Subject
to Completion—Dated October 16, 2023
The
information in this Prospectus is not complete and may be changed. The Trust may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This Prospectus is not an offer
to sell these securities and is not soliciting an offer to buy these securities
in any state where the offer or sale is not permitted.
WHITEWOLF
PUBLICLY LISTED PRIVATE EQUITY ETF
Ticker
Symbol: LBO
WHITEWOLF
COMMERCIAL REAL ESTATE FINANCE INCOME ETF
Ticker
Symbol: CREF
(each
a series of EA Series Trust)
Prospectus
December
[ ], 2023
Each
Listed on Cboe BZX Exchange, Inc.
These
securities have not been approved or disapproved by the Securities and Exchange
Commission nor has the Securities and Exchange Commission passed upon the
accuracy or adequacy of this Prospectus. Any representation to the contrary is a
criminal offense.
TABLE
OF CONTENTS
WHITEWOLF
is a registered service mark (U.S. Service Mark Reg. No. 3,967,222) of White
Wolf Capital Group Inc.
-
i -
WHITEWOLF
PUBLICLY LISTED PRIVATE EQUITY ETF
Fund
Summary
INVESTMENT
OBJECTIVE
WHITEWOLF
Publicly Listed Private Equity ETF (the “Fund” or “LBO”) seeks long-term capital
appreciation and current income.
FEES
AND EXPENSES
This
table describes the fees and expenses that you may pay if you buy, hold, and
sell shares of the Fund (“Shares”). You
may also pay brokerage commissions on the purchase and sale of Shares, which are
not reflected in the table and example below.
ANNUAL
FUND OPERATING EXPENSES (EXPENSES THAT YOU PAY EACH YEAR AS A PERCENTAGE OF THE
VALUE OF YOUR INVESTMENT)
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Management
Fee1 |
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0.70% |
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Distribution
and/or Service (12b-1) Fees |
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0.00% |
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Other
Expenses2 |
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0.00% |
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Acquired
Fund Fees and Expenses2 |
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6.12% |
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Total
Annual Fund Operating Expenses |
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6.82% |
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1 |
The
Fund’s investment advisory agreement provides that the Adviser will pay
substantially all expenses of the Fund, except for the fee payment under
the Fund’s Investment Advisory Agreement, payments under the Fund’s
Rule 12b-1 Distribution and Service Plan, brokerage
expenses, acquired fund fees and expenses, taxes, interest (including
borrowing costs), litigation expense and other non-routine or
extraordinary expenses.
Additionally, the Fund shall be responsible for its non-operating expenses
(see the italicized items in the preceding sentence) and fees and expenses
associated with the Fund’s securities lending program, if
applicable. |
2 |
Other
Expenses and Acquired Fund Fees and Expenses (“AFFE”) are estimated for
the current fiscal year. The Fund’s investments in other funds requires
the fund to report a total annual fund operating expense ratio in its
prospectus fee table that accounts for both the expenses that a fund pays
directly out of its assets (direct expenses), and the expense ratios of
the underlying funds, including business development companies (BDCs), in
which it invests, which are called AFFEs. AFFEs are indirect expenses.
This disclosure is designed to provide investors with a better
understanding of the actual costs of investing in a fund that invests in
other funds. Accordingly, the prospectus for LBO discloses its AFFEs which
are in the table above. However, because these fees are not borne directly
by the Fund, they will not be reflected in the expense information in
LBO’s financial statements. Information presented in the prospectus table
will differ from financial highlights presented in LBO’s reports to
shareholders, when available. |
EXAMPLE
The
following 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 for the time periods indicated and then redeem all of your Shares
at the end of those periods. The example also assumes that the Fund provides a
return of 5% a year and that operating expenses remain the same. You may also
pay brokerage commissions on the purchase and sale of Shares, which are not
reflected in the example. Although your actual costs may be higher or lower,
based on these assumptions your costs would be:
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One
Year: |
Three
Years: |
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$676 |
$1,991 |
|
PORTFOLIO
TURNOVER
The
Fund may pay transaction costs, including 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. At the date
of this Prospectus, the Fund has not yet commenced operations and portfolio
turnover data therefore is not available.
PRINCIPAL
INVESTMENT STRATEGIES
The
Fund is an actively managed exchange-traded fund (“ETF”) that seeks to achieve
its investment objective by investing, under normal circumstances, at least 80%
of its net assets (plus the amount of any borrowings for investment purposes) in
securities of U.S. publicly listed private equity companies. The Fund defines
“listed private equity companies” as Leverage Finance Providers (as defined
below) and Buyout Firms, Sponsors, and Asset Managers (as defined below)
(collectively, “Listed Private Equity Companies”) that are listed and traded on
a U.S. national securities exchange. Leverage Finance Providers include Business
Development Companies (BDCs), finance companies, and direct lenders. Buyout
Firms, Sponsors, and Asset Managers include companies whose principal business
is to invest in or lend capital to privately held companies. The strategies
these Listed Private Equity Companies use when investing in, lending capital to,
or providing services to privately held companies may be characterized generally
as follows: buyouts or leveraged buyouts, venture capital, special situations,
growth investments and private infrastructure. The Sub-Adviser excludes banks,
real estate-focused companies and/or real estate investment trusts from the
Fund’s investment universe.
When
selecting investments, White Wolf Capital Advisors, LLC, the sub-adviser to the
Fund (“White Wolf” or the “Sub-Adviser”), expects to evaluate a company’s credit
performance and risk level, potential changes in the company’s earnings and
dividend levels, the impact of changes in interest rates on the company, and
differences among various companies in leverage and balance sheet structures.
The Sub-Adviser may also consider a company’s valuation, financial strength,
growth potential, competitive position in its industry, projected future
earnings, and capital policies when selecting investments for the Fund. This
strategy seeks to provide investors with the opportunity to gain exposure to a
diversified basket of liquid assets with meaningful current income generation
and long-term capital appreciation.
Generally,
the Sub-Adviser intends to allocate the Fund’s assets among investments in
Listed Private Equity Companies as follows: 40% to 60% of the Fund’s net assets
invested in Leverage Finance Providers; and the remaining 40% to 60% of the
Fund’s net assets invested in Buyout Firms, Sponsors, and Asset Managers. The
foregoing portfolio allocation policy may be changed based on the Sub-Adviser’s
view of the markets. It is anticipated that the Fund will hold 25 to 40 Listed
Private Equity Companies within the portfolio. The Sub-Adviser will actively
monitor the Fund’s portfolio and expects to rebalance the Fund’s portfolio at
least quarterly. The Fund’s investments in Listed Private Equity Companies may
be classified as small-, mid- or large- capitalization investments.
The
Sub-Adviser’s security selection process applies a number of both qualitative
and quantitative criteria to help identify the best investment opportunities
from the Fund’s investment universe. With respect to qualitative selection
criteria, the securities that fit the description above represent the entire
universe of securities taken into consideration. The quantitative factors
employed by the Sub-Adviser when selecting investments for the Fund focus on the
following factors: liquidity, income, volatility, and value. When considering an
investment’s liquidity, the Sub-Adviser analyzes, among other things, an
investment’s market capitalization and the impact that has on its liquidity.
Generally, companies with larger capitalization tend to have greater liquidity.
The Fund may invest in small-, mid- and large capitalization companies as long
as they satisfy the Sub-Adviser’s liquidity standards. Next, the Sub-Adviser
analyzes a company’s volatility (i.e., the extent to which a company’s stock
price moves up or down in relation to the overall market) seeking those
companies that tend to be less volatile than the overall market. The Sub-Adviser
then considers a company’s dividend yield, seeking those investments that
provide the Fund with attractive current income. Lastly, the Sub-Adviser will
analyze a company’s price/earnings ratio, looking for those investment
opportunities that provide upside potential (i.e., those that have a low
price-to-earnings ratio). The Sub-Adviser’s value-oriented approach is designed
to identify investments that provide current income, low volatility, and the
potential for capital appreciation.
The
Fund concentrates ( i.e.
,
invests more than 25% of its total assets) in securities of companies in the
financial services industry or group of related industries.
The
Fund considers a “U.S.” company to be one (i) domiciled or with a principal
place of business or primary securities trading market in the United States, or
(ii) that derives more than 50% of its total revenues or profits from the United
States and whose stock is listed on an exchange that trades contemporaneously
with the Shares
PRINCIPAL
RISKS
An
investment in the Fund involves risks, including those described below.
There
is no assurance that the Fund will achieve its investment objective.
An investor may lose money by investing in the Fund. An investment in the Fund
is not a bank deposit and is not insured or guaranteed by the FDIC or any
government agency. More complete risk descriptions are set forth below under the
heading “Additional
Information About the Fund’s Risks”.
Each
risk summarized below is considered a “principal risk” of investing in the Fund,
regardless of the order in which it appears. As with any investment, there is a
risk you could lose all or a portion of your investment in the Fund. Some or all
of these risks may adversely affect the Fund’s NAV, trading price, yield, total
return and/or ability to meet its objectives.
Equity
Investing Risk. An
investment in the Fund involves risks similar to those of investing in any fund
holding equity securities, such as market fluctuations, changes in interest
rates and perceived trends in stock prices. The values of equity securities
could decline generally or could underperform other investments. In addition,
securities may decline in value due to factors affecting a specific issuer, a
specific market or securities markets generally.
Investment
Risk. When
you sell your Shares of the Fund, they could be worth less than what you paid
for them. The Fund could lose money due to short-term market movements and over
longer periods during market downturns. Securities may decline in value due to
factors affecting securities markets generally or particular asset classes or
industries represented in the markets. The value of a security may decline due
to general market conditions, economic trends or events that are not
specifically related to the issuer of the security or to factors that affect a
particular industry or group of industries. During a general downturn in the
securities markets, multiple asset classes may be negatively affected.
Therefore, you may lose money by investing in the Fund.
Listed
Private Equity Companies Risk.
There are certain risks inherent in investing in listed private equity
companies, which encompass financial institutions or vehicles whose principal
business is to invest in and lend capital to or provide services to privately
held companies. Generally, little public information exists for private and
thinly traded companies, and there is a risk that investors may not be able to
make a fully informed investment decision. The Fund is also subject to the
underlying risks which affect the listed private equity companies in which the
financial institutions or vehicles held by the Fund invest. Listed private
equity companies are subject to various risks depending on their underlying
investments, which include additional liquidity risk, industry risk, foreign
security risk, currency risk, valuation risk and credit risk. Listed private
equity companies may have relatively concentrated investment portfolios,
consisting of a relatively small number of holdings, which may be adversely
impacted by the poor performance of a small number of investments. By investing
in companies in the capital markets whose business is to lend money, there is a
risk that the issuer may default on its payments or declare
bankruptcy.
Business
Development Company (BDC) Risk. BDCs
generally invest in less mature U.S. private companies or thinly traded U.S.
public companies which involve greater risk than well-established publicly
traded companies. While the BDCs in which the Fund invests are expected to
generate income in the form of dividends, certain BDCs during certain periods of
time may not generate such income. The Fund will indirectly bear its
proportionate share of any management fees and other operating expenses incurred
by the BDCs and of any performance-based or incentive fees payable by the BDCs
in which it invests, in addition to the expenses paid by the Fund. A BDC’s
incentive fee may be very high, vary from year to year and be payable even if
the value of the BDC’s portfolio declines in a given time period. The use of
leverage by BDCs magnifies gains and losses on amounts invested and increases
the risks associated with investing in BDCs. A BDC may make investments with a
larger amount of risk of volatility and loss of principal than other investment
options and may also be highly speculative and aggressive.
Financial
Services Concentration Risk. The
Fund may be susceptible to adverse economic or regulatory occurrences affecting
the financial services industry. Financial services companies are subject to
extensive government regulation and, as a result, their profitability may be
affected by new regulations or regulatory interpretations. Unstable interest
rates can have a disproportionate effect on the financial services industry, and
financial services companies whose securities the Fund may purchase may
themselves have concentrated portfolios, which makes them vulnerable to economic
conditions that affect that industry. Financial services
companies
have also been affected by increased competition, which could adversely affect
the profitability or viability of such companies.
ETF
Risks
•Authorized
Participants, Market Makers and Liquidity Providers Concentration
Risk.
