UVA ETFs
Each a series of the
Spinnaker ETF Series
PROSPECTUS
November 1, 2022
This
prospectus contains information about the UVA
ETFs that you should know before investing. You should read this
prospectus carefully before you invest or send money and keep it for future
reference. For questions or for Shareholder Services, please call
1-800-773-3863.
Shares
of the Fund are listed and traded on NYSE Arca (“Exchange”)
The
securities offered by this prospectus have not been approved or
disapproved by the Securities and Exchange Commission, nor has the
Securities and Exchange Commission passed upon the adequacy of this
prospectus. Any representation to the contrary is a criminal
offense. |
TABLE
OF CONTENTS
|
2 |
|
2 |
|
10 |
|
19 |
|
19 |
|
19 |
|
19 |
|
20
|
|
20 |
|
20 |
|
20 |
|
21 |
|
21 |
|
34 |
|
34 |
|
34 |
|
36 |
|
37 |
|
41 |
|
41 |
|
42 |
|
42 |
|
44 |
|
44 |
|
45 |
|
46 |
|
Back
Cover |
Investment
Objective
The
UVA Dividend Value ETF seeks positive
returns and protection of capital.
Fees and Expenses of the
Fund
This
table describes the fees and expenses that you may pay if you buy, hold, and
sell shares of the Fund (“Shares”). Investors purchasing or selling Shares in
the secondary market may be subject to costs (including customary brokerage
commissions) charged by their broker. These costs are not included in the
expense example below.
Annual Fund Operating
Expenses (ongoing expenses that
you pay each year as a percentage of the value of your
investment) |
Management
Fees |
0.75% |
Other
Expenses1 |
1.35% |
Total
Annual Fund Operating Expenses |
2.10% |
Fee
Waiver and/or Expense Limitation2 |
(1.30)% |
Net
Annual Fund Operating Expenses |
0.80% |
1.
2.
Example. You may
also incur usual and customary brokerage commissions and other charges when
buying or selling shares of the Fund, which are not reflected in the example
that follows. The Example is intended to help you compare the cost of investing
in the Fund with the costs of investing in other funds. The Example assumes that
you invest $10,000 in the Fund for the time periods indicated and then redeem
all of your Shares at the end of those periods. The Example also assumes that
your investment has a 5% return each year and that the Fund’s operating expenses
remain the same each year. The Example includes the Fund’s contractual expense
limitation through October 31, 2023. Although
your actual costs may be higher or lower, based on these assumptions your costs
would be:
One
Year |
Three
Years |
Five Years |
Ten Years |
$82 |
$532 |
$1,009 |
$2,328 |
Portfolio
Turnover. The Fund may pay transaction
costs, such as commissions, when it purchases 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, may affect the Fund’s performance. For the most recent fiscal year ending June 30, 2022, the
Fund’s portfolio turnover rate was 13.70% of the average value of its
portfolio.
Principal Investment
Strategies
The
Fund is an actively managed exchange-traded fund (“ETF”) that seeks to achieve
its investment objective by investing principally in dividend-paying securities
and, under normal circumstances, the Fund intends to invest at least 80% of its
net assets (plus the amount of borrowings for investment purposes) in such
securities. The Fund may also enter into equity derivative instruments such as
options. The Fund may use these derivative instruments for investment purposes,
including to generate income, to increase liquidity and/or to adjust the Fund’s
exposure to certain equity markets. The Sub-Adviser selects equity
securities that it believes are out of favor and undervalued. The Sub-Adviser
then attempts to purchase the securities and hold them until it believes that
the securities have reached their accurate value. The Sub-Advisor utilizes a
methodology that values past and prospective free cash flow in its analysis of
whether it believes a security is out of favor and undervalued. The Fund considers “dividend-paying securities” to be
securities of companies that declare and pay cash dividends on at least an
annual basis.
The
Sub-Adviser selects equity securities consisting of common stocks and securities
having the characteristics of common stocks, such as preferred stocks, and
convertible securities (including contingent convertible securities). The Fund
may invest in companies of any market capitalization. The Fund may invest in
both domestic and foreign securities. The Fund may become focused on certain
sectors from time to time.
Principal Risks of Investing in the
Fund
Risk
is inherent in all investing. The loss of your money is a principal risk of investing
in the Fund. Investors should consider the following risk factors and special
considerations associated with investing in the Fund, which may cause you to
lose money. The following principal risk factors have been
identified for the Fund. There can be no assurance that the Fund will be
successful in meeting its investment objective.
Leverage Risk. The use of leverage may exaggerate
changes in the Fund’s share price and the return on its investments.
Accordingly, the Fund may be more volatile and all other risks, including the
risk of loss of an investment, tend to be compounded or magnified.
Borrowing also leads to additional interest expense and other fees that increase
the Fund’s expenses.
Equity Securities Risk. Equity securities are subject to changes in
value, and their values may be more volatile than those of other asset classes.
These changes in value may result from factors affecting individual issuers,
industries, or the stock market as a whole. In addition, equity markets tend to
be cyclical which may cause stock prices to fall over short or extended periods
of time.
• |
Convertible Securities Risk. Convertible
securities are hybrid securities that have characteristics of both fixed
income and equity securities and are subject to risks associated with both
equity securities and fixed income securities. If a convertible security’s
investment value is greater than its conversion value, its price likely
will increase when interest rates fall and decrease when interest rates
rise. If the conversion value exceeds the investment value, the
price of the convertible security will tend to fluctuate directly with the
price of the underlying equity security. |
• |
Contingent Convertible Securities Risk.
In addition to the risk of convertible securities described above, the
Fund bear the risks and have little control if the fixed income securities
are converted to equity securities. Bank-issued contingent convertible
fixed income securities that are converted to equity securities will
likely result in the Fund receiving shares as the stock price is
declining. The Fund may also have difficulty selling its position in the
contingent convertible securities if regulators do not allow the
sale. |
• |
Preferred Securities Risk. The value of
preferred stocks will fluctuate with changes in interest rates. Typically,
a rise in interest rates causes a decline in the value of preferred
stock. Preferred stocks are also subject to credit risk, which is
the possibility that an issuer of preferred stock will fail to make its
dividend payments. |
Risks from Writing
Options. Writing option
contracts can result in losses that exceed the Fund’s initial investment and may
lead to additional turnover and higher tax liability. The risk involved in
writing a call option is that there could be an increase in the market value of
the security. If this occurred, the option could be exercised and the
underlying security would then be sold by the Fund at a lower price than its
current market value or in the case of cash settled options, the Fund would be
required to purchase the option at a price that is higher than the original
sales price for such option. Similarly, while writing call options can reduce
the risk of owning stocks, such a strategy limits the opportunity of the Fund to
profit from an increase in the market value of stocks in exchange for up-front
cash at the time of selling the call option. The risk involved in writing a put
option is that there could be a decrease in the market value of the underlying
security. If this occurred, the option could be exercised and the underlying
security would then be sold to the Fund at a higher price than its current
market value or in the case of cash settled options, the Fund would be required
to purchase the option at a price that is higher than the original sales price
for such option.
Risks from Purchasing
Options. If a call or put option purchased by the Fund is not sold
when it has remaining value and if the market price of the underlying security,
in the case of a call, remains less than or equal to the exercise price, or, in
the case of a put, remains equal to or greater than the exercise price, the Fund
will lose its entire investment in the option. Since many factors
influence the value of an option, including the price of the underlying
security, the exercise price, the time to expiration, the interest rate, and the
dividend rate of the underlying security, the Advisor’s success in implementing
the Fund’s strategy may depend on an ability to predict movements in the prices
of individual securities, fluctuations in markets, and movements in interest
rates. There is no assurance that a liquid market will exist when the Fund
seeks to close out an option position. Where a position in a purchased
option is used as a hedge against price movements in a related position, the
price of the option may move more or less than the price of the related
position.
Large Capitalization
Risk. Large capitalization
securities tend to go in and out of favor based on market and economic
conditions. During a period when the demand for large capitalization securities
is less than for other types of investments - for example small capitalization
securities - the Fund's performance could be affected.
Value Securities Risk. Value securities are those issued by
companies that may be perceived as undervalued. Value securities may fail to
appreciate for long periods of time and may never realize their full potential
value. Value securities have generally performed better than non-value
securities during periods of economic recovery. Value securities may go in and
out of favor over time. Dividend-paying value securities may also reduce or
eliminate their dividend payments in the future.
ETF Structure Risks.
The Fund is structured as an ETF and as a result is subject to the special
risks, including:
o |
Not Individually Redeemable.
Shares are not individually redeemable and may be redeemed by the Fund at
NAV only in large blocks known as “Creation Units.” You may incur
brokerage costs purchasing enough Shares to constitute a Creation
Unit. |
o |
Trading Issues. An active trading
market for the Fund’s shares may not be developed or maintained. Trading
in Shares on the Exchange may be halted due to market conditions or for
reasons that, in the view of the Exchange, make trading in Shares
inadvisable, such as extraordinary market volatility. There can be
no assurance that Shares will continue to meet the listing requirements of
the Exchange. If the Fund’s shares are traded outside a
collateralized settlement system, the number of financial institutions
that can act as authorized participants that can post collateral on an
agency basis is limited, which may limit the market for the Fund’s
shares. |
o |
Cash Purchases and Redemptions. To the
extent Creation Units are purchased or redeemed by APs in cash instead of
in-kind, the Fund will incur certain costs such as brokerage expenses and
taxable gains and losses. These costs could be imposed on the Fund and
impact the Fund’s NAV if not fully offset by transaction fees paid by the
APs. |
o |
Market Price Variance Risk. The
market prices of Shares will fluctuate in response to changes in NAV and
supply and demand for Shares and will include a “bid-ask spread” charged
by the exchange specialists, market makers or other participants that
trade the particular security. There may be times when the market
price and the NAV vary significantly. This means that Shares may
trade at a discount to
NAV. |
◾ |
In
times of market stress, market makers may step away from their role market
making in shares of ETFs and in executing trades, which can lead to
differences between the market value of Fund shares and the Fund’s net
asset value. |
◾ |
To
the extent authorized participants exit the business or are unable to
process creations or redemptions and no other AP can step in to do so,
there may be a significantly reduced trading market in the Fund’s shares,
which can lead to differences between the market value of Fund shares and
the Fund’s net asset value. |
◾ |
The
market price for the Fund’s shares may deviate from the Fund’s net asset
value, particularly during times of market stress, with the result that
investors may pay significantly more or receive significantly less for
Fund shares than the Fund’s net asset value, which is reflected in the bid
and ask price for Fund shares or in the closing
price. |
◾ |
When
all or a portion of an ETFs underlying securities trade in a market that
is closed when the market for the Fund’s shares is open, there may be
changes from the last quote of the closed market and the quote from the
Fund’s domestic trading day, which could lead to differences between the
market value of the Fund’s shares and the Fund’s net asset
value. |
◾ |
In
stressed market conditions, the market for the Fund’s shares may become
less liquid in response to the deteriorating liquidity of the Fund’s
portfolio. This adverse effect on the liquidity of the Fund’s shares
may, in turn, lead to differences between the market value of the Fund’s
shares and the Fund’s net asset value. |
Limited History of
Operations Risk. The Fund has a
limited history of operations. Accordingly, investors in the Fund bear the risk
that the Fund may not be successful in implementing its investment strategy, may
not employ a successful investment strategy, or may fail to attract sufficient
assets under management to realize economies of scale, any of which could result
in the Fund being liquidated at any time without shareholder approval and at a
time that may not be favorable for all shareholders. Such a liquidation could
have negative tax consequences for shareholders and will cause shareholders to
incur expenses of liquidation.
Sector Focus Risk. The Fund
may focus its investments in securities of a particular sector. Economic,
legislative or regulatory developments may occur that significantly affect the
sector. This may cause the Fund's net asset value to fluctuate more than that of
a fund that does not focus in a particular sector.
Small and Medium Capitalization
Companies Risk. The earnings and
prospects of small and medium sized companies are more volatile than larger
companies and may experience higher failure rates than larger companies.
Small and medium sized companies normally have a lower trading volume than
larger companies, which may tend to make their market price fall more
disproportionately than larger companies in response to selling pressures and
may have limited markets, product lines, or financial resources and lack
management experience.
Foreign Securities Risk.
Investments in securities of non-U.S. issuers are subject to risks not usually
associated with owning securities of U.S. issuers. There is generally less
publicly available information about foreign companies, particularly those not
subject to the disclosure and reporting requirements of U.S. securities laws.
Foreign issuers are generally not bound by uniform accounting, auditing, and
financial reporting requirements and standards of practice comparable to those
applicable to domestic issuers. Investments in foreign securities also involve
the risk of possible adverse changes in investment or exchange control
regulations or currency exchange rates, expropriation or confiscatory taxation,
limitation on the removal of cash or other assets of the Fund from foreign
markets, political or financial instability, or diplomatic and other
developments which could affect such investments. Further, economies of
particular countries or areas of the world may differ favorably or unfavorably
from the economy of the United States. Foreign securities often trade with less
frequency and volume than domestic securities and therefore may exhibit greater
price volatility. Investments in
foreign markets also involve currency risk, which is the risk that the values of
the Fund’s investments denominated in foreign currencies will decrease due to
adverse changes in the value of the U.S. dollar relative to the value of foreign
currencies.
Geographic Risk. A natural or other disaster could occur in a
geographic region in which the Fund invests, which could affect the economy or
particular business operations of companies in the specific geographic region,
causing an adverse impact on the Fund's investments in the affected
region.
Model Risk. Like all
quantitative analysis, the Sub-Adviser’s investment model carries a risk that
the mathematical model used might be based on one or more incorrect assumptions.
Rapidly changing and unforeseen market dynamics could also lead to a decrease in
short term effectiveness of the adviser’s mathematical model. No assurance can
be given that the fund will be successful under all or any market
conditions.
