Investment Company Act File No. 811-22995.
The information in this Statement of Additional Information is not complete and may be changed. We may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This Statement of Additional Information is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
Subject to Completion, dated April 19, 2024
FCF US Small Cap ETF ([____])
STATEMENT OF ADDITIONAL INFORMATION
[_________], 2024
1345 Avenue of the Americas, 33rd Floor, New York, NY 10105
PHONE: 800-617-0004
Shares are listed and traded on the [_] (“[_]” or “Exchange”).
This SAI describes the FCF US Small Cap ETF (the “Fund”), a series of TrimTabs ETF Trust (the “Trust”). The Trust is an open-end registered management investment company under
the Investment Company Act of 1940.
FCF Advisors LLC (“Adviser”) serves as the investment adviser to the Fund. Quasar Distributors, LLC serves as the distributor for the Fund (“Distributor”).
Shares are neither guaranteed nor insured by the U.S. Government.
This SAI is not a prospectus. It should be read in conjunction with the Fund’s Prospectus, dated [__________], 2024, which
incorporates this SAI by reference. Capitalized terms used herein that are not defined have the same meaning as in the Prospectus, unless otherwise noted. Audited financial statements are not presented for the Fund since the Fund is newly
formed and has not commenced operations prior to the date of this SAI. A copy of the Prospectus and the Fund’s shareholder reports, when available, may be obtained without charge by writing to the Distributor, calling 800-617-0004 or visiting
www.fcf-funds.com.
TABLE OF CONTENTS
GLOSSARY
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i
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TRUST AND FUND OVERVIEW
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1
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EXCHANGE LISTING AND TRADING
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1
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DISCLOSURE OF PORTFOLIO HOLDINGS
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1
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INVESTMENT POLICIES AND RESTRICTIONS
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2
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INVESTMENT OBJECTIVES, INVESTMENT STRATEGIES AND RISKS
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3
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PORTFOLIO TURNOVER
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12
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MANAGEMENT OF THE FUND
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12
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CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
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17
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INVESTMENT MANAGEMENT AND OTHER SERVICES
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17
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PORTFOLIO TRANSACTIONS AND BROKERAGE
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18
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PORTFOLIO MANAGER
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20
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THE DISTRIBUTOR
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20
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ACCOUNTING AND LEGAL SERVICE PROVIDERS
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22
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ADDITIONAL INFORMATION CONCERNING SHARES
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22
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TRANSACTIONS IN CREATION UNITS
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24
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DETERMINATION OF NET ASSET VALUE
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30
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TAXATION
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30
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FINANCIAL STATEMENTS
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36
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Appendix A - Proxy Voting Policies and Procedures for the Trust
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A-1
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No person has been authorized to give any information or to make any representations other than those contained in this SAI and the Prospectus and, if given or made, such information or
representations may not be relied upon as having been authorized by the Trust. This SAI does not constitute an offer to sell securities.
GLOSSARY
The following terms are used throughout this SAI, and have the meanings used below:
“1933 Act” means the Securities Act of 1933, as amended.
“1934 Act” means the Securities Exchange Act of 1934, as amended.
“Adviser” means FCF Advisors LLC.
“Authorized Participant” means a broker-dealer or other participant in the Continuous Net Settlement System of the
National Securities Clearing Corporation (NSCC) or a participant in DTC with access to the DTC system, who has executed an agreement with the Distributor that governs transactions in the Fund’s Creation Units.
“Balancing Amount” means an amount of cash equal to the difference between the NAV of a Creation Unit and the
market value of the In-Kind Creation (or Fund Redemption) Basket, used to ensure that the NAV of the Fund Deposit (or Fund Redemption) (other than the Transaction Fee), is identical to the NAV of the Creation Unit being purchased or redeemed.
“Board” means the Board of Trustees of the Trust.
“Business Day” means any day on which the Trust is open for business.
“Cash Component” means an amount of cash consisting of a Balancing Amount and/or a Cash In-Lieu Amount calculated
in connection with purchases and redemptions of Creation Units.
“Cash In-Lieu Amount” means the amount of cash in lieu of certain portfolio holdings to be deposited or received
with respect to the creation or redemption of a Creation Unit, respectively, solely because (i) such portfolio holdings are not eligible for transfer either through the NSCC or DTC, (ii) in the event the Fund holds non-U.S securities, such
non-U.S. securities are not eligible for trading due to local trading restrictions, local restrictions on securities transfers or other similar circumstances, or (iii) to-be-announced transactions, short positions, derivatives and other
positions that cannot be transferred in kind.
“CEA” means the Commodity Exchange Act, as amended.
“CFTC” means the Commodity Futures Trading Commission.
“Code” means the Internal Revenue Code of 1986, as amended.
“Creation Unit” means an aggregation of 25,000 Shares that the Fund issues and redeems on a continuous basis at
NAV. Shares will not be issued or redeemed except in Creation Units.
“Distributor” means Quasar Distributors, LLC.
“Dodd-Frank Act” means the Dodd-Frank Wall Street Reform and Consumer Protection Act.
“DTC” means the Depository Trust Company.
“ETF” means exchange-traded fund.
“Exchange” means [_____]
“FINRA” means the Financial Industry Regulatory Authority.
“Fund” means the series of the Trust discussed in this SAI: the FCF US Small Cap ETF.
“Fund Deposit” means the In-Kind Creation Basket and Cash Component necessary to purchase a Creation Unit from the
Fund.
“Fund Redemption” means the In-Kind Redemption Basket and Cash Component received in connection with the redemption
of a Creation Unit.
“Independent Trustee” means a Trustee who is not an “interested person” as defined under Section 2(a)(19) of the
Investment Company Act.
“In-Kind Creation Basket” means the basket of securities to be deposited to purchase Creation Units of the Fund.
The In-Kind Creation Basket will identify the name and number of shares of each security to be contributed, in kind, to the Fund for a Creation unit.
“In-Kind Redemption Basket” means the basket of securities a shareholder will receive upon redemption of a Creation
Unit.
“Interested Trustee” means a Trustee who is an “interested person” as defined in Section 2(a)(19) of the
Investment Company Act.
“Investment Advisers Act” means the Investment Advisers Act of 1940, as amended.
“Investment Company Act” means the Investment Company Act of 1940, as amended.
“IRS” means the Internal Revenue Service.
“NAV” means the net asset value of the Fund’s Shares.
“NSCC” means the National Securities Clearing Corporation.
“NYSE” means the New York Stock Exchange, Inc.
“Prospectus” means the Fund’s Prospectus, dated [___________], 2024, as may be amended and supplemented from time
to time.
“SAI” means this Statement of Additional Information.
“SEC” means the United States Securities and Exchange Commission. “Shares” means the shares of beneficial interest in the Fund.
“Transaction Fees” are fees imposed to compensate the Trust for costs incurred in connection with transactions for
Creation Units. The Transaction Fee is comprised of a flat (or standard) fee and may include a variable fee. For the Transaction Fees applicable to the Fund, see “Transaction Fees” in this SAI.
“Trust” means the TrimTabs ETF Trust, a Delaware statutory trust.
“Trustee” means a Trustee of the Trust.
TRUST AND FUND OVERVIEW
The Trust is a Delaware statutory trust (the "Trust") formed on April 2, 2014 and is an open-end registered management investment company registered under the Investment
Company Act. The Trust is comprised of six series, one of which is discussed in this SAI. The Fund discussed in this SAI is a non-diversified, index-based ETF. The offering of Shares is registered under the 1933 Act.
The Fund offers and issues Shares at its NAV only in aggregations of a specified number of Shares (a "Creation Unit"). The Fund generally offers and issues Shares in exchange
for a basket of securities ("Deposit Securities") together with the deposit of a Cash Component. The Trust reserves the right to permit or require the substitution of a "cash in lieu" amount ("Deposit Cash") to be added to the Cash Component to
replace any Deposit Security. Shares are listed on the Exchange and trade on the Exchange at market prices that may differ from the Share’s NAV.
Shares are also redeemable only in Creation Unit aggregations, primarily for a basket of Deposit Securities together with a Cash Component. A Creation Unit generally consists
of [25,000] Shares, though this may change from time to time. Creation Units are not expected to consist of fewer than [25,000] Shares. As a practical matter, only institutions or large investors purchase or redeem Creation Units. Except when
aggregated in Creation Units, Shares are not redeemable securities.
Shares may be issued in advance of receipt of Deposit Securities subject to various conditions, including a requirement to maintain on deposit with the Trust cash at least
equal to a specified percentage of the value of the missing Deposit Securities, as set forth in the Participant Agreement (as defined below). The Trust may impose a transaction fee for each creation or redemption. In all cases, such fees will
be limited in accordance with the requirements of the SEC applicable to management investment companies offering redeemable securities. As in the case of other publicly traded securities, brokers' commissions on transactions in the secondary
market will be based on negotiated commission rates at customary levels.
EXCHANGE LISTING AND TRADING
Shares are listed and traded on the Exchange. There can be no assurance that the Fund will continue to meet the requirements of the Exchange necessary to maintain the listing
of Shares. The Exchange may, but is not required to, remove Shares from listing if: (i) the Exchange becomes aware that the Fund is no longer eligible to operate in reliance on Rule 6c-11 under the Investment Company Act; (ii) any of the other
listing requirements set forth in the Exchange’s listing rules are not continuously maintained; (iii) following the initial 12-month period after commencement of trading on the Exchange, there are fewer than 50 beneficial owners of Shares for
30 or more consecutive trading days; or (iv) such other event shall occur or condition exists which, in the opinion of the Exchange, makes further dealings on the Exchange inadvisable. The Exchange will remove Shares from listing and trading
upon termination of the Fund.
The Trust reserves the right to adjust the price levels of Shares in the future to help maintain convenient trading ranges for investors. Any adjustments would be accomplished
through stock splits or reverse stock splits, which would have no effect on the net assets of the Fund.
The Fund is not sponsored, endorsed, sold or promoted by the Exchange. The Exchange makes no representation or warranty, express or implied, to the owners of Shares or any
member of the public regarding the advisability of investing in securities generally or in the Fund particularly or the ability of the Fund to achieve its objective. The Exchange has no obligation or liability in connection with the
administration, marketing or trading of the Fund.
DISCLOSURE OF PORTFOLIO HOLDINGS
The Board has adopted a policy regarding the disclosure of information about the Fund’s portfolio securities. Under the policy, portfolio holdings of the Fund, which will form
the basis for the calculation of NAV on a Business Day, are publicly disseminated prior to the opening of trading on the Exchange that Business Day through financial reporting or news services, including the website, www.fcf-funds.com. In addition, each Business Day a portfolio composition file, which displays the In-Kind Creation Basket and Cash Component, is publicly disseminated prior to the opening of the Exchange via the NSCC.
INVESTMENT POLICIES AND RESTRICTIONS
The Fund has adopted the following investment policies, which are fundamental and may be changed only by a vote of the holders of a majority of the Fund’s outstanding voting
securities:
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1. |
The Fund may not borrow money, except to the extent permitted by the Investment Company Act, the rules, regulations, and interpretations thereunder and any applicable exemptive relief.
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2. |
The Fund may not issue senior securities, except to the extent permitted by the Investment Company Act, the rules, regulations, and interpretations thereunder and any applicable exemptive relief.
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3. |
The Fund may not engage in the business of underwriting securities except to the extent that the Fund may be considered an underwriter within the meaning of the 1933 Act in the acquisition, disposition or
resale of its portfolio securities or in connection with investments in other investment companies, or to the extent otherwise permitted under the Investment Company Act, the rules, regulations, and interpretations thereunder and any
applicable exemptive relief.
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4. |
The Fund may not purchase or sell real estate, except to the extent permitted under the Investment Company Act, the rules, regulations, and interpretations thereunder and any applicable exemptive relief.
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5. |
The Fund may not purchase or sell commodities, contracts relating to commodities or options on contracts relating to commodities, except to the extent permitted under the Investment Company Act, the rules,
regulations, and interpretations thereunder and any applicable exemptive relief.
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6. |
The Fund may not make loans, except to the extent permitted under the Investment Company Act, the rules, regulations, and interpretations thereunder and any applicable exemptive relief.
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7. |
The Fund may not concentrate (i.e., hold more than 25% of its assets in
the securities of a single industry or group of industries) its investments in issuers of one or more particular industries except that the Fund will concentrate to approximately the same extent that the Fund’s index concentrates in
an industry or group of industries. This limitation does not apply to investments in securities issued or guaranteed by the U.S. government, its agencies or instrumentalities, or shares of investment companies.
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With respect to the fundamental policy relating to borrowing money set forth in (1) above, the Investment Company Act permits the Fund to borrow money in amounts of up to
one-third of the Fund’s total assets, at the time of borrowing, from banks for any purpose (the Fund’s total assets include the amounts being borrowed). To limit the risks attendant to borrowing, the Investment Company Act requires the Fund to
maintain at all times an “asset coverage” of at least 300% of the amount of its borrowings (not including borrowings for temporary purposes in an amount not exceeding 5% of the value of the Fund’s total assets). Asset coverage means the ratio
that the value of the Fund’s total assets (including amounts borrowed), minus liabilities other than borrowings, bears to the aggregate amount of all borrowings. In the event that such asset coverage falls below this percentage, the Fund is
required to reduce the amount of its borrowings within three days (not including Sundays and holidays) so that the asset coverage is restored to at least 300%.
With respect to the fundamental policy relating to issuing senior securities set forth in (2) above, “senior securities” are defined as fund obligations that have a priority
over Shares with respect to the payment of dividends or the distribution of Fund assets. The Investment Company Act prohibits the Fund from issuing any class of senior securities or selling any senior securities of which it is the issuer,
except that the Fund is permitted to borrow as described above.
With respect to the fundamental policy relating to investing in real estate set forth in (4) above, the Fund may, to the extent permitted by applicable law, invest in
securities or other instruments directly or indirectly secured by real estate and invest in securities or other instruments issued by issuers that invest in real estate.
With respect to the fundamental policy relating to investing in commodities set forth in (5) above, this policy shall not prevent the Fund from purchasing or selling foreign
currency or purchasing, selling or entering into futures contracts, options, forward contracts, swaps, caps, floors, collars and other financial instruments. This policy also does not prevent the Fund from purchasing securities of issuers who
are engaged in the commodities business.
With respect to the fundamental policy relating to making loans set forth in (6) above, the Investment Company Act does not prohibit the Fund from making loans; however, SEC
staff interpretations currently prohibit funds from lending more than one-third of their total assets, except through the purchase of debt obligations.
Except with respect to borrowing, if a percentage limitation is satisfied at the time of investment, a later increase or decrease in such percentage resulting from a change in
the value of the Fund’s investments will not constitute a violation of such limitation. Thus, the Fund may continue to hold a security even though it causes the Fund to exceed a percentage limitation because of fluctuation in the value of the
Fund’s assets.
INVESTMENT OBJECTIVES, INVESTMENT STRATEGIES AND RISKS
Reference is made to the Prospectus for a discussion of the investment objectives and principal investment strategies of the Fund. The discussion below supplements, and should
be read in conjunction with, the Prospectus.
The investment restrictions of the Fund specifically identified as fundamental policies may not be changed without the affirmative vote of at least a majority of the
outstanding voting securities of the Fund, as defined in the Investment Company Act. The investment objectives and all other investment policies of the Fund may be changed by the Trustees without the approval of shareholders.
The investment techniques and strategies discussed below may be used by the Fund if, in the opinion of the Adviser, the techniques or strategies may be advantageous to the
Fund. The Fund is free to reduce or eliminate its use of any of these techniques or strategies without changing its fundamental policies. There is no assurance that any of the techniques or strategies listed below, or any of the other methods
of investment available to the Fund, will result in the achievement of the Fund’s objective. Also, there can be no assurance that the Fund will grow to, or maintain, an economically viable size, in which case management may determine to
liquidate the Fund at a time that may not be opportune for shareholders.
For purposes of this SAI, the word “invest” refers to the Fund directly and indirectly investing in securities or other instruments. Similarly, when used in this SAI, the word
“investment” refers to the Fund’s direct and indirect investments in securities and other instruments.
Additional information concerning the Fund, its investment policies and techniques, and the securities and financial instruments in which it may invest are set forth below.
Equity-Related Investments
Common Stocks
Common stock represents an ownership interest in a company and usually possesses voting rights and earns dividends. Dividends on common stock are not fixed but are declared at
the discretion of the issuer. Common stock generally represents the riskiest investment in a company. In addition, common stock generally has the greatest appreciation and depreciation potential because increases and decreases in earnings are
usually reflected in a company’s common stock price.
The fundamental risk of investing in common stock is the risk that the value of the stock might decrease. Stock values fluctuate in response to the activities of an individual
company or in response to general market and/or economic conditions. Historically, common stocks have provided greater long-term returns and have entailed greater short-term risks than preferred stocks, fixed-income securities and money market
investments. This may not be true currently or in the future. The market value of all securities, including common stocks, is based upon the market’s perception of value and not necessarily the book value of an issuer or other objective measure
of a company’s worth. If you invest in the Fund, you should be willing to accept the risks of the stock market and should consider an investment in the Fund only as a part of your overall investment portfolio.
Master Limited Partnerships
The Fund may invest in master limited partnerships (“MLPs”), which are publicly traded partnerships primarily engaged in the transportation, storage, processing, refining,
marketing, exploration, production, and mining of minerals and natural resources. Their interests, or units, trade on public securities exchanges exactly like the shares of a corporation, generally without entity level taxation (subject to the
application of certain partnership audit rules). MLPs generally have two classes of owners, one or more general partners and the limited partners (i.e., investors). The general partner typically controls the operations and management of the MLP
through an equity interest in the
MLP plus, in many cases, ownership of common units and subordinated units. Limited partners typically own the remainder of the partnership, through ownership of common units
and have a limited role in the partnership’s operations and management. In certain instances, creditors of an MLP would have the right to seek a return of capital that had been distributed to a limited partner. The right of an MLP’s creditors
would continue even after the Fund had sold its investment in the partnership. MLPs typically invest in real estate, oil and gas equipment leasing assets, but they also finance entertainment, research and development, and other projects.
MLP common units, like other equity securities, can be affected by macroeconomic and other factors affecting the stock market in general, expectations of interest rates,
investor sentiment towards an issuer or certain market sector, changes in a particular issuer’s financial condition, or unfavorable or unanticipated poor performance of a particular issuer (in the case of MLPs, generally measured in terms of
distributable cash flow). Prices of common units of individual MLPs, like the prices of other equity securities, also can be affected by fundamentals unique to the partnership or company, including earnings power and coverage ratios.
Investments in Other Investment Companies or Other Pooled Investments
The Fund may invest in the securities of other registered investment companies to the extent permitted by law and consistent with its respective investment objective. Subject
to applicable regulatory requirements, the Fund may invest in shares of both open- and closed-end registered investment companies (including money market funds and ETFs). The market price for ETF and closed-end fund shares may be higher or
lower than, respectively, the ETF’s and closed-end fund’s NAV. Investing in another investment company exposes the Fund to all the risks of that investment company and, in general, subjects it to a pro rata portion of the other investment
company’s fees and expenses. As a result, an investment by the Fund in an ETF or investment company could cause the Fund’s operating expenses to be higher and, in turn, performance to be lower than if the Fund were to invest directly in the
securities underlying the ETF or investment company. The Fund also may invest in private investment funds, vehicles, or structures.
The Fund may invest in preferred stocks. Preferred stocks include convertible and non-convertible preferred and preference stocks that are senior to common stock. Preferred
stocks are equity securities that are senior to common stock with respect to the right to receive dividends and a fixed share of the proceeds resulting from the issuer’s liquidation. Some preferred stocks also entitle their holders to receive
additional liquidation proceeds on the same basis as holders of the issuer’s common stock, and thus represent an ownership interest in the issuer. Depending on the features of the particular security, holders of preferred stock may bear the
risks disclosed in the Prospectus or this SAI regarding equity or fixed income securities.
Real Estate Investment Trusts (“REITs”)
A REIT is a company that pools investor funds to invest primarily in income producing real estate or real estate related loans or interests. A REIT is not taxed on net income
and net realized gains distributed to its shareholders if, among other things, it distributes substantially all of its taxable income (other than net capital gains) and certain other amounts for each taxable year.
Because REITs have ongoing fees and expenses, which may include management, operating and administration expenses, REIT shareholders, including the Fund, will indirectly bear
a proportionate share of those expenses in addition to the expenses of the Fund. However, such expenses are not considered to be Acquired Fund Fees and Expenses and, therefore, are not reflected as such in the Fund’s fee table.
The Fund also may be subject to certain risks associated with the direct investments of the REITs. REITs may be affected by changes in their underlying properties and by
defaults by borrowers or tenants. Mortgage REITs may be affected by the quality of the credit extended. Furthermore, REITs are dependent on specialized management skills. Some REITs may have limited diversification and may be subject to risks
inherent in financing a limited number of properties. REITs depend generally on their ability to generate cash flow to make distributions to shareholders or unitholders, and may be subject to defaults by borrowers and to self-liquidations. In
addition, the performance of a REIT may be affected by its failure to qualify for tax-free “pass-through” of income under the Code, including regulations thereunder and IRS interpretations or similar authority upon which the Fund may rely, or
its failure to maintain exemption from registration under the Investment Company Act.
The Fund may invest in warrants and rights. Warrants are securities, typically issued with preferred stock or bonds, that give the holder the right to purchase a given number
of shares of common stock at a specified price and time. The price usually represents a premium over the applicable market value of the common stock at the time of the warrant's issuance. Warrants have no voting rights with respect to the
common stock, receive no dividends and have no rights with respect to the assets of the issuer. A stock right is an option given to a shareholder to buy additional shares at a predetermined price during a specified time.
