Filed
with the Securities and Exchange Commission on
1933 Act Registration File No. 033-20827
1940 Act Registration File No. 811-05518
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
| REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 | [ | X | ] | ||
| Pre-Effective Amendment No. | [ | ] | |||
| Post-Effective Amendment No. | 339 | [ | X | ] | |
and/or
| REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 | [ | X | ] | ||
| Amendment No. | 344 | [ | X | ] | |
(Check Appropriate Box or Boxes)
(Exact Name of Registrant as Specified in Charter)
| 615 East Michigan Street |
| Milwaukee, Wisconsin 53202 |
(Address of Principal Executive Offices, including Zip Code)
Registrant’s Telephone Number, including Area Code: (609) 731-6256
Copies to:
| STEVEN PLUMP | JILLIAN L. BOSMANN, ESQUIRE | |
| The RBB Fund, Inc. | Faegre Drinker Biddle & Reath LLP | |
| 615 East Michigan Street | One Logan Square, Suite 2000 | |
| Milwaukee, Wisconsin 53202-5207 | Philadelphia, Pennsylvania 19103-6996 |
Approximate Date of Proposed Public Offering: As soon as practicable after the Registration Statement becomes effective.
| [ | X | ] | immediately upon filing pursuant to paragraph (b) |
| [ | ] | on (date) pursuant to paragraph (b) | |
| [ | ] | 60 days after filing pursuant to paragraph (a)(1) | |
| [ | ] | on (date) pursuant to paragraph (a)(1) | |
| [ | ] | 75 days after filing pursuant to paragraph (a)(2) | |
| [ | ] | on (date) pursuant to paragraph (a)(2) of Rule 485. |
If appropriate, check the following box:
| [ | ] | This post-effective amendment designates a new effective date for a previously filed post-effective amendment. |
PROSPECTUS
FEBRUARY 14, 2025
F/m Ultrashort Treasury Inflation-Protected Security (TIPS) ETF ()
F/m Yield Curve Steepening Strategy ETF ()
F/m Yield Curve Flattening Strategy ETF ()
F/m Rising Interest Rates Strategy ETF ()
F/m Falling Interest Rates Strategy ETF ()
Each a series of The RBB Fund, Inc.
The Securities and Exchange Commission (“SEC”) has not approved or disapproved these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense.
TABLE OF CONTENTS
| Summary Section | 3 |
| F/m Ultrashort Treasury Inflation-Protected Security (TIPS) ETF (RBIL) | 3 |
| F/m Yield Curve Steepening Strategy ETF (USTP) | 9 |
| F/m Yield Curve Flattening Strategy ETF(UFLT) | 17 |
| F/m Rising Interest Rates Strategy ETF (URIZ) | 25 |
| F/m Falling Interest Rates Strategy ETF (UFAL) | 32 |
| Additional Information about the Funds | 39 |
| Management of the Funds | 52 |
| How to Buy and Sell Shares | 54 |
| Dividends, Distributions, and Taxes | 56 |
| Distribution | 59 |
| Additional Considerations | 59 |
| Financial Highlights | 61 |
| For More Information | Back Cover |
No securities dealer, sales representative, or any other person has been authorized to give any information or to make any representations, other than those contained in this Prospectus or in approved sales literature in connection with the offer contained herein, and if given or made, such other information or representations must not be relied upon as having been authorized by the F/m Ultrashort Treasury Inflation-Protected (TIPS) ETF, F/m Yield Curve Steepening Strategy ETF, F/m Yield Curve Flattening Strategy ETF, F/m Rising Interest Rates Strategy ETF, or F/m Falling Interest Rates Strategy ETF (each a “Fund” and together the “Funds”) or The RBB Fund, Inc. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby in any jurisdiction or to any person to whom it is unlawful to make such offer.
The investment objective of the F/m Ultrashort Treasury Inflation-Protected Security (TIPS) ETF (the “F/m Ultrashort TIPS Fund” or the “Fund”) is to seek investment results that correspond (before fees and expenses) generally to the price and yield performance of the Bloomberg U.S. Ultrashort TIPS 1-13 Months Total Return Unhedged USD Index (I39232US).
This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the F/m Ultrashort TIPS Fund (“Shares”). You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below.
| Management Fees | |
| Distribution (12b-1) Fees | |
| Other Expenses(1) | |
| Total Annual Fund Operating Expenses |
| (1) |
This Example is intended to help you compare the cost of investing in the F/m Ultrashort TIPS Fund with the cost of investing in other funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then hold or redeem all of your Shares at the end of those periods. The Example also assumes that: (1) your investment has a 5% return each year, and (2) the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| 1 Year | 3 Years |
| $ |
$ |
The F/m Ultrashort TIPS 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 the Fund Shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. No portfolio turnover rate is provided for the Fund because the Fund did not commence operations prior to the date of this Prospectus.
The F/m Ultrashort TIPS Fund is a passively-managed exchange-traded fund (“ETF”) that seeks investment results, before fees and expenses, that correspond generally to the price and yield performance of the Bloomberg U.S. Ultrashort TIPS 1-13 Months Total Return Unhedged USD Index (I39232US) (“Underlying Index”), which measures the performance of U.S. Treasury Inflation-Protected Securities (“TIPS”) with maturities from 1 month up to (but not including) 13 months. TIPS are income-generating instruments whose interest and principal payments are adjusted for inflation. The inflation adjustment, which is typically applied monthly to the principal of the bond, follows a designated inflation index, the non-seasonally adjusted Consumer Price Index for All Urban Consumers (“CPI-U”), and TIPS’ principal payments are adjusted according to changes in the CPI-U. A fixed coupon rate is applied to the inflation-adjusted principal so that, as inflation rises, both the principal value and the interest payments increase. This can provide a hedge against inflation, as it helps preserve the purchasing power of an investment. Because of this inflation adjustment feature, inflation-protected bonds typically have lower yields than conventional fixed-rate bonds. Under normal market conditions, F/m Investments LLC (the “Adviser”) seeks to achieve the Fund’s investment objective by investing at least 80% of the Fund’s net assets (plus any borrowings for investment purposes) in TIPS with maturities of 1-13 months.
The Adviser uses a representative sampling indexing strategy in seeking to achieve the Fund’s investment objective. Under normal market conditions, the Fund invests substantially all of its assets in the securities comprising the Underlying Index and in securities that the Adviser determines to have economic characteristics that are substantially identical to the economic characteristics of the securities that comprise the Underlying Index, including, but not limited to, bonds that are capital-indexed and linked to a commonly used domestic inflation index.
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In seeking to track the Underlying Index, the Fund may invest in securities that are not included in the Underlying Index, cash and cash equivalents and/or money market instruments, such as repurchase agreements and money market funds. The Fund is “non-diversified,” which means it may invest a greater percentage of its assets in the securities of a single issuer than a “diversified” fund.
The Underlying Index
The Underlying Index was incepted in January 2025, with history back to January 1, 2015, by Bloomberg Finance LP (the “Index Provider”). The Underlying Index is composed of equally weighted sub-components that have a remaining maturity from one (1) month up to (but not including) thirteen (13) months (e.g., 1-2 month maturities, 2-3 maturities, etc.). Federal Reserve holdings of TIPS are excluded from the face amount outstanding of each bond in the Underlying Index.
The Underlying Index has a minimum liquidity requirement of $500M USD par amount outstanding (not adjusted for index duration). The bonds included in the Underlying Index are capital-indexed and linked to a commonly used domestic inflation index. Principal and interest are inflation-linked and denominated in U.S. dollars. The bonds are rated investment grade (Baa3/BBB-/BBB- or higher) using the middle rating of Moody’s® Investors Service, Inc.(“Moody’s”), Fitch Ratings, Inc. (“Fitch”) and Standard & Poor’s® Financial Services LLC (“S&P”); when a rating from only two agencies is available, the lower is used; when only one agency rates a bond, that rating is used. In cases where explicit bond level ratings are not available, the Index Provider may use other sources to classify securities by credit quality.
The Underlying Index is rebalanced by the Index Provider on the last business day of each month. The Underlying Index is calculated and administered by the Index Provider, which is not affiliated with the Fund or the Adviser. The Index Provider calculates the Underlying Index and Parent Index on a total return basis.
Additional information regarding the Underlying Index, including its value, is available at https://www.bloomberg.com/professional/products/indices/fixed-income/.
The Fund may invest in securities of other affiliated and unaffiliated ETFs registered under the Investment Company Act of 1940, as amended, that invest primarily in Fund eligible investments (collectively, “Underlying Funds”) to the extent permitted by applicable law and subject to certain restrictions.
The Fund may also seek to increase its income by lending securities. These loans will be secured by collateral (consisting of cash, U.S. government securities, or irrevocable letters of credit) maintained in an amount equal to at least 100% of the market value, determined daily, of the loaned securities. Cash collateral received by the Fund in connection with its lending of portfolio securities will be invested in short-term investments, including money market funds.
The F/m Ultrashort TIPS Fund has elected to qualify each year for treatment as a regulated investment company (“RIC”) under Subchapter M of Subtitle A, Chapter 1, of the Internal Revenue Code of 1986, as amended (the “Code”).
| ● | Affiliated Fund Risk. Affiliated fund risk is the risk that the Adviser may select investments for the Fund based on its own financial interests or other business considerations rather than the Fund’s interests. The Adviser may be subject to potential conflicts of interest in selecting the Underlying Funds because the Underlying Funds pay an advisory fee to the Adviser based on their assets, the fees paid to the Adviser by some affiliated Underlying Funds may be higher than other Underlying Funds or the Underlying Funds may be in need of assets to enhance their appeal to other investors, liquidity and trading and/or to enable them to carry out their investment strategies. However, the Adviser is a fiduciary to the Fund and is legally obligated to act in the Fund’s best interest when selecting Underlying Funds. |
| ● | Asset Class Risk. Securities and other assets in the Fund’s portfolio may underperform in comparison to the general financial markets, a particular financial market, or other asset classes. |
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| ● | Concentration Risk. The Fund may be susceptible to an increased risk of loss, including losses due to adverse events that affect the Fund’s investments more than the market as a whole, to the extent that the Fund’s investments are concentrated in a particular issue, issuer or issuers, country, market segment, or asset class. |
| ● | Cyber Security Risk. Cyber security risk is the risk of an unauthorized breach and access to the Fund’s assets, Fund or customer data (including private shareholder information), or proprietary information, or the risk of an incident occurring that causes the Fund, the Adviser, custodian, transfer agent, distributor and other service providers and financial intermediaries to suffer data breaches, data corruption or lose operational functionality or prevent the Fund’s investors from purchasing, redeeming or exchanging shares or receiving distributions. While the Fund and Adviser have established business continuity plans and risk management systems seeking to address system breaches or failures, there are inherent limitations in such plans and systems. Further, the Fund cannot control the cybersecurity plans and systems of the Fund’s Index Provider and other service providers, market makers, or issuers of securities in which the Fund invests. The Fund and the Adviser have limited ability to prevent or mitigate cyber security incidents affecting third-party service providers, and such third-party service providers may have limited indemnification obligations to the Fund or the Adviser. Successful cyber-attacks or other cyber-failures or events affecting the Fund or its service providers may adversely impact and cause financial losses to the Fund or its shareholders. Issuers of securities in which the Fund invests are also subject to cyber security risks, and the value of these securities could decline if the issuers experience cyberattacks or other cyber-failures. |
| ● | Duration Risk. Duration is a measure of the price sensitivity of a debt security or portfolio to interest rate changes. Duration risk is the risk that longer-duration debt securities will be more volatile and thus more likely to decline in price, and to a greater extent, in a rising interest rate environment than shorter-duration debt securities. |
| ● | ETF Risk. 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. Only an authorized participant (“AP”) may engage in creation or redemption transactions directly with the Fund. The Fund has a limited number of financial institutions that are institutional investors and may act as APs. In addition, there may be a limited number of market makers and/or liquidity providers in the marketplace. To the extent either of the following events occur, Fund 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. These events, among others, may lead to the Fund Shares trading at a premium or discount to NAV. Thus, you may pay more (or less) than the NAV when you buy Shares of the Fund in the secondary market, and you may receive less (or more) than NAV when you sell those Shares in the secondary market. A diminished market for an ETF’s Shares substantially increases the risk that a shareholder may pay considerably more or receive significantly less than the underlying value of the ETF Shares bought or sold. In periods of market volatility, APs, market makers and/or liquidity providers may be less willing to transact in Fund Shares. |
| ● | Secondary Market Trading Risk. Although the Fund’s Shares are listed on a national securities exchange, The Nasdaq Stock Market, LLC (the “Exchange”), and may be traded on U.S. exchanges other than the Exchange, there can be no assurance that an active or liquid trading market for them will develop or be maintained. In addition, trading in Shares on the Exchange may be halted. During periods of market stress, 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). This risk is heightened in times of market volatility or periods of steep market declines. |
| ● | Shares May Trade at Prices Other Than NAV Risk. As with all ETFs, Fund 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). This risk is heightened in times of market volatility or periods of steep market declines. |
| ● | Fixed-Income Market Risk. The market value of a fixed-income security may decline due to general market conditions that are not specifically related to a particular issuer, such as real or perceived adverse economic conditions, changes in the outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally. The fixed-income securities market can be susceptible to increases in volatility and decreases in liquidity. Liquidity can decline unpredictably in response to overall economic conditions or credit tightening. Increases in volatility and decreases in liquidity may be caused by a rise in interest rates (or the expectation of a rise in interest rates). An unexpected increase in Fund redemption requests, including requests from shareholders who may own a significant percentage of the Fund’s Shares, which may be triggered by market turmoil or an increase in interest rates, could cause the Fund to sell its holdings at a loss or at undesirable prices and adversely affect the Fund’s Share price and increase the Fund’s liquidity risk, expenses and/or taxable distributions. |
| ● | High Portfolio Turnover Risk. The Fund may incur relatively high portfolio turnover. The active and frequent trading of the Fund’s portfolio securities may result in increased transaction costs to the Fund, including brokerage commissions, dealer mark-ups and other transaction costs, which could reduce the Fund’s return. |
5
| ● | Income Risk. The Fund’s income may decline if interest rates fall. This decline in income can occur because the Fund may subsequently invest in lower yielding bonds as bonds in its portfolio mature, are near maturity, or are called, or the Fund otherwise needs to purchase additional bonds. |
| ● | Index-Related Risk. There is no guarantee that the Fund’s investment results will have a high degree of correlation to those of the Underlying Index or that the Fund will achieve its investment objective. Market disruptions and regulatory restrictions could have an adverse effect on the Fund’s ability to adjust its exposure to the required levels in order to track the Underlying Index. The Index Provider may rely on various sources of information to assess the criteria of components of the Underlying Index, including information that may be based on assumptions and estimates. Neither the Fund nor the Adviser can offer assurances that the Index Provider’s methodology or sources of information will provide an accurate assessment of included components. Errors in index data, index computations or the construction of the Underlying Index in accordance with its methodology may occur from time to time and may not be identified and corrected by the Index Provider for a period of time or at all, which may have an adverse impact on the Fund and its shareholders. Unusual market conditions or other unforeseen circumstances (such as natural disasters, political unrest or war) may impact the Index Provider or a third-party Provider and may cause the Index Provider to postpone a scheduled rebalance, which could cause the Underlying Index to vary from its normal or expected composition. |
| ● | Inflation-Indexed Bonds Risk. The principal value of an investment is not protected or otherwise guaranteed by virtue of the Fund’s investments in inflation-indexed bonds. Inflation-indexed bonds are fixed-income securities whose principal value is periodically adjusted according to the rate of inflation. If the index measuring inflation falls, the principal value of inflation-indexed bonds will be adjusted downward, and consequently the interest payable on these securities (calculated with respect to a smaller principal amount) will be reduced. Repayment of the original bond principal upon maturity (as adjusted for inflation) is guaranteed in the case of U.S. Treasury inflation-indexed bonds. For bonds that do not provide a similar guarantee, the adjusted principal value of the bond repaid at maturity may be less than the original principal value. The value of inflation-indexed bonds is expected to change in response to changes in real interest rates. Real interest rates are tied to the relationship between nominal interest rates and the rate of inflation. If nominal interest rates increase at a faster rate than inflation, real interest rates may rise, leading to a decrease in value of inflation-indexed bonds. Short-term increases in inflation may lead to a decline in value. Any increase in the principal amount of an inflation-indexed bond will be considered taxable ordinary income, even though investors do not receive their principal until maturity. Periodic adjustments for inflation to the principal amount of an inflation-indexed bond may give rise to original issue discount, which will be includable in the Fund’s gross income. Due to original issue discount, the Fund may be required to make annual distributions to shareholders that exceed the cash received, which may cause the Fund to liquidate certain investments when it is not advantageous to do so. Also, if the principal value of an inflation-indexed bond is adjusted downward due to deflation, amounts previously distributed in the taxable year may be characterized in some circumstances as a return of capital. |
| ● | Inflation-Linked Securities. In general, the value of an inflation-linked security, including TIPS, will typically decrease when real interest rates (nominal interest rates reduced by the expected impact of inflation) increase and increase when real interest rates decrease. When inflation is negative or concerns over inflation are low, the value and income of inflation-linked securities could fall and result in losses for the Fund and during periods of very low inflation, the yield on an inflation-linked security may be negative. Conversely, during sustained periods of high inflation, the Fund’s yield should increase, which may not be repeated. Funds that invest heavily in inflation-linked securities do not always move in lockstep with inflation because they do not necessarily buy inflation-linked securities when they are originally issued or hold them until maturity. In addition, the accrual of inflation adjustments on the Fund’s holdings may significantly impact the current level of dividends actually paid to shareholders. Changes in inflation rates and/or interest rates may cause the Fund’s yield to vary substantially over time. |
| ● | Interest Rate Risk. Interest rate risk is the risk of losses attributable to changes in interest rates. In general, if prevailing interest rates rise, the values of debt instruments tend to fall, and if interest rates fall, the values of debt instruments tend to rise. Changes in the value of a debt instrument usually will not affect the amount of income the Fund receives from it but will generally affect the value of your investment in the Fund. Changes in interest rates may also affect the liquidity of the Fund’s investments in debt instruments. In general, the longer the maturity or duration of a debt instrument, the greater its sensitivity to changes in interest rates. The Fund is subject to the risk that the income generated by its investments may not keep pace with inflation. Actions by governments and central banking authorities can result in increases or decreases in interest rates, which may negatively affect the value of debt instruments held by the Fund and have a negative impact on the Fund’s performance and NAV. Rising interest rates may prompt redemptions from the Fund, which may force the Fund to sell investments at a time when it is not advantageous to do so, which could result in losses. During periods of very low or negative interest rates, the Fund may be unable to maintain positive returns or pay dividends to Fund shareholders. Very low or negative interest rates may magnify interest rate risk. Changing interest rates, including rates that fall below zero, may have unpredictable effects on markets, result in heightened market volatility and detract from the Fund’s performance to the extent the Fund is exposed to such interest rates. Additionally, under certain market conditions in which interest rates are low and the market prices for portfolio securities have increased, the Fund may have a very low or even negative yield. A low or negative yield would cause the Fund to lose money in certain conditions and over certain time periods. An increase in interest rates will generally cause the value of securities held by the Fund to decline, may lead to heightened volatility in the fixed-income markets and may adversely affect the liquidity of certain fixed-income investments, including those held by the Fund. The historically low-interest rate environment in recent years heightens the risks associated with rising interest rates. |
6
| ● | Management Risk. As the Fund’s portfolio will not typically replicate the Underlying Index fully, it is subject to the risk that the Adviser’s investment strategy may not produce the intended results. The Adviser’s use of a representative sampling indexing strategy to manage the Fund’s portfolio may subject the Fund to an increased risk of tracking error, in that the securities selected in aggregate for the Fund’s portfolio may not have an investment profile similar to those of the Underlying Index. |
| ● | Market Risk. The trading prices of securities and other instruments fluctuate in response to a variety of factors. The Fund’s NAV and market price may fluctuate significantly in response to these and other factors including economic, political, financial, public health crises (such as epidemics or pandemics), war, acts of terrorism, recessions or other disruptive events (whether real, expected or perceived) in the local, regional or global markets. These factors could have a significant impact on the Fund and its investments and could result in increased premiums or discounts to the Fund’s NAV. As a result, an investor could lose money over short periods due to short-term market movements or long periods of time during prolonged market downturns. |
| ● | Market Trading Risk. The Fund faces numerous market trading risks, including the potential lack of an active market for the Shares, losses from trading in secondary markets, and disruption in the creation/redemption process of the Fund. In stressed market conditions, the market for Shares may become less liquid in response to deteriorating liquidity in the markets for the Fund’s portfolio holdings, which may cause a variance in the market price of Shares and their underlying NAV. In addition, an exchange or market may issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund’s creation/redemption process, potentially affect the price at which Shares trade in the secondary market, and/or result in the Fund being unable to trade certain securities or financial instruments at all. In these circumstances, the Fund may be unable to rebalance its portfolio, may be unable to accurately price its investments and/or may incur substantial trading losses. Any of these factors may lead to the Shares trading at a premium or discount to the Fund’s NAV. |
| ● | New Fund Risk. The Fund is a newly organized management investment company with a limited operating history. In addition, there can be no assurance that the Fund will grow to, or maintain, an economically viable size, in which case the Board of Directors (the “Board”) of The RBB Fund, Inc. (the “Company”) may determine to liquidate the Fund. |
| ● | Operational Risk. The Fund is exposed to operational risks arising from a number of factors, including, but not limited to, human error, processing and communication errors, errors of the Fund’s service providers, counterparties, or other third parties, failed or inadequate processes or technology or systems failures. The Fund and the Adviser seek to reduce these operational risks through controls and procedures. However, these measures do not address every possible risk and may be inadequate to address significant operational risks. |
| ● | Passive Investment Risk. Although the Fund is permitted to invest up to 100% of its assets in money market instruments for temporary defensive or liquidity purposes, the Adviser generally does not attempt to invest the Fund’s assets in defensive positions. |
| ● | Reinvestment Risk. Reinvestment risk is the risk that income from the Fund’s portfolio will decline if and when the Fund reinvests the proceeds from the disposition of its portfolio securities at market interest rates that are below the portfolio’s current earnings rate. A decline in income could negatively affect the market price of the Shares. |
| ● | Risk of Investing in the United States. Certain changes in the United States economy, such as when the economy weakens or when its financial markets decline, may have an adverse effect on the securities to which the Fund has exposure. |
| ● | Securities Lending Risk. The Fund may engage in securities lending (i.e., lend portfolio securities to institutions, such as certain broker dealers). Securities lending involves the risk that the Fund may lose money because the borrower of the loaned securities fails to return the securities in a timely manner or at all. The Fund could also lose money in the event of a decline in value of collateral provided for loaned securities or a decline in the value of any investments made with cash collateral. These events could also trigger adverse tax consequences for the Fund. The Fund could also experience a loss or delay in the recovery of its securities if the borrowing institution breaches its agreement with the Fund. |
7
| ● | U.S. Treasury Obligations Risk. While U.S. Treasury obligations are backed by the “full faith and credit” of the U.S. Government, such securities are nonetheless subject to credit risk (i.e., the risk that the U.S. Government may be, or be perceived to be, unable or unwilling to honor its financial obligations, such as making payments). Securities issued or guaranteed by federal agencies or authorities and U.S. Government-sponsored instrumentalities or enterprises may or may not be backed by the full faith and credit of the U.S. Government. U.S. Treasury obligations may differ from other securities in their interest rates, maturities, times of issuance and other characteristics and may provide relatively lower returns than those of other securities. Similar to other issuers, changes to the financial condition or credit rating of the U.S. government may cause the value of the Fund’s U.S. Treasury obligations to decline. |
Performance
information for the F/m Ultrashort TIPS Fund is not included because the Fund had not commenced operations prior to the date of this
Prospectus.
Management
Investment Adviser
F/m Investments LLC serves as the investment adviser.
Portfolio Managers
| Team Member | Primary Titles | Start
Date with Ultrashort TIPS Fund |
| Peter Baden | Managing Director, Director of Fixed Income Strategy | Inception |
| Alexander Morris | Chief Executive Officer | Inception |
| Marcin Zdunek | Managing Director, Head of Capital Markets & Portfolio Manager | Inception |
Purchase and Sale of F/m Ultrashort TIPS Fund Shares
The F/m Ultrashort TIPS Fund is an ETF. Individual Shares may only be bought and sold in the secondary market through a broker-dealer. Shares are listed on a national securities exchange, The Nasdaq Stock Market LLC (the “Exchange”), and investors can only buy and sell Shares through brokers or dealers 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). An investor may incur costs attributable to the difference between the highest price a buyer is willing to pay to purchase shares (bid) and the lowest price a seller is willing to accept for shares (ask) when buying or selling shares in the secondary market (the “bid-ask spread”). Once available, information, including information on the Fund’s NAV, market price, premiums and discounts, and bid-ask spreads, will be provided at www.ustreasuryetf.com.
The Fund issues and redeems Shares at NAV only in large blocks known as “Creation Units,” which only APs (typically, broker-dealers) may purchase or redeem. The Fund generally issues and redeems Creation Units in exchange for a portfolio of securities closely approximating the holdings of the Fund (the “Deposit Securities”) and/or a designated amount of U.S. cash.
Tax Information
Fund distributions are generally taxable as ordinary income, qualified dividend income, or capital gains (or a combination), unless your investment is made through an individual retirement account (“IRA”) or other tax-advantaged account. Distributions on investments made through tax-deferred arrangements may be taxed later upon withdrawal of assets from those accounts. Certain states and localities may exempt distributions from tax when attributable to interest from U.S. federal government obligations. Please consult your personal tax advisor.
Financial Intermediary Compensation
If you purchase Fund Shares through a broker-dealer or other financial intermediary (such as a bank) (an “Intermediary”), the Fund’s Adviser or its affiliates may pay Intermediaries for certain activities related to the Fund, including participation in activities that are designed to make Intermediaries more knowledgeable about exchange traded products, including the F/m Ultrashort TIPS Fund, or for other activities, such as marketing, educational training or other initiatives related to the sale or promotion of Shares. These payments may create a conflict of interest by influencing the Intermediary and your salesperson to recommend the F/m Ultrashort TIPS Fund over another investment. Any such arrangements do not result in increased Fund expenses. Ask your salesperson or visit the Intermediary’s website for more information.
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The investment objective of the F/m Yield Curve Steepening Strategy ETF (the “F/m Yield Curve Steepening Fund” or the “Fund”) is to seek to implement a steepener yield curve strategy that is designed to benefit from the widening spread between short-term and long-term U.S. Treasury yields that typically occurs when shorter-maturity rates fall faster than longer-maturity rates, or when longer-maturity rates rise relative to shorter-maturity rates.
This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the F/m Yield Curve Steepening Fund (“Shares”). You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below.
| Management Fees | |
| Distribution (12b-1) Fees | |
| Other Expenses | |
| Total Annual Fund Operating Expenses |
This Example is intended to help you compare the cost of investing in the F/m Yield Curve Steepening Fund with the cost of investing in other funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then hold or redeem all of your Shares at the end of those periods. The Example also assumes that: (1) your investment has a 5% return each year, and (2) the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| 1 Year | 3 Years |
| $ |
$ |
The F/m Yield Curve Steepening Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund Shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. No portfolio turnover rate is provided for the Fund because the Fund had not commenced operations prior to the date of this Prospectus.
The F/m Yield Curve Steepening Fund is an actively-managed exchange-traded fund (“ETF”) that seeks to implement a steepener yield curve strategy that is designed to benefit from the widening spread between short-term and long-term U.S. Treasury yields that typically occurs when shorter-maturity rates fall faster than longer-maturity rates, or when longer-maturity rates rise relative to shorter-maturity rates.
Under normal market conditions, F/m Investments LLC (the “Adviser”) seeks to achieve the Fund’s investment objective by investing at least 80% of the Fund’s net assets (plus any borrowings for investment purposes) in a combination of long and short positions in U.S. Treasury securities or derivatives, such as U.S. Treasury futures, interest rate swaps, and options, to express a view on the shape of the yield curve. Specifically, the Fund may:
| ● | Take short positions in longer-duration U.S. Treasury securities or derivatives or affiliated ETFs to gain exposure to rising yields at the long end of the curve. |
| ● | Take long positions in shorter-duration U.S. Treasury securities or derivatives or affiliated ETFs to gain exposure to falling yields at the short end of the curve. |
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The Adviser actively manages the Fund’s positions based on market conditions, macroeconomic trends, and interest rate forecasts. The Fund’s portfolio is constructed and rebalanced periodically to maintain exposure aligned with the yield steepener objective, considering factors such as economic data, Federal Reserve policy, and global interest rate dynamics.
The Fund may also allocate a portion of its assets to cash, cash equivalents, or high-quality short-term instruments for liquidity and collateral purposes. The Fund does not seek to maintain a specific duration target, as its primary focus is on the relative movement between segments of the yield curve.
The Fund may enter into reverse repurchase agreements in amounts not exceeding one-third of the Fund’s total assets (including the amount borrowed). The Fund may invest in securities of other affiliated and unaffiliated ETFs registered under the Investment Company Act of 1940, as amended, that invest primarily in Fund eligible investments (collectively, “Underlying Funds”) to the extent permitted by applicable law and subject to certain restrictions.
The Fund may also seek to increase its income by lending securities. These loans will be secured by collateral (consisting of cash, U.S. government securities, or irrevocable letters of credit) maintained in an amount equal to at least 100% of the market value, determined daily, of the loaned securities. Cash collateral received by the Fund in connection with its lending of portfolio securities will be invested in short-term investments, including money market funds.
The F/m Yield Curve Steepening Fund has elected to qualify each year for treatment as a regulated investment company (“RIC”) under Subchapter M of Subtitle A, Chapter 1, of the Internal Revenue Code of 1986, as amended (the “Code”).
The
value of the F/m Yield Curve Steepening Fund’s investments may decrease, which will cause the value of the Fund’s
Shares to decrease.
| ● | Active Management Risk. The Fund is actively managed using proprietary investment strategies and processes. There can be no guarantee that these strategies and processes will be successful or that the Fund will achieve its investment objective. |
| ● | Affiliated Fund Risk. Affiliated fund risk is the risk that the Adviser may select investments for the Fund based on its own financial interests or other business considerations rather than the Fund’s interests. The Adviser may be subject to potential conflicts of interest in selecting the Underlying Funds because the Underlying Funds pay an advisory fee to the Adviser based on their assets, the fees paid to the Adviser by some affiliated Underlying Funds may be higher than other Underlying Funds or the Underlying Funds may be in need of assets to enhance their appeal to other investors, liquidity and trading and/or to enable them to carry out their investment strategies. However, the Adviser is a fiduciary to the Fund and is legally obligated to act in the Fund’s best interest when selecting Underlying Funds. |
| ● | Asset Class Risk. Securities and other assets in the Fund’s portfolio may underperform in comparison to the general financial markets, a particular financial market, or other asset classes. |
| ● | Cash or Cash Equivalents Risk. At any time, the Fund may have significant investments in cash or cash equivalents. When a substantial portion of a portfolio is held in cash or cash equivalents, there is the risk that the value of the cash account, including interest, will not keep pace with inflation, thus reducing purchasing power over time. Additionally, in rising markets, holding cash or cash equivalents may adversely affect the Fund’s performance and the Fund may not achieve its investment objective. |
| ● | Concentration Risk. The Fund may be susceptible to an increased risk of loss, including losses due to adverse events that affect the Fund’s investments more than the market as a whole, to the extent that the Fund’s investments are concentrated in a particular issue, issuer or issuers, country, market segment, or asset class. |
| ● | Counterparty Risk. Counterparty risk is the risk that a counterparty to a swap contract or other similar investment instrument may default on its payment obligation to the Fund. Such a default may cause the value of an investment in the Fund to decrease. |
| ● | Cyber Security Risk. Cyber security risk is the risk of an unauthorized breach and access to the Fund’s assets, Fund or customer data (including private shareholder information), or proprietary information, or the risk of an incident occurring that causes the Fund, the Adviser, custodian, transfer agent, distributor and other service providers and financial intermediaries to suffer data breaches, data corruption or lose operational functionality or prevent the Fund’s investors from purchasing, redeeming or exchanging shares or receiving distributions. While the Fund and the Adviser have established business continuity plans and risk management systems seeking to address system breaches or failures, there are inherent limitations in such plans and systems. Further, the Fund cannot control the cybersecurity plans and systems of the Fund’s service providers, market makers, or issuers of securities in which the Fund invests. The Fund and the Adviser have limited ability to prevent or mitigate cyber security incidents affecting third-party service providers, and such third-party service providers may have limited indemnification obligations to the Fund or the Adviser. Successful cyber-attacks or other cyber-failures or events affecting the Fund or its service providers may adversely impact and cause financial losses to the Fund or its shareholders. Issuers of securities in which the Fund invests are also subject to cyber security risks, and the value of these securities could decline if the issuers experience cyber-attacks or other cyber-failures. |
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| ● | Derivatives Risk. A Fund’s use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. These risks include (i) the risk that the counterparty to a derivative transaction may not fulfill its contractual obligations; (ii) risk of mispricing or improper valuation; and (iii) the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. Derivative prices are highly volatile and may fluctuate substantially during a short period of time. Such prices are influenced by numerous factors that affect the markets, including, but not limited to: changing supply and demand relationships; government programs and policies; national and international political and economic events, changes in interest rates, inflation and deflation and changes in supply and demand relationships. Trading derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities. |
| ● | Duration Risk. Duration is a measure of the price sensitivity of a debt security or portfolio to interest rate changes. Duration risk is the risk that longer-duration debt securities will be more volatile and thus more likely to decline in price, and to a greater extent, in a rising interest rate environment than shorter-duration debt securities. |
| ● | Early Close/Trading Halt Risk. An exchange or market may close or issue trading halts on specific securities, or the ability to buy or sell certain securities or financial instruments may be restricted, which may prevent a Fund from buying or selling certain securities or financial instruments. In these circumstances, a Fund may be unable to rebalance its portfolio, may be unable to accurately price its investments and may incur substantial trading losses. |
| ● | ETF Risk. 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. Only an authorized participant (“AP”) may engage in creation or redemption transactions directly with the Fund. The Fund has a limited number of financial institutions that are institutional investors and may act as APs. In addition, there may be a limited number of market makers and/or liquidity providers in the marketplace. To the extent either of the following events occur, Note Fund Shares may trade at a material discount to net asset value (“NAV”) and possibly face delisting: (i) APs exit the business or otherwise become unable to process creation and/or redemption orders and no other APs step forward to perform these services, or (ii) market makers and/or liquidity providers exit the business or significantly reduce their business activities and no other entities step forward to perform their functions. These events, among others, may lead to the Fund Shares trading at a premium or discount to NAV. Thus, you may pay more (or less) than the NAV when you buy Shares of the Fund in the secondary market, and you may receive less (or more) than NAV when you sell those Shares in the secondary market. A diminished market for an ETF’s shares substantially increases the risk that a shareholder may pay considerably more or receive significantly less than the underlying value of the ETF shares bought or sold. In periods of market volatility, APs, market makers and/or liquidity providers may be less willing to transact in Fund Shares. |
| ● | Secondary Market Trading Risk. Although Shares are listed on a national securities exchange (the “Exchange”), and may be traded on U.S. exchanges other than the Exchange, there can be no assurance that an active or liquid trading market for them will develop or be maintained. In addition, trading in Shares on the Exchange may be halted. During periods of market stress, 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). This risk is heightened in times of market volatility or periods of steep market declines. |
| ● | Shares May Trade at Prices Other Than NAV Risk. As with all ETFs, Shares may be bought and sold in the secondary market at market prices. Shares trade on a stock exchange at prices at, above, or below the Fund’s most recent NAV. The Fund’s NAV is calculated at the end of each business day and fluctuates with changes in the market value of the Fund’s holdings. The trading price of the Shares fluctuates continuously throughout trading hours on the exchange, based on both the relative market supply of, and demand for, the Shares and the underlying value of the Fund’s portfolio holdings. As a result, the trading prices of the Shares may deviate from the Fund’s NAV. 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). This risk is heightened in times of market volatility or periods of steep market declines. Any of these factors, among others, may lead to the Shares trading at a premium or discount to NAV. |
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| ● | Fixed-Income Market Risk. When the Fund invests in fixed income securities, the value of your investment in the Fund will fluctuate with changes in interest rates. Typically, a rise in interest rates causes a decline in the value of fixed income securities owned by the Fund. In general, the market price of fixed income securities with longer maturities or duration will increase or decrease more in response to changes in interest rates than shorter-term securities. Other risk factors include credit risk (the debtor may default), extension risk (an issuer may exercise its right to repay principal on a fixed rate obligation held by the Fund later than expected), and prepayment risk (the debtor may pay its obligation early, reducing the amount of interest payments). These risks could affect the value of a particular investment by the Fund, possibly causing the Fund’s share price and total return to be reduced and fluctuate more than other types of investments. |
| ● | Futures Risk. Futures are standardized, exchange-traded contracts that obligate a purchaser to take delivery, and a seller to make delivery, of a specific amount of an asset at a specified future date at a specified price. The primary risks associated with the use of futures contracts and options are: (a) the imperfect correlation between the change in market value of the instruments held by the Fund and the price of the futures contract or option; (b) the possible lack of a liquid secondary market for a futures contract and the resulting inability to close a futures contract when desired; (c) losses caused by unanticipated market movements, which are potentially unlimited; (d) the investment adviser’s inability to predict correctly the direction of securities prices, interest rates, currency exchange rates and other economic factors; and (e) the possibility that the counterparty will default in the performance of its obligations. |
| ● | High Portfolio Turnover Risk. The Fund may incur relatively high portfolio turnover. The active and frequent trading of the Fund’s portfolio securities may result in increased transaction costs to the Fund, including brokerage commissions, dealer mark-ups and other transaction costs, which could reduce the Fund’s return. |
| ● | Illiquid Investments Risk. The possible lack of a liquid secondary market for derivatives and the resulting inability of the Fund to sell or otherwise close a derivatives position could expose the Fund to losses and could make derivatives more difficult for the Fund to value accurately. |
| ● | Income Risk. The Fund’s income may decline if interest rates fall. This decline in income can occur because the Fund may subsequently invest in lower yielding bonds as bonds in its portfolio mature, are near maturity or are called, or the Fund otherwise needs to purchase additional bonds. |
| ● | Interest Rate Risk. Interest rate risk is the risk of losses attributable to changes in interest rates. In general, if prevailing interest rates rise, the values of debt instruments tend to fall, and if interest rates fall, the values of debt instruments tend to rise. Changes in the value of a debt instrument usually will not affect the amount of income the Fund receives from it but will generally affect the value of your investment in the Fund. Changes in interest rates may also affect the liquidity of the Fund’s investments in debt instruments. In general, the longer the maturity or duration of a debt instrument, the greater its sensitivity to changes in interest rates. The Fund is subject to the risk that the income generated by its investments may not keep pace with inflation. Actions by governments and central banking authorities can result in increases or decreases in interest rates, which may negatively affect the value of debt instruments held by the Fund and have a negative impact on the Fund’s performance and NAV. Rising interest rates may prompt redemptions from the Fund, which may force the Fund to sell investments at a time when it is not advantageous to do so, which could result in losses. During periods of very low or negative interest rates, the Fund may be unable to maintain positive returns or pay dividends to Fund shareholders. Very low or negative interest rates may magnify interest rate risk. Changing interest rates, including rates that fall below zero, may have unpredictable effects on markets, result in heightened market volatility and detract from the Fund’s performance to the extent the Fund is exposed to such interest rates. Additionally, under certain market conditions in which interest rates are low and the market prices for portfolio securities have increased, the Fund may have a very low or even negative yield. A low or negative yield would cause the Fund to lose money in certain conditions and over certain time periods. An increase in interest rates will generally cause the value of securities held by the Fund to decline, may lead to heightened volatility in the fixed-income markets and may adversely affect the liquidity of certain fixed-income investments, including those held by the Fund. The historically low-interest rate environment in recent years heightens the risks associated with rising interest rates. |
| ● | Issuer Risk. The performance of the Fund depends on the performance of individual securities or other assets to which the Fund has exposure. The value of securities or other assets may decline, or perform differently from the market as a whole, due to changes in the financial condition or credit rating of the issuer or counterparty. |
| ● | Leverage Risk. Using derivatives can create leverage, which can amplify the effects of market volatility on the Fund's share price and make the Fund's returns more volatile. The use of leverage may cause the Fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations. The use of leverage may also cause the Fund to have higher expenses than those of other funds that do not use such techniques. |
| ● | Liquidity Risk. Certain securities held by the Fund may be difficult (or impossible) to sell at the time and at the price the Adviser would like. As a result, the Fund may have to hold these securities longer than it would like and may forego other investment opportunities. There is the possibility that the Fund may lose money or be prevented from realizing capital gains if it cannot sell a security at a particular time and price. |
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| ● | Market Risk. The trading prices of securities and other instruments fluctuate in response to a variety of factors. The Fund’s NAV and market price may fluctuate significantly in response to these and other factors including economic, political, financial, public health crises (such as epidemics or pandemics), war, acts of terrorism, recessions or other disruptive events (whether real, expected or perceived) in the local, regional or and global markets. These factors could have a significant impact on the Fund and its investments and could result in increased premiums or discounts to the Fund’s NAV. As a result, an investor could lose money over short periods due to short-term market movements or long periods of time during prolonged market downturns. |
| ● | Market Trading Risk. The Fund faces numerous market trading risks, including the potential lack of an active market for the Shares, losses from trading in secondary markets, and disruption in the creation/redemption process of the Fund. In stressed market conditions, the market for Shares may become less liquid in response to deteriorating liquidity in the markets for the Fund’s portfolio holdings, which may cause a variance in the market price of Shares and their underlying NAV. In addition, an exchange or market may issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund’s creation/redemption process, potentially affect the price at which Shares trade in the secondary market, and/or result in the Fund being unable to trade certain securities or financial instruments at all. In these circumstances, the Fund may be unable to rebalance its portfolio, may be unable to accurately price its investments and/or may incur substantial trading losses. Any of these factors may lead to the Shares trading at a premium or discount to the Fund’s NAV. |
| ● | New Fund Risk. The Fund is a newly organized management investment company with a limited operating history. In addition, there can be no assurance that the Fund will grow to, or maintain, an economically viable size, in which case the Board of Directors (the “Board”) of The RBB Fund, Inc. (the “Company”) may determine to liquidate the Fund. |
| ● | Operational Risk. The Fund is exposed to operational risks arising from a number of factors, including, but not limited to, human error, processing and communication errors, errors of the Fund’s service providers, counterparties or other third parties, failed or inadequate processes and technology or systems failures. The Fund and the Adviser seek to reduce these operational risks through controls and procedures. However, these measures do not address every possible risk and may be inadequate to address significant operational risks. |
| ● | Options Risk. When the Fund purchases a call option, it receives, in return for the premium it pays, the right to buy from the writer of the option the underlying security at a specified price at any time before the option expires. The Fund purchases call options in anticipation of an increase in the market value of securities that it intends ultimately to buy. During the life of the call option, a Fund is able to buy the underlying security at the exercise price regardless of any increase in the market price of the underlying security. In order for a call option to result in a gain, the market price of the underlying security must exceed the sum of the exercise price, the premium paid, and transaction costs. |
| ● | Over-the-Counter Market Risk. Securities and options traded in over-the-counter markets may trade less frequently and in limited volumes and thus exhibit more volatility and liquidity risk, and the prices paid by the Fund in over-the-counter transactions may include an undisclosed dealer markup. The Fund is also exposed to default by the over-the-counter option writer who may be unwilling or unable to perform its contractual obligations to the Fund. |
| ● | Pricing Risk. If market conditions make it difficult to value some investments, the Fund may value these investments using more subjective methods, such as fair value pricing. In such cases, the value determined for an investment could be different from the value realized upon such investment’s sale. As a result, you could pay more than the market value when buying Fund Shares or receive less than the market value when selling Fund Shares. |
| ● | Rate-Linked Derivatives Risk. The Fund’s exposure to derivatives tied to interest rates subjects the Fund to greater volatility than investments in traditional securities, such as stocks and bonds. Investing in derivatives tied to interest rates, including through options tied to the shape of the U.S. interest rate curve, can be extremely volatile. The value of such investments may fluctuate rapidly based on a variety of factors, including overall market movements; economic events and policies; changes in interest rates or inflation rates; changes in monetary and exchange control programs; war; acts of terrorism; natural disasters; and technological developments. The Fund is expected to benefit from the options it holds if long-term U.S. interest rates rise during the time period in which the Fund holds the options. However, if long-term U.S. interest rates decrease, the Fund will lose money on the options, up to the amount invested in option premiums, and underperform an otherwise identical bond fund that had not used such options. Rate-linked derivatives may lose money if interest rates change in a manner not anticipated by the Adviser. An increase in interest rates may cause the value of securities held directly or indirectly by the Fund to decline to the extent that the Fund’s hedging strategy is not effectively implemented. Even if the Fund is hedged against losses due to long-term interest rate increases linked to U.S. interest rates, outright interest rate increases may also lead to heightened volatility in the fixed-income markets and may positively affect the value of the Fund’s options while negatively impacting the Fund’s investments in U.S. Treasuries. The Fund could lose money on the options held by the Fund, and the present value of the Fund’s portfolio investments could decrease if inflation increases. These interest rate-linked options may also cause the Fund’s net asset value and returns to be more volatile and expose the Fund to increased counterparty risk. Fluctuations in the U.S. interest rate curve or the price of the options owned by the Fund could materially adversely affect an investment in the Fund. The Fund’s investments in options are not intended to mitigate duration and credit risk or other factors influencing the price of U.S. government bonds, which may have a greater impact on the bonds’ returns than interest rate risk. Moreover, to the extent that interest rate risk has been priced into the government bonds owned directly or indirectly by the Fund, the Fund could underperform other investments even during periods of rising long-term U.S. interest rates. There is no guarantee that the Fund will have positive performance even in environments of sharply rising U.S. interest rates. There is no guarantee that the Fund will be able to successfully mitigate interest rate risk. |
13
| ● | Rating Agencies Risk. Ratings are not an absolute standard of quality, but rather general indicators that reflect only the view of the originating rating agencies from which an explanation of the significance of such ratings may be obtained. There is no assurance that a particular rating will continue for any given period of time or that any such rating will not be revised downward or withdrawn entirely if, in the judgment of the agency establishing the rating, circumstances so warrant. A downward revision or withdrawal of such ratings, or either of them, may have an effect on the liquidity or market price of the securities in which the Fund invests. |
| ● | Reinvestment Risk. Reinvestment risk is the risk that income from the Fund’s portfolio will decline if and when the Fund reinvests the proceeds from the disposition of its portfolio securities at market interest rates that are below the portfolio’s current earnings rate. A decline in income could negatively affect the market price of the Shares. |
| ● | Reverse Repurchase Agreements Risk. Reverse repurchase agreements are a form of secured borrowing and subject the Fund to the risks associated with leverage, including exposure to potential gains and losses in excess of the amount invested, resulting in an increase in the speculative character of the Fund’s outstanding shares. Reverse repurchase agreements involve the risk that the investment return earned by the Fund (from the investment of the proceeds) will be less than the interest expense of the transaction, that the market value of the securities sold by the Fund will decline below the price the Fund is obligated to pay to repurchase the securities, and that the other party may fail to return the securities in a timely manner or at all. |
| ● | Risk of Investing in the United States. Certain changes in the United States economy, such as when the economy weakens or when its financial markets decline, may have an adverse effect on the securities to which the Fund has exposure. |
| ● | Securities Lending Risk. The Fund may engage in securities lending (i.e., lend portfolio securities to institutions, such as certain broker dealers). Securities lending involves the risk that the Fund may lose money because the borrower of the loaned securities fails to return the securities in a timely manner or at all. The Fund could also lose money in the event of a decline in value of collateral provided for loaned securities or a decline in the value of any investments made with cash collateral. These events could also trigger adverse tax consequences for the Fund. The Fund could also experience a loss or delay in the recovery of its securities if the borrowing institution breaches its agreement with the Fund. |
| ● | Shorting U.S. Treasury Securities Risk. The Fund may seek short exposure to financial instruments such as U.S. Treasury securities. There is no guarantee that the returns on the Fund’s short positions will produce positive returns and the Fund could lose money if the short positions produce negative returns. U.S. Treasury prices are highly sensitive to changes in interest rates and a decrease in yields (increase in prices) could result in significant losses for short positions. Shorting typically requires borrowing securities, which involves reliance on the availability of lenders and custodians. The failure of a counterparty to deliver the securities may impact the Fund’s execution of its strategy. |
| ● | Swap Risk. Swaps are subject to tracking risk because they may not be perfect substitutes for the instruments they are intended to hedge or replace. Over the counter swaps are subject to counterparty default. Leverage inherent in derivatives will tend to magnify the Fund’s losses. |
| ● | Swaptions Risk: A “swaption” is a contract that gives a counterparty the right (but not the obligation) to enter into a new swap agreement or to shorten, extend, cancel or otherwise modify an existing swap agreement, at some designated future time on specified terms. The Fund may purchase interest rate payer swaptions. When the Fund purchases a swaption, it risks losing only the amount of the premium it has paid should it decide to let the option expire unexercised. |
| ● | TBA Securities Risk. In a TBA transaction, a seller agrees to deliver a security at a future date, but does not specify the particular security to be delivered. Instead, the seller agrees to accept any security that meets specified terms. TBA transactions involve the risk that the securities received may have less favorable characteristics than what was anticipated when the Fund entered into the transaction. TBA transactions are also subject to counterparty risk and will be exposed to changes in the value of the underlying investments during the term of the agreement. |
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| ● | U.S. Treasury and Agency Market Risk. The U.S. Treasury and agency market can be volatile, and the value of instruments correlated with these markets may fluctuate dramatically from day to day. U.S. Treasury and agency obligations may provide relatively lower returns than those of other securities. Similar to other debt instruments, U.S. Treasury and agency obligations are subject to debt instrument risk and interest rate risk. In addition, changes to the financial condition or credit rating of the U.S. Government may cause the value of U.S. Treasury and agency obligations to decline. U.S. Treasury obligations are backed by the “full faith and credit” of the U.S. government and are generally considered to have negligible credit risk. Securities issued or guaranteed by federal agencies or authorities and U.S. government-sponsored instrumentalities or enterprises may or may not be backed by the full faith and credit of the U.S. government. |
| ● | U.S. Treasury Obligations Risk. While U.S. Treasury obligations are backed by the “full faith and credit” of the U.S. Government, such securities are nonetheless subject to credit risk (i.e., the risk that the U.S. Government may be, or be perceived to be, unable or unwilling to honor its financial obligations, such as making payments). Securities issued or guaranteed by federal agencies or authorities and U.S. Government-sponsored instrumentalities or enterprises may or may not be backed by the full faith and credit of the U.S. Government. U.S. Treasury obligations may differ from other securities in their interest rates, maturities, times of issuance and other characteristics and may provide relatively lower returns than those of other securities. Similar to other issuers, changes to the financial condition or credit rating of the U.S. government may cause the value of the Fund’s U.S. Treasury obligations to decline. |
| ● | Valuation Risk. The prices provided by the Fund’s pricing services or independent dealers or the fair value determinations made by the valuation committee of the Adviser may be different from the prices used by other funds or from the prices at which securities are actually bought and sold. The prices of certain securities provided by pricing services may be subject to frequent and significant change, and will vary depending on the information that is available. |
Performance
Information: Performance information for the F/m Yield Curve Steepening Fund is not included because the Fund had not commenced
operations prior to the date of this Prospectus.
Management
Investment Adviser
F/m Investments LLC serves as the investment adviser.
Portfolio Managers
| Team Member | Primary Titles | Start
Date with F/m Yield Curve Steepening Fund |
| Peter Baden | Managing Director, Director of Fixed Income Strategy | Inception |
| Alexander Morris | Chief Executive Officer | Inception |
| Marcin Zdunek | Managing Director, Head of Capital Markets & Portfolio Manager | Inception |
Purchase and Sale of F/m Yield Curve Steepening Fund Shares
Shares are listed on a national securities exchange, the Exchange, and investors can only buy and sell Shares through brokers or dealers 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). An investor may incur costs attributable to the difference between the highest price a buyer is willing to pay to purchase shares (bid) and the lowest price a seller is willing to accept for shares (ask) when buying or selling shares in the secondary market (the “bid-ask spread”). Once available, information, including information on the Fund’s NAV, market price, premiums and discounts, and bid-ask spreads, will be available on the Fund’s website at www.fminvest.com.
The Fund issues and redeems Shares at NAV only in large blocks known as “Creation Units,” which only APs (typically, broker-dealers) may purchase or redeem. The Fund generally issues and redeems Creation Units in exchange for a portfolio of securities closely approximating the holdings of the Fund (the “Deposit Securities”) and/or a designated amount of U.S. cash.
15
Tax Information
Fund distributions are generally taxable as ordinary income, qualified dividend income, or capital gains (or a combination), unless your investment is made through an individual retirement account (“IRA”) or other tax-advantaged account. Distributions on investments made through tax-deferred arrangements may be taxed later upon withdrawal of assets from those accounts.
Financial Intermediary Compensation
If you purchase Shares through a broker-dealer or other financial intermediary (such as a bank) (an “Intermediary”), the Fund’s Adviser or its affiliates may pay Intermediaries for certain activities related to the Fund, including participation in activities that are designed to make Intermediaries more knowledgeable about exchange traded products, including the Fund, or for other activities, such as marketing, educational training or other initiatives related to the sale or promotion of Shares. These payments may create a conflict of interest by influencing the Intermediary and your salesperson to recommend the Fund over another investment. Any such arrangements do not result in increased Fund expenses. Ask your salesperson or visit the Intermediary’s website for more information.
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The investment objective of the F/m Yield Curve Flattening Strategy ETF (the “F/m Yield Curve Flattening Fund” or the “Fund”) is to seek to implement a flattener yield curve strategy that is designed to benefit from the narrowing spread between short-term and long-term U.S. Treasury yields that typically occurs when shorter-maturity rates rise faster than longer-maturity rates, or when longer-maturity rates decline relative to shorter-maturity rates.
This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the F/m Yield Curve Flattening Fund (“Shares”). You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below.
| Management Fees | |
| Distribution (12b-1) Fees | |
| Other Expenses | |
| Total Annual Fund Operating Expenses |
This Example is intended to help you compare the cost of investing in the F/m Yield Curve Flattening Fund with the cost of investing in other funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then hold or redeem all of your Shares at the end of those periods. The Example also assumes that: (1) your investment has a 5% return each year, and (2) the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| 1 Year | 3 Years |
| $ |
$ |
The F/m Yield Curve Flattening Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund Shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. No portfolio turnover rate is provided for the Fund because the Fund had not commenced operations prior to the date of this Prospectus.
The F/m Yield Curve Flattening Fund is an actively-managed exchange-traded fund (“ETF”) that seeks to implement a flattener yield curve strategy that is designed to benefit from the narrowing spread between short-term and long-term U.S. Treasury yields that typically occurs when shorter-maturity rates rise faster than longer-maturity rates, or when longer-maturity rates decline relative to shorter-maturity rates.
Under normal market conditions, F/m Investments LLC (the “Adviser”) seeks to achieve the Fund’s investment objective by investing at least 80% of the Fund’s net assets (plus any borrowings for investment purposes) in a combination of long and short positions in U.S. Treasury securities or derivatives, such as U.S. Treasury futures, interest rate swaps, and options, to express a view on the shape of the yield curve. Specifically, the Fund may:
| ● | Take long positions in longer-duration U.S. Treasury securities or derivatives or affiliated ETFs to gain exposure to declining yields at the long end of the curve. |
| ● | Take short positions in shorter-duration U.S. Treasury securities or derivatives or affiliated ETFs to gain exposure to rising yields at the short end of the curve. |
The Adviser actively manages the Fund’s positions based on market conditions, macroeconomic trends, and interest rate forecasts. The Fund’s portfolio is constructed and rebalanced periodically to maintain exposure aligned with the yield flattener objective, considering factors such as economic data, Federal Reserve policy, and global interest rate dynamics.
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The Fund may also allocate a portion of its assets to cash, cash equivalents, or high-quality short-term instruments for liquidity and collateral purposes. The Fund does not seek to maintain a specific duration target, as its primary focus is on the relative movement between segments of the yield curve.
The Fund may enter into reverse repurchase agreements in amounts not exceeding one-third of the Fund’s total assets (including the amount borrowed). The Fund may invest in securities of other affiliated and unaffiliated ETFs registered under the Investment Company Act of 1940, as amended, that invest primarily in Fund eligible investments (collectively, “Underlying Funds”) to the extent permitted by applicable law and subject to certain restrictions.
The Fund may also seek to increase its income by lending securities. These loans will be secured by collateral (consisting of cash, U.S. government securities, or irrevocable letters of credit) maintained in an amount equal to at least 100% of the market value, determined daily, of the loaned securities. Cash collateral received by the Fund in connection with its lending of portfolio securities will be invested in short-term investments, including money market funds.
The F/m Yield Curve Flattening Fund has elected to qualify each year for treatment as a regulated investment company (“RIC”) under Subchapter M of Subtitle A, Chapter 1, of the Internal Revenue Code of 1986, as amended (the “Code”).
The
value of the F/m Yield Curve Flattening Fund’s investments may decrease, which will cause the value of the Fund’s
Shares to decrease.
| ● | Active Management Risk. The Fund is actively managed using proprietary investment strategies and processes. There can be no guarantee that these strategies and processes will be successful or that the Fund will achieve its investment objective. |
| ● | Affiliated Fund Risk. Affiliated fund risk is the risk that the Adviser may select investments for the Fund based on its own financial interests or other business considerations rather than the Fund’s interests. The Adviser may be subject to potential conflicts of interest in selecting the Underlying Funds because the Underlying Funds pay an advisory fee to the Adviser based on their assets, the fees paid to the Adviser by some affiliated Underlying Funds may be higher than other Underlying Funds or the Underlying Funds may be in need of assets to enhance their appeal to other investors, liquidity and trading and/or to enable them to carry out their investment strategies. However, the Adviser is a fiduciary to the Fund and is legally obligated to act in the Fund’s best interest when selecting Underlying Funds. |
| ● | Asset Class Risk. Securities and other assets in the Fund’s portfolio may underperform in comparison to the general financial markets, a particular financial market, or other asset classes. |
| ● | Cash or Cash Equivalents Risk. At any time, the Fund may have significant investments in cash or cash equivalents. When a substantial portion of a portfolio is held in cash or cash equivalents, there is the risk that the value of the cash account, including interest, will not keep pace with inflation, thus reducing purchasing power over time. Additionally, in rising markets, holding cash or cash equivalents may adversely affect the Fund’s performance and the Fund may not achieve its investment objective. |
| ● | Concentration Risk. The Fund may be susceptible to an increased risk of loss, including losses due to adverse events that affect the Fund’s investments more than the market as a whole, to the extent that the Fund’s investments are concentrated in a particular issue, issuer or issuers, country, market segment, or asset class. |
| ● | Counterparty Risk. Counterparty risk is the risk that a counterparty to a swap contract or other similar investment instrument may default on its payment obligation to the Fund. Such a default may cause the value of an investment in the Fund to decrease. |
| ● | Cyber Security Risk. Cyber security risk is the risk of an unauthorized breach and access to the Fund’s assets, Fund or customer data (including private shareholder information), or proprietary information, or the risk of an incident occurring that causes the Fund, the Adviser, custodian, transfer agent, distributor and other service providers and financial intermediaries to suffer data breaches, data corruption or lose operational functionality or prevent the Fund’s investors from purchasing, redeeming or exchanging shares or receiving distributions. While the Fund and the Adviser have established business continuity plans and risk management systems seeking to address system breaches or failures, there are inherent limitations in such plans and systems. Further, the Fund cannot control the cybersecurity plans and systems of the Fund’s service providers, market makers, or issuers of securities in which the Fund invests. The Fund and the Adviser have limited ability to prevent or mitigate cyber security incidents affecting third-party service providers, and such third-party service providers may have limited indemnification obligations to the Fund or the Adviser. Successful cyber-attacks or other cyber-failures or events affecting the Fund or its service providers may adversely impact and cause financial losses to the Fund or its shareholders. Issuers of securities in which the Fund invests are also subject to cyber security risks, and the value of these securities could decline if the issuers experience cyber-attacks or other cyber-failures. |
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| ● | Derivatives Risk. A Fund’s use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. These risks include (i) the risk that the counterparty to a derivative transaction may not fulfill its contractual obligations; (ii) risk of mispricing or improper valuation; and (iii) the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. Derivative prices are highly volatile and may fluctuate substantially during a short period of time. Such prices are influenced by numerous factors that affect the markets, including, but not limited to: changing supply and demand relationships; government programs and policies; national and international political and economic events, changes in interest rates, inflation and deflation and changes in supply and demand relationships. Trading derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities. |
| ● | Duration Risk. Duration is a measure of the price sensitivity of a debt security or portfolio to interest rate changes. Duration risk is the risk that longer-duration debt securities will be more volatile and thus more likely to decline in price, and to a greater extent, in a rising interest rate environment than shorter-duration debt securities. |
| ● | Early Close/Trading Halt Risk. An exchange or market may close or issue trading halts on specific securities, or the ability to buy or sell certain securities or financial instruments may be restricted, which may prevent a Fund from buying or selling certain securities or financial instruments. In these circumstances, a Fund may be unable to rebalance its portfolio, may be unable to accurately price its investments and may incur substantial trading losses. |
| ● | ETF Risk. 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. Only an authorized participant (“AP”) may engage in creation or redemption transactions directly with the Fund. The Fund has a limited number of financial institutions that are institutional investors and may act as AP. 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, Note Fund Shares may trade at a material discount to net asset value (“NAV”) and possibly face delisting: (i) APs exit the business or otherwise become unable to process creation and/or redemption orders and no other APs step forward to perform these services, or (ii) market makers and/or liquidity providers exit the business or significantly reduce their business activities and no other entities step forward to perform their functions. These events, among others, may lead to the Fund Shares trading at a premium or discount to NAV. Thus, you may pay more (or less) than the NAV when you buy Shares of the Fund in the secondary market, and you may receive less (or more) than NAV when you sell those Shares in the secondary market. A diminished market for an ETF’s shares substantially increases the risk that a shareholder may pay considerably more or receive significantly less than the underlying value of the ETF shares bought or sold. In periods of market volatility, APs, market makers and/or liquidity providers may be less willing to transact in Fund Shares. |
| ● | Secondary Market Trading Risk. Although Shares are listed on a national securities exchange (the “Exchange”), and may be traded on U.S. exchanges other than the Exchange, there can be no assurance that an active or liquid trading market for them will develop or be maintained. In addition, trading in Shares on the Exchange may be halted. During periods of market stress, 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). This risk is heightened in times of market volatility or periods of steep market declines. |
| ● | Shares May Trade at Prices Other Than NAV Risk. As with all ETFs, Shares may be bought and sold in the secondary market at market prices. Shares trade on a stock exchange at prices at, above, or below the Fund’s most recent NAV. The Fund’s NAV is calculated at the end of each business day and fluctuates with changes in the market value of the Fund’s holdings. The trading price of the Shares fluctuates continuously throughout trading hours on the exchange, based on both the relative market supply of, and demand for, the Shares and the underlying value of the Fund’s portfolio holdings. As a result the trading prices of the Shares may deviate from the Fund’s NAV. 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). This risk is heightened in times of market volatility or periods of steep market declines. Any of these factors, among others, may lead to the Shares trading at a premium or discount to NAV. |
| ● | Fixed-Income Market Risk. When the Fund invests in fixed income securities, the value of your investment in the Fund will fluctuate with changes in interest rates. Typically, a rise in interest rates causes a decline in the value of fixed income securities owned by the Fund. In general, the market price of fixed income securities with longer maturities or duration will increase or decrease more in response to changes in interest rates than shorter-term securities. Other risk factors include credit risk (the debtor may default), extension risk (an issuer may exercise its right to repay principal on a fixed rate obligation held by the Fund later than expected), and prepayment risk (the debtor may pay its obligation early, reducing the amount of interest payments). These risks could affect the value of a particular investment by the Fund, possibly causing the Fund’s share price and total return to be reduced and fluctuate more than other types of investments. |
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| ● | Futures Risk. Futures are standardized, exchange-traded contracts that obligate a purchaser to take delivery, and a seller to make delivery, of a specific amount of an asset at a specified future date at a specified price. The primary risks associated with the use of futures contracts and options are: (a) the imperfect correlation between the change in market value of the instruments held by the Fund and the price of the futures contract or option; (b) the possible lack of a liquid secondary market for a futures contract and the resulting inability to close a futures contract when desired; (c) losses caused by unanticipated market movements, which are potentially unlimited; (d) the investment adviser’s inability to predict correctly the direction of securities prices, interest rates, currency exchange rates and other economic factors; and (e) the possibility that the counterparty will default in the performance of its obligations. |
| ● | High Portfolio Turnover Risk. The Fund may incur relatively high portfolio turnover. The active and frequent trading of the Fund’s portfolio securities may result in increased transaction costs to the Fund, including brokerage commissions, dealer mark-ups and other transaction costs, which could reduce the Fund’s return. |
| ● | Illiquid Investments Risk. The possible lack of a liquid secondary market for derivatives and the resulting inability of the Fund to sell or otherwise close a derivatives position could expose the Fund to losses and could make derivatives more difficult for the Fund to value accurately. |
| ● | Income Risk. The Fund’s income may decline if interest rates fall. This decline in income can occur because the Fund may subsequently invest in lower yielding bonds as bonds in its portfolio mature, are near maturity or are called, or the Fund otherwise needs to purchase additional bonds. |
| ● | Interest Rate Risk. Interest rate risk is the risk of losses attributable to changes in interest rates. In general, if prevailing interest rates rise, the values of debt instruments tend to fall, and if interest rates fall, the values of debt instruments tend to rise. Changes in the value of a debt instrument usually will not affect the amount of income the Fund receives from it but will generally affect the value of your investment in the Fund. Changes in interest rates may also affect the liquidity of the Fund’s investments in debt instruments. In general, the longer the maturity or duration of a debt instrument, the greater its sensitivity to changes in interest rates. The Fund is subject to the risk that the income generated by its investments may not keep pace with inflation. Actions by governments and central banking authorities can result in increases or decreases in interest rates, which may negatively affect the value of debt instruments held by the Fund and have a negative impact on the Fund’s performance and NAV. Rising interest rates may prompt redemptions from the Fund, which may force the Fund to sell investments at a time when it is not advantageous to do so, which could result in losses. During periods of very low or negative interest rates, the Fund may be unable to maintain positive returns or pay dividends to Fund shareholders. Very low or negative interest rates may magnify interest rate risk. Changing interest rates, including rates that fall below zero, may have unpredictable effects on markets, result in heightened market volatility and detract from the Fund’s performance to the extent the Fund is exposed to such interest rates. Additionally, under certain market conditions in which interest rates are low and the market prices for portfolio securities have increased, the Fund may have a very low or even negative yield. A low or negative yield would cause the Fund to lose money in certain conditions and over certain time periods. An increase in interest rates will generally cause the value of securities held by the Fund to decline, may lead to heightened volatility in the fixed-income markets and may adversely affect the liquidity of certain fixed-income investments, including those held by the Fund. The historically low-interest rate environment in recent years heightens the risks associated with rising interest rates. |
| ● | Issuer Risk. The performance of the Fund depends on the performance of individual securities or other assets to which the Fund has exposure. The value of securities or other assets may decline, or perform differently from the market as a whole, due to changes in the financial condition or credit rating of the issuer or counterparty. |
| ● | Leverage Risk. Using derivatives can create leverage, which can amplify the effects of market volatility on the Fund’s share price and make the Fund’s returns more volatile. The use of leverage may cause the Fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations. The use of leverage may also cause the Fund to have higher expenses than those of other funds that do not use such techniques. |
| ● | Liquidity Risk. Certain securities held by the Fund may be difficult (or impossible) to sell at the time and at the price the Adviser would like. As a result, the Fund may have to hold these securities longer than it would like and may forego other investment opportunities. There is the possibility that the Fund may lose money or be prevented from realizing capital gains if it cannot sell a security at a particular time and price. |
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| ● | Market Risk. The trading prices of securities and other instruments fluctuate in response to a variety of factors. The Fund’s NAV and market price may fluctuate significantly in response to these and other factors including economic, political, financial, public health crises (such as epidemics or pandemics), war, acts of terrorism, recessions or other disruptive events (whether real, expected or perceived) in the local, regional or global markets. These factors could have a significant impact on the Fund and its investments and could result in increased premiums or discounts to the Fund’s NAV. As a result, an investor could lose money over short periods of time due to short-term market movements or long periods of time during prolonged market downturns. |
| ● | Market Trading Risk. The Fund faces numerous market trading risks, including the potential lack of an active market for the Shares, losses from trading in secondary markets, and disruption in the creation/redemption process of the Fund. In stressed market conditions, the market for Shares may become less liquid in response to deteriorating liquidity in the markets for the Fund’s portfolio holdings, which may cause a variance in the market price of Shares and their underlying NAV. In addition, an exchange or market may issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund’s creation/redemption process, potentially affect the price at which Shares trade in the secondary market, and/or result in the Fund being unable to trade certain securities or financial instruments at all. In these circumstances, the Fund may be unable to rebalance its portfolio, may be unable to accurately price its investments and/or may incur substantial trading losses. Any of these factors may lead to the Shares trading at a premium or discount to the Fund’s NAV. |
| ● | New Fund Risk. The Fund is a newly organized management investment company with a limited operating history. In addition, there can be no assurance that the Fund will grow to, or maintain, an economically viable size, in which case the Board of Directors (the “Board”) of The RBB Fund, Inc. (the “Company”) may determine to liquidate the Fund. |
| ● | Operational Risk. The Fund is exposed to operational risks arising from a number of factors, including, but not limited to, human error, processing and communication errors, errors of the Fund’s service providers, counterparties or other third parties, failed or inadequate processes and technology or systems failures. The Fund and the Adviser seek to reduce these operational risks through controls and procedures. However, these measures do not address every possible risk and may be inadequate to address these risks. |
| ● | Options Risk. When the Fund purchases a call option, it receives, in return for the premium it pays, the right to buy from the writer of the option the underlying security at a specified price at any time before the option expires. The Fund purchases call options in anticipation of an increase in the market value of securities that it intends ultimately to buy. During the life of the call option, a Fund is able to buy the underlying security at the exercise price regardless of any increase in the market price of the underlying security. In order for a call option to result in a gain, the market price of the underlying security must exceed the sum of the exercise price, the premium paid, and transaction costs. |
| ● | Over-the-Counter Market Risk. Securities and options traded in over-the-counter markets may trade less frequently and in limited volumes and thus exhibit more volatility and liquidity risk, and the prices paid by the Fund in over-the-counter transactions may include an undisclosed dealer markup. The Fund is also exposed to default by the over-the-counter option writer who may be unwilling or unable to perform its contractual obligations to the Fund. |
| ● | Pricing Risk. If market conditions make it difficult to value some investments, the Fund may value these investments using more subjective methods, such as fair value pricing. In such cases, the value determined for an investment could be different from the value realized upon such investment’s sale. As a result, you could pay more than the market value when buying Fund Shares or receive less than the market value when selling Fund Shares. |
| ● | Rate-Linked Derivatives Risk. The Fund’s exposure to derivatives tied to interest rates subjects the Fund to greater volatility than investments in traditional securities, such as stocks and bonds. Investing in derivatives tied to interest rates, including through options tied to the shape of the U.S. interest rate curve, can be extremely volatile. The value of such investments may fluctuate rapidly based on a variety of factors, including overall market movements; economic events and policies; changes in interest rates or inflation rates; changes in monetary and exchange control programs; war; acts of terrorism; natural disasters; and technological developments. The Fund is expected to benefit from the options it holds if long-term U.S. interest rates rise during the time period in which the Fund holds the options. However, if long-term U.S. interest rates decrease, the Fund will lose money on the options, up to the amount invested in option premiums, and underperform an otherwise identical bond fund that had not used such options. Rate-linked derivatives may lose money if interest rates change in a manner not anticipated by the Adviser. An increase in interest rates may cause the value of securities held directly or indirectly by the Fund to decline to the extent that the Fund’s hedging strategy is not effectively implemented. Even if the Fund is hedged against losses due to long-term interest rate increases linked to U.S. interest rates, outright interest rate increases may also lead to heightened volatility in the fixed-income markets and may positively affect the value of the Fund’s options while negatively impacting the Fund’s investments in U.S. Treasuries. The Fund could lose money on the options held by the Fund, and the present value of the Fund’s portfolio investments could decrease if inflation increases. These interest rate-linked options may also cause the Fund’s net asset value and returns to be more volatile and expose the Fund to increased counterparty risk. Fluctuations in the U.S. interest rate curve or the price of the options owned by the Fund could materially adversely affect an investment in the Fund. The Fund’s investments in options are not intended to mitigate duration and credit risk or other factors influencing the price of U.S. government bonds, which may have a greater impact on the bonds’ returns than interest rate risk. Moreover, to the extent that interest rate risk has been priced into the government bonds owned directly or indirectly by the Fund, the Fund could underperform other investments even during periods of rising long-term U.S. interest rates. There is no guarantee that the Fund will have positive performance even in environments of sharply rising U.S. interest rates. There is no guarantee that the Fund will be able to successfully mitigate interest rate risk. |
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| ● | Rating Agencies Risk. Ratings are not an absolute standard of quality, but rather general indicators that reflect only the view of the originating rating agencies from which an explanation of the significance of such ratings may be obtained. There is no assurance that a particular rating will continue for any given period of time or that any such rating will not be revised downward or withdrawn entirely if, in the judgment of the agency establishing the rating, circumstances so warrant. A downward revision or withdrawal of such ratings, or either of them, may have an effect on the liquidity or market price of the securities in which the Fund invests. |
| ● | Reinvestment Risk. Reinvestment risk is the risk that income from the Fund’s portfolio will decline if and when the Fund reinvests the proceeds from the disposition of its portfolio securities at market interest rates that are below the portfolio’s current earnings rate. A decline in income could negatively affect the market price of the Shares. |
| ● | Reverse Repurchase Agreements Risk. Reverse repurchase agreements are a form of secured borrowing and subject the Fund to the risks associated with leverage, including exposure to potential gains and losses in excess of the amount invested, resulting in an increase in the speculative character of the Fund’s outstanding shares. Reverse repurchase agreements involve the risk that the investment return earned by the Fund (from the investment of the proceeds) will be less than the interest expense of the transaction, that the market value of the securities sold by the Fund will decline below the price the Fund is obligated to pay to repurchase the securities, and that the other party may fail to return the securities in a timely manner or at all. |
| ● | Risk of Investing in the United States. Certain changes in the United States economy, such as when the economy weakens or when its financial markets decline, may have an adverse effect on the securities to which the Fund has exposure. |
| ● | Securities Lending Risk. The Fund may engage in securities lending (i.e., lend portfolio securities to institutions, such as certain broker dealers). Securities lending involves the risk that the Fund may lose money because the borrower of the loaned securities fails to return the securities in a timely manner or at all. The Fund could also lose money in the event of a decline in the value of collateral provided for loaned securities or a decline in the value of any investments made with cash collateral. These events could also trigger adverse tax consequences for the Fund. The Fund could also experience a loss or delay in the recovery of its securities if the borrowing institution breaches its agreement with the Fund. |
| ● | Shorting U.S. Treasury Securities Risk. The Fund may seek short exposure to financial instruments such as U.S. Treasury securities. There is no guarantee that the returns on the Fund’s short positions will produce positive returns and the Fund could lose money if the short positions produce negative returns. U.S. Treasury prices are highly sensitive to changes in interest rates and a decrease in yields (increase in prices) could result in significant losses for short positions. Shorting typically requires borrowing securities, which involves reliance on the availability of lenders and custodians. The failure of a counterparty to deliver the securities may impact the Fund’s execution of its strategy. |
| ● | Swap Risk. Swaps are subject to tracking risk because they may not be perfect substitutes for the instruments they are intended to hedge or replace. Over the counter swaps are subject to counterparty default. Leverage inherent in derivatives will tend to magnify the Fund’s losses. |
| ● | Swaptions Risk. A “swaption” is a contract that gives a counterparty the right (but not the obligation) to enter into a new swap agreement or to shorten, extend, cancel or otherwise modify an existing swap agreement, at some designated future time on specified terms. The Fund may purchase interest rate payer swaptions. When the Fund purchases a swaption, it risks losing only the amount of the premium it has paid should it decide to let the option expire unexercised. |
| ● | TBA Securities Risk. In a TBA transaction, a seller agrees to deliver a security at a future date, but does not specify the particular security to be delivered. Instead, the seller agrees to accept any security that meets specified terms. TBA transactions involve the risk that the securities received may have less favorable characteristics than what was anticipated when the Fund entered into the transaction. TBA transactions are also subject to counterparty risk and will be exposed to changes in the value of the underlying investments during the term of the agreement. |
| ● | U.S. Treasury and Agency Market Risk. The U.S. Treasury and agency market can be volatile, and the value of instruments correlated with these markets may fluctuate dramatically from day to day. U.S. Treasury and agency obligations may provide relatively lower returns than those of other securities. Similar to other debt instruments, U.S. Treasury and agency obligations are subject to debt instrument risk and interest rate risk. In addition, changes to the financial condition or credit rating of the U.S. Government may cause the value of U.S. Treasury and agency obligations to decline. U.S. Treasury obligations are backed by the “full faith and credit” of the U.S. government and are generally considered to have negligible credit risk. Securities issued or guaranteed by federal agencies or authorities and U.S. government-sponsored instrumentalities or enterprises may or may not be backed by the full faith and credit of the U.S. government. |
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| ● | U.S. Treasury Obligations Risk. While U.S. Treasury obligations are backed by the “full faith and credit” of the U.S. Government, such securities are nonetheless subject to credit risk (i.e., the risk that the U.S. Government may be, or be perceived to be, unable or unwilling to honor its financial obligations, such as making payments). Securities issued or guaranteed by federal agencies or authorities and U.S. Government-sponsored instrumentalities or enterprises may or may not be backed by the full faith and credit of the U.S. Government. U.S. Treasury obligations may differ from other securities in their interest rates, maturities, times of issuance and other characteristics and may provide relatively lower returns than those of other securities. Similar to other issuers, changes to the financial condition or credit rating of the U.S. government may cause the value of the Fund’s U.S. Treasury obligations to decline. |
| ● | Valuation Risk. The prices provided by the Fund’s pricing services or independent dealers or the fair value determinations made by the valuation committee of the Adviser may be different from the prices used by other funds or from the prices at which securities are actually bought and sold. The prices of certain securities provided by pricing services may be subject to frequent and significant change, and will vary depending on the information that is available. |
Performance
Information: Performance information for the F/m Yield Curve Flattening Fund is not included because the Fund had not commenced
operations prior to the date of this Prospectus.
Management
Investment Adviser
F/m Investments LLC serves as the investment adviser.
Portfolio Managers
| Team Member | Primary Titles | Start
Date with F/m Yield Curve Flattening Fund |
| Peter Baden | Managing Director, Director of Fixed Income Strategy | Inception |
| Alexander Morris | Chief Executive Officer | Inception |
| Marcin Zdunek | Managing Director, Head of Capital Markets & Portfolio Manager | Inception |
Purchase and Sale of F/m Yield Curve Flattening Fund Shares
Shares are listed on a national securities exchange, the Exchange, and investors can only buy and sell Shares through brokers or dealers 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). An investor may incur costs attributable to the difference between the highest price a buyer is willing to pay to purchase shares (bid) and the lowest price a seller is willing to accept for shares (ask) when buying or selling shares in the secondary market (the “bid-ask spread”). Once available, information, including information on the Fund’s NAV, market price, premiums and discounts, and bid-ask spreads, will be available on the Fund’s website at www.fminvest.com.
The Fund issues and redeems Shares at NAV only in large blocks known as “Creation Units,” which only APs (typically, broker-dealers) may purchase or redeem. The Fund generally issues and redeems Creation Units in exchange for a portfolio of securities closely approximating the holdings of the Fund (the “Deposit Securities”) and/or a designated amount of U.S. cash.
Tax Information
Fund distributions are generally taxable as ordinary income, qualified dividend income, or capital gains (or a combination), unless your investment is made through an individual retirement account (“IRA”) or other tax-advantaged account. Distributions on investments made through tax-deferred arrangements may be taxed later upon withdrawal of assets from those accounts.
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Financial Intermediary Compensation
If you purchase Shares through a broker-dealer or other financial intermediary (such as a bank) (an “Intermediary”), the Fund’s Adviser or its affiliates may pay Intermediaries for certain activities related to the Fund, including participation in activities that are designed to make Intermediaries more knowledgeable about exchange traded products, including the Fund, or for other activities, such as marketing, educational training or other initiatives related to the sale or promotion of Shares. These payments may create a conflict of interest by influencing the Intermediary and your salesperson to recommend the Fund over another investment. Any such arrangements do not result in increased Fund expenses. Ask your salesperson or visit the Intermediary’s website for more information.
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The investment objective of the F/m Rising Interest Rates Strategy ETF (the “F/m Rising Rates Fund” or the “Fund”) is to seek to implement a rising rate strategy that is designed to benefit from rising interest rates in both short-term and long-term U.S. Treasury yields.
This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the F/m Rising Rates Fund (“Shares”). You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below.
| Management Fees | |
| Distribution (12b-1) Fees | |
| Other Expenses | |
| Total Annual Fund Operating Expenses |
This Example is intended to help you compare the cost of investing in the F/m Rising Rates Fund with the cost of investing in other funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then hold or redeem all of your Shares at the end of those periods. The Example also assumes that: (1) your investment has a 5% return each year, and (2) the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| 1 Year | 3 Years |
| $ |
$ |
The F/m Rising Rates Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund Shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. No portfolio turnover rate is provided for the Fund because the Fund had not commenced operations prior to the date of this Prospectus.
The F/m Rising Rates Fund is an actively-managed exchange-traded fund (“ETF”) that seeks to implement a rising rate strategy that is designed to benefit from rising interest rates in both short-term and long-term U.S. Treasury yields.
Under normal market conditions, F/m Investments LLC (the “Adviser”) seeks to achieve the Fund’s investment objective by investing at least 80% of the Fund’s net assets (plus any borrowings for investment purposes) in a combination of long and short positions in U.S. Treasury securities or derivatives, such as U.S. Treasury futures, interest rate swaps, and options, to express a view on the direction of interest rates. Specifically, the Fund may:
| ● | Take short positions in longer-duration and shorter-duration U.S. Treasury securities or derivatives or affiliated ETFs to gain exposure to rising yields across the curve. |
| ● | Take long positions in U.S. Treasury securities or derivatives or affiliated ETFs to gain exposure to areas of the yield curve where yields may fall or rise less than other parts of the curve. |
The Adviser actively manages the Fund’s positions based on market conditions, macroeconomic trends, and interest rate forecasts. The Fund’s portfolio is constructed and rebalanced periodically to maintain exposure aligned with rising rates strategy, considering factors such as economic data, Federal Reserve policy, and global interest rate dynamics.
The Fund may also allocate a portion of its assets to cash, cash equivalents, or high-quality short-term instruments for liquidity and collateral purposes. The Fund does not seek to maintain a specific duration target, as its primary focus is on the relative movement between segments of the yield curve.
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The Fund may enter into reverse repurchase agreements in amounts not exceeding one-third of the Fund’s total assets (including the amount borrowed). The Fund may invest in securities of other affiliated and unaffiliated ETFs registered under the Investment Company Act of 1940, as amended, that invest primarily in Fund eligible investments (collectively, “Underlying Funds”) to the extent permitted by applicable law and subject to certain restrictions.
The Fund may also seek to increase its income by lending securities. These loans will be secured by collateral (consisting of cash, U.S. government securities, or irrevocable letters of credit) maintained in an amount equal to at least 100% of the market value, determined daily, of the loaned securities. Cash collateral received by the Fund in connection with its lending of portfolio securities will be invested in short-term investments, including money market funds.
The F/m Rising Rates Fund has elected to qualify each year for treatment as a regulated investment company (“RIC”) under Subchapter M of Subtitle A, Chapter 1, of the Internal Revenue Code of 1986, as amended (the “Code”).
