Subject
to Completion
The
information in this prospectus is not complete and may be changed. The Fund may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and is not soliciting an offer to buy these securities
in any jurisdiction where the offer or sale is not permitted.
Porter
& Company Property & Casualty Index ETF
Porter
& Company Capital Efficiency Index ETF
Porter
& Company Lindy Effect Index ETF
Porter
& Company Permanent Portfolio Index ETF
PROSPECTUS
______________,
2025
This
prospectus describes the following ETFs which are each authorized to offer one
class of shares by this prospectus.
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Fund |
Ticker |
Principal
U.S. Listing Exchange |
| Porter
& Company Property & Casualty Index ETF |
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| Porter
& Company Capital Efficiency Index ETF |
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| Porter
& Company Lindy Effect Index ETF |
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| Porter
& Company Permanent Portfolio Index ETF |
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The
U.S. Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the accuracy or adequacy of this Prospectus. Any
representation to the contrary is a criminal offense.
Table
of Contents
FUND
SUMMARY – Porter
& Company Property & Casualty Index ETF
Investment
Objective
The
Porter & Company Property & Casualty Index ETF (the “Fund”) seeks to
track the investment results, before fees and expenses, of the Porter & Co.
P&C Insurance Index (the “P&C Insurance Index”).
Fees
and Expenses of the Fund
This
table describes the fees and expenses that you may pay if you buy, hold and sell
shares of the Fund. Investors
purchasing shares on a national securities exchange, national securities
association, or over-the-counter trading system where shares may trade from time
to time (each, a “secondary market”) may be subject to customary brokerage
commissions charged by their broker that are not reflected in the table and
example set forth below.
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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(1) |
0.65% |
| Distribution
(12b-1) and Service Fees |
0.00% |
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Other
Expenses(2) |
0.00%
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| Total
Annual Fund Operating Expenses |
0.65%
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(1)
Under the Investment Advisory Agreement, Tuttle Capital Management, LLC (the
“Adviser”), at its own expense and without reimbursement from the Fund, pays all
of the expenses of the Fund, excluding the advisory fees, interest expenses,
taxes, acquired fund fees and expenses, brokerage commissions and any other
portfolio transaction-related expenses and fees arising out of transactions
effected on behalf of the Fund, credit facility fees and expenses, including
interest expenses, and litigation and indemnification expenses and other
extraordinary expenses not incurred in the ordinary course of the Fund’s
business.
(2)
Other Expenses are estimated for the Fund’s initial fiscal year.
Example
This
example is intended to help you compare the cost of investing in the Fund with
the cost of investing in other funds. The example assumes that you invest
$10,000 in the Fund for the time periods indicated and then redeem all of your
shares at the end of those periods. The example also assumes that your
investment has a 5% return each year and that the Fund’s operating expenses
remain the same. The effect of the Adviser’s agreement to waive a portion of its
management fee is reflected in the example shown below for the first year.
Although your actual costs may be higher or lower, based on these assumptions
your costs would be:
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| Name
of Fund |
1
Year |
3
Years |
| Porter
& Company Property & Casualty Index ETF |
$__ |
$__ |
Portfolio
Turnover
The
Fund pays transaction costs, such as commissions, when it buys and sells
securities (or “turns over” its portfolio). A higher portfolio turnover rate may
indicate higher transaction costs and may result in higher taxes when Fund
shares are held in a taxable account. These costs, which are not reflected in
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
therefore does not have any portfolio turnover information
available.
Principal
Investment Strategies
The
Fund invests at least 80% of its total assets in component securities of the
P&C Insurance Index. The Fund will generally use a “replication”
strategy to achieve its investment objective, meaning it generally will invest
in all of the component securities of the P&C Insurance Index in
approximately the same proportions as in the P&C Insurance Index.
However,
the Fund may use a “representative sampling” strategy, meaning it may invest in
a sample of the securities in the Index whose risk, return and other
characteristics closely resemble the risk, return and other characteristics of
the P&C Insurance Index as a whole when the Fund’s Adviser, believes it is
in the best interests of the Fund (e.g.,
when replicating the P&C Insurance Index involves practical difficulties or
substantial costs, an Index constituent becomes temporarily illiquid,
unavailable, or less liquid, or as a result of legal restrictions or limitations
that apply to the Fund but not to the P&C Insurance Index).
The
Fund may also invest in other exchange-traded funds for cash management
purposes. Such exchange-traded funds may include The Laddered T-Bill ETF, which
the Board of Trustees of the Fund has determined to be within the same group of
investment companies as the Fund.
The
Fund may hedge its sensitivity to diversification risk by investing in
derivatives including swaps, swaptions, futures contracts and credit
derivatives.
The
Fund is classified as “non-diversified” under the Investment Company Act of 1940
(the “1940 Act”), which means that it may invest more of its assets in a smaller
number of issuers than “diversified” funds.
Information
About the Porter & Co. P&C Insurance Index
The
P&C Insurance Index is a rules-based, equity index designed to provide
exposure to leading publicly traded property and casualty (“P&C”) insurance
companies. Constituents are selected annually from the Porter & Co. Leading
Underwriters Property and Casualty list, with the top 20 ranked companies
included in the P&C Insurance Index, subject to eligibility
requirements.
The
P&C Insurance Index employs a weighting methodology that incorporates
underwriting performance, as measured by each company’s combined ratio, with
companies exhibiting lower combined ratios receiving higher weight adjustments
and companies with higher combined ratios receiving lower adjustments. Final
weights are normalized to 100%. The P&C Insurance Index is reconstituted and
rebalanced annually after publication of the updated Porter & Co. Leading
Underwriters Property and Casualty list and is otherwise maintained in
accordance with standard index procedures for corporate actions.
The
P&C Insurance Index is sponsored by Porter & Company, LLC (the "Index
Provider"), which is an organization that is independent of, and unaffiliated
with, the Fund and Tuttle Capital Management, LLC, the investment adviser for
the Fund (the "Adviser"). The Index Provider maintains and publishes or
designates a third-party index calculation agent to publish information
regarding the market value of the P&C Insurance Index. Neither
the Adviser nor its affiliates have any ability to select P&C Insurance
Index components or change the P&C Insurance Index methodology.
Principal
Risks
As
with all funds, a shareholder is subject to the risk that his or her investment
could lose money. The principal risks affecting shareholders’ investments in the
Fund are set forth below. An investment in the Fund is not a bank deposit and is
not insured or guaranteed by the FDIC or any government agency.
The principal risks described herein pertain to direct risks of making an
investment in the Fund and/or risks of the issuers in which the Fund
invests.
Market
Risk.
The
market price of securities owned by the Fund may go up or down, sometimes
rapidly or unpredictably. Securities may decline in value due to factors
affecting securities markets generally or particular industries represented in
the securities markets. The value of a security may decline due to general
market conditions that are not specifically related to a particular company,
such as real or perceived adverse economic conditions, changes in the general
outlook for corporate earnings, changes in interest rates, adverse changes to
credit markets or adverse investor sentiment generally. The value of a security
may also decline due to factors that affect a particular industry or industries,
such as labor shortages or increased production costs and competitive conditions
within an industry.
Equity
Securities Risk.
Equity
prices may fall over short or extended periods of time. Historically, the equity
markets have moved in cycles, and the value of equity securities may fluctuate
from day to day. Individual companies may report poor results or be negatively
affected by industry and/or economic trends and developments. The prices of
securities issued
by
such companies may suffer a decline in response. These factors contribute to
price volatility, which is a principal risk of investing in the
Fund.
Passive
Strategy/Index. The
Fund is managed with a passive investment strategy, attempting to track the
performance of a rules based index of securities, regardless of the current or
projected performance of the P&C Insurance Index or of the actual securities
comprising the P&C Insurance Index. This differs from an actively-managed
fund, which typically seeks to outperform a benchmark index. As a result, the
Fund’s performance may be less favorable than that of a portfolio managed using
an active investment strategy. The structure and composition of the P&C
Insurance Index will affect the performance, volatility, and risk of the P&C
Insurance Index and, consequently, the performance, volatility, and risk of the
fund.
Sampling
Risk. The
Fund’s use of a representative sampling approach, if used, could result in it
holding a smaller number of securities than are in the Index. As a result, an
adverse development with an issuer of securities held by the Fund could result
in a greater decline in NAV than would be the case if the Fund held all of the
securities in the Index. To the extent the assets in the Fund are smaller, these
risks will be greater.
Large
Capitalization Securities Risk. Larger,
more established companies may be unable to attain the high growth rates of
successful, smaller companies during periods of economic expansion. Large cap
companies may be less able than mid and small capitalization companies to adapt
to changing market conditions.
Mid
and Small Capitalization Securities Risk. The
value of mid and small capitalization company securities may be subject to more
abrupt or erratic market movements than those of larger, more established
companies or the market averages in general.
Concentration
Risk. Because
the Fund’s assets will be concentrated in an industry or group of industries to
the extent the P&C Insurance Index concentrates in a particular industry or
group of industries, the Fund is subject to loss due to adverse occurrences that
may affect that industry or group of industries. As of the date of this
prospectus, the P&C Insurance Index is concentrated in the following
industry:
•Insurance
Industry Risk.
Many factors can significantly affect companies in the insurance industry,
including changes in interest rates, general economic conditions, the imposition
of premium rate caps, competition and the pressure to compete globally,
including price and marketing competition, and other changes in government
regulation or tax law. In addition, different segments of the insurance industry
may be affected by mortality and morbidity rates, actuarial miscalculations,
environmental clean-up costs and catastrophic events such as natural disasters
and terrorist acts and the availability and cost of reinsurance.
Derivatives
Risk.
Derivatives
are financial instruments that derive value from the underlying reference asset
or assets, such as stocks, bonds, or funds (including ETFs), interest rates or
indexes. Investing in derivatives may be considered aggressive and may expose
the Fund to greater risks, and may result in larger losses or small gains, than
investing directly in the reference assets underlying those derivatives, which
may prevent the Fund from achieving its investment objective.
The
Fund expects to use swap agreements to achieve its investment objective. The
Fund’s investments in derivatives may pose risks in addition to, and greater
than, those associated with directly investing in securities or other
investments, including risk related to the market, leverage, imperfect
correlations with underlying investments or the Fund’s other portfolio holdings,
higher price volatility, lack of availability, counterparty, liquidity,
valuation, and legal restrictions. The performance of a derivative may not track
the performance of its reference asset, including due to fees and other costs
associated with it. Because derivatives often require only a limited initial
investment, the use of derivatives may expose the Fund to losses in excess of
the amount initially invested. As a result, the value of an investment in the
Fund may change quickly and without warning. Additionally, any financing,
borrowing or other costs associated with using derivatives may also have the
effect of lowering the Fund’s return. Such costs may increase as interest rates
rise.
Swap
Agreements.
Swap agreements are entered into with financial institutions for a specified
period which may range from one day to more than one
year. In a standard swap transaction, two parties agree to exchange the return
(or differentials in rates of return) earned or realized on particular
predetermined reference or underlying securities or instruments. The gross
return to be exchanged or swapped between the parties is calculated based on a
notional amount or the return on or change in value of a particular dollar
amount invested in a reference asset. Swap agreements are generally traded
over-the-counter, and therefore, may not receive as much regulatory protection
as exchange-traded instruments, which may expose investors to significant
losses.
The
Fund will be subject to regulatory constraints relating to the level of value at
risk that the Fund may incur through its derivatives portfolio. To the extent
the Fund exceeds these regulatory thresholds over an extended period, the Fund
may determine that it is necessary to make adjustments to the Fund’s investment
strategy and the Fund may not achieve its investment objective. To the extent
that the Fund exceeds the level of value at risk for an extended period, the
Fund may amend and/or supplement its prospectus as promptly as feasible under
the particular circumstances to include appropriate adjustments to its
investment strategy and if necessary, the Fund’s name.
Non-Diversification
Risk. The
Fund is non-diversified, which means that it may invest a greater percentage of
its assets in a particular issuer than a diversified fund. Non-diversification
increases the risk that the value of the Fund could go down because of the poor
performance of a single investment or limited number of investments.
ETF
Risks.
The Fund is an exchange-traded fund, and, as a result of an ETF’s structure, it
is exposed to the following risks:
•Authorized
Participants, Market Makers, and Liquidity Providers Limitation 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.
•Cash
Redemption Risk.
The Fund intends to redeem Shares for cash or to otherwise include cash as part
of its redemption proceeds. The Fund may be required to sell or unwind portfolio
investments to obtain the cash needed to distribute redemption proceeds. This
may cause the Fund to recognize a capital gain that it might not have recognized
if it had made a redemption in-kind. As a result, the Fund may pay out higher
annual capital gain distributions than if the in-kind redemption process was
used.
•Costs
of Buying or Selling Shares.
