EGIS / 2nd Vote Funds - 2ndVote Society Defended ETF - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

J. STEPHEN KING, JR. ● PARTNER 9891 Irvine Center Drive ● Suite 200 ● Irvine, CA 92618 ● p: 949.245.2700 Practus, LLP ● [email protected] ● Practus.com

CORRESP 1 filename1.htm June 3, 2022 Michael A. Rosenberg, Esq. Attorney-Adviser Division of Investment Management U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: 2nd Vote Funds (“Registrant” or “Trust”) Dear Mr. Rosenberg: We are writing to respond to the comments that you provided on May 3, 2022, with respect to Post-Effective Amendment Number 8 to the Registr

- 8-A12B

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 2nd Vote Funds (Exact name of registrant as specified in its charter) State of Delaware See Below (State of incorporation or organization) (I.R.S. Employer Identification No.) 462 Sandcastle Rd. Fr

Code of Ethics of Foreside*

Exhibit 99.(p)(4) CODE OF ETHICS © Foreside Financial Group, LLC Code of Ethics INTRODUCTION 1 1. STANDARDS OF PROFESSIONAL CONDUCT 2 (a) Fiduciary Duties 2 (b) Compliance with Laws 2 (c) Corporate Culture 2 (d) Professional Misconduct 2 (e) Disclosure of Conflicts 3 (f) Undue Influence 3 (g) Confidentiality and Protection of Material Nonpublic Information 3 (h) Personal Securities Transactions 4

Code of Ethics of the Adviser*

Exhibit 99.(p)(2) 2nd Vote Advisers, LLC. Code of Ethics Introduction This Code of Ethics (the “Code”) has been adopted by the Company (the “Adviser”) in connection with its role as investment adviser to an Exchange Traded Fund (“ETF”) and any affiliated registered investment companies (such registered investment companies advised by the Adviser to be collectively referred to as “Clients”) in comp

Distribution Services Agreement between the Adviser and Foreside Financial Services, LLC, dated November 2, 2020*

Exhibit 99.(e)(3) DISTRIBUTION SERVICES AGREEMENT THIS AGREEMENT made this 2nd day of November, 2020 by and between 2nd Vote Advisers, LLC, a Delaware limited liability company (the “Adviser”), and Foreside Financial Services, LLC, a Delaware limited liability company (the “Distributor”). WHEREAS, the Distributor and 2nd Vote Funds (the “Trust”) have entered in to a distribution agreement dated as

Investment Advisory Agreement between 2nd Vote Funds (the “Trust”) and 2nd Vote Advisers, LLC. (the “Adviser”) dated November 4, 2020*

Exhibit 99.(d)(1) 2nd Vote Funds INVESTMENT ADVISORY AGREEMENT with 2nd Vote Advisers, LLC This INVESTMENT ADVISORY AGREEMENT (the “Agreement”) is made as of this 4th day of November, 2020 by and between 2nd Vote Funds (the “Trust”), a Delaware statutory trust, and 2nd Vote Advisers, LLC, a Delaware limited liability company with its principal place of business at 462 Sandcastle Rd., Franklin, TN

Investment Sub-Advisory Agreement between the Adviser and Laffer Tengler Investments, Inc. (the “Sub-Adviser”) dated November 4, 2020*

Exhibit 99.(d)(2) 2ND VOTE FUNDS INVESTMENT SUB-ADVISORY AGREEMENT This INVESTMENT SUB-ADVISORY AGREEMENT (“Agreement”) is made as of this 4th day of November, 2020 by and between 2nd Vote Advisers, LLC (“Adviser”), and Laffer Tengler Investments, Inc., (“Sub-Adviser”). WITNESSETH WHEREAS, the 2nd Vote Funds (“Trust”) is an open-end management investment company, registered as such under the Inves

Prospectus and Statement of Additional Information

As filed with the Securities and Exchange Commission on November 5, 2020 Securities Act File No.

