giuliette Drake | | Chief Financial Officer | | The Bank of New York Mellon |
| Erica Fotta | | Chief Operations Officer | | Dual Officer of The Bank of New York Mellon |
| Hanneke Smits | | Director | | The Bank of New York Mellon; Newton |
| Christina Sujin King | | Director | | The Bank of New York Mellon |
| Item 32. | Foreside Fund Services, LLC |
| (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: |
| 2. | ABS Long/Short Strategies Fund |
| 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 |
| 10. | AFA Multi-Manager Credit Fund |
| 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 |
| 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 |
| 23. | B.A.D. ETF, Series of Listed Funds Trust |
| 25. | Bluestone Community Development Fund |
| 27. | Bramshill Multi-Strategy Income Fund, Series of Investment Managers Series Trust |
| 29. | Brinker Capital Destinations Trust |
| 30. | Brookfield Real Assets Income Fund Inc. |
| 32. | Calamos Convertible and High Income Fund |
| 33. | Calamos Convertible Opportunities and Income Fund |
| 34. | Calamos Dynamic Convertible and Income Fund |
| 36. | Calamos Global Dynamic Income Fund |
| 37. | Calamos Global Total Return Fund |
| 38. | Calamos Strategic Total Return Fund |
| 39. | Carlyle Tactical Private Credit Fund |
| 40. | Cboe Vest Bitcoin Strategy Managed Volatility Fund, Series of World Funds Trust |
| 41. | Cboe Vest S&P 500® Dividend Aristocrats Target Income Fund, Series of World Funds Trust |
| 42. | Cboe Vest US Large Cap 10% Buffer Strategies Fund, Series of World Funds Trust |
| 43. | Cboe Vest US Large Cap 10% Buffer VI Fund, Series of World Funds Trust |
| 44. | Cboe Vest US Large Cap 20% Buffer Strategies Fund, Series of World Funds Trust |
| 45. | Cboe Vest US Large Cap 20% Buffer VI Fund, Series of World Funds Trust |
| 46. | Center Coast Brookfield MLP & Energy Infrastructure Fund |
| 47. | Clifford Capital Focused Small Cap Value Fund, Series of World Funds Trust |
| 48. | Clifford Capital International Value Fund, Series of World Funds Trust |
| 49. | Clifford Capital Partners Fund, Series of World Funds Trust |
| 50. | Cliffwater Corporate Lending Fund |
| 51. | Cliffwater Enhanced Lending Fund |
| 52. | Cohen & Steers Infrastructure Fund, Inc. |
| 53. | Convergence Long/Short Equity ETF, Series of Trust for Professional Managers |
| 54. | CornerCap Small-Cap Value Fund, Series of Managed Portfolio Series |
| 55. | CrossingBridge Pre-Merger SPAC ETF, Series of Trust for Professional Managers |
| 56. | Curasset Capital Management Core Bond Fund, Series of World Funds Trust |
| 57. | Curasset Capital Management Limited Term Income Fund, Series of World Funds Trust |
| 58. | Davis Fundamental ETF Trust |
| 59. | Defiance Daily Short Digitizing the Economy ETF, Series of ETF Series Solutions |
| 60. | Defiance Hotel, Airline, and Cruise ETF, Series of ETF Series Solutions |
| 61. | Defiance Next Gen Connectivity ETF, Series of ETF Series Solutions |
| 62. | Defiance Next Gen H2 ETF, Series of ETF Series Solutions |
| 63. | Defiance Pure Electric Vehicle ETF, Series of ETF Series Solutions |
| 64. | Defiance Quantum ETF, Series of ETF Series Solutions |
| 66. | Direxion Shares ETF Trust |
| 67. | Dividend Performers ETF, Series of Listed Funds Trust |
| 70. | DoubleLine Opportunistic Credit Fund |
| 71. | DoubleLine Yield Opportunities Fund |
| 74. | Ellington Income Opportunities Fund |
| 76. | ETF Opportunities Trust |
| 77. | Evanston Alternative Opportunities Fund |
| 78. | Exchange Listed Funds Trust |
| 82. | Forum Real Estate Income Fund |
| 83. | Goose Hollow Tactical Allocation ETF, Series of Collaborative Investment Series Trust |
| 84. | Grayscale Future of Finance ETF, Series of ETF Series Solutions |
| 85. | Guinness Atkinson Funds |
| 87. | Horizon Kinetics Blockchain Development ETF, Series of Listed Funds Trust |
| 88. | Horizon Kinetics Energy and Remediation ETF, Series of Listed Funds Trust |
| 89. | Horizon Kinetics Inflation Beneficiaries ETF, Series of Listed Funds Trust |
