ck0001027596-20230430
PROSPECTUS
August 28,
2023
Logan Capital Broad
Innovative Growth ETF
(Ticker:
LCLG)
Listed
on NYSE Arca, Inc. (the “Exchange”)
The
U.S. Securities and Exchange Commission (“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.
Logan
Capital Broad Innovative Growth ETF
TABLE
OF CONTENTS
FUND
SUMMARY
Investment
Objective
The
Logan Capital Broad Innovative Growth ETF (the “Fund”) seeks long-term capital
appreciation.
Fees and Expenses of the
Fund
The
following table describes the fees and expenses you may pay if you buy, hold,
and sell shares of the Fund (“Shares”). This table and the Example below do not
include the brokerage commissions and other fees to financial intermediaries
that investors may pay on their purchases and sales of
Shares.
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Annual
Fund Operating Expenses
(expenses
that you pay each year as a percentage of the value of your
investment) |
| Management
Fees |
0.65% |
| Distribution
and/or Service (12b-1) Fees |
None |
| Other
Expenses |
0.34% |
| Total
Annual Fund Operating Expenses |
0.99% |
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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
and hold all of your Shares at the end of those periods. The Example also
assumes that your investment has a 5% return each year and 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 |
3
Years |
5
Years |
10
Years |
| $101 |
$315 |
$547 |
$1,213 |
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 annual fund
operating expenses or in the Example, affect the Fund’s performance. For the
most recent fiscal year, the Logan Capital Large Cap Growth Fund (the
“Predecessor Fund”) through August 5, 2022 and the Fund’s (August 8, 2022
through April 30, 2023) portfolio turnover rate was 10% of the average value of its
portfolio.
Principal Investment
Strategies of the Fund
Logan
Capital’s Broad Innovative Growth investment philosophy is based on the belief
that earnings growth ultimately drives stock prices. Our investment process
seeks to identify companies that have the ability to generate sustainable and
durable long-term earnings growth. Our goal is to invest in U.S. companies that
have outstanding earnings growth due to factors such as superior pricing power,
distribution channels, management, etc. The companies in the portfolio are
selected for their innovative thinking which often results in a captive market
for their service or product and the potential to grow earnings at a faster rate
than the average stock often by using innovative technologies or ideas to gain
advantage over competitors. We are patient, long-term growth investors, which
means we will often hold through earnings setbacks that we believe are
short-term in nature as long as the fundamentals indicate that a resumption in
earnings growth is probable.
Under
normal market conditions, the Fund invests primarily in securities of companies
that use innovative technologies or ideas to gain advantage over competitors.
The Fund expects to invest principally in large capitalization equity securities
that are traded on U.S. securities exchanges. The Fund expects to invest
principally in equity securities that are traded on U.S. securities exchanges.
Equity securities in which the Fund may invest include common stocks, preferred
stocks, American Depositary Receipts (“ADRs”), rights and warrants, and may
include securities of companies that are offered pursuant to an initial public
offering (“IPO”). From time to time, the Fund may be invested significantly in
securities of companies in the
same
economic sector. For example, as of April 30, 2023, 26.48% of the Fund’s net
assets were invested in securities within the information technology
sector.
The
Fund may invest up to 20% of its total assets in securities of foreign issuers,
including issuers in emerging markets.
The
Fund’s investment process is “bottom up” and focused on superior security
selection. The investment team utilizes a three-component process that includes
top-down macroeconomic analysis, fundamental research and technical analysis.
For a stock to be eligible for portfolio inclusion, it must pass all three
independent components of this process.
1)Macroeconomic
analysis – To aid in security selection, Logan Capital Management, Inc. (the
“Adviser”) begins by analyzing macroeconomic factors including, but not limited
to, trends in real gross domestic product (“GDP”) growth, short and long-term
interest rates, yield curve, inflation, U.S. Federal Reserve Board actions,
productivity gains and corporate cash flow.
2)Fundamental
analysis – Investment ideas are generated utilizing the Adviser’s proprietary
ranking and screening tool which assigns a score, based on a number of factors,
to a broad universe of stocks, giving the Adviser an advantage when evaluating
new opportunities. Factors considered include, but are not limited to, market
expansion opportunities, market dominance and/or pricing power, a strong balance
sheet, and significant barriers to entry (e.g., obstacles
that prevent a company from easily entering the market or industry, such as
dominant market share, proprietary software, patents, or brand loyalty).
3)Technical
Analysis – An evaluation that examines a stock’s price behavior and chart
patterns to determine an uptrend or downtrend. Other factors considered include,
but are not limited to, relative performance as compared to the peer group and
the overall market, historically significant price patterns, overbought and
oversold levels and support and resistance levels. “Support” occurs where a
downtrend is expected to pause due to a concentration of demand, and
“resistance” occurs where an uptrend is expected to pause, due to a
concentration of supply.
The Adviser may sell a position when it no longer qualifies for
purchase under at least two of the three independent
components.
Principal Risks of Investing in
the Fund
The
principal risks of investing in the Fund are summarized below. 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 per share (“NAV”), trading price, yield, total return and/or
ability to meet its objectives. For more information about the risks of
investing in the Fund, see the section in the Fund’s Prospectus titled
“Additional Information About the Fund.”
•ETF
Risks. The
Fund is an ETF, and, as a result of an ETF’s 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.
◦Trading. Although
Shares are listed for trading on 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 liquidity of Shares may begin to mirror the liquidity of
the Fund’s underlying portfolio holdings, which can be significantly less liquid
than Shares.
