Adaptive
ETFs
PROSPECTUS
October 1,
2023
This
prospectus contains information about the Adaptive ETFs that you should know
before investing. You should read this prospectus carefully, before you invest
or send money, and keep it for future reference. For questions or for
Shareholder Services, please call 1-800-773-3863.
Shares
of the Fund are listed and traded on NYSE Arca (“Exchange”).
Investment
Advisor
Cavalier Investments,
LLC d/b/a Adaptive
Investments 12600 Deerfield Drive, Suite #100 Alpharetta, GA
30004 |
Adaptive
Alpha Opportunities ETF
Ticker:
AGOX
|
Adaptive Hedged Multi-Asset Income
ETF (previously, RH Hedged Multi-Asset Income ETF)
Ticker:
AMAX
|
RH Tactical Outlook ETF Ticker: RHTX
|
RH Tactical Rotation ETF Ticker: RHRX
|
The
securities offered by this prospectus have not been approved or
disapproved by the Securities and Exchange Commission, nor has the
Securities and Exchange Commission passed upon the adequacy of this
prospectus. Any representation to the contrary is a criminal
offense. |
TABLE
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Back
Cover |
INVESTMENT
OBJECTIVES
The
Adaptive Alpha Opportunities ETF (the “Fund”) seeks
capital appreciation.
FEES
AND EXPENSES OF THE FUND
This table describes the fees and
expenses that you may pay if you buy, hold and sell shares of the Fund
(“Shares”). You may pay other fees, such as
brokerage commissions and other fees to financial intermediaries, which are not
reflected in the table and example below.
Annual Fund Operating
Expenses (ongoing expenses that you pay
each year as a percentage of the value of your
investment) |
Management
Fees |
1.00% |
Other
Expenses |
0.19% |
Acquired
Fund Fees and Expenses1 |
0.35% |
Total
Annual Fund Operating Expenses |
1.54% |
Less
Fee Waiver and/or Expense Limitation2,3 |
0.15% |
Total
Annual Fund Operating Expenses After Fee Waiver
and/or Expense Limitation2,3 |
1.39%
|
1. “Acquired Fund” means any investment
company in which the Fund invests or has invested during the previous fiscal
year. The “Total Annual Fund Operating Expenses” and “Net Annual Fund Operating
Expenses” will not match the Fund’s gross and net expense ratios reported in the
Financial Highlights from the Fund’s financial statements, which reflect the operating expenses
of the Fund and do not include Acquired Fund Fees and Expenses.
2.
Restated to reflect current contractual expense limits.
3.
Cavalier Investments, LLC d/b/a Adaptive Investments, the investment
advisor to the Fund (the “Advisor”), has entered into an expense limitation
agreement with the Fund under which it has agreed to waive or reduce its fees
and assume other expenses of the Fund, if necessary, in an amount that limits
the Fund’s annual operating expenses (exclusive of: (i) any front-end or
contingent deferred loads; (ii) brokerage fees and commissions, (iii) fees and
expenses associated with investments in other collective investment vehicles or
derivative instruments (including for example option and swap fees and
expenses); (iv) borrowing costs (such as interest and dividend expense on
securities sold short); (v) taxes; and (vii) extraordinary expenses, such as
litigation expenses (which may include indemnification of Fund officers and
Trustees and contractual indemnification of Fund service providers (other than
the Advisor)) to not more than 1.39% of the average daily net assets of the
Fund. Net annual operating expenses for the Fund may exceed these limits to the
extent that it incurs expenses enumerated above as exclusions. The expense
limitation agreement runs through September 30, 2024, and may be terminated by
the Board at any time. The Advisor cannot recoup from the Fund any amounts paid
by the Advisor under the expense limitation agreement.
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 (or you 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 the Fund’s operating expenses remain the same. The Example
includes the Fund’s contractual expense limitation through September 30, 2024.
Although your actual costs may be higher or lower, based on these assumptions
your costs would be:
1
Year |
3
Years |
5
Years |
10
Years |
$142 |
$400 |
$761 |
$1,669 |
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 fiscal
year ended May 31, 2023, the Fund’s portfolio turnover rate was 22.32% of the
average value of its portfolio.
PRINCIPAL
INVESTMENT STRATEGIES
As
an actively managed exchange-traded fund (“ETF”), the Fund will not seek to
replicate the performance of an index. The Fund’s portfolio manager seeks to
achieve the Fund’s investment objective of capital appreciation by investing in
exchange-traded funds that are registered under the Investment Company Act of
1940, as amended (the “1940 Act”) and not affiliated with the Fund (“Portfolio
Funds”) that invest in equity securities of any market capitalization of issuers
from a number of countries throughout the world, including emerging market
countries. In addition to its indirect investments, the Fund may also invest
directly in individual large cap equities and fixed income securities, as well
as put and call options on index ETFs, sector ETFs, individual equities, and
cash and cash equivalents as part of its risk management strategy. The Fund is
considered “diversified” under the 1940 Act.
The
strategy primarily utilizes ETFs and equities but may also use fixed income
securities to diversify the Fund’s asset classes. The Manager uses a top-down
approach to identify sectors that the manager believes will produce strong
performance relative to the overall market and makes investments to capitalize
on these market predictions. Top-down investing is an investment analysis
approach that involves looking first at the macro picture of the economy, and
then looking at the smaller factors in finer detail. After looking at the
big-picture conditions around the world, the manager then examines the general
market conditions followed by particular industry sectors to select those
sectors that it predicts will outperform the market. The fixed income
securities in which the Fund will invest will be investment grade and may be of
any duration or maturity.
The
Fund will employ a risk management strategy intended to manage the volatility of
the Fund’s returns and manage the overall risk of investing in the Fund. The
risk management strategy monitors technical metrics on equity indices that may
identify periods where there is potential for higher equity market risk. These
technical metrics use mathematically based tools to identify positive or
negative trends in equity indices, so, when the technical metrics identify a
negative trend, there may be a potential for higher equity market risk.
When periods of declining equity markets are more likely, the risk management
strategy will reduce equity exposure. When employing this risk management
strategy, the Fund may allocate a significant percentage of its assets to cash
and cash equivalents. When employing the risk management strategy, in addition
to cash and cash equivalents, the Fund may utilize a hedge overlay for downside
protection, which will include put and call options and ETFs that have exposure
to changes in volatility or offer inverse performance to equity markets (inverse
ETFs). The hedge overlay will be used when the Advisor believes there is
the potential for higher risk of loss in equity markets.
The
Portfolio Funds will not be limited in their investments by market
capitalization or sector criteria, and may invest in foreign securities,
including foreign securities in emerging markets. The Portfolio Funds in which
the Fund invests will have investment objectives similar to the Fund’s or will
otherwise hold permitted investments under the Fund’s investment policies.
Although the Fund principally invests in Portfolio Funds with no sales-related
expenses or very low sales related expenses, the Fund is not precluded from
investing in Portfolio Funds with sales-related expenses, redemption fees,
and/or service fees. The portfolio manager will sell a Portfolio Fund when a
more attractive investment opportunity is identified, or the Fund’s portfolio
needs to be rebalanced due to increases or decreases in the Fund’s net assets.
As a result of its strategy, the Fund may have a relatively high level of
portfolio turnover compared to other mutual funds, which may affect the Fund’s
performance due to higher transactions costs and higher taxes. Portfolio
turnover will not be a limiting factor in making investment decisions.
PRINCIPAL
RISKS OF INVESTING IN THE FUND
The
loss of your money is a principal risk of investing in the Fund.
Investments in the Fund are subject to investment risks, including the possible
loss of some or the entire principal amount invested. There can be no assurance
that the Fund will be successful in meeting its investment objective. An
investment in the Fund is not a deposit or obligation of any bank, is not
endorsed or guaranteed by any bank, and is not insured by the Federal Deposit
Insurance Corporation or any other government agency. The Fund will be subject
to the following principal risks:
Common Stock Risk. Investments in shares
of common stock may fluctuate in value response to many factors, including the
activities of the individual issuers whose securities the Fund or Portfolio Fund
owns, general market and economic conditions, interest rates, and specific
industry changes. Such price fluctuations subject the Fund to potential
losses. During temporary or extended bear markets, the value of common
stocks will decline, which could also result in losses for the Fund.
Control of Portfolio Funds
Risk. The Portfolio Funds each
have their own unique investment objective, strategies, and risks. There is no
guarantee that the Portfolio Funds will achieve their investment objectives and
the Fund has exposure to the investment risks of the Portfolio Funds in direct
proportion to the allocation of assets among the funds. The investment policies
of the Portfolio Funds may differ from the Fund’s policies.
Although
the Fund and the Advisor will evaluate regularly each Portfolio Fund to
determine whether its investment program is consistent with the Fund’s
investment objective, the Advisor will not have any control over the investments
made by a Portfolio Fund. The investment advisor to each Portfolio Fund
may change aspects of its investment strategies at any time. The Advisor
will not have the ability to control or otherwise influence the composition of
the investment portfolio of a Portfolio Fund.
Equity Securities Risk. Investments in
equity securities may fluctuate in value response to many factors, including the
activities of the individual issuers whose securities the Portfolio Fund owns,
general market and economic conditions, interest rates, and specific industry
changes. Such price fluctuations subject the Fund to potential losses. During
temporary or extended bear markets, the value of equity securities will decline,
which could also result in losses for the Fund.
Fixed Income Risk. When the Fund invests
in fixed income securities, the value of your investment in the Fund will
fluctuate with changes in interest rates. Typically, a rise in interest rates
causes a decline in the value of fixed income securities owned by the Fund.
Interest rates are currently at historical lows, which may impact the Fund’s
risk profile. In general, the market price of fixed income securities with
longer maturities will increase or decrease more in response to changes in
interest rates than shorter-term securities. Other risk factors include credit
risk (the debtor may default), extension risk (an issuer may exercise its right
to repay principal on a fixed rate obligation held by the Fund later than
expected), and prepayment risk (the debtor may pay its obligation early,
reducing the amount of interest payments). These risks could affect the value of
a particular investment by the Fund, possibly causing the Fund's share price and
total return to be reduced and fluctuate more than other types of
investments.
ETF Investing Risk. The Fund’s investment
in ETFs may subject the Fund to additional risks than if the Fund would have
invested directly in the ETF’s underlying securities. These risks include the
possibility that an ETF may experience a lack of liquidity that can result in
greater volatility than its underlying securities, an ETF may trade at a premium
or discount to its net asset value, or an ETF may not replicate exactly the
performance of the benchmark index it seeks to track. In addition, investing in
an ETF may also be costlier than if the Fund had owned the underlying securities
directly. The Fund and, indirectly, shareholders of the Fund, bear a
proportionate share of the ETF’s expenses, which include management and advisory
fees and other expenses. In addition, the Fund will pay brokerage commissions in
connection with the purchase and sale of the ETFs in its portfolio.
Inverse ETF Risk. Investments in inverse ETFs
will prevent the Fund from participating in market-wide or sector-wide gains and
may not prove to be an effective hedge. During periods of increased volatility,
inverse ETFs may not perform in the manner they are designed.
Managed Volatility Risk. Techniques used by the
Advisor to manage the volatility of the Fund’s investments carry the risks that
such techniques may not protect against market declines. The techniques may also
limit the Fund’s participation in market gains, particularly during periods
where market values are increasing but market volatility is high. Further, such
techniques may increase portfolio transaction costs, which could result in
losses or reduced gains. They also may not be successful as the techniques are
subject to the Advisor’s ability to correctly analyze and implement the
volatility management techniques in a timely manner.
Fund Investing Risk. Investments in other
investment companies subject the Fund to additional operating and management
fees and expenses. Investors in the Fund will indirectly bear fees and expenses
charged by the funds in which the Fund invests, in addition to the Fund’s direct
fees and expenses. The Fund’s performance
depends in part upon the performance of the investment advisor to each Portfolio
Fund, the strategies and instruments used by the Portfolio Funds, and the
Advisor's ability to select Portfolio Funds and effectively allocate fund assets
among them.
Cash and Cash Equivalents Risk. At any time,
the Fund may have significant investments in cash or cash equivalents. When a
substantial portion of a portfolio is held in cash or cash equivalents, there is
the risk that the value of the cash account, including interest, will not keep
pace with inflation, thus reducing purchasing power over time.
Risks from Selling or Writing Options.
Writing option contracts can result in losses that exceed the Fund’s
initial investment and may lead to additional turnover and higher tax
liability. The risk involved in writing a call option is that there could
be an increase in the market value of the security. If this occurred, the option
could be exercised and the underlying security would then be sold by the Fund at
a lower price than its current market value or in the case of cash settled
options, the Fund would be required to purchase the option at a price that is
higher than the original sales price for such option. Similarly, while writing
call options can reduce the risk of owning stocks, such a strategy limits the
opportunity of the Fund to profit from an increase in the market value of stocks
in exchange for up-front cash at the time of selling the call option. The risk
involved in writing a put option is that there could be a decrease in the market
value of the underlying security. If this occurred, the option could be
exercised and the underlying security would then be sold to the Fund at a higher
price than its current market value or in the case of cash settled options, the
Fund would be required to purchase the option at a price that is higher than the
original sales price for such option.
Risks from Purchasing Options. If a call
or put option purchased by the Fund is not sold when it has remaining value and
if the market price of the underlying security, in the case of a call, remains
less than or equal to the exercise price, or, in the case of a put, remains
equal to or greater than the exercise price, the Fund will lose its entire
investment in the option. Since many factors influence the value of an
option, including the price of the underlying security, the exercise price, the
time to expiration, the interest rate, and the dividend rate of the underlying
security, the Advisor’s success in implementing the Fund’s strategy may depend
on an ability to predict movements in the prices of individual securities,
fluctuations in markets, and movements in interest rates. There is no
assurance that a liquid market will exist when the Fund seeks to close out an
option position. Where a position in a purchased option is used as a hedge
against price movements in a related position, the price of the option may move
more or less than the price of the related position.
Counterparty Credit Risk. The stability and
liquidity of many derivative transactions depends in large part on the
creditworthiness of the parties to the transactions. If a counterparty to such a
transaction defaults, exercising contractual rights may involve delays or costs
for the Fund. Furthermore, there is a risk that a counterparty could become the
subject of insolvency proceedings, and that the recovery of securities and other
assets from such counterparty will be delayed or be of a value less than the
value of the securities or assets originally entrusted to such
counterparty.
Foreign Securities and Emerging Markets Risk.
Foreign securities have investment risks different from those associated
with domestic securities. The value of foreign investments may be affected by
the value of the local currency relative to the U.S. dollar, changes in exchange
control regulations, application of foreign tax laws, changes in governmental
economic or monetary policy, or changed circumstances in dealings between
nations. There may be less government supervision of foreign markets, resulting
in non-uniform accounting practices and less publicly available information
about issuers of foreign securities. In addition, foreign brokerage commissions,
custody fees, and other costs of investing in foreign securities are often
higher than in the United States. Investments in foreign issues could be
affected by other factors not present in the United States, including
expropriation, armed conflict, confiscatory taxation, and potential difficulties
in enforcing contractual obligations. In addition to the risks of foreign
securities in general, countries in emerging markets are more volatile and can
have relatively unstable governments, social and legal systems that do not
protect shareholders, economies based on only a few industries, there may be
greater market manipulation, and securities markets that trade a small number of
issues which could reduce liquidity. There is also less publicly available
information on emerging market companies due to differences in regulation,
accounting, auditing, and financial recordkeeping requirements, and the
information available may be unreliable or outdated.
Investment Advisor Risk. The portfolio
manager’s ability to choose suitable investments has a significant impact on the
ability of the Fund to achieve its investment objectives.
Management Risk. The Fund is subject to
management risk because it is an actively managed portfolio. In managing the
Fund’s portfolio securities, the Sub-Advisor will apply investment techniques
and risk analyses in making investment decisions for the Fund, but there can be
no guarantee that these will produce the desired results. The Sub-Advisor’s
decisions relating to the Fund’s duration will also affect the Fund’s yield, and
in unusual circumstances will affect its share price. To the extent that the
Sub-Advisor anticipates interest rates imprecisely, the Fund’s yield at times
could lag those of other similarly managed funds.
Large-Cap Securities Risk. Stocks of
large companies as a group can fall out of favor with the market, causing the
Fund to underperform investments that have a greater focus on mid-cap or
small-cap stocks. Larger, more established companies may be slow to respond to
challenges and may grow more slowly than smaller companies.
Market Risk. Market risk refers to the
possibility that the value of securities held by the Fund may decline due to daily fluctuations in the market.
Market prices for securities change daily as a result of many factors, including
developments affecting the condition of both individual companies and the market
in general. The price of a security may even
be affected by factors unrelated to the value or condition of its issuer,
including changes in interest rates, economic and political conditions, and
general market conditions. The Fund’s performance per share will
change daily in response to such factors.
Portfolio Turnover Risk. The portfolio
manager will sell Portfolio Funds and other securities when it is in the best
interest of the Fund and its shareholders to do so without regard to the length
of time they have been held. As portfolio turnover may involve paying brokerage
commissions and other transaction costs, there could be additional expenses for
the Fund. High rates of portfolio turnover may also result in the
realization of short-term capital gains and losses. Any distributions
resulting from such gains will be considered ordinary income for federal income
tax purposes.
Quantitative Model Risk. Portfolio Funds or
other investments selected using quantitative methods may perform differently
from the market as a whole. There can be no assurance that these methodologies
will enable the Fund to achieve its objective.
Small-Cap and Mid-Cap Securities Risk.
Investments in securities of small-cap and mid-cap companies involve greater
volatility than investing in larger and more established companies.
Small-cap and mid-cap companies can be subject to more abrupt or erratic share
price changes than larger, more established companies. Securities of these
types of companies have limited market liquidity, and their prices may be more
volatile. You should expect that the value of the Portfolio Fund’s shares
will be more volatile than a fund that invests exclusively in
large-capitalization companies.
Cybersecurity Risk. As part of
its business, the Advisor processes, stores, and transmits large amounts of
electronic information, including information relating to the transactions of
the Fund. The Advisor and the Fund are therefore susceptible to cybersecurity
risk. Cybersecurity failures or breaches of the Fund or its service providers
have the ability to cause disruptions and impact business operations,
potentially resulting in financial losses, the inability of Fund shareholders to
transact business, violations of applicable privacy and other laws, regulatory
fines, penalties, and/or reputational damage. The Fund and its shareholders
could be negatively impacted as a result.
Pandemic Risk. There is an ongoing global
outbreak of COVID-19, which has spread to over 200 countries and territories,
including the United States. The general uncertainty surrounding the dangers and
impact of COVID-19 has created significant disruption in global supply chains
and economic activity, increasing rates of unemployment and adversely impacting
many industries. The outbreak could have a continued adverse impact on economic
and market conditions and trigger a period of global economic slowdown. The
outbreak of the COVID-19 pandemic has, at times, had, and is expected to
continue to pose a risk of having, a material adverse impact on the Fund’s
market price, NAV and portfolio liquidity among other factors. These impacts
will likely continue to some extent as the outbreak persists and potentially
even longer. The rapid development and fluidity of this situation precludes any
prediction as to the ultimate adverse impact of COVID-19 on economic and market
conditions, and, as a result, present material uncertainty and risk with respect
to the Fund and the performance of its investments. COVID-19 and the current
financial, economic and capital markets environment, and future developments in
these and other areas present uncertainty and risk with respect to the Fund’s
performance, portfolio liquidity, ability to pay distributions and make share
repurchases.
Authorized Participant Risk. Only an authorized
participant (“Authorized Participant” or “APs”) may engage in creation or
redemption transactions directly with the Fund. The Fund has a limited number of
institutions that may act as Authorized Participants on an agency basis (i.e.,
on behalf of other market participants). Authorized Participant concentration
risk may be heightened for exchange-traded funds (ETFs), such as the Fund, that
invest in securities issued by non-U.S. issuers or other securities or
instruments that have lower trading volumes.
ETF Structure Risks. The Fund is structured as
an ETF and as a result is subject to the special risks, including:
o |
Not Individually Redeemable. Shares are
not individually redeemable and may be redeemed by the Fund at net asset
value (“NAV”) only in large blocks known as “Creation Units.” You
may incur brokerage costs purchasing enough Shares to constitute a
Creation Unit. |
o |
Trading Issues. An active trading market
for the Shares may not be developed or maintained. Trading in Shares on
the Exchange may be halted due to market conditions or for reasons that,
in the view of the Exchange, make trading in Shares inadvisable, such as
extraordinary market volatility. There can be no assurance that Shares
will continue to meet the listing requirements of the Exchange. If the
Shares are traded outside a collateralized settlement system, the number
of financial institutions that can act as authorized participants that can
post collateral on an agency basis is limited, which may limit the market
for the Shares. Any absence of an active trading market, in turn, lead to
a heightened risk of a difference between the market price of the Fund’s
shares and the value of the shares, which would be reflected in a wider
bid-ask spread. |
o |
Cash purchases. To the extent Creation
Units are purchased by APs in cash instead of in-kind, the Fund will incur
certain costs such as brokerage expenses and taxable gains and losses.
These costs could be imposed on the Fund and impact the NAV if not fully
offset by transaction fees paid by the
APs. |
o |
Market Price Variance Risk. The market
prices of Shares will fluctuate in response to changes in NAV and supply
and demand for Shares and will include a “bid-ask spread” charged by the
exchange specialists, market makers or other participants that trade the
particular security. A bid-ask spread is the difference between the
price quoted in the market for an immediate sale (bid) and an immediate
purchase (ask) of the ETF’s shares. There may be times when the market
price and the NAV vary significantly. This means that Shares may trade at
a discount to NAV and the bid-ask spread could
widen. |
•
|
In
times of market stress, market makers may step away from their role market
making in shares of ETFs and in executing trades, which can lead to
differences between the market value of Shares and the NAV, and the
bid-ask spread could widen. |
•
|
To
the extent authorized participants exit the business or are unable to
process creations or redemptions and no other AP can step in to do so,
there may be a significantly reduced trading market in the Shares, which
can lead to differences between the market value of Shares and the NAV,
and the bid-ask spread could widen. |
•
|
The
market price for the Shares may deviate from the NAV, particularly during
times of market stress, with the result that investors may pay
significantly more or receive significantly less for Shares than the NAV,
which is reflected in the bid and ask price for Shares or in the closing
price. |
•
|
When
all or a portion of an ETFs underlying securities trade in a market that
is closed when the market for the Shares is open, there may be changes
from the last quote of the closed market and the quote from the Fund’s
domestic trading day, which could lead to differences between the market
value of the Shares and the NAV, and the bid-ask spread could widen. |
•
|
In
stressed market conditions, the market for the Shares may become less
liquid in response to the deteriorating liquidity of the Fund’s portfolio.
This adverse effect on the liquidity of the Shares may, in turn, lead to
differences between the market value of the Shares and the NAV, and the
bid-ask spread could widen. |
Early Close/Trading Halt Risk. An exchange or
market may close or issue trading halts on specific securities, or the ability
to buy or sell certain securities or financial instruments may be restricted,
which may prevent the Fund from buying or selling certain securities or
financial instruments. In these circumstances, the Fund may be unable to
rebalance its portfolio, may be unable to accurately price its investments and
may incur substantial trading losses.
PERFORMANCE
INFORMATION
The
following bar chart and table provide an indication of the risks of investing in
the Fund by showing changes in the Fund’s performance from year to year and by
showing how the average annual total returns for the Fund compared to that of a
broad-based securities market index. The Fund acquired all of the assets and
liabilities of the Adaptive Growth Opportunities Fund, a series of Starboard
Investment Trust (the “Trust”), (the “Predecessor Fund”) in a tax-free
reorganization on May 7, 2021. In connection with this acquisition, shares
of the Predecessor Fund’s Institutional Class shares, Class A shares, and Class
C shares were exchanged for shares of the Fund. The Predecessor Fund had an
investment objective and strategies that were, in all material respects, the
same as those of the Fund, and was managed in a manner that, in all material
respects, complied with the investment guidelines and restrictions of the Fund.
The performance information set forth below reflects the historical performance
of the Predecessor Fund shares. Prior to
July 31, 2015, the Fund had a different investment advisor. The Fund changed its
investment strategy effective June 9, 2023. The performance information set
forth below does not reflect the Fund’s current strategy or ETF structure. The
Fund’s past performance is not necessarily an indication of how the Fund will
perform in the future. Updated performance information is available online
at https://etfpages.com/AGOX.
Calendar
Year Returns
During
the periods shown in the bar chart above the Fund’s highest quarterly return was
27.40% (quarter ended June 30, 2020) and lowest quarterly return was -15.95%
(quarter ended March 31, 2020. The Fund’s year-to-date return as of June
30, 2023, was 7.95%.
Average
Annual Total Returns Periods Ended December 31, 2022 |
Past
1 Year |
Past
5 Years |
Past
10 Years
|
Since
Inception
(9/20/2012) |
Adaptive Alpha Opportunities
ETF Before taxes After taxes on distributions After taxes
on distributions and sale of shares |
-18.45% -18.51% -10.92% |
7.82% 6.67% 5.77% |
10.00% 9.23% 7.97% |
9.77% 9.01% 7.78% |
Morningstar
Moderate Aggressive Target Risk TR Index
(reflects
no deductions for fees and expenses) |
-15.42% |
4.64% |
7.30% |
7.19% |
After-tax
returns are calculated using the historical highest individual federal marginal
income tax rates and do not reflect the impact of state and local taxes.
Actual after-tax returns depend on an investor’s tax situation and may differ
from those shown and are not applicable to investors who hold Shares through
tax-deferred arrangements such as a 401(k) plan or an individual retirement
account (IRA).
MANAGEMENT
Investment Advisor. Cavalier Investments, LLC
d/b/a Adaptive Investments, serves as the Fund’s investment advisor.
Investment Sub-Advisor. Bluestone Capital
Management, LLC (the “Sub-Advisor” or “Bluestone”), serves as the Fund’s
investment sub-advisor.
Portfolio Manager. The Fund’s portfolio manager
is Brian Shevland. Mr. Shevland has provided services to the Fund since
September 2018.
For
important information about
Purchase and Redemption of
Shares, Tax Information, and Payments to Broker-Dealers and Other Financial
Intermediaries, please turn to page 45 of the prospectus.
Investment
Objective
The
Adaptive Hedged Multi-Asset Income ETF
(previously, RH Hedged Multi-Asset Income ETF) (the “Fund”) seeks total return
through a combination of capital appreciation and current income.
Fees
and Expenses of the Fund
This
table describes the fees and expenses that you may pay if you buy, hold, and
sell shares of the Fund (“Shares”). You may pay
other fees, such as brokerage commissions and other fees to financial
intermediaries, which are not reflected in the table and example
below.
Annual
Fund Operating Expenses
(ongoing
expenses that you pay each year as a percentage of the value of your
investment) |
Management
Fees |
0.80% |
Other
Expenses |
0.53% |
Acquired
Fund Fees and Expenses1 |
0.35% |
Total
Annual Fund Operating Expenses |
1.68% |
Less
Fee Waiver and/or Expense Limitation2,3 |
(0.39)% |
Total
Annual Fund Operating Expenses After Fee Waiver
and/or Expense Limitation2,3 |
1.29%
|
1. “Acquired Fund” means any investment
company in which the Fund invests or has invested during the previous fiscal
year. The “Total Annual Fund Operating Expenses” and “Net Annual Fund
Operating Expenses” will not match the Fund’s gross and net expense ratios
reported in the Financial Highlights from the Fund’s financial
statements, which
reflect the operating expenses of the Fund and do not include Acquired Fund Fees
and Expenses.
2.
Restated to reflect current contractual expense limits.
3.
