11/13/2025 | Press release | Distributed by Public on 11/13/2025 10:06
| REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 | [X] | ||||||||||
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Pre-Effective Amendment No.
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[ ] | ||||||||||
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Post-Effective Amendment No.
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31 | [X] | |||||||||
| REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 | [X] | ||||||||||
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Amendment No.
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34 | [X] | |||||||||
| [X] | Immediately upon filing pursuant to Rule 485(b). | |||||||
| [ ] | on (date) pursuant to Rule 485(b). | |||||||
| [ ] | 60 days after filing pursuant to Rule 485 (a)(1). | |||||||
| [ ] | on (date) pursuant to Rule 485 (a)(1). | |||||||
| [ ] | 75 days after filing pursuant to Rule 485 (a)(2). | |||||||
| [ ] | on (date) pursuant to Rule 485 (a)(2). | |||||||
| [ ] | This post-effective amendment designates a new effective date for a previously filed post-effective amendment. | |||||||
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(a)
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Declaration of Trust ("Trust Instrument") of Absolute Shares Trust ("Registrant").(1)
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(b)
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By-Laws of Registrant.(1)
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(c)
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Articles 5, 7 and 8 of the Trust Instrument, Exhibit 28(a) above, define the rights of holders of the securities being registered. (Certificates for shares are not issued).(1)
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(d)
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(1) |
Advisory Agreement between the Registrant and Millington Securities, Inc. ("Advisor") as adviser for the Registrant and each of its investment portfolios ("Funds").(1)
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(d)
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(1) |
(a)
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Amended Schedule A to Advisory Agreement between the Registrant and the Advisor, reflecting the addition of the WBI Tactical Rotation Shares.(2)
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(d)
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(1) |
(b)
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Amended Schedule A to Advisory Agreement between the Registrant and the Advisor, reflecting the addition of the WBI Power FactorTM High Dividend ETF (formerly known as the WBI Power FactorTM High Yield Dividend ETF).(4)
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| (d) | (1) | (c) |
Amended Schedule A to Advisory Agreement between the Registrant and the Advisor. (7)
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(d)
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(1) |
(d)
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Advisory Agreement between the Registrant and the Advisor, reflecting the addition of WBI BullBear Trend Switch US Total Return ETF, WBI BullBear Trend Switch US 1000 ETF, WBI BullBear Trend Switch US 2000 ETF, WBI BullBear Trend Switch US 1000 Total Return ETF, WBI BullBear Trend Switch US 2000 Total Return ETF and WBI BullBear Trend Switch US 3000 Total Return ETF.(7)
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(d)
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(2) |
Sub-Advisory Agreement between the Advisor and WBI Investments, Inc. ("Sub-Advisor") as sub-advisor to the Registrant and the Funds.(1)
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(d)
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(2) |
(a)
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Amended Schedule A to Sub-Advisory Agreement between the Advisor and the Sub-Advisor, reflecting the addition of the WBI Tactical Rotation Shares.(2)
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(d)
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(2) |
(b)
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Amended Schedule A to Sub-Advisory Agreement between the Advisor and the Sub-Advisor, reflecting the addition of WBI Power FactorTM High Dividend ETF (formerly known as the WBI Power FactorTM High Yield Dividend ETF).(4)
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| (d) | (2) | (c) |
Amended Schedule A to Sub-Advisory Agreement between the Advisor and the Sub-Advisor. (7)
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(d)
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(2) |
(d)
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Sub-Advisory Agreement between the Registrant and the Advisor, reflecting the addition of WBI BullBear Trend Switch US Total Return ETF, WBI BullBear Trend Switch US 1000 ETF, WBI BullBear Trend Switch US 2000 ETF, WBI BullBear Trend Switch US 1000 Total Return ETF, WBI BullBear Trend Switch US 2000 Total Return ETF and WBI BullBear Trend Switch US 3000 Total Return ETF.(7)
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(d)
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(3) |
Expense Limitation Agreement between the Registrant and the Sub-Advisor.(1)
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(d)
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(3) |
(a)
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Eleventh Amendment to Expense Limitation Agreement between the Registrant and the Sub-Advisor.(9)
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(e)
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Distribution Agreement between Vigilant Distributors, LLC ("Distributor") and the Registrant.(11)
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(f)
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Not applicable.