Due to the costs of buying or selling Shares, including brokerage commissions
imposed by brokers and bid/ask spreads, frequent trading of Shares may
significantly reduce investment results and an investment in Shares may not be
advisable for investors who anticipate regularly making small
investments.
•Shares
May Trade at Prices Other Than NAV.
As with all ETFs, Shares may be bought and sold in the secondary market at
market prices. Although it is expected that the market price of Shares will
approximate the Fund’s NAV, there may be times when the market price of Shares
is more than the NAV intra-day (premium) or less than the NAV intra-day
(discount) due to supply and demand of Shares or during periods of market
volatility. This risk is heightened in times of market volatility and volatility
in the Fund’s portfolio holdings, periods of steep market declines, and periods
when there is limited trading activity for Shares in the secondary market, in
which case such premiums or discounts may be significant. If an investor
purchases Shares at a time when the market price is at a premium to the NAV of
the Shares or sells at a time when the market price is at a discount to the NAV
of the Shares, then the investor may sustain losses that are in addition to any
losses caused by a decrease in NAV.
•Trading.
Although Shares are listed for trading on a national securities exchange, and
may be traded on other U.S. exchanges, there can be no assurance that Shares
will trade with any volume, or at all, on any stock
exchange.
In stressed market conditions, the liquidity of Shares may begin to mirror the
liquidity of the Fund’s underlying portfolio holdings, which can be
significantly less liquid than Fund Shares.
New
Fund Risk. The
Fund is a recently organized management investment company with no operating
history. As a result, prospective investors do not have a track record or
history on which to base their investment decisions.
Performance
History
The
Fund is new and does not have a full calendar year of performance history. In
the future, performance information will be presented in this section of the
Prospectus. Performance information will contain a bar chart and table that
provide some indication of the risks of investing in the Fund by showing changes
in the Fund’s performance from year to year and by showing the Fund’s average
annual returns for certain time periods as compared to a broad measure of market
performance. Investors should be aware that past performance before and after
taxes is not necessarily an indication of how the Fund will perform in the
future.
Updated
performance information for the Fund, including its current NAV per share, is
available by calling toll-free (XXX) XXX-XXXX.
Investment
Adviser
Tuttle
Capital Management, LLC (the “Adviser”) is the investment adviser to the
Fund.
Portfolio
Manager
Matthew
Tuttle, Chief Executive Officer of the Adviser, has served as the Fund’s
portfolio manager since its inception.
Purchase
and Sale of Fund Shares
The
Fund will issue (or redeem) shares to certain institutional investors (typically
market makers or other broker-dealers) only in large blocks of at least XXXXX
shares known as “Creation Units.” Creation Unit transactions are typically
conducted in exchange for the deposit or delivery of in-kind securities and/or
cash. Individual shares may only be purchased and sold on a national securities
exchange through a broker-dealer. You can purchase and sell individual shares of
the Fund throughout the trading day like any publicly traded security. The
Fund’s shares are listed on the Exchange (i.e., [___]). The price of the Fund’s
shares is based on market price, and because ETF shares trade at market prices
rather than NAV, Fund shares may trade at a price greater than NAV (premium) or
less than NAV (discount). When buying or selling shares through a broker,
most investors 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. Except when aggregated in Creation Units, the
Fund’s shares are not redeemable securities. Recent information regarding the
Fund, including its NAV, market price, premiums and discounts, and bid/ask
spreads, is available on the Fund’s website at www.XXXX.com.
Tax
Information
The
Fund’s distributions will be taxed as ordinary income or capital gain, unless
you are investing through a tax-deferred arrangement, such as a 401(k) plan or
an individual retirement account in which case withdrawals from such arrangement
generally will be taxed.
Payments
to Broker-Dealers and Other Financial Intermediaries
If
you purchase shares of the Fund through a broker-dealer or other financial
intermediary (such as a bank), the Fund and its related companies may pay the
intermediary for the sale of Fund shares and related services. These payments
may create a conflict of interest by influencing the broker-dealer or other
financial intermediary and your salesperson to
recommend
the Fund over another investment. Ask your salesperson or visit your financial
intermediary’s website for more information.
FUND
SUMMARY – Porter
& Company Capital Efficiency Index ETF
Investment
Objective
The
Porter & Company Capital Efficiency Index ETF (the “Fund”) seeks to track
the investment results, before fees and expenses, of the Porter & Co.
Capital Efficiency Index (the “Capital Efficiency Index”).
Fees
and Expenses of the Fund
This
table describes the fees and expenses that you may pay if you buy, hold and sell
shares of the Fund. Investors
purchasing shares on a national securities exchange, national securities
association, or over-the-counter trading system where shares may trade from time
to time (each, a “secondary market”) may be subject to customary brokerage
commissions charged by their broker that are not reflected in the table and
example set forth below.
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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(1) |
0.65% |
| Distribution
(12b-1) and Service Fees |
0.00% |
|
Other
Expenses(2) |
0.00%
|
| Total
Annual Fund Operating Expenses |
0.65%
|
(1)Under
the Investment Advisory Agreement, Tuttle Capital Management, LLC (the
“Adviser”), at its own expense and without reimbursement from the Fund, pays all
of the expenses of the Fund, excluding the advisory fees, interest expenses,
taxes, acquired fund fees and expenses, brokerage commissions and any other
portfolio transaction-related expenses and fees arising out of transactions
effected on behalf of the Fund, credit facility fees and expenses, including
interest expenses, and litigation and indemnification expenses and other
extraordinary expenses not incurred in the ordinary course of the Fund’s
business.
(2)
Other Expenses are estimated for the Fund’s initial fiscal year.
Example
This
example is intended to help you compare the cost of investing in the Fund with
the cost of investing in other funds. The example assumes that you invest
$10,000 in the Fund for the time periods indicated and then redeem all of your
shares at the end of those periods. The example also assumes that your
investment has a 5% return each year and that the Fund’s operating expenses
remain the same. The effect of the Adviser’s agreement to waive a portion of its
management fee is reflected in the example shown below for the first year.
Although your actual costs may be higher or lower, based on these assumptions
your costs would be:
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| Name
of Fund |
1
Year |
3
Years |
| Porter
& Company Capital Efficiency Index ETF |
$__ |
$__ |
Portfolio
Turnover
The
Fund pays transaction costs, such as commissions, when it buys and sells
securities (or “turns over” its portfolio). A higher portfolio turnover rate may
indicate higher transaction costs and may result in higher taxes when Fund
shares are held in a taxable account. These costs, which are not reflected in
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
therefore does not have any portfolio turnover information
available.
Principal
Investment Strategies
The
Fund invests at least 80% of its total assets in component securities of the
Capital Efficiency Index. The Fund will generally use a “replication”
strategy to achieve its investment objective, meaning it generally will invest
in all of the component securities of the Capital Efficiency Index in
approximately the same proportions as in the Capital Efficiency
Index.
However, the Fund may use a “representative sampling” strategy, meaning it may
invest in a sample of the securities in the Index whose risk, return and other
characteristics closely resemble the risk, return and other characteristics of
the Capital Efficiency Index as a whole when the Fund’s Adviser, believes it is
in the best interests of the Fund (e.g.,
when replicating the Capital Efficiency Index involves practical difficulties or
substantial costs, an Index constituent becomes temporarily illiquid,
unavailable, or less liquid, or as a result of legal restrictions or limitations
that apply to the Fund but not to the Capital Efficiency Index).
The
Fund may also invest in other exchange-traded funds for cash management
purposes. Such exchange-traded funds may include The Laddered T-Bill ETF, which
the Board of Trustees of the Fund has determined to be within the same group of
investment companies as the Fund.
The
Fund may hedge its sensitivity to diversification risk by investing in
derivatives including swaps, swaptions, futures contracts and credit
derivatives.
The
Fund is classified as “non-diversified” under the Investment Company Act of 1940
(the “1940 Act”), which means that it may invest more of its assets in a smaller
number of issuers than “diversified” funds.
Information
About the Porter & Co. Capital Efficiency Index
The
Capital Efficiency Index is a rules-based index designed to track U.S.-traded
companies with strong profitability, capital efficiency, growth, and shareholder
return characteristics. The Capital Efficiency Index universe includes
U.S.-traded stocks with a market capitalization of at least $1 billion.
Companies must meet specified five-year historical thresholds for free cash flow
margin, return on assets, return on invested capital, operating margin, sales
growth, and cash returned to shareholders to qualify for inclusion.
Eligible
companies are weighted based on their relative five-year average free cash flow
margins, with higher-margin companies receiving greater weights. The Capital
Efficiency Index is reconstituted and rebalanced annually and is otherwise
maintained in accordance with standard index procedures.
The
Capital Efficiency Index is sponsored by Porter & Company, LLC (the "Index
Provider"), which is an organization that is independent of, and unaffiliated
with, the Fund and Tuttle Capital Management, LLC, the investment adviser for
the Fund (the "Adviser"). The Index Provider maintains and publishes or
designates a third-party index calculation agent to publish information
regarding the market value of the Capital Efficiency Index. Neither
the Adviser nor its affiliates have any ability to select Capital
Efficiency Index components or change the Capital Efficiency Index
methodology.
Principal
Risks
As
with all funds, a shareholder is subject to the risk that his or her investment
could lose money. The principal risks affecting shareholders’ investments in the
Fund are set forth below. An investment in the Fund is not a bank deposit and is
not insured or guaranteed by the FDIC or any government agency.
The principal risks described herein pertain to direct risks of making an
investment in the Fund and/or risks of the issuers in which the Fund
invests.
Market
Risk.
The
market price of securities owned by the Fund may go up or down, sometimes
rapidly or unpredictably. Securities may decline in value due to factors
affecting securities markets generally or particular industries represented in
the securities markets. The value of a security may decline due to general
market conditions that are not specifically related to a particular company,
such as real or perceived adverse economic conditions, changes in the general
outlook for corporate earnings, changes in interest rates, adverse changes to
credit markets or adverse investor sentiment generally. The value of a security
may also decline due to factors that affect a particular industry or industries,
such as labor shortages or increased production costs and competitive conditions
within an industry.
Equity
Securities Risk.
Equity
prices may fall over short or extended periods of time. Historically, the equity
markets have moved in cycles, and the value of equity securities may fluctuate
from day to day. Individual companies may report poor results or be negatively
affected by industry and/or economic trends and developments. The prices of
securities issued by such companies may suffer a decline in response. These
factors contribute to price volatility, which is a principal risk of investing
in the Fund.
Passive
Strategy/Index. The
Fund is managed with a passive investment strategy, attempting to track the
performance of a rules based index of securities, regardless of the current or
projected performance of the Capital Efficiency Index or of the actual
securities comprising the Capital Efficiency Index. This differs from an
actively-managed fund, which typically seeks to outperform a benchmark index. As
a result, the Fund’s performance may be less favorable than that of a portfolio
managed using an active investment strategy. The structure and composition of
the Capital Efficiency Index will affect the performance, volatility, and risk
of the Capital Efficiency Index and, consequently, the performance, volatility,
and risk of the fund.
Sampling
Risk. The
Fund’s use of a representative sampling approach, if used, could result in it
holding a smaller number of securities than are in the Index. As a result, an
adverse development with an issuer of securities held by the Fund could result
in a greater decline in NAV than would be the case if the Fund held all of the
securities in the Index. To the extent the assets in the Fund are smaller, these
risks will be greater.
Large
Capitalization Securities Risk. Larger,
more established companies may be unable to attain the high growth rates of
successful, smaller companies during periods of economic expansion. Large cap
companies may be less able than mid and small capitalization companies to adapt
to changing market conditions.
Mid
and Small Capitalization Securities Risk. The
value of mid and small capitalization company securities may be subject to more
abrupt or erratic market movements than those of larger, more established
companies or the market averages in general.
Derivatives
Risk.
Derivatives
are financial instruments that derive value from the underlying reference asset
or assets, such as stocks, bonds, or funds (including ETFs), interest rates or
indexes. Investing in derivatives may be considered aggressive and may expose
the Fund to greater risks, and may result in larger losses or small gains, than
investing directly in the reference assets underlying those derivatives, which
may prevent the Fund from achieving its investment objective.
The
Fund expects to use swap agreements to achieve its investment objective. The
Fund’s investments in derivatives may pose risks in addition to, and greater
than, those associated with directly investing in securities or other
investments, including risk related to the market, leverage, imperfect
correlations with underlying investments or the Fund’s other portfolio holdings,
higher price volatility, lack of availability, counterparty, liquidity,
valuation, and legal restrictions. The performance of a derivative may not track
the performance of its reference asset, including due to fees and other costs
associated with it. Because derivatives often require only a limited initial
investment, the use of derivatives may expose the Fund to losses in excess of
the amount initially invested. As a result, the value of an investment in the
Fund may change quickly and without warning. Additionally, any financing,
borrowing or other costs associated with using derivatives may also have the
effect of lowering the Fund’s return. Such costs may increase as interest rates
rise.
