Form 485BPOS Amplify ETF Trust

Exhibit (a)(2)

 

Amplify ETF Trust
(a Massachusetts Business Trust)

 

Amended and Restated Establishment and Designation of Series of Shares of Beneficial Interest
(Effective as of September 14, 2021)

 

Whereas, the initial Trustee of the Trust, acting pursuant to Section 4.9 of the Amended and Restated Declaration of Trust, dated November 5, 2015 (the “Declaration”), designated the Shares of the Trust into two series of shares of beneficial interests in the Trust (each, a “Series”) as of that same date as set forth on Schedule A to the Declaration, named YieldShares Equity Income Strategy ETF and Amplify Online Retail ETF;

 

Whereas, pursuant to Section 4.9 of the Declaration, the Trustees, by vote of at least a majority of the Trustees of the Trust on June 22, 2016, designated three additional Series to be named Amplify Dow Theory Forecasts Buy List ETF, YieldShares Prime 5 Dividend ETF, and YieldShares CWP Dividend & Option Income ETF, and authorized the amendment and restatement of the Establishment and Designation of Series of Shares of Beneficial Interest in order to incorporate the new Series;

 

Whereas, pursuant to Section 4.9 of the Declaration, the Trustees, by unanimous consent of the Trustees of the Trust on September 2, 2016, changed the name of the Series previously designated YieldShares Prime 5 Dividend ETF to Amplify YieldShares Prime 5 Dividend ETF and the Series previously designated YieldShares CWP Dividend & Option Income ETF to Amplify YieldShares CWP Dividend & Option Income ETF and authorized the amendment and restatement of the Establishment and Designation of Series of Shares of Beneficial Interest in order to incorporate the name change;

 

Whereas, pursuant to Section 4.9 of the Declaration, the Trustees, by vote of at least a majority of the Trustees of the Trust on March 14, 2017, designated one additional Series to be named Amplify YieldShares Oil Hedged MLP Income ETF, and authorized the amendment and restatement of the Establishment and Designation of Series of Shares of Beneficial Interest in order to incorporate the new Series;

 

Whereas, pursuant to Section 4.9 of the Declaration, the Trustees, by unanimous consent of the Trustees of the Trust on June 20, 2017, changed the name of the Series previously designated Amplify YieldShares Prime 5 Dividend ETF to Amplify YieldShares Senior Loan and Income ETF and authorized the amendment and restatement of the Establishment and Designation of Series of Shares of Beneficial Interest in order to incorporate the name change;

 

Whereas, pursuant to Section 4.9 of the Declaration, the Trustees, by vote of at least a majority of the Trustees of the Trust on December 12, 2017, designated two additional Series to be named Amplify YieldShares High Yield ETF and Amplify Blockchain Leaders ETF, and authorized the amendment and restatement of the Establishment and Designation of Series of Shares of Beneficial Interest in order to incorporate the new Series;

 

 

Whereas, pursuant to Section 4.9 of the Declaration, the Trustees, by unanimous written consent of the Trustees of the Trust, on January 12, 2018, changed the name of the Series previously designated Amplify Blockchain Leaders ETF to Amplify Transformational Data Sharing ETF and authorized the amendment and restatement of the Establishment and Designation of Series of Shares of Beneficial Interest in order to incorporate the name change;

 

Whereas, pursuant to Section 4.9 of the Declaration, the Trustees, by vote of a least a majority of the Trustees of the Trust on March 13, 2018, terminated Amplify YieldShares Oil Hedged MLP Income ETF and Amplify YieldShares High Yield ETF, and authorized the amendment and restatement of the Establishment and Designation of Series of Shares of Beneficial Interest in order to the remove of the Series;

 

Whereas, pursuant to Section 4.9 of the Declaration, the Trustees, by vote of at least a majority of the Trustees of the Trust on March 13, 2018, designated two additional Series to be named Amplify EASI Tactical Growth ETF and Amplify Advanced Battery Metals and Materials ETF, and authorized the amendment and restatement of the Establishment and Designation of Series of Shares of Beneficial Interest in order to incorporate the new Series;

