ck0001592900-20260520
STOCKSNIPS
AI-POWERED SENTIMENT US ALL CAP ETF
Ticker
Symbol: NEWZ
Listed
on The Nasdaq Stock Market LLC
Prospectus
May 31, 2026
These
securities have not been approved or disapproved by the Securities and Exchange
Commission nor has the Securities and Exchange Commission passed upon the
accuracy or adequacy of this Prospectus. Any representation to the contrary is a
criminal offense.
Table
of Contents
STOCKSNIPS
AI-POWERED SENTIMENT US ALL CAP ETF
Fund
Summary
INVESTMENT
OBJECTIVE
The
StockSnips
AI-Powered Sentiment US All Cap ETF (the “Fund”) seeks long-term
capital appreciation.
FEES AND
EXPENSES
This
table describes the fees and expenses that you may pay if you buy, hold, and
sell shares of the Fund (“Shares”). You
may also pay brokerage commissions on the purchase and sale of Shares, which are
not reflected in the table or example.
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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
Fee |
0.75 |
% |
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Distribution
and/or Service (12b-1) Fees |
None |
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Other
Expenses |
0.00 |
% |
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Total
Annual Fund Operating Expenses |
0.75 |
% |
EXAMPLE
The following 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 for the time periods indicated and then hold or
sell all of your Shares at the end of those periods. The example also assumes
that the Fund provides a return of 5% a year and that operating expenses remain
the same. You may also pay brokerage commissions on the purchase and sale of
Shares, which are not reflected in the example. Although your
actual costs may be higher or lower, based on these assumptions your costs would
be:
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| One
Year: |
Three
Years: |
Five
Years: |
Ten
Years |
| $77 |
$240 |
$417 |
$930 |
PORTFOLIO
TURNOVER
The
Fund may pay transaction costs, including commissions when it buys and sells
securities (or “turns over” its portfolio). A higher portfolio turnover rate may
indicate higher transaction costs and may result in higher taxes when Shares are
held in a taxable account. These costs, which are not reflected in annual fund
operating expenses or in the example, affect the Fund’s performance. For the
fiscal year ended January 31, 2026 Fund’s portfolio turnover rate was
614% of the average
value of its portfolio.
PRINCIPAL INVESTMENT
STRATEGIES
The
Fund is an actively managed exchange-traded fund (“ETF”) that seeks to achieve
its investment objective by utilizing an investment strategy that leverages
artificial intelligence (“AI”) and natural language processing to derive a
proprietary News Media Sentiment Signal (the “Sentiment Signal”). AI refers to
the application of computer systems to perform tasks that typically require
human intelligence, discernment, and adaption, such as decision-making,
reasoning, and learning from past experiences. The Fund’s sub-adviser, Stock
Snips, Inc. (“StockSnips” or the “Sub-Adviser”), uses an investment process
based on a proprietary ranking and selection process, which is designed to
identify stocks with the most positive news coverage, as described in more
detail below.
Under normal circumstances, the Fund invests at least 80% of its
net assets (plus the amounts of any borrowings for investment purposes) in
securities of U.S.-listed large, mid and small capitalization
companies. The Fund invests in equity securities of such
companies, including common stock and American Depositary Receipts (“ADRs”).
The
Sub-Adviser generally selects securities from industries that exhibit sufficient
news volume and publicly available information to allow effective application of
the Sub-Adviser’s Sentiment Signal and that collectively provide representation
across growth, defensive, and cyclical segments of the broader market. The
applicable industries may change over time, generally enabling coverage for a
greater number of industries. The Sub-Adviser then excludes any securities that
have (i) less than $2 billion in market capitalization, (ii) high
volatility as compared to the broader market, (iii) profitability metrics that
the Sub-Adviser has determined are not attractive opportunities (e.g., based on
return on equity), and (iv) less than a defined volume of news coverage. The
Sub-Adviser then utilizes its algorithms to select sentiment leaders amongst the
remaining investment universe.
The
Sub-Adviser believes that quantification of news sentiment can be a proxy for
investor sentiment. The Sub-Adviser employs quantitative modeling, which
leverages the Sentiment Signal and a trending Sentiment Momentum signal (the
“Sentiment Momentum Signal”). The Sentiment Signal uses natural language
processing to derive investor sentiment using news articles,
blogs
and other textual information. The Sentiment Momentum Signal refers to the trend
or direction of investor sentiment over time for a particular stock.
A positive Sentiment Momentum Signal indicates growing optimism among investors,
often leading to upward price movements. Conversely, a negative Sentiment
Momentum Signal indicates increasing investor pessimism, which can lead to price
declines.
The
Sentiment Signal and the Sentiment Momentum Signal are each derived using
natural language processing and machine learning algorithms that transform
unstructured textual data from News Sources (as defined below) into quantified
real-time sentiment signals. Machine learning refers to technologies that enable
a computer to learn from data it has processed to incorporate different
assumptions or past experience into future computations or analysis. In the
context of the StockSnips sentiment signals, machine learning is used to
classify “financial oriented” sentences (news snippets) attributed to a company
as being positive, negative or uncertain.
StockSnips
gathers news information on a daily basis and evaluates such information along
with a proprietary historical sentiment dataset covering approximately 5,000 US
equities. The algorithms rank the securities in the investment universe based on
the amount of positive news available about a company and its sentiment
momentum. The top 30 to 50 stocks are included in the Fund and are equal
weighted. The Sub-Adviser expects that under normal market conditions, up to 95%
of the portfolio assets will be invested in the securities recommended by the
algorithms.
The
news snippets are collected from reliable online sources, including news
articles, blog posts, SEC filings, earnings transcripts and analyst reports from
Zacks, Motley Fool, Associated Press, CNBC and other financial news sources
(collectively “News Sources”). The Sub-Adviser considers a News Source to be
reliable if it is obtained from a publication or other source that has
authors/analysts who research and write opinions or reports on events relating
to U.S. equities. Some News Sources are licensed by the Sub-Adviser and others
are publicly available.
The
portfolio is rebalanced and reconstituted on a bi-weekly basis (i.e., every two
weeks).
PRINCIPAL
INVESTMENT RISKS
An
investment in the Fund involves risk, including those described below.
There
is no assurance that the Fund will achieve its investment objective.
An investor may lose money by investing in the
Fund. An investment in the Fund is not a bank
deposit and is not insured or guaranteed by the FDIC or any government
agency. More complete risk descriptions are set forth below
under the heading “Additional
Information About the Fund’s Principal Investment Risks.”
Artificial
Intelligence Model Risk.
The Fund’s investment strategies rely heavily upon AI to derive sentiment
signals which guide investment decisions. While the Sub-Adviser employs natural
language processing and algorithms designed to optimize the accuracy and
reliability of these signals, it cannot always guarantee their precision or
correctness. The performance of the Sub-Adviser’s algorithms is intrinsically
linked to the validity of the AI-derived sentiment signals, and any inaccuracies
or errors in these signals, or the data used to derive these signals, may
adversely affect the performance of the Fund. Investors should be aware that all
investment strategies carry inherent risks, and the use of AI to inform
investment decisions introduces an additional layer of complexity and potential
uncertainty.
The
Sub-Adviser’s algorithms do not analyze broad market conditions, macroeconomic
events or potential black swan events, unless they have specific reference to
specific US equities within the article. Additionally, the News Sources that are
analyzed by the algorithms may be biased with respect to the companies that are
included in the news snippets, including the nature of the news stories that are
presented. Some companies may be over or underrepresented based on the
subjective judgments of the news organizations. These limitations may reduce the
ability of the algorithms to effectively analyze investor sentiment and
sentiment momentum, which can cause the signals to diverge from actual investor
sentiment. Moreover, high positive sentiment signals may not correlate with
positive change in the value of a company’s stock and low positive or negative
sentiment signals may not correlate with negative change in the value of a
company’s stock. Additionally, News Sources are susceptible to the following
risks which may disrupt the Sub-Adviser’s ability to receive meaningful
information from such sources: permanent cessation of operations, disruption in
service caused by hardware or software failure, interruptions or delays in
service by third-party data center hosting facilities and maintenance providers,
and evolving internet regulation and other regulations that may limit or
otherwise affect the operations of news companies.
The Sub-Adviser is committed to conducting ongoing reviews and
validations of its AI processes and algorithms to strive for the highest
possible accuracy in the sentiment signals. However, due to the unpredictable
and dynamic nature of financial markets, as well as the limitations inherent in
any AI-based system, there is no guarantee regarding the accuracy or reliability
of the AI-derived sentiment signals.
Machine
Learning Risk.