Swap
Agreements.
Swap agreements are entered into with financial institutions for a specified
period which may range from one day to more than one
year. In a standard swap transaction, two parties agree to exchange the return
(or differentials in rates of return) earned or realized on particular
predetermined reference or underlying securities or instruments. The gross
return to be exchanged or swapped between the parties is calculated based on a
notional amount or the return on or change in value of a particular dollar
amount invested in a reference asset. Swap agreements are generally traded
over-the-counter, and therefore, may not receive as much regulatory protection
as exchange-traded instruments, which may expose investors to significant
losses.
The
Fund will be subject to regulatory constraints relating to the level of value at
risk that the Fund may incur through its derivatives portfolio. To the extent
the Fund exceeds these regulatory thresholds over an extended period, the Fund
may determine that it is necessary to make adjustments to the Fund’s investment
strategy and the Fund may not achieve its investment objective. To the extent
that the Fund exceeds the level of value at risk for an extended period, the
Fund may amend and/or
supplement
its prospectus as promptly as feasible under the particular circumstances to
include appropriate adjustments to its investment strategy and if necessary, the
Fund’s name.
Non-Diversification
Risk. The
Fund is non-diversified, which means that it may invest a greater percentage of
its assets in a particular issuer than a diversified fund. Non-diversification
increases the risk that the value of the Fund could go down because of the poor
performance of a single investment or limited number of investments.
ETF
Risks.
The Fund is an exchange-traded fund, and, as a result of an ETF’s structure, it
is exposed to the following risks:
•Authorized
Participants, Market Makers, and Liquidity Providers Limitation 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.
•Cash
Redemption Risk.
The Fund intends to redeem Shares for cash or to otherwise include cash as part
of its redemption proceeds. The Fund may be required to sell or unwind portfolio
investments to obtain the cash needed to distribute redemption proceeds. This
may cause the Fund to recognize a capital gain that it might not have recognized
if it had made a redemption in-kind. As a result, the Fund may pay out higher
annual capital gain distributions than if the in-kind redemption process was
used.
•Costs
of Buying or Selling Shares.
Due to the costs of buying or selling Shares, including brokerage commissions
imposed by brokers and bid/ask spreads, frequent trading of Shares may
significantly reduce investment results and an investment in Shares may not be
advisable for investors who anticipate regularly making small
investments.
•Shares
May Trade at Prices Other Than NAV.
As with all ETFs, Shares may be bought and sold in the secondary market at
market prices. Although it is expected that the market price of Shares will
approximate the Fund’s NAV, there may be times when the market price of Shares
is more than the NAV intra-day (premium) or less than the NAV intra-day
(discount) due to supply and demand of Shares or during periods of market
volatility. This risk is heightened in times of market volatility and volatility
in the Fund’s portfolio holdings, periods of steep market declines, and periods
when there is limited trading activity for Shares in the secondary market, in
which case such premiums or discounts may be significant. If an investor
purchases Shares at a time when the market price is at a premium to the NAV of
the Shares or sells at a time when the market price is at a discount to the NAV
of the Shares, then the investor may sustain losses that are in addition to any
losses caused by a decrease in NAV.
•Trading.
Although Shares are listed for trading on a national securities exchange, and
may be traded on other U.S. exchanges, there can be no assurance that Shares
will trade with any volume, or at all, on any stock exchange. In stressed market
conditions, the liquidity of Shares may begin to mirror the liquidity of the
Fund’s underlying portfolio holdings, which can be significantly less liquid
than Fund Shares.
New
Fund Risk. The
Fund is a recently organized management investment company with no operating
history. As a result, prospective investors do not have a track record or
history on which to base their investment decisions.
Performance
History
The
Fund is new and does not have a full calendar year of performance history. In
the future, performance information will be presented in this section of the
Prospectus. Performance information will contain a bar chart and table that
provide some indication of the risks of investing in the Fund by showing changes
in the Fund’s performance from year to year and by showing the Fund’s average
annual returns for certain time periods as compared to a broad measure of market
performance. Investors should be aware that past performance before and after
taxes is not necessarily an indication of how the Fund will perform in the
future.
Updated
performance information for the Fund, including its current NAV per share, is
available by calling toll-free (XXX) XXX-XXXX.
Investment
Adviser
Tuttle
Capital Management, LLC (the “Adviser”) is the investment adviser to the
Fund.
Portfolio
Manager
Matthew
Tuttle, Chief Executive Officer of the Adviser, has served as the Fund’s
portfolio manager since its inception.
Purchase
and Sale of Fund Shares
The
Fund will issue (or redeem) shares to certain institutional investors (typically
market makers or other broker-dealers) only in large blocks of at least XXXXX
shares known as “Creation Units.” Creation Unit transactions are typically
conducted in exchange for the deposit or delivery of in-kind securities and/or
cash. Individual shares may only be purchased and sold on a national securities
exchange through a broker-dealer. You can purchase and sell individual shares of
the Fund throughout the trading day like any publicly traded security. The
Fund’s shares are listed on the Exchange (i.e., [___]). The price of the Fund’s
shares is based on market price, and because ETF shares trade at market prices
rather than NAV, Fund shares may trade at a price greater than NAV (premium) or
less than NAV (discount). When buying or selling shares through a broker,
most investors 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. Except when aggregated in Creation Units, the
Fund’s shares are not redeemable securities. Recent information regarding the
Fund, including its NAV, market price, premiums and discounts, and bid/ask
spreads, is available on the Fund’s website at www.XXXX.com.
Tax
Information
The
Fund’s distributions will be taxed as ordinary income or capital gain, unless
you are investing through a tax-deferred arrangement, such as a 401(k) plan or
an individual retirement account in which case withdrawals from such arrangement
generally will be taxed.
Payments
to Broker-Dealers and Other Financial Intermediaries
If
you purchase shares of the Fund through a broker-dealer or other financial
intermediary (such as a bank), the Fund and its related companies may pay the
intermediary for the sale of Fund shares and related services. These payments
may create a conflict of interest by influencing the broker-dealer or other
financial intermediary and your salesperson to recommend the Fund over another
investment. Ask your salesperson or visit your financial intermediary’s website
for more information.
FUND
SUMMARY – Porter
& Company Lindy Effect Index ETF
Investment
Objective
The
Porter & Company Lindy Effect Index ETF (the “Fund”) seeks to track the
investment results, before fees and expenses, of the Porter & Co. Lindy
Effect Index (the “Lindy Effect Index”).
Fees
and Expenses of the Fund
This
table describes the fees and expenses that you may pay if you buy, hold and sell
shares of the Fund. Investors
purchasing shares on a national securities exchange, national securities
association, or over-the-counter trading system where shares may trade from time
to time (each, a “secondary market”) may be subject to customary brokerage
commissions charged by their broker that are not reflected in the table and
example set forth below.
|
|
|
|
|
|
|
Annual
Fund Operating Expenses
(expenses
that you pay each year as a percentage of the value of your
investment) |
|
Management
Fee(1) |
0.65% |
| Distribution
(12b-1) and Service Fees |
0.00% |
|
Other
Expenses(2) |
0.00%
|
| Total
Annual Fund Operating Expenses |
0.65%
|
(1)Under
the Investment Advisory Agreement, Tuttle Capital Management, LLC (the
“Adviser”), at its own expense and without reimbursement from the Fund, pays all
of the expenses of the Fund, excluding the advisory fees, interest expenses,
taxes, acquired fund fees and expenses, brokerage commissions and any other
portfolio transaction-related expenses and fees arising out of transactions
effected on behalf of the Fund, credit facility fees and expenses, including
interest expenses, and litigation and indemnification expenses and other
extraordinary expenses not incurred in the ordinary course of the Fund’s
business.
(2)
Other Expenses are estimated for the Fund’s initial fiscal year.
Example
This
example is intended to help you compare the cost of investing in the Fund with
the cost of investing in other funds. The example assumes that you invest
$10,000 in the Fund for the time periods indicated and then redeem all of your
shares at the end of those periods. The example also assumes that your
investment has a 5% return each year and that the Fund’s operating expenses
remain the same. The effect of the Adviser’s agreement to waive a portion of its
management fee is reflected in the example shown below for the first year.
Although your actual costs may be higher or lower, based on these assumptions
your costs would be:
|
|
|
|
|
|
|
|
|
| Name
of Fund |
1
Year |
3
Years |
| Porter
& Company Lindy Effect Index ETF |
$__ |
$__ |
Portfolio
Turnover
The
Fund pays transaction costs, such as commissions, when it buys and sells
securities (or “turns over” its portfolio). A higher portfolio turnover rate may
indicate higher transaction costs and may result in higher taxes when Fund
shares are held in a taxable account. These costs, which are not reflected in
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
therefore does not have any portfolio turnover information
available.
Principal
Investment Strategies
The
Fund invests at least 80% of its total assets in component securities of the
Lindy Effect Index. The Fund will generally use a “replication” strategy to
achieve its investment objective, meaning it generally will invest in all of the
component securities of the Lindy Effect Index in approximately the same
proportions as in the Lindy Effect Index. However, the
Fund
may use a “representative sampling” strategy, meaning it may invest in a sample
of the securities in the Index whose risk, return and other characteristics
closely resemble the risk, return and other characteristics of the Lindy Effect
Index as a whole when the Fund’s Adviser, believes it is in the best interests
of the Fund (e.g.,
when replicating the Lindy Effect Index involves practical difficulties or
substantial costs, an Index constituent becomes temporarily illiquid,
unavailable, or less liquid, or as a result of legal restrictions or limitations
that apply to the Fund but not to the Lindy Effect Index).
The
Fund may also invest in other exchange-traded funds for cash management
purposes. Such exchange-traded funds may include The Laddered T-Bill ETF, which
the Board of Trustees of the Fund has determined to be within the same group of
investment companies as the Fund.
The
Fund may hedge its sensitivity to diversification risk by investing in
derivatives including swaps, swaptions, futures contracts and credit
derivatives.
The
Fund is classified as “non-diversified” under the Investment Company Act of 1940
(the “1940 Act”), which means that it may invest more of its assets in a smaller
number of issuers than “diversified” funds.
Information
About the Porter & Co. Lindy Effect Index
The
Lindy Effect Index is a rules-based index designed to provide exposure to
established U.S. companies exhibiting longevity, consistent profitability,
sustainable growth, capital efficiency, and reasonable valuation
characteristics, consistent with a “Lindy”-inspired investment
approach.
The
Lindy Effect Index universe consists of U.S.-traded companies with a market
capitalization of at least $1 billion that have operated for 50 years or more
and meet minimum five-year thresholds for return on equity, revenue growth, and
capital efficiency. Eligible companies are assigned a composite score based on
company age, five-year average return on equity, five-year average revenue
growth, five-year average capital efficiency, and valuation metrics. Each factor
is scored according to predetermined tiers, and the individual factor scores are
combined to produce a total score.
Constituents
are weighted proportionally according to their composite scores, with
higher-scoring companies receiving greater weights. The Lindy Effect Index is
reconstituted and rebalanced annually and maintained in accordance with standard
index procedures.
The
Lindy Effect Index is sponsored by Porter & Company, LLC (the "Index
Provider"), which is an organization that is independent of, and unaffiliated
with, the Fund and Tuttle Capital Management, LLC, the investment adviser for
the Fund (the "Adviser"). The Index Provider maintains and publishes or
designates a third-party index calculation agent to publish information
regarding the market value of the Lindy Effect Index. Neither the Adviser
nor its affiliates have any ability to select Lindy Effect Index components or
change the Lindy Effect Index methodology.
Principal
Risks
As
with all funds, a shareholder is subject to the risk that his or her investment
could lose money. The principal risks affecting shareholders’ investments in the
Fund are set forth below. An investment in the Fund is not a bank deposit and is
not insured or guaranteed by the FDIC or any government agency.
The principal risks described herein pertain to direct risks of making an
investment in the Fund and/or risks of the issuers in which the Fund
invests.
Market
Risk.
The
market price of securities owned by the Fund may go up or down, sometimes
rapidly or unpredictably. Securities may decline in value due to factors
affecting securities markets generally or particular industries represented in
the securities markets. The value of a security may decline due to general
market conditions that are not specifically related to a particular company,
such as real or perceived adverse economic conditions, changes in the general
outlook for corporate earnings, changes in interest rates, adverse changes to
credit markets or adverse investor sentiment generally. The value of a security
may also decline due to factors that affect a particular industry or industries,
such as labor shortages or increased production costs and competitive conditions
within an industry.
Equity
Securities Risk.