 

Whereas, pursuant to Section 4.9 of the Declaration, the Trustees, by vote of a least a majority of the Trustees of the Trust on September 18, 2018, terminated Amplify YieldShares Senior Loan and Income ETF, and authorized the amendment and restatement of the Establishment and Designation of Series of Shares of Beneficial Interest in order to the remove of the Series;

 

Whereas, pursuant to Section 4.9 of the Declaration, the Trustees, by vote of at least a majority of the Trustees of the Trust on September 18, 2018, designated three additional Series to be named Amplify CrowdBureau Peer-to-Peer Lending & Crowdfunding ETF, Amplify International Online Retail ETF and Amplify Seymour Growth Opportunities ETF, and authorized the amendment and restatement of the Establishment and Designation of Series of Shares of Beneficial Interest in order to incorporate the new Series;

 

Whereas, pursuant to Section 4.9 of the Declaration, the Trustees, by vote of at least a majority of the Trustees of the Trust on October 4, 2018, designated one additional Series to be named Amplify BlackSwan Growth & Treasury Core ETF, and authorized the amendment and restatement of the Establishment and Designation of Series of Shares of Beneficial Interest in order to incorporate the new Series;

 

Whereas, pursuant to Section 4.9 of the Declaration, the Trustees, by vote of at least a majority of the Trustees of the Trust on December 11, 2018, designated one additional Series to be named Amplify YieldShares High Income ETF, subsequently renamed Amplify High Income ETF by the Officers of the Trust, and authorized the amendment and restatement of the Establishment and Designation of Series of Shares of Beneficial Interest in order to incorporate the new Series;

 

Whereas, pursuant to Section 4.9 of the Declaration, the Trustees, by vote of at least a majority of the Trustees of the Trust on March 12, 2019, changed the name of the Series previously designated Amplify Seymour Growth Opportunities ETF to Amplify Seymour Alternative Plant Economy ETF and the name of the Series previously designated Amplify YieldShares CWP Dividend & Option Income ETF to Amplify CWP Dividend & Option Income ETF and authorized the amendment and restatement of the Establishment and Designation of Series of Shares of Beneficial Interest in order to incorporate the name changes;

 

 

Whereas, pursuant to Section 4.9 of the Declaration, the Trustees, by unanimous written consent on July 2, 2019, changed the name of the Series previously designated Amplify Seymour Alternative Plant Economy ETF to Amplify Seymour Cannabis ETF and authorized the amendment and restatement of the Establishment and Designation of Series of Shares of Beneficial interest in order to incorporate the name changes;

 

Whereas, pursuant to Section 4.9 of the Declaration, the Trustees, by vote of at least a majority of the Trustees of the Trust on August 6, 2020, changed the name of the Series previously designated Amplify Advanced Battery Metals and Materials ETF to Amplify Lithum & Battery Technology ETF and authorized the amendment and restatement of the Establishment and Designation of Series of Shares of Beneficial interest in order to incorporate the name changes;

 

Whereas, pursuant to Section 4.9 of the Declaration, the Trustees, by vote of at least a majority of the Trustees of the Trust on September 15, 2020, designated one additional Series to be named Amplify Pure Junior Gold Miners ETF, and authorized the amendment and restatement of the Establishment and Designation of Series of Shares of Beneficial Interest in order to incorporate the new Series;

 

Whereas, pursuant to Section 4.9 of the Declaration, the Trustees, by vote of at least a majority of the Trustees of the Trust on September 15, 2020, changed the name of the Series previously designated Amplify CrowdBureau^® Peer-to-Peer Lending & Crowdfunding ETF to Amplify CrowdBureau^® Online Lending and Digital Banking ETF and authorized the amendment and restatement of the Establishment and Designation of Series of Shares of Beneficial interest in order to incorporate the name changes;

