ck0001683471-20211124
PFA
ALPHA INTELLIGENT ETFs
Alpha
Intelligent - Large Cap Value ETF
(AILV)
Alpha
Intelligent - Large Cap Growth ETF (AILG)
Alpha
Intelligent - Mid Cap Value ETF (AIMV)
Alpha
Intelligent - Mid Cap Growth ETF (AIMG)
Alpha
Intelligent - Small Cap Value ETF (ASCV)
Alpha
Intelligent - Small Cap Growth ETF (ASCG)
Principal
U.S. Listing Exchange: NYSE Arca, Inc.
November 29,
2021
The
U.S. Securities and Exchange Commission (the “SEC”) has not approved or
disapproved of these securities or passed upon the accuracy or adequacy of this
Prospectus. Any representation to the contrary is a criminal
offense.
TABLE
OF CONTENTS
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SUMMARY
SECTION |
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Alpha
Intelligent - Large Cap Value ETF |
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Alpha
Intelligent - Large Cap Growth ETF |
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Alpha
Intelligent - Mid Cap Value ETF |
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Alpha
Intelligent - Mid Cap Growth ETF |
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Alpha
Intelligent - Small Cap Value ETF |
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Alpha
Intelligent - Small Cap Growth ETF |
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PURCHASE
AND SALE OF FUND SHARES, TAXES AND FINANCIAL INTERMEDIARY
COMPENSATION |
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PRINCIPAL
INVESTMENT STRATEGIES |
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ADDITIONAL
INFORMATION ABOUT PRINCIPAL INVESTMENT RISKS |
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OTHER
SERVICE PROVIDERS |
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NET
INVESTMENT INCOME TAX |
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FOREIGN
INVESTMENTS BY THE FUND |
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DISTRIBUTION
PLAN |
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Alpha
Intelligent - Large Cap Value ETF - FUND
SUMMARY |
Investment
Objective
The Alpha
Intelligent - Large Cap Value ETF (the “Fund”) seeks to provide
total return.
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”). You
may pay other fees, such as brokerage commissions and other fees to financial
intermediaries, which are not reflected in the table and Example
below.
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Shareholder
Fees
(fees
paid directly from your investment) |
None |
Annual
Fund Operating Expenses (expenses
that you pay each year as a percentage of the value of your
investment) |
Management
Fee |
0.85% |
Distribution
and/or Service (12b-1) Fees |
0.00% |
Other
Expenses*
|
0.00% |
Total
Annual Fund Operating Expenses |
0.85% |
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*Estimated for
the current fiscal year.
Example
This Example is intended to help you compare the cost of investing
in the Fund with the cost of investing in other funds. The Example assumes that
you invest $10,000 in the Fund for the time periods indicated and then redeem
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 does not take into account brokerage commissions
that you may pay on your purchases and sales of Shares.
Although your
actual costs may be higher or lower, based on these assumptions your costs would
be:
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|
|
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1
Year: $87 |
3
Years:
$271 |
Portfolio
Turnover
The Fund pays transaction costs, such as commissions, when it buys
and sells securities (or “turns over” its portfolio). A higher portfolio
turnover rate may indicate higher transaction costs and may result in higher
taxes when Shares are held in a taxable account. These costs, which are not
reflected in the Total Annual Fund Operating Expenses or in the Example, affect
the Fund’s performance. Because the Fund is newly organized, portfolio turnover
information is not yet available.
Principal
Investment Strategies
The
Fund is an actively-managed exchange-traded Fund (“ETF”) that invests primarily
in equity securities of large capitalization companies, with a focus on value
stocks. A value stock is the stock of a company whose stock price may not
reflect the company’s intrinsic value, or that is temporarily out of favor.
Under normal circumstances, the Fund will invest at least 80% of its net assets,
plus borrowings for investment purposes, in the common stocks of large
capitalization companies. These companies have market capitalizations in the
range of companies in the Russell 1000®
Value
Index (the “Index”) at the time of purchase. As of September 30, 2021, the
market capitalization of companies in the Index was $10 billion and greater.
In
seeking to achieve the Fund’s investment objective, Princeton Fund Advisers, LLC
(the “Adviser”), the Fund’s investment adviser, implements its alpha strategy to
seek to identify investment opportunities in which the performance of a
company’s stock will exceed that of the market over time. In selecting stocks
for the Fund, the Adviser combines its investment expertise with big data
analytics and powerful machine learning to seek to identify, evaluate, and
create a portfolio consisting of a consensus of high conviction positions held
by what the Adviser believes are top-performing, actively-managed large-cap
value fund managers and certain funds managed by those managers. These funds are
screened by various objective risk and return metrics, including historical
monthly and annual performance, Sharpe ratios (a measure of risk adjusted
return), upside and downside capture ratios (a measure of performance against
the market when it is up and down, respectively), and performance drawdown (a
measure of downside volatility). “Big data analytics” is the use of advanced
analytic techniques to analyze and extract information from large and complex
data sets. “High conviction positions” are those positions in which the
identified managers are overweight in relation to their benchmarks. The Adviser
utilizes big data analytics to replicate those funds’ holdings and identify high
conviction positions. From this universe, the Adviser identifies consensus
agreement on high conviction stocks across the mutual funds, using analytics to
evaluate frequency of appearance
and
magnitude of conviction. From this, the Adviser then selects stocks for the
Fund, creating a portfolio consisting of those high conviction
positions.
The
Adviser may sell a security from the Fund’s portfolio if the security’s risk
parameters outweigh its return opportunities, more attractive alternatives are
identified, or specific events alter the security’s prospects. Under normal
circumstances, the Fund’s portfolio will consist of approximately 50 issuers,
but it may at times consist of more or less than 50 issuers, depending on the
Adviser’s assessment of appropriate and attractive investment opportunities. The
Fund may engage in active and frequent trading of portfolio securities in
implementing its principal investment strategies.
The Fund is classified as a
“non-diversified” investment company under the Investment Company Act of 1940,
as amended (the “1940 Act”).
Principal
Investment Risks
The
principal risks of investing in the Fund are summarized below. The
principal risks are presented in alphabetical order to facilitate finding
particular risks and comparing them with those of other funds. Each risk
summarized below is considered a “principal risk” of investing in the Fund,
regardless of the order in which it appears. As with any
investment, there is a risk that you could lose all or a portion of your
investment in the Fund. Some or all of these risks may adversely
affect the Fund’s net asset value (“NAV”), trading price, yield, total return
and/or ability to meet its objective. The following risks could affect the
value of your investment in the Fund:
•Cybersecurity
Risk.
Cybersecurity incidents may allow an unauthorized party to gain access to Fund
assets, customer data (including private shareholder information), or
proprietary information, or cause the Fund, the Adviser, the Sub-Adviser and/or
other service providers (including custodians, transfer agents and financial
intermediaries) to suffer data breaches or data corruption. Additionally,
cybersecurity failures or breaches of the electronic systems of the Fund, the
Adviser, the Sub-Adviser or the Fund's other service providers, market makers,
Authorized Participants or the issuers of securities in which the Fund invests
have the ability to cause disruptions and negatively impact the Fund's business
operations, potentially resulting in financial losses to the Fund and its
shareholders. In an extreme case, a shareholder’s ability to redeem Fund shares
may be affected.
•Equity
Market Risk. The
equity securities held in the Fund’s portfolio may experience sudden,
unpredictable drops in value or long periods of decline in value. This may occur
because of factors that affect securities markets generally or factors affecting
specific issuers, industries, sectors or companies in which the Fund invests.
Common stocks are generally exposed to greater risk than other types of
securities, such as preferred stocks and debt obligations, because common
stockholders generally have inferior rights to receive payment from issuers.
•ETF
Risks.
The Fund is an ETF, and, as a result of its structure, it is exposed to the
following risks:
◦Authorized
Participants, Market Makers, and Liquidity Providers Concentration
Risk. The
Fund has a limited number of financial institutions that may act as Authorized
Participants (“APs”). In addition, there may be a limited number of market
makers and/or liquidity providers in the marketplace. To the extent either of
the following events occur, Shares may trade at a material discount to NAV and
possibly face delisting: (i) APs exit the business or otherwise become
unable to process creation and/or redemption orders and no other APs step
forward to perform these services, or (ii) market makers and/or liquidity
providers exit the business or significantly reduce their business activities
and no other entities step forward to perform their functions.
◦Costs
of Buying or Selling Shares.
Due to the costs of buying or selling Shares, including brokerage commissions
imposed by brokers and bid/ask spreads, frequent trading of Shares may
significantly reduce investment results and an investment in Shares may not be
advisable for investors who anticipate regularly making small
investments.
◦Shares
May Trade at Prices Other Than NAV. As
with all ETFs, Shares may be bought and sold in the secondary market at market
prices. Although it is expected that the market price of Shares will approximate
the Fund’s NAV, there may be times when the market price of Shares is more than
the NAV intra-day (premium) or less than the NAV intra-day (discount) due to
supply and demand of Shares or during periods of market volatility. This risk is
heightened in times of market volatility, periods of steep market declines, and
periods when there is limited trading activity for Shares in the secondary
market, in which case such premiums or discounts may be significant. Because
securities held by the Fund may trade on foreign exchanges that are closed when
the Fund’s primary listing exchange is open, the Fund is likely to experience
premiums or discounts greater than those of domestic ETFs.
◦Trading. Although
Shares are listed for trading on the NYSE Arca, Inc. (the “Exchange”) and may be
traded on U.S. exchanges other than the Exchange, there can be no assurance that
Shares will trade with any volume, or at all, on any stock exchange. In stressed
market conditions, the market for Shares may become less liquid in response to
deteriorating liquidity in the markets for the Fund’s underlying portfolio
holdings. This adverse effect on liquidity for the Shares could in turn lead to
differences between the market price of the Shares and the underlying value of
those shares.
•Large
Capitalization Risk. The
Fund’s investments in large capitalization companies may underperform other
segments of the market because large capitalization companies may be unable to
respond quickly to new competitive challenges, such as changes
in
technology and consumer tastes, and may not be able to attain the high growth
rate of successful smaller companies, especially during extended periods of
economic expansion.
•Management
Risk. The
Fund is actively managed and may not meet its investment objective based on the
Adviser’s success or failure to implement investment strategies for the Fund.
•Market
Risk. The
trading prices of securities and other instruments fluctuate in response to a
variety of factors. These factors include events impacting the entire market or
specific market segments, such as political, market and economic developments,
as well as events that impact specific issuers. The Fund’s NAV and market price,
like security and commodity prices generally, may fluctuate significantly in
response to these and other factors. As a result, an investor could lose money
over short or long periods of time. Beginning in the first quarter of 2020,
financial markets in the United States and around the world experienced extreme
and in many cases unprecedented volatility and severe losses due to the COVID-19
pandemic. It is unknown how long circumstances related to the pandemic will
persist, whether they will reoccur in the future, whether efforts to support the
economy and financial markets will be successful, and what additional
implications may follow from the pandemic. The impact of these events and other
epidemics or pandemics in the future could adversely affect Fund
performance.
•Models
and Data Risk.
The Adviser may rely on proprietary models and analysis (“Models and Data”) to
make decisions about which securities to purchase or sell or the timing of such
transactions. If Models and Data prove to be incorrect or incomplete, any
decisions made in reliance thereon expose the Fund to potential risks. Some of
the models used to construct the Fund are predictive in nature. The use of
predictive models has inherent risks. For example, such models may incorrectly
forecast future behavior, leading to potential losses. In addition, in
unforeseen or certain low-probability scenarios (often involving a market
disruption of some kind), such models may produce unexpected results, which can
result in losses for the Fund. Furthermore, because predictive models are
usually constructed based on historical data supplied by third parties, the
success of relying on such models may depend heavily on the accuracy and
reliability of the supplied historical data.
•New
Fund Risk. The
Fund is a recently organized investment company with no operating history. As a
result, prospective investors have no track record or history on which to base
their investment decision.
•Non-Diversification
Risk.
Because the
Fund is “non-diversified,” it may invest a greater percentage of its assets in
the securities of a single issuer or a lesser number of issuers than if it was a
diversified fund. As a result, the Fund may be more exposed to the risks
associated with and developments affecting an individual issuer or a lesser
number of issuers than a fund that invests more widely. This may increase the
Fund’s volatility and cause the performance of a relatively small number of
issuers to have a greater impact on the Fund’s performance.
•Portfolio
Turnover Risk.
Because the Fund may “turn over” some or all of its portfolio frequently, the
Fund may incur high levels of transaction costs, performance that is lower than
expected and potentially greater tax exposure.
•Value
Investing Risk.
Because the Fund may utilize a value style of investing, the Fund could suffer
losses or produce poor results relative to other funds, even in a rising market,
if the Adviser’s assessment of a company’s value or prospects for exceeding
earnings expectations or market conditions is
incorrect.
Performance
The Fund is
new and therefore does not have a performance history for a full calendar
year. In the future, performance information for the Fund will
be presented in this section. Updated performance information is available on
the Fund’s website at www.alpha-intelligent-strategies.com.
Portfolio
Management
|
|
|
|
|
|
Adviser |
Princeton
Fund Advisors, LLC |
Portfolio
Managers |
John
L. Sabre and Greg D. Anderson, each of whom has served as a portfolio
manager of the Fund since its inception in November 2021.
|
For
important information about the purchase and sale of Fund shares, tax
information and financial intermediary compensation, please turn to “Purchase
and Sale of Fund Shares, Taxes and Financial Intermediary Compensation” on page
21.
|
|
|
Alpha
Intelligent - Large Cap Growth ETF - FUND
SUMMARY |
Investment
Objective
The Alpha
Intelligent - Large Cap Growth ETF (the “Fund”) seeks to provide
total return.
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”). You
may pay other fees, such as brokerage commissions and other fees to financial
intermediaries, which are not reflected in the table and Example
below.
|
|
|
|
|
|
|
Shareholder
Fees
(fees
paid directly from your investment) |
None |
Annual
Fund Operating Expenses (expenses
that you pay each year as a percentage of the value of your
investment) |
Management
Fee |
0.85% |
Distribution
and/or Service (12b-1) Fees |
0.00% |
Other
Expenses* |
0.00% |
Total
Annual Fund Operating Expenses |
0.85% |
|
*Estimated for
the current fiscal year.