Equity
prices may fall over short or extended periods of time. Historically, the equity
markets have moved in cycles, and the value of equity securities may fluctuate
from day to day. Individual companies may report poor results or be negatively
affected by industry and/or economic trends and developments. The prices of
securities issued by such companies may suffer a decline in response. These
factors contribute to price volatility, which is a principal risk of investing
in the Fund.
Passive
Strategy/Index. The
Fund is managed with a passive investment strategy, attempting to track the
performance of a rules based index of securities, regardless of the current or
projected performance of the Lindy Effect Index or of the actual securities
comprising the Lindy Effect Index. This differs from an actively-managed fund,
which typically seeks to outperform a benchmark index. As a result, the Fund’s
performance may be less favorable than that of a portfolio managed using an
active investment strategy. The structure and composition of the Lindy Effect
Index will affect the performance, volatility, and risk of the Lindy Effect
Index and, consequently, the performance, volatility, and risk of the
fund.
Sampling
Risk. The
Fund’s use of a representative sampling approach, if used, could result in it
holding a smaller number of securities than are in the Index. As a result, an
adverse development with an issuer of securities held by the Fund could result
in a greater decline in NAV than would be the case if the Fund held all of the
securities in the Index. To the extent the assets in the Fund are smaller, these
risks will be greater.
Large
Capitalization Securities Risk. Larger,
more established companies may be unable to attain the high growth rates of
successful, smaller companies during periods of economic expansion. Large cap
companies may be less able than mid and small capitalization companies to adapt
to changing market conditions.
Mid
and Small Capitalization Securities Risk. The
value of mid and small capitalization company securities may be subject to more
abrupt or erratic market movements than those of larger, more established
companies or the market averages in general.
Derivatives
Risk.
Derivatives
are financial instruments that derive value from the underlying reference asset
or assets, such as stocks, bonds, or funds (including ETFs), interest rates or
indexes. Investing in derivatives may be considered aggressive and may expose
the Fund to greater risks, and may result in larger losses or small gains, than
investing directly in the reference assets underlying those derivatives, which
may prevent the Fund from achieving its investment objective.
The
Fund expects to use swap agreements to achieve its investment objective. The
Fund’s investments in derivatives may pose risks in addition to, and greater
than, those associated with directly investing in securities or other
investments, including risk related to the market, leverage, imperfect
correlations with underlying investments or the Fund’s other portfolio holdings,
higher price volatility, lack of availability, counterparty, liquidity,
valuation, and legal restrictions. The performance of a derivative may not track
the performance of its reference asset, including due to fees and other costs
associated with it. Because derivatives often require only a limited initial
investment, the use of derivatives may expose the Fund to losses in excess of
the amount initially invested. As a result, the value of an investment in the
Fund may change quickly and without warning. Additionally, any financing,
borrowing or other costs associated with using derivatives may also have the
effect of lowering the Fund’s return. Such costs may increase as interest rates
rise.
Swap
Agreements.
Swap agreements are entered into with financial institutions for a specified
period which may range from one day to more than one
year. In a standard swap transaction, two parties agree to exchange the return
(or differentials in rates of return) earned or realized on particular
predetermined reference or underlying securities or instruments. The gross
return to be exchanged or swapped between the parties is calculated based on a
notional amount or the return on or change in value of a particular dollar
amount invested in a reference asset. Swap agreements are generally traded
over-the-counter, and therefore, may not receive as much regulatory protection
as exchange-traded instruments, which may expose investors to significant
losses.
The
Fund will be subject to regulatory constraints relating to the level of value at
risk that the Fund may incur through its derivatives portfolio. To the extent
the Fund exceeds these regulatory thresholds over an extended period, the Fund
may determine that it is necessary to make adjustments to the Fund’s investment
strategy and the Fund may not achieve its investment objective. To the extent
that the Fund exceeds the level of value at risk for an extended period, the
Fund may amend and/or supplement its prospectus as promptly as feasible under
the particular circumstances to include appropriate adjustments to its
investment strategy and if necessary, the Fund’s name.
Non-Diversification
Risk. The
Fund is non-diversified, which means that it may invest a greater percentage of
its assets in a particular issuer than a diversified fund. Non-diversification
increases the risk that the value of the Fund could go down because of the poor
performance of a single investment or limited number of investments.
ETF
Risks.
The Fund is an exchange-traded fund, and, as a result of an ETF’s structure, it
is exposed to the following risks:
•Authorized
Participants, Market Makers, and Liquidity Providers Limitation 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.
•Cash
Redemption Risk.
The Fund intends to redeem Shares for cash or to otherwise include cash as part
of its redemption proceeds. The Fund may be required to sell or unwind portfolio
investments to obtain the cash needed to distribute redemption proceeds. This
may cause the Fund to recognize a capital gain that it might not have recognized
if it had made a redemption in-kind. As a result, the Fund may pay out higher
annual capital gain distributions than if the in-kind redemption process was
used.
•Costs
of Buying or Selling Shares.
Due to the costs of buying or selling Shares, including brokerage commissions
imposed by brokers and bid/ask spreads, frequent trading of Shares may
significantly reduce investment results and an investment in Shares may not be
advisable for investors who anticipate regularly making small
investments.
•Shares
May Trade at Prices Other Than NAV.
As with all ETFs, Shares may be bought and sold in the secondary market at
market prices. Although it is expected that the market price of Shares will
approximate the Fund’s NAV, there may be times when the market price of Shares
is more than the NAV intra-day (premium) or less than the NAV intra-day
(discount) due to supply and demand of Shares or during periods of market
volatility. This risk is heightened in times of market volatility and volatility
in the Fund’s portfolio holdings, periods of steep market declines, and periods
when there is limited trading activity for Shares in the secondary market, in
which case such premiums or discounts may be significant. If an investor
purchases Shares at a time when the market price is at a premium to the NAV of
the Shares or sells at a time when the market price is at a discount to the NAV
of the Shares, then the investor may sustain losses that are in addition to any
losses caused by a decrease in NAV.
•Trading.
Although Shares are listed for trading on a national securities exchange, and
may be traded on other U.S. exchanges, there can be no assurance that Shares
will trade with any volume, or at all, on any stock exchange. In stressed market
conditions, the liquidity of Shares may begin to mirror the liquidity of the
Fund’s underlying portfolio holdings, which can be significantly less liquid
than Fund Shares.
New
Fund Risk. The
Fund is a recently organized management investment company with no operating
history. As a result, prospective investors do not have a track record or
history on which to base their investment decisions.
Performance
History
The
Fund is new and does not have a full calendar year of performance history. In
the future, performance information will be presented in this section of the
Prospectus. Performance information will contain a bar chart and table that
provide some indication of the risks of investing in the Fund by showing changes
in the Fund’s performance from year to year and by showing the Fund’s average
annual returns for certain time periods as compared to a broad measure of market
performance. Investors should be aware that past performance before and after
taxes is not necessarily an indication of how the Fund will perform in the
future.
Updated
performance information for the Fund, including its current NAV per share, is
available by calling toll-free (XXX) XXX-XXXX.
Investment
Adviser
Tuttle
Capital Management, LLC (the “Adviser”) is the investment adviser to the
Fund.
Portfolio
Manager
Matthew
Tuttle, Chief Executive Officer of the Adviser, has served as the Fund’s
portfolio manager since its inception.
Purchase
and Sale of Fund Shares
The
Fund will issue (or redeem) shares to certain institutional investors (typically
market makers or other broker-dealers) only in large blocks of at least XXXXX
shares known as “Creation Units.” Creation Unit transactions are typically
conducted in exchange for the deposit or delivery of in-kind securities and/or
cash. Individual shares may only be purchased and sold on a national securities
exchange through a broker-dealer. You can purchase and sell individual shares of
the Fund throughout the trading day like any publicly traded security. The
Fund’s shares are listed on the Exchange (i.e., [___]). The price of the Fund’s
shares is based on market price, and because ETF shares trade at market prices
rather than NAV, Fund shares may trade at a price greater than NAV (premium) or
less than NAV (discount). When buying or selling shares through a broker,
most investors 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. Except when aggregated in Creation Units, the
Fund’s shares are not redeemable securities. Recent information regarding the
Fund, including its NAV, market price, premiums and discounts, and bid/ask
spreads, is available on the Fund’s website at www.XXXX.com.
Tax
Information
The
Fund’s distributions will be taxed as ordinary income or capital gain, unless
you are investing through a tax-deferred arrangement, such as a 401(k) plan or
an individual retirement account in which case withdrawals from such arrangement
generally will be taxed.
Payments
to Broker-Dealers and Other Financial Intermediaries
If
you purchase shares of the Fund through a broker-dealer or other financial
intermediary (such as a bank), the Fund and its related companies may pay the
intermediary for the sale of Fund shares and related services. These payments
may create a conflict of interest by influencing the broker-dealer or other
financial intermediary and your salesperson to recommend the Fund over another
investment. Ask your salesperson or visit your financial intermediary’s website
for more information.
FUND
SUMMARY – Porter
& Company Permanent Portfolio Index ETF
Investment
Objective
The
Porter & Company Permanent Portfolio Index ETF (the “Fund”) seeks to track
the investment results, before fees and expenses, of the Porter & Co.
Permanent Portfolio Index (the “Permanent Portfolio Index”).
Fees
and Expenses of the Fund
This
table describes the fees and expenses that you may pay if you buy, hold and sell
shares of the Fund. Investors
purchasing shares on a national securities exchange, national securities
association, or over-the-counter trading system where shares may trade from time
to time (each, a “secondary market”) may be subject to customary brokerage
commissions charged by their broker that are not reflected in the table and
example set forth below.
|
|
|
|
|
|
|
Annual
Fund Operating Expenses
(expenses
that you pay each year as a percentage of the value of your
investment) |
|
Management
Fee(1) |
0.75 |
% |
| Distribution
(12b-1) and Service Fees |
0.00% |
|
Other
Expenses(2) |
0.00% |
| Total
Annual Fund Operating Expenses |
0.75% |
(1)Under
the Investment Advisory Agreement, Tuttle Capital Management, LLC (the
“Adviser”), at its own expense and without reimbursement from the Fund, pays all
of the expenses of the Fund, excluding the advisory fees, interest expenses,
taxes, acquired fund fees and expenses, brokerage commissions and any other
portfolio transaction-related expenses and fees arising out of transactions
effected on behalf of the Fund, credit facility fees and expenses, including
interest expenses, and litigation and indemnification expenses and other
extraordinary expenses not incurred in the ordinary course of the Fund’s
business.
(2)
Other Expenses are estimated for the Fund’s initial fiscal year.
Example
This
example is intended to help you compare the cost of investing in the Fund with
the cost of investing in other funds. The example assumes that you invest
$10,000 in the Fund for the time periods indicated and then redeem all of your
shares at the end of those periods. The example also assumes that your
investment has a 5% return each year and that the Fund’s operating expenses
remain the same. The effect of the Adviser’s agreement to waive a portion of its
management fee is reflected in the example shown below for the first year.
Although your actual costs may be higher or lower, based on these assumptions
your costs would be:
|
|
|
|
|
|
|
|
|
| Name
of Fund |
1
Year |
3
Years |
| Porter
& Company Permanent Portfolio Index ETF |
$__ |
$__ |
Portfolio
Turnover
The
Fund pays transaction costs, such as commissions, when it buys and sells
securities (or “turns over” its portfolio). A higher portfolio turnover rate may
indicate higher transaction costs and may result in higher taxes when Fund
shares are held in a taxable account. These costs, which are not reflected in
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
therefore does not have any portfolio turnover information
available.
Principal
Investment Strategies
The
Fund invests at least 80% of its total assets in component securities of the
Permanent Portfolio Index. The Fund will generally use a “replication”
strategy to achieve its investment objective, meaning it generally will invest
in all of the component securities of the Permanent Portfolio Index in
approximately the same proportions as in the Permanent
Portfolio
Index. However, the Fund may use a “representative sampling” strategy, meaning
it may invest in a sample of the securities in the Index whose risk, return and
other characteristics closely resemble the risk, return and other
characteristics of the Permanent Portfolio Index as a whole when the Fund’s
Adviser, believes it is in the best interests of the Fund (e.g.,
when replicating the Permanent Portfolio Index involves practical difficulties
or substantial costs, an Index constituent becomes temporarily illiquid,
unavailable, or less liquid, or as a result of legal restrictions or limitations
that apply to the Fund but not to the Permanent Portfolio Index).
The
Fund may hedge its sensitivity to diversification risk by investing in
derivatives including swaps, swaptions, futures contracts and credit
derivatives.
The
Fund is classified as “non-diversified” under the Investment Company Act of 1940
(the “1940 Act”), which means that it may invest more of its assets in a smaller
number of issuers than “diversified” funds.
