Subject
to Completion [______], 2025
The
information in this Prospectus is not complete and may be changed. We 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.
Pabrai
Wagons ETF
[WAGN]
Listed
on the NYSE
PROSPECTUS
[
], 2025
The
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
SUMMARY
SECTION
Investment
Objective
The
Pabrai Wagons ETF (the “Fund”) seeks to achieve long-term capital
appreciation.
Fees
and Expenses of the Fund
This
table describes the fees and expenses that you may pay if you buy, hold, and
sell shares of the Fund (“Shares”). You
may pay other fees, such as brokerage commissions and other fees to financial
intermediaries, which are not reflected in the table and expense example
below.
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Annual
Fund Operating Expenses
(expenses
that you pay each year as a percentage of the value of your
investment) |
| Management
Fees |
[
]% |
| Distribution
and Service (12b-1) Fees |
0.00% |
|
Other
Expenses(1)(2)
|
0.00% |
| Total
Annual Fund Operating Expenses |
[
]% |
|
|
(1)
Estimated for the current fiscal year.
(2)
Pursuant
to an investment advisory agreement (the “Investment Advisory Agreement”),
Dhandho Funds, LLC (the “Advisor”) has agreed to pay all expenses of the Fund
except for the fee paid to the Advisor pursuant to the Investment Advisory
Agreement, interest charges on any borrowings, taxes, brokerage commissions and
other expenses incurred in placing orders for the purchase and sale of
securities and other investment instruments, acquired fund fees and expenses,
accrued deferred tax liability, extraordinary expenses, and distribution fees
and expenses paid by the Fund under any distribution plan adopted pursuant to
Rule 12b-1 under the Investment Company Act of 1940, as amended (the “1940
Act”).
Example
This
Example is intended to help you compare the cost of investing in the Fund with
the cost of investing in other mutual funds. The Example assumes that you invest
$10,000 in the Fund for the time periods indicated and then redeem all of your
shares at the end of those periods. The Example also assumes that your
investment has a 5% return each year and that the Fund’s operating expenses
remain the same. Although your actual costs may be higher or lower, based on
these assumptions, your costs would be:
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| One
Year |
Three
Years |
| [
] |
[
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Portfolio
Turnover
The
Fund pays transaction costs, such as commissions, when it buys and sells
securities (or “turns over” its portfolio). A higher portfolio turnover rate may
indicate higher transaction costs and may result in higher taxes when Shares are
held in a taxable account. These costs, which are not reflected in annual fund
operating expenses or in the Example, affect the Fund’s performance. During the
most recent fiscal period ended June 30, 2025, the Predecessor Fund’s (defined
below) portfolio turnover rate was [ ]% of the average value of its portfolio.
Principal
Investment Strategies
The
Fund is an actively-managed exchange-traded fund (“ETF”) that seeks to achieve
long-term capital appreciation.
Under
normal circumstances, the Fund aims to achieve its investment objective by
investing at least 80% of the value of its net assets (plus any borrowings for
investment purposes) in equity securities. Equity
securities
that the Fund will invest in consists primarily of common stocks of companies of
any size market capitalization. The Fund may invest in both growth and value
companies. In selecting investments, the portfolio manager can also invest where
it is deemed appropriate in companies having special situations and whose shares
are out of favor, but appear to have prospects for above-average growth and
recovery over an extended period of time. Such companies may include companies
that are experiencing management changes, for instance. The Fund may invest up
to 100% of its total assets in securities issued by foreign issuers, including
in American Depositary Receipts (“ADRs”), European Depositary Receipts (“EDRs”),
Global Depositary Receipts (“GDRs”), Exchange Traded Funds (“ETFs”), and
directly in foreign equity securities. The Fund determines where a company is
located, and thus, whether a company is considered to be located outside the
United States by considering whether: (i) it is organized under the laws of
or maintains its principal office in a country located outside the United
States; (ii) its securities are principally traded on trading markets in
countries located outside the United States; (iii) it derives at least 50%
of its total revenue or profits from either goods produced or services performed
or sales made in countries located outside the United States; or (iv) it
has at least 50% of its assets in countries located outside the United States.
The Fund’s non-U.S. investments may include equity securities issued by
companies that are established or operating in emerging market countries and up
to 100% of the Fund’s total assets may be invested in securities of companies
located in emerging markets. The Advisor considers emerging markets to be those
countries included in the MSCI Emerging Markets Index or classified by World
Bank, the International Finance Corporation, and the United Nations (and its
agencies). These countries are typically located in Central and Eastern Europe,
Africa, the Middle East, Asia and Central and South America. The Fund may also
invest in pre-emerging markets, also known as frontier markets. As of the end of
the last fiscal year, the Predecessor Fund held a significant amount of assets
in a single Indian security.
The
Fund may also invest in preferred stocks, and other equity-like instruments,
such as partnership interests, limited liability company interests, business
trust shares and rights, Real Estate Investment Trusts (“REITs”), and other
securities that are convertible into equity securities. The Fund may also invest
in unregistered (“Rule 144A”) securities to the extent permitted by the
1940 Act. The Fund may, from time to time, have significant exposure to one
or more sectors of the market.
Although
the Fund normally holds a focused portfolio of equity securities, the Fund is
not required to be fully invested in such securities and may maintain a
significant portion of its total assets in cash and securities generally
considered to be cash equivalents. In certain market conditions, the Advisor may
determine that it is appropriate for the Fund to hold a significant cash
position for an extended period of time.
The
investment philosophy of Dhandho Funds LLC (the “Advisor”) is rooted in the
belief that exceptional investment performance is usually the product of only a
few great investments held for a very long time; the key is to not only find the
great investments, but also not sell them. The Fund will seek to buy
high-quality businesses when they are available at a meaningful discount to
their underlying intrinsic value. “High-quality” is defined as those businesses
that have a proven, repeated ability to reinvest capital at high rates and are
run by exceptional people. The Fund will be opportunistic and will be open to
acquiring businesses in many different geographies. Once the Advisor acquires
these businesses, it will endeavor to hold and allow them to compound for the
long-run. Reminiscent of the defensive maneuver of American pioneers in the
1800s, the Fund will “circle the wagons” around its highest conviction holdings,
which it believes will have the highest potential for investment returns. If the
Fund needs to sell securities to meet cash needs, it will generally avoid
selling these high conviction securities first. The Fund is non-diversified
under the Investment Company Act of 1940, as amended (the “1940 Act”), and
may invest a larger percentage of its assets in fewer issuers than diversified
mutual funds.
The
Advisor may sell a security for a variety of reasons, including, without
limitation, when: (1) a security subsequently fails to meet the Advisor’s
initial investment criteria; (2) an issuer specific event, such as an
acquisition or recapitalization, changes the fundamental operations of the
company; (3) upon comparative analysis, a new security is judged to be more
attractive than a current holding; (4) views
change
of the individual holdings as well as the general market; or (5) something
changes for the worse in the business model, management or governance, or future
opportunity for reinvestment.
Principal
Risks of Investing in the Fund
As
with all mutual funds, there is the risk that you could lose all or a portion of
your investment in the Fund. The following risks are considered principal to the
Fund and could affect the value of your investment:
•Equity
Securities Risk – Equity Securities are susceptible to general stock market
fluctuations which may result in volatile increases and decreases in value. The
price of equity securities fluctuates based on changes in a company’s financial
condition and overall market and economic conditions. These fluctuations may
cause a security to be worth less than its cost when originally purchased or
less than it was worth at an earlier time.
•Foreign
Securities – Investing in foreign securities may involve increased risks
including political and economic risks, greater volatility, currency
fluctuations, higher transaction costs, delayed settlement, possible foreign
controls on investment, and less stringent investor protection and disclosure
standards of foreign markets.
•Risk
of Focusing Investment on Region or Country – Investing a significant portion of
assets in one country or region makes the Fund more dependent upon the political
and economic circumstances of that particular country or region.
◦India
Investment Risk – Government actions, bureaucratic obstacles and inconsistent
economic reform within the Indian government have had a significant effect on
the Indian economy and could adversely affect market conditions, economic growth
and the profitability of private enterprises in India. Global factors and
foreign actions may inhibit the flow of foreign capital on which India is
dependent to sustain its growth. Large portions of many Indian companies remain
in the hands of their founders (including members of their families). Corporate
governance standards of family-controlled companies may be weaker and less
transparent, which increases the potential for loss and unequal treatment of
investors. India experiences many of the risks associated with developing
economies, including relatively low levels of liquidity, which may result in
extreme volatility in the prices of Indian securities.
Religious,
cultural and military disputes persist in India and between India and Pakistan
(as well as sectarian groups within each country). Both India and Pakistan have
tested nuclear arms, and the threat of deployment of such weapons could hinder
development of the Indian economy, and escalating tensions could impact the
broader region, including China. Indian securities may be subject to a
short-term capital gains tax in India on gains realized upon disposition of
securities lots held less than one year. The Fund accrues for this potential
expense, which reduces its net asset values.
◦Turkey
Investment Risk – The Turkish economy is heavily dependent on relationships with
certain key trading partners, including European Union countries, China and
Russia. The Turkish economy has certain significant economic weaknesses, such as
its relatively high current account deficit and currency volatility. Turkey has
historically experienced acts of terrorism and strained relations related to
border disputes with certain neighboring countries. The continuation of the
conflict on the Turkish-Syrian border, for example, could have an adverse impact
on the Turkish economy. Turkey may be subject to considerable degrees of social
and political instability. Unanticipated or sudden political or social
developments may cause uncertainty in the Turkish stock market and as a result
adversely affect issuers to which the Fund has exposure.
◦Eurozone
Investment Risk – The Economic and Monetary Union of the European Union (EMU) is
comprised of the European Union (EU) members that have adopted the euro
currency. By adopting the euro as its currency, a member state relinquishes
control of its own monetary policies and is subject to fiscal and monetary
controls. EMU members could voluntarily abandon or be forced out of the euro.
Such events could impact the market values of Eurozone and various other
securities and currencies, cause redenomination of certain securities into less
valuable local currencies and create more volatile and illiquid markets. Certain
countries and regions in the EU are experiencing significant financial
difficulties. Some of these countries may be dependent on assistance from other
European governments and institutions or agencies. One or more countries could
depart from the EU, which could weaken the EU and, by extension, its remaining
members. For example, the United Kingdom’s departure, described in more detail
below.