| 90. | Horizon Kinetics Medical ETF, Series of Listed Funds Trust |
| 91. | Horizon Kinetics SPAC Active ETF, Series of Listed Funds Trust |
| 94. | Ironwood Institutional Multi-Strategy Fund LLC |
| 95. | Ironwood Multi-Strategy Fund LLC |
| 96. | John Hancock Exchange-Traded Fund Trust |
| 97. | LDR Real Estate Value-Opportunity Fund, Series of World Funds Trust |
| 98. | Mairs & Power Balanced Fund, Series of Trust for Professional Managers |
| 99. | Mairs & Power Growth Fund, Series of Trust for Professional Managers |
| 100. | Mairs & Power Minnesota Municipal Bond ETF, Series of Trust for Professional Managers |
| 101. | Mairs & Power Small Cap Fund, Series of Trust for Professional Managers |
| 102. | Manor Investment Funds |
| 103. | Merk Stagflation ETF, Series of Listed Funds Trust |
| 104. | Milliman Variable Insurance Trust |
| 105. | Mindful Conservative ETF, Series of Collaborative Investment Series Trust |
| 106. | Moerus Worldwide Value Fund, Series of Northern Lights Fund Trust IV |
| 107. | Mohr Growth ETF, Series of Collaborative Investment Series Trust |
| 108. | Mohr Sector Navigator ETF, Series of Collaborative Investment Series Trust |
| 109. | Morgan Stanley ETF Trust |
| 110. | Morningstar Funds Trust |
| 111. | Mutual of America Investment Corporation |
| 113. | North Square Investments Trust |
| 114. | OTG Latin American Fund, Series of World Funds Trust |
| 115. | Overlay Shares Core Bond ETF, Series of Listed Funds Trust |
| 116. | Overlay Shares Foreign Equity ETF, Series of Listed Funds Trust |
| 117. | Overlay Shares Hedged Large Cap Equity ETF, Series of Listed Funds Trust |
| 118. | Overlay Shares Large Cap Equity ETF, Series of Listed Funds Trust |
| 119. | Overlay Shares Municipal Bond ETF, Series of Listed Funds Trust |
| 120. | Overlay Shares Short Term Bond ETF, Series of Listed Funds Trust |
| 121. | Overlay Shares Small Cap Equity ETF, Series of Listed Funds Trust |
| 122. | Palmer Square Opportunistic Income Fund |
| 123. | Partners Group Private Income Opportunities, LLC |
| 124. | Performance Trust Mutual Funds, Series of Trust for Professional Managers |
| 125. | Perkins Discovery Fund, Series of World Funds Trust |
| 126. | Philotimo Focused Growth and Income Fund, Series of World Funds Trust |
| 127. | Plan Investment Fund, Inc. |
| 128. | PMC Core Fixed Income Fund, Series of Trust for Professional Managers |
| 129. | PMC Diversified Equity Fund, Series of Trust for Professional Managers |
| 130. | Point Bridge America First ETF, Series of ETF Series Solutions |
| 131. | Preferred-Plus ETF, Series of Listed Funds Trust |
| 133. | Quaker Investment Trust |
| 134. | Rareview Dynamic Fixed Income ETF, Series of Collaborative Investment Series Trust |
| 135. | Rareview Inflation/Deflation ETF, Series of Collaborative Investment Series Trust |
| 136. | Rareview Systematic Equity ETF, Series of Collaborative Investment Series Trust |
| 137. | Rareview Tax Advantaged Income ETF, Series of Collaborative Investment Series Trust |
| 138. | Renaissance Capital Greenwich Funds |
| 140. | RiverNorth Enhanced Pre-Merger SPAC ETF, Series of Listed Funds Trust |
| 141. | RiverNorth Patriot ETF, Series of Listed Funds Trust |
| 143. | Robinson Opportunistic Income Fund, Series of Investment Managers Series Trust |
| 144. | Robinson Tax Advantaged Income Fund, Series of Investment Managers Series Trust |
| 145. | Roundhill Alerian LNG ETF, Series of Listed Funds Trust |
| 146. | Roundhill Ball Metaverse ETF, Series of Listed Funds Trust |
| 147. | Roundhill BIG Bank ETF, Series of Listed Funds Trust |
| 148. | Roundhill BIG Tech ETF, Series of Listed Funds Trust |
| 149. | Roundhill Cannabis ETF, Series of Listed Funds Trust |
| 150. | Roundhill IO Digital Infrastructure ETF, Series of Listed Funds Trust |
| 151. | Roundhill MEME ETF, Series of Listed Funds Trust |
| 152. | Roundhill S&P Global Luxury ETF, Series of Listed Funds Trust |