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(g)
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Custody Agreement between the Registrant and U.S. Bank, National Association ("Custodian").(1)
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(g)
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(1) |
(a)
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First Amendment to Custody Agreement between the Registrant and Custodian, reflecting the addition of the WBI Tactical Rotation Shares.(2)
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(g)
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(1) |
(b)
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Second Amendment to Custody Agreement between the Registrant and Custodian.(4)
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(g)
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(1) |
(c)
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Third Amendment to Custody Agreement between the Registrant and Custodian, reflecting the addition of the WBI Power FactorTM High Dividend ETF (formerly known as the WBI Power FactorTM High Yield Dividend ETF).(4)
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(g)
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(1) |
(d)
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Fourth Amendment to Custody Agreement between the Registrant and Custodian, reflecting the addition of WBI BullBear Trend Switch US Total Return ETF, WBI BullBear Trend Switch US 1000 ETF, WBI BullBear Trend Switch US 2000 ETF, WBI BullBear Trend Switch US 1000 Total Return ETF, WBI BullBear Trend Switch US 2000 Total Return ETF and WBI BullBear Trend Switch US 3000 Total Return ETF.(6)
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(g)
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(1) |
(e)
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Fifth Amendment to Custody Agreement between the Registrant and Custodian, reflecting changes to the fee schedule.(11)
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(g)
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(1) |
(f)
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Sixth Amendment to Custody Agreement between the Registrant and Custodian, reflecting changes to the fee schedule.(11)
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(h)
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(1) |
Fund Administration Agreement between the Registrant and U.S. Bancorp Fund Services, LLC ("Administrator").(1)
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(h)
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(1) |
(a)
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Second Amendment to Fund Administration Agreement between the Registrant and Administrator, reflecting the addition of the WBI Tactical Rotation Shares.(2)
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(h)
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(1) |
(b)
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Third Amendment to Fund Administration Agreement between the Registrant and Administrator.(4)
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(h)
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(1) |
(c)
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Fourth Amendment to Fund Administration Agreement between the Registrant and Administrator, reflecting the addition of the WBI Power FactorTM High Dividend ETF (formerly known as the WBI Power FactorTM High Yield Dividend ETF).(4)
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(h)
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(1) |
(d)
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Fifth Amendment to Fund Administration Agreement between the Registrant and Administrator, reflecting the addition of WBI BullBear Trend Switch US Total Return ETF, WBI BullBear Trend Switch US 1000 ETF, WBI BullBear Trend Switch US 2000 ETF, WBI BullBear Trend Switch US 1000 Total Return ETF, WBI BullBear Trend Switch US 2000 Total Return ETF and WBI BullBear Trend Switch US 3000 Total Return ETF.(6)
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(h)
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(1) |
(e)
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Sixth Amendment to Fund Administration Agreement between the Registrant and Administrator, reflecting changes to the fee schedule.(11)
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(h)
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(1) |
(e)
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Seventh Amendment to Fund Administration Agreement between the Registrant and Administrator, reflecting changes to the fee schedule.(11)
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(h)
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(2) |
Transfer Agency Agreement between the Registrant and U.S. Bancorp Fund Services, LLC ("Transfer Agent").(1)
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(h)
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(2) |
(a)
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Second Amendment to Transfer Agency Agreement between the Registrant and Transfer Agent, reflecting the addition of the WBI Tactical Rotation Shares.(2)
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(h)
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(2) |
(b)
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Third Amendment to Transfer Agency Agreement between the Registrant and Transfer Agent.(4)
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(h)
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(2) |
(c)