•Portfolio
Turnover Risk. The
portfolio manager may actively and frequently trade securities or other
instruments in the Fund’s portfolio to carry out its investment strategies. A
high portfolio turnover rate increases transaction costs, which may increase the
Fund’s expenses. Frequent and active trading may also cause adverse tax
consequences for investors in the Fund due to an increase in short-term capital
gains.
•General
Market Risk.
Economies
and financial markets throughout the world are becoming increasingly
interconnected, which increases the likelihood that events or conditions in one
country or region will adversely impact markets or issuers in other countries or
regions. Securities in the Fund’s portfolio may underperform in comparison to
securities in general financial markets, a particular financial market or other
asset classes due to a number of factors, including: inflation (or expectations
for inflation); interest rates; global demand for particular products or
resources; natural disasters or events; pandemic diseases; terrorism; regulatory
events; and government controls. U.S. and international markets have experienced
significant periods of volatility in recent years and months due to a number of
economic, political and global macro factors, which has resulted in disruptions
to business operations and supply chains, stress on the global healthcare
system, growth concerns in the U.S. and overseas, staffing shortages and the
inability to meet consumer demand, and widespread concern and uncertainty.
Continuing uncertainties regarding interest rates, rising inflation, political
events, rising government debt in the U.S. and trade tensions also contribute to
market volatility. As a result of continuing political tensions and armed
conflicts, including the war between Ukraine and Russia, the U.S. and the
European Union imposed sanctions on certain Russian individuals and companies,
including certain financial institutions, and have limited certain exports and
imports to and from Russia. The war has contributed to recent market volatility
and may continue to do so.
•Equity
Securities Risk.
The price of equity securities may rise or fall because of economic or political
changes or changes in a company’s financial condition, sometimes rapidly or
unpredictably. These price movements may result from factors affecting
individual companies, sectors or industries selected for the Fund’s portfolio or
the securities market as a whole, such as changes in economic or political
conditions.
•Management
Risk.
The Fund is an actively managed portfolio. The Adviser’s management practices
and investment strategies might not produce the desired results. The Adviser may
be incorrect in its assessment of a stock’s appreciation potential.
•Large-Cap
Companies Risk.
Larger, more established companies may be unable to respond quickly to new
competitive challenges like changes in consumer tastes or innovative smaller
competitors. In addition, large-cap companies are sometimes unable to attain the
high growth rates of successful, smaller companies, especially during extended
periods of economic expansion.
•Growth
Style Investment Risk.
Growth stocks can perform differently from the market as a whole and from other
types of stocks. While growth stocks may react differently to issuer, political,
market and economic developments than the market as a whole and other types of
stocks by rising or falling in price in certain environments, growth stocks also
tend to be sensitive to changes in the earnings of their underlying companies
and more volatile than other types of stocks, particularly over the short
term.
•Foreign
Securities Risk.
Investing in foreign securities typically involves more risks than investing in
U.S. securities, and includes risks associated with: (1) internal and external
political and economic developments – e.g.,
the political, economic and social policies and structures of some foreign
countries may be less stable and more volatile than those in the United States
or some foreign countries may be subject to trading restrictions or economic
sanctions; (2) trading practices – e.g.,
government supervision and regulation of foreign securities and currency
markets, trading systems and brokers may be less than in the U.S.; (3)
availability of information – e.g.,
foreign issuers may not be subject to the same disclosure, accounting and
financial reporting standards and practices as U.S. issuers; (4) limited markets
– e.g.,
the securities of certain foreign issuers may be less liquid (harder to sell)
and more volatile; and (5) currency exchange rate fluctuations and
policies.
•Emerging
Markets Risk. Emerging
markets are markets of countries in the initial stages of industrialization and
generally have low per capita income. In addition to the risks of foreign
securities in general, emerging markets are generally more volatile, have
relatively unstable governments, social and legal systems that do not protect
shareholders, economies based on only a few industries and securities markets
that are substantially smaller, less liquid and more volatile with less
government oversight than those of more developed
countries.
•Depositary
Receipt Risk.
The Fund’s equity investments may take the form of sponsored or unsponsored
depositary receipts. Holders of unsponsored depositary receipts generally bear
all the costs of such facilities and the depositary of an unsponsored facility
frequently is under no obligation to distribute shareholder communications
received from the issuer of the deposited security or to pass through voting
rights to the holders of such receipts of the deposited securities.
•Initial
Public Offering Risk.
The market value of IPO shares may fluctuate considerably due to factors such as
the absence of a prior public market, unseasoned trading, the small number of
shares available for trading and limited information about the issuer. The
purchase of IPO shares may involve high transaction costs. IPO shares are
subject to market risk and liquidity risk.
•Sector
Emphasis Risk.
The securities of companies in the same or related businesses, if comprising a
significant portion of the Fund’s portfolio, could react in some circumstances
negatively to market conditions, interest rates and economic, regulatory or
financial developments and adversely affect the value of the portfolio to a
greater extent than if securities of companies in such a sector comprised a
lesser portion of the Fund’s portfolio.
◦Information
Technology Sector Risk.
Information technology companies face intense competition, both domestically and
internationally, which may have an adverse effect on profit margins. Like other
technology companies, information technology companies may have limited product
lines, markets, financial resources or personnel. The products of information
technology companies may face product obsolescence due to rapid technological
developments and frequent new product introduction, unpredictable changes in
growth rates and competition for the services of qualified personnel. Technology
companies and companies that rely heavily on technology, especially those of
smaller, less-seasoned companies, tend to be more volatile than the overall
market.