| 153. | Roundhill Sports Betting & iGaming ETF, Series of Listed Funds Trust |
| 154. | Roundhill Video Games ETF, Series of Listed Funds Trust |
| 155. | Rule One Fund, Series of World Funds Trust |
| 156. | Securian AM Real Asset Income Fund, Series of Investment Managers Series Trust |
| 158. | Sound Shore Fund, Inc. |
| 160. | Spear Alpha ETF, Series of Listed Funds Trust |
| 161. | STF Tactical Growth & Income ETF, Series of Listed Funds Trust |
| 162. | STF Tactical Growth ETF, Series of Listed Funds Trust |
| 165. | Swan Hedged Equity US Large Cap ETF, Series of Listed Funds Trust |
| 167. | Tekla World Healthcare Fund |
| 169. | Teucrium Agricultural Strategy No K-1 ETF, Series of Listed Funds Trust |
| 170. | Teucrium AiLA Long-Short Agriculture Strategy ETF, Series of Listed Funds Trust |
| 171. | Teucrium AiLA Long-Short Base Metals Strategy ETF, Series of Listed Funds Trust |
| 172. | The Community Development Fund |
| 173. | The Finite Solar Finance Fund |
| 174. | The Private Shares Fund |
| 175. | The SPAC and New Issue ETF, Series of Collaborative Investment Series Trust |
| 177. | Third Avenue Variable Series Trust |
| 180. | TIFF Investment Program |
| 181. | Timothy Plan High Dividend Stock Enhanced ETF, Series of The Timothy Plan |
| 182. | Timothy Plan High Dividend Stock ETF, Series of The Timothy Plan |
| 183. | Timothy Plan International ETF, Series of The Timothy Plan |
| 184. | Timothy Plan Market Neutral ETF, Series of The Timothy Plan |
| 185. | Timothy Plan US Large/Mid Cap Core ETF, Series of The Timothy Plan |
| 186. | Timothy Plan US Large/Mid Core Enhanced ETF, Series of The Timothy Plan |
| 187. | Timothy Plan US Small Cap Core ETF, Series of The Timothy Plan |
| 190. | TrueShares Eagle Global Renewable Energy Income ETF, Series of Listed Funds Trust |
| 191. | TrueShares Low Volatility Equity Income ETF, Series of Listed Funds Trust |
| 192. | TrueShares Structured Outcome (April) ETF, Series of Listed Funds Trust |
| 193. | TrueShares Structured Outcome (August) ETF, Series of Listed Funds Trust |
| 194. | TrueShares Structured Outcome (December) ETF, Series of Listed Funds Trust |
| 195. | TrueShares Structured Outcome (February) ETF, Series of Listed Funds Trust |
| 196. | TrueShares Structured Outcome (January) ETF, Series of Listed Funds Trust |
| 197. | TrueShares Structured Outcome (July) ETF, Series of Listed Funds Trust |
| 198. | TrueShares Structured Outcome (June) ETF, Series of Listed Funds Trust |
| 199. | TrueShares Structured Outcome (March) ETF, Series of Listed Funds Trust |
| 200. | TrueShares Structured Outcome (May) ETF, Listed Funds Trust |
| 201. | TrueShares Structured Outcome (November) ETF, Series of Listed Funds Trust |
| 202. | TrueShares Structured Outcome (October) ETF, Series of Listed Funds Trust |
| 203. | TrueShares Structured Outcome (September) ETF, Series of Listed Funds Trust |
| 204. | TrueShares Technology, AI & Deep Learning ETF, Series of Listed Funds Trust |
| 205. | U.S. Global Investors Funds |
| 206. | Union Street Partners Value Fund, Series of World Funds Trust |
| 207. | Variant Alternative Income Fund |
| 209. | VictoryShares Core Intermediate Bond ETF, Series of Victory Portfolios II |
| 210. | VictoryShares Core Plus Intermediate Bond ETF, Series of Victory Portfolios II |
| 211. | VictoryShares Corporate Bond ETF, Series of Victory Portfolios II |
| 212. | VictoryShares Developed Enhanced Volatility Wtd ETF, Series of Victory Portfolios II |
| 213. | VictoryShares Dividend Accelerator ETF, Series of Victory Portfolios II |
| 214. | VictoryShares Emerging Markets Value Momentum ETF, Series of Victory Portfolios II |
| 215. | VictoryShares Free Cash Flow ETF, Series of Victory Portfolios II |
| 216. | VictoryShares International High Div Volatility Wtd ETF, Series of Victory Portfolios II |
| 217. | VictoryShares International Value Momentum ETF, Series of Victory Portfolios II |
| 218. | VictoryShares International Volatility Wtd ETF, Series of Victory Portfolios II |
