Filed with the Securities and Exchange Commission on October 8, 2026
1933 Act Registration File No. 033-20827
1940 Act Registration File No. 811-05518
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |
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Pre-Effective Amendment No. |
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Post-Effective Amendment No. |
413 |
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and/or
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REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |
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Amendment No. |
418 |
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(Check Appropriate Box or Boxes)
THE RBB FUND, INC.
(Exact Name of Registrant as Specified in Charter)
615 East Michigan Street
Milwaukee, Wisconsin 53202
(Address of Principal Executive Offices, including Zip Code)
Registrant’s Telephone Number, including Area Code: (609) 731-6256
Copies to:
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STEVEN PLUMP |
JILLIAN L. BOSMANN, ESQUIRE |
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The RBB Fund, Inc. |
Faegre Drinker Biddle & Reath LLP |
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615 East Michigan Street |
One Logan Square, Suite 2000 |
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Milwaukee, Wisconsin 53202-5207 |
Philadelphia, Pennsylvania 19103-6996 |
Approximate Date of Proposed Public Offering: As soon as practicable after the Registration Statement becomes effective.
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immediately upon filing pursuant to paragraph (b) |
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on (date) pursuant to paragraph (b) |
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60 days after filing pursuant to paragraph (a)(1) |
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On (date) pursuant to paragraph (a)(1) |
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75 days after filing pursuant to paragraph (a)(2) |
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on (date) pursuant to paragraph (a)(2) of Rule 485. |
If appropriate, check the following box:
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This post-effective amendment designates a new effective date for a previously filed post-effective amendment. |
The information in this Prospectus 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 Prospectus 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 October 8, 2026

PROSPECTUS
dated [...], 2026
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Motley Fool 100 Premium Income ETF |
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Motley Fool 100 Tax Efficient Premium Income ETF |
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Motley Fool 100 Hedged ETF |
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Motley Fool 100 Yield Plus ETF |
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Motley Fool 100 Premium Income Buffer ETF |
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Each a series of The RBB Fund, Inc. 2000 Duke Street Suite 300 Alexandria, VA 22314
The Securities and Exchange Commission (“SEC”) has not approved or disapproved these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense. |
TABLE OF CONTENTS
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Motley Fool 100 Premium Income ETF |
1 |
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Summary Section |
2 |
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Motley Fool 100 Tax Efficient Premium Income ETF |
7 |
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Summary Section |
8 |
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Motley Fool 100 Hedged ETF |
15 |
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Summary Section |
16 |
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Motley Fool 100 Yield Plus ETF |
22 |
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Summary Section |
23 |
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Motley Fool 100 Premium Income Buffer ETF |
25 |
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Summary Section |
26 |
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Additional Information about the Funds |
32 |
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Management of the Funds |
46 |
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How to Buy and Sell Shares |
51 |
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Dividends, Distributions, and Taxes |
52 |
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Distribution |
56 |
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Additional Considerations |
56 |
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Financial Highlights |
59 |
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For More Information |
62 |
No securities dealer, sales representative, or any other person has been authorized to give any information or to make any representations, other than those contained in this Prospectus or in approved sales literature in connection with the offer contained herein, and if given or made, such other information or representations must not be relied upon as having been authorized by the Motley Fool 100 Premium Income ETF, the Motley Fool 100 Tax Efficient Premium Income ETF, the Motley Fool 100 Hedged ETF, the Motley Fool 100 Yield Plus ETF, and the Motley Fool 100 Premium Income Buffer ETF, (each a “Fund” and together, the “Funds”) or The RBB Fund, Inc. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby in any jurisdiction or to any person to whom it is unlawful to make such offer.
SUMMARY SECTION
Motley Fool 100 Premium Income ETF
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MOTLEY FOOL 100 PREMIUM INCOME ETF
SUMMARY SECTION
Investment Objective
The Motley Fool 100 Premium Income ETF (the “Premium Income Fund”) seeks to provide a high level of current income while maintaining exposure to the long-term appreciation potential of companies associated with the Motley Fool 100 Index (the “Fool 100 Index”).
Fees and Expenses
This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Premium Income Fund (“Shares”). This table and the Example below do not include the brokerage commissions that investors may pay on their purchases and sales of Premium Income Fund Shares.
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Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment): | |
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Management Fees |
[ ]% |
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Distribution (12b-1) Fees |
[ ]% |
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Other Expenses |
[ ]% |
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Total Annual Fund Operating Expenses |
[ ]% |
Example
This Example is intended to help you compare the cost of investing in the Premium Income Fund with the cost of investing in other funds. The Example assumes that you invest $10,000 in the Premium Income Fund for the time periods indicated and then hold or redeem all of your Shares at the end of those periods. The Example also assumes that: (1) your investment has a 5% return each year, and (2) the Premium Income Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
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1 Year |
3 Years |
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$[ ] |
$[ ] |
Portfolio Turnover
The Premium Income Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Premium Income Fund Shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Premium Income Fund’s performance. No portfolio turnover rate is provided for the Premium Income Fund because the Premium Income Fund had not commenced operations prior to the date of this Prospectus.
Principal Investment Strategies
The Premium Income Fund is an actively managed exchange-traded fund (“ETF”) and pursues its investment objective by investing primarily in equity securities, or instruments providing exposure to equity securities, associated with the Fool 100 Index and by employing an options overlay strategy to generate income. Motley Fool Asset Management, LLC (the “Adviser” or “Motley Fool”) serves as the investment adviser to the Premium Income Fund. [Sub-Adviser] (the “Sub-Adviser”) serves as the investment sub-adviser to the Premium Income Fund and is responsible for the implementation of the options overlay strategy.
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Fool 100 Index
The Fool 100 Index was established by Motley Fool Investment Analytics, LLC (the “Index Provider”) in 2017 and is a proprietary, rules-based index designed to track the performance of the 100 largest, most liquid U.S. companies that have been recommended by analysts and newsletters of The Motley Fool, LLC (“TMF”). Both the Index Provider and TMF are affiliates of the Adviser.
To be eligible for inclusion in the Fool 100 Index, a company must be among the 100 largest domestic firms by market capitalization in the Index Provider’s “recommendation universe.” That recommendation universe includes all companies domiciled in the United States that are either active recommendations of a newsletter published by TMF or are among the 150 highest rated U.S. companies in TMF’s analyst opinion database.
Each of the 100 largest company’s share of the Fool 100 Index (or “weighting”) is set to equal the company’s share of all Fool 100 Index companies’ aggregate market value. The Fool 100 Index is reconstituted and rebalanced quarterly. From time to time, the Fool 100 Index may include more or less than 100 companies as a result of events such as acquisitions, spin-offs and other corporate actions.
The Fool 100 Index is calculated and administered by VettaFi, LLC, which is not affiliated with the Premium Income Fund, the Adviser, Index Provider, or TMF. Additional information regarding the Fool 100 Index, including its value, is available on the website of the Fool 100 Index at www.fool100.com.
The Premium Income Fund’s Investment Strategy
The Premium Income Fund seeks to achieve its investment objective by maintaining substantial exposure to equity securities associated with the Fool 100 Index and implementing an actively managed call-option overlay designed to generate option premium income. The Sub-Adviser may write call options on individual equity securities held by the Premium Income Fund and may also utilize options referencing broad-based or other equity indexes or instruments representing the Premium Income Fund’s portfolio exposure. The Sub-Adviser will actively determine the portion of the Premium Income Fund’s portfolio is subject to the options strategy, as well as option strike prices, maturities and other terms, based on factors including market conditions, implied and realized volatility, option premiums and the desired balance between income generation and participation in equity-market appreciation.
The Premium Income Fund intends to elect to be, and intends to qualify each year for treatment as, a regulated investment company under Subchapter M of Subtitle A, Chapter 1, of the Internal Revenue Code of 1986, as amended (the “Code”). The Premium Income Fund expects to make sufficient distributions as required by the Code so that it is not subject to net U.S. federal income tax.
Principal Investment Risks
The value of the Premium Income Fund’s investments may decrease, which will cause the value of the Premium Income Fund’s Shares to decrease. As a result, you may lose money on your investment in the Premium Income Fund, and there can be no assurance that the Premium Income Fund will achieve its investment objective. Each risk summarized below is considered a “principal risk” of investing in the Premium Income Fund, regardless of the order in which it appears. The following are the principal risks that could affect the value of your investment:
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• Active Management Risk. The Premium Income Fund is subject to management risk as an actively-managed investment portfolio. The Sub-Adviser’s investment approach may fail to produce the intended results.
• Company and Market Risk. The common stock of a company may not perform as well as expected, and may decrease in value, because of factors related to the company (such as poorer-than-expected earnings or management decisions, changes in the industry in which the company is engaged, or a reduction in the demand for a company’s products or services). A variety of factors including economic, political, financial, public health crises (such as epidemics or pandemics), threatened or actual imposition of tariffs, or other disruptive events (whether real, expected or perceived) in the U.S. and global markets may adversely affect securities markets generally, which could adversely affect the value of the Premium Income Fund’s investments in common stocks. In addition, the rights of holders of common stock are subordinate to the rights of preferred shares and debt holders.
• Concentration Risk. The Premium Income Fund may be susceptible to an increased risk of loss, including losses due to adverse events that affect the Premium Income Fund’s investments more than the market as a whole, to the extent that the Premium Income Fund invests more heavily in a particular issue, issuer or issuers, country, market segment, industries, project types, or asset class.
• Counterparty Risk. Where the Premium Income Fund enters into derivative contracts that are exchange-traded or traded through a central clearing counterparty, the Premium Income Fund is subject to the counterparty risk associated with the Premium Income Fund’s clearing broker or clearinghouse. In addition, the fund may enter into derivative contracts that are privately negotiated in the over-the-counter market. These contracts also involve exposure to credit risk since contract performance depends in part on the financial condition of the counterparty. Relying on a counterparty exposes the Premium Income Fund to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the Premium Income Fund to suffer a loss. If a counterparty defaults on its payment obligations to the Fund, this default will cause the value of an investment in the Premium Income Fund to decrease. In addition, to the extent the Premium Income Fund deals with a limited number of counterparties, it will be more susceptible to the credit risks associated with those counterparties. The Premium Income Fund is neither restricted from dealing with any particular counterparty nor from concentrating any or all of its transactions with one counterparty. The ability of the Premium Income Fund to transact business with any one or number of counterparties and the absence of a regulated market to facilitate settlement may increase the potential for losses by the Premium Income Fund.
• Cyber Security Risk. Cyber security risk is the risk of an unauthorized breach and access to the Premium Income Fund’s assets, Fund or customer data (including private shareholder information), or proprietary information, or the risk of an incident occurring that causes the Premium Income Fund, the Adviser, the Sub-Adviser, custodian, transfer agent, distributor and other service providers and financial intermediaries to suffer data breaches, data corruption or lose operational functionality or prevent the Premium Income Fund’s investors from purchasing, redeeming or exchanging shares or receiving distributions. The Premium Income Fund, the Adviser and Sub-Adviser have limited ability to prevent or mitigate cybersecurity incidents affecting third-party service providers, and such third-party service providers may have limited indemnification obligations to the Premium Income Fund, the Adviser or the Sub-Adviser. Successful cyber-attacks or other cyber-failures or events affecting the Premium Income Fund or its service providers may adversely impact and cause financial losses to the Premium Income Fund or its shareholders. Issuers of securities in which the Premium Income Fund invests are also subject to cyber security risks, and the value of these securities could decline if the issuers experience cyber-attacks or other cyberfailures.
• Derivatives Risk. The Premium Income Fund’s investments in derivative instruments including options, which may be leveraged, may result in losses. Investments in derivative instruments may result in losses exceeding the amounts invested. The use of derivatives is a highly specialized activity that involves investment techniques and risks different
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from those associated with investments in more traditional securities and instruments. The use of derivatives is also subject to operational and legal risks. Operational risks generally refer to risks related to potential operational issues, including documentation issues, settlement issues, system failures, inadequate controls, and human error. Legal risks generally refer to risks of loss resulting from insufficient documentation, insufficient capacity or authority of counterparty, or legality or enforceability of a contract. Derivatives may be subject to pricing or “basis” risk, which exists when a particular derivative becomes extraordinarily expensive relative to historical prices or the prices of corresponding cash market instruments. Under certain market conditions, it may not be economically feasible to initiate a transaction or liquidate a position in time to avoid a loss or take advantage of an opportunity.
• Equity Markets Risk. The equity securities held in the Premium Income Fund’s portfolio may experience sudden, unpredictable drops in value or long periods of decline in value. This may occur because of factors that affect securities markets generally or factors affecting specific issuers, industries, or sectors in which the Premium Income Fund invests. Common stocks are generally exposed to greater risk than other types of securities, such as preferred stocks and debt obligations, because common stockholders generally have inferior rights to receive payment from issuers.
• ETF Risk. The Premium Income Fund is an ETF, and, as a result of an ETF's structure, it is exposed to the following risks:
• Authorized Participants, Market Makers and Liquidity Providers Concentration Risk. Only an authorized participant (“AP”) may engage in creation or redemption transactions directly with the Premium Income Fund. The Premium Income Fund has a limited number of financial institutions that are institutional investors and may act as APs. In addition, there may be a limited number of market makers and/or liquidity providers in the marketplace. To the extent either of the following events occur, Premium Income Fund Shares may trade at a material discount to net asset value (“NAV”) and possibly face delisting: (i) APs exit the business or otherwise become unable to process creation and/or redemption orders and no other APs step forward to perform these services, or (ii) market makers and/or liquidity providers exit the business or significantly reduce their business activities and no other entities step forward to perform their functions. These events, among others, may lead to the Premium Income Fund Shares trading at a premium or discount to NAV. Thus, you may pay more (or less) than the NAV when you buy Shares of the Premium Income Fund in the secondary market, and you may receive less (or more) than NAV when you sell those Shares in the secondary market. A diminished market for an ETF's shares substantially increases the risk that a shareholder may pay considerably more or receive significantly less than the underlying value of the ETF shares bought or sold. In periods of market volatility, APs, market makers and/or liquidity providers may be less willing to transact in Premium Income Fund Shares.
• Cash Transactions Risk. Unlike certain ETFs, the Premium Income Fund may undertake Share creations and redemptions partially or wholly for cash rather than on an in-kind basis. Because of this, the Premium Income Fund may incur costs such as brokerage costs or be unable to realize certain tax benefits associated with in-kind transfers of portfolio securities that may be realized by other ETFs. These costs may decrease the Premium Income Fund’s NAV to the extent that the costs are not offset by a transaction fee payable by an AP. An ETF that does not effectuate in-kind redemption transactions may cause its shareholders to experience higher taxable income.
• Secondary Market Trading Risk. Although Shares are listed on a national securities exchange, the Exchange (the “Exchange”), and may be traded on U.S. exchanges other than the Exchange, there can be no assurance that an active or liquid trading market for them will develop or be maintained. In addition, trading in Shares on the Exchange may be halted. During periods of market stress, there may be times when the market price of Shares is more than the NAV intra-day (premium) or less than the NAV intra-day (discount). This risk is heightened in times of market volatility or periods of steep market declines.
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• Shares May Trade at Prices Other Than NAV Risk. As with all ETFs, Shares may be bought and sold in the secondary market at market prices. Although it is expected that the market price of Shares will approximate the Premium Income Fund's NAV, there may be times when the market price of Shares is more than the NAV intra-day (premium) or less than the NAV intra-day (discount). This risk is heightened in times of market volatility or periods of steep market declines.
• Large-Capitalization Investing Risk. Investments in securities of large-capitalization companies may be relatively mature compared to smaller companies and therefore subject to slower growth during times of economic expansion.
• New Fund Risk. The Premium Income Fund is a recently organized, non-diversified management investment company with no history. In addition, there can be no assurance that the Premium Income Fund will grow to, or maintain, an economically viable size, in which case the Board of Directors (the “Board”) of The RBB Fund, Inc. (the “Company”) may determine to liquidate the Premium Income Fund.
• Non-Diversification Risk. The Premium Income Fund is non-diversified, which means that it may invest a high percentage of its assets in a limited number of securities. Since the Premium Income Fund is non-diversified, its NAV, market price and total returns may fluctuate or fall more than a diversified fund. Gains or losses on a single stock may have a greater impact on the Premium Income Fund.
• Operational Risk. The Premium Income Fund is exposed to operational risks arising from a number of factors, including, but not limited to, human error, processing and communication errors, errors of the Premium Income Fund’s service providers, counterparties, or other third parties, failed or inadequate processes and technology or systems failures. The Premium Income Fund and the Sub-Adviser seek to reduce these operational risks through controls and procedures. However, these measures do not address every possible risk and may be inadequate to address significant operational risks.
• Options Risk. An option is a type of derivative instrument that gives the holder the right (but not the obligation) to buy (a “call”) or sell (a “put”) an asset in the near future at an agreed upon price prior to the expiration date of the option. The Premium Income Fund may “cover” a call option by owning the security underlying the option or through other means. The price and value of options can be highly volatile and are influenced by, among other things, actual and anticipated changes in the value of the underlying instrument, including its anticipated volatility, which are affected by national and international fiscal and monetary policies, the time remaining until the expiration of the option contract and economic events, and their use can result in loss if the Sub-Adviser is incorrect in its expectation of price fluctuations. The value of the option contracts in which the Premium Income Fund invests are substantially influenced by the value of the underlying instrument, and the Premium Income Fund may experience substantial downside from specific option positions and certain option positions held by the Premium Income Fund may expire worthless.
o Selling or Writing Options Risks. Writing option contracts can result in losses that exceed the seller’s initial investment and may lead to additional turnover and higher tax liability. The risk involved in writing a call option is that there could be an increase in the market value of the underlying or reference asset. An underlying or reference asset may be an index, equity security, or ETF. If this occurs, the call option could be exercised and the underlying asset would then be sold at a lower price than its current market value. In the case of cash settled call options, the call seller would be required to purchase the call option at a price that is higher than the original sales price for such call option. Similarly, while writing call options can reduce the risk of owning the underlying asset, such a strategy limits the opportunity to profit from an increase in the market value of the underlying asset in exchange for up-front cash at the time of selling the call option. The risk involved in writing a put option is that there could be a decrease in the market value of the underlying asset. If this occurs, the put option could be exercised and the underlying asset would then be sold at a higher price than its current market value. In the case of cash settled put options, the put seller would be required to purchase the put option at a price that is higher than the original sales price for such put option.
o Buying or Purchasing Options Risk. If a call or put option is not sold when it has remaining value and if the market price of the underlying asset, in the case of a call option, remains less than or equal to the exercise price, or, in the case of a put, remains equal to or greater than the exercise price, the buyer will
6
lose its entire investment in the call or put option. Since many factors influence the value of an option, including the price of the underlying asset, the exercise price, the time to expiration, the interest rate, and the dividend rate of the underlying asset, the buyer’s success in implementing the option buying strategy may depend on an ability to predict movements in the prices of individual assets, fluctuations in markets, and movements in interest rates. There is no assurance that a liquid market will exist when the buyer seeks to close out an option position. When an option is purchased to hedge against price movements in an underlying asset, the price of the option may move more or less than the price of the underlying asset.
o Rolling Options Contract Risk. The Premium Income Fund’s investments in options are subject to risks related to rolling. Rolling occurs when the Fund closes out of an options contract as it nears its expiration and replaces it with a contract that has a later expiration instead of holding the option contract through expiration. When the market for these options is such that the prices are higher in the more distant delivery months than in the nearer delivery months, the sale during the course of the “rolling process” of the more nearby contract would take place at a price that is lower than the price of the more distant contract. This pattern of higher option prices for longer expiration contracts is often referred to as “contango.” Alternatively, when the market for options contracts is such that the prices are higher in the nearer months than in the more distant months, the sale during the course of the “rolling process” of the more nearby contract would take place at a price that is higher than the price of the more distant contract. This pattern of higher options prices for shorter expiration options contracts is referred to as “backwardation.” Extended periods of contango or backwardation can cause significant losses for the Premium Income Fund.
o Call Option Writing Risk. By writing call options on equity indexes or individual securities in return for premiums, the Premium Income Fund gives up the opportunity to benefit from potential increases in the value of the underlying securities above the exercise prices of the options, while continuing to bear the risk of declines in the value of its equity holdings. The premiums received from written options may not be sufficient to offset losses sustained from volatility in the underlying equity markets over time. The Premium Income Fund’s ability to benefit from appreciation in its equity portfolio may be limited while written options are outstanding, unless the Premium Income Fund cancels the option positions by purchasing offsetting options before expiration. Exchanges may suspend the trading of options in volatile markets, and if trading is suspended, the Premium Income Fund may be unable to write options at times that may be desirable or advantageous, which may increase tracking error.
o Strategy Risk. The Premium Income Fund’s strategy of combining an equity portfolio with an options overlay may not perform as expected under all market conditions. In a rising market, the Premium Income Fund may underperform the broad U.S. equity market because written call options limit the Fund’s participation in market gains above the options’ exercise prices. In addition, because the Premium Income Fund’s income strategy relies on option premiums, the level of income generated will vary with market conditions, including prevailing volatility levels and option premiums. Depending on market conditions, the Premium Income Fund’s volatility may not be lower than that of the broad market.
o FLEX Options Risk. FLEX Options are exchange-traded options contracts with customizable terms like exercise price, style, and expiration date. Due to their customization and potentially unique terms, FLEX Options may be less liquid than other securities, such as standard exchange listed options. In less liquid markets for the FLEX Options, the Premium Income Fund may have difficulty closing out certain FLEX Options at desired times and prices. The value of FLEX Options will be affected by, among others, changes in the underlying share or equity index price, changes in actual and implied interest rates, changes in the actual and implied volatility of the underlying Shares or equity index and the remaining
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time until the FLEX Options expire. The value of the FLEX Options will be determined based upon market quotations or using other recognized pricing methods, in accordance with the Company’s pricing policies and procedures. During periods of reduced market liquidity or in the absence of readily available market quotations for the holdings of the Premium Income Fund, the ability of the Premium Income Fund to value the FLEX Options becomes more difficult and the judgment of the Sub-Adviser (employing the fair value procedures adopted by the Board of Directors of the Company) may play a greater role in the valuation of the Premium Income Fund’s holdings due to reduced availability of reliable objective pricing data.
• Other Investment Companies Risk. You will indirectly bear fees and expenses charged by underlying investment companies in addition to the Premium Income Fund’s direct fees and expenses. As a result, your cost of investing in the Premium Income Fund will be higher than the cost of investing directly in the underlying investment company. The risk of owning another investment company generally reflects the risks of owning the underlying investments the investment company holds. The Premium Income Fund also will incur brokerage costs when it purchases and sells ETFs. ETFs may trade at a discount or premium to net asset value. To the extent the Premium Income Fund invests in an affiliated ETF, the Adviser may receive fees for managing the affiliated ETF in addition to the fees paid to the Adviser by the Premium Income Fund, which may create a conflict of interest.
• Securities Lending Risk. The Premium Income Fund may lend portfolio securities to institutions, such as certain broker-dealers. The Premium Income Fund may experience a loss or delay in the recovery of its securities if the borrowing institution breaches its agreement with the Premium Income Fund.
Performance Information: Performance information for the Premium Income Fund is not included because the Premium Income Fund had not commenced operations prior to the date of this Prospectus. Performance information will be available once the Premium Income Fund has at least one calendar year of performance. Updated performance information will be available on the Premium Income Fund’s website at fooletfs.com.
Management
Investment Adviser and Sub-Adviser
Motley Fool Asset Management, LLC serves as the investment adviser to the Premium Income Fund.
[Sub-Adviser] serves as the investment sub-adviser to the Premium Income Fund.
Portfolio Managers
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Team Member |
Primary Titles with the Sub-Adviser |
Start Date with the Fund |
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[PM name here] |
President and Chief Investment Officer, Portfolio Manager |
Since Inception. |
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[PM name here] |
Senior Vice President, Portfolio Manager |
Since Inception. |
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[PM name here] |
Senior Vice President, Portfolio Manager |
Since Inception. |
Purchase and Sale of Fund Shares
Shares are listed on the Exchange, and investors can only buy and sell Shares through brokers or dealers at market prices, rather than NAV. Because Shares trade at market prices rather than NAV, Shares may trade at a price greater than NAV (premium) or less than NAV (discount). An investor may incur costs attributable to the difference between the highest price a buyer is willing to pay to purchase shares (bid) and the lowest price a seller is willing to accept for shares (ask) when buying or selling shares in the secondary market (the “bid-ask spread”). Once available, information on the Premium Income Fund’s NAV, market price, premiums and discounts, and bid-ask spreads, will be provided at www.fooletfs.com.
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The Premium Income Fund issues and redeems Shares at NAV only in large blocks known as “Creation Units,” which only APs (typically, broker-dealers) may purchase or redeem. Creation Units generally consist of [10,000] Shares, though this may change from time to time. The Premium Income Fund generally issues and redeems Creation Units in exchange for a portfolio of securities closely approximating the holdings of the Premium Income Fund (the “Deposit Securities”) and/or a designated amount of U.S. cash.
Tax Information
Premium Income Fund distributions are generally taxable as ordinary income, qualified dividend income, or capital gains (or a combination), unless your investment is made through an individual retirement account (“IRA”) or other tax-advantaged account. Distributions on investments made through tax-deferred arrangements may be taxed later upon withdrawal of assets from those accounts.
Financial Intermediary Compensation
If you purchase Shares through a broker-dealer or other financial intermediary (such as a bank) (an “Intermediary”), the Premium Income Fund’s Adviser, or its affiliates may pay Intermediaries for certain activities related to the Premium Income Fund, including participation in activities that are designed to make Intermediaries more knowledgeable about exchange traded products, including the Premium Income Fund, or for other activities, such as marketing, educational training or other initiatives related to the sale or promotion of Shares. These payments may create a conflict of interest by influencing the Intermediary and your salesperson to recommend the Premium Income Fund over another investment. Any such arrangements do not result in increased Premium Income Fund expenses. Ask your salesperson or visit the Intermediary’s website for more information.
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SUMMARY SECTION
Motley Fool 100 Tax Efficient Premium Income ETF
10
MOTLEY FOOL 100 TAX EFFICIENT PREMIUM INCOME ETF
SUMMARY SECTION
Investment Objective
The Motley Fool 100 Tax Efficient Premium Income ETF (the “Tax Efficient Premium Income Fund”) seeks to provide a high level of monthly income in a tax-efficient manner while maintaining exposure to the appreciation potential of companies associated with the Motley Fool 100 Index (the “Fool 100 Index”).
Fees and Expenses
This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Tax Efficient Premium Income Fund (“Shares”). This table and the Example below do not include the brokerage commissions that investors may pay on their purchases and sales of Tax Efficient Premium Income Fund Shares.
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Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment): | ||
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Management Fees |
[ ] |
% |
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Distribution (12b-1) Fees |
[ ] |
% |
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Other Expenses |
[ ] |
% |
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Total Annual Fund Operating Expenses |
[ ] |
% |
Example
This Example is intended to help you compare the cost of investing in the Tax Efficient Premium Income Fund with the cost of investing in other funds. The Example assumes that you invest $10,000 in the Tax Efficient Premium Income Fund for the time periods indicated and then hold or redeem all of your Shares at the end of those periods. The Example also assumes that: (1) your investment has a 5% return each year, and (2) the Tax Efficient Premium Income Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
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1 Year |
3 Years |
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$[ ] |
$[ ] |
Portfolio Turnover
The Tax Efficient Premium Income Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Tax Efficient Premium Income Fund Shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Tax Efficient Premium Income Fund’s performance. No portfolio turnover rate is provided for the Tax Efficient Premium Income Fund because the Tax Efficient Premium Income Fund had not commenced operations prior to the date of this Prospectus.
Principal Investment Strategies
The Tax Efficient Premium Income Fund is an actively managed exchange-traded fund (“ETF”) and pursues its investment objective by investing primarily in equity securities, or instruments providing exposure to equity securities, associated with the Fool 100 Index and by employing an options overlay strategy to generate income in a tax efficient manner. Motley Fool Asset Management, LLC (the “Adviser” or “Motley Fool”) serves as the investment adviser to the Tax Efficient Premium Income Fund. [Sub-Adviser] (the “Sub-Adviser”) serves as the investment sub-adviser to the Tax Efficient Premium Income Fund and is responsible for the implementation of the options overlay strategy.
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Fool 100 Index
The Fool 100 Index was established by Motley Fool Investment Analytics, LLC (the “Index Provider”) in 2017 and is a proprietary, rules-based index designed to track the performance of the 100 largest, most liquid U.S. companies that have been recommended by analysts and newsletters of The Motley Fool, LLC (“TMF”). Both the Index Provider and TMF are affiliates of the Adviser.
To be eligible for inclusion in the Fool 100 Index, a company must be among the 100 largest domestic firms by market capitalization in the Index Provider’s “recommendation universe.” That recommendation universe includes all companies domiciled in the United States that are either active recommendations of a newsletter published by TMF or are among the 150 highest rated U.S. companies in TMF’s analyst opinion database.
Each of the 100 largest company’s share of the Fool 100 Index (or “weighting”) is set to equal the company’s share of all Fool 100 Index companies’ aggregate market value. The Fool 100 Index is reconstituted and rebalanced quarterly. From time to time, the Fool 100 Index may include more or less than 100 companies as a result of events such as acquisitions, spin-offs and other corporate actions.
The Fool 100 Index is calculated and administered by VettaFi, LLC, which is not affiliated with the Tax Efficient Premium Income Fund, the Adviser, Index Provider, or TMF. Additional information regarding the Fool 100 Index, including its value, is available on the website of the Fool 100 Index at www.fool100.com.
The Tax Efficient Premium Income Fund’s Investment Strategy
The Tax Efficient Premium Income Fund seeks to achieve its investment objective through a combination of equity exposure associated with the Fool 100 Index and an actively managed options strategy designed to generate income while seeking to improve the tax character of Tax Efficient Premium Income Fund returns. The options strategy may include the sale and purchase of cash-settled index options, including options intended to qualify as “Section 1256 contracts” for U.S. federal income tax purposes. The Sub-Adviser may seek to generate a net amount of option premium while retaining a portion of the Tax Efficient Premium Income Fund’s participation in equity-market appreciation.
In managing the Tax Efficient Premium Income Fund, the Adviser and Sub-Adviser may also employ tax-management techniques, including tax-loss harvesting and the realization, deferral or offsetting of gains and losses when consistent with the Tax Efficient Premium Income Fund’s investment objective and applicable requirements governing regulated investment companies (“RICs”).
The Tax Efficient Premium Income Fund intends to elect to be, and intends to qualify each year for treatment as, a RIC under Subchapter M of Subtitle A, Chapter 1, of the Internal Revenue Code of 1986, as amended (the “Code”). The Tax Efficient Premium Income Fund expects to make sufficient distributions as required by the Code so that it is not subject to net U.S., federal income tax.
Principal Investment Risks
The value of the Tax Efficient Premium Income Fund’s investments may decrease, which will cause the value of the Tax Efficient Premium Income Fund’s Shares to decrease. As a result, you may lose money on your investment in the Tax Efficient Premium Income Fund, and there can be no assurance that the Tax Efficient Premium Income Fund will achieve its investment objective. Each risk summarized below is considered a “principal risk” of investing in the Tax Efficient Premium Income Fund, regardless of the order in which it appears. The following are the principal risks that could affect the value of your investment:
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• Active Management Risk. The Tax Efficient Premium Income Fund is subject to management risk as an actively-managed investment portfolio. The Sub-Adviser’s investment approach may fail to produce the intended results.
• Company and Market Risk. The common stock of a company may not perform as well as expected, and may decrease in value, because of factors related to the company (such as poorer-than-expected earnings or management decisions, changes in the industry in which the company is engaged, or a reduction in the demand for a company’s products or services). A variety of factors including economic, political, financial, public health crises (such as epidemics or pandemics), threatened or actual imposition of tariffs, or other disruptive events (whether real, expected or perceived) in the U.S. and global markets may adversely affect securities markets generally, which could adversely affect the value of the Tax Efficient Premium Income Fund’s investments in common stocks. In addition, the rights of holders of common stock are subordinate to the rights of preferred shares and debt holders.
• Concentration Risk. The Tax Efficient Premium Income Fund may be susceptible to an increased risk of loss, including losses due to adverse events that affect the Tax Efficient Premium Income Fund’s investments more than the market as a whole, to the extent that the Tax Efficient Premium Income Fund invests more heavily in a particular issue, issuer or issuers, country, market segment, industries, project types, or asset class.
• Counterparty Risk. Where the Tax Efficient Premium Income Fund enters into derivative contracts that are exchange-traded or traded through a central clearing counterparty, the Tax Efficient Premium Income Fund is subject to the counterparty risk associated with the Tax Efficient Premium Income Fund’s clearing broker or clearinghouse. In addition, the fund may enter into derivative contracts that are privately negotiated in the over-the-counter market. These contracts also involve exposure to credit risk since contract performance depends in part on the financial condition of the counterparty. Relying on a counterparty exposes the Tax Efficient Premium Income Fund to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the Tax Efficient Premium Income Fund to suffer a loss. If a counterparty defaults on its payment obligations to the Tax Efficient Premium Income Fund, this default will cause the value of an investment in the Tax Efficient Premium Income Fund to decrease. In addition, to the extent the Tax Efficient Premium Income Fund deals with a limited number of counterparties, it will be more susceptible to the credit risks associated with those counterparties. The Tax Efficient Premium Income Fund is neither restricted from dealing with any particular counterparty nor from concentrating any or all of its transactions with one counterparty. The ability of the Tax Efficient Premium Income Fund to transact business with any one or number of counterparties and the absence of a regulated market to facilitate settlement may increase the potential for losses by the Tax Efficient Premium Income Fund.
• Cyber Security Risk. Cyber security risk is the risk of an unauthorized breach and access to the Tax Efficient Premium Income Fund’s assets, Fund or customer data (including private shareholder information), or proprietary information, or the risk of an incident occurring that causes the Tax Efficient Premium Income Fund, the Adviser, the Sub-Adviser, custodian, transfer agent, distributor and other service providers and financial intermediaries to suffer data breaches, data corruption or lose operational functionality or prevent the Tax Efficient Premium Income Fund’s investors from purchasing, redeeming or exchanging shares or receiving distributions. The Tax Efficient Premium Income Fund, the Adviser and Sub-Adviser have limited ability to prevent or mitigate cybersecurity incidents affecting third-party service providers, and such third-party service providers may have limited indemnification obligations to the Tax Efficient Premium Income Fund, the Adviser or the Sub-Adviser. Successful cyber-attacks or other cyber-failures or events affecting the Tax Efficient Premium Income Fund or its service providers may adversely impact and cause financial losses to the Tax Efficient Premium Income Fund or its shareholders. Issuers of securities in which the Tax Efficient Premium Income Fund invests are also subject to cyber security risks, and the value of these securities could decline if the issuers experience cyber-attacks or other cyberfailures.
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• Derivatives Risk. The Tax Efficient Premium Income Fund’s investments in derivative instruments including options, which may be leveraged, may result in losses. Investments in derivative instruments may result in losses exceeding the amounts invested. The use of derivatives is a highly specialized activity that involves investment techniques and risks different from those associated with investments in more traditional securities and instruments. The use of derivatives is also subject to operational and legal risks. Operational risks generally refer to risks related to potential operational issues, including documentation issues, settlement issues, system failures, inadequate controls, and human error. Legal risks generally refer to risks of loss resulting from insufficient documentation, insufficient capacity or authority of counterparty, or legality or enforceability of a contract. Derivatives may be subject to pricing or “basis” risk, which exists when a particular derivative becomes extraordinarily expensive relative to historical prices or the prices of corresponding cash market instruments. Under certain market conditions, it may not be economically feasible to initiate a transaction or liquidate a position in time to avoid a loss or take advantage of an opportunity.
• Equity Markets Risk. The equity securities held in the Tax Efficient Premium Income Fund’s portfolio may experience sudden, unpredictable drops in value or long periods of decline in value. This may occur because of factors that affect securities markets generally or factors affecting specific issuers, industries, or sectors in which the Tax Efficient Premium Income Fund invests. Common stocks are generally exposed to greater risk than other types of securities, such as preferred stocks and debt obligations, because common stockholders generally have inferior rights to receive payment from issuers.
• ETF Risk. The Tax Efficient Premium Income Fund is an ETF, and, as a result of an ETF's structure, it is exposed to the following risks:
• Authorized Participants, Market Makers and Liquidity Providers Concentration Risk. Only an authorized participant (“AP”) may engage in creation or redemption transactions directly with the Tax Efficient Premium Income Fund. The Tax Efficient Premium Income Fund has a limited number of financial institutions that are institutional investors and may act as APs. In addition, there may be a limited number of market makers and/or liquidity providers in the marketplace. To the extent either of the following events occur, Tax Efficient Premium Income Fund Shares may trade at a material discount to net asset value (“NAV”) and possibly face delisting: (i) APs exit the business or otherwise become unable to process creation and/or redemption orders and no other APs step forward to perform these services, or (ii) market makers and/or liquidity providers exit the business or significantly reduce their business activities and no other entities step forward to perform their functions. These events, among others, may lead to the Tax Efficient Premium Income Fund Shares trading at a premium or discount to NAV. Thus, you may pay more (or less) than the NAV when you buy Shares of the Tax Efficient Premium Income Fund in the secondary market, and you may receive less (or more) than NAV when you sell those Shares in the secondary market. A diminished market for an ETF's shares substantially increases the risk that a shareholder may pay considerably more or receive significantly less than the underlying value of the ETF shares bought or sold. In periods of market volatility, APs, market makers and/or liquidity providers may be less willing to transact in Tax Efficient Premium Income Fund Shares.
• Cash Transactions Risk. Unlike certain ETFs, the Tax Efficient Premium Income Fund may undertake Share creations and redemptions partially or wholly for cash rather than on an in-kind basis. Because of this, the Tax Efficient Premium Income Fund may incur costs such as brokerage costs or be unable to realize certain tax benefits associated with in-kind transfers of portfolio securities that may be realized by other ETFs. These costs may decrease the Tax Efficient Premium Income Fund’s NAV to the extent that the costs are not offset by a transaction fee payable by an AP. An ETF that does not effectuate in-kind redemption transactions may cause its shareholders to experience higher taxable income.
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• Secondary Market Trading Risk. Although Shares are listed on a national securities exchange, the Exchange (the “Exchange”), and may be traded on U.S. exchanges other than the Exchange, there can be no assurance that an active or liquid trading market for them will develop or be maintained. In addition, trading in Shares on the Exchange may be halted. During periods of market stress, there may be times when the market price of Shares is more than the NAV intra-day (premium) or less than the NAV intra-day (discount). This risk is heightened in times of market volatility or periods of steep market declines.
• Shares May Trade at Prices Other Than NAV Risk. As with all ETFs, Shares may be bought and sold in the secondary market at market prices. Although it is expected that the market price of Shares will approximate the Tax Efficient Premium Income Fund 's NAV, there may be times when the market price of Shares is more than the NAV intra-day (premium) or less than the NAV intra-day (discount). This risk is heightened in times of market volatility or periods of steep market declines.
• Large-Capitalization Investing Risk. Investments in securities of large-capitalization companies may be relatively mature compared to smaller companies and therefore subject to slower growth during times of economic expansion.
• New Fund Risk. The Tax Efficient Premium Income Fund is a recently organized, non-diversified management investment company with no history. In addition, there can be no assurance that the Tax Efficient Premium Income Fund will grow to, or maintain, an economically viable size, in which case the Board of Directors (the “Board”) of The RBB Fund, Inc. (the “Company”) may determine to liquidate the Tax Efficient Premium Income Fund.
• Non-Diversification Risk. The Tax Efficient Premium Income Fund is non-diversified, which means that it may invest a high percentage of its assets in a limited number of securities. Since the Tax Efficient Premium Income Fund is non-diversified, its NAV, market price and total returns may fluctuate or fall more than a diversified fund. Gains or losses on a single stock may have a greater impact on the Tax Efficient Premium Income Fund.
• Operational Risk. The Tax Efficient Premium Income Fund is exposed to operational risks arising from a number of factors, including, but not limited to, human error, processing and communication errors, errors of the Tax Efficient Premium Income Fund’s service providers, counterparties, or other third parties, failed or inadequate processes and technology or systems failures. The Tax Efficient Premium Income Fund and the Sub-Adviser seek to reduce these operational risks through controls and procedures. However, these measures do not address every possible risk and may be inadequate to address significant operational risks.
• Options Risk. An option is a type of derivative instrument that gives the holder the right (but not the obligation) to buy (a “call”) or sell (a “put”) an asset in the near future at an agreed upon price prior to the expiration date of the option. The Tax Efficient Premium Income Fund may “cover” a call option by owning the security underlying the option or through other means. The price and value of options can be highly volatile and are influenced by, among other things, actual and anticipated changes in the value of the underlying instrument, including its anticipated volatility, which are affected by national and international fiscal and monetary policies, the time remaining until the expiration of the option contract and economic events, and their use can result in loss if the Sub-Adviser is incorrect in its expectation of price fluctuations. The value of the option contracts in which the Tax Efficient Premium Income Fund invests are substantially influenced by the value of the underlying instrument, and the Tax Efficient Premium Income Fund may experience substantial downside from specific option positions and certain option positions held by the Tax Efficient Premium Income Fund may expire worthless.
o Selling or Writing Options Risks. Writing option contracts can result in losses that exceed the seller’s initial investment and may lead to additional turnover and higher tax liability. The risk involved in writing a call option is that there could be an increase in the market value of the underlying or reference asset. An underlying or reference asset may be an index, equity security, or ETF. If this occurs, the call option could be exercised and the underlying asset would then be sold at a lower price than its current market value. In the case of cash settled call options, the call seller would be required to purchase the call option at a price that is higher than the original sales price for such call option. Similarly, while writing call options can reduce the risk of owning the underlying asset, such a strategy limits the
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opportunity to profit from an increase in the market value of the underlying asset in exchange for up-front cash at the time of selling the call option. The risk involved in writing a put option is that there could be a decrease in the market value of the underlying asset. If this occurs, the put option could be exercised and the underlying asset would then be sold at a higher price than its current market value. In the case of cash settled put options, the put seller would be required to purchase the put option at a price that is higher than the original sales price for such put option.
o Buying or Purchasing Options Risk. If a call or put option is not sold when it has remaining value and if the market price of the underlying asset, in the case of a call option, remains less than or equal to the exercise price, or, in the case of a put, remains equal to or greater than the exercise price, the buyer will lose its entire investment in the call or put option. Since many factors influence the value of an option, including the price of the underlying asset, the exercise price, the time to expiration, the interest rate, and the dividend rate of the underlying asset, the buyer’s success in implementing the option buying strategy may depend on an ability to predict movements in the prices of individual assets, fluctuations in markets, and movements in interest rates. There is no assurance that a liquid market will exist when the buyer seeks to close out an option position. When an option is purchased to hedge against price movements in an underlying asset, the price of the option may move more or less than the price of the underlying asset.
o Rolling Options Contract Risk. The Tax Efficient Premium Income Fund’s investments in options are subject to risks related to rolling. Rolling occurs when the Tax Efficient Premium Income Fund closes out of an options contract as it nears its expiration and replaces it with a contract that has a later expiration instead of holding the option contract through expiration. When the market for these options is such that the prices are higher in the more distant delivery months than in the nearer delivery months, the sale during the course of the “rolling process” of the more nearby contract would take place at a price that is lower than the price of the more distant contract. This pattern of higher option prices for longer expiration contracts is often referred to as “contango.” Alternatively, when the market for options contracts is such that the prices are higher in the nearer months than in the more distant months, the sale during the course of the “rolling process” of the more nearby contract would take place at a price that is higher than the price of the more distant contract. This pattern of higher options prices for shorter expiration options contracts is referred to as “backwardation.” Extended periods of contango or backwardation can cause significant losses for the Tax Efficient Premium Income Fund.
o Call Option Writing Risk. By writing call options on equity indexes in return for premiums, the Tax Efficient Premium Income Fund gives up the opportunity to benefit from potential increases in the value of the underlying securities above the exercise prices of the options, while continuing to bear the risk of declines in the value of its equity holdings. The premiums received from written options may not be sufficient to offset losses sustained from volatility in the underlying equity markets over time. The Fund’s ability to benefit from appreciation in its equity portfolio may be limited while written options are outstanding, unless the Fund cancels the option positions by purchasing offsetting options before expiration. Exchanges may suspend the trading of options in volatile markets, and if trading is suspended, the Fund may be unable to write options at times that may be desirable or advantageous, which may increase tracking error.
o Strategy Risk. The Tax Efficient Premium Income Fund’s strategy of combining an equity portfolio with an options overlay may not perform as expected under all market conditions. In a rising market, the Fund may underperform the broad U.S. equity market because written call options limit the Fund’s participation in market gains above the options’ exercise prices. In addition, because the Fund’s income strategy relies on option premiums, the level of income generated will vary with market conditions,
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including prevailing volatility levels and option premiums. Depending on market conditions, the Fund’s volatility may not be lower than that of the broad market.
o FLEX Options Risk. FLEX Options are exchange-traded options contracts with customizable terms like exercise price, style, and expiration date. Due to their customization and potentially unique terms, FLEX Options may be less liquid than other securities, such as standard exchange listed options. In less liquid markets for the FLEX Options, the Tax Efficient Premium Income Fund may have difficulty closing out certain FLEX Options at desired times and prices. The value of FLEX Options will be affected by, among others, changes in the underlying share or equity index price, changes in actual and implied interest rates, changes in the actual and implied volatility of the underlying Shares or equity index and the remaining time until the FLEX Options expire. The value of the FLEX Options will be determined based upon market quotations or using other recognized pricing methods, in accordance with the Company’s pricing policies and procedures. During periods of reduced market liquidity or in the absence of readily available market quotations for the holdings of the Tax Efficient Premium Income Fund, the ability of the Tax Efficient Premium Income Fund to value the FLEX Options becomes more difficult and the judgment of the Sub-Adviser (employing the fair value procedures adopted by the Board of Directors of the Company) may play a greater role in the valuation of the Tax Efficient Premium Income Fund’s holdings due to reduced availability of reliable objective pricing data.
o Tax Risk. Certain options could create a straddle with the stocks or other long positions held by the Tax Efficient Premium Income Fund. If the options strategy results in a straddle, the Tax Efficient Premium Income Fund could lose its ability to deduct certain losses if it disposes of a position treated as part of a straddle until all offsetting positions are sold. Further, such straddle positions may preclude certain distributions from the Tax Efficient Premium Income Fund from being treated as qualified dividends subject to more favorable rates of taxation.
• Other Investment Companies Risk. You will indirectly bear fees and expenses charged by underlying investment companies in addition to the Tax Efficient Premium Income Fund’s direct fees and expenses. As a result, your cost of investing in the Tax Efficient Premium Income Fund will be higher than the cost of investing directly in the underlying investment company. The risk of owning another investment company generally reflects the risks of owning the underlying investments the investment company holds. The Tax Efficient Premium Income Fund also will incur brokerage costs when it purchases and sells ETFs. ETFs may trade at a discount or premium to net asset value. To the extent the Tax Efficient Premium Income Fund invests in an affiliated ETF, the Adviser may receive fees for managing the affiliated ETF in addition to the fees paid to the Adviser by the Tax Efficient Premium Income Fund, which may create a conflict of interest.
• Securities Lending Risk. The Tax Efficient Premium Income Fund may lend portfolio securities to institutions, such as certain broker-dealers. The Tax Efficient Premium Income Fund may experience a loss or delay in the recovery of its securities if the borrowing institution breaches its agreement with the Tax Efficient Premium Income Fund.
Performance Information: Performance information for the Tax Efficient Premium Income Fund is not included because the Tax Efficient Premium Income Fund had not commenced operations prior to the date of this Prospectus. Performance information will be available once the Tax Efficient Premium Income Fund has at least one calendar year of performance. Updated performance information will be available on the Tax Efficient Premium Income Fund’s website at fooletfs.com.
Management
Investment Adviser and Sub-Adviser
Motley Fool Asset Management, LLC serves as the investment adviser to the Tax Efficient Premium Income Fund.
[Sub-Adviser] serves as the investment sub-adviser to the Tax Efficient Premium Income Fund.
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Portfolio Managers
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Team Member |
Primary Titles with the Sub-Adviser |
Start Date with the Fund |
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[PM name here] |
President and Chief Investment Officer, Portfolio Manager |
Since Inception. |
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[PM name here] |
Senior Vice President, Portfolio Manager |
Since Inception. |
|
[PM name here] |
Senior Vice President, Portfolio Manager |
Since Inception. |
Purchase and Sale of Fund Shares
Shares are listed on the Exchange, and investors can only buy and sell Shares through brokers or dealers at market prices, rather than NAV. Because Shares trade at market prices rather than NAV, Shares may trade at a price greater than NAV (premium) or less than NAV (discount). An investor may incur costs attributable to the difference between the highest price a buyer is willing to pay to purchase shares (bid) and the lowest price a seller is willing to accept for shares (ask) when buying or selling shares in the secondary market (the “bid-ask spread”). Once available, information on the Tax Efficient Premium Income Fund’s NAV, market price, premiums and discounts, and bid-ask spreads, will be provided at www.fooletfs.com.
The Tax Efficient Premium Income Fund issues and redeems Shares at NAV only in large blocks known as “Creation Units,” which only APs (typically, broker-dealers) may purchase or redeem. Creation Units generally consist of [10,000] Shares, though this may change from time to time. The Tax Efficient Premium Income Fund generally issues and redeems Creation Units in exchange for a portfolio of securities closely approximating the holdings of the Tax Efficient Premium Income Fund (the “Deposit Securities”) and/or a designated amount of U.S. cash.
Tax Information
Tax Efficient Premium Income Fund distributions are generally taxable as ordinary income, qualified dividend income, or capital gains (or a combination), unless your investment is in an individual retirement account (“IRA”) or other tax-advantaged account. Distributions on investments made through tax-deferred arrangements may be taxed later upon withdrawal of assets from those accounts.
Financial Intermediary Compensation
If you purchase Shares through a broker-dealer or other financial intermediary (such as a bank) (an “Intermediary”), the Tax Efficient Premium Income Fund’s Adviser, or its affiliates may pay Intermediaries for certain activities related to the Tax Efficient Premium Income Fund, including participation in activities that are designed to make Intermediaries more knowledgeable about exchange traded products, including the Tax Efficient Premium Income Fund, or for other activities, such as marketing, educational training or other initiatives related to the sale or promotion of Shares. These payments may create a conflict of interest by influencing the Intermediary and your salesperson to recommend the Tax Efficient Premium Income Fund over another investment. Any such arrangements do not result in increased Tax Efficient Premium Income Fund expenses. Ask your salesperson or visit the Intermediary’s website for more information.
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SUMMARY SECTION
Motley Fool 100 Hedged ETF
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MOTLEY FOOL 100 HEDGED ETF
SUMMARY SECTION
Investment Objective
The Motley Fool 100 Hedged ETF (the “Hedged Fund”) seeks long-term capital appreciation through exposure to companies associated with the Motley Fool 100 Index (the “Fool 100 Index”), while seeking to reduce the magnitude of losses and volatility during periods of equity-market decline through a disciplined options-based hedging strategy.
Fees and Expenses
This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Hedged Fund (“Shares”). This table and the Example below do not include the brokerage commissions that investors may pay on their purchases and sales of Hedged Fund Shares.
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Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment): | ||
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Management Fees |
[ ] |
% |
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Distribution (12b-1) Fees |
[ ] |
% |
|
Other Expenses |
[ ] |
% |
|
Total Annual Fund Operating Expenses |
[ ] |
% |
Example
This Example is intended to help you compare the cost of investing in the Hedged Fund with the cost of investing in other funds. The Example assumes that you invest $10,000 in the Hedged Fund for the time periods indicated and then hold or redeem all of your Shares at the end of those periods. The Example also assumes that: (1) your investment has a 5% return each year, and (2) the Hedged Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
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1 Year |
3 Years |
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$[ ] |
$[ ] |
Portfolio Turnover
The Hedged Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Hedged Fund’s performance. No portfolio turnover rate is provided for the Hedged Fund because the Hedged Fund had not commenced operations prior to the date of this Prospectus.
Principal Investment Strategies
The Hedged Fund is an actively managed exchange-traded fund (“ETF”) and pursues its investment objective by investing primarily in equity securities, or instruments providing exposure to equity securities, associated with the Fool 100 Index and by employing an options overlay strategy to reduce downside risk or overall portfolio volatility. Motley Fool Asset Management, LLC (the “Adviser” or “Motley Fool”) serves as the investment adviser to the Hedged Fund. [Sub-Adviser] (the “Sub-Adviser”) serves as the investment sub-adviser to the Hedged Fund and is responsible for the implementation of the options overlay strategy. Due to the Hedged Fund's strategy, the returns an investor will receive from an investment in the Fund have characteristics that are distinct from many other investment vehicles. It is important that you understand these characteristics before making an investment in the Hedged Fund.
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Fool 100 Index
The Fool 100 Index was established by Motley Fool Investment Analytics, LLC (the “Index Provider”) in 2017 and is a proprietary, rules-based index designed to track the performance of the 100 largest, most liquid U.S. companies that have been recommended by analysts and newsletters of The Motley Fool, LLC (“TMF”). Both the Index Provider and TMF are affiliates of the Adviser.
To be eligible for inclusion in the Fool 100 Index, a company must be among the 100 largest domestic firms by market capitalization in the Index Provider’s “recommendation universe.” That recommendation universe includes all companies domiciled in the United States that are either active recommendations of a newsletter published by TMF or are among the 150 highest rated U.S. companies in TMF’s analyst opinion database.
Each of the 100 largest company’s share of the Fool 100 Index (or “weighting”) is set to equal the company’s share of all Fool 100 Index companies’ aggregate market value. The Fool 100 Index is reconstituted and rebalanced quarterly. From time to time, the Fool 100 Index may include more or less than 100 companies as a result of events such as acquisitions, spin-offs and other corporate actions.
The Fool 100 Index is calculated and administered by VettaFi, LLC, which is not affiliated with the Hedged Fund, the Adviser, Index Provider, or TMF. Additional information regarding the Fool 100 Index, including its value, is available on the website of the Fool 100 Index at www.fool100.com .
The Hedged Fund’s Investment Strategy
The Hedged Fund seeks to achieve its investment objective by maintaining exposure to equity securities associated with the Fool 100 Index and implementing an actively managed options overlay intended to reduce the Hedged Fund’s sensitivity to significant equity-market declines. The options overlay may include the purchase and sale of put and call options, including combinations of options designed to establish predetermined ranges of downside protection and upside participation over specified approximate three-month hedge periods each, a "Hedge Period."