 

Whereas, pursuant to Section 4.9 of the Declaration, the Trustees, by vote of at least a majority of the Trustees of the Trust on December 8, 2020, designated one additional Series to be named Amplify International BlackSwan Core ETF, and pursuant to Section 4.9 of the Declaration, the Trustees, by unanimous consent of the Trustees of the Trust on December 15, 2020, changed the name of the Series to Amplify BlackSwan ISWN ETF, and authorized the amendment and restatement of the Establishment and Designation of Series of Shares of Beneficial Interest in order to incorporate the name change;

 

Whereas, pursuant to Section 4.9 of the Declaration, the Trustees, by vote of at least a majority of the Trustees of the Trust on June 8, 2021, designated one additional Series to be named Amplify Cleaner Living ETF, and authorized the amendment and restatement of the Establishment and Designation of Series of Shares of Beneficial Interest in order to incorporate the new Series;

 

Whereas, pursuant to Section 4.9 of the Declaration, the Trustees, by vote of at least a majority of the Trustees of the Trust on June 8, 2021, designated one additional Series to be named Amplify Thematic All-Stars ETF, and authorized the amendment and restatement of the Establishment and Designation of Series of Shares of Beneficial Interest in order to incorporate the new Series;

 

Whereas, pursuant to Section 4.9 of the Declaration, the Trustees, by vote of at least a majority of the Trustees of the Trust on June 8, 2021, designated one additional Series to be named Amplify Digital & Online Trading ETF, and authorized the amendment and restatement of the Establishment and Designation of Series of Shares of Beneficial Interest in order to incorporate the new Series;

 

 

Whereas, pursuant to Section 4.9 of the Declaration, the Trustees, by vote of at least a majority of the Trustees of the Trust on September 14, 2021, designated one additional Series to be named Amplify BlackSwan Tech & Treasury ETF, and authorized the amendment and restatement of the Establishment and Designation of Series of Shares of Beneficial Interest in order to incorporate the new Series;

 

Now Therefore, the Establishment and Designation of Series of Shares of Beneficial Interest is amended and restated in its entirety as follows:

 

The following Series of the Trust are established and designated with such relative rights, preferences, privileges, limitations, restrictions and other relative terms as are set forth below:

 

1. YieldShares Equity Income Strategy ETF

 

2. Amplify Online Retail ETF

 

3. Amplify Dow Theory Forecasts Buy List ETF

 

4. Amplify CWP Dividend & Option Income ETF

 

5. Amplify Transformational Data Sharing ETF

 

6. Amplify EASI Tactical Growth ETF

 

7. Amplify Lithium & Battery Technology ETF

 

8. Amplify CrowdBureau^® Online Lending and Digital Banking ETF

 

9. Amplify International Online Retail ETF

 

10. Amplify BlackSwan Growth & Treasury Core ETF

 

11. Amplify Seymour Cannabis ETF

 

12. Amplify High Income ETF

 

13. Amplify Pure Junior Gold Miners ETF

 

14. Amplify BlackSwan ISWN ETF

 

15. Amplify Cleaner Living ETF

 

16. Amplify Thematic All-Stars ETF

 

 

17. Amplify Digital & Online Trading ETF

 

18. Amplify BlackSwan Tech & Treasury ETF

 

1. Each Share of each Series is entitled to all the rights and preferences accorded to Shares under the Declaration.

 

2. The number of authorized Shares of each Series is unlimited.

 

3. Each Series shall be authorized to hold cash, invest in securities, instruments and other property, use investment techniques, and have such goals or objectives as from time to time described in the prospectus and statement of additional information contained in the Trust’s then currently effective registration statement under the Securities Act of 1933, as amended, to the extent pertaining to the offering of Shares of the Series, as the same may be amended and supplemented from time to time (“Prospectus”). Each Share of a Series shall represent a beneficial interest in the net assets allocated or belonging to such Series only, and such interest shall not extend to the assets of the Trust generally (except to the extent that General Assets (as defined in the Declaration) are allocated to such Series), and shall be entitled to receive its pro rata share of the net assets of the Series upon liquidation of the Series, all as set forth in Section 4.9 of the Declaration.