The Fund relies on a “machine learning” classification process as well as data
and information supplied by third party news sources, some of which are public
and some of which are subscription based. To the extent the machine learning
process does not perform as designed or as intended, the Fund’s strategy may not
be successfully implemented, and the Fund may lose value. If the News Sources
are incorrect, incomplete or unreliable, any decisions made in reliance thereon
may lead
to the inclusion or exclusion of securities that would have been
excluded or included had the information not contained such
flaws.
Natural
Language Processing Risk.
The Sub-Adviser’s strategy utilizes sentiment signals that are derived using an
automated natural language processing system to rank and select equities. This
is different than traditional classification systems that use fundamental
factors like growth, value, size, and profitability. This may result in equities
that may not otherwise be included in traditional portfolio construction methods
and may lead to a decline in the Fund’s
value.
Frequent
Rebalance Risk. Because
the Sub-Adviser rebalances and reconstitutes the Fund on a bi-weekly basis (i.e,
once every two weeks) based on news data analyzed in connection with such
rebalance (each, a “Rebalance”), (i) the Fund’s exposures may be significantly
influenced by the news environment at or around the time of a Rebalance, and
(ii) changes to the Fund’s exposures may lag investor sentiment and investor
sentiment momentum direction (up or down) by up to approximately two weeks if
such changes first take effect at or around the time of a Rebalance. Such lags
between the implementation of the Sub-Adviser’s signals and changes in market
sentiment may result in periods of underperformance relative to the broader U.S.
market.
Large-Capitalization
Companies Risk.
Large-capitalization companies may trail the returns of the overall stock
market. Large-capitalization stocks tend to go through cycles of doing better -
or worse - than the stock market in general. These periods have, in the past,
lasted for as long as several years.
Mid-Capitalization
Companies Risk. Investing in securities of mid-capitalization companies involves
greater risk than customarily is associated with investing in larger, more
established companies. These companies’ securities may be more volatile and less
liquid than those of more established companies. Often mid-capitalization
companies and the industries in which they focus are still evolving and, as a
result, they may be more sensitive to changing market
conditions.
Small-Capitalization
Companies Risk.
Investing in securities of small-capitalization companies involves greater risk
than customarily is associated with investing in larger, more established
companies. Small-capitalization companies often have less predictable earnings,
more limited product lines, markets, distribution channels and financial
resources, and the management of such companies may be dependent upon one or few
people. Price movements of small-capitalization companies may be more volatile
than mid-capitalization and large-capitalization
companies.
Risk
of Investing in the U.S.
Certain changes in the U.S. economy, such as when the U.S. economy weakens or
when its financial markets decline, may have an adverse effect on the securities
to which the Fund has exposure.
Foreign
Investment Risk.
Returns on investments in foreign securities could be more volatile than, or
trail the returns on, investments in U.S. securities. Investments in or
exposures to foreign securities are subject to special risks, including risks
associated with foreign securities generally, including differences in
information available about issuers of securities and investor protection
standards applicable in other jurisdictions; capital controls risks, including
the risk of a foreign jurisdiction imposing restrictions on the ability to
repatriate or transfer currency or other assets; currency risks; political,
diplomatic and economic risks; regulatory risks; and foreign market and trading
risks, including the costs of trading and risks of settlement in foreign
jurisdictions.
Investment
Risk. When you sell your Shares, they could be worth less than what you
paid for them. Therefore, you may lose money by investing in the Fund. The Fund
could lose money due to short-term market movements and over longer periods
during market downturns. Securities may decline in value due to factors
affecting securities markets generally or particular asset classes or industries
represented in the markets. The value of a security may decline due to general
market conditions, economic trends or events that are not specifically related
to the issuer of the security, such as geopolitical events and environmental
disasters. The value of a security may also decline due to factors that affect a
particular industry or group of industries. During a general downturn in the
securities markets, multiple asset classes may be negatively affected.
Therefore, you may lose money by investing in the Fund.
Equity
Investing Risk. An investment in the Fund involves risks similar to those of
investing in any fund holding equity securities, such as market fluctuations,
changes in interest rates and perceived trends in stock prices. The values of
equity securities could decline generally or could underperform other
investments. In addition, securities may decline in value due to factors
affecting a specific issuer, market or securities markets
generally.
Sector
Risk. To
the extent the Fund invests more heavily in particular sectors of the economy,
its performance will be especially sensitive to developments that significantly
affect those sectors. The Fund may invest a significant portion of its assets in
the following sectors and, therefore, the performance of the Fund could be
negatively impacted by events affecting each of these sectors.
•Information
Technology Sector Risk.
The Fund may invest in companies in the technology sector, and therefore the
performance of the Fund could be negatively impacted by events affecting this
sector. Market or economic factors impacting technology companies and companies
that rely heavily on technological advances could have a significant effect on
the value of the Fund’s investments. The value of stocks of technology companies
and companies that rely heavily on technology is particularly vulnerable to
rapid changes in technology product cycles, rapid product obsolescence,
government regulation and competition, both domestically and internationally,
including competition from
foreign
competitors with lower production costs. Stocks of technology companies and
companies that rely heavily on technology, especially those of smaller,
less-seasoned companies, tend to be more volatile than the overall market.
Technology companies are heavily dependent on patent and intellectual property
rights, the loss or impairment of which may adversely affect profitability.
Additionally, companies in the technology sector may face dramatic and often
unpredictable changes in growth rates and competition for the services of
qualified personnel.
•Financials
Sector Risk.
This
sector can be significantly affected by changes in interest rates, government
regulation, the rate of defaults on corporate, consumer and government debt, the
availability and cost of capital, and fallout from the housing and sub-prime
mortgage crisis. Insurance companies, in particular, may be significantly
affected by changes in interest rates, catastrophic events, price and market
competition, the imposition of premium rate caps, or other changes in government
regulation or tax law and/or rate regulation, which may have an adverse impact
on their profitability. This sector has experienced significant losses in the
recent past, and the impact of more stringent capital requirements and of recent
or future regulation on any individual financial company or on the sector as a
whole cannot be predicted. In recent years, cyber attacks and technology
malfunctions and failures have become increasingly frequent in this sector and
have caused significant losses.
ETF
Risks.
•Authorized
Participants, Market Makers and Liquidity Providers Concentration
Risk.
The Fund has a limited number of financial institutions that may act as
Authorized Participants (“APs”). In addition, there may be a limited number of
market makers and/or liquidity providers in the marketplace. To the extent
either of the following events occur, Shares may trade at a material discount to
NAV and possibly face delisting: (i) APs exit the business or otherwise become
unable to process creation and/or redemption orders and no other APs step
forward to perform these services, or (ii) market makers and/or liquidity
providers exit the business or significantly reduce their business activities
and no other entities step forward to perform their
functions.
•Premium-Discount
Risk.
The Shares may trade above or below their net asset value (“NAV”). The market
prices of Shares will generally fluctuate in accordance with changes in NAV as
well as the relative supply of, and demand for, Shares on The Nasdaq Stock
Market LLC (the “Exchange”) or other securities exchanges. The existence of
significant market volatility, disruptions to creations and redemptions, or
potential lack of an active trading market for Fund Shares (including through a
trading halt), among other factors, may result in the Shares trading
significantly above (at a premium) or below (at a discount) to NAV. If you buy
Fund Shares when their market price is at a premium or sell the Fund Shares when
their market price is at a discount, you may pay more than, or receive less
than, NAV, respectively.
•Cost
of Trading Risk. 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.
•Trading
Risk.
Although the Shares are listed on the Exchange, there can be no assurance that
an active or liquid trading market for them will develop or be maintained. In
addition, trading in Shares on the Exchange may be halted. In stressed market
conditions, the liquidity of Shares may begin to mirror the liquidity of its
underlying portfolio holdings, which can be less liquid than Shares, potentially
causing the market price of Shares to deviate from its NAV. The spread varies
over time for Shares of the Fund based on the Fund’s trading volume and market
liquidity and is generally lower if the Fund has high trading volume and market
liquidity, and higher if the Fund has little trading volume and market
liquidity.
Management
Risk.
The Fund is actively managed and may not meet its investment objective based on
the Adviser’s, Sub-Adviser’s, or portfolio managers’ success or failure to
implement investment strategies for the Fund. The success of the Fund’s
investment program depends largely on the investment techniques and risk
analyses applied by the Adviser, Sub-Adviser, and the portfolio managers and the
skill of the Adviser, Sub-Adviser, and/or portfolio managers in evaluating,
selecting, and monitoring the Fund’s assets. The Fund could experience losses
(realized and unrealized) if the judgment of the Adviser, Sub-Adviser, or
portfolio managers about markets or sectors or the attractiveness of particular
investments made for the Fund’s portfolio prove to be incorrect. It is possible
the investment techniques and risk analyses employed on behalf of the Fund will
not produce the desired results. Absent unusual circumstances (e.g.,
the Adviser determines a different security has higher liquidity but offers a
similar investment profile as a recommended security), the Adviser will
generally follow the Sub-Adviser’s investment recommendations to buy, hold, and
sell securities and financial instruments.