The
Fund’s Portfolio Composition
The
Porter & Company Permanent Portfolio Index (Cayman) Portfolio S.P. (the
“Permanent Portfolio Subsidiary”) is wholly-owned and controlled by the Fund.
The Fund’s investment in the Permanent Portfolio Subsidiary may not exceed 25%
of the Fund’s total assets (the “Subsidiary Limit”). The Fund’s investment in
the Permanent Portfolio Subsidiary is intended to provide the Fund with exposure
to Bitcoin and precious metals returns while enabling the Fund to satisfy
source-of-income requirements that apply to regulated investment companies under
the Internal Revenue Code of 1986, as amended (the “Code”). Except as noted,
references to the investment strategies and risks of the Fund include the
investment strategies and risks of the Permanent Portfolio Subsidiary. The
Permanent Portfolio Subsidiary has the same investment objective as the Fund and
will follow the same general investment policies and restrictions, except that
unlike the Fund, it may invest without limit in investments that provide
exposure to Bitcoin and precious metals. The Fund will aggregate its investments
with the Permanent Portfolio Subsidiary for purposes of determining compliance
with (i) Section 8 of the Investment Company Act of 1940 (the “1940 Act”), which
governs fundamental investment limitations (which are described more
specifically in the Fund’s statement of additional information); and (ii)
Section 18 of the 1940 Act, which governs capital structure and includes
limitations associated with the Fund’s ability to leverage its investments.
Additionally, the Permanent Portfolio Subsidiary’s investment advisory contracts
will be governed in accordance with Section 15 of the 1940 Act, and the
Permanent Portfolio Subsidiary will adhere to applicable provisions of Section
17 of the 1940 Act governing affiliate transactions. The principal investment
strategies and principal risks of the Permanent Portfolio Subsidiary constitute
principal investment strategies and principal risks of the Fund, and the
disclosures of those strategies and risks in this prospectus are designed to
reflect the aggregate operations of the Fund and the Permanent Portfolio
Subsidiary.
The
Fund (and the Permanent Portfolio Subsidiary, as applicable) expects to invest
its remaining assets in any one or more of the following cash investments: U.S.
Treasuries, other U.S. government obligations, money market funds, cash and
cash-like equivalents (e.g., high quality commercial paper and similar
instruments that are rated investment grade or, if unrated, of comparable
quality, as the Adviser determines), and treasury inflation-protected securities
that provide liquidity, serve as margin or collateralize the Fund’s and/or the
Permanent Portfolio Subsidiary’s investments. The Fund may also invest in other
exchange-traded funds for cash management purposes. Such exchange-traded funds
may include The Laddered T-Bill ETF, which the Board of Trustees of the Fund has
determined to be within the same group of investment companies as the
Fund.
Information
About the Porter & Co. Permanent Portfolio Index
The
Permanent Portfolio Index is a rules-based multi-asset index designed to provide
diversified exposure across property and casualty insurance equities,
quality-oriented equities, and select income and real asset
exposures.
Under
normal circumstances, the Permanent Portfolio Index allocates:
•25%
of net assets to Property and Casualty Insurance companies
•25%
of net assets to capital efficient equities
•25%
of net assets in hard assets, such as Bitcoin and precious metals
•25%
of net assets in cash-like investments
The
Permanent Portfolio Index is rebalanced periodically to restore target
allocations and is maintained in accordance with standard index
procedures.
The
Permanent Portfolio Index is sponsored by Porter & Company, LLC (the "Index
Provider"), which is an organization that is independent of, and unaffiliated
with, the Fund and Tuttle Capital Management, LLC, the investment adviser for
the Fund (the "Adviser"). The Index Provider maintains and publishes or
designates a third-party index calculation agent to publish information
regarding the market value of the Permanent Portfolio Index. Neither
the Adviser nor its affiliates have any ability to select Permanent
Portfolio Index components or change the Permanent Portfolio Index
methodology.
Principal
Risks
As
with all funds, a shareholder is subject to the risk that his or her investment
could lose money. The principal risks affecting shareholders’ investments in the
Fund are set forth below. An investment in the Fund is not a bank deposit and is
not insured or guaranteed by the FDIC or any government agency.
The principal risks described herein pertain to direct risks of making an
investment in the Fund and/or risks of the issuers in which the Fund
invests.
Market
Risk.
The
market price of securities owned by the Fund may go up or down, sometimes
rapidly or unpredictably. Securities may decline in value due to factors
affecting securities markets generally or particular industries represented in
the securities markets. The value of a security may decline due to general
market conditions that are not specifically related to a particular company,
such as real or perceived adverse economic conditions, changes in the general
outlook for corporate earnings, changes in interest rates, adverse changes to
credit markets or adverse investor sentiment generally. The value of a security
may also decline due to factors that affect a particular industry or industries,
such as labor shortages or increased production costs and competitive conditions
within an industry.
Equity
Securities Risk.
Equity
prices may fall over short or extended periods of time. Historically, the equity
markets have moved in cycles, and the value of equity securities may fluctuate
from day to day. Individual companies may report poor results or be negatively
affected by industry and/or economic trends and developments. The prices of
securities issued by such companies may suffer a decline in response. These
factors contribute to price volatility, which is a principal risk of investing
in the Fund.
Passive
Strategy/Index. The
Fund is managed with a passive investment strategy, attempting to track the
performance of a rules based index of securities, regardless of the current or
projected performance of the Permanent Portfolio Index or of the actual
securities comprising the Permanent Portfolio Index. This differs from an
actively-managed fund, which typically seeks to outperform a benchmark index. As
a result, the Fund’s performance may be less favorable than that of a portfolio
managed using an active investment strategy. The structure and composition of
the Permanent Portfolio Index will affect the performance, volatility, and risk
of the Permanent Portfolio Index and, consequently, the performance, volatility,
and risk of the fund.
Sampling
Risk. The
Fund’s use of a representative sampling approach, if used, could result in it
holding a smaller number of securities than are in the Index. As a result, an
adverse development with an issuer of securities held by the Fund could result
in a greater decline in NAV than would be the case if the Fund held all of the
securities in the Index. To the extent the assets in the Fund are smaller, these
risks will be greater.
Large
Capitalization Securities Risk. Larger,
more established companies may be unable to attain the high growth rates of
successful, smaller companies during periods of economic expansion. Large cap
companies may be less able than mid and small capitalization companies to adapt
to changing market conditions.
Subsidiary
Investment Risk.
Changes
in the laws of the United States and/or the Cayman Islands, under which the Fund
and the Permanent Portfolio Subsidiary are organized, respectively, could result
in the inability of the Fund to operate as intended and could negatively affect
the Fund and its shareholders. The Permanent Portfolio Subsidiary is not
registered under the 1940 Act and is not subject to all the investor protections
of the 1940 Act. Thus, the Fund, as an investor in the
Permanent
Portfolio Subsidiary, will not have all the protections offered to investors in
registered investment companies.
Tax
Risk. The
Fund will qualify as a regulated investment company (a “RIC”) for tax purposes
if, among other things, it satisfies a source-of-income test and an
asset-diversification test. Investing in Bitcoin (or any other digital assets)
or precious metals presents a risk for the Fund because income from such
investments would not qualify as good income under the source-of-income test.
The Fund will gain exposure to Bitcoin or precious metals through investments in
the Permanent Portfolio Subsidiary, which is intended to provide the Fund with
exposure to Bitcoin or precious metals’ returns while enabling the Fund to
satisfy source-of-income requirements. There is some uncertainty about how the
Permanent Portfolio Subsidiary will be treated for tax purposes and thus whether
the Fund can maintain exposure to Bitcoin or precious metals’ returns without
risking its status as a RIC for tax purposes. Failing to qualify as a RIC for
tax purposes could have adverse consequences for the Fund and its shareholders.
These issues are described in more detail in the section entitled “ADDITIONAL
INFORMATION ABOUT RISK – Tax Risk” below, as well as in the Fund’s SAI.
Derivatives
Risk.
Derivatives
are financial instruments that derive value from the underlying reference asset
or assets, such as stocks, bonds, or funds (including ETFs), interest rates or
indexes. Investing in derivatives may be considered aggressive and may expose
the Fund to greater risks, and may result in larger losses or small gains, than
investing directly in the reference assets underlying those derivatives, which
may prevent the Fund from achieving its investment objective.
The
Fund expects to use swap agreements to achieve its investment objective. The
Fund’s investments in derivatives may pose risks in addition to, and greater
than, those associated with directly investing in securities or other
investments, including risk related to the market, leverage, imperfect
correlations with underlying investments or the Fund’s other portfolio holdings,
higher price volatility, lack of availability, counterparty, liquidity,
valuation, and legal restrictions. The performance of a derivative may not track
the performance of its reference asset, including due to fees and other costs
associated with it. Because derivatives often require only a limited initial
investment, the use of derivatives may expose the Fund to losses in excess of
the amount initially invested. As a result, the value of an investment in the
Fund may change quickly and without warning. Additionally, any financing,
borrowing or other costs associated with using derivatives may also have the
effect of lowering the Fund’s return. Such costs may increase as interest rates
rise.
Swap
Agreements.
Swap agreements are entered into with financial institutions for a specified
period which may range from one day to more than one
year. In a standard swap transaction, two parties agree to exchange the return
(or differentials in rates of return) earned or realized on particular
predetermined reference or underlying securities or instruments. The gross
return to be exchanged or swapped between the parties is calculated based on a
notional amount or the return on or change in value of a particular dollar
amount invested in a reference asset. Swap agreements are generally traded
over-the-counter, and therefore, may not receive as much regulatory protection
as exchange-traded instruments, which may expose investors to significant
losses.
The
Fund will be subject to regulatory constraints relating to the level of value at
risk that the Fund may incur through its derivatives portfolio. To the extent
the Fund exceeds these regulatory thresholds over an extended period, the Fund
may determine that it is necessary to make adjustments to the Fund’s investment
strategy and the Fund may not achieve its investment objective. To the extent
that the Fund exceeds the level of value at risk for an extended period, the
Fund may amend and/or supplement its prospectus as promptly as feasible under
the particular circumstances to include appropriate adjustments to its
investment strategy and if necessary, the Fund’s name.
Non-Diversification
Risk. The
Fund is non-diversified, which means that it may invest a greater percentage of
its assets in a particular issuer than a diversified fund. Non-diversification
increases the risk that the value of the Fund could go down because of the poor
performance of a single investment or limited number of investments.
ETF
Risks.
The Fund is an exchange-traded fund, and, as a result of an ETF’s structure, it
is exposed to the following risks:
•Authorized
Participants, Market Makers, and Liquidity Providers Limitation 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.
•Cash
Redemption Risk.
The Fund intends to redeem Shares for cash or to otherwise include cash as part
of its redemption proceeds. The Fund may be required to sell or unwind portfolio
investments to obtain the cash needed to distribute redemption proceeds. This
may cause the Fund to recognize a capital gain that it might not have recognized
if it had made a redemption in-kind. As a result, the Fund may pay out higher
annual capital gain distributions than if the in-kind redemption process was
used.
•Costs
of Buying or Selling Shares.
Due to the costs of buying or selling Shares, including brokerage commissions
imposed by brokers and bid/ask spreads, frequent trading of Shares may
significantly reduce investment results and an investment in Shares may not be
advisable for investors who anticipate regularly making small
investments.
•Shares
May Trade at Prices Other Than NAV.
As with all ETFs, Shares may be bought and sold in the secondary market at
market prices. Although it is expected that the market price of Shares will
approximate the Fund’s NAV, there may be times when the market price of Shares
is more than the NAV intra-day (premium) or less than the NAV intra-day
(discount) due to supply and demand of Shares or during periods of market
volatility. This risk is heightened in times of market volatility and volatility
in the Fund’s portfolio holdings, periods of steep market declines, and periods
when there is limited trading activity for Shares in the secondary market, in
which case such premiums or discounts may be significant. If an investor
purchases Shares at a time when the market price is at a premium to the NAV of
the Shares or sells at a time when the market price is at a discount to the NAV
of the Shares, then the investor may sustain losses that are in addition to any
losses caused by a decrease in NAV.
•Trading.
Although Shares are listed for trading on a national securities exchange, and
may be traded on other U.S. exchanges, there can be no assurance that Shares
will trade with any volume, or at all, on any stock exchange. In stressed market
conditions, the liquidity of Shares may begin to mirror the liquidity of the
Fund’s underlying portfolio holdings, which can be significantly less liquid
than Fund Shares.
New
Fund Risk. The
Fund is a recently organized management investment company with no operating
history. As a result, prospective investors do not have a track record or
history on which to base their investment decisions.