Investments in warrants and rights involve certain risks, including the possible lack of a liquid market for the resale of the warrants and rights, potential price
fluctuations due to adverse market conditions or other factors and failure of the price of the common stock to rise. If the warrant is not exercised within the specified time period, it becomes worthless.
The Fund may invest a portion of its assets in cash or cash equivalents or to maintain liquid assets required in connection with some of the Fund’s investments. These cash
items and other high quality debt securities may include money market instruments, such as securities issued by the U.S. Government and its agencies, bankers’ acceptances, commercial paper, bank certificates of deposit and investment companies
that invest primarily in such instruments.
A derivative is a financial instrument whose value is dependent upon the value of other assets, rates or indices. The Fund will comply with and adhere to all limitations on
the manner and extent in which it effects transactions in derivative instruments (including futures and options on such futures) imposed by the provisions of the Investment Company Act and the rules thereunder. [Additionally, the Adviser has
claimed an exclusion from the definition of the term “commodity pool operator” with respect to the Fund pursuant to Rule 4.5 under the CEA. Therefore, the Adviser is not subject to regulation or registration as a commodity pool operator under
the CEA and the rules of the CFTC.]
Legal and regulatory changes may substantially affect over-the-counter derivatives markets, and such changes may impact the Fund’s use of such instruments. In particular, the
Dodd-Frank Wall Street Reform and Consumer Protection Act, enacted in July 2010, provides for the regulation of the derivatives market, including clearing, margin, reporting and registration requirements. Because the legislation leaves much to
rule making, its ultimate impact remains unclear. New regulations could, among other things, restrict the Fund’s ability to engage in derivatives transactions (for example, by making certain types of derivatives transactions no longer available
to the Fund) and/or increase the costs of such derivatives transactions (for example, by increasing margin or capital requirements), and the Fund may be unable to execute their investment strategy as a result. It is unclear how the regulatory
changes will affect counterparty risk.
An option is a contract that gives the purchaser the option, in return for the premium paid, the right, but not the obligation, to buy from or sell to the writer of the option
at the exercise price during the term of the option or on a specific date, the security, currency, or other instrument underlying the option. The Fund may write call and put options on securities, ETFs or security indexes to seek income or may
purchase or write put or call options for hedging purposes. Options may either be listed on an exchange or traded in over-the-counter markets.
Although not required to do so, the Fund will typically write a call option only if the option is “covered” by the Fund’s holding of a position in the underlying asset or by
other means that would permit immediate satisfaction of the Fund’s obligation as writer of the option. The purchase and writing of options involves certain risks. During the option period, a covered call writer has, in return for the premium on
the option, given up the opportunity to profit from a price increase in the underlying asset above the exercise price, but, as long as its obligation as a writer continues, has retained the risk of loss should the price of the underlying asset
decline. The writer of an option has no control over the time when it may be required to fulfill its obligation as a writer of the option. Once an option writer has received an exercise notice, it cannot effect a closing purchase transaction in
order to terminate its obligation under the option and must deliver (if not cash settled) the underlying asset at the exercise price. If a put or call option purchased by the
Fund is not sold when it has remaining value, and if the market price of the underlying asset, in the case of a put, remains equal to or greater than the exercise price or, in
the case of a call, remains less than or equal to the exercise price, the Fund will lose its entire investment in the option. There can be no assurance that a liquid market will exist when the Fund seeks to close out an option position.
Furthermore, if trading restrictions or suspensions are imposed on the options market, the Fund may be unable to close out a position.
A futures contract is a bilateral agreement to buy or sell a security (or deliver a cash settlement price, in the case of a contract relating to an index or otherwise not
calling for physical delivery at the end of trading in the contracts) for a set price in the future. Futures contracts are designated by boards of trade that have been designated “contracts markets” by the CFTC. No purchase price is paid or
received when the contract is entered into. Instead, the Fund, upon entering into a futures contract (and to maintain the Fund’s open positions in futures contracts), would be required to deposit with its custodian in a segregated account in
the name of the futures commission merchant (“FCM”) an amount of cash, U.S. government securities, suitable money market instruments or liquid, high-grade fixed income securities, known as “initial margin.” The margin required for a particular
futures contract is set by the exchange on which the contract is traded, and may be significantly modified from time to time by the exchange during the term of the contract. Futures contracts are customarily purchased and sold on margin that
may range upward from less than 5% of the value of the contract being traded. By using futures contracts as a risk management technique, given the greater liquidity in the futures market than in the cash market, it may be possible to accomplish
certain results more quickly and with lower transaction costs.
If the price of an open futures contract changes (by increase in the case of a sale or by decrease in the case of a purchase) so that the loss on the futures contract reaches
a point at which the margin on deposit does not satisfy margin requirements, the FCM will require an increase in the margin. However, if the value of a position increases because of favorable price changes in the futures contract so that the
margin deposit exceeds the required margin, the FCM will pay the excess to the Fund. These subsequent payments, called “variation margin,” to and from the FCM, are made on a daily basis as the price of the underlying assets fluctuate, making
the long and short positions in the futures contract more or less valuable, a process known as “marking to market.” When the futures contract is closed out, if the Fund has a loss equal to or greater than the margin amount, then the margin
amount is paid to the FCM along with any loss in excess of the margin amount. If the Fund has a loss of less than the margin amount, the excess margin is returned to the Fund. If the Fund has a gain, then the full margin amount and the amount
of the gain are paid to the Fund and the FCM pays the Fund any excess gain over the margin amount.
The Fund may experience loss on the initial and variation margin deposits in the event of bankruptcy of the FCM with which the Fund has an open position in a futures contract.
The assets of the Fund may not be fully protected in the event of the bankruptcy of the FCM or central counterparty because the Fund might be limited to recovering only a pro rata share of all available funds and margin segregated on behalf of
an FCM’s customers. If the FCM does not provide accurate reporting, the Fund is also subject to the risk that the FCM could use Fund assets, which are held in an omnibus account with assets belonging to the FCM’s other customers, to satisfy its
own financial obligations or the payment obligations of another customer to the central counterparty.
The Fund will incur brokerage fees when it purchases and sells futures contracts. Also, margin deposits must be continuously maintained when a futures contract is outstanding.
Positions taken in the futures markets are not normally held until delivery or cash settlement is required but are instead liquidated through offsetting transactions which may result in a gain or a loss. There can be no assurance, however, that
the Fund will be able to enter into an offsetting transaction with respect to a particular futures contract at a particular time. If the Fund is not able to enter into an offsetting transaction, it will continue to be required to maintain the
margin deposits on the futures contract.
While futures positions taken by the Fund will usually be liquidated in this manner, the Fund may instead make or take delivery of underlying assets whenever it appears
economically advantageous for the Fund to do so. A clearing organization associated with the exchange on which futures are traded assumes responsibility for closing out transactions and guarantees that, as between the clearing members of an
exchange, the sale and purchase obligations will be performed with regard to all positions that remain open at the termination of the contract. If the Fund were unable to liquidate a futures contract or an option on a futures contract position
due to the absence of a liquid secondary market or the imposition of price limits, it could incur substantial losses. The Fund would continue to be subject to
market risk with respect to the position. In addition, except in the case of purchased options, the Fund would continue to be required to make daily variation margin payments.
Securities Index Futures Contracts
Purchases or sales of securities index futures contracts may be used in an attempt to protect the Fund’s current or intended investments from broad fluctuations in securities
prices. A securities index futures contract does not require the physical delivery of securities, but merely provides for profits and losses resulting from changes in the market value of the contract to be credited or debited at the close of
each trading day to the respective accounts of the parties to the contract. On the contract’s expiration date, a final cash settlement occurs, and the futures positions are simply closed out. Changes in the market value of a particular index
futures contract reflect changes in the specified index of securities on which the future is based.
By establishing an appropriate short position in an index future, the Fund may also seek to protect the value of its portfolio against an overall decline in the market for the
securities on which the future is based. Alternatively, in anticipation of a generally rising market, the Fund can seek to avoid losing the benefit of apparently low current prices by establishing a long position in securities index futures and
later liquidating that position as particular securities are in fact acquired. To the extent that these hedging strategies are successful, the Fund will be affected to a lesser degree by adverse overall market price movements than would
otherwise be the case.
Limitations on Purchase and Sale of Futures Contracts
Futures can be volatile instruments and involve certain risks. If the Adviser applies a hedge in the Fund’s portfolio at an inappropriate time or judges market movements
incorrectly, futures strategies may lower the Fund’s return. The Fund could also experience losses if the prices of its futures positions were poorly correlated with its other investments, or if it could not close out its positions because of
an illiquid market.
In general, the Fund will not purchase or sell futures contracts unless either (i) the futures contracts are purchased for “bona fide hedging” purposes (as defined under the
CFTC regulations); or (ii) if purchased for other purposes, (A) the sum of the amounts of initial margin deposits and premiums required to establish such positions on the Fund’s existing futures would not exceed 5% of the liquidation value of
the Fund’s portfolio, or (B) the aggregate net notional value of commodity futures, commodity options contracts, or swaps positions determined at the time the most recent position was established does not exceed 100% of the liquidation value of
the Fund’s portfolio, after taking into account unrealized profits and unrealized losses on any such positions it has entered into.
The Fund may enter into swap agreements. The Fund may enter into equity or equity index swap agreements for purposes of attempting to gain exposure to an index or group of
securities without actually purchasing those securities. Although some swap agreements may be exchange-traded, others are two-party contracts entered into primarily by institutional investors for periods ranging from a day to more than one
year. Most, if not all, swap agreements entered into by the Fund will be two-party contracts.
In such a standard “swap” transaction, two parties agree to exchange the returns (or differentials in rates of return) earned or realized on particular predetermined
investments or instruments. The gross returns to be exchanged or “swapped” between the parties are calculated with respect to a “notional amount,” i.e., the return on or increase in value of a
particular dollar amount invested in a “basket” of securities representing a particular index or group of securities. The use of swaps is a highly specialized activity which involves investment techniques and risks different from those
associated with ordinary portfolio securities transactions.
Most swap agreements entered into by the Fund calculate the obligations of the parties to the agreement on a “net basis.” Consequently, the Fund’s current obligations (or
rights) under a swap agreement will generally be equal only to the net amount to be paid or received under the agreement based on the relative values of the positions held by each party to the agreement (the “net amount”).
Because swap agreements are two-party contracts and because they may have terms of greater than seven days, swap agreements may be considered to be illiquid for purposes of
the Fund’s illiquid investment limitations. However, the
Fund has adopted procedures pursuant to which the Adviser may determine swaps to be liquid under certain circumstances. To the extent that a swap is not liquid, it may not be
possible to initiate a transaction or liquidate a position at an advantageous time or price, which could lead to significant losses. The Fund will not enter into any swap agreement unless the Adviser believes that the other party to the
transaction is creditworthy. The Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. If such a default occurs, the Fund will have
contractual remedies pursuant to the swap agreements, but such remedies may be subject to bankruptcy and insolvency laws which could affect the Fund’s rights as a creditor.
The Fund may enter into swap agreements to invest in a market without owning or taking physical custody of securities in circumstances in which direct investment is restricted
for legal reasons or is otherwise impracticable. The counterparty to any swap agreement will typically be a bank, investment banking firm or broker/dealer. On a long swap, the counterparty will generally agree to pay the Fund the amount, if
any, by which the notional amount of the swap agreement would have increased in value had it been invested in the particular stocks, plus the dividends that would have been received on those stocks.
The Fund will agree to pay to the counterparty a floating rate of interest on the notional amount of the swap agreement plus the amount, if any, by which the notional amount
would have decreased in value had it been invested in such stocks. Therefore, the return to the Fund on any swap agreement will generally be the gain or loss on the notional amount plus dividends on the stocks less the interest paid by the Fund
on the notional amount. As a trading technique, the Adviser may substitute physical securities with a swap agreement having risk characteristics substantially similar to the underlying securities.
Swap agreements typically are settled on a net basis, which means that the two payment streams are netted out, with the Fund receiving or paying, as the case may be, only the
net amount of the two payments. Payments may be made at the conclusion of a swap agreement or periodically during its term. Swap agreements do not involve the delivery of securities or other underlying assets. Accordingly, the risk of loss with
respect to swap agreements is limited to the net amount of payments that the Fund is contractually obligated to make. If the other party to a swap agreement defaults, the Fund’s risk of loss consists of the net amount of payments that the Fund
is contractually entitled to receive, if any.
The swap market has grown substantially in recent years with a large number of banks and investment banking firms acting both as principals and as agents utilizing
standardized swap documentation. As a result, the swap market has become relatively liquid in comparison with the markets for other similar instruments which are traded in the over-the-counter market. The Adviser, under the supervision of the
Board of Trustees, is responsible for determining and monitoring the liquidity of the Fund’s transactions in swap agreements.
Additional Information Regarding Leverage
Certain derivatives involve leverage; that is, the amount invested may be less than the full economic exposure of the derivative instrument, and the Fund could lose more than
the amount invested. The leverage involved in certain derivative transactions may result in the Fund’s NAV being more sensitive to changes in the value of the related investment.
Foreign-Related Investments
Depositary Receipts
The Fund may invest in foreign securities by purchasing sponsored and unsponsored depositary receipts, including American Depositary Receipts (“ADRs”), European Depositary
Receipts (“EDRs”) and Global Depositary Receipts (“GDRs”) or other securities convertible into securities of issuers based in foreign countries. These securities may not necessarily be denominated in the same currency as the securities which
they represent. Generally, ADRs, in registered form, are denominated in U.S. dollars and are designed for use in the U.S. securities markets, GDRs, in bearer form, are issued and designed for use outside the United States and EDRs (also
referred to as Continental Depositary Receipts (“CDRs”)), in bearer form, may be denominated in other currencies and are designed for use in European securities markets. ADRs are receipts typically issued by a U.S. bank or trust company
evidencing ownership of the underlying securities. EDRs are European receipts evidencing a similar arrangement. GDRs are
receipts typically issued by non-United States banks and trust companies that evidence ownership of either foreign or domestic securities. For purposes of the Fund’s
investment policies, ADRs, GDRs and EDRs are deemed to have the same classification as the underlying securities they represent. Thus, an ADR, GDR or EDR representing ownership of common stock will be treated as common stock.
Depositary receipts may reduce some but not eliminate all the risks inherent in investing in the securities of foreign issuers. Depositary receipts are still subject to the
political and economic risks of the underlying issuer’s country and are still subject to foreign currency exchange rate risk. In an unsponsored arrangement, the foreign issuer assumes no obligations and the depositary’s transaction fees are
paid by the depositary holder. Unsponsored depositary receipts may be created without the participation of the foreign issuer. Holders of these receipts generally bear all the costs of the depositary receipt facility, whereas foreign issuers
typically bear certain costs in a sponsored depositary receipt. The bank or trust company depositary of an unsponsored depositary receipt may be under no obligation to distribute shareholder communications received from the foreign issuer or to
pass through voting rights. Accordingly, available information concerning the issuer may not be current, and the prices of unsponsored depositary receipts may be more volatile than the prices of sponsored depositary receipts. In addition, the
issuers of securities underlying unsponsored depositary receipts may be subject to less stringent government supervision. If the Fund’s investment depends on obligations being met by the arranger as well as the issuer of an unsponsored program,
the Fund will be exposed to additional credit risk.
The Fund may invest up to 15% of its net assets in illiquid investments. For this purpose, “illiquid investments” are those that the Fund reasonably expects cannot be sold or
disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment. A repurchase agreement maturing in more than seven days is considered illiquid,
unless it can be terminated after a notice period of seven days or less.
The Adviser also may deem certain securities to be illiquid as a result of the Adviser’s receipt from time to time of material, non-public information about an issuer, which
may limit the Adviser’s ability to trade such securities for the account of any of its clients, including the Fund. In some instances, these trading restrictions could continue in effect for a substantial period of time.
At times, the inability to sell illiquid investments can make it more difficult to determine their fair value for purposes of computing the Fund’s net asset value. The
judgment of the Adviser normally plays a greater role in valuing these securities than in valuing publicly traded securities.
If illiquid investments exceed 15% of the Fund’s net assets after the time of purchase, the Fund will take steps to reduce in an orderly fashion its holdings of illiquid
investments. Because illiquid investments may not be readily marketable, the Adviser may not be able to dispose of them in a timely manner. As a result, the Fund may be forced to hold illiquid investments while their price depreciates.
Depreciation in the price of illiquid investments held by the Fund may cause the NAV of the Fund to decline. An investment that is determined by the Adviser to be liquid may subsequently revert to being illiquid if not enough buyer interest
exists.
The Fund may enter into repurchase agreements with banks and broker-dealers. A repurchase agreement is an agreement under which securities are acquired by the Fund from a
securities dealer or bank subject to resale at an agreed upon price on a later date. The Fund bears a risk of loss in the event that the other party to a repurchase agreement defaults on its obligations and the Fund are delayed or prevented
from exercising its rights to dispose of the collateral securities. Such a default may subject the Fund to expenses, delays, and risks of loss including: (i) possible declines in the value of the underlying security while the Fund seeks to
enforce its rights, (ii) possible reduced levels of income and lack of access to income during this period, and (iii) the inability to enforce its rights and the expenses involved in attempted enforcement.
Repurchase agreements are treated as loans by the SEC staff. The Fund will not enter into repurchase agreements if, as a result, the aggregate amount of the Fund’s loans
exceed 331⁄3% of its total assets.
Reverse Repurchase Agreements
The Fund may use reverse repurchase agreements as part of its investment strategy. Reverse repurchase agreements involve sales by the Fund of portfolio assets concurrently
with an agreement by the Fund to repurchase the same assets at a later date at a fixed price. Generally, the effect of such a transaction is that the Fund can recover all or most of the cash invested in the portfolio securities involved during
the term of the reverse repurchase agreement, while the Fund will be able to keep the interest income associated with those portfolio securities. Such transactions are advantageous only if the interest cost to the Fund of the reverse repurchase
transaction is less than the cost of obtaining the cash otherwise. Opportunities to achieve this advantage may not always be available, and the Fund intends to use the reverse repurchase technique only when the Adviser believes it will be to
the Fund’s advantage to do so.
The Fund may make secured loans of its portfolio securities; however, securities loans will not be made if, as a result, the aggregate amount of all outstanding securities
loans by the Fund exceeds 331⁄3% of its total assets (including the market value of collateral received). For purposes of complying with the Fund’s investment policies
and restrictions, collateral received in connection with securities loans is deemed an asset of the Fund to the extent required by law. The Fund continues to receive dividends or interest, as applicable, on the securities loaned and
simultaneously earns either interest on the investment of the cash collateral or fee income if the loan is otherwise collateralized.
To the extent the Fund engages in securities lending, securities loans will be made to broker-dealers that the Adviser believes to be of relatively high credit standing
pursuant to agreements requiring that the loans continuously be collateralized by cash, liquid securities, or shares of other investment companies with a value at least equal to the market value of the loaned securities. As with other
extensions of credit, the Fund bears the risk of delay in the recovery of the securities and of loss of rights in the collateral should the borrower fail financially. The Fund also bears the entire risk of loss on any reinvested collateral
received in connection with securities lending.
Voting rights or rights to consent with respect to the loaned securities pass to the borrower. The Fund has the right to call loans at any time on reasonable notice. However,
the Fund bears the risk of delay in the return of the security, impairing the Fund’s ability to vote on such matters. The Adviser will retain lending agents on behalf of the Fund based on a percentage of the Fund’s return on its securities
lending. The Fund may also pay various fees in connection with securities loans, including shipping fees and custodian fees. The costs of lending securities are not reflected in the Fund’s Annual Fund Operating Expenses.
Because the Fund is newly organized, it did not engage in any securities lending activity during the most recent fiscal year ended July 31.
A short sale is a transaction in which the Fund sells a security it does not own. To complete such a transaction, the Fund must borrow the security to make delivery to the
buyer. The Fund is then obligated to replace the security borrowed by borrowing the same security from another lender, purchasing it at the market price at the time of replacement or paying the lender an amount equal to the cost of purchasing
the security. The price at such time may be more or less than the price at which the security was sold by the Fund. Until the security is replaced, the Fund is required to repay the lender any dividends it receives, or interest which accrues,
during the period of the loan. To borrow the security, the Fund also may be required to pay a premium, which would increase the cost of the security sold. The net proceeds of the short sale will be retained by the broker, to the extent
necessary to meet margin requirements, until the short position is closed out. The Fund also will incur transaction costs in effecting short sales.
The Fund will incur a loss as a result of a short sale if the price of the security increases between the date of the short sale and the date on which the Fund replaces the
borrowed security. The Fund will realize a gain if the price of the security declines in price between those dates. The amount of any gain will be decreased, and the amount of any loss increased, by the amount of the premium, dividends or
interest the Fund may be required to pay, if any, in connection with a short sale. Short sales may be subject to unlimited losses as the price of a security can rise infinitely.
The Fund, and its service providers, may be prone to operational and information security risks resulting from cyber-attacks. Cyber-attacks include, among other behaviors,
stealing or corrupting data maintained online or digitally, denial of service attacks on websites, the unauthorized release of confidential information or various other forms of cyber security breaches. Cyber-attacks affecting the Fund, the
Adviser, Authorized Participants, the custodian, transfer agent, intermediaries and other third-party service providers may adversely impact the Fund. For instance, cyber-attacks may interfere with the processing of shareholder transactions,
including the ability of Authorized Participants to process transactions, impact the Fund’s ability to calculate NAV, cause the release of private shareholder information or confidential business information, impede trading, subject the Fund to
regulatory fines or financial losses and/or cause reputational damage. The Fund may also incur additional costs for cyber security risk management purposes. While the Fund’s service providers have established business continuity plans, there
are inherent limitations in such plans and systems, including the possibility that certain risks have not been identified. Furthermore, the Fund cannot control the cyber security plans and systems put in place by its service providers or any
other third parties whose operations may affect the Fund or its shareholders. Similar types of cyber security risks are also present for issuers or securities in which the Fund may invest, which could result in material adverse consequences for
such issuers and may cause the Fund’s investments in such companies to lose value.