Authorized Participant Risk:
Only an authorized participant (“Authorized Participant” or “AP”) may
engage in creation or redemption transactions directly with the Fund. The Fund
has a limited number of institutions that may act as Authorized Participants on
an agency basis (i.e., on behalf of other market participants). Authorized
Participant concentration risk may be heightened for exchange-traded funds
(ETFs), such as the Fund, that invest in securities issued by non-U.S. issuers
or other securities or instruments that have lower trading
volumes.
COVID-19 and Other Infectious
Illnesses Risk. The outbreak of an infectious respiratory illness caused by a novel
coronavirus known as COVID-19 has resulted in travel restrictions, closed
international borders, enhanced health screenings at ports of entry and
elsewhere, disruption of and delays in healthcare service preparation and
delivery, prolonged quarantines, cancellations, supply chain disruptions, and
lower consumer demand, as well as general concern and uncertainty. The impact of
COVID-19, and other infectious illness outbreaks that may arise in the future,
could adversely affect the economies of many countries or the entire global
economy, individual issuers and capital markets in ways that cannot necessarily
be foreseen. In addition, the impact of infectious illnesses in emerging market
countries may be greater due to generally less established healthcare systems.
Public health crises caused by the COVID-19 outbreak, or other infectious
illness outbreaks that may arise in the future, may exacerbate other
pre-existing political, social and economic risks in certain countries or
globally. As such, issuers of debt securities with operations, productions,
offices, and/or personnel in (or other exposure to) areas affected with the
virus may experience significant disruptions to their business and/or holdings.
The potential impact on the credit markets may include market illiquidity,
defaults and bankruptcies, among other consequences, particularly on issuers in
the airline, travel and leisure and retail sectors. The extent to which
COVID-19 or other infectious illnesses will affect the Fund, the Fund’s service
providers’ and/or issuer’s operations and results will depend on future
developments, which are highly uncertain and cannot be predicted, including new
information that may emerge concerning the severity of COVID-19 or other
infectious illnesses and the actions taken to contain COVID-19 or other
infectious illnesses. Economies and financial markets throughout the world are
becoming increasingly interconnected. As a result, whether or not the Fund
invests in securities of issuers located in or with significant exposure to
countries experiencing economic, political and/or financial difficulties, the
value and liquidity of the Fund’s investments may be negatively affected by such
events. If there is a significant decline in the value of the Fund’s portfolio,
this may impact the Fund’s asset coverage levels for certain kinds of
derivatives and other portfolio transactions. The duration of the COVID-19
outbreak, or any other infectious illness outbreak that may arise in the future,
and its impact on the global economy cannot be determined with certainty.
Cybersecurity
Risk. As part of
its business, the Advisor processes, stores, and transmits large amounts of
electronic information, including information relating to the transactions of
the Fund. The Advisor and the Fund are therefore susceptible to cybersecurity risk. Cybersecurity failures or
breaches of the Fund or its service providers have the ability to cause
disruptions and impact business operations, potentially resulting in financial
losses, the inability of Fund shareholders to transact business, violations of
applicable privacy and other laws, regulatory fines, penalties, and/or
reputational damage. The Fund and its shareholders could be negatively impacted
as a result.
Early Close/Trading Halt
Risk: An exchange or market may close or issue trading halts on specific
securities, or the ability to buy or sell certain securities or financial
instruments may be restricted, which may prevent the Fund from buying or selling
certain securities or financial instruments. In these circumstances, the Fund
may be unable to rebalance its portfolio, may be unable to accurately price its
investments and may incur substantial trading losses.
Fund
Performance
Because the Fund has not been
in operation for an entire calendar year, there is no Fund performance
information to be presented here. You may request a copy of the
Fund's annual and semi-annual reports, once available, at no charge by calling
the Fund. The Fund’s past performance is
not necessarily an indication of how the Fund will perform in the
future. Updated performance information on the Fund’s results
can be obtained by visiting https://etfpages.com/UVDV.
Investment Adviser. OBP Capital, LLC, is the
investment adviser to the Fund (“OBP” or the “Adviser”).
Investment Sub-Adviser. Universal Value
Advisors is the Sub-Adviser to the Fund.
Portfolio Managers. Robert Barone and Joshua
Barone are the Fund’s portfolio managers and are jointly and primarily
responsible for the day-to-day management of the Fund’s portfolio. Messrs.
Barone have managed the Fund since its inception.
For more information about Purchase and Sale of Fund Shares,
Tax Information, and Payments to Broker-Dealers and Other Financial
Intermediaries, please turn to page 19 of the
Prospectus.
SUMMARY
Investment
Objective
The
UVA Unconstrained Medium-Term Fixed Income
ETF (the “Fund”) seeks current income with limited risk to
principal.
Fees and Expenses of the
Fund
This
table describes the fees and expenses that you may pay if you buy, hold, and
sell shares of the Fund (“Shares”). Investors purchasing or selling Shares in
the secondary market may be subject to costs (including customary brokerage
commissions) charged by their broker. These costs are not included in the
expense example below.
Annual Fund Operating
Expenses (ongoing expenses that you pay
each year as a percentage of the value of your
investment) |
Management
Fees |
0.25% |
Other
Expenses |
0.37% |
Acquired
Fund Fees and Expenses1 |
0.03% |
Total
Annual Fund Operating Expenses |
0.65% |
Fee
Waiver and/or Expense Limitation2 |
(0.12)% |
Net Annual Fund Operating Expenses2 |
0.53% |
1.
2.
Example. You may
also incur usual and customary brokerage commissions and other charges when
buying or selling shares of the Fund, which are not reflected in the example
that follows. The Example is intended to help you compare the cost of investing
in the Fund with the costs of investing in other funds. The Example assumes that
you invest $10,000 in the Fund for the time periods indicated and then redeem
all of your Shares at the end of those periods. The Example also assumes that
your investment has a 5% return each year and that the Fund’s operating expenses
remain the same. The Example includes the Fund’s contractual expense limitation
through October 31, 2023. Although your actual
costs may be higher or lower, based on these assumptions your costs would
be:
One
Year |
Three
Years |
Five
Years |
Ten
Years |
$54 |
$196 |
$350 |
$799 |
Portfolio
Turnover. The Fund may pay transaction
costs, such as commissions, when it purchases 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, may affect the Fund’s performance. For the fiscal
year ended June 30, 2022, the Fund’s portfolio
turnover rate was 20.17% of the average value of
its portfolio.
Principal Investment
Strategies
The
Fund is an actively managed exchange-traded fund (“ETF”) that seeks to achieve
its investment objective of current income by investing principally in fixed
income securities of any kind with a dollar-weighted average effective duration
of between three and nine years, under normal
circumstances. Under normal market conditions, the Fund intends to invest at
least 80% of its net assets (plus the amount of borrowings for investment
purposes) in such securities. Fixed income securities include bonds, debt
securities, and income-producing instruments of any kind issued by governmental
or private-sector entities.
The
fixed income and other income-producing instruments in which the Fund invests
will typically be investment grade (rated BBB or better by either Moody’s
Investors Services, Inc. (“Moody’s”) or Standard & Poor’s (“S&P”) and
unrated securities considered by the Sub-Adviser to be of comparable credit
quality). The Sub-Adviser considers all mortgage-backed securities to be
eligible for purchase regardless of their credit rating or lack thereof, and
such securities, if present in the Fund, are not considered by the Sub-Adviser
to be below investment grade.
The
Fund may invest in mortgage-backed securities of any maturity or type, including
those guaranteed by, or secured by collateral that is guaranteed by, the United
States Government, its agencies, instrumentalities, or sponsored corporations,
as well as those of private issuers not subject to any guarantee.
Mortgage-backed securities include, among others, government mortgage
pass-through securities, collateralized mortgage obligations (“CMOs”),
multiclass pass-through securities, and private mortgage pass-through
securities. The Fund may also invest in corporate debt obligations, asset-backed
securities, foreign securities (corporate and government), inflation-indexed
bonds, and preferred securities.
The
average maturity or duration of the Fund’s portfolio of fixed income securities
will vary based on the Sub-Adviser’s assessment of economic and market
conditions, as well as current and anticipated changes in interest rates. The
Fund may invest in individual securities of any maturity or
duration.
Principal Risks of Investing in the
Fund
Risk
is inherent in all investing. The loss of your money is a principal risk of investing
in the Fund. Investors should consider the following risk factors and special
considerations associated with investing in the Fund, which may cause you to
lose money. The following principal risk factors have been
identified for the Fund. There can be no assurance that the Fund will be
successful in meeting its investment objective. See also the sections
“Additional Information about the Fund’s Principal Investment Risks” and
“Additional Risk Considerations” for additional information about the Fund’s
risk factors.
Call/Prepayment Risk. During periods of falling interest rates, an
issuer of a callable bond may exercise its right to pay principal on an
obligation earlier than expected. This may result in the Fund reinvesting
proceeds at lower interest rates, resulting in a decline in the Fund’s
income.
Interest Rate Risk. As interest rates rise, the value of fixed
income securities held by the Fund are likely to decrease. Securities with
longer durations tend to be more sensitive to interest rate changes, making them
more volatile than securities with shorter durations. Interest rates in the
United States are near historic lows, which may increase the Fund’s exposure to risks associated with rising rates. A
wide variety of market factors can cause interest rates to rise, including
central bank monetary policy (including the Federal Reserve ending its
“quantitative easing” policy of purchasing large quantities of securities issued
or guaranteed by the U.S. government), rising inflation, and changes in general
economic conditions. Interest rate changes can be sudden and unpredictable.
Moreover, rising interest rates may lead to decreased liquidity in the bond
markets, making it more difficult for the Fund to value or sell some or all of
its bond investments at any given time.
Changes
in interest rates may also affect the Fund’s share price; for example, a sharp
rise in interest rates could cause the Fund’s share price to fall. Securities
with longer durations tend to be more sensitive to interest rate changes, making
them more volatile than securities with shorter durations. Duration is an
estimate of a security’s sensitivity to changes in prevailing interest rates
that is based on certain factors that may prove to be incorrect. It is therefore
not an exact measurement and may not be able to reliably predict a particular
security’s price sensitivity to changes in interest rates.
Fixed Income Risk. When the
Fund invests in fixed income securities, the value of your investment in the
Fund will fluctuate with changes in interest rates. Typically, a rise in
interest rates causes a decline in the value of fixed income securities owned by
the Fund. In general, the market price of fixed income securities with longer
maturities will increase or decrease more in response to changes in interest
rates than shorter-term securities. Other risk factors include credit risk (the
debtor may default), extension risk (an issuer may exercise its right to repay
principal on a fixed rate obligation held by the Fund later than expected), and
prepayment risk (the debtor may pay its obligation early, reducing the amount of
interest payments). These risks could affect the value of a particular
investment by the Fund, possibly causing the Fund’s share price and total return to be reduced and
fluctuate more than other types of investments.
Authorized Participant Risk:
Only an authorized participant (“Authorized Participant” or “AP”) may
engage in creation or redemption transactions directly with the Fund. The Fund
has a limited number of institutions that may act as Authorized Participants on
an agency basis (i.e., on behalf of other market participants). Authorized
Participant concentration risk may be heightened for exchange-traded funds
(ETFs), such as the Fund, that invest in securities issued by non-U.S. issuers
or other securities or instruments that have lower trading volumes.
ETF Structure Risks: The Fund is structured as an ETF and as
a result is subject to the special risks, including:
o |
Not Individually Redeemable.
Shares are not individually redeemable and may be redeemed by the Fund at
NAV only in large blocks known as “Creation Units.” You may incur
brokerage costs purchasing enough Shares to constitute a Creation
Unit. |
o |
Trading Issues. An active trading
market for the Fund’s shares may not be developed or maintained. Trading
in Shares on the Exchange may be halted due to market conditions or for
reasons that, in the view of the Exchange, make trading in Shares
inadvisable, such as extraordinary market volatility. There can be
no assurance that Shares will continue to meet the listing requirements of
the Exchange. If the Fund’s shares are traded outside a
collateralized settlement system, the number of financial institutions
that can act as authorized participants that can post collateral on an
agency basis is limited, which may limit the market for the Fund’s
shares. |
o |
Cash Purchases and Redemptions. To the
extent Creation Units are purchased or redeemed by Authorized Participants
in cash instead of in-kind, the Fund will incur certain costs such as
brokerage expenses and taxable gains and losses. These costs could be
imposed on the Fund and impact the Fund’s NAV if not fully offset by
transaction fees paid by the Authorized
Participants. |
o |
Market Price Variance Risk. The
market prices of Shares will fluctuate in response to changes in NAV and
supply and demand for Shares and will include a “bid-ask spread” charged
by the exchange specialists, market makers or other participants that
trade the particular security. There may be times when the market
price and the NAV vary significantly. This means that Shares may
trade at a discount to NAV. |
◾ |
In
times of market stress, market makers may step away from their role market
making in shares of ETFs and in executing trades, which can lead to
differences between the market value of Fund shares and the Fund’s net
asset value. |
◾ |
To
the extent Authorized Participants exit the business or are unable to
process creations or redemptions and no other Authorized Participant can
step in to do so, there may be a significantly reduced trading market in
the Fund’s shares, which can lead to differences between the market value
of Fund shares and the Fund’s net asset
value. |
◾ |
The
market price for the Fund’s shares may deviate from the Fund’s net asset
value, particularly during times of market stress, with the result that
investors may pay significantly more or receive significantly less for
Fund shares than the Fund’s net asset value, which is reflected in the bid
and ask price for Fund shares or in the closing
price. |
◾ |
When
all or a portion of an ETFs underlying securities trade in a market that
is closed when the market for the Fund’s shares is open, there may be
changes from the last quote of the closed market and the quote from the
Fund’s domestic trading day, which could lead to differences between the
market value of the Fund’s shares and the Fund’s net asset
value. |
◾ |
In
stressed market conditions, the market for the Fund’s shares may become
less liquid in response to the deteriorating liquidity of the Fund’s
portfolio. This adverse effect on the liquidity of the Fund’s shares
may, in turn, lead to differences between the market value of the Fund’s
shares and the Fund’s net asset value. |
Management Risk. The Fund is subject to management risk
because it is an actively managed portfolio. In managing the Fund’s portfolio
securities, the Sub-Adviser will apply investment techniques and risk analyses
in making investment decisions for the Fund, but there can be no guarantee that
these will produce the desired results. The Sub-Adviser’s decisions relating to
the Fund’s duration will also affect the Fund’s yield, and in unusual
circumstances will affect its share price. To the extent that the Sub-Adviser
anticipates interest rates imprecisely, the Fund’s yield at times could lag
those of other similarly managed funds.
