CETF / DriveWealth ETF Trust - DriveWealth NYSE 100 Index ETF - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form N-8F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form N-8F Application for Deregistration of Certain Registered Investment Companies. I. General Identifying Information 1. Reason fund is applying to deregister (check only one; for descriptions, see Instruction 1 above): ☐ Merger ☒ Liquidation ☐ Abandonment of Registration (Note: Abandonments of Registration answer only quest

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form N-8F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form N-8F Application for Deregistration of Certain Registered Investment Companies. I. General Identifying Information 1. Reason fund is applying to deregister (check only one; for descriptions, see Instruction 1 above): ☐ Merger ☒ Liquidation ☐ Abandonment of Registration (Note: Abandonments of Registration answer only quest

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES NYSE Arca hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on August 09, 2024, pursuant to the provisions of Rule 12d2-2 (a).

Filed with the Securities and Exchange Commission on May 8, 2023

Filed with the Securities and Exchange Commission on May 8, 2023 Securities Act of 1933 File No.

K&L Gates LLP

Exhibit (i)(2) K&L Gates LLP One Lincoln Street Boston, Ma 02111-2959 T +1 617.261.3100 klgates.com May 5, 2023 DriveWealth ETF Trust 15 Exchange Place 10th Floor Jersey City, NJ, 07302 Re: Registration Statement on Form N-1A for DriveWealth ETF Trust (the “Trust”) (File Nos. 333-268359; 811-23837) Ladies and Gentlemen: We hereby consent to the reference to our firm as counsel to the Trust in the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 DriveWealth ETF Trust (Exact name of registrant as specified in its charter) Delaware 92-6258386 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)

DriveWealth ETF Trust 15 Exchange Place 10th Floor Jersey City, New Jersey 07302

DriveWealth ETF Trust 15 Exchange Place 10th Floor Jersey City, New Jersey 07302 April 14, 2023 VIA EDGAR Elizabeth Bentzinger U.

April 14, 2023

April 14, 2023 Ms. Elizabeth Bentzinger U.S. Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, DC 20549-4720 Re: DriveWealth ETF Trust File Nos. 333-268359; 811-23837 Dear Ms. Bentzinger: DriveWealth ETF Trust (the “Trust”) is filing this correspondence to respond to comments of the staff of the U.S. Securities and Exchange Commission (the “SEC”) t

Power of Attorney - Christopher Quinn**

Exhibit (q)(2) POWER OF ATTORNEY I, Christopher Quinn, the undersigned Trustee of DriveWealth ETF Trust (the “Trust”) hereby revoke all previous powers of attorney I have signed, if any, and otherwise act in my name and behalf in matters involving the Trust and do hereby constitute and appoint Christopher Quinn and Christopher Yamaguchi, and each of them singularly, my true and lawful attorneys-in

Distribution Agreement**

Exhibit (e)(1) ETF DISTRIBUTION AGREEMENT This distribution agreement (the “Agreement”) is effective as of February 3, 2023 and made by DriveWealth ETF Trust, a Delaware statutory (the “Trust”) having its principal place of business at 15 Exchange Place, Suite 1000, Jersey City, NJ 07302, and Foreside Fund Services, LLC, a Delaware limited liability company (the “Distributor”) having its principal place of business at Three Canal Plaza, Suite 100, Portland, ME 04101.

Form of Authorized Participation Agreement**

EX-99.(E)(2) 6 ea151560ex99-e2.htm EXHIBIT 99.(E)(2) Exhibit (e)(2) FORM OF AUTHORIZED PARTICIPANT AGREEMENT DRIVEWEALTH ETF TRUST This Authorized Participant Agreement (the “Agreement”) is entered into by and between Foreside Fund Services, LLC (the “Distributor”) and (the “Participant”) and is subject to acceptance by State Street Bank and Trust Company (the “Transfer Agent”), and is further sub

Form of Investment Advisory Agreement between the Registrant and DriveAdvisory, LLC**

Exhibit (d)(1) FORM OF INVESTMENT ADVISORY AGREEMENT This Investment Advisory Agreement (“Agreement”) is made this , 2023, by and between DriveWealth ETF Trust (the “Trust”), a Delaware statutory trust, and DriveAdvisory, LLC, a New Jersey limited liability company (the “Adviser”).