Example
This Example is intended to help you compare the cost of investing
in the Fund with the cost of investing in other funds. The Example assumes that
you invest $10,000 in the Fund for the time periods indicated and then redeem
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 does not take into account brokerage commissions
that you may pay on your purchases and sales of Shares.
Although your
actual costs may be higher or lower, based on these assumptions your costs would
be:
|
|
|
|
|
|
1
Year: $87 |
3
Years:
$271 |
Portfolio
Turnover
The Fund pays transaction costs, such as commissions, when it buys
and sells securities (or “turns over” its portfolio). A higher portfolio
turnover rate may indicate higher transaction costs and may result in higher
taxes when Shares are held in a taxable account. These costs, which are not
reflected in the Total Annual Fund Operating Expenses or in the Example, affect
the Fund’s performance. Because the Fund is newly organized, portfolio turnover
information is not yet available.
Principal
Investment Strategies
The
Fund is an actively-managed exchange-traded Fund (“ETF”) that invests primarily
in equity securities of large capitalization companies, with a focus on growth
potential. A growth stock is the stock of a company that generates substantial
and sustainable positive cash flow and whose revenues and earnings are expected
to increase at a faster rate than the average company within the same industry.
Under normal circumstances, the Fund will invest at least 80% of its net assets,
plus borrowings for investment purposes, in the common stock of large
capitalization companies. These companies have market capitalizations in the
range of companies in the Russell 1000®
Growth Index (the “Index”) at the time of purchase. As of September 30, 2021,
the market capitalization of companies in the Index was $10 billion and greater.
In
seeking to achieve the Fund’s investment objective, Princeton Fund Advisers, LLC
(the “Adviser”), the Fund’s investment adviser, implements its alpha strategy to
seek to identify investment opportunities in which the performance of a
company’s stock will exceed that of the market over time. In selecting stocks
for the Fund, the Adviser combines its investment expertise with big data
analytics and powerful machine learning to seek to identify, evaluate, and
create a portfolio consisting of a consensus of high conviction positions held
by what the Adviser believes are top-performing, actively-managed large-cap
growth fund managers and certain funds managed by those managers. These funds
are screened by various objective risk and return metrics, including historical
monthly and annual performance, Sharpe ratios (a measure of risk adjusted
return), upside and downside capture ratios (a measure of performance against
the market when it is up and down, respectively), and performance drawdown (a
measure of downside volatility). “Big data analytics” is the use of advanced
analytic techniques to analyze and extract information from large and complex
data sets. “High conviction positions” are those positions in which the
identified managers are overweight in relation to their benchmarks. The Adviser
utilizes big data analytics to replicate those funds’ holdings and identify high
conviction positions. From this universe, the Adviser identifies consensus
agreement on high conviction stocks across the mutual funds, using analytics to
evaluate frequency of appearance and magnitude of conviction. From this, the
Adviser then selects stocks for the Fund, creating a portfolio consisting of
those high conviction positions.
The Adviser may sell a security
from the Fund’s portfolio if the security’s risk parameters outweigh its return
opportunities, more attractive alternatives are identified, or specific events
alter the security’s prospects. Under normal circumstances, the Fund’s portfolio
will consist of approximately 50 issuers, but it may at times consist of more or
less than 50 issuers, depending on the Adviser’s assessment of appropriate and
attractive investment opportunities. The Fund may engage in active and frequent
trading of portfolio securities in implementing its principal investment
strategies.
The Fund is classified as a
“non-diversified” investment company under the Investment Company Act of 1940,
as amended (the “1940 Act”).
Principal
Investment Risks
The
principal risks of investing in the Fund are summarized below. The
principal risks are presented in alphabetical order to facilitate finding
particular risks and comparing them with those of other funds. Each risk
summarized below is considered a “principal risk” of investing in the Fund,
regardless of the order in which it appears. As with any
investment, there is a risk that you could lose all or a portion of your
investment in the Fund. Some or all of these risks may adversely
affect the Fund’s net asset value (“NAV”), trading price, yield, total return
and/or ability to meet its objective. The following risks could affect the
value of your investment in the Fund:
•Cybersecurity
Risk.
Cybersecurity incidents may allow an unauthorized party to gain access to Fund
assets, customer data (including private shareholder information), or
proprietary information, or cause the Fund, the Adviser, the Sub-Adviser and/or
other service providers (including custodians, transfer agents and financial
intermediaries) to suffer data breaches or data corruption. Additionally,
cybersecurity failures or breaches of the electronic systems of the Fund, the
Adviser, the Sub-Adviser or the Fund's other service providers, market makers,
Authorized Participants or the issuers of securities in which the Fund invests
have the ability to cause disruptions and negatively impact the Fund's business
operations, potentially resulting in financial losses to the Fund and its
shareholders. In an extreme case, a shareholder’s ability to redeem Fund shares
may be affected.
•Equity
Market Risk. The
equity securities held in the Fund’s portfolio may experience sudden,
unpredictable drops in value or long periods of decline in value. This may occur
because of factors that affect securities markets generally or factors affecting
specific issuers, industries, sectors or companies in which the Fund invests.
Common stocks are generally exposed to greater risk than other types of
securities, such as preferred stocks and debt obligations, because common
stockholders generally have inferior rights to receive payment from issuers.
•ETF
Risks.
The Fund is an ETF, and, as a result of its structure, it is exposed to the
following risks:
◦Authorized
Participants, Market Makers, and Liquidity Providers Concentration
Risk. The
Fund has a limited number of financial institutions that may act as Authorized
Participants (“APs”). In addition, there may be a limited number of market
makers and/or liquidity providers in the marketplace. To the extent either of
the following events occur, Shares may trade at a material discount to NAV and
possibly face delisting: (i) APs exit the business or otherwise become
unable to process creation and/or redemption orders and no other APs step
forward to perform these services, or (ii) market makers and/or liquidity
providers exit the business or significantly reduce their business activities
and no other entities step forward to perform their functions.
◦Costs
of Buying or Selling Shares.
Due to the costs of buying or selling Shares, including brokerage commissions
imposed by brokers and bid/ask spreads, frequent trading of Shares may
significantly reduce investment results and an investment in Shares may not be
advisable for investors who anticipate regularly making small
investments.
◦Shares
May Trade at Prices Other Than NAV. As
with all ETFs, Shares may be bought and sold in the secondary market at market
prices. Although it is expected that the market price of Shares will approximate
the Fund’s NAV, there may be times when the market price of Shares is more than
the NAV intra-day (premium) or less than the NAV intra-day (discount) due to
supply and demand of Shares or during periods of market volatility. This risk is
heightened in times of market volatility, periods of steep market declines, and
periods when there is limited trading activity for Shares in the secondary
market, in which case such premiums or discounts may be significant. Because
securities held by the Fund may trade on foreign exchanges that are closed when
the Fund’s primary listing exchange is open, the Fund is likely to experience
premiums or discounts greater than those of domestic ETFs.
◦Trading. Although
Shares are listed for trading on the NYSE Arca, Inc. (the “Exchange”) and may be
traded on U.S. exchanges other than the Exchange, there can be no assurance that
Shares will trade with any volume, or at all, on any stock exchange. In stressed
market conditions, the market for Shares may become less liquid in response to
deteriorating liquidity in the markets for the Fund’s underlying portfolio
holdings. This adverse effect on liquidity for the Shares could in turn lead to
differences between the market price of the Shares and the underlying value of
those shares.
•Growth
Investing Risk.
Growth stocks can be volatile for several reasons. Since those companies usually
invest a high portion of earnings in their businesses, they may lack the
dividends of value stocks that can cushion stock prices in a falling market. The
prices of growth stocks are based largely on projections of the issuer’s future
earnings and revenues. If a company’s earnings or revenues fall short of
expectations, its stock price may fall
dramatically.
•Large
Capitalization Risk. The
Fund’s investments in large capitalization companies may underperform other
segments of the market because large capitalization companies may be unable to
respond quickly to new competitive challenges, such as changes in technology and
consumer tastes, and may not be able to attain the high growth rate of
successful smaller companies, especially during extended periods of economic
expansion.
•Management
Risk. The
Fund is actively managed and may not meet its investment objective based on the
Adviser’s success or failure to implement investment strategies for the Fund.
•Market
Risk. The
trading prices of securities and other instruments fluctuate in response to a
variety of factors. These factors include events impacting the entire market or
specific market segments, such as political, market and economic developments,
as well as events that impact specific issuers. The Fund’s NAV and market price,
like security and commodity prices generally, may fluctuate significantly in
response to these and other factors. As a result, an investor could lose money
over short or long periods of time. Beginning in the first quarter of 2020,
financial markets in the United States and around the world experienced extreme
and in many cases unprecedented volatility and severe losses due to the COVID-19
pandemic. It is unknown how long circumstances related to the pandemic will
persist, whether they will reoccur in the future, whether efforts to support the
economy and financial markets will be successful, and what additional
implications may follow from the pandemic. The impact of these events and other
epidemics or pandemics in the future could adversely affect Fund
performance.
•Models
and Data Risk.
The Adviser may rely on proprietary models and analysis (“Models and Data”) to
make decisions about which securities to purchase or sell or the timing of such
transactions. If Models and Data prove to be incorrect or incomplete, any
decisions made in reliance thereon expose the Fund to potential risks. Some of
the models used to construct the Fund are predictive in nature. The use of
predictive models has inherent risks. For example, such models may incorrectly
forecast future behavior, leading to potential losses. In addition, in
unforeseen or certain low-probability scenarios (often involving a market
disruption of some kind), such models may produce unexpected results, which can
result in losses for the Fund. Furthermore, because predictive models are
usually constructed based on historical data supplied by third parties, the
success of relying on such models may depend heavily on the accuracy and
reliability of the supplied historical data.
•New
Fund Risk. The
Fund is a recently organized investment company with no operating history. As a
result, prospective investors have no track record or history on which to base
their investment decision.
•Non-Diversification
Risk.
Because the
Fund is “non-diversified,” it may invest a greater percentage of its assets in
the securities of a single issuer or a lesser number of issuers than if it was a
diversified fund. As a result, the Fund may be more exposed to the risks
associated with and developments affecting an individual issuer or a lesser
number of issuers than a fund that invests more widely. This may increase the
Fund’s volatility and cause the performance of a relatively small number of
issuers to have a greater impact on the Fund’s performance.
•Portfolio
Turnover Risk. Because the Fund may “turn over” some or
all of its portfolio frequently, the Fund may incur high levels of transaction
costs, performance that is lower than expected and potentially greater tax
exposure.
Performance
The Fund is
new and therefore does not have a performance history for a full calendar
year. In the future, performance information for the Fund will
be presented in this section. Updated performance information is available on
the Fund’s website at www.alpha-intelligent-strategies.com.
Portfolio
Management
|
|
|
|
|
|
Adviser |
Princeton
Fund Advisors, LLC |
Portfolio
Managers |
John
L. Sabre and Greg D. Anderson, each of whom has served as a portfolio
manager of the Fund since its inception in November 2021.
|
For
important information about the purchase and sale of Fund shares, tax
information and financial intermediary compensation, please turn to “Purchase
and Sale of Fund Shares, Taxes and Financial Intermediary Compensation” on page
21.
|
|
|
Alpha
Intelligent - Mid Cap Value ETF - FUND
SUMMARY |
Investment
Objective
The Alpha
Intelligent - Mid Cap Value ETF (the “Fund”) seeks to provide
total return.
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”). You
may pay other fees, such as brokerage commissions and other fees to financial
intermediaries, which are not reflected in the table and Example
below.
|
|
|
|
|
|
|
Shareholder
Fees
(fees
paid directly from your investment) |
None |
Annual
Fund Operating Expenses (expenses
that you pay each year as a percentage of the value of your
investment) |
Management
Fee |
0.85% |
Distribution
and/or Service (12b-1) Fees |
0.00% |
Other
Expenses*
|
0.00% |
Total
Annual Fund Operating Expenses |
0.85% |
|
* Estimated for
the current fiscal year.
Example
This Example is intended to help you compare the cost of investing
in the Fund with the cost of investing in other funds. The Example assumes that
you invest $10,000 in the Fund for the time periods indicated and then redeem
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 does not take into account brokerage commissions
that you may pay on your purchases and sales of Shares.
Although your
actual costs may be higher or lower, based on these assumptions your costs would
be:
|
|
|
|
|
|
1
Year: $87 |
3
Years:
$271 |
Portfolio
Turnover
The Fund pays transaction costs, such as commissions, when it buys
and sells securities (or “turns over” its portfolio). A higher portfolio
turnover rate may indicate higher transaction costs and may result in higher
taxes when Shares are held in a taxable account. These costs, which are not
reflected in the Total Annual Fund Operating Expenses or in the Example, affect
the Fund’s performance. Because the Fund is newly organized, portfolio turnover
information is not yet available.
Principal
Investment Strategies
The
Fund is an actively-managed exchange-traded Fund (“ETF”) that invests primarily
in equity securities of mid-capitalization companies, with a focus on value
stocks. A value stock is the stock of a company whose stock price may not
reflect the company’s intrinsic value, or that is temporarily out of favor.
Under normal circumstances, the Fund will invest at least 80% of its net assets,
plus borrowings for investment purposes, in common stock of mid-capitalization
companies. These companies have market capitalizations in the range of companies
in the Russell Midcap®
Value Index (the “Index”) at the time of purchase. As of September 30, 2021, the
market capitalization of companies in the Index ranged between $2 billion and
$10 billion.