The Sub-Adviser expects generally to establish an options position at the beginning of each Hedge Period and to roll the position as each Hedge Period concludes. However, the Hedged Fund does not seek to provide a predetermined or fixed upside cap or downside buffer for any Hedge Period. Instead, the Sub-Adviser actively manages the options overlay throughout each Hedge Period and may adjust, roll, close out or replace option positions at any time. The Sub-Adviser may do so in response to changes in the level of the Fool 100 Index, implied volatility, option pricing, the cost of hedging, and other market conditions. As a result, the level of upside participation available to the Hedged Fund (the "cap") and the level of downside protection it seeks to provide (the "buffer") are not fixed. They are expected to change, potentially frequently, during each Hedge Period as well as from one Hedge Period to the next. The cap and buffer at any time may be higher or lower than at the start of the Hedge Period. Changes the Sub-Adviser makes during a Hedge Period may reduce or eliminate downside protection or upside participation an investor would otherwise have expected based on the Hedged Fund's positions at an earlier point in time.
Because the cost of the hedge may be financed in whole or in part through the sale of other options, the strategy may limit the Hedged Fund's participation in equity-market gains. Any upside participation and downside protection the Hedged Fund provides will be reduced by the Hedged Fund's management fee and by brokerage commissions, trading fees, taxes and extraordinary expenses not included in the management fee. Information about the Hedged Fund's current option positions, and the approximate upside participation and downside protection those positions provide, will be available on the Hedged Fund's website at www.fooletfs.com and updated daily.
There is no guarantee that the Hedged Fund will achieve any level of downside protection or upside participation for any Hedge Period or any part of one. Because the cap and buffer change throughout each Hedge Period, an investor who holds Shares for an entire Hedge Period will not necessarily receive any particular outcome. An investor who buys or sells Shares during a Hedge Period may experience results that differ materially from those of other investors. You may lose some or all of your money by investing in the Hedged Fund.
The Hedged Fund intends to elect to be, and intends to qualify each year for treatment as, a regulated investment company under Subchapter M of Subtitle A, Chapter 1, of the Internal Revenue Code of 1986, as amended (the “Code”). The Hedged Fund expects to make sufficient distributions as required by the Code so that it is not subject to net U.S., federal income tax.
Principal Investment Risks
The value of the Hedged Fund’s investments may decrease, which will cause the value of the Hedged Fund’s Shares to decrease. As a result, you may lose money on your investment in the Hedged Fund, and there can be no assurance that the Hedged Fund will achieve its investment objective. Each risk summarized below is considered a “principal risk” of investing in the Hedged Fund, regardless of the order in which it appears. The following are the principal risks that could affect the value of your investment:
• Active Management Risk. The Hedged Fund is subject to management risk as an actively-managed investment portfolio. The Sub-Adviser’s investment approach may fail to produce the intended results.
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• Cash or Cash Equivalents Risk. When the Hedged Fund holds a significant amount of cash or cash equivalents, such as highly-rated short-term fixed income securities, and does not have significant exposures through investments in derivatives, it may not meet its investment objective and the Hedged Fund’s performance may significantly lag that of market indices which, by definition, are composed of groups of securities without a cash component. In addition, increases in inflation may lead to a decline in the value of cash or cash equivalent securities.
• Company and Market Risk. The common stock of a company may not perform as well as expected, and may decrease in value, because of factors related to the company (such as poorer-than-expected earnings or management decisions, changes in the industry in which the company is engaged, or a reduction in the demand for a company’s products or services). A variety of factors including economic, political, financial, public health crises (such as epidemics or pandemics), threatened or actual imposition of tariffs, or other disruptive events (whether real, expected or perceived) in the U.S. and global markets may adversely affect securities markets generally, which could adversely affect the value of the Hedged Fund’s investments in common stocks. In addition, the rights of holders of common stock are subordinate to the rights of preferred shares and debt holders.
• Concentration Risk. The Hedged Fund may be susceptible to an increased risk of loss, including losses due to adverse events that affect the Hedged Fund’s investments more than the market as a whole, to the extent that the Hedged Fund invests more heavily in a particular issue, issuer or issuers, country, market segment, industries, project types, or asset class.
• Counterparty Risk. Where the Hedged Fund enters into derivative contracts that are exchange-traded or traded through a central clearing counterparty, the Hedged Fund is subject to the counterparty risk associated with the Hedged Fund’s clearing broker or clearinghouse. In addition, the fund may enter into derivative contracts that are privately negotiated in the over-the-counter market. These contracts also involve exposure to credit risk since contract performance depends in part on the financial condition of the counterparty. Relying on a counterparty exposes the Hedged Fund to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the Hedged Fund to suffer a loss. If a counterparty defaults on its payment obligations to the Hedged Fund, this default will cause the value of an investment in the Hedged Fund to decrease. In addition, to the extent the Hedged Fund deals with a limited number of counterparties, it will be more susceptible to the credit risks associated with those counterparties. The Hedged Fund is neither restricted from dealing with any particular counterparty nor from concentrating any or all of its transactions with one counterparty. The ability of the Hedged Fund to transact business with any one or number of counterparties and the absence of a regulated market to facilitate settlement may increase the potential for losses by the Hedged Fund.
• Cyber Security Risk. Cyber security risk is the risk of an unauthorized breach and access to the Hedged Fund’s assets, Fund or customer data (including private shareholder information), or proprietary information, or the risk of an incident occurring that causes the Hedged Fund, the Adviser, the Sub-Adviser, custodian, transfer agent, distributor and other service providers and financial intermediaries to suffer data breaches, data corruption or lose operational functionality or prevent the Hedged Fund’s investors from purchasing, redeeming or exchanging shares or receiving distributions. The Hedged Fund, the Adviser and the Sub-Adviser have limited ability to prevent or mitigate cybersecurity incidents affecting third-party service providers, and such third-party service providers may have limited indemnification obligations to the Hedged Fund, the Adviser or the Sub-Adviser. Successful cyber-attacks or other cyber-failures or events affecting the Hedged Fund or its service providers may adversely impact and cause financial losses to the Hedged Fund or its shareholders. Issuers of securities in which the Hedged Fund invests are also subject to cyber security risks, and the value of these securities could decline if the issuers experience cyber-attacks or other cyberfailures.
• Derivatives Risk. The Hedged Fund’s investments in derivative instruments including options, which may be leveraged, may result in losses. Investments in derivative instruments may result in losses exceeding the amounts
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invested. The use of derivatives is a highly specialized activity that involves investment techniques and risks different from those associated with investments in more traditional securities and instruments. The use of derivatives is also subject to operational and legal risks. Operational risks generally refer to risks related to potential operational issues, including documentation issues, settlement issues, system failures, inadequate controls, and human error. Legal risks generally refer to risks of loss resulting from insufficient documentation, insufficient capacity or authority of counterparty, or legality or enforceability of a contract. Derivatives may be subject to pricing or “basis” risk, which exists when a particular derivative becomes extraordinarily expensive relative to historical prices or the prices of corresponding cash market instruments. Under certain market conditions, it may not be economically feasible to initiate a transaction or liquidate a position in time to avoid a loss or take advantage of an opportunity.
• Equity Markets Risk. The equity securities held in the Hedged Fund’s portfolio may experience sudden, unpredictable drops in value or long periods of decline in value. This may occur because of factors that affect securities markets generally or factors affecting specific issuers, industries, or sectors in which the Hedged Fund invests. Common stocks are generally exposed to greater risk than other types of securities, such as preferred stocks and debt obligations, because common stockholders generally have inferior rights to receive payment from issuers.
• Futures and Forward Contracts and Related Risks: The successful use of futures and forward contracts draws upon the Sub-Adviser’s skill and experience with respect to such instruments and are subject to special risk considerations. The primary risks associated with the use of futures and forward contracts are:
o Futures and forward contracts have a high degree of price variability and are subject to occasional rapid and substantial changes;
o The imperfect correlation between the change in market value of the forward or futures contracts and the market value of the underlying instrument or reference assets with respect to such contracts;
o Possible lack of a liquid secondary market for a forward or futures contract and the resulting inability to close a forward or futures contract when desired;
o Possible market disruption or other extraordinary events, including but not limited to, governmental intervention;
o Potentially unlimited losses caused by unanticipated market movements;
o The Hedged Fund’s inability to predict correctly the direction of securities prices, interest rates, currency exchange rates and other economic factors;
o The possibility that the counterparty will default in the performance of its obligations; and
o If the Hedged Fund has insufficient cash, it may either have to sell securities from its portfolio to meet daily variation margin requirements with respect to its derivative instruments or close certain positions at a time when it may be disadvantageous to do so.
The use of futures contracts, forward contracts and derivative instruments could have the economic effect of financial leverage. Financial leverage magnifies exposure to the swings in prices of an asset class underlying an investment and results in increased volatility, which means the Hedged Fund will have the potential for greater losses than if the Hedged Fund did not employ leverage in its investment activity. Leveraging tends to magnify, sometimes significantly, the effect of any increase or decrease in the Hedged Fund’s exposure to an asset class and may cause the value of the Hedged Fund’s securities or related derivatives instruments to be volatile. Accordingly, the Hedged Fund’s NAV may be volatile because
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of its investment exposure to a derivative instrument. There is no assurance that the Hedged Fund’s investment in a derivative instrument with leveraged exposure to certain investments and markets will enable the Hedged Fund to achieve its investment objective.
• ETF Risk. The Hedged Fund is an ETF, and, as a result of an ETF's structure, it is exposed to the following risks:
• Authorized Participants, Market Makers and Liquidity Providers Concentration Risk. Only an authorized participant (“AP”) may engage in creation or redemption transactions directly with the Hedged Fund. The Hedged Fund has a limited number of financial institutions that are institutional investors and may act as APs. In addition, there may be a limited number of market makers and/or liquidity providers in the marketplace. To the extent either of the following events occur, Hedged Fund Shares may trade at a material discount to net asset value (“NAV”) and possibly face delisting: (i) APs exit the business or otherwise become unable to process creation and/or redemption orders and no other APs step forward to perform these services, or (ii) market makers and/or liquidity providers exit the business or significantly reduce their business activities and no other entities step forward to perform their functions. These events, among others, may lead to the Hedged Fund Shares trading at a premium or discount to NAV. Thus, you may pay more (or less) than the NAV when you buy Shares of the Hedged Fund in the secondary market, and you may receive less (or more) than NAV when you sell those Shares in the secondary market. A diminished market for an ETF's shares substantially increases the risk that a shareholder may pay considerably more or receive significantly less than the underlying value of the ETF shares bought or sold. In periods of market volatility, APs, market makers and/or liquidity providers may be less willing to transact in Hedged Fund Shares.
• Cash Transactions Risk. Unlike certain ETFs, the Hedged Fund may undertake Share creations and redemptions partially or wholly for cash rather than on an in-kind basis. Because of this, the Hedged Fund may incur costs such as brokerage costs or be unable to realize certain tax benefits associated with in-kind transfers of portfolio securities that may be realized by other ETFs. These costs may decrease the Hedged Fund’s NAV to the extent that the costs are not offset by a transaction fee payable by an AP. An ETF that does not effectuate in-kind redemption transactions may cause its shareholders to experience higher taxable income.
• Secondary Market Trading Risk. Although Shares are listed on a national securities exchange, the Exchange (the “Exchange”), and may be traded on U.S. exchanges other than the Exchange, there can be no assurance that an active or liquid trading market for them will develop or be maintained. In addition, trading in Shares on the Exchange may be halted. During periods of market stress, there may be times when the market price of Shares is more than the NAV intra-day (premium) or less than the NAV intra-day (discount). This risk is heightened in times of market volatility or periods of steep market declines.
• Shares May Trade at Prices Other Than NAV Risk. As with all ETFs, Shares may be bought and sold in the secondary market at market prices. Although it is expected that the market price of Shares will approximate the Hedged Fund 's NAV, there may be times when the market price of Shares is more than the NAV intra-day (premium) or less than the NAV intra-day (discount). This risk is heightened in times of market volatility or periods of steep market declines.
• Hedging Strategy Risk. The Hedged Fund’s use of options for hedging may not effectively protect against equity-market declines. In addition, the cost of hedging may be financed in whole or in part through the sale of call or put options, which may limit the Hedged Fund’s participation in equity-market gains. In a rising market, the Hedged Fund may underperform the broad U.S. equity market because the hedge limits the Hedged Fund’s upside participation. The hedging strategy is designed to operate over discrete hedge periods, and investors who purchase or sell shares between hedge periods or who do not hold for the full hedge period may experience results that differ materially from the stated
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investment objectives. There is no guarantee that the Hedged Fund will be successful in its attempt to provide a hedge against equity-market declines.
• Large-Capitalization Investing Risk. Investments in securities of large-capitalization companies may be relatively mature compared to smaller companies and therefore subject to slower growth during times of economic expansion.
• New Fund Risk. The Hedged Fund is a recently organized, non-diversified management investment company with no history. In addition, there can be no assurance that the Hedged Fund will grow to, or maintain, an economically viable size, in which case the Board of Directors (the “Board”) of The RBB Fund, Inc. (the “Company”) may determine to liquidate the Hedged Fund.
• Non-Diversification Risk. The Hedged Fund is non-diversified, which means that it may invest a high percentage of its assets in a limited number of securities. Since the Hedged Fund is non-diversified, its NAV, market price and total returns may fluctuate or fall more than a diversified fund. Gains or losses on a single stock may have a greater impact on the Hedged Fund.
• Operational Risk. The Hedged Fund is exposed to operational risks arising from a number of factors, including, but not limited to, human error, processing and communication errors, errors of the Hedged Fund’s service providers, counterparties, or other third parties, failed or inadequate processes and technology or systems failures. The Hedged Fund and the Sub-Adviser seek to reduce these operational risks through controls and procedures. However, these measures do not address every possible risk and may be inadequate to address significant operational risks.
• Options Risk. An option is a type of derivative instrument that gives the holder the right (but not the obligation) to buy (a “call”) or sell (a “put”) an asset in the near future at an agreed upon price prior to the expiration date of the option. The Hedged Fund may “cover” a call option by owning the security underlying the option or through other means. The price and value of options can be highly volatile and are influenced by, among other things, actual and anticipated changes in the value of the underlying instrument, including its anticipated volatility, which are affected by national and international fiscal and monetary policies, the time remaining until the expiration of the option contract and economic events, and their use can result in loss if the Sub-Adviser is incorrect in its expectation of price fluctuations. The value of the option contracts in which the Hedged Fund invests are substantially influenced by the value of the underlying instrument, and the Hedged Fund may experience substantial downside from specific option positions and certain option positions held by the Hedged Fund may expire worthless.
o Selling or Writing Options Risks. Writing option contracts can result in losses that exceed the seller’s initial investment and may lead to additional turnover and higher tax liability. The risk involved in writing a call option is that there could be an increase in the market value of the underlying or reference asset. An underlying or reference asset may be an index, equity security, or ETF. If this occurs, the call option could be exercised and the underlying asset would then be sold at a lower price than its current market value. In the case of cash settled call options, the call seller would be required to purchase the call option at a price that is higher than the original sales price for such call option. Similarly, while writing call options can reduce the risk of owning the underlying asset, such a strategy limits the opportunity to profit from an increase in the market value of the underlying asset in exchange for up-front cash at the time of selling the call option. The risk involved in writing a put option is that there could be a decrease in the market value of the underlying asset. If this occurs, the put option could be exercised and the underlying asset would then be sold at a higher price than its current market value. In the case of cash settled put options, the put seller would be required to purchase the put option at a price that is higher than the original sales price for such put option.
o Buying or Purchasing Options Risk. If a call or put option is not sold when it has remaining value and if the market price of the underlying asset, in the case of a call option, remains less than or equal to the exercise price, or, in the case of a put, remains equal to or greater than the exercise price, the buyer will lose its entire investment in the call or put option. Since many factors influence the value of an option, including the price of the underlying asset, the exercise price, the time to expiration, the interest rate, and the dividend rate of the underlying asset, the buyer’s success in implementing the option buying strategy may depend on an ability to predict movements in the prices of individual assets, fluctuations
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in markets, and movements in interest rates. There is no assurance that a liquid market will exist when the buyer seeks to close out an option position. When an option is purchased to hedge against price movements in an underlying asset, the price of the option may move more or less than the price of the underlying asset.
o Rolling Options Contract Risk. The Hedged Fund’s investments in options are subject to risks related to rolling. Rolling occurs when the Hedged Fund closes out of an options contract as it nears its expiration and replaces it with a contract that has a later expiration instead of holding the option contract through expiration. When the market for these options is such that the prices are higher in the more distant delivery months than in the nearer delivery months, the sale during the course of the “rolling process” of the more nearby contract would take place at a price that is lower than the price of the more distant contract. This pattern of higher option prices for longer expiration contracts is often referred to as “contango.” Alternatively, when the market for options contracts is such that the prices are higher in the nearer months than in the more distant months, the sale during the course of the “rolling process” of the more nearby contract would take place at a price that is higher than the price of the more distant contract. This pattern of higher options prices for shorter expiration options contracts is referred to as “backwardation.” Extended periods of contango or backwardation can cause significant losses for the Hedged Fund.
o FLEX Options Risk. FLEX Options are exchange-traded options contracts with customizable terms like exercise price, style, and expiration date. Due to their customization and potentially unique terms, FLEX Options may be less liquid than other securities, such as standard exchange listed options. In less liquid markets for the FLEX Options, the Hedged Fund may have difficulty closing out certain FLEX Options at desired times and prices. The value of FLEX Options will be affected by, among others, changes in the underlying share or equity index price, changes in actual and implied interest rates, changes in the actual and implied volatility of the underlying Shares or equity index and the remaining time until the FLEX Options expire. The value of the FLEX Options will be determined based upon market quotations or using other recognized pricing methods, in accordance with the Company’s pricing policies and procedures. During periods of reduced market liquidity or in the absence of readily available market quotations for the holdings of the Hedged Fund, the ability of the Hedged Fund to value the FLEX Options becomes more difficult and the judgment of the Sub-Adviser (employing the fair value procedures adopted by the Board of Directors of the Company) may play a greater role in the valuation of the Hedged Fund’s holdings due to reduced availability of reliable objective pricing data.
• Other Investment Companies Risk. You will indirectly bear fees and expenses charged by underlying investment companies in addition to the Hedged Fund’s direct fees and expenses. As a result, your cost of investing in the Hedged Fund will be higher than the cost of investing directly in the underlying investment company. The risk of owning another investment company generally reflects the risks of owning the underlying investments the investment company holds. The Hedged Fund also will incur brokerage costs when it purchases and sells ETFs. ETFs may trade at a discount or premium to net asset value. To the extent the Hedged Fund invests in an affiliated ETF, the Adviser may receive fees for managing the affiliated ETF in addition to the fees paid to the Adviser by the Hedged Fund, which may create a conflict of interest.
• Securities Lending Risk. The Hedged Fund may lend portfolio securities to institutions, such as certain broker-dealers. The Hedged Fund may experience a loss or delay in the recovery of its securities if the borrowing institution breaches its agreement with the Hedged Fund.
Performance Information: Performance information for the Hedged Fund is not included because the Hedged Fund had not commenced operations prior to the date of this Prospectus. Performance information will be available once the Hedged
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Fund has at least one calendar year of performance. Updated performance information will be available on the Hedged Fund’s website at fooletfs.com.
Management
Investment Adviser and Sub-Adviser
Motley Fool Asset Management, LLC serves as the investment adviser to the Hedged Fund.
[Sub-Adviser] serves as the investment sub-adviser to the Hedged Fund.
Portfolio Managers
|
Team Member |
Primary Titles with the Sub-Adviser |
Start Date with the Fund |
|
[PM name here] |
President and Chief Investment Officer, Portfolio Manager |
Since Inception. |
|
[PM name here] |
Senior Vice President, Portfolio Manager |
Since Inception. |
|
[PM name here] |
Senior Vice President, Portfolio Manager |
Since Inception. |
Purchase and Sale of Fund Shares
Shares are listed on the Exchange, and investors can only buy and sell Shares through brokers or dealers at market prices, rather than NAV. Because Shares trade at market prices rather than NAV, Shares may trade at a price greater than NAV (premium) or less than NAV (discount). An investor may incur costs attributable to the difference between the highest price a buyer is willing to pay to purchase shares (bid) and the lowest price a seller is willing to accept for shares (ask) when buying or selling shares in the secondary market (the “bid-ask spread”). Once available, information on the Hedged Fund’s NAV, market price, premiums and discounts, and bid-ask spreads, will be provided at www.fooletfs.com.
The Hedged Fund issues and redeems Shares at NAV only in large blocks known as “Creation Units,” which only APs (typically, broker-dealers) may purchase or redeem. Creation Units generally consist of [10,000] Shares, though this may change from time to time. The Hedged Fund generally issues and redeems Creation Units in exchange for a portfolio of securities closely approximating the holdings of the Hedged Fund (the “Deposit Securities”) and/or a designated amount of U.S. cash.
Tax Information
Hedged Fund distributions are generally taxable as ordinary income, qualified dividend income, or capital gains (or a combination), unless your investment is in an individual retirement account (“IRA”) or other tax-advantaged account. Distributions on investments made through tax-deferred arrangements may be taxed later upon withdrawal of assets from those accounts.
Financial Intermediary Compensation
If you purchase Shares through a broker-dealer or other financial intermediary (such as a bank) (an “Intermediary”), the Hedged Fund’s Adviser, or its affiliates may pay Intermediaries for certain activities related to the Hedged Fund, including participation in activities that are designed to make Intermediaries more knowledgeable about exchange traded products, including the Hedged Fund, or for other activities, such as marketing, educational training or other initiatives related to the sale or promotion of Shares. These payments may create a conflict of interest by influencing the Intermediary and your salesperson to recommend the Hedged Fund over another investment. Any such arrangements do not result in increased Hedged Fund expenses. Ask your salesperson or visit the Intermediary’s website for more information.
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SUMMARY SECTION
Motley Fool 100 Yield Plus ETF
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MOTLEY FOOL 100 YIELD PLUS ETF
SUMMARY SECTION
Investment Objective
The Motley Fool 100 Yield Plus ETF (the “Yield Plus Fund”) seeks long-term capital appreciation and current income, with the objective of enhancing total return relative to an investment providing comparable Motley Fool 100 Index (the “Fool 100 Index”) equity exposure.
Fees and Expenses
This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Yield Plus Fund (“Shares”). This table and the Example below do not include the brokerage commissions that investors may pay on their purchases and sales of Yield Plus Fund Shares.
| Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment): | ||||
| Management Fees | [ ] | % | ||
| Distribution (12b-1) Fees | [ ] | % | ||
| Other Expenses | [ ] | % | ||
| Total Annual Fund Operating Expenses | [ ] | % |
Example
This Example is intended to help you compare the cost of investing in the Yield Plus Fund with the cost of investing in other funds. The Example assumes that you invest $10,000 in the Yield Plus Fund for the time periods indicated and then hold or redeem all of your Shares at the end of those periods. The Example also assumes that: (1) your investment has a 5% return each year, and (2) the Yield Plus Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
|
1 Year |
3 Years |
|
$[ ] |
$[ ] |
Portfolio Turnover
The Yield Plus Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Yield Plus Fund Shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Yield Plus Fund’s performance. No portfolio turnover rate is provided for the Yield Plus Fund because the Yield Plus Fund had not commenced operations prior to the date of this Prospectus.
Principal Investment Strategies
The Yield Plus Fund is an actively managed exchange-traded fund (“ETF”) and pursues its investment objective by investing primarily in equity securities, or instruments providing exposure to equity securities, associated with the Fool 100 Index and by employing an income-oriented options overlay. Motley Fool Asset Management, LLC (the “Adviser” or “Motley Fool”) serves as the investment adviser to the Yield Plus Fund. [Sub-Adviser] (the “Sub-Adviser”) serves as the investment sub-adviser to the Yield Plus Fund and is responsible for the implementation of the options overlay strategy.
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Fool 100 Index
The Fool 100 Index was established by Motley Fool Investment Analytics, LLC (the “Index Provider”) in 2017 and is a proprietary, rules-based index designed to track the performance of the 100 largest, most liquid U.S. companies that have been recommended by analysts and newsletters of The Motley Fool, LLC (“TMF”). Both the Index Provider and TMF are affiliates of the Adviser.
To be eligible for inclusion in the Fool 100 Index, a company must be among the 100 largest domestic firms by market capitalization in the Index Provider’s “recommendation universe.” That recommendation universe includes all companies domiciled in the United States that are either active recommendations of a newsletter published by TMF or are among the 150 highest rated U.S. companies in TMF’s analyst opinion database.
Each of the 100 largest company’s share of the Fool 100 Index (or “weighting”) is set to equal the company’s share of all Fool 100 Index companies’ aggregate market value. The Fool 100 Index is reconstituted and rebalanced quarterly. From time to time, the Fool 100 Index may include more or less than 100 companies as a result of events such as acquisitions, spin-offs and other corporate actions.
The Fool 100 Index is calculated and administered by VettaFi, LLC, which is not affiliated with the Yield Plus Fund, the Adviser, Index Provider, or TMF. Additional information regarding the Fool 100 Index, including its value, is available on the website of the Fool 100 Index at www.fool100.com .
The Yield Plus Fund’s Investment Strategy
The Yield Plus Fund seeks to achieve its investment objective by maintaining substantial equity exposure associated with the Fool 100 Index while implementing an actively managed put-option overlay strategy intended to generate additional option premium income. The options strategy may include selling put options and purchasing put options at lower strike prices, thereby creating put spreads designed to limit the potential loss arising from the written options.
The Sub-Adviser will determine the notional amount of the options exposure, strike prices, expiration dates and degree of downside protection based on market conditions, volatility, available option premiums and the Yield Plus Fund’s desired risk profile. Option premiums received by the Yield Plus Fund are intended to supplement returns from the Yield Plus Fund’s equity portfolio; however, the options overlay may increase the Yield Plus Fund’s downside exposure and volatility under certain market conditions.
The Yield Plus Fund intends to elect to be, and intends to qualify each year for treatment as, a regulated investment company under Subchapter M of Subtitle A, Chapter 1, of the Internal Revenue Code of 1986, as amended (the “Code”). The Yield Plus Fund expects to make sufficient distributions as required by the Code so that it is not subject to net U.S., federal income tax.
Principal Investment Risks
The value of the Yield Plus Fund’s investments may decrease, which will cause the value of the Yield Plus Fund’s Shares to decrease. As a result, you may lose money on your investment in the Yield Plus Fund, and there can be no assurance that the Yield Plus Fund will achieve its investment objective. Each risk summarized below is considered a “principal risk” of investing in the Yield Plus Fund, regardless of the order in which it appears. The following are the principal risks that could affect the value of your investment:
• Active Management Risk. The Yield Plus Fund is subject to management risk as an actively-managed investment portfolio. The Sub-Adviser’s investment approach may fail to produce the intended results.
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• Company and Market Risk. The common stock of a company may not perform as well as expected, and may decrease in value, because of factors related to the company (such as poorer-than-expected earnings or management decisions, changes in the industry in which the company is engaged, or a reduction in the demand for a company’s products or services). A variety of factors including economic, political, financial, public health crises (such as epidemics or pandemics), threatened or actual imposition of tariffs, or other disruptive events (whether real, expected or perceived) in the U.S. and global markets may adversely affect securities markets generally, which could adversely affect the value of the Yield Plus Fund’s investments in common stocks. In addition, the rights of holders of common stock are subordinate to the rights of preferred shares and debt holders.
• Concentration Risk. The Yield Plus Fund may be susceptible to an increased risk of loss, including losses due to adverse events that affect the Yield Plus Fund’s investments more than the market as a whole, to the extent that the Yield Plus Fund invests more heavily in a particular issue, issuer or issuers, country, market segment, industries, project types, or asset class.
• Counterparty Risk. Where the Yield Plus Fund enters into derivative contracts that are exchange-traded or traded through a central clearing counterparty, the Yield Plus Fund is subject to the counterparty risk associated with the Yield Plus Fund’s clearing broker or clearinghouse. In addition, the fund may enter into derivative contracts that are privately negotiated in the over-the-counter market. These contracts also involve exposure to credit risk since contract performance depends in part on the financial condition of the counterparty. Relying on a counterparty exposes the Yield Plus Fund to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the Yield Plus Fund to suffer a loss. If a counterparty defaults on its payment obligations to the Yield Plus Fund, this default will cause the value of an investment in the Yield Plus Fund to decrease. In addition, to the extent the Yield Plus Fund deals with a limited number of counterparties, it will be more susceptible to the credit risks associated with those counterparties. The Yield Plus Fund is neither restricted from dealing with any particular counterparty nor from concentrating any or all of its transactions with one counterparty. The ability of the Yield Plus Fund to transact business with any one or number of counterparties and the absence of a regulated market to facilitate settlement may increase the potential for losses by the Yield Plus Fund.
• Cyber Security Risk. Cyber security risk is the risk of an unauthorized breach and access to the Yield Plus Fund’s assets, Fund or customer data (including private shareholder information), or proprietary information, or the risk of an incident occurring that causes the Yield Plus Fund, the Adviser, the Sub-Adviser, custodian, transfer agent, distributor and other service providers and financial intermediaries to suffer data breaches, data corruption or lose operational functionality or prevent the Yield Plus Fund’s investors from purchasing, redeeming or exchanging shares or receiving distributions. The Yield Plus Fund, the Adviser and the Sub-Adviser have limited ability to prevent or mitigate cybersecurity incidents affecting third-party service providers, and such third-party service providers may have limited indemnification obligations to the Yield Plus Fund, the Adviser or the Sub-Adviser. Successful cyber-attacks or other cyber-failures or events affecting the Yield Plus Fund or its service providers may adversely impact and cause financial losses to the Yield Plus Fund or its shareholders. Issuers of securities in which the Yield Plus Fund invests are also subject to cyber security risks, and the value of these securities could decline if the issuers experience cyber-attacks or other cyberfailures.
• Derivatives Risk. The Yield Plus Fund’s investments in derivative instruments including options, which may be leveraged, may result in losses. Investments in derivative instruments may result in losses exceeding the amounts invested. The use of derivatives is a highly specialized activity that involves investment techniques and risks different from those associated with investments in more traditional securities and instruments. The use of derivatives is also subject to operational and legal risks. Operational risks generally refer to risks related to potential operational issues, including documentation issues, settlement issues, system failures, inadequate controls, and human error. Legal risks
31
generally refer to risks of loss resulting from insufficient documentation, insufficient capacity or authority of counterparty, or legality or enforceability of a contract. Derivatives may be subject to pricing or “basis” risk, which exists when a particular derivative becomes extraordinarily expensive relative to historical prices or the prices of corresponding cash market instruments. Under certain market conditions, it may not be economically feasible to initiate a transaction or liquidate a position in time to avoid a loss or take advantage of an opportunity.
• Equity Markets Risk. The equity securities held in the Yield Plus Fund’s portfolio may experience sudden, unpredictable drops in value or long periods of decline in value. This may occur because of factors that affect securities markets generally or factors affecting specific issuers, industries, or sectors in which the Yield Plus Fund invests. Common stocks are generally exposed to greater risk than other types of securities, such as preferred stocks and debt obligations, because common stockholders generally have inferior rights to receive payment from issuers.
• ETF Risk. The Yield Plus Fund is an ETF, and, as a result of an ETF's structure, it is exposed to the following risks:
• Authorized Participants, Market Makers and Liquidity Providers Concentration Risk. Only an authorized participant (“AP”) may engage in creation or redemption transactions directly with the Yield Plus Fund. The Yield Plus Fund has a limited number of financial institutions that are institutional investors and may act as APs. In addition, there may be a limited number of market makers and/or liquidity providers in the marketplace. To the extent either of the following events occur, Yield Plus Fund Shares may trade at a material discount to net asset value (“NAV”) and possibly face delisting: (i) APs exit the business or otherwise become unable to process creation and/or redemption orders and no other APs step forward to perform these services, or (ii) market makers and/or liquidity providers exit the business or significantly reduce their business activities and no other entities step forward to perform their functions. These events, among others, may lead to the Yield Plus Fund Shares trading at a premium or discount to NAV. Thus, you may pay more (or less) than the NAV when you buy Shares of the Yield Plus Fund in the secondary market, and you may receive less (or more) than NAV when you sell those Shares in the secondary market. A diminished market for an ETF's shares substantially increases the risk that a shareholder may pay considerably more or receive significantly less than the underlying value of the ETF shares bought or sold. In periods of market volatility, APs, market makers and/or liquidity providers may be less willing to transact in Yield Plus Fund Shares.
• Cash Transactions Risk. Unlike certain ETFs, the Yield Plus Fund may undertake Share creations and redemptions partially or wholly for cash rather than on an in-kind basis. Because of this, the Yield Plus Fund may incur costs such as brokerage costs or be unable to realize certain tax benefits associated with in-kind transfers of portfolio securities that may be realized by other ETFs. These costs may decrease the Yield Plus Fund’s NAV to the extent that the costs are not offset by a transaction fee payable by an AP. An ETF that does not effectuate in-kind redemption transactions may cause its shareholders to experience higher taxable income.
• Secondary Market Trading Risk. Although Shares are listed on a national securities exchange, the Exchange (the “Exchange”), and may be traded on U.S. exchanges other than the Exchange, there can be no assurance that an active or liquid trading market for them will develop or be maintained. In addition, trading in Shares on the Exchange may be halted. During periods of market stress, there may be times when the market price of Shares is more than the NAV intra-day (premium) or less than the NAV intra-day (discount). This risk is heightened in times of market volatility or periods of steep market declines.
• Shares May Trade at Prices Other Than NAV Risk. As with all ETFs, Shares may be bought and sold in the secondary market at market prices. Although it is expected that the market price of Shares will approximate the Yield Plus Fund 's NAV, there may be times when the market price of Shares is more than the NAV intra-day
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(premium) or less than the NAV intra-day (discount). This risk is heightened in times of market volatility or periods of steep market declines.
• Large-Capitalization Investing Risk. Investments in securities of large-capitalization companies may be relatively mature compared to smaller companies and therefore subject to slower growth during times of economic expansion.
• New Fund Risk. The Yield Plus Fund is a recently organized, non-diversified management investment company with no history. In addition, there can be no assurance that the Yield Plus Fund will grow to, or maintain, an economically viable size, in which case the Board of Directors (the “Board”) of The RBB Fund, Inc. (the “Company”) may determine to liquidate the Yield Plus Fund.
• Non-Diversification Risk. The Yield Plus Fund is non-diversified, which means that it may invest a high percentage of its assets in a limited number of securities. Since the Yield Plus Fund is non-diversified, its NAV, market price and total returns may fluctuate or fall more than a diversified fund. Gains or losses on a single stock may have a greater impact on the Yield Plus Fund.
• Operational Risk. The Yield Plus Fund is exposed to operational risks arising from a number of factors, including, but not limited to, human error, processing and communication errors, errors of the Yield Plus Fund’s service providers, counterparties, or other third parties, failed or inadequate processes and technology or systems failures. The Yield Plus Fund and the Sub-Adviser seek to reduce these operational risks through controls and procedures. However, these measures do not address every possible risk and may be inadequate to address significant operational risks.
• Options Risk. An option is a type of derivative instrument that gives the holder the right (but not the obligation) to buy (a “call”) or sell (a “put”) an asset in the near future at an agreed upon price prior to the expiration date of the option. The Yield Plus Fund may “cover” a call option by owning the security underlying the option or through other means. The price and value of options can be highly volatile and are influenced by, among other things, actual and anticipated changes in the value of the underlying instrument, including its anticipated volatility, which are affected by national and international fiscal and monetary policies, the time remaining until the expiration of the option contract and economic events, and their use can result in loss if the Sub-Adviser is incorrect in its expectation of price fluctuations. The value of the option contracts in which the Yield Plus Fund invests are substantially influenced by the value of the underlying instrument, and the Yield Plus Fund may experience substantial downside from specific option positions and certain option positions held by the Yield Plus Fund may expire worthless.
o Selling or Writing Options Risks. Writing option contracts can result in losses that exceed the seller’s initial investment and may lead to additional turnover and higher tax liability. The risk involved in writing a call option is that there could be an increase in the market value of the underlying or reference asset. An underlying or reference asset may be an index, equity security, or ETF. If this occurs, the call option could be exercised and the underlying asset would then be sold at a lower price than its current market value. In the case of cash settled call options, the call seller would be required to purchase the call option at a price that is higher than the original sales price for such call option. Similarly, while writing call options can reduce the risk of owning the underlying asset, such a strategy limits the opportunity to profit from an increase in the market value of the underlying asset in exchange for up-front cash at the time of selling the call option. The risk involved in writing a put option is that there could be a decrease in the market value of the underlying asset. If this occurs, the put option could be exercised and the underlying asset would then be sold at a higher price than its current market value. In the case of cash settled put options, the put seller would be required to purchase the put option at a price that is higher than the original sales price for such put option.
o Buying or Purchasing Options Risk. If a call or put option is not sold when it has remaining value and if the market price of the underlying asset, in the case of a call option, remains less than or equal to the exercise price, or, in the case of a put, remains equal to or greater than the exercise price, the buyer will lose its entire investment in the call or put option. Since many factors influence the value of an option, including the price of the underlying asset, the exercise price, the time to expiration, the interest rate, and the dividend rate of the underlying asset, the buyer’s success in implementing the option buying strategy may depend on an ability to predict movements in the prices of individual assets, fluctuations
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in markets, and movements in interest rates. There is no assurance that a liquid market will exist when the buyer seeks to close out an option position. When an option is purchased to hedge against price movements in an underlying asset, the price of the option may move more or less than the price of the underlying asset.
o Rolling Options Contract Risk. The Yield Plus Fund’s investments in options are subject to risks related to rolling. Rolling occurs when the Yield Plus Fund closes out of an options contract as it nears its expiration and replaces it with a contract that has a later expiration instead of holding the option contract through expiration. When the market for these options is such that the prices are higher in the more distant delivery months than in the nearer delivery months, the sale during the course of the “rolling process” of the more nearby contract would take place at a price that is lower than the price of the more distant contract. This pattern of higher option prices for longer expiration contracts is often referred to as “contango.” Alternatively, when the market for options contracts is such that the prices are higher in the nearer months than in the more distant months, the sale during the course of the “rolling process” of the more nearby contract would take place at a price that is higher than the price of the more distant contract. This pattern of higher options prices for shorter expiration options contracts is referred to as “backwardation.” Extended periods of contango or backwardation can cause significant losses for the Yield Plus Fund.
o Put-Writing Strategy Risk. The Yield Plus Fund’s put-selling overlay strategy may result in losses that exceed the premiums received. The risk involved in writing a put option is that there could be a decrease in the market value of the underlying asset. If this occurs, the put option could be exercised and the Yield Plus Fund may be required to purchase the underlying asset at a higher price than its current market value. The options strategy may increase the Yield Plus Fund’s downside exposure and volatility under certain market conditions. There is no guarantee that the options overlay will generate positive returns or that any premium income received will offset losses from the equity portfolio or options positions.
o FLEX Options Risk. FLEX Options are exchange-traded options contracts with customizable terms like exercise price, style, and expiration date. Due to their customization and potentially unique terms, FLEX Options may be less liquid than other securities, such as standard exchange listed options. In less liquid markets for the FLEX Options, the Yield Plus Fund may have difficulty closing out certain FLEX Options at desired times and prices. The value of FLEX Options will be affected by, among others, changes in the underlying share or equity index price, changes in actual and implied interest rates, changes in the actual and implied volatility of the underlying Shares or equity index and the remaining time until the FLEX Options expire. The value of the FLEX Options will be determined based upon market quotations or using other recognized pricing methods, in accordance with the Company’s pricing policies and procedures. During periods of reduced market liquidity or in the absence of readily available market quotations for the holdings of the Yield Plus Fund, the ability of the Yield Plus Fund to value the FLEX Options becomes more difficult and the judgment of the Sub-Adviser (employing the fair value procedures adopted by the Board of Directors of the Company) may play a greater role in the valuation of the Yield Plus Fund’s holdings due to reduced availability of reliable objective pricing data.
• Other Investment Companies Risk. You will indirectly bear fees and expenses charged by underlying investment companies in addition to the Yield Plus Fund’s direct fees and expenses. As a result, your cost of investing in the Yield Plus Fund will be higher than the cost of investing directly in the underlying investment company. The risk of owning another investment company generally reflects the risks of owning the underlying investments the investment company holds. The Yield Plus Fund also will incur brokerage costs when it purchases and sells ETFs. ETFs may trade at a discount or premium to net asset value. To the extent the Yield Plus Fund invests in an affiliated ETF, the
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Adviser may receive fees for managing the affiliated ETF in addition to the fees paid to the Adviser by the Yield Plus Fund, which may create a conflict of interest.
• Securities Lending Risk. The Yield Plus Fund may lend portfolio securities to institutions, such as certain broker-dealers. The Yield Plus Fund may experience a loss or delay in the recovery of its securities if the borrowing institution breaches its agreement with the Yield Plus Fund.
Performance Information: Performance information for the Yield Plus Fund is not included because the Yield Plus Fund had not commenced operations prior to the date of this Prospectus. Performance information will be available once the Yield Plus Fund has at least one calendar year of performance. Updated performance information will be available on the Yield Plus Fund’s website at www.fooletfs.com.
Management
Investment Adviser and Sub-Adviser
Motley Fool Asset Management, LLC serves as the investment adviser to the Yield Plus Fund.
[Sub-Adviser] serves as the investment sub-adviser to the Yield Plus Fund.
Portfolio Managers
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Team Member |
Primary Titles with the Sub-Adviser |
Start Date with the Fund |
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[PM name here] |
President and Chief Investment Officer, Portfolio Manager |
Since Inception. |
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[PM name here] |
Senior Vice President, Portfolio Manager |
Since Inception. |
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[PM name here] |
Senior Vice President, Portfolio Manager |
Since Inception. |
Purchase and Sale of Fund Shares
Shares are listed on the Exchange, and investors can only buy and sell Shares through brokers or dealers at market prices, rather than NAV. Because Shares trade at market prices rather than NAV, Shares may trade at a price greater than NAV (premium) or less than NAV (discount). An investor may incur costs attributable to the difference between the highest price a buyer is willing to pay to purchase shares (bid) and the lowest price a seller is willing to accept for shares (ask) when buying or selling shares in the secondary market (the “bid-ask spread”). Once available, information on the Yield Plus Fund’s NAV, market price, premiums and discounts, and bid-ask spreads, will be provided at www.fooletfs.com.
The Yield Plus Fund issues and redeems Shares at NAV only in large blocks known as “Creation Units,” which only APs (typically, broker-dealers) may purchase or redeem. Creation Units generally consist of [10,000] Shares, though this may change from time to time. The Yield Plus Fund generally issues and redeems Creation Units in exchange for a portfolio of securities closely approximating the holdings of the Yield Plus Fund (the “Deposit Securities”) and/or a designated amount of U.S. cash.
Tax Information
Yield Plus Fund distributions are generally taxable as ordinary income, qualified dividend income, or capital gains (or a combination), unless your investment is in an individual retirement account (“IRA”) or other tax-advantaged account. Distributions on investments made through tax-deferred arrangements may be taxed later upon withdrawal of assets from those accounts.
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Financial Intermediary Compensation
If you purchase Shares through a broker-dealer or other financial intermediary (such as a bank) (an “Intermediary”), the Yield Plus Fund’s Adviser, or its affiliates may pay Intermediaries for certain activities related to the Yield Plus Fund, including participation in activities that are designed to make Intermediaries more knowledgeable about exchange traded products, including the Yield Plus Fund, or for other activities, such as marketing, educational training or other initiatives related to the sale or promotion of Shares. These payments may create a conflict of interest by influencing the Intermediary and your salesperson to recommend the Yield Plus Fund over another investment. Any such arrangements do not result in increased Yield Plus Fund expenses. Ask your salesperson or visit the Intermediary’s website for more information.
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SUMMARY SECTION
Motley Fool 100 Premium Income Buffer ETF
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MOTLEY FOOL 100 PREMIUM INCOME BUFFER ETF
SUMMARY SECTION
Investment Objective
The Motley Fool 100 Premium Income Buffer ETF (the “Premium Income Buffer Fund”) seeks, over each approximately one-year period (the “Outcome Period”), to provide shareholders with a defined level of distributions while providing a buffer against a specified portion of losses associated with the Motley Fool 100 Index (the “Fool 100 Index”) subject to a limit on the Premium Income Buffer Fund’s participation in gains. Although the Premium Income Buffer Fund seeks to implement a targeted outcome strategy, there is no guarantee that the Fund will successfully achieve its investment objective or any targeted outcomes. An investor may lose some or all of their investment in the Premium Income Buffer Fund.
Fees and Expenses
This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Premium Income Buffer Fund (“Shares”). This table and the Example below do not include the brokerage commissions that investors may pay on their purchases and sales of Premium Income Buffer Fund Shares.
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Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment): | |
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Management Fees |
[ ]% |
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Distribution (12b-1) Fees |
[ ]% |
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Other Expenses |
[ ]% |
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Total Annual Fund Operating Expenses |
[ ]% |
Example
This Example is intended to help you compare the cost of investing in the Premium Income Buffer Fund with the cost of investing in other funds. The Example assumes that you invest $10,000 in the Premium Income Buffer Fund for the time periods indicated and then hold or redeem all of your Shares at the end of those periods. The Example also assumes that: (1) your investment has a 5% return each year, and (2) the Premium Income Buffer Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
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1 Year |
3 Years |
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$[ ] |
$[ ] |
Portfolio Turnover
The Premium Income Buffer Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Premium Income Buffer Fund Shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Premium Income Buffer Fund’s performance. No portfolio turnover rate is provided for the Premium Income Buffer Fund because the Fund had not commenced operations prior to the date of this Prospectus.
Principal Investment Strategies
The Premium Income Buffer Fund is an actively managed exchange-traded fund (“ETF”) and pursues its investment objective by incorporating a defined buffer or downside protection feature over a stated outcome period. The Fund may
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gain exposure to the Fool 100 Index or a related reference asset implemented with options to generate income and provide a limited buffer against losses. Motley Fool Asset Management, LLC (the “Adviser” or “Motley Fool”) serves as the investment adviser to the Premium Income Buffer Fund. [Sub-Adviser] (the “Sub-Adviser”) serves as the investment sub-adviser to the Premium Income Buffer Fund and is responsible for the implementation of the options overlay strategy. Due to the Premium Income Buffer Fund’s strategy, the returns an investor will receive from an investment in the Fund have characteristics that are distinct from many other investment vehicles. It is important that you understand these characteristics before making an investment in the Premium Income Buffer Fund.
Fool 100 Index
The Fool 100 Index was established by Motley Fool Investment Analytics, LLC (the “Index Provider”) in 2017 and is a proprietary, rules-based index designed to track the performance of the 100 largest, most liquid U.S. companies that have been recommended by analysts and newsletters of The Motley Fool, LLC (“TMF”). Both the Index Provider and TMF are affiliates of the Adviser.
To be eligible for inclusion in the Fool 100 Index, a company must be among the 100 largest domestic firms by market capitalization in the Index Provider’s “recommendation universe.” That recommendation universe includes all companies domiciled in the United States that are either active recommendations of a newsletter published by TMF or are among the 150 highest rated U.S. companies in TMF’s analyst opinion database.
Each of the 100 largest company’s share of the Fool 100 Index (or “weighting”) is set to equal the company’s share of all Fool 100 Index companies’ aggregate market value. The Fool 100 Index is reconstituted and rebalanced quarterly. From time to time, the Fool 100 Index may include more or less than 100 companies as a result of events such as acquisitions, spin-offs and other corporate actions.
The Fool 100 Index is calculated and administered by VettaFi, LLC, which is not affiliated with the Premium Income Buffer Fund, the Adviser, Index Provider, or TMF. Additional information regarding the Fool 100 Index, including its value, is available on the website of the Fool 100 Index.
The Premium Income Buffer Fund’s Investment Strategy
The Premium Income Buffer Fund seeks to achieve its investment objective through a combination of U.S. Treasury securities, cash or cash equivalents and exchange-traded options, which may include FLexible EXchange® Options (“FLEX Options”), whose values are linked directly or indirectly to the Fool 100 Index or an instrument designed to provide corresponding or similar exposure. The Premium Income Buffer Fund will establish an options portfolio at the beginning of each Outcome Period designed to provide a specified level of distributions and a buffer against a stated percentage of losses associated with the Fool 100 Index over that Outcome Period.
The current Outcome Period will begin on [ , 2026] and will end on [ , 2027]. Subsequent Outcome Periods will begin on the day after the prior Outcome Period ends and will end on the day before the one-year anniversary of that new Outcome Period (in each case, assuming such day is a business day). The cap and limited buffer, and the Premium Income Buffer Fund’s value relative to each, should be considered before investing in the Fund.
For the Outcome Period [ , 2026] to [ , 2027], the Premium Income Buffer Fund seeks to provide investors with returns that match the performance of the Fool 100 Index, up to the upside cap of [ ]% (prior to taking
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into account management fees and other fees) while providing a buffer against the first [ ]% (prior to taking into account management fees and other fees) of the Fool 100 Index. The cap and limited buffer will be further reduced by any brokerage commissions, trading fees, taxes and extraordinary expenses not included in the Premium Income Buffer Fund's management fee. If the dividends received by the Premium Income Buffer Fund during the Outcome Period are less than this assumed dividend rate, the cap and buffer will be less than the amounts stated herein.
The hypothetical graphical illustration provided below is designed to illustrate the outcomes that the Premium Income Buffer Fund seeks to provide for investors who hold shares for the entirety of the Outcome Period. There is no guarantee that the outcomes for an Outcome Period will be realized.
[Add Graph]
To achieve the target outcomes sought by the Premium Income Buffer Fund for an Outcome Period, an investor must hold Fund shares for that entire Outcome Period. The Fund’s buffer and any limitation on upside participation are designed to apply over the full Outcome Period and are based on the Premium Income Buffer Fund’s option positions and prevailing market conditions at the beginning of that period. Investors who purchase Shares after an Outcome Period has begun or sell Shares before it ends may experience investment results materially different from the stated outcomes. Losses exceeding the applicable buffer will generally be borne by the Premium Income Buffer Fund, and therefore its shareholders, subject to the particular terms of the options portfolio.
The Premium Income Buffer Fund intends to elect to be, and intends to qualify each year for treatment as, a regulated investment company under Subchapter M of Subtitle A, Chapter 1, of the Internal Revenue Code of 1986, as amended (the “Code”). The Premium Income Buffer Fund expects to make sufficient distributions as required by the Code so that it is not subject to net U.S., federal income tax.
Principal Investment Risks
The value of the Premium Income Buffer Fund’s investments may decrease, which will cause the value of the Premium Income Buffer Fund’s Shares to decrease. As a result, you may lose money on your investment in the Premium Income Buffer Fund, and there can be no assurance that the Premium Income Buffer Fund will achieve its investment objective. Each risk summarized below is considered a “principal risk” of investing in the Premium Income Buffer Fund, regardless of the order in which it appears. The following are the principal risks that could affect the value of your investment:
• Active Management Risk. The Premium Income Buffer Fund is subject to management risk as an actively-managed investment portfolio. The Sub-Adviser’s investment approach may fail to produce the intended results.
• Buffered Loss Risk. There can be no guarantee that the Premium Income Buffer Fund will provide protection against downside losses or provide upside participation in the Fool 100 Index. The Fund does not provide principal protection and a shareholder may experience significant losses including losing their entire investment. The Fund’s strategy seeks to deliver returns that match the performance of the Fool 100 Index (up to the cap), while limiting downside losses, if shares are bought on the first day of the Outcome Period and held until the end of the Outcome Period. If an investor purchases shares after the first day of the Outcome Period or sells shares prior to the end of the Outcome Period, the buffer that the Fund seeks to provide may not be available. An investor that holds Fund shares through multiple Outcome Periods may fail to experience gains comparable to those of the Fool 100 Index due to the annual imposition of a new cap and may be unable to recapture losses from a prior Outcome Period as a result of the Fund resetting its cap each Outcome Period. A shareholder may also bear losses against which the buffer is intended to protect. In periods of extreme market volatility, the Fund’s downside protection may be significantly less than the limited buffer. In addition, because the buffer is structured to protect the Fund’s loss of NAV, to the extent an investor sells Fund shares on an exchange and the Fund’s shares are trading at prices that deviate from NAV, a shareholder may not realize the full value of the downside protection or benefit from the full value of any appreciation up to the cap.
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• Cap Change Risk. A new cap is established at the beginning of each Outcome Period and is dependent on prevailing market conditions. As a result, the cap may rise or fall from one Outcome Period to the next and is unlikely to remain the same for consecutive Outcome Periods.
• Capped Upside Risk. The Premium Income Buffer Fund’s strategy seeks to provide returns subject to a predetermined upside cap. The cap is the approximate maximum return that an investor can achieve from an investment in the Fund over an entire Outcome Period. If the Fool 100 Index experiences gains during an Outcome Period, the Fund will not participate in those gains beyond the cap. If an investor does not hold its Fund shares for an entire Outcome Period, the returns realized by that investor may not match those the Fund seeks to achieve. As a result of the Fund's fees and expenses and because the Fund's returns are subject to a cap, the return of the Fund could represent a return that is worse than the price performance of the Fool 100 Index. In periods of heightened market volatility, the Fund’s upside limit may be significantly lower than the cap.
• Cash or Cash Equivalents Risk. When the Premium Income Buffer Fund holds a significant amount of cash or cash equivalents, such as highly-rated short-term fixed income securities, and does not have significant exposures through investments in derivatives, it may not meet its investment objective and the Premium Income Buffer Fund’s performance may significantly lag that of market indices which, by definition, are composed of groups of securities without a cash component. In addition, increases in inflation may lead to a decline in the value of cash or cash equivalent securities.
• Company and Market Risk. The common stock of a company may not perform as well as expected, and may decrease in value, because of factors related to the company (such as poorer-than-expected earnings or management decisions, changes in the industry in which the company is engaged, or a reduction in the demand for a company’s products or services). A variety of factors including economic, political, financial, public health crises (such as epidemics or pandemics), threatened or actual imposition of tariffs, or other disruptive events (whether real, expected or perceived) in the U.S. and global markets may adversely affect securities markets generally, which could adversely affect the value of the Premium Income Buffer Fund’s investments in common stocks. In addition, the rights of holders of common stock are subordinate to the rights of preferred shares and debt holders.
