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BWM Quality Growth
ETF
Ticker
Symbol: BWQG
Listed
on Cboe BZX Exchange, Inc.
Prospectus
June
25, 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.
BWM
Quality Growth ETF
Fund
Summary
INVESTMENT
OBJECTIVE
The
BWM Quality Growth
ETF
(the “Fund”) seeks to achieve 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) |
|
Management
Fee |
0.70 |
% |
|
Distribution
and/or Service (12b-1) Fees |
0.00 |
% |
|
Other
Expenses1 |
0.00 |
% |
|
Acquired
Fund Fees and Expenses1 |
0.00 |
% |
|
Total
Annual Fund Operating Expenses |
0.70 |
% |
|
| |
|
| |
1
Other Expenses
and Acquired Fund Fees and Expenses (“AFFE”) are estimated for the current
fiscal year. AFFE are indirect fees and expenses that the Fund incurs from
investing in the shares of other investment
companies.
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: |
|
| |
$72 |
$224 |
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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. As of the
date of this Prospectus, the Fund has not yet commenced operations and portfolio
turnover data therefore is not available.
PRINCIPAL INVESTMENT
STRATEGIES
The
Fund is an actively managed exchange-traded fund (“ETF”) managed by Burke Wealth
Management LLC, the Fund’s investment sub-adviser (the “Sub-Adviser”). The Fund
invests primarily in U.S. exchange-traded large-cap equity securities that have
a market capitalization in excess of $50 billion. The Fund may also invest in
mid- and small-capitalization equity securities. The Fund's allocation across
market capitalizations may vary over time, and the Fund is not subject to any
minimum or maximum allocation to companies of any particular size. The Fund
seeks to invest in high-quality companies operating in attractive industries
with long-term growth prospects that exceed those of the broader market.
High-quality companies are defined as those with strong financial health, robust
cash flow generation, and a sustainable competitive position within their
industry. The Sub-Adviser uses a bottoms-up, fundamental, research-driven
approach that focuses on identifying companies with superior growth attributes
and the potential to deliver attractive risk-adjusted returns over a 3–5 year
time horizon.
Under normal circumstances, at least 80% of the Fund’s net assets
(plus the amount of any borrowings for investment purposes) will be invested in
companies that the Sub-Adviser believes have above-average long-term growth
potential. The Sub-Adviser defines a growth company as one, in
its opinion, that offers superior long-term growth, has a sustainable
competitive advantage, and has a strong balance sheet capable of supporting
performance across economic environments. If a company meets these criteria, the
Sub-Adviser performs a detailed financial analysis to determine if the company
is a compelling investment. Valuation is a key factor in the
initial
investment decision and companies that meet all other criteria may be added to a
watchlist if their current valuation is not deemed attractive.
The
Sub-Adviser focuses on businesses it believes demonstrate revenue-driven profit
growth with defensible, and potentially expanding, competitive moats. The
Sub-Adviser seeks to invest the Fund’s assets in securities that typically
exhibit one or more of the following characteristics: they disrupt existing or
inefficient business models; they
possess network effects that are difficult to replicate; or
they generate growing streams of recurring revenue. Initial investment
weightings generally range from 2% to 10%, which reflects the Sub-Adviser’s
assessment of each stock’s risk-adjusted return potential.
The
Fund maintains a concentrated portfolio, generally consisting of the firm’s
highest-conviction investment ideas.
The
Sub-Adviser may also invest the Fund’s assets in American Depositary Receipts
(“ADRs”) and other registered investment companies.
The
Fund is classified as “non-diversified” under the Investment Company Act of
1940, as amended.
The Sub-Adviser may sell a portfolio holding when a company’s results,
capital allocation, or other developments are not in line with the Sub-Adviser’s
investment thesis, when valuation distortions warrant a weighting change, or
when new, more attractive opportunities require portfolio
adjustments.
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.”
Growth
Investing Risk.
The Fund invests in growth securities, which may be more volatile than other
types of investments, may perform differently than the market as a whole and may
underperform when compared to securities with different investment parameters.
Under certain market conditions, growth securities have performed better during
the later stages of economic recovery (although there is no guarantee that they
will continue to do so). Therefore, growth securities may go in and out of favor
over time.