Beginning in the first quarter of 2020, financial markets in the United States and around the world experienced extreme and in many cases unprecedented volatility and severe
losses due to the global pandemic caused by COVID-19, a novel coronavirus. The pandemic resulted in travel restrictions, closed international borders, enhanced health screenings at ports of entry and elsewhere, disruption of and delays in
healthcare service preparation and delivery, prolonged quarantines, cancellations, supply chain disruptions, and lower consumer demand, as well as general concern and uncertainty. Some sectors of the economy and individual issuers have
experienced particularly large losses. Such disruptions may continue for an extended period of time or reoccur in the future to a similar or greater extent. It is unknown how long circumstances related to the pandemic will persist, whether they
will reoccur in the future, whether efforts to support the economy and financial markets will be successful, and what additional implications may follow from the pandemic. The impact of these events and other epidemics or pandemics in the
future could adversely affect Fund performance.
Additionally, Russia began a large-scale invasion of Ukraine in February 2022, which has led to various countries, including the United States, imposing economic sanctions on
certain Russian individuals and Russian corporate and banking entities, and the value and liquidity of Russian securities and the Russian currency have experienced significant declines. Further, in October 2023 armed conflict broke out between
Israel and the militant group Hamas after Hamas infiltrated Israel’s southern border from the Gaza Strip. Israel has since declared war against Hamas and this conflict has escalated into a greater regional conflict. These and other similar
events could have a severe adverse effect on the applicable region’s economies and more globally, including significant negative impacts on the financial markets for certain securities and commodities, such as oil and natural gas, and thus
could further decrease the value and liquidity of the Fund’s investments. The extent and duration of military action, sanctions and resulting market disruptions are impossible to predict, but could be substantial and prolonged. These and any
related events could significantly impact the Fund’s performance and the value of an investment in the Fund, even beyond any direct exposure the Fund may have to issuers in or around the conflicting geographic regions.
The U.S. Federal Reserve (the “Fed”) has in the past sharply raised interest rates and has signaled an intention to maintain higher interest rates until current inflation
levels re-align with the Fed’s long-term inflation target. Changing interest rate environments impact the various sectors of the economy in different ways. For example, in March 2023, the Federal Deposit Insurance Corporation (“FDIC”) was
appointed receiver for each of Silicon Valley Bank and Signature Bank, the second- and third-largest bank failures in U.S. history, which failures may be attributable, in part, to rising interest rates. Bank failures may have a destabilizing
impact on the broader banking industry or markets generally.
The impact of these developments in the near- and long-term is unknown and could have additional adverse effects on economies, financial markets and asset valuations around
the world.
PORTFOLIO TURNOVER
The Fund’s portfolio turnover may vary from year to year, as well as within a year. The Fund’s portfolio turns over for a variety of reasons. A high portfolio turnover rate
(for example, over 100%) may result in transaction costs to the Fund, including brokerage commissions and other transaction costs. The performance of the Fund could be negatively impacted by the increased costs.
“Portfolio Turnover Rate” is defined under the rules of the SEC as the lesser of the value of the securities purchased or securities sold, excluding all securities whose
maturities at time of acquisition were one year or less, divided by the average monthly value of such securities owned during the year. Based on this definition, instruments with remaining maturities of less than one year are excluded from the
calculation of Portfolio Turnover Rate. Instruments excluded from the calculation of portfolio turnover generally would include futures contracts and option contracts in which the Fund may invest because such contracts generally have a
remaining maturity of less than one year.
The Fund is newly organized and, as of the date of the SAI, has not had any portfolio turnover.
MANAGEMENT OF THE FUND
The business and affairs of the Trust are managed by its officers under the oversight of its Board. The Board sets broad policies for the Trust and may appoint Trust officers.
The Board oversees the performance of the Adviser and the Trust’s other service providers. Each Trustee serves until his or her successor is duly elected or appointed and qualified.
The Board is comprised of three Trustees. One Trustee and certain of the officers of the Trust are directors, officers or employees of the Adviser. The other Trustees are
Independent Trustees. The fund complex includes all funds advised by the Adviser (“Fund Complex”).
The Trustees, their year of birth, term of office and length of time served, their principal business occupations during the past five years, the number of portfolios in the
Fund Complex overseen and other directorships, if any, held by each Trustee, are shown below. The officers, their year of birth, term of office and length of time served and their principal business occupations during the past five years, are
shown below. Unless noted otherwise, the address of each Trustee and each Officer is: c/o 1345 Avenue of the Americas, 33rd Floor, New York, NY 10105.
|
Position(s) Held with Trust
|
Term of Office and Length of Time Served
|
Principal Occupation During Past 5 Years
|
Number of Funds in Fund Complex Overseen by Trustee
|
Other Directorships Held by
Trustee During Past 5 Years
|
|
Stephen J. Posner YOB: 1944
|
Trustee
|
|
|
6
|
Director, TrimTabs Investment Research (2016-2017)**
|
David A. Kelly YOB: 1938
|
Trustee
|
|
Founder and President, Three Lakes Advisors, Inc. (1996-present).
|
6
|
|
|
Position(s) Held with Trust
|
Term of Office and Length of Time Served
|
Principal Occupation During Past 5 Years
|
Number of Funds in Fund Complex Overseen by Trustee
|
Other Directorships Held by
Trustee During Past 5 Years
|
|
Jacob Pluchenik YOB: 1976
|
Trustee, President and Principal Executive Officer
|
Trustee since 2021; President and Principal Executive Officer since November 2022.
|
Managing Member, GF Investments (2005-present); Member, FCF Advisors LLC (2016-present).
|
6
|
None
|
|
* |
Mr. Pluchenik is considered an “interested person,” as defined by the Investment Company Act, because of his ownership interest in the Adviser.
|
|
** |
TrimTabs Investment Research does not control, and is not controlled by or under common control with, the Adviser.
|
|
Position(s) Held with Trust
|
Term of Office and Length of Time Served
|
Principal Occupation During Past 5 Years
|
|
Chief Compliance Officer and Anti-Money Laundering Officer
|
Chief Compliance Officer and Anti-Money Laundering Officer since 2019; Vice President (2018-2019)
|
Chief Operating & Compliance Officer, FCF Advisors LLC (2019- present), and Vice President, Marketing and Operations (2017-2019); Lead Generation Associate,
SinglePlatform (2017-2017); Internal Control Associate, Maxim Group LLC, (2013-2017)
|
Vince (Qijun) Chen
YOB: 1994
|
Vice President, Treasurer, and Principal Financial Officer
|
Since 2019
|
Director of Research, FCF Advisors LLC (2022-present), Portfolio Manager (2021-present) and Quantitative Analyst (2017-present) and Portfolio Manager (2021-present); Application
Developer, NYC Human Resources Administration (2017-2017)
|
Additional Information About the Trustees
The following provides information additional to that set forth in the table above regarding other relevant qualifications, experience, attributes or skills applicable to each
Trustee.
Stephen J. Posner: Mr. Posner has extensive experience in the securities industry, having served as a general
securities representative, registered options principal, and general securities sales supervisor of a broker-dealer.
David A. Kelly: Mr. Kelly has extensive experience in the investment management industry, including as founder and
president of an investment adviser.
Jacob Pluchenik: Mr. Pluchenik has played a lead role in numerous investments on behalf of the GF Family Office. He
has extensive experience in the investment management industry, including through his ownership interest in, and significant involvement with, the Adviser.
The Board has determined that each Trustee on an individual basis and in combination with the other Trustees is qualified to serve, and should serve, on the Board. To make
this determination the Board considered a variety of criteria, none of which in isolation was controlling. Among other things, the Board considered each Trustee’s experience, qualifications, attributes and skills.
Mr. Pluchenik is considered to be an Interested Trustee and serves as Chairman of the Board. The Chairman’s responsibilities include: setting an agenda for each meeting of the
Board; presiding at all meetings of the Board and, if present, meetings of the Independent Trustees; and, serving as a liaison between the other Trustees, Trust officers, management personnel and counsel. The Board believes that having an
interested Chairman, who is familiar with the Adviser and its operations, while also having two-thirds of the Board composed of Independent Trustees, strikes an appropriate balance that allows the Board to benefit from the insights and
perspective of a representative of management while empowering the Independent Trustees with the ultimate decision-making authority. The Board has not appointed a lead Independent Trustee at this time. The Board does not believe that an
independent Chairman or lead Independent Trustee would enhance the Board’s effectiveness, as the relatively small size of the Board allows for diverse viewpoints to be shared and for effective communications between and among Independent
Trustees and management so that meetings proceed efficiently. Independent Trustees have effective control over the Board’s agenda because they form a majority of the Board and can request presentations and agenda topics at Board meetings.
The Board normally holds four regularly scheduled meetings each year. The Board may hold special meetings, as needed, either in person or by telephone, to address matters
arising between regular meetings. The Board of the Trust met four times during the fiscal year ended July 31, 2023.
The Board will conduct a self-assessment on an annual basis, as part of which it considers whether the structure of the Board and its Committees is appropriate under the
circumstances. Based on such self-assessment, among other things, the Board will consider whether its current structure is appropriate. As part of this self-assessment, the Board will consider several factors, which may include the number of
funds overseen by the Board, their investment objectives, and the responsibilities entrusted to the Adviser and other service providers with respect to the oversight of the day-to-day operations of the Trust and the Fund.
The Board sets broad policies for the Trust and may appoint Trust officers. The Board oversees the performance of the Adviser and the Trust’s other service providers. As part
of its oversight function, the Board monitors the Adviser’s risk management, including, as applicable, its management of investment, compliance and operational risks, through the receipt of periodic reports and presentations. The Board has not
established a standing risk committee. Rather, the Board relies on Trust officers, advisory personnel and service providers to manage applicable risks and report exceptions to the Board in order to enable it to exercise its oversight
responsibility. To this end, the Board receives reports from such parties at least quarterly, including, but not limited to, investment and/or performance reports, distribution reports, Rule 12b-1 reports, valuation and internal controls
reports. Similarly, the Board receives quarterly reports from the Trust’s chief compliance officer (“CCO”), including, but not limited to, a report on the Trust’s compliance program, and the Independent Trustees have an opportunity to meet
separately each quarter with the CCO. The CCO typically provides the Board with updates regarding the Trust’s compliance policies and procedures, including any enhancements to them. The Board expects all parties, including, but not limited to,
the Adviser, other service providers and the CCO, to inform the Board on an intra-quarter basis if a material issue arises that requires the Board’s oversight.
The Board generally exercises its oversight as a whole, but has delegated certain oversight functions to an Audit Committee. The function of the Audit Committee is discussed
in detail below.
The Board currently has four standing committees: an Audit Committee, a Valuation Committee, a Nominating Committee and a Qualified Legal Compliance Committee. Each
Independent Trustee serves on each of these committees, except for the Valuation Committee, which is comprised of the officers of the Trust.
The purposes of the Audit Committee are to: (1) oversee generally the Fund’s accounting and financial reporting policies and practices, its internal controls and, as
appropriate, the internal controls of certain service providers; (2)
oversee the quality, integrity, and objectivity of the Fund’s financial statements and the independent audit thereof; (3) assist the full Board with its oversight of the
Trust’s compliance with legal and regulatory requirements that relate to the Fund’s accounting and financial reporting, internal controls and independent audits; (4) approve, prior to appointment, the engagement of the Trust’s independent
auditors and, in connection therewith, to review and evaluate the qualifications, independence and performance of the Trust’s independent auditors; and (5) act as a liaison between the Trust’s independent auditors and the full Board. During the
fiscal year ended July 31, 2023, the Audit Committee met four times.
The Valuation Committee is responsible for the following: (1) monitoring the valuation of Fund securities and other investments; and (2) as required, when the Board is not in
session, determining the fair value of illiquid investments and other holdings after consideration of all relevant factors, which determinations are reported to the Board. The Valuation Committee meets as necessary when a price for a portfolio
security is not readily available. During the fiscal year ended July 31, 2023, the Valuation Committee met four times.
The purposes of the Nominating Committee are, among other things, to: (1) identify and recommend for nomination candidates to serve as Trustees and/or on Board committees who
are not “interested persons” as defined in Section 2(a)(19) of the Investment Company Act (“Interested Person”) of the Trust and who meet any independence requirements of Exchange Rule 5.3(k)(1) or the applicable rule of any other exchange on
which shares of the Trust are listed; (2) evaluate and make recommendations to the full Board regarding potential trustee candidates who are Interested Persons of the Trust; and (3) review periodically the workload and capabilities of the
Trustees and, as the Committee deems appropriate, to make recommendations to the Board if such a review suggests that changes to the size or composition of the Board and/or its committees are warranted. The Committee will generally not consider
potential candidates for nomination identified by shareholders. The Nominating Committee did not meet during the fiscal year ended July 31, 2023.
The purpose of the Qualified Legal Compliance Committee is to evaluate and recommend resolutions to reports from attorneys servicing the Trust regarding evidence of material
violations of applicable federal and state law or the breach of fiduciary duties under applicable federal and state law by the Trust or an employee or agent of the Trust. The Qualified Legal Compliance Committee did not meet during the fiscal
year ended July 31, 2023.
The Independent Trustees determine the amount of compensation that they receive. In determining compensation for the Independent Trustees, the Independent Trustees take into
account a variety of factors including, among other things, their collective significant work experience (e.g., in business and finance, government or academia). The Independent Trustees also recognize
that these individuals’ advice and counsel are in demand by other organizations, that these individuals may reject other opportunities because of the time demands of their duties as Independent Trustees, and that they undertake significant
legal responsibilities. The Independent Trustees also consider the compensation paid to independent board members of other registered investment company complexes of comparable size.
All Trustees are reimbursed for their travel expenses and other reasonable out-of-pocket expenses incurred in connection with attending Board meetings. The Trust does not
accrue pension or retirement benefits as part of the Fund’s expenses, and Trustees are not entitled to benefits upon retirement from the Board. The Trust’s officers and the interested Trustees receive no compensation directly from the Trust.
The table shows the total compensation paid to the Trustees for the Fund Complex for the fiscal year ended July 31, 2023:
|
Aggregate Compensation from the Fund*
|
|
Total Compensation for the Fund Complex Paid to Trustees*
|
|
N/A
|
$0
|
$18,000
|
|
N/A
|
$0
|
$18,000
|
|
|
* |
Pursuant to the terms of its investment advisory agreement with respect to the Fund, the Adviser bears all of its own costs associated with providing advisory services and all the expenses of the Fund
(excluding certain items, as provided in the investment advisory agreement), including Trustee compensation.
|
Fund Shares Owned by Trustees
Prior to the date of this SAI, the Fund had not commenced operations and, therefore, the Trustees did not own any Shares. The table below shows the dollar range of equity
securities in the entire Fund Complex beneficially owned by each Trustee as of December 31, 2023:
Trustee
|
Aggregate Dollar Range of Equity Securities in the Fund
|
Aggregate Dollar Range of Equity Securities in all Funds Overseen Within the Fund Complex
|
Stephen J. Posner
|
N/A
|
[$0]
|
David A. Kelly
|
N/A
|
[$0]
|
Jacob Pluchenik
|
N/A
|
[Over $100,000]
|
[As of December 31, 2023, none of the Independent Trustees or their immediate family members beneficially owned any securities in any investment adviser or principal
underwriter of the Trust, or in any person (other than a registered investment company) directly or indirectly controlling, controlled by, or under common control with an investment adviser or principal underwriter of the Trust.]
[As of [________], 2024, each Trustee and the executive officers of the Trust individually, and collectively as a group, owned less than 1% of the outstanding shares of the
Fund.]
The Board, on behalf of the Trust, has adopted a Code of Ethics pursuant to Rule 17j-1 under the Investment Company Act. In addition, the Adviser has adopted a Code of Ethics
pursuant to Rule 17j-1. These Codes of Ethics (the “Codes of Ethics”) apply to the personal investing activities of trustees, directors, officers and certain employees (“access persons”). Rule 17j-1 and the Codes of Ethics are designed to
prevent unlawful practices in connection with the purchase or sale of securities by access persons. Under the Codes of Ethics, access persons are permitted to engage in personal securities transactions, but are required to report their personal
securities transactions for monitoring purposes. In addition, certain access persons are required to obtain approval before investing in private placements and are prohibited from investing in initial public offerings. Copies of the Codes of
Ethics are on file with the SEC, and are available to the public.
The Board has delegated to the Adviser the responsibility to vote proxies related to the securities held in the Fund’s portfolio. Under this authority, the Adviser is required
by the Board to vote proxies related to portfolio securities in the best interests of the Fund and its shareholders. The Adviser will vote such proxies in accordance with its proxy policies and procedures, which are included in Appendix A to
this SAI. The Board will periodically review the Fund’s proxy voting record.
The Trust annually discloses its complete proxy voting record on Form N-PX. The Trust’s most recent Form N-PX is available without charge, upon request, by calling
800-617-0004. The Trust’s Form N-PX is available on the SEC’s website at www.sec.gov.
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
A principal shareholder is any person who owns of record or beneficially 5% or more of the outstanding shares of the Fund. A control person is one who owns beneficially or
through controlled companies more than 25% of the voting securities of a company or acknowledges the existence of control. Shareholders with a controlling interest could affect the outcome of voting or the direction of management of the Fund.
Prior to the date of this SAI, the Fund had no Shares outstanding.
INVESTMENT MANAGEMENT AND OTHER SERVICES
Investment Advisory Agreement
FCF Advisors LLC is the investment adviser to the Fund. Under an investment advisory agreement between the Adviser and the Trust, on behalf of the Fund (“Management
Agreement”), the Fund pays the Adviser a fee of [__]% at an annualized rate, which is calculated daily and paid monthly, based on its average daily net assets.
The Adviser has not been paid any advisory fees as of the date of this SAI.
The Adviser manages the investment and the reinvestment of the assets of the Fund in accordance with the investment objectives, policies, and limitations of the Fund, subject
to the general supervision and control of the Board. The Adviser is a registered investment adviser under the Investment Advisers Act and is a limited liability corporation organized under the laws of Delaware. The address of the Adviser is
1345 Avenue of the Americas, 33rd Floor, New York, NY 10105. The Adviser was founded in 2005 and provides investment advisory services to registered investment companies and separately managed accounts. As of June 30, 2023, the Adviser managed
approximately $367.5 million. Since 2015, the Glick family has held a controlling interest in the Adviser through ownership of one or more entities holding a majority of the membership units in the Adviser.
The Adviser bears all of its own costs associated with providing these advisory services. In addition, in consideration of the fees paid with respect to the Fund, the Adviser
shall pay all expenses of the Fund, except for the fee payment under the Management Agreement, payments under the Fund's Rule 12b-1 plan, brokerage expenses, acquired fund fees and expenses, taxes, interest (including borrowing costs and
dividend expenses on securities sold short), litigation expense and other extraordinary expenses (including litigation to which the Trust or the Fund may be a party and indemnification of the Trustees and officers with respect thereto) (the
“unified fee”).
The Management Agreement provides that the Adviser will not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with the
matters to which the Management Agreement relates, but will be liable to the Trust and its shareholders only for willful misfeasance, bad faith, or gross negligence on its part in the performance of its duties or from reckless disregard of its
obligations or duties thereunder.
The Management Agreement also provides that the Adviser may engage in other businesses, devote time and attention to any other business whether of a similar or dissimilar
nature, and render investment advisory services to others.
The Management Agreement for the Fund provides that it may be terminated at any time, without the payment of any penalty, by the Board of Trustees or, with respect to the
Fund, by a majority of the outstanding Shares, on 60 days’ written notice to the Adviser, and by the Adviser upon 60 days’ written notice and that it shall be automatically terminated if it is assigned.
Transfer Agent and Fund Accounting Agent
U.S. Bancorp Fund Services, LLC doing business as U.S. Bank Global Fund Services (“Fund Services”), located at 615 East Michigan Street, Milwaukee, Wisconsin 53202, serves as
transfer agent for the Fund pursuant to a transfer agent servicing agreement (the “Transfer Agent Servicing Agreement”) and as fund accounting agent pursuant to a fund accounting servicing agreement (the “Fund Accounting Servicing Agreement”).
As compensation for these services, Fund Services receives certain out-of-pocket costs, transaction fees and asset-based fees which are accrued daily and paid monthly by the Adviser from its fees pursuant to the Adviser’s unified fee
arrangement with the Fund.
Fund Services, located at 615 East Michigan Street, Milwaukee, Wisconsin 53202, also serves as the administrator for the Fund pursuant to a fund administration servicing
agreement (the “Fund Administration Servicing Agreement”).
Under the Fund Administration Servicing Agreement, Fund Services is obligated, on a continuous basis, to provide such administrative services as the Board reasonably deems
necessary for the proper administration of the Trust. Fund Services generally will assist in many aspects of the Trust’s and the Fund’s operations, including accounting, bookkeeping and record keeping services (including, without limitation,
the maintenance of such books and records as are required under the Investment Company Act and the rules thereunder, except as maintained by other agents), assisting in preparing reports to shareholders or investors, assisting in the
preparation and filing of tax returns, supplying financial information and supporting data for reports to and filings with the SEC, and supplying supporting documentation for meetings of the Board. Pursuant to the Agreement, the Trust has
agreed to indemnify Fund Services for certain liabilities, including certain liabilities arising under the federal securities laws, unless such loss or liability results from gross negligence, bad faith or willful misconduct in the performance
of its duties. As compensation for these services, Fund Services receives certain out-of-pocket costs, transaction fees and asset-based fees which are accrued daily and paid monthly by the Adviser from its fees pursuant to the Adviser’s unified
fee arrangement with the Fund.