Performance
History
The
Fund is new and does not have a full calendar year of performance history. In
the future, performance information will be presented in this section of the
Prospectus. Performance information will contain a bar chart and table that
provide some indication of the risks of investing in the Fund by showing changes
in the Fund’s performance from year to year and by showing the Fund’s average
annual returns for certain time periods as compared to a broad measure of market
performance. Investors should be aware that past performance before and after
taxes is not necessarily an indication of how the Fund will perform in the
future.
Updated
performance information for the Fund, including its current NAV per share, is
available by calling toll-free (XXX) XXX-XXXX.
Investment
Adviser
Tuttle
Capital Management, LLC (the “Adviser”) is the investment adviser to the
Fund.
Portfolio
Manager
Matthew
Tuttle, Chief Executive Officer of the Adviser, has served as the Fund’s
portfolio manager since its inception.
Purchase
and Sale of Fund Shares
The
Fund will issue (or redeem) shares to certain institutional investors (typically
market makers or other broker-dealers) only in large blocks of at least XXXXX
shares known as “Creation Units.” Creation Unit transactions are typically
conducted in exchange for the deposit or delivery of in-kind securities and/or
cash. Individual shares may only be purchased and sold on a national securities
exchange through a broker-dealer. You can purchase and sell individual shares of
the Fund throughout the trading day like any publicly traded security. The
Fund’s shares are listed on the Exchange (i.e., [___]). The price of the Fund’s
shares is based on market price, and because ETF shares trade at market prices
rather than NAV, Fund shares may trade at a price greater than NAV (premium) or
less than NAV (discount). When buying or selling shares through a broker,
most investors 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. Except when aggregated in Creation Units, the
Fund’s shares are not redeemable securities. Recent information regarding the
Fund, including its NAV, market price, premiums and discounts, and bid/ask
spreads, is available on the Fund’s website at www.XXXX.com.
Tax
Information
The
Fund’s distributions will be taxed as ordinary income or capital gain, unless
you are investing through a tax-deferred arrangement, such as a 401(k) plan or
an individual retirement account in which case withdrawals from such arrangement
generally will be taxed.
Payments
to Broker-Dealers and Other Financial Intermediaries
If
you purchase shares of the Fund through a broker-dealer or other financial
intermediary (such as a bank), the Fund and its related companies may pay the
intermediary for the sale of Fund shares and related services. These payments
may create a conflict of interest by influencing the broker-dealer or other
financial intermediary and your salesperson to recommend the Fund over another
investment. Ask your salesperson or visit your financial intermediary’s website
for more information.
ADDITIONAL
INFORMATION ABOUT THE FUNDS’ INVESTMENTS
Investment
Objective
The
Porter & Company Property & Casualty Index ETF (the “Fund”) seeks to
track the investment results, before fees and expenses, of the Porter & Co.
P&C Insurance Index (the “P&C Insurance Index”).
The
Porter & Company Capital Efficiency Index ETF (the “Fund”) seeks to track
the investment results, before fees and expenses, of the Porter & Co.
Capital Efficiency Index (the “Capital Efficiency Index”).
The
Porter & Company Lindy Effect Index ETF (the “Fund”) seeks to track the
investment results, before fees and expenses, of the Porter & Co. Lindy
Effect Index (the “Lindy Effect Index”).
The
Porter & Company Permanent Portfolio Index ETF (the “Fund”) seeks to track
the investment results, before fees and expenses, of the Porter & Co.
Permanent Portfolio Index (the “Permanent Portfolio Index”).
The
Funds’ investment objectives may be changed by the Board of Trustees (the
“Board”) of ETF Opportunities Trust (the “Trust”) without shareholder approval
upon 60 days’ written notice to shareholders.
ETFs
are funds that trade like other publicly-traded securities. Unlike shares of a
mutual fund, which can be bought and redeemed from the issuing fund by all
shareholders at a price based on NAV, shares of the Funds may be purchased or
redeemed directly from the Fund at NAV solely by APs and only in aggregations of
a specified number of shares Creation Units. Also, unlike shares of a mutual
fund, shares of the Fund are listed on a national securities exchange and trade
in the secondary market at market prices that change throughout the
day.
Each
Fund is classified as “non-diversified” for purposes of the 1940 Act, which
means it generally invests a greater portion of its assets in the securities of
one or more issuers and invests overall in a smaller number of issuers than a
diversified fund.
Additional
Information about the Funds’ Indexes
Porter
& Co.’s Property and Casualty Index
The
Porter & Co.’s Property and Casualty Index (the “P&C Insurance Index”)
is a rules-based, equity index designed to provide focused exposure to leading
publicly traded property and casualty (“P&C”) insurance companies. The
P&C Insurance Index methodology incorporates underwriting performance, as
measured by combined ratio, in determining constituent weightings.
The
P&C Insurance Index universe consists of publicly traded property and
casualty insurance companies included in the most recently published Porter
& Co. Leading Underwriters Property and Casualty list (the “Underlying
List”). At each annual reconstitution, the P&C Insurance Index selects the
top 20 companies from the Underlying List (the “Constituents”), subject to the
following eligibility requirements:
1.The
company must have readily available market capitalization data.
2.The
company must have publicly reported combined ratio data based on its most recent
financial disclosures.
3.The
company must have a market capitalization of at least $1 billion.
4.At
least 51% of the company’s revenues must be derived from property & casualty
insurance.
5.Health
and Life insurance cannot generate more than 15% of the company’s total
revenues.
6.Three-year
average return on equity (“ROE”) ≥ 5%.
If
fewer than 20 eligible companies are available at the time of reconstitution,
all eligible companies will be included.
Companies
are weighted solely by the inverse of the combined ratio, giving higher weight
to the most efficient underwriters.
The
overall methodology results in a modified market capitalization-weighted index
that emphasizes companies demonstrating stronger underwriting discipline while
still reflecting company size.
The
P&C Insurance Index is reconstituted and rebalanced annually following the
publication of the updated Porter & Co. Leading Underwriters Property and
Casualty list (the “Underlying List”).
At
each annual reconstitution:
•The
Top 20 eligible companies are selected.
•Market
capitalizations are updated.
•Combined
ratios are reviewed.
•Constituent
weights are reset accordingly.
Between
annual reconstitutions, the Index reflects corporate actions in accordance with
standard index calculation procedures, including but not limited to stock
splits, mergers, spin-offs, and delistings.
If
a Constituent becomes ineligible due to a corporate action or delisting, the
P&C Insurance Index provider may remove the security and reallocate its
weight proportionally among the remaining Constituents, or, if practicable,
replace it with the next eligible company from the Underlying List.
No
routine intra-year rebalancing occurs other than adjustments required due to
corporate actions.
The
P&C Insurance Index is expected to:
•Concentrate
exposure in the property and casualty insurance industry.
•Hold
approximately 20 equity securities at each reconstitution.
•Reflect
a systematic underwriting performance overlay.
Because
the P&C Insurance Index is concentrated in a single industry, it may be more
susceptible to risks affecting the property and casualty insurance sector than a
more diversified index.
Porter
& Co. Capital Efficiency Index
The
Capital Efficiency Index is a rules-based equity index designed to provide
exposure to U.S.-traded companies demonstrating sustained profitability, capital
efficiency, growth, and shareholder return characteristics.
The
Capital Efficiency Index universe consists of U.S.-traded equity securities with
a market capitalization of at least $1 billion at the time of annual
reconstitution.
From
this universe, companies must meet all of the following quantitative criteria,
each measured using five-year historical averages (unless otherwise
noted):
•5-Year
Average Free Cash Flow Margin ≥ 10%
•5-Year
Average Return on Assets ≥ 15%
•Cash
Returned to Shareholders ≥ 10%
•5-Year
Average Sales Growth ≥ 5%
•5-Year
Average Operating Margin ≥ 10%
•5-Year
Average Return on Invested Capital ≥ 20%
For
purposes of the Index:
•Free
Cash Flow Margin
is generally calculated as free cash flow divided by revenue.
•Cash
Returned to Shareholders
reflects dividends and/or share repurchases as a percentage of relevant
financial metrics as determined by the Index provider.
•Profitability
and return metrics are based on publicly reported financial
statements.
Companies
that satisfy all of the above criteria are included in the Capital Efficiency
Index (the “Qualifying Stocks”).
The
Capital Efficiency Index uses a rules-based weighting approach based on relative
five-year average free cash flow margins.
Step
1: Ranking by Free Cash Flow Margin
Each
Qualifying Stock is ranked based on its five-year average free cash flow margin.
Companies with higher free cash flow margins are considered to exhibit stronger
cash-generating characteristics relative to revenue.
Step
2: Weight Determination
Constituents
are weighted proportionally according to their relative five-year average free
cash flow margins. Companies with higher free cash flow margins receive larger
weights in the Index, while companies with lower (but still qualifying) margins
receive smaller weights.
All
weights are normalized so that the total weight of all constituents equals 100%
at each reconstitution. This methodology results in an index that emphasizes
companies demonstrating stronger long-term cash generation while maintaining
exposure only to companies that meet the Capital Efficiency Index’s
profitability, growth, capital efficiency, and shareholder return
thresholds.
The
Capital Efficiency Index is reconstituted and rebalanced annually. At each
annual reconstitution:
•The
$1 billion market capitalization threshold is reapplied.
•All
financial eligibility criteria are reassessed using updated five-year
data.
•The
list of Qualifying Stocks is refreshed.
•Constituent
weights are recalculated based on updated free cash flow margins.
Between
annual reconstitutions, the Capital Efficiency Index is maintained in accordance
with standard index procedures for corporate actions, including stock splits,
mergers, and delistings.
Porter
& Co. Lindy Effect Index
The
Lindy Effect Index is a rules-based equity index designed to provide exposure to
established U.S. companies demonstrating long operating histories, sustained
profitability, consistent growth, capital efficiency, and valuation discipline
(a “Lindy”-inspired approach emphasizing durability and financial
strength).
The
Lindy Effect Index universe consists of U.S.-traded equity securities
that:
•Have
a market capitalization of at least $1 billion at the time of reconstitution;
and
•Have
been in continuous operation for at least 50 years.
In
addition, companies must meet the following minimum financial thresholds, each
measured using five-year historical averages:
•5-Year
Average Return on Equity (ROE) ≥ 15%
•5-Year
Average Revenue Growth ≥ 5% per year
•5-Year
Average Capital Efficiency ≥ 10%, defined as Free Cash Flow divided by
Revenue
Companies
that satisfy all eligibility requirements proceed to the scoring process
described below.
Each
eligible company receives a composite score based on five characteristics:
longevity, profitability, growth, capital efficiency, and valuation. Each factor
is assigned between 0 and 5 points, and the total possible score is 25
points.
1.
Company Age (Longevity)
Companies that have been operating longer receive
higher scores, with firms 200 years or older receiving the highest
score.
2.
Profitability (Return on Equity)
Companies with higher five-year average
return on equity receive higher scores.
3.
Revenue Growth
Companies with stronger five-year average annual revenue
growth receive higher scores.
4.
Capital Efficiency
Companies with higher five-year average free cash flow as
a percentage of revenue receive higher scores.
5.
Valuation
Companies trading at lower valuation multiples (such as
price-to-earnings ratios) receive higher scores, while companies with higher
valuation multiples receive lower scores.
The
individual factor scores are added together to determine each company’s total
composite score, which is then used to determine its weight in the Lindy Effect
Index.
Each
company’s weight in the Lindy Effect Index is determined proportionally based on
its composite score relative to the total composite score of all
constituents.
Accordingly:
•Companies
with higher composite scores receive larger weights.
•Companies
with lower (but qualifying) composite scores receive smaller
weights.
Final
weights are normalized so that the aggregate weight of all constituents equals
100% at each reconstitution.
This
approach results in an index that emphasizes companies demonstrating greater
longevity, stronger profitability, higher growth, superior capital efficiency,
and more attractive valuations relative to peers.
The
Lindy Effect Index is reconstituted and rebalanced annually. At each annual
reconstitution:
•The
market capitalization and age thresholds are reapplied.
•All
financial metrics are updated using the most recent five-year data.
•Composite
scores are recalculated.
•Constituent
weights are reset based on updated scores.
Between
annual reconstitutions, the Lindy Effect Index is maintained in accordance with
standard index procedures for corporate actions, including stock splits,
mergers, and delistings.
Porter
& Co. Permanent Portfolio Index
The
Permanent Portfolio Index is a rules-based, multi-asset index designed to
provide diversified exposure to property and casualty insurance equities,
quality-oriented equities, real assets, and short-duration fixed income
securities.
Under
normal market conditions, the Permanent Portfolio Index allocates its weight as
follows:
•25%
of net assets to Property and Casualty Insurance companies
•25%
of net assets to capital efficient equities
•25%
of net assets in hard assets, such as Bitcoin and precious metals
•25%
of net assets in cash-like investments
Each
component is assigned its target percentage weight as set forth above. At each
rebalancing, weights are reset to these target allocations.