The Fund has a limited number of financial institutions that may act as
Authorized Participants (“APs”). In addition, there may be a limited number of
market makers and/or liquidity providers in the marketplace. To the extent
either of the following events occur, Shares may trade at a material discount to
NAV and possibly face delisting: (i) APs exit the business or otherwise become
unable to process creation and/or redemption orders and no other APs step
forward to perform these services, or (ii) market makers and/or liquidity
providers exit the business or significantly reduce their business activities
and no other entities step forward to perform their functions.
•Premium-Discount
Risk.
The
Shares may trade above or below their net asset value (“NAV”). The market prices
of Shares will generally fluctuate in accordance with changes in NAV as well as
the relative supply of, and demand for, Shares on the Cboe BZX Exchange, Inc.
(the “Exchange”) or other securities exchanges. The trading price of Shares may
deviate significantly from NAV during periods of market volatility or limited
trading activity in Shares.
•Cost
of Trading Risk.
Investors
buying or selling Shares in the secondary market will pay brokerage commissions
or other charges imposed by brokers as determined by that broker. Brokerage
commissions are often a fixed amount and may be a significant proportional cost
for investors seeking to buy or sell relatively small amounts of
Shares.
•Trading
Risk.
Although
the Shares are listed on the Exchange, there can be no assurance that an active
or liquid trading market for them will be maintained. In addition, trading in
Shares on the Exchange may be halted. In stressed market conditions, the
liquidity of the Fund’s Shares may begin to mirror the liquidity of its
underlying portfolio holdings, which can be significantly less liquid than the
Fund’s Shares, potentially causing the market price of the Fund’s Shares to
deviate from its NAV.
Management
Risk.
The Fund is actively managed and may not meet its investment objective based on
the Sub-Adviser’s success or failure to implement investment strategies for the
Fund. It is possible the investment techniques and risk analyses employed on
behalf of the Fund will not produce the desired results.
Periodic
Reallocation Risk. Because
the Sub-Adviser will generally reallocate the Fund’s portfolio on a quarterly
basis, (i) the Fund’s market exposure may be affected by significant market
movements promptly following the periodic reconstitution that are not predictive
of the market’s performance for the subsequent period and (ii) changes to the
Fund’s market exposure may lag a significant change in the market’s direction
(up or down) by as long as a quarter if such changes first take effect promptly
following the periodic reconstitution. Such lags between market performance and
changes to the Fund’s exposure may result in significant underperformance
relative to the broader equity market.
Large-Capitalization
Companies Risk. Large-capitalization
companies may trail the returns of the overall stock market.
Large-capitalization stocks tend to go through cycles of doing better - or worse
- than the stock market in general. These periods have, in the past, lasted for
as long as several years.
Small-
and Mid-Capitalization Companies Risk.
Investing in securities of small- and medium- capitalization companies involves
greater risk than customarily is associated with investing in larger, more
established companies. These companies’ securities may be more volatile and less
liquid than those of more established companies. Often small- and
medium-capitalization companies and the industries in which they focus are still
evolving and, as a result, they may be more sensitive to changing market
conditions.
Non-Diversification
Risk.
The Fund is non-diversified, meaning that it is permitted to invest a larger
percentage of its assets in fewer issuers than diversified funds. Thus, the Fund
may be more susceptible to adverse developments affecting any single issuer held
in its portfolio and may be more susceptible to greater losses because of these
developments.
Geopolitical/Natural
Disaster Risks. The
Fund’s investments are subject to geopolitical and natural disaster risks, such
as war, terrorism, trade disputes, political or economic dysfunction within some
nations, public health crises and related geopolitical events, as well as
environmental disasters, epidemics and/or pandemics, which may add to
instability in world economies and volatility in markets. The impact may be
short-term or may last for extended periods.
New
Sub-Adviser Risk. Although
the Sub-Adviser’s principals and the Fund’s portfolio managers have experience
managing investments in the past, the Sub-Adviser has no experience managing
investments for an ETF, which may limit the Sub-Adviser’s
effectiveness.
New
Fund Risk. The
Fund is a recently organized management investment company with no operating
history. As a result, prospective investors have no track record or history on
which to base their investment decision. There can be no assurance that the Fund
will grow to or maintain an economically viable size. In addition, large inflows
and outflows may impact the Fund’s market exposure for limited periods of time.
This impact may be positive or negative, depending on the direction of market
movement during the period affected.
PERFORMANCE
Performance
information is not provided below because the Fund has not yet been in operation
for one full calendar year. When provided, the information will provide some
indication of the risks of investing in the Fund by showing how the Fund’s
average annual returns compare with a broad measure of market performance. Past
performance does not necessarily indicate how the Fund will perform in the
future. Performance information is available on the Fund’s website at
www.lbo.fund or by calling the Fund at (215) 882-9983.
INVESTMENT
ADVISER
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Investment
Adviser: |
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Empowered
Funds, LLC dba EA Advisers (“Adviser”) |
Investment
Sub-Adviser: |
|
White
Wolf Capital Advisors, LLC
(“Sub-Adviser”) |
PORTFOLIO
MANAGERS
Elie
P. Azar and Rahul Hukeri have been primarily and jointly responsible for the
day-to-day management of the Fund since its inception.
SUMMARY
INFORMATION ABOUT PURCHASES, SALES, TAXES, AND FINANCIAL INTERMEDIARY
COMPENSATION
PURCHASE
AND SALE OF FUND SHARES
The
Fund issues and redeems Shares on a continuous basis only in large blocks of
Shares, typically 10,000
Shares, called “Creation Units,” and only APs (typically, broker-dealers) may
purchase or redeem Creation Units. Creation Units generally are issued and
redeemed ‘in-kind’ for securities and partially in cash. Individual Shares may
only be purchased and sold in secondary market transactions through brokers.
Once created, individual Shares generally trade in the secondary market at
market prices that change throughout the day. Market prices of Shares may be
greater or less than their NAV. Except
when aggregated in Creation Units, the Fund’s shares are not redeemable
securities.
TAX
INFORMATION
The
Fund’s distributions generally are taxable to you as ordinary income, capital
gain, or some combination of both, unless your investment is in an Individual
Retirement Account (“IRA”) or other tax-advantaged account. However, subsequent
withdrawals from such a tax-advantaged account may be subject to federal income
tax. You should consult your tax advisor about your specific tax
situation.
PURCHASES
THROUGH BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If
you purchase Shares through a broker-dealer or other financial intermediary, the
Fund and its related companies may pay the intermediary for the sale of 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 Shares over another investment. Ask your salesperson or visit your
financial intermediary’s website for more information.
WHITEWOLF
COMMERCIAL REAL ESTATE FINANCE INCOME ETF
Fund
Summary
INVESTMENT
OBJECTIVE
WHITEWOLF
Commercial Real Estate Finance Income ETF (the “Fund” or “CREF”) seeks total
return through dividends and capital appreciation.
FEES
AND EXPENSES
This
table describes the fees and expenses that you may pay if you buy, hold, and
sell shares of the Fund (“Shares”). You
may also pay brokerage commissions on the purchase and sale of Shares, which are
not reflected in the table and example below.
ANNUAL
FUND OPERATING EXPENSES (EXPENSES THAT YOU PAY EACH YEAR AS A PERCENTAGE OF THE
VALUE OF YOUR INVESTMENT)
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Management
Fee1 |
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0.70% |
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Distribution
and/or Service (12b-1) Fees |
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|
0.00% |
|
Other
Expenses2 |
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|
0.00% |
|
Acquired
Fund Fees and Expenses2 |
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0.00% |
|
Total
Annual Fund Operating Expenses |
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0.70% |
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1 |
The
Fund’s investment advisory agreement provides that the Adviser will pay
substantially all expenses of the Fund, except for the fee payment under
the Fund’s Investment Advisory Agreement, payments under the Fund’s
Rule 12b-1 Distribution and Service Plan, brokerage
expenses, acquired fund fees and expenses, taxes, interest (including
borrowing costs), litigation expense and other non-routine or
extraordinary expenses.
Additionally, the Fund shall be responsible for its non-operating expenses
(see the italicized items in the preceding sentence) and fees and expenses
associated with the Fund’s securities lending program, if
applicable. |
2 |
Other
Expenses and Acquired Fund Fees and Expenses (“AFFE”) are estimated for
the current fiscal year. The Fund’s investments in other funds requires
the Fund to report a total annual fund operating expense ratio in its
prospectus fee table that accounts for both the expenses that the Fund
pays directly out of its assets (direct expenses), and the expense ratios
of the underlying funds, in which it invests, which are called AFFEs.
AFFEs are indirect expenses. This disclosure is designed to provide
investors with a better understanding of the actual costs of investing in
a fund that invests in other funds. |
EXAMPLE
The
following 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 for the time periods indicated and then redeem all of your Shares
at the end of those periods. The example also assumes that the Fund provides a
return of 5% a year and that operating expenses remain the same. You may also
pay brokerage commissions on the purchase and sale of Shares, which are not
reflected in the example. Although your actual costs may be higher or lower,
based on these assumptions your costs would be:
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One
Year: |
Three
Years: |
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$72 |
$224 |
|
PORTFOLIO
TURNOVER
The
Fund may pay transaction costs, including 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. At the date
of this Prospectus, the Fund has not yet commenced operations and portfolio
turnover data therefore is not available.
PRINCIPAL
INVESTMENT STRATEGIES
The
Fund is an actively managed exchange-traded fund (“ETF”) that seeks to achieve
its investment objective by investing, under normal circumstances, at least 80%
of the Fund’s net assets (plus the amount of any borrowings for investment
purposes) in securities of U.S. publicly listed commercial real estate finance
companies and related businesses. The Fund defines “listed commercial real
estate finance companies” as
commercial
mortgage real estate investment trusts (REITs) (“Commercial Mortgage REITs”),
commercial equity REITs (“Commercial REITs”), and operating companies that are
primarily engaged in commercial real estate finance (“Asset Managers, Sponsors,
and Advisors”) (collectively, “Commercial Real Estate Finance Companies and
Related Businesses”) that are listed and traded on a U.S. national securities
exchange. Commercial Mortgage REITs provide primarily debt financing for
commercial real estate projects (e.g., office buildings, hotels, healthcare
facilities, multifamily residential condos, retail spaces, telecom, data
centers, and mixed-use properties), while Commercial REITs invest primarily
equity capital in commercial real estate projects. Asset Managers, Sponsors, and
Advisors are publicly traded asset managers, private equity real estate
sponsors, and advisors that provide services to the commercial real estate
industry.
The
Fund considers a “U.S.” company to be one (i) domiciled or with a principal
place of business or primary securities trading market in the United States, or
(ii) that derives more than 50% of its total revenues or profits from the United
States and whose stock is listed on an exchange that trades contemporaneously
with the Shares. The Fund does not intend to invest in companies or REITs that
provide exposure to residential financing.
White
Wolf Capital Advisors, LLC, the Fund’s sub-adviser (“White Wolf” or the
“Sub-Adviser”), is responsible for implementing the Fund’s investment strategy.
Generally, the Sub-Adviser expects to allocate approximately 80% or more of the
Fund’s portfolio to Commercial Real Estate Finance Companies and Related
Businesses. The Fund’s allocation among the various types of companies within
the Fund’s investment universe of Commercial Real Estate Finance Companies and
Related Businesses (i.e., Commercial Mortgage REITs, Commercial REITs, Asset
Managers, Sponsors, and Advisors). It is anticipated that the Fund will hold 25
to 40 positions within the portfolio. The Sub-Adviser will actively monitor the
Fund’s portfolio and expects to rebalance the Fund’s portfolio at least
quarterly.
The
Sub-Adviser’s security selection process applies a number of both qualitative
and quantitative criteria to help identify the best investment opportunities
from the Fund’s investment universe. The qualitative criteria refer to the
equity securities of U.S. publicly traded Commercial Mortgage REITs, Commercial
REITs, and Asset
Managers, Sponsors, and Advisors .