Because the Fund is newly organized, it did not pay any fees to Fund Services and U.S. Bank for administration and fund accounting services during the most recent fiscal year
ended July 31.
U.S. Bank, N.A. (“Custodian”), located at 1555 N. RiverCenter Drive, Suite 302, Milwaukee, Wisconsin 53212, serves as the custodian for the Fund pursuant to a custody
agreement (the “Custody Agreement”). The Custodian holds the Fund’s assets, among other duties. Under the Custody Agreement, the Custodian is also authorized to appoint certain foreign custodians for Fund investments outside of the United
States.
PORTFOLIO TRANSACTIONS AND BROKERAGE
Portfolio changes will generally be implemented through in-kind transactions for Creation Units; however, the Adviser may execute brokerage transactions for the Fund and the
Fund may incur brokerage commissions, particularly during the early stages of the Fund’s development or in the case of transactions involving realized losses. Also, the Fund may accept cash as part or all of an In-Kind Creation or Redemption
Basket, in which case the Adviser may need to execute brokerage transactions for the Fund. Generally, equity securities, including securities of underlying ETFs, are bought and sold through brokerage transactions for which commissions are
payable. Purchases from underwriters will include the underwriting commission or concession, and purchases from dealers serving as market makers will include a dealer’s mark-up or reflect a dealer’s mark-down. Money market securities and other
debt securities are usually bought and sold directly from the issuer or an underwriter or market maker for the securities. Generally, the Fund will not pay brokerage commissions for such purchases. When a debt security is bought from an
underwriter, the purchase price will usually include an underwriting commission or concession. The purchase price for securities bought from dealers serving as market makers will similarly include the dealer’s mark-up or reflect a dealer’s
mark-down. When the Fund executes transactions in the over-the-counter market, it will generally deal with primary market makers unless prices that are more favorable are otherwise obtainable.
In addition, the Adviser may place a combined order, often referred to as “bunching,” for two or more accounts it manages, including the Fund, engaged in the purchase or sale
of the same security or other instrument if, in its judgment, joint execution is in the best interest of each participant and will result in best price and execution. Transactions involving commingled orders are allocated in a manner deemed
equitable to each account, including the Fund. Although it is recognized that, in some cases, the joint execution of orders could adversely affect the price or volume of the security that a particular account or the Fund may obtain, it is the
opinion of the Adviser and the Board that the advantages of combined orders outweigh the possible disadvantages of separate transactions. In addition, in some instances effecting the larger portion of a combined order for an account may not
benefit to the same extent as participants effecting smaller portions of the combined order. Nonetheless, the Adviser believes that the ability of the Fund to participate in higher volume transactions will generally be beneficial to the Fund.
Because the Fund is newly organized, it did not pay any brokerage commissions during the most recent fiscal year ended July 31.
The Trust does not expect to use one particular broker-dealer to effect the Trust’s portfolio transactions. When one or more broker-dealers is believed capable of providing
the best combination of price and execution, the Adviser may not select a broker-dealer based on the lowest commission rate available for a particular transaction. In such cases, the Adviser may pay a higher commission than otherwise obtainable
from other brokers in return for brokerage or research services provided to the Adviser consistent with Section 28(e) of the 1934 Act, which provides that the Adviser may cause the Fund to pay a broker-dealer a commission for effecting a
transaction in excess of the amount of commission another broker-dealer would have charged as long as the Adviser makes a good faith determination that the amount of commission is reasonable in relation to the value of the brokerage and
research services provided by the broker-dealer. To the extent the Adviser obtains brokerage and research services that it otherwise would acquire at its own expense, the Adviser may have an incentive to place a greater volume of transactions
or pay higher commissions than would otherwise be the case.
The Adviser will only obtain brokerage and research services from broker-dealers in arrangements that are consistent with Section 28(e) of the 1934 Act. The types of products
and services that the Adviser may obtain from broker-dealers through such arrangements will include research reports and other information on the economy, industries, sectors, groups of securities, individual companies, statistical information,
political developments, technical market action, pricing and appraisal services, credit analysis, risk measurement analysis, performance and other analysis. The Adviser may use products and services provided by brokers in servicing all of its
client accounts and not all such products and services may necessarily be used in connection with the account that paid commissions to the broker-dealer providing such products and services. Any advisory or other fees paid to the Adviser are
not reduced as a result of the receipt of brokerage and research services.
In some cases, the Adviser may receive a product or service from a broker that has both a “research” and a “non-research” use. When this occurs, the Adviser will make a good
faith allocation between the research and non-research uses of the product or service. The percentage of the service that is used for research purposes may be paid for with brokerage commissions, while the Adviser will use its own funds to pay
for the percentage of the service that is used for non-research purposes. In making this good faith allocation, the Adviser faces a potential conflict of interest, but the Adviser believes that its allocation procedures are reasonably designed
to appropriately allocate the anticipated use of such products and services to research and non-research uses.
Brokerage with Fund Affiliates
Although not expected, the Fund may execute brokerage or other agency transactions through registered broker-dealer affiliates of the Fund, the Adviser or the Distributor for
a commission in conformity with the Investment Company Act, the 1934 Act and rules promulgated by the SEC. Under the Investment Company Act and the 1934 Act, affiliated broker-dealers are permitted to receive and retain compensation for
effecting portfolio transactions for the Fund on an exchange if a written contract is in effect between the affiliate and the Fund expressly permitting the affiliate to receive and retain such compensation. These rules further require that
commissions paid to the affiliate by the Fund for exchange transactions not exceed “usual and customary” brokerage commissions. The rules define “usual and customary” commissions to include amounts that are “reasonable and fair compared to the
commission, fee or other remuneration received or to be received by other brokers in connection with comparable transactions involving similar securities being purchased or sold on a securities exchange during a comparable period of time.” The
Board, including those who are not “interested persons” of the Fund, has adopted procedures for evaluating the reasonableness of commissions paid to affiliates and reviews these procedures periodically.
Securities of “Regular Broker-Dealers”
The Fund is required to identify any securities of its “regular brokers and dealers” (as such term is defined in the Investment Company Act) that the Fund may hold at the
close of its most recent fiscal year. “Regular brokers and dealers” of the Trust are the ten brokers or dealers that, during the most recent fiscal year: (i) received the greatest dollar amounts of brokerage commissions from the Trust’s
portfolio transactions; (ii) engaged as principal in the largest dollar amounts of portfolio transactions of the Trust; or (iii) sold the largest dollar amounts of the Trust’s shares.
Because the Fund is newly organized, it did not hold any securities of its “regular broker dealers” during the most recent fiscal year ended July 31.
PORTFOLIO MANAGER
The following table provides information about other accounts managed by the portfolio manager who has day-to-day responsibility for management of the Fund’s portfolio. The
reporting information is provided as of [______], 2024. Unless otherwise indicated, none of these accounts has an advisory fee based on the performance of the account.
Portfolio Manager
|
Registered Investment Companies
|
Other Pooled Investment Vehicles
|
Other Accounts
|
Performance Fee Accounts
|
Number of Accounts
|
Total Assets (in millions)
|
Number of Accounts
|
Total Assets (in millions)
|
Number of Accounts
|
Total Assets (in millions)
|
Number of Accounts
|
Total Assets
(in millions)
|
[____]
|
[_]
|
$[_]
|
[_]
|
$[_]
|
[_]
|
$[_]
|
[_]
|
$[_]
|
Potential Conflicts of Interest
The portfolio manager’s management of “other accounts” may give rise to potential conflicts of interest in connection with [his/her] management of the Fund’s investments, on
the one hand, and the investments of the other accounts, on the other. The other accounts may have the same investment objective as the Fund. Therefore, a potential conflict of interest may arise as a result of the identical investment
objectives, whereby the portfolio manager could favor one account over another. Another potential conflict could include a portfolio manager’s knowledge about the size, timing and possible market impact of Fund trades, whereby the portfolio
manager could use this information to the advantage of other accounts and to the disadvantage of the Fund.
The Adviser has established policies and procedures to ensure that the purchase and sale of securities among all accounts it manages are fairly and equitably allocated. There
can be no assurance that these policies and procedures will be effective, however.
The portfolio manager receives a fixed salary and is eligible for a bonus, which is based on the profitability of the Adviser and the performance of the Fund. Thus, portfolio
manager compensation is aligned with the interests of the Adviser’s clients, including the Fund and its investors.
Portfolio Manager's Ownership in the Fund
The portfolio manager did not own any Shares of the Fund as of the date of this SAI because the Fund had not yet commenced operations.
THE DISTRIBUTOR
Quasar Distributors, LLC (the “Distributor”), a registered broker-dealer and member of the Financial Industry Regulatory Authority ("FINRA"), serves as the distributor of
Creation Units for the Fund on an agency basis. The Trust has entered into a Distribution Agreement, (“Distribution Agreement”), under which the Distributor, as agent, receives orders from Authorized Participants to create and redeem shares in
Creation Unit aggregations and transmits such orders to the Custodian and Fund Services. The Distributor’s principal address is Three Canal Plaza, Suite 100, Portland, ME 04101. Shares will be continuously offered for sale on a best efforts
basis by the Trust through the Distributor only in whole Creation Units, as described in the section of this SAI entitled “Transactions in Creation Units.” The Distributor also acts as an agent for the Trust for those activities described
within the Distribution Agreement. The Distributor will deliver a prospectus to Authorized Participants purchasing Shares in Creation Units and will maintain records of both orders placed with it and confirmations of acceptance furnished by it
to Authorized Participants. The Distributor and its officers have no role in determining the investment policies of the Fund or which securities are to be purchased or sold by the Fund. No compensation is payable by the
Trust to the Distributor for such distribution services. However, the Adviser has entered into an agreement with the Distributor under which it makes payments to the
Distributor in consideration for its services under the Distribution Agreement. The payments made by the Adviser to the Distributor do not represent an additional expense to the Trust or its shareholders.
The Trust has adopted a Distribution Plan (the “Plan”) in accordance with the provisions of Rule 12b-1 under the Investment Company Act, which regulates circumstances under
which an investment company may directly or indirectly bear expenses relating to the distribution of its shares. There is no current intention to charge such fees pursuant to the Plan. Continuance of the Plan must be approved annually by a
majority of the Trustees and by a majority of the independent Trustees who have no direct or indirect financial interest in the Plan or in any agreements related to the Plan (“Qualified Trustees”). The Plan requires that quarterly written
reports of amounts spent under the Plan and the purposes of such expenditures be furnished to and reviewed by the Trustees. The Plan may not be amended to increase materially the amount that may be spent thereunder without approval by a
majority of the outstanding shares of any class of the Fund that is affected by such increase. All material amendments of the Plan will require approval by a majority of the Trustees of the Trust and of the Qualified Trustees.
The Plan provides that Shares pay the Distributor an annual fee of up to a maximum of 0.25% of the average daily net assets of the Shares. Under the Plan, the Distributor may
make payments pursuant to written agreements to financial institutions and intermediaries such as banks, savings and loan associations and insurance companies including, without limit, investment counselors, broker-dealers and the Distributor’s
affiliates and subsidiaries (collectively, “Agents”) as compensation for services and reimbursement of expenses incurred in connection with distribution assistance. The Plan is characterized as a compensation plan since the distribution fee
will be paid to the Distributor without regard to the distribution expenses incurred by the Distributor or the amount of payments made to other financial institutions and intermediaries. The Distributor does not retain 12b-1 fees for profit,
but instead keeps any excess (if applicable) in retention for future distribution related expenses. The Adviser pays the Distributor a fee for certain distribution related services. The Trust intends to operate the Plan in accordance with its
terms and with FINRA rules concerning sales charges.
Under the Plan, subject to the limitations of applicable law and regulations, the Fund is authorized to compensate the Distributor up to the maximum amount to finance any
activity primarily intended to result in the sale of Creation Units of the Fund or for providing or arranging for others to provide shareholder services and for the maintenance of shareholder accounts. Such activities may include, but are not
limited to: (i) delivering copies of the Fund’s then-current reports, prospectuses, notices, and similar materials, to prospective purchasers of Creation Units; (ii) marketing and promotional services, including advertising; (iii) paying the
costs of and compensating others, including Authorized Participants with whom the Distributor has entered into written Authorized Participant Agreements, for performing shareholder servicing on behalf of the Fund; (iv) compensating certain
Authorized Participants for providing assistance in distributing the Creation Units of the Fund, including the travel and communication expenses and salaries and/or commissions of sales personnel in connection with the distribution of the
Creation Units of the Fund; (v) payments to financial institutions and intermediaries such as banks, savings and loan associations, insurance companies and investment counselors, broker-dealers, mutual fund supermarkets and the affiliates and
subsidiaries of the Trust’s service providers as compensation for services or reimbursement of expenses incurred in connection with distribution assistance; (vi) facilitating communications with beneficial owners of Shares, including the cost
of providing (or paying others to provide) services to beneficial owners of shares, including, but not limited to, assistance in answering inquiries related to shareholder accounts, and (vi) such other services and obligations as are set forth
in the Distribution Agreement.
Payments to Financial Intermediaries
The Adviser or another affiliate of the Fund, out of its own resources, may provide compensation to financial intermediaries. Such compensation is sometimes referred to as
“revenue sharing.” Compensation received by a financial intermediary from the Adviser or another affiliate of the Fund may include payments for shareholder servicing, marketing and/or training expenses incurred by the financial intermediary,
including expenses incurred by the financial intermediary in educating its salespersons with respect to Shares. For example, compensation may be paid to make Shares available to sales representatives and/or customers of a fund supermarket
platform or a similar program, such as a model portfolio, and for services provided in connection with such fund supermarket platforms
and programs. Such compensation may also include payments for access to a financial intermediary’s sales force or management, as well as access to conferences or other
educational seminars held by a financial intermediary or its affiliates relating directly or indirectly to the Fund. It may also cover costs incurred by financial intermediaries in connection with their efforts to sell Shares, including costs
incurred in compensating registered sales representatives and preparing, printing and distributing sales literature.
The amount of compensation paid to different financial intermediaries may vary. The compensation paid to a financial intermediary may be based on a variety of factors,
including average net assets attributable to the financial intermediary, which may be based on assets under management or other similar metrics, gross sales by the financial intermediary and/or the number of accounts serviced by the financial
intermediary that invest in the Fund.
Any compensation received by a financial intermediary will create a conflict of interest by providing the financial intermediary with an incentive to (i) recommend Shares over
other potential investments and/or (ii) elevate the prominence of the Fund within its organization by, for example, placing it on a list of preferred funds and/or in model portfolios. Please contact your salesperson, adviser, broker or other
investment professional for more information regarding any such payments or incentives that his or her intermediary firm may receive.
ACCOUNTING AND LEGAL SERVICE PROVIDERS
Independent Registered Public Accounting Firm
[_________], located at [______________], serves as the independent auditor to the Fund.
Legal Counsel
Stradley Ronon Stevens & Young LLP, located at 2005 Market Street, Suite 2600, Philadelphia, Pennsylvania, 19103, serves as legal counsel to the Fund.
ADDITIONAL INFORMATION CONCERNING SHARES
Organization and Description of Shares of Beneficial Interest
The Trust is a Delaware statutory trust and registered open-end investment company. The Trust was organized on April 2, 2014 and has authorized capital of unlimited Shares of
beneficial interest of no par value that may be issued in more than one class or series. The Trust consists of five series, including the Fund.
Under Delaware law, the Trust is not required to hold an annual shareholders meeting if the Investment Company Act does not require such a meeting. Generally, there will not
be annual meetings of Trust shareholders, but if requested in writing by shareholders of at least 25% of the outstanding Shares of the Fund, the Trust will call a meeting of shareholders of the Fund.
All Shares are freely transferable. Shares will not have preemptive rights or cumulative voting rights, and none of the Shares will have any preference to conversion,
exchange, dividends, retirements, liquidation, redemption, or any other feature. Shares have equal voting rights except that in a matter affecting only a particular Fund, only Shares of that fund may be entitles to vote on the matter. The Trust
Instrument confers upon the Board the power, by resolution, to alter the number of Shares constituting a Creation Unit or to specify that Shares may be individually redeemable. The Trust reserves the right to adjust the stock prices of Shares
to maintain convenient trading ranges for investors. Any such adjustments would be accomplished through stock splits or reverse stock splits that would have no effect on the value of an investor’s investment in the Fund.
The Trust Instrument of the Trust disclaims liability of the shareholders or the officers of the Trust for acts or obligations of the Trust that are binding only on the assets
and property of the Trust. The Trust Instrument provides for indemnification out of the Fund’s property for all loss and expense of the Fund’s shareholders being held personally liable solely by reason of his or her being or having been a
shareholder and not because of his or her acts or omissions or for some other reason. The risk of a Trust shareholder incurring financial loss on account of shareholder liability is limited to circumstances in which the Fund itself would not be
able to meet the Trust’s obligations and this risk should be considered remote.
If the Fund does not grow to a size to permit it to be economically viable, the Fund may cease operations. In such an event, shareholders may be required to liquidate or
transfer their Shares at an inopportune time and shareholders may lose money on their investment.
Book Entry Only System
The following information supplements and should be read in conjunction with the section in the Prospectus entitled “Book Entry.”
DTC acts as Securities Depository for Shares. Shares are represented by securities registered in the name of DTC or its nominee and deposited with, or on behalf of, DTC.
DTC, a limited purpose trust company, was created to hold securities of its participants (the “DTC Participants”) and to facilitate the clearance and settlement of securities
transactions among the DTC Participants in such securities through electronic book entry changes in accounts of the DTC Participants, thereby eliminating the need for physical movement of securities certificates. DTC Participants include
securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations, some of whom (and/or their representatives) own DTC. More specifically, DTC is owned by a number of its DTC Participants and by NYSE
and FINRA. Access to the DTC system is also available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a DTC Participant, either directly or indirectly (the “Indirect
Participants”).
Beneficial ownership of Shares is limited to DTC Participants, Indirect Participants and persons holding interests through DTC Participants and Indirect Participants.
Ownership of beneficial interests in Shares (owners of such beneficial interests are referred to herein as “Beneficial Owners”) is shown on, and the transfer of ownership is effected only through, records maintained by DTC (with respect to DTC
Participants) and on the records of DTC Participants (with respect to Indirect Participants and Beneficial Owners that are not DTC Participants). Beneficial Owners will receive from or through the DTC Participant a written confirmation relating
to their purchase and sale of Shares.
Conveyance of all notices, statements and other communications to Beneficial Owners is effected as follows. Pursuant to the Depositary Agreement between the Trust and DTC, DTC
is required to make available to the Trust upon request and for a fee to be charged to the Trust a listing of the Shares held by each DTC Participant. The Trust shall inquire of each such DTC Participant as to the number of Beneficial Owners
holding Shares, directly or indirectly, through such DTC Participant. The Trust shall provide each such DTC Participant with copies of such notice, statement or other communication, in such form, number and at such place as such DTC Participant
may reasonably request, in order that such notice, statement or communication may be transmitted by such DTC Participant, directly or indirectly, to such Beneficial Owners. In addition, the Trust shall pay to each such DTC Participant a fair
and reasonable amount as reimbursement for the expenses attendant to such transmittal, all subject to applicable statutory and regulatory requirements.
Fund distributions shall be made to DTC or its nominee, Cede & Co., as the registered holder of all Shares. DTC or its nominee, upon receipt of any such distributions,
shall immediately credit DTC Participants’ accounts with payments in amounts proportionate to their respective beneficial interests in Shares as shown on the records of DTC or its nominee. Payments by DTC Participants to Indirect Participants
and Beneficial Owners of Shares held through such DTC Participants will be governed by standing instructions and customary practices, and will be the responsibility of such DTC Participants.
The Trust has no responsibility or liability for any aspect of the records relating to or notices to Beneficial Owners, or payments made on account of beneficial ownership
interests in such Shares, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests, or for any other aspect of the relationship between DTC and the DTC Participants or the relationship between
such DTC Participants and the Indirect Participants and Beneficial Owners owning through such DTC Participants.
DTC may decide to discontinue providing its service with respect to Shares at any time by giving reasonable notice to the Trust and discharging its responsibilities with
respect thereto under applicable law. Under such circumstances, the Trust shall take action to find a replacement for DTC to perform its functions at a comparable cost.
TRANSACTIONS IN CREATION UNITS
The Fund sells and redeems Shares in Creation Units on a continuous basis through the Distributor, without a sales load, at the NAV next determined after receipt of an order
in proper form on any Business Day. The Fund will not issue fractional Creation Units. Shares will only be issued against full payment, as further described in the Prospectus and this SAI.
A Creation Unit is an aggregation of [25,000] Shares. The Board may declare a split or a consolidation in the number of Shares outstanding of the Fund and make a corresponding
change in the number of Shares in a Creation Unit.
To purchase or redeem any Creation Units from the Fund, you must be, or transact through, an Authorized Participant. In order to be an Authorized Participant, you must be
either a broker-dealer or other participant (“Participating Party”) in the Continuous Net Settlement System (“Clearing Process”) of the NSCC or a participant in DTC with access to the DTC system (“DTC Participant”), and you must execute an
agreement (“Participant Agreement”) with the Distributor.
Transactions by an Authorized Participant that is a Participating Party using the NSCC system are referred to as transactions “through the Clearing Process.” Transactions by
an Authorized Participant that is a DTC Participant using the DTC system are referred to as transactions “outside the Clearing Process.”
Investors who are not Authorized Participants but want to transact in Creation Units may contact the Distributor for the names of Authorized Participants. An Authorized
Participant may require investors to enter into a separate agreement to transact through it for Creation Units and may require orders for purchases of shares placed with it to be in a particular form. Investors should be aware that their broker
may not be an Authorized Participant and, therefore, may need to place any order to purchase or redeem Creation Units through another broker or person that is an Authorized Participant, which may result in additional charges.