In
seeking to achieve the Fund’s investment objective, Princeton Fund Advisers, LLC
(the “Adviser”), the Fund’s investment adviser, implements its alpha strategy to
seek to identify investment opportunities in which the performance of a
company’s stock will exceed that of the market over time. In selecting stocks
for the Fund, the Adviser combines its investment expertise with big data
analytics and powerful machine learning to seek to identify, evaluate, and
create a portfolio consisting of a consensus of high conviction positions held
by what the Adviser believes are top-performing, actively-managed mid-cap value
fund managers and certain funds managed by those managers. These funds are
screened by various objective risk and return metrics, including historical
monthly and annual performance, Sharpe ratios (a measure of risk adjusted
return), upside and downside capture ratios (a measure of performance against
the market when it is up and down, respectively), and performance drawdown (a
measure of downside volatility). “Big data analytics” is the use of advanced
analytic techniques to analyze and extract information from large and complex
data sets. “High conviction positions” are those positions in which the
identified managers are overweight in relation to their benchmarks. The Adviser
utilizes big data analytics to replicate those funds’ holdings and identify high
conviction positions. From this universe, the Adviser identifies consensus
agreement on high conviction stocks across the mutual funds, using analytics to
evaluate frequency of appearance and magnitude of conviction. From this, the
Adviser then selects stocks for the Fund, creating a portfolio consisting of
those high conviction positions.
The Adviser may sell a security
from the Fund’s portfolio if the security’s risk parameters outweigh its return
opportunities, more attractive alternatives are identified, or specific events
alter the security’s prospects. Under normal circumstances, the Fund’s portfolio
will consist of approximately 50 issuers, but it may at times consist of more or
less than 50 issuers, depending on the Adviser’s assessment of appropriate and
attractive investment opportunities. The Fund may engage in active and frequent
trading of portfolio securities in implementing its principal investment
strategies.
The Fund is classified as a
“non-diversified” investment company under the Investment Company Act of 1940,
as amended (the “1940 Act”).
Principal
Investment Risks
The
principal risks of investing in the Fund are summarized below. The
principal risks are presented in alphabetical order to facilitate finding
particular risks and comparing them with those of other funds. Each risk
summarized below is considered a “principal risk” of investing in the Fund,
regardless of the order in which it appears. As with any
investment, there is a risk that you could lose all or a portion of your
investment in the Fund. Some or all of these risks may adversely
affect the Fund’s net asset value (“NAV”), trading price, yield, total return
and/or ability to meet its objective. The following risks could affect the
value of your investment in the Fund:
•Cybersecurity
Risk.
Cybersecurity incidents may allow an unauthorized party to gain access to Fund
assets, customer data (including private shareholder information), or
proprietary information, or cause the Fund, the Adviser, the Sub-Adviser and/or
other service providers (including custodians, transfer agents and financial
intermediaries) to suffer data breaches or data corruption. Additionally,
cybersecurity failures or breaches of the electronic systems of the Fund, the
Adviser, the Sub-Adviser or the Fund's other service providers, market makers,
Authorized Participants or the issuers of securities in which the Fund invests
have the ability to cause disruptions and negatively impact the Fund's business
operations, potentially resulting in financial losses to the Fund and its
shareholders. In an extreme case, a shareholder’s ability to redeem Fund shares
may be affected.
•Equity
Market Risk. The
equity securities held in the Fund’s portfolio may experience sudden,
unpredictable drops in value or long periods of decline in value. This may occur
because of factors that affect securities markets generally or factors affecting
specific issuers, industries, sectors or companies in which the Fund invests.
Common stocks are generally exposed to greater risk than other types of
securities, such as preferred stocks and debt obligations, because common
stockholders generally have inferior rights to receive payment from issuers.
•ETF
Risks.
The Fund is an ETF, and, as a result of its structure, it is exposed to the
following risks:
◦Authorized
Participants, Market Makers, and Liquidity Providers Concentration
Risk. The
Fund has a limited number of financial institutions that may act as Authorized
Participants (“APs”). In addition, there may be a limited number of market
makers and/or liquidity providers in the marketplace. To the extent either of
the following events occur, Shares may trade at a material discount to NAV and
possibly face delisting: (i) APs exit the business or otherwise become
unable to process creation and/or redemption orders and no other APs step
forward to perform these services, or (ii) market makers and/or liquidity
providers exit the business or significantly reduce their business activities
and no other entities step forward to perform their functions.
◦Costs
of Buying or Selling Shares.
Due to the costs of buying or selling Shares, including brokerage commissions
imposed by brokers and bid/ask spreads, frequent trading of Shares may
significantly reduce investment results and an investment in Shares may not be
advisable for investors who anticipate regularly making small
investments.
◦Shares
May Trade at Prices Other Than NAV. As
with all ETFs, Shares may be bought and sold in the secondary market at market
prices. Although it is expected that the market price of Shares will approximate
the Fund’s NAV, there may be times when the market price of Shares is more than
the NAV intra-day (premium) or less than the NAV intra-day (discount) due to
supply and demand of Shares or during periods of market volatility. This risk is
heightened in times of market volatility, periods of steep market declines, and
periods when there is limited trading activity for Shares in the secondary
market, in which case such premiums or discounts may be significant. Because
securities held by the Fund may trade on foreign exchanges that are closed when
the Fund’s primary listing exchange is open, the Fund is likely to experience
premiums or discounts greater than those of domestic ETFs.
◦Trading. Although
Shares are listed for trading on the NYSE Arca, Inc. (the “Exchange”) and may be
traded on U.S. exchanges other than the Exchange, there can be no assurance that
Shares will trade with any volume, or at all, on any stock exchange. In stressed
market conditions, the market for Shares may become less liquid in response to
deteriorating liquidity in the markets for the Fund’s underlying portfolio
holdings. This adverse effect on liquidity for the Shares could in turn lead to
differences between the market price of the Shares and the underlying value of
those shares.
•Management
Risk. The
Fund is actively managed and may not meet its investment objective based on the
Adviser’s success or failure to implement investment strategies for the Fund.
•Market
Risk. The
trading prices of securities and other instruments fluctuate in response to a
variety of factors. These factors include events impacting the entire market or
specific market segments, such as political, market and economic developments,
as
well
as events that impact specific issuers. The Fund’s NAV and market price, like
security and commodity prices generally, may fluctuate significantly in response
to these and other factors. As a result, an investor could lose money over short
or long periods of time. Beginning in the first quarter of 2020, financial
markets in the United States and around the world experienced extreme and in
many cases unprecedented volatility and severe losses due to the COVID-19
pandemic. It is unknown how long circumstances related to the pandemic will
persist, whether they will reoccur in the future, whether efforts to support the
economy and financial markets will be successful, and what additional
implications may follow from the pandemic. The impact of these events and other
epidemics or pandemics in the future could adversely affect Fund
performance.
•Mid-Capitalization
Risk. The
securities of mid-capitalization companies may be more vulnerable to adverse
issuer, market, political, or economic developments than securities of
large-capitalization companies. The securities of mid-capitalization companies
generally trade in lower volumes and are subject to greater and more
unpredictable price changes than large capitalization stocks or the stock market
as a whole.
•Models
and Data Risk.
The Adviser may rely on proprietary models and analysis (“Models and Data”) to
make decisions about which securities to purchase or sell or the timing of such
transactions. If Models and Data prove to be incorrect or incomplete, any
decisions made in reliance thereon expose the Fund to potential risks. Some of
the models used to construct the Fund are predictive in nature. The use of
predictive models has inherent risks. For example, such models may incorrectly
forecast future behavior, leading to potential losses. In addition, in
unforeseen or certain low-probability scenarios (often involving a market
disruption of some kind), such models may produce unexpected results, which can
result in losses for the Fund. Furthermore, because predictive models are
usually constructed based on historical data supplied by third parties, the
success of relying on such models may depend heavily on the accuracy and
reliability of the supplied historical data.
•New
Fund Risk. The
Fund is a recently organized investment company with no operating history. As a
result, prospective investors have no track record or history on which to base
their investment decision.
•Non-Diversification
Risk.
Because the
Fund is “non-diversified,” it may invest a greater percentage of its assets in
the securities of a single issuer or a lesser number of issuers than if it was a
diversified fund. As a result, the Fund may be more exposed to the risks
associated with and developments affecting an individual issuer or a lesser
number of issuers than a fund that invests more widely. This may increase the
Fund’s volatility and cause the performance of a relatively small number of
issuers to have a greater impact on the Fund’s performance.
•Portfolio
Turnover Risk.
Because the Fund may “turn over” some or all of its portfolio frequently, the
Fund may incur high levels of transaction costs, performance that is lower than
expected and potentially greater tax exposure.
•Value
Investing Risk.
Because the Fund may utilize a value style of investing, the Fund could suffer
losses or produce poor results relative to other funds, even in a rising market,
if the Adviser’s assessment of a company’s value or prospects for exceeding
earnings expectations or market conditions is
incorrect.
Performance
The Fund is
new and therefore does not have a performance history for a full calendar
year. In the future, performance information for the Fund will
be presented in this section. Updated performance information is available on
the Fund’s website at www.alpha-intelligent-strategies.com.
Portfolio
Management
|
|
|
|
|
|
Adviser |
Princeton
Fund Advisors, LLC |
Portfolio
Managers |
John
L. Sabre and Greg D. Anderson, each of whom has served as a portfolio
manager of the Fund since its inception in November 2021.
|
For
important information about the purchase and sale of Fund shares, tax
information and financial intermediary compensation, please turn to “Purchase
and Sale of Fund Shares, Taxes and Financial Intermediary Compensation” on page
21.
|
|
|
Alpha
Intelligent - Mid Cap Growth ETF - FUND
SUMMARY |
Investment
Objective
The Alpha
Intelligent - Mid Cap Growth ETF (the “Fund”) seeks to provide
total return.
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”). You
may pay other fees, such as brokerage commissions and other fees to financial
intermediaries, which are not reflected in the table and Example
below.
|
|
|
|
|
|
|
Shareholder
Fees
(fees
paid directly from your investment) |
None |
Annual
Fund Operating Expenses (expenses
that you pay each year as a percentage of the value of your
investment) |
Management
Fee |
0.85% |
Distribution
and/or Service (12b-1) Fees |
0.00% |
Other
Expenses*
|
0.00% |
Total
Annual Fund Operating Expenses |
0.85% |
|
*Estimated for
the current fiscal year.
Example
This Example is intended to help you compare the cost of investing
in the Fund with the cost of investing in other funds. The Example assumes that
you invest $10,000 in the Fund for the time periods indicated and then redeem
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 does not take into account brokerage commissions
that you may pay on your purchases and sales of Shares.
Although your
actual costs may be higher or lower, based on these assumptions your costs would
be:
|
|
|
|
|
|
1
Year: $87 |
3
Years:
$271 |
Portfolio
Turnover
The Fund pays transaction costs, such as commissions, when it buys
and sells securities (or “turns over” its portfolio). A higher portfolio
turnover rate may indicate higher transaction costs and may result in higher
taxes when Shares are held in a taxable account. These costs, which are not
reflected in the Total Annual Fund Operating Expenses or in the Example, affect
the Fund’s performance. Because the Fund is newly organized, portfolio turnover
information is not yet available.
Principal
Investment Strategies
The
Fund is an actively-managed exchange-traded Fund (“ETF”) that invests primarily
in equity securities of mid-capitalization companies, with a focus on growth
potential. A growth stock is the stock of a company that generates substantial
and sustainable positive cash flow and whose revenues and earnings are expected
to increase at a faster rate than the average company within the same industry.
Under normal circumstances, the Fund will invest at least 80% of its net assets,
plus borrowings for investment purposes, in common stock of mid-capitalization
companies. These companies have market capitalizations in the range of companies
in the Russell Midcap®
Growth Index (the “Index”) at the time of purchase. As of September 30, 2021,
the market capitalization of companies in the Index ranged between $2 billion
and $10 billion.
In
seeking to achieve the Fund’s investment objective, Princeton Fund Advisers, LLC
(the “Adviser”), the Fund’s investment adviser, implements its alpha strategy to
seek to identify investment opportunities in which the performance of a
company’s stock will exceed that of the market over time. In selecting stocks
for the Fund, the Adviser combines its investment expertise with big data
analytics and powerful machine learning to seek to identify, evaluate, and
create a portfolio consisting of a consensus of high conviction positions held
by what the Adviser believes are top-performing, actively-managed mid-cap growth
fund managers and certain funds managed by those managers. These funds are
screened by various objective risk and return metrics, including historical
monthly and annual performance, Sharpe ratios (a measure of risk adjusted
return), upside and downside capture ratios (a measure of performance against
the market when it is up and down, respectively), and performance drawdown (a
measure of downside volatility). “Big data analytics” is the use of advanced
analytic techniques to analyze and extract information from large and complex
data sets. “High conviction positions” are those positions in which the
identified managers are overweight in relation to their benchmarks. The Adviser
utilizes big data analytics to replicate those funds’ holdings and identify high
conviction positions. From this universe, the Adviser identifies consensus
agreement on high conviction stocks across the mutual funds, using analytics to
evaluate frequency of appearance and magnitude of conviction. From this, the
Adviser then selects stocks for the Fund, creating a portfolio consisting of
those high conviction positions.
The Adviser may sell a security
from the Fund’s portfolio if the security’s risk parameters outweigh its return
opportunities, more attractive alternatives are identified, or specific events
alter the security’s prospects. Under normal circumstances, the Fund’s portfolio
will consist of approximately 50 issuers, but it may at times consist of more or
less than 50 issuers, depending on the Adviser’s assessment of appropriate and
attractive investment opportunities. The Fund may engage in active and frequent
trading of portfolio securities in implementing its principal investment
strategies.
The Fund is classified as a
“non-diversified” investment company under the Investment Company Act of 1940,
as amended (the “1940 Act”).
Principal
Investment Risks
The
principal risks of investing in the Fund are summarized below. The
principal risks are presented in alphabetical order to facilitate finding
particular risks and comparing them with those of other funds. Each risk
summarized below is considered a “principal risk” of investing in the Fund,
regardless of the order in which it appears. As with any
investment, there is a risk that you could lose all or a portion of your
investment in the Fund. Some or all of these risks may adversely
affect the Fund’s net asset value (“NAV”), trading price, yield, total return
and/or ability to meet its objective. The following risks could affect the
value of your investment in the Fund:
•Cybersecurity
Risk.
Cybersecurity incidents may allow an unauthorized party to gain access to Fund
assets, customer data (including private shareholder information), or
proprietary information, or cause the Fund, the Adviser, the Sub-Adviser and/or
other service providers (including custodians, transfer agents and financial
intermediaries) to suffer data breaches or data corruption. Additionally,
cybersecurity failures or breaches of the electronic systems of the Fund, the
Adviser, the Sub-Adviser or the Fund's other service providers, market makers,
Authorized Participants or the issuers of securities in which the Fund invests
have the ability to cause disruptions and negatively impact the Fund's business
operations, potentially resulting in financial losses to the Fund and its
shareholders. In an extreme case, a shareholder’s ability to redeem Fund shares
may be affected.