ETF Distribution Agreement between the Trust and Foreside Financial Services, LLC, dated November 2, 2020*

EX-99.(E)(1) 4 e2ndvotefundsex99e1.htm EXHIBIT 99.(E)(1) Exhibit 99.(e)(1) ETF DISTRIBUTION AGREEMENT This Distribution Agreement (the “Agreement”) is made this 2nd day of November 2020, by and between 2nd Vote Funds, a Delaware trust (the “Trust”) having its principal place of business at P.O. Box 2916, Hendersonville, Tennessee 37077, and Foreside Financial Services, LLC, a Delaware limited liab

Rule 12b-1 Distribution Plan*

Exhibit 99.(m) FORM OF DISTRIBUTION AND SERVICE PLAN [ ], 2020 This Distribution and Service Plan (“Plan”) has been adopted by the Board of Trustees (“Trustees”) of 2nd Vote Funds (the “Trust”) pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the “1940 Act”) and is effective with respect to the shares of beneficial interest (“Shares”) of each series of the Trust identif

Subscription Agreement*

Exhibit 99.(l) 2ND VOTE FUNDS SUBSCRIPTION AGREEMENT FOR SEED CAPITAL THIS SUBSCRIPTION AGREEMENT for Seed Capital (the “Agreement”) is made this 30th day of October, 2020 between 2nd Vote Value Investments, Inc (“Subscriber”) and 2nd Vote Funds (the “Trust”), a Delaware statutory trust, on behalf of its series, 2ndVote Life Neutral Plus ETF (“Fund”). In consideration of the mutual promises set fo

Code of Ethics of the Sub-Adviser*

Exhibit 99.(p)(3) LAFFER TENGLER INVESTMENTS, INC. CODE OF ETHICS Effective May 1, 2020 This Code of Ethics (“Code”) is adopted in compliance with the requirements of U.S. securities laws applicable to registered investment advisers and registered investment companies. Registered investment advisers are required by Rule 204A-1 under the Investment Advisers Act of 1940, as amended (“Advisers Act”),

Powers of Attorney

Exhibit 99.(q) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints Daniel Grant as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him in his name, place and stead, to sign any and all Registration Statements applicable to 2nd Vote Funds and any and all amendments or supplements thereto, and to file

ETF Fund Accounting Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC d/b/a/ U.S. Bank Global Fund Services dated November 3, 2020*

Exhibit 99.(h)(2) ETF FUND ACCOUNTING SERVICING AGREEMENT THIS AGREEMENT is made and entered into as of the last day written on the signature page by and between 2ND VOTE FUNDS, a Delaware statutory trust, (the “Trust”), and U.S. BANCORP FUND SERVICES, LLC d/b/a U.S. BANK GLOBAL FUND SERVICES, a Wisconsin limited liability company (“USBGFS”). WHEREAS, the Trust is registered under the Investment C

Code of Ethics of the Registrant*

EX-99.(P)(1) 17 e2ndvotefundsex99p1.htm EXHIBIT 99.(P)(1) Exhibit 99.(p)(1) 2nd Vote FUNDS CODE OF ETHICS This Code of Ethics (the “Code”) has been adopted by 2nd Vote Funds (the “Trust”) in compliance with Rule 17j-1 under the Investment Company Act of 1940 (the “Act”) (unless specifically identified, Rule 17j-1 is referred to as the “Rule”). This Code of Ethics is intended to ensure that all act

Opinion of Legal Counsel*

Exhibit 99.(i) Faegre Drinker Biddle & Reath llp 222 Delaware Ave., Suite 1410 Wilmington, DE 19801 Main: 302-467-4200 November 4, 2020 2nd Vote Funds 462 Sandcastle Road Franklin, TN 37069 Re: Registration Statement on Form N-1A/Issuance of Shares Ladies and Gentlemen: We have acted as counsel to 2nd Vote Funds, a Delaware statutory trust (the “Trust”), organized under an Agreement and Declaratio

Form of Authorized Participant Agreement*

Exhibit 99.(e)(2) FORM OF AUTHORIZED PARTICIPANT AGREEMENT This Authorized Participant Agreement (the “Agreement”) is entered into by and between Foreside Financial Services, LLC (the “Distributor”) and (the “Participant”) and is subject to acceptance by U.S. Bancorp Fund Services, LLC d/b/a U.S. Bank Global Fund Services (the “ Transfer Agent/Index Receipt Agent ”), and is further subject to ackn

Consent of Independent Registered Public Accounting Firm*

Exhibit 99.(j) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation in this Registration Statement on Form N-1A of our report dated November 4, 2020, relating to the financial statement of 2nd Vote Funds comprising 2ndVote Life Neutral Plus ETF as of October 30, 2020, and to the references to our firm under the headings “Independent Registered Public Acco

