ck0001359057-20260925
PROSPECTUS
Twin Oak Short Horizon
Absolute Return ETF (TOAK)
Listed
on NYSE Arca, Inc.
Twin Oak Active
Opportunities ETF (TSPX)
Listed
on Cboe BZX Exchange, Inc.
September 30,
2026
The
Securities and Exchange Commission (“SEC”) has not approved or disapproved of
these securities or determined if this Prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
Twin
Oak Short Horizon Absolute Return ETF
INVESTMENT
OBJECTIVE
The
Twin
Oak Short Horizon Absolute Return ETF
(“Short
Horizon ETF” or the
“Fund”) seeks capital appreciation with low price
volatility.
FEES AND EXPENSES OF THE
FUND
The
following table describes the fees and expenses that you may pay if you buy,
hold, and sell shares of the Fund (“Shares”). You
may pay other fees, such as brokerage commissions and other fees to financial
intermediaries, which are not reflected in the table and Example
below.
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Annual
Fund Operating Expenses (expenses
that you pay each year as a percentage of the value of your
investment) |
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| Management
Fees |
0.45% |
| Distribution
(12b-1) and/or Service Fees |
None |
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Other
Expenses1 |
0.01% |
| Total
Annual Fund Operating Expenses |
0.46% |
|
Less
Fee Waiver2 |
-0.20% |
|
Total
Annual Fund Operating Expenses After Fee Waiver2 |
0.26% |
1
Other Expenses include interest
expense.
2
Twin Oak has contractually agreed to reduce the Fund’s
management fee from 0.45% to 0.25% of the Fund’s average daily net assets. This
agreement will remain in effect through at least September 30,
2027 unless terminated sooner by mutual agreement of the Board
of Trustees of Manager Directed Portfolios (the “Trust”) and Twin Oak ETF
Company (“Twin Oak” or the “Adviser”), the Fund’s investment
adviser.
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 continue
to hold or redeem all of your Shares at the end of those periods. The Example
also assumes that your investment has a 5% return each year and that the Fund’s
operating expenses remain the same. The fee waiver agreement discussed above is
reflected only through September 30, 2027. Although your actual costs
may be higher or lower, based on these assumptions, your costs would
be:
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| 1
Year |
3
Years |
5
Years |
10
Years |
| $27 |
$127 |
$238 |
$560 |
PORTFOLIO
TURNOVER
The
Fund pays transaction costs, such as commissions, when it buys and sells
securities (or “turns over” its portfolio). A higher portfolio turnover rate may
indicate higher transaction costs and may result in higher taxes when Fund
shares are held in a taxable account. These costs, which are not reflected in
the Total Annual Fund Operating Expenses or in the Example, affect the Fund’s
performance. Because amounts relating to derivatives and securities whose
maturities or expiration dates at the time of acquisition were one year or less
are excluded from the portfolio turnover calculation and these are the only
types of instruments held by the Fund, the Fund does not report a portfolio
turnover rate.
PRINCIPAL INVESTMENT
STRATEGIES
The
Fund is an actively managed exchange-traded fund (“ETF”) whose investment
objective is to provide capital appreciation with low price volatility. The
Adviser considers ‘low price volatility’ to mean stable returns. The Fund seeks
to achieve its objective principally by utilizing defined risk options to
generate an absolute return while maintaining a short duration between zero and
one year. Defined risk options are options for which the maximum loss for any
option during each expiry period is no more than the premium invested to enter
the option position. The Fund will not use leverage and does not engage in
selling unhedged (“naked”) options.
The
Fund will invest in long calls, long puts, and debit spread options. The
allocation between various strategies will be based on an assessment by the
portfolio managers of the attractiveness of either strategy given current
economic and market conditions and the existing holdings of the Fund. In any
scenario, long calls will always be paired with long puts and for the vertical
debit spreads, long vertical debit call spreads will be paired with long
vertical debit put spreads. The primary factors informing the Adviser’s
assessment will be price, duration, liquidity, and risk of a position and its
impact on the Fund’s
overall
portfolio. The Adviser believes the Fund’s options trading strategy will
contribute to the Fund’s objective of capital appreciation when the value of the
underlying asset declines (in the case of put options or vertical debit put
spreads) or rises (in the case of call options or vertical debit call spreads).
The Adviser expects the option strategies to contribute to low price volatility
because a call option and a put option position will always be paired together,
for both the long call and long put strategy and the vertical debit spread
strategy, and the price movements in the options often move inverse to each
other, creating lower Fund-level volatility.
To
implement these strategies the Fund will purchase and sell option contracts
including exchange-listed options, over-the-counter options (“OTC Options”) or
FLexible EXchange® Options (“FLEX Options”) or a combination. FLEX Options are
customizable exchange-traded option contracts guaranteed for settlement by the
Options Clearing Corporation (“OCC”). Options held by the Fund will include
options on domestic equity securities of any market capitalization, options on
ETFs that primarily invest in domestic equity securities of any market
capitalization, individual equity securities of any market capitalization, and
options on equity indices of any market capitalization. The Fund may also hold
direct investments in the assets underlying the options as part of the
redemption process with authorized participants. The minimum expiry date of an
option is zero days and the maximum expiry date is one year.
Call
Options.
Purchasing a call option gives the Fund the right to purchase shares of the
reference asset at a specified price (“strike price”) until a specified date
(“expiration date”) (“American-style options”) or at the expiration date
(“European-style options”). The buyer of the call option pays an amount
(“Premium”) for buying the option. In the event the reference asset appreciates
above the strike price, the Fund can exercise the option and receive the
reference asset (for physically settled options) or receive the difference
between the value of the reference asset and the strike price (for cash settled
options). In the event the reference asset closes below the strike price, the
call option may end up worthless. In such a case, the Fund’s loss at the time of
the option’s expiration is limited to the amount of Premium it
paid.
Put
Options.
Purchasing a put option gives the Fund the right to sell shares of a reference
asset at a strike price until the expiration date (“American-style options”) or
at the expiration date (“European-style options”). The buyer of the put option
pays an amount (“Premium”) for buying the option. In the event the reference
asset declines in value below the strike price and the Fund exercises its put
option, the Fund will be entitled to sell the reference asset at the strike
price by delivering the reference asset (for physically settled options) or
receive the difference between the strike price and the value of the reference
asset (for cash settled options). In the event the reference asset closes above
the strike price as of the expiration date, the put option may end up worthless
and the Fund’s loss at the time of the option’s expiration is limited to the
amount of Premium it paid.
For
the long call and long put strategy, the maximum gain on a long call position
is, in theory, infinite and the maximum gain on a long put option is 100% of the
Fund’s portfolio.
Illustration
of the Fund’s Long Call and Long Put Strategy
This
position involves buying a long call and long put. The illustration results in a
net purchase price of $19. If the underlying security expires between $90 to
$110, the strategy will pay the Fund $20, resulting in a net $1 gain or a 5% net
return. If the underlying security expires outside of $90 to $110, the Fund will
realize more than $20.
Vertical
Debit Spread.
A vertical debit spread is an option trading strategy whereby the Fund sells one
option and simultaneously purchases another of the same type (either both puts
or both calls), but with different strike prices while having the same
expiration date. A debit spread leads to an initial expense (net debit) for the
Fund because it buys an option at a higher premium and sells another option at a
lower premium on the same reference asset. Here, the option bought is nearer to
the market price or more in the money (“closer to the money”), while the option
sold is more distant from the market price or more out of the money. The debit
spreads may be comprised of put spreads and/or call spreads. The Fund’s maximum
profit is the difference between the strike prices minus the initial debit. In
contrast, the Fund’s maximum loss at the time of the option’s expiration is
confined to the initial net debit paid.
In
determining whether to employ the vertical debit spread strategy, the Fund’s
portfolio managers will assess the pricing of the vertical debit spread compared
to the pricing of long calls and long puts. When the vertical debit spread’s
price, which is influenced by its duration and strike prices, is more attractive
than those of available call and put options, the Adviser will utilize the
vertical debit spread strategy, after taking into account other risks at the
time.
Illustration
of the Fund’s Vertical Debit Spread Strategy
This
position involves buying a long call spread and long put spread. The
illustration results in a net purchase price of $19. Regardless of the price of
the underlying security at expiry, the strategy will pay the Fund $20, resulting
in a net $1 gain or a 5% net return.
While
the maximum loss on any individual option position is the total premium paid,
the Adviser anticipates the maximum loss potential to be limited if a position
is held through maturity as the Adviser will pair a put strategy with a call
strategy with the same expiry. While one side of the strategy may expire out of
the money, therefore losing its entire premium, the other position moves
inversely and would therefore expire in the money.
In
selecting options for the Fund, the Adviser will consider the return potential
of an option relative to its purchase price, duration, liquidity and risks. The
Adviser analyzes data from widely used options pricing sources, such as, but not
limited to, Bloomberg, CBOE, and ICE, to inform buy and sell decisions. The Fund
intends to only utilize European-style options. Typically, the Fund will hold an
option until its expiration date, at which point the gains will be reinvested in
other investments with the aim of enhancing the Fund’s return.
Although
the Fund invests primarily in options, the Fund may also hold cash and cash
equivalents, such as money market funds, to provide liquidity and to hold
uninvested cash. The Adviser will select investments based on a number of
factors, including, but not limited to, the liquidity of the security, the
duration of the investment, the price of the security relative to other
available investment options, the underlying reference asset, and overall
composition of the Fund’s portfolio. The Fund
may
engage in active and frequent trading. Frequent trading results in increased
transaction costs, which can lower the actual return on your
investment.
The
Adviser has engaged Exchange Traded Concepts, LLC (“ETC” or the “Sub-Adviser”)
as sub-adviser to provide trading services as well as proxy voting and other
non-portfolio management services to the Fund.
PRINCIPAL
RISKS
Before
investing in the Fund, you should carefully consider your own investment goals,
the amount of time you are willing to leave your money invested, and the amount
of risk you are willing to take. Remember, in addition to possibly not
achieving your investment goals, you could lose all or a portion of your
investment in the Fund over long or even short periods of time.
The principal risks of investing in the Fund are:
•Options
Risk:
◦Buying
or Purchasing Options Risk.
Buying options is a speculative activity and entails greater than ordinary
investment risks. Many factors influence the price of an option, including the
price of the reference asset, the time to expiration, the strike price, interest
rates, and the dividend on the reference asset, as a result, the Fund’s
investment returns can be impacted by many variables outside the Adviser’s
direct control; as those various factors fluctuate, the value of a purchased
option can fluctuate by meaningful amounts. Additionally, in the event the
reference price is not above the strike price for a call option or below the
strike price for a put option at expiry, the option will expire worthless and
the Fund will lose its invested premium. Furthermore, the value of the option
may be lost if the Adviser fails to exercise such an option at or prior to its
expiration. Although the potential for loss may be limited to the amount of
premium paid, the value of your investment in the Fund could decline
significantly without warning, including to zero.
◦Selling
or Writing Options Risk.
Writing option contracts can result in losses that exceed the seller’s initial
investment and may lead to additional turnover and higher tax liability. The
Fund will incur a loss as a result of writing (selling) options (also known as a
short option position) if the price of the written option instrument increases
in value between the date the Fund writes the option and the date on which the
Fund purchases an offsetting position or exits the option. The Fund’s losses are
potentially large in a written put transaction and potentially unlimited in a
written call transaction. Because of the Fund’s strategy of only coupling
written and purchased puts and/or call options with the same expiration date and
different strike prices (known as call spreads and put spreads), the Fund
expects that the maximum potential loss for the Fund for any given debit spread
to be limited to the premium paid.
◦Liquidity
Risk.
There are no assurances that a liquid market will exist when the buyer seeks to
close out an option position. A less liquid trading market may adversely impact
the value of the Fund shares, resulting in a discounted price or additional time
required to exit a position and result in the Fund being unable to achieve its
investment objective. For FLEX Options and OTC Options, the liquidity risk may
be more acute given the customized nature relative to more standardized exchange
listed options. OTC Options, FLEX Options or deep in-the-money options may trade
less frequently and in smaller volumes than more widely held securities. The
values of these securities may fluctuate more sharply than those of other
securities, and the Fund may experience some difficulty in establishing or
closing out positions in these securities at prevailing market
prices.
◦Valuation
Risk.