 

4. With respect to each Series, (a) the purchase price of the Shares, (b) fees and expenses, (c) qualifications for ownership, if any, (d) the method of determination of the net asset value of the Shares, (e) minimum purchase amounts, if any, (f) minimum account size, if any, (g) the price, terms and manner of redemption of the Shares, (h) any conversion or exchange feature or privilege, (i) the relative dividend rights, and (j) any other relative rights, preferences, privileges, limitations, restrictions and other relative terms have been established by the Trustees in accordance with the Declaration and are set forth in the Prospectus with respect to such Series.

 

5. The Trustees may from time to time modify any of the relative rights, preferences, privileges, limitations, restrictions and other relative terms of a Series that have been established by the Trustees or redesignate any of the Series without any action or consent of the Shareholders.

 

6. The designation of any Series hereby shall not impair the power of the Trustees from time to time to designate additional Series of Shares of the Trust.

 

7. Capitalized terms not defined herein have the meanings given to such terms in the Declaration.

 

 

In Witness Whereof, the undersigned, being the Secretary of the Trust, has executed this instrument as of this 17th day of November, 2021.

 

	Amplify ETF Trust
	/s/ John Phillips
	John Phillips, Secretary

 

 

-6-

EXHIBIT (d)(2)

 

Schedule A

 

(As of November 29, 2021)

 

Funds

 

Series		Annual Rate of Average Daily Net Assets		Initial Board Approval Date		Shareholder Approval Date		Initial Effective Date		Termination Date
Amplify Online Retail ETF		0.65%		November 5, 2015		November 5, 2015		November 5, 2015		December 10, 2021
Amplify CWP Enhanced Dividend Income ETF		0.55%		June 22, 2016		June 22, 2016		June 22, 2016		December 10, 2021
Amplify Transformational Data Sharing ETF		0.70%		December 12, 2017		January 12, 2018		January 16, 2018		December 10, 2021
Amplify Lithium & Battery Technology ETF		0.59%		March 13, 2018		May 18, 2018		May 21, 2018		December 10, 2021
Amplify BlackSwan Growth & Treasury Core ETF		0.49%		September 18, 2018		October 16, 2018		October 22, 2018		September 15, 2021
Amplify International Online Retail ETF		0.69%		September 18, 2018		January 23, 2019		December 27, 2018		September 15, 2021
Amplify High Income ETF		0.50%		December 11, 2018		September 26, 2019		October 2, 2019		October 2, 2021
Amplify Pure Junior Gold Miners ETF		0.49%		September 15, 2020		November 6, 2020		November 9, 2020		November 9, 2022
Amplify BlackSwan ISWN ETF		0.49%		December 8, 2020		December 16, 2020		December 17, 2020		December 17, 2022
Amplify Cleaner Living ETF		0.59%		June 8, 2021		June 22, 2021		June 23, 2021		June 8, 2023
Amplify Thematic All-Stars ETF		0.49%		June 8, 2021		July 9, 2021		July 19, 2021		June 8, 2023
Amplify Digital & Online Trading ETF		0.59%		June 8, 2021		September 17, 2021		September 20, 2021		June 8, 2023
Amplify BlackSwan Tech & Treasury ETF		0.49%		September 14, 2021		November 24, 2021		November 30, 2021		June 8, 2023

 

Exhibit (d)(4)

 

Schedule A

 

(updated and effective as 09/14/2021)

 

Fund(s)

 

Amplify Transformational Data Sharing ETF (BLOK)

 

Amplify Lithium & Battery Technology ETF (BATT)

 

