ck0001650149-20231031
Equable
Shares Hedged Equity Fund
Institutional
Class EQHEX
(Class
I)
Prospectus
February 28,
2024
The
U.S. Securities and Exchange Commission (“SEC”) has not approved or disapproved
of these securities or determined if this Prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
Equable
Shares Hedged Equity Fund
a
series of Series Portfolios Trust (the “Trust”)
TABLE
OF CONTENTS
Equable Shares Hedged
Equity Fund
Investment
Objective
The
Equable Shares Hedged Equity Fund seeks income, risk mitigation and long-term
capital appreciation.
Fees and Expenses of the
Fund
This
table describes the fees and expenses that you may pay if you buy, hold, and
sell shares of the Equable Shares Hedged Equity Fund (the “Fund”). In addition
to the fees and expenses described in the table below, you may be required to
pay brokerage commissions on your purchases and sales of Institutional Class
shares of the Fund from a financial intermediary, which are not reflected in
this table. More information is available from your financial professional and
in the “Shareholder Information” section of the Fund’s Statutory Prospectus
beginning on page 13.
|
|
|
|
|
| |
|
Shareholder
Fees
(fees
paid directly from your investment) |
Institutional
Class |
|
| None |
|
|
|
|
|
| |
|
Annual
Fund Operating Expenses
(expenses
that you pay each year as a percentage of the value of your
investment) |
Institutional
Class |
| Management
Fees |
0.75% |
| Distribution
and/or Service (Rule 12b-1) Fees |
None |
| Other
Expenses |
0.38% |
|
Acquired
Fund Fees and Expenses(1) |
0.09% |
|
Total
Annual Fund Operating Expenses(1) |
1.22% |
| Fee
Waiver and Expense Reimbursement |
-0.03% |
|
Total
Annual Fund Operating Expenses After Fee Waiver and Expense
Reimbursement(2) |
1.19% |
(1)Acquired Fund Fees and Expenses (“AFFE”) are the indirect costs
of investing in other investment companies. Please note that Total Annual Fund
Operating Expenses in this fee table will not correlate to the Ratio of Expenses
to Average Net Assets figures found within the “Financial Highlights” section of
the Prospectus because the financial statements include only the direct
operating expenses incurred by the Fund and exclude
AFFE.
(2)Teramo
Advisors, LLC (the “Adviser”) has contractually agreed to reduce its management
fees, and may reimburse the Fund for its operating expenses, in order to ensure
that Total Annual Fund Operating Expenses (excluding Rule 12b-1 fees,
shareholder servicing fees, taxes, leverage/borrowing interest, interest
expense, dividends paid on short sales, brokerage and other transactional
expenses, acquired fund fees and expenses, expenses incurred in connection with
any merger or reorganization, or extraordinary expenses) do not exceed 1.10% of
the Fund’s average daily net assets (the “Expense Cap”). The Expense Cap will
remain in effect through at least February 28, 2025 and may continue annually
thereafter, unless sooner terminated. The Expense Cap may be terminated (i) at
any time upon 60 days’ written notice by the Trust’s Board of Trustees (the
“Board”) or (ii) at the end of the then-current term and upon 60 days’ written
notice by the Adviser. The Adviser may request recoupment of previously waived
fees and reimbursed expenses from the Fund for three years from the date they
were waived or reimbursed, provided that the Fund is able to make the recoupment
without exceeding the lesser of the Expense Cap (i) in effect at the time of the
waiver or reimbursement, or (ii) in effect at the time of
recoupment.
Example
This Example is intended to help you compare the cost of investing
in the Fund with the cost of investing in other mutual funds. The Example
assumes that you invest $10,000 in the Fund for the time periods indicated and
then redeem all of your shares at the end of those periods. The Example also
assumes that your investment has a 5% return each year and that the Fund’s
operating expenses remain the same. The fee waiver discussed in the table above
is reflected only in the first year of the periods shown in the
Example. Although your actual
costs may be higher or lower, based on these assumptions, your costs would
be:
|
|
|
|
|
|
|
|
|
|
|
| |
| One
Year |
Three
Years |
Five
Years |
Ten
Years |
| $121 |
$384 |
$667 |
$1,475 |
Portfolio
Turnover
The
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 Fund
shares are held in a taxable account. These costs, which are not reflected in
the annual fund operating expenses or in the Example, affect the Fund’s
performance. During the Fund’s most recent fiscal year ended October 31, 2023,
the Fund’s portfolio turnover rate was 10% of the average value of its
portfolio.
Principal Investment
Strategies
The
Fund seeks to achieve its investment objective by participating in the broad
market through investments in equity securities based on the S&P
500®
Index (the “Index”) while hedging overall market exposure by writing (selling)
exchange traded call options based on the same securities.
Equity
Strategy
Under normal
market conditions, the Fund invests at least 80% of its net assets (plus any
borrowings for investment purposes) in equity securities of U.S. issuers based
on the Index. The Fund defines large capitalization issuers as
those that comprise the Index. As of January 31, 2024, the market capitalization
range of companies comprising the Index was $6 billion to $2.9 trillion. The
Index is reconstituted on an annual basis. The Fund’s call options written on
securities based on the Index are included for purposes of this 80% policy.
Typically, the Fund seeks exposure to securities based on the Index by investing
in one or more exchange-traded funds (“ETFs”) that invest in securities of large
capitalization issuers. The Fund takes its proportionate interest in the
underlying securities held by an ETF into account individually when calculating
the Fund’s compliance with its policy of investing at least 80% of its net
assets in securities of large capitalization issuers. The Fund may alternatively
invest directly in equity securities of U.S. large capitalization issuers, such
as common stocks. If the Fund does so, the Adviser will select investments in
equity securities of large capitalization issuers in order to achieve an
investment portfolio for the Fund that is designed to replicate the performance
of the Index. To the extent the Fund invests in ETFs to achieve an investment
portfolio that is representative of the securities that comprise the Index, the
Fund will be considered to be a “fund of funds”, meaning that it is a fund that
invests in other funds, and as such incurs management and other fees directly as
well as indirectly through the acquired funds it invests in (reflected in the
table above as acquired fund fees and expenses). The performance of the Fund is
not intended to match the performance of the Index. If the Index is concentrated
in an industry or group of industries, then the Fund will also concentrate its
assets in the same industry or group of industries.
Options
Strategy
The
Fund writes (sells) call options based on the Index, which provides cash flow
from option premiums and reduces the impact of market volatility on the Fund’s
investment portfolio. A call option gives the buyer the right to purchase a
security from the writer of the option at a specified price (the “exercise
price”) prior to a certain date (the “expiration date”) in exchange for cash
paid to the writer on the day the option is written (the “premium”). A written
call option is “covered” if the Fund owns the underlying securities based on the
Index at all times during the option period. When the Fund writes a call option,
the Fund receives cash in the form of the premium in exchange for giving up a
portion of the future upside gains from the underlying securities based on the
Index. In addition, written call options partially hedge against declines in the
prices of the underlying securities based on the Index, to the extent of the
premium the Fund receives. Writing call options helps to mitigate declines in
the Fund’s portfolio of equity securities, though it limits the Fund’s ability
to profit from increases in the value of the Fund’s portfolio of equity
securities. Options written by the Fund are expected to be rolled on a quarterly
basis, or at the discretion of the Adviser.
Other
Principal Investment Strategies
The
Fund may temporarily invest up to 20% of its net assets in cash, cash
equivalents, ETFs or money market funds for temporary investment purposes or to
meet redemption requests. While under normal market conditions the Fund intends
to invest at least 80% of its net assets in equity securities of large
capitalization issuers, the Adviser may determine that it is not in the best
interest of the Fund to immediately invest cash held by the Fund after an option
expires and the equity securities held by the Fund are called away in exchange
for cash. The Fund also may invest up to 100% of its assets in cash, cash
equivalents, ETFs or money market funds in response to market, political,
economic or other conditions for temporary defensive purposes. The Fund may sell
an investment when a call option has expired, to raise cash to meet redemption
requests or to seek a new investment opportunity identified by the Adviser as
more suitable to pursue the Fund’s investment
objective.
Principal
Risks
As
with any mutual fund, there are risks to investing in the Fund. An investment in
the Fund is not a deposit of a bank and is not insured or guaranteed by the
Federal Deposit Insurance Corporation or any other governmental
agency. Remember that, in addition
to possibly not achieving your investment goals,
you
could lose all or a portion of your investment in the Fund over short or even
long periods of time.
The principal risks of investing in the Fund are summarized below. The principal
risks are presented in alphabetical order to facilitate finding particular risks
and comparing them with other funds. Each risk summarized below is considered a
“principal risk” of investing in the Fund, regardless of the order in which it
appears.
Correlation
Risk.
The Fund’s investment strategy of writing call options will result in
performance that differs from that of the Index. The call options written by the
Fund will limit the Fund’s opportunity to participate in increases when the
Index performs well. Further, the Fund incurs operating expenses and portfolio
transaction costs not incurred by the Index.
Call
Option Risks. Writing call options limits the Fund’s ability to participate in
price increases of the underlying securities. For the duration of the option
written, the Fund will restrict the opportunity to profit from increases in the
market value of underlying equity securities. The premiums received from the
options may not be sufficient to offset any losses sustained from the decline in
value of the underlying stocks over time. Exchanges may suspend the trading of
options in volatile markets. If trading is suspended, the Fund may be unable to
write options at times that may be desirable or advantageous to the Fund to do
so.
Derivatives
Risk.
The Fund invests in options on indexes or equity securities. Options are
instruments that derive their performance from underlying equity securities,
also referred to as “derivatives.” Derivatives can be volatile, and the Fund
could experience a loss if its derivatives do not perform as anticipated, or are
not correlated with the performance of their underlying security or index, or if
the Fund is unable to purchase or liquidate a position because of an illiquid
secondary market. Changes in liquidity may result in significant, rapid, and
unpredictable changes in the prices for
derivatives.
Equity
Risk.
The Fund invests in ETFs that invest in common stocks, options that derive their
performance based on the Index, which is made up of common stocks, and may also
at times invest directly in common stocks. 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.
Exchange-Traded
Funds Risk.