Because
allocations are predetermined rather than market capitalization-based, the
Permanent Portfolio Index reflects a strategic asset allocation
approach.
The
Permanent Portfolio Index is rebalanced periodically to restore target weights.
At each rebalancing:
•Component
weights are reset to their stated target percentages.
•Any
substitutions (if required) are implemented.
Between
rebalancings, component weights may fluctuate based on market
performance.
ADDITIONAL
INFORMATION ABOUT RISK
It
is important that you closely review and understand the risks of investing in
the Funds. Each Fund’s NAV and investment return will fluctuate based upon
changes in the value of its portfolio securities. You could lose money on your
investment in the Funds, and the Funds could underperform other investments.
There is no guarantee that the Funds will meet its investment objective. An
investment in the Funds is not a deposit of a bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency. The principal risks described herein pertain to direct risks of making
an investment in the Funds and/or risks of the issuers in which the Funds
invests.
Other
Risks for the Funds
Tax
Risk
(Porter
& Company Permanent Portfolio Index ETF only).
The
Fund intends to qualify and remain qualified as a RIC under the Code. The Fund
will qualify as a RIC if, among other things, it meets the source-of-income and
the asset-diversification requirements. With respect to the source-of-income
requirement, the Fund must derive in each taxable year at least 90% of its gross
income (including tax-exempt interest) from (i) dividends, interest, payments
with respect to certain securities loans, gains from the sale or other
disposition of stock, securities or foreign currencies, or other income
(including but not limited to gains from options, futures and forward contracts)
derived with respect to its business of investing in such shares, securities or
currencies and (ii) net income derived from an interest in a “qualified publicly
traded partnership” (the items described in clause (i) and clause (ii)
collectively are “Good Income”).
The
Fund may invest directly in Bitcoin and precious metals and income from such
investments would not qualify as Good Income because Bitcoin and precious metals
does not meet the definition for any of the categories of Good Income. On the
other hand, the Fund’s investments in cash investments will qualify as Good
Income. As a general matter of operation, the Fund will seek to gain to invest
directly in Bitcoin and precious metals, in whole or in part, through
investments in the Fund’s Cayman Subsidiary. The Permanent
Portfolio Subsidiary
is wholly-owned and controlled by the
Porter & Company Permanent Portfolio Index ETF.
The Fund’s investment in its Cayman Subsidiary is intended to provide the Fund
with exposure to Bitcoin and precious metals returns while enabling the Fund to
satisfy source-of-income requirements. The Fund intends to monitor all of their
investments carefully to satisfy the source-of-income test.
Historically,
the Internal Revenue Service (“IRS”) has issued private letter rulings in which
the IRS specifically concluded that income and gains from investments in a
wholly-owned foreign subsidiary that invests in commodity-linked instruments are
Good Income. The Fund has not received such a private letter ruling and is not
able to rely on private letter rulings issued to other taxpayers. Additionally,
the IRS has suspended the granting of such private letter rulings. The IRS also
recently issued proposed regulations that, if finalized, would generally treat a
fund’s income inclusion with respect to a subsidiary as qualifying income only
if there is a distribution out of the earnings and profits of a subsidiary that
are attributable to such income inclusion. The proposed regulations, if adopted,
would apply to taxable years beginning on or after 90 days after the regulations
are published as final.
Based
on the principles underlying private letter rulings previously issued to other
taxpayers, the Fund intends to treat its income from its Cayman Subsidiary as
Good Income without any private letter ruling from the IRS. The tax treatment of
the Fund’s investments in its Cayman Subsidiary may be adversely affected by
future legislation, court decisions, Treasury Regulations and/or guidance issued
by the IRS that could affect whether income derived from such investments is
Good Income, or otherwise affect the character, timing and/or amount of the
Fund’s taxable income or any gains and distributions made by the
Fund.
With
respect to the asset-diversification requirement, the Fund must diversify its
holdings so that, at the end of each quarter of each taxable year (i) at least
50% of the value of the Fund’s total assets is represented by cash and cash
items,
U.S.
government securities, the securities of other RICs and other securities, if
such other securities of any one issuer do not represent more than 5% of the
value of the Fund’s total assets or more than 10% of the outstanding voting
securities of such issuer, and (ii) not more than 25% of the value of the Fund’s
total assets is invested in the securities other than U.S. government securities
or the securities of other RICs of (a) one issuer, (b) two or more issuers that
are controlled by the Fund and that are engaged in the same, similar or related
trades or businesses, or (c) one or more qualified publicly traded
partnerships.
By
keeping its investment in its Cayman Subsidiary below the 25% limit in clause
(ii) of the asset-diversification test, the Fund expects to satisfy the
asset-diversification requirement.
As
noted above, the Fund intends to satisfy both the source-of-income and the
asset-diversification requirements by following the plans outlined above, as
well as all other requirements needed to maintain its status as a RIC, but it is
nonetheless possible that the Fund might lose its status as a RIC. In such a
case, the Fund will be subject to corporate level income tax on all of its
income and gain, regardless of whether or not such income was distributed.
Distributions to the Fund’s shareholders of such income and gain will not be
deductible by the Fund in computing its taxable income. In such event, the
Fund’s distributions, to the extent derived from the Fund’s current or
accumulated earnings and profits, would constitute ordinary dividends, which
would generally be eligible for the dividends received deduction available to
corporate shareholders, and non-corporate shareholders would generally be able
to treat such distributions as “qualified dividend income” eligible for reduced
rates of U.S. federal income taxation in taxable years beginning on or before
December 31, 2013, provided in each case that certain holding period and other
requirements are satisfied.
Distributions
in excess of the Fund’s current and accumulated earnings and profits would be
treated first as a return of capital to the extent of the shareholders’ tax
basis in their Fund shares, and any remaining distributions would be treated as
a capital gain. To qualify as a RIC in a subsequent taxable year, the Fund would
be required to satisfy the source-of-income, the asset diversification, and the
annual distribution requirements for that year and dispose of any earnings and
profits from any year in which the Fund failed to qualify for tax treatment as a
RIC. Subject to a limited exception applicable to RICs that qualified as such
under the Code for at least one year prior to disqualification and that
requalify as a RIC no later than the second year following the nonqualifying
year, the Fund would be subject to tax on any unrealized built-in gains in the
assets held by it during the period in which the Fund failed to qualify for tax
treatment as a RIC that are recognized within the subsequent 10 years, unless
the Fund made a special election to pay corporate-level tax on such built-in
gain at the time of its requalification as a RIC.
Other
Investment Companies Risk. To
the extent that the Funds invest in other ETFs or investment companies, the
value of an investment in the Funds is based on the performance of the
underlying funds in which the Fund invests and the allocation of its assets
among those ETFs or investment companies. The underlying ETFs and investment
companies may change their investment goals, policies or practices and there can
be no assurance that the underlying ETFs or investment companies will achieve
their respective investment goals. Because each Fund invests in ETFs and other
investment companies, shareholders indirectly bear a proportionate share of the
expenses charged by the underlying funds in which it invests which impacts each
Fund’s performance.
Each
Fund is exposed to the risks of the underlying ETFs and investment companies in
which it invests in direct proportion to the amount of assets the Fund allocates
to each underlying fund. One underlying fund may buy the same security that
another underlying fund is selling. You would indirectly bear the costs of both
trades. In addition, you may receive taxable gains from portfolio transactions
by the underlying funds, as well as taxable gains from each Fund’s transactions
in shares of the underlying funds. Each Fund’s ability to achieve its investment
goal depends, in part, upon the- Adviser’s skill in selecting an optimal mix of
underlying funds.
Short-Term
Treasury and Cash Holdings Risk. Each
Fund’s investments in cash and equivalents, including, but not limited to,
short-term U.S. Government securities such as U.S. Treasury securities and
exchange-traded funds that invest in short-term instruments such as the Laddered
T-Bill ETF, are subject to the risk that if the market advances during periods
when the Fund is holding a large cash or cash equivalent position, each Fund may
not participate in market increases as much as it would have if it had been more
fully invested. This could adversely affect the Fund’s performance as compared
to other investments.
Cyber
Security Risk. Failures
or breaches of the electronic systems of the Funds, the Adviser, the Sub-Adviser
and/or the Funds’ other service providers, market makers, Authorized
Participants or the issuers of securities in which a Fund invests have the
ability to cause disruptions and negatively impact a Fund’s business operations,
potentially resulting in financial losses to a Fund and their shareholders.
While each Fund has established business continuity plans and risk management
systems seeking to address system breaches or failures, there are inherent
limitations in such plans and systems. Furthermore, a Fund cannot control the
cyber security plans and systems of the Fund’s service providers, market makers,
Authorized Participants or issuers of securities in which the Funds
invest.
MANAGEMENT
The
Investment Adviser.
Tuttle Capital Management, LLC (the “Adviser”), 155 Lockwood Rd., Riverside,
Connecticut 06878, is the investment adviser for the Funds. The Adviser is
registered as an investment adviser under the Investment Advisers Act of 1940,
as amended. The Adviser is a Delaware limited liability company and was
organized in 2012.
Under
the Investment Advisory Agreement between the Adviser and the Trust, on behalf
of the Funds (the “Investment Advisory Agreement”), the Adviser is responsible
for the day-to-day management of the Funds’ investments. The Adviser also: (i)
furnishes the Funds with office space and certain administrative services; (ii)
provides guidance and policy direction in connection with its daily management
of the Funds’ assets, subject to the authority of the Board. For its services,
the Adviser is entitled to receive an annual management fee calculated daily and
payable monthly, as a percentage of each Fund’s average daily net assets, at the
following rates:
|
|
|
|
|
|
| Fund |
Management
Fee |
| Porter
& Company Property & Casualty Index ETF |
0.65% |
| Porter
& Company Capital Efficiency Index ETF |
0.65% |
| Porter
& Company Lindy Effect Index ETF |
0.65% |
| Porter
& Company Permanent Portfolio Index ETF |
0.75% |
A
discussion regarding the basis for the Board approving the Investment Advisory
Agreement for the Funds will be available in the Funds’ report on Form N-CSR
when that report is available.
The
Portfolio Manager
Matthew
Tuttle, Chief Executive Officer of the Adviser, has served as the Funds’
portfolio manager since their inception in ____ 2026. Matthew Tuttle has been
involved in the financial services industry since 1990. He has an MBA in finance
from Boston University and is the author of two financial books, Financial
Secrets of My Wealthy Grandparents and How Harvard and Yale Beat the
Market. He has been launching and managing ETFs since 2015.
The
SAI provides additional information about the portfolio manager’s compensation,
other accounts managed by the portfolio managers, and the portfolio managers’
ownership in the Funds.
DISTRIBUTION
(12B-1) PLAN
The
Board has adopted a Distribution and Shareholder Service Plan (the “Plan”)
pursuant to Rule 12b-1 under the 1940 Act. In accordance with the Plan, the Fund
is authorized to pay an amount up to 0.25% of its average daily net assets each
year for certain distribution-related activities and shareholder
services.
No
Rule 12b-1 fees are currently paid by the Fund, and there are no current plans
to impose these fees. However, in the event Rule 12b-1 fees are charged in the
future, because the fees are paid out of the Fund’s assets, over time these fees
will increase the cost of your investment and may cost you more than certain
other types of sales charges.
The
Trust
Each
Fund is a series of the ETF Opportunities Trust, an open-end management
investment company organized as a Delaware statutory trust on March 18, 2019.
The Board supervises the operations of the Funds according to applicable state
and federal law, and the Board is responsible for the overall management of the
Fund’s business affairs.
Portfolio
Holdings
A
description of the Funds’ policies and procedures with respect to the disclosure
of their portfolio securities is available in the SAI. Complete holdings are
published on the Funds’ website on a daily basis. Please visit the Funds’
website at www._________________.com. In addition, the Fund’s complete holdings
(as of the dates of such reports) are available in reports on Form N-PORT and
Form N-CSR filed with the SEC.
INDEX
LICENSE DISCLOSURE
The
Index Provider indexes are the exclusive property of Index Provider (“Index
Provider”). Index Provider and the Index Provider index names are service
mark(s) of Index Provider or its affiliates and have been licensed for use for
certain purposes by Tuttle Capital Management, LLC. The financial securities
referred to herein are not endorsed, or sold by Index Provider, and Index
Provider bears no liability with respect to any such financial securities. The
Prospectus contains a more detailed description of the relationship Index
Provider has with [Licensee] and any related financial securities. No purchaser,
seller or holder of this product, or any other person or entity, should use or
refer to any Index Provider trade name, trademark, or service mark to sponsor,
endorse, market, or promote this product without first contacting Index Provider
to determine whether Index Provider’s permission is required. Under no
circumstances may any person or entity claim any affiliation with Index Provider
without the prior written permission of Index Provider.