Orders must be transmitted by an Authorized Participant by telephone or other transmission method acceptable to the Distributor pursuant to procedures set forth in the
Participant Agreement. Market disruptions and telephone or other communication failures may impede the transmission of orders.
For an order involving a Creation Unit to be effectuated at the Fund’s NAV on a particular day, it must be received by the Distributor by or before the deadline for such order
(“Order Cut-Off Time”). The Order Cut-Off Time for creation and redemption orders for the Fund is generally expected to be 4:00 p.m. Eastern time for In-Kind Creation and Redemption Baskets. Accordingly, In-Kind Creation and Redemption Baskets
are expected to be accepted until the close of regular trading on the Exchange on each Business Day, which is usually 4:00 p.m. Eastern time. On days when the Exchange or bond markets close earlier than normal (such as the day before a
holiday), the Order Cut-Off Time is expected to track the Exchange closing and be similarly earlier than normal.
Under normal circumstances, the securities contained in the In-Kind Creation Basket and In-Kind Redemption Basket will generally each correspond pro rata to the positions in
the Fund’s securities, assets or other positions held by the Fund on a Trade Date +1 (“T+1”) settlement basis (including cash positions), except (1) in the case of bonds, for minor differences when it is impossible to break up bonds beyond
certain minimum sizes needed for transfer and settlement; (2) for minor differences when rounding is necessary to eliminate fractional shares or lots that are not tradeable round lots; (3) to the extent the Fund determines, on a given Business
Day, that cash in lieu of certain portfolio holdings be deposited or received solely because (i) such portfolio holdings are not eligible for transfer either through the NSCC or DTC, (ii) in the case of non-U.S. securities, such non-U.S.
securities are not eligible for trading due to local trading restrictions, local restrictions on securities transfers or other similar circumstances, or (iii) to-be- announced transactions, short positions, derivatives and other positions that
cannot be transferred in kind; (4) to the extent the Fund determines, on a given Business Day, to use a representative sampling of the Fund’s portfolio; or (5) for temporary periods, to effect changes in the Fund’s portfolio as a result of the
rebalancing of its Underlying Index.
Under certain circumstances, the Fund may utilize custom creation or redemption baskets (“Custom Baskets”). Custom Baskets include (i) all cash baskets; (ii) baskets that
substitute cash in lieu of certain securities that would otherwise be included in the Fund’s In-Kind Creation or Redemption Basket (except in those instances provided for above); (iii) a secondary basket which differs from the initial In-Kind
Creation or Redemption Basket used in
transactions on that same Business Day; or (iv) a non-representative basket that consists of a selection of instruments that are already included in the Fund’s portfolio
holdings.
Custom orders typically clear outside the Clearing Process and, therefore, like other orders outside the Clearing Process, may need to be transmitted early on the relevant
Business Day to be effectuated at that day’s NAV. A custom order may be placed when, for example, an Authorized Participant cannot transact in a security in the In-Kind Creation Basket and additional cash is included in the Fund Deposit or Fund
Redemption in lieu of such security. Custom orders may be required to be received by the Distributor by 3:00 p.m. Eastern time to be effectuated based on the Fund’s NAV on that Business Day.
In all cases, cash and securities should be transferred to the Fund by the contractual settlement date. Persons placing custom orders should be aware of time deadlines imposed
by intermediaries, such as DTC and/or the Federal Reserve Bank wire system, which may delay the delivery of cash and securities by the contractual settlement date.
Purchasing Creation Units
Fund Deposit. The consideration for a Creation Unit of the Fund is the Fund Deposit plus the Transaction Fee. The Fund Deposit will
consist of the In-Kind Creation Basket, which, under normal circumstances, corresponds pro rata to the positions in the Fund’s portfolio, and a Cash Component. Because any short positions in the Fund’s portfolio cannot be transferred in-kind,
they will be represented by cash in the Cash Component and not in the In-Kind Creation Basket.
The Cash Component may include a Balancing Amount reflecting the difference, if any, between the NAV attributable to a Creation Unit and the market value of the securities in
the In-Kind Creation Basket and the Cash In-Lieu Amount, if any. If the NAV attributable to a Creation Unit exceeds the market value of the securities in the In-Kind Creation Basket and the Cash In-Lieu Amount, if any, the purchaser pays the
Balancing Amount to the Fund. By contrast, if the NAV attributable to a Creation Unit is less than the market value of the securities in the In-Kind Creation Basket and the Cash In-Lieu Amount, if any, the Fund pays the Balancing Amount to the
purchaser. The Balancing Amount ensures that the consideration paid by an investor for a Creation Unit is exactly equal to the value of the Creation Unit.
Fund Services, in a portfolio composition file sent via the NSCC, generally makes available on each Business Day, prior to the opening of business on the Exchange (currently
9:30 a.m., Eastern time), a list of the names and quantities of instruments comprising the In-Kind Creation Basket to be included in the current Fund Deposit for the Fund (based on information about the Fund’s portfolio at the end of the
previous Business Day) (subject to amendment or correction). If applicable, Fund Services, through the NSCC, also makes available on each Business Day, the estimated Cash Component for that day.
The Fund Deposit is applicable, subject to any adjustments as described below, for purchases of Creation Units of the Fund until such time as the next-announced Fund Deposit
is made available, although the Fund reserves the right to accept the Fund Deposit that consists of a Custom Basket as described above. From day to day, the composition of the Fund Deposit may change as, among other things, corporate actions,
investment rebalancing and investment decisions by the Fund’s portfolio managers are implemented for the Fund’s portfolio. All questions as to the composition of the Fund Deposit and the validity, form, eligibility, and acceptance for deposit
of any securities shall be determined by the Fund, and the Fund’s determination shall be final and binding.
Payment of any stamp duty or the like shall be the sole responsibility of the Authorized Participant purchasing a Creation Unit. The Authorized Participant must ensure that
all Deposit Securities properly denote change in beneficial ownership.
Placement of Creation Orders. All purchase orders must be placed by or through an Authorized Participant. To order a Creation Unit, an
Authorized Participant must submit an irrevocable purchase order to the Distributor through Fund Services. In-kind (portions of) purchase orders will be processed through the Clearing Process when it is available. The Clearing Process is an
enhanced clearing process that is available only for certain securities and only to DTC Participants that are also participants in the Clearing Process of the NSCC. In-kind (portions of) purchase orders not subject to the Clearing Process will
go through a manual clearing process run by DTC. Fund Deposits that include government securities must be delivered through the Federal Reserve Bank wire transfer system (“Federal
Reserve System”). Fund Deposits that include cash may be delivered through the Clearing Process or the Federal Reserve System.
ment of Creation Orders Using Clearing Process. In connection with creation orders made through the Clearing Process, Fund Services transmits, on behalf of the Authorized Participant, such trade
instructions as are necessary to effect the creation order. Pursuant to such trade instructions, the Authorized Participant agrees to deliver the requisite Fund Deposit to the Trust, together with such additional information as may be required by
the Distributor. An order to create Creation Units through the Clearing Process is deemed received by the Distributor on the Business Day the order is placed (“Transmittal Date”) if (i) such order is received by the Distributor by the Order
Cut-Off Time on such Transmittal Date and (ii) all other procedures set forth in the Participant Agreement are properly followed. Cash Components will be delivered using either the Clearing Process or the Federal Reserve System.
Placement of Creation Orders Outside Clearing Process. Fund Deposits made outside the Clearing Process must state that the DTC
Participant is not using the Clearing Process and that the creation of Creation Units will instead be effected through a transfer of securities and cash directly through DTC. With respect to such orders, the Fund Deposit transfer must be
ordered by the DTC Participant on the Transmittal Date in a timely fashion so as to ensure the delivery of the requisite number of securities in the In-Kind Creation Basket through DTC to the relevant Trust account by 11:00 a.m., Eastern time,
(the “DTC Cut-Off Time”) on the Business Day immediately following the Transmittal Date. The Cash Component must be transferred directly to the Custodian through the Federal Reserve Bank wire transfer system in a timely manner so as to be
received by the Custodian no later than 12:00 p.m., Eastern time, on the Business Day immediately following the Transmittal Date. The delivery of corporate securities through DTC must occur by 3:00 p.m., Eastern time, on the Business Day
immediately following the Transmittal Date. The delivery of government securities through the Federal Reserve System must occur by 3:00 p.m., Eastern time, on the Business Day immediately following the Transmittal Date.
An order to create Creation Units outside the Clearing Process is deemed received by the Distributor on the Transmittal Date if (i) such order is received by the Distributor
by the Order Cut-Off Time on such Transmittal Date and (ii) all other procedures set forth in the Participant Agreement are properly followed. If the Custodian does not receive both (a) the required In-Kind Creation Basket by the DTC Cut-Off
Time and (b) the Cash Component by the appointed time, such order may be canceled. Upon written notice to the Distributor through Fund Services, a canceled order may be resubmitted the following Business Day using the Fund Deposit as newly
constituted to reflect the then-current In-Kind Creation Basket and Cash Component. Except for the instances discussed below, the delivery of Creation Units so created will occur no later than the second Business Day following the day on which
the order is deemed received by the Distributor. Authorized Participants that submit a canceled order will be liable to the Fund for any losses resulting therefrom.
Orders involving foreign securities are expected to be settled outside the Clearing Process. Thus, upon receipt of an irrevocable purchase order, Fund Services will notify the
Distributor, Adviser, and the Custodian of such order. The Custodian, who will have caused the appropriate local sub-custodian(s) of the Fund to maintain an account into which an Authorized Participant may deliver the Fund Deposit (or cash in
lieu), with adjustments determined by the Fund, will then provide information of the order to such local sub- custodian(s). The Authorized Participant must also make available on or before the contractual settlement date, by means satisfactory
to the Fund, immediately available or same day funds in U.S. dollars estimated by the Fund to be sufficient to pay the Cash Component and Transaction Fee.
While, as stated above, Creation Units are generally delivered no later than the second Business Day following the day on which the order is deemed received by the
Distributor, the Fund may settle Creation Unit transactions on a basis other than the one described above in order to accommodate foreign market holiday schedules and closures, to account for different treatment among foreign and U.S. markets
of dividend record dates and ex-dividend dates (that is the last day the holder of a security can sell the security and still receive dividends payable on the security), and in certain other circumstances.
Acceptance of Orders for Creation Units. The Trust reserves the absolute right to reject a creation order for any reason, including
if: (i) the order is not in proper form; (ii) the investor or group of related investors, upon obtaining the Shares, would own 80% or more of the currently outstanding Shares; (iii) acceptance of the Fund Deposit would have adverse tax
consequences to the Fund; (iv) acceptance of the Fund Deposit would, in the opinion of the Trust, be unlawful; (v) acceptance of the Fund Deposit would otherwise, in the discretion of the Trust or the Adviser, have an
adverse effect on the Trust, the Fund or the rights of beneficial owners; or (vi) in the event that circumstances that are outside the control of the Trust make it practically
impossible to process creation orders. Examples of such circumstances include acts of God; public service or utility problems resulting in telephone, telecopy and computer failures; fires, floods or extreme weather conditions; market conditions
or activities causing trading halts; systems failures involving computer or other information systems affecting the Trust, the Fund's investment adviser, the Distributor, DTC, NSCC, the Custodian or sub- custodian or any other participant in
the creation process; and similar extraordinary events. The Distributor shall notify an Authorized Participant of its rejection of the order. The Fund, the Custodian, any sub-custodian and the Distributor are under no duty, however, to give
notification of any defects or irregularities in the delivery of Fund Deposits, and they shall not incur any liability for the failure to give any such notification.
Issuance of a Creation Unit. Once the Fund has accepted a creation order, upon next determination of the Fund’s NAV, the Fund will
confirm the issuance of a Creation Unit, against receipt of payment, at such NAV. Fund Services will transmit a confirmation of acceptance to the Authorized Participant that placed the order.
Except as provided below, a Creation Unit will not be issued until the Fund obtains good title to the Fund Deposit. While the delivery of Creation Units will generally occur
no later than the second Business Day following the Transmittal Date for securities, the Fund may settle foreign securities included in Creation Unit transactions on a basis other than the one described above in order to accommodate foreign
market holiday schedules and closures for those foreign securities, to account for different treatment among foreign and U.S. markets of dividend record dates and ex-dividend dates (that is the last day the holder of a security can sell the
security and still receive dividends payable on the security), and in certain other circumstances.
In certain cases, Authorized Participants will create and redeem Creation Units on the same trade date. In these instances, the Trust reserves the right to settle these
transactions on a net basis.
With respect to orders involving foreign securities, when the applicable local sub-custodian(s) has confirmed to the Custodian that the In-Kind Creation Basket and the Cash
Component has been delivered to the Fund’s account at the applicable sub-custodian(s), the Distributor and the Adviser shall be notified of such delivery, and the Fund will issue and cause the delivery of the Creation Unit.
Creation Units may be created in advance of receipt by the Trust of all or a portion of the applicable In-Kind Creation Basket, provided the purchaser tenders an initial
deposit consisting of any available securities in the In-Kind Creation Basket and cash equal to the sum of the Cash Component and at least 105% of the market value, as adjusted from time to time by the Adviser, of the In-Kind Creation Basket
securities not delivered (“Additional Cash Deposit”). Such initial deposit will have a value greater than the NAV of the Creation Unit on the date the order is placed. The order shall be deemed to be received on the Transmittal Date provided
that it is placed in proper form prior to 4:00 p.m., Eastern time, on such date, and federal funds in the appropriate amount are deposited with the Custodian by the DTC Cut-Off Time the following Business Day. If the order is not placed in
proper form by 4:00 p.m., Eastern time, or federal funds in the appropriate amount are not received by the DTC Cut-Off Time the next Business Day, then the order will be canceled or deemed unreceived and the Authorized Participant effectuating
such transaction will be liable to the Fund for any losses resulting therefrom.
To the extent securities in the In-Kind Creation Basket remain undelivered, pending delivery of such securities additional cash will be required to be deposited with the Trust
as necessary to maintain an Additional Cash Deposit equal to at least 105% (as adjusted by the Adviser) of the daily marked-to-market value of the missing securities. To the extent that either such securities are still not received by 1:00
p.m., Eastern time, on the second Business Day following the day on which the purchase order is deemed received by the Distributor or a marked-to-market payment is not made within one Business Day following notification to the purchaser and/or
Authorized Participant that such a payment is required, the Trust may use the cash on deposit to purchase the missing securities, and the Authorized Participant effectuating such transaction will be liable to the Fund for any costs incurred
therein or losses resulting therefrom, including any Transaction Fee, any amount by which the actual purchase price of the missing securities exceeds the Additional Cash Deposit or the market value of such securities on the day the purchase
order was deemed received by the Distributor, as well as brokerage and related transaction costs. The Trust will return any unused portion of the Additional Cash Deposit once all of the missing securities have been received by the Trust. The
delivery of Creation Units so created will generally occur no later than the second Business Day following the day on which the purchase order is deemed received by the Distributor.
Cash Purchase Method. When cash purchases of Creation Units are available or specified for the Fund, they will be effected in
essentially the same manner as in-kind purchases. In the case of an all cash purchase, the investor must pay the cash equivalent of the Fund Deposit. In addition, cash purchases may be subject to Transaction Fees.
Fund Redemptions. Shares may be redeemed only in Creation Units at their NAV next determined after receipt of a redemption request in
proper form by the Fund and the Distributor through Fund Services and only on a Business Day. The redemption proceeds for a Creation Unit will consist of the In-Kind Redemption Basket and a Cash Component, in all instances equal to the value of
a Creation Unit, plus the Transaction Fee. Because short positions cannot be transferred in kind, however, any short positions in the Fund’s portfolio will be represented by cash in the Cash Component, and not in the In-Kind Redemption Basket.
There can be no assurance that there will be sufficient liquidity in Shares in the secondary market to permit assembly of a Creation Unit. In addition, investors may incur
brokerage and other costs in connection with assembling a Creation Unit.
The Cash Component may include a Balancing Amount, reflecting the difference, if any, between the NAV attributable to a Creation Unit and the market value of the securities in
the In-Kind Redemption Basket. and the Cash In-Lieu Amount, if any. If the NAV attributable to a Creation Unit exceeds the market value of the securities in the In-Kind Redemption Basket, and the Cash In-Lieu Amount, if any, the Fund pays the
Balancing Amount to the redeeming investor. By contrast, if the NAV attributable to a Creation Unit is less than the market value of the securities in the In-Kind Redemption Basket and the Cash In-Lieu Amount, if any, the redeeming investor
pays the Balancing Amount to the Fund. The Balancing Amount ensures that the consideration paid to an investor for a Creation Unit is exactly equal to the value of the Creation Unit.
The composition of the Fund Redemption will normally be the same as the composition of the Fund Deposit, although the Fund reserves the right to accept the Fund Redemption
that consists of a Custom Basket as described above.
From day to day, the composition of the Fund Redemption may change as, among other things, corporate actions, investment rebalancing and investment decisions by the Fund's
portfolio managers are implemented for the Fund’s portfolio. All questions as to the composition of the Fund Redemption and the validity, form, eligibility, and acceptance for deposit of any securities shall be determined by the Fund, and the
Fund's determinations shall be final and binding.
The right of redemption may be suspended or the date of payment postponed: (i) for any period during which the NYSE is closed (other than customary weekend and holiday closings); (ii) for any
period during which trading on the NYSE is suspended or restricted; (iii) for any period during which an emergency exists as a result of which disposal of the Shares or determination of the Fund’s NAV is not reasonably practicable; or (iv) in
such other circumstances as permitted by the SEC, including as described below.
Placement of Redemption Orders. All redemption orders must be placed by or through an Authorized Participant. To redeem a Creation
Unit, an Authorized Participant must submit an irrevocable redemption order to the Distributor through Fund Services. In addition, redemption orders must be processed either through the DTC process or the Clearing Process.
The Fund reserves the absolute right, in its sole discretion, to verify an Authorized Participant's ownership of Shares and its ability to settle a redemption order by the
contractual settlement date, but will typically require verification in connection with higher levels of redemption activity and/or short interest in the Fund. If the Authorized Participant, upon receipt of a verification report, does not
provide sufficient verification of the requested representations, the redemption order will not be considered to be in proper form and may be rejected by the Fund.
In certain cases, Authorized Participants will create and redeem Creation Units on the same trade date. In these instances, the Trust reserves the right to settle these
transactions on a net basis.
Placement of Redemption Orders Using Clearing Process. Orders to redeem Creation Units through the Clearing Process are deemed received
by the Trust on the Transmittal Date if (i) such order is received by the Distributor not later than the Order Cut-Off Time on such Transmittal Date, and (ii) all other procedures set forth in the Participant Agreement are properly followed.
Orders deemed received will be effectuated based on the NAV of the Fund as next determined. An order to redeem Creation Units using the Clearing Process made in proper form but received by the Trust after the Order Cut-Off Time will be deemed
received on the next Business Day and will be effected at the NAV next determined on such next Business Day. In connection with such orders, Fund Services transmits on behalf of the Authorized Participant such trade instructions as are
necessary to effect the redemption. Pursuant to such trade instructions, the Authorized Participant agrees to deliver the requisite Creation Unit(s) to the Fund, together with such additional information as may be required by the Distributor.
The Cash Component will be delivered using either the Clearing Process or the Federal Reserve System. The applicable In-Kind Redemption Basket and the Cash Component will be transferred to the investor by the second NSCC business day following
the date on which such request for redemption is deemed received.
Placement of Redemption Orders Outside Clearing Process. Orders to redeem Creation Units outside the Clearing Process must state that
the DTC Participant is not using the Clearing Process and that redemption of Creation Units will instead be effected through transfer of Shares directly through DTC. Such orders are deemed received by the Trust on the Transmittal Date if: (i)
such order is received by the Distributor not later than the Order Cut-Off Time on the Transmittal Date; (ii) such order is accompanied or followed by the delivery of both (a) the Creation Unit(s), which delivery must be made through DTC to the
Custodian no later than the DTC Cut-Off Time on the Business Day immediately following the Transmittal Date and (b) the Cash Component by 12:00 p.m., Eastern time, on the Business Day immediately following the Transmittal Date; and (iii) all
other procedures set forth in the Participant Agreement are properly followed. After the Trust has deemed such an order received, the Trust will initiate procedures to transfer, and expect to deliver, the requisite In-Kind Redemption Basket
and/or any Cash Component owed to the redeeming party by the second Business Day following the Transmittal Date on which such redemption order is deemed received by the Trust.
Orders involving foreign securities are expected to be settled outside the Clearing Process. Thus, upon receipt of an irrevocable redemption order, Fund Services will notify
the Distributor, Adviser and the Custodian. The Custodian will then provide information of the redemption to the Fund’s local sub-custodian(s). The redeeming Authorized Participant, or the investor on whose behalf it is acting, will have
established appropriate arrangements with a broker-dealer, bank or other custody provider in each jurisdiction in which the securities are customarily traded and to which such securities (and any cash) can be delivered from the Fund’s accounts
at the applicable local sub-custodian(s).
The calculation of the value of the In-Kind Redemption Basket and the Cash Component to be delivered/received upon redemption will be made by the Custodian computed on the
Business Day on which a redemption order is deemed received by the Trust. Therefore, if a redemption order in proper form is submitted to the Distributor through Fund Services by a DTC Participant or an Authorized Participant with the ability
to transact through the Federal Reserve System, as applicable, not later than Order Cut-Off Time on the Transmittal Date, and the requisite number of Shares of the relevant Fund are delivered to the Custodian prior to the DTC Cut-Off Time, then
the value of the In-Kind Redemption Basket and the Cash Component to be delivered/received will be determined by the Custodian on such Transmittal Date. If, however, either: (i) the requisite number of Shares of the Fund are not delivered by
the DTC Cut-Off Time, as described above, or (ii) the redemption order is not submitted in proper form, then the redemption order will not be deemed received as of the Transmittal Date. In such case, the In-Kind Redemption Basket and the Cash
Component will normally be that of the Business Day (i.e., the new Transmittal Date) provided that the Shares of the relevant Fund are delivered through DTC to the Custodian by 11:00 a.m., Eastern time,
that Business Day pursuant to a properly submitted redemption order.