The risks of investment in ETFs reflect the risks of the underlying instruments
in which the ETF invests. When the Fund invests in ETFs, shareholders of the
Fund indirectly bear a proportionate share of the ETF’s fees and expenses, as
well as their share of the Fund’s fees and expenses. As a result, an investment
by the Fund in an ETF could cause the Fund’s operating expenses (taking into
account indirect expenses such as the fees and expenses of the ETF) to be higher
and, in turn, performance to be lower than if the Fund were to invest directly
in the instruments held by the ETF. Shareholders may invest directly in an ETF,
and thereby avoid duplicative fees. Trading on an exchange does not guarantee a
liquid market will
exist for an ETF. Trading in an ETF may be halted if the trading in
one or more of the ETF’s underlying securities is halted. ETFs may trade at a
premium or discount to their net asset value.
Fund
of Funds Risk.
The Fund is a “fund of funds.” The term “fund of funds” is typically used to
describe investment companies, such as the Fund, whose principal investment
strategy involves investing in other investment companies (funds). A fund of
funds will be subject to substantially the same risks as those associated with
the direct ownership of the securities comprising the portfolio of such
investment companies, and the value of the Fund’s investment will fluctuate in
response to the performance of such portfolio. Shareholders in the Fund will
indirectly bear fees and expenses charged by the ETFs in which the Fund invests
in addition to the Fund’s direct fees and expenses. Although the Adviser will
evaluate regularly each ETF in which the Fund invests to determine whether its
investment program is consistent with the Fund’s investment objective, the
Adviser will not have any control over the investments made by an ETF, and will
not have the ability to control or otherwise influence the composition of the
investment portfolio of an ETF. The investment adviser to each ETF may change
aspects of its investment strategies at any time.
General
Market Risk. The value of the Fund’s shares will fluctuate based on the
performance of the Fund’s investments and other factors affecting the securities
markets generally. Securities markets are volatile and may decline significantly
in response to adverse issuer, regulatory, political, or economic developments.
Different sectors of the market and different security types may react
differently to such developments. Political, geopolitical, natural and other
events, including war, terrorism, trade disputes, government shutdowns, market
closures, natural and environmental disasters, epidemics, pandemics and other
public health crises and related events have led, and in the future may lead, to
economic uncertainty, decreased economic activity, increased market volatility
and other disruptive effects on U.S. and global economies and markets. Such
events may have significant adverse direct or indirect effects on a Fund and its
investments. In addition, economies and financial markets throughout the world
are becoming increasingly interconnected, which increases the likelihood that
events or conditions in one country or region will adversely impact markets or
issuers in other countries or regions. For example, the global pandemic caused
by COVID-19 caused major disruptions to the worldwide economy, as well as the
economies of individual countries, the financial health of individual companies
and the market in general in significant and unforeseen ways. Financial markets
experienced extreme volatility and severe losses, and trading in many
instruments was disrupted. Liquidity for many instruments was greatly reduced
for periods of time. Rates of inflation have also recently risen, which could
adversely affect economies and markets.
Large
capitalization risk. Larger, more established companies may be unable to respond quickly
to new competitive challenges such as changes in technology and consumer tastes.
Larger companies also may not be able to attain the high growth rates of
successful smaller companies.
Leverage
Risk.
Some transactions may give rise to a form of economic leverage and may expose
the Fund to greater risk and increase its costs. The use of leverage may cause
the Fund to liquidate portfolio positions when it may not be advantageous to do
so to satisfy its obligations or to meet any required asset segregation
requirements. Increases and decreases in the value of the Fund’s portfolio may
be magnified when the Fund uses leverage. Use of leverage can produce volatility
and increase the risk that the Fund may lose more than it has
invested.
Liquidity
Risk. The Fund’s investments may not be readily sold at the desired time or
price, and may be sold at a lower price or may not have a sufficient market to
be sold at all. An inability to sell securities can adversely affect the value
of the Fund, may prevent the Fund from taking advantage of other investment
opportunities, or may prevent the Fund from meeting redemption
requests.
Management
Risk.
The Adviser’s investment strategies for the Fund may not result in an increase
in the value of your investment or in overall performance equal to other
investments, and your investment may lose value.
Tax
Risk.
The Fund’s investments in options may subject the Fund to special tax rules, the
effect of which may be to accelerate income to the Fund, defer losses to the
Fund, cause adjustments in the holding periods of the Fund’s securities, convert
long-term capital gains into short-term capital gains or convert short-term
capital losses into long-term capital losses.
Valuation
Risk. The lack of an active trading market may make it difficult to obtain
an accurate price for a security held or option written by the Fund. If market
conditions make it difficult to value securities or options, the Fund may value
these securities or options using more subjective methods, such as fair value
pricing. In such cases, the value determined for a security or option could be
different than the value realized upon such security’s or option’s sale. As a
result, an investor could pay more than the market value when buying Fund shares
or receive less than the market value when selling Fund
shares.
Performance
The following bar chart and table provide some indication of
the risks of investing in the Fund by showing changes in the Fund’s past
performance. The bar chart shows the Fund’s performance for each
full calendar year shown. The table below the bar chart compares the Fund’s
average annual total returns for the periods shown with that of a broad-based
securities index. The returns in the table below reflect the Expense Cap.
The Fund’s past performance, before and after taxes, is not
necessarily an indication of how the Fund will perform in the future and does
not guarantee future results. Updated performance information is
available on the Fund’s website at www.equableshares.com/funds or by calling the
Fund toll-free at (888) 898-2024.
Calendar
Year Returns as of December 31
Institutional
Class Shares
During
the period shown in the bar chart, the best
performance for a quarter was 9.54% (for the quarter ended June 30, 2020) and the
worst performance was -12.60% (for the quarter ended
March 31,
2020).
|
|
|
|
|
|
|
|
| |
|
Average Annual
Total Return as of December 31, 2023 |
| |
| Institutional
Class |
1
Year |
Since
Inception
(June 1,
2019) |
| Return Before
Taxes |
14.60% |
7.32% |
| Return After
Taxes on Distributions |
12.96% |
6.81% |
| Return After
Taxes on Distributions and Sale of Fund Shares |
8.81% |
5.56% |
|
S&P
500®
Index
(reflects no deduction for fees, expenses or
taxes) |
26.29% |
14.64% |
After-tax
returns are calculated using the historical highest individual federal marginal
income tax rates and do not reflect the impact of state and local
taxes. Actual
after-tax returns depend on an investor’s tax situation and may differ from
those shown, and after-tax returns shown are not relevant to investors who hold
their Fund shares through tax-deferred arrangements, such as 401(k) plans or
individual retirement accounts.
Management
Investment
Adviser
Teramo
Advisors, LLC is the Fund’s investment adviser.
Portfolio
Manager
Ronald
A. Santella, Chief Executive Officer and Chief Investment Officer of the
Adviser, is the portfolio manager responsible for the day-to-day management of
the Fund’s portfolio. Mr. Santella has managed the Fund since its inception in
2019.
Purchase
and Sale of Fund Shares
You
may purchase or redeem Fund shares on any day that the New York Stock Exchange
(“NYSE”) is open for business by written request via mail to Equable Shares
Funds, c/o U.S. Bank Global Fund Services, P.O. Box 701, Milwaukee, Wisconsin
53201-0701), by contacting the Fund by telephone at (888) 898-2024, or by wire.
Investors who wish to purchase or redeem Fund shares through a financial
intermediary should contact the financial intermediary directly. There is no
minimum initial investment to purchase shares of the Fund. Additional
investments may be made in any amount.
Tax
Information
The
Fund’s dividends and distributions may be subject to Federal income taxes, and
will be taxed as ordinary income or capital gains, unless you are a tax-exempt
organization or are investing through a tax-deferred arrangement such as a
401(k) plan or individual retirement account. You may be taxed later upon
withdrawal of monies from such tax-deferred arrangements.
Payments
to Broker-Dealers and Other Financial Intermediaries
If
you purchase Fund shares through a broker-dealer or other financial intermediary
(such as a bank or financial advisor), the Fund and/or its Adviser may pay the
intermediary for the sale of Fund shares and related services. These payments
may create a conflict of interest by influencing the broker-dealer or other
intermediary and your salesperson to recommend the Fund over another investment.
Ask your salesperson or visit your financial intermediary’s website for more
information.
|
|
| |
| More
Information About the Fund |
Investment
Objective
The
Fund has the investment objective of seeking income, risk mitigation and
long-term capital appreciation. The investment objective of the Fund is not
fundamental and may be changed without the approval of the Fund’s shareholders.
The Trust, however, will provide shareholders with 30 days’ prior written notice
of any such change.
Principal
Investment Strategies of the Fund
To
achieve its investment objective, the Fund participates in the broad market by
investing in equity securities of U.S. large capitalization issuers while
hedging overall market exposure by writing (selling) exchange-traded call
options based on the same securities. Writing call options generates premium and
mitigates downside risk, though it limits upside market participation. The Fund
defines large capitalization issuers as those that comprise the Index, as
described under the “Summary Section” for the Fund, above.
Under
normal market conditions, the Fund invests at least 80% of its net assets (plus
any borrowings for investment purposes) in equity securities based on the Index.
The Fund may not change this policy without first changing its name, upon 60
days’ prior written notice to shareholders.
Additional
information about the Fund’s investments in ETFs.
The Fund may invest in shares of one or more ETFs that invest in securities of
large capitalization issuers to efficiently achieve exposure to the securities
included in the Index. The Fund will take the Fund’s proportionate interest in
the underlying securities held by the ETF into account individually when
calculating the Fund’s compliance with its policy of investing at least 80% of
its net assets in securities of large capitalization issuers. The Fund may
alternatively invest directly in equity securities, including common stocks, of
U.S. large capitalization issuers, if, in the Adviser’s determination, doing so
is appropriate and in the best interests of the Fund to achieve an investment
portfolio for the Fund that is designed to replicate the performance of the
Index. The performance of the Fund is not intended to match the performance of
the Index. To the extent the Fund invests in an ETF there will be some
duplication of expenses, as the Fund (and therefore shareholders of the Fund)
will bear a pro rata portion of the ETF’s fees and expenses.
ETFs
are registered investment companies that trade on a securities exchange.
Investments in ETFs are subject to statutory limitations prescribed by the 1940
Act. These limitations include a prohibition on a fund acquiring more than 3% of
the voting shares of any other investment company, and a prohibition on
investing more than 5% of a fund’s total assets in the securities of any one
investment company or more than 10% of its total assets, in the aggregate, in
investment company securities.