High
Portfolio Turnover Risk. The Fund’s investment strategy is expected to result in higher
turnover rates. This may increase the Fund’s brokerage commission costs, which
could negatively impact the performance of the Fund. Rapid portfolio turnover
also exposes shareholders to a higher current realization of short-term capital
gains, distributions of which would generally be taxed to you as ordinary income
and thus cause you to pay higher taxes.
PERFORMANCE
This bar chart
shows the performance of the Fund for the calendar year ended December 31. The
table shows how the Fund’s average annual returns for one-year and since
inception periods compare with those of a broad measure of market performance as
well as a secondary benchmark provided as a measure of the Fund’s investment
strategy and universe. Past performance does not
necessarily indicate how the Fund will perform in the future.
Performance information is also available on the Fund’s website at
https://stocksnipsetfs.ai/
or by calling the Fund at (215)
330-4476.
Calendar
Year Total Returns as of December 31
The
Fund’s year-to-date return as of
March 31, 2026 was
2.11%.
During
the period of time shown in the bar chart, the Fund’s highest
return for a calendar quarter was 4.97% (quarter ended June 30, 2025) and
the Fund’s lowest return for a
calendar quarter was -5.03% (quarter ended December 31,
2025).
Average
Annual Total Returns
For
the Periods Ended December 31, 2025
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StockSnips
AI-Powered Sentiment US All Cap ETF |
1
Year |
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Since
Inception
(04/11/2024) |
| Return
Before Taxes |
-4.02% |
| 5.21% |
| Return After
Taxes on Distributions |
-4.08% |
| 5.14% |
| Return After
Taxes on Distributions and Sale of Fund Shares |
-2.34% |
| 3.99% |
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Solactive
GBS United States 1000 Index (reflects no deduction for
fees, expenses or taxes) |
17.01% |
| 18.09% |
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Solactive
GBS United States 500 Equal Weight Index (reflects no deduction for fees,
expenses or taxes) |
13.26% |
| 12.62% |
After-tax returns are
calculated using the highest historical individual U.S. federal marginal income
tax rates during the period covered by the table above and do not reflect the
impact of state and local taxes. Actual after-tax returns depend
on an investor’s tax situation and may differ from those shown. After-tax returns shown are
not relevant to investors who hold their Shares through tax-deferred
arrangements such as an individual retirement account (“IRA”) or other
tax-advantaged accounts.
In
certain instances, the figure representing “Return After Taxes on Distributions
and Sale of Shares” may be higher than the other return figures for the same
period. A higher after-tax return results when a capital loss occurs upon
redemption and provides an assumed tax deduction that benefits the
investor.
INVESTMENT
ADVISER
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| Investment
Adviser: |
Empowered
Funds, LLC dba EA Advisers (the “Adviser”) |
| Investment
Sub-Adviser: |
Stock
Snips, Inc. (“Sub-Adviser” or
“StockSnips”) |
PORTFOLIO
MANAGERS
Ravindra
Koka, Robert Lindenberg and Leandro Lopez-Leon are each a portfolio manager to
the Fund and collectively are primarily responsible for the day-to-day
management of the Fund since its inception in April, 2024.
PURCHASE
AND
SALE
OF SHARES
Individual
Shares are listed on a national securities exchange and may only be purchased
and sold in the secondary market through a broker-dealer at a market price.
Because Shares trade at market prices rather than NAV, Shares may trade at a
price greater than NAV (at a “premium”) or less than NAV (at a “discount”). An
investor may incur costs attributable to the difference between the highest
price a buyer is willing to pay to purchase Shares (bid) and the lowest price a
seller is willing to accept for Shares (ask) when buying and selling Shares in
the secondary market (the “bid/ask spread”).
TAX
INFORMATION
The
Fund’s distributions generally are taxable to you as ordinary income, capital
gain, or some combination of both, unless your investment is made through an
Individual Retirement Account (“IRA”) or other tax-advantaged account. However,
subsequent withdrawals from such a tax-advantaged account may be subject to U.S.
federal income tax. You should consult your own tax advisor about your specific
tax situation.
PURCHASES
THROUGH BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If
you purchase Shares through a broker-dealer or other financial intermediary, the
Fund and its related companies may pay the intermediary for the sale of Shares
and related services. These payments may create a conflict of interest by
influencing the broker-dealer or other intermediary and your salesperson to
recommend Shares over another investment. Ask your salesperson or visit your
financial intermediary’s website for more information.
ADDITIONAL
INFORMATION ABOUT THE FUND’S INVESTMENT OBJECTIVE AND PRINCIPAL INVESTMENT
STRATEGIES
The
Fund’s investment objective is to provide long-term capital appreciation. The
Fund’s investment objective is a non-fundamental investment policy and may be
changed without a vote of shareholders upon prior written notice to
shareholders. Under normal circumstances, the Fund invests at least 95% of its
net assets (plus the amounts of any borrowings for investment purposes) in
securities of U.S.-listed large, mid and small capitalization
companies.
Under
normal conditions, the Fund seeks to invest at least 80% of its net assets (plus
the amounts of any borrowings for investment purposes) in securities of
U.S.-listed large, mid and small capitalization companies. The Fund’s 80% policy
is non-fundamental and can be changed without shareholder approval.
ADDITIONAL
INFORMATION ABOUT THE FUND’S PRINCIPAL INVESTMENT RISKS
The
following information is in addition to, and should be read along with, the
description of the Fund’s principal investment risks in the sections titled
“Fund Summary—Principal Investment Risks” above.
AI
Model Risk.
The Fund’s investment strategies rely heavily upon AI to derive sentiment
signals which guide investment decisions. While the Sub-Adviser employs natural
language processing and algorithms designed to optimize the accuracy and
reliability of these signals, it cannot always guarantee their precision or
correctness. The performance of the Sub-Adviser’s algorithms is intrinsically
linked to the validity of the AI-derived sentiment signals, and any inaccuracies
or errors in these signals, or the data used to derive these signals, may
adversely affect the performance of the Fund. Investors should be aware that all
investment strategies carry inherent risks, and the use of AI to inform
investment decisions introduces an additional layer of complexity and potential
uncertainty.
The
Sub-Adviser’s algorithms do not analyze broad market conditions, macroeconomic
events or potential black swan events, unless they have specific reference to
specific US equities within the article. Additionally, the News Sources that are
analyzed by the algorithms may be biased with respect to the companies that are
included in the news snippets, including the nature of the news stories that are
presented. Some companies may be over or underrepresented based on the
subjective judgments of the news organizations. These limitations may reduce the
ability of the algorithms to effectively analyze investor sentiment and
sentiment momentum, which can cause the signals to diverge from actual investor
sentiment. Moreover, high positive sentiment signals may not correlate with
positive change in the value of a company’s stock and low positive or negative
sentiment signals may not correlate with negative change in the value of a
company’s stock. Additionally, News Sources are susceptible to the following
risks which may disrupt the Sub-Adviser’s ability to receive meaningful
information from such sources: permanent cessation of operations, disruption in
service caused by hardware or software failure, interruptions or delays in
service by third-party data center hosting facilities and maintenance providers,
and evolving internet regulation and other regulations that may limit or
otherwise affect the operations of news companies.
The
Sub-Adviser is committed to conducting ongoing reviews and validations of its AI
processes and algorithms to strive for the highest possible accuracy in the
sentiment signals. However, due to the unpredictable and dynamic nature of
financial markets, as well as the limitations inherent in any AI-based system,
there is no guarantee regarding the accuracy or reliability of the AI-derived
sentiment signals.
Foreign
Investment Risk. The
Fund may invest directly in foreign securities, including non-U.S.
dollar-denominated securities traded outside of the United States and U.S.
dollar-denominated securities of foreign issuers traded in the United States.
Returns on investments in foreign securities could be more volatile than, or
trail the returns on, investments in U.S. securities. Investments in foreign
securities, including investments in ADRs, EDRs, and GDRs, are subject to
special risks, including the following:
•Depositary
Receipt Risk.
The Fund’s investments in foreign companies may be in the form of depositary
receipts, including ADRs, EDRs, and GDRs. ADRs, EDRs, and GDRs are generally
subject to the risks of investing directly in foreign securities and, in some
cases, there may be less information available about the underlying issuers than
would be the case with a direct investment in the foreign issuer. ADRs are U.S.
dollar-denominated receipts representing shares of foreign-based corporations.
GDRs are similar to ADRs but are shares of foreign-based corporations generally
issued by international banks in one or more markets around the world.