The Authorized Participant may request the redeeming beneficial owner of the Shares to complete an order form or to enter into agreements with respect to such matters as
compensating cash payment, beneficial ownership of shares or delivery instructions.
Delivery of Redemption Basket. Once the Fund has accepted a redemption order, upon next determination of the Fund’s NAV, the Fund will
confirm the issuance of an In-Kind Redemption Basket, against receipt of the Creation Unit(s) at such NAV and the Cash Component. A Creation Unit tendered for redemption and the payment of the Cash Component will be effected through DTC. The
Authorized Participant, or the investor on whose behalf it is acting, will be recorded on the book-entry system of DTC.
In certain cases, Authorized Participants will create and redeem Creation Units on the same trade date. In these instances, the Trust reserves the right to settle these
transactions on a net basis.
Cash Redemption Method. When cash redemptions of Creation Units are available or specified for the Fund, they will be effected in
essentially the same manner as in-kind redemptions. In the case of an all cash redemption, the investor will receive the cash equivalent of the Fund Redemption less any Transaction Fees.
To compensate for costs incurred in connection with creation and redemption transactions, Authorized Participants will be required to pay a standard transaction fee (the
“Standard Transaction Fee”) of $[250].
The Standard Transaction Fee applies to in-kind purchases and redemptions of the Fund effected through the Clearing Process on any Business Day, regardless of the number of
Creation Units purchased or redeemed that day (assuming, in the case of multiple orders on the same day, that the orders are received at or near the same time). The Standard Transaction Fee may be waived on certain orders if the Fund’s
Custodian has determined to waive some or all of the costs associated with the order or another party, such as the Adviser, has agreed to pay such fee. A variable transaction fee of up to 2% of the total value of the Creation Unit may apply
for, among other things: (i) creation and redemption transactions that occur outside the Clearing Process, or (ii) transactions effectuated wholly or partly in cash, including custom orders, to offset brokerage and other transaction costs
thereby imposed on the Trust.
The Adviser, subject to the approval of the Board, may adjust the Transaction Fee from time to time. The Transaction Fee is based, in part, on the number of holdings in the
Fund’s portfolio and the countries in which they are listed and may be adjusted if such factors significantly change. Investors will also be responsible for the costs associated with transferring the securities in the In-Kind Creation (and
Redemption) Baskets to (and from) the account of the Trust. Further, investors who, directly or indirectly, use the services of a broker or other intermediary to compose a Creation Unit in addition to an Authorized Participant to effect a
transaction in Creation Units may be charged an additional fee for such services.
DETERMINATION OF NET ASSET VALUE
The net asset value, or NAV, of Shares is calculated each business day as of the close of regular trading on the NYSE, generally 4:00 p.m. Eastern time. The Fund’s NAV per Share is computed by
dividing the net assets by the number of Shares outstanding. For further information, see the “
Net Asset Value” section of the Prospectus, which is incorporated by reference here.
TAXATION
For federal income tax purposes, the Fund will be treated as a separate corporate entity and has elected to be, and intends to qualify each taxable year for treatment as, a
“regulated investment company” under Subchapter M of Chapter 1 of Subtitle A of the Code (“RIC”). Such qualification generally relieves the Fund of liability for federal income tax to the extent its net earnings and net realized gains are
distributed in accordance with applicable requirements. If, for any reason, the Fund does not qualify for a taxable year for the special federal tax treatment afforded RICs, the Fund would be subject to federal tax on all of its taxable income
at the corporate income tax rate, without any deduction for dividends paid to its shareholders. In such event, dividend distributions would be taxable as ordinary income to shareholders to the extent of the Fund’s current and accumulated
earnings and profits and would be eligible for taxation at reduced rates for non-corporate shareholders and for the dividends-received deduction available in some circumstances to corporate shareholders. Moreover, if the Fund were to fail to
make sufficient distributions in a year, the Fund would be subject to corporate income taxes and/or excise taxes in respect of the shortfall or, if the shortfall is large enough and cannot be remedied, the Fund could be disqualified as a RIC.
As long as the Fund meets certain requirements that govern the Fund’s source of income, diversification of assets and distribution of earnings to its shareholders, the Fund
will not be subject to U.S. federal income tax on income
distributed (or treated as distributed, as described below) to its shareholders. With respect to the source of income requirement, the Fund must derive in each taxable year at
least 90% of its gross income (including tax-exempt interest) from (i) dividends, interest, payments with respect to certain securities loans, and gains from the sale or other disposition of stock, securities or foreign currencies, or other
income (including but not limited to gains from options, futures and forward contracts) derived with respect to its business of investing in such shares, securities or currencies and (ii) net income derived from interests in qualified publicly
traded partnerships (“QPTP”). A QPTP is generally defined as a publicly traded partnership under Section 7704 of the Code, but does not include a publicly traded partnership if 90% or more of its income is described in (i) above.
With respect to the diversification of assets requirement, the Fund must diversify its holdings so that, at the end of each quarter of each taxable year, (i) at least 50% of
the value of the Fund’s total assets is represented by cash and cash items, U.S. government securities, the securities of other RICs and other securities, with such other securities limited for purposes of such calculation, in respect of any
one issuer, to an amount not greater than 5% of the value of the Fund’s total assets and not more than 10% of the outstanding voting securities of such issuer and (ii) not more than 25% of the value of the Fund’s total assets is invested in the
securities of any one issuer (other than U.S. government securities or the securities of other RICs), the securities (other than the securities of other RICs) of any two or more issuers that the Fund controls and that are determined to be
engaged in the same, similar or related trades or businesses, or the securities of one or more QPTPs.
The capital losses of the Fund, if any, do not flow through to shareholders. Rather, the Fund may use its capital losses, subject to applicable limitations, to offset its
capital gains without being required to pay taxes on or distribute to shareholders such gains that are offset by the losses. If the Fund has a "net capital loss" (that is, capital losses in excess of capital gains), the excess (if any) of the
Fund's net short-term capital losses over its net long-term capital gains is treated as a short-term capital loss arising on the first day of the Fund's next taxable year, and the excess (if any) of the Fund's net long-term capital losses over
its net short-term capital gains is treated as a long-term capital loss arising on the first day of the Fund's next taxable year. Any such net capital losses of the Fund that are not used to offset capital gains may be carried forward
indefinitely to reduce any future capital gains realized by the Fund in succeeding taxable years.
A 4% non-deductible excise tax is imposed on a RIC that fails to distribute currently an amount equal to at least 98% of its ordinary taxable income and 98.2% of its capital
gain net income (excess of capital gains over capital losses), if any. The Fund intends to make sufficient distributions or deemed distributions of its ordinary taxable income and any capital gain net income prior to the end of each calendar
year to avoid liability for this excise tax.
Taxation of the Fund’s Shareholders
The Trust, on behalf of the Fund, has the right to reject an order to purchase Shares if (1) the purchaser (or group of purchasers) would, upon obtaining the ordered Shares,
own 80% or more of the outstanding Shares and (2) pursuant to section 351 of the Code, the Fund would have a basis in the In-Kind Creation Basket securities different from the market value of such securities on the date of deposit. The Trust
also has the right to require information necessary to determine beneficial Share ownership for purposes of the 80% determination. Dividends declared in October, November or December of any year payable to shareholders of record on a date in
such a month will be deemed to have been received by shareholders and paid by the Fund on December 31 of such year if such dividends are actually paid during January of the following year.
Distributions from the Fund’s net investment income, the excess of net short-term capital gain in excess of net long-term capital loss, if any, and income from securities
lending are taxable as ordinary income. Distributions of “qualified dividend income” (as described in the Prospectus) paid to individual and certain other non-corporate shareholders are taxed at rates applicable to net long-term capital gains.
This tax treatment applies only if certain holding period requirements and other requirements are satisfied by the shareholder and the dividends are attributable to qualified dividend income received by the Fund itself. Distributions reinvested
in additional Shares through a dividend reinvestment service will be taxable to shareholders acquiring such additional Shares to the same extent as if such distributions had been received in cash. Distributions of net long-term capital gain, if
any, in excess of net short-term capital loss are taxable as long-term capital gains, regardless of how long shareholders have held the Shares.
If, for any taxable year, the total Fund distributions exceed its current and accumulated earnings and profits, the excess will, for federal income tax purposes, be treated as
a tax-free return of capital to each shareholder up to the amount of
the shareholder’s basis in his or her Shares, and thereafter as gain from the sale of Shares. The amount treated as a tax-free return of capital will reduce the shareholder’s
adjusted basis in his or her Shares (but not below zero), thereby increasing his or her potential gain or reducing his or her potential loss on the subsequent sale of those Shares.
The sale, exchange or redemption of Shares may give rise to a capital gain or loss. In general, any gain or loss realized on a taxable disposition of Shares will be treated as
long-term capital gain or loss if the Shares have been held for more than one year; otherwise, the gain or loss will be treated as short-term capital gain or loss. A loss realized on a sale, exchange or redemption of Shares may be disallowed if
other Shares are acquired (whether through the automatic reinvestment of dividends or otherwise) within a 61 day period beginning thirty days before and ending thirty days after the date that the Shares are disposed of. In such a case, the
basis in the Shares acquired must be adjusted to reflect the disallowed loss. Any loss upon the sale or exchange of Shares held for six months or less is treated as long-term capital loss to the extent of any capital gain dividends received by
the shareholders. Distribution of ordinary income and capital gains may also be subject to state and local taxes. An individual investor also should be aware that the benefits of the reduced tax rate applicable to long- term capital gains may
be impacted by the application of the federal alternative minimum tax.
Each year shareholders will receive a report of the amounts of dividends paid from ordinary income, the amount of distributions paid from net capital gain and the portion of
dividends, if any, that may qualify for the dividends-received deduction or as qualified dividend income. A shareholder’s cost basis information will be provided on the sale of any of the shareholder’s Shares, subject to certain exceptions for
exempt recipients. Please contact the broker (or other nominee) that holds your Shares with respect to reporting of cost basis and available elections for your account.
Under Treasury regulations, if a shareholder recognizes a loss with respect to the Fund’s Shares of $2 million or more for an individual shareholder or $10 million or more for
a corporate shareholder (or certain greater amounts over a combination of years), the shareholder must file with the IRS a disclosure statement on Form 8886. The fact that a loss is reportable under these regulations does not affect the legal
determination of whether the taxpayer’s treatment of the loss is proper. Shareholders should consult their tax advisors to determine the applicability of these regulations in light of their individual circumstances.
Special tax rules apply to investments through defined contribution plans and other tax-qualified plans, such as 401(k) plans, and individual retirement accounts. Shareholders
should consult their tax advisors to determine the suitability of Shares as an investment through such plans and accounts.
Investment income received by the Fund from sources within foreign countries and gains it realizes on the disposition of foreign securities may be subject to foreign income
taxes withheld at the source. The United States has entered into tax treaties with many foreign countries that may entitle the Fund to a reduced rate of such taxes or exemption thereto on such income and gains. It is impossible to know the
effective rate of foreign tax in advance, since the amount of the Fund’s assets to be invested within various countries cannot be determined. If more than 50% of the value of the Fund’s total assets at the close of its taxable year consists of
securities of foreign corporations, the Fund will be eligible, and intends, to file an election with the IRS to pass through to its shareholders the amount of foreign taxes paid by the Fund. However, there can be no assurance that the Fund will
be able to do so. Pursuant to this election, you would be required to (1) include in gross income (in addition to taxable dividends actually received) your pro rata share of foreign taxes paid by the
Fund, (2) treat your pro rata share of those foreign taxes as having been paid by you and (3) either deduct that pro rata share in computing your taxable
income or treat it as a credit against federal income tax. You may be subject to rules that limit or reduce your ability to fully deduct or claim a credit for your pro rata share of the foreign taxes
paid by the Fund.
The Fund will be required in certain cases to impose “backup withholding” on taxable dividends and gross proceeds realized upon the sale of Shares paid to a shareholder who
has failed to provide a correct tax identification number in the manner required, who is subject to withholding for failure properly to include on his or her federal income tax return payments of taxable interest or dividends, or who has failed
to certify to the Fund when required to do so either that he or she is not subject to backup withholding or is an “exempt recipient.” Backup withholding is not an additional tax, and any amounts withheld may be credited against a shareholder’s
federal income tax liability if proper documentation is provided.
Except as described below, dividends paid by the Fund to a nonresident alien individual, a foreign trust or estate, or a foreign partnership (each, a “Non-U.S. Shareholder”)
are generally subject to withholding tax at a 30% rate or a
reduced rate specified by an applicable income tax treaty to the extent derived from investment income and net short-term capital gains. Two categories of dividends, however,
“short-term capital gain dividends” and “interest-related dividends,” the Fund pays to a Non-U.S. Shareholder (with certain exceptions) and reports in writing to its shareholders are exempt from that tax. “Short-term capital gain dividends” are
dividends that are attributable to “qualified short-term gain” (i.e., net short-term capital gain, computed with certain adjustments). “Interest-related dividends” are dividends that are attributable to
“qualified net interest income” (i.e., “qualified interest income,” which generally consists of certain OID, interest on obligations “in registered form,” and interest on deposits, less allocable
deductions) from sources within the United States. In addition, capital gains a Non-U.S. Shareholder realizes on the sale of Shares and capital gain distributions to such a shareholder generally will not be subject to federal income tax unless
the Non-U.S. Shareholder is a nonresident alien individual and is physically present in the United States for more than 182 days during the taxable year.
In order to obtain a reduced rate of withholding, a Non-U.S. Shareholder will be required to provide an IRS Form W-8BEN or W- 8BEN-E to certify its entitlement to benefits
under a treaty. The withholding tax does not apply to regular dividends paid to a Non-U.S. Shareholder who provides a Form W-8ECI, certifying that the dividends are “effectively connected” with the Non-U.S. Shareholder’s conduct of a trade or
business within the United States. Instead, the effectively connected dividends are subject to regular federal income tax as if the Non-U.S. Shareholder were a U.S. shareholder. A non-U.S. corporation receiving effectively connected dividends
may also be subject to additional “branch profits tax” imposed at a rate of 30% (or lower treaty rate). A Non-U.S. Shareholder who fails to provide an IRS Form W-8BEN or other applicable form may be subject to backup withholding.
Foreign Account Tax Compliance Act (“FATCA”) -- Under FATCA, “foreign financial institutions” (“FFIs”) and “non-financial foreign
entities” (“NFFEs”) that are Fund shareholders may be subject to a generally nonrefundable 30% withholding tax on income dividends the Fund pays. After December 31, 2018, FATCA withholding also would have applied to certain capital gain
distributions and the proceeds of redemptions of Shares; however, based on proposed regulations issued by the IRS, which can be relied upon currently, such withholding is no longer required unless final regulations provide otherwise (which is
not expected). As discussed more fully below, the FATCA withholding tax generally can be avoided (a) by an FFI, if it reports certain information regarding direct and indirect ownership of financial accounts U.S. persons hold with the FFI, and
(b) by an NFFE that certifies its status as such and, in certain circumstances, reports information regarding substantial U.S. owners.
An FFI can avoid FATCA withholding by becoming a “participating FFI,” which requires the FFI to enter into a tax compliance agreement with the IRS under section 1471(b) of the
Code. Under such an agreement, a participating FFI agrees to (1) verify and document whether it has U.S. accountholders, (2) report certain information regarding their accounts to the IRS, and (3) meet certain other specified requirements.
The U.S. Treasury Department has negotiated intergovernmental agreements (“IGAs”) with certain countries and is in various stages of negotiations with other foreign countries
with respect to one or more alternative approaches to implement FATCA. An entity in one of those countries may be required to comply with the terms of the IGA instead of U.S. Treasury regulations. An FFI resident in a country that has entered
into a Model I IGA with the United States must report to that country’s government (pursuant to the terms of the applicable IGA and applicable law), which will, in turn, report to the IRS. An FFI resident in a Model II IGA country generally
must comply with U.S. regulatory requirements, with certain exceptions, including the treatment of recalcitrant accountholders. An FFI resident in one of those countries that complies with whichever of the foregoing applies will be exempt from
FATCA withholding.
An NFFE that is the beneficial owner of a payment from the Fund can avoid FATCA withholding generally by certifying its status as such and, in certain circumstances, either
that (1) it does not have any substantial U.S. owners or (2) it does have one or more such owners and reports the name, address, and taxpayer identification number of each such owner. The NFFE will report to the Fund or other applicable
withholding agent, which may, in turn, report information to the IRS.
Those foreign shareholders also may fall into certain exempt, excepted, or deemed compliant categories established by U.S. Treasury regulations, IGAs, and other guidance
regarding FATCA. An FFI or NFFE that invests in the Fund will need to provide the Fund with documentation properly certifying the entity’s status under FATCA to avoid FATCA withholding. The requirements imposed by FATCA are different from, and
in addition to, the tax certification rules to avoid backup withholding described above. Foreign investors are urged to consult their tax advisers regarding the application of these requirements to their own situation and the impact thereof on
their investment in the Fund.
Taxes on Purchase and Redemption of Creation Units
To the extent the Fund issues and redeems Creation Units solely or partially for cash, an Authorized Participant generally will recognize neither gain nor loss on the issuance
of Creation Units, but may recognize gain or loss on the redemption of Creation Units equal to the difference between the Authorized Participant’s basis in the Creation Units and the cash received by the Authorized Participant as part of the
redemption. The IRS, however, may assert that a loss realized upon an exchange of securities for Creation Units cannot be deducted currently under the rules governing “wash sales,” or on the basis that there has been no significant change in
economic position. Persons exchanging securities should consult their own tax advisor with respect to whether the wash sale rules apply and when a loss might be deductible.
Under current federal tax laws, any capital gain or loss realized upon redemption of Creation Units is generally treated as long-term capital gain or loss if the Shares have
been held for more than one year and as a short-term capital gain or loss if the Shares have been held for one year or less, assuming such Creation Units are held as a capital asset.
Because the Fund may redeem Creation Units solely or partially in cash, it may recognize more capital gains than it would have if it redeemed Creation Units solely in-kind.
Taxation of the Fund’s Investments and Activities
The tax principles applicable to transactions in financial instruments that may be engaged in by the Fund and investments in PFICs, as discussed in more detail above, are
complex and, in some cases, uncertain. Such transactions and investments may cause the Fund to recognize taxable income prior to the receipt of cash from them, thereby requiring the Fund to liquidate other positions or to borrow money so as to
make sufficient distributions to shareholders to satisfy the requirements for RICs and avoid fund-level tax. Moreover, some or all of the taxable income recognized may be ordinary income or short-term capital gain, the distributions of which
are taxable to its shareholders as ordinary income. In addition, in the case of shares of a PFIC in which the Fund invests, the Fund may be liable for fund-level tax on any ultimate gain or distributions on the shares if the Fund fails to make
an election to recognize income and gain annually during the period of its ownership of the PFIC shares.
Special rules govern the federal income tax treatment of certain transactions denominated in a currency other than the U.S. dollar or determined by reference to the value of
one or more currencies other than the U.S. dollar. The types of transactions covered by the special rules include the following: (1) acquiring or becoming the obligor under, a bond or other debt instrument (including, to the extent provided in
U.S. Treasury regulations, preferred stock); (2) accruing certain trade receivables and payables; and (3) entering into or acquiring any forward contract, option or futures interest on foreign currency or similar financial instrument if such
instrument is not marked to market. The disposition of a currency other than the U.S. dollar by the Fund is also treated as a transaction subject to the special currency rules. With respect to transactions covered by the special rules, foreign
currency gain or loss is calculated separately from any gain or loss on the underlying transaction and is normally taxable as ordinary income or loss. These gains or losses increase or decrease the amount of the Fund’s investment company
taxable income available to be distributed to its shareholders as ordinary income, rather than increasing or decreasing the amount of its net capital gain. The Fund may elect to treat as capital gain or loss foreign currency gain or loss
arising from certain identified forward contracts that are capital assets in its hands and that are not part of a straddle. Certain transactions subject to the special currency rules that are part of a “Section 988 hedging transaction” will be
integrated and treated as a single transaction or otherwise treated consistently for purposes of the Code. Any gain or loss attributable to the foreign currency component of a transaction engaged in by the Fund that is not subject to the
special currency rules (such as foreign equity investments other than certain preferred stocks) will be treated as capital gain or loss and will not be segregated from the gain or loss on the underlying transaction.
Certain options, futures and foreign currency contracts are considered “Section 1256 contracts” for federal income tax purposes. Section 1256 contracts held by the Fund at the
end of each taxable year are “marked to market” and treated for those purposes as though they were sold for their fair market value on the last business day of the year. Net gains or losses recognized on those deemed sales, and net gains or
losses realized by the Fund on actual sales of Section 1256 contracts are treated as 60% long-term and 40% short-term capital gains or losses. The Fund can elect to exempt its Section 1256 contracts that are part of a “mixed straddle” (as
described below) from the application of Section 1256 of the Code.