Preferred Securities Risk.
Investing in preferred stock involves the following risks: (i) certain preferred
stocks contain provisions that allow an issuer under certain conditions to skip
or defer distributions; (ii) preferred stocks may be subject to redemption,
including at the issuer’s call, and, in the event of redemption, the Fund may
not be able to reinvest the proceeds at comparable or favorable rates of return;
(iii) preferred stocks are generally subordinated to bonds and other debt
securities in an issuer’s capital structure in terms of priority for corporate
income and liquidation payments; and (iv) preferred stocks may trade less
frequently and in a more limited volume and may be subject to more abrupt or
erratic price movements than many other securities.
Credit/Default Risk. Credit risk is the risk that issuers or
guarantors of debt instruments or the counterparty to a derivatives contract,
repurchase agreement, or loan of portfolio securities is unable or unwilling to
make timely interest and/or principal payments or otherwise honor its
obligations. Changes in the financial condition of an issuer or counterparty,
changes in specific economic, social or political conditions that affect a
particular type of security or other instrument or an issuer, and changes in
economic, social, or political conditions generally can increase the risk of
default by an issuer or counterparty, which can affect a security’s or other
instrument’s credit quality or value and an issuer’s or counterparty’s ability
to pay interest and principal when due. Debt instruments are subject to varying
degrees of credit risk, which may be reflected in credit ratings. Securities
issued by the U.S. government have limited credit risk. Credit rating downgrades
and defaults (failure to make interest or principal payment) may potentially
reduce the Fund’s income and Share price.
Foreign Securities Risk.
Investments in securities of non-U.S. issuers are subject to risks not usually
associated with owning securities of U.S. issuers. There is generally less
publicly available information about foreign companies, particularly those not
subject to the disclosure and reporting requirements of U.S. securities laws.
Foreign issuers are generally not bound by uniform accounting, auditing, and
financial reporting requirements and standards of practice comparable to those
applicable to domestic issuers. Investments in foreign securities also involve
the risk of possible adverse changes in investment or exchange control
regulations or currency exchange rates, expropriation or confiscatory taxation,
limitation on the removal of cash or other assets of the Fund from foreign
markets, political or financial instability, or diplomatic and other
developments which could affect such investments. Further, economies of
particular countries or areas of the world may differ favorably or unfavorably
from the economy of the United States. Foreign securities often trade with less
frequency and volume than domestic securities and therefore may exhibit greater
price volatility. Investments in
foreign markets also involve currency risk, which is the risk that the values of
the Fund’s investments denominated in foreign currencies will decrease due to
adverse changes in the value of the U.S. dollar relative to the value of foreign
currencies.
COVID-19 and Other Infectious
Illnesses Risk. The outbreak of an infectious respiratory illness caused by a novel
coronavirus known as COVID-19 has resulted in travel restrictions, closed
international borders, enhanced health screenings at ports of entry and
elsewhere, disruption of and delays in healthcare service preparation and
delivery, prolonged quarantines, cancellations, supply chain disruptions, and
lower consumer demand, as well as general concern and uncertainty. The impact of
COVID-19, and other infectious illness outbreaks that may arise in the future,
could adversely affect the economies of many countries or the entire global
economy, individual issuers and capital markets in ways that cannot necessarily
be foreseen. In addition, the impact of infectious illnesses in emerging market
countries may be greater due to generally less established healthcare systems.
Public health crises caused by the COVID-19 outbreak, or other infectious
illness outbreaks that may arise in the future, may exacerbate other
pre-existing political, social and economic risks in certain countries or
globally. As such, issuers of debt securities with operations, productions,
offices, and/or personnel in (or other exposure to) areas affected with the
virus may experience significant disruptions to their business and/or holdings.
The potential impact on the credit markets may include market illiquidity,
defaults and bankruptcies, among other consequences, particularly on issuers in
the airline, travel and leisure and retail sectors. The extent to which
COVID-19 or other infectious illnesses will affect the Fund, the Fund’s service
providers’ and/or issuer’s operations and results will depend on future
developments, which are highly uncertain and cannot be predicted, including new
information that may emerge concerning the severity of COVID-19 or other
infectious illnesses and the actions taken to contain COVID-19 or other
infectious illnesses. Economies and financial markets throughout the world are
becoming increasingly interconnected. As a result, whether or not the Fund
invests in securities of issuers located in or with significant exposure to
countries experiencing economic, political and/or financial difficulties, the
value and liquidity of the Fund’s investments may be negatively affected by such
events. If there is a significant decline in the value of the Fund’s portfolio,
this may impact the Fund’s asset coverage levels for certain kinds of
derivatives and other portfolio transactions. The duration of the COVID-19
outbreak, or any other infectious illness outbreak that may arise in the future,
and its impact on the global economy cannot be determined with
certainty.
Early Close/Trading Halt
Risk: An exchange or market may close or issue trading halts on specific
securities, or the ability to buy or sell certain securities or financial
instruments may be restricted, which may prevent the Fund from buying or selling
certain securities or financial instruments. In these circumstances, the Fund
may be unable to rebalance its portfolio, may be unable to accurately price its
investments and may incur.
Cybersecurity
Risk. As part
of its business, the Advisor processes, stores, and transmits large amounts of
electronic information, including information relating to the transactions of
the Fund. The Advisor and the Fund are therefore susceptible to cybersecurity risk. Cybersecurity failures or
breaches of the Fund or its service providers have the ability to cause
disruptions and impact business operations, potentially resulting in financial
losses, the inability of Fund shareholders to transact business, violations of
applicable privacy and other laws, regulatory fines, penalties, and/or
reputational damage. The Fund and its shareholders could be negatively impacted
as a result.
Inflation-Indexed Bond
Risk. Inflation-indexed bonds may
change in value in response to actual or anticipated changes in inflation rates
in a manner unanticipated by the Fund’s portfolio management team or investors
generally. Inflation-indexed bonds are subject to debt securities risks.
Mortgage- and Asset-Backed
Securities Risk. In addition to
other risks commonly associated with investing in debt securities,
mortgage-backed securities (“MBS”) are subject to “prepayment risk” and
“extension risk.” Prepayment risk is the risk that, when interest rates fall,
certain types of obligations will be paid off by the obligor more quickly than
originally anticipated, and the Fund may have to invest the proceeds in
securities with lower yields. MBS are priced with an expectation of some
anticipated level of prepayment of principal. Extension risk is the risk that,
when interest rates rise, certain obligations will be paid off by the obligor
more slowly than anticipated causing the value of these securities to fall. MBS
are also subject to the risk of default on the underlying mortgages,
particularly during periods of economic downturn. Reduced investor demand for
mortgage loans and mortgage- related securities may adversely affect the
liquidity and market value of MBS. The risks associated with investing in
asset-backed securities (“ABS”) are similar to those associated with investing
in MBS. ABS also entail certain risks not presented by MBS, including the risk
that in certain states it may be difficult to perfect the liens securing the
collateral backing certain ABS. In addition, certain ABS are based on loans that
are unsecured, which means that there is no collateral to seize if the
underlying borrower defaults.
U.S. Government Securities
Risk. Debt securities issued or
guaranteed by certain U.S. Government agencies, instrumentalities, and sponsored
enterprises are not supported by the full faith and credit of the U.S.
Government, so investments in their securities or obligations issued by them
involve credit risk greater than investments in other types of U.S. Government
securities.
Fund
Performance
The following
bar chart and tables provide an indication of the risks of investing in the Fund
by showing changes in the Fund’s performance from year to year and by showing
how the average annual total returns compared to that of a broad-based
securities market index. The Fund’s past performance is
not necessarily an indication of how the Fund will perform in the
future. Updated performance information on the Fund’s results
can be obtained by visiting https://etfpages.com/FFIU.
Calendar Year
Returns
During
the periods shown in the bar chart above, the Fund’s highest quarterly
return was 4.96% (quarter ended
June 30, 2020) and
the Fund’s lowest quarterly return was
-3.03%
(quarter ended March 31, 2020). The
year-to-date
return for the most recent quarter ended June 30, 2022, was
-13.30%.
Average Annual Total Returns Period Ended
December 31, 2021 |
Past 1 Year |
Past 3 Years |
Since Inception1 |
Institutional
Class Shares
Before taxes |
0.11% |
5.75% |
3.77% |
After taxes on distributions |
-1.05% |
4.55% |
2.64% |
After taxes on distributions and sale of shares |
0.20% |
3.96% |
2.43% |
Barclays
US Aggregate Total Return Value Unhedged USD
Index (reflects no deductions for
fees and expenses) |
-1.54%
|
4.79%
|
3.31%
|
1
After-tax
returns are calculated using the historical highest individual federal marginal
income tax rates and do not reflect the impact of state and local
taxes. Actual after-tax returns
depend on an investor’s tax situation and may differ from those shown and are
not applicable to investors who hold Fund shares through tax-deferred
arrangements such as a 401(k) plan or an individual retirement account
(IRA). After-tax returns are shown
for only one class of shares and after-tax returns will vary for other
classes.
Management
Investment Adviser. OBP Capital, LLC, is the
investment adviser to the Fund (“OBP” or the “Adviser”).
Investment Sub-Adviser. Universal Value
Advisors is the Sub-Adviser to the Fund.
Portfolio Managers. Robert Barone and Joshua
Barone are the Fund’s portfolio managers and are jointly and primarily
responsible for the day-to-day management of the Fund’s portfolio. Messrs.
Barone have managed the Fund since its inception in August 2017.
For more information about Purchase and Sale of Fund Shares,
Tax Information, and Financial Intermediary Compensation,
please turn to page 19 of the
Prospectus.
The
Funds will issue and redeem Shares at NAV only
in large blocks of 50,000 shares for the UVA
Unconstrained Medium-Term Fixed Income ETF and 10,000 shares for the UVA
Dividend Value ETF (each block of shares called a “Creation Unit”).
Creation Units are issued and redeemed for cash and/or in-kind for securities.
Except when aggregated in Creation Units in transactions with APs, the shares
are not redeemable securities of the Funds.
Individual
shares of the Funds may only be bought and sold
in the secondary market through a broker or dealer at a market price. Because
ETF shares trade at market prices rather than NAV, shares may trade at a price
greater than NAV (premium) or less than NAV (discount). An investor may incur
costs attributable to the difference between the highest price a buyer is
willing to pay to purchase shares of a Fund
(bid) and the lowest price a seller is willing to accept for shares of a Fund (ask) when buying or selling shares in the
secondary market (the “bid-ask spread”). You may access recent information,
including information on each Fund’s NAV,
market price, premiums and discounts, and bid-ask spreads, on each Fund’s website listed
below:
Fund |
URL |
UVA Dividend Value ETF |
https://etfpages.com/UVDV |
UVA Unconstrained Medium-Term Fixed Income
ETF |
https://etfpages.com/FFIU |
Fund
distributions are generally taxable to you as ordinary income or capital gains,
unless you are investing through a tax deferred arrangement, such as a 401(k)
plan or an individual retirement account (IRA). Distributions on investments
made through tax deferred arrangements will generally be taxed later upon
withdrawal of assets from those accounts.
The
Funds typically earn interest from debt
securities. These amounts, net of expenses, are passed along to Fund
shareholders as “income dividend distributions.” Each Fund realizes capital
gains or losses whenever it sells securities. Net long-term capital gains are
distributed to shareholders as “capital gain distributions.”
If
you purchase Shares through a broker-dealer or other financial intermediary, the
Funds, and their related companies, may pay the intermediary for
the sale of Shares or related services. These payments may create a conflict of
interest by influencing the broker-dealer or other intermediary and your
salesperson to recommend the Funds over another
investment. Ask your salesperson or visit your financial intermediary’s website
for more information.
ADDITIONAL INFORMATION ABOUT THE FUND’S
INVESTMENT
The
investment objective for each Fund is listed in the table below. These
investment objectives are not fundamental policies and can be changed without
shareholder approval by a vote of the Board. Shareholders will receive 60 days’
prior written notice before a change to an investment objective takes effect.
There is no guarantee
that the Funds will achieve their investment objectives.
Fund |
Investment Objective |
|
Positive returns and protection of
capital. |
UVA Unconstrained Medium-Term Fixed Income
ETF |
Current income with limited risk to
principal. |
UVA Dividend Value ETF
The
Fund is an actively managed ETF that seeks to achieve its investment objective
by investing principally in dividend-paying securities, and under normal
circumstances, the Fund intends to invest at least 80% of its net assets (plus
the amount of borrowings for investment purposes) in such securities. The Fund
may also enter into equity derivative instruments such as options. The
Sub-Advisor may use these derivative instruments for investment purposes,
including to generate income, to increase liquidity and/or to adjust the Fund’s
exposure to certain equity markets. The
Sub-Adviser selects equity securities that it believes are out of favor
and undervalued. The Sub-Adviser then attempts to purchase the securities and
hold them until it believes that the securities have reached their accurate
value. The Sub-Advisor utilizes a methodology that values past and prospective
free cash flow in its analysis of whether it believes a security is out of favor
and undervalued. The Fund considers
“dividend-paying securities” to be securities of companies that declare and pay
cash dividends on at least an annual basis.
The
Sub-Adviser selects equity securities consisting of common stocks and securities
having the characteristics of common stocks, such as preferred stocks, and
convertible securities (including contingent convertible securities). The Fund
may invest in companies of any market capitalization. The Fund may also invest
in both domestic and foreign securities. The Fund may become focused on certain
sectors from time to time.