European Options held by the Fund, including FLEX Options, OTC Options, and
exchange-listed options, are only exercisable at the strike price on their
expiration. Prior to expiration, the value of these options will be determined
based upon market quotations or using other recognized pricing methods. The
value of the options prior to the expiration may vary because of related factors
other than the value of the underlying reference asset. These factors include
interest rate changes, changing supply and demand, decreased liquidity, and
changing volatility levels of the reference asset. During periods of reduced
market liquidity or the absence of readily available market quotations for the
holdings of the Fund, the ability of the Fund to value certain option holdings
of the Fund becomes more difficult and the judgement of the Adviser (employing
the fair value procedures adopted by the Adviser as Valuation Designee of the
Board of Trustees of the Trust) may play a greater role in the valuation of the
Fund’s holdings due to reduced availability of reliable objective pricing
data.
•Derivatives
Risk.
Derivatives include instruments and contracts that are based on, and are valued
in relation to, one or more underlying securities, financial benchmarks or
indices, or other reference obligation. Derivatives typically have economic
leverage inherent in their terms. The primary types of derivatives in which the
Fund invests are option contracts. Option contracts can be highly volatile,
illiquid and difficult to value, and changes in the value of such instruments
held by the Fund may not correlate with the underlying instrument or reference
assets, or the
Fund’s
other investments. Although the value of option contracts depends largely upon
price movements in the underlying instrument or reference asset, there are
additional risks associated with option contracts that are possibly greater than
the risks associated with investing directly in the underlying instruments or
reference assets, including illiquidity risk, leverage risk, interest rate risk,
and counterparty credit risk. A small position in option contracts could have a
potentially large impact on the Fund’s performance. Trading restrictions or
limitations may be imposed by an exchange.
•Equity
Market Risk.
Through the Fund’s investments in options, the Fund may be exposed to equity
market risks. Common stocks and other equity securities generally increase or
decrease in value based on the earnings of a company and on general industry and
market conditions. A fund that invests a significant amount of its assets in
common stocks and other equity securities is likely to have greater fluctuations
in share price than a fund that invests a significant portion of its assets in
fixed income securities. Common stocks are susceptible to general stock market
fluctuations and to volatile increases and decreases in value as market
confidence in and perceptions of their issuers
change.
•Large
Capitalization Risk.
Through the Fund’s investments in options, the Fund may be exposed to risks
associated with large capitalization companies. Larger, more established
companies may be unable to respond quickly to new competitive challenges such as
changes in technology and consumer tastes. Larger capitalization companies also
may not be able to attain the high growth rates of successful smaller companies.
If valuations of large capitalization companies appear to be greatly out of
proportion to the valuations of small or medium capitalization companies,
investors may migrate to the stocks of small and medium-sized capitalization
companies.
•Medium
and Small Capitalization Risk.
Through the Fund’s investments in options, the Fund may be exposed to risks
associated with medium and small capitalization companies. Investing in medium
and small capitalization companies may involve special risks because those
companies may have narrower product lines, more limited financial resources,
fewer experienced managers, dependence on a few key employees, and a more
limited trading market for their stocks, as compared with larger companies. In
addition, securities of these companies are subject to the risk that, during
certain periods, the liquidity of particular issuers or industries will shrink
or disappear with little forewarning as a result of adverse economic or market
conditions, or adverse investor perceptions, whether or not accurate. Securities
of medium and smaller capitalization issuers may therefore be subject to greater
price volatility and may decline more significantly in market downturns than
securities of larger capitalization companies. Smaller and medium capitalization
issuers may also require substantial additional capital to support their
operations, to finance expansion or to maintain their competitive position, and
may have substantial borrowings or may otherwise have a weak financial
condition, and may be susceptible to bankruptcy. Transaction costs for these
investments are often higher than those of larger capitalization companies.
There is typically less publicly available information about medium and small
capitalization companies.
•General
Market Risk; Recent Market Events Risk.
The market value of a security may move up or down, sometimes rapidly and
unpredictably. These fluctuations may cause a security to be worth less than the
price originally paid for it, or less than it was worth at an earlier time.
Market risk may affect a single issuer, industry, sector of the economy or the
market as a whole. U.S. and international markets have experienced volatility in
recent months and years due to a number of economic, political and global macro
factors, including elevated inflation levels, trade tensions, tariff
arrangements and wars in Europe and in the Middle East. Uncertainties regarding
interest rate levels, political events, geopolitical conflicts, and the
possibility of a national or global recession have also contributed to market
volatility.
Global
economies and financial markets are increasingly interconnected, which increases
the possibility that conditions in one country or region might adversely impact
issuers in a different country or region. Continuing market volatility as a
result of recent market conditions or other events may have adverse effects on
the Fund’s returns. The Adviser will monitor developments and seek to manage the
Fund in a manner consistent with achieving the Fund’s investment objective, but
there can be no assurance that it will be successful in doing
so.
•Cybersecurity
Risk.
With the Internet and other technologies being essential to conducting business,
the Fund is susceptible to operational, information security, and related risks.
Cyber incidents affecting the Fund or its service providers may cause
disruptions and impact business operations, potentially resulting in financial
losses, interference with the Fund’s ability to calculate its net asset value
(“NAV”), impediments to trading, the inability of shareholders to transact
business, violations of applicable privacy and other laws, regulatory fines,
penalties, reputational damage, reimbursement or other compensation costs, or
additional compliance costs.
•Operational
Risk.
Operational risks include human error, changes in personnel, system changes,
faults in communication, and failures in systems, technology, or processes,
including AI systems. Various operational events or circumstances are outside
the Adviser’s control, including instances at third parties. The Fund and the
Adviser seek to reduce these operational risks through controls and procedures.
However, these measures do not address every possible risk and may be inadequate
to address these risks.
•Counterparty
Risk.
Fund transactions involving a counterparty are subject to the risk that the
counterparty will not fulfill its obligation to the Fund. Counterparty risk may
arise because of the counterparty’s financial condition (i.e., financial
difficulties, bankruptcy, or insolvency), market activities and developments, or
other reasons, whether foreseen or not. A counterparty’s inability to fulfill
its obligation may result in significant financial loss to the Fund. The Fund
may be unable to recover its investment from the counterparty or may obtain a
limited recovery, and/or recovery may be delayed. OCC acts as guarantor and
central counterparty with respect to FLEX Options. As a result, the ability of
the Fund to meet its objective depends on the OCC being able to meet its
obligations. In the unlikely event that the OCC becomes insolvent or is
otherwise unable to meet its settlement obligations, the Fund could suffer
significant losses.
•Other
Investment Companies Risk.
Through the Fund’s investments in options, the Fund may be exposed to risks
associated with investing in other investment companies. You will indirectly
bear fees and expenses charged by underlying investment companies in addition to
the Fund’s direct fees and expenses. As a result, your cost of investing in the
Fund will be higher than the cost of investing directly in the underlying
investment company. The risk of owning another investment company generally
reflects the risks of owning the underlying investments the investment company
holds. The Fund also will incur brokerage costs when it purchases and sells
ETFs. ETFs may trade at a discount or premium to net asset
value.
•Management
Risk. As
an actively managed fund, the performance of the Fund will depend on whether or
not the Adviser is successful in pursuing the Fund’s investment
strategies.
•Newer
Fund Risk. The Fund has a limited operating history. As a result, prospective
investors have a limited track record on which to base their investment
decision.
•Newer
Adviser Risk.
Twin Oak is a recently registered investment adviser. As a result, there is no
long-term track record against which an investor may judge the Adviser and it is
possible the Adviser may not achieve the Fund’s intended investment
objective.
•Large
Shareholder Risk.
Certain shareholders, including other funds or accounts advised by the Adviser,
an Authorized Participant (“AP”), a lead market maker, or another entity may
from time to time own a substantial amount of the Fund’s shares. Any such
investment may be held for a limited period of time. There can be no assurance
that any large shareholder would not redeem or sell its investment. Redemptions
by large shareholders could have a significant negative impact on the Fund. In
addition, transactions by large shareholders may account for a large percentage
of the trading volume on the listing exchange and may, therefore, have a
material upward or downward effect on the market price of the shares.
Additionally, the sale by a large shareholder may cause the size of the Fund to
decline to a level where it is unable to meet applicable listing
requirements.
•Frequent
Trading Risk.
The Fund may engage in active and frequent trading. Frequent trading may result
in greater trading costs and increase the likelihood of a shareholder receiving
distributions of taxable gains in the year.
•Tax
Risk.
While the Fund seeks to be managed in a tax efficient manner, there is no
guarantee that the Fund will be successful in this
endeavor.
•ETF
Risks. The
Fund is an ETF, and, as a result of an ETF’s structure, it is exposed to the
following risks:
◦Authorized
Participants, Market Makers, and Liquidity Providers Concentration
Risk. The Fund has a limited number of financial institutions that may act
as APs. In addition, there may be a limited number of market makers and/or
liquidity providers in the marketplace. To the extent either of the following
events occur, Shares may trade at a material discount to net asset value (“NAV”)
and possibly face delisting: (i) APs exit the business or otherwise become
unable to process creation and/or redemption orders and no other APs step
forward to perform these services, or (ii) market makers and/or liquidity
providers exit the business or significantly reduce their business activities
and no other entities step forward to perform their functions.
◦Cash
Redemption Risk. The
Fund’s investment strategy may require it to redeem Shares for cash or to
otherwise include cash as part of its redemption proceeds. The Fund may be
required to sell or unwind portfolio investments to obtain the cash needed to
distribute redemption proceeds. This may cause the Fund to recognize a capital
gain that it might not have recognized if it had made a redemption in-kind. As a
result, the Fund may
pay
out higher annual capital gain distributions than if the in-kind redemption
process was used. In addition, cash redemptions may incur higher brokerage costs
than in-kind redemptions, and these added costs may be borne by the Fund and
negatively impact Fund performance.
◦Costs
of Buying or Selling Shares. Due
to the costs of buying or selling Shares, including brokerage commissions
imposed by brokers and bid-ask spreads, frequent trading of Shares may
significantly reduce investment results and an investment in Shares may not be
advisable for investors who anticipate regularly making relatively small
investments.
◦Shares
May Trade at Prices Other Than NAV. As
with all ETFs, Shares may be bought and sold in the secondary market at market
prices. Although it is expected that the market price of Shares will approximate
the Fund’s NAV, there may be times when the market price of Shares is more than
the NAV intra-day (premium) or less than the NAV intra-day (discount) due to
supply and demand of Shares or during periods of market volatility. This risk is
heightened in times of market volatility, periods of steep market declines, and
periods when there is limited trading activity for Shares in the secondary
market, in which case such premiums or discounts may be
significant.
◦Trading. Although
Shares are listed for trading on the NYSE Arca, Inc. (the “Exchange”) and may be
traded on U.S. exchanges other than the Exchange, there can be no assurance that
Shares will trade with any volume, or at all, on any stock exchange. In stressed
market conditions, the liquidity of Shares may begin to mirror the liquidity of
the Fund’s underlying portfolio holdings, which can be significantly less liquid
than Shares, and this could lead to differences between the market price of the
Shares and the underlying value of those
Shares.
PERFORMANCE
INFORMATION
The following
performance information provides some indication of the risks of investing in
the Fund. The bar chart below illustrates the Short Horizon
ETF’s total return. The table below illustrates how the
Fund’s average annual total returns for the 1‑year and since inception periods
compare with those of a broad measure of market performance and a more narrowly
based index. Updated performance information is also available
on the Fund’s website at www.twinoaketfs.com/TOAK. The Fund’s past performance is
not necessarily an indication of how the Fund will perform in the
future.
Short
Horizon ETF
Calendar
Year Total Return as of December 31
|
|
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|
| |
| Highest
Quarterly Return: |
9/30/2025 |
1.06 |
% |
|
|
| |
|
Lowest
Quarterly Return: |
6/30/2025 |
1.02 |
% |
The
Fund’s calendar year-to-date return as of
June 30, 2026 was
1.63%.
|
|
|
|
|
|
|
|
| |
| Average Annual
Total Returns as of December 31, 2025 |
|
| 1
Year |
Since
Inception
(August 19,
2024) |
| Return
Before Taxes |
4.23% |
4.27% |
| Return After
Taxes on Distributions |
4.23% |
4.27% |
| Return After
Taxes on Distributions and Sale of Fund Shares |
2.50% |
3.26% |
|
Bloomberg
U.S. Aggregate Bond Index (reflects no deduction for
fees, expenses or taxes) |
7.30% |
3.93% |
| Bloomberg
U.S. Treasury Bills: 1-3 Months Index (reflects no deduction for fees,
expenses or taxes) |
4.29% |
4.49% |
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 your situation and may differ from those
shown. Furthermore, the after‑tax
returns shown are not relevant to those who hold their shares through
tax‑deferred arrangements such as 401(k) plans or individual retirement accounts
(“IRAs”).