Investment in ADRs and GDRs may be more or less liquid than the underlying
shares in their primary trading market and GDRs may be more volatile. Depositary
receipts may be “sponsored” or “unsponsored” and may be unregistered and
unlisted. Sponsored depositary receipts are established jointly by a depositary
and the underlying issuer, whereas unsponsored depositary receipts may be
established by a depositary without participation by the underlying issuer.
Holders of an unsponsored depositary receipt generally bear all the costs
associated with establishing the unsponsored depositary receipt. In addition,
the issuers of the securities underlying unsponsored depositary receipts are not
obligated to disclose material information in the United States and, therefore,
there may be less information available regarding such issuers and there may not
be a correlation between such information and the market value of the depositary
receipts. The Fund’s investments may include ADRs and GDRs that are not
purchased in the public markets and are restricted securities that can be
offered and sold only to “qualified institutional buyers” under Rule 144A
of the Securities Act of 1933, as amended (the “Securities Act”).
ETF
Risks.
•Authorized
Participants, Market Makers and Liquidity Providers Concentration Risk.
The
Fund has a limited number of financial institutions that may act as Authorized
Participants (“APs”). In addition, there may be a limited number of market
makers and/or liquidity providers in the marketplace. To the extent either of
the following events occur, Shares may trade at a material discount to NAV and
possibly face delisting: (i) APs exit the business or otherwise become unable to
process creation and/or redemption orders and no other APs step forward to
perform these services, or (ii) market makers and/or liquidity providers exit
the business or significantly reduce their business activities and no other
entities step forward to perform their functions.
•Premium-Discount
Risk.
The
Shares may trade above or below their net asset value (“NAV”). The market prices
of Shares will generally fluctuate in accordance with changes in NAV as well as
the relative supply of, and demand for, Shares on the Exchange or other
securities exchanges. The trading price of Shares may deviate significantly from
NAV during periods of market volatility or limited trading activity in Shares.
In addition, you may incur the cost of the “spread,” that is, any difference
between the bid price and the ask price of the Shares.
•Cost
of Trading Risk.
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 that an investor is willing to pay for Shares (the “bid”
price) and the price at which an investor is willing to sell Shares (the “ask”
price). This difference in bid and ask prices is often referred to as the
“spread” or “bid/ask spread.” The bid/ask spread varies over time for Shares
based on trading volume and market liquidity, and is generally lower if Shares
have more trading volume and market liquidity and higher if Shares have little
trading volume and market liquidity. Further, increased market volatility may
cause increased bid/ask spreads.
•Trading
Risk.
Although
the Shares are listed on the Exchange, there can be no assurance that an active
or liquid trading market for them will develop or be maintained. In addition,
trading in Shares on the Exchange may be halted due to market conditions or for
reasons that, in the view of the Exchange, make trading in Shares inadvisable.
When markets are stressed, Shares could suffer erratic or unpredictable trading
activity, extraordinary volatility or wide bid/ask spreads, which could cause
some market makers and APs to reduce their market activity or “step away” from
making a market in ETF shares. This could cause the Fund’s market price to
deviate, materially, from the NAV, and reduce the effectiveness of the ETF
arbitrage process. Further, trading in Shares on the Exchange is subject to
trading halts caused by extraordinary market volatility pursuant to the “circuit
breaker” rules, which temporarily halt trading on the Exchange when a decline in
the S&P 500 Index during a single day reaches certain thresholds
(e.g.,
7%, 13% and 20%). There can be no assurance that the requirements of the
Exchange necessary to maintain the listing of the Fund will continue to be met
or will remain unchanged. 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.
Equity
Investing Risk. An
investment in the Fund involves risks similar to those of investing in any fund
holding equity securities, such as market fluctuations, changes in interest
rates and perceived trends in stock prices. The values of equity securities
could decline generally or could underperform other investments. In addition,
securities may decline in value due to factors affecting a specific issuer,
market or securities markets generally.
High
Portfolio Turnover Risk.
The Fund’s investment strategy is expected to result in higher turnover rates.
This may increase the Fund’s brokerage commission costs, which could negatively
impact the performance of the Fund. Rapid portfolio turnover also exposes
shareholders to a higher current realization of short-term capital gains,
distributions of which would generally be taxed to you as ordinary income and
thus cause you to pay higher taxes.
Investment
Risk.
When you sell your Shares, they could be worth less than what you paid for them.
The Fund could lose money due to short-term market movements and over longer
periods during market downturns. Securities may decline in value due to factors
affecting securities markets generally or particular asset classes or industries
represented in the markets. The value of a security may decline due to general
market conditions, economic trends or events that are not specifically related
to the issuer of the security. Geopolitical and other risks, including war,
terrorism, trade disputes, political or economic dysfunction within some
nations, public health crises, and environmental disasters such as earthquakes,
fire, and floods, may add to instability in world economies and volatility in
markets generally. Changes in trade policies and international trade agreements
could affect the economies of many countries in unpredictable ways. The value of
a security may also decline due to factors that affect a particular industry or
group of industries. During a general downturn in the securities markets,
multiple asset classes may be negatively affected. Therefore, you may lose money
by investing in the Fund.
Large-Capitalization
Companies Risk.
Large-capitalization companies may trail the returns of the overall stock
market. Large-capitalization stocks tend to go through cycles of doing better -
or worse - than the stock market in general. These periods have, in the past,
lasted for as long as several years.
Machine
Learning Risk.
The Fund relies on a “machine learning” classification process as well as data
and information supplied by third party news sources, some of which are public
and some of which are subscription based. To the extent the machine learning
process does not perform as designed or as intended, the Fund’s strategy may not
be successfully implemented, and the Fund may lose value. If the News Sources
are incorrect, incomplete or unreliable, any decisions made in reliance thereon
may lead to the inclusion or exclusion of securities that would have been
excluded or included had the information not contained such flaws.
Management
Risk.
The Fund is actively managed and may not meet its investment objective based on
the Sub-Adviser’s or portfolio managers’ success or failure to implement
investment strategies for the Fund. The success of the Fund’s investment program
depends largely on the investment techniques and risk analyses applied by the
Sub-Adviser and the portfolio managers and the skill of the Sub-Adviser and/or
portfolio managers in evaluating, selecting, and monitoring the Fund’s assets.
The Fund could experience losses (realized and unrealized) if the judgment of
the Sub-Adviser or portfolio managers about markets or sectors, or the
attractiveness, intrinsic value, or potential appreciation of particular
investments made for the Fund’s portfolio prove to be incorrect. It is possible
the investment techniques and risk analyses employed on behalf of the Fund will
not produce the desired results.
Mid-Capitalization
Companies Risk.
Investing in securities of mid-capitalization companies involves greater risk
than customarily is associated with investing in larger, more established
companies. These companies’ securities may be more volatile and less liquid than
those of more established companies. Often mid-capitalization companies and the
industries in which they focus are still evolving and, as a result, they may be
more sensitive to changing market conditions.
Frequent
Rebalance Risk. Because
the Sub-Adviser rebalances and reconstitutes the Fund on a bi-weekly basis
(i.e., once every two weeks) based on news data analyzed in connection with such
rebalance (each, a “Rebalance”), (i) the Fund’s exposures may be significantly
influenced by the news environment at or around the time of a Rebalance, and
(ii) changes to the Fund’s exposures may lag investor sentiment and investor
sentiment momentum direction (up or down) by up to approximately two weeks if
such changes first take effect at or around the time of a Rebalance. Such lags
between the implementation of the Sub-Adviser’s signals and changes in market
sentiment may result in periods of underperformance relative to the broader U.S.
market.
More
frequent Rebalances may result in increased portfolio turnover, which may lead
to higher transaction costs, including brokerage commissions and bid-ask
spreads, and may adversely affect the Fund’s performance. In addition, more
frequent Rebalances may cause the Fund to respond to short-term or transitory
market signals or news events, which may increase the risk of rapid changes in
portfolio exposures and could result in increased volatility and potential
underperformance.
Natural
Language Processing Risk.
The Sub-Adviser’s strategy utilizes sentiment signals that are derived using an
automated natural language processing system to rank and select equities. This
is different than traditional classification systems that use fundamental
factors like growth, value, size, and profitability. This may result in equities
that may not otherwise be included in traditional portfolio construction methods
and may lead to a decline in the Fund’s value as compared to the use of more
traditional classification metrics.
Risk
of Investing in the U.S.
A decrease in imports or exports, changes in trade regulations, inflation and/or
an economic recession in the U.S. may have a material adverse effect on the U.S.
economy and the securities listed on U.S. exchanges. Proposed and adopted policy
and legislative changes in the U.S. are changing many aspects of financial,
commercial, public health, environmental, and other regulation and may have a
significant effect on U.S. markets generally, as well as on the value of certain
securities. Governmental agencies project that the U.S. will continue to
maintain elevated public debt levels for the foreseeable future. Although
elevated debt levels do not necessarily indicate or cause economic problems,
elevated public debt service costs may constrain future economic growth.