•Equity
Market Risk. The
equity securities held in the Fund’s portfolio may experience sudden,
unpredictable drops in value or long periods of decline in value. This may occur
because of factors that affect securities markets generally or factors affecting
specific issuers, industries, sectors or companies in which the Fund invests.
Common stocks are generally exposed to greater risk than other types of
securities, such as preferred stocks and debt obligations, because common
stockholders generally have inferior rights to receive payment from issuers.
•ETF
Risks.
The Fund is an ETF, and, as a result of its structure, it is exposed to the
following risks:
◦Authorized
Participants, Market Makers, and Liquidity Providers Concentration
Risk. The
Fund has a limited number of financial institutions that may act as Authorized
Participants (“APs”). In addition, there may be a limited number of market
makers and/or liquidity providers in the marketplace. To the extent either of
the following events occur, Shares may trade at a material discount to NAV and
possibly face delisting: (i) APs exit the business or otherwise become
unable to process creation and/or redemption orders and no other APs step
forward to perform these services, or (ii) market makers and/or liquidity
providers exit the business or significantly reduce their business activities
and no other entities step forward to perform their functions.
◦Costs
of Buying or Selling Shares.
Due to the costs of buying or selling Shares, including brokerage commissions
imposed by brokers and bid/ask spreads, frequent trading of Shares may
significantly reduce investment results and an investment in Shares may not be
advisable for investors who anticipate regularly making small
investments.
◦Shares
May Trade at Prices Other Than NAV. As
with all ETFs, Shares may be bought and sold in the secondary market at market
prices. Although it is expected that the market price of Shares will approximate
the Fund’s NAV, there may be times when the market price of Shares is more than
the NAV intra-day (premium) or less than the NAV intra-day (discount) due to
supply and demand of Shares or during periods of market volatility. This risk is
heightened in times of market volatility, periods of steep market declines, and
periods when there is limited trading activity for Shares in the secondary
market, in which case such premiums or discounts may be significant. Because
securities held by the Fund may trade on foreign exchanges that are closed when
the Fund’s primary listing exchange is open, the Fund is likely to experience
premiums or discounts greater than those of domestic ETFs.
◦Trading. Although
Shares are listed for trading on the NYSE Arca, Inc. (the “Exchange”) and may be
traded on U.S. exchanges other than the Exchange, there can be no assurance that
Shares will trade with any volume, or at all, on any stock exchange. In stressed
market conditions, the market for Shares may become less liquid in response to
deteriorating liquidity in the markets for the Fund’s underlying portfolio
holdings. This adverse effect on liquidity for the Shares could in turn lead to
differences between the market price of the Shares and the underlying value of
those shares.
•Growth
Investing Risk.
Growth stocks can be volatile for several reasons. Since those companies usually
invest a high portion of earnings in their businesses, they may lack the
dividends of value stocks that can cushion stock prices in a falling market. The
prices of growth stocks are based largely on projections of the issuer’s future
earnings and revenues. If a company’s earnings or revenues fall short of
expectations, its stock price may fall
dramatically.
•Management
Risk. The
Fund is actively managed and may not meet its investment objective based on the
Adviser’s success or failure to implement investment strategies for the Fund.
•Market
Risk. The
trading prices of securities and other instruments fluctuate in response to a
variety of factors. These factors include events impacting the entire market or
specific market segments, such as political, market and economic developments,
as well as events that impact specific issuers. The Fund’s NAV and market price,
like security and commodity prices generally, may fluctuate significantly in
response to these and other factors. As a result, an investor could lose money
over short or long periods of time. Beginning in the first quarter of 2020,
financial markets in the United States and around the world experienced extreme
and in many cases unprecedented volatility and severe losses due to the COVID-19
pandemic. It is unknown how long circumstances related to the pandemic will
persist, whether they will reoccur in the future, whether efforts to support the
economy and financial markets will be successful, and what additional
implications may follow from the pandemic. The impact of these events and other
epidemics or pandemics in the future could adversely affect Fund
performance.
•Mid-Capitalization
Risk. The
securities of mid-capitalization companies may be more vulnerable to adverse
issuer, market, political, or economic developments than securities of
large-capitalization companies. The securities of mid-capitalization companies
generally trade in lower volumes and are subject to greater and more
unpredictable price changes than large capitalization stocks or the stock market
as a whole.
•Models
and Data Risk.
The Adviser may rely on proprietary models and analysis (“Models and Data”) to
make decisions about which securities to purchase or sell or the timing of such
transactions. If Models and Data prove to be incorrect or incomplete, any
decisions made in reliance thereon expose the Fund to potential risks. Some of
the models used to construct the Fund are predictive in nature. The use of
predictive models has inherent risks. For example, such models may incorrectly
forecast future behavior, leading to potential losses. In addition, in
unforeseen or certain low-probability scenarios (often involving a market
disruption of some kind), such models may produce unexpected results, which can
result in losses for the Fund. Furthermore, because predictive models are
usually constructed based on historical data supplied by third parties, the
success of relying on such models may depend heavily on the accuracy and
reliability of the supplied historical data.
•New
Fund Risk. The
Fund is a recently organized investment company with no operating history. As a
result, prospective investors have no track record or history on which to base
their investment decision.
•Non-Diversification
Risk.
Because the
Fund is “non-diversified,” it may invest a greater percentage of its assets in
the securities of a single issuer or a lesser number of issuers than if it was a
diversified fund. As a result, the Fund may be more exposed to the risks
associated with and developments affecting an individual issuer or a lesser
number of issuers than a fund that invests more widely. This may increase the
Fund’s volatility and cause the performance of a relatively small number of
issuers to have a greater impact on the Fund’s performance.
•Portfolio
Turnover Risk. Because the Fund may “turn over” some or
all of its portfolio frequently, the Fund may incur high levels of transaction
costs, performance that is lower than expected and potentially greater tax
exposure.
Performance
The Fund is
new and therefore does not have a performance history for a full calendar
year. In the future, performance information for the Fund will
be presented in this section. Updated performance information is available on
the Fund’s website at www.alpha-intelligent-strategies.com.
Portfolio
Management
|
|
|
|
|
|
Adviser |
Princeton
Fund Advisors, LLC |
Portfolio
Managers |
John
L. Sabre and Greg D. Anderson, each of whom has served as a portfolio
manager of the Fund since its inception in November 2021.
|
For
important information about the purchase and sale of Fund shares, tax
information and financial intermediary compensation, please turn to “Purchase
and Sale of Fund Shares, Taxes and Financial Intermediary Compensation” on page
21.
|
|
|
Alpha
Intelligent - Small Cap Value ETF - FUND
SUMMARY |
Investment
Objective
The Alpha
Intelligent - Small Cap Value ETF (the “Fund”) seeks to provide
total return.
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”). You
may pay other fees, such as brokerage commissions and other fees to financial
intermediaries, which are not reflected in the table and Example
below.
|
|
|
|
|
|
|
Shareholder
Fees
(fees
paid directly from your investment) |
None |
Annual
Fund Operating Expenses (expenses
that you pay each year as a percentage of the value of your
investment) |
Management
Fee |
0.85% |
Distribution
and/or Service (12b-1) Fees |
0.00% |
Other
Expenses*
|
0.00% |
Total
Annual Fund Operating Expenses |
0.85% |
|
*Estimated for
the current fiscal year.
Example
This Example is intended to help you compare the cost of investing
in the Fund with the cost of investing in other funds. The Example assumes that
you invest $10,000 in the Fund for the time periods indicated and then redeem
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 does not take into account brokerage commissions
that you may pay on your purchases and sales of Shares.
Although your
actual costs may be higher or lower, based on these assumptions your costs would
be:
|
|
|
|
|
|
1
Year: $87 |
3
Years:
$271 |
Portfolio
Turnover
The Fund pays transaction costs, such as commissions, when it buys
and sells securities (or “turns over” its portfolio). A higher portfolio
turnover rate may indicate higher transaction costs and may result in higher
taxes when Shares are held in a taxable account. These costs, which are not
reflected in the Total Annual Fund Operating Expenses or in the Example, affect
the Fund’s performance. Because the Fund is newly organized, portfolio turnover
information is not yet available.
Principal
Investment Strategies
The
Fund is an actively-managed exchange-traded Fund (“ETF”) that invests primarily
in equity securities of small capitalization companies, with a focus on value
stocks. A value stock is the stock of a company whose stock price may not
reflect the company’s intrinsic value, or that is temporarily out of favor.
Under normal circumstances, the Fund will invest at least 80% of its net assets,
plus borrowings for investment purposes, in common stock of small capitalization
companies. These companies have market capitalizations in the range of companies
in the Russell 2000®
Value Index (the “Index”) at the time of purchase. As of September 30, 2021, the
market capitalization of companies in the Index ranged between $300 million and
$2 billion.
In
seeking to achieve the Fund’s investment objective, Princeton Fund Advisers, LLC
(the “Adviser”), the Fund’s investment adviser, implements its alpha strategy to
seek to identify investment opportunities in which the performance of a
company’s stock will exceed that of the market over time. In selecting stocks
for the Fund, the Adviser combines its investment expertise with big data
analytics and powerful machine learning to seek to identify, evaluate, and
create a portfolio consisting of a consensus of high conviction positions held
by what the Adviser believes are top-performing, actively-managed small-cap
value fund managers and certain funds managed by those managers. These funds are
screened by various objective risk and return metrics, including historical
monthly and annual performance, Sharpe ratios (a measure of risk adjusted
return), upside and downside capture ratios (a measure of performance against
the market when it is up and down, respectively), and performance drawdown (a
measure of downside volatility). “Big data analytics” is the use of advanced
analytic techniques to analyze and extract information from large and complex
data sets. “High conviction positions” are those positions in which the
identified managers are overweight in relation to their benchmarks. The Adviser
utilizes big data analytics to replicate those funds’ holdings and identify high
conviction positions. From this universe, the Adviser identifies consensus
agreement on high conviction stocks across the mutual funds, using analytics to
evaluate frequency of appearance and magnitude of conviction. From this, the
Adviser then selects stocks for the Fund, creating a portfolio consisting of
those high conviction positions.
The Adviser may sell a security
from the Fund’s portfolio if the security’s risk parameters outweigh its return
opportunities, more attractive alternatives are identified, or specific events
alter the security’s prospects. Under normal circumstances, the Fund’s portfolio
will consist of approximately 50 issuers, but it may at times consist of more or
less than 50 issuers, depending on the Adviser’s assessment of appropriate and
attractive investment opportunities. The Fund may engage in active and frequent
trading of portfolio securities in implementing its principal investment
strategies.
The Fund is classified as a
“non-diversified” investment company under the Investment Company Act of 1940,
as amended (the “1940 Act”).
Principal
Investment Risks
The
principal risks of investing in the Fund are summarized below. The
principal risks are presented in alphabetical order to facilitate finding
particular risks and comparing them with those of other funds. Each risk
summarized below is considered a “principal risk” of investing in the Fund,
regardless of the order in which it appears. As with any
investment, there is a risk that you could lose all or a portion of your
investment in the Fund. Some or all of these risks may adversely
affect the Fund’s net asset value (“NAV”), trading price, yield, total return
and/or ability to meet its objective. The following risks could affect the
value of your investment in the Fund:
•Cybersecurity
Risk.
Cybersecurity incidents may allow an unauthorized party to gain access to Fund
assets, customer data (including private shareholder information), or
proprietary information, or cause the Fund, the Adviser, the Sub-Adviser and/or
other service providers (including custodians, transfer agents and financial
intermediaries) to suffer data breaches or data corruption. Additionally,
cybersecurity failures or breaches of the electronic systems of the Fund, the
Adviser, the Sub-Adviser or the Fund's other service providers, market makers,
Authorized Participants or the issuers of securities in which the Fund invests
have the ability to cause disruptions and negatively impact the Fund's business
operations, potentially resulting in financial losses to the Fund and its
shareholders. In an extreme case, a shareholder’s ability to redeem Fund shares
may be affected.
•Equity
Market Risk. The
equity securities held in the Fund’s portfolio may experience sudden,
unpredictable drops in value or long periods of decline in value. This may occur
because of factors that affect securities markets generally or factors affecting
specific issuers, industries, sectors or companies in which the Fund invests.
Common stocks are generally exposed to greater risk than other types of
securities, such as preferred stocks and debt obligations, because common
stockholders generally have inferior rights to receive payment from issuers.
•ETF
Risks.
The Fund is an ETF, and, as a result of its structure, it is exposed to the
following risks:
◦Authorized
Participants, Market Makers, and Liquidity Providers Concentration
Risk. The
Fund has a limited number of financial institutions that may act as Authorized
Participants (“APs”). In addition, there may be a limited number of market
makers and/or liquidity providers in the marketplace. To the extent either of
the following events occur, Shares may trade at a material discount to NAV and
possibly face delisting: (i) APs exit the business or otherwise become
unable to process creation and/or redemption orders and no other APs step
forward to perform these services, or (ii) market makers and/or liquidity
providers exit the business or significantly reduce their business activities
and no other entities step forward to perform their functions.
◦Costs
of Buying or Selling Shares.
Due to the costs of buying or selling Shares, including brokerage commissions
imposed by brokers and bid/ask spreads, frequent trading of Shares may
significantly reduce investment results and an investment in Shares may not be
advisable for investors who anticipate regularly making small
investments.
◦Shares
May Trade at Prices Other Than NAV. As
with all ETFs, Shares may be bought and sold in the secondary market at market
prices. Although it is expected that the market price of Shares will approximate
the Fund’s NAV, there may be times when the market price of Shares is more than
the NAV intra-day (premium) or less than the NAV intra-day (discount) due to
supply and demand of Shares or during periods of market volatility. This risk is
heightened in times of market volatility, periods of steep market declines, and
periods when there is limited trading activity for Shares in the secondary
market, in which case such premiums or discounts may be significant. Because
securities held by the Fund may trade on foreign exchanges that are closed when
the Fund’s primary listing exchange is open, the Fund is likely to experience
premiums or discounts greater than those of domestic ETFs.
