Langar
Global HealthTech ETF
(Ticker:
LGHT)
A series of the
Spinnaker ETF
Series
PROSPECTUS
December 18, 2023
This
prospectus contains information about Langar
Global HealthTech ETF that you should know before investing. You
should read this prospectus carefully before you invest or send money and keep
it for future reference. For questions, or for Shareholder Services,
please call 1-800-773-3863.
Shares
of the Funds are listed and traded on NYSE Arca (“Exchange”)
The
securities offered by this prospectus have not been approved or
disapproved by the Securities and Exchange Commission, nor has the
Securities and Exchange Commission passed upon the adequacy of this
prospectus. Any representation to the contrary is a criminal
offense. |
TABLE OF CONTENTS
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Back
Cover |
Investment
Objective
Langar Global HealthTech ETF (the “Fund”) seeks
long-term growth of capital.
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 Fund (“Shares”). Investors purchasing or selling Shares in
the secondary market may be subject to costs (including customary brokerage
commissions) charged by their broker. These costs are not included in the
expense example below.
Annual
Fund Operating Expenses
(ongoing
expenses that you pay each year as a percentage of the value of your
investment) |
Management
Fees |
0.85% |
Other
Expenses1 |
0.00% |
Total
Annual Fund Operating Expenses |
0.85% |
1.
Example. This
Example is intended to help you compare the cost of investing in the Fund with
the cost of investing in other funds. The Example assumes that you invest
$10,000 in the Fund for the time periods indicated and then redeem (or you hold)
all of your shares at the end of those periods. The Example also assumes
that your investment has a 5% return each year and the Fund’s operating expenses
remain the same. Although your actual costs may be higher or lower, based on
these assumptions your costs would be:
Portfolio
Turnover. The Fund may pay transaction
costs, such as commissions, when it buys and sells securities (or “turns over”
its portfolio). A higher portfolio turnover rate may indicate higher transaction
costs and may result in higher taxes when Shares are held in a taxable account.
These costs, which are not reflected in Annual Fund Operating Expenses or in the
Example, affect the Fund’s performance.
Principal Investment
Strategies
As
an actively managed exchange-traded fund (“ETF”), the Fund will not seek to
replicate the performance of an index. The Fund intends to achieve its
investment objective by investing a majority of its net assets in U.S. and
foreign exchange-listed healthcare technology companies in the U.S and a number
of developed countries around the world. Under normal circumstances, the
Fund will invest at least 80% of the Fund’s net assets (plus borrowings for
investment purposes) in U.S. and foreign exchange-listed equity securities of
healthcare technology companies and American Depository Receipts (“ADRs”) on
those securities. These securities may be of any market
capitalization.
Langar
Investment Management, LLC (the “Advisor”) uses a combination of a top-down
review and a bottom-up research methodology to select fundamentally strong
companies that develop technology to create efficiency in healthcare by
addressing key pain points for patients, providers, payors, and/or hospitals.
Pain points are consistent problems that a patient, provider and/or other
healthcare stakeholder has when dealing with a product and/or service, which are
unmet needs that are not adequately addressed for a company to solve in the
market. These companies are generally in one of the nine subsectors
described below and may include robotic surgery companies, virtual and/or
telemedicine companies, companies that develop next-generation insurance payment
models, drug development companies leveraging artificial intelligence (AI),
digital clinical trial companies, companies that address operational issues
within a hospital, and companies that leverage large language model (LLM) AI to
develop next best recommendation engines to improve/facilitate the intake,
monitoring, and treatment of a patient. The process has four main steps:
1) Langar’s HealthTech classification; 2) Langar Rating™; 3) Langar’s HealthTech
Industry Risk Score; and 4) Investment Committee review.
Langar’s HealthTech
Classification
The
Advisor starts by recategorizing public companies in the healthcare industry as
defined by the Standard & Poor’s Global Industry Classification Standard
(“GICS”) to determine the companies that fit into the Advisor’s definition of a
HealthTech company. The Advisor defines a “HealthTech Company” as a
company that: i) develops technology to create efficiencies in healthcare by
addressing key pain points of patients, providers, payors and/or hospitals; and
ii) receives a majority of its revenue from HealthTech products and/or services
as reported through filings with the SEC. HealthTech Companies can be
grouped into nine subsectors:
Public HealthTech subsector definitions:
• |
Access to Care – Provide care outside of
a hospital setting through virtual, in-person, or a hybrid care
combination. |
• |
Biopharma – Pharmaceutical and
biotechnology companies that use artificial intelligence/machine learning
(“AI/ML”) technologies as an integral part of their drug design or
development process. |
• |
Clinical Trials – Enables the efficient
deployment, tracking and/or completion of trials that support novel
medications and/or treatments. |
• |
Decision Support – Provides clinicians
with patient-specific information, which is intelligently filtered or
presented at appropriate times to enhance
care. |
• |
Hospital Operations – Improves the
efficiency of hospital workflows that are required to provide
care. |
• |
Insurance – Leverage AI/ML models to save
costs and improve services of private and/or government
programs. |
• |
Treatment Device – Devices that leverage
an AI/ML algorithm to facilitate treatment of a specific medical
problem. |
Private
HealthTech subsector definitions:
• |
Lifestyle Wellness – Assists users in
navigating their overall health and wellness journey using
monitoring, counseling, education, and lifestyle changes that help
prevent, treat, and provide care. |
• |
Prescription Management – Ensures a
patient is properly educated, has access to and complies with prescribed
usage of a medication. |
Langar Rating™
Companies
that meet the Advisor’s definition of a HealthTech Company are then screened
using the Langar Rating™. The Langar Rating™ is a proprietary metric
developed by Langar Holdings, Inc. that helps assess a company’s fundamentals
relative to its peers by reviewing press releases, publicly available filings,
and third-party data analysis. The metric includes an active assessment of
the qualitative and quantitative strength of the company’s business fundamentals
through a review of the company’s financial health, any relevant company
controversies, whether the company’s products and/or services are involved in
any vice areas, as defined by the Advisor (adult entertainment, alcoholic
beverages, oil and gas exploration, cannabis, weapons/small arms, fur and
specialty leathers, gambling, predatory lending, riot control, tobacco products
and whale meat), and the strength of the company’s team (i.e., board of
directors and management team) and culture (shared values, attitudes, behaviors,
and standards that make up a company’s work environment as it relates to a
company’s investment potential) (derived from a subset of Refinitiv’s
Environmental, Social, and Governance database). The purpose of the vice
screen is to help identify and remove from the potential universe any companies
that have and/or could have performance challenges as a result of controversies
and adverse public sentiment regarding their products and/or services or overall
company reputation.
Langar’s HealthTech Industry Risk
Score
The
Advisor then applies the Langar Industry Risk Score™ to assign an industry risk
score to each company. The proprietary algorithm evaluates the healthcare
industry risk of the company by defining a quantitative risk and qualitative
risk category for each company and weights the company accordingly. The
quantitative risk category includes revenue risk (which is defined as which
customer segment contributes to a majority of the company’s revenue) and
innovation risk (which evaluates how well a company has protected its
intellectual property and whether they are able to generate a gross
profit). The qualitative risk category includes standard of care risk
(which analyzes whether a company’s product and/or service has aligned with
current clinical practices), and policy risk (which determines if the company’s
product and/or service is subject to state and/or federal policy shifts).
The Advisor applies weighting to the portfolio based on the market cap and
revenue growth to place more weight on high growth potential companies.
Investment Committee Review
Finally,
each company is then reviewed by the Advisor’s Investment Committee, which
includes a seasoned team of healthcare and financial subject matter experts and
provides input on the companies presented before the portfolio manager selects
the companies being included in the Fund’s portfolio. However, the portfolio
manager has complete discretion over the companies ultimately selected for
inclusion in the Fund’s portfolio.
On
at least a quarterly basis, the Advisor may rebalance the portfolio to add new
securities that meet the criteria discussed above, change the weighting of
securities or remove securities that no longer meet the criteria discussed
above. The Advisor may sell securities at any time if the Advisor believes
that the company has made a business decision that will negatively impact its
long-term growth.
The
Fund is classified as “non-diversified” for purposes of the Investment Company
Act of 1940, as amended (the “1940 Act”), which means a relatively high
percentage of the Fund’s assets may be invested in the securities of a limited
number of issuers. The Fund will also be concentrated (invest at least 25% of
the Fund’s assets) in companies in healthcare industry as defined by
GICS.
Principal Risks of Investing in the
Fund
Risk
is inherent in all investing. The loss of your money is a principal risk
of investing in the Fund. The Fund is subject to certain risks,
including the principal risks noted below, any of which may adversely affect the
Fund’s net asset value per share (“NAV”), trading price, yield, total return and
ability to meet its investment objective.
Equity Securities Risk.