◦Asia
Investment Risk – Investments in countries in the Asian region will be impacted
by the market conditions, legislative or regulatory changes, competition, or
political, economic and other developments in Asia. Investments in China may
subject the Fund to certain additional risks, including exposure to currency
fluctuations, less liquidity, expropriation, confiscatory taxation,
nationalization, exchange control regulations (including currency blockage),
trading halts, imposition of tariffs, limitations on repatriation and differing
legal standards. Because a portion of the assets of the Fund may be invested in
Japanese securities, the Fund’s performance is expected to be impacted by the
political, social and economic environment in Japan. Economic growth in Japan is
heavily dependent on international trade, government support, and consistent
government policy. Slowdowns in the economies of key trading partners such as
the United States, China, and countries in Southeast Asia could have a negative
impact on the Japanese economy as a whole. The Japanese economy has in the past
been negatively affected by, among other factors, government intervention and
protectionism and an unstable financial services sector.
◦South
Korea Investment Risk – Investments in South Korean issuers may subject the Fund
to legal, regulatory, political, currency, security, and economic risks that are
specific to South Korea. In addition, economic and political developments of
South Korea’s neighbors may have an adverse effect on the South Korean
economy.
•Emerging
and Frontier Markets Risk – Emerging markets may involve greater risk and
volatility than more developed markets. Some emerging markets countries may have
fixed or managed currencies that are not free-floating against the
U.S. dollar. Certain of these currencies have experienced, and may
experience in the future, substantial fluctuations or a steady devaluation
relative to the U.S. dollar. Frontier market countries generally have
smaller economies and even less developed capital markets than emerging markets.
As a result, the risks of investing in emerging markets are magnified in
frontier markets, and include potential for extreme price volatility and
illiquidity; government ownership or control of parts of private sector and of
certain companies; trade barriers, exchange controls, managed adjustments in
relative currency values and other protectionist measures; and relatively new
and unsettled securities laws.
•ETF
Risks –
The Fund is an ETF, and, as a result of an ETF’s structure, it is exposed to the
following risks:
Authorized
Participants, Market Makers, and Liquidity Providers Concentration Risk
–
The Fund has a limited number of financial institutions that may act as
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’s investment strategy may require it to redeem Shares for cash or to
otherwise include cash as part of its 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. By
paying out higher annual capital gain distributions, investors may be subjected
to increased capital gains taxes.
Cash
Transactions Risk –
The Fund expects to effect many of its creation unit purchase transactions for
cash, rather than in-kind for securities. This may cause the Fund to incur
brokerage, tax, foreign exchange, execution, price movement or other costs and
expenses resulting from trades due to cash purchase transactions. The Fund may
also effect redemptions of creation units for cash or a combination of cash and
in-kind. As a result, the Fund may have to sell portfolio securities, possibly
at inopportune times, in order to obtain the cash needed to meet redemption
orders. This may cause the Fund to sell a security and recognize a capital gain
or loss that might not have been incurred if it had made a redemption in-kind.
The use of cash in purchases and redemptions may also cause the Fund’s shares to
trade in the market at wider bid-ask spreads or greater premiums or discounts to
the Fund’s NAV. The maximum transaction fee may not be sufficient to compensate
the Fund for additional costs or expenses due to the use of cash in creation
unit transactions, and the Fund’s performance could be adversely impacted.
Costs
of Buying or Selling Shares –
Due to the costs of buying or selling Shares, including brokerage commissions
imposed by brokers and bid-ask spreads, frequent trading of Shares may
significantly reduce investment results and an investment in Shares may not be
advisable for investors who anticipate regularly making small investments.
Shares
May Trade at Prices Other Than NAV –
As with all ETFs, Shares may be bought and sold in the secondary market at
market prices. Although it is expected that the market price of Shares will
approximate the Fund’s NAV, there may be times when the market price of Shares
is more than the NAV intra-day (premium) or less than the NAV intra-day
(discount) due to supply and demand of Shares or during periods of market
volatility. This risk is heightened in times of market volatility, periods of
steep market declines, and periods when there is limited trading activity for
Shares in the secondary market, in which case such premiums or discounts may be
significant.
Trading
–
Although Shares are listed for trading on NYSE (the “Exchange”) and may be
traded on U.S. exchanges other than the Exchange, there can be no assurance that
Shares will trade with any volume, or at all, on any stock exchange. In stressed
market conditions, the liquidity of Shares may begin to mirror the liquidity of
the Fund’s underlying portfolio holdings, which can be significantly less liquid
than Shares, and this could lead to differences between the market price of the
Shares and the underlying value of those Shares.
Listing
Standards Risk
– The Fund is required to comply with listing requirements adopted by the
listing exchange. Non-compliance with such requirements may result in the Fund’s
shares being delisted by the listing exchange. Any resulting liquidation of the
Fund could cause the Fund to incur elevated transaction costs and could result
in negative tax consequences for its shareholders.
•Large-Cap
Investment Risk – Larger, more established companies may be unable to respond
quickly to new competitive challenges like changes in consumer tastes or
innovative smaller competitors. In addition, large-cap companies are sometimes
unable to attain the high growth rates of successful, smaller companies,
especially during extended periods of economic expansion.
•Management
Risk – The Fund may not meet its investment objective based on the Advisor’s
success or failure to implement investment strategies for the Fund.
•Key
Man Risk – The Fund’s investment adviser is heavily dependent on the activities
of a single individual, Mohnish Pabrai, Founder and CEO of the Advisor and the
portfolio manager of the Fund. In the absence of Mr. Pabrai, the Fund would not
be able to continue to operate and would have to liquidate.
•Mid-Cap
and Small-Cap Investment Risk – Securities of mid-cap and small-cap companies
may possess comparatively greater price volatility and less liquidity than the
securities of companies that have larger market capitalizations.
•Non-Diversification
Risk – The Fund is classified as non-diversified under the 1940 Act, which means
the Fund may invest a larger percentage of its assets in the securities of a
smaller number of issuers than a diversified fund. Investment in securities of a
limited number of issuers may expose the Fund to greater market risk and
potential losses than if its assets were diversified among the securities of a
greater number of issuers.
•Volatility
Risk
- The
smaller size and lower levels of liquidity in emerging markets, as well as other
factors, may result in changes in the prices of emerging market securities that
are more volatile than those of companies in more developed regions. This
volatility can cause the price of the Fund’s shares to go up or down
dramatically. Because of this volatility, this Fund is better suited for
long-term investors. If the value of the Fund’s investments declines, the net
asset value of the Fund will decline and investors may lose some or all of the
value of their investments.
•
The
remaining principal risks are presented in alphabetical order. Each risk
summarized below is considered a “principal risk” of investing in the Fund,
regardless of the order in which it appears.
•Cash
Position Risk – To the extent that the Fund holds large positions in cash or
cash equivalents, there is a risk of lower returns and potential lost
opportunities to participate in market appreciation.
•Consumer
Discretionary Sector Risk – Consumer discretionary products and services are
non-essential products and services whose demand tends to increase as consumers’
disposable income increases, such as automobiles, apparel, electronics, home
furnishings, and travel and leisure products and services. Investments in this
sector can be significantly affected by the performance of the overall economy,
interest rates, competition, and consumer confidence. Success can depend heavily
on disposable household income and consumer spending. Changes in demographics
and consumer tastes can also affect the demand for, and success of, consumer
discretionary products. The prices of raw materials fluctuate in response to a
number of factors, including changes in government agricultural support
programs, exchange rates, import and export controls, changes in international
agricultural and trading policies and seasonal and weather conditions. Companies
in the consumer discretionary sector may be subject to severe competition, which
may also have an adverse impact on their profitability.
•Depositary
Receipts Risk – Depositary receipts are subject to many of the risks associated
with investing directly in foreign securities, including, among other things:
political, social, and economic developments abroad; currency movements; and
different legal, regulatory, and tax environments.
•ETF
Trading Risk – To the extent the Fund invests in ETFs, it is subject to
additional risks that do not apply to mutual funds, including the risk that the
market price of an ETF’s shares may trade at a discount to its net asset value
(“NAV”), an active secondary trading market may not develop or be maintained, or
trading may be halted by the exchange in which the ETFs trade, which may impact
the Fund’s ability to sell its shares of an ETF. Where all or portion of the
ETF’s underlying securities trade in a market that is closed when the market in
which the ETF shares and listed in trading is open, there may be changes between
the last quote and the closed foreign market and the value of such security
during the ETF’s domestic trading day.
•Foreign
Currency Risk – Currency movements may negatively impact value even when there
is no change in value of the security in the issuer’s home country. Currency
management strategies may substantially change the Fund’s exposure to currency
exchange rates and could result in losses to the Fund if currencies do not
perform as the Advisor expects.
•Econmoic
and Market Risk – Economies and financial markets throughout the world are
becoming increasingly interconnected, which increases the likelihood that events
or conditions in one country or region will adversely impact markets or issuers
in other countries or regions. Securities in the Fund’s portfolio may
underperform in comparison to securities in the general financial markets, a
particular financial market, or other asset classes, due to a number of factors,
including inflation (or expectations for inflation), deflation (or expectations
for deflation), interest rates, global demand for particular products or
resources, market instability, financial system instability, debt crises and
downgrades, embargoes, tariffs, sanctions and other trade barriers, regulatory
events, other governmental trade or market control programs and related
geopolitical events. In addition, the value of the Fund’s investments may be
negatively affected by the occurrence of global events such as war, terrorism,
environmental disasters, natural disasters or events, country instability, and
infectious disease epidemics or pandemics. The imposition by the U.S. of tariffs
on goods imported from foreign countries and reciprocal tariffs levied on U.S.
goods by those countries also may lead to volatility and instability in domestic
and foreign markets
•Newer
Fund Risk – The Fund is new with a limited operating history and there can be no
assurance that the Fund will grow to or maintain an economically viable size.
•Private
Placement Risk - The Fund may invest in privately issued securities of domestic
common and preferred stock, convertible debt securities, ADRs and REITs,
including those which may be resold only in accordance with Rule 144A under the
Securities Act of 1933, as amended (the “1933 Act”). Privately issued securities
are restricted securities that are not publicly traded. Delay or difficulty in
selling such securities may result in a loss to the Fund.
•Real
Estate Investment Trusts Risk – In addition to the risks facing real
estate-related securities, such as a decline in property values due to
increasing vacancies; a decline in rents resulting from unanticipated economic,
legal, or technological developments; or a decline in the price of securities of
real estate companies due to a failure of borrowers to pay their loans or poor
management, investments in REITs involve unique risks. REITs may have limited
financial resources, may trade less frequently and in limited volume, and may be
more volatile than other securities.
•Sector
Emphasis Risk – From time to time, the Fund may invest 25% or more of its assets
in one or more sectors subjecting the Fund to sector emphasis risk. This is the
risk that the Fund is subject to a greater risk of loss as a result of adverse
economic, business, or other developments affecting a specific sector that the
Fund has a focused position in, than if its investments were diversified across
a greater number of industry sectors. Some sectors possess particular risks that
may not affect other sectors.
An
investment in the Fund is not a deposit of a bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency.