The
value of the F/m Rising Rates Fund’s investments may decrease, which will cause the value of the Fund’s Shares to
decrease.
| ● | Active Management Risk. The Fund is actively managed using proprietary investment strategies and processes. There can be no guarantee that these strategies and processes will be successful or that the Fund will achieve its investment objective. |
| ● | Affiliated Fund Risk. Affiliated fund risk is the risk that the Adviser may select investments for the Fund based on its own financial interests or other business considerations rather than the Fund’s interests. The Adviser may be subject to potential conflicts of interest in selecting the Underlying Funds because the Underlying Funds pay an advisory fee to the Adviser based on their assets, the fees paid to the Adviser by some affiliated Underlying Funds may be higher than other Underlying Funds or the Underlying Funds may be in need of assets to enhance their appeal to other investors, liquidity and trading and/or to enable them to carry out their investment strategies. However, the Adviser is a fiduciary to the Fund and is legally obligated to act in the Fund’s best interest when selecting Underlying Funds. |
| ● | Asset Class Risk. Securities and other assets in the Fund’s portfolio may underperform in comparison to the general financial markets, a particular financial market, or other asset classes. |
| ● | Cash or Cash Equivalents Risk. At any time, the Fund may have significant investments in cash or cash equivalents. When a substantial portion of a portfolio is held in cash or cash equivalents, there is the risk that the value of the cash account, including interest, will not keep pace with inflation, thus reducing purchasing power over time. Additionally, in rising markets, holding cash or cash equivalents may adversely affect the Fund’s performance and the Fund may not achieve its investment objective. |
| ● | Concentration Risk. The Fund may be susceptible to an increased risk of loss, including losses due to adverse events that affect the Fund’s investments more than the market as a whole, to the extent that the Fund’s investments are concentrated in a particular issue, issuer or issuers, country, market segment, or asset class. |
| ● | Counterparty Risk. Counterparty risk is the risk that a counterparty to a swap contract or other similar investment instrument may default on its payment obligation to the Fund. Such a default may cause the value of an investment in the Fund to decrease. |
| ● | Cyber Security Risk. Cyber security risk is the risk of an unauthorized breach and access to the Fund’s assets, Fund or customer data (including private shareholder information), or proprietary information, or the risk of an incident occurring that causes the Fund, the Adviser, custodian, transfer agent, distributor and other service providers and financial intermediaries to suffer data breaches, data corruption or lose operational functionality or prevent the Fund’s investors from purchasing, redeeming or exchanging shares or receiving distributions. While the Fund and the Adviser have established business continuity plans and risk management systems seeking to address system breaches or failures, there are inherent limitations in such plans and systems. Further, the Fund cannot control the cybersecurity plans and systems of the Fund’s service providers, market makers, or issuers of securities in which the Fund invests. The Fund and the Adviser have limited ability to prevent or mitigate cyber security incidents affecting third-party service providers, and such third-party service providers may have limited indemnification obligations to the Fund or the Adviser. Successful cyber-attacks or other cyber-failures or events affecting the Fund or its service providers may adversely impact and cause financial losses to the Fund or its shareholders. Issuers of securities in which the Fund invests are also subject to cyber security risks, and the value of these securities could decline if the issuers experience cyber-attacks or other cyber-failures. |
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| ● | Derivatives Risk. A Fund’s use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. These risks include (i) the risk that the counterparty to a derivative transaction may not fulfill its contractual obligations; (ii) risk of mispricing or improper valuation; and (iii) the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. Derivative prices are highly volatile and may fluctuate substantially during a short period of time. Such prices are influenced by numerous factors that affect the markets, including, but not limited to: changing supply and demand relationships; government programs and policies; national and international political and economic events, changes in interest rates, inflation and deflation and changes in supply and demand relationships. Trading derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities. |
| ● | Duration Risk. Duration is a measure of the price sensitivity of a debt security or portfolio to interest rate changes. Duration risk is the risk that longer-duration debt securities will be more volatile and thus more likely to decline in price, and to a greater extent, in a rising interest rate environment than shorter-duration debt securities. |
| ● | Early Close/Trading Halt Risk. An exchange or market may close or issue trading halts on specific securities, or the ability to buy or sell certain securities or financial instruments may be restricted, which may prevent a Fund from buying or selling certain securities or financial instruments. In these circumstances, a Fund may be unable to rebalance its portfolio, may be unable to accurately price its investments and may incur substantial trading losses. |
| ● | ETF Risk. 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. Only an authorized participant (“AP”) may engage in creation or redemption transactions directly with the Fund. The Fund has a limited number of financial institutions that are institutional investors and may act as AP. 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, Note Fund Shares may trade at a material discount to net asset value (“NAV”) and possibly face delisting: (i) APs exit the business or otherwise become unable to process creation and/or redemption orders and no other APs step forward to perform these services, or (ii) market makers and/or liquidity providers exit the business or significantly reduce their business activities and no other entities step forward to perform their functions. These events, among others, may lead to the Fund Shares trading at a premium or discount to NAV. Thus, you may pay more (or less) than the NAV when you buy Shares of the Fund in the secondary market, and you may receive less (or more) than NAV when you sell those Shares in the secondary market. A diminished market for an ETF’s shares substantially increases the risk that a shareholder may pay considerably more or receive significantly less than the underlying value of the ETF shares bought or sold. In periods of market volatility, APs, market makers and/or liquidity providers may be less willing to transact in Fund Shares. |
| ● | Secondary Market Trading Risk. Although Shares are listed on a national securities exchange (the “Exchange”), and may be traded on U.S. exchanges other than the Exchange, there can be no assurance that an active or liquid trading market for them will develop or be maintained. In addition, trading in Shares on the Exchange may be halted. During periods of market stress, 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). This risk is heightened in times of market volatility or periods of steep market declines. |
| ● | Shares May Trade at Prices Other Than NAV Risk. As with all ETFs, Shares may be bought and sold in the secondary market at market prices. Shares trade on a stock exchange at prices at, above, or below the Fund’s most recent NAV. The Fund’s NAV is calculated at the end of each business day and fluctuates with changes in the market value of the Fund’s holdings. The trading price of the Shares fluctuates continuously throughout trading hours on the exchange, based on both the relative market supply of, and demand for, the Shares and the underlying value of the Fund’s portfolio holdings. As a result the trading prices of the Shares may deviate from the Fund’s NAV. 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). This risk is heightened in times of market volatility or periods of steep market declines. Any of these factors, among others, may lead to the Shares trading at a premium or discount to NAV. |
| ● | Fixed-Income Market Risk. When the Fund invests in fixed income securities, the value of your investment in the Fund will fluctuate with changes in interest rates. Typically, a rise in interest rates causes a decline in the value of fixed income securities owned by the Fund. In general, the market price of fixed income securities with longer maturities or duration will increase or decrease more in response to changes in interest rates than shorter-term securities. Other risk factors include credit risk (the debtor may default), extension risk (an issuer may exercise its right to repay principal on a fixed rate obligation held by the Fund later than expected), and prepayment risk (the debtor may pay its obligation early, reducing the amount of interest payments). These risks could affect the value of a particular investment by the Fund, possibly causing the Fund’s share price and total return to be reduced and fluctuate more than other types of investments. |
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| ● | Futures Risk. Futures are standardized, exchange-traded contracts that obligate a purchaser to take delivery, and a seller to make delivery, of a specific amount of an asset at a specified future date at a specified price. The primary risks associated with the use of futures contracts and options are: (a) the imperfect correlation between the change in market value of the instruments held by the Fund and the price of the futures contract or option; (b) the possible lack of a liquid secondary market for a futures contract and the resulting inability to close a futures contract when desired; (c) losses caused by unanticipated market movements, which are potentially unlimited; (d) the investment adviser’s inability to predict correctly the direction of securities prices, interest rates, currency exchange rates and other economic factors; and (e) the possibility that the counterparty will default in the performance of its obligations. |
| ● | High Portfolio Turnover Risk. The Fund may incur relatively high portfolio turnover. The active and frequent trading of the Fund’s portfolio securities may result in increased transaction costs to the Fund, including brokerage commissions, dealer mark-ups and other transaction costs, which could reduce the Fund’s return. |
| ● | Illiquid Investments Risk. The possible lack of a liquid secondary market for derivatives and the resulting inability of the Fund to sell or otherwise close a derivatives position could expose the Fund to losses and could make derivatives more difficult for the Fund to value accurately. |
| ● | Income Risk. The Fund’s income may decline if interest rates fall. This decline in income can occur because the Fund may subsequently invest in lower yielding bonds as bonds in its portfolio mature, are near maturity or are called, or the Fund otherwise needs to purchase additional bonds. |
| ● | Interest Rate Risk. Interest rate risk is the risk of losses attributable to changes in interest rates. In general, if prevailing interest rates rise, the values of debt instruments tend to fall, and if interest rates fall, the values of debt instruments tend to rise. Changes in the value of a debt instrument usually will not affect the amount of income the Fund receives from it but will generally affect the value of your investment in the Fund. Changes in interest rates may also affect the liquidity of the Fund’s investments in debt instruments. In general, the longer the maturity or duration of a debt instrument, the greater its sensitivity to changes in interest rates. The Fund is subject to the risk that the income generated by its investments may not keep pace with inflation. Actions by governments and central banking authorities can result in increases or decreases in interest rates, which may negatively affect the value of debt instruments held by the Fund and have a negative impact on the Fund’s performance and NAV. Rising interest rates may prompt redemptions from the Fund, which may force the Fund to sell investments at a time when it is not advantageous to do so, which could result in losses. During periods of very low or negative interest rates, the Fund may be unable to maintain positive returns or pay dividends to Fund shareholders. Very low or negative interest rates may magnify interest rate risk. Changing interest rates, including rates that fall below zero, may have unpredictable effects on markets, result in heightened market volatility and detract from the Fund’s performance to the extent the Fund is exposed to such interest rates. Additionally, under certain market conditions in which interest rates are low and the market prices for portfolio securities have increased, the Fund may have a very low or even negative yield. A low or negative yield would cause the Fund to lose money in certain conditions and over certain time periods. An increase in interest rates will generally cause the value of securities held by the Fund to decline, may lead to heightened volatility in the fixed-income markets and may adversely affect the liquidity of certain fixed-income investments, including those held by the Fund. The historically low-interest rate environment in recent years heightens the risks associated with rising interest rates. |
| ● | Issuer Risk. The performance of the Fund depends on the performance of individual securities or other assets to which the Fund has exposure. The value of securities or other assets may decline, or perform differently from the market as a whole, due to changes in the financial condition or credit rating of the issuer or counterparty. |
| ● | Leverage Risk. Using derivatives can create leverage, which can amplify the effects of market volatility on the Fund's share price and make the Fund's returns more volatile. The use of leverage may cause the Fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations. The use of leverage may also cause the Fund to have higher expenses than those of other funds that do not use such techniques. |
| ● | Liquidity Risk. Certain securities held by the Fund may be difficult (or impossible) to sell at the time and at the price the Adviser would like. As a result, the Fund may have to hold these securities longer than it would like and may forego other investment opportunities. There is the possibility that the Fund may lose money or be prevented from realizing capital gains if it cannot sell a security at a particular time and price. |
| ● | Market Risk. The trading prices of securities and other instruments fluctuate in response to a variety of factors. The Fund’s NAV and market price may fluctuate significantly in response to these and other factors including economic, political, financial, public health crises (such as epidemics or pandemics) or other disruptive events (whether real, expected or perceived) in the U.S. and global markets. As a result, an investor could lose money over short or long periods of time. |
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| ● | Market Trading Risk. The Fund faces numerous market trading risks, including the potential lack of an active market for the Shares, losses from trading in secondary markets, and disruption in the creation/redemption process of the Fund. In stressed market conditions, the market for Shares may become less liquid in response to deteriorating liquidity in the markets for the Fund’s portfolio holdings, which may cause a variance in the market price of Shares and their underlying NAV. In addition, an exchange or market may issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund’s creation/redemption process, potentially affect the price at which Shares trade in the secondary market, and/or result in the Fund being unable to trade certain securities or financial instruments at all. In these circumstances, the Fund may be unable to rebalance its portfolio, may be unable to accurately price its investments and/or may incur substantial trading losses. Any of these factors may lead to the Shares trading at a premium or discount to the Fund’s NAV. |
| ● | New Fund Risk. The Fund is a newly organized management investment company with a limited operating history. In addition, there can be no assurance that the Fund will grow to, or maintain, an economically viable size, in which case the Board of Directors (the “Board”) of The RBB Fund, Inc. (the “Company”) may determine to liquidate the Fund. |
| ● | Operational Risk. The Fund is exposed to operational risks arising from a number of factors, including, but not limited to, human error, processing and communication errors, errors of the Fund’s service providers, counterparties or other third parties, failed or inadequate processes and technology or systems failures. The Fund and the Adviser seek to reduce these operational risks through controls and procedures. However, these measures do not address every possible risk and may be inadequate to address these risks. |
| ● | Options Risk. When the Fund purchases a call option, it receives, in return for the premium it pays, the right to buy from the writer of the option the underlying security at a specified price at any time before the option expires. The Fund purchases call options in anticipation of an increase in the market value of securities that it intends ultimately to buy. During the life of the call option, a Fund is able to buy the underlying security at the exercise price regardless of any increase in the market price of the underlying security. In order for a call option to result in a gain, the market price of the underlying security must exceed the sum of the exercise price, the premium paid, and transaction costs. |
| ● | Over-the-Counter Market Risk. Securities and options traded in over-the-counter markets may trade less frequently and in limited volumes and thus exhibit more volatility and liquidity risk, and the prices paid by the Fund in over-the-counter transactions may include an undisclosed dealer markup. The Fund is also exposed to default by the over-the-counter option writer who may be unwilling or unable to perform its contractual obligations to the Fund. |
| ● | Pricing Risk. If market conditions make it difficult to value some investments, the Fund may value these investments using more subjective methods, such as fair value pricing. In such cases, the value determined for an investment could be different from the value realized upon such investment’s sale. As a result, you could pay more than the market value when buying Fund Shares or receive less than the market value when selling Fund Shares. |
| ● | Rate-Linked Derivatives Risk. The Fund’s exposure to derivatives tied to interest rates subjects the Fund to greater volatility than investments in traditional securities, such as stocks and bonds. Investing in derivatives tied to interest rates, including through options tied to the shape of the U.S. interest rate curve, can be extremely volatile. The value of such investments may fluctuate rapidly based on a variety of factors, including overall market movements; economic events and policies; changes in interest rates or inflation rates; changes in monetary and exchange control programs; war; acts of terrorism; natural disasters; and technological developments. The Fund is expected to benefit from the options it holds if long-term U.S. interest rates rise during the time period in which the Fund holds the options. However, if long-term U.S. interest rates decrease, the Fund will lose money on the options, up to the amount invested in option premiums, and underperform an otherwise identical bond fund that had not used such options. Rate-linked derivatives may lose money if interest rates change in a manner not anticipated by the Adviser. An increase in interest rates may cause the value of securities held directly or indirectly by the Fund to decline to the extent that the Fund’s hedging strategy is not effectively implemented. Even if the Fund is hedged against losses due to long-term interest rate increases linked to U.S. interest rates, outright interest rate increases may also lead to heightened volatility in the fixed-income markets and may positively affect the value of the Fund’s options while negatively impacting the Fund’s investments in U.S. Treasuries. The Fund could lose money on the options held by the Fund, and the present value of the Fund’s portfolio investments could decrease if inflation increases. These interest rate-linked options may also cause the Fund’s net asset value and returns to be more volatile and expose the Fund to increased counterparty risk. Fluctuations in the U.S. interest rate curve or the price of the options owned by the Fund could materially adversely affect an investment in the Fund. The Fund’s investments in options are not intended to mitigate duration and credit risk or other factors influencing the price of U.S. government bonds, which may have a greater impact on the bonds’ returns than interest rate risk. Moreover, to the extent that interest rate risk has been priced into the government bonds owned directly or indirectly by the Fund, the Fund could underperform other investments even during periods of rising long-term U.S. interest rates. There is no guarantee that the Fund will have positive performance even in environments of sharply rising U.S. interest rates. There is no guarantee that the Fund will be able to successfully mitigate interest rate risk. |
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| ● | Rating Agencies Risk. Ratings are not an absolute standard of quality, but rather general indicators that reflect only the view of the originating rating agencies from which an explanation of the significance of such ratings may be obtained. There is no assurance that a particular rating will continue for any given period of time or that any such rating will not be revised downward or withdrawn entirely if, in the judgment of the agency establishing the rating, circumstances so warrant. A downward revision or withdrawal of such ratings, or either of them, may have an effect on the liquidity or market price of the securities in which the Fund invests. |
| ● | Reinvestment Risk. Reinvestment risk is the risk that income from the Fund’s portfolio will decline if and when the Fund reinvests the proceeds from the disposition of its portfolio securities at market interest rates that are below the portfolio’s current earnings rate. A decline in income could negatively affect the market price of the Shares. |
| ● | Reverse Repurchase Agreements Risk. Reverse repurchase agreements are a form of secured borrowing and subject the Fund to the risks associated with leverage, including exposure to potential gains and losses in excess of the amount invested, resulting in an increase in the speculative character of the Fund’s outstanding shares. Reverse repurchase agreements involve the risk that the investment return earned by the Fund (from the investment of the proceeds) will be less than the interest expense of the transaction, that the market value of the securities sold by the Fund will decline below the price the Fund is obligated to pay to repurchase the securities, and that the other party may fail to return the securities in a timely manner or at all. |
| ● | Risk of Investing in the United States. Certain changes in the United States economy, such as when the economy weakens or when its financial markets decline, may have an adverse effect on the securities to which the Fund has exposure. |
| ● | Securities Lending Risk. The Fund may engage in securities lending (i.e., lend portfolio securities to institutions, such as certain broker dealers). Securities lending involves the risk that the Fund may lose money because the borrower of the loaned securities fails to return the securities in a timely manner or at all. The Fund could also lose money in the event of a decline in the value of collateral provided for loaned securities or a decline in the value of any investments made with cash collateral. These events could also trigger adverse tax consequences for the Fund. The Fund could also experience a loss or delay in the recovery of its securities if the borrowing institution breaches its agreement with the Fund. |
| ● | Shorting U.S. Treasury Securities Risk. The Fund may seek short exposure to financial instruments such as U.S. Treasury securities. There is no guarantee that the returns on the Fund’s short positions will produce positive returns and the Fund could lose money if the short positions produce negative returns. U.S. Treasury prices are highly sensitive to changes in interest rates and a decrease in yields (increase in prices) could result in significant losses for short positions. Shorting typically requires borrowing securities, which involves reliance on the availability of lenders and custodians. The failure of a counterparty to deliver the securities may impact the Fund’s execution of its strategy. |
| ● | Swap Risk. Swaps are subject to tracking risk because they may not be perfect substitutes for the instruments they are intended to hedge or replace. Over the counter swaps are subject to counterparty default. Leverage inherent in derivatives will tend to magnify the Fund’s losses. |
| ● | Swaptions Risk. A “swaption” is a contract that gives a counterparty the right (but not the obligation) to enter into a new swap agreement or to shorten, extend, cancel or otherwise modify an existing swap agreement, at some designated future time on specified terms. The Fund may purchase interest rate payer swaptions. When the Fund purchases a swaption, it risks losing only the amount of the premium it has paid should it decide to let the option expire unexercised. |
| ● | TBA Securities Risk. In a TBA transaction, a seller agrees to deliver a security at a future date, but does not specify the particular security to be delivered. Instead, the seller agrees to accept any security that meets specified terms. TBA transactions involve the risk that the securities received may have less favorable characteristics than what was anticipated when the Fund entered into the transaction. TBA transactions are also subject to counterparty risk and will be exposed to changes in the value of the underlying investments during the term of the agreement. |
| ● | U.S. Treasury and Agency Market Risk. The U.S. Treasury and agency market can be volatile, and the value of instruments correlated with these markets may fluctuate dramatically from day to day. U.S. Treasury and agency obligations may provide relatively lower returns than those of other securities. Similar to other debt instruments, U.S. Treasury and agency obligations are subject to debt instrument risk and interest rate risk. In addition, changes to the financial condition or credit rating of the U.S. Government may cause the value of U.S. Treasury and agency obligations to decline. U.S. Treasury obligations are backed by the “full faith and credit” of the U.S. government and are generally considered to have negligible credit risk. Securities issued or guaranteed by federal agencies or authorities and U.S. government-sponsored instrumentalities or enterprises may or may not be backed by the full faith and credit of the U.S. government. |
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| ● | U.S. Treasury Obligations Risk. While U.S. Treasury obligations are backed by the “full faith and credit” of the U.S. Government, such securities are nonetheless subject to credit risk (i.e., the risk that the U.S. Government may be, or be perceived to be, unable or unwilling to honor its financial obligations, such as making payments). Securities issued or guaranteed by federal agencies or authorities and U.S. Government-sponsored instrumentalities or enterprises may or may not be backed by the full faith and credit of the U.S. Government. U.S. Treasury obligations may differ from other securities in their interest rates, maturities, times of issuance and other characteristics and may provide relatively lower returns than those of other securities. Similar to other issuers, changes to the financial condition or credit rating of the U.S. government may cause the value of the Fund’s U.S. Treasury obligations to decline. |
| ● | Valuation Risk. The prices provided by the Fund’s pricing services or independent dealers or the fair value determinations made by the valuation committee of the Adviser may be different from the prices used by other funds or from the prices at which securities are actually bought and sold. The prices of certain securities provided by pricing services may be subject to frequent and significant change, and will vary depending on the information that is available. |
Performance
Information: Performance information for the F/m Rising Rates Fund is not included because the Fund had not commenced operations
prior to the date of this Prospectus.
Management
Investment Adviser
F/m Investments LLC serves as the investment adviser.
Portfolio Managers
| Team Member | Primary Titles | Start
Date with F/m Rising Rates Fund |
| Peter Baden | Managing Director, Director of Fixed Income Strategy | Inception |
| Alexander Morris | Chief Executive Officer | Inception |
| Marcin Zdunek | Managing Director, Head of Capital Markets & Portfolio Manager | Inception |
Purchase and Sale of F/m Rising Rates Fund Shares
Shares are listed on a national securities exchange, the Exchange, and investors can only buy and sell Shares through brokers or dealers 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). An investor may incur costs attributable to the difference between the highest price a buyer is willing to pay to purchase shares (bid) and the lowest price a seller is willing to accept for shares (ask) when buying or selling shares in the secondary market (the “bid-ask spread”). Once available, information, including information on the Fund’s NAV, market price, premiums and discounts, and bid-ask spreads, will be available on the Fund’s website at www.fminvest.com.
The Fund issues and redeems Shares at NAV only in large blocks known as “Creation Units,” which only APs (typically, broker-dealers) may purchase or redeem. The Fund generally issues and redeems Creation Units in exchange for a portfolio of securities closely approximating the holdings of the Fund (the “Deposit Securities”) and/or a designated amount of U.S. cash.
Tax Information
Fund distributions are generally taxable as ordinary income, qualified dividend income, or capital gains (or a combination), unless your investment is made through an individual retirement account (“IRA”) or other tax-advantaged account. Distributions on investments made through tax-deferred arrangements may be taxed later upon withdrawal of assets from those accounts.
Financial Intermediary Compensation
If you purchase Shares through a broker-dealer or other financial intermediary (such as a bank) (an “Intermediary”), the Fund’s Adviser or its affiliates may pay Intermediaries for certain activities related to the Fund, including participation in activities that are designed to make Intermediaries more knowledgeable about exchange traded products, including the Fund, or for other activities, such as marketing, educational training or other initiatives related to the sale or promotion of Shares. These payments may create a conflict of interest by influencing the Intermediary and your salesperson to recommend the Fund over another investment. Any such arrangements do not result in increased Fund expenses. Ask your salesperson or visit the Intermediary’s website for more information.
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The investment objective of the F/m Falling Interest Rates Strategy ETF (the “F/m Falling Rates Fund” or the “Fund”) is to seek to implement a falling rate strategy that is designed to benefit from falling interest rates in both short-term and long-term U.S. Treasury yields.
This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the F/m Falling Rates Fund (“Shares”). You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below.
| Management Fees | |
| Distribution (12b-1) Fees | |
| Other Expenses | |
| Total Annual Fund Operating Expenses |
This Example is intended to help you compare the cost of investing in the F/m Falling Rates Fund with the cost of investing in other funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then hold or redeem all of your Shares at the end of those periods. The Example also assumes that: (1) your investment has a 5% return each year, and (2) the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| 1 Year | 3 Years |
| $ |
$ |
The F/m Falling Rates Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund Shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. No portfolio turnover rate is provided for the Fund because the Fund had not commenced operations prior to the date of this Prospectus.
The F/m Falling Rates Fund is an actively-managed exchange-traded fund (“ETF”) that seeks to implement a falling rate strategy that is designed to benefit from falling interest rates in both short-term and long-term U.S. Treasury yields.
Under normal market conditions, F/m Investments LLC (the “Adviser”) seeks to achieve the Fund’s investment objective by investing at least 80% of the Fund’s net assets (plus any borrowings for investment purposes) in a combination of long and short positions in U.S. Treasury securities or derivatives, such as U.S. Treasury futures, interest rate swaps, and options, to express a view on the direction of interest rates. Specifically, the Fund may:
| ● | Take long positions in longer-duration and shorter-duration U.S. Treasury securities or derivatives or affiliated ETFs to gain exposure to falling yields across the curve. |
| ● | Take short positions in U.S. Treasury securities or derivatives or affiliated ETFs to gain exposure to areas of the yield curve where yields may rise or fall less than other parts of the curve. |
The Adviser actively manages the Fund’s positions based on market conditions, macroeconomic trends, and interest rate forecasts. The Fund’s portfolio is constructed and rebalanced periodically to maintain exposure aligned with the rising rates view, considering factors such as economic data, Federal Reserve policy, and global interest rate dynamics.
The Fund may also allocate a portion of its assets to cash, cash equivalents, or high-quality short-term instruments for liquidity and collateral purposes. The Fund does not seek to maintain a specific duration target, as its primary focus is on the relative movement between segments of the yield curve.
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The Fund may enter into reverse repurchase agreements in amounts not exceeding one-third of the Fund’s total assets (including the amount borrowed). The Fund may invest in securities of other affiliated and unaffiliated ETFs registered under the Investment Company Act of 1940, as amended, that invest primarily in Fund eligible investments (collectively, “Underlying Funds”) to the extent permitted by applicable law and subject to certain restrictions.
The Fund may also seek to increase its income by lending securities. These loans will be secured by collateral (consisting of cash, U.S. government securities, or irrevocable letters of credit) maintained in an amount equal to at least 100% of the market value, determined daily, of the loaned securities. Cash collateral received by the Fund in connection with its lending of portfolio securities will be invested in short-term investments, including money market funds.
The F/m Falling Rates Fund has elected to qualify each year for treatment as a regulated investment company (“RIC”) under Subchapter M of Subtitle A, Chapter 1, of the Internal Revenue Code of 1986, as amended (the “Code”).
The
value of the F/m Falling Rates Fund’s investments may decrease, which will cause the value of the Fund’s Shares to
decrease.
| ● | Active Management Risk. The Fund is actively managed using proprietary investment strategies and processes. There can be no guarantee that these strategies and processes will be successful or that the Fund will achieve its investment objective. |
| ● | Affiliated Fund Risk. Affiliated fund risk is the risk that the Adviser may select investments for the Fund based on its own financial interests or other business considerations rather than the Fund’s interests. The Adviser may be subject to potential conflicts of interest in selecting the Underlying Funds because the Underlying Funds pay an advisory fee to the Adviser based on their assets, the fees paid to the Adviser by some affiliated Underlying Funds may be higher than other Underlying Funds or the Underlying Funds may be in need of assets to enhance their appeal to other investors, liquidity and trading and/or to enable them to carry out their investment strategies. However, the Adviser is a fiduciary to the Fund and is legally obligated to act in the Fund’s best interest when selecting Underlying Funds. |
| ● | Asset Class Risk. The securities and other assets in the Fund’s portfolio may underperform in comparison to financial markets generally, a particular financial market, or other asset classes. |
| ● | Cash or Cash Equivalents Risk. At any time, the Fund may have significant investments in cash or cash equivalents. When a substantial portion of a portfolio is held in cash or cash equivalents, there is the risk that the value of the cash account, including interest, will not keep pace with inflation, thus reducing purchasing power over time. Additionally, in rising markets, holding cash or cash equivalents may adversely affect the Fund’s performance and the Fund may not achieve its investment objective. |
| ● | Concentration Risk. The Fund may be susceptible to an increased risk of loss, including losses due to adverse events that affect the Fund’s investments more than the market as a whole, to the extent that the Fund’s investments are concentrated in a particular issue, issuer or issuers, country, market segment, or asset class. |
| ● | Counterparty Risk. Counterparty risk is the risk that a counterparty to a swap contract or other similar investment instrument may default on its payment obligation to the Fund. Such a default may cause the value of an investment in the Fund to decrease. |
| ● | Cyber Security Risk. Cyber security risk is the risk of an unauthorized breach and access to the Fund’s assets, Fund or customer data (including private shareholder information), or proprietary information, or the risk of an incident occurring that causes the Fund, the Adviser, custodian, transfer agent, distributor and other service providers and financial intermediaries to suffer data breaches, data corruption or lose operational functionality or prevent the Fund’s investors from purchasing, redeeming or exchanging shares or receiving distributions. While the Fund and the Adviser have established business continuity plans and risk management systems seeking to address system breaches or failures, there are inherent limitations in such plans and systems. Further, the Fund cannot control the cybersecurity plans and systems of the Fund’s service providers, market makers, or issuers of securities in which the Fund invests. The Fund and the Adviser have limited ability to prevent or mitigate cyber security incidents affecting third-party service providers, and such third-party service providers may have limited indemnification obligations to the Fund or the Adviser. Successful cyber-attacks or other cyber-failures or events affecting the Fund or its service providers may adversely impact and cause financial losses to the Fund or its shareholders. Issuers of securities in which the Fund invests are also subject to cyber security risks, and the value of these securities could decline if the issuers experience cyber-attacks or other cyber-failures. |
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| ● | Derivatives Risk. A Fund’s use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. These risks include (i) the risk that the counterparty to a derivative transaction may not fulfill its contractual obligations; (ii) risk of mispricing or improper valuation; and (iii) the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. Derivative prices are highly volatile and may fluctuate substantially during a short period of time. Such prices are influenced by numerous factors that affect the markets, including, but not limited to: changing supply and demand relationships; government programs and policies; national and international political and economic events, changes in interest rates, inflation and deflation and changes in supply and demand relationships. Trading derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities. |
| ● | Duration Risk. Duration is a measure of the price sensitivity of a debt security or portfolio to interest rate changes. Duration risk is the risk that longer-duration debt securities will be more volatile and thus more likely to decline in price, and to a greater extent, in a rising interest rate environment than shorter-duration debt securities. |
| ● | Early Close/Trading Halt Risk. An exchange or market may close or issue trading halts on specific securities, or the ability to buy or sell certain securities or financial instruments may be restricted, which may prevent a Fund from buying or selling certain securities or financial instruments. In these circumstances, a Fund may be unable to rebalance its portfolio, may be unable to accurately price its investments and may incur substantial trading losses. |
| ● | ETF Risk. 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. Only an authorized participant (“AP”) may engage in creation or redemption transactions directly with the Fund. The Fund has a limited number of financial institutions that are institutional investors and may act as AP. 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, Note Fund Shares may trade at a material discount to net asset value (“NAV”) and possibly face delisting: (i) APs exit the business or otherwise become unable to process creation and/or redemption orders and no other APs step forward to perform these services, or (ii) market makers and/or liquidity providers exit the business or significantly reduce their business activities and no other entities step forward to perform their functions. These events, among others, may lead to the Fund Shares trading at a premium or discount to NAV. Thus, you may pay more (or less) than the NAV when you buy Shares of the Fund in the secondary market, and you may receive less (or more) than NAV when you sell those Shares in the secondary market. A diminished market for an ETF’s shares substantially increases the risk that a shareholder may pay considerably more or receive significantly less than the underlying value of the ETF shares bought or sold. In periods of market volatility, APs, market makers and/or liquidity providers may be less willing to transact in Fund Shares. |
| ● | Secondary Market Trading Risk. Although Shares are listed on a national securities exchange (the “Exchange”), and may be traded on U.S. exchanges other than the Exchange, there can be no assurance that an active or liquid trading market for them will develop or be maintained. In addition, trading in Shares on the Exchange may be halted. During periods of market stress, 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). This risk is heightened in times of market volatility or periods of steep market declines. |
| ● | Shares May Trade at Prices Other Than NAV Risk. As with all ETFs, Shares may be bought and sold in the secondary market at market prices. Shares trade on a stock exchange at prices at, above, or below the Fund’s most recent NAV. The Fund’s NAV is calculated at the end of each business day and fluctuates with changes in the market value of the Fund’s holdings. The trading price of the Shares fluctuates continuously throughout trading hours on the exchange, based on both the relative market supply of, and demand for, the Shares and the underlying value of the Fund’s portfolio holdings. As a result the trading prices of the Shares may deviate from the Fund’s NAV. 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). This risk is heightened in times of market volatility or periods of steep market declines. Any of these factors, among others, may lead to the Shares trading at a premium or discount to NAV. |
| ● | Fixed-Income Market Risk. When the Fund invests in fixed income securities, the value of your investment in the Fund will fluctuate with changes in interest rates. Typically, a rise in interest rates causes a decline in the value of fixed income securities owned by the Fund. In general, the market price of fixed income securities with longer maturities or duration will increase or decrease more in response to changes in interest rates than shorter-term securities. Other risk factors include credit risk (the debtor may default), extension risk (an issuer may exercise its right to repay principal on a fixed rate obligation held by the Fund later than expected), and prepayment risk (the debtor may pay its obligation early, reducing the amount of interest payments). These risks could affect the value of a particular investment by the Fund, possibly causing the Fund’s share price and total return to be reduced and fluctuate more than other types of investments. |
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| ● | Futures Risk. Futures are standardized, exchange-traded contracts that obligate a purchaser to take delivery, and a seller to make delivery, of a specific amount of an asset at a specified future date at a specified price. The primary risks associated with the use of futures contracts and options are: (a) the imperfect correlation between the change in market value of the instruments held by the Fund and the price of the futures contract or option; (b) the possible lack of a liquid secondary market for a futures contract and the resulting inability to close a futures contract when desired; (c) losses caused by unanticipated market movements, which are potentially unlimited; (d) the investment adviser’s inability to predict correctly the direction of securities prices, interest rates, currency exchange rates and other economic factors; and (e) the possibility that the counterparty will default in the performance of its obligations. |
| ● | High Portfolio Turnover Risk. The Fund may incur relatively high portfolio turnover. The active and frequent trading of the Fund’s portfolio securities may result in increased transaction costs to the Fund, including brokerage commissions, dealer mark-ups and other transaction costs, which could reduce the Fund’s return. |
| ● | Illiquid Investments Risk. The possible lack of a liquid secondary market for derivatives and the resulting inability of the Fund to sell or otherwise close a derivatives position could expose the Fund to losses and could make derivatives more difficult for the Fund to value accurately. |
| ● | Income Risk. The Fund’s income may decline if interest rates fall. This decline in income can occur because the Fund may subsequently invest in lower yielding bonds as bonds in its portfolio mature, are near maturity or are called, or the Fund otherwise needs to purchase additional bonds. |
| ● | Interest Rate Risk. Interest rate risk is the risk of losses attributable to changes in interest rates. In general, if prevailing interest rates rise, the values of debt instruments tend to fall, and if interest rates fall, the values of debt instruments tend to rise. Changes in the value of a debt instrument usually will not affect the amount of income the Fund receives from it but will generally affect the value of your investment in the Fund. Changes in interest rates may also affect the liquidity of the Fund’s investments in debt instruments. In general, the longer the maturity or duration of a debt instrument, the greater its sensitivity to changes in interest rates. The Fund is subject to the risk that the income generated by its investments may not keep pace with inflation. Actions by governments and central banking authorities can result in increases or decreases in interest rates, which may negatively affect the value of debt instruments held by the Fund and have a negative impact on the Fund’s performance and NAV. Rising interest rates may prompt redemptions from the Fund, which may force the Fund to sell investments at a time when it is not advantageous to do so, which could result in losses. During periods of very low or negative interest rates, the Fund may be unable to maintain positive returns or pay dividends to Fund shareholders. Very low or negative interest rates may magnify interest rate risk. Changing interest rates, including rates that fall below zero, may have unpredictable effects on markets, result in heightened market volatility and detract from the Fund’s performance to the extent the Fund is exposed to such interest rates. Additionally, under certain market conditions in which interest rates are low and the market prices for portfolio securities have increased, the Fund may have a very low or even negative yield. A low or negative yield would cause the Fund to lose money in certain conditions and over certain time periods. An increase in interest rates will generally cause the value of securities held by the Fund to decline, may lead to heightened volatility in the fixed-income markets and may adversely affect the liquidity of certain fixed-income investments, including those held by the Fund. The historically low-interest rate environment in recent years heightens the risks associated with rising interest rates. |
| ● | Issuer Risk. The performance of the Fund depends on the performance of individual securities or other assets to which the Fund has exposure. The value of securities or other assets may decline, or perform differently from the market as a whole, due to changes in the financial condition or credit rating of the issuer or counterparty. |
| ● | Leverage Risk. Using derivatives can create leverage, which can amplify the effects of market volatility on the Fund's share price and make the Fund's returns more volatile. The use of leverage may cause the Fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations. The use of leverage may also cause the Fund to have higher expenses than those of other funds that do not use such techniques. |
| ● | Liquidity Risk. Certain securities held by the Fund may be difficult (or impossible) to sell at the time and at the price the Adviser would like. As a result, the Fund may have to hold these securities longer than it would like and may forego other investment opportunities. There is the possibility that the Fund may lose money or be prevented from realizing capital gains if it cannot sell a security at a particular time and price. |
| ● | Market Risk. The trading prices of securities and other instruments fluctuate in response to a variety of factors. The Fund’s NAV and market price may fluctuate significantly in response to these and other factors including economic, political, financial, public health crises (such as epidemics or pandemics), war, acts of terrorism, recessions or other disruptive events (whether real, expected or perceived) in the local, regional or global markets. These factors could have a significant impact on the Fund and its investments and could result in increased premiums or discounts to the Fund’s NAV. As a result, an investor could lose money over short periods due to short-term market movements or long periods of time during prolonged market downturns. |
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| ● | Market Trading Risk. The Fund faces numerous market trading risks, including the potential lack of an active market for the Shares, losses from trading in secondary markets, and disruption in the creation/redemption process of the Fund. In stressed market conditions, the market for Shares may become less liquid in response to deteriorating liquidity in the markets for the Fund’s portfolio holdings, which may cause a variance in the market price of Shares and their underlying NAV. In addition, an exchange or market may issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund’s creation/redemption process, potentially affect the price at which Shares trade in the secondary market, and/or result in the Fund being unable to trade certain securities or financial instruments at all. In these circumstances, the Fund may be unable to rebalance its portfolio, may be unable to accurately price its investments and/or may incur substantial trading losses. Any of these factors may lead to the Shares trading at a premium or discount to the Fund’s NAV. |
| ● | New Fund Risk. The Fund is a newly organized management investment company with a limited operating history. In addition, there can be no assurance that the Fund will grow to, or maintain, an economically viable size, in which case the Board of Directors (the “Board”) of The RBB Fund, Inc. (the “Company”) may determine to liquidate the Fund. |
| ● | Operational Risk. The Fund is exposed to operational risks arising from a number of factors, including, but not limited to, human error, processing and communication errors, errors of the Fund’s service providers, counterparties or other third parties, failed or inadequate processes and technology or systems failures. The Fund and the Adviser seek to reduce these operational risks through controls and procedures. However, these measures do not address every possible risk and may be inadequate to address these risks. |
| ● | Options Risk. When the Fund purchases a call option, it receives, in return for the premium it pays, the right to buy from the writer of the option the underlying security at a specified price at any time before the option expires. The Fund purchases call options in anticipation of an increase in the market value of securities that it intends ultimately to buy. During the life of the call option, a Fund is able to buy the underlying security at the exercise price regardless of any increase in the market price of the underlying security. In order for a call option to result in a gain, the market price of the underlying security must exceed the sum of the exercise price, the premium paid, and transaction costs. |
| ● | Over-the-Counter Market Risk. Securities and options traded in over-the-counter markets may trade less frequently and in limited volumes and thus exhibit more volatility and liquidity risk, and the prices paid by the Fund in over-the-counter transactions may include an undisclosed dealer markup. The Fund is also exposed to default by the over-the-counter option writer who may be unwilling or unable to perform its contractual obligations to the Fund. |
| ● | Pricing Risk. If market conditions make it difficult to value some investments, the Fund may value these investments using more subjective methods, such as fair value pricing. In such cases, the value determined for an investment could be different from the value realized upon such investment’s sale. As a result, you could pay more than the market value when buying Fund Shares or receive less than the market value when selling Fund Shares. |
| ● | Rate-Linked Derivatives Risk. The Fund’s exposure to derivatives tied to interest rates subjects the Fund to greater volatility than investments in traditional securities, such as stocks and bonds. Investing in derivatives tied to interest rates, including through options tied to the shape of the U.S. interest rate curve, can be extremely volatile. The value of such investments may fluctuate rapidly based on a variety of factors, including overall market movements; economic events and policies; changes in interest rates or inflation rates; changes in monetary and exchange control programs; war; acts of terrorism; natural disasters; and technological developments. The Fund is expected to benefit from the options it holds if long-term U.S. interest rates rise during the time period in which the Fund holds the options. However, if long-term U.S. interest rates decrease, the Fund will lose money on the options, up to the amount invested in option premiums, and underperform an otherwise identical bond fund that had not used such options. Rate-linked derivatives may lose money if interest rates change in a manner not anticipated by the Adviser. An increase in interest rates may cause the value of securities held directly or indirectly by the Fund to decline to the extent that the Fund’s hedging strategy is not effectively implemented. Even if the Fund is hedged against losses due to long-term interest rate increases linked to U.S. interest rates, outright interest rate increases may also lead to heightened volatility in the fixed-income markets and may positively affect the value of the Fund’s options while negatively impacting the Fund’s investments in U.S. Treasuries. The Fund could lose money on the options held by the Fund, and the present value of the Fund’s portfolio investments could decrease if inflation increases. These interest rate-linked options may also cause the Fund’s net asset value and returns to be more volatile and expose the Fund to increased counterparty risk. Fluctuations in the U.S. interest rate curve or the price of the options owned by the Fund could materially adversely affect an investment in the Fund. The Fund’s investments in options are not intended to mitigate duration and credit risk or other factors influencing the price of U.S. government bonds, which may have a greater impact on the bonds’ returns than interest rate risk. Moreover, to the extent that interest rate risk has been priced into the government bonds owned directly or indirectly by the Fund, the Fund could underperform other investments even during periods of rising long-term U.S. interest rates. There is no guarantee that the Fund will have positive performance even in environments of sharply rising U.S. interest rates. There is no guarantee that the Fund will be able to successfully mitigate interest rate risk. |
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| ● | Rating Agencies Risk. Ratings are not an absolute standard of quality, but rather general indicators that reflect only the view of the originating rating agencies from which an explanation of the significance of such ratings may be obtained. There is no assurance that a particular rating will continue for any given period of time or that any such rating will not be revised downward or withdrawn entirely if, in the judgment of the agency establishing the rating, circumstances so warrant. A downward revision or withdrawal of such ratings, or either of them, may have an effect on the liquidity or market price of the securities in which the Fund invests. |
| ● | Reinvestment Risk. Reinvestment risk is the risk that income from the Fund’s portfolio will decline if and when the Fund reinvests the proceeds from the disposition of its portfolio securities at market interest rates that are below the portfolio’s current earnings rate. A decline in income could negatively affect the market price of the Shares. |
| ● | Reverse Repurchase Agreements Risk. Reverse repurchase agreements are a form of secured borrowing and subject the Fund to the risks associated with leverage, including exposure to potential gains and losses in excess of the amount invested, resulting in an increase in the speculative character of the Fund’s outstanding shares. Reverse repurchase agreements involve the risk that the investment return earned by the Fund (from the investment of the proceeds) will be less than the interest expense of the transaction, that the market value of the securities sold by the Fund will decline below the price the Fund is obligated to pay to repurchase the securities, and that the other party may fail to return the securities in a timely manner or at all. |
| ● | Risk of Investing in the United States. Certain changes in the United States economy, such as when the economy weakens or when its financial markets decline, may have an adverse effect on the securities to which the Fund has exposure. |
| ● | Securities Lending Risk. The Fund may engage in securities lending (i.e., lend portfolio securities to institutions, such as certain broker dealers). Securities lending involves the risk that the Fund may lose money because the borrower of the loaned securities fails to return the securities in a timely manner or at all. The Fund could also lose money in the event of a decline in the value of the collateral provided for loaned securities or a decline in the value of any investments made with cash collateral. These events could also trigger adverse tax consequences for the Fund. The Fund could also experience a loss or delay in the recovery of its securities if the borrowing institution breaches its agreement with the Fund. |
| ● | Shorting U.S. Treasury Securities Risk. The Fund may seek short exposure to financial instruments such as U.S. Treasury securities. There is no guarantee that the returns on the Fund’s short positions will produce positive returns and the Fund could lose money if the short positions produce negative returns. U.S. Treasury prices are highly sensitive to changes in interest rates and a decrease in yields (increase in prices) could result in significant losses for short positions. Shorting typically requires borrowing securities, which involves reliance on the availability of lenders and custodians. The failure of a counterparty to deliver the securities may impact the Fund’s execution of its strategy. |
| ● | Swap Risk. Swaps are subject to tracking risk because they may not be perfect substitutes for the instruments they are intended to hedge or replace. Over the counter swaps are subject to counterparty default. Leverage inherent in derivatives will tend to magnify the Fund’s losses. |
| ● | Swaptions Risk. A “swaption” is a contract that gives a counterparty the right (but not the obligation) to enter into a new swap agreement or to shorten, extend, cancel or otherwise modify an existing swap agreement, at some designated future time on specified terms. The Fund may purchase interest rate payer swaptions. When the Fund purchases a swaption, it risks losing only the amount of the premium it has paid should it decide to let the option expire unexercised. |
| ● | TBA Securities Risk. In a TBA transaction, a seller agrees to deliver a security at a future date, but does not specify the particular security to be delivered. Instead, the seller agrees to accept any security that meets specified terms. TBA transactions involve the risk that the securities received may have less favorable characteristics than what was anticipated when the Fund entered into the transaction. TBA transactions are also subject to counterparty risk and will be exposed to changes in the value of the underlying investments during the term of the agreement. |
| ● | U.S. Treasury and Agency Market Risk. The U.S. Treasury and agency market can be volatile, and the value of instruments correlated with these markets may fluctuate dramatically from day to day. U.S. Treasury and agency obligations may provide relatively lower returns than those of other securities. Similar to other debt instruments, U.S. Treasury and agency obligations are subject to debt instrument risk and interest rate risk. In addition, changes to the financial condition or credit rating of the U.S. Government may cause the value of U.S. Treasury and agency obligations to decline. U.S. Treasury obligations are backed by the “full faith and credit” of the U.S. government and are generally considered to have negligible credit risk. Securities issued or guaranteed by federal agencies or authorities and U.S. government-sponsored instrumentalities or enterprises may or may not be backed by the full faith and credit of the U.S. government. |
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| ● | U.S. Treasury Obligations Risk. While U.S. Treasury obligations are backed by the “full faith and credit” of the U.S. Government, such securities are nonetheless subject to credit risk (i.e., the risk that the U.S. Government may be, or be perceived to be, unable or unwilling to honor its financial obligations, such as making payments). Securities issued or guaranteed by federal agencies or authorities and U.S. Government-sponsored instrumentalities or enterprises may or may not be backed by the full faith and credit of the U.S. Government. U.S. Treasury obligations may differ from other securities in their interest rates, maturities, times of issuance and other characteristics and may provide relatively lower returns than those of other securities. Similar to other issuers, changes to the financial condition or credit rating of the U.S. government may cause the value of the Fund’s U.S. Treasury obligations to decline. |
| ● | Valuation Risk. The prices provided by the Fund’s pricing services or independent dealers or the fair value determinations made by the valuation committee of the Adviser may be different from the prices used by other funds or from the prices at which securities are actually bought and sold. The prices of certain securities provided by pricing services may be subject to frequent and significant change, and will vary depending on the information that is available. |
Performance
Information: Performance information for the F/m Falling Rates Fund is not included because the Fund had not commenced operations
prior to the date of this Prospectus.
Management
Investment Adviser
F/m Investments LLC serves as the investment adviser.
Portfolio Managers
| Team Member | Primary Titles | Start
Date with F/m Falling Rates Fund |
| Peter Baden | Managing Director, Director of Fixed Income Strategy | Inception |
| Alexander Morris | Chief Executive Officer | Inception |
| Marcin Zdunek | Managing Director, Head of Capital Markets & Portfolio Manager | Inception |
Purchase and Sale of F/m Falling Rates Fund Shares
Shares are listed on a national securities exchange, the Exchange, and investors can only buy and sell Shares through brokers or dealers 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). An investor may incur costs attributable to the difference between the highest price a buyer is willing to pay to purchase shares (bid) and the lowest price a seller is willing to accept for shares (ask) when buying or selling shares in the secondary market (the “bid-ask spread”). Once available, information, including information on the Fund’s NAV, market price, premiums and discounts, and bid-ask spreads, will be available on the Fund’s website at www.fminvest.com.
The Fund issues and redeems Shares at NAV only in large blocks known as “Creation Units,” which only APs (typically, broker-dealers) may purchase or redeem. The Fund generally issues and redeems Creation Units in exchange for a portfolio of securities closely approximating the holdings of the Fund (the “Deposit Securities”) and/or a designated amount of U.S. cash.
Tax Information
Fund distributions are generally taxable as ordinary income, qualified dividend income, or capital gains (or a combination), unless your investment is made through an individual retirement account (“IRA”) or other tax-advantaged account. Distributions on investments made through tax-deferred arrangements may be taxed later upon withdrawal of assets from those accounts.
Financial Intermediary Compensation
If you purchase Shares through a broker-dealer or other financial intermediary (such as a bank) (an “Intermediary”), the Fund’s Adviser or its affiliates may pay Intermediaries for certain activities related to the Fund, including participation in activities that are designed to make Intermediaries more knowledgeable about exchange traded products, including the Fund, or for other activities, such as marketing, educational training or other initiatives related to the sale or promotion of Shares. These payments may create a conflict of interest by influencing the Intermediary and your salesperson to recommend the Fund over another investment. Any such arrangements do not result in increased Fund expenses. Ask your salesperson or visit the Intermediary’s website for more information.
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ADDITIONAL INFORMATION ABOUT THE FUNDS
Investment Objective
The investment objective of each Fund is to seek investment results as described in the “Investment Objective” section of that Fund’s summary prospectus above. Each Fund’s investment objective has been adopted as a non-fundamental investment policy and may be changed without shareholder approval upon sixty (60) days’ written notice to shareholders.
Portfolio Composition
Each Fund has a policy to invest, under normal market conditions, at least 80% of its net assets (plus any borrowings for investment purposes) in the types of investment shown next to the Fund’s name in the table below (each, an “80% Policy”).
| Fund | Types of Investments for Purposes of 80% Policy |
| F/m Ultrashort Treasury Inflation-Protected Security (TIPS) ETF (RBIL) | Under normal market conditions, the Adviser seeks to achieve the Fund’s investment objective by investing at least 80% of the Fund’s net assets (plus any borrowings for investment purposes) in TIPS with a maturity of 1-13 months. Under normal market conditions, the Fund generally invests substantially all of its assets in the securities comprising the Underlying Index and in securities that the Adviser determines to have economic characteristics that are substantially identical to the economic characteristics of the securities that comprise the Underlying Index, including, but not limited to, bonds that are capital-indexed and linked to a commonly used domestic inflation index. |
| F/m Yield Curve Steepening Strategy ETF (USTP) | Under normal market conditions, the Adviser seeks to achieve the Fund’s investment objective by investing at least 80% of the Fund’s net assets (plus any borrowings for investment purposes) in a combination of long and short positions in U.S. Treasury securities or derivatives, such as U.S. Treasury futures, interest rate swaps, and options, to express a view on the shape of the yield curve. Specifically, the ETF may: (i) take short positions in longer-duration U.S. Treasury securities or derivatives or affiliated ETFs to gain exposure to rising yields at the long end of the curve and/or (ii) take long positions in shorter-duration U.S. Treasury securities or derivatives or affiliated ETFs to gain exposure to falling yields at the short end of the curve. |
| F/m Yield Curve Flattening Strategy ETF (UFLT) | Under normal market conditions, the Adviser seeks to achieve the Fund’s investment objective by investing at least 80% of the Fund’s net assets (plus any borrowings for investment purposes) in a combination of long and short positions in U.S. Treasury securities or derivatives, such as U.S. Treasury futures, interest rate swaps, and options, to express a view on the shape of the yield curve. Specifically, the Fund may: (i) take long positions in longer-duration U.S. Treasury securities or derivatives or affiliated ETFs to gain exposure to declining yields at the long end of the curve and/or (ii) take short positions in shorter-duration U.S. Treasury securities or derivatives or affiliated ETFs to gain exposure to rising yields at the short end of the curve. |
| F/m Rising Interest Rates Strategy ETF (URIZ) | Under normal market conditions, the Adviser seeks to achieve the Fund’s investment objective by investing at least 80% of the Fund’s net assets (plus any borrowings for investment purposes) in a combination of long and short positions in U.S. Treasury securities or derivatives, such as U.S. Treasury futures, interest rate swaps, and options, to express a view on the direction of interest rates. Specifically, the Fund may: (i) take short positions in longer-duration and shorter-duration U.S. Treasury securities or derivatives or affiliated ETFs to gain exposure to rising yields across the curve and/or (ii) take long positions in U.S. Treasury securities or derivatives or affiliated ETFs to gain exposure to areas of the yield curve where yields may fall or rise less than other parts of the curve. |
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| F/m Falling Interest Rates Strategy ETF (UFAL) | Under normal market conditions, the Adviser seeks to achieve the Fund’s investment objective by investing at least 80% of the Fund’s net assets (plus any borrowings for investment purposes) in a combination of long and short positions in U.S. Treasury securities or derivatives, such as U.S. Treasury futures, interest rate swaps, and options, to express a view on the direction of interest rates. Specifically, the Fund may: (i) take long positions in longer-duration and shorter-duration U.S. Treasury securities or derivatives or affiliated ETFs to gain exposure to falling yields across the curve and/or (ii) take short positions in U.S. Treasury securities or derivatives or affiliated ETFs to gain exposure to areas of the yield curve where yields may rise or fall less than other parts of the curve. |
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Each Fund’s 80% Policy is non-fundamental and can be changed by the Board upon sixty (60) days’ prior notice to shareholders. Each Fund must comply with its 80% Policy at the time the Fund invests its assets. Accordingly, when a Fund no longer meets the 80% requirement as a result of circumstances beyond its control, such as changes in the value of portfolio holdings, the Fund would not have to sell its holdings, but any new investments it makes would be consistent with its 80% Policy.
Additional Principal Risk Information
The value of the Funds’ investments may decrease, which will cause the value of the Fund’s Shares to decrease. As a result, you may lose money on your investment in any of the Funds, and there can be no assurance that any of the Funds will achieve its investment objective. An investment in the Funds is subject to one or more of the principal risks discussed below.
| ● | Affiliated Fund Risk. Each of the Funds may invest in affiliated an unaffiliated Underlying Funds. When the Adviser invests a Fund’s assets in an Underlying Fund that is also managed by the Adviser, the risk presented is that, due to its own financial interest or other business considerations, the Adviser may have had an incentive to make that investment in lieu of investments by the Fund directly in portfolio securities, or in lieu of investment in Underlying Funds sponsored or managed by others. This conflict of interest may be amplified when an Underlying Fund has low assets. |
| ● | Asset Class Risk. The securities and other assets in any of the Funds’ portfolios may underperform in comparison to other securities or indexes that track other countries, groups of countries, regions, industries, groups of industries, markets, market segments, asset classes or sectors. Various types of securities, currencies and indexes may experience cycles of outperformance in comparison to the general financial markets, depending on a number of factors, including, but not limited to, inflation, interest rates, productivity, global demand for local products or resources, and regulation and governmental controls. This may cause any of the Funds to underperform other investment vehicles that invest in different asset classes. |
| ● | Concentration Risk. Any of the Funds may be susceptible to an increased risk of loss, including losses due to adverse events that affect the Fund’s investments more than the market as a whole, to the extent that the Fund’s investments are concentrated in a particular issue, issuer or issuers, country, market segment, or asset class. |
| ● | Counterparty Risk. Counterparty risk is the risk that a counterparty to a Fund’s investments in yield curve spread options may default on its payment obligation to such Fund. Such a default may cause the value of an investment in such Fund to decrease. |
| ● | Credit Risk. The value of your investment in any of the Fund’s may change in response to changes in the credit ratings of such Fund’s portfolio securities, including with respect to Underlying Funds. Generally, investment risk and price volatility increase as a security’s credit rating declines. The financial condition of an issuer of a fixed income security held by such Fund or an Underlying Fund may cause it to default or become unable to pay interest or principal due on the security. |
| ● | Cyber Security Risk. With the increased use of technologies such as the internet to conduct business, any of the Funds are susceptible to operational, information security and related risks. In general, cyber incidents can result from deliberate attacks or unintentional events. Cyber-attacks include, but are not limited to, gaining unauthorized access to digital systems (e.g., through “hacking” or malicious software coding) for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption. Cyber-attacks may also be carried out in a manner that does not require gaining unauthorized access, such as causing denial-of-service attacks on websites (i.e., efforts to make network services unavailable to intended users). Cyber security failures or breaches by the Adviser and other service providers (including, but not limited to, any of the Funds’ accountant, custodian, transfer agent and administrator), and the issuers of securities in which the Fund invests, have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, interference with any of the Funds’ ability to calculate its NAV, impediments to trading, the inability of Fund shareholders to transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs. In addition, substantial costs may be incurred in order to prevent any cyber incidents in the future. While the Adviser has established business continuity plans in the event of, and risk management systems to prevent, such cyber-attacks, there are inherent limitations in such plans and systems including the possibility that certain risks have not been identified. Furthermore, the Funds cannot control the cyber security plans and systems put in place by service providers to the Funds and issuers in which the Funds invest. The Funds and their shareholders could be negatively impacted as a result. |
| ● | Derivatives Risk. A Fund may gain exposure to different asset classes by investing in derivative instruments. Derivatives can be more sensitive to changes in interest rates or to sudden fluctuations in market prices than conventional securities, which can result in greater losses for a Fund. In addition, the prices of the derivative instruments and the prices of underlying interest rates they are designed to reflect may not move together as expected. A risk of a Fund’s use of derivatives is that the fluctuations in their values may not correlate perfectly with the relevant underlying rate to which it relates. Derivatives are usually traded on margin, which may subject a Fund to margin calls. Margin calls may force such Fund to liquidate assets. |
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| ● | Duration Risk. Duration is a measure of the price sensitivity of a debt security or portfolio to interest rate changes. Duration risk is the risk that longer-duration debt securities are more volatile and thus more likely to decline in price, and to a greater extent, than shorter-duration debt securities, in a rising interest-rate environment. “Effective duration” attempts to measure the expected percentage change in the value of a bond or portfolio resulting from a change in prevailing interest rates. The change in the value of a bond or portfolio can be approximated by multiplying its duration by a change in interest rates. For example, if a bond has an effective duration of three years, a 1% increase in general interest rates would be expected to cause the bond’s value to decline about 3% while a 1% decrease in general interest rates would be expected to cause the bond’s value to increase 3%. The duration of a debt security may be equal to or shorter than the full maturity of a debt security. |
| ● | ETF Risk. Each of the Funds is an ETF, and, as a result of an ETF’s structure, the Funds are exposed to the following risks: |
| ● | Authorized Participants, Market Makers and Liquidity Providers Concentration Risk. Only an authorized participant (“AP”) may engage in creation or redemption transactions directly with the Fund. Each Fund may have a limited number of financial institutions that may act as APs. In addition, there may be a limited number of market makers and/or liquidity providers in the marketplace. To the extent either of the following events occur, Shares may trade at a material discount to 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. These events, among others, may lead to a Fund’s Shares trading at a premium or discount to NAV. Thus, you may pay more (or less) than the NAV when you buy Shares of any of the Funds in the secondary market, and you may receive less (or more) than NAV when you sell those Shares in the secondary market. A diminished market for an ETF’s shares substantially increases the risk that a shareholder may pay considerably more or receive significantly less than the underlying value of the ETF shares bought or sold. In periods of market volatility, APs, market makers and/or liquidity providers may be less willing to transact in Fund Shares. |
| ● | Cash Transactions Risk. Unlike certain ETFs, the Fund may effect its creations and redemptions partially or wholly for cash rather than on an in-kind basis. Because of this, the Fund may incur costs such as brokerage costs or be unable to realize certain tax benefits associated with in-kind transfers of portfolio securities that may be realized by other ETFs. These costs may decrease the Fund’s NAV to the extent that the costs are not offset by a transaction fee payable by an AP. Shareholders may be subject to tax on gains they would not otherwise have been subject to and/or at an earlier date than if the Fund had effected redemptions wholly on an in-kind basis. |
| ● | Secondary Market Trading Risk. Although the Funds’ Shares are listed for trading on a national securities exchange (the “Exchange”) and may be listed or traded on U.S. and non-U.S. stock exchanges other than the Exchange, there can be no assurance that an active trading market for Shares will develop or be maintained. Trading in the Funds’ Shares may be halted due to market conditions or for reasons that, in the view of the Exchange, make trading in Shares inadvisable. In addition, trading in Shares on the Exchange is subject to trading halts caused by extraordinary market volatility pursuant to Exchange “circuit breaker” rules, which temporarily halt trading on the Exchange. Additional rules applicable to the Exchange may halt trading in Shares when extraordinary volatility causes sudden, significant swings in the market price of Shares. There can be no assurance that Shares will trade with any volume, or at all, on any stock exchange. In stressed market conditions, the liquidity of the Funds’ Shares may begin to mirror the liquidity of each Fund’s underlying holdings, which can be significantly less liquid than each Fund’s Shares. In addition, during periods of market stress, 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). This risk is heightened in times of market volatility or periods of steep market declines. |
| ● | Shares May Trade at Prices Other Than NAV Risk. As with all ETFs, Shares of the Funds may be bought and sold in the secondary market at market prices. Although it is expected that the market price of Shares will approximate each Fund’s NAV, there may be times when the market price of Shares is more than the NAV intra-day (premium) or less than the NAV intra-day (discount) due to supply and demand of Shares or during periods of market volatility. This risk is heightened in times of market volatility or periods of steep market declines. The market price of Shares during the trading day, like the price of any exchange-traded security, includes a “bid/ask” spread charged by the exchange specialist, market makers or other participants that trade Shares. In times of severe market disruption, the bid/ask spread can increase significantly. At those times, Shares are most likely to be traded at a discount to NAV, and the discount is likely to be greatest when the price of Shares is falling fastest, which may be the time that you most want to sell your Shares. The Adviser believes that, under normal market conditions, large market price discounts or premiums to NAV will not be sustained because of arbitrage opportunities. |
| ● | Fixed-Income Market Risk. The market value of a fixed-income security may decline due to general market conditions that are not specifically related to a particular company, such as real or perceived adverse economic conditions, changes in the outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally. The fixed-income securities market can be susceptible to increases in volatility and decreases in liquidity. Liquidity can decline unpredictably in response to overall economic conditions or credit tightening. Increases in volatility and decreases in liquidity may be caused by a rise in interest rates (or the expectation of a rise in interest rates). During periods of reduced market liquidity, any of the Funds may not be able to readily sell fixed-income securities at prices at or near their perceived value. If a Fund needed to sell large blocks of fixed-income securities to meet shareholder redemption requests or to raise cash, those sales could further reduce the prices of such securities. An unexpected increase in a Fund’s redemption requests, including requests from shareholders who may own a significant percentage of a Fund’s Shares, which may be triggered by market turmoil or an increase in interest rates, could cause a Fund to sell its holdings at a loss or at undesirable prices and adversely affect that Fund’s share price and increase that Fund’s liquidity risk, fund expenses and/or taxable distributions. Economic and other market developments can adversely affect fixed-income securities markets. Regulations and business practices, for example, have led some financial intermediaries to curtail their capacity to engage in trading (i.e., “market making”) activities for certain fixed-income securities, which could have the potential to decrease liquidity and increase volatility in the fixed-income securities markets. Policy and legislative changes worldwide are affecting many aspects of financial regulation. The impact of these changes on the markets, and the practical implications for market participants, may not be fully known for some time. |
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| ● | Fixed Income Securities Risk. Fixed-income securities are subject to the risk of the issuer’s inability to meet principal and interest payments on its obligations (i.e., credit risk) and are subject to price volatility resulting from, among other things, interest rate sensitivity, market perception of the creditworthiness of the issuer, willingness of broker-dealers and other market participants to make markets in the applicable securities, and general market liquidity (i.e., market risk). Lower rated fixed-income securities have greater volatility because there is less certainty that principal and interest payments will be made as scheduled. There is a risk that a lack of liquidity or other adverse credit market conditions may hamper a Fund’s ability to sell the debt securities in which it invests. |
| ● | Futures Risk. Futures are standardized, exchange-traded contracts that obligate a purchaser to take delivery, and a seller to make delivery, of a specific amount of an asset at a specified future date at a specified price. The primary risks associated with the use of futures contracts and options are: (a) the imperfect correlation between the change in market value of the instruments held by a Fund and the price of the futures contract or option; (b) the possible lack of a liquid secondary market for a futures contract and the resulting inability to close a futures contract when desired; (c) losses caused by unanticipated market movements, which are potentially unlimited; (d) the Adviser’s inability to predict correctly the direction of securities prices, interest rates, currency exchange rates and other economic factors; and (e) the possibility that the counterparty will default in the performance of its obligations. |
| ● | High Portfolio Turnover Risk. Each Fund may incur high portfolio turnover. The active and frequent trading of a Fund’s portfolio securities may result in increased transaction costs to the Fund, including brokerage commissions, dealer mark-ups and other transaction costs, which could reduce the Fund’s return. |
| ● | Illiquid Investments Risk. A Fund may not acquire any illiquid investment if, immediately after the acquisition, such Fund would have invested more than 15% of its net assets in illiquid investments. An illiquid investment is any investment that a Fund reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment. Liquid investments may become illiquid after purchase by a Fund, particularly during periods of market turmoil. There can be no assurance that a security or instrument that is deemed to be liquid when purchased will continue to be liquid for as long as it is held by a Fund, and any security or instrument held by a Fund may be deemed an illiquid investment pursuant to such Fund’s liquidity risk management program. A Fund’s illiquid investments may reduce the returns of the Fund because it may be difficult to sell the illiquid investments at an advantageous time or price. In addition, if a Fund is limited in its ability to sell illiquid investments during periods when shareholders are redeeming their shares, such Fund will need to sell liquid securities to meet redemption requests and illiquid securities will become a larger portion of such Fund’s holdings. An investment may be illiquid due to, among other things, the reduced number and capacity of traditional market participants to make a market in fixed-income securities or the lack of an active trading market. To the extent that a Fund’s principal investment strategies involve derivatives or securities with substantial market and/or credit risk, such Fund will tend to have the greatest exposure to the risks associated with illiquid investments. Illiquid investments may be harder to value, especially in changing markets, and if a Fund is forced to sell these investments to meet redemption requests or for other cash needs, such Fund may suffer a loss. This may be magnified in a rising interest rate environment or other circumstances where investor redemptions from fixed-income funds may be higher than normal. In addition, when there is illiquidity in the market for certain securities, a Fund, due to limitations on illiquid investments, may be subject to purchase and sale restrictions. |
| ● | Income Risk. The Funds’ income may decline if interest rates fall. This decline in income can occur because the Fund may subsequently invest in lower yielding bonds as bonds in its portfolio mature, are near maturity or are called, or the Fund otherwise needs to purchase additional bonds. |
| ● | Index-Related Risk. The F/m Ultrashort TIPS Fund seeks to achieve a return that corresponds (before fees and expenses) generally to the price and yield performance, of the Fund’s Underlying Index as published by the sponsor (the “Index Provider”). There is no assurance that the Index Provider or any agents that may act on its behalf will compile the Underlying Index accurately, or that the Underlying Index will be determined, composed or calculated accurately. While the Index Provider provides descriptions of what the Underlying Index is designed to achieve, neither the Index Provider nor its agents provide any warranty or accept any liability in relation to the quality, accuracy or completeness of the Underlying Index or its related data, and they do not guarantee that the Underlying Index will be in line with the Index Provider’s methodology. The Fund’s strategy, as described in this Prospectus, is to manage the Fund consistently with its Underlying Index. The Fund does not provide any warranty or guarantee against the Index Provider’s or any agent’s errors. Errors in respect of the quality, accuracy and completeness of the data used to compile the Underlying Index may occur from time-to-time and may not be identified and corrected by the Index Provider for a period of time or at all, particularly where the Underlying Index is less commonly used as a benchmark by funds or managers. Such errors may negatively or positively impact the Fund and its shareholders. For example, during a period where the Underlying Index contains incorrect constituents, the Fund would have market exposure to such constituents and would be underexposed to the Underlying Index’s other constituents. Shareholders should understand that any gains from Index Provider errors will be kept by the Fund and its shareholders and any losses or costs resulting from Index Provider errors will be borne by the Funs and its shareholders. |
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Unusual market conditions may cause the Index Provider to postpone a scheduled rebalance to the Underlying Index, which could cause the Underlying Index to vary from its normal or expected composition. The postponement of a scheduled rebalance in a time of market volatility could mean that constituents of the Underlying Index that would otherwise be removed at rebalance due to changes in market value, issuer credit ratings, or other reasons may remain, causing the performance and constituents of the Underlying Index to vary from those expected under normal conditions. Apart from scheduled rebalances, the Index Provider or its agents may carry out additional ad hoc rebalances to the Underlying Index due to reaching certain weighting constraints, unusual market conditions or corporate events or, for example, to correct an error in the selection of index constituents. When the Underlying Index is rebalanced and the Fund in turn rebalances its portfolio to attempt to increase the correlation between the Fund’s portfolio and the Underlying Index, any transaction costs and market exposure arising from such portfolio rebalancing will be borne directly by the Fund and its shareholders. Therefore, errors and additional ad hoc rebalances carried out by the Index Provider or its agents to the Underlying Index may increase the costs to and the tracking error risk of the Fund.
| ● | Inflation-Indexed Bonds Risk. With respect to the F/m Ultrashort TIPS Fund, the principal value of an investment in the Fund is not protected or otherwise guaranteed by virtue of the Fund’s investments in inflation-indexed bonds. Inflation-indexed bonds are fixed-income securities whose principal value is periodically adjusted according to the rate of inflation. If the index measuring inflation falls, the principal value of inflation-indexed bonds will be adjusted downward, and consequently the interest payable on these securities (calculated with respect to a smaller principal amount) will be reduced. |
Repayment of the original bond principal upon maturity (as adjusted for inflation) is guaranteed in the case of U.S. Treasury inflation-indexed bonds. For bonds that do not provide a similar guarantee, the adjusted principal value of the bond repaid at maturity may be less than the original principal value. The value of inflation-indexed bonds is expected to change in response to changes in real interest rates. Real interest rates are tied to the relationship between nominal interest rates and the rate of inflation. If nominal interest rates increase at a faster rate than inflation, real interest rates may rise, leading to a decrease in value of inflation-indexed bonds. Short-term increases in inflation may lead to a decline in value. Any increase in the principal amount of an inflation-indexed bond will be considered taxable ordinary income, even though investors do not receive their principal until maturity.
Periodic adjustments for inflation to the principal amount of an inflation-indexed bond may give rise to original issue discount, which will be includable in the Fund’s gross income. Due to original issue discount, the Fund may be required to make annual distributions to shareholders that exceed the cash received, which may cause the Fund to liquidate certain investments when it is not advantageous to do so. Also, if the principal value of an inflation-indexed bond is adjusted downward due to deflation, amounts previously distributed in the taxable year may be characterized in some circumstances as a return of capital.
| ● | Inflation-Linked Securities. With respect to the F/m Ultrashort TIPS Fund, in general, the value of an inflation-linked security, including TIPS, will typically decrease when real interest rates (nominal interest rates reduced by the expected impact of inflation) increase and increase when real interest rates decrease. When inflation is negative or concerns over inflation are low, the value and income of inflation-linked securities could fall and result in losses for the Fund and during periods of very low inflation, the yield on an inflation-linked security may be negative. Conversely, during sustained periods of high inflation, the Fund’s yield should increase, which may not be repeated. Funds that invest heavily in inflation-linked securities do not always move in lockstep with inflation because they do not necessarily buy inflation-linked securities when they are originally issued or hold them until maturity. In addition, the accrual of inflation adjustments on the Fund’s holdings may significantly impact the current level of dividends actually paid to shareholders. Changes in inflation rates and/or interest rates may cause the Fund’s yield to vary substantially over time. |
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| ● | Interest Rate Risk. Interest rate risk is the risk of losses attributable to changes in interest rates. In general, if prevailing interest rates rise, the values of debt instruments tend to fall, and if interest rates fall, the values of debt instruments tend to rise. Changes in the value of a debt instrument usually will not affect the amount of income a Fund receives from it but will generally affect the value of your investment in a Fund. Changes in interest rates may also affect the liquidity of a Fund’s investments in debt instruments. In general, the longer the maturity or duration of a debt instrument, the greater its sensitivity to changes in interest rates. A Fund is subject to the risk that the income generated by its investments may not keep pace with inflation. Actions by governments and central banking authorities can result in increases or decreases in interest rates, which may negatively affect the value of debt instruments held by a Fund, resulting in a negative impact on the Fund’s performance and NAV. Any interest rate increases could cause the value of a Fund’s investments in debt instruments to decrease. Rising interest rates may prompt redemptions from a Fund, which may force the Fund to sell investments at a time when it is not advantageous to do so, which could result in losses. During periods of very low or negative interest rates, a Fund may be unable to maintain positive returns or pay dividends to Fund shareholders. Very low or negative interest rates may magnify interest rate risk. Changing interest rates, including rates that fall below zero, may have unpredictable effects on markets, result in heightened market volatility and detract from a Fund’s performance to the extent such Fund is exposed to such interest rates. Additionally, under certain market conditions in which interest rates are low and the market prices for portfolio securities have increased, a Fund may have a very low or even negative yield. A low or negative yield would cause a Fund to lose money in certain conditions and over certain time periods. An increase in interest rates will generally cause the value of securities held by a Fund to decline, may lead to heightened volatility in the fixed-income markets and may adversely affect the liquidity of certain fixed-income investments, including those held by a Fund. The historically low-interest rate environment in recent years heightens the risks associated with rising interest rates. |
| ● | Issuer Risk. The performance of the Fund depends on the performance of individual securities or other assets to which the Fund has exposure. The value of securities or other assets may decline, or perform different from the market as a whole, due to changes in the financial condition or credit rating of the issuer or counterparty. |
| ● | Leverage Risk. Borrowing transactions, reverse repurchase agreements, certain derivatives transactions, securities lending transactions and other investment transactions such as when-issued, delayed-delivery, or forward commitment transactions may create investment leverage. If a Fund engages in transactions that have a leveraging effect on the Fund’s investment portfolio, the value of the Fund will be potentially more volatile and all other risks will tend to be compounded. This is because leverage generally creates investment risk with respect to a larger base of assets than a Fund would otherwise have and so magnifies the effect of any increase or decrease in the value of the Fund’s underlying assets. The use of leverage is considered to be a speculative investment practice and may result in losses to a Fund. Certain derivatives have the potential for unlimited loss, regardless of the size of the initial investment. The use of leverage may cause a Fund to liquidate positions when it may not be advantageous to do so to satisfy repayment, interest payment, or margin obligations or to meet asset coverage requirements. |
| ● | Liquidity Risk. Certain securities held by the Funds may be difficult (or impossible) to sell at the time and at the price the Adviser would like. As a result, each such Fund may have to hold these securities longer than it would like and may forego other investment opportunities. There is the possibility that the Funds may lose money or be prevented from realizing capital gains if it cannot sell a security at a particular time and price. |
| ● | Management Risk. With respect to the F/m Ultrashort TIPS Fund, the Adviser will use a representative sampling indexing strategy, so the Fund may not fully replicate its Underlying Index and may hold securities that are not included in its Underlying Index. As a result, the Fund is subject to the risk that the Adviser’s investment strategy, the implementation of which is subject to a number of constraints, may not produce the intended results. The Adviser’s use of a representative sampling indexing strategy may subject the Fund to an increased risk of tracking error, in that the securities selected in aggregate for the Fund’s portfolio may not have investment profiles similar to those of the Underlying Index. Each Fund described in this Prospectus is subject to management risk, regardless of whether it is an actively or passively managed portfolio. In managing a Fund’s investment portfolio, the Adviser will apply investment techniques and risk analyses that may not produce the desired result. There can be no guarantee that a Fund will meet its investment objectives. |
| ● | Market Risk. The trading prices of securities and other instruments fluctuate in response to a variety of factors including economic, political, financial, public health crises (such as epidemics or pandemics) or other disruptive events (whether real, expected or perceived) in the U.S. and global markets. The Funds’ NAVs and market prices are based upon the market’s perception of value and are not necessarily an objective measure of an investment’s value. There is no assurance that any of the Funds will realize its investment objective, and an investment in any of the Funds is not, by itself, a complete or balanced investment program. You could lose money on your investment in any of the Funds, or any of the Funds could underperform other investments. |
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Periods of unusually high financial market volatility and restrictive credit conditions, at times limited to a particular sector or geographic area, have occurred in the past and may be expected to recur in the future. Some countries, including the United States, have adopted or have signaled protectionist trade measures, relaxation of the financial industry regulations that followed the financial crisis, and/or reductions to corporate taxes. The scope of these policy changes is still developing, but the equity and debt markets may react strongly to expectations of change, which could increase volatility, particularly if a resulting policy runs counter to the market’s expectations. The outcome of such changes cannot be foreseen at the present time. In addition, geopolitical and other risks, including environmental and public health risks, war, natural disasters, terrorism, conflicts and social unrest may add to instability in the world economy and markets generally. As a result of increasingly interconnected global economies and financial markets, the value and liquidity of the Funds’ investments may be negatively affected by events impacting a country or region, regardless of whether any of the Funds invests in issuers located in or with significant exposure to such country or region.
The continuing spread of an infectious respiratory illness caused by a novel strain of coronavirus (known as COVID-19) has caused volatility, severe market dislocations and liquidity constraints in many markets and may adversely affect the Fund’s investments and operations. The outbreak was first detected in December 2019 and subsequently spread globally. The transmission of COVID-19 and efforts to contain its spread have resulted in international and domestic travel restrictions and disruptions, closed international borders, enhanced health screenings at ports of entry and elsewhere, disruption of and delays in healthcare service preparation and delivery, quarantines, event and service cancellations or interruptions, disruptions to business operations (including staff reductions), supply chains and consumer activity, as well as general concern and uncertainty that has negatively affected the economic environment. These disruptions have led to instability in the marketplace, including stock and credit market losses and overall volatility. The impact of COVID-19, and other infectious illness outbreaks, epidemics or pandemics that may arise in the future, could adversely affect the economies of many nations or the entire global economy, the financial performance of individual issuers, borrowers and sectors and the health of the markets generally in potentially significant and unforeseen ways. Health crises caused by the recent outbreak may heighten other pre-existing political, social and economic risks in a country or region. In the event of a pandemic or an outbreak, there can be no assurance that the Funds and their service providers will be able to maintain normal business operations for an extended period of time or will not lose the services of key personnel on a temporary or long-term basis due to illness or other reasons. Although vaccines for COVID-19 are available, the full impacts of a pandemic or disease outbreaks are unknown and the pace of recovery may vary from market to market, resulting in a high degree of uncertainty for potentially extended periods of time.
| ● | Market Price Risk. Fund Shares are listed for trading on an exchange and are bought and sold in the secondary market at market prices. The market prices of Shares will fluctuate, in some cases materially, in response to changes in the NAV and supply and demand for Shares. As a result, the trading prices of shares may deviate significantly from the NAV during periods of market volatility. The Adviser cannot predict whether Shares will trade above, below, or at their NAV. Given the fact that Shares can be created and redeemed in Creation Units (defined below), the Adviser believes that large discounts or premiums to the NAV of Shares should not be sustained in the long-term. If market makers exit the business or are unable to continue making markets in Fund Shares, Shares may trade at a discount to NAV like closed-end fund shares and may even face delisting (that is, investors would no longer be able to trade shares in the secondary market). Further, while the creation/redemption feature is designed to make it likely that Shares normally will trade close to the value of a Fund’s holdings, disruptions to creations and redemptions, including disruptions at market makers, APs or market participants, or during periods of significant market volatility, may result in market prices that differ significantly from the value of such Fund’s holdings. Although market makers will generally take advantage of differences between the NAV and the market price of Fund Shares through arbitrage opportunities, there is no guarantee that they will do so. In addition, the securities held by a Fund may be traded in markets that close at a different time than the exchange on which such Fund’s Shares trade. Liquidity in those securities may be reduced after the applicable closing times. Accordingly, during the time when the exchange is open but after the applicable market closing, fixing or settlement times, bid-ask spreads and the resulting premium or discount to a Shares’ NAV is likely to widen. Further, secondary markets may be subject to irregular trading activity, wide bid-ask spreads and extended trade settlement periods, which could cause a material decline in a Fund’s NAV. A Fund’s investment results are measured based upon the daily NAV of the particular Fund. Investors purchasing and selling a Fund’s Shares in the secondary market may not experience investment results consistent with those experienced by those APs creating and redeeming shares directly with such Fund. |
| ● | Market Trading Risk. The Fund faces numerous market trading risks, including the potential lack of an active market for the Shares, losses from trading in secondary markets, and disruption in the creation/redemption process of the Fund. In stressed market conditions, the market for Shares may become less liquid in response to deteriorating liquidity in the markets for the Fund’s portfolio holdings, which may cause a variance in the market price of Shares and their underlying NAV. In addition, an exchange or market may issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund’s creation/redemption process, potentially affect the price at which Shares trade in the secondary market, and/or result in the Fund being unable to trade certain securities or financial instruments at all. In these circumstances, the Fund may be unable to rebalance its portfolio, may be unable to accurately price its investments and/or may incur substantial trading losses. Any of these factors may lead to the Shares trading at a premium or discount to the Fund’s NAV. |
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| ● | New Fund Risk. The Funds are newly organized, diversified management investment companies with a limited operating history. As a result, prospective investors have a limited track record on which to base their investment decision. In addition, there can be no assurance that a Fund will grow to, or maintain, an economically viable size, in which case the Board of Directors (the “Board”) of The RBB Fund, Inc. may determine to liquidate any or all of the Funds. Like other new funds, large inflows and outflows may impact any of the Funds’ market exposure for limited periods of time. This impact may be positive or negative, depending on the direction of market movement during the period affected. If any of the Funds fails to attract a large amount of assets, shareholders of the Fund may incur higher expenses as the Fund’s fixed costs would be allocated over a smaller number of shareholders. |
| ● | Operational Risk. The Fund is exposed to operational risks arising from a number of factors, including, but not limited to, human error, processing and communication errors, errors of the Fund’s service providers, counterparties, or other third parties, failed or inadequate processes or technology or systems failures. The Fund and the Adviser seek to reduce these operational risks through controls and procedures. However, these measures do not address every possible risk and may be inadequate to address significant operational risks. |
| ● | Over the Counter Market Risk. Securities and options traded in over-the-counter markets may trade less frequently and in limited volumes and thus exhibit more volatility and liquidity risk, and the prices paid by a Fund in over-the-counter transactions may include an undisclosed dealer markup. A Fund is also exposed to default by the over-the-counter option writer who may be unwilling or unable to perform its contractual obligations to the Fund. |
| ● | Passive Investment Risk. The F/m Ultrashort TIPS Fund is not actively managed and the Adviser will not sell shares of a security due to current or projected underperformance of a security, industry, or sector. The F/m Ultrashort TIPS Fund generally does not take defensive positions under any market conditions, including conditions that are adverse to the performance of the Funds. |
| ● | Rate-Linked Derivatives Risk. A Fund’s exposure to derivatives tied to interest rates subjects the Fund to greater volatility than investments in traditional securities, such as stocks and bonds. Investing in derivatives tied to interest rates, including through options tied to the shape of the U.S. interest rate curve, can be extremely volatile. The value of such investments may fluctuate rapidly based on a variety of factors, including overall market movements; economic events and policies; changes in interest rates or inflation rates; changes in monetary and exchange control programs; war; acts of terrorism; natural disasters; and technological developments. A Fund is expected to benefit from the options it holds if long-term U.S. interest rates rise during the time period in which the Fund holds the options. However, if long-term U.S. interest rates decrease, the Fund will lose money on the options, up to the amount invested in option premiums, and underperform an otherwise identical bond fund that had not used such options. Rate-linked derivatives may lose money if interest rates change in a manner not anticipated by the Adviser. An increase in interest rates may cause the value of securities held directly or indirectly by a Fund to decline to the extent that such Fund’s hedging strategy is not effectively implemented. Even if a Fund is hedged against losses due to long-term interest rate increases linked to U.S. interest rates, outright interest rate increases may also lead to heightened volatility in the fixed-income markets and may positively affect the value of a Fund’s options while negatively impacting such Fund’s investments in U.S. Treasuries. A Fund could lose money on the options held by such Fund, and the present value of such Fund’s portfolio investments could decrease if inflation increases. These interest rate-linked options may also cause a Fund’s net asset value and returns to be more volatile and expose the Fund to increased counterparty risk. Fluctuations in the U.S. interest rate curve or the price of the options owned by a Fund could materially adversely affect an investment in the Fund. A Fund’s investments in options are not intended to mitigate duration and credit risk or other factors influencing the price of U.S. government bonds, which may have a greater impact on the bonds’ returns than interest rate risk. Moreover, to the extent that interest rate risk has been priced into the government bonds owned directly or indirectly by a Fund, such Fund could underperform other investments even during periods of rising long-term U.S. interest rates. There is no guarantee that a Fund will have positive performance even in environments of sharply rising U.S. interest rates. There is no guarantee that a Fund will be able to successfully mitigate interest rate risk. |
| ● | Rating Agencies Risk. Ratings are not an absolute standard of quality, but rather general indicators that reflect only the view of the originating rating agencies from which an explanation of the significance of such ratings may be obtained. There is no assurance that a particular rating will continue for any given period of time or that any such rating will not be revised downward or withdrawn entirely if, in the judgment of the agency establishing the rating, circumstances so warrant. A downward revision or withdrawal of such ratings, or either of them, may have an effect on the liquidity or market price of the securities in which the Funds or Underlying Funds invest. |
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| ● | Reinvestment Risk. Reinvestment risk is the risk that income from the Funds’ portfolios will decline if and when the Fund reinvests the proceeds from the disposition of portfolio securities at market interest rates that are below the portfolio’s current earnings rate. A decline in income could negatively affect the market price of a Fund’s Shares. |
| ● | Reverse Repurchase Agreements Risk. Reverse repurchase agreements involve the sale of securities held by a Fund subject to an agreement to repurchase them at a mutually agreed upon date and price (including interest). A Fund may enter these transactions when the Adviser expects the return to be earned from the investment of the transaction proceeds to be greater than the interest expense of the transaction. Reverse repurchase agreements may also be entered into as a temporary measure for emergency purposes or to meet redemption requests. |
Reverse repurchase agreements are a form of secured borrowing and subject a Fund to the risks associated with leverage, including exposure to potential gains and losses in excess of the amount invested, resulting in an increase in the speculative character of the Fund’s outstanding shares. If the securities held by a Fund decline in value while these transactions are outstanding, the NAV of a Fund’s outstanding shares will decline in value by proportionately more than the decline in value of the securities. In addition, reverse repurchase agreements involve the risk that the investment return earned by a Fund (from the investment of the proceeds) will be less than the interest expense of the transaction, that the market value of the securities sold by a Fund will decline below the price the Fund is obligated to pay to repurchase the securities, and that the other party may fail to return the securities in a timely manner or at all.