INVESTMENT
ADVISER
Twin
Oak ETF Company
SUB-ADVISER
Exchange
Traded Concepts, LLC
PORTFOLIO
MANAGERS
Zachary
Wainwright and Greg Stoner are jointly and primarily responsible for the
day-to-day management of the Fund. Mr. Wainwright is the Chief Executive Officer
of Twin Oak. Mr. Stoner is a Managing Director at Twin Oak. Mr. Wainwright and
Mr. Stoner have served as portfolio managers of the Fund since its inception in
2024.
PURCHASE
AND SALE OF SHARES
Shares
are listed on the Exchange, and individual Shares may only be bought and sold in
the secondary market through brokers at market prices, rather than NAV. Because
Shares trade at market prices rather than NAV, Shares may trade at a price
greater than NAV (premium) or less than NAV (discount).
The
Fund issues and redeems Shares at NAV only in large blocks known as “Creation
Units,” which only APs (typically, broker-dealers) may purchase or redeem. The
Fund generally issues and redeems Creation Units in exchange for a portfolio of
securities and/or a designated amount of U.S. cash.
Investors
may incur costs attributable to the difference between the highest price a buyer
is willing to pay to purchase Shares (bid) and the lowest price a seller is
willing to accept for Shares (ask) when buying or selling Shares in the
secondary market (the “bid-ask spread”). Information about the Fund, including
its NAV, market price, premiums and discounts, and bid-ask spreads is available
on the Fund’s website at www.twinoaketfs.com/TOAK.
TAX
INFORMATION
Fund
distributions are generally taxable as ordinary income, qualified dividend
income, or capital gains (or a combination), unless your investment is in an
individual retirement account or other tax-advantaged account. Distributions on
investments made through tax-deferred arrangements may be taxed later upon
withdrawal of assets from those accounts.
FINANCIAL
INTERMEDIARY COMPENSATION
If
you purchase Shares through a broker-dealer or other financial intermediary
(such as a bank) (an “Intermediary”), the Adviser or its affiliates may pay
Intermediaries for certain activities related to the Fund, including
participation in activities that are designed to make Intermediaries more
knowledgeable about exchange traded products, including the Fund, or for other
activities, such as marketing, educational training or other initiatives related
to the sale or promotion of Shares. These payments may create a conflict of
interest by influencing the Intermediary and your financial advisor to recommend
the Fund over another investment. Any such arrangements do not result in
increased Fund expenses. Ask your financial advisor or visit the Intermediary’s
website for more information.
Twin
Oak Active Opportunities ETF
INVESTMENT
OBJECTIVE
The
Twin
Oak Active Opportunities ETF
(“Active Opportunities ETF” or the “Fund”) seeks long-term capital
appreciation.
FEES AND EXPENSES OF THE
FUND
The
following 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 (expenses
that you pay each year as a percentage of the value of your
investment) |
|
| Management
Fees |
0.99% |
| Distribution
(12b-1) and/or Service Fees |
None |
| Other
Expenses |
0.00% |
|
Acquired
Fund Fees and Expenses1 |
0.05% |
| Total
Annual Fund Operating Expenses |
1.04% |
1
Acquired Fund Fees and Expenses are the indirect costs of
investing in other investment companies.
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 continue
to hold or redeem all of your Shares at the end of those periods. The Example
also assumes that your investment has a 5% return each year and that the Fund’s
operating expenses remain the same. 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 |
| $106 |
$331 |
$574 |
$1,271 |
PORTFOLIO
TURNOVER
The
Fund pays transaction costs, such as commissions, when it buys and sells
securities (or “turns over” its portfolio). A higher portfolio turnover rate may
indicate higher transaction costs and may result in higher taxes when Fund
shares are held in a taxable account. These costs, which are not reflected in
the Total Annual Fund Operating Expenses or in the Example, affect the Fund’s
performance. For the fiscal year ended May 31, 2026, the Fund’s portfolio
turnover rate was 2% of the average value of its
portfolio.
PRINCIPAL INVESTMENT
STRATEGIES
The
Fund is an actively managed exchange-traded fund (“ETF”) whose investment
objective is to seek long-term capital appreciation. The Fund seeks to achieve
its objective by investing in a mix of equity securities (e.g. common and
preferred stock) of small, medium, and large companies and fixed-income
securities such as government or corporate bonds issued by a variety of
entities. These fixed-income securities may have varying maturities (e.g.
short-term, intermediate or long-term) and credit qualities (e.g. investment
grade or below investment grade). The Fund may invest directly in equity or
fixed-income securities or utilize other ETFs that primarily invest in equities
or fixed-income securities (or hold derivative instruments providing similar
exposure) to achieve the desired exposure. The Fund may invest in other ETFs
managed by the Adviser and invest significantly in other ETFs.
The
Fund uses both a “bottom-up” approach to selecting investments, focusing on the
analysis of individual securities as well as a “top-down” approach to manage the
overall portfolio characteristics and risks. The bottom-up research approach for
equity positions is driven by the Adviser’s fundamental research on individual
securities. For fixed income, the Adviser’s research approach focuses primarily
on, but not limited to, the risk return trade off across credit, spreads,
duration, and asset class exposures. Bottom-up exposures are then assessed
relative to top-down characteristics of the Fund’s entire portfolio.
Additionally, based on the Adviser’s assessment of available market
opportunities in equity and fixed income, the Adviser may shift the allocation
between equities and fixed income to maximize long-term capital appreciation.
The Adviser has discretion to determine how the portfolio’s assets are allocated
with the goal of being flexible to a wide variety of market conditions while
pursuing the Fund’s investment objective.
The
Fund’s asset mix is expected to consist of a combination of equity and
fixed-income securities (including ETFs providing similar exposure), however,
the Adviser reserves the right to invest all of the Fund’s assets in any one
asset class depending upon market conditions.
At
the discretion of the Adviser, the Fund may invest its assets in cash and cash
equivalents, or money market instruments for temporary defensive purposes in
response to adverse market, economic or political conditions and to retain
flexibility in paying expenses, which may result in the Fund not achieving its
investment objective.
The
Adviser has engaged Exchange Traded Concepts, LLC (“ETC” or the “Sub-Adviser”)
as sub-adviser to provide trading services as well as proxy voting and other
non-portfolio management services to the Fund.
The
Fund is classified as a “non-diversified” investment company under the
Investment Company Act of 1940 (the “1940 Act”), which means that it may invest
more of its assets in the securities of a single issuer or a smaller number of
issuers than if it were a diversified fund.
PRINCIPAL
RISKS
Before
investing in the Fund, you should carefully consider your own investment goals,
the amount of time you are willing to leave your money invested, and the amount
of risk you are willing to take. Remember, in addition to possibly not
achieving your investment goals, you could lose all or a portion of your
investment in the Fund over long or even short periods of time.
The principal risks of investing in the Fund are:
•Other
Investment Companies Risk.
You will indirectly bear fees and expenses charged by underlying investment
companies in addition to the Fund’s direct fees and expenses. As a result, your
cost of investing in the Fund will be higher than the cost of investing directly
in the underlying investment company. The risk of owning another investment
company generally reflects the risks of owning the underlying investments the
investment company holds. The Fund also will incur brokerage costs when it
purchases and sells ETFs. ETFs may trade at a discount or premium to net asset
value. To the extent the Fund invests in an affiliated ETF, the Adviser may
receive fees for managing the affiliated ETF in addition to the fees paid to the
Adviser by the Fund, which may create a conflict of
interest.
•Equity
Market Risk.
Common stocks and other equity securities generally increase or decrease in
value based on the earnings of a company and on general industry and market
conditions. A fund that invests a significant amount of its assets in common
stocks and other equity securities is likely to have greater fluctuations in
share price than a fund that invests a significant portion of its assets in
fixed income securities. Common stocks are susceptible to general stock market
fluctuations and to volatile increases and decreases in value as market
confidence in and perceptions of their issuers
change.
•Large
Capitalization Risk.
Larger, more established companies may be unable to respond quickly to new
competitive challenges such as changes in technology and consumer tastes. Larger
capitalization companies also may not be able to attain the high growth rates of
successful smaller companies. If valuations of large capitalization companies
appear to be greatly out of proportion to the valuations of small or medium
capitalization companies, investors may migrate to the stocks of small and
medium-sized capitalization companies.
•Medium
and Small Capitalization Risk.
Investing in medium and small capitalization companies may involve special risks
because those companies may have narrower product lines, more limited financial
resources, fewer experienced managers, dependence on a few key employees, and a
more limited trading market for their stocks, as compared with larger companies.
In addition, securities of these companies are subject to the risk that, during
certain periods, the liquidity of particular issuers or industries will shrink
or disappear with little forewarning as a result of adverse economic or market
conditions, or adverse investor perceptions, whether or not accurate. Securities
of medium and smaller capitalization issuers may therefore be subject to greater
price volatility and may decline more significantly in market downturns than
securities of larger capitalization companies. Smaller and medium capitalization
issuers may also require substantial additional capital to support their
operations, to finance expansion or to maintain their competitive position, and
may have substantial borrowings or may otherwise have a weak financial
condition, and may be susceptible to bankruptcy. Transaction costs for these
investments are often higher than those of larger capitalization companies.
There is typically less publicly available information about medium and small
capitalization companies.
•General
Market Risk; Recent Market Events Risk.
The market value of a security may move up or down, sometimes rapidly and
unpredictably. These fluctuations may cause a security to be worth less than the
price
originally
paid for it, or less than it was worth at an earlier time. Market risk may
affect a single issuer, industry, sector of the economy or the market as a
whole. U.S. and international markets have experienced volatility in recent
months and years due to a number of economic, political and global macro
factors, including elevated inflation levels, trade tensions, tariff
arrangements and wars in Europe and in the Middle East. Uncertainties regarding
interest rate levels, political events, geopolitical conflicts, and the
possibility of a national or global recession have also contributed to market
volatility.
Global
economies and financial markets are increasingly interconnected, which increases
the possibility that conditions in one country or region might adversely impact
issuers in a different country or region. Continuing market volatility as a
result of recent market conditions or other events may have adverse effects on
the Fund’s returns. The Adviser will monitor developments and seek to manage the
Fund in a manner consistent with achieving the Fund’s investment objective, but
there can be no assurance that it will be successful in doing
so.
•Cybersecurity
Risk.
With the Internet and other technologies being essential to conducting business,
the Fund is susceptible to operational, information security, and related risks.
Cyber incidents affecting the Fund or its service providers may cause
disruptions and impact business operations, potentially resulting in financial
losses, interference with the Fund’s ability to calculate its net asset value
(“NAV”), impediments to trading, the inability of shareholders to transact
business, violations of applicable privacy and other laws, regulatory fines,
penalties, reputational damage, reimbursement or other compensation costs, or
additional compliance costs.
•Fixed
Income Securities Risk. Below
are several specific risks associated with investments in fixed income
securities.
◦Call
Risk.
During periods of falling interest rates, an issuer of a callable bond held by
the Fund may “call” or repay the security prior to its stated maturity, and the
Fund may have to reinvest the proceeds at lower interest rates, resulting in a
decline in the Fund’s income.
◦Credit
Risk.
Changes in an issuer’s credit rating or the market’s perception of an issuer’s
creditworthiness may also affect the value of the Fund’s investment in that
issuer. Securities rated in the four highest categories by the rating agencies
are considered investment grade but they may also have some speculative
characteristics. Investment grade ratings do not guarantee that bonds will not
lose value or default. In addition, the credit quality of securities may be
lowered if an issuer’s financial condition changes.
◦Duration
Risk.
Prices of fixed income securities with longer durations are more sensitive to
interest rate changes than those with shorter
durations.
◦Event
Risk.
Corporate issuers may undergo restructurings, such as mergers, leveraged
buyouts, takeovers, or similar events financed by increased debt. As a result of
the added debt, the credit quality and market value of a company’s bonds and/or
other debt securities may decline significantly.
◦Extension
Risk.
When interest rates rise, certain obligations will be paid off by the obligor
more slowly than anticipated, causing the value of these securities to
fall.
◦Interest
Rate Risk.
Generally, the value of fixed income securities will change inversely with
changes in interest rates. As interest rates rise, the market value of fixed
income securities tends to decrease. Conversely, as interest rates fall, the
market value of fixed income securities tends to increase. This risk will be
greater for long-term securities than for short-term securities. Changes in
government policy may have adverse effects on investments, volatility, and
illiquidity in debt markets.
◦Maturity
Risk.
The value of fixed income investments is also dependent on their maturity.
Generally, the longer the maturity of a fixed income security, the greater its
sensitivity to changes in interest rates.
◦Prepayment
Risk.