Performance
The following performance information indicates some of the
risks of investing in the Fund. As of August 8, 2022, the Fund
has adopted the performance history of the Predecessor Fund, which operated as a
mutual fund using substantially similar investment strategies. The bar chart
shows the Predecessor Fund’s and the Fund’s performance for the calendar years
ended December 31. The table illustrates how the Predecessor Fund’s and the
Fund’s average annual returns for one-year, five years, ten years and since
inception periods compare with those of a broad measure of market performance.
The Predecessor Fund’s and the Fund’s past performance, before
and after taxes, does not necessarily indicate how the Fund will perform in the
future. Updated performance information is available on the
Fund’s website at www.logancapitalfunds.com or by calling the
Fund toll-free at 1-800-617-0004.
Calendar Year Total Returns
as of December 31
Calendar
Year to
Date Return as of June 30, 2023
21.26%
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| Highest
Quarterly Return |
Q2: 2020 |
30.67 |
% |
| Lowest
Quarterly Return |
Q2: 2022 |
-19.37 |
% |
Average Annual Total Returns
For Periods Ended December 31, 2022 for the Predecessor Fund and the
Fund
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1
Year |
5
Years |
10
Years |
Since
Inception
(6/28/2012) |
| Return Before
Taxes |
-27.87% |
10.72% |
13.14% |
13.05% |
| Return After
Taxes on Distributions |
-28.21% |
9.84% |
12.64% |
12.58% |
| Return After
Taxes on Distributions and Sale of Shares |
-16.25% |
8.61% |
11.09% |
11.05% |
|
Russell
1000®
Growth Index
(reflects no deduction for fees, expenses, or
taxes) |
-29.14% |
10.96% |
14.10% |
14.15% |
After-tax
returns are calculated using the historical highest individual federal marginal
income tax rates during the period covered by the table above and do not reflect
the impact of state and local taxes. Actual
after-tax returns depend on an investor’s tax situation and may differ from
those shown. After-tax returns shown are not relevant to investors who hold
their Shares through tax-deferred arrangements such as an individual retirement
account (“IRA”) or other tax-advantaged accounts. The
Return After Taxes on Distributions and Sale of Fund Shares is higher than other
return figures when a capital loss occurs upon redemption and provides an
assumed tax deduction that benefits the
investor.
Management
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| Investment
Adviser |
Portfolio
Managers |
Managed
the Predecessor Fund and Fund Since |
| Logan
Capital Management, Inc. |
Al
Besse, Principal |
2012 |
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| Stephen
S. Lee, Principal |
2012 |
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| Dana
H. Stewardson, Principal |
2012 |
Purchase
and Sale of Fund Shares
Shares
are listed on the Exchange, and individual Shares may only be bought and sold in
the secondary market through brokers 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).
The
Fund generally issues and redeems Creation Units in exchange for a portfolio of
securities closely approximating the holdings of the Fund (the “Deposit
Securities”) and/or a designated amount of U.S. cash. The Fund issues and
redeems Shares at NAV only in large blocks known as “Creation Units,” which only
APs (typically, broker-dealers) may purchase or redeem. Creation Units generally
consist of 25,000 Shares, though this may change from time to time.
Investors
may incur costs attributable to the difference between the highest price a buyer
is willing to pay to purchase Shares (bid) and the lowest price a seller is
willing to accept for Shares (ask) when buying or selling Shares in the
secondary market (the “bid-ask spread”). Recent information about the Fund,
including its NAV, market price, premiums and discounts, and bid-ask spreads is
available on the Fund’s website at www.logancapitalfunds.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 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 Fund, including
participation in activities that are designed to make Intermediaries more
knowledgeable about exchange-traded products, including the Fund, 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.
ADDITIONAL
INFORMATION ABOUT THE FUND
Investment
Objective
The
Fund’s investment objective has been adopted as a non-fundamental investment
policy and may be changed without shareholder approval upon 60 days’ written
notice to shareholders.
Principal
Investment Strategies
Logan
Capital’s Broad Innovative Growth investment philosophy is based on the belief
that earnings growth ultimately drives stock prices. Our goal is to invest in
U.S. companies that have outstanding earnings growth due to factors such as
superior pricing power, distribution channels, management, etc. The companies in
the portfolio are selected for their innovative thinking which often results in
a captive market for their service or product. Our investment process seeks to
identify companies that have the ability to generate sustainable and durable
long-term earnings growth and the potential to grow earnings at a faster rate
than the average stock often by using innovative technologies or ideas to gain
advantage over competitors. We are patient, long-term growth investors, which
means we will often hold through earnings setbacks that we believe are
short-term in nature as long as the fundamentals indicate that a resumption in
earnings growth is probable.
Under
normal market conditions, the Logan Capital Broad Innovative Growth ETF invests
primarily in securities of companies that use innovative or cutting-edge
technologies or ideas to gain advantage over competitors. The Fund expects to
invest principally in large capitalization equity securities that are traded on
U.S. securities exchanges. For purposes of the Fund’s investments, large
capitalization securities are those whose market capitalization at the time of
purchase falls within the range of the Russell 1000® Index. As of the most
recent reconstitution on June 23, 2023, companies in the Russell
1000®
Index had market capitalizations ranging from $152 million to $2.935 trillion.