When a Fund enters into a reverse repurchase agreement, it is subject to the risk that the buyer under the agreement may file for bankruptcy, become insolvent or otherwise default on its obligations to the Fund. In the event of a default by the counterparty, there may be delays, costs and risks of loss involved in a Fund’s exercising its rights under the agreement, or those rights may be limited by other contractual agreements or obligations or by applicable law. Such an insolvency may result in a loss equal to the amount by which the value of the securities or other assets sold by the Fund exceeds the repurchase price payable by the Fund; if the value of the purchased securities or other assets increases during such a delay, that loss may also be increased. A Fund could lose money if it is unable to recover the securities or if the value of investments made by the Fund using the proceeds of the transaction is less than the value of securities. When a Fund enters into a reverse repurchase agreement, it must identify on its books cash or liquid assets that have a value equal to or greater than the repurchase price.
| ● | Risk of Investing in the United States. A decrease in imports or exports, changes in trade regulations, inflation and/or an economic recession in the U.S. may have a material adverse effect on the U.S. economy and the securities listed on U.S. exchanges. Proposed and adopted policy and legislative changes in the U.S. are changing many aspects of financial, commercial, public health, environmental, and other regulation and may have a significant effect on U.S. markets generally, as well as on the value of certain securities. Governmental agencies project that the U.S. will continue to maintain elevated public debt levels for the foreseeable future. Although elevated debt levels do not necessarily indicate or cause economic problems, elevated public debt service costs may constrain future economic growth. Circumstances could arise that could prevent the timely payment of interest or principal on U.S. government debt, such as reaching the legislative “debt ceiling.” Such non-payment would result in substantial negative consequences for the U.S. economy and the global financial system. |
If U.S. relations with certain countries deteriorate, it could adversely affect U.S. issuers, as well as non-U.S. issuers that rely on the U.S. for trade. The U.S. has also experienced increased internal unrest and discord. If these trends were to continue, it may have an adverse impact on the U.S. economy and the issuers in which any of the Funds invest.
| ● | Securities Lending Risk. Each Fund may seek to increase its income by lending portfolio securities to institutions, such as certain broker-dealers. Portfolio securities loans are secured continuously by collateral maintained on a current basis at an amount at least equal to the market value of the securities loaned. The value of the securities loaned by a Fund will not exceed 33 1⁄3% of the value of the Fund’s total assets. A Fund may experience a loss or delay in the recovery of its securities if the borrowing institution breaches its agreement with the Fund. Lending a Fund’s portfolio securities involves the risk of delay in receiving additional collateral if the value of the securities goes up while they are on loan. A Fund may lose money from securities lending if, for example, it is delayed in or prevented from selling the collateral or from recovering the securities loaned or if it incurs losses on the reinvestment of cash collateral. |
| ● | Shorting U.S. Treasury Securities Risk. With the exception of the F/m Ultrashort TIPS Fund, the Funds may seek inverse or “short” exposure through financial instruments such as U.S. Treasury securities, which would cause the Funds to be exposed to certain risks associated with selling short. Changes in interest rates or market conditions can cause the price of U.S. Treasury securities to move against the Funds’ position, potentially resulting in substantial losses. Short positions often involve leverage, which can magnify both gains and losses. Small adverse movements in Treasury security prices may result in larger losses than the initial capital invested. Unlike long positions, losses on short positions can theoretically be unlimited if the price of the Treasury security continues to rise. During periods of market stress or reduced liquidity, it may be challenging to cover short positions, leading to forced covering at unfavorable prices. U.S. Treasury prices are highly sensitive to changes in interest rates. A decrease in yields (increase in prices) could result in significant losses for short positions. Shorting typically requires borrowing securities, which involves reliance on the availability of lenders and custodians. The failure of a counterparty to deliver the securities may impact a Fund’s ability to execute its investment strategy. Borrowing U.S. Treasury securities for shorting purposes incurs costs that can erode returns. These costs may increase during periods of high demand or limited supply. Changes in government policies or regulatory frameworks governing short sales of U.S. Treasury securities could adversely impact the ability to execute or maintain short positions. Short positions are subject to margin requirements. If the market moves against the position, a Fund may need to deposit additional collateral to meet margin calls, potentially at an inconvenient time. |
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| ● | Swaps Risk. Swap agreements, including total return swaps that may be referred to as contracts for difference, are two-party contracts entered into for periods ranging from a few days to more than one year. In a standard “swap” transaction, two parties agree to exchange the value(s) or cash flow(s) of one asset for another over a certain period of time. Swap agreements involve the risk that the party with whom a Fund has entered into the swap will default on its obligation to pay the Fund and the risk that the Fund will not be able to meet its obligations to pay the other party to the agreement. Swap agreements may also involve the risk that there is an imperfect correlation between the return on a Fund’s obligation to its counterparty and the return on the referenced asset. In addition, swap agreements are subject to market and illiquidity risk, leverage risk and hedging risk. |
| ● | Tracking Error Risk. The F/m Ultrashort TIPS Fund may be subject to tracking error, which is the divergence of a Fund’s performance from that of its Underlying Index. Tracking error may occur because of differences between the securities and other instruments held in a Fund’s portfolio and those included in the corresponding Underlying Index, pricing differences, transaction costs incurred by the Fund, the Fund’s holding of uninvested cash, differences in timing of the accrual of or the valuation of distributions, the requirements to maintain pass-through tax treatment, portfolio transactions carried out to minimize the distribution of capital gains to shareholders, acceptance of custom baskets, changes to the Underlying Index or the costs to the Fund of complying with various new or existing regulatory requirements. This risk may be heightened during times of increased market volatility or other unusual market conditions. Tracking error also may result because a Fund incurs fees and expenses, while its Underlying Index does not. |
| ● | Trading Halt Risk. An exchange or market may close or issue trading halts on specific securities, or the ability to buy or sell certain securities or financial instruments may be restricted, which may result in a Fund being unable to buy or sell certain securities or financial instruments. In such circumstances, a Fund may be unable to rebalance its portfolio, may be unable to accurately price its investments and/or may incur substantial trading losses. |
| ● | Underlying Funds Risk. Investing in Underlying Funds may result in duplication of expenses, including advisory fees, in addition to a Fund’s own expenses. The risk of owning an Underlying Fund generally reflects the risks of owning the underlying investments the Underlying Fund holds. Each Fund may incur brokerage fees in connection with its purchase of ETF shares. When a Fund invests in an Underlying Fund, the Fund will be subject to substantially the same risks as those associated with the direct ownership of securities comprising the Underlying Fund or index on which the ETF is based and the value of the Fund’s investments will fluctuate in response to the performance and risks of the underlying investments or index. In addition to the brokerage costs associated with the Underlying Fund’s purchase and sale of the underlying securities, ETFs incur fees that are separate from those of a Fund. As a result, a Fund’s shareholders will indirectly bear a proportionate share of the operating expenses of the ETFs, in addition to Fund expenses. The 1940 Act and the related rules and regulations adopted thereunder impose conditions on investment companies that invest in other investment companies. Section 12(d)(1)(A) of the 1940 Act prohibits a fund from (i) acquiring more than 3% of the voting shares of any one investment company, (ii) investing more than 5% of its total assets in any one investment company, and (iii) investing more than 10% of its total assets in all investment companies combined. Rule 12d1-4 under the 1940 Act permits registered investment companies to acquire securities of another investment company in excess of these amounts subject to certain conditions, including limits on control and voting of acquired funds’ shares, evaluations and findings by investment advisers, fund investment agreements, and limits on most three-tier fund structures. |
| ● | U.S. Treasury Obligations Risk. While U.S. Treasury obligations are backed by the “full faith and credit” of the U.S. Government, such securities are nonetheless subject to credit risk (i.e., the risk that the U.S. Government may be, or be perceived to be, unable or unwilling to honor its financial obligations, such as making payments). Securities issued or guaranteed by federal agencies or authorities and U.S. Government-sponsored instrumentalities or enterprises may or may not be backed by the full faith and credit of the U.S. Government. U.S. Treasury obligations may differ from other securities in their interest rates, maturities, times of issuance and other characteristics and may provide relatively lower returns than those of other securities. Similar to other issuers, changes to the financial condition or credit rating of the U.S. government may cause the value of the Fund’s U.S. Treasury obligations to decline. |
| ● | Valuation Risk. The prices provided by the Funds’ pricing services or independent dealers or the fair value determinations made by the valuation committee of the Adviser may be different from the prices used by other funds or from the prices at which securities are actually bought and sold. The prices of certain securities provided by pricing services may be subject to frequent and significant change, and will vary depending on the information that is available. |
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Additional Information About Non-Principal Risks of the Funds. This section provides additional information regarding certain non-principal risks of investing in the Funds. The risks listed below could have a negative impact on any of the Funds’ performance and trading prices.
| ● | Costs of Buying or Selling Shares Risk. Investors buying or selling Shares of a Fund in the secondary market will pay brokerage commissions or other charges imposed by brokers, as determined by that broker. Brokerage commissions are often a fixed amount and may be a significant proportional cost for investors seeking to buy or sell relatively small amounts of the Funds’ Shares. In addition, secondary market investors will also incur the cost of the difference between the price at which an investor is willing to buy a Fund’s Shares (the “bid” price) and the price at which an investor is willing to sell a Fund’s Shares (the “ask” price). This difference in bid and ask prices is often referred to as the “spread” or “bid/ask spread.” The bid/ask spread varies over time for a Fund’s Shares based on trading volume and market liquidity, and is generally lower if a Fund’s Shares have more trading volume and market liquidity and higher if a Fund’s Shares have little trading volume and market liquidity. Further, a relatively small investor base in a Fund, asset swings in a Fund and/or increased market volatility may cause increased bid/ask spreads. Due to the costs of buying or selling a Fund’s Shares, including bid/ ask spreads, frequent trading of a Fund’s Shares may significantly reduce investment results and an investment in a Fund’s Shares may not be advisable for investors who anticipate regularly making small investments. |
| ● | Large Shareholder and Large-Scale Redemption Risk. Certain shareholders, including an Authorized Participant, a third-party investor, the Funds’ Adviser or an affiliate of the Funds’ Adviser, a market maker, or another entity, may from time to time own or manage a substantial amount of Fund Shares or may invest in any of the Funds and hold their investment for a limited period of time. These shareholders may also pledge or loan Fund Shares (to secure financing or otherwise), which may result in the Shares becoming concentrated in another party. There can be no assurance that any large shareholder or large group of shareholders would not redeem their investment or that the size of any of the Funds would be maintained. Redemptions of a large number of Fund Shares by these shareholders may adversely affect a Fund’s liquidity and net assets. To the extent a Fund permits redemptions in cash, these redemptions may force the Fund to sell portfolio securities when it might not otherwise do so, which may negatively impact the Fund’s NAV, have a material effect on the market price of the Shares and increase the Fund’s brokerage costs and/or accelerate the realization of taxable income and/or gains and cause the Fund to make taxable distributions to its shareholders earlier than the Fund otherwise would have. In addition, under certain circumstances, non-redeeming shareholders may be treated as receiving a disproportionately large taxable distribution during or with respect to such tax year. The Fund also may be required to sell its more liquid Fund investments to meet a large redemption, in which case the Fund’s remaining assets may be less liquid, more volatile, and more difficult to price. To the extent these large shareholders transact in shares on the secondary market, such transactions may account for a large percentage of the trading volume for the Shares of a Fund and may, therefore, have a material upward or downward effect on the market price of the Fund Shares. In addition, large purchases of Fund Shares may adversely affect a Fund’s performance to the extent that a Fund is delayed in investing new cash and is required to maintain a larger cash position than it ordinarily would, diluting its investment returns. |
| ● | Legal and Regulatory Change Risk. The regulatory environment for investment companies is evolving, and changes in regulation may adversely affect the value of any of the Funds’ investments and each Fund’s ability to pursue its trading strategy. In addition, the securities markets are subject to comprehensive statutes and regulations. The SEC and other regulators and self-regulatory organizations and exchanges are authorized to take extraordinary actions in the event of market emergencies. The effect of any future regulatory change on the Funds could be substantial and adverse. |
| ● | RIC Compliance Risk. Each of the Funds has elected to be, and intends to qualify each year for treatment as, a RIC under Subchapter M of Subtitle A, Chapter 1, of the Code. To continue to qualify for federal income tax treatment as a RIC, a Fund must meet certain source-of-income, asset diversification and annual distribution requirements. If for any taxable year a Fund fails to qualify for the special federal income tax treatment afforded to RICs, all of that Fund’s taxable income will be subject to federal income tax at regular corporate rates (without any deduction for distributions to its shareholders) and its income available for distribution will be reduced. Under certain circumstances, a Fund could cure a failure to qualify as a RIC, but in order to do so, that Fund could incur significant Fund-level taxes and could be forced to dispose of certain assets. |
| ● | Temporary Investments. Each of the Funds may depart from its principal investment strategy in response to adverse market, economic, political or other conditions by taking a temporary defensive position (up to 100% of its assets) in all types of money market and short-term debt securities. If a Fund were to take a temporary defensive position, it may be unable for a time to achieve its investment objective. |
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Disclosure of Portfolio Holdings
The Funds’ entire portfolio holdings are publicly disseminated each day the Funds are open for business through the Funds’ website, as specified in the Funds’ Summary Prospectuses to be located at www.ustreasuryetf.com for the F/m Ultrashort TIPS Fund and www.fminvest.com for each of the other Funds. The Funds’ portfolio holdings also may be made available through financial reporting and news services or any other medium, including publicly available internet web sites. Additional information regarding the Funds’ policies and procedures with respect to the disclosure of the Funds’ portfolio securities is available in the Funds’ Statement of Additional Information (“SAI”).
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MANAGEMENT OF THE FUNDS
The Board of Directors (the “Board”) of The RBB Fund, Inc. (the “Company”), of which the Funds are each a series, is responsible for supervising the operations and affairs of the Funds. The Adviser is responsible for the daily management and administration of the Funds’ operations.
Investment Adviser
The investment adviser for each Fund is F/m Investments LLC (the “Adviser”). The Adviser is located at 3050 K Street NW, Suite 201, Washington, DC 20007. Three officers of the Company own an indirect, minority interest in the Adviser. The Adviser is a majority owned subsidiary of F/m Managers Group, LLC (“FMG”), which is a wholly owned subsidiary of 1251 Capital, which is a financial services holding company. Subject to the overall supervision of the Board, the Adviser manages the overall investment operations of each Fund in accordance with the Fund’s investment objective and policies and formulates a continuing investment strategy for the Fund pursuant to the terms of investment advisory agreement between the Company and the Adviser (the “Advisory Agreement”). Under the terms of the Advisory Agreement, each Fund pays the Adviser a unitary management fee that is computed and paid monthly at an annual rate of 0.25%-0.50% (please see chart below) of each Fund’s average daily net assets during the month. From the unitary management fee, the Adviser pays most of the expenses of the Funds, including the cost of transfer agency, custody, fund administration, legal, audit and other services. However, under the Advisory Agreement, the Adviser is not responsible for interest expenses, brokerage commissions and other trading expenses, taxes and other extraordinary costs such as litigation and other expenses not incurred in the ordinary course of business.
No information regarding the advisory fees paid by the Funds is currently available, as the Funds have not commenced operations as of the date of this Prospectus.
The Adviser will receive an advisory fee from each Fund at an annual rate of each Fund’s average daily net assets as indicated in the following table:
| Contractual Advisory Fee | |
| F/m Ultrashort Treasury Inflation-Protected (TIPS) ETF | 0.25% |
| F/m Yield Curve Steepening Strategy ETF | 0.50% |
| F/m Yield Curve Flattening Strategy ETF | 0.50% |
| F/m Rising Interest Rates Strategy ETF | 0.50% |
| F/m Falling Interest Rates Strategy ETF | 0.50% |
The Adviser’s Investment Management Team
Peter Baden, Alexander Morris, and Marcin Zdunek serve as each Fund’s portfolio managers and are jointly responsible for the portfolio management decisions for the Funds.
Peter Baden
Peter Baden is the Managing Director and Director of Fixed Income Strategy for the Adviser. Mr. Baden has over 25 years of investment management experience, encompassing portfolio management, mergers and acquisitions, financial institutions, and credit analysis. Prior to joining the Adviser in 2020, Mr. Baden joined a predecessor firm in 2005 to launch the firm’s effort to build customized fixed income portfolios for high net-worth clients. Prior to joining the predecessor firm, Mr. Baden worked on the mergers and acquisitions team at Star Banc (now US Bancorp) acquiring and integrating multiple banks and savings and loan associations. In the trust department of Star Banc, he managed the REIT allocation for a mutual fund and analyzed US and international bank, insurance, and financial companies, as well as municipalities. Previously, at Pacholder Associates, Mr. Baden managed money market assets in multiple portfolios, and designed and developed proprietary portfolio systems and models for distressed companies, collateralized bond obligations, and legal settlement pools. Mr. Baden has extensive experience with resolution and liquidation for distressed portfolios including experience with the Resolution Trust Corporation.
Alexander Morris
Alexander Morris is the Chief Executive Officer of the Adviser. Mr. Morris has over 15 years of investment management experience, encompassing portfolio management, trading, mergers and acquisitions, financial institutions, and security analysis, and has served in a number of senior management roles for various financial institutions. He founded the Adviser in 2019 and has served as its President and Chief Investment Officer since its inception. Prior to founding the Adviser, Mr. Morris founded Rowhouse Capital Partners LLC, a boutique strategic advisory firm to financial institutions and previously served as in various capital markets and corporate development roles with Fortigent LLC (“Fortigent”), a family office services provider and asset manager, as well as with LPL Financial which acquired Fortigent in 2012. Prior to Fortigent, Mr. Morris served in various analysis roles for financial institutions.
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Marcin Zdunek
Mr. Zdunek is the Managing Director, Head of Capital Markets & Portfolio Manager for the Adviser. He joined the Adviser in November 2020 when his prior firm, First Western Capital Management (“First Western”), was acquired. Prior to joining First Western in 2007, Mr. Zdunek was a Supervisor in Fixed Income and Equity Trading at AIG Global Investment Group. Mr. Zdunek’s prior positions included Senior Fixed Income Trade Support Specialist at Alliance Capital Management and a Fixed Income Associate/Supervisor at Morgan Stanley.
The SAI provides additional information about the compensation of each Portfolio Manager, other accounts managed by them, and their ownership of Shares of the Funds.
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HOW TO BUY AND SELL SHARES
Each of the Funds issue and redeem its Shares at NAV only in Creation Units. Only APs may acquire Shares directly from each Fund, and only APs may tender their Shares for redemption directly to each Fund, at NAV. APs must be (i) a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of the National Securities Clearing Corporation, a clearing agency that is registered with the SEC; or (ii) a DTC participant (as discussed below). In addition, each AP must execute a Participant Agreement that has been agreed to by the Distributor, and that has been accepted by the Transfer Agent, with respect to purchases and redemptions of Creation Units. Once created, Shares trade in the secondary market in quantities less than a Creation Unit.
Investors can only buy and sell Shares in secondary market transactions through brokers. Shares are listed for trading on the secondary market on a national securities exchange (the “Exchange”) and can be bought and sold throughout the trading day like other publicly traded securities.
When buying or selling a Fund’s 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 a Fund’s Shares are beneficial owners as shown on the records of DTC or its participants. DTC serves as the securities depository for all Funds’ 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 a Fund’s Shares, you are not entitled to receive physical delivery of stock certificates or to have a Fund’s Shares registered in your name, and you are not considered a registered owner of a Fund’s Shares. Therefore, to exercise any right as an owner of a Fund’s 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.
Share Trading Prices on the Exchange
Trading prices of the Funds’ Shares on the Exchange may differ from the Fund’s daily NAV. Market forces of supply and demand, economic conditions and other factors may affect the trading prices of Shares. To provide additional information regarding the indicative value of each Fund’s Shares, the Exchange or a market data vendor disseminates information every 15 seconds through the facilities of the Consolidated Tape Association, or other widely disseminated means, including an updated “intraday indicative value” (“IIV”) for each Fund’s Shares as calculated by an information provider or market data vendor. The Funds are neither involved in nor responsible for any aspect of the calculation or dissemination of the IIVs and make no representation or warranty as to the accuracy of the IIVs. If the calculation of the IIV is based on the basket of Deposit Securities, such IIV may not represent the best possible valuation of the Funds’ portfolios because the basket of Deposit Securities does not necessarily reflect the precise composition of the current portfolio of any Fund at a particular point in time. The IIV should not be viewed as a “real-time” update of each Fund’s NAV because the IIV may not be calculated in the same manner as the NAV, which is computed only once a day, typically at the end of the business day. The IIV is generally determined by using both current market quotations and/or price quotations obtained from broker-dealers that may trade in the Deposit Securities.
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Frequent Purchases and Redemptions of Shares
The Funds impose no restrictions on the frequency of purchases and redemptions of the Funds’ Shares. In determining not to approve a written, established policy, the Board evaluated the risks of market timing activities by any of the Funds’ shareholders. Purchases and redemptions by APs, who are the only parties that may purchase or redeem any Fund’s Shares directly with a Fund, are an essential part of the ETF process and help keep share trading prices in line with NAV. As such, the Funds accommodate frequent purchases and redemptions by APs. However, the Board has also determined that frequent purchases and redemptions for cash may increase tracking error and portfolio transaction costs and may lead to the realization of capital gains or losses. To minimize these potential consequences of frequent purchases and redemptions, the Funds employ fair value pricing and impose transaction fees on purchases and redemptions of Creation Units to cover the custodial and other costs incurred by any of the Funds in effecting trades. In addition, the Funds reserve the right to reject any purchase order at any time.
Determination of Net Asset Value
Each Fund’s NAV is calculated as of the scheduled close of regular trading on the NYSE, generally at 4:00 p.m. Eastern Time, each day the NYSE is open for business. The NAV for each Fund is calculated by dividing that Fund’s net assets by its Shares outstanding.
In calculating its NAV, each Fund generally values its assets on the basis of market quotations, last sale prices, or estimates of value furnished by a pricing service or brokers who make markets in such instruments. If such information is not available for a security held by a Fund or is determined to be unreliable, the security will be valued at fair value estimates by the Funds’ Valuation Designee (defined below), under guidelines established by the Board.
Fair Value Pricing
The Board has adopted a pricing and valuation policy for use by each Fund and its Valuation Designee in calculating the Fund’s NAV. Pursuant to Rule 2a-5 under the 1940 Act, each Fund has designated the Adviser as its “Valuation Designee” to perform all of the fair value determinations as well as to perform all of the responsibilities that may be performed by the Valuation Designee in accordance with Rule 2a-5. The Valuation Designee is authorized to make all necessary determinations of the fair values of portfolio securities and other assets for which market quotations are not readily available or if it is deemed that the prices obtained from brokers and dealers or independent pricing services are unreliable. Relying on prices supplied by pricing services or dealers or using fair valuation involves the risk that the values used by a Fund to price its investments may be higher or lower than the values used by other investment companies and investors to price the same investments.
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DIVIDENDS, DISTRIBUTIONS, AND TAXES
Dividends and Distributions
Each Fund will distribute substantially all of its net investment income and net realized capital gains, if any, to its shareholders. Each Fund expects to declare and pay distributions, if any, monthly, however it may declare and pay distributions more or less frequently. Net realized capital gains (including net short-term capital gains), if any, will be distributed by each Fund at least annually.
Dividend Reinvestment Service
Brokers may make the DTC book-entry dividend reinvestment service available to their customers who own a Fund’s Shares. If this service is available and used, dividend distributions of both income and capital gains will automatically be reinvested in additional whole Shares of that Fund purchased on the secondary market. Without this service, investors would receive their distributions in cash. In order to achieve the maximum total return on their investments, investors are encouraged to use the dividend reinvestment service. To determine whether the dividend reinvestment service is available and whether there is a commission or other charge for using this service, consult your broker. Brokers may require a Fund’s shareholders to adhere to specific procedures and timetables.
Taxes
As with any investment, you should consider how your investment in shares of a Fund will be taxed. The tax information in this Prospectus is provided as general information. Except where otherwise indicated, the discussion relates to investors who are individual United States citizens or residents. You should consult your own tax professional about the tax consequences of an investment in a Fund’s Shares.
Unless your investment in a Fund’s 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: (i) a Fund makes distributions; (ii) you sell your Shares listed on the Exchange; and (iii) you purchase or redeem Creation Units.
Taxes on Distributions
For federal income tax purposes, distributions of investment income are generally taxable as ordinary income or qualified dividend income. Taxes on distributions of capital gains (if any) are determined by how long a Fund owned the investments that generated them, rather than how long a shareholder has owned his or her Shares of a Fund. Sales of assets held by a Fund for more than one year generally result in long-term capital gains and losses, and sales of assets held by a Fund for one year or less generally result in short-term capital gains and losses. Distributions of a Fund’s net capital gain (the excess of net long-term capital gains over net short-term capital losses) that are reported by that 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. 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 of a Fund.
Shortly after the close of each calendar year, you will be informed of the character of any distributions received from the Funds.
U.S. individuals with income exceeding specified thresholds are subject to a 3.8% Medicare contribution tax on all or a portion of their “net investment income,” which includes interest, dividends, and certain capital gains (including capital gains distributions and capital gains realized on the sale of shares of the Fund). 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 a Fund before your investment (and thus were included in the Shares’ NAV when you purchased your Shares of a Fund). Income from U.S. treasury securities are generally exempt from state and local taxes. Tax-exempt interest income is not included in net investment income for purposes of the federal net investment tax. Distributions paid from any interest income that is not tax-exempt and from any short-term or long-term capital gains will be taxable whether you reinvest those distributions or receive them in cash. Distributions paid from a Fund’s net long-term capital gains, if any, are taxable to you as long- term capital gains, regardless of how long you have held your Shares.
You may wish to avoid investing in a Fund shortly before a dividend or other distribution, because such a distribution will generally be taxable to you even though it may economically represent a return of a portion of your investment. This adverse tax result is known as “buying into a dividend.”
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Taxes When Shares are Sold on the Exchange
For federal income tax purposes, any capital gain or loss realized upon a sale of Shares of a Fund generally is treated as a long-term capital gain or loss if those Shares have been held for more than 12 months and as a short-term capital gain or loss if those Shares have been held for 12 months 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 of a Fund. Any loss realized on a sale will be disallowed to the extent Shares of a Fund are acquired, including through reinvestment of dividends, within a 61-day period beginning 30 days before and ending 30 days after the sale of Shares. If disallowed, the loss will be reflected in an upward adjustment to the basis of the Shares acquired.
IRAs and Other Tax-Qualified Plans
The one major exception to the preceding tax principles is that distributions on and sales of Shares of a Fund held in an IRA (or other tax-qualified plan) will not be currently taxable unless it borrowed to acquire the Shares.
U.S. Tax Treatment of Foreign Shareholders
If you are neither a resident nor a citizen of the United States or if you are a foreign entity, distributions (other than Capital Gain Dividends) paid to you by a Fund will generally be subject to a U.S. withholding tax at the rate of 30%, unless a lower treaty rate applies. The Funds 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.
Foreign shareholders will generally not be subject to U.S. tax on gains realized on the sale of Funds’ Shares, except that a nonresident alien individual who is present in the United States for 183 days or more in a calendar year will be taxable on such gains and on capital gain dividends from the Fund.
However, if a foreign investor conducts a trade or business in the United States and the investment in a Fund is effectively connected with that trade or business, then the foreign investor’s income from that Fund will generally be subject to U.S. federal income tax at graduated rates in a manner similar to the income of a U.S. citizen or resident.
The Funds are generally required to withhold 30% on certain payments to shareholders that are foreign entities and that fail to meet prescribed information reporting or certification requirements.
All foreign investors should consult their own tax advisors regarding the tax consequences in their country of residence of an investment in any of the Funds.
Backup Withholding
Each Fund (or a financial intermediary, such as a broker, through which a shareholder owns Shares of a Fund) generally is required to withhold and remit to the U.S. Treasury a percentage of the taxable distributions and sale or redemption 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 he, she or it is not subject to such backup withholding. The current backup withholding rate is 24%.
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 market value of the Creation Units at the time of the exchange and the sum of the AP’s aggregate basis in the securities surrendered plus the amount of cash paid for such Creation Units. The Internal Revenue Service (“IRS”), however, may assert that a loss realized upon an exchange of securities for Creation Units cannot be deducted currently under the rules governing “wash sales,” or on the basis that there has been no significant change in economic position. Any gain or loss realized by an AP upon a creation of Creation Units will be treated as capital gain or loss if the AP holds the securities exchanged therefor as capital assets, and otherwise will be ordinary income or loss. Any capital gain or loss realized upon the creation of Creation Units will generally be treated as long-term capital gain or loss if the securities exchanged for such Creation Units have been held by the AP for more than 12 months, and otherwise will be short-term capital gain or loss.
The Company on behalf of the Funds has the right to reject an order for a purchase of Creation Units if the AP (or a group of APs) would, upon obtaining the Creation Units so ordered, own 80% or more of the outstanding Shares of any of the Funds and if, pursuant to Section 351 of the Code, any of the Funds would have a basis in the securities different from the market value of such securities on the date of deposit. The Company also has the right to require information necessary to determine beneficial Share ownership for purposes of the 80% determination. If a Fund does issue Creation Units to an AP (or group of APs) that would, upon obtaining the Creation Units so ordered, own 80% or more of the outstanding Shares of a Fund, the AP (or group of APs) may not recognize gain or loss upon the exchange of securities for Creation Units.
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An AP who redeems Creation Units will generally recognize a gain or loss equal to the difference between the sum of the aggregate market value of any securities received plus the amount of any cash received for such Creation Units and the AP’s basis in the Creation Units. Any gain or loss realized by an AP upon a redemption of Creation Units will be treated as capital gain or loss if the AP holds the Shares comprising the Creation Units as capital assets, and otherwise will be ordinary income or loss. Any capital gain or loss realized upon the redemption of Creation Units will generally be treated as long-term capital gain or loss if the Shares comprising the Creation Units have been held by the AP for more than 12 months, and otherwise will generally be short-term capital gain or loss. Any capital loss realized upon a redemption of Creation Units held for six months or less will be treated as a long-term capital loss to the extent of any amounts treated as distributions to the applicable AP of long-term capital gains with respect to the Creation Units (including any amounts credited to the AP as undistributed capital gains).
The Funds 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 Funds may sell portfolio securities to obtain the cash needed to distribute redemption proceeds. This may cause a 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, a Fund may be less tax efficient if it includes such a cash payment in the proceeds paid upon the redemption of Creation Units.
Persons purchasing or redeeming Creation Units should consult their own tax advisers with respect to the tax treatment of any creation or redemption transaction.
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The foregoing discussion summarizes some of the possible consequences under current federal tax law of an investment in the Funds. It is not a substitute for personal tax advice. You also may be subject to state and local tax on a Fund’s distributions and sales of shares of a Fund. Consult your personal tax advisor about the potential tax consequences of an investment in Shares of the Funds under all applicable tax laws. For more information, please see the section entitled “DIVIDENDS, DISTRIBUTIONS, AND TAXES” in the SAI.
DISTRIBUTION
The Distributor, Quasar Distributors, LLC, is a broker-dealer registered with the SEC. The Distributor distributes Creation Units for 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 111 East Kilbourn Avenue, Suite 2200, Milwaukee, Wisconsin 53202.
ADDITIONAL CONSIDERATIONS
Payments to Financial Intermediaries
The Adviser and its affiliates, out of their own resources and without additional cost to the Funds or their shareholders, may pay intermediaries, including affiliates of the Adviser, for the sale of Funds’ Shares and related services, including participation in activities that are designed to make intermediaries more knowledgeable about exchange traded products. Payments are generally made to intermediaries that provide shareholder servicing, marketing and related sales support, educational training or support, or access to sales meetings, sales representatives and management representatives of the intermediary. Payments may also be made to intermediaries for making Shares of the Funds available to their customers generally and in investment programs. The Adviser and its affiliates may also reimburse expenses or make payments from their own resources to intermediaries in consideration of services or other activities the Adviser believes may facilitate investment in the Fund.
The possibility of receiving, or the receipt of, the payments described above may provide intermediaries or their salespersons with an incentive to favor sales of Shares of any of the Funds, and other funds whose affiliates make similar compensation available, over other investments that do not make such payments. Investors may wish to take such payment arrangements into account when considering and evaluating any recommendations relating to the Fund and other ETFs.
Premium/Discount Information
Information regarding how often each of the Fund’s Shares traded on the Exchange at a price above (i.e., at a premium) or below (i.e., at a discount) the NAV is available, free of charge, on each applicable Funds’ website, which is listed in each Fund’s Summary Prospectus. The F/m Ultrashort TIPS Fund’s website is www.ustreasuryetf.com. For all of the other Funds, information can be found at www.fminvest.com.
Continuous Offering
The method by which Creation Units are purchased and traded may raise certain issues under applicable securities laws. Because new Creation Units are issued and sold by the Fund on an ongoing basis, at any point a “distribution,” as such term is used in the Securities Act of 1933, as amended (the “Securities Act”), may occur. Broker-dealers and other persons are cautioned that some activities on their part may, depending on the circumstances, result in their being deemed participants in a distribution in a manner which could render them statutory underwriters and subject them to the Prospectus delivery and liability provisions of the Securities Act.
For example, a broker-dealer firm or its client may be deemed a statutory underwriter if it takes Creation Units after placing an order with the Distributor, breaks them down into individual Shares, and sells such Shares directly to customers, or if it chooses to couple the creation of a supply of new Shares with an active selling effort involving solicitation of secondary market demand for Shares. A determination of whether one is an underwriter for purposes of the Securities Act must take into account all the facts and circumstances pertaining to the activities of the broker-dealer or its client in the particular case, and the examples mentioned above should not be considered a complete description of all the activities that could lead to categorization as an underwriter.
Broker-dealer firms should also note that dealers who are not “underwriters” but are effecting transactions in Shares, whether or not participating in the distribution of Shares, are generally required to deliver a prospectus. This is because the prospectus delivery exemption in Section 4(a)(3) of the Securities Act is not available with respect to such transactions as a result of Section 24(d) of the 1940 Act. As a result, broker dealer-firms should note that dealers who are not underwriters but are participating in a distribution (as contrasted with ordinary secondary market transactions) and thus dealing with Funds’ Shares that are part of an over-allotment within the meaning of Section 4(a)(3)(a) of the Securities Act would be unable to take advantage of the prospectus delivery exemption provided by Section 4(a)(3) of the Securities Act. Firms that incur a prospectus delivery obligation with respect to Shares of the Funds are reminded that under Rule 153 of the Securities Act, a prospectus delivery obligation under Section 5(b)(2) of the Securities Act owed to an exchange member in connection with a sale on the Exchange is satisfied by the fact that the Funds’ Prospectus is available on the SEC’s electronic filing system. The prospectus delivery mechanism provided in Rule 153 of the Securities Act is only available with respect to transactions on an exchange.
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Additional Information
The Funds enter into contractual arrangements with various parties, including, among others, the Funds’ Adviser, who provides services to the Funds. Shareholders are not parties to, nor intended (or “third party”) beneficiaries of, those contractual arrangements.
The Prospectus and the SAI provide information concerning the Funds that you should consider in determining whether to purchase Shares of any of the Funds. The Funds may make changes to this information from time to time. Neither this Prospectus nor the SAI is intended to give rise to any contract rights or other rights in any shareholder, other than any rights conferred explicitly by federal or state securities laws that may not be waived.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS OR IN THE FUND’S SAI INCORPORATED HEREIN BY REFERENCE, IN CONNECTION WITH THE OFFERING MADE BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ITS DISTRIBUTOR. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING BY THE COMPANY OR BY THE DISTRIBUTOR IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT LAWFULLY BE MADE.
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FINANCIAL HIGHLIGHTS
Financial highlights are not yet available for the Funds as they had not commenced operations prior to the date of this Prospectus.
INVESTMENT ADVISER
F/m Investments LLC
3050 K Street NW, Suite 201
Washington, DC 20007
ADMINISTRATOR AND
TRANSFER AGENT
U.S. Bank Global Fund Services
P.O. Box 701
Milwaukee, Wisconsin 53201-0701
CUSTODIAN
U.S. Bank, N.A.
1555 North River Center Drive, Suite 302
Milwaukee, Wisconsin 53212
UNDERWRITER
Quasar Distributors, LLC
111 East Kilbourn Avenue, Suite 2200
Milwaukee, Wisconsin 53202
COUNSEL
Faegre Drinker Biddle & Reath LLP
One Logan Square, Suite 2000
Philadelphia, Pennsylvania 19103-6996
FOR MORE INFORMATION
For more information about the Funds, the following documents are available free upon request:
Annual/Semiannual Reports
Once available, additional information about the Fund’s investments will be included in the Fund’s annual and semi-annual reports to shareholders. The annual report will contain a discussion of the market conditions and investment strategies that significantly affected each Fund’s performance during its most recently completed fiscal year. For the F/m Ultrashort TIPS Fund, annual reports and semi-annual reports to shareholders will be available at www.ustreasuryetf.com or by calling 1-800-617-0004. For all of the other Funds listed in this Prospectus, the annual reports and semi-annual reports to shareholders will be available at www.fminvest.com or by calling 1-800-617-0004.
Statement of Additional Information
The SAI dated February 14, 2025, provides more details about each Fund and its policies. The current SAI is on file with the SEC and is incorporated by reference into (and is legally a part of) this Prospectus.
TO OBTAIN INFORMATION
The SAI is available, without charge, upon request along with the semiannual and annual reports. To obtain a free copy of the SAI, semiannual or annual reports or if you have questions about the Funds:
By Internet
For the F/m Ultrashort TIPS Fund, go to www.ustreasuryetf.com. For all other Funds listed in this Prospectus, go to www.fminvest.com.
By Telephone
For all Funds listed in this Prospectus, call 1-800-617-0004 or your securities dealer.
By Mail
Write to:
US Benchmark Series Funds
c/o U.S. Bank Global Fund Services
P.O. Box 701
Milwaukee, WI 53201-0701
From the SEC
Information about the Funds (including the SAI) and other information about the Funds are available on the EDGAR Database on the SEC’s Internet site at www.sec.gov, and copies of this information may be obtained, after paying a duplicating fee, by sending an electronic request to publicinfo@sec.gov.
F/m Ultrashort Treasury Inflation-Protected Security (TIPS) ETF (RBIL)
F/m Yield Curve Steepening Strategy ETF (USTP)
F/m Yield Curve Flattening Strategy ETF (UFLT)
F/m Rising Interest Rates Strategy ETF (URIZ)
F/m Falling Interest Rates Strategy ETF (UFAL)
Each a series of The RBB Fund, Inc.
3050 K Street NW, Suite 201
Washington, DC 20007
Statement of Additional Information
Dated February 14, 2025
The F/m Ultrashort Treasury Inflation-Protected (TIPS) ETF, F/m Yield Curve Steepening Strategy ETF, F/m Yield Curve Flattening Strategy ETF, F/m Rising Interest Rates Strategy ETF, or F/m Falling Interest Rates Strategy ETF (each a “Fund” and together the “Funds”) are diversified series of The RBB Fund, Inc. (the “Company”), an open-end management investment company organized as a Maryland corporation on February 29, 1988.
F/m Investments LLC serves as the investment adviser (the “Adviser”) to each Fund.
Information about each Fund is set forth in the prospectus dated February 14, 2025 (the “Prospectus”) and provides the basic information you should know before investing. To obtain a copy of the Prospectus and/or the Fund’s Annual and Semi-Annual Reports (when available), please write to the Fund c/o U.S. Bank Global Fund Services, LLC, 615 East Michigan Street, Milwaukee, WI 53202 or call 800-617-0004. Once available, the financial statements and notes contained in the annual report on Form N-CSR will be incorporated by reference into this SAI. No other part of the annual report will be incorporated by reference herein.
This Statement of Additional Information (“SAI”) is not a prospectus but contains information in addition to and more detailed than that set forth in the Prospectus. It is incorporated by reference in its entirety into the Prospectus. This SAI is intended to provide you with additional information regarding the activities and operations of the Funds and the Company, and it should be read in conjunction with the Prospectus.
Table of Contents
| Fund History | 1 |
| Investment Policies and Practices | 1 |
| Investment Restrictions | 10 |
| Exchange Listing and Trading | 11 |
| Management of the Company | 12 |
| Code of Ethics | 22 |
| Principal Holders | 22 |
| Investment Advisory Agreement | 22 |
| Portfolio Managers | 23 |
| Underwriter | 24 |
| Purchase and Redemption of Creation Units | 24 |
| Portfolio Holdings Information | 31 |
| Determination of Net Asset Value | 32 |
| Dividends, Distributions, and Taxes | 33 |
| Portfolio Transactions and Brokerage | 35 |
| Securities Lending | 36 |
| Proxy Voting Procedures | 36 |
| Payments To Financial Intermediaries | 37 |
| Additional Information Concerning Company Shares | 37 |
| General Information | 38 |
| Financial Statements | 39 |
| Appendix A | A-1 |
| Appendix B | B-1 |
FUND HISTORY
The Company is an open-end management investment company currently consisting of 76 separate portfolios. The Company is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and was organized as a Maryland corporation on February 29, 1988. This SAI pertains to shares of the F/m Ultrashort Treasury Inflation-Protected (TIPS) ETF, F/m Yield Curve Steepening Strategy ETF, F/m Yield Curve Flattening Strategy ETF, F/m Rising Interest Rates Strategy ETF, or the F/m Falling Interest Rates Strategy ETF. F/m Investments LLC (the “Adviser”) serves as the investment adviser to each Fund.
The F/m Yield Curve Steepening Strategy ETF, F/m Yield Curve Flattening Strategy ETF, F/m Rising Interest Rates Strategy ETF and F/m Falling Interest Rates Strategy ETF are actively managed by the Adviser in pursuit of the investment objectives stated in each Fund’s prospectus.
The investment objective of the F/m Ultrashort TIPS Fund is to seek investment results that correspond (before fees and expenses) generally to the price and yield performance of its corresponding benchmark index (“Underlying Index”):
| Fund | Underlying Index |
| F/m Ultrashort TIPS Fund | Bloomberg U.S. Ultrashort TIPS 1-13 Months Total Return Unhedged USD Index (I39232US) |
Each Fund offers and issues shares at its net asset value per share (“NAV”) (“Shares”) only in aggregations of a specified number of Shares (each a “Creation Unit”). Each Fund also generally offers and issues Shares in exchange for a basket of securities (“Deposit Securities”) together with the deposit of a specified cash payment (“Cash Component”). The Company reserves the right to permit or require the substitution of a “cash in lieu” amount (“Deposit Cash”) to be added to the Cash Component to replace any Deposit Security. The shares of the Funds are intended to be listed on a national securities exchange (the “Exchange”), which in the case of the F/m Ultrashort TIPS Fund is the Nasdaq Stock Market, LLC, and trade on the Exchange at market prices. These prices may differ from a Fund’s NAV. The Shares are also redeemable only in Creation Unit aggregations, and generally in exchange for portfolio securities and a specified cash payment. Creation Units generally consist of 10,000 Shares, though this may change from time to time.
Shares of a Fund may be issued in advance of receipt of Deposit Securities subject to various conditions including a requirement to maintain on deposit with the Company cash at least equal to a specified percentage of the market value of the missing Deposit Securities as set forth in the Participant Agreement (as defined below). The Company may impose a transaction fee for each creation or redemption (the “Transaction Fee”). In all cases, such fees will be limited in accordance with the requirements of the Securities and Exchange Commission (the “SEC”) applicable to management investment companies offering redeemable securities. The Funds may charge, either in lieu or in addition to the fixed creation or redemption Transaction Fee, a variable fee for creations and redemptions in order to cover certain brokerage, tax, foreign exchange, execution, market impact and other costs and expenses related to the execution of trades resulting from such transaction, up to a maximum of 2.00% of the NAV per Creation Unit, inclusive of any Transaction Fees charged (if applicable).
INVESTMENT POLICIES AND PRACTICES
The Funds’ investment objectives and principal investment strategies are described in the Prospectus. The sections below describe some of the different types of investments that may be made by the Funds as part of its non-principal investment strategy. The following information supplements, and should be read in conjunction with, the Prospectus.
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With respect to the Funds’ investments, unless otherwise noted, if a percentage limitation on investment is adhered to at the time of investment or contract, a subsequent increase or decrease as a result of market movement or redemption will not result in a violation of such investment limitation.
During unusual economic or market conditions, or for temporary defensive or liquidity purposes, any of the Funds may invest up to 100% of its assets in money market instruments that would not ordinarily be consistent with that Fund’s objective.
There can be no guarantee that the Funds will achieve their investment objectives. The Funds may not necessarily invest in all of the instruments or use all of the investment techniques permitted by the Funds’ Prospectus and this SAI, or invest in such instruments or engage in such techniques to the full extent permitted by the Funds’ investment policies and limitations.
Cash Equivalents and Short-Term Investments
The Funds may invest in cash, cash equivalents, and a variety of short-term instruments in such proportions as warranted by prevailing market conditions and the Funds’ principal investment strategies. The Funds may temporarily invest without limit in such instruments for liquidity purposes, or in an attempt to respond to adverse market, economic, political or other conditions. During such periods, a Fund may not be able to achieve its investment objective.
Short-term instruments include obligations of the U.S. government or its agencies or instrumentalities (see “U.S. Government Securities” below) and, without limitation, the following:
(1) Certificates of Deposit. The Funds may invest in certificates of deposit issued against funds deposited in a bank or savings and loan association. Such certificates are for a definite period of time, earn a specified rate of return, and are normally negotiable. If such certificates of deposit are non-negotiable, they will be considered illiquid investments and be subject to the Fund’s 15% restriction on investments in illiquid investments. Pursuant to the certificate of deposit, the issuer agrees to pay the amount deposited plus interest to the bearer of the certificate on the date specified thereon. Under current FDIC regulations, the maximum insurance payable as to any one certificate of deposit is $250,000; therefore, certificates of deposit purchased by the Fund may not be fully insured.
(2) Bankers’ Acceptances. The Funds may invest in bankers’ acceptances, which are short-term credit instruments used to finance commercial transactions. Generally, an acceptance is a time draft drawn on a bank by an exporter or an importer to obtain a stated amount of funds to pay for specific merchandise. The draft is then “accepted” by a bank that, in effect, unconditionally guarantees to pay the face value of the instrument on its maturity date. The acceptance may then be held by the accepting bank as an asset or it may be sold in the secondary market at the going rate of interest for a specific maturity.
(3) Repurchase Agreements. The Funds may invest in repurchase agreements which involve purchases of debt securities. In such an action, at the time the Fund purchases the security, it simultaneously agrees to resell and redeliver the security to the seller, who also simultaneously agrees to buy back the security at a fixed price and time. This assures a predetermined yield for the Fund during its holding period since the resale price is always greater than the purchase price and reflects an agreed-upon market rate. Such actions afford an opportunity for the Funds to invest temporarily available cash. The Funds may enter into repurchase agreements only with respect to certain obligations. For the Funds, collateral may consist of any fixed income security which is an eligible investment for the Funds entering into the repurchase agreement. The Funds’ custodian will hold the securities underlying any repurchase agreement, or the securities will be part of the Federal Reserve/Treasury Book Entry System. The market value of the collateral underlying the repurchase agreement will be determined on each business day. If at any time the market value of the collateral falls below the repurchase price under the repurchase agreement (including any accrued interest), the Funds will promptly receive additional collateral (so the total collateral is an amount at least equal to the repurchase price plus accrued interest). Repurchase agreements may be considered loans to the seller, collateralized by the underlying securities. The risk to the Funds is limited to the ability of the seller to pay the agreed-upon sum on the repurchase date; in the event of default, the repurchase agreement provides that the Funds are entitled to sell the underlying collateral. If the value of the collateral declines after the agreement is entered into, however, and if the seller defaults under a repurchase agreement when the value of the underlying collateral is less than the repurchase price, the Funds could incur a loss of both principal and interest. The portfolio managers monitor the value of the collateral at the time the action is entered into and at all times during the term of the repurchase agreement. The portfolio managers do so in an effort to determine that the value of the collateral always equals or exceeds the agreed-upon repurchase price to be paid to the Funds. If the seller were to be subject to a federal bankruptcy proceeding, the ability of the Funds to liquidate the collateral could be delayed or impaired because of certain provisions of the bankruptcy laws.
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(4) Bank Time Deposits. The Funds may invest in bank time deposits, which are monies kept on deposit with banks or savings and loan associations for a stated period of time at a fixed rate of interest. There may be penalties for the early withdrawal of such time deposits, in which case the yields of these investments will be reduced.
(5) Eurodollar and Yankee Instruments. The Funds may invest in Eurodollar certificates of deposit issued by foreign branches of U.S. or foreign banks; Eurodollar time deposits, which are U.S. dollar-denominated deposits in foreign branches of U.S. or foreign banks; and Yankee certificates of deposit, which are U.S. dollar-denominated certificates of deposit issued by U.S. branches of foreign banks and held in the United States. In each instance, the Fund may only invest in bank instruments issued by an institution which has capital, surplus and undivided profits of more than $100 million or the deposits of which are insured by the Bank Insurance Fund or the Savings Association Insurance Fund.
(6) Money Market Funds and Short-Term Debt Funds. The Funds may invest in money market funds. The Funds will each bear their proportionate share of the money market fund’s fees and expenses (see “Other Investment Companies” below). The Funds may hold securities of other mutual funds that invest primarily in debt obligations with remaining maturities of 13 months or less.
(7) Reverse Repurchase Agreements. Each Fund may enter into reverse repurchase agreements, which are transactions in which a Fund sells a security and simultaneously agrees to repurchase that security from the seller at an agreed upon price on an agreed upon future date, normally, one to seven days later. The securities subject to the reverse repurchase agreement will be marked-to-market daily.
Reverse repurchase agreements must be continuously collateralized and the collateral must have market value at least equal to the value of the Fund’s loaned securities, plus accrued interest. Reverse repurchase agreements involve the risk that the market value of securities retained in lieu of sale by a Fund may decline below the price of the securities such Fund has sold but is obliged to repurchase. If the buyer of securities under a reverse repurchase agreement files for bankruptcy or becomes insolvent, such buyer or its trustee or receiver may receive an extension of time to determine whether to enforce a Fund’s obligation to repurchase the securities. During that time, a Fund’s use of the proceeds of the reverse repurchase agreement effectively may be restricted. Finally, it is possible that a Fund may not be able to substantiate its interest in the underlying security and may be deemed an unsecured creditor of the other party to the agreement.
Rule 18f-4 under the 1940 Act provides for the regulation of a registered investment company’s use of derivatives and related instruments. Rule 18f-4 prescribes specific value-at-risk leverage limits for certain derivatives users and requires certain derivatives users to adopt and implement a derivatives risk management program (including the appointment of a derivatives risk manager and the implementation of certain testing requirements), and prescribes reporting requirements in respect of derivatives. Subject to certain conditions, if a fund qualifies as a “limited derivatives user,” as defined in Rule 18f-4, it is not subject to the full requirements of Rule 18f-4. With respect to reverse repurchase agreements or other similar financing transactions in particular, including certain tender option bonds, Rule 18f-4 permits a fund to enter into such transactions if the fund either (i) complies with the asset coverage requirements of Section 18 of the 1940 Act, and combines the aggregate amount of indebtedness associated with all reverse repurchase agreements or similar financing transactions with the aggregate amount of any other senior securities representing indebtedness when calculating the relevant asset coverage ratio, or (ii) treats all reverse repurchase agreements or similar financing transactions as derivatives transactions for all purposes under Rule 18f-4. The Funds have adopted procedures for investing in derivatives and other transactions in compliance with Rule 18f-4. Limits or restrictions applicable to the counterparties or issuers, as applicable, with which a Fund may engage in derivative transactions could limit or prevent the Fund from using certain instruments.
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The use of derivatives is also subject to operational and legal risks. Operational risks generally refer to risks related to potential operational issues, including documentation issues, settlement issues, system failures, inadequate controls, and human error. Legal risks generally refer to risks of loss resulting from insufficient documentation, insufficient capacity or authority of a counterparty, or legality or enforceability of a contract.
Illiquid Investments
Pursuant to Rule 22e-4 under the 1940 Act (the “Liquidity Rule”), a Fund may invest up to 15% of its net assets in illiquid investments. An illiquid investment as defined in Rule 22e-4 is an investment that a Fund reasonably expects cannot be sold or disposed of in current market conditions within 7 calendar days or less without the sale or disposition significantly changing the market value of the investment. These investments may include restricted securities and repurchase agreements maturing in more than 7 days. Restricted securities are securities that may not be sold to the public without an effective registration statement under the Securities Act of 1933, as amended (the “1933 Act”), and thus may be sold only in privately negotiated transactions or pursuant to an exemption from registration. Subject to the adoption of guidelines by the Board of Directors of the Company (“Board”), certain restricted securities that may be sold to institutional investors pursuant to Rule 144A under the 1933 Act and non-exempt commercial paper may be determined to be liquid by the Adviser. Illiquid investments involve the risk that the investments will not be able to be sold at the time the Adviser desires or at prices approximating the value at which a Fund is carrying the investments. To the extent an investment held by a Fund is deemed to be an illiquid investment or a less liquid investment, a Fund will be exposed to a greater liquidity risk.
The Company has implemented a liquidity risk management program and related procedures to identify illiquid investments pursuant to Rule 22e-4. If the limitation on illiquid investments is exceeded, the condition will be reported to the Board and, when required by the Liquidity Rule, to the SEC.
On November 2, 2022, the SEC proposed amendments to Rule 22e-4. If adopted as proposed, the proposed amendments would result in changes to the Funds' liquidity classification framework and could potentially increase the percentage of the Funds' investments deemed to be illiquid. In addition, the Funds' operations and investment strategies may be adversely impacted if the proposed amendments are adopted.
Inflation Protected Securities
Each Fund may invest in inflation protected securities. Inflation protected securities are fixed income securities designed to provide protection against the negative effects of inflation. Two structures are common. The U.S. Treasury and some other issuers use a structure that accrues inflation into the principal value of the bond. Most other issuers pay out the inflation accruals as part of a semiannual coupon.
Inflation protected securities issued by the U.S. Treasury (also known as “TIPS”) have maturities of varying durations. The U.S. Treasury securities pay interest on a semi-annual basis, equal to a fixed percentage of the inflation-adjusted principal amount. For example, if a Fund purchased an inflation protected bond with a par value of $1,000 and a 3% real rate of return coupon (payable 1.5% semi-annually), and inflation over the first six months was 1%, the mid-year par value of the bond would be $1,010 and the first semi-annual interest payment would be $15.15 ($1,010 times 1.5%). If inflation during the second half of the year resulted in the whole years’ inflation equaling 3%, the end-of-year par value of the bond would be $1,030 and the second semi-annual interest payment would be $15.45 ($1,030 times 1.5%).
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If the periodic adjustment rate measuring inflation falls, the principal value of U.S. Treasury inflation protected securities will be adjusted downward, and consequently the interest payable on these securities (calculated with respect to a smaller principal amount) will be reduced. Repayment of the original bond principal upon maturity (as adjusted for inflation) is guaranteed in the case of U.S. Treasury inflation protected bonds, even during a period of deflation. However, the current market value of the bonds is not guaranteed, and will fluctuate. Other inflation-protected securities that accrue inflation into their principal value may or may not provide a similar guarantee. If a guarantee of principal is not provided, the adjusted principal value of the bond repaid at maturity may be less than the original principal.
The value of inflation-protected securities is expected to change in response to changes in real interest rates. Real interest rates in turn are tied to the relationship between nominal interest rates and the rate of inflation. Therefore, if inflation were to rise at a faster rate than nominal interest rates, real interest rates might decline, leading to an increase in value of inflation protected securities. In contrast, if nominal interest rates increased at a faster rate than inflation, real interest rates might rise, leading to a decrease in value of inflation-protected securities.
The periodic adjustment of U.S. inflation protected bonds is tied to the Consumer Price Index for Urban Consumers (“CPI-U”), which is calculated monthly by the U.S. Bureau of Labor Statistics. The CPI-U is a measurement of changes in the cost of living, made up of components such as housing, food, transportation and energy. Inflation protected securities issued by a foreign government are generally adjusted to reflect a comparable inflation index, calculated by that government. There can be no assurance that the CPI-U or any foreign inflation index will accurately measure the real rate of inflation in the prices of goods and services. Moreover, there can be no assurance that the rate of inflation in a foreign country will be correlated to the rate of inflation in the United States. If the market perceives that the adjustment mechanism of an inflation-protected security does not accurately adjust for inflation, the value of the security could be adversely affected.
While inflation-protected securities are expected to be protected from long-term inflationary trends, short-term increases in inflation may lead to a decline in value. The calculation of the inflation index ratio for inflation protected securities issued by the U.S. Treasury incorporates an approximate three-month lag, which may have an effect on the trading price of the securities, particularly during periods of significant, rapid changes in the inflation index. To the extent that inflation has increased during the three months prior to an interest payment, that interest payment will not be protected from the inflation increase. Further, to the extent that inflation has increased during the final three months of a security’s maturity, the final value of the security will not be protected against that increase, which will negatively impact the value of the security. If interest rates rise due to reasons other than inflation (for example, due to changes in currency exchange rates), investors in inflation-protected securities may not be protected to the extent that the increase is not reflected in the bond’s inflation measure.
Any increase in the principal amount of an inflation-protected security will be considered taxable income to the Fund, even though the Fund does not receive its principal until maturity.
Lending Portfolio Securities
A Fund may lend its portfolio securities to brokers, dealers, and financial institutions in an amount not exceeding 33 1/3% of the value of a Fund’s total assets. These loans will be secured by collateral (consisting of cash, U.S. Government Securities, or irrevocable letters of credit) maintained in an amount equal to at least 100% of the market value, determined daily, of the loaned securities. A Fund may, subject to certain notice requirements, at any time call the loan and obtain the return of the securities loaned. A Fund will be entitled to payments equal to the interest and dividends on the loaned securities and may receive a premium for lending the securities. The advantage of such loans is that a Fund continues to receive the income on the loaned securities while earning interest on the cash amounts deposited as collateral, which will be invested in short-term investments.
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A loan may be terminated by the borrower on one business days’ notice, or by the Company on two business days’ notice. If the borrower fails to deliver the loaned securities within four days after receipt of notice, the Company may use the collateral to replace the securities while holding the borrower liable for any excess of replacement cost exceeding the collateral. As with any extensions of credit, there are risks of delay in recovery and, in some cases, even loss of rights in the collateral, should the borrower of the securities fail financially. In addition, securities lending involves a form of leverage, and a Fund may incur a loss if securities purchased with the collateral from securities loans decline in value or if the income earned does not cover a Fund’s transaction costs. However, loans of securities will be made only to companies the Board deems to be creditworthy (such creditworthiness will be monitored on an ongoing basis) and when the income that can be earned from such loans justifies the attendant risks. Upon termination of the loan, the borrower is required to return the securities. Any gain or loss in the market price during the loan period would inure to the Fund.
When voting or consent rights that accompany loaned securities pass to the borrower, the Company will follow the policy of calling the loaned securities, to be delivered within one day after notice, to permit the exercise of such rights if the matters involved would have a material effect on the investment in such loaned securities. A Fund will pay reasonable finder’s, administrative, and custodial fees in connection with loans of securities.
LIBOR Transition Risk
Many financial instruments were historically tied to the London Interbank Offered Rate, or “LIBOR,” to determine payment obligations, financing terms, hedging strategies, or investment value. As of June 30, 2023, almost all settings of LIBOR have ceased to be published, except that certain widely used U.S. dollar LIBORs will continue to be published on a temporary, synthetic and non- representative basis through at least September 30, 2024. In some instances, regulators have restricted new use of LIBORs prior to the date when synthetic LIBORs will cease to be published. SOFR, which has been used increasingly on a voluntary basis in new instruments and transactions, is a broad measure of the cost of borrowing cash overnight collateralized by U.S. Treasury securities in the repurchase agreement market.
On December 16, 2022, the Federal Reserve Board adopted regulations implementing the Adjustable Interest Rate Act, which provides a statutory fallback mechanism to replace LIBOR, by identifying benchmark rates based on SOFR that will replace LIBOR in certain financial contracts after June 30, 2023. These regulations apply only to contracts governed by U.S. law, among other limitations. The regulations include provisions that (i) provide a safe harbor for selection or use of a replacement benchmark rate selected by the Federal Reserve Board; (ii) clarify who may choose the replacement benchmark rate selected by the Federal Reserve Board; and (iii) ensure that contracts adopting a replacement benchmark rate selected by the Federal Reserve Board will not be interrupted or terminated following the replacement of LIBOR.
Uncertainty related to the liquidity impact of the change in rates, and how to appropriately adjust these rates at the time of transition, poses risks for the Funds. The transition away from LIBOR could have a significant impact on the financial markets in general and may also present heightened risk to market participants, including public companies, investment advisers, investment companies, and broker-dealers. The risks associated with this discontinuation and transition will be exacerbated if the work necessary to effect an orderly transition to an alternative reference rate is not completed in a timely manner. For example, current information technology systems may be unable to accommodate new instruments and rates with features that differ from LIBOR. Accordingly, it is difficult to predict the full impact of the transition away from LIBOR on the Funds until new reference rates and fallbacks for both legacy and new instruments and contracts are commercially accepted and market practices become settled.
Other Investment Companies
Each Fund may invest in other investment companies, including open-end funds, closed-end funds, unit investment trusts, and exchange-traded funds (“ETFs”) registered under the 1940 Act that invest primarily in Fund eligible investments. Under the 1940 Act, a Fund’s investment in such securities is generally limited to 3% of the total voting stock of any one investment company; 5% of such Fund’s total assets with respect to any one investment company; and 10% of such Fund’s total assets in the aggregate. A Fund’s investments in other investment companies may include money market mutual funds. Investments in money market funds are not subject to the percentage limitations set forth above.
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The SEC has adopted revisions to the rules permitting funds to invest in other investment companies in excess of the limits described above. While Rule 12d1-4 permits more types of fund of fund arrangements without reliance on an exemptive order or no-action letters, it imposes new conditions, including limits on control and voting of acquired funds' shares, evaluations and findings by investment advisers, fund investment agreements, and limits on most three-tier fund structures. Rule 12d1-4 went into effect on January 19, 2021. The rescission of the applicable exemptive orders and the withdrawal of the applicable no-action letters was effective on January 19, 2022.
ETFs in which a Fund may invest are a type of index fund bought and sold on a securities exchange. An ETF trades like common stock and represents a portfolio of securities designed to track a particular market index. ETFs can give exposure to all or a portion of the U.S. market, a foreign market, a region, a commodity, a currency, or to any other index that an ETF tracks. The risks of owning an ETF generally reflect the risks of owning the underlying securities they are designed to track, although lack of liquidity in an ETF could result in it being more volatile and ETFs have management fees that increase their costs. An ETF may fail to accurately track the returns of the market segment or index that it is designed to track, and the price of an ETF’s shares may fluctuate. In addition, because they, unlike traditional mutual funds, are traded on an exchange, ETFs are subject to the following risks: (i) the performance of the ETF may not replicate the performance of the underlying index that it is designed to track; (ii) the market price of the ETF’s shares may trade at a premium or discount to the ETF’s NAV; (iii) an active trading market for an ETF may not develop or be maintained; and (iv) there is no assurance that the requirements of the exchange necessary to maintain the listing of the ETF will continue to be met or remain unchanged. Trading in an ETF may be halted if the trading in one or more of the ETF’s underlying securities is halted, which could result in the ETF being more volatile. In the event substantial market or other disruptions affecting ETFs should occur in the future, the liquidity and value of the Fund’s shares could also be substantially and adversely affected.
If a Fund invests in other investment companies, Fund shareholders will bear not only their proportionate share of the Fund’s expenses, but also, indirectly, the similar expenses of the underlying investment companies. Shareholders would also be exposed to the risks associated not only with the Fund, but also with the portfolio investments of the underlying investment companies. Shares of certain closed-end funds may at times be acquired at market prices representing premiums to their NAVs. Shares acquired at a premium to their NAV may be more likely to subsequently decline in price, resulting in a loss to the Fund and its shareholders.
U.S. Government Securities
Each Fund may invest in U.S. government securities, including bills, notes and bonds differing as to maturity and rates of interest, which are either issued or guaranteed by the U.S. Treasury or by U.S. government agencies or instrumentalities. U.S. government agency securities include securities issued by (a) the Federal Housing Administration, Farmers Home Administration, Export-Import Bank of the United States, Small Business Administration, and the Government National Mortgage Association, whose securities are supported by the full faith and credit of the United States; (b) the Federal Home Loan Banks, Federal Intermediate Credit Banks, and the Tennessee Valley Authority, whose securities are supported by the right of the agency to borrow from the U.S. Treasury;(c) the Federal National Mortgage Association, whose securities are supported by the discretionary authority of the U.S. government to purchase certain obligations of the agency or instrumentality; and (d) the Student Loan Marketing Association, whose securities are supported only by its credit. While the U.S. government provides financial support to such U.S. government-sponsored agencies or instrumentalities, no assurance can be given that it always will do so since it is not so obligated by law. The U.S. government, its agencies and instrumentalities do not guarantee the market value of their securities, and consequently, the value of such securities may fluctuate.
U.S. Treasury obligations include separately traded interest and principal component parts of such obligations, known as Separately Traded Registered Interest and Principal Securities (“STRIPS”), which are transferable through the Federal book-entry system. STRIPS are sold as zero-coupon securities, which means that they are sold at a substantial discount and redeemed at face value at their maturity date without interim cash payments of interest or principal. This discount is accreted over the life of the security, and such accretion will constitute the income earned on the security for both accounting and tax purposes. Because of these features, such securities may be subject to greater interest rate volatility than interest paying U.S. Treasury obligations.
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Additionally, from time to time, uncertainty regarding the status of negotiations in the U.S. government to increase the statutory debt ceiling could impact the creditworthiness of the United States and could impact the liquidity of the U.S. Government securities markets and ultimately the Funds.
When-Issued and Delayed Delivery Transactions
Each Fund may purchase securities on a when-issued or delayed delivery basis. When such a transaction is negotiated, the purchase price is fixed at the time the purchase commitment is entered, but delivery of and payment for the securities take place at a later date. A Fund will not accrue income with respect to securities purchased on a when-issued or delayed delivery basis prior to their stated delivery date.
The purchase of securities on a when-issued or delayed delivery basis exposes a Fund to risk because the securities may decrease in value prior to delivery. In addition, a Fund’s purchase of securities on a when-issued or delayed delivery basis while remaining substantially fully invested could increase the amount of a Fund’s total assets that are subject to market risk, resulting in increased sensitivity of NAV to changes in market prices. A seller’s failure to deliver securities to a Fund could prevent the Fund from realizing a price or yield considered to be advantageous.
When a Fund agrees to purchase securities on a when-issued or delayed delivery basis, a Fund will segregate cash or liquid securities in an amount sufficient to meet the Fund’s purchase commitments. It may be expected that a Fund’s net assets will fluctuate to a greater degree when it sets aside securities to cover such purchase commitments than when it sets aside cash. In addition, because a Fund will set aside cash or liquid securities to satisfy its purchase commitments, its liquidity and the ability of the Adviser to manage it might be affected in the event its commitments to purchase when-issued or delayed delivery securities ever became significant. Under normal market conditions, however, a Fund’s commitments to purchase when-issued or delayed delivery securities will not exceed 25% of the value of its total assets.
Zero-Coupon and Step Coupon Securities
Each Fund may invest in zero-coupon and step coupon securities. Zero-coupon securities pay no cash income to their holders until they mature. When held to maturity, their entire return comes from the difference between their purchase price and their maturity value. Step coupon securities are debt securities that may not pay interest for a specified period of time and then, after the initial period, may pay interest at a series of different rates. Both zero-coupon and step coupon securities are issued at substantial discounts from their value at maturity. Because interest on these securities is not paid on a current basis, the values of securities of this type are subject to greater fluctuations than are the value of securities that distribute income regularly and may be more speculative than such securities. Accordingly, the values of these securities may be highly volatile as interest rates rise or fall. In addition, while such securities generate income for purposes of generally accepted accounting standards, they do not generate cash flow and thus could cause a Fund to be forced to liquidate securities at an inopportune time in order to distribute cash, as required by the Internal Revenue Code of 1986, as amended (the “Code”).
Temporary Investments
During periods of adverse market or economic conditions, a Fund may temporarily invest all or a substantial portion of its assets in high-quality, fixed-income securities, money market instruments, and shares of money market mutual funds, or it may hold cash. At such times, a Fund would not be pursuing its stated investment objective with its usual investment strategies. A Fund may also hold these investments for liquidity purposes. Fixed-income securities will be deemed to be of high quality if they are rated “A” or better by Standard & Poors or Moody’s or, if unrated, are determined to be of comparable quality by the Adviser. Money market instruments are high-quality, short-term fixed-income obligations (which generally have remaining maturities of one year or less) and may include U.S. Government Securities, commercial paper, certificates of deposit and banker’s acceptances issued by domestic branches of U.S. banks that are members of the Federal Deposit Insurance Corporation, and repurchase agreements for U.S. Government Securities. In lieu of purchasing money market instruments, the Fund may purchase shares of money market mutual funds that invest primarily in U.S. Government Securities and repurchase agreements involving those securities, subject to certain limitations imposed by the 1940 Act. A Fund, as an investor in a money market fund, will indirectly bear that fund’s fees and expenses, which will be in addition to the fees and expenses of the Fund. Repurchase agreements involve certain risks not associated with direct investments in debt securities.
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Portfolio Turnover
Portfolio securities may be sold without regard to the time they have been held when investment considerations warrant such action. A higher portfolio turnover rate would result in higher brokerage costs to a Fund and could also result in the realization of larger amounts of capital gains, including short-term capital gains. Capital gains are generally taxable when distributed to shareholders, and distributions of short-term capital gains are generally taxable at ordinary income tax rates.
Pandemic Risk
Disease outbreaks that affect local economies or the global economy may materially and adversely impact a Fund and/or the Adviser’s business. For example, uncertainties regarding the novel Coronavirus (“COVID-19”) outbreak have resulted in serious economic disruptions across the globe. These types of outbreaks can be expected to cause severe decreases in core business activities such as manufacturing, purchasing, tourism, business conferences and workplace participation, among others. These disruptions may lead to instability in the market place, including stock market losses and overall volatility, as has occurred in connection with COVID-19. In the face of such instability, governments may take extreme and unpredictable measures to combat the spread of disease and mitigate the resulting market disruptions and losses. The Adviser has in place business continuity plans reasonably designed to ensure that it maintains normal business operations, and it periodically tests those plans. However, in the event of a pandemic or an outbreak, there can be no assurance that the Adviser or a Fund’s service providers will be able to maintain normal business operations for an extended period of time or will not lose the services of key personnel on a temporary or long-term basis due to illness or other reasons. Although vaccines for COVID-19 are widely available, the full impacts of a pandemic or disease outbreaks are unknown and the pace of recovery may vary from market to market, resulting in a high degree of uncertainty for potentially extended periods of time.
Cyber Security Risk
A Fund and its service providers may be prone to operational and information security risks resulting from breaches in cyber security. A breach in cyber security refers to both intentional and unintentional events that may cause a Fund to lose proprietary information, suffer data corruption, or lose operational capacity. Breaches in cyber security include, among other behaviors, stealing or corrupting data maintained online or digitally, denial of service attacks on websites, the unauthorized release of confidential information or various other forms of cyber-attacks. Cyber security breaches affecting a Fund, the Adviser, custodian, transfer agent, intermediaries and other third-party service providers may adversely impact a Fund. For instance, cyber security breaches may interfere with the processing of shareholder transactions, impact a Fund’s ability to calculate its NAVs, cause the release of private shareholder information or confidential business information, impede trading, subject a Fund to regulatory fines or financial losses and/or cause reputational damage. A Fund may also incur additional costs for cyber security risk management purposes. Similar types of cyber security risks are also present for issuers of securities in which a Fund may invest, which could result in material adverse consequences for such issuers and may cause a Fund’s investment in such companies to lose value. While each Fund and its service providers have established IT and data security programs and have in place business continuity plans and other systems designed to prevent losses and mitigate cyber security risk, there are inherent limitations in such plans and systems, including the possibility that certain risks have not been identified or that cyber-attacks may be highly sophisticated. Furthermore, a Fund has limited ability to prevent or mitigate cyber security incidents affecting third-party service providers, and such third-party service providers may have limited indemnification obligations to a Fund and the Adviser.
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RIC Compliance Risk
Each Fund has elected to be, and intends to qualify each year for treatment as, a regulated investment company (“RIC”) under Subchapter M of Subtitle A, Chapter 1, of the Code. To continue to qualify for federal income tax treatment as a RIC, each Fund must meet certain source-of-income, asset diversification and annual distribution requirements. If for any taxable year a Fund fails to qualify for the special federal income tax treatment afforded to RICs, all of such Fund’s taxable income will be subject to federal income tax at regular corporate rates (without any deduction for distributions to its shareholders) and its income available for distribution will be reduced. Under certain circumstances, a Fund could cure a failure to qualify as a RIC, but in order to do so, such Fund could incur significant Fund-level taxes and could be forced to dispose of certain assets.
INVESTMENT RESTRICTIONS
The Company has adopted the following investment restrictions as fundamental policies with respect to each Fund. These restrictions cannot be changed with respect to each Fund without the approval of the holders of a majority of that Fund’s outstanding voting securities. For the purposes of the 1940 Act, a “majority of outstanding shares” means the vote of the lesser of: (1) 67% or more of the voting securities of the Fund present at the meeting if the holders of more than 50% of the Fund’s outstanding voting securities are present or represented by proxy; or (2) more than 50% of the outstanding voting securities of the Fund.
Except with the approval of a majority of the outstanding voting securities, each Fund may not:
| 1. | Concentrate its investments (i.e., hold more than 25% of its total assets) in any industry or group of related industries. For purposes of this limitation, securities of the U.S. government (including its agencies and instrumentalities), repurchase agreements collateralized by U.S. government securities, and tax-exempt securities of state or municipal governments and their political subdivisions are not considered to be issued by members of any industry. |
| 2. | Borrow money or issue senior securities (as defined under the 1940 Act), except to the extent permitted under the 1940 Act. |
| 3. | Make loans, except to the extent permitted under the 1940 Act. |
| 4. | Purchase or sell real estate unless acquired as a result of ownership of securities or other instruments, except to the extent permitted under the 1940 Act. This shall not prevent the Fund from investing in securities or other instruments backed by real estate, real estate investment trusts or securities of companies engaged in the real estate business. |
| 5. | Purchase or sell commodities or commodity contracts, except as permitted by the 1940 Act, as amended, and as interpreted or modified by the regulatory authority having jurisdiction from time to time |
| 6. | Underwrite securities issued by other persons, except to the extent permitted under the 1940 Act. |
| 7. | With respect to 75% of its total assets, purchase securities of an issuer (other than (i) securities issued by other investment companies, (ii) securities issued by the U.S. government, its agencies, instrumentalities or authorities, or (iii) repurchase agreements fully collateralized by U.S. government securities) if (a) such purchase would, at the time, cause more than 5% of the Fund’s total assets taken at market value to be invested in the securities of such issuer; or (b) such purchase would, at the time, result in more than 10% of the outstanding voting securities of such issuer being held by the Fund. |
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| * | “Group of related industries” is defined as three or more industries based on the Adviser’s classification for the purpose of this section. |
In addition to the foregoing fundamental investment policies, each Fund is also subject to the following non-fundamental restrictions and policies, which may be changed by the Board of Directors. Each Fund may not:
| 1. | Acquire any illiquid investment if, immediately after the acquisition, the Fund would have invested more than 15% of its net assets in illiquid investments. |
If a percentage limitation is adhered to at the time of investment or contract, a later increase or decrease in percentage resulting from any change in value or total or net assets will not result in a violation of such restriction, except that the percentage limitations with respect to the borrowing of money and illiquid investments will be observed continuously. If the percentage of the Fund’s net assets invested in illiquid investments exceeds 15% due to market activity or changes in the Fund’s portfolio, the Fund will take appropriate measures to reduce its holdings of illiquid investments as soon as reasonably practicable, in a manner consistent with prudent management and the interests of the Fund.
EXCHANGE LISTING AND TRADING
Shares are intended to be listed for trading and trade throughout the day on the Exchange.
There can be no assurance that a Fund will meet or continue to meet the requirements of the Exchange necessary to maintain the listing of shares. The Exchange will consider the suspension of trading in, and will initiate delisting proceedings of, the shares of a Fund under any of the following circumstances: (i) if any of the requirements set forth in the Exchange rules are not continuously maintained; (ii) if the Exchange files separate proposals under Section 19(b) of the 1940 Act and any of the statements regarding (a) the description of the Fund,; (b) limitations on a Fund’s portfolio holdings or reference assets, (c) dissemination and availability of the intraday indicative values, or (d) the applicability of the Exchange listing rules specified in such proposals are not continuously maintained; (iii) if, following the initial 12-month period beginning at the commencement of trading of a Fund, there are fewer than 50 beneficial owners of shares of the Fund; (iv) if the intraday indicative value is no longer disseminated at least every 15 seconds during the Exchange’s regular market session and the interruption to the dissemination persists past the trading day in which it occurred; or (v) such other event shall occur or condition shall exist that, in the opinion of the Exchange, makes further dealings on the Exchange inadvisable. The Exchange will remove the shares from listing and trading upon termination of a Fund.
The Company reserves the right to adjust the price levels of its shares in the future to help maintain convenient trading ranges for investors. Any adjustments would be accomplished through stock splits or reverse stock splits, which would have no effect on the net assets of a Fund.
As in the case of other stocks traded on the Exchange, broker’s commissions on transactions will be based on negotiated commission rates at customary levels.
To provide additional information regarding the indicative value of shares, the Exchange or a market data vendor disseminates information every 15 seconds through the facilities of the Consolidated Tape Association, or other widely disseminated means, an updated “intraday indicative value” (“IIV”) for each Fund as calculated by an information provider or market data vendor. The Company is not involved in or responsible for any aspect of the calculation or dissemination of the IIVs and makes no representation or warranty as to the accuracy of the IIVs.
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MANAGEMENT OF THE COMPANY
The business and affairs of the Company are managed under the oversight of the Board, subject to the laws of the State of Maryland and the Company’s Charter. The Directors are responsible for deciding matters of overall policy and overseeing the actions of the Company’s service providers. The officers of the Company conduct and supervise the Company’s daily business operations.
Directors who are not deemed to be “interested persons” of the Company (as defined in the 1940 Act) are referred to as “Independent Directors.” Directors who are deemed to be “interested persons” of the Company are referred to as “Interested Directors.” The Board is currently composed of five Independent Directors and two Interested Directors. The Board has selected Arnold M. Reichman, an Independent Director, to act as Chair. Mr. Reichman’s duties include presiding at meetings of the Board and interfacing with management to address significant issues that may arise between regularly scheduled Board and Committee meetings. In the performance of his duties, Mr. Reichman will consult with the other Independent Directors and the Company’s officers and legal counsel, as appropriate. The Chair may perform other functions as requested by the Board from time to time.
The Board meets as often as necessary to discharge its responsibilities. Currently, the Board conducts regular, in-person meetings at least four times a year, and holds special in-person or telephonic meetings as necessary to address specific issues that require attention prior to the next regularly scheduled meeting. The Board also relies on professionals, such as the Company’s independent registered public accounting firms and legal counsel, to assist the Directors in performing their oversight responsibilities.
The Board has established seven standing committees — Audit, Contract, Executive, Nominating and Governance, Product Development, Regulatory Oversight, and Valuation Committees. The Board may establish other committees, or nominate one or more Directors to examine particular issues related to the Board’s oversight responsibilities, from time to time. Each Committee meets periodically to perform its delegated oversight functions and reports its findings and recommendations to the Board. For more information on the Committees, see the section entitled “Standing Committees.”
The Board has determined that the Company’s leadership structure is appropriate because it allows the Board to effectively perform its oversight responsibilities.
Directors and Executive Officers
The Directors and executive officers of the Company, their ages, business addresses and principal occupations during the past five years are set forth in this section.