Large-Capitalization
Companies Risk.
Large-capitalization companies may be less able than smaller capitalization
companies
to
adapt to changing market conditions. Large capitalization companies may be more
mature and subject to more limited growth
potential
compared with smaller capitalization companies. During different market cycles,
the performance of large-capitalization
companies
has trailed the overall performance of the broader securities
markets.
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 a
small number of individuals. 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.
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.
Non-Diversification
Risk. Because the Fund is non-diversified, it may be more sensitive to
economic, business, political or other changes affecting individual issuers or
investments than a diversified fund, which may result in greater fluctuation in
the value of the Shares and greater risk of loss.
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.
Allocation
Risk. The
Fund’s performance and risks depend in part on the Sub-Adviser’s skill in
selecting and weighting the Fund’s investments. The Sub-Adviser’s evaluations
and assumptions regarding the Fund’s exposure to common stocks and/or ETFs,
domestic and/or international markets, may differ from actual market
conditions.
Risk
of Investing in Other ETFs. Because
the Fund may invest in other ETFs, the Fund’s investment performance is impacted
by the investment performance of the selected underlying ETFs. An investment in
the Fund is subject to the risks associated with the ETFs that then-currently
comprise the Fund’s portfolio. At times, certain of the segments of the market
represented by the Fund’s underlying ETFs may be out of favor and underperform
other segments. The Fund will indirectly pay a proportional share of the
expenses of the underlying ETFs in which it invests (including operating
expenses and management fees), which are identified in the fee table above as
“Acquired Fund Fees and Expenses.”
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.
Depositary
Receipt Risk.
ADRs 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. In addition to the risks of investing in foreign securities,
there is no guarantee that an ADR issuer will continue to offer a particular
ADR. As a result, the Fund may have difficulty selling the ADRs, or selling them
quickly and efficiently at the prices at which they have been valued.
Investments in ADRs may be more or less liquid than the underlying shares in
their primary trading market.
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 Cboe BZX Exchange, Inc. (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.
•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 (which is
often the case for funds that are newly launched or small in
size).
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.
Market
Risk.
The Fund’s investments are subject to changes in general economic conditions,
general market fluctuations, and the risks inherent in investment in interest
rate sensitive markets. Interest rate markets can be volatile and prices of
investments can change substantially due to various factors including, but not
limited to, economic growth or recession, the investment’s average time to
maturity, changes in interest rates, changes in the actual or perceived
creditworthiness of issuers, and general market liquidity. The Fund is subject
to the risk that geopolitical events will disrupt securities markets and
adversely affect global economies and markets. Local, regional, or global events
such as war, acts of terrorism, the spread of infectious illness or other public
health issues, or other events could have a significant impact on the Fund and
its investments.
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 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.
New
Fund Risk. The Fund is a recently organized investment company with no operating
history. As a result, prospective investors have no track record or history on
which to base their investment decision. There can be no assurance that the Fund
will grow to or maintain an economically viable size.
Small
Number of Holdings Risk.
The Fund’s portfolio may, at times, contain fewer securities than the portfolios
of other funds, which increases the risk that the value of the Fund could go
down because of the poor performance of one or a few investments. Therefore, the
Fund’s performance may be more vulnerable to changes in the market value of a
single issuer and more susceptible to risks associated with a single economic,
political, or regulatory occurrence than a fund that has a higher number of
holdings. An individual security may be more volatile, and may perform
differently, than the market as a whole.
In-Kind
Contribution Risk. At its launch, the Fund expects to acquire a material amount of
assets through one or more in-kind contributions that are intended to qualify as
tax-deferred transactions governed by Section 351 of the Internal Revenue Code.
If one or more of the in-kind contributions were to fail to qualify for
tax-deferred treatment, then the Fund would not take a carryover tax basis in
the applicable contributed assets and would not benefit from a tacked holding
period in those assets. This could cause the Fund to incorrectly calculate and
report to shareholders the amount of gain or loss recognized and/or the
character of gain or loss (e.g., as long-term or short-term) on the subsequent
disposition of such assets.
PERFORMANCE
Performance
information is not provided below because the Fund has not yet been in operation
for one full calendar year. When provided, the information will
provide some indication of the risks of investing in the Fund by showing how the
Fund’s average annual returns compare with a broad measure of market
performance. Past performance does not
necessarily indicate how the Fund will perform in the future.