• Concentration Risk. The Premium Income Buffer Fund may be susceptible to an increased risk of loss, including losses due to adverse events that affect the Premium Income Buffer Fund’s investments more than the market as a whole, to the extent that the Premium Income Buffer Fund invests more heavily in a particular issue, issuer or issuers, country, market segment, industries, project types, or asset class.
• Counterparty Risk. Where the Premium Income Buffer Fund enters into derivative contracts that are exchange-traded or traded through a central clearing counterparty, the Premium Income Buffer Fund is subject to the counterparty risk associated with the Premium Income Buffer Fund clearing broker or clearinghouse. In addition, the fund may enter into derivative contracts that are privately negotiated in the over-the-counter market. These contracts also involve exposure to credit risk since contract performance depends in part on the financial condition of the counterparty. Relying on a counterparty exposes the Premium Income Buffer Fund to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the Premium Income Buffer Fund to suffer a loss. If a counterparty defaults on its payment obligations to the Premium Income Buffer Fund, this default will cause the value of an investment in the Premium Income Buffer Fund to decrease. In addition, to the extent the Premium Income Buffer Fund deals with a limited number of counterparties, it will be more susceptible to the credit risks associated with those counterparties. The Premium Income Buffer Fund is neither restricted from dealing with any particular counterparty nor from concentrating any or all of its transactions with one counterparty. The ability of the Premium Income Buffer Fund to transact business with any one or number of counterparties and the absence of a regulated market to facilitate settlement may increase the potential for losses by the Premium Income Buffer Fund.
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• Cyber Security Risk. Cyber security risk is the risk of an unauthorized breach and access to the Premium Income Buffer Fund’s assets, Fund or customer data (including private shareholder information), or proprietary information, or the risk of an incident occurring that causes the Premium Income Buffer Fund, the Adviser, the Sub-Adviser, custodian, transfer agent, distributor and other service providers and financial intermediaries to suffer data breaches, data corruption or lose operational functionality or prevent the Premium Income Buffer Fund’s investors from purchasing, redeeming or exchanging shares or receiving distributions. The Premium Income Buffer Fund, the Adviser and the Sub-Adviser have limited ability to prevent or mitigate cybersecurity incidents affecting third-party service providers, and such third-party service providers may have limited indemnification obligations to the Premium Income Buffer Fund or the Adviser. Successful cyber-attacks or other cyber-failures or events affecting the Premium Income Buffer Fund or its service providers may adversely impact and cause financial losses to the Premium Income Buffer Fund or its shareholders. Issuers of securities in which the Premium Income Buffer Fund invests are also subject to cyber security risks, and the value of these securities could decline if the issuers experience cyber-attacks or other cyberfailures.
• Derivatives Risk. The Premium Income Buffer Fund’s investments in derivative instruments including options, which may be leveraged, may result in losses. Investments in derivative instruments may result in losses exceeding the amounts invested. The use of derivatives is a highly specialized activity that involves investment techniques and risks different from those associated with investments in more traditional securities and instruments. The use of derivatives is also subject to operational and legal risks. Operational risks generally refer to risks related to potential operational issues, including documentation issues, settlement issues, system failures, inadequate controls, and human error. Legal risks generally refer to risks of loss resulting from insufficient documentation, insufficient capacity or authority of counterparty, or legality or enforceability of a contract. Derivatives may be subject to pricing or “basis” risk, which exists when a particular derivative becomes extraordinarily expensive relative to historical prices or the prices of corresponding cash market instruments. Under certain market conditions, it may not be economically feasible to initiate a transaction or liquidate a position in time to avoid a loss or take advantage of an opportunity.
• Equity Markets Risk. The equity securities held in the Premium Income Buffer Fund’s portfolio may experience sudden, unpredictable drops in value or long periods of decline in value. This may occur because of factors that affect securities markets generally or factors affecting specific issuers, industries, or sectors in which the Premium Income Buffer Fund invests. Common stocks are generally exposed to greater risk than other types of securities, such as preferred stocks and debt obligations, because common stockholders generally have inferior rights to receive payment from issuers.
• ETF Risk. The Premium Income Buffer Fund is an ETF, and, as a result of an ETF's structure, it is exposed to the following risks:
• Authorized Participants, Market Makers and Liquidity Providers Concentration Risk. Only an authorized participant (“AP”) may engage in creation or redemption transactions directly with the Premium Income Buffer Fund. The Premium Income Buffer Fund has a limited number of financial institutions that are institutional investors and may act as APs. In addition, there may be a limited number of market makers and/or liquidity providers in the marketplace. To the extent either of the following events occur, Premium Income Buffer Fund Shares may trade at a material discount to net asset value (“NAV”) and possibly face delisting: (i) APs exit the business or otherwise become unable to process creation and/or redemption orders and no other APs step forward to perform these services, or (ii) market makers and/or liquidity providers exit the business or significantly reduce their business activities and no other entities step forward to perform their functions. These events, among others, may lead to the Premium Income Buffer Fund Shares trading at a premium or discount to NAV. Thus, you may pay more (or less) than the NAV when you buy Shares of the Premium Income Buffer Fund in the secondary market, and you may receive less (or more) than NAV when you sell those Shares in the secondary market. A
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diminished market for an ETF's shares substantially increases the risk that a shareholder may pay considerably more or receive significantly less than the underlying value of the ETF shares bought or sold. In periods of market volatility, APs, market makers and/or liquidity providers may be less willing to transact in Premium Income Buffer Fund Shares.
• Cash Transactions Risk. Unlike certain ETFs, the Premium Income Buffer Fund may undertake Share creations and redemptions partially or wholly for cash rather than on an in-kind basis. Because of this, the Premium Income Buffer Fund may incur costs such as brokerage costs or be unable to realize certain tax benefits associated with in-kind transfers of portfolio securities that may be realized by other ETFs. These costs may decrease the Premium Income Buffer Fund’s NAV to the extent that the costs are not offset by a transaction fee payable by an AP. An ETF that does not effectuate in-kind redemption transactions may cause its shareholders to experience higher taxable income.
• Secondary Market Trading Risk. Although Shares are listed on a national securities exchange, the Exchange (the “Exchange”), and may be traded on U.S. exchanges other than the Exchange, there can be no assurance that an active or liquid trading market for them will develop or be maintained. In addition, trading in Shares on the Exchange may be halted. During periods of market stress, there may be times when the market price of Shares is more than the NAV intra-day (premium) or less than the NAV intra-day (discount). This risk is heightened in times of market volatility or periods of steep market declines.
• Shares May Trade at Prices Other Than NAV Risk. As with all ETFs, Shares may be bought and sold in the secondary market at market prices. Although it is expected that the market price of Shares will approximate the Premium Income Buffer Fund 's NAV, there may be times when the market price of Shares is more than the NAV intra-day (premium) or less than the NAV intra-day (discount). This risk is heightened in times of market volatility or periods of steep market declines.
• Large-Capitalization Investing Risk. Investments in securities of large-capitalization companies may be relatively mature compared to smaller companies and therefore subject to slower growth during times of economic expansion.
• New Fund Risk. The Premium Income Buffer Fund is a recently organized, non-diversified management investment company with no history. In addition, there can be no assurance that the Premium Income Buffer Fund will grow to, or maintain, an economically viable size, in which case the Board of Directors (the “Board”) of The RBB Fund, Inc. (the “Company”) may determine to liquidate the Premium Income Buffer Fund.
• Non-Diversification Risk. The Premium Income Buffer Fund is non-diversified, which means that it may invest a high percentage of its assets in a limited number of securities. Since the Premium Income Buffer Fund is non-diversified, its NAV, market price and total returns may fluctuate or fall more than a diversified fund. Gains or losses on a single stock may have a greater impact on the Premium Income Buffer Fund.
• Operational Risk. The Premium Income Buffer Fund is exposed to operational risks arising from a number of factors, including, but not limited to, human error, processing and communication errors, errors of the Premium Income Buffer Fund’s service providers, counterparties, or other third parties, failed or inadequate processes and technology or systems failures. The Premium Income Buffer Fund and the Sub-Adviser seek to reduce these operational risks through controls and procedures. However, these measures do not address every possible risk and may be inadequate to address significant operational risks.
• Options Risk. An option is a type of derivative instrument that gives the holder the right (but not the obligation) to buy (a “call”) or sell (a “put”) an asset in the near future at an agreed upon price prior to the expiration date of the option. The Premium Income Buffer Fund may “cover” a call option by owning the security underlying the option or through other means. The price and value of options can be highly volatile and are influenced by, among other things, actual and anticipated changes in the value of the underlying instrument, including its anticipated volatility, which are affected by national and international fiscal and monetary policies, the time remaining until the expiration of the option contract and economic events, and their use can result in loss if the Sub-Adviser is incorrect in its expectation of price fluctuations. The value of the option contracts in which the Premium Income Buffer Fund invests are substantially
43
influenced by the value of the underlying instrument, and the Premium Income Buffer Fund may experience substantial downside from specific option positions and certain option positions held by the Premium Income Buffer Fund may expire worthless.
o Selling or Writing Options Risks. Writing option contracts can result in losses that exceed the seller’s initial investment and may lead to additional turnover and higher tax liability. The risk involved in writing a call option is that there could be an increase in the market value of the underlying or reference asset. An underlying or reference asset may be an index, equity security, or ETF. If this occurs, the call option could be exercised and the underlying asset would then be sold at a lower price than its current market value. In the case of cash settled call options, the call seller would be required to purchase the call option at a price that is higher than the original sales price for such call option. Similarly, while writing call options can reduce the risk of owning the underlying asset, such a strategy limits the opportunity to profit from an increase in the market value of the underlying asset in exchange for up-front cash at the time of selling the call option. The risk involved in writing a put option is that there could be a decrease in the market value of the underlying asset. If this occurs, the put option could be exercised and the underlying asset would then be sold at a higher price than its current market value. In the case of cash settled put options, the put seller would be required to purchase the put option at a price that is higher than the original sales price for such put option.
o Buying or Purchasing Options Risk. If a call or put option is not sold when it has remaining value and if the market price of the underlying asset, in the case of a call option, remains less than or equal to the exercise price, or, in the case of a put, remains equal to or greater than the exercise price, the buyer will lose its entire investment in the call or put option. Since many factors influence the value of an option, including the price of the underlying asset, the exercise price, the time to expiration, the interest rate, and the dividend rate of the underlying asset, the buyer’s success in implementing the option buying strategy may depend on an ability to predict movements in the prices of individual assets, fluctuations in markets, and movements in interest rates. There is no assurance that a liquid market will exist when the buyer seeks to close out an option position. When an option is purchased to hedge against price movements in an underlying asset, the price of the option may move more or less than the price of the underlying asset.
o Rolling Options Contract Risk. The Premium Income Buffer Fund’s investments in options are subject to risks related to rolling. Rolling occurs when the Premium Income Buffer Fund closes out of an options contract as it nears its expiration and replaces it with a contract that has a later expiration instead of holding the option contract through expiration. When the market for these options is such that the prices are higher in the more distant delivery months than in the nearer delivery months, the sale during the course of the “rolling process” of the more nearby contract would take place at a price that is lower than the price of the more distant contract. This pattern of higher option prices for longer expiration contracts is often referred to as “contango.” Alternatively, when the market for options contracts is such that the prices are higher in the nearer months than in the more distant months, the sale during the course of the “rolling process” of the more nearby contract would take place at a price that is higher than the price of the more distant contract. This pattern of higher options prices for shorter expiration options contracts is referred to as “backwardation.” Extended periods of contango or backwardation can cause significant losses for the Premium Income Buffer Fund.
o FLEX Options Risk. FLEX Options are exchange-traded options contracts with customizable terms like exercise price, style, and expiration date. Due to their customization and potentially unique terms, FLEX Options may be less liquid than other securities, such as standard exchange listed options. In less liquid markets for the FLEX Options, the Premium Income Buffer Fund may have difficulty closing out certain
44
FLEX Options at desired times and prices. The value of FLEX Options will be affected by, among others, changes in the underlying share or equity index price, changes in actual and implied interest rates, changes in the actual and implied volatility of the underlying Shares or equity index and the remaining time until the FLEX Options expire. The value of the FLEX Options will be determined based upon market quotations or using other recognized pricing methods, in accordance with the Company’s pricing policies and procedures. During periods of reduced market liquidity or in the absence of readily available market quotations for the holdings of the Premium Income Buffer Fund, the ability of the Premium Income Buffer Fund to value the FLEX Options becomes more difficult and the judgment of the Sub-Adviser (employing the fair value procedures adopted by the Board of Directors of the Company) may play a greater role in the valuation of the Premium Income Buffer Fund’s holdings due to reduced availability of reliable objective pricing data.
• Other Investment Companies Risk. You will indirectly bear fees and expenses charged by underlying investment companies in addition to the Premium Income Buffer Fund’s direct fees and expenses. As a result, your cost of investing in the Premium Income Buffer Fund will be higher than the cost of investing directly in the underlying investment company. The risk of owning another investment company generally reflects the risks of owning the underlying investments the investment company holds. The Premium Income Buffer Fund also will incur brokerage costs when it purchases and sells ETFs. ETFs may trade at a discount or premium to net asset value. To the extent the Premium Income Buffer Fund invests in an affiliated ETF, the Adviser may receive fees for managing the affiliated ETF in addition to the fees paid to the Adviser by the Premium Income Buffer Fund, which may create a conflict of interest.
• Securities Lending Risk. The Premium Income Buffer Fund may lend portfolio securities to institutions, such as certain broker-dealers. The Premium Income Buffer Fund may experience a loss or delay in the recovery of its securities if the borrowing institution breaches its agreement with the Premium Income Buffer Fund.
Performance Information: Performance information for the Premium Income Buffer Fund is not included because the Premium Income Buffer Fund had not commenced operations prior to the date of this Prospectus. Performance information will be available once the Premium Income Buffer Fund has at least one calendar year of performance. Updated performance information will be available on the Premium Income Buffer Fund’s website at fooletfs.com.
Management
Investment Adviser and Sub-Adviser
Motley Fool Asset Management, LLC serves as the investment adviser to the Premium Income Buffer Fund.
[Sub-Adviser] serves as the investment sub-adviser to the Premium Income Buffer Fund.
Portfolio Managers
|
Team Member |
Primary Titles with the Sub-Adviser |
Start Date with the Fund |
|
[PM name here] |
President and Chief Investment Officer, Portfolio Manager |
Since Inception. |
|
[PM name here] |
Senior Vice President, Portfolio Manager |
Since Inception. |
|
[PM name here] |
Senior Vice President, Portfolio Manager |
Since Inception. |
Purchase and Sale of Fund Shares
Shares are listed on the Exchange, and investors can only buy and sell Shares through brokers or dealers at market prices, rather than NAV. Because Shares trade at market prices rather than NAV, Shares may trade at a price greater than NAV (premium) or less than NAV (discount). An investor may incur costs attributable to the difference between the highest price a buyer is willing to pay to purchase shares (bid) and the lowest price a seller is willing to accept for shares (ask)
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when buying or selling shares in the secondary market (the “bid-ask spread”). Once available, information on the Premium Income Buffer Fund’s NAV, market price, premiums and discounts, and bid-ask spreads, will be provided at www.fooletfs.com.
The Premium Income Buffer Fund issues and redeems Shares at NAV only in large blocks known as “Creation Units,” which only APs (typically, broker-dealers) may purchase or redeem. Creation Units generally consist of [10,000] Shares, though this may change from time to time. The Premium Income Buffer Fund generally issues and redeems Creation Units in exchange for a portfolio of securities closely approximating the holdings of the Premium Income Buffer Fund (the “Deposit Securities”) and/or a designated amount of U.S. cash.
Tax Information
Premium Income Buffer Fund distributions are generally taxable as ordinary income, qualified dividend income, or capital gains (or a combination), unless your investment is made through an individual retirement account (“IRA”) or other tax-advantaged account. Distributions on investments made through tax-deferred arrangements may be taxed later upon withdrawal of assets from those accounts.
Financial Intermediary Compensation
If you purchase Shares through a broker-dealer or other financial intermediary (such as a bank) (an “Intermediary”), the Premium Income Buffer Fund’s Adviser, or its affiliates may pay Intermediaries for certain activities related to the Premium Income Buffer Fund including participation in activities that are designed to make Intermediaries more knowledgeable about exchange traded products, including the Premium Income Buffer Fund, or for other activities, such as marketing, educational training or other initiatives related to the sale or promotion of Shares. These payments may create a conflict of interest by influencing the Intermediary and your salesperson to recommend the Premium Income Buffer Fund over another investment. Any such arrangements do not result in increased Premium Income Buffer Fund expenses. Ask your salesperson or visit the Intermediary’s website for more information.
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PROSPECTUS
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ADDITIONAL INFORMATION ABOUT THE FUNDS
Each Fund’s investment objective has been adopted as a non-fundamental investment policy and may be changed without shareholder approval upon 60 days’ written notice to shareholders.
Investment Objective – Premium Income Fund
The Premium Income Fund seeks to provide a high level of current income while maintaining exposure to the long-term appreciation potential of companies associated with the Fool 100 Index.
Investment Objective –Tax Efficient Premium Income Fund
The Tax Efficient Premium Income Fund seeks to provide a high level of monthly income in a tax-efficient manner while maintaining exposure to the appreciation potential of companies associated with the Fool 100 Index.
Investment Objective – Hedged Fund
The Hedged Fund seeks long-term capital appreciation through exposure to companies associated with the Fool 100 Index, while seeking to reduce the magnitude of losses and volatility during periods of equity-market decline through a disciplined options-based hedging strategy.
Investment Objective – Yield Plus Fund
The Yield Plus Fund seeks long-term capital appreciation and current income, with the objective of enhancing total return relative to an investment providing comparable Fool 100 Index equity exposure.
Investment Objective – Premium Income Buffer Fund
The Premium Income Buffer Fund seeks, over each approximately one-year Outcome Period, to provide shareholders with a defined level of distributions while providing a buffer against a specified portion of losses associated with the Fool 100 Index, subject to a limit on the Premium Income Buffer Fund’s participation in gains.
Risk Information
The value of a Fund’s investments may decrease, which will cause the value of the Fund’s Shares to decrease. As a result, you may lose money on your investment in a Fund, and there can be no assurance that the Fund will achieve its investment objective. An investment in a Fund is subject to one or more of the principal risks identified in the following table. The principal risks identified are discussed in more detail in the disclosure that immediately follows the table.
|
|
Premium Income Fund |
Tax Efficient Premium Income Fund |
Hedged Fund |
Yield Plus Fund |
Premium Income Buffer Fund |
|
Active Management Risk |
✔ |
✔ |
✔ |
✔ |
✔ |
|
Buffered Loss Risk |
|
|
|
|
✔ |
|
Cap Change Risk |
|
|
|
|
✔ |
|
Capped Upside Risk |
|
|
|
|
✔ |
|
Cash or Cash Equivalents Risk |
|
|
✔ |
|
✔ |
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|
|
Premium Income Fund |
Tax Efficient Premium Income Fund |
Hedged Fund |
Yield Plus Fund |
Premium Income Buffer Fund |
|
Company and Market Risk |
✔ |
✔ |
✔ |
✔ |
✔ |
|
Concentration Risk |
✔ |
✔ |
✔ |
✔ |
✔ |
|
Counterparty Risk |
✔ |
✔ |
✔ |
✔ |
✔ |
|
Cyber Security Risk |
✔ |
✔ |
✔ |
✔ |
✔ |
|
Derivatives Risk |
✔ |
✔ |
✔ |
✔ |
✔ |
|
Equity Markets Risk |
✔ |
✔ |
✔ |
✔ |
✔ |
|
ETF Risk |
✔ |
✔ |
✔ |
✔ |
✔ |
|
Futures and Forward Contracts and Related Risks |
|
|
✔ |
|
|
|
Hedging Strategy Risk |
|
|
✔ |
|
|
|
Large-Capitalization Investing Risk |
✔ |
✔ |
✔ |
✔ |
✔ |
|
New Fund Risk |
✔ |
✔ |
✔ |
✔ |
✔ |
| Non-Diversification Risk |
✔ |
✔ |
✔ |
✔ |
✔ |
|
Operational Risk |
✔ |
✔ |
✔ |
✔ |
✔ |
|
Options Risk |
✔ |
✔ |
✔ |
✔ |
✔ |
|
Other Investment Companies Risk |
✔ |
✔ |
✔ |
✔ |
✔ |
|
Securities Lending Risk |
✔ |
✔ |
✔ |
✔ |
✔ |
• Active Management Risk. If the Sub-Adviser actively manages a Fund’s investments, then consequently, a Fund is subject to the risk that the investment techniques and risk analyses employed by the Sub-Adviser may not produce the desired results. This could cause a Fund to lose value or its investment results to lag relevant benchmarks or other funds with similar objectives. Additionally, legislative, regulatory or tax developments may affect the investment
49
techniques available to the Sub-Adviser in connection with managing a Fund and may also adversely affect the ability of the Fund to achieve its investment goal.
• Buffered Loss Risk. There can be no guarantee that the Fund will provide protection against downside losses or provide upside participation in the Fool 100 Index. The Fund does not provide principal protection and a shareholder may experience significant losses including losing their entire investment. The Fund’s strategy seeks to deliver returns that match the performance of the Fool 100 Index (up to the cap), while limiting downside losses, if shares are bought on the first day of the Outcome Period and held until the end of the Outcome Period. If an investor purchases shares after the first day of the Outcome Period or sells shares prior to the end of the Outcome Period, the buffer that the Fund seeks to provide may not be available. An investor that holds Fund shares through multiple Outcome Periods may fail to experience gains comparable to those of the Fool 100 Index due to the annual imposition of a new cap and may be unable to recapture losses from a prior Outcome Period as a result of the Fund resetting its cap each Outcome Period. A shareholder may also bear losses against which the buffer is intended to protect. In periods of extreme market volatility, the Fund’s downside protection may be significantly less than the limited buffer. In addition, because the buffer is structured to protect the Fund’s loss of NAV, to the extent an investor sells Fund shares on an exchange and the Fund’s shares are trading at prices that deviate from NAV, a shareholder may not realize the full value of the of the downside protection or benefit from the full value of any appreciation up to the cap.
• Cap Change Risk. A new cap is established at the beginning of each Outcome Period and is dependent on prevailing market conditions. As a result, the cap may rise or fall from one Outcome Period to the next and is unlikely to remain the same for consecutive Outcome Periods.
• Capped Upside Risk. The Premium Income Buffer Fund’s strategy seeks to provide returns subject to a predetermined upside cap. The cap is the approximate maximum return that an investor can achieve from an investment in the Fund over an entire Outcome Period. If the Fool 100 Index experiences gains during an Outcome Period, the Fund will not participate in those gains beyond the cap. If an investor does not hold its Fund shares for an entire Outcome Period, the returns realized by that investor may not match those the Fund seeks to achieve. As a result of the Fund's fees and expenses and because the Fund's returns are subject to a cap, the return of the Fund could represent a return that is worse than the price performance of the Fool 100 Index. In periods of heightened market volatility, the Fund’s upside limit may be significantly lower than the cap.
• Cash or Cash Equivalents Risk. When a Fund holds a significant amount of cash or cash equivalents, such as highly-rated short-term fixed income securities, and does not have significant exposures through investments in derivatives, it may not meet its investment objective and a Fund’s performance may significantly lag that of market indices which, by definition, are composed of groups of securities without a cash component. In addition, increases in inflation may lead to a decline in the value of cash or cash equivalent securities.
• Company and Market Risk. The common stock of a company may not perform as well as expected, and may decrease in value, because of factors related to the company. Among these factors are adverse developments regarding the company’s business or management decisions, changes in the industry in which the company is engaged, and a reduction in the demand for a company’s products or services. In this regard, there is a risk that the judgments of the Adviser about the value and appreciation potential of particular securities will be incorrect. In addition, if a company becomes insolvent, owners of the company’s common stock will have the lowest priority among owners of that company’s different classes of securities as to the distribution of the company’s assets.
General market and economic factors may adversely affect securities markets generally, which could adversely affect the value of a Fund’s investments in common stocks. In addition, the rights of holders of common stock are subordinate to the rights of preferred shares and debt holders.
A Fund’s NAV and investment return will fluctuate based upon changes in the value of its investments. There is no assurance that a Fund will realize its investment objective, and an investment in a Fund is not, by itself, a complete or
50
balanced investment program. You could lose money on your investment in a Fund, or a Fund could underperform other investments.
Periods of unusually high financial market volatility and restrictive credit conditions, at times limited to a particular sector or geographic area, have occurred in the past and may be expected to recur in the future. Some countries, including the United States, have adopted or have signaled protectionist trade measures, relaxation of the financial industry regulations that followed the financial crisis, and/or reductions to corporate taxes. The scope of these policy changes is still developing, but the equity and debt markets may react strongly to expectations of change, which could increase volatility, particularly if a resulting policy runs counter to the market’s expectations. The outcome of such changes cannot be foreseen at the present time. In addition, geopolitical and other risks, including events such as war, military conflict, acts of terrorism, social unrest, natural disasters, recessions, inflation, rapid interest rate changes, supply chain disruptions, sanctions, the spread of infectious illness or other public health threats, may add to instability in the world economy and markets generally. As a result of increasingly interconnected global economies and financial markets, the value and liquidity of a Fund’s investments may be negatively affected by events impacting a country or region, regardless of whether the Fund invests in issuers located in or with significant exposure to such country or region.
Recently, the United States has enacted or proposed to enact significant new tariffs, and various federal agencies have been directed to further evaluate key aspects of U.S. trade policy, which could potentially lead to significant changes to current policies, treaties, and tariffs. There continues to exist significant uncertainty about the future relationship between the U.S. and other countries with respect to such trade policies, treaties and tariffs. These developments, or the perception that any of them could occur, may have a material adverse effect on global trade, in particular, trade between the impacted nations and the U.S.; global financial markets’ stability; and global economic conditions. These events could, in turn, adversely affect a Fund’s performance.
• Concentration Risk. A Fund may be susceptible to an increased risk of loss, including losses due to adverse events that affect the Fund’s investments more than the market as a whole, to the extent that the Fund’s investments are concentrated in the securities and/or other assets of a particular issuer or issuers, country, group of countries, region, market, industry, group of industries, project types, group of project types, sector, market segment or asset class. A Fund may be more adversely affected by the underperformance of those securities and/or other assets, may experience increased price volatility and may be more susceptible to adverse economic, market, political or regulatory occurrences affecting those securities and/or other assets than a fund that does not concentrate its investments.
• Counterparty Risk. Transactions entered into by the Fund may be executed on various U.S. and non-U.S. exchanges, and may be cleared and settled through various clearing houses, custodians, depositories and prime brokers throughout the world. A failure by any such entity may lead to a loss to a Fund. In addition, some of the derivatives entered into by a Fund are not traded on an exchange but instead will be privately negotiated in the over-the-counter market. This means that these instruments are traded between counterparties based on contractual relationships. Relying on a counterparty exposes a Fund to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the Fund to suffer a loss. If a counterparty defaults on its payment obligations to the Fund, this default will cause the value of an investment in the Fund to decrease. In addition, to the extent a Fund deals with a limited number of counterparties, it will be more susceptible to the credit risks associated with those counterparties. A Fund is neither restricted from dealing with any particular counterparty nor from concentrating any or all of its transactions with one counterparty. The ability of a Fund to transact business with any one or number of counterparties and the absence of a regulated market to facilitate settlement may increase the potential for losses by the Fund. In situations in which a Fund is required to post margin or other collateral with a counterparty, including with a futures commission merchant or a clearing organization for futures or other derivative contracts, the counterparty may fail to segregate the collateral or may commingle the collateral with the counterparty’s own assets.
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As a result, in the event of the counterparty’s bankruptcy or insolvency, a Fund’s collateral may be subject to the conflicting claims of the counterparty’s creditors and the Fund may be exposed to the risk of being treated as a general unsecured creditor of the counterparty, rather than as the owner of the collateral. A Fund is subject to the risk that issuers of the instruments in which it invests and trades may default on their obligations, and that certain events may occur that have an immediate and significant adverse effect on the value of those instruments. There can be no assurance that an issuer will not default, or that an event that has an immediate and significant adverse effect on the value of an instrument will not occur, and that a Fund will not sustain a loss on a transaction as a result.
• Cyber Security Risk. With the increased use of technologies such as the internet to conduct business, each Fund is susceptible to operational, information security and related risks. In general, cyber incidents can result from deliberate attacks or unintentional events. Cyber-attacks include, but are not limited to, gaining unauthorized access to digital systems (e.g., through "hacking" or malicious software coding) for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption. Cyber-attacks may also be carried out in a manner that does not require gaining unauthorized access, such as causing denial-of-service attacks on websites (i.e., efforts to make network services unavailable to intended users). Cyber security failures or breaches by the Adviser, the Sub-Adviser and other service providers (including, but not limited to, the Funds’ accountant, custodian, transfer agent and administrator), and the issuers of securities in which the Funds invest, have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, interference with a Fund's ability to calculate its NAV, impediments to trading, the inability of a Fund’s shareholders to transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs. In addition, substantial costs may be incurred in order to prevent any cyber incidents in the future. While the Adviser and Sub-Adviser have established business continuity plans in the event of, and risk management systems to prevent, such cyber-attacks, there are inherent limitations in such plans and systems including the possibility that certain risks have not been identified. Furthermore, a Fund cannot control the cyber security plans and systems put in place by service providers to the Fund and issuers in which the Fund invests. A Fund and its shareholders could be negatively impacted as a result.
• Derivatives Risk. A derivative is an instrument with a value based on the performance of an underlying currency, security, index or other reference asset. The use of derivatives involves risks different from, or greater than, the risks associated with investing in more traditional investments. Derivatives involve costs, may create leverage, and may be illiquid, volatile, and difficult to value. A Fund may not be able to close out or sell a derivative position at a particular time or at an anticipated price. The use of derivatives could also result in a loss if the counterparty to the transaction does not perform as promised, including because of such counterparty’s bankruptcy or insolvency. The investment results achieved by the use of derivatives by a Fund may not match or fully offset changes in the value of the underlying security, index or other reference asset that it was attempting to hedge or the investment opportunity a Fund was attempting to pursue. Derivatives may be subject to pricing or “basis” risk, which exists when a particular derivative becomes extraordinarily expensive relative to historical prices or the prices of corresponding cash market instruments. Under certain market conditions, it may not be economically feasible to initiate a transaction or liquidate a position in time to avoid a loss or take advantage of an opportunity.
• Equity Markets Risk. The price of equity securities may rise or fall because of changes in the broad market or changes in a company’s financial condition, sometimes rapidly or unpredictably. These price movements may result from factors affecting individual companies, sectors or industries selected for a Fund or the securities market as a whole, such as changes in economic or political conditions. Equity securities are subject to “stock market risk” meaning that stock prices in general (or in particular, the types of securities in which a Fund invests) may decline over short or extended periods of time. When the value of a Fund’s securities goes down, your investment in the Fund decreases in value. Common stocks are generally exposed to greater risk than other types of securities, such as preferred
52
stock and debt obligations, because common stockholders generally have inferior rights to receive payment from issuers. Common stocks are susceptible to general stock market fluctuations and to volatile increases and decreases in value as market confidence in and perceptions of their issuers change. These investor perceptions are based on various and unpredictable factors including: expectations regarding government, economic, monetary and fiscal policies; inflation and interest rates; economic expansion or contraction; and global or regional political, economic, and banking crises.
• ETF Risk. Each Fund is an ETF, and, as a result of an ETF's structure, each Fund is exposed to the following risks:
○ Authorized Participants, Market Makers and Liquidity Providers Concentration Risk. Only an AP may engage in creation or redemption transactions directly with the Fund. A Fund may have a limited number of financial institutions that may act as APs. In addition, there may be a limited number of market makers and/or liquidity providers in the marketplace. To the extent either of the following events occur, Shares may trade at a material discount to NAV and possibly face delisting: (i) APs exit the business or otherwise become unable to process creation and/or redemption orders and no other APs step forward to perform these services, or (ii) market makers and/or liquidity providers exit the business or significantly reduce their business activities and no other entities step forward to perform their functions. These events, among others, may lead to a Fund's Shares trading at a premium or discount to NAV. Thus, you may pay more (or less) than the NAV when you buy Shares of a Fund in the secondary market, and you may receive less (or more) than NAV when you sell those Shares in the secondary market. A diminished market for an ETF's shares substantially increases the risk that a shareholder may pay considerably more or receive significantly less than the underlying value of the ETF shares bought or sold. In periods of market volatility, APs, market makers and/or liquidity providers may be less willing to transact in Fund Shares.
○ Cash Transactions Risk. Unlike certain ETFs, a Fund may undertake Share creations and redemptions partially or wholly for cash rather than on an in-kind basis. Because of this, a Fund may incur costs such as brokerage costs or be unable to realize certain tax benefits associated with in-kind transfers of portfolio securities that may be realized by other ETFs. These costs may decrease a Fund’s NAV to the extent that the costs are not offset by a transaction fee payable by an AP. An ETF that does not effectuate in-kind redemption transactions may cause its shareholders to experience higher taxable income.
○ Secondary Market Trading Risk. Although each Fund’s Shares are listed for trading on the Exchange and may be listed or traded on U.S. and non-U.S. stock exchanges other than the Exchange, there can be no assurance that an active trading market for Shares will develop or be maintained. Trading in a Fund’s Shares may be halted due to market conditions or for reasons that, in the view of the Exchange, make trading in Shares inadvisable. In addition, trading in Shares on the Exchange is subject to trading halts caused by extraordinary market volatility pursuant to Exchange “circuit breaker” rules, which temporarily halt trading on the Exchange. Additional rules applicable to the Exchange may halt trading in Shares when extraordinary volatility causes sudden, significant swings in the market price of Shares. There can be no assurance that Shares will trade with any volume, or at all, on any stock exchange. In stressed market conditions, the liquidity of a Fund’s Shares may begin to mirror the liquidity of the Fund’s underlying holdings, which can be significantly less liquid than the Fund’s Shares. In addition, during periods of market stress, there may be times when the market price of Shares is more than the NAV intra-day (premium) or less than the NAV intra-day (discount). This risk is heightened in times of market volatility or periods of steep market declines.
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○ Shares May Trade at Prices Other Than NAV Risk. As with all ETFs, Shares of each Fund may be bought and sold in the secondary market at market prices. Although it is expected that the market price of Shares will approximate a Fund’s NAV, there may be times when the market price of Shares is more than the NAV intra-day (premium) or less than the NAV intra-day (discount) due to supply and demand of Shares or during periods of
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market volatility. This risk is heightened in times of market volatility or periods of steep market declines. The market price of Shares during the trading day, like the price of any exchange-traded security, includes a “bid/ask” spread charged by the exchange specialist, market makers or other participants that trade Shares. In times of severe market disruption, the bid/ask spread can increase significantly. At those times, Shares are most likely to be traded at a discount to NAV, and the discount is likely to be greatest when the price of Shares is falling fastest, which may be the time that you most want to sell your Shares. The Adviser believes that, under normal market conditions, large market price discounts or premiums to NAV will not be sustained because of arbitrage opportunities.
• Futures and Forward Contracts and Related Risks. The successful use of futures and forward contracts draws upon the Sub-Adviser’s skill and experience with respect to such instruments and are subject to special risk considerations. The primary risks associated with the use of futures and forward contracts are:
o Futures and forward contracts have a high degree of price variability and are subject to occasional rapid and substantial changes;
o The imperfect correlation between the change in market value of the forward or futures contracts and the market value of the underlying instrument or reference assets with respect to such contracts;
o Possible lack of a liquid secondary market for a forward or futures contract and the resulting inability to close a forward or futures contract when desired;
o Possible market disruption or other extraordinary events, including but not limited to, governmental intervention;
o Potentially unlimited losses caused by unanticipated market movements;
o A Fund’s inability to predict correctly the direction of securities prices, interest rates, currency exchange rates and other economic factors;
o The possibility that the counterparty will default in the performance of its obligations; and
o If a Fund has insufficient cash, it may either have to sell securities from its portfolio to meet daily variation margin requirements with respect to its derivative instruments or close certain positions at a time when it may be disadvantageous to do so.
The use of futures contracts, forward contracts and derivative instruments could have the economic effect of financial leverage. Financial leverage magnifies exposure to the swings in prices of an asset class underlying an investment and results in increased volatility, which means a Fund will have the potential for greater losses than if the Fund did not employ leverage in its investment activity. Leveraging tends to magnify, sometimes significantly, the effect of any increase or decrease in a Fund’s exposure to an asset class and may cause the value of the Fund’s securities or related derivatives instruments to be volatile. Accordingly, a Fund’s NAV may be volatile because of its investment exposure to a derivative instrument. There is no assurance that a Fund’s investment in a derivative instrument with leveraged exposure to certain investments and markets will enable a Fund to achieve its investment objective.
• Hedging Strategy Risk. There can be no guarantee that the Hedged Fund will provide protection against downside losses or provider upside participation in the Fool 100 Index. The Hedged Fund’s use of options for hedging may not effectively protect against equity-market declines. In addition, the cost of hedging may be financed in whole or in part through the sale of call or put options, which may limit the Hedged Fund’s participation in equity-market gains. In a rising market, the Hedged Fund may underperform the broad U.S. equity market because the hedge limits the Hedged Fund’s upside participation. The Fund does not provide principal protection and a shareholder may experience significant losses, including losing their entire investment. The hedging strategy is designed to operate over discrete hedge periods, and investors who purchase or sell shares between hedge periods or who do not hold for the full hedge period may experience results that differ
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materially from the stated investment objectives. There is no guarantee that the Hedged Fund will be successful in its attempt to provide a hedge against equity-market declines.
The Hedged Fund's strategy seeks to provide returns subject to an upside cap. The cap is the approximate maximum return that an investor can achieve from an investment in the Hedged Fund over an entire Hedged Period. If the Fool 100 Index experiences gains during an Hedged Period, the Fund will not participate in those gains beyond the cap. As a result of the Fund's fees and expenses and because the Fund's returns are subject to a cap, the return of the Fund could represent a return that is worse than the price performance of the Fool 100 Index. In periods of heightened market volatility, the Fund's upside limit may be significantly lower than the cap. The Hedged Fund will not have a particular fixed overall cap for any particular period, and consequently, investors in the Fund will not be limited by any particular cap regardless of when they purchase or sell Shares.
• Large-Capitalization Investing Risk. Large capitalization companies may be unable to respond quickly to new competitive challenges like changes in consumer tastes or innovative smaller competitors. Also, large capitalization companies are sometimes unable to attain the high growth rates of successful, smaller companies, especially during extended periods of economic expansion. As a result, a Fund’s performance may be adversely affected if securities of large-capitalization companies underperform securities of smaller-capitalization companies or the market as a whole. The securities of large-capitalization companies may be relatively mature compared to smaller companies and therefore subject to slower growth during times of economic expansion.
• New Fund Risk. Each Fund is a recently organized, non-diversified management investment company and has no operating history. There is a risk that the Fund will not grow or maintain an economically viable size, in which case the Board may determine to liquidate the Fund. Like other new funds, large inflows and outflows may impact the Fund’s market exposure for limited periods of time. This impact may be positive or negative, depending on the direction of market movement during the period affected. If the Fund fails to attract a large amount of assets, shareholders of the Fund may incur higher expenses as the Fund’s fixed costs would be allocated over a smaller number of shareholders.
• Non-Diversification Risk. Each Fund is non-diversified, which means that they may invest a high percentage of their assets in a limited number of securities. Since the Funds are non-diversified, their NAV, market price and total returns may fluctuate or fall more than a diversified fund. Gains or losses on a single stock may have a greater impact on the Funds.
• Operational Risk. Each Fund is exposed to operational risks arising from a number of factors, including, but not limited to, human error, processing and communication errors, errors of a Fund’s service providers, counterparties, or other third parties, failed or inadequate processes and technology or systems failures. Each Fund and the Sub-Adviser seek to reduce these operational risks through controls and procedures. However, these measures do not address every possible risk and may be inadequate to address significant operational risks.
• Options Risk. An option is a type of derivative instrument that gives the holder the right (but not the obligation) to buy (a “call”) or sell (a “put”) an asset in the near future at an agreed upon price prior to the expiration date of the option. A Fund may “cover” a call option by owning the security underlying the option or through other means. The price and value of options can be highly volatile and are influenced by, among other things, actual and anticipated changes in the value of the underlying instrument, including its anticipated volatility, which are affected by national and international fiscal and monetary policies, the time remaining until the expiration of the option contract and economic events, and their use can result in loss if the Sub-Adviser is incorrect in its expectation of price fluctuations. The value of the option contracts in which a Fund invests are substantially influenced by the value of the underlying instrument, and a Fund may experience substantial downside from specific option positions and certain option positions held by the Fund may expire worthless.
o Selling or Writing Options Risks. Writing option contracts can result in losses that exceed the seller’s initial investment and may lead to additional turnover and higher tax liability. The risk involved in writing a call option is that there could be an increase in the market value of the underlying or reference asset. An underlying or reference asset may be an index, equity security, or ETF. If this occurs, the call option could be exercised and the underlying asset would then be sold at a lower price than its current market value. In the case of cash settled call options, the call seller would be required to purchase the call option at a price that is higher than the original sales price for such call option. Similarly, while writing call options can reduce the risk of owning the underlying asset, such a strategy limits the opportunity to profit from an increase in the market value of the underlying asset in exchange for up-front cash at the time of selling the call option. The risk involved in writing a put option is that there could be a decrease in the market value of the underlying asset. If this occurs, the put option could be exercised and the underlying asset would then be sold at a higher price than its current market
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value. In the case of cash settled put options, the put seller would be required to purchase the put option at a price that is higher than the original sales price for such put option.
o Buying or Purchasing Options Risk. If a call or put option is not sold when it has remaining value and if the market price of the underlying asset, in the case of a call option, remains less than or equal to the exercise price, or, in the case of a put, remains equal to or greater than the exercise price, the buyer will lose its entire investment in the call or put option. Since many factors influence the value of an option, including the price of the underlying asset, the exercise price, the time to expiration, the interest rate, and the dividend rate of the underlying asset, the buyer’s success in implementing an option buying strategy may depend on an ability to predict movements in the prices of individual assets, fluctuations in markets, and movements in interest rates. There is no assurance that a liquid market will exist when the buyer seeks to close out an option position. When an option is purchased to hedge against price movements in an underlying asset, the price of the option may move more or less than the price of the underlying asset.
o Rolling Options Contract Risk. A Fund’s investments in options are subject to risks related to rolling. Rolling occurs when a Fund closes out of an options contract as it nears its expiration and replaces it with a contract that has a later expiration instead of holding the option contract through expiration. When the market for these options is such that the prices are higher in the more distant delivery months than in the nearer delivery months, the sale during the course of the “rolling process” of the more nearby contract would take place at a price that is lower than the price of the more distant contract. This pattern of higher option prices for longer expiration contracts is often referred to as “contango.” Alternatively, when the market for options contracts is such that the prices are higher in the nearer months than in the more distant months, the sale during the course of the “rolling process” of the more nearby contract would take place at a price that is higher than the price of the more distant contract. This pattern of higher options prices for shorter expiration options contracts is referred to as “backwardation.” Extended periods of contango or backwardation can cause significant losses for the Fund.
o Call Option Writing Risk. (Premium Income Fund and Tax Efficient Premium Income Fund) By writing call options on equity indexes or individual securities in return for premiums, the Fund gives up the opportunity to benefit from potential increases in the value of the underlying securities above the exercise prices of the options, while continuing to bear the risk of declines in the value of its equity holdings. The premiums received from written options may not be sufficient to offset losses sustained from volatility in the underlying equity markets over time. The Fund’s ability to benefit from appreciation in its equity portfolio may be limited while written options are outstanding, unless the Fund cancels the option positions by purchasing offsetting options before expiration. Exchanges may suspend the trading of options in volatile markets, and if trading is suspended, the Fund may be unable to write options at times that may be desirable or advantageous, which may increase tracking error.
o Strategy Risk. (Premium Income Fund and Tax Efficient Premium Income Fund) The Fund’s strategy of combining an equity portfolio with an options overlay may not perform as expected under all market conditions. In a rising market, the Fund may underperform the broad U.S. equity market because written call options limit the Fund’s participation in market gains above the options’ exercise prices. In addition, because the Fund’s income strategy relies on option premiums, the level of income generated will vary with market conditions, including prevailing volatility levels and option premiums. Depending on market conditions, the Fund’s volatility may not be lower than that of the broad market.
o Put-Writing Strategy Risk. The Yield Plus Fund’s put-selling overlay strategy may result in losses that exceed the premiums received. The risk involved in writing a put option is that there could be a decrease in the market value of the underlying asset. If this occurs, the put option could be exercised and the Yield
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Plus Fund may be required to purchase the underlying asset at a higher price than its current market value. The options strategy may increase the Yield Plus Fund’s downside exposure and volatility under certain market conditions. There is no guarantee that the options overlay will generate positive returns or that any premium income received will offset losses from the equity portfolio or options positions.
o FLEX Options Risk. FLEX Options are exchange-traded options contracts with customizable terms like exercise price, style, and expiration date. Due to their customization and potentially unique terms, FLEX Options may be less liquid than other securities, such as standard exchange listed options. In less liquid markets for the FLEX Options, a Fund may have difficulty closing out certain FLEX Options at desired times and prices. The value of FLEX Options will be affected by, among others, changes in the underlying share or equity index price, changes in actual and implied interest rates, changes in the actual and implied volatility of the underlying Shares or equity index and the remaining time until the FLEX Options expire. The value of the FLEX Options will be determined based upon market quotations or using other recognized pricing methods, in accordance with the Company’s pricing policies and procedures. During periods of reduced market liquidity or in the absence of readily available market quotations for the holdings of a Fund, the ability of a Fund to value the FLEX Options becomes more difficult and the judgment of the Sub-Adviser (employing the fair value procedures adopted by the Board of Directors of the Company) may play a greater role in the valuation of a Fund’s holdings due to reduced availability of reliable objective pricing data.
• Other Investment Companies Risk. You will indirectly bear fees and expenses charged by underlying investment companies in addition to a Fund’s direct fees and expenses. As a result, your cost of investing in a Fund will be higher than the cost of investing directly in the underlying investment company. The risk of owning another investment company generally reflects the risks of owning the underlying investments the investment company holds. A Fund also will incur brokerage costs when it purchases and sells ETFs. ETFs may trade at a discount or premium to net asset value.
• Securities Lending Risk. Each Fund may seek to increase its income by lending portfolio securities to institutions, such as certain broker-dealers. Portfolio securities loans are secured continuously by collateral maintained on a current basis at an amount at least equal to the market value of the securities loaned. The value of the securities loaned by a Fund will not exceed 33 1/3% of the value of the Fund’s total assets. A Fund may experience a loss or delay in the recovery of its securities if the borrowing institution breaches its agreement with the Fund. Lending a Fund’s portfolio securities involves the risk of delay in receiving additional collateral if the value of the securities goes up while they are on loan. A Fund may lose money from securities lending if, for example, it is delayed in or prevented from selling the collateral or from recovering the securities loaned or if it incurs losses on the reinvestment of cash collateral.
Additional Information About Non-Principal Risks of the Funds. This section provides additional information regarding certain non-principal risks of investing in the Funds. The risk listed below could have a negative impact on a Fund’s performance and trading prices.
• Activities of Affiliates of the Adviser Risk. Companies affiliated with the Adviser, including TMF, publish information, opinions, and recommendations regarding the purchase and sale of securities, possibly including securities that are held by or being considered for purchase or sale by the Funds. These opinions and recommendations may be consistent with, or opposed to, the views of the Adviser and may adversely affect the prices of securities held by the Funds or the prices at which the Funds can purchase or sell a security. The Funds, the Adviser, and the Adviser’s publishing affiliates have adopted procedures designed to prevent personnel of the publishing affiliates from obtaining or using nonpublic information about each Fund’s holdings or the Adviser’s strategy or actual or potential portfolios. These procedures are also designed to prevent the Adviser and its personnel from using pre-publication information obtained from the publishing affiliates and to assure that investment decisions for the Funds are consistent with what the Adviser believes to be in the
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Funds’ best interest. Additionally, the members of the Adviser’s Investment Committee provide advisory services on behalf of another affiliate, Motley Fool Wealth Management, LLC (“MFWM”), particularly for MFWM’s separately managed accounts. The advice given on behalf of MFWM, consistently with the mandates of its various strategies, may also be consistent with or opposed to the views of the Adviser in relation to the Funds and may adversely affect the prices of securities held by the Funds or the prices at which they can purchase or sell a security. MFWM and the Adviser have adopted procedures to assure that neither MFWM nor the Adviser (or their respective clients) can benefit from any informational or trading advantage over the other. A description of the Funds’ policies and procedures with respect to the disclosure of information regarding their portfolio securities and the procedures designed to minimize conflicts between the Funds, the Adviser, MFWM, and the Adviser’s publishing affiliates is contained in the statement of additional information (“SAI”).
• Closed-End Funds Risk. A Fund may invest in publicly traded shares of closed-end investment companies registered under the Investment Company Act of 1940 (the “1940 Act”) and business development companies to indirectly access particular types of investments (such as private equity investments), markets, or industry sectors in which it would otherwise be difficult or costly for the Fund to invest. Shares of these companies may trade at a discount from or premium to their net asset values per share, which change from time to time and may be significant. Closed-end investment companies and business development companies incur various expenses, including investment advisory fees (which, in the case of a business development company, may be performance-based compensation). The Fund will bear these expenses when it invests in such companies, which are in addition to the fees and expenses of the Fund.
• Convertible Securities Risk. A Fund may purchase convertible debt obligations and convertible preferred stock. The holders of these securities are entitled to exchange the securities for common stock (or other equity securities) of a company, typically at a fixed price within a specified period of time. Until conversion, the holder is entitled to interest (in the case of convertible debt) or dividends (in the case of preferred stock). These instruments have risks that are similar to debt securities because of their interest or dividend features and have risks that are similar to equity securities because of their conversion features.
• Costs of Buying or Selling Shares Risk. Investors buying or selling Shares of each Fund in the secondary market will pay brokerage commissions or other charges imposed by brokers, as determined by that broker. Brokerage commissions are often a fixed amount and may be a significant proportional cost for investors seeking to buy or sell relatively small amounts of a Fund’s Shares. In addition, secondary market investors will also incur the cost of the difference between the price at which an investor is willing to buy Shares (the “bid” price) and the price at which an investor is willing to sell Shares (the “ask” price). This difference in bid and ask prices is often referred to as the “spread” or “bid/ask spread.” The bid/ask spread varies over time for Shares based on trading volume and market liquidity, and is generally lower if Shares have more trading volume and market liquidity and higher if Shares have little trading volume and market liquidity. Further, a relatively small investor base in a Fund, asset swings in a Fund and/or increased market volatility may cause increased bid/ask spreads. Due to the costs of buying or selling Shares, including bid/ask spreads, frequent trading of Shares may significantly reduce investment results and an investment in Shares may not be advisable for investors who anticipate regularly making small investments.
• Debt Securities Risk. A Fund may invest in non-convertible debt securities on a temporary basis to earn income pending investment of its assets in common stocks and equity-related securities or to seek capital appreciation when the Adviser believes an issuer’s debt securities are undervalued based on its fundamental analysis. These securities include bonds and other debt obligations, including obligations issued by U.S. and foreign corporations, the U.S. government or foreign governments or their agencies, and municipal governments. The securities may pay fixed, variable, or floating rates of interest and may include zero-coupon obligations. The Fund may invest in both investment grade debt securities and non-investment grade debt securities (known as
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high-yield bonds or junk bonds). Investment grade debt securities are those securities rated BBB or better by S&P Global Ratings or Baa or better by Moody’s Investors Service, or that are unrated and have been determined by the Adviser to be of comparable quality to these rated securities. Except during periods of adverse market or economic conditions, when the Fund may assume a defensive investment position, the Fund will not invest more than 15% of its net assets in non-convertible debt securities.
All debt securities are subject to certain risks. One risk is that the issuer may not be able to meet its principal or its interest-payment obligations. Another risk is that the value of debt securities generally declines as interest rates rise. The value of debt securities may also decline as a result of a change in market perception of the creditworthiness of the issuer and a change in general market liquidity. Any decline in the value of debt securities as a result of changes in credit quality or future interest rates will generally be greater for securities having longer maturities. Non-investment grade securities, especially high-yield bonds, which are speculative investments, are more sensitive to these risks, particularly credit risk. In addition, the markets for non-investment grade securities may be thinner and less active than are the markets for investment grade securities. The Fund will not invest more than 10% of its net assets in non-investment grade debt securities and do not invest in debt securities that are in default as to payment of interest or principal.
• ETF Investing Risk. A Fund may purchase shares of ETFs that are registered as investment companies under the 1940 Act and shares of similar investment vehicles that are not registered under the 1940 Act (together with the ETFs, “Traded Funds”) to gain exposure to the general market, individual countries or regions, or industry sectors. The Fund may use these instruments to allocate their assets to markets or industry sectors the Adviser deems attractive while it pursues investment in the securities of companies in those markets or sectors.
The ETFs in which the Fund invests hold portfolios of investments may seek to track the performance of a particular index (or group of securities having specified characteristics) or of a “basket” of stocks from within a particular industry sector or group. Their shares are traded on securities exchanges. Traded Funds involve risks generally associated with investments in securities, including the risk that the general level of prices, or that the prices of securities within a particular sector, may increase or decline and thereby affect the value of the shares of the Traded Funds. To the extent that Traded Funds incur various expenses, including investment advisory fees, the Fund, when investing in Traded Funds, will bear duplicative fees and expenses, which shareholders of the Fund will bear indirectly. The Fund does not invest in actively managed Traded Funds.
The market for an ETF’s shares may become less liquid in response to deteriorating liquidity in the markets for the ETF’s underlying portfolio holdings, which could lead to differences between the market price of the ETF’s shares and the underlying value of those shares. An ETF’s market price may deviate from the value of the ETF’s underlying portfolio holdings, particularly in times of market stress, with the result that investors may pay significantly more or receive significantly less than the underlying value of the ETF shares bought or sold. An active trading market for shares of the ETF may not develop or be maintained. In times of market stress, market makers or authorized participants may step away from their respective roles in making a market in shares of the ETF and in executing purchase or redemption orders, which could also lead to variances between the market price of the ETF’s shares and the underlying value of those shares.