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| Name, Address, and Age | Position(s) Held with Company |
Term of Office and Length of Time Served1 |
Principal Occupation(s) During Past 5 Years |
Number of Portfolios in Fund Complex Overseen by Director* |
Other Directorships Held by Director in the Past 5 Years |
| INDEPENDENT DIRECTORS | |||||
Gregory P. Chandler 615 East Michigan Street Milwaukee, WI 53202 Age: 58 |
Director | 2012 to present | Since 2020, Chief Financial Officer, HC Parent Corp. d/b/ a Herspiegel Consulting LLC (life sciences consulting services); 2020, Chief Financial Officer, Avocado Systems Inc. (cyber security software provider); from 2009-2020, Chief Financial Officer, Emtec, Inc. (information technology consulting/services). | 76 | FS Energy and Power Fund (business development company); Wilmington Funds (12 portfolios) (registered investment company); Emtec, Inc. (until December 2019); FS Investment Corporation (business development company) (until December 2018). |
Lisa A. Dolly 615 East Michigan Street, Milwaukee, WI, 53202 Age: 58 |
Director | 2021 to present | From July 2019-December 2019, Chair, Pershing LLC (broker dealer, clearing and custody firm); January 2016-June 2019, Chief Executive Officer, Pershing, LLC. | 76 | Allfunds Group PLC (United Kingdom wealthtech and fund distribution provider); Securities Industry and Financial Markets Association (trade association for broker dealers, investment banks and asset managers); Hightower Advisors (wealth management firm); Cohen & Steers, Inc.(global investment manager). |
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Nicholas A. Giordano 615 East Michigan Street Milwaukee, WI 53202 Age: 81 |
Director | 2006 to present | Since 1997, Consultant, financial services organizations. | 76 | IntriCon Corporation (biomedical device manufacturer); Wilmington Funds (12 portfolios) (registered investment company); Independence Blue Cross (healthcare insurance) (until March 2021). |
Arnold M. Reichman 615 East Michigan Street Milwaukee, WI 53202 Age: 76 |
Chair
Director
|
2005 to present
1991 to present
|
Retired. | 76 | EIP Investment Trust (registered investment company) (until August 2022). |
Martha A. Tirinnanzi 615 East Michigan Street Milwaukee, WI 53202 Age: 64 |
Director | 2024 to present | Since 2014, Instructor, The Institute for Financial Markets; from 2013-2023, President and Chief Executive Officer, Financial Standards, Inc. (consulting firm); from 2020-2022, Adjunct Professor of Finance and Accounting, The Catholic University of America’s Busch School of Business. | 76 | Intercontinental Exchange, Inc. (“ICE”) (financial services company and operatorof global exchanges and clearinghouses); ICE Mortgage Services, LLC (a subsidiary of ICE); ICE Mortgage Technology, Inc. (a subsidiary of ICE); Community development Trust (real estate investment trust) (until May 2023). |
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| INTERESTED DIRECTORS2 | |||||
Robert Sablowsky 615 East Michigan Street Milwaukee, WI 53202 Age: 86 |
Vice Chair
Director |
2016 to present
1991 to present |
Since 2022, Senior Director – Investments and, prior thereto, Executive Vice President, of Oppenheimer & Co., Inc. (a registered brokerdealer). | 76 | None. |
Brian T. Shea 615 East Michigan Street Milwaukee, WI 53202 Age: 64 |
Director | 2018 to present | From 2014-2017, Chief Executive Officer, BNY Mellon Investment Services (fund services, global custodian and securities clearing firm); from 1983-2014, Chief Executive Officer and various positions, Pershing LLC (broker dealer, clearing and custody firm). | 76 | Barclays PLC, Barclays Bank PLC and Barclays Execution Services Limited (financial services companies); Fidelity National Information Services, Inc. (financial services technology company); Ameriprise Financial, Inc. (financial services company); WisdomTree Investments, Inc. (asset management company) (until March 2019). |
| OFFICERS | |||||
Steven Plump 615 East Michigan Street Milwaukee, WI 53202 Age: 65 |
President | August 2022 to present | From 2011 to 2021, Executive Vice President, PIMCO LLC. | N/A | N/A |
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Salvatore Faia, JD, CPA, CFE Vigilant Compliance, LLC Gateway Corporate Center, Suite 216 223 Wilmington West Chester Pike Chadds Ford, PA 19317 Age: 62 |
Chief Compliance Officer | 2004 to present | Since 2004, President, Vigilant Compliance, LLC (investment management services company); since 2005, Independent Trustee of EIP Investment Trust (registered investment company); since 2021, Chief Compliance Officer of The RBB Fund Trust; President of The RBB Fund Trust from 2021 to 2022; President of The RBB Fund, Inc. from 2009 to 2022. | N/A | N/A |
James G. Shaw 615 East Michigan Street Milwaukee, WI 53202 Age: 64 |
Chief Financial Officer and Secretary
Chief Operating Officer |
2016 to present
August 2022 to present |
Since 2022, Chief Operating Officer of The RBB Fund Trust and The RBB Fund Inc.; since 2021, Chief Financial Officer and Secretary of The RBB Fund Trust; since 2016, Chief Financial Officer and Secretary of The RBB Fund Inc. | N/A | N/A |
Craig A. Urciuoli 615 East Michigan Street Milwaukee, WI 53202 Age: 50 |
Director of Marketing & Business Development | 2019 to present | Since 2021, Director of Marketing & Business Development of The RBB Fund Trust; since 2019, Director of Marketing & Business Development of The RBB Fund, Inc.; from 2000-2019, Managing Director, Third Avenue Management LLC (investment advisory firm). | N/A | N/A |
Jennifer Witt 615 East Michigan Street Milwaukee, WI 53202 Age: 42 |
Assistant Treasurer | 2018 to present | Since 2020, Vice President, U.S. Bank Global Fund Services (fund administrative services firm); from 2016 to 2020, Assistant Vice President, U.S. Bank Global Fund Services. | N/A | N/A |
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Edward Paz 615 East Michigan Street Milwaukee, WI 53202 Age: 53 |
Assistant Secretary
|
2016 to present | Since 2007, Vice President and Counsel, U.S. Bank Global Fund Services (fund administrative services firm). | N/A | N/A |
Jillian L. Bosmann One Logan Square Ste. 2000 Philadelphia, PA 19103 Age: 45 |
Assistant Secretary
|
2017 to present | Since 2017, Partner, Faegre Drinker Biddle & Reath LLP (law firm). | N/A | N/A |
| * | Each Director oversees 76 portfolios of the fund complex, consisting of the series in the Company (66 portfolios) and The RBB Fund Trust (10 portfolios). |
| 1. | Subject to the Company’s Retirement Policy, each Director may continue to serve as a Director until the last day of the calendar year in which the applicable Director attains age 75 or until his or her successor is elected and qualified or his or her death, resignation or removal. The Board reserves the right to waive the requirements of the Policy with respect to an individual Director. The Board has approved waivers of the policy with respect to Messrs. Brodsky, Giordano, Reichman, and Sablowsky. Effective January 1, 2025, Mr. Straniere retired from the Board. Each officer holds office at the pleasure of the Board until the next special meeting of the Company or until his or her successor is duly elected and qualified, or until he or she dies, resigns or is removed. |
| 2. | Mr. Sablowsky is considered an “interested person” of the Company as that term is defined in the 1940 Act and is referred to as an “Interested Director.” Mr. Sablowsky is considered an “Interested Director” of the Company by virtue of his position as a senior officer of Oppenheimer & Co., Inc., a registered broker-dealer. |
Director Experience, Qualifications, Attributes and/or Skills
The information above includes each Director’s principal occupations during the last five years. Each Director possesses extensive additional experience, skills and attributes relevant to his or her qualifications to serve as a Director. The cumulative background of each Director led to the conclusion that each Director should serve as a Director of the Company. Mr. Chandler has demonstrated leadership and management abilities as evidenced by his senior executive level positions in the investment technology consulting/services and investment banking/brokerage industries, and also serves on various boards. Ms. Dolly has over three decades of experience in the financial services industry, and she has demonstrated her leadership and management abilities by serving in numerous senior executive-level positions. Mr. Giordano has years of experience as a consultant to financial services organizations and also serves on the boards of other registered investment companies. Mr. Reichman brings decades of investment management experience to the Board, in addition to senior executive-level management experience. Mr. Sablowsky has demonstrated leadership and management abilities as evidenced by his senior executive-level positions in the financial services industry. Mr. Shea has demonstrated leadership and management abilities as evidenced by his senior executive-level positions in the brokerage, clearing, banking, and investment services industry, including service on the boards of public companies industry regulatory organizations and a university. Ms. Tirinnanzi has over 20 years of strategic, regulatory and operational management experience in the financial and mortgage industries, including service on the boards of a public company and real estate investment trust, and brings to the Board her expertise regarding derivatives markets and related businesses.
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Standing Committees
The responsibilities of each Committee of the Board and its members are described below.
Audit Committee. The Board has an Audit Committee comprised of three Independent Directors. The current members of the Audit Committee are Ms. Tirinnanzi and Messrs. Chandler and Giordano. The Audit Committee, among other things, reviews results of the annual audit and approves the firm(s) to serve as independent auditors. The Audit Committee convened four times during the year ended August 31, 2024.
Contract Committee. The Board has a Contract Committee comprised of an Interested Director and three Independent Directors. The current members of the Contract Committee are Mses. Dolly and Tirinnanzi and Mr. Sablowsky. The Contract Committee reviews and makes recommendations to the Board regarding the approval and continuation of agreements and plans of the Company. The Contract Committee convened five times during the year ended August 31, 2024.
Executive Committee. The Board has an Executive Committee comprised of an Interested Director and three Independent Directors. The current members of the Executive Committee are Messrs. Chandler, Giordano, Reichman and Sablowsky. The Executive Committee may generally carry on and manage the business of the Company when the Board is not in session. The Executive Committee did not meet during the year ended August 31, 2024.
Nominating and Governance Committee. The Board has a Nominating and Governance Committee comprised of three Independent Directors. The current members of the Nominating and Governance Committee are Messrs. Chandler, Giordano and Reichman. The Nominating and Governance Committee recommends to the Board all persons to be nominated as Directors of the Company. The Nominating and Governance Committee will consider nominees recommended by shareholders. Recommendations should be submitted to the Committee care of the Company’s Secretary. The Nominating and Governance Committee convened four times during the year ended August 31, 2024.
Product Development Committee. The Board has a Product Development Committee comprised of the Interested Directors and two Independent Directors. The current members of the Product Development Committee are Messrs. Chandler, Reichman, Sablowsky, and Shea. The Product Development Committee oversees the process regarding the addition of new investment advisers and investment products to the Company. The Product Development Committee convened seven times during the year ended August 31, 2024.
Regulatory Oversight Committee. The Board has a Regulatory Oversight Committee comprised of the Interested Directors and two Independent Directors. The current members of the Regulatory Oversight Committee are Ms. Dolly and Messrs. Reichman, Sablowsky and Shea. The Regulatory Oversight Committee monitors regulatory developments in the mutual fund industry and focuses on various regulatory aspects of the operation of the Company. The Regulatory Oversight Committee convened four times during the year ended August 31, 2024.
Valuation Committee. The Board has a Valuation Committee comprised of the Interested Directors and two officers of the Company. The members of the Valuation Committee are Messrs. Faia, Sablowsky, Shea and Shaw. The Valuation Committee is responsible for reviewing fair value determinations. The Valuation Committee convened five times during the year ended August 31, 2024.
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Risk Oversight
The Board performs its risk oversight function for the Company through a combination of (1) direct oversight by the Board as a whole and Board committees and (2) indirect oversight through the Company’s investment advisers and other service providers, Company officers and the Company’s CCO. The Company is subject to a number of risks, including but not limited to investment risk, compliance risk, operational risk, reputational risk, credit risk and counterparty risk. Day-to-day risk management with respect to the Company is the responsibility of the Company’s investment advisers or other service providers (depending on the nature of the risk) that carry out the Company’s investment management and business affairs. Each of the investment advisers and the other service providers have their own independent interest in risk management and their policies and methods of risk management will depend on their functions and business models and may differ from the Company’s and each other’s in the setting of priorities, the resources available or the effectiveness of relevant controls.
The Board provides risk oversight by receiving and reviewing on a regular basis reports from the Company’s investment advisers or other service providers, receiving and approving compliance policies and procedures, periodic meetings with the Company’s portfolio managers to review investment policies, strategies and risks, and meeting regularly with the Company’s CCO to discuss compliance reports, findings and issues. The Board also relies on the Company’s investment advisers and other service providers, with respect to the day-to-day activities of the Company, to create and maintain procedures and controls to minimize risk and the likelihood of adverse effects on the Company’s business and reputation.
Board oversight of risk management is also provided by various Board Committees. For example, the Audit Committee meets with the Company’s independent registered public accounting firms to ensure that the Company’s respective audit scopes include risk-based considerations as to the Company’s financial position and operations. The Board may, at any time and in its discretion, change the manner in which it conducts risk oversight. The Board’s oversight role does not make the Board a guarantor of the Company’s investments or activities.
Director Ownership of Shares of the Company
The following table sets forth the dollar range of equity securities beneficially owned by each Director in the Funds and in all of the portfolios of the Company and the RBB Fund Trust (which for each Director comprise all registered investment companies within the Company’s family of investment companies overseen by him or her), as of December 31, 2024, including amounts through the deferred compensation plan.
| Name of Director | Dollar Range of Equity Securities in the Funds(1) |
Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen by Director within the Family of Investment Companies |
| INDEPENDENT DIRECTORS | ||
| Gregory P. Chandler | None | Over $100,000 |
| Lisa A. Dolly | None | None |
| Nicholas A. Giordano | None | $10,000-$50,000 |
| Arnold M. Reichman | None | Over $100,000 |
| Martha Tirinnanzi | None | None |
| INTERESTED DIRECTOR | ||
| Robert Sablowsky | None | Over $100,000 |
| Brian T. Shea | None | $1-$10,000 |
| (1) | The Funds had not commenced operations prior to the date of this SAI. |
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Directors’ and Officers’ Compensation
Effective January 1, 2025, the Company and The RBB Fund Trust, based on an allocation formula, pay each Director a retainer at the rate of $225,000 annually, $15,000 for each regular meeting of the Board attended in-person; $6,000 for each Regulatory Oversight Committee meeting attended in-person; $5,000 for each other committee (excluding the Regulatory Oversight Committee) meeting attended in-person; $9,000 and $6,500, respectively, for each special in-person or telephonic Board meeting that lasts longer than 30 minutes; $4,000 for each special committee meeting that lasts longer than 30 minutes; $3,000 for each special Board or committee meeting that lasts less than 30 minutes. The Chair of the Audit Committee and Chair of the Regulatory Oversight Committee each receives an additional fee of $50,000 for their services. The Chair of the Contract Committee and the Chair of the Nominating and Governance Committee each receives an additional fee of $40,000 per year for their services. The Vice Chair of the Regulatory Oversight Committee receives an additional fee of $25,000 for his services. The Chair of the Board receives an additional fee of $125,000 per year for his services in this capacity and the Vice Chair of the Board receives an additional fee of $50,000 per year for his services in this capacity.
From January 1, 2024, the Company and The RBB Fund Trust, based on an allocation formula, pay each Director a retainer at the rate of $175,000 annually, $13,500 for each regular meeting of the Board attended in-person; $5,000 for each Regulatory Oversight Committee meeting attended in-person; $4,000 for each other committee (excluding the Regulatory Oversight Committee) meeting attended in-person; $7,500 and $5,000, respectively, for each special in-person or telephonic Board meeting that lasts longer than 30 minutes; $3,000 for each special committee meeting that lasts longer than 30 minutes; $2,000 for each special Board or committee meeting that lasts less than 30 minutes. The Chair of the Audit Committee and Chair of the Regulatory Oversight Committee each receives an additional fee of $35,000 for their services. The Chair of the Contract Committee and the Chair of the Nominating and Governance Committee each receives an additional fee of $25,000 per year for their services. The Vice Chair of the Regulatory Oversight Committee receives an additional fee of $15,000 for his services. The Chair of the Board receives an additional fee of $100,000 per year for his services in this capacity and the Vice Chair of the Board receives an additional fee of $40,000 per year for his services in this capacity.
From January 1, 2023 through December 31, 2023, the Company and The RBB Fund Trust, based on an allocation formula, paid each Trustee a retainer at the rate of $150,000 annually, $13,500 for each regular meeting of the Board, $5,000 for each Regulatory Oversight Committee meeting attended in-person, $4,000 for each other committee (excluding the Regulatory Oversight Committee) meeting attended in-person, and $2,000 for each committee meeting attended telephonically or special meeting of the Board attended in-person or telephonically. The Chair of the Audit Committee and Chair of the Regulatory Oversight Committee each received an additional fee of $20,000 for his services. The Chair of the Contract Committee and the Chair of the Nominating and Governance Committee each received an additional fee of $10,000 per year for his services. The Vice Chair of the Board received an additional fee of $35,000 per year for his services in this capacity and the Chair of the Board received an additional fee of $75,000 per year for his services in this capacity.
Directors are reimbursed for any reasonable out-of-pocket expenses incurred in attending meetings of the Board or any committee thereof. An employee of Vigilant Compliance, LLC serves as CCO of the Company. Vigilant Compliance, LLC is compensated for the services provided to the Company, and such compensation is determined by the Board. Employees of the Company serve as President, Chief Financial Officer, Chief Operating Officer, Secretary and Director of Marketing & Business Development, and are compensated for services provided. For the year ended August, 2024, each of the following members of the Board and the President, Chief Financial Officer, Chief Operating Officer, Secretary and Director of Marketing & Business Development received compensation from the Company and The RBB Fund Trust (together "Fund Complex"), in the following amounts:
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| Name of Director/Officer | Aggregate Compensation from the Funds* |
Pension or Retirement Benefits Accrued as Part of Funds Expenses |
Total Compensation From Fund Complex Paid to Directors or Officers |
| Independent Directors: | |||
| Julian A. Brodsky, Director(1) | $0 | N/A | $137,250 |
| Gregory P. Chandler, Director | $0 | N/A | $311,000 |
| Lisa A. Dolly, Director | $0 | N/A | $296,000 |
| Nicholas A. Giordano, Director | $0 | N/A | $291,000 |
| Arnold M. Reichman, Director and Chair | $0 | N/A | $397,500 |
| Robert A. Straniere, Director(2) | $0 | N/A | $274,750 |
| Martha A. Tirinnanzi | $0 | $177,250 | |
| Interested Director: | |||
| Robert Sablowsky, Director and Vice Chair | $0 | N/A | $370,250 |
| Brian T. Shea, Director | $300,500 | ||
| Officers: | |||
| Steven Plump, President | $0 | N/A | $308,667 |
| James G. Shaw, Chief Financial Officer, Chief Operating Officer and Secretary | $0 | N/A | $381,883 |
| Craig Urciuoli, Director of Marketing & Business Development | $0 | N/A | $319,178 |
| * | The Funds had not commenced operations prior to the date of this SAI. |
| (1) | Mr. Brodsky retired from his role as a Director effective February 2024. |
| (2) | Mr. Straniere retired from his role as a Director effective January 1, 2025. |
Each compensated Director is entitled to participate in the Company’s deferred compensation plan (the “DC Plan”). Under the DC Plan, a compensated Director may elect to defer all or a portion of his or her compensation and have the deferred compensation treated as if it had been invested by the Company in shares of one or more of the portfolios of the Company. The amount paid to the Directors under the DC Plan will be determined based upon the performance of such investments.
As of December 31, 2024, the Independent Directors and their respective family members (spouse or dependent children) did not own beneficially or of record any securities of the Company’s investment advisers or distributor, or of any person directly or indirectly controlling, controlled by, or under common control with the investment advisers or distributor.
Director Emeritus Program
The Board has created a position of Director Emeritus, whereby an incumbent Director who has attained at least the age of 75 and completed a minimum of fifteen years of service as a Director may, in the sole discretion of the Nominating and Governance Committee of the Company (“Committee”), be recommended to the full Board to serve as Director Emeritus.
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A Director Emeritus that has been approved as such receives an annual fee in an amount equal to up to 50% of the annual base compensation paid to a Director. Compensation will be determined annually by the Committee and the Board with respect to each Director Emeritus. In addition, a Director Emeritus will be reimbursed for any expenses incurred in connection with their service, including expenses of travel and lodging incurred in attendance at Board/Committee meetings. A Director Emeritus will continue to receive relevant materials concerning the Funds and will be available to consult with the Directors at reasonable times as requested. However, a Director Emeritus does not have any voting rights at Board meetings and is not subject to election by shareholders of the Funds.
A Director Emeritus will be permitted to serve in such capacity from year to year at the pleasure of the Committee and the Board for up to three years. Effective February 2024, Julian Brodsky serves as a Director Emeritus of the Company. Effective January 2025, Robert Straniere serves as Director Emeritus of the Company.
CODE OF ETHICS
The Company, the Adviser, and Quasar Distributors, LLC (the “Distributor”), have each adopted a code of ethics (“Code of Ethics”) pursuant to Rule 17j-1 under the 1940 Act, which governs personal securities trading by their respective personnel. Each Code of Ethics permits such individuals to purchase and sell securities, including securities that are purchased, sold, or held by the Funds, but only subject to certain conditions designed to ensure that purchases and sales by such individuals do not adversely affect the Funds’ investment activities.
PRINCIPAL HOLDERS
As of the date of this SAI, no shares of the Funds were outstanding.
INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement
The Adviser is a Delaware limited liability company with offices at 3050 K Street NW, Suite 201, Washington, DC 20007. Three officers of the Company own an indirect, minority interest in the Adviser. The Adviser is a majority-owned subsidiary F/m Managers Group, LLC (“FMG”) which is a wholly owned subsidiary of 1251 Capital, which is a financial services holding company.
The Adviser provides investment advisory services to each Fund pursuant to the terms of an Investment Advisory Agreement (the “Advisory Agreement”) between the Company and the Adviser. After the initial two year-term, the Advisory Agreement may be continued in effect from year to year with the approval of (1) the Board or (2) vote of a majority (as defined by the 1940 Act) of the outstanding voting securities of each Fund, provided that in either event the continuance must also be approved by a majority of the Independent Directors by vote cast in person at a meeting called for the purpose of voting on such approval. The Advisory Agreement terminates automatically in the event of its assignment, as defined in the 1940 Act and the rules thereunder.
The Adviser manages each Fund’s investments in accordance with the stated policies of the Fund, subject to the supervision of the Board. The Adviser provides such additional administrative services as the Company may require beyond those furnished by the Administrator and furnishes, at its own expense, such office space, facilities, equipment, clerical help, and other personnel and services as may reasonably be necessary in connection with the operations of the Company.
Pursuant to the terms of the Advisory Agreement, in consideration of the services provided by the Adviser, each Fund pays the Adviser a unitary management fee that is computed and paid monthly at an annual rate of 0.25%-0.50% of the Fund’s average daily net assets during the month. From the unitary management fee, the Adviser pays most of the expenses of each Fund, including transfer agency, custody, fund administration, legal, audit and other services. However, under the Advisory Agreement, the Adviser is not responsible for interest expenses, brokerage commissions and other trading expenses, acquired fund fees and expenses, taxes and other extraordinary costs such as litigation and other expenses not incurred in the ordinary course of business. The Adviser will not be liable for any error of judgment, mistake of law, or for any loss suffered by a Fund in connection with the performance of the Advisory Agreement, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Adviser in the performance of its duties, or from reckless disregard of its obligations and duties under the Advisory Agreement.
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PORTFOLIO MANAGERS
Peter Baden, Alexander Morris, and Marcin Zdunek are the portfolio managers responsible for investment-related services provided to the Fund. The following table provides information regarding accounts managed by each portfolio manager as of December 31, 2024.
| Portfolio
Manager; Other Accounts |
Total Accounts | Accounts
With Performance-Based Fees | ||
| Number | Assets | Number | Assets | |
| Peter Baden | ||||
| Registered Investment Companies | 11 | $6,318,063,044.15 | 0 | $0 |
| Other Pooled Investment Vehicles | 0 | 0 | 0 | $0 |
| Other Accounts | 2,653 | $1,305,777,567.26 | 0 | $0 |
| Alexander Morris | ||||
| Registered Investment Companies | 11 | $6,283,427,030.43 | 0 | $0 |
| Other Pooled Investment Vehicles | 1 | $73,669.17 | 0 | $0 |
| Other Accounts | 39 | $87,886,194.67 | 0 | $0 |
| Marcin Zdunek | ||||
| Registered Investment Companies | 14 | 6,602,824,718.91 | 0 | $0 |
| Other Pooled Investment Vehicles | 0 | 0 | 0 | $0 |
| Other Accounts | 2,653 | $1,305,777,567.26 | 0 | $0 |
Portfolio Manager Compensation
The compensation structure for the portfolio managers is based upon a fixed salary as well as a discretionary bonus determined by the management of the Adviser. Salaries are determined by management and are based upon an individual’s position and overall value to the firm. Bonuses are also determined by management and are based upon an individual’s overall contribution to the success of the firm and the profitability of the firm. Salaries and bonuses are not based upon criteria such as performance of the Funds or the value of assets included in the Funds’ portfolio.
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Material Conflicts of Interest
The portfolio managers’ management of other accounts may give rise to potential conflicts of interest in connection with their management of a Fund’s investments, on the one hand, and the investments of the other accounts, on the other. The other accounts may have the same investment objective as a Fund. Therefore, a potential conflict of interest may arise as a result of the identical investment objectives, whereby a portfolio manager could favor one account over another. Another potential conflict could include the portfolio managers’ knowledge about the size, timing and possible market impact of Fund trades, whereby a portfolio manager could use this information to the advantage of other accounts and to the disadvantage of a Fund. However, the Adviser has established policies and procedures to ensure that the purchase and sale of securities and other investments among all accounts it manages are fairly and equitably allocated. In accordance with the Adviser’s trade rotation policy, there will be cases where a Fund will trade after other accounts.
Ownership of Fund Shares by the Portfolio Managers
The portfolio managers did not own any shares of the Funds as no shares of the Funds were outstanding prior to the date of this SAI.
UNDERWRITER
The Company has entered into a distribution agreement (the “Distribution Agreement”) with Quasar Distributors, LLC (the “Distributor”), located at Three Canal Plaza, Suite 100, Portland, Maine 04101, pursuant to which the Distributor acts as each Fund’s principal underwriter and distributes shares. Shares are continuously offered for sale by the Distributor only in Creation Units. Each Creation Unit is made up of at least 10,000 shares. The Distributor will not distribute shares in amounts less than a Creation Unit.
Under the Distribution Agreement, the Distributor, as agent for the Company, will receive orders for the purchase and redemption of Creation Units, provided that any subscriptions and orders will not be binding on the Company until accepted by the Company. The Distributor will deliver prospectuses and, upon request, Statements of Additional Information to persons purchasing Creation Units and will maintain records of orders placed with it. The Distributor is a broker-dealer registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and a member of the Financial Industry Regulatory Authority.
The Distributor may also enter into agreements with securities dealers (“Soliciting Dealers”) who will solicit purchases of Creation Units of shares. Such Soliciting Dealers may also be Authorized Participants (as discussed in “Procedures for Creation of Creation Units” below) or DTC participants (as defined below).
The Distribution Agreement has an initial term of up to two years and will continue in effect only if such continuance is specifically approved at least annually by the Board of Directors or by vote of a majority of a Fund’s outstanding voting securities and, in either case, by a majority of the Independent Directors. The Distribution Agreement is terminable without penalty by the Company, on behalf of a Fund, on 60 days’ written notice when authorized either by a majority vote of a Fund’s shareholders or by vote of a majority of the Board of Directors, including a majority of the Independent Directors, or by the Distributor on 60 days’ written notice, and will automatically terminate in the event of its “assignment,” as defined in the 1940 Act.
PURCHASE AND REDEMPTION OF CREATION UNITS
Purchase and Issuance of Creation Units
The Company issues and sells shares of a Fund only: (i) in Creation Units on a continuous basis through the Distributor, without a sales load (but subject to transaction fees), at their NAV next determined after receipt of an order, on any Business Day, in proper form pursuant to the terms of the Authorized Participant Agreement (“Participant Agreement”); or (ii) pursuant to the Dividend Reinvestment Service (defined below). The NAV of the Fund’s shares is calculated each Business Day as of the close of regular trading on the NYSE, generally 4:00 p.m., Eastern Time. A Fund will not issue fractional Creation Units. A Business Day is any day on which the NYSE is open for business.
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FUND DEPOSIT. The consideration for purchase of a Creation Unit of a Fund generally consists of the in-kind deposit of a designated portfolio of securities (the “Deposit Securities”) per each Creation Unit, constituting a substantial replication of a Fund and a Cash Component (defined below), computed as described below. Notwithstanding the foregoing, the Company reserves the right to permit or require the substitution of a “cash in lieu” amount (“Deposit Cash”) to be added to the Cash Component to replace any Deposit Security. When accepting purchases of Creation Units for all or a portion of Deposit Cash, a Fund may incur additional costs associated with the acquisition of Deposit Securities that would otherwise be provided by an in-kind purchaser. These additional costs associated with the acquisition of Deposit Securities (“Non-Standard Charges”) may be recoverable from the purchaser of creation units.
Together, the Deposit Securities or Deposit Cash, as applicable, and the Cash Component constitute the “Fund Deposit,” which represents the minimum initial and subsequent investment amount for a Creation Unit of a Fund. The “Cash Component” is an amount equal to the difference between the NAV of the shares (per Creation Unit) and the market value of the Deposit Securities or Deposit Cash, as applicable. If the Cash Component is a positive number (i.e., the NAV per Creation Unit exceeds the market value of the Deposit Securities or Deposit Cash, as applicable), the Cash Component will be such positive amount. If the Cash Component is a negative number (i.e., the NAV per Creation Unit is less than the market value of the Deposit Securities or Deposit Cash, as applicable), the Cash Component shall be such negative amount and the creator will be entitled to receive cash in an amount equal to the Cash Component. The Cash Component serves the function of compensating for any differences between the NAV per Creation Unit and the market value of the Deposit Securities or Deposit Cash, as applicable. Computation of the Cash Component excludes any stamp duty or other similar fees and expenses payable upon transfer of beneficial ownership of the Deposit Securities, if applicable, which will be the sole responsibility of the Authorized Participant (as defined below).
Each Fund, through the National Securities Clearing Corporation ("NSCC"), makes available on each Business Day, immediately prior to the opening of business on the Exchange (currently 9:30 a.m., Eastern time), the list of the names and the required number of shares of each Deposit Security or the required amount of Deposit Cash, as applicable, to be included in the current Fund Deposit (based on information at the end of the previous Business Day) for a Fund. Such Fund Deposit is subject to any applicable adjustments as described below, in order to effect purchases of Creation Units of a Fund until such time as the next-announced composition of the Deposit Securities or the required amount of Deposit Cash, as applicable, is made available.
The identity and number of shares of the Deposit Securities or the amount of Deposit Cash, as applicable, required for the Fund Deposit for a Fund changes as rebalancing adjustments and corporate action events are reflected from time to time by the Adviser with a view to the investment objectives of a Fund.
The Company reserves the right to permit or require the substitution of an amount of cash (i.e., a “cash in lieu” amount) to replace any Deposit Security, which will be added to the Deposit Cash, if applicable, and the Cash Component, including, without limitation, in situations where the Deposit Security: (i) may not be available in sufficient quantity for delivery; (ii) may not be eligible for transfer through the systems of DTC for corporate securities and municipal securities; (iii) may not be eligible for trading by an Authorized Participant (as defined below) or the investor for which it is acting; (iv) would be restricted under the securities laws or where the delivery of the Deposit Security to the Authorized Participant would result in the disposition of the Deposit Security by the Authorized Participant becoming restricted under the securities laws; or (v) in certain other situations (collectively, “custom orders”).
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CASH PURCHASE METHOD. The Company may at its discretion permit full or partial cash purchases of Creation Units of a Fund in instances permitted by the exemptive relief the Adviser is relying on in offering a Fund. When full or partial cash purchases of Creation Units are available or specified for a Fund, they will be effected in essentially the same manner as in-kind purchases thereof. In the case of a full or partial cash purchase, the Authorized Participant must pay the cash equivalent of the Deposit Securities it would otherwise be required to provide through an in-kind purchase, plus the same Cash Component required to be paid by an in-kind purchaser together with a Creation Transaction Fee and Non-Standard Charges, as may be applicable.
PROCEDURES FOR PURCHASE OF CREATION UNITS. To be eligible to place orders with the Distributor to purchase a Creation Unit of a Fund, an entity must be (i) a “Participating Party”, i.e., a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of the NSCC (the “Clearing Process”), a clearing agency that is registered with the SEC; or (ii) a DTC Participant. In addition, each Participating Party or DTC Participant (each, an “Authorized Participant” or “AP”) must execute a Participant Agreement that has been agreed to by the Distributor, and that has been accepted by U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (“Transfer Agent” or “Fund Services”) and the Company, with respect to purchases and redemptions of Creation Units. Each AP will agree, pursuant to the terms of a Participant Agreement, on behalf of itself or any investor on whose behalf it will act, to certain conditions, including that it will pay to the Company an amount of cash sufficient to pay the Cash Component together with the Creation Transaction Fee (defined below) and any other applicable fees and taxes. The Adviser may retain all or a portion of the Transaction Fee to the extent the Adviser bears the expenses that otherwise would be borne by the Company in connection with the purchase of a Creation Unit, which the Transaction Fee is designed to cover.
All orders to purchase shares directly from a Fund must be placed for one or more Creation Units in the manner set forth and by the time(s) designated in the Participant Agreement (the “Cut-Off Time”). The date on which an order to purchase Creation Units (or an order to redeem Creation Units, as set forth below) is received and accepted is referred to as the “Order Placement Date.”
An AP may require an investor to make certain representations or enter into agreements with respect to the order (e.g., to provide for payments of cash, when required). Investors should be aware that their particular broker may not have executed a Participant Agreement and that, therefore, orders to purchase shares directly from a Fund in Creation Units have to be placed by the investor’s broker through an AP that has executed a Participant Agreement. In such cases there may be additional charges to such investor. At any given time, there may be only a limited number of broker-dealers that have executed a Participant Agreement and only a small number of such APs may have international capabilities.
On days when the Exchange closes earlier than normal, a Fund may require orders to create Creation Units to be placed earlier in the day. In addition, if a market or markets on which a Fund’s investments are primarily traded is closed on any day, a Fund will not accept orders on such day. Orders must be transmitted by an AP by telephone or other transmission method acceptable to the Distributor pursuant to procedures set forth in the Participant Agreement and in accordance with the AP Handbook. With respect to each Fund, the Distributor will notify the Custodian of such order. The Custodian will then provide such information to the appropriate local sub-custodian(s). Those placing orders through an AP should allow sufficient time to permit proper submission of the purchase order to the Distributor by the Cut-Off Time on the Business Day on which the order is placed. Economic or market disruptions or changes, or telephone or other communication failure may impede the ability to reach the Distributor or an AP.
Fund Deposits must be delivered by an AP through the Federal Reserve System (for cash) or through DTC (for corporate securities), through a subcustody agent (for foreign securities) and/or through such other arrangements allowed by the Company or its agents. With respect to foreign Deposit Securities, the Custodian will cause the subcustodian of such Fund to maintain an account into which the AP will deliver, on behalf of itself or the party on whose behalf it is acting, such Deposit Securities (or Deposit Cash for all or a part of such securities, as permitted or required), with any appropriate adjustments as advised by the Company. Foreign Deposit Securities must be delivered to an account maintained at the applicable local subcustodian. The Fund Deposit transfer must be ordered by the AP in a timely fashion so as to ensure the delivery of the requisite number of Deposit Securities or Deposit Cash, as applicable, to the account of a Fund or its agents by no later than the Settlement Date. All questions as to the number of Deposit Securities or Deposit Cash to be delivered, as applicable, and the validity, form and eligibility (including time of receipt) for the deposit of any tendered securities or cash, as applicable, will be determined by the Company, whose determination will be final and binding. The amount of cash represented by the Cash Component must be transferred directly to the Custodian through the Federal Reserve Bank wire transfer system in a timely manner so as to be received by the Custodian no later than the Settlement Date. If the Cash Component and the Deposit Securities or Deposit Cash, as applicable, are not received in a timely manner by the Settlement Date, the creation order may be cancelled. Upon written notice to the Distributor, such canceled order may be resubmitted the following Business Day using the Fund Deposit as newly constituted to reflect the then current NAV of a Fund.
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The order will be deemed to be received on the Business Day on which the order is placed, provided that the order is placed in proper form prior to the Cut-Off Time and the federal funds in the appropriate amount are deposited by 2:00 p.m., Eastern Time, with the Custodian on the Settlement Date. If the order is not placed in proper form as required, or federal funds in the appropriate amount are not received by 2:00 p.m., Eastern Time on the Settlement Date, then the order may be deemed to be rejected and the AP will be liable to the Fund for losses, if any, resulting therefrom. A creation request is considered to be in “proper form” if all procedures set forth in the Participant Agreement, AP Handbook and this SAI are properly followed.
ISSUANCE OF A CREATION UNIT. Except as provided herein, Creation Units will not be issued until the transfer of good title to the Company of the Deposit Securities or payment of Deposit Cash, as applicable, and the payment of the Cash Component have been completed. When the subcustodian has confirmed to the Custodian that the required Deposit Securities (or the cash value thereof) have been delivered to the account of the relevant subcustodian or subcustodians, the Distributor and the Adviser will be notified of such delivery, and the Company will issue and cause the delivery of the Creation Units. The delivery of Creation Units so created generally will occur no later than the third Business Day following the day on which the purchase order is deemed received by the Distributor. However, each Fund reserves the right to settle Creation Unit transactions on a basis other than the third Business Day following the day on which the purchase order is deemed received by the Distributor in order to accommodate foreign market holiday schedules, to account for different treatment among foreign and U.S. markets of dividend record dates and ex-dividend dates (that is the last day the holder of a security can sell the security and still receive dividends payable on the security), and in certain other circumstances. The AP will be liable to a Fund for losses, if any, resulting from unsettled orders.
Creation Units may be purchased in advance of receipt by the Company of all or a portion of the applicable Deposit Securities as described below. In these circumstances, the initial deposit will have a value greater than the NAV of the shares on the date the order is placed in proper form since in addition to available Deposit Securities, cash must be deposited in an amount equal to the sum of (i) the Cash Component, plus (ii) an additional amount of cash equal to a percentage of the market value as set forth in the Participant Agreement, of the undelivered Deposit Securities (the “Additional Cash Deposit”), which will be maintained in a separate non-interest bearing collateral account. An additional amount of cash will be required to be deposited with the Company, pending delivery of the missing Deposit Securities to the extent necessary to maintain the Additional Cash Deposit with the Company in an amount at least equal to the applicable percentage, as set forth in the Participant Agreement, of the daily marked to market value of the missing Deposit Securities. The Participant Agreement will permit the Company to buy the missing Deposit Securities at any time. Aps will be liable to the Company for the costs incurred by the Company in connection with any such purchases. These costs will be deemed to include the amount by which the actual purchase price of the Deposit Securities exceeds the market value of such Deposit Securities on the day the purchase order was deemed received by the Distributor plus the brokerage and related transaction costs associated with such purchases. The Company will return any unused portion of the Additional Cash Deposit once all of the missing Deposit Securities have been properly received by the Custodian or purchased by the Company and deposited into the Company. In addition, a Transaction Fee as set forth below under “Creation Transaction Fee” will be charged in all cases, unless otherwise advised by a Fund, and Non- Standard Charges may also apply. The delivery of Creation Units so created generally will occur no later than the Settlement Date.
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ACCEPTANCE OF ORDERS OF CREATION UNITS. The Company reserves the right to reject an order for Creation Units transmitted to it by the Distributor in respect of a Fund including, without limitation, if (a) the order is not in proper form; (b) the Deposit Securities or Deposit Cash, as applicable, delivered by the Participant are not as disseminated through the facilities of the NSCC for that date by the Custodian; (c) the investor(s), upon obtaining the shares ordered, would own 80% or more of the currently outstanding shares of a Fund; (d) the acceptance of the Fund Deposit would, in the opinion of counsel, be unlawful; or (e) the acceptance or receipt of the order for a Creation Unit would, in the opinion of counsel to the Company, be unlawful.
CREATION TRANSACTION FEE. A purchase (i.e., creation) transaction fee is imposed for the transfer and other transaction costs associated with the purchase of Creation Units, and investors will be required to pay a Creation Transaction Fee regardless of the number of Creation Units created in the transaction. A Fund may adjust the creation transaction fee from time to time based upon actual experience. In addition, a Fund may impose a Non-Standard Charge of up to 2% of the value of the creation transactions for cash creations, non- standard orders, or partial cash purchases for a Fund. A Fund may adjust the Non-Standard Charge from time to time based upon actual experience. Investors who use the services of an AP, broker or other such intermediary may be charged a fee for such services, which may include an amount for the Creation Transaction Fee and Non-Standard Charges. Investors are responsible for the costs of transferring the securities constituting the Deposit Securities to the account of the Company. The Adviser may retain all or a portion of the Transaction Fee to the extent the Adviser bears the expenses that otherwise would be borne by the Company in connection with the purchase of a Creation Unit, which the Transaction Fee is designed to cover. The standard Creation Transaction Fee for a Fund is $300.
RISKS OF PURCHASING CREATION UNITS. There are certain legal risks unique to investors purchasing Creation Units directly from a Fund. Because a Fund’s shares may be issued on an ongoing basis, a “distribution” of shares could be occurring at any time. Certain activities that a shareholder performs as a dealer could, depending on the circumstances, result in the shareholder being deemed a participant in the distribution in a manner that could render the shareholder a statutory underwriter and subject to the prospectus delivery and liability provisions of the Securities Act. For example, a shareholder could be deemed a statutory underwriter if it purchases Creation Units from a Fund, breaks them down into the constituent shares, and sells those shares directly to customers, or if a shareholder chooses to couple the creation of a supply of new shares with an active selling effort involving solicitation of secondary-market demand for shares. Whether a person is an underwriter depends upon all of the facts and circumstances pertaining to that person’s activities, and the examples mentioned here should not be considered a complete description of all the activities that could cause a shareholder to be deemed an underwriter.
Dealers who are not “underwriters” but are participating in a distribution (as opposed to engaging in ordinary secondary-market transactions), and thus dealing with a Fund’s shares as part of an “unsold allotment” within the meaning of Section 4(a)(3)(C) of the Securities Act, will be unable to take advantage of the prospectus delivery exemption provided by Section 4(a)(3)(C) of the Securities Act.
Redemption of Creation Units
Shares may be redeemed only in Creation Units at their NAV next determined after receipt of a redemption request in proper form by a Fund through the Transfer Agent and only on a Business Day. EXCEPT UPON LIQUIDATION OF A FUND, THE COMPANY WILL NOT REDEEM SHARES IN AMOUNTS LESS THAN CREATION UNITS. Investors must accumulate enough shares in the secondary market to constitute a Creation Unit in order to have such shares redeemed by the Company. There can be no assurance, however, that there will be sufficient liquidity in the public trading market at any time to permit assembly of a Creation Unit. Investors should expect to incur brokerage and other costs in connection with assembling a sufficient number of shares to constitute a redeemable Creation Unit.
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With respect to each Fund, the Custodian, through the NSCC, makes available immediately prior to the opening of business on the Exchange (currently 9:30 a.m., Eastern time) on each Business Day, the list of the names and share quantities of a Fund’s portfolio securities that will be applicable (subject to possible amendment or correction) to redemption requests received in proper form (as defined below) on that day (“Fund Securities”). Fund Securities received on redemption may not be identical to Deposit Securities.
Redemption proceeds for a Creation Unit are paid either in-kind or in cash, or combination thereof, as determined by the Company. With respect to in-kind redemptions of a Fund, redemption proceeds for a Creation Unit will consist of Fund Securities -- as announced by the Custodian on the Business Day of the request for redemption received in proper form -- plus cash in an amount equal to the difference between the NAV of the shares being redeemed, as next determined after a receipt of a request in proper form, and the value of the Fund Securities (the “Cash Redemption Amount”), less any fixed redemption transaction fee as set forth below and any Non-Standard Charges. If the Fund Securities have a value greater than the NAV of the shares, a compensating cash payment equal to the differential is required to be made by or through an AP by the redeeming shareholder. Notwithstanding the foregoing, at the Company’s discretion, an AP may receive the corresponding cash value of the securities in lieu of the in-kind securities value representing one or more Fund Securities.
CASH REDEMPTION METHOD. Although the Company does not ordinarily permit full or partial cash redemptions of Creation Units of a Fund, when full or partial cash redemptions of Creation Units are available or specified for a Fund, they will be effected in essentially the same manner as in-kind redemptions thereof. In the case of full or partial cash redemptions, the AP will receive the cash equivalent of the Fund Securities it would otherwise receive through an in-kind redemption, plus the same Cash Amount to be paid to an in-kind redeemer. A Fund may incur costs such as brokerage costs or taxable gains or losses that a Fund might not have incurred if the redemption had been made in-kind. These costs may decrease a Fund’s NAV to the extent that the costs are not offset by a transaction fee payable by an AP. Shareholders may be subject to tax on gains they would not otherwise have been subject to and/or at an earlier date than if a Fund had effected redemptions wholly on an in-kind basis.
REDEMPTION TRANSACTION FEES. A redemption transaction fee may be imposed for the transfer and other transaction costs associated with the redemption of Creation Units, and APs will be required to pay a Redemption Transaction Fee regardless of the number of Creation Units created in the transaction. The redemption transaction fee is the same no matter how many Creation Units are being redeemed pursuant to any one redemption request. A Fund may adjust the redemption transaction fee from time to time based upon actual experience. In addition, a Fund may impose a Non-Standard Charge of up to 2% of the value of a redemption transaction for cash redemptions, non-standard orders, or partial cash redemptions for a Fund. Investors who use the services of an AP, broker or other such intermediary may be charged a fee for such services which may include an amount for the Redemption Transaction Fees and Non-Standard Charges. Investors are responsible for the costs of transferring the securities constituting the Fund Securities to the account of the Company. The Non-Standard Charges are payable to a Fund as it incurs costs in connection with the redemption of Creation Units, the receipt of Fund Securities and the Cash Redemption Amount and other transactions costs. The standard Redemption Transaction Fee for a Fund is $300.
PROCEDURES FOR REDEMPTION OF CREATION UNITS. Orders to redeem Creation Units must be submitted in proper form to the Transfer Agent prior to the time as set forth in the Participant Agreement. A redemption request is considered to be in “proper form” if (i) an AP has transferred or caused to be transferred to the Company’s Transfer Agent the Creation Unit(s) being redeemed through the book- entry system of DTC so as to be effective by the time as set forth in the Participant Agreement and (ii) a request in form satisfactory to the Company is received by the Transfer Agent from the AP on behalf of itself or another redeeming investor within the time periods specified in the Participant Agreement. If the Transfer Agent does not receive the investor’s shares through DTC’s facilities by the times and pursuant to the other terms and conditions set forth in the Participant Agreement, the redemption request will be rejected.
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The AP must transmit the request for redemption, in the form required by the Company, to the Transfer Agent in accordance with procedures set forth in the Authorized Participant Agreement. Investors should be aware that their particular broker may not have executed an Authorized Participant Agreement, and that, therefore, requests to redeem Creation Units may have to be placed by the investor’s broker through an AP which has executed an Authorized Participant Agreement. Investors making a redemption request should be aware that such request must be in the form specified by such AP. Investors making a request to redeem Creation Units should allow sufficient time to permit proper submission of the request by an AP and transfer of the shares to the Company’s Transfer Agent; such investors should allow for the additional time that may be required to effect redemptions through their banks, brokers or other financial intermediaries if such intermediaries are not APs.
In connection with taking delivery of shares of Fund Securities upon redemption of Creation Units, a redeeming shareholder or AP acting on behalf of such Shareholder must maintain appropriate custody arrangements with a qualified broker-dealer, bank or other custody providers in each jurisdiction in which any of the Fund Securities are customarily traded, to which account such Fund Securities will be delivered. Deliveries of redemption proceeds generally will be made within three business days of the trade date.
ADDITIONAL REDEMPTION PROCEDURES. In connection with taking delivery of shares of Fund Securities upon redemption of Creation Units, the AP must maintain appropriate custody arrangements with a qualified broker-dealer, bank or other custody providers in each jurisdiction in which any of the Fund Securities are customarily traded, to which account such Fund Securities will be delivered. Deliveries of redemption proceeds generally will be made within three Business Days of trade date. However, due to the schedule of holidays in certain countries, the different treatment among foreign and U.S. markets of dividend record dates and dividend ex-dates (that is the last date the holder of a security can sell the security and still receive dividends payable on the security sold), and in certain other circumstances, the delivery of in-kind redemption proceeds may take longer than three Business Days after the day on which the redemption request is received in proper form. If neither the redeeming Shareholder nor the AP acting on behalf of such redeeming Shareholder has appropriate arrangements to take delivery of the Fund Securities in the applicable foreign jurisdiction and it is not possible to make other such arrangements, or if it is not possible to effect deliveries of the Fund Securities in such jurisdiction, the Company may, in its discretion, exercise its option to redeem such shares in cash, and the redeeming shareholder will be required to receive its redemption proceeds in cash.
If it is not possible to make other such arrangements, or it is not possible to effect deliveries of the Fund Securities, the Company may in its discretion exercise its option to redeem such shares in cash, and the redeeming investor will be required to receive its redemption proceeds in cash. In addition, an investor may request a redemption in cash that a Fund may, in its sole discretion, permit. In either case, the investor will receive a cash payment equal to the NAV of its shares based on the NAV of shares of the relevant Fund next determined after the redemption request is received in proper form (minus a redemption transaction fee and additional charge for requested cash redemptions specified above, to offset the Company’s brokerage and other transaction costs associated with the disposition of Fund Securities). A Fund may also, in its sole discretion, upon request of a shareholder, provide such redeemer a portfolio of securities that differs from the exact composition of the Fund Securities but does not differ in NAV.
Redemptions of shares for Fund Securities will be subject to compliance with applicable federal and state securities laws and a Fund (whether or not it otherwise permits cash redemptions) reserves the right to redeem Creation Units for cash to the extent that the Company could not lawfully deliver specific Fund Securities upon redemptions or could not do so without first registering the Fund Securities under such laws. An AP or an investor for which it is acting subject to a legal restriction with respect to a particular security included in the Fund Securities applicable to the redemption of Creation Units may be paid an equivalent amount of cash. The AP may request the redeeming investor of the shares to complete an order form or to enter into agreements with respect to such matters as compensating cash payment. Further, an AP that is not a “qualified institutional buyer,” (“QIB”) as such term is defined under Rule 144A of the Securities Act, will not be able to receive Fund Securities that are restricted securities eligible for resale under Rule 144A. An AP may be required by the Company to provide a written confirmation with respect to QIB status in order to receive Fund Securities.
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Because the portfolio securities of a Fund may trade on the relevant exchange(s) on days that the Exchange is closed or are otherwise not Business Days for such Fund, shareholders may not be able to redeem their shares of a Fund, or to purchase or sell shares of such Fund on the Exchange, on days when the NAV of such Fund could be significantly affecting by events in the relevant foreign markets.
The right of redemption may be suspended or the date of payment postponed with respect to each Fund (1) for any period during which the Exchange is closed (other than customary weekend and holiday closings); (2) for any period during which trading on the Exchange is suspended or restricted; (3) for any period during which an emergency exists as a result of which disposal of the shares of a Fund or determination of the NAV of the shares is not reasonably practicable; or (4) in such other circumstance as is permitted by the SEC.
PORTFOLIO HOLDINGS INFORMATION
The Company has adopted, on behalf of each Fund, a policy relating to the selective disclosure of a Fund’s portfolio holdings by the Adviser, Board, officers, or third party service providers, in accordance with regulations that seek to ensure that disclosure of information about portfolio holdings is in the best interest of the Fund’s shareholders. The policies relating to the disclosure of a Fund’s portfolio holdings are designed to allow disclosure of portfolio holdings information where necessary to a Fund’s operation without compromising the integrity or performance of a Fund. It is the policy of the Company that disclosure of a Fund’s portfolio holdings to a select person or persons prior to the release of such holdings to the public (“selective disclosure”) is prohibited, unless there are legitimate business purposes for selective disclosure.
The Company discloses portfolio holdings information as required in regulatory filings and shareholder reports, discloses portfolio holdings information as required by federal and state securities laws and may disclose portfolio holdings information in response to requests by governmental authorities. As required by the federal securities laws, including the 1940 Act, the Company will disclose a Fund’s portfolio holdings in applicable regulatory filings, including shareholder reports, reports on Form N-CSR, Form N-CEN, and Form N-PORT, or such other filings, reports or disclosure documents as the applicable regulatory authorities may require.
A Fund’s entire portfolio holdings will be publicly disseminated each business day and may be available through financial reporting and news services including publicly available internet websites.
The Company may distribute or authorize the distribution of information about a Fund’s portfolio holdings that is not publicly available to its third-party service providers, which include U.S. Bank, N.A., the custodian; Fund Services, the administrator, accounting agent and transfer agent; the Funds’ independent registered public accounting firm; Faegre Drinker Biddle & Reath LLP, legal counsel; FilePoint, the financial printer; the Funds’ proxy voting service(s); and the Company’s liquidity classification agent. These service providers are required to keep such information confidential, and are prohibited from trading based on the information or otherwise using the information except as necessary in providing services to a Fund. Such holdings are released on conditions of confidentiality, which include appropriate trading prohibitions. “Conditions of confidentiality” include confidentiality terms included in written agreements, implied by the nature of the relationship (e.g. attorney-client relationship), or required by fiduciary or regulatory principles (e.g., custody services provided by financial institutions). Portfolio holdings may also be provided earlier to shareholders and their agents who receive redemptions in kind that reflect a pro rata allocation of all securities held in a Fund’s portfolio.
Portfolio holdings may also be disclosed, upon authorization by a designated officer of the Adviser, to (i) certain independent reporting agencies recognized by the SEC as acceptable agencies for the reporting of industry statistical information and, (ii) financial consultants to assist them in determining the suitability of a Fund as an investment for their clients, in each case in accordance with the anti-fraud provisions of the federal securities laws and the Company’s and Adviser’s fiduciary duties to Fund shareholders. Disclosures to financial consultants are also subject to a confidentiality agreement and/or trading restrictions. The foregoing disclosures are made pursuant to the Company’s policy on selective disclosure of portfolio holdings. The Board or a committee thereof may, in limited circumstances, permit other selective disclosure of portfolio holdings subject to a confidentiality agreement and/or trading restrictions.
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The Adviser reserves the right to refuse to fulfill any request for portfolio holdings information from a shareholder or non-shareholder if it believes that providing such information will be contrary to the best interests of a Fund.
The Board provides ongoing oversight of the Company’s policies and procedures and compliance with such policies and procedures. As part of this oversight function, the Board receives from the CCO as necessary, reports on compliance with these policies and procedures. In addition, the Board receives an annual assessment of the adequacy and effectiveness of the policies and procedures with respect to a Fund, and any changes thereto, and an annual review of the operation of the policies and procedures. Any violation of the policy set forth above as well as any corrective action undertaken to address such violation must be reported by the Adviser, director, officer or third party service provider to the Company’s CCO, who will determine whether the violation should be reported immediately to the Board or at its next quarterly Board meeting.
DETERMINATION OF NET ASSET VALUE
The following information supplements and should be read in conjunction with the sections in the Funds’ Prospectus titled “HOW TO BUY AND SELL SHARES.”
NAV is determined as of the close of regular trading on the NYSE (generally 4:00 p.m. Eastern Time) each day the NYSE is open, except that no computation need be made on a day on which no orders to purchase or redeem shares have been received. The NYSE currently observes the following holidays: New Year’s Day, Martin Luther King Jr. Day (third Monday in January), Presidents Day (third Monday in February), Good Friday (Friday before Easter), Memorial Day (last Monday in May), Juneteenth National Independence Day, Independence Day, Labor Day (first Monday in September), Thanksgiving Day (fourth Thursday in November), and Christmas Day.
NAV per share is computed by dividing the value of a Fund’s net assets (i.e., the value of its assets less its liabilities) by the total number of that Fund’s shares outstanding. In computing NAV, securities are valued at market value as of the applicable NAV determination time. The Board has adopted a pricing and valuation policy for use by each Fund and its Valuation Designee (defined below) in calculating the Fund’s NAV. Pursuant to Rule 2a-5 under the 1940 Act, each Fund has designated the Adviser as its “Valuation Designee” to perform all of the fair value determinations as well as to perform all of the responsibilities that may be performed by the Valuation Designee in accordance with Rule 2a-5. The Valuation Designee is authorized to make all necessary determinations of the fair values of portfolio securities and other assets for which market quotations are not readily available or if it is deemed that the prices obtained from brokers and dealers or independent pricing services are unreliable. Securities, other than stock options, listed on the NYSE or other exchanges are valued on the basis of the last reported sale price on the exchange on which they are primarily traded. However, if the last sale price on the NYSE is different from the last sale price on any other exchange, the NYSE price will be used. If there are no sales on that day, then the securities are valued at the bid price on the NYSE or other primary exchange for that day. Securities traded in the over-the-counter (“OTC”) market are valued on the basis of the last sales price as reported by the National Association of Securities Dealers Automated Quotations (“NASDAQ”). If there are no sales on that day, then the securities are valued at the mean between the closing bid and asked prices as reported by NASDAQ. Stock options and stock index options traded on national securities exchanges or on NASDAQ are valued at the mean between the latest bid and asked prices for such options. Debt securities that mature in less than 60 days are valued at amortized cost (unless the Valuation Designee determines that this method does not represent fair value), if their original maturity was 60 days or less or by amortizing the value as of the 61st day before maturity, if their original term to maturity exceeded 60 days. A pricing service may be used to determine the fair value of securities held by a Fund. Any such service might value the investments based on methods that include consideration of yields or prices of securities of comparable quality, coupon, maturity, and type; indications as to values from dealers; and general market conditions. The service may also employ electronic data-processing techniques, a matrix system, or both to determine valuation. The Board will review and monitor the methods such services use to assure itself that securities are valued at their fair values.
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The
values of securities held by the Fund and other assets used in computing NAV are determined as of the time at which trading in
such securities is completed each day. That time, in the case of foreign securities, generally occurs at various times before
the close of the NYSE. Trading in securities listed on foreign securities exchanges will be valued at the last sale or, if no
sales are reported, at the bid price as of the close of the exchange, subject to possible adjustment as described in the Prospectus.
Foreign currency exchange rates are also generally determined before the close of the NYSE. On occasion, the values of such securities
and exchange rates may be affected by events occurring between the time as of which determinations of such values or exchange
rates are made and the close of the NYSE. When such events materially affect the value of securities held by a Fund or its liabilities,
such securities and liabilities will be valued at fair value by the Adviser, as the Funds’ Valuation Designee, in accordance
with procedures adopted in good faith by the Board. The values of any assets and liabilities initially expressed in foreign currencies
will be converted to U.S. dollars based on exchange rates supplied by a quotation service.
DIVIDENDS, DISTRIBUTIONS, AND TAXES
The following information supplements and should be read in conjunction with the section in the Funds’ Prospectus titled “DIVIDENDS, DISTRIBUTIONS, AND TAXES.” In addition, the following is only a summary of certain U.S. federal income tax considerations that generally affect a Fund and its shareholders. No attempt is made to present a comprehensive explanation of the tax treatment of a Fund or its shareholders, and the discussion here and in the Prospectus is not intended as a substitute for careful tax planning. Shareholders are urged to consult their tax advisors with specific reference to their own tax situations, including their state, local, and foreign tax liabilities.
It is the policy of the Company each fiscal year to distribute substantially all of a Fund’s net investment income (i.e., generally, the income that it earns from dividends and interest on its investments, and any short-term capital gains, net of Fund expenses) and net capital gains (i.e., the excess of a Fund’s net long-term capital gains over its net short-term capital losses), if any, to its shareholders.
Dividend Reinvestment Service
The Funds will not make the DTC book-entry dividend reinvestment service available for use by beneficial owners for reinvestment of their cash proceeds, but certain individual broker-dealers may make available the DTC book-entry Dividend Reinvestment Service for use by beneficial owners of a Fund through DTC Participants for reinvestment of their dividend distributions. Investors should contact their brokers to ascertain the availability and description of these services. Beneficial owners should be aware that each broker may require investors to adhere to specific procedures and timetables in order to participate in the dividend reinvestment service and investors should ascertain from their brokers such necessary details. If this service is available and used, dividend distributions of both income and realized gains will be automatically reinvested in additional whole shares issued by a Fund at NAV. Distributions reinvested in additional shares of a Fund will nevertheless be taxable to beneficial owners acquiring such additional shares to the same extent as if such distributions had been received in cash.
Taxes – General
The discussions of the federal tax consequences in the Prospectus and this SAI are based on the Code and the regulations issued under it, and court decisions and administrative interpretations, as in effect on the date of the Prospectus and this SAI, respectively. Future legislative or administrative changes or court decisions may significantly alter the statements included herein, and any such changes or decisions may be retroactive. Each Fund has elected to be, and intends to qualify each year for treatment as, a regulated investment company under Subchapter M of Subtitle A, Chapter 1, of the Code. As such, each Fund generally will be exempt from federal income tax on its net investment income and realized capital gains that it distributes to shareholders. To qualify for treatment as a regulated investment company, each Fund must meet three important tests each year.
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First, each Fund must derive with respect to each taxable year at least 90% of its gross income from dividends, interest, certain payments with respect to securities loans, gains from the sale or other disposition of stock or securities or foreign currencies, other income derived with respect to its business of investing in such stock, securities, or currencies, or net income derived from interests in qualified publicly traded partnerships.
Second, generally, at the close of each quarter of its taxable year, at least 50% of the value of each Fund’s assets must consist of cash and cash items, U.S. government securities, securities of other regulated investment companies, and securities of other issuers (as to which such Fund has not invested more than 5% of the value of its total assets in securities of such issuer and as to which such Fund does not hold more than 10% of the outstanding voting securities of such issuer), and no more than 25% of the value of such Fund’s total assets may be invested in the securities (other than U.S. government securities and securities of other regulated investment companies) of (1) any one issuer, (2) two or more issuers that such Fund controls and that are engaged in the same or similar trades or businesses, or (3) one or more qualified publicly traded partnerships.
Third, each Fund must distribute an amount equal to at least the sum of 90% of its investment company taxable income (net investment income and the excess of net short-term capital gain over net long-term capital loss) before taking into account any deduction for dividends paid, and 90% of its tax-exempt income, if any, for the year.
Each Fund intends to comply with these requirements. If a Fund were to fail to make sufficient distributions, it could be liable for corporate income tax (which may include interest or penalties) and for excise tax (as discussed below) in respect of the shortfall or, if the shortfall is large enough and such Fund does not satisfy the 90% distribution requirement described above, such Fund could be disqualified as a regulated investment company. If for any taxable year a Fund were not to qualify as a regulated investment company, all its taxable income would be subject to tax at regular corporate rates without any deduction for distributions to shareholders. In that event, taxable shareholders would recognize dividend income on distributions (including distributions of capital gains) to the extent of a Fund’s current and accumulated earnings and profits, and corporate shareholders could be eligible for the dividends-received deduction.
The Code imposes a nondeductible 4% excise tax on regulated investment companies that fail to distribute each year an amount equal to specified percentages of their ordinary taxable income and capital gain net income (excess of capital gains over capital losses). Each Fund intends to make sufficient distributions or deemed distributions each year to avoid liability for this excise tax.
Each Fund’s hedging and derivatives transactions are subject to special and complex U.S. federal income tax provisions that may, among other things, (i) disallow, suspend or otherwise limit the allowance of certain losses or deductions, (ii) convert lower-taxed long-term capital gain into higher-taxed short-term capital gain or ordinary income, (iii) convert an ordinary loss or a deduction into a capital loss (the deductibility of which is more limited), (iv) cause a Fund to recognize income or gain without a corresponding receipt of cash, (v) adversely affect the time as to when a purchase or sale of stock or securities is deemed to occur, (vi) adversely alter the intended characterization of certain complex financial transactions and (vii) produce income that will not be treated as qualifying income for purposes of the 90% gross income test described above. These rules could therefore affect the character, amount and timing of distributions to shareholders and a Fund’s status as a regulated investment company. Each Fund will monitor its transactions and may make certain tax elections in order to mitigate the effect of these provisions.
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Each Fund’s investment in non-U.S. securities may be subject to non-U.S. withholding taxes. In that case, such Fund’s yield on those securities would be decreased. Shareholders will generally not be entitled to claim a credit or deduction with respect to any non-U.S. taxes paid by a Fund.
Loss Carryforwards
For federal income tax purposes, each Fund is generally permitted to carry forward a net capital loss in any year to offset its own capital gains, if any, during subsequent years.
State and Local Taxes
Although each Fund expects to qualify as a regulated investment company and to be relieved of all or substantially all federal income taxes, depending upon the extent of its activities in states and localities in which its offices are maintained, in which its agents or independent contractors are located or in which it is otherwise deemed to be conducting business, a Fund may be subject to the tax laws of such states or localities.
PORTFOLIO TRANSACTIONS AND BROKERAGE
Subject to the general supervision of the Board, the Adviser is responsible for decisions to buy and sell securities for the Funds, the selection of brokers and dealers to effect the transactions, and the negotiation of brokerage commissions, if any. Purchases and sales of securities on a stock exchange are effected through brokers who charge a commission for their services. In the OTC market, securities are generally traded on a “net” basis, with dealers acting as principal for their own accounts without a stated commission, although the price of the security usually includes a profit to the dealer. In underwritten offerings, securities are purchased at a fixed price, which includes an amount of compensation to the underwriter, generally referred to as the underwriter’s concession or discount. Certain money market instruments may be purchased directly from an issuer, in which case no commission or discounts are paid.
The Adviser may serve as an investment adviser to other clients, including private investment companies, and the Adviser may in the future act as an investment adviser to other registered investment companies. It is the practice of the Adviser to cause purchase and sale transactions to be allocated among the Funds and others whose assets are managed by the Adviser in such manner as it deems equitable. In making such allocations, the main factors considered are the respective investment objectives, the relative size of portfolio holdings of the same or comparable securities, the availability of cash for investment, the size of investment commitments generally held, and the opinions of the persons responsible for managing the Funds and the other client accounts. This procedure may, under certain circumstances, have an adverse effect on the Funds.
The policy of the Funds regarding purchases and sales of securities is that primary consideration will be given to obtaining the most favorable prices and efficient executions of transactions. Consistent with this policy, when securities transactions are effected on a stock exchange, the Funds’ policy is to pay commissions that are considered fair and reasonable without necessarily determining that the lowest possible commissions are paid in all circumstances. The Adviser believes that a requirement always to seek the lowest commission cost could impede effective management and preclude the Adviser from obtaining high-quality brokerage and research services. In seeking to determine the reasonableness of brokerage commissions paid in any transaction, the Adviser relies on its experience and knowledge regarding commissions generally charged by various brokers and on its judgment in evaluating the brokerage and research services received from the broker effecting the transaction.
In seeking to implement the Funds’ policies, the Adviser, through a brokerage or an outsourced trading desk, conducts trades on behalf of the Funds and effects transactions with brokers and dealers that it believes provide the most favorable prices and are capable of providing efficient executions. The Adviser may place portfolio transactions with a broker or dealer that furnishes research and other services to the Adviser and may pay higher commissions to brokers in recognition of research provided (or direct the payment of commissions to such brokers). Such services may include, but are not limited to, any one or more of the following: (1) information as to the availability of securities for purchase or sale, (2) statistical or factual information or opinions pertaining to investments, (3) wire services, (4) and appraisals or evaluations of portfolio securities. The information and services received by the Adviser from brokers and dealers may be of benefit in the management of accounts of other clients and may not in all cases benefit the Company directly. While such services are useful and important in supplementing its own research and facilities, the Adviser believes the value of such services is not determinable and does not significantly reduce its expenses.
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No brokerage transaction information is provided because the Funds had not commenced operations prior to the date of this SAI.
SECURITIES LENDING
Securities Finance Trust Company (otherwise known as and referred to herein as “eSecLending”) serves as securities lending agent for the Funds and in that role administers the Funds’ securities lending program pursuant to the terms of a Securities Lending Agency Agreement entered into between the Funds and eSecLending.
As securities lending agent, eSecLending is responsible for marketing to approved borrowers available securities from the Funds’ portfolio. eSecLending is responsible for the administration and management of the Funds’ securities lending program, including the preparation and execution of a participant agreement with each borrower governing the terms and conditions of any securities loan, ensuring that securities loans are properly coordinated and documented with the Funds’ custodian, ensuring that loaned securities are daily valued and that the corresponding required cash collateral of at least 102% of the current market value of the loaned securities is delivered by the borrower(s), using best efforts to obtain additional collateral on the next business day if the value of the collateral falls below the required amount, and arranging for the investment of cash collateral received from borrowers in accordance with the Funds’ investment guidelines.
eSecLending receives as compensation for its services a portion of the amount earned by the Funds for lending securities.
PROXY VOTING PROCEDURES
The Board has delegated the responsibility of voting proxies with respect to the portfolio securities purchased and/or held by the Funds (“portfolio proxies”) to the Adviser, subject to the Board’s continuing oversight.
Policies of the Adviser
The Adviser’s proxy voting policy establishes minimum standards for the exercise of proxy voting authority by the Adviser. The Adviser’s proxy voting policies and procedures are set forth in Appendix B.
Each Fund may invest its assets in debt securities, which generally do not issue proxies. However, a Fund may also invest in other types of securities that may issue proxies.
More Information
The Company is required to disclose annually the Funds’ complete proxy voting record on Form N-PX. The Funds’ proxy voting record for the most recent 12-month period ended June 30th will be available upon request by calling 1-800-617-0004 or by writing to the Funds c/o U.S. Bank Global Fund Services, PO Box 701, Milwaukee, Wisconsin 53201-0701. The Funds’ Form N-PX will also be available on the SEC’s website at www.sec.gov.
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PAYMENTS TO FINANCIAL INTERMEDIARIES
The Adviser and/or its affiliates, at their discretion, may make payments from their own resources and not from Fund assets to affiliated or unaffiliated brokers, dealers, banks (including bank trust departments), trust companies, registered investment advisers, financial planners, retirement plan administrators, insurance companies, and any other institution having a service, administration, or any similar arrangement with a Fund, its service providers or their respective affiliates, as incentives to help market and promote a Fund and/or in recognition of its distribution, marketing, administrative services, and/or processing support.
These additional payments may be made to financial intermediaries that sell Fund shares or provide services to a Fund, the Distributor or shareholders of a Fund through the financial intermediary’s retail distribution channel and/or fund supermarkets. Payments may also be made through the financial intermediary’s retirement, qualified tuition, fee-based advisory, wrap fee bank trust, or insurance (e.g., individual or group annuity) programs. These payments may include, but are not limited to, placing a Fund in a financial intermediary’s retail distribution channel or on a preferred or recommended fund list; providing business or shareholder financial planning assistance; educating financial intermediary personnel about a Fund; providing access to sales and management representatives of the financial intermediary; promoting sales of Fund shares; providing marketing and educational support; maintaining share balances and/or for sub-accounting, administrative or shareholder transaction processing services. A financial intermediary may perform the services itself or may arrange with a third party to perform the services.
The Adviser and/or its affiliates may also make payments from their own resources to financial intermediaries for costs associated with the purchase of products or services used in connection with sales and marketing, participation in and/or presentation at conferences or seminars, sales or training programs, client and investor entertainment and other sponsored events. The costs and expenses associated with these efforts may include travel, lodging, sponsorship at educational seminars and conferences, entertainment and meals to the extent permitted by law.
Revenue sharing payments may be negotiated based on a variety of factors, including the level of sales, the amount of Fund assets attributable to investments in a Fund by financial intermediaries’ customers, a flat fee or other measures as determined from time to time by the Adviser and/or its affiliates. A significant purpose of these payments is to increase the sales of Fund shares, which in turn may benefit the Adviser through increased fees as Fund assets grow.
ADDITIONAL INFORMATION CONCERNING COMPANY SHARES
The Company has authorized capital of 100 billion shares of common stock at a par value of $0.001 per share. Currently, 94.823 billion shares have been classified into 255 classes. However, the Company only has approximately 70 active share classes that have begun investment operations. Under the Company’s charter, the Board has the power to classify and reclassify any unissued shares of common stock from time to time.
Each share that represents an interest in each Fund has an equal proportionate interest in the assets belonging to that Fund with each other share that represents an interest in that Fund, even where a share has a different class designation than another share representing an interest in that Fund. Shares of the Company do not have preemptive or conversion rights. When issued for payment as described in the Prospectus, shares of the Company will be fully paid and non-assessable.
The Company does not currently intend to hold annual meetings of shareholders except as required by the 1940 Act or other applicable law. The Company’s amended By-Laws provide that shareholders owning at least ten percent of the outstanding shares of all classes of Common Stock of the Company have the right to call for a meeting of shareholders to consider the removal of one or more directors. To the extent required by law, the Company will assist in shareholder communication in such matters.
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Holders of shares of each class of the Company will vote in the aggregate on all matters, except where otherwise required by law. Further, shareholders of the Company will vote in the aggregate and not by portfolio except as otherwise required by law or when the Board determines that the matter to be voted upon affects only the interests of the shareholders of a particular portfolio or class of shares. Rule 18f-2 under the 1940 Act provides that any matter required to be submitted by the provisions of such Act or applicable state law, or otherwise, to the holders of the outstanding voting securities of an investment company such as the Company shall not be deemed to have been effectively acted upon unless approved by the holders of a majority of the outstanding voting securities of each portfolio affected by the matter. Rule 18f-2 further provides that a portfolio shall be deemed to be affected by a matter unless it is clear that the interests of each portfolio in the matter are identical or that the matter does not affect any interest of the portfolio. Under Rule 18f-2 the approval of an investment advisory agreement or distribution agreement or any change in a fundamental investment objective or fundamental investment policy would be effectively acted upon with respect to a portfolio only if approved by the holders of a majority of the outstanding voting securities of such portfolio. However, Rule 18f-2 also provides that the ratification of the selection of independent public accountants and the election of directors are not subject to the separate voting requirements and may be effectively acted upon by shareholders of an investment company voting without regard to a portfolio. Shareholders of the Company are entitled to one vote for each full share held (irrespective of class or portfolio) and fractional votes for fractional shares held. Voting rights are not cumulative and, accordingly, the holders of more than 50% of the aggregate shares of common stock of the Company may elect all of the Directors.
Notwithstanding any provision of Maryland law requiring a greater vote of shares of the Company’s common stock (or of any class voting as a class) in connection with any corporate action, unless otherwise provided by law (for example by Rule 18f-2 discussed above), or by the Company’s Articles of Incorporation and By-Laws, the Company may take or authorize such action upon the favorable vote of the holders of more than 50% of all of the outstanding shares of Common Stock voting without regard to class (or portfolio).
GENERAL INFORMATION
Anti-Money Laundering Program
The Funds have established an Anti-Money Laundering Compliance Program (the “Program”) as required by the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA PATRIOT Act”). To ensure compliance with this law, the Funds’ Program provides for the development of internal practices, procedures, and controls, designation of anti-money laundering compliance officers, an ongoing training program, and an independent audit function to determine the effectiveness of the Program.
Procedures to implement the Program include, but are not limited to, determining that certain of its service providers have established proper anti-money laundering procedures, reporting suspicious and/or fraudulent activity, and conducting a complete and thorough review of all new account applications. The Fund will not transact business with any person or legal entity and beneficial owner, if applicable, whose identity cannot be adequately verified under the provisions of the USA PATRIOT Act.
Independent Registered Public Accounting Firm
The independent registered public accounting firm is responsible for conducting the annual audit of the Funds’ financial statements. The selection of the independent registered public accounting firm is approved annually by the Board.
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Transfer Agent
Fund Services, 615 East Michigan Street, Milwaukee, Wisconsin 53202, serves as the Funds’ transfer agent and dividend disbursing agent.
Custodian
U.S. Bank, N.A, 1555 North Rivercenter Drive, Suite 302, Milwaukee, WI 53212, serves as custodian (the “Custodian”) of the Funds’ assets and is responsible for maintaining custody of the Funds’ cash and investments and retaining sub-custodians, including in connection with the custody of foreign securities. Cash held by the Custodian, the amount of which may at times be substantial, is insured by the Federal Deposit Insurance Corporation up to the amount of available insurance coverage limits. The Custodian and Fund Services are affiliates.
Administrator
Fund Services, 615 East Michigan Street, Milwaukee, WI 53202, serves as the administrator (the “Administrator”) and provides various administrative and accounting services necessary for the operations of the Funds. Services provided by the Administrator include facilitating general Fund management; monitoring Fund compliance with federal and state regulations; supervising the maintenance of the Funds’ general ledger, the preparation of the Funds’ financial statements, the determination of NAV, and the payment of dividends and other distributions to shareholders; and preparing specified financial, tax, and other reports. The Custodian and the Administrator are affiliates.
No administration fee information is provided because the Funds had not commenced operations prior to the date of this SAI.
Legal Counsel
Faegre Drinker Biddle & Reath LLP, One Logan Square, Suite 2000, Philadelphia, Pennsylvania 19103-6996, serves as counsel to the Company.
Registration Statement
This SAI and the Prospectus do not contain all of the information set forth in the Registration Statement the Company has filed with the SEC. The complete Registration Statement may be obtained from the SEC upon payment of the fee prescribed by SEC rules and regulations. A text-only version of the Registration Statement is available on the SEC’s website, www.sec.gov.
FINANCIAL STATEMENTS
As the Funds had not commenced operations prior to the date of this SAI, there are no annual financial statements available at this time. Shareholders of the Funds will be informed of the Funds’ progress through periodic reports when those reports become available. Financial statements certified by the independent registered public accounting firm will be submitted to shareholders at least annually.
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APPENDIX A
DESCRIPTION OF SECURITIES RATINGS
Short-Term Credit Ratings
An S&P Global Ratings short-term issue credit rating is generally assigned to those obligations considered short-term in the relevant market. The following summarizes the rating categories used by S&P Global Ratings for short-term issues:
“A-1” – A short-term obligation rated “A-1” is rated in the highest category by S&P Global Ratings. The obligor’s capacity to meet its financial commitments on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligor’s capacity to meet its financial commitment on these obligations is extremely strong.
“A-2” – A short-term obligation rated “A-2” is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligor’s capacity to meet its financial commitments on the obligation is satisfactory.
“A-3” – A short-term obligation rated “A-3” exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to weaken an obligor’s capacity to meet its financial commitments on the obligation.
“B” – A short-term obligation rated “B” is regarded as vulnerable and has significant speculative characteristics. The obligor currently has the capacity to meet its financial commitments; however, it faces major ongoing uncertainties that could lead to the obligor’s inadequate capacity to meet its financial commitments.
“C” – A short-term obligation rated “C” is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitments on the obligation.
“D” – A short-term obligation rated “D” is in default or in breach of an imputed promise. For non-hybrid capital instruments, the “D” rating category is used when payments on an obligation are not made on the date due, unless S&P Global Ratings believes that such payments will be made within any stated grace period. However, any stated grace period longer than five business days will be treated as five business days. The “D” rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions. A rating on an obligation is lowered to “D” if it is subject to a distressed debt restructuring.
Local Currency and Foreign Currency Ratings – S&P Global Ratings’ issuer credit ratings make a distinction between foreign currency ratings and local currency ratings. A foreign currency rating on an issuer can differ from the local currency rating on it when the obligor has a different capacity to meet its obligations denominated in its local currency, versus obligations denominated in a foreign currency.
“NR” – This indicates that a rating has not been assigned or is no longer assigned.
Moody’s Investors Service (“Moody’s”) short-term ratings are forward-looking opinions of the relative credit risks of financial obligations with an original maturity of thirteen months or less and reflect both on the likelihood of a default or impairment on contractual financial obligations and the expected financial loss suffered in the event of default or impairment.
Moody’s employs the following designations to indicate the relative repayment ability of rated issuers:
“P-1” – Issuers (or supporting institutions) rated Prime-1 reflect a superior ability to repay short-term obligations.
A-1
“P-2” – Issuers (or supporting institutions) rated Prime-2 reflect a strong ability to repay short-term obligations.
“P-3” – Issuers (or supporting institutions) rated Prime-3 reflect an acceptable ability to repay short-term obligations.
“NP” – Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.
“NR” – Is assigned to an unrated issuer, obligation and/or program.
Fitch, Inc. / Fitch Ratings Ltd. (“Fitch”) short-term issuer or obligation rating is based in all cases on the short-term vulnerability to default of the rated entity and relates to the capacity to meet financial obligations in accordance with the documentation governing the relevant obligation. Short-term deposit ratings may be adjusted for loss severity. Short-term ratings are assigned to obligations whose initial maturity is viewed as “short-term” based on market convention.1 Typically, this means up to 13 months for corporate, sovereign, and structured obligations and up to 36 months for obligations in U.S. public finance markets. The following summarizes the rating categories used by Fitch for short-term obligations:
“F1” – Securities possess the highest short-term credit quality. This designation indicates the strongest intrinsic capacity for timely payment of financial commitments; may have an added “+” to denote any exceptionally strong credit feature.
“F2” – Securities possess good short-term credit quality. This designation indicates good intrinsic capacity for timely payment of financial commitments.
“F3” – Securities possess fair short-term credit quality. This designation indicates that the intrinsic capacity for timely payment of financial commitments is adequate.
| 1 | A long-term rating can also be used to rate an issue with short maturity. |
“B” – Securities possess speculative short-term credit quality. This designation indicates minimal capacity for timely payment of financial commitments, plus heightened vulnerability to near term adverse changes in financial and economic conditions.
“C” – Securities possess high short-term default risk. Default is a real possibility.
“RD” – Restricted default. Indicates an entity that has defaulted on one or more of its financial commitments, although it continues to meet other financial obligations. Typically applicable to entity ratings only.
“D” – Default. Indicates a broad-based default event for an entity, or the default of a short-term obligation.
“NR” – Is assigned to an issue of a rated issuer that are not and have not been rated.
The DBRS Morningstar® Ratings Limited (“DBRS Morningstar”) short-term obligation ratings provide DBRS Morningstar’s opinion on the risk that an issuer will not meet its short-term financial obligations in a timely manner. The obligations rated in this category typically have a term of shorter than one year. The R-1 and R-2 rating categories are further denoted by the subcategories “(high)”, “(middle)”, and “(low)”.
A-2
The following summarizes the ratings used by DBRS Morningstar for commercial paper and short-term debt:
“R-1 (high)” - Short-term debt rated “R-1 (high)” is of the highest credit quality. The capacity for the payment of short-term financial obligations as they fall due is exceptionally high. Unlikely to be adversely affected by future events.
“R-1 (middle)” – Short-term debt rated “R-1 (middle)” is of superior credit quality. The capacity for the payment of short-term financial obligations as they fall due is very high. Differs from “R-1 (high)” by a relatively modest degree. Unlikely to be significantly vulnerable to future events.
“R-1 (low)” – Short-term debt rated “R-1 (low)” is of good credit quality. The capacity for the payment of short-term financial obligations as they fall due is substantial. Overall strength is not as favorable as higher rating categories. May be vulnerable to future events, but qualifying negative factors are considered manageable.
“R-2 (high)” – Short-term debt rated “R-2 (high)” is considered to be at the upper end of adequate credit quality. The capacity for the payment of short-term financial obligations as they fall due is acceptable. May be vulnerable to future events.
“R-2 (middle)” – Short-term debt rated “R-2 (middle)” is considered to be of adequate credit quality. The capacity for the payment of short-term financial obligations as they fall due is acceptable. May be vulnerable to future events or may be exposed to other factors that could reduce credit quality.
“R-2 (low)” – Short-term debt rated “R-2 (low)” is considered to be at the lower end of adequate credit quality. The capacity for the payment of short-term financial obligations as they fall due is acceptable. May be vulnerable to future events. A number of challenges are present that could affect the issuer’s ability to meet such obligations.
“R-3” – Short-term debt rated “R-3” is considered to be at the lowest end of adequate credit quality. There is a capacity for the payment of short-term financial obligations as they fall due. May be vulnerable to future events and the certainty of meeting such obligations could be impacted by a variety of developments.
“R-4” – Short-term debt rated “R-4” is considered to be of speculative credit quality. The capacity for the payment of short-term financial obligations as they fall due is uncertain.
“R-5” – Short-term debt rated “R-5” is considered to be of highly speculative credit quality. There is a high level of uncertainty as to the capacity to meet short-term financial obligations as they fall due.
“D” – A downgrade to “D” may occur when the issuer has filed under any applicable bankruptcy, insolvency or winding-up statute or there is a failure to satisfy an obligation after the exhaustion of grace periods. DBRS Morningstar may also use “SD” (Selective Default) in cases where only some securities are impacted, such as the case of a “distressed exchange”.
Long-Term Issue Credit Ratings
The following summarizes the ratings used by S&P Global Ratings for long-term issues:
A-3
“AAA” – An obligation rated “AAA” has the highest rating assigned by S&P Global Ratings. The obligor’s capacity to meet its financial commitments on the obligation is extremely strong.
“AA” – An obligation rated “AA” differs from the highest-rated obligations only to a small degree. The obligor’s capacity to meet its financial commitments on the obligation is very strong.
“A” – An obligation rated “A” is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligor’s capacity to meet its financial commitments on the obligation is still strong.
“BBB” – An obligation rated “BBB” exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to weaken the obligor’s capacity to meet its financial commitments on the obligation.
“BB,” “B,” “CCC,” “CC” and “C” – Obligations rated “BB,” “B,” “CCC,” “CC” and “C” are regarded as having significant speculative characteristics. “BB” indicates the least degree of speculation and “C” the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposure to adverse conditions.
“BB” – An obligation rated “BB” is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions that could lead to the obligor’s inadequate capacity to meet its financial commitments on the obligation.
“B” – An obligation rated “B” is more vulnerable to nonpayment than obligations rated “BB”, but the obligor currently has the capacity to meet its financial commitments on the obligation. Adverse business, financial, or economic conditions will likely impair the obligor’s capacity or willingness to meet its financial commitments on the obligation.
“CCC” – An obligation rated “CCC” is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitments on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitments on the obligation.
“CC” – An obligation rated “CC” is currently highly vulnerable to nonpayment. The “CC” rating is used when a default has not yet occurred but S&P Global Ratings expects default to be a virtual certainty, regardless of the anticipated time to default.
“C” – An obligation rated “C” is currently highly vulnerable to nonpayment, and the obligation is expected to have lower relative seniority or lower ultimate recovery compared with obligations that are rated higher.
“D” – An obligation rated “D” is in default or in breach of an imputed promise. For non-hybrid capital instruments, the “D” rating category is used when payments on an obligation are not made on the date due, unless S&P Global Ratings believes that such payments will be made within the next five business days in the absence of a stated grace period or within the earlier of the stated grace period or the next 30 calendar days. The “D” rating also will be used upon the filing of a bankruptcy petition or the taking of similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions. A rating on an obligation is lowered to “D” if it is subject to a distressed debt restructuring
Plus (+) or minus (-) – Ratings from “AA” to “CCC” may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the rating categories.
A-4
“NR” – This indicates that a rating has not been assigned, or is no longer assigned.
Local Currency and Foreign Currency Ratings - S&P Global Ratings’ issuer credit ratings make a distinction between foreign currency ratings and local currency ratings. A foreign currency rating on an issuer can differ from the local currency rating on it when the obligor has a different capacity to meet its obligations denominated in its local currency, versus obligations denominated in a foreign currency.
Moody’s long-term ratings are forward-looking opinions of the relative credit risks of financial obligations with an original maturity of eleven months or more. Such ratings reflect both on the likelihood of default or impairment on contractual financial obligations and the expected financial loss suffered in the event of default or impairment. The following summarizes the ratings used by Moody’s for long-term debt:
“Aaa” – Obligations rated “Aaa” are judged to be of the highest quality, subject to the lowest level of credit risk.
“Aa” – Obligations rated “Aa” are judged to be of high quality and are subject to very low credit risk.