With respect to qualitative selection criteria, the securities that fit the
description above represent the entire universe of securities taken into
consideration. The quantitative factors employed by the Sub-Adviser when
selecting investments for the Fund focus on the following factors: liquidity,
income, volatility, and value. When considering an investment’s liquidity, the
Sub-Adviser analyzes, among other things, an investment’s market capitalization
and the impact that has on its liquidity. Generally, companies with larger
capitalization tend to have greater liquidity. The Fund may invest in small-,
mid- and large capitalization companies as long as they satisfy the
Sub-Adviser’s liquidity standards. Next, the Sub-Adviser analyzes a company’s
volatility (i.e., the extent to which a company’s stock price moves up or down
in relation to the overall market) seeking those companies that tend to be less
volatile than the overall market. The Sub-Adviser then considers a company’s
dividend yield, seeking those investments that provide the Fund with attractive
current income. Lastly, the Sub-Adviser will analyze a company’s price/earnings
ratio, looking for those investment opportunities that provide upside potential
(i.e., those that have a low price-to-earnings ratio). The Sub-Adviser’s
value-oriented approach is designed to identify investments that provide current
income, low volatility and the potential for capital appreciation.
The
Fund concentrates ( i.e.
,
invests more than 25% of its total assets) in securities of companies in the
commercial real estate industry or group of related industries.
PRINCIPAL
RISKS
An
investment in the Fund involves risks, including those described below.
There
is no assurance that the Fund will achieve its investment objective.
An investor may lose money by investing in the Fund. An investment in the Fund
is not a bank deposit and is not insured or guaranteed by the FDIC or any
government agency. More complete risk descriptions are set forth below under the
heading “Additional
Information About the Fund’s Risks”.
Each
risk summarized below is considered a “principal risk” of investing in the Fund,
regardless of the order in which it appears. As with any investment, there is a
risk you could lose all or a portion of your investment in the Fund. Some or all
of these risks may adversely affect the Fund’s NAV, trading price, yield, total
return and/or ability to meet its objectives.
Equity
Investing Risk. An
investment in the Fund involves risks similar to those of investing in any fund
holding equity securities, such as market fluctuations, changes in interest
rates and perceived trends in stock prices. The values of equity securities
could decline generally or could underperform other investments. In
addition,
securities may decline in value due to factors affecting a specific issuer, a
specific market or securities markets generally.
Value
Style Risk.
The Fund follows a value investment style. Risks that accompany this investment
style include, among others, the risk that the value style may be out of favor
for long periods of time, that the market will not recognize a security’s
intrinsic value for a long time or at all, and that a stock judged to be
undervalued may actually be appropriately priced or overvalued. Issuers of value
stocks may have experienced adverse business developments or may be subject to
special risks that have caused the stock to be out of favor. In addition, the
Fund’s value investment style may go out of favor with investors, negatively
affecting the Fund’s performance. If the Fund’s assessment of market conditions
or a company’s value is inaccurate, the Fund could suffer losses or produce poor
performance relative to other funds.
Investment
Risk. When
you sell your Shares of the Fund, they could be worth less than what you paid
for them. The Fund could lose money due to short-term market movements and over
longer periods during market downturns. Securities may decline in value due to
factors affecting securities markets generally or particular asset classes or
industries represented in the markets. The value of a security may decline due
to general market conditions, economic trends or events that are not
specifically related to the issuer of the security or to factors that affect a
particular industry or group of industries. During a general downturn in the
securities markets, multiple asset classes may be negatively affected.
Therefore, you may lose money by investing in the Fund.
Real
Estate Industry Concentration Risk.
The Fund’s commercial real estate investments will be significantly impacted by
the performance of the commercial real estate market and may experience more
volatility and be exposed to greater risk than a more diversified portfolio. The
value of companies engaged in the commercial real estate industry is affected
by: (i) changes in general economic and market conditions; (ii) changes in the
value of real estate properties; (iii) risks related to local economic
conditions, overbuilding and increased competition; (iv) increases in property
taxes and operating expenses; (v) changes in zoning laws; (vi) casualty and
condemnation losses; (vii) variations in rental income or the appeal of property
to tenants; (viii) the availability of financing and (ix) changes in interest
rates and leverage. There are also special risks associated with particular
commercial real estate sectors, or real estate operations generally. The Fund’s
investments will be subject to the risks typically associated with real estate,
including but not limited to the following:
Tenant
Related Risks. The
leases on the properties underlying the Fund’s investments may not be renewed on
favorable terms or the occupancy rate of various properties may fall in a manner
which adversely affects the Fund’s investments. Bankruptcies, financial
difficulties or defaults by tenants of the properties in which the Fund invests
may adversely affect the Fund.
Real
Estate Operators Risk.
Real
estate operators, property managers or any other third party may experience
financial difficulties (e.g., bankruptcy) that could result in a loss of value
in the Fund’s investments. Property managers can make decisions that result in
increased operating and maintenance related costs.
Development
Related Risks. These
risks include cost overruns and non-completion of the construction or renovation
of the properties owned, directly or indirectly, by the Fund. The expenses
related to renovations may affect the value of the Fund’s
investments.
Concentration
Risk.
Real estate companies may lack diversification due to ownership of a limited
number of properties or concentration in a particular geographic region or
property type.
Interest
Rate Risk.
Rising interest rates could result in higher costs of capital for real estate
companies, which could negatively impact a real estate company’s ability to meet
its payment obligations. The Fund may face a heightened level of interest rate
risk due to certain changes in monetary policy, such as interest rate changes by
the Federal Reserve.
Property
Risk.
Real estate companies may be subject to risks relating to functional
obsolescence or reduced desirability of properties; extended vacancies;
catastrophic events; and casualty or condemnation losses. Real estate income and
values also may be greatly affected by demographic trends, changing tastes and
values, or increasing vacancies or declining rents.
Regulatory
Risk.
Real estate income and values may be adversely affected by such factors as
applicable domestic and foreign laws (including tax laws). Government actions,
such as tax increases, zoning law changes or environmental regulations, also may
have a major impact on real estate.
Repayment
Risk.
The prices of real estate company securities may drop because of the failure of
borrowers to repay their loans, poor management, and the inability to obtain
financing either on favorable terms or at all. If the properties do not generate
sufficient income to meet operating expenses, ground lease payments, tenant
improvements, third-party leasing commissions and other capital expenditures,
the income and ability of the real estate company to make payments of interest
and principal on their loans will be adversely affected.
REITs
Risk.
In addition to the risks associated with investing in securities of commercial
real estate companies and commercial real estate related companies, REITs are
subject to certain additional risks. Equity REITs may be affected by changes in
the value of the underlying properties owned by the trusts. Further, REITs are
dependent upon specialized management skills and cash flows, and may have their
investments in relatively few properties, or in a small geographic area or a
single property type. Failure of a company to qualify as a REIT under federal
tax law may have adverse consequences to the fund. In addition, REITs have their
own expenses, and the Fund will bear a proportionate share of those expenses. In
addition to these risks, the Fund’s investments in Mortgage REITs, Office REITs
and Industrial REITS will be subject to these additional risks:
Mortgage
REITs. Mortgage
REITs are exposed to risks associated with changes in interest rates, changes in
credit spreads, and declines in real estate values. Debt investments are also
subject to loss in value due to high or sustained inflation because the debt
could be paid back in significantly depreciated currency.
Office
REITs.
Office REITs are affected by a downturn in the businesses operated by their
tenants. Also, the trend toward more businesses allowing work-from-home policies
may adversely affect this industry.
Industrial
REITs.
Industrial properties are affected by downturns in the manufacturing,
processing, and shipping of goods.
ETF
Risks
•Authorized
Participants, Market Makers and Liquidity Providers Concentration
Risk.
The Fund has a limited number of financial institutions that may act as
Authorized Participants (“APs”). In addition, there may be a limited number of
market makers and/or liquidity providers in the marketplace. To the extent
either of the following events occur, Shares may trade at a material discount to
NAV and possibly face delisting: (i) APs exit the business or otherwise become
unable to process creation and/or redemption orders and no other APs step
forward to perform these services, or (ii) market makers and/or liquidity
providers exit the business or significantly reduce their business activities
and no other entities step forward to perform their functions.
•Premium-Discount
Risk. The
Shares may trade above or below their net asset value (“NAV”). The market prices
of Shares will generally fluctuate in accordance with changes in NAV as well as
the relative supply of, and demand for, Shares on the Cboe BZX Exchange, Inc.
(the “Exchange”) or other securities exchanges. The trading price of Shares may
deviate significantly from NAV during periods of market volatility or limited
trading activity in Shares.
•Cost
of Trading Risk.
Investors
buying or selling Shares in the secondary market will pay brokerage commissions
or other charges imposed by brokers as determined by that broker. Brokerage
commissions are often a fixed amount and may be a significant proportional cost
for investors seeking to buy or sell relatively small amounts of
Shares.
•Trading
Risk.
Although
the Shares are listed on the Exchange, there can be no assurance that an active
or liquid trading market for them will be maintained. In addition, trading in
Shares on the Exchange may be halted. In stressed market conditions, the
liquidity of the Fund’s Shares may begin to mirror the liquidity of its
underlying portfolio holdings, which can be significantly less liquid than the
Fund’s Shares, potentially causing the market price of the Fund’s Shares to
deviate from its NAV.
Management
Risk.
The Fund is actively managed and may not meet its investment objective based on
the Sub-Adviser’s success or failure to implement investment strategies for the
Fund. It is possible the investment techniques and risk analyses employed on
behalf of the Fund will not produce the desired results.
Periodic
Reallocation Risk. Because
the Sub-Adviser will generally reallocate the Fund’s portfolio on a quarterly
basis, (i) the Fund’s market exposure may be affected by significant market
movements promptly following the periodic reconstitution that are not predictive
of the market’s performance for the subsequent period and (ii) changes to the
Fund’s market exposure may lag a significant change in the market’s direction
(up or down) by as long as a quarter if such changes first take effect promptly
following the periodic reconstitution.
Such
lags between market performance and changes to the Fund’s exposure may result in
significant underperformance relative to the broader equity market.
Large-Capitalization
Companies Risk. Large-capitalization
companies may trail the returns of the overall stock market.
Large-capitalization stocks tend to go through cycles of doing better - or worse
- than the stock market in general. These periods have, in the past, lasted for
as long as several years.
Small-
and Mid-Capitalization Companies Risk.
Investing in securities of small- and medium- capitalization companies involve
greater risk than customarily is associated with investing in larger, more
established companies. These companies’ securities may be more volatile and less
liquid than those of more established companies. Often small- and
medium-capitalization companies and the industries in which they focus are still
evolving and, as a result, they may be more sensitive to changing market
conditions.
Non-Diversification
Risk.
The Fund is non-diversified, meaning that it is permitted to invest a larger
percentage of its assets in fewer issuers than diversified funds. Thus, the Fund
may be more susceptible to adverse developments affecting any single issuer held
in its portfolio and may be more susceptible to greater losses because of these
developments.
Geopolitical/Natural
Disaster Risks. The
Fund’s investments are subject to geopolitical and natural disaster risks, such
as war, terrorism, trade disputes, political or economic dysfunction within some
nations, public health crises and related geopolitical events, as well as
environmental disasters, epidemics and/or pandemics, which may add to
instability in world economies and volatility in markets. The impact may be
short-term or may last for extended periods.
New
Sub-Adviser Risk. Although
the Sub-Adviser’s principals and the Fund’s portfolio managers have experience
managing investments in the past, the Sub-Adviser has no experience managing
investments for an ETF, which may limit the Sub-Adviser’s
effectiveness.
New
Fund Risk. The
Fund is a recently organized management investment company with no operating
history. As a result, prospective investors have no track record or history on
which to base their investment decision. There can be no assurance that the Fund
will grow to or maintain an economically viable size. In addition, large inflows
and outflows may impact the Fund’s market exposure for limited periods of time.
This impact may be positive or negative, depending on the direction of market
movement during the period affected.
PERFORMANCE
Performance
information is not provided below because the Fund has not yet been in operation
for one full calendar year. When provided, the information will provide some
indication of the risks of investing in the Fund by showing how the Fund’s
average annual returns compare with a broad measure of market performance. Past
performance does not necessarily indicate how the Fund will perform in the
future. Performance information is available on the Fund’s website at
www.cref.fund or by calling the Fund at (215) 882-9983.
INVESTMENT
ADVISER
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Investment
Adviser: |
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Empowered
Funds, LLC dba EA Advisers (“Adviser”) |
Investment
Sub-Adviser: |
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White
Wolf Capital Advisors, LLC
(“Sub-Adviser”) |
PORTFOLIO
MANAGERS
Elie
P. Azar and Rahul Hukeri have been primarily and jointly responsible for the
day-to-day management of the Fund since its inception.