Any forward contract or other position entered into or held by the Fund in conjunction with any other position it holds may constitute a “straddle” for federal income tax
purposes. A straddle of which at least one, but not all, the positions are Section 1256 contracts may constitute a “mixed straddle.” In general, straddles are subject to certain rules that may affect the amount, character and timing of
recognition of the Fund’s gains and losses with respect to straddle positions by requiring, among other things, that: (1) any loss realized on disposition of one position of a straddle not be recognized to the extent that the Fund has
unrealized gains with respect to the other position in the straddle; (2) the Fund’s holding period for certain straddle positions be suspended while the straddle exists (possibly resulting in a gain being treated as short-term capital gain
rather than long-term capital gain); (3) the losses recognized with respect to certain straddle positions that are part of a mixed straddle and that are non-Section 1256 contracts be treated as 60% long-term and 40% short-term capital loss; (4)
losses recognized with respect to certain straddle positions that would otherwise constitute short-term capital losses be treated as long-term capital losses; and (5) the deduction of interest and carrying charges attributable to certain
straddle positions be deferred. Various elections are available to the Fund, which may mitigate the effects of the straddle rules, particularly with respect to mixed straddles. In general, the straddle rules described above do not apply to any
straddles held by the Fund if all of the offsetting positions consist of Section 1256 contracts.
Gain recognized on the disposition of a debt obligation purchased by a fund at a market discount (generally, at a price less than its principal amount) will be treated as
ordinary income to the extent of the portion of the market discount that accrued during the period of time the fund held the debt obligation unless the fund made a current inclusion election to accrue market discount into income as it accrues.
If the Fund purchases a debt obligation (such as a zero coupon security or pay-in-kind security) that was originally issued at a discount, the fund generally is required to include in gross income each year the portion of the original issue
discount that accrues during such year. Therefore, a fund’s investment in such securities may cause the fund to recognize income and make distributions to shareholders before it receives any cash payments on the securities. To generate cash to
satisfy those distribution requirements, a fund may have to sell portfolio securities that it otherwise might have continued to hold or to use cash flows from other sources such as the sale of fund shares.
Investments in debt obligations that are at risk of or in default present tax issues for a fund. Tax rules are not entirely clear about issues such as whether and to what
extent a fund should recognize market discount on a debt obligation, when a fund may cease to accrue interest, original issue discount or market discount, when and to what extent a fund may take deductions for bad debts or worthless securities
and how a fund should allocate payments received on obligations in default between principal and income. These and other related issues will be addressed by a fund in order to ensure that it distributes sufficient income to preserve its status
as a regulated investment company.
Convertible debt is ordinarily treated as a “single property” consisting of a pure debt interest until conversion, after which the investment becomes an equity interest. If
the security is issued at a premium (i.e., for cash in excess of the face amount payable on retirement), the creditor-holder may amortize the premium over the life of the bond. If the security is issued for cash at a price below its face
amount, the creditor-holder must accrue original issue discount in income over the life of the debt. The creditor-holder's exercise of the conversion privilege is treated as a nontaxable event. Mandatorily convertible debt (e.g., an
exchange-traded note or ETN issued in the form of an unsecured obligation that pays a return based on the performance of a specified market index, exchange currency, or commodity) is often, but not always, treated as a contract to buy or sell
the reference property rather than debt. Similarly, convertible preferred stock with a mandatory conversion feature is ordinarily, but not always, treated as equity rather than debt. Dividends received generally are qualified dividend income
and eligible for the corporate dividends-received deduction. In general, conversion of preferred stock for common stock of the same corporation is tax-free. Conversion of preferred stock for cash is a taxable redemption. Any redemption premium
for preferred stock that is redeemable by the issuing company might be required to be amortized under original issue discount principles. A change in the conversion ratio or conversion price of a convertible security on account of a dividend
paid to the issuer’s other shareholders may result in a deemed distribution of stock to the holders of the convertible security equal to the value of their increased interest in the equity of the issuer. Thus, an increase in the conversion
ratio of a convertible security can be treated as a taxable distribution of stock to a holder of the convertible security (without a corresponding receipt of cash by the holder) before the holder has converted the security.
Under the Tax Cuts and Jobs Act, “qualified REIT dividends” (i.e., ordinary REIT dividends other than capital gain dividends and portions of REIT dividends designated as qualified dividend
income) are treated as eligible for a 20% deduction by noncorporate taxpayers. This deduction, if allowed in full, equates to a maximum effective tax rate of
29.6% (37% top rate applied to income after 20% deduction). The Fund may choose to report the special character of “qualified REIT dividends” to a shareholder, provided both the Fund and a
shareholder meet that certain holding period requirements are met with respect to their shares. The amount of a RIC’s dividends eligible for the 20% deduction for a taxable year is limited to the excess of the RIC’s qualified REIT dividends for
the taxable year over allocable expenses. A noncorporate shareholder receiving such dividends would treat them as eligible for the 20% deduction, provided the shareholder meets certain holding period requirements for its shares in the RIC
(i.e., generally, RIC shares must be held by the shareholder for more than 45 days during the 91-day period beginning on the date that is 45 days before the date on which the shares become ex-dividend with respect to such dividend).
Under a Notice issued by the IRS, the Code and Treasury regulations to be issued, a portion of a fund’s income from a U.S. REIT that is attributable to the REIT’s residual interest in a real
estate mortgage investment conduit (REMIC) or equity interests in a “taxable mortgage pool” (referred to in the Code as an excess inclusion) will be subject to federal income tax in all events. The excess inclusion income of a regulated
investment company, such as the Fund, will be allocated to shareholders of the regulated investment company in proportion to the dividends received by such shareholders, with the same consequences as if the shareholders held the related REMIC
residual interest or, if applicable, taxable mortgage pool directly. In general, excess inclusion income allocated to shareholders (i) cannot be offset by net operating losses (subject to a limited exception for certain thrift institutions),
(ii) will constitute unrelated business taxable income (UBTI) to entities (including qualified pension plans, individual retirement accounts, 401(k) plans, Keogh plans or other tax-exempt entities) subject to tax on UBTI, thereby potentially
requiring such an entity that is allocated excess inclusion income, and otherwise might not be required to file a tax return, to file a tax return and pay tax on such income, and (iii) in the case of a foreign stockholder, will not qualify for
any reduction in U.S. federal withholding tax. In addition, if at any time during any taxable year a “disqualified organization” (which generally includes certain cooperatives, governmental entities, and tax-exempt organizations not subject to
UBTI) is a record holder of a share in a regulated investment company, then the regulated investment company will be subject to a tax equal to that portion of its excess inclusion income for the taxable year that is allocable to the
disqualified organization, multiplied by the corporate income tax rate. The Notice imposes certain reporting requirements upon regulated investment companies that have excess inclusion income. There can be no assurance that the Fund will not
allocate to shareholders excess inclusion income.
FINANCIAL STATEMENTS
The Fund is newly organized and therefore has not yet had any operations prior to the date of this SAI. When available, you may request a copy of the Fund’s Annual Report at
no charge by calling 1-800-617-0004 or through the Fund’s website at www.fcf-funds.com.
Appendix A
Proxy Voting Policies and Procedures for the Trust
PROXY VOTING POLICIES AND PROCEDURES OF FCF ADVISORS, LLC
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A. |
General Proxy Voting Policies
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(1) |
Firm understands and appreciates the importance of proxy voting. To the extent that Firm has discretion to vote the proxies of its advisory clients, Firm will vote any such proxies in the best interests of
advisory clients and investors (as applicable) and in accordance with the policies of Broadridge and the procedures outlined below.
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B. |
Proxy Voting Procedures
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(1) |
All proxies sent to advisory clients that are actually received by Firm or recorded by Broadridge (to vote on behalf of the advisory clients) will be provided to the Chief Compliance Officer or his delegate.
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(2) |
The Chief Compliance Officer will instruct Broadridge to generally adhere to the following procedures (subject to limited exception):
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(a) |
A written record of each proxy received by Firm or recorded by Broadridge (on behalf of its advisory clients) will be kept in Firm’s files;
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(b) |
Broadridge and the Chief Compliance Officer will determine which of Firm’s advisory clients hold the security to which the proxy relates;
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(c) |
Firm and Broadridge (collectively, referred to as “Proxy Voting Committee”) will review the proxy and determine how to vote the proxy in question in accordance with the guidelines set forth below.
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(d) |
Prior to voting any proxies, the Proxy Voting Committee will attempt to determine if there are any conflicts of interest related to the proxy in question. If a conflict is identified, the Chief Compliance
Officer will make a determination as to whether the conflict is material or not.
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(i) |
If no material conflict is identified pursuant to these procedures, the Proxy Voting Committee will make a decision on how to vote the proxy in question.
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(e) |
Although not presently intended to be used on a regular basis, Firm is empowered to retain an independent third party to vote proxies in certain situations (including situations where a material conflict of
interest is identified).
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C. |
Handling of Conflicts of Interest
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(1) |
As stated above, in evaluating how to vote a proxy, the Proxy Voting Committee will first determine whether there is a conflict of interest related to the proxy in question between Firm and its advisory
clients. This examination will include (but will not be limited to) an evaluation of whether the Firm (or any affiliate of Firm has any relationship with the company or an affiliate of the company) to which the proxy relates outside an
investment in such company by an advisory client of Firm.
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(2) |
If a conflict is identified and deemed “material” by the Proxy Voting Committee, Firm will determine whether voting in accordance with these proxy voting guidelines is in the best interests of affected
advisory clients (which may include utilizing an independent third-party to vote such proxies).
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(3) |
With respect to material conflicts, Firm will determine whether it is appropriate to disclose the conflict to affected advisory clients and investors and give advisory clients and investors the opportunity to
vote the proxies in question themselves, if applicable. If an advisory client is subject to the requirements of the
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Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and the investment management agreement between Firm and the
ERISA advisory client reserves the right to vote proxies when Firm has determined that a material conflict exists that does affect its best judgment as a fiduciary to the ERISA advisory client, Firm will:
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(a) |
Give the ERISA advisory client the opportunity to vote the proxies in question themselves; or
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(b) |
Follow designated special proxy voting procedures related to voting proxies pursuant to the terms of the investment management agreement with such ERISA Advisory Clients (if any).
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In the absence of specific voting guidelines mandated by a particular advisory client, Firm will endeavor to vote proxies in the best interests of each
advisory client via the Broadridge policy.
In some foreign markets where proxy voting demands fee payment for agent services, Firm will balance the cost and benefit of proxy
voting and may give up the proxy voting if the cost associated is greater than the benefits from voting.
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(1) |
Although voting certain proxies may be subject to the discretion of Firm, Firm is of the view that voting proxies in accordance with the following general guidelines is in the best interests of its advisory
clients:
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(a) |
Firm will generally vote in favor of routine corporate housekeeping proposals including, but not limited to, the following:
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(i) |
election of directors (where there are no related corporate governance issues);
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(ii) |
selection or reappointment of auditors; or
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(iii) |
increasing or reclassification of common stock.
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(b) |
Firm will generally vote against proposals that:
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(i) |
make it more difficult to replace members of the issuer’s board of directors or board of managers; and
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(ii) |
introduce unequal voting rights (although there may be regulatory reasons that would make such a proposal favorable to certain advisory clients of Firm.
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(c) |
Firm will generally vote against proposals that make it more difficult for an issuer to be taken over by outsiders, and in favor of proposals to do the opposite.
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(d) |
Firm will generally vote in favor of proposals by management or shareholders concerning various compensation and stock option plans that will act to make management and employee compensation more dependent on
long-term stock price performance.
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(e) |
Firm will generally vote against proposals to move the company to another state less favorable to shareholders’ interests, or to restructure classes of stock in such a way as to benefit one class of
shareholders at the expense of another, such as dual classes (A and B shares) of stock.
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E. |
Disclosure of Procedures
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A brief summary of these proxy voting procedures will be included in Firm’s Form ADV Part II and will be updated whenever these policies
and procedures are updated.
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F. |
Record-keeping Requirements
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The Chief Compliance Officer via Broadridge will be responsible for maintaining files relating to Firm’s proxy voting procedures.
Records will be maintained and preserved for five (5) years from the end of the fiscal year during which the last entry was made on a record, with records for the first two years kept in the offices of Firm. Records of the following will be
included in the files:
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(1) |
Copies of these proxy voting policies and procedures, and any amendments thereto;
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(2) |
A copy of each proxy statement that Firm or Broadridge actually receives; provided, however, that Firm may rely on obtaining a copy of proxy statements from the SEC’s EDGAR system for those proxy statements
that are so available;
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(3) |
A record of each vote that Firm via Broadridge casts;
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(4) |
A copy of any document that Firm created that was material to making a decision how to vote the proxies, or memorializes that decision (if any); and
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(5) |
A copy of each written request for information on how Firm voted such advisory client’s proxies and a copy of any written response to any request for information on how Firm voted proxies on behalf of advisory
clients.
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The CCO will review the records on a quarterly basis and report compliance on the quarterly checklist.
TRIMTABS ETF TRUST PART C
OTHER INFORMATION
Item 28. Exhibits.
(a)
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(i)
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(ii)
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(b)
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(c)
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(d)
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(i)
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(ii)
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(iii)
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(iv)
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(v)
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(e)
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(i)
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(ii)
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(iii)
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(iv)
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(f)
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Bonus, profit sharing or pension plans. (Not applicable).
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(g)
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(i)
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(ii)
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(iii)
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(iv)
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(h)
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(i)
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(ii)
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(iii)
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(iv)
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(v)
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(vi)
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(vii)
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(viii)
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(ix)
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(i)
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Opinion and Consent of Counsel – to be filed by amendment.
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(j)
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Consent of Independent Registered Public Accounting Firm – to be filed by amendment.
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(k)
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Financial Statements Omitted from Prospectus. (None)
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(l)
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(m)
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(i)
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(ii)
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(n)
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Plan Pursuant to Rule 18f-3 under the 1940 Act. (Not applicable)
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(o)
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Reserved.
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(p)
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(i)
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(ii)
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(iii)
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(iv)
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(q)
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(i)
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(ii)
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(ii)
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Item 30. Indemnification.
The Registrant is organized as a Delaware statutory trust and is operated pursuant to a Trust Instrument dated as of April 2, 2014 (the “Trust Instrument”), that
permits the Registrant to indemnify its trustees and officers under certain circumstances. Such indemnification, however, is subject to the limitations imposed by the Securities Act of 1933, as amended (“1933 Act”), and the Investment Company
Act of 1940, as amended. The Registrant’s Trust Instrument provides that officers and trustees of the Trust shall be indemnified by the Trust against liabilities and expenses of defense in proceedings against them by reason of the fact that
they each serve as an officer or trustee of the Trust or as an officer or trustee of another entity at the request of the entity.
In particular, Article IX, Sections 1 and 2 of the Registrant’s Trust Instrument provide as follows:
Section 1. INDEMNIFICATION.
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(a) |
Subject to the exceptions and limitations contained in subsection (b) below:
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(i) every person who is, or
has been, a Trustee or an officer, employee or agent of the Trust, including persons who act at the request of the Trust as directors, trustees, officers, employees or agents of another organization in which the Trust has an 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 or her in
connection with any claim, action, suit or proceeding in which he or she becomes involved as a party or otherwise by virtue of his or her being or having been a Covered Person and against amounts paid or incurred by him or her in the
settlement thereof.
(ii) as used herein, the
words “claim,” “action,” “suit” or “proceeding” shall apply to all claims, actions, suits or proceedings (whether civil, criminal or administrative proceedings, regulatory investigations, or other proceedings, including appeals), actual or
threatened, and the words “liability” and “expenses” shall include, without limitation, counsel fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities.
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(b) |
No indemnification shall be provided hereunder to a Covered Person:
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(i) who shall have been
adjudicated by a court or body before which the proceeding was brought (A) to be liable to the Trust, a Series or the Shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in
the conduct of his or her office or (B) not to have acted in good faith in the reasonable belief that his or her action was in the best interest of the Trust or the applicable Series; or
(ii) in the event of a
settlement, if there has been a determination that such Covered Person engaged in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office: (A) by the court or other
body approving the settlement; (B) by at least a majority of those Trustees who are neither Interested Persons of the Trust or the applicable Series nor are parties to the matter based upon a review of readily available facts (as opposed to a
full trial-type inquiry); or (C) 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 or the applicable Series, as the case may be, 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. Nothing contained herein shall affect any rights to indemnification to which Trust or Series personnel other than
Covered Persons may be entitled by contract or otherwise under law.
(d) To the maximum extent
permitted by applicable law, expenses in connection with the preparation and presentation of a defense to any claim, action, suit or proceeding of the character described in subsection (a) of this Section shall be paid by the
Trust or applicable Series from time to time prior to final disposition thereof upon receipt of an undertaking by or on behalf of such Covered
Person that such amount will be paid over by him or her to the Trust or applicable Series if it is ultimately determined that he or she is not entitled to indemnification under this Section; provided, however, that any such advancement will
be made in accordance with any conditions required by the Commission.
(e) Any repeal or modification
of this Article IX by the Shareholders, or adoption or modification of any other provision of this Trust Instrument or the 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.
Section 2. INDEMNIFICATION OF SHAREHOLDERS. If any Shareholder or former Shareholder of any Series is held personally liable solely by reason of his or her being or
having been a Shareholder and not because of his or her acts or omissions or for some other reason, the Shareholder or former Shareholder (or his or her heirs, executors, administrators or other legal representatives or, in the case of any
entity, its general successor) shall be entitled out of the Assets belonging to the applicable Series to be held harmless from and indemnified against all loss and expense arising from such liability. The Trust, on behalf of the affected
Series, shall, upon request by such Shareholder or former Shareholder, assume the defense of any claim made against him or her for any act or obligation of the Series and satisfy any judgment thereon or expenses related thereto from the
Assets belonging to the Series.
Section 9 of the Investment Advisory Agreement between the Registrant and FCF Advisors provides:
(a) Adviser
will give the Trust the benefit of the Adviser’s best judgment and efforts in rendering its services to the Trust. Adviser will not be liable for any error of judgment or mistake of law or for any loss suffered by any Fund, the Trust or any
of its shareholders, in connection with the matters to which this Agreement relates, except to the extent that such a loss results from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from
reckless disregard by it of its obligations and duties under this Agreement. Any person, even though also an officer, director, employee, or agent of Adviser, who may be or become an officer, Trustee, employee or agent of the Trust shall be
deemed, when rendering services to any Fund or the Trust or acting with respect to any business of such Fund or the Trust, to be rendering such service to or acting solely for the Fund or the Trust and not as an officer, director, employee,
or agent or one under the control or direction of Adviser even though paid by it.
(b) Adviser is expressly put on
notice of, and hereby acknowledges and agrees to, the limitation of shareholder liability as set forth in the Trust Instrument of the Trust and agrees that the obligations assumed by the Trust under this contract shall be limited in all cases
to the Trust and its assets. Adviser shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Trust, nor shall Adviser seek satisfaction of any such obligation from the Trustees or any individual
Trustee of the Trust. Adviser understands that the rights and obligations of each series of shares of the Trust under the Trust Instrument are separate and distinct from those of any and all other series.
(c) Neither party shall be
responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control including, without limitation, acts of
civil or military authority, national emergencies, labor difficulties (other than those related to the Adviser’s employees), fire, mechanical breakdowns, flood or catastrophe, acts of God, insurrection, war, riots or failure of the mails,
transportation, communication or power supply.
(d) Neither party to this
Agreement shall be liable to the other party for consequential damages under any provision of this Agreement.
The Distribution Agreement between the Registrant and Quasar Distributors, LLC provides:
Article 7: Indemnification of Distributor. The Trust agrees to indemnify, defend and hold harmless the Distributor and each of its
directors and officers and each person, if any, who controls the Distributor within the meaning of Section 15 of the 1933 Act against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending
any alleged loss, liability, claim, damages, or expense and reasonable counsel fees and disbursements incurred in connection therewith), (i) arising by reason of any person acquiring any Shares or Creation Units, based upon the ground that
the registration statement, prospectus, shareholder reports or other information filed or made public by the Trust (as from time to time amended) included an untrue statement of a
material fact or omitted to state a material fact required to be stated or necessary in order to make the statements made not misleading or (ii)
any breach of any representation, warranty or covenant made by the Trust in this Agreement. However, the Trust does not agree to indemnify the Distributor or hold it harmless to the extent that the statements or omission was made in reliance
upon, and in conformity with, information furnished to the Trust by or on behalf of the Distributor.
In no case (i) is the indemnity of the Trust to be deemed to protect the Distributor against any liability to the Trust or its
Shareholders to which the Distributor or such person otherwise would be subject by reason of willful misfeasance, bad faith or negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties
under this Agreement, or
(ii) is the Trust to be
liable to the Distributor under the indemnity agreement contained in this Article 7 with respect to any claim made against the Distributor or any person indemnified unless the Distributor or other person shall have notified the Trust in
writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or such other person (or after the Distributor or
the person shall have received notice of service on any designated agent). However, failure to notify the Trust of any claim shall not relieve the Trust from any liability which it may have to the Distributor or any person against whom such
action is brought otherwise than on account of its indemnity agreement contained in this paragraph.
The Trust shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to
enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the indemnified defendants in the suit
whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain legal counsel, the indemnified defendants shall bear the fees and expenses of any additional legal counsel
retained by them. If the Trust does not elect to assume the defense of a suit, it will reimburse the indemnified defendants for the reasonable fees and expenses of any legal counsel retained by the indemnified defendants.
The Trust agrees to notify the Distributor promptly of the commencement of any litigation or proceedings against it or any of
its officers or Trustees in connection with the issuance or sale of any of its Shares or Creation Units.
Article 8: Indemnification of Trust. The Distributor covenants and agrees that it will indemnify and hold harmless the Trust and each of
its Trustees, officers, employees and each person, if any, who controls the Trust within the meaning of Section 15 of the 1933 Act, against any loss, liability, damages, claim or expense (including the reasonable cost of investigating or
defending any alleged loss, liability, damages, claim or expense and reasonable counsel fees incurred in connection therewith) based upon the 1933 Act or any other statute or common law and arising by reason of any person acquiring any Shares
or Creation Units, and alleging a wrongful act of the Distributor or any of its employees or alleging that the registration statement, prospectus, shareholder reports or other information filed or made public by the Trust (as from time to
time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements not misleading, insofar as the statement or omission was made in reliance
upon and in conformity with information furnished to the Trust by or on behalf of the Distributor.