“A” – Obligations rated “A” are judged to be upper-medium grade and are subject to low credit risk.
“Baa” – Obligations rated “Baa” are judged to be medium-grade and subject to moderate credit risk and as such may possess certain speculative characteristics.
“Ba” – Obligations rated “Ba” are judged to be speculative and are subject to substantial credit risk.
“B” – Obligations rated “B” are considered speculative and are subject to high credit risk.
“Caa” – Obligations rated “Caa” are judged to be speculative of poor standing and are subject to very high credit risk.
“Ca” – Obligations rated “Ca” are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.
“C” – Obligations rated “C” are the lowest rated and are typically in default, with little prospect for recovery of principal or interest.
Note: Moody’s appends numerical modifiers 1, 2, and 3 to each generic rating classification from “Aa” through “Caa.” The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category.
“NR” – Is assigned to unrated obligations, obligation and/or program.
The following summarizes long-term ratings used by Fitch:
“AAA” – Securities considered to be of the highest credit quality. “AAA” ratings denote the lowest expectation of credit risk. They are assigned only in cases of exceptionally strong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events.
“AA” – Securities considered to be of very high credit quality. “AA” ratings denote expectations of very low credit risk. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.
A-5
“A” – Securities considered to be of high credit quality. “A” ratings denote expectations of low credit risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings.
“BBB” – Securities considered to be of good credit quality. “BBB” ratings indicate that expectations of credit risk are currently low. The capacity for payment of financial commitments is considered adequate, but adverse business or economic conditions are more likely to impair this capacity.
“BB” – Securities considered to be speculative. “BB” ratings indicates an elevated vulnerability to credit risk, particularly in the event of adverse changes in business or economic conditions over time; however, business or financial alternatives may be available to allow financial commitments to be met.
“B” – Securities considered to be highly speculative. “B” ratings indicate that material credit risk is present
“CCC” – A “CCC” rating indicates that substantial credit risk is present.
“CC” – A “CC” rating indicates very high levels of credit risk.
“C” – A “C” rating indicates exceptionally high levels of credit risk.
Defaulted obligations typically are not assigned “RD” or “D” ratings but are instead rated in the “CCC” to “C” rating categories, depending on their recovery prospects and other relevant characteristics. Fitch believes that this approach better aligns obligations that have comparable overall expected loss but varying vulnerability to default and loss.
Plus (+) or minus (-) may be appended to a rating to denote relative status within major rating categories. Such suffixes are not added to the “AAA” obligation rating category, or to corporate finance obligation ratings in the categories below “CCC”.
“NR” – Is assigned to an unrated issue of a rated issuer.
The DBRS Morningstar long-term obligation ratings provide DBRS Morningstar’s opinion on the risk that investors may not be repaid in accordance with the terms under which the long-term obligation was issued. The obligations rated in this category typically have a term of one year or longer. All rating categories from AA to CCC contain subcategories “(high)” and “(low)”. The absence of either a “(high)” or “(low)” designation indicates the rating is in the middle of the category. The following summarizes the ratings used by DBRS Morningstar for long-term debt:
“AAA” – Long-term debt rated “AAA” is of the highest credit quality. The capacity for the payment of financial obligations is exceptionally high and unlikely to be adversely affected by future events.
“AA” – Long-term debt rated “AA” is of superior credit quality. The capacity for the payment of financial obligations is considered high. Credit quality differs from “AAA” only to a small degree. Unlikely to be significantly vulnerable to future events.
“A” – Long-term debt rated “A” is of good credit quality. The capacity for the payment of financial obligations is substantial, but of lesser credit quality than “AA.” May be vulnerable to future events, but qualifying negative factors are considered manageable.
A-6
“BBB” – Long-term debt rated “BBB” is of adequate credit quality. The capacity for the payment of financial obligations is considered acceptable. May be vulnerable to future events.
“BB” – Long-term debt rated “BB” is of speculative, non-investment grade credit quality. The capacity for the payment of financial obligations is uncertain. Vulnerable to future events.
“B” – Long-term debt rated “B” is of highly speculative credit quality. There is a high level of uncertainty as to the capacity to meet financial obligations.
“CCC”, “CC” and “C” – Long-term debt rated in any of these categories is of very highly speculative credit quality. In danger of defaulting on financial obligations. There is little difference between these three categories, although “CC” and “C” ratings are normally applied to obligations that are seen as highly likely to default or subordinated to obligations rated in the “CCC” to “B” range. Obligations in respect of which default has not technically taken place but is considered inevitable may be rated in the “C” category.
“D” – A downgrade to “D” may occur when the issuer has filed under any applicable bankruptcy, insolvency or winding up statute or there is a failure to satisfy an obligation after the exhaustion of grace periods. DBRS Morningstar may also use “SD” (Selective Default) in cases where only some securities are impacted, such as the case of a “distressed exchange”.
Municipal Note Ratings
An S&P Global Ratings U.S. municipal note rating reflects S&P Global Ratings’ opinion about the liquidity factors and market access risks unique to the notes. Notes due in three years or less will likely receive a note rating. Notes with an original maturity of more than three years will most likely receive a long-term debt rating. In determining which type of rating, if any, to assign, S&P Global Ratings’ analysis will review the following considerations:
● Amortization schedule - the larger the final maturity relative to other maturities, the more likely it will be treated as a note; and
● Source of payment - the more dependent the issue is on the market for its refinancing, the more likely it will be treated as a note.
Municipal Short-Term Note rating symbols are as follows:
“SP-1” – A municipal note rated “SP-1” exhibits a strong capacity to pay principal and interest. An issue determined to possess a very strong capacity to pay debt service is given a plus (+) designation.
“SP-2” – A municipal note rated “SP-2” exhibits a satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the term of the notes.
“SP-3” – A municipal note rated “SP-3” exhibits a speculative capacity to pay principal and interest.
“D” – This rating is assigned upon failure to pay the note when due, completion of a distressed debt restructuring, or the filing of a bankruptcy petition or the taking of similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions.
Moody’s uses the global short-term Prime rating scale (listed above under Short-Term Credit Ratings) for commercial paper issued by U.S. municipalities and nonprofits. These commercial paper programs may be backed by external letters of credit or liquidity facilities, or by an issuer’s self-liquidity.
A-7
For other short-term municipal obligations, Moody’s uses one of two other short-term rating scales, the Municipal Investment Grade (“MIG”) and Variable Municipal Investment Grade (“VMIG”) scales provided below.
Moody’s uses the MIG scale for U.S. municipal cash flow notes, bond anticipation notes and certain other short-term obligations, which typically mature in three years or less.
MIG Scale
“MIG-1” – This designation denotes superior credit quality. Excellent protection is afforded by established cash flows, highly reliable liquidity support, or demonstrated broad-based access to the market for refinancing.
“MIG-2” – This designation denotes strong credit quality. Margins of protection are ample, although not as large as in the preceding group.
“MIG-3” – This designation denotes acceptable credit quality. Liquidity and cash-flow protection may be narrow, and market access for refinancing is likely to be less well-established.
“SG” – This designation denotes speculative-grade credit quality. Debt instruments in this category may lack sufficient margins of protection.
“NR” – Is assigned to an unrated obligation, obligation and/or program.
In the case of variable rate demand obligations (“VRDOs”), Moody’s assigns both a long-term rating and a short-term payment obligation rating. The long-term rating addresses the issuer’s ability to meet scheduled principal and interest payments. The short-term payment obligation rating addresses the ability of the issuer or the liquidity provider to meet any purchase price payment obligation resulting from optional tenders (“on demand”) and/or mandatory tenders of the VRDO. The short-term payment obligation rating uses the VMIG scale. Transitions of VMIG ratings with conditional liquidity support differ from transitions of Prime ratings reflecting the risk that external liquidity support will terminate if the issuer’s long-term rating drops below investment grade.
Moody’s typically assigns the VMIG rating if the frequency of the payment obligation is less than every three years. If the frequency of the payment obligation is less than three years but the obligation is payable only with remarketing proceeds, the VMIG short-term rating is not assigned and it is denoted as “NR”.
“VMIG-1” – This designation denotes superior credit quality. Excellent protection is afforded by the superior short-term credit strength of the liquidity provider and structural and legal protections.
“VMIG-2” – This designation denotes strong credit quality. Good protection is afforded by the strong short-term credit strength of the liquidity provider and structural and legal protections.
“VMIG-3” – This designation denotes acceptable credit quality. Adequate protection is afforded by the satisfactory short-term credit strength of the liquidity provider and structural and legal protections.
“SG” – This designation denotes speculative-grade credit quality. Demand features rated in this category may be supported by a liquidity provider that does not have a sufficiently strong short-term rating or may lack the structural and/or legal protections.
“NR” – Is assigned to an unrated obligation, obligation and/or program.
A-8
About Credit Ratings
An S&P Global Ratings issue credit rating is a forward-looking opinion about the creditworthiness of an obligor with respect to a specific financial obligation, a specific class of financial obligations, or a specific financial program (including ratings on medium-term note programs and commercial paper programs). It takes into consideration the creditworthiness of guarantors, insurers, or other forms of credit enhancement on the obligation and takes into account the currency in which the obligation is denominated. The opinion reflects S&P Global Ratings’ view of the obligor’s capacity and willingness to meet its financial commitments as they come due, and this opinion may assess terms, such as collateral security and subordination, which could affect ultimate payment in the event of default.
Ratings assigned on Moody’s global long-term and short-term rating scales are forward-looking opinions of the relative credit risks of financial obligations issued by non-financial corporates, financial institutions, structured finance vehicles, project finance vehicles, and public sector entities.
Fitch’s credit ratings are forward-looking opinions on the relative ability of an entity or obligation to meet financial commitments. Issuer Default Ratings (IDRs) are assigned to corporations, sovereign entities, financial institutions such as banks, leasing companies and insurers, and public finance entities (local and regional governments). Issue-level ratings are also assigned and often include an expectation of recovery, which may be notched above or below the issuer-level rating. Issue ratings are assigned to secured and unsecured debt securities, loans, preferred stock and other instruments. Credit ratings are indications of the likelihood of repayment in accordance with the terms of the issuance. In limited cases, Fitch may include additional considerations (i.e., rate to a higher or lower standard than that implied in the obligation’s documentation).
DBRS Morningstar offers independent, transparent, and innovative credit analysis to the market. Credit ratings are forward-looking opinions about credit risk that reflect the creditworthiness of an issuer, rated entity, security and/or obligation based on DBRS Morningstar’s quantitative and qualitative analysis in accordance with applicable methodologies and criteria. They are meant to provide opinions on relative measures of risk and are not based on expectations of, or meant to predict, any specific default probability. Credit ratings are not statements of fact. DBRS Morningstar issues credit ratings using one or more categories, such as public, private, provisional, final(ized), solicited, or unsolicited. From time to time, credit ratings may also be subject to trends, placed under review, or discontinued. DBRS Morningstar credit ratings are determined by credit rating committees.
A-9
APPENDIX B
F/m Investments LLC (“FMI” or the “Adviser”) may vote proxies for certain advisory clients if that responsibility is specifically accepted by FMI in the advisory agreement between FMI and the client. Regardless, a client always has the right to vote their own proxies. A client can exercise this right by instructing FMI in writing to not vote proxies in the client’s account. In addition, where FMI has proxy voting authority but a client desires to direct FMI on how to vote a particular proxy, clients should contact FMI at the address below.
If the client agreement is entered into by a trustee or other fiduciary on behalf of an employee retirement income plan subject to the Employee Retirement Income Security Act (“ERISA”), including a person meeting the definition of “fiduciary” under ERISA, the trustee or other fiduciary generally retains the right and obligation to vote proxies. In such cases, the Adviser is generally precluded from voting proxies for the plan.
The Adviser’s proxy voting procedures provide that it votes proxies in its clients’ interests, and that if it identifies a material conflict of interest between itself and the client, it will vote based upon the recommendation of an independent third party. In certain circumstances, in accordance with an investment advisory contract, or other written directive, or if the Adviser has determined that it is in the client’s best interest, it may refrain from voting proxies.
Upon written request, a client will be provided with FMI’s proxy voting policies and procedures. Clients may also request, in writing, copies of records regarding how FMI voted their securities. Written requests must be addressed to Chief Compliance Officer, 111 Huntington Avenue, Boston, MA 02199.
B-1
THE RBB FUND, INC.
PEA 339/344
PART C: OTHER INFORMATION
| Item 28. | EXHIBITS |
| (a) | Articles of Incorporation. |
| (15) | Articles Supplementary of Registrant are incorporated herein by reference to Post-Effective Amendment No. 27 to the Registrant’s Registration Statement (No. 33-20827) filed on March 31, 1995. |
| (16) | Articles Supplementary of Registrant are incorporated herein by reference to Post-Effective Amendment No. 34 to the Registrant’s Registration Statement (No. 33-20827) filed on May 16, 1996. |
| (17) | Articles Supplementary of Registrant are incorporated herein by reference to Post-Effective Amendment No. 39 to the Registrant’s Registration Statement (No. 33-20827) filed on October 11, 1996. |
| (18) | Articles Supplementary of Registrant are incorporated herein by reference to Post-Effective Amendment No. 45 to the Registrant’s Registration Statement (No. 33-20827) filed on May 9, 1997. |
| (21) | Articles Supplementary of Registrant are incorporated herein by reference to Post-Effective Amendment No. 60 to the Registrant’s Registration Statement (No. 33-20827) filed on October 29, 1998. |
| (22) | Articles Supplementary of Registrant are incorporated herein by reference to Post-Effective Amendment No. 60 to the Registrant’s Registration Statement (No. 33-20827) filed on October 29, 1998. |
| (23) | Articles Supplementary of Registrant are incorporated herein by reference to Post-Effective Amendment No. 63 to the Registrant’s Registration Statement (No. 33-20827) filed on December 14, 1998. |
| (24) | Articles Supplementary of Registrant are incorporated herein by reference to Post-Effective Amendment No. 63 to the Registrant’s Registration Statement (No. 33-20827) filed on December 14, 1998. |
| (26) | Articles Supplementary of Registrant are incorporated herein by reference to Post-Effective Amendment No. 69 to the Registrant’s Registration Statement (No. 33-20827) filed on November 29, 1999. |
| (28) | Articles Supplementary of Registrant are incorporated herein by reference to Post-Effective Amendment No. 71 to the Registrant’s Registration Statement (No. 33-20827) filed on December 29, 2000. |
| (29) | Articles Supplementary of Registrant are incorporated herein by reference to Post-Effective Amendment No. 71 to the Registrant’s Registration Statement (No. 33-20827) filed on December 29, 2000. |
| (31) | Articles Supplementary of Registrant are incorporated herein by reference to Post-Effective Amendment No. 73 to the Registrant’s Registration Statement (No. 33-20827) filed on March 15, 2001. |
| (38) | Certificate of Correction of Registrant is incorporated herein by reference to Post-Effective Amendment No. 95 to the Registrant’s Registration Statement (No. 33-20827) filed on March 23, 2005. |
| (b) | By-Laws. |
| (1) | By-Laws, as amended, are incorporated herein by reference to Post-Effective Amendment No. 282 to the Registrant’s Registration Statement (No. 33-20827) filed on September 27, 2021. |
| (c) | Instruments Defining Rights of Security Holders. |
| (d) | Investment Advisory Contracts. |
| (1) | Reserved. |
| (2) | Reserved. |
| (5) | Reserved. |
| (15) | Reserved. |
| (16) | Reserved. |
| (21) | Reserved. |
| (24) | Reserved. | |
| (25) | Reserved. |
| (26) | Reserved. |
| (27) | Sub-Advisory Agreement (Adara Smaller Companies Fund) among Registrant, Altair Advisers LLC and Aperio Group, LLC will be filed by amendment. |
| (29) | Reserved. |
| (34) | Reserved. |
| (35) | Reserved. |
| (36) | Reserved. |
| (37) | Reserved. |
| (38) | Reserved. |
| (45) | Reserved. |
| (50) | Reserved. |
| (51) | Reserved. |
| (52) | Reserved. |
| (56) | Sub-Advisory Agreement (Aquarius International Fund) among Registrant, Altair Advisers, LLC and Aperio Group, LLC will be filed by amendment. | |
| (57) | Investment Sub-Advisory Agreement (Aquarius International Fund) among Registrant, Altair Advisers LLC and Driehaus Capital Management LLC is incorporated herein by reference to Post-Effective Amendment No. 282 to the Registrant’s Registration Statement (No. 33-20827) filed on September 27, 2021. |
| (66) | Reserved. |
| (75) | Reserved. |
| (76) | Reserved. |
| (77) | Reserved. |
| (78) | Reserved. |
| (92) | Reserved. |
| (95) | Reserved. |
| (96) | Reserved. |
| (97) | Reserved. |
| (98) | Reserved. |
| (99) | Reserved. |
| (e) | Underwriting Contracts. |
| (3) | Reserved. |
| (b) | Reserved. |
| (b) | Second Amendment to the Distribution Agreement (WPG Partners Select Hedged Fund) is filed herewith. |
| (10) | Form of Authorized Participant Agreement is incorporated herein by reference to Post-Effective Amendment No. 304 to the Registrant’s Registration Statement (33-20827) filed on March 24, 2023. |
| (f) | Bonus or Profit Sharing Contracts. |
| (1) | Form of Deferred Compensation Plan is incorporated herein by reference to Post-Effective Amendment No. 160 to the Registrant’s Registration Statement (No. 33-20827) filed on December 23, 2013. |
| (g) | Custodian Agreement. |
| (15) | Fourteenth Amendment to the Amended and Restated Custody Agreement between Registrant and U.S. Bank National Association is incorporated herein by reference to Post-Effective Amendment No. 333 to the Registrant’s Registration Statement (No. 33-20827) filed on October 29, 2024. | |
| (16) | Fifteenth Amendment to the Amended and Restated Custody Agreement between Registrant and U.S. Bank National Association will be filed by amendment. |
| (h) | Other Material Contracts. |
| (53) | Seventeenth Amendment to the Amended and Restated Fund Accounting Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC will be filed by amendment. | |
| (54) | Seventeenth Amendment to the Amended and Restated Fund Administration Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC will be filed by amendment. | |
| (55) | Fifteenth Amendment to the Amended and Restated Transfer Agent Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC will be filed by amendment. |
| (i) | (1) | Consent and Opinion of Counsel is filed herewith. |
| (j) | None. | |
| (k) | None. | |
| (l) | Initial Capital Agreements. |
| (2) | Subscription Agreement between Registrant and Planco Financial Services, Inc., relating to Classes O and P is incorporated herein by reference to Post-Effective Amendment No. 5 to the Registrant’s Registration Statement (No. 33-20827) filed on December 14, 1990. (P) |
| (3) | Subscription Agreement between Registrant and Planco Financial Services, Inc., relating to Class Q is incorporated herein by reference to Post-Effective Amendment No. 5 to the Registrant’s Registration Statement (No. 33-20827) filed on December 14, 1990. (P) |
| (26) | Reserved. |
| (27) | Reserved. |
| (35) | Reserved. |
| (36) | Reserved. |
| (56) | Purchase Agreement (F/m Emerald Life Sciences Innovation ETF) between Registrant and Emerald Mutual Fund Advisers Trust is incorporated herein by reference to Post-Effective Amendment No. 333 to the Registrant’s Registration Statement (No. 33-20827) filed on October 29, 2024. | |
| (56) | Purchase Agreement (SGI Enhanced Market Leaders ETF) between Registrant and Summit Global Investments, LLC will be filed by amendment. | |
| (57) | Purchase Agreement (F/m Short-Term Treasury Inflation-Protected Security (TIPS) ETF, F/m Yield Curve Steepening Strategy ETF, F/m Yield Curve Flattening Strategy ETF, F/m Rising Interest Rates Strategy ETF , F/m Falling Interest Rates Strategy ETF, F/m U.S. Treasury 2-Year Ladder ETF, F/m U.S. Treasury 5-Year Ladder ETF, and F/m U.S. Treasury 10-Year Ladder ETF ) between Registrant and F/m Investments LLC will be filed by amendment. |
| (m) | Rule 12b-1 Plan. |
| (16) | Reserved |
| (19) | Reserved. |
| (20) | Reserved. |
| (29) | Plan of Distribution pursuant to Rule 12b-1 (Oakhurst Fixed Income Fund, Oakhurst Short Duration Bond Fund and Oakhurst Short Duration High Yield Credit Fund – Retail Shares) will be filed by amendment. | |
| (30) | Plan of Distribution pursuant to Rule 12b-1 (F/m Investments Large Cap Focused Fund – Investor Class) is incorporated by reference to Post-Effective Amendment 327 to the Registrant's Registration Statement (No. 33-20827) filed on July 19, 2024. |
| (n) | Rule 18f-3 Plan. |
| (1) | Amended Rule 18f-3 Plan will be filed by amendment. | |
| (o) | Reserved. | |
| (p) | Code of Ethics. |
| (3) | Code of Ethics of Matson Money, Inc. is incorporated herein by reference to Post-Effective Amendment No. 263 to the Registrant’s Registration Statement (No. 33-20827) filed on March 25, 2020. |
| (6) | Code of Ethics of Abbey Capital Limited is incorporated herein by reference to Post-Effective Amendment No. 305 to the Registrant’s Registration Statement (33-20827) filed on April 27, 2023. |
| (7) | Code of Ethics of Altair Advisers LLC is incorporated herein by reference to Post-Effective Amendment No. 323 to the Registrant’s Registration Statement (No. 33-20827) filed on May 2, 2024. |
| (8) | Code of Ethics of Aperio Group, LLC is incorporated herein by reference to Post-Effective Amendment No. 313 to the Registrant’s Registration Statement (No. 33-20827) filed on December 22, 2023. |
| (9) | Code of Ethics of Driehaus Capital Management LLC is filed herewith. |
| (11) | Code of Ethics of Pier Capital LLC is incorporated herein by reference to Post-Effective Amendment No. 326 to the Registrant’s Registration Statement (No. 33-20827) filed on June 13, 2024. |
| (14) | Code of Ethics of Motley Fool Asset Management, LLC is filed herewith. |
| (16) | Reserved. |
| (17) | Reserved. |
| (18) | Reserved. |
| (19) | Reserved. |
| (21) | Reserved. |
| Item 29. | PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT |
None.
| Item 30. | INDEMNIFICATION |
Sections 1, 2, 3 and 4 of Article VIII of Registrant’s Articles of Incorporation, as amended, incorporated herein by reference as Exhibits (a)(1) and (a)(3), provide as follows:
Section 1. To the fullest extent that limitations on the liability of directors and officers are permitted by the Maryland General Corporation Law, no director or officer of the Corporation shall have any liability to the Corporation or its shareholders for damages. This limitation on liability applies to events occurring at the time a person serves as a director or officer of the Corporation whether or not such person is a director or officer at the time of any proceeding in which liability is asserted.
Section 2. The Corporation shall indemnify and advance expenses to its currently acting and its former directors to the fullest extent that indemnification of directors is permitted by the Maryland General Corporation Law. The Corporation shall indemnify and advance expenses to its officers to the same extent as its directors and to such further extent as is consistent with law. The Board of Directors may by law, resolution or agreement make further provision for indemnification of directors, officers, employees and agents to the fullest extent permitted by the Maryland General Corporation law.
Section 3. No provision of this Article shall be effective to protect or purport to protect any director or officer of the Corporation against any liability to the Corporation or its security holders to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office.
Section 4. References to the Maryland General Corporation Law in this Article are to the law as from time to time amended. No further amendment to the Articles of Incorporation of the Corporation shall decrease, but may expand, any right of any person under this Article based on any event, omission or proceeding prior to such amendment. Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of Registrant pursuant to the foregoing provisions, or otherwise, Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Registrant of expenses incurred or paid by a director, officer or controlling person of Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
Section 12 of the Investment Advisory Agreement between Registrant and Boston Partners Global Investors, Inc. (“Boston Partners”) (f/k/a Robeco Investment Management, Inc.), incorporated herein by reference to exhibit (d)(9), provides for the indemnification of Boston Partners against certain losses.
Section 12 of each of the Investment Advisory Agreements between the Registrant and Matson Money, Inc. (f/k/a Abundance Technologies, Inc.), (“Matson Money”) incorporated herein by reference as exhibits (d)(3) and (d)(39) provides for the indemnification of Matson Money against certain losses.
Section 12 of each of the Investment Advisory Agreements between the Registrant and Summit Global Investments, LLC (“SGI”) incorporated herein by reference as exhibits (d)(7), (d)(11), (d)(81), (d)(86), (d)(102), (d)(111), (d)(122) and (d)(125) provides for the indemnification of SGI against certain losses.
Section 12 of each of the Investment Advisory Agreements with Abbey Capital Limited (“Abbey Capital”) incorporated herein by reference as exhibits (d)(13), (d)(60) and (d)(61) provides for the indemnification of Abbey Capital against certain losses.
Section 13 of each of the Investment Advisory Agreements with Abbey Capital incorporated herein by reference as exhibits (d)(14) and (d)(71) provides for the indemnification of Abbey Capital against certain losses.
Section 12 of each of the Investment Advisory Agreements between the Registrant and Altair Advisers LLC (“Altair”) incorporated herein by reference as exhibits (d)(23) and (d)(55) provide for indemnification of Altair against certain losses.
Section 12 of each of the Investment Advisory Agreements between the Registrant and Campbell & Company Investment Adviser LLC (“CCIA”) incorporated herein by reference as exhibits (d)(46) and (d)(47) provide for indemnification of CCIA against certain losses.
Section 12 of each of the Investment Advisory Agreements between the Registrant and Motley Fool Asset Management, LLC (“Motley Fool”) incorporated herein by reference to exhibits (d)(54), (d)(73), (d)(104), and (d)(109) provides for indemnification of Motley Fool against certain losses.
Section 12 of the Investment Advisory Agreements between the Registrant and Optima Asset Management LLC (“Optima”) incorporated herein by reference to exhibits (d)(105) provides for indemnification of Optima against certain losses.
Section 12 of the Investment Advisory Agreement between the Registrant and F/m Investments LLC (“F/m”) incorporated herein by reference to exhibits (d)(113), (d)(115), (d)(118), (d)(120), (d)(121), and (d)(127) provide for the indemnification of F/m against certain losses.
Section 8 of each of the Distribution Agreements between Registrant and Quasar Distributors, LLC incorporated herein by reference to exhibits (e)(1) – (e)(5), and (e)(7) provide for the indemnification of Quasar Distributors, LLC against certain losses.
Section 8 of the Distribution Agreement between Registrant and Vigilant Distributors, LLC incorporated herein by reference to exhibit (e)(6) provides for the indemnification of Vigilant Distributors, LLC against certain losses.
Section 6 of the Distribution Agreement between Registrant and Quasar Distributors, LLC incorporated herein by reference to exhibit (e)(8) provides for the indemnification of Quasar Distributors, LLC against certain losses.
Section 9 of the Distribution Agreement between Registrant and Quasar Distributors, LLC incorporated herein by reference to exhibit (e)(9) provides for the indemnification of Quasar Distributors, LLC against certain losses.
| Item 31. | BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISERS. |
1. Boston Partners Global Investors, Inc.
The sole business activity of Boston Partners Global Investors, Inc. (“Boston Partners”), One Beacon Street, 30th Floor, Boston, Massachusetts 02108, is to serve as an investment adviser. Boston Partners provides investment advisory services to the Boston Partners Funds and the WPG Partners Funds. Boston Partners is registered under the Investment Advisers Act of 1940 and serves as an investment adviser to domestic and foreign institutional investors, investment companies, commingled trust funds, private investment partnerships and collective investment vehicles. Below is a list of each executive officer and director of Boston Partners indicating each business, profession, vocation or employment of a substantial nature in which each such person has been engaged within the last two years, for his or her own account or in the capacity of director, officer, partner or trustee.
| Name and Position with Boston Partners | Other Companies | Position With Other Companies |
| Joseph
F. Feeney, Jr. Director, Chief Executive Officer & Chief Investment Officer |
Boston Partners Trust Company | Chief Investment Officer |
| Mark
E. Donovan Director, Senior Portfolio Manager |
||
| William
G. Butterly, III General Counsel, Director of Sustainability & Engagement, & Secretary |
Boston Partners Securities, L.L.C. | Chief Legal Officer |
| Boston Partners Trust Company | General Counsel, Secretary & Director | |
| Boston Partners (UK) Limited | Director & Secretary | |
| Mark
S. Kuzminskas Chief Operating Officer |
Boston Partners Trust Company | Director & Chief Operating Officer |
| Boston Partners (UK) Limited | Director & Chief Operating Officer | |
| Kenneth
Lengieza Chief Compliance Officer |
||
| Greg
A. Varner Chief Financial Officer & Treasurer |
Boston Partners Trust Company | Chief Financial Officer & Treasurer |
| Boston Partners (UK) Limited | Director & Chief Financial Officer | |
| Stan
H. Koyanagi Director, Chairperson of the Board of Directors |
ORIX Corporation | Director, Managing Executive Officer and Global General Counsel |
| ORIX Corporation Europe N.V. | Director & General Counsel | |
| ORIX Corporation USA | Director & General Counsel | |
| Jeffrey
A. Finley Director |
ORIX Corporation USA | Head of Corporate Development and Strategic Opportunities; Chief Operating Officer of ORIX Capital Partners, a subsidiary of ORIX Corporation USA |
Kiyoshi Habiro Director
|
ORIX Corporation Europe N.V. | ORIX Corporation Europe N.V. |
| Director & Chief Executive Officer | Director & Chief Executive Officer | |
| OCE Nederland B.V. | OCE Nederland B.V. | |
| Director | Director | |
| OCE US Holding, Inc. | OCE US Holding, Inc. | |
| Director | Director | |
| Canara Robeco Asset Management Company Limited | Canara Robeco Asset Management Company Limited | |
| Gilbert
O. J. Van Hassel Director |
Harbor Capital Advisors, Inc. | Director; Senior Managing Director, Group Head of ORIX USA Asset Management & Executive Chairman, ORIX Global Asset Management |
| David
G. Van Hooser Director |
Harbor Capital Advisors, Inc. | Director (Chairman of the Board of Directors) |
2. Matson Money, Inc.:
The sole business activity of Matson Money, Inc. (“Matson Money”), 5955 Deerfield Blvd., Mason, Ohio 45040, is to serve as an investment adviser. Matson Money is registered under the Investment Advisers Act of 1940.
Below is a list of each executive officer and director of Matson Money indicating each business, profession, vocation or employment of a substantial nature in which each such person has been engaged within the last two years, for his or her own account or in the capacity of director, officer, partner or trustee.
| Name and Position with Matson Money, Inc. | Name of Other Company | Position With Other Company |
| Mark
E. Matson CEO |
Keep It Tight Fitness, LLC | 50% owner |
| Mark
E. Matson CEO |
The Matson Family Foundation | 100% owner |
| Michelle
Matson Vice President/ Secretary |
None | None |
| Daniel
J. List Chief Compliance Officer |
None | None |
3. Summit Global Investments, LLC:
The sole business activity of Summit Global Investments, LLC (“SGI”), 620 South Main Street, Bountiful, Utah 84010, is to serve as an investment adviser. SGI is registered under the Investment Advisers Act of 1940. The only employment of a substantial nature of each of SGI’s directors and officers is with SGI.
4. Abbey Capital Limited:
Abbey Capital Limited (“Abbey Capital”), 8 St. Stephen’s Green, Dublin 2, Ireland, is registered under the Investment Advisers Act of 1940. The only employment of a substantial nature of each of Abbey Capital’s directors and officers is with Abbey Capital.
5. Altair Advisers LLC:
Altair Advisers LLC (“Altair”), 303 West Madison, Suite 600, Chicago, Illinois 60606, is registered under the Investment Advisers Act of 1940. The only employment of a substantial nature of each of Altair’s directors and officers is with Altair.
6. Campbell & Company Investment Adviser LLC:
The principal business activity of Campbell & Company Investment Adviser LLC (“CCIA”), 2850 Quarry Lake Drive, Baltimore, Maryland 21209, is to serve as an investment adviser. CCIA is registered under the Investment Advisers Act of 1940.
Below is a list of each executive officer and director of CCIA indicating each business, profession, vocation or employment of a substantial nature in which each such person has been engaged within the last two years, for his or her own account or in the capacity of director, officer, partner or trustee.
| Name and Position with CCIA | Name of Other Company | Position With Other Company |
| Dr.
Kevin Cole Chief Executive Officer and Chief Investment Officer |
Campbell & Company, LP | Chief Executive Officer and Chief Investment Officer |
| Campbell & Company, LLC | Director and Chief Executive Officer | |
| Campbell Absolute Return F1 (Cayman) | Director | |
| Campbell Systematic Macro Offshore Limited | Director | |
| Thomas
P. Lloyd General Counsel, Chief Compliance Officer & Secretary |
Campbell & Company, LP | General Counsel, Chief Compliance Officer, and Secretary |
| Campbell & Company, LLC | Director, General Counsel and Secretary | |
| Campbell Financial Services, LLC | Director, President, Chief Compliance Officer, and Secretary | |
| Campbell Absolute Return F1 (Cayman) | Director | |
| Campbell Systematic Macro Offshore Limited | Director | |
| Campbell Offshore Fund Limited SPC | Director | |
| John
R. Radle Chief Operating Officer |
Campbell & Company, LP | Chief Operating Officer and Treasurer |
| Campbell & Company, LLC | Director and Chief Operating Officer | |
| Campbell Financial Services, LLC | Director and Chief Operating Officer | |
| Campbell Absolute Return F1 (Cayman) | Director | |
| Campbell Systematic Macro Offshore Limited | Director |
7. Motley Fool Asset Management, LLC:
A description of any other business, profession, vocation, or employment of a substantial nature in which Motley Fool Asset Management, LLC and each director, officer, or partner of Motley Fool Asset Management, LLC is or has been engaged within the last two fiscal years for his or her own account or in the capacity of director, employee, partner or trustee, is set forth in the Form ADV of Motley Fool Asset Management, LLC, as filed with the SEC on February 4, 2025, and is incorporated herein by this reference.
8. Optima Asset Management LLC:
A description of any other business, profession, vocation, or employment of a substantial nature in which Optima Asset Management LLC and each director, officer, or partner of Optima Asset Management LLC is or has been engaged within the last two fiscal years for his or her own account or in the capacity of director, employee, partner or trustee, is set forth in the Form ADV of Optima Asset Management LLC, as filed with the SEC on April 4, 2024, and is incorporated herein by this reference.
9. F/m Investments LLC:
A description of any other business, profession, vocation, or employment of a substantial nature in which F/m Investments LLC and each director, officer, or partner of F/m Investments LLC is or has been engaged within the last two fiscal years for his or her own account or in the capacity of director, employee, partner or trustee, is set forth in the Form ADV of F/m Investments LLC, as filed with the SEC on December 5, 2024, and is incorporated herein by this reference.
| Item 32. | PRINCIPAL UNDERWRITER |
(a)(1) Quasar Distributors, LLC (“Quasar”) serves as principal underwriter for the following investment companies registered under the Investment Company Act of 1940, as amended:
| 1. | Capital Advisors Growth Fund, Series of Advisors Series Trust |
| 2. | Chase Growth Fund, Series of Advisors Series Trust |
| 3. | Davidson Multi Cap Equity Fund, Series of Advisors Series Trust |
| 4. | Edgar Lomax Value Fund, Series of Advisors Series Trust |
| 5. | First Sentier American Listed Infrastructure Fund, Series of Advisors Series Trust |
| 6. | First Sentier Global Listed Infrastructure Fund, Series of Advisors Series Trust |
| 7. | Fort Pitt Capital Total Return Fund, Series of Advisors Series Trust |
| 8. | Huber Large Cap Value Fund, Series of Advisors Series Trust |
| 9. | Huber Mid Cap Value Fund, Series of Advisors Series Trust |
| 10. | Huber Select Large Cap Value Fund, Series of Advisors Series Trust |
| 11. | Huber Small Cap Value Fund, Series of Advisors Series Trust |
| 12. | Logan Capital Broad Innovative Growth ETF, Series of Advisors Series Trust |
| 13. | Medalist Partners MBS Total Return Fund, Series of Advisors Series Trust |
| 14. | Medalist Partners Short Duration Fund, Series of Advisors Series Trust |
| 15. | O’Shaughnessy Market Leaders Value Fund, Series of Advisors Series Trust |
| 16. | PIA BBB Bond Fund, Series of Advisors Series Trust |
| 17. | PIA High Yield (MACS) Fund, Series of Advisors Series Trust |
| 18. | PIA High Yield Fund, Series of Advisors Series Trust |
| 19. | PIA MBS Bond Fund, Series of Advisors Series Trust |
| 20. | PIA Short-Term Securities Fund, Series of Advisors Series Trust |
| 21. | Poplar Forest Cornerstone Fund, Series of Advisors Series Trust |
| 22. | Poplar Forest Partners Fund, Series of Advisors Series Trust |
| 23. | Pzena Emerging Markets Value Fund, Series of Advisors Series Trust |
| 24. | Pzena International Small Cap Value Fund, Series of Advisors Series Trust |
| 25. | Pzena International Value Fund, Series of Advisors Series Trust |
| 26. | Pzena Mid Cap Value Fund, Series of Advisors Series Trust |
| 27. | Pzena Small Cap Value Fund, Series of Advisors Series Trust |
| 28. | Reverb ETF, Series of Advisors Series Trust |
| 29. | Scharf Fund, Series of Advisors Series Trust |
| 30. | Scharf Global Opportunity Fund, Series of Advisors Series Trust |
| 31. | Scharf Multi-Asset Opportunity Fund, Series of Advisors Series Trust |
| 32. | Shenkman Capital Floating Rate High Income Fund, Series of Advisors Series Trust |
| 33. | Shenkman Capital Short Duration High Income Fund, Series of Advisors Series Trust |
| 34. | VegTech Plant-based Innovation & Climate ETF, Series of Advisors Series Trust |
| 35. | The Aegis Funds |
| 36. | Allied Asset Advisors Funds |
| 37. | Angel Oak Funds Trust |
| 38. | Angel Oak Strategic Credit Fund |
| 39. | Barrett Opportunity Fund, Inc. |
| 40. | Brookfield Investment Funds |
| 41. | Buffalo Funds |
| 42. | Cushing® Mutual Funds Trust |
| 43. | DoubleLine Funds Trust |
| 44. | EA Series Trust (f/k/a Alpha Architect ETF Trust) |
| 45. | Ecofin Tax-Advantaged Social Impact Fund, Inc. |
| 46. | AAM Bahl & Gaynor Small/Mid Cap Income Growth ETF, Series of ETF Series Solutions |
| 47. | AAM Low Duration Preferred and Income Securities ETF, Series of ETF Series Solutions |
| 48. | AAM S&P 500 Emerging Markets High Dividend Value ETF, Series of ETF Series Solutions |
| 49. | AAM S&P 500 High Dividend Value ETF, Series of ETF Series Solutions |
| 50. | AAM S&P Developed Markets High Dividend Value ETF, Series of ETF Series Solutions |
| 51. | AAM Transformers ETF, Series of ETF Series Solutions |
| 52. | AlphaMark Actively Managed Small Cap ETF, Series of ETF Series Solutions |
| 53. | Aptus Collared Income Opportunity ETF, Series of ETF Series Solutions |
| 54. | Aptus Defined Risk ETF, Series of ETF Series Solutions |
| 55. | Aptus Drawdown Managed Equity ETF, Series of ETF Series Solutions |
| 56. | Aptus Enhanced Yield ETF, Series of ETF Series Solutions |
| 57. | Aptus Large Cap Enhanced Yield ETF, Series of ETF Series Solutions |
| 58. | Bahl & Gaynor Income Growth ETF, Series of ETF Series Solutions |
| 59. | Blue Horizon BNE ETF, Series of ETF Series Solutions |
| 60. | BTD Capital Fund, Series of ETF Series Solutions |
| 61. | Carbon Strategy ETF, Series of ETF Series Solutions |
| 62. | Cboe Vest 10 Year Interest Rate Hedge ETF, Series of ETF Series Solutions |
| 63. | ClearShares OCIO ETF, Series of ETF Series Solutions |
| 64. | ClearShares Piton Intermediate Fixed Income Fund, Series of ETF Series Solutions |
| 65. | ClearShares Ultra-Short Maturity ETF, Series of ETF Series Solutions |
| 66. | Distillate International Fundamental Stability & Value ETF, Series of ETF Series Solutions |
| 67. | Distillate Small/Mid Cash Flow ETF, Series of ETF Series Solutions |
| 68. | Distillate U.S. Fundamental Stability & Value ETF, Series of ETF Series Solutions |
| 69. | ETFB Green SRI REITs ETF, Series of ETF Series Solutions |
| 70. | Hoya Capital High Dividend Yield ETF, Series of ETF Series Solutions |
| 71. | Hoya Capital Housing ETF, Series of ETF Series Solutions |
| 72. | iBET Sports Betting & Gaming ETF, Series of ETF Series Solutions |
| 73. | International Drawdown Managed Equity ETF, Series of ETF Series Solutions |
| 74. | LHA Market State Alpha Seeker ETF, Series of ETF Series Solutions |
| 75. | LHA Market State Tactical Beta ETF, Series of ETF Series Solutions |
| 76. | LHA Market State Tactical Q ETF, Series of ETF Series Solutions |
| 77. | LHA Risk-Managed Income ETF, Series of ETF Series Solutions |
| 78. | Loncar Cancer Immunotherapy ETF, Series of ETF Series Solutions |
| 79. | Loncar China BioPharma ETF, Series of ETF Series Solutions |
| 80. | McElhenny Sheffield Managed Risk ETF, Series of ETF Series Solutions |
| 81. | Nationwide Dow Jones® Risk-Managed Income ETF, Series of ETF Series Solutions |
| 82. | Nationwide Nasdaq-100 Risk-Managed Income ETF, Series of ETF Series Solutions |
| 83. | Nationwide Russell 2000® Risk-Managed Income ETF, Series of ETF Series Solutions |
| 84. | Nationwide S&P 500® Risk-Managed Income ETF, Series of ETF Series Solutions |
| 85. | NETLease Corporate Real Estate ETF, Series of ETF Series Solutions |
| 86. | Opus Small Cap Value ETF, Series of ETF Series Solutions |
| 87. | Roundhill Acquirers Deep Value ETF, Series of ETF Series Solutions |
| 88. | The Acquirers Fund, Series of ETF Series Solutions |
| 89. | U.S. Global GO GOLD and Precious Metal Miners ETF, Series of ETF Series Solutions |
| 90. | U.S. Global JETS ETF, Series of ETF Series Solutions |
| 91. | U.S. Global Sea to Sky Cargo ETF, Series of ETF Series Solutions |
| 92. | US Vegan Climate ETF, Series of ETF Series Solutions |
| 93. | First American Funds, Inc. |
| 94. | FundX Investment Trust |
| 95. | The Glenmede Fund, Inc. |
| 96. | The Glenmede Portfolios |
| 97. | The GoodHaven Funds Trust |
| 98. | Harding, Loevner Funds, Inc. |
| 99. | Hennessy Funds Trust |
| 100. | Horizon Funds |
| 101. | Hotchkis & Wiley Funds |
| 102. | Intrepid Capital Management Funds Trust |
| 103. | Jacob Funds Inc. |
| 104. | The Jensen Quality Growth Fund Inc. |
| 105. | Kirr, Marbach Partners Funds, Inc. |
| 106. | Leuthold Funds, Inc. |
| 107. | Core Alternative ETF, Series of Listed Funds Trust |
| 108. | Wahed Dow Jones Islamic World ETF, Series of Listed Funds Trust |
| 109. | Wahed FTSE USA Shariah ETF, Series of Listed Funds Trust |
| 110. | LKCM Funds |
| 111. | LoCorr Investment Trust |
| 112. | MainGate Trust |
| 113. | ATAC Rotation Fund, Series of Managed Portfolio Series |
| 114. | Coho Relative Value Equity Fund, Series of Managed Portfolio Series |
| 115. | Coho Relative Value ESG Fund, Series of Managed Portfolio Series |
| 116. | Cove Street Capital Small Cap Value Fund, Series of Managed Portfolio Series |
| 117. | Ecofin Global Energy Transition Fund, Series of Managed Portfolio Series |
| 118. | Ecofin Global Renewables Infrastructure Fund, Series of Managed Portfolio Series |
| 119. | Ecofin Global Water ESG Fund, Series of Managed Portfolio Series |
| 120. | Ecofin Sustainable Water Fund, Series of Managed Portfolio Series |
| 121. | Jackson Square Large-Cap Growth Fund, Series of Managed Portfolio Series |
| 122. | Jackson Square SMID-Cap Growth Fund, Series of Managed Portfolio Series |
| 123. | Kensington Active Advantage Fund, Series of Managed Portfolio Series |
| 124. | Kensington Defender Fund, Series of Managed Portfolio Series |
| 125. | Kensington Dynamic Growth Fund, Series of Managed Portfolio Series |
| 126. | Kensington Managed Income Fund, Series of Managed Portfolio Series |
| 127. | LK Balanced Fund, Series of Managed Portfolio Series |
| 128. | Muhlenkamp Fund, Series of Managed Portfolio Series |
| 129. | Nuance Concentrated Value Fund, Series of Managed Portfolio Series |
| 130. | Nuance Concentrated Value Long Short Fund, Series of Managed Portfolio Series |
| 131. | Nuance Mid Cap Value Fund, Series of Managed Portfolio Series |
| 132. | Olstein All Cap Value Fund, Series of Managed Portfolio Series |
| 133. | Olstein Strategic Opportunities Fund, Series of Managed Portfolio Series |
| 134. | Port Street Quality Growth Fund, Series of Managed Portfolio Series |
| 135. | Principal Street High Income Municipal Fund, Series of Managed Portfolio Series |
| 136. | Principal Street Short Term Municipal Fund, Series of Managed Portfolio Series |
| 137. | Reinhart Genesis PMV Fund, Series of Managed Portfolio Series |
| 138. | Reinhart International PMV Fund, Series of Managed Portfolio Series |
| 139. | Reinhart Mid Cap PMV Fund, Series of Managed Portfolio Series |
| 140. | Tortoise Energy Infrastructure and Income Fund, Series of Managed Portfolio Series |
| 141. | Tortoise Energy Infrastructure Total Return Fund, Series of Managed Portfolio Series |
| 142. | Tortoise North American Pipeline Fund, Series of Managed Portfolio Series |
| 143. | V-Shares MSCI World ESG Materiality and Carbon Transition ETF, Series of Managed Portfolio Series |
| 144. | V-Shares US Leadership Diversity ETF, Series of Managed Portfolio Series |
| 145. | Greenspring Income Opportunities Fund, Series of Manager Directed Portfolios |
| 146. | Hood River International Opportunity Fund, Series of Manager Directed Portfolios |
| 147. | Hood River Small-Cap Growth Fund, Series of Manager Directed Portfolios |
| 148. | Mar Vista Strategic Growth Fund, Series of Manager Directed Portfolios |
| 149. | Vert Global Sustainable Real Estate Fund, Series of Manager Directed Portfolios |
| 150. | Matrix Advisors Funds Trust |
| 151. | Matrix Advisors Value Fund, Inc. |
| 152. | Monetta Trust |
| 153. | Nicholas Equity Income Fund, Inc. |
| 154. | Nicholas Fund, Inc. |
| 155. | Nicholas II, Inc. |
| 156. | Nicholas Limited Edition, Inc. |
| 157. | Oaktree Diversified Income Fund Inc. |
| 158. | Permanent Portfolio Family of Funds |
| 159. | Perritt Funds, Inc. |
| 160. | Procure ETF Trust II |
| 161. | Professionally Managed Portfolios |
| 162. | Prospector Funds, Inc. |
| 163. | Provident Mutual Funds, Inc. |
| 164. | Abbey Capital Futures Strategy Fund, Series of The RBB Fund, Inc. |
| 165. | Abbey Capital Multi-Asset Fund, Series of The RBB Fund, Inc. |
| 166. | Adara Smaller Companies Fund, Series of The RBB Fund, Inc. |
| 167. | Aquarius International Fund, Series of The RBB Fund, Inc. |
| 168. | Boston Partners All Cap Value Fund, Series of The RBB Fund, Inc. |
| 169. | Boston Partners Emerging Markets Dynamic Equity Fund, Series of The RBB Fund, Inc. |
| 170. | Boston Partners Global Equity Fund, Series of The RBB Fund, Inc. |
| 171. | Boston Partners Global Sustainability Fund, Series of The RBB Fund, Inc. |
| 172. | Boston Partners Long/Short Equity Fund, Series of The RBB Fund, Inc. |
| 173. | Boston Partners Long/Short Research Fund, Series of The RBB Fund, Inc. |
| 174. | Boston Partners Small Cap Value Fund II, Series of The RBB Fund, Inc. |
| 175. | Campbell Systematic Macro Fund, Series of The RBB Fund, Inc. |
| 176. | F/m Opportunistic Income ETF, Series of The RBB Fund, Inc. |
| 177. | F/m 6-Month Investment Grade Corporate Bond ETF, Series of The RBB Fund, Inc. |
| 178. | F/m 9-18 Month Investment Grade Corporate Bond ETF, Series of The RBB Fund, Inc. |
| 179. | F/m 2-Year Investment Grade Corporate Bond ETF, Series of The RBB Fund, Inc. |
| 180. | F/m 3-Year Investment Grade Corporate Bond ETF, Series of The RBB Fund, Inc. |
| 181. | F/m 5-Year Investment Grade Corporate Bond ETF, Series of The RBB Fund, Inc. |
| 182. | F/m 7-Year Investment Grade Corporate Bond ETF, Series of The RBB Fund, Inc. |
| 183. | F/m 10-Year Investment Grade Corporate Bond ETF, Series of The RBB Fund, Inc. |
| 184. | F/m 20-Year Investment Grade Corporate Bond ETF, Series of The RBB Fund, Inc. |
| 185. | F/m 30-Year Investment Grade Corporate Bond ETF, Series of The RBB Fund, Inc. |
| 186. | F/m 15+ Year Investment Grade Corporate Bond ETF, Series of The RBB Fund, Inc. |
| 187. | Motley Fool 100 Index ETF, Series of The RBB Fund, Inc. |
| 188. | Motley Fool Capital Efficiency 100 Index ETF, Series of The RBB Fund, Inc. |
| 189. | Motley Fool Global Opportunities ETF, Series of The RBB Fund, Inc. |
| 190. | Motley Fool Mid-Cap Growth ETF, Series of The RBB Fund, Inc. |
| 191. | Motley Fool Next Index ETF, Series of The RBB Fund, Inc. |
| 192. | Motley Fool Small-Cap Growth ETF, Series of The RBB Fund, Inc. |
| 193. | Optima Strategic Credit Fund, Series of The RBB Fund, Inc. |
| 194. | SGI Enhanced Core ETF, Series of The RBB Fund, Inc. |
| 195. | SGI Enhanced Global Income ETF, Series of The RBB Fund, Inc. |
| 196. | SGI Enhanced Nasdaq-100 ETF, Series of The RBB Fund, Inc. |
| 197. | SGI Global Equity Fund, Series of The RBB Fund, Inc. |
| 198. | SGI Peak Growth Fund, Series of The RBB Fund, Inc. |
| 199. | SGI Prudent Growth Fund, Series of The RBB Fund, Inc. |
| 200. | SGI Small Cap Core Fund, Series of The RBB Fund, Inc. |
| 201. | SGI U.S. Large Cap Equity Fund, Series of The RBB Fund, Inc. |
| 202. | SGI U.S. Large Cap Core ETF, Series of The RBB Fund, Inc. |
| 203. | SGI Dynamic Tactical ETF, Series of The RBB Fund, Inc. |
| 204. | US Treasury 10 Year Note ETF, Series of The RBB Fund, Inc. |
| 205. | US Treasury 12 Month Bill ETF, Series of The RBB Fund, Inc. |
| 206. | US Treasury 2 Year Note ETF, Series of The RBB Fund, Inc. |
| 207. | US Treasury 20 Year Bond ETF, Series of The RBB Fund, Inc. |
| 208. | US Treasury 3 Month Bill ETF, Series of The RBB Fund, Inc. |
| 209. | US Treasury 3 Year Note ETF, Series of The RBB Fund, Inc. |
| 210. | US Treasury 30 Year Bond ETF, Series of The RBB Fund, Inc. |
| 211. | US Treasury 5 Year Note ETF, Series of The RBB Fund, Inc. |
| 212. | US Treasury 6 Month Bill ETF, Series of The RBB Fund, Inc. |
| 213. | US Treasury 7 Year Note ETF, Series of The RBB Fund, Inc. |
| 214. | WPG Partners Select Small Cap Value Fund, Series of The RBB Fund, Inc. |
| 215. | WPG Partners Small Cap Value Diversified Fund, Series of The RBB Fund, Inc. |
| 216. | WPG Partners Select Hedged Fund, Series of The RBB Fund, Inc. |
| 217. | P/E Global Enhanced International Fund, Series of The RBB Fund Trust |
| 218. | Torray Fund, Series of The RBB Fund Trust |
| 219. | Longview Advantage ETF, Series of The RBB Fund Trust |
| 220. | First Eagle Global Equity ETF, Series of The RBB Fund Trust |
| 221. | First Eagle Overseas Equity ETF, Series of The RBB Fund Trust |
| 222. | Tweedy, Browne Insider + Value ETF, Series of The RBB Fund Trust |
| 223. | RBC Funds Trust |
| 224. | Series Portfolios Trust |
| 225. | Thompson IM Funds, Inc. |
| 226. | TrimTabs ETF Trust |
| 227. | Trust for Advised Portfolios |
| 228. | Barrett Growth Fund, Series of Trust for Professional Managers |
| 229. | Bright Rock Mid Cap Growth Fund, Series of Trust for Professional Managers |
| 230. | Bright Rock Quality Large Cap Fund, Series of Trust for Professional Managers |
| 231. | CrossingBridge Low Duration High Yield Fund, Series of Trust for Professional Managers |
| 232. | CrossingBridge Responsible Credit Fund, Series of Trust for Professional Managers |
| 233. | CrossingBridge Ultra-Short Duration Fund, Series of Trust for Professional Managers |
| 234. | RiverPark Strategic Income Fund, Series of Trust for Professional Managers |
| 235. | Dearborn Partners Rising Dividend Fund, Series of Trust for Professional Managers |
| 236. | Jensen Global Quality Growth Fund, Series of Trust for Professional Managers |
| 237. | Jensen Quality Value Fund, Series of Trust for Professional Managers |
| 238. | Rockefeller Climate Solutions Fund, Series of Trust for Professional Managers |
| 239. | Rockefeller US Small Cap Core Fund, Series of Trust for Professional Managers |
| 240. | Terra Firma US Concentrated Realty Fund, Series of Trust for Professional Managers |
| 241. | USQ Core Real Estate Fund |
| 242. | Wall Street EWM Funds Trust |
(a)(2) Vigilant Distributors, LLC serves as principal underwriter for the following investment companies registered under the Investment Company Act of 1940, as amended:
| 1. | Free Market Fixed Income Fund, Series of The RBB Fund, Inc. |
| 2. | Free Market International Equity Fund, Series of The RBB Fund, Inc. |
| 3. | Free Market US Equity Fund, Series of The RBB Fund, Inc. |
| 4. | Matson Money Fixed Income VI Portfolio, Series of The RBB Fund, Inc. |
| 5. | Matson Money International Equity VI Portfolio, Series of The RBB Fund, Inc. |
| 6. | Matson Money US Equity VI Portfolio, Series of The RBB Fund, Inc. |
| 7. | YCG Funds |
| 8. | Pemberwick Fund, Series of Manager Directed Portfolios |
| 9. | Sphere 500 Climate Fund, Series of Manager Directed Portfolios |
| 10. | ERShares Entrepreneurs ETF, series of EntrepreneuerShares Series Trust |
| 11. | ERShares NextGen Entrepreneurs ETF, series of EntrepreneuerShares Series Trust |
| 12. | ERShares US Large Cap Fund, series of EntrepreneuerShares Series Trust |
| 13. | ERShares Global Fund, series of EntrepreneuerShares Series Trust |
| 14. | ERShares US Small Cap Fund, series of EntrepreneuerShares Series Trust |
| 15. | Hardman Johnston International Growth Fund, Series of Manager Directed Portfolios |
| 16. | Modern Capital Tactical Opportunities Fund, of Modern Capital Funds Trust |
| (b)(1) | The following are the Officers and Manager of Quasar, one of the Registrant’s underwriters. Quasar’s main business address is Three Canal Plaza, Suite 100, Portland, Maine 04101. |
| Name | Address | Position
with Underwriter |
Position
with Registrant |
| Teresa Cowan | Three Canal Plaza, Suite 100, Portland, ME 04101 | President/Manager | None |
| Chris Lanza | Three Canal Plaza, Suite 100, Portland, ME 04101 | Vice President | None |
| Kate Macchia | Three Canal Plaza, Suite 100, Portland, ME 04101 | Vice President | None |
| Susan L. LaFond | Three Canal Plaza, Suite 100, Portland, ME 04101 | Vice President and Chief Compliance Officer and Treasurer | None |
| Weston Sommers | Three Canal Plaza, Suite 100, Portland, ME 04101 | Financial and Operations Principal and Chief Financial Officer | None |
| Kelly B. Whetstone | Three Canal Plaza, Suite 100, Portland, ME 04101 | Secretary | None |
| (b)(2) | The following are the Officers of Vigilant Distributors, LLC, one of the Registrant’s underwriters. Vigilant Distributors, LLC’s main business address is Gateway Corporate Center, Suite 216, 223 Wilmington West Chester Pike, Chadds Ford, Pennsylvania 19317. |
| Name | Address | Position
with Underwriter |
Position
with Registrant |
| Patrick Chism | Gateway Corporate Center, Suite 216, 223 Wilmington West Chester Pike, Chadds Ford, PA 19317 | Chief Executive Officer and Chief Compliance Officer | None |
| Gerald Scarpati | Gateway Corporate Center, Suite 216, 223 Wilmington West Chester Pike, Chadds Ford, PA 19317 | Chief Financial Officer and Principal Financial Officer | None |
| (c) | Not Applicable |
| Item 33. | LOCATION OF ACCOUNTS AND RECORDS |
| (1) | Boston Partners Global Investors, Inc., One Beacon Street, Boston, Massachusetts 02108 (records relating to its function as investment adviser). |
| (2) | Matson Money, Inc. (formerly Abundance Technologies, Inc.), 5955 Deerfield Blvd., Mason, Ohio 45040 (records relating to its function as investment adviser). |
| (3) | Summit Global Investments, LLC, 620 South Main Street, Bountiful, Utah 84010 (records relating to its function as investment adviser). |
| (4) | Abbey Capital Limited, 8 St. Stephen’s Green, Dublin 2, Ireland, (records relating to its function as investment adviser). |
| (5) | Altair Advisers LLC, 303 West Madison, Suite 600, Chicago, Illinois 60606 (records relating to its function as investment adviser). |
| (6) | Campbell & Company Investment Adviser LLC, 2850 Quarry Lake Drive, Baltimore, Maryland 21209 (records relating to its function as investment adviser). |
| (7) | Motley Fool Asset Management, LLC, 2000 Duke Street, Suite 275, Alexandria, Virginia 22314 (records relating to its function as investment adviser). |
| (8) | Optima Asset Management LLC, 10 East 53rd Street, New York, New York 10022 (records relating to its function as investment adviser). |
| (9) | F/m Investments LLC, 3050 K Street NW, Suite 201, Washington, DC 20007 (records relating to its function as investment adviser). |
| (10) | U.S. Bancorp Fund Services, LLC, 615 East Michigan Street, Milwaukee, Wisconsin 53202 (records relating to its function as administrator, transfer agent and dividend disbursing agent). |
| (11) | U.S. Bank, N.A., 1555 North Rivercenter Drive, Suite 302, Milwaukee, Wisconsin, 53212 (records relating to its function as custodian). |
| (12) | Quasar Distributors, LLC, Three Canal Plaza, Suite 100, Portland, Maine 04101 (records relating to its function as underwriter). |
| (13) | Vigilant Distributors, LLC, Gateway Corporate Center, Suite 216, 223 Wilmington West Chester Pike, Chadds Ford, Pennsylvania 19317 (records relating to its function as underwriter). |
| Item 34. | MANAGEMENT SERVICES |
None.
| Item 35. | UNDERTAKINGS |
Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended (the “1933 Act”), and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all of the requirements for effectiveness of this Post-Effective Amendment to its Registration Statement under Rule 485(b) under the 1933 Act and has duly caused this Post-Effective Amendment to its Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized, in the City of Short Hills and State of New Jersey on February 14, 2025.
| THE RBB FUND, INC. | |||
| By: | /s/ Steven Plump | ||
| Steven Plump | |||
| President | |||
Pursuant to the requirements of the 1933 Act, this Amendment to Registrant’s Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
| SIGNATURE | TITLE | DATE | ||
| /s/ Steven Plump | President (Principal Executive | February 14, 2025 | ||
| Steven Plump | Officer) | |||
| /s/ James G. Shaw | Chief Financial Officer (Principal | February 14, 2025 | ||
| James G. Shaw | Financial and Accounting Officer) | |||
| *Gregory P. Chandler | Director | February 14, 2025 | ||
| Gregory P. Chandler | ||||
| *Lisa A. Dolly | Director | February 14, 2025 | ||
| Lisa A. Dolly | ||||
| *Nicholas A. Giordano | Director | February 14, 2025 | ||
| Nicholas A. Giordano | ||||
| *Arnold M. Reichman | Director | February 14, 2025 | ||
| Arnold M. Reichman | ||||
| *Robert Sablowsky | Director | February 14, 2025 | ||
| Robert Sablowsky | ||||
| *Brian T. Shea | Director | February 14, 2025 | ||
| Brian T. Shea | ||||
| *Martha A. Tirinnanzi | Director | February 14, 2025 | ||
| Martha A. Tirinnanzi |
| *By: | /s/ James G. Shaw | |
| James G. Shaw | ||
| Attorney-in-Fact | ||
THE RBB FUND, INC.
(the “Company”)
THE RBB FUND TRUST
(the “Trust”)
POWER OF ATTORNEY
Know All Men by These Presents, that the undersigned, Gregory P. Chandler, hereby constitutes and appoints Jillian L. Bosmann, Michael P. Malloy, Edward Paz, Steven Plump, and James G. Shaw his true and lawful attorneys, to execute in his name, place, and stead, in his capacity as Director/Trustee or officer, or both, of the Company and of the Trust, the Registration Statement and any amendments thereto and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission; and said attorneys shall have full power and authority to do and perform in his name and on his behalf, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully and to all intents and purposes as he might or could do in person, said acts of said attorneys being hereby ratified and approved.
| DATED: February 13, 2024 | |
| /s/ Gregory P. Chandler | |
| Gregory P. Chandler |
THE RBB FUND, INC.
(the “Company”)
THE RBB FUND TRUST
(the “Trust”)
POWER OF ATTORNEY
Know All Men by These Presents, that the undersigned, Lisa A. Dolly, hereby constitutes and appoints Jillian L. Bosmann, Michael P. Malloy, Edward Paz, Steven Plump, and James G. Shaw her true and lawful attorneys, to execute in her name, place, and stead, in her capacity as Director/Trustee or officer, or both, of the Company and of the Trust, the Registration Statement and any amendments thereto and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission; and said attorneys shall have full power and authority to do and perform in her name and on her behalf, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully and to all intents and purposes as she might or could do in person, said acts of said attorneys being hereby ratified and approved.
| DATED: February 13, 2024 | |
| /s/ Lisa A. Dolly | |
| Lisa A. Dolly |
THE RBB FUND, INC.
(the “Company”)
THE RBB FUND TRUST
(the “Trust”)
POWER OF ATTORNEY
Know All Men by These Presents, that the undersigned, Nicholas A. Giordano, hereby constitutes and appoints Jillian L. Bosmann, Michael P. Malloy, Edward Paz, Steven Plump, and James G. Shaw his true and lawful attorneys, to execute in his name, place, and stead, in his capacity as Director/Trustee or officer, or both, of the Company and of the Trust, the Registration Statement and any amendments thereto and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission; and said attorneys shall have full power and authority to do and perform in his name and on his behalf, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully and to all intents and purposes as he might or could do in person, said acts of said attorneys being hereby ratified and approved.
| DATED: February 13, 2024 | |
| /s/ Nicholas A. Giordano | |
| Nicholas A. Giordano |
THE RBB FUND, INC.
(the “Company”)
THE RBB FUND TRUST
(the “Trust”)
POWER OF ATTORNEY
Know All Men by These Presents, that the undersigned, Arnold M. Reichman, hereby constitutes and appoints Jillian L. Bosmann, Michael P. Malloy, Edward Paz, Steven Plump, and James G. Shaw his true and lawful attorneys, to execute in his name, place, and stead, in his capacity as Director/Trustee or officer, or both, of the Company and of the Trust, the Registration Statement and any amendments thereto and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission; and said attorneys shall have full power and authority to do and perform in his name and on his behalf, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully and to all intents and purposes as he might or could do in person, said acts of said attorneys being hereby ratified and approved.
| DATED: February 13, 2024 | |
| /s/ Arnold M. Reichman | |
| Arnold M. Reichman |
THE RBB FUND, INC.
(the “Company”)
THE RBB FUND TRUST
(the “Trust”)
POWER OF ATTORNEY
Know All Men by These Presents, that the undersigned, Robert Sablowsky, hereby constitutes and appoints Jillian L. Bosmann, Michael P. Malloy, Edward Paz, Steven Plump, and James G. Shaw his true and lawful attorneys, to execute in his name, place, and stead, in his capacity as Director/Trustee or officer, or both, of the Company and of the Trust, the Registration Statement and any amendments thereto and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission; and said attorneys shall have full power and authority to do and perform in his name and on his behalf, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully and to all intents and purposes as he might or could do in person, said acts of said attorneys being hereby ratified and approved.
| DATED: February 13, 2024 | |
| /s/ Robert Sablowsky | |
| Robert Sablowsky |
THE RBB FUND, INC.
(the “Company”)
THE RBB FUND TRUST
(the “Trust”)
POWER OF ATTORNEY
Know All Men by These Presents, that the undersigned, Brian T. Shea, hereby constitutes and appoints Jillian L. Bosmann, Michael P. Malloy, Edward Paz, Steven Plump, and James G. Shaw his true and lawful attorneys, to execute in his name, place, and stead, in his capacity as Director/Trustee or officer, or both, of the Company and of the Trust, the Registration Statement and any amendments thereto and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission; and said attorneys shall have full power and authority to do and perform in his name and on his behalf, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully and to all intents and purposes as he might or could do in person, said acts of said attorneys being hereby ratified and approved.
| DATED: February 13, 2024 | |
| /s/ Brian T. Shea | |
| Brian T. Shea |
THE RBB FUND, INC.
(the “Company”)
THE RBB FUND TRUST
(the “Trust”)
POWER OF ATTORNEY
Know All Men by These Presents, that the undersigned, Martha A. Tirinnanzi, hereby constitutes and appoints Jillian L. Bosmann, Michael P. Malloy, Edward Paz, Steven Plump, and James G. Shaw her true and lawful attorneys, to execute in her name, place, and stead, in her capacity as Director/Trustee or officer, or both, of the Company and of the Trust, the Registration Statement and any amendments thereto and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission; and said attorneys shall have full power and authority to do and perform in her name and on her behalf, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully and to all intents and purposes as she might or could do in person, said acts of said attorneys being hereby ratified and approved.
| DATED: February 13, 2024 | |
| /s/ Martha A. Tirinnanzi | |
| Martha A. Tirinnanzi |
THE RBB FUND, INC.
ARTICLES SUPPLEMENTARY
THE RBB FUND, INC., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: In accordance with the requirements of Section 2-208 of the Maryland General Corporation Law, and under a power contained in the charter of the Corporation (the “Charter”), the Board of Directors of the Corporation (the “Board of Directors”) has adopted resolutions classifying an aggregate of 100,000,000 authorized but unclassified and unissued shares of common stock, par value $.001 per share (the “Common Stock”), of the Corporation as follows:
| 1. | Class CCCCCCCCC. 100,000,000 shares of authorized but unclassified and unissued shares of Common Stock (the “Undesignated Common Stock”) are hereby classified and designated as Class CCCCCCCCC shares of Common Stock representing interests in the SGI Enhanced Market Leaders ETF. |
SECOND: A description of the shares so classified with the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption as set or changed by the Board of Directors is as set forth in Article VI, Section (6) of the Corporation’s Articles of Incorporation and as set forth elsewhere in the Charter with respect to stock of the Corporation generally, and as follows:
1. To the full extent permitted by applicable law, the Corporation may, without the vote of the shares of any class of capital stock of the Corporation then outstanding and if so determined by the Board of Directors:
(A)(1) sell and convey the assets belonging to Class CCCCCCCCC Common Stock (the “Class”) to another trust or corporation that is a management investment company (as defined in the Investment Company Act of 1940, as amended) and is organized under the laws of any state of the United States for consideration, which may include the assumption of all outstanding obligations, taxes and other liabilities, accrued or contingent, belonging to the Class and which may include securities issued by such trust or corporation. Following such sale and conveyance, and after making provision for the payment of any liabilities belonging to the Class that are not assumed by the purchaser of the assets belonging to the Class, the Corporation may, at its option, redeem all outstanding shares of the Class at the net asset value thereof as determined by the Board of Directors in accordance with the provisions of applicable law, less such redemption fee or other charge, if any, as may be fixed by resolution of the Board of Directors. Notwithstanding any other provision of the Charter to the contrary, the redemption price may be paid in any combination of cash or other assets belonging to the Class, including but not limited to the distribution of the securities or other consideration received by the Corporation for the assets belonging to the Class upon such conditions as the Board of Directors deems, in its sole discretion, to be appropriate and consistent with applicable law and the Charter;
(2) sell and convert the assets belonging to the Class into money and, after making provision for the payment of all obligations, taxes and other liabilities, accrued or contingent, belonging to the Class, the Corporation may, at its option, redeem all outstanding shares of the Class at the net asset value thereof as determined by the Board of Directors in accordance with the provisions of applicable law, less such redemption fee or other charge, if any, as may be fixed by resolutions of the Board of Directors upon such conditions as the Board of Directors deems, in its sole discretion, to be appropriate and consistent with applicable law and the Charter; or
(3) combine the assets belonging to the Class with the assets belonging to any one or more other classes of capital stock of the Corporation if the Board of Directors reasonably determines that such combination will not have a material adverse effect on the stockholders of any class of capital stock of the Corporation participating in such combination. In connection with any such combination of assets, the shares of the Class then outstanding may, if so determined by the Board of Directors, be converted into shares of any other class or classes of capital stock of the Corporation with respect to which conversion is permitted by applicable law, or may be redeemed, at the option of the Corporation, at the net asset value thereof as determined by the Board of Directors in accordance with the provisions of applicable law, less such redemption fee or other charge, or conversion cost, if any, as may be fixed by resolutions of the Board of Directors upon such conditions as the Board of Directors deems, in its sole discretion, to be appropriate and consistent with applicable law and the Charter. Notwithstanding any other provision of these Articles Supplementary or the Charter to the contrary, any redemption price, or part thereof, paid pursuant to this section may be paid in shares of any other existing or future class or classes of capital stock of the Corporation;
(B) provide that all shares of the Class now or hereafter authorized shall be subject to redemption and redeemable at the option of the holder thereof in accordance with and pursuant to procedures or methods prescribed or approved by the Board of Directors and, if so determined by the Board of Directors, shall be redeemable only in aggregations of such number of shares and on such days as may be determined by, or determined pursuant to procedures or methods prescribed by or approved by, the Board of Directors from time to time; and
(C) without limiting the foregoing, at its option, redeem shares of the Class for any other reason if the Board of Directors has determined that it is in the best interest of the Corporation to do so. Any such redemption shall be at the net asset value of such shares of the Class being redeemed less such redemption fee or other charge, if any, as may be fixed by resolutions of the Board of Directors and shall be made and effective upon such terms and in accordance with procedures approved by the Board of Directors at such time.
-2-
2. The shares of Class CCCCCCCCC Common Stock will be issued without stock certificates.
THIRD: The shares aforesaid have been duly classified by the Board of Directors under the authority contained in the Charter. The aggregate number of authorized shares of stock of the Corporation is not changed by these Articles Supplementary.
FOURTH: Immediately after the classification of shares of Undesignated Common Stock as shares of Class CCCCCCCCC Common Stock:
(a) the Corporation has the authority to issue 100,000,000,000 shares of its Common Stock, par value $.001 per share, and the aggregate par value of all the shares of all classes is $100,000,000; and
(b) the number of authorized shares of each class of Common Stock is as follows, and the Corporation hereby confirms the classification and designation of the shares in the following classes and numbers:
| Class A | - | 100,000,000 | |
| Class B | - | 100,000,000 | |
| Class C | - | 100,000,000 | |
| Class D | - | 100,000,000 | |
| Class E | - | 500,000,000 | |
| Class F | - | 500,000,000 | |
| Class G | - | 500,000,000 | |
| Class H | - | 500,000,000 | |
| Class I | - | 1,500,000,000 | |
| Class J | - | 500,000,000 | |
| Class K | - | 500,000,000 | |
| Class L | - | 1,500,000,000 | |
| Class M | - | 500,000,000 | |
| Class N | - | 500,000,000 | |
| Class O | - | 500,000,000 | |
| Class P | - | 100,000,000 | |
| Class Q | - | 100,000,000 | |
| Class R | - | 500,000,000 | |
| Class S | - | 500,000,000 | |
| Class T | - | 500,000,000 | |
| Class U | - | 500,000,000 | |
| Class V | - | 500,000,000 | |
| Class W | - | 100,000,000 | |
| Class X | - | 50,000,000 | |
| Class Y | - | 50,000,000 | |
| Class Z | - | 50,000,000 | |
| Class AA | - | 50,000,000 | |
| Class BB | - | 50,000,000 |
-3-
| Class CC | - | 50,000,000 | |
| Class DD | - | 100,000,000 | |
| Class EE | - | 100,000,000 | |
| Class FF | - | 50,000,000 | |
| Class GG | - | 50,000,000 | |
| Class HH | - | 50,000,000 | |
| Class II | - | 100,000,000 | |
| Class JJ | - | 100,000,000 | |
| Class KK | - | 100,000,000 | |
| Class LL | - | 100,000,000 | |
| Class MM | - | 100,000,000 | |
| Class NN | - | 100,000,000 | |
| Class OO | - | 100,000,000 | |
| Class PP | - | 100,000,000 | |
| Class QQ | - | 100,000,000 | |
| Class RR | - | 100,000,000 | |
| Class SS | - | 100,000,000 | |
| Class TT | - | 100,000,000 | |
| Class UU | - | 100,000,000 | |
| Class VV | - | 100,000,000 | |
| Class WW | - | 100,000,000 | |
| Class YY | - | 100,000,000 | |
| Class ZZ | - | 100,000,000 | |
| Class AAA | - | 100,000,000 | |
| Class BBB | - | 100,000,000 | |
| Class CCC | - | 100,000,000 | |
| Class DDD | - | 100,000,000 | |
| Class EEE | - | 100,000,000 | |
| Class FFF | - | 100,000,000 | |
| Class GGG | - | 100,000,000 | |
| Class HHH | - | 100,000,000 | |
| Class III | - | 100,000,000 | |
| Class JJJ | - | 100,000,000 | |
| Class KKK | - | 100,000,000 | |
| Class LLL | - | 100,000,000 | |
| Class MMM | - | 100,000,000 | |
| Class NNN | - | 100,000,000 | |
| Class OOO | - | 100,000,000 | |
| Class PPP | - | 100,000,000 | |
| Class QQQ | - | 2,500,000,000 | |
| Class RRR | - | 2,500,000,000 | |
| Class SSS | - | 100,000,000 | |
| Class TTT | - | 50,000,000 | |
| Class UUU | - | 50,000,000 | |
| Class VVV | - | 50,000,000 | |
| Class WWW | - | 50,000,000 | |
| Class XXX | - | 100,000,000 |
-4-
| Class YYY | - | 100,000,000 | |
| Class ZZZ | - | 100,000,000 | |
| Class AAAA | - | 50,000,000,000 | |
| Class BBBB | - | 700,000,000 | |
| Class CCCC | - | 700,000,000 | |
| Class DDDD | - | 700,000,000 | |
| Class EEEE | - | 100,000,000 | |
| Class FFFF | - | 100,000,000 | |
| Class GGGG | - | 100,000,000 | |
| Class HHHH | - | 100,000,000 | |
| Class IIII | - | 100,000,000 | |
| Class JJJJ | - | 100,000,000 | |
| Class KKKK | - | 100,000,000 | |
| Class LLLL | - | 100,000,000 | |
| Class MMMM | - | 100,000,000 | |
| Class NNNN | - | 100,000,000 | |
| Class OOOO | - | 100,000,000 | |
| Class PPPP | - | 100,000,000 | |
| Class QQQQ | - | 100,000,000 | |
| Class RRRR | - | 100,000,000 | |
| Class SSSS | - | 100,000,000 | |
| Class TTTT | - | 100,000,000 | |
| Class UUUU | - | 100,000,000 | |
| Class VVVV | - | 100,000,000 | |
| Class WWWW | - | 100,000,000 | |
| Class XXXX | - | 100,000,000 | |
| Class YYYY | - | 100,000,000 | |
| Class ZZZZ | - | 100,000,000 | |
| Class AAAAA | - | 100,000,000 | |
| Class BBBBB | - | 750,000,000 | |
| Class CCCCC | - | 100,000,000 | |
| Class DDDDD | - | 100,000,000 | |
| Class EEEEE | - | 100,000,000 | |
| Class FFFFF | - | 100,000,000 | |
| Class GGGGG | - | 100,000,000 | |
| Class HHHHH | - | 100,000,000 | |
| Class IIIII | - | 100,000,000 | |
| Class JJJJJ | - | 100,000,000 | |
| Class KKKKK | - | 300,000,000 | |
| Class LLLLL | - | 100,000,000 | |
| Class MMMMM | - | 100,000,000 | |
| Class NNNNN | - | 100,000,000 | |
| Class OOOOO | - | 100,000,000 | |
| Class PPPPP | - | 100,000,000 | |
| Class QQQQQ | - | 100,000,000 | |
| Class RRRRR | - | 100,000,000 |
-5-
| Class SSSSS | - | 100,000,000 | |
| Class TTTTT | - | 500,000,000 | |
| Class UUUUU | - | 100,000,000 | |
| Class VVVVV | - | 100,000,000 | |
| Class WWWWW | - | 100,000,000 | |
| Class XXXXX | - | 100,000,000 | |
| Class YYYYY | - | 100,000,000 | |
| Class ZZZZZ | - | 100,000,000 | |
| Class AAAAAA | - | 100,000,000 | |
| Class BBBBBB | - | 100,000,000 | |
| Class CCCCCC | - | 100,000,000 | |
| Class DDDDDD | - | 100,000,000 | |
| Class EEEEEE | - | 100,000,000 | |
| Class FFFFFF | - | 100,000,000 | |
| Class GGGGGG | - | 100,000,000 | |
| Class HHHHHH | - | 100,000,000 | |
| Class IIIIII | - | 100,000,000 | |
| Class JJJJJJ | - | 100,000,000 | |
| Class KKKKKK | - | 100,000,000 | |
| Class LLLLLL | - | 100,000,000 | |
| Class MMMMMM | - | 100,000,000 | |
| Class NNNNNN | - | 100,000,000 | |
| Class OOOOOO | - | 100,000,000 | |
| Class PPPPPP | - | 300,000,000 | |
| Class QQQQQQ | - | 100,000,000 | |
| Class RRRRRR | - | 100,000,000 | |
| Class SSSSSS | - | 100,000,000 | |
| Class TTTTTT | - | 100,000,000 | |
| Class UUUUUU | - | 100,000,000 | |
| Class VVVVVV | - | 100,000,000 | |
| Class WWWWWW | - | 100,000,000 | |
| Class XXXXXX | - | 100,000,000 | |
| Class YYYYYY | - | 100,000,000 | |
| Class ZZZZZZ | - | 100,000,000 | |
| Class AAAAAAA | - | 100,000,000 | |
| Class BBBBBBB | - | 100,000,000 | |
| Class CCCCCCC | - | 100,000,000 | |
| Class DDDDDDD | - | 100,000,000 | |
| Class EEEEEEE | - | 100,000,000 | |
| Class FFFFFFF | - | 100,000,000 | |
| Class GGGGGGG | - | 100,000,000 | |
| Class HHHHHHH | - | 100,000,000 | |
| Class IIIIIII | - | 100,000,000 | |
| Class JJJJJJJ | - | 100,000,000 | |
| Class KKKKKKK | - | 100,000,000 | |
| Class LLLLLLL | - | 100,000,000 |
-6-
| Class MMMMMMM | - | 100,000,000 | |
| Class NNNNNNN | - | 100,000,000 | |
| Class OOOOOOO | - | 100,000,000 | |
| Class PPPPPPP | - | 100,000,000 | |
| Class QQQQQQQ | - | 100,000,000 | |
| Class RRRRRRR | - | 100,000,000 | |
| Class SSSSSSS | - | 100,000,000 | |
| Class TTTTTTT | - | 100,000,000 | |
| Class UUUUUUU | - | 100,000,000 | |
| Class VVVVVVV | - | 100,000,000 | |
| Class WWWWWWW | - | 100,000,000 | |
| Class XXXXXXX | - | 100,000,000 | |
| Class YYYYYYY | - | 100,000,000 | |
| Class ZZZZZZZ | - | 100,000,000 | |
| Class AAAAAAAA | - | 100,000,000 | |
| Class BBBBBBBB | - | 100,000,000 | |
| Class CCCCCCCC | - | 100,000,000 | |
| Class DDDDDDDD | - | 100,000,000 | |
| Class EEEEEEEE | - | 100,000,000 | |
| Class FFFFFFFF | - | 100,000,000 | |
| Class GGGGGGGG | - | 100,000,000 | |
| Class HHHHHHHH | - | 100,000,000 | |
| Class IIIIIIII | - | 100,000,000 | |
| Class JJJJJJJJ | - | 100,000,000 | |
| Class KKKKKKKK | - | 100,000,000 | |
| Class LLLLLLLL | - | 100,000,000 | |
| Class MMMMMMMM | - | 100,000,000 | |
| Class NNNNNNNN | - | 100,000,000 | |
| Class OOOOOOOO | - | 100,000,000 | |
| Class PPPPPPPP | - | 100,000,000 | |
| Class QQQQQQQQ | - | 100,000,000 | |
| Class RRRRRRRR | - | 100,000,000 | |
| Class SSSSSSSS | - | 100,000,000 | |
| Class TTTTTTTT | - | 100,000,000 | |
| Class UUUUUUUU | - | 100,000,000 | |
| Class VVVVVVVV | - | 100,000,000 | |
| Class WWWWWWWW | - | 100,000,000 | |
| Class XXXXXXXX | - | 100,000,000 | |
| Class YYYYYYYY | - | 100,000,000 | |
| Class ZZZZZZZZ | - | 100,000,000 | |
| Class AAAAAAAAA | - | 100,000,000 | |
| Class BBBBBBBBB | - | 100,000,000 | |
| Class CCCCCCCCC | - | 100,000,000 | |
| Class Select | - | 700,000,000 | |
| Class Beta 2 | - | 1,000,000 |
-7-
| Class Beta 3 | - | 1,000,000 | |
| Class Beta 4 | - | 1,000,000 | |
| Class Principal Money | - | 700,000,000 | |
| Class Gamma 2 | - | 1,000,000 | |
| Class Gamma 3 | - | 1,000,000 | |
| Class Gamma 4 | - | 1,000,000 | |
| Class Bear Stearns Money |
- | 2,500,000,000 | |
| Class Bear Stearns Municipal Money |
- | 1,500,000,000 | |
| Class Bear Stearns Government Money |
- | 1,000,000,000 | |
| Class Delta 4 | - | 1,000,000 | |
| Class Epsilon 1 | - | 1,000,000 | |
| Class Epsilon 2 | - | 1,000,000 | |
| Class Epsilon 3 | - | 1,000,000 | |
| Class Epsilon 4 | - | 1,000,000 | |
| Class Zeta 1 | - | 1,000,000 | |
| Class Zeta 2 | - | 1,000,000 | |
| Class Zeta 3 | - | 1,000,000 | |
| Class Zeta 4 | - | 1,000,000 | |
| Class Eta 1 | - | 1,000,000 | |
| Class Eta 2 | - | 1,000,000 | |
| Class Eta 3 | - | 1,000,000 | |
| Class Eta 4 | - | 1,000,000 | |
| Class Theta 1 | - | 1,000,000 | |
| Class Theta 2 | - | 1,000,000 | |
| Class Theta 3 | - | 1,000,000 | |
| Class Theta 4 | - | 1,000,000 |
for a total of 93,123,000,000 shares classified into separate classes of Common Stock.
FIFTH: The undersigned President of the Corporation acknowledges these Articles Supplementary to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned President acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, The RBB Fund, Inc. has caused these presents to be signed in its name and on its behalf by its President and attested by its Chief Financial Officer and Secretary on the 14th day of February 2025.
| ATTEST: | THE RBB FUND, INC. | ||
| /s/ James G. Shaw | By: | /s/ Steven Plump | |
| James G. Shaw | Steven Plump | ||
| Chief Financial Officer and Secretary | President | ||
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THE RBB FUND, INC.