When interest rates fall, certain obligations will be paid off by the obligor
more quickly than originally anticipated and the proceeds may have to be
invested in securities with lower yields.
◦High-Yield
Fixed Income Securities Risk. The
fixed income securities held by the Fund that are rated below investment grade
(also referred to as “junk” bonds) are subject to additional risk factors such
as increased possibility of default, illiquidity of the security, and changes in
value based on public perception of the
issuer.
•Management
Risk. The
performance of the Fund will depend on whether or not the Adviser is successful
in pursuing the Fund’s investment strategies.
•Newer
Fund Risk.
The Fund has a limited operating history. As a result, prospective investors
have a limited track record on which to base their investment
decision.
•Newer
Adviser Risk.
Twin Oak is a recently registered investment adviser. As a result, there is no
long-term track record against which an investor may judge the Adviser and it is
possible the Adviser may not achieve the Fund’s intended investment
objective.
•Large
Shareholder Risk.
Certain shareholders, including other funds or accounts advised by the Adviser,
an AP, a lead market maker, or another entity may from time to time own a
substantial amount of the Fund’s shares. Any such investment may be held for a
limited period of time. There can be no assurance that any large shareholder
would not redeem or sell its investment. Redemptions by large shareholders could
have a significant negative impact on the Fund. In addition, transactions by
large shareholders may account for a large percentage of the trading volume on
the listing exchange and may, therefore, have a material upward or downward
effect on the market price of the shares. Additionally, the sale by a large
shareholder may cause the size of the Fund to decline to a level where it is
unable to meet applicable listing requirements.
•Tax
Risk. While
the Fund seeks to be managed in a tax efficient manner, there is no guarantee
that the Fund will be successful in this endeavor.
•Operational
Risk.
Operational risks include human error, changes in personnel, system changes,
faults in communication, and failures in systems, technology, or processes,
including AI systems. Various operational events or circumstances are outside
the Adviser’s control, including instances at third parties. The Fund and the
Adviser seek to reduce these operational risks through controls and procedures.
However, these measures do not address every possible risk and may be inadequate
to address these risks.
•ETF
Risks. The
Fund is an ETF, and, as a result of an ETF’s structure, it is exposed to the
following risks:
◦Authorized
Participants, Market Makers, and Liquidity Providers Concentration
Risk. The Fund has a limited number of financial institutions that may act
as APs. In addition, there may be a limited number of market makers and/or
liquidity providers in the marketplace. To the extent either of the following
events occur, Shares may trade at a material discount to net asset value (“NAV”)
and possibly face delisting: (i) APs exit the business or otherwise become
unable to process creation and/or redemption orders and no other APs step
forward to perform these services, or (ii) market makers and/or liquidity
providers exit the business or significantly reduce their business activities
and no other entities step forward to perform their functions.
◦Cash
Redemption Risk. The
Fund’s investment strategy may require it to redeem Shares for cash or to
otherwise include cash as part of its redemption proceeds. The Fund may be
required to sell or unwind portfolio investments to obtain the cash needed to
distribute redemption proceeds. This may cause the Fund to recognize a capital
gain that it might not have recognized if it had made a redemption in-kind. As a
result, the Fund may pay out higher annual capital gain distributions than if
the in-kind redemption process was used. In addition, cash redemptions may incur
higher brokerage costs than in-kind redemptions, and these added costs may be
borne by the Fund and negatively impact Fund
performance.
◦Costs
of Buying or Selling Shares. Due to the costs of buying or selling Shares, including brokerage
commissions imposed by brokers and bid-ask spreads, frequent trading of Shares
may significantly reduce investment results and an investment in Shares may not
be advisable for investors who anticipate regularly making small
investments.
◦Shares
May Trade at Prices Other Than NAV. As
with all ETFs, Shares may be bought and sold in the secondary market at market
prices. Although it is expected that the market price of Shares will approximate
the Fund’s NAV, there may be times when the market price of Shares is more than
the NAV intra-day (premium) or less than the NAV intra-day (discount) due to
supply and demand of Shares or during periods of market volatility. This risk is
heightened in times of market volatility, periods of steep market declines, and
periods when there is limited trading activity for Shares in the secondary
market, in which case such premiums or discounts may be
significant.
◦Trading. Although
Shares are listed for trading on the Cboe BZX Exchange, Inc. (the “Exchange”)
and may be traded on U.S. exchanges other than the Exchange, there can be no
assurance that Shares will trade with any volume, or at all, on any stock
exchange. In stressed market conditions, the liquidity of Shares may begin to
mirror the liquidity of the Fund’s underlying portfolio holdings, which can be
significantly less liquid than Shares, and this could lead to differences
between the market price of the Shares and the underlying value of those
Shares.
•Non-Diversification
Risk.
Because the Fund is “non-diversified,” it may invest a greater percentage of its
assets in the securities of a single issuer. As a result, a decline in the value
of an investment in a single issuer could cause the Fund’s overall value to
decline to a greater degree than if the Fund held a more diversified
portfolio.
PERFORMANCE
INFORMATION
The Fund does not
have a performance history for a full calendar year as of the date of this
prospectus. In the future, performance information for the Fund
will be presented in this section. Updated performance information is also
available on the Fund’s website at www.twinoaketfs.com/TSPX. The Fund’s past performance is
not necessarily an indication of how the Fund will perform in the
future.
INVESTMENT
ADVISER
Twin
Oak ETF Company
SUB-ADVISER
Exchange
Traded Concepts, LLC
PORTFOLIO
MANAGERS
Zachary
Wainwright and Greg Stoner are jointly and primarily responsible for the
day-to-day management of the Fund. Mr. Wainwright is the Chief Executive Officer
of Twin Oak. Mr. Stoner is a Managing Director at Twin Oak. Mr. Wainwright and
Mr. Stoner have served as portfolio managers of the Fund since its inception in
2025.
PURCHASE
AND SALE OF SHARES
Shares
are listed on the Exchange, and individual Shares may only be bought and sold in
the secondary market through brokers at market prices, rather than NAV. Because
Shares trade at market prices rather than NAV, Shares may trade at a price
greater than NAV (premium) or less than NAV (discount).
The
Fund issues and redeems Shares at NAV only in large blocks known as “Creation
Units,” which only APs (typically, broker-dealers) may purchase or redeem. The
Fund generally issues and redeems Creation Units in exchange for a portfolio of
securities and/or a designated amount of U.S. cash.
Investors
may incur costs attributable to the difference between the highest price a buyer
is willing to pay to purchase Shares (bid) and the lowest price a seller is
willing to accept for Shares (ask) when buying or selling Shares in the
secondary market (the “bid-ask spread”). Information about the Fund, including
its NAV, market price, premiums and discounts, and bid-ask spreads is available
on the Fund’s website at www.twinoaketfs.com/TSPX.
TAX
INFORMATION
Fund
distributions are generally taxable as ordinary income, qualified dividend
income, or capital gains (or a combination), unless your investment is in an
individual retirement account or other tax-advantaged account. Distributions on
investments made through tax-deferred arrangements may be taxed later upon
withdrawal of assets from those accounts.
FINANCIAL
INTERMEDIARY COMPENSATION
If
you purchase Shares through a broker-dealer or other financial intermediary
(such as a bank) (an “Intermediary”), the Adviser or its affiliates may pay
Intermediaries for certain activities related to the Fund, including
participation in activities that are designed to make Intermediaries more
knowledgeable about exchange traded products, including the Fund, or for other
activities, such as marketing, educational training or other initiatives related
to the sale or promotion of Shares. These payments may create a conflict of
interest by influencing the Intermediary and your financial advisor to recommend
the Fund over another investment. Any such arrangements do not result in
increased Fund expenses. Ask your financial advisor or visit the Intermediary’s
website for more information.
ADDITIONAL
INFORMATION ABOUT THE FUNDS
RECENT
EVENTS
On
August 18, 2026, the Board of Trustees of the Trust approved an Agreement and
Plan of Reorganization providing for the proposed reorganization of each of the
Short Horizon ETF and the Active Opportunities ETF with and into the Twin Oak
Short Horizon Absolute Return ETF and the Twin Oak Active Opportunities ETF,
each a newly-created series of The RBB Fund Trust (each, a
“Reorganization”).
Each
Reorganization is subject to approval by shareholders of the applicable Fund,
and shareholders of each Fund will vote separately on the applicable
Reorganization. A Joint Special Meeting of Shareholders of the Funds is expected
to be held in the fourth quarter of 2026, and each Reorganization, if approved,
is expected to occur later in 2026.
ADDITIONAL
INVESTMENT STRATEGIES, POLICIES AND RISKS
Each
Fund’s investment objective has been adopted as a non-fundamental investment
policy and may be changed without shareholder approval upon approval of the
Trust’s Board of Trustees (the “Board”) and written notice to
shareholders.
For
the Short
Horizon ETF,
the Fund will typically hold an option until the portfolio management team
decides to rebalance at its discretion based on prevailing market conditions and
valuations or until expiry, at which point the proceeds are reinvested or rolled
into longer duration investments. For the Active Opportunities ETF, the Fund
will generally look to sell positions based on the risk/return framework
utilized by the portfolio management team, both on an idiosyncratic basis,
position by position, and on a relative basis to other opportunities available
for the Fund’s portfolio. Additionally, the Active Opportunities ETF will sell
positions to facilitate a rebalancing between the Fund’s equity and fixed income
allocations.
The
Short
Horizon ETF may be appropriate for some investors who seek to utilize options
strategies as an alternative allocation to cash or fixed income
investments.
Temporary
Defensive Positions.
To respond to adverse market, economic, political, or other conditions, each
Fund may assume a temporary defensive position and invest without limit in
commercial paper and other money market instruments that are rated investment
grade by a nationally recognized statistical rating organization, or determined
by the Adviser to be of comparable quality. The result of this action may be
that each Fund will be unable to achieve its investment objective.
The
Funds also may use other strategies and engage in other investment practices,
which are more fully described in the Statement of Additional Information
(“SAI”).
The
following is a list of certain principal risks that may apply to your investment
in the Funds. Further information about investment risks is available in the
Funds’ SAI. Each risk applies to one or both Funds as indicated in the following
table:
|
|
|
|
|
|
|
|
| |
|
|
Twin
Oak Short Horizon Absolute Return ETF |
Twin
Oak Active Opportunities ETF |
| Counterparty
Risk |
X |
|
| Cybersecurity
Risk |
X |
X |
| Derivatives
Risk |
X |
|
| ETF
Risk |
X |
X |
| Equity
Market Risk |
X |
X |
| Fixed
Income Securities Risk |
| X |
| Frequent
trading Risk |
X |
|
| General
Market Risk; Recent Market Events Risk |
X |
X |
| Large
Capitalization Risk |
X |
X |
| Large
Shareholder Risk |
X |
X |
| Management
Risk |
X |
X |
| Medium
and Small Capitalization Risk |
X |
X |
| Newer
Adviser Risk |
X |
X |
| Newer
Fund Risk |
X |
X |
| Non-Diversification
Risk |
| X |
| Operational
Risk |
X |
X |
| Options
Risk |
X |
|
|
|
|
|
|
|
|
|
| |
|
|
Twin
Oak Short Horizon Absolute Return ETF |
Twin
Oak Active Opportunities ETF |
| Other
Investment Companies Risk |
X |
X |
| Tax
Risk |
X |
X |
•Counterparty
Risk (Short
Horizon ETF only).
Fund transactions involving a counterparty are subject to the risk that the
counterparty will not fulfill its obligation to the Short
Horizon ETF.
Counterparty risk may arise because of the counterparty’s financial condition
(i.e., financial difficulties, bankruptcy, or insolvency), market activities and
developments, or other reasons, whether foreseen or not. A counterparty’s
inability to fulfill its obligation may result in significant financial loss to
the Fund. The Fund may be unable to recover its investment from the counterparty
or may obtain a limited recovery, and/or recovery may be delayed. The Options
Clearing Corporation (“OCC”) acts as guarantor and central counterparty with
respect to FLEX Options. As a result, the ability of the Fund to meet its
objective depends on the OCC being able to meet its obligations. In the unlikely
event that the OCC becomes insolvent or is otherwise unable to meet its
settlement obligations, the Fund could suffer significant losses.
•Cybersecurity
Risk.
With the Internet and other technologies being essential to conducting business,
a Fund is susceptible to operational, information security, and related risks.