The
Sub-Adviser’s investment philosophy begins with an understanding of
macroeconomic trends and the complex driving forces in the global marketplace,
which helps the firm set geographic, industry and sector parameters for
investing in publicly traded securities. After these parameters have been
established, the Sub-Adviser then uses a proprietary algorithm to sift through
quantitative investment data and pinpoint what it believes to be the most
undervalued investment opportunities in the market. The firm’s data-driven
approach is combined with individual analysis from the Sub-Adviser’s research
analysts who assess each investment opportunity, investigating everything from a
company’s management structure to new product lines, cash flow projections, debt
levels and industry trends. The Sub-Adviser subscribes to an approach to value
investing that targets value in the market by analyzing not only what companies
to invest in, but what price to pay.
The
Fund is an actively managed ETF that seeks to achieve its investment objective
of current income by investing principally in fixed income securities of any
kind with a dollar-weighted average effective duration of between three and
seven years, under normal circumstances Under normal market conditions, the Fund
intends to invest at least 80% of its net assets (plus the amount of borrowings
for investment purposes) in such securities. Fixed income securities include
bonds, debt securities, and income-producing instruments of any kind issued by
governmental or private-sector entities.
The
fixed income and other income-producing instruments in which the Fund invests
will typically be investment grade (rated BBB or better by either Moody’s
Investors Services, Inc. (“Moody’s”) or Standard & Poor’s (“S&P”) and
unrated securities considered by the Sub-Adviser to be of comparable credit
quality). The Sub-Adviser considers all mortgage-backed securities to be
eligible for purchase regardless of their credit rating or lack thereof, and
such securities, if present in the Fund, are not considered by the Sub-Adviser
to be below investment grade.
The
Fund may invest in mortgage-backed securities of any maturity or type, including
those guaranteed by, or secured by collateral that is guaranteed by, the United
States Government, its agencies, instrumentalities, or sponsored corporations,
as well as those of private issuers not subject to any guarantee.
Mortgage-backed securities include, among others, government mortgage
pass-through securities, collateralized mortgage obligations (“CMOs”),
multiclass pass-through securities, and private mortgage pass-through
securities. The Fund may also invest in corporate debt obligations, asset-backed
securities, foreign securities (corporate and government), inflation-indexed
bonds, and preferred securities.
The
average maturity or duration of the Fund’s portfolio of fixed income securities
will vary based on the Sub-Adviser’s assessment of economic and market
conditions, as well as current and anticipated changes in interest rates;
however, the Sub-Adviser intends to manage the Fund’s portfolio so that it has a
dollar-weighted average effective duration of between three and seven years,
under normal circumstances. The Fund may invest in individual securities of
any.
Investors
should consider the following risk factors and special considerations associated
with investing in the Fund, which may cause you to lose money. The following
principal risk factors have been identified for the Fund. See also the sections
“Additional Information about the Fund’s Principal Investment Risks” and
“Additional Risk Considerations” for additional information about the Fund’s
risk factors.
|
UVA Dividend Value ETF |
UVA Unconstrained
Medium-Term Fixed
Income ETF |
Authorized Participant Risk |
X |
X |
Call/Prepayment Risk |
|
X |
COVID-19 and Other Infectious Illnesses
Risk |
X |
X |
Credit/Default Risk |
|
X |
Cybersecurity Risk |
X |
X |
Early Close/Trading Halt Risk |
X |
X |
Equity Securities Risk |
X |
|
ETF Structure Risk |
X |
X |
Fixed Income Risk |
|
X |
Foreign Securities Risk |
X |
X |
Geographic Securities Risk |
X |
|
Inflation-Indexed Bond Risk |
|
X |
Interest Rate Risk |
|
X |
Large Capitalization Risk |
X |
|
Leverage Risk |
X |
|
Limited History of Operations Risk |
X |
|
Management Risk |
|
X |
Model Risk |
X |
|
Mortgage- and Asset-Backed Securities
Risk |
|
X |
Preferred Securities Risk |
|
X |
Risks from Purchasing Options |
X |
|
Risks from Writing Options |
X |
|
Sector Focus Risk |
X |
|
|
UVA Dividend Value ETF |
UVA Unconstrained
Medium-Term Fixed
Income ETF |
Small and Medium Capitalization Companies
Risk |
X |
|
U.S. Government Securities Risk |
|
X |
Value Securities Risk |
X |
|
Authorized Participant Risk:
Only an Authorized Participant may engage in creation or redemption
transactions directly with the Fund. The Fund has a limited number of
institutions that may act as Authorized Participants on an agency basis (i.e.,
on behalf of other market participants). Authorized Participant concentration
risk may be heightened for exchange-traded funds (ETFs), such as the Fund, that
invest in securities issued by non-U.S. issuers or other securities or
instruments that have lower trading volumes.
Call/Prepayment Risk. During periods of falling interest rates, an
issuer of a callable bond may exercise its right to pay principal on an
obligation earlier than expected. This may result in the Fund reinvesting
proceeds at lower interest rates, resulting in a decline in the Fund’s
income.
COVID-19 and Other Infectious
Illnesses Risk. The outbreak of an infectious respiratory illness caused by a novel
coronavirus known as COVID-19 has resulted in travel restrictions, closed
international borders, enhanced health screenings at ports of entry and
elsewhere, disruption of and delays in healthcare service preparation and
delivery, prolonged quarantines, cancellations, supply chain disruptions, and
lower consumer demand, as well as general concern and uncertainty. The impact of
COVID-19, and other infectious illness outbreaks that may arise in the future,
could adversely affect the economies of many countries or the entire global
economy, individual issuers and capital markets in ways that cannot necessarily
be foreseen. In addition, the impact of infectious illnesses in emerging market
countries may be greater due to generally less established healthcare systems.
Public health crises caused by the COVID-19 outbreak, or other infectious
illness outbreaks that may arise in the future, may exacerbate other
pre-existing political, social and economic risks in certain countries or
globally. As such, issuers of debt securities with operations, productions,
offices, and/or personnel in (or other exposure to) areas affected with the
virus may experience significant disruptions to their business and/or holdings.
The potential impact on the credit markets may include market illiquidity,
defaults and bankruptcies, among other consequences, particularly on issuers in
the airline, travel and leisure and retail sectors. The extent to which
COVID-19 or other infectious illnesses will affect the Fund, the Fund’s service
providers’ and/or issuer’s operations and results will depend on future
developments, which are highly uncertain and cannot be predicted, including new
information that may emerge concerning the severity of COVID-19 or other
infectious illnesses and the actions taken to contain COVID-19 or other
infectious illnesses. Economies and financial markets throughout the world are
becoming increasingly interconnected. As a result, whether or not the Fund
invests in securities of issuers located in or with significant exposure to
countries experiencing economic, political and/or financial difficulties, the
value and liquidity of the Fund’s investments may be negatively affected by such
events. If there is a significant decline in the value of the Fund’s portfolio,
this may impact the Fund’s asset coverage levels for certain kinds of
derivatives and other portfolio transactions. The duration of the COVID-19
outbreak, or any other infectious illness outbreak that may arise in the future,
and its impact on the global economy cannot be determined with certainty.
Credit/Default Risk. Credit risk is the risk that issuers or
guarantors of debt instruments or the counterparty to a derivatives contract,
repurchase agreement or loan of portfolio securities is unable or unwilling to
make timely interest and/or principal payments or otherwise honor its
obligations. Changes in the financial condition of an issuer or counterparty,
changes in specific economic, social or political conditions that affect a
particular type of security or other instrument or an issuer, and changes in
economic, social, or political conditions generally can increase the risk of
default by an issuer or counterparty, which can affect a security’s or other
instrument’s credit quality or value and an issuer’s or counterparty’s ability
to pay interest and principal when due. Debt instruments are subject to varying
degrees of credit risk, which may be reflected in credit ratings. Securities
issued by the U.S. government have limited credit risk. Credit rating downgrades
and defaults (failure to make interest or principal payment) may potentially
reduce the Fund’s income and Share price.
Cybersecurity Risk. As part of its business,
the Advisor processes, stores, and transmits large amounts of electronic
information, including information relating to the transactions of the Fund. The
Advisor and the Fund are therefore susceptible to cybersecurity risk.
Cyber-attacks include, among other behaviors, stealing or corrupting data
maintained online or digitally, denial of service attacks on websites, the
unauthorized release of confidential information and causing operational
disruption. Successful cyber-attacks against, or security breakdowns of, the
Fund or its advisor, custodians, fund accountant, fund administrator, transfer
agent, pricing vendors and/or other third-party service providers may adversely
impact the Fund and its shareholders. For instance, cyber-attacks may interfere
with the processing of shareholder transactions, impact the Fund’s ability to
calculate its NAV, cause the release of private shareholder information or
confidential Fund information, impede trading, cause reputational damage, and
subject the Fund to regulatory fines, penalties or financial losses,
reimbursement or other compensation costs, and/or additional compliance costs.
The Fund also may incur substantial costs for cybersecurity risk management in
order to guard against any cyber incidents in the future. The Fund and its
shareholders could be negatively impacted as a result.
Early Close/Trading Halt
Risk: An exchange or market may close or issue trading halts on specific
securities, or the ability to buy or sell certain securities or financial
instruments may be restricted, which may prevent the Fund from buying or selling
certain securities or financial instruments. In these circumstances, the Fund
may be unable to rebalance its portfolio, may be unable to accurately price its
investments and may incur substantial trading losses.
Equity Securities Risk.
Equity securities are subject to changes in value that may be attributable to
market perception of a particular issuer or to general stock market fluctuations
that affect all issuers. Investments in equity securities may be more volatile
than investments in other asset classes.
• |
Convertible Securities Risk. Convertible
securities are hybrid securities that have characteristics of both fixed
income and equity securities and are subject to risks associated with both
equity securities and fixed income securities. If a convertible security’s
investment value is greater than its conversion value, its price likely
will increase when interest rates fall and decrease when interest rates
rise. If the conversion value exceeds the investment value, the
price of the convertible security will tend to fluctuate directly with the
price of the underlying equity security. |
• |
Contingent Convertible Securities Risk.
In addition to the risk of convertible securities described above, the
Fund bear the risks and have little control if the fixed income securities
are converted to equity securities. Bank-issued contingent convertible
fixed income securities that are converted to equity securities will
likely result in the Fund receiving shares as the stock price is
declining. The Fund may also have difficulty selling its position in the
contingent convertible securities if regulators do not allow the
sale. |
• |
Preferred Securities Risk. The value of
preferred stocks will fluctuate with changes in interest rates. Typically,
a rise in interest rates causes a decline in the value of preferred
stock. Preferred stocks are also subject to credit risk, which is
the possibility that an issuer of preferred stock will fail to make its
dividend payments. Preferred stock prices tend to move more slowly upwards
than common stock prices. |
ETF Structure Risk. The
Fund is structured as an ETF and as a result is subject to the special risks,
including:
o |
Not Individually Redeemable.
Shares are not individually redeemable and may be redeemed by the Fund at
NAV only in large blocks known as “Creation Units.” You may incur
brokerage costs purchasing enough Shares to constitute a Creation
Unit. |
o |
Trading Issues. Trading in Shares
on the Exchange may be halted due to market conditions or for reasons
that, in the view of the Exchange, make trading in Shares inadvisable,
such as extraordinary market volatility. There can be no assurance
that Shares will continue to meet the listing requirements of the
Exchange. An active trading market for the Fund’s shares may not be
developed or maintained. If the Fund’s shares are traded outside a
collateralized settlement system, the number of financial institutions
that can act as authorized participants that can post collateral on an
agency basis is limited, which may limit the market for the Fund’s
shares. |
o |
Cash Purchases and Redemptions. To the
extent Creation Units are purchased or redeemed by Authorized Participants
in cash instead of in-kind, the Fund will incur certain costs such as
brokerage expenses and taxable gains and losses. These costs could be
imposed on the Fund and impact the Fund’s NAV if not fully offset by
transaction fees paid by the Authorized
Participants. |
o |
Market Price Variance Risk.
Individual Shares of the Fund that are listed for trading on the Exchange
can be bought and sold in the secondary market at market prices. The
market prices of Shares will fluctuate in response to changes in NAV and
supply and demand for Shares. There may be times when the market
price and the NAV vary significantly and you may pay more than NAV when
buying Shares on the secondary market, and you may receive less than NAV
when you sell those Shares. The market price of Shares, like the
price of any exchange-traded security, includes a “bid-ask spread” charged
by the exchange specialists, market makers or other participants that
trade the particular security. In times of severe market disruption,
the bid-ask spread often increases significantly. This means that
Shares may trade at a discount to NAV and the discount is likely to be
greatest when the price of Shares is falling fastest, which may be the
time that you most want to sell your Shares. The Fund’s investment results
are measured based upon the daily NAV of the Fund over a period of
time. Investors purchasing and selling Shares in the secondary
market may not experience investment results consistent with those
experienced by those creating and redeeming directly with the
Fund. |
● |
In
times of market stress, market makers may step away from their role market
making in shares of ETFs and in executing trades, which can lead to
differences between the market value of Fund shares and the Fund’s net
asset value. |
● |
In
times of market stress, market makers may step away from their role market
making in shares of ETFs and in executing trades, which can lead to
differences between the market value of Fund shares and the Fund’s net
asset value. |
● |
To
the extent authorized participants exit the business or are unable to
process creations or redemptions and no other A can step in to do so,
there may be a significantly reduced trading market in the Fund’s shares,
which can lead to differences between the market value of Fund shares and
the Fund’s net asset value. |
● |
The
market price for the Fund’s shares may deviate from the Fund’s net asset
value, particularly during times of market stress, with the result that
investors may pay significantly more or significantly less for Fund shares
than the Fund’s net asset value, which is reflected in the bid and ask
price for Fund shares or in the closing
price. |
● |
When
all or a portion of an ETFs underlying securities trade in a market that
is closed when the market for the Fund’s shares is open, there may be
changes from the last quote of the closed market and the quote from the
Fund’s domestic trading day, which could lead to differences between the
market value of the Fund’s shares and the Fund’s net asset
value. |
● |
In
stressed market conditions, the market for the Fund’s shares may become
less liquid in response to the deteriorating liquidity of the Fund’s
portfolio. This adverse effect on the liquidity of the Fund’s shares
may, in turn, lead to differences between the market value of the Fund’s
shares and the Fund’s net asset value. |
Fixed Income Risk. Fixed
income risk factors include credit risk (the debtor may default) and prepayment
risk (the debtor may pay its obligation early or later than expected,
potentially reducing the amount of interest payments or extending time to
principal repayment). These risks could affect the value of a particular
investment possibly causing the Fund’s share
price and total return to be reduced and fluctuate more than other types of
investments. When the Fund invests in fixed income securities the value of your
investment in the Fund will fluctuate with changes in interest rates.