◦Trading. Although
Shares are listed for trading on the NYSE Arca, Inc. (the “Exchange”) and may be
traded on U.S. exchanges other than the Exchange, there can be no assurance that
Shares will trade with any volume, or at all, on any stock exchange. In stressed
market conditions, the market for Shares may become less liquid in response to
deteriorating liquidity in the markets for the Fund’s underlying portfolio
holdings. This adverse effect on liquidity for the Shares could in turn lead to
differences between the market price of the Shares and the underlying value of
those shares.
•Management
Risk. The
Fund is actively managed and may not meet its investment objective based on the
Adviser’s success or failure to implement investment strategies for the Fund.
•Market
Risk. The
trading prices of securities and other instruments fluctuate in response to a
variety of factors. These factors include events impacting the entire market or
specific market segments, such as political, market and economic developments,
as
well
as events that impact specific issuers. The Fund’s NAV and market price, like
security and commodity prices generally, may fluctuate significantly in response
to these and other factors. As a result, an investor could lose money over short
or long periods of time. Beginning in the first quarter of 2020, financial
markets in the United States and around the world experienced extreme and in
many cases unprecedented volatility and severe losses due to the COVID-19
pandemic. It is unknown how long circumstances related to the pandemic will
persist, whether they will reoccur in the future, whether efforts to support the
economy and financial markets will be successful, and what additional
implications may follow from the pandemic. The impact of these events and other
epidemics or pandemics in the future could adversely affect Fund
performance.
•Models
and Data Risk.
The Adviser may rely on proprietary models and analysis (“Models and Data”) to
make decisions about which securities to purchase or sell or the timing of such
transactions. If Models and Data prove to be incorrect or incomplete, any
decisions made in reliance thereon expose the Fund to potential risks. Some of
the models used to construct the Fund are predictive in nature. The use of
predictive models has inherent risks. For example, such models may incorrectly
forecast future behavior, leading to potential losses. In addition, in
unforeseen or certain low-probability scenarios (often involving a market
disruption of some kind), such models may produce unexpected results, which can
result in losses for the Fund. Furthermore, because predictive models are
usually constructed based on historical data supplied by third parties, the
success of relying on such models may depend heavily on the accuracy and
reliability of the supplied historical data.
•New
Fund Risk. The
Fund is a recently organized investment company with no operating history. As a
result, prospective investors have no track record or history on which to base
their investment decision.
•Non-Diversification
Risk.
Because the
Fund is “non-diversified,” it may invest a greater percentage of its assets in
the securities of a single issuer or a lesser number of issuers than if it was a
diversified fund. As a result, the Fund may be more exposed to the risks
associated with and developments affecting an individual issuer or a lesser
number of issuers than a fund that invests more widely. This may increase the
Fund’s volatility and cause the performance of a relatively small number of
issuers to have a greater impact on the Fund’s performance.
•Portfolio
Turnover Risk.
Because the Fund may “turn over” some or all of its portfolio frequently, the
Fund may incur high levels of transaction costs, performance that is lower than
expected and potentially greater tax exposure.
•Small-Capitalization
Risk.
The securities of small-capitalization companies may be more vulnerable to
adverse issuer, market, political, or economic developments than securities of
large- or mid-capitalization companies. The securities of small-capitalization
companies generally trade in lower volumes and are subject to greater and more
unpredictable price changes than large- or mid-capitalization stocks or the
stock market as a whole. There is typically less publicly available information
concerning smaller-capitalization companies than for larger, more established
companies.
•Value
Investing Risk.
Because the Fund may utilize a value style of investing, the Fund could suffer
losses or produce poor results relative to other funds, even in a rising market,
if the Adviser’s assessment of a company’s value or prospects for exceeding
earnings expectations or market conditions is
incorrect.
Performance
The Fund is
new and therefore does not have a performance history for a full calendar
year. In the future, performance information for the Fund will
be presented in this section. Updated performance information is available on
the Fund’s website at www.alpha-intelligent-strategies.com.
Portfolio
Management
|
|
|
|
|
|
Adviser |
Princeton
Fund Advisors, LLC |
Portfolio
Managers |
John
L. Sabre and Greg D. Anderson, each of whom has served as a portfolio
manager of the Fund since its inception in November 2021.
|
For
important information about the purchase and sale of Fund shares, tax
information and financial intermediary compensation, please turn to “Purchase
and Sale of Fund Shares, Taxes and Financial Intermediary Compensation” on page
21.
|
|
|
Alpha
Intelligent - Small Cap Growth ETF - FUND
SUMMARY |
Investment
Objective
The Alpha
Intelligent - Small Cap Growth ETF (the “Fund”) seeks to provide
total return.
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”). You
may pay other fees, such as brokerage commissions and other fees to financial
intermediaries, which are not reflected in the table and Example
below.
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Shareholder
Fees
(fees
paid directly from your investment) |
None |
Annual
Fund Operating Expenses (expenses
that you pay each year as a percentage of the value of your
investment) |
Management
Fee |
0.85% |
Distribution
and/or Service (12b-1) Fees |
0.00% |
Other
Expenses*
|
0.00% |
Total
Annual Fund Operating Expenses |
0.85% |
|
*Estimated for
the current fiscal year.
Example
This Example is intended to help you compare the cost of investing
in the Fund with the cost of investing in other funds. The Example assumes that
you invest $10,000 in the Fund for the time periods indicated and then redeem
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 does not take into account brokerage commissions
that you may pay on your purchases and sales of Shares.
Although your
actual costs may be higher or lower, based on these assumptions your costs would
be:
|
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|
|
1
Year: $87 |
3
Years:
$271 |
Portfolio
Turnover
The Fund pays transaction costs, such as commissions, when it buys
and sells securities (or “turns over” its portfolio). A higher portfolio
turnover rate may indicate higher transaction costs and may result in higher
taxes when Shares are held in a taxable account. These costs, which are not
reflected in the Total Annual Fund Operating Expenses or in the Example, affect
the Fund’s performance. Because the Fund is newly organized, portfolio turnover
information is not yet available.
Principal
Investment Strategies
The
Fund is an actively-managed exchange-traded Fund (“ETF”) that invests primarily
in equity securities of small capitalization companies, with a focus on growth
potential. A growth stock is the stock of a company that generates substantial
and sustainable positive cash flow and whose revenues and earnings are expected
to increase at a faster rate than the average company within the same industry.
Under normal circumstances, the Fund will invest at least 80% of its net assets
in common stocks of small capitalization companies. These companies have market
capitalizations in the range of companies in the Russell 2000®
Growth Index (the “Index”) at the time of purchase. As of September 30, 2021,
the market capitalization of companies in the Index ranged between $300 million
and $2 billion.
In
seeking to achieve the Fund’s investment objective, Princeton Fund Advisers, LLC
(the “Adviser”), the Fund’s investment adviser, implements its alpha strategy to
seek to identify investment opportunities in which the performance of a
company’s stock will exceed that of the market over time. In selecting stocks
for the Fund, the Adviser combines its investment expertise with big data
analytics and powerful machine learning to seek to identify, evaluate, and
create a portfolio consisting of a consensus of high conviction positions held
by what the Adviser believes are top-performing, actively-managed small-cap
growth fund managers and certain funds managed by those managers. These funds
are screened by various objective risk and return metrics, including historical
monthly and annual performance, Sharpe ratios (a measure of risk adjusted
return), upside and downside capture ratios (a measure of performance against
the market when it is up and down, respectively), and performance drawdown (a
measure of downside volatility). “Big data analytics” is the use of advanced
analytic techniques to analyze and extract information from large and complex
data sets. “High conviction positions” are those positions in which the
identified managers are overweight in relation to their benchmarks. The Adviser
utilizes big data analytics to replicate those funds’ holdings and identify high
conviction positions. From this universe, the Adviser identifies consensus
agreement on high conviction stocks across the mutual funds, using analytics to
evaluate frequency of appearance and magnitude of conviction. From this, the
Adviser then selects stocks for the Fund, creating a portfolio consisting of
those high conviction positions.
The Adviser may sell a security
from the Fund’s portfolio if the security’s risk parameters outweigh its return
opportunities, more attractive alternatives are identified, or specific events
alter the security’s prospects. Under normal circumstances, the Fund’s portfolio
will consist of approximately 50 issuers, but it may at times consist of more or
less than 50 issuers, depending on the Adviser’s assessment of appropriate and
attractive investment opportunities. The Fund may engage in active and frequent
trading of portfolio securities in implementing its principal investment
strategies.
The Fund is classified as a
“non-diversified” investment company under the Investment Company Act of 1940,
as amended (the “1940 Act”).
Principal
Investment Risks
The
principal risks of investing in the Fund are summarized below. The
principal risks are presented in alphabetical order to facilitate finding
particular risks and comparing them with those of other funds. Each risk
summarized below is considered a “principal risk” of investing in the Fund,
regardless of the order in which it appears. As with any
investment, there is a risk that you could lose all or a portion of your
investment in the Fund. Some or all of these risks may adversely
affect the Fund’s net asset value (“NAV”), trading price, yield, total return
and/or ability to meet its objective. The following risks could affect the
value of your investment in the Fund:
•Cybersecurity
Risk.
Cybersecurity incidents may allow an unauthorized party to gain access to Fund
assets, customer data (including private shareholder information), or
proprietary information, or cause the Fund, the Adviser, the Sub-Adviser and/or
other service providers (including custodians, transfer agents and financial
intermediaries) to suffer data breaches or data corruption. Additionally,
cybersecurity failures or breaches of the electronic systems of the Fund, the
Adviser, the Sub-Adviser or the Fund's other service providers, market makers,
Authorized Participants or the issuers of securities in which the Fund invests
have the ability to cause disruptions and negatively impact the Fund's business
operations, potentially resulting in financial losses to the Fund and its
shareholders. In an extreme case, a shareholder’s ability to redeem Fund shares
may be affected.
•Equity
Market Risk. The
equity securities held in the Fund’s portfolio may experience sudden,
unpredictable drops in value or long periods of decline in value. This may occur
because of factors that affect securities markets generally or factors affecting
specific issuers, industries, sectors or companies in which the Fund invests.
Common stocks are generally exposed to greater risk than other types of
securities, such as preferred stocks and debt obligations, because common
stockholders generally have inferior rights to receive payment from issuers.
•ETF
Risks.
The Fund is an ETF, and, as a result of its structure, it is exposed to the
following risks:
◦Authorized
Participants, Market Makers, and Liquidity Providers Concentration
Risk. The
Fund has a limited number of financial institutions that may act as Authorized
Participants (“APs”). In addition, there may be a limited number of market
makers and/or liquidity providers in the marketplace. To the extent either of
the following events occur, Shares may trade at a material discount to NAV and
possibly face delisting: (i) APs exit the business or otherwise become
unable to process creation and/or redemption orders and no other APs step
forward to perform these services, or (ii) market makers and/or liquidity
providers exit the business or significantly reduce their business activities
and no other entities step forward to perform their functions.
◦Costs
of Buying or Selling Shares.
Due to the costs of buying or selling Shares, including brokerage commissions
imposed by brokers and bid/ask spreads, frequent trading of Shares may
significantly reduce investment results and an investment in Shares may not be
advisable for investors who anticipate regularly making small
investments.
◦Shares
May Trade at Prices Other Than NAV. As
with all ETFs, Shares may be bought and sold in the secondary market at market
prices. Although it is expected that the market price of Shares will approximate
the Fund’s NAV, there may be times when the market price of Shares is more than
the NAV intra-day (premium) or less than the NAV intra-day (discount) due to
supply and demand of Shares or during periods of market volatility. This risk is
heightened in times of market volatility, periods of steep market declines, and
periods when there is limited trading activity for Shares in the secondary
market, in which case such premiums or discounts may be significant. Because
securities held by the Fund may trade on foreign exchanges that are closed when
the Fund’s primary listing exchange is open, the Fund is likely to experience
premiums or discounts greater than those of domestic ETFs.
◦Trading. Although
Shares are listed for trading on the NYSE Arca, Inc. (the “Exchange”) and may be
traded on U.S. exchanges other than the Exchange, there can be no assurance that
Shares will trade with any volume, or at all, on any stock exchange. In stressed
market conditions, the market for Shares may become less liquid in response to
deteriorating liquidity in the markets for the Fund’s underlying portfolio
holdings. This adverse effect on liquidity for the Shares could in turn lead to
differences between the market price of the Shares and the underlying value of
those shares.
•Growth
Investing Risk.
Growth stocks can be volatile for several reasons. Since those companies usually
invest a high portion of earnings in their businesses, they may lack the
dividends of value stocks that can cushion stock prices in a falling market. The
prices of growth stocks are based largely on projections of the issuer’s future
earnings and revenues. If a company’s earnings or revenues fall short of
expectations, its stock price may fall
dramatically.
•Management
Risk. The
Fund is actively managed and may not meet its investment objective based on the
Adviser’s success or failure to implement investment strategies for the Fund.
•Market
Risk. The
trading prices of securities and other instruments fluctuate in response to a
variety of factors. These factors include events impacting the entire market or
specific market segments, such as political, market and economic developments,
as well as events that impact specific issuers. The Fund’s NAV and market price,
like security and commodity prices generally, may fluctuate significantly in
response to these and other factors. As a result, an investor could lose money
over short or long periods of time. Beginning in the first quarter of 2020,
financial markets in the United States and around the world experienced extreme
and in many cases unprecedented volatility and severe losses due to the COVID-19
pandemic. It is unknown how long circumstances related to the pandemic will
persist, whether they will reoccur in the future, whether efforts to support the
economy and financial markets will be successful, and what additional
implications may follow from the pandemic. The impact of these events and other
epidemics or pandemics in the future could adversely affect Fund
performance.
•Models
and Data Risk.