• Forward Foreign Currency Contracts Risk. Each Fund may (but is not required to) enter into forward foreign currency contracts to hedge its exposure to fluctuations in foreign exchange rates pending their purchase and sale of foreign securities. These contracts represent obligations to purchase or to sell a specified amount of currency at a future date and at a specified price agreed to by the parties at the time they enter into the contracts and allow the Fund to “lock in” the U.S. dollar prices of securities. However, there may be an imperfect correlation between the securities being purchased or sold and the forward contracts entered into, and there is a risk that a counterparty will be unable or unwilling to fulfill its obligation under a forward contract.
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• Illiquid Investments Risk. The Funds invest primarily in publicly traded securities and do not generally purchase securities that have legal or contractual restrictions on resale or that are illiquid. However, total return swaps entered into by a Fund may be illiquid. In addition, liquid securities purchased by the Fund may become illiquid because of issuer-specific events or changes in market conditions. Illiquid investments are subject to the risk that the Funds will not be able to sell the investments when desired or at favorable prices. The Fund will not purchase an illiquid investment if, as a result, more than 15% of the value of the Fund’s net assets would be so invested.
• Initial Public Offerings (IPOs) Risk. While a Fund has no limit on the amount of its assets that can be invested in IPOs, seeking investments in IPOs is not part of the Fund’s principal investment strategy. By definition, securities issued in IPOs have not traded publicly until the time of their offerings. Special risks associated with IPOs may include, among others, the fact that there may be only a limited number of shares available for trading. The market for those securities may be unseasoned. The issuer may have a limited operating history. These factors may contribute to price volatility. The limited number of shares available for trading in some IPOs may also make it more difficult for the Fund to buy or sell significant amounts of shares without an unfavorable impact on prevailing prices. In addition, some companies initially offering their shares publicly are involved in relatively new industries or lines of business, which may not be widely understood by investors. Some of the companies involved in new industries may be regarded as developmental stage companies, without revenues or operating income, or the near-term prospects of them. Many IPOs are by small- or micro-cap companies that are undercapitalized.
• Legal and Regulatory Change Risk. The regulatory environment for investment companies is evolving, and changes in regulation may adversely affect the value of a Fund’s investments and its ability to pursue its trading strategy. In addition, the securities markets are subject to comprehensive statutes and regulations. The SEC and other regulators and self-regulatory organizations and exchanges are authorized to take extraordinary actions in the event of market emergencies. The effect of any future regulatory change on a Fund could be substantial and adverse.
• Preferred Stock Risk. A Fund may invest in preferred stocks. Like common stock, preferred stock represents equity ownership interests in a company and participates in a company’s earnings. However, unlike common stocks, preferred stocks are entitled to stated dividends. These dividends are sometimes “cumulative,” which means that if previous stated dividends have not been paid, the dividends payable on the preferred stock will have a priority over distributions to holders of common stock and a preference on the distribution of a company’s assets in the event of the company’s dissolution. Preferred stock may also be “participating,” which means that its holders are entitled to dividends in excess of stated dividends in certain cases. A Fund does not require a minimum credit rating for its preferred stock. The Adviser considers a company’s liquidity and credit condition as well as the position of the security in the company’s capital structure in assessing preferred stock it considers for the Fund. The risks of preferred stock are similar to the risks associated with common stock.
• Real Estate Investment Trusts Risk. Each Fund may invest in real estate investment trusts (“REITs”). REITs are pooled investment vehicles that manage a portfolio of real estate or real estate-related loans to earn profits for their shareholders. REITs are generally classified as equity REITs, mortgage REITs, or a combination of equity and mortgage REITs. Equity REITs invest the majority of their assets directly in real property, such as shopping centers, nursing homes, office buildings, apartment complexes, and hotels, and derive income primarily from the collection of rents. Equity REITs can also realize capital gains by selling properties that have appreciated in value. Mortgage REITs invest the majority of their assets in real estate mortgages and derive income from the collection of interest payments. REITs can be subject to extreme volatility because of fluctuations in the demand for real estate, changes in interest rates, and adverse economic conditions. Similar to regulated investment companies, REITs generally are not subject to federal income tax on income distributed
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to shareholders, provided they comply with certain requirements. The failure of a REIT to continue to qualify as a REIT for tax purposes can materially affect its value. A fund indirectly bears its proportionate share of any expenses paid by a REIT in which it invests. REITs often do not provide complete tax information until after the end of the calendar year. Consequently, because of the delay, it may be necessary for a fund investing in REITs to request permission to extend the deadline for issuance of Forms 1099-DIV beyond January 31. In the alternative, amended Forms 1099-DIV may be sent.
• RIC Compliance Risk. Each Fund has elected to be, and intends to qualify each year for treatment as, a RIC under Subchapter M of Subtitle A, Chapter 1, of the Code. To continue to qualify for federal income tax treatment as a RIC, each Fund must meet certain source-of-income, asset diversification and annual distribution requirements. If for any taxable year a Fund fails to qualify for the special federal income tax treatment afforded to RICs, all of that Fund’s taxable income will be subject to federal income tax at regular corporate rates (without any deduction for distributions to its shareholders) and its income available for distribution will be reduced. Under certain circumstances, a Fund could cure a failure to qualify as a RIC, but in order to do so, the Fund could incur significant Fund-level taxes and could be forced to dispose of certain assets.
• Short-Term Investments Risk. During periods of adverse market or economic conditions, each Fund may temporarily invest all or a substantial portion of their assets in high quality, fixed-income securities, money market instruments, and shares of money market mutual funds, or it may hold cash. At such times, to preserve capital, the Funds would not be pursuing their stated investment objective with its usual investment strategies. The Funds may also hold these investments for liquidity purposes.
• Total Return Swaps and Participatory Notes Risk. A Fund may enter into total return swaps and participatory notes to gain exposure to foreign securities markets or foreign securities that might otherwise be difficult or costly to access or purchase because of foreign regulatory restrictions or foreign tax laws. A total return swap is an individually negotiated agreement through which the Fund can, in exchange for a specified fixed or floating payment, derive an investment return that is based on the investment performance of a specified index or basket of securities or that is based on changes in the price of a specific foreign security. A participatory note is a financial instrument used by foreign investors to invest in a particular country’s securities. Securities brokerages in the country buy the securities, then issue to foreign investors participatory notes that derive their value from the underlying securities. Any dividends or capital gains collected from the underlying securities are passed through to the foreign investors. Use of these instruments involves various risks. These include the risks that the Fund may not be able to terminate or offset their positions at the time they wish to do so or at a favorable price and that, as a result of the failure of a counterparty or legal or operational issues, the Fund may not receive payments required to be made to them under the terms of a swap or participatory note. Total return swaps also may involve leverage and the related risk of loss. When the Fund enters into a total return swap transaction, a segregated account consisting of cash, U.S. government securities, or liquid securities equal to the value of the swap transaction is established and maintained. The Fund will not enter into a total return swap or participatory note if, as a result, the value of its positions in illiquid investments would exceed 15% of the value of the Fund’s net assets, respectively.
• Warrants and Rights Risk. Rights are similar to warrants but normally have a short duration and are distributed directly by the issuer to its shareholders. Warrants and rights are not dividend-paying investments and do not have the voting rights of common stock. They also do not represent any rights in the assets of the issuer. As a result, warrants and rights may be considered more speculative than direct equity investments. In addition, the values of warrants and rights do not necessarily change with the values of the underlying securities, and these instruments may cease to have value if not exercised before their expiration dates. The use of warrants and rights can increase the volatility of the Funds’ portfolio. If a Fund invests in these instruments at unfortunate times or judges market conditions incorrectly, it may incur substantial losses. Changes in the liquidity of the
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secondary markets in which these instruments trade can result in significant, rapid, and unpredictable changes in their prices, and these conditions could also cause losses to the Funds.
• When-Issued, Delayed-Delivery, and Forward-Commitment Transactions Risk. A Fund may purchase securities on a “when-issued” basis and may purchase or sell securities on a “delayed-delivery” or “forward-commitment” basis to hedge against anticipated changes in interest rates or securities prices. These transactions involve a commitment by the Fund to purchase or sell securities at a future date (ordinarily one or two months later). The price of the underlying securities, which is generally expressed in terms of yield, is fixed at the time the commitment is made, but delivery and payment for the securities takes place at a later date. No income accrues on securities that have been purchased pursuant to a when-issued, delayed-delivery, or forward-commitment basis before delivery to the Fund. When-issued, delayed-delivery, and forward-commitment securities may be sold before the settlement date. If the Fund disposes of the right to acquire a when-issued security before their acquisition or dispose of their right to deliver or receive against a delayed delivery or forward commitment, they may incur a gain or loss. When the Fund enter into such a transaction, a segregated account consisting of cash, U.S. government securities, or liquid securities equal to the value of the when-issued, delayed-delivery, or forward-commitment transaction is established and maintained. Purchasing securities on a forward-commitment, when-issued, or delayed-delivery basis when the Fund is fully or almost fully invested may result in greater potential fluctuation in the value of the Fund’s net assets. There is a risk that securities purchased on a when-issued or delayed-delivery basis may not be delivered and that the purchaser of securities sold by the Fund on a forward basis will not honor its purchase obligation. In these cases, the Fund may incur a loss.
Disclosure of Portfolio Holdings
Each Fund’s entire portfolio holdings are publicly disseminated each day the Fund is open for business through the Funds’ website located at www.fooletfs.com and may be made available through financial reporting and news services or any other medium, including publicly available internet web sites. Additional information regarding the Funds’ policies and procedures with respect to the disclosure of the Funds’ portfolio securities is available in the Funds’ SAI.
MANAGEMENT OF THE FUNDS
The Board of The RBB Fund, Inc. (the “Company”), of which each Fund is a series, is responsible for supervising the operations and affairs of the Funds. The Sub-Adviser is responsible for the daily management and administration of each Fund’s operations.
Investment Adviser
The Adviser is a wholly owned subsidiary of Motley Fool Investment Management, LLC, a subsidiary of The Motley Fool Holdings Inc. (“TMF Holdings”), a multimedia financial-services holding company that also owns The Motley Fool, LLC (“TMF”), which publishes investment information and analysis across a wide range of media, including investment-newsletter services, websites, and books. TMF Holdings is controlled by David Gardner and Tom Gardner. The Adviser is located at 2000 Duke Street, Suite 300, Alexandria, Virginia 22314.
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The Adviser is a separate legal entity and all discretionary asset management services for the Funds are made independently by portfolio managers at the Adviser. With respect to its actively-managed Funds, the Adviser does not attempt to track any TMF services and, as such, actively-managed Funds may diverge completely from TMF’s services.
Subject to the overall supervision of the Board, the Adviser manages the overall investment operations of the Funds in accordance with each Fund’s investment objective and policies and formulates a continuing investment strategy for each Fund pursuant to the terms of investment advisory agreements between the Company and the Adviser (each, an “Advisory Agreement” and together, the “Advisory Agreements”). Under the terms of its Advisory Agreement, each Fund pays the Adviser a unitary management fee that is computed and paid monthly. From the unitary management fees, the Adviser pays most of the expenses of the Funds, including the cost of transfer agency, custody, fund administration, legal, audit and other services. However, under each Advisory Agreement, the Adviser is not responsible for interest expenses, brokerage commissions and other trading expenses, fees and expenses of the independent directors and their independent legal counsel, taxes and other extraordinary costs such as litigation and other expenses not incurred in the ordinary course of business.
The Adviser receives an advisory fee from each Fund at an annual rate of each Fund’s average daily net assets as indicated in the following table.
|
|
Contractual Advisory Fee |
|
Premium Income Fund |
[ ]% |
|
Tax Efficient Premium Income Fund |
[ ]% |
|
Hedged Fund |
[ ]% |
|
Yield Plus Fund |
[ ]% |
|
Premium Income Buffer Fund |
[ ]% |
No advisory fee paid information is provided as none of the Funds had commenced operations prior to the date of this Prospectus.
Investment Sub-Adviser
[Sub-Adviser] (“[ ]” or the “Sub-Adviser”) serves as the investment sub-adviser to each Fund. The Sub-Adviser is registered with the SEC as an investment adviser. The Sub-Adviser is located at 400 Atlantic Street, 6th Floor, Stamford, Connecticut 06901. As of [ ], 2026, the Sub-Adviser and its affiliates had approximately $[ ] in assets under management.
Subject to the authority of the Board and the supervision of the Adviser, the Adviser retains the Sub-Adviser to provide the Fund with a continuous program of investing each Fund’s assets and determining the portfolio composition of each Fund. The Sub-Adviser is paid a fee [equal to the annual rate of [ ]% of the Fund’s average daily net assets]. Compensation of the Sub-Adviser is paid by the Adviser (not the Fund).
A discussion regarding the basis for the Board’s approval of each Fund’s investment advisory agreement with the Adviser and the sub-advisory agreement with the Sub-Adviser will be available in each Fund’s first annual or semi-annual shareholder report.
The Sub-Adviser’s Investment Management Team
[PM name here], [PM name here] and [PM name here], are each Fund’s portfolio managers and they each are responsible for the portfolio management decisions for each Fund’s assets.
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[PM name here]
[PM name here] joined [Sub-Adviser] in January 2012 as Chief Investment Officer. Before joining [Sub-Adviser], [PM name here] was a Partner at Numeric Investors, where he led the development of European strategies and managed Numeric’s World Fundamental Statistical Arbitrage Strategy. Earlier in his career, he served as a Portfolio Manager at Standard Pacific Capital and as a Senior Quantitative Analyst at AIM Investments.
[PM name here] holds an M.B.A. from Harvard Business School, where he graduated with high distinction in 2002. He also earned a Master of Science in Telecommunications from the Ecole Nationale Supérieure des Télécommunications de Paris (1997) and a diploma of "Ingénieur de l'Ecole Polytechnique" from the prestigious Ecole Polytechnique in Palaiseau, France (1995). Patrick is a CFA® charterholder and a certified Financial Risk Manager (FRM).
[PM name here]
[PM name here] is a Senior Vice President and Head of Quantitative Research at [Sub-Adviser]. He received his B.S degree from Nanjing University of Information Science & Technology, China in 1999 and joined China’s national key lab of Atmospheric Science, Chinese Academy of Sciences, for climate modeling. Mr. Li later studied at Georgia Institute of Technology where he earned a M.S degree in Quantitative and Computational Finance and a M.S. degree in Statistics. He joined [Sub-Adviser] in 2006 and has been involved in research, portfolio management and developing equity and ETF investment strategies and models. [PM name here] is a CFA level III candidate.
[PM name here]
[PM name here] joined [Sub-Adviser] as a Senior Vice President and Portfolio Manager in 2021. Previously, [PM name here] managed audit engagements at a Boston accounting firm and worked primarily with clients in renewable energy, software, and real estate. [PM name here] began his career at PwC. Adam graduated from Columbia University with a Master of Science degree in Financial Engineering, where he focused on quantitative methods and artificial intelligence. Adam is a CFA charterholder and a Certified Public Accountant (CPA).
The SAI provides additional information about the compensation of each Portfolio Manager, other accounts managed by them, and their ownership of Shares of the Funds.
HOW TO BUY AND SELL SHARES
Each Fund issues and redeems its Shares at NAV only in Creation Units. Only APs may acquire Shares directly from a Fund, and only APs may tender their Shares for redemption directly to a Fund, at NAV. APs must be (i) a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of the National Securities Clearing Corporation, a clearing agency that is registered with the SEC; or (ii) a DTC participant (as discussed below). In addition, each AP must execute a Participant Agreement that has been agreed to by the Distributor, and that has been accepted by the Transfer Agent, with respect to purchases and redemptions of Creation Units. Once created, Shares trade in the secondary market in quantities less than a Creation Unit.
Investors can only buy and sell Shares in secondary market transactions through brokers. Shares are listed for trading on the secondary market on an Exchange and can be bought and sold throughout the trading day like other publicly traded securities.
When buying or selling a Fund’s Shares through a broker, you will incur customary brokerage commissions and charges, and you may pay some or all of the spread between the bid and the offer price in the secondary market on each leg of a
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round trip (purchase and sale) transaction. In addition, because secondary market transactions occur at market prices, you may pay more than NAV when you buy Shares, and receive less than NAV when you sell those Shares.
Book Entry
Shares are held in book-entry form, which means that no stock certificates are issued. The Depository Trust Company (“DTC”) or its nominee is the record owner of all outstanding Shares.
Investors owning a Fund’s Shares are beneficial owners as shown on the records of DTC or its participants. DTC serves as the securities depository for all Shares. DTC’s participants include securities brokers and dealers, banks, trust companies, clearing corporations and other institutions that directly or indirectly maintain a custodial relationship with DTC. As a beneficial owner of Shares, you are not entitled to receive physical delivery of stock certificates or to have Shares registered in your name, and you are not considered a registered owner of Shares. Therefore, to exercise any right as an owner of Shares, you must rely upon the procedures of DTC and its participants. These procedures are the same as those that apply to any other securities that you hold in book entry or “street name” through your brokerage account.
Share Trading Prices on the Exchange
Trading prices of a Fund’s Shares on the Exchange may differ from the Fund’s daily NAV. Market forces of supply and demand, economic conditions and other factors may affect the trading prices of Shares. To provide additional information regarding the indicative value of Shares, the Exchange or a market data vendor disseminates information every 15 seconds through the facilities of the Consolidated Tape Association, or other widely disseminated means, an updated “intraday indicative value” (“IIV”) for Shares as calculated by an information provider or market data vendor. The Funds are neither involved in nor responsible for any aspect of the calculation or dissemination of the IIVs and make no representation or warranty as to the accuracy of the IIVs. If the calculation of the IIV is based on the basket of Deposit Securities, such IIV may not represent the best possible valuation of a Fund’s portfolio because the basket of Deposit Securities does not necessarily reflect the precise composition of the current Fund portfolios at a particular point in time. The IIV should not be viewed as a “real-time” update of a Fund’s NAV because the IIV may not be calculated in the same manner as the NAV, which is computed only once a day, typically at the end of the business day. The IIV is generally determined by using both current market quotations and/or price quotations obtained from broker-dealers that may trade in the Deposit Securities.
Frequent Purchases and Redemptions of Shares
The Funds impose no restrictions on the frequency of purchases and redemptions of Shares. In determining not to approve a written, established policy, the Board evaluated the risks of market timing activities by Fund shareholders. Purchases and redemptions by APs, who are the only parties that may purchase or redeem Shares directly with the Funds, are an essential part of the ETF process and help keep share trading prices in line with NAV. As such, the Funds accommodate frequent purchases and redemptions by APs. However, the Board has also determined that frequent purchases and redemptions for cash may increase tracking error and portfolio transaction costs and may lead to the realization of capital gains or losses. To minimize these potential consequences of frequent purchases and redemptions, the Funds employ fair value pricing and impose transaction fees on purchases and redemptions of Creation Units to cover the custodial and other costs incurred by the Funds in effecting trades. In addition, the Funds reserve the right to reject any purchase order at any time.
Determination of Net Asset Value
Each Fund’s NAV is calculated as of the scheduled close of regular trading on the NYSE, generally 4:00 p.m. Eastern Time, each day the NYSE is open for business. The NAV for a Fund is calculated by dividing the Fund’s net assets by its Shares outstanding.
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In calculating its NAV, a Fund generally values its assets on the basis of market quotations, last sale prices, or estimates of value furnished by a pricing service or brokers who make markets in such instruments. If such information is not available for a security held by the Fund or is determined to be unreliable, the security will be valued at fair value estimates under guidelines established by the Board.
Fair Value Pricing
If market quotations are unavailable or deemed unreliable by the Funds’ administrator, in consultation with the Adviser, securities will be fair valued by the Adviser, as the Funds’ valuation designee (the “Valuation Designee”), in accordance with procedures adopted by the Board and under the Board’s ultimate supervision. Relying on prices supplied by pricing services or dealers or using fair valuation involves the risk that the values used by a Fund to price its investments may be higher or lower than the values used by other investment companies and investors to price the same investments. The Board has adopted a pricing and valuation policy for use by each Fund and its Valuation Designee in calculating the Fund’s NAV. Pursuant to Rule 2a-5 under the 1940 Act, each Fund has designated the Adviser as its “Valuation Designee” to perform all of the fair value determinations as well as to perform all of the responsibilities that may be performed by the Valuation Designee in accordance with Rule 2a-5. The Valuation Designee is authorized to make all necessary determinations of the fair values of portfolio securities and other assets for which market quotations are not readily available or if it is deemed that the prices obtained from brokers and dealers or independent pricing services are unreliable.
DIVIDENDS, DISTRIBUTIONS, AND TAXES
Dividends and Distributions
Each Fund intends to pay out dividends, if any, and distribute any net realized capital gains to its shareholders at least annually.
Dividend Reinvestment Service
Brokers may make the DTC book-entry dividend reinvestment service available to their customers who own Shares. If this service is available and used, dividend distributions of both income and capital gains will automatically be reinvested in additional whole Shares of a Fund purchased on the secondary market. Without this service, investors would receive their distributions in cash. In order to achieve the maximum total return on their investments, investors are encouraged to use the dividend reinvestment service. To determine whether the dividend reinvestment service is available and whether there is a commission or other charge for using this service, consult your broker. Brokers may require a Fund’s shareholders to adhere to specific procedures and timetables.
Taxes
Each Fund has elected to be, and intends to qualify each year for treatment as, a RIC under Subchapter M of Subtitle A, Chapter 1, of the Code.
As with any investment, you should consider how your investment in shares of a Fund will be taxed. The tax information in this Prospectus is provided as general information about certain U.S. tax considerations relevant under current law, which may be subject to change in the future. Such tax information does not represent a detailed description of the U.S. federal income tax consequences to you in light of your particular circumstances, including if you are subject to special tax treatment. Except where otherwise indicated, the discussion relates to investors who are “United States persons” (within the meaning of the Code) holding Shares as capital assets for U.S. federal income tax purposes (generally, for investment). You should consult your own tax professional about the tax consequences of an investment in Shares of a Fund.
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Unless your investment in Shares of a Fund is made through a tax-exempt entity or tax-advantaged account, such as an IRA plan, you need to be aware of the possible tax consequences when: (i) a Fund makes distributions; (ii) you sell your shares listed on the Exchange; and (iii) you purchase or redeem Creation Units.
Taxes on Distributions
Each Fund intends to distribute, at least annually, substantially all of its net investment income and net capital gains income. For federal income tax purposes, distributions of investment income are generally taxable as ordinary income or qualified dividend income (as discussed below). Taxes on distributions of capital gains (if any) are determined by how long a Fund owned the investments that generated them, rather than how long a shareholder has owned his or her Shares of a Fund. Sales of assets held by a Fund for more than one year generally result in long-term capital gains and losses, and sales of assets held by a Fund for one year or less generally result in short-term capital gains and losses. Distributions of a Fund’s net capital gain (the excess of net long-term capital gains over net short-term capital losses) that are reported by such Fund as capital gain dividends (“Capital Gain Dividends”) will be taxable as long-term capital gains, which for non-corporate shareholders are subject to tax at reduced rates. Distributions of short-term capital gain will generally be taxable as ordinary income. Dividends and distributions are generally taxable to you whether you receive them in cash or reinvest them in additional Shares of a Fund.
Distributions reported by a Fund as “qualified dividend income” are generally taxed to non-corporate shareholders at rates applicable to long-term capital gains, provided holding period and other requirements are met by both such Fund and the shareholder. “Qualified dividend income” generally is income derived from dividends paid by U.S. corporations or certain foreign corporations that are either incorporated in a U.S. possession or eligible for tax benefits under certain U.S. income tax treaties. In addition, dividends that a Fund receives in respect of stock of certain foreign corporations may be qualified dividend income if that stock is readily tradable on an established U.S. securities market. The amount of a Fund’s distributions that qualify for this favorable treatment may be reduced as a result of such Fund’s securities lending activities, if any. Corporate shareholders may be entitled to a dividends-received deduction for the portion of dividends they receive from a Fund that are attributable to dividends received by such Fund from U.S. corporations, provided holding period and other requirements are met by both such Fund and the shareholder. The amount of the dividends qualifying for this deduction may, however, be reduced as a result of a Fund’s securities lending activities, if any.
If a Fund were to retain any net capital gain, such Fund may designate the retained amount as undistributed capital gains in a notice to shareholders who, if subject to U.S. federal income tax on long-term capital gains, (i) will be required to include in income as long-term capital gain, their proportionate share of such undistributed amount, and (ii) will be entitled to credit their proportionate share of the U.S. federal income tax paid by such Fund on the undistributed amount against their U.S. federal income tax liabilities, if any, and to claim refunds to the extent the credit exceeds such liabilities. If such an event occurs, the tax basis of Shares owned by a shareholder of a Fund will, for U.S. federal income tax purposes, generally be increased by the difference between the amount of undistributed net capital gain included in the shareholder’s gross income and the tax deemed paid by the shareholder.
Each Fund may make distributions that are treated as a return of capital. Such distributions are generally not taxable but will reduce the basis of your Shares. To the extent that the amount of any such distribution exceeds the basis of your Shares, however, the excess will be treated as gain from a sale of the Shares.
Shortly after the close of each calendar year, you will be informed of the character of any distributions received from a Fund.
U.S. individuals with income exceeding specified thresholds are subject to a 3.8% Medicare contribution tax on all or a portion of their “net investment income,” which includes interest, dividends, and certain capital gains (including capital
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gains distributions and capital gains realized on the sale of Shares of a Fund). This 3.8% tax also applies to all or a portion of the undistributed net investment income of certain shareholders that are estates and trusts.
In general, your distributions are subject to federal income tax for the year in which they are paid. Certain distributions paid in January, however, may be treated as paid on December 31 of the prior year. Distributions are generally taxable even if they are paid from income or gains earned by a Fund before your investment (and thus were included in the Shares’ NAV when you purchased your Shares of a Fund). Distributions paid from any interest income and from any short-term or long-term capital gains will be taxable whether you reinvest those distributions or receive them in cash. Distributions paid from a Fund’s net long-term capital gains, if any, are taxable to you as long-term capital gains, regardless of how long you have held your Shares.
You may wish to avoid investing in a Fund shortly before a dividend or other distribution, because such a distribution will generally be taxable to you even though it may economically represent a return of a portion of your investment. This adverse tax result is known as “buying into a dividend.”
Taxes When Shares are Sold on the Exchange
For federal income tax purposes, any gain or loss realized upon a sale of Shares of a Fund generally is treated as a capital gain and as a long-term capital gain or loss if those Shares have been held for more than 12 months and as a short-term capital gain or loss if those Shares have been held for 12 months or less. However, any capital loss on a sale of Shares held for six months or less is treated as long-term capital loss to the extent of Capital Gain Dividends paid or undistributed capital gains deemed paid with respect to such Shares of a Fund. Any loss realized on a sale will be disallowed to the extent Shares of a Fund are acquired (or the shareholder enters into a contract or option to acquire Shares of a Fund), including through reinvestment of dividends, within a 61-day period beginning 30 days before and ending 30 days after the sale of Shares. If disallowed, the loss will be reflected in an increase to the basis of the Shares acquired.
IRAs and Other Tax-Qualified Plans
The one major exception to the preceding tax principles is that distributions on and sales of Shares of a Fund held in an IRA (or other tax-qualified plan) will not be currently taxable unless it borrowed to acquire the Shares.
U.S. Tax Treatment of Foreign Shareholders
If you are neither a resident nor a citizen of the United States or if you are a foreign entity, distributions (other than Capital Gain Dividends or returns of capital) paid to you by a Fund will generally be subject to a U.S. withholding tax at the rate of 30%, unless a lower treaty rate applies. Each Fund may, under certain circumstances, report all or a portion of a dividend as an “interest-related dividend” or a “short-term capital gain dividend,” which would generally be exempt from this 30% U.S. withholding tax, provided certain other requirements are met. For these purposes, interest-related dividends and short-term capital gain dividends generally represent distributions of interest or short-term capital gains that would not have been subject to U.S. federal withholding tax at the source if received directly by a foreign shareholder, and that satisfy certain other requirements.
Properly reported distributions by a Fund that are received by foreign shareholders are generally exempt from U.S. federal withholding tax when they (a) are paid by a Fund in respect of such Fund’s “qualified net interest income” (i.e., such Fund’s U.S. source interest income, subject to certain exceptions, reduced by expenses that are allocable to such income), or (b) are paid by a Fund in connection with such Fund’s “qualified short-term gains” (generally, the excess of such Fund’s net short-term capital gains over such Fund’s long-term capital losses for such tax year). However, depending on the circumstances, a Fund may report all, some or none of such Fund’s potentially eligible distributions as derived from such
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qualified net interest income or from such qualified short-term gains, and a portion of such distributions (e.g., distributions attributable to interest from non-U.S. sources or any foreign currency gains) would be ineligible for this potential exemption from withholding.
If a Fund were to retain any net capital gain and designate the retained amount as undistributed capital gains in a notice to shareholders, foreign shareholders would be required to file a U.S. federal income tax return in order to claim refunds of their portion of the tax paid by such Fund on deemed capital gain distributions.
Foreign shareholders will generally not be subject to U.S. tax on gains realized on the sale of Shares in a Fund, except that a nonresident alien individual who is present in the United States for 183 days or more in a calendar year will be taxable on such gains and on Capital Gain Dividends from a Fund.
However, if a foreign investor conducts a trade or business in the United States and the investment in a Fund is effectively connected with that trade or business, then the foreign investor’s income from such Fund will generally be subject to U.S. federal income tax at graduated rates in a manner similar to the income of a U.S. citizen or resident.
Each Fund is generally required to withhold 30% on certain payments to shareholders that are foreign entities and that fail to meet prescribed information reporting or certification requirements.
The tax consequences to a foreign shareholder entitled to claim the benefits of an applicable tax treaty may differ from those described herein. All foreign investors should consult their own tax advisors regarding the tax consequences in their country of residence of an investment in a Fund.
Backup Withholding
Each Fund (or a financial intermediary, such as a broker, through which a shareholder owns Shares of a Fund) generally is required to withhold and remit to the U.S. Treasury a percentage of the taxable distributions and sale or redemption proceeds paid to any shareholder who fails to properly furnish a correct taxpayer identification number, who has underreported dividend or interest income, or who fails to certify that he, she or it is not subject to such backup withholding. A foreign investor can generally avoid such backup withholding by certifying his or her foreign status under penalties of perjury. The current backup withholding rate is 24%.
Taxes on Purchases and Redemptions of Creation Units
An AP who exchanges securities for Creation Units generally recognizes a gain or a loss. The gain or loss will be equal to the difference between the market value of the Creation Units at the time of the exchange and the sum of the AP’s aggregate basis in the securities surrendered plus the amount of cash paid for such Creation Units. The Internal Revenue Service, 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. Any gain or loss realized by an AP upon a creation of Creation Units will be treated as capital gain or loss if the AP holds the securities exchanged therefor as capital asset, and otherwise will be ordinary income or loss. Any capital gain or loss realized upon the creation of Creation Units will generally be treated as long-term capital gain or loss if the securities exchanged for such Creation Units have been held by the AP for more than 12 months and otherwise will be short-term capital gain or loss.
The Company on behalf of each Fund has the right to reject an order for a purchase of Creation Units if the AP (or a group of APs) would, upon obtaining the Creation Units so ordered, own 80% or more of the outstanding Shares of a Fund and if, pursuant to Section 351 of the Code, such Fund would have a basis in the securities different from the market value of such securities on the date of deposit. The Company also has the right to require information necessary to determine
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beneficial share ownership for purposes of the 80% determination. If a Fund does issue Creation Units to an AP (or group of APs) that would, upon obtaining the Creation Units so ordered, own 80% or more of the outstanding Shares of such Fund, the AP (or group of APs) may not recognize gain or loss upon the exchange of securities for Creation Units.
An AP who redeems Creation Units will generally recognize a gain or loss equal to the difference between the sum of the aggregate market value of any securities received plus the amount of any cash received for such Creation Units and the AP’s basis in the Creation Units. Any gain or loss realized by an AP upon a redemption of Creation Units will be treated as capital gain or loss if the AP holds the Shares comprising the Creation Units as capital assets and otherwise will be ordinary income or loss. Any capital gain or loss realized upon the redemption of Creation Units will generally be treated as long-term capital gain or loss if the Shares comprising the Creation Units have been held by the AP for more than 12 months, and otherwise will generally be short-term capital gain or loss. Any capital loss realized upon a redemption of Creation Units held for six months or less will be treated as a long-term capital loss to the extent of any amounts treated as distributions to the applicable AP of long-term capital gains with respect to the Creation Units (including any amounts credited to the AP as undistributed capital gains). However, any loss realized upon a redemption of Creation Units will be disallowed to the extent Shares of a Fund are acquired (or the AP enters into a contract or option to acquire Shares of a Fund), including through reinvestment of dividends, within a 61-day period beginning 30 days before and ending 30 days after the redemption. If disallowed, the loss will be reflected in an increase to the basis of the Shares acquired.
Each Fund may include a payment of cash in addition to, or in place of, the delivery of a basket of securities upon the redemption of Creation Units. A Fund may sell portfolio securities to obtain the cash needed to distribute redemption proceeds. This may cause a Fund to recognize investment income and/or capital gains or losses that it might not have recognized if it had completely satisfied the redemption in-kind, which would generally not give rise to a taxable gain or loss for a Fund. As a result, a Fund may be less tax efficient if it includes such a cash payment in the proceeds paid upon the redemption of Creation Units.
Persons purchasing or redeeming Creation Units should consult their own tax advisers with respect to the tax treatment of any creation or redemption transaction.
The foregoing discussion summarizes some of the possible consequences under current federal tax law of an investment in a Fund. It is not a substitute for personal tax advice. You also may be subject to state and local tax on a Fund’s distributions and sales of Shares of a Fund. Consult your personal tax advisor about the potential tax consequences of an investment in Shares of a Fund under all applicable tax laws. For more information, please see the section entitled “DIVIDENDS, DISTRIBUTIONS, AND TAXES” in the SAI.
DISTRIBUTION
The Distributor, Quasar Distributors, LLC, is a broker-dealer registered with the SEC. The Distributor distributes Creation Units for the Funds on an agency basis and does not maintain a secondary market in Shares. The Distributor has no role in determining the policies of the Funds or the securities that are purchased or sold by the Funds. The Distributor’s principal address is 190 Middle Street, Suite 301, Portland, Maine 04101.
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ADDITIONAL CONSIDERATIONS
Payments to Financial Intermediaries
The Adviser and Sub-Adviser, out of its own resources and without additional cost to the Funds or their shareholders, may pay intermediaries, including affiliates of the Adviser or Sub-Adviser, for the sale of Fund Shares and related services, including participation in activities that are designed to make intermediaries more knowledgeable about exchange traded
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products. Payments are generally made to intermediaries that provide shareholder servicing, marketing and related sales support, educational training or support, or access to sales meetings, sales representatives and management representatives of the intermediary. Payments may also be made to intermediaries for making Shares of a Fund available to their customers generally and in investment programs. The Adviser and Sub-Adviser may also reimburse expenses or make payments from its own resources to intermediaries in consideration of services or other activities the Adviser and Sub-Adviser believe may facilitate investment in the Funds.
The possibility of receiving, or the receipt of, the payments described above may provide intermediaries or their salespersons with an incentive to favor sales of Shares of the Funds, and other funds whose affiliates make similar compensation available, over other investments that do not make such payments. Investors may wish to take such payment arrangements into account when considering and evaluating any recommendations relating to the Funds and other ETFs.
Premium/Discount Information
Information regarding how often Shares traded on the Exchange at a price above (i.e., at a premium) or below (i.e., at a discount) the NAV is available, free of charge, on the Funds’ website at www.fooletfs.com.
Continuous Offering
The method by which Creation Units are purchased and traded may raise certain issues under applicable securities laws. Because new Creation Units are issued and sold by the Funds on an ongoing basis, at any point a “distribution,” as such term is used in the Securities Act of 1933, as amended (the “Securities Act”), may occur. Broker-dealers and other persons are cautioned that some activities on their part may, depending on the circumstances, result in their being deemed participants in a distribution in a manner which could render them statutory underwriters and subject them to the Prospectus delivery and liability provisions of the Securities Act.
For example, a broker-dealer firm or its client may be deemed a statutory underwriter if it takes Creation Units after placing an order with the Distributor, breaks them down into individual Shares, and sells such Shares directly to customers, or if it chooses to couple the creation of a supply of new Shares with an active selling effort involving solicitation of secondary market demand for Shares. A determination of whether one is an underwriter for purposes of the Securities Act must take into account all the facts and circumstances pertaining to the activities of the broker-dealer or its client in the particular case, and the examples mentioned above should not be considered a complete description of all the activities that could lead to categorization as an underwriter.
Broker-dealer firms should also note that dealers who are not “underwriters” but are effecting transactions in Shares, whether or not participating in the distribution of Shares, are generally required to deliver a prospectus. This is because the prospectus delivery exemption in Section 4(a)(3) of the Securities Act is not available with respect to such transactions as a result of Section 24(d) of the 1940 Act. As a result, broker dealer-firms should note that dealers who are not underwriters but are participating in a distribution (as contrasted with ordinary secondary market transactions) and thus dealing with Shares that are part of an over-allotment within the meaning of Section 4(a)(3)(a) of the Securities Act would be unable to take advantage of the prospectus delivery exemption provided by Section 4(a)(3) of the Securities Act. Firms that incur a prospectus delivery obligation with respect to Shares of a Fund are reminded that under Rule 153 of the Securities Act, a prospectus delivery obligation under Section 5(b)(2) of the Securities Act owed to an exchange member in connection with a sale on the Exchange is satisfied by the fact that such Fund’s Prospectus is available on the SEC’s electronic filing system. The prospectus delivery mechanism provided in Rule 153 of the Securities Act is only available with respect to transactions on an exchange.
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Additional Information
The Funds enter into contractual arrangements with various parties, including among others the Funds’ investment adviser and investment sub-adviser, who provide services to the Funds. Shareholders are not parties to, or intended (or “third party”) beneficiaries of, those contractual arrangements.
The Prospectus and the SAI provide information concerning the Funds that you should consider in determining whether to purchase Shares of a Fund. The Funds may make changes to this information from time to time. Neither this Prospectus nor the SAI is intended to give rise to any contract rights or other rights in any shareholder, other than any rights conferred explicitly by federal or state securities laws that may not be waived.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS OR IN THE FUNDS' SAI INCORPORATED HEREIN BY REFERENCE, IN CONNECTION WITH THE OFFERING MADE BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ITS DISTRIBUTOR. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING BY THE COMPANY OR BY THE DISTRIBUTOR IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT LAWFULLY BE MADE.
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FINANCIAL HIGHLIGHTS
Financial highlights are not yet available for the Funds as the Funds had not commenced operations prior to the date of this Prospectus.
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INVESTMENT ADVISER
Motley Fool Asset Management, LLC
2000 Duke Street, Suite 300
Alexandria, Virginia 22314
INVESTMENT SUB-ADVISER
[Sub-Adviser]
[ ]
Stamford, Connecticut [ ]
ADMINISTRATOR AND TRANSFER AGENT
U.S. Bank Global Fund Services
615 East Michigan Street
Milwaukee, WI 53202
CUSTODIAN
U.S. Bank, N.A.
1555 North Rivercenter Drive, Suite 302
Milwaukee, Wisconsin 53212
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
[ ]
UNDERWRITER
Quasar Distributors, LLC
190 Middle Street, Suite 301
Portland, Maine 04101
COUNSEL
Faegre Drinker Biddle & Reath LLP
One Logan Square, Suite 2000
Philadelphia, Pennsylvania 19103-6996
(This Page Intentionally Left Blank.)
FOR MORE INFORMATION
For more information about the Funds, the following documents are available free upon request:
Annual/Semiannual Reports
Once available, additional information about each Fund’s investments will be provided in the Fund’s annual and semiannual reports to shareholders. The annual report will contain a discussion of the market conditions and investment strategies that significantly affected a Fund’s performance during their most recently completed fiscal year. The Fund’s annual and semi-annual reports to shareholders, once available, will be available at www.fooletfs.com.
Statement of Additional Information
The SAI dated [ ] provides more details about the Funds and their policies. To obtain a free copy of the SAI, semiannual or annual reports or if you have questions about the Funds:
TO OBTAIN INFORMATION
The SAI is available, without charge, upon request along with the semiannual and annual reports (when available). To obtain a free copy of the SAI, semiannual or annual reports or if you have questions about the Funds:
By Internet
Go to www.fooletfs.com.
By Telephone
Call 1-703-302-1100 or your securities dealer.
From the SEC
Information about the Funds (including the SAI) and other information about the Fund are available on the EDGAR Database on the SEC’s Internet site at www.sec.gov, and copies of this information may be obtained, after paying a duplicating fee, by sending an electronic request to publicinfo@sec.gov.
Investment Company Act File Number 811-05518
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 October 8, 2026
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Motley Fool 100 Premium Income ETF |
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Motley Fool 100 Tax Efficient Premium Income ETF |
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Motley Fool 100 Hedged ETF |
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Motley Fool 100 Yield Plus ETF |
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Motley Fool 100 Premium Income Buffer ETF |
Each a series of The RBB Fund, Inc.
______________________________
2000 Duke Street,
Suite 300
Alexandria, VA 22314
Statement of
Additional Information
Dated
[...], 2026
The Motley Fool 100 Premium Income ETF (the “Premium Income Fund”), the Motley Fool 100 Tax Efficient Premium Income ETF (the “Tax Efficient Premium Income Fund”), the Motley Fool 100 Hedged ETF (the “Hedged Fund”), the Motley Fool 100 Yield Plus ETF (the “Yield Plus Fund”), and the Motley Fool 100 Premium Income Buffer ETF (the “Premium Income Buffer Fund”), (each a “Fund” and together, the “Funds”) are each a series of The RBB Fund, Inc. (the “Company”), an open-end management investment company organized as a Maryland corporation on February 29, 1988.
Motley Fool Asset Management, LLC serves as the investment adviser to the Funds.
[Sub-Adviser] serves as the investment sub-adviser to the Funds.
Information about the Funds is set forth in the prospectus dated [...], 2026 (the “Prospectus”) and provides the basic information you should know before investing. To obtain a copy of the Prospectus and/or the Funds’ Annual and Semi-Annual Reports (when available) please visit the Funds' website at www.fooletfs.com or call 1-703-302-1100. This Statement of Additional Information (“SAI”) is not a prospectus but contains information in addition to and more detailed than that set forth in the Prospectus. It is incorporated by reference in its entirety into the Prospectus. This SAI is intended to provide you with additional information regarding the activities and operations of the Funds and the Company, and it should be read in conjunction with the Prospectus.
Table of Contents
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Fund History |
1 |
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Investment Policies and Practices |
1 |
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Investment Restrictions |
9 |
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Exchange Listing and Trading |
10 |
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Management of the Company |
11 |
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Code of Ethics |
18 |
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Principal Holders |
18 |
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Investment Advisory Agreement |
18 |
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Portfolio Managers |
19 |
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Underwriter |
22 |
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Purchase and Redemption of Creation Units |
22 |
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Portfolio Holdings Information |
26 |
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Determination of Net Asset Value |
27 |
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Dividends, Distributions, and Taxes |
27 |
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Portfolio Transactions and Brokerage |
29 |
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Proxy Voting Procedures |
30 |
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Payments To Financial Intermediaries |
30 |
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Additional Information Concerning Company Shares |
31 |
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General Information |
31 |
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Financial Statements |
32 |
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Appendix A |
A- 1 |
FUND HISTORY
The Company is an open-end management investment company currently consisting of [...] separate portfolios. The Company is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and was organized as a Maryland corporation on February 29, 1988. This SAI pertains to shares of the Funds. (the “Adviser” or “Motley Fool”) serves as the investment adviser to the Funds, and [Sub-Adviser] (the “Sub-Adviser”) serves as the investment sub-adviser to the Funds. The Sub-Adviser is responsible for selecting the portfolio securities for investment by the Funds, subject to the general supervision of the Board and the Adviser.
The Premium Income Fund seeks to provide a high level of current income while maintaining exposure to the long-term appreciation potential of companies associated with the Motley Fool 100 Index (the “Fool 100 Index”)
The Tax Efficient Premium Income Fund seeks to provide a high level of monthly income in a tax-efficient manner while maintaining exposure to the appreciation potential of companies associated with the Fool 100 Index.
The Hedged Fund seeks long-term capital appreciation through exposure to companies associated with the Fool 100 Index, while seeking to reduce the magnitude of losses and volatility during periods of equity-market decline through a disciplined options-based hedging strategy.
The Yield Plus Fund seeks, over each approximately one-year period, to provide shareholders with a defined level of distributions while providing a buffer against a specified portion of losses associated with the Fool 100 Index, subject to a limit on the Premium Income Buffer Fund’s participation in gains.
The Premium Income Buffer Fund seeks to provide a defined distribution rate and partial downside buffer against Motley Fool 100 Index losses over a defined outcome period, while limiting full upside participation.
Each Fund offers and issues shares at its net asset value per share (“NAV”) only in aggregations of a specified number of shares (each a “Creation Unit”). Each Fund also generally offers and issues shares in exchange for a basket of securities (“Deposit Securities”) together with the deposit of a specified cash payment (“Cash Component”). The Company 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. The shares of each Fund are listed on the [Exchange] (the “Exchange”) and trade on the Exchange at market prices. These prices may differ from the shares’ NAVs. The shares are also redeemable only in Creation Unit aggregations, and generally in exchange for portfolio securities and a specified cash payment. A Creation Unit of each Fund consists of at least [10,000] Shares.
Shares of each Fund may be issued in advance of receipt of Deposit Securities subject to various conditions including a requirement to maintain on deposit with the Company cash at least equal to a specified percentage of the market value of the missing Deposit Securities as set forth in the Participant Agreement (as defined below). The Company may impose a transaction fee for each creation or redemption (the “Transaction Fee”). In all cases, such fees will be limited in accordance with the requirements of the Securities and Exchange Commission (the “SEC”) applicable to management investment companies offering redeemable securities. Each Fund may charge, either in lieu or in addition to the fixed creation or redemption Transaction Fee, a variable fee for creations and redemptions in order to cover certain brokerage, tax, foreign exchange, execution, market impact and other costs and expenses related to the execution of trades resulting from such transaction, up to a maximum of 2.00% of the NAV per Creation Unit, inclusive of any Transaction Fees charged (if applicable).
The Funds are non-diversified series of the Company.
INVESTMENT POLICIES AND PRACTICES
Each Fund’s investment objective and principal investment strategies is described in the Prospectus. To the extent an investment policy is discussed in this SAI but not in the Prospectuses, such policy is not a principal policy of the Funds. The following information supplements, and should be read in conjunction with, the Prospectus.
With respect to each Fund’s investments, unless otherwise noted, if a percentage limitation on investment is adhered to at the time of investment or contract, a subsequent increase or decrease as a result of market movement or redemption will not result in a violation of such investment limitation.
Types of Equity Securities
In addition to common stock, the equity securities that the Funds may purchase include preferred and convertible preferred stocks, and securities having equity characteristics, such as rights, warrants, and convertible debt securities. The Funds may invest in securities having equity characteristics, such as rights and warrants. Preferred stocks represent equity ownership interests in a corporation and participate in the corporation’s earnings through dividends that the corporation may declare. Unlike common stocks, preferred stocks are entitled to stated dividends payable from the corporation’s earnings, which in some cases may be “cumulative” if previous stated dividends have not been paid. Dividends payable on preferred stock have priority over distributions to holders of common stock, and preferred stocks generally have preferences on the distribution of assets in the event of the corporation’s liquidation. Preferred stocks may be “participating,” which means that they may be entitled to dividends in excess of the stated dividend, in certain cases. The rights of preferred stocks are generally subordinate to rights associated with a corporation’s debt securities.
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Convertible Securities
Convertible securities include convertible debt obligations and convertible preferred stock. A convertible security entitles the holder to exchange it for a fixed number of shares of common stock (or other equity security), usually at a fixed price within a specified period of time. Until conversion, the holder receives the interest paid on a convertible bond or the dividend preference of a preferred stock.
Convertible securities have an “investment value,” which is the theoretical value determined by the yield it provides in comparison with similar securities without the conversion feature. The investment value changes are based on prevailing interest rates and other factors. They also have a “conversion value,” which is the worth in market value if the security were exchanged for the underlying equity security. Conversion value fluctuates directly with the price of the underlying security. If conversion value is substantially below investment value, the price of the convertible security is governed principally by its investment value. If the conversion value is near or above investment value, the price of the convertible security generally will rise above investment value and may represent a premium over conversion value because of the combination of the convertible security’s right to interest (or dividend preference) and the possibility of capital appreciation from the conversion feature. A convertible security’s price, when price is influenced primarily by its conversion value, will generally yield less than a senior non-convertible security of comparable investment value. Convertible securities may be purchased at varying price levels above their investment values or conversion values. However, there is no assurance that any premium above investment value or conversion value will be recovered, because prices change, and, as a result, the ability to achieve capital appreciation through conversion may never occur.
Counterparty Risk.
Some of the derivatives entered into by the Funds are not traded on an exchange but instead will be privately negotiated in the over-the-counter market. This means that these instruments are traded between counterparties based on contractual relationships. The participants in the over-the-counter market are typically not subject to credit evaluation and regulatory oversight as are members of “exchange based” markets. Relying on a counterparty exposes a Fund to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing a Fund to suffer a loss. A counterparty defaulting on its payment obligations to a Fund will cause the value of an investment in the Fund to decrease. If a Fund deals with a limited number of counterparties, it will be more susceptible to the credit risks associated with those counterparties. Each Fund is neither restricted from dealing with any particular counterparty nor from concentrating any or all of its transactions with one counterparty. The ability of a Fund to transact business with any one or number of counterparties and the absence of a regulated market to facilitate settlement may increase the potential for losses by a Fund. When a Fund is required to post margin or other collateral with a counterparty, including with a futures commission merchant or a clearing organization for futures or other derivative contracts, the counterparty may fail to segregate the collateral or may commingle the collateral with the counterparty’s own assets. In the event of the counterparty’s bankruptcy or insolvency, a Fund’s collateral may be subject to the conflicting claims of the counterparty’s creditors and a Fund may be exposed to the risk of being treated as a general unsecured creditor of the counterparty, rather than as the owner of the collateral.
Each Fund is subject to the risk that issuers of the instruments in which it invests and trades may default on their obligations, and that certain events may occur that have an immediate and significant adverse effect on the value of those instruments. There can be no assurance that an issuer will not default, or that an event that has an immediate and significant adverse effect on the value of an instrument will not occur, and that a Fund will not sustain a loss on a transaction as a result.
Transactions entered into by each Fund may be executed on various U.S. and non-U.S. exchanges, and may be cleared and settled through various clearing houses, custodians, depositories and prime brokers throughout the world. A failure by any such entity may lead to a loss to a Fund.
Derivative Investments
The Funds may invest in derivative products to, among other things, obtain exposure to specific asset class sectors and seek to hedge against possible adverse impact of changes in stock market prices, currency exchange rates or interest rates in the market value of its securities or securities to be purchased. Rule 18f-4 under the 1940 Act provides for the regulation of a registered investment company’s use of derivatives and related instruments. Rule 18f-4 prescribes specific value-at-risk leverage limits for certain derivatives users and requires certain derivatives users to adopt and implement a derivatives risk management program (including the appointment of a derivatives risk manager and the implementation of certain testing requirements), and prescribes reporting requirements in respect of derivatives. Subject to certain conditions, if a fund qualifies as a “limited derivatives user,” as defined in Rule 18f-4, it is not subject to the full requirements of Rule 18f-4.With respect to reverse repurchase agreements or other similar financing transactions in particular, including certain tender option bonds, Rule 18f-4 permits a fund to enter into such transactions if the fund either (i) complies with the asset coverage requirements of Section 18 of the 1940 Act, and combines the aggregate amount of indebtedness associated with all reverse repurchase agreements or similar financing transactions with the aggregate amount of any other senior securities representing indebtedness when calculating the relevant asset coverage ratio, or (ii) treats all reverse repurchase agreements or similar financing transactions as derivatives transactions for all purposes under Rule 18f-4. The Funds have adopted procedures for investing in derivatives and other transactions in compliance with Rule 18f-4. Limits or restrictions applicable to the counterparties or issuers, as applicable, with which the Funds may engage in derivative transactions could limit or prevent the Funds from using certain instruments. The use of derivatives is also subject to operational and legal risks. Operational risks generally refer to risks related to potential operational issues, including documentation issues, settlement issues, system failures, inadequate controls, and human error. Legal risks generally refer to risks of loss resulting from insufficient documentation, insufficient capacity or authority of counterparty, or legality or enforceability of a contract.
The Funds may invest greater than 10% of its net assets in derivatives and thus do not qualify as limited derivatives users and are subject to additional requirements of Rule 18f-4, including the adoption and implementation of a derivatives risk management program and the full reporting requirements to the Board of Directors of the Company (“Board”), the SEC and the public regarding the Funds’ derivatives activities.
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Certain Investment Techniques and Derivatives Risks. When the Adviser uses investment techniques such as margin, leverage and short sales, and forms of financial derivatives, such as options and futures, an investment in the Funds may be more volatile than investments in other mutual funds or ETFs. Although the intention is to use such investment techniques and derivatives to minimize risk to the Funds, as well as for speculative purposes, there is the possibility that improper implementation of such techniques and derivative strategies or unusual market conditions could result in significant losses to the Funds. Derivatives are used to limit risk in the Funds or to enhance investment return and have a return tied to a formula based upon an interest rate, index, price of a security, or other measurement. Derivatives involve special risks, including: (1) the risk that interest rates, securities prices and currency markets will not move in the direction that a portfolio manager anticipates; (2) imperfect correlation between the price of derivative instruments and movements in the prices of the securities, interest rates or currencies being hedged; (3) the fact that skills needed to use these strategies are different than those needed to select portfolio securities; (4) the possible absence of a liquid secondary market for any particular instrument and possible exchange imposed price fluctuation limits, either of which may make it difficult or impossible to close out a position when desired; (5) the risk that adverse price movements in an instrument can result in a loss substantially greater than the Funds’ initial investment in that instrument (in some cases, the potential loss in unlimited); (6) particularly in the case of privately-negotiated instruments, the risk that the counterparty will not perform its obligations, or that penalties could be incurred for positions held less than the required minimum holding period, which could leave the Funds worse off than if it had not entered into the position; and (7) the inability to close out certain hedged positions to avoid adverse tax consequences. In addition, the use of derivatives for non-hedging purposes (that is, to seek to increase total return) is considered a speculative practice and may present an even greater risk of loss than when used for hedging purposes.