Equity securities in which the Fund may invest include common stocks, preferred
stocks, American Depositary Receipts (“ADRs”), rights and warrants, and may
include securities of companies that are offered pursuant to an initial public
offering (“IPO”). From time to time, the Fund may be invested significantly in
securities of companies in the same economic sector. For example, as of April
30, 2023, 26.48% of the Fund’s net assets were invested in securities within the
information technology sector.
The
Fund’s investment process is “bottom up” and focused on superior security
selection. The investment team utilizes a three-component process that includes
top-down macroeconomic analysis, fundamental research and technical analysis.
For a stock to be eligible for portfolio inclusion, it must pass all three
independent components of this process.
1)Macroeconomic
analysis – To aid in security selection, the Adviser begins by analyzing
macroeconomic factors including, but not limited to, trends in real GDP growth,
short and long-term interest rates, yield curve, inflation, U.S. Federal Reserve
Board actions, productivity gains and corporate cash flow. Certain industries or
sectors may be avoided as a result of this analysis.
2)Fundamental
analysis – Investment ideas are generated utilizing the Adviser’s proprietary
ranking and screening tool which assigns a score, based on a number of factors,
to a broad universe of stocks, giving the Adviser an advantage when evaluating
new opportunities. Factors considered include, but are not limited to, market
expansion opportunities, market dominance and/or pricing power, a strong balance
sheet, and significant barriers to entry (e.g., obstacles
that prevent a company from easily entering the market or industry, such as
dominant market share, proprietary software, patents, or brand
loyalty).
3)Technical
Analysis – An evaluation that examines a stock’s price behavior and chart
patterns to determine an uptrend or downtrend. Other factors considered include,
but are not limited to, relative performance as compared to the peer group and
the overall market, historically significant price patterns, overbought and
oversold levels and support and resistance levels. “Support” occurs where a
downtrend is expected to pause due to a concentration of demand, and
“resistance” occurs where an uptrend is expected to pause, due to a
concentration of supply.
The
Adviser may sell a position when it no longer qualifies for purchase under at
least two of the three independent components.
Cash
and Cash Equivalent Holdings
The
Fund may invest up to 100% of its net assets in cash, cash equivalents, and
high-quality, short-term debt securities, money market mutual funds and money
market instruments due to a lack of suitable investment opportunities or for
temporary defensive purposes in response to adverse market, economic, political
or other conditions. This may result in the Fund not achieving its investment
objective and the Fund’s performance may be negatively affected as a
result.
To
the extent that the Fund uses a money market fund or an ETF for its cash
position, there will be some duplication of expenses because the Fund would bear
its pro rata portion of such money market fund’s or ETF’s management fees and
operational expenses.
Temporary
Defensive Positions
From
time to time, the Fund may take temporary defensive positions that are
inconsistent with its principal investment strategies in attempting to respond
to adverse market, economic, political, or other conditions. In such instances,
the Fund may hold up to 100% of its assets in cash; short-term U.S. government
securities and government agency securities; investment grade money market
instruments; money market mutual funds; investment grade fixed-income
securities; repurchase agreements; commercial paper; cash equivalents; and ETFs
that principally invest in the foregoing instruments. As a result of engaging in
these temporary measures, the Fund may not achieve its investment
objective.
Principal
Risks of Investing in the Fund
The
principal risks of investing in the Fund that may adversely affect the Fund’s
net asset value (“NAV”) or total return were previously summarized and are
discussed in more detail below. There can be no assurance that the Fund will
achieve its investment objective.
ETF
Risks. The
Fund is an ETF, and, as a result of an ETF’s structure, it is exposed to the
following risks:
◦APs,
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, 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.
◦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.
Management
Risk. Management
risk describes the Fund’s ability to meet investment objectives based on the
Adviser’s success or failure at implementing investment strategies for the Fund.
The value of your investment is subject to the effectiveness of the Adviser’s
research, analysis, asset allocation among portfolio securities and ability to
identify a stock’s appreciation potential. If the Adviser’s investment
strategies do not produce the expected results, your investment could be
diminished.
General
Market Risk. Economies
and financial markets throughout the world are becoming increasingly
interconnected, which increases the likelihood that events or conditions in one
country or region will adversely impact markets or issuers in other countries or
regions. Securities in the Fund’s portfolio may underperform in comparison to
securities in general financial markets, a particular financial market or other
asset classes due to a number of factors, including: inflation (or expectations
for inflation); interest rates; global demand for particular products or
resources; natural disasters or events; pandemic diseases; terrorism; regulatory
events; and government controls. U.S. and international markets have experienced
significant periods of volatility in recent years and months due to a number of
economic, political and global macro factors, which has resulted in disruptions
to business operations and supply chains, stress on the global healthcare
system, growth concerns in the U.S. and overseas, staffing shortages and the
inability to meet consumer demand, and widespread concern and uncertainty.
Continuing uncertainties regarding interest rates, rising inflation, political
events, rising government debt in the U.S. and trade tensions also contribute to
market volatility. As a result of continuing political tensions and armed
conflicts, including the war between Ukraine and Russia, the U.S. and the
European Union imposed sanctions on certain Russian individuals and companies,
including certain financial institutions, and have limited certain exports and
imports to and from Russia. The war has contributed to recent market volatility
and may continue to do so.