Performance
The
following performance information indicates some of the risks of investing in
the Fund. As of the close of business on [ ], the Fund has adopted the
performance history of the Pabrai Wagons Fund, which operated as a mutual fund
using the same investment strategies (the “Predecessor Fund”, and together with
the Fund, the “Funds”). The Predecessor Fund’s Retail Class shares were merged
into the Institutional
Class prior to the Predecessor Fund’s reorganization into the Fund. The bar
chart shows the Predecessor Fund’s performance for the calendar year ended
December 31. The table illustrates how the Predecessor Fund’s average
annual returns for one-year and since inception periods compare with those of a
broad measure of market performance and an additional index the Advisor believes
represents the Fund’s investment strategy. The Advisor believes that the
additional index reasonably represents the market sectors in which the Fund
invests. The Predecessor Fund’s past performance, before and after taxes, does
not necessarily indicate how the Fund will perform in the future.
Updated
performance information is available on the Predecessor Fund’s website at
www.wagonsfund.com and the Fund’s website at www.wagonsetf.com.
Calendar
Year Total Return as of December 31
The
Predecessor Fund’s Institutional Class year-to-date return as of [ ] was [ %].
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| Best
Quarter: |
[
] |
[
] |
| Worst
Quarter: |
[
] |
[
] |
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Average
Annual Total Returns for the Predecessor Fund
(for
the periods ended December 31, 2024) |
|
2024 |
Since
Inception(1) |
| Institutional
Class |
|
|
| Return
Before Taxes |
[
] |
[
] |
| Return
After Taxes on Distributions |
[
] |
[
] |
| Return
After Taxes on Distributions and Sale of Fund Shares |
[
] |
[
] |
|
S&P
500®
Index
(reflects
no deduction for fees, expenses or taxes) |
[
] |
[
] |
|
S&P
500®
Equal Weight Total Return Index (reflects
no deduction for fees, expenses or taxes) |
[
] |
[
] |
(1)The
Predecessor Fund commenced operations on September 29, 2023. Performance shown
prior to the inception of the Fund, is that of the Predecessor Fund’s
Institutional Class shares.
Management
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| Investment
Advisor |
Portfolio
Manager |
|
Dhandho
Funds LLC
|
Mohnish
Pabrai, Founder and CEO of the Advisor. Has managed the Predecessor
Fund since inception (September 2023), and will manage the
Fund. |
Purchase
and Sale of Fund Shares
You
may purchase or redeem Fund Shares through a financial
intermediary.
Shares
are listed on the Exchange, and individual Shares may only be bought and sold in
the secondary market through brokers at market prices, rather than NAV. Because
Shares trade at market prices rather than NAV, Shares may trade at a price
greater than NAV (premium) or less than NAV (discount).
The
Fund issues and redeems Shares at NAV only in large blocks of 10,000 Shares
known as “Creation units,” which only APs (typically, broker-dealers) may
purchase or redeem. The Fund generally issues and redeems Creation Units in
exchange for a portfolio of securities and/or a designated amount of U.S. cash.
Investors
may incur costs attributable to the difference between the highest price a buyer
is willing to pay to purchase Shares (bid) and the lowest price a seller is
willing to accept for Shares (ask) when buying or selling Shares in the
secondary market (the “bid-ask spread”). Recent information about the Fund,
including its NAV, market price, premiums and discounts, and bid-ask spreads is
available on the Fund’s website at www.wagonsfund.com.
Tax
Information
The
Fund’s distributions are taxed as ordinary income or capital gains, unless you
are investing through a tax-deferred arrangement, such as a 401(k) plan or an
individual retirement account. Tax-deferred arrangements may be taxed later upon
withdrawal of monies from those accounts.
Payments
to Broker-Dealers and Other Financial Intermediaries
Purchase
of Shares of the Fund through a broker-dealer may induce payments to the
intermediary for the sale of Shares and related services. These payments may
create a conflict of interest by influencing the broker-dealer or other
intermediary and your salesperson to recommend the Fund over another investment.
Ask your salesperson or visit your financial intermediary’s website for more
information.
INVESTMENT
OBJECTIVE, PRINCIPAL INVESTMENT STRATEGIES, AND RISKS
Investment
Objective
The
Fund’s investment objective is to seek long-term capital appreciation. The
Fund’s investment objective is non-fundamental and may be changed without
shareholder approval upon at least a 60-day written notice to shareholders.
There is no assurance that the Fund will achieve its investment
objective.
Principal
Investment Strategies
Under
normal circumstances, the Fund aims to achieve its investment objective by
investing at least 80% of the value of its net assets (plus any borrowings for
investment purposes) in equity securities. Equity securities that the Fund will
invest in consists primarily of common stocks of companies of any size market
capitalization. The Fund may invest in both growth and value companies. In
selecting investments, the portfolio manager can also invest where it is deemed
appropriate in companies having special situations and whose shares are out of
favor, but appear to have prospects for above-average growth and recovery over
an extended period of time. Such companies may include companies that are
experiencing management changes, for instance. The Fund may invest up to 100% of
its total assets in securities issued by foreign issuers, including in American
Depositary Receipts (“ADRs”), European Depositary Receipts (“EDRs”), Global
Depositary Receipts (“GDRs”), Exchange Traded Funds (“ETFs”), and directly in
foreign equity securities. The Fund determines where a company is located, and
thus, whether a company is considered to be located outside the United States by
considering whether: (i) it is organized under the laws of or maintains its
principal office in a country located outside the United States; (ii) its
securities are principally traded on trading markets in countries located
outside the United States; (iii) it derives at least 50% of its total
revenue or profits from either goods produced or services performed or sales
made in countries located outside the United States; or (iv) it has at
least 50% of its assets in countries located outside the United States. The
Fund’s non-U.S. investments may include equity securities issued by companies
that are established or operating in emerging market countries and up to 100% of
the Fund’s total assets may be invested in securities of companies located in
emerging markets. The Advisor considers emerging markets to be those countries
included in the MSCI Emerging Markets Index or classified by World Bank, the
International Finance Corporation, and the United Nations (and its agencies).
These countries are typically located in Central and Eastern Europe, Africa, the
Middle East, Asia and Central and South America. The Fund may also invest in
pre-emerging markets, also known as frontier markets. As of the end of the last
fiscal year, the Predecessor Fund held a significant amount of assets in a
single Indian security.
The
Fund may also invest in preferred stocks, and other equity-like instruments,
such as partnership interests, limited liability company interests, business
trust shares and rights, Real Estate Investment Trusts (“REITs”), and other
securities that are convertible into equity securities. The Fund may also invest
in unregistered (“Rule 144A”) securities to the extent permitted by the
1940 Act. The Fund may, from time to time, have significant exposure to one
or more sectors of the market.
Although
the Fund normally holds a focused portfolio of equity securities, the Fund is
not required to be fully invested in such securities and may maintain a
significant portion of its total assets in cash and securities generally
considered to be cash equivalents. In certain market conditions, the Advisor may
determine that it is appropriate for the Fund to hold a significant cash
position for an extended period of time.
The
investment philosophy of Dhandho Funds LLC (the “Advisor”) is rooted in the
belief that exceptional investment performance is usually the product of only a
few great investments held for a very long time; the key is to not only find the
great investments, but also not sell them. The Fund will seek to buy
high-quality businesses when they are available at a meaningful discount to
their underlying intrinsic value. “High-quality” is defined as those businesses
that have a proven, repeated ability to reinvest capital
at
high rates and are run by exceptional people. The Fund will be opportunistic and
will be open to acquiring businesses in many different geographies. Once the
Advisor acquires these businesses, it will endeavor to hold and allow them to
compound for the long-run. Reminiscent of the defensive maneuver of American
pioneers in the 1800s, the Fund will “circle the wagons” around its highest
conviction holdings, which it believes will have the highest potential for
investment returns. If the Fund needs to sell securities to meet cash needs, it
will generally avoid selling these high conviction securities first. The Fund is
non-diversified under the 1940 Act, and may invest a larger percentage of
its assets in fewer issuers than diversified mutual funds.
The
Advisor may sell a security for a variety of reasons, including, without
limitation, when: (1) a security subsequently fails to meet the Advisor’s
initial investment criteria; (2) an issuer specific event, such as an
acquisition or recapitalization, changes the fundamental operations of the
company; (3) upon comparative analysis, a new security is judged to be more
attractive than a current holding; (4) views change of the individual
holdings as well as the general market; or (5) something changes for the worse
in the business model, management or governance, or future opportunity for
reinvestment.
Typically,
the Fund focuses on making long-term investments rather than engaging in
short-term trading strategies. While the Fund’s portfolio turnover will vary
from year to year based upon market conditions and factors affecting the
particular securities held in the portfolio, generally, it is anticipated that
the Fund’s portfolio turnover will not exceed 50% annually.
Cash
Holdings and Temporary Defensive Positions. The
Fund may from time to time hold a significant portion of its portfolio in cash
or cash equivalent instruments. If market conditions reduce the availability of
securities with acceptable valuations, the Fund may, for extended periods, hold
larger than usual cash reserves until securities with acceptable valuations
become available. During rising markets, holding larger than usual cash reserves
may be detrimental to the Fund’s performance. During declining markets, holding
larger than usual cash reserves may allow the Fund to purchase securities at a
discount. To the extent the assets of the Fund are invested in temporary
defensive positions in response to adverse market, economic, political, or other
conditions, the Fund may not achieve its investment objective.
Principal
Risks
Before
investing in the Fund, you should carefully consider your own investment goals,
the amount of time you are willing to leave your money invested, and the amount
of risk you are willing to take. Remember that in addition to possibly not
achieving your investment goals, you could lose money by investing in the Fund.
The value of your investment in the Fund will fluctuate with the prices of the
securities in which the Fund invests. The principal risks of investing in the
Fund are discussed in more detail below in order of relevance to the
Fund:
Equity
Securities Risk.
Equity securities are susceptible to general stock market fluctuations and to
volatile increases and decreases in value. Investor perceptions may impact the
market and are based on various and unpredictable factors including expectations
regarding government, economic, monetary, and fiscal policies; inflation and
interest rates; economic expansion or contraction; and global or regional
political, economic, and banking crises. If you hold common stocks of any given
issuer, you would generally be exposed to greater risk than if you hold
preferred stock or debt obligations of the issuer because common stockholders
generally have inferior rights to receive payments from issuers in comparison
with the rights of preferred stockholders, bondholders, and other creditors of
such issuers. These fluctuations may cause a security to be worth less than its
cost when originally purchased or less than it was worth at an earlier
time.
Foreign
Securities and ADR Risk.