Circumstances could arise that could prevent the timely payment of interest or
principal on U.S. government debt, such as reaching the legislative “debt
ceiling.” Such non-payment would result in substantial negative consequences for
the U.S. economy and the global financial system. If U.S. relations with certain
countries deteriorate, it could adversely affect U.S. issuers as well as
non-U.S. issuers that rely on the U.S. for trade. The U.S. has also experienced
increased internal unrest and discord. If these trends were to continue, it may
have an adverse impact on the U.S. economy and the issuers in which the Fund
invests.
Sector
Risk. To
the extent the Fund invests more heavily in particular sectors of the economy,
its performance will be especially sensitive to developments that significantly
affect those sectors. The Fund may invest a significant portion of its assets in
the following sectors and, therefore, the performance of the Fund could be
negatively impacted by events affecting each of these sectors.
•Information
Technology Sector Risk.
The Fund may invest in companies in the technology sector, and therefore the
performance of the Fund could be negatively impacted by events affecting this
sector. Market or economic factors impacting technology companies and companies
that rely heavily on technological advances could have a significant effect on
the value of the Fund’s investments. The value of stocks of technology companies
and companies that rely heavily on technology is particularly vulnerable to
rapid changes in technology product cycles, rapid product obsolescence,
government regulation and competition, both domestically and internationally,
including competition from foreign competitors with lower production costs.
Stocks of technology companies and companies that rely heavily on technology,
especially those of smaller, less-seasoned companies, tend to be more volatile
than the overall market. Technology companies are heavily dependent on patent
and intellectual property rights, the loss or impairment of which may adversely
affect profitability. Additionally, companies in the technology sector may face
dramatic and often unpredictable changes in growth rates and competition for the
services of qualified personnel.
•Financials
Sector Risk.
This sector, which includes banks, insurance companies, and financial service
firms, can be significantly affected by changes in interest rates, government
regulation, the rate of defaults on corporate, consumer and government debt, the
availability and cost of capital, and fallout from the housing and sub-prime
mortgage crisis. Banks, in particular, are subject to volatile interest rates,
severe price competition, and extensive government oversight and regulation,
which may limit certain economic activities available to banks, impact their
fees and overall profitability, and establish capital maintenance requirements.
In addition, banks may have concentrated portfolios of loans or investments that
make them vulnerable to economic conditions that affect that industry. Insurance
companies are subject to similar risks as banks, including adverse economic
conditions, changes in interest rates, increased competition and government
regulation, but insurance companies are more at risk from changes in tax law,
government imposed premium rate caps, and catastrophic events, such as
earthquakes, floods, hurricanes and terrorist acts. This sector has experienced
significant losses in the recent past, and the impact of higher interest rates,
more stringent capital requirements, and of recent or future regulation on any
individual financial company, or on the sector as a whole, cannot be predicted.
In recent years, cyber attacks and technology malfunctions and failures have
become increasingly frequent in the financial sector and have caused significant
losses.
Small-Capitalization
Companies Risk.
Investing in securities of small-capitalization companies involves greater risk
than customarily is associated with investing in larger, more established
companies. Small-capitalization companies often have less predictable earnings,
more limited product lines, markets, distribution channels and financial
resources, and the management of such companies may be dependent upon one or few
people. Price movements of small-capitalization companies may be more volatile
than mid-capitalization and large-capitalization companies.
FUND
MANAGEMENT
Investment
Adviser
Empowered
Funds, LLC dba EA Advisers serves as the Fund’s investment adviser (the
“Adviser”). The Adviser is located at 3803 West Chester Pike, Suite 150, Newtown
Square, PA 19073 and is wholly-owned by Alpha Architect, LLC. The Adviser is
registered with the Securities and Exchange Commission (“SEC”) under the
Investment Advisers Act of 1940 and provides investment advisory services to the
Fund, other exchange-traded funds, and Alpha Architect, LLC, its parent company.
The Adviser was founded in October 2013.
The
Adviser provides trading, execution and various other administrative services
and supervises the overall daily affairs of the Funds, subject to the general
supervision and control of the Board. The Adviser performs its services to the
Fund pursuant to the terms of an investment advisory agreement (the “Advisory
Agreement”) between the Trust and the Adviser. The Adviser is entitled to
receive the following Advisory Fee: 0.75% (annual rate as a percentage of
average daily net assets). For the fiscal year ended January 31, 2026, the
aggregate advisory fee paid to the Adviser was 0.71% as a percentage of average
daily net assets.
The
Adviser (or an affiliate of the Adviser) bears all of the Adviser’s own costs
associated with providing these advisory services and all expenses of the Fund,
except for the fee payment under the Advisory Agreement, payments under the
Fund’s Rule 12b-1 Distribution and Service Plan (the “Plan”), brokerage
expenses, acquired fund fees and expenses (including affiliated funds’ fees and
expenses), taxes (including tax-related services), interest (including borrowing
costs), litigation expense (including class action-related services) and other
non-routine or extraordinary expenses.
The
Advisory Agreement for the Fund provides that it may be terminated at any time,
without the payment of any penalty, by the Board or, with respect to the Fund,
by a majority of the outstanding shares of the Fund, on 60 days’ written notice
to the Adviser, and by the Adviser upon 60 days’ written notice, and that it
shall be automatically terminated if it is assigned.
Investment
Sub-Adviser
The
Adviser has retained Stock Snips, Inc. (the “Sub-Adviser”), an investment
adviser registered with the SEC, to provide sub-advisory services for the Fund.
The Sub-Adviser’s principal office is located at 800 Vinial Street, B 404,
Pittsburgh, PA 15212. The Sub-Adviser was founded in 2016 and licenses its
algorithmic technology to other investment advisors. The Sub-Adviser is not
responsible for selecting brokers or placing the Fund’s trades. Rather, the
Sub-Adviser provides trade recommendations to the Adviser and, in turn, the
Adviser is responsible for selecting brokers and placing the Fund’s trades. It
is anticipated that the Adviser will generally adhere to the Sub-Adviser’s
recommendations.
For
its services, the Adviser pays the Sub-Adviser a fee, which is calculated daily
and paid monthly, at an annual rate based on the Fund’s average daily net assets
as follows: 0.38% (annual rate as a percentage of average daily net assets).
Fund
Sponsor
The
Adviser has entered into a fund sponsorship agreement with the Sub-Adviser
pursuant to which the Sub-Adviser is also the sponsor of the Fund (“Fund
Sponsor”). Under this arrangement, the Fund Sponsor has agreed to provide
financial support to the Fund (as described below) and, in turn, the Adviser has
agreed to share with the Fund Sponsor a portion of profits, if any, generated by
the Fund’s Advisory Fee (also as described below). Every month, the Advisory
Fee, which is a unitary management fee, is calculated and paid to the Adviser.
If
the amount of the unitary management fee exceeds the Fund’s operating expenses
and the Adviser-retained amount, the Adviser pays the net total to the Fund
Sponsor. The amount paid to the Fund Sponsor represents both the sub-advisory
fee and any remaining profits from the Advisory Fee. During months where there
are no profits or the funds are not sufficient to cover the entire sub-advisory
fee, the sub-advisory fee is automatically waived.
If
the amount of the unitary management fee is less than the Fund’s operating
expenses and the Adviser-retained amount, the Fund Sponsor is obligated to
reimburse the Adviser for the shortfall.
The
Adviser-retained amount represents an agreed upon fee arrangement between the
Adviser and Fund Sponsor. This arrangement calls for the Fund Sponsor to pay the
Adviser a fee and reimburse the Adviser for certain Fund operating expenses it
paid pursuant to the Advisory Agreement.
APPROVAL
OF ADVISORY AGREEMENT & INVESTMENT SUB-ADVISORY AGREEMENT
A
discussion regarding the basis for the Board’s approval of the Advisory
Agreement and the Sub-Advisory Agreement with respect to the Fund is available
in the Fund’s Form
N-CSR
for the fiscal period ended July 31, 2024.
PORTFOLIO
MANAGERS
Ravindra
Koka, Robert Lindenberg and Leandro Lopez-Leon are the portfolio managers and
are primarily responsible for the day-to-day management of the
Fund.
