SUBJECT
TO COMPLETION
Dated
August 17, 2022
THE
INFORMATION HEREIN IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE
SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SEC IS EFFECTIVE.
THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IS NOT SOLICITING
AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION IN WHICH THE OFFER OR SALE
IS NOT PERMITTED.
[LOGO]
Adaptiv™
Select ETF
Listed
on [NYSE Arca, Inc.]: ADPV
Prospectus
November
1, 2022
The
U.S. Securities and Exchange Commission (“SEC”) has not approved or disapproved
of these securities or determined if this Prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
Adaptiv™
Select ETF
A
series of Series Portfolios Trust (the “Trust”)
TABLE
OF CONTENTS
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Adaptiv™
Select ETF |
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Investing
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Adaptiv™
Select ETF
Investment
Objective
The
Adaptiv™ Select ETF (the “Fund”) seeks long-term capital appreciation with
limited drawdowns during extended periods of market volatility.
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. 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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Annual
Fund Operating Expenses
(expenses
that you pay each year as a percentage of the value of your
investment) |
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Management
Fees |
[...]% |
Distribution
and Service (Rule 12b-1) Fees |
0.00% |
Other
Expenses(1) |
0.00% |
Total
Annual Fund Operating Expenses |
[...]% |
(1)“Other
Expenses” are estimated for the Fund’s 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 mutual funds. The Example assumes that you invest
$10,000 in the Fund for the time periods indicated and then sell 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. Although your actual costs may be higher or lower, based on
these assumptions, your costs would be:
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One
Year |
Three
Years |
[...] |
[...] |
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 Fund
shares are held in a taxable account. These costs, which are not reflected in
the annual Fund operating expenses or in the Example, affect the Fund’s
performance. No portfolio turnover rate is provided for the Fund because the
Fund had not commenced operations prior to the date of this Prospectus.
Principal
Investment Strategies
The
Fund is a non-diversified actively managed exchange-traded fund (“ETF”). The
Fund, under normal conditions, will invest substantially all of its net assets
in a portfolio of publicly-listed equity securities of 25 to 40 U.S. large
capitalization companies. For purposes of the Fund’s investments, the Fund
defines large capitalization securities as those whose market capitalization are
within the 1,000 largest capitalized stocks in the United States. As of June 30,
2022, the market capitalization range of companies comprising the 1,000 largest
capitalized stocks in the United States was $330 million to $2.22
trillion.
Client
First Investment Management LLC (the “Adviser”), the Fund’s investment adviser,
will apply a multi-factor rules-based model (the “Model”) in selecting
investments for the Fund. The Model is developed and maintained by the Adviser
and utilizes a U.S. equity market regime filter to identify long-term trends.
The Model evaluates technical momentum indicators, such as longer-term moving
averages, to determine whether the broader U.S. equity market is moving upwards
or downwards. When the U.S. equity market is trending upwards, the Adviser will
use the Model’s technical momentum indicators, including rate of change and
average true value, to rank all of the stocks in the Fund’s investment universe
each week. From that numerical ranking, the Adviser selects the highest ranked
stocks. The Fund is non-diversified and will initially hold 25 stocks that are
equally weighted at time of purchase. Thereafter, the Model will re-rank the
stocks in the Fund’s investment universe on a weekly basis and the Adviser will
adjust the Fund’s portfolio each week in accordance with the Model. If the Model
prescribes that the Fund should sell certain holdings, those will be replaced by
the next highest ranked stocks in the Model’s rankings that the Fund does not
already own.
When
the Model identifies a long-term downward trend in the U.S. equity market, the
Fund will sell all of its equity holdings and invest its entire portfolio in
short-term
US Treasuries such as 1- to 3-month US Treasury bills, as well as cash and cash
equivalents,
to prevent extended declines. When the Model then indicates that the U.S. equity
market is moving upwards again, the Fund will again invest in an equally
weighted portfolio of equity securities in accordance with the Model’s rankings.
The Adviser will use the Model’s technical momentum indicators, such as
longer-term moving averages, to determine whether the broad equity market is
trending upwards or downwards. When the Fund is invested in equity securities,
the selection of between 25 and 40 individual securities is based on a ranking
system, in which the Fund will select up to 40 securities at any given time. The
Fund will sell a security when its Model ranking experiences statistically
significant decrease. That security will then be replaced with the next highest
ranked security the Fund does not already own.
The
Fund will primarily own common stocks, but may also invest in equity securities
of real estate investment trusts (“REITs”). A REIT is a corporation, trust or
association dedicated to owning, operating or financing income-producing real
estate.
In
an effort to achieve its goals, the Fund may engage in active and frequent
trading. The Fund is non-diversified, which means that it may invest a
significant portion of its assets in the securities of a single issuer or small
number of issuers. The Fund does not intend to concentrate its investments in
the securities of issuers in a particular industry or group of industries but
will concentrate its investments in the securities of issuers in an industry or
group of industries to the extent that investing in accordance with the Model
results in an industry concentration.