Investments in foreign securities and ADRs may involve more risks than U.S.
investments. These additional risks may potentially include lower liquidity,
greater price volatility, and risks related to adverse political, regulatory,
market, or economic developments. Foreign
companies
also may be subject to significantly higher levels of taxation than U.S.
companies, including potentially confiscatory levels of taxation, thereby
reducing the earnings potential of such foreign companies. Amounts realized on
sales of or distributions with respect to foreign securities may be subject to
high and potentially confiscatory levels of foreign taxation and withholding
when compared to comparable transactions in U.S. securities. Sanctions imposed
by the U.S. or a foreign country may restrict the Fund’s ability to purchase or
sell foreign securities or may require the Fund to divest its holdings in
foreign securities, which could adversely affect the value or liquidity of such
holdings. The imposition of sanctions could also adversely affect global sectors
and economies and thereby negatively affect the value of the Fund’s investments
beyond any direct exposure to the countries or regions subject to the sanctions.
Investments in foreign securities involve exposure to fluctuations in foreign
currency exchange rates. Such fluctuations may reduce the value of the
investment. Foreign investments are also subject to risks including potentially
higher withholding and other taxes, higher costs of custody and trading, trade
settlement, custodial, and other operational risks and less stringent investor
protection and disclosure standards in certain foreign markets. In addition,
foreign markets can, and often do, perform differently than U.S. markets. Given
the global interrelationships of today’s economy, volatility, or threats to
stability of any significant currency, such as occurred in the recent past with
the European Monetary Union, or significant political instability, may affect
other markets and affect the risk of an investment in the Fund. Changes in
foreign tax laws, exchange controls, investment regulations, and policies on
nationalization and expropriation, as well as political instability may affect
the operations of foreign companies and the value of their
securities.
Risk
of Focusing Investment on Region or Country.
Investing a significant portion of assets in one country or region makes the
Fund more dependent upon the political and economic circumstances of that
particular country or region.
•India
Investment Risk - In India, the government has exercised and continues to
exercise significant influence over many aspects of the economy. Government
actions, bureaucratic obstacles and inconsistent economic reform within the
Indian government have had a significant effect on its economy and could
adversely affect market conditions, economic growth and the profitability of
private enterprises in India. Global factors and foreign actions may inhibit the
flow of foreign capital on which India is dependent to sustain its growth. Large
portions of many Indian companies remain in the hands of their founders
(including members of their families). Corporate governance standards of
family-controlled companies may be weaker and less transparent, which increases
the potential for loss and unequal treatment of investors. India experiences
many of the risks associated with developing economies, including relatively low
levels of liquidity, which may result in extreme volatility in the prices of
Indian securities.
Religious,
cultural and military disputes persist in India, and between India and Pakistan
(as well as sectarian groups within each country). The longstanding border
dispute with Pakistan remains unresolved. Terrorists believed to be based in
Pakistan have struck Mumbai (India’s financial capital) in the past, further
damaging relations between the two countries. If the Indian government is unable
to control the violence and disruption associated with these tensions (including
both domestic and external sources of terrorism), the result may be military
conflict, which could destabilize the economy of India. Both India and Pakistan
have tested nuclear arms, and the threat of deployment of such weapons could
hinder development of the Indian economy, and escalating tensions could impact
the broader region, including China.
In
addition, the Reserve Bank of India (“RBI”) has imposed limits on foreign
ownership of Indian securities, which may decrease the liquidity of the Fund’s
portfolio and result in extreme volatility in the prices of Indian securities.
These factors, coupled with the lack of extensive accounting, auditing and
financial reporting standards and practices, as compared to the U.S., may
increase the Fund’s risk of loss. Further, certain Indian regulatory approvals,
including approvals from the Securities and Exchange Board of India (“SEBI”),
the RBI, the central
government
and the tax authorities (to the extent that tax benefits need to be utilized),
may be required before the Fund can make investments in the securities of Indian
companies. Indian securities may be subject to a short-term and long-term
capital gains tax in India on gains realized upon disposition of securities. The
Fund accrues for this potential expense, which reduces its net asset
values.
•Turkey
Investment Risk - The Turkish economy has certain significant economic
weaknesses, such as its relatively high current account deficit, which it may
finance by borrowing through volatile, short-term instruments. The Turkish lira
has recently experienced and may continue to experience extreme currency
volatility. With few of its own natural resources, the Turkish economy is
import-dependent. Turkey’s main import partners include Russia, Germany, China,
the U.S. and Italy. The Turkish economy is dependent upon exports to other
economies, specifically to Germany, other European Union countries, the U.S. and
Iraq. As a result, Turkey is dependent on these economies and any change in the
price or demand for Turkish exports may have an adverse impact on the Turkish
economy. Turkey has experienced strained relations with certain economic
partners, including the U.S. and certain European Union countries over
geopolitical matters. Any economic sanctions on Turkish individuals or Turkish
corporate entities, or even the threat of sanctions, may result in the decline
of the value and liquidity of Turkish securities, a weakening of the Turkish
lira or other adverse consequences to the Turkish economy. Turkey has
historically experienced acts of terrorism and strained relations related to
border disputes with certain neighboring countries. The continuation of the
conflict on the Turkish-Syrian border, for example, could have an adverse impact
on the Turkish economy. Turkey has also experienced strained relations with
other countries in the Middle East, including Saudi Arabia, due to geopolitical
events. Historically, Turkey’s national politics have been unpredictable and
subject to influence by the military, and its government may be subject to
sudden change. Disparities of wealth, the pace and success of democratization
and capital market development and religious and racial disaffection have also
led to social and political unrest. Unanticipated or sudden political or social
developments may result in sudden and significant investment losses. Such
situations may cause uncertainty in the Turkish market and as a result adversely
affect issuers to which the Fund has exposure.
•Eurozone
Investment Risk - The Economic and Monetary Union of the European Union
(EMU) is comprised of the European Union (EU) members that have adopted the euro
currency. By adopting the euro as its currency, a member state relinquishes
control of its own monetary policies and is subject to fiscal and monetary
controls. EMU members could voluntarily abandon or be forced out of the euro.
Such events could impact the market values of Eurozone and various other
securities and currencies, cause redenomination of certain securities into less
valuable local currencies and create more volatile and illiquid markets. As a
result, European countries are significantly affected by fiscal and monetary
controls implemented by the EMU. The euro currency may not fully reflect the
strengths and weaknesses of the various economies that comprise the EMU and
Europe generally. Certain countries and regions in the EU are experiencing
significant financial difficulties. Some of these countries may be dependent on
assistance from other European governments and institutions or agencies.
Assistance may be dependent on a country’s implementation of reforms or reaching
a certain level of performance. Failure to reach those objectives or an
insufficient level of assistance could result in an economic downturn that could
significantly affect the value of investments in those and other European
countries. One or more countries could depart from the EU, which could weaken
the EU and, by extension, its remaining members. For example, the United
Kingdom’s departure, described in more detail below.
•Asia
Investment Risk
-
Investments in countries in the Asian region will be impacted by the market
conditions, legislative or regulatory changes, competition, or political,
economic and other
developments
in Asia. The Japanese economy has in the past been negatively affected at times
by government intervention and protectionism, an unstable financial services
sector, a heavy reliance on international trade, and natural disasters.
Slowdowns in the economies of key trading partners such as the United States,
China, and countries in Southeast Asia could have a negative impact on the
Japanese economy as a whole. Some of these factors, as well as other adverse
political developments, increases in government debt, and changes to fiscal,
monetary, or trade policies, may negatively affect the Japanese markets and thus
harm the Fund’s performance. Investments in China may subject the Fund to
certain additional risks, including exposure to currency fluctuations, less
liquidity, expropriation, confiscatory taxation, nationalization, exchange
control regulations (including currency blockage), trading halts, imposition of
tariffs, limitations on repatriation and differing legal standards. Hong Kong is
one of the most significant global financial centers. Since 1997, when Great
Britain transferred control of Hong Kong to the Chinese mainland government,
Hong Kong has been a special administrative district of China but is governed by
a regulatory scheme called the “Basic Law” designed to preserve autonomy in most
matters (excluding defense and foreign affairs) until 2047. China has
contractually committed that it will not alter Hong Kong’s autonomy before 2047.
Currently, Hong Kong is undergoing a period of political and social unrest
relating to extradition treaties proposed in 2019. If China were to exercise
authority to impose changes in Hong Kong, Hong Kong’s economy and shares of
companies trading on Hong Kong’s securities markets would be adversely
affected.
•South
Korea Investment Risk - Investments in South Korean issuers involve risks that
are specific to South Korea, including legal, regulatory, political, currency,
security and economic risks. Substantial political tensions exist between North
Korea and South Korea and recently these political tensions have escalated. The
outbreak of hostilities between the two nations, or even the threat of an
outbreak of hostilities, will likely adversely impact the South Korean economy.
In addition, South Korea’s economic growth potential has recently been on a
decline, mainly because of a rapidly aging population and structural
problems.
Emerging
and Frontier Markets and Related Risk. Investments
in emerging and frontier market countries may be subject to all of the risks of
foreign investing generally and have additional heightened risks due to a less
established legal, political, business and social frameworks to support
securities markets. Emerging and frontier markets offer the prospect of higher
returns with higher risk. The economies of emerging market countries have
achieved a rudimentary level of development. Frontier market countries generally
have smaller economies and even less developed capital markets than emerging
markets. Emerging and frontier markets also carry several types of investment
risk, including market, political and currency risk, as well as the risk of
nationalization. Some of the additional significant risks include:
•Less
social, political and economic stability;
•Unpredictable
changes in national policies on foreign investment, including restrictions on
investment in issuers or industries deemed sensitive to national
interests;
•Less
transparent and established taxation policies;
•Less
developed regulatory or legal structures governing private and foreign
investments or allowing for judicial redress for injury to private
property;
•Less
familiarity with a capital market structure or market-oriented economy and more
widespread corruption and fraud;
•Inadequate,
limited and untimely financial reporting as accounting standards and auditing
requirements may not correspond with standards generally accepted in the
international capital markets;
•Less
financial sophistication, creditworthiness, and/or resources possessed by, and
less government regulation of, the financial institutions and issuers with which
the Fund transacts;
•Insolvency
of local banking systems due to concentrated debtor risk, imprudent lending, the
effect of inefficiency and fraud in bank transfers and other systemic
risks;
•Less
developed local banking infrastructure creating an inability to channel domestic
savings to companies in need of finance which can therefore experience
difficulty in obtaining working capital;
•Risk
of government seizure of assets;
•Less
government supervision and regulation of business and industry practices, stock
exchanges, brokers and listed companies than in the United States;
•Greater
concentration in a few industries resulting in greater vulnerability to regional
and global trade conditions;
•Higher
rates of inflation and more rapid and extreme fluctuations in inflation
rates;
•Greater
sensitivity to interest rate changes;
•Fraudulent
activities of management;
•Increased
volatility in currency exchange rates and potential for currency devaluations
and/or currency controls;
•Greater
debt burdens relative to the size of the economy;
•More
delays in settling portfolio transactions and heightened risk of loss from
shareholder registration and custody practices;
•Less
assurance that favorable economic developments will not be slowed or reversed by
unanticipated economic, political or social events in such
countries;
•Trade
embargoes, sanctions and other restrictions, which may, from time to time, be
imposed by international bodies (for example, the United Nations) or sovereign
states (for example, the United States) or their agencies on investments held or
to be held by the Fund resulting in an investment or cash flows relating to an
investment being frozen or otherwise suspended or restricted.