Updated performance information will be available at https://bwmqualitygrowth.com/.
INVESTMENT
ADVISER & INVESTMENT SUB-ADVISER
|
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| Investment
Adviser: |
Empowered
Funds, LLC dba EA Advisers (the “Adviser”) |
| Investment
Sub-Adviser: |
Burke
Wealth Management LLC (the “Sub-Adviser”) |
PORTFOLIO
MANAGERS
Kenneth
M. Burke Jr. is the portfolio manager and the person primarily responsible for
the day-to-day management of the Fund. Mr. Burke has served as the portfolio
manager of the Fund since its inception.
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 a non-fundamental investment policy and may be
changed without a vote of shareholders upon prior written notice to
shareholders.
Temporary
Defensive Positions.
From time to time, the Fund may take temporary defensive positions that are
inconsistent with its principal investment strategies in attempting to respond
to adverse market, economic, political, or other conditions. In those instances,
the Fund may hold up to 100% of its assets in cash; short-term U.S. government
securities and government agency securities; investment grade money market
instruments; money market mutual funds; investment grade fixed income
securities; repurchase agreements; commercial paper; cash equivalents; and
exchange-traded investment vehicles that principally invest in the foregoing
instruments. As a result of engaging in these temporary measures, the Fund may
not achieve its investment objective.
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.
Growth
Investing Risk.
The Fund invests in growth securities, which may be more volatile than other
types of investments, may perform differently than the market as a whole and may
underperform when compared to securities with different investment parameters.
Under certain market conditions, growth securities have performed better during
the later stages of economic recovery (although there is no guarantee that they
will continue to do so). Therefore, growth securities may go in and out of favor
over time.
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. Larger, more established companies may be
slow to respond to challenges and may grow more slowly than smaller
companies.
Mid-Capitalization
Companies Risk.
The securities of mid-capitalization companies may be more vulnerable to adverse
issuer, market, political, or economic developments than securities of
larger-capitalization companies. The securities of mid-capitalization companies
generally trade in lower volumes and are subject to greater and more
unpredictable price changes than larger capitalization stocks or the stock
market as a whole. Some of these companies have limited product lines, markets,
and financial and managerial resources and tend to concentrate on fewer
geographical markets relative to larger capitalization companies.
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 a
small number of individuals. Price movements of small-capitalization companies
may be more volatile than mid-capitalization and large-capitalization
companies.
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.
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.
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.
Depositary
Receipt Risk.
ADRs 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. In addition to the risks of investing in foreign securities,
there is no guarantee that an ADR issuer will continue to offer a particular
ADR. As a result, the Fund may have difficulty selling the ADRs, or selling them
quickly and efficiently at the prices at which they have been valued.
Investments in ADRs may be more or less liquid than the underlying shares in
their primary trading market. ADRs may be sponsored or unsponsored. The issuers
of unsponsored ADRs are not obligated to disclose information that is considered
material in the U.S. and voting rights with respect to the deposited securities
are not passed through. ADRs may not track the prices of the underlying foreign
securities on which they are based, and their values may change materially at
times when U.S. markets are not open for trading.
Market
Risk.
The Fund’s net asset value and investment return will fluctuate based upon
changes in the value of its portfolio securities. Stock prices change daily as a
result of many factors, including developments affecting the condition of both
individual companies and the market in general. The price of a stock may even be
affected by factors unrelated to the value or condition of its issuer, such as
changes in interest rates, national and international economic and/or political
conditions and general equity market conditions. In a declining stock market,
prices for all companies (including those in the Fund’s portfolio) may decline
regardless of their long-term prospects. The Fund’s performance per share will
change daily in response to such factors.
Non-Diversification
Risk.
Because the Fund is non-diversified, it may be more sensitive to economic,
business, political or other changes affecting individual issuers or investments
than a diversified fund, which may result in greater fluctuation in the value of
the Shares and greater risk of loss.
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. Different types
of equity securities tend to go through cycles of outperformance and
underperformance in comparison to the general securities markets. In addition,
securities may decline in value due to factors affecting a specific issuer,
market or securities markets generally. Recent turbulence in financial markets
and reduced liquidity in credit and fixed income markets may negatively affect
many issuers worldwide, which may have an adverse effect on the Fund.