SUMMARY
INFORMATION ABOUT PURCHASES, SALES, TAXES, AND FINANCIAL INTERMEDIARY
COMPENSATION
PURCHASE
AND SALE OF FUND SHARES
The
Fund issues and redeems Shares on a continuous basis only in large blocks of
Shares, typically 10,000
Shares, called “Creation Units,” and only APs (typically, broker-dealers) may
purchase or redeem Creation Units. Creation Units generally are issued and
redeemed ‘in-kind’ for securities and partially in cash. Individual Shares may
only be purchased and sold in secondary market transactions through brokers.
Once created, individual Shares generally trade in the secondary market at
market prices that change throughout the day. Market prices of Shares may be
greater or less than their NAV. Except
when aggregated in Creation Units, the Fund’s shares are not redeemable
securities.
TAX
INFORMATION
The
Fund’s distributions generally are taxable to you as ordinary income, capital
gain, or some combination of both, unless your investment is in an Individual
Retirement Account (“IRA”) or other tax-advantaged account. However, subsequent
withdrawals from such a tax-advantaged account may be subject to federal income
tax. You should consult your tax advisor about your specific tax
situation.
PURCHASES
THROUGH BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If
you purchase Shares through a broker-dealer or other financial intermediary, the
Fund and its related companies may pay the intermediary for the sale of 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 Shares over another investment. Ask your salesperson or visit your
financial intermediary’s website for more information.
ADDITIONAL
INFORMATION ABOUT THE FUNDS
HOW
ARE THE FUNDS DIFFERENT FROM A MUTUAL FUND?
Redeemability.
Mutual
fund shares may be bought from, and redeemed with, the issuing fund for cash at
NAV typically calculated once at the end of the business day. Shares of a Fund,
by contrast, cannot be purchased from or redeemed with the Fund except by or
through APs (typically, broker-dealers), and then principally for an in-kind
basket of securities (and a limited cash amount). In addition, each Fund issues
and redeems Shares on a continuous basis only in large blocks of Shares,
typically 10,000 Shares, called “Creation Units.”
Exchange
Listing. Unlike
mutual fund shares, Shares of each Fund will be listed for trading on the
Exchange. Investors can purchase and sell Shares on the secondary market through
a broker. Investors purchasing Shares in the secondary market through a
brokerage account or with the assistance of a broker may be subject to brokerage
commissions and charges. Secondary-market transactions do not occur at NAV, but
at market prices that change throughout the day, based on the supply of, and
demand for, Shares and on changes in the prices of the Fund’s portfolio
holdings. The market price of Shares may differ from the NAV of a Fund. The
difference between market price of Shares and the NAV of a Fund is called a
premium when the market price is above the reported NAV and called a discount
when the market price is below the reported NAV, and the difference is expected
to be small most of the time, though it may be significant, especially in times
of extreme market volatility.
Tax
Treatment. The
Funds and their Shares have been designed to be tax efficient. Specifically, the
in-kind creation and redemption feature has been designed to protect Fund
shareholders from adverse tax consequences applicable to non-ETF registered
investment companies as a result of cash transactions in the non-ETF registered
investment company’s shares, including cash redemptions. Nevertheless, to the
extent redemptions from a Fund are paid in cash, the Fund may realize capital
gains or losses, including in some cases short-term capital gains, upon the sale
of portfolio securities to generate the cash to satisfy the
redemption.
Transparency.
Each
Fund’s portfolio holdings are disclosed on the Fund’s website daily after the
close of trading on the Exchange and prior to the opening of trading on the
Exchange the following day. A description of a Fund’s policies and procedures
with respect to the disclosure of the Fund’s portfolio holdings is available in
the Fund’s Statement of Additional Information (“SAI”).
Premium/Discount
Information. Information
about the premiums and discounts at which a Fund’s Shares have traded will be
available at www.lbo.fund
and www.cref.fund.
ADDITIONAL
INFORMATION ABOUT THE FUNDS’ INVESTMENT OBJECTIVE AND STRATEGIES
Each
Fund’s investment objective is a non-fundamental investment policy and may be
changed without a vote of shareholders with prior written notice to
shareholders. Shareholders will be provided with at least 60 days advance
written notice of such change.
WHITEWOLF
Publicly Listed Private Equity ETF
WHITEWOLF
Publicly Listed Private Equity ETF (the “Fund” or “LBO”) seeks long-term capital
appreciation and current income.
The
Fund is an actively managed exchange-traded fund (“ETF”) that seeks to achieve
its investment objective by investing, under normal circumstances, at least 80%
of its net assets (plus the amount of any borrowings for investment purposes) in
securities of U.S. publicly listed private equity companies. The Fund defines
“listed private equity companies” as Leverage Finance Providers (as defined
below) and Buyout Firms, Sponsors, and Asset Managers (as defined below)
(collectively, “Listed Private Equity Companies”) that are listed and traded on
a U.S. national securities exchange. Leverage Finance Providers include Business
Development Companies (BDCs), finance companies, and direct lenders. Buyout
Firms, Sponsors, and Asset Managers include companies whose principal business
is to invest in or lend capital to privately held companies. The strategies
these Listed Private Equity Companies use when investing in, lending capital to,
or providing services to privately held companies may be characterized generally
as follows: buyouts or leveraged buyouts, venture capital, special situations,
growth investments and private infrastructure. The Sub-Adviser excludes banks,
real estate-focused companies and/or real estate investment trusts from the
Fund’s investment universe.
The
Listed Private Equity Companies typically make direct investments in private
enterprises that may be involved in investment strategies that include, but are
not limited to:
•Growth
Investments. Growth
investments are typically minority investments with little or no leverage in
fast-growing companies that seek capital for further expansion. Growth equity
strategies have the potential to provide attractive upside in a private equity
portfolio, provided there is strong underlying growth of the respective economy
or specific sector.
•Special
Situations. The
objective of special situations investments is to invest in underperforming or
distressed companies and facilitate a turnaround which may result in the company
going through a bankruptcy or other restructuring process.
•Venture
Capital. Venture
capital investments are typically made in new and emerging companies, often in
the technology and healthcare sectors. Companies financed by venture capital are
generally not cash flow positive at the time of investment and may require
several rounds of financing before the company can be sold privately or taken
public.
•Buyouts.
The standard buyout or leveraged buyout involves the acquisition or
recapitalization of existing companies or divisions of businesses in order to
reposition them for growth and operational improvement. Buyouts may involve
carve-outs of larger organizations or the purchase of family-owned enterprises
with the ability to expand.
•Private
Infrastructure.
Private infrastructure investments typically include investments in equity
securities of companies that focus on utilities and/or transportation
infrastructure.
The
Fund’s exposure to Listed Private Equity Companies that invest based on these
strategies will vary over time depending on the Sub-Adviser’s view of a
company’s investment merits under current market conditions.
When
selecting investments, White Wolf Capital Advisors, LLC, the sub-adviser to the
Fund (“White Wolf” or the “Sub-Adviser”), expects to evaluate a company’s credit
performance and risk level, potential changes in the company’s earnings and
dividend levels, the impact of changes in interest rates on the company, and
differences among various companies in leverage and balance sheet structures.
The Sub-Adviser may also consider a company’s valuation, financial strength,
growth potential, competitive position in its industry, projected future
earnings, and capital policies when selecting investments for the Fund. This
strategy seeks to provide investors with the opportunity to gain exposure to a
diversified basket of liquid assets with meaningful current income generation
and long-term capital appreciation.
Generally,
the Sub-Adviser intends to allocate the Fund’s assets among investments in
Listed Private Equity Companies as follows: 40% to 60% of the Fund’s net assets
invested in Leverage Finance Providers; and the remaining 40% to 60% of the
Fund’s net assets invested in Buyout Firms, Sponsors, and Asset Managers. The
foregoing portfolio allocation policy may be changed based on the Sub-Adviser’s
view of the markets. It is anticipated that the Fund will hold 25 to 40 Listed
Private Equity Companies within the portfolio. The Sub-Adviser will actively
monitor the Fund’s portfolio and expects to rebalance the Fund’s portfolio at
least quarterly. The Fund’s investments in Listed Private Equity Companies may
be classified as small-, mid- or large- capitalization investments. In addition,
any investment in a listed private equity company that derives 15% or more of
its revenue from securities-related transaction activity on a trailing 12-month
basis may not exceed 5% of the Fund’s portfolio.
The
Sub-Adviser’s security selection process applies a number of both qualitative
and quantitative criteria to help identify the best investment opportunities
from the Fund’s investment universe. With respect to qualitative selection
criteria, the securities that fit the description above represent the entire
universe of securities taken into consideration. The quantitative factors
employed by the Sub-Adviser when selecting investments for the Fund focus on the
following factors: liquidity, income, volatility, and value. When considering an
investment’s liquidity, the Sub-Adviser analyzes, among other things, an
investment’s market capitalization and the impact that has on its liquidity.
Generally, companies with larger capitalization tend to have greater liquidity.
The Fund may invest in small-, mid- and large capitalization companies as long
as they satisfy the Sub-Adviser’s liquidity standards. Next, the Sub-Adviser
analyzes a company’s volatility (i.e., the extent to which a company’s stock
price moves up or down in relation to the overall market) seeking those
companies that tend to be less volatile than the overall market. The Sub-Adviser
then considers a company’s dividend yield, seeking those investments that
provide the Fund with attractive current income. Lastly, the Sub-Adviser will
analyze a company’s price/earnings ratio, looking for those investment
opportunities that provide upside potential (i.e., those that have a low
price-to-earnings ratio). The Sub-Adviser’s value-oriented approach is designed
to identify investments that provide current income, low volatility, and the
potential for capital appreciation.
Business
Development Companies.
The Fund’s investments in exchange-traded BDCs are expected to provide the Fund
with exposure to small and middle-market companies. To qualify as a BDC, an
entity must be organized under the laws of, and have its principal place of
business in, the United States, be registered with the Securities and Exchange
Commission (the “SEC”) and have elected to be regulated as a BDC under the
Investment Company Act of 1940, as amended (the “1940 Act”). BDCs are vehicles
whose principal business is to invest in, lend capital to or provide services to
privately held U.S. companies or thinly traded U.S. public companies. When
selecting BDCs for investment, the Sub-Adviser generally seeks those providing a
dividend yield. Managerial acumen is another factor considered by the
Sub-Adviser when selecting BDCs. BDCs are special investment vehicles designed
to facilitate capital formation for small and middle-market companies. BDCs are
closed-end investment companies subject to the Investment Company Act of 1940
(the “1940 Act”). The Fund intends to rely on Rule 12d1-4 of the 1940 Act when
investing in other investment companies, including its investments in BDCs This
limitation could inhibit the Fund’s ability to purchase shares of certain BDCs
to the Sub-Adviser’s desired level.
The
Fund concentrates (i.e., invests more than 25% of its total assets) in
securities of companies in the financial services industry or group of related
industries.
The
Fund considers a “U.S.” company to be one (i) domiciled or with a principal
place of business or primary securities trading market in the United States, or
(ii) that derives more than 50% of its total revenues or profits from the United
States and whose stock is listed on an exchange that trades contemporaneously
with the Shares
WHITEWOLF
Commercial Real Estate Finance Income ETF
WHITEWOLF
Commercial Real Estate Finance Income ETF (the “Fund” or “CREF”) seeks total
return through dividends and capital appreciation.
The
Fund is an actively managed exchange-traded fund (“ETF”) that seeks to achieve
its investment objective by investing, under normal circumstances, at least 80%
of the Fund’s net assets (plus the amount of any borrowings for investment
purposes) in securities of U.S. publicly listed commercial real estate finance
companies and related businesses. The Fund defines “listed commercial real
estate finance companies” as commercial mortgage real estate investment trusts
(REITs) (“Commercial Mortgage REITs”), commercial equity REITs (“Commercial
REITs”), and operating companies that are primarily engaged in commercial real
estate finance (“Asset Managers, Sponsors, and Advisors”) (collectively,
“Commercial Real Estate Finance Companies and Related Businesses”) that are
listed and traded on a U.S. national securities exchange. Commercial Mortgage
REITs provide primarily debt financing for commercial real estate projects
(e.g., office buildings, hotels, healthcare facilities, multifamily residential
condos, retail spaces, telecom, data centers, and mixed-use properties), while
Commercial REITs invest primarily equity capital in commercial real estate
projects. Asset Managers, Sponsors, and Advisors are publicly traded asset
managers, private equity real estate sponsors, and advisors that provide
services to the commercial real estate industry.