Additional
information about writing call options. The
Fund intends to write call options on the Index or equity securities, including
ETFs, based on the Index. Options written by the Fund may have any duration, and
those that are rolled on a quarterly basis are currently expected to have a
duration of three months. The Fund may alternatively write options with other
durations if, in the Adviser’s opinion based on current market conditions, a
different duration would provide an investment opportunity with an outcome more
likely to achieve the Fund’s investment objectives. The Fund intends to write
call options in amounts that correspond to the number of shares of ETFs or
equity securities held by the Fund.
Additional
information about buying put options and put spreads.
As a non-principal investment strategy, the Fund may buy put options or put
spreads in an attempt to protect the Fund from a significant market decline. A
put option gives the purchaser of the option, upon payment of a premium, the
right to sell, and the writer the obligation to buy, the underlying security or
index at the exercise price. Buying a put spread entails the purchase
of
a put option with a relatively higher strike price while writing (selling) a put
option with a relatively lower strike price.
Temporary
investments.
The Fund may temporarily invest up to 20% of its net assets in cash, cash
equivalents, ETFs or money market funds for temporary investment purposes or to
meet redemption requests. While under normal market conditions the Fund intends
to invest at least 80% of its net assets in securities of large capitalization
issuers, the Adviser may determine that it is not in the best interest of the
Fund to immediately invest cash held by the Fund after an option expires and the
equity securities held by the Fund are called away in exchange for
cash.
Temporary
Defensive Positions.
The Fund may invest up to 100% of its assets in cash, cash equivalents, ETFs or
money market funds in response to adverse market, economic, political, or other
conditions for temporary defensive purposes. When the Fund holds cash or invests
in cash, cash equivalents, ETFs or a money market fund for temporary purposes
the Fund may not achieve its investment objective. To the extent the Fund
invests in cash, cash equivalents, ETFs or money market funds there will be some
duplication of expenses, as the Fund (and therefore shareholders of the Fund)
will bear a pro rata portion of the money market fund’s fees and
expenses.
Principal
Risks of Investing in the Fund
Before
investing in the Fund, you should carefully consider your own investment goals,
the amount of time you are willing to leave your money invested, and the amount
of risk you are willing to take. Remember that, in addition to possibly not
achieving your investment goals, you
could lose all or a portion of your investment in the Fund.
The principal risks of the Fund are summarized below. The principal risks are
presented in alphabetical order to facilitate finding particular risks and
comparing them with other funds. Each risk summarized below is considered a
“principal
risk”
of investing in the Fund, regardless of the order in which it
appears.
Correlation
Risk.
The Fund’s investment strategy of writing call options will result in
performance that differs from that of the Index. The call options written by the
Fund will limit the Fund’s opportunity to participate in increases when the
Index performs well. Further, the Fund incurs operating expenses and portfolio
transaction costs not incurred by the Index.
Call
Option Risks.
Writing call options limits the Fund’s ability to participate in price increases
of the underlying securities. For the duration of the options written, the Fund
will restrict the opportunity to profit from increases in the market value of
underlying equity securities. The premiums received from the options may not be
sufficient to offset any losses sustained from the decline in value of the
underlying stocks over time. Exchanges may suspend the trading of options in
volatile markets. If trading is suspended, the Fund may be unable to write
options at times that may be desirable or advantageous to the Fund to do so.
Specific market movements of an option and the instruments underlying an option
cannot be predicted. No assurance can be given that a liquid offset market will
exist for any particular option or at any particular time. If no liquid offset
market exists, the Fund might not be able to effect an offsetting transaction in
a particular option. To realize any profit in the case of an option, therefore,
the option holder would need to exercise the option and comply with margin
requirements for the underlying instrument. A writer could not terminate the
obligation until the option expired or the writer was assigned an exercise
notice. The writer of an option is subject to the risk of loss resulting from
the difference between the premium received for the option and the price of the
security or other instrument underlying the option that the writer must purchase
or deliver upon exercise of the option.
Derivatives
Risk.
The Fund invests in options on indexes or equity securities. Options are
instruments that derive their performance from underlying equity securities,
also referred to as “derivatives.” Derivatives can be volatile and the Fund
could experience a loss if its derivatives do not perform as anticipated, or are
not correlated with the performance of their underlying security or index, or if
the Fund is unable to purchase or liquidate a position because of an illiquid
secondary market. Changes in liquidity may result in significant,
rapid,
and unpredictable changes in the prices for derivatives. Moreover, regulation
relating to the Fund’s use of derivatives and related instruments, including
Rule 18f-4 under 1940 Act, could potentially limit or impact the Fund’s ability
to invest in derivatives, limit the Fund’s ability to employ certain strategies
that use derivatives and/or adversely affect the value of derivatives and the
Fund’s performance.
Equity
Risk.
The Fund invests in ETFs that invest in common stocks, options that derive their
performance based on the Index, which is made up of common stocks, and may also
at times invest directly in common stocks. Stock markets are volatile. The
prices of stocks will fluctuate and can decline and reduce the value of the
Fund’s investments. The value of equity securities purchased by the Fund could
decline if the financial condition of the companies the Fund invests in decline,
if overall market and economic conditions deteriorate, or due to factors that
affect a particular industry or industries. In addition, the value of equity
securities may fluctuate due to general market conditions that are not
specifically related to a company or industry, such as real or perceived adverse
economic conditions, changes in the general outlook for corporate earnings,
changes in interest or currency rates or generally adverse investor
sentiment.
Exchange-Traded
Funds Risk.
The risks of investment in ETFs reflect the risks of the underlying instruments
in which the ETF invests. When the Fund invests in ETFs, shareholders of the
Fund indirectly bear a proportionate share of the ETF’s fees and expenses, as
well as their share of the Fund’s fees and expenses. As a result, an investment
by the Fund in an ETF could cause the Fund’s operating expenses (taking into
account indirect expenses such as the fees and expenses of the ETF) to be higher
and, in turn, performance to be lower than if the Fund were to invest directly
in the instruments held by the ETF. Shareholders may invest directly in an ETF,
and thereby avoid duplicative fees. Trading on an exchange does not guarantee a
liquid market will exist for an ETF. Trading in an ETF may be halted if the
trading in one or more of the ETF’s underlying securities is halted. ETFs may
trade at a premium or discount to their net asset value.
Fund
of Funds Risk. The
Fund is a “fund of funds.” The term “fund of funds” is typically used to
describe investment companies, such as the Fund, whose principal investment
strategy involves investing in other investment companies, including closed-end
funds and money market funds. A fund of funds will be subject to substantially
the same risks as those associated with the direct ownership of the securities
comprising the portfolio of such investment companies. Investments in other
funds subjects the Fund to additional operating and management fees and
expenses. For instance, investors in the Fund will indirectly bear fees and
expenses charged by the funds in which the Fund invests, in addition to the
Fund’s direct fees and expenses. Because ETFs trade on exchanges, the Fund may
also incur brokerage expenses and commissions when it buys or sells ETF shares.
The Fund’s performance depends in part upon the performance of the ETFs in which
it invests, as well as the strategies and instruments used by the ETFs. Despite
the Adviser’s selection and regular evaluation of each ETF in which the Fund
invests to determine whether the funds are consistent with the Fund’s investment
objectives, the Adviser cannot control the strategies and/or holdings of these
funds. As a result, there is a risk that an ETF’s portfolio investments will not
be consistent with the Fund’s investment objectives, which may influence the
Fund’s overall portfolio, especially if the Fund maintains a significant
position in the ETF. The Fund does not have any control over the investments
made by an ETF, which may change at any time due to the ETF adviser’s
discretion.
The
SEC recently adopted revisions to the rules permitting funds to invest in other
investment companies to streamline and enhance the regulatory framework
applicable to fund of funds arrangements. While new Rule 12d1-4 permits more
types of fund of fund arrangements without an exemptive order, 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.
General
Market Risk.
The market value of a security may go up or down in response to many factors
including the historical and prospective earnings of the issuer, the value of
its assets, general economic conditions, interest rates, investor perceptions
and market liquidity. Price changes may be temporary or last for extended
periods. Securities markets are volatile and may decline significantly in
response to adverse issuer,
regulatory,
political, or economic developments. Different sectors of the market and
different security types may react differently to such developments. Political,
geopolitical, natural and other events, including war, terrorism, trade
disputes, government shutdowns, market closures, natural and environmental
disasters, epidemics, pandemics and other public health crises and related
events have led, and in the future may lead, to economic uncertainty, decreased
economic activity, increased market volatility and other disruptive effects on
U.S. and global economies and markets. Such events may have significant adverse
direct or indirect effects on a Fund and its investments. In addition, economies
and financial markets throughout the world are becoming increasingly
interconnected, which increases the likelihood that events or conditions in one
country or region will adversely impact markets or issuers in other countries or
regions. For example, the global pandemic caused by COVID-19 caused major
disruptions to the worldwide economy, as well as the economies of individual
countries, the financial health of individual companies and the market in
general in significant and unforeseen ways. Financial markets experienced
extreme volatility and severe losses, and trading in many instruments was
disrupted. Liquidity for many instruments was greatly reduced for periods of
time. Rates of inflation have also recently risen, which could adversely affect
economies and markets. Some sectors of the economy and individual issuers
experienced particularly large losses.
Large
capitalization risk.
Larger, more established companies may be unable to respond quickly to new
competitive challenges such as changes in technology and consumer tastes. Larger
companies also may not be able to attain the high growth rates of successful
smaller companies.
Leverage
Risk.
Some transactions may give rise to a form of economic leverage and may expose
the Fund to greater risk and increase its costs. The use of leverage may cause
the Fund to liquidate portfolio positions when it may not be advantageous to do
so to satisfy its obligations or to meet any required asset segregation
requirements. Increases and decreases in the value of the Fund’s portfolio will
be magnified when the Fund uses leverage. Use of leverage can produce volatility
and increase the risk that the Fund will lose more than it has
invested.
Liquidity
Risk.
The Fund’s investments may not be readily sold at the desired time or price, and
may be sold at a lower price or may not have a sufficient market to be sold at
all. An inability to sell securities can adversely affect the value of the Fund,
may prevent the Fund from taking advantage of other investment opportunities, or
may prevent the Fund from meeting redemption requests. The Fund is limited to
investing only up to 15% of its net assets (plus borrowings for investment
purposes) in illiquid securities.