Principal
Risks
As
with any fund, there are risks to investing. An investment in the Fund is not a
deposit of a bank and is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other governmental agency. In addition to possibly
not achieving your investment goals, you
could lose all or a portion of your investment in the Fund over short or even
long periods of time.
The principal risks of investing in the Fund are summarized below.
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 only a limited number of institutional investors (known as “Authorized
Participants” or “APs”) that are authorized to purchase and redeem shares
directly from the Fund. 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 of the Fund may trade at a material discount
to the Fund’s net asset value (“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 of the Fund, 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 of the Fund may be bought and sold in the secondary market
at market prices. Although it is expected that the market price of shares of the
Fund 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 of the Fund are listed for trading on the NYSE Arca (the
“Exchange”), there can be no assurance that an active trading market for shares
will develop or be maintained or that shares will trade with any volume, or at
all, on any stock exchange. In stressed market conditions, the market for shares
of the Fund 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 Fund’s shares, in turn, can lead to differences between the
market price of the Fund’s shares and the underlying value of those shares. In
addition, trading in Fund shares may be halted due to market conditions or for
reasons that, in the view of the Exchange, make trading in shares of the Fund
inadvisable.
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.
Active
Management Risk.
Active management by the Adviser in selecting and maintaining a portfolio of
securities that will achieve the Fund’s investment objective could cause the
Fund to underperform compared to other funds having similar investment
objectives. For longer periods of time, the Fund may hold a substantial cash
position. If the market advances during periods when the fund is holding a large
cash position, the Fund may not participate to the extent it would have if the
Fund had been more fully invested.
Momentum
Investing Risk.
The Adviser will employ a momentum style of investing to determine which equity
securities it will select for the Fund’s portfolio. Securities that exhibit
momentum characteristics may be more volatile than the market as a whole, and
the returns on securities that previously have exhibited price momentum or
proximity to price peaks are less than returns on other styles of investing.
Momentum can turn quickly, and stocks that previously have exhibited high
momentum may not experience continued positive momentum. In addition, investor
perceptions of the value of a company may turn quickly, and stocks that have
recently set multiple price peaks may not continue to do so, may be considered
overvalued, and may decline faster than other investments.
Model
Risk. The
Adviser relies heavily on a quantitative model developed by the Adviser, rather
than granting complete trade-by-trade discretion to the Adviser’s investment
professionals. Models and data are used to value and rank investments or
potential investments, to provide risk management insights and to assist in
reducing extending declines in in the Fund’s net asset value. Models and data
are known to have errors, omissions, imperfections and malfunctions. When models
and data prove to be incorrect, misleading or incomplete, any decisions made in
reliance thereon will expose the Fund to risks.
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.
Large
Capitalization Risk.
Larger, more established companies may be unable to respond quickly to new
competitive challenges such as changes in technology and consumer tastes. Larger
companies also may not be able to attain the high growth rates of successful
smaller companies.
U.S.
Government Obligations Risk.
The Fund may invest in securities issued by the U.S. government. There can be no
guarantee that the United States will be able to meet its payment obligations
with respect to such securities. Additionally, market prices and yields of
securities supported by the full faith and credit of the U.S. government may
decline or be negative for short or long periods of time.
Market
Events Risk. One
or more markets in which the Fund invests may go down in value, including the
possibility that the markets will go down sharply and unpredictably. This may be
due to numerous factors, including interest rates, the outlook for corporate
profits, the health of the national and world economies, national and world
social and political events, and the fluctuation of other stock markets around
the world. The global pandemic outbreak of an infectious respiratory illness
caused by a novel coronavirus known as COVID-19 and subsequent efforts to
contain its spread have resulted and may continue to result in substantial
market volatility and global business disruption, affecting the global economy
and the financial health of individual companies in significant and unforeseen
ways. In addition, the Fund may face challenges with respect to its day-to-day
operations if key personnel of the Adviser or other service providers are
unavailable due to quarantines, restrictions on travel, or other restrictions
imposed by state or federal regulatory authorities. The duration and future
impact of COVID-19 are currently unknown, which may exacerbate the other risks
that apply to the Fund and could adversely affect the value and liquidity of the
Fund’s investments, impair the Fund’s ability to satisfy AP transaction
requests, and negatively affect the Fund’s performance.
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.
REIT
Risk.
REITs are companies that own or finance income-producing real estate.
Investments in REITs are subject to the risks associated with investing in the
real estate industry such as adverse developments affecting the real estate
industry and real property values, including losses from casualty or
condemnation, and changes in local and general economic conditions, supply and
demand, interest rates, zoning laws, regulatory limitations on rents, property
taxes and operating expenses. The Fund’s investments in REITs also subject it to
management and tax risks.
High
Portfolio Turnover Risk.