Forward Foreign Currency Contracts
The Funds are authorized to enter into forward foreign currency contracts. These contracts represent agreements to exchange an amount of currency at an agreed-upon future date and rate. The rate can be higher or lower than the spot rate between the currencies that are the subject of the contract. A forward contract generally has no deposit requirement, and such transactions do not involve commissions. By entering into a forward contract for the purchase or sale of the amount of foreign currency invested in an equity or fixed-income security of a foreign issuer (a “foreign security”), a Fund can hedge against possible variations in the value of the dollar versus the subject currency either between the date the foreign security is purchased or sold and the date on which payment is made or received (“transaction hedging”), or during the time the Fund holds the foreign security (“position hedging”). Hedging against a decline in the value of a currency through the use of forward contracts does not eliminate fluctuations in the prices of securities or prevent losses if the prices of securities decline. Hedging transactions precludes the opportunity for gain if the value of the hedged currency should rise. A Fund will not speculate in forward currency contracts. If a Fund enters into a position-hedging transaction, which is the sale of forward non-U.S. currency with respect to a security held by it and denominated in such foreign currency, the Company’s custodian will place cash or liquid securities in a separate account in an amount equal to the value of the Fund's total assets committed to the consummation of such forward contract. If the value of the securities placed in the account declines, additional cash or securities will be placed in the account so that the value of cash or securities in the account will equal the amount of the Funds’ commitments with respect to such contracts. Forward contracts will not be used in all cases and, in any event, cannot completely protect the Funds against all changes in the values of foreign securities resulting from fluctuations in foreign exchange rates.
Warrants and Rights
These securities are forms of derivative instruments that have equity-like characteristics. Warrants are instruments that give the Funds the right to purchase certain securities from an issuer at a specific price (the “strike price”) for a limited period of time. The strike price of warrants typically is much lower than is the current market price of the underlying securities, yet they are subject to similar price fluctuations. As a result, warrants may be more volatile investments than are the underlying securities and may offer greater potential for capital appreciation as well as capital loss. Warrants do not entitle a holder to dividends or voting rights with respect to the underlying securities and do not represent any rights in the assets of the issuing company. In addition, the value of the warrant does not necessarily change with the value of the underlying securities, and a warrant ceases to have value if it is not exercised before the expiration date. These factors may make warrants more speculative than other types of investments. Rights are similar to warrants but normally have a short duration (usually two to four weeks) and are distributed directly by the issuer to its existing shareholders.
Total Return Swaps and Participatory Notes
The Funds may enter into total return swaps and participatory notes, which are very similar to swaps but specific to a particular foreign market. A swap is a contract under which two parties agree to make payments to each other based on specified interest rates or the value of an index or other instrument, applied to a stated or “notional” amount. A Fund may use total return swaps and participatory notes to increase its investment exposure to particular foreign securities markets and foreign securities. These instruments are subject to various types of risks, including market risk, liquidity risk, counterparty credit risk, legal risk, and operations risk. In addition, they can involve significant economic leverage and risks of loss.
Exchange-Traded Funds and Other Similar Instruments
Each Fund may purchase shares of exchange-traded funds that are registered under the 1940 Act (“ETFs”) and shares of similar investment vehicles that are not registered under the 1940 Act (together with the ETFs, “Traded Funds”). Typically, a Traded Fund holds a portfolio of common stocks designed to track the performance of a particular index or a “basket” of stocks of companies within a particular industry sector or group. Traded Funds sell and redeem their shares at NAV in large blocks (typically at least 25,000 shares) called “creation units.” Shares representing fractional interests in these creation units are listed for trading on national securities exchanges and can be purchased and sold in the secondary market in lots of any size at any time during the trading day.
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Investments in Traded Funds involve certain inherent risks generally associated with investments in a broadly based portfolio of stocks, including risks that the general level of stock prices may decline and thereby adversely affect the value of each unit of the Traded Fund. In addition, a Traded Fund may not fully replicate the performance of its benchmark index because of the temporary unavailability of certain index securities in the secondary market or discrepancies between the Traded Fund and the index with respect to the weighting of securities or number of stocks held.
Because Traded Funds bear various fees and expenses, a Fund’s investment in these instruments will involve certain indirect costs, as well as transaction costs, such as brokerage commissions. The Adviser will consider the expenses associated with an investment in determining whether to invest in a Traded Fund.
Futures and Options on Futures.
Futures contracts provide for the future sale by one party and purchase by another party of a specified amount of a specific security at a specified future time and at a specified price. An option on a futures contract gives the purchaser the right, in exchange for a premium, to assume a position in a futures contract at a specified exercise price during the term of the option. The Funds may reduce the risk that it will be unable to close out a futures contract by only entering into futures contracts that are traded on a national futures exchange regulated by the Commodities Futures Trading Commission (“CFTC”). The Funds may use futures contracts and related options for: bona fide hedging; attempting to offset changes in the value of securities held or expected to be acquired or be disposed of; attempting to minimize fluctuations in foreign currencies; attempting to gain exposure to a particular market, index or instrument; or other risk management purposes. To the extent futures and/or options on futures are employed by the Funds, the Funds will limit such investments in commodity futures, commodity options contracts and swaps to below the de minimis thresholds adopted by the CFTC in its recent amendments to Rule 4.5 (see below for a description of these thresholds). For this reason, the Adviser is not required to register as a “commodity pool operator” (“CPO”) under the Commodity Exchange Act at this time.
With respect to investments in swap transactions, commodity futures, commodity options or certain other derivatives used for purposes other than bona fide hedging purposes, an investment company must meet one of the following tests under the amended regulations in order to claim an exemption from being considered a “commodity pool” or a CPO. First, the aggregate initial margin and premiums required to establish an investment company’s positions in such investments may not exceed five percent (5%) of the liquidation value of the investment company’s portfolio (after accounting for unrealized profits and unrealized losses on any such investments). Alternatively, the aggregate net notional value of such instruments, determined at the time of the most recent position established, may not exceed one hundred percent (100%) of the liquidation value of the investment company’s portfolio (after accounting for unrealized profits and unrealized losses on any such positions). In addition to meeting one of the foregoing trading limitations, the investment company may not market itself as a commodity pool or otherwise as a vehicle for trading in the commodity futures, commodity options or swaps and derivatives markets. In the event that the Adviser was required to register as a CPO with respect to the Funds, the disclosure and operations of the Funds would need to comply with all applicable CFTC regulations.
An index futures contract is a bilateral agreement pursuant to which two parties agree to take or make delivery of an amount of cash equal to a specified dollar amount times the difference between the index value at the close of trading of the contract and the price at which the futures contract is originally struck. No physical delivery of the securities comprising the index is made; generally, contracts are closed out prior to the expiration date of the contract.
The Funds are required to comply with Rule 18f-4 under the 1940 Act. See “Derivatives Investments” above for additional information.
There are significant risks associated with the Funds’ use of futures contracts and related options, including the following: (1) the success of a hedging strategy may depend on the Adviser’s investment adviser’s ability to predict movements in the prices of individual securities, fluctuations in markets and movements in interest rates; (2) there may be an imperfect or no correlation between the changes in market value of the securities held by the Funds and the prices of futures and options on futures; (3) there may not be a liquid secondary market for a futures contract or option; (4) trading restrictions or limitations may be imposed by an exchange; and (5) government regulations may restrict trading in futures contracts and options on futures. In addition, some strategies reduce the Funds’ exposure to price fluctuations, while others tend to increase its market exposure.
Securities of Other Investment Companies
The Funds may invest in securities of other investment companies, including shares of money market funds. As stated above, the Funds may invest in ETF shares. A Fund’s investment in securities of other investment companies (other than shares of money market funds and of certain ETFs) may be subject to certain limitations imposed by the 1940 Act -- generally, a prohibition on acquiring more than 3 percent of the outstanding voting stock of another investment company. Investment companies such as ETFs and money market funds pay investment advisory and other fees and incur various expenses in connection with their operations. When a Fund invest in another investment company, shareholders of the Fund will indirectly bear these fees and expenses, which will be in addition to the fees and expenses of the Fund.
The SEC has adopted revisions to the rules permitting funds to invest in other investment companies in excess of the limits described above. While new Rule 12d1-4 permits more types of fund of fund arrangements without reliance on an exemptive order or no-action letters, it imposes new conditions, including limits on control and voting of acquired funds' shares, evaluations and findings by investment advisers, fund investment agreements, and limits on most three-tier fund structures. Rule 12d1-4 went into effect on January 19, 2021. The rescission of the applicable exemptive orders and the withdrawal of the applicable no-action letters was effective on January 19, 2022.
Options.
The Funds may purchase and write put and call options on securities and securities indices and enter into related closing transactions. A put option on a security gives the purchaser of the option the right to sell, and the writer of the option the obligation to buy, the underlying security, typically at any time prior to the expiration of the option for American options or only at expiration for European options. A call option on a security gives the purchaser of the option the right to buy, and the writer of the option the obligation to sell, the underlying security, typically at any time prior to the expiration of the option for American options or only at expiration for European options. The premium paid to the writer is the consideration for undertaking the obligations under the option contract.
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Put and call options on securities indices are similar to options on securities except that options on an index give the holder the right to receive, upon exercise of the option, an amount of cash if the closing level of the underlying index is greater than (or less than, in the case of puts) the exercise price of the option. This amount of cash is equal to the difference between the closing price of the index and the exercise price of the option, expressed in dollars multiplied by a specified number. Thus, unlike options on individual securities, all settlements are in cash, and gain or loss depends on price movements in the particular market represented by the index generally, rather than the price movements in individual securities.
The Funds are required to comply with Rule 18f-4 under the 1940 Act. See “Derivatives Investments” above for additional information.
The Funds may trade put and call options on securities and securities indices, as the Adviser determines is appropriate in seeking the Fund’s investment objective, and except as restricted by the Fund’s investment limitations. See “Investment Limitations.”
The initial purchase (sale) of an option contract is an “opening transaction.” In order to close out an option position, the Funds may enter into a “closing transaction,” which is simply the sale (purchase) of an option contract on the same security with the same exercise price and expiration date as the option contract originally opened. If the Funds are unable to effect a closing purchase transaction with respect to an option it has written, they will not be able to sell the underlying security until the option expires or the Funds deliver the security upon exercise.
The Funds may purchase put and call options on securities to protect against a decline in the market value of the securities in its portfolio or to anticipate an increase in the market value of securities that the Funds may seek to purchase in the future. The Funds purchasing put and call options pays a premium therefor. If price movements in the underlying securities are such that exercise of the options would not be profitable for the Funds, loss of the premium paid may be offset by an increase in the value of the Funds’ securities or by a decrease in the cost of acquisition of securities by the Funds.
The Funds may write covered call options on securities as a means of increasing the yield on its assets and as a means of providing limited protection against decreases in its market value. When the Funds write an option, if the underlying securities do not increase or decrease to a price level that would make the exercise of the option profitable to the holder thereof, the option generally will expire without being exercised and the Funds will realize as profit the premium received for such option. When a call option of which the Funds are the writer is exercised, the Funds will be required to sell the underlying securities to the option holder at the strike price, and will not participate in any increase in the price of such securities above the strike price. When a put option of which the Funds are the writer is exercised, the Funds will be required to purchase the underlying securities at a price in excess of the market value of such securities.
The Funds may purchase and write options on an exchange or over-the-counter. Over-the-counter options (“OTC options”) differ from exchange-traded options in several respects. They are transacted directly with dealers and not with a clearing corporation, and therefore entail the risk of non-performance by the dealer. OTC options are available for a greater variety of securities and for a wider range of expiration dates and exercise prices than are available for exchange-traded options. Because OTC options are not traded on an exchange, pricing is done normally by reference to information from a market maker. It is the SEC’s position that OTC options are generally illiquid.
The Funds may invest in FLEX Options, which are exchange-traded options contracts with customizable terms, including exercise price, expiration date, and exercise style. Due to their customizable nature, FLEX Options may be less liquid than standard exchange-listed options, and in less liquid markets, the Funds may experience difficulty closing out FLEX Options positions at desired times and prices. The value of FLEX Options is influenced by various factors, including changes in the price of the underlying security or index, fluctuations in actual and implied interest rates, shifts in actual and implied volatility, and the time remaining until expiration. FLEX Options are valued based on market quotations or other recognized pricing methods, in accordance with the Company’s pricing policies and procedures. During periods of reduced market liquidity or in the absence of readily available market quotations, valuation may rely more heavily on the judgment of the Adviser, utilizing the fair value procedures adopted by the Board.
The market value of an option generally reflects the market price of an underlying security. Other principal factors affecting market value include supply and demand, interest rates, the pricing volatility of the underlying security and the time remaining until the expiration date.
Risks associated with options transactions include: (1) the success of a hedging strategy may depend on an ability to predict movements in the prices of individual securities, fluctuations in markets and movements in interest rates; (2) there may be an imperfect correlation between the movement in prices of options and the securities underlying them; (3) there may not be a liquid secondary market for options; and (4) while the Fund will receive a premium when it writes covered call options, it may not participate fully in a rise in the market value of the underlying security.
Illiquid Investments
Pursuant to Rule 22e-4 under the 1940 Act (the "Liquidity Rule"), each of the Funds may invest up to 15% of its net assets in illiquid investments. An illiquid investment as defined in Rule 22e-4 is an investment that a Fund reasonably expects cannot be sold or disposed of in current market conditions within 7 calendar days or less without the sale or disposition significantly changing the market value of the investment. These investments may include restricted securities and repurchase agreements maturing in more than 7 days. Restricted securities are securities that may not be sold to the public without an effective registration statement under the Securities Act of 1933, as amended (the “1933 Act”), and thus may be sold only in privately negotiated transactions or pursuant to an exemption from registration. Subject to the adoption of guidelines by the Board of Directors of the Company (“Board”), certain restricted securities that may be sold to institutional investors pursuant to Rule 144A under the 1933 Act and non-exempt commercial paper may be determined to be liquid by the Adviser. Illiquid investments involve the risk that the investments will not be able to be sold at the time the Adviser desires or at prices approximating the value at which a Fund is carrying the investments. To the extent an investment held by a Fund is deemed to be an illiquid investment or a less liquid investment, the Fund will be exposed to a greater liquidity risk.
The Company has implemented a liquidity risk management program and related procedures to identify illiquid investments pursuant to Rule 22e-4. If the limitation on illiquid investments is exceeded, the condition will be reported to the Board and, when required by the Liquidity Rule, to the SEC.
5
Temporary Investments
During periods of adverse market or economic conditions, each Fund may temporarily invest all or a substantial portion of its assets in high-quality, fixed-income securities, money market instruments, and shares of money market mutual funds, or it may hold cash. At such times, a Fund would not be pursuing its stated investment objective with its usual investment strategies. Each Fund may also hold these investments for liquidity purposes. Fixed-income securities will be deemed to be of high quality if they are rated “A” or better by S&P or Moody’s or, if unrated, are determined to be of comparable quality by the Adviser. Money market instruments are high-quality, short-term fixed-income obligations (which generally have remaining maturities of one year or less) and may include U.S. Government Securities, commercial paper, certificates of deposit and banker’s acceptances issued by domestic branches of U.S. banks that are members of the Federal Deposit Insurance Corporation, and repurchase agreements for U.S. Government Securities. In lieu of purchasing money market instruments, each Fund may purchase shares of money market mutual funds that invest primarily in U.S. Government Securities and repurchase agreements involving those securities, subject to certain limitations imposed by the 1940 Act. Each Fund, as an investor in a money market fund, will indirectly bear that fund’s fees and expenses, which will be in addition to the fees and expenses of the Fund. Repurchase agreements involve certain risks not associated with direct investments in debt securities.
Large Shareholder Purchase and Redemption Risk.
The Funds may experience adverse effects when certain large shareholders purchase or redeem large amounts of shares of the Funds. Such large shareholder redemptions may cause the Funds to sell its securities at times when it would not otherwise do so, which may negatively impact the Funds’ NAV and liquidity. Similarly, large share purchases may adversely affect the Funds’ performance to the extent that the Funds are delayed in investing new cash and is required to maintain a larger cash position than it ordinarily would. In addition, a large redemption could result in the Funds’ current expenses being allocated over a smaller asset base, leading to an increase in the Funds’ expense ratio.
Portfolio Turnover
Although the Funds generally do not intend to engage in short-term trading, portfolio securities may be sold without regard to the time they have been held when investment considerations warrant such action. It is expected that each Fund’s portfolio turnover rate will not exceed 100%. A higher portfolio turnover rate would result in higher brokerage costs to a Fund and could also result in the realization of larger amounts of capital gains, including short-term capital gains. Capital gains are generally taxable when distributed to shareholders, and distributions of short-term capital gains are generally taxable at ordinary income tax rates. No portfolio turnover rate is provided for the Funds because the Funds had not commenced operations prior to the date of this SAI.
Repurchase Agreements
The Funds may enter into repurchase agreements involving the types of securities eligible for purchase by the Fund. However, there is no limitation on the maturity of the securities underlying the repurchase agreements. A Fund may use repurchase agreements in lieu of purchasing money market instruments.
Repurchase agreements, which may be viewed as a type of secured lending by a Fund, typically involves the acquisition by the Fund of U.S. Government Securities or other securities from a selling financial institution such as a bank, savings and loan association, or broker-dealer. The agreement provides that a Fund will sell back to the institution, and that the institution will repurchase, the underlying security (“collateral”) at a specified price and at a fixed time in the future, usually not more than seven days from the date of purchase. The Fund will receive interest from the institution until the time the repurchase is to occur. Although such date is deemed to be the maturity date of a repurchase agreement, the maturities of securities subject to repurchase agreements are not subject to any limits and may exceed one year.
Repurchase agreements involve certain risks not associated with direct investments in debt securities. If the seller under a repurchase agreement becomes insolvent, a Fund’s right to dispose of the securities may be restricted, or the value of the securities may decline before the Fund is able to dispose of them. In the event of the commencement of bankruptcy or insolvency proceedings with respect to the seller of the securities before the repurchase of the securities under a repurchase agreement is accomplished, a Fund may encounter delay and incur costs, including a decline in the value of the securities, before being able to sell the securities. If the seller defaults, the value of such securities may decline before a Fund is able to dispose of them. If a Fund enters into a repurchase agreement that is subject to foreign law and the other party defaults, a Fund may not enjoy protections comparable to those provided to certain repurchase agreements under U.S. bankruptcy law and may suffer delays and losses in disposing of the collateral as a result.
Each Fund has adopted procedures designed to minimize the risks of loss from repurchase agreement transactions. These procedures include a requirement that the Adviser effect repurchase transactions only with large, well-capitalized U.S. financial institutions that the Adviser approves as creditworthy based on periodic review under guidelines established and monitored by the Board. In addition, the value of the collateral underlying the repurchase agreement, which the Company’s custodian will hold on behalf of a Fund, will always be at least equal to the repurchase price, including any accrued interest earned on the repurchase agreement. In the event of a default or bankruptcy by a selling financial institution, a Fund will seek to liquidate such collateral. However, the exercise of a Fund’s right to liquidate such collateral could involve certain costs or delays and, to the extent that proceeds from any sale upon a default of the obligation to repurchase were less than the repurchase price, a Fund could suffer a loss.
Lending Portfolio Securities
Each Fund may lend its portfolio securities to brokers, dealers, and financial institutions in an amount not exceeding 33 1/3% of the value of the Fund’s total assets. These loans will be secured by collateral (consisting of cash, U.S. Government Securities, or irrevocable letters of credit) maintained in an amount equal to at least 100% of the market value, determined daily, of the loaned securities. Each Fund may, subject to certain notice requirements, at any time call the loan and obtain the return of the securities loaned. The Funds will be entitled to payments equal to the interest and dividends on the loaned securities and may receive a premium for lending the securities.
6
The advantage of such loans is that a Fund continues to receive the income on the loaned securities while earning interest on the cash amounts deposited as collateral, which will be invested in short-term investments.
A loan may be terminated by the borrower on one business day’s notice, or by the Company on two business days’ notice. If the borrower fails to deliver the loaned securities within four days after receipt of notice, the Company may use the collateral to replace the securities while holding the borrower liable for any excess of replacement cost exceeding the collateral. As with any extensions of credit, there are risks of delay in recovery and, in some cases, even loss of rights in the collateral, should the borrower of the securities fail financially. In addition, securities lending involves a form of leverage, and a Fund may incur a loss if securities purchased with the collateral from securities loans decline in value or if the income earned does not cover the Fund’s transaction costs. However, loans of securities will be made only to companies the Board deems to be creditworthy (such creditworthiness will be monitored on an ongoing basis) and when the income that can be earned from such loans justifies the attendant risks. Upon termination of the loan, the borrower is required to return the securities. Any gain or loss in the market price during the loan period would inure to the Funds.
When voting or consent rights that accompany loaned securities pass to the borrower, the Company will follow the policy of calling the loaned securities, to be delivered within one day after notice, to permit the exercise of such rights if the matters involved would have a material effect on the investment in such loaned securities. The Funds will pay reasonable finder’s, administrative, and custodial fees in connection with loans of securities. The Funds may lend foreign securities consistent with the foregoing requirements.
Special Note Regarding Market Events
Periods of unusually high financial market volatility and restrictive credit conditions, at times limited to a particular sector or geographic area, have occurred in the past and may be expected to recur in the future. Some countries, including the United States, have adopted or have signaled protectionist trade measures, relaxation of the financial industry regulations that followed the financial crisis, and/or reductions to corporate taxes. The scope of these policy changes is still developing, but the equity and debt markets may react strongly to expectations of change, which could increase volatility, particularly if a resulting policy runs counter to the market’s expectations. The outcome of such changes cannot be foreseen at the present time. In addition, geopolitical and other risks, including events such as war, military conflict, acts of terrorism, social unrest, natural disasters, recessions, inflation, rapid interest rate changes, supply chain disruptions, sanctions, the spread of infectious illness or other public health threats may add to instability in the world economy and markets generally. As a result of increasingly interconnected global economies and financial markets, the value and liquidity of a Fund’s investments may be negatively affected by events impacting a country or region, regardless of whether a Fund invests in issuers located in or with significant exposure to such country or region.
Disease outbreaks that affect local economies or the global economy may materially and adversely impact a Fund and/or the Adviser’s or Sub-Adviser’s business. For example, uncertainties regarding the COVID-19 outbreak have resulted in serious economic disruptions across the globe. Recent events are impacting the securities markets. Governmental authorities and regulators throughout the world, such as the U.S. Federal Reserve, have in the past responded to major economic disruptions with changes to fiscal and monetary policy, including but not limited to, direct capital infusions, new monetary programs, and interest rates changes. Such policy changes may adversely affect the value, volatility and liquidity of dividend and interest paying securities. In certain cases, an exchange or market may close or issue trading halts on either specific securities or even the entire market, which may result in a Fund being, among other things, unable to buy or sell certain securities or financial instruments or to accurately price its investments. Although multiple asset classes may be affected by a market disruption, the duration and effects may not be the same for all types of assets. To the extent a Fund may overweight its investments in certain countries, companies, industries or market sectors, such position will increase a Fund’s exposure to risk of loss from adverse developments affecting those countries, companies, industries or sectors. These conditions could result in a Fund’s inability to achieve its investment objectives, cause the postponement of reconstitution or rebalance dates for benchmark indices, adversely affect the prices and liquidity of the securities and other instruments in which a Fund invests, negatively impact the Fund’s performance, and cause losses on your investment in a Fund.
Additionally, U.S. and global markets recently have experienced increased volatility, including the recent failures of certain U.S. and non-U.S. banks, which could be harmful to a Fund and issuers in which it invests. Conditions in the banking sector are evolving, and the scope of any potential impacts to a Fund and issuers, both from market conditions and also potential legislative or regulatory responses, are uncertain. Continued market volatility and uncertainty and/or a downturn in market and economic and financial conditions, as a result of developments in the banking industry or otherwise (including as a result of delayed access to cash or credit facilities), could have an adverse impact on a Fund and issuers in which it invests.
Money Market Instruments.
Each Fund may invest a portion of its assets in short-term, high-quality instruments for purposes of temporary defensive measures, which instruments include, among other things, bank obligations. Bank obligations include bankers’ acceptances, negotiable certificates of deposit, and non-negotiable time deposits earning a specified return and issued by a U.S. bank which is a member of the Federal Reserve System or insured by the Bank Insurance Fund of the Federal Deposit Insurance Corporation (“FDIC”), or by a savings and loan association or savings bank which is insured by the Savings Association Insurance Fund of the FDIC. Such deposits are not FDIC insured and a Fund bears the risk of bank failure. Bank obligations also include U.S. dollar-denominated obligations of foreign branches of U.S. banks and obligations of domestic branches of foreign banks. Such investments may involve risks that are different from investments in securities of domestic branches of U.S. banks. These risks may include future unfavorable political and economic developments, possible withholding taxes on interest income, seizure or nationalization of foreign deposits, currency controls, interest limitations, or other governmental restrictions which might affect the payment of principal or interest on the securities held in a Fund. Additionally, these institutions may be subject to less stringent reserve requirements and to different accounting, auditing, reporting and recordkeeping requirements than those applicable to domestic branches of U.S. banks. A Fund will invest in obligations of domestic branches of foreign banks and foreign branches of domestic banks only when the Adviser believes that the risks associated with such investment are minimal. The value of money market instruments tends to fall when current interest
7
rates rise, although money market instruments are generally less sensitive to interest rate changes than longer term securities. However, the risks associated with rising interest rates are heightened under current market conditions given that the U.S. Federal Reserve has begun to raise interest rates in March 2022 from historically low levels and may continue to do so.
Cyber Security Risk
Each Fund and its service providers may be prone to operational and information security risks resulting from breaches in cyber security. A breach in cyber security refers to both intentional and unintentional events that may cause a Fund to lose proprietary information, suffer data corruption, or lose operational capacity. Breaches in cyber security 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-attacks. Cyber security breaches affecting a Fund or the Adviser, custodian, transfer agent, intermediaries and other third-party service providers may adversely impact the Funds. For instance, cyber security breaches may interfere with the processing of shareholder transactions, impact a Fund’s ability to calculate its NAVs, cause the release of private shareholder information or confidential business information, impede trading, subject a Fund to regulatory fines or financial losses and/or cause reputational damage. Each Fund may also incur additional costs for cyber security risk management purposes. Similar types of cyber security risks are also present for issuers of securities in which each Fund may invest, which could result in material adverse consequences for such issuers and may cause a Fund’s investment in such companies to lose value. While each Fund and its service providers have established IT and data security programs and have in place business continuity plans and other systems designed to prevent losses and mitigate cyber security risk, there are inherent limitations in such plans and systems, including the possibility that certain risks have not been identified or that cyber-attacks may be highly sophisticated. Furthermore, the Funds have limited ability to prevent or mitigate cyber security incidents affecting third-party service providers, and such third-party service providers may have limited indemnification obligations to the Funds or the Adviser.
RIC Compliance Risk
Each Fund intends to elect to be, and intends to qualify each year for treatment as, a regulated investment company (“RIC”) under Subchapter M of Subtitle A, Chapter 1, of the Code. To qualify for federal income tax treatment as a RIC, each Fund must meet certain source-of-income, asset diversification and annual distribution requirements. If for any taxable year a Fund fails to qualify for the special federal income tax treatment afforded to RICs, all of such Fund's taxable income will be subject to federal income tax at regular corporate rates (without any deduction for distributions to its shareholders) and its income available for distribution will be reduced. Under certain circumstances, a Fund could cure a failure to qualify as a RIC, but in order to do so, such Fund could incur significant Fund-level taxes and could be forced to dispose of certain assets.
INVESTMENT RESTRICTIONS
The Company has adopted the following investment restrictions as fundamental policies with respect to each Fund. These restrictions cannot be changed with respect to each Fund without the approval of the holders of a majority of the Fund’s outstanding voting securities. For the purposes of the 1940 Act, a “majority of outstanding shares” means the vote of the lesser of: (1) 67% or more of the voting securities of the Fund present at the meeting if the holders of more than 50% of the Fund’s outstanding voting securities are present or represented by proxy; or (2) more than 50% of the outstanding voting securities of the Fund.
Except with the approval of a majority of the outstanding voting securities, each Fund may not:
1. Concentrate its investments (i.e., hold more than 25% of its total assets) in any industry or group of related industries, except that a Fund will concentrate to approximately the same extent as its respective Index concentrates in the securities of such particular industry or group of related industries. For purposes of this limitation, securities of the U.S. government (including its agencies and instrumentalities), repurchase agreements collateralized by U.S. government securities, and tax-exempt securities of state or municipal governments and their political subdivisions are not considered to be issued by members of any industry.
2. Borrow money or issue senior securities (as defined under the 1940 Act), except to the extent permitted under the 1940 Act.
3. Make loans, except to the extent permitted under the 1940 Act.
4. Purchase or sell real estate unless acquired as a result of ownership of securities or other instruments, except to the extent permitted under the 1940 Act. This shall not prevent a Fund from investing in securities or other instruments backed by real estate, real estate investment trusts or securities of companies engaged in the real estate business.
5. Underwrite securities issued by other persons, except to the extent permitted under the 1940 Act.
Group of related industries is defined as three or more industries based on the Adviser’s classification for the purpose of this section.
8
Notwithstanding any restrictions relating to entering into reverse repurchase agreements, selling securities short, purchasing or selling financial futures contracts, or writing covered put and call options on securities, stock indices, and foreign currencies, the Funds do not engage in these types of activities.
Each Fund has adopted the following additional investment restrictions, which are not fundamental and which the Board may change. Under these restrictions, a Fund may not:
1. Invest in the securities of a company for the purpose of exercising management or control; however, this limitation shall not be deemed to prohibit the Fund from exercising voting rights with respect to its portfolio securities.
2. Pledge, mortgage, hypothecate, or otherwise encumber its assets, except in an amount not to exceed 33 1/3% of the value of the Funds’ total assets to secure permitted borrowings and to implement collateral and similar arrangements incident to permitted investment practices.
|
|
3. |
Purchase securities that are illiquid, including repurchase agreements maturing in more than seven days, if, as a result, more than 15% of the value of a Fund’s net assets would be so invested. |
|
|
4. |
Purchase securities of other investment companies, except to the extent permitted under the 1940 Act. |
If a percentage limitation is adhered to at the time of investment or contract, a later increase or decrease in percentage resulting from any change in value or total or net assets will not result in a violation of such restriction, except that the percentage limitations with respect to the borrowing of money and illiquid investments will be observed continuously. If the percentage of a Fund’s net assets invested in illiquid investments exceeds 15% due to market activity or changes in a Fund’s portfolio, the Fund will take appropriate measures to reduce its holdings of illiquid investments as soon as reasonably practicable, in a manner consistent with prudent management and the interests of the Fund.
EXCHANGE LISTING AND TRADING
Shares are intended to be listed for trading and trade throughout the day on the Exchange.
There can be no assurance that any Fund will continue to meet the requirements of the Exchange necessary to maintain the listing of shares. The Exchange will consider the suspension of trading in, and will initiate delisting proceedings of, the shares of a Fund under any of the following circumstances: (i) if any of the requirements set forth in the Exchange rules are not continuously maintained; (ii) if the Exchange files separate proposals under Section 19(b) of the 1940 Act and any of the statements regarding (a) the description of the Fund; (b) limitations on the Fund’s portfolio holdings or reference assets; (c) dissemination and availability of the intraday indicative values; or (d) the applicability of the Exchange listing rules specified in such proposals are not continuously maintained; (iii) if, following the initial 12-month period beginning at the commencement of trading of the Fund, there are fewer than 50 beneficial owners of shares of the Fund; (iv) if the value of a Fund's underlying Index is no longer calculated or available or an interruption to the dissemination persists past the trading day in which it occurred or the underlying Index is replaced with a new index, unless the new underlying index meets certain Exchange requirements; (v) if the intraday indicative value is no longer disseminated at least every 15 seconds during the Exchange’s regular market session and the interruption to the dissemination persists past the trading day in which it occurred; or (vi) such other event shall occur or condition shall exist that, in the opinion of the Exchange, makes further dealings on the Exchange inadvisable. The Exchange will remove the shares from listing and trading upon termination of a Fund.
The Company reserves the right to adjust the price levels of its 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 Funds.
To provide additional information regarding the indicative
value of shares, the Exchange or a market data vendor disseminates information every 15 seconds through the facilities of the Consolidated
Tape Association, or other widely disseminated means, an updated “intraday indicative value” (“IIV”) for a Fund
as calculated by an information provider or market data vendor. The Company is not involved in or responsible for any aspect of the calculation
or dissemination of the IIVs and makes no representation or warranty as to the accuracy of the IIVs.
MANAGEMENT OF THE COMPANY
The business and affairs of the Company are managed under the oversight of the Board, subject to the laws of the State of Maryland and the Company’s Charter. The Directors are responsible for deciding matters of overall policy and overseeing the actions of the Company’s service providers. The officers of the Company conduct and supervise the Company’s daily business operations.
Directors who are not deemed to be “interested persons” of the Company (as defined in the 1940 Act) are referred to as “Independent Directors.” Directors who are deemed to be “interested persons” of the Company are referred to as “Interested Directors.” The Board is currently composed of five Independent Directors and two Interested Directors. The Board has selected Arnold M. Reichman, an Independent Director, to act as Chair. Mr. Reichman’s duties include presiding at meetings of the Board and interfacing with management to address significant issues that may arise between regularly scheduled Board and Committee meetings. In the performance of
9
his duties, Mr. Reichman will consult with the other Independent Directors and the Company’s officers and legal counsel, as appropriate. The Chair may perform other functions as requested by the Board from time to time.
The Board meets as often as necessary to discharge its responsibilities. Currently, the Board conducts regular, in-person meetings at least four times a year, and holds special in-person or telephonic meetings as necessary to address specific issues that require attention prior to the next regularly scheduled meeting. The Board also relies on professionals, such as the Company’s independent registered public accounting firms and legal counsel, to assist the Directors in performing their oversight responsibilities.
The Board has established seven standing committees — Audit, Contract, Executive, Nominating and Governance, Product Development, Regulatory Oversight, and Valuation Committees. The Board may establish other committees, or nominate one or more Directors to examine particular issues related to the Board’s oversight responsibilities, from time to time. Each Committee meets periodically to perform its delegated oversight functions and reports its findings and recommendations to the Board. For more information on the Committees, see the section entitled “Standing Committees.”
The Board has also established an Advisory Board whose members are not “interested persons” of the Company (as defined in the 1940 Act) and who serve in a consultative capacity to the Board, providing non-binding advice to the Board regarding the oversight of the affairs of the Company (each, an “Advisory Board Member”). An Advisory Board Member participates in Board discussions and reviews Board materials relating to the Funds, but is not a Director, has no power to vote on any matter presented to the Board, and has no power to act on behalf of or otherwise bind the Board, the Directors or any committee of the Board. The Board appointed Eugene Podsiadlo as an Advisory Board Member effective October 1, 2025.
The Board has determined that the Company’s leadership structure is appropriate because it allows the Board to effectively perform its oversight responsibilities.
Directors, Advisory Board Members, and Executive Officers
The Directors, advisory board members, and executive officers of the Company, their ages, business addresses and principal occupations during the past five years are set forth in this section.
|
Name, Address, and Age |
Position(s) Held with Company |
Term of Office and Length of Time Served(1) |
Principal Occupation(s) During Past 5 Years |
Number of Portfolios in Fund Complex Overseen by Director* |
Other Directorships Held by Director During the Past 5 Years |
|
INDEPENDENT DIRECTORS | |||||
|
Gregory P. Chandler 615 East Michigan Street Milwaukee, WI 53202 Year of Birth: 1966 |
Director |
2012 to present |
Since 2025, Financial Consultant; From 2020-2025, Chief Financial Officer, HC Parent Corp. (life sciences consulting services). |
[ ] |
FS Specialty Lending Corp (previously Energy and Power Fund) (registered investment company); Wilmington Funds (10 portfolios) (registered investment company). |
|
Lisa A. Dolly 615 East Michigan Street, Milwaukee, WI, 53202 Year of Birth: 1966 |
Director |
October 2021 to present |
Independent Director |
[ ] |
Allfunds Group PLC (United Kingdom wealthtech and fund distribution provider); Securities Industry and Financial Markets Association (trade association for broker dealers, investment banks and asset managers); Hightower Advisors (wealth management firm); Cohen & Steers, Inc. (global investment manager). |
|
Nicholas A. Giordano 615 East Michigan Street Milwaukee, WI 53202 Year of Birth: 1943 |
Director |
2006 to present |
Since 1997, Consultant, financial services organizations. |
[ ] |
None. |
|
Arnold M. Reichman 615 East Michigan Street Milwaukee, WI 53202 Year of Birth: 1948 |
Chair
Director |
2005 to present
1991 to present |
Retired. |
[ ] |
None. |
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|
Martha A. Tirinnanzi 615 East Michigan Street Milwaukee, WI 53202 Year of Birth: 1960 |
Director |
January 2024 to present |
Since 2014, Instructor, The Institute for Financial Markets; from 2013-2023, President and Chief Executive Officer, Financial Standards, Inc. (consulting firm); from 2020-2022, Adjunct Professor of Finance and Accounting, The Catholic University of America’s Busch School of Business. |
[ ] |
Intercontinental Exchange, Inc. (“ICE”) (financial services company and operator of global exchanges and clearinghouses); ICE Mortgage Services, LLC (a subsidiary of ICE); ICE Mortgage Technology, Inc. (a subsidiary of ICE). |
|
INTERESTED DIRECTORS(2) | |||||
|
Robert Sablowsky 615 East Michigan Street Milwaukee, WI 53202 Year of Birth 1938 |
Vice Chair
Director |
2016 to present
1991 to present |
Since 2022, Senior Director – Investments and, prior thereto, Executive Vice President, of Oppenheimer & Co., Inc. (a registered broker-dealer). |
[ ] |
None. |
|
Brian T. Shea 615 East Michigan Street Milwaukee, WI 53202 Year of Birth: 1960 |
Director |
2018 to present |
Independent Director. |
[ ] |
Barclays PLC, Barclays Bank PLC and Barclays Execution Services Limited (financial services companies); Fidelity National Information Services, Inc. (financial services technology company); Ameriprise Financial, Inc. (financial services company) (until 2024). |
|
DISINTERESTED ADVISORY BOARD MEMBERS(3) | |||||
|
Eugene Podsiadlo 615 East Michigan Street Milwaukee, WI 53202 Year of Birth: 1957 |
Advisory Board Member |
October 2025 to present |
Since 2023, Senior Advisor and Limited Partner, AI Capital, LLC; since 2020, Senior Advisor and Industry Council Member, Cross Creek Advisors; from February-June 2023, Executive Vice President of Clearbrook, LLC; from 2020-2022, Registered Securities Principal and Representative, March Capital. |
N/A |
Alpha Healthcare Acquisition Corp III (2021-2023); Esoterica Thematic Trust (2020-2021). |
|
OFFICERS | |||||
|
Steven Plump 615 East Michigan Street Milwaukee, WI 53202 Year of Birth: 1959 |
President |
August 2022 to present |
From 2011 to 2021, Executive Vice President, PIMCO LLC. |
N/A |
N/A |
|
Salvatore Faia, JD, CPA, CFE Vigilant Compliance, LLC Gateway Corporate Center, Suite 216 223 Wilmington West Chester Pike Chadds Ford, PA 19317 Year of Birth: 1962 |
Chief Compliance Officer |
2004 to present |
Since 2004, President, Vigilant Compliance, LLC (investment management services company); since 2005, Independent Trustee of EIP Investment Trust (registered investment company); since 2021, Chief Compliance Officer of The RBB Fund Trust; President of The RBB Fund Trust from 2021 to 2022; President of The RBB Fund, Inc. from 2009 to 2022. |
N/A |
N/A |
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|
James G. Shaw 615 East Michigan Street Milwaukee, WI 53202 Year of Birth: 1960 |
Chief Financial Officer and Secretary
Chief Operating Officer |
2016 to present
August 2022 to present |
Since 2022, Chief Operating Officer of The RBB Fund Trust and The RBB Fund Inc.; since 2021, Chief Financial Officer and Secretary of The RBB Fund Trust. |
N/A |
N/A |
|
Craig A. Urciuoli 615 East Michigan Street Milwaukee, WI 53202 Year of Birth: 1974 |
Director of Marketing & Business Development |
2019 to present |
Since 2019, Director of Marketing & Business Development of The RBB Fund, Inc; from 2000 to 2019, Managing Director, Third Avenue Management LLC (investment advisory firm). |
N/A |
N/A |
|
Thomas Reynolds 615 East Michigan Street Milwaukee, WI 53202 Year of Birth: 1960 |
Assistant Treasurer and Assistant Secretary |
September 2024 to present |
Since 2024, Assistant Treasurer & Assistant Secretary of the RBB Trust; from 2023-2024, Vice President of Virtus Investment Partners; from 2020-2023, CEO of Stone Harbor Investment Partners LP |
N/A |
N/A |
|
Jennifer Witt 615 East Michigan Street Milwaukee, WI 53202 Year of Birth: 1982 |
Assistant Treasurer |
2018 to present |
Since 2020, Vice President, U.S. Bank Global Fund Services (fund administrative services firm) ; from 2016 to 2020, Assistant Vice President, U.S. Bank Global Fund Services. |
N/A |
N/A |
|
Joshua Solin 615 East Michigan Street Milwaukee, WI 53202 Year of Birth: 1988 |
Assistant Treasurer |
January 2025 to present |
Since 2023, Assistant Vice President, U.S. Bank Global Fund Services (fund administrative services firm); from 2021 to 2023, Officer, U.S. Bank Global Services. |
N/A |
N/A |
|
Edward Paz 615 East Michigan Street Milwaukee, WI 53202 Year of Birth 1971 |
Assistant Secretary |
2016 to present |
Since 2007, Vice President and Counsel, U.S. Bank Global Fund Services (fund administrative services firm). |
N/A |
N/A |
|
Jillian L. Bosmann One Logan Square Ste. 2000 Philadelphia, PA 19103 Year of Birth: 1979 |
Assistant Secretary |
2017 to present |
Since 2017, Partner, Faegre Drinker Biddle & Reath LLP (law firm). |
N/A |
N/A |
* Each Director oversees [ ] portfolios of the fund complex, consisting of the series in the Company ([ ] portfolios) and The RBB Fund Trust ([ ] portfolios).
1. Subject to the Company’s Retirement Policy, each Director may continue to serve as a Director until the last day of the calendar year in which the applicable Director attains age 75 or until his or her successor is elected and qualified or his or her death, resignation or removal. The Board reserves the right to waive the requirements of the Policy with respect to an individual Director. The Board has approved waivers of the policy with respect to Messrs. Giordano, Reichman, and Sablowsky. Each officer holds office at the pleasure of the Board until the next special meeting of the Company or until his or her successor is duly elected and qualified, or until he or she dies, resigns or is removed.
2. Messrs. Sablowsky and Shea are considered “interested persons” of the Company as that term is defined in the 1940 Act and are referred to as “Interested Directors.” Mr. Sablowsky is considered an “Interested Director” of the Company by virtue of his position as a senior officer of Oppenheimer & Co., Inc., a registered broker-dealer. Mr. Shea is considered an "Interested Director" of the Company by virtue of his position on the Board of Barclays Bank plc, a multinational bank.
3. A Disinterested Advisory Board Member is an Advisory Board Member that is not an “interested person” of the Company within the meaning of Section 2(a)(19) of the 1940 Act.
12
Director Experience, Qualifications, Attributes and/or Skills
The information above includes each Director’s principal occupations during the last five years. Each Director possesses extensive additional experience, skills and attributes relevant to his or her qualifications to serve as a Director. The cumulative background of each Director led to the conclusion that each Director should serve as a Director of the Company. Mr. Chandler has demonstrated leadership and management abilities as evidenced by his senior executive level positions in the investment technology consulting/services and investment banking/brokerage industries, and also serves on various boards. Ms. Dolly has over three decades of experience in the financial services industry, and she has demonstrated her leadership and management abilities by serving in numerous senior executive-level positions. Mr. Giordano has years of experience as a consultant to financial services organizations and also serves on the boards of other registered investment companies. Mr. Reichman brings decades of investment management experience to the Board, in addition to senior executive-level management experience. Mr. Sablowsky has demonstrated leadership and management abilities as evidenced by his senior executive-level positions in the financial services industry. Mr. Shea has demonstrated leadership and management abilities as evidenced by his senior executive-level positions in the brokerage, clearing, banking, and investment services industry, including service on the boards of public companies, industry regulatory organizations and a university. Ms. Tirinnanzi has over 20 years of strategic, regulatory and operational management experience in the financial and mortgage industries, including service on the boards of a public company and real estate investment trust, and brings to the Board her expertise regarding derivatives markets and related businesses.
Standing Committees
The responsibilities of each Committee of the Board and its members are described below.
Audit Committee. The Board has an Audit Committee comprised of three Independent Directors. The current members of the Audit Committee are Ms. Tirinnanzi and Messrs. Chandler and Giordano. The Audit Committee, among other things, reviews results of the annual audit and approves the firm(s) to serve as independent auditors. The Audit Committee convened five times during the fiscal year ended August 31, 2025.
Contract Committee. The Board has a Contract Committee comprised of an Interested Director and two Independent Directors. The current members of the Contract Committee are Mses. Dolly and Tirinnanzi and Mr. Sablowsky. The Contract Committee reviews and makes recommendations to the Board regarding the approval and continuation of agreements and plans of the Company. The Contract Committee convened four times during the fiscal year ended August 31, 2025.
Executive Committee. The Board has an Executive Committee comprised of an Interested Director and three Independent Directors. The current members of the Executive Committee are Messrs. Chandler, Giordano, Reichman and Sablowsky. The Executive Committee may generally carry on and manage the business of the Company when the Board is not in session. The Executive Committee convened one time during the fiscal year ended August 31, 2025.
Nominating and Governance Committee. The Board has a Nominating and Governance Committee comprised of three Independent Directors. The current members of the Nominating and Governance Committee are Messrs. Chandler, Giordano and Reichman. The Nominating and Governance Committee recommends to the Board all persons to be nominated as Directors of the Company. The Nominating and Governance Committee will consider nominees recommended by shareholders. Recommendations should be submitted to the Committee care of the Company’s Secretary. The Nominating and Governance Committee convened four times during the fiscal year ended August 31, 2025.
Product Development Committee. The Board has a Product Development Committee comprised of the Interested Directors and two Independent Directors. The current members of the Product Development Committee are Messrs. Chandler, Reichman, Sablowsky, and Shea. The Product Development Committee oversees the process regarding the addition of new investment advisers and investment products to the Company. The Product Development Committee convened five times during the fiscal year ended August 31, 2025.
Regulatory Oversight Committee. The Board has a Regulatory Oversight Committee comprised of the Interested Directors and two Independent Directors. The current members of the Regulatory Oversight Committee are Ms. Dolly and Messrs. Reichman, Sablowsky, and Shea. The Regulatory Oversight Committee monitors regulatory developments in the mutual fund industry and focuses on various regulatory aspects of the operation of the Company. The Regulatory Oversight Committee convened four times during the fiscal year ended August 31, 2025.
Valuation Committee. The Board has a Valuation Committee comprised of the Interested Directors and two officers of the Company. The members of the Valuation Committee are Messrs. Faia, Sablowsky, Shea and Shaw. The Valuation Committee is responsible for reviewing fair value determinations. The Valuation Committee convened four times during the fiscal year ended August 31, 2025.
Risk Oversight
The Board performs its risk oversight function for the Company through a combination of (1) direct oversight by the Board as a whole and Board committees and (2) indirect oversight through the Company’s investment advisers and other service providers, Company officers and the Company’s Chief Compliance Officer (“CCO”). The Company is subject to a number of risks, including but not limited to investment risk, compliance risk, operational risk, reputational risk, credit risk and counterparty risk. Day-to-day risk management with respect to the Company is the responsibility of the Company’s investment advisers or other service providers (depending on the nature of the risk) that carry out the Company’s investment management and business affairs. Each of the investment advisers and the other service providers have their own independent interest in risk management and their policies and methods of risk management will depend on their functions and business models and may differ from the Company’s and each other’s in the setting of priorities, the resources available or the effectiveness of relevant controls.
13
The Board provides risk oversight by receiving and reviewing on a regular basis reports from the Company’s investment advisers or other service providers, receiving and approving compliance policies and procedures, periodic meetings with the Company’s portfolio managers to review investment policies, strategies and risks, and meeting regularly with the Company’s CCO to discuss compliance reports, findings and issues. The Board also relies on the Company’s investment advisers and other service providers, with respect to the day-to-day activities of the Company, to create and maintain procedures and controls to minimize risk and the likelihood of adverse effects on the Company’s business and reputation.
Board oversight of risk management is also provided by various Board Committees. For example, the Audit Committee meets with the Company’s independent registered public accounting firms to ensure that the Company’s respective audit scopes include risk-based considerations as to the Company’s financial position and operations. The Board may, at any time and in its discretion, change the manner in which it conducts risk oversight. The Board’s oversight role does not make the Board a guarantor of the Company’s investments or activities.
Director and Advisory Board Member Ownership of Shares of the Company
The following table sets forth the dollar range of equity securities beneficially owned by each Director and Advisory Board Member in the Funds and in all of the portfolios of the Company and The RBB Fund Trust (which for each Director comprise all registered investment companies within the Company’s family of investment companies overseen by him or her) as of December 31, 2025. As shown below, because the Funds had not commenced operations prior to the date of this SAI, the Directors do not own any shares of the Funds.
|
Name of Director |
Dollar Range of Equity Securities in the Funds(1) |
Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen by Director within the Family of Investment Companies |
|
INDEPENDENT DIRECTORS |
| |
|
Gregory P. Chandler |
None |
Over $100,000 |
|
Lisa A. Dolly |
None |
$50,001-$100,000 |
|
Nicholas A. Giordano |
None |
$50,001-$100,000 |
|
Arnold M. Reichman |
None |
Over $100,000 |
|
Martha A. Tirinnanzi |
None |
Over $100,000 |
|
INTERESTED DIRECTORS |
| |
|
Robert Sablowsky |
None |
Over $100,000 |
|
Brian T. Shea |
None |
$10,001-$50,000 |
|
DISINTERESTED ADVISORY BOARD MEMBERS |
|
|
|
Eugene Podsiadlo(2) |
None |
$10,001-$50,000 |
| (1) | The Funds had not commenced operations prior to the date of this SAI. |
| (2) | Mr. Podsiadlo is not a Director. He was appointed as an Advisory Board Member effective October 1, 2025. |
Directors’, Advisory Board Members' and Officers’ Compensation
Effective January 1, 2026, the Company and The RBB Fund Trust, based on an allocation formula, pay each Director and Advisory Board Member a retainer at the rate of $265,000 annually, $15,000 for each regular meeting of the Board attended in-person; $6,000 for each Regulatory Oversight Committee meeting attended in-person; $5,000 for each other committee (excluding the Regulatory Oversight Committee) meeting attended in-person; $9,000 and $6,500, respectively, for each special in-person or telephonic Board meeting that lasts longer than 30 minutes; $4,000 for each special committee meeting that lasts longer than 30 minutes; $3,000 for each special Board or committee meeting that lasts less than 30 minutes. The Chair of the Audit Committee and Chair of the Regulatory Oversight Committee each receives an additional fee of $50,000 for their services. The Chair of the Contract Committee and the Chair of the Nominating and Governance Committee each receives an additional fee of $40,000 per year for their services. The Vice Chair of the Regulatory Oversight Committee receives an additional fee of $25,000 for his services. The Chair of the Board receives an additional fee of $125,000 per year for his services in this capacity and the Vice Chair of the Board receives an additional fee of $50,000 per year for his services in this capacity.
From January 1, 2025 through December 31, 2025, the Company and The RBB Fund Trust, based on an allocation formula, paid each Director and Advisory Board Member a retainer at the rate of $225,000 annually, $15,000 for each regular meeting of the Board attended in-person; $6,000 for each Regulatory Oversight Committee meeting attended in-person; $5,000 for each other committee (excluding the Regulatory Oversight Committee) meeting attended in-person; $9,000 and $6,500, respectively, for each special in-person or telephonic Board meeting that lasts longer than 30 minutes; $4,000 for each special committee meeting that lasts longer than 30 minutes; $3,000 for each special Board or committee meeting that lasts less than 30 minutes. The Chair of the Audit Committee and Chair of the Regulatory Oversight Committee each received an additional fee of $50,000 for their services. The Chair of the Contract Committee and the Chair of the Nominating and Governance Committee each received an additional fee of $40,000 per year for their services. The Vice Chair of the Regulatory Oversight Committee received an additional fee of $25,000 for his services. The Chair of the Board received an additional fee of $125,000 per year for his services in this capacity and the Vice Chair of the Board received an additional fee of $50,000 per year for his services in this capacity.
14
From January 1, 2024 through December 31, 2024, the Company and The RBB Fund Trust, based on an allocation formula, paid each Director a retainer at the rate of $175,000 annually, $13,500 for each regular meeting of the Board attended in-person; $5,000 for each Regulatory Oversight Committee meeting attended in-person; $4,000 for each other committee (excluding the Regulatory Oversight Committee) meeting attended in-person; $7,500 and $5,000, respectively, for each special in-person or telephonic Board meeting that lasts longer than 30 minutes; $3,000 for each special committee meeting that lasts longer than 30 minutes; $2,000 for each special Board or committee meeting that lasts less than 30 minutes. The Chair of the Audit Committee and Chair of the Regulatory Oversight Committee each received an additional fee of $35,000 for their services. The Chair of the Contract Committee and the Chair of the Nominating and Governance Committee each received an additional fee of $25,000 per year for their services. The Vice Chair of the Regulatory Oversight Committee received an additional fee of $15,000 for his services. The Chair of the Board received an additional fee of $100,000 per year for his services in this capacity and the Vice Chair of the Board received an additional fee of $40,000 per year for his services in this capacity.