Management
Risk.
The Adviser’s investment strategies for the Fund may not result in an increase
in the value of your investment or in overall performance equal to other
investments, and your investment may lose value.
Tax
Risk.
The Fund’s investments and investment strategies, including transactions in
options contracts, may be subject to special and complex federal income tax
provisions, the effect of which may be, among other things: (i) to disallow,
suspend, defer or otherwise limit the allowance of certain losses or deductions;
(ii) to accelerate income to the Fund; (iii) to convert long-term capital gain,
which is currently subject to lower tax rates, into short-term capital gain or
ordinary income, which are currently subject to higher tax rates; (iv) to
convert an ordinary loss or a deduction into a capital loss (the deductibility
of which is more limited); (v) to treat dividends that would otherwise
constitute qualified dividend income as non-qualified dividend income; and (vi)
to produce income that will not qualify as good income under the gross income
requirements that must be met for the Fund to qualify as a regulated investment
company under Subchapter M of the Internal Revenue Code of 1986, as amended (the
“Code”).
Valuation
Risk.
The lack of an active trading market may make it difficult to obtain an accurate
price for a security or option held by the Fund. If market conditions make it
difficult to value securities or options, the Fund may value these securities or
options using more subjective methods, such as fair value pricing. In such
cases, the value determined for a security or option could be different than the
value realized upon such
security’s
or option’s sale. As a result, an investor could pay more than the market value
when buying Fund shares or receive less than the market value when selling Fund
shares.
Put
Options Risk (non-principal
risk)
Ownership of options involves the payment of premiums, which may adversely
affect the Fund’s performance. As the buyer of a put option, the Fund risks
losing the premium invested in the option if the underlying reference instrument
does not fall below the strike price, which means the option will expire
worthless.
Cybersecurity
Risk (non-principal
risk) With
the increased use of technologies such as the Internet to conduct business, the
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 incidents affecting the Fund or its
service providers may cause disruptions and impact business operations,
potentially resulting in financial losses, interference with the Fund’s ability
to calculate its NAV, impediments to trading, the inability of 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. Similar adverse consequences could result
from cyber incidents affecting issuers of securities in which the Fund invests,
counterparties with which the Fund engages in transactions, governmental and
other regulatory authorities, exchange and other financial market operators,
banks, brokers, dealers, insurance companies and other financial institutions
(including financial intermediaries and service providers for shareholders) and
other parties. In addition, substantial costs may be incurred in order to
prevent any cyber incidents in the future. While the Fund’s service providers
have established business continuity plans in the event of, and risk management
systems to prevent, such cyber incidents, there are inherent limitations in such
plans and systems, including the possibility that certain risks have not been
identified. Furthermore, the Fund cannot control the cybersecurity plans and
systems put in place by its service providers or any other third parties whose
operations may affect the Fund or its shareholders. As a result, the Fund and
its shareholders could be negatively impacted.
Portfolio
Holdings
A
description of the Fund’s policies and procedures with respect to the disclosure
of portfolio holdings is available in the Statement of Additional Information
(“SAI”). A copy of the SAI may be obtained by visiting the Fund’s website at
www.equableshares.com.
Investment
Adviser
The
Fund has entered into an investment advisory agreement (“Advisory Agreement”)
with Teramo Advisors, LLC located at 9132 Strada Place, Suite 103 Naples,
Florida 34108. The Adviser is an SEC-registered investment advisory firm formed
in December 2017 and provides investment advisory services to the Fund. As of
October 31, 2023, the Adviser had approximately $196 million in assets under
management.
Subject
to the supervision of the Board, the Adviser is responsible for the day-to-day
management of the Fund in accordance with the Fund’s investment objective and
policies. The Adviser also maintains records related to the advisory services
provided to the Fund and provides most of the personnel needed to fulfill its
obligations under the Advisory Agreement. Pursuant to the Advisory Agreement,
the Adviser is entitled to receive, on a
monthly
basis, an advisory fee in accordance with the breakpoint annual advisory fee
schedule below based on the average daily net assets of the Fund:
|
|
|
|
|
| |
|
AUM
Range (in millions) |
Management
Fee |
|
Less
than $250 |
0.75% |
|
Between
$250 and $500 |
0.70% |
|
Greater
than $500 |
0.65% |
For
the fiscal year ended October 31, 2023, the Adviser received management
fees of 0.77% of the Fund’s average daily net assets when taking into account
recouped management fees related to prior year waivers.
In
addition, the Adviser has contractually agreed to reduce its management fees,
and may reimburse the Fund for certain operating expenses, in order to ensure
that Total Annual Fund Operating Expenses (excluding Rule 12b-1 fees,
shareholder servicing fees, taxes, leverage/borrowing interest, interest
expense, dividends paid on short sales, brokerage and other transactional
expenses, acquired fund fees and expenses, expenses incurred in connection with
any merger or reorganization, or extraordinary expenses) do not exceed 1.10% of
the Fund’s average daily net assets. The Expense Cap will remain in effect
through at least February 28, 2025, and may continue annually thereafter, unless
sooner terminated. The Expense Cap may be terminated (i) at any time upon 60
days’ written notice by the Trust’s Board of Trustees (the “Board”) or (ii) at
the end of the then-current term and upon 60 days’ written notice by the
Adviser. The Adviser may request recoupment of previously waived fees and
reimbursed expenses from the Fund for three years from the date they were waived
or reimbursed, provided after payment of the recoupment is taken into account,
the Total Annual Fund Operating Expenses do not exceed the lesser of the Expense
Cap (i) in effect at the time of the waiver or reimbursement, and (ii) in effect
at the time of recoupment.
A
discussion regarding the basis of the Board’s initial approval of the Advisory
Agreement between the Adviser and the Trust is available in the Fund’s
annual
report
to shareholders for the period ended October 31, 2023.
The
Fund, a series of the Trust, does not hold itself out as related to any other
series of the Trust for purposes of investment and investor services, nor does
it share the same investment adviser with any other series of the
Trust.
Portfolio
Manager
Ronald
A. Santella
Mr.
Santella is the founder, Chief Executive Officer and Chief Investment Officer of
the Adviser, and has over thirty years of experience in the financial markets as
a successful entrepreneur and businessman. Mr. Santella started his career in
1985 at O’Connor and Associates in Chicago as a listed options trader. In 1986
he joined Grace Brothers as the head trader and portfolio manager for arbitrage
strategies. In 1990, Mr. Santella founded and managed a hedge fund primarily
focused on convertible bond and volatility arbitrage strategies. After a
successful tenure of managing a series of hedge funds over the next 15 years,
Mr. Santella established a family office in 2005 to invest his own capital,
along with a limited number of partners’ capital, in alternative investment
strategies. In 2008, Mr. Santella took the helm as CEO of Fox River Execution,
an institutional brokerage firm, based in Geneva, Illinois. Under his
leadership, Fox River aggressively grew its customer base, revenues and profit
over a 2-year period; which resulted in the ultimate sale of the firm to SunGard
in July of 2010. Since leaving SunGard in 2011, Mr. Santella has acted as an
independent consultant, and has partnered with Woori Bank of Korea, SkyBridge
Capital and ED&F Man Capital Markets to provide solutions and create
products in alternatives, mutual funds and execution services for UIT
sponsors.
The
SAI provides additional information about Mr. Santella’s compensation, other
accounts managed, and ownership of Fund shares.
Payments
to Financial Intermediaries
The
Fund may pay service fees to financial intermediaries, such as banks,
broker-dealers, financial advisors or other financial institutions, including
affiliates of the Adviser, for sub-administration, sub-transfer agency and other
shareholder services associated with shareholders whose shares are held of
record in omnibus accounts, other group accounts, or accounts traded through
registered securities clearing agents.
The
Adviser, out of its own resources and without additional cost to the Fund or its
shareholders, may provide additional cash payments to financial intermediaries
who sell shares of the Fund. These payments and compensation are in addition to
service fees paid by the Fund, if any. Payments are generally made to financial
intermediaries that provide shareholder servicing, marketing support or access
to sales meetings, sales representatives and management representatives of the
financial intermediary. Payments may also be paid to financial intermediaries
for inclusion of the Fund on a sales list, including a preferred or select sales
list or in other sales programs. Compensation may be paid as an expense
reimbursement in cases in which the financial intermediary provides shareholder
services to the Fund. The Adviser may also pay cash compensation in the form of
finder’s fees that vary depending on the dollar amount of the shares
sold.
Pricing
of Fund Shares
Shares
of the Fund are sold at the Fund’s net asset value (“NAV”). The NAV is
determined by dividing the value of the Fund’s securities, cash and other
assets, minus all liabilities, by the number of shares outstanding (assets –
liabilities / number of shares = NAV). The NAV takes into account the expenses
and fees of the Fund, including management, administration and other fees, which
are accrued daily. The Fund’s share price is ordinarily calculated as of the
scheduled close of regular trading (generally, 4:00 p.m. Eastern Time) on each
day that the NYSE is open for business.
In
valuing the Fund’s assets for calculating NAV, readily marketable portfolio
securities listed on a national securities exchange are valued at the last sale
price on the business day as of which such value is being determined. If there
has been no sale on such exchange on such day, the security is valued at the
mean between the bid and asked prices on such day. Securities primarily traded
in the Nasdaq National Market System (“NASDAQ”) for which market quotations are
readily available shall be valued using the Nasdaq Official Closing Price
(“NOCP”). If the NOCP is not available, such securities shall be valued at the
last sale price on the day of valuation, or if there has been no sale on such
day, at the mean between the bid and asked prices. Readily marketable securities
traded only in the over-the market and not on NASDAQ are valued at the most
recent trade price. Exchange traded options are valued at the composite mean
price, which calculates the mean of the highest bid price and lowest ask price
across the exchanges where the option is principally traded. On the last trading
day prior to expiration, expiring options may be priced at intrinsic value. All
ETFs are valued at the last reported sale price on the exchange on which the ETF
is principally traded. If, on a particular day, an ETF does not trade, then the
shares of the ETF will be priced at the value determined by the ETF.