A high portfolio turnover rate has the potential to result in the realization
and distribution to shareholders of higher capital gains, which may subject you
to a higher tax liability. High portfolio turnover also necessarily results in
greater transaction costs which may reduce Fund performance.
Performance
Performance
information for the Fund is not included because the Fund had not commenced
operations prior to the date of this Prospectus. Performance information will be
available once the Fund has at least one calendar year of performance. The
Fund’s past performance, before and after taxes, is not necessarily an
indication of how the Fund will perform in the future and does not guarantee
future results. Updated performance information will be available on the Fund’s
website at www.ADPVetf.com or by calling the Fund toll-free at
800-617-0004.
Management
Investment
Adviser
Client
First Investment Management LLC is the Fund’s investment adviser.
Sub-Adviser
Exchange
Traded Concepts, LLC is the Fund’s investment sub-adviser.
Portfolio
Managers
David
Zarling, Chartered Market Technician (“CMT”), Partner, Head of Investment
Strategy & Research of the Adviser, and Ian McMillan, CMT, Portfolio Manager
and Market Analyst of the Adviser, are each portfolio managers responsible
for
the day-to-day management of the Fund. Mr. Zarling and Mr. McMillan have each
managed the Fund since its inception in [2022]. [...] each a portfolio manager
for Exchange Traded Concepts, LLC (the “Sub-Adviser”), have been portfolio
managers of the Fund since its inception in [2022].
Purchase
and Sale of Fund Shares
Shares
of the Fund 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 of the Fund trade at market prices rather than NAV, Shares
may trade at a price greater than NAV (premium) or less than NAV
(discount).
The
Fund issues and redeems its shares at NAV only in large specified numbers of
shares known as “Creation Units,” which only APs (typically, broker-dealers) may
purchase or redeem. The Fund generally issues and redeems Creation Units in
exchange for a portfolio of securities and/or a designated amount of U.S.
cash.
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.ADPVetf.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.
Payments
to Broker-Dealers and Other Financial Intermediaries
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.
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Additional
Information About the Fund |
Investment
Objective
The
Fund seeks long-term capital appreciation with limited drawdowns during extended
periods of market volatility. The 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
The
Fund is an non-diversified actively managed exchange traded fund (“ETF”). The
Fund, under normal conditions, will invest substantially all of its net assets
in a portfolio of publicly-listed equity securities of between 25 and 40 U.S.
large capitalization companies. For purposes of the Fund’s investments, the Fund
defines large capitalization securities as those whose market capitalization are
within the 1,000 largest capitalized stocks in the United States. As of June 30,
2022, the market capitalization range of companies comprising the 1,000 largest
capitalized stocks in the United States was $330 million to $2.22
trillion.
When
the U.S. equity market is trending upwards, the Fund will use technical momentum
indicators such as rate of change and average true value to select up to 40 of
the strongest stocks, as determined by the Adviser, from the 1,000 largest
capitalized stocks in the United States. The Fund’s non-diversified approach
will initially hold 25 stocks, equally weighted at time of purchase. The Adviser
will implement a U.S. equity market regime filter to identify long-term trends.
When the Adviser identifies a long-term downtrend, based on technical momentum
indicators, such as long-term moving averages, in the U.S. equity market, the
Fund will invest its entire portfolio primarily in short-term US Treasuries such
as 1- to 3-month US Treasury bills, as well as cash and cash equivalents to
prevent extended declines. The Fund will shift away from US Treasuries (or cash
and cash equivalents as applicable) and into a equally weighted portfolio of 25
to 40 individual securities, when the Adviser, based on the Model, has
determined that the broad equity market has entered an uptrend.
When
the Fund is invested in equity securities, the Adviser will select individual
securities based on a ranking system, which is reviewed on a weekly basis. While
the Fund intends to select the top 25 to 40 individual securities, some
securities will remain in the Fund even if not ranked in the top 40 at the time
of the weekly review of the rankings. If the Model prescribes that the Fund
should sell certain holdings, those will be replaced by the next highest ranked
stocks in the Model’s rankings that the Fund does not already own. When a
security is added to the portfolio, it will typically be allocated to the
portfolio based on the current weighting of the security being replaced, without
rebalancing the entire portfolio.
The
Fund will primarily own common stocks, but may also invest in equity securities
of REITs. REITs are publicly traded corporations or trusts that specialize in
acquiring, holding and managing residential, commercial or industrial real
estate. A REIT is not taxed at the entity level on income distributed to its
shareholders or unitholders if it distributes to shareholders or unitholders at
least 95% of its taxable income for each taxable year and complies with
regulatory requirements relating to its organization, ownership, assets and
income. REITs are sometimes informally characterized as Equity REITs, Mortgage
REITs or Hybrid REITs. An Equity REIT invests primarily in the fee ownership or
leasehold ownership of land and buildings (e.g., commercial equity REITs and
residential equity REITs); a Mortgage REIT invests primarily in mortgages on
real property, which may secure construction, development or long-term loans.
