Close

Form N-8F Gadsden ETF Trust

September 20, 2021 3:26 PM EDT
UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION 
Form N-8F 

Application for Deregistration of Certain Registered Investment Companies. 

Instructions for using Form N-8F 
This form may be filed by an investment company (fund) that is currently 
registered with the Securities and Exchange Commission under the Investment 
Company Act of 1940 (Act), is seeking to deregister, and is in one of the 
four categories in Instruction 1 below. 
1.To use this form, the fund must be seeking to deregister under one of the 
Following circumstances identified in rule 8f-1 [17 CFR 270. 8f-l]:
(a)The fund has 
(i) sold substantially all of its assets to another registered fund or 
(ii)merged into or consolidated with another registered fund (Merger);
(b)The fund has distributed substantially all of its assets to its 
shareholders 
and has completed, or is in the process of, winding up its affairs 
(Liquidation);
(c)The fund qualifies for an exclusion from the definition of 
 investment company  undersection 3(c)(1) or section 3(c)(7) 
of the Act (Abandonment of Registration); or
(d)The fund has become a business development company (Business 
Development Company).

2.If the fund is not eligible to use this form, refer to rule 
0-2 under the Act [17 CFR 270.0-2]for
 general instructions on filing an application with the Commission. 
Applications for deregistration 
pursuant to rule 0-2 must be submitted electronically in 
accordance with rule101(a)(1)(iv) of 
Regulation S-T [17 CFR 232.101(a)(1)(iv)] and the EDGAR 
Filer Manual.

3.This form and all exhibits must be submitted electronically 
to the Commission in accordancewith rule 101(a)(1)(iv) of 
Regulation S-T [17 CFR 232.101(a)(1)(iv)] 
and the EDGAR FilerManual.
4.Amendments to this form also must be filed electronically 
(see Instruction 3 above), and must include a verification 
identical to the one that appears at the end of this form.
5.No fee is required to submit this form or any amendments.

6. Funds are reminded of the requirement to timely file a 
final Form N-SAR with the Commission. 
See rule 30b1-1 under the Act [17 CFR 270.30bl-1]; 
Form N-SAR [17 CFR 274.101]. 

SECs Collection of Information 
An agency may not conduct or sponsor, and a person is 
not required to respond to, a collection of information 
unless it displays a currently valid OMB control number. 
A fund that wishes to deregister and is in one of 
the four categories in Instruction 1 may use this form. The 
principal purpose of this collection of 
information is to enable the Commission to determine that a 
registered investment company has ceased 
to be an investment company as defined by the Act or is a 
business development company. The Commission 
estimates that the burden for completing this form will be
 approximately 5.2 hours per filing. Any 
member of the public may direct to the Commission any comments 
concerning the accuracy of the burden 
estimate of this form, and any suggestions for reducing this
 burden. This collection of information 
has been reviewed by the Office of Management and Budget in 
accordance with the clearance requirements 
of 44 U.S.C.  3507. Responses to this collection of 
information will not be kept confidential. 
 
I. General Identifying Information 
 1. Reason fund is applying to deregister (check only one; 
for descriptions, see Instruction 1 above): 




[ ] Merger 
[ ] Liquidation 
[x ] Abandonment of Registration 
(Note: Abandonments of Registration answer only questions
 1 through 15, 24 and 25 of this form and 
complete verification at the end of the form.) 
[ ] Election of status as a Business Development Company 
(Note: Business Development Companies answer only questions 
1 through 10 of this form and complete 
verification at the end of the form.) 
2. Name of fund: 
Gadsden ETF Trust 
Gadsden Dynamic Equity ETF 
Gadsden Dynamic Income ETF 
Gadsden Dynamic Mult-Asset ETF
3. Securities and Exchange Commission File No.: 811-23329 
4. Is this an initial Form N-8F or an amendment to a previously 
filed Form N-8F? 
[x ] Initial Application  [ ]   Amendment 
5. Address of Principal Executive Office (include No. & Street, 
City, State, Zip Code): 
EIGHT TOWER BRIDGE, 161 WASHINGTON STREET, SUITE 580, 
CONSHOHOCKEN, PA, 19428
6. Name, address, and telephone number of individual the 
Commission staff should contact with any 
questions regarding this form: 
Megen Reilly. 656 E. Swedesford Road, Suite 301, 
Wayne PA 19087. 484-580-2274
7. Name, address and telephone number of individual or entity 
responsible for maintenance and 
preservation of fund records in accordance with rules 31a-1 and 
31a-2 under the Act [17 CFR 270.31a-l, .31a-2]: 




Note: Once deregistered, a fund is still required to maintain 
and preserve the records described 
in rules 31a-l and 31a-2 for the periods specified in those 
rules. 
Almanack Investment Partners. 656 E Swedesford Road, Suite 301, 
Wayne PA 19087. 484-580-2277
8. Classification of fund (check only one):  
[x ] Management company; 
[ ] Unit investment trust; or 
[ ] Face-amount certificate company. 
9. Subclassification if the fund is a management company 
(check only one): 
[ x] Open-end  [ ]   Closed-end 
10. State law under which the fund was organized or formed 
(e.g., Delaware, Massachusetts): 
DE
11. Provide the name and address of each investment adviser of the 
fund (including sub-advisers) 
during the last five years, even if the funds contracts with 
those advisers have been terminated: 
Gadsden, LLC 
656 E. Swedesford Road, Suite 301, Wayne PA 19087
12.  Provide the name and address of each principal underwriter 
of the fund during the last five 
years, even if the funds contracts with those underwriters 
have been terminated: 
N/A
13. If the fund is a unit investment trust ( UIT ) provide: 
N/A
(a) Depositors name(s) and addressees): 