All
shareholder transaction orders received in good order (as described below under
“How to Purchase Shares of the Fund – Good Order Purchase Requests”) by the
Fund’s transfer agent, U.S. Bancorp Fund Services, LLC (the “Transfer Agent”),
or an authorized financial intermediary, by the close of regular trading on the
NYSE, generally 4:00 p.m. Eastern Time, will be processed at the NAV on
that day. Transaction orders received after the close of the NYSE will receive
the NAV on the next business day. The Fund’s NAV, however, may be calculated
earlier if trading on the NYSE is restricted or as permitted by the SEC. The
Fund does not determine the NAV of its shares on any day when the NYSE is not
open for trading, such as weekends and certain national holidays as disclosed in
the SAI (even if there is sufficient trading in its portfolio securities on such
days to
materially
affect the NAV). In certain cases, fair value determinations may be made as
described below under procedures as approved by the Board.
Fair
Value Pricing
Occasionally,
market quotations are not readily available or are unreliable, or there may be
events affecting the value of foreign securities or other securities held by the
Fund that occur when regular trading on foreign exchanges is closed, but before
trading on the NYSE is closed. The Adviser has been designated by the Board as
the Fund’s valuation designee to make all fair value determinations with respect
to the Fund’s portfolio investments, subject to the Board’s oversight. As
valuation designee, the Adviser has adopted and implemented policies and
procedures to be followed when making fair value determinations. Generally, the
fair value of a portfolio security or other asset shall be the amount that the
owner of the security or asset might reasonably expect to receive upon closing
of the position.
Attempts
to determine the fair value of securities introduce an element of subjectivity
to the pricing of securities. As a result, the price of a security determined
through fair valuation techniques may differ from the price quoted or published
by other sources and may not accurately reflect the market value of the security
when trading resumes. If a reliable market quotation becomes available for a
security formerly valued through fair valuation techniques, the Adviser would
compare the new market quotation to the fair value price to evaluate the
effectiveness of its fair valuation procedures. If any significant discrepancies
are found, the Adviser may adjust its fair valuation procedures.
How
to Purchase Fund Shares
Investment
Minimums
There
is no minimum initial investment to purchase shares of the Fund. Additional
investments may be made in any amount. Institutional Class shares may also be
available on certain brokerage platforms. An investor transacting in
Institutional Class shares through a broker acting as an agent for the investor
may be required to pay a commission and/or other forms of compensation to the
broker.
Good
Order Purchase Requests
When
making a purchase request, make sure your request is in good order. “Good order”
means your purchase request includes:
•the
name
of the Fund;
•the
class
of shares to be purchased;
•the
dollar
amount of shares to be purchased;
•your
account application
or investment stub; and
•a
check payable to the name of the Fund, or a wire transfer received by the
Fund.
All
purchases by check must be in U.S. dollars and drawn on U.S. banks. The Fund
will not accept payment in cash or money orders. Also, to prevent check fraud,
the Fund will not accept third party checks, Treasury checks, credit card
checks, traveler’s checks or starter checks for the purchase of shares. The Fund
is unable to accept post-dated checks or any conditional order or
payment.
If
your check is returned for any reason, the Transfer Agent will assess a $25 fee
against your account. You will also be responsible for any losses suffered by
the Fund as a result.
An
account application to purchase Fund shares is subject to acceptance by the Fund
and is not binding until so accepted. The Fund reserves the right to reject any
account application or to reject any purchase order if, in its discretion, it is
in the Fund’s best interest to do so. For example, a purchase order may be
refused if it appears so large that it would disrupt the management of the Fund.
Purchases may also be rejected from persons believed to be “market-timers,” as
described under “Tools to Combat Frequent Transactions,” below. Accounts opened
by
entities, such as credit unions, corporations, limited liability companies,
partnerships or trusts, will require additional documentation. Please note that
if any information listed above is missing, your account application will be
returned and your account will not be opened.
Upon
receipt by the Fund or a financial intermediary, all purchase requests received
in good order before the close of the NYSE (generally 4:00 p.m., Eastern
Time) will be processed at the applicable price next calculated after receipt.
Purchase requests received after the close of the NYSE (generally
4:00 p.m., Eastern Time) will be priced on the next business
day.
Shares
of the Fund have not been registered for sale outside of the United States. The
Fund generally does not sell shares to investors residing outside the United
States, even if they are United States citizens or lawful permanent residents,
except to investors with United States military APO or FPO
addresses.
Purchase
by Mail.
For direct investments through the Transfer Agent, you should:
•Complete
and sign the account application;
•To
open an account, write a check payable to the name of the Fund;
•Send
your account application and check to one of the addresses listed
below;
•For
subsequent investments, detach the Invest by Mail form that is attached to the
confirmation statement you will receive after each transaction and mail it with
a check made payable to the Fund in the envelope provided with your statement or
to one of the addresses noted below. Write your account number on the check. If
you do not have the Invest by Mail form from your confirmation statement,
include the Fund name, your name, address and account number on a separate piece
of paper.
|
|
|
|
|
| |
| Regular
Mail |
Overnight
or Express Mail |
| Equable
Shares Funds |
Equable
Shares Funds |
| c/o
U.S. Bank Global Fund Services |
c/o
U.S. Bank Global Fund Services |
| P.O.
Box 701 |
615
East Michigan Street, 3rd Floor |
| Milwaukee,
WI 53201-0701 |
Milwaukee,
WI 53202 |
The
Fund does not consider the U.S. Postal Service or other independent delivery
services to be its agents. Therefore, deposit in the mail or with such services,
or receipt at the U.S. Bancorp Fund Services, LLC post office box, of purchase
orders or redemption requests does not constitute receipt by the Transfer Agent
of the Fund. Receipt of purchase orders or redemption requests is based on when
the order or request is received at the Transfer Agent’s offices.
Purchase
by Wire.
If you are making your first investment in the Fund, before you wire funds,
please contact the Transfer Agent by phone to make arrangements with a
representative to submit your completed account application via mail or
overnight delivery. Upon receipt of your completed account application, your
account will be established and a service representative will contact you to
provide your new account number and wiring instructions. If you do not receive
this information within one business day, you may call the Transfer Agent at
(888) 898-2024. Once your account has been established, you may instruct your
bank to initiate the wire using the instructions provided below.
For
either initial or subsequent investments, prior to sending the wire, please call
the Transfer Agent at (888) 898-2024 to advise of your wire to ensure proper
credit upon receipt. Your bank must include the name of the Fund, and your name
and account number so that your wire can be correctly applied.
Instruct
your bank to send the wire to:
U.S.
Bank N.A.
777
East Wisconsin Avenue
Milwaukee,
Wisconsin 53202
ABA
#075000022
Credit:
U.S. Bancorp Fund Services, LLC
Account
#112-952-137
Further
Credit: Equable Shares Funds
(Shareholder
Name, Shareholder Account #)
Your
bank may impose a fee for investments by wire. You will receive the NAV for the
day when your wired funds have been received by the Transfer Agent. Wired funds
must be received prior to the close of the NYSE (generally 4:00 p.m., Eastern
Time) to be eligible for same day pricing. Wires received after the close of the
NYSE will be considered received by the next business day. The Fund and the
Transfer Agent are not responsible for the consequences of delays resulting from
the banking or Federal Reserve wire system, or from incomplete wiring
instructions. If you have questions about how to invest by wire, you may call
the Fund at (888) 898-2024.
Purchase
by Telephone.
If you did not decline telephone transactions on your account application, if
you included a voided check or savings deposit slip, and your account has been
open for at least 7 business days, you may purchase additional shares in the
amount of $25,000 or more from your bank account upon request by telephoning the
Fund toll-free at (888) 898-2024. Telephone orders will be accepted via
electronic funds transfer from your pre-designated bank account through the
Automated Clearing House (“ACH”) network. You must have banking information
established on your account prior to making a purchase. Only bank accounts held
at domestic institutions that are ACH members may be used for telephone
transactions. If your order is received prior to the close of the NYSE
(generally 4:00 p.m. Eastern Time), shares will be purchased at the NAV next
calculated. For security reasons, requests by telephone are
recorded.
Automatic
Investment Plan. Once
your account has been opened, you may purchase additional shares of the Fund
through the automatic investment plan (“AIP”) in amounts of at least $50. If you
choose this option, funds will be automatically transferred from your bank
account on a monthly, quarterly, semi-annual or annual basis. To be eligible for
the AIP, your bank must be a domestic institution that is an ACH member. The
Fund may modify or terminate the AIP at any time. The first AIP purchase will
take place no earlier than 7 business days after the transfer agent has received
your request. If your bank rejects your payment, the transfer agent will charge
a $25 fee to your account. To begin participating in the AIP, please complete
the Automatic Investment Plan section on the account application. Any request to
change or terminate your AIP should be submitted to the transfer agent five days
prior to effective date. If your investment is through a financial intermediary
you should contact the financial intermediary directly for information related
to the availability and requirements of their AIP.
Purchases
Placed with Financial Intermediaries.
You may buy and sell shares of the Fund through certain financial
intermediaries. Such financial intermediaries are authorized to designate other
intermediaries to receive purchase and redemption orders on the Fund’s behalf.
Your order will be priced at the Fund’s NAV next computed after it is received
by a financial intermediary. A financial intermediary may hold your shares in an
omnibus account in the financial intermediary’s name and the financial
intermediary may maintain your individual ownership records. If your investment
is aggregated into an omnibus account established by an investment adviser,
broker or other intermediary, the account minimums apply to the omnibus account,
not to your individual investment. Your financial intermediary may impose
investment minimum requirements that are different from those set forth in this
Prospectus. The Fund may pay the financial intermediary for maintaining
individual ownership records as well as providing other shareholder services.
Financial intermediaries may charge fees for the services they provide to you in
connection with processing your transaction order or
maintaining
your account with them. Financial intermediaries are responsible for placing
your order correctly and promptly with the Fund, forwarding payment promptly, as
well as ensuring that you receive copies of the Fund’s Prospectus. The Fund will
be deemed to have received a purchase order when a financial intermediary, or
its authorized designee, receives the order. If you transmit your order with
these financial intermediaries before the close of regular trading (generally,
4:00 p.m., Eastern Time) on a day that the NYSE is open for business, your order
will be priced at the Fund’s NAV next computed after it is received by the
financial intermediary. Investors should check with their financial intermediary
to determine if it is subject to these arrangements.
Cancellations
or Modifications.
The Fund will not accept a request to cancel or modify a written transaction
once processing has begun. Please exercise care when placing a transaction
request.
How
to Redeem Fund Shares
Redeeming
Shares.