Equity
Securities Risk. The
Fund is designed for long-term investors who can accept the risks of investing
in a portfolio with significant common stock holdings. Common stocks tend to be
more volatile than other investment choices such as bonds and money market
instruments. The value of the Fund’s shares will fluctuate as a result of the
movement of the overall stock market or of the value of the individual
securities held by the Fund, and you could lose money. The equity securities
held by the Fund may experience sudden, unpredictable drops in value or long
periods of decline in value that could affect the value of the Fund’s shares and
the total return on your investment. This fluctuation may occur because of
factors that affect the securities market generally, such as adverse changes in:
economic conditions, the general outlook for corporate earnings, interest rates,
or investor sentiment. Equity securities may also lose value because of factors
affecting an entire industry or sector, such as increases in production costs,
or factors directly related to a specific company, such as decisions made by its
management.
Depositary
Receipt Risk. Depositary
receipts involve substantially identical risks to those associated with direct
investment in securities of foreign issuers. In addition, the underlying issuers
of certain depositary receipts, particularly unsponsored or unregistered
depositary receipts, are under no obligation to distribute shareholder
communications to the holders of such receipts, or to pass through to them any
voting rights with respect to the deposited securities.
Foreign
Securities Risk.
Investing
in foreign securities typically involves more risks than investing in U.S.
securities, and includes risks associated with: (1) internal and external
political and economic developments – e.g.,
the political, economic and social policies and structures of some foreign
countries may be less stable and more volatile than those in the U.S. or some
foreign countries may be subject to trading restrictions or economic sanctions;
(2) trading practices – e.g.,
government supervision and regulation of foreign securities and currency
markets, trading systems and brokers may be less than in the United States; (3)
availability of information – e.g.,
foreign issuers may not be subject to the same disclosure, accounting and
financial reporting standards and practices as U.S. issuers; (4) limited markets
–
e.g.,
the securities of certain foreign issuers may be less liquid (harder to sell)
and more volatile; and (5) currency exchange rate fluctuations and
policies.
Emerging
Markets Risk.
Emerging
markets are markets of countries in the initial stages of industrialization and
generally have low per capita income. In addition to the risks of foreign
securities in general, emerging markets are generally more volatile, have
relatively unstable governments, social and legal systems that do not protect
shareholders, economies based on only a few industries and securities markets
that are substantially smaller, less liquid and more volatile with less
government oversight than those of more developed countries.
Initial
Public Offering Risk. The
market value of IPO shares may fluctuate considerably due to factors such as the
absence of a prior public market, unseasoned trading, the small number of shares
available for trading and limited information about the issuer. The purchase of
IPO shares may involve high transaction costs. IPO shares are subject to market
risk and liquidity risk. When the Fund’s asset base is small, a significant
portion of the Fund’s performance could be attributable to investments in IPOs,
because such investments would have a magnified impact on the Fund.
Growth
Style Investment Risk.
Growth stocks can perform differently from the market as a whole and from other
types of stocks. Growth stocks may be designated as such and purchased based on
the premise that the market will eventually reward a given company’s long-term
earnings growth with a higher stock price when that company’s earnings grow
faster than both inflation and the economy in general. Thus, a growth style
investment strategy attempts to identify companies whose earnings may or are
growing at a rate faster than inflation and the economy.
While
growth stocks may react differently to issuer, political, market and economic
developments than the market as a whole and other types of stocks by rising or
falling in price in certain environments, growth stocks also tend to be
sensitive to changes in the earnings of their underlying companies and more
volatile than other types of stocks, particularly over the short term.
Furthermore, growth stocks may be more expensive relative to their current
earnings or assets compared to the values of other stocks, and if earnings
growth expectations moderate, their valuations may return to more typical norms,
causing their stock prices to fall. Finally, during periods of adverse economic
and market conditions, the stock prices of growth stocks may fall despite
favorable earnings trends.
Large-Cap
Companies Risk.
The stocks of larger companies may underperform relative to those of small- and
mid-sized companies. Larger, more established companies may be unable to respond
quickly to new competitive challenges, such as changes in technology and
consumer tastes. Many larger companies may not be able to attain the high growth
rate of successful smaller companies, especially during extended periods of
economic expansion.
Sector
Emphasis Risk.
The Adviser’s value investment strategy of identifying investment opportunities
through a bottom-up process emphasizing internally generated fundamental
research, may from time to time result in the Fund investing significant amounts
of its portfolio in securities of issuers principally engaged in the same or
related businesses. Market conditions, interest rates and economic, regulatory
or financial developments could significantly affect a single business or a
group of related businesses. Sector emphasis risk is the risk that the
securities of companies in such business or businesses, if comprising a
significant portion of the Fund’s portfolios, could react in some circumstances
negatively to these or other developments and adversely affect the value of the
portfolio to a greater extent than if such business or businesses comprised a
lesser portion of the Fund’s portfolio.
Information
Technology Sector Risk.
Information technology companies face intense competition, both domestically and
internationally, which may have an adverse effect on profit margins. Like other
technology companies, information technology companies may have limited product
lines, markets, financial resources or personnel.
The
products of information technology companies may face product obsolescence due
to rapid technological developments and frequent new product introduction,
unpredictable changes in growth rates and competition for the services of
qualified personnel. Technology companies and companies that rely heavily on
technology, especially those of smaller, less-seasoned companies, tend to be
more volatile than the overall market.
Companies
in the information technology sector are heavily dependent on patent and
intellectual property rights. The loss or impairment of these rights may
adversely affect the profitability of these companies. Finally, while all
companies may be susceptible to network security breaches, certain companies in
the information technology sector may be particular targets of hacking and
potential theft of proprietary or consumer information or disruptions in
service, which could have a material adverse effect on their businesses. These
risks are heightened for information technology companies in foreign
markets.