Typically, a rise in interest rates causes a decline in the value of fixed
income securities. In general, the market price of debt securities with
longer maturities will increase or decrease more in response to changes in
interest rates than shorter-term securities. If the U.S. Federal Reserve’s
Federal Open Market Committee (“FOMC”) raises the federal funds interest rate
target, interest rates across the U.S. financial system may rise. However, the
magnitude of rate changes across maturities and borrower sectors is uncertain.
Rising rates may decrease liquidity and increase volatility, which may make
portfolio management more difficult and costly to the Fund and its shareholders.
Additionally, default risk increases if issuers must borrow at higher rates.
Generally, these changing market conditions may cause the Fund’s share price to
fluctuate or decline more than other types of equity investments
Foreign Securities Risk.
Investments in securities of non-U.S. issuers are subject to risks not usually
associated with owning securities of U.S. issuers. There is generally less
publicly available information about foreign companies, particularly those not
subject to the disclosure and reporting requirements of U.S. securities laws.
Foreign issuers are generally not bound by uniform accounting, auditing, and
financial reporting requirements and standards of practice comparable to those
applicable to domestic issuers. Investments in foreign securities also involve
the risk of possible adverse changes in investment or exchange control
regulations or currency exchange rates, expropriation or confiscatory taxation,
limitation on the removal of cash or other assets of the Fund from foreign
markets, political or financial instability, or diplomatic and other
developments which could affect such investments. Further, economies of
particular countries or areas of the world may differ favorably or unfavorably
from the economy of the United States. Foreign securities often trade with less
frequency and volume than domestic securities and therefore may exhibit greater
price volatility. Investments in
foreign markets also involve currency risk, which is the risk that the values of
the Fund’s investments denominated in foreign currencies will decrease due to
adverse changes in the value of the U.S. dollar relative to the value of foreign
currencies.
Geographic Risk. Some of
the markets in which the Fund invests are located in parts of the world that
have historically been prone to natural disasters, such as earthquakes,
tornadoes, volcanic eruptions, droughts, floods, hurricanes or tsunamis, and are
economically sensitive to environmental events. Any such event may adversely
impact the economies of these geographic areas, causing an adverse impact on the
value of the Fund.
Inflation-Indexed Bond
Risk. Inflation-indexed bonds may
change in value in response to actual or anticipated changes in inflation rates
in a manner unanticipated by the Fund’s portfolio management team or investors
generally. Inflation-indexed bonds are subject to debt securities risks.
Interest Rate Risk. As interest rates rise, the value of fixed
income securities held by a Fund are likely to decrease. Securities with longer
durations tend to be more sensitive to interest rate changes, making them more
volatile than securities with shorter durations. Interest rates in the United
States are near historic lows, which may increase a Fund’s exposure to risks
associated with rising rates. A wide variety of market factors can cause
interest rates to rise, including central bank monetary policy (including the
Federal Reserve ending its “quantitative easing” policy of purchasing large
quantities of securities issued or guaranteed by the U.S. government), rising
inflation, and changes in general economic conditions. Interest rate changes can
be sudden and unpredictable. Moreover, rising interest rates may lead to
decreased liquidity in the bond markets, making it more difficult for a Fund to
value or sell some or all of its bond investments at any given time. Changes in
interest rates may also affect a Fund’s share price; a sharp rise in interest
rates could cause a Fund’s share price to fall.
The
average duration of a Fund’s portfolio of fixed income securities will vary
based on the Sub-Adviser’s assessment of economic and market conditions, as well
as current and anticipated changes in interest rates; however, the Sub-Adviser
intends to manage the UVA Unconstrained Medium-Term Fixed Income ETF portfolio
so that it has an average duration of between four and seven years under normal
circumstances. Duration measures the price sensitivity of a security to interest
rate changes and is typically expressed as a period of time. Duration differs
from maturity, which is the time until a fixed income security’s issuer is
obligated to pay the principal due on such security; however, a fixed income
security’s duration increases as its maturity increases and decreases as its
maturity decreases, meaning longer-maturity securities have higher durations
than those with shorter maturity. The longer the duration of the securities held
in a Fund’s portfolio, the more sensitive a Fund’s portfolio will be to a change
in interest rates. As the value of a security changes over time, so will its
duration, which in turn will affect the Fund’s duration. A 1% change in interest
rates is typically estimated to change the price of a fixed income security by
1% for each year of the security’s duration. For example, if a fixed income
security has a duration of three years, a 1% rise in interest rates would
typically be expected to reduce the price of the security by approximately 3%.
Similar estimates would typically apply to a portfolio of fixed income
securities, such as the UVA Unconstrained Medium-Term Fixed Income ETF, based on
the portfolio’s average duration. Accordingly, securities with longer durations
tend to be more sensitive to interest rate changes, making them more volatile
than securities with shorter durations. Duration is an estimate of a security’s
sensitivity to changes in prevailing interest rates that is based on certain
factors that may prove to be incorrect. It is therefore not an exact measurement
and may not be able to reliably predict a particular security’s price
sensitivity to changes in interest rates.
Large Capitalization
Risk. Large capitalization
securities tend to go in and out of favor based on market and economic
conditions. During a period when the demand for large capitalization securities
is less than for other types of investments — for example small capitalization
securities— the Fund’s performance could be affected.
Leverage Risk. The use of leverage may exaggerate
changes in the Fund’s share price and the return on its investments.
Accordingly, the Fund may be more volatile and all other risks, including the
risk of loss of an investment, tend to be compounded or magnified.
Borrowing also leads to additional interest expense and other fees that increase
the Fund’s expenses.
Limited History of Operations
Risk. The Fund was formed in
2017. Accordingly, investors in the Fund bear the risk that the Fund may not be
successful in implementing its investment strategy, may not employ a successful
investment strategy, or may fail to attract sufficient assets under management
to realize economies of scale, any of which could result in the Fund being
liquidated at any time without shareholder approval and at a time that may not
be favorable for all shareholders. Such a liquidation could have negative tax
consequences for shareholders and will cause shareholders to incur expenses of
liquidation.
Management Risk. The Fund
is subject to management risk because it does not seek to replicate the
performance of a specified index. The portfolio managers will utilize
proprietary investment processes, techniques, and risk analyses in making
investment decisions for the Fund, but there can be no guarantee that these
decisions will produce the desired results. In addition, legislative,
regulatory, or tax developments may affect the investment techniques available
to the portfolio managers in connection with managing the Fund and may also
adversely affect the ability of the Fund to achieve its investment
objective.
Model Risk. Like all
quantitative analysis, the Sub-Adviser’s investment model carries a risk that
the mathematical model used might be based on one or more incorrect assumptions.
Rapidly changing and unforeseen market dynamics could also lead to a decrease in
short term effectiveness of the Sub-Adviser’s mathematical model. No assurance
can be given that the fund will be successful under all or any market
conditions.
Mortgage- and Asset-Backed
Securities Risks. MBS (residential and commercial) and asset-backed
securities represent interests in “pools” of mortgages or other assets,
including consumer loans or receivables held in trust. The characteristics of
these MBS and asset-backed securities differ from traditional fixed income
securities. Like traditional fixed income securities, the value of MBS or
asset-backed securities typically increases when interest rates fall and
decreases when interest rates rise. However, a main difference is that the
principal on MBS or asset-backed securities may normally be prepaid at any time,
which will reduce the yield and market value of these securities. Therefore, MBS
and asset-backed backed securities are subject to “prepayment risk” and
“extension risk.” Because of prepayment risk and extension risk, mortgage-backed
securities react differently to changes in interest rates than other fixed
income securities.
Prepayment
risk is the risk that, when interest rates fall, certain types of obligations
will be paid off by the obligor more quickly than originally anticipated and a
Fund may have to invest the proceeds in securities with lower yields. In periods
of falling interest rates, the rate of prepayments tends to increase (as does
price fluctuation) as borrowers are motivated to pay off debt and refinance at
new lower rates. During such periods, reinvestment of the prepayment proceeds by
the management team will generally be at lower rates of return than the return
on the assets which were prepaid. Prepayment reduces the yield to maturity and
the average life of the MBS or asset-backed securities. The maturity of certain
securities, such as MBS and ABS, is calculated using the security’s
weighted-average life. Estimated prepayment rates for these securities are used
in this calculation. If actual prepayment rates differ from the estimates used
in calculating the weighted-average life, each Fund’s yield and/or share price
could be negatively affected.
Extension
risk is the risk that, when interest rates rise, certain obligations will be
paid off by the obligor more slowly than anticipated causing the value of these
securities to fall. Rising interest rates tend to extend the duration of MBS and
asset-backed securities, making them more sensitive to changes in interest
rates. The value of longer-term securities generally changes more in response to
changes in interest rates than shorter term securities. As a result, in a
period of rising interest rates, MBS and asset-backed securities may exhibit
additional volatility and may lose value.
Small
movements in interest rates (both increases and decreases) may quickly and
significantly reduce the value of certain MBS. In addition, because prepayment
rates of individual mortgage pools vary widely, the maturity of a particular
pool cannot be predicted precisely. A Fund’s investments in asset-backed
securities are subject to risks similar to those associated with MBS, as well as
additional risks associated with the nature of the assets and the servicing of
those assets. These securities also are subject to the risk of default on the
underlying mortgage or assets, particularly during periods of economic
downturn.
MBS
may be either pass-through securities or CMOs. Pass-through securities represent
a right to receive principal and interest payments collected on a pool of
mortgages, which are passed through to security holders. CMOs are created by
dividing the principal and interest payments collected on a pool of mortgages
into several revenue streams (tranches) with different priority rights to
portions of the underlying mortgage payments. Each Fund will not invest in CMO
tranches which represent a right to receive interest only (“Ios”), principal
only (“Pos”), or an amount that remains after other floating-rate tranches are
paid (an inverse floater). If a Fund invests in CMO tranches (including CMO
tranches issued by government agencies) and interest rates move in a manner not
anticipated by Fund management, it is possible that such Fund could lose all or
substantially all of its investment.
Ongoing
developments in the residential mortgage market may have additional consequences
to the market for mortgage-backed securities. In past years, delinquencies and
losses generally increased with respect to securitizations involving residential
mortgage loans and potentially could begin increasing again as a result of a
weakening housing market and the seasoning of securitized pools of mortgage
loans. Many so-called sub-prime mortgage pools are currently distressed and may
be trading at significant discounts to their face value.
Additionally,
mortgage lenders have adjusted their loan programs and underwriting standards,
which has reduced the availability of mortgage credit to prospective mortgagors.
This has resulted in reduced availability of financing alternatives for
mortgagors seeking to refinance their mortgage loans. The reduced availability
of refinancing options for mortgagors has resulted in higher rates of
delinquencies, defaults, and losses on mortgage loans, particularly in the case
of, but not limited to, mortgagors with adjustable rate mortgage loans or
interest-only mortgage loans that experience significant increases in their
monthly payments following the adjustment date or the end of the interest-only
period. These events, alone or in combination with each other and with
deteriorating economic conditions in the general economy, may continue to
contribute to higher delinquency and default rates on mortgage loans. The
tighter underwriting guidelines for residential mortgage loans, together with
lower levels of home sales and reduced refinance activity, also may have
contributed to a reduction in the prepayment rate for mortgage loans generally
and this may continue. The values of mortgage-backed securities may be
substantially dependent on the servicing of the underlying mortgage pools, and
therefore are subject to risks associated with the negligence or malfeasance by
their servicers and to the credit risk of their servicers. In certain
circumstances, the mishandling of related documentation also may affect the
rights of security holders in and to the underlying collateral.
The
U.S. Government conservatorship of Federal Home Loan Mortgage Corporation
(“Freddie Mac”) and the Federal National Mortgage Corporation (“Fannie Mae”) in
September 2008 and its ultimate resolution may adversely affect the real estate
market, the value of real estate-related assets generally, and markets
generally. In addition, there may be proposals from the U.S. Congress or other
branches of the U.S. Government regarding the conservatorship, including
regarding reforming Fannie Mae and Freddie Mac or winding down their operations,
which may or may not come to fruition. There can be no assurance that such
proposals, even those that are not adopted, will not adversely affect the values
of the Fund’s assets.
The
Federal Housing Finance Agent (“FHFA”), as conservator or receiver of Fannie Mae
and Freddie Mac, has the power to repudiate any contract entered into by Fannie
Mae or Freddie Mac prior to its appointment if it determines that performance of
the contract is burdensome, and repudiation of the contract promotes the orderly
administration of Fannie Mae’s or Freddie Mac’s affairs. In the event the
guaranty obligations of Fannie Mae or Freddie Mac are repudiated, the payments
of interest to holders of Fannie Mae or Freddie Mac mortgage-backed securities
would be reduced if payments on the mortgage loans represented in the mortgage
loan groups related to such mortgage-backed securities are not made by the
borrowers or advanced by the servicer. Any actual direct compensatory damages
for repudiating these guaranty obligations may not be sufficient to offset any
shortfalls experienced by such mortgage-backed security holders.