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Fourth Amendment to Transfer Agency Agreement between the Registrant and Transfer Agent, reflecting the addition of the WBI Power FactorTM High Dividend ETF (formerly known as the WBI Power FactorTM High Yield Dividend ETF).(4)
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(h)
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(2) |
(d)
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Fifth Amendment to Transfer Agency Agreement between the Registrant and Transfer Agent, reflecting the addition of WBI BullBear Trend Switch US Total Return ETF, WBI BullBear Trend Switch US 1000 ETF, WBI BullBear Trend Switch US 2000 ETF, WBI BullBear Trend Switch US 1000 Total Return ETF, WBI BullBear Trend Switch US 2000 Total Return ETF and WBI BullBear Trend Switch US 3000 Total Return ETF.(6)
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(h)
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(2) |
(e)
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Sixth Amendment to Transfer Agency Agreement between the Registrant and Transfer Agent, reflecting changes to the fee schedule.(11)
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(h)
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(2) |
(f)
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Seventh Amendment to Transfer Agency Agreement between the Registrant and Transfer Agent, reflecting changes to the fee schedule.(11)
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(h)
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(3) |
Fund Accounting Servicing Agreement between the Registrant and U.S. Bancorp Fund Services, LLC ("Accounting Agent").(1)
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(h)
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(3) |
(a)
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Second Amendment to Fund Accounting Servicing Agreement between the Registrant and Accounting Agent, reflecting the addition of the WBI Tactical Rotation Shares.(2)
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(h)
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(3) |
(b)
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Third Amendment to Fund Accounting Servicing Agreement between the Registrant and Accounting Agent.(4)
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(h)
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(3) |
(c)
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Fourth Amendment to Fund Accounting Servicing Agreement between the Registrant and Accounting Agent, reflecting the addition of the WBI Power FactorTM High Dividend ETF (formerly known as the WBI Power FactorTM High Yield Dividend ETF).(4)
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(h)
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(3) |
(d)
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Fifth Amendment to Fund Accounting Servicing Agreement between the Registrant and Accounting Agent, reflecting the addition of WBI BullBear Trend Switch US Total Return ETF, WBI BullBear Trend Switch US 1000 ETF, WBI BullBear Trend Switch US 2000 ETF, WBI BullBear Trend Switch US 1000 Total Return ETF, WBI BullBear Trend Switch US 2000 Total Return ETF and WBI BullBear Trend Switch US 3000 Total Return ETF.(6)
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(h)
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(3) |
(e)
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Sixth Amendment to Fund Accounting Servicing Agreement between the Registrant and Accounting Agent, reflecting changes to the fee schedule.(11)
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(h)
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(3) |
(f)
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Seventh Amendment to Fund Accounting Servicing Agreement between the Registrant and Accounting Agent, reflecting changes to the fee schedule.(11)
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(h)
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(4) |
Securities Lending Agreement between the Trust and U.S. Bank, National Association.(1)
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(i)
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(1) |
Opinion and Consent of Katten Muchin Rosenman LLP regarding the legality of securities registered with respect to the Registrant.(1)
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| (2) |
Opinion and Consent of Katten Muchin Rosenman LLP regarding the legality of securities registered with respect to the Registrant.(3)
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| (3) |
Opinion and Consent of K&L Gates LLP regarding the legality of securities registered with respect to the Registrant.(4)
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| (4) |
Opinion and Consent of K&L Gates LLP regarding the legality of securities registered with respect to the Registrant (with respect to the addition of WBI BullBear Trend Switch US Total Return ETF, WBI BullBear Trend Switch US 1000 ETF, WBI BullBear Trend Switch US 2000 ETF, WBI BullBear Trend Switch US 1000 Total Return ETF, WBI BullBear Trend Switch US 2000 Total Return ETF and WBI BullBear Trend Switch US 3000 Total Return ETF).(5)
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(j)
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Consent of Independent Registered Public Accounting Firm.(10)
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(k)
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Not applicable.
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(l)
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Not applicable.