Directors are reimbursed for any reasonable out-of-pocket expenses incurred in attending meetings of the Board or any committee thereof. An employee of Vigilant Compliance, LLC serves as CCO of the Company. Vigilant Compliance, LLC is compensated for the services provided to the Company, and such compensation is determined by the Board. For the fiscal year ended August 31, 2025, Vigilant Compliance, LLC received $1,060,000 in the aggregate from all series of the Company and The RBB Fund Trust for its services, and did not receive any fees from the Funds because the Funds had not commenced operations prior to the date of the SAI. Employees of the Company serve as President, Chief Financial Officer, Chief Operating Officer, Secretary, Director of Marketing & Business Development, and Assistant Treasurer and Assistant Secretary, and are compensated for services provided. For the fiscal year ended August 31, 2025, each of the following members of the Board and the President, Chief Financial Officer, Chief Operating Officer, Secretary, Director of Marketing & Business Development, and Assistant Treasurer and Assistant Secretary received compensation from the Company and The RBB Fund Trust in the following amounts:
|
Name of Director/Officer |
Aggregate Compensation from the Funds* |
Pension or Retirement Benefits Accrued as Part of Fund Expenses |
Estimated Annual Benefits Upon Retirement |
Total Compensation From Fund Complex Paid to Directors or Officers |
|
Independent Directors: |
|
|
|
|
|
Gregory P. Chandler, Director |
None |
N/A |
N/A |
$406,250 |
|
Lisa A. Dolly, Director |
None |
N/A |
N/A |
$363,750 |
|
Nicholas A. Giordano, Director |
None |
N/A |
N/A |
$369,250 |
|
Arnold M. Reichman, Director and Chair |
None |
N/A |
N/A |
$476,750 |
|
Robert A. Straniere, Director(1) |
None |
N/A |
N/A |
$101,250 |
|
Martha A. Tirinnanzi, Director |
None |
N/A |
N/A |
$336,000 |
|
Interested Directors: |
|
|
|
|
|
Robert Sablowsky, Director and Vice Chair |
None |
N/A |
N/A |
$466,750 |
|
Brian T. Shea, Director |
None |
N/A |
N/A |
$380,500 |
|
Disinterested Advisory Board Members: |
|
|
|
|
|
Eugene Podsiadlo(2) |
None |
N/A |
N/A |
$0 |
|
Officers: |
|
|
|
|
|
Steven Plump, President |
None |
N/A |
N/A |
$424,750 |
|
James G. Shaw, Chief Financial Officer, Chief Operating Officer, and Secretary |
None |
N/A |
N/A |
$546,000 |
|
Craig Urciuoli, Director of Marketing & Business Development |
None |
N/A |
N/A |
$434,750 |
|
Thomas Reynolds, Assistant Treasurer and Assistant Secretary |
None |
N/A |
N/A |
$200,000 |
| (1) | Mr. Straniere retired from his role as a Director effective January 2025. |
| (2) | Mr. Podsiadlo began serving as an Advisory Board Member effective October 1, 2025. |
| * | The Funds had not commenced operations prior to the date of this SAI. |
Each compensated Director is entitled to participate in the Company’s deferred compensation plan (the “DC Plan”). Under the DC Plan, a compensated Director may elect to defer all or a portion of his or her compensation and have the deferred compensation treated as if it had been invested by the Company in shares of one or more of the portfolios of the Company. The amount paid to the Directors under the DC Plan will be determined based upon the performance of such investments.
As of December 31, 2025, the Independent Directors and their respective family members (spouse or dependent children) did not own beneficially or of record any securities of the Company’s investment advisers or distributor, or of any person directly or indirectly controlling, controlled by, or under common control with the investment advisers or distributor.
15
Director Emeritus Program
The Board has created a position of Director Emeritus, whereby an incumbent Director who has attained at least the age of 75 and completed a minimum of fifteen years of service as a Director may, in the sole discretion of the Nominating and Governance Committee of the Company (“Committee”), be recommended to the full Board to serve as Director Emeritus.
A Director Emeritus that has been approved as such receives an annual fee in an amount equal to up to 50% of the annual base compensation paid to a Director. Effective January 1, 2026, a Director Emeritus can receive an annual fee in an amount up to 50% of the annual base compensation paid to a Director in effect at the time such Director Emeritus was first appointed Director Emeritus. Compensation will be determined annually by the Committee and the Board with respect to each Director Emeritus. In addition, a Director Emeritus will be reimbursed for certain expenses incurred in connection with their service, including expenses of travel and lodging incurred in attendance at Board/Committee meetings. A Director Emeritus will continue to receive relevant materials concerning the Funds and will be available to consult with the Directors at reasonable times as requested. However, a Director Emeritus does not have any voting rights at Board meetings and is not subject to election by shareholders of the Funds.
A Director Emeritus will be permitted to serve in such capacity from year to year at the pleasure of the Committee and the Board for up to three years. Effective February 2024, Julian Brodsky serves as a Director Emeritus of the Company. Effective January 2025, Robert Straniere serves as a Director Emeritus of the Company.
For the fiscal year ended August 31, 2025, Messrs. Brodsky and Straniere received compensation for their roles as a Director Emeritus in the following amounts:
|
|
Aggregate Compensation from the Funds* |
Pension or Retirement Benefits Accrued as Part of Fund Expenses |
Estimated Annual Benefits Upon Retirement |
Total Compensation From Fund Complex |
|
Julian Brodsky |
None |
N/A |
N/A |
$106,250 |
|
Robert Straniere |
None |
N/A |
N/A |
$84,375 |
|
* The Funds had not commenced operations prior to the date of this SAI. | ||||
CODE OF ETHICS
The Company and the Adviser have each adopted a code of ethics (“Code of Ethics”) pursuant to Rule 17j-1 under the 1940 Act, which governs personal securities trading by their respective personnel. Each Code of Ethics permits such individuals to purchase and sell securities, including securities that are purchased, sold, or held by the Fund, but only subject to certain conditions designed to ensure that purchases and sales by such individuals do not adversely affect the Fund’s investment activities.
PRINCIPAL HOLDERS
Any person owning, directly or indirectly, more than 25% of the outstanding shares of a Fund is presumed to control the Fund. Principal holders are persons who own 5% or more of the outstanding shares of a Fund. The Depository Trust Company (“DTC”) or its nominee is the record owner of all outstanding shares and is recognized as the owner of all shares for all purposes. Investors owning shares are beneficial owners as shown on the records of DTC or its participants. No record or beneficial ownership information is provided since the Funds had not commenced operations prior to the date of this SAI.
The Directors and officers of the Company as a group owned none of the outstanding shares of the Funds as the Funds had not commenced operations prior to the date of this SAI.
INVESTMENT ADVISORY AGREEMENT AND SUB-ADVISORY AGREEMENT
The following information supplements and should be read in conjunction with the section in the Prospectus titled “MANAGEMENT OF THE FUNDS.”
The Adviser is a Delaware limited liability company with offices at 2000 Duke Street, Suite 300, Alexandria, VA 22314. The Adviser is a wholly owned subsidiary of Motley Fool Investment Management, LLC, a subsidiary of The Motley Fool Holdings Inc. (“TMF Holdings”), a multimedia financial-services holding company that also owns The Motley Fool, which publishes investment information and analysis across a wide range of media, including investment newsletter services, websites, and books. TMF Holdings is controlled by David Gardner and Tom Gardner, along with other private shareholders.
The Adviser provides investment advisory services to each Fund pursuant to the terms of Investment Advisory Agreements (each an “Advisory Agreement” and together, the “Advisory Agreements”) between the Company and the Adviser. After the initial two year-term, each Advisory Agreement may be continued in effect from year to year with the approval of (1) the Board or (2) vote of a majority (as defined by the 1940 Act) of the outstanding voting securities of the Fund, provided that in either event the continuance must also be approved by a majority of the Independent Directors by vote cast in person at a meeting called for the purpose of voting on such approval. Each Advisory Agreement terminates automatically in the event of its assignment, as defined in the 1940 Act and the rules thereunder.
The Adviser manages each Fund’s investments in accordance with the stated policies of the Fund, subject to the supervision of the Board. The Adviser is responsible for all investment decisions for the Funds and for placing orders for the purchase and sale of investments for each Fund’s portfolio. The Adviser also provides such additional
16
administrative services as the Company may require beyond those furnished by the Administrator and furnishes, at its own expense, such office space, facilities, equipment, clerical help, and other personnel and services as may reasonably be necessary in connection with the operations of the Company. In addition, the Adviser pays the salaries of officers of the Company who are employees of the Adviser and any fees and expenses of Directors of the Company who are also officers, directors, or employees of the Adviser or who are officers or employees of any company affiliated with the Adviser and bears the cost of telephone service, heat, light, power, and other utilities associated with the services it provides.
Pursuant to the terms of the Advisory Agreements, in consideration of the services provided by the Adviser, each Fund pays the Adviser a unitary management fee that is computed and paid as shown in the following table. From the unitary management fee, the Adviser pays most of the expenses of each Fund, including the cost of transfer agency, custody, fund administration, legal, audit and other services. However, under the Advisory Agreements, the Adviser is not responsible for interest expenses, brokerage commissions and other trading expenses, taxes and other extraordinary costs such as litigation and other expenses not incurred in the ordinary course of business.
|
|
Contractual Advisory Fee |
|
Premium Income Fund |
[ ]% |
|
Tax Efficient Premium Income Fund |
[ ]% |
|
Hedged Fund |
[ ]% |
|
Yield Plus Fund |
[ ]% |
|
Premium Income Buffer Fund |
[ ]% |
No advisory fee information is provided since the Funds had not commenced operations prior to the date of this SAI.
Investment Sub-Advisory Agreement
Each Fund’s investment sub-adviser is [Sub-Adviser], located at [ ], Stamford, Connecticut [ ]. The Sub-Adviser is registered with the SEC as an investment adviser. Under the terms of an investment sub-advisory agreement by and among the Company, Adviser, and Sub-Adviser (the “Sub-Advisory Agreement”), the Sub-Adviser is responsible for selecting the portfolio securities for investment by the Fund, subject to the general supervision of the Board and the Adviser. The Adviser (not the Fund) pays the Sub-Adviser a fee [equal to the annual rate of [ ]% of the Fund’s average daily net assets.]
PORTFOLIO MANAGERS
The following table provides information regarding accounts managed by the portfolio managers, each an employee of the Sub-Adviser, other than the Funds as of [ ], 2026.
17
|
Total Accounts |
Accounts With Performance-Based Fees | |||
|
Portfolio Manager; Other Accounts |
Number |
Assets |
Number |
Assets |
|
[PM name here] |
|
|
|
|
|
Registered Investment Companies |
[ ] |
$[ ] |
[ ] |
$[ ] |
|
Other Pooled Investment Vehicles |
[ ] |
$[ ] |
[ ] |
$[ ] |
|
Other Accounts |
[ ] |
$[ ] |
[ ] |
$[ ] |
|
|
|
|
|
|
|
[PM name here] |
|
|
|
|
|
Registered Investment Companies |
[ ] |
$[ ] |
[ ] |
$[ ] |
|
Other Pooled Investment Vehicles |
[ ] |
$[ ] |
[ ] |
$[ ] |
|
Other Accounts |
[ ] |
$[ ] |
[ ] |
$[ ] |
|
|
|
|
|
|
|
[PM name here] |
|
|
|
|
|
Registered Investment Companies |
[ ] |
$[ ] |
[ ] |
$[ ] |
|
Other Pooled Investment Vehicles |
[ ] |
$[ ] |
[ ] |
$[ ] |
|
Other Accounts |
[ ] |
$[ ] |
[ ] |
$[ ] |
Portfolio Manager Compensation
Each portfolio manager’s base salary is determined by the Adviser based on his level of responsibility at the Adviser. In determining the amount of the base salary, the Adviser considered compensation levels in the mutual fund industry and in the geographic area of the Adviser, as well as compensation levels generally at the Adviser and its affiliates. Portfolio managers also are eligible for an incentive bonus, which is subjective. The bonus takes into consideration a number of factors including, but not limited to, performance, client satisfaction and service, and the profitability of the Adviser’s business.
Material Conflicts of Interest
Real, potential, or apparent conflicts of interest may arise when a portfolio manager has day-to-day portfolio management responsibilities with respect to more than one fund or account. The portfolio managers manage or provide investment advisory services for other accounts with investment strategies similar to the Funds, including other pooled investment vehicles, separately managed accounts and proprietary accounts of its affiliates, and some of the Adviser’s personnel, including the members of its investment committee, provide advisory services on behalf of the Adviser’s affiliate, Motley Fool Wealth Management (“MFWM”), particularly for MFWM’s separately managed accounts. Fees earned by the Adviser may vary among these accounts, and the Adviser's affiliates and/or the portfolio managers may personally invest in these accounts. These factors could create conflicts of interest because portfolio managers have potential incentives to favor certain accounts over others (including the Funds), with the result that other accounts could outperform the Funds.
A conflict may also exist if the portfolio managers identify a limited investment opportunity that may be appropriate for more than one account but the Funds are unable to take full advantage of that opportunity because of the need to allocate that opportunity among multiple accounts. In addition, the portfolio managers may execute transactions or make recommendations for another account, including proprietary accounts of affiliates, that may adversely affect the value of securities held by the Funds. However, the Adviser believes that these risks are mitigated by the fact that accounts with like investment strategies managed or advised by the portfolio managers are generally managed in a similar fashion and that the Adviser has a policy that seeks to allocate opportunities on a fair and equitable basis.
The Adviser and the portfolio managers may carry on investment activities for their own accounts and for those of their families and other clients, including those of MFWM, in which the Funds have no interest and thus may have certain additional conflicts of interest. In addition, the Adviser or MFWM may act as the investment adviser to accounts pursuing a range of traditional and alternative investment strategies. As a consequence of managing multiple investment products with varying investment programs, securities may be purchased or sold for some accounts but not others, and securities that are being sold for some accounts may be purchased for others. Factors that could lead to differences in trading decisions for various investment strategies include, among others, in the case of conflicting positions: differing portfolio manager analyses, different investment horizons, implementation of a particular hedging strategy, and differing desired market exposures. When making allocations, portfolio managers may also consider a number of factors, such as cash flow situations, tax considerations, different investment horizons, and different investment strategies. All portfolio managers are aware that trades may not be made in one client account for the purpose of benefiting another client or proprietary account. Investment decisions must be made only on the basis of the investment considerations relevant to the particular account for which a trade is being made.
The Adviser has adopted a Code of Ethics and Best Execution Guidelines, among other policies and procedures, that seek to ensure that clients’ accounts are not harmed by potential conflicts of interests. The Adviser also has procedures to assure that fair and appropriate allocation of investments purchased and sold is made among all clients and proprietary accounts, and MFWM and the Adviser have adopted procedures to assure that neither MFWM nor the Adviser (or their respective clients) can benefit from an informational or trading advantage over the other. Generally, trades for the Funds, MFWM separately managed accounts and proprietary accounts are
18
executed through MFWM's trading desk in accordance with all these procedural safeguards, which includes (among other things) the Funds use of dedicated traders to separately place trades on behalf of the Funds. If a portfolio manager decides to trade a security for multiple clients (including the Funds), the portfolio manager will simultaneously send trade instructions to the traders dedicated to and responsible for trading their respective covered accounts.
Ownership of Fund Shares by the Portfolio Managers
The portfolio managers do not own any shares of the Funds as no shares of the Funds were outstanding prior to the date of this SAI.
UNDERWRITER
The Company has entered into a distribution agreement (the “Distribution Agreement”) with Quasar Distributors, LLC (the “Distributor”), 190 Middle Street, Suite 301, Portland, Maine 04101, pursuant to which the Distributor acts as each Fund's principal underwriter and distributes shares. Shares are continuously offered for sale by the Distributor only in Creation Units. Each Creation Unit is made up of at least [10,000] shares. The Distributor will not distribute Shares in amounts less than a Creation Unit.
Under the Distribution Agreement, the Distributor, as agent for the Company, will receive orders for the purchase and redemption of Creation Units, provided that any subscriptions and orders will not be binding on the Company until accepted by the Company. The Distributor will deliver prospectuses and, upon request, Statements of Additional Information to persons purchasing Creation Units and will maintain records of orders placed with it. The Distributor is a broker-dealer registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and a member of the Financial Industry Regulatory Authority (“FINRA”).
The Distributor may also enter into agreements with securities dealers (“Soliciting Dealers”) who will solicit purchases of Creation Units of shares. Such Soliciting Dealers may also be Authorized Participants (as discussed in “Procedures for Creation of Creation Units” below) or DTC Participants.
The Distribution Agreement will continue in effect only if such continuance is specifically approved at least annually by the Board or by vote of a majority of the Fund’s outstanding voting securities and, in either case, by a majority of the Independent Directors. The Distribution Agreement is terminable without penalty by the Company, on behalf of the Fund, on 60 days’ written notice when authorized either by a majority vote of the Fund’s shareholders or by vote of a majority of the Board, including a majority of the Directors who are not “interested persons” (as defined under the 1940 Act) of the Company, or by the Distributor on 60 days’ written notice, and will automatically terminate in the event of its “assignment,” as defined in the 1940 Act.
PURCHASE AND REDEMPTION OF CREATION UNITS
Purchase and Issuance of Creation Units
The Company issues and sells shares of the Funds only: (i) in Creation Units on a continuous basis through the Distributor, without a sales load (but subject to transaction fees), at their NAV next determined after receipt of an order, on any Business Day, in proper form pursuant to the terms of the Authorized Participant Agreement (“Participant Agreement”); or (ii) pursuant to the Dividend Reinvestment Service (defined below). The NAV of each Fund’s shares is calculated each business day as of the close of regular trading on the Exchange, generally 4:00 p.m., Eastern Time. The Funds will not issue fractional Creation Units. A Business Day is any day on which the Exchange is open for business.
FUND DEPOSIT. The consideration for purchase of a Creation Unit of the Funds generally consists of the in kind deposit of a designated portfolio of securities (the “Deposit Securities”) per each Creation Unit, constituting a substantial replication, or a portfolio sampling representation, of the securities included in each Fund’s Index and the Cash Component (defined below), computed as described below. Notwithstanding the foregoing, the Company 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. When accepting purchases of Creation Units for all or a portion of Deposit Cash, each Fund may incur additional costs associated with the acquisition of Deposit Securities that would otherwise be provided by an in-kind purchaser. These additional costs associated with the acquisition of Deposit Securities (“Non-Standard Charges”) may be recoverable from the purchaser of creation units.
Together, the Deposit Securities or Deposit Cash, as applicable, and the Cash Component constitute the “Fund Deposit,” which represents the minimum initial and subsequent investment amount for a Creation Unit of each Fund. The “Cash Component” is an amount equal to the difference between the NAV of the shares (per Creation Unit) and the market value of the Deposit Securities or Deposit Cash, as applicable. If the Cash Component is a positive number (i.e., the NAV per Creation Unit exceeds the market value of the Deposit Securities or Deposit Cash, as applicable), the Cash Component will be such positive amount. If the Cash Component is a negative number (i.e., the NAV per Creation Unit is less than the market value of the Deposit Securities or Deposit Cash, as applicable), the Cash Component shall be such negative amount and the creator will be entitled to receive cash in an amount equal to the Cash Component. The Cash Component serves the function of compensating for any differences between the NAV per Creation Unit and the market value of the Deposit Securities or Deposit Cash, as applicable. Computation of the Cash Component excludes any stamp duty or other similar fees and expenses payable upon transfer of beneficial ownership of the Deposit Securities, if applicable, which will be the sole responsibility of the Authorized Participant (as defined below).
Each Fund, through the National Securities Clearing Corporation ("NSCC"), makes available on each Business Day, immediately prior to the opening of business on the Exchange (currently 9:30 a.m., Eastern time), the list of the names and the required number of shares of each Deposit Security or the required amount of Deposit Cash,
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as applicable, to be included in the current Fund Deposit (based on information at the end of the previous Business Day) for a Fund. Such Fund Deposit is subject to any applicable adjustments as described below, in order to effect purchases of Creation Units of a Fund until such time as the next-announced composition of the Deposit Securities or the required amount of Deposit Cash, as applicable, is made available.
The identity and number of shares of the Deposit Securities or the amount of Deposit Cash, as applicable, required for a Fund Deposit for a Fund changes as rebalancing adjustments and corporate action events are reflected from time to time by the Sub-Adviser with a view to the investment objectives of a Fund. The composition of the Deposit Securities for the Funds may also change in response to adjustments to the weighting or composition of the component securities of the respective Fund’s Index.
The Company reserves the right to permit or require the substitution of an amount of cash (i.e., a “cash in lieu” amount) to replace any Deposit Security, which will be added to the Deposit Cash, if applicable, and the Cash Component, including, without limitation, in situations where the Deposit Security: (i) may not be available in sufficient quantity for delivery; (ii) may not be eligible for transfer through the systems of DTC for corporate securities and municipal securities; (iii) may not be eligible for trading by an Authorized Participant (as defined below) or the investor for which it is acting; (iv) would be restricted under the securities laws or where the delivery of the Deposit Security to the Authorized Participant would result in the disposition of the Deposit Security by the Authorized Participant becoming restricted under the securities laws; or (v) in certain other situations (collectively, “custom orders”). The Company also reserves the right to include or remove Deposit Securities from the basket for the Funds in anticipation of the respective Fund’s Index rebalancing changes. The adjustments described above will reflect changes, known to the Adviser on the date of announcement to be in effect by the time of delivery of the Fund Deposit, in the composition of the respective Fund’s Index or resulting from certain corporate actions.
CASH PURCHASE METHOD. The Company may at its discretion permit full or partial cash purchases of Creation Units of the Funds. When full or partial cash purchases of Creation Units are available or specified for the Funds, they will be effected in essentially the same manner as in-kind purchases thereof. In the case of a full or partial cash purchase, the Authorized Participant must pay the cash equivalent of the Deposit Securities it would otherwise be required to provide through an in-kind purchase, plus the same Cash Component required to be paid by an in-kind purchaser together with a Creation Transaction Fee and Non-Standard Charges, as may be applicable.
PROCEDURES FOR PURCHASE OF CREATION UNITS. To be eligible to place orders with the Distributor to purchase a Creation Unit of a Fund, an entity must be (i) a “Participating Party”, i.e., a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of the NSCC (the “Clearing Process”), a clearing agency that is registered with the SEC; or (ii) a DTC Participant. In addition, each Participating Party or DTC Participant (each, an “Authorized Participant” or “AP”) must execute a Participant Agreement that has been agreed to by the Distributor, and that has been accepted by U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (“Transfer Agent” or “Fund Services”) and the Company, with respect to purchases and redemptions of Creation Units. Each AP will agree, pursuant to the terms of a Participant Agreement, on behalf of itself or any investor on whose behalf it will act, to certain conditions, including that it will pay to the Company an amount of cash sufficient to pay the Cash Component together with the Creation Transaction Fee (defined below) and any other applicable fees and taxes. The Sub-Adviser may retain all or a portion of the Transaction Fee to the extent the Sub-dviser bears the expenses that otherwise would be borne by the Company in connection with the purchase of a Creation Unit, which the Transaction Fee is designed to cover.
All orders to purchase shares directly from a Fund must be placed for one or more Creation Units in the manner set forth in the Participant Agreement (the “Cut-Off Time”). The date on which an order to purchase Creation Units (or an order to redeem Creation Units, as set forth below) is received and accepted is referred to as the “Order Placement Date.”
An AP may require an investor to make certain representations or enter into agreements with respect to the order (e.g., to provide for payments of cash, when required). Investors should be aware that their particular broker may not have executed a Participant Agreement and that, therefore, orders to purchase shares directly from a Fund in Creation Units have to be placed by the investor’s broker through an AP that has executed a Participant Agreement. In such cases there may be additional charges to such investor. At any given time, there may be only a limited number of broker-dealers that have executed a Participant Agreement and only a small number of such APs may have international capabilities.
On days when the Exchange closes earlier than normal, a Fund may require orders to create Creation Units to be placed earlier in the day. In addition, if a market or markets on which a Fund’s investments are primarily traded is closed on any day, a Fund will not accept orders on such day. Orders must be transmitted by an AP by telephone or other transmission method acceptable to the Distributor pursuant to procedures set forth in the Participant Agreement and in accordance with the AP Handbook. With respect to a Fund, the Distributor will notify the Custodian of such order. The Custodian will then provide such information to the appropriate local sub-custodian(s). Those placing orders through an AP should allow sufficient time to permit proper submission of the purchase order to the Distributor by the Cut-Off Time on the Business Day on which the order is placed. Economic or market disruptions or changes, or telephone or other communication failure may impede the ability to reach the Distributor or an AP.
Fund Deposits must be delivered by an AP through the Federal Reserve System (for cash) or through DTC (for corporate securities), through a subcustody agent (for foreign securities) and/or through such other arrangements allowed by the Company or its agents. With respect to foreign Deposit Securities, the Custodian will cause the subcustodian of such Fund to maintain an account into which the AP will deliver, on behalf of itself or the party on whose behalf it is acting, such Deposit Securities (or Deposit Cash for all or a part of such securities, as permitted or required), with any appropriate adjustments as advised by the Company. Foreign Deposit Securities must be delivered to an account maintained at the applicable local subcustodian. The Fund Deposit transfer must be ordered by the AP in a timely fashion so as to ensure the delivery of the requisite number of Deposit Securities or Deposit Cash, as applicable, to the account of a Fund or its agents by no later than the Settlement Date. All questions as to the number of Deposit Securities or Deposit Cash to be delivered, as applicable, and the validity, form and eligibility (including time of receipt) for the deposit of any tendered securities or cash, as applicable, will be determined by the Company, whose determination will be final and binding. The amount of cash
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represented by 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 the Settlement Date. If the Cash Component and the Deposit Securities or Deposit Cash, as applicable, are not received in a timely manner by the Settlement Date, the creation order may be cancelled. Upon written notice to the Distributor, such canceled order may be resubmitted the following Business Day using the Fund Deposit as newly constituted to reflect the then current NAV of the Fund.
The order will be deemed to be received on the Business Day on which the order is placed provided that the order is placed in proper form prior to the Cut-Off Time and the federal funds in the appropriate amount are deposited by 2:00 p.m., Eastern time, with the Custodian on the Settlement Date. If the order is not placed in proper form as required, or federal funds in the appropriate amount are not received by 2:00 p.m., Eastern time on the Settlement Date, then the order may be deemed to be rejected and the AP will be liable to the Fund for losses, if any, resulting therefrom. A creation request is considered to be in “proper form” if all procedures set forth in the Participant Agreement, AP Handbook and this SAI are properly followed.
ISSUANCE OF A CREATION UNIT. Except as provided herein, Creation Units will not be issued until the transfer of good title to the Company of the Deposit Securities or payment of Deposit Cash, as applicable, and the payment of the Cash Component have been completed. When the subcustodian has confirmed to the Custodian that the required Deposit Securities (or the cash value thereof) have been delivered to the account of the relevant subcustodian or subcustodians, the Distributor and the Sub-Adviser will be notified of such delivery, and the Company will issue and cause the delivery of the Creation Units. The delivery of Creation Units so created generally will occur no later than the third Business Day following the day on which the purchase order is deemed received by the Distributor. However, each Fund reserves the right to settle Creation Unit transactions on a basis other than the third Business Day following the day on which the purchase order is deemed received by the Distributor in order to accommodate foreign market holiday schedules, 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. The AP will be liable to a Fund for losses, if any, resulting from unsettled orders.
Creation Units may be purchased in advance of receipt by the Company of all or a portion of the applicable Deposit Securities as described below. In these circumstances, the initial deposit will have a value greater than the NAV of the shares on the date the order is placed in proper form since in addition to available Deposit Securities, cash must be deposited in an amount equal to the sum of (i) the Cash Component, plus (ii) an additional amount of cash equal to a percentage of the market value as set forth in the Participant Agreement, of the undelivered Deposit Securities (the “Additional Cash Deposit”), which will be maintained in a separate non-interest bearing collateral account. An additional amount of cash will be required to be deposited with the Company, pending delivery of the missing Deposit Securities to the extent necessary to maintain the Additional Cash Deposit with the Company in an amount at least equal to the applicable percentage, as set forth in the Participant Agreement, of the daily marked to market value of the missing Deposit Securities. The Participant Agreement will permit the Company to buy the missing Deposit Securities at any time. APs will be liable to the Company for the costs incurred by the Company in connection with any such purchases. These costs will be deemed to include the amount by which the actual purchase price of the Deposit Securities exceeds the market value of such Deposit Securities on the day the purchase order was deemed received by the Distributor plus the brokerage and related transaction costs associated with such purchases. The Company will return any unused portion of the Additional Cash Deposit once all of the missing Deposit Securities have been properly received by the Custodian or purchased by the Company and deposited into the Company. In addition, a Transaction Fee as set forth below under “Creation Transaction Fee” will be charged in all cases, unless otherwise advised by the Funds, and Non- Standard Charges may also apply. The delivery of Creation Units so created generally will occur no later than the Settlement Date.
ACCEPTANCE OF ORDERS OF CREATION UNITS. The Company reserves the right to reject an order for Creation Units transmitted to it by the Distributor in respect of a Fund including, without limitation, if (a) the order is not in proper form; (b) the Deposit Securities or Deposit Cash, as applicable, delivered by the Participant are not as disseminated through the facilities of the NSCC for that date by the Custodian; (c) the investor(s), upon obtaining the shares ordered, would own 80% or more of the currently outstanding shares of the Fund; (d) the acceptance of the Fund Deposit would, in the opinion of counsel, be unlawful; or (e) the acceptance or receipt of the order for a Creation Unit would, in the opinion of counsel to the Company, be unlawful.
CREATION TRANSACTION FEE. A purchase (i.e., creation) transaction fee is imposed for the transfer and other transaction costs associated with the purchase of Creation Units, and investors will be required to pay a Creation Transaction Fee regardless of the number of Creation Units created in the transaction. A Fund may adjust the creation transaction fee from time to time based upon actual experience. In addition, a Fund may impose a Non-Standard Charge of up to 2% of the value of the creation transactions for cash creations, non- standard orders, or partial cash purchases for the Fund. A Fund may adjust the Non-Standard Charge from time to time based upon actual experience. Investors who use the services of an AP, broker or other such intermediary may be charged a fee for such services, which may include an amount for the Creation Transaction Fee and Non-Standard Charges. Investors are responsible for the costs of transferring the securities constituting the Deposit Securities to the account of the Company. The Sub-Adviser may retain all or a portion of the Transaction Fee to the extent the Sub-Adviser bears the expenses that otherwise would be borne by the Company in connection with the purchase of a Creation Unit, which the Transaction Fee is designed to cover. The standard Creation Transaction Fee for each Fund is $300.
RISKS OF PURCHASING CREATION UNITS. There are certain legal risks unique to investors purchasing Creation Units directly from a Fund. Because each Fund’s shares may be issued on an ongoing basis, a “distribution” of shares could be occurring at any time. Certain activities that a shareholder performs as a dealer could, depending on the circumstances, result in the shareholder being deemed a participant in the distribution in a manner that could render the shareholder a statutory underwriter and subject to the prospectus delivery and liability provisions of the Securities Act. For example, a shareholder could be deemed a statutory underwriter if it purchases Creation Units from a Fund, breaks them down into the constituent shares, and sells those shares directly to customers, or if a shareholder chooses to couple the creation of a supply of new shares with an active selling effort involving solicitation of secondary-market demand for shares. Whether a person is an underwriter depends upon all of the facts and circumstances pertaining to that person’s activities, and the examples mentioned here should not be considered a complete description of all the activities that could cause a shareholder to be deemed an underwriter.
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Dealers who are not “underwriters” but are participating in a distribution (as opposed to engaging in ordinary secondary-market transactions), and thus dealing with each Fund’s shares as part of an “unsold allotment” within the meaning of Section 4(a)(3)(C) of the Securities Act, will be unable to take advantage of the prospectus delivery exemption provided by Section 4(a)(3)(C) of the Securities Act.
Redemption of Creation Units
Shares may be redeemed only in Creation Units at their NAV next determined after receipt of a redemption request in proper form by a Fund through the Transfer Agent and only on a Business Day. EXCEPT UPON LIQUIDATION OF A FUND, THE COMPANY WILL NOT REDEEM SHARES IN AMOUNTS LESS THAN CREATION UNITS. Investors must accumulate enough shares in the secondary market to constitute a Creation Unit in order to have such shares redeemed by the Company. There can be no assurance, however, that there will be sufficient liquidity in the public trading market at any time to permit assembly of a Creation Unit. Investors should expect to incur brokerage and other costs in connection with assembling a sufficient number of shares to constitute a redeemable Creation Unit.
With respect to each Fund, the Custodian, through the NSCC, makes available immediately prior to the opening of business on the Exchange (currently 9:30 a.m., Eastern time) on each Business Day, the list of the names and share quantities of the Fund’s portfolio securities that will be applicable (subject to possible amendment or correction) to redemption requests received in proper form (as defined below) on that day (“Fund Securities”). Fund Securities received on redemption may not be identical to Deposit Securities.
Redemption proceeds for a Creation Unit are paid either in-kind or in cash, or combination thereof, as determined by the Company. With respect to in-kind redemptions of a Fund, redemption proceeds for a Creation Unit will consist of Fund Securities -- as announced by the Custodian on the Business Day of the request for redemption received in proper form -- plus cash in an amount equal to the difference between the NAV of the shares being redeemed, as next determined after a receipt of a request in proper form, and the value of the Fund Securities (the “Cash Redemption Amount”), less any fixed redemption transaction fee as set forth below and any Non-Standard Charges. If the Fund Securities have a value greater than the NAV of the shares, a compensating cash payment equal to the differential is required to be made by or through an AP by the redeeming shareholder. Notwithstanding the foregoing, at the Company’s discretion, an AP may receive the corresponding cash value of the securities in lieu of the in-kind securities value representing one or more Fund Securities.
CASH REDEMPTION METHOD. Although the Company does not ordinarily permit full or partial cash redemptions of Creation Units of the Funds, when full or partial cash redemptions of Creation Units are available or specified for a Fund, they will be effected in essentially the same manner as in-kind redemptions thereof. In the case of full or partial cash redemptions, the AP will receive the cash equivalent of the Fund Securities it would otherwise receive through an in-kind redemption, plus the same Cash Amount to be paid to an in-kind redeemer.
REDEMPTION TRANSACTION FEES. A redemption transaction fee may be imposed for the transfer and other transaction costs associated with the redemption of Creation Units, and APs will be required to pay a Redemption Transaction Fee regardless of the number of Creation Units created in the transaction. The redemption transaction fee is the same no matter how many Creation Units are being redeemed pursuant to any one redemption request. A Fund may adjust the redemption transaction fee from time to time based upon actual experience. In addition, a Fund may impose a Non-Standard Charge of up to 2% of the value of a redemption transaction for cash redemptions, non-standard orders, or partial cash redemptions for the Fund. Investors who use the services of an AP, broker or other such intermediary may be charged a fee for such services which may include an amount for the Redemption Transaction Fees and Non-Standard Charges. Investors are responsible for the costs of transferring the securities constituting the Fund Securities to the account of the Company. The Non-Standard Charges are payable to the Fund as it incurs costs in connection with the redemption of Creation Units, the receipt of Fund Securities and the Cash Redemption Amount and other transactions costs. The standard Redemption Transaction Fee for each Fund is $300.
PROCEDURES FOR REDEMPTION OF CREATION UNITS. Orders to redeem Creation Units must be submitted in proper form to the Transfer Agent prior to the time as set forth in the Participant Agreement. A redemption request is considered to be in “proper form” if (i) an AP has transferred or caused to be transferred to the Company’s Transfer Agent the Creation Unit(s) being redeemed through the book- entry system of DTC so as to be effective by the time as set forth in the Participant Agreement and (ii) a request in form satisfactory to the Company is received by the Transfer Agent from the AP on behalf of itself or another redeeming investor within the time periods specified in the Participant Agreement. If the Transfer Agent does not receive the investor’s shares through DTC’s facilities by the times and pursuant to the other terms and conditions set forth in the Participant Agreement, the redemption request will be rejected.
The AP must transmit the request for redemption, in the form required by the Company, to the Transfer Agent in accordance with procedures set forth in the Authorized Participant Agreement. Investors should be aware that their particular broker may not have executed an Authorized Participant Agreement, and that, therefore, requests to redeem Creation Units may have to be placed by the investor’s broker through an AP which has executed an Authorized Participant Agreement. Investors making a redemption request should be aware that such request must be in the form specified by such AP. Investors making a request to redeem Creation Units should allow sufficient time to permit proper submission of the request by an AP and transfer of the shares to the Company’s Transfer Agent; such investors should allow for the additional time that may be required to effect redemptions through their banks, brokers or other financial intermediaries if such intermediaries are not APs.
In connection with taking delivery of shares of Fund Securities upon redemption of Creation Units, a redeeming shareholder or AP acting on behalf of such Shareholder must maintain appropriate custody arrangements with a qualified broker-dealer, bank or other custody providers in each jurisdiction in which any of the Fund Securities are customarily traded, to which account such Fund Securities will be delivered. Deliveries of redemption proceeds generally will be made within three business days of the trade date.
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ADDITIONAL REDEMPTION PROCEDURES. In connection with taking delivery of shares of Fund Securities upon redemption of Creation Units, the AP must maintain appropriate custody arrangements with a qualified broker-dealer, bank or other custody providers in each jurisdiction in which any of the Fund Securities are customarily traded, to which account such Fund Securities will be delivered. Deliveries of redemption proceeds generally will be made within three Business Days of the trade date. However, due to the schedule of holidays in certain countries, the different treatment among foreign and U.S. markets of dividend record dates and dividend ex-dates (that is the last date the holder of a security can sell the security and still receive dividends payable on the security sold), and in certain other circumstances, the delivery of in-kind redemption proceeds may take longer than three Business Days after the day on which the redemption request is received in proper form. If neither the redeeming Shareholder nor the AP acting on behalf of such redeeming Shareholder has appropriate arrangements to take delivery of the Fund Securities in the applicable foreign jurisdiction and it is not possible to make other such arrangements, or if it is not possible to effect deliveries of the Fund Securities in such jurisdiction, the Company may, in its discretion, exercise its option to redeem such shares in cash, and the redeeming shareholder will be required to receive its redemption proceeds in cash.
If it is not possible to make other such arrangements, or it is not possible to effect deliveries of the Fund Securities, the Company may in its discretion exercise its option to redeem such shares in cash, and the redeeming investor will be required to receive its redemption proceeds in cash. In addition, an investor may request a redemption in cash that each Fund may, in its sole discretion, permit. In either case, the investor will receive a cash payment equal to the NAV of its shares based on the NAV of shares of the relevant Fund next determined after the redemption request is received in proper form (minus a redemption transaction fee and additional charge for requested cash redemptions specified above, to offset the Company’s brokerage and other transaction costs associated with the disposition of Fund Securities). The Funds may also, in their sole discretion, upon request of a shareholder, provide such redeemer a portfolio of securities that differs from the exact composition of the Fund Securities but does not differ in NAV.
Redemptions of shares for Fund Securities will be subject to compliance with applicable federal and state securities laws and the Fund (whether or not it otherwise permits cash redemptions) reserves the right to redeem Creation Units for cash to the extent that the Company could not lawfully deliver specific Fund Securities upon redemptions or could not do so without first registering the Fund Securities under such laws. An AP or an investor for which it is acting subject to a legal restriction with respect to a particular security included in the Fund Securities applicable to the redemption of Creation Units may be paid an equivalent amount of cash. The AP may request the redeeming investor of the shares to complete an order form or to enter into agreements with respect to such matters as compensating cash payment. Further, an AP that is not a “qualified institutional buyer,” (“QIB”) as such term is defined under Rule 144A of the Securities Act, will not be able to receive Fund Securities that are restricted securities eligible for resale under Rule 144A. An AP may be required by the Company to provide a written confirmation with respect to QIB status in order to receive Fund Securities.
Because the portfolio securities of the Funds may trade on the relevant exchange(s) on days that the Exchange is closed or are otherwise not Business Days for such Fund, shareholders may not be able to redeem their shares of a Fund, or to purchase or sell shares of such Fund on the Exchange, on days when the NAV of such Fund could be significantly affected by events in the relevant foreign markets.
The right of redemption may be suspended or the date of payment postponed with respect to each Fund (1) for any period during which the Exchange is closed (other than customary weekend and holiday closings); (2) for any period during which trading on the Exchange is suspended or restricted; (3) for any period during which an emergency exists as a result of which disposal of the shares of the Fund or determination of the NAV of the shares is not reasonably practicable; or (4) in such other circumstance as is permitted by the SEC.
PORTFOLIO HOLDINGS INFORMATION
The Company has adopted, on behalf of each Fund, a policy relating to the selective disclosure of the Fund’s portfolio holdings by the Adviser, Board, officers, or third party service providers, in accordance with regulations that seek to ensure that disclosure of information about portfolio holdings is in the best interest of the Fund’s shareholders. The policies relating to the disclosure of a Fund’s portfolio holdings are designed to allow disclosure of portfolio holdings information where necessary to each Fund’s operation without compromising the integrity or performance of the Fund. It is the policy of the Company that disclosure of a Fund’s portfolio holdings to a select person or persons prior to the release of such holdings to the public (“selective disclosure”) is prohibited, unless there are legitimate business purposes for selective disclosure.
The Company discloses portfolio holdings information as required in regulatory filings and shareholder reports, discloses portfolio holdings information as required by federal and state securities laws and may disclose portfolio holdings information in response to requests by governmental authorities. As required by the federal securities laws, including the 1940 Act, the Company will disclose each Fund’s portfolio holdings in applicable regulatory filings, including shareholder reports, reports on Form N-CSR, Form N-CEN, and Form N-PORT, or such other filings, reports or disclosure documents as the applicable regulatory authorities may require.
Each Fund’s entire portfolio holdings are publicly disseminated each business day and may be available through financial reporting and news services including publicly available internet websites.
The Company may distribute or authorize the distribution of information about a Fund’s portfolio holdings that is not publicly available to its third-party service providers, which include U.S. Bank, N.A., the custodian; Fund Services, the administrator, accounting agent and transfer agent; [ ], the Funds’ independent registered public accounting firm; Faegre Drinker Biddle & Reath LLP, legal counsel; FilePoint, the financial printer; the Funds’ proxy voting service(s); and the Company’s liquidity classification agent. These service providers are required to keep such information confidential, and are prohibited from trading based on the information or otherwise using the information except as necessary in providing services to a Fund. Such holdings are released on conditions of confidentiality, which include appropriate trading prohibitions. “Conditions of confidentiality” include confidentiality terms included in written agreements, implied by the nature of the
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relationship (e.g. attorney-client relationship), or required by fiduciary or regulatory principles (e.g., custody services provided by financial institutions). Portfolio holdings may also be provided earlier to shareholders and their agents who receive redemptions in kind that reflect a pro rata allocation of all securities held in a Fund’s portfolio.
Portfolio holdings may also be disclosed, upon authorization by a designated officer of the Adviser, to (i) certain independent reporting agencies recognized by the SEC as acceptable agencies for the reporting of industry statistical information and, (ii) financial consultants to assist them in determining the suitability of the Fund as an investment for their clients, in each case in accordance with the anti-fraud provisions of the federal securities laws and the Company’s and Adviser’s fiduciary duties to Fund shareholders. Disclosures to financial consultants are also subject to a confidentiality agreement and/or trading restrictions. The foregoing disclosures are made pursuant to the Company’s policy on selective disclosure of portfolio holdings. The Board or a committee thereof may, in limited circumstances, permit other selective disclosure of portfolio holdings subject to a confidentiality agreement and/or trading restrictions.
The Adviser reserves the right to refuse to fulfill any request for portfolio holdings information from a shareholder or non-shareholder if it believes that providing such information will be contrary to the best interests of a Fund.
The Board provides ongoing oversight of the Company’s policies and procedures and compliance with such policies and procedures. As part of this oversight function, the Board receives from the Company’s CCO as necessary, reports on compliance with these policies and procedures. In addition, the Board receives an annual assessment of the adequacy and effectiveness of the policies and procedures with respect to a Fund, and any changes thereto, and an annual review of the operation of the policies and procedures. Any violation of the policy set forth above as well as any corrective action undertaken to address such violation must be reported by the Adviser, director, officer or third party service provider to the Company’s CCO, who will determine whether the violation should be reported immediately to the Board or at its next quarterly Board meeting.
|
TYPE OF SERVICE PROVIDER |
TYPICAL FREQUENCY OF ACCESS TO PORTFOLIO INFORMATION |
RESTRICTIONS |
|
Adviser |
Daily |
Ethical |
|
Administrator |
Daily |
Contractual and ethical |
|
Underwriter |
Daily |
Contractual and ethical |
|
Custodian |
Daily |
Contractual and ethical |
|
Auditor |
During annual audit |
Ethical |
|
Legal Counsel |
Regulatory filings, Board meetings, and if a legal issue regarding the portfolio requires counsel’s review |
Ethical |
|
Printers |
Quarterly—filing and printing of portfolio holdings schedules and semi-annual and annual reports |
No formal restrictions in place. However, printer would not receive portfolio information until at least 30 days old. |
|
Broker-Dealers Through Which the Fund Purchases and Sells Portfolio Securities |
Daily access to the relevant purchase and/or sale—no broker/dealer has access to the Fund’s entire portfolio |
Contractual and ethical |
DETERMINATION OF NET ASSET VALUE
The following information supplements and should be read in conjunction with the sections in the Funds’ Prospectus titled “HOW TO BUY AND SELL SHARES.”
NAV is determined as of the close of regular trading on the NYSE (generally 4:00 p.m. Eastern time) each day the NYSE is open, except that no computation need be made on a day on which no orders to purchase or redeem shares have been received. The NYSE currently observes the following holidays: New Year’s Day, Martin Luther King Jr. Day (third Monday in January), Presidents Day (third Monday in February), Good Friday (Friday before Easter), Memorial Day (last Monday in May), Juneteenth National Independence Day, Independence Day, Labor Day (first Monday in September), Thanksgiving Day (fourth Thursday in November), and Christmas Day.
NAV per share is computed by dividing the value of each Fund’s net assets (i.e., the value of its assets less its liabilities) by the total number of the Fund’s shares outstanding. In computing NAV, securities are valued at market value as of the close of trading on each business day when the NYSE is open. Securities, other than stock options, listed on the NYSE or other exchanges are valued on the basis of the last reported sale price on the exchange on which they are primarily traded. However, if the last sale price on the NYSE is different from the last sale price on any other exchange, the NYSE price will be used. If there are no sales on that day, then the securities are valued at the bid price on the NYSE or other primary exchange for that day. Securities traded in the over-the-counter (“OTC”) market are valued on the basis of the last sales price as reported by the National Association of Securities Dealers Automated Quotations (“NASDAQ”). If there are no sales on that day, then the securities are valued at the mean between the closing bid and asked prices as reported by NASDAQ. Stock options and stock index options traded on national securities exchanges or on NASDAQ are valued at the mean between the latest bid and asked prices for such options. Securities for which market quotations are not readily available and other assets are valued at fair value by the Adviser, as the Funds' valuation designee, as determined pursuant to procedures adopted in good faith by the Board. Debt securities that mature in less than 60 days are valued at amortized cost (unless the Board determines that this method does not represent fair value), if their original maturity was 60
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days or less or by amortizing the value as of the 61st day before maturity, if their original term to maturity exceeded 60 days. A pricing service may be used to determine the fair value of securities held by the Funds. Any such service might value the investments based on methods that include consideration of yields or prices of securities of comparable quality, coupon, maturity, and type; indications as to values from dealers; and general market conditions. The service may also employ electronic data-processing techniques, a matrix system, or both to determine valuation. The Board will review and monitor the methods such services use to assure itself that securities are valued at their fair values.
The values of securities held by each Fund and other assets used in computing NAV are determined as of the time at which trading in such securities is completed each day. That time, in the case of foreign securities, generally occurs at various times before the close of the NYSE. Trading in securities listed on foreign securities exchanges will be valued at the last sale or, if no sales are reported, at the bid price as of the close of the exchange, subject to possible adjustment as described in the Prospectus. Foreign currency exchange rates are also generally determined before the close of the NYSE. On occasion, the values of such securities and exchange rates may be affected by events occurring between the time as of which determinations of such values or exchange rates are made and the close of the NYSE. When such events materially affect the value of securities held by a Fund or its liabilities, such securities and liabilities will be valued at fair value in accordance with procedures adopted in good faith by the Board. The values of any assets and liabilities initially expressed in foreign currencies will be converted to U.S. dollars based on exchange rates supplied by a quotation service.
DIVIDENDS, DISTRIBUTIONS, AND TAXES
The following information supplements and should be read in conjunction with the section in the Funds’ Prospectus titled “DIVIDENDS, DISTRIBUTIONS, AND TAXES.” In addition, the following is only a summary of certain U.S. federal income tax considerations that generally affect the Funds and their shareholders. No attempt is made to present a comprehensive explanation of the tax treatment of a Fund or its shareholders, and the discussion here and in the Prospectus is not intended as a substitute for careful tax planning. Shareholders are urged to consult their tax advisors with specific reference to their own tax situations, including their state, local, and foreign tax liabilities.
It is the policy of the Company each fiscal year to distribute substantially all of each Fund’s net investment income (i.e., generally, the income that it earns from dividends and interest on its investments, and any short-term capital gains, net of Fund expenses) and net capital gains (i.e., the excess of the Fund’s net long-term capital gains over its net short-term capital losses), if any, to its shareholders.
Dividend Reinvestment Service
The Funds will not make the DTC book-entry dividend reinvestment service available for use by beneficial owners for reinvestment of their cash proceeds, but certain individual broker-dealers may make available the DTC book-entry Dividend Reinvestment Service for use by beneficial owners of the Funds through DTC Participants for reinvestment of their dividend distributions. Investors should contact their brokers to ascertain the availability and description of these services. Beneficial owners should be aware that each broker may require investors to adhere to specific procedures and timetables in order to participate in the dividend reinvestment service and investors should ascertain from their brokers such necessary details. If this service is available and used, dividend distributions of both income and realized gains will be automatically reinvested in additional whole shares issued by a Fund at NAV. Distributions reinvested in additional shares of each Fund will nevertheless be taxable to beneficial owners acquiring such additional shares to the same extent as if such distributions had been received in cash.
Taxes – General
The discussions of the federal tax consequences in the Prospectus and this SAI are based on the Code and the regulations issued under it, and court decisions and administrative interpretations, as in effect on the date of the Prospectus and this SAI, respectively. Future legislative or administrative changes or court decisions may significantly alter the statements included herein, and any such changes or decisions may be retroactive. Each Fund has elected to be, and intends to qualify each year for treatment as, a regulated investment company under Subchapter M of Subtitle A, Chapter 1, of the Code. As such, each Fund generally will be exempt from federal income tax on its net investment income and realized capital gains that it distributes to shareholders. To qualify for treatment as a regulated investment company, each Fund must meet three important tests each year.
First, each Fund must derive with respect to each taxable year at least 90% of its gross income from dividends, interest, certain payments with respect to securities loans, gains from the sale or other disposition of stock or securities or foreign currencies, other income derived with respect to its business of investing in such stock, securities, or currencies, or net income derived from interests in qualified publicly traded partnerships.
Second, generally, at the close of each quarter of its taxable year, at least 50% of the value of each Fund’s assets must consist of cash and cash items, U.S. government securities, securities of other regulated investment companies, and securities of other issuers (as to which such Fund has not invested more than 5% of the value of its total assets in securities of such issuer and as to which such Fund does not hold more than 10% of the outstanding voting securities of such issuer), and no more than 25% of the value of each Fund’s total assets may be invested in the securities (other than U.S. government securities and securities of other regulated investment companies) of (1) any one issuer, (2) two or more issuers that such Fund controls and that are engaged in the same or similar trades or businesses, or (3) one or more qualified publicly traded partnerships.
Third, each Fund must distribute an amount equal to at least the sum of 90% of its investment company taxable income (net investment income and the excess of net short-term capital gain over net long-term capital loss) before taking into account any deduction for dividends paid, and 90% of its tax-exempt income, if any, for the year.
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Each Fund intends to comply with these requirements. If a Fund were to fail to make sufficient distributions, it could be liable for corporate income tax (which may include interest or penalties) and for excise tax (as discussed below) in respect of the shortfall or, if the shortfall is large enough and such Fund does not satisfy the 90% distribution requirement described above, such Fund could be disqualified as a regulated investment company. If for any taxable year a Fund were not to qualify as a regulated investment company, all its taxable income would be subject to tax at regular corporate rates without any deduction for distributions to shareholders. In that event, taxable shareholders would recognize dividend income on distributions, including distributions of capital gains, to the extent of a Fund’s current and accumulated earnings and profits, and corporate shareholders could be eligible for the dividends-received deduction.
The Code imposes a nondeductible 4% excise tax on regulated investment companies that fail to distribute each year an amount equal to specified percentages of their ordinary taxable income and capital gain net income (excess of capital gains over capital losses). Each Fund intends to make sufficient distributions or deemed distributions each year to avoid liability for this excise tax.
Each Fund may elect to retain its net capital gain or a portion thereof for investment and be taxed at corporate rates on the amount retained. In such case, a Fund may designate the retained amount as undistributed capital gains in a written notice to its shareholders, who will be treated as if each received a distribution of its pro rata share of such gain, with the result that each shareholder will (i) be required to report its pro rata share of such gain on its tax return as long-term capital gain, (ii) receive a refundable tax credit for its pro rata share of tax paid by such Fund on the gain and (iii) increase the tax basis for its shares by an amount equal to the deemed distribution less the tax credit.
Each Fund's hedging and derivatives transactions are subject to special and complex U.S. federal income tax provisions that may, among other things, (i) disallow, suspend or otherwise limit the allowance of certain losses or deductions, (ii) convert lower-taxed long-term capital gain into higher-taxed short-term capital gain or ordinary income, (iii) convert an ordinary loss or a deduction into a capital loss (the deductibility of which is more limited), (iv) cause a Fund to recognize income or gain without a corresponding receipt of cash, (v) adversely affect the time as to when a purchase or sale of stock or securities is deemed to occur, (vi) adversely alter the intended characterization of certain complex financial transactions and (vii) produce income that will not be treated as qualifying income for purposes of the 90% gross income test described above. These rules could therefore affect the character, amount and timing of distributions to shareholders and a Fund's status as a regulated investment company. Each Fund will monitor its transactions and may make certain tax elections in order to mitigate the effect of these provisions.
Each Fund's investment in non-U.S. securities may be subject to non-U.S. withholding taxes. In that case, such Fund's yield on those securities would be decreased. Shareholders will generally not be entitled to claim a credit or deduction with respect to any non-U.S. taxes paid by a Fund.
Loss Carryforwards
For federal income tax purposes, each Fund is generally permitted to carry forward a net capital loss in any year to offset its own capital gains, if any, during subsequent years.