Further,
in its capacity as conservator or receiver, FHFA has the right to transfer or
sell any asset or liability of Fannie Mae or Freddie Mac without any approval,
assignment or consent. If FHFA were to transfer any such guaranty obligation to
another party, holders of Fannie Mae or Freddie Mac mortgage-backed securities
would have to rely on that party for satisfaction of the guaranty obligation and
would be exposed to the credit risk of that party.
Preferred Securities Risk.
Investing in preferred stock involves the following risks: (i) certain preferred
stocks contain provisions that allow an issuer under certain conditions to skip
or defer distributions; (ii) preferred stocks may be subject to redemption,
including at the issuer’s call, and, in the event of redemption, the Fund may
not be able to reinvest the proceeds at comparable or favorable rates of return;
(iii) preferred stocks are generally subordinated to bonds and other debt
securities in an issuer’s capital structure in terms of priority for corporate
income and liquidation payments; and (iv) preferred stocks may trade less
frequently and in a more limited volume and may be subject to more abrupt or
erratic price movements than many other securities.
Risks from Purchasing
Options. If a call or put option purchased by the Fund is not sold
when it has remaining value and if the market price of the underlying security,
in the case of a call, remains less than or equal to the exercise price, or, in
the case of a put, remains equal to or greater than the exercise price, the Fund
will lose its entire investment in the option. Since many factors
influence the value of an option, including the price of the underlying
security, the exercise price, the time to expiration, the interest rate, and the
dividend rate of the underlying security, the Advisor’s success in implementing
the Fund’s strategy may depend on an ability to predict movements in the prices
of individual securities, fluctuations in markets, and movements in interest
rates. There is no assurance that a liquid market will exist when the Fund
seeks to close out an option position. Where a position in a purchased
option is used as a hedge against price movements in a related position, the
price of the option may move more or less than the price of the related
position.
Risks from Writing
Options. Writing option
contracts can result in losses that exceed the Fund’s initial investment and may
lead to additional turnover and higher tax liability. The risk involved in
writing a call option is that there could be an increase in the market value of
the security. If this occurred, the option could be exercised and the
underlying security would then be sold by the Fund at a lower price than its
current market value or in the case of cash settled options, the Fund would be
required to purchase the option at a price that is higher than the original
sales price for such option. Similarly, while writing call options can reduce
the risk of owning stocks, such a strategy limits the opportunity of the Fund to
profit from an increase in the market value of stocks in exchange for up-front
cash at the time of selling the call option. The risk involved in writing a put
option is that there could be a decrease in the market value of the underlying
security. If this occurred, the option could be exercised and the underlying
security would then be sold to the Fund at a higher price than its current
market value or in the case of cash settled options, the Fund would be required
to purchase the option at a price that is higher than the original sales price
for such option.
Sector Focus Risk. Sector
concentration risk is the possibility that securities within the same sector
will decline in price due to sector-specific market or economic developments. If
the Fund invests more heavily in a particular sector, the value of its shares
may be especially sensitive to factors and economic risks that specifically
affect that sector. As a result, the Fund’s
share price may fluctuate more widely than the value of shares of a mutual fund
that invests in a broader range of sectors. Additionally, some sectors could be
subject to greater government regulation than other sectors. Therefore, changes
in regulatory policies for those sectors may have a material effect on the value
of securities issued by companies in those sectors.
Small and Medium Capitalization
Companies Risk. The earnings and
prospects of small and medium sized companies are more volatile than larger
companies and may experience higher failure rates than larger companies. Small
and medium sized companies normally have a lower trading volume than larger
companies, which may tend to make their market price fall more
disproportionately than larger companies in response to selling pressures and
may have limited markets, product lines, or financial resources and lack
management experience.
U.S. Government Securities
Risk. Debt securities issued or
guaranteed by certain U.S. Government agencies, instrumentalities, and sponsored
enterprises are not supported by the full faith and credit of the U.S.
Government, so investments in their securities or obligations issued by them
involve credit risk greater than investments in other types of U.S. Government
securities.
Value Securities Risk.
Value securities are those issued by companies that may be perceived as
undervalued. Value securities may fail to appreciate for long periods of time
and may never realize their full potential value. Value securities have
generally performed better than non-value securities during periods of economic
recovery. Value securities may go in and out of favor over time. Dividend-paying value securities may also reduce or
eliminate their dividend payments in the future. The Sub-Advisor’s reliance on its
judgments about the value and potential appreciation securities in which the
Fund invests may prove to be incorrect. The ability of the Fund to meet its
investment objective is directly related to the Sub-Adviser’s investment process.
The Sub-Adviser’s assessment of the relative value of securities, their
attractiveness and potential appreciation of particular investments in which the
Fund invests may prove to be incorrect, and there is no guarantee that the
Advisor’s
investment strategy will produce the desired results.
Investment
Adviser
OBP
Capital, LLC (“OBP” or the “Adviser”), acts as the Funds’ investment adviser
pursuant to an advisory agreement with the Trust on behalf of the Funds (the
“Advisory Agreement”). As Adviser, OBP has
overall responsibility for the general management and administration of the
Funds. The Adviser, located at 116 S. Franklin Street, Rocky Mount, North
Carolina 27802, is registered with the Securities and Exchange Commission as an
investment adviser. Pursuant to the Advisory Agreement, the Adviser manages the
investment and reinvestment of the Funds’ assets and administers the affairs of
the Funds to the extent requested by the Board of Trustees.
Fund |
Management Fee |
Net Advisory Fee1 |
UVA
Dividend Value ETF |
0.75% |
0.37% |
UVA
Unconstrained Medium-Term Fixed Income ETF |
0.25% |
0.00% |
1. The Net Advisory Fee provided is after payments to the
Sub-Advisor and reimbursements to the Funds.
Universal
Value Advisors (“UVA” or a “Sub-Adviser”) acts as the Sub-Adviser for the Funds
pursuant to a sub-advisory agreement with the Trust and OBP (the “Sub-Advisory
Agreement”). UVA, established in 2005, is located at 1 E. Liberty St. #406,
Reno, Nevada 89501. UVA provides discretionary and non-discretionary asset
management services to high net worth individuals and institutions using stocks,
bonds, and ETFs.
Pursuant
to the Sub-Advisory Agreement, UVA furnishes an investment program for the Fund
and manages the investment operations and composition of the Fund.
Sub-Adviser
Compensation. Pursuant to
the Sub-Advisory Agreement, the Adviser pays the Sub-Adviser a sub-advisory fee
out of the Adviser’s advisory fee for the services it provides, payable on a
monthly basis, as a percentage of the Fund’s average daily net assets as set
forth below:
Fund |
Sub-Advisory
Fee |
UVA
Dividend Value ETF |
0.60% |
UVA
Unconstrained Medium-Term Fixed Income ETF |
0.20% |
Expense
Limitation Agreement. In the interest of limiting expenses
of the Funds, the Sub-Adviser has entered into an expense limitation agreement
with the Trust, pursuant to which the Sub-Advisor has agreed to waive or reduce its
management fees and assume other expenses of the Fund, if necessary, in an amount that limits the
Funds’ annual operating expenses (exclusive of (i) any front-end or contingent
deferred loads; (ii) brokerage fees and commissions, (iii) acquired fund fees
and expenses; (iv) fees and expenses associated with investments in other
collective investment vehicles or derivative instruments (including, for example,
option and swap fees and expenses); (v) borrowing costs (such as interest and
dividend expense on securities sold short); (vi) taxes; and (vii) extraordinary
expenses, such as litigation expenses (which may include indemnification of Fund
officers and Trustees and contractual indemnification of Fund service providers
(other than the Adviser or Sub-Adviser)) to not more than the amounts set forth in the table below of the average
daily net assets of the Funds. Net annual operating expenses for the
Funds may exceed these limits to the extent
that each incurs expenses enumerated above as exclusions. The expense limitation
agreement runs through October 31, 2023, and
may be terminated by the Board at any time. The Sub-Adviser cannot recoup from
the Fund any amounts paid by the Sub-Adviser under the expense limitation
agreement.
Operating Expense Limit
|
Fund |
Expense Cap |
UVA Dividend Value ETF |
0.80% |
UVA Unconstrained Medium-Term Fixed Income
ETF |
0.50% |
Disclosure Regarding Approval of Advisory Agreement
and Sub-Advisory Agreement. A discussion regarding the basis for the
Board’s approval of the Advisory Agreement and Sub-Advisory Agreement, for the UVA Unconstrained Medium-Term Fixed Income
ETF, is available in the Fund’s annual
report to shareholders for the period ended June 30, 2022. A discussion regarding
the basis for the Board’s approval of the Advisory and Sub-Advisory Agreement, for the UVA Dividend Value ETF, is
available in the Fund’s semi-annual report to shareholders for the period ended
December 31, 2022.
Portfolio Management. The portfolio managers
are primarily responsible for the day-to-day operation of the Funds. The portfolio managers of the Sub-Adviser are
Robert Barone and Joshua Barone. Messrs. Barone and Barone have provided
services to the UVA Unconstrained Medium-Term Fixed
Income ETF since its inception in August 2017
and the UVA Dividend Value ETF since its inception in 2021.
Robert
Barone has been the co-founder of Universal Value Advisors (UVA) since
2005. He has also been UVA’s economist as well as a wealth and portfolio
manager since 2005. Mr. Barone holds a Ph.D. in economics (Georgetown
University) and is nationally known for his blogs, many of which are posted at
Forbes. In his career, he has been a professor of finance (University of Nevada
– 1979-1984), a community bank CEO (Comstock Bancorp – 1984-1999), a director of
the Federal Home Loan Bank of San Francisco where he served as its Chair in
2004, and a director of CSAA Insurance Company (a AAA Insurance Company) where
he chaired the Finance and Investment Committee. In 2007-2009 he served as
chairman of the board for that entity. Currently, Mr. Barone is a director of
Mountain West Group (AAA Northern California, Nevada, and Utah) and a director
of Allied Mineral Products, LLC.
Joshua
Barone has been the managing member of Universal Value Advisors (UVA) since its
inception in 2005. In that capacity, he is responsible for the company’s day to
day operations and is a major contributor to the company’s strategic vision.
Prior to forming UVA, along with Robert Barone, he co-founded Adagio Trust
Company in 2000.
The
Statement of Additional Information provides additional information about the
portfolio managers’ compensation structure, other accounts managed by the
portfolio managers and the portfolio managers’ ownership of securities of the
Funds.
Shares
of a Fund may be acquired or redeemed directly from the Fund at NAV only in
Creation Units or multiples thereof, as discussed in the “How to Buy and Sell
Shares” section of this prospectus. Only an Authorized Participant may engage in
creation or redemption transactions directly with a Fund. Once created, shares
of a Fund generally trade in the secondary market in amounts less than a
Creation Unit. Individual Fund shares may only be bought and sold in the
secondary market through a broker or dealer at market price.
Shares
of a Fund are listed for trading in the secondary market on the NYSE Arca.
Shares can be bought and sold throughout the trading day like other publicly
traded shares. When buying or selling Shares through a broker, you will incur
customary brokerage commissions and other charges. In addition, you may incur
the costs attributable to the difference between the highest price a buyer is
willing to pay to purchase shares of a Fund (bid) and the lowest price a seller
is willing to accept for shares of a Fund (ask) when buying or selling shares in
the secondary market (the “bid-ask spread”). Because the Shares trade at market
prices rather than net asset value, the price you pay or receive for the Shares
may be greater than NAV (premium) or less than NAV (discount) of such
shares.
The
Funds trades under the NYSE Arca ticker symbols set forth below:
Name
of Fund |
NYSE
Arca Ticker
Symbol |
UVA
Dividend Value ETF |
UVDV |
UVA
Unconstrained Medium-Term Fixed Income ETF |
FFIU |
You
can access recent information, including information on the Funds’ NAV, market
price, premiums and discounts, and bid-ask spreads, on the Funds’ websites
listed below.
Name
of Fund |
Website |
UVA
Value Dividend ETF |
https://etfpages.com/UVDV |
UVA
Unconstrained Medium-Term Fixed Income ETF |
https://etfpages.com/FFIU |
Book Entry. Shares are held in book-entry form,
which means that no stock certificates are issued. The Depository Trust Company
(“DTC”) or its nominee is the record owner of, and hold legal title to, all
outstanding Shares of a Fund and is recognized as the owner of all outstanding
Shares of a Fund.
Investors
owning Shares are beneficial owners as shown on the records of DTC or its
participants. DTC serves as the securities depository for 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 upon the procedures of DTC and its participants. These
procedures are the same as those that apply to any other stocks that you hold in
book- entry or “street name” form.
Pricing Fund Shares. The trading price of a
Fund’s Shares on the NYSE Arca is based on the market price, not the Fund’s NAV,
so it may differ from a Fund’s daily NAV and can be affected by market forces of
supply and demand, economic conditions and other factors. Information
regarding the number of days the market price of a Fund’s Shares was greater
than the Fund’s NAV and the number of days it was less than a Fund’s NAV (i.e.,
premium or discount) for the most recently completed calendar year, and the most
recently completed calendar quarter is available on the Funds’ websites
listed below:
Name
of Fund |
Website |
UVA
Value Dividend ETF |
https://etfpages.com/UVDV |
UVA
Unconstrained Medium-Term Fixed Income ETF |
https://etfpages.com/FFIU |
Determination of Net Asset Value. The NAV per
Share for a Fund is determined once daily as of the close of the New York Stock
Exchange (“NYSE”), usually 4:00 p.m. Eastern time, each day the NYSE is open for
trading, provided that (a) any assets or liabilities denominated in currencies
other than the U.S. dollar shall be translated into U.S. dollars at the
prevailing market rates on the date of valuation as quoted by one or more major
banks or dealers that makes a two-way market in such currencies (or a data
service provider based on quotations received from such banks or dealers); and
(b) U.S. fixed income assets may be valued as of the announced closing time for
trading in fixed income instruments on any day that the Securities Industry and
Financial Markets Association announces an early closing time. NAV per Share is
determined by dividing the value of a Fund’s portfolio securities, cash, and
other assets (including accrued interest), less all liabilities (including
accrued expenses), by the total number of Shares outstanding.