ARTICLES SUPPLEMENTARY
THE RBB FUND, INC., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: In accordance with the requirements of Section 2-208 of the Maryland General Corporation Law, and under a power contained in the charter of the Corporation (the “Charter”), the Board of Directors of the Corporation (the “Board of Directors”) has adopted resolutions classifying an aggregate of 100,000,000 authorized but unclassified and unissued shares of common stock, par value $.001 per share (the “Common Stock”), of the Corporation as follows:
| 1. | Class DDDDDDDDD. 100,000,000 shares of authorized but unclassified and unissued shares of Common Stock (the “Undesignated Common Stock”) are hereby classified and designated as Class DDDDDDDDD shares of Common Stock representing interests in the F/m Ultrashort Treasury Inflation-Protected Security (TIPS) ETF. |
| 2. | Class EEEEEEEEE 100,000,000 shares of authorized but unclassified and unissued shares of Common Stock (the “Undesignated Common Stock”) are hereby classified and designated as Class EEEEEEEEE shares of Common Stock representing interests in the F/m Yield Curve Steepening Strategy ETF. |
| 3. | Class FFFFFFFFF. 100,000,000 shares of authorized but unclassified and unissued shares of Common Stock (the “Undesignated Common Stock”) are hereby classified and designated as Class FFFFFFFFF shares of Common Stock representing interests in the F/m Yield Curve Flattening Strategy ETF. |
| 4. | Class GGGGGGGGG. 100,000,000 shares of authorized but unclassified and unissued shares of Common Stock (the “Undesignated Common Stock”) are hereby classified and designated as Class GGGGGGGGG shares of Common Stock representing interests in the F/m Rising Interest Rates Strategy ETF. |
| 5. | Class HHHHHHHHH. 100,000,000 shares of authorized but unclassified and unissued shares of Common Stock (the “Undesignated Common Stock”) are hereby classified and designated as Class HHHHHHHHH shares of Common Stock representing interests in the F/m Falling Interest Rates Strategy ETF. |
| 6. | Class IIIIIIIII. 100,000,000 shares of authorized but unclassified and unissued shares of Common Stock (the “Undesignated Common Stock”) are hereby classified and designated as Class IIIIIIIII shares of Common Stock representing interests in the F/m U.S. Treasury 3 Month Bill Institutional ETF. |
| 7. | Class JJJJJJJJJ. 100,000,000 shares of authorized but unclassified and unissued shares of Common Stock (the “Undesignated Common Stock”) are hereby classified and designated as Class JJJJJJJJJ shares of Common Stock representing interests in the F/m Leveraged U.S. Treasury 3-month Bill ETF. |
-1-
| 8. | Class KKKKKKKKK. 100,000,000 shares of authorized but unclassified and unissued shares of Common Stock (the “Undesignated Common Stock”) are hereby classified and designated as Class KKKKKKKKK shares of Common Stock representing interests in the F/m Current Coupon Mortgage-Backed ETF. |
| 9. | Class LLLLLLLLL. 100,000,000 shares of authorized but unclassified and unissued shares of Common Stock (the “Undesignated Common Stock”) are hereby classified and designated as Class LLLLLLLLL shares of Common Stock representing interests in the F/m Short Duration High Coupon Tax Free Municipal ETF. |
| 10. | Class MMMMMMMMM. 100,000,000 shares of authorized but unclassified and unissued shares of Common Stock (the “Undesignated Common Stock”) are hereby classified and designated as Class MMMMMMMMM shares of Common Stock representing interests in the F/m Small Cap Core ETF. |
| 11. | Class NNNNNNNNN. 100,000,000 shares of authorized but unclassified and unissued shares of Common Stock (the “Undesignated Common Stock”) are hereby classified and designated as Class NNNNNNNNN shares of Common Stock representing interests in the F/m Small Cap Growth ETF. |
| 12. | Class OOOOOOOOO. 100,000,000 shares of authorized but unclassified and unissued shares of Common Stock (the “Undesignated Common Stock”) are hereby classified and designated as Class OOOOOOOOO shares of Common Stock representing interests in the F/m SMID Equity ETF. |
| 13. | Class PPPPPPPPP. 100,000,000 shares of authorized but unclassified and unissued shares of Common Stock (the “Undesignated Common Stock”) are hereby classified and designated as Class PPPPPPPPP shares of Common Stock representing interests in the F/m High Yield 100 ETF. |
| 14. | Class QQQQQQQQQ. 100,000,000 shares of authorized but unclassified and unissued shares of Common Stock (the “Undesignated Common Stock”) are hereby classified and designated as Class QQQQQQQQQ shares of Common Stock representing interests in the F/m High Yield High Beta ETF. |
| 15. | Class RRRRRRRRR. 100,000,000 shares of authorized but unclassified and unissued shares of Common Stock (the “Undesignated Common Stock”) are hereby classified and designated as Class RRRRRRRRR shares of Common Stock representing interests in the F/m High Yield Quality ETF. |
| 16. | Class SSSSSSSSS. 100,000,000 shares of authorized but unclassified and unissued shares of Common Stock (the “Undesignated Common Stock”) are hereby classified and designated as Class SSSSSSSSS shares of Common Stock representing interests in the F/m Short Duration High Yield Quality ETF. |
-2-
| 17. | Class TTTTTTTTT. 100,000,000 shares of authorized but unclassified and unissued shares of Common Stock (the “Undesignated Common Stock”) are hereby classified and designated as Class TTTTTTTTT shares of Common Stock representing interests in the F/m Senior Secured High Yield ETF. |
SECOND: A description of the shares so classified with the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption as set or changed by the Board of Directors is as set forth in Article VI, Section (6) of the Corporation’s Articles of Incorporation and as set forth elsewhere in the Charter with respect to stock of the Corporation generally, and as follows:
1. To the full extent permitted by applicable law, the Corporation may, without the vote of the shares of any class of capital stock of the Corporation then outstanding and if so determined by the Board of Directors:
(A)(1) sell and convey the assets belonging to Class DDDDDDDDD Common Stock (each, a “Class”) to another trust or corporation that is a management investment company (as defined in the Investment Company Act of 1940, as amended) and is organized under the laws of any state of the United States for consideration, which may include the assumption of all outstanding obligations, taxes and other liabilities, accrued or contingent, belonging to such Class and which may include securities issued by such trust or corporation. Following such sale and conveyance, and after making provision for the payment of any liabilities belonging to such Class that are not assumed by the purchaser of the assets belonging to such Class, the Corporation may, at its option, redeem all outstanding shares of such Class at the net asset value thereof as determined by the Board of Directors in accordance with the provisions of applicable law, less such redemption fee or other charge, if any, as may be fixed by resolution of the Board of Directors. Notwithstanding any other provision of the Charter to the contrary, the redemption price may be paid in any combination of cash or other assets belonging to such Class, including but not limited to the distribution of the securities or other consideration received by the Corporation for the assets belonging to such Class upon such conditions as the Board of Directors deems, in its sole discretion, to be appropriate and consistent with applicable law and the Charter;
(2) sell and convert the assets belonging to a Class into money and, after making provision for the payment of all obligations, taxes and other liabilities, accrued or contingent, belonging to such Class, the Corporation may, at its option, redeem all outstanding shares of such Class at the net asset value thereof as determined by the Board of Directors in accordance with the provisions of applicable law, less such redemption fee or other charge, if any, as may be fixed by resolution of the Board of Directors upon such conditions as the Board of Directors deems, in its sole discretion, to be appropriate and consistent with applicable law and the Charter; or
-3-
(3) combine the assets belonging to a Class with the assets belonging to any one or more other classes of capital stock of the Corporation if the Board of Directors reasonably determines that such combination will not have a material adverse effect on the stockholders of any class of capital stock of the Corporation participating in such combination. In connection with any such combination of assets, the shares of each Class then outstanding may, if so determined by the Board of Directors, be converted into shares of any other class or classes of capital stock of the Corporation with respect to which conversion is permitted by applicable law, or may be redeemed, at the option of the Corporation, at the net asset value thereof as determined by the Board of Directors in accordance with the provisions of applicable law, less such redemption fee or other charge, or conversion cost, if any, as may be fixed by resolution of the Board of Directors upon such conditions as the Board of Directors deems, in its sole discretion, to be appropriate and consistent with applicable law and the Charter. Notwithstanding any other provision of these Articles Supplementary or the Charter to the contrary, any redemption price, or part thereof, paid pursuant to this section may be paid in shares of any other existing or future class or classes of capital stock of the Corporation;
(B) provide that all shares of a Class now or hereafter authorized shall be subject to redemption and redeemable at the option of the holder thereof in accordance with and pursuant to procedures or methods prescribed or approved by the Board of Directors and, if so determined by the Board of Directors, shall be redeemable only in aggregations of such number of shares and on such days as may be determined by, or determined pursuant to procedures or methods prescribed by or approved by, the Board of Directors from time to time; and
(C) without limiting the foregoing, at its option, redeem shares of a Class for any other reason if the Board of Directors has determined that it is in the best interest of the Corporation to do so. Any such redemption shall be at the net asset value of such shares of such Class being redeemed less such redemption fee or other charge, if any, as may be fixed by resolution of the Board of Directors and shall be made and effective upon such terms and in accordance with procedures approved by the Board of Directors at such time.
2. The shares of Class DDDDDDDDD, Class EEEEEEEEE, Class FFFFFFFFF, Class GGGGGGGGG, Class HHHHHHHHH, Class IIIIIIIII, Class JJJJJJJJJ, Class KKKKKKKKK, Class LLLLLLLLL, Class MMMMMMMMM, Class NNNNNNNNN, Class OOOOOOOOO, Class PPPPPPPPP, Class QQQQQQQQQ, Class RRRRRRRRR, Class SSSSSSSSS, and Class TTTTTTTTT Common Stock will be issued without stock certificates.
THIRD: The shares aforesaid have been duly classified by the Board of Directors under the authority contained in the Charter. The aggregate number of authorized shares of stock of the Corporation is not changed by these Articles Supplementary.
-4-
FOURTH: Immediately after the classification of shares of Undesignated Common Stock as shares of Class DDDDDDDDD, Class EEEEEEEEE, Class FFFFFFFFF, Class GGGGGGGGG, Class HHHHHHHHH, Class IIIIIIIII, Class JJJJJJJJJ, Class KKKKKKKKK, Class LLLLLLLLL, Class MMMMMMMMM, Class NNNNNNNNN, Class OOOOOOOOO, Class PPPPPPPPP, Class QQQQQQQQQ, Class RRRRRRRRR, Class SSSSSSSSS, and Class TTTTTTTTT Common Stock:
(a) the Corporation has the authority to issue 100,000,000,000 shares of its Common Stock, par value $.001 per share, and the aggregate par value of all the shares of all classes is $100,000,000; and
(b) the number of authorized shares of each class of Common Stock is as follows, and the Corporation hereby confirms the classification and designation of the shares in the following classes and numbers:
| Class A | - | 100,000,000 | |
| Class B | - | 100,000,000 | |
| Class C | - | 100,000,000 | |
| Class D | - | 100,000,000 | |
| Class E | - | 500,000,000 | |
| Class F | - | 500,000,000 | |
| Class G | - | 500,000,000 | |
| Class H | - | 500,000,000 | |
| Class I | - | 1,500,000,000 | |
| Class J | - | 500,000,000 | |
| Class K | - | 500,000,000 | |
| Class L | - | 1,500,000,000 | |
| Class M | - | 500,000,000 | |
| Class N | - | 500,000,000 | |
| Class O | - | 500,000,000 | |
| Class P | - | 100,000,000 | |
| Class Q | - | 100,000,000 | |
| Class R | - | 500,000,000 | |
| Class S | - | 500,000,000 | |
| Class T | - | 500,000,000 | |
| Class U | - | 500,000,000 | |
| Class V | - | 500,000,000 | |
| Class W | - | 100,000,000 | |
| Class X | - | 50,000,000 | |
| Class Y | - | 50,000,000 | |
| Class Z | - | 50,000,000 | |
| Class AA | - | 50,000,000 | |
| Class BB | - | 50,000,000 | |
| Class CC | - | 50,000,000 | |
| Class DD | - | 100,000,000 | |
| Class EE | - | 100,000,000 | |
| Class FF | - | 50,000,000 |
-5-
| Class GG | - | 50,000,000 | |
| Class HH | - | 50,000,000 | |
| Class II | - | 100,000,000 | |
| Class JJ | - | 100,000,000 | |
| Class KK | - | 100,000,000 | |
| Class LL | - | 100,000,000 | |
| Class MM | - | 100,000,000 | |
| Class NN | - | 100,000,000 | |
| Class OO | - | 100,000,000 | |
| Class PP | - | 100,000,000 | |
| Class QQ | - | 100,000,000 | |
| Class RR | - | 100,000,000 | |
| Class SS | - | 100,000,000 | |
| Class TT | - | 100,000,000 | |
| Class UU | - | 100,000,000 | |
| Class VV | - | 100,000,000 | |
| Class WW | - | 100,000,000 | |
| Class YY | - | 100,000,000 | |
| Class ZZ | - | 100,000,000 | |
| Class AAA | - | 100,000,000 | |
| Class BBB | - | 100,000,000 | |
| Class CCC | - | 100,000,000 | |
| Class DDD | - | 100,000,000 | |
| Class EEE | - | 100,000,000 | |
| Class FFF | - | 100,000,000 | |
| Class GGG | - | 100,000,000 | |
| Class HHH | - | 100,000,000 | |
| Class III | - | 100,000,000 | |
| Class JJJ | - | 100,000,000 | |
| Class KKK | - | 100,000,000 | |
| Class LLL | - | 100,000,000 | |
| Class MMM | - | 100,000,000 | |
| Class NNN | - | 100,000,000 | |
| Class OOO | - | 100,000,000 | |
| Class PPP | - | 100,000,000 | |
| Class QQQ | - | 2,500,000,000 | |
| Class RRR | - | 2,500,000,000 | |
| Class SSS | - | 100,000,000 | |
| Class TTT | - | 50,000,000 | |
| Class UUU | - | 50,000,000 | |
| Class VVV | - | 50,000,000 | |
| Class WWW | - | 50,000,000 | |
| Class XXX | - | 100,000,000 | |
| Class YYY | - | 100,000,000 | |
| Class ZZZ | - | 100,000,000 | |
| Class AAAA | - | 50,000,000,000 |
-6-
| Class BBBB | - | 700,000,000 | |
| Class CCCC | - | 700,000,000 | |
| Class DDDD | - | 700,000,000 | |
| Class EEEE | - | 100,000,000 | |
| Class FFFF | - | 100,000,000 | |
| Class GGGG | - | 100,000,000 | |
| Class HHHH | - | 100,000,000 | |
| Class IIII | - | 100,000,000 | |
| Class JJJJ | - | 100,000,000 | |
| Class KKKK | - | 100,000,000 | |
| Class LLLL | - | 100,000,000 | |
| Class MMMM | - | 100,000,000 | |
| Class NNNN | - | 100,000,000 | |
| Class OOOO | - | 100,000,000 | |
| Class PPPP | - | 100,000,000 | |
| Class QQQQ | - | 100,000,000 | |
| Class RRRR | - | 100,000,000 | |
| Class SSSS | - | 100,000,000 | |
| Class TTTT | - | 100,000,000 | |
| Class UUUU | - | 100,000,000 | |
| Class VVVV | - | 100,000,000 | |
| Class WWWW | - | 100,000,000 | |
| Class XXXX | - | 100,000,000 | |
| Class YYYY | - | 100,000,000 | |
| Class ZZZZ | - | 100,000,000 | |
| Class AAAAA | - | 100,000,000 | |
| Class BBBBB | - | 750,000,000 | |
| Class CCCCC | - | 100,000,000 | |
| Class DDDDD | - | 100,000,000 | |
| Class EEEEE | - | 100,000,000 | |
| Class FFFFF | - | 100,000,000 | |
| Class GGGGG | - | 100,000,000 | |
| Class HHHHH | - | 100,000,000 | |
| Class IIIII | - | 100,000,000 | |
| Class JJJJJ | - | 100,000,000 | |
| Class KKKKK | - | 300,000,000 | |
| Class LLLLL | - | 100,000,000 | |
| Class MMMMM | - | 100,000,000 | |
| Class NNNNN | - | 100,000,000 | |
| Class OOOOO | - | 100,000,000 | |
| Class PPPPP | - | 100,000,000 | |
| Class QQQQQ | - | 100,000,000 | |
| Class RRRRR | - | 100,000,000 | |
| Class SSSSS | - | 100,000,000 | |
| Class TTTTT | - | 500,000,000 | |
| Class UUUUU | - | 100,000,000 | |
| Class VVVVV | - | 100,000,000 |
-7-
| Class WWWWW | - | 100,000,000 | |
| Class XXXXX | - | 100,000,000 | |
| Class YYYYY | - | 100,000,000 | |
| Class ZZZZZ | - | 100,000,000 | |
| Class AAAAAA | - | 100,000,000 | |
| Class BBBBBB | - | 100,000,000 | |
| Class CCCCCC | - | 100,000,000 | |
| Class DDDDDD | - | 100,000,000 | |
| Class EEEEEE | - | 100,000,000 | |
| Class FFFFFF | - | 100,000,000 | |
| Class GGGGGG | - | 100,000,000 | |
| Class HHHHHH | - | 100,000,000 | |
| Class IIIIII | - | 100,000,000 | |
| Class JJJJJJ | - | 100,000,000 | |
| Class KKKKKK | - | 100,000,000 | |
| Class LLLLLL | - | 100,000,000 | |
| Class MMMMMM | - | 100,000,000 | |
| Class NNNNNN | - | 100,000,000 | |
| Class OOOOOO | - | 100,000,000 | |
| Class PPPPPP | - | 300,000,000 | |
| Class QQQQQQ | - | 100,000,000 | |
| Class RRRRRR | - | 100,000,000 | |
| Class SSSSSS | - | 100,000,000 | |
| Class TTTTTT | - | 100,000,000 | |
| Class UUUUUU | - | 100,000,000 | |
| Class VVVVVV | - | 100,000,000 | |
| Class WWWWWW | - | 100,000,000 | |
| Class XXXXXX | - | 100,000,000 | |
| Class YYYYYY | - | 100,000,000 | |
| Class ZZZZZZ | - | 100,000,000 | |
| Class AAAAAAA | - | 100,000,000 | |
| Class BBBBBBB | - | 100,000,000 | |
| Class CCCCCCC | - | 100,000,000 | |
| Class DDDDDDD | - | 100,000,000 | |
| Class EEEEEEE | - | 100,000,000 | |
| Class FFFFFFF | - | 100,000,000 | |
| Class GGGGGGG | - | 100,000,000 | |
| Class HHHHHHH | - | 100,000,000 | |
| Class IIIIIII | - | 100,000,000 | |
| Class JJJJJJJ | - | 100,000,000 | |
| Class KKKKKKK | - | 100,000,000 | |
| Class LLLLLLL | - | 100,000,000 | |
| Class MMMMMMM | - | 100,000,000 | |
| Class NNNNNNN | - | 100,000,000 | |
| Class OOOOOOO | - | 100,000,000 | |
| Class PPPPPPP | - | 100,000,000 |
-8-
| Class QQQQQQQ | - | 100,000,000 | |
| Class RRRRRRR | - | 100,000,000 | |
| Class SSSSSSS | - | 100,000,000 | |
| Class TTTTTTT | - | 100,000,000 | |
| Class UUUUUUU | - | 100,000,000 | |
| Class VVVVVVV | - | 100,000,000 | |
| Class WWWWWWW | - | 100,000,000 | |
| Class XXXXXXX | - | 100,000,000 | |
| Class YYYYYYY | - | 100,000,000 | |
| Class ZZZZZZZ | - | 100,000,000 | |
| Class AAAAAAAA | - | 100,000,000 | |
| Class BBBBBBBB | - | 100,000,000 | |
| Class CCCCCCCC | - | 100,000,000 | |
| Class DDDDDDDD | - | 100,000,000 | |
| Class EEEEEEEE | - | 100,000,000 | |
| Class FFFFFFFF | - | 100,000,000 | |
| Class GGGGGGGG | - | 100,000,000 | |
| Class HHHHHHHH | - | 100,000,000 | |
| Class IIIIIIII | - | 100,000,000 | |
| Class JJJJJJJJ | - | 100,000,000 | |
| Class KKKKKKKK | - | 100,000,000 | |
| Class LLLLLLLL | - | 100,000,000 | |
| Class MMMMMMMM | - | 100,000,000 | |
| Class NNNNNNNN | - | 100,000,000 | |
| Class OOOOOOOO | - | 100,000,000 | |
| Class PPPPPPPP | - | 100,000,000 | |
| Class QQQQQQQQ | - | 100,000,000 | |
| Class RRRRRRRR | - | 100,000,000 | |
| Class SSSSSSSS | - | 100,000,000 | |
| Class TTTTTTTT | - | 100,000,000 | |
| Class UUUUUUUU | - | 100,000,000 | |
| Class VVVVVVVV | - | 100,000,000 | |
| Class WWWWWWWW | - | 100,000,000 | |
| Class XXXXXXXX | - | 100,000,000 | |
| Class YYYYYYYY | - | 100,000,000 | |
| Class ZZZZZZZZ | - | 100,000,000 | |
| Class AAAAAAAAA | - | 100,000,000 | |
| Class BBBBBBBBB | - | 100,000,000 | |
| Class CCCCCCCCC | - | 100,000,000 | |
| Class DDDDDDDDD | - | 100,000,000 | |
| Class EEEEEEEEE | - | 100,000,000 | |
| Class FFFFFFFFF | - | 100,000,000 | |
| Class GGGGGGGGG | - | 100,000,000 | |
| Class HHHHHHHHH | - | 100,000,000 | |
| Class IIIIIIIII | - | 100,000,000 | |
| Class JJJJJJJJJ | - | 100,000,000 |
-9-
| Class KKKKKKKKK | - | 100,000,000 | |
| Class LLLLLLLLL | - | 100,000,000 | |
| Class MMMMMMMMM | - | 100,000,000 | |
| Class NNNNNNNNN | - | 100,000,000 | |
| Class OOOOOOOOO | - | 100,000,000 | |
| Class PPPPPPPPP | - | 100,000,000 | |
| Class QQQQQQQQQ | - | 100,000,000 | |
| Class RRRRRRRRR | - | 100,000,000 | |
| Class SSSSSSSSS | - | 100,000,000 | |
| Class TTTTTTTTT | - | 100,000,000 | |
| Class Select | - | 700,000,000 | |
| Class Beta 2 | - | 1,000,000 | |
| Class Beta 3 | - | 1,000,000 | |
| Class Beta 4 | - | 1,000,000 | |
| Class Principal Money | - | 700,000,000 | |
| Class Gamma 2 | - | 1,000,000 | |
| Class Gamma 3 | - | 1,000,000 | |
| Class Gamma 4 | - | 1,000,000 | |
| Class Bear Stearns Money |
- | 2,500,000,000 | |
| Class Bear Stearns Municipal Money |
- | 1,500,000,000 | |
| Class Bear Stearns Government Money |
- | 1,000,000,000 | |
| Class Delta 4 | - | 1,000,000 | |
| Class Epsilon 1 | - | 1,000,000 | |
| Class Epsilon 2 | - | 1,000,000 | |
| Class Epsilon 3 | - | 1,000,000 | |
| Class Epsilon 4 | - | 1,000,000 | |
| Class Zeta 1 | - | 1,000,000 | |
| Class Zeta 2 | - | 1,000,000 | |
| Class Zeta 3 | - | 1,000,000 | |
| Class Zeta 4 | - | 1,000,000 | |
| Class Eta 1 | - | 1,000,000 | |
| Class Eta 2 | - | 1,000,000 | |
| Class Eta 3 | - | 1,000,000 | |
| Class Eta 4 | - | 1,000,000 | |
| Class Theta 1 | - | 1,000,000 | |
| Class Theta 2 | - | 1,000,000 | |
| Class Theta 3 | - | 1,000,000 | |
| Class Theta 4 | - | 1,000,000 |
for a total of 94,823,000,000 shares classified into separate classes of Common Stock.
-10-
FIFTH: The undersigned President of the Corporation acknowledges these Articles Supplementary to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned President acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
[SIGNATURE PAGE FOLLOWS]
-11-
IN WITNESS WHEREOF, The RBB Fund, Inc. has caused these presents to be signed in its name and on its behalf by its President and attested by its Chief Financial Officer and Secretary on the 14th day of February 2025.
| ATTEST: | THE RBB FUND, INC. | ||
| /s/ James G. Shaw | By: | /s/ Steven Plump | |
| James G. Shaw | Steven Plump | ||
| Chief Financial Officer and Secretary | President | ||
-12-
SECOND AMENDMENT TO
DISTRIBUTION AGREEMENT
This second amendment (the “Amendment”) to the distribution agreement (the “DA”) dated as of January 4, 2022, by and between The RBB Fund, Inc. and Quasar Distributors, LLC (together, the “Parties”) is effective as of April 18, 2024.
WHEREAS, the Parties desire to amend Exhibit A to the DA.
WHEREAS, pursuant to Section 18 of the DA, no provisions may be amended or modified in any manner except by a written agreement signed by both Parties.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties hereby agree as follows:
| 1. | Exhibit A to the DA is hereby deleted and replaced in its entirety by Exhibit A attached hereto. |
| 2. | Except as expressly amended hereby, all of the provisions of the DA shall remain unamended and in full force and effect to the same extent as if fully set forth herein. |
| 3. | This Amendment shall be governed by, and the provisions of this Amendment shall be construed and interpreted under and in accordance with, the laws of the State of Delaware. |
IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed in their names and on their behalf by and through their duly authorized officers.
| QUASAR DISTRIBUTORS, LLC | THE RBB FUND, INC. | ||||
| By: | /s/ Teresa Cowan | By: | /s/ James G. Shaw | ||
| Teresa Cowan, President | James G. Shaw, CFO/COO and Secretary | ||||
| Date: | 1.8.25 | Date: | 4/18/2024 | ||
DISTRIBUTION AGREEMENT
EXHIBIT A
Fund Names
Optima Strategic Credit Fund
F/m Investments Large Cap Focused Fund
Oakhurst Fixed Income Fund
Oakhurst Short Duration Bond Fund
Oakhurst Short Duration High Yield Credit Fund
WPG Partners Select Hedged Fund
Faegre Drinker Biddle & Reath LLP
One Logan Square
Suite 2000
Philadelphia, PA 19103-6996
Telephone: (215) 988-2700
February 14, 2025
The RBB Fund, Inc.
615 East Michigan Street
Milwaukee, WI 53202
| Re: | Shares Registered by Post-Effective Amendment No. 339 to |
Registration Statement on Form N-1A (File No. 033-20827)
Ladies and Gentlemen:
We have acted as counsel to The RBB Fund, Inc. (the “Company”) in connection with the preparation and filing with the Securities and Exchange Commission of Post-Effective Amendment No. 339 (the “Amendment”) to the Company’s Registration Statement on Form N-1A under the Securities Act of 1933, as amended. The Board of Directors of the Company has authorized the issuance and sale by the Company of the following classes and numbers of shares of common stock, $0.001 par value per share (collectively, the “Shares”), with respect to the Company’s F/m Ultrashort Treasury Inflation-Protected Security (TIPS) ETF, F/m Yield Curve Steepening Strategy ETF, F/m Yield Curve Flattening Strategy ETF, F/m Rising Interest Rates Strategy ETF, and F/m Falling Interest Rates Strategy ETF:
| PORTFOLIO | CLASS | AUTHORIZED SHARES |
| F/m Ultrashort Treasury Inflation-Protected Security (TIPS) ETF (RBIL) | DDDDDDDDD | 100,000,000 |
| F/m Yield Curve Steepening Strategy ETF (USTP) | EEEEEEEEE | 100,000,000 |
| F/m Yield Curve Flattening Strategy ETF (UFLT) | FFFFFFFFF | 100,000,000 |
| F/m Rising Interest Rates Strategy ETF (URIZ) | GGGGGGGGG | 100,000,000 |
| F/m Falling Interest Rates Strategy ETF (UFAL) | HHHHHHHHH | 100,000,000 |
The Amendment seeks to register an indefinite number of the Shares.
We have reviewed the Company’s Articles of Incorporation, By-Laws, resolutions of its Board of Directors, and such other legal and factual matters as we have deemed appropriate. This opinion is based exclusively on the Maryland General Corporation Law and the federal law of the United States of America.
Based upon and subject to the foregoing, it is our opinion that the Shares, when issued for payment as described in the Company’s Prospectuses offering the Shares and in accordance with the Company’s Articles of Incorporation for not less than $0.001 per share, will be legally issued, fully paid and non-assessable by the Company.
We consent to the filing of this opinion as an exhibit to the Amendment to the Company’s Registration Statement. We also consent to the use of our name and to the reference to our Firm under the caption “Counsel” and/or “Legal Counsel” in the Prospectus and Statement of Additional Information that are included in the Amendment. In giving such consent, however, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.
| Very truly yours, | |
| /s/ Faegre Drinker Biddle & Reath LLP | |
| Faegre Drinker Biddle & Reath LLP |
Driehaus Capital Management LLC
Driehaus Mutual Funds
Driehaus Capital Management (USVI) LLC
CODE OF ETHICS AND BUSINESS CONDUCT
Statement of General Policy and Business Principles
This Code of Ethics and Business Conduct (“Code”) has been adopted under Rule 17j-1 of the Investment Company Act of 1940 (“Rule 17j-1”) and Rule 204A-1 of the Investment Advisers Act of 1940 (“Rule 204A-1”). Rule 17j-1 is applicable because Driehaus Capital Management LLC (the “Adviser”) is the investment adviser to the Driehaus Mutual Funds (each a “Fund” and collectively the “Funds”), a registered investment company. The Code also applies to any registered investment company for which the Adviser may serve as an investment adviser or sub-adviser. The Code covers all Employees of the Adviser and Driehaus Capital Management (USVI) LLC (collectively the “Firm,” “we” or “us”); the Funds’ Disinterested Trustees and Advisory Board Members; and others as may be designated from time to time by the Firm (each such individual an “Access Person” and collectively “Access Persons”).1 Our Employees are also subject to the Firm’s policies and procedures, including the compliance manuals and employee handbooks that are readily accessible on our Firm’s intranet, which may impose additional restrictions on their conduct, including personal securities transactions.
The Code is specifically and reasonably designed for how we conduct our activities and addresses the particular types of conflicts of interest that we may encounter. A long- standing core business principle of our Firm is our commitment to maintaining the highest legal and ethical standards in the conduct of our business consistent with our fiduciary duty to place the interest of our Clients first at all times. We have built our reputation for excellence on Client trust and confidence in our professional abilities and integrity. The Code seeks to prevent Employee misuse of material non-public information regarding current and prospective investments we make for our Clients, investment research we perform for our Clients and actual and proposed trading on behalf of our Clients. Together with this Code, we have adopted and implemented various internal policies and procedures to detect and prevent the misuse of material non-public information. Compliance with this Code as well as additional policies and procedures is monitored and enforced by our legal and compliance professionals, who are supported by our strong “culture of compliance.” Failure to comply with this Code of Ethics may result in disciplinary action, including termination of employment.
Integral to our investment management process is “real time” internal sharing of information by the Adviser’s portfolio managers and research analysts (“Investment Personnel”). Investment Personnel are required to systematically enter research information about long-only equity securities held by or under consideration for purchase or sale for a Client, in our Internal Research Notes database (“IRN”) before placing any orders in our Order Management System (“OMS”) for execution. The data in the IRN is accessible to, among others, Employees and Investment Personnel responsible for the Firm’s investment and trading activities on behalf of our Clients. Investment Personnel are not required to use the IRN for other types of securities, such as bonds, options and swaps, as they cannot be entered into this system. However, information sharing occurs on a regular and continuous basis among the portfolio management teams. The Adviser believes that no strategy is disadvantaged despite this limitation because of the marked differences between the portfolio holdings of the equity-only strategies and those that utilize other types of securities, such as bonds, options and swaps. Transactions are monitored by the Legal and Compliance Department for potential conflicts of interest with our Clients and the results of such monitoring are reported to the Ethics Committee.
| 1 | Capitalized terms used in the Code are defined when first used or in Section 1 of the Code. |
We believe that these information sharing and trading procedures, along with comprehensive Employee education and training, personal securities transaction reporting, compliance monitoring and the imposition of sanctions, where appropriate, work collectively to ensure that, as fiduciaries, we and all Access Persons do not place our interests above our Clients’ interests and comply with the applicable Federal securities laws, rules and regulations.
Any questions regarding the Code’s operation should be directed to the Firm’s Chief Compliance Officer (“CCO”). Throughout the Code, there are also specific references to the assistance that the CCO can provide to Access Persons. The CCO shall act in accordance with the Firm’s policies and procedures, the Code, guidance from the Ethics Committee and in consultation with counsel.
| 1. | DEFINITIONS OF TERMS USED |
| (a) | “Access Person” means (i) any Fund trustee, Fund officer, Advisory Board Member or Employee of the Fund or the Firm; and (ii) any natural person who is employed by an entity which controls, is controlled by or is under common control with the Fund or the Firm who obtains or has access to information concerning the Firm’s purchase or sale of Covered Securities, those Covered Securities under consideration by the Firm for purchase or sale, or current holdings of a Client. |
| (b) | “Acknowledgment” means the initial and annual written certification by each Access Person of receipt and compliance with the Code. |
| (c) | “Adviser” means Driehaus Capital Management LLC. |
| (d) | “Advisory Board Member” means any individual serving as a member of an Advisory Board appointed by the Board of Trustees of the Fund. |
| (e) | “Automatic Investment Plan” means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An Automatic Investment Plan includes a dividend reinvestment plan. |
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| (f) | “Beneficial Interest” shall be interpreted in the same manner as it would be in determining whether a person is subject to the provisions of Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”) and rules thereunder, which includes any interest in which a person, directly or indirectly, has or shares a direct or indirect pecuniary interest. A pecuniary interest is the opportunity, directly or indirectly, to profit or share in any profit derived from any transaction. Each Access Person will be assumed to have a pecuniary interest, and therefore, beneficial interest or ownership, in all securities held by the Access Person, the Access Person’s spouse or domestic partner, all minor children, all dependent adult children and adults sharing the same household with the Access Person (other than mere roommates) and in all accounts subject to their direct or indirect influence or control and/or through which they obtain the substantial equivalent of ownership, such as trusts in which they are a trustee or beneficiary, partnerships in which they are the general partner, except where the amount invested by the general partner is limited to an amount reasonably necessary in order to maintain the status as a general partner, corporations in which they are a controlling shareholder, except any investment company, mutual fund trust or similar entity registered under applicable U.S. or foreign law, or any other similar arrangement. Any questions an Access Person may have about whether an interest in a security or an account constitutes beneficial interest or ownership should be directed to the Firm’s CCO. |
| (g) | “Client” means an advisory client of the Adviser, including the Fund and any Sub-Advised Funds. |
| (h) | “Covered Security” shall have the meaning set forth in Section 2(a)(36) of the Investment Company Act of 1940 (the “Company Act”) and Section 202(a)(18) of the Investment Advisers Act of 1940 (the “Advisers Act”), including stocks, warrants, units and other stock rights, options, equity-based futures contracts, initial coin offerings and all crypotcurrencies/cryptoassets other than Bitcoin and Ether, corporate bonds, convertible bonds, corporate preferred stock and other corporate debt instruments, and includes any right to acquire such security, such as puts, calls, other options or rights in such securities, and securities-based futures contracts, except that it shall not include shares issued by registered open-end investment companies, direct obligations of the U.S. Government, bankers’ acceptances, bank certificates of deposit or commercial paper and high quality short-term debt instruments, including repurchase agreements, Bitcoin and Ether. |
| (i) | “Disinterested Trustee” means any trustee of a Fund who is not an interested person of the Firm, is not an officer of the Fund and is not otherwise an “interested person” of the Fund as defined in the Company Act. |
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| (j) | “Driehaus Mutual Funds” means any investment company for which Driehaus Capital Management acts and investment adviser. |
| (k) | “Employee” means any person employed by the Firm, whether on a full or part-time basis, all officers, shareholders and directors of the Firm and any natural person who is employed by an entity which controls, is controlled by or is under common control with the Fund or the Firm who obtains or has access to information concerning the Firm’s purchase or sale of Covered Securities, those Covered Securities under consideration by the Firm for purchase or sale, or current holdings of a Client. |
| (l) | The “Ethics Committee” shall consist of at least three but no more than five members who shall be Employees. One of the members shall be the Adviser’s General Counsel. The Ethics Committee shall be comprised of Employees with sufficient experience and knowledge of the legal obligations and regulatory responsibilities of the Fund and the Firm. The Ethics Committee shall promptly advise the Fund’s Board of Trustees of any appointment or resignation by a member of the Ethics Committee. The Ethics Committee as a whole and each member shall act in accordance with Section 11 below. |
| (m) | “Federal Securities Laws” has the same meaning as that term is defined in Rule 204A-1(e)(4) under the Advisers Act, and includes the Securities Act of 1933 (“Securities Act”), the Exchange Act, the Company Act, the Advisers Act, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the U.S. Securities and Exchange Commission (the “SEC”) under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted thereunder by the SEC or the U.S. Department of the Treasury. |
| (n) | “Fund” means Driehaus Mutual Funds. |
| (o) | “IRN” is the Adviser’s Internal Research Notes database, a proprietary software application that Employees of the Adviser’s Investment Management and Research Department are required to use to enter, update, make available and maintain research information about long-only equity securities held by or under consideration for purchase or sale for a Client. The IRN data is available to Employees, including those with responsibility for investment management and research, trading, and legal and regulatory compliance. |
| (p) | “Limited Offering” includes private placements and means an offering that is exempt from registration under Section 4(2) or Section 4(6) under the Securities Act or pursuant to Rule 504, Rule 505, or Rule 506 under the Securities Act. |
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| (q) | “Managed Account” means an account where full discretion for all investment decisions has been given to a financial advisor not affiliated with the Adviser, the Access Person does not have direct or indirect influence or control over investment decisions made for the account, including the ability to suggest purchases or sales, or consult as to the particular allocation of investments to be made in the account. |
| (r) | “Initial Public Offering” means an offering of securities registered under the Securities Act, the issuer of which, immediately before the registration, was not required to file reports under Sections 13 or 15(d) of the Exchange Act. |
| (s) | “Permitted Investments” includes open-end and closed-end funds, ETFs, ETNs and ETCs, municipal bonds, foreign currency, U.S. Government and government agency securities, as well as index, commodity and currency based futures contracts, bankers’ acceptances, bank certificates of deposit or commercial paper and high quality short-term debt instruments including repurchase agreements, Bitcoin and Ether and non-fungible tokens representing digital non-fractionalized ownership of an existing asset such as real estate, entertainment or art. |
| (t) | “Personal Benefit” includes any intended benefit for oneself or any other individual, company, group or organization of any kind whatsoever except a benefit for a Client or any entity that adopts this Code. |
| (u) | “ACA ComplianceAlpha” (“ComplianceAlpha”) is the Firm’s vended web- based compliance and personal trading system, which is primarily used for tracking Employees’ holdings, securities transactions, gifts and political contributions. |
| (v) | “Sub-Advised Fund” means a Client fund sub-advised by the Adviser that is an investment company registered under the Company Act. |
| 2. | STANDARDS OF BUSINESS CONDUCT AND COMPLIANCE WITH LAWS |
Access Persons are required at all times to comply with the Federal Securities Laws as applicable in conducting the business of the Firm or the Fund. Accordingly, a violation of the Federal Securities Laws will be a violation of this Code and may subject an Access Person to sanctions or other appropriate remedial action under the Code.
In addition, as a SEC registered investment adviser subject to the Advisers Act, the Adviser has fiduciary obligations to its Clients. Further, the Code requires that the conduct of Access Persons comply with the fundamental principles of integrity, honesty and trust.
5
The Code is designed to ensure that Access Persons understand and comply with their fiduciary obligations and to protect Clients by deterring misconduct. The Code also educates Access Persons about the expectations of the Firm and the Fund regarding their behavior and the Federal Securities Laws that govern their conduct, as applicable.
The Code and related policies and procedures contain provisions reasonably necessary to prevent Access Persons from engaging in acts in violation of the Code. Access Persons are required to report any violations of the Code to the CCO. The CCO is primarily responsible for monitoring compliance with the Code and reporting material violations of the Code to the Ethics Committee to ensure the Code’s enforcement.
| 3. | TRANSACTIONS WITH A FUND |
No Access Person shall sell to, or purchase from, a Fund any security or other property (except merchandise in the ordinary course of business), in which such Access Person has or would acquire a Beneficial Interest, unless such purchase or sale involves shares of that Fund.
| 4. | DISCLOSURE OF INFORMATION |
No Access Person shall discuss with or otherwise inform others of any security held or to be acquired by a Client except in the performance of employment duties or in an official capacity and then only for the benefit of the Client, and in no event for Personal Benefit or for the benefit of others.
No Access Person shall release information to dealers or brokers or others (except to those concerned with the execution and settlement of a transaction) as to any changes in a Client’s investments, proposed or in process, except (i) upon the completion of such changes, or (ii) when the disclosure results from the publication of a prospectus or pursuant to the Funds’ or any Sub-Advised Funds’ Selective Disclosure of Fund Holdings Policy or (iii) in conjunction with a regular report to shareholders or to any governmental authority resulting in such information becoming public knowledge, or (iv) in connection with any report to which shareholders are entitled by reason of provisions of the declaration of trust, by-laws, rules and regulations, contracts or similar documents governing the operations of the Client.
| 5. | PREFERENTIAL TREATMENT, GIFTS AND BUSINESS ENTERTAINMENT |
As fiduciaries to the Firm’s Clients, Employees must always place the Firm’s Clients’ interests first and Employees are prohibited from allowing gifts or entertainment opportunities to influence the actions they take on behalf of the Firm’s Clients. Employees are prohibited from soliciting, seeking, or accepting favors, preferential treatment, gifts, entertainment opportunities, charitable or political contributions for themselves, on behalf of Clients, prospects, or others, or from receiving any other Personal Benefit arising from their association with the Firm or a Client.
6
Gifts and Business Entertainment from Broker-Dealers. Employees are prohibited from accepting from any source, including broker-dealers, any compensation, including gifts or entertainment, for the purchase or sale of any property, including securities and other portfolio holdings, to or for a Client. This includes compensation, including gifts or entertainment, from companies in which Clients may invest.
| ● | This includes, but is not limited to, receipt of all gifts from broker-dealers (not including branded promotional items of de minimis value, i.e., less than $25), attendance at dinners hosted by broker-dealers that do not serve a valid and direct business purpose or benefit to a Client, and all concerts, sporting events, cocktail parties, golf outings and other similar events or performances hosted by broker-dealers. |
| ● | This prohibition does not include on- or off-site meetings and conferences that serve a valid and direct business purpose or benefit to a Client (e.g., road shows, meetings with investment strategists, economists, company management, etc.) that may also include incidental meals hosted by a broker-dealer as such incidental meals are not provided by the broker-dealer as compensation for the purchase or sale of any property to or for a Client. |
Gifts from all other non-broker-dealer vendors. Employees may only accept gifts of nominal value (i.e., less than $100) from current or prospective vendors that are not engaged in the business of purchasing or selling property to or for Clients, (i.e., vendors that are not broker-dealers). Employees may only accept such gifts when the value involved clearly will not place the Employee under any real or perceived obligation to the gift-giver or raise any question of impropriety.
| ● | Under no circumstances may an Employee accept a gift of cash, including a cash equivalent such as a gift certificate or a security, regardless of the amount. |
| ● | If an Employee receives a gift that violates the Code, they must return the gift or consult with the CCO to determine appropriate action under the circumstances, which can include donating such gift to charity. |
Business entertainment from all other non-broker-dealer vendors. In addition to the receipt of gifts, attendance at dinners, cocktail parties, golf outings, sporting events, theater and other similar events or performances also may create or appear to create a conflict of interest between the Firm and its Clients. Attendance at such events where the person offered the invitation and the person extending the invitation are both in attendance and discuss business benefitting a Client (e.g., the purpose of the outing is relationship building or is otherwise business-related) is considered “business entertainment.”
7
| ● | No Employee shall seek or accept any business entertainment from any person or entity that does business with the Firm or a Client or that is seeking to do business with the Firm or a Client other than usual and customary business entertainment that is not excessive in value. |
| ● | If an Employee is unsure as to whether something might be considered excessive in value, he or she must check with the CCO or another member of the Firm’s Legal and Compliance Department prior to accepting the usual and customary business entertainment. |
Reporting. Employees are required to promptly report all gifts and business entertainment to the CCO no later than thirty days after the calendar quarter during which the business entertainment took place. Such reporting should be made through ComplianceAlpha. The CCO shall report any exceptions to the gifts and business entertainment policy to the Ethics Committee for appropriate action consistent with enforcement of the Code.
| 6. | CONFLICTS OF INTEREST |
The Adviser, as a fiduciary, has an affirmative duty of care, loyalty, honesty and good faith to act in the best interests of its Clients. This duty includes fully disclosing all material facts concerning any conflicts that arise with respect to any Client. If any Access Person is aware of a personal interest that is, or might be, in conflict with the interest of a Client, that Access Person should disclose the situation or transaction and the nature of the conflict to the CCO for appropriate consideration by the Ethics Committee. The Ethics Committee may consult with counsel with respect to any appropriate action that should be taken. Employees should refer to the Adviser’s Conflicts of Interest Policy.
| 7. | SERVICE AS A DIRECTOR |
Employees are prohibited from serving on the boards of directors of unaffiliated for-profit or not-for-profit corporations, business trusts or similar business entities, whether or not their securities are publicly traded, absent prior written approval by the Ethics Committee, based upon a determination that the board service would not be inconsistent with the interests of the Firm and its Clients. Copies of all written approvals obtained under this paragraph must be provided to and maintained by the CCO.
| 8. | MATERIAL NON-PUBLIC INFORMATION |
Securities laws and regulations prohibit the misuse of material non-public information when trading or recommending securities.
8
Material non-public information obtained by any Access Person from any source must be kept strictly confidential. All material non-public information should be kept secure, and access to files and computer files containing such information should be restricted. Access Persons shall not act upon or disclose material non- public information except as may be necessary for legitimate business purposes on behalf of a Client or the Firm as appropriate. Questions and requests for assistance regarding material non-public information should be promptly directed to the CCO.
Material non-public information may include, but is not limited to, knowledge of pending orders or research recommendations, corporate finance activity, mergers or acquisitions, and other material non-public information that could reasonably be expected to affect the price of a security.
Client account information and Fund shareholder account information are also confidential and must not be discussed with any individual whose responsibilities do not require knowledge of such information.
| 9. | RESTRICTIONS ON PERSONAL SECURITY TRANSACTIONS |
No Access Person shall knowingly take unlawful advantage of his or her position with the Firm or with its Clients, for Personal Benefit, or take action inconsistent with such Access Person’s obligations to the Firm, or any Client. All personal securities transactions must be consistent with this Code and must be conducted in a manner designed to avoid any actual or potential conflict of interest or any abuse of any Access Person’s position of trust and responsibility. Any transaction effected with the purpose of profiting as a result of one or more transactions effected or anticipated for a Client (“scalping” or “frontrunning”) is prohibited.
| (a) | All Employees: |
Employees are prohibited in transacting in Covered Securities absent an exception. Employees are not required to close out existing individual equity securities positions held at the commencement of their employment. However, any Employee wishing to sell a Covered Security, other than Permitted Investments, owned prior to employment must first request and receive preclearance through the ComplianceAlpha system. Transactions receiving approval must be executed the same day preclearance is granted. No Employee shall sell a Covered Security within seven calendar days before or after a Client trade in that Covered Security. The fifteen day blackout restriction shall not apply to the following unless the Ethics Committee determines that the conduct is inconsistent with the Code or the Federal Securities Laws.
1. “Permitted Investments” Transactions may be effected in U.S. Government and government agency securities, municipal bonds, foreign currency, index, commodity and currency based futures contracts, bankers’ acceptances, bank certificates of deposit, commercial paper, high quality short-term debt instruments including repurchase agreements and shares of U.S. registered open-end investment companies, closed-end funds, ETFs, ETNs and ETCs, Bitcoin and Ether and non-fungible tokens representing digital non-fractionalized ownership of an existing asset such as real estate, entertainment or art.
9
2. “Investment Companies” Transactions may be effected in U.S. registered closed-end investment companies and foreign registered open-end and closed-end investment companies.
3. “Managed Accounts” Transactions may be effected in a Managed Account as long as the account is managed on a discretionary basis and/or that you (or, if applicable, your spouse or domestic partner) do not exercise investment discretion or otherwise have direct or indirect influence or control over investment decisions. Managed Accounts must receive pre-approval from and be reported to the Legal and Compliance Department along with written confirmation from the manager, investment adviser or trustee managing the account, who may not be affiliated with the Firm or the Fund, that it is managed on a discretionary basis.
| (b) | Limited Offerings and Initial Public Offerings: No Employee shall directly or indirectly acquire a Beneficial Interest in Limited Offering securities or securities in an Initial Public Offering without the prior consent of the Ethics Committee. Consideration will be given to whether the opportunity should be reserved for a Client. The Ethics Committee will review these proposed investments on a case-by-case basis except for those circumstances in which advance general approval may be appropriate because it is clear that conflicts are very unlikely to arise due to the nature of the opportunity for investing in the Initial Public Offering or Limited Offering. |
| (c) | Related Instruments: When anything in this section 9 prohibits the purchase or sale of a security, it also prohibits the purchase or sale of any related securities, such as puts, calls, other options or rights in such securities and securities-based futures contracts and any securities convertible into or exchangeable for such security. |
| (d) | Spousal and Domestic Partner Accounts: An Employee’s spouse or domestic partner is not prohibited from buying or selling Covered Securities for his or her own account. However, the Employee may not participate in the investment decisions of his/her spouse or domestic partner, either directly or indirectly. The Employee’s spouse or domestic partner must provide the Adviser with trade confirmations and quarterly account statements. |
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| (e) | Disinterested Trustees and Advisory Board Members: No Disinterested Trustee or Advisory Board Member of a Fund shall purchase or sell, directly or indirectly, any Covered Security in which he or she has, or by reason of such transaction acquires, any direct or indirect beneficial ownership or interest when the Disinterested Trustee or Advisory Board Member knows that securities of the same class are being purchased or sold or are being considered for purchase or sale by the Fund, until such time as the Fund’s transactions have been completed or consideration of such transaction is abandoned. |
| (f) | Sanction Guidelines: Unless an exception exists, if an Access Person trades in violation of this section 9, the Ethics Committee will determine the appropriate sanction consistent with the Sanction Guidelines of the Code, which may include disgorgement of profits to a charity selected by the Ethics Committee. A copy of the Sanction Guidelines will be provided to the Fund’s Board of Trustees annually. |
| 10. | PRECLEARANCE AND REPORTING PROCEDURES |
| (a) | Preclearance Requirement. All Employees must receive prior approval for all purchases and sales of shares of Driehaus Mutual Funds and Sub-Advised Funds, initial purchases of all Limited Offerings other than Firm-affiliated limited partnerships, and the sale of all Covered Securities held prior to employment with the Firm that are not Permitted Investments. All preclearance approvals shall be valid for the same day preclearance is granted. |
| (b) | Reports - All Access Persons: |
| (1) | Brokerage confirmations and statements: Each Access Person must provide to the Firm’s CCO identifying information for all securities or commodities brokerage accounts in which that Access Person has a Beneficial Interest (including Spousal and Domestic Partner accounts) including in any Managed Accounts. This includes accounts that hold shares of the Fund or a Sub-Advised Fund, other than holding of such funds in the Driehaus 401(k) and Profit Sharing Plan. Before opening any brokerage account, including a Managed Account, each Access Person shall enter the account information into the ComplianceAlpha system or otherwise provide the information required to the CCO of the Firm. The CCO will arrange to receive trade confirmations and monthly/quarterly account statements from the Access Person’s broker-dealer, bank and/or financial institution directly through ComplianceAlpha. If a direct feed is not available in ComplianceAlpha, Access Persons are required to upload paper statements into the ComplianceAlpha system. |
11
To the extent that a security transaction in which an Access Person has any Beneficial Interest or ownership is not reported on brokerage confirmations and statements either in hard copy or through ComplianceAlpha such transaction must be reported to the Firm’s CCO as part of the quarterly transactions report set forth in section 10(b)(2).
| (2) | Initial and Annual Holdings Reports and Quarterly Transactions Reports: Each Access Person must provide a holdings report for Covered Securities and shares of the Fund and Sub-Advised Funds within 10 days after becoming an Access Person (an “Initial Holdings Report”) and annually thereafter (an “Annual Holdings Report”). The Annual Holdings Report must be current within 45 days of the date of the report, and should be made through ComplianceAlpha. Any supplemental supporting documentation should be submitted to the CCO in hard copy, if necessary. This requirement includes Spousal and Domestic Partner Accounts, Managed Accounts and any account in which an Access Person has a Beneficial Interest, other than the Driehaus 401(k) and Profit Sharing Plan. |
Each Access Person must also provide a quarterly transaction report within 30 days after the close of a quarter for each transaction during the quarter in a Covered Security and shares of the Fund and Sub- Advised Funds other than transactions in the Driehaus 401(k) and Profit Sharing Plan, in which the Access Person had any Beneficial Interest, including Spousal and Domestic Partner Accounts and Managed Accounts, and provide information for any account established by the Access Person, Spouse or Domestic Partner during the quarter that holds Covered Securities or shares of the Fund or Sub-Advised Funds other than accounts established in the Driehaus 401(k) and Profit Sharing Plan. The quarterly transaction reports and new account disclosure should be made through ComplianceAlpha. Any supplemental supporting documentation should be submitted to the CCO in hard copy, if necessary.
Each report must state the title, number of shares and principal amount of each Covered Security in which the Access Person had any Beneficial Interest, the broker/dealer, bank and/or financial institution maintaining the account for the Access Person in which any securities were held for the benefit of the Access Person, and the date that the report is submitted by the Access Person. In addition, the quarterly transaction report must state the date of the transaction, the interest rate and maturity date of the Covered Security (if applicable), the nature of the transaction (i.e., purchase, sale or other), the purchase or sale price, and the date the account was established if established in the current reporting quarter.
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| (c) | Exceptions to Reporting: |
| (1) | Access Persons need not file a quarterly transaction report if the information would duplicate information that the CCO received in a broker’s confirmation or account statement or that is contained in the records of the Firm, including within ComplianceAlpha. |
| (2) | An Access Person need not make a quarterly transaction report hereunder with respect to transactions effected pursuant to an Automatic Investment Plan. |
| (3) | Access Persons are not required to provide initial or annual holdings reports, or quarterly brokerage confirmations and statements on non-fungible tokens representing digital non-fractionalized ownership of an existing asset such as real estate, entertainment or art. |
Access Persons are not required to provide initial or annual holdings reports or quarterly confirmations and statements for the Driehaus Companies 401(k) and Profit Sharing Plan, or for Driehaus Mutual Funds held directly at Northern Trust, the Fund’s Transfer Agent.
Disinterested Trustee or Advisory Board Member who would be required to make a report referenced in Section 10(b) solely by virtue of being a Trustee or Advisory Board Member is not required to make a report unless Section 10(d)(1) applies.
| (4) | An Access Person who is not an Employee of the Firm may provide required reports to the CCO in hard copy in lieu of using ComplianceAlpha. |
| (d) | Reports - Disinterested Trustees and Advisory Board Members: |
| (1) | A Disinterested Trustee or Advisory Board Member must provide a quarterly report to the Ethics Committee of any purchase or sale of any Covered Security in which such person has, or by virtue of such transaction acquires, any Beneficial Interest if at the time of the transaction the Disinterested Trustee or Advisory Board Member knew, or in the ordinary course of fulfilling his or her official duties as a Trustee or Advisory Board Member of a Fund should have known that, on the date of the transaction or within 15 days before or after the transaction, purchase or sale of that class of security was made or considered for the Fund. The form of the report must conform to the provisions of subsection (b)(2) above. |
| (2) | This subsection (d) shall not apply to non-volitional purchases and sales, such as dividend reinvestment programs or “calls” or redemptions. |
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| (e) | Review of Reports: |
The CCO of the Firm or a designee of the CCO will review reports submitted by Access Persons, except no person shall be permitted to review his or her own reports. Any report required to be filed shall not be construed as an admission by the person making such report that he/she has any direct or indirect Beneficial Interest in the security to which the report relates.
| 11. | ETHICS COMMITTEE |
The Ethics Committee will take whatever action it deems necessary and appropriate, consistent with its Sanction Guidelines, with respect to any Access Person of the Firm or the Fund other than as noted below who violates any provision of this Code, and will inform the Fund’s Board of Trustees as to the nature of such violation and the action taken by the Committee. However, any information received by the Ethics Committee relating to questionable practices or transactions by a Disinterested Trustee or an Advisory Board Member of a Fund shall immediately be forwarded to the Audit Committee of the Fund for that committee’s consideration and such action as it, in its sole judgment, shall deem warranted.
At least once a year, each Fund, the Adviser must provide a written report prepared by the Ethics Committee to the Fund’s Board of Trustees that describes any issues arising under the Code or procedures since the last report to the Board of Trustees, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations. The report will also certify to the Board of Trustees that each Fund and the Firm each have adopted procedures reasonably necessary to prevent Access Persons from violating the Code. The Report should also address any significant conflicts of interest that arose involving the Fund and Firm’s personal investment policies, even if the conflicts have not resulted in a violation of the Code.
| 12. | WAIVERS |
The Ethics Committee may, in its discretion, waive compliance with any provision of the Code after considering whether the waiver (i) is necessary or appropriate to alleviate undue hardship, or in view of unforeseen circumstances, (ii) will not be inconsistent with the purposes and policies of the Code; (iii) will not adversely affect the interests of any Client or the interests of the Firm and/or (iv) will not result in a transaction or conduct that would violate provisions of applicable laws or rules. Normally, all waiver applications must be made in advance and in writing. A written record shall be kept of all waivers granted by the Ethics Committee, including a brief summary of the reasons for the waiver.
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| 13. | CODE REVISIONS |
Any material changes to this Code will be approved by the Fund’s Board of Trustees prior to the effective date of such changes.
| 14. | RECORD KEEPING REQUIREMENTS |
The Firm shall maintain records, at its principal place of business, of the following: a copy of each Code in effect during the past five years; a record of any violation of the Code and any action taken as a result of the violation for at least five years after the end of the fiscal year in which the violation occurs; a copy of each report made by Access Persons as required in this Code, including any information provided in place of the reports during the past five years after the end of the fiscal year in which the report is made or the information is provided; a copy of each Fund trustee report made during the past five years; a copy of each Acknowledgment of the Code made by Access Persons during the past five years; a record of all Access Persons required to make reports currently and during the past five years; a record of all who are or were responsible for reviewing these reports during the past five years; and, for at least five years after approval, a record of any decision and the reasons supporting that decision, to approve an Access Person’s purchase of a New Issue or a Limited Offering.
| 15. | CONDITION OF EMPLOYMENT OR SERVICE |
All Access Persons shall conduct themselves at all times in the best interests of Clients. Compliance with the Code is a condition of employment or continued affiliation with a Fund or the Firm. Conduct not in accordance with the Code is grounds for sanctions which may include, but are not limited to, a reprimand, a restriction on activities, disgorgement, termination of employment or removal from office. All Access Persons shall certify initially upon employment and annually thereafter to the Ethics Committee that they have read and agree to comply in all respects with this Code and that they have disclosed or reported all personal securities transactions, holdings and accounts required to be disclosed or reported by this Code.
Effective: October 1, 2024
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APPENDIX B
MOTLEY FOOL ASSET MANAGEMENT, LLC
MOTLEY FOOL WEALTH MANAGEMENT, LLC
JOINT CODE OF ETHICS
| Section I | Statement of General Fiduciary Principles |
| (A) | Introduction |
This Joint Code of Ethics (the "Code") has been adopted by Motley Fool Asset Management, LLC, ("MFAM") and Motley Fool Wealth Management, LLC (“MFWM”) (each an “Adviser,” and together “Advisers”).1 The purpose of the Code is to establish standards and procedures to prevent and detect activities by which persons with knowledge of portfolio investments, the investment intentions of an Adviser and clients’ personal information (financial and otherwise) could abuse their fiduciary duties to clients and to deal with other types of conflicts of interest.
The Code is based upon the principle that the officers, managers and personnel of each Adviser owes a fiduciary duty to its respective Clients (as defined below) to conduct their personal securities transactions and otherwise act in a manner that does not interfere with any Client's transactions or otherwise take unfair advantage of their relationship with any other Client. All employees of the Advisers are expected to fully understand and adhere to this general principle as well as comply with all the provisions of this Code that apply to them.
Technical compliance with the Code will not automatically insulate any person from scrutiny of transactions and other actions that may show a pattern of compromise or abuse of the individual's fiduciary duties to Clients. Accordingly, all Supervised Persons2 (as defined below) must seek to identify and mitigate, and where practical avoid, any conflicts between their personal interests and the interests of Clients. In sum, all Supervised Persons shall place the interests of Clients before their own personal interests.
Every Supervised Person must read and retain this Code, recognize that he or she is subject to its provisions, and comply with all applicable Federal Securities Laws (as defined below). If you have any questions about this Code, you should discuss them with the Chief Compliance Officer (“CCO”), a direct report of the CCO, or their designee (collectively, with the CCO, the “Compliance Team”), or the General Counsel or their designees (collectively, the “Legal Team”).
Although the Code is intended to provide every Supervised Person with guidance and certainty as to whether certain actions or practices are permissible, it does not cover every potential conflict you may face. In this regard, the Advisers also maintain other compliance policies and procedures that may apply to a Supervised Person’s specific responsibilities and duties (including, among others, Policies and Procedures to Prevent and Detect Misuse of Material Non-Public Information, Client Complaint and Trade Error Procedures). Supervised Persons receive training on these other policies and procedures, which are also available to all Supervised Persons in Orion Compliance or on the network shared drive. Orion Compliance is a web-based compliance monitoring tool that is utilized by the Advisers to help manage the compliance program. All forms and reporting referenced in the Code are completed using Orion Compliance. In the event that any provisions of this Code conflict with any other policy or procedure, the provisions of this Code shall control. The Advisers shall use reasonable diligence and institute procedures reasonably necessary to prevent violations of this Code.
| 1 | Each Adviser has adopted the Code in compliance with Rule 204A-1 ("Rule 204A-1") under the Investment Advisers Act of 1940 (the "Advisers Act"). |
| 2 | All employees of the Adviser are deemed Supervised Persons for the purpose of this Code. |
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| (B) | Standards of Conduct |
| (1) | Supervised Person Conduct |
The following general principles should guide the individual conduct of each Supervised Person:
| ● | Supervised Persons will not take any action that will violate any Federal Securities Laws; |
| ● | Supervised Persons will adhere to the highest standards of ethical conduct; |
| ● | Supervised Persons will maintain the confidentiality of all information obtained in the course of employment with the Adviser; |
| ● | Supervised Persons will bring any issues reasonably believed to place the Adviser at risk to the attention of the Compliance Team or Legal Team; |
| ● | Supervised Persons will not abuse or misappropriate the Adviser’s or any Client assets or confidential information for personal gain; |
| ● | Supervised Persons will disclose any activities that may create an actual or potential conflict of interest between the Supervised Person, the Adviser, and/or any Client, or otherwise adversely impact the reputation of the Adviser; |
| ● | Supervised Persons will deal fairly with Clients and other Supervised Persons and will not abuse their position of trust and responsibility with Clients or otherwise take inappropriate advantage of his or her position with the Adviser; and |
| ● | Supervised Persons will comply with the Code of Ethics. |
| (2) | Falsification or Alteration of Records |
Falsifying or altering records or reports of the Adviser, preparing records or reports that do not accurately or adequately reflect the underlying transactions or activities of the Adviser or its Clients, or knowingly approving such conduct is prohibited. Examples of prohibited financial or accounting practices include:
B-2
| ● | Making false or inaccurate entries or statements in any Adviser or Client books, records, or reports that intentionally hide or misrepresent the true nature of a transaction or activity; |
| ● | Manipulating books, records, or reports for personal gain; |
| ● | Failing to maintain required books and records that completely, accurately, and timely reflect all business transactions, which may include using unauthorized means of communication (e.g., personal devices) that are not captured by the Adviser; |
| ● | Maintaining any undisclosed or unrecorded Adviser or Client funds or assets; |
| ● | Making a payment or approving a receipt with the understanding that the funds will be, or have been, used for a purpose other than what is described in the record of the transaction. |
| (3) | Competition and Fair Dealing |
The Adviser seeks to outperform its competition fairly and honestly. The Adviser seeks competitive advantages through superior performance, not through unethical or illegal business practices. Stealing proprietary information, possessing trade secret information obtained without the owner’s consent, or inducing such disclosures by past or present Supervised Persons of other companies is prohibited. Each Supervised Person should endeavor to respect the rights of and deal fairly with the Adviser’s Clients, vendors, service providers, suppliers, and competitors. No Supervised Person should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair dealing practice.
Supervised Persons should not falsely disparage or make unfair negative comments about its competitors or their products and services. Negative public statements concerning the conduct or performance of any former Supervised Person of the Adviser should also be avoided.
| (C) | Prohibition Against Insider Trading |
| (1) | Adviser Policy |
Investment advisers and their Supervised Persons often have access to material information about a company that has not been publicly disseminated. Federal and state securities laws generally make it unlawful for any person to trade in securities (including for the avoidance of doubt, Derivatives) while in possession of material, non-public information concerning such issuer or its Securities. It is also unlawful to pass material, non-public information to others (a practice known as “tipping”). The persons covered by these restrictions are not only “insiders” of issuers, but also any other person who, under certain circumstances, learns of material, non-public information about an issuer, such as attorneys, investment banking analysts, and investment managers.
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While insider trading or tipping cases are generally associated with publicly-traded issuers, the anti-fraud provisions of federal securities laws apply to all securities transaction, including transactions involving private company securities.3
Violations of these restrictions may have severe consequences for both the Adviser and its Supervised Persons. Trading on material, non-public information or communicating such information to others is punishable by imprisonment and criminal fines. In addition, employers may be subjected to liability for insider trading or tipping by Supervised Persons. Broker-dealers and investment advisers may be held liable for failing to take measures to deter securities laws violations where such failure is found to have substantially contributed to or permitted a violation.
In light of these rules, the Adviser has adopted the general policy, applicable to all Supervised Persons, that a Supervised Person may not trade in any Client or personal account in the securities of any issuer about which the Supervised Person possesses material, non-public information, nor “tip” others about such information. Please see the Adviser’s Compliance Manual for additional information on insider trading policies and procedures.
The laws of insider trading are continuously changing. Supervised Persons may legitimately be uncertain about the application of the rules contained in this Manual in a particular circumstance. Often, a single question can forestall disciplinary action or complex legal problems. Supervised Persons should notify a member of the Compliance Team or Legal Team immediately if they have any questions as to the propriety of any actions or about the policies and procedures contained herein.
| (2) | Explanation of Insider Trading |
The elements of insider trading and the penalties for such unlawful conduct are discussed below. If any Supervised Person has any questions, they should consult a member of the Compliance Team or Legal Team.
| (i) | What is Material Information? |
“Material information” is defined generally as information for which there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions, or information that is reasonably certain to have a substantial effect on the price of a company’s securities. Information that should be considered material includes, but is not limited to:
| ● | business combinations (such as mergers or joint ventures), |
| ● | changes in financial results, |
| ● | changes in dividend policy, |
| 3 | See Sec. & Exch. Comm’n v. Stiefel Labs, Inc., No. 11-cv-24438-WJZ (S.D. Fl. Dec. 12, 2011)(“Stiefel”), available at https://www.sec.gov/divisions/enforce/claims/stiefel-laboratories.htm. In Stiefel, the SEC alleged that the certain officers of the company engaged in a fraudulent stock scheme in violation of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. |
B-4
| ● | changes in earnings estimates, |
| ● | significant litigation exposure, |
| ● | new product or service announcements, |
| ● | private securities offerings, |
| ● | plans for recapitalization, |
| ● | repurchase of shares or other reorganization plans, |
| ● | antitrust charges, |
| ● | labor disputes, |
| ● | pending large commercial or government contracts, |
| ● | significant shifts in operating or financial circumstances (such as major write-offs and strikes at major plants), and |
| ● | extraordinary business or management developments (such as key personnel changes). |
Material information also may relate to the market for a company’s securities. Information about a significant order to purchase or sell securities (including purchases or sales for advisory Client accounts) may, in some contexts, be material. Prepublication information regarding reports in the financial press also may be material. For example, the United States Supreme Court upheld the criminal convictions of insider trading defendants who capitalized on prepublication information from The Wall Street Journal’s “Heard on the Street” column.
No simple test exists to determine when information is material; assessments of materiality involve a highly fact-specific inquiry. If a Supervised Person is in receipt of non-public information that they believe is not material, they should confirm such determination with a member of the Compliance Team.
| (ii) | What Is “Non-Public” Information? |
Information is non-public until it has been effectively communicated to the marketplace. One must be able to point to some fact to show that the information is generally public. For example, information found in a report publicly filed with the SEC, or appearing in Dow Jones, Reuters Economic Services, The Wall Street Journal or other publications of general circulation would be considered public.
If the information is not available in the general media or in a public filing, it should be treated as non-public. If a Supervised Person is uncertain whether or not information is non-public, they should contact a member of the Compliance Team.
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| (iii) | Specific Sources of Material Non-Public Information |
Below is a list of potential sources of material, non-public information that Supervised Persons of the Adviser may periodically access. If a Supervised Person accesses or utilizes any of these sources of information, whether in connection with their employment duties or otherwise, they should be particularly sensitive to the possibility of receiving material non-public information about a company, and immediately notify a member of the Compliance Team if they feel that they have received material non-public information. This list is provided for general guidance and is not an exclusive list of all possible sources of material non-public information.
| (a) | Contacts with Issuers |
Contacts with issuers represent an important part of the Adviser’s research efforts. The Adviser may make investment decisions on the basis of conclusions formed through such contacts and analysis of publicly-available information.
Supervised Persons must be especially alert to the potential for access to sensitive information during such contacts. Information received from company representatives during a conference call that is open to the investment community is public. The disclosure of this type of information is covered by SEC Regulation FD.
Difficult legal issues arise, however, when, in the course of contacts with issuers, Supervised Persons become aware of material, non-public information. This could happen, for example, if an issuer’s chief financial officer prematurely discloses quarterly results to an analyst, or an investor relations representative makes a selective disclosure of adverse news to a handful of investors. In such situations, the Adviser must make a judgment as to its further conduct. To protect themselves, the Adviser, and its Clients, Supervised Persons should contact a member of the Compliance Team immediately if they believe that they may have received material, non-public information.
To the extent practicable, all calls or meetings with any employee of a company must be reported to a member of the Compliance Team prior to the meeting. To the extent that any meeting or contact is not open to the investment community, the CCO may require that Supervised Persons issue a standard notification at the beginning of the meeting that they do not wish to receive non-public information. If, given the circumstances, an employee is not able to notify the Compliance Team prior to the meeting, the employee will inform the Compliance Team promptly thereafter. The Compliance Team will maintain a list of all Adviser contacts with public companies.
| (b) | Contacts with Research Consultants |
Supervised Persons may wish to engage the services of third-party research firms (a “Consulting Service”), to assist in their research efforts. Generally, such Consulting Services provide access to experts (each a “Consultant”) across a variety of industries and disciplines. Supervised Persons must be especially alert to the potential for access to material non-public or confidential information during such contacts.
B-6
Any engagement of a new Consulting Service or Consultant must be pre-approved by the CCO. In addition, Supervised Persons must notify a member of the Compliance Team prior to each contact (whether a call or meeting) with any previously approved Consultant. The Compliance Team will maintain a list of all Adviser contacts with Consultants.
The following guidelines apply to all Supervised Person contacts with Consulting Services and Consultants:
| ● | Prior to any conversation with a Consultant, Supervised Persons must remind or inform such Consultant that Adviser neither the Adviser nor the Supervised Person wish to receive material, non-public information or confidential information that the Consultant is under a duty, legal or otherwise, not to disclose; |
| ● | The Consultant must acknowledge that he or she is unaware of any conflict with any law, regulation or duty owed to any person or entity that may arise by providing the Adviser or its Supervised Persons with his or her services, or inform the Supervised Person or the Adviser otherwise; |
| ● | If a Consultant inadvertently discloses material non-public information regarding any company, the Supervised Person must contact a member of the Compliance Team immediately, who will determine if the company must be added to the Restricted List; |
| ● | A member of the Compliance Team or Legal Team may chaperone calls with Consultants; |
| ● | Supervised Persons may not discuss any company (public or private) with which a Consultant is affiliated, including but not limited to a director, trustee, officer, employee or any other known affiliation; |
| ● | Supervised Persons are reminded of their non-disclosure obligations regarding Adviser and Client information contained in the Adviser’s Compliance Manual. |
| (c) | Tender Offers |
Tender offers represent a particular concern in the law of insider trading for two reasons. First, tender offer activity often produces extraordinary volatility in the price of the target company’s securities. Trading during this time period is more likely to attract regulatory attention (and produces a disproportionate percentage of insider trading cases). Second, the SEC has adopted a rule that expressly forbids trading and “tipping” while in possession of material, non-public information regarding a tender offer received from the tender offeror, the target company, or anyone acting on behalf of either. Supervised Persons should exercise particular caution any time they become aware of non-public information relating to a tender offer.
| (d) | Directorships and Committee Memberships |
A Supervised Person of the Adviser may be a member of the board of directors, creditor’s committee or similar committee, group or informal organization of credit holders, or have similar status with a public issuer. Any such memberships must be reported to the Compliance Team immediately by completing the Outside Business Activities questionnaire in Orion Compliance.
B-7
| (e) | Information Received Pursuant to a Confidentiality Agreements |
The Adviser may enter into confidentiality agreements with issuers, their representatives, or third-party firms relating to the evaluation of a potential transaction in an issuer’s securities. All confidentiality agreements must be approved by the Legal Team prior to execution. Confidentiality agreements generally require the Adviser to maintain information received thereunder in confidence, but may also contain other provisions such as restrictions on trading, restrictions on use of the information or a requirement to destroy or return such information. Supervised Persons should be particularly sensitive to information they receive pursuant to a confidentiality agreement as such information is likely to be material non-public information. Supervised Persons should also be knowledgeable regarding any restrictions or representations with respect to such information contained in a confidentiality agreement so as to avoid a breach thereunder. If a Supervised Person is uncertain as to their rights and obligations under a confidentiality agreement, they should contact a member of the Legal Team.
| (f) | Market Rumors |
Creating or spreading a rumor that is known to be untrue with the intent of affecting the market price of a security could constitute an unlawful attempt to manipulate market prices and should be avoided at all times. In addition, making investment decisions or otherwise acting on information received as a market rumor can carry significant risk for the Advisers and the Supervised Person, given the inherent lack of certainty that a market rumor is accurate and/or does not constitute material non-public information. Supervised Persons should contact a member of the Compliance Team prior to acting on or sharing any information received as a market rumor.
| (g) | Adviser Trading Activity, Portfolio Holdings & Recommendations |
Advisers buy or sell securities for its own account and/or the account of their respective Clients, and the Adviser and its Supervised Person may have positions in securities that it purchases of behalf of its Clients. Such investment actions by an Adviser poses potential conflicts of interest in that an Adviser and/or its Supervised Persons may benefit from price movements of purchased, sold or recommended securities. As such, for purposes of this Code, knowledge of upcoming or pending trades by the Adviser (whether for its own account or the account of its Clients) is considered material non-public information.
In addition, The Motley Fool, LLC (“TMF”), an affiliate of the Advisers, publishes opinions and recommendations regarding the purchase and sale of securities that may affect the prices of securities. These opinions and recommendations are published on TMF’s website and through newsletter services. There are informational and physical barriers between TMF and the Advisers’ respective businesses that are designed to, among other things, prevent the dissemination of pre-publication opinions and recommendation. For purposes of this Code, TMF’s pre-publication opinions and recommendations are considered material non-public information.
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| (3) | Penalties for Insider Trading |
Supervised Persons may face severe penalties if they trade securities while in possession of material, non-public information, or if they improperly communicate non-public information to others. The consequences of illegal insider trading may include:
| ● | An Adviser may terminate their employment; |
| ● | They may be subject to criminal sanctions which may include a fine of up to $5,000,000 per offense and/or up to twenty years imprisonment; |
| ● | The SEC can recover Supervised Persons’ profits gained or losses avoided through illegal trading, and a penalty of up to three times the profit from the illegal trades; |
| ● | The SEC may issue an order permanently barring Supervised Persons from the securities industry; |
| ● | Supervised Persons may be sued by investors seeking to recover damages for insider trading violations. |
| ● | Civil penalties of up to the greater of $1 million or three times the amount of profits gained or losses avoided by an Supervised Person; and |
| ● | Restrictions on an Adviser’s ability to conduct certain of its business activities. |
Insider trading laws provide for penalties for “controlling persons” of individuals who commit insider trading. Accordingly, under certain circumstances, a supervisor of a Supervised Person who is found liable for insider trading may also be subject to penalties.
| (4) | Compliance Procedures |
The Advisers have adopted Procedures to Prevent and Detect Misuse of Material Nonpublic Information to control for the risk of insider trading. Supervised Persons are required to review and comply with this policy.
| Section II | Covered Persons |
Subject to their general duty to place Clients’ interests before their own personal interest, individuals may have different obligations under this Code, depending upon their respective roles and access to sensitive information.
Personnel of the Advisers fall into two categories, each with its own set of responsibilities:
| (A) | "Supervised Persons”4 are |
| 4 | The specific obligations of Supervised Persons are described in Section IV. |
B-9
| (1) | Officers, managers (or other persons occupying a similar status or performing similar functions) and employees |
| ● | of an Adviser; or |
| ● | of a company in a control relationship to an Adviser who regularly perform services for an Adviser; and |
| (2) | any other person who is subject to an Adviser's supervision and control. |
| (B) | “Access Persons"5 are |
| (1) | Supervised Persons |
| ● | who have access to nonpublic information regarding any Adviser’s purchase or sale of Securities (including, for the avoidance of doubt, options and other derivatives) or nonpublic information regarding the portfolio holdings of any Reportable Fund (as defined below), Model Portfolio (as defined below) or Client account; or |
| ● | who are involved in making Securities recommendations, or have access to such recommendations, that are nonpublic; or |
| ● | who in connection with their regular functions or duties make, participate in, or obtain information regarding an open or intended order for the purchase or sale of any Security on behalf of a Client. |
| (C) | The Compliance Team will review third-party service provider engagements to identify who should be subject to oversight and controls described in this Code and other policies and procedures (including the applicable Adviser’s Policies and Procedures to Prevent and Detect Misuse of Material Nonpublic Information), based on their functional roles and whether they have access to confidential information regarding the Funds or Client accounts. The Compliance Team, in consultation with the Legal Team, may designate individuals employed by outside service providers as “Access Person” (as defined in this Code), and those individuals will be subject to the obligations and restrictions applicable to Access Persons. When determining whether to designate an outside individual as an Access Person, the Compliance Team will consider, among other things: (i) the type and nature of information to which the individual has access; and (ii) the third-party service provider’s internal procedures and controls relating to the misuse of material non-public or confidential information. |
| (D) | The Compliance Team shall maintain lists of individuals whose duties make them Supervised Persons and Access Persons. The Compliance Team shall promptly notify an individual upon any change in that person’s status. In addition, all Supervised Persons have an obligation to provide notice to the Compliance Team on a timely basis if there is a change to their duties, responsibilities, or title that they believe may affect their reporting status under this Code. |
| (E) | Notwithstanding the foregoing, personnel of an Adviser, or any of their affiliates shall not be considered to be Access Persons by virtue of receiving information about their respective personal portfolios or investments in a proprietary fund, or recommendations regarding Securities, as part of an ordinary relationship with an Adviser as a Client or investor in a proprietary product. |
| 5 | The specific obligations of Access Persons are described in Section V(A) (subject to the exceptions of V(C)), VI, and VII. |
B-10
| Section III | Definitions |
| (A) | "Automatic Investment Plan" means a program in which periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation.6 |
| (B) | "Beneficial Ownership" has the meaning set forth in paragraph (a)(2) of Rule 16a-1 under the Securities Exchange Act of 1934, as amended (the "1934 Act") and for purposes of this Code shall be deemed to include, without limitation, any interest by which an Access Person or any member of his or her immediate family (i.e., a person who is related by blood or marriage to, and who is living in the same household as, the Access Person) can directly or indirectly derive a monetary or other economic benefit from the purchase, sale (or other acquisition or disposition) or ownership of a Security, including (among other things) any such interest that arises as a result of: |
| (1) | a general partnership interest in a general or limited partnership, or a manager/member interest in a limited liability company; |
| (2) | an interest as a member of an “investment club” or an organization that is formed for the purpose of investing a pool of monies in Securities; |
| (3) | a right to dividends that is separated or separable from the underlying Security; |
| (4) | a right to acquire equity Securities through the exercise or conversion of any derivative Security (whether or not presently exercisable); and |
| (5) | a performance related advisory fee (other than an asset-based fee).7 |
You do not have Beneficial Ownership of Securities held by a corporation, partnership, limited liability company, or other entity in which you hold an equity interest unless you control (as defined below) the entity or you have or share investment control over the Securities held by the entity.
| (C) | "Chief Compliance Officer" (“CCO”), means the chief compliance officer of each applicable Adviser. In the event that there is no acting CCO, the General Counsel or a member of the Compliance Team will take this role. |
| 6 | A dividend reinvestment plan ("DRIP") is considered to be an Automatic Investment Plan to the extent that transactions are made automatically in accordance with a predetermined schedule and allocation. Similarly, certain digital advisory (or “robo”) businesses that automatically invest Employee assets (for example, via automated payroll or bank account debits), or provide Supervised Persons with stock awards associated with purchases of merchandise, are also considered Automatic Investment Plans for the portion of the account activity controlled by such business; provided, however, that the sale of Securities obtained through these services or any other brokerage activities initiated by the Supervised Person remain are subject to the provisions of this Code and other relevant policies and procedures. |
| 7 | Beneficial Ownership will not be deemed to exist solely as a result of any indirect interest a person may have in the investment performance of an account managed by such person, or over which such person has supervisory responsibility, which arises from such person’s compensation arrangement with the Adviser or any affiliate of the Adviser under which the performance of the account, or the profits derived from its management, is a factor in the determination of such person’s compensation. |
B-11
| (D) | "Client" means any person or entity for whom or which an Adviser serves as an "investment adviser" within the meaning of Section 202(a)(11) of the Advisers Act. Notwithstanding that collective investment vehicles managed by an Adviser (e.g., hedge funds and exchange traded funds) are technically the “Client”, investors in those funds will, unless specified otherwise, generally be treated as “Clients” solely for purposes of this Code. |
| (E) | "Control" means the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company, within the meaning of Section 2(a)(9) of the 1940 Act. |
| (F) | “Discretionary Account” or “Managed Account” means an account over which the Access Person does not directly or indirectly exercise any influence or control. For example, a Discretionary Account or Managed Account may include a trust account over which a trustee has management authority, or a separately managed account over which a third-party investment manager has discretionary investment authority. Generally, in order for these types of accounts to qualify as Discretionary or Managed Accounts, the Access Person should not directly or indirectly instruct or suggest purchases or sales of any investments, or consult with the trustee or third-party investment manager (on an ongoing basis beyond the initial account set-up) as to the particular allocation of investments.8 |
| (G) | "Federal Securities Laws" means the Securities Act of 1933, as amended (the "1933 Act"), the 1934 Act, the Sarbanes-Oxley Act of 2002, the Investment Adviser Act of 1940 (“1940 Act”), the Advisers Act, Title V of the Gramm-Leach-Bliley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the Jumpstart Our Business Startups Act of 2012, any rules adopted by the SEC under any of these statutes, the Bank Secrecy Act as it applies to investment advisers, and any rules adopted thereunder by the SEC or the Department of the Treasury. |
| (H) | "Fund" means any pooled investment vehicle. |
| (I) | “Initial Public Offering” means an offering of securities registered under the 1933 Act the issuer of which, immediately before the registration, was not subject to the reporting requirements of Section 13 or Section 15(d) of the 1934 Act. |
| (J) | “Limited Offering” means an offering of Securities that is exempt from registration under the 1933 Act pursuant to Section 4(2) or Section 4(6) hereof or Rule 504, Rule 505, or Rule 506 thereunder. For the avoidance of doubt, “Limited Offering” may include, but is not limited to, hedge fund, private equity fund and other similar investment fund offerings. |
| (K) | “Model Portfolio” means model portfolios maintained and used by MFWM to create separately managed accounts for its Clients. |
| (L) | “Personal Account” means any account owned by, or in the name of, an Access Person in which Reportable Securities may be held or any such account in which an Access Person has a Beneficial Interest in Reportable Securities. |
| 8 | An Access Person will not be deemed to exercise direct or indirect influence or control over a Discretionary Account because: (i) the Access Person engages in discussions in which a trustee or investment managers summarizes, describes or explains account activity to the Access Person; or (ii) the Access Person may place certain securities on (or remove them from) a restricted list. |
B-12
| (M) | “Private Fund” means a Fund exempt from registration with the SEC under Sections 3(c)(1), 3(c)(7) or another available exemption under of the 1940 Act. |
| (N) | “Registered Fund” means a Fund registered under the 1940 Act. |
| (O) | "Reportable Fund" means: |
| (1) | any Fund for which MFAM serves as an investment adviser or sub-adviser; or |
| (2) | any Fund whose investment adviser controls an Adviser, is controlled by an Adviser, or is under control with an Adviser. |
| (P) | "Reportable Security" means any Security (as defined below) other than: |
| (1) | a direct obligation of the Government of the United States; |
| (2) | a banker’s acceptance, bank certificate of deposit, commercial paper, and high quality short-term debt instruments, including a repurchase agreement; |
| (3) | shares issued by money market funds; |
| (4) | interest in 529 savings plans; or |
| (5) | shares of unit investment trusts (“UITs”) and open-end investment companies (other than exchange-traded funds ("ETFs") registered under the 1940 Act. |
| (Q) | "Security" includes all stock, debt obligations and other securities and similar instruments of whatever kind (whether publicly or privately traded), including any warrant or option to acquire or sell a security, listed American Depositary Receipts (e.g., ADRs), and Reportable Funds. References to a Security in this Code (e.g., a prohibition or requirement applicable to the purchase or sale of a Security) shall be deemed to refer to and to include any warrant for, option in, or Security immediately convertible into that Security, and shall also include any instrument (whether or not such instrument itself is a Security) which has an investment return or value that is based, in whole or part, on that Security or index of Securities (collectively, "Derivatives"). Therefore, except as otherwise specifically provided by this Code: |
| (1) | any prohibition or requirement of this Code applicable to the purchase or sale of a Security shall also be applicable to the purchase or sale of a Derivative relating to that Security; and |
| (2) | any prohibition or requirement of this Code applicable to the purchase or sale of a Derivative shall also be applicable to the purchase or sale of a Security relating to that Derivative. For the avoidance of doubt and pending SEC guidance to the contrary, cryptocurrencies are not deemed “securities”9 for purposes of this Code. However, absent clear guidance as to the extent cryptocurrencies may be considered securities, the Advisers have deemed it prudent to require Supervised Persons to report regular trading in cryptocurrencies for speculative purposes in accordance with the reporting requirements found in Section VIII(B) (Outside Business Activities).10 |
| 9 | On July 25, 2017, the SEC provided initial guidance on its views regarding whether tokens issued in “Initial Coin Offerings” (ICO’s) are “securities” under Section 2(a)(1) of the Securities Act of 1933 (and the nearly identical definition under Section 3(a)(10) of the Securities Exchange Act of 1934). The SEC determined that tokens sold in ICOs may qualify as securities under certain conditions. A detailed discussion of the SEC’s legal analysis is beyond the scope of this Code, but can be found at https://www.sec.gov/litigation/investreport/34-81207.pdf. |
| 10 | If you have any questions regarding whether your transactions in cryptocurrencies constitutes “regular trading for speculative purposes” that is reportable under Section VIII(B) of this Code, you should discuss them with the CCO, Compliance Team, or General Counsel. |
B-13
A Security is "being considered for purchase or sale" when a recommendation to purchase or sell that Security has been made or communicated and, with respect to the person making the recommendation, when such person seriously considers making such a recommendation.