The Adviser may rely on proprietary models and analysis (“Models and Data”) to
make decisions about which securities to purchase or sell or the timing of such
transactions. If Models and Data prove to be incorrect or incomplete, any
decisions made in reliance thereon expose the Fund to potential risks. Some of
the models used to construct the Fund are predictive in nature. The use of
predictive models has inherent risks. For example, such models may incorrectly
forecast future behavior, leading to potential losses. In addition, in
unforeseen or certain low-probability scenarios (often involving a market
disruption of some kind), such models may produce unexpected results, which can
result in losses for the Fund. Furthermore, because predictive models are
usually constructed based on historical data supplied by third parties, the
success of relying on such models may depend heavily on the accuracy and
reliability of the supplied historical data.
•New
Fund Risk. The
Fund is a recently organized investment company with no operating history. As a
result, prospective investors have no track record or history on which to base
their investment decision.
•Non-Diversification
Risk.
Because the
Fund is “non-diversified,” it may invest a greater percentage of its assets in
the securities of a single issuer or a lesser number of issuers than if it was a
diversified fund. As a result, the Fund may be more exposed to the risks
associated with and developments affecting an individual issuer or a lesser
number of issuers than a fund that invests more widely. This may increase the
Fund’s volatility and cause the performance of a relatively small number of
issuers to have a greater impact on the Fund’s performance.
•Portfolio
Turnover Risk.
Because the Fund may “turn over” some or all of its portfolio frequently, the
Fund may incur high levels of transaction costs, performance that is lower than
expected and potentially greater tax exposure.
•Small-Capitalization
Risk.
The securities of small-capitalization companies may be more vulnerable to
adverse issuer, market, political, or economic developments than securities of
large- or mid-capitalization companies. The securities of small-capitalization
companies generally trade in lower volumes and are subject to greater and more
unpredictable price changes than large- or mid-capitalization stocks or the
stock market as a whole. There is typically less publicly available information
concerning smaller-capitalization companies than for larger, more established
companies.
Performance
The Fund is
new and therefore does not have a performance history for a full calendar
year. In the future, performance information for the Fund will
be presented in this section. Updated performance information is available on
the Fund’s website at www.alpha-intelligent-strategies.com.
Portfolio
Management
|
|
|
|
|
|
Adviser |
Princeton
Fund Advisors, LLC |
Portfolio
Managers |
John
L. Sabre and Greg D. Anderson, each of whom has served as a portfolio
manager of the Fund since its inception in November 2021.
|
For
important information about the purchase and sale of Fund shares, tax
information and financial intermediary compensation, please turn to “Purchase
and Sale of Fund Shares, Taxes and Financial Intermediary Compensation” on page
21.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PURCHASE
AND SALE OF FUND SHARES, TAXES AND FINANCIAL INTERMEDIARY
COMPENSATION |
Purchase
and Sale of Shares
The
Funds issue and redeem Shares at NAV only in large blocks known as “Creation
Units,” which only APs (typically, broker-dealers) may purchase or redeem. The
Funds generally issue and redeem Creation Units in exchange for a portfolio of
securities (the “Deposit Securities”) and/or a designated amount of U.S.
cash.
Shares
are listed on the Exchange, and individual Shares may only be bought and sold in
the secondary market through a broker or dealer at market prices, rather than
NAV. Because Shares trade at market prices rather than NAV, Shares may trade at
a price greater than NAV (premium) or less than NAV (discount).
An
investor may incur costs attributable to the difference between the highest
price a buyer is willing to pay to purchase Shares (the “bid” price) and the
lowest price a seller is willing to accept for Shares (the “ask” price) when
buying or selling Shares in the secondary market. The difference in the bid and
ask prices is referred to as the “bid-ask spread.”
Recent
information regarding the Funds’ NAV, market price, how often Shares traded on
the Exchange at a premium or discount, and bid-ask spreads can be found on the
Funds’ website at www.alpha-intelligent-strategies.com.
Tax
Information
Fund
distributions are generally taxable as ordinary income, qualified dividend
income, or capital gains (or a combination), unless your investment is in an
individual retirement account (“IRA”) or other tax-advantaged account.
Distributions on investments made through tax-deferred arrangements may be taxed
later upon withdrawal of assets from those accounts.
Financial
Intermediary Compensation
If
you purchase Shares through a broker-dealer or other financial intermediary
(such as a bank) (an “Intermediary”), the Adviser or its affiliates may pay
Intermediaries for certain activities related to the Funds, including
participation in activities that are designed to make Intermediaries more
knowledgeable about exchange-traded products, including the Funds, or for other
activities, such as marketing, educational training or other initiatives related
to the sale or promotion of Shares. These payments may create a conflict of
interest by influencing the Intermediary and your salesperson to recommend the
Fund over another investment. Any such arrangements do not result in increased
Fund expenses. Ask your salesperson or visit the Intermediary’s website for more
information.
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ADDITIONAL
INFORMATION ABOUT THE FUNDS |
Investment
Objective
Each
Fund’s investment objective has been adopted as a non-fundamental investment
policy and may be changed without shareholder approval upon written notice to
shareholders.
Principal
Investment Strategies
In
accordance with Rule 35d-1 under the 1940 Act, each Fund has adopted a
non-fundamental investment policy to invest, under normal circumstances, at
least 80% of its net assets, plus the amount of borrowings for investment
purposes, in certain types of investments in accordance with its name. The
foregoing policies may be changed without shareholder approval upon 60 days’
written notice to shareholders.
For
temporary defensive purposes, the Funds may invest in short-term instruments
such as commercial paper and/or repurchase agreements collateralized by U.S.
government securities. Taking a temporary defensive position may result in a
Fund not achieving its investment objective.
Additional
Information about Principal Investment Risks
An
investment in each Fund entails risks. A Fund could lose money, or its
performance could trail that of other investment alternatives. The following
provides additional information about each Fund’s principal risks. It is
important that investors closely review and understand these risks before making
an investment decision. Just as in a Fund’s summary section, the principal risks
are presented in alphabetical order to facilitate finding particular risks and
comparing them with those of other funds. Each risk summarized below is
considered a “principal risk” of investing in a Fund, regardless of the order in
which it appears. For purposes of this section, the Alpha Intelligent - Large
Cap Value ETF , Alpha Intelligent - Mid Cap Value ETF, and Alpha Intelligent -
Small Cap Value ETF may be collectively referred to as the “Value Funds.” and
the Alpha Intelligent - Large Cap Growth ETF, Alpha Intelligent - Mid Cap Growth
ETF, and Alpha Intelligent - Small Cap Growth ETF may be collectively referred
to as the “Growth Funds.” Unless indicated otherwise, the risks described below
apply to each of the Funds.
•Cybersecurity
Risk.
Cybersecurity incidents may allow an unauthorized party to gain access to Fund
assets, customer data (including private shareholder information), or
proprietary information, or cause the Fund, the Adviser, the Sub-Adviser and/or
other service providers (including custodians, transfer agents and financial
intermediaries) to suffer data breaches or data corruption. Additionally,
cybersecurity failures or breaches of the electronic systems of the Fund, the
Adviser, the Sub-Adviser or the Fund's other service providers, market makers,
Authorized Participants or the issuers of securities in which the Fund invests
have the ability to cause disruptions and negatively impact the Fund's business
operations, potentially resulting in financial losses to the Fund and its
shareholders. A cybersecurity incident may disrupt the processing of shareholder
transactions, impact the Fund’s ability to calculate its net asset value, and
prevent shareholders from redeeming their shares.
•Equity
Market Risk. Common
stocks are susceptible to general stock market fluctuations and to volatile
increases and decreases in value as market confidence in and perceptions of
their issuers change. These investor perceptions are based on various and
unpredictable factors including: expectations regarding government, economic,
monetary and fiscal policies; inflation and interest rates; economic expansion
or contraction; and global or regional political, economic and banking crises.
If you held common stock, or common stock equivalents, of any given issuer, you
would generally be exposed to greater risk than if you held preferred stocks and
debt obligations of the issuer because common stockholders, or holders of
equivalent interests, generally have inferior rights to receive payments from
issuers in comparison with the rights of preferred stockholders, bondholders,
and other creditors of such issuers.
•ETF
Risks.
The Fund is an ETF, and, as a result of the structure, is exposed to the
following risks:
◦Authorized
Participants, Market Makers, and Liquidity Providers Concentration
Risk.
The Fund has a limited number of financial institutions that may act as APs. In
addition, there may be a limited number of market makers and/or liquidity
providers in the marketplace. To the extent either of the following events
occur, Shares may trade at a material discount to NAV and possibly face
delisting: (i) APs exit the business or otherwise become unable to process
creation and/or redemption orders and no other APs step forward to perform these
services, or (ii) market makers and/or liquidity providers exit the business or
significantly reduce their business activities and no other entities step
forward to perform their functions.
◦Costs
of Buying or Selling Shares.
Investors buying or selling Shares in the secondary market will pay brokerage
commissions or other charges imposed by brokers, as determined by that broker.
Brokerage commissions are often a fixed amount and may be a significant
proportional cost for investors seeking to buy or sell relatively small amounts
of Shares. In addition, secondary market investors will also incur the cost of
the difference between the price at which an investor is willing to buy Shares
(the “bid” price) and the price at which an investor is willing to sell Shares
(the “ask” price). This difference in bid and ask prices is often referred to as
the “spread” or “bid/ask spread.” The bid/ask spread varies over time for Shares
based on trading volume and market liquidity, and is generally lower if Shares
have more trading volume and
market
liquidity and higher if Shares have little trading volume and market liquidity.
Further, a relatively small investor base in the Fund, asset swings in the Fund
and/or increased market volatility may cause increased bid/ask spreads. Due to
the costs of buying or selling Shares, including bid/ask spreads, frequent
trading of Shares may significantly reduce investment results and an investment
in Shares may not be advisable for investors who anticipate regularly making
small investments.
◦Shares
May Trade at Prices Other Than NAV.
As with all ETFs, Shares may be bought and sold in the secondary market at
market prices. Although it is expected that the market price of Shares will
approximate the Fund’s NAV, there may be times when the market price of Shares
is more than the NAV intra-day (premium) or less than the NAV intra-day
(discount) due to supply and demand of Shares or during periods of market
volatility. This risk is heightened in times of market volatility or periods of
steep market declines and periods when there is limited trading activity for
Shares in the secondary market, in which case such premiums or discounts may be
significant. The market price of Shares during the trading day, like the price
of any exchange-traded security, includes a “bid/ask” spread charged by the
exchange specialist, market makers or other participants that trade Shares. In
times of severe market disruption, the bid/ask spread can increase
significantly. At those times, Shares are most likely to be traded at a discount
to NAV, and the discount is likely to be greatest when the price of Shares is
falling fastest, which may be the time that you most want to sell your Shares.
The Adviser believes that, under normal market conditions, large market price
discounts or premiums to NAV will not be sustained because of arbitrage
opportunities.
◦Trading.
Although Shares are listed for trading on the Exchange and may be listed or
traded on U.S. and non-U.S. stock exchanges other than the Exchange, there can
be no assurance that an active trading market for such Shares will develop or be
maintained. Trading in Shares may be halted due to market conditions or for
reasons that, in the view of the Exchange, make trading in Shares inadvisable.
In addition, trading in Shares on the Exchange is subject to trading halts
caused by extraordinary market volatility pursuant to Exchange “circuit breaker”
rules, which temporarily halt trading on the Exchange when a decline in the
S&P 500 Index during a single day reaches certain thresholds (e.g.,
7%, 13%, and 20%). Additional rules applicable to the Exchange may halt trading
in Shares when extraordinary volatility causes sudden, significant swings in the
market price of Shares. There can be no assurance that Shares will trade with
any volume, or at all, on any stock exchange. In stressed market conditions, the
liquidity of Shares may begin to mirror the liquidity of the Fund’s underlying
portfolio holdings, which can be significantly less liquid than
Shares.
In
stressed market conditions, the market for Shares may become less liquid in
response to deteriorating liquidity in the markets for the Fund’s underlying
portfolio holdings. This adverse effect on liquidity for the Shares could in
turn lead to differences between the market price of the Shares and the
underlying value of the underlying portfolio holdings.
•Growth
Investing Risk (Growth
Funds only).
Growth stocks can be volatile for several reasons. Since those companies usually
invest a high portion of earnings in their businesses, they may lack the
dividends of value stocks that can cushion stock prices in a falling market. The
prices of growth stocks are based largely on projections of the issuer’s future
earnings and revenues. If a company’s earnings or revenues fall short of
expectations, its stock price may fall dramatically. Growth stocks may be more
expensive relative to their earnings or assets compared to value or other
stocks.
•Management
Risk. The
Fund is actively managed and may not meet its investment objective based on the
Adviser’s success or failure to implement investment strategies for the Fund.
•Market
Capitalization Risk.
◦Large-Capitalization
Investing (Alpha Intelligent - Large Cap Value ETF and Alpha Intelligent - Large
Cap Growth ETF only)
The
securities of large-capitalization companies may be relatively mature compared
to smaller companies and therefore subject to slower growth during times of
economic expansion. Large-capitalization companies may also be unable to respond
quickly to new competitive challenges, such as changes in technology and
consumer tastes.
◦Mid-Capitalization
Investing (Alpha Intelligent - Mid Cap Value ETF and Alpha Intelligent - Mid Cap
Growth ETF only).
The
securities of mid-capitalization companies may be more vulnerable to adverse
issuer, market, political, or economic developments than securities of
large-capitalization companies. The securities of mid-capitalization companies
generally trade in lower volumes and are subject to greater and more
unpredictable price changes than large capitalization stocks or the stock market
as a whole. Some medium capitalization companies have limited product lines,
markets, financial resources, and management personnel and tend to concentrate
on fewer geographical markets relative to large-capitalization companies.
◦Small-Capitalization
Investing (
Alpha
Intelligent - Small Cap Value ETF and Alpha Intelligent - Small Cap Growth ETF
only).
The securities of small-capitalization companies may be more vulnerable to
adverse issuer, market, political, or economic developments than securities of
larger-capitalization companies. The securities of small-capitalization
companies generally trade in lower volumes and are subject to greater and more
unpredictable price changes than larger capitalization stocks or the stock
market as a whole. Some small capitalization companies have limited product
lines, markets, and financial and managerial resources and tend to concentrate
on fewer geographical markets relative to larger capitalization companies. There
is typically less publicly available information concerning
smaller-capitalization companies than for larger, more
established
companies. Small-capitalization companies also may be particularly sensitive to
changes in interest rates, government regulation, borrowing costs and earnings.