The
Fund considers a “U.S.” company to be one (i) domiciled or with a principal
place of business or primary securities trading market in the United States, or
(ii) that derives more than 50% of its total revenues or profits from the United
States and whose stock is listed on an exchange that trades contemporaneously
with the Shares. The Fund does not intend to invest in companies or REITs that
provide exposure to residential financing.
White
Wolf Capital Advisors, LLC, the Fund’s sub-adviser (“White Wolf” or the
“Sub-Adviser”), is responsible for implementing the Fund’s investment strategy.
Generally, the Sub-Adviser expects to allocate approximately 80% or more of the
Fund’s portfolio to Commercial Real Estate Finance Companies and Related
Businesses. The Fund’s allocation among the various types of companies within
the Fund’s investment universe of Commercial Real Estate Finance Companies and
Related Businesses (i.e., Commercial Mortgage REITs, Commercial REITs, Asset
Managers, Sponsors, and Advisors). It is anticipated that the Fund will hold 25
to 40 positions within the portfolio. The Sub-Adviser will actively monitor the
Fund’s portfolio and expects to rebalance the Fund’s portfolio at least
quarterly.
The
Sub-Adviser’s security selection process applies a number of both qualitative
and quantitative criteria to help identify the best investment opportunities
from the Fund’s investment universe. The qualitative criteria refer to the
equity securities of U.S. publicly traded Commercial Mortgage REITs, Commercial
REITs, and Asset Managers, Sponsors, and Advisors. With respect to qualitative
selection criteria, the securities that fit the description above represent the
entire universe of securities taken into consideration. The quantitative factors
employed by the Sub-Adviser when selecting investments for the Fund focus on the
following factors: liquidity, income, volatility, and value. When considering an
investment’s liquidity, the Sub-Adviser analyzes, among other things, an
investment’s market capitalization and the impact that has on its liquidity.
Generally, companies
with
larger capitalization tend to have greater liquidity. The Fund may invest in
small-, mid- and large capitalization companies as long as they satisfy the
Sub-Adviser’s liquidity standards. Next, the Sub-Adviser analyzes a company’s
volatility (i.e., the extent to which a company’s stock price moves up or down
in relation to the overall market) seeking those companies that tend to be less
volatile than the overall market. The Sub-Adviser then considers a company’s
dividend yield, seeking those investments that provide the Fund with attractive
current income. Lastly, the Sub-Adviser will analyze a company’s price/earnings
ratio, looking for those investment opportunities that provide upside potential
(i.e., those that have a low price-to-earnings ratio). The Sub-Adviser’s
value-oriented approach is designed to identify investments that provide current
income, low volatility and the potential for capital appreciation.
The
Fund concentrates (i.e., invests more than 25% of its total assets) in
securities of companies in the commercial real estate industry or group of
related industries.
Temporary
Defensive Positions.
From time to time, a Fund may take temporary defensive positions that are
inconsistent with its principal investment strategies in attempting to respond
to adverse market, economic, political, or other conditions. In those instances,
a Fund may hold up to 100% of its assets in cash; short-term U.S. government
securities and government agency securities; investment grade money market
instruments; money market mutual funds; investment grade fixed income
securities; repurchase agreements; commercial paper; cash equivalents; and
exchange-traded investment vehicles that principally invest in the foregoing
instruments. As a result of engaging in these temporary measures, a Fund may not
achieve its investment objective.
ADDITIONAL
INFORMATION ABOUT THE FUNDS’ RISKS
The
information below provides additional information about the risks of investing
in each Fund, including the principal risks identified under “Principal Risks”
in each Fund Summary. A risk applies to each Fund unless noted
otherwise.
Cash
and Cash Equivalents Risk.
Holding cash or cash equivalents rather than securities or other instruments in
which the Fund primarily invests, even strategically, may cause the Fund to risk
losing opportunities to participate in market appreciation, and may cause the
Fund to experience potentially lower returns than the Fund’s benchmark or other
funds that remain fully invested. In rising markets, holding cash or cash
equivalents will negatively affect the Fund’s performance relative to its
benchmark.
Equity
Investing Risk. An
investment in the Fund involves risks similar to those of investing in any fund
holding equity securities, such as market fluctuations, changes in interest
rates and perceived trends in stock prices. The values of equity securities
could decline generally or could underperform other investments. In addition,
securities may decline in value due to factors affecting a specific issuer, a
specific market or securities markets generally.
Investment
Risk. When
you sell your Shares of the Fund, they could be worth less than what you paid
for them. The Fund could lose money due to short-term market movements and over
longer periods during market downturns. Securities may decline in value due to
factors affecting securities markets generally or particular asset classes or
industries represented in the markets. The value of a security may decline due
to general market conditions, economic trends or events that are not
specifically related to the issuer of the security or to factors that affect a
particular industry or group of industries. During a general downturn in the
securities markets, multiple asset classes may be negatively affected.
Therefore, you may lose money by investing in the Fund.
Value
Style Risk.
(WHITEWOLF
Commercial Real Estate Finance Income ETF) The
Fund follows a value investment style. Risks that accompany this investment
style include, among others, the risk that the value style may be out of favor
for long periods of time, that the market will not recognize a security’s
intrinsic value for a long time or at all, or that a stock judged to be
undervalued may actually be appropriately priced or overvalued. Issuers of value
stocks may have experienced adverse business developments or may be subject to
special risks that have caused the stock to be out of favor. In addition, the
Fund’s value investment style may go out of favor with investors, negatively
affecting the Fund’s performance. If the Fund’s assessment of market conditions
or a company’s value is inaccurate, the Fund could suffer losses or produce poor
performance relative to other funds.
Listed
Private Equity Companies (WHITEWOLF
Publicly Listed Private Equity ETF).
Certain
risks are inherent in investing in listed private equity companies, which
encompass BDCs and other financial institutions or vehicles whose principal
business is to invest in and lend capital to privately held companies.
Generally, little public information exists for private and thinly traded
companies, and there is a risk that investors may not be able to make a fully
informed investment decision. With investments in debt instruments, there is a
risk that the
issuer
may default on its payments or declare bankruptcy. Investments made by listed
private equity companies and BDCs generally are subject to legal and other
restrictions on resale and otherwise are less liquid than publicly traded
securities. The illiquidity of these investments may make it difficult to sell
such investments if the need arises, and if there is a need for a listed private
equity company or BDC in which the Fund invests to liquidate its portfolio
quickly, it may realize a loss on its investments. Listed private equity
companies and BDCs may have relatively concentrated investment portfolios,
consisting of a relatively small number of holdings. A consequence of this
limited number of investments is that the poor performance of a small number of
investments, or even a single investment, particularly if a company experiences
the need to write down the value of an investment, can have a disproportionate
impact on the aggregate returns realized, and can result in increased volatility
and risk.
Since
private equity companies and BDCs rely on access to short-term money markets,
longer-term capital markets and the bank markets as a significant source of
liquidity, to the extent that such companies are not able to access capital at
competitive rates, their ability to implement certain financial strategies will
be negatively impacted. Market disruptions, including a downturn in capital
markets in general, or a downgrade of the credit rating of a listed private
equity company or BDC the Fund holds may increase the cost of borrowing to that
company, thereby adversely impacting the Fund’s returns. Credit downgrades also
may result in requirements on a company to provide additional support in the
form of letters of credit or cash or other collateral to various counterparties.
Since many of the assets of listed private equity companies and BDCs do not have
readily ascertainable market values, such assets are most often recorded at fair
value, in good faith, in accordance with valuation procedures adopted by such
companies. Such determination requires that judgment be applied to the specific
facts and circumstances. Due to the absence of a readily ascertainable market
value, and because of the inherent uncertainty of fair valuation, fair value of
a listed private equity company’s or BDC’s investments may differ significantly
from the values that would be reflected if the securities were traded in an
established market, potentially resulting in material differences between a
listed private equity company’s NAV per share and its market value.
Many
listed private equity companies invest in mezzanine and other debt securities of
privately held companies, including senior secured loans. Typically, mezzanine
investments are structured as subordinated loans (with or without warrants) that
carry a fixed rate of interest. Many debt investments in which private equity
companies invest will not be rated by a credit rating agency such as Moody’s
Investors Service, Inc. (“Moody’s”) or Standard and Poor’s Ratings Services, a
division of McGraw Hill Financial, Inc. (“S&P Ratings”), and will be below
investment grade quality, as determined by the Sub-Adviser. These investments
are commonly referred to as “junk bonds” and have predominantly speculative
characteristics with respect to an issuer’s capacity to make payments of
interest and principal. Although lower-grade securities are higher yielding,
they are characterized by high risk. In addition, the secondary market for
lower-grade securities may be less liquid than that of higher-rated securities.
Issuers of lower-rated securities have a currently identifiable vulnerability to
default or may currently be in default. Lower-rated securities may react more
strongly to real or perceived adverse economic and competitive industry
conditions than higher-grade securities. If the issuer of lower-rated securities
defaults, a listed private equity company may incur additional expenses to seek
recovery.
Business
Development Company (BDC) Risk (WHITEWOLF
Publicly Listed Private Equity ETF).
BDCs
invest in private companies and securities of public companies, which may be
thinly traded securities. Generally, little public information exists for
private and thinly traded companies, and there is a risk that investors may not
be able to make fully informed investment decisions. Less mature and smaller
private companies involve greater risk than well-established and larger publicly
traded companies. These investments have predominantly speculative
characteristics with respect to an issuer’s capacity to make payments of
interest and principal. The 1940 Act imposes certain restraints upon the
operations of a BDC. For example, BDCs are required to invest at least 70% of
their total assets primarily in securities of private companies or thinly traded
U.S. public companies, cash, cash equivalents, U.S. government securities and
high-quality debt investments that mature in one year or less. Additionally, a
BDC may incur indebtedness only in amounts such that the BDC’s asset coverage
equals at least 200% after such incurrence. These limitations on asset mix and
leverage may restrict the way that the BDC raises capital. BDCs generally invest
in less-mature private companies, which involve greater risk than
well-established, publicly traded companies.
Investment
advisers to BDCs may be entitled to compensation based on the BDC’s performance,
which may result in riskier or more speculative investments in an effort to
maximize incentive compensation and higher fees. In addition, to the extent that
the Fund invests a portion of its assets in BDCs, a shareholder in the Fund not
only will bear his or her proportionate share of the expenses of the Fund, but
also will bear indirectly the
expenses
of the BDCs. See “acquired fund fees and expenses” included in the Fund’s annual
fund operating expense table.
A
significant portion of the Fund may be comprised of BDCs or other investment
companies.
Financial
Services Concentration Risk. The
Fund may be susceptible to adverse economic or regulatory occurrences affecting
the financial services industry. Financial services companies are subject to
extensive government regulation and, as a result, their profitability may be
affected by new regulations or regulatory interpretations. Unstable interest
rates can have a disproportionate effect on the financial services industry, and
financial services companies whose securities the Fund may purchase may
themselves have concentrated portfolios, which makes them vulnerable to economic
conditions that affect that industry. Financial services companies have also
been affected by increased competition, which could adversely affect the
profitability or viability of such companies.
Real
Estate Industry Concentration Risk (WHITEWOLF
Commercial Real Estate Finance Income ETF).
The Fund’s commercial real estate investments will be significantly impacted by
the performance of the commercial real estate market and may experience more
volatility and be exposed to greater risk than a more diversified portfolio. The
value of companies engaged in the commercial real estate industry is affected
by: (i) changes in general economic and market conditions; (ii) changes in the
value of real estate properties; (iii) risks related to local economic
conditions, overbuilding and increased competition; (iv) increases in property
taxes and operating expenses; (v) changes in zoning laws; (vi) casualty and
condemnation losses; (vii) variations in rental income or the appeal of property
to tenants; (viii) the availability of financing and (ix) changes in interest
rates and leverage. There are also special risks associated with particular
commercial real estate sectors, or real estate operations generally. The Fund’s
investments will be subject to the risks typically associated with real estate,
including but not limited to the following:
•Tenant
Related Risks.
The leases on the properties underlying the Fund’s investments may not be
renewed on favorable terms or the occupancy rate of various properties may fall
in a manner which adversely affects the Fund’s investments. Bankruptcies,
financial difficulties or defaults by tenants of the properties in which the
Fund invests may adversely affect the Fund.