Cavalier Investments, LLC d/b/a Adaptive Investments, the investment
advisor to the Fund (the “Advisor”), has entered into an expense limitation
agreement with the Fund under which it has agreed to waive or reduce its fees
and assume other expenses of the Fund, if necessary, in an amount that limits
the Fund’s annual operating expenses (exclusive of: (i) any front-end or
contingent deferred loads; (ii) brokerage fees and commissions, (iii)fees and
expenses associated with investments in other collective investment vehicles or
derivative instruments (including for example option and swap fees and
expenses); (iv) borrowing costs (such as interest and dividend expense on
securities sold short); (v) taxes; and (vi) extraordinary expenses, such as
litigation expenses (which may include indemnification of Fund officers and
Trustees and contractual indemnification of Fund service providers (other than
the Advisor)) to not more than 1.29% of the average daily net assets of the
Fund. Net annual operating expenses for the Fund may exceed these limits to the
extent that it incurs expenses enumerated above as exclusions. The expense
limitation agreement runs through September 30, 2024, and may be terminated by
the Board at any time. The Advisor cannot recoup from the Fund any amounts paid
by the Advisor under the expense limitation agreement.
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 redeem (or you 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 the Fund’s operating expenses remain the same. The Example
includes the Fund’s contractual expense limitation through September 30, 2024.
Although your actual costs may be higher or lower, based on these assumptions
your costs would be:
1
Year |
3
Years |
5
Years |
10
Years |
$131 |
$492 |
$876 |
$1,954 |
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 fiscal
year ended May 31, 2023, the Fund’s portfolio turnover rate was 155.15% of the
average value of its portfolio.
Principal
Investment Strategies
As
an actively managed exchange-traded fund (“ETF”), the Fund will not seek to
replicate the performance of an index. The Advisor seeks to achieve the Fund’s
investment objective of total return by investing in other investment companies,
including mutual funds and exchange-traded funds that are registered under the
Investment Company Act of 1940, as amended (the “1940 Act”) and not affiliated
with the Fund (“Portfolio Funds”) or by making direct investments. The Fund’s
portfolio will consist of a mix of direct and indirect investments through
Portfolio Funds and each may be all of the Fund’s portfolio or none of the
Fund’s portfolio at any given time. The Fund’s fixed income investments, both
direct and indirect through Portfolio Funds, may include mortgage backed
securities, asset backed securities, commercial mortgage backed securities,
non-agency mortgage backed securities, corporate investment grade securities,
convertible securities, high yield-high risk bonds (commonly known as “junk
bonds”), securities issued or guaranteed by certain U.S. Government agencies,
instrumentalities and sponsored enterprises, exchange traded notes (“ETNs”) and
global debt securities. The Fund’s equity investments, both direct and indirect
through Portfolio Funds, may include dividend paying equity securities, real
estate investment trusts (“REITs”), and preferred securities. The Fund’s equity
investments will not be limited by sector criteria or market
capitalization. In addition to its indirect investments, the Fund may also
invest directly in put and call options on index ETFs, sector ETFs, individual
equities, and cash and cash equivalents as part of its risk management strategy.
The Fund’s allocation of its assets into various asset classes will depend on
the views of the Advisor as to the best value relative to what is currently
presented in the marketplace.
The
Fund may invest in ETF equity strategies that follow a “buy-write” investment
strategy also known as covered call strategy in which a fund purchases a
security and also writes (or sells) call options that correspond to the
security. The Fund may also invest in equity index ETFs or fixed income ETFs and
follow a “buy-write” investment strategy.
The
Fund’s fixed income securities may be of any maturity and any credit rating,
including below investment grade securities (commonly referred to as “junk”).
The below investment grade securities will include corporate bonds, securities
of issuers in default, unrated securities, mortgage-backed securities, and
asset-backed securities. The Fund’s fixed income investments will also include
commodity based ETNs and ETFs. The fixed income securities in which the Fund
invests do not have an established average portfolio duration and the average
portfolio durations will vary. Duration is a measure of the sensitivity of the
price of a bond or other debt instrument to a change in interest rates. In
general, the higher the duration, the more a bond’s price will drop as interest
rates rise (and the greater the interest rate risk). For example, if rates were
to rise 1%, a bond or bond fund with a five-year average duration would likely
lose approximately 5% of its value. The Fund will not be limited in its
investments by sector criteria, and may invest in foreign securities, including
foreign securities in emerging markets.
The
Advisor uses an investment model for analyzing market trends. The investment
model includes factors such as price momentum, volatility, comparative
indicators relative to certain indices and a recession model (a model that
measures the probability of a recession within the next several months based on
leading economic indicators). The Advisor utilizes research and valuation
metrics to determine which fixed income asset classes have the greatest
potential for producing positive performance and income, with a focus on
capturing upside performance while protecting against loss. Valuation metrics
are measures of a company’s performance, financial health and prospects for
future earnings by comparing the market’s opinion (share price) to actual
reported earnings to help predict a company’s prospects. The fixed income
Portfolio Funds are selected based on liquidity, cost, and tracking error
(degree to which an ETF that is not actively managed follows its index). The
dividend paying equity securities are selected based on dividend yield and
diversification. The preferred securities and REITs are selected based on their
yield relative to traditional fixed income sectors. When the Advisor’s model
indicates a negative market trend, the Fund may hedge the Fund’s portfolio by
investing in ETFs that invest in treasury bonds, exchange traded notes (“ETNs”),
and leveraged ETFs (ETFs that seek to deliver multiples of the performance of
the index or benchmark they track) and inverse ETFs (ETFs that seek to deliver the opposite of the
performance of the index or benchmark they track). The leveraged ETFs hedge the
Fund’s portfolio by offsetting equity allocations without need to sell the long
equity positions. The Fund may hold significant cash or inverse ETF positions
during unfavorable market conditions.
The
Fund will employ a risk management strategy intended to manage the volatility of
the Fund’s returns and manage the overall risk of investing in the Fund. The
risk management strategy monitors technical metrics on equity indices that may
identify periods where there is potential for higher equity market risk. These
technical metrics use mathematically based tools to identify positive or
negative trends in equity indices, so, when the technical metrics identify a
negative trend, there may be a potential for higher equity market risk.
When periods of declining equity markets are more likely, the risk management
strategy will reduce equity exposure. When employing this risk management
strategy, the Fund may allocate a significant percentage of its assets to cash
and cash equivalents. When employing the risk management strategy, in addition
to cash and cash equivalents, the Fund may utilize a hedge overlay for downside
protection, which will include put and call options and ETFs that have exposure
to changes in volatility or offer inverse performance to equity markets (inverse
ETFs). The hedge overlay will be used when the Advisor believes there is
the potential for higher risk of loss in equity markets.
The
Fund intends to invest up to 25% of its total assets in a wholly-owned and
controlled subsidiary (the “Subsidiary”). The Subsidiary will invest its assets
in ETNs and ETFs that provide exposure to commodities. The Fund’s
commodity exposure is intended to provide income and asset class diversification
to the Fund.
The
Advisor will sell a portfolio security when a more attractive investment
opportunity is identified, or the Fund’s portfolio needs to be rebalanced due to
increases or decreases in the Fund’s net assets. The Advisor identifies
attractive investment opportunities based on its research, which includes the
relative value of income producing assets and asset classes. In making its
determination, the Advisor will analyze the performance, correlations, drawdowns
(a measure of a peak-to-trough decline during a specific period for an
investment), up and down capture (a statistical measure of overall performance
in up and down markets), fees and expenses, and dividend or income payments
of securities. The Fund may invest up to 15% of its net assets in illiquid
investments.
Principal
Risks of Investing in the Fund
The
loss of your money is a principal risk of investing in the Fund. Investments in
the Fund are subject to investment risks, including the possible loss of some or
the entire principal amount invested. There can be no assurance that the Fund
will be successful in meeting its investment objective. An investment in the
Fund is not a deposit or obligation of any bank, is not endorsed or guaranteed
by any bank, and is not insured by the Federal Deposit Insurance Corporation or
any other government agency. The Fund will be subject to the following principal
risks:
Mortgage-Backed Securities Risk.
Mortgage-backed securities risk refers to the risk that borrowers may
default on their mortgage obligations or the guarantees underlying the
mortgage-backed securities will default or otherwise fail and that, during
periods of falling interest rates, mortgage-backed securities will be called or
prepaid, which may result in the Fund having to reinvest proceeds in other
investments at a lower interest rate. During periods of rising interest rates,
the average life of a mortgage-backed security may extend, which may lock in a
below-market interest rate, increase the security’s duration, and reduce the
value of the security. These risks may be heightened for the below investment
grade mortgage-backed securities in the Fund’s or a Portfolio Fund’s portfolio.
The liquidity of mortgage-backed securities can change significantly over
time.
Asset-Backed Securities Investment Risk.
Asset-backed securities risk is the risk that borrowers may default on
the obligations that underlie the asset-backed security and that, during periods
of falling interest rates, asset-backed securities may be called or prepaid,
which may result in the Fund having to reinvest proceeds in other investments at
a lower interest rate, and the risk that the impairment of the value of the
collateral underlying a security in which the Fund invests (due, for example, to
non-payment of loans) will result in a reduction in the value of the
security.
Rating Agencies Risk. Rating agencies may fail
to make timely changes in credit ratings and an issuer’s current financial
condition may be better or worse than a rating indicates. In addition, rating
agencies are subject to an inherent conflict of interest because they are often
compensated by the same issuers whose securities they grade.
Liquidity Risk. Liquidity risk exists when
particular investments would be difficult to purchase or sell, possibly
preventing the Fund from selling such illiquid securities at an advantageous
time or price, or possibly requiring the Fund to dispose of other investments at
unfavorable times or prices in order to satisfy its obligations.
Fund Investing Risk. Investments in other
investment companies subject the Fund to additional operating and management
fees and expenses. Investors in the Fund will indirectly bear fees and expenses
charged by the funds in which the Fund invests, in addition to the Fund’s direct
fees and expenses. The Fund’s performance depends in part upon the performance
of the investment advisor to each Portfolio Fund, the strategies and instruments
used by the Portfolio Funds, and the Advisor’s ability to select Portfolio Funds
and effectively allocate fund assets among them.
Control of Portfolio Funds
Risk. The Portfolio Funds each
have their own unique investment objective, strategies, and risks. There is no
guarantee that the Portfolio Funds will achieve their investment objectives and
the Fund has exposure to the investment risks of the Portfolio Funds in direct
proportion to the allocation of assets among the funds. The investment policies
of the Portfolio Funds may differ from the Fund’s policies.
Although
the Fund and the Advisor will evaluate regularly each Portfolio Fund to
determine whether its investment program is consistent with the Fund’s
investment objective, the Advisor will not have any control over the investments
made by a Portfolio Fund. The investment advisor to each Portfolio Fund
may change aspects of its investment strategies at any time. The Advisor
will not have the ability to control or otherwise influence the composition of
the investment portfolio of a Portfolio Fund.
ETF Investing Risk. The Fund’s investment
in ETFs may subject the Fund to additional risks than if the Fund would have
invested directly in the ETF’s underlying securities. These risks include the
possibility that an ETF may experience a lack of liquidity that can result in
greater volatility than its underlying securities, an ETF may trade at a premium
or discount to its net asset value, or an ETF may not replicate exactly the
performance of the benchmark index it seeks to track. In addition, the Fund will
pay brokerage commissions in connection with the purchase and sale of ETFs in
the Fund’s portfolio.
ETN Risk. Similar to ETFs, owning an ETN
generally reflects the risks of owning the assets that comprise the underlying
market benchmark or strategy that the ETN is designed to reflect. ETNs
also are subject to issuer and fixed-income risk.
Inverse ETF Risk. Investments in inverse ETFs
will prevent the Fund from participating in market-wide or sector-wide gains and
may not prove to be an effective hedge. During periods of increased volatility,
inverse ETFs may not perform in the manner they are designed.
Managed Volatility Risk. Techniques used by the
Advisor to manage the volatility of the Fund’s investments carry the risks that
such techniques may not protect against market declines. The techniques may also
limit the Fund’s participation in market gains, particularly during periods
where market values are increasing but market volatility is high. Further, such
techniques may increase portfolio transaction costs, which could result in
losses or reduced gains. They also may not be successful as the techniques are
subject to the Advisor’s ability to correctly analyze and implement the
volatility management techniques in a timely manner.
Commodities Risk. The Fund and Portfolio
Funds may have exposure to the commodities markets, subjecting the Fund to risks
not associated with investments in traditional securities. The value of
commodities related investments may be affected by changes in overall market
movements, commodity index volatility, changes in interest rates, or factors
affecting a particular industry or commodity, including drought, floods, weather, livestock
disease, embargoes, and tariffs. The prices of industrial metals, precious
metals, agriculture, and livestock commodities may fluctuate widely due to
changes in value, supply and demand, and governmental regulatory policies.
Credit Risk. Credit risk refers to the risk
that an issuer or counterparty will fail to pay its obligations to the Fund when
they are due. As a result, the Fund’s income might be reduced, the value of the
Fund’s investment might fall, and/or the Fund could lose the entire amount of
its investment. Changes in the financial condition of an issuer or counterparty,
changes in specific economic, social, or political conditions that affect a
particular type of security or other instrument or an issuer, and changes in
economic, social or political conditions generally can increase the risk of
default by an issuer or counterparty, which can affect a security’s or other
instrument’s credit quality or value and an issuer’s or counterparty’s ability
to pay interest and principal when due. The values of lower-quality debt
securities (commonly known as “junk bonds”) tend to be particularly sensitive to
these changes.
Fixed Income Risk. The value of your
investment in the Fund will fluctuate with changes in interest rates. Typically,
a rise in interest rates causes a decline in the value of fixed income
securities owned by the Fund. Interest rates are currently at historical lows,
which may impact the Fund’s risk profile. In general, the market price of fixed
income securities with longer maturities will increase or decrease more in
response to changes in interest rates than shorter-term securities. Other risk
factors include credit risk (the debtor may default), extension risk (an issuer
may exercise its right to repay principal on a fixed rate obligation held by the
Fund later than expected), and prepayment risk (the debtor may pay its
obligation early, reducing the amount of interest payments). These risks could
affect the value of a particular investment by the Fund, possibly causing the
Fund's share price and total return to be reduced and fluctuate more than other
types of investments.
High-Yield Risk. The Fund and Portfolio
Funds may invest in junk securities, including securities of issuers in default,
below investment grade mortgage-backed securities and asset-backed securities,
and other fixed income securities that are rated below investment grade.
Securities in this rating category are speculative and are usually issued by
companies without long track records of sales and earnings, or by those
companies with questionable credit strength. Changes in economic
conditions or other circumstances may have a greater effect on the ability of
issuers of these securities to make principal and interest payments than they do
on issuers of higher-grade securities. The retail secondary market for
junk bonds may be less liquid than that of higher-rated securities and adverse
conditions could make it difficult at times to sell certain securities or could
result in lower prices. Additionally, these instruments are unsecured and
may be subordinated to other creditor’s claims.
Leveraged and Inverse ETF Risk. Investing in
leveraged ETFs will amplify the Fund’s gains and losses. Most leveraged
ETFs “reset” daily. Due to the effect of compounding, their performance over
longer periods of time can differ significantly from the performance of their
underlying index or benchmark during the same period of time. Investments in
inverse ETFs will prevent the Fund from participating in market-wide or
sector-wide gains and may not prove to be an effective hedge. During periods of
increased volatility, inverse ETFs may not perform in the manner they are
designed.
Hedging Risk. Techniques used by Advisor to hedge the
Fund’s investments carry the risks that such techniques may not protect against
market declines. The techniques may also limit the Fund’s participation in
market gains. Further, such techniques may increase portfolio transaction costs,
which could result in losses or reduced gains. They also may not be successful
as the techniques are subject to the Advisor’s ability to correctly analyze and
implement the hedging techniques in a timely manner.
Counterparty Credit Risk. The stability and
liquidity of many derivative transactions depends in large part on the
creditworthiness of the parties to the transactions. If a counterparty to such a
transaction defaults, exercising contractual rights may involve delays or costs
for the Fund. Furthermore, there is a risk that a counterparty could become the
subject of insolvency proceedings, and that the recovery of securities and other
assets from such counterparty will be delayed or be of a value less than the
value of the securities or assets originally entrusted to such
counterparty.
Subsidiary Risk. The Subsidiary will not be
registered under the Investment Company Act of 1940 (“1940 Act”) and, unless
otherwise noted in this Prospectus, will not be subject to all of the investor
protections of the 1940 Act. Changes in the laws of the United States and/or the
Cayman Islands, under which the Fund and the Subsidiary, respectively, are
organized, could result in the inability of the Fund and/or Subsidiary to
operate as described in this Prospectus and could negatively affect the Fund and
its shareholders.
Tax Risk. By investing in commodities
indirectly through the Subsidiary, the Fund will obtain exposure to the
commodities markets within the federal tax requirements that apply to the Fund.
However, because the Subsidiary is a controlled foreign corporation, any income
received from its investments will be passed through to the Fund as ordinary
income, which may be taxed at less favorable rates than capital gains.
Inflation Risk. Fixed income securities
are subject to inflation risk. Because inflation reduces the purchasing
power of income produced by existing fixed income securities, the prices at
which fixed income securities trade will be reduced to compensate for the fact
that the income they produce is worth less. This potential decrease in
market value of fixed income securities would result in a loss in the value of
the Fund’s portfolio.
Interest Rate Risk. Interest rates may
rise resulting in a decrease in the value of fixed income securities or may fall
resulting in an increase in the value of such securities. Interest rates are
currently at historic lows due to the various federal government stimulus
programs as a result of the COVID-19 pandemic. Fixed income securities with
longer maturities involve greater risk than those with shorter maturities.
Cash and Cash Equivalents Risk. At any time,
the Fund may have significant investments in cash or cash equivalents. When a
substantial portion of a portfolio is held in cash or cash equivalents, there is
the risk that the value of the cash account, including interest, will not keep
pace with inflation, thus reducing purchasing power over time.
Risks from Selling or Writing Options.
Writing option contracts can result in losses that exceed the Fund’s
initial investment and may lead to additional turnover and higher tax
liability. The risk involved in writing a call option is that there could
be an increase in the market value of the security. If this occurred, the option
could be exercised and the underlying security would then be sold by the Fund at
a lower price than its current market value or in the case of cash settled
options, the Fund would be required to purchase the option at a price that is
higher than the original sales price for such option. Similarly, while writing
call options can reduce the risk of owning stocks, such a strategy limits the
opportunity of the Fund to profit from an increase in the market value of stocks
in exchange for up-front cash at the time of selling the call option. The risk
involved in writing a put option is that there could be a decrease in the market
value of the underlying security. If this occurred, the option could be
exercised and the underlying security would then be sold to the Fund at a higher
price than its current market value or in the case of cash settled options, the
Fund would be required to purchase the option at a price that is higher than the
original sales price for such option.
Risks from Purchasing Options. If a call
or put option purchased by the Fund is not sold when it has remaining value and
if the market price of the underlying security, in the case of a call, remains
less than or equal to the exercise price, or, in the case of a put, remains
equal to or greater than the exercise price, the Fund will lose its entire
investment in the option. Since many factors influence the value of an
option, including the price of the underlying security, the exercise price, the
time to expiration, the interest rate, and the dividend rate of the underlying
security, the Advisor’s success in implementing the Fund’s strategy may depend
on an ability to predict movements in the prices of individual securities,
fluctuations in markets, and movements in interest rates. There is no
assurance that a liquid market will exist when the Fund seeks to close out an
option position. Where a position in a purchased option is used as a hedge
against price movements in a related position, the price of the option may move
more or less than the price of the related position.
Convertible Securities Risk. Convertible
securities are fixed income securities that the Fund or a Portfolio Fund has the
option to exchange for equity securities at a specified conversion price.
The option allows the Fund or a Portfolio Fund to realize additional returns if
the market price of the equity securities exceeds the conversion price.
Convertible securities have lower yields than comparable fixed income securities
and may provide lower returns than non-convertible fixed income securities or
equity securities depending upon changes in the price of the underlying equity
securities.
Corporate Debt Securities Risk. Corporate
debt securities are fixed income securities issued by businesses. Notes,
bonds, debentures, and commercial paper are the most prevalent types of
corporate debt securities. The credit risks of corporate debt securities
vary widely among issuers. In addition, the credit risk of an issuer’s
debt security may vary based on its priority for repayment, meaning that issuers
might not make payments on subordinated securities while continuing to make
payments on senior securities or, in the event of bankruptcy, holders of senior
securities may receive amounts otherwise payable to the holders of subordinated
securities.
REIT Risk. Investing in REITs involves certain
unique risks in addition to those associated with the real estate sector
generally, including poor performance by the REIT’s manager, adverse changes to
the tax laws, and the possible failure by the REIT to qualify for the favorable
tax treatment available to REITs under the Internal Revenue Code of 1986, as
amended, or the exemption from registration under the 1940 Act. REITs are not
diversified and are heavily dependent on cash flow. REITs whose underlying
properties are concentrated in a particular industry or region are also subject
to risks affecting such industries and regions. REITs (especially mortgage
REITs) are also subject to interest rate risks. By investing in REITs through
the Fund, a shareholder will bear expenses of the REITs in addition to Fund
expenses.
Foreign Securities and Emerging Markets
Risk. Foreign securities have investment risks different from those
associated with domestic securities. The value of foreign investments may
be affected by the value of the local currency relative to the U.S. dollar,
changes in exchange control regulations, application of foreign tax laws,
changes in governmental economic or monetary policy, or changed circumstances in
dealings between nations. There may be less government supervision of
foreign markets, resulting in non-uniform accounting practices and less publicly
available information about issuers of foreign securities. In addition,
foreign brokerage commissions, custody fees, and other costs of investing in
foreign securities are often higher than in the United States. Investments
in foreign issues could be affected by other factors not present in the United
States, including expropriation, armed conflict, confiscatory taxation, and
potential difficulties in enforcing contractual obligations. In addition
to the risks of foreign securities in general, countries in emerging markets are
more volatile and can have relatively unstable governments, social and legal
systems that do not protect shareholders, economies based on only a few
industries, there may be greater market manipulation, and securities markets
that trade a small number of issues which could reduce liquidity. There is also
less publicly available information on emerging market companies due to
differences in regulation, accounting, auditing, and financial recordkeeping
requirements, and the information available may be unreliable or outdated.
Quantitative Risk. Securities or other
investments selected using quantitative methods may perform differently from the
market as a whole. There can be no assurance that these methodologies will
enable the Fund to achieve its objective.
Pandemic Risk. There is an ongoing global
outbreak of COVID-19, which has spread to over 200 countries and territories,
including the United States. The general uncertainty surrounding the dangers and
impact of COVID-19 has created significant disruption in global supply chains
and economic activity, increasing rates of unemployment and adversely impacting
many industries. The outbreak could have a continued adverse impact on economic
and market conditions and trigger a period of global economic slowdown. The
outbreak of the COVID-19 pandemic has, at times, had, and is expected to
continue to pose a risk of having, a material adverse impact on the Fund’s
market price, NAV and portfolio liquidity among other factors. These impacts
will likely continue to some extent as the outbreak persists and potentially
even longer. The rapid development and fluidity of this situation precludes any
prediction as to the ultimate adverse impact of COVID-19 on economic and market
conditions, and, as a result, present material uncertainty and risk with respect
to the Fund and the performance of its investments. COVID-19 and the current
financial, economic and capital markets environment, and future developments in
these and other areas present uncertainty and risk with respect to the Fund’s
performance, portfolio liquidity, ability to pay distributions and make share
repurchases.
Cybersecurity Risk. As part of
its business, the Advisor processes, stores, and transmits large amounts of
electronic information, including information relating to the transactions of
the Fund. The Advisor and the Fund are therefore susceptible to cybersecurity
risk. Cybersecurity failures or breaches of the Fund or its service providers
have the ability to cause disruptions and impact business operations,
potentially resulting in financial losses, the inability of Fund shareholders to
transact business, violations of applicable privacy and other laws, regulatory
fines, penalties, and/or reputational damage. The Fund and its shareholders
could be negatively impacted as a result.
Investment Advisor Risk. The Advisor’s
ability to choose suitable investments has a significant impact on the ability
of the Fund to achieve its investment objectives.
Management Risk. The Fund is subject to
management risk because it is an actively managed portfolio. In managing the
Fund’s portfolio securities, the Advisor will apply investment techniques and
risk analyses in making investment decisions for the Fund, but there can be no
guarantee that these will produce the desired results.
LIBOR Risk. Certain of the Fund’s or Portfolio
Funds’ investments may use a floating rate based on the London Interbank Offered
Rate (“LIBOR”), which is the offered rate for short-term Eurodollar deposits
between major international banks. As of December 31, 2021, the United Kingdom
Financial Conduct Authority (“FCA”) and LIBOR’s administrator, ICE Benchmark
Administration, have ceased the publication of all non-U.S. dollar LIBOR and the
one-week and two-month U.S. dollar LIBOR rates, but the most widely used U.S.
dollar LIBOR settings will continue to be published until June 30, 2023.
Further, on March 15, 2022, the Consolidated Appropriations Act of 2022, which
includes the Adjustable Interest Rate (LIBOR) Act, was signed into law in the
United States. This legislation establishes a uniform benchmark replacement
process for financial contracts that mature after June 30, 2023 that do not
contain clearly defined or practicable fallback provisions.
The
U.S. Federal Reserve, based on the recommendations of the New York Federal
Reserve’s Alternative Reference Rate Committee (comprised of major derivative
market participants and their regulators), has begun publishing the Secured
Overnight Financing Rate (referred to as “SOFR”), which is their preferred
alternative rate for U.S. dollar LIBOR. Proposals for alternative reference
rates for other currencies have also been announced or have already begun
publication. Markets are in the process of developing in response to these new
rates. Although financial regulators and industry working groups have suggested
alternative reference rates, such as the European Interbank Offer Rate, the
Sterling Overnight Interbank Average Rate and SOFR, there has been no global
consensus as to an alternative rate and the process for amending existing
contracts or instruments to transition away from LIBOR remains incomplete.
Certain
of the Fund’s or Portfolio Funds’ investments may be based on floating rates,
such as LIBOR. LIBOR, or the London Interbank Offered Rate, is a benchmark that
dictates daily interest rates on loans and financial instruments globally. Plans
are underway to phase out the use of LIBOR by the end of 2021, which indicates
the continuation of LIBOR and other reference rates on the current basis cannot
and will not be guaranteed after 2021. Any replacement rate chosen may be less
favorable than the current rates. Until the announcement of the replacement
rate, the Fund may continue borrow under the Credit Facilities at rates that
reference LIBOR and invest in Underlying Funds that may hold underlying assets
referencing LIBOR or otherwise use LIBOR. There remains uncertainty regarding
the nature of any replacement rate and the impact of the transition from LIBOR
on the Fund’s transactions and the financial markets generally. As such, the
potential effect of a transition away from LIBOR on the Fund’s investments
and/or the Fund’s Credit Facilities cannot yet be determined.
Market Risk. Market risk refers to the
possibility that the value of securities held by the Fund or Portfolio Funds may
decline due to daily fluctuations in the
market. Market prices for securities change daily as a result of
many factors, including developments affecting the condition of both individual
companies and the market in general. The price of a security may even be affected by factors unrelated to the value or
condition of its issuer, including changes in interest rates, economic and
political conditions, and general market conditions. The Fund’s
performance per share will change daily in response to such factors.
Preferred Equity Risk. Preferred equity’s
right to dividends and liquidation proceeds is junior to the rights of a
company’s debt securities. The value of preferred equity may be subject to
factors that affect fixed income and equity securities, including changes in
interest rates and in a company’s creditworthiness. The value of preferred
equity tends to vary more with fluctuations in the underlying common equity and
less with fluctuations in interest rates and tends to exhibit greater
volatility. Shareholders of preferred equity may suffer a loss of value if
dividends are not paid and have limited voting rights.
U.S. Government Securities Risk. U.S.
government securities risk refers to the risk that debt securities issued or
guaranteed by certain U.S. Government agencies, instrumentalities, and sponsored
enterprises are not supported by the full faith and credit of the U.S.
Government, and so investments in their securities or obligations issued by them
involve credit risk greater than investments in other types of U.S. Government
securities.