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(m)
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Plan of Distribution Pursuant to Rule 12b-1.(1)
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(m)
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(1) |
Amended Schedule A to Plan of Distribution Pursuant to Rule 12b-1, reflecting the addition of the WBI Tactical Rotation Shares.(2)
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(m)
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(2) |
Amended Schedule A to Plan of Distribution Pursuant to Rule 12b-1, reflecting the addition of the WBI Power FactorTM High Dividend ETF (formerly known as the WBI Power FactorTM High Yield Dividend ETF).(4)
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(m)
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(3) |
Amended Schedule A to Plan of Distribution Pursuant to Rule 12b-1, reflecting the addition of WBI BullBear Trend Switch US Total Return ETF, WBI BullBear Trend Switch US 1000 ETF, WBI BullBear Trend Switch US 2000 ETF, WBI BullBear Trend Switch US 1000 Total Return ETF, WBI BullBear Trend Switch US 2000 Total Return ETF and WBI BullBear Trend Switch US 3000 Total Return ETF.(6)
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(m)
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(4) |
Amended Schedule A to Plan of Distribution Pursuant to Rule 12b-1.(7)
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(n)
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Not applicable.
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(o)
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Reserved.
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(p)
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(1) |
Code of Ethics for the Registrant.(1)
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(p)
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(2) |
Code of Ethics for the Advisor.(1)
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(p)
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(3) |
Code of Ethics for the Sub-Advisor.(1)
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(p)
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(4) |
Code of Ethics for the Distributor.(1)
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(q)
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Powers of Attorney executed by Jude T. Depko, John A. Flanagan, Andrew Putterman, Don Schreiber, Jr. and Matthew Schreiber.(1)
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| (a) | Subject to the exceptions and limitations contained in Subsection (b) below: | |||||||
| (i) |
every person who is, or has been, a Trustee or an officer, employee or agent of the Trust (including any individual who serves at its request as director, officer, partner, trustee or the like of another organization in which it has any interest as a shareholder, creditor or otherwise) ("Covered Person") shall be indemnified by the Trust or the appropriate Series to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him in connection with any claim, action, suit or proceeding in which he becomes involved as a party or otherwise by virtue of his being or having been a Covered Person and against amounts paid or incurred by him in the settlement thereof; and
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| (ii) | as used herein, the words "claim," "action," "suit," or "proceeding" shall apply to all claims, actions, suits or proceedings (civil, criminal or other, including appeals), actual or threatened, and the words "liability" and "expenses" shall include, without limitation, attorneys, fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities. | |||||||
| (b) | No indemnification shall be provided hereunder to a Covered Person: | |||||||
| (i) | who shall have been adjudicated by a court or body before which the proceeding was brought (A) to be liable to the Trust or its Shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office, or (B) not to have acted in good faith in the reasonable belief that his action was in the best interest of the Trust; or | |||||||
| (ii) | in the event the matter is not adjudicated by a court or other appropriate body, unless there has been a determination that such Covered Person did not engage in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office: by at least a majority of those Trustees who are neither Interested Persons of the Trust nor are parties to the matter based upon a review of readily available facts (as opposed to a full trial-type inquiry); or by written opinion of independent legal counsel based upon a review of readily available facts (as opposed to a full trial-type inquiry). | |||||||
| (c) | The rights of indemnification herein provided may be insured against by policies maintained by the Trust, shall be severable, shall not be exclusive of or affect any other rights to which any Covered Person may now or hereafter be entitled, and shall inure to the benefit of the heirs, executors and administrators of a Covered Person. | |||||||