Any questions regarding the application of these terms should be referred to and addressed by the Compliance Team.
| Section IV | Objective and General Prohibitions for Supervised Persons |
| (A) | Although certain provisions of this Code apply only to Access Persons, all Supervised Persons must conduct their personal activities in accordance with the standards set forth in Sections I, IV and VIII of this Code. |
| (1) | A Supervised Person may not engage in any investment transaction under circumstances where the Supervised Person benefits from or interferes with the purchase or sale of investments made on behalf of a Client. |
| (2) | Supervised Persons may not use information concerning the investments or investment intentions of an Adviser, or their ability to influence such investment intentions, for personal gain or in a manner detrimental to the interests of a Client. |
| (3) | Disclosure by a Supervised Person of such information to any person outside of the course or scope of the responsibilities of the Supervised Person to a Client, or an Adviser will be deemed to be a violation of this prohibition. |
| (B) | Supervised Persons may not engage in conduct that is deceitful, fraudulent, or manipulative, or that involves false or misleading statements, in connection with the purchase or sale of investments by or for a Client. In this regard, Supervised Persons should recognize that applicable law generally provides that it is unlawful for an Adviser or any Supervised Person in connection with the purchase or sale of a Security held or to be acquired by a Client to: |
| (1) | employ any device, scheme, or artifice to defraud a Client; |
| (2) | make any untrue statement of a material fact to a Client or omit to state to a Client a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading; |
| (3) | engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon a Client; or |
| (4) | engage in any manipulative practice with respect to a Client. |
B-14
| (C) | Supervised Persons should also recognize that violating this Code (or the underlying applicable law) may result in: |
| (1) | sanctions as provided by Section X below; or |
| (2) | administrative, civil, and, in certain cases, criminal fines, sanctions, or penalties. |
| Section V | Prohibited Transactions and Pre-Clearance for Access Persons11 |
| (A) | Unless one of the exceptions set out in Section V(D) below applies, Access Persons must pre-clear all transactions that would result in them acquiring or selling a direct or indirect Beneficial Ownership in a: |
| (1) | Reportable Security; |
| (2) | Initial Public Offering; |
| (3) | Initial Coin Offering; or |
| (4) | Limited Offering/Private Placement. |
| (B) | Access Persons must report to the Advisers any transaction pre-cleared (or required to be pre-cleared) according to the rules laid out in Section VI. |
| (C) | Short-Term Trading. |
Access Persons are prohibited from short-term trading, and are not permitted to trade a Reportable Security in the opposite direction of a recent transaction by such Access Person in such Reportable Security, in both cases until after a 30-day holding period has passed. For the avoidance of doubt, this means that an Access Person would not be permitted to:
| (1) | sell shares of a Reportable Security until at least 30 days after the most recent purchase of the Reportable Security by such Access Person; or |
| (2) | buy shares of a Reportable Security until at least 30 days after the most recent sale of a Reportable Security by such Access Person. |
The CCO may grant limited exceptions to this restriction to facilitate the remediation of trade errors, or as otherwise deemed appropriate.
| (D) | Exceptions. |
The prohibitions of this Section V do not apply to:
| 11 | The prohibitions of this Section V apply to Reportable Securities acquired or disposed of in any type of transaction, including but not limited to non-brokered transactions, such as purchases and sales of privately placed Reportable Securities and Reportable Securities acquired directly from an issuer, except to the extent that one of the exceptions from the prohibitions set forth in Section V(D) is applicable. |
B-15
| (1) | Purchases that are made via an Automatic Investment Plan (however, this exception does not apply to optional cash purchases pursuant to a DRIP); provided such Automatic Investment Plan, in the Compliance Team’s reasonable determination was not formed to circumvent a trading restriction on one or more Reportable Securities; |
| (2) | Purchases of rights issued by an issuer pro rata to all holders of a class of its Reportable Securities (if such rights are acquired from such issuer), and the exercise of such rights; |
| (3) | Involuntary (i.e., non-volitional) purchases, sales, and transfers of Reportable Securities (including option assignment); and |
| (4) | Transactions in the Motley Fool Holdings, Inc. stock. |
| Section VI | Pre-clearance Procedures |
| (A) | Obtaining Pre-Clearance. |
All Access Persons seeking pre-clearance of a personal transaction in a Reportable Security required to be approved pursuant to Section V above must obtain such pre-clearance from the Compliance Team in Orion Compliance. If the CCO or a member of the Compliance Team is seeking pre-clearance with respect to his or her own transaction, the individual is prohibited from approving such transaction, and shall obtain such pre-clearance from another Compliance Team member (or, if that person is not available, from the CCO or General Counsel).
| (1) | Requests for pre-clearance must be submitted through Orion Compliance and be full share amounts rounded up (no fractional shares). |
| (2) | Upon receipt of the request for pre-clearance, Orion Compliance automation, or as necessary the CCO or a member of the Compliance Team, will determine if the Reportable Security is on the Restricted List maintained by the Compliance Team. |
If the Reportable Security is on the Restricted List, the Access Person will be denied clearance to trade in that Reportable Security and must resubmit the request at a later date unless the CCO or Compliance Team determines otherwise.
| (B) | Time of Clearance. |
| (1) | An Access Person may pre-clear trades only where such person has a present intention to affect a transaction in the Reportable Security for which pre-clearance is sought. |
| (i) | It is not appropriate for an Access Person to obtain a general or open-ended pre-clearance to cover the eventuality that he or she may buy or sell a Reportable Security at some future time depending upon market developments. |
| (ii) | Consistent with the foregoing, an Access Person may not simultaneously request pre-clearance to buy and sell the same Reportable Security. |
| (2) | Pre-clearance of a trade shall be valid and in effect through the close of business the day following the day upon which pre-clearance was granted); |
B-16
| (i) | Notwithstanding the foregoing, a pre-clearance expires upon the person becoming aware of facts or circumstances that would prevent a proposed trade from being pre-cleared. Accordingly, if an Access Person becomes aware of new or changed facts or circumstances that give rise to a question as to whether pre-clearance could be obtained if the CCO or Compliance Team was aware of such facts or circumstances, the person shall be required to so advise the Compliance Team (and receive new pre- clearance) before proceeding with such transaction. |
| (ii) | The CCO or a Compliance Team member, in consultation with the CCO, has discretion to either extend or reduce the time period that a pre-clearance is valid, and the CCO or Compliance Team will document any exception to the pre-clearance period, including (among other things) a description of the relevant facts and circumstances for any exception in Orion Compliance. |
| (C) | Form. |
Pre-clearance must be obtained by completing a pre-clearance request in Orion Compliance.
| (D) | Filing. |
Copies of all completed pre-clearance forms shall be retained electronically in Orion Compliance or in such other location that the CCO or Compliance Team shall designate.
| (E) | Factors Considered in Pre-Clearance of Personal Transactions. |
The Compliance Team, in consultation with the CCO, may refuse to grant pre-clearance of a personal transaction in his or her sole discretion without being required to specify any reason for the refusal. Generally, the CCO and Compliance Team will consider the following factors in determining whether to grant pre-clearance of a proposed transaction:
| (1) | Whether the amount or nature of the transaction, or the identity of the person making it, is likely to affect the price or market for the Reportable Security; |
| (2) | Whether the person making the proposed purchase or sale is likely to benefit from purchases or sales being made or being considered on behalf of a Client; |
| (3) | Whether the transaction is likely to adversely affect a Client; and |
| (4) | Whether the transaction may otherwise create an appearance of impropriety. |
| (F) | Blackout Period and Prohibition against Front Running. |
Each Adviser has established a policy that its Access Person shall not execute a personal transaction (either long or short) in a Reportable Security if an order for a Client account for the same security remains unexecuted. Such restriction shall be effective for two trading days before and after any such Client account.12 Information regarding Client trading must not be used in any way to influence trades in personal accounts or in accounts of other Clients, including those of other Access Persons Trading ahead of a Client’s order is known as “front-running” and is prohibited.
| 12 | Access Persons who obtained trade pre-clearance approval for a Reportable Security prior to its addition to the Restricted List shall not be considered in violation of this provision provided they did not have knowledge of such pending Client transaction prior to effectuating any such personal trade. In the event such Access Person becomes aware of trading intent on behalf of a Client prior to effectuating their approved personal trade, such Access Person is prohibited from effectuating the approved personal transaction and must notify the Compliance Team of his or her inability to complete the previously approved personal trade. |
B-17
| (G) | Monitoring of Personal Transactions After Pre-Clearance. |
The Compliance Team shall periodically monitor each Access Person's transactions to ascertain whether pre-cleared transactions have been executed within the time period for pre-clearance and are generally consistent with pre-cleared amounts.13
| (H) | Requirements for All Personal Accounts. |
Generally, an Access Person may maintain a Personal Account with the financial firm of his or her choice, provided the firm is able to provide copies of the Access Person’s account statements to the Compliance Team and such statements are being provided. However, the CCO or Compliance Team may require any Access Person to maintain Personal Accounts with specified firms or prohibit any Access Person from maintaining a Personal Account with a specified firm.
| (I) | Alternative Mechanisms. |
The CCO or Compliance Team may establish alternative mechanisms for the pre-clearance set out in this Section VI.
| Section VII | Certifications and Reports by Access Persons14 |
| (A) | Initial Certifications and Initial Holdings Reports. |
Within ten (10) days after a person becomes an Access Person, except as provided in Section VII (D), such person shall complete and submit to the Compliance Team via Orion Compliance a certification of such Access Person’s acceptance and understanding of the Compliance Manual, including this Code, including certain representations as required in the certification (the “Initial Certification”) and a complete and accurate report listing all personal securities holdings required to be reported pursuant to the Code (the “Initial Holdings Report”). The information contained therein must be current as of a date no more than 45 days prior to the date the person becomes an Access Person. Copies of all completed Initial Certifications and Holdings Reports shall be retained electronically in Orion Compliance or in such other location that the CCO or Compliance Team shall designate.
| 13 | Transaction amounts are not required to match the requested amounts exactly, but Access Persons should use care to avoid transaction details differing materially from pre-cleared amounts. Fractional shares should be rounded up when requesting pre-clearance. |
| 14 | The reporting requirements of this Section VII apply to Reportable Securities acquired or disposed of in all types of transactions, including but not limited to non-brokered transactions, such as purchases and sales of privately placed Reportable Securities and Reportable Securities acquired directly from an issuer, and short sales of Reportable Securities, except to the extent that one of the exceptions from the reporting requirements applies. |
B-18
| (B) | Quarterly Transaction Reports. |
| (1) | Within thirty (30) days after the end of each calendar quarter, each Access Person shall complete a Quarterly Transaction Report in Orion Compliance of all transactions in Reportable Securities occurring in the quarter in which he or she had any direct or indirect Beneficial Ownership. Such report is hereinafter called a "Quarterly Transaction Report." Copies of all completed Quarterly Transaction Reports shall be retained electronically in Orion Compliance or in such other location that the CCO or Compliance Team shall designate. |
| (2) | Except as provided in Section VII (D), a Quarterly Transaction Report shall be submitted in Orion Compliance, which will include the date of submission, and must contain the following information with respect to each reportable transaction: |
| (i) | Date and nature of the transaction (purchase, sale or any other type of acquisition or disposition); |
| (ii) | Title (and as applicable, the exchange ticker symbol or CUSIP number), number of shares or principal amount of each Reportable Security and the price at which the transaction was effected; |
| (iii) | Name of the broker, dealer, or bank with or through whom the transaction was effected; and |
| (iv) | A confirmation via electronic feed data or from the brokerage firm showing the transaction was completed. |
| (3) | A Quarterly Transaction Report may contain a statement that the report is not to be construed as an admission that the person making it has or had any direct or indirect Beneficial Ownership of any Reportable Security to which the report relates. |
| (C) | Annual Certifications and Annual Holdings Reports. |
Annually, by January 30 of each year, except as provided in Section VII (D), each Access Person shall complete and submit via Orion Compliance to the CCO or Compliance Team an Annual Certification and Holdings Report on the form prescribed by the Advisers. The information contained therein must be current as of a date no more than 45 days before the Annual Certification and Holding Report is submitted. Copies of all completed Annual Certifications and Holdings Reports shall be retained electronically in Orion Compliance or in such other location that the CCO or Compliance Team shall designate.
| (D) | Exceptions from Reporting Requirements. |
| (1) | An Access Person need not submit an Initial Holdings Report, a Quarterly Transaction Report or an Annual Holdings Report with respect to any Reportable Securities held in an account over which the Access Person does not have, directly or indirectly, Beneficial Ownership. |
B-19
| (2) | An Access Person need not report Reportable Securities held in Discretionary Accounts. However, the Compliance Team may request a signed statement from the third-party trustee or manager certifying that he/she had full discretion for the Discretionary Account(s) or require such Access Person to certify that they do not have any direct or indirect influence over such Discretionary Account(s). In addition, the Compliance Team may periodically request that an Access Person provide transaction or holding reports. An Access Person relying on this exception must provide the Compliance Team with a certification annually. |
| (3) | An Access Person need not submit a Quarterly Transaction Report with respect to any transaction effected pursuant to an Automatic Investment Plan. Notwithstanding the foregoing, all Access Persons are still required to complete the Quarterly Personal Trade Monitoring Certification in Orion Compliance. |
| (E) | Statements. |
| (1) | For accounts without an electronic feed, an Access Person will attach statements in Orion Compliance for all Personal Accounts through which transactions in Reportable Securities in which the Access Person has any direct or indirect Beneficial Ownership are effected, so long as the Compliance Team receives the account statements through Orion Compliance no later than thirty (30) days after the end of the calendar quarter. |
| (2) | Notwithstanding the foregoing, an Access Person must submit a Quarterly Transaction Report for any quarter during which the Access Person has acquired or disposed of direct or indirect Beneficial Ownership of any Reportable Security if such transaction was not in a Personal Account for which electronic feed or duplicate statements are being sent. |
| (3) | Access Persons who provide duplicate statements to the Compliance Team for their Personal Accounts will still be required to submit a Quarterly Transaction Report applicable to all transactions in Reportable Securities required to be reported by them hereunder. The Compliance Team will review these statements to ascertain compliance with this Code. |
| (F) | The Compliance Team may establish alternative mechanisms for the reporting set out in this Section VII. |
| (G) | Each Access Person must take the initiative to comply with the requirements of this Section VII. Any effort by an Adviser, to facilitate the reporting process does not change or alter that responsibility. |
| Section VIII | Additional Prohibitions |
| (A) | Confidentiality of Client Transactions. |
| (1) | Funds. |
| i. | Registered Funds. Until disclosed in a public communication to shareholders, to the SEC, or otherwise in accordance with any policies regarding the selective disclosure of portfolio holdings, all information concerning the Securities held by or being considered for purchase or sale by a Registered Fund shall be kept confidential by all Supervised Persons. |
B-20
| ii. | Private Funds. All information concerning Securities held by or being considered for purchase or sale by a Private Fund must be kept confidential, both from the public and Private Fund investors15. On a case-by-case basis, the General Counsel or CCO may approve the disclosure of Private Fund portfolio holdings information to current and prospective investors. |
| (2) | All information concerning the Securities held by or being considered for purchase or sale for the Model Portfolios or any Client shall be kept confidential by all Supervised Persons, or, with respect to the Model Portfolios, until publicly disclosed.16 |
| (3) | In addition to portfolio information, all non-public personal information about Clients and potential clients shall be kept confidential in accordance with each Adviser’s Privacy Policy. For the avoidance of doubt, “Client” includes all employees of the Advisers or their affiliates that are clients of MFWM or shareholders of a Reportable Fund. |
| (B) | Outside Business Activities, Relationships and Directorships. |
Supervised Persons may not engage in any outside business activities or maintain a business relationship with any person or company that may give rise to conflicts of interest or jeopardize the integrity or reputation of the Advisers or any Client.17 Similarly, no such outside business activities or relationships may be inconsistent with the interests of the Advisers or any Client.18 Supervised Persons shall obtain pre-clearance of any Outside Business Activity (“OBA”) by submitting the appropriate OBA request in Orion Compliance. Supervised Persons are also barred from using company resources or disclosing any confidential information in connection with their OBA.
Supervised Persons are not permitted to:
| (1) | engage in any other financial services (including tax) business for profit; |
| (2) | be employed or compensated by any other business for work performed; |
| (3) | have a significant equity interest (e.g. >5%) in any other financial services business; or |
| (4) | serve as a director or officer of any public or private company, including an investment committee of any organization without prior approval of the Compliance Team. |
In the event that the Compliance Team determines that the OBA may present a significant risk or impair a Supervised Person’s ability to timely discharge the duties of his/her position with an Adviser, the President of any applicable Adviser may be consulted. The President will review the activity in consultation with the CCO and/or General Counsel, if necessary. Supervised Persons must pre-clear all OBA (including paid public appearances) by completing the OBA request in Orion Compliance. Supervised Persons will be required to certify their OBA annually and are required to update the information contained in the OBA portal in Orion Compliance, should the information contained therein be materially inaccurate. OBAs will be reviewed periodically by the Compliance Team.
| 15 | Private Funds may disclose certain portfolio holding information (e.g., top 10 long positions) as part of periodic investor reporting (e.g., monthly investor letters). Once disseminated, portfolio holding information contained in investor reports can be discussed with current investors in the applicable Private Fund, but not with prospective investors or the general public without General Counsel or CCO approval. |
| 16 | Of course, nothing in this Joint Code of Ethics shall prevent an Adviser or any Supervised Persons from disclosing a Client’s holdings to that Client in the ordinary course of business and discussing with the Adviser personnel as part of the Adviser’s business. |
| 17 | Regularly trading in cryptocurrencies for speculative purposes constitutes a reportable outside business activity for purposes of this Section VIII(B). |
| 18 | Should a Supervised Person be unsure as to whether a potential activity requires pre-clearance, it is that Supervised Person’s responsibility to consult the CCO or Compliance Team in advance of engaging in any related activity. |
B-21
Although pre-clearance is required, an OBA related to activities that do not offer any form of compensation or that are purely philanthropic in nature, such as voluntary service for charitable organizations, or activities directly related to the education and schooling of a Supervised Person’s children are generally allowed. Such activities are deemed not to present a conflict of interest with the duties to the Advisers or any Client, provided they do not interfere with the Supervised Person’s responsibilities and obligations to the Adviser.
In addition, to the extent that the Adviser files a Form U-4 for a Supervised Person seeking to engage in an OBA, the Form U-4 may need to be updated to reflect the activity.
| (C) | Gifts and Entertainment. |
Supervised Persons are prohibited from both giving to and receiving from a Client, prospective client, or any entity conducting business with or for the Adviser any form of cash or cash equivalents, including gift cards19. Additionally, Supervised Persons may not engage in the exchange of gifts – whether in merchandise, services, or any other form – that exceed a value of $100, nor participate in entertainment activities valued at greater than $250, except:
| (1) | customary business entertainment such as meals, refreshments, beverages and events that are associated with a legitimate business purpose, reasonable in cost, appropriate as to time and place, where the giver or a representative is present, do not influence or give the appearance of influencing the recipient and cannot reasonably be viewed as a bribe, kickback or payoff; or |
| (2) | company-branded items of nominal value, such as stationery, mugs, pens, or calendars bearing the Adviser's logo. Such items, designed for promotional purposes rather than personal benefit, are exempt from the aforementioned $100 value limit due to their minimal value and intent to promote brand visibility rather than influencing decision-making processes. Supervised Persons may give and accept company-branded promotional items without prior approval from the CCO or Compliance Team, provided these items are of a customary nature and intended solely for promotional or marketing purposes; and |
| (3) | business-related gifts valued at greater than $100; in each case with prior approval of the CCO or Compliance Team by submitting an approval request in Orion Compliance.20 |
| 19 | In certain instances, Supervised Persons may be permitted to receive gift cards of limited value if provided as a means to facilitate live digital/videoconference event refreshments, provided the value of such card does not exceed a reasonable amount considering the duration of the event (generally expected to be $25 or less per meal period). In addition, gift cards valued at $100 or below are acceptable, provided that these are distributed as part of a promotional giveaway endorsed by the Adviser. All uses of gift cards pursuant to these limited exceptions must be pre-approved by the Compliance Team. |
| 20 | The CCO or Compliance Team shall consider the appropriateness and/or reasonableness of any gift in excess of $100 or entertainment in excess of $250 relative to factors such as those enumerated in Subsection (C)(1) of this section. |
B-22
| (D) | Relationship with The Motley Fool. |
The Advisers’ relationships with The Motley Fool, LLC and other affiliates engaged in publishing information or analysis about securities ("The Motley Fool"), pose challenges in the Adviser’s industry. To protect the reality and appearance of integrity, neither a Supervised Person nor an Adviser may:
| (1) | Seek information about securities or investments from The Motley Fool that has not been made publicly available ("Fool Information"); |
| (2) | Use or pass on Fool Information for the benefit of an Adviser, its Clients, its Supervised Persons, or its investors; |
| (3) | Seek to influence The Motley Fool, its employees, agents, affiliates, contractors, directors, or stockholders (“Fool Persons”) to publish information or analysis for the purpose of influencing the market for any Security; |
| (4) | Disclose any nonpublic information of the Advisers, or their Clients, especially including Client holdings or Securities being considered for purchase or sale, to The Motley Fool, except as part of a public disclosure authorized by the General Counsel or CCO (e.g., as part of a public disclosure of ETF holdings); but |
| (5) | Notwithstanding the foregoing, an Adviser and its employees may disclose Client information to Fool Persons for the purpose of having them perform services on an Adviser's behalf; provided that such disclosure is permitted under the Adviser’s Privacy Policy. |
If a Supervised Person obtains Fool Information, they will notify the Compliance Team immediately, which may result in certain Securities being added to the Restricted List (as described above).
For further guidance regarding actions or practices that are permissible and prohibited, please see The Motley Fool Holdings Code of Foolish Conduct.
| Section IX | Certification by Access Persons |
The certifications of each Access Person required pursuant to Section VII shall include certifications that the Access Person has read and understands this Code and recognizes that he or she is subject to it. Access Persons shall also be required to certify in their annual certifications that they have complied with the requirements of this Code.
Supervised Persons who are not Access Persons shall be provided with a copy of the Code (and any amendments) and shall provide the Adviser with a certification of the receipt of the Code and any amendment in Orion Compliance.
| Section X | Sanctions |
Any violation of this Code shall be subject to such sanctions by an Adviser as may be deemed appropriate under the circumstances to achieve the purposes of Rule 204A-1 and this Code. Sanctions may include, but are not limited to, suspension or termination of employment, a letter of censure, disgorgement of any profits stemming from any violation, and/or restitution of an amount equal to the difference between the price paid or received by a Client and the more advantageous price paid or received by the offending person.
B-23
| Section XI | Reporting of Violations |
Every Supervised Person shall immediately report any violation of this Code to the Compliance Team, or in their absence, the General Counsel or a member of the Legal Team of the applicable Adviser. All reports will be treated confidentially and investigated promptly and appropriately. The Adviser will not retaliate against any Supervised Person who reports a violation of this Code in good faith and any retaliation constitutes a further violation of this Code. For additional information regarding the Advisers’ “whistleblower” protections, please see The Motley Fool Holdings Code of Foolish Conduct. The Compliance Team will keep records of any violation of this Code, and of any action taken as a result of the violation.
| Section XII | Administration and Construction |
| (A) | The Compliance Team shall be responsible for the administration of this Code. |
| (B) | The duties of the Compliance Team are as follows: |
| (1) | Maintain current lists of the names of all Supervised Persons and Access Persons with an appropriate description of their title or employment, including a notation of any directorships held by Access Persons who are partners, members, officers, or employees of an Adviser or of any company that controls the Adviser, and the date each such person became an Access Person; |
| (2) | On an annual basis, providing each Supervised Person of an Adviser with a copy of this Code and informing such persons of their duties and obligations hereunder; |
| (3) | Obtaining the certifications and reports required to be submitted by Access Persons under this Code and reviewing the reports submitted by Access Persons; |
| (4) | Maintaining or supervising the maintenance of all records and reports required by this Code; |
| (5) | Preparing listings of all securities transactions reported by Access Persons and reviewing such transactions against a listing of transactions effected by the Adviser on behalf of Clients; |
| (6) | Issuance, either personally or with the assistance of the Legal Team as may be appropriate, of any interpretation of this Code which may appear consistent with the objectives of Rule 204A-1 and this Code; and |
| (7) | Conduct inspections or investigations as shall reasonably be required to detect and report, with recommendations, any apparent violations of this Code to the applicable Adviser; and |
| (8) | Report a material violation of this Code as part of the Quarterly Compliance Report. |
B-24
| (C) | The Compliance Team shall maintain and cause to be maintained in an easily accessible place, the following records: |
| (1) | A copy of this Code and any other codes of ethics adopted pursuant to Rule 204A-1 by the Advisers for a period of five (5) years; |
| (2) | A record of each violation of this Code and any other code specified in (C)(1) above, and of any action taken as a result of such violation for a period of not less than five (5) years following the end of the fiscal year of the Adviser, as applicable, in which the violation occurred; |
| (3) | A copy of each report made pursuant to this Code and any other code specified in XII(C)(1) above, by an Access Person or the CCO or Compliance Team, for a period of not less than five (5) years from the end of the fiscal year of the Adviser in which such report or interpretation was made or issued, the most recent two (2) years of which shall be kept in a place that is easily accessible; |
| (4) | A list of all persons, currently or within the past five (5) years, who are or were required to make reports pursuant to Rule 17j-1, Rule 204A-1 and this Code or any other code specified in (C)(1) above, or who are or were responsible for reviewing such reports; and |
| (5) | A record of any decision, and the reasons supporting the decision, to approve any investment in an Initial Public Offering or a Limited Offering by Access Persons or to make a permitted exception to any provision of this Code, for at least five (5) years after the end of the fiscal year in which such approval was granted. |
| Section XIII | Confidentiality and Privacy Policies |
The protection of confidential business information is vital to the interests and the success of each Adviser. Employees may not disclose to third parties, or use for their own personal benefit, any information regarding:
| ● | Advice to Clients; |
| ● | Securities or other investment positions held by the Adviser or its Clients; |
| ● | Transactions on behalf of the Adviser or its Clients; |
| ● | The name, address or other personal identification information of Clients or investors; |
| ● | Personal financial information of Clients or investors, such as annual income, net worth or account information; |
| ● | Investment and trading systems, models, processes and techniques used by the Adviser; |
| ● | Advisers’ business records, Client files, personnel information, financial information, Client agreements, supplier agreements, leases, software, licenses, other agreements, computer files, business plans, analyses; |
| ● | Any other non-public information or data furnished to the Employee by the Adviser or any Client or investor in connection with the business of the Advisers or such Client or investor; or |
| ● | Any other information identified as confidential or which the Employee may otherwise be obligated to keep confidential. |
The information described above is the property of the Advisers and should be kept strictly confidential. Employees may not disclose any such information to any third party without the permission of the CCO or another authorized officer of the Advisers, except for a purpose properly related to the business of the Advisers or a Client of the Advisers (such as to a Client’s independent accountants or administrator) or as required by law.
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This MFAM and Motley Fool Funds Trust Code was adopted on March 25, 2009.
This Code, as amended, was approved by the Board of Trustees of the Trust at a meeting held on January 30, 2012; September 15, 2015 (Joint Code with MFWM); December 7, 2016 (Joint Code). On December 23, 2016, the Trust ceased to exist and the Funds became part of the RBB Funds, Inc, a series trust. The board of RBB Funds, Inc. first adopted this Code on September 22, 2016, and approved a subsequent version of the Code in January 2018.
This Code, as amended, was approved by MFAM on January 30, 2012; September 15, 2015 (Joint Code with MFWM), October 15, 2016 (Joint Code); August 2017 (remove Trust); December 2017; October 2022; January 2023 (Consolidated MFWM, MFAM and 1623). January 2025 (removed 1623 Capital).
The MFWM Code was adopted July 2014.
This Code, as amended, was approved by MFWM on December 2014; September 15, 2016 (Joint Code with MFAM and Trust); October 15, 2016 (Joint Code); August 2017 (remove Trust); December 2017; October 2022; January 2023 (Consolidated MFWM, MFAM and 1623). January 2025 (removed 1623 Capital).
The 1623 Capital Code was adopted January 2023, replacing the Adviser’s previously effective code of ethics. The predecessor 1623 Code was adopted on August 26, 2019, and subsequent versions were approved by 1623 Capital on June 10, 2020, October 5, 2020, October 5, 2021, November 4, 2022. January 2025 (1623 Capital ceased operations in 2024 and is no longer included in the Code of Ethics).
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Anthony Capital Management, LLC |
December 2024 Code of Ethics |
Anthony Capital Management, LLC
Code of Ethics
December 2024
THIS MANUAL IS THE PROPERTY OF ANTHONY CAPITAL MANAGEMENT, LLC AND MUST BE RETURNED BY AN EMPLOYEE UPON THE EMPLOYEE’S TERMINATION OF EMPLOYMENT. THE CONTENTS OF THIS MANUAL ARE CONFIDENTIAL, AND MUST NOT BE REVEALED TO THIRD PARTIES.
Anthony Capital Management, LLC |
December 2024 Code of Ethics |
TABLE OF CONTENTS
| 1 | INTRODUCTION | 4 | ||
| 2 | OVERSIGHT OF THE CODE OF ETHICS | 5 | ||
| 2.1 | Acknowledgement of the Code | 5 | ||
| 2.2 | Reporting Violations | 5 | ||
| 2.3 | Material Violations | 5 | ||
| 2.4 | Sanctions for Failure to Comply with the Code of Ethics | 5 | ||
| 2.5 | CCO’s Preclearance Requests | 5 | ||
| 3 | EMPLOYEE SUPERVISION | 5 | ||
| 4 | CONFLICTS OF INTEREST GENERALLY | 6 | ||
| 5 | GIFTS AND ENTERTAINMENT | 6 | ||
| 5.1 | Introduction | 6 | ||
| 5.2 | Gifts and Entertainment Policy | 6 | ||
| 5.3 | Permissible Gifts and Entertainment | 7 | ||
| 5.4 | Pre-Approval of Gifts | 7 | ||
| 5.5 | Pre-Approval of Entertainment | 8 | ||
| 5.6 | Reporting of Gifts and Entertainment | 8 | ||
| 5.7 | Government Officals | 8 | ||
| 6 | ANTI-BRIBERY POLICY AND PROCEDURES | 8 | ||
| 6.1 | Anti-Bribery Policy | 8 | ||
| 6.1.1 | Foreign Corrupt Practices Act | 8 | ||
| 6.1.2 | FCPA Red Flags | 9 | ||
| 6.1.3 | Preclearance Requirement | 9 | ||
| 7 | POLITICAL CONTRIBUTIONS AND PAY TO PLAY | 9 | ||
| 7.1 | Introduction | 9 | ||
| 7.2 | Pay to Play Policy | 10 | ||
| 7.3 | New Employee Certification | 10 | ||
| 8 | PERSONAL TRADING POLICY | 10 | ||
| 8.1 | General Policy | 10 | ||
| 8.2 | Definition of Covered Account | 10 | ||
| 8.3 | Definition of Non-Discretionary Account | 11 | ||
| 8.4 | Definition of Reportable Security | 11 | ||
| 8.5 | Reporting of Employee’s Holdings and Transactions | 12 | ||
| 8.5.1 | Initial Holdings Report | 12 | ||
| 8.5.2 | Annual Holdings Report | 12 | ||
| 8.5.3 | Duplicate Brokerage Statements (Quarterly Transaction Report) | 12 | ||
| 8.5.4 | New Accounts | 12 | ||
| 8.6 | Cryptocurrency Trades | 12 | ||
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December 2024 Code of Ethics |
| 8.7 | Exemption from Reporting on Automatic Investment Plans | 13 | ||
| 8.8 | Limited Offerings | 13 | ||
| 8.9 | Limited Offerings Policy Quarterly Compliance Attestation | 13 | ||
| 8.10 | Initial Public Offerings (“IPOs”) | 13 | ||
| 8.11 | Specific Account Exemptions | 13 | ||
| 8.12 | Review and Retention of Reports | 13 | ||
| 8.12.1 | Escalation of Violations and Sanctions | 14 | ||
| 8.12.2 | Confidentiality | 14 | ||
| 8.13 | The Restricted List | 14 | ||
| 9 | OUTSIDE BUSINESS ACTIVITIES | 14 | ||
| 9.1 | Outside Business Activities Policy | 14 | ||
| 9.2 | Family Member’s Conflicts of Interest | 15 | ||
| 9.3 | Outside Business Activities Policy Quarterly Compliance Attestation | 15 | ||
| 10 | INSIDER TRADING | 15 | ||
| 10.1 | Introduction | 15 | ||
| 10.2 | Penalties for Insider Trading | 15 | ||
| 10.3 | Important Definitions | 16 | ||
| 10.3.1 | Nonpublic Information | 16 | ||
| 10.4 | Material Information | 16 | ||
| 10.4.1 | Insider and Temporary Insider | 16 | ||
| 10.4.2 | Tipper / Tippee Liability | 16 | ||
| 10.5 | Breach of Duty | 16 | ||
| 10.6 | Adviser’s Insider Trading Policy | 16 | ||
| 10.7 | Procedures Designed to Detect and Prevent Insider Trading | 17 | ||
| 10.7.1 | Procedures Governing Communication with Third Parties | 17 | ||
| 10.7.2 | Procedures Governing Formal and Informal Confidentiality Agreements | 18 | ||
| 10.7.3 | Required Pre-Approval for Service as a Director on a Creditor’s Committee or in a Similar Capacity | 18 | ||
| 10.8 | Insider Trading Policy Quarterly Compliance Attestation | 18 | ||
| 10.9 | Compliance Responsibilities | 18 | ||
| 11 | WHISTLEBLOWER POLICY | 19 | ||
| 11.1 | Introduction | 19 | ||
| 11.2 | Non-Retaliation Policy | 19 | ||
| 11.3 | SEC’s Whistleblower Program | 20 | ||
| Appendix A – Employee Acknowledgement of Receipt and Compliance Attestation | 21 | |||
| Appendix B – New Employee Political Contribution Disclosure Form | 22 | |||
| Appendix D – Initial/Annual Holdings Report | 25 | |||
| Appendix E – Limited Offerings Participation Request Form | 27 | |||
| Appendix F – Outside Business Activity Pre-Approval and Insider Disclosure Statement | 28 | |||
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Anthony Capital Management, LLC |
December 2024 Code of Ethics |
INTRODUCTION
Rules 204A-1 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and Rule 17j-1 under the Investment Companies Act of 1940, as amended (the “’40 Act”), ( the “Code of Ethics Rules” require investment advisers registered with the U.S. Securities and Exchange Commission (“SEC”) to adopt a written code of ethics. Anthony Capital Management, LLC (“Anthony Capital” or the “Adviser”) has adopted this Code of Ethics (the “Code”) to establish Anthony Capital’s and each Employee’s fiduciary duty to the sub-advised public fund (the “Fund”) and the investors in the Fund, collectively referred to herein as the “Clients.” The Code also addresses certain possible conflicts of interest and includes Anthony Capital’s personal trading policy. The Code should be read in conjunction with Anthony Capital’s Supervisory Procedures and Compliance Manual (the “Manual”).
This Code sets forth standards of conduct expected for “Supervised Persons,” i.e., any partner, officer, director (or other person occupying a similar status or performing similar functions), or employee of the Adviser or any other person who provides investment advice on the Adviser’s behalf and is subject to the Adviser’s supervision and control (hereafter, an “Employee”).
The following standards of business conduct will govern the interpretation and administration of this Code:
| ● | The interests of the Clients must be placed first at all times; |
| ● | All investment transactions (including personal investment transactions) must be conducted consistent with this Code, and in such a manner as to avoid any actual or potential conflict of interest, or any abuse of an Employee’s position of trust and responsibility; |
| ● | Employees must not misrepresent Anthony Capital or their role within the Adviser; |
| ● | Employees should not take inappropriate advantage of their positions with Anthony Capital; and |
| ● | Employees must comply with all applicable federal securities laws. 1 |
The Code is designed to cover a variety of circumstances and conduct. However, no policy or procedure can anticipate every possible situation. Consequently, Employees are expected not only to abide by the letter of the Code, but also to aspire to its spirit by upholding Anthony Capital’s fundamental ideals that include integrity, honesty and trust.
Anthony Capital may modify any or all of the policies and procedures set forth in the Code. Should revisions be made, Employees will receive written notification from Stephen Henderlite, the Chief Compliance Officer (the “CCO”). The CCO may delegate the day-to-day management of certain of his/her compliance duties under the Code to another qualified Employee. In addition, the Adviser has engaged the services of an independent compliance consulting Adviser, Optima Partners LLC (“Optima”), to assist the CCO with the management of the CCO’s compliance duties.
| 1 | Federal Securities Laws means: the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Advisers Act of 1940, the Investment Company Act of 1940, Title V of the Gramm-Leach-Bliley Act and any rules adopted by the SEC under any of these statutes; and the Bank Secrecy Act as it applies to funds and investment advisers and any rules adopted thereunder by the SEC or the Department of the U.S. Treasury. |
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Anthony Capital Management, LLC |
December 2024 Code of Ethics |
The Code should be kept by each Employee for future reference and its guidelines should be made an active part of the Employee’s normal course of business. In the event that an Employee has any questions regarding his or her responsibilities under the Code, he or she must contact the CCO.
| 1 | OVERSIGHT OF THE CODE OF ETHICS |
| 1.1 | Acknowledgement of the Code |
Each Employee must execute and return to the CCO the “Employee Acknowledgement of Receipt and Compliance Attestation” form attached hereto as Appendix A, upon hire and annually thereafter, certifying that he or she has read and understands the Code’s contents.
| 1.2 | Reporting Violations |
All Employees must promptly report any violations of the Code and any federal securities laws to the CCO.
| 1.3 | Material Violations |
A material code of ethics (the “Code”) violation means a breach of the Code that raises relatively serious issues that suggest the possibility of a violation of the securities laws, particularly Section 17(j) of the Investment Company Act of 1940 and Rule 17j-1 thereunder or Section 206 of the Investment Advisers Act of 1940. The triggering event can vary based on the specific facts and circumstances of a situation, but may include issues such as insider trading, front running, short-term trading, market timing or other circumstances or patterns of incidents or transactions or a series of minor violations which in their aggregate may constitute a serious violation.
| 1.4 | Sanctions for Failure to Comply with the Code of Ethics |
If it is determined that an Employee has committed a violation of the Code, Anthony Capital may impose sanctions and/or take other action as deemed appropriate. These actions may include, among other things, disgorgement of profits, criminal or civil penalties, a letter of caution or warning, suspension or termination of employment, and/or notification to the SEC of the violations.
| 1.5 | CCO’s Preclearance Requests |
In all circumstances requiring pre-clearance under the Code, the President will provide written pre-approval to the CCO.
| 2 | EMPLOYEE SUPERVISION |
Pursuant to Advisers Act Section 203(e), if an investment adviser fails to reasonably supervise an employee and that person violates the Federal Securities Laws, then the SEC may censure, limit the activities of, or revoke, the registration of the investment adviser. However, Section 203(e)(6) states that an investment adviser will not be deemed to have failed to reasonably supervise any person if the adviser has: (i) established procedures and a system for applying such procedures, that would reasonably be expected to prevent and detect, insofar as practicable, any such violation by such other person; and (ii) reasonably discharged the duties and obligations incumbent upon it by reason of such procedures and system without reasonable cause to believe that such procedures and system were not being complied with.
The Adviser takes seriously its obligation to supervise its Employees. Accordingly, the Adviser’s “Compliance Program,” which is comprised of the policies and procedures contained in the Manual and this Code, is designed to ensure that it reasonably supervises its Employees with a view to preventing violations of the Advisers Act and its rules, as well as other applicable Federal Securities Laws. The Adviser expects each Employee who acts in a supervisory capacity to oversee any other Employee under his or her supervision in a manner consistent with the policies and procedures contained in the Compliance Program. the Adviser’s management shall have overall responsibility for assigning supervisory responsibility. Any questions regarding the scope of this expectation should be brought to the attention of the CCO or the President.
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Anthony Capital Management, LLC |
December 2024 Code of Ethics |
Where CCO (or other managerial) approval is required for the Adviser or an Employee to take certain actions, the CCO (or such other person) may deny or withhold approval if, in the CCO’s (or such other person’s) good faith determination, the proposed action by the Employee would not be in the best interests of the Adviser and its Clients, or would otherwise violate applicable policies and procedures, contractual restrictions or laws and regulations.
The Adviser routinely retains an independent third-party Adviser that conducts routine background checks on prospective employees (for example, confirming employment histories, disciplinary records, financial background and credit information) and contacts personal references. In addition, the Adviser will not employ persons with a prior disciplinary history (for example, discipline regarding misappropriation, unauthorized trading, forgery, bribery or making unsuitable recommendations). However, should the Adviser employ a person with a disciplinary history, the Adviser will implement additional procedures so that the Adviser is able to identify any misconduct by such person.
| 3 | CONFLICTS OF INTEREST GENERALLY |
It is the Adviser’s policy generally that all Employees act in good faith and in the best interests of our clients. To this end, Employees must not put themselves or the Adviser in a position that would create even the appearance of a conflict of interest. If you have any doubts or questions about the appropriateness of any interests or activities, you should contact the CCO. Any interest or activity that might constitute a conflict of interest under this Code must be fully disclosed to the CCO so that a determination may be made whether such interest or activity should be disclosed to Clients, disposed of, discontinued or limited. The following sections of this Code are designed to address the material conflicts of interest that Employees can expect to encounter in fulfilling their responsibilities to the Adviser.
| 4 | GIFTS AND ENTERTAINMENT |
| 4.1 | Introduction |
It is Anthony Capital’s policy generally that all Employees act in good faith and in the best interests of the Adviser. To this end, Employees must not put themselves or the Adviser in a position that would create even the appearance of a conflict of interest. If you have any doubts or questions about the appropriateness of any interests or activities, you should contact the CCO. Any interest or activity that might constitute a conflict of interest under this Code must be fully disclosed to the CCO so that a determination may be made as to whether such interest or activity should be disclosed to Clients, disposed of, discontinued or limited.
| 4.2 | Gifts and Entertainment Policy |
Employees giving or receiving gifts or entertainment to individuals or Advisers with whom the Adviser does, or is likely to do, business with may give the appearance of a conflict of interest. This policy does not govern gifts and entertainment outside of business or potential business activities of the Adviser. Anthony Capital’s “Gifts and Entertainment Policy” distinguishes between a “Gift” and “Entertainment.” Gifts are items (or services) of value that a third party provides to an Employee (or an Employee to a third party) where there is no business communication involved in the enjoyment of the gift. Entertainment contemplates that the giver participates with the recipient in the enjoyment of the item or service. Entertainment is only appropriate when used to foster and promote business relationships for the Adviser. Meals and entertainment customarily associated with ethical business practices and cannot be reasonably interpreted by others as constituting an inducement to take a particular action is acceptable. If an Employee believes the meal or entertainment might be excessive, he or she must obtain pre-approval from their supervisor and the CCO.
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Anthony Capital Management, LLC |
December 2024 Code of Ethics |
Solicitation of Gifts and/or Entertainment from individuals or Advisers with whom Anthony Capital does, or is likely to do, business with is unprofessional and is strictly prohibited. Employees also are prohibited from directly or indirectly making, soliciting or accepting any loans (for example, crowdfunding loans) other than accepting arms’ length personal loans from a recognized lending institution made in the ordinary course of business on usual and customary terms.
As set forth in Section 5.6 below, any proposed gift or entertainment involving government officials requires Compliance pre-approval.
| 4.3 | Permissible Gifts and Entertainment |
Employees may give or receive Gifts or Entertainment with the value of $250 or over in the aggregate during the course of a calendar year to or from anyone with whom Anthony Capital has or is likely to have any business dealings. Additionally, all gifts of $150 or over, given or received, should be reported to and pre-approved (for those gifts given by an Employee) to the CCO and must fall within the following parameters, gifts must be:
| ● | Meals and Entertainment customarily associated with ethical business practices and cannot be reasonably interpreted by others as constituting an inducement to take a particular action is acceptable. |
| ● | Meals that are provided on-site for Employees to share by a person or firm with whom the Adviser has or is likely to have business dealings do not require reporting. |
| ● | Items that have been branded with a company’s logo, such as pens, golf balls, tote bags, etc. are considered to not have the intrinsic value of the gift pre-branding and therefore do not count towards the gift limits UNLESS the gift is clearly of high value (over $250). Please contact the CCO if you require clarification on a case-by-case basis. |
| ● | A reasonable business gift (not to exceed $250 in the aggregate over the course of a calendar year) given to an Employee from a business or corporate gift list on the same basis as other recipients of the sponsor and not personally selected for an Employee (e.g., holiday gifts). |
| ● | From a sponsor to celebrate or acknowledge a transaction or event that are given to a wide group of recipients and not personally selected for an Employee (e.g., closing dinner gifts, gifts given at an industry conference or seminar). |
| ● | Employees may receive wedding, graduation or similar types of gifts from Clients that in some cases may be difficult to return to the sender. As stated above, all gifts should be reported to the CCO and the CCO will consider such gifts on a case-by-case basis and make a determination whether such gifts present a conflict of interest in light of the overall relationship with the Client. |
| 4.4 | Pre-Approval of Gifts |
Employees may not give or receive gifts with a value of $250 or over in the aggregate during the course of a calendar year to or from anyone or Adviser with whom Anthony Capital has or is likely to have business dealings, unless pre-approved by the CCO. Employees may not give or accept an invitation from such parties that involves Entertainment that is excessive or not usual or customary. If an Employee is unable to judge the value of a Gift, whether a Gift is considered a cash equivalent, or believes that the Gift may be excessive, he or she must contact the CCO for guidance.
Gifts to charity at the request of Clients are not permissible. Furthermore, an Employee may under no circumstances receive or give cash or cash equivalent gifts, such as gift cards, gift certificates, or any item that can be used as, or alongside, hard currency, and must forfeit such Gifts to the CCO who will decide the best course of action for disposing of the Gift which may include, but is not limited to, returning the Gift to the giver or donating the Gift to charity.
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Anthony Capital Management, LLC |
December 2024 Code of Ethics |
| 4.5 | Pre-Approval of Entertainment |
As a general rule, Employees may not accept an invitation that involves entertainment that is excessive (significantly over $250) or not usual and customary. If an Employee believes the meal or entertainment might be excessive, he or she must obtain pre-approval from the CCO. This includes, but is not limited to the attendance at sporting events, theater/art events, conferences or similar events.
If an Employee believes the Entertainment might be excessive or extravagant, it should be reported to the CCO. Spouses and other family members may at times attend Entertainment events. Trends, unusually high frequency and the value of such situations should be monitored by the Employee to ensure that actual or apparent conflicts of interest are avoided. Employees are required to notify the CCO if any family members will be attending an Entertainment event.
| 4.6 | Reporting of Gifts and Entertainment |
Each Employee must notify the CCO promptly upon receiving or prior to giving a Gift or invitation for Entertainment. The CCO is responsible for recording the information on the Gift and Entertainment Log. In addition, Employees will be required to complete Quarterly Compliance Attestations to confirm that they are complying with Anthony Capital’s Gifts and Entertainment Policy. Additionally, all cash and cash equivalent gifts must be forfeited to the CCO who will decide the best course of action of disposing of the gift, which may include, but is not limited to, returning the Gift to the giver or donating the gift to charity.
| 4.7 | Government Officals |
Given enhanced regulatory scrutiny as well as jurisdictional considerations with respect to government engagement, any Gift or Entertainment given to or received from a government official requires pre-approval by the CCO.
| 5 | ANTI-BRIBERY POLICY AND PROCEDURES |
| 5.1 | Anti-Bribery Policy |
Anthony Capital’s “Anti-Bribery Policy” prohibits Employees from offering payments, or anything else of value, to a government official that will assist the Adviser in obtaining or retaining business or securing any improper business advantage, including making, promising or offering bribes to maintain existing business relationships or operations. Anyone at the Adviser found to be violating Anthony Capital’s Anti-Bribery Policy will be subject to disciplinary action, which may include termination. Anthony Capital requires all Employees to report any suspicious activity that may violate the Anti-Bribery Policy to the CCO. An Employee’s failure to report known or suspected violations may itself lead to disciplinary action.
| 5.1.1 | Foreign Corrupt Practices Act |
The U.S. Foreign Corrupt Practices Act (“FCPA”) prohibits individuals and companies from corruptly making or authorizing an offer, payment or promise to pay anything of value to a foreign official2 for the purpose of influencing an official act or make a decision in order to obtain or retain business. The FCPA applies to all foreign officials and all employees of state-owned enterprises.
| 2 | A “foreign official” includes: any officer or employee of or person acting in an official capacity for or on behalf of a foreign government or any department, agency, or instrumentality thereof, or of a public international organization; any employee or official of any court system, government regulatory or financial bodies, state-owned or controlled enterprises, and sovereign wealth funds; and foreign political parties and candidates for office. |
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The definition of foreign official is broadly interpreted by the SEC and the U.S. Department of Justice both of whom enforce the FCPA’s prohibitions.
Under the FCPA, both the Adviser and its individual Employees can be criminally liable for payments made to agents or intermediaries “knowing” that some portion of those payments will be passed on to (or offered to) a foreign official. The knowledge element required is not limited to actual knowledge, but includes “consciously avoiding” the high probability that a third party representing the Adviser will make or offer improper payments to a foreign official.
| 5.1.2 | FCPA Red Flags |
Investment advisers that engage foreign agents are expected to be attuned to any “red flags” in connection with the relationship, which may include:
| ● | The foreign country’s reputation for corruption; |
| ● | Requests by a foreign agent for offshore or other unusual payment methods; |
| ● | Refusal of a foreign agent to certify that it will not make payments that would be unlawful under the FCPA; |
| ● | An apparent lack of qualifications; |
| ● | Non-existent or non-transparent accounting standards; and |
| ● | Whether the foreign agent comes recommended or “required” by a government official. |
Sanctions for violating the FCPA may include fines for the Adviser and individuals and jail terms for individuals.
| 5.1.3 | Preclearance Requirement |
Employees are prohibited from giving anything of value to a foreign official without the CCO’s written pre-approval.
| 6 | POLITICAL CONTRIBUTIONS AND PAY TO PLAY |
| 6.1 | Introduction |
The Advisers Act’s “Pay to Play Rule” restricts Anthony Capital and its Employees from making U.S. political contributions that may appear to be made for pay to play purposes, regardless of the Employee/contributor’s intent. The SEC uses the phrase “pay to play” to refer to arrangements whereby investment advisers make political contributions or related payments to government officials in order to be awarded with, or afforded the opportunity to compete for, contracts to manage the assets of public pension plans and other government accounts.
The Pay to Play Rule generally creates: (i) a 2-year time-out from receiving compensation for providing advisory services to a state and local government entity after political contributions have been made to government officials that are involved in awarding advisory contracts to manage the assets of state or local pension funds; (ii) a prohibition on soliciting or coordinating certain political contributions and/or payments, and (iii) a prohibition from paying certain third parties from soliciting state and local government entities.
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| 6.2 | Pay to Play Policy |
Anthony Capital’s “Pay to Play Policy” prohibits the Adviser and its Employees from making any contribution3 (i) to candidates running for U.S. state or local political office, (ii) to candidates running for U.S. federal office who currently hold a U.S. state or local political office, or (iii) to political parties or PACs that may contribute to such campaigns (collectively, a “Political Contribution”) without reporting to the CCO on a quarterly basis.
Anthony Capital will not make Political Contributions or otherwise endorse or support political parties or candidates (including through intermediary organizations such as PACs or campaign funds) with the intent of directly or indirectly influencing any investment management relationship. Under no circumstances may an Employee engage in any of the foregoing activities indirectly, such as by funneling payments through third parties including, for example, attorneys, family members, friends or companies affiliated with the Adviser as a means of circumventing the Pay to Play Rule.4 Employees will be required to complete Quarterly Compliance Attestations to confirm that they are complying with Anthony Capital’s Political Contributions policy.
| 6.3 | New Employee Certification |
When an individual is employed by Anthony Capital, the Adviser must “look back” to that Employee’s prior Political Contributions. If the Employee is involved in soliciting Clients for Anthony Capital, then the Adviser is required to look back at the Employee’s Political Contributions for two years. If the Employee is not involved in soliciting Clients for Anthony Capital, then the Adviser is only required to look back six months. The CCO will determine whether any such past Political Contribution will affect Anthony Capital’s business. Upon joining the Adviser, each new Employee must complete a “New Employee Political Contribution Disclosure Form” (attached hereto as Appendix B).
| 7 | PERSONAL TRADING POLICY |
| 7.1 | General Policy |
Pursuant to the Code of Ethics Rules, Anthony Capital has adopted the following “Personal Trading Policy.”
| 7.2 | Definition of Covered Account |
This policy applies to all “Covered Accounts” of Employees, including accounts maintained by or for:
| ● | The Employee’s spouse or domestic partner (except a spouse or partner with a valid separation/divorce decree) and minor children; |
| ● | The Employee’s immediate family members5 sharing the same household; |
| 3 | “Contribution” is broadly defined and means the giving of anything of value in connection with any election for U.S. state, local or federal office (if the candidate running for U.S. federal office currently holds a U.S. state or local political office), including Contributions to any candidate for political office, political party or political action committee. Reportable Contributions include any gift, subscription, loan, advance, deposit of money, or anything of value (regardless of to whom paid) made for the purpose of influencing any election, satisfying any debt incurred in connection with any such election, or paying the transition or inaugural expenses of a successful candidate, and any solicitation or coordination of the making of any of the foregoing contributions or payments to a political party (including fundraising activities). |
| 4 | The Pay to Play Rule contains a “catch-all” provision that prohibits indirect acts, which if done directly would violate the Rule. |
| 5 | “Immediate family member” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law. |
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| ● | Any persons to whom the Employee provides primary financial support and either (i) whose financial affairs are managed by the Employee or (ii) for whom the Employee holds discretionary authority over financial accounts; and |
| ● | Any accounts for entities in which the Employee has a 25% or greater beneficial interest or exercises effective control. |
It is the Employee’s responsibility to ensure that his or her spouse, family members sharing the same household and persons to whom the Employee provides primary financial support are aware of this policy and adhere to it.
| 7.3 | Definition of Non-Discretionary Account |
A “Non-Discretionary Managed Account” is an account over which the Employee has no direct or indirect influence or control. This includes accounts for which an Employee has granted full investment discretion to an outside broker-dealer, bank, investment manager, or financial adviser. For an Employee to claim this status, sufficient documentation must be provided to the CCO to illustrate the investment relationship.
Non-Discretionary Managed Accounts are not deemed to be Covered Accounts for the purposes of this policy. However, pursuant to Section 9.13 below, Employees will be required to disclose such accounts in their Holdings reports and provide periodic attestation to the Non-Discretionary Managed nature of the account.
| 7.4 | Definition of Reportable Security |
“Reportable Securities” include a wide variety of investments such as bonds, fixed income, options, warrants, futures, currencies, and derivatives. A Reportable Security also includes all Exchange Traded Funds (“ETFs”) and Exchange Traded Notes (“ETNs”). A Reportable Security does not include (a “Non-Reportable Security”):
| ● | Transactions and holdings in direct obligations of the U.S. government; |
| ● | Money market instruments defined as bankers' acceptances, bank certificates of deposit, commercial paper, repurchase agreements and other high quality short-term debt instruments; |
| ● | Shares issued by money market funds; |
| ● | Shares issued by open-end funds (mutual funds); provided that such funds are not advised by the Adviser or an affiliate and such fund’s advisor or principle underwriter is not controlled or under common with the Adviser; and |
| ● | Units of a unit investment trust; if the unit investment trust is invested exclusively in one or more open-end funds, provided that such funds are not advised by the Adviser or an affiliate and such fund’s adviser or principle underwriter is not controlled or under common control with the Adviser. |
Employees are permitted to trade Non-Reportable Securities and, with the exception of providing disclosure of all brokerage accounts held at the time of joining the Adviser and annually (see Appendix D-2, “Non-Reportable Securities Holdings”), Employees are not required to report trades of Non-Reportable Securities.
Employees are permitted to trade single name securities such as stocks and ETFs without pre-approval. However, the Adviser will not allow excessive trading or day trading in and out of security positions. The CCO will review the Adviser’s trading on at least a quarterly basis to confirm that all Employees have followed the requirements of this sections.
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| 7.5 | Reporting of Employee’s Holdings and Transactions |
Employees are required to periodically report their personal securities transactions and holdings to the CCO. Upon commencement of employment with the Adviser, Employees must provide the CCO with the names of any brokerage Advisers or banks where the Employee has an account in which any securities, futures or commodities are held, or could be held. This includes, but is not limited to, 401(k), IRA and 529 account plans.
| 7.5.1 | Initial Holdings Report |
Each new Employee must provide the CCO with an “Initial Holdings Report” attached hereto as Appendix D for Covered Accounts and Non-Discretionary Managed Accounts, as well as any Limited Offerings holdings.6 The Initial Holdings Report must be submitted within ten (10) days of his or her commencement of employment and the report must be current as of a date not more than 45 days prior to the individual being hired.
| 7.5.2 | Annual Holdings Report |
Each Employee must provide the CCO with an “Annual Holdings Report” (and, together with the Initial Holdings Report, the “Holdings Reports”) attached hereto as Appendix D for disclosing Covered Accounts and Non-Discretionary Managed Accounts, as well as any Limited Offerings, containing the same information required in the Initial Holdings Report as described above. The Annual Holdings Report must be submitted by February 14 and must be current as of a date not more than 45 days prior to the date that the Annual Holdings Report is submitted.
| 7.5.3 | Duplicate Brokerage Statements (Quarterly Transaction Report) |
Under the Code of Ethics Rule, Anthony Capital is required to obtain a “Quarterly Transaction Report” from its Employees. However, the Code of Ethics Rule permits Employees to submit brokerage statements in lieu of the Quarterly Transaction Report. Therefore, Anthony Capital requires Employees to instruct their brokerage Adviser(s) to submit duplicate brokerage account statements for all Covered Accounts directly to the CCO. In the event that an Employee’s brokerage Adviser does not submit the Employee’s brokerage statements directly to the CCO, Employees are required to provide the CCO with copies of their monthly or quarterly brokerage account statements relating to each Covered Account. Brokerage statements must be received within 30 days of the end of the calendar quarter.
| 7.5.4 | New Accounts |
Employees must notify the CCO promptly (but in any event within ten (10) business days) in writing (email will suffice) if the Employee opens any new account with a brokerage Adviser or custodian, or moves an existing account to a different brokerage Adviser or custodian.
| 7.6 | Cryptocurrency Trades |
Employees are permitted to trade cryptocurrencies7 subject to the CCO’s pre-approval. The CCO will be the sole determinant of whether a virtual currency qualifies as a “Cryptocurrency” for purposes of this policy. All Cryptocurrency transactions are subject to a minimum holding period of at least 30 days.
| 6 | “Limited offering” means an offering that is exempt from registration pursuant to Section 4(2) or Section 4(6), or pursuant to Rule 504, Rule 505, or Rule 506, under the Securities Act of 1933. |
| 7 | “Cryptocurrencies” use cryptographic protocols, or extremely complex code systems that encrypt sensitive data transfers, to secure their units of exchange. An example of a cryptocurrency is “Bitcoin.” |
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| 7.7 | Exemption from Reporting on Automatic Investment Plans |
An Employee is required to submit a Quarterly Transaction Report with respect to transactions effected pursuant to an “Automatic Investment Plan.”8
| 7.8 | Limited Offerings |
Pursuant to Anthony Capital’s “Limited Offerings Policy,” Employees and their immediate family members must obtain the CCO’s written pre-approval before entering into “Limited Offerings,” also known as private placements, using the form attached hereto as Appendix E. Limited Offerings include investments in private investment partnerships, interests in oil and gas ventures, real estate syndications, participations in tax shelters, and shares issued prior to a public distribution.
Prior to making the initial or any follow-on investment, the Employee must arrange for the CCO to review and obtain any private placement memorandum, subscription agreements or other like documents pertaining to the investment. Where confirmations and statements or other like documents are not available from the issuer, the Employee must promptly inform the CCO of any changes in the investment and provide the CCO with a brief written yearly update.
Employees will be required to complete Quarterly Compliance Attestations to confirm that they are complying with Anthony Capital’s Limited Offerings Policy.
| 7.9 | Limited Offerings Policy Quarterly Compliance Attestation |
Employees are required to complete a Quarterly Compliance Attestation to confirm that they are complying with the Limited Offerings Policy.
| 7.10 | Initial Public Offerings (“IPOs”) |
The Code of Ethics Rule prohibits investing in IPOs.
| 7.11 | Specific Account Exemptions |
Any Employee who wishes to seek an exemption of a specific Covered Account from coverage under the Code must contact the CCO for an exemption/waiver request. The CCO will make a determination of whether such exemption/waiver would be in the best interests of the Adviser’s Clients. The CCO will prepare a written memorandum of any exemption/waiver granted, describing the circumstances of, and reasons for, the exemption/waiver.
With respect to Non-Discretionary Managed Accounts, Employees will be required to submit an attestation regarding the non-discretionary nature of the account(s) at inception of the employee’s employment or the account, whichever occurs first. Attestations to the nature of the account will be required no less frequently than annually.
| 7.12 | Review and Retention of Reports |
The CCO shall review the Holdings Reports, duplicate brokerage statements (in lieu of Quarterly Transaction) Reports and any successful pre-approval forms to determine whether any violations of Anthony Capital’s policies or of the applicable securities laws have occurred. If there are any discrepancies between holdings reports, transaction reports or preclearance forms, the CCO shall contact the responsible Employee to resolve the discrepancy. If the Adviser determines that an Employee has violated the Code, such Employee may be subject to disciplinary action or restrictions on further trading. The CCO will review and discuss any issues with the PM on at least a quarterly basis.
| 8 | “Automatic investment plan” means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An automatic investment plan includes a dividend reinvestment plan. |
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| 7.12.1 | Escalation of Violations and Sanctions |
Upon the discovery of a violation of the procedures contained in this Code, the CCO or the Adviser may impose sanctions as deemed appropriate.
| 7.12.2 | Confidentiality |
The CCO and any other designated compliance personnel receiving reports of an Employee’s holdings and transactions under this Code will keep such reports confidential, except to the extent that Anthony Capital is required by law to disclose the contents of such reports to regulators.
| 7.13 | The Restricted List |
The CCO may place certain securities on a “Restricted List.” Employees are prohibited from personally, or on behalf of a Client, purchasing or selling securities that appear on the Restricted List. A security may be placed on the Adviser’s Restricted List for a variety of reasons including, but not limited to:
| ● | Anthony Capital or an Employee is in possession of material, nonpublic information (“MNPI”) about an issuer (see Section 10 – “Insider Trading”); |
| ● | An Employee is in a position, such as a member of an issuer’s board of directors, that may be likely to cause the Adviser or such Employee to receive MNPI; |
| ● | Anthony Capital has executed a non-disclosure or similar agreement with a specific issuer that restricts trading in that issuer’s securities; |
| ● | An Employee trading in the security may present the appearance of a conflict of interest or an actual conflict of interest; |
| ● | An investor relationship that involves a senior officer or director of an issuer, a “Value-Added Investor,” may present the appearance of a conflict of interest or an actual conflict of interest; |
| ● | Any Security which at the time of such transaction is: |
| – | (a) being considered for purchase or sale by a Client, |
| – | (b) being purchased or sold by a Client, or |
| – | (c) at the time of such proposed transaction, held for the account of one or more Clients. |
The CCO is responsible for maintaining the Restricted List and securities will remain on the Restricted List until such time as the CCO deems their removal appropriate. The Restricted List will be distributed to Employees no less frequently than quarterly and whenever updated.
| 8 | OUTSIDE BUSINESS ACTIVITIES |
| 8.1 | Outside Business Activities Policy |
Pursuant to Anthony Capital’s “Outside Business Activities Policy,” Employees must also obtain the CCO’s written pre-approval before engaging in outside business activities. An “Outside Business Activity” includes being (whether or not on behalf of the Adviser) an officer, director, limited or general partner, member of a limited liability company, employee or consultant of any non-Adviser entity or organization. Employees wishing to enter into or engage in an Outside Business Activity must obtain the required written approval using the “Outside Business Activity Pre-Approval and Insider Disclosure Statement” attached hereto as Appendix F. In addition, Employees will provide information about potential conflict of interest relationships.
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| 8.2 | Family Member’s Conflicts of Interest |
Employees have an ongoing responsibility to notify the Adviser about any special relationship that the Employee has with an Immediate Family Member9 (see Personal Trading Policy, Definition of Covered Account, above), regardless of whether the Immediate Family Member resides with the Employee.
Employees also must notify the CCO if an Immediate Family Member:
| ● | Is running for a board position or involved in a proxy contest at a public company; |
| ● | Conducts business with or works for an entity that conducts business with the Adviser; or |
| ● | Works for or on behalf of any newspaper, radio, television, magazine, Internet or other media organization. |
| 8.3 | Outside Business Activities Policy Quarterly Compliance Attestation |
Employees are required to complete a Quarterly Compliance Attestation to confirm that they are complying with the Outside Business Activities Policy.
| 9 | INSIDER TRADING |
| 9.1 | Introduction |
Insider trading is prohibited primarily by Section 10(b) and Rule 10b-5 of the Securities Exchange Act of 1934 (the “Exchange Act”). In addition, Section 204A of the Advisers Act requires investment advisers to adopt, maintain, and enforce written policies and procedures reasonably designed to prevent the misuse of material nonpublic information (“MNPI”) by the Adviser or any of its Employees or affiliates.
The term “Insider Trading” generally means one or more of the following activities (with definitions (capitalized terms) following):
| ● | Trading while in possession of MNPI received from an Insider; |
| ● | Trading while in possession of MNPI received from a Temporary Insider where the information (i) was disclosed by the Temporary Insider in violation of the Temporary Insider’s duty to keep the information confidential or (ii) was misappropriated by the Temporary Insider; |
| ● | Recommending the purchase or sale of securities while in possession of MNPI; or |
| ● | Communicating MNPI to others (i.e., “Tipping,” see below). |
| 9.2 | Penalties for Insider Trading |
Trading securities while in possession of MNPI or improperly communicating that information to others may expose an Employee and the Adviser to stringent penalties including fines and jail terms. The SEC can also recover profits gained or losses avoided through insider trading, impose a penalty of up to three times the illicit windfall, and issue an order permanently barring the Employee from the securities business. An Employee can also be sued by investors seeking to recover damages for Insider Trading. In addition, any violation of the Code’s Insider Trading Policy (see below) can be expected to result in serious sanctions by Anthony Capital, including termination of employment. In addition, under certain circumstances, the Adviser may also be liable for Insider Trading conducted by Employees and, even if the Adviser is not found guilty of insider trading, the reputational damage resulting from the allegation alone may cause the Adviser irreparable harm.
9 For purposes of the Outside Business Activities Policy, Immediate Family Members also include any partnership, corporation or other entity in which the Immediate Family Member has a 25% or greater beneficial ownership interest or in which the Employee exercises effective control.
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| 9.3 | Important Definitions |
| 9.3.1 | Nonpublic Information |
Information is considered nonpublic if it has not been broadly disseminated to investors in the marketplace. Direct evidence of dissemination is the best indication that information is “public,” for example, if the information has been made available to the public through publications of general circulation (i.e., The Wall Street Journal) or in a public disclosure document filed with the SEC (i.e., a Form 8K). There is no set time period between the information’s release and the time it is considered to be fully disseminated into the marketplace. The speed of dissemination depends on how the information was communicated.
| 9.4 | Material Information |
Information is material if there is a substantial likelihood that a reasonable investor would consider the information important in making an investment decision. This may include earnings information, merger and acquisition information, significant changes in assets, and significant new products or discoveries.
| 9.4.1 | Insider and Temporary Insider |
The term “Insider” is construed by the courts to refer to an individual or entity that, by virtue of a fiduciary relationship with an issuer of securities, has knowledge of, or access to, MNPI. This may include an officer, director or employee of a company, as well as any controlling shareholder. In addition, a person can be a “Temporary Insider” if he or she enters into a special confidential relationship in the conduct of a company’s affairs and, as a result, is given access to information. Temporary insiders include, among others, the Adviser’s attorneys, accountants, consultants, financial advisors, and lending officers, and the employees of these organizations. An Employee may be considered a Temporary Insider depending on the facts and circumstances.
| 9.4.2 | Tipper / Tippee Liability |
An Employee (the “Tipper”) who does not trade the security but learns of MNPI from an Insider or Temporary Insider, and then shares the MNPI with someone else (the “Tippee”) who then does trade that security, may be liable for the trading done by the Tippee. It therefore is important never to pass on MNPI to anyone else who may trade while in possession of MNPI or who may pass it on to others that may trade. The Tippee may be subject to liability for insider trading if the Tippee knows or should have known that the Tipper breached a duty of trust or confidence.
| 9.5 | Breach of Duty |
Insider Trading liability is premised on a breach of fiduciary duty, or similar relationship of trust or confidence. In addition to an Insider, the prohibition against Insider Trading can apply to a person even if that person has no employment with the issuer of the securities that are traded, such as a Temporary Insider.
| 9.6 | Adviser’s Insider Trading Policy |
Anthony Capital’s “Insider Trading Policy” applies to every Employee and extends to activities outside the scope of his or her duties at the Adviser. Anthony Capital forbids any Employee from engaging in any activities that would be considered illegal Insider Trading. Any questions regarding this Insider Trading Policy must be referred to the CCO.
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| 9.7 | Procedures Designed to Detect and Prevent Insider Trading |
Before trading on their own behalf or for others, each Employee should ask himself or herself the following questions regarding information in his or her possession:
| ● | Is the information nonpublic? Is the information material? If, after consideration of the above, an Employee believes that the information is material and nonpublic, or if an Employee has questions as to whether the information is material and nonpublic, he or she should take the following steps: |
| ■ | Report the potential MNPI immediately to the CCO; |
| ■ | Do not communicate the information inside or outside of the Adviser, other than to the CCO. |
| ■ | Do not purchase or sell the securities either on behalf of himself or herself or on behalf of others; and |
| ● | After the CCO has reviewed the issue, the Employee will be instructed either to continue the prohibition against communication and trading. |
Employees are required to refer to the following guidance and requirements for Employees in connection with situations that may result in the receipt of MNPI. Additionally, as discussed in Section 9 – “Personal Trading Policy,” Employees are required to disclose the existence and location of all personal trading accounts and to arrange for copies of all Covered Account brokerage statements to be sent from the outside financial institution to the Adviser’s CCO. Such statements will be reviewed by the CCO.
| 9.7.1 | Procedures Governing Communication with Third Parties |
When Employees communicate with third parties there is a risk that they may obtain MNPI that restricts the Adviser’s ability to purchase and sell securities. The Adviser has adopted specific procedures governing Employees’ interactions, which are designed to limit the Adviser’s inadvertent receipt of potentially restricting information and to alert the Adviser to any circumstance in which potentially restricting information has been conveyed to an Employee.
To help prevent unwanted receipt of MNPI, Employees generally should preface conversations with third parties with the statement that the Adviser (i) is a public investor, (ii) does not want to receive MNPI, (iii) will not agree to keep information confidential and (iv) will not agree to refrain from trading on that information (the Adviser will engage in its own, internal legal analysis on the lawfulness of any trading it contemplates and will comply with all legal requirements).10 If an Employee receives requests for the Adviser to participate in investment or trading activities that convey the receipt of non-public information about an issuer or its securities, they are expected to notify the CCO immediately. The CCO will assess the nature of the information conveyed or anticipated, and determine whether or not to add the issuer to the Restricted List. Solicitations to participate in a private investment in public equity (“PIPE”), when the PIPE has not been publicly announced, conveys MNPI since a company’s need for financing reflects generally on the company’s financial situation. These are to be alerted to the CCO immediately so that the issuer can be added to the Restricted List.
| 10 | Conversations that Employees may have about a public company with the senior management of that public company pose significantly less risk of trading restrictions and of appearance issues, since senior company managers are expected to understand and comply with their duties to not selectively disclose their companies’ MNPI, and the Adviser does not pay for the time of these senior company managers. These interactions nonetheless could result in the receipt of MNPI and Employees are expected to notify the CCO immediately, as required by the Insider Trading Policy, if the Employee believes that he or she has received what may be MNPI during any such interaction. |
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| 9.7.2 | Procedures Governing Formal and Informal Confidentiality Agreements |
In the normal course of business, Employees may be given the opportunity to learn of confidential information about an issuer provided pursuant to a confidentiality agreement between the Adviser and an issuer or an adviser to the issuer (for example, when considering the purchase of a privately negotiated investment, such as bank debt). In order to track the Adviser’s obligations and assess any potential restrictions on trading as a result of receipt of confidential information, all confidentiality agreements must be reviewed, approved, and maintained by the CCO, and the relevant Employees, in consultation with the CCO, will determine if the issuer should be placed on the Restricted List.
The opportunity to learn of confidential information about an issuer, and the confidential information itself, may be presented orally (for example, via a call from a bank or broker acting as adviser or agent of an issuer). At times, the party providing the information by telephone may follow up with an email to the Adviser which assigns certain legal terms to the confidential information provided (which may or may not have been conveyed orally) and either requests a confirmation by email of those terms or asserts that such terms have already been agreed to orally. It is important that no one other than the CCO reply to any emailed “over-the-wall” confidentiality agreements. Accordingly, if you receive (or if you have any question about whether you may have received) an “over-the-wall” confidentiality agreement, you should contact the CCO immediately.
| 9.7.3 | Required Pre-Approval for Service as a Director on a Creditor’s Committee or in a Similar Capacity |
Employees may not serve as a director to any company or entity without obtaining the CCO’s pre-approval. Employees may not serve on a creditors’ committee (whether formal or informal), or in a similar capacity, without obtaining the CCO’s pre-approval. Service in these capacities may give Employees access to one or more of the following: (i) information subject to the attorney-client privilege (for example, communications from counsel hired by a creditors’ committee); (ii) non-public company information (for example, corporate information shared with the board of directors); and (iii) confidential information (for example, ad hoc committee members’ strategies, shared under a confidentiality agreement). Potential trading restriction issues will be addressed in determining whether to approve the proposed service, as may be other considerations, including the potential liability and conflicts of interest associated with such positions.
Employees generally should not share the Adviser’s confidential information with companies on whose boards or committees the Employee sits. In a situation where the Employee believes that sharing the Adviser’s confidential information may be in the best interest of the Adviser’s Clients; the Employee should consult the CCO.
| 9.8 | Insider Trading Policy Quarterly Compliance Attestation |
Employees are required to complete a Quarterly Compliance Attestation to confirm that they are complying with the Adviser’s Insider Trading Policy.
| 9.9 | Compliance Responsibilities |
The CCO will discuss Anthony Capital’s Insider Trading Policy during the Compliance Training Meetings to ensure that all Employees are properly trained and aware of the required reporting procedures. Upon learning of a potential violation of the Insider Trading Policy, the CCO will promptly prepare a confidential written report to be discussed with the President. The report will describe who violated the policy, how it is believed to have been violated, and will provide recommendations for further action. The CCO will check the Restricted List against pre-approval requests for Liquidating Trades.
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| 10 | WHISTLEBLOWER POLICY |
| 10.1 | Introduction |
Pursuant to Anthony Capital’s “Whistleblower Policy,” it is the responsibility of all Employees to comply with the Adviser’s policies and applicable law and to report violations or suspected violations, including, but not limited to, instances of financial impropriety or irregularity, dishonest activity or any other conduct that is prohibited by the Adviser’s policies or applicable law. All persons making reports or complaints pursuant to this Whistleblower Policy will be protected from retaliation under the Adviser’s Non-Retaliation Policy that is a part of this Whistleblower Policy. The Whistleblower Policy is intended to encourage and enable employees and others to raise serious concerns within Anthony Capital prior to seeking resolution outside of the Adviser.
Anthony Capital encourages Employees to share their questions, concerns, suggestions, or complaints with the someone who can address them properly. In most cases, an Employee’s direct supervisor is in the best position to address an area of concern. However, if an Employee is not comfortable speaking with his or her supervisor, or an Employee is not satisfied with his or her supervisor’s response, the Employee is encouraged to speak with the CCO.
All suspected violations will be investigated by the Adviser. The CCO is responsible for promptly investigating and resolving all reported complaints or allegations of violations of the Adviser’s policies and/or applicable laws. The CCO, at his discretion, may advise the Portfolio Manager of any allegations. Any Employee filing a complaint concerning a violation or suspected violation of the Adviser’s policies or the law must act in good faith and have reasonable grounds for believing that the information disclosed indicates a violation. Any allegation that proves to have been made maliciously or knowingly to be false will be viewed as a serious disciplinary offense.
For the avoidance of doubt, nothing in this Manual or in any other agreements an Employee may have with the Adviser is intended to or shall preclude or impede an Employee from cooperating with any governmental or regulatory entity or agency in any investigation, or from communicating any suspected wrongdoing or violation of law to any such entity or agency, including, but not limited to, reporting pursuant to the “whistleblower rules” promulgated by the SEC (Exchange Act Rules 21F-1, et seq.). An Employee is not required to give the Adviser prior notice of, or obtain the Adviser’s prior written consent in connection with regulatory communications contemplated under the SEC’s or other regulatory entity or agency’s “whistleblower rules.”
| 10.2 | Non-Retaliation Policy |
Anthony Capital forbids retaliation against anyone who, in good faith, reports or complains, assists in making a complaint, or cooperates in an investigation of financial impropriety or irregularity, dishonest activity or any other conduct that is prohibited by the Adviser’s policies or applicable law. Any Employee participating in an investigation is required to keep all interviews and other details of the investigation confidential to the fullest extent practicable and to refrain from discussing such matters with anyone, other than those individuals conducting or directing the investigation. Nothing in this policy prohibits an Employee from making a report, complaint, or charge to any governmental agency or from communicating with a governmental agency in connection with a report, complaint, or charge (see “SEC’s Whistleblower Program,” below). Any Employee who retaliates against another employee in violation of this policy will be subject to discipline, up to and including immediate termination.
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If, after investigating any complaint, the Adviser determines that the complaint is frivolous and was not made in good faith or that an employee intentionally provided false information regarding the complaint, disciplinary action may be taken against the individual who filed the complaint or who gave the false information, up to and including termination.
| 10.3 | SEC’s Whistleblower Program |
The SEC’s “Whistleblower Program” provides monetary incentives for individuals to come forward and report possible violations of the federal securities laws to the SEC. Under the SEC’s Whistleblower Program, eligible whistleblowers are entitled to an award of between 10% and 30% of the monetary sanctions for information that leads to a successful SEC action resulting in an order of monetary sanctions exceeding $1 million. An “eligible whistleblower” is a person who voluntarily provides the SEC with original information about a possible violation of the federal securities laws that has occurred, is ongoing, or is about to occur. Employees are eligible for an award for information reported internally if the information is reported to the SEC (by either the employee or the Adviser) within 120 days of the employee’s internal reporting. Anthony Capital encourages employees to follow the Adviser’s Whistleblower Policy and to submit any inquiries regarding the SEC’s Whistleblower Program to the CCO.
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Appendix A – Employee Acknowledgement of Receipt and Compliance Attestation
All Employees are required to read this Code of Ethics and acknowledge having understood its contents by printing out this page, entering their name, signing and dating it and returning it to the CCO.
I do hereby acknowledge that I have received and read the Code of Ethics. I understand its content and agree to the policies and procedures set forth therein. I have had the opportunity to ask the CCO questions and I have received adequate responses. I am aware of the penalties for violation of these policies and I agree to them.
| Name: |
| Signature: |
| Date: |
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Appendix B – New Employee Political Contribution Disclosure Form
The Investment Advisers Act “Pay to Play Rule” puts restrictions on Anthony Capital regarding certain political contributions or other payments made by its Employees. The Pay to Play Rule contains look back provisions which provide that contributions or payments made by Employees prior to joining an investment adviser can, in some instances, disqualify the adviser from receiving compensation for managing the assets of certain public pension funds. Accordingly, so that we may determine whether any contributions made by you prior to your employment with Anthony Capital implicate Rule 206(4)-5, all prospective Employees must complete and return the attached form prior to commencing employment. Please direct any questions to the CCO.
Set forth below is each direct or indirect Contribution1 made by the undersigned to an official of a government entity (including any state, city, county or other political subdivision and any instrumentality thereof) or candidate for such office, and each direct or indirect payment to a political party of a state or political subdivision thereof, in each case during the two-year period prior to the date of this Disclosure Form. Attach additional pages as necessary.
Name of individual (or entity) that made the Contribution:
Name of candidate/political party/political action committee to whom Contribution was made (for candidates, include name, title and any city/county/state/federal or other political subdivision affiliation):
Date and form of Contribution (i.e., campaign contribution, gift, loan, fundraising activity, volunteer of time, etc.):
Office to which candidate seeks or sought election:
| 1 | “Contribution” is broadly defined and means the giving of anything of value in connection with any election for U.S. federal (if the candidate running for U.S. federal office currently holds a U.S. state or local political office), state or local office, including Contributions to any candidate for political office, political party or political action committee. Reportable Contributions include any gift, subscription, loan, advance, deposit of money, or anything of value (regardless of to whom paid) made for the purpose of influencing any election, satisfying any debt incurred in connection with any such election, or paying the transition or inaugural expenses of a successful candidate, and any solicitation or coordination of the making of any of the foregoing contributions or payments to a political party (including fundraising activities). Note that you must disclose contributions made by a spouse, domestic partner, minor children and other immediate family members living in your household. |
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Candidate’s position at time of Contribution:
Contribution amount (or value of non-cash Contribution):
$ _______________________________________________________________
To the best of your knowledge, did or does the position to which the candidate sought election or the position held by the candidate at the time of the election: (a) involve direct or indirect responsibility for, or confer the ability to influence the outcome of, the hiring of an investment adviser by a government entity; or (b) involve authority to appoint any person who is directly or indirectly responsible for, or can influence the outcome of, the hiring of an investment adviser by a government entity?