Authorized Participant Risk. Only an authorized
participant (“Authorized Participant” or “APs”) may engage in creation or
redemption transactions directly with the Fund. The Fund has a limited number of
institutions that may act as Authorized Participants on an agency basis (i.e.,
on behalf of other market participants). Authorized Participant concentration
risk may be heightened for exchange-traded funds (ETFs), such as the Fund, that
invest in securities issued by non-U.S. issuers or other securities or
instruments that have lower trading volumes.
ETF Structure Risks. The Fund is structured as
an ETF and as a result is subject to the special risks, including:
o |
Not Individually Redeemable. Shares are
not individually redeemable and may be redeemed by the Fund at net asset
Value (“NAV”) only in large blocks known as “Creation Units.” You
may incur brokerage costs purchasing enough Shares to constitute a
Creation Unit. |
o |
Trading Issues. An active trading market
for the Shares may not be developed or maintained. Trading in Shares on
the Exchange may be halted due to market conditions or for reasons that,
in the view of the Exchange, make trading in Shares inadvisable, such as
extraordinary market volatility. There can be no assurance that Shares
will continue to meet the listing requirements of the Exchange. If the
Shares are traded outside a collateralized settlement system, the number
of financial institutions that can act as authorized participants that can
post collateral on an agency basis is limited, which may limit the market
for the Shares. Any absence of an active trading market, in turn, lead to
a heightened risk of a difference between the market price of the Shares
and the value of the Shares, which would be reflected in a wider bid-ask
spread. |
o |
Cash purchases. To the extent Creation
Units are purchased by APs in cash instead of in-kind, the Fund will incur
certain costs such as brokerage expenses and taxable gains and losses.
These costs could be imposed on the Fund and impact the NAV if not fully
offset by transaction fees paid by the
APs. |
o |
Market Price Variance Risk. The market
prices of Shares will fluctuate in response to changes in NAV and supply
and demand for Shares and will include a “bid-ask spread” charged by the
exchange specialists, market makers or other participants that trade the
particular security. A bid-ask spread is the difference between the
price quoted in the market for an immediate sale (bid) and an immediate
purchase (ask) of the ETF’s shares. There may be times when the market
price and the NAV vary significantly. This means that Shares may trade at
a discount to NAV, and the bid-ask spread could
widen. |
•
|
In
times of market stress, market makers may step away from their role market
making in shares of ETFs and in executing trades, which can lead to
differences between the market value of Shares and the NAV, and the
bid-ask spread could widen. |
•
|
To
the extent authorized participants exit the business or are unable to
process creations or redemptions and no other AP can step in to do so,
there may be a significantly reduced trading market in the Shares, which
can lead to differences between the market value of Shares and the NAV,
and the bid-ask spread could widen. |
•
|
The
market price for the Shares may deviate from the NAV, particularly during
times of market stress, with the result that investors may pay
significantly more or receive significantly less for Shares than the NAV,
which is reflected in the bid and ask price for Shares or in the closing
price. |
•
|
When
all or a portion of an ETFs underlying securities trade in a market that
is closed when the market for the Shares is open, there may be changes
from the last quote of the closed market and the quote from the Fund’s
domestic trading day, which could lead to differences between the market
value of the Shares and the NAV, and the bid-ask spread could widen. |
•
|
In
stressed market conditions, the market for the Shares may become less
liquid in response to the deteriorating liquidity of the Fund’s portfolio.
This adverse effect on the liquidity of the Shares may, in turn, lead to
differences between the market value of the Shares and the NAV, and the
bid-ask spread could widen. |
Early Close/Trading Halt Risk. An exchange or
market may close or issue trading halts on specific securities, or the ability
to buy or sell certain securities or financial instruments may be restricted,
which may prevent the Fund from buying or selling certain securities or
financial instruments. In these circumstances, the Fund may be unable to
rebalance its portfolio, may be unable to accurately price its investments and
may incur substantial trading losses.
Performance
Information
The
following bar chart and table provide an indication of the risks of investing in
the Fund by showing changes in the Fund’s performance from year to year and by
showing how the average annual total returns compared to that of a broad-based
securities market index. The Fund acquired all of the assets and liabilities of
the Adaptive Hedged Multi-Asset Income Fund (formerly, Adaptive Hedged Income
Fund), a series of Starboard Investment Trust (the “Trust”), (the “Predecessor
Fund”) in a tax-free reorganization on November 12, 2021. In connection
with this acquisition, shares of the Predecessor Fund’s Institutional Class
shares, Class A shares, and Class C shares were exchanged for Shares. The
Predecessor Fund had an investment objective and strategies that were, in all
material respects, the same as those of the Fund, and was managed in a manner
that, in all material respects, complied with the investment guidelines and
restrictions of the Fund. The performance information set forth below reflects
the historical performance of the Predecessor Fund’s Institutional Class
shares. Prior to July 31, 2015,
the Fund had a different investment advisor. The Fund changed its investment
strategy and removed its sub-adviser effective October 1, 2020. The Fund changed
its investment strategy effective June 9, 2023. The performance information set
forth below does not reflect the Fund’s current strategy or ETF structure. The
Fund’s past performance is not necessarily an indication of how the Fund will
perform in the future. Updated performance information is available online at
https://etfpages.com/AMAX.
Calendar
Year Returns
During
the periods shown in the bar chart above, the Fund’s highest quarterly return
was 5.03% (quarter ended June 30, 2020), and the Fund’s lowest quarterly return
was -7.56% (quarter ended March 31, 2020). The Fund’s year-to-date return as of
June 30, 2023, was 2.34%.
Average
Annual Total Returns Periods Ended December 31, 2022 |
Past
1 Year |
Past
5 Years
|
Past
10 Years
|
Since Inception (10/02/2009) |
Adaptive Hedged Multi-Asset Income
ETF Before taxes After taxes on distributions After taxes
on distributions and sale of shares |
-12.35% -15.89% -7.20% |
-0.65% -2.48% -1.06% |
0.90% -0.38% 0.31% |
1.41% 0.20% 0.72% |
Bloomberg
Capital U.S. Aggregate Bond Index (reflects no deductions for fees and
expenses) |
-13.01% |
0.02% |
1.06% |
2.17% |
After-tax
returns are calculated using the historical highest individual federal marginal
income tax rates and do not reflect the impact of state and local taxes.
Actual after-tax returns depend on an investor’s tax situation and may differ
from those shown and are not applicable to investors who hold Shares through
tax-deferred arrangements such as a 401(k) plan or an individual retirement
account (IRA).
Management
Investment Advisor. Cavalier Investments, LLC
d/b/a Adaptive Investments, serves as the Fund’s investment advisor.
Portfolio Manager. The Fund’s portfolio manager
is Scott Wetherington. Mr. Wetherington has provided services to the Fund
since October 2020.
For
important information about Purchase and Redemption of Shares, Tax Information,
and Payments to Broker-Dealers and Other Financial Intermediaries, please turn
to page 45 of the prospectus.
INVESTMENT
OBJECTIVES
The
RH Tactical Outlook ETF (the “Fund”) seeks total return through a
combination of capital appreciation and current income, with a secondary goal of
downside protection.
FEES
AND EXPENSES OF THE FUND
This table describes the fees and
expenses that you may pay if you buy, hold and sell shares of the Fund
(“Shares”). You may pay other fees, such as
brokerage commissions and other fees to financial intermediaries, which are not
reflected in the table and example below.
Annual Fund Operating
Expenses (ongoing expenses that you pay
each year as a percentage of the value of your
investment) |
Management
Fees |
1.00% |
Other
Expenses |
0.78% |
Acquired
Fund Fees and Expenses1 |
0.13% |
Total
Annual Fund Operating Expenses |
1.91% |
Less
Fee Waiver and/or Expense Limitation2 |
(0.53)% |
Total Annual Fund Operating Expenses
After Fee
Waiver and/or Expense Limitation |
1.38%
|
1.“Acquired Fund” means any investment
company in which the Fund invests or has invested during the previous fiscal
year. The “Total Annual Fund Operating Expenses” and “Net Annual Fund Operating
Expenses” will not match the Fund’s gross and net expense ratios reported in the
Financial Highlights from the Fund’s financial statements, which reflect the operating expenses
of the Fund and do not include Acquired Fund Fees and Expenses.
2.
Cavalier Investments, LLC d/b/a Adaptive Investments, the investment advisor to
the Fund (the “Advisor”), has entered into an expense limitation agreement with
the Fund under which it has agreed to waive or reduce its fees and assume other
expenses of the Fund, if necessary, in an amount that limits the Fund’s annual
operating expenses (exclusive of: (i) any front-end or contingent deferred
loads; (ii) brokerage fees and commissions, (iii) acquired fund fees and
expenses; (iv) fees and expenses associated with investments in other collective
investment vehicles or derivative instruments (including for example option and
swap fees and expenses); (v) borrowing costs (such as interest and dividend
expense on securities sold short); (vi) taxes; and (vii) extraordinary expenses,
such as litigation expenses (which may include indemnification of Fund officers
and Trustees and contractual indemnification of Fund service providers (other
than the Advisor)) to not more than 1.25% of the average daily net assets of the
Fund. Net annual operating expenses for the Fund may exceed these limits to the
extent that it incurs expenses enumerated above as exclusions. The expense
limitation agreement runs through September 30, 2024, and may be terminated by
the Board at any time. The Advisor cannot recoup from the Fund any amounts paid
by the Advisor under the expense limitation agreement.
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 (or you 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 the Fund’s operating expenses remain the same. The Example
includes the Fund’s contractual expense limitation through September 30, 2024.
Although your actual costs may be higher or lower, based on these assumptions
your costs would be:
1
Year |
3
Years |
5
Years |
10
Years |
$140 |
$549 |
$982 |
$2,190 |
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 fiscal
year ended May 31, 2023, the Fund’s portfolio turnover rate was 164.54% of the
average value of its portfolio.
PRINCIPAL
INVESTMENT STRATEGIES
As
an actively managed exchange-traded fund (“ETF”), the Fund will not seek to
replicate the performance of an index. The Fund seeks to achieve the Fund’s
investment objective of total return by investing in exchange traded funds
(“ETFs”) that are registered under the Investment Company Act of 1940, as
amended (the “1940 Act”) and not affiliated with the Fund (together, the
“Portfolio Funds”). In addition to its indirect investments, the Fund may also
invest directly in put and call options on index ETFs, sector ETFs, individual
equities, and cash and cash equivalents as part of its risk management
strategy.
The
strategy will follow an asset allocation strategy under which the Advisor
selects ETFs that invest in equity securities and fixed income securities. The
equity securities consist of primarily U.S., foreign (including emerging
markets), large cap, mid cap, and small cap securities. The fixed income
securities will be primarily investment grade and may be of any duration and
maturity, although the Advisor expects that most will be short to medium term
(maturity of 1-10 years) fixed income securities. The Advisor selects individual
ETFs based on their performance track record, portfolio manager views on the
underlying investments, and risk/return analysis of the ETF against a comparable
benchmark. The asset allocation strategy of the Fund deploys the Fund’s
assets among equity and fixed income securities based on the Advisor’s internal
technical and economic fundamental research. Economic fundamental research
focuses on macroeconomic factors (e.g., economy and industry conditions). The
Fund may invest 0-100% of its assets in equity and in fixed income securities
based on the optimal allocation suggested by the Advisor’s research. The Fund
may also invest in ETFs that invest in alternative investments, which will
consist primarily of Real Estate Investment Trusts (“REITs”), limited
partnerships, commodities, long/short equity, or global macro strategies to
hedge the equity and fixed income investments with 0-20% of Fund assets.
The
Portfolio Funds will not be limited in their investments by market
capitalization or sector criteria. The selection of equity ETFs is based on how
well the ETF tracks an index for large cap securities (S&P 500), mid cap
securities (S&P Mid Cap 400), and small cap securities (Russell 2000). The
selection of fixed income ETFs is based on how well the ETF tracks an index for
short to intermediate US Treasuries, or the Bloomberg Barclays US Aggregate Bond
Index. The Portfolio Funds in which a portfolio manager invests will have an
investment objective similar to the Fund’s or will otherwise hold permitted
investments under the Fund’s investment policies set forth in this
prospectus. Although the Fund principally invests in Portfolio Funds with
no sales related expenses or very low sales related expenses, a portfolio
manager is not precluded from investing in Portfolio Funds with sales-related
expenses, redemption fees, and/or service fees.
The
Fund will employ a risk management strategy intended to manage the volatility of
the Fund’s returns and manage the overall risk of investing in the Fund. The
risk management strategy monitors technical metrics on equity indices that may
identify periods where there is potential for higher equity market risk. These
technical metrics use mathematically based tools to identify positive or
negative trends in equity indices, so, when the technical metrics identify a
negative trend, there may be a potential for higher equity market risk.
When periods of declining equity markets are more likely, the risk management
strategy will reduce equity exposure. When employing this risk management
strategy, the Fund may allocate a significant percentage of its assets to cash
and cash equivalents. When employing the risk management strategy, in addition
to cash and cash equivalents, the Fund may utilize a hedge overlay for downside
protection, which will include put and call options and ETFs that have exposure
to changes in volatility or offer inverse performance to equity markets (inverse
ETFs). The hedge overlay will be used when the Advisor believes there is
the potential for higher risk of loss in equity markets.
The
Advisor will sell a Portfolio Fund when a more attractive investment opportunity
is identified, or the Fund’s portfolio needs to be rebalanced based on the
Advisor’s internal technical and economic fundamental research. The Advisor’s
research includes relative value of a security compared to other securities with
similar market capitalization and equity style. The Advisor may
opportunistically invest a portion of the portfolio that the
advisor believes may outperform the benchmark based on its analysis of
macroeconomic factors such as inflation expectations, interest rates, equity
sector analysis, and the political environment. As a result of this
strategy, the Fund may have a relatively high level of portfolio turnover
compared to other mutual funds, which may affect the Fund’s performance due to
higher transaction costs and taxes. Portfolio turnover will not be a limiting
factor in making investment decisions.
PRINCIPAL
RISKS OF INVESTING IN THE FUND
The
loss of your money is a principal risk of investing in the Fund. Investments in
the Fund are subject to investment risks, including the possible loss of some or
the entire principal amount invested. There can be no assurance that the Fund
will be successful in meeting its investment objective. An investment in the Fund is not a deposit or
obligation of any bank, is not endorsed or guaranteed by any bank, and is not
insured by the Federal Deposit Insurance Corporation or any other government
agency. Accordingly, you may lose money by investing in the Fund. The
Fund will be subject to the following principal risks:
Common Stock Risk. Investments by the
Portfolio Funds in shares of common stock may fluctuate in value response to
many factors, including the activities of the individual issuers whose
securities the Fund or Portfolio Fund owns, general market and economic
conditions, interest rates, and specific industry changes. Such price
fluctuations subject the Fund to potential losses. During temporary or
extended bear markets, the value of common stocks will decline, which could also
result in losses for the Fund.
Control of Portfolio Funds
Risk. The Portfolio Funds each
have their own unique investment objective, strategies, and risks. There
is no guarantee that the Portfolio Funds will achieve their investment
objectives and the Fund has exposure to the investment risks of the Portfolio
Funds in direct proportion to the allocation of assets among the funds.
The investment policies of the Portfolio Funds may differ from the Fund’s
policies.
Although
the Fund and the Advisor will evaluate regularly each Portfolio Fund to
determine whether its investment program is consistent with the Fund’s
investment objective, the Advisor will not have any control over the investments
made by a Portfolio Fund. The investment advisor to each Portfolio Fund
may change aspects of its investment strategies at any time. The Advisor
will not have the ability to control or otherwise influence the composition of
the investment portfolio of a Portfolio Fund.
Equity Securities Risk. Investments by
the Portfolio Funds in equity securities may fluctuate in value response to many
factors, including the activities of the individual issuers whose securities the
Portfolio Fund owns, general market and economic conditions, interest rates, and
specific industry changes. Such price fluctuations subject the Fund to potential
losses. During temporary or extended bear markets, the value of equity
securities will decline, which could also result in losses for the Fund.
ETF Investing Risk. The Fund’s investment
in ETFs may subject the Fund to additional risks than if the Fund would have
invested directly in the ETF’s underlying securities. These risks include the
possibility that an ETF may experience a lack of liquidity that can result in
greater volatility than its underlying securities, an ETF may trade at a premium
or discount to its net asset value, or an ETF may not replicate exactly the
performance of the benchmark index it seeks to track. In addition, investing in
an ETF may also be costlier than if the Fund had owned the underlying securities
directly. The Fund and, indirectly, shareholders of the Fund, bear a
proportionate share of the ETF’s expenses, which include management and advisory
fees and other expenses. In addition, the Fund will pay brokerage commissions in
connection with the purchase and sale of ETFs in the Fund’s portfolio.
Inverse ETF Risk. Investments in inverse ETFs
will prevent the Fund from participating in market-wide or sector-wide gains and
may not prove to be an effective hedge. During periods of increased volatility,
inverse ETFs may not perform in the manner they are designed.
Managed Volatility Risk. Techniques used by the
Advisor to manage the volatility of the Fund’s investments carry the risks that
such techniques may not protect against market declines. The techniques may also
limit the Fund’s participation in market gains, particularly during periods
where market values are increasing but market volatility is high. Further, such
techniques may increase portfolio transaction costs, which could result in
losses or reduced gains. They also may not be successful as the techniques are
subject to the Advisor’s ability to correctly analyze and implement the
volatility management techniques in a timely manner.
Fund Investing Risk. Investments in other
investment companies subject the Fund to additional operating and management
fees and expenses. Investors in the Fund will indirectly bear fees and expenses
charged by the funds in which the Fund invests, in addition to the Fund’s direct
fees and expenses. The Fund’s performance
depends in part upon the performance of the investment advisor to each Portfolio
Fund, the strategies and instruments used by the Portfolio Funds, and the
Advisor's ability to select Portfolio Funds and effectively allocate fund assets
among them.
Fixed Income Risk. The value of your
investment in the Fund will fluctuate with changes in interest rates. Typically,
a rise in interest rates causes a decline in the value of fixed income
securities owned by the Fund. Interest rates are currently at historical lows,
which may impact the Fund’s risk profile. In general, the market price of fixed
income securities with longer maturities will increase or decrease more in
response to changes in interest rates than shorter-term securities. Other risk
factors include credit risk (the debtor may default), extension risk (an issuer
may exercise its right to repay principal on a fixed rate obligation held by the
Fund later than expected), and prepayment risk (the debtor may pay its
obligation early, reducing the amount of interest payments). These risks could
affect the value of a particular investment by the Fund, possibly causing the
Fund's share price and total return to be reduced and fluctuate more than other
types of investments.
REIT Risk. Investing in REITs involves certain unique
risks in addition to those associated with the real estate sector generally,
including poor performance by the REIT’s manager, adverse changes to the tax
laws, and the possible failure by the REIT to qualify for the favorable tax
treatment available to REITs under the Internal Revenue Code of 1986, as
amended, or the exemption from registration under the 1940 Act. REITs are not
diversified and are heavily dependent on cash flow. REITs whose underlying
properties are concentrated in a particular industry or region are also subject
to risks affecting such industries and regions. REITs (especially mortgage
REITs) are also subject to interest rate risks. By investing in REITs through
the Fund, a shareholder will bear expenses of the REITs in addition to Fund
expenses.
Commodities Risk. The Fund and Portfolio
Funds may have exposure to the commodities markets, subjecting the Fund to risks
not associated with investments in traditional securities. The value of
commodities related investments may be affected by changes in overall market
movements, commodity index volatility, changes in interest rates, or factors
affecting a particular industry or commodity, including drought, floods, weather, livestock
disease, embargoes, and tariffs. The prices of industrial metals, precious
metals, agriculture, and livestock commodities may fluctuate widely due to
changes in value, supply and demand, and governmental regulatory policies.
Investment Advisor Risk. The Advisor’s
ability to choose suitable investments has a significant impact on the ability
of the Fund to achieve its investment objectives.
Management Risk. The Fund is subject to
management risk because it is an actively managed portfolio. In managing the
Fund’s portfolio securities, the Advisor will apply investment techniques and
risk analyses in making investment decisions for the Fund, but there can be no
guarantee that these will produce the desired results.
Large-Cap Securities Risk. Stocks of
large companies as a group can fall out of favor with the market, causing the
Fund to underperform investments that have a greater focus on mid-cap or
small-cap stocks. Larger, more established companies may be slow to respond to
challenges and may grow more slowly than smaller companies.
Risks from Selling or Writing Options.
Writing option contracts can result in losses that exceed the Fund’s
initial investment and may lead to additional turnover and higher tax
liability. The risk involved in writing a call option is that there could
be an increase in the market value of the security. If this occurred, the option
could be exercised and the underlying security would then be sold by the Fund at
a lower price than its current market value or in the case of cash settled
options, the Fund would be required to purchase the option at a price that is
higher than the original sales price for such option. Similarly, while writing
call options can reduce the risk of owning stocks, such a strategy limits the
opportunity of the Fund to profit from an increase in the market value of stocks
in exchange for up-front cash at the time of selling the call option. The risk
involved in writing a put option is that there could be a decrease in the market
value of the underlying security. If this occurred, the option could be
exercised and the underlying security would then be sold to the Fund at a higher
price than its current market value or in the case of cash settled options, the
Fund would be required to purchase the option at a price that is higher than the
original sales price for such option.
Risks from Purchasing Options. If a call
or put option purchased by the Fund is not sold when it has remaining value and
if the market price of the underlying security, in the case of a call, remains
less than or equal to the exercise price, or, in the case of a put, remains
equal to or greater than the exercise price, the Fund will lose its entire
investment in the option. Since many factors influence the value of an
option, including the price of the underlying security, the exercise price, the
time to expiration, the interest rate, and the dividend rate of the underlying
security, the Advisor’s success in implementing the Fund’s strategy may depend
on an ability to predict movements in the prices of individual securities,
fluctuations in markets, and movements in interest rates. There is no
assurance that a liquid market will exist when the Fund seeks to close out an
option position. Where a position in a purchased option is used as a hedge
against price movements in a related position, the price of the option may move
more or less than the price of the related position.
Counterparty Credit Risk. The stability and
liquidity of many derivative transactions depends in large part on the
creditworthiness of the parties to the transactions. If a counterparty to such a
transaction defaults, exercising contractual rights may involve delays or costs
for the Fund. Furthermore, there is a risk that a counterparty could become the
subject of insolvency proceedings, and that the recovery of securities and other
assets from such counterparty will be delayed or be of a value less than the
value of the securities or assets originally entrusted to such
counterparty.
Foreign Securities and Emerging Markets
Risk. Foreign securities have investment risks different from those
associated with domestic securities. The value of foreign investments may
be affected by the value of the local currency relative to the U.S. dollar,
changes in exchange control regulations, application of foreign tax laws,
changes in governmental economic or monetary policy, or changed circumstances in
dealings between nations. There may be less government supervision of
foreign markets, resulting in non-uniform accounting practices and less publicly
available information about issuers of foreign securities. In addition,
foreign brokerage commissions, custody fees, and other costs of investing in
foreign securities are often higher than in the United States. Investments
in foreign issues could be affected by other factors not present in the United
States, including expropriation, armed conflict, confiscatory taxation, and
potential difficulties in enforcing contractual obligations. In addition
to the risks of foreign securities in general, countries in emerging markets are
more volatile and can have relatively unstable governments, social and legal
systems that do not protect shareholders, economies based on only a few
industries, there may be greater market manipulation, and securities markets
that trade a small number of issues which could reduce liquidity. There is also
less publicly available information on emerging market companies due to
differences in regulation, accounting, auditing, and financial recordkeeping
requirements, and the information available may be unreliable or outdated.
Market Risk. Market risk refers to the
possibility that the value of securities held by the Fund may decline due to daily fluctuations in the market.
Market prices for securities change daily as a result of many factors, including
developments affecting the condition of both individual companies and the market
in general. The price of a security may even
be affected by factors unrelated to the value or condition of its issuer,
including changes in interest rates, economic and political conditions, and
general market conditions. The Fund’s performance per share will
change daily in response to such factors.
Cash and Cash Equivalents Risk. At any time,
the Fund may have significant investments in cash or cash equivalents. When a
substantial portion of a portfolio is held in cash or cash equivalents, there is
the risk that the value of the cash account, including interest, will not keep
pace with inflation, thus reducing purchasing power over time.
Portfolio Turnover Risk. The Advisor will
sell Portfolio Funds and other securities when it is in the best interest of the
Fund and its shareholders to do so without regard to the length of time they
have been held. As portfolio turnover may involve paying brokerage commissions
and other transaction costs, there could be additional expenses for the
Fund. High rates of portfolio turnover may also result in the realization
of short-term capital gains and losses. Any distributions resulting from
such gains will be considered ordinary income for federal income tax
purposes.
Small-Cap and Mid-Cap Securities Risk.
The Portfolio Funds may invest in securities of small-cap and mid-cap companies,
which involves greater volatility than investing in larger and more established
companies. Small-cap and mid-cap companies can be subject to more abrupt
or erratic share price changes than larger, more established companies.
Securities of these types of companies have limited market liquidity, and their
prices may be more volatile. You should expect that the value of the
Shares will be more volatile than a fund that invests exclusively in
large-capitalization companies.
Cybersecurity
Risk. As part of its business, the Advisor processes, stores, and
transmits large amounts of electronic information, including information
relating to the transactions of the Fund. The Advisor and the Fund are therefore
susceptible to cybersecurity risk. Cybersecurity failures or breaches of the
Fund or its service providers have the ability to cause disruptions and impact
business operations, potentially resulting in financial losses, the inability of
Fund shareholders to transact business, violations of applicable privacy and
other laws, regulatory fines, penalties, and/or reputational damage. The Fund
and its shareholders could be negatively impacted as a result.
Pandemic Risk. There is an ongoing global
outbreak of COVID-19, which has spread to over 200 countries and territories,
including the United States. The general uncertainty surrounding the dangers and
impact of COVID-19 has created significant disruption in global supply chains
and economic activity, increasing rates of unemployment and adversely impacting
many industries. The outbreak could have a continued adverse impact on economic
and market conditions and trigger a period of global economic slowdown. The
outbreak of the COVID-19 pandemic has, at times, had, and is expected to
continue to pose a risk of having, a material adverse impact on the Fund’s
market price, NAV and portfolio liquidity among other factors. These impacts
will likely continue to some extent as the outbreak persists and potentially
even longer. The rapid development and fluidity of this situation precludes any
prediction as to the ultimate adverse impact of COVID-19 on economic and market
conditions, and, as a result, present material uncertainty and risk with respect
to the Fund and the performance of its investments. COVID-19 and the current
financial, economic and capital markets environment, and future developments in
these and other areas present uncertainty and risk with respect to the Fund’s
performance, portfolio liquidity, ability to pay distributions and make share
repurchases.
Authorized Participant Risk. Only an authorized
participant (“Authorized Participant” or “APs”) may engage in creation or
redemption transactions directly with the Fund. The Fund has a limited number of
institutions that may act as Authorized Participants on an agency basis (i.e.,
on behalf of other market participants). Authorized Participant concentration
risk may be heightened for exchange-traded funds (ETFs), such as the Fund, that
invest in securities issued by non-U.S. issuers or other securities or
instruments that have lower trading volumes.
ETF Structure Risks. The Fund is structured as
an ETF and as a result is subject to the special risks, including:
o |
Not Individually Redeemable. Shares are
not individually redeemable and may be redeemed by the Fund at net asset
value (“NAV”) only in large blocks known as “Creation Units.” You
may incur brokerage costs purchasing enough Shares to constitute a
Creation Unit. |
o |
Trading Issues. An active trading market
for the Shares may not be developed or maintained. Trading in Shares on
the Exchange may be halted due to market conditions or for reasons that,
in the view of the Exchange, make trading in Shares inadvisable, such as
extraordinary market volatility. There can be no assurance that Shares
will continue to meet the listing requirements of the Exchange. If the
Shares are traded outside a collateralized settlement system, the number
of financial institutions that can act as authorized participants that can
post collateral on an agency basis is limited, which may limit the market
for the Shares. Any absence of an active trading market, in turn, lead to
a heightened risk of a difference between the market price of the Shares
and the value of the Shares, which would be reflected in a wider bid-ask
spread. |
o |
Cash purchases. To the extent Creation
Units are purchased by APs in cash instead of in-kind, the Fund will incur
certain costs such as brokerage expenses and taxable gains and losses.