| (d) | To the maximum extent permitted by applicable law, expenses incurred in defending any proceeding may be advanced by the Trust before the disposition of the proceeding upon receipt of an undertaking by or on behalf of such Covered Person that such amount will be paid over by him to the Trust or applicable Series if it is ultimately determined that he is not entitled to indemnification under this Section; provided, however, that either a majority of the Trustees who are neither Interested Persons of the Trust nor parties to the matter, or independent legal counsel in a written opinion, shall have determined, based upon a review of readily available facts (as opposed to a full trial-type inquiry) that there is reason to believe that such Covered Person will not be disqualified from indemnification under this Section. | |||||||
| (e) | Any repeal or modification of this Article VII by the Shareholders, or adoption or modification of any other provision of the Declaration or By-laws inconsistent with this Article, shall be prospective only, to the extent that such repeal, or modification would, if applied retrospectively, adversely affect any limitation on the liability of any Covered Person or indemnification available to any Covered Person with respect to any act or omission which occurred prior to such repeal, modification or adoption. | |||||||
| Name | Address | Position with Underwriter | Position with Registrant | ||||||||
| Patrick Chism |
Gateway Corporate Center
223 Wilmington West Chester Pike
Suite 216
Chadds Ford, PA 19317
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Chief Executive Officer and Chief Compliance Officer
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None | ||||||||
| Gerald Scarpati |
Gateway Corporate Center
223 Wilmington West Chester Pike
Suite 216
Chadds Ford, PA 19317
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Chief Financial Officer and Principal Financial Officer
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None | ||||||||
| Advisor: |
Millington Securities, LLC 331 Newman Springs Road, Suite 143 Red Bank, New Jersey 07701 |
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| Custodian: |
U.S. Bank, National Association 1555 North Rivercenter Drive, Suite 302 Milwaukee, Wisconsin 53212 |
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| Administrator: |
U.S. Bancorp Fund Services, LLC 615 East Michigan Street Milwaukee, Wisconsin 53202 |
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| Distributor: |
Vigilant Distributors, LLC
Gateway Corporate Center
223 Wilmington West Chester Pike, Suite 216
Chadds Ford, Pennsylvania 19317
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| Signature | Title | |||||||
| /s/ Don Schreiber, Jr. |
Chairman, Trustee, President and Principal Executive Officer
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| Don Schreiber, Jr. | ||||||||
| * /s/ Matthew Schreiber | Trustee | |||||||
| Matthew Schreiber | ||||||||
| * /s/ Jude T. Depko | Trustee | |||||||
| Jude T. Depko | ||||||||
| * /s/ John A. Flanagan | Trustee | |||||||
| John A. Flanagan | ||||||||
| * /s/ Andrew Putterman |
Trustee
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| Andrew Putterman | ||||||||
| /s/ Fred Teufel |
Treasurer and Principal Financial Officer
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| Fred Teufel | ||||||||
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By: /s/ Don Schreiber, Jr.
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* Don Schreiber, Jr. Attorney-in-Fact |
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Exhibit No.
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Description of Exhibit | ||||
| (e) |
Distribution Agreement between Vigilant Distributors, LLC and the Registrant
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| (g)(1)(e) |
Fifth Amendment to Custody Agreement between the Registrant and Custodian, reflecting changes to the fee schedule
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| (g)(1)(f) |
Sixth Amendment to Custody Agreement between the Registrant and Custodian, reflecting changes to the fee schedule
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| (h)(1)(e) |
Sixth Amendment to Fund Administration Agreement between the Registrant and Administrator, reflecting changes to the fee schedule
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| (h)(1)(f) |
Seventh Amendment to Fund Administration Agreement between the Registrant and Administrator, reflecting changes to the fee schedule
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| (h)(2)(e) |
Sixth Amendment to Transfer Agency Agreement between the Registrant and Transfer Agent, reflecting changes to the fee schedule
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| (h)(2)(f) |
Seventh Amendment to Transfer Agency Agreement between the Registrant and Transfer Agent, reflecting changes to the fee schedule
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| (h)(3)(e) |
Sixth Amendment to Fund Accounting Servicing Agreement between the Registrant and Accounting Agent, reflecting changes to the fee schedule
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| (h)(3)(f) |
Seventh Amendment to Fund Accounting Servicing Agreement between the Registrant and Accounting Agent, reflecting changes to the fee schedule
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