(b) Trustees name(s) and address(es): 14. Is there a UIT
 registered under the Act that served 
as a vehicle for investment in the fund (e.g., an insurance 
company separate account)? 
[ ] Yes  [x ]   No 
If Yes, for each UIT state:  
Name(s): 
File No.: 811-________ 
Business Address: 
15. (a)    Did the fund obtain approval from the board of 
directors concerning the decision 
to engage in a Merger, Liquidation or Abandonment of Registration? 
[ x] Yes  [ ]   No 
If Yes, state the date on which the board vote took place:  08/18/2021
If No, explain: 
(b) Did the fund obtain approval from the shareholders concerning the 
decision to engage 
in a Merger, Liquidation or Abandonment of Registration?  
N/A no shareholders
[ ] Yes  [ ]   No 
If Yes, state the date on which the shareholder vote took place: 
If No, explain: 
II.   Distributions to Shareholders 
 
16. Has the fund distributed any assets to its shareholders in
 connection with the Merger 
or Liquidation?  



[ ] Yes  [ ]   No 
(a) If Yes, list the date(s) on which the fund made those distributions: 
(b) Were the distributions made on the basis of net assets? 
[ ] Yes  [ ]   No 
(c) Were the distributions made pro rata based on share ownership? 



[ ] Yes  [ ]   No 
(d) If No to (b) or (c) above, describe the method of distributions 
to shareholders.
 For Mergers, provide the exchange ratio(s) used and explain how 
it was calculated: 

(e) Liquidations only: 



Were any distributions to shareholders made in kind? 
[ ] Yes  [ ]   No 
If Yes, indicate the percentage of fund shares owned by affiliates, 
or any other affiliation of shareholders: 
17. Closed-end funds only: 




Has the fund issued senior securities? 
 
[ ] Yes  [ ]   No 
If Yes, describe the method of calculating payments to senior 
securityholders and distributions to other shareholders: 
 
18. Has the fund distributed all of its assets to the funds shareholders?  




[ ] Yes  [ ]   No 
If No, 
(a) How many shareholders does the fund have as of the date this 
form is filed? 


 
(b) Describe the relationship of each remaining shareholder to the fund: 


 
19. Are there any shareholders who have not yet received distributions 
in complete liquidation of their interests? 




[ ] Yes  [ ]   No 
If Yes, describe briefly the plans (if any) for distributing to, or 
preserving the interests
 of, those shareholders: 
III. Assets and Liabilities 
 
20. Does the fund have any assets as of the date this form is filed? 




(See question 18 above) 
 
[ ] Yes  [ ]   No 
If Yes, 
 
(a) Describe the type and amount of each asset retained by the fund 
as of the date this form is filed: 


 
(b) Why has the fund retained the remaining assets? 


 
(c) Will the remaining assets be invested in securities? 


 
  [ ] Yes  [ ]   No 
21. Does the fund have any outstanding debts (other than face-amount 
certificates if the fund is 
a face-amount certificate company) or any other liabilities? 




 
[ ] Yes  [ ]   No 
If Yes, 
(a) Describe the type and amount of each debt or other liability: 


 
(b) How does the fund intend to pay these outstanding debts or other 
liabilities? 


 
IV. Information About Event(s) Leading to Request For Deregistration 
 
22. (a)    List the expenses incurred in connection with the Merger 
or Liquidation: 




 
(i) Legal expenses: 


 
(ii) Accounting expenses: 


 
(iii) Other expenses (list and identify separately): 


 
(iv) Total expenses (sum of lines (i)-(iii) above): 


 
(b) How were those expenses allocated? 


 
(c) Who paid those expenses? 


 
(d) How did the fund pay for unamortized expenses (if any)? 


 
23. Has the fund previously filed an application for an order of 
the Commission 
regarding the Merger or Liquidation?  




[ ] Yes  [ ]   No 
If Yes, cite the release numbers of the Commissions notice and order or, 
if no notice or order has been issued, the file number and date the 
application was filed: 
V. Conclusion of Fund Business 
 
24. Is the fund a party to any litigation or administrative proceeding?  




[ ] Yes  [x ]   No 
If Yes, describe the nature of any litigation or proceeding and the 
position taken by the fund in that litigation: 
25. Is the fund now engaged, or intending to engage, in any business 
activities other than those necessary for winding up its affairs? 




[ ] Yes  [x ]   No 
If Yes, describe the nature and extent of those activities: 
VI. Mergers Only 
26. (a) State the name of the fund surviving the Merger: 




(b) State the Investment Company Act file number of the fund surviving the 
Merger: 811-________ 
(c) If the merger or reorganization agreement has been filed with the 
Commission, state the file number(s), form type used and date the 
agreement was filed: 
(d) If the merger or reorganization agreement has not been filed with the 
Commission, provide a copy of the agreement as an exhibit to this form. 
 
 
VERIFICATION 
 
The undersigned states that (i) he or she has executed this 
Form N-8F application for an order under section 8(f) of the 
Investment Company Act of 1940 on behalf of Gadsden ETF Trust, 
(ii) he or she is the President of Gadsden ETF Trust and (iii)
 all actions by shareholders, directors, and any other body 
necessary to authorize the undersigned to execute and file this
 Form N-8F application have been taken. The undersigned also states
 that the facts set forth in this Form N-8F application are 
true to the best of his or her knowledge, information, and belief. 
 
Kevin Harper



Serious News for Serious Traders! Try StreetInsider.com Premium Free!

You May Also Be Interested In





Related Categories

SEC Filings