•Real
Estate Operators Risk.
Real estate operators, property managers or any other third party may experience
financial difficulties (e.g., bankruptcy) that could result in a loss of value
in the Fund’s investments. Property managers can make decisions that result in
increased operating and maintenance-related costs.
•Development
Related Risks.
These risks include cost overruns and non-completion of the construction or
renovation of the properties owned, directly or indirectly, by the Fund. The
expenses related to renovations may affect the value of the Fund’s
investments.
•Concentration
Risk.
Real estate companies may lack diversification due to ownership of a limited
number of properties or concentration in a particular geographic region or
property type.
•Interest
Rate Risk. Rising
interest rates could result in higher costs of capital for real estate
companies, which could negatively impact a real estate company’s ability to meet
its payment obligations. The Fund may face a heightened level of interest rate
risk due to certain changes in monetary policy, such as interest rate changes by
the Federal Reserve.
•Property
Risk.
Real estate companies may be subject to risks relating to functional
obsolescence or reduced desirability of properties; extended vacancies;
catastrophic events; and casualty or condemnation losses. Real estate income and
values also may be greatly affected by demographic trends, changing tastes and
values, or increasing vacancies or declining rents.
•Regulatory
Risk. Real
estate income and values may be adversely affected by such factors as applicable
domestic and foreign laws (including tax laws). Government actions, such as tax
increases, zoning law changes or environmental regulations, also may have a
major impact on real estate.
•Repayment
Risk. The
prices of real estate company securities may drop because of the failure of
borrowers to repay their loans, poor management, and the inability to obtain
financing either on favorable terms or at all. If the properties do not generate
sufficient income to meet operating expenses, ground lease payments, tenant
improvements, third-party leasing commissions and other capital expenditures,
the income and ability of the real estate company to make payments of interest
and principal on their loans will be adversely affected.
REITs
Risk (WHITEWOLF
Commercial Real Estate Finance Income ETF).
In addition to the risks associated with investing in securities of commercial
real estate companies and commercial real estate related companies, REITs are
subject to certain additional risks. Equity REITs may be affected by changes in
the value of the underlying properties owned by the trusts. Further, REITs are
dependent upon specialized management skills and cash flows, and may have their
investments in relatively few properties, or in a small geographic area or a
single property type. Failure of a company to qualify as a REIT under federal
tax law may have adverse consequences to the Fund. In addition, REITs have their
own expenses, and the Fund will bear a proportionate share of those expenses. In
addition to these risks, the Fund’s investments in Mortgage REITs, Office REITs
and Industrial REITS will be subject to these additional risks:
•Mortgage
REITs.
Mortgage REITs are exposed to risks associated with changes in interest rates,
changes in credit spreads, and declines in real estate values. Debt investments
are also subject to loss in value due to high or sustained inflation because the
debt could be paid back in significantly depreciated currency.
•Office
REITs.
Office REITs are affected by a downturn in the businesses operated by their
tenants. Also, the trend toward more businesses allowing work-from-home policies
may adversely affect this industry.
•Industrial
REITs. Industrial
properties are affected by downturns in the manufacturing, processing, and
shipping of goods.
ETF
Risks
•Authorized
Participants, Market Makers and Liquidity Providers Concentration
Risk.
The Fund has a limited number of financial institutions that may act as
Authorized Participants (“APs”). In addition, there may be a limited number of
market makers and/or liquidity providers in the marketplace. To the extent
either of the following events occur, Shares may trade at a material discount to
NAV and possibly face delisting: (i) APs exit the business or otherwise become
unable to process creation and/or redemption orders and no other APs step
forward to perform these services, or (ii) market makers and/or liquidity
providers exit the business or significantly reduce their business activities
and no other entities step forward to perform their functions.
•Premium-Discount
Risk. The
Shares may trade above or below their net asset value (“NAV”). The market prices
of Shares will generally fluctuate in accordance with changes in NAV as well as
the relative supply of, and demand for, Shares on the Cboe BZX Exchange, Inc.
(the “Exchange”) or other securities exchanges. The trading price of Shares may
deviate significantly from NAV during periods of market volatility or limited
trading activity in Shares.
•Cost
of Trading Risk.
Investors
buying or selling Shares in the secondary market will pay brokerage commissions
or other charges imposed by brokers as determined by that broker. Brokerage
commissions are often a fixed amount and may be a significant proportional cost
for investors seeking to buy or sell relatively small amounts of
Shares.
•Trading
Risk.
Although
the Shares are listed on the Exchange, there can be no assurance that an active
or liquid trading market for them will be maintained. In addition, trading in
Shares on the Exchange may be halted. In stressed market conditions, the
liquidity of the Fund’s Shares may begin to mirror the liquidity of its
underlying portfolio holdings, which can be significantly less liquid than the
Fund’s Shares, potentially causing the market price of the Fund’s Shares to
deviate from its NAV.
Management
Risk.
The Fund is actively managed and may not meet its investment objective based on
the Sub-Adviser’s success or failure to implement investment strategies for the
Fund. It is possible the investment techniques and risk analyses employed on
behalf of the Fund will not produce the desired results.
Periodic
Reallocation Risk. Because
the Sub-Adviser will generally reallocate the Fund’s portfolio on a quarterly
basis, (i) the Fund’s market exposure may be affected by significant market
movements promptly following the periodic reconstitution that are not predictive
of the market’s performance for the subsequent period and (ii) changes to the
Fund’s market exposure may lag a significant change in the market’s direction
(up or down) by as long as a quarter if such changes first take effect promptly
following the periodic reconstitution. Such lags between market performance and
changes to the Fund’s exposure may result in significant underperformance
relative to the broader equity market.
Large-Capitalization
Companies Risk. Large-capitalization
companies may trail the returns of the overall stock market.
Large-capitalization stocks tend to go through cycles of doing better - or worse
- than the stock market in general. These periods have, in the past, lasted for
as long as several years.
Small-
and Mid-Capitalization Companies Risk.
The securities of small- and mid-capitalization companies may be more vulnerable
to adverse issuer, market, political, or economic developments than securities
of large-capitalization companies. The securities of small- and
mid-capitalization companies generally trade in lower volumes and are subject to
greater and more unpredictable price changes than larger capitalization stocks
or the stock market as a whole. Some smaller-capitalization companies have
limited product lines, markets, and financial and managerial resources and tend
to concentrate on fewer geographical markets relative to larger-capitalization
companies. There is typically less publicly available information concerning
smaller-capitalization companies than for larger, more established companies.
Smaller-capitalization companies also may be particularly sensitive to changes
in interest rates, government regulation, borrowing costs and
earnings.
Non-Diversification
Risk.
The Fund is non-diversified, meaning that it is permitted to invest a larger
percentage of its assets in fewer issuers than diversified funds. Thus, the Fund
may be more susceptible to adverse developments affecting any single issuer held
in its portfolio and may be more susceptible to greater losses because of these
developments.
Geopolitical/Natural
Disaster Risks. The
Fund’s investments are subject to geopolitical and natural disaster risks, such
as war, terrorism, trade disputes, political or economic dysfunction within some
nations, public health crises and related geopolitical events, as well as
environmental disasters, epidemics and/or pandemics, which may add to
instability in world economies and volatility in markets. The impact may be
short-term or may last for extended periods.
New
Sub-Adviser Risk. Although
the Sub-Adviser’s principals and the Fund’s portfolio managers have experience
managing investments in the past, the Sub-Adviser has no experience managing
investments for an ETF, which may limit the Sub-Adviser’s
effectiveness.
New
Fund Risk. The
Fund is a recently organized management investment company with no operating
history. As a result, prospective investors have no track record or history on
which to base their investment decision. There can be no assurance that the Fund
will grow to or maintain an economically viable size. In addition, large inflows
and outflows may impact the Fund’s market exposure for limited periods of time.
This impact may be positive or negative, depending on the direction of market
movement during the period affected.
FUND
MANAGEMENT
Investment
Adviser
EA
Advisers acts as each Fund’s investment adviser. The Adviser is located at 19
East Eagle Road Havertown, PA 19083 and is wholly-owned by Alpha Architect LLC.
The Adviser is registered with the Securities and Exchange Commission (“SEC”)
under the Investment Advisers Act of 1940 and provides investment advisory
services solely to the Fund and other exchange-traded funds. The Adviser was
founded in October 2013.
The
Adviser provides trading, execution and various other administrative services
and supervises the overall daily affairs of the Funds, subject to the general
supervision and control of the Board. The Adviser performs its services to each
Fund pursuant to the terms of an investment advisory agreement (the “Advisory
Agreement”) between the EA Series Trust (the “Trust”) and the Adviser, each Fund
will pay the Adviser an annual advisory fee based on its average daily net
assets payable at the annual rates set forth in the table below:
|
|
|
|
|
|
Fund |
Advisory
Fee |
WHITEWOLF
Publicly Listed Private Equity ETF |
0.70% |
WHITEWOLF
Commercial Real Estate Finance Income ETF |
0.70% |
Because
the Funds have not commenced operations prior to the date of this Prospectus,
the Adviser did not receive a fee during the last fiscal year.
The
Adviser (or an affiliate of the Adviser) bears all of the Adviser’s own costs
associated with providing these advisory services and all expenses of the Funds,
except for the fee payment under the Advisory Agreement, payments under the
Fund’s Rule 12b-1 Distribution and Service Plan (the “Plan”), brokerage
expenses, acquired fund fees and expenses, taxes (including tax-related
services), interest (including borrowing costs), litigation expense (including
class action-related services) and other non-routine or extraordinary
expenses.
Additionally,
each
Fund shall be responsible for its non-operating expenses (see the italicized
items in the preceding sentence) and fees and expenses associated with the
Fund’s securities lending program, if applicable.
The
Advisory Agreement for each Fund provides that it may be terminated at any time,
without the payment of any penalty, by the Board or, with respect to the Fund,
by a majority of the outstanding shares of the Fund, on 60 days’ written notice
to the Adviser, and by the Adviser upon 60 days’ written notice, and that it
shall be automatically terminated if it is assigned.
Investment
Sub-Adviser
Sub-Adviser:
The Adviser has retained White Wolf Capital Advisors, LLC (“White Wolf” or the
“Sub-Adviser”), an investment adviser registered with the SEC, to provide
discretionary sub-advisory services for the Fund. White Wolf is organized as a
Delaware limited liability company with its principal offices located at 501
Brickell Key Drive, Suite 104, Miami, FL 33131, and was formed in 2020. White
Wolf’s parent entity, White Wolf Capital Group, Inc, a Delaware corporation
(“WWCG”), was formed in 2020. Prior to their formation, White Wolf’s and WWCG’s
affiliated entities began operations and founded in 2011. White Wolf offers
investment management services to private pooled investment vehicles with a
focus on private equity, private credit and private funds. White Wolf is
responsible for determining the investment exposures for the Funds, subject to
the overall supervision and oversight of the Adviser and the Board. The Adviser
retains the authority, pursuant to the terms of the investment sub-advisory
agreement, to exercise its right to control the overall management of each
Fund’s assets. As of August 31, 2023, the Sub-Adviser had approximately $609
million in total assets under management and/or advisement.
The
Sub-Adviser is responsible for selecting the investments for each Fund in
accordance with the Fund’s objectives, policies and restrictions. The
Sub-Adviser is not responsible for selecting brokers or placing a Fund’s trades.
Rather, the Sub-Adviser constructs the overall portfolio for each Fund and
provides trading instructions to the Adviser, and, in turn, the Adviser is
responsible for selecting brokers and placing a Fund’s trades.
For
its services, the Adviser pays the Sub-Adviser a fee, which is calculated daily
and paid monthly, at an annual rate based on a Fund’s average daily net assets
as follows:
|
|
|
|
|
|
Fund |
Sub-Advisory
Fee |
WHITEWOLF
Publicly Listed Private Equity ETF |
0.35% |
WHITEWOLF
Commercial Real Estate Finance Income ETF |
0.35% |
Fund
Sponsor
The
Adviser has entered into a fund sponsorship agreement with White Wolf Asset
Management LLC (“Fund Sponsor”), an affiliate of the Sub-Adviser, pursuant to
which the Fund Sponsor is also the sponsor of each Fund. Under this arrangement,
the Fund Sponsor has agreed to provide financial support to each Fund (as
described below) and, in turn, the Adviser has agreed to share with the Fund
Sponsor a portion of profits, if any, generated by a Fund’s Advisory Fee (also
as described below). Every month, the Advisory Fee, which is a unitary
management fee, is calculated and paid to the Adviser.