Amended and Restated Agreement and Declaration of Trust**

Exhibit (a) DRIVEWEALTH ETF TRUST 15 Exchange Place 10th Floor Jersey City, NJ 07302 AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST March 15, 2023 Article I DEFINITIONS 2 Article II THE TRUSTEES 4 Section 1.

Power of Attorney - Robert Smith**

Exhibit (q)(6) POWER OF ATTORNEY I, Robert Smith, the undersigned Trustee of DriveWealth ETF Trust (the “Trust”) hereby revoke all previous powers of attorney I have signed, if any, and otherwise act in my name and behalf in matters involving the Trust and do hereby constitute and appoint Christopher Quinn and Christopher Yamaguchi, and each of them singularly, my true and lawful attorneys-in-fact

Custodian Agreement**

Exhibit (g) CUSTODY AGREEMENT This Agreement (the “Agreement”) is made as of January 12, 2023 (the “Effective Date”) between: (1) DRIVEWEALTH ETF TRUST, a statutory trust formed under the laws of Delaware, on behalf of itself and each of its series identified on Appendix A (each such series, a “Fund”) (the “Client”); and (2) STATE STREET BANK AND TRUST COMPANY, a bank and trust company organized under the laws of The Commonwealth of Massachusetts, U.

Code of Ethics of Penserra Capital Management LLC**

EX-99.(P)(3) 19 ea151560ex99-p3.htm EXHIBIT 99.(P)(3) Exhibit (p)(3) Code of Ethics Penserra Capital Management LLC March 2016 APPENDIX E Penserra Capital Management LLC CODE OF ETHICS Adopted March 1, 2016 I. INTRODUCTION High ethical standards are essential for the success of Penserra Capital Management LLC (the “Adviser”) and to maintain the confidence of the Adviser’s clients. The Adviser’s lo

Fund PFO/Treasurer Agreement**

Exhibit (h)(5) FUND PFO/TREASURER AGREEMENT AGREEMENT is made effective as of January 24, 2022 by DriveWealth ETF Trust, a Delaware statutory trust, with its principal office and place of business at 15 Exchange Place, Suite 1000, Jersey City, NJ 07302 (the “Fund Company”), and Foreside Officer Services, LLC, a Delaware limited liability company with its principal office and place of business at Three Canal Plaza, Suite 100, Portland, ME 04101 (“Foreside”).

Form of Sub-Advisory Agreement between DriveAdvisory, LLC and Penserra Capital Management LLC**

EX-99.(D)(2) 4 ea151560ex99-d2.htm EXHIBIT 99.(D)(2) Exhibit (d)(2) FORM OF PENSERRA CAPITAL MANAGEMENT LLC SUB-ADVISORY AGREEMENT Sub-Advisory Agreement (this “Agreement”) entered into as of the day of , 2023, by and between DriveAdvisory, LLC (the “Adviser”), a New Jersey limited liability company with its principal place of business at 15 Exchange Place, 10th Floor, Jersey City, New Jersey 0730

DriveWealth ETF Trust 15 Exchange Place 10th Floor Jersey City, New Jersey 07302

DriveWealth ETF Trust 15 Exchange Place 10th Floor Jersey City, New Jersey 07302 March 23, 2023 Ms.

Power of Attorney - Kirt Bjork**

Exhibit (q)(4) POWER OF ATTORNEY I, Kirt Bjork, the undersigned Trustee of DriveWealth ETF Trust (the “Trust”) hereby revoke all previous powers of attorney I have signed, if any, and otherwise act in my name and behalf in matters involving the Trust and do hereby constitute and appoint Christopher Quinn and Christopher Yamaguchi, and each of them singularly, my true and lawful attorneys-in-fact,

Code of Ethics of DriveAdvisory, LLC**

Exhibit (p)(2) DriveAdvisory, LLC Code of Ethics Introduction and Things You Should Know This is the Code of Ethics (the "Code" or "Code of Ethics") of DriveAdvisory, LLC (the "Company").