Hybrid REITs may invest in a combination of properties, mortgages and
mortgage-backed securities.
In
an effort to achieve its goals, the Fund may engage in active and frequent
trading. The Fund is non-diversified, which means that it may invest a
significant portion of its assets in the securities of a single issuer or small
number of issuers.
The
Fund does not intend to concentrate in a particular industry or group of
industries but will concentrate in an industry to the extent that investing in
accordance with the Model results in an industry concentration.
Principal
Risks
An
investment in the Fund entails risks. The Fund could lose money, or its
performance could trail that of other investment alternatives. The following
provides additional information about the Fund’s principal risks. It is
important that investors closely review and understand these risks before making
an investment decision.
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 only a limited number of institutional investors 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 of the Fund may trade at a material discount to the Fund’s 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 of the Fund 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 of the Fund. 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 of the Fund (the “bid” price) and the price at which an investor is
willing to sell shares of the Fund (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 of the Fund based on trading volume and
market liquidity, and is generally lower if the Fund’s shares have more trading
volume and market liquidity and higher if Fund’s 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 of the
Fund, including bid/ask spreads, frequent trading of the Fund’s shares may
significantly reduce investment results and an investment in Fund 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 of the Fund may be bought and sold in the secondary market
at market prices. Although it is expected that the market price of shares of the
Fund 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. The market price of shares of the Fund 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 of the Fund. In times of severe market
disruption, the bid/ask spread can increase significantly. At those times,
shares of the Fund 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 of the Fund 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 of the Fund 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 of the Fund when extraordinary volatility causes sudden, significant
swings in the market price of shares of the Fund. There can be no assurance that
shares of the Fund will trade with any volume, or at all, on any stock exchange.
In stressed market conditions, the market for the Fund’s shares may become less
liquid in response to deteriorating liquidity in the markets for the Fund’s
underlying portfolio holdings. These factors, among others, may lead to the
Fund’s shares trading at a premium or discount to NAV.
◦Early
Close/Trading Halt.
An exchange or market may close early or issue trading halts on specific
securities or financial instruments. The ability to trade certain securities or
financial instruments may be restricted, which may disrupt the Fund’s creation
and redemption process, potentially affect the price at which the Fund’s shares
trade in the secondary market, and/or result in the Fund being unable to trade
certain securities or financial instruments. In these circumstances, the Fund
may be unable to rebalance its portfolio, may be unable to accurately price its
investments and/or may incur substantial trading losses.
New
Fund Risk.
As of the date of this Prospectus, the Fund has no operating history and there
can be no assurance that the Fund will grow to or maintain an economically
viable size, in which case the Board may determine to liquidate the Fund.
Liquidation of the Fund can be initiated without shareholder approval by the
Trust’s Board of Trustees if it determines it is in the best interest of
shareholders. As a result, the timing of any Fund liquidation may not be
favorable to certain individual shareholders.
Active
Management Risk.
Active management by the Adviser in selecting and maintaining a portfolio of
securities that will achieve the Fund’s investment objective could cause the
Fund to underperform compared to other funds having similar investment
objectives. For longer periods of time, the Fund may hold a substantial cash
position. If the market advances during periods when the fund is holding a large
cash position, the Fund may not participate to the extent it would have if the
Fund had been more fully invested.
Momentum
Investing Risk. The
Adviser will employ a momentum style of investing to determine which equity
securities it will select for the Fund’s portfolio. Securities that exhibit
momentum characteristics may be more volatile than the market as a whole, and
the returns on securities that previously have exhibited price momentum or
proximity to price peaks are less than returns on other styles of investing.
Momentum can turn quickly, and stocks that previously have exhibited high
momentum may not experience continued positive momentum. In addition, investor
perceptions of the value of a company may turn quickly, and stocks that have
recently set multiple price peaks may not continue to do so, may be considered
overvalued, and may decline faster than other investments.
Model
Risk. The
Adviser relies heavily on a quantitative model developed by the Adviser, rather
than granting complete trade-by-trade discretion to the Adviser’s investment
professionals. Models and data are used to value and rank investments or
potential investments, to provide risk management insights and to assist in
reducing extending declines in in the Fund’s net asset value. Models and data
are known to have errors, omissions, imperfections and malfunctions
(collectively, “System Events”). When models and data prove to be incorrect,
misleading or incomplete, any decisions made in reliance thereon will expose the
Fund to risks.
The
Adviser seeks to reduce the incidence and impact of System Events through a
certain degree of internal testing and real-time monitoring, and the use of
independent safeguards in the overall portfolio management system. Despite such
testing, monitoring and independent safeguards, System Events may result in,
among other things, the failure to execute anticipated trades, delays to the
execution of anticipated trades, the failure to properly allocate trades, the
failure to properly gather and organize available data, all of which may have
materially negative effects on the Fund and/or its returns.