Ravindra
Koka, Founder and CEO of Stock Snips, Inc. since 2016, brings over three decades
of extensive technology and R&D experience, with a particular focus on AI
and Natural Language Processing (NLP). His pioneering research in applying NLP
and Machine Learning to analyze news sentiment has been instrumental in the
successful development and launch of StockSnips’ innovative solutions for the
investment industry. Holding a Master’s Degree in Computer Science, Mr. Koka is
a seasoned serial entrepreneur, noted for his successful ventures including the
IPO of SEEC Inc in 1997, a company recognized for its leadership in application
modernization and transformation. His entrepreneurial acumen was recognized when
he was honored with the Ernst & Young Entrepreneur of the Year award in
1997. Mr. Koka’s collaboration with Carnegie Mellon University faculty and
students highlights his commitment to ongoing research and development in the
field. At StockSnips, Mr. Koka and his team have innovated the use of News
Sentiment as a proxy measure for Investor Sentiment, a vital component in the
construction of
investment
portfolios. This approach complements traditional fundamental factors and
leverages investor emotions as a new factor in portfolio management. Since 2020,
Mr. Koka has been actively involved in overseeing the construction and
deployment of investment portfolios that leverage Investor Sentiment. These
models have been implemented by investment advisors who license them from
StockSnips. As an author of several articles and white papers on the future of
AI in investing, and a frequent speaker at leading investment and wealth
management conferences, Mr. Koka is recognized as a thought leader in the field.
His insights continue to shape the landscape of AI-driven investment
strategies.
Robert
Lindenberg is Head of Development and Operations at StockSnips since 2016. Mr.
Lindenberg has 10 years of experience building scalable NLP applications and
NOSQL databases. Mr. Lindenberg oversees development and operations at
StockSnips. He earned a Computer Science degree, graduating Magna Cum Laude, and
uses his extensive experience in Big Data, Neural Networks, and Amazon Web
Services to ensure high accuracy and availability of StockSnips signals and
models.
Leandro
Lopez-Leon is a quantitative analyst at StockSnips since January 2022. He is a
graduate of Carnegie Mellon University in 2022, with a BS in Statistics and
Machine Learning, who specializes in applying Machine Learning and statistical
methods to model complex systems. Prior to university, Mr. Lopez-Leon was a
Research Intern at FIU Cyber-Physical Systems Security Lab in 2018 and served as
a Core Storage Software Engineering Intern at NetApp, Inc. in 2019 and 2021. He
was also a Teacher Assistant at CMU Computational Biology Department 2021. He
has 4 years of experience building portfolio models. His research at StockSnips
involves use of AI and data science to optimize portfolio construction using
News Sentiment signals and other fundamentals and macro-economic
data.
The
Fund’s Statement of Additional Information (“SAI”) provides additional
information about the portfolio managers, including other accounts each manages,
their ownership in the Fund, and compensation.
OTHER
SERVICE PROVIDERS
PINE
Distributors LLC (the “Distributor”) serves as the distributor of Creation Units
(defined above) for the Fund on an agency basis. The Distributor does not
maintain a secondary market in Shares.
U.S.
Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services, is
the administrator, fund accountant, and transfer agent for the Fund.
U.S.
Bank National Association is the custodian for the Fund.
Practus,
LLP, 11300 Tomahawk Creek Parkway, Suite 310, Leawood, Kansas 66211, serves as
legal counsel to the Trust.
Tait,
Weller & Baker LLP, 50 South 16th Street, Suite 2900, Philadelphia,
Pennsylvania 19102, serves as the Fund’s independent registered public
accounting firm. The independent registered public accounting firm is
responsible for auditing the annual financial statements of the Fund.
THE
EXCHANGE
Shares
are not sponsored, endorsed or promoted by the Exchange. The Exchange is not
responsible for, nor has it participated in, the determination of the timing of,
prices of, or quantities of Shares to be issued, nor in the determination or
calculation of the equation by which Shares are redeemable. The Exchange has no
obligation or liability to owners of Shares in connection with the
administration, marketing or trading of Shares. Without limiting any of the
foregoing, in no event shall the Exchange have any liability for any direct,
indirect, special, punitive, consequential or any other damages (including lost
profits) even if notified of the possibility of such damages.
BUYING
AND SELLING FUND SHARES
The
Fund issues and redeems Shares at NAV only in large blocks known as “Creation
Units,” which only APs (typically, broker-dealers) may purchase or redeem.
Creation Units are generally issued and redeemed only in-kind for securities
although a portion may be in cash.
Shares
will trade on the secondary market, however, which is where most retail
investors will buy and sell Shares. It is expected that only a limited number of
institutional investors, called Authorized Participants or “APs,” will purchase
and redeem Shares directly from the Fund. APs may acquire Shares directly from
the Fund, and APs may tender their Shares for redemption directly to the Fund,
at NAV per Share only in large blocks, or Creation Units. Purchases and
redemptions directly with the Fund must follow the Fund’s procedures, which are
described in the SAI.
Except
when aggregated in Creation Units, Shares are not redeemable with the Fund.
BUYING
AND SELLING SHARES ON THE SECONDARY MARKET
Most
investors will buy and sell Shares in secondary market transactions through
brokers and, therefore, must have a brokerage account to buy and sell Shares.
Shares can be bought or sold through your broker throughout the trading day like
shares of any publicly traded issuer. The Trust does not impose any redemption
fees or restrictions on redemptions of Shares in the secondary market. When
buying or selling Shares through a broker, you will incur customary brokerage
commissions and charges, and you
may
pay some or all of the spread between the bid and the offered prices in the
secondary market for Shares. The price at which you buy or sell Shares
(i.e.,
the market price) may be more or less than the NAV of the Shares. Unless imposed
by your broker, there is no minimum dollar amount you must invest in the Fund
and no minimum number of Shares you must buy.
Shares
of the Fund are listed on the Exchange under the following symbol:
|
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| Fund |
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Trading
Symbol |
| StockSnips
AI-Powered Sentiment US All Cap ETF |
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NEWZ |
The
Exchange is generally open Monday through Friday and is closed for weekends and
the following holidays: New Year’s Day, Martin Luther King, Jr. Day,
Washington’s Birthday, Good Friday, Memorial Day, Juneteenth National
Independence Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas
Day.
For
information about buying and selling Shares on the Exchange or in the secondary
markets, please contact your broker or dealer.
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, will be the
registered owner of all outstanding Shares and is recognized as the owner of all
Shares. Participants in DTC include securities brokers and dealers, banks, trust
companies, clearing corporations and other institutions that directly or
indirectly maintain a custodial relationship with DTC. As a beneficial owner of
Shares, you are not entitled to receive physical delivery of stock certificates
or to have Shares registered in your name, and you are not considered a
registered owner of Shares. Therefore, to exercise any right as an owner of
Shares, you must rely on the procedures of DTC and its participants. These
procedures are the same as those that apply to any stocks that you hold in book
entry or “street name” through your brokerage account. Your account information
will be maintained by your broker, which will provide you with account
statements, confirmations of your purchases and sales of Shares, and tax
information. Your broker also will be responsible for distributing income
dividends and capital gain distributions and for ensuring that you receive
shareholder reports and other communications from the Fund.
Share
Trading Prices.
The trading prices of Shares may differ from the Fund’s daily NAV and can be
affected by market forces of supply and demand for Shares, the prices of the
Fund’s portfolio securities, economic conditions and other factors.
The
Exchange, through the facilities of the Consolidated Tape Association or another
market information provider, intends to disseminate the approximate value of the
Fund’s portfolio every fifteen seconds during regular U.S. trading hours. This
approximate value should not be viewed as a “real-time” update of the NAV of the
Fund because the approximate value may not be calculated in the same manner as
the NAV, which is computed once a day. The quotations for certain investments
may not be updated during U.S. trading hours if such holdings do not trade in
the U.S., except such quotations may be updated to reflect currency
fluctuations. The Fund is not involved in, or responsible for, the calculation
or dissemination of the approximate values and makes no warranty as to the
accuracy of these values.
Continuous
Offering.
The method by which Creation Units of Shares are created and traded may raise
certain issues under applicable securities laws. Because new Creation Units of
Shares are issued and sold by the Fund on an ongoing basis, a “distribution,” as
such term is used in the Securities Act, may occur at any point. Broker-dealers
and other persons are cautioned that some activities on their part may,
depending on the circumstances, result in their being deemed participants in a
distribution in a manner which could render them statutory underwriters and
subject them to the prospectus delivery requirements and liability provisions of
the Securities Act. For example, a broker-dealer firm or its client may be
deemed a statutory underwriter if it takes Creation Units after placing an order
with the Distributor, breaks them down into constituent Shares and sells the
Shares directly to customers or if it chooses to couple the creation of a supply
of new Shares with an active selling effort involving solicitation of secondary
market demand for Shares. A determination of whether one is an underwriter for
purposes of the Securities Act must take into account all the facts and
circumstances pertaining to the activities of the broker-dealer or its client in
the particular case, and the examples mentioned above should not be considered a
complete description of all the activities that could lead to a characterization
as an underwriter.