These costs could be imposed on the Fund and impact the NAV if not fully
offset by transaction fees paid by the
APs. |
o |
Market Price Variance Risk. The market
prices of Shares will fluctuate in response to changes in NAV and supply
and demand for Shares and will include a “bid-ask spread” charged by the
exchange specialists, market makers or other participants that trade the
particular security. A bid-ask spread is the difference between the
price quoted in the market for an immediate sale (bid) and an immediate
purchase (ask) of the ETF’s shares. There may be times when the market
price and the NAV vary significantly. This means that Shares may trade at
a discount to NAV, and the bid-ask spread could
widen. |
•
|
In
times of market stress, market makers may step away from their role market
making in shares of ETFs and in executing trades, which can lead to
differences between the market value of Shares and the NAV, and the
bid-ask spread could widen. |
•
|
To
the extent authorized participants exit the business or are unable to
process creations or redemptions and no other AP can step in to do so,
there may be a significantly reduced trading market in the Shares, which
can lead to differences between the market value of Shares and the NAV,
and the bid-ask spread could widen. |
•
|
The
market price for the Shares may deviate from the NAV, particularly during
times of market stress, with the result that investors may pay
significantly more or receive significantly less for Shares than the NAV,
which is reflected in the bid and ask price for Shares or in the closing
price. |
•
|
When
all or a portion of an ETFs underlying securities trade in a market that
is closed when the market for the Shares is open, there may be changes
from the last quote of the closed market and the quote from the Fund’s
domestic trading day, which could lead to differences between the market
value of the Shares and the NAV, and the bid-ask spread could widen. |
•
|
In
stressed market conditions, the market for the Shares may become less
liquid in response to the deteriorating liquidity of the Fund’s portfolio.
This adverse effect on the liquidity of the Shares may, in turn, lead to
differences between the market value of the Shares and the NAV, and the
bid-ask spread could widen. |
Early Close/Trading Halt Risk. An exchange or
market may close or issue trading halts on specific securities, or the ability
to buy or sell certain securities or financial instruments may be restricted,
which may prevent the Fund from buying or selling certain securities or
financial instruments. In these circumstances, the Fund may be unable to
rebalance its portfolio, may be unable to accurately price its investments and
may incur substantial trading losses.
PERFORMANCE
INFORMATION
The
following bar chart and tables provide an indication of the risks of investing
in the Fund by showing changes in the Fund’s performance from year to year and
by showing how the average annual total returns for the Fund compared to that of
a broad-based securities market index. The Fund acquired all of the assets and
liabilities of the Adaptive Tactical Outlook Fund (formerly, Adaptive Tactical
Economic Fund), a series of Starboard Investment Trust (the “Trust”), (the
“Predecessor Fund”) in a tax-free reorganization on November 5, 2021. In
connection with this acquisition, shares of the Predecessor Fund’s Institutional
Class shares, Class A shares, and Class C shares were exchanged for Shares. The
Predecessor Fund had an investment objective and strategies that were, in all
material respects, the same as those of the Fund, and was managed in a manner
that, in all material respects, complied with the investment guidelines and
restrictions of the Fund. The performance information set forth below reflects
the historical performance of the Predecessor Fund’s Institutional Class
shares. Prior to July 31, 2015, the Fund
had a different investment advisor. The Fund changed its investment
strategy effective June 9, 2023. The performance information set forth below
does not reflect the Fund’s current strategy or ETF structure. The Fund’s past
performance is not necessarily an indication of how the Fund will perform in the
future. Updated performance information is available online at
https://etfpages.com/RHTX.
Calendar
Year Returns
During
the periods shown in the bar chart above, the Fund’s highest quarterly return
was 11.55% (quarter ended December 31, 2020), and the Fund’s lowest quarterly
return was -20.67% (quarter ended March 31, 2020). The Fund’s year-to-date
return as of June 30, 2023, was 3.72%.
Average
Annual Total Returns Periods Ended December 31, 2022 |
Past
1 Year |
Past
5 Years
|
Past 10
Years
|
Since Inception
(9/20/2012) |
RH Tactical Outlook ETF Before
taxes After taxes on distributions After taxes on
distributions and sale of shares |
-19.69% -19.69% -11.66% |
2.37% 1.35% 1.48% |
5.23% 4.28% 3.79% |
5.36% 4.38% 3.89% |
Morningstar
Moderate Aggressive Target Risk TR Index
(reflects
no deductions for fees and expenses) |
-15.42% |
4.64% |
7.30% |
7.19% |
After-tax
returns are calculated using the historical highest individual federal marginal
income tax rates and do not reflect the impact of state and local taxes.
Actual after-tax returns depend on an investor’s tax situation and may differ
from those shown and are not applicable to investors who hold Shares through
tax-deferred arrangements such as a 401(k) plan or an individual retirement
account (IRA). After-tax returns are shown for only one class of Shares
and after-tax returns will vary for other classes.
MANAGEMENT
Investment Advisor. Cavalier Investments, LLC
d/b/a Adaptive Investments, serves as the Fund’s investment advisor.
Portfolio Managers. The Fund’s portfolio
manager is Scott Wetherington. Mr. Wetherington has provided services to the
Fund since July 2016.
For
important information about Purchase and Redemption of Shares, Tax Information,
and Payments to Broker-Dealers and Other Financial Intermediaries, please turn
to page 45 of the prospectus.
Investment
Objective
The
RH Tactical Rotation ETF (the “Fund”) seeks capital appreciation.
Fees
and Expenses of the Fund
This
table describes the fees and expenses that you may pay if you buy, hold, and
sell shares of the Fund (“Shares”). You may pay
other fees, such as brokerage commissions and other fees to financial
intermediaries, which are not reflected in the table and example
below.
Annual
Fund Operating Expenses
(ongoing
expenses that you pay each year as a percentage of the value of your
investment) |
Management
Fees |
1.00% |
Other
Expenses |
0.82% |
Acquired
Fund Fees and Expenses1 |
0.11% |
Total
Annual Fund Operating Expenses |
1.93% |
Less
Fee Waiver and/or Expense Limitation2 |
(0.57)% |
Total Annual Fund Operating Expenses
After Fee
Waiver and/or Expense Limitation |
1.36%
|
1.
“Acquired Fund” means any
investment company in which the Fund invests or has invested during the previous
fiscal year. The “Total Annual Fund Operating Expenses” and “Net Annual
Fund Operating Expenses” will not match the Fund’s gross and net expense ratios
reported in the Financial Highlights from the Fund’s financial
statements, which
reflect the operating expenses of the Fund and do not include Acquired Fund Fees
and Expenses.
2.
Cavalier Investments, LLC d/b/a Adaptive Investments, the investment
advisor to the Fund (the “Advisor”), has entered into an expense limitation
agreement with the Fund under which it has agreed to waive or reduce its fees
and assume other expenses of the Fund, if necessary, in an amount that limits
the Fund’s annual operating expenses (exclusive of: (i) any front-end or
contingent deferred loads; (ii) brokerage fees and commissions, (iii) acquired
fund fees and expenses; (iv) fees and expenses associated with investments in
other collective investment vehicles or derivative instruments (including for
example option and swap fees and expenses); (v) borrowing costs (such as
interest and dividend expense on securities sold short); (vi) taxes; and (vii)
extraordinary expenses, such as litigation expenses (which may include
indemnification of Fund officers and Trustees and contractual indemnification of
Fund service providers (other than the Advisor)) to not more than 1.25% of the
Fund. Net annual operating expenses for the Fund may exceed these limits to the
extent that it incurs expenses enumerated above as exclusions. The expense
limitation agreement runs through September 30, 2024, and may be terminated by
the Board at any time. The Advisor cannot recoup from the Fund any amounts paid
by the Advisor under the expense limitation agreement.
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 redeem (or you 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 the Fund’s operating expenses remain the same. The Example
includes the Fund’s contractual expense limitation through September 30, 2024.
Although your actual costs may be higher or lower, based on these assumptions
your costs would be:
1
Year |
3
Years |
5
Years |
10
Years |
$138 |
$551 |
$989 |
$2,208 |
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 fiscal
year ended May 31, 2023, the Fund’s portfolio turnover rate was 78.83% of the average value of its
portfolio.
Principal
Investment Strategies
As
an actively managed exchange-traded fund (“ETF”), the Fund will not seek to
replicate the performance of an index. The Advisor seeks to achieve the Fund’s
investment objective of capital appreciation by investing in exchange-traded
funds (“ETFs”) that are registered under the Investment Company Act of 1940, as
amended (the “1940 Act”) and not affiliated with the Fund (“Portfolio Funds”).
In addition to its indirect investments, the Fund may also invest directly in
put and call options on index ETFs, sector ETFs, individual equities, and cash
and cash equivalents as part of its risk management strategy.
The
Advisor splits the Fund’s portfolio into two segments: core and opportunistic.
For the core segment of the Fund’s strategy, the Advisor may invest in ETFs that
track the S&P 500 Index and utilize puts and calls for hedging the
corresponding ETF. The investments of the Portfolio Funds will generally be
comprised of equity securities included in the S&P 500 Index and principally
consisting of common stock. The Advisor will balance the Fund’s Portfolio Funds
around these core equity holdings.
The
Advisor uses an investment model for analyzing market trends. The investment
model includes factors such as price momentum, volatility, and comparative
indicators relative to certain indices. When the Advisor’s model indicates
a negative market trend, the Fund may hedge the Fund’s portfolio by investing in
ETFs that invest in treasury bonds, exchange traded notes (“ETNs”), and leverage
and inverse ETFs. The leveraged ETFs hedge the Fund’s portfolio by offsetting
equity allocations without need to sell the long equity positions. The Fund may
hold significant cash or inverse ETF positions during unfavorable market
conditions.
The
opportunistic segment of the Fund’s portfolio consists of an allocation to large
cap growth and/or large cap value ETFs. The allocation is determined by the
Advisor’s model, which considers relative historical performance between the
S&P 500 Growth Index and the S&P 500 Value Index, and the momentum of
the relative historical performance of the S&P 500 Growth Index and the
S&P 500 Value Index to determine the relative value between U.S. large cap
growth and U.S. large cap value securities. The S&P 500 Growth Index is a
sub-set of the S&P 500 Index that includes growth stocks, which it measures
using three factors: sales growth, the ratio of earnings change to price, and
momentum. The S&P 500 Value Index is a sub-set of the S&P 500 Index that
includes value stocks, which it measures using three factors: the ratios of book
value, earnings, and sales to price.
The
Fund will employ a risk management strategy intended to manage the volatility of
the Fund’s returns and manage the overall risk of investing in the Fund. The
risk management strategy monitors technical metrics on equity indices that may
identify periods where there is potential for higher equity market risk. These
technical metrics use mathematically based tools to identify positive or
negative trends in equity indices, so, when the technical metrics identify a
negative trend, there may be a potential for higher equity market risk.
When periods of declining equity markets are more likely, the risk management
strategy will reduce equity exposure. When employing this risk management
strategy, the Fund may allocate a significant percentage of its assets to cash
and cash equivalents. When employing the risk management strategy, in addition
to cash and cash equivalents, the Fund may utilize a hedge overlay for downside
protection, which will include put and call options and ETFs that have exposure
to changes in volatility or offer inverse performance to equity markets (inverse
ETFs). The hedge overlay will be used when the Advisor believes there is
the potential for higher risk of loss in equity markets.
The
Portfolio Funds in which the Fund invests will have an investment objective
similar to the Fund’s or will otherwise track particular market sectors.
Although the Fund principally invests in Portfolio Funds with no sales-related
expenses or very low sales related expenses, the Fund is not precluded from
investing in Portfolio Funds with sales-related expenses, redemption fees,
and/or service fees. The Fund may have a relatively high level of portfolio
turnover compared to other mutual funds, which may affect the Fund’s performance
due to higher transactions costs and higher taxes. Portfolio turnover will not
be a limiting factor in making investment decisions.
Principal
Risks of Investing in the Fund
The
loss of your money is a principal risk of investing in the Fund. Investments in
the Fund are subject to investment risks, including the possible loss of some or
the entire principal amount invested. There can be no assurance that the Fund
will be successful in meeting its investment objective. An investment in the
Fund is not a deposit or obligation of any bank, is not endorsed or guaranteed
by any bank, and is not insured by the Federal Deposit Insurance Corporation or
any other government agency. The Fund will be subject to the following principal
risks:
Common Stock Risk. Investments by the
Portfolio Funds in shares of common stock may fluctuate in value response to
many factors, including the activities of the individual issuers whose
securities the Portfolio Fund owns, general market and economic conditions,
interest rates, and specific industry changes. Such price fluctuations subject
the Portfolio Fund to potential losses. During temporary or extended bear
markets, the value of common stocks will decline, which could also result in
losses for the Portfolio Fund.
Control of Portfolio Funds
Risk. The Portfolio Funds each
have their own unique investment objective, strategies, and risks. There
is no guarantee that the Portfolio Funds will achieve their investment
objectives and the Fund has exposure to the investment risks of the Portfolio
Funds in direct proportion to the allocation of assets among the funds.
The investment policies of the Portfolio Funds may differ from the Fund’s
policies.
Although
the Fund and the Advisor will evaluate regularly each Portfolio Fund to
determine whether its investment program is consistent with the Fund’s
investment objective, the Advisor will not have any control over the investments
made by a Portfolio Fund. The investment advisor to each Portfolio Fund
may change aspects of its investment strategies at any time. The Advisor
will not have the ability to control or otherwise influence the composition of
the investment portfolio of a Portfolio Fund.
Equity Securities Risk. Investments by
the Portfolio Funds in equity securities may fluctuate in value response to many
factors, including the activities of the individual issuers whose securities the
Portfolio Fund owns, general market and economic conditions, interest rates, and
specific industry changes. Such price fluctuations subject the Fund to potential
losses. During temporary or extended bear markets, the value of equity
securities will decline, which could also result in losses for the Fund.
Leveraged and Inverse ETF Risk. Investing in
leveraged ETFs will amplify the Fund’s gains and losses. Most leveraged ETFs
“reset” daily. Due to the effect of compounding, their performance over longer
periods of time can differ significantly from the performance of their
underlying index or benchmark during the same period of time. Investments in
inverse ETFs will prevent the Fund from participating in market-wide or
sector-wide gains and may not prove to be an effective hedge. During periods of
increased volatility, inverse ETFs may not perform in the manner they are
designed.
ETF Investing Risk. The Fund’s investment
in ETFs may subject the Fund to additional risks than if the Fund would have
invested directly in the ETF’s underlying securities. These risks include the
possibility that an ETF may experience a lack of liquidity that can result in
greater volatility than its underlying securities, an ETF may trade at a premium
or discount to its net asset value, or an ETF may not replicate exactly the
performance of the benchmark index it seeks to track. In addition, investing in
an ETF may also be costlier than if the Fund had owned the underlying securities
directly. The Fund and, indirectly, shareholders of the Fund, bear a
proportionate share of the ETF’s expenses, which include management and advisory
fees and other expenses. In addition, the Fund will pay brokerage commissions in
connection with the purchase and sale of ETFs in the Fund’s portfolio.
Although
the Fund and the Advisor will evaluate regularly each Portfolio Fund to
determine whether its investment program is consistent with the Fund’s
investment objective, the Advisor will not have any control over the investments
made by a Portfolio Fund. The investment advisor to each Portfolio Fund
may change aspects of its investment strategies at any time. The Advisor
will not have the ability to control or otherwise influence the composition of
the investment portfolio of a Portfolio Fund.
Fund Investing Risk. Investments in other
investment companies subject the Fund to additional operating and management
fees and expenses. Investors in the Fund will indirectly bear fees and expenses
charged by the funds in which the Fund invests, in addition to the Fund’s direct
fees and expenses. The Fund’s performance
depends in part upon the performance of the investment advisor to each Portfolio
Fund, the strategies and instruments used by the Portfolio Funds, and the
Advisor's ability to select Portfolio Funds and effectively allocate fund assets
among them.
ETN Risk. Similar to ETFs, owning an ETN
generally reflects the risks of owning the assets that comprise the underlying
market benchmark or strategy that the ETN is designed to reflect. ETNs also are
subject to issuer and fixed-income risk.
Investment Advisor Risk. The Advisor’s
ability to choose suitable investments has a significant impact on the ability
of the Fund to achieve its investment objectives.
Management Risk. The Fund is subject to
management risk because it is an actively managed portfolio. In managing the
Fund’s portfolio securities, the Advisor will apply investment techniques and
risk analyses in making investment decisions for the Fund, but there can be no
guarantee that these will produce the desired results.
Large-Cap Securities Risk. Stocks of
large companies as a group can fall out of favor with the market, causing the
Fund to underperform investments that have a greater focus on mid-cap or
small-cap stocks. Larger, more established companies may be slow to respond to
challenges and may grow more slowly than smaller companies.
Risks from Selling or Writing Options.
Writing option contracts can result in losses that exceed the Fund’s
initial investment and may lead to additional turnover and higher tax
liability. The risk involved in writing a call option is that there could
be an increase in the market value of the security. If this occurred, the option
could be exercised and the underlying security would then be sold by the Fund at
a lower price than its current market value or in the case of cash settled
options, the Fund would be required to purchase the option at a price that is
higher than the original sales price for such option. Similarly, while writing
call options can reduce the risk of owning stocks, such a strategy limits the
opportunity of the Fund to profit from an increase in the market value of stocks
in exchange for up-front cash at the time of selling the call option. The risk
involved in writing a put option is that there could be a decrease in the market
value of the underlying security. If this occurred, the option could be
exercised and the underlying security would then be sold to the Fund at a higher
price than its current market value or in the case of cash settled options, the
Fund would be required to purchase the option at a price that is higher than the
original sales price for such option.
Risks from Purchasing Options. If a call
or put option purchased by the Fund is not sold when it has remaining value and
if the market price of the underlying security, in the case of a call, remains
less than or equal to the exercise price, or, in the case of a put, remains
equal to or greater than the exercise price, the Fund will lose its entire
investment in the option. Since many factors influence the value of an
option, including the price of the underlying security, the exercise price, the
time to expiration, the interest rate, and the dividend rate of the underlying
security, the Advisor’s success in implementing the Fund’s strategy may depend
on an ability to predict movements in the prices of individual securities,
fluctuations in markets, and movements in interest rates. There is no
assurance that a liquid market will exist when the Fund seeks to close out an
option position. Where a position in a purchased option is used as a hedge
against price movements in a related position, the price of the option may move
more or less than the price of the related position.
Counterparty Credit Risk. The stability and
liquidity of many derivative transactions depends in large part on the
creditworthiness of the parties to the transactions. If a counterparty to such a
transaction defaults, exercising contractual rights may involve delays or costs
for the Fund. Furthermore, there is a risk that a counterparty could become the
subject of insolvency proceedings, and that the recovery of securities and other
assets from such counterparty will be delayed or be of a value less than the
value of the securities or assets originally entrusted to such
counterparty.
Managed Volatility Risk. Techniques used by the
Advisor to manage the volatility of the Fund’s investments carry the risks that
such techniques may not protect against market declines. The techniques may also
limit the Fund’s participation in market gains, particularly during periods
where market values are increasing but market volatility is high. Further, such
techniques may increase portfolio transaction costs, which could result in
losses or reduced gains. They also may not be successful as the techniques are
subject to the Advisor’s ability to correctly analyze and implement the
volatility management techniques in a timely manner.
Market Risk. Market risk refers to the
possibility that the value of securities held by the Fund may decline due to daily fluctuations in the market. Market
prices for securities change daily as a result of many factors, including
developments affecting the condition of both individual companies and the market
in general. The price of a security may even
be affected by factors unrelated to the value or condition of its issuer,
including changes in interest rates, economic and political conditions, and
general market conditions. The Fund’s performance per share will
change daily in response to such factors.
Portfolio Turnover Risk. The Advisor will
sell Portfolio Funds and other securities when it is in the best interest of the
Fund and its shareholders to do so without regard to the length of time they
have been held. As portfolio turnover may involve paying brokerage commissions
and other transaction costs, there could be additional expenses for the
Fund. High rates of portfolio turnover may also result in the realization
of short-term capital gains and losses. Any distributions resulting from such
gains will be considered ordinary income for federal income tax purposes.
Cash and Cash Equivalents Risk. At any time,
the Fund may have significant investments in cash or cash equivalents. When a
substantial portion of a portfolio is held in cash or cash equivalents, there is
the risk that the value of the cash account, including interest, will not keep
pace with inflation, thus reducing purchasing power over time.
Quantitative Risk. Securities or other
investments selected using quantitative methods may perform differently from the
market as a whole. There can be no assurance that these methodologies will
enable the Fund to achieve its objective.
Small-Cap and Mid-Cap Securities Risk.
The Portfolio Funds may invest in securities of small-cap and mid-cap companies,
which involves greater volatility than investing in larger and more established
companies. Small-cap and mid-cap companies can be subject to more abrupt
or erratic share price changes than larger, more established companies.
Securities of these types of companies have limited market liquidity, and their
prices may be more volatile. You should expect that the value of the
Portfolio Fund’s shares will be more volatile than a fund that invests
exclusively in large-capitalization companies.
Convertible Securities Risk. Convertible
securities are fixed income securities that the Fund or a Portfolio Fund has the
option to exchange for equity securities at a specified conversion price.
The option allows the Fund or a Portfolio Fund to realize additional returns if
the market price of the equity securities exceeds the conversion price.
Convertible securities have lower yields than comparable fixed income securities
and may provide lower returns than non-convertible fixed income securities or
equity securities depending upon changes in the price of the underlying equity
securities.
Preferred Equity Risk. Preferred equity’s
right to dividends and liquidation proceeds is junior to the rights of a
company’s debt securities. The value of preferred equity may be subject to
factors that affect fixed income and equity securities, including changes in
interest rates and in a company’s creditworthiness. The value of preferred
equity tends to vary more with fluctuations in the underlying common equity and
less with fluctuations in interest rates and tends to exhibit greater
volatility. Shareholders of preferred equity may suffer a loss of value if
dividends are not paid and have limited voting rights.
Cybersecurity Risk. As part of
its business, the Advisor processes, stores, and transmits large amounts of
electronic information, including information relating to the transactions of
the Fund. The Advisor and the Fund are therefore susceptible to cybersecurity
risk. Cybersecurity failures or breaches of the Fund or its service providers
have the ability to cause disruptions and impact business operations,
potentially resulting in financial losses, the inability of Fund shareholders to
transact business, violations of applicable privacy and other laws, regulatory
fines, penalties, and/or reputational damage. The Fund and its shareholders
could be negatively impacted as a result.
Pandemic Risk. There is an ongoing global
outbreak of COVID-19, which has spread to over 200 countries and territories,
including the United States. The general uncertainty surrounding the dangers and
impact of COVID-19 has created significant disruption in global supply chains
and economic activity, increasing rates of unemployment and adversely impacting
many industries. The outbreak could have a continued adverse impact on economic
and market conditions and trigger a period of global economic slowdown. The
outbreak of the COVID-19 pandemic has, at times, had, and is expected to
continue to pose a risk of having, a material adverse impact on the Fund’s
market price, NAV and portfolio liquidity among other factors. These impacts
will likely continue to some extent as the outbreak persists and potentially
even longer. The rapid development and fluidity of this situation precludes any
prediction as to the ultimate adverse impact of COVID-19 on economic and market
conditions, and, as a result, present material uncertainty and risk with respect
to the Fund and the performance of its investments. COVID-19 and the current
financial, economic and capital markets environment, and future developments in
these and other areas present uncertainty and risk with respect to the Fund’s
performance, portfolio liquidity, ability to pay distributions and make share
repurchases.
Authorized Participant Risk. Only an authorized
participant (“Authorized Participant” or “APs”) may engage in creation or
redemption transactions directly with the Fund. The Fund has a limited number of
institutions that may act as Authorized Participants on an agency basis (i.e.,
on behalf of other market participants). Authorized Participant concentration
risk may be heightened for exchange-traded funds (ETFs), such as the Fund, that
invest in securities issued by non-U.S. issuers or other securities or
instruments that have lower trading volumes.
ETF Structure Risks. The Fund is structured as
an ETF and as a result is subject to the special risks, including:
o |
Not Individually Redeemable. Shares are
not individually redeemable and may be redeemed by the Fund at net asset
value (“NAV”) only in large blocks known as “Creation Units.” You
may incur brokerage costs purchasing enough Shares to constitute a
Creation Unit. |
o |
Trading Issues. An active trading market
for the Shares may not be developed or maintained. Trading in Shares on
the Exchange may be halted due to market conditions or for reasons that,
in the view of the Exchange, make trading in Shares inadvisable, such as
extraordinary market volatility. There can be no assurance that Shares
will continue to meet the listing requirements of the Exchange. If the
Shares are traded outside a collateralized settlement system, the number
of financial institutions that can act as authorized participants that can
post collateral on an agency basis is limited, which may limit the market
for the Shares. Any absence of an active trading market, in turn, lead to
a heightened risk of a difference between the market price of the Shares
and the value of the Shares, which would be reflected in a wider bid-ask
spread. |
o |
Cash purchases. To the extent Creation
Units are purchased by APs in cash instead of in-kind, the Fund will incur
certain costs such as brokerage expenses and taxable gains and losses.
These costs could be imposed on the Fund and impact the NAV if not fully
offset by transaction fees paid by the
APs. |
o |
Market Price Variance Risk. The market
prices of Shares will fluctuate in response to changes in NAV and supply
and demand for Shares and will include a “bid-ask spread” charged by the
exchange specialists, market makers or other participants that trade the
particular security. A bid-ask spread is the difference between the price
quoted in the market for an immediate sale (bid) and an immediate purchase
(ask) of the ETF’s shares. There may be times when the market price and
the NAV vary significantly. This means that Shares may trade at a discount
to NAV, and the bid-ask spread could widen. |
•
|
In
times of market stress, market makers may step away from their role market
making in shares of ETFs and in executing trades, which can lead to
differences between the market value of Shares and the NAV, and the
bid-ask spread could widen. |
•
|
To
the extent authorized participants exit the business or are unable to
process creations or redemptions and no other AP can step in to do so,
there may be a significantly reduced trading market in the Shares, which
can lead to differences between the market value of Shares and the NAV,
and the bid-ask spread could widen. |
•
|
The
market price for the Shares may deviate from the NAV, particularly during
times of market stress, with the result that investors may pay
significantly more or receive significantly less for Shares than the NAV,
which is reflected in the bid and ask price for Shares or in the closing
price. |
•
|
When
all or a portion of an ETFs underlying securities trade in a market that
is closed when the market for the Shares is open, there may be changes
from the last quote of the closed market and the quote from the Fund’s
domestic trading day, which could lead to differences between the market
value of the Shares and the NAV, and the bid-ask spread could widen. |
•
|
In
stressed market conditions, the market for the Shares may become less
liquid in response to the deteriorating liquidity of the Fund’s portfolio.
This adverse effect on the liquidity of the Shares may, in turn, lead to
differences between the market value of the Shares and the NAV, and the
bid-ask spread could widen. |
Early Close/Trading Halt Risk. An exchange or
market may close or issue trading halts on specific securities, or the ability
to buy or sell certain securities or financial instruments may be restricted,
which may prevent the Fund from buying or selling certain securities or
financial instruments. In these circumstances, the Fund may be unable to
rebalance its portfolio, may be unable to accurately price its investments and
may incur substantial trading losses.