•Market
Risk.
The trading prices of securities and other instruments fluctuate in response to
a variety of factors. These factors include events impacting the entire market
or specific market segments, such as political, market and economic
developments, as well as events that impact specific issuers. The Fund’s NAV and
market price, like security and commodity prices generally, may fluctuate
significantly in response to these and other factors. As a result, an investor
could lose money over short or long periods of time. U.S. and international
markets have experienced significant periods of volatility in recent years due
to a number of economic, political and global macro factors, including public
health issues, growth concerns in the U.S. and overseas, uncertainties regarding
interest rates, trade tensions and the threat of tariffs imposed by the U.S. and
other countries. These developments as well as other events could result in
further market volatility and negatively affect financial asset prices, the
liquidity of certain securities and the normal operations of securities
exchanges and other markets, which could have an adverse effect on the Fund.
The
respiratory illness COVID-19 caused by a novel coronavirus has resulted in a
pandemic and major disruption to economies and markets around the world,
including the United States. The pandemic has resulted in a wide range of social
and economic disruptions, including closed borders, voluntary or compelled
quarantines of large populations, stressed healthcare systems, reduced or
prohibited domestic or international travel, supply chain disruptions, and
so-called “stay-at-home” orders throughout much of the United States and many
other countries. Financial markets have experienced extreme volatility and
severe losses, and trading in many instruments has been disrupted. Some sectors
of the economy and individual issuers have experienced particularly large
losses. Such disruptions may continue for an extended period of time or reoccur
in the future to a similar or greater extent. Liquidity for many instruments has
been greatly reduced for periods of time. Some interest rates are very low and
in some cases yields are negative. In response to these disruptions, the U.S.
government and the Federal Reserve have taken extraordinary actions to support
the domestic economy and financial markets, resulting in very low interest rates
and in some cases negative yields. It is unknown how long circumstances related
to the pandemic will persist, whether they will reoccur in the future, whether
efforts to support the economy and financial markets will be successful, and
what additional implications may follow from the pandemic. The impact of these
events and other epidemics or pandemics in the future could adversely affect
Fund performance.
•Models
and Data Risk.
When Models and Data prove to be incorrect or incomplete, any decisions made in
reliance thereon expose the Fund to potential risks. For example, by relying on
Models and Data, the Adviser may be induced to buy certain investments at prices
that are too high, to sell certain other investments at prices that are too low,
or to miss favorable opportunities altogether. Similarly, any hedging based on
faulty Models and Data may prove to be unsuccessful.
Some
of the models used by the Adviser for the Fund are predictive in nature. The use
of predictive models has inherent risks. For example, such models may
incorrectly forecast future behavior, leading to potential losses on a cash flow
and/or a mark-to-market basis. In addition, in unforeseen or certain
low-probability scenarios (often involving a market disruption of some kind),
such models may produce unexpected results, which can result in losses for the
Fund. Furthermore, because predictive models are usually constructed based on
historical data supplied by third parties, the success of relying on such models
may depend heavily on the accuracy and reliability of the supplied historical
data.
All
models rely on correct market data inputs. If incorrect market data is entered
into even a well-founded model, the resulting information will be incorrect.
However, even if market data is input correctly, “model prices” will often
differ substantially from market prices, especially for instruments with complex
characteristics, such as derivative instruments.
•New
Fund Risk.
The Fund is a recently organized investment company with no operating history.
As a result, prospective investors have no track record or history on which to
base their investment decision. Moreover, investors will not be able to evaluate
the Fund against one or more comparable funds on the basis of relative
performance until the Fund has established a track record.
•Non-Diversification
Risk.
Because the Fund is “non-diversified,” it may invest a greater percentage of its
assets in the securities of a single issuer or a lesser number of issuers than
if it was a diversified fund. As a result, the Fund may be more exposed to the
risks associated with and developments affecting an individual issuer or a
lesser number of issuers than a fund that invests more widely. This may increase
the Fund’s volatility and cause the performance of a relatively small number of
issuers to have a greater impact on the Fund’s performance.
•Portfolio
Turnover Risk. The
Fund’s strategy may frequently involve buying and selling securities, which may
lead to relatively high portfolio turnover. Higher portfolio turnover may result
in the Fund paying increased transaction costs and generating greater tax
liabilities for shareholders. Higher portfolio turnover also may cause the
Fund’s performance to be less than you expect.
•Value
Investing Risk (Value
Funds only).
Because the Fund intends to utilize a value style of investing, the Value Funds
could suffer losses or produce poor results relative to other funds, even in a
rising market, if the Adviser’s assessment of a company’s value or prospects for
exceeding earnings expectations or market conditions is incorrect. Value
securities are securities of companies that may have experienced, for example,
adverse business, industry or other developments or may be subject to special
risks
that have caused the securities to be out of favor and, in turn, potentially
undervalued. The market value of a portfolio security may not meet the Adviser’s
perceived value assessment of that security, or may decline in price, even
though the Adviser believes the securities are already undervalued. There is
also a risk that it may take longer than expected for the value of these
investments to rise to the Adviser’s perceived value. In addition, value
securities, at times, may not perform as well as growth securities or the stock
market in general, and may be out of favor with investors for varying periods of
time.
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PORTFOLIO
HOLDINGS INFORMATION |
Information
about each Fund’s daily portfolio holdings is available at
www.alpha-intelligent-strategies.com. A complete description of the Funds’
policies and procedures with respect to the disclosure of the Fund’s portfolio
holdings is available in the Fund’s Statement of Additional Information
(“SAI”).
Investment
Adviser
Princeton
Fund Advisors, LLC, located at 1580 Lincoln Street, Suite 680, Denver, Colorado
80203, serves as the investment adviser for each Fund. The Adviser, subject to
the general supervision and oversight of the Board of Listed Funds Trust (the
“Trust”), provides an investment program for each Fund and manages the
day-to-day investment of each Fund’s assets. The Adviser also arranges for
transfer agency, custody, fund administration, distribution and all other
services necessary for each Fund to operate. The Adviser is an SEC-registered
investment adviser and is owned by Mount Yale Capital Group LLC, whose direct
and indirect owners and/or control persons are its Managing Partners Greg D.
Anderson and John L. Sabre. As of September 30, 2021, the Adviser had
approximately $1.15 billion in assets under management.
For
the services it provides to each Fund, the Adviser is entitled to a unified
management fee, which is calculated daily and paid monthly, at an annual rate of
0.85% of the Fund’s average daily net assets.
Pursuant
to an investment advisory agreement between the Trust, on behalf of the Fund,
and the Adviser (the “Advisory Agreement”), the Adviser has agreed to pay all
expenses of the Funds except the fee paid to the Adviser under the Advisory
Agreement, interest charges on any borrowings, dividends, and other expenses on
securities sold short, taxes, brokerage commissions and other expenses incurred
in placing orders for the purchase and sale of securities and other investment
instruments, acquired fund fees and expenses, accrued deferred tax liability,
extraordinary expenses, and distribution (12b-1) fees and expenses (if any).
The
basis for the Board’s approval of the Advisory Agreement will be included in the
Funds’ first Annual or Semi-Annual Report to Shareholders after the commencement
of operations.
Portfolio
Managers
John
L. Sabre and Greg D. Anderson are jointly and primarily responsible for
day-to-day management of each Fund’s portfolio.
Mr.
Sabre has served as the Chairman, Chief Executive Officer and Managing Partner
of the Adviser since 2003. Prior to 2003, Mr. Sabre was a Senior Managing
Director at Bear Stearns & Co. and Head of the Mezzanine Capital Group.
Prior to his service at Bear Stearns, Mr. Sabre was a Managing Director and
founding partner of the Merchant Banking division of Credit Agricole. Mr. Sabre
also was employed in the investment banking groups of Credit Suisse First Boston
and Drexel Burnham Lambert. Mr. Sabre holds a B.S. from the Carlson School at
the University of Minnesota and an M.B.A. from the Wharton School at the
University of Pennsylvania.
Mr.
Anderson is the President of the Adviser and co-founded the firm in 1999. Prior
to that, Mr. Anderson was a Senior Vice President and Managing Director of
Investment Manager Search, Evaluation, and Due Diligence at Portfolio Management
Consultants, Inc. Mr. Anderson was previously employed with Deloitte &
Touche, where he specialized in the areas of estate planning, health care,
non-profit organizations, and tax and personal finance planning for high net
worth individuals. Mr. Anderson holds a B.A. from Hamline University in
Minnesota and a J.D. from the University of Minnesota School of Law. Mr.
Anderson is a Certified Public Accountant (inactive).
The
Fund’s SAI provides additional information about each Portfolio Manager’s
compensation structure, other accounts managed by the Portfolio Manager, and the
Portfolio Manager’s ownership of Shares.
Other
Service Providers
Foreside
Fund Services, LLC (the “Distributor”) is the principal underwriter and
distributor of the Fund’s shares. The Distributor’s principal address is Three
Canal Plaza, Suite 100, Portland, Maine 04101. The Distributor will not
distribute shares in less than whole Creation Units, and it does not maintain a
secondary market in the shares. The Distributor is a broker-dealer registered
under the Securities Exchange Act of 1934 and a member of the Financial Industry
Regulatory Authority, Inc. (“FINRA”). The Distributor has no role in determining
the policies of the Fund or the securities that are purchased or sold by the
Fund and is not affiliated with the Adviser or any of its
affiliates.
U.S.
Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services,
located at 615 East Michigan Street, Milwaukee, Wisconsin 53202, serves as the
administrator and transfer agent for the Funds.
U.S.
Bank National Association, located at 1555 N. Rivercenter Drive, Suite 302,
Milwaukee, Wisconsin 53212, serves as the custodian for the Funds.
Morgan,
Lewis & Bockius LLP, located at 1111 Pennsylvania Avenue, N.W., Washington,
D.C. 20004, serves as legal counsel to the Trust.
Cohen
& Company, Ltd., located at 1350 Euclid Avenue, Suite 800, Cleveland, Ohio
44115, serves as the Fund’s independent registered public accounting firm. The
independent registered public accounting firm is responsible for auditing the
annual financial statements of the Fund.
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HOW
TO BUY AND SELL SHARES |
Each
Fund issues and redeems Shares only in Creation Units at the NAV per share next
determined after receipt of an order from an AP. Only APs may acquire Shares
directly from a Fund, and only APs may tender their Shares for redemption
directly to a Fund, at NAV. APs must be a member or participant of a clearing
agency registered with the SEC and must execute a Participant Agreement that has
been agreed to by the Distributor, and that has been accepted by the Funds’
transfer agent, with respect to purchases and redemptions of Creation Units.
Once created, Shares trade in the secondary market in quantities less than a
Creation Unit.
Most
investors buy and sell Shares in secondary market transactions through brokers.
Individual Shares are listed for trading on the secondary market on the Exchange
and can be bought and sold throughout the trading day like other publicly traded
securities.
When
buying or selling Shares through a broker, you will incur customary brokerage
commissions and charges, and you may pay some or all of the spread between the
bid and the offer price in the secondary market on each leg of a round trip
(purchase and sale) transaction. In addition, because secondary market
transactions occur at market prices, you may pay more than NAV when you buy
Shares, and receive less than NAV when you sell those Shares.
Book
Entry
Shares
are held in book-entry form, which means that no stock certificates are issued.
The Depository Trust Company (“DTC”) or its nominee is the record owner of all
outstanding Shares.
Investors
owning Shares are beneficial owners as shown on the records of DTC or its
participants. DTC serves as the securities depository for all Shares. DTC’s
participants include securities brokers and dealers, banks, trust companies,
clearing corporations and other institutions that directly or indirectly
maintain a custodial relationship with DTC. As a beneficial owner of Shares, you
are not entitled to receive physical delivery of stock certificates or to have
Shares registered in your name, and you are not considered a registered owner of
Shares. Therefore, to exercise any right as an owner of Shares, you must rely
upon the procedures of DTC and its participants. These procedures are the same
as those that apply to any other securities that you hold in book entry or
“street name” through your brokerage account.
Frequent
Purchases and Redemptions of Shares
The
Funds impose no restrictions on the frequency of purchases and redemptions of
Shares. In determining not to approve a written, established policy, the Board
evaluated the risks of market timing activities by Fund shareholders. Purchases
and redemptions by APs, who are the only parties that may purchase or redeem
Shares directly with the Funds, are an essential part of the ETF process and
help keep Share trading prices in line with NAV. As such, the Funds accommodate
frequent purchases and redemptions by APs. However, frequent purchases and
redemptions for cash may increase tracking error and portfolio transaction costs
and may lead to the realization of capital gains. To minimize these potential
consequences of frequent purchases and redemptions, the Funds employ fair value
pricing and impose transaction fees on purchases and redemptions of Creation
Units to cover the custodial and other costs incurred by the Funds in effecting
trades. In addition, the Funds reserve the right to reject any purchase order at
any time.
Determination
of Net Asset Value
Each
Fund’s NAV is calculated as of the scheduled close of regular trading on the New
York Stock Exchange (“NYSE”), generally 4:00 p.m. Eastern time, each day the
NYSE is open for business. The NAV for a Fund is calculated by dividing the
applicable Fund’s net assets by its Shares outstanding.
In
calculating its NAV, each Fund generally values its assets on the basis of
market quotations, last sale prices, or estimates of value furnished by a
pricing service or brokers who make markets in such instruments. The values of
non-U.S. dollar denominated securities are converted to U.S. dollars using
foreign currency exchange rates generally determined as of 4:00 p.m., London
time. If such information is not available for a security held by a Fund or is
determined to be unreliable, the security will be valued at fair value estimates
under guidelines established by the Board (as described below).
Fair
Value Pricing
The
Board has adopted procedures and methodologies to fair value Fund securities
whose market prices are not “readily available” or are deemed to be unreliable.