Broker-dealer
firms should also note that dealers who are not “underwriters” but are effecting
transactions in Shares, whether or not participating in the distribution of
Shares, are generally required to deliver a prospectus. This is because the
prospectus delivery exemption in Section 4(a)(3) of the Securities Act is
not available in respect of such transactions as a result of Section 24(d)
of the Investment Company Act of 1940, as amended (the “Investment Company
Act”). As a result, broker-dealer firms should note that dealers who are not
“underwriters” but are participating in a distribution (as contrasted with
engaging in ordinary secondary market transactions) and thus dealing with the
Shares that are part of an overallotment within the meaning of Section
4(a)(3)(C) of the Securities Act, will be unable to take advantage of the
prospectus delivery exemption provided by Section 4(a)(3) of the Securities Act.
For delivery of prospectuses to exchange members, the prospectus delivery
mechanism of Rule 153 under the Securities Act is only available with respect to
transactions on a national exchange.
ACTIVE
INVESTORS AND MARKET TIMING
The
Board has evaluated the risks of market timing activities by the Fund’s
shareholders. The Board noted that Shares can be purchased and redeemed directly
from the Fund only in Creation Units by APs and that the vast majority of
trading in Shares occurs on the secondary market. Because the secondary market
trades do not directly involve the Fund, it is unlikely those trades would cause
the harmful effects of market timing, including dilution, disruption of
portfolio management, increases in the Fund’s trading costs and the realization
of capital gains. With regard to the purchase or redemption of Creation Units
directly with the Fund, to the extent effected in-kind (i.e.,
for securities), the Board noted that those trades do not cause the harmful
effects (as previously noted) that may result from frequent cash trades. To the
extent trades are effected in whole or in part in cash, the Board noted that
those trades could result in dilution to the Fund and increased transaction
costs, which could negatively impact the Fund’s ability to achieve its
investment objective, although in certain circumstances (e.g.,
in conjunction with a reallocation of the Fund’s investments), such trades may
benefit Fund shareholders by increasing the tax efficiency of the Fund. The
Board also noted that direct trading by APs is critical to ensuring that Shares
trade at or close to NAV. In addition, the Fund will impose transaction fees on
purchases and redemptions of Shares to cover the custodial and other costs
incurred by the Fund in effecting trades. Given this structure, the Board
determined that it is not necessary to adopt policies and procedures to detect
and deter market timing of Shares.
DISTRIBUTION
AND SERVICE PLAN
The
Fund has adopted the Plan pursuant to Rule 12b-1 under the Investment Company
Act. Under the Plan, the Fund may be authorized to pay distribution fees of up
to 0.25% of its average daily net assets each year to the Distributor and other
firms that provide distribution and shareholder services (“Service Providers”).
As of the date of this Prospectus, the maximum amount payable under the Plan is
set at 0% until further action by the Board. In the event 12b-1 fees are
charged, over time they would increase the cost of an investment in the Fund
because they would be paid on an ongoing basis.
NET
ASSET VALUE
The
NAV of Shares is calculated each business day as of the close of regular trading
on the New York Stock Exchange (“NYSE”), generally 4:00 p.m., Eastern time.
The
Fund calculates its NAV per Share by:
•Taking
the current market value of its total assets,
•Subtracting
any liabilities, and
•Dividing
that amount by the total number of Shares owned by shareholders.
If
you buy or sell Shares on the secondary market, you will pay or receive the
market price, which may be higher or lower than NAV. Your transaction will be
priced at NAV only if you purchase or redeem your Shares in Creation Units.
Equity
securities that are traded on a national securities exchange, except those
listed on the NASDAQ Global Market®
(“NASDAQ”) are valued at the last reported sale price on the exchange on which
the security is principally traded. Securities traded on NASDAQ will be valued
at the NASDAQ Official Closing Price (“NOCP”). If, on a particular day, an
exchange-traded or NASDAQ security does not trade, then the most recent quoted
bid for exchange traded or the mean between the most recent quoted bid and ask
price for NASDAQ securities will be used. Equity securities that are not traded
on a listed exchange are generally valued at the last sale price in the
over-the-counter market. If a nonexchange traded security does not trade on a
particular day, then the mean between the last quoted closing bid and asked
price will be used.
Redeemable
securities issued by open-end investment companies are valued at the investment
company’s applicable net asset value, with the exception of exchange-traded
open-end investment companies which are priced as equity
securities.
If
a market price is not readily available or is deemed not to reflect market
value, the Fund will determine the price of the security held by the Fund based
on a determination of the security’s fair value pursuant to policies and
procedures approved by the Board.
To
the extent the Fund holds securities that may trade infrequently, fair valuation
may be used more frequently. Fair valuation may have the effect of reducing
stale pricing arbitrage opportunities presented by the pricing of Shares.
However, when the Fund uses fair valuation to price securities, it may value
those securities higher or lower than another fund would have priced the
security. Also, the use of fair valuation may cause the Shares’ NAV performance
to diverge from the Shares’ market price and from the performance of various
benchmarks used to compare the Fund’s performance because benchmarks generally
do not use fair valuation techniques. Because of the judgment involved in fair
valuation decisions, there can be no assurance that the value ascribed to a
particular security is accurate.
FUND
WEBSITE AND DISCLOSURE OF PORTFOLIO HOLDINGS
The
Trust maintains a website for the Fund at https://stocksnipsetfs.ai/. Among
other things, the website includes this Prospectus and the SAI, the Fund’s
annual
and semi-annual
reports to shareholders, financial information, holdings, and proxy information.
The
website shows the Fund’s daily NAV per share, market price, and premium or
discount, each as of the prior business day. The website also shows the extent
and frequency of the Fund’s premiums and discounts. Further, the website
includes the Fund’s median bid-ask spread over the most recent thirty calendar
days.
Each
day the Fund is open for business, the Trust publicly disseminates the Fund’s
full portfolio holdings as of the close of the previous day through its website
at https://stocksnipsetfs.ai/. A description of the Trust’s policies and
procedures with respect to the disclosure of the Fund’s portfolio holdings is
available in the Fund’s SAI.
INVESTMENTS
BY OTHER INVESTMENT COMPANIES
For
purposes of the Investment Company Act, Shares are issued by a registered
investment company and purchases of such Shares by registered investment
companies and companies relying on Section 3(c)(1) or 3(c)(7) of the Investment
Company Act are subject to the restrictions set forth in Section 12(d)(1) of the
Investment Company Act, except as permitted by Rule 6c-11, Rule 12d1-4, or an
exemptive order of the SEC.
DIVIDENDS,
DISTRIBUTIONS, AND TAXES
As
with any investment, you should consider how your investment in Shares will be
taxed. The tax information in this Prospectus is provided as general
information. You should consult your own tax professional about the tax
consequences of an investment in Shares.
Unless
your investment in Shares is made through a tax-exempt entity or tax-deferred
retirement account, such as an IRA, you need to be aware of the possible tax
consequences when:
•Your
Fund makes distributions,
•You
sell your Shares listed on the Exchange, and
•You
purchase or redeem Creation Units.
Dividends
and Distributions
Dividends
and Distributions.
The Fund has qualified and intends to continue to qualify each year as a
regulated investment company under the Internal Revenue Code of 1986, as
amended. As a regulated investment company, the Fund generally pays no U.S.
federal income tax on the income and gains it distributes to you. The Fund
expects to declare and to distribute its net investment income, if any, to
shareholders as dividends annually. The Fund will distribute net realized
capital gains, if any, at least annually. The Fund may distribute such income
dividends and capital gains more frequently, if necessary, in order to reduce or
eliminate U.S. federal excise or income taxes on the Fund. The amount of any
distribution will vary, and there is no guarantee the Fund will pay either an
income dividend or a capital gains distribution. Distributions may be reinvested
automatically in additional whole Shares only if the broker through whom you
purchased Shares makes such option available.
Avoid
“Buying a Dividend.”
At the time you purchase Shares of the Fund, the Fund’s NAV may reflect
undistributed income, undistributed capital gains, or net unrealized
appreciation in value of portfolio securities held by the Fund. For taxable
investors, a subsequent distribution to you of such amounts, although
constituting a return of your investment, would be taxable. Buying Shares in the
Fund just before it declares an income dividend or capital gains distribution is
sometimes known as “buying a dividend.”
Taxes
Tax
Considerations.
The Fund expects, based on its investment objective and strategies, that its
distributions, if any, will be taxable as ordinary income, capital gains, or
some combination of both. This is true whether you reinvest your distributions
in additional Shares or receive them in cash. For U.S. federal income tax
purposes, Fund distributions of short-term capital gains are taxable to you as
ordinary income. Fund distributions of long-term capital gains are taxable to
you as long-term capital gain no matter how long you have owned your Shares. A
portion of income dividends reported by the Fund may be qualified dividend
income eligible for taxation by certain shareholders at long-term capital gain
rates provided certain holding period requirements are met.
Taxes
on Sales of Shares.