Amplify BlackSwan Growth & Treasury Core ETF (SWAN)

 

Amplify Pure Junior Gold Miners ETF (JGLD)

 

Amplify BlackSwan ISWN ETF (ISWN)

 

Amplify Thematic All-Stars ETF (MVPS)

 

Amplify BlackSwan Tech & Treasury ETF (QSWN)

 

 

Exhibit (d)(6)

 

Schedule A

(updated and effective as of 09/14/2021)

 

Fund(s)

 

Amplify BlackSwan Growth & Treasury Core ETF (SWAN)

 

Amplify BlackSwan ISWN ETF (ISWN)

 

Amplify BlackSwan Tech & Treasury ETF (QSWN)

 

 

Exhibit (e)(2)

 

EXHIBIT A

 

FUNDS

 

Name of Series

 

Amplify Online Retail ETF

 

Amplify CWP Enhanced Dividend Income ETF

 

Amplify Transformational Data Sharing ETF

 

Amplify Lithium & Battery Technology ETF

 

Amplify BlackSwan Growth & Treasury Core ETF

 

Amplify International Online Retail ETF

 

Amplify High Income ETF

 

Amplify Seymour Cannabis ETF

 

Amplify Pure Junior Gold Miners ETF

 

Amplify BlackSwan ISWN ETF

 

Amplify Cleaner Living ETF

 

Amplify Thematic All-Stars ETF

 

Amplify Digital & Online Trading ETF

 

Amplify BlackSwan Tech & Treasury ETF

 

 

Exhibit (g)(2)

 

EXHIBIT B

 

to the Custody Agreement

 

Fund Names

 

Separate Series of Amplify ETF Trust

 

Name of Series

 

Amplify Online Retail ETF

 

Amplify CWP Enhanced Dividend Income ETF

 

Amplify Transformational Data Sharing ETF

 

Amplify Lithium & Battery Technology ETF

 

Amplify BlackSwan Growth & Treasury Core ETF

 

Amplify International Online Retail ETF

  

Amplify High Income ETF

 

Amplify Pure Junior Gold Miners ETF

 

Amplify BlackSwan ISWN ETF

 

Amplify Cleaner Living ETF

 

Amplify Thematic All-Stars ETF

 

Amplify Digital & Online Trading ETF

 

Amplify BlackSwan Tech & Treasury ETF

 

 

Exhibit (h)(3)

 

Exhibit A to the Fund Accounting Servicing Agreement

 

Fund Names

 

Separate Series of Amplify ETF Trust

 

Name of Series

 

Amplify Online Retail ETF

 

Amplify CWP Enhanced Dividend Income ETF

 

Amplify Transformational Data Sharing ETF

 

Amplify Lithium & Battery Technology ETF

 

Amplify BlackSwan Growth & Treasury Core ETF

 

Amplify International Online Retail ETF

 

Amplify High Income ETF

 

Amplify Seymour Cannabis ETF

 

Amplify Pure Junior Gold Miners ETF

 

Amplify BlackSwan ISWN ETF

 

Amplify Cleaner Living ETF

 

Amplify Thematic All-Stars ETF

 

Amplify Digital & Online Trading ETF

 

Amplify BlackSwan Tech & Treasury ETF

 

 

Exhibit (h)(5)

 

Exhibit A to the Fund Administration Servicing Agreement

 

Fund Names

 

Separate Series of Amplify ETF Trust

 

Name of Series

 

Amplify Online Retail ETF

 

Amplify CWP Enhanced Dividend Income ETF

 

Amplify Transformational Data Sharing ETF

 

Amplify Lithium & Battery Technology ETF

 

Amplify BlackSwan Growth & Treasury Core ETF

 

Amplify International Online Retail ETF

  

Amplify High Income ETF

 

Amplify Seymour Cannabis ETF

 

Amplify Pure Junior Gold Miners ETF

 

Amplify BlackSwan ISWN ETF

 