Performance
Information
The
following bar chart and table provide an indication of the risks of investing in
the Fund by showing changes in the Fund’s performance from year to year and by
showing how the average annual total returns compared to that of a broad-based
securities market index. The Fund acquired all of the assets and liabilities of
the Adaptive Tactical Rotation Fund, a series of Starboard Investment Trust (the
“Trust”), (the “Predecessor Fund”) in a tax-free reorganization on November
5, 2021. In connection with this acquisition, shares of the Predecessor Fund’s
Institutional Class shares, Class A shares, and Class C shares were exchanged
for Shares. The Predecessor Fund had an investment objective and strategies that
were, in all material respects, the same as those of the Fund, and was managed
in a manner that, in all material respects, complied with the investment
guidelines and restrictions of the Fund. The performance information set forth
below reflects the historical performance of the Predecessor Fund’s
Institutional Class shares. Prior to
July 31, 2015, the Fund had a different investment advisor. The Fund changed its
investment strategy effective October 1, 2022. The Fund changed its
investment strategy effective June 9, 2023. The performance information set
forth below does not reflect the Fund’s current strategy or ETF structure. The
Fund’s past performance is not necessarily an indication of how the Fund will
perform in the future. Updated performance information is available online at
https://etfpages.com/RHRX.
Calendar
Year Returns
During
the periods shown in the bar chart above, the Fund’s highest quarterly return
was 10.58% (quarter ended December 31, 2020) and the Fund’s lowest quarterly
return was -19.76% (quarter ended March 31, 2020). The Fund’s year-to-date
return as of June 30, 2023, was 5.82%.
Average
Annual Total Returns Periods Ended December 31, 2022 |
Past
1 Year |
Past
5 Years
|
Past
10
Years |
Since Inception (09/20/2012) |
RH Tactical Rotation ETF Before
taxes After taxes on distributions After taxes on distributions and
sale of shares |
-19.85% -19.85% -11.75% |
0.05% -0.74% -0.03% |
4.73% 3.73% 3.41% |
4.66% 3.67% 3.35% |
Morningstar
Moderate Aggressive Target Risk TR Index
(reflects
no deductions for fees and expenses) |
-15.42% |
4.64% |
7.30% |
7.19% |
After-tax
returns are calculated using the historical highest individual federal marginal
income tax rates and do not reflect the impact of state and local taxes. Actual
after-tax returns depend on an investor’s tax situation and may differ from
those shown and are not applicable to investors who hold Shares through
tax-deferred arrangements such as a 401(k) plan or an individual retirement
account (IRA).
MANAGEMENT
Investment Advisor. Cavalier Investments, LLC
d/b/a Adaptive Investments, serves as the Fund’s investment advisor.
Portfolio Manager. The Fund’s portfolio
is managed on a day-to-day basis by Scott Wetherington. Mr. Wetherington has
provided services to the Fund since January 2020.
For
important information about Purchase and Redemption of Shares,
Tax Information, and Payments to Broker-Dealers and Other
Financial Intermediaries, please turn to page 45 of the prospectus.
The
Funds will issue and redeem Shares at NAV only in large blocks of 10,000 Shares
(each block of Shares is called a “Creation Unit”). Creation Units are issued
and redeemed for cash and/or in-kind for securities. Except when aggregated in
Creation Units in transactions with APs, the Shares are not redeemable
securities of the Funds.
Individual
Shares may only be bought and sold in the secondary market through a broker or
dealer at a market price. Because ETF shares trade at market prices rather than
NAV, Shares may trade at a price greater than NAV (premium) or less than NAV
(discount). An investor may incur costs attributable to the difference between
the highest price a buyer is willing to pay to purchase Shares (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”). You may access
recent information, including information on the NAV, Market Price, premiums and
discounts, and bid-ask spreads, on the Funds’ websites listed below:
Fund |
Website |
Adaptive
Alpha Opportunities ETF |
https://etfpages.com/AGOX |
Adaptive
Hedged Multi-Asset Income ETF |
https://etfpages.com/AMAX |
RH
Tactical Outlook ETF |
https://etfpages.com/RHTX |
RH
Tactical Rotation ETF |
https://etfpages.com/RHRX |
Fund
distributions are generally taxable to you as ordinary income or capital gains,
unless you are investing through a tax deferred arrangement, such as a 401(k)
plan or an individual retirement account (IRA). Distributions on investments
made through tax deferred arrangement will generally be taxed later upon
withdrawal of assets from those accounts.
If
you purchase Shares through a broker-dealer or other financial intermediary
(such as a bank) the Funds, and their related companies, may pay the
intermediary for the sale of Shares and related services. These payments may
create a conflict of interest by influencing the broker-dealer or other
intermediary and your salesperson to recommend the Funds over another
investment. Ask your salesperson or visit your financial intermediary’s website
for more information.
The
investment objective for each Fund is listed in the table below. These
investment objectives are not fundamental policies and can be changed without
shareholder approval by a vote of the Board. Shareholders will receive 60 days’
prior written notice before a change to an investment objective takes
effect.
Fund |
Investment
Objective |
Adaptive
Alpha Opportunities ETF |
Capital
appreciation. |
Adaptive Hedged
Multi-Asset Income ETF
|
Total
return through a combination of capital appreciation and current
income. |
RH
Tactical Outlook ETF |
Total
return through a combination of capital appreciation and current income,
with a secondary goal of downside protection. |
RH
Tactical Rotation ETF |
Capital
appreciation. |
As
an actively managed ETF, the Fund will not seek to replicate the performance of
an index. The Fund’s portfolio manager seeks to achieve the Fund’s investment
objective of capital appreciation by investing in Portfolio Funds that invest in
equity securities of any market capitalization of issuers from a number of
countries throughout the world, including emerging market countries. In addition
to its indirect investments, the Fund may also invest directly in individual
large cap equities and fixed income securities, as well as put and call options
on index ETFs, sector ETFs, individual equities, and cash and cash equivalents
as part of its risk management strategy. The Fund is considered “diversified”
under the 1940 Act.
The
strategy primarily utilizes ETFs and equities but may also use fixed income
securities to diversify the Fund’s asset classes. The Manager uses a top-down
approach to identify sectors that the manager believes will produce strong
performance relative to the overall market and makes investments to capitalize
on these market predictions. Top-down investing is an investment analysis
approach that involves looking first at the macro picture of the economy, and
then looking at the smaller factors in finer detail. After looking at the
big-picture conditions around the world, the manager then examines the general
market conditions followed by particular industry sectors to select those
sectors that it predicts will outperform the market. The fixed income
securities in which the Fund will invest will be investment grade and may be of
any duration or maturity.
The
portfolio manager will track a variety of asset categories (including
commodities and currencies) in order to select securities for the Fund’s
portfolio. The manager will combine top-down analysis with bottom up analysis
for security selection. The top-down analysis focuses on key cycles that
influence the market environment. The bottom-up analysis includes an analysis of
the fundamentals of sectors, which focuses on earnings growth and profitability
metrics. The portfolio manager will select securities within sectors that
capture these insights and may include foreign and domestic securities and
commodity-related securities.
The
Fund will employ a risk management strategy intended to manage the volatility of
the Fund’s returns and manage the overall risk of investing in the Fund. The
risk management strategy monitors technical metrics on equity indices that may
identify periods where there is potential for higher equity market risk. These
technical metrics use mathematically based tools to identify positive or
negative trends in equity indices, so, when the technical metrics identify a
negative trend, there may be a potential for higher equity market risk.
When periods of declining equity markets are more likely, the risk management
strategy will reduce equity exposure. When periods of declining equity
markets are more likely, the risk management strategy will reduce equity
exposure. When employing this risk management strategy, the Fund may allocate a
significant percentage of its assets to cash and cash equivalents. When
employing the risk management strategy, in addition to cash and cash
equivalents, the Fund may utilize a hedge overlay for downside protection, which
will include put and call options and ETFs that have exposure to changes in
volatility or offer inverse performance to equity markets (inverse ETFs). The
hedge overlay will be used when the Advisor believes there is the potential for
higher risk of loss in equity markets.
The
Portfolio Funds will not be limited in their investments by market
capitalization or sector criteria, and may invest in foreign securities,
including foreign securities in emerging markets. The Portfolio Funds in which
the Fund invests will have investment objectives similar to the Fund’s or will
otherwise hold permitted investments under the Fund’s investment policies.
Although the Fund principally invests in Portfolio Funds with no sales-related
expenses or very low sales-related expenses, the Fund is not precluded from
investing in Portfolio Funds with sales-related expenses, redemption fees,
and/or service fees. The portfolio manager will sell a Portfolio Fund when a
more attractive investment opportunity is identified, or the Fund’s portfolio
needs to be rebalanced due to increases or decreases in the Fund’s net assets.
As a result of its strategy, the Fund may have a relatively high level of
portfolio turnover compared to other mutual funds, which may affect the Fund’s
performance due to higher transactions costs and higher taxes. Portfolio
turnover will not be a limiting factor in making investment decisions.
As
an actively managed ETF, the Fund will not seek to replicate the performance of
an index. The Advisor seeks to achieve the Fund’s investment objective of total
return by investing in Portfolio Funds or by making direct investments. The
Fund’s portfolio will consist of a mix of direct and indirect investments
through Portfolio Funds and each may be all of the Fund’s portfolio or none of
the Fund’s portfolio at any given time. The Fund’s fixed income investments,
both direct and indirect through Portfolio Funds, may include mortgage backed
securities, asset backed securities, commercial mortgage backed securities,
non-agency mortgage backed securities, corporate investment grade securities,
convertible securities, high-yield, high risk bonds (commonly known as “junk
bonds”), securities issued or guaranteed by certain U.S. Government agencies,
instrumentalities and sponsored enterprises, ETNs, and global debt securities.
The Fund’s equity investments, both direct and indirect through Portfolio Funds,
may include dividend paying equity securities, REITs, and preferred securities.
The Fund’s equity investments will not be limited by sector criteria or market
capitalization. In addition, to its indirect investments, the Fund may also
invest directly in put and call options on index ETFs, sector ETFs, individual
equities, and cash and cash equivalents as part of its risk management strategy.
The Fund’s allocation of its assets into various asset classes will depend on
the views of the Advisor as to the best value relative to what is currently
presented in the marketplace.
The
Fund may invest in ETF equity strategies that follow a “buy-write” investment
strategy also known as covered call strategy in which a fund purchases a
security and also writes (or sells) call options that correspond to the
security. The fund may also invest in equity index ETFs or fixed income ETFs and
follow a “buy-write” investment strategy.
The
Fund’s fixed income securities may be of any maturity and any credit rating,
including below investment grade securities (commonly referred to as “junk”).
The below investment grade securities will include corporate bonds, securities
of issuers in default, unrated securities, mortgage-backed securities, and
asset-backed securities. The Fund’s fixed income investments will also include
commodity based ETNs and ETFs. The fixed income securities in which the Fund
invests do not have an established average portfolio duration and the average
portfolio durations will vary. Duration is a measure of the sensitivity of the
price of a bond or other debt instrument to a change in interest rates. In
general, the higher the duration, the more a bond's price will drop as interest
rates rise (and the greater the interest rate risk). As a general rule, for
every 1% change in interest rates (increase or decrease), a bond’s price will
change approximately 1% in the opposite direction, for every year of
duration. The Fund will not be limited in its investments by sector
criteria and may invest in foreign securities, including foreign securities in
emerging markets.
The
Advisor uses an investment model for analyzing market trends. The investment
model includes factors such as price momentum, volatility, comparative
indicators relative to certain indices and a recession model (a model that
measures the probability of a recession within the next several months based on
leading economic indicators). The Advisor utilizes research and valuation
metrics to determine which fixed income asset classes have the greatest
potential for producing positive performance and income, with a focus on
capturing upside performance while protecting against loss. The Advisor’s
research includes momentum factors on various fixed income sectors measured over
both short- and long-term periods to create a ranking methodology. Research also
includes technical indicators such as moving averages for additional risk
control. Valuation metrics are measures of a company’s performance, financial
health, and prospects for future earnings by comparing the market’s opinion
(share price) to actual reported earnings to help predict a company’s prospects.
The fixed income Portfolio Funds are selected based on liquidity, cost, and
tracking error (degree to which an ETF that is not actively managed follows its
index). The dividend paying equity securities are selected based on dividend
yield and diversification. The preferred securities and REITs are selected based
on their yield relative to traditional fixed income sectors. When the Advisor’s
model indicates a negative market trend, the Fund may utilize defensive
investments, including ETFs that invest in treasury bonds, ETNs, and leveraged
ETFs (ETFs that seek to deliver multiples of the performance of the index or
benchmark they track) and inverse ETFs (ETFs that seek to deliver the opposite of the
performance of the index or benchmark they track) to hedge the Fund’s portfolio.
The Fund may hold significant cash or inverse ETF positions during unfavorable
market conditions. The Fund may also invest in put and call options.
The
Fund will employ a risk management strategy intended to manage the volatility of
the Fund’s returns and manage the overall risk of investing in the Fund. The
risk management strategy monitors technical metrics on equity indices that may
identify periods where there is potential for higher equity market risk.
These technical metrics use mathematically based tools to identify positive or
negative trends in equity indices, so, when the technical metrics identify a
negative trend, there may be a potential for higher equity market risk. When
periods of declining equity markets are more likely, the risk management
strategy will reduce equity exposure. When employing this risk management
strategy, the Fund may allocate a significant percentage of its assets to cash
and cash equivalents. When employing the risk management strategy, in addition
to cash and cash equivalents, the Fund may utilize a hedge overlay for downside
protection, which will include put and call options and ETFs that have exposure
to changes in volatility or offer inverse performance to equity markets (inverse
ETFs). The hedge overlay will be used when the Advisor believes there is the
potential for higher risk of loss in equity markets.
The
Advisor will sell a portfolio security when a more attractive investment
opportunity is identified, or the Fund’s portfolio needs to be rebalanced due to
increases or decreases in the Fund’s net assets. The Advisor identifies
attractive investment opportunities based on its research, which includes the
relative value of income producing assets and asset classes. In making its
determination, the Advisor will analyze the performance, correlations, drawdowns
(a measure of a peak-to-trough decline during a specific period for an
investment), up and down capture (a statistical measure of overall performance
in up and down markets), fees and expenses, and dividend or income payments
of securities. The Fund may invest up to 15% of its net assets in illiquid
investments. Portfolio turnover will not be a limiting factor in making
investment decisions.
The
Fund intends to invest up to 25% of its total assets in a wholly-owned and
controlled subsidiary (the “Subsidiary”). The Subsidiary will invest its assets
in ETNs and ETFs that provide exposure to commodities. The Fund’s
commodity exposure is intended to provide income and asset class diversification
to the Fund.
The
Subsidiary is subject to the same investment restrictions as the Fund, when
viewed on a consolidated basis. The principal investment strategies and
principal investment risks of the Subsidiary are also principal investment
strategies and principal risks of the Fund and are reflected in this Prospectus.
The financial statements of the Subsidiary will be consolidated with those of
the Fund. By investing in commodities indirectly through the Subsidiary, the
Fund intends to obtain exposure to the commodities in the federal tax
requirements that apply to the Fund under Subchapter M of the Internal Revenue
Code of 1986, as amended (the “Code”). Subchapter M requires, among other
things, that at least 90% of the Fund's gross income be derived from certain
qualifying sources, such as dividends, interest, gains from the sale of stock or
other securities, and certain other income derived from securities or derived
with respect to the Fund’s business of investing in securities (typically
referred to as “qualifying income”). The Fund will make investments in
certain commodity-linked derivatives through the Subsidiary because income from
these derivatives is not treated as “qualifying income” for purposes of the 90%
gross income requirement if the Fund invests in the derivative directly.
In
the past, the Internal Revenue Service issued a number of private letter rulings
to other mutual funds (unrelated to the Fund), which indicated that certain
income from a fund's investment in a wholly-owned foreign subsidiary would
constitute “qualifying income” for purposes of Subchapter M. However, the
Fund does not have a private letter ruling, and the Internal Revenue Service no
longer issues such private letter rulings. Moreover, pursuant to recent guidance
issued by the Treasury Department, income that the Fund derives from its
investment in the Subsidiary in any taxable year would only be treated as
“qualifying income” for purposes of the 90% gross income requirement of
Subchapter M to the extent that the Subsidiary makes certain dividend
distributions to the Fund out of out of the Subsidiary's earnings and profits
for that same taxable year. Therefore, the Subsidiary will, no less than
annually, declare and distribute a dividend to the Fund, as the sole shareholder
of the Subsidiary, in an amount approximately equal to the total amount of
“Subpart F” income (as defined in Section 951 of the Code) generated by or
expected to be generated by the Subsidiary's investments during the fiscal
year.
Because
the Fund may invest a substantial portion of its assets in the Subsidiary, which
may hold some of the investments described in this Prospectus, the Fund may be
considered to be investing indirectly in some of those investments through its
Subsidiary. For that reason, references to the Fund may also include the
Subsidiary.
The
Subsidiary will be subject to the same investment restrictions and limitations,
and follow the same compliance policies and procedures, as the Fund. The Fund
complies with the provisions of the 1940 Act governing investment policies,
capital structure and leverage on an aggregate basis with the Subsidiary. In
addition, the Subsidiary complies with the provisions of the 1940 Act relating
to investment advisory contracts, affiliated transactions and custody. As the
Advisor to the Subsidiary, the Advisor will comply with the provisions of 1940
Act with respect to investment advisory contracts as if they were investment
advisers under Section 2(a)(20) of the 1940 Act. The Fund’s Advisor also
serves as the Advisor to the Subsidiary. The Fund’s custodian also serves as the
custodian to the Subsidiary.
As
an actively managed ETF, the Fund will not seek to replicate the performance of
an index. The Fund seeks to achieve the Fund’s investment objective of total
return by investing in Portfolio Funds. In addition to its indirect
investments, the Fund may also invest directly in put and call options on index
ETFs, sector ETFs, individual equities, and cash and cash equivalents as part of
its risk management strategy.
The
strategy will follow an asset allocation strategy under which the Advisor
selects ETFs that invest in equity securities and fixed income securities. The
equity securities consist of primarily U.S., foreign (including emerging
markets), large cap, mid cap, and small cap securities. The fixed income
securities will be primarily investment grade and may be of any duration and
maturity, although, the Advisor expects that most will be short to medium term
fixed income securities. The Advisor selects individual ETFs based on their
performance track record, portfolio manager views on the underlying investments,
and risk/return analysis of the ETF against a comparable benchmark. The
asset allocation strategy of the Fund deploys the Fund’s assets among equity and
fixed income securities based on the Advisor’s internal technical and economic
fundamental research. Economic fundamental research focuses on macroeconomic
factors (e.g. economy and industry conditions). The Fund may invest 0-100% of
its assets in equity and in fixed income securities based on the optimal
allocation suggested by the Advisor’s research. The Fund may also invest in ETFs
that invest in alternative investments, which will consist primarily of REITs,
limited partnerships, commodities, long/short equity, or global macro strategies
to hedge the equity and fixed income investments with 0-20% of Fund
assets.
The
Advisor updates its proprietary model every four to six weeks. The
proprietary model allocates a percentage of the holdings of the Fund based on
whether the model indicates a growth, balanced or defensive trend. During
a growth trend, the allocation to equity will be higher than fixed income.
During a balanced trend, the allocation will be more balanced between equity and
fixed income. During defensive trend, the allocation to fixed income will
be higher than equity. The proprietary model utilizes a variety of factors
including technical indicators (such as moving averages for additional risk
control), market sentiment, and volatility measures. Based on the market
outlook, the Advisor may make allocation shifts designed to enhance returns in
both strong and weak markets. Typically, the Fund will own 9 to 12 diversified
ETFs in order to replicate the Advisor’s desired portfolio allocation
model.
The
Portfolio Funds will not be limited in their investments by market
capitalization or sector criteria. The selection of equity ETFs is based on how
well the ETF tracks an index for large cap securities (S&P 500), mid cap
securities (S&P Mid Cap 400), and small cap securities (Russell 2000). The
selection of fixed income ETFs is based on how well the ETF tracks an index for
short to intermediate US Treasuries, or the Bloomberg Barclays US Aggregate Bond
Index. The Portfolio Funds in which a portfolio manager invests will have an
investment objective similar to the Fund’s or will otherwise hold permitted
investments under the Fund’s investment policies. Although the Fund
principally invests in Portfolio Funds with no sales related expenses or very
low sales related expenses, a portfolio manager is not precluded from investing
in Portfolio Funds with sales-related expenses, redemption fees, and/or service
fees.
The
Fund will employ a risk management strategy intended to manage the volatility of
the Fund’s returns and manage the overall risk of investing in the Fund. The
risk management strategy monitors technical metrics on equity indices that may
identify periods where there is potential for higher equity market risk. These
technical metrics use mathematically based tools to identify positive or
negative trends in equity indices, so, when the technical metrics identify a
negative trend, there may be a potential for higher equity market risk.
When periods of declining equity markets are more likely, the risk management
strategy will reduce equity exposure. When employing this risk management
strategy, the Fund may allocate a significant percentage of its assets to cash
and cash equivalents. When employing the risk management strategy, in addition
to cash and cash equivalents, the Fund may utilize a hedge overlay for downside
protection, which will include put and call options and ETFs that have exposure
to changes in volatility or offer inverse performance to equity markets (inverse
ETFs). The hedge overlay will be used when the Advisor believes there is the
potential for higher risk of loss in equity markets.
The
Fund will sell a Portfolio Fund when a more attractive investment opportunity is
identified, or the Fund’s portfolio needs to be rebalanced based on the
Advisor’s internal technical and economic fundamental research. The Advisor’s
research includes relative value of a security compared to other securities with
similar market capitalization and equity style. The Advisor may
opportunistically invest a portion of the portfolio that the
advisor believes may outperform the benchmark based on its analysis of
macroeconomic factors such as inflation expectations, interest rates, equity
sector analysis, and the political environment. As a result of this
strategy, the Fund may have a relatively high level of portfolio turnover
compared to other mutual funds, which may affect the Fund’s performance due to
higher transaction costs and taxes. Portfolio turnover will not be a limiting
factor in making investment decisions.
As
an actively managed ETF, the Fund will not seek to replicate the performance of
an index. The Advisor seeks to achieve the Fund’s investment objective of
capital appreciation by investing in Portfolio Funds. In addition to its
indirect investments, the Fund may also invest directly in put and call options
on index ETFs, sector ETFs, individual equities, and cash and cash equivalents
as part of its risk management strategy.
The
Advisor splits the Fund’s portfolio into two segments: core and opportunistic.
For the core segment of the Fund’s strategy, the Advisor may invest in ETFs that
track the S&P 500 Index and utilize puts and calls for hedging the
corresponding ETF. The investments of the Portfolio Funds will generally
be comprised of equity securities included in the S&P 500 Index and
principally consisting of common stock. The Advisor will balance the
Fund’s Portfolio Funds around these core equity holdings.
The
Advisor uses an investment model for analyzing market trends. The investment
model includes factors such as price momentum, volatility and comparative
indicators relative to certain indices. When the Advisor’s model indicates a
negative market trend, the Fund may utilize defensive investments, including
ETFs that invest in treasury bonds, ETNs and leverage and inverse ETFs. The Fund
may hold significant cash or inverse ETF positions during unfavorable market
conditions.
The
opportunistic segment of the Fund’s portfolio consists of an allocation to large
cap growth and/or large cap value ETFs. The allocation is determined by the
Advisor’s model, which considers relative historical performance between the
S&P 500 Growth Index and the S&P 500 Value Index, and the momentum of
the relative historical performance of the S&P 500 Growth Index and the
S&P 500 Value Index to determine the relative value between U.S. large cap
growth and U.S. large cap value securities. The S&P 500 Growth Index is a
sub-set of the S&P 500 Index that includes growth stocks, which it measures
using three factors: sales growth, the ratio of earnings change to price, and
momentum. The S&P 500 Value Index is a sub-set of the S&P 500 Index that
includes value stocks, which it measures using three factors: the ratios of book
value, earnings, and sales to price.
The
Fund will employ a risk management strategy intended to manage the volatility of
the Fund’s returns and manage the overall risk of investing in the Fund. The
risk management strategy monitors technical metrics on equity indices that may
identify periods where there is potential for higher equity market risk. These
technical metrics use mathematically based tools to identify positive or
negative trends in equity indices, so, when the technical metrics identify a
negative trend, there may be a potential for higher equity market risk.
When periods of declining equity markets are more likely, the risk management
strategy will reduce equity exposure. When employing this risk management
strategy, the Fund may allocate a significant percentage of its assets to cash
and cash equivalents. When employing the risk management strategy, in addition
to cash and cash equivalents, the Fund may utilize a hedge overlay for downside
protection, which will include put and call options and ETFs that have exposure
to changes in volatility or offer inverse performance to equity markets (inverse
ETFs). The hedge overlay will be used when the Advisor believes there is the
potential for higher risk of loss in equity markets.
The
Portfolio Funds in which the Fund invests will have an investment objective
similar to the Fund’s or will otherwise track particular market sectors.
Although the Fund principally invests in Portfolio Funds with no sales-related
expenses or very low sales related expenses, the Fund is not precluded from
investing in Portfolio Funds with sales-related expenses, redemption fees,
and/or service fees. The Fund may have a relatively high level of portfolio
turnover compared to other mutual funds, which may affect the Fund’s performance
due to higher costs and higher taxes. Portfolio turnover will not be a limiting
factor in making investment decisions.
|
Adaptive
Alpha
Opportunities
ETF |
Adaptive
Hedged
Multi-Asset
Income
ETF |
RH
Tactical
Outlook
ETF |
RH
Tactical
Rotation
ETF |
Asset-Backed
Securities Investment |
|
X |
|
|
Authorized
Participant |
X |
X |
X |
X |
Cash
and Cash Equivalents |
X |
X |
X |
X |
Commodities |
|
X |
X |
|
Common
Stock |
X |
|
X |
X |
Control
of Portfolio Funds |
X |
X |
X |
X |
Convertible
Securities |
|
X |
|
X |
Corporate
Debt Securities |
|
X |
|
|
Counterparty
Credit |
X |
X |
X |
X |
Credit |
|
X |
|
|
Cybersecurity |
X |
X |
X |
X |
Early
Close/Trading Halt |
X |
X |
X |
X |
Equity
Securities |
X |
|
X |
X |
ETF
Investing |
X |
X |
X |
X |
ETF
Structure |
X |
X |
X |
X |
ETN |
|
X |
|
X |
Fixed
Income |
X |
X |
X |
|
Foreign
Securities and Emerging Markets |
X |
X |
X |
|
Fund
Investing |
X |
X |
X |
X |
|
Adaptive
Alpha
Opportunities
ETF |
Adaptive
Hedged
Multi-Asset
Income
ETF |
RH
Tactical
Outlook
ETF |
RH
Tactical
Rotation
ETF |
Hedging |
|
X |
|
|
High-Yield |
|
X |
|
|
Inflation |
|
X |
|
|
Interest
Rate |
|
X |
|
|
Inverse
ETF Risk |
X |
X |
X |
|
Investment
Advisor |
X |
X |
X |
X |
Large-Cap
Securities |
X |
|
X |
X |
Leveraged
and Inverse ETFs |
|
X |
|
X |
LIBOR |
|
X |
|
|
Liquidity |
|
X |
|
|
Managed
Volatility |
X |
X |
X |
X |
Management |
X |
X |
X |
X |
Market |
X |
X |
X |
X |
Mortgage-Backed
Securities |
|
X |
|
|
Pandemic |
X |
X |
X |
X |
Portfolio
Turnover |
X |
|
X |
X |
Preferred
Equity |
|
X |
|
X |
Quantitative |
X |
X |
|
X |
Rating
Agencies |
|
X |
|
|
REIT |
|
X |
X |
|
Risks
from Purchasing Options |
X |
X |
X |
X |
Risks
from Selling or Writing Options |
X |
X |
X |
X |
Subsidiary
Risk |
|
X |
|
|
|
Adaptive
Alpha
Opportunities
ETF |
Adaptive
Hedged
Multi-Asset
Income
ETF |
RH
Tactical
Outlook
ETF |
RH
Tactical
Rotation
ETF |
Small-Cap
and Mid-Cap Securities |
X |
|
X |
X |
Tax |
|
X |
|
|
U.S.