A sale or exchange of Shares is a taxable event and, accordingly, a capital gain
or loss will generally be recognized. Currently, any capital gain or loss
realized upon a sale of Shares generally is treated as long-term capital gain or
loss if the Shares have been held for more than one year and as short-term
capital gain or loss if the Shares have been held for one year or less. The
ability to deduct capital losses may be limited.
Medicare
Tax.
An additional 3.8% Medicare tax is imposed on certain net investment income
(including ordinary dividends and capital gain distributions received from the
Fund and net gains from redemptions or other taxable dispositions of Shares) of
U.S. individuals, estates, and trusts to the extent that such person’s “modified
adjusted gross income” (in the case of an individual) or “adjusted gross income”
(in the case of an estate or trust) exceeds a threshold amount. This Medicare
tax, if applicable, is reported by you on, and paid with, your U.S. federal
income tax return.
Backup
Withholding.
By law, if you do not provide the Fund with your proper taxpayer identification
number and certain required certifications, you may be subject to backup
withholding on any distributions of income, capital gains or proceeds from the
sale of your Shares. The Fund also must backup withhold if the Internal Revenue
Service (“IRS”) instructs it to do so. When backup withholding is required, the
amount will be 24% of any distributions or proceeds paid.
State
and Local Taxes.
Fund distributions and gains from the sale or exchange of your Shares generally
are subject to applicable state and local taxes.
Taxes
on Purchase and Redemption of Creation Units.
An AP who exchanges equity securities for Creation Units generally will
recognize a gain or a loss. The gain or loss will be equal to the difference
between the market value of the Creation Units at the time of purchase and the
exchanger’s aggregate basis in the securities surrendered and the cash amount
paid. A person who exchanges Creation Units for equity securities generally will
recognize a gain or loss equal to the difference between the exchanger’s basis
in the Creation Units and the aggregate market value of the securities received
and the cash amount received. The IRS, however, may assert that a loss realized
upon an exchange of securities for Creation Units cannot be deducted currently
under the rules governing “wash sales,” or on the basis that there has been no
significant change in economic position. Persons exchanging securities should
consult their own tax advisor with respect to whether the wash sale rules apply
and when a loss might not be deductible.
Under
current U.S. federal tax laws, any capital gain or loss realized upon redemption
of Creation Units is generally treated as long-term capital gain or loss if the
Shares have been held for more than one year and as a short-term capital gain or
loss if the Shares have been held for one year or less.
If
the Fund redeems Creation Units in cash, it may recognize more capital gains
than it will if it redeems Creation Units in-kind.
Foreign
Tax Credits.
If the Fund qualifies to pass through to you the tax benefits from foreign taxes
it pays on its investments, and elects to do so, then any foreign taxes it pays
on these investments may be passed through to you as a foreign tax
credit.
Non-U.S.
Investors.
Non-U.S. investors may be subject to U.S. federal withholding tax at a 30% or
lower treaty rate and are subject to special U.S. federal tax certification
requirements to avoid backup withholding and claim any treaty benefits. An
exemption from U.S. federal withholding tax is provided for capital gain
dividends paid by the Fund from long-term capital gains, if any. However,
interest-related dividends paid by the Fund from its qualified net interest
income from U.S. sources and short-term capital gain dividends may be exempt
from U.S. withholding provided the Fund makes certain designations and other
requirements are met. Furthermore, notwithstanding such exemptions from U.S.
federal withholding at the source, any such dividends and distributions of
income and capital gains will be subject to U.S. federal backup withholding at a
rate of 24% if you fail to properly certify that you are not a U.S. person. In
addition, U.S. estate tax may apply to Shares of the Fund.
Other
Reporting and Withholding Requirements.
Under the Foreign Account Tax Compliance Act (FATCA), the Fund will be required
to withhold a 30% tax on (i) income dividends paid by the Fund, and (ii)
possibly in the future, certain capital gain distributions and the proceeds
arising from the sale of Shares paid by the Fund, to certain foreign entities,
referred to as foreign financial institutions or non-financial foreign entities,
that fail to comply (or be deemed compliant) with extensive reporting and
withholding requirements designed to inform the U.S. Department of the Treasury
of U.S.-owned foreign investment accounts. The Fund may disclose the information
that it receives from its shareholders to the IRS, non-U.S. taxing authorities
or other parties as necessary to comply with FATCA. Withholding also may be
required if a foreign entity that is a shareholder of the Fund fails to provide
the Fund with appropriate certifications or other documentation concerning its
status under FATCA.
Possible
Tax Law Changes.
At the time that this prospectus is being prepared, various administrative and
legislative changes to the U.S. federal tax laws are under consideration, but it
is not possible at this time to determine whether any of these changes will be
made or what the changes might entail.
This
discussion of “Dividends, Distributions and Taxes” is not intended or written to
be used as tax advice. Because everyone’s tax situation is unique, you should
consult your tax professional about U.S. federal, state, local or foreign tax
consequences before making an investment in the Fund.
FINANCIAL
HIGHLIGHTS
The
financial highlights table is intended to help you understand the Fund’s
financial performance for the period of the Fund’s operations. Certain
information reflects financial results for a single Share. The total returns in
the table represent the rate that an investor would have gained (or lost) on an
investment in the Fund (assuming reinvestment of all dividends and
distributions). The information in the table below has been audited by Tait,
Weller & Baker LLP, an independent registered public accounting firm, whose
report, along with the Fund’s financial statements, is included in the Fund’s
Form
N-CSR,
which is available upon request.
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| INVESTMENT
OPERATIONS: |
LESS
DISTRIBUTIONS FROM: |
SUPPLEMENTAL
DATA AND RATIOS: |
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| For
the period ended |
Net
asset value, beginning of period |
Net
investment income (loss)(a) |
Net
realized and unrealized gain (loss) on investments(b) |
Total
from investment operations |
Net
investment income |
Total
distributions |
ETF
transaction fees per share |
Net
asset value, end of period |
Total
return(c) |
Net
assets, end of period (in thousands) |
Ratio
of expenses to average net assets before expense waiver(d) |
Ratio
of expenses to average net assets after expense waiver(d) |
Ratio
of net investment income (loss) to average net assets(d) |
Portfolio
turnover rate(c)(e) |
| StockSnips
AI-Powered Sentiment US All Cap ETF |
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| 1/31/2026 |
| $29.78 |
0.05 |
(2.50) |
(2.45) |
(0.07) |
(0.07) |
0.00(f) |
$27.26 |
-8.19% |
$18,266 |
0.75% |
0.71% |
0.16% |
614% |
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1/31/2025(g) |
| $24.98 |
0.08 |
4.77 |
4.85 |
(0.05) |
(0.05) |
– |
$29.78 |
19.43% |
$29,181 |
0.75% |
0.65% |
0.35% |
206% |
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| (a) |
Net
investment income (loss) per share has been calculated based on average
shares outstanding during the periods. |
| (b) |
Realized
and unrealized gains and losses per share in the caption are balancing
amounts necessary to reconcile the change in net asset value per share for
the periods, and may not reconcile with the aggregate gains and losses in
the Statement of Operations due to share transactions for the
periods. |
| (c) |
Not
annualized for periods less than one year. |
| (d) |
Annualized
for periods less than one year. |
| (e) |
Portfolio
turnover rate excludes in-kind transactions. |
| (f) |
Amount
represents less than $0.005 per share. |
| (g) |
Inception
date of the Fund was April 11, 2024. |
If
you would like more information about the Fund and the Trust, the following
documents are available free, upon request:
ANNUAL/SEMI-ANNUAL
REPORTS TO SHAREHOLDERS
Additional
information about the Fund is available in its annual
and semi-annual
reports to shareholders and in Form N-CSR. The annual report explains the market
conditions and investment strategies affecting the Fund’s performance during the
last fiscal year. In Form N-CSR, you will find the Fund’s annual and semi-annual
financial statements.
STATEMENT
OF ADDITIONAL INFORMATION
The
SAI dated May 31, 2026, which contains more details about the Fund, is
incorporated by reference in its entirety into this Prospectus, which means that
it is legally part of this Prospectus.
Recent
information regarding the Fund covered by this Prospectus, including its NAV,
market price, premiums and discounts, and bid/ask spreads, is available on the
Fund’s website listed below. To receive a free copy of the latest annual or
semi-annual report, or the SAI, or to request additional information about the
Fund, please contact us as follows:
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| Call: |
(215)
330-4476 |
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| Write: |
3803
West Chester Pike, Suite 150 |
|
| Newtown
Square, PA 19073 |
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| |
| Visit: |
https://stocksnipsetfs.ai/ |
INFORMATION
PROVIDED BY THE SECURITIES AND EXCHANGE COMMISSION
Reports
and other information about the Fund are also available:
•Free
of charge from the SEC’s EDGAR database on the SEC’s website at
http://www.sec.gov; or
Investment
Company Act File No. 811-22961.