Amplify Cleaner Living ETF

 

Amplify Thematic All-Stars ETF

 

Amplify Digital & Online Trading ETF

 

Amplify BlackSwan Tech & Treasury ETF

 

 

Exhibit (h)(7)

 

Exhibit A to the Transfer Agent Servicing Agreement – Amplify ETF Trust

 

Fund Names

 

Separate Series of Amplify ETF Trust

 

Name of Series

 

Amplify Online Retail ETF

 

Amplify CWP Enhanced Dividend Income ETF

 

Amplify Transformational Data Sharing ETF

 

Amplify Lithium & Battery Technology ETF

 

Amplify BlackSwan Growth & Treasury Core ETF

 

Amplify International Online Retail ETF

  

Amplify High Income ETF

 

Amplify Seymour Cannabis ETF

 

Amplify Pure Junior Gold Miners ETF

 

Amplify BlackSwan ISWN ETF

 

Amplify Cleaner Living ETF

 

Amplify Thematic All-Stars ETF

 

Amplify Digital & Online Trading ETF

 

Amplify BlackSwan Tech & Treasury ETF

 

 

 

Exhibit (i)(1)

 

 

 

November 29, 2021

 

Amplify ETF Trust

310 South Hale Street

Wheaton, Illinois 60187

 

Re: Amplify ETF

 

Ladies and Gentlemen:

 

We have acted as special Massachusetts counsel to Amplify ETF Trust (the “Trust”) on behalf of its series, Amplify BlackSwan Tech & Treasury ETF (the “Fund”), in connection with the Trust’s Post-Effective Amendment to its Registration Statement on Form N-1A to be filed with the Securities and Exchange Commission on or about November 29, 2021 (as proposed to be amended, the “Registration Statement”) with respect to the Fund’s common shares of beneficial interest, $.01 par value per share (the “Shares”).

 

In connection with the furnishing of this opinion, we have examined the following documents:

 

(a)       a certificate of the Secretary of the Commonwealth of Massachusetts as to the existence of the Trust;

 

(b)       a copy, stamped as filed with the Secretary of the Commonwealth of Massachusetts on March 29, 2016, of the Trust’s Amended and Restated Declaration of Trust, dated as of November 5, 2015 (the “Declaration”);

 

(c)       a copy of the Trust’s Amended and Restated Designation of Series, effective as of September 14, 2021, as filed with the Secretary of the Commonwealth of Massachusetts on November 19, 2021 (the “Designation”);

 

(d)       a certificate executed by the Secretary of the Trust, certifying as to the Trust’s Declaration, Designation, the Trust’s By-laws and certain resolutions adopted by the Trustees of the Trust at a meeting held on September 14, 2021 (the “Resolutions”); and

 

	Morgan, Lewis & Bockius llp
	One Federal Street
	Boston, MA  02110-1726	+1.617.341.7700
	United States	+1.617.341.7701

 

 

Amplify ETF Trust

November 29, 2021

Page 2 of 3

 

(e)       a draft received on November 10, 2021 of the Registration Statement.

 

In such examination, we have assumed the genuineness of all signatures, the conformity to the originals of all of the documents reviewed by us as copies, the authenticity and completeness of all original documents reviewed by us in original or copy form and the legal competence of each individual executing any document. We have also assumed that the Registration Statement, as filed with the Securities and Exchange Commission, will be in substantially the form of the draft referred to in paragraph (e) above, and that the Declaration, Designation, By-laws and the Resolutions will not have been amended, modified or withdrawn with respect to matters relating to the Shares and will be in full force and effect on the date of the issuance of such Shares.

 

This opinion is based entirely on our review of the documents listed above and such investigation of law as we have deemed necessary or appropriate. We have made no other review or investigation of any kind whatsoever, and we have assumed, without independent inquiry, the accuracy of the information set forth in such documents.