Because
of the above factors, investments in emerging and frontier market countries are
subject to greater price volatility and illiquidity than investments in
developed markets.
ETF
Risks –
The Fund is an ETF, and, as a result of an ETF’s structure, it is exposed to the
following risks:
•Authorized
Participants, Market Makers, and Liquidity Providers Concentration Risk
–
The Fund has a limited number of financial institutions that may act as
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’s investment strategy may require it to redeem Shares for cash or to
otherwise include cash as part of its 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. By
paying out higher annual capital gain distributions, investors may be subjected
to increased capital gains taxes.
•Cash
Transactions Risk –
The Fund expects to effect many of its creation unit purchase transactions for
cash, rather than in-kind for securities. This may cause the Fund to incur
brokerage, tax, foreign exchange, execution, price movement or other costs and
expenses resulting from trades due to cash purchase transactions. The Fund may
also effect redemptions of creation units for cash or a combination of cash and
in-kind. As a result, the Fund may have to sell portfolio securities, possibly
at inopportune times, in order to obtain the cash needed to meet redemption
orders. This may cause the Fund to sell a security and recognize a capital gain
or loss that might not have been incurred if it had made a redemption in-kind.
The use of cash in purchases and redemptions may also cause the Fund’s shares to
trade in the market at wider bid-ask spreads or greater premiums or discounts to
the Fund’s NAV. The maximum transaction fee may not be sufficient to compensate
the Fund for additional costs or expenses due to the use of cash in creation
unit transactions, and the Fund’s performance could be adversely impacted.
•Costs
of Buying or Selling Shares –
Due to the costs of buying or selling Shares, including brokerage commissions
imposed by brokers and bid-ask spreads, frequent trading of Shares may
significantly reduce investment results and an investment in Shares may not be
advisable for investors who anticipate regularly making small investments.
•Shares
May Trade at Prices Other Than NAV –
As with all ETFs, Shares may be bought and sold in the secondary market at
market prices. Although it is expected that the market price of Shares will
approximate the Fund’s NAV, there may be times when the market price of Shares
is more than the NAV intra-day (premium) or less than the NAV intra-day
(discount) due to supply and demand of Shares or during periods of market
volatility. This risk is heightened in times of market volatility, periods of
steep market declines, and periods when there is limited trading activity for
Shares in the secondary market, in which case such premiums or discounts may be
significant.
•Trading
–
Although Shares are listed for trading on NYSE (the “Exchange”) and may be
traded on U.S. exchanges other than the Exchange, there can be no assurance that
Shares will trade with any volume, or at all, on any stock exchange. In stressed
market conditions, the liquidity of Shares may begin to mirror the liquidity of
the Fund’s underlying portfolio holdings, which can be significantly less liquid
than Shares, and this could lead to differences between the market price of the
Shares and the underlying value of those Shares.
•Listing
Standards Risk
– The Fund is required to comply with listing requirements adopted by the
listing exchange. Non-compliance with such requirements may result in the Fund’s
shares being delisted by the listing exchange. Any resulting liquidation of the
Fund could cause the Fund to incur elevated transaction costs and could result
in negative tax consequences for its shareholders.
Key
Man Risk.
The Fund’s investment adviser is heavily dependent on the activities of a single
individual, Mohnish Pabrai, Founder and CEO of the Advisor and the portfolio
manager of the Fund. In the absence of Mr. Pabrai, the Fund would not be able to
continue to operate and would have to liquidate.
Large-Cap
Investment Risk.
The stocks of larger companies may underperform relative to those of small and
mid-sized companies. Larger, more established companies may be unable to respond
quickly to new competitive challenges, such as changes in technology and
consumer tastes. Many larger companies may not be able to attain the high growth
rate of successful smaller companies, especially during extended periods of
economic expansion.
Management
Risk.
Management risk describes the Fund’s ability to meet its investment objective
based on the Advisor’s success or failure to implement investment strategies for
the Fund. The value of your investment in the Fund is subject to the
effectiveness of the Advisor’s research, analysis, and asset allocation among
portfolio securities. If the Advisor’s investment strategies do not produce the
expected results, your investment could be diminished or even lost.
Mid-Cap
and Small-Cap Investment Risk.
Investing in the securities of mid-cap and small-cap companies generally
involves greater risk than investing in larger companies. This greater risk is,
in part, attributable to the fact that the securities of mid-cap and small-cap
companies usually have more limited marketability. Because mid-cap and small-cap
companies have fewer shares outstanding than larger companies, it also may be
more difficult to buy or sell significant amounts of such shares without an
unfavorable impact on prevailing prices. Additionally, securities of mid-cap and
small-cap companies are typically subject to greater changes in earnings and
business prospects than are larger companies and typically there is less
publicly available information concerning mid-cap and small-cap companies than
for larger companies. Although investing in securities of mid-cap and small-cap
companies offers potential above-average returns if the companies are
successful, there is a risk that the companies will not succeed and the prices
of the companies’ shares could significantly decline in value. Securities of
mid-cap and small-cap companies, especially those whose business involves
emerging products or concepts, may be more volatile due to their limited product
lines, markets, or financial resources and may lack management depth. Securities
of mid-cap and small-cap companies also may be more volatile than larger
companies or the market averages in general because of their general
susceptibility to economic downturns, especially in the financial services group
of industries where changes in interest rates and demand for financial services
are so closely tied to the economy.
Non-Diversification
Risk. The
Fund is a non-diversified mutual fund and, as such, its investments are not
required to meet certain diversification requirements under federal securities
law. The Fund is permitted to invest a greater percentage of its assets in the
securities of a single issuer than a diversified fund. Thus, the Fund may have
fewer holdings than other funds. As a result, a decline in the value of those
investments would cause the Fund’s overall value to decline to a greater degree
than if the Fund held a more diversified portfolio. The Fund is still subject to
certain diversification requirements for federal income tax purposes, which are
less rigorous than the diversification requirements under federal securities
law. See “Taxation” in the Fund’s Statement of Additional Information (“SAI”)
for more information.
The
remaining risks are considered “principal risks” of investing in the Fund,
regardless of the order in which they appear.
Cash
Position Risk.
To the extent that the Fund holds large positions in cash or cash equivalents,
there is a risk of lower returns and potential lost opportunities to participate
in market appreciation.
Consumer
Discretionary Sector Risk.
Consumer discretionary products and services are non-essential products and
services whose demand tends to increase as consumers’ disposable income
increases, such as automobiles, apparel, electronics, home furnishings, and
travel and leisure products and services. Investments in this sector can be
significantly affected by the performance of the overall economy,
interest
rates, competition, and consumer confidence. Success can depend heavily on
disposable household income and consumer spending. Changes in demographics and
consumer tastes can also affect the demand for, and success of, consumer
discretionary products. The prices of raw materials fluctuate in response to a
number of factors, including changes in government agricultural support
programs, exchange rates, import and export controls, changes in international
agricultural and trading policies and seasonal and weather conditions. Companies
in the consumer discretionary sector may be subject to severe competition, which
may also have an adverse impact on their profitability
Depositary
Receipts Risk.
Depositary receipts involve substantially identical risks to those associated
with direct investment in securities of foreign issuers. In addition, the
underlying issuers of certain depositary receipts, particularly unsponsored or
unregistered depositary receipts, are under no obligation to distribute
shareholder communications to the holders of such receipts or to pass through to
them any voting rights with respect to the deposited securities.
Foreign
Currency Risk.
Since the Fund may invest in securities denominated or quoted in currencies
other than the U.S. dollar, the Fund may be affected by changes in foreign
currency exchange rates (and exchange control regulations) which affect the
value of investments in the Fund and the accrued income and appreciation or
depreciation of the investments. Changes in foreign currency exchange rates
relative to the U.S. dollar will affect the U.S. dollar value of the Fund’s
assets denominated in that currency and the Fund’s returns on such assets as
well as any temporary uninvested reserves in bank deposits in foreign
currencies. In addition, the Fund will incur costs in connection with
conversions between various currencies. Currency rates in foreign countries may
fluctuate significantly over short periods of time for a number of reasons,
including, but not limited to, changes in interest rates, actions by central
banks or supranational entities such as the International Monetary Fund or
managed adjustments in relative currency values and other protectionist measures
imposed by foreign countries.
General
Market Risk.
Economies and financial markets throughout the world are becoming increasingly
interconnected, which increases the likelihood that events or conditions in one
country or region will adversely impact markets or issuers in other countries or
regions. Securities in the Fund’s portfolio may underperform in comparison to
securities in the general financial markets, a particular financial market, or
other asset classes due to a number of factors, including: inflation (or
expectations for inflation); deflation (or expectations for deflation); interest
rates; market instability, financial system instability, debt crises and
downgrades, embargoes, tariffs, sanctions and other trade barriers, regulatory
events, other governmental trade or market control programs and related
geopolitical events. In addition, the value of the Fund’s investments may be
negatively affected by the occurrence of global events such as war, terrorism,
environmental disasters, natural disasters or events, country instability, and
infectious disease epidemics or pandemics.
The
effects of any future pandemic or other global event to public health and
business and market conditions may have a significant negative impact on the
performance of the Fund’s investments, increase the Fund’s volatility,
exacerbate pre-existing political, social and economic risks to the Fund, and
negatively impact broad segments of businesses and populations. In addition,
governments, their regulatory agencies, or self-regulatory organizations have
taken or may take actions in response to a pandemic or other global event that
affect the instruments in which the Fund invests, or the issuers of such
instruments, in ways that could have a significant negative impact on the Fund’s
investment performance. The ultimate impact of any pandemic or other global
event and the extent to which the associated conditions and governmental
responses impact the Fund will also depend on future developments, which are
highly uncertain, difficult to accurately predict and subject to frequent
changes.
Newer
Fund Risk.
There can be no assurance that the Fund will grow to or maintain an economically
viable size, in which case the Board of Trustees may determine to liquidate the
Fund. Liquidation of the Fund can be initiated without shareholder approval by
the Board of Trustees if it determines that liquidation is in the best interest
of shareholders. As a result, the timing of the Fund’s liquidation may not be
favorable.
Private
Placement Risk. The
Fund may invest in privately issued securities, including those which may be
resold only in accordance with Rule 144A under the 1933 Act. Privately issued
securities are restricted securities that are not publicly traded. Accordingly,
the liquidity of the market for specific privately issued securities may vary.