PORTFOLIO
HOLDINGS INFORMATION
Information
about the Fund’s daily portfolio holdings is available at
www.logancapitalfunds.com. A complete description of the Fund’s policies and
procedures with respect to the disclosure of the Fund’s portfolio holdings is
available in the Fund’s Statement of Additional Information (“SAI”).
MANAGEMENT
Investment
Adviser
Logan
Capital Management, Inc., is the Fund’s investment adviser and is located at
3843 West Chester Pike, Suite 150, Newtown Square, Pennsylvania 19073, is a
privately owned Pennsylvania corporation that became an SEC registered
investment adviser in January 1994. The Adviser offers customized portfolio
management to institutional and private investors. The Adviser’s clients include
insurance companies, charitable institutions, retirement plans and private
investors.
The
Adviser is responsible for the day-to-day management of the Fund in accordance
with the Fund’s investment objective and policies. The Adviser also furnishes
the Fund with office space and certain administrative services and provides most
of the personnel needed to fulfill its obligations under its advisory agreement.
For the services it provides to the Fund, the Fund pays the Adviser a management
fee, which is calculated daily and paid monthly, at an annual rate of 0.65% of
the Fund’s average daily net assets.
For
the fiscal year ended April 30, 2023, the Adviser received management fees of
0.65% of the Predecessor Fund’s and the Fund’s average daily net assets, after
taking into account the Expense Cap (as defined below). A discussion regarding
the basis of the Board’s approval of the investment advisory agreement is
available in the Fund’s annual report to shareholders for the fiscal year ended
April 30, 2023.
The
Adviser has contractually agreed to waive a portion or all of its management
fees and pay the Fund’s expenses in order to limit Total Annual Fund Operating
Expenses (excluding acquired fund fees and expenses (“AFFE”), taxes, interest
expense, dividends on securities sold short, and extraordinary expenses) to
0.99% of average daily net assets of the Fund (the “Expense Cap”). The Expense
Cap for the Fund will remain in effect through at least August 28, 2024, and may
be terminated only by the Board. The Adviser may request recoupment of
previously waived fees and paid expenses from the Fund for 36 months from the
date they were waived or paid, subject to the Expense Cap, if such reimbursement
will not cause the Fund’s expense ratio, after recoupment has been taken into
account, to exceed the lesser of: (1) the Expense Cap in place at the time of
the waiver and/or expense payment; or (2) the Expense Cap in place at the time
of the recoupment. This provision includes fees the Adviser previously waived or
expenses previously paid for the Predecessor Fund.
Portfolio
Managers
Al
Besse – Principal
Mr.
Besse is a founding partner and portfolio manager for the Adviser, which was
founded in 1993, and serves as President. As a member of the investment team, he
is responsible for the Adviser’s technical analysis effort. He has been in the
investment business since 1984. Prior to joining Logan Capital, he was a Vice
President at First Fidelity Bank serving as co-manager of the Charitable Equity
Fund. During his decade at the bank, he played a key role in the formation and
development of First Fidelity’s $2 billion Institutional Funds Management Group.
In 1991, he was named as the bank’s Institutional Investment Professional of the
Year. Mr. Besse is a graduate of Haverford College (BA) and The Wharton School
of the University of Pennsylvania (MBA).
Stephen
S. Lee – Principal
Mr.
Lee is a founding partner, portfolio manager and a member of the growth equity
investment team of the Adviser which was founded in 1993. Mr. Lee also oversees
portfolios for institutional and private clients. He graduated from Lehigh
University in 1990 with a B.S. in accounting. Before cofounding Logan Capital
with his partners in 1993, Stephen was previously employed at Mercer Capital
Management and Merrill Lynch. His involvement in the community includes serving
on several Investment Committees and Foundation Boards. He holds a FINRA Series
65 license.
Dana
H. Stewardson – Principal
Mr.
Stewardson is a founding partner, portfolio manager and a member of the growth
equity investment team for the Adviser, which was founded in 1993. He has been
in the investment business since 1986. Prior to co-founding Logan Capital, he
was a portfolio manager with Mercer Capital Management, Edward C. Rorer &
Co. and Kidder, Peabody & Co. He serves on the board of The Harriton
Association, Bryn Mawr, the investment committee of The Wyck Association,
Philadelphia, is a former Parent Director of Trinity College and a past Chair of
the Parents Council of The University of Pennsylvania. He is a graduate of Ohio
Wesleyan University (BA) and is a member of The Financial Analysts of
Philadelphia.
The
Fund’s SAI provides additional information about each Portfolio Manager’s
compensation structure, other accounts that the Portfolio Manager manages and
the Portfolio Manager’s ownership of Shares.
HOW
TO BUY AND SELL SHARES
The
Fund issues and redeems Shares at NAV only in Creation Units. Only APs may
acquire Shares directly from the Fund, and only APs may tender their Shares for
redemption directly to the 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 (defined below), and that
has been accepted by the Fund’s 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
at market prices. 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 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
Fund imposes 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 Fund, are an essential part of the ETF process and help
keep Share trading prices in line with NAV. As such, the Fund accommodates
frequent purchases and redemptions by APs. However, the Board has also
determined that 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 Fund employs fair value pricing and may impose transaction
fees on purchases and redemptions of Creation Units to cover the custodial and
other costs incurred by the Fund in effecting trades. In addition, the Fund and
the Adviser reserve the right to reject any purchase order at any time.
Determination
of NAV
The
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 is calculated by dividing the Fund’s net
assets by its Shares outstanding.