A
Fund’s debt securities are valued at market value. Market value generally means
a valuation (i) obtained from an exchange, a pricing service or a major market
maker (or dealer), (ii) based on a price quotation or other equivalent
indication of value supplied by an exchange, a pricing service or a major market
maker (or dealer), or (iii) based on amortized cost. A Fund’s debt securities
are thus valued by reference to a combination of transactions and quotations for
the same or other securities believed to be comparable in quality, coupon,
maturity, type of issue, call provisions, trading characteristics and other
features deemed to be relevant. To the extent a Fund’s debt securities are
valued based on price quotations or other equivalent indications of value
provided by a third-party pricing service, any such third-party pricing service
may use a variety of methodologies to value some or all of a Fund’s debt
securities to determine the market price. For example, the prices of
securities with characteristics similar to those held by a Fund may be used to assist with the pricing
process. In addition, the pricing service may use proprietary pricing
models. Equity securities are valued at the last reported sale price on
the principal exchange on which such securities are traded, as of the close of
regular trading on the NYSE Arca on the day the securities are being valued or,
if there are no sales, at the mean of the most recent bid and asked
prices. Equity securities that are traded in over-the-counter markets are
valued at the NASDAQ Official Closing Price as of the close of regular trading
on the NYSE Arca on the day the securities are valued or, if there are no sales,
at the mean of the most recent bid and asked prices. Securities for which
market quotations (or other market valuations such as those obtained from a
pricing service) are not readily available, including restricted securities, are
valued by a method that the Trustees believe accurately reflects fair
value. Securities will be valued at fair value when market quotations (or
other market valuations such as those obtained from a pricing service) are not
readily available or are deemed unreliable, such as when a security’s value or
meaningful portion of a Fund’s portfolio is believed to have been materially
affected by a significant event. Such events may include a natural
disaster, an economic event like a bankruptcy filing, a trading halt in a
security, an unscheduled early market close or a substantial fluctuation in
domestic and foreign markets that has occurred between the close of the
principal exchange and the NYSE Arca. In such a case, the value for a
security is likely to be different from the last quoted market price. In
addition, due to the subjective and variable nature of fair market value
pricing, it is possible that the value determined for a particular asset may be
materially different from the value realized upon such asset’s sale.
Trading
in securities on many foreign securities exchanges and over-the-counter markets
is normally completed before the close of business on each U.S. business day. In
addition, securities trading in a particular country or countries may not take
place on all U.S. business days or may take place on days that are not U.S.
business days. Changes in valuations on certain securities may occur at times or
on days on which a Fund’s net asset value is not calculated and on which a Fund
does not effect sales, redemptions and exchanges of its Shares.
Creation Units. Investors such as market
makers, large investors, and institutions who wish to deal in Creation Units
directly with a Fund must have entered into an authorized participant agreement
with Capital Investment Group, Inc. (the “Distributor”), and be accepted by the
transfer agent, or purchase through a dealer that has entered into such an
agreement. Set forth below is a brief description of the procedures applicable
to purchase and redemption of Creation Units. For more detailed information, see
“Creation and Redemption of Creation Unit Aggregations” in the Statement of
Additional Information.
Buying Creation Units. In order to purchase
Creation Units of a Fund, an investor must generally deposit a designated
portfolio of securities (the “Deposit Securities”) (and/or an amount in cash in
lieu of some or all of the Deposit Securities) and generally make a cash payment
referred to as the “Cash Component.” For those APs that are not eligible for
trading a Deposit Security, and in such other circumstances as the Sub-Adviser
believes are in the best interests of a Fund, custom orders are available. The
list of the names and the amounts of the deposit Securities is made available by
a Fund’s custodian through the facilities of the NSCC immediately prior to the
opening of business each day of the NYSE Arca. The Cash Component represents the
difference between the NAV of a Creation Unit and the market value of the
Deposit Securities. In the case of custom orders, cash- in-lieu may be added to
the Cash Component to replace any Deposit Securities that either the AP may not
be eligible to trade or the Sub-Adviser believes are in the best interests of a
Fund not to accept in kind.
Orders
must be placed in proper form by or through an AP that is a participant of the
DTC (“DTC Participant”). All standard orders must be placed for one or more
whole Creation Units of Shares of a Fund and must be received by the Distributor
in proper form no later than the close of regular trading on the NYSE
(ordinarily 4:00 p.m. Eastern time) (“Closing Time”) in order to receive that
day’s closing NAV per Share. In the case of custom orders, the order must be
received by the Distributor no later than one hour prior to Closing Time in
order to receive that day’s closing NAV per Share. A custom order may be placed
by an AP in the event that the Trust permits or requires the substitution of an
amount of cash to be added to the Cash Component to replace any Deposit Security
which may not be available in sufficient quantity for delivery or which may not
be eligible for trading by such AP or the investor for which it is acting or any
other relevant reason. A fixed creation transaction fee of $500 per transaction
(the “Creation Transaction Fee”) is applicable to each transaction regardless of
the number of Creation Units purchased in the transaction. An additional
variable charge for cash creations or partial cash creations may also be imposed
to compensate each Fund for the costs associated with buying the applicable
securities. A Fund may adjust these fees from time to time based on actual
experience. The price for each Creation Unit will equal the daily Funds’ NAV per
Share times the number of Shares in a Creation Unit plus the fees described
above and, if applicable, any transfer taxes.
Shares
of a Fund may be issued in advance of receipt of all Deposit Securities subject
to various conditions, including a requirement to maintain cash at least equal
to at least 105% and up to 115% of the market value of the missing Deposit
Securities on deposit with the Trust.
For
more detailed information, see “Creation and Redemption of Creation Unit
Aggregations” in the Statement of Additional Information.
Legal Restrictions on Transactions in Certain
Securities. An investor subject to a legal restriction with respect to a
particular security required to be deposited in connection with the purchase of
a Creation Unit may, at the Funds’ discretion, be permitted to deposit an
equivalent amount of cash in substitution for any security which would otherwise
be included in the Deposit Securities applicable to the purchase of a Creation
Unit. For more detailed information, see “Creation and Redemption of Creation
Unit Aggregations” in the Statement of Additional Information.
Redemption of Creation Units. Shares may be
redeemed only in Creation Units at their NAV and only on a day the NYSE Arca is
open for business. The Funds’ custodian makes available immediately prior to the
opening of business each day of the NYSE Arca, through the facilities of the
NSCC, the list of the names and the amounts of each Fund’s portfolio securities
that will be applicable that day to redemption requests in proper form
(“Redemption Securities”). Redemption Securities received on redemption may not
be identical to Deposit Securities, which are applicable to purchases of
Creation Units. Unless cash redemptions or partial cash redemptions are
available or specified for a Fund as set forth below, the redemption proceeds
consist of the Redemption Securities, plus cash in an amount equal to the
difference between the NAV of Shares being redeemed as next determined after
receipt by the transfer agent of a redemption request in proper form, and the
value of the Redemption Securities (the “Cash Redemption Amount”), less the
applicable redemption fee and, if applicable, any transfer taxes. Should the
Redemption Securities have a value greater than the NAV of Shares being
redeemed, a compensating cash payment to the Funds equal to the differential,
plus the applicable redemption fee and, if applicable, any transfer taxes will
be required to be arranged for, by or on behalf of the redeeming
shareholder.
An
order to redeem Creation Units of each Fund may only be effected by or through
an Authorized Participant. An order to redeem must be placed for one or more
whole Creation Units and must be received by the transfer agent in proper form
no later than the close of regular trading on the NYSE (normally 4:00 p.m.
Eastern time) in order to receive that day’s closing NAV per Share. In the case
of custom orders, as further described in the Statement of Additional
Information, the order must be received by the transfer agent no later than 3:00
p.m. Eastern time.
A
0.50% redemption transaction fee per transaction (the “Redemption Transaction
Fee”) is applicable to each redemption transaction in which the Creation Units
have been held for less than ninety (90) days, regardless of the number of
Creation Units redeemed in the transaction. An additional variable charge for
cash redemptions or partial cash redemptions may also be imposed to compensate
the Funds for the costs associated with selling the applicable securities. The
Funds may adjust these fees from time to time based on actual experience. The
Funds reserve the right to effect redemptions wholly or partially in cash. A
shareholder may request a cash redemption or partial cash redemption in lieu of
securities, however, the Funds may, in their discretion, reject any such
request.
For
more detailed information, see “Creation and Redemption of Creation Unit
Aggregations” in the Statement of Additional Information.
Distributions. Fund shareholders are entitled
to their share of each Fund’s income and net realized gains on its investments.
Each Fund pays out substantially all of its net earnings to its shareholders as
“distributions.” Income dividends, if any, are distributed to shareholders
monthly. Net capital gains are distributed annually. Dividends may be declared
and paid more frequently to comply with the distribution requirements of the
Internal Revenue Code of 1986, as amended (the “Code”). Some portion of each
distribution may result in a return of capital (which is a return of the
shareholder’s investment in the Funds). Fund shareholders will be notified
regarding the portion of the distribution that represents a return of
capital.
Distributions
in cash may be reinvested automatically in additional whole Shares only if the
broker through which the Shares were purchased makes such option
available.
Shares
can only be purchased and redeemed directly from the Funds in Creation Units by
APs and that the vast majority of trading in the Funds’ Shares occurs on the
secondary market. Because the secondary market trades do not directly involve
the Funds, it is unlikely those trades would cause the harmful effects of market
timing, including dilution, disruption of portfolio management, increases in the
Funds’ 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), those trades do not cause the harmful
effects that may result from frequent cash trades. To the extent trades are
effected in whole or in part in cash, those trades could result in dilution to
each Fund and increased transaction costs, which could negatively impact that
Fund’s ability to achieve its investment objective. However, direct trading by
APs is critical to ensuring that the Funds’ Shares trade at or close to NAV. The
Funds also employ fair valuation pricing to minimize potential dilutions form
market timing. In addition, the Funds impose fixed and variable transaction fees
on purchases and redemptions of Fund Shares to cover the custodial and other
costs incurred by the Funds in effecting trades. These fees increase if an
investor substitutes cash in part or in whole for securities, reflecting the
fact that the Funds’ trading costs increase in those circumstances. Given this
structure, the Trust has determined that it is not necessary to adopt policies
and procedures and deter market timing of the Funds’ shares.
Administrator. The Trust has entered into a Fund Accounting
and Administration Service Agreement with The Nottingham Company
(“Administrator”), located at 116 South Franklin Street, Rocky Mount, North
Carolina 27804. Under the Fund Accountant and Administration Service Agreement,
The Nottingham Company serves as the accounting
agent and administrator for the Funds.
Custodians. ClearStreet, LLC (“ClearStreet”), located at
55 Broadway, New York, NY 10006 serves as a custodian for the Funds. ClearStreet
is primarily responsible for depositing and withdrawing ETF shares with DTC
and making available a list of the names and the amounts of the Deposit
Securities through the facilities of the NSCC. To the extent necessary to
provide that service, ClearStreet maintains an account in the name of the
Funds.
UMB
Bank, n.a., (“UMB”) located at located at 1010 Grand Blvd, Kansas City, Missouri
64106 also serves as a custodian for the UVA Unconstrained Medium-Term Fixed
Income ETF (“FFIU”). UMB is responsible for holding all cash assets and all
portfolio securities of FFIU, releasing and delivering such securities as
directed by FFIU, maintaining bank accounts in the names of FFIU, receiving for
deposit into such accounts payments for Shares, collecting income and other
payments due to FFIU with respect to portfolio securities, and paying out monies
of FFIU.
Transfer Agent. Nottingham Shareholder Services (“Transfer
Agent”), located at 116 South Franklin Street, Rocky Mount, North Carolina
27804, is the transfer agent for the Fund (the “Transfer Agent”) and also serves
as the dividend disbursing agent for the Funds.
Distributor. Capital
Investment Group, Inc. is the distributor for the Shares (the “Distributor”).
The Distributor is a registered broker-dealer and member of the Financial
Industry Regulatory Authority, Inc. (“FINRA”).
Counsel. Greenberg Traurig LLP is counsel to the
Trust.
Independent Registered Public
Accounting Firm. BBD, LP, located
at 1835 Market St., 3rd
Floor, Philadelphia, PA 19103, serves as the Funds’ independent registered
public accounting firm. They audit the Funds’ financial statements and perform
other related audit services.
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 the 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:
• |
The Fund makes distributions; |
• |
You sell your Shares listed on the NYSE Arca;
and |
• |
You purchase or redeem Creation
Units |
Distributions
from the Funds’ net investment income (other than qualified dividend income),
including distributions of income from securities lending and distributions out
of the Funds’ net short-term capital gains, if any, are taxable to you as
ordinary income. Distributions by the Funds of net long-term capital gains in
excess of net short-term capital losses (capital gain dividends) are taxable to
you as long-term capital gains, regardless of how long you have held the Funds’
shares. Distributions by the Funds that qualify as qualified dividend income are
taxable to you at long-term capital gain rates. Long-term capital gains and
qualified dividend income are generally eligible for taxation at a maximum rate
of 15% for non-corporate shareholders with incomes below approximately $400,000
($450,000 if married and filing jointly), amounts adjusted annually for
inflation, and 20% for individuals with any income above these amounts that is
net long-term capital gain or qualified dividend income. In addition, a 3.8%
U.S. federal Medicare contribution tax is imposed on “net investment income,”
including, but not limited to, interest, dividends, and net gain, of U.S.
individuals with income exceeding $200,000 (or $250,000 if married and filing
jointly) and of estates and trusts.
Dividends
will be qualified dividend income to you if they are attributable to qualified
dividend income received by the Funds. Generally, qualified dividend income
includes dividend income from taxable U.S. corporations, provided that the Funds
satisfy certain holding period requirements in respect of the stock of such
corporations and has not hedged its position in the stock in certain ways.