Shareholders may redeem shares of the Fund by mail, by telephone, through a
systematic withdrawal plan (“SWP”) or through a financial intermediary, and may
receive redemption proceeds by check, wire or via electronic funds transfer
through the ACH network. Redemptions will be processed only on a day during
which the NYSE is open for business. Note that the Fund may automatically redeem
shares without actions from shareholders in accounts below $1,000 (see “Small
Accounts,” below). If you purchased your shares by check or electronic funds
transfer through the ACH network, you may not receive your redemption proceeds
until your purchase amount has cleared, which may take up to 15 calendar days.
Shareholders can avoid this delay by utilizing the wire purchase option. The
Fund typically expects that it will take one to three days following the receipt
of your redemption request in good order and prior to market close to pay out
redemption proceeds. However, while not expected, payment of redemption proceeds
may take up to seven days.
The
Fund typically expects that it will hold cash, cash equivalents, ETFs or money
market funds to meet redemption requests. The Fund may also use the proceeds
from the sale of portfolio securities to meet redemption requests if consistent
with the management of the Fund. These redemption methods will be used regularly
and may also be used in stressed market conditions. The Fund reserves the right
to redeem in-kind as described below in “Redemptions in-Kind.” Redemptions
in-kind are typically used to meet redemption requests that represent a large
percentage of the Fund’s net assets in order to minimize the effect of large
redemptions on the Fund and its remaining shareholders. Redemptions in-kind may
be used regularly in circumstances as described above, and may also be used in
stressed market conditions. Please note that certain fees may apply depending on
the timing or manner in which you redeem shares (see the section entitled “Tools
to Combat Frequent Transactions” in this Prospectus for more information).
Requests to redeem shares are processed at the NAV next calculated after the
Transfer Agent or your financial intermediary receives your request in good
order.
Shareholders
who have an IRA or other retirement plan must indicate on their written
redemption request whether or not to withhold federal income tax. Redemption
requests failing to indicate an election not to have tax withheld will generally
be subject to a 10% withholding tax.
Shares
held in IRA and other investment accounts may be redeemed by telephone at (888)
898-2024. Investors will be asked whether or not to withhold taxes from any
distribution.
Redeem
by Mail
To
redeem by mail, please:
•Provide
your name and account number;
•Specify
the number of shares or dollar amount to be redeemed and the Fund name or
number;
•Sign
the redemption request (the signature must be exactly the same as the one on
your account application). Make sure that all parties that are required by the
account registration sign the request, and any applicable signature guarantees
are on the request; and
•Send
your request to the appropriate address as given under “Purchase by Mail”.
Redeem
by Telephone.
Unless you declined the option on your account application, you may redeem your
shares of the Fund by telephone up to $100,000. In order to arrange for the
telephone redemption option after your account has been established, or to
change the bank account or address designated to which redemption proceeds are
sent, you must send the Transfer Agent a written request. The request must be
signed by each shareholder of the account. The Transfer Agent may require a
signature guarantee, signature verification from a Signature Validation Program
member, or other acceptable form of authentication from a financial institution
source. To redeem by telephone, call the Transfer Agent at (888) 898-2024
between the hours of 9:00 a.m. and 8:00 p.m. Eastern Time on a day the NYSE is
open for business. Shares of the Fund will be sold in your account at the NAV
determined on the day your order is placed prior to market close (generally 4:00
p.m. Eastern Time); any redemption requests made after market close will receive
the Fund’s next calculated NAV price.
Before
executing an instruction received by telephone, the Transfer Agent will use
reasonable procedures to confirm that the telephone instructions are genuine.
The telephone call may be recorded and the caller may be asked to verify certain
personal identification information. If the Fund or its agents follow these
procedures, they cannot be held liable for any loss, expense or cost arising out
of any telephone redemption request that is reasonably believed to be genuine.
This includes fraudulent or unauthorized requests. The Fund may change, modify
or terminate these privileges at any time upon at least 60 days’ written notice
to shareholders. Once a telephone transaction has been placed, it cannot be
canceled or modified after the close of regular trading on the NYSE (generally,
4:00 p.m., Eastern time). If an account has more than one owner or authorized
person, the Fund will accept telephone instructions from any one owner or
authorized person. During periods of high market activity, you may encounter
higher than usual wait times. Please allow sufficient time to ensure that you
will be able to complete your telephone transaction prior to market close.
Neither the Fund nor the Transfer Agent will be held liable if you are unable to
place your trade due to high call volume.
Redemptions
Through a Financial Intermediary.
You may redeem the Fund’s shares through your financial intermediary.
Redemptions made through a financial intermediary may be subject to procedures
established by that institution. Your financial intermediary is responsible for
sending your order to the Fund and for crediting your account with the proceeds.
For redemption through financial intermediaries, orders will be processed at the
NAV next effective after receipt of the order by the financial intermediary.
Please keep in mind that your financial intermediary may charge additional fees
for its services. Investors should check with their financial intermediaries to
determine if they are subject to these arrangements.
Cancellations
and Modifications.
The Fund will not accept a request to cancel or modify a written transaction
once processing has begun. Please exercise care when placing a transaction
request.
|
|
| |
| Account
and Transaction Policies |
Tools
to Combat Frequent Transactions
The
Fund is intended for long-term investors and discourage frequent purchases and
redemptions of Fund shares. Short-term “market-timers” who engage in frequent
purchases and redemptions may disrupt the Fund’s investment program and create
additional transaction costs that are borne by all of the Fund’s shareholders.
The Board has adopted policies and procedures reasonably designed to detect and
prevent market timing and excessive, short-term trading and other abusive
trading practices that may disrupt portfolio management strategies and harm
performance. The Fund takes steps to reduce the frequency and effect of these
activities in the Fund. These steps may include, among other things, imposing a
redemption fee, monitoring trading activity and using fair value pricing when
appropriate, under procedures as adopted by the Board, when the Adviser
determines current market prices are not readily available or are unreliable. As
approved by the Board, these techniques may change from time to time as
determined by the Fund in its sole discretion.
In
an effort to discourage abusive trading practices and minimize harm to the Fund
and its shareholders, the Fund reserves the right, in its sole discretion, to
reject any purchase order (including exchanges), in whole or in part, for any
reason (including, without limitation, purchases by persons whose trading
activity in the Fund’s shares is believed by the Adviser to be harmful to the
Fund) and without prior notice. The Fund may decide to restrict purchase and
sale activity in its shares based on various factors, including whether frequent
purchase and sale activity will disrupt portfolio management strategies and
adversely affect the Fund’s performance. Although these efforts are designed to
discourage abusive trading practices, these tools cannot eliminate the
possibility that such activity may occur. The Fund seeks to exercise its
judgment in implementing these tools to the best of its ability in a manner that
it believes is consistent with shareholder interests. Except as noted in this
Prospectus, the Fund applies all restrictions uniformly in all applicable cases.
Due
to the complexity and subjectivity involved in identifying abusive trading
activity and the volume of shareholder transactions the Fund handles, there can
be no assurance that the Fund’s efforts will identify all trades or trading
practices that may be considered abusive. In particular, since the Fund receives
purchase and sale orders through financial intermediaries that use group or
omnibus accounts, the Fund cannot always detect frequent trading. However, the
Fund will work with financial intermediaries as necessary to discourage
shareholders from engaging in abusive trading practices and to impose
restrictions on excessive trades.
In
this regard, the Fund has entered into information sharing agreements with
financial intermediaries pursuant to which these intermediaries are required to
provide to the Fund, at the Fund’s request, certain information relating to
their customers investing in the Fund through non-disclosed or omnibus accounts.
The Fund will use this information to attempt to identify abusive trading
practices. Financial intermediaries are contractually required to follow any
instructions from the Fund to restrict or prohibit future purchases from
shareholders that are found to have engaged in abusive trading in violation of
the Fund’s policies. However, the Fund cannot guarantee the accuracy of the
information provided to it from financial intermediaries and cannot ensure that
they will always be able to detect abusive trading practices that occur through
non-disclosed and omnibus accounts. As a consequence, the Fund’s ability to
monitor and discourage abusive trading practices in non-disclosed and omnibus
accounts may be limited.
Proceeds
Proceeds
will generally be sent no later than seven calendar days after the Fund receives
your redemption request. If elected on your account application, you may have
the proceeds of the redemption request sent by check to your address of record,
by wire to a pre-determined bank, or by electronic funds transfer via the ACH
network to the bank account designated by you on your account application. The
minimum wire amount is
$1,000
and there is a $15 fee for each wire transfer. When proceeds are sent via the
ACH network, the funds are usually available in your bank account in two to
three business days.
Check
and ACH Clearance
The
proceeds from a redemption request may be delayed up to 15 calendar days from
the date of the receipt of a purchase made by check or electronic funds transfer
through the ACH network until the payment for the purchase clears. If the
purchase amount does not clear, you may be responsible for any losses suffered
by the Fund as well as a $25 service charge imposed by the Transfer Agent.
Suspension
of Redemptions
The
Fund may temporarily suspend the right of redemption or postpone payments for up
to seven days under certain emergency circumstances or when the SEC orders a
suspension.
Signature
Guarantees
The
Transfer Agent may require a signature guarantee for certain requests. A
signature guarantee assures that your signature is genuine and protects you from
unauthorized transactions. A signature guarantee of each owner, from either a
Medallion program member or a non-Medallion program member, is required in the
following situations:
•For
all redemptions in excess of $50,000, unless paid via wire;
•When
a redemption is received by the Transfer Agent and the account address has
changed within the last 30 calendar days;
•When
requesting a change in ownership on your account;
•When
redemption proceeds are payable or sent to any person, address or bank account
not on record.
Non-financial
transactions including establishing or modifying certain services on an account
may require a signature guarantee, signature verification from a Signature
Validation Program member, or other acceptable form of authentication from a
financial institution source.
In
addition to the situations described above, the Fund and/or the Transfer Agent
may require a signature guarantee in other instances based on the circumstances
relative to the particular situation. Signature guarantees will generally be
accepted from domestic banks, brokers, dealers, credit unions, national
securities exchanges, registered securities associations, clearing agencies and
savings associations, as well as from participants in the New York Stock
Exchange Medallion Signature Program and the Securities Transfer Agents
Medallion Program (“STAMP”). A
notary public is not an acceptable signature guarantor.