Government Securities |
|
X |
|
|
Asset-Backed Securities Investment Risk.
Asset-backed investments tend to increase in value less than other debt
securities when interest rates decline but are subject to similar risk of
decline in market value during periods of rising interest rates. In a period of
declining interest rates, the Fund may be required to reinvest more frequent
prepayments on asset-backed investments in lower-yielding investments.
Asset-backed securities in the Fund invests may have underlying assets. There is
a risk that borrowers may default on their obligations in respect of those
underlying obligations. Certain assets underlying asset-backed securities are
subject to prepayment, which may reduce the overall return to asset-backed
security holders. Holders also may experience delays in payment or losses on the
securities if the full amounts due on underlying sales contracts or receivables
are not realized because of unanticipated legal or administrative costs of
enforcing the contracts or because of depreciation or damage to the collateral
securing certain contracts, or other factors. The value of asset-backed
securities may be substantially dependent on the servicing of the underlying
asset pools and are therefore subject to risks associated with the negligence or
malfeasance by their servicers and to the credit risk of their servicers. The
impairment of the value of collateral or other assets underlying an asset-backed
security, such as a result of non-payment of loans or non-performance of other
collateral or underlying assets, may result in a reduction in the value of such
asset-backed securities and losses to the Fund. It is possible that many or all
asset-backed securities will fall out of favor at any time or over time with
investors, affecting adversely the values and liquidity of the
securities.
Authorized Participant Risk. Only an Authorized
Participant may engage in creation or redemption transactions directly with the
Fund. The Fund has a limited number of institutions that may act as Authorized
Participants on an agency basis (i.e., on behalf of other market participants).
Authorized Participant concentration risk may be heightened for exchange-traded
funds (ETFs), such as the Fund, that invest in securities issued by non-U.S.
issuers or other securities or instruments that have lower trading
volumes.
Cash and Cash Equivalents Risk. At any time,
the Fund may have significant investments in cash or cash equivalents. When a
substantial portion of a portfolio is held in cash or cash equivalents, there is
the risk that the value of the cash account, including interest, will not keep
pace with inflation, thus reducing purchasing power over time.
Commodities Risk. The Fund and Portfolio
Funds may have exposure to the commodities markets, subjecting the Fund to risks
not associated with investments in traditional securities. The value of
commodities related investments may be affected by changes in overall market
movements, commodity index volatility, changes in interest rates, or factors
affecting a particular industry or commodity, including drought, floods, weather, livestock
disease, embargoes, and tariffs. The prices of industrial metals, precious
metals, agriculture, and livestock commodities may fluctuate widely due to
changes in value, supply and demand, and governmental regulatory policies.
Common Stock Risk. Investments by the
Fund and Portfolio Funds in shares of common stock may fluctuate in value
response to many factors, including the activities of the individual issuers
whose securities the Fund or Portfolio Fund owns, general market and economic
conditions, interest rates, and specific industry changes. Such price
fluctuations subject the Fund to potential losses. In addition, regardless
of any one company’s particular prospects, a declining stock market may produce
a decline in prices for all equity securities, which could also result in losses
for the Fund. Market declines may continue for an indefinite period of
time, and investors should understand that during temporary or extended bear
markets, the value of common stocks will decline.
Control of Portfolio Funds Risk. The
Portfolio Funds each have their own unique investment objective, strategies, and
risks. There is no guarantee that the Portfolio Funds will achieve their
investment objectives and the Fund has exposure to the investment risks of the
Portfolio Funds in direct proportion to the allocation of assets among the
funds. The investment policies of the Portfolio Funds may differ from the
Fund’s policies.
Although
the Fund and the Advisor will evaluate regularly each Portfolio Fund to
determine whether its investment program is consistent with the Fund’s
investment objective, the Advisor will not have any control over the investments
made by a Portfolio Fund. Even though each Portfolio Fund is subject to
certain constraints, the investment advisor of each Portfolio Fund may change
aspects of its investment strategies at any time. The Advisor will not
have the ability to control or otherwise influence the composition of the
investment portfolio of a Portfolio Fund.
Convertible Securities Risk. Convertible
securities are fixed income securities that the Fund or a Portfolio Fund has the
option to exchange for equity securities at a specified conversion price.
The option allows the Fund or Portfolio Fund to realize additional returns if
the market price of the equity securities exceeds the conversion price.
For example, the Portfolio Fund may hold fixed income securities that are
convertible into shares of common stock at a conversion price of $10 per
share. If the market value of the shares of common stock reached $12, the
Portfolio Fund could realize an additional $2 per share by converting its fixed
income securities. Convertible securities have lower yields than
comparable fixed income securities. In addition, at the time a convertible
security is issued the conversion price exceeds the market value of the
underlying equity securities. Thus, convertible securities may provide
lower returns than non-convertible fixed income securities or equity securities
depending upon changes in the price of the underlying equity securities.
However, convertible securities permit the Fund or Portfolio Fund to realize
some of the potential appreciation of the underlying equity securities with less
risk of losing its initial investment.
Corporate Debt Securities Risk. The Fund
and Portfolio Funds may invest in corporate debt securities. Corporate
debt securities are fixed income securities issued by businesses. Notes,
bonds, debentures, and commercial paper are the most prevalent types of
corporate debt securities. The credit risks of corporate debt securities
vary widely among issuers. In addition, the credit risk of an issuer’s
debt security may vary based on its priority for repayment. Higher ranking
(senior) debt securities have a higher priority than lower ranking
(subordinated) securities. This means that the issuer might not make payments on
subordinated securities while continuing to make payments on senior securities.
In addition, in the event of bankruptcy, holders of senior securities may
receive amounts otherwise payable to the holders of subordinated
securities. Some subordinated securities, like trust preferred and capital
securities notes, also permit the issuer to defer payments under certain
circumstances. Insurance companies issue securities known as surplus notes
that permit the insurance company to defer any payment that would reduce its
capital below regulatory requirements.
Counterparty Credit Risk. The stability and
liquidity of many derivative transactions depends in large part on the
creditworthiness of the parties to the transactions. If a counterparty to such a
transaction defaults, exercising contractual rights may involve delays or costs
for the Fund. Furthermore, there is a risk that a counterparty could become the
subject of insolvency proceedings, and that the recovery of securities and other
assets from such counterparty will be delayed or be of a value less than the
value of the securities or assets originally entrusted to such
counterparty.
Credit Risk. Credit risk refers to the risk
that an issuer or counterparty will fail to pay its obligations to the Fund when
they are due. As a result, the Fund’s income might be reduced, the value of the
Fund’s investment might fall, and/or the Fund could lose the entire amount of
its investment. Changes in the financial condition of an issuer or counterparty,
changes in specific economic, social, or political conditions that affect a
particular type of security or other instrument or an issuer, and changes in
economic, social, or political conditions generally can increase the risk of
default by an issuer or counterparty, which can affect a security’s or other
instrument’s credit quality or value and an issuer’s or counterparty’s ability
to pay interest and principal when due. The values of lower-quality debt
securities (commonly known as “junk bonds”) tend to be particularly sensitive to
these changes.
Cybersecurity Risk. As part of its business,
the Advisor processes, stores, and transmits large amounts of electronic
information, including information relating to the transactions of the Fund. The
Advisor and the Fund are therefore susceptible to cybersecurity risk.
Cyber-attacks include, among other behaviors, stealing or corrupting data
maintained online or digitally, denial of service attacks on websites, the
unauthorized release of confidential information, and causing operational
disruption. Successful cyber-attacks against, or security breakdowns of, the
Fund or its advisor, custodians, fund accountant, fund administrator, transfer
agent, pricing vendors, and/or other third-party service providers may adversely
impact the Fund and its shareholders. For instance, cyber-attacks may interfere
with the processing of shareholder transactions, impact the Fund’s ability to
calculate its NAV, cause the release of private shareholder information or
confidential Fund information, impede trading, cause reputational damage, and
subject the Fund to regulatory fines, penalties or financial losses,
reimbursement or other compensation costs, and/or additional compliance costs.
The Fund also may incur substantial costs for cybersecurity risk management in
order to guard against any cyber incidents in the future. The Fund and its
shareholders could be negatively impacted as a result.
Early Close/Trading Halt Risk. An exchange or market may
close or issue trading halts on specific securities, or the ability to buy or
sell certain securities or financial instruments may be restricted, which may
prevent the Fund from buying or selling certain securities or financial
instruments. In these circumstances, the Fund may be unable to rebalance its
portfolio, may be unable to accurately price its investments and may incur
substantial trading losses.
Equity Securities Risk. Investments by
the Portfolio Funds in equity securities may fluctuate in value response to many
factors, including the activities of the individual issuers whose securities the
Portfolio Fund owns, general market and economic conditions, interest rates, and
specific industry changes. Such price fluctuations subject the Fund to potential
losses. During temporary or extended bear markets, the value of equity
securities will decline, which could also result in losses for the Fund.
ETF Investing Risk. An investment in an
ETF is an investment in another investment company and therefore the Fund’s
shareholders will indirectly bear its proportionate share of any fees and
expenses of the ETFs in which the Fund invests in addition to the Fund’s own
fees and expenses. As a result, the cost of investing will be higher than the
cost of investing directly in the ETFs and may be higher than mutual funds that
invest directly in stocks and bonds. ETFs are subject to the following risks:
(i) the market price of an ETF’s shares may trade above or below its NAV; (ii)
an active trading market for an ETF’s shares may not develop or be maintained;
(iii) trading of an underlying ETF’s shares may be halted if the listing
exchange’s officials deem such action appropriate, the shares are delisted from
the exchange, or the activation of market wide “circuit breakers” (which are
tied to large decreases in stock prices) halts stock trading generally; or (iv)
the ETF may fail to achieve close correlation with the index that it tracks due
to a variety of factors, such as rounding of prices and changes to the index
and/or regulatory policies, resulting in the deviation of the ETF’s returns from
that of its corresponding index. Some ETFs may be thinly traded, and the
resulting higher costs associated with respect to purchasing and selling the
ETFs in the Fund’s portfolio will be borne by the Fund.
ETF Structure Risks. The Fund is
structured as an ETF and as a result is subject to the special risks,
including:
o |
Not Individually Redeemable. Shares are
not individually redeemable and may be redeemed by the Fund at NAV only in
large blocks known as “Creation Units.” You may incur brokerage
costs purchasing enough Shares to constitute a Creation
Unit. |
o |
Trading Issues. An active trading market
for the Shares may not be developed or maintained. Trading in Shares on
the Exchange may be halted due to market conditions or for reasons that,
in the view of the Exchange, make trading in Shares inadvisable, such as
extraordinary market volatility. There can be no assurance that Shares
will continue to meet the listing requirements of the Exchange. If the
Shares are traded outside a collateralized settlement system, the number
of financial institutions that can act as authorized participants that can
post collateral on an agency basis is limited, which may limit the market
for the Shares. Any absence of an active trading market. In turn, lead to
a heightened risk of a difference between the market price of the Shares
and the value of the Shares, which would be reflected in a wider bid-ask
spread. |
o |
Cash purchases. To the extent Creation
Units are purchased by APs in cash instead of in-kind, the Fund will incur
certain costs such as brokerage expenses and taxable gains and losses.
These costs could be imposed on the Fund and impact the NAV if not fully
offset by transaction fees paid by the APs. |
o |
Market Price Variance Risk. The market
prices of Shares will fluctuate in response to changes in NAV and supply
and demand for Shares and will include a “bid-ask spread” charged by the
exchange specialists, market makers or other participants that trade the
particular security. A bid-ask spread is the difference between the price
quoted in the market for an immediate sale (bid) and an immediate purchase
(ask) of the ETF’s shares. There may be times when the market price and
the NAV vary significantly. This means that Shares may trade at a discount
to NAV, and the bid-ask spread could widen. |
•
|
In
times of market stress, market makers may step away from their role market
making in shares of ETFs and in executing trades, which can lead to
differences between the market value of Shares and the NAV, and the
bid-ask spread could widen. |
•
|
To
the extent authorized participants exit the business or are unable to
process creations or redemptions and no other AP can step in to do so,
there may be a significantly reduced trading market in the Shares, which
can lead to differences between the market value of Shares and the NAV,
and the bid-ask spread could widen. |
•
|
The
market price for the Shares may deviate from the NAV, particularly during
times of market stress, with the result that investors may pay
significantly more or receive significantly less for Shares than the NAV,
which is reflected in the bid and ask price for Shares or in the closing
price. |
•
|
When
all or a portion of an ETFs underlying securities trade in a market that
is closed when the market for the Shares is open, there may be changes
from the last quote of the closed market and the quote from the Fund’s
domestic trading day, which could lead to differences between the market
value of the Shares and the NAV, and the bid-ask spread could widen. |
•
|
In
stressed market conditions, the market for the Shares may become less
liquid in response to the deteriorating liquidity of the Fund’s portfolio.
This adverse effect on the liquidity of the Shares may, in turn, lead to
differences between the market value of the Shares and the NAV, and the
bid-ask spread could widen. |
ETN Risk. Similar to ETFs, owning an ETN
generally reflects the risks of owning the assets that comprise the underlying
market benchmark or strategy that the ETN is designed to reflect. ETNs
also are subject to issuer and fixed-income risk. ETN holders are
exposed to an issuer’s credit risk, which does not affect ETF holders.
ETNs are senior unsecured obligations of the issuer. The repayment of the
principal and any applicable return at maturity or upon repurchase by the issuer
are dependent on that issuer's ability to pay.
Fixed Income Risk. Fixed income risk
factors include credit risk (the debtor may default) and prepayment risk (the
debtor may pay its obligation early or later than expected, potentially reducing
the amount of interest payments or extending time to principal repayment).
These risks could affect the value of a particular investment possibly causing
the Fund's share price and total return to be reduced and fluctuate more than
other types of investments. When the Fund invests in fixed income
securities the value of your investment in the Fund will fluctuate with changes
in interest rates. Typically, a rise in interest rates causes a decline in the
value of fixed income securities. Interest rates are currently at historical
lows, which may impact the Fund’s risk profile. In general, the market price of
debt securities with longer maturities will increase or decrease more in
response to changes in interest rates than shorter-term securities. If the U.S.
Federal Reserve’s Federal Open Market Committee (“FOMC”) raises the federal
funds interest rate target, interest rates across the U.S. financial system may
rise. However, the magnitude of rate changes across maturities and borrower
sectors is uncertain. Rising rates may decrease liquidity and increase
volatility, which may make portfolio management more difficult and costly to the
Fund and its shareholders. Additionally, default risk increases if issuers must
borrow at higher rates. Generally, these changing market conditions may cause
the Fund’s share price to fluctuate or decline more than other types of equity
investments.
Foreign Securities and Emerging Markets Risk.
Foreign securities have investment risks different from those associated
with domestic securities. Changes in foreign economies and political climates
are more likely to affect the Fund or a Portfolio Fund with significant
investments in foreign securities than another fund that invests exclusively in
domestic securities. The value of foreign currency denominated securities or
foreign currency contracts is affected by the value of the local currency
relative to the U.S. dollar. There may be less government supervision of
foreign markets, resulting in non-uniform accounting practices and less publicly
available information about issuers of foreign securities. The value of foreign
investments may be affected by changes in exchange control regulations,
application of foreign tax laws (including withholding tax), changes in
governmental economic or monetary policy (in this country or abroad) or changed
circumstances in dealings between nations. In addition, foreign brokerage
commissions, custody fees, and other costs of investing in foreign securities
are often higher than in the United States. Investments in foreign issues
could be affected by other factors not present in the United States, including
expropriation, armed conflict, confiscatory taxation, and potential difficulties
in enforcing contractual obligations.
The
Fund and Portfolio Funds may also invest in emerging markets, which are markets
of countries in the initial stages of industrialization and have low per capital
income. In addition to the risks of foreign securities in general,
countries in emerging markets are more volatile and can have relatively unstable
governments, social and legal systems that do not protect shareholders,
economies based on only a few industries, there may be greater market
manipulation, and securities markets that trade a small number of issues which
could reduce liquidity. There is also less publicly available information on
emerging market companies due to differences in regulation, accounting,
auditing, and financial recordkeeping requirements, and the information
available may be unreliable or outdated.
Fund Investing Risk. Investments in other
investment companies subject the Fund to additional operating and management
fees and expenses. Investors in the Fund will indirectly bear fees and expenses
charged by the funds in which the Fund invests, in addition to the Fund’s direct
fees and expenses. As a result, the cost of investing in the Fund will be
higher than the cost of investing directly in the Portfolio Funds and also may
be higher than other funds that invest directly in securities. The Fund’s
performance depends in part upon the performance of the investment advisor to
each Portfolio Fund, the strategies and instruments used by the Portfolio Funds,
and the Advisor's ability to select Portfolio Funds and effectively allocate
fund assets among them. Furthermore, the use of a fund of funds structure
could affect the timing, amount, and character of distributions and therefore
may increase the amount of taxes payable by you.
Hedging Risk. Techniques used by Advisor to hedge the
Fund’s investments carry the risks that such techniques may not protect against
market declines. The techniques may also limit the Fund’s participation in
market gains. Further, such techniques may increase portfolio transaction costs,
which could result in losses or reduced gains. They also may not be successful
as the techniques are subject to the Advisor’s ability to correctly analyze and
implement the hedging techniques in a timely manner.
High-Yield Risk. The Fund and Portfolio
Funds may invest in junk bonds, including bonds of issuers in default, and other
fixed income securities that are rated below investment grade. Securities
in this rating category are speculative and are usually issued by companies
without long track records of sales and earnings, or by those companies with
questionable credit strength. Credit risk is greater for junk bonds,
particularly for bonds of issuers in default, than for investment grade bonds,
which is the risk that issuers will not make payments on fixed income securities
held by the Fund, resulting in losses to the Fund. Changes in economic
conditions or other circumstances may have a greater effect on the ability of
issuers of these securities to make principal and interest payments than they do
on issuers of higher-grade securities. The retail secondary market for junk
bonds may be less liquid than that of higher-rated securities and adverse
conditions could make it difficult at times to sell certain securities or could
result in lower prices. Additionally, these instruments are unsecured and
may be subordinated to other creditor’s claims.
Inflation Risk. Fixed income securities
held by the Fund and Portfolio Funds are subject to inflation risk.
Because inflation reduces the purchasing power of income produced by existing
fixed income securities, the prices at which fixed income securities trade will
be reduced to compensate for the fact that the income they produce is worth
less. This potential decrease in market value of fixed income securities
would result in a loss in the value of the Fund’s portfolio.
Interest Rate Risk. Interest rates may
rise resulting in a decrease in the value of the fixed income securities held by
the Fund and Portfolio Funds or may fall resulting in an increase in the value
of such securities. Interest rates are currently at historic lows due to the
various federal government stimulus programs as a result of the COVID-19
pandemic. Fixed income securities with longer maturities involve greater risk
than those with shorter maturities.
Inverse ETF Risk. Investing in inverse ETFs may
result in increased volatility due to the inverse ETF’s possible use of short
sales of securities and derivatives such as options and futures. The use
of leverage by an ETF increases risk to the Fund. The more a fund invests
in leveraged instruments, the more the leverage will magnify any gains or losses on those
investments. During periods of increased volatility, inverse ETFs may not
perform in the manner they are designed.
Investment Advisor Risk. The Advisor’s
ability to choose suitable investments has a significant impact on the ability
of the Fund to achieve its investment objectives.
Large-Cap Securities Risk. Stocks of
large companies as a group can fall out of favor with the market, causing the
Fund to underperform investments that have a greater focus on mid-cap or
small-cap stocks. Larger, more established companies may be slow to respond to
challenges and may grow more slowly than smaller companies.
Leveraged and Inverse ETFs.
Investing in leveraged ETFs will amplify the Fund’s gains and losses.
Most leveraged ETFs “reset” daily. Due to the effect of compounding, their
performance over longer periods of time can differ significantly from the
performance of their underlying index or benchmark during the same period of
time. Investing in inverse ETFs may result in increased volatility due to the
funds’ possible use of short sales of securities and derivatives such as options
and futures. The use of leverage by an ETF increases risk to the Fund.
The more a fund invests in leveraged instruments, the more the leverage
will magnify any gains or losses on
those investments. During periods of increased volatility, inverse ETFs may not
perform in the manner they are designed.
Libor Risk. Certain of the Fund’s or Portfolio
Funds’ investments may use a floating rate based on the London Interbank Offered
Rate (“LIBOR”), which is the offered rate for short-term Eurodollar deposits
between major international banks. As of December 31, 2021, the United Kingdom
Financial Conduct Authority (“FCA”) and LIBOR’s administrator, ICE Benchmark
Administration, have ceased the publication of all non-U.S. dollar LIBOR and the
one-week and two-month U.S. dollar LIBOR rates, but the most widely used U.S.
dollar LIBOR settings will continue to be published until June 30, 2023.
Further, on March 15, 2022, the Consolidated Appropriations Act of 2022, which
includes the Adjustable Interest Rate (LIBOR) Act, was signed into law in the
United States. This legislation establishes a uniform benchmark replacement
process for financial contracts that mature after June 30, 2023, that do not
contain clearly defined or practicable fallback provisions.
The
U.S. Federal Reserve, based on the recommendations of the New York Federal
Reserve’s Alternative Reference Rate Committee (comprised of major derivative
market participants and their regulators), has begun publishing the Secured
Overnight Financing Rate (referred to as “SOFR”), which is their preferred
alternative rate for U.S. dollar LIBOR. Proposals for alternative reference
rates for other currencies have also been announced or have already begun
publication. Markets are in the process of developing in response to these new
rates. Although financial regulators and industry working groups have suggested
alternative reference rates, such as the European Interbank Offer Rate, the
Sterling Overnight Interbank Average Rate and SOFR, there has been no global
consensus as to an alternative rate and the process for amending existing
contracts or instruments to transition away from LIBOR remains incomplete.
The
elimination of LIBOR or changes to other reference rates or any other changes or
reforms to the determination or supervision of reference rates could have an
adverse impact on the market for, or value of, any securities or payments linked
to those reference rates, which may adversely affect Fund performance and/or net
asset value. Uncertainty and risk also remain regarding the willingness and
ability of issuers and lenders to include revised provisions in new and existing
contracts or instruments. Consequently, the transition away from LIBOR to other
reference rates may lead to increased volatility and illiquidity in markets that
are tied to LIBOR, fluctuations in values of LIBOR-related investments or
investments in issuers that utilize LIBOR, increased difficulty in borrowing or
refinancing and diminished effectiveness of hedging strategies, potentially
adversely affecting Fund performance. Furthermore, the risks associated with the
expected discontinuation of LIBOR and transition to alternative rates may be
exacerbated if the work necessary to effect an orderly transition to an
alternative reference rate is not completed in a timely manner.
Liquidity Risk. Liquidity risk exists when
particular investments of the Fund would be difficult to purchase or sell,
possibly preventing the Fund from selling such illiquid securities at an
advantageous time or price, or possibly requiring the Fund to dispose of other
investments at unfavorable times or prices in order to satisfy its
obligations.
Illiquid
investments may be difficult to dispose of at a fair price at the times when the
Fund believes it is desirable to do so. The market price of illiquid investments
generally is more volatile than that of more liquid investments, which may
adversely affect the price that the Fund pays for or recovers upon the sale of
such investments. Illiquid investments are also more difficult to value,
especially in challenging markets. The Advisor’s judgment may play a greater
role in the valuation process. Investment of the Fund’s assets in illiquid
securities may restrict the Fund’s ability to take advantage of market
opportunities.
Managed Volatility Risk. Techniques used by the Advisor to manage
the volatility of the Fund’s investments carry the risks that such techniques
may not protect against market declines. The techniques may also limit the
Fund’s participation in market gains, particularly during periods where market
values are increasing but market volatility is high. Further, such techniques
may increase portfolio transaction costs, which could result in losses or
reduced gains. They also may not be successful as the techniques are subject to
the Advisor’s ability to correctly analyze and implement the volatility
management techniques in a timely manner.
Management Risk. The Fund is subject to
management risk because it is an actively managed portfolio. In managing the
Fund’s portfolio securities, the Advisor will apply investment techniques and
risk analyses in making investment decisions for the Fund, but there can be no
guarantee that these will produce the desired results.
Market Risk. Market risk refers to the
possibility that the value of securities held by the Fund may decline due to
daily fluctuations in the market. Market prices for securities change daily as a
result of many factors, including developments affecting the condition of both
individual companies and the market in general. The price of a security
may even be affected by factors unrelated to the value or condition of its
issuer, including changes in interest rates,
economic and political conditions, and general market conditions. The Fund’s
performance per share will change daily in response to such factors.
Mortgage-Backed Securities Risk. Investments by
the Fund in fixed rate and floating rate mortgage-backed securities will entail
credit risks (i.e., the risk of
non-payment of interest and principal) and market risks (i.e., the risk that interest rates and other
factors could cause the value of the instrument to decline). Many issuers or
servicers of mortgage-backed securities guarantee timely payment of interest and
principal on the securities, whether or not payments are made when due on the
underlying mortgages. This kind of guarantee generally increases the quality of
a security but does not mean that the security’s market value and yield will not
change. The values of mortgage-backed securities may change because of changes
in the market’s perception of the credit quality of the assets held by the
issuer of the mortgage-backed securities or an entity, if any, providing credit
support in respect of the mortgage-backed securities. In addition, an
unexpectedly high rate of defaults on the mortgages held by a mortgage pool may
limit substantially the pool’s ability to make payments of principal or interest
to the Fund as a holder of such securities, reducing the values of those
securities or in some cases rendering them worthless. The Fund also may purchase
securities that are not guaranteed or subject to any credit support. An
investment in a privately issued mortgage-backed security may be less liquid and
subject to greater credit risks than an investment in a mortgage-backed security
that is issued or otherwise guaranteed by a federal government agency. The
liquidity of mortgage-backed securities can change significantly over time. Like
bond investments, the value of fixed rate mortgage-backed securities will tend
to rise when interest rates fall and fall when rates rise. Floating rate
mortgage-backed securities generally tend to have more moderate changes in price
when interest rates rise or fall, but their current yield will be affected. In
addition, the mortgage-backed securities market in general may be adversely
affected by changes in governmental legislation or regulation. Factors that
could affect the value of a mortgage-backed security include, among other
things, the types and amounts of insurance which an individual mortgage or that
specific mortgage-backed security carries, the default and delinquency rate of
the mortgage pool, the amount of time the mortgage loan has been outstanding,
the loan-to-value ratio of each mortgage, and the amount of
overcollateralization or undercollateralization of a mortgage pool.
The
residential mortgage market in the United States has experienced difficulties
that may adversely affect the performance and market value of certain of the
Fund’s mortgage-related investments. Delinquencies and losses on residential
mortgage loans generally increased in the last decade and potentially could
begin to increase again. Ongoing developments in the residential mortgage market
may have additional consequences to the market for mortgage-backed
securities.
In
addition, the liquidity of mortgage-backed securities varies by type of
security; at certain times a Fund may be unable to dispose of such investments
at a desirable time or at the value the Fund has placed on the investment.
Because mortgage-backed securities may be less liquid than other securities, the
Funds may be more susceptible to liquidity risks than funds that invest in other
securities. In the past, in stressed markets, certain types of mortgage-backed
securities suffered periods of illiquidity if disfavored by the market.
Commercial
mortgage-backed securities (“CMBS”) include securities that reflect an interest
in, or are secured by, mortgage loans on commercial real property. Many of the
risks of investing in commercial mortgage-backed securities reflect the risks of
investing in the real estate securing the underlying mortgage loans. These risks
reflect the effects of local and other economic U.S. conditions on real estate
markets, the ability of tenants to make loan payments, and the ability of a
property to attract and retain tenants. Commercial mortgage-backed securities
may be less liquid and exhibit greater price volatility than other types of
mortgage- or asset-backed securities.