| 219. | VictoryShares NASDAQ Next 50 ETF, Series of Victory Portfolios II |
| 220. | VictoryShares Short-Term Bond ETF, Series of Victory Portfolios II |
| 221. | VictoryShares THB Mid Cap ESG ETF, Series of Victory Portfolios II |
| 222. | VictoryShares US 500 Enhanced Volatility Wtd ETF, Series of Victory Portfolios II |
| 223. | VictoryShares US 500 Volatility Wtd ETF, Series of Victory Portfolios II |
| 224. | VictoryShares US Discovery Enhanced Volatility Wtd ETF, Series of Victory Portfolios II |
| 225. | VictoryShares US EQ Income Enhanced Volatility Wtd ETF, Series of Victory Portfolios II |
| 226. | VictoryShares US Large Cap High Div Volatility Wtd ETF, Series of Victory Portfolios II |
| 227. | VictoryShares US Multi-Factor Minimum Volatility ETF, Series of Victory Portfolios II |
| 228. | VictoryShares US Small Cap High Div Volatility Wtd ETF, Series of Victory Portfolios II |
| 229. | VictoryShares US Small Cap Volatility Wtd ETF, Series of Victory Portfolios II |
| 230. | VictoryShares US Small Mid Cap Value Momentum ETF, Series of Victory Portfolios II |
| 231. | VictoryShares US Value Momentum ETF, Series of Victory Portfolios II |
| 232. | VictoryShares WestEnd US Sector ETF, Series of Victory Portfolios II |
| 233. | Volatility Shares Trust |
| 234. | West Loop Realty Fund, Series of Investment Managers Series Trust |
| 235. | Wilshire Mutual Funds, Inc. |
| 236. | Wilshire Variable Insurance Trust |
| 237. | WisdomTree Digital Trust |
| 240. | 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 |
| Item 33. | Location of Accounts and Records |
| (a) | The Registrant maintains accounts, books and other documents required by Section 31(a) of the Investment Company Act of 1940 and the rules thereunder (collectively, “Records”) at its offices at 250 West 34th Street, 3rd Floor, New York, New York 10119. |
| (b) | Voya Investment Management Co., LLC maintains all records relating to its services as sub-adviser at 230 Park Avenue New York, New York 10169. |
| (c) | Mellon Investments Corporation maintains all records relating to its services as sub-adviser at 50 Fremont Street, Suite 3900, San Francisco, California 94105. |
| (d) | Foreside Fund Services, LLC maintains all Records relating to its services as Distributor of the Registrant at Three Canal Plaza, Suite 100, Portland, Maine 04101. |
| (e) | The Bank of New York Mellon maintains all Records relating to its services as administrator and custodian of the Registrant at 240 Greenwich Street, New York, New York 10286. |
| (f) | WisdomTree Transfers, Inc. maintains all Records relating to its services as Transfer Agent of the Registrant at 250 West 34th Street, 3rd Floor, New York, New York 10119. |
Item 34. Management Services
There are no management-related service contracts not discussed in Part A or Part B.
Item 35. Undertakings
Not Applicable.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement under Rule 485(b) under the Securities Act of 1933 and has duly caused this Post- Effective Amendment No. 81 to Registration Statement No. 333-255575 to be signed on its behalf by the undersigned, duly authorized, in the City of New York, State of New York, on this 26th day of November, 2024.
| | WisdomTree Digital Trust |
| | |
| | By: /s/ Stuart Bell |
| | Stuart Bell |
| | President (Principal Executive Officer) |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 81 to the Registration Statement has been signed below by the following persons in the capacity indicated on this 26th day of November, 2024.
| Signature | | Title |
| /s/ Stuart Bell | President (Principal Executive Officer) and Trustee |
| Stuart Bell | |
| | |
| /s/ David Castano | Treasurer (Principal Financial and Accounting Officer) |
| David Castano | |
| | |
| /s/ Nicholas Fusco* | Trustee |
| Nicholas Fusco | |
| | |
| /s/ Joseph Keenan* | Trustee |
| Joseph Keenan | |
| | |
| /s/ Mary Moran Zeven* | Trustee |
| Mary Moran Zeven | |
| * By: | /s/ Ryan Louvar
Ryan Louvar
(Attorney-in-Fact) |
Exhibit Index