Investments in equity securities may fluctuate in value response to many
factors, including general market and economic conditions, interest rates, and
specific industry changes. Such price fluctuations subject the Fund to potential
losses. During temporary or extended bear markets, the value of equity
securities will decline, which could also result in losses for the
Fund.
Authorized Participant Risk.
Only an authorized participant (“Authorized Participant” or “APs”) may
engage in creation or redemption transactions directly with the Fund. The Fund
has a limited number of institutions that may act as Authorized Participants on
an agency basis (i.e., on behalf of other market participants). Authorized
Participant concentration risk may be heightened for exchange-traded funds
(ETFs), such as the Fund, that invest in securities issued by non-U.S. issuers
or other securities or instruments that have lower trading
volumes.
HealthTech Companies
Risk: HealthTech
Companies may have limited product lines, markets, financial resources or
personnel. Securities of HealthTech Companies, especially smaller, start-up
companies, tend to be more volatile than securities of companies that do not
rely heavily on technology. Rapid change to technologies that affect a company’s
products could have a material adverse effect on such company’s operating
results. HealthTech Companies also rely heavily on a combination of patents,
copyrights, trademarks and trade secret laws to establish and protect their
proprietary rights in their products and technologies. There can be no assurance
that the steps taken by these companies to protect their proprietary rights will
be adequate to prevent the misappropriation of their technology or that
competitors will not independently develop technologies that are substantially
equivalent or superior to such companies’ technology. HealthTech Companies
typically engage in significant amounts of spending on research and development,
and there is no guarantee that the products or services produced by these
companies will be successful. The Fund invests primarily in the equity
securities of HealthTech Companies and, as such, is particularly sensitive to
risks to those types of companies. These risks include, but are not limited to,
changes in business cycles, technological progress and rapid obsolescence, and
government regulation.
Concentration Risk:
Because the Fund invests more heavily in a particular industry, the value of its
shares may be especially sensitive to factors and economic risks that
specifically affect that industry. As a result, the Fund's share price may
fluctuate more widely than the value of shares of a fund that invests in a
broader range of industries. Additionally, some industries could be subject to
greater government regulation than other industries. Therefore, changes in
regulatory policies for those industries may have a material effect on the value
of securities issued by companies in those industries.
Small-Cap and Mid-Cap Securities
Risk. The Fund may invest in
securities of small-cap and mid-cap companies, which involve greater volatility
than investing in larger and more established companies. Small-cap and mid-cap
companies can be subject to more abrupt or erratic share price changes than
larger, more established companies. Securities of these types of companies have
limited market liquidity, and their prices may be more volatile. You
should expect that the value of the Fund’s shares will be more volatile than a
fund that invests exclusively in large-capitalization
companies.
Large-Cap Securities
Risk. Stocks of large
companies as a group can fall out of favor with the market, causing the Fund to
underperform investments that have a greater focus on mid-cap or small-cap
stocks. Larger, more established companies may be slow to respond to challenges
and may grow more slowly than smaller companies.
Foreign Securities. Foreign securities have investment risks
different from those associated with domestic securities. The value of foreign
investments (including investments in ADRs) may be affected by the value of the
local currency relative to the U.S. dollar, changes in exchange control
regulations, application of foreign tax laws, changes in governmental economic
or monetary policy, or changed circumstances in dealings between nations. There
may be less government supervision of foreign markets, resulting in non-uniform
accounting practices and less publicly available information about issuers of
foreign securities. In addition, foreign brokerage commissions, custody fees,
and other costs of investing in foreign securities are often higher than in the
United States. Investments in foreign issues could be affected by other factors
not present in the United States, including expropriation, armed conflict,
confiscatory taxation, and potential difficulties in enforcing contractual
obligations.
Management Risk. The Fund
is subject to management risk because it is an actively managed portfolio. In
managing the Fund’s portfolio securities, the Advisor will apply investment
techniques and risk analyses in making investment decisions for the Fund, but
there can be no guarantee that these will produce the desired
results.
Market Risk. Market
risk refers to the possibility that the value of securities held by the Fund may
decline due to daily fluctuations in the market. Market prices for
securities change daily as a result of many factors, including developments
affecting the condition of both individual companies and the market in
general. The price of a security may even be affected by factors unrelated
to the value or condition of its issuer, including changes in interest rates,
economic and political conditions, and general market conditions. The
Fund’s performance per share will change daily in response to such
factors.
New Advisor Risk. The
Advisor has only recently begun serving as an investment advisor . As a result,
investors do not have a long-term track record of managing an ETF from which to
judge the Advisor, and the Advisor may not achieve the intended result in
managing the Fund.
Limited History of Operations
Risk. The Fund has a limited history of operations. Accordingly,
investors in the Fund bear the risk that the Fund may not be successful in
implementing its investment strategy, may not employ a successful investment
strategy, or may fail to attract sufficient assets under management to realize
economies of scale, any of which could result in the Fund being liquidated at
any time without shareholder approval and at a time that may not be favorable
for all shareholders. Such a liquidation could have negative tax consequences
for shareholders and will cause shareholders to incur expenses of
liquidation.
Non-Diversification Risk.
The Fund is non-diversified. This means that it may invest a larger
portion of its assets in a limited number of companies than a diversified fund.
Because a relatively high percentage of the Fund’s assets may be invested in the
securities of a limited number of companies that could be in the same or related
economic sectors, the Fund’s portfolio may be more susceptible to any single
economic, technological or regulatory occurrence than the portfolio of a
diversified fund.
ETF Structure Risks. The Fund is structured as an ETF and as
a result is subject to the special risks, including:
|
o
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Not Individually
Redeemable. Shares are not individually redeemable and may be
redeemed by the Fund at NAV only in large blocks known as “Creation
Units.” You may incur brokerage costs purchasing enough Shares to
constitute a Creation Unit. |
|
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Trading Issues. An active
trading market for the Fund's shares may not be developed or maintained.
Trading in Shares on the Exchange may be halted due to market conditions
or for reasons that, in the view of the Exchange, make trading in Shares
inadvisable, such as extraordinary market volatility. There can be
no assurance that Shares will continue to meet the listing requirements of
the Exchange. If the Fund's shares are traded outside a
collateralized settlement system, the number of financial institutions
that can act as authorized participants that can post collateral on an
agency basis is limited, which may limit the market for the Fund's
shares. |
o |
Cash purchases. To the extent
Creation Units are purchased by APs in cash instead of in-kind, the Fund
will incur certain costs such as brokerage expenses and taxable gains and
losses. These costs could be imposed on the Fund and impact the Fund’s NAV
if not fully offset by transaction fees paid by the
APs. |
|
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Market Price Variance
Risk. The market prices of Shares will fluctuate in response
to changes in NAV and supply and demand for Shares and will include a
“bid-ask spread” charged by the exchange specialists, market makers or
other participants that trade the particular security. There may be
times when the market price and the NAV vary significantly. This
means that Shares may trade at a discount to
NAV. |
•
|
In
times of market stress, market makers may step away from their role market
making in shares of ETFs and in executing trades, which can lead to
differences between the market value of Fund shares and the Fund's net
asset value. |
•
|
To
the extent Authorized Participants exit the business or are unable to
process creations or redemptions and no other Authorized Participant can
step in to do so, there may be a significantly reduced trading market in
the Fund's shares, which can lead to differences between the market value
of Fund shares and the Fund's net asset
value. |
•
|
The
market price for the Fund's shares may deviate from the Fund's net asset
value, particularly during times of market stress, with the result that
investors may pay significantly more or receive significantly less for
Fund shares than the Fund's net asset value, which is reflected in the bid
and ask price for Fund shares or in the closing
price. |
•
|
When
all or a portion of an ETF’s underlying securities trade in a market that
is closed when the market for the Fund's shares is open, there may be
changes from the last quote of the closed market and the quote from the
Fund's domestic trading day, which could lead to differences between the
market value of the Fund's shares and the Fund's net asset
value. |
•
|
In
stressed market conditions, the market for the Fund's shares may become
less liquid in response to the deteriorating liquidity of the Fund's
portfolio. This adverse effect on the liquidity of the Fund's shares
may, in turn, lead to differences between the market value of the Fund's
shares and the Fund's net asset
value. |
Cybersecurity
Risk. As part
of its business, the Advisor processes, stores, and transmits large amounts of
electronic information, including information relating to the transactions of
the Fund. The Advisor and the Fund are therefore susceptible to cybersecurity
risk. Cybersecurity failures or breaches of the Fund or its service providers
have the ability to cause disruptions and impact business operations,
potentially resulting in financial losses, the inability of Fund shareholders to
transact business, violations of applicable privacy and other laws, regulatory
fines, penalties and/or reputational damage. The Fund and its shareholders could
be negatively impacted as a result.