Pandemic Risk. There is an ongoing global
outbreak of COVID-19, which has spread to over 200 countries and territories,
including the United States. The general uncertainty surrounding the dangers and
impact of COVID-19 has created significant disruption in global supply chains
and economic activity, increasing rates of unemployment and adversely impacting
many industries. The outbreak could have a continued adverse impact on economic
and market conditions and trigger a period of global economic slowdown. The
outbreak of the COVID-19 pandemic has, at times, had, and is expected to
continue to pose a risk of having, a material adverse impact on the Fund’s
market price, NAV and portfolio liquidity among other factors. These impacts
will likely continue to some extent as the outbreak persists and potentially
even longer. The rapid development and fluidity of this situation precludes any
prediction as to the ultimate adverse impact of COVID-19 on economic and market
conditions, and, as a result, present material uncertainty and risk with respect
to the Fund and the performance of its investments. COVID-19 and the current
financial, economic and capital markets environment, and future developments in
these and other areas present uncertainty and risk with respect to the Fund’s
performance, portfolio liquidity, ability to pay distributions and make share
repurchases.
Portfolio Turnover Risk. The Advisor will
sell Portfolio Funds and other securities when it is in the best interest of the
Fund and its shareholders to do so without regard to the length of time they
have been held. As portfolio turnover may involve paying brokerage
commissions and other transaction costs, there could be additional expenses for
the Fund. High rates of portfolio turnover may also result in the
realization of short-term capital gains and losses. Any distributions
resulting from such gains will be considered ordinary income for federal income
tax purposes.
Preferred Equity Risk. Preferred equity’s
right to dividends and liquidation proceeds is junior to the rights of a
company’s debt securities. The value of preferred equity may be subject to
factors that affect fixed income and equity securities, including changes in
interest rates and in a company’s creditworthiness. The value of preferred
equity tends to vary more with fluctuations in the underlying common equity and
less with fluctuations in interest rates and tends to exhibit greater
volatility. Shareholders of preferred equity may suffer a loss of value if
dividends are not paid and have limited voting rights.
Quantitative Risk. Securities or other
investments selected using quantitative methods may perform differently from the
market as a whole for many reasons, including the factors used in building the
quantitative analytical framework, the weights placed on each factor, and
changing sources of market returns, among others. There can be no
assurance that these methodologies will enable the Fund to achieve its
objective.
Rating Agencies Risks. Ratings are not an
absolute standard of quality, but rather general indicators that reflect only
the view of the originating rating agencies from which an explanation of the
significance of such ratings may be obtained. There is no assurance that a
particular rating will continue for any given period of time or that any such
rating will not be revised downward or withdrawn entirely. Such changes may
negatively affect the liquidity or market price of the securities in which the
Fund invests. The ratings of securitized assets may not adequately reflect the
credit risk of those assets due to their structure.
REIT Risk. Investing in REITs involves certain
unique risks in addition to those associated with the real estate sector
generally, including poor performance by the REIT’s manager, adverse changes to
the tax laws, and the possible failure by the REIT to qualify for the favorable
tax treatment available to REITs under the Internal Revenue Code of 1986, as
amended, or the exemption from registration under the 1940 Act. REITs are not
diversified and are heavily dependent on cash flow. REITs whose underlying
properties are concentrated in a particular industry or region are also subject
to risks affecting such industries and regions. REITs (especially mortgage
REITs) are also subject to interest rate risks. By investing in REITs through
the Fund, a shareholder will bear expenses of the REITs in addition to Fund
expenses.
Risks from Purchasing Options. If a call
or put option purchased by the Fund is not sold when it has remaining value and
if the market price of the underlying security, in the case of a call, remains
less than or equal to the exercise price, or, in the case of a put, remains
equal to or greater than the exercise price, the Fund will lose its entire
investment in the option. Since many factors influence the value of an
option, including the price of the underlying security, the exercise price, the
time to expiration, the interest rate, and the dividend rate of the underlying
security, the Advisor’s success in implementing the Fund’s strategy may depend
on an ability to predict movements in the prices of individual securities,
fluctuations in markets, and movements in interest rates. There is no assurance
that a liquid market will exist when the Fund seeks to close out an option
position. Where a position in a purchased option is used as a hedge
against price movements in a related position, the price of the option may move
more or less than the price of the related position.
Risks from Selling or Writing Options.
Writing option contracts can result in losses that exceed the Fund’s
initial investment and may lead to additional turnover and higher tax
liability. The risk involved in writing a call option is that there could
be an increase in the market value of the security. If this occurred, the
option could be exercised and the underlying security would then be sold by the
Fund at a lower price than its current market value or in the case of cash
settled options, the Fund would be required to purchase the option at a price
that is higher than the original sales price for such option. Similarly, while
writing call options can reduce the risk of owning stocks, such a strategy
limits the opportunity of the Fund to profit from an increase in the market
value of stocks in exchange for up-front cash at the time of selling the call
option. The risk involved in writing a put option is that there could be a
decrease in the market value of the underlying security. If this occurred,
the option could be exercised and the underlying security would then be sold to
the Fund at a higher price than its current market value or in the case of cash
settled options, the Fund would be required to purchase the option at a price
that is higher than the original sales price for such option.
There
is no assurance that a liquid market will exist when the Fund seeks to close out
an option position. Where a position in a written option is used as a hedge
against price movements in a related position, the price of the option may move
more or less than the price of the related position.
Subsidiary Risk. By investing in the
Subsidiary, the Fund is indirectly exposed to the risks associated with the
Subsidiary’s investments. There can be no assurance that the investment
objective of the Subsidiary will be achieved. The Subsidiary is not registered
under the 1940 Act, and, unless otherwise noted in this Prospectus, is not
subject to all the investor protections of the 1940 Act. However, the Fund
wholly owns and controls the Subsidiary, and the Fund and its Subsidiary are
both managed by the Advisor and sub-advised by the Sub-Advisor, making it
unlikely that the Subsidiary will take action contrary to the interests of the
Fund and its shareholders. The Board has oversight responsibility for the
investment activities of the Fund, including its investment in the Subsidiary,
and the Fund’s role as sole shareholder of the Subsidiary. To the extent
applicable to the investment activities of the Subsidiary, the Subsidiary will
be subject to the same investment restrictions and limitations, and follow the
same compliance policies and procedures, as its parent fund. Unlike the Fund,
the Subsidiary will not seek to qualify as a regulated investment company under
Subchapter M of the Code.
There
is a risk that the Internal Revenue Service could assert that the annual net
profit realized by the Subsidiary and imputed for income tax purposes to the
Fund will not be considered “qualifying income” for purposes of the Fund
remaining qualified as a regulated investment company for U.S. federal income
tax purposes. Changes in the laws of the United States and/or the Cayman Islands
could result in the inability of the Fund and/or its Subsidiary to operate as
described in this Prospectus and the SAI and could adversely affect the Fund.
For example, the Cayman Islands does not currently impose any income, corporate
or capital gains tax, estate duty, inheritance tax, gift tax, or withholding tax
on the Subsidiary. If Cayman Islands law changes such that the Subsidiary must
pay Cayman Islands taxes, the Fund’s shareholders would likely suffer decreased
investment returns.
Small-Cap and Mid-Cap Securities Risk.
The Fund and Portfolio Funds may invest in securities of small-cap and
mid-cap companies, which involves greater risk than investing in larger and more
established companies. This greater risk is, in part, attributable to the
fact that the securities of these companies are usually less marketable and,
therefore, more volatile than securities of larger, more established companies
or the market in general. Because these companies normally have fewer
shares outstanding than larger companies, it may be more difficult to buy or
sell significant amounts of such shares without an unfavorable impact on
prevailing prices. Another risk factor is that these companies often have
limited product lines, markets, or financial resources and may lack management
depth. Small-cap and mid-cap companies are typically subject to greater changes
in earnings and business prospects than are larger, more established companies.
These companies may be more vulnerable than larger companies to adverse business
or economic developments, the risk exists that the companies will not succeed,
and the prices of the companies’ shares could dramatically decline in
value. You should expect that the value of the Shares will be more
volatile than a fund that invests exclusively in large-capitalization
companies.
Tax Risk. By investing in commodities
indirectly through the Subsidiary, the Fund will obtain exposure to the
commodities markets within the federal tax requirements that apply to the Fund.
However, because the Subsidiary is a controlled foreign corporation, any income
received from its investments will be passed through to the Fund as ordinary
income, which may be taxed at less favorable rates than capital gains.
U.S. Government Securities Risk. Some U.S.
Government securities, such as Treasury bills, notes, and bonds and
mortgage-backed securities guaranteed by the Government National Mortgage
Association (Ginnie Mae), are supported by the full faith and credit of the
United States; others are supported by the right of the issuer to borrow from
the U.S. Treasury; others are supported by the discretionary authority of the
U.S. Government to purchase the agency’s obligations; still others are supported
only by the credit of the issuing agency, instrumentality, or enterprise.
Although U.S. Government-sponsored enterprises may be chartered or sponsored by
Congress, they are not funded by Congressional appropriations, their securities
are not issued by the U.S. Treasury, their obligations are not supported by the
full faith and credit of the U.S. Government, and so investments in their
securities or obligations issued by them involve greater risk than investments
in other types of U.S. Government securities. In addition, certain governmental
entities have been subject to regulatory scrutiny regarding their accounting
policies and practices and other concerns that may result in legislation,
changes in regulatory oversight and/or other consequences that could adversely
affect the credit quality, availability or investment character of securities
issued or guaranteed by these entities.
A
description of the Funds’ policies and procedures with respect to the disclosure
of the Funds’ portfolio securities is available in the Funds’ Statement of
Additional Information (“SAI”).
The
Funds may, from time to time, take temporary defensive positions that are
inconsistent with the Funds’ principal investment strategies in an attempt to
respond to adverse market, economic, political, or other conditions.
During such an unusual set of circumstances, a Fund may hold up to 100% of its
portfolio in cash or cash equivalent positions. When a Fund takes a
temporary defensive position, that Fund may not be able to achieve its
investment objective.
The
Funds’ investment advisor is Cavalier Investments, LLC d/b/a Adaptive
Investments, of 12600 Deerfield Drive, Suite #100, Alpharetta, Georgia 30004
(the “Advisor”). The Advisor was established in 2015 and is registered as
an investment advisor with the SEC under the Investment Advisers Act of 1940, as
amended (the “Advisers Act”). The Advisor manages the investment portfolio and
business affairs of the Fund pursuant to an investment advisory agreement
between the Trust and the Advisor, with respect to the Fund (the “Investment
Advisory Agreement”). As of May 31, 2023, the
Advisor had approximately $282.80 million in assets under
management.
The
Advisor is responsible for the selection of broker-dealers through which the
Funds execute portfolio transactions.
During
the period between June 1, 2015, and July 31, 2015, FolioMetrix, LLC, was the
investment advisor to the Funds. From August 1, 2015, until August 19, 2015, a
previous investment advisor served the Funds, Compass Capital Corporation.
Compass Capital Corporation sponsored the creation of the current Advisor. The
Advisor underwent a change in control in August 2016, at which time a new
advisory agreement was approved by the Board and its shareholders.
Manager-of-Managers Order. The Trust and the
Advisor have applied for and obtained an exemptive order (the “Order”) from the
SEC that permits the Advisor, with the Board’s approval, to enter into
sub-advisory agreements with one or more sub-advisors without obtaining
shareholder approval. The Order permits the Advisor, subject to the approval of
the Board, to replace sub-advisors or amend sub-advisory agreements, including
fees, without shareholder approval whenever the Advisor and the Trustees believe
such action will benefit the Fund and its shareholders.
Advisor Compensation. As full
compensation for the investment advisory services provided to the Funds, the
Advisor receives monthly compensation based on the Funds’ average daily net
assets at the annual rate as follows:
Fund |
Advisory
Fee |
|
1.00% |
|
0.80% |
|
1.00% |
RH
Tactical Rotation ETF |
1.00% |
Expense Limitation Agreement. In the
interest of limiting expenses of the Funds, the Advisor has entered into an expense
limitation agreement with the Trust with respect to the Adaptive Alpha
Opportunities ETF and the Adaptive Hedged Multi-Asset Income ETF, pursuant to
which the Advisor has agreed to waive or reduce its fees and to assume
other expenses so that the total annual operating expenses of each Fund
(exclusive of (i) any front-end or contingent deferred loads; (ii) brokerage
fees and commissions, (iii) fees and expenses associated with investments in
other collective investment vehicles or derivative instruments (including for
example option and swap fees and expenses); (iv) borrowing costs (such as
interest and dividend expense on securities sold short); (v) taxes; and (vi)
extraordinary expenses, such as litigation expenses (which may include
indemnification of Fund officers and Trustees and contractual indemnification of
Fund service providers (other than the Advisor)) to not more than the percentage
of the average daily net assets of the Funds as follows:
Fund |
Expense
Limitation |
Adaptive
Alpha Opportunities ETF |
1.39% |
Adaptive
Hedged Multi-Asset Income ETF |
1.29% |
In
the interest of limiting expenses of the Funds, the Advisor has entered into an expense
limitation agreement with the Trust with respect to the RH Tactical Outlook ETF
and the RH Tactical Rotation ETF, pursuant to which the Advisor has agreed
to waive or reduce its fees and to assume other expenses so that the total
annual operating expenses of each Fund (exclusive of (i) any front-end or
contingent deferred loads; (ii) brokerage fees and commissions, (iii) acquired
fund fees and expenses; (iv) fees and expenses associated with investments in
other collective investment vehicles or derivative instruments (including for
example option and swap fees and expenses); (v) borrowing costs (such as
interest and dividend expense on securities sold short); (vi) taxes; and (vii)
extraordinary expenses, such as litigation expenses (which may include
indemnification of Fund officers and Trustees and contractual indemnification of
Fund service providers (other than the Advisor)) to not more than the percentage
of the average daily net assets of the Funds as follows:
Fund |
Expense
Limitation |
RH
Tactical Outlook ETF |
1.25% |
RH
Tactical Rotation ETF |
1.25% |
Net
annual operating expenses for the Fund may exceed these limits to the extent
that it incurs expenses enumerated above as exclusions. The expense limitation
agreement runs through September 30, 2024, and may be terminated by the Board at
any time. The Advisor cannot recoup from the Fund any amounts paid by the
Advisor under the expense limitation agreement.
For
the fiscal year ended May 31, 2023, the Funds paid the Advisor management fees
(after waivers) as a percentage of each Funds’ average daily net assets, as
follows:
Fund |
Net
Advisory Fee Received |
Adaptive
Alpha Opportunities ETF |
1.00%1 |
Adaptive
Hedged Multi-Asset Income ETF |
0.33%2 |
RH
Tactical Outlook ETF |
0.25% |
RH
Tactical Rotation ETF |
0.52% |
1 Prior
to October 1, 2023, the expense limitation was 1.25% and excluded acquired fund
fees and expenses.
2 Prior
to October 1, 2023, the expense limitation was 0.85% and excluded acquired fund
fees and expenses.
Disclosure Regarding Approval of Investment Advisory Agreement. A discussion
regarding the Trustees’ basis for approving the investment advisory agreement
for the Funds is available in the Funds’ annual report to shareholders for the
period ended May 31, 2023. You may obtain a copy of the annual and
semi-annual report, free of charge, upon request to the Funds.
Portfolio Managers. Each portfolio
manager is jointly and primarily responsible for the day-to-day management of
the applicable Fund’s portfolio. The portfolio manager(s) assigned to each
individual Fund are as follows:
Fund |
Portfolio
Manager |
Advisor/
Sub-Advisor |
Adaptive
Alpha Opportunities ETF |
Brian
Shevland |
Bluestone
Capital Management, LLC |
Adaptive
Hedged Multi-Asset Income ETF |
Scott
Wetherington |
Advisor |
RH
Tactical Outlook ETF |
Scott
Wetherington |
Advisor |
RH
Tactical Rotation ETF |
Scott
Wetherington |
Advisor |
Scott
Wetherington is the portfolio manager for the Adaptive Hedged Multi-Asset Income
ETF, RH Tactical Outlook ETF, and RH Tactical Rotation ETF. Scott has
served as chief investment officer of Cavalier Investments LLC d/b/a Adaptive
Investments since 2016. Prior to Adaptive Investments, Scott served as senior
portfolio manager and chief investment strategist for Linder Capital Advisors
from 2009 to 2016. Scott also holds the chartered financial analyst
designation (CFA) and is a member of the Atlanta Society of Finance and
Investment Professionals.
A
description of the business experience of the other portfolio managers are
described below in “Investment Sub-Advisors.” The Funds’ Statement of Additional
Information provides information about the portfolio manager’s compensation,
other accounts managed by the portfolio manager, and the portfolio manager’s
ownership of Shares.
The
Sub-Advisor serves pursuant to an investment sub-advisory agreement with the
Advisor as approved by the Trustees. The Sub-Advisor, with oversight from the
Advisor, makes day-to-day investment decisions for the Fund and selects
broker-dealers for executing portfolio transactions, subject to the brokerage
policies established by the Trustees. As compensation for the sub-advisory
services each provides to the Fund, the Advisor pays the Sub-Advisor a portion
of the management fees that the Advisor receives from the Fund. The Sub-Advisor
is a registered investment advisor.
For
the fiscal year ended May 31, 2023, the Advisor paid the Sub-Advisor management
fees as a percentage of each Fund’s average daily net assets, as follows:
Fund |
Rate |
Adaptive
Alpha Opportunities ETF |
0.30% |
Adaptive
Alpha Opportunities Fund
The
investment sub-advisor for the Fund is Bluestone Capital Management, LLC,
located at 37 West Ave, Suite 201, Wayne, PA 19087. Bluestone focuses on loss
aversion, with strategies designed to improve the predictability and stability
of returns. Bluestone provides a variety of strategies for separate accounts, as
well as alternative solutions for individuals and institutional clients.
Portfolio Manager. The Fund’s portfolio
manager is Brian Shevland. Mr. Shevland has provided services to the Fund since
September 2018.
Brian
Shevland co-founded Bluestone and has served as the chief executive officer of
Bluestone since 2010. Prior to his time with Bluestone, Mr. Shevland founded and
managed Shevland Capital, an investment management business where he focused his
efforts on tactical asset allocation strategies based on his theory that
diversification alone does not provide significant enough protection against
major market downturns. Mr. Shevland graduated with a B.S. in Business from the
Honors Scholars Program at the University of North Carolina at Wilmington and
studies International Finance at the University of Roehampton in London,
England.
A
description of the business experience of the portfolio manager is described
below in “Investment Sub-Advisor.” The Fund’s Statement of Additional
Information provides information about the portfolio manager’s compensation,
other accounts managed by the portfolio manager, and the portfolio manager’s
ownership of shares of the Fund.
Disclosure Regarding Approval of Sub-Advisory
Agreement. A discussion regarding the Trustees’ basis for approving
the sub-advisory agreement for the Fund is available in the Fund’s annual report
to shareholders for the period ended May 31, 2023. You may obtain a copy
of the annual and semi-annual report, free of charge, upon request to the
Fund.
Shares
may be acquired or redeemed directly from the Fund at NAV only in Creation Units
or multiples thereof, as discussed in the “How to Buy and Sell Shares” Section
of this prospectus. Only an Authorized Participant may engage in creation or
redemption transactions directly with each Fund. Once created, Shares generally
trade in the secondary market in amounts less than a Creation Unit. Individual
Shares may only be bought and sold in the secondary market through a broker or
dealer at market price.
Shares
are listed for trading in the secondary market on the Exchange. Shares can be
bought and sold throughout the trading day like other publicly traded shares.
When buying or selling shares through a broker, you will incur customary
brokerage commissions and other charges. In addition, you may incur the costs
attributable to the difference between the highest price a buyer is willing to
pay to purchase Shares (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”). Because Shares trade at market prices rather than net asset
value, the price you pay or receive for Shares may greater than NAV (premium) or
less than NAV (discount) of such Shares.
The
Funds trade under the Exchange ticker symbols set forth below:
Fund |
Exchange
Ticker Symbol |
Adaptive
Alpha Opportunities ETF |
AGOX |
Adaptive
Hedged Multi-Asset Income ETF |
AMAX |
RH
Tactical Outlook ETF |
RHTX |
RH
Tactical Rotation ETF |
RHRX |
You
can access recent information, including information on each Fund’s NAV, market
price, premiums and discounts, and bid-ask spreads, on the Funds’ website
at:
Fund |
Website |
Adaptive
Alpha Opportunities ETF |
https://etfpages.com/AGOX |
Adaptive
Hedged Multi-Asset Income ETF |
https://etfpages.com/AMAX |
RH
Tactical Outlook ETF |
https://etfpages.com/RHTX |
RH
Tactical Rotation ETF |
https://etfpages.com/RHRX |
Book Entry. Shares are held in book-entry form,
which means that no stock certificates are issued. The Depository Trust Company
(“DTC”) or its nominee is the record owner of, and holds legal title to, all
outstanding Shares of a Fund.
Investors
owning Shares are beneficial owners as shown on the records of DTC or its
participants. DTC serves as the securities depository for all Shares.
Participants in DTC include securities brokers and dealers, banks, trust
companies, clearing corporations and other institutions that directly or
indirectly maintain a custodial relationship with DTC. As a beneficial owner of
Shares, you are not entitled to receive physical delivery of stock certificates
or to have Shares registered in your name, and you are not considered a
registered owner of Shares. Therefore, to exercise any right as an owner of
Shares, you must rely upon the procedures of DTC and its participants. These
procedures are the same as those that apply to any other securities that you
hold in book- entry or “street name” form.
Pricing
Shares. The trading price of the Shares on the Exchange is based on the
market price, not the Fund’s NAV, so it may differ from a Fund’s daily NAV and
can be affected by market forces such as supply and demand, economic conditions
and other factors. Information regarding the number of days the market price of
Shares was greater than the Fund’s NAV and the number of days it was less than
the Fund’s NAV (i.e., premium or discount) for the most recently completed
calendar year, and the most recently completed calendar quarters will be
available on the Fund’s website listed below when it becomes available:
Fund |
Website |
Adaptive
Alpha Opportunities ETF |
https://etfpages.com/AGOX |
Adaptive
Hedged Multi-Asset Income ETF |
https://etfpages.com/AMAX |
RH
Tactical Outlook ETF |
https://etfpages.com/RHTX |
RH
Tactical Rotation ETF |
https://etfpages.com/RHRX |
Determination of
Net Asset Value. The NAV per Share is determined once daily as of the
close of the New York Stock Exchange (“NYSE”), usually 4:00 p.m. Eastern time,
each day the NYSE is open for trading, based on prices at the time of closing
provided that (a) any Fund assets or liabilities denominated in currencies other
than the U.S. dollar are translated into U.S. dollars at the prevailing market
rates on the date of valuation as quoted by one or more major banks or dealers
that makes a two-way market in such currencies (or a data service provider based
on quotations received from such banks or dealers); and (b) U.S. fixed income
assets may be valued as of the announced closing time for trading in fixed
income instruments in a particular market or exchange. The NAV of a Fund is
calculated by dividing the value of the net assets of the Fund (i.e., the value
of the Fund’s total assets minus its total liabilities) by the total number of
outstanding Shares.
Fixed
income securities are valued at market value. Market value generally means a
valuation (i) obtained from an exchange, a pricing service or a major market
maker (or dealer), (ii) based on a price quotation or other equivalent
indication of value supplied by an exchange, a pricing service or a major market
maker (or dealer), or (iii) based on amortized cost. A Fund’s debt securities
are thus valued by reference to a combination of transactions and quotations for
the same or other securities believed to be comparable in quality, coupon,
maturity, type of issue, call provisions, trading characteristics and other
features deemed to be relevant. To the extent a Fund’s debt securities are
valued based on price quotations or other equivalent indications of value
provided by a third-party pricing service, any such third-party pricing service
may use a variety of methodologies to value some or all of a Fund’s debt
securities to determine the market price. For example, the prices of
securities with characteristics like those held by a Fund may be used to assist
with the pricing process. In addition, the pricing service may use proprietary
pricing models.
Equity
securities are valued at the last reported sale price on the principal exchange
on which such securities are traded, as of the close of regular trading on the
Exchange on the day the securities are being valued or, if there are no sales,
at the mean of the most recent bid and asked prices. Equity securities that are
traded in over-the-counter markets are valued at the NASDAQ Official Closing
Price as of the close of regular trading on the Exchange on the day the
securities are valued or, if there are no sales, at the mean of the most recent
bid and asked prices.
Securities
will be valued at fair value when market quotations (or other market valuations
such as those obtained from a pricing service) are not readily available or are
deemed unreliable. Fair value determinations are made in accordance with the
policies and procedures approved by the Board. Market quotations may not be
readily available or may be determined to be unreliable when a security’s value
or a meaningful portion of a Fund’s portfolio is believed to have been
materially affected by a significant event. A significant event is an event that
is likely to materially affect the value of a Fund’s investment. Such events may
include a natural disaster, an economic event like a bankruptcy filing, a
trading halt in a security, an unscheduled early market close or a substantial
fluctuation in domestic and foreign markets that has occurred between the close
of the principal exchange and the Exchange. In such a case, the value for a
security is likely to be different from the last quoted market price. In
addition, due to the subjective and variable nature of fair market value
pricing, it is possible that the value determined for a particular asset may be
materially different from the value realized upon such asset’s sale.
Trading
in securities on many foreign securities exchanges and over-the-counter markets
is normally completed before the close of business on the NYSE. In addition,
securities trading in a particular country or countries may not take place on
all U.S. business days or may take place on days that are not U.S. business
days. Changes in valuations of certain securities may occur at times or on days
on which a Fund’s NAV is not calculated and on which a Fund does not affect
sales or redemptions of its Shares.
Creation Units.
Investors such as market makers, large investors, and institutions who
wish to deal in Creation Units (large specified blocks of 10,000 Shares or
multiples thereof) directly with a Fund must have entered into an authorized
participant agreement with Capital Investment Group, Inc. (the “Distributor”),
and be accepted by the transfer agent, or purchase through a dealer that has
entered into such an agreement. Set forth below is a brief description of the
procedures applicable to purchase and redemption of Creation Units. For more
detailed information, see “Creation and Redemption of Creation Unit
Aggregations” in the Statement of Additional Information.
Buying Creation
Units. In order to purchase Creation Units of the Fund, an investor must
generally deposit a designated portfolio of securities (the “Deposit
Securities”) (and/or an amount in cash in lieu of some or all of the Deposit
Securities) and generally make a cash payment referred to as the “Cash
Component.” For those APs that are not eligible for trading a Deposit Security,
and in such other circumstances as the Advisor believes are in the best
interests of a Fund, custom orders are available. The list of the names and the
amounts of the Deposit Securities is made available by the Fund’s custodian
through the facilities of the NSCC immediately prior to the opening of business
each day of the Exchange. The Cash Component represents the difference between
the NAV of a Creation Unit and the market value of the Deposit Securities. In
the case of custom orders, cash- in-lieu may be added to the Cash Component to
replace any Deposit Securities that either the AP may not be eligible to trade,
or the Advisor believes are in the best interests of a Fund not to accept
in-kind.
Orders
must be placed in proper form by or through an AP that is a participant of the
DTC (“DTC Participant”). All standard orders must be placed for one or more
whole Creation Units of Shares of a Fund and must be received by the Distributor
in proper form no later than the close of regular trading on the NYSE
(ordinarily 4:00 p.m. Eastern time) (“Closing Time”) in order to receive that
day’s closing NAV per Share. In the case of custom orders, the order must be
received by the Distributor no later than one hour prior to Closing Time in
order to receive that day’s closing NAV per Share. A custom order may be placed
by an AP in the event that the Trust permits or requires the substitution of an
amount of cash to be added to the Cash Component to replace any Deposit Security
which may not be available in sufficient quantity for delivery or which may not
be eligible for trading by such AP or the investor for which it is acting or any
other relevant reason. A fixed creation transaction fee of $250 per transaction
(the “Creation Transaction Fee”) is applicable to each transaction regardless of
the number of Creation Units purchased in the transaction. An additional
variable charge for cash creations or partial cash creations may also be imposed
to compensate a Fund for the costs associated with buying the applicable
securities. A Fund may adjust these fees from time to time based on actual
experience. The price for each Creation Unit will equal a Fund’s daily NAV per
share times the number of Shares in a Creation Unit plus the fees described
above and, if applicable, any transfer taxes.