If
the amount of the unitary management fee exceeds a Fund’s operating expenses and
the Adviser-retained amount, the Adviser pays the net total to the Fund Sponsor.
The amount paid to the Fund Sponsor represents both the sub-advisory fee and any
remaining profits from the Advisory Fee. During months where there are no
profits or the funds are not sufficient to cover the entire sub-advisory fee,
the sub-advisory fee is automatically waived.
If
the amount of the unitary management fee is less than a Fund’s operating
expenses and the Adviser-retained amount, the Fund Sponsor is obligated to
reimburse the Adviser for the shortfall.
APPROVAL
OF ADVISORY AGREEMENT & INVESTMENT SUB-ADVISORY AGREEMENT
A
discussion regarding the basis for the Board’s approval of the Advisory
Agreement and the sub-advisory agreement with respect to each Fund will be
available in the Fund’s annual report dated January 31, 2024.
PORTFOLIO
MANAGERS
On
behalf of each Fund, the portfolio managers are jointly and primarily
responsible for various functions related to portfolio management, including,
but not limited to, making recommendations (or implementing) with respect to the
following: investing cash inflows, implementing investment strategy, researching
and reviewing investment strategy, and overseeing members of the portfolio
management team with more limited responsibilities.
Elie
P. Azar - Elie
P. Azar is the Founder, Chief Executive Officer and Chief Investment Officer of
White Wolf Capital and its affiliates. Prior to founding White Wolf Capital and
its affiliates, Elie worked at Cerberus Capital Management, Ernst & Young’s
M&A Transaction Advisory group and Arthur Andersen. Elie has an MBA from
Cornell University and a BA from the American University of Beirut. Elie holds a
Chartered Financial Analyst (CFA) charter and has also passed the U.S. Certified
Public Accountant (CPA) Examination, as well as the Chartered Alternative
Investment Association (CAIA) Level I Examination. Elie is a member of the CFA
Institute and the American Institute of Certified Public Accountants. Elie
manages the overall business of White Wolf Capital and its
affiliates.
Rahul
Hukeri – Rahul
Hukeri joined White Wolf Capital in June 2021 as Managing Director and Head
of Private Funds. Rahul leads the firm’s Private Fund’s investment strategy. He
is also responsible for Portfolio Monitoring & Reporting function,
overseeing all direct and indirect investments. Rahul has over 16 years of
experience in the areas of finance, accounting, portfolio management, and
alternative asset valuation. Before joining White Wolf, Rahul was a Principal at
KKR in its Private Markets group where he oversaw firm-wide portfolio company
valuations and played a key role in overseeing portfolio company reporting for
KKR. Before KKR, Rahul worked at Centerbridge Partners, Apollo Global
Management, and Cerberus Capital Management. Rahul is an integral member of the
Company’s investment and leadership team, where he focuses on credit portfolio
management, valuation, and general oversight, as well as the execution of due
diligence activities. Rahul will play a key role in managing the
post-transaction reporting relationships for private credit. In addition, Rahul
will serve as a director (or observer) on portfolio company boards across the
credit portfolio. Rahul has an MBA from NYU’s Leonard N. Stern School of
Business and is a member of the New York Society of Security
Analysts.
The
Funds’ SAI provides additional information about the portfolio managers,
including other accounts they manage, their ownership in the Fund and
compensation.
OTHER
SERVICE PROVIDERS
Quasar
Distributors, LLC (“Distributor”) serves as the distributor of Creation Units
(defined above) for each Fund on an agency basis. The Distributor does not
maintain a secondary market in Shares.
U.S.
Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services, is
the administrator, fund accountant, and transfer agent for each
Fund.
U.S.
Bank National Association is the custodian for each Fund.
Practus,
LLP, 11300 Tomahawk Creek Parkway, Suite 310, Leawood, Kansas 66211, serves as
legal counsel to the Trust.
[
], [ ], serves as the Fund’s independent registered public accounting firm. The
independent registered public accounting firm is responsible for auditing the
annual financial statements of each Fund.
THE
EXCHANGE
Shares
of the Funds are not sponsored, endorsed or promoted by the Exchange. The
Exchange is not responsible for, nor has it participated in, the determination
of the timing of, prices of, or quantities of Shares of a Fund to be issued, nor
in the determination or calculation of the equation by which the Shares are
redeemable. The Exchange has no obligation or liability to owners of the Shares
of a Fund in connection with the administration, marketing or trading of the
Shares of a Fund. Without limiting any of the foregoing, in no event shall the
Exchange have any liability for any direct, indirect, special, punitive,
consequential or any other damages (including lost profits) even if notified of
the possibility of such damages.
BUYING
AND SELLING FUND SHARES
Shares
will be issued or redeemed by each Fund at NAV per Share only in Creation Units
of 10,000
Shares. Creation Units are generally issued and redeemed only in-kind for
securities although a portion may be in cash.
Shares
of each Fund will trade on the secondary market, however, which is where most
retail investors will buy and sell Shares. It is expected that only a limited
number of institutional investors, called Authorized Participants or “APs,” will
purchase and redeem Shares directly from a Fund. APs may acquire Shares directly
from a Fund, and APs may tender their Shares for redemption directly to the
Fund, at NAV per Share only in large blocks, or Creation Units. Purchases and
redemptions directly with a Fund must follow the Fund’s procedures, which are
described in the SAI.
Except
when aggregated in Creation Units, Shares are not redeemable with the
Funds.
BUYING
AND SELLING SHARES ON THE SECONDARY MARKET
Most
investors will buy and sell Shares in secondary market transactions through
brokers and, therefore, must have a brokerage account to buy and sell Shares.
Shares can be bought or sold through your broker throughout the trading day like
shares of any publicly traded issuer. The Trust does not impose any redemption
fees or restrictions on redemptions of Shares in the secondary market. When
buying or selling Shares through a broker, you will incur customary brokerage
commissions and charges, and you may pay some or all of the spread between the
bid and the offered prices in the secondary market for Shares. The price at
which you buy or sell Shares (i.e.,
the market price) may be more or less than the NAV of the Shares. Unless imposed
by your broker, there is no minimum dollar amount you must invest in the Fund
and no minimum number of Shares you must buy.
Shares
of each Fund are listed on the Exchange under the following symbol:
|
|
|
|
|
|
|
|
|
Fund |
|
Trading
Symbol |
WHITEWOLF
Publicly Listed Private Equity ETF |
|
LBO |
WHITEWOLF
Commercial Real Estate Finance Income ETF |
|
CREF |
The
Exchange is generally open Monday through Friday and is closed for weekends and
the following holidays: New Year’s Day, Martin Luther King, Jr. Day,
Washington’s Birthday, Good Friday, Memorial Day, Juneteenth Independence Day,
Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.
For
information about buying and selling Shares on the Exchange or in the secondary
markets, please contact your broker or dealer.
Book
Entry. Shares
are held in book entry form, which means that no stock certificates are issued.
The Depository Trust Company (“DTC”), or its nominee, will be the registered
owner of all outstanding Shares of the Funds and is recognized as the owner of
all Shares. 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 on the procedures of DTC and its participants. These
procedures are the same as those that apply to any stocks that you hold in book
entry or “street name” through your brokerage account. Your account information
will be maintained by your broker, which will provide you with account
statements, confirmations of your purchases and sales of Shares, and tax
information. Your broker also will be responsible for distributing income
dividends and capital gain distributions and for ensuring that you receive
shareholder reports and other communications from each Fund.
Share
Trading Prices. The
trading prices of each Fund’s Shares may differ from the Fund’s daily NAV and
can be affected by market forces of supply and demand for the Fund’s Shares, the
prices of the Fund’s portfolio securities, economic conditions and other
factors.
The
Exchange, through the facilities of the Consolidated Tape Association or another
market information provider, intends to disseminate the approximate value of a
Fund’s portfolio every fifteen seconds during regular U.S. trading hours. This
approximate value should not be viewed as a “real-time” update of the NAV of a
Fund because the approximate value may not be calculated in the same manner as
the NAV, which is computed once a day. The quotations for certain investments
may not be updated during U.S. trading hours if such holdings do not trade in
the U.S., except such quotations may be updated to reflect currency
fluctuations. The Funds are not involved in, or responsible for, the calculation
or dissemination of the approximate values and make no warranty as to the
accuracy of these values.
Continuous
Offering. The
method by which Creation Units of Shares are created and traded may raise
certain issues under applicable securities laws. Because new Creation Units of
Shares are issued and sold by each Fund
on
an ongoing basis, a “distribution,” as such term is used in the Securities Act,
may occur at any point. Broker-dealers and other persons are cautioned that some
activities on their part may, depending on the circumstances, result in their
being deemed participants in a distribution in a manner which could render them
statutory underwriters and subject them to the prospectus delivery requirements
and liability provisions of the Securities Act. For example, a broker-dealer
firm or its client may be deemed a statutory underwriter if it takes Creation
Units after placing an order with the Distributor, breaks them down into
constituent Shares and sells the Shares directly to customers or if it chooses
to couple the creation of a supply of new Shares with an active selling effort
involving solicitation of secondary market demand for Shares. A determination of
whether one is an underwriter for purposes of the Securities Act must take into
account all the facts and circumstances pertaining to the activities of the
broker-dealer or its client in the particular case, and the examples mentioned
above should not be considered a complete description of all the activities that
could lead to a characterization as an underwriter.
Broker-dealer
firms should also note that dealers who are not “underwriters” but are effecting
transactions in Shares, whether or not participating in the distribution of
Shares, are generally required to deliver a prospectus. This is because the
prospectus delivery exemption in Section 4(a)(3) of the Securities Act is
not available in respect of such transactions as a result of Section 24(d)
of the 1940 Act. As a result, broker-dealer firms should note that dealers who
are not “underwriters” but are participating in a distribution (as contrasted
with engaging in ordinary secondary market transactions) and thus dealing with
the Shares that are part of an over allotment within the meaning of
Section 4(a)(3)(C) of the Securities Act, will be unable to take advantage
of the prospectus delivery exemption provided by Section 4(a)(3) of the
Securities Act. For delivery of prospectuses to exchange members, the prospectus
delivery mechanism of Rule 153 under the Securities Act is only available
with respect to transactions on a national exchange.
ACTIVE
INVESTORS AND MARKET TIMING
The
Board has evaluated the risks of market timing activities by each Fund’s
shareholders. The Board noted that each Fund’s Shares can be purchased and
redeemed directly from the Fund only in Creation Units by APs and that the vast
majority of trading in the Fund’s Shares occurs on the secondary market. Because
the secondary market trades do not directly involve each 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 a Fund, to the extent effected
in-kind ( i.e.
,
for securities), the Board noted that those trades do not cause the harmful
effects (as previously noted) that may result from frequent cash trades. To the
extent trades are effected in whole or in part in cash, the Board noted that
those trades could result in dilution to a Fund and increased transaction costs,
which could negatively impact the Fund’s ability to achieve its investment
objective, although in certain circumstances (e.g., in conjunction with a
reallocation of the Fund’s investments), such trades may benefit Fund
shareholders by increasing the tax efficiency of the Fund. The Board also noted
that direct trading by APs is critical to ensuring that a Fund’s Shares trade at
or close to NAV. In addition, each Fund will impose transaction fees on
purchases and redemptions of Shares to cover the custodial and other costs
incurred by the Fund in effecting trades. Given this structure, the Board
determined that it is not necessary to adopt policies and procedures to detect
and deter market timing of each Fund’s Shares.
DISTRIBUTION
AND SERVICE PLAN
Each
Fund has adopted the Plan pursuant to Rule 12b-1 under the Investment
Company Act. Under the Plan, a Fund may be authorized to pay distribution fees
of up to 0.25% of its average daily net assets each year to the Distributor and
other firms that provide distribution and shareholder services (“Service
Providers”). As of the date of this Prospectus, the maximum amount payable under
the Plan is set at 0% until further action by the Board. In the event 12b-1 fees
are charged, over time they would increase the cost of an investment in a Fund
because they would be paid on an ongoing basis.