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.
Large
Capitalization Risk. Larger,
more established companies may be unable to respond quickly to new competitive
challenges such as changes in technology and consumer tastes. Larger companies
also may not be able to attain the high growth rates of successful smaller
companies. If valuations of large capitalization companies appear to be greatly
out of proportion to the valuations of small or medium capitalization companies,
investors may migrate to the stocks of small and medium-sized
companies.
U.S.
Government Obligations Risk.
The Fund may invest in securities issued by the U.S. government. There can be no
guarantee that the United States will be able to meet its payment obligations
with respect to such securities. Additionally, market prices and yields of
securities supported by the full faith and credit of the U.S. government may
decline or be negative for short or long periods of time.
Market
Events Risk.
One or more markets in which the Fund invests may go down in value, including
the possibility that the markets will go down sharply and unpredictably. This
may be due to numerous factors, including interest rates, the outlook for
corporate profits, the health of the national and world economies, national and
world social and political events, and the fluctuation of other stock markets
around the world. The global pandemic outbreak of an infectious respiratory
illness caused by a novel coronavirus known as COVID-19 and subsequent efforts
to contain its spread have resulted and may continue to result in, among other
things, substantial market volatility and reduced liquidity in financial
markets; exchange trading suspensions and closures; higher default rates; travel
restrictions and disruptions; significant global disruptions to business
operations and supply chains; lower consumer demand for goods and services;
significant job losses and increasing unemployment; event and service
cancellations and restrictions; significant challenges in healthcare service
preparation and delivery; prolonged quarantines; and general concern and
uncertainty. The impact of this pandemic and any other public health emergencies
(such as any other epidemics or pandemics) that may arise in the future could
adversely affect the economies of many nations or the entire global economy and
the financial performance of individual issuers, sectors, industries, asset
classes, and markets in significant and unforeseen ways. Extraordinary actions
taken by governments and central banks to support local and global economies and
the financial markets in response to the COVID-19 pandemic may not succeed or
have the intended effect, and in some cases, have resulted in a large expansion
of government deficits and debt, the long-term consequences of which are not
known. This crisis or other public health crises may also exacerbate other
pre-existing political, social, economic, market and financial risks. In
addition, the Fund may face challenges with respect to its day-to-day operations
if key personnel of the Adviser or other service providers are unavailable due
to quarantines, restrictions on travel, or other restrictions imposed by state
or federal regulatory authorities. The duration and future impact of COVID-19
are currently unknown and cannot be determined with certainty, which may
exacerbate the other risks that apply to the Fund and could adversely affect the
value and liquidity of the Fund’s investments, impair the Fund’s ability to
satisfy AP transaction requests, and negatively affect the Fund’s
performance.
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.
REIT
Risk.
REITs are companies that own or finance income-producing real estate.
Investments in REITs are subject to the risks associated with investing in the
real estate industry such as adverse developments affecting the real estate
industry and real property values, including losses from casualty or
condemnation, and changes in local and general economic conditions, supply and
demand, interest rates, zoning laws, regulatory limitations on rents, property
taxes and operating expenses. The Fund’s investments in REITs also subject it to
management and tax risks.
High
Portfolio Turnover Risk.
The Fund’s principal investment strategies involve actively trading securities,
resulting in a high portfolio turnover rate, which can increase transaction
costs (thus lowering performance) and taxable distributions.
A
high portfolio turnover rate generally involves correspondingly greater
brokerage commission expenses, which must be borne directly by the Fund,
reducing Fund returns accordingly. The portfolio turnover rate of the Fund may
vary from year to year.
Portfolio
Holdings
Information
about the Fund’s daily portfolio holdings is available at www.ADPVetf.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”).
Investment
Adviser
The
Fund has entered into an investment advisory agreement (“Advisory Agreement”)
with Client First Investment Management LLC (the “Adviser” or “Infrastructure
Capital”), located at 215 North Main Street, Suite 1040 West Bend, WI 53095. The
Adviser was formed in December 2015 and provides both consulting and investment
management services to a wide variety of clients. As of [...], 2022, the Adviser
had over $[...] million in assets under management.
Subject
to the oversight of the Board, the Adviser is responsible for the day-to-day
management of the Fund in accordance with the Fund’s investment objective and
policies. For the services provided to the Fund by the Adviser, the Fund pays
the Adviser a unified management fee, which is calculated daily and paid
monthly, at an annual rate of [...]% of the Fund’s average daily net assets.
Under the Advisory Agreement, the Adviser has agreed to pay all expenses
incurred by the Fund except for 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; distribution fees and
expenses paid by the Fund under any distribution plan adopted pursuant to Rule
12b-1 under the 1940 Act, and the unified management fee payable to the Adviser
(collectively, the “Excluded Expenses”).