Shares
of a Fund may be issued in advance of receipt of all Deposit Securities subject
to various conditions, including a requirement to maintain cash at least equal
to 115% of the market value of the missing Deposit Securities on deposit with
the Trust.
For
more detailed information, see “Creation and Redemption of Creation Unit
Aggregations” in the Statement of Additional Information.
Legal Restrictions on Transactions in Certain
Securities. An investor subject to a legal restriction with respect to a
particular security required to be deposited in connection with the purchase of
a Creation Unit may, at a Fund’s discretion, be permitted to deposit an
equivalent amount of cash in substitution for any security which would otherwise
be included in the Deposit Securities applicable to the purchase of a Creation
Unit. For more detailed information, see “Creation and Redemption of Creation
Unit Aggregations” in the Statement of Additional Information.
Redemption of Creation Units. Shares may be
redeemed only in Creation Units at their NAV and only on a day the Exchange is
open for business. The Funds’ custodian makes available immediately prior to the
opening of business each day of the Exchange, through the facilities of the
NSCC, the list of the names and the amounts of a Fund’s portfolio securities
that will be applicable that day to redemption requests in proper form
(“Redemption Securities”). Redemption Securities received on redemption may not
be identical to Deposit Securities, which are applicable to purchases of
Creation Units. Unless cash redemptions or partial cash redemptions are
available or specified for a Fund as set forth below, the redemption proceeds
consist of the Redemption Securities, plus cash in an amount equal to the
difference between the NAV of Shares being redeemed as next determined after
receipt by the transfer agent of a redemption request in proper form, and the
value of the Redemption Securities (the “Cash Redemption Amount”), less the
applicable redemption fee and, if applicable, any transfer taxes. Should the
Redemption Securities have a value greater than the NAV of Shares being
redeemed, a compensating cash payment to a Fund equal to the differential, plus
the applicable redemption fee and, if applicable, any transfer taxes will be
required to be arranged for, by or on behalf of the redeeming shareholder.
An
order to redeem Creation Units of a Fund may only be effected by or through an
Authorized Participant. An order to redeem must be placed for one or more whole
Creation Units and must be received by the transfer agent in proper form no
later than the close of regular trading on the NYSE (normally 4:00 p.m. Eastern
time) in order to receive that day’s closing NAV per Share. In the case of
custom orders, as further described in the Statement of Additional Information,
the order must be received by the transfer agent no later than 3:00 p.m. Eastern
time.
For
more detailed information, see “Creation and Redemption of Creation Unit
Aggregations” in the Statement of Additional Information.
Distributions.
Fund shareholders are entitled to their share of a Fund’s income and net
realized gains on its investments. Each of the Funds (except the Adaptive Hedged
Multi-Asset Income ETF) pays out substantially all of their net earnings to
their shareholders on an annual basis. Adaptive Hedged Multi-Asset Income
ETF pays out substantially all of its earnings to its shareholders on a monthly
basis. Income dividends, if any, are distributed to shareholders annually.
Net capital gains are distributed annually. Dividends may be declared and paid
more frequently to comply with the distribution requirements of the Internal
Revenue Code of 1986, as amended (the “Code”). Some portion of each distribution
may result in a return of capital (which is a return of the shareholder’s
investment in a Fund). Fund shareholders will be notified regarding the portion
of the distribution that represents a return of capital.
Distributions
in cash may be reinvested automatically in additional whole Shares only if the
broker through which the Shares were purchased makes such option
available.
Shares
can only be purchased and redeemed directly from a Fund in Creation Units by
APs, and the vast majority of trading in Shares occurs on the secondary market.
Because the secondary market trades do not directly involve the Funds, it is
unlikely those trades would cause the harmful effects of market timing,
including dilution, disruption of portfolio management, increases in a Fund’s
trading costs and the realization of capital gains. With regard to the purchase
or redemption of Creation Units directly with a Fund, to the extent effected
in-kind (i.e., for securities), those
trades do not cause the harmful effects that may result from frequent cash
trades. To the extent trades are effected in whole or in part in cash, those
trades could result in dilution to a Fund and increased transaction costs, which
could negatively impact a Fund’s ability to achieve its investment objective.
However, direct trading by APs is critical to ensuring that Shares trade at or
close to NAV. The Funds also employ fair valuation pricing to minimize potential
dilution from market timing. In addition, a Fund imposes transaction fees on
purchases and redemptions of Shares to cover the custodial and other costs
incurred by a Fund in effecting trades. These fees increase if an investor
substitutes cash in part or in whole for securities, reflecting the fact that a
Fund’s trading costs increase in those circumstances. Given this structure, the
Trust has determined that it is not necessary to adopt policies and procedures
to detect and deter market timing of the Shares.
Administrator. The Trust has entered into a Fund Accounting
& Administration Agreement with The Nottingham Company (the
“Administrator”), located at 116 South Franklin Street, Post Office Box 69,
Rocky Mount, North Carolina 27802-0069. Under the Fund Accounting &
Administration Agreement, The Nottingham Company will serve as fund accountant,
administrator, and in other capacities for the Funds.
Custodians. Clear Street, LLC (the “ClearStreet”),
located at 55 Broadway, New York, NY 10006 serves as the custodian for the
Adaptive Alpha Opportunities ETF, Adaptive Hedged Multi-Asset Income ETF, RH
Tactical Outlook ETF, and RH Rotation ETF. ClearStreet is responsible for
holding all cash assets and all portfolio securities of the Funds listed above
(except Adaptive Hedged Multi-Asset Income ETF for which it holds equity
securities and options), releasing and delivering such securities as directed by
the Funds listed above, maintaining bank accounts in the names of the Funds
listed above, receiving for deposit into such accounts payments for Shares,
collecting income and other payments due the Funds listed above with respect to
portfolio securities, paying out monies of the Funds listed above, and making
available a list of the names and the amounts of the Deposit Securities through
the facilities of the NSCC.
UMB
Bank, n.a., (“UMB”) located at located at 1010 Grand Blvd, Kansas City, Missouri
64106 serves as custodian for the Adaptive Hedged Multi-Asset Income ETF. UMB is
responsible for holding all cash assets and fixed income securities of the
Adaptive Hedged Multi-Asset Income ETF, releasing and delivering such securities
as directed by the Adaptive Hedged Multi-Asset Income ETF, maintaining bank
accounts in the name of the Adaptive Hedged Multi-Asset Income ETF, receiving
for deposit into such accounts payments for Shares, collecting income and other
payments due the Adaptive Hedged Multi-Asset Income ETF with respect to
portfolio securities, and paying out monies of the Adaptive Hedged Multi-Asset
Income ETF.
Transfer Agent. Nottingham Shareholder Services LLC (the
“Transfer Agent”), located at 116 South Franklin Street, PO Box 4365, Rocky
Mount, North Carolina 27803-0365, is the transfer agent for the Funds and serves
as the dividend disbursing agent for the Funds.
Distributor. Capital
Investment Group, Inc. is the distributor for the Shares (the “Distributor”).
The Distributor is a registered broker-dealer and member of the Financial
Industry Regulatory Authority, Inc. (“FINRA”).
Counsel. Greenberg Traurig LLP is counsel to the
Trust.
Independent Registered Public
Accounting Firm. Cohen &
Company, Ltd., located at 1835 Market Street, Suite 310, Philadelphia, PA 19103
serves as each Fund’s independent registered public accounting firm. They audit
each Fund’s financial statements and perform other related audit services.
Shares
are traded throughout the day in the secondary market on a national securities
exchange on an intra-day basis and are created and redeemed in-kind and/or for
cash in Creation Units at each day’s next calculated NAV. In-kind arrangements
are designed to protect ongoing shareholders from the adverse effects on a
Fund’s portfolio that could arise from frequent cash redemption transactions. In
a mutual fund, redemptions can have an adverse tax impact on taxable
shareholders if the mutual fund needs to sell portfolio securities to obtain
cash to meet net fund redemptions. These sales may generate taxable gains for
the ongoing shareholders of the mutual fund, whereas the Shares’ in-kind
redemption mechanism generally will not lead to a tax event for a Fund or its
ongoing shareholders.
Ordinarily,
dividends from net investment income, if any, are declared and paid annually by
the Funds. The Funds distribute their net realized capital gains, if any, to
shareholders annually. The Funds may also pay a special distribution at the end
of a calendar year to comply with federal tax requirements.
No
dividend reinvestment service is provided by the Funds. Broker-dealers may make
available the DTC book-entry Dividend Reinvestment Service for use by beneficial
owners of the Funds for reinvestment of their dividend distributions. Beneficial
owners should contact their broker to determine the availability and costs of
the service and the details of participation therein. Brokers may require
beneficial owners to adhere to specific procedures and timetables. If this
service is available and used, dividend distributions of both income and
realized gains will be automatically reinvested in additional whole Shares
purchased in the secondary market.
Distributions
in cash may be reinvested automatically in additional whole Shares only if the
broker through whom you purchased Shares makes such option available.
As
with any investment, you should consider how your investment in Shares will be
taxed. The tax information in this Prospectus is provided as general
information. You should consult your own tax professional about the tax
consequences of an investment in Shares.
Unless
your investment in Shares is made through a tax-exempt entity or tax-deferred
retirement account, such as an individual retirement account, you need to be
aware of the possible tax consequences when:
• |
A
Fund makes distributions, |
• |
You
sell your Shares listed on the Exchange,
and |
• |
You
purchase or redeem Creation Units. |
Distributions
from a Fund’s net investment income, including net short-term capital gains, if
any, are taxable to you as ordinary income, except that a Fund’s dividends
attributable to its “qualified dividend income” (i.e., dividends received on stock of most
domestic and certain foreign corporations with respect to which a Fund satisfies
certain holding period and other restrictions), if any, generally are subject to
federal income tax for non-corporate shareholders who satisfy those restrictions
with respect to their Shares at the rate for net capital gain. A part of a
Fund’s dividends also may be eligible for the dividends-received deduction
allowed to corporations -- the eligible portion may not exceed the aggregate
dividends a Fund receives from domestic corporations subject to federal income
tax (excluding REITs) and excludes dividends from foreign corporations --
subject to similar restrictions. However, dividends a corporate shareholder
deducts pursuant to that deduction are subject indirectly to the federal
alternative minimum tax.
In
general, your distributions are subject to federal income tax when they are
paid, whether you take them in cash or reinvest them in a Fund (if that option
is available). Distributions reinvested in additional Shares through the means
of a dividend reinvestment service, if available, will be taxable to
shareholders acquiring the additional Shares to the same extent as if such
distributions had been received in cash. Distributions of net long-term capital
gains, if any, in excess of net short-term capital losses are taxable as
long-term capital gains, regardless of how long you have held the Shares.
Distributions
in excess of a Fund’s current and accumulated earnings and profits are treated
as a tax-free return of capital to the extent of your basis in the Shares and as
capital gain thereafter. A distribution will reduce a Fund’s NAV per Share and
may be taxable to you as ordinary income or capital gain (as described above)
even though, from an investment standpoint, the distribution may constitute a
return of capital.
By
law, the Funds are required to withhold 28% of your distributions and redemption
proceeds if you have not provided a Fund with a correct Social Security number
or other taxpayer identification number and in certain other situations.
Any
capital gain or loss realized upon a sale of Shares is generally treated as
long-term capital gain or loss if the Shares have been held for more than one
year and as short-term capital gain or loss if the Shares have been held for one
year or less. The ability to deduct capital losses from sales of Shares may be
limited.
An
AP that exchanges securities for Creation Units generally will recognize a gain
or a loss equal to the difference between the market value of the Creation Units
at the time of the exchange and the sum of the exchanger’s aggregate basis in
the securities surrendered plus any Cash Component it pays. An AP that exchanges
Creation Units for securities will generally recognize a gain or loss equal to
the difference between the exchanger’s basis in the Creation Units and the sum
of the aggregate market value of the securities received plus any cash equal to
the difference between the NAV of the Shares being redeemed and the value of the
securities. The Internal Revenue Service (“Service”), however, may assert that a
loss realized upon an exchange of securities for Creation Units cannot be
deducted currently under the rules governing “wash sales” or for other reasons.
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 the Shares have been held for more
than one year and as short-term capital gain or loss if the Shares have been
held for one year or less.
If
an AP purchases or redeems Creation Units, the AP will be sent a confirmation
statement showing how many Shares the AP purchased or sold and at what price.
See “Additional Tax Information” in the SAI for a description of the newly
effective requirement regarding basis determination methods applicable to Share
redemptions and a Fund’s obligation to report basis information to the
Service.
The
foregoing discussion summarizes some of the possible consequences under current
federal tax law of an investment in the Funds. It is not a substitute for
personal tax advice. Consult your personal tax advisor about the potential tax
consequences of an investment in the Shares under all applicable tax laws. See
“Additional Tax Information” in the SAI for more information.
The
Financial Highlights tables are intended to help you understand the financial
performance of each Fund for the past five years. Each Fund is a continuation of
its corresponding Predecessor Fund and, therefore, the financial information
includes results of the Predecessor Funds. Certain information reflects
financial results for a single share of the Funds. The total returns in the
table represent the rate that an investor would have earned or lost on an
investment in the Funds (assuming reinvestment of all dividends and
distributions). The financial data in the tables for the fiscal year ending May
31, 2023 was audited by Cohen & Company, Ltd., whose report is included in
the annual report to shareholders. The financial data in the tables for the
fiscal years prior to May 31, 2023 was audited by a prior independent registered
public accounting firm, whose report, along with the Predecessor Funds’
financial statements, is included in the Predecessor Funds’ annual report to
shareholders. The annual report and semi-annual report are incorporated by
reference into the Statement of Additional Information, both of which are
available, free of charge, upon request, from the Funds.
Adaptive
Alpha Opportunities ETF |
Financial
Highlights |
For
a share outstanding during the |
May
31, |
fiscal
years ended |
2023 |
|
2022 |
|
2021 |
|
2020 |
|
2019 |
|
Net
Asset Value, Beginning of Period |
$
22.29 |
|
$
25.77 |
|
$
17.78 |
|
$
15.55 |
|
$
17.45 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
(Loss) from Investment Operations: |
|
|
|
|
|
|
|
|
|
|
|
Net
investment income (loss) (d) |
0.08 |
|
(0.01) |
|
(0.17) |
|
0.01 |
|
0.01 |
|
|
Net
realized and unrealized gain (loss) |
|
|
|
|
|
|
|
|
|
|
|
on
investments |
(0.24) |
|
(1.85) |
|
8.36 |
|
2.69 |
|
(0.93) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
from Investment Operations |
(0.16) |
|
(1.86) |
|
8.19 |
|
2.70 |
|
(0.92) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Less
Distributions From: |
|
|
|
|
|
|
|
|
|
|
|
Net
investment income |
(0.04) |
|
(0.05) |
|
(0.02) |
|
- |
|
(0.82) |
|
|
Net
realized gains |
- |
|
(1.57) |
|
(0.18) |
|
(0.47) |
|
(0.16) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Distributions |
(0.04) |
|
(1.62) |
|
(0.20) |
|
(0.47) |
|
(0.98) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Asset Value, End of Period |
$
22.09 |
|
$
22.29 |
|
$
25.77 |
|
$
17.78 |
|
$
15.55 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Return (a) |
(0.71)% |
|
(8.05)% |
|
46.18% |
|
17.50% |
|
(4.37)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Assets, End of Period (in thousands) |
$195,555 |
|
$211,849 |
|
$153,188 |
|
$59,869 |
|
$53,013 |
|
Ratios
of: |
|
|
|
|
|
|
|
|
|
|
Gross
Expenses to Average Net Assets (b) |
1.19% |
|
1.18% |
|
1.45% |
(e) |
1.58% |
(e) |
1.57% |
|
Net
Expenses to Average Net Assets (b) |
1.19% |
|
1.18% |
|
1.26% |
(e) |
1.26% |
(e) |
1.27% |
|
Net
Investment Income (Loss) to |
|
|
|
|
|
|
|
|
|
|
|
Average
Net Assets (b)(c) |
0.36% |
|
(0.02)% |
|
(0.75)% |
|
0.07% |
|
0.08% |
|
Portfolio
turnover rate |
22.32% |
(f) |
25.74% |
(f) |
94.33% |
(f) |
319.85% |
|
268.30% |
|
(a) |
Includes
adjustments in accordance with accounting principles generally accepted in
the United States of America and, consequently, the net asset values for
financial reporting purposes and the returns based upon those net asset
values may differ from the net asset values and returns for shareholder
transactions. |
(b) |
Does
not include expenses of the investment companies in which the Fund
invests. |
(c) |
Recognition
of net investment income (loss) by the Fund is affected by the timing of
the declaration of dividends by the underlying investment companies in
which the Fund invests. |
(d) |
Calculated
using the average shares method. |
(e) |
Includes
interest expense of 0.01% for the fiscal years ended May 31, 2021 and
2020. |
(f) |
Excludes
securities received or delivered in-kind. |
Adaptive
Hedged Multi-Asset Income ETF (previously, RH Hedged Multi-Asset Income
ETF) |
Financial
Highlights |
For
a share outstanding during the |
May
31, |
fiscal
years ended |
2023 |
|
2022 |
|
2021 |
|
2020 |
|
2019 |
|
Net
Asset Value, Beginning of Period |
$
8.50 |
|
$
9.83 |
|
$
9.79 |
|
$
10.29 |
|
$
10.12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
(Loss) from Investment Operations: |
|
|
|
|
|
|
|
|
|
|
|
Net
investment income (loss) (c) |
0.62 |
|
0.73 |
|
0.26 |
|
0.31 |
|
0.43 |
|
|
Net
realized and unrealized gain (loss) |
|
|
|
|
|
|
|
|
|
|
|
on
investments |
(0.72) |
|
(1.38) |
|
0.06 |
|
(0.47) |
|
0.17 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
from Investment Operations |
(0.10) |
|
(0.65) |
|
0.32 |
|
(0.16) |
|
0.60 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Less
Distributions From: |
|
|
|
|
|
|
|
|
|
|
|
Net
investment income |
(0.27) |
|
(0.68) |
|
(0.28) |
|
(0.34) |
|
(0.43) |
|
|
Return
of Capital |
(0.35) |
|
- |
|
- |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Distributions |
(0.62) |
|
(0.68) |
|
(0.28) |
|
(0.34) |
|
(0.43) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Asset Value, End of Period |
$
7.78 |
|
$
8.50 |
|
$
9.83 |
|
$
9.79 |
|
$
10.29 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Return (a) |
(1.06)% |
|
(6.98)% |
(g) |
3.29% |
|
(1.62)% |
|
6.07% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Assets, End of Period (in thousands) |
$
47,980 |
|
$
48,711 |
|
$18,911 |
|
$42,354 |
|
$14,767 |
|
Ratios
of: |
|
|
|
|
|
|
|
|
|
|
Gross
Expenses to Average Net Assets (b) |
1.27% |
|
2.29% |
(f) |
1.86% |
|
1.83% |
|
2.88% |
|
Net
Expenses to Average Net Assets (b) |
0.85% |
|
1.74% |
(f) |
1.25% |
|
1.25% |
|
1.25% |
|
Net
Investment Income to Average Net Assets (b)(d) |
7.88% |
|
7.83% |
(f) |
2.58% |
|
3.04% |
|
4.19% |
|
Portfolio
turnover rate |
155.15% |
(e) |
225.13% |
(e) |
148.62% |
|
9.52% |
|
27.78% |
|
(a) |
Includes
adjustments in accordance with accounting principles generally accepted in
the United States of America and, consequently, the net asset values for
financial reporting purposes and the returns based upon those net asset
values may differ from the net asset values and returns for shareholder
transactions. |
(b) |
Does
not include expenses of the investment companies in which the Fund
invests. |
(c) |
Calculated
using the average shares method. |
(d) |
Recognition
of net investment income by the Fund is affected by the timing of the
declaration of dividends by the underlying investment companies in which
the Fund invests. |
(e) |
Excludes
securities received or delivered in-kind. |
(f) |
Gross
expenses, net expenses, and net investment income include tax expenses.
The impact on the ratios is 0.78%. |
(g) |
The
total return includes tax expenses. The impact on total returns was
(0.44)% |
RH
Tactical Outlook ETF |
Financial
Highlights |
For
a share outstanding during the |
May
31, |
fiscal
years ended |
2023 |
|
2022 |
|
2021 |
|
2020 |
|
2019 |
|
Net
Asset Value, Beginning of Period |
$
13.71 |
|
$
14.44 |
|
$
11.36 |
|
$
11.84 |
|
$
13.79 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
(Loss) from Investment Operations: |
|
|
|
|
|
|
|
|
|
|
|
Net
investment income (loss) (d) |
(0.03) |
|
(0.03) |
|
0.00 |
(e) |
0.08 |
|
0.09 |
|
|
Net
realized and unrealized gain (loss) |
|
|
|
|
|
|
|
|
|
|
|
on
investments |
(0.85) |
|
(0.70) |
|
3.08 |
|
(0.39) |
|
(0.29) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
from Investment Operations |
(0.88) |
|
(0.73) |
|
3.08 |
|
(0.31) |
|
(0.20) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Less
Distributions From: |
|
|
|
|
|
|
|
|
|
|
|
Net
investment income |
- |
|
- |
|
- |
|
(0.17) |
|
(0.04) |
|
|
Net
realized gains |
- |
|
- |
|
- |
|
- |
|
(1.71) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Distributions |
- |
|
- |
|
- |
|
(0.17) |
|
(1.75) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Asset Value, End of Period |
$
12.83 |
|
$
13.71 |
|
$
14.44 |
|
$
11.36 |
|
$
11.84 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Return (a) |
(6.43)% |
|
(5.05)% |
|
27.11% |
|
(2.84)% |
|
(0.55)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Assets, End of Period (in thousands) |
$
20,700 |
|
$
27,605 |
|
$10,816 |
|
$15,339 |
|
$14,781 |
|
Ratios
of: |
|
|
|
|
|
|
|
|
|
|
Gross
Expenses to Average Net Assets (b) |
1.78% |
|
2.01% |
|
2.92% |
|
2.50% |
|
2.65% |
|
Net
Expenses to Average Net Assets (b) |
1.25% |
|
1.26% |
|
1.25% |
|
1.25% |
|
1.25% |
|
Net
Investment Income (Loss) to |
|
|
|
|
|
|
|
|
|
|
|
Average
Net Assets (b)(c) |
(0.23)% |
|
(0.20)% |
|
(0.01)% |
|
0.62% |
|
0.70% |
|
Portfolio
turnover rate |
164.54% |
(f) |
120.07% |
(f) |
143.64% |
|
141.55% |
|
159.92% |
|
(a) |
Includes
adjustments in accordance with accounting principles generally accepted in
the United States of America and, consequently, the net asset values for
financial reporting purposes and the returns based upon those net asset
values may differ from the net asset values and returns for shareholder
transactions. |
(b) |
Does
not include expenses of the investment companies in which the Fund
invests. |
(c) |
Recognition
of net investment income (loss) by the Fund is affected by the timing of
the declaration of dividends by the underlying investment companies in
which the Fund invests. |
(d) |
Calculated
using the average shares method. |
(e) |
Less
than $0.01 per share. |
(f) |
Excludes
securities received or delivered in-kind. |
RH
Tactical Rotation ETF |
Financial
Highlights |
For
a share outstanding during the |
May
31, |
fiscal
years ended |
2023 |
|
2022 |
|
2021 |
|
2020 |
|
2019 |
|
Net
Asset Value, Beginning of Period |
$
12.74 |
|
$
13.36 |
|
$
10.40 |
|
$
11.61 |
|
$
13.76 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
(Loss) from Investment Operations: |
|
|
|
|
|
|
|
|
|
|
|
Net
investment income (loss) (d) |
0.01 |
|
(0.02) |
|
- |
|
0.06 |
|
0.13 |
|
|
Net
realized and unrealized gain (loss) |
|
|
|
|
|
|
|
|
|
|
|
on
investments |
(0.86) |
|
(0.60) |
|
3.09 |
|
(0.94) |
|
(0.75) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
from Investment Operations |
(0.85) |
|
(0.62) |
|
3.09 |
|
(0.88) |
|
(0.62) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Less
Distributions From: |
|
|
|
|
|
|
|
|
|
|
|
Net
investment income |
- |
|
- |
|
(0.13) |
|
(0.33) |
|
(0.10) |
|
|
Net
realized gains |
- |
|
- |
|
- |
|
- |
|
(1.43) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Distributions |
- |
|
- |
|
(0.13) |
|
(0.33) |
|
(1.53) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Asset Value, End of Period |
$
11.89 |
|
$
12.74 |
|
$
13.36 |
|
$
10.40 |
|
$
11.61 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Return (a) |
(6.69)% |
|
(4.64)% |
|
29.80% |
|
(7.98)% |
|
(3.38)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Assets, End of Period (in thousands) |
$
19,225 |
|
$
27,484 |
|
$19,021 |
|
$19,027 |
|
$
71,697 |
|
Ratios
of: |
|
|
|
|
|
|
|
|
|
|
Gross
Expenses to Average Net Assets (b) |
1.82% |
|
1.74% |
|
2.34% |
|
1.80% |
(f) |
1.34% |
|
Net
Expenses to Average Net Assets (b) |
1.24% |
|
1.25% |
|
1.25% |
|
1.25% |
(f) |
1.25% |
|
Net
Investment Income (Loss) to |
|
|
|
|
|
|
|
|
|
|
|
Average
Net Assets (b)(c) |
0.11% |
|
(0.18)% |
|
0.06% |
|
0.49% |
|
1.03% |
|
Portfolio
turnover rate |
78.83% |
(e) |
293.36% |
(e) |
529.41% |
|
624.45% |
|
379.14% |
|
(a) |
Includes
adjustments in accordance with accounting principles generally accepted in
the United States of America and, consequently, the net asset values for
financial reporting purposes and the returns based upon those net asset
values may differ from the net asset values and returns for shareholder
transactions. |
(b) |
Does
not include expenses of the investment companies in which the Fund
invests. |
(c) |
Recognition
of net investment income (loss) by the Fund is affected by the timing of
the declaration of dividends by the underlying investment companies in
which the Fund invests. |
(d) |
Calculated
using the average shares method. |
(e) |
Excludes
securities received or delivered in-kind. |
(f) |
Includes
interest expense of less than 0.005% for the fiscal years ended May 31,
2020. |
ADDITIONAL
INFORMATION
Adaptive
ETFs
More
information about the Funds can be found in the Statement of Additional
Information, which is incorporated by reference into this prospectus. Additional
information about the Funds’ investments is available in the annual and
semi-annual reports to shareholders. The annual reports include
discussions of market conditions and investment strategies that significantly
affected the Funds’ performance during its last fiscal year.
The
Funds’ Statement of Additional Information and the annual and semi-annual
reports are available, free of charge, on the website listed below and upon
request by contacting the Funds (you may also request other information about
the Funds or make shareholder inquiries) as follows:
|
By
telephone: |
1-800-773-3863
|
|
By
mail: |
Adaptive ETFs c/o Nottingham
Shareholder Services 116 South Franklin Street Post Office Box
4365 Rocky Mount, North Carolina 27803-0365
|
|
By
e-mail: |
|
|
On
the Internet: |
https://etfpages.com/AGOX https://etfpages.com/AMAX https://etfpages.com/RHTX https://etfpages.com/RHRX
|
Reports
and other information about the Funds are available on the EDGAR Database on the
SEC’s Internet site at http://www.sec.gov, and copies of this information may be
obtained, upon payment of a duplicating fee, by electronic request at the
following e-mail address:
[email protected].
No
person is authorized to give any information or to make any representations
about the Fund and its Shares not contained in this Prospectus and you should
not rely on any other information. Read and keep this Prospectus for future
reference.
Investment
Company Act File Number 811-22298