In general, cyber incidents can result from deliberate attacks or unintentional
events. Cyber attacks include, but are not limited to, gaining unauthorized
access to digital systems (e.g., through “hacking” or malicious software coding)
for purposes of misappropriating assets or sensitive information, corrupting
data, or causing operational disruption. Cyber attacks may also be carried out
in a manner that does not require gaining unauthorized access, such as causing
denial-of-service attacks on websites (i.e., efforts to make network services
unavailable to intended users). Cyber incidents affecting a Fund or its service
providers may cause disruptions and impact business operations, potentially
resulting in financial losses, interference with a Fund’s ability to calculate
its NAV, impediments to trading, the inability of shareholders to transact
business, violations of applicable privacy and other laws, regulatory fines,
penalties, reputational damage, reimbursement or other compensation costs, or
additional compliance costs. Similar adverse consequences could result from
cyber incidents affecting issuers of securities in which a Fund invests,
counterparties with which a Fund engages in transactions, governmental and other
regulatory authorities, exchange and other financial market operators, banks,
brokers, dealers, insurance companies and other financial institutions
(including financial intermediaries and service providers for shareholders) and
other parties. In addition, substantial costs may be incurred in order to
prevent any cyber incidents in the future. While the Funds’ service providers
have established business continuity plans in the event of, and risk management
systems to prevent, such cyber incidents, there are inherent limitations in such
plans and systems including the possibility that certain risks have not been
identified. Furthermore, a Fund cannot control the cyber security plans and
systems put in place by its service providers or any other third parties whose
operations may affect a Fund or its shareholders. As a result, such Fund and its
shareholders could be negatively impacted.
•Derivatives
Risk (Short
Horizon ETF
only).
Derivatives include instruments and contracts that are based on, and are valued
in relation to, one or more underlying securities, financial benchmarks or
indices, or other reference obligation. Derivatives typically have economic
leverage inherent in their terms. The primary types of derivatives in which the
Short
Horizon ETF
invests are option contracts. Option contracts can be highly volatile, illiquid
and difficult to value, and changes in the value of such instruments held
directly or indirectly by the Fund may not correlate with the underlying
instrument or reference assets, or the Fund’s other investments. Although the
value of option contracts depends largely upon price movements in the underlying
instrument or reference asset, there are additional risks associated with option
contracts that are possibly greater than the risks associated with investing
directly in the underlying instruments or reference assets, including
illiquidity risk, leverage risk, interest rate risk, and counterparty credit
risk. A small position in option contracts could have a potentially large impact
on the Fund’s performance. Trading restrictions or limitations may be imposed by
an exchange.
•ETF
Risks. Each
Fund is an ETF, and, as a result of an ETF’s structure, it is exposed to the
following risks:
◦Authorized
Participants, Market Makers, and Liquidity Providers Concentration
Risk. Only
Authorized Participants (“APs”) may engage in creation or redemption
transactions directly with a Fund. Each Fund has a limited number of financial
institutions that may act as APs. In addition, there may be a limited number of
market makers and/or liquidity providers in the marketplace. To the extent
either of the following events occur, Shares may trade at a material discount to
net asset value (“NAV”) and possibly face delisting: (i) APs exit the
business or otherwise become unable to process creation and/or redemption orders
and no other APs step
forward
to perform these services, or (ii) market makers and/or liquidity providers
exit the business or significantly reduce their business activities and no other
entities step forward to perform their functions.
•Cash
Redemption Risk. Each
Fund’s investment strategy may require it to redeem Shares for cash or to
otherwise include cash as part of its redemption proceeds. A Fund may be
required to sell or unwind portfolio investments to obtain the cash needed to
distribute redemption proceeds. This may cause a Fund to recognize a capital
gain that it might not have recognized if it had made a redemption in-kind. As a
result, a Fund may pay out higher annual capital gain distributions than if the
in-kind redemption process was used. In addition, cash redemptions may incur
higher brokerage costs than in-kind redemptions, and these added costs may be
borne by a Fund and negatively impact Fund performance.
◦Costs
of Buying or Selling Shares.
Investors buying or selling Shares in the secondary market will pay brokerage
commissions or other charges imposed by brokers, as determined by that broker.
Brokerage commissions are often a fixed amount and may be a significant
proportional cost for investors seeking to buy or sell relatively small amounts
of Shares. In addition, secondary market investors will also incur the cost of
the difference between the price at which an investor is willing to buy Shares
(the “bid” price) and the price at which an investor is willing to sell Shares
(the “ask” price). This difference in bid and ask prices is often referred to as
the “spread” or “bid-ask spread.” The bid-ask spread varies over time for Shares
based on trading volume and market liquidity, and the spread is generally lower
if Shares have more trading volume and market liquidity and higher if Shares
have little trading volume and market liquidity. Further, a relatively small
investor base in a Fund, asset swings in a Fund, and/or increased market
volatility may cause increased bid-ask spreads. Due to the costs of buying or
selling Shares, including bid-ask spreads, frequent trading of Shares may
significantly reduce investment results and an investment in Shares may not be
advisable for investors who anticipate regularly making small investments.
◦Shares
May Trade at Prices Other Than NAV. As
with all ETFs, Shares may be bought and sold in the secondary market at market
prices. Although it is expected that the market price of Shares will approximate
a Fund’s NAV, there may be times when the market price of Shares is more than
the NAV intra-day (premium) or less than the NAV intra-day (discount) due to
supply and demand of Shares or during periods of market volatility. This risk is
heightened in times of market volatility or periods of steep market declines.
The market price of Shares during the trading day, like the price of any
exchange-traded security, includes a “bid-ask” spread charged by the exchange
specialist, market makers or other participants that trade Shares. In times of
severe market disruption, the bid-ask spread can increase significantly. At
those times, Shares are most likely to be traded at a discount to NAV, and the
discount is likely to be greatest when the price of Shares is falling fastest,
which may be the time that you most want to sell your Shares. The Adviser
believes that, under normal market conditions, large market price discounts or
premiums to NAV will not be sustained because of arbitrage opportunities.
◦Trading. Although
Shares are listed for trading on an Exchange and may be listed or traded on U.S.
and non-U.S. stock exchanges other than the Exchange, there can be no assurance
that an active trading market for such Shares will develop or be maintained.
Trading in Shares may be halted due to market conditions or for reasons that, in
the view of an Exchange, make trading in Shares inadvisable. In addition,
trading in Shares on the Exchange is subject to trading halts caused by
extraordinary market volatility pursuant to Exchange “circuit breaker” rules,
which temporarily halt trading on an Exchange when a decline in the S&P 500®
Index during a single day reaches certain thresholds (e.g., 7%, 13%, and 20%).
Additional rules applicable to an Exchange may halt trading in Shares when
extraordinary volatility causes sudden, significant swings in the market price
of Shares. There can be no assurance that Shares will trade with any volume, or
at all, on any stock exchange. In stressed market conditions, the liquidity of
Shares may begin to mirror the liquidity of a Fund’s underlying portfolio
holdings, which can be significantly less liquid than Shares, and this could
lead to differences between the market price of the Shares and the underlying
value of those Shares.
•Equity
Market Risk.
Equity securities are susceptible to general stock market fluctuations and to
volatile increases and decreases in value as market confidence in and
perceptions of their issuers change. These investor perceptions are based on
various and unpredictable factors including: expectations regarding government,
economic, monetary and fiscal policies; inflation and interest rates; economic
expansion or contraction; and global or regional political, economic and banking
crises. If you hold common stock, or common stock equivalents, of any given
issuer, you will generally be exposed to greater risk than if you held preferred
stocks and debt obligations of the issuer because common stockholders, or
holders of equivalent interests, generally have inferior rights to receive
payments from issuers in comparison with the rights of preferred stockholders,
bondholders and other creditors of such issuers.
•Fixed
Income Securities Risk (Active
Opportunities ETF
only).
The value of investments in fixed income securities fluctuates with changes in
interest rates. Typically, a rise in interest rates causes a decline in the
value of fixed income securities owned indirectly by the Active Opportunities
ETF. On the other hand, if rates fall, the value of the fixed income securities
generally increases. Interest rates, and the value of the Fund’s fixed income
securities, may be impacted by current governmental fiscal and monetary policy
initiatives. Below are several specific risks associated with investments in
fixed income securities.
◦Call
Risk.
During periods of falling interest rates, an issuer of a callable bond held by
the Fund may “call” or repay the security prior to its stated maturity, and the
Fund may have to reinvest the proceeds at lower interest rates, resulting in a
decline in t Fund’s income.
◦Credit
Risk.
Changes in an issuer’s credit rating or the market’s perception of an issuer’s
creditworthiness may also affect the value of the Fund’s investment in that
issuer. Securities rated in the four highest categories by the rating agencies
are considered investment grade but they may also have some speculative
characteristics. Investment grade ratings do not guarantee that bonds will not
lose value or default. In addition, the credit quality of securities may be
lowered if an issuer’s financial condition changes.
◦Duration
Risk.
Prices of fixed income securities with longer durations are more sensitive to
interest rate changes than those with shorter durations.
◦Event
Risk.
Event risk is the risk that corporate issuers may undergo restructurings, such
as mergers, leveraged buyouts, takeovers, or similar events financed by
increased debt. As a result of the added debt, the credit quality and market
value of a company’s bonds and/or other debt securities may decline
significantly.
◦Extension
Risk.
When interest rates rise, certain obligations will be paid off by the obligor
more slowly than anticipated, causing the value of these securities to
fall.
◦Interest
Rate Risk.
Generally, the value of fixed income securities will change inversely with
changes in interest rates. As interest rates rise, the market value of fixed
income securities tends to decrease. Conversely, as interest rates fall, the
market value of fixed income securities tends to increase. This risk will be
greater for long-term securities than for short-term securities. Changes in
government policy may have adverse effects on investments, volatility, and
illiquidity in debt markets.
◦Maturity
Risk.
The value of fixed income investments is also dependent on their maturity.
Generally, the longer the maturity of a fixed income security, the greater its
sensitivity to changes in interest rates.
◦Prepayment
Risk.
When interest rates fall, certain obligations will be paid off by the obligor
more quickly than originally anticipated and the proceeds may have to be
invested in securities with lower yields.
◦High-Yield
Fixed Income Securities Risk. The
fixed income securities held by the Fund that are rated below investment grade
(also referred to as “junk” bonds) are subject to additional risk factors such
as increased possibility of default, illiquidity of the security, and changes in
value based on public perception of the issuer.
•Frequent
Trading Risk (Short
Horizon ETF
only).
The Short
Horizon ETF
may engage in active and frequent trading. Frequent trading may result in
greater trading costs and increase the likelihood of a shareholder receiving
distributions of taxable gains in the year.
•General
Market Risk; Recent Market Events Risk.
The market value of a security may move up or down, sometimes rapidly and
unpredictably. These fluctuations may cause a security to be worth less than the
price originally paid for it, or less than it was worth at an earlier time.
Market risk may affect a single issuer, industry, sector of the economy or the
market as a whole. U.S. and international markets have experienced volatility in
recent months and years due to a number of economic, political and global macro
factors, including elevated inflation levels, trade tensions, tariff
arrangements and wars in Europe and in the Middle East. Uncertainties regarding
interest rate levels, political events, geopolitical conflicts, and the
possibility of a national or global recession have also contributed to market
volatility.
Global
economies and financial markets are increasingly interconnected, which increases
the possibility that conditions in one country or region might adversely impact
issuers in a different country or region. In particular, a rise in protectionist
trade policies, slowing global economic growth, risks associated with epidemic
and pandemic diseases, risks surrounding the uncertainty of the economies of
particular countries, the risk of trade disputes, and the possibility of changes
to some international trade agreements, could affect the economies of many
nations,
including
the United States, in ways that cannot necessarily be foreseen at the present
time. Continuing market volatility as a result of recent market conditions or
other events may have adverse effects on a Fund’s returns. The Adviser will
monitor developments and seek to manage each Fund in a manner consistent with
achieving that Fund’s investment objective, but there can be no assurance that
it will be successful in doing so.
•Large
Capitalization Risk.
Larger, more established companies may be unable to respond quickly to new
competitive challenges such as changes in technology and consumer tastes. Larger
capitalization companies also may not be able to attain the high growth rates of
successful smaller companies. If valuations of large capitalization companies
appear to be greatly out of proportion to the valuations of small or medium
capitalization companies, investors may migrate to the stocks of small and
medium-sized capitalization companies.
•Large
Shareholder Risk.
Certain shareholders, including other funds or accounts advised by the Adviser,
an AP, a lead market maker, or another entity may from time to time own a
substantial amount of a Fund’s shares. Any such investment may be held for a
limited period of time. There can be no assurance that any large shareholder
would not redeem or sell its investment. Redemptions by large shareholders could
have a significant negative impact on a Fund. In addition, transactions by large
shareholders may account for a large percentage of the trading volume on the
listing exchange and may, therefore, have a material upward or downward effect
on the market price of the shares. Additionally, the sale by a large shareholder
may cause the size of a Fund to decline to a level where it is unable to meet
applicable listing requirements.