Pandemic Risk. There is an
ongoing global outbreak of COVID-19, which has spread to over 200 countries and
territories, including the United States. The general uncertainty surrounding
the dangers and impact of COVID-19 has created significant disruption in global
supply chains and economic activity, increasing rates of unemployment and
adversely impacting many industries. The outbreak could have a continued adverse
impact on economic and market conditions and trigger a period of global economic
slowdown. The outbreak of the COVID-19 pandemic has, at times, had, and is
expected to continue to pose a risk of having, a material adverse impact on the
Fund’s market price, NAV and portfolio liquidity among other factors. These
impacts will likely continue to some extent as the outbreak persists and
potentially even longer. The rapid development and fluidity of this situation
precludes any prediction as to the ultimate adverse impact of COVID-19 on
economic and market conditions, and, as a result, present material uncertainty
and risk with respect to the Fund and the performance of its investments.
COVID-19 and the current financial, economic and capital markets environment,
and future developments in these and other areas present uncertainty and risk
with respect to the Fund’s performance, portfolio liquidity, ability to pay
distributions and make share repurchases.
Early Close/Trading Halt
Risk. An exchange or market may close or issue trading halts on specific
securities, or the ability to buy or sell certain securities or financial
instruments may be restricted, which may prevent the Fund from buying or selling
certain securities or financial instruments. In these circumstances, the Fund
may be unable to rebalance its portfolio, may be unable to accurately price its
investments and may incur substantial trading losses.
Performance
Because the Fund has not been
in operation for an entire calendar year, no Fund performance information is
shown. You may request a copy of the Fund’s annual and
semi-annual reports, once available, at no charge by calling the Fund at
1-800-773-3863. Interim
information on the Fund’s results can be obtained by visiting www.langarfunds.com.
Management
Investment Advisor. Langar Investment
Management, LLC, is the investment advisor to the Fund (“Langar” or the
“Advisor”).
Portfolio Managers. Dhruv K. Vig, Ph.D., is the
portfolio manager of the Fund and is primarily responsible for the day-to-day
management of the Fund’s portfolio. Dr. Vig has served as the Fund’s
portfolio manager since its inception in December, 2023.
Purchase
and Sale of Fund Shares
The
Fund issues and redeems shares at NAV only in large blocks of 10,000 shares
(each block of shares is called a “Creation Unit”). Creation Units are issued
and redeemed for cash and/or in-kind for securities. Except when aggregated in
Creation Units in transactions with APs, the shares are not redeemable
securities of the Fund.
Individual
shares of the fund may only be bought and sold in the secondary market through a
broker or dealer at a market price. Because ETF shares trade at market prices
rather than NAV, shares may trade at a price greater than NAV (premium) or less
than NAV (discount). An investor may incur costs attributable to the difference
between the highest price a buyer is willing to pay to purchase shares of the
Fund (bid) and the lowest price a seller is willing to accept for shares of the
Fund (ask) when buying or selling shares in the secondary market (the “bid-ask
spread”). You may access recent information, including information on the Fund’s
NAV, Market Price, premiums and discounts, and bid-ask spreads, on the Fund’s
website at www.langarfunds.com.
Tax
Information
The
Fund intends to make distributions that may be taxable to you as ordinary income
or capital gains, unless you are investing through a tax deferred arrangement,
such as a 401(k) plan or an individual retirement account (IRA). Distributions
on investments made through tax deferred arrangements generally will be taxed
later when withdrawn from those accounts.
Payments
to Broker-Dealers and Other Financial Intermediaries
If
you purchase the Fund through a broker-dealer or other financial intermediary
(such as a bank), the Advisor or other related companies 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.
Additional information about the Fund’s
Investment Objective, Principal
The
Fund’s investment objective is to seek long-term growth of capital. The
investment objective is not a fundamental policy and can be changed without
shareholder approval by a vote of the Board. Shareholders will receive 60 days’
prior written notice before a change to its investment objective takes
effect. The Fund’s policy to, under normal circumstances, invest at least
80% of its net assets, plus borrowings for investment purposes, in in
exchange-listed securities of companies within the healthcare technology
industry and ADRs on those securities may also be changed by the Board of
Trustees upon 60 days’ written notice to shareholders.
As
an actively managed ETF, the Fund will not seek to replicate the performance of
an index. The Fund intends to achieve its investment objective by
investing a majority of its net assets in U.S. and foreign exchange listed
healthcare technology companies in the U.S. and a number of developed countries
around the world. Under normal circumstances, the Fund will invest at
least 80% of the Fund’s net assets (plus borrowings for investment purposes) in
U.S. and foreign exchange-listed equity securities of healthcare technology
companies and ADRs on those securities. These securities may be of any market
capitalization.
The
Advisor uses a combination of a top-down review and a bottom-up research
methodology to select fundamentally strong companies that develop technology to
create efficiency in healthcare by addressing key pain points for patients,
providers, payors and/or hospitals. Pain points are consistent problems that a
patient, provider and/or other healthcare stakeholder has when dealing with a
product and/or service, which are unmet needs that are not adequately addressed
for a company to solve in the market. These companies are generally in one
of the nine subsectors described below and may include robotic surgery
companies, virtual and/or telemedicine companies, companies that develop
next-generation insurance payment models, drug development companies leveraging
artificial intelligence (AI), digital clinical trial companies, companies that
address operational issues within a hospital and companies that leverage large
language model (LLM) AI to develop next best recommendation engines to
improve/facilitate the intake, monitoring, and treatment of a patient. The
process has four main steps: 1) Langar’s HealthTech classification; 2) Langar
Rating™; 3) Langar’s HealthTech Industry Risk Score; and 4) Investment Committee
review.
Langar’s HealthTech
Classification
The
Advisor starts by recategorizing public companies in the healthcare industry as
defined by GICS to determine the companies that fit into the Advisor’s
definition of a HealthTech company. The Advisor defines a “HealthTech
Company” as a company that: i) develops technology to create efficiencies in
healthcare by addressing key pain points of patients, providers, payors and/or
hospitals; and ii) receives a majority of its revenue from HealthTech products
and/or services as reported through filings with the SEC. HealthTech Companies
can be grouped into nine subsectors:
Public HealthTech subsector definitions:
• |
Access to Care – Provide care outside of
a hospital setting through virtual, in-person, or a hybrid care
combination. These companies allow synchronous and
asynchronous interactions between a patient and a provider, allowing them
to keep in touch to stay updated as
needed. |
• |
Biopharma – Pharmaceutical and
biotechnology companies that use AI/ML and other advanced computational
tools as an integral part of their drug discovery or development process.
These companies hold the potential to unlock new science and streamline
R&D to improve the probability of patients receiving
therapies. |
• |
Clinical Trials – Enables the efficient
deployment, tracking and/or completion of trials that support novel
medications and/or treatments. |
• |
Decision Support – Provides clinicians
with patient-specific information, which is intelligently filtered or
presented at appropriate times to enhance care and help reduce
errors. |
• |
Hospital Operations – Improves the
efficiency of hospital workflows that are required to provide care. These
companies are addressing the fixed costs within a hospital, which
constitute roughly 80% of total hospital
expenditures. |
• |
Insurance – Leverage AI/ML models to save
costs and improve services of private and/or government
programs. |
• |
Treatment Device – Devices that leverage
an AI/ML algorithm to facilitate treatment of a specific medical
problem. These companies typically require regulatory approval from
agencies, such as the FDA. Once incorporated into practice, many of these
devices become intrinsic to the standard of
care. |
Private
HealthTech subsector definitions:
• |
Lifestyle Wellness – Assists users in
navigating their overall health and wellness journey using monitoring,
counseling, education, and lifestyle changes that help prevent, treat, and
provide care. |
• |
Prescription Management – Ensures a
patient is properly educated, has access to and complies with prescribed
usage of a medication. |
Langar Rating™
Companies
that meet the Advisor’s definition of a HealthTech Company are then screened
using the Langar Rating™. The Langar Rating™ is a proprietary metric
developed by Langar Holdings, Inc. that helps assess a company’s fundamentals
relative to its peers by reviewing press releases, publicly available filings,
and third-party data analysis. The metric includes an active assessment of
the qualitative and quantitative strength of the company’s business fundamentals
through a review of the company’s financial health, any relevant company
controversies, whether the company’s products and/or services are involved in
any vice areas as defined by the Advisor (adult entertainment, alcoholic
beverages, oil and gas exploration, cannabis, weapons/small arms, fur and
specialty leathers, gambling, predatory lending, riot control, tobacco products
and whale meat), and the strength of the company’s team (i.e., board of
directors and management team) and culture(shared values, attitudes, behaviors,
and standards that make up a company’s work environment as it relates to a
company’s investment potential) (derived from a subset of Refinitiv’s
Environmental, Social, and Governance database). A company’s financial
health is assessed through a review of third-party financial assessments and a
company’s projected revenue growth. The Advisor assesses relevant company
controversies by reviewing whether the company has been in the news for poor
management practices, poor culture, client complaints and/or relevant
lawsuits. The Advisor reviews the company’s products and services to
determine any involvement in vice areas (such as controversial weapons,
gambling, tobacco, etc.). The purpose of the vice screen is to help
identify and remove from the potential universe any companies that have and/or
could have performance challenges as a result of controversies and adverse
public sentiment regarding their products and/or services or overall company
reputation.