State and Local Taxes
Although each Fund expects to continue to qualify as a regulated investment company and to be relieved of all or substantially all federal income taxes, depending upon the extent of its activities in states and localities in which its offices are maintained, in which its agents or independent contractors are located or in which it is otherwise deemed to be conducting business, a Fund may be subject to the tax laws of such states or localities.
PORTFOLIO TRANSACTIONS AND BROKERAGE
Subject to the general supervision of the Board and oversight of the Adviser, the Sub-Adviser is responsible for decisions to buy and sell securities for each Fund, the selection of brokers and dealers to effect the transactions, and the negotiation of brokerage commissions, if any. Purchases and sales of securities on a stock exchange are effected through brokers who charge a commission for their services. In the OTC market, securities are generally traded on a “net” basis, with dealers acting as principal for their own accounts without a stated commission, although the price of the security usually includes a profit to the dealer. In underwritten offerings, securities are purchased at a fixed price, which includes an amount of compensation to the underwriter, generally referred to as the underwriter’s concession or discount. Certain money market instruments may be purchased directly from an issuer, in which case no commission or discounts are paid.
The Adviser may serve as an investment adviser to other clients, including private investment companies, and the Adviser may in the future act as an investment adviser to other registered investment companies. It is the practice of the Adviser to cause purchase and sale transactions to be allocated among a Fund and others whose assets are managed by the Adviser in such manner as it deems equitable. In making such allocations, the main factors considered are the respective investment objectives, the relative size of portfolio holdings of the same or comparable securities, the availability of cash for investment, the size of investment commitments generally held, and the opinions of the persons responsible for managing each Fund and the other client accounts. This procedure may, under certain circumstances, have an adverse effect on each Fund.
The policy of the Funds regarding purchases and sales of securities is that primary consideration will be given to obtaining the most favorable prices and efficient executions of transactions. Consistent with this policy, when securities transactions are effected on a stock exchange, the Funds’ policy is to pay commissions that are considered fair and reasonable without necessarily determining that the lowest possible commissions are paid in all circumstances. The Adviser believes that a requirement always to seek the lowest commission cost could impede effective management and preclude the Adviser from obtaining high-quality brokerage and research services. In
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seeking to determine the reasonableness of brokerage commissions paid in any transaction, the Adviser relies on its experience and knowledge regarding commissions generally charged by various brokers and on its judgment in evaluating the brokerage and research services received from the broker effecting the transaction.
In seeking to implement the Funds’ policies, the Adviser, through a brokerage or an outsourced trading desk, conducts trades on behalf of the Funds and effects transactions with brokers and dealers that it believes provide the most favorable prices and are capable of providing efficient executions. The Adviser may place portfolio transactions with a broker or dealer that furnishes research and other services to the Adviser and may pay higher commissions to brokers in recognition of research provided (or direct the payment of commissions to such brokers). Such services may include, but are not limited to, any one or more of the following: (1) information as to the availability of securities for purchase or sale, (2) statistical or factual information or opinions pertaining to investments, (3) wire services, (4) and appraisals or evaluations of portfolio securities. The information and services received by the Adviser from brokers and dealers may be of benefit in the management of accounts of other clients and may not in all cases benefit the Company directly. While such services are useful and important in supplementing its own research and facilities, the Adviser believes the value of such services is not determinable and does not significantly reduce its expenses.
No brokerage commission information is provided since the Funds had not commenced operations prior to the date of this SAI.
Brokerage Selection
The Company does not expect to use one particular broker or dealer, and when one or more brokers is believed capable of providing the best combination of price and execution, the Sub-Adviser may select a broker based upon brokerage or research services provided to the Sub-Adviser. The Sub-Adviser may pay a higher commission than otherwise obtainable from other brokers in return for such services only if a good faith determination is made that the commission is reasonable in relation to the services provided.
Section 28(e) of the Securities Exchange Act of 1934, as amended, permits an investment adviser, under certain circumstances, to cause a fund to pay a broker or dealer a commission for effecting a transaction in excess of the amount of commission another broker or dealer would have charged for effecting the transaction in recognition of the value of brokerage and research services provided by the broker or dealer. In addition to agency transactions, the Sub-Adviser may receive brokerage and research services in connection with certain riskless principal transactions, in accordance with applicable SEC guidance. Brokerage and research services include: (1) furnishing advice as to the value of securities, the advisability of investing in, purchasing or selling securities, and the availability of securities or purchasers or sellers of securities; (2) furnishing analyses and reports concerning issuers, industries, securities, economic factors and trends, portfolio strategy, and the performance of accounts; and (3) effecting securities transactions and performing functions incidental thereto (such as clearance, settlement, and custody). In the case of research services, the Sub-Adviser believes that access to independent investment research is beneficial to their investment decision-making processes and, therefore, to the Funds.
To the extent research services may be a factor in selecting brokers, such services may be in written form or through direct contact with individuals and may include information as to particular companies and securities as well as market, economic, or institutional areas and information which assists in the valuation and pricing of investments. Examples of research-oriented services for which the Sub-Adviser might utilize Fund commissions 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 Sub-Adviser may use research services furnished by brokers in servicing all client accounts and not all services may necessarily be used in connection with the account that paid commissions to the broker providing such services. Information so received by the Sub-Adviser will be in addition to and not in lieu of the services required to be performed by the Sub-Adviser under the Advisory Agreement. Any advisory or other fees paid to the Sub-Adviser are not reduced as a result of the receipt of research services.
In some cases, the Sub-Adviser may receive a service from a broker that has both a “research” and a “non-research” use. When this occurs, the Sub-Adviser makes a good faith allocation, under all the circumstances, between the research and non-research uses of the service. The percentage of the service that is used for research purposes may be paid for with client commissions, while the Sub-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 Sub-Adviser faces a potential conflict of interest, but the Sub-Adviser believes that its allocation procedures are reasonably designed to ensure that it appropriately allocates the anticipated use of such services to their research and non-research uses.
SECURITIES LENDING
U.S. Bank, N.A. serves as securities lending agent for the Funds and in that role administers the Funds’ securities lending program pursuant to the terms of a Master Securities Lending Agreement entered into between the Funds and U.S. Bank, N.A.
As securities lending agent, U.S. Bank, N.A. is responsible for marketing to approved borrowers available securities from the Funds’ portfolio. U.S. Bank, N.A. is responsible for the administration and management of the Funds’ securities lending program, including the preparation and execution of a participant agreement with each borrower governing the terms and conditions of any securities loan, ensuring that securities loans are properly coordinated and documented with the Funds’ custodian, ensuring that loaned securities are daily valued and that the corresponding required cash collateral of at least 102% of the current market value of the loaned securities is delivered by the borrower(s), using best efforts to obtain additional collateral on the next business day if the value of the collateral falls below the required amount, and arranging for the investment of cash collateral received from borrowers in accordance with the Funds’ investment guidelines.
U.S. Bank, N.A. receives as compensation for its services a portion of the amount earned by the Funds for lending securities.
No securities lending information is provided since the Funds had not commenced operations prior to the date of this SAI.
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PROXY VOTING PROCEDURES
The Board has delegated the responsibility of voting proxies with respect to the portfolio securities purchased and/or held by the Funds (“portfolio proxies”) to the Adviser, subject to the Board’s continuing oversight. The Adviser’s proxy voting policies are summarized below.
Policies of the Funds’ Adviser
In exercising its voting obligations, the Adviser is guided by its general fiduciary duty to act prudently and in the interest of the Funds. The Adviser will consider factors affecting the value of each Fund’s investments and the rights of shareholders in its determination on voting portfolio securities.
The Adviser generally undertakes to vote portfolio proxies with a view to enhancing the value of the company’s stock held by the Funds. The Adviser has retained an independent, third party proxy voting agent to vote portfolio proxies in accordance with guidelines described in the Adviser’s Proxy Voting Policies and Procedures and to maintain records of such portfolio proxy voting. The Adviser’s Proxy Voting Committee is responsible for monitoring the third party proxy voting agent.
A summary of the Adviser’s Proxy Voting Policies and Procedures for the Funds is as follows:
• Because each Fund is an index-based product, it is the general policy of the Adviser to vote proxies in accordance with the recommendation of a proxy voting agent.
• The Adviser retains the power to vote contrary to the recommendation of a proxy voting agent at its discretion, so long as the reasons for doing so are well documented and subject to the Adviser’s controls regarding conflicts of interest.
• In certain situations there may be a conflict of interest in the voting of proxies between the interests of a Fund and its shareholders and those of the Adviser or an affiliate of the Adviser. The Adviser’s Proxy Voting Committee will address any such conflicts on a case-by-case basis. Generally, if the proposal that gives rise to the conflict is specifically addressed in the proxy voting guidelines, the Adviser will vote the portfolio proxy in accordance with the guidelines. If such proposal is not specifically addressed in the guidelines, or if the guidelines provide discretion to the Adviser (i.e., on a case-by-case basis), the Proxy Voting Committee will determine how to vote the portfolio proxy in the best interests of a Fund.
• All proxies will be voted in accordance with any applicable investment restrictions of a Fund and, to the extent applicable, any resolutions or other instructions approved by the Fund’s Board.
• The Adviser may determine not to vote a particular proxy, if the costs and burdens exceed the benefits of voting.
Conflicts of Interest
In certain situations there may be a conflict of interest in the voting of proxies between the interests of a Fund and its shareholders and those of the Adviser or an affiliate of the Adviser. The Adviser’s Proxy Voting Committee will address any such conflicts on a case-by-case basis. Generally, if the proposal that gives rise to the conflict is specifically addressed in the proxy voting guidelines, the Adviser will vote the portfolio proxy in accordance with the guidelines. If such proposal is not specifically addressed in the guidelines, or if the guidelines provide discretion to the Adviser (i.e., on a case-by-case basis), the Proxy Voting Committee will determine how to vote the portfolio proxy in the Funds’ best interests.
More Information
Each year, the Funds will make available the actual voting records relating to portfolio securities held by each Fund during the 12-month period ending June 30 without charge, upon request by calling 1-703-302-1100, or by accessing the SEC’s website at www.sec.gov. In addition, a copy of the Adviser’s proxy-voting policies and procedures is available by calling 1-703-302-1100 and will be sent within three business days of receipt of a request.
PAYMENTS TO FINANCIAL INTERMEDIARIES
The Adviser, Sub-Adviser and/or their affiliates, at their discretion, may make payments from their own resources and not from Fund assets to affiliated or unaffiliated brokers, dealers, banks (including bank trust departments), trust companies, registered investment advisers, financial planners, retirement plan administrators, insurance companies, and any other institution having a service, administration, or any similar arrangement with a Fund, its service providers or their respective affiliates, as incentives to help market and promote a Fund and/or in recognition of their distribution, marketing, administrative services, and/or processing support.
These additional payments may be made to financial intermediaries that sell Fund shares or provide services to a Fund, the Distributor or shareholders of a Fund through the financial intermediary’s retail distribution channel and/or fund supermarkets. Payments may also be made through the financial intermediary’s retirement, qualified tuition, fee-based advisory, wrap fee bank trust, or insurance (e.g., individual or group annuity) programs. These payments may include, but are not limited to, placing a Fund in a financial intermediary’s retail distribution channel or on a preferred or recommended fund list; providing business or shareholder financial planning assistance; educating financial intermediary personnel about a Fund; providing access to sales and management representatives of the financial intermediary; promoting sales of Fund shares; providing marketing and educational support; maintaining share balances and/or for sub-accounting, administrative or shareholder transaction processing services. A financial intermediary may perform the services itself or may arrange with a third party to perform the services.
The Adviser, Sub-Adviser and/or their affiliates may also make payments from their own resources to financial intermediaries for costs associated with the purchase of products or services used in connection with sales and marketing, participation in and/or presentation at conferences or seminars, sales or training programs, client and
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investor entertainment and other sponsored events. The costs and expenses associated with these efforts may include travel, lodging, sponsorship at educational seminars and conferences, entertainment and meals to the extent permitted by law.
Revenue sharing payments may be negotiated based on a variety of factors, including the level of sales, the amount of Fund assets attributable to investments in a Fund by financial intermediaries’ customers, a flat fee or other measures as determined from time to time by the Adviser, Sub-Adviser and/or their affiliates. A significant purpose of these payments is to increase the sales of Fund shares, which in turn may benefit the Adviser and Sub-Adviser through increased fees as Fund assets grow.
ADDITIONAL INFORMATION CONCERNING COMPANY SHARES
The Company has authorized capital of 100 billion shares of common stock at a par value of $0.001 per share. Currently, [98.123] billion shares have been classified into [288] classes. However, the Company only has approximately [89] active share classes that have begun investment operations. Under the Company’s charter, the Board has the power to classify and reclassify any unissued Shares of common stock from time to time.
Each share that represents an interest in a Fund has an equal proportionate interest in the assets belonging to that Fund with each other share that represents an interest in that Fund, even where a share has a different class designation than another share representing an interest in that Fund. Shares of the Company do not have preemptive or conversion rights. When issued for payment as described in the Prospectus, shares of the Company will be fully paid and non-assessable.
The Company does not currently intend to hold annual meetings of shareholders except as required by the 1940 Act or other applicable law. The Company’s amended By-Laws provide that shareholders owning at least ten percent of the outstanding shares of all classes of Common Stock of the Company have the right to call for a meeting of shareholders to consider the removal of one or more directors. To the extent required by law, the Company will assist in shareholder communication in such matters.
Holders of shares of each class of the Company will vote in the aggregate on all matters, except where otherwise required by law. Further, shareholders of the Company will vote in the aggregate and not by portfolio except as otherwise required by law or when the Board determines that the matter to be voted upon affects only the interests of the shareholders of a particular portfolio or class of shares. Rule 18f-2 under the 1940 Act provides that any matter required to be submitted by the provisions of such Act or applicable state law, or otherwise, to the holders of the outstanding voting securities of an investment company such as the Company shall not be deemed to have been effectively acted upon unless approved by the holders of a majority of the outstanding voting securities of each portfolio affected by the matter. Rule 18f-2 further provides that a portfolio shall be deemed to be affected by a matter unless it is clear that the interests of each portfolio in the matter are identical or that the matter does not affect any interest of the portfolio. Under Rule 18f-2 the approval of an investment advisory agreement or distribution agreement or any change in a fundamental investment objective or fundamental investment policy would be effectively acted upon with respect to a portfolio only if approved by the holders of a majority of the outstanding voting securities of such portfolio. However, the Rule 18f-2 also provides that the ratification of the selection of independent public accountants and the election of directors are not subject to the separate voting requirements and may be effectively acted upon by shareholders of an investment company voting without regard to a portfolio. Shareholders of the Company are entitled to one vote for each full share held (irrespective of class or portfolio) and fractional votes for fractional shares held. Voting rights are not cumulative and, accordingly, the holders of more than 50% of the aggregate shares of common stock of the Company may elect all of the Directors.
Notwithstanding any provision of Maryland law requiring a greater vote of shares of the Company’s common stock (or of any class voting as a class) in connection with any corporate action, unless otherwise provided by law (for example by Rule 18f-2 discussed above), or by the Company’s Articles of Incorporation and By-Laws, the Company may take or authorize such action upon the favorable vote of the holders of more than 50% of all of the outstanding shares of Common Stock voting without regard to class (or portfolio).
GENERAL INFORMATION
Anti-Money Laundering Program
The Funds have established an Anti-Money Laundering Compliance Program (the “Program”) as required by the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA PATRIOT Act”). To ensure compliance with this law, the Funds’ Program provides for the development of internal practices, procedures, and controls, designation of anti-money laundering compliance officers, an ongoing training program, and an independent audit function to determine the effectiveness of the Program.
Procedures to implement the Program include, but are not limited to, determining that certain of its service providers have established proper anti-money laundering procedures, reporting suspicious and/or fraudulent activity, and conducting a complete and thorough review of all new account applications. The Funds will not transact business with any person or legal entity and beneficial owner, if applicable, whose identity cannot be adequately verified under the provisions of the USA PATRIOT Act.
Independent Registered Public Accounting Firm
[ ], located at [ ], is the independent registered public accounting firm of the Funds. The independent registered public accounting firm is responsible for conducting the annual audit of the Funds’ financial statements. The selection of the independent registered public accounting firm is approved annually by the Board.
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Transfer Agent
Fund Services, 615 East Michigan Street, Milwaukee, Wisconsin 53202, serves as the Funds’ transfer agent and dividend disbursing agent.
Custodian
U.S. Bank, N.A, 1555 North Rivercenter Drive, Suite 302, Milwaukee, Wisconsin 53212, serves as custodian (the “Custodian”) of the Funds’ assets and is responsible for maintaining custody of the Funds’ cash and investments and retaining sub-custodians, including in connection with the custody of foreign securities. Cash held by the Custodian, the amount of which may at times be substantial, is insured by the Federal Deposit Insurance Corporation up to the amount of available insurance coverage limits. The Custodian and Fund Services are affiliates.
Administrator
Fund Services, 615 East Michigan Street, Milwaukee, Wisconsin 53202, serves as the administrator (the “Administrator”) and provides various administrative and accounting services necessary for the operations of the Funds. Services provided by the Administrator include facilitating general Fund management; monitoring Fund compliance with federal and state regulations; supervising the maintenance of the Funds’ general ledger, the preparation of the Funds’ financial statements, the determination of NAV, and the payment of dividends and other distributions to shareholders; and preparing specified financial, tax, and other reports. The Custodian and Fund Services are affiliates.
No administration fee information is provided since the Funds had not commenced operations prior to the date of this SAI.
Counsel
Faegre Drinker Biddle & Reath LLP, One Logan Square, Suite 2000, Philadelphia, Pennsylvania 19103-6996, serves as counsel to the Company.
Registration Statement
This SAI and the Prospectus do not contain all of the information set forth in the Registration Statement the Company has filed with the SEC. The complete Registration Statement may be obtained from the SEC upon payment of the fee prescribed by SEC rules and regulations. A text-only version of the Registration Statement is available on the SEC’s website, www.sec.gov.
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FINANCIAL STATEMENTS
As the Funds had not commenced operations prior to the date of this SAI, there are no financial statements available at this time. Shareholders of the Funds will be informed of each Fund’s progress through periodic reports when those reports become available. Financial statements certified by the independent registered public accounting firm will be submitted to shareholders at least annually.
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APPENDIX A
DESCRIPTION OF SECURITIES RATINGS
Short-Term Credit Ratings
An S&P Global Ratings short-term issue credit rating is generally assigned to those obligations considered short-term in the relevant market. The following summarizes the rating categories used by S&P Global Ratings for short-term issues:
“A-1” – A short-term obligation rated “A-1” is rated in the highest category by S&P Global Ratings. The obligor’s capacity to meet its financial commitments on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligor’s capacity to meet its financial commitment on these obligations is extremely strong.
“A-2” – A short-term obligation rated “A-2” is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligor’s capacity to meet its financial commitments on the obligation is satisfactory.
“A-3” – A short-term obligation rated “A-3” exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to weaken an obligor’s capacity to meet its financial commitments on the obligation.
“B” – A short-term obligation rated “B” is regarded as vulnerable and has significant speculative characteristics. The obligor currently has the capacity to meet its financial commitments; however, it faces major ongoing uncertainties that could lead to the obligor’s inadequate capacity to meet its financial commitments.
“C” – A short-term obligation rated “C” is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitments on the obligation.
“D” – A short-term obligation rated “D” is in default or in breach of an imputed promise. For non-hybrid capital instruments, the “D” rating category is used when payments on an obligation are not made on the date due, unless S&P Global Ratings believes that such payments will be made within any stated grace period. However, any stated grace period longer than five business days will be treated as five business days. The “D” rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions. A rating on an obligation is lowered to “D” if it is subject to a distressed debt restructuring.
Local Currency and Foreign Currency Ratings – S&P Global Ratings’ issuer credit ratings make a distinction between foreign currency ratings and local currency ratings. A foreign currency rating on an issuer can differ from the local currency rating on it when the obligor has a different capacity to meet its obligations denominated in its local currency, versus obligations denominated in a foreign currency.
“NR” – This indicates that a rating has not been assigned or is no longer assigned.
Moody’s Investors Service (“Moody’s”) short-term ratings are forward-looking opinions of the relative credit risks of financial obligations with an original maturity of thirteen months or less and reflect both on the likelihood of a default or impairment on contractual financial obligations and the expected financial loss suffered in the event of default or impairment.
Moody’s employs the following designations to indicate the relative repayment ability of rated issuers:
“P-1” – Issuers (or supporting institutions) rated Prime-1 reflect a superior ability to repay short-term obligations.
“P-2” – Issuers (or supporting institutions) rated Prime-2 reflect a strong ability to repay short-term obligations.
“P-3” – Issuers (or supporting institutions) rated Prime-3 reflect an acceptable ability to repay short-term obligations.
“NP” – Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.
“NR” – Is assigned to an unrated issuer, obligation and/or program.
Fitch, Inc. / Fitch Ratings Ltd. (“Fitch”) short-term issuer or obligation rating is based in all cases on the short-term vulnerability to default of the rated entity and relates to the capacity to meet financial obligations in accordance with the documentation governing the relevant obligation. Short-term deposit ratings may be adjusted for loss severity. Short-term ratings are assigned to obligations whose initial maturity is viewed as “short-term” based on market convention.1 Typically, this means up to 13 months for corporate, sovereign, and structured obligations and up to 36 months for obligations in U.S. public finance markets. The following summarizes the rating categories used by Fitch for short-term obligations:
1 A long-term rating can also be used to rate an issue with short maturity.
A-1
“F1” – Securities possess the highest short-term credit quality. This designation indicates the strongest intrinsic capacity for timely payment of financial commitments; may have an added “+” to denote any exceptionally strong credit feature.
“F2” – Securities possess good short-term credit quality. This designation indicates good intrinsic capacity for timely payment of financial commitments.
“F3” – Securities possess fair short-term credit quality. This designation indicates that the intrinsic capacity for timely payment of financial commitments is adequate.
“B” – Securities possess speculative short-term credit quality. This designation indicates minimal capacity for timely payment of financial commitments, plus heightened vulnerability to near term adverse changes in financial and economic conditions.
“C” – Securities possess high short-term default risk. Default is a real possibility.
“RD” – Restricted default. Indicates an entity that has defaulted on one or more of its financial commitments, although it continues to meet other financial obligations. Typically applicable to entity ratings only.
“D” – Default. Indicates a broad-based default event for an entity, or the default of a short-term obligation.
“NR” – Is assigned to an issue of a rated issuer that are not and have not been rated.
The Morningstar® DBRS Ratings Limited (“Morningstar DBRS”) short-term obligation ratings provide Morningstar DBRS’s opinion on the risk that an issuer will not meet its short-term financial obligations in a timely manner. The obligations rated in this category typically have a term of shorter than one year. The R-1 and R-2 rating categories are further denoted by the subcategories “(high)”, “(middle)”, and “(low)”.
The following summarizes the ratings used by Morningstar DBRS for commercial paper and short-term debt:
“R-1 (high)” - Short-term debt rated “R-1 (high)” is of the highest credit quality. The capacity for the payment of short-term financial obligations as they fall due is exceptionally high. Unlikely to be adversely affected by future events.
“R-1 (middle)” – Short-term debt rated “R-1 (middle)” is of superior credit quality. The capacity for the payment of short-term financial obligations as they fall due is very high. Differs from “R-1 (high)” by a relatively modest degree. Unlikely to be significantly vulnerable to future events.
“R-1 (low)” – Short-term debt rated “R-1 (low)” is of good credit quality. The capacity for the payment of short-term financial obligations as they fall due is substantial. Overall strength is not as favorable as higher rating categories. May be vulnerable to future events, but qualifying negative factors are considered manageable.
“R-2 (high)” – Short-term debt rated “R-2 (high)” is considered to be at the upper end of adequate credit quality. The capacity for the payment of short-term financial obligations as they fall due is acceptable. May be vulnerable to future events.
“R-2 (middle)” – Short-term debt rated “R-2 (middle)” is considered to be of adequate credit quality. The capacity for the payment of short-term financial obligations as they fall due is acceptable. May be vulnerable to future events or may be exposed to other factors that could reduce credit quality.
“R-2 (low)” – Short-term debt rated “R-2 (low)” is considered to be at the lower end of adequate credit quality. The capacity for the payment of short-term financial obligations as they fall due is acceptable. May be vulnerable to future events. A number of challenges are present that could affect the issuer’s ability to meet such obligations.
“R-3” – Short-term debt rated “R-3” is considered to be at the lowest end of adequate credit quality. There is a capacity for the payment of short-term financial obligations as they fall due. May be vulnerable to future events, and the certainty of meeting such obligations could be impacted by a variety of developments.
“R-4” – Short-term debt rated “R-4” is considered to be of speculative credit quality. The capacity for the payment of short-term financial obligations as they fall due is uncertain.
“R-5” – Short-term debt rated “R-5” is considered to be of highly speculative credit quality. There is a high level of uncertainty as to the capacity to meet short-term financial obligations as they fall due.
“D” – A downgrade to “D” may occur when the issuer has filed under any applicable bankruptcy, insolvency or winding-up statute, or there is a failure to satisfy an obligation after the exhaustion of grace periods. Morningstar DBRS may also use “SD” (Selective Default) in cases where only some securities are impacted, such as the case of a “distressed exchange”.
Long-Term Issue Credit Ratings
The following summarizes the ratings used by S&P Global Ratings for long-term issues:
A-2
“AAA” – An obligation rated “AAA” has the highest rating assigned by S&P Global Ratings. The obligor’s capacity to meet its financial commitments on the obligation is extremely strong.
“AA” – An obligation rated “AA” differs from the highest-rated obligations only to a small degree. The obligor’s capacity to meet its financial commitments on the obligation is very strong.
“A” – An obligation rated “A” is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligor’s capacity to meet its financial commitments on the obligation is still strong.
“BBB” – An obligation rated “BBB” exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to weaken the obligor’s capacity to meet its financial commitments on the obligation.
“BB,” “B,” “CCC,” “CC” and “C” – Obligations rated “BB,” “B,” “CCC,” “CC” and “C” are regarded as having significant speculative characteristics. “BB” indicates the least degree of speculation and “C” the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposure to adverse conditions.
“BB” – An obligation rated “BB” is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions that could lead to the obligor’s inadequate capacity to meet its financial commitments on the obligation.
“B” – An obligation rated “B” is more vulnerable to nonpayment than obligations rated “BB”, but the obligor currently has the capacity to meet its financial commitments on the obligation. Adverse business, financial, or economic conditions will likely impair the obligor’s capacity or willingness to meet its financial commitments on the obligation.
“CCC” – An obligation rated “CCC” is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitments on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitments on the obligation.
“CC” – An obligation rated “CC” is currently highly vulnerable to nonpayment. The “CC” rating is used when a default has not yet occurred but S&P Global Ratings expects default to be a virtual certainty, regardless of the anticipated time to default.
“C” – An obligation rated “C” is currently highly vulnerable to nonpayment, and the obligation is expected to have lower relative seniority or lower ultimate recovery compared with obligations that are rated higher.
“D” – An obligation rated “D” is in default or in breach of an imputed promise. For non-hybrid capital instruments, the “D” rating category is used when payments on an obligation are not made on the date due, unless S&P Global Ratings believes that such payments will be made within the next five business days in the absence of a stated grace period or within the earlier of the stated grace period or the next 30 calendar days. The “D” rating also will be used upon the filing of a bankruptcy petition or the taking of similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions. A rating on an obligation is lowered to “D” if it is subject to a distressed debt restructuring
Plus (+) or minus (-) – Ratings from “AA” to “CCC” may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the rating categories.
“NR” – This indicates that a rating has not been assigned, or is no longer assigned.
Local Currency and Foreign Currency Ratings - S&P Global Ratings’ issuer credit ratings make a distinction between foreign currency ratings and local currency ratings. A foreign currency rating on an issuer can differ from the local currency rating on it when the obligor has a different capacity to meet its obligations denominated in its local currency, versus obligations denominated in a foreign currency.
Moody’s long-term ratings are forward-looking opinions of the relative credit risks of financial obligations with an original maturity of eleven months or more. Such ratings reflect both on the likelihood of default or impairment on contractual financial obligations and the expected financial loss suffered in the event of default or impairment. The following summarizes the ratings used by Moody’s for long-term debt:
“Aaa” – Obligations rated “Aaa” are judged to be of the highest quality, subject to the lowest level of credit risk.
“Aa” – Obligations rated “Aa” are judged to be of high quality and are subject to very low credit risk.
“A” – Obligations rated “A” are judged to be upper-medium grade and are subject to low credit risk.
“Baa” – Obligations rated “Baa” are judged to be medium-grade and subject to moderate credit risk and as such may possess certain speculative characteristics.
“Ba” – Obligations rated “Ba” are judged to be speculative and are subject to substantial credit risk.
A-3
“B” – Obligations rated “B” are considered speculative and are subject to high credit risk.
“Caa” – Obligations rated “Caa” are judged to be speculative of poor standing and are subject to very high credit risk.
“Ca” – Obligations rated “Ca” are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.
“C” – Obligations rated “C” are the lowest rated and are typically in default, with little prospect for recovery of principal or interest.
Note: Moody’s appends numerical modifiers 1, 2, and 3 to each generic rating classification from “Aa” through “Caa.” The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category.
“NR” – Is assigned to unrated obligations, obligation and/or program.
The following summarizes long-term ratings used by Fitch:
“AAA” – Securities considered to be of the highest credit quality. “AAA” ratings denote the lowest expectation of credit risk. They are assigned only in cases of exceptionally strong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events.
“AA” – Securities considered to be of very high credit quality. “AA” ratings denote expectations of very low credit risk. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.
“A” – Securities considered to be of high credit quality. “A” ratings denote expectations of low credit risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings.
“BBB” – Securities considered to be of good credit quality. “BBB” ratings indicate that expectations of credit risk are currently low. The capacity for payment of financial commitments is considered adequate, but adverse business or economic conditions are more likely to impair this capacity.
“BB” – Securities considered to be speculative. “BB” ratings indicates an elevated vulnerability to credit risk, particularly in the event of adverse changes in business or economic conditions over time; however, business or financial alternatives may be available to allow financial commitments to be met.
“B” – Securities considered to be highly speculative. “B” ratings indicate that material credit risk is present
“CCC” – A “CCC” rating indicates that substantial credit risk is present.
“CC” – A “CC” rating indicates very high levels of credit risk.
“C” – A “C” rating indicates exceptionally high levels of credit risk.
Defaulted obligations typically are not assigned “RD” or “D” ratings but are instead rated in the “CCC” to “C” rating categories, depending on their recovery prospects and other relevant characteristics. Fitch believes that this approach better aligns obligations that have comparable overall expected loss but varying vulnerability to default and loss.
Plus (+) or minus (-) may be appended to a rating to denote relative status within major rating categories. Such suffixes are not added to the “AAA” obligation rating category, or to corporate finance obligation ratings in the categories below “CCC”.
“NR” – Is assigned to an unrated issue of a rated issuer.
The Morningstar DBRS long-term obligation ratings provide Morningstar DBRS’s opinion on the risk that investors may not be repaid in accordance with the terms under which the long-term obligation was issued. The obligations rated in this category typically have a term of one year or longer. All rating categories from AA to CCC contain subcategories “(high)” and “(low)”. The absence of either a “(high)” or “(low)” designation indicates the rating is in the middle of the category. The following summarizes the ratings used by Morningstar DBRS for long-term debt:
“AAA” – Long-term debt rated “AAA” is of the highest credit quality. The capacity for the payment of financial obligations is exceptionally high and unlikely to be adversely affected by future events.
“AA” – Long-term debt rated “AA” is of superior credit quality. The capacity for the payment of financial obligations is considered high. Credit quality differs from “AAA” only to a small degree. Unlikely to be significantly vulnerable to future events.
“A” – Long-term debt rated “A” is of good credit quality. The capacity for the payment of financial obligations is substantial, but of lesser credit quality than “AA.” May be vulnerable to future events, but qualifying negative factors are considered manageable.
A-4
“BBB” – Long-term debt rated “BBB” is of adequate credit quality. The capacity for the payment of financial obligations is considered acceptable. May be vulnerable to future events.
“BB” – Long-term debt rated “BB” is of speculative, non-investment grade credit quality. The capacity for the payment of financial obligations is uncertain. Vulnerable to future events.
“B” – Long-term debt rated “B” is of highly speculative credit quality. There is a high level of uncertainty as to the capacity to meet financial obligations.
“CCC”, “CC” and “C” – Long-term debt rated in any of these categories is of very highly speculative credit quality. In danger of defaulting on financial obligations. There is little difference between these three categories, although “CC” and “C” ratings are normally applied to obligations that are seen as highly likely to default or subordinated to obligations rated in the “CCC” to “B” range. Obligations in respect of which default has not technically taken place but is considered inevitable may be rated in the “C” category.
“D” – A downgrade to “D” may occur when the issuer has filed under any applicable bankruptcy, insolvency or winding up statute or there is a failure to satisfy an obligation after the exhaustion of grace periods. Morningstar DBRS may also use “SD” (Selective Default) in cases where only some securities are impacted, such as the case of a “distressed exchange”.
Municipal Note Ratings
An S&P Global Ratings U.S. municipal note rating reflects S&P Global Ratings’ opinion about the liquidity factors and market access risks unique to the notes. Notes due in three years or less will likely receive a note rating. Notes with an original maturity of more than three years will most likely receive a long-term debt rating. In determining which type of rating, if any, to assign, S&P Global Ratings’ analysis will review the following considerations:
• Amortization schedule - the larger the final maturity relative to other maturities, the more likely it will be treated as a note; and
• Source of payment - the more dependent the issue is on the market for its refinancing, the more likely it will be treated as a note.
Municipal Short-Term Note rating symbols are as follows:
“SP-1” – A municipal note rated “SP-1” exhibits a strong capacity to pay principal and interest. An issue determined to possess a very strong capacity to pay debt service is given a plus (+) designation.
“SP-2” – A municipal note rated “SP-2” exhibits a satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the term of the notes.
“SP-3” – A municipal note rated “SP-3” exhibits a speculative capacity to pay principal and interest.
“D” – This rating is assigned upon failure to pay the note when due, completion of a distressed debt restructuring, or the filing of a bankruptcy petition or the taking of similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions.
Moody’s uses the global short-term Prime rating scale (listed above under Short-Term Credit Ratings) for commercial paper issued by U.S. municipalities and nonprofits. These commercial paper programs may be backed by external letters of credit or liquidity facilities, or by an issuer’s self-liquidity.
For other short-term municipal obligations, Moody’s uses one of two other short-term rating scales, the Municipal Investment Grade (“MIG”) and Variable Municipal Investment Grade (“VMIG”) scales provided below.
Moody’s uses the MIG scale for U.S. municipal cash flow notes, bond anticipation notes and certain other short-term obligations, which typically mature in three years or less.
MIG Scale
“MIG-1” – This designation denotes superior credit quality. Excellent protection is afforded by established cash flows, highly reliable liquidity support, or demonstrated broad-based access to the market for refinancing.
“MIG-2” – This designation denotes strong credit quality. Margins of protection are ample, although not as large as in the preceding group.
“MIG-3” – This designation denotes acceptable credit quality. Liquidity and cash-flow protection may be narrow, and market access for refinancing is likely to be less well-established.
“SG” – This designation denotes speculative-grade credit quality. Debt instruments in this category may lack sufficient margins of protection.
A-5
“NR” – Is assigned to an unrated obligation, obligation and/or program.
In the case of variable rate demand obligations (“VRDOs”), Moody’s assigns both a long-term rating and a short-term payment obligation rating. The long-term rating addresses the issuer’s ability to meet scheduled principal and interest payments. The short-term payment obligation rating addresses the ability of the issuer or the liquidity provider to meet any purchase price payment obligation resulting from optional tenders (“on demand”) and/or mandatory tenders of the VRDO. The short-term payment obligation rating uses the VMIG scale. Transitions of VMIG ratings with conditional liquidity support differ from transitions of Prime ratings reflecting the risk that external liquidity support will terminate if the issuer’s long-term rating drops below investment grade.
Moody’s typically assigns the VMIG rating if the frequency of the payment obligation is less than every three years. If the frequency of the payment obligation is less than three years but the obligation is payable only with remarketing proceeds, the VMIG short-term rating is not assigned and it is denoted as “NR”.
“VMIG-1” – This designation denotes superior credit quality. Excellent protection is afforded by the superior short-term credit strength of the liquidity provider and structural and legal protections.
“VMIG-2” – This designation denotes strong credit quality. Good protection is afforded by the strong short-term credit strength of the liquidity provider and structural and legal protections.
“VMIG-3” – This designation denotes acceptable credit quality. Adequate protection is afforded by the satisfactory short-term credit strength of the liquidity provider and structural and legal protections.
“SG” – This designation denotes speculative-grade credit quality. Demand features rated in this category may be supported by a liquidity provider that does not have a sufficiently strong short-term rating or may lack the structural and/or legal protections.
“NR” – Is assigned to an unrated obligation, obligation and/or program.
About Credit Ratings
An S&P Global Ratings issue credit rating is a forward-looking opinion about the creditworthiness of an obligor with respect to a specific financial obligation, a specific class of financial obligations, or a specific financial program (including ratings on medium-term note programs and commercial paper programs). It takes into consideration the creditworthiness of guarantors, insurers, or other forms of credit enhancement on the obligation and takes into account the currency in which the obligation is denominated. The opinion reflects S&P Global Ratings’ view of the obligor’s capacity and willingness to meet its financial commitments as they come due, and this opinion may assess terms, such as collateral security and subordination, which could affect ultimate payment in the event of default.
Ratings assigned on Moody’s global long-term and short-term rating scales are forward-looking opinions of the relative credit risks of financial obligations issued by non-financial corporates, financial institutions, structured finance vehicles, project finance vehicles, and public sector entities.
Fitch’s credit ratings are forward-looking opinions on the relative ability of an entity or obligation to meet financial commitments. Issuer Default Ratings (IDRs) are assigned to corporations, sovereign entities, financial institutions such as banks, leasing companies and insurers, and public finance entities (local and regional governments). Issue-level ratings are also assigned and often include an expectation of recovery, which may be notched above or below the issuer-level rating. Issue ratings are assigned to secured and unsecured debt securities, loans, preferred stock and other instruments. Credit ratings are indications of the likelihood of repayment in accordance with the terms of the issuance. In limited cases, Fitch may include additional considerations (i.e., rate to a higher or lower standard than that implied in the obligation’s documentation).
Morningstar DBRS offers independent, transparent, and innovative credit analysis to the market. Credit ratings are forward-looking opinions about credit risk that reflect the creditworthiness of an issuer, rated entity, security and/or obligation based on Morningstar DBRS’s quantitative and qualitative analysis in accordance with applicable methodologies and criteria. They are meant to provide opinions on relative measures of risk and are not based on expectations of, or meant to predict, any specific default probability. Credit ratings are not statements of fact. Morningstar DBRS issues credit ratings using one or more categories, such as public, private, provisional, final(ized), solicited, or unsolicited. From time to time, credit ratings may also be subject to trends, placed under review, or discontinued. Morningstar DBRS credit ratings are determined by credit rating committees.
A-6
PART C: OTHER INFORMATION
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(93) |
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(94) |
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(95) |
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(96) |
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(97) |
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(98) |
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(99) |
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(100) |
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(101) |
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(102) |
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(103) |
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(104) |
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(105) |
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(106) |
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(107) |
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(108) |
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(109) |
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(110) |
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(111) |
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(112) |
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(113) |
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(114) |
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(115) |
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(116) |
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(117) |
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(118) |
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(119) |
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(120) |
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(121) |
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(122) |
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(123) |
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(124) |
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(125) |
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(126) |
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(127) |
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(128) |
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(129) |
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(130) |
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(131) |
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(132) |
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(133) |
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(134) |
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(135) |
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(136) |
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(137) |
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(138) |
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(139) |
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(140)
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| (141) | Articles Supplementary of Registrant (Motley Fool 100 Premium Income ETF, the Motley Fool 100 Tax Efficient Premium Income ETF, the Motley Fool 100 Hedged ETF, the Motley Fool 100 Yield Plus ETF, and the Motley Fool 100 Premium Income Buffer ETF) will be filed by amendment. | |
|
(b) |
|
By-Laws. |
|
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(1) |
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(c) |
|
Instruments Defining Rights of Security Holders. |
|
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(1) |
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(2) |
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(d) |
|
Investment Advisory Contracts. |
|
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(1) |
Reserved. |
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(2) |
Reserved. |
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(3) |
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(4) |
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(5) |
Reserved. |
|
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(6) |
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(7) |
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(8) |
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(9) |
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(10) |
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(11) |
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(12) |
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(13) |
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(14) |
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| |
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(15) |
Reserved. | |
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| |
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(16) |
Reserved. | |
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| |
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(17) |
||
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| |
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(18) |
||
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(a) |
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(b) |
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(19) |
||
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| |
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(20) |
||
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| |
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(21) |
Reserved. | |
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| |
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(22) |
||
|
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| |
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|
(23) |
|
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(24) |
Reserved. |
|
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|
(25) |
Reserved. |
|
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|
(26) |
Reserved. |
|
|
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|
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|
(27) |
Sub-Advisory Agreement (Adara Smaller Companies Fund) among Registrant, Altair Advisers LLC and Aperio Group, LLC will be filed by amendment. |
|
|
|
|
|
|
(28) |
|
|
|
|
|
|
|
(29) |
Reserved. |
|
|
|
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|
(30) |
|
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|
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|
(31) |
|
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|
(32) |
|
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|
(33) |
|
|
|
|
|
|
|
(34) |
Reserved. |
|
|
|
|
|
|
(35) |
Reserved. |
|
|
|
|
|
|
(36) |
Reserved. |
|
|
|
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|
(37) |
Reserved. |
|
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|
(38) |
Reserved. |
|
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|
(39) |
|
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|
(40) |
|
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(41) |
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|
(42) |
|
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|
(43) |
|
|
|
|
|
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|
(44) |
Reserved. |
|
|
|
|
|
|
(45) |
Reserved. |
|
|
|
|
|
|
(46) |
|
|
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|
(47) |
|
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|
(48) |
|
|
|
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|
(49) |
|
|
|
|
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|
(50) |
Reserved. |
|
|
|
|
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|
(51) |
Reserved. |
|
|
|
|
|
|
(52) |
Reserved. |
|
|
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|
(53) |
|
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|
|
(54) |
|
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|
(55) |
|
|
|
|
|
|
|
(56) |
Sub-Advisory Agreement (Aquarius International Fund) among Registrant, Altair Advisers, LLC and Aperio Group, LLC will be filed by amendment. |
|
|
|
|
|
|
(57) |
|
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|
(58) |
|
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|
(59) |
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|
(60) |
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|
(61) |
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|
(62) |
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|
(63) |
|
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|
(64) |
|
|
|
|
|
|
|
(65) |
|
|
|
|
|
|
|
(66) |
Reserved. |
|
|
|
|
|
|
(67) |
|
|
|
|
|
|
|
(68) |
|
|
|
|
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|
(69) |
|
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|
(70) |
|
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|
(71) |
|
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|
(72) |
|
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|
(73) |
|
|
|
|
|
|
|
(74) |
|
|
|
|
|
|
|
(75) |
Reserved. |
|
|
|
|
|
|
(76) |
Reserved. |
|
|
|
|
|
|
(77) |
Reserved. |
|
|
|
|
|
|
(78) |
Reserved. |
|
|
|
|
|
|
(79) |
|
|
|
|
|
|
|
(80) |
|
|
|
|
|
|
|
(81) |
|
|
(90) |
|
|
|
|
|
|
|
(91) |
|
|
|
|
|
|
|
(92) |
Reserved. |
|
|
|
|
|
|
(93) |
|
|
|
|
|
|
|
(94) |
|
|
|
|
|
|
|
(95) |
Reserved. |
|
|
|
|
|
|
(96) |
Reserved. |
|
|
|
|
|
|
(97) |
Reserved. |
|
|
|
|
|
|
(98) |
Reserved. |
|
|
|
|
|
|
(99) |
Reserved. |
|
|
|
|
|
|
(100) |
Reserved. |
|
|
|
|
|
|
(101) |
|
|
|
|
|
|
|
(102) |
|
|
|
|
|
|
|
(103) |
|
|
|
|
|
|
|
(104) |
|
|
|
|
|
|
|
(105) |
Reserved. |
|
|
|
|
|
|
(106) |
Reserved. |
|
|
|
|
|
|
(107) |
Reserved. |
|
|
|
|
|
|
(108) |
|
|
|
|
|
|
|
(109) |
|
|
|
|
|
|
|
(110) |
|
|
|
|
|
|
|
(111) |
|
|
|
|
|
|
|
(112) |
|
|
|
|
|
|
|
(113) |
|
|
|
|
|
|
|
(114) |
|
|
|
|
|
|
|
(115) |
|
|
|
|
|
|
|
(116) |
|
|
|
|
|
|
|
(117) |
Reserved. |
|
|
|
|
|
|
(118) |
|
|
|
|
|
|
|
(119) |
|
|
|
|
|
|
|
(120) |
|
|
|
|
|
|
|
(121) |
|
|
|
|
|
|
|
(122) |
|
|
|
|
|
|
|
(123) |
|
|
|
|
|
|
|
(124) |
|
|
|
|
|
|
|
(125) |
|
|
|
|
|
|
|
(126) |
|
|
|
|
|
|
|
(127) |
|
|
|
|
|
|
|
(128) |
|
|
|
|
|
|
|
(129) |
|
|
|
|
|
|
|
(130) |
|
|
|
|
|
|
|
(131) |
|
|
|
|
|
|
|
(132) |
|
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|
|
|
|
|
|
|
|
|
|
|
|
(133) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(134) |
|
|
|
|
|
|
|
(135) |
|
|
|
|
|
|
|
(136) |
|
|
|
|
|
|
|
(137) |
|
|
|
|
|
|
|
(138) |
|
|
|
|
|
|
|
(139) |
|
|
|
|
|
|
|
(140) |
|
|
|
|
|
|
|
(141) |
|
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|
|
(142) |
|
|
|
|
|
|
|
(143) |
|
|
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|
|
|
|
(144) |
|
|
|
|
|
|
|
(145) |
|
|
|
|
|
|
|
(146) |
|
|
|
| |
|
|
(147)
|
||
| (148) | Investment Advisory Agreement (Motley Fool 100 Premium Income ETF, the Motley Fool 100 Tax Efficient Premium Income ETF, the Motley Fool 100 Hedged ETF, the Motley Fool 100 Yield Plus ETF, and the Motley Fool 100 Premium Income Buffer ETF) will be filed by amendment. | ||
| (149) | Investment Sub-Advisory Agreement (Motley Fool 100 Premium Income ETF, the Motley Fool 100 Tax Efficient Premium Income ETF, the Motley Fool 100 Hedged ETF, the Motley Fool 100 Yield Plus ETF, and the Motley Fool 100 Premium Income Buffer ETF) will be filed by amendment. | ||
|
|
|
| |
|
(e) |
|
Underwriting Contracts. | |
|
|
|
| |
|
|
(1) |
||
|
|
|
| |
|
|
(2) |
||
|
|
|
|
|
|
|
|
(a) |
|
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|
(b) |
|
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|
|
(c) |
|
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|
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|
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|
|
(d) |
|
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|
|
(e) |
|
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|
|
(f) |
|
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|
|
|
|
(g) |
|
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|
|
|
|
|
|
(h) |
|
|
|
|
|
|
|
|
|
(i) |
|
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|
|
|
|
|
|
|
(j) |
|
|
|
|
|
|
|
|
|
(k) |
Eleventh Amendment to the ETF Distribution Agreement (F/m Compoundr Ultrashort Treasury ETF, F/m Compoundr Intermediate Treasury ETF, F/m Compoundr Long Treasury ETF, F/m Accumulator Ultrashort U.S. Treasury Fund, F/m Accumulator Intermediate U.S. Treasury Fund, F/m Accumulator Long-Term U.S. Treasury Fund, F/m Accumulator TIPS Fund, F/m Accumulator BDC Fund, F/m Accumulator Mortgage REIT Fund, F/m Accumulator Equity REIT Fund, F/m Accumulator High Dividend Payers Fund, F/m Accumulator High Dividend Payers Growth Fund) between Registrant and Quasar Distributors, LLC will be filed by amendment. |
|
|
|
|
|
|
|
(3) |
||
|
|
|
|
|
|
|
|
(a) |
|
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|
(b) |
|
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|
|
|
|
|
(c) |
|
|
|
|
|
|
|
|
|
(d) |
|
|
|
|
|
|
|
|
|
(e) |
|
|
|
|
|
|
|
|
(4) |
||
|
|
|
| |
|
(f) |
|
Bonus or Profit Sharing Contracts. | |
|
|
|
| |
|
|
(1) |
||
|
|
|
| |
|
|
(2) |
||
|
|
|
| |
|
(g) |
|
Custodian Agreement. | |
|
|
|
| |
|
|
(1) |
||
|
|
|
| |
|
|
(2) |
||
|
|
|
| |
|
|
(3) |
||
|
|
|
| |
|
|
(4) |
||
|
|
|
| |
|
|
(5) |
||
|
|
|
| |
|
|
(6) |
||
|
|
|
| |
|
|
(7) |
||
|
|
|
|
|
|
(8) |
|
|
|
|
|
|
|
(9) |
|
|
|
|
|
|
|
(10) |
|
|
|
|
|
|
|
(11) |
|
|
|
|
|
|
|
(12) |
|
|
|
|
|
|
|
(13) |
|
|
|
|
|
|
|
(14) |
|
|
|
|
|
|
|
(15) |
|
|
|
|
|
|
|
(16) |
|
|
|
|
|
|
|
(17) |
|
|
|
|
|
|
|
(18) |
|
|
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|
|
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|
(19) |
|
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|
|
|
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|
(20) |
|
|
|
|
|
|
|
(21) |
|
|
|
|
|
|
|
(22) |
|
|
|
|
|
|
|
(23) |
|
|
|
|
|
|
|
(24) |
Twenty-Third Amendment to the Amended and Restated Custody Agreement between Registrant and U.S. Bank National Association will be filed by amendment. |
|
|
|
|
|
(h) |
|
Other Material Contracts. |
|
|
|
|
|
|
(1) |
|
|
|
|
|
|
|
(2) |
|
|
|
|
|
|
|
(3) |
|
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|
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|
|
|
(4) |
|
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|
|
|
|
|
(5) |
|
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|
|
|
|
|
(6) |
|
|
|
|
|
|
|
(7) |
|
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|
|
|
|
|
(8) |
|
|
|
|
|
|
|
(9) |
|
|
|
|
|
|
|
(10) |
|
|
|
|
|
|
|
(11) |
|
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|
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|
(12) |
|
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|
|
|
|
(13) |
|
|
|
|
|
|
|
(14) |
|
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|
|
|
(15) |
|
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|
|
|
|
|
(16) |
|
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|
|
|
|
|
(17) |
|
|
|
|
|
|
|
(18) |
|
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|
|
|
(19) |
|
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|
(20) |
|
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|
|
|
|
|
(21) |
|
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|
|
|
|
(22) |
|
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|
|
|
(23) |
|
|
|
|
|
|
|
(24) |
|
|
|
|
|
|
|
(25) |
|
|
|
|
|
|
|
(26) |
|
|
|
|
|
|
|
(27) |
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(28) |
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(29) |
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(30) |
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(31) |
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(32) |
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(33) |
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(34) |
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(35) |
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(36) |
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(37) |
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(38) |
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(39) |
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(40) |
Reserved. |
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(41) |
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(42) |
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(43) |
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(44) |
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(45) |
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(46) |
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(47) |
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(48) |
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(49) |
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(50) |
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(51) |
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(52) |
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(53) |
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(54) |
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(55) |
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(56) |
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(57) |
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(58) |
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(59) |
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(60) |
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(61) |
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(62) |
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(63) |
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(64) |
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(65) |
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(66) |
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(67) |
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(68) |
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(69) |
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(70) |
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(71) |
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(72) |
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(73) |
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(74) |
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(75) |
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(76) |
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(77) |
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(78) |
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(79) |
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(80) |
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(81) |
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(82) |
Twenty-fifth Amendment to the Amended and Restated Fund Accounting Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC will be filed by amendment. |
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(83) |
Twenty-fifth Amendment to the Amended and Restated Fund Administration Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC will be filed by amendment. |
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(84) |
Twenty-third Amendment to the Amended and Restated Transfer Agent Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC will be filed by amendment. |
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(i) |
(1) |
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(2) |
Opinion of Counsel will be filed by amendment. |
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(j) |
(1) |
Not applicable. |
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(k) |
|
None. |
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(l) |
|
Initial Capital Agreements. |
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(1) |
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(2) |
Subscription Agreement between Registrant and Planco Financial Services, Inc., relating to Classes O and P is incorporated herein by reference to Post-Effective Amendment No. 5 to the Registrant’s Registration Statement (No. 33-20827) filed on December 14, 1990. (P) |
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(3) |
Subscription Agreement between Registrant and Planco Financial Services, Inc., relating to Class Q is incorporated herein by reference to Post-Effective Amendment No. 5 to the Registrant’s Registration Statement (No. 33-20827) filed on December 14, 1990. (P) |
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(4) |
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(5) |
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(6) |
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(7) |
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(8) |
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(11) |
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(12) |
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(13) |
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(14) |
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(15) |
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(16) |
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(17) |
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(18) |
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(19) |
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(20) |
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(21) |
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(22) |
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(23) |
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(24) |
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(25) |
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(26) |
Reserved. |
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(27) |
Reserved. |
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(28) |
Reserved. |
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(29) |
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(30) |
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(31) |
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(32) |
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(33) |
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(34) |
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(35) |
Reserved. |
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(36) |
Reserved. |
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(37) |
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(38) |
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(39) |
Reserved. |
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(40) |
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(41) |
Reserved. |
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(42) |
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(43) |
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(44) |
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(45) |
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(46) |
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(47) |
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(48) |
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(49) |
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(50) |
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(51) |
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(52) |
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(53) |
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(54) |
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(55) |
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(56) |
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(57) |
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(58) |
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(59) |
Purchase Agreement (F/m Yield Curve Steepening Strategy ETF, F/m Yield Curve Flattening Strategy ETF, F/m Rising Interest Rates Strategy ETF, F/m Falling Interest Rates Strategy ETF, F/m U.S. Treasury 3 Month Bill Institutional ETF, F/m Long-Term Treasury Inflation-Protected Security (TIPS) ETF, F/m Small Cap Core ETF, F/m Small Cap Growth ETF, and F/m SMID Equity ETF ) will be filed by amendment. |
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(60) |
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(61) |
Purchase Agreement (Emerald Banking & Finance Evolution Fund and Emerald Growth Fund) between Registrant and Emerald Mutual Fund Advisers Trust will be filed by amendment. |
|
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(62) |
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(63) |
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(64) |
Purchase Agreement (Motley Fool Crowdsource ETF, Motley Fool Enhanced Income ETF, Motley Fool International Opportunities ETF, Motley Fool Large Cap Growth ETF, Motley Fool Multi-Factor ETF, Motley Fool Smart Volatility Factor ETF, Motley Fool 100 Equal Weight ETF, Motley Fool Next Equal Weight ETF, Motley Fool 100 Minimum Volatility ETF, Motley Fool Next Minimum Volatility ETF, Motley Fool Rising 100 ETF, and Motley Fool Rising 100 Minimum Volatility ETF ) between Registrant and Motley Fool Asset Management, LLC will be filed by amendment. |
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(65) |
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(66) |
Reserved. |
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(67) |
|
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(68) |
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(69) |
Purchase Agreement (F/m Compoundr Intermediate Treasury ETF, F/m Compoundr Long Treasury ETF) between Registrant and F/m Investments LLC will be filed by amendment. |
|
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|
(70) |
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(71)
|
Purchase Agreement (F/m Accumulator Intermediate U.S. Treasury Fund, F/m Accumulator Long-Term U.S. Treasury Fund, F/m Accumulator TIPS Fund, F/m Accumulator BDC Fund, F/m Accumulator Mortgage REIT Fund, F/m Accumulator Equity REIT Fund, F/m Accumulator High Dividend Payers Fund, F/m Accumulator High Dividend Payers Growth Fund) between Registrant and F/m Investment LLC will be filed by amendment. |
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|
| (72) | Purchase Agreement (Motley Fool 100 Premium Income ETF, the Motley Fool 100 Tax Efficient Premium Income ETF, the Motley Fool 100 Hedged ETF, the Motley Fool 100 Yield Plus ETF, and the Motley Fool 100 Premium Income Buffer ETF) will be filed by amendment. | |
|
(m) |
|
Rule 12b-1 Plan. |
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(1) |
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(2) |
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(3) |
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(4) |
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(5) |
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(6) |
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(7) |
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(8) |
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(9) |
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(10) |
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(11) |
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(12) |
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(13) |
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(14) |
|
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|
(15) |
|
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|
(16) |
Reserved |
|
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|
(17) |
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|
(18) |
|
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|
(19) |
Reserved. |
|
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|
|
(20) |
Reserved. |
|
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|
(21) |
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|
(22) |
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(23) |
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(24) |
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(25) |
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|
(26) |
|
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|
(27) |
|
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|
|
(28) |
Reserved. |
|
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|
|
|
(29) |
Plan of Distribution pursuant to Rule 12b-1 (Oakhurst Fixed Income Fund – Retail Shares) will be filed by amendment. |
|
|
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|
(30) |
|
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|
(31) |
|
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|
(32) |
|
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|
(33) |
|
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|
(34) |
|
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|
(35) |
|
|
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|
(36) |
|
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|
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|
|
(n) |
|
Rule 18f-3 Plan. |
|
|
|
|
|
|
(1) |
Amended Rule 18f-3 Plan will be filed by amendment. |
|
|
|
|
|
(o) |
|
Reserved. |
|
|
|
|
|
(p) |
|
Code of Ethics. |
|
|
|
|
|
|
(1) |
|
|
|
|
|
|
|
(2) |
Code of Ethics of Boston Partners Global Investors, Inc. is filed herewith. |
|
|
|
|
|
|
(3) |
|
|
|
|
|
|
|
(4) |
|
|
|
|
|
|
|
(5) |
Code of Ethics of Summit Global Investments, LLC is filed herewith. |
|
|
|
|
|
|
(6) |
|
|
|
|
|
|
|
(7) |
|
|
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|
|
(8) |
|
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|
(9) |
|
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|
(10) |
|
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|
|
(11) |
|
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|
|
|
|
(12) |
|
|
|
|
|
|
|
(13) |
Code of Ethics of Campbell & Company Investment Adviser LLC is filed herewith. |
|
|
|
|
|
|
(14) |
|
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|
(15) |
|
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|
(16) |
|
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|
(17) |
|
|
|
|
|
|
|
(18) |
Code of Ethics of Emerald Mutual Fund Advisers Trust is filed herewith. |
|
|
|
|
|
|
(19)
|
|
| (20) | Code of Ethics of [Sub-Adviser] will be filed by amendment. |
|
Item 29. |
PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT |
None.
|
Item 30. |
INDEMNIFICATION |
Sections 1, 2, 3 and 4 of Article VIII of Registrant’s Articles of Incorporation, as amended, incorporated herein by reference as Exhibits (a)(1) and (a)(3), provide as follows:
Section 1. To the fullest extent that limitations on the liability of directors and officers are permitted by the Maryland General Corporation Law, no director or officer of the Corporation shall have any liability to the Corporation or its shareholders for damages. This limitation on liability applies to events occurring at the time a person serves as a director or officer of the Corporation whether or not such person is a director or officer at the time of any proceeding in which liability is asserted.