Transfer Agent Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC d/b/a/ U.S. Bank Global Fund Services dated November 3, 2020*

EX-99.(H)(3) 10 e2ndvotefundsex99h3.htm EXHIBIT 99.(H)(3) Exhibit 99.(h)(3) TRANSFER AGENT SERVICING AGREEMENT THIS AGREEMENT is made and entered into as of the last day written on the signature page by and between 2ND VOTE FUNDS , a Delaware statutory trust, (the “Trust”) U.S. BANCORP FUND SERVICES, LLC d/b/a U.S. BANK GLOBAL FUND SERVICES, a Wisconsin limited liability company (“USBGFS”). WHEREA

Fund PFO/Treasurer Agreement between the Trust and Foreside Fund Officer Services, LLC dated November 2, 2020

Exhibit 99.(h)(5) FUND PFO/TREASURER AGREEMENT AGREEMENT made as of November 2, 2020 by and between 2nd Vote Funds, a Delaware trust, with its principal office and place of business at P.O. Box 2916, Hendersonville Tennessee 37077 (the “Fund”), and Foreside Fund Officer Services, LLC, a Delaware limited liability company with its principal office and place of business at Three Canal Plaza, Suite 1

Fund CCO and AMLO Agreement between the Trust and Foreside Fund Officer Services, LLC dated November 2, 2020*

Exhibit 99.(h)(4) FUND CCO AND AMLO AGREEMENT AGREEMENT made as of November 2, 2020 by and between 2nd Vote Funds, a Delaware trust with its principal office and place of business at P.O. Box 2916, Hendersonville, Tennessee 37077, (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

Fund Administration Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC d/b/a/ U.S. Bank Global Fund Services dated November 3, 2020*

EX-99.(H)(1) 8 e2ndvotefundsex99h1.htm EXHIBIT 99.(H)(1) Exhibit 99.(h)(1) FUND ADMINISTRATION SERVICING AGREEMENT THIS AGREEMENT is made and entered into as of the last day written on the signature page by and between 2ND VOTE FUNDS, a Delaware statutory trust, (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC d/b/a U.S. BANK GLOBAL FUND SERVICES, a Wisconsin limited liability company (“USBGFS”).

ETF Custody Agreement between the Trust and U.S. Bank National Association, dated November 3, 2020*

Exhibit 99.(g) ETF CUSTODY AGREEMENT THIS AGREEMENT is made and entered into as of the last date on the signature page, by and between 2ND VOTE FUNDS, a Delaware statutory trust, (the “Trust”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America with its principal place of business at Minneapolis, Minnesota (the “

- N-1A/A

As filed with the Securities and Exchange Commission on October 13, 2020 Securities Act File No.

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6722 Springs Mill Road, Charlotte, NC 28277 Office/Cell: (704) 806-2387 Email: daphne@dtchisolmlaw.

Certificate of Trust of the Registrant1

EX-99.(A)(1) 2 s125730ex99a1.htm EXHIBIT 99(A)(1) Exhibit 99(a)(1)

- N-8A

UNITED STATES 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 wit

By-laws of the Registrant1

Exhibit 99(b) 2ND VOTE FUNDS BY-LAWS As adopted April 14, 2020 TABLE OF CONTENTS ARTICLE I - PRINCIPAL OFFICE AND SEAL 1 Section 1.

- FORM N-1A

N-1A 1 s125730n1a.htm FORM N-1A As filed with the Securities and Exchange Commission on June 12, 2020 Securities Act File No. 333-[ ] Investment Company Act File No. 811-23577 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. [ ] and/or REGISTRATION

Declaration of Trust of the Registrant1

EX-99.(A)(2) 3 s125730ex99a2.htm EXHIBIT 99(A)(2) Exhibit 99(a)(2) Declaration of Trust of 2nd Vote Funds Table of Contents ARTICLE I - FORMATION AND DEFINITIONS - 1 - Section 1. FORMATION AND NAME. - 1 - Section 2. DEFINITIONS. - 1 - ARTICLE II - PURPOSE AND THE TRUSTEES - 2 - Section 1. MANAGEMENT OF THE TRUST. - 2 - Section 2. INITIAL TRUSTEES; ELECTION AND NUMBER OF TRUSTEES. - 2 - Section 3.