Langar’s HealthTech Industry Risk
Score
The
Advisor then applies the Langar Industry Risk ScoreTM to
assign an industry risk score to each company. The proprietary algorithm
evaluates the healthcare industry risk of the company by defining a quantitative
risk and qualitative risk category for each company and weights the company
accordingly. This industry risk score allows each HealthTech company to be
benchmarked with its peer group, allowing the Advisor to optimize the Fund for
what it believes to be lower risk HealthTech companies. The quantitative
risk category includes revenue risk (which is defined as which customer segment
contributes to a majority of the company’s revenue) and innovation risk (which
evaluates how well a company has protected its intellectual property and whether
they are able to generate a gross profit). The qualitative risk category
includes standard of care risk (which analyzes whether a company’s product
and/or service has aligned with current clinical practices), and policy risk
(which determines if the company’s product or service is subject to state and/or
federal policy shifts). The Advisor applies weighting to the portfolio
based on the market cap and revenue growth to place more weight on high growth
potential companies.
Investment Committee Review
Finally,
each company is then reviewed by the Advisor’s Investment Committee, which
includes a seasoned team of healthcare and financial subject matter experts and
provides input on the companies presented before the portfolio manager selects
the companies being included in the Fund’s portfolio. However, the
portfolio manager has complete discretion over the companies ultimately selected
for inclusion in the Fund’s portfolio.
On
at least a quarterly basis, the Advisor may rebalance the portfolio to add new
securities that meet the criteria discussed above, change the weighting of
securities or remove securities that no longer meet the criteria discussed
above. The Advisor may sell securities at any time if the Advisor believes
that the company has made a business decision that will negatively impact its
long-term growth.
The
Fund is classified as “non-diversified” for purposes of the Investment Company
Act of 1940, as amended (the “1940 Act”), which means a relatively high
percentage of the Fund’s assets may be invested in the securities of a limited
number of issuers. The Fund will also be concentrated (invest at least 25% of
the Fund’s assets) in companies in healthcare industry as defined by GICS.
The
Fund is subject to various risks, including the principal risks noted below, any
of which may adversely affect the Fund’s NAV, trading price, yield, total return
and ability to meet its investment objective. You could lose all or part of your
investment in the Fund, and the Fund could underperform other investments.
Authorized Participant Risk.
Only an Authorized Participant may engage in creation or redemption
transactions directly with the Fund. The Fund has a limited number of
institutions that may act as Authorized Participants on an agency basis (i.e.,
on behalf of other market participants). Authorized Participant concentration
risk may be heightened for exchange-traded funds (ETFs), such as the Fund, that
invest in securities issued by non-U.S. issuers or other securities or
instruments that have lower trading volumes.
Concentration Risk:
Because the Fund invests more heavily in the healthcare industry, the
value of its shares may be especially sensitive to factors and economic risks
that specifically affect that industry. As a result, the Fund's share price may
fluctuate more widely than the value of shares of a fund that invests in a
broader range of industries. Additionally, some industries could be subject to
greater government regulation than other industries. Therefore, changes in
regulatory policies for those industries may have a material effect on the value
of securities issued by companies in those industries.
Cybersecurity
Risk. As part of its business, the Advisor processes, stores, and
transmits electronic information, including information relating to the
transactions of the Fund. The Advisor and the Fund are therefore susceptible to
cybersecurity risk. Cyber-attacks include, among other behaviors, stealing or
corrupting data maintained online or digitally, denial of service attacks on
websites, the unauthorized release of confidential information, and causing
operational disruption. Successful cyber-attacks against, or security breakdowns
of, the Fund or its advisor, custodians, fund accountant, fund administrator,
transfer agent, pricing vendors, and/or other third-party service providers may
adversely impact the Fund and its shareholders. For instance, cyber-attacks may
interfere with the processing of shareholder transactions, impact the Fund’s
ability to calculate its NAV, cause the release of private shareholder
information or confidential Fund information, impede trading, cause reputational
damage, and subject the Fund to regulatory fines, penalties or financial losses,
reimbursement or other compensation costs, and/or additional compliance costs.
The Fund also may incur substantial costs for cybersecurity risk management in
order to guard against any cyber incidents in the future. The Fund and its
shareholders could be negatively impacted as a result.
Early Close/Trading Halt
Risk. An exchange or market may close or issue trading halts on specific
securities, or the ability to buy or sell certain securities or financial
instruments may be restricted, which may prevent the Fund from buying or selling
certain securities or financial instruments. In these circumstances, the Fund
may be unable to rebalance its portfolio, may be unable to accurately price its
investments and may incur substantial trading losses.
Equity Securities Risk.
Investments in equity securities may fluctuate in value response to many
factors, including general market and economic conditions, interest rates, and
specific industry changes. Such price fluctuations subject the Fund to potential
losses. During temporary or extended bear markets, the value of equity
securities will decline, which could also result in losses for the Fund.
ETF Structure Risks. The Fund is structured as an ETF and as
a result is subject to the special risks, including:
• |
Not Individually Redeemable.
Shares are not individually redeemable and may be redeemed by the Fund at
NAV only in large blocks known as “Creation Units.” You may incur
brokerage costs purchasing enough Shares to constitute a Creation
Unit. |
• |
Trading Issues. An active trading
market for the Fund's shares may not be developed or maintained. Trading
in Shares on the Exchange may be halted due to market conditions or for
reasons that, in the view of the Exchange, make trading in Shares
inadvisable, such as extraordinary market volatility. There can be
no assurance that Shares will continue to meet the listing requirements of
the Exchange. If the Fund's shares are traded outside a
collateralized settlement system, the number of financial institutions
that can act as authorized participants that can post collateral on an
agency basis is limited, which may limit the market for the Fund's
shares. |
• |
Cash purchases. To the extent Creation
Units are purchased by APs in cash instead of in-kind, the Fund will incur
certain costs such as brokerage expenses and taxable gains and losses.
These costs could be imposed on the Fund and impact the Fund’s NAV if not
fully offset by transaction fees paid by the
APs. |
• |
Market Price Variance Risk. The
market prices of Shares will fluctuate in response to changes in NAV and
supply and demand for Shares and will include a “bid-ask spread” charged
by the exchange specialists, market makers or other participants that
trade the particular security. There may be times when the market
price and the NAV vary significantly. This means that Shares may
trade at a discount to NAV. |
•
|
In
times of market stress, market makers may step away from their role market
making in shares of ETFs and in executing trades, which can lead to
differences between the market value of Fund shares and the Fund's net
asset value. |
•
|
To
the extent Authorized Participants exit the business or are unable to
process creations or redemptions and no other Authorized Participant can
step in to do so, there may be a significantly reduced trading market in
the Fund's shares, which can lead to differences between the market value
of Fund shares and the Fund's net asset
value. |
•
|
The
market price for the Fund's shares may deviate from the Fund's net asset
value, particularly during times of market stress, with the result that
investors may pay significantly more or receive significantly less for
Fund shares than the Fund's net asset value, which is reflected in the bid
and ask price for Fund shares or in the closing
price. |
•
|
When
all or a portion of an ETFs underlying securities trade in a market that
is closed when the market for the Fund's shares is open, there may be
changes from the last quote of the closed market and the quote from the
Fund's domestic trading day, which could lead to differences between the
market value of the Fund's shares and the Fund's net asset
value. |
•
|
In
stressed market conditions, the market for the Fund's shares may become
less liquid in response to the deteriorating liquidity of the Fund's
portfolio. This adverse effect on the liquidity of the Fund's shares
may, in turn, lead to differences between the market value of the Fund's
shares and the Fund's net asset value. |
Foreign Securities.
Foreign securities have investment risks different from those associated
with domestic securities. The value of foreign investments (including
investments in ADRs) may be affected by the value of the local currency relative
to the U.S. dollar, changes in exchange control regulations, application of
foreign tax laws, changes in governmental economic or monetary policy, or
changed circumstances in dealings between nations. There may be less government
supervision of foreign markets, resulting in non-uniform accounting practices
and less publicly available information about issuers of foreign securities. In
addition, foreign brokerage commissions, custody fees, and other costs of
investing in foreign securities are often higher than in the United States.