•Management
Risk.
Each Fund relies on the Adviser’s and Sub-Adviser’s ability to pursue that
Fund’s investment objective. The ability of each Fund to meet its investment
objective is directly related to the Adviser’s investment strategies for the
Fund. The value of your investment in a Fund may vary with the effectiveness of
the Adviser’s or Sub-Adviser’s research, analysis and asset allocation among
portfolio securities. If the Adviser’s investment strategies do not produce the
expected results, your investment could be diminished or even lost.
•Medium
and Small Capitalization Risk.
Investing in medium and small capitalization companies may involve special risks
because those companies may have narrower product lines, more limited financial
resources, fewer experienced managers, dependence on a few key employees, and a
more limited trading market for their stocks, as compared with larger companies.
In addition, securities of these companies are subject to the risk that, during
certain periods, the liquidity of particular issuers or industries will shrink
or disappear with little forewarning as a result of adverse economic or market
conditions, or adverse investor perceptions, whether or not accurate. Securities
of medium and smaller capitalization issuers may therefore be subject to greater
price volatility and may decline more significantly in market downturns than
securities of larger capitalization companies. Smaller and medium capitalization
issuers may also require substantial additional capital to support their
operations, to finance expansion or to maintain their competitive position, and
may have substantial borrowings or may otherwise have a weak financial
condition, and may be susceptible to bankruptcy. Transaction costs for these
investments are often higher than those of larger capitalization companies.
There is typically less publicly available information about medium and small
capitalization companies.
•Newer
Adviser Risk.
Twin Oak is a recently registered investment adviser. As a result, there is no
long-term track record against which an investor may judge the Adviser and it is
possible the Adviser may not achieve the Funds’ intended investment
objectives.
•Newer
Fund Risk.
Each Fund has a limited operating history. As a result, prospective investors
have a limited track record on which to base their investment decision.
Additionally, the Funds’ investment adviser has not previously managed a
registered fund, which may increase the risk of investing in the Funds. There
can be no assurance that a Fund will grow to or maintain an economically viable
size, in which case the Board may determine to liquidate a Fund. Liquidation of
a Fund can be initiated without shareholder approval by the Board if it
determines that liquidation is in the best interest of shareholders. As a
result, the timing of a Fund’s liquidation may not be favorable.
•Non-Diversification
Risk (Active
Opportunities ETF
only).
Because the Fund is “non-diversified,” it may invest a greater percentage of its
assets in the securities of a single issuer. As a result, a decline in the value
of an investment in a single issuer could cause the Fund’s overall value to
decline to a greater degree than if the Fund held a more diversified
portfolio.
•Operational
Risk. Operational
risks include human error, changes in personnel, system changes, faults in
communication, and failures in systems, technology, or processes, including AI
systems. Various operational events
or
circumstances are outside the Adviser’s or Sub-Adviser’s control, including
instances at third parties. A Fund, the Adviser, and the Sub-Adviser seek to
reduce these operational risks through controls and procedures. However, these
measures do not address every possible risk and may be inadequate to address
these risks.
•Options
Risk (Short
Horizon ETF only).
◦Buying
or Purchasing Options Risk.
Buying options is a speculative activity and entails greater than ordinary
investment risks. Many factors influence the price of an option, including the
price of the reference asset, the time to expiration, the strike price, interest
rates, and the dividend on the reference asset, as a result, the Short
Horizon ETF’s
investment returns can be impacted by many variables outside the Adviser’s
direct control; as those various factors fluctuate, the value of a purchased
option can fluctuate by meaningful amounts. Additionally, in the event the
reference price is not above the strike price for a call option or below the
strike price for a put option at expiry, the option will expire worthless and
the Fund will lose its invested premium. Furthermore, the value of the option
may be lost if the Adviser fails to exercise such an option at or prior to its
expiration.
◦Selling
or Writing Options Risk.
Writing option contracts can result in losses that exceed the seller’s initial
investment and may lead to additional turnover and higher tax liability. The
Short
Horizon ETF
will incur a loss as a result of writing (selling) options (also known as a
short option position) if the price of the written option instrument increases
in value between the date the Fund writes the option and the date on which that
Fund purchases an offsetting position or exits the option. The Fund’s losses are
potentially large in a written put transaction and potentially unlimited in a
written call transaction. Because of the Fund’s strategy of only coupling
written and purchased puts and/or call options with the same expiration date and
different strike prices (known as call spreads and put spreads), the Fund expect
that the maximum potential loss for the Fund for any given debit spread to be
limited to the premium paid.
◦Liquidity
Risk.
There are no assurances that a liquid market will exist when the buyer seeks to
close out an option position. A less liquid trading market may adversely impact
the value of the Short
Horizon ETF’s
shares, resulting in a discounted price or additional time required to exit a
position and result in the Fund being unable to achieve its investment
objective. For FLEX Options and OTC Options, the liquidity risk may be more
acute given the customized nature relative to more standardized exchange listed
options. OTC Options, FLEX Options or deep in-the-money options may trade less
frequently and in smaller volumes than more widely held securities. The values
of these securities may fluctuate more sharply than those of other securities,
and the Fund may experience some difficulty in establishing or closing out
positions in these securities at prevailing market prices.
◦Valuation
Risk.
European Options held by the Short
Horizon ETF,
including FLEX Options, OTC Options, and exchange-listed options, are only
exercisable at the strike price on their expiration. Prior to expiration, the
value of these options will be determined based upon market quotations or using
other recognized pricing methods. The value of the options prior to the
expiration may vary because of related factors other than the value of the
underlying reference asset. These factors include interest rate changes,
changing supply and demand, decreased liquidity, and changing volatility levels
of the reference asset. During periods of reduced market liquidity or the
absence of readily available market quotations for the holdings of the Fund, the
ability of the Fund to value certain option holdings of the Fund becomes more
difficult and the judgement of the Adviser (employing the fair value procedures
adopted by the Adviser as Valuation Designee of the Board) may play a greater
role in the valuation of the Fund’s holdings due to reduced availability of
reliable objective pricing data.
•Other
Investment Companies Risk.
You will indirectly bear fees and expenses charged by underlying investment
companies in addition to each Fund’s direct fees and expenses. As a result, your
cost of investing in a Fund will be higher than the cost of investing directly
in the underlying investment company. The risk of owning another investment
company generally reflects the risks of owning the underlying investments the
investment company holds. Each Fund also will incur brokerage costs when it
purchases and sells ETFs. ETFs may trade at a discount or premium to net asset
value. To the extent the Active Opportunities ETF invests in an affiliated ETF,
the Adviser may receive fees for managing the affiliated ETF in addition to the
fees paid to the Adviser by the Fund, which may create a conflict of
interest.
•Tax
Risk. While
the Funds
seek to be managed in a tax-efficient manner, there is no guarantee that a Fund
will be successful in this endeavor.
PORTFOLIO
HOLDINGS INFORMATION
Information
about each Fund’s daily portfolio holdings is available at www.twinoaketfs.com.
A complete description of each Fund’s policies and procedures with respect to
the disclosure of each Fund’s portfolio holdings is available in the Funds’ SAI.
MANAGEMENT
OF THE FUNDS
INVESTMENT
ADVISER AND SUB-ADVISER
Investment
Adviser. Twin
Oak ETF Company is a registered investment adviser that serves as the investment
adviser to the Funds subject to the supervision of the Board of the Trust. The
Adviser’s principal business address is 888 Worchester Street, Suite 200,
Wellesley, Massachusetts 02482. The Adviser is responsible for overseeing and
implementing each Fund’s investment program and provides portfolio management,
research and security selection for the Funds, and for overseeing the
Sub-Adviser’s activities. Twin Oak was established in 2023 and offers investment
advisory services to exchange-traded funds.
For
the services it provides to the Funds, each Fund pays the Adviser a unified
management fee, which is calculated daily and paid monthly, at an annual rate of
0.45% of the average daily net assets of the Short
Horizon ETF
and 0.99% of the average daily net assets of the Active Opportunities ETF.
Under
the investment advisory agreement, the Adviser has agreed to pay all expenses of
the Funds except for interest charges on any borrowings, dividends and other
expenses on securities sold short, taxes, brokerage commissions and other
expenses incurred in placing orders for the purchase and sale of securities and
other investment instruments, acquired fund fees and expenses, accrued deferred
tax liability, extraordinary expenses, shareholder service fees and expenses,
distribution fees and expenses paid by the Funds under any distribution plan
adopted pursuant to Rule 12b-1 under the 1940 Act, the unified management fee
payable to the Adviser, and certain other excluded expenses.
Fee
Waiver Agreement – Short
Horizon ETF.
Pursuant
to the fee waiver agreement between the Adviser and the Funds, the Adviser has
agreed to reduce the management fee from 0.45% to 0.25% of the Fund’s average
daily net assets for the Short
Horizon ETF through at least September 30, 2027.
This agreement may be terminated sooner by mutual agreement of the Trust’s Board
and Twin Oak.
Voluntary
Fee Waiver
–
Active
Opportunities ETF.
The Adviser has voluntarily agreed to reduce the management fee from 0.99% to
0.35% of the Fund’s average daily net assets for the Active Opportunities ETF.
The voluntary management fee waiver may be discontinued at any time and
shareholders will be given 30 days’ written notice in the event the waiver is
discontinued.
Sub-Adviser.
Exchange
Traded Concepts, LLC serves as sub-adviser and is located at 10900 Hefner
Pointe Drive, Suite 400, Oklahoma City, Oklahoma 73120. The Sub-Adviser was
formed in 2009 and provides investment advisory services to individual and
institutional accounts and exchange-traded funds. Pursuant to a sub-advisory
agreement between the Adviser and the Sub-Adviser, the Sub-Adviser is
responsible for trading, proxy voting and other non-portfolio management
services to the Funds. For its services as sub-adviser to the Funds, the
Sub-Adviser is paid a sub-advisory fee by the Adviser.
A
discussion regarding the basis for the Board’s approval of the investment
advisory agreement between the Adviser and the Trust, on behalf of the Funds,
and the sub-advisory agreement between the Adviser and Sub-Adviser, is included
in the Form N-CSR
for the fiscal year ended May 31, 2026.
PORTFOLIO
MANAGERS OF THE FUNDS
Zachary
Wainwright and Greg Stoner are jointly and primarily responsible for the
day-to-day management of the Funds. Mr. Wainwright and Mr. Stoner have
served as portfolio managers of each Fund since the Fund’s
inception.
Mr. Wainwright
is the Founder and has been the Chief Executive Officer of Twin Oak since 2023.
Before founding Twin Oak ETF Company, Mr. Wainwright spent the prior 11 years
investing across public and private markets. He began his career as a
Cross-Asset Derivative Structurer at the Royal Bank of Scotland.
Mr. Wainwright has earned his Bachelor of Business Administration Degree
from the Stephen M. Ross School of Business with High Distinction and his Master
of Business Administration from the Massachusetts Institute of
Technology.
Mr.
Stoner is a Managing Director at Twin Oak. Before joining Twin Oak in 2024,
Mr. Stoner spent the prior six years investing across public markets and
providing advisory services for corporate M&A and capital allocation
decisions. He began his career as an Aviation Officer in flight, operational,
and managerial roles for helicopter organizations in the U.S. Army. Mr. Stoner
has earned his Bachelor of Science Degree in Economics from the United States
Military Academy at West Point and his Master of Business Administration from
the Massachusetts Institute of Technology.
The
SAI provides additional information about each Portfolio Manager’s compensation
structure, other accounts managed by the Portfolio Managers, and each Portfolio
Manager’s ownership of Shares of each Fund.
HOW
TO BUY AND SELL SHARES
Each
Fund issues and redeems Shares at NAV only in Creation Units. Only APs may
acquire Shares directly from a Fund, and only APs may tender their Shares for
redemption directly to a Fund, at NAV. APs must be (i) a broker-dealer or other
participant in the clearing process through the Continuous Net Settlement System
of the National Securities Clearing Corporation (“NSCC”), a clearing agency that
is registered with the SEC; or (ii) a Depository Trust Company (“DTC”)
participant (as discussed below). In addition, each AP must execute a
Participant Agreement that has been agreed to by the Distributor (defined
below), and that has been accepted by the Transfer Agent, with respect to
purchases and redemptions of Creation Units. Once created, Shares trade in the
secondary market in quantities less than a Creation Unit.
Most
investors buy and sell Shares in secondary market transactions through brokers.