Plan of Distribution Pursuant to Rule 12b-1**

Exhibit (m) DRIVEWEALTH ETF TRUST DISTRIBUTION PLAN WHEREAS, DriveWealth ETF Trust (the “Trust”) is an open-end investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”); and WHEREAS, the Board of Trustees (“Trustees”) have determined that there is a reasonable likelihood that this distribution plan (the “Plan”) will benefit the series of the Trust listed

Code of Ethics of Distributor**

Exhibit (p)(4) RULE 17j-1 CODE OF ETHICS RULE 17J-1 CODE OF ETHICS Contents INTRODUCTION 1 1.

Sublicense Agreement between the Trust and DriveAdvisory, LLC**

Exhibit (h)(3) SUBLICENSE AGREEMENT This Sublicense Agreement (the “Agreement”) is made as of 2/15/2023, by and between DriveAdvisory, LLC (“Adviser”), an investment adviser registered with the U.

Initial Capital Agreement**

Exhibit (l) February 1, 2023 DriveWealth ETF Trust 15 Exchange Place 10th Floor Jersey City, NJ 07302 Ladies and Gentlemen: For purposes of Section 14 of the Investment Company Act of 1940, as amended, DriveWealth ETF Trust (the “Trust”) has issued, and on January 10, 2023 we purchased from the Trust, the amount of shares of the initial series of the Trust (the “Fund”) at the price per share below to serve as the seed capital for the Fund prior to commencement of the public offering of the Fund’s shares.

Power of Attorney - James Bryant**

Exhibit (q)(3) POWER OF ATTORNEY I, James Bryant, the undersigned Trustee of DriveWealth ETF Trust (the “Trust”) hereby revoke all previous powers of attorney I have signed, if any, and otherwise act in my name and behalf in matters involving the Trust and do hereby constitute and appoint Christopher Quinn and Christopher Yamaguchi, and each of them singularly, my true and lawful attorneys-in-fact

Consent of Independent Registered Public Accounting Firm**

Exhibit (j) KPMG LLP Two Financial Center 60 South Street Boston, MA 02111 Consent of Independent Registered Public Accounting Firm We consent to the use of our report dated March 23, 2023 with respect to the financial statement of DriveWealth ICE 100 Index ETF, a series of the DriveWealth ETF Trust, included herein and to the reference to our firm under the heading “Independent Registered Public Accounting Firm” in the Statement of Additional Information filed on Form N-1A.

Fund CCO and AMLO Agreement**

Exhibit (h)(4) FUND CCO AND AMLO AGREEMENT AGREEMENT is made effective as of January 24, 2022 by DriveWealth ETF Trust, a Delaware statutory trust with its principal office and place of business at 15 Exchange Place, Suite 1000, Jersey City, NJ 07302 (the “Fund Company”), and Foreside Fund Officer Services, LLC, a Delaware limited liability company, with its principal office and place of business at Three Canal Plaza, Suite 100, Portland, ME 04101 (“Foreside”).

Filed with the Securities and Exchange Commission on March 23, 2023

Filed with the Securities and Exchange Commission on March 23, 2023 Securities Act of 1933 File No.

Power of Attorney - Caitlin Sheehan**

Exhibit (q)(1) POWER OF ATTORNEY I, Caitlin Sheehan, the undersigned Trustee of DriveWealth ETF Trust (the “Trust”) hereby revoke all previous powers of attorney I have signed, if any, and otherwise act in my name and behalf in matters involving the Trust and do hereby constitute and appoint Christopher Quinn and Christopher Yamaguchi, and each of them singularly, my true and lawful attorneys-in-f

DriveWealth ETF Trust 15 Exchange Place 10th Floor Jersey City, New Jersey 07302

DriveWealth ETF Trust 15 Exchange Place 10th Floor Jersey City, New Jersey 07302 March 23, 2023 Ms.