Investments in foreign issues could be affected by other factors not present in
the United States, including expropriation, armed conflict, confiscatory
taxation, and potential difficulties in enforcing contractual obligations.
HealthTech Companies
Risk: The HealthTech
Companies may have limited product lines, markets, financial resources or
personnel. Securities of HealthTech Companies, especially smaller, start-up
companies, tend to be more volatile than securities of companies that do not
rely heavily on technology. Rapid change to technologies that affect a company’s
products could have a material adverse effect on such company’s operating
results. HealthTech Companies also rely heavily on a combination of patents,
copyrights, trademarks and trade secret laws to establish and protect their
proprietary rights in their products and technologies. There can be no assurance
that the steps taken by these companies to protect their proprietary rights will
be adequate to prevent the misappropriation of their technology or that
competitors will not independently develop technologies that are substantially
equivalent or superior to such companies’ technology. HealthTech Companies
typically engage in significant amounts of spending on research and development,
and there is no guarantee that the products or services produced by these
companies will be successful. The Fund invests primarily in the equity
securities of HealthTech Companies and, as such, is particularly sensitive to
risks to those types of companies. These risks include, but are not limited
to:
• |
changes
in business cycles (companies in this industry may be in or out of favor
at different points in the business cycle, which may impact the value of
the securities of these companies); |
• |
technological
progress and rapid obsolescence (the technology developed or used by
companies in this industry may become obsolete quickly resulting in a
decrease in the value of securities of these companies or an increase in
capital outlays to bring the technology up to date);
and |
• |
government
regulation (changes in regulatory policies may have a material effect on
the value of securities issued by companies in this
industry). |
Large-Cap Securities
Risk. Stocks of large
companies as a group can fall out of favor with the market, causing the Fund to
underperform investments that have a greater focus on mid-cap or small-cap
stocks. Larger, more established companies may be slow to respond to challenges
and may grow more slowly than smaller companies.
Limited History of Operations
Risk. The Fund has a limited history of operations. Accordingly,
investors in the Fund bear the risk that the Fund may not be successful in
implementing its investment strategy, may not employ a successful investment
strategy, or may fail to attract sufficient assets under management to realize
economies of scale, any of which could result in the Fund being liquidated at
any time without shareholder approval and at a time that may not be favorable
for all shareholders. Such a liquidation could have negative tax consequences
for shareholders and will cause shareholders to incur expenses of
liquidation.
Management Risk. The Fund
is subject to management risk because it is an actively managed portfolio. In
managing the Fund’s portfolio securities, the Advisor will apply investment
techniques and risk analyses in making investment decisions for the Fund, but
there can be no guarantee that these will produce the desired results.
Market Risk. Market
risk refers to the possibility that the value of securities held by the Fund may
decline due to daily fluctuations in the market. Market prices for
securities change daily as a result of many factors, including developments
affecting the condition of both individual companies and the market in
general. The price of a security may even be affected by factors unrelated
to the value or condition of its issuer, including changes in interest rates,
economic and political conditions, and general market conditions. The
Fund’s performance per share will change daily in response to such
factors.
New Advisor Risk. The
Advisor has only recently begun serving as an investment advisor. As a result,
investors do not have a long-term track record of managing an ETF from which to
judge the Advisor, and the Advisor may not achieve the intended result in
managing the Fund.
Non-Diversification Risk.
The Fund is non-diversified. This means that it may invest a larger
portion of its assets in a limited number of companies than a diversified fund.
Because a relatively high percentage of the Fund’s assets may be invested in the
securities of a limited number of companies that could be in the same or related
economic sectors, the Fund’s portfolio may be more susceptible to any single
economic, technological or regulatory occurrence than the portfolio of a
diversified fund.
Pandemic Risk. There is an
ongoing global outbreak of COVID-19, which has spread to over 200 countries and
territories, including the United States. The general uncertainty surrounding
the dangers and impact of COVID-19 has created significant disruption in global
supply chains and economic activity, increasing rates of unemployment and
adversely impacting many industries. The outbreak could have a continued adverse
impact on economic and market conditions and trigger a period of global economic
slowdown. The outbreak of the COVID-19 pandemic has, at times, had, and is
expected to continue to pose a risk of having, a material adverse impact on the
Fund’s market price, NAV and portfolio liquidity among other factors. These
impacts will likely continue to some extent as the outbreak persists and
potentially even longer. The rapid development and fluidity of this situation
precludes any prediction as to the ultimate adverse impact of COVID-19 on
economic and market conditions, and, as a result, present material uncertainty
and risk with respect to the Fund and the performance of its investments.
COVID-19 and the current financial, economic and capital markets environment,
and future developments in these and other areas present uncertainty and risk
with respect to the Fund’s performance, portfolio liquidity, ability to pay
distributions and make share repurchases.
Small-Cap and Mid-Cap Securities
Risk. The Fund may invest in securities of small-cap and mid-cap
companies, which involve greater volatility than investing in larger and more
established companies. Small-cap and mid-cap companies can be subject to more
abrupt or erratic share price changes than larger, more established companies.
Securities of these types of companies have limited market liquidity, and their
prices may be more volatile. You should expect that the value of the
Fund’s shares will be more volatile than a fund that invests exclusively in
large-capitalization companies.
The
Fund may, from time to time, take temporary defensive positions that are
inconsistent with the Fund’s principal investment strategies in an attempt to
respond to adverse market, economic, political, or other conditions.
During such an unusual set of circumstances, a Fund may hold up to 100% of its
portfolio in cash or cash equivalent positions. When a Fund takes a
temporary defensive position, that Fund may not be able to achieve its
investment objective.
Langar
Investment Management, LLC (“Langar” or the “Advisor”), acts as the Fund’s
investment advisor pursuant to an advisory agreement with the Trust on behalf of
the Fund (the “Advisory Agreement”). The Advisor, located at 13346
Marigold Way, San Diego, California, 92130, is registered with the SEC as an
investment advisor. The Fund is currently the Advisor’s only client.
Pursuant to the Advisory Agreement, the Advisor furnishes an investment program
for the Fund and manages the investment portfolio and business affairs of the
Fund.
Advisor Compensation. Pursuant to the Advisory
Agreement, the Fund pays the Advisor a unitary management fee equal to 0.85% of
its average daily net assets. The Advisor’s unitary management fee is designed
to pay the Fund’s expenses and to compensate the Advisor for providing service
for the Fund. Out of the unitary management fee, the Advisor pays substantially
all expenses of the Fund, including the costs of transfer agency, custody, fund
administration, legal, audit, and other services, and Independent Trustees’
fees, but excluding (i) any front-end or contingent deferred loads; (ii)
brokerage fees and commissions, (iii) acquired fund fees and expenses; (iv) fees
and expenses associated with investments in other collective investment vehicles
or derivative instruments (including for example option and swap fees and
expenses); (v) borrowing costs (such as interest and dividend expense on
securities sold short); (vi) taxes; and (vii) extraordinary expenses, such as
litigation expenses (which may include indemnification of Fund officers and
Trustees and contractual indemnification of Fund service providers (other than
the advisor or sub-advisor). The Advisor, and not Fund shareholders, would
benefit from any reduction in fees paid for third-party services, including
reductions based on increases in assets.
Approval of Advisory Agreement.
Discussion regarding the basis for the Board of Trustees’ approval of the
Advisory Agreement will be available in the Fund’s semi-annual report to
shareholders for the period ended June 30, 2024.
Portfolio Managers. Dhruv K. Vig, Ph.D.,
has been the portfolio manager of the Fund since its inception. Dr. Vig has
served as Chief Executive Officer, Co-Founder, and member of the Board of
Directors of Langar Holdings, Inc. since the firm was founded in 2021. Prior to
founding Langar Holdings, Dr. Vig served as Vice President of Life Science &
Healthcare at Silicon Valley Bank from 2020 – 2021 and as Senior Associate of
Life Science & Healthcare at Silicon Valley Bank from 2018 to 2020. Dr. Vig
also served as Co-Founder of Decoded Health, a spin-off of Stanford Research
Institute International, from 2017-2018. Dr. Vig holds an A.B. in
molecular biology and mathematics (minor) from Kenyon College, a Ph.D. in
computational molecular and cellular biology from the University of Arizona, and
completed a post-doctoral fellowship in cellular biophysics at John Hopkins
University.
The
Statement of Additional Information provides additional information about the
portfolio manager’s compensation structure, other accounts managed by the
portfolio manager, and the portfolio manager’s ownership of securities of the
Fund.
Shares
of the Fund may be acquired or redeemed directly from the Fund only in Creation
Units or multiples thereof, as discussed in the “How to Buy and Sell Shares”
Section of this prospectus. Only an Authorized Participant may engage in
creation or redemption transactions directly with the Fund. Once created, shares
of the Fund generally trade in the secondary market in amounts less than a
Creation Unit. Most investors buy and sell shares of the Fund in secondary
market transactions through brokers.