Shares are listed for trading on the secondary market on an Exchange and can be
bought and sold throughout the trading day like other publicly traded
securities.
When
buying or selling Shares through a broker, you will incur customary brokerage
commissions and charges, and you may pay some or all of the bid-ask spread on
your transactions. In addition, because secondary market transactions occur at
market prices, you may pay more than NAV when you buy Shares and receive less
than NAV when you sell those Shares.
Book
Entry
Shares
are held in book-entry form, which means that no stock certificates are issued.
The Depository Trust Company (“DTC”) or its nominee is the record owner of all
outstanding Shares.
Investors
owning Shares are beneficial owners as shown on the records of DTC or its
participants. DTC serves as the securities depository for all Shares. DTC’s
participants include securities brokers and dealers, banks, trust companies,
clearing corporations and other institutions that directly or indirectly
maintain a custodial relationship with DTC. As a beneficial owner of Shares, you
are not entitled to receive physical delivery of stock certificates or to have
Shares registered in your name, and you are not considered a registered owner of
Shares. Therefore, to exercise any right as an owner of Shares, you must rely
upon the procedures of DTC and its participants. These procedures are the same
as those that apply to any other securities that you hold in book entry or
“street name” through your brokerage account.
Frequent
Purchases and Redemptions of Shares
The
Funds impose no restrictions on the frequency of purchases and redemptions of
Shares. In determining not to approve a written, established policy, the Board
evaluated the risks of market timing activities by Fund shareholders. Purchases
and redemptions by APs, who are the only parties that may purchase or redeem
Shares directly with a Fund, are an essential part of the ETF process and help
keep Share trading prices in line with NAV. As such, the Funds accommodate
frequent purchases and redemptions by APs. However, the Board has also
determined that frequent purchases and redemptions for cash may increase
tracking error and portfolio transaction costs and may lead to the realization
of capital gains. To minimize these potential consequences of frequent purchases
and redemptions, the Funds employ fair value pricing and may impose transaction
fees on purchases and redemptions of Creation Units to cover the custodial and
other costs incurred by a Fund in effecting trades. In addition, the Funds and
the Adviser reserve the right to reject any purchase order at any time.
Determination
of NAV
Each
Fund’s NAV is calculated as of the scheduled close of regular trading on the New
York Stock Exchange (“NYSE”), generally 4:00 p.m. Eastern time, each day
the NYSE is open for business. The NAV for each Fund is calculated by dividing
the Fund’s net assets by its Shares outstanding.
In
calculating its NAV, each Fund generally values its assets on the basis of
market quotations, last sale prices, or estimates of value furnished by a
pricing service or brokers who make markets in such instruments. If such
information is not available for a security held by a Fund or is determined to
be unreliable, the security will be valued by the Adviser at fair value pursuant
to procedures established by the Adviser and approved by the Board (as described
below).
Fair
Value Pricing
The
Adviser has been designated by the Board as the valuation designee for the Funds
pursuant to Rule 2a-5 under the 1940 Act, subject to oversight by the Board. In
its capacity as valuation designee, the Adviser has adopted procedures and
methodologies to fair value Fund securities whose market
prices
are not “readily available” or are deemed to be unreliable. For example, such
circumstances may arise when: (i) a security has been de-listed or has had its
trading halted or suspended; (ii) a security’s primary pricing source is unable
or unwilling to provide a price; (iii) a security’s primary trading market is
closed during regular market hours; or (iv) a security’s value is materially
affected by events occurring after the close of the security’s primary trading
market. Generally, when fair valuing a security held by the Funds, the Adviser
will take into account all reasonably available information that may be relevant
to a particular valuation including, but not limited to, fundamental analytical
data regarding the issuer, information relating to the issuer’s business, recent
trades or offers of the security, general and/or specific market conditions and
the specific facts giving rise to the need to fair value the security. Fair
value determinations are made in good faith and in accordance with the fair
value methodologies established by the Adviser. Due to the subjective and
variable nature of determining the fair value of a security or other investment,
there can be no assurance that the Adviser’s fair value will match or closely
correlate to any market quotation that subsequently becomes available or the
price quoted or published by other sources. In addition, the Funds may not be
able to obtain the fair value assigned to the security upon the sale of such
security.
The
Active Opportunities ETF invests in other investment companies. With respect to
any portion of a Fund’s assets that is invested in one or more open-end
management investment companies that are registered under the 1940 Act, the
Fund’s NAV is calculated based upon the type of investment company in which the
Fund invests. Mutual funds are generally priced at their ending NAV and
exchange-traded funds are valued at the last reported sale price on the exchange
on which that security is principally traded. The prospectuses for these other
investment companies explain the circumstances under which those companies will
use fair value pricing and the effects of using fair value pricing.
Investments
by Registered Investment Companies in the Funds
Section 12(d)(1)
of the 1940 Act restricts investments by registered investment companies in the
securities of other investment companies, including Shares. Registered
investment companies are permitted to invest in a Fund beyond the limits set
forth in section 12(d)(1) subject to certain terms and conditions set forth in
Rule 12d1-4 under the 1940 Act, including that such investment companies enter
into an agreement with a Fund.
Delivery
of Shareholder Documents – Householding
Householding
is an option available to certain investors of the Funds. Householding is a
method of delivery, based on the preference of the individual investor, in which
a single copy of certain shareholder documents can be delivered to investors who
share the same address, even if their accounts are registered under different
names. Householding for the Funds is available through certain broker-dealers.
If you are interested in enrolling in householding and receiving a single copy
of prospectuses and other shareholder documents, please contact your
broker-dealer. If you are currently enrolled in householding and wish to change
your householding status, please contact your broker-dealer.
DIVIDENDS,
DISTRIBUTIONS, AND TAXES
Dividends
and Distributions
Each
Fund intends to pay out dividends, if any, and distribute any net realized
capital gains to its shareholders at least annually. The Funds will declare and
pay capital gain distributions in cash. Distributions in cash may be reinvested
automatically in additional whole Shares only if the broker through whom you
purchased Shares makes such option available. Your broker is responsible for
distributing the income and capital gain distributions to you.
Taxes
The
following discussion is a summary of some important U.S. federal income tax
considerations generally applicable to investments in the Funds. Your investment
in a Fund may have other tax implications. Please consult your tax advisor about
the tax consequences of an investment in Shares, including the possible
application of foreign, state, and local tax laws. This summary does not apply
to Shares held in an IRA or other tax-qualified plans, which are generally not
subject to current tax. Transactions relating to Shares held in such accounts
may, however, be taxable at some time in the future. This summary is based on
current tax laws, which may change, potentially with retroactive effect, and
could impact a Fund’s investments or the tax consequences to you.
Each
Fund has elected and intends to qualify each year for treatment as a regulated
investment company (“RIC”). If a Fund meets certain minimum distribution
requirements, a RIC is not subject to tax at the fund level on income and gains
from investments that are timely distributed to shareholders. However, a Fund’s
failure to qualify as a RIC or to meet minimum distribution requirements would
result (if certain relief provisions were not available) in fund-level taxation
and, consequently, a reduction in income available for distribution to
shareholders.
Unless
your investment in Shares is made through a tax-exempt entity or tax-advantaged
account, such as an IRA, you need to be aware of the possible tax consequences
when a Fund makes distributions, when you sell your Shares listed on an
Exchange, and when you purchase or redeem Creation Units (APs only).
Taxes
on Distributions
Each
Fund intends to distribute, at least annually, substantially all of its net
investment income and net capital gains. For federal income tax purposes,
distributions of investment income are generally taxable as ordinary income or
qualified dividend income. Taxes on distributions of capital gains (if any) are
determined by how long a Fund owned the investments that generated them, rather
than how long a shareholder has owned his or her Shares. Sales of assets held by
a Fund for more than one year generally result in long-term capital gains and
losses, and sales of assets held by a Fund for one year or less generally result
in short-term capital gains and losses. Distributions of a Fund’s net capital
gain (the excess of net long-term capital gains over net short-term capital
losses) that are reported by such Fund as capital gain dividends (“Capital Gain
Dividends”) will be taxable as long-term capital gains, which for non-corporate
shareholders are subject to tax at reduced rates of up to 20% (lower rates apply
to individuals in lower tax brackets). Distributions of short-term capital gain
will generally be taxable as ordinary income. To the extent a position held by
the Fund is considered to be an applicable straddle pursuant to Section 1258(c)
of the Code, the gain recognized on that position will be re-characterized from
capital gain to ordinary income. Dividends and distributions are generally
taxable to you whether you receive them in cash or reinvest them in additional
Shares.
Distributions
reported by a Fund as “qualified dividend income” are generally taxed to
non-corporate shareholders at rates applicable to long-term capital gains,
provided certain holding period and other requirements are met. “Qualified
dividend income” generally is income derived from dividends paid by U.S.
corporations or certain foreign corporations that are either incorporated in a
U.S. possession or eligible for tax benefits under certain U.S. income tax
treaties. In addition, dividends that a Fund received in respect of stock of
certain foreign corporations may be qualified dividend income if that stock is
readily tradable on an established U.S. securities market. Dividends received by
a Fund from an ETF or underlying fund taxable as a RIC may be treated as
qualified dividend income generally only to the extent so reported by such ETF
or underlying fund. Corporate shareholders may be entitled to a dividends
received deduction for the portion of dividends they receive from a Fund that
are attributable to dividends received by the Fund from U.S. corporations,
subject to certain limitations.
Shortly
after the close of each calendar year, you will be informed of the amount and
character of any distributions received from a Fund.
In
addition to U.S. federal income tax, certain U.S. individuals with income
exceeding specified thresholds are subject to a 3.8% tax on all or a portion of
their “net investment income,” which includes interest, dividends, and certain
capital gains (generally including capital gains distributions and capital gains
realized on the sale of Shares). The net investment income tax is imposed on the
lesser of: (i) the taxpayer’s investment income, net of deductions properly
allocable to such income; or (ii) the amount by which the taxpayer’s modified
adjusted gross income exceeds certain thresholds ($250,000 for married
individuals filing jointly, $200,000 for unmarried individuals and $125,000 for
married individuals filing separately). This 3.8% tax also applies to all or a
portion of the undistributed net investment income of certain shareholders that
are estates and trusts.
In
general, your distributions are subject to U.S. federal income tax for the year
in which they are paid. Certain distributions declared in October, November or
December and paid in January of the following year, however, may be treated as
paid on
December
31 of the prior year. Distributions are generally taxable even if they are paid
from income or gains earned by a Fund before your investment (and thus were
included in the Shares’ NAV when you purchased your Shares).
You
may wish to avoid investing in a Fund before a dividend or other distribution,
because such a distribution will generally be taxable even though it may
economically represent a return of a portion of your investment.
If
a Fund’s distributions exceed its earnings and profits, all or a portion of the
distributions made for a taxable year may be recharacterized as a return of
capital to shareholders. A return of capital distribution will generally not be
taxable, but will reduce each shareholder’s cost basis in Shares and result in a
higher capital gain or lower capital loss when the Shares are sold. After a
shareholder’s basis in Shares has been reduced to zero, distributions in excess
of earnings and profits in respect of those Shares will be treated as gain from
the sale of the Shares.
If
you are neither a resident nor a citizen of the United States or if you are a
foreign entity, distributions (other than Capital Gain Dividends) paid to you by
a Fund will generally be subject to a U.S. withholding tax at the rate of 30%,
unless a lower treaty rate applies. Gains from the sale or other disposition of
Shares by non-U.S. shareholders generally are not subject to U.S. taxation,
unless you are a nonresident alien individual who is physically present in the
U.S. for 183 days or more per year. A Fund may, under certain circumstances,
report all or a portion of a dividend as an “interest-related dividend” or a
“short-term capital gain dividend,” which would generally be exempt from this
30% U.S. withholding tax, provided certain other requirements are met. Different
tax consequences may result if you are a foreign shareholder engaged in a trade
or business within the United States or if a tax treaty applies.
Each
Fund (or a financial intermediary, such as a broker, through which a shareholder
owns Shares) generally is required to withhold and remit to the U.S. Treasury a
percentage (currently 24%) of the taxable distributions and sale proceeds paid
to any shareholder who fails to properly furnish a correct taxpayer
identification number, who has underreported dividend or interest income, or who
fails to certify that the shareholder is not subject to such withholding.
Taxes
When Shares are Sold on an Exchange
Provided
that a shareholder holds Shares as capital assets, any capital gain or loss
realized upon a sale of Shares generally is treated as a long-term capital gain
or loss if Shares have been held for more than one year and as a short-term
capital gain or loss if Shares have been held for one year or less. However, any
capital loss on a sale of Shares held for six months or less is treated as
long-term capital loss to the extent of Capital Gain Dividends paid with respect
to such Shares. Under “wash sale” rules, any loss realized on a sale will be
disallowed to the extent Shares of a Fund are acquired, including through
reinvestment of dividends, within a 61-day period beginning 30 days before and
ending 30 days after the disposition of Shares. The ability to deduct capital
losses may be limited.