Allocation
Risk. The
Fund’s performance and risks depend in part on the Sub-Adviser’s skill in
selecting and weighting the Fund’s investments. The Sub-Adviser’s evaluations
and assumptions regarding the Fund’s exposure to common stocks and/or ETFs,
domestic and/or international markets, may differ from actual market
conditions.
Risk
of Investing in Other ETFs. Because
the Fund may invest in other ETFs, the Fund’s investment performance is impacted
by the investment performance of the selected underlying ETFs. An investment in
the Fund is subject to the risks associated with the ETFs that then-currently
comprise the Fund’s portfolio. At times, certain of the segments of the market
represented by the Fund’s underlying ETFs may be out of favor and underperform
other segments. The Fund will indirectly pay a proportional share of the
expenses of the
underlying
ETFs in which it invests (including operating expenses and management fees),
which are identified in the fee table above as “Acquired Fund Fees and
Expenses.”
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 Cboe BZX Exchange, Inc. (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.
Sector
Risk.
To the extent the Fund invests more heavily in one sector or sub-sector of the
market, it thereby presents a more concentrated risk and its performance will be
especially sensitive to developments that significantly affect those sectors or
sub-sectors. In addition, the value of the Fund’s shares may change at different
rates compared to the value of shares of a fund with investments in a more
diversified mix of sectors and industries. An individual sector or sub-sector of
the market may have above-average performance during particular periods but may
also move up and down more than the broader market. The several industries that
constitute a sector may all react in the same way to economic, political or
regulatory events. The Fund’s performance could also be affected if the sectors
or sub-sectors do not perform as expected. Alternatively, the lack of exposure
to one or more sectors or sub-sectors may adversely affect performance.
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.
New
Fund Risk.
The Fund is a recently organized investment company with no operating history.
As a result, prospective investors have no track record or history on which to
base their investment decision. There can be no assurance that the Fund will
grow to or maintain an economically viable size.
Small
Number of Holdings Risk.
The Fund’s portfolio may, at times, contain fewer securities than the portfolios
of other funds, which increases the risk that the value of the Fund could go
down because of the poor performance of one or a few investments. Therefore, the
Fund’s performance may be more vulnerable to changes in the market value of a
single issuer and more susceptible to risks associated with a single economic,
political, or regulatory occurrence than a fund that has a higher number of
holdings. An individual security may be more volatile, and may perform
differently, than the market as a whole.
In-Kind
Contribution Risk.
At its launch, the Fund expects to acquire a material amount of assets through
one or more in-kind contributions that are intended to qualify as tax-deferred
transactions governed by Section 351 of the Internal Revenue Code. If one or
more of the in-kind contributions were to fail to qualify for tax-deferred
treatment, then the Fund would not take a carryover tax basis in the applicable
contributed assets and would not benefit from a tacked holding period in those
assets. This could cause the Fund to incorrectly calculate and report to
shareholders the amount of gain or loss recognized and/or the character of gain
or loss (e.g., as long-term or short-term) on the subsequent disposition of such
assets. Similarly, if any of the contributors in an in-kind contribution are
corporations (or are partnerships or trusts with corporate beneficial owners)
and a special deemed sale election is not made in connection with the
contribution, then the Fund could become liable for an entity-level corporate
tax if it disposes of the contributed assets within five years. Distributions of
gain recognized on the disposition of those assets would be taxable to
shareholders (as discussed above), in addition to this entity-level corporate
tax. At the time this prospectus is being prepared, Fund management is not aware
of corporate transferors in the in-kind contribution.
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 selects the Fund’s sub-adviser and oversees the sub-adviser’s management
of the Fund. The Adviser is responsible for overseeing the management and
business affairs of the Fund, and has discretion to purchase and sell securities
in accordance with the Fund’s objectives, policies and restrictions. The Adviser
continuously reviews, supervises and administers the Fund’s investment programs
pursuant to the terms of the investment advisory agreement (the “Advisory
Agreement”) between the Trust and the Adviser. The Adviser is entitled to an
annual advisory fee based on its average daily net assets for the services and
facilities it provides payable at the annual rate of 0.70%.