Shares
of the Fund are listed for trading in the secondary market on the Exchange.
Shares can be bought and sold throughout the trading day like other publicly
traded shares. When buying or selling shares through a broker, you will incur
customary brokerage commissions and other charges. In addition, you may incur
the costs attributable to the difference between the highest price a buyer is
willing to pay to purchase shares of the Fund (bid) and the lowest price a
seller is willing to accept for shares of the Fund (ask) when buying or selling
shares in the secondary market (the “bid-ask spread”). Because the Fund’s shares
trade at market prices rather than net asset value, the price you pay or receive
for the Fund’s shares may be greater than NAV (premium) or less than NAV
(discount) of such shares. The Fund trades under the Exchange ticker symbol
LGHT. You can access recent information, including information on the Fund’s
NAV, market price, premiums and discounts, and bid-ask spreads, on the Fund’s
website www.langarfunds.com.
Book Entry. Shares of the Fund are held in
book-entry form, which means that no stock certificates are issued. The
Depository Trust Company (“DTC”) or its nominee is the record owner of, and
holds legal title to, all outstanding shares of a Fund and is recognized as the
owner of all outstanding shares of the Fund.
Investors
owning shares of the Fund are beneficial owners as shown on the records of DTC
or its participants. DTC serves as the securities depository for shares of the
Fund. Participants in DTC include securities brokers and dealers, banks, trust
companies, clearing corporations and other institutions that directly or
indirectly maintain a custodial relationship with DTC. As a beneficial owner of
shares, you are not entitled to receive physical delivery of stock certificates
or to have shares registered in your name, and you are not considered a
registered owner of shares. Therefore, to exercise any right as an owner of
shares, you must rely upon the procedures of DTC and its participants. These
procedures are the same as those that apply to any other securities that you
hold in book- entry or “street name” form.
Pricing Fund Shares. The trading price of the
Fund’s Shares on the Exchange is based on the market price, not the Fund’s NAV,
so it may differ from a Fund’s daily NAV and can be affected by market forces
such as supply and demand, economic conditions and other factors. Information
regarding the number of days the market price of the Fund’s shares was greater
than the Fund’s NAV and the number of days it was less than the Fund’s NAV
(i.e., premium or discount) for the most recently completed calendar year, and
the most recently completed calendar quarter is available on the Fund’s website
at www.langarfunds.com .
Determination of Net Asset Value. The NAV per
Share for the Fund is determined once daily as of the close of the New York
Stock Exchange (“NYSE”), usually 4:00 p.m. Eastern time, each day the NYSE is
open for trading, based on prices at the time of closing provided that (a) any
Fund assets or liabilities denominated in currencies other than the U.S. dollar
are translated into U.S. dollars at the prevailing market rates on the date of
valuation as quoted by one or more major banks or dealers that makes a two-way
market in such currencies (or a data service provider based on quotations
received from such banks or dealers); and (b) U.S. fixed income assets may be
valued as of the announced closing time for trading in fixed income instruments
in a particular market or exchange. The NAV of the Fund is calculated by
dividing the value of the net assets of the Fund (i.e., the value of the Fund’s
total assets minus its total liabilities) by the total number of outstanding
shares of the Fund.
Fixed
income securities are valued at market value. Market value generally means a
valuation (i) obtained from an exchange, a pricing service or a major market
maker (or dealer), (ii) based on a price quotation or other equivalent
indication of value supplied by an exchange, a pricing service or a major market
maker (or dealer), or (iii) based on amortized cost. The Fund’s debt securities
are thus valued by reference to a combination of transactions and quotations for
the same or other securities believed to be comparable in quality, coupon,
maturity, type of issue, call provisions, trading characteristics and other
features deemed to be relevant. To the extent a Fund’s debt securities are
valued based on price quotations or other equivalent indications of value
provided by a third-party pricing service, any such third-party pricing service
may use a variety of methodologies to value some or all of a Fund’s debt
securities to determine the market price. For example, the prices of
securities with characteristics like those held by a Fund may be used to assist
with the pricing process. In addition, the pricing service may use proprietary
pricing models.
Equity
securities are valued at the last reported sale price on the principal exchange
on which such securities are traded, as of the close of regular trading on the
Exchange on the day the securities are being valued or, if there are no sales,
at the mean of the most recent bid and asked prices. Equity securities that are
traded in over-the-counter markets are valued at the NASDAQ Official Closing
Price as of the close of regular trading on the Exchange on the day the
securities are valued or, if there are no sales, at the mean of the most recent
bid and asked prices.
Securities
will be valued at fair value when market quotations (or other market valuations
such as those obtained from a pricing service) are not readily available or are
deemed unreliable. Fair value determinations are made in accordance with the
policies and procedures approved by the Board. Market quotations may not be
readily available or may be determined to be unreliable when a security’s value
or a meaningful portion of the Fund’s portfolio is believed to have been
materially affected by a significant event. A significant event is an event that
is likely to materially affect the value of the Fund’s investment. Such events
may include a natural disaster, an economic event like a bankruptcy filing, a
trading halt in a security, an unscheduled early market close or a substantial
fluctuation in domestic and foreign markets that has occurred between the close
of the principal exchange and the Exchange. In such a case, the value for a
security is likely to be different from the last quoted market price. In
addition, due to the subjective and variable nature of fair market value
pricing, it is possible that the value determined for a particular asset may be
materially different from the value realized upon such asset’s sale.
Trading
in securities on many foreign securities exchanges and over-the-counter markets
is normally completed before the close of business on the NYSE. In addition,
securities trading in a particular country or countries may not take place on
all U.S. business days or may take place on days that are not U.S. business
days. Changes in valuations of certain securities may occur at times or on days
on which the Fund’s NAV is not calculated and on which a Fund does not affect
sales or redemptions of its shares.
Creation Units. Investors such as market
makers, large investors, and institutions who wish to deal in Creation Units
(large specified blocks of 10,000 shares or multiples thereof) directly with a
Fund must have entered into an authorized participant agreement with Capital
Investment Group, Inc. (the “Distributor”), and be accepted by the transfer
agent, or purchase through a dealer that has entered into such an agreement. Set
forth below is a brief description of the procedures applicable to purchase and
redemption of Creation Units. For more detailed information, see “Creation and
Redemption of Creation Unit Aggregations” in the Statement of Additional
Information.
How to Buy Creation Units. In order to purchase
Creation Units of the Fund, an investor must generally deposit a designated
portfolio of securities (the “Deposit Securities”) (and/or an amount in cash in
lieu of some or all of the Deposit Securities) and generally make a cash payment
referred to as the “Cash Component.” For those APs that are not eligible for
trading a Deposit Security, and in such other circumstances as the Advisor
believes are in the best interests of a Fund, custom orders are available. The
list of the names and the amounts of the Deposit Securities is made available by
the Fund’s custodian through the facilities of the NSCC immediately prior to the
opening of business each day of the Exchange. The Cash Component represents the
difference between the NAV of a Creation Unit and the market value of the
Deposit Securities. In the case of custom orders, cash- in-lieu may be added to
the Cash Component to replace any Deposit Securities that either the AP may not
be eligible to trade, or the Advisor believes are in the best interests of a
Fund not to accept in-kind.
Orders
must be placed in proper form by or through an AP that is a participant of the
DTC (“DTC Participant”). All standard orders must be placed for one or more
whole Creation Units of Shares of a Fund and must be received by the Distributor
in proper form no later than the close of regular trading on the NYSE
(ordinarily 4:00 p.m. Eastern time) (“Closing Time”) in order to receive that
day’s closing NAV per Share. In the case of custom orders, the order must be
received by the Distributor no later than one hour prior to Closing Time in
order to receive that day’s closing NAV per Share. A custom order may be placed
by an AP in the event that the Trust permits or requires the substitution of an
amount of cash to be added to the Cash Component to replace any Deposit Security
which may not be available in sufficient quantity for delivery, or which may not
be eligible for trading by such AP or the investor for which it is acting or any
other relevant reason. A fixed creation transaction fee of $250 per transaction
(the “Creation Transaction Fee”) is applicable to each transaction regardless of
the number of Creation Units purchased in the transaction. An additional
variable charge for cash creations or partial cash creations may also be imposed
to compensate the Fund for the costs associated with buying the applicable
securities. The Fund may adjust these fees from time to time based on actual
experience. The price for each Creation Unit will equal the Fund’s daily NAV per
share times the number of Shares in a Creation Unit plus the fees described
above and, if applicable, any transfer taxes.
Shares
of the Fund may be issued in advance of receipt of all Deposit Securities
subject to various conditions, including a requirement to maintain cash at least
equal to at least 105% and up to 115% of the market value of the missing Deposit
Securities on deposit with the Trust.