Power of Attorney - Robert Cortright**

Exhibit (q)(5) POWER OF ATTORNEY I, Robert Cortright, the undersigned Trustee of DriveWealth ETF Trust (the “Trust”) hereby revoke all previous powers of attorney I have signed, if any, and otherwise act in my name and behalf in matters involving the Trust and do hereby constitute and appoint Christopher Quinn and Christopher Yamaguchi, and each of them singularly, my true and lawful attorneys-in-

Code of Ethics of the Registrant**

Exhibit (p)(1) DRIVEWEALTH ETF TRUST (the “Trust”) 4.1 Code of Ethics Pursuant to Rule 17j-1 of the Investment Company Act of 1940 I. Definitions (1) “Access Person” shall mean: i. any Advisory Person of a Fund or of a Fund's investment adviser. If an investment adviser's primary business is advising Funds or other advisory clients, all of the investment adviser's directors, officers, and general

Legal Opinion**

Exhibit (i) K&L Gates LLP One Lincoln Street Boston, Ma 02111-2959 T +1 617.261.3100 klgates.com March 23, 2023 DriveWealth ETF Trust 15 Exchange Place 10th Floor Jersey City, NJ, 07302 Ladies and Gentlemen: We have acted as counsel to DriveWealth ETF Trust, a Delaware statutory trust (the “Trust”), in connection with Pre-Effective Amendment No. 1 (the “Pre-Effective Amendment”) to the Trust's reg

Transfer Agency Agreement**

Exhibit (h)(1) TRANSFER AGENCY AND SERVICE AGREEMENT THIS AGREEMENT (this “Agreement”) is made as of the 18th day of January, 2023, by and between STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company having its principal office and place of business at One Lincoln Street, Boston, Massachusetts 02111 (“State Street” or the “Transfer Agent”), and DRIVEWEALTH ETF TRUST, a Delaware statutory trust having its principal office and place of business at 15 Exchange Place, 10th Floor, Jersey City, New Jersey, 07302 (the “Trust”).

K&L Gates LLP One Lincoln Street Boston, Massachusetts 02111

K&L Gates LLP One Lincoln Street Boston, Massachusetts 02111 March 23, 2023 VIA EDGAR U.

Administration Agreement**

Exhibit (h)(2) ADMINISTRATION AGREEMENT This Administration Agreement (this “Agreement”) dated and effective as of January 18, 2023, is by and between STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company (the “Administrator”), and DRIVEWEALTH ETF TRUST, a Delaware statutory trust (the “Trust”).

By-Laws of the Trust*

EXHIBIT (b) DriveWealth ETF Trust BY-LAWS As adopted October 11, 2022 TABLE OF CONTENTS Page ARTICLE I PRINCIPAL OFFICE AND SEAL 1 Section 1.

Agreement and Declaration of Trust dated October 11, 2022

EX-99.(A) 2 exh99-a.htm EXHIBIT (a) DRIVEWEALTH ETF TRUST 15 Exchange Place, 10th Floor Jersey City, NJ 07302 AGREEMENT AND DECLARATION OF TRUST As adopted October 11, 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 ARTICLE II THE TRUSTEES 3 Section 1. MANAGEMENT OF THE TRUST 3 Section 2. INITIAL TRUSTEES; ELECTION AND NUMBER OF TRUSTEES 3 Section 3. TERM OF OFFICE OF TRUSTEES 3 Section 4. VAC

As filed with the Securities and Exchange Commission on November 14, 2022

As filed with the Securities and Exchange Commission on November 14, 2022 1933 Act File No.

SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM N-8A NOTIFICATION OF REGISTRATION FILED PURSUANT TO SECTION 8(a) OF THE INVESTMENT COMPANY ACT OF 1940

SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM N-8A NOTIFICATION OF REGISTRATION FILED PURSUANT TO SECTION 8(a) OF THE INVESTMENT COMPANY ACT OF 1940 The undersigned investment company hereby notifies the Securities and Exchange Commission that it registers under and pursuant to the provisions of Section 8(a) of the Investment Company Act of 1940 and in connection with such notifica