 

As to any opinion below relating to the existence of the Trust under the laws of the Commonwealth of Massachusetts, our opinion relies entirely upon and is limited by the certificate of public officials referred to in (a) above.

 

This opinion is limited solely to the internal substantive laws of the Commonwealth of Massachusetts, as applied by courts located in Massachusetts (other than Massachusetts securities laws, as to which we express no opinion), to the extent that the same may apply to or govern the transactions referred to herein. No opinion is given herein as to the choice of law, which any tribunal may apply to such transaction. In addition, to the extent that the Trust’s Declaration, Designation or By-laws refer to, incorporate or require compliance with the Investment Company Act of 1940, as amended (the “Act”), or any other law or regulation applicable to the Trust, except for the internal substantive laws of the Commonwealth of Massachusetts, as aforesaid, we have assumed compliance by the Trust with such Act and such other laws and regulations.

 

We understand that all of the foregoing assumptions and limitations are acceptable to you.

 

Based upon and subject to the foregoing, please be advised that it is our opinion that:

 

1.       The Trust is existing under the Trust’s Declaration and the laws of the Commonwealth of Massachusetts as a voluntary association with transferable shares of beneficial interest commonly referred to as a “Massachusetts business trust.”

 

 

Amplify ETF Trust

November 29, 2021

Page 3 of 3

 

2.       The Shares, when issued and sold for the consideration described in the Registration Statement, will be validly issued, fully paid and non-assessable, except that, as set forth in the Registration Statement, shareholders of the Trust may under certain circumstances be held personally liable for its obligations.

 

This opinion is given as of the date hereof and we assume no obligation to update this opinion to reflect any changes in law or any other facts or circumstances which may hereafter come to our attention. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In rendering this opinion and giving this consent, we do not concede that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended.

 

	Very truly yours,
	/s/ Morgan, Lewis & Bockius LLP
	MORGAN, LEWIS & BOCKIUS LLP

 

 

 

Exhibit (i)(2)

 

[On Chapman and Cutler LLP letterhead]

 

November 29, 2021

 

Amplify ETF Trust

310 South Hale Street
Wheaton, Illinois 60187

 

Re:

Amplify ETF Trust

 

Ladies and Gentlemen:

 

We have served as counsel for the Amplify ETF Trust (the “Trust”), which proposes to offer and sell shares (the “Shares”) of its series, the Amplify BlackSwan Tech & Treasury ETF (the “Fund”), in the manner and on the terms set forth in Amendment No. 188 and Post-Effective Amendment No. 193 to its Registration Statement on Form N-1A filed on or about November 29, 2021 (the “Amendment”) with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Securities Act of 1933, as amended (the “Securities Act”), respectively.

 

In connection therewith, we have examined such pertinent records and documents and matters of law, including the opinion of Morgan, Lewis & Bockius LLP issued to the Trust or Trust’s counsel upon which we have relied as they relate to the laws of the Commonwealth of Massachusetts, as we have deemed necessary in order to enable us to express the opinion hereinafter set forth.

 

Based upon the foregoing, we are of the opinion that:

 

The Shares of the Fund may be issued from time to time in accordance with the Trust’s Amended and Restated Declaration of Trust, dated as of November 5, 2015, the Trust’s Amended and Restated Designation of Series of Shares, dated as of November 17, 2021, and the Trust’s By-Laws, and subject to compliance with the Securities Act, the Investment Company Act and applicable state laws regulating the sale of securities and the receipt by the Fund of the purchase price of not less than the net asset value per Share, and such Shares, when so issued and sold by the Fund, will be legally issued, fully paid and non-assessable, except that, as set forth in the Amendment, shareholders of the Fund may under certain circumstances be held personally liable for its obligations.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement (File No. 333-207937) relating to the Shares referred to above, to the use of our name and to the reference to our firm in said Registration Statement.

 

	Respectfully submitted,
	/s/ Chapman and Cutler LLP
	Chapman and Cutler LLP

 

 

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