Customer
Identification Program
Please
note that, in compliance with the USA PATRIOT Act of 2001, the Transfer Agent
will verify certain information on your account application as part of the
Fund’s Anti-Money Laundering Program. As requested on the account application,
you must supply your full name, date of birth, social security number and
permanent street address. If you are opening the account in the name of a legal
entity (e.g., partnership, limited liability company, business trust,
corporation, etc.), you must also supply the identity of the beneficial owners
of the legal entity. Mailing addresses containing only a P.O. Box will not
be accepted. If you do not supply the necessary information, the Transfer Agent
may not be able to open your account. Please contact the Transfer Agent at (888)
898-2024 if you need additional assistance when completing your account
application. If the Transfer Agent is unable to verify your identity or that of
another person authorized to act on your behalf, or if it believes it has
identified potentially criminal activity, the Fund reserves the right to
temporarily limit additional share purchases, close your account or take any
other action it deems reasonable or required by law. In the rare event that the
Transfer Agent is unable to verify your identity, the Fund reserves the right to
redeem your account at the current day’s net asset value.
No
Certificates
The
Fund does not issue share certificates.
Right
to Reject Purchases
The
Fund reserves the right to reject any purchase in whole or in part. The Fund may
cease taking purchase orders at any time when the Adviser believes it is in the
best interest of the current shareholders. The purpose of such action is to
limit increased Fund expenses incurred when certain investors buy and sell
shares of the Fund for the short-term when the markets are highly
volatile.
Redemptions
in-Kind
The
Fund generally pays redemption proceeds in cash. However, the Fund reserves the
right to pay all or part of a shareholder’s redemption proceeds in portfolio
securities with a market value equal to the redemption price
(redemption-in-kind). It is not expected that the Fund would do so except during
unusual market conditions. If the Fund pays your redemption proceeds by a
distribution of securities, you could incur brokerage or other charges in
converting the securities to cash and will bear any market risks associated with
such securities until they are converted into cash. A redemption in-kind may be
paid in the form of pro-rata slices of the Fund’s portfolio, individual
securities or a representative basket of securities. A redemption in-kind is
treated as a taxable transaction and a sale of the redeemed shares, generally
resulting in capital gain or loss to you, subject to certain loss limitation
rules.
Small
Accounts
To
reduce expenses, the Fund may redeem an account if the total value of the
account falls below $5,000 due to redemptions. An investor will be given
30 days’ prior written notice of this redemption. During that period, an
investor may purchase additional shares to avoid the redemption. Automatic
redemption of your account may result in tax consequences. Please see
“Dividends, Distributions and Their Taxation” below.
Householding
In
an effort to decrease costs, the Fund will reduce the number of duplicate
Prospectuses and other similar documents that you receive by sending only one
copy of each to those addresses shown by two or more accounts. Please call the
Transfer Agent toll free at (888) 898-2024 to request individual copies of these
documents. The Fund will begin sending individual copies 30 calendar days after
receiving your request. This policy does not apply to account
statements.
Lost
Shareholders, Inactive Accounts and Unclaimed Property
It
is important that the Fund maintains a correct address for each investor. An
incorrect address may cause an investor’s account statements and other mailings
to be returned to the Fund. Based upon statutory requirements for returned mail,
the Fund will attempt to locate the investor or rightful owner of the account.
If the Fund is unable to locate the investor, then it will determine whether the
investor’s account can legally be considered abandoned. Mutual fund accounts may
be transferred to the state government of an investor’s state of residence if no
activity occurs within the account during the “inactivity period” specified in
the applicable state’s abandoned property laws, which varies by state. The Fund
is legally obligated to escheat (or transfer) abandoned property to the
appropriate state’s unclaimed property administrator in accordance with
statutory requirements. The investor’s last known address of record determines
which state has jurisdiction. To help protect their accounts, shareholders
should keep their accounts up-to-date and active, which may include calling the
Fund at (888) 898-2024 to generate shareholder initiated activity such as
completing an account transaction. Investors who are residents of the state of
Texas may designate a representative to receive legislatively required unclaimed
property due diligence notifications. Please contact the Fund to complete a
Texas Designation of Representative form.
|
|
| |
| Distribution
of Fund Shares |
Dividends,
Distributions and their Taxation
If
you redeem your Fund shares, part of your redemption proceeds may represent your
allocable share of the distributions made by the Fund relating to that tax year.
You will be informed quarterly of the amount and nature of the Fund’s
distributions. If you sell or exchange your Fund shares, it is a taxable event
for you. An exchange of shares is treated as a taxable sale. Depending on the
purchase price and the sale price of the shares you sell or exchange, you may
have a gain or loss on the transaction. Any capital gain or loss realized upon a
sale of Fund shares is generally treated as a long-term gain or loss if the
shares have been held for more than one year. Any capital gain or loss realized
upon a sale of Fund shares held for one year or less is generally treated as
short-term gain or loss, except that any capital loss on the sale of shares held
for six months or less will be treated as long-term capital loss to the extent
distributions of net capital gain were paid (or treated as paid) with respect to
such shares. Any loss realized on a sale will be disallowed to the extent shares
of the Fund are acquired, including through reinvestment of dividends, within a
61-day period beginning 30 days before and ending 30 days after the sale of Fund
shares. You are responsible for any tax liabilities generated by your
transaction. The Code limits the deductibility of capital losses in certain
circumstances.
For
federal income tax purposes, all dividends and distributions of net realized
short-term capital gains you receive from the Fund are taxable as ordinary
income or as qualified dividend income, whether reinvested in additional shares
or received in cash, unless you are exempt from taxation or entitled to a tax
deferral. Distributions of net realized long-term capital gains you receive from
the Fund, whether reinvested in additional shares or received in cash, are
taxable as a capital gain. The capital gain holding period is determined by the
length of time the Fund has held the security and not the length of time you
have held shares in the Fund. For noncorporate shareholders, long-term capital
gains are generally taxable at tax rates of up to 20% (lower rates apply to
individuals in lower tax brackets).
U.S.
individuals with income exceeding certain 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
gains realized on the sale of shares of the 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.
Distributions
paid in January but declared by the Fund in October, November or December of the
previous year payable to shareholders of record in such a month may be taxable
to you in the previous year.
You
will be informed annually as to the amount and nature of all dividends and
capital gains paid during the prior year. Such capital gains and dividends may
also be subject to state or local taxes. If you are not required to pay taxes on
your income, you are generally not required to pay federal income taxes on the
amounts distributed to you.
Interest
and other income received by the Fund with respect to foreign securities may
give rise to withholding and other taxes imposed by foreign countries. Tax
conventions between certain countries and the United States may reduce or
eliminate such taxes.
The
Fund intends to pay dividends from net investment income at least quarterly, and
to distribute all net realized capital gains at least annually. In addition, the
Fund may make additional distributions if necessary to avoid imposition of a 4%
excise tax or other tax on undistributed income and gains. However, no
assurances can be given that distributions will be sufficient to eliminate all
taxes. You should measure the success of your investment by the value of your
investment at any given time and not by the distributions you
receive.
When
a dividend or capital gain is distributed, the Fund’s NAV decreases by the
amount of the payment. If you purchase shares shortly before a distribution, you
will be subject to income taxes on the distribution, even though the value of
your investment (plus cash received, if any) remains the same. All dividends and
capital gains distributions will be automatically reinvested in Fund shares at
the then-current NAV, unless you choose one of the following options: (1)
receive dividends in cash while reinvesting capital gain distributions in
additional Fund shares; (2) receive capital gain distributions in cash while
reinvesting dividends in additional Fund shares; or (3) receive all
distributions in cash. Distributions are taxable whether received in cash or
additional Fund shares.
The
election to receive dividends or reinvest them may be changed by telephoning the
Fund at (888) 898-2024 or by writing to the Fund at:
Equable
Shares Funds
c/o
U.S. Bank Global Fund Services
P.O.
Box 701
Milwaukee,
Wisconsin 53201-0701
In
order to allow sufficient processing time for a change in distribution
elections, any change must be received at least 5 days prior to the record date
for the distribution. If you elect to receive distributions and/or dividends by
check and the post office cannot deliver the check, or if the check remains
uncashed for six months, the Fund reserves the right to reinvest the
distribution check in your Fund account at the then-current NAV per share and to
reinvest all subsequent distributions in shares of the applicable
Fund.
By
law, the Fund must withhold a percentage of your taxable distribution and
redemption proceeds if you do not provide your correct social security or
taxpayer identification number and certify that you are not subject to backup
withholding, or if the IRS instructs the Fund to do so.
Federal
law requires that mutual fund companies report their shareholders’ cost basis,
gain/loss and holding period to the IRS on the shareholders’ Consolidated Form
1099s when “covered” shares of the mutual funds are sold. Covered shares are any
fund and/or dividend reinvestment plan shares acquired on or after
January 1, 2012.
The
Fund has chosen average cost as its standing (default) tax lot identification
method for all shareholders, which means this is the method the Fund will use to
determine which specific shares are deemed to be sold when there are multiple
purchases on different dates at differing NAVs, and the entire position is not
sold at one time. You may choose a method other than the Fund’s standing method
at the time of your purchase or upon sale of covered shares. The cost basis
method a shareholder elects may not be changed with respect to a redemption of
shares after the settlement date of the redemption. Fund shareholders should
consult their tax advisers to determine the best IRS-accepted cost basis method
for their tax situation and to obtain more information about how the new cost
basis reporting rules may apply to them.
The
foregoing discussion summarizes some of the possible consequences under current
federal tax law of an investment in the Fund. It is not a substitute for
personal tax advice. You also may be subject to state and local tax on Fund
distributions and sales of Fund shares. Consult your personal tax adviser about
the potential tax consequences of an investment in Fund shares under all
applicable tax laws. For more information, please see the section entitled
“Federal Income Taxes” in the SAI.
The
Trust enters into contractual arrangements with various parties, including,
among others, the Fund’s investment adviser, administrator and distributor, who
provide services to the Fund. Shareholders of the Fund
are
not parties to, or intended (or “third-party”) beneficiaries of, any of those
contractual arrangements, and those contractual arrangements are not intended to
create in any individual shareholder or group of shareholders any right to
enforce such contractual arrangements against the service providers or to seek
any remedy under such contractual arrangements against the service providers,
either directly or on behalf of the Trust.