Section 2. The Corporation shall indemnify and advance expenses to its currently acting and its former directors to the fullest extent that indemnification of directors is permitted by the Maryland General Corporation Law. The Corporation shall indemnify and advance expenses to its officers to the same extent as its directors and to such further extent as is consistent with law. The Board of Directors may by law, resolution or agreement make further provision for indemnification of directors, officers, employees and agents to the fullest extent permitted by the Maryland General Corporation law.
Section 3. No provision of this Article shall be effective to protect or purport to protect any director or officer of the Corporation against any liability to the Corporation or its security holders to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office.
Section 4. References to the Maryland General Corporation Law in this Article are to the law as from time to time amended. No further amendment to the Articles of Incorporation of the Corporation shall decrease, but may expand, any right of any person under this Article based on any event, omission or proceeding prior to such amendment. Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of Registrant pursuant to the foregoing provisions, or otherwise, Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Registrant of expenses incurred or paid by a director, officer or controlling person of Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
Section 12 of the Investment Advisory Agreement between Registrant and Boston Partners Global Investors, Inc. (“Boston Partners”) (f/k/a Robeco Investment Management, Inc.), incorporated herein by reference to exhibit (d)(9), provides for the indemnification of Boston Partners against certain losses.
Section 12 of each of the Investment Advisory Agreements between the Registrant and Matson Money, Inc. (f/k/a Abundance Technologies, Inc.), (“Matson Money”) incorporated herein by reference as exhibits (d)(3) and (d)(39) provides for the indemnification of Matson Money against certain losses.
Section 12 of each of the Investment Advisory Agreements between the Registrant and Summit Global Investments, LLC (“SGI”) incorporated herein by reference as exhibits (d)(7), (d)(11), (d)(81), (d)(86), (d)(102), (d)(111), (d)(122), (d)(125), and (d)(130) provides for the indemnification of SGI against certain losses.
Section 12 of each of the Investment Advisory Agreements with Abbey Capital Limited (“Abbey Capital”) incorporated herein by reference as exhibits (d)(13), (d)(60) and (d)(61) provides for the indemnification of Abbey Capital against certain losses.
Section 13 of each of the Investment Advisory Agreements with Abbey Capital incorporated herein by reference as exhibits (d)(14) and (d)(71) provides for the indemnification of Abbey Capital against certain losses.
Section 12 of each of the Investment Advisory Agreements between the Registrant and Altair Advisers LLC (“Altair”) incorporated herein by reference as exhibits (d)(23) and (d)(55) provide for indemnification of Altair against certain losses.
Section 12 of each of the Investment Advisory Agreements between the Registrant and Campbell & Company Investment Adviser LLC (“CCIA”) incorporated herein by reference as exhibits (d)(46) and (d)(47) provide for indemnification of CCIA against certain losses.
Section 12 of each of the Investment Advisory Agreements between the Registrant and Motley Fool Asset Management, LLC (“Motley Fool”) incorporated herein by reference to exhibits (d)(54), (d)(73), (d)(104), (d)(109), and (d)(140) provides for indemnification of Motley Fool against certain losses.
Section 12 of the Investment Advisory Agreement between the Registrant and F/m Investments LLC (“F/m”) incorporated herein by reference to exhibits (d)(113), (d)(115), (d)(118), (d)(120), (d)(121), (d)(127), (d)(132), (d)(133), (d)(137), (d)(139), (d)(144), and (d)(147) provide for the indemnification of F/m against certain losses.
Section 12 of the Investment Advisory Agreements between the Registrant and Emerald Mutual Fund Advisers Trust (“Emerald”) incorporated herein by reference to exhibits (d)(134) provides for indemnification of Emerald against certain losses.
Section 8 of the Distribution Agreement between Registrant and Vigilant Distributors, LLC incorporated herein by reference to exhibit (e)(1) provides for the indemnification of Vigilant Distributors, LLC against certain losses.
Section 6 of the Distribution Agreement between Registrant and Quasar Distributors, LLC incorporated herein by reference to exhibit (e)(2) provides for the indemnification of Quasar Distributors, LLC against certain losses.
Section 9 of the Distribution Agreement between Registrant and Quasar Distributors, LLC incorporated herein by reference to exhibit (e)(3) provides for the indemnification of Quasar Distributors, LLC against certain losses.
|
Item 31. |
BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISERS. |
1. Boston Partners Global Investors, Inc.
The sole business activity of Boston Partners Global Investors, Inc. (“Boston Partners”), One Beacon Street, 30th Floor, Boston, Massachusetts 02108, is to serve as an investment adviser. Boston Partners provides investment advisory services to the Boston Partners Funds and the WPG Partners Funds. Boston Partners is registered under the Investment Advisers Act of 1940 and serves as an investment adviser to domestic and foreign institutional investors, investment companies, commingled trust funds, private investment partnerships and collective investment vehicles. Below is a list of each executive officer and director of Boston Partners indicating each business, profession, vocation or employment of a substantial nature in which each such person has been engaged within the last two years, for his or her own account or in the capacity of director, officer, partner or trustee.
|
Name and Position with Boston Partners |
Other Companies |
Position With Other Companies |
|
Joseph F. Feeney, Jr. |
Boston Partners Trust Company |
Chief Investment Officer |
|
Mark E. Donovan |
|
|
|
William G. Butterly, III |
Boston Partners Securities, L.L.C. |
Chief Legal Officer |
|
|
Boston Partners Trust Company |
General Counsel, Secretary & Director |
|
|
Boston Partners (UK) Limited |
Director & Secretary |
|
Mark S. Kuzminskas |
Boston Partners Trust Company |
Director & Chief Operating Officer |
|
|
Boston Partners (UK) Limited |
Director & Chief Operating Officer |
|
Kenneth Lengieza |
|
|
|
Greg A. Varner |
Boston Partners Trust Company |
Chief Financial Officer & Treasurer |
|
|
Boston Partners (UK) Limited |
Director & Chief Financial Officer |
|
Stan H. Koyanagi |
ORIX Corporation |
Director, Managing Executive Officer and Global General Counsel |
|
|
ORIX Corporation Europe N.V. |
Director & General Counsel |
|
|
ORIX Corporation USA |
Director & General Counsel |
|
Jeffrey A. Finley |
ORIX Corporation USA |
Head of Corporate Development and Strategic Opportunities; Chief Operating Officer of ORIX Capital Partners, a subsidiary of ORIX Corporation USA |
|
Kiyoshi Habiro Director |
ORIX Corporation Europe N.V. |
ORIX Corporation Europe N.V. |
|
|
Director & Chief Executive Officer |
Director & Chief Executive Officer |
|
|
OCE Nederland B.V. |
OCE Nederland B.V. |
|
|
Director |
Director |
|
|
OCE US Holding, Inc. |
OCE US Holding, Inc. |
|
|
Director |
Director |
|
|
Canara Robeco Asset Management Company Limited |
Canara Robeco Asset Management Company Limited |
|
Gilbert O. J. Van Hassel
|
Harbor Capital Advisors, Inc. |
Director; Senior Managing Director, Group Head of ORIX USA Asset Management & Executive Chairman, ORIX Global Asset Management |
|
David G. Van Hooser |
Harbor Capital Advisors, Inc. |
Director (Chairman of the Board of Directors) |
2. Matson Money, Inc.:
The sole business activity of Matson Money, Inc. (“Matson Money”), 5955 Deerfield Blvd., Mason, Ohio 45040, is to serve as an investment adviser. Matson Money is registered under the Investment Advisers Act of 1940.
Below is a list of each executive officer and director of Matson Money indicating each business, profession, vocation or employment of a substantial nature in which each such person has been engaged within the last two years, for his or her own account or in the capacity of director, officer, partner or trustee.
|
Name and Position with Matson Money, Inc. |
Name of Other Company |
Position With Other Company |
|
Mark E. Matson |
Keep It Tight Fitness, LLC |
50% owner |
|
Mark E. Matson |
The Matson Family Foundation |
100% owner |
|
Michelle Matson |
None |
None |
|
Daniel J. List |
None |
None |
3. Summit Global Investments, LLC:
The sole business activity of Summit Global Investments, LLC (“SGI”), 620 South Main Street, Bountiful, Utah 84010, is to serve as an investment adviser. SGI is registered under the Investment Advisers Act of 1940. The only employment of a substantial nature of each of SGI’s directors and officers is with SGI.
4. Abbey Capital Limited:
Abbey Capital Limited (“Abbey Capital”), 8 St. Stephen’s Green, Dublin 2, Ireland, is registered under the Investment Advisers Act of 1940. The only employment of a substantial nature of each of Abbey Capital’s directors and officers is with Abbey Capital.
5. Altair Advisers LLC:
Altair Advisers LLC (“Altair”), 225 West Washington Street, Chicago, Illinois 60606, is registered under the Investment Advisers Act of 1940. The only employment of a substantial nature of each of Altair’s directors and officers is with Altair.
6. Campbell & Company Investment Adviser LLC:
The principal business activity of Campbell & Company Investment Adviser LLC (“CCIA”), 2850 Quarry Lake Drive, Baltimore, Maryland 21209, is to serve as an investment adviser. CCIA is registered under the Investment Advisers Act of 1940.
Below is a list of each executive officer and director of CCIA indicating each business, profession, vocation or employment of a substantial nature in which each such person has been engaged within the last two years, for his or her own account or in the capacity of director, officer, partner or trustee.
|
Name and Position with CCIA |
Name of Other Company |
Position With Other Company |
|
Dr. Kevin Cole |
Campbell & Company, LP |
Chief Executive Officer and Chief Investment Officer |
|
|
Campbell & Company, LLC |
Director and Chief Executive Officer |
|
|
Campbell Absolute Return F1 (Cayman) |
Director |
|
|
Campbell Systematic Macro Offshore Limited |
Director |
|
Thomas P. Lloyd |
Campbell & Company, LP |
General Counsel, Chief Compliance Officer, and Secretary |
|
|
Campbell & Company, LLC |
Director, General Counsel and Secretary |
|
|
Campbell Financial Services, LLC |
Director, President, Chief Compliance Officer, and Secretary |
|
|
Campbell Absolute Return F1 (Cayman) |
Director |
|
|
Campbell Systematic Macro Offshore Limited |
Director |
|
|
Campbell Offshore Fund Limited SPC |
Director |
|
John R. Radle |
Campbell & Company, LP |
Chief Operating Officer and Treasurer |
|
|
Campbell & Company, LLC |
Director and Chief Operating Officer |
|
|
Campbell Financial Services, LLC |
Director and Chief Operating Officer |
|
|
Campbell Absolute Return F1 (Cayman) |
Director |
|
|
Campbell Systematic Macro Offshore Limited |
Director |
7. Motley Fool Asset Management, LLC:
A description of any other business, profession, vocation, or employment of a substantial nature in which Motley Fool Asset Management, LLC and each director, officer, or partner of Motley Fool Asset Management, LLC is or has been engaged within the last two fiscal years for his or her own account or in the capacity of director, employee, partner or trustee, is set forth in the Form ADV of Motley Fool Asset Management, LLC, as filed with the SEC on December 23, 2025, and is incorporated herein by this reference.
8. F/m Investments LLC:
A description of any other business, profession, vocation, or employment of a substantial nature in which F/m Investments LLC and each director, officer, or partner of F/m Investments LLC is or has been engaged within the last two fiscal years for his or her own account or in the capacity of director, employee, partner or trustee, is set forth in the Form ADV of F/m Investments LLC, as filed with the SEC on April 3, 2025, and is incorporated herein by this reference.
9. Emerald Mutual Fund Advisers Trust:
A description of any other business, profession, vocation, or employment of a substantial nature in which Emerald Mutual Fund Advisers Trust and each director, officer, or partner of Emerald Mutual Fund Advisers Trust is or has been engaged within the last two fiscal years for his or her own account or in the capacity of director, employee, partner or trustee, is set forth in the Form ADV of Emerald Mutual Fund Advisers Trust, as filed with the SEC on March 25, 2025, and is incorporated herein by this reference.
|
Item 32. |
PRINCIPAL UNDERWRITER |
(a)(1) Quasar Distributors, LLC (“Quasar”) serves as principal underwriter for the following investment companies registered under the Investment Company Act of 1940, as amended:
|
1. |
Capital Advisors Growth Fund, Series of Advisors Series Trust |
|
2. |
Chase Growth Fund, Series of Advisors Series Trust |
|
3. |
Davidson Multi Cap Equity Fund, Series of Advisors Series Trust |
|
4. |
Edgar Lomax Value Fund, Series of Advisors Series Trust |
|
5. |
First Sentier American Listed Infrastructure Fund, Series of Advisors Series Trust |
|
6. |
First Sentier Global Listed Infrastructure Fund, Series of Advisors Series Trust |
|
7. |
Fort Pitt Capital Total Return Fund, Series of Advisors Series Trust |
|
8. |
Huber Large Cap Value Fund, Series of Advisors Series Trust |
|
9. |
Huber Mid Cap Value Fund, Series of Advisors Series Trust |
|
10. |
Huber Select Large Cap Value Fund, Series of Advisors Series Trust |
|
11. |
Huber Small Cap Value Fund, Series of Advisors Series Trust |
|
12. |
Logan Capital Broad Innovative Growth ETF, Series of Advisors Series Trust |
|
13. |
Medalist Partners MBS Total Return Fund, Series of Advisors Series Trust |
|
14. |
Medalist Partners Short Duration Fund, Series of Advisors Series Trust |
|
15. |
O’Shaughnessy Market Leaders Value Fund, Series of Advisors Series Trust |
|
16. |
PIA BBB Bond Fund, Series of Advisors Series Trust |
|
17. |
PIA High Yield (MACS) Fund, Series of Advisors Series Trust |
|
18. |
PIA High Yield Fund, Series of Advisors Series Trust |
|
19. |
PIA MBS Bond Fund, Series of Advisors Series Trust |
|
20. |
PIA Short-Term Securities Fund, Series of Advisors Series Trust |
|
21. |
Poplar Forest Cornerstone Fund, Series of Advisors Series Trust |
|
22. |
Poplar Forest Partners Fund, Series of Advisors Series Trust |
|
23. |
Pzena Emerging Markets Value Fund, Series of Advisors Series Trust |
|
24. |
Pzena International Small Cap Value Fund, Series of Advisors Series Trust |
|
25. |
Pzena International Value Fund, Series of Advisors Series Trust |
|
26. |
Pzena Mid Cap Value Fund, Series of Advisors Series Trust |
|
27. |
Pzena Small Cap Value Fund, Series of Advisors Series Trust |
|
28. |
Reverb ETF, Series of Advisors Series Trust |
|
29. |
Scharf Fund, Series of Advisors Series Trust |
|
30. |
Scharf Global Opportunity Fund, Series of Advisors Series Trust |
|
31. |
Scharf Multi-Asset Opportunity Fund, Series of Advisors Series Trust |
|
32. |
Shenkman Capital Floating Rate High Income Fund, Series of Advisors Series Trust |
|
33. |
Shenkman Capital Short Duration High Income Fund, Series of Advisors Series Trust |
|
34. |
VegTech Plant-based Innovation & Climate ETF, Series of Advisors Series Trust |
|
35. |
The Aegis Funds |
|
36. |
Allied Asset Advisors Funds |
|
37. |
Angel Oak Funds Trust |
|
38. |
Angel Oak Strategic Credit Fund |
|
39. |
Barrett Opportunity Fund, Inc. |
|
40. |
Brookfield Investment Funds |
|
41. |
Buffalo Funds |
|
42. |
Cushing® Mutual Funds Trust |
|
43. |
DoubleLine Funds Trust |
|
44. |
EA Series Trust (f/k/a Alpha Architect ETF Trust) |
|
45. |
Ecofin Tax-Advantaged Social Impact Fund, Inc. |
|
46. |
AAM Bahl & Gaynor Small/Mid Cap Income Growth ETF, Series of ETF Series Solutions |
|
47. |
AAM Low Duration Preferred and Income Securities ETF, Series of ETF Series Solutions |
|
48. |
AAM S&P 500 Emerging Markets High Dividend Value ETF, Series of ETF Series Solutions |
|
49. |
AAM S&P 500 High Dividend Value ETF, Series of ETF Series Solutions |
|
50. |
AAM S&P Developed Markets High Dividend Value ETF, Series of ETF Series Solutions |
|
51. |
AAM Transformers ETF, Series of ETF Series Solutions |
|
52. |
AlphaMark Actively Managed Small Cap ETF, Series of ETF Series Solutions |
|
53. |
Aptus Collared Income Opportunity ETF, Series of ETF Series Solutions |
|
54. |
Aptus Defined Risk ETF, Series of ETF Series Solutions |
|
55. |
Aptus Drawdown Managed Equity ETF, Series of ETF Series Solutions |
|
56. |
Aptus Enhanced Yield ETF, Series of ETF Series Solutions |
|
57. |
Aptus Large Cap Enhanced Yield ETF, Series of ETF Series Solutions |
|
58. |
Bahl & Gaynor Income Growth ETF, Series of ETF Series Solutions |
|
59. |
Blue Horizon BNE ETF, Series of ETF Series Solutions |
|
60. |
BTD Capital Fund, Series of ETF Series Solutions |
|
61. |
Carbon Strategy ETF, Series of ETF Series Solutions |
|
62. |
Cboe Vest 10 Year Interest Rate Hedge ETF, Series of ETF Series Solutions |
|
63. |
ClearShares OCIO ETF, Series of ETF Series Solutions |
|
64. |
ClearShares Piton Intermediate Fixed Income Fund, Series of ETF Series Solutions |
|
65. |
ClearShares Ultra-Short Maturity ETF, Series of ETF Series Solutions |
|
66. |
Distillate International Fundamental Stability & Value ETF, Series of ETF Series Solutions |
|
67. |
Distillate Small/Mid Cash Flow ETF, Series of ETF Series Solutions |
|
68. |
Distillate U.S. Fundamental Stability & Value ETF, Series of ETF Series Solutions |
|
69. |
ETFB Green SRI REITs ETF, Series of ETF Series Solutions |
|
70. |
Hoya Capital High Dividend Yield ETF, Series of ETF Series Solutions |
|
71. |
Hoya Capital Housing ETF, Series of ETF Series Solutions |
|
72. |
iBET Sports Betting & Gaming ETF, Series of ETF Series Solutions |
|
73. |
International Drawdown Managed Equity ETF, Series of ETF Series Solutions |
|
74. |
LHA Market State Alpha Seeker ETF, Series of ETF Series Solutions |
|
75. |
LHA Market State Tactical Beta ETF, Series of ETF Series Solutions |
|
76. |
LHA Market State Tactical Q ETF, Series of ETF Series Solutions |
|
77. |
LHA Risk-Managed Income ETF, Series of ETF Series Solutions |
|
78. |
Loncar Cancer Immunotherapy ETF, Series of ETF Series Solutions |
|
79. |
Loncar China BioPharma ETF, Series of ETF Series Solutions |
|
80. |
McElhenny Sheffield Managed Risk ETF, Series of ETF Series Solutions |
|
81. |
Nationwide Dow Jones® Risk-Managed Income ETF, Series of ETF Series Solutions |
|
82. |
Nationwide Nasdaq-100 Risk-Managed Income ETF, Series of ETF Series Solutions |
|
83. |
Nationwide Russell 2000® Risk-Managed Income ETF, Series of ETF Series Solutions |
|
84. |
Nationwide S&P 500® Risk-Managed Income ETF, Series of ETF Series Solutions |
|
85. |
NETLease Corporate Real Estate ETF, Series of ETF Series Solutions |
|
86. |
Opus Small Cap Value ETF, Series of ETF Series Solutions |
|
87. |
Roundhill Acquirers Deep Value ETF, Series of ETF Series Solutions |
|
88. |
The Acquirers Fund, Series of ETF Series Solutions |
|
89. |
U.S. Global GO GOLD and Precious Metal Miners ETF, Series of ETF Series Solutions |
|
90. |
U.S. Global JETS ETF, Series of ETF Series Solutions |
|
91. |
U.S. Global Sea to Sky Cargo ETF, Series of ETF Series Solutions |
|
92. |
US Vegan Climate ETF, Series of ETF Series Solutions |
|
93. |
First American Funds, Inc. |
|
94. |
FundX Investment Trust |
|
95. |
The Glenmede Fund, Inc. |
|
96. |
The Glenmede Portfolios |
|
97. |
The GoodHaven Funds Trust |
|
98. |
Harding, Loevner Funds, Inc. |
|
99. |
Hennessy Funds Trust |
|
100. |
Horizon Funds |
|
101. |
Hotchkis & Wiley Funds |
|
102. |
Intrepid Capital Management Funds Trust |
|
103. |
Jacob Funds Inc. |
|
104. |
The Jensen Quality Growth Fund Inc. |
|
105. |
Kirr, Marbach Partners Funds, Inc. |
|
106. |
Leuthold Funds, Inc. |
|
107. |
Core Alternative ETF, Series of Listed Funds Trust |
|
108. |
Wahed Dow Jones Islamic World ETF, Series of Listed Funds Trust |
|
109. |
Wahed FTSE USA Shariah ETF, Series of Listed Funds Trust |
|
110. |
LKCM Funds |
|
111. |
LoCorr Investment Trust |
|
112. |
MainGate Trust |
|
113. |
ATAC Rotation Fund, Series of Managed Portfolio Series |
|
114. |
Coho Relative Value Equity Fund, Series of Managed Portfolio Series |
|
115. |
Coho Relative Value ESG Fund, Series of Managed Portfolio Series |
|
116. |
Cove Street Capital Small Cap Value Fund, Series of Managed Portfolio Series |
|
117. |
Ecofin Global Energy Transition Fund, Series of Managed Portfolio Series |
|
118. |
Ecofin Global Renewables Infrastructure Fund, Series of Managed Portfolio Series |
|
119. |
Ecofin Global Water ESG Fund, Series of Managed Portfolio Series |
|
120. |
Ecofin Sustainable Water Fund, Series of Managed Portfolio Series |
|
121. |
Jackson Square Large-Cap Growth Fund, Series of Managed Portfolio Series |
|
122. |
Jackson Square SMID-Cap Growth Fund, Series of Managed Portfolio Series |
|
123. |
Kensington Active Advantage Fund, Series of Managed Portfolio Series |
|
124. |
Kensington Defender Fund, Series of Managed Portfolio Series |
|
125. |
Kensington Dynamic Growth Fund, Series of Managed Portfolio Series |
|
126. |
Kensington Managed Income Fund, Series of Managed Portfolio Series |
|
127. |
LK Balanced Fund, Series of Managed Portfolio Series |
|
128. |
Muhlenkamp Fund, Series of Managed Portfolio Series |
|
129. |
Nuance Concentrated Value Fund, Series of Managed Portfolio Series |
|
130. |
Nuance Concentrated Value Long Short Fund, Series of Managed Portfolio Series |
|
131. |
Nuance Mid Cap Value Fund, Series of Managed Portfolio Series |
|
132. |
Olstein All Cap Value Fund, Series of Managed Portfolio Series |
|
133. |
Olstein Strategic Opportunities Fund, Series of Managed Portfolio Series |
|
134. |
Port Street Quality Growth Fund, Series of Managed Portfolio Series |
|
135. |
Principal Street High Income Municipal Fund, Series of Managed Portfolio Series |
|
136. |
Principal Street Short Term Municipal Fund, Series of Managed Portfolio Series |
|
137. |
Reinhart Genesis PMV Fund, Series of Managed Portfolio Series |
|
138. |
Reinhart International PMV Fund, Series of Managed Portfolio Series |
|
139. |
Reinhart Mid Cap PMV Fund, Series of Managed Portfolio Series |
|
140. |
Tortoise Energy Infrastructure and Income Fund, Series of Managed Portfolio Series |
|
141. |
Tortoise Energy Infrastructure Total Return Fund, Series of Managed Portfolio Series |
|
142. |
Tortoise North American Pipeline Fund, Series of Managed Portfolio Series |
|
143. |
V-Shares MSCI World ESG Materiality and Carbon Transition ETF, Series of Managed Portfolio Series |
|
144. |
V-Shares US Leadership Diversity ETF, Series of Managed Portfolio Series |
|
145. |
Greenspring Income Opportunities Fund, Series of Manager Directed Portfolios |
|
146. |
Hood River International Opportunity Fund, Series of Manager Directed Portfolios |
|
147. |
Hood River Small-Cap Growth Fund, Series of Manager Directed Portfolios |
|
148. |
Mar Vista Strategic Growth Fund, Series of Manager Directed Portfolios |
|
149. |
Vert Global Sustainable Real Estate Fund, Series of Manager Directed Portfolios |
|
150. |
Matrix Advisors Funds Trust |
|
151. |
Matrix Advisors Value Fund, Inc. |
|
152. |
Monetta Trust |
|
153. |
Nicholas Equity Income Fund, Inc. |
|
154. |
Nicholas Fund, Inc. |
|
155. |
Nicholas II, Inc. |
|
156. |
Nicholas Limited Edition, Inc. |
|
157. |
Oaktree Diversified Income Fund Inc. |
|
158. |
Permanent Portfolio Family of Funds |
|
159. |
Perritt Funds, Inc. |
|
160. |
Procure ETF Trust II |
|
161. |
Professionally Managed Portfolios |
|
162. |
Prospector Funds, Inc. |
|
163. |
Provident Mutual Funds, Inc. |
|
164. |
Abbey Capital Futures Strategy Fund, Series of The RBB Fund, Inc. |
|
165. |
Abbey Capital Multi-Asset Fund, Series of The RBB Fund, Inc. |
|
166. |
Adara Smaller Companies Fund, Series of The RBB Fund, Inc. |
|
167. |
Aquarius International Fund, Series of The RBB Fund, Inc. |
|
168. |
Boston Partners All Cap Value Fund, Series of The RBB Fund, Inc. |
|
169. |
Boston Partners Global Equity Fund, Series of The RBB Fund, Inc. |
|
170. |
Boston Partners Long/Short Equity Fund, Series of The RBB Fund, Inc. |
|
171. |
Boston Partners Long/Short Research Fund, Series of The RBB Fund, Inc. |
|
172. |
Boston Partners Small Cap Value Fund II, Series of The RBB Fund, Inc. |
|
173. |
Campbell Systematic Macro Fund, Series of The RBB Fund, Inc. |
|
174. |
F/m Opportunistic Income ETF, Series of The RBB Fund, Inc. |
|
175. |
F/m 6-Month Investment Grade Corporate Bond ETF, Series of The RBB Fund, Inc. |
|
176. |
F/m 9-18 Month Investment Grade Corporate Bond ETF, Series of The RBB Fund, Inc. |
|
177. |
F/m 2-Year Investment Grade Corporate Bond ETF, Series of The RBB Fund, Inc. |
|
178. |
F/m 3-Year Investment Grade Corporate Bond ETF, Series of The RBB Fund, Inc. |
|
179. |
F/m 5-Year Investment Grade Corporate Bond ETF, Series of The RBB Fund, Inc. |
|
180. |
F/m 7-Year Investment Grade Corporate Bond ETF, Series of The RBB Fund, Inc. |
|
181. |
F/m 10-Year Investment Grade Corporate Bond ETF, Series of The RBB Fund, Inc. |
|
182. |
F/m 20-Year Investment Grade Corporate Bond ETF, Series of The RBB Fund, Inc. |
|
183. |
F/m 30-Year Investment Grade Corporate Bond ETF, Series of The RBB Fund, Inc. |
|
184. |
F/m 15+ Year Investment Grade Corporate Bond ETF, Series of The RBB Fund, Inc. |
|
185. |
F/m Emerald Life Sciences Innovation ETF, Series of The RBB Fund, Inc. |
|
186. |
F/m Emerald Special Situations ETF, Series of The RBB Fund, Inc. |
|
187. |
F/m Ultrashort Treasury Inflation-Protected Security (TIPS) ETF, Series of The RBB Fund, Inc. |
|
188. |
F/m Ultrashort Tax-Free Municipal ETF, Series of The RBB Fund, Inc. |
|
189. |
F/m High Yield 100 ETF, Series of The RBB Fund, Inc. |
|
190. |
F/m Compoundr U.S. Aggregate Bond ETF of The RBB Fund, Inc. |
|
191. |
F/m Compoundr High Yield Bond ETF of The RBB Fund, Inc. |
|
192. |
F/m Compoundr Ultrashort Treasury ETF |
|
193. |
F/m Accumulator Ultrashort U.S. Treasury Fund |
|
193. |
Motley Fool 100 Index ETF, Series of The RBB Fund, Inc. |
|
194. |
Motley Fool Capital Efficiency 100 Index ETF, Series of The RBB Fund, Inc. |
|
195. |
Motley Fool Global Opportunities ETF, Series of The RBB Fund, Inc. |
|
196. |
Motley Fool Mid-Cap Growth ETF, Series of The RBB Fund, Inc. |
|
197. |
Motley Fool Next Index ETF, Series of The RBB Fund, Inc. |
|
198. |
Motley Fool Small-Cap Growth ETF, Series of The RBB Fund, Inc. |
|
199. |
Motley Fool Innovative Growth Factor ETF, Series of The RBB Fund, Inc. |
|
200. |
Motley Fool Momentum Factor ETF, Series of The RBB Fund, Inc. |
|
201. |
Motley Fool Value Factor ETF, Series of The RBB Fund, Inc. |
|
202. |
SGI Enhanced Core ETF, Series of The RBB Fund, Inc. |
|
203. |
SGI Enhanced Global Income ETF, Series of The RBB Fund, Inc. |
|
204. |
SGI Enhanced Nasdaq-100 ETF, Series of The RBB Fund, Inc. |
|
205. |
SGI Global Equity Fund, Series of The RBB Fund, Inc. |
|
206. |
SGI Peak Fund, Series of The RBB Fund, Inc. |
|
207. |
SGI Prudent Fund, Series of The RBB Fund, Inc. |
|
208. |
SGI Small Cap Core Fund, Series of The RBB Fund, Inc. |
|
209. |
SGI U.S. Large Cap Equity Fund, Series of The RBB Fund, Inc. |
|
210. |
SGI U.S. Large Cap Core ETF, Series of The RBB Fund, Inc. |
|
211. |
SGI Dynamic Tactical ETF, Series of The RBB Fund, Inc. |
|
212. |
SGI Enhanced Market Leaders ETF, Series of The RBB Fund, Inc. |
|
213. |
F/m US Treasury 10 Year Note ETF, Series of The RBB Fund, Inc. |
|
214. |
F/m US Treasury 12 Month Bill ETF, Series of The RBB Fund, Inc. |
|
215. |
F/m US Treasury 2 Year Note ETF, Series of The RBB Fund, Inc. |
|
216. |
F/m US Treasury 20 Year Bond ETF, Series of The RBB Fund, Inc. |
|
217. |
F/m US Treasury 3 Month Bill ETF, Series of The RBB Fund, Inc. |
|
218. |
F/m US Treasury 3 Year Note ETF, Series of The RBB Fund, Inc. |
|
219. |
F/m US Treasury 30 Year Bond ETF, Series of The RBB Fund, Inc. |
|
220. |
F/m US Treasury 5 Year Note ETF, Series of The RBB Fund, Inc. |
|
221. |
F/m US Treasury 6 Month Bill ETF, Series of The RBB Fund, Inc. |
|
222. |
F/m US Treasury 7 Year Note ETF, Series of The RBB Fund, Inc. |
|
223. |
WPG Partners Select Small Cap Value Fund, Series of The RBB Fund, Inc. |
|
224. |
WPG Partners Small Cap Value Diversified Fund, Series of The RBB Fund, Inc. |
|
225. |
WPG Partners Select Hedged Fund, Series of The RBB Fund, Inc. |
|
226. |
P/E Global Enhanced International Fund, Series of The RBB Fund Trust |
|
227. |
Torray Fund, Series of The RBB Fund Trust |
|
228. |
Longview Advantage ETF, Series of The RBB Fund Trust |
|
229. |
Longview Advantage Fixed Income ETF, Series of The RBB Fund Trust |
|
230. |
First Eagle Global Equity ETF, Series of The RBB Fund Trust |
|
231. |
First Eagle Overseas Equity ETF, Series of The RBB Fund Trust |
|
232. |
Tweedy, Browne Insider + Value ETF, Series of The RBB Fund Trust |
|
233. |
Tweedy, Browne International Insider + Value ETF, Series of The RBB Fund Trust |
|
234. |
Advent Convertible Bond ETF, Series of The RBB Fund Trust |
|
235. |
Twin Oak Active Opportunities II ETF, Series of The RBB Fund Trust |
|
236. |
Twin Oak Active Opportunities III ETF, Series of The RBB Fund Trust |
|
237. |
Twin Oak Endure ETF, Series of The RBB Fund Trust |
|
238. |
Twin Oak Strategic Solutions ETF, Series of The RBB Fund Trust |
|
239. |
Wayfinder Dynamic U.S. Interest Rate ETF, Series of The RBB Fund Trust |
|
240. |
MUFG Japan Small Cap Active ETF, Series of The RBB Fund Trust |
|
241. |
Penn Capital Short Duration High Income Fund, Series of The RBB Fund Trust |
|
242. |
Penn Capital Special Situations Small Cap Fund, Series of The RBB Fund Trust |
|
243. |
Pathfinder Focused Opportunities ETF, Series of The RBB Fund Trust |
|
244. |
Pathfinder Disciplined US Equity ETF, Series of The RBB Fund Trust |
|
245. |
M.D. Sass Concentrated Value ETF, Series of The RBB Fund Trust |
|
246. |
RBC Funds Trust |
|
247. |
Series Portfolios Trust |
|
248. |
Thompson IM Funds, Inc. |
|
249. |
TrimTabs ETF Trust |
|
250. |
Trust for Advised Portfolios |
|
251. |
Barrett Growth Fund, Series of Trust for Professional Managers |
|
252. |
Bright Rock Mid Cap Growth Fund, Series of Trust for Professional Managers |
|
253. |
Bright Rock Quality Large Cap Fund, Series of Trust for Professional Managers |
|
254. |
CrossingBridge Low Duration High Yield Fund, Series of Trust for Professional Managers |
|
255. |
CrossingBridge Responsible Credit Fund, Series of Trust for Professional Managers |
|
256. |
CrossingBridge Ultra-Short Duration Fund, Series of Trust for Professional Managers |
|
257. |
RiverPark Strategic Income Fund, Series of Trust for Professional Managers |
|
258. |
Dearborn Partners Rising Dividend Fund, Series of Trust for Professional Managers |
|
259. |
Jensen Global Quality Growth Fund, Series of Trust for Professional Managers |
|
260. |
Jensen Quality Value Fund, Series of Trust for Professional Managers |
|
261. |
Rockefeller Climate Solutions Fund, Series of Trust for Professional Managers |
|
262. |
Rockefeller US Small Cap Core Fund, Series of Trust for Professional Managers |
|
263. |
Terra Firma US Concentrated Realty Fund, Series of Trust for Professional Managers |
|
264. |
USQ Core Real Estate Fund |
|
265. |
Wall Street EWM Funds Trust |
(a)(2) Vigilant Distributors, LLC serves as principal underwriter for the following investment companies registered under the Investment Company Act of 1940, as amended:
|
1. |
Free Market Fixed Income Fund, Series of The RBB Fund, Inc. |
|
2. |
Free Market International Equity Fund, Series of The RBB Fund, Inc. |
|
3. |
Free Market US Equity Fund, Series of The RBB Fund, Inc. |
|
4. |
Matson Money Fixed Income VI Portfolio, Series of The RBB Fund, Inc. |
|
5. |
Matson Money International Equity VI Portfolio, Series of The RBB Fund, Inc. |
|
6. |
Matson Money US Equity VI Portfolio, Series of The RBB Fund, Inc. |
|
7. |
YCG Funds |
|
8. |
Pemberwick Fund, Series of Manager Directed Portfolios |
|
9. |
Hardman Johnston International Growth Fund, Series of Manager Directed Portfolios |
|
10. |
Modern Capital Tactical Opportunities Fund, of Modern Capital Funds Trust |
|
11. |
Soundwatch Hedged Equity ETF, Series of Advisor Managed Portfolios |
|
12. |
WBI BullBear Value 3000 ETF, Series of Absolute Shares Trust |
|
13. |
WBI BullBear Yield 300 ETF, Series of Absolute Shares Trust |
|
14. |
WBI BullBear Quality 3000 ETF, Series of Absolute Shares Trust |
|
15. |
WBI Power Fact® High Dividend ETF, Series of Absolute Shares Trust |
|
16. |
Founders 100 ETF, Series of Founder Funds Trust |
|
17. |
Prospera Income ETF, Series of Thrive Series Trust |
(b)(1) The following are the Officers and Manager of Quasar, one of the Registrant’s underwriters. Quasar’s main business address is 190 Middle Street, Suite 301, Portland, Maine 04101.
|
Name |
Address |
Position with Underwriter |
Position with Registrant |
|
Teresa Cowan |
190 Middle Street, Suite 301 |
President/Manager |
None |
|
Chris Lanza |
190 Middle Street, Suite 301 |
Vice President |
None |
|
Kate Macchia |
190 Middle Street, Suite 301 |
Vice President |
None |
|
Susan L. LaFond |
190 Middle Street, Suite 301 |
Vice President and Chief Compliance Officer and Treasurer |
None |
|
Weston Sommers |
190 Middle Street, Suite 301 |
Financial and Operations Principal and Chief Financial Officer |
None |
|
Kelly B. Whetstone |
190 Middle Street, Suite 301 |
Secretary |
None |
(b)(2) The following are the Officers of Vigilant Distributors, LLC, one of the Registrant’s underwriters. Vigilant Distributors, LLC’s main business address is Gateway Corporate Center, Suite 216, 223 Wilmington West Chester Pike, Chadds Ford, Pennsylvania 19317.
|
Nam |
Address |
Position with Underwriter |
Position with Registrant |
|
Patrick Chism |
Gateway Corporate Center, Suite 216, |
Chief Executive Officer and Chief Compliance Officer |
None |
|
Gerald Scarpati |
Gateway Corporate Center, Suite 216, |
Chief Financial Officer and Principal Financial Officer |
None |
|
(c) |
Not Applicable |
|
Item 33. |
LOCATION OF ACCOUNTS AND RECORDS |
|
(1) |
Boston Partners Global Investors, Inc., One Beacon Street, Boston, Massachusetts 02108 (records relating to its function as investment adviser). |
|
(2) |
Matson Money, Inc. (formerly Abundance Technologies, Inc.), 5955 Deerfield Blvd., Mason, Ohio 45040 (records relating to its function as investment adviser). |
|
(3) |
Summit Global Investments, LLC, 620 South Main Street, Bountiful, Utah 84010 (records relating to its function as investment adviser). |
|
(4) |
Abbey Capital Limited, 8 St. Stephen’s Green, Dublin 2, Ireland, (records relating to its function as investment adviser). |
|
(5) |
Altair Advisers LLC, 225 West Washington, Suite 2400, Chicago, Illinois 60606 (records relating to its function as investment adviser). |
|
(6) |
Campbell & Company Investment Adviser LLC, 2850 Quarry Lake Drive, Baltimore, Maryland 21209 (records relating to its function as investment adviser). |
|
(7) |
Motley Fool Asset Management, LLC, 2000 Duke Street, Suite 300, Alexandria, Virginia 22314 (records relating to its function as investment adviser). |
|
(8) |
F/m Investments LLC, 900 19th Street, Suite 203, Washington, DC 20006 (records relating to its function as investment adviser). |
|
(9) |
Emerald Mutual Fund Advisers Trust, 3175 Oregon Pike, Leola, Pennsylvania 17540 (records relating to its function as investment adviser). |
|
(10) |
U.S. Bancorp Fund Services, LLC, 615 East Michigan Street, Milwaukee, Wisconsin 53202 (records relating to its function as administrator, transfer agent and dividend disbursing agent). |
|
(11) |
U.S. Bank, N.A., 1555 North Rivercenter Drive, Suite 302, Milwaukee, Wisconsin, 53212 (records relating to its function as custodian). |
|
(12) |
Quasar Distributors, LLC, 190 Middle Street, Suite 301, Portland, ME 04101 (records relating to its function as underwriter). |
|
(13) |
Vigilant Distributors, LLC, Gateway Corporate Center, Suite 216, 223 Wilmington West Chester Pike, Chadds Ford, Pennsylvania 19317 (records relating to its function as underwriter). |
|
Item 34. |
MANAGEMENT SERVICES |
None.
|
Item 35. |
UNDERTAKINGS |
Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended (the “1933 Act”), and the Investment Company Act of 1940, as amended, the Registrant has duly caused this Post-Effective Amendment to its Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized, in the City of Short Hills and State of New Jersey on the 8th day of October, 2026.
|
|
THE RBB FUND, INC. |
| |
|
|
|
| |
|
|
By: |
/s/ Steven Plump |
|
|
|
|
Steven Plump |
|
|
|
|
President |
|
Pursuant to the requirements of the 1933 Act, this Amendment to Registrant’s Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
|
SIGNATURE |
|
TITLE |
|
DATE |
|
|
|
|
|
|
|
/s/ Steven Plump |
|
President (Principal Executive Officer) |
|
October 8, 2026 |
|
Steven Plump |
|
|
|
|
|
|
|
|
|
|
|
/s/ James G. Shaw |
|
Chief Financial Officer (Principal Financial and Accounting Officer) |
|
October 8, 2026 |
|
James G. Shaw |
|
|
|
|
|
|
|
|
|
|
|
*Gregory P. Chandler |
|
Director |
|
October 8, 2026 |
|
Gregory P. Chandler |
|
|
|
|
|
|
|
|
|
|
|
*Lisa A. Dolly |
|
Director |
|
October 8, 2026 |
|
Lisa A. Dolly |
|
|
|
|
|
|
|
|
|
|
|
*Nicholas A. Giordano |
|
Director |
|
October 8, 2026 |
|
Nicholas A. Giordano |
|
|
|
|
|
|
|
|
|
|
|
*Arnold M. Reichman |
|
Director |
|
October 8, 2026 |
|
Arnold M. Reichman |
|
|
|
|
|
|
|
|
|
|
|
*Robert Sablowsky |
|
Director |
|
October 8, 2026 |
|
Robert Sablowsky |
|
|
|
|
|
|
|
|
|
|
|
*Brian T. Shea |
|
Director |
|
October 8, 2026 |
|
Brian T. Shea |
|
|
|
|
|
|
|
|
|
|
|
*Martha A. Tirinnanzi |
|
Director |
|
October 8, 2026 |
|
Martha A. Tirinnanzi |
|
|
|
|
|
*By: |
/s/ James G. Shaw |
|
|
James G. Shaw |
| |
|
Attorney-in-Fact |
| |
THE RBB FUND, INC.
(the “Company”)
THE RBB FUND TRUST
(the “Trust”)
POWER OF ATTORNEY
Know All Men by These Presents, that the undersigned, Gregory P. Chandler, hereby constitutes and appoints Jillian L. Bosmann, Edward Paz, Steven Plump, and James G. Shaw his true and lawful attorneys, to execute in his name, place, and stead, in his capacity as Director/Trustee or officer, or both, of the Company and of the Trust, the Registration Statement and any amendments thereto and all instruments necessary or incidental in connection therewith, and to file the same with the U.S. Securities and Exchange Commission; and said attorneys shall have full power and authority to do and perform in his name and on his behalf, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully and to all intents and purposes as he might or could do in person, said acts of said attorneys being hereby ratified and approved.
|
DATED: |
July 9, 2025 |
|
|
|
|
|
|
|
/s/ Gregory P. Chandler |
|
|
|
Gregory P. Chandler |
|
THE RBB FUND, INC.
(the “Company”)
THE RBB FUND TRUST
(the “Trust”)
POWER OF ATTORNEY
Know All Men by These Presents, that the undersigned, Lisa A. Dolly, hereby constitutes and appoints Jillian L. Bosmann, Edward Paz, Steven Plump, and James G. Shaw her true and lawful attorneys, to execute in her name, place, and stead, in her capacity as Director/Trustee or officer, or both, of the Company and of the Trust, the Registration Statement and any amendments thereto and all instruments necessary or incidental in connection therewith, and to file the same with the U.S. Securities and Exchange Commission; and said attorneys shall have full power and authority to do and perform in her name and on her behalf, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully and to all intents and purposes as she might or could do in person, said acts of said attorneys being hereby ratified and approved.
|
DATED: |
July 9, 2025 |
|
|
|
|
|
|
|
/s/ Lisa A. Dolly |
|
|
|
Lisa A. Dolly |
|
THE RBB FUND, INC.
(the “Company”)
THE RBB FUND TRUST
(the “Trust”)
POWER OF ATTORNEY
Know All Men by These Presents, that the undersigned, Nicholas A. Giordano, hereby constitutes and appoints Jillian L. Bosmann, Edward Paz, Steven Plump, and James G. Shaw his true and lawful attorneys, to execute in his name, place, and stead, in his capacity as Director/Trustee or officer, or both, of the Company and of the Trust, the Registration Statement and any amendments thereto and all instruments necessary or incidental in connection therewith, and to file the same with the U.S. Securities and Exchange Commission; and said attorneys shall have full power and authority to do and perform in his name and on his behalf, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully and to all intents and purposes as he might or could do in person, said acts of said attorneys being hereby ratified and approved.
|
DATED: |
July 9, 2025 |
|
|
|
|
|
|
|
/s/ Nicholas A. Giordano |
|
|
|
Nicholas A. Giordano |
|
THE RBB FUND, INC.
(the “Company”)
THE RBB FUND TRUST
(the “Trust”)
POWER OF ATTORNEY
Know All Men by These Presents, that the undersigned, Arnold M. Reichman, hereby constitutes and appoints Jillian L. Bosmann, Edward Paz, Steven Plump, and James G. Shaw his true and lawful attorneys, to execute in his name, place, and stead, in his capacity as Director/Trustee or officer, or both, of the Company and of the Trust, the Registration Statement and any amendments thereto and all instruments necessary or incidental in connection therewith, and to file the same with the U.S. Securities and Exchange Commission; and said attorneys shall have full power and authority to do and perform in his name and on his behalf, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully and to all intents and purposes as he might or could do in person, said acts of said attorneys being hereby ratified and approved.
|
DATED: |
July 9, 2025 |
|
|
|
|
|
|
|
/s/ Arnold M. Reichman |
|
|
|
Arnold M. Reichman |
|
THE RBB FUND, INC.
(the “Company”)
THE RBB FUND TRUST
(the “Trust”)
POWER OF ATTORNEY
Know All Men by These Presents, that the undersigned, Robert Sablowsky, hereby constitutes and appoints Jillian L. Bosmann, Edward Paz, Steven Plump, and James G. Shaw his true and lawful attorneys, to execute in his name, place, and stead, in his capacity as Director/Trustee or officer, or both, of the Company and of the Trust, the Registration Statement and any amendments thereto and all instruments necessary or incidental in connection therewith, and to file the same with the U.S. Securities and Exchange Commission; and said attorneys shall have full power and authority to do and perform in his name and on his behalf, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully and to all intents and purposes as he might or could do in person, said acts of said attorneys being hereby ratified and approved.
|
DATED: |
July 9, 2025 |
|
|
|
|
|
|
|
/s/ Robert Sablowsky |
|
|
|
Robert Sablowsky |
|
THE RBB FUND, INC.
(the “Company”)
THE RBB FUND TRUST
(the “Trust”)
POWER OF ATTORNEY
Know All Men by These Presents, that the undersigned, Brian T. Shea, hereby constitutes and appoints Jillian L. Bosmann, Edward Paz, Steven Plump, and James G. Shaw his true and lawful attorneys, to execute in his name, place, and stead, in his capacity as Director/Trustee or officer, or both, of the Company and of the Trust, the Registration Statement and any amendments thereto and all instruments necessary or incidental in connection therewith, and to file the same with the U.S. Securities and Exchange Commission; and said attorneys shall have full power and authority to do and perform in his name and on his behalf, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully and to all intents and purposes as he might or could do in person, said acts of said attorneys being hereby ratified and approved.
|
DATED: |
July 9, 2025 |
|
|
|
|
|
|
|
/s/ Brian T. Shea |
|
|
|
Brian T. Shea |
|
THE RBB FUND, INC.
(the “Company”)
THE RBB FUND TRUST
(the “Trust”)
POWER OF ATTORNEY
Know All Men by These Presents, that the undersigned, Martha A. Tirinnanzi, hereby constitutes and appoints Jillian L. Bosmann, Edward Paz, Steven Plump, and James G. Shaw her true and lawful attorneys, to execute in her name, place, and stead, in her capacity as Director/Trustee or officer, or both, of the Company and of the Trust, the Registration Statement and any amendments thereto and all instruments necessary or incidental in connection therewith, and to file the same with the U.S. Securities and Exchange Commission; and said attorneys shall have full power and authority to do and perform in her name and on her behalf, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully and to all intents and purposes as she might or could do in person, said acts of said attorneys being hereby ratified and approved.
|
DATED: |
July 9, 2025 |
|
|
|
|
|
|
|
/s/ Martha A. Tirinnanzi |
|
|
|
Martha A. Tirinnanzi |
|
|
Exhibit No. |
Description |
|
(d)(85) |
Amended Appendix A to Expense Limitation and Reimbursement Agreement (Boston Partners Funds) between Registrant and Boston Partners Global Investors, Inc. |
|
(i)(1) |
|
|
(p)(2) |
|
|
(p)(5) |
|
|
(p)(13) |
|
|
(p)(17) |
|
|
(p)(18) |