Delay or difficulty in selling such securities may result in a loss to the Fund.
Privately issued securities that are determined by the Advisor to be “illiquid”
are subject to the Fund’s policy of not investing more than 15% of its net
assets in illiquid securities.
Real
Estate Investment Trusts Risk.
REITs are trusts that invest primarily in commercial real estate or real
estate-related loans. By investing in REITs indirectly through the Fund,
shareholders will not only bear the proportionate share of the expenses of the
Fund, but will also indirectly bear similar expenses of the underlying REITs.
The Fund may be subject to certain risks associated with the direct investments
of the REITs, such as losses from casualty or condemnation, changes in local and
general economic conditions, supply and demand, interest rates, zoning laws,
regulatory limitations on rents, property taxes, and operating expenses in
addition to terrorist attacks, war, or other acts that destroy real property.
REITs may be affected by changes in the value of their underlying properties and
by defaults by borrowers or tenants. Some REITs may have limited diversification
and may be subject to risks inherent in financing a limited number of
properties. REITs generally depend on their ability to generate cash flow to
make distributions to shareholders or unit holders and may be subject to
defaults by borrowers and to self-liquidations. In addition, a REIT may be
affected by its failure to qualify for tax-free pass-through of income under the
Internal Revenue Code of 1986, as amended (the “Code”), or its failure to
maintain exemption from registration under the 1940 Act.
Sector
Emphasis Risk. From
time to time, the Fund may invest 25% or more of its assets in one or more
sectors subjecting them to sector emphasis risk. This is the risk that the Fund
is subject to greater risk of loss as a result of adverse economic, business, or
other developments affecting a specific sector the Fund has a focused position
in, than if its investments were diversified across a greater number of industry
sectors. Sectors possess particular risks that may not affect other
sectors.
Volatility
Risk. The
smaller size and lower levels of liquidity in emerging markets, as well as other
factors, may result in changes in the prices of emerging market securities that
are more volatile than those of companies in more developed regions. This
volatility can cause the price of the Fund’s shares to go up or down
dramatically. Because of this volatility, this Fund is better suited for
long-term investors. If the value of the Fund’s investments declines, the net
asset value of the Fund will decline and investors may lose some or all of the
value of their investments.
Who
May Want to Invest In the Fund?
The
Fund may be appropriate for investors who:
•Are
pursuing a long-term goal such as retirement; and
•Have
moderate risk tolerance.
PORTFOLIO
HOLDINGS INFORMATION
A
complete description of the Fund’s policies and procedures with respect to the
disclosure of the Fund’s portfolio holdings is available in the Fund’s SAI and
on the Fund’s website at www.wagonsetf.com.
MANAGEMENT
OF THE FUND
The
Advisor
The
Fund, a series of Professionally Managed Portfolios (the “Trust”), has entered
into an investment advisory agreement (the “Advisory Agreement”) with Dhandho
Funds LLC, 4407 Bee Cave Road, Suite 513, West Lake Hills, Texas
78746, under which the Advisor manages the Fund’s investments and business
affairs subject to the supervision of the Board of Trustees of the Trust (the
“Board”). The
Advisor
is an SEC-registered investment advisory firm formed in 2016. The Advisor is
owned by Dhandho Holdings L.P. and Dhandho Holdings Qualified Purchaser L.P.
(together “Dhandho Holdings”). Dhandho Holdings is managed and controlled by
Dalal Street LLC (“Dalal Street”). The Advisor is under common control with
Dalal Street and they are both controlled by Mohnish Pabrai. The Advisor may
provide investment management services to pooled investment vehicles, including
private funds, and institutional separately managed accounts. As of
June 30, 2025, Mohnish Pabrai managed approximately [$900 million] in
assets at the Advisor and Dalal Street. Under the Advisory Agreement, the
Predecessor Fund compensated the Advisor for its investment advisory services at
the annual rate of [ ]% of the Predecessor Fund’s average daily net assets,
payable on a monthly basis. Subject to the general supervision of the Board, the
Advisor is responsible for managing the Fund in accordance with its investment
objective and policies, and making decisions with respect to, and placing orders
for, all purchases and sales of portfolio securities. The Advisor also maintains
related records for the Fund. For the fiscal year ended June 30, 2025, the
Advisor [waived its entire management fee] for the Predecessor
Fund.
For
the services it provides to the Fund, the Fund pays the Advisor a unitary
management fee, which is calculated daily and paid monthly, at an annual rate of
[ ]% based on the Fund’s average daily net assets.
Under
the Investment Advisory Agreement, the Advisor has agreed to pay all expenses of
the Fund except for the fee paid to the Advisor pursuant to the Investment
Advisory Agreement, interest charges on any borrowings, taxes, brokerage
commissions and other expenses incurred in placing orders for the purchase and
sale of securities and other investment instruments, acquired fund fees and
expenses, accrued deferred tax liability, extraordinary expenses, and
distribution fees and expenses paid by the Fund under any distribution plan
adopted pursuant to Rule 12b-1 under the 1940 Act.
A
discussion regarding the basis of the Board’s approval of the Advisory Agreement
with the Advisor for the Fund will be available in the Fund’s Form N-CSR for the
fiscal period ending June 30, 2026.
Portfolio
Manager
The
Fund is managed by Mr. Mohnish Pabrai, who is responsible for the
day-to-day management of the portfolio of the Fund and for developing and
executing the Fund’s investment program. Mr. Pabrai has sole authority over
all investment decisions of the Fund. The Fund’s SAI provides additional
information about the portfolio manager’s compensation, other accounts managed,
and ownership of shares of the Fund.
Mohnish
Pabrai
has served as Portfolio Manager of the Predecessor Fund since its inception in
September 2023, and the Fund since Inception. Mr. Pabrai is the CEO of
Dhandho Funds, and Founder and Managing Partner of Pabrai Investment Funds and
Dhandho Holdings. Across the various funds, Mohnish has approximately $1 billion
in assets under management, which has grown from $1 million from 8
investors at inception in 1999. He is the Founder and Chairman of The Dakshana
Foundation. He is the author of two books on value investing, The Dhandho
Investor and Mosaic: Perspectives on Investing. Mr. Pabrai graduated from
Clemson University with a Bachelor of Science, in Computer
Engineering.
ADDITIONAL
INFORMATION ON BUYING AND SELLING FUND SHARES
HOW
TO BUY AND SELL SHARES
The
Fund issues and redeems Shares at NAV only in Creation Units, typically large
blocks of 10,000 Shares. Only APs may acquire Shares directly from the Fund, and
only APs may tender their Shares for redemption directly to the Fund, at NAV.
APs must be a member or participant of a clearing agency registered with the SEC
and must execute a Participant Agreement that has been agreed to by the
Distributor
(defined below), and that has been accepted by the Fund’s transfer agent, with
respect to purchases and redemptions of Creation Units. Once created, Shares
trade in the secondary market in quantities less than a Creation
Unit.
Most
investors buy and sell Shares in secondary market transactions through brokers.
Shares are listed for trading on the secondary market on the Exchange and can be
bought and sold throughout the trading day like other publicly traded
securities.
When
buying or selling Shares through a broker, you will incur customary brokerage
commissions and charges, and you may pay some or all of the spread between the
bid and the offer price in the secondary market on each leg of a round trip
(purchase and sale) transaction. In addition, because secondary market
transactions occur at market prices, you may pay more than NAV when you buy
Shares and receive less than NAV when you sell those Shares.
Book
Entry
Shares
are held in book-entry form, which means that no stock certificates are issued.
The Depository Trust Company (“DTC”) or its nominee is the record owner of all
outstanding Shares.
Investors
owning Shares are beneficial owners as shown on the records of DTC or its
participants. DTC serves as the securities depository for all Shares. DTC’s
participants include securities brokers and dealers, banks, trust companies,
clearing corporations and other institutions that directly or indirectly
maintain a custodial relationship with DTC. As a beneficial owner of Shares, you
are not entitled to receive physical delivery of stock certificates or to have
Shares registered in your name, and you are not considered a registered owner of
Shares. Therefore, to exercise any right as an owner of Shares, you must rely
upon the procedures of DTC and its participants. These procedures are the same
as those that apply to any other securities that you hold in book entry or
“street name” through your brokerage account.
Frequent
Purchases and Redemptions of Shares
The
Fund imposes no restrictions on the frequency of purchases and redemptions of
Shares. In determining not to approve a written, established policy, the Board
evaluated the risks of market timing activities by Fund shareholders. Purchases
and redemptions by APs, who are the only parties that may purchase or redeem
Shares directly with the Fund, are an essential part of the ETF process and help
keep Share trading prices in line with NAV. As such, the Fund accommodates
frequent purchases and redemptions by APs. However, the Board has also
determined that frequent purchases and redemptions for cash may increase
tracking error and portfolio transaction costs and may lead to the realization
of capital gains. To minimize these potential consequences of frequent purchases
and redemptions, the Fund employs fair value pricing and may impose transaction
fees on purchases and redemptions of Creation Units to cover the custodial and
other costs incurred by the Fund in effecting trades. In addition, the Fund and
the Advisor reserve the right to reject any purchase order at any
time.
Determination
of Net Asset Value
The
NAV of the Shares is calculated each day the New York Stock Exchange (the
“NYSE”) is open for trading as of the close of regular trading on the NYSE,
generally 4:00 p.m. Eastern Time (the “NAV Calculation Time”). If the NYSE
closes before 4:00 p.m. Eastern Time, as it occasionally does, the NAV
Calculation Time will be the time the NYSE closes. The Fund’s NAV per share is
calculated by dividing the Fund’s net assets by the number of Shares
outstanding.
In
calculating its NAV, the Fund generally values its assets on the basis of market
quotations, last sale prices, or estimates of value furnished by a pricing
service or brokers who make markets in such
instruments.
If such information is not available for a security held by the Fund or is
determined to be unreliable, the security will be valued by the Advisor at fair
value pursuant to procedures established by the Advisor and approved by the
Board (as described below).
Fair
Value Pricing
The
Board has designated the Advisor as the “valuation designee” for the Fund under
Rule 2a-5 under the 1940 Act, subject to its oversight. The Advisor and the
Trust have adopted procedures and methodologies to fair value the Fund’s
portfolio securities whose market prices are not “readily available” or are
deemed to be unreliable. For example, such circumstances may arise when:
(i) a security has been de-listed or has had its trading halted or
suspended; (ii) a security’s primary pricing source is unable or unwilling
to provide a price; (iii) a security’s primary trading market is closed
during regular market hours; or (iv) a security’s value is materially
affected by events occurring after the close of the security’s primary trading
market. The Board has designated the Advisor as its “valuation designee”
pursuant to Rule 2a-5 under the 1940 Act, subject to its oversight. Fair
value determinations are made in good faith in accordance with procedures
adopted by the Advisor and approved by the Board. Generally, when fair valuing a
security, the valuation designee will take into account all reasonably available
information that may be relevant to a particular valuation including, but not
limited to, fundamental analytical data regarding the issuer, information
relating to the issuer’s business, recent trades or offers of the security,
general and/or specific market conditions and the specific facts giving rise to
the need to fair value the security. Fair value determinations are made in good
faith and in accordance with the fair value methodologies included in the
Board-approved valuation procedures. Due to the subjective and variable nature
of fair value pricing, there can be no assurance that the Advisor will be able
to obtain the fair value assigned to the security upon the sale of such
security.