This
prospectus provides information concerning the Trust and the Fund that you
should consider in determining whether to purchase shares of the Fund. None of
this prospectus, the SAI or any document filed as an exhibit to the Trust’s
registration statement, is intended to, nor does it, give rise to an agreement
or contract between the Trust or the Fund and any investor, or give rise to any
contract or other rights in any individual shareholder, group of shareholders or
other person other than any rights conferred explicitly by federal or state
securities laws that may not be waived.
Closing
the Fund.
The Trust’s Board of Trustees (the “Board of Trustees”) retains the right to
close the Fund (or partially close the Fund) to new purchases if it is
determined to be in the best interest of shareholders. Based on market and Fund
conditions, and in consultation with the Adviser, the Board of Trustees may
decide to close the Fund to new investors, all investors or certain classes of
investors (such as fund supermarkets) at any time. If the Fund is closed to new
purchases it will continue to honor redemption requests, unless the right to
redeem shares has been temporarily suspended as permitted by federal law.
The
financial highlights table is intended to help you understand the Fund’s
financial performance since inception. Certain information reflects financial
results for a single Fund share. The total return in the table represents the
rate that an investor would have earned or lost on an investment in the Fund
(assuming reinvestment of all dividends and distributions). This information has
been derived from the financial statements audited by Cohen & Company, Ltd.,
the Fund’s independent registered public accounting firm, whose report, along
with the Fund’s financial statements, is included in the Fund’s October 31,
2023 Annual
Report,
which is available upon request.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
For
a Fund share outstanding throughout the period. |
|
Institutional
Class |
For
the
Year
Ended
October
31,
2023 |
|
For
the
Year
Ended
October
31,
2022 |
|
For
the
Year
Ended
October
31,
2021 |
|
For
the
Year
Ended
October
31,
2020 |
|
For
the Period
Inception
through
October
31,
2019(1) |
|
|
|
|
|
|
|
|
|
| |
| PER
SHARE DATA: |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
| |
| Net
asset value, beginning of period |
$ |
11.74 |
|
| $ |
12.44 |
|
| $ |
10.63 |
|
| $ |
10.63 |
|
| $ |
10.00 |
|
|
|
|
|
|
|
|
|
|
| |
| INVESTMENT
OPERATIONS: |
|
|
|
|
|
|
|
| |
|
Net
investment income(2)(3) |
0.10 |
|
| 0.03 |
|
| 0.01 |
|
| 0.04 |
|
| 0.05 |
|
|
Net
realized and unrealized gains (losses) on investments(4) |
1.13 |
|
| (0.70) |
|
| 1.84 |
|
| 0.01 |
|
| 0.58 |
|
| Total
from investment operations |
1.23 |
|
| (0.67) |
|
| 1.85 |
|
| 0.05 |
|
| 0.63 |
|
|
|
|
|
|
|
|
|
|
| |
|
LESS
DISTRIBUTIONS FROM: |
|
|
|
|
|
|
|
| |
|
Net
investment income |
(0.12) |
|
| (0.03) |
|
| (0.04) |
|
| (0.05) |
|
| — |
|
|
Net
realized gain |
(0.27) |
|
| — |
|
| — |
|
| — |
|
| — |
|
|
Total
distributions |
(0.39) |
|
| (0.03) |
|
| (0.04) |
|
| (0.05) |
|
| — |
|
|
Net
asset value, end of period |
$ |
12.58 |
|
| $ |
11.74 |
|
| $ |
12.44 |
|
| $ |
10.63 |
|
| $ |
10.63 |
|
|
|
|
|
|
|
|
|
|
| |
|
TOTAL
RETURN(5) |
10.62 |
% |
| -5.35 |
% |
| 17.50 |
% |
| 0.43 |
% |
| 6.30 |
% |
|
|
|
|
|
|
|
|
|
| |
| SUPPLEMENTAL
DATA AND RATIOS: |
|
|
|
|
|
|
|
| |
| Net
assets, end of period (in thousands) |
$ |
156,133 |
|
| $ |
108,944 |
|
| $ |
69,296 |
|
| $ |
51,182 |
|
| $ |
23,489 |
|
| Ratio
of gross expenses to average net assets: |
|
|
|
|
|
|
|
| |
|
Before
expense reimbursement/recoupment(6)(7) |
1.13 |
% |
| 1.10 |
% |
| 1.25 |
% |
| 1.34 |
% |
| 2.85 |
% |
|
After
expense reimbursement/recoupment(6)(7) |
1.15%(11) |
| 1.20 |
% |
| 1.20 |
% |
| 1.20 |
% |
| 1.20 |
% |
|
Ratio
of net investment income to average net assets(6)(7) |
0.77 |
% |
| 0.27 |
% |
| 0.11 |
% |
| 0.35 |
% |
| 1.05 |
% |
|
Portfolio
turnover rate(5)(8) |
10%(9) |
| 77% |
|
25%(9) |
|
106%(10) |
| 0.04 |
% |
(1)Commencement
date of the Fund was June 1, 2019.
(2)Calculated
based on average shares outstanding during the period.
(3)Recognition
of net investment income by the Fund is affected by the timing of the
declaration of dividends by the underlying exchange traded funds in which the
Fund invests. The ratio does not include net investment income of the exchange
traded funds in which the Fund invests.
(4)Realized
and unrealized gains and losses per shares in this caption are balancing amounts
necessary to reconcile the change in net asset value per share for the period,
and may not reconcile with the aggregate gains and losses in the Statement of
Operations due to share transactions for the period.
(5)Not
annualized for periods less than one year.
(6)Annualized
for periods less than one year.
(7)These
ratios exclude the impact of expenses of the underlying exchange traded funds as
represented in the Schedule of Investments. Recognition of net investment income
by the Fund is affected by the timing of the underlying exchange traded funds in
which the Fund invests.
(8)The
numerator for the portfolio turnover rate includes the lesser of purchases or
sales (excluding short-term investments and short-term options). The denominator
includes the average fair value of long positions throughout the
period.
(9)The
change in portfolio turnover is related to the trade activity executed during
the Fund’s fiscal period/year.
(10)The
change in portfolio turnover relates to the Fund executing its investment
strategy over the course of the full annual year.
(11)Prior
to April 1, 2023, the annual expense limitation was 1.20% of the average daily
net assets. Thereafter it was 1.10%.
INVESTMENT
ADVISER
Teramo
Advisors, LLC
9132
Strada Place, Suite 103
Naples,
Florida 34108
DISTRIBUTOR
Quasar
Distributors, LLC
3
Canal Plaza, Suite 100
Portland,
Maine 04101
CUSTODIAN
U.S.
Bank, N.A.
1555
North Rivercenter Drive, Suite 302
Milwaukee,
Wisconsin 53212
ADMINISTRATOR,
FUND ACCOUNTANT AND TRANSFER AGENT
U.S.
Bancorp Fund Services, LLC
615
East Michigan Street
Milwaukee,
Wisconsin 53202
INDEPENDENT
REGISTERED
PUBLIC
ACCOUNTING FIRM
Cohen
& Company, Ltd.
342
North Water Street, Suite 830
Milwaukee, Wisconsin 53202
LEGAL
COUNSEL
Kirkland
& Ellis LLP
1301
Pennsylvania Avenue, N.W.
Washington,
DC 20004
The
Fund collects only relevant information about you that the law allows or
requires them to have in order to conduct their business and properly service
you. The Fund collects financial and personal information about you (“Personal
Information”) directly (e.g., information on account applications and other
forms, such as your name, address, and social security number, and information
provided to access account information or conduct account transactions online,
such as password, account number, e-mail address, and alternate telephone
number), and indirectly (e.g., information about your transactions with us, such
as transaction amounts, account balance and account holdings).
The
Fund does not disclose any non-public personal information about their
shareholders or former shareholders other than for everyday business purposes
such as to process a transaction, service an account, respond to court orders
and legal investigations or as otherwise permitted by law. Third parties that
may receive this information include companies that provide transfer agency,
technology and administrative services to the Fund, as well as the Fund’s
investment adviser who is an affiliate of the Fund. If you maintain a
retirement/educational custodial account directly with the Fund, we may also
disclose your Personal Information to the custodian for that account for
shareholder servicing purposes. The Fund limits access to your Personal
Information provided to unaffiliated third parties to information necessary to
carry out their assigned responsibilities to the Fund. All shareholder records
will be disposed of in accordance with applicable law. The Fund maintains
physical, electronic and procedural safeguards to protect your Personal
Information and requires their third party service providers with access to such
information to treat your Personal Information with the same high degree of
confidentiality.
In
the event that you hold shares of the Fund through a financial intermediary,
including, but not limited to, a broker-dealer, bank, credit union or trust
company, the privacy policy of your financial intermediary governs how your
non-public personal information is shared with unaffiliated third
parties.
Equable
Shares Hedged Equity Fund
A
Series of Series Portfolios Trust
FOR
MORE INFORMATION
You
can find more information about the Fund in the following
documents:
Statement
of Additional Information
The
SAI provides additional details about the investments and techniques of the Fund
and certain other additional information. A current SAI is on file with the SEC
and is incorporated into this Prospectus by reference. This means that the SAI
is legally considered a part of this Prospectus even though it is not physically
within this Prospectus.
Annual
and Semi-Annual Reports
Additional
information about the Fund’s investments are in the Fund’s annual and
semi-annual reports to shareholders (collectively, the “Shareholder Reports”)
and in Form N-CSR. In the Fund’s annual report you will find a discussion of the
market conditions and investment strategies that significantly affected the
Fund’s performance during its last fiscal year. In Form N-CSR, you will find the
Fund’s annual and semi-annual financial statements.
The
SAI and the Shareholder Reports are available free of charge on the Fund’s
website at www.equableshares.com/funds. You can also obtain a free copy of these
documents, request other information, or make general inquiries about the Fund
by calling the Fund (toll-free) at (888) 898-2024 or by writing to:
Equable
Shares Funds
c/o
U.S. Bank Global Fund Services
P.O.
Box 701
Milwaukee,
Wisconsin 53201-0701
Reports
and other information about the Fund are also available:
•Free
of charge from the SEC’s EDGAR database on the SEC’s Internet website at
http://www.sec.gov; or
•For
a fee, by electronic request at the following e-mail address:
[email protected].
|
|
| |
|
(The
Trust’s SEC Investment Company Act of 1940 file number is
811-23084) |