Substitute dividends received by the Funds with respect to dividends paid on
securities lent out will not be qualified dividend income. For this purpose, a
qualified non-U.S. corporation means any non-U.S. corporation that is eligible
for benefits under a comprehensive income tax treaty with the United States,
which includes an exchange of information program or if the stock with respect
to which the dividend was paid is readily tradable on an established United
States securities market. The term excludes a corporation that is a passive
foreign investment company.
Dividends
received by the Funds from a real estate investment trust (“REIT”) or another
RIC generally are qualified dividend income only to the extent the dividend
distributions are made out of qualified dividend income received by such REIT or
RIC. It is expected that dividends received by the Funds from a REIT and
distributed to a shareholder generally will be taxable to the shareholder as
ordinary income.
For
a dividend to be treated as qualified dividend income, the dividend must be
received with respect to a share of stock held without being hedged by the
Funds, and with respect to a share of the Funds held without being hedged by
you, for 61 days during the 121-day period beginning at the date which is 60
days before the date on which such share becomes ex-dividend with respect to
such dividend or, in the case of certain preferred stock, 91 days during the
181-day period beginning 90 days before such date.
If
your Fund shares are loaned out pursuant to a securities lending arrangement,
you may lose the ability to treat Fund dividends paid while the shares are held
by the borrower as qualified dividend income. In addition, you may lose the
ability to use foreign tax credits passed through by the Funds if your Fund
shares are loaned out pursuant to a securities lending agreement.
In
general, your distributions are subject to U.S. federal income tax for the year
when they are paid. Certain distributions paid in January, however, may be
treated as paid on December 31 of the prior year.
If
the Funds’ distributions exceed current and accumulated earnings and profits,
all or a portion of the distributions made in the taxable year may be
recharacterized as a return of capital to shareholders. Distributions in excess
of the Funds’ minimum distribution requirements, but not in excess of the Funds’
earnings and profits, will be taxable to shareholders and will not constitute
nontaxable returns of capital. A return of capital distribution generally will
not be taxable but will reduce the shareholder’s cost basis and result in a
higher capital gain or lower capital loss when those shares on which the
distribution was received are sold. Once a shareholder’s cost basis is reduced
to zero, further distributions will be treated as capital gain, if the
shareholder holds shares of the Funds as capital assets.
If
you are neither a resident nor a citizen of the United States or if you are a
non-U.S. entity, the Funds’ ordinary income dividends (which include
distributions of net short-term capital gains) will generally be subject to a
30% U.S. withholding tax, unless a lower treaty rate applies, provided that
withholding tax will generally not apply to any gain or income realized by a
non-U.S. shareholder in respect of any distributions of long-term capital gains
or upon the sale or other disposition of shares of the Funds.
A
30% withholding tax is currently imposed on U.S.-source dividends, interest and
other income items, and will be imposed on proceeds from the sale of property
producing U.S.-source dividends and interest paid after December 31, 2018, to
(i) foreign financial institutions including non-U.S. investment funds unless
they agree to collect and disclose to the Internal Revenue Service (“IRS”)
information regarding their direct and indirect U.S. account holders and (ii)
certain other foreign entities, unless they certify certain information
regarding their direct and indirect U.S. owners. To avoid withholding, foreign
financial institutions will need to (i) enter into agreements with the IRS that
state that they will provide the IRS information, including the names,
addresses, and taxpayer identification numbers of direct and indirect U.S.
account holders, comply with due diligence procedures with respect to the
identification of U.S. accounts, report to the IRS certain information with
respect to U.S. accounts maintained, agree to withhold tax on certain payments
made to non-compliant foreign financial institutions or to account holders who
fail to provide the required information, and determine certain other
information as to their account holders, or (ii) in the event that an applicable
intergovernmental agreement and implementing legislation are adopted, provide
local revenue authorities with similar account holder information. Other foreign
entities will need to provide the name, address, and taxpayer identification
number of each substantial U.S. owner or certifications of no substantial U.S.
ownership unless certain exceptions apply or agree to provide certain
information to other revenue authorities for transmittal to the IRS.
Dividends,
interest, and capital gains earned by the Funds, with respect to non-U.S.
securities, may give rise to withholding, capital gains and other taxes imposed
by non-U.S. countries. Tax conventions between certain countries and the United
States may reduce or eliminate such taxes. If more than 50% of the total assets
of the Funds at the close of a year consists of non-U.S. stocks or securities
(generally, for this purpose, depositary receipts, no matter where traded, of
non-U.S. companies are treated as “non-U.S.”), the Funds may “pass through” to
you certain non-U.S. income taxes (including withholding taxes) paid by the
Funds. This means that you would be considered to have received as an additional
dividend your share of such non-U.S. taxes, but you may be entitled to either a
corresponding tax deduction in calculating your taxable income, or, subject to
certain limitations, a credit in calculating your U.S. federal income tax.
For
purposes of foreign tax credits for U.S. shareholders of the Funds, foreign
capital gains taxes may not produce associated foreign source income, thereby
limiting a U.S. person’s ability to use such credits.
If
you are a resident or a citizen of the United States, by law, back-up
withholding at a 28% rate will apply to your distributions and proceeds if you
have not provided a taxpayer identification number or social security number and
made other required certifications.
Currently,
any capital gain or loss realized upon a sale of Shares is generally treated as
long-term capital gain or loss if the Shares have been held for more than one
year and as short-term capital gain or loss if the Shares have been held for one
year or less. The ability to deduct capital losses may be limited.
An
Authorized Participant who exchanges equity securities for Creation Units
generally will recognize a gain or a loss. The gain or loss will be equal to the
difference between the market value of the Creation Units at the time of the
exchange and the exchanger’s aggregate basis in the securities surrendered and
the Cash Component paid. A person who exchanges Creation Units for equity
securities will generally recognize a gain or loss equal to the difference
between the exchanger’s basis in the Creation Units and the aggregate market
value of the securities received and the Cash Redemption Amount. The Internal
Revenue Service, however, may assert that a loss realized upon an exchange of
securities for Creation Units cannot be deducted currently under the rules
governing “wash sales,” or on the basis that there has been no significant
change in economic position. Persons exchanging securities should consult their
own tax adviser with respect to whether the wash sale rules apply and when a
loss might be deductible.
Under
current federal tax laws, any capital gain or loss realized upon redemption of
Creation Units is generally treated as long-term capital gain or loss if the
Shares have been held for more than one year and as a short-term capital gain or
loss if the Shares have been held for one year or less.
If
you purchase or redeem Creation Units, you will be sent a confirmation statement
showing how many and at what price you purchased or sold Shares.
The
foregoing discussion summarizes some of the possible consequences under current
federal tax law of an investment in the Funds. It is not a substitute for
personal tax advice. You may also be subject to state and local taxation on Fund
distributions, and sales of Fund Shares. Consult your personal tax adviser about
the potential tax consequences of an investment in Fund Shares under all
applicable tax laws.
For
purposes of the 1940 Act, a Fund is treated as a registered investment company.
Section 12(d)(1) of the 1940 Act restricts investments by investment companies
in the securities of other investment companies, including Shares of the Funds.
The SEC has issued an exemptive order to the Trust permitting registered
investment companies to invest in the exchange-traded funds offered by the Trust
beyond the limits of Section 12(d)(1) subject to certain terms and conditions
set forth in an SEC exemptive order issued to the Trust, including that such
registered investment companies enter into an agreement with the Trust.
Portfolio Holdings Information. A description
of the Funds’ policies and procedures with respect to the disclosure of their
portfolio securities is available in the Funds’ Statement of Additional
Information (“SAI”). On each business day, before commencement of trading on
NYSE Arca, the Funds will disclose the identities and quantities of the Funds’
portfolio holdings that will form the basis for the Funds’ calculation of NAV at
the end of the business day. These disclosures can be found at:
UVA
Dividend Value ETF |
https://etfpages.com/UVDV |
UVA
Unconstrained Medium-Term Fixed Income ETF |
https://etfpages.com/FFIU |
Fund
fact sheets provide information regarding each Fund’s top holdings and may be
requested by calling 1-800-773-3863.
Premium/Discount Information. Information
regarding how often the Shares of the Funds traded on the Exchange at a price
above (i.e., at a premium) or below (i.e., at a discount) the NAV of the Funds
during the prior calendar year and subsequent quarters, when available, will be
available at:
UVA
Dividend Value ETF |
https://etfpages.com/UVDV |
UVA
Unconstrained Medium-Term Fixed Income ETF |
https://etfpages.com/FFIU |
The
Financial Highlights table is intended to help you understand the Funds’
financial performance since their inception. Certain information reflects
financial results for a single Fund share. The total returns in the table
represent the rate that an investor would have earned or lost on an investment
in the Funds (assuming reinvestment of all dividends and distributions). The
financial data in the table has been audited by BBD, LLP, an independent
registered public accounting firm, whose report, along with the Funds’ financial
statements, is incorporated by reference into the Statement of Additional
Information and are included in the annual report which are available upon
request. Further information about the performance of the Funds is contained in
the Annual Reports of the Funds, copies of which may also be obtained at no
charge by calling the Fund at 1-800-773-3863.
UVA Dividend Value ETF
(For a Share Outstanding during the Initial Period from
November 18, 2021
(Commencement of
Operations) through June 30, 2022)
|
Period ended June
30, 2022 |
Net Asset Value, Beginning of Period |
$10.00 |
Income (Loss) from Investment Operations:
Net investment income (d)
Net realized and unrealized loss on
investments
Total from Investment Operations |
0.09 (0.66) (0.57)
|
Distributions to Investors:
From net investment
income
Total from Distributions to Investors |
(0.09) (0.09)
|
Net Asset Value, End of Period |
$9.34 |
Total Return |
(5.77)% (b) |
Net Assets, End of Period (in
thousands) |
$16,534 |
Ratios of:
Gross Expenses to Average
Net Assets
(c)
Net Expenses to Average
Net Assets (c)
Net Investment Income to
Average Net Assets |
2.10% (a) 0.80%
(a) 1.46% (a)
|
Portfolio turnover rate |
13.70% (b) |
(a) Annualized.
(b) Not annualized.
(c) The expense ratios listed reflect total expenses prior
to any waivers and reimbursements (gross expense ratio) and after any waivers
and reimbursements (net expense ratio).
(d) Calculated using the average shares method.
UVA
Unconstrained Medium-Term Fixed Income ETF
(For a Share Outstanding During the Fiscal Year or
Period Ended)
|
Year ended June
30, 2022 |
Year ended June 30, 2021 |
Year ended June 30, 2020 |
Year ended June 30, 2019 |
Period ended June 30, 2018 (d) |
Net
Asset Value, Beginning of Period |
$26.53 |
$26.14 |
$25.28 |
$24.30 |
$25.00 |
Income
(Loss) from Investment Operations:
Net
investment income (f)
Net
realized and unrealized gain (loss) on investments
Total
from Investment Operations |
0.64 (4.08)
(3.44)
|
0.64 0.47
1.11
|
0.71 0.86
1.57
|
0.70 0.98
1.68
|
0.46 (0.71)
(0.25)
|
Distributions
to Investors:
From
net investment income From capital gains
Total
from Distributions to Investors |
(0.64) (0.20) (0.84)
|
(0.64) (0.08) (0.72)
|
(0.71) -- (0.71)
|
(0.70) --
(0.70) |
(0.45) -- (0.45)
|
Net
Asset Value, End of Period |
$22.25 |
$26.53 |
$26.14 |
$25.28 |
$24.30 |
Total
Return (e) |
(13.29)% |
4.30% |
6.29% |
7.05% |
(1.00)%(b) |
Net
Assets, End of Period (in thousands) |
$68,981 |
$80,914 |
$61,426 |
$45,502 |
$47,385 |
Ratios
of:
Gross
Expenses to Average Net
Assets (c)
Net
Expenses to Average Net
Assets (c)
Net
Investment Income to Average Net
Assets |
0.62% 0.50% 2.58%
|
0.65% 0.50% 2.47%
|
0.73% 0.50% 2.75%
|
0.76% 0.45% 2.88%
|
0.77%(a) 0.45%(a) 2.36%(a)
|
Portfolio
turnover rate |
20.17% |
30.49% |
21.28% |
49.44% |
6.85%(b) |
(a)
Annualized.
(b)
Not annualized.
(c)
The expense ratios listed reflect total expenses prior to any waivers (gross
expense ratio) and after any waivers (net expense ratio).
(d)
For a share outstanding during the period from August 18, 2017 (Commencement of
Operations) through June 30, 2018.
(e)
Includes adjustments in accordance with accounting principles generally accepted
in the United States of America and, consequently, the net assets value for
financial reporting purposes and the returns based upon those net asset values
may differ from the net asset values and returns for shareholder
transactions.
(f)
Calculated using the average shares method.
UVA
ETFs
For
more information visit the Funds’ websites listed below or call
1-800-773-3863
Additional information about the Funds is available in the
Funds’ Statement of Additional Information, which is incorporated by reference
into this prospectus. Additional information about the Funds’ investments is
also available in the annual and semi-annual repots to shareholders. The annual
report includes a discussion of market conditions and investment strategies that
significantly affected the Funds’ performance during their last fiscal
year.
The Funds’ Statement of Additional Information and the
annual and semi-annual repots are available, free of charge, on the websites
listed below and upon request by contacting the Funds (you may also request
other information about the Funds or make shareholder inquiries) as
follows:
|
Call: |
1-800-773-3863
(toll free)
Monday
through Friday, 8:30 a.m. to 5:00 p.m. (Eastern time)
|
|
Email: |
shareholders@ncshare.com
|
|
Write: |
UVA
ETFs 116 South Franklin Street Post Office Box
4365 Rocky Mount, North Carolina 27803-0365 |
|
Online: |
https://etfpages.com/UVDV
https://etfpages.com/FFIU |
Reports
and other information about the Funds are
available on the EDGAR database on the SEC’s website at www.sec.gov, and copies
of this information may be obtained, after paying a duplicating fee, by
electronic request at the following e-mail address: publicinfo@sec.gov.
Investment
Company Act File No.: 811-22398