For example, such circumstances may arise when: (i) a security has been
de-listed or has had its trading halted or suspended; (ii) a security’s primary
pricing source is unable or unwilling to provide a price; (iii) a security’s
primary trading market is closed during regular market hours; or (iv) a
security’s value is materially affected by events occurring after the close of
the security’s primary trading market. Generally, when fair valuing a security,
the Funds will take into account all reasonably available information that may
be relevant to a particular valuation including, but not limited to, fundamental
analytical data regarding the issuer, information relating to the issuer’s
business, recent trades or offers of the security, general and/or specific
market conditions and the specific facts giving rise to the need to fair value
the security. Fair value determinations are made in good faith and in accordance
with the fair value methodologies included in the Board-adopted valuation
procedures. Due to the subjective and variable nature of fair value pricing,
there can be no assurance that the Adviser will be able to obtain the fair value
assigned to the security upon the sale of such security.
Investments
by Registered Investment Companies
Section
12(d)(1) of the 1940 Act restricts investments by registered investment
companies in the securities of other investment companies. Registered investment
companies are permitted to invest in the Funds beyond the limits set forth in
section 12(d)(1), subject to certain terms and conditions, including that such
investment companies enter into an agreement with the Funds.
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DIVIDENDS,
DISTRIBUTIONS, AND TAXES |
Dividends
and Distributions
Each
Fund intends to pay out dividends, if any, and distribute any net realized
capital gains to its shareholders at least annually. Each Fund will declare and
pay capital gain distributions, if any, in cash. Distributions in cash may be
reinvested automatically in additional whole Shares only if the broker through
whom you purchased Shares makes such option available. Your broker is
responsible for distributing the income and capital gain distributions to you.
Taxes
The
following discussion is a summary of some important U.S. federal income tax
considerations generally applicable to investments in the Funds. Your investment
in a Fund may have other tax implications. Please consult your tax advisor about
the tax consequences of an investment in Shares, including the possible
application of foreign, state, and local tax laws.
Each
Fund intends to qualify each year for treatment as a regulated investment
company (a “RIC”). If it meets certain minimum distribution requirements, a RIC
is not subject to tax at the fund level on income and gains from investments
that are timely distributed to shareholders. However, a Fund’s failure to
qualify as a RIC or to meet minimum distribution requirements would result (if
certain relief provisions were not available) in fund-level taxation and,
consequently, a reduction in income available for distribution to shareholders.
Unless
your investment in Shares is made through a tax-exempt entity or tax-advantaged
account, such as an IRA plan, you need to be aware of the possible tax
consequences when a Fund makes distributions, when you sell your Shares listed
on the Exchange, and when you purchase or redeem Creation Units (APs only).
Taxes
on Distributions
Each
Fund intends to distribute, at least annually, substantially all of its net
investment income and net capital gains income. For federal income tax purposes,
distributions of investment income are generally taxable as ordinary income or
qualified dividend income. Taxes on distributions of capital gains (if any) are
determined by how long a Fund owned the investments that generated them, rather
than how long a shareholder has owned his or her Shares. Sales of assets held by
a Fund for more than one year generally result in long-term capital gains and
losses, and sales of assets held by a Fund for one year or less generally result
in short-term capital gains and losses. Distributions of a Fund’s net capital
gain (the excess of net long-term capital gains over net short-term capital
losses) that are reported by such Fund as capital gain dividends (“Capital Gain
Dividends”) will be taxable as long-term capital gains, which for non-corporate
shareholders are subject to tax at reduced rates of up to 20% (lower rates apply
to individuals in lower tax brackets). Distributions of short-term capital gain
will generally be taxable as ordinary income. Dividends and distributions are
generally taxable to you whether you receive them in cash or reinvest them in
additional Shares.
Distributions
reported by a Fund as “qualified dividend income” are generally taxed to
non-corporate shareholders at rates applicable to long-term capital gains,
provided holding period and other requirements are met. “Qualified dividend
income” generally is income derived from dividends paid by U.S. corporations or
certain foreign corporations that are either incorporated in a U.S. possession
or eligible for tax benefits under certain U.S. income tax treaties. In
addition, dividends that the Fund receives in respect of stock of certain
foreign corporations may be qualified dividend income if that stock is readily
tradable on an established U.S. securities market.
Corporate
shareholders may be entitled to a dividends received deduction for the portion
of dividends they receive from a Fund that are attributable to dividends
received by the Fund from U.S. corporations, subject to certain limitations.
Shortly
after the close of each calendar year, you will be informed of the amount and
character of any distributions received from a Fund.
In
general, your distributions are subject to federal income tax for the year in
which they are paid. Certain distributions paid in January, however, may be
treated as paid on December 31 of the prior year. Distributions are generally
taxable even if they are paid from income or gains earned by a Fund before your
investment (and thus were included in the Shares’ NAV when you purchased your
Shares).
You
may wish to avoid investing in a Fund shortly before a dividend or other
distribution, because such a distribution will generally be taxable even though
it may economically represent a return of a portion of your
investment.
If
you are neither a resident nor a citizen of the United States or if you are a
foreign entity, distributions (other than Capital Gain Dividends) paid to you by
a Fund will generally be subject to a U.S. withholding tax at the rate of 30%,
unless a lower treaty rate applies. Gains from the sale or other disposition of
your Shares from non-U.S. shareholders generally are not subject to U.S.
taxation, unless you are a nonresident alien individual who is physically
present in the U.S. for 183 days or more per year. A Fund may, under certain
circumstances, report all or a portion of a dividend as an “interest-related
dividend” or a “short-term capital gain dividend,” which would generally be
exempt from this 30% U.S. withholding tax, provided certain other requirements
are met. Different tax consequences may result if you are a foreign shareholder
engaged in a trade or business within the United States or if a tax treaty
applies.
Under
legislation generally known as “FATCA” (the Foreign Account Tax Compliance Act),
a Fund is required to withhold 30% of certain ordinary dividends it pays to
shareholders that are foreign entities and that fail to meet prescribed
information reporting or certification requirements.
Under
the “backup withholding” provisions of of the Internal Revenue Code, each Fund
(or a financial intermediary, such as a broker, through which a shareholder owns
Shares) generally is required to withhold and remit to the U.S. Treasury a
percentage (currently 24%) of the taxable distributions and sale or redemption
proceeds paid to any shareholder who fails to properly furnish a correct
taxpayer identification number, who has underreported dividend or interest
income, or who fails to certify that he, she or it is not subject to such
withholding.
Backup
withholding is not an additional tax. Any amounts withheld under the backup
withholding rules may be allowed as a refund or a credit against a holder’s U.S.
federal income tax liability, provided the required information is timely
furnished to the Internal Revenue Service.
Taxes
When Shares Are Sold on the Exchange
Any
capital gain or loss realized upon a sale of Shares generally is treated as a
long-term capital gain or loss if Shares have been held for more than one year
and as a short-term capital gain or loss if Shares have been held for one year
or less. However, any capital loss on a sale of Shares held for six months or
less is treated as long-term capital loss to the extent of Capital Gain
Dividends paid with respect to such Shares. Any loss realized on a sale will be
disallowed to the extent Shares of a Fund are acquired, including through
reinvestment of dividends, within a 61-day period beginning 30 days before and
ending 30 days after the disposition of Shares. The ability to deduct capital
losses may be limited.
The
cost basis of Shares of a Fund acquired by purchase will generally be based on
the amount paid for the Shares and then may be subsequently adjusted for other
applicable transactions as required by the Internal Revenue Code of 1986, as
amended. The difference between the selling price and the cost basis of Shares
generally determines the amount of the capital gain or loss realized on the sale
or exchange of Shares. Contact the broker through whom you purchased your Shares
to obtain information with respect to the available cost basis reporting methods
and elections for your account.
Taxes
on Purchases and Redemptions of Creation Units
An
AP having the U.S. dollar as its functional currency for U.S. federal income tax
purposes who exchanges securities for Creation Units generally recognizes a gain
or a loss. The gain or loss will be equal to the difference between the value of
the Creation Units at the time of the exchange and the exchanging AP’s aggregate
basis in the securities delivered plus the amount of any cash paid for the
Creation Units. An AP who exchanges Creation Units for securities will generally
recognize a gain or loss equal to the difference between the exchanging AP’s
basis in the Creation Units and the aggregate U.S. dollar market value of the
securities received, plus any cash received for such Creation Units. The
Internal Revenue Service may assert, however, that a loss that is realized upon
an exchange of securities for Creation Units may not be currently deducted under
the rules governing “wash sales” (for an AP who does not mark-to-market their
holdings) or on the basis that there has been no significant change in economic
position. APs exchanging securities should consult their own tax advisor with
respect to whether wash sale rules apply and when a loss might be
deductible.
A
Fund may include a payment of cash in addition to, or in place of, the delivery
of a basket of securities upon the redemption of Creation Units. A Fund may sell
portfolio securities to obtain the cash needed to distribute redemption
proceeds. This may cause a Fund to recognize investment income and/or capital
gains or losses that it might not have recognized if it had completely satisfied
the redemption in-kind. As a result, a Fund may be less tax efficient if it
includes such a cash payment in the proceeds paid upon the redemption of
Creation Units.
Net
Investment Income Tax
U.S.
individuals with income exceeding specified thresholds are subject to a 3.8% tax
on all or a portion of their “net investment income,” which includes interest,
dividends, and certain capital gains (generally including capital gains
distributions and capital gains realized on the sale of Shares). This 3.8% tax
also applies to all or a portion of the undistributed net investment income of
certain shareholders that are estates and trusts.
Foreign
Investments by the Fund
Interest
and other income received by a Fund with respect to foreign securities may give
rise to withholding and other taxes imposed by foreign countries. Tax
conventions between certain countries and the United States may reduce or
eliminate such taxes. If as of the close of a taxable year more than 50% of the
value of a Fund’s assets consists of certain foreign stock or securities, the
Fund will be eligible to elect to “pass through” to investors the amount of
foreign income and similar taxes (including withholding taxes) paid by the Fund
during that taxable year. This means that investors would be considered to have
received as additional income their respective shares of such foreign taxes, but
may be entitled to either a corresponding tax deduction in calculating taxable
income, or, subject to certain limitations, a credit in calculating federal
income tax. If a Fund does not so elect, it will be entitled to claim a
deduction for certain foreign taxes incurred by the Fund. A Fund (or a financial
intermediary, such as a broker, through which a shareholder owns Shares) will
notify you if it makes such an election and provide you with the information
necessary to reflect foreign taxes paid on your income tax return.
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 also may be subject to state and local tax on Fund
distributions and sales of Shares. Consult your personal tax adviser about the
potential tax consequences of an investment in Shares under all applicable tax
laws. For more information, please see the section entitled “Federal Income
Taxes” in the SAI.
The
Board has adopted a Distribution and Service Plan (the “Plan”) pursuant to Rule
12b-1 under the 1940 Act. In accordance with the Plan, each Fund is authorized
to pay an amount up to 0.25% of its average daily net assets each year for
certain distribution-related activities and shareholder services.
No
Rule 12b-1 fees are currently paid by the Funds, and there are no plans to
impose these fees. However, in the event Rule 12b-1 fees are charged in the
future, because the fees are paid out of Fund assets, over time these fees will
increase the cost of your investment and may cost you more than certain other
types of sales charges.
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PREMIUM/DISCOUNT
INFORMATION |
Information
regarding how often each Fund’s Shares traded on the Exchange at a price above
(i.e.,
at a premium) or below (i.e.,
at a discount) its NAV is available on the Funds’ website at
www.alpha-intelligent-strategies.com.
Shares
are not sponsored, endorsed, or promoted by the Exchange. The Exchange is not
responsible for, nor has it participated in the determination of, the timing,
prices, or quantities of Shares to be issued, nor in the determination or
calculation of the equation by which Shares are redeemable. The Exchange has no
obligation or liability to owners of Shares in connection with the
administration, marketing, or trading of Shares.
Without
limiting any of the foregoing, in no event shall the Exchange have any liability
for any lost profits or indirect, punitive, special, or consequential damages
even if notified of the possibility thereof.
The
Adviser and the Funds make no representation or warranty, express or implied, to
the owners of Shares or any member of the public regarding the advisability of
investing in securities generally or in the Funds particularly.
Financial
information is not available because the Funds have not commenced operations
prior to the date of this Prospectus.
PFA
ALPHA INTELLIGENT ETFs
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Adviser |
Princeton
Fund Advisors, LLC
1580
Lincoln Street, Suite 680
Denver,
Colorado 80203 |
Transfer
Agent and Administrator |
U.S.
Bancorp Fund Services, LLC
d/b/a
U.S. Bank Global Fund Services
615
East Michigan Street
Milwaukee,
Wisconsin 53202 |
Custodian |
U.S.
Bank National Association
1555
N. Rivercenter Drive, Suite 302
Milwaukee,
Wisconsin 53212 |
Distributor |
Foreside
Fund Services, LLC
Three
Canal Plaza, Suite 100
Portland,
ME 04101 |
Independent
Registered Public Accounting Firm |
Cohen
& Company, Ltd.
1350
Euclid Avenue, Suite 800
Cleveland,
Ohio 44115 |
Legal
Counsel |
Morgan,
Lewis & Bockius LLP
111
Pennsylvania Avenue, NW
Washington,
DC 20004-2541 |
Investors
may find more information about the Fund in the following
documents:
Statement
of Additional Information: The
Funds’ SAI provides additional details about the investments of each Fund and
certain other additional information. The SAI is on file with the SEC and is
herein incorporated by reference into this Prospectus. It is legally considered
a part of this Prospectus.
Annual/Semi-Annual
Reports: Additional
information about each Fund’s investments will be available in the Fund’s annual
and semi-annual reports to shareholders. In the annual report, when available,
you will find a discussion of the market conditions and investment strategies
that significantly affected a Fund’s performance after the first fiscal year the
Fund is in operation.
You
can obtain free copies of these documents, request other information or make
general inquiries about the Funds by contacting the Funds at c/o U.S. Bank
Global Fund Services, P.O. Box 701, Milwaukee, Wisconsin 53201-0701 or by
calling 1-800-617-0004.
Shareholder
reports and other information about each Fund are also available:
•Free
of charge from the SEC’s EDGAR database on the SEC’s website at
http://www.sec.gov; or
•Free
of charge from the Fund’s Internet web site at
www.alpha-intelligent-strategies.com; or
(SEC
Investment Company Act File No. 811-23226)