A
discussion regarding the basis for the Board’s initial approval of the Advisory
Agreement between the Adviser and the Trust will be available in the Fund’s
first semi-annual report to shareholders after the Fund’s commencement of
operations.
The
Fund, as a series of the Trust, does not hold itself out as related to any other
series of the Trust for purposes of investment and investor services, nor does
it share the same investment adviser with any other series of the
Trust.
Sub-Adviser
Exchange
Traded Concepts, LLC, an Oklahoma limited liability company located at 10900
Hefner Pointe Drive, Suite 400, Oklahoma City, Oklahoma 73120, is responsible
for the day-to-day management of the Fund. An SEC-registered investment adviser
formed in 2018, the Sub-Adviser is majority owned by Cottonwood ETF Holdings
LLC. As of March 31, 2022, the Sub-Adviser had approximately $7.55 billion under
management.
The
Sub-Adviser is responsible for trading portfolio securities for the Fund,
including selecting broker-dealers to execute purchase and sale transactions or
in connection with any rebalancing of the Fund, subject to the supervision of
the Adviser and the Board. For its services, the Sub-Adviser is entitled to a
fee by the Adviser, which fee is calculated daily and paid monthly, at an annual
rate based on the accumulative average daily net assets of the Fund, and
[subject to a minimum annual fee as follows]: [ETC Fee Schedule]
Portfolio
Managers
David
Zarling, CMT, Partner, Head of Investment Strategy & Research of the
Adviser
Mr.
Zarling is a Partner and the Head of Investment Strategy & Research of the
Adviser, where since 2016 he has responsible for managing client investments.
Mr. Zarling has over 22 years of industry experience. Prior to owning the
Adviser, David worked at BMO Global Asset Management and M&I Wealth
Management. David is a CMT®
Charterholder.
The Chartered Market Technician® (CMT) credential is the preeminent, global
designation for practitioners of technical analysis, awarded to those who
demonstrate mastery of a core body of knowledge of investment risk in portfolio
management settings.
Ian
McMillan, CMT, Portfolio Manager and Market Analyst of the Adviser,
Mr.
McMillan is portfolio manager and market analyst of the Adviser. Prior to
joining the Adviser in 2019, Mr. McMillan served as an investment analyst at
multiple registered investment advisors from 2010 to 2019, helping drive
portfolio construction and trading. Mr. McMillan has over 12 years of industry
experience. Mr. McMillan is a CMT®
Charterholder.
[ETC
PM info]
The
Fund’s SAI provides additional information about the portfolio manager’s
compensation, other accounts managed by the portfolio manager and the portfolio
manager’s ownership of Fund shares.
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How
to Buy and Sell Shares |
The
Fund issues and redeems its shares only in Creation Units at the NAV per share
next determined after receipt of an order from an AP. Only APs may acquire the
Fund’s 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 an authorized
participant agreement (“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, the Fund’s shares trade in the secondary market in quantities less than
a Creation Unit.
Most
investors buy and sell the Fund’s shares in secondary market transactions
through brokers. Individual shares of the Fund 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 the Fund’s shares through a broker, you will pay or receive
the market price. You may incur customary brokerage commissions and charges, and
you may pay some or all of the spread between the bid and the offered 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 the Fund’s 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.
Depository Trust Company (“DTC”) or its nominee is the record owner of all
outstanding shares of the Fund.
Investors
owning Shares are beneficial owners as shown on the records of DTC or its
participants. DTC serves as the securities depository for all Shares. 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.
Investing
in the Fund
For
more information on how to buy and sell shares of the Fund, visit the Fund’s
website at www.ADPVetf.com or by calling the Fund toll-free at
800-617-0004.
Frequent
Purchases and Redemptions of Shares
Shares
of the Fund are listed for trading on the Exchange, which allows retail
investors to purchase and sell individual shares at market prices throughout the
trading day similar to other publicly traded securities. Because these secondary
market trades do not involve the Fund directly, it is unlikely that secondary
market trading would cause any harmful effects of market timing, such as
dilution, disruption of portfolio management, increases in the Fund’s trading
costs or realization of capital gains. The Board has determined not to adopt
policies and procedures designed to prevent or monitor for frequent purchases
and redemptions of the Fund’s shares because the Fund sells and redeems its
shares at NAV only in Creation Units pursuant to the terms of a Participant
Agreement between the Distributor and an AP. The Fund may impose transaction
fees on such Creation Unit transactions that are designed to offset the Fund’s
transfer and other transaction costs associated with the issuance and redemption
of the Creation Unit shares. Direct trading by APs is critical to ensuring that
the Fund’s shares trade at or close to NAV. Although the Fund imposes no
restrictions on the frequency of purchases and redemptions of Creation Units,
the Fund and the Adviser reserve the right to reject or limit purchases at any
time as described in the Fund’s SAI.