Dividends
and Distributions
The
Fund intends to pay out dividends, if any, and distribute any net realized
capital gains to its shareholders at least annually. The Fund will declare and
pay capital gain distributions, if any, in cash. Distributions in cash may be
reinvested automatically in additional whole Shares only if the broker through
whom you purchased Shares makes such an option available. Your broker is
responsible for distributing the income and capital gain distributions to
you.
Delivery
of Shareholder Documents – Householding
Householding
is an option available to certain investors of the Fund. Householding is a
method of delivery, based on the preference of the individual investor, in which
a single copy of certain shareholder documents can be delivered to investors who
share the same address, even if their accounts are registered under different
names. Householding for the Fund is available through certain broker-dealers. If
you are interested in enrolling in householding and receiving a single copy of
prospectuses and other shareholder documents, please contact your broker-dealer.
If you are currently enrolled in householding and wish to change your
householding status, please contact your broker-dealer.
Investments
by Registered Investment Companies
Section 12
of the 1940 Act restricts investments by registered investment companies in
the securities of other investment companies, including shares of the Fund.
However, registered investment companies are permitted to invest in the Fund
beyond the limits set forth in Section 12 when they comply with rules
adopted by the SEC and comply with the necessary conditions.
ADDITIONAL
TAX INFORMATION
Taxes
The
following discussion is a summary of some important U.S. federal income tax
considerations generally applicable to investments in the Fund. Your investment
in the Fund may have other tax implications. Please consult your tax adviser
about the tax consequences of an investment in Shares, including the possible
application of foreign, state, and local tax laws. This summary does not apply
to Shares held in an IRA or other tax-qualified plans, which are generally not
subject to current tax. Transactions relating to Shares held in such accounts
may, however, be taxable at some time in the future. This summary is based on
current tax laws, which may change.
The
Fund will elect and intends to continue to qualify each year for treatment as a
RIC. If the Fund meets certain minimum distribution requirements, a RIC is not
subject to tax at the fund level on income and gains from investments that are
timely distributed to shareholders. However, the Fund’s failure to qualify as a
RIC or to meet minimum distribution requirements would result (if certain relief
provisions were not available) in fund-level taxation and, consequently, a
reduction in income available for distribution to shareholders.
Unless
your investment in Shares is made through a tax-exempt entity or tax-advantaged
account, such as an IRA plan, you need to be aware of the possible tax
consequences when the Fund makes distributions, when you sell your Shares listed
on the Exchange; and when you purchase or redeem Creation Units (APs
only).
Taxes
on Distributions
The
Fund intends to distribute, at least annually, substantially all of its net
investment income and net capital gains. For federal income tax purposes,
distributions of investment income are generally taxable as ordinary income or
qualified dividend income. Taxes on distributions of capital gains (if any) are
determined by how long the Fund owned the investments that generated them,
rather than how long a shareholder has owned his or her Shares. Sales of assets
held by the Fund for more than one year generally result in long-term capital
gains and losses, and sales of assets held by the Fund for one year or less
generally result in short-term capital gains and losses. Distributions of the
Fund’s net capital gain (the excess of net long-term capital gains over net
short-term capital losses) that are reported by the Fund as capital gain
dividends (“Capital Gain Dividends”) will be taxable as long-term capital gains,
which for non-corporate shareholders are subject to tax at reduced rates of up
to 20% (lower rates apply to individuals in lower tax brackets). Distributions
of short-term capital gain will generally be taxable as ordinary income.
Dividends and distributions are generally taxable to you whether you receive
them in cash or reinvest them in additional Shares.
Distributions
reported by the Fund as “qualified dividend income” are generally taxed to
non-corporate shareholders at rates applicable to long-term capital gains,
provided the holding period and other requirements are met. “Qualified dividend
income” generally is income derived from dividends paid by U.S. corporations or
certain foreign corporations that are either incorporated in a U.S. possession
or eligible for tax benefits under certain U.S. income tax treaties. In
addition, dividends that the Fund received in respect of stock of certain
foreign corporations may be qualified dividend income if that stock is readily
tradable on an established U.S. securities market. Corporate shareholders may be
entitled to a dividends received deduction for the portion of dividends they
receive from the Fund that are attributable to dividends received by the Fund
from U.S. corporations, subject to certain limitations. The Fund’s investment
strategy may limit the amount of distributions eligible for treatment as
qualified dividend income in the hands of non-corporate shareholders or eligible
for the dividends received deduction for corporate shareholders.
Shortly
after the close of each calendar year, you will be informed of the amount and
character of any distributions received from the Fund.
U.S.
individuals with income exceeding specified thresholds are subject to a 3.8% tax
on all or a portion of their “net investment income,” which includes interest,
dividends, and certain capital gains (generally including capital gains
distributions and capital gains realized on the sale of Shares). This 3.8% tax
also applies to all or a portion of the undistributed net investment income of
certain shareholders that are estates and trusts.
In
general, your distributions are subject to federal income tax for the year in
which they are paid. Certain distributions paid in January, however, may be
treated as paid on December 31 of the prior year. Distributions are generally
taxable even if they are paid from income or gains earned by the Fund before
your investment (and thus were included in the Shares’ NAV when you purchased
your Shares).
You
may wish to avoid investing in the Fund shortly before a dividend or other
distribution, because such a distribution will generally be taxable even though
it may economically represent a return of a portion of your investment.
If
you are neither a resident nor a citizen of the United States or if you are a
foreign entity, distributions (other than Capital Gain Dividends) paid to you by
the Fund will generally be subject to a U.S. withholding tax at the rate of 30%,
unless a lower treaty rate applies. Gains from the sale or other disposition of
your Shares generally are not subject to U.S. taxation, unless you are a
nonresident alien individual who is physically present in the U.S. for 183 days
or more per year. The Fund may, under certain circumstances, report all or a
portion of a dividend as an “interest-related dividend” or a “short-term capital
gain dividend,” which would generally be exempt from this 30% U.S. withholding
tax, provided certain other requirements are met. Different tax consequences may
result if you are a foreign shareholder engaged in a trade or business within
the United States or if a tax treaty applies.
Under
legislation generally known as “FATCA” (the Foreign Account Tax Compliance Act),
the Fund is required to withhold 30% of certain ordinary dividends it pays to
shareholders that are foreign entities and that fail to meet prescribed
information reporting or certification requirements.
The
Fund (or a financial intermediary, such as a broker, through which a shareholder
owns Shares) generally is required to withhold and remit to the U.S. Treasury a
percentage (currently 24%) of the taxable distributions and sale proceeds paid
to any shareholder who fails to properly furnish a correct taxpayer
identification number, who has underreported dividend or interest income, or who
fails to certify that the shareholder is not subject to such withholding.
Taxes
When Shares Are Sold on the Exchange
Provided
that a shareholder holds Shares as capital assets, any capital gain or loss
realized upon a sale of Shares generally is treated as a long-term capital gain
or loss if Shares have been held for more than one year and as a short-term
capital gain or loss if Shares have been held for one year or less. However, any
capital loss on a sale of Shares held for six months or less is treated as
long-term capital loss to the extent of Capital Gain Dividends paid with respect
to such Shares. Any loss realized on a sale will be disallowed to the extent
Shares of the Fund are acquired, including through reinvestment of dividends,
within a 61-day period beginning 30 days before and ending 30 days after the
disposition of Shares. The ability to deduct capital losses may be
limited.
The
cost basis of Shares of the Fund acquired by purchase will generally be based on
the amount paid for the Shares and then may be subsequently adjusted for other
applicable transactions as required by the
Code.
The difference between the selling price and the cost basis of Shares generally
determines the amount of the capital gain or loss realized on the sale or
exchange of Shares. Contact the broker through whom you purchased your Shares to
obtain information with respect to the available cost basis reporting methods
and elections for your account.
Taxes
on Purchases and Redemptions of Creation Units
An
AP having the U.S. dollar as its functional currency for U.S. federal income tax
purposes who exchanges securities for Creation Units generally recognizes a gain
or a loss. The gain or loss will be equal to the difference between the value of
the Creation Units at the time of the exchange and the exchanging AP’s aggregate
basis in the securities delivered, plus the amount of any cash paid for the
Creation Units. An AP who exchanges Creation Units for securities will generally
recognize a gain or loss equal to the difference between the exchanging AP’s
basis in the Creation Units and the aggregate U.S. dollar market value of the
securities received, plus any cash received for such Creation Units. The
Internal Revenue Service may assert, however, that a loss that is realized upon
an exchange of securities for Creation Units may not be currently deducted under
the rules governing “wash sales” (for an AP who does not mark-to-market its
holdings), or on the basis that there has been no significant change in economic
position. APs exchanging securities should consult their own tax adviser with
respect to whether the wash sales rule applies and when a loss might be
deductible.
The
Fund may include a payment of cash in addition to, or in place of, the delivery
of a basket of securities upon the redemption of Creation Units. The Fund may
sell portfolio securities to obtain the cash needed to distribute redemption
proceeds. This may cause the Fund to recognize investment income and/or capital
gains or losses that it might not have recognized if it had completely satisfied
the redemption in kind. As a result, the Fund may be less tax efficient if it
includes cash in the proceeds paid upon the redemption of Creation
Units
DISTRIBUTION
The
Distributor, Quasar Distributors, LLC, a wholly owned subsidiary of Foreside
Financial Group, LLC d/b/a ACA Group), is a broker-dealer registered with the
SEC. The Distributor distributes Creation Units or the Fund on an agency basis
and does not maintain a secondary market in Shares. The Distributor has no role
in determining the policies of the Fund or the securities that are purchased or
sold by the Fund. The Distributor’s principal address is Three Canal Plaza,
Suite 100, Portland, Maine 04101.