In
calculating its NAV, the 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. If such information is
not available for a security held by the Fund or is determined to be unreliable,
the security will be valued at fair value estimates under guidelines established
by the Adviser (as described below).
Fair
Value Pricing
The
Board has designated the Adviser as the “valuation designee” for the Fund under
Rule 2a-5 of the 1940 Act, subject to its oversight. The Adviser 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
Fund 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 Adviser-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.
Delivery
of Shareholder Documents – Householding
Householding
is an option available to certain investors of the Fund. Householding is a
method of delivery, based on the preference of the individual investor, in which
a single copy of certain shareholder documents can be delivered to investors who
share the same address, even if their accounts are registered under different
names. Householding for the Fund is available through certain broker-dealers. If
you are interested in enrolling in householding and receiving a single copy of
prospectuses and other shareholder documents, please contact your broker-dealer.
If you are currently enrolled in householding and wish to change your
householding status, please contact your broker-dealer.
DIVIDENDS,
DISTRIBUTIONS, AND TAXES
Dividends
and Distributions
The
Fund intends to pay out dividends, if any, and distribute any net realized
capital gains to its shareholders at least annually. The 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 Fund. Your investment
in the 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.
The
Fund intends to elect and qualify each year for treatment as a regulated
investment company (“RIC”) under the Code. 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, the 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 the Fund makes distributions, when you sell your Shares listed
on the Exchange; and when you purchase or redeem Creation Units (institutional
investors only).
Taxes
on Distributions
The
Fund intends to distribute, at least annually, substantially all of its net
investment income and net capital gains. 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 the Fund owned the investments that generated them,
rather than how long a shareholder has owned his or her Shares. Sales of assets
held by the Fund for more than one year generally result in long-term capital
gains and losses, and sales of assets held by the Fund for one year or less
generally result in short-term capital gains and losses. Distributions of the
Fund’s net capital gain (the excess of net long-term capital gains over net
short-term capital losses) that are reported by the 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 the 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 received 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.
Shortly
after the close of each calendar year, you will be informed of the character of
any distributions received from the Fund.
U.S.
individuals with income exceeding specified thresholds are subject to a 3.8%
Medicare contribution tax on all or a portion of their “net investment income,”
which includes interest, dividends, and certain capital gains (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 net investment
income of certain shareholders that are estates and trusts to the extent it is
not distributed by the estate or trust to its beneficiaries.
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 the Fund before
your investment (and thus were included in the Shares’ NAV when you purchased
your Shares).
You
may wish to avoid investing in the 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
the Fund’s distributions exceed its earnings and profits, all or a portion of
the distributions made for a taxable year may be recharacterized as a return of
capital to shareholders. A return of capital distribution will generally not be
taxable, but will reduce each shareholder’s cost basis in Shares and result in a
higher capital gain or lower capital loss when the Shares are sold. After a
shareholder’s basis in Shares has been reduced to zero, distributions in excess
of earnings and profits in respect of those Shares will be treated as gain from
the sale of the Shares.
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
the Fund will generally be subject to a U.S. withholding tax at the rate of 30%,
unless a lower treaty rate applies. The 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.
The
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 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.
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. The ability to deduct capital losses
may be limited.
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. Persons exchanging securities should consult their own tax advisor
with respect to whether wash sale rules apply and when a loss might be
deductible.
Any
capital gain or loss realized upon redemption of Creation Units is generally
treated as 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.
The
foregoing discussion summarizes some of the possible consequences under current
federal tax law of an investment in the Fund. It is not a substitute for
personal tax advice. You also may be subject to state and local tax on Fund
distributions and sales of Shares. Consult your personal tax advisor 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.
DISTRIBUTION
The
Distributor, Quasar Distributors, LLC, is a broker-dealer registered with the
SEC. The Distributor distributes Creation Units for the Fund on an agency basis
and does not maintain a secondary market in Shares. The Distributor has no role
in determining the policies of the Fund or the securities that are purchased or
sold by the Fund. The Distributor’s principal address is 111 East Kilbourn
Avenue, Suite 2200, Milwaukee, Wisconsin 53202.
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, the 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 Fund, 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 the Fund’s assets, over time these fees
will increase the cost of your investment and may cost you more than certain
other types of sales charges.
PREMIUM/DISCOUNT
INFORMATION
Information
regarding how often Shares traded on the Exchange at a price above (i.e.,
at a premium) or below (i.e.,
at a discount) the NAV per Share is available, free of charge, on the Fund’s
website at www.logancapitalfunds.com.
ADDITIONAL
NOTICES
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 Fund 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 Fund particularly.
FINANCIAL
HIGHLIGHTS
The
financial highlights tables are intended to help you understand the Predecessor
Fund’s and the Fund’s financial performance for the period of the Predecessor
Fund’s and the Fund’s operations. Certain information reflects financial results
for a single Fund share. The total returns in the table represent the rate that
an investor would have earned on an investment in the Predecessor Fund and the
Fund (assuming reinvestment of all dividends and distributions). This
information has been audited by Tait, Weller & Baker LLP, the Predecessor
Fund’s and the Fund’s independent registered public accounting firm, whose
report, along with the Predecessor Fund’s and the Fund’s financial statements,
are included in the annual
report,
which is available upon request.