Determination
of Net Asset Value
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. In particular, the Fund
generally values equity securities traded on any recognized U.S. or non-U.S.
exchange at the last sale price or official closing price on the exchange or
system on which they are principally traded. 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 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 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 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 Other Registered Investment Companies
Section
12(d)(1) of the 1940 Act restricts investments by registered investment
companies in the securities of other investment companies, including shares of
the Fund. Registered investment companies are permitted to invest in the Fund
beyond the limits set forth in section 12(d)(1), subject to certain conditions
set forth in Rule 12d1-4 under the 1940 Act, including that such investment
companies enter into an agreement with the Fund.
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Distribution
of Fund Shares |
Dividends,
Distributions and their Taxation
Rule
12b-1 Distribution Fees
[The
Trust has adopted a Rule 12b-1 distribution plan (the “Rule 12b-1 Plan”) under
the 1940 Act. Under the terms of the Rule 12b-1 Plan, the Fund is authorized to
pay an aggregate fee equal 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 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.]
Dividends
and Distributions
The
Fund intends to pay dividends from net investment income annually and to
distribute all net realized capital gains at least annually. The Fund will
declare and pay capital gain distributions in cash. Your broker is responsible
for distributing the income and capital gain distributions to you.
No
dividend reinvestment service is provided by the Trust. Financial intermediaries
may make the DTC book-entry Dividend Reinvestment Service available for use by
beneficial owners of Fund shares for reinvestment of their dividend
distributions. Beneficial owners should contact their financial intermediary to
determine the availability and costs of the service and the details of
participation therein. Financial intermediaries may require beneficial owners to
adhere to specific procedures and timetables. If this service is available and
used, dividend distributions of both income and net realized capital gains will
be automatically reinvested in additional whole shares of the Fund purchased in
the secondary market.
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 (APs
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 amount and
character of any distributions received from the Fund.
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.
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. Gains from the sale or other disposition of
your Shares 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.
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. 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),
the 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.
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
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 its
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.
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
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. The Fund may
sell portfolio securities to obtain the cash needed to distribute redemption
proceeds. This may cause the 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, the Fund may be less tax efficient if it
includes such a cash payment in the proceeds paid upon the redemption of
Creation Units.
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 its
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.
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
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. The Fund may
sell portfolio securities to obtain the cash needed to distribute redemption
proceeds. This may cause the 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, the Fund may be less tax efficient if it
includes such a cash payment in the proceeds paid upon the redemption of
Creation Units.
Foreign
Taxes
To
the extent the Fund invests in foreign securities, it may be subject to foreign
withholding taxes with respect to dividends or interest the Fund received from
sources in foreign countries.
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 Fund shares. Consult your personal tax adviser about
the potential tax consequences of an investment in Fund shares under all
applicable tax laws. For more information, please see the section entitled
“Federal Income Taxes” in the SAI.
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 the Fund’s 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.
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Premium/Discount
Information |
Each
business day, the following information will be available, free of charge, on
the Fund’s website at www.ADPVetf.com: (i) information for each portfolio
holding that will form the basis of the next calculation of the Fund’s NAV per
share; (ii) the Fund’s NAV per share, market price, and premium or discount,
each as of the end of the prior business day; (iii) a table showing the number
of days the Fund’s shares traded at a premium or discount during the most
recently completed calendar year and the most recently completed calendar
quarter since that year; (iv) a line graph showing Fund share premiums or
discounts for the most recently completed calendar year and the most recently
completed calendar quarter since that year; (v) the Fund’s median bid-ask spread
over the last thirty calendar days; and (vi) if during the past year the Fund’s
premium or discount was greater than 2% for more than seven consecutive trading
days, a statement that the Fund’s premium or discount, as applicable, was
greater than 2% and a discussion of the factors that are reasonably believed to
have materially contributed to the premium or discount.
Shares
of the Fund 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 of the Fund to be issued, nor in
the
determination
or calculation of the equation by which shares of the Fund are redeemable. The
Exchange has no obligation or liability to owners of shares of the Fund in
connection with the administration, marketing, or trading of the
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 of the Fund or any member of the public regarding the
advisability of investing in securities generally or in the Fund
particularly.
The
Trust enters into contractual arrangements with various parties, including,
among others, the Fund’s investment adviser, administrator and distributor, who
provide services to the Fund. Shareholders of the Fund are not parties to, or
intended (or “third-party”) beneficiaries of, any of those contractual
arrangements, and those contractual arrangements are not intended to create in
any individual shareholder or group of shareholders any right to enforce such
contractual arrangements against the service providers or to seek any remedy
under such contractual arrangements against the service providers, either
directly or on behalf of the Trust.
This
prospectus provides information concerning the Trust and the Fund that you
should consider in determining whether to purchase shares of the Fund. None of
this prospectus, the SAI or any document filed as an exhibit to the Trust’s
registration statement, is intended to, nor does it, give rise to an agreement
or contract between the Trust or the Fund and any investor, or give rise to any
contract or other rights in any individual shareholder, group of shareholders or
other person other than any rights conferred explicitly by federal or state
securities laws that may not be waived.