Without limiting the generality of the foregoing, Distributor shall indemnify and hold the Trust harmless from and against any
and all actual losses, expenses, and liabilities (including reasonable attorneys' fees) that the Trust may sustain or incur arising out of any breach of this Agreement.
In no case (i) is the indemnity of the Distributor in favor of the Trust or any other person indemnified to be deemed to protect the Trust or any
other person against any liability to which the Trust or such other person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of
its obligations and duties under this Agreement, or (ii) is the Distributor to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Trust or any person indemnified unless the Trust or
person, as the case may be, shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon
the Trust or upon any person (or after the Trust or such person shall have received notice of service on any designated agent). However, failure to notify the Distributor of any claim shall not relieve the Distributor from any liability which
it may have to the Trust or any person against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph.
The Distributor shall be entitled to participate, at its own expense, in the defense or, if it so elects, to assume the defense of any suit brought
to enforce the claim, but if the Distributor elects to assume the defense, the defense shall be conducted by legal counsel chosen by the Distributor and satisfactory to the indemnified defendants whose approval shall not be unreasonably
withheld. In the
event that the Distributor elects to assume the defense of any suit and retain counsel, the defendants in the suit shall bear the fees and
expenses of any additional legal counsel retained by them. If the Distributor does not elect to assume the defense of any suit, it will reimburse the indemnified defendants in the suit for the reasonable fees and expenses of any counsel
retained by them.
The Distributor agrees to notify the Trust promptly of the commencement of any litigation, regulatory action (including an investigation) or
proceedings against it or any of its officers in connection with the issue and sale of any of the Trust’s’ Shares or Creation Units.
Item 31. Business and Other Connections of the Investment Advisor.
Reference is made to the caption “Fund Management” in the Prospectus constituting Part A that is included in this Registration Statement and
“Management of the Fund” in the Statement of Additional Information constituting Part B that is included in this Registration Statement.
The information as to the directors and executive officers of FCF Advisors is set forth in FCF Advisors' Form ADV filed with the Securities and
Exchange Commission (SEC File No. 801-72450), and is incorporated herein by reference.
The information as to the directors and executive officers of Donoghue Forlines LLC is set forth in Donoghue Forlines LLC's Form ADV filed with the Securities and
Exchange Commission (SEC File No. 801-108564), and is incorporated herein by reference.
Item 32. Principal Underwriter.
(a) Quasar Distributors, LLC (the “Distributor”) serves as principal
underwriter for the following investment companies registered under the Investment Company Act of 1940, as amended:
Capital Advisors Growth Fund, Series of Advisors Series Trust
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Chase Growth Fund, Series of Advisors Series Trust
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Davidson Multi Cap Equity Fund, Series of Advisors Series Trust
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Edgar Lomax Value Fund, Series of Advisors Series Trust
|
First Sentier American Listed Infrastructure Fund, Series of Advisors Series Trust
|
First Sentier Global Listed Infrastructure Fund, Series of Advisors Series Trust
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Fort Pitt Capital Total Return Fund, Series of Advisors Series Trust
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Huber Large Cap Value Fund, Series of Advisors Series Trust
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Huber Mid Cap Value Fund, Series of Advisors Series Trust
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Huber Select Large Cap Value Fund, Series of Advisors Series Trust
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Huber Small Cap Value Fund, Series of Advisors Series Trust
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Logan Capital Broad Innovative Growth ETF, Series of Advisors Series Trust
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Medalist Partners MBS Total Return Fund, Series of Advisors Series Trust
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Medalist Partners Short Duration Fund, Series of Advisors Series Trust
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O'Shaughnessy Market Leaders Value Fund, Series of Advisors Series Trust
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PIA BBB Bond Fund, Series of Advisors Series Trust
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PIA High Yield (MACS) Fund, Series of Advisors Series Trust
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PIA High Yield Fund, Series of Advisors Series Trust
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PIA MBS Bond Fund, Series of Advisors Series Trust
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PIA Short-Term Securities Fund, Series of Advisors Series Trust
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Poplar Forest Cornerstone Fund, Series of Advisors Series Trust
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Poplar Forest Partners Fund, Series of Advisors Series Trust
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Pzena Emerging Markets Value Fund, Series of Advisors Series Trust
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Pzena International Small Cap Value Fund, Series of Advisors Series Trust
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Pzena International Value Fund, Series of Advisors Series Trust
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Pzena Mid Cap Value Fund, Series of Advisors Series Trust
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Pzena Small Cap Value Fund, Series of Advisors Series Trust
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Reverb ETF, Series of Advisors Series Trust
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Scharf Fund, Series of Advisors Series Trust
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Scharf Global Opportunity Fund, Series of Advisors Series Trust
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Scharf Multi-Asset Opportunity Fund, Series of Advisors Series Trust
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Shenkman Capital Floating Rate High Income Fund, Series of Advisors Series Trust
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Shenkman Capital Short Duration High Income Fund, Series of Advisors Series Trust
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VegTech Plant-based Innovation & Climate ETF, Series of Advisors Series Trust
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The Aegis Funds
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Allied Asset Advisors Funds
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Angel Oak Funds Trust
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Angel Oak Strategic Credit Fund
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Barrett Opportunity Fund, Inc.
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Brookfield Investment Funds
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Buffalo Funds
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Cushingâ Mutual Funds Trust
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DoubleLine Funds Trust
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EA Series Trust (f/k/a Alpha Architect ETF Trust)
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Ecofin Tax-Advantaged Social Impact Fund, Inc.
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AAM Bahl & Gaynor Small/Mid Cap Income Growth ETF, Series of ETF Series Solutions
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AAM Low Duration Preferred and Income Securities ETF, Series of ETF Series Solutions
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AAM S&P 500 Emerging Markets High Dividend Value ETF, Series of ETF Series Solutions
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AAM S&P 500 High Dividend Value ETF, Series of ETF Series Solutions
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AAM S&P Developed Markets High Dividend Value ETF, Series of ETF Series Solutions
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AAM Transformers ETF, Series of ETF Series Solutions
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AlphaMark Actively Managed Small Cap ETF, Series of ETF Series Solutions
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Aptus Collared Income Opportunity ETF, Series of ETF Series Solutions
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Aptus Defined Risk ETF, Series of ETF Series Solutions
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Aptus Drawdown Managed Equity ETF, Series of ETF Series Solutions
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Aptus Enhanced Yield ETF, Series of ETF Series Solutions
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Aptus Large Cap Enhanced Yield ETF, Series of ETF Series Solutions
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Bahl & Gaynor Income Growth ETF, Series of ETF Series Solutions
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Blue Horizon BNE ETF, Series of ETF Series Solutions
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BTD Capital Fund, Series of ETF Series Solutions
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Carbon Strategy ETF, Series of ETF Series Solutions
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Cboe Vest 10 Year Interest Rate Hedge ETF, Series of ETF Series Solutions
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ClearShares OCIO ETF, Series of ETF Series Solutions
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ClearShares Piton Intermediate Fixed Income Fund, Series of ETF Series Solutions
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ClearShares Ultra-Short Maturity ETF, Series of ETF Series Solutions
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Distillate International Fundamental Stability & Value ETF, Series of ETF Series Solutions
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Distillate Small/Mid Cash Flow ETF, Series of ETF Series Solutions
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Distillate U.S. Fundamental Stability & Value ETF, Series of ETF Series Solutions
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ETFB Green SRI REITs ETF, Series of ETF Series Solutions
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Hoya Capital High Dividend Yield ETF, Series of ETF Series Solutions
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Hoya Capital Housing ETF, Series of ETF Series Solutions
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iBET Sports Betting & Gaming ETF, Series of ETF Series Solutions
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International Drawdown Managed Equity ETF, Series of ETF Series Solutions
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LHA Market State Alpha Seeker ETF, Series of ETF Series Solutions
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LHA Market State Tactical Beta ETF, Series of ETF Series Solutions
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LHA Market State Tactical Q ETF, Series of ETF Series Solutions
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LHA Risk-Managed Income ETF, Series of ETF Series Solutions
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Loncar Cancer Immunotherapy ETF, Series of ETF Series Solutions
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Loncar China BioPharma ETF, Series of ETF Series Solutions
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McElhenny Sheffield Managed Risk ETF, Series of ETF Series Solutions
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Nationwide Dow Jones® Risk-Managed Income ETF, Series of ETF Series Solutions
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Nationwide Nasdaq-100 Risk-Managed Income ETF, Series of ETF Series Solutions
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Nationwide Russell 2000® Risk-Managed Income ETF, Series of ETF Series Solutions
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Nationwide S&P 500® Risk-Managed Income ETF, Series of ETF Series Solutions
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NETLease Corporate Real Estate ETF, Series of ETF Series Solutions
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Opus Small Cap Value ETF, Series of ETF Series Solutions
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Roundhill Acquirers Deep Value ETF, Series of ETF Series Solutions
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The Acquirers Fund, Series of ETF Series Solutions
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U.S. Global GO GOLD and Precious Metal Miners ETF, Series of ETF Series Solutions
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U.S. Global JETS ETF, Series of ETF Series Solutions
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U.S. Global Sea to Sky Cargo ETF, Series of ETF Series Solutions
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US Vegan Climate ETF, Series of ETF Series Solutions
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First American Funds, Inc.
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FundX Investment Trust
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The Glenmede Fund, Inc.
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The Glenmede Portfolios
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The GoodHaven Funds Trust
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Harding, Loevner Funds, Inc.
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Hennessy Funds Trust
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Horizon Funds
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Hotchkis & Wiley Funds
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Intrepid Capital Management Funds Trust
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Jacob Funds Inc.
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The Jensen Quality Growth Fund Inc.
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Kirr, Marbach Partners Funds, Inc.
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Leuthold Funds, Inc.
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Core Alternative ETF, Series of Listed Funds Trust
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Wahed Dow Jones Islamic World ETF, Series of Listed Funds Trust
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Wahed FTSE USA Shariah ETF, Series of Listed Funds Trust
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LKCM Funds
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LoCorr Investment Trust
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MainGate Trust
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ATAC Rotation Fund, Series of Managed Portfolio Series
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Coho Relative Value Equity Fund, Series of Managed Portfolio Series
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Coho Relative Value ESG Fund, Series of Managed Portfolio Series
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Cove Street Capital Small Cap Value Fund, Series of Managed Portfolio Series
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Ecofin Global Energy Transition Fund, Series of Managed Portfolio Series
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Ecofin Global Renewables Infrastructure Fund, Series of Managed Portfolio Series
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Ecofin Global Water ESG Fund, Series of Managed Portfolio Series
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Ecofin Sustainable Water Fund, Series of Managed Portfolio Series
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Jackson Square Large-Cap Growth Fund, Series of Managed Portfolio Series
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Jackson Square SMID-Cap Growth Fund, Series of Managed Portfolio Series
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Kensington Active Advantage Fund, Series of Managed Portfolio Series
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Kensington Defender Fund, Series of Managed Portfolio Series
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Kensington Dynamic Growth Fund, Series of Managed Portfolio Series
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Kensington Managed Income Fund, Series of Managed Portfolio Series
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LK Balanced Fund, Series of Managed Portfolio Series
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Muhlenkamp Fund, Series of Managed Portfolio Series
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Nuance Concentrated Value Fund, Series of Managed Portfolio Series
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Nuance Concentrated Value Long Short Fund, Series of Managed Portfolio Series
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Nuance Mid Cap Value Fund, Series of Managed Portfolio Series
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Olstein All Cap Value Fund, Series of Managed Portfolio Series
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Olstein Strategic Opportunities Fund, Series of Managed Portfolio Series
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Port Street Quality Growth Fund, Series of Managed Portfolio Series
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Principal Street High Income Municipal Fund, Series of Managed Portfolio Series
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Principal Street Short Term Municipal Fund, Series of Managed Portfolio Series
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Reinhart Genesis PMV Fund, Series of Managed Portfolio Series
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Reinhart International PMV Fund, Series of Managed Portfolio Series
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Reinhart Mid Cap PMV Fund, Series of Managed Portfolio Series
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Tortoise Energy Infrastructure and Income Fund, Series of Managed Portfolio Series
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Tortoise Energy Infrastructure Total Return Fund, Series of Managed Portfolio Series
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Tortoise North American Pipeline Fund, Series of Managed Portfolio Series
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V-Shares MSCI World ESG Materiality and Carbon Transition ETF, Series of Managed Portfolio Series
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V-Shares US Leadership Diversity ETF, Series of Managed Portfolio Series
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Greenspring Income Opportunities Fund, Series of Manager Directed Portfolios
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Hood River International Opportunity Fund, Series of Manager Directed Portfolios
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Hood River Small-Cap Growth Fund, Series of Manager Directed Portfolios
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Mar Vista Strategic Growth Fund, Series of Manager Directed Portfolios
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Vert Global Sustainable Real Estate Fund, Series of Manager Directed Portfolios
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Matrix Advisors Funds Trust
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Matrix Advisors Value Fund, Inc.
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Monetta Trust
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Nicholas Equity Income Fund, Inc.
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Nicholas Fund, Inc.
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Nicholas II, Inc.
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Nicholas Limited Edition, Inc.
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Oaktree Diversified Income Fund Inc.
|
Permanent Portfolio Family of Funds
|
Perritt Funds, Inc.
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Procure ETF Trust II
|
Professionally Managed Portfolios
|
Prospector Funds, Inc.
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Provident Mutual Funds, Inc.
|
Abbey Capital Futures Strategy Fund, Series of The RBB Fund, Inc.
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Abbey Capital Multi-Asset Fund, Series of The RBB Fund, Inc.
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Adara Smaller Companies Fund, Series of The RBB Fund, Inc.
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Aquarius International Fund, Series of The RBB Fund, Inc.
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Boston Partners All Cap Value Fund, Series of The RBB Fund, Inc.
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Boston Partners Emerging Markets Dynamic Equity Fund, Series of The RBB Fund, Inc.
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Boston Partners Emerging Markets Fund, Series of The RBB Fund, Inc.
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Boston Partners Global Equity Fund, Series of The RBB Fund, Inc.
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Boston Partners Global Long/Short Fund, Series of The RBB Fund, Inc.
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Boston Partners Global Sustainability Fund, Series of The RBB Fund, Inc.
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Boston Partners Long/Short Equity Fund, Series of The RBB Fund, Inc.
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Boston Partners Long/Short Research Fund, Series of The RBB Fund, Inc.
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Boston Partners Small Cap Value Fund II, Series of The RBB Fund, Inc.
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Campbell Systematic Macro Fund, Series of The RBB Fund, Inc.
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F/m Opportunistic Income ETF, Series of The RBB Fund, Inc.
|
Motley Fool 100 Index ETF, Series of The RBB Fund, Inc.
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Motley Fool Capital Efficiency 100 Index ETF, Series of The RBB Fund, Inc.
|
Motley Fool Global Opportunities ETF, Series of The RBB Fund, Inc.
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Motley Fool Mid-Cap Growth ETF, Series of The RBB Fund, Inc.
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Motley Fool Next Index ETF, Series of The RBB Fund, Inc.
|
Motley Fool Small-Cap Growth ETF, Series of The RBB Fund, Inc.
|
Optima Strategic Credit Fund, Series of The RBB Fund, Inc.
|
SGI Global Equity Fund, Series of The RBB Fund, Inc.
|
SGI Peak Growth Fund, Series of The RBB Fund, Inc.
|
SGI Prudent Growth Fund, Series of The RBB Fund, Inc.
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SGI Small Cap Core Fund, Series of The RBB Fund, Inc.
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SGI U.S. Large Cap Equity Fund, Series of The RBB Fund, Inc.
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SGI U.S. Small Cap Equity Fund, Series of The RBB Fund, Inc.
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US Treasury 10 Year Note ETF, Series of The RBB Fund, Inc.
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US Treasury 12 Month Bill ETF, Series of The RBB Fund, Inc.
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US Treasury 2 Year Note ETF, Series of The RBB Fund, Inc.
|
US Treasury 20 Year Bond ETF, Series of The RBB Fund, Inc.
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US Treasury 3 Month Bill ETF, Series of The RBB Fund, Inc.
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US Treasury 3 Year Note ETF, Series of The RBB Fund, Inc.
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US Treasury 30 Year Bond ETF, Series of The RBB Fund, Inc.
|
US Treasury 5 Year Note ETF, Series of The RBB Fund, Inc.
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US Treasury 6 Month Bill ETF, Series of The RBB Fund, Inc.
|
US Treasury 7 Year Note ETF, Series of The RBB Fund, Inc.
|
WPG Partners Select Small Cap Value Fund, Series of The RBB Fund, Inc.
|
WPG Partners Small Cap Value Diversified Fund, Series of The RBB Fund, Inc.
|
The RBB Fund Trust
|
RBC Funds Trust
|
Series Portfolios Trust
|
Thompson IM Funds, Inc.
|
TrimTabs ETF Trust
|
Trust for Advised Portfolios
|
Barrett Growth Fund, Series of Trust for Professional Managers
|
Bright Rock Mid Cap Growth Fund, Series of Trust for Professional Managers
|
Bright Rock Quality Large Cap Fund, Series of Trust for Professional Managers
|
CrossingBridge Low Duration High Yield Fund, Series of Trust for Professional Managers
|
CrossingBridge Responsible Credit Fund, Series of Trust for Professional Managers
|
CrossingBridge Ultra-Short Duration Fund, Series of Trust for Professional Managers
|
RiverPark Strategic Income Fund, Series of Trust for Professional Managers
|
Dearborn Partners Rising Dividend Fund, Series of Trust for Professional Managers
|
Jensen Global Quality Growth Fund, Series of Trust for Professional Managers
|
Jensen Quality Value Fund Series of Trust for
|
Rockefeller Climate Solutions Fund Series of
|
Professional Managers
|
Trust for Professional Managers
|
Rockefeller US Small Cap Core Fund, Series of Trust for Professional Managers
|
Terra Firma US Concentrated Realty Fund, Series of Trust for Professional Managers
|
USQ Core Real Estate Fund
|
Wall Street EWM Funds Trust
|
Wisconsin Capital Funds, Inc.
|
|
Item 32(b) The following are the Officers and Manager of the Distributor, the Registrant’s underwriter. The Distributor’s main business address is Three Canal Plaza, Suite 100, Portland, ME 04101.
Name
|
Address
|
Position with Q uasar
|
Position with Registrant
|
|
|
|
|
Teresa Cowan
|
Three Canal Plaza, Suite 100, Portland, ME 04101
|
President & Manager
|
None
|
|
|
|
|
Chris Lanza
|
Three Canal Plaza, Suite 100, Portland, ME 04101
|
Vice President
|
None
|
|
|
|
|
Kate Macchia
|
Three Canal Plaza, Suite 100, Portland, ME 04101
|
Vice President
|
None
|
|
|
|
|
Susan L. LaFond
|
Three Canal Plaza, Suite 100, Portland, ME 04101
|
Vice President, Chief Compliance Officer & Treasurer
|
None
|
|
|
|
|
Kelly B. Whetstone
|
Three Canal Plaza, Suite 100, Portland, ME 04101
|
Secretary
|
None
|
|
|
|
|
Weston Sommers
|
Three Canal Plaza, Suite 100, Portland, ME 04101
|
Financial and Operations Principal and Chief Financial Officer
|
None
|
Item 32(c) Not applicable.
Item 33. Location of Accounts and Records.
All accounts, books, and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940, as amended, and the rules promulgated thereunder are maintained at the
addresses below.
Records Relating to:
|
Are located at:
|
Registrant’s Fund Administrator, Fund Accountant, and Transfer Agent
|
U.S. Bancorp Fund Services, LLC 615 East Michigan Street Milwaukee, WI 53202
|
Registrant’s Investment Adviser
|
FCF Advisors LLC
1345 Avenue of the Americas, 33rd Floor New York, NY 10105
|
Donoghue Forlines LLC
|
Donoghue Forlines LLC
One International Place, Suite 2920
Boston, MA 02110
|
Registrant’s Custodian
|
U.S. Bank, National Association 1555 North RiverCenter Drive, Suite 302 Milwaukee, WI 53212
|
Registrant’s Distributor
|
Quasar Distributors, LLC
Three Canal Plaza, Suite 100
Portland, ME 04101
|
Item 34. Management Services
Not applicable.
Item 35. Undertakings
None.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant has duly
caused this Post-Effective Amendment No. 75 to its Registration Statement on Form N-1A to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York and State of New York, on the 19th day of April, 2024.
|
TRIMTABS ETF TRUST
|
|
|
|
|
By:
|
/s/ Jacob Pluchenik
|
|
|
President, Principal Executive Officer and Trustee
|
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment to its Registration Statement has been
signed below on April 19, 2024 by the following persons in the capacities indicated.
Signature
|
Title
|
|
|
/s/ Jacob Pluchenik
|
President, Principal Executive Officer and Trustee
|
Jacob Pluchenik
|
|
|
|
/s/ Vince (Qijun) Chen
|
Principal Financial Officer
|
Vince (Qijun) Chen
|
|
|
|
/s/ Stephen J. Posner*
|
Trustee
|
Stephen J. Posner
|
|
|
|
/s/ David A. Kelly*
|
Trustee
|
David A. Kelly
|
|
|
|
*By:/s/ Jacob Pluchenik
*Signatures affixed by Jacob Pluchenik pursuant to powers of attorney dated November 23, 2022.
TRIMTABS ETF TRUST EXHIBIT INDEX
Exhibit Exhibit No.
None.