NET
ASSET VALUE
The
NAV of Shares is calculated each business day as of the close of regular trading
on the New York Stock Exchange (“NYSE”), generally 4:00 p.m., Eastern
time.
Each
Fund calculates its NAV per Share by:
•Taking
the current market value of its total assets,
•Subtracting
any liabilities, and
•Dividing
that amount by the total number of Shares owned by shareholders.
If
you buy or sell Shares on the secondary market, you will pay or receive the
market price, which may be higher or lower than NAV. Your transaction will be
priced at NAV only if you purchase or redeem your Shares in Creation
Units.
Because
securities listed on foreign exchanges may trade on weekends or other days when
the Fund does not price its Shares, the NAV of the Fund, to the extent it may
hold foreign securities, may change on days when shareholders will not be able
to purchase or sell Shares.
Equity
securities that are traded on a national securities exchange, except those
listed on the NASDAQ Global Market®
(“NASDAQ”) are valued at the last reported sale price on the exchange on which
the security is principally traded. Securities traded on NASDAQ will be valued
at the NASDAQ Official Closing Price (“NOCP”). If, on a particular day, an
exchange-traded or NASDAQ security does not trade, then the most recent quoted
bid for exchange traded or the mean between the most recent quoted bid and ask
price for NASDAQ securities will be used. Equity securities that are not traded
on a listed exchange are generally valued at the last sale price in the
over-the-counter market. If a nonexchange traded security does not trade on a
particular day, then the mean between the last quoted closing bid and asked
price will be used.
The
value of assets denominated in foreign currencies is converted into U.S. dollars
using exchange rates deemed appropriate by the Fund.
Redeemable
securities issued by open-end investment companies are valued at the investment
company’s applicable net asset value, with the exception of exchange-traded
open-end investment companies which are priced as equity
securities.
If
a market price is not readily available or is deemed not to reflect market
value, the Fund will determine the price of the security held by the Fund based
on a determination of the security’s fair value pursuant to policies and
procedures approved by the Board.
Fair
valuation may have the effect of reducing stale pricing arbitrage opportunities
presented by the pricing of Shares. However, when the Fund uses fair valuation
to price securities, it may value those securities higher or lower than another
fund would have priced the security. Also, the use of fair valuation may cause
the Shares’ NAV performance to diverge from the Shares’ market price and from
the performance of various benchmarks used to compare the Fund’s performance
because benchmarks generally do not use fair valuation techniques. Because of
the judgment involved in fair valuation decisions, there can be no assurance
that the value ascribed to a particular security is accurate.
FUND
WEBSITE AND DISCLOSURE OF PORTFOLIO HOLDINGS
The
Sub-Adviser maintains a website for each Fund at www.lbo.fund and www.cref.fund.
Among other things, the website includes this Prospectus and the SAI, and
includes a Fund’s holdings, a Fund’s last annual and semi-annual reports. The
website shows each Fund’s daily NAV per share, market price, and premium or
discount, each as of the prior business day. The website also shows the extent
and frequency of each Fund’s premiums and discounts. Further, the website
includes each Fund’s median bid-ask spread over the most recent thirty calendar
days.
Each
day a Fund is open for business, the Trust publicly disseminates the Fund’s full
portfolio holdings as of the close of the previous day through its website at
www.lbo.fund and www.cref.fund. A description of the Trust’s policies and
procedures with respect to the disclosure of each Fund’s portfolio holdings is
available in the Funds’ SAI.
INVESTMENTS
BY OTHER INVESTMENT COMPANIES
For
purposes of the Investment Company Act, Shares are issued by a registered
investment company and purchases of such Shares by registered investment
companies and companies relying on Section 3(c)(1) or 3(c)(7) of the
Investment Company Act are subject to the restrictions set forth in
Section 12(d)(1) of the Investment Company Act, except as permitted by
Rule 6c-11, Rule 12d1-4, or an exemptive order of the
SEC.
DIVIDENDS,
DISTRIBUTIONS, AND TAXES
As
with any investment, you should consider how your investment in Shares 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 plan, you need to be aware of the possible
tax consequences when
•Your
Fund makes distributions,
•You
sell your Shares listed on the Exchange, and
•You
purchase or redeem Creation Units.
Dividends
and Distributions
Dividends
and Distributions.
Each Fund has elected and intends to qualify each year as a regulated investment
company under the Internal Revenue Code of 1986, as amended. As a regulated
investment company, a Fund generally pays no federal income tax on the income
and gains it distributes to you. Each Fund expects to declare and to distribute
its net investment income, if any, to shareholders as dividends monthly. Each
Fund will distribute net realized capital gains, if any, at least annually. Each
Fund may distribute such income dividends and capital gains more frequently, if
necessary, in order to reduce or eliminate federal excise or income taxes on the
Fund. The amount of any distribution will vary, and there is no guarantee the
Fund will pay either an income dividend or a capital gains distribution.
Distributions may be reinvested automatically in additional whole Shares only if
the broker through whom you purchased Shares makes such option
available.
Avoid
“Buying a Dividend.”
At the time you purchase Shares of a Fund, the Fund’s NAV may reflect
undistributed income, undistributed capital gains, or net unrealized
appreciation in value of portfolio securities held by the Fund. For taxable
investors, a subsequent distribution to you of such amounts, although
constituting a return of your investment, would be taxable. Buying Shares in a
Fund just before it declares an income dividend or capital gains distribution is
sometimes known as “buying a dividend.”
Taxes
Tax
Considerations.
Each Fund expects, based on its investment objective and strategies, that its
distributions, if any, will be taxable as ordinary income, capital gain, or some
combination of both. This is true whether you reinvest your distributions in
additional Shares or receive them in cash. For federal income tax purposes, Fund
distributions of short-term capital gains are taxable to you as ordinary income.
Fund distributions of long-term capital gains are taxable to you as long-term
capital gain no matter how long you have owned your Shares. A portion of income
dividends reported by the Fund may be qualified dividend income eligible for
taxation by individual shareholders at long-term capital gain rates provided
certain holding period requirements are met.
Taxes
on Sales of Shares.
A sale or exchange of Shares is a taxable event and, accordingly, a capital gain
or loss will generally be recognized. Currently, any capital gain or loss
realized upon a sale of Shares generally is 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.
Medicare
Tax.
An additional 3.8% Medicare tax is imposed on certain net investment income
(including ordinary dividends and capital gain distributions received from the
Fund and net gains from redemptions or other taxable dispositions of Shares) of
U.S. individuals, estates and trusts to the extent that such person’s “modified
adjusted gross income” (in the case of an individual) or “adjusted gross income”
(in the case of an estate or trust) exceeds a threshold amount. This Medicare
tax, if applicable, is reported by you on, and paid with, your federal income
tax return.
Backup
Withholding.
By law, if you do not provide the Fund with your proper taxpayer identification
number and certain required certifications, you may be subject to backup
withholding on any distributions of income, capital gains or proceeds from the
sale of your Shares. The Fund also must withhold if the Internal Revenue Service
(“IRS”) instructs it to do so. When withholding is required, the amount will be
24% of any distributions or proceeds paid.
State
and Local Taxes.
Fund distributions and gains from the sale or exchange of your Shares generally
are subject to state and local taxes.
Taxes
on Purchase and Redemption of Creation Units.
An AP 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 purchase and the
exchanger’s aggregate basis in the securities surrendered and the cash amount
paid. A person who exchanges Creation Units for equity securities generally will
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 amount received. The IRS,
however, may assert that a loss realized upon an exchange of securities for
Creation Units cannot be deducted currently under the rules governing “wash
sales,” or on the basis that there has been no significant change in economic
position. Persons exchanging securities should consult their own tax advisor
with respect to whether the wash sale rules apply and when a loss might be
deductible.
Under
current federal tax laws, any capital gain or loss realized upon redemption of
Creation Units is generally treated as long-term capital gain or loss if the
Shares have been held for more than one year and as a short-term capital gain or
loss if the Shares have been held for one year or less.
If
the Fund redeems Creation Units in cash, it may recognize more capital gains
than it will if it redeems Creation Units in-kind.
Foreign
Tax Credits.
If the Fund qualifies to pass through to you the tax benefits from foreign taxes
it pays on its investments, and elects to do so, then any foreign taxes it pays
on these investments may be passed through to you as a foreign tax
credit.
Non-U.S.
Investors.
Non-U.S. investors may be subject to U.S. withholding tax at a 30% or lower
treaty rate and U.S. estate tax and are subject to special U.S. tax
certification requirements to avoid backup withholding and claim any treaty
benefits. Exemptions from U.S. withholding tax are provided for (i) capital gain
dividends paid by the Fund from long-term capital gains, if any, (ii)
interest-related dividends paid by the Fund from its qualified net interest
income from U.S. sources, if any, and (iii) short-term capital gain dividends,
if any. However, notwithstanding such exemptions from U.S. withholding at the
source, any such dividends and distributions of income and capital gains will be
subject to backup withholding at a rate of 24% if you fail to properly certify
that you are not a U.S. person.
Other
Reporting and Withholding Requirements.
Under the Foreign Account Tax Compliance Act (FATCA), the Fund will be required
to withhold a 30% tax on (a) income dividends paid by the Fund, and (b) certain
capital gain distributions paid by the Fund, to certain foreign entities,
referred to as foreign financial institutions or non-financial foreign entities,
that fail to comply (or be deemed compliant) with extensive reporting and
withholding requirements designed to inform the U.S. Department of the Treasury
of U.S.-owned foreign investment accounts. The Fund may disclose the information
that it receives from its shareholders to the IRS, non-U.S. taxing authorities
or other parties as necessary to comply with FATCA. Withholding also may be
required if a foreign entity that is a shareholder of the Fund fails to provide
the Fund with appropriate certifications or other documentation concerning its
status under FATCA.
Possible
Tax Law Changes.
At the time that this prospectus is being prepared, various administrative and
legislative changes to the federal tax laws are under consideration, but it is
not possible at this time to determine whether any of these changes will be made
or what the changes might entail.
This
discussion of “Dividends, Distributions and Taxes” is not intended or written to
be used as tax advice. Because everyone’s tax situation is unique, you should
consult your tax professional about federal, state, local or foreign tax
consequences before making an investment in the Fund.
FINANCIAL
HIGHLIGHTS
The
Funds are newly organized and therefore have not yet had any operations as of
the date of this Prospectus and do not have financial highlights to present at
this time.
ANNUAL/SEMI-ANNUAL
REPORTS TO SHAREHOLDERS
Additional
information about the Funds will be in their annual and semi-annual reports to
shareholders, when available. The annual report will explain the market
conditions and investment strategies affecting a Fund’s performance during the
last fiscal year.
STATEMENT
OF ADDITIONAL INFORMATION
The
SAI dated December [ ], 2023, which contains more details about the Funds, is
incorporated by reference in its entirety into this Prospectus, which means that
it is legally part of this Prospectus.
To
receive a free copy of the latest annual or semi-annual report, when available,
or the SAI, or to request additional information about the Funds, please contact
us as follows:
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Call: |
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(305)
605-8888 |
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Write: |
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19
East Eagle Road |
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Havertown,
PA 19083 |
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Visit: |
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www.lbo.fund
and www.cref.fund |
PAPER
COPIES
Please
note that paper copies of each Fund’s shareholder reports will generally not be
sent, unless you specifically request paper copies of the Fund’s reports from
your financial intermediary, such as a broker-dealer or bank. Instead, the
reports will be made available on the Funds’ website, and you will be notified
by mail each time a report is posted and provided with a website link to access
the report.
You
may elect to receive all future Fund reports in paper free of charge. Please
contact your financial intermediary to inform them that you wish to continue
receiving paper copies of Fund shareholder reports and for details about whether
your election to receive reports in paper will apply to all funds held with your
financial intermediary.
INFORMATION
PROVIDED BY THE SECURITIES AND EXCHANGE COMMISSION
Information
about the Funds, including its reports and the SAI, has been filed with the SEC.
It can be reviewed on the EDGAR database on the SEC’s internet site
(http://www.sec.gov). You can also request copies of these materials, upon
payment of a duplicating fee, by electronic request at the SEC’s e-mail address
([email protected]) or by calling the SEC at (202) 551-8090.
WHITEWOLF
is a registered service mark (U.S. Service Mark Reg. No. 3,967,222) of White
Wolf Capital Group Inc.
Investment
Company Act File No. 811-22961