HOW
TO BUY AND SELL SHARES
Most
investors will buy and sell shares of the Funds through broker-dealers at market
prices. Shares of the Funds are listed for trading on the Exchange and on the
secondary market during the trading day and can be bought and sold throughout
the trading day like other shares of publicly traded securities. Shares of the
Funds are traded under the below listed trading symbols:
|
|
|
|
|
|
| Fund |
Trading
Symbol |
| Porter
& Company Property & Casualty Index ETF |
|
| Porter
& Company Capital Efficiency Index ETF |
|
| Porter
& Company Lindy Effect Index ETF |
|
| Porter
& Company Permanent Portfolio Index ETF |
|
Shares
may only be purchased and sold on the secondary market when the Exchange is open
for trading.
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 price in the secondary market on each leg of a round trip
(purchase and sale) transaction.
The
NAV of the Funds’ shares is calculated at the close of regular trading on the
Exchange, generally 4:00 p.m. New York time, on each day the Exchange is open.
The NAV of the Funds’ Shares is determined by dividing the total value of the
Funds’ portfolio investments and other assets, less any liabilities, by the
total number of Shares outstanding of the Funds.
In
calculating its NAV, a Fund generally values its assets on the basis of market
quotations, last sale prices, or estimates of value furnished by a pricing
service or brokers who make markets in such instruments.
Fair
value pricing is used by a Fund when market quotations are not readily available
or are deemed to be unreliable or inaccurate based on factors such as evidence
of a thin market in the security or a significant event occurring after the
close of the market but before the time as of which a Fund’s NAV is calculated.
When fair-value pricing is employed, the prices of securities used by a Fund to
calculate its NAV may differ from quoted or published prices for the same
securities.
APs
may acquire shares directly from a Fund, and APs may tender their shares for
redemption directly to the Fund, at NAV per share only in large blocks, or
Creation Units, of at least XXXXX shares. Purchases and redemptions directly
with the Fund must follow the Fund’s procedures, which are described in the SAI.
Under
normal circumstances, a Fund will pay out redemption proceeds to a redeeming AP
within two (2) days after the AP’s redemption request is received, in accordance
with the process set forth in the Fund’s SAI and in the agreement between the AP
and the Fund’s distributor. However, a Fund reserves the right, including under
stressed market conditions, to take up to seven (7) days after the receipt of a
redemption request to pay an AP, all as permitted by the 1940 Act. Each Fund
anticipates regularly meeting redemption requests primarily through cash or
in-kind redemptions. However, each Fund reserves the right to pay all or portion
of the redemption proceeds to an AP in cash. Cash used for redemptions will be
raised from the sale of portfolio assets or may come from existing holdings of
cash or cash equivalents.
Each
Fund may liquidate and terminate at any time without shareholder
approval.
Book
Entry
Shares
are held in book entry form, which means that no stock certificates are issued.
The Depository Trust Company (“DTC”) or its nominee is the record owner of all
outstanding shares and is recognized as the owner of all shares for all
purposes.
Investors
owning shares are beneficial owners as shown on the records of DTC or its
participants. DTC serves as the securities depository for all shares.
Participants in DTC include securities brokers and dealers, banks, trust
companies, clearing corporations and other institutions that directly or
indirectly maintain a custodial relationship with DTC. As a beneficial owner of
shares, you are not entitled to receive physical delivery of stock certificates
or to have shares registered in your name, and you are not considered a
registered owner of shares. Therefore, to exercise any right as an owner of
shares, you must rely upon the procedures of DTC and its participants. These
procedures are the same as those that apply to any other securities that you
hold in book entry or “street name” form.
FREQUENT
PURCHASES AND REDEMPTIONS OF FUND SHARES
Shares
can only be purchased and redeemed directly from a Fund in Creation Units by
APs, and the vast majority of trading in shares occurs on the secondary market.
Because the secondary market trades do not directly involve a Fund, it is
unlikely those trades would cause the harmful effects of market timing,
including dilution, disruption of portfolio management, increases in a Fund’s
trading costs and the realization of capital gains. With regard to the purchase
or redemption of Creation Units directly with a Fund, to the extent effected
in-kind (i.e.,
for securities), those trades do not cause the harmful effects that may result
from frequent cash trades. To the extent trades are effected in whole or in part
in cash, those trades could result in dilution to a Fund and increased
transaction costs, which could negatively impact a Fund’s ability to achieve its
investment objectives. However, direct trading by APs is critical to ensuring
that shares trade at or close to NAV. Each Fund also employ fair valuation
pricing to minimize potential dilution from market timing. In addition, each
Fund imposes transaction fees on purchases and redemptions of shares to cover
the custodial and other costs incurred by a Fund in effecting trades. These fees
increase if an investor substitutes cash in part or in whole for securities,
reflecting the fact that a Fund’s trading costs increase in those circumstances.
Given this structure, the Trust has determined that it is not necessary to adopt
policies and procedures to detect and deter market timing of the Shares.
DIVIDENDS,
OTHER DISTRIBUTIONS AND TAXES
Shares
are traded throughout the day in the secondary market on a national securities
exchange on an intra-day basis and are created and redeemed in-kind and/or for
cash in Creation Units at each day’s next calculated NAV. In-kind arrangements
are designed to protect ongoing shareholders from the adverse effects on a
Fund’s portfolio that could arise from frequent cash redemption transactions.
Each Fund expects to typically satisfy redemptions in-kind. However, if a Fund
satisfies a redemption in cash this may result in a Fund selling portfolio
securities to obtain cash to meet net Fund redemptions which can have an adverse
tax impact on taxable shareholders. These sales may generate taxable gains for
the ongoing shareholders of a Fund, whereas the shares’ in-kind redemption
mechanism generally will not lead to a tax event for a Fund or its ongoing
shareholders.
Ordinarily,
dividends from net investment income, if any, are declared and paid monthly by
each Fund. Each Fund will distribute its net realized capital gains, if any, to
shareholders annually. Each Fund may also pay a special distribution at the end
of a calendar year to comply with U.S. federal income tax requirements.
No
dividend reinvestment service is provided by the Funds. Broker-dealers may make
available the DTC book-entry Dividend Reinvestment Service for use by beneficial
owners of a Fund for reinvestment of their dividend distributions. Beneficial
owners should contact their broker to determine the availability and costs of
the service and the details of participation therein. Brokers may require
beneficial owners to adhere to specific procedures and timetables. If this
service is available and used, dividend distributions of both income and
realized gains will be automatically reinvested in additional whole shares of a
Fund purchased in the secondary market.
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 Fund shares is made through a tax-exempt entity or
tax-deferred account, such as an individual retirement account, you need to be
aware of the possible tax consequences when:
-The
Fund makes distributions,
-You
sell your shares listed on the Exchange, and
-You
purchase or redeem Creation Units.
Taxes
on Distributions
Distributions
from a Fund’s net investment income, including net short-term capital gains, if
any, are taxable to you as ordinary income, except that a Fund’s dividends
attributable to its “qualified dividend income” (i.e.,
dividends received on stock of most domestic and certain foreign corporations
with respect to which the Fund satisfies certain holding period and other
requirements), if any, generally are subject to U.S. federal income tax for U.S.
non-corporate shareholders who satisfy those requirements with respect to their
shares at the rate for net long-term capital gain. A part of a Fund’s dividends
also may be eligible for the dividends-received deduction allowed to U.S.
corporations (the eligible portion of which may not exceed the aggregate
dividends a Fund receives from domestic corporations subject to U.S. federal
income tax (excluding REITs) and excludes dividends from foreign corporations)
subject to similar requirements. However, dividends a U.S. corporate shareholder
deducts pursuant to that deduction are subject indirectly to the U.S. federal
alternative minimum tax. Note that in light of the Fund’s investment objectives,
it does not expect a large portion of its dividends from the Fund’s net
investment income to qualify as “qualified dividend income” or qualify for the
dividends-received deduction.
A
higher portfolio turnover rate may indicate higher transaction costs and may
result in higher taxes when Fund shares are held in a taxable account. These
costs, which are not reflected in annual Fund operating expenses, affect the
Fund’s performance.
In
general, distributions received from a Fund are subject to U.S. federal income
tax when they are paid, whether taken in cash or reinvested in the Fund (if that
option is available). Distributions reinvested in additional shares through the
means of a dividend reinvestment service, if available, will be taxable to
shareholders acquiring the additional shares to the same extent as if such
distributions had been received in cash. Distributions of net long-term capital
gains, if any, in excess of net short-term capital losses are taxable as
long-term capital gains, regardless of how long you have held the shares in the
Fund.
Distributions
in excess of the Fund’s current and accumulated earnings and profits are treated
as a tax-free return of capital to the extent of your basis in the shares and as
capital gain thereafter. A distribution will reduce the Fund’s NAV per share and
may be taxable to you as ordinary income or capital gain (as described above)
even though, from an investment standpoint, the distribution may constitute a
return of capital.
Each
Fund is required to backup withhold 24% of your distributions and redemption
proceeds if you have not provided the Fund with a correct taxpayer
identification number (which generally is a Social Security number for
individuals) in the required manner and in certain other situations.
Taxes
on Exchange-Listed Share Sales
Any
capital gain or loss realized upon a sale of shares is generally treated as
long-term capital gain or loss if the shares have been held for more than one
year and as short-term capital gain or loss if the shares have been held for one
year or less. The ability to deduct capital losses from sales of shares may be
limited.
Taxes
on Purchase and Redemption of Creation Units
An
Authorized Participant who exchanges securities for Creation Units generally
will recognize a gain or a loss equal to the difference between the market value
of the Creation Units at the time of the exchange and the sum of the
exchanger’s
aggregate basis in the securities surrendered plus any cash it pays. An
Authorized Participant who exchanges Creation Units for securities will
generally recognize a gain or loss equal to the difference between the
exchanger’s basis in the Creation Units and the sum of the aggregate market
value of the securities received plus any cash received. The Internal Revenue
Service (“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 for other reasons. Persons exchanging securities
should consult their own tax adviser with respect to whether the wash sale rules
apply and when a loss might not be deductible.
Any
capital gain or loss realized upon redemption of Creation Units is generally
treated as long-term capital gain or loss if the shares have been held for more
than one year and as short-term capital gain or loss if the shares have been
held for one year or less.
If
you purchase or redeem Creation Units, you will be sent a confirmation statement
showing how many shares you purchased or sold and at what price. See “Taxes” in
the SAI for a description of the requirement regarding basis determination
methods applicable to share redemptions and the Fund’s obligation to report
basis information to the IRS.
At
the time this prospectus was prepared, there were various legislative proposals
under consideration that would amend the Internal Revenue Code. At this time,
though, it is not possible to determine whether any of these proposals will
become law and how these changes might affect the Fund or its shareholders.
The
foregoing discussion summarizes some of the possible consequences under current
U.S. federal tax law of an investment in the Fund. It is not a substitute for
personal tax advice. Consult your personal tax adviser about the potential tax
consequences of an investment in the shares under all applicable tax laws. See
“Taxes” in the SAI for more information.
FUND
SERVICE PROVIDERS
Commonwealth
Fund Services, Inc. (the
“Administrator”) is the Funds’ administrator. The firm is primarily in the
business of providing administrative services to retail and institutional mutual
funds and exchange-traded funds.
U.S.
Bancorp Fund Services, LLC (“U.S. Bancorp”)
serves as the Funds’ fund accountant, and it provides certain other services to
the Funds not provided by the Administrator. U.S. Bancorp is primarily in the
business of providing administrative, fund accounting services to retail and
institutional exchange-traded funds and mutual funds.
As
transfer agent, U.S. Bancorp has, among other things, agreed to: issue and
redeem shares of the Fund; make dividend and other distributions to shareholders
of the Fund; effect transfers of shares; mail communications to shareholders of
the Fund, including account statements, confirmations, and dividend and
distribution notices; facilitate the electronic delivery of shareholder
statements and reports; and maintain shareholder accounts.
U.S.
Bank N.A. acts
as custodian for the Fund. As such, U.S. Bank N.A. holds all securities and cash
of the Fund, delivers and receives payment for securities sold, receives and
pays for securities purchased, collects income from investments, and performs
other duties, all as directed by officers of the Trust. U.S. Bank N.A. does not
exercise any supervisory function over management of the Fund, the purchase and
sale of securities, or the payment of distributions to
shareholders.
Foreside
Fund Services, LLC (the
“Distributor”) serves as the Distributor of Creation Units for the Funds on an
agency basis. The Distributor does not maintain a secondary market in
shares.
Practus,
LLP serves
as legal counsel to the Trust and the Funds.
______ serves
as the Funds’ independent registered public accounting firm. The independent
registered public accounting firm is responsible for auditing the annual
financial statements of the Funds.