For
more detailed information, see “Creation and Redemption of Creation Unit
Aggregations” in the Statement of Additional Information.
Legal Restrictions on Transactions in Certain
Securities. An investor subject to a legal restriction with respect to a
particular security required to be deposited in connection with the purchase of
a Creation Unit may, at a Fund’s discretion, be permitted to deposit an
equivalent amount of cash in substitution for any security which would otherwise
be included in the Deposit Securities applicable to the purchase of a Creation
Unit. For more detailed information, see “Creation and Redemption of Creation
Unit Aggregations” in the Statement of Additional Information.
Redemption of Creation Units. Shares may be
redeemed only in Creation Units at their NAV and only on a day the Exchange is
open for business. The Fund’s custodian makes available immediately prior to the
opening of business each day of the Exchange, through the facilities of the
NSCC, the list of the names and the amounts of the Fund’s portfolio securities
that will be applicable that day to redemption requests in proper form
(“Redemption Securities”). Redemption Securities received on redemption may not
be identical to Deposit Securities, which are applicable to purchases of
Creation Units. Unless cash redemptions or partial cash redemptions are
available or specified for a Fund as set forth below, the redemption proceeds
consist of the Redemption Securities, plus cash in an amount equal to the
difference between the NAV of Shares being redeemed as next determined after
receipt by the transfer agent of a redemption request in proper form, and the
value of the Redemption Securities (the “Cash Redemption Amount”), less the
applicable redemption fee and, if applicable, any transfer taxes. Should the
Redemption Securities have a value greater than the NAV of Shares being
redeemed, a compensating cash payment to a Fund equal to the differential, plus
the applicable redemption fee and, if applicable, any transfer taxes will be
required to be arranged for, by or on behalf of the redeeming shareholder.
An
order to redeem Creation Units of a Fund may only be effected by or through an
Authorized Participant. An order to redeem must be placed for one or more whole
Creation Units and must be received by the transfer agent in proper form no
later than the close of regular trading on the NYSE (normally 4:00 p.m. Eastern
time) in order to receive that day’s closing NAV per Share. In the case of
custom orders, as further described in the Statement of Additional Information,
the order must be received by the transfer agent no later than one hour prior to
Closing Time in order to receive the day’s closing NAV per Share.
For
more detailed information, see “Creation and Redemption of Creation Unit
Aggregations” in the Statement of Additional Information.
Distributions. Fund shareholders are entitled
to their share of a Fund’s income and net realized gains on its investments. The
Fund pays out substantially all its net earnings to its shareholders as
“distributions.” Income dividends, if any, are distributed to shareholders
annually. Net capital gains are distributed annually. Dividends may be declared
and paid more frequently to comply with the distribution requirements of the
Internal Revenue Code of 1986, as amended (the “Code”). Some portion of each
distribution may result in a return of capital (which is a return of the
shareholder’s investment in the Fund). Fund shareholders will be notified
regarding the portion of the distribution that represents a return of
capital.
Distributions
in cash may be reinvested automatically in additional whole shares only if the
broker through which the shares were purchased makes such option
available.
Fund
shares can only be purchased and redeemed directly from the Fund in Creation
Units by APs, and the vast majority of trading in Fund shares occurs on the
secondary market. Because the secondary market trades do not directly involve
the Fund, it is unlikely those trades would cause the harmful effects of market
timing, including dilution, disruption of portfolio management, increases in the
Fund’s trading costs and the realization of capital gains. With regard to the
purchase or redemption of Creation Units directly with the Fund, to the extent
effected in-kind (i.e., for securities),
those trades do not cause the harmful effects that may result from frequent cash
trades. To the extent trades are effected in whole or in part in cash, those
trades could result in dilution to the Fund and increased transaction costs,
which could negatively impact the Fund’s ability to achieve its investment
objective. However, direct trading by APs is critical to ensuring that Fund
shares trade at or close to NAV. The Fund also employs fair valuation pricing to
minimize potential dilution from market timing. In addition, the Fund imposes
transaction fees on purchases and redemptions of Fund shares to cover the
custodial and other costs incurred by the Fund in effecting trades. These fees
increase if an investor substitutes cash in part or in whole for securities,
reflecting the fact that a Fund’s trading costs increase in those circumstances.
Given this structure, the Trust has determined that it is not necessary to adopt
policies and procedures to detect and deter market timing of the Fund’s
shares.
Administrator. The Trust has entered into a Fund Accounting
& Administration Agreement with The Nottingham Company (the
“Administrator”), located at 116 South Franklin Street, Post Office Box 69,
Rocky Mount, North Carolina 27802-0069. Under the Fund Administration Agreement,
The Nottingham Company serves as fund accountant, administrator and in other
capacities for the Fund.
Custodian. Clear Street, LLC (the “Custodian”), located
at 55 Broadway, New York, NY 10006 serves as the custodian for the Fund. The
Custodian is responsible for holding all cash assets and all portfolio
securities of the Funds, releasing and delivering such securities as directed by
the Fund, maintaining bank accounts in the names of the Fund, receiving for
deposit into such accounts payments for shares of the Fund, collecting income
and other payments due the Fund with respect to portfolio securities, and paying
out monies of the Fund.
Transfer Agent. Nottingham Shareholder Services LLC (the
“Transfer Agent”), located at 116 South Franklin Street, PO Box 4365, Rocky
Mount, North Carolina 27803-0365, serves as the transfer agent for the Funds and
serves as the dividend disbursing agent for the Fund.
Counsel. Greenberg Traurig LLP serves as counsel to
the Trust.
Independent Registered Public
Accounting Firm. Tait, Weller
& Baker, LLP, located at Two Liberty Place, 50 S. 16th
Street, Suite 2900, Philadelphia, PA 19102-2529 serves as the Fund’s independent
registered public accounting firm. They audit the Fund’s financial statements
and perform other related audit services.
As
with any investment, you should consider how your investment in the Fund will be
taxed. The tax information in this Prospectus is provided as general
information. You should consult your own tax professional about the tax
consequences of an investment in Shares.
Unless
your investment in Shares is made through a tax-exempt entity or tax-deferred
retirement account, such as an IRA, you need to be aware of the possible tax
consequences when:
• |
The
Fund makes distributions, |
• |
You
sell your Shares listed on the Exchange,
and |
• |
You
purchase or redeem Creation Units. |
Distributions
from the Fund's net investment income (other than qualified dividend income),
including distributions of income from securities lending and distributions out
of the Fund's net short-term capital gains, if any, are taxable to you as
ordinary income. Distributions by the Fund of net long-term capital gains in
excess of net short-term capital losses (capital gain dividends) are taxable to
you as long-term capital gains, regardless of how long you have held the Fund's
shares. Distributions by the Fund that qualify as qualified dividend income are
taxable to you at long-term capital gain rates. Long-term capital gains and
qualified dividend income are generally eligible for taxation at a maximum rate
of 15% for non-corporate shareholders with incomes below approximately $400,000
($450,000 if married and filing jointly), amounts adjusted annually for
inflation, and 20% for individuals with any income above these amounts that is
net long-term capital gain or qualified dividend income. In addition, a 3.8%
U.S. federal Medicare contribution tax is imposed on “net investment income,”
including, but not limited to, interest, dividends, and net gain, of U.S.
individuals with income exceeding $200,000 (or $250,000 if married and filing
jointly) and of estates and trusts.
Dividends
will be qualified dividend income to you if they are attributable to qualified
dividend income received by the Fund. Generally, qualified dividend income
includes dividend income from taxable U.S. corporations, provided that the Fund
satisfies certain holding period requirements in respect of the stock of such
corporations and has not hedged its position in the stock in certain ways.
Substitute dividends received by the Fund with respect to dividends paid on
securities lent out will not be qualified dividend income. For this purpose, a
qualified non-U.S. corporation means any non-U.S. corporation that is eligible
for benefits under a comprehensive income tax treaty with the United States,
which includes an exchange of information program or if the stock with respect
to which the dividend was paid is readily tradable on an established United
States securities market. The term excludes a corporation that is a passive
foreign investment company.
Dividends
received by the Fund from a real estate investment trust (“REIT”) or another RIC
generally are qualified dividend income only to the extent the dividend
distributions are made out of qualified dividend income received by such REIT or
RIC. It is expected that dividends received by the Fund from a REIT and
distributed to a shareholder generally will be taxable to the shareholder as
ordinary income.
For
a dividend to be treated as qualified dividend income, the dividend must be
received with respect to a share of stock held without being hedged by the Fund,
and with respect to a share of the Fund held without being hedged by you, for 61
days during the 121-day period beginning at the date which is 60 days before the
date on which such share becomes ex-dividend with respect to such dividend or,
in the case of certain preferred stock, 91 days during the 181-day period
beginning 90 days before such date.