For
a share outstanding throughout each year
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| Institutional
Class |
Year
Ended April 30, |
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2023(1) |
| 2022 |
| 2021 |
| 2020 |
| 2019 |
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Net
Asset Value –
Beginning of Year |
$ |
32.16 |
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| $ |
39.73 |
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| $ |
26.31 |
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| $ |
25.61 |
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| $ |
22.29 |
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Income
from
Investment Operations: |
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|
|
|
|
|
|
| |
| Net
investment loss^ |
(0.01) |
|
| (0.10) |
|
| (0.15) |
|
| (0.10) |
|
| (0.10) |
|
|
|
| |
Net
realized and unrealized
gain/(loss) on investments |
1.49 |
|
| (4.46) |
|
| 15.45 |
|
| 0.91 |
|
| 3.97 |
|
|
|
| |
|
Total
from
investment
operations |
1.48 |
|
| (4.56) |
|
| 15.30 |
|
| 0.81 |
|
| 3.87 |
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
| Less
Distributions: |
|
|
|
|
|
|
|
|
|
|
|
| |
Distributions
from
net realized gains |
(0.61) |
|
| (3.01) |
|
| (1.88) |
|
| (0.11) |
|
| (0.55) |
|
|
|
| |
| Total
distributions |
(0.61) |
|
| (3.01) |
|
| (1.88) |
|
| (0.11) |
|
| (0.55) |
|
|
|
| |
| Redemption
fees |
0.00^~ |
| 0.00^~ |
| 0.00^~ |
| — |
|
| — |
|
|
|
| |
Net
Asset Value –
End of Year |
$ |
33.03 |
|
| $ |
32.16 |
|
| $ |
39.73 |
|
| $ |
26.31 |
|
| $ |
25.61 |
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
| Total
return, at NAV |
4.78 |
% |
| -13.28 |
% |
| 59.01 |
% |
| 3.15 |
% |
| 17.95 |
% |
|
|
| |
| Total
return, at Market |
4.72 |
% |
| — |
% |
| — |
% |
| — |
% |
| — |
% |
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
| Ratios
and Supplemental Data: |
|
|
|
|
|
|
|
|
|
|
|
| |
Net
assets, end of
year (thousands) |
$ |
48,361 |
|
| $ |
50,624 |
|
| $ |
40,964 |
|
| $ |
27,850 |
|
| $ |
24,936 |
|
|
|
| |
Ratio
of expenses to
average net assets: |
|
|
|
|
|
|
|
|
|
|
|
| |
| Before
fee waivers and recoupment |
1.01 |
% |
| 1.03 |
% |
| 1.13 |
% |
| 1.29 |
% |
| 1.33 |
% |
|
|
| |
| After
fee waivers and recoupment |
1.01 |
% |
| 1.10 |
% |
| 1.17 |
% |
| 1.24 |
% |
| 1.24 |
% |
|
|
| |
Ratio
of net investment loss
to average net assets: |
|
|
|
|
|
|
|
|
|
|
|
| |
| Before
fee waivers and recoupment |
(0.03) |
% |
| (0.18) |
% |
| (0.39) |
% |
| (0.46) |
% |
| (0.51) |
% |
|
|
| |
| After
fee waivers and recoupment |
(0.03) |
% |
| (0.25) |
% |
| (0.43) |
% |
| (0.41) |
% |
| (0.42) |
% |
|
|
| |
|
Portfolio
turnover rate(2) |
10 |
% |
| 13 |
% |
| 11 |
% |
| 12 |
% |
| 7 |
% |
|
|
| |
^
Based on average shares outstanding.
~
Amount is less than $0.01 per share.
(1)
The Fund converted from a mutual fund to an ETF pursuant to an Agreement and
Plan of Reorganization on August 5, 2022. See Note 1 in the Notes to Financial
Statements in the Annual
Report
for additional information about the Reorganization.
(2)
Excludes impact of in-kind transactions.
Logan
Capital Broad Innovative Growth ETF
Investment
Adviser
Logan
Capital Management, Inc.
3843
West Chester Pike, Suite 150
Newtown
Square, Pennsylvania 19073
Distributor
Quasar
Distributors, LLC
111
East Kilbourn Avenue, Suite 2200
Milwaukee,
Wisconsin 53202
Custodian
U.S.
Bank National Association
Custody
Operations
1555
North RiverCenter Drive, Suite 302
Milwaukee,
Wisconsin 53212
Transfer
Agent
U.S.
Bank Global Fund Services
615
East Michigan Street
Milwaukee,
Wisconsin 53202
Independent
Registered Public Accounting Firm
Tait,
Weller & Baker LLP
Two
Liberty Place
50
South 16th Street, Suite 2900
Philadelphia,
Pennsylvania 19102
Legal
Counsel
Sullivan
& Worcester LLP
1633
Broadway, 32nd Floor
New
York, New York 10019
Investors
may find more information about the Fund in the following documents:
Statement
of Additional Information: The
Fund’s SAI provides additional details about the investments and techniques of
the Fund and certain other additional information. A current SAI dated August
28, 2023 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 the Predecessor Fund’s and the Fund’s investments is available
in the Fund’s annual and semi-annual reports to shareholders. In the annual
report you will find a discussion of the market conditions and investment
strategies that significantly affected the Predecessor Fund’s and the Fund’s
performance.
You
can obtain free copies of these documents, request other information or make
general inquiries about the Fund by contacting the Fund at Logan Capital Broad
Innovative Growth ETF, c/o U.S. Bank Global Fund Services, P.O. Box 701,
Milwaukee, Wisconsin 53201-0701 or calling 1-800-617-0004.
Shareholder
reports and other information about the Fund are 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 website at www.logancapitalfunds.com;
or
(SEC
Investment Company Act File No. 811-07959)