Closing
the Fund.
The Board of Trustees retains the right to close the Fund (or partially close
the Fund) to new purchases if it is determined to be in the best interest of
shareholders. Based on market and Fund conditions, and in consultation with the
Adviser, the Board of Trustees may decide to close the Fund to new investors,
all investors or certain classes of investors (such as fund supermarkets) at any
time. If the Fund is closed to new purchases it will continue to honor
redemption requests, unless the right to redeem shares has been temporarily
suspended as permitted by federal law.
The
Fund reserves the right to cease operations and liquidate at any time. See
“Liquidation of the Fund” in the SAI for additional information.
Because
the Fund has recently commenced operations, there are no financial highlights
available at this time.
INVESTMENT
ADVISER:
Client
First Investment Management LLC
215
North Main Street, Suite 1040
West
Bend, WI 53095.
SUB-ADVISER:
Exchange
Traded Concepts, LLC
10900
Hefner Pointe Drive, Suite 400
Oklahoma
City, Oklahoma 73120
DISTRIBUTOR:
Quasar
Distributors, LLC
111
East Kilbourn Avenue, Suite 2200
Milwaukee,
Wisconsin 53202
CUSTODIAN:
U.S.
Bank N.A.
1555
North Rivercenter Drive, Suite 302
Milwaukee,
Wisconsin 53212
ADMINISTRATOR,
FUND ACCOUNTANT
AND TRANSFER AGENT:
U.S.
Bancorp Fund Services, LLC
615
East Michigan Street
Milwaukee,
Wisconsin 53202
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM:
[...]
LEGAL
COUNSEL:
Goodwin
Procter LLP
1900
N Street, NW
Washington,
DC 20036
The
Fund collects non-public information about you that the law allows or requires
it to have in order to conduct its business and properly service you. The Fund
collects financial and personal information about you (“Personal Information”)
directly (e.g., information on account applications and other forms, such as
your name, address, and social security number, and information provided to
access account information or conduct account transactions online, such as
password, account number, e-mail address, and alternate telephone number), and
indirectly (e.g., information about your transactions with us, such as
transaction amounts, account balance and account holdings).
The
Fund does not disclose any non-public personal information about its
shareholders or former shareholders other than for everyday business purposes
such as to process a transaction, service an account, respond to court orders
and legal investigations or as otherwise permitted by law. Third parties that
may receive this information include companies that provide transfer agency,
technology and administrative services to the Fund, as well as the Fund’s
investment adviser who is an affiliate of the Fund. If you maintain a
retirement/educational custodial account directly with the Fund, we may also
disclose your Personal Information to the custodian for that account for
shareholder servicing purposes. The Fund limits access to your Personal
Information provided to unaffiliated third parties to information necessary to
carry out their assigned responsibilities to the Fund. All shareholder records
will be disposed of in accordance with applicable law. The Fund maintains
physical, electronic and procedural safeguards to protect your Personal
Information and requires its third party service providers with access to such
information to treat your Personal Information with the same high degree of
confidentiality.
In
the event that you hold shares of the Fund through a financial intermediary,
including, but not limited to, a broker-dealer, bank, or trust company, the
privacy policy of your financial intermediary would govern how your non-public
personal information would be shared with unaffiliated third
parties.
Adaptiv™
Select ETF
A
series of Series Portfolios Trust
FOR
MORE INFORMATION
You
can find more information about the Fund in the following
documents:
Statement
of Additional Information
The
SAI provides additional details about the investments and techniques of the Fund
and certain other additional information. A current SAI is on file with the SEC
and is incorporated into this Prospectus by reference. This means that the SAI
is legally considered a part of this Prospectus even though it is not physically
within this Prospectus.
Annual
and Semi-Annual Reports
The
Fund’s annual and semi-annual reports (collectively, the “Shareholder Reports”),
when available, will provide the most recent financial reports and portfolio
holdings. The annual report, when available, will contain a discussion of the
market conditions and investment strategies that affected the Fund’s performance
during the Fund’s prior fiscal period.
The
SAI and the Shareholder Reports, when available, are available free of charge on
the Fund’s website at www.ADPVetf.com. You can obtain a free copy of the SAI and
Shareholder Reports, request other information, or make general inquiries about
the Fund by calling the Fund (toll-free) at 800-617-0004 or by writing
to:
Adaptiv™
Select ETF
c/o
U.S. Bank Global Fund Services
P.O.
Box 701
Milwaukee,
Wisconsin 53201-0701
800-617-0004
Reports
and other information about the Fund are also available:
•Free
of charge from the SEC’s EDGAR database on the SEC’s Internet website at
http://www.sec.gov; or
•For
a fee, by electronic request at the following e-mail address:
[email protected].
(The
Trust’s SEC Investment Company Act of 1940 file number is
811-23084)