The
cost basis of Shares of a Fund acquired by purchase will generally be based on
the amount paid for the Shares and then may be subsequently adjusted for other
applicable transactions as required by the Code. The difference between the
selling price and the cost basis of Shares generally determines the amount of
the capital gain or loss realized on the sale or exchange of Shares. Contact the
broker through whom you purchased your Shares to obtain information with respect
to the available cost basis reporting methods and elections for your account.
Taxes
on Purchases and Redemptions of Creation Units
An
AP having the U.S. dollar as its functional currency for U.S. federal income tax
purposes who exchanges securities for Creation Units generally recognizes a gain
or a loss. The gain or loss will be equal to the difference between the value of
the Creation Units at the time of the exchange and the exchanging AP’s aggregate
basis in the securities delivered, plus the amount of any cash paid for the
Creation Units. An AP who exchanges Creation Units for securities will generally
recognize a gain or loss equal to the difference between the exchanging AP’s
basis in the Creation Units and the aggregate U.S. dollar market value of the
securities received, plus any cash received for such Creation Units. The
Internal Revenue Service may assert, however, that a loss that is realized upon
an exchange of securities for Creation Units may not be currently deducted under
the rules governing “wash sales” (for an AP who does not mark-to-market its
holdings), or on the basis that there has been no significant change in economic
position. APs exchanging securities should consult their own tax advisor with
respect to whether the wash sales rule applies and when a loss might be
deductible.
A
Fund may include a payment of cash in addition to, or in place of, the delivery
of a basket of securities upon the redemption of Creation Units. Such Fund may
sell portfolio securities to obtain the cash needed to distribute redemption
proceeds. This may cause such Fund to recognize investment income and/or capital
gains or losses that it might not have recognized if it had completely satisfied
the redemption in-kind. As a result, such Fund may be less tax efficient if it
includes such a cash payment in the proceeds paid upon the redemption of
Creation Units.
The
foregoing discussion summarizes some of the possible consequences under current
federal tax law of an investment in each Fund. It is not a substitute for
personal tax advice. You also may be subject to state and local tax on Fund
distributions and sales of Shares. Consult your personal tax advisor about the
potential tax consequences of an investment in Shares
under
all applicable tax laws. For more information, please see the section entitled
“U.S. Federal Income Taxes” in the SAI.
DISTRIBUTION
The
Distributor, PINE Distributors LLC, is a broker-dealer registered with the SEC.
The Distributor distributes Creation Units for the Funds on an agency basis and
does not maintain a secondary market in Shares. The Distributor has no role in
determining the policies of the Fund or the securities that are purchased or
sold by the Fund. The Distributor’s principal address is 501 South Cherry
Street, Suite 610, Denver, Colorado 80246.
PREMIUM/DISCOUNT
INFORMATION
Information
regarding how often Shares are traded on an Exchange at a price above
(i.e.,
at a premium) or below (i.e., at a discount) the NAV per Share is available,
free of charge, on the Funds’ website at www.twinoaketfs.com.
ADDITIONAL
NOTICES
Shares
of the Trust are not sponsored, endorsed, or promoted by an Exchange. An
Exchange makes no representation or warranty, express or implied, to the owners
of the shares of the Funds. An Exchange is not responsible for, nor has it
participated in, the determination of the timing of, prices of, or quantities of
the shares of the Funds to be issued, or in the determination or calculation of
the equation by which the shares are redeemable.
An
Exchange has no obligation or liability to owners of the shares of the Funds in
connection with the administration, marketing, or trading of the shares of the
Funds. Without limiting any of the foregoing, in no event shall an Exchange have
any liability for any lost profits or indirect, punitive, special, or
consequential damages even if notified of the possibility thereof.
The
Adviser and the Funds make no representation or warranty, express or implied, to
the owners of shares of the Funds or any members of the public regarding the
advisability of investing in securities generally or in the Funds particularly.
FINANCIAL
HIGHLIGHTS
The
following financial highlights tables are intended to help you understand each
Fund’s financial performance for the fiscal periods shown. Certain information
reflects financial results for a single Fund share. The total returns in the
table represent the rate that you would have earned or lost on an investment in
a Fund (assuming you reinvested all dividends and distributions).
Information
in the table has been audited by Cohen & Company, Ltd., the independent
registered public accounting firm of the Funds. Cohen & Company, Ltd.’s
report, along with the Funds’ financial statements, is included in the
Form
N-CSR
for the fiscal year ended May 31, 2026, which is available, without charge,
upon request.
|
|
|
|
|
|
|
|
|
|
| |
Twin
Oak Short Horizon Absolute Return ETF Financial Highlights For a
capital share outstanding throughout each year (period) |
|
|
| Year
ended May 31, 2026 |
Period
Ended May 31, 2025(a) |
| |
| PER
SHARE DATA: |
|
|
| |
| Net
asset value, beginning of year (period) |
$27.71 |
| $26.81 |
|
| |
|
|
|
|
| |
| INVESTMENT
OPERATIONS: |
|
|
| |
|
Net
investment loss(b) |
(0.07) |
| (0.08) |
|
| |
| Net
realized and unrealized gain on investments |
1.14 |
| 0.98 |
|
| |
| Total
from investment operations |
1.07 |
| 0.90 |
|
| |
| Net
asset value, end of year (period) |
$28.78 |
| $27.71 |
|
| |
|
|
|
|
| |
|
Total
Return(d) |
3.85 |
% |
3.36 |
% |
| |
|
|
|
|
| |
| SUPPLEMENTAL
DATA AND RATIOS: |
|
|
| |
| Net
assets, end of year (period) (in thousands) |
$90,354 |
| $37,408 |
|
| |
| Ratio
of expenses to average net assets: |
|
|
| |
|
Before
fees waived(d)(e) |
0.46 |
% |
0.59 |
% |
| |
|
After
fees waived(d)(e) |
0.26 |
% |
0.39 |
% |
| |
|
Ratio
of interest expense to average net assets(e) |
0.01 |
% |
0.14 |
% |
| |
|
Ratio
of operational expenses to average net assets excluding interest
expense(d) |
0.25 |
% |
0.25 |
% |
| |
|
Ratio
of net investment loss to average net assets(d) |
(0.26 |
%) |
(0.38 |
%) |
| |
|
Portfolio
turnover rate(d)(f) |
0 |
% |
0 |
% |
| |
(a)Commencement
of operations was August 19, 2024.
(b)Net
investment loss per share has been calculated based on average shares
outstanding during the year (period).
(c)Not
annualized for periods less than one year.
(d)Annualized
for periods less than one year.
(e)Includes
investment-related expenses not covered by the Fund’s unified management fee
agreement. The interest expense had an impact of 0.01% and 0.14%, respectively,
on the Fund’s expense ratio for the year ended May 31, 2026 and the period ended
May 31, 2025.
(f)Portfolio
turnover rate excludes in-kind transactions.
|
|
|
|
|
|
|
|
|
|
| |
Twin
Oak Active Opportunities ETF Financial Highlights For a capital
share outstanding throughout each year (period) |
| |
|
| Year
ended May 31, 2026 |
Period
Ended May 31, 2025(a) |
| PER
SHARE DATA: |
|
|
| |
| Net
asset value, beginning of year (period) |
$25.02 |
| $24.99 |
|
| |
|
|
|
|
| |
| INVESTMENT
OPERATIONS: |
|
|
| |
|
Net
investment income(b)(c) |
0.44 |
| 0.17 |
|
| |
| Net
realized and unrealized gain (loss) on investments |
5.16 |
| (0.14) |
|
| |
| Total
from investment operations |
5.60 |
| 0.03 |
|
| |
|
|
|
|
| |
| LESS
DISTRIBUTIONS FROM: |
|
|
| |
| Net
investment income |
(0.60) |
| — |
|
| |
| Total
distributions |
(0.60) |
| — |
|
| |
| Net
asset value, end of year (period) |
$30.02 |
| $25.02 |
|
| |
|
|
|
|
| |
|
Total
Return(d) |
22.56 |
% |
0.12 |
% |
| |
|
|
|
|
| |
| SUPPLEMENTAL
DATA AND RATIOS: |
|
|
| |
| Net
assets, end of year (period) (in thousands) |
$273,354 |
| $225,086 |
|
| |
| Ratio
of expenses to average net assets: |
|
|
| |
|
Before
fees waived(e)(f) |
0.99 |
% |
0.99 |
% |
| |
|
After
fees waived(e)(f)(g) |
0.35 |
% |
0.35 |
% |
| |
|
Ratio
of net investment income to average net assets(e)(f) |
1.60 |
% |
2.62 |
% |
| |
|
Portfolio
turnover rate(d)(h) |
2 |
% |
73 |
% |
| |
(a)
Commencement of operations was February 20, 2025.
(b)
Net investment income per share has been calculated based on average shares
outstanding during the year (period).
(c)
Recognition of net investment income by the Fund is affected by the timing of
the declaration of dividends by the underlying exchange traded funds in which
the Fund invests. The ratio does not include net investment income of the
exchange traded funds in which the Fund invests.
(d)
Not annualized for periods less than one year.
(e)
Annualized for periods less than one year.
(f)
Ratios do not include the expenses of the underlying investment companies in
which the Fund invests.
(g)
Ratio includes 0.64% voluntary waiver of advisor fees.
(h)
Portfolio turnover rate excludes in-kind transactions.
Twin
Oak Short Horizon Absolute Return ETF
Twin
Oak Active Opportunities ETF
|
|
|
|
|
|
|
|
|
|
|
| |
| Adviser |
Twin
Oak ETF Company
888
Worchester Street, Suite 200
Wellesley,
Massachusetts 02482 |
Distributor |
PINE
Distributors LLC
501
South Cherry Street,
Suite
610
Denver,
Colorado 80246 |
| Sub-Adviser |
Exchange
Traded Concepts, LLC
10900
Hefner Pointe Drive, Suite 400
Oklahoma
City, Oklahoma 73120 |
Custodian |
U.S.
Bank, N.A.
1555
N. Rivercenter Drive,
Suite
302
Milwaukee,
Wisconsin 53212 |
| Transfer
Agent, Fund Accountant and Fund Administrator |
U.S.
Bancorp Fund Services, LLC
d/b/a
U.S. Bank Global Fund Services
615
East Michigan Street
Milwaukee,
Wisconsin 53202 |
Independent
Registered Public Accounting Firm |
Cohen
& Company, Ltd.
1835
Market Street, Suite 310
Philadelphia,
Pennsylvania 19103 |
| Legal
Counsel |
Godfrey
& Kahn, S.C.
833
East Michigan Street,
Suite
1800
Milwaukee,
Wisconsin 53202 |
| |
You
can find more information about the Funds in the following
documents:
Statement
of Additional Information
The
SAI provides additional details about the investments and techniques of the
Funds and certain other additional information. A current SAI is on file with
the SEC and is incorporated into this Prospectus by reference. This means that
the SAI is legally considered a part of this Prospectus even though it is not
physically within this Prospectus.
Annual
and Semi-Annual Reports
Additional
information about the Funds’ investments is available in the Funds’ annual and
semi-annual reports to shareholders and in Form N-CSR. In the annual report you
will find a discussion of the market conditions and investment strategies that
significantly affected the Funds’ performance during the Funds’ prior fiscal
year. In Form N-CSR, you will find the Funds’ annual and semi-annual financial
statements.
The
Funds’ shareholder reports are made available on the website www.twinoaketfs.com
You may request to receive paper reports from the Funds or from your financial
intermediary, free of charge, at any time. You may also request to receive
documents through e-delivery.
You
may obtain copies of these documents and request other information without
charge, upon request, or ask questions about the Funds by
contacting:
Twin
Oak Short Horizon Absolute Return ETF
or Twin
Oak Active Opportunities ETF
c/o
U.S. Bank Global Fund Services
P.O.
Box 219252
Kansas
City, MO 64121-9252
1-800-617-0004
The
SAI, shareholder reports and other information about the Funds are also
available:
•free
of charge from the SEC’s EDGAR database on the SEC’s website at
http://www.sec.gov;
•free
of charge from the Fund’s website at www.twinoaketfs.com;
or
•for
a fee, by electronic request at the following e-mail address:
[email protected].
(The
Trust’s SEC Investment Company Act of 1940 file number is
811‑21897)