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 expenses (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. The Adviser retains the
authority, pursuant to the terms of the investment sub-advisory agreement, to
exercise its right to control the overall management of the Fund’s
assets.
Investment
Sub-Adviser
The
Adviser has retained Burke Wealth Management LLC, an investment adviser
registered with the SEC, to provide sub-advisory services for the Fund. The
Sub-Adviser is organized as a Texas limited liability company with its principal
office located at 3355 W. Alabama St., Suite 910, Houston, Texas, 77098 and was
founded in 2019. The Sub-Adviser provides personalized wealth management,
portfolio management, and investment advisory services to clients, as well as
the Fund, in accordance with their stated investment objectives. The Sub-Adviser
is responsible for determining the investments for the Fund, subject to the
overall supervision and oversight of the Adviser and the Board.
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: 0.35% (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 AGREEMENTS
A
discussion regarding the basis for the Board’s approval of the Advisory
Agreement and the Sub-Advisory Agreement with respect to the Fund will be
available in the Fund’s first Form N-CSR.
Manager
of Managers Structure
The
Adviser and the Trust have received an exemptive order (the “Order”) from the
SEC that allows the Fund to operate in a “manager of managers” structure whereby
the Adviser can appoint and replace unaffiliated sub-advisers, and enter into,
amend and terminate sub-advisory agreements with such sub-advisers, each subject
to Board approval, but without obtaining prior shareholder approval (“Manager of
Managers Structure”). The Fund will, however, inform shareholders of the hiring
of any new sub-adviser within 90 days after the hiring, to the extent the Fund
is relying on the Order. The Order provides the Fund with greater flexibility
and efficiency by preventing the Fund from incurring the expense and delays
associated with obtaining shareholder approval of such sub-advisory agreements.
To
the extent the Fund relies on the Order, the Fund’s use of the Manager of
Managers Structure is subject to certain conditions that are set forth in the
Order. Under the Manager of Managers Structure, the Adviser has the ultimate
responsibility, subject to oversight by the Board, to oversee sub-advisers and
recommend their hiring, termination and replacement. The Adviser will also,
subject to the review and approval of the Board, set the Fund’s overall
investment strategy; evaluate, select and recommend sub-advisers to manage all
or a portion of the Fund’s assets; and implement procedures reasonably designed
to ensure that each sub-adviser complies with the Fund’s investment goal,
policies and restrictions. Subject to review by the Board, the Adviser will
allocate and, when appropriate, reallocate the Fund’s assets among sub-advisers
and monitor and evaluate the sub-advisers’ performance.
PORTFOLIO
MANAGER
Kenneth
M. Burke, Jr. of the Sub-Adviser, has been primarily responsible for the
day-to-day management of the Fund since its inception.
Mr.
Burke is the Founder and Chief Investment Officer of Burke Wealth Management.
Prior to founding Burke Wealth Management, Mr. Burke spent 17 years with Fayez
Sarofim & Company serving as an analyst, portfolio manager, leader of the
consumer sector team and member of the firm’s investment committee. Mr. Burke
graduated from Vanderbilt University in 1997 with a degree in Economics and
Mathematics and earned his M.B.A from the University of Texas McCombs School of
Business in 2001 where he was a Sord Scholar. Mr. Burke is a CFA® charter holder
and serves as an advisor to the University of Texas MBA Investment
Fund.
The
Fund’s Statement of Additional Information (“SAI”) provides additional
information about the portfolio manager, including other accounts managed,
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:
|
|
|
|
|
| |
| Fund |
Trading
Symbol |
|
BWM
Quality Growth Fund |
BWQG |
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://bwmqualitygrowth.com/.
Among other things, the website includes this Prospectus and the SAI, and will
include 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://bwmqualitygrowth.com/.
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 intends to elect and intends 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.
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
Fund is newly organized and therefore has not yet had any operations as of the
date of this Prospectus and does not have financial highlights to present at
this time.
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 each Fund will be 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 each 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 June 25, 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: |
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(215)
330-4476 |
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Write: |
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3803
West Chester Pike, Suite 150 |
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Newtown
Square, PA 19073 |
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Visit: |
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https://bwmqualitygrowth.com/ |
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.