The
Board has adopted a Distribution and 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 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 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
Advisor, out of its own resources and legitimate profits and without additional
cost to the Fund or its shareholders, may provide cash payments to certain
intermediaries, sometimes referred to as revenue sharing. These payments are in
addition to or in lieu of any amounts payable to financial intermediaries under
the Rule 12b-1 Plan. The Advisor may make revenue sharing payments to
intermediaries for shareholder services or distribution-related services, such
as: marketing support services; access to third party platforms; access to sales
meetings, sales representatives and management representatives of the
intermediary; and inclusion of the Fund on a sales list, including a preferred
or select sales list, and in other sales programs. The Advisor may also pay cash
compensation in the form of finder’s fees that vary
depending
on the dollar amount of the Shares sold. From time to time, and in accordance
with applicable rules and regulations, the Advisor may also provide non-cash
compensation to representatives of various intermediaries who sell Shares or
provide services to the Fund’s shareholders. In addition, the Advisor has
engaged and pays variable compensation to an SEC-registered broker-dealer and
investment adviser for consulting services on marketing strategies and for due
diligence, education, training, and support services. The Advisor pays these
consulting and support service fees from its own resources and not from the
assets of the Fund.
PREMIUM/DISCOUNT
INFORMATION
Information
about the Fund’s daily market price and how often shares of the Fund traded on
the Exchange are at a price above (i.e., at
a premium) or below (i.e., at
a discount) the NAV of the Fund can be found at www.wagonsetf.com.
ADDITIONAL
NOTICES
Shares
are not sponsored, endorsed, or promoted by the Exchange. The Exchange is not
responsible for, nor has it participated in, the determination of the timing of,
prices of, or quantities of the Shares to be issued, nor in the determination or
calculation of the equation by which the Shares are redeemable. The Exchange has
no obligation or liability to owners of the Shares in connection with the
administration, marketing, or trading of the Shares.
Without
limiting any of the foregoing, in no event shall the Exchange have any liability
for any lost profits or indirect, punitive, special, or consequential damages
even if notified of the possibility thereof.
The
Advisor, the Exchange, and the Fund make no representation or warranty, express
or implied, to the owners of Shares or any member of the public regarding the
advisability of investing in securities generally or in the Fund
particularly.
Shareholder
Derivative Actions
The
governing instruments of the Fund state that shareholders have power to the same
extent as the stockholders of a Massachusetts business corporation as to whether
or not a court action, proceeding or claim should or should not be brought or
maintained derivatively or as a class action on behalf of the Trust or the
shareholders.
The
Trust’s Declaration of Trust provides that the Business Litigation Section of
the Superior Court of the Commonwealth of Massachusetts sitting in Suffolk
County, Massachusetts shall be the exclusive forum in which certain types of
litigation may be brought. Any person purchasing or otherwise acquiring or
holding any interest in shares of beneficial interest of the Trust shall be
(i) deemed to have notice of and consented to the provisions of this
provision, and (ii) deemed to have waived any argument relating to the
inconvenience of the judicial forum referenced above in connection with any
action or proceeding described in provision. This provision does not apply to
federal security law claims.
PREDECESSOR
FUND FINANCIAL HIGHLIGHTS
As
of the close of business on [ ], the Fund has adopted the performance and
financial history of the Predecessor Fund. The Predecessor Fund’s Retail Class
was merged into the Institutional Class prior to the Predecessor Fund’s
reorganization into the Fund, leaving the Institutional Fund as the accounting
survivor. The Financial Highlights table is intended to help you understand the
Predecessor Fund’s operations. Certain information reflects financial results
for a single Share. The total returns in the table represent the rate that an
investor would have earned (or lost) on an investment in the Predecessor Fund
(assuming reinvestment of all dividends and distributions). The information for
the fiscal years ended June 30, 2025 and 2024, has been audited by [ ], the
Predecessor Fund’s and the Fund’s independent registered public accounting firm,
whose report, along with the Predecessor Fund’s financial statements, is
included in the Predecessor Fund’s [Form
N-CSR]
filed with the SEC, which is available upon request.
|
|
|
|
|
|
|
|
|
|
|
|
| PREDECESSOR
FUND INSTITUTIONAL CLASS |
| FINANCIAL
HIGHLIGHTS For a capital share outstanding throughout each
period |
|
|
|
|
|
Period
Ended June 30, |
|
|
|
|
2025 |
2024(a) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| PER
SHARE DATA: |
| Net
asset, beginning of period |
|
|
|
|
$ |
10.00 |
|
|
|
|
|
|
|
| INVESTMENTS
OPERATIONS: |
|
Net
investment income(b) |
|
|
|
|
0.06 |
|
| Net
realized and unrealized gain on investments |
|
|
|
|
2.42 |
|
| Total
from investment operations |
|
|
|
|
2.48 |
|
|
|
|
|
|
|
| LESS
DISTRIBUTIONS FROM: |
| From
net investment income |
|
|
|
|
(0.01) |
|
| Total
distributions |
|
|
|
|
(0.01) |
|
| Redemption
fee per share |
|
|
|
|
0.00
(c) |
| Net
asset, end of period |
|
|
|
|
$ |
12.47 |
|
|
Total
return(d) |
|
|
|
|
24.86 |
% |
|
|
|
|
|
|
| SUPPLEMENTAL
DATA AND RATIOS: |
| Net
assets, end of period (in thousands) |
|
|
|
|
$ |
18,002 |
|
| Ratio
of expenses to average net assets: |
|
|
|
|
|
|
Before
expense reimbursement/recoupment(e) |
|
|
|
|
4.22 |
% |
|
After
expense reimbursement/recoupment(e) |
|
|
|
|
1.01 |
% |
|
Ratio
of net investment income to average net assets(e) |
|
|
|
|
0.66 |
% |
|
Portfolio
turnover rate(d) |
|
|
|
|
45.34 |
% |
(a)
Inception date of the Fund was September 29, 2023.
(b)
Net
investment income per share has been calculated based on average shares
outstanding during the period.
(c)
Amount represents less than $0.005 per share.
(d)
Not
annualized for periods less than one year.
(e)
Annualized
for periods less than one year.
(f)
Prior to January 1, 2024, the Institutional Class’ expense cap was 1.14%.
Effective January 1, 2024, the Institutional Class’ expense cap became
0.90%.
|
|
|
|
|
|
|
|
|
|
|
|
| RETAIL
CLASS OF THE PREDECESSOR FUND |
| FINANCIAL
HIGHLIGHTS For a capital share outstanding throughout each
period |
|
|
|
|
|
Period
Ended June 30, |
|
|
|
|
2025 |
2024(a) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| PER
SHARE DATA: |
| Net
asset, beginning of period |
|
|
|
|
$ |
10.00 |
|
|
|
|
|
|
|
| INVESTMENTS
OPERATIONS: |
|
Net
investment income(b) |
|
|
|
|
0.04 |
|
| Net
realized and unrealized gain on investments |
|
|
|
|
2.41 |
|
| Total
from investment operations |
|
|
|
|
2.45 |
|
|
|
|
|
|
|
| LESS
DISTRIBUTIONS FROM: |
| From
net investment income |
|
|
|
|
(0.01) |
|
| Total
distributions |
|
|
|
|
(0.01) |
|
| Redemption
fee per share |
|
|
|
|
0.01 |
|
| Net
asset, end of period |
|
|
|
|
$ |
12.45 |
|
|
Total
return(c) |
|
|
|
|
24.64 |
% |
|
|
|
|
|
|
| SUPPLEMENTAL
DATA AND RATIOS: |
| Net
assets, end of period (in thousands) |
|
|
|
|
$ |
14,352 |
|
| Ratio
of expenses to average net assets: |
|
|
|
|
|
|
Before
expense reimbursement/recoupment(d) |
|
|
|
|
4.74 |
% |
|
After
expense reimbursement/recoupment(d) |
|
|
|
|
1.26 |
% |
|
Ratio
of net investment income to average net assets(d) |
|
|
|
|
0.47 |
% |
|
Portfolio
turnover rate(c) |
|
|
|
|
45.34 |
% |
(a)
Inception
date of the Fund was September 29, 2023.
(b)
Net
investment income per share has been calculated based on average shares
outstanding during the period.
(c)
Not
annualized for periods less than one year.
(d)
Annualized
for periods less than one year.
(e)
Prior
to January 1, 2024, the Retail Class’ expense cap was 1.14%. Effective January
1, 2024, the Retail Class’ expense cap became 0.90%.
INDEX
DESCRIPTION
The
S&P 500®
Index
is a market-value weighted index representing the performance of 500 widely
held, publicly traded large capitalization stocks.
Direct
investment in an index is not possible.
PRIVACY
NOTICE
The
Fund collects non-public personal information about you from the following
sources:
•Information
we receive about you on applications or other forms,
•Information
you give us verbally, and/or
•Information
about your transactions with us or others.
We
do not disclose any non-public personal information about our shareholders or
former shareholders without the shareholder’s authorization, except as permitted
by law or in response to inquiries from governmental authorities. We may share
information with affiliated parties and unaffiliated third parties with whom we
have contracts for servicing the Fund. We will provide unaffiliated third
parties with only the information necessary to carry out their assigned
responsibilities. All shareholder records will be disposed of in accordance with
applicable law. We maintain physical, electronic, and procedural safeguards to
protect your non-public personal information and require third parties to treat
your non-public personal information with the same high degree of
confidentiality.
In
the event that you hold shares of the Fund through a financial intermediary,
including, but not limited to, a broker-dealer, bank, or trust company, the
privacy policy of your financial intermediary would govern how your non-public
personal information would be shared with unaffiliated third
parties.
PABRAI
WAGONS ETF
You
can find more information about the Fund in the following
documents:
Statement
of Additional Information (“SAI”)
The
Fund’s SAI provides additional details about the investments and techniques of
the Fund and certain other additional information. The current SAI is on file
with the SEC and is incorporated into this Prospectus by reference. It is
legally considered a part of this Prospectus.
Annual
and Semi-Annual Reports
Additional
information about the Fund’s investments is available in the Fund’s Annual and
Semi-Annual Reports to shareholders and in Form N-CSR. As the Fund is using the
Predecessor Fund’s historical data, the Annual and Semi-Annual Reports and Form
N-CSR are for the Predecessor Fund. The Predecessor Fund’s Annual Report
contains a discussion of the market conditions and investment strategies that
significantly affected the Predecessor Fund’s performance during the Predecessor
Fund’s last fiscal year. In Form N-CSR, you will find the Predecessor Fund’s
annual and semi-annual financial statements.
You
can obtain a free copy of the SAI and the Predecessor Fund’s Annual and
Semi-Annual Reports to shareholders, request other information, or make general
inquiries about the Fund by contacting the Fund at:
[email protected]
You
can obtain free copies of these documents, request other information or make
general inquiries about the Fund by calling 1-800-617-0004.
Shareholder
reports and other information about the Fund (including the SAI) are also
available:
•Free
of charge from the Fund’s website at www.wagonsetf.com;
•Free
of charge from the SEC’s EDGAR database on the SEC’s website at
http://www.sec.gov; or
(The
Trust’s SEC Investment Company Act file number is 811‑05037.)