If
your Fund shares are loaned out pursuant to a securities lending arrangement,
you may lose the ability to treat Fund dividends paid while the shares are held
by the borrower as qualified dividend income. In addition, you may lose the
ability to use foreign tax credits passed through by the Fund if your Fund
shares are loaned out pursuant to a securities lending agreement.
In
general, your distributions are subject to U.S. federal income tax for the year
when they are paid. Certain distributions paid in January, however, may be
treated as paid on December 31 of the prior year.
If
the Fund's distributions exceed current and accumulated earnings and profits,
all or a portion of the distributions made in the taxable year may be
recharacterized as a return of capital to shareholders. Distributions in excess
of the Fund's minimum distribution requirements, but not in excess of the Fund's
earnings and profits, will be taxable to shareholders and will not constitute
nontaxable returns of capital. A return of capital distribution generally will
not be taxable but will reduce the shareholder's cost basis and result in a
higher capital gain or lower capital loss when those shares on which the
distribution was received are sold. Once a shareholder's cost basis is reduced
to zero, further distributions will be treated as capital gain, if the
shareholder holds shares of the Fund as capital assets.
If
you are neither a resident nor a citizen of the United States or if you are a
non-U.S. entity, the Fund's ordinary income dividends (which include
distributions of net short-term capital gains) will generally be subject to a
30% U.S. withholding tax, unless a lower treaty rate applies, provided that
withholding tax will generally not apply to any gain or income realized by a
non-U.S. shareholder in respect of any distributions of long-term capital gains
or upon the sale or other disposition of shares of the Fund.
A
30% withholding tax is currently imposed on U.S.-source dividends, interest, and
other income items, and will be imposed on proceeds from the sale of property
producing U.S.-source dividends and interest paid after December 31, 2018, to
(i) foreign financial institutions including non-U.S. investment funds unless
they agree to collect and disclose to the Internal Revenue Service (“IRS”)
information regarding their direct and indirect U.S. account holders and (ii)
certain other foreign entities, unless they certify certain information
regarding their direct and indirect U.S. owners. To avoid withholding, foreign
financial institutions will need to (i) enter into agreements with the IRS that
state that they will provide the IRS information, including the names,
addresses, and taxpayer identification numbers of direct and indirect U.S.
account holders, comply with due diligence procedures with respect to the
identification of U.S. accounts, report to the IRS certain information with
respect to U.S. accounts maintained, agree to withhold tax on certain payments
made to non-compliant foreign financial institutions or to account holders who
fail to provide the required information, and determine certain other
information as to their account holders, or (ii) in the event that an applicable
intergovernmental agreement and implementing legislation are adopted, provide
local revenue authorities with similar account holder information. Other foreign
entities will need to provide the name, address, and taxpayer identification
number of each substantial U.S. owner or certifications of no substantial U.S.
ownership unless certain exceptions apply or agree to provide certain
information to other revenue authorities for transmittal to the IRS.
Dividends,
interest, and capital gains earned by the Fund with respect to non-U.S.
securities may give rise to withholding, capital gains and other taxes imposed
by non-U.S. countries. Tax conventions between certain countries and the United
States may reduce or eliminate such taxes. If more than 50% of the total assets
of the Fund at the close of a year consists of non-U.S. stocks or securities
(generally, for this purpose, depositary receipts, no matter where traded, of
non-U.S. companies are treated as “non-U.S.”), the Fund may “pass through” to
you certain non-U.S. income taxes (including withholding taxes) paid by the
Fund. This means that you would be considered to have received as an additional
dividend your share of such non-U.S. taxes, but you may be entitled to either a
corresponding tax deduction in calculating your taxable income, or, subject to
certain limitations, a credit in calculating your U.S. federal income tax.
For
purposes of foreign tax credits for U.S. shareholders of the Fund, foreign
capital gains taxes may not produce associated foreign source income, thereby
limiting a U.S. person's ability to use such credits.
If
you are a resident or a citizen of the United States, by law, back-up
withholding at a 28% rate will apply to your distributions and proceeds if you
have not provided a taxpayer identification number or social security number and
made other required certifications.
Currently,
any capital gain or loss realized upon a sale of Shares is generally treated as
long-term capital gain or loss if the Shares have been held for more than one
year and as short-term capital gain or loss if the Shares have been held for one
year or less. The ability to deduct capital losses may be limited.
An
Authorized Participant who exchanges equity securities for Creation Units
generally will recognize a gain or a loss. The gain or loss will be equal to the
difference between the market value of the Creation Units at the time of the
exchange and the exchanger’s aggregate basis in the securities surrendered and
the Cash Component paid. A person who exchanges Creation Units for equity
securities will generally recognize a gain or loss equal to the difference
between the exchanger’s basis in the Creation Units and the aggregate market
value of the securities received and the Cash Redemption Amount. The Internal
Revenue Service, however, may assert that a loss realized upon an exchange of
securities for Creation Units cannot be deducted currently under the rules
governing “wash sales,” or on the basis that there has been no significant
change in economic position. Persons exchanging securities should consult their
own tax advisor with respect to whether the wash sale rules apply and when a
loss might be deductible.
Under
current federal tax laws, any capital gain or loss realized upon redemption of
Creation Units is generally treated as long-term capital gain or loss if the
Shares have been held for more than one year and as a short-term capital gain or
loss if the Shares have been held for one year or less.
If
you purchase or redeem Creation Units, you will be sent a confirmation statement
showing how many and at what price you purchased or sold Shares.
The
foregoing discussion summarizes some of the possible consequences under current
federal tax law of an investment in a Fund. It is not a substitute for personal
tax advice. You may also be subject to state and local taxation on Fund
distributions, and sales of Fund Shares. Consult your personal tax advisor about
the potential tax consequences of an investment in Fund Shares under all
applicable tax laws.
For
purposes of the 1940 Act, a Fund is treated as a registered investment company.
Section 12(d)(1) of the 1940 Act restricts investments by investment companies
in the securities of other investment companies, including the Fund. The SEC has
issued an exemptive order to the Trust permitting registered investment
companies to invest in the exchange-traded funds offered by the Trust beyond the
limits of Section 12(d)(1) subject to certain terms and conditions set forth in
an SEC exemptive order issued to the Trust, including that such registered
investment companies enter into an agreement with the Trust.
Portfolio Holdings Information. A description
of the Fund’s policies and procedures with respect to the disclosure of its
portfolio securities is available in the Fund’s Statement of Additional
Information (“SAI”). On each business day, before commencement of trading on the
Exchange, the Fund will disclose the identities and quantities of the Fund’s
portfolio holdings that will form the basis for the Fund’s calculation of NAV at
the end of the business day. These disclosures can be found at
www.langarfunds.com . Fund fact sheets provide information regarding the Fund’s
top holdings and may be requested by calling 1-800-773-3863.
Premium/Discount Information. Information
regarding how often the shares of the Fund traded on the Exchange at a price
above (i.e., at a premium) or below (i.e., at a discount) the NAV of the Fund
during the prior calendar year and subsequent quarters will be available at
www.langarfunds.com .
Financial
highlights for the Fund are not available because, as of the effective date of
this Prospectus, the Fund has not commenced operations and therefore has no
financial highlights to report.
Langar
Global HealthTech ETF
(Ticker:
LGHT)
For more information visit www.langarfunds.com or call 1-800-773-3863
Copies
of the Summary Prospectus, Prospectus, SAI, and recent shareholder reports can
be found on our website at www.langarfunds.com . For more information about the
Fund, you may request a copy of the SAI. The SAI provides detailed information
about the Fund and is incorporated by reference into this Prospectus. This means
that the SAI, for legal purposes, is a part of this Prospectus. Additional
information about the Fund’s investments is available in the annual and
semi-annual reports to shareholders. The annual report includes a discussion of
market conditions and investment strategies that significantly affected the
Fund’s performance during its last fiscal year.
If
you have any questions about the Fund or shares of the Fund or you wish to
obtain the SAI, Semi-Annual or Annual Report free of charge, please:
|
Call: |
1-800-773-3863(toll
free)
Monday
through Friday, 8:30 a.m. to 5:00 p.m. (Eastern time)
|
|
E-mail: |
|
|
Write: |
Langar Global HealthTech ETF 116 South
Franklin Street Post Office Box 4365 Rocky Mount, North Carolina
27803-0365
|
Reports
and other information about the Fund are available on the EDGAR database on the
SEC’s website at www.sec.gov, and copies of this information may be obtained,
after paying a duplicating fee, by electronic request at the following e-mail
address:
[email protected].
No
person is authorized to give any information or to make any representations
about the Fund and its shares not contained in this Prospectus and you should
not rely on any other information. Read and keep this Prospectus for future
reference.
Investment
Company Act File Number 811-22398