___Yes No
Has your spouse, domestic partner, minor children or other immediate family members living in your household made Contributions to the above referenced official/candidate?
___Yes No
If yes, please provide details of such Contribution:
The undersigned hereby certifies that (i) all information provided herein is accurate and complete; and (ii) none of the Contributions or payments set forth above was made for the purpose of influencing the official conduct of any public official of a government entity or candidate for such office.
| Name: |
| Signature: |
| Date: |
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Appendix D – Initial/Annual Holdings Report
D. (1.) REPORTABLE SECURITIES HOLDINGS
Name of Employee: ___________________________________________________________________________________
The following sets forth all Covered Accounts and Non-Discretionary Managed Accounts (as defined in the Personal Trading Policy) holding Reportable Securities and Limited Offerings as of _____________________________________________________.
Name
on |
Relationship |
Broker, Dealer or Bank Where Securities Held |
Type of Account |
Discretionary |
Date of Statement of Holdings provided |
Account Number |
| ____ | I have no Covered Accounts or Non-Discretionary Managed Accounts. |
| ____ | Please see the attached brokerage statement(s) provided to the CCO that contains information regarding the Reportable Securities (and to the extent applicable, Limited Offerings) above including the name on the account, title and type of securities held, security identifier/CUSIP, number of shares, amount held and the name of the broker, dealer or bank holding the positions on the covered person’s behalf. |
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D. (2.) NON-REPORTABLE SECURITIES HOLDINGS
Please list below all additional brokers, dealers or banks where the Employee or Covered Account that holds anything other than Reportable Securities. This includes, but is not limited to, 401K accounts, IRAs and 529 plans. Personal brokerage statements and statements for private investments do not have to be provided quarterly for securities that are not Reportable Securities, but the list of those accounts needs to be maintained with the CCO.
Please note that you are required to update the CCO promptly when a new Covered Account is opened or changed.
Name
on |
Relationship |
Broker, Held |
Type of Account |
Discretionary |
Date of Statement of Holdings provided |
Account Number |
| ___ | I have no accounts described above that need to be disclosed. |
The undersigned hereby certifies that (i) all information provided herein is accurate and complete; and (ii) he or she has not engaged in any transactions that would violate the Personal Trading Policy.
| Name: |
| Signature: |
| Date: |
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Appendix E – Limited Offerings Participation Request Form
| Employee name: |
| Name of Organization: |
| Nature of Business: |
| Legal Status of Entity (corporation, LP, LLC): |
| Business Address: |
| Principals: |
___ Publicly Traded ____ Privately Placed ____ Non-Profit
To the best of your knowledge, does the company or any of its affiliates conduct or plan to conduct business with the Adviser? ___ Yes ___ No
If yes, please explain:
To the best of your knowledge, has the company or anyone associated with the company been the subject of a disciplinary proceeding issued by a securities regulatory authority, or been found guilty of a criminal offense within the last ten years? ___Yes ___No
If yes, please explain:
Description of Limited Offering Transaction
(Please provide CCO with purchase and/or subscription agreement and related documentation)
Type and amount of securities you are investing in:
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Indicate the total dollar amount of your investment:
Do you own any other securities of the company or its affiliates? ___ Yes ___ No
If yes, please explain:
Estimate your total equity ownership interest in the company: _____ %
Through your investment do you have the right to participate in management, or the right to board membership or board observation rights? ___ Yes ___ No
If yes, please explain:
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Appendix F – Outside Business Activity Pre-Approval and Insider Disclosure Statement
Outside Affiliations
| 1. | Other businesses in which I am engaged (i.e., take an active role):
|
|||
|
Name of Business |
Role
|
||
|
Name of Business |
Role
|
||
| 2. | Entities by which I am employed or receive compensation:
|
|||
|
Name of Entity |
Affiliation or Title
|
||
|
Name of Entity |
Affiliation or Title
|
||
| 3. | Business organizations in which I am an officer, director, partner or employee: | |||
| Public Co. [ ] Yes [ ] No | ||||
|
Name of Entity |
Affiliation or Title |
||
| Public Co. [ ] Yes [ ] No | ||||
|
Name of Entity |
Affiliation or Title |
||
| 4. | Describe interests in any securities, financial or kindred business: | |||
| 5. | Do you own a significant position in any publicly held company’s securities? Describe: | |
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Insider Disclosure
Please indicate below whether you or any member of your immediate family is an executive officer, director or 5% or greater stockholder of a public company?
| Name of Family Member | Relationship |
| Name of Entity | Affiliation or Title |
| Name of Family Member | Relationship |
| Name of Entity | Affiliation or Title |
I certify and acknowledge that the above statements are true and correct to the best of my knowledge.
| Name: |
| Signature: |
| Date: |
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Feb. 14, 2025 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| F/m Ultrashort Treasury Inflation-Protected Security (TIPS) ETF | |||||||||||||||||
| SUMMARY SECTION – F/m Ultrashort Treasury Inflation-Protected Security (TIPS) ETF (RBIL) | |||||||||||||||||
| Investment Objective | |||||||||||||||||
The investment objective of the F/m Ultrashort Treasury Inflation-Protected Security (TIPS) ETF (the “F/m Ultrashort TIPS Fund” or the “Fund”) is to seek investment results that correspond (before fees and expenses) generally to the price and yield performance of the Bloomberg U.S. Ultrashort TIPS 1-13 Months Total Return Unhedged USD Index (I39232US). | |||||||||||||||||
| Fees and Expenses | |||||||||||||||||
This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the F/m Ultrashort TIPS Fund (“Shares”). You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below. | |||||||||||||||||
| Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment): | |||||||||||||||||
| |||||||||||||||||
| Example | |||||||||||||||||
This Example is intended to help you compare the cost of investing in the F/m Ultrashort TIPS Fund with the cost of investing in other funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then hold or redeem all of your Shares at the end of those periods. The Example also assumes that: (1) your investment has a 5% return each year, and (2) 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: | |||||||||||||||||
| |||||||||||||||||
| Portfolio Turnover | |||||||||||||||||
The F/m Ultrashort TIPS 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 the Fund Shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. No portfolio turnover rate is provided for the Fund because the Fund did not commence operations prior to the date of this Prospectus. | |||||||||||||||||
| Principal Investment Strategies | |||||||||||||||||
The F/m Ultrashort TIPS Fund is a passively-managed exchange-traded fund (“ETF”) that seeks investment results, before fees and expenses, that correspond generally to the price and yield performance of the Bloomberg U.S. Ultrashort TIPS 1-13 Months Total Return Unhedged USD Index (I39232US) (“Underlying Index”), which measures the performance of U.S. Treasury Inflation-Protected Securities (“TIPS”) with maturities from 1 month up to (but not including) 13 months. TIPS are income-generating instruments whose interest and principal payments are adjusted for inflation. The inflation adjustment, which is typically applied monthly to the principal of the bond, follows a designated inflation index, the non-seasonally adjusted Consumer Price Index for All Urban Consumers (“CPI-U”), and TIPS’ principal payments are adjusted according to changes in the CPI-U. A fixed coupon rate is applied to the inflation-adjusted principal so that, as inflation rises, both the principal value and the interest payments increase. This can provide a hedge against inflation, as it helps preserve the purchasing power of an investment. Because of this inflation adjustment feature, inflation-protected bonds typically have lower yields than conventional fixed-rate bonds. Under normal market conditions, F/m Investments LLC (the “Adviser”) seeks to achieve the Fund’s investment objective by investing at least 80% of the Fund’s net assets (plus any borrowings for investment purposes) in TIPS with maturities of 1-13 months.
The Adviser uses a representative sampling indexing strategy in seeking to achieve the Fund’s investment objective. Under normal market conditions, the Fund invests substantially all of its assets in the securities comprising the Underlying Index and in securities that the Adviser determines to have economic characteristics that are substantially identical to the economic characteristics of the securities that comprise the Underlying Index, including, but not limited to, bonds that are capital-indexed and linked to a commonly used domestic inflation index.
In seeking to track the Underlying Index, the Fund may invest in securities that are not included in the Underlying Index, cash and cash equivalents and/or money market instruments, such as repurchase agreements and money market funds. The Fund is “non-diversified,” which means it may invest a greater percentage of its assets in the securities of a single issuer than a “diversified” fund.
The Underlying Index
The Underlying Index was incepted in January 2025, with history back to January 1, 2015, by Bloomberg Finance LP (the “Index Provider”). The Underlying Index is composed of equally weighted sub-components that have a remaining maturity from one (1) month up to (but not including) thirteen (13) months (e.g., 1-2 month maturities, 2-3 maturities, etc.). Federal Reserve holdings of TIPS are excluded from the face amount outstanding of each bond in the Underlying Index.
The Underlying Index has a minimum liquidity requirement of $500M USD par amount outstanding (not adjusted for index duration). The bonds included in the Underlying Index are capital-indexed and linked to a commonly used domestic inflation index. Principal and interest are inflation-linked and denominated in U.S. dollars. The bonds are rated investment grade (Baa3/BBB-/BBB- or higher) using the middle rating of Moody’s® Investors Service, Inc.(“Moody’s”), Fitch Ratings, Inc. (“Fitch”) and Standard & Poor’s® Financial Services LLC (“S&P”); when a rating from only two agencies is available, the lower is used; when only one agency rates a bond, that rating is used. In cases where explicit bond level ratings are not available, the Index Provider may use other sources to classify securities by credit quality.
The Underlying Index is rebalanced by the Index Provider on the last business day of each month. The Underlying Index is calculated and administered by the Index Provider, which is not affiliated with the Fund or the Adviser. The Index Provider calculates the Underlying Index and Parent Index on a total return basis.
Additional information regarding the Underlying Index, including its value, is available at https://www.bloomberg.com/professional/products/indices/fixed-income/.
The Fund may invest in securities of other affiliated and unaffiliated ETFs registered under the Investment Company Act of 1940, as amended, that invest primarily in Fund eligible investments (collectively, “Underlying Funds”) to the extent permitted by applicable law and subject to certain restrictions.
The Fund may also seek to increase its income by lending securities. These loans will be secured by collateral (consisting of cash, U.S. government securities, or irrevocable letters of credit) maintained in an amount equal to at least 100% of the market value, determined daily, of the loaned securities. Cash collateral received by the Fund in connection with its lending of portfolio securities will be invested in short-term investments, including money market funds.
The F/m Ultrashort TIPS Fund has elected to qualify each year for treatment as a regulated investment company (“RIC”) under Subchapter M of Subtitle A, Chapter 1, of the Internal Revenue Code of 1986, as amended (the “Code”). | |||||||||||||||||
| Principal Investment Risks | |||||||||||||||||
| Performance Information | |||||||||||||||||
Performance information for the F/m Ultrashort TIPS Fund is not included because the Fund had not commenced operations prior to the date of this Prospectus. Performance information will be included once the Fund has at least one calendar year of performance. Updated performance information will be available on the Fund’s website at www.ustreasuryetf.com. | |||||||||||||||||
| F/m Ultrashort Treasury Inflation-Protected Security (TIPS) ETF | Risk Lose Money [Member] | |||||||||||||||||
| As with any investment, you could lose all or part of your investment in the F/m Ultrashort TIPS Fund and the Fund’s performance could trail that of other investments. | |||||||||||||||||
| F/m Ultrashort Treasury Inflation-Protected Security (TIPS) ETF | Affiliated Fund Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Ultrashort Treasury Inflation-Protected Security (TIPS) ETF | Asset Class Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Ultrashort Treasury Inflation-Protected Security (TIPS) ETF | Concentration Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Ultrashort Treasury Inflation-Protected Security (TIPS) ETF | Cyber Security Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Ultrashort Treasury Inflation-Protected Security (TIPS) ETF | Duration Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Ultrashort Treasury Inflation-Protected Security (TIPS) ETF | ETF Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Ultrashort Treasury Inflation-Protected Security (TIPS) ETF | Fixed Income Market Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Ultrashort Treasury Inflation-Protected Security (TIPS) ETF | High Portfolio Turnover Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Ultrashort Treasury Inflation-Protected Security (TIPS) ETF | Income Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Ultrashort Treasury Inflation-Protected Security (TIPS) ETF | Index Related Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Ultrashort Treasury Inflation-Protected Security (TIPS) ETF | Inflation Indexed Bonds Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Ultrashort Treasury Inflation-Protected Security (TIPS) ETF | Inflation Linked Securities [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Ultrashort Treasury Inflation-Protected Security (TIPS) ETF | Interest Rate Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Ultrashort Treasury Inflation-Protected Security (TIPS) ETF | Management Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Ultrashort Treasury Inflation-Protected Security (TIPS) ETF | Market Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Ultrashort Treasury Inflation-Protected Security (TIPS) ETF | Market Trading Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Ultrashort Treasury Inflation-Protected Security (TIPS) ETF | New Fund Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Ultrashort Treasury Inflation-Protected Security (TIPS) ETF | Operational Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Ultrashort Treasury Inflation-Protected Security (TIPS) ETF | Passive Investment Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Ultrashort Treasury Inflation-Protected Security (TIPS) ETF | Reinvestment Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Ultrashort Treasury Inflation-Protected Security (TIPS) ETF | Risk Of Investing In The United States [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Ultrashort Treasury Inflation-Protected Security (TIPS) ETF | Securities Lending Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Ultrashort Treasury Inflation-Protected Security (TIPS) ETF | US Treasury Obligations Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Yield Curve Steepening Strategy ETF | |||||||||||||||||
| SUMMARY SECTION – F/m Yield Curve Steepening Strategy ETF (USTP) | |||||||||||||||||
| Investment Objective | |||||||||||||||||
The investment objective of the F/m Yield Curve Steepening Strategy ETF (the “F/m Yield Curve Steepening Fund” or the “Fund”) is to seek to implement a steepener yield curve strategy that is designed to benefit from the widening spread between short-term and long-term U.S. Treasury yields that typically occurs when shorter-maturity rates fall faster than longer-maturity rates, or when longer-maturity rates rise relative to shorter-maturity rates. | |||||||||||||||||
| Fees and Expenses | |||||||||||||||||
This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the F/m Yield Curve Steepening Fund (“Shares”). You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below. | |||||||||||||||||
| Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment): | |||||||||||||||||
| |||||||||||||||||
| Example | |||||||||||||||||
This Example is intended to help you compare the cost of investing in the F/m Yield Curve Steepening Fund with the cost of investing in other funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then hold or redeem all of your Shares at the end of those periods. The Example also assumes that: (1) your investment has a 5% return each year, and (2) 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: | |||||||||||||||||
| |||||||||||||||||
| Portfolio Turnover | |||||||||||||||||
The F/m Yield Curve Steepening Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund Shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. No portfolio turnover rate is provided for the Fund because the Fund had not commenced operations prior to the date of this Prospectus. | |||||||||||||||||
| Principal Investment Strategies | |||||||||||||||||
The F/m Yield Curve Steepening Fund is an actively-managed exchange-traded fund (“ETF”) that seeks to implement a steepener yield curve strategy that is designed to benefit from the widening spread between short-term and long-term U.S. Treasury yields that typically occurs when shorter-maturity rates fall faster than longer-maturity rates, or when longer-maturity rates rise relative to shorter-maturity rates.
Under normal market conditions, F/m Investments LLC (the “Adviser”) seeks to achieve the Fund’s investment objective by investing at least 80% of the Fund’s net assets (plus any borrowings for investment purposes) in a combination of long and short positions in U.S. Treasury securities or derivatives, such as U.S. Treasury futures, interest rate swaps, and options, to express a view on the shape of the yield curve. Specifically, the Fund may:
The Adviser actively manages the Fund’s positions based on market conditions, macroeconomic trends, and interest rate forecasts. The Fund’s portfolio is constructed and rebalanced periodically to maintain exposure aligned with the yield steepener objective, considering factors such as economic data, Federal Reserve policy, and global interest rate dynamics.
The Fund may also allocate a portion of its assets to cash, cash equivalents, or high-quality short-term instruments for liquidity and collateral purposes. The Fund does not seek to maintain a specific duration target, as its primary focus is on the relative movement between segments of the yield curve.
The Fund may enter into reverse repurchase agreements in amounts not exceeding one-third of the Fund’s total assets (including the amount borrowed). The Fund may invest in securities of other affiliated and unaffiliated ETFs registered under the Investment Company Act of 1940, as amended, that invest primarily in Fund eligible investments (collectively, “Underlying Funds”) to the extent permitted by applicable law and subject to certain restrictions.
The Fund may also seek to increase its income by lending securities. These loans will be secured by collateral (consisting of cash, U.S. government securities, or irrevocable letters of credit) maintained in an amount equal to at least 100% of the market value, determined daily, of the loaned securities. Cash collateral received by the Fund in connection with its lending of portfolio securities will be invested in short-term investments, including money market funds.
The F/m Yield Curve Steepening Fund has elected to qualify each year for treatment as a regulated investment company (“RIC”) under Subchapter M of Subtitle A, Chapter 1, of the Internal Revenue Code of 1986, as amended (the “Code”). | |||||||||||||||||
| Principal Investment Risks | |||||||||||||||||
Performance Information: Performance information for the F/m Yield Curve Steepening Fund is not included because the Fund had not commenced operations prior to the date of this Prospectus. Performance information will be included once the Fund has at least one calendar year of performance. Updated performance information will be available on the Fund’s website at www.fminvest.com. | |||||||||||||||||
| F/m Yield Curve Steepening Strategy ETF | Risk Lose Money [Member] | |||||||||||||||||
| As a result, you may lose money on your investment in the Fund, and there can be no assurance that the Fund will achieve its investment objective. | |||||||||||||||||
| F/m Yield Curve Steepening Strategy ETF | Affiliated Fund Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Yield Curve Steepening Strategy ETF | Asset Class Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Yield Curve Steepening Strategy ETF | Concentration Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Yield Curve Steepening Strategy ETF | Cyber Security Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Yield Curve Steepening Strategy ETF | Duration Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Yield Curve Steepening Strategy ETF | ETF Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Yield Curve Steepening Strategy ETF | Fixed Income Market Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Yield Curve Steepening Strategy ETF | High Portfolio Turnover Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Yield Curve Steepening Strategy ETF | Income Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Yield Curve Steepening Strategy ETF | Interest Rate Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Yield Curve Steepening Strategy ETF | Market Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Yield Curve Steepening Strategy ETF | Market Trading Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Yield Curve Steepening Strategy ETF | New Fund Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Yield Curve Steepening Strategy ETF | Operational Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Yield Curve Steepening Strategy ETF | Reinvestment Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Yield Curve Steepening Strategy ETF | Risk Of Investing In The United States [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Yield Curve Steepening Strategy ETF | Securities Lending Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Yield Curve Steepening Strategy ETF | US Treasury Obligations Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Yield Curve Steepening Strategy ETF | Active Management Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Yield Curve Steepening Strategy ETF | Cash or Cash Equivalents Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Yield Curve Steepening Strategy ETF | Counterparty Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Yield Curve Steepening Strategy ETF | Derivatives Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Yield Curve Steepening Strategy ETF | Early Close Trading Halt Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Yield Curve Steepening Strategy ETF | Futures Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Yield Curve Steepening Strategy ETF | Illiquid Investments Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Yield Curve Steepening Strategy ETF | Issuer Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Yield Curve Steepening Strategy ETF | Leverage Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Yield Curve Steepening Strategy ETF | Liquidity Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Yield Curve Steepening Strategy ETF | Options Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Yield Curve Steepening Strategy ETF | Over the Counter Market Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Yield Curve Steepening Strategy ETF | Pricing Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Yield Curve Steepening Strategy ETF | Rate Linked Derivatives Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Yield Curve Steepening Strategy ETF | Rating Agencies Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Yield Curve Steepening Strategy ETF | Reverse Repurchase Agreements Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Yield Curve Steepening Strategy ETF | Shorting US Treasury Securities Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Yield Curve Steepening Strategy ETF | Swap Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Yield Curve Steepening Strategy ETF | Swaptions Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Yield Curve Steepening Strategy ETF | TBA Securities Risk [Member] | |||||||||||||||||
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| F/m Yield Curve Steepening Strategy ETF | U S Treasury and Agency Market Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Yield Curve Steepening Strategy ETF | Valuation Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Yield Curve Flattening Strategy ETF | |||||||||||||||||
| SUMMARY SECTION – F/m Yield Curve Flattening Strategy ETF (UFLT) | |||||||||||||||||
| Investment Objective | |||||||||||||||||
The investment objective of the F/m Yield Curve Flattening Strategy ETF (the “F/m Yield Curve Flattening Fund” or the “Fund”) is to seek to implement a flattener yield curve strategy that is designed to benefit from the narrowing spread between short-term and long-term U.S. Treasury yields that typically occurs when shorter-maturity rates rise faster than longer-maturity rates, or when longer-maturity rates decline relative to shorter-maturity rates. | |||||||||||||||||
| Fees and Expenses | |||||||||||||||||
This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the F/m Yield Curve Flattening Fund (“Shares”). You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below. | |||||||||||||||||
| Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment): | |||||||||||||||||
| |||||||||||||||||
| Example | |||||||||||||||||
This Example is intended to help you compare the cost of investing in the F/m Yield Curve Flattening Fund with the cost of investing in other funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then hold or redeem all of your Shares at the end of those periods. The Example also assumes that: (1) your investment has a 5% return each year, and (2) 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: | |||||||||||||||||
| |||||||||||||||||
| Portfolio Turnover | |||||||||||||||||
The F/m Yield Curve Flattening Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund Shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. No portfolio turnover rate is provided for the Fund because the Fund had not commenced operations prior to the date of this Prospectus. | |||||||||||||||||
| Principal Investment Strategies | |||||||||||||||||
The F/m Yield Curve Flattening Fund is an actively-managed exchange-traded fund (“ETF”) that seeks to implement a flattener yield curve strategy that is designed to benefit from the narrowing spread between short-term and long-term U.S. Treasury yields that typically occurs when shorter-maturity rates rise faster than longer-maturity rates, or when longer-maturity rates decline relative to shorter-maturity rates.
Under normal market conditions, F/m Investments LLC (the “Adviser”) seeks to achieve the Fund’s investment objective by investing at least 80% of the Fund’s net assets (plus any borrowings for investment purposes) in a combination of long and short positions in U.S. Treasury securities or derivatives, such as U.S. Treasury futures, interest rate swaps, and options, to express a view on the shape of the yield curve. Specifically, the Fund may:
The Adviser actively manages the Fund’s positions based on market conditions, macroeconomic trends, and interest rate forecasts. The Fund’s portfolio is constructed and rebalanced periodically to maintain exposure aligned with the yield flattener objective, considering factors such as economic data, Federal Reserve policy, and global interest rate dynamics. The Fund may also allocate a portion of its assets to cash, cash equivalents, or high-quality short-term instruments for liquidity and collateral purposes. The Fund does not seek to maintain a specific duration target, as its primary focus is on the relative movement between segments of the yield curve.
The Fund may enter into reverse repurchase agreements in amounts not exceeding one-third of the Fund’s total assets (including the amount borrowed). The Fund may invest in securities of other affiliated and unaffiliated ETFs registered under the Investment Company Act of 1940, as amended, that invest primarily in Fund eligible investments (collectively, “Underlying Funds”) to the extent permitted by applicable law and subject to certain restrictions.
The Fund may also seek to increase its income by lending securities. These loans will be secured by collateral (consisting of cash, U.S. government securities, or irrevocable letters of credit) maintained in an amount equal to at least 100% of the market value, determined daily, of the loaned securities. Cash collateral received by the Fund in connection with its lending of portfolio securities will be invested in short-term investments, including money market funds.
The F/m Yield Curve Flattening Fund has elected to qualify each year for treatment as a regulated investment company (“RIC”) under Subchapter M of Subtitle A, Chapter 1, of the Internal Revenue Code of 1986, as amended (the “Code”). | |||||||||||||||||
| Principal Investment Risks | |||||||||||||||||
Performance Information: Performance information for the F/m Yield Curve Flattening Fund is not included because the Fund had not commenced operations prior to the date of this Prospectus. Performance information will be included once the Fund has at least one calendar year of performance. Updated performance information will be available on the Fund’s website at www.fminvest.com. | |||||||||||||||||
| F/m Yield Curve Flattening Strategy ETF | Risk Lose Money [Member] | |||||||||||||||||
| As a result, you may lose money on your investment in the Fund, and there can be no assurance that the Fund will achieve its investment objective. | |||||||||||||||||
| F/m Yield Curve Flattening Strategy ETF | Affiliated Fund Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Yield Curve Flattening Strategy ETF | Asset Class Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Yield Curve Flattening Strategy ETF | Concentration Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Yield Curve Flattening Strategy ETF | Cyber Security Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Yield Curve Flattening Strategy ETF | Duration Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Yield Curve Flattening Strategy ETF | ETF Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Yield Curve Flattening Strategy ETF | High Portfolio Turnover Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Yield Curve Flattening Strategy ETF | Income Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Yield Curve Flattening Strategy ETF | Interest Rate Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Yield Curve Flattening Strategy ETF | Market Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Yield Curve Flattening Strategy ETF | Market Trading Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Yield Curve Flattening Strategy ETF | New Fund Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Yield Curve Flattening Strategy ETF | Operational Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Yield Curve Flattening Strategy ETF | Reinvestment Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Yield Curve Flattening Strategy ETF | Risk Of Investing In The United States [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Yield Curve Flattening Strategy ETF | Securities Lending Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Yield Curve Flattening Strategy ETF | US Treasury Obligations Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Yield Curve Flattening Strategy ETF | Active Management Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Yield Curve Flattening Strategy ETF | Cash or Cash Equivalents Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Yield Curve Flattening Strategy ETF | Counterparty Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Yield Curve Flattening Strategy ETF | Derivatives Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Yield Curve Flattening Strategy ETF | Early Close Trading Halt Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Yield Curve Flattening Strategy ETF | Futures Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Yield Curve Flattening Strategy ETF | Illiquid Investments Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Yield Curve Flattening Strategy ETF | Issuer Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Yield Curve Flattening Strategy ETF | Leverage Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Yield Curve Flattening Strategy ETF | Liquidity Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Yield Curve Flattening Strategy ETF | Options Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Yield Curve Flattening Strategy ETF | Over the Counter Market Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Yield Curve Flattening Strategy ETF | Pricing Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Yield Curve Flattening Strategy ETF | Rate Linked Derivatives Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Yield Curve Flattening Strategy ETF | Rating Agencies Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Yield Curve Flattening Strategy ETF | Reverse Repurchase Agreements Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Yield Curve Flattening Strategy ETF | Shorting US Treasury Securities Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Yield Curve Flattening Strategy ETF | Swap Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Yield Curve Flattening Strategy ETF | Swaptions Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Yield Curve Flattening Strategy ETF | TBA Securities Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Yield Curve Flattening Strategy ETF | U S Treasury and Agency Market Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Yield Curve Flattening Strategy ETF | Valuation Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Yield Curve Flattening Strategy ETF | Fixed Income Securities Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Rising Interest Rates Strategy ETF | |||||||||||||||||
| SUMMARY SECTION – F/m Rising Interest Rates Strategy ETF (URIZ) | |||||||||||||||||
| Investment Objective | |||||||||||||||||
The investment objective of the F/m Rising Interest Rates Strategy ETF (the “F/m Rising Rates Fund” or the “Fund”) is to seek to implement a rising rate strategy that is designed to benefit from rising interest rates in both short-term and long-term U.S. Treasury yields. | |||||||||||||||||
| Fees and Expenses | |||||||||||||||||
This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the F/m Rising Rates Fund (“Shares”). You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below. | |||||||||||||||||
| Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment): | |||||||||||||||||
| |||||||||||||||||
| Example | |||||||||||||||||
This Example is intended to help you compare the cost of investing in the F/m Rising Rates Fund with the cost of investing in other funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then hold or redeem all of your Shares at the end of those periods. The Example also assumes that: (1) your investment has a 5% return each year, and (2) 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: | |||||||||||||||||
| |||||||||||||||||
| Portfolio Turnover | |||||||||||||||||
The F/m Rising Rates Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund Shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. No portfolio turnover rate is provided for the Fund because the Fund had not commenced operations prior to the date of this Prospectus. | |||||||||||||||||
| Principal Investment Strategies | |||||||||||||||||
The F/m Rising Rates Fund is an actively-managed exchange-traded fund (“ETF”) that seeks to implement a rising rate strategy that is designed to benefit from rising interest rates in both short-term and long-term U.S. Treasury yields.
Under normal market conditions, F/m Investments LLC (the “Adviser”) seeks to achieve the Fund’s investment objective by investing at least 80% of the Fund’s net assets (plus any borrowings for investment purposes) in a combination of long and short positions in U.S. Treasury securities or derivatives, such as U.S. Treasury futures, interest rate swaps, and options, to express a view on the direction of interest rates. Specifically, the Fund may:
The Adviser actively manages the Fund’s positions based on market conditions, macroeconomic trends, and interest rate forecasts. The Fund’s portfolio is constructed and rebalanced periodically to maintain exposure aligned with rising rates strategy, considering factors such as economic data, Federal Reserve policy, and global interest rate dynamics.
The Fund may also allocate a portion of its assets to cash, cash equivalents, or high-quality short-term instruments for liquidity and collateral purposes. The Fund does not seek to maintain a specific duration target, as its primary focus is on the relative movement between segments of the yield curve. The Fund may enter into reverse repurchase agreements in amounts not exceeding one-third of the Fund’s total assets (including the amount borrowed). The Fund may invest in securities of other affiliated and unaffiliated ETFs registered under the Investment Company Act of 1940, as amended, that invest primarily in Fund eligible investments (collectively, “Underlying Funds”) to the extent permitted by applicable law and subject to certain restrictions.
The Fund may also seek to increase its income by lending securities. These loans will be secured by collateral (consisting of cash, U.S. government securities, or irrevocable letters of credit) maintained in an amount equal to at least 100% of the market value, determined daily, of the loaned securities. Cash collateral received by the Fund in connection with its lending of portfolio securities will be invested in short-term investments, including money market funds.
The F/m Rising Rates Fund has elected to qualify each year for treatment as a regulated investment company (“RIC”) under Subchapter M of Subtitle A, Chapter 1, of the Internal Revenue Code of 1986, as amended (the “Code”). | |||||||||||||||||
| Principal Investment Risks | |||||||||||||||||
Performance Information: Performance information for the F/m Rising Rates Fund is not included because the Fund had not commenced operations prior to the date of this Prospectus. Performance information will be included once the Fund has at least one calendar year of performance. Updated performance information will be available on the Fund’s website at www.fminvest.com. | |||||||||||||||||
| F/m Rising Interest Rates Strategy ETF | Risk Lose Money [Member] | |||||||||||||||||
| As a result, you may lose money on your investment in the Fund, and there can be no assurance that the Fund will achieve its investment objective. | |||||||||||||||||
| F/m Rising Interest Rates Strategy ETF | Affiliated Fund Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Rising Interest Rates Strategy ETF | Asset Class Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Rising Interest Rates Strategy ETF | Concentration Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Rising Interest Rates Strategy ETF | Cyber Security Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Rising Interest Rates Strategy ETF | Duration Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Rising Interest Rates Strategy ETF | ETF Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Rising Interest Rates Strategy ETF | Fixed Income Market Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Rising Interest Rates Strategy ETF | High Portfolio Turnover Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Rising Interest Rates Strategy ETF | Income Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Rising Interest Rates Strategy ETF | Interest Rate Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Rising Interest Rates Strategy ETF | Market Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Rising Interest Rates Strategy ETF | Market Trading Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Rising Interest Rates Strategy ETF | New Fund Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Rising Interest Rates Strategy ETF | Operational Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Rising Interest Rates Strategy ETF | Reinvestment Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Rising Interest Rates Strategy ETF | Risk Of Investing In The United States [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Rising Interest Rates Strategy ETF | Securities Lending Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Rising Interest Rates Strategy ETF | US Treasury Obligations Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Rising Interest Rates Strategy ETF | Active Management Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Rising Interest Rates Strategy ETF | Cash or Cash Equivalents Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Rising Interest Rates Strategy ETF | Counterparty Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Rising Interest Rates Strategy ETF | Derivatives Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Rising Interest Rates Strategy ETF | Early Close Trading Halt Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Rising Interest Rates Strategy ETF | Futures Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Rising Interest Rates Strategy ETF | Illiquid Investments Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Rising Interest Rates Strategy ETF | Issuer Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Rising Interest Rates Strategy ETF | Leverage Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Rising Interest Rates Strategy ETF | Liquidity Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Rising Interest Rates Strategy ETF | Options Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Rising Interest Rates Strategy ETF | Over the Counter Market Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Rising Interest Rates Strategy ETF | Pricing Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Rising Interest Rates Strategy ETF | Rate Linked Derivatives Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Rising Interest Rates Strategy ETF | Rating Agencies Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Rising Interest Rates Strategy ETF | Reverse Repurchase Agreements Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Rising Interest Rates Strategy ETF | Shorting US Treasury Securities Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Rising Interest Rates Strategy ETF | Swap Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Rising Interest Rates Strategy ETF | Swaptions Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Rising Interest Rates Strategy ETF | TBA Securities Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Rising Interest Rates Strategy ETF | U S Treasury and Agency Market Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Rising Interest Rates Strategy ETF | Valuation Risk [Member] | |||||||||||||||||
| |||||||||||||||||
| F/m Falling Interest Rates Strategy ETF | |||||||||||||||||
| SUMMARY SECTION – F/m Falling Interest Rates Strategy ETF (UFAL) | |||||||||||||||||
| Investment Objective | |||||||||||||||||
The investment objective of the F/m Falling Interest Rates Strategy ETF (the “F/m Falling Rates Fund” or the “Fund”) is to seek to implement a falling rate strategy that is designed to benefit from falling interest rates in both short-term and long-term U.S. Treasury yields. | |||||||||||||||||
| Fees and Expenses | |||||||||||||||||
This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the F/m Falling Rates Fund (“Shares”). You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below. | |||||||||||||||||
| Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment): | |||||||||||||||||
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| Example | |||||||||||||||||
This Example is intended to help you compare the cost of investing in the F/m Falling Rates Fund with the cost of investing in other funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then hold or redeem all of your Shares at the end of those periods. The Example also assumes that: (1) your investment has a 5% return each year, and (2) 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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| Portfolio Turnover | |||||||||||||||||
The F/m Falling Rates Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund Shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. No portfolio turnover rate is provided for the Fund because the Fund had not commenced operations prior to the date of this Prospectus. | |||||||||||||||||
| Principal Investment Strategies | |||||||||||||||||
The F/m Falling Rates Fund is an actively-managed exchange-traded fund (“ETF”) that seeks to implement a falling rate strategy that is designed to benefit from falling interest rates in both short-term and long-term U.S. Treasury yields.
Under normal market conditions, F/m Investments LLC (the “Adviser”) seeks to achieve the Fund’s investment objective by investing at least 80% of the Fund’s net assets (plus any borrowings for investment purposes) in a combination of long and short positions in U.S. Treasury securities or derivatives, such as U.S. Treasury futures, interest rate swaps, and options, to express a view on the direction of interest rates. Specifically, the Fund may:
The Adviser actively manages the Fund’s positions based on market conditions, macroeconomic trends, and interest rate forecasts. The Fund’s portfolio is constructed and rebalanced periodically to maintain exposure aligned with the rising rates view, considering factors such as economic data, Federal Reserve policy, and global interest rate dynamics.
The Fund may also allocate a portion of its assets to cash, cash equivalents, or high-quality short-term instruments for liquidity and collateral purposes. The Fund does not seek to maintain a specific duration target, as its primary focus is on the relative movement between segments of the yield curve. The Fund may enter into reverse repurchase agreements in amounts not exceeding one-third of the Fund’s total assets (including the amount borrowed). The Fund may invest in securities of other affiliated and unaffiliated ETFs registered under the Investment Company Act of 1940, as amended, that invest primarily in Fund eligible investments (collectively, “Underlying Funds”) to the extent permitted by applicable law and subject to certain restrictions.
The Fund may also seek to increase its income by lending securities. These loans will be secured by collateral (consisting of cash, U.S. government securities, or irrevocable letters of credit) maintained in an amount equal to at least 100% of the market value, determined daily, of the loaned securities. Cash collateral received by the Fund in connection with its lending of portfolio securities will be invested in short-term investments, including money market funds.
The F/m Falling Rates Fund has elected to qualify each year for treatment as a regulated investment company (“RIC”) under Subchapter M of Subtitle A, Chapter 1, of the Internal Revenue Code of 1986, as amended (the “Code”). | |||||||||||||||||
| Principal Investment Risks | |||||||||||||||||
Performance Information: Performance information for the F/m Falling Rates Fund is not included because the Fund had not commenced operations prior to the date of this Prospectus. Performance information will be included once the Fund has at least one calendar year of performance. Updated performance information will be available on the Fund’s website at www.fminvest.com. | |||||||||||||||||
| F/m Falling Interest Rates Strategy ETF | Risk Lose Money [Member] | |||||||||||||||||
| As a result, you may lose money on your investment in the Fund, and there can be no assurance that the Fund will achieve its investment objective. | |||||||||||||||||
| F/m Falling Interest Rates Strategy ETF | Affiliated Fund Risk [Member] | |||||||||||||||||
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| F/m Falling Interest Rates Strategy ETF | Asset Class Risk [Member] | |||||||||||||||||
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| F/m Falling Interest Rates Strategy ETF | Concentration Risk [Member] | |||||||||||||||||
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| F/m Falling Interest Rates Strategy ETF | Cyber Security Risk [Member] | |||||||||||||||||
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| F/m Falling Interest Rates Strategy ETF | Duration Risk [Member] | |||||||||||||||||
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| F/m Falling Interest Rates Strategy ETF | ETF Risk [Member] | |||||||||||||||||
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| F/m Falling Interest Rates Strategy ETF | Fixed Income Market Risk [Member] | |||||||||||||||||
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| F/m Falling Interest Rates Strategy ETF | High Portfolio Turnover Risk [Member] | |||||||||||||||||
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| F/m Falling Interest Rates Strategy ETF | Income Risk [Member] | |||||||||||||||||
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| F/m Falling Interest Rates Strategy ETF | Interest Rate Risk [Member] | |||||||||||||||||
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| F/m Falling Interest Rates Strategy ETF | Market Risk [Member] | |||||||||||||||||
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| F/m Falling Interest Rates Strategy ETF | Market Trading Risk [Member] | |||||||||||||||||
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| F/m Falling Interest Rates Strategy ETF | New Fund Risk [Member] | |||||||||||||||||
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| F/m Falling Interest Rates Strategy ETF | Operational Risk [Member] | |||||||||||||||||
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| F/m Falling Interest Rates Strategy ETF | Reinvestment Risk [Member] | |||||||||||||||||
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| F/m Falling Interest Rates Strategy ETF | Risk Of Investing In The United States [Member] | |||||||||||||||||
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| F/m Falling Interest Rates Strategy ETF | Securities Lending Risk [Member] | |||||||||||||||||
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| F/m Falling Interest Rates Strategy ETF | US Treasury Obligations Risk [Member] | |||||||||||||||||
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| F/m Falling Interest Rates Strategy ETF | Active Management Risk [Member] | |||||||||||||||||
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| F/m Falling Interest Rates Strategy ETF | Cash or Cash Equivalents Risk [Member] | |||||||||||||||||
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| F/m Falling Interest Rates Strategy ETF | Counterparty Risk [Member] | |||||||||||||||||
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| F/m Falling Interest Rates Strategy ETF | Derivatives Risk [Member] | |||||||||||||||||
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| F/m Falling Interest Rates Strategy ETF | Early Close Trading Halt Risk [Member] | |||||||||||||||||
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| F/m Falling Interest Rates Strategy ETF | Futures Risk [Member] | |||||||||||||||||
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| F/m Falling Interest Rates Strategy ETF | Illiquid Investments Risk [Member] | |||||||||||||||||
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| F/m Falling Interest Rates Strategy ETF | Issuer Risk [Member] | |||||||||||||||||
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| F/m Falling Interest Rates Strategy ETF | Leverage Risk [Member] | |||||||||||||||||
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| F/m Falling Interest Rates Strategy ETF | Liquidity Risk [Member] | |||||||||||||||||
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| F/m Falling Interest Rates Strategy ETF | Options Risk [Member] | |||||||||||||||||
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| F/m Falling Interest Rates Strategy ETF | Over the Counter Market Risk [Member] | |||||||||||||||||
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| F/m Falling Interest Rates Strategy ETF | Pricing Risk [Member] | |||||||||||||||||
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| F/m Falling Interest Rates Strategy ETF | Rate Linked Derivatives Risk [Member] | |||||||||||||||||
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| F/m Falling Interest Rates Strategy ETF | Rating Agencies Risk [Member] | |||||||||||||||||
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| F/m Falling Interest Rates Strategy ETF | Reverse Repurchase Agreements Risk [Member] | |||||||||||||||||
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| F/m Falling Interest Rates Strategy ETF | Shorting US Treasury Securities Risk [Member] | |||||||||||||||||
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| F/m Falling Interest Rates Strategy ETF | Swap Risk [Member] | |||||||||||||||||
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| F/m Falling Interest Rates Strategy ETF | Swaptions Risk [Member] | |||||||||||||||||
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| F/m Falling Interest Rates Strategy ETF | TBA Securities Risk [Member] | |||||||||||||||||
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| F/m Falling Interest Rates Strategy ETF | U S Treasury and Agency Market Risk [Member] | |||||||||||||||||
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| F/m Falling Interest Rates Strategy ETF | Valuation Risk [Member] | |||||||||||||||||
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| Label | Element | Value | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Document Type | dei_DocumentType | 485BPOS | ||||||||||||||||
| Document Period End Date | dei_DocumentPeriodEndDate | Feb. 14, 2025 | ||||||||||||||||
| Entity Registrant Name | dei_EntityRegistrantName | THE RBB FUND, INC. | ||||||||||||||||
| Entity Central Index Key | dei_EntityCentralIndexKey | 0000831114 | ||||||||||||||||
| Entity Inv Company Type | dei_EntityInvCompanyType | N-1A | ||||||||||||||||
| Amendment Flag | dei_AmendmentFlag | false | ||||||||||||||||
| Document Creation Date | dei_DocumentCreationDate | Feb. 14, 2025 | ||||||||||||||||
| Document Effective Date | dei_DocumentEffectiveDate | Feb. 14, 2025 | ||||||||||||||||
| Prospectus Date | rr_ProspectusDate | Feb. 14, 2025 | ||||||||||||||||
| F/m Ultrashort Treasury Inflation-Protected Security (TIPS) ETF | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk/Return [Heading] | rr_RiskReturnHeading | SUMMARY SECTION – F/m Ultrashort Treasury Inflation-Protected Security (TIPS) ETF (RBIL) | ||||||||||||||||
| Objective [Heading] | rr_ObjectiveHeading | Investment Objective | ||||||||||||||||
| Objective, Primary [Text Block] | rr_ObjectivePrimaryTextBlock | The investment objective of the F/m Ultrashort Treasury Inflation-Protected Security (TIPS) ETF (the “F/m Ultrashort TIPS Fund” or the “Fund”) is to seek investment results that correspond (before fees and expenses) generally to the price and yield performance of the Bloomberg U.S. Ultrashort TIPS 1-13 Months Total Return Unhedged USD Index (I39232US). |
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| Expense [Heading] | rr_ExpenseHeading | Fees and Expenses | ||||||||||||||||
| Expense Narrative [Text Block] | rr_ExpenseNarrativeTextBlock | This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the F/m Ultrashort TIPS Fund (“Shares”). You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below. |
||||||||||||||||
| Operating Expenses Caption [Text] | rr_OperatingExpensesCaption | Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment): | ||||||||||||||||
| Portfolio Turnover [Heading] | rr_PortfolioTurnoverHeading | Portfolio Turnover | ||||||||||||||||
| Portfolio Turnover [Text Block] | rr_PortfolioTurnoverTextBlock | The F/m Ultrashort TIPS 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 the Fund Shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. No portfolio turnover rate is provided for the Fund because the Fund did not commence operations prior to the date of this Prospectus. |
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| Expense Example [Heading] | rr_ExpenseExampleHeading | Example | ||||||||||||||||
| Expense Example Narrative [Text Block] | rr_ExpenseExampleNarrativeTextBlock | This Example is intended to help you compare the cost of investing in the F/m Ultrashort TIPS Fund with the cost of investing in other funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then hold or redeem all of your Shares at the end of those periods. The Example also assumes that: (1) your investment has a 5% return each year, and (2) 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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| Strategy [Heading] | rr_StrategyHeading | Principal Investment Strategies | ||||||||||||||||
| Strategy Narrative [Text Block] | rr_StrategyNarrativeTextBlock | The F/m Ultrashort TIPS Fund is a passively-managed exchange-traded fund (“ETF”) that seeks investment results, before fees and expenses, that correspond generally to the price and yield performance of the Bloomberg U.S. Ultrashort TIPS 1-13 Months Total Return Unhedged USD Index (I39232US) (“Underlying Index”), which measures the performance of U.S. Treasury Inflation-Protected Securities (“TIPS”) with maturities from 1 month up to (but not including) 13 months. TIPS are income-generating instruments whose interest and principal payments are adjusted for inflation. The inflation adjustment, which is typically applied monthly to the principal of the bond, follows a designated inflation index, the non-seasonally adjusted Consumer Price Index for All Urban Consumers (“CPI-U”), and TIPS’ principal payments are adjusted according to changes in the CPI-U. A fixed coupon rate is applied to the inflation-adjusted principal so that, as inflation rises, both the principal value and the interest payments increase. This can provide a hedge against inflation, as it helps preserve the purchasing power of an investment. Because of this inflation adjustment feature, inflation-protected bonds typically have lower yields than conventional fixed-rate bonds. Under normal market conditions, F/m Investments LLC (the “Adviser”) seeks to achieve the Fund’s investment objective by investing at least 80% of the Fund’s net assets (plus any borrowings for investment purposes) in TIPS with maturities of 1-13 months.
The Adviser uses a representative sampling indexing strategy in seeking to achieve the Fund’s investment objective. Under normal market conditions, the Fund invests substantially all of its assets in the securities comprising the Underlying Index and in securities that the Adviser determines to have economic characteristics that are substantially identical to the economic characteristics of the securities that comprise the Underlying Index, including, but not limited to, bonds that are capital-indexed and linked to a commonly used domestic inflation index.
In seeking to track the Underlying Index, the Fund may invest in securities that are not included in the Underlying Index, cash and cash equivalents and/or money market instruments, such as repurchase agreements and money market funds. The Fund is “non-diversified,” which means it may invest a greater percentage of its assets in the securities of a single issuer than a “diversified” fund.
The Underlying Index
The Underlying Index was incepted in January 2025, with history back to January 1, 2015, by Bloomberg Finance LP (the “Index Provider”). The Underlying Index is composed of equally weighted sub-components that have a remaining maturity from one (1) month up to (but not including) thirteen (13) months (e.g., 1-2 month maturities, 2-3 maturities, etc.). Federal Reserve holdings of TIPS are excluded from the face amount outstanding of each bond in the Underlying Index.
The Underlying Index has a minimum liquidity requirement of $500M USD par amount outstanding (not adjusted for index duration). The bonds included in the Underlying Index are capital-indexed and linked to a commonly used domestic inflation index. Principal and interest are inflation-linked and denominated in U.S. dollars. The bonds are rated investment grade (Baa3/BBB-/BBB- or higher) using the middle rating of Moody’s® Investors Service, Inc.(“Moody’s”), Fitch Ratings, Inc. (“Fitch”) and Standard & Poor’s® Financial Services LLC (“S&P”); when a rating from only two agencies is available, the lower is used; when only one agency rates a bond, that rating is used. In cases where explicit bond level ratings are not available, the Index Provider may use other sources to classify securities by credit quality.
The Underlying Index is rebalanced by the Index Provider on the last business day of each month. The Underlying Index is calculated and administered by the Index Provider, which is not affiliated with the Fund or the Adviser. The Index Provider calculates the Underlying Index and Parent Index on a total return basis.
Additional information regarding the Underlying Index, including its value, is available at https://www.bloomberg.com/professional/products/indices/fixed-income/.
The Fund may invest in securities of other affiliated and unaffiliated ETFs registered under the Investment Company Act of 1940, as amended, that invest primarily in Fund eligible investments (collectively, “Underlying Funds”) to the extent permitted by applicable law and subject to certain restrictions.
The Fund may also seek to increase its income by lending securities. These loans will be secured by collateral (consisting of cash, U.S. government securities, or irrevocable letters of credit) maintained in an amount equal to at least 100% of the market value, determined daily, of the loaned securities. Cash collateral received by the Fund in connection with its lending of portfolio securities will be invested in short-term investments, including money market funds.
The F/m Ultrashort TIPS Fund has elected to qualify each year for treatment as a regulated investment company (“RIC”) under Subchapter M of Subtitle A, Chapter 1, of the Internal Revenue Code of 1986, as amended (the “Code”). |
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| Risk [Heading] | rr_RiskHeading | Principal Investment Risks | ||||||||||||||||
| Bar Chart and Performance Table [Heading] | rr_BarChartAndPerformanceTableHeading | Performance Information | ||||||||||||||||
| Performance Narrative [Text Block] | rr_PerformanceNarrativeTextBlock | Performance information for the F/m Ultrashort TIPS Fund is not included because the Fund had not commenced operations prior to the date of this Prospectus. Performance information will be included once the Fund has at least one calendar year of performance. Updated performance information will be available on the Fund’s website at www.ustreasuryetf.com. |
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| Performance One Year or Less [Text] | rr_PerformanceOneYearOrLess | Performance information will be included once the Fund has at least one calendar year of performance. | ||||||||||||||||
| Performance Availability Website Address [Text] | rr_PerformanceAvailabilityWebSiteAddress | www.ustreasuryetf.com | ||||||||||||||||
| F/m Ultrashort Treasury Inflation-Protected Security (TIPS) ETF | Risk Lose Money [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock | As with any investment, you could lose all or part of your investment in the F/m Ultrashort TIPS Fund and the Fund’s performance could trail that of other investments. | ||||||||||||||||
| F/m Ultrashort Treasury Inflation-Protected Security (TIPS) ETF | Affiliated Fund Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
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| F/m Ultrashort Treasury Inflation-Protected Security (TIPS) ETF | Asset Class Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
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| F/m Ultrashort Treasury Inflation-Protected Security (TIPS) ETF | Concentration Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
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| F/m Ultrashort Treasury Inflation-Protected Security (TIPS) ETF | Cyber Security Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
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| F/m Ultrashort Treasury Inflation-Protected Security (TIPS) ETF | Duration Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
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| F/m Ultrashort Treasury Inflation-Protected Security (TIPS) ETF | ETF Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
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| F/m Ultrashort Treasury Inflation-Protected Security (TIPS) ETF | Fixed Income Market Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
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| F/m Ultrashort Treasury Inflation-Protected Security (TIPS) ETF | High Portfolio Turnover Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
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| F/m Ultrashort Treasury Inflation-Protected Security (TIPS) ETF | Income Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
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| F/m Ultrashort Treasury Inflation-Protected Security (TIPS) ETF | Index Related Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
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| F/m Ultrashort Treasury Inflation-Protected Security (TIPS) ETF | Inflation Indexed Bonds Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
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| F/m Ultrashort Treasury Inflation-Protected Security (TIPS) ETF | Inflation Linked Securities [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
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| F/m Ultrashort Treasury Inflation-Protected Security (TIPS) ETF | Interest Rate Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
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| F/m Ultrashort Treasury Inflation-Protected Security (TIPS) ETF | Management Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
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| F/m Ultrashort Treasury Inflation-Protected Security (TIPS) ETF | Market Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
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| F/m Ultrashort Treasury Inflation-Protected Security (TIPS) ETF | Market Trading Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
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| F/m Ultrashort Treasury Inflation-Protected Security (TIPS) ETF | New Fund Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
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| F/m Ultrashort Treasury Inflation-Protected Security (TIPS) ETF | Operational Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
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| F/m Ultrashort Treasury Inflation-Protected Security (TIPS) ETF | Passive Investment Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
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| F/m Ultrashort Treasury Inflation-Protected Security (TIPS) ETF | Reinvestment Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
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| F/m Ultrashort Treasury Inflation-Protected Security (TIPS) ETF | Risk Of Investing In The United States [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
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| F/m Ultrashort Treasury Inflation-Protected Security (TIPS) ETF | Securities Lending Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
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| F/m Ultrashort Treasury Inflation-Protected Security (TIPS) ETF | US Treasury Obligations Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
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| F/m Ultrashort Treasury Inflation-Protected Security (TIPS) ETF | F/m Ultrashort Treasury Inflation-Protected Security (TIPS) ETF Shares | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Trading Symbol | dei_TradingSymbol | RBIL | ||||||||||||||||
| Management Fees (as a percentage of Assets) | rr_ManagementFeesOverAssets | 0.25% | ||||||||||||||||
| Distribution and Service (12b-1) Fees | rr_DistributionAndService12b1FeesOverAssets | none | ||||||||||||||||
| Other Expenses (as a percentage of Assets): | rr_OtherExpensesOverAssets | none | [1] | |||||||||||||||
| Expenses (as a percentage of Assets) | rr_ExpensesOverAssets | 0.25% | ||||||||||||||||
| Expense Example, with Redemption, 1 Year | rr_ExpenseExampleYear01 | $ 26 | ||||||||||||||||
| Expense Example, with Redemption, 3 Years | rr_ExpenseExampleYear03 | $ 80 | ||||||||||||||||
| F/m Yield Curve Steepening Strategy ETF | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk/Return [Heading] | rr_RiskReturnHeading | SUMMARY SECTION – F/m Yield Curve Steepening Strategy ETF (USTP) | ||||||||||||||||
| Objective [Heading] | rr_ObjectiveHeading | Investment Objective | ||||||||||||||||
| Objective, Primary [Text Block] | rr_ObjectivePrimaryTextBlock | The investment objective of the F/m Yield Curve Steepening Strategy ETF (the “F/m Yield Curve Steepening Fund” or the “Fund”) is to seek to implement a steepener yield curve strategy that is designed to benefit from the widening spread between short-term and long-term U.S. Treasury yields that typically occurs when shorter-maturity rates fall faster than longer-maturity rates, or when longer-maturity rates rise relative to shorter-maturity rates. |
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| Expense [Heading] | rr_ExpenseHeading | Fees and Expenses | ||||||||||||||||
| Expense Narrative [Text Block] | rr_ExpenseNarrativeTextBlock | This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the F/m Yield Curve Steepening Fund (“Shares”). You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below. |
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| Operating Expenses Caption [Text] | rr_OperatingExpensesCaption | Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment): | ||||||||||||||||
| Portfolio Turnover [Heading] | rr_PortfolioTurnoverHeading | Portfolio Turnover | ||||||||||||||||
| Portfolio Turnover [Text Block] | rr_PortfolioTurnoverTextBlock | The F/m Yield Curve Steepening Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund Shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. No portfolio turnover rate is provided for the Fund because the Fund had not commenced operations prior to the date of this Prospectus. |
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| Expense Example [Heading] | rr_ExpenseExampleHeading | Example | ||||||||||||||||
| Expense Example Narrative [Text Block] | rr_ExpenseExampleNarrativeTextBlock | This Example is intended to help you compare the cost of investing in the F/m Yield Curve Steepening Fund with the cost of investing in other funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then hold or redeem all of your Shares at the end of those periods. The Example also assumes that: (1) your investment has a 5% return each year, and (2) 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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| Strategy [Heading] | rr_StrategyHeading | Principal Investment Strategies | ||||||||||||||||
| Strategy Narrative [Text Block] | rr_StrategyNarrativeTextBlock | The F/m Yield Curve Steepening Fund is an actively-managed exchange-traded fund (“ETF”) that seeks to implement a steepener yield curve strategy that is designed to benefit from the widening spread between short-term and long-term U.S. Treasury yields that typically occurs when shorter-maturity rates fall faster than longer-maturity rates, or when longer-maturity rates rise relative to shorter-maturity rates.
Under normal market conditions, F/m Investments LLC (the “Adviser”) seeks to achieve the Fund’s investment objective by investing at least 80% of the Fund’s net assets (plus any borrowings for investment purposes) in a combination of long and short positions in U.S. Treasury securities or derivatives, such as U.S. Treasury futures, interest rate swaps, and options, to express a view on the shape of the yield curve. Specifically, the Fund may:
The Adviser actively manages the Fund’s positions based on market conditions, macroeconomic trends, and interest rate forecasts. The Fund’s portfolio is constructed and rebalanced periodically to maintain exposure aligned with the yield steepener objective, considering factors such as economic data, Federal Reserve policy, and global interest rate dynamics.
The Fund may also allocate a portion of its assets to cash, cash equivalents, or high-quality short-term instruments for liquidity and collateral purposes. The Fund does not seek to maintain a specific duration target, as its primary focus is on the relative movement between segments of the yield curve.
The Fund may enter into reverse repurchase agreements in amounts not exceeding one-third of the Fund’s total assets (including the amount borrowed). The Fund may invest in securities of other affiliated and unaffiliated ETFs registered under the Investment Company Act of 1940, as amended, that invest primarily in Fund eligible investments (collectively, “Underlying Funds”) to the extent permitted by applicable law and subject to certain restrictions.
The Fund may also seek to increase its income by lending securities. These loans will be secured by collateral (consisting of cash, U.S. government securities, or irrevocable letters of credit) maintained in an amount equal to at least 100% of the market value, determined daily, of the loaned securities. Cash collateral received by the Fund in connection with its lending of portfolio securities will be invested in short-term investments, including money market funds.
The F/m Yield Curve Steepening Fund has elected to qualify each year for treatment as a regulated investment company (“RIC”) under Subchapter M of Subtitle A, Chapter 1, of the Internal Revenue Code of 1986, as amended (the “Code”). |
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| Risk [Heading] | rr_RiskHeading | Principal Investment Risks | ||||||||||||||||
| Performance Narrative [Text Block] | rr_PerformanceNarrativeTextBlock | Performance Information: Performance information for the F/m Yield Curve Steepening Fund is not included because the Fund had not commenced operations prior to the date of this Prospectus. Performance information will be included once the Fund has at least one calendar year of performance. Updated performance information will be available on the Fund’s website at www.fminvest.com. |
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| Performance One Year or Less [Text] | rr_PerformanceOneYearOrLess | Performance information will be included once the Fund has at least one calendar year of performance. | ||||||||||||||||
| Performance Availability Website Address [Text] | rr_PerformanceAvailabilityWebSiteAddress | www.fminvest.com | ||||||||||||||||
| F/m Yield Curve Steepening Strategy ETF | Risk Lose Money [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock | As a result, you may lose money on your investment in the Fund, and there can be no assurance that the Fund will achieve its investment objective. | ||||||||||||||||
| F/m Yield Curve Steepening Strategy ETF | Affiliated Fund Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
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| F/m Yield Curve Steepening Strategy ETF | Asset Class Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
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| F/m Yield Curve Steepening Strategy ETF | Concentration Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
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| F/m Yield Curve Steepening Strategy ETF | Cyber Security Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
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| F/m Yield Curve Steepening Strategy ETF | Duration Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
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| F/m Yield Curve Steepening Strategy ETF | ETF Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
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| F/m Yield Curve Steepening Strategy ETF | Fixed Income Market Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
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| F/m Yield Curve Steepening Strategy ETF | High Portfolio Turnover Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
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| F/m Yield Curve Steepening Strategy ETF | Income Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
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| F/m Yield Curve Steepening Strategy ETF | Interest Rate Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
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| F/m Yield Curve Steepening Strategy ETF | Market Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
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| F/m Yield Curve Steepening Strategy ETF | Market Trading Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
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| F/m Yield Curve Steepening Strategy ETF | New Fund Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
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| F/m Yield Curve Steepening Strategy ETF | Operational Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
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| F/m Yield Curve Steepening Strategy ETF | Reinvestment Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
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| F/m Yield Curve Steepening Strategy ETF | Risk Of Investing In The United States [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
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| F/m Yield Curve Steepening Strategy ETF | Securities Lending Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
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| F/m Yield Curve Steepening Strategy ETF | US Treasury Obligations Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
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| F/m Yield Curve Steepening Strategy ETF | Active Management Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
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| F/m Yield Curve Steepening Strategy ETF | Cash or Cash Equivalents Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
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| F/m Yield Curve Steepening Strategy ETF | Counterparty Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
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| F/m Yield Curve Steepening Strategy ETF | Derivatives Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
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| F/m Yield Curve Steepening Strategy ETF | Early Close Trading Halt Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
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| F/m Yield Curve Steepening Strategy ETF | Futures Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
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| F/m Yield Curve Steepening Strategy ETF | Illiquid Investments Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
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| F/m Yield Curve Steepening Strategy ETF | Issuer Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
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| F/m Yield Curve Steepening Strategy ETF | Leverage Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
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| F/m Yield Curve Steepening Strategy ETF | Liquidity Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
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| F/m Yield Curve Steepening Strategy ETF | Options Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
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| F/m Yield Curve Steepening Strategy ETF | Over the Counter Market Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
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| F/m Yield Curve Steepening Strategy ETF | Pricing Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
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| F/m Yield Curve Steepening Strategy ETF | Rate Linked Derivatives Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
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| F/m Yield Curve Steepening Strategy ETF | Rating Agencies Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
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| F/m Yield Curve Steepening Strategy ETF | Reverse Repurchase Agreements Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
||||||||||||||||
| F/m Yield Curve Steepening Strategy ETF | Shorting US Treasury Securities Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
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| F/m Yield Curve Steepening Strategy ETF | Swap Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
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| F/m Yield Curve Steepening Strategy ETF | Swaptions Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
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| F/m Yield Curve Steepening Strategy ETF | TBA Securities Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
||||||||||||||||
| F/m Yield Curve Steepening Strategy ETF | U S Treasury and Agency Market Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
||||||||||||||||
| F/m Yield Curve Steepening Strategy ETF | Valuation Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
||||||||||||||||
| F/m Yield Curve Steepening Strategy ETF | F/m Yield Curve Steepening Strategy ETF Shares | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Trading Symbol | dei_TradingSymbol | USTP | ||||||||||||||||
| Management Fees (as a percentage of Assets) | rr_ManagementFeesOverAssets | 0.50% | ||||||||||||||||
| Distribution and Service (12b-1) Fees | rr_DistributionAndService12b1FeesOverAssets | none | ||||||||||||||||
| Other Expenses (as a percentage of Assets): | rr_OtherExpensesOverAssets | none | ||||||||||||||||
| Expenses (as a percentage of Assets) | rr_ExpensesOverAssets | 0.50% | ||||||||||||||||
| Expense Example, with Redemption, 1 Year | rr_ExpenseExampleYear01 | $ 51 | ||||||||||||||||
| Expense Example, with Redemption, 3 Years | rr_ExpenseExampleYear03 | $ 160 | ||||||||||||||||
| F/m Yield Curve Flattening Strategy ETF | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk/Return [Heading] | rr_RiskReturnHeading | SUMMARY SECTION – F/m Yield Curve Flattening Strategy ETF (UFLT) | ||||||||||||||||
| Objective [Heading] | rr_ObjectiveHeading | Investment Objective | ||||||||||||||||
| Objective, Primary [Text Block] | rr_ObjectivePrimaryTextBlock | The investment objective of the F/m Yield Curve Flattening Strategy ETF (the “F/m Yield Curve Flattening Fund” or the “Fund”) is to seek to implement a flattener yield curve strategy that is designed to benefit from the narrowing spread between short-term and long-term U.S. Treasury yields that typically occurs when shorter-maturity rates rise faster than longer-maturity rates, or when longer-maturity rates decline relative to shorter-maturity rates. |
||||||||||||||||
| Expense [Heading] | rr_ExpenseHeading | Fees and Expenses | ||||||||||||||||
| Expense Narrative [Text Block] | rr_ExpenseNarrativeTextBlock | This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the F/m Yield Curve Flattening Fund (“Shares”). You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below. |
||||||||||||||||
| Operating Expenses Caption [Text] | rr_OperatingExpensesCaption | Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment): | ||||||||||||||||
| Portfolio Turnover [Heading] | rr_PortfolioTurnoverHeading | Portfolio Turnover | ||||||||||||||||
| Portfolio Turnover [Text Block] | rr_PortfolioTurnoverTextBlock | The F/m Yield Curve Flattening Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund Shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. No portfolio turnover rate is provided for the Fund because the Fund had not commenced operations prior to the date of this Prospectus. |
||||||||||||||||
| Expense Example [Heading] | rr_ExpenseExampleHeading | Example | ||||||||||||||||
| Expense Example Narrative [Text Block] | rr_ExpenseExampleNarrativeTextBlock | This Example is intended to help you compare the cost of investing in the F/m Yield Curve Flattening Fund with the cost of investing in other funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then hold or redeem all of your Shares at the end of those periods. The Example also assumes that: (1) your investment has a 5% return each year, and (2) 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: |
||||||||||||||||
| Strategy [Heading] | rr_StrategyHeading | Principal Investment Strategies | ||||||||||||||||
| Strategy Narrative [Text Block] | rr_StrategyNarrativeTextBlock | The F/m Yield Curve Flattening Fund is an actively-managed exchange-traded fund (“ETF”) that seeks to implement a flattener yield curve strategy that is designed to benefit from the narrowing spread between short-term and long-term U.S. Treasury yields that typically occurs when shorter-maturity rates rise faster than longer-maturity rates, or when longer-maturity rates decline relative to shorter-maturity rates.
Under normal market conditions, F/m Investments LLC (the “Adviser”) seeks to achieve the Fund’s investment objective by investing at least 80% of the Fund’s net assets (plus any borrowings for investment purposes) in a combination of long and short positions in U.S. Treasury securities or derivatives, such as U.S. Treasury futures, interest rate swaps, and options, to express a view on the shape of the yield curve. Specifically, the Fund may:
The Adviser actively manages the Fund’s positions based on market conditions, macroeconomic trends, and interest rate forecasts. The Fund’s portfolio is constructed and rebalanced periodically to maintain exposure aligned with the yield flattener objective, considering factors such as economic data, Federal Reserve policy, and global interest rate dynamics. The Fund may also allocate a portion of its assets to cash, cash equivalents, or high-quality short-term instruments for liquidity and collateral purposes. The Fund does not seek to maintain a specific duration target, as its primary focus is on the relative movement between segments of the yield curve.
The Fund may enter into reverse repurchase agreements in amounts not exceeding one-third of the Fund’s total assets (including the amount borrowed). The Fund may invest in securities of other affiliated and unaffiliated ETFs registered under the Investment Company Act of 1940, as amended, that invest primarily in Fund eligible investments (collectively, “Underlying Funds”) to the extent permitted by applicable law and subject to certain restrictions.
The Fund may also seek to increase its income by lending securities. These loans will be secured by collateral (consisting of cash, U.S. government securities, or irrevocable letters of credit) maintained in an amount equal to at least 100% of the market value, determined daily, of the loaned securities. Cash collateral received by the Fund in connection with its lending of portfolio securities will be invested in short-term investments, including money market funds.
The F/m Yield Curve Flattening Fund has elected to qualify each year for treatment as a regulated investment company (“RIC”) under Subchapter M of Subtitle A, Chapter 1, of the Internal Revenue Code of 1986, as amended (the “Code”). |
||||||||||||||||
| Risk [Heading] | rr_RiskHeading | Principal Investment Risks | ||||||||||||||||
| Performance Narrative [Text Block] | rr_PerformanceNarrativeTextBlock | Performance Information: Performance information for the F/m Yield Curve Flattening Fund is not included because the Fund had not commenced operations prior to the date of this Prospectus. Performance information will be included once the Fund has at least one calendar year of performance. Updated performance information will be available on the Fund’s website at www.fminvest.com. |
||||||||||||||||
| Performance One Year or Less [Text] | rr_PerformanceOneYearOrLess | Performance information will be included once the Fund has at least one calendar year of performance. | ||||||||||||||||
| Performance Availability Website Address [Text] | rr_PerformanceAvailabilityWebSiteAddress | www.fminvest.com | ||||||||||||||||
| F/m Yield Curve Flattening Strategy ETF | Risk Lose Money [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock | As a result, you may lose money on your investment in the Fund, and there can be no assurance that the Fund will achieve its investment objective. | ||||||||||||||||
| F/m Yield Curve Flattening Strategy ETF | Affiliated Fund Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
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| F/m Yield Curve Flattening Strategy ETF | Asset Class Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
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| F/m Yield Curve Flattening Strategy ETF | Concentration Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
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| F/m Yield Curve Flattening Strategy ETF | Cyber Security Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
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| F/m Yield Curve Flattening Strategy ETF | Duration Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
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| F/m Yield Curve Flattening Strategy ETF | ETF Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
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| F/m Yield Curve Flattening Strategy ETF | High Portfolio Turnover Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
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| F/m Yield Curve Flattening Strategy ETF | Income Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
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| F/m Yield Curve Flattening Strategy ETF | Interest Rate Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
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| F/m Yield Curve Flattening Strategy ETF | Market Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
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| F/m Yield Curve Flattening Strategy ETF | Market Trading Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
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| F/m Yield Curve Flattening Strategy ETF | New Fund Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
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| F/m Yield Curve Flattening Strategy ETF | Operational Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
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| F/m Yield Curve Flattening Strategy ETF | Reinvestment Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
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| F/m Yield Curve Flattening Strategy ETF | Risk Of Investing In The United States [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
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| F/m Yield Curve Flattening Strategy ETF | Securities Lending Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
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| F/m Yield Curve Flattening Strategy ETF | US Treasury Obligations Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
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| F/m Yield Curve Flattening Strategy ETF | Active Management Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
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| F/m Yield Curve Flattening Strategy ETF | Cash or Cash Equivalents Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
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| F/m Yield Curve Flattening Strategy ETF | Counterparty Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
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| F/m Yield Curve Flattening Strategy ETF | Derivatives Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
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| F/m Yield Curve Flattening Strategy ETF | Early Close Trading Halt Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
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| F/m Yield Curve Flattening Strategy ETF | Futures Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
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| F/m Yield Curve Flattening Strategy ETF | Illiquid Investments Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
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| F/m Yield Curve Flattening Strategy ETF | Issuer Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
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| F/m Yield Curve Flattening Strategy ETF | Leverage Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
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| F/m Yield Curve Flattening Strategy ETF | Liquidity Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
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| F/m Yield Curve Flattening Strategy ETF | Options Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
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| F/m Yield Curve Flattening Strategy ETF | Over the Counter Market Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
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| F/m Yield Curve Flattening Strategy ETF | Pricing Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
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| F/m Yield Curve Flattening Strategy ETF | Rate Linked Derivatives Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
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| F/m Yield Curve Flattening Strategy ETF | Rating Agencies Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
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| F/m Yield Curve Flattening Strategy ETF | Reverse Repurchase Agreements Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
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| F/m Yield Curve Flattening Strategy ETF | Shorting US Treasury Securities Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
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| F/m Yield Curve Flattening Strategy ETF | Swap Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
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| F/m Yield Curve Flattening Strategy ETF | Swaptions Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
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| F/m Yield Curve Flattening Strategy ETF | TBA Securities Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
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| F/m Yield Curve Flattening Strategy ETF | U S Treasury and Agency Market Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
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| F/m Yield Curve Flattening Strategy ETF | Valuation Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
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| F/m Yield Curve Flattening Strategy ETF | Fixed Income Securities Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
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| F/m Yield Curve Flattening Strategy ETF | F/m Yield Curve Flattening Strategy ETF Shares | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Trading Symbol | dei_TradingSymbol | UFLT | ||||||||||||||||
| Management Fees (as a percentage of Assets) | rr_ManagementFeesOverAssets | 0.50% | ||||||||||||||||
| Distribution and Service (12b-1) Fees | rr_DistributionAndService12b1FeesOverAssets | none | ||||||||||||||||
| Other Expenses (as a percentage of Assets): | rr_OtherExpensesOverAssets | none | ||||||||||||||||
| Expenses (as a percentage of Assets) | rr_ExpensesOverAssets | 0.50% | ||||||||||||||||
| Expense Example, with Redemption, 1 Year | rr_ExpenseExampleYear01 | $ 51 | ||||||||||||||||
| Expense Example, with Redemption, 3 Years | rr_ExpenseExampleYear03 | $ 160 | ||||||||||||||||
| F/m Rising Interest Rates Strategy ETF | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk/Return [Heading] | rr_RiskReturnHeading | SUMMARY SECTION – F/m Rising Interest Rates Strategy ETF (URIZ) | ||||||||||||||||
| Objective [Heading] | rr_ObjectiveHeading | Investment Objective | ||||||||||||||||
| Objective, Primary [Text Block] | rr_ObjectivePrimaryTextBlock | The investment objective of the F/m Rising Interest Rates Strategy ETF (the “F/m Rising Rates Fund” or the “Fund”) is to seek to implement a rising rate strategy that is designed to benefit from rising interest rates in both short-term and long-term U.S. Treasury yields. |
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| Expense [Heading] | rr_ExpenseHeading | Fees and Expenses | ||||||||||||||||
| Expense Narrative [Text Block] | rr_ExpenseNarrativeTextBlock | This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the F/m Rising Rates Fund (“Shares”). You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below. |
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| Operating Expenses Caption [Text] | rr_OperatingExpensesCaption | Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment): | ||||||||||||||||
| Portfolio Turnover [Heading] | rr_PortfolioTurnoverHeading | Portfolio Turnover | ||||||||||||||||
| Portfolio Turnover [Text Block] | rr_PortfolioTurnoverTextBlock | The F/m Rising Rates Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund Shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. No portfolio turnover rate is provided for the Fund because the Fund had not commenced operations prior to the date of this Prospectus. |
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| Expense Example [Heading] | rr_ExpenseExampleHeading | Example | ||||||||||||||||
| Expense Example Narrative [Text Block] | rr_ExpenseExampleNarrativeTextBlock | This Example is intended to help you compare the cost of investing in the F/m Rising Rates Fund with the cost of investing in other funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then hold or redeem all of your Shares at the end of those periods. The Example also assumes that: (1) your investment has a 5% return each year, and (2) 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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| Strategy [Heading] | rr_StrategyHeading | Principal Investment Strategies | ||||||||||||||||
| Strategy Narrative [Text Block] | rr_StrategyNarrativeTextBlock | The F/m Rising Rates Fund is an actively-managed exchange-traded fund (“ETF”) that seeks to implement a rising rate strategy that is designed to benefit from rising interest rates in both short-term and long-term U.S. Treasury yields.
Under normal market conditions, F/m Investments LLC (the “Adviser”) seeks to achieve the Fund’s investment objective by investing at least 80% of the Fund’s net assets (plus any borrowings for investment purposes) in a combination of long and short positions in U.S. Treasury securities or derivatives, such as U.S. Treasury futures, interest rate swaps, and options, to express a view on the direction of interest rates. Specifically, the Fund may:
The Adviser actively manages the Fund’s positions based on market conditions, macroeconomic trends, and interest rate forecasts. The Fund’s portfolio is constructed and rebalanced periodically to maintain exposure aligned with rising rates strategy, considering factors such as economic data, Federal Reserve policy, and global interest rate dynamics.
The Fund may also allocate a portion of its assets to cash, cash equivalents, or high-quality short-term instruments for liquidity and collateral purposes. The Fund does not seek to maintain a specific duration target, as its primary focus is on the relative movement between segments of the yield curve. The Fund may enter into reverse repurchase agreements in amounts not exceeding one-third of the Fund’s total assets (including the amount borrowed). The Fund may invest in securities of other affiliated and unaffiliated ETFs registered under the Investment Company Act of 1940, as amended, that invest primarily in Fund eligible investments (collectively, “Underlying Funds”) to the extent permitted by applicable law and subject to certain restrictions.
The Fund may also seek to increase its income by lending securities. These loans will be secured by collateral (consisting of cash, U.S. government securities, or irrevocable letters of credit) maintained in an amount equal to at least 100% of the market value, determined daily, of the loaned securities. Cash collateral received by the Fund in connection with its lending of portfolio securities will be invested in short-term investments, including money market funds.
The F/m Rising Rates Fund has elected to qualify each year for treatment as a regulated investment company (“RIC”) under Subchapter M of Subtitle A, Chapter 1, of the Internal Revenue Code of 1986, as amended (the “Code”). |
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| Risk [Heading] | rr_RiskHeading | Principal Investment Risks | ||||||||||||||||
| Performance Narrative [Text Block] | rr_PerformanceNarrativeTextBlock | Performance Information: Performance information for the F/m Rising Rates Fund is not included because the Fund had not commenced operations prior to the date of this Prospectus. Performance information will be included once the Fund has at least one calendar year of performance. Updated performance information will be available on the Fund’s website at www.fminvest.com. |
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| Performance One Year or Less [Text] | rr_PerformanceOneYearOrLess | Performance information will be included once the Fund has at least one calendar year of performance. | ||||||||||||||||
| Performance Availability Website Address [Text] | rr_PerformanceAvailabilityWebSiteAddress | www.fminvest.com | ||||||||||||||||
| F/m Rising Interest Rates Strategy ETF | Risk Lose Money [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock | As a result, you may lose money on your investment in the Fund, and there can be no assurance that the Fund will achieve its investment objective. | ||||||||||||||||
| F/m Rising Interest Rates Strategy ETF | Affiliated Fund Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
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| F/m Rising Interest Rates Strategy ETF | Asset Class Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
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| F/m Rising Interest Rates Strategy ETF | Concentration Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
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| F/m Rising Interest Rates Strategy ETF | Cyber Security Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
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| F/m Rising Interest Rates Strategy ETF | Duration Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
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| F/m Rising Interest Rates Strategy ETF | ETF Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
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| F/m Rising Interest Rates Strategy ETF | Fixed Income Market Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
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| F/m Rising Interest Rates Strategy ETF | High Portfolio Turnover Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
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| F/m Rising Interest Rates Strategy ETF | Income Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
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| F/m Rising Interest Rates Strategy ETF | Interest Rate Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
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| F/m Rising Interest Rates Strategy ETF | Market Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
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| F/m Rising Interest Rates Strategy ETF | Market Trading Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
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| F/m Rising Interest Rates Strategy ETF | New Fund Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
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| F/m Rising Interest Rates Strategy ETF | Operational Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
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| F/m Rising Interest Rates Strategy ETF | Reinvestment Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
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| F/m Rising Interest Rates Strategy ETF | Risk Of Investing In The United States [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
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| F/m Rising Interest Rates Strategy ETF | Securities Lending Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
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| F/m Rising Interest Rates Strategy ETF | US Treasury Obligations Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
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| F/m Rising Interest Rates Strategy ETF | Active Management Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
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| F/m Rising Interest Rates Strategy ETF | Cash or Cash Equivalents Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
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| F/m Rising Interest Rates Strategy ETF | Counterparty Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
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| F/m Rising Interest Rates Strategy ETF | Derivatives Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
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| F/m Rising Interest Rates Strategy ETF | Early Close Trading Halt Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
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| F/m Rising Interest Rates Strategy ETF | Futures Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
||||||||||||||||
| F/m Rising Interest Rates Strategy ETF | Illiquid Investments Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
||||||||||||||||
| F/m Rising Interest Rates Strategy ETF | Issuer Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
||||||||||||||||
| F/m Rising Interest Rates Strategy ETF | Leverage Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
||||||||||||||||
| F/m Rising Interest Rates Strategy ETF | Liquidity Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
||||||||||||||||
| F/m Rising Interest Rates Strategy ETF | Options Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
||||||||||||||||
| F/m Rising Interest Rates Strategy ETF | Over the Counter Market Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
||||||||||||||||
| F/m Rising Interest Rates Strategy ETF | Pricing Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
||||||||||||||||
| F/m Rising Interest Rates Strategy ETF | Rate Linked Derivatives Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
||||||||||||||||
| F/m Rising Interest Rates Strategy ETF | Rating Agencies Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
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| F/m Rising Interest Rates Strategy ETF | Reverse Repurchase Agreements Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
||||||||||||||||
| F/m Rising Interest Rates Strategy ETF | Shorting US Treasury Securities Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
||||||||||||||||
| F/m Rising Interest Rates Strategy ETF | Swap Risk [Member] | ||||||||||||||||||
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||||||||||||||||
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| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Trading Symbol | dei_TradingSymbol | URIZ | ||||||||||||||||
| Management Fees (as a percentage of Assets) | rr_ManagementFeesOverAssets | 0.50% | ||||||||||||||||
| Distribution and Service (12b-1) Fees | rr_DistributionAndService12b1FeesOverAssets | none | ||||||||||||||||
| Other Expenses (as a percentage of Assets): | rr_OtherExpensesOverAssets | none | ||||||||||||||||
| Expenses (as a percentage of Assets) | rr_ExpensesOverAssets | 0.50% | ||||||||||||||||
| Expense Example, with Redemption, 1 Year | rr_ExpenseExampleYear01 | $ 51 | ||||||||||||||||
| Expense Example, with Redemption, 3 Years | rr_ExpenseExampleYear03 | $ 160 | ||||||||||||||||
| F/m Falling Interest Rates Strategy ETF | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk/Return [Heading] | rr_RiskReturnHeading | SUMMARY SECTION – F/m Falling Interest Rates Strategy ETF (UFAL) | ||||||||||||||||
| Objective [Heading] | rr_ObjectiveHeading | Investment Objective | ||||||||||||||||
| Objective, Primary [Text Block] | rr_ObjectivePrimaryTextBlock | The investment objective of the F/m Falling Interest Rates Strategy ETF (the “F/m Falling Rates Fund” or the “Fund”) is to seek to implement a falling rate strategy that is designed to benefit from falling interest rates in both short-term and long-term U.S. Treasury yields. |
||||||||||||||||
| Expense [Heading] | rr_ExpenseHeading | Fees and Expenses | ||||||||||||||||
| Expense Narrative [Text Block] | rr_ExpenseNarrativeTextBlock | This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the F/m Falling Rates Fund (“Shares”). You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below. |
||||||||||||||||
| Operating Expenses Caption [Text] | rr_OperatingExpensesCaption | Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment): | ||||||||||||||||
| Portfolio Turnover [Heading] | rr_PortfolioTurnoverHeading | Portfolio Turnover | ||||||||||||||||
| Portfolio Turnover [Text Block] | rr_PortfolioTurnoverTextBlock | The F/m Falling Rates Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund Shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. No portfolio turnover rate is provided for the Fund because the Fund had not commenced operations prior to the date of this Prospectus. |
||||||||||||||||
| Expense Example [Heading] | rr_ExpenseExampleHeading | Example | ||||||||||||||||
| Expense Example Narrative [Text Block] | rr_ExpenseExampleNarrativeTextBlock | This Example is intended to help you compare the cost of investing in the F/m Falling Rates Fund with the cost of investing in other funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then hold or redeem all of your Shares at the end of those periods. The Example also assumes that: (1) your investment has a 5% return each year, and (2) 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: |
||||||||||||||||
| Strategy [Heading] | rr_StrategyHeading | Principal Investment Strategies | ||||||||||||||||
| Strategy Narrative [Text Block] | rr_StrategyNarrativeTextBlock | The F/m Falling Rates Fund is an actively-managed exchange-traded fund (“ETF”) that seeks to implement a falling rate strategy that is designed to benefit from falling interest rates in both short-term and long-term U.S. Treasury yields.
Under normal market conditions, F/m Investments LLC (the “Adviser”) seeks to achieve the Fund’s investment objective by investing at least 80% of the Fund’s net assets (plus any borrowings for investment purposes) in a combination of long and short positions in U.S. Treasury securities or derivatives, such as U.S. Treasury futures, interest rate swaps, and options, to express a view on the direction of interest rates. Specifically, the Fund may:
The Adviser actively manages the Fund’s positions based on market conditions, macroeconomic trends, and interest rate forecasts. The Fund’s portfolio is constructed and rebalanced periodically to maintain exposure aligned with the rising rates view, considering factors such as economic data, Federal Reserve policy, and global interest rate dynamics.
The Fund may also allocate a portion of its assets to cash, cash equivalents, or high-quality short-term instruments for liquidity and collateral purposes. The Fund does not seek to maintain a specific duration target, as its primary focus is on the relative movement between segments of the yield curve. The Fund may enter into reverse repurchase agreements in amounts not exceeding one-third of the Fund’s total assets (including the amount borrowed). The Fund may invest in securities of other affiliated and unaffiliated ETFs registered under the Investment Company Act of 1940, as amended, that invest primarily in Fund eligible investments (collectively, “Underlying Funds”) to the extent permitted by applicable law and subject to certain restrictions.
The Fund may also seek to increase its income by lending securities. These loans will be secured by collateral (consisting of cash, U.S. government securities, or irrevocable letters of credit) maintained in an amount equal to at least 100% of the market value, determined daily, of the loaned securities. Cash collateral received by the Fund in connection with its lending of portfolio securities will be invested in short-term investments, including money market funds.
The F/m Falling Rates Fund has elected to qualify each year for treatment as a regulated investment company (“RIC”) under Subchapter M of Subtitle A, Chapter 1, of the Internal Revenue Code of 1986, as amended (the “Code”). |
||||||||||||||||
| Risk [Heading] | rr_RiskHeading | Principal Investment Risks | ||||||||||||||||
| Performance Narrative [Text Block] | rr_PerformanceNarrativeTextBlock | Performance Information: Performance information for the F/m Falling Rates Fund is not included because the Fund had not commenced operations prior to the date of this Prospectus. Performance information will be included once the Fund has at least one calendar year of performance. Updated performance information will be available on the Fund’s website at www.fminvest.com. |
||||||||||||||||
| Performance One Year or Less [Text] | rr_PerformanceOneYearOrLess | Performance information will be included once the Fund has at least one calendar year of performance. | ||||||||||||||||
| Performance Availability Website Address [Text] | rr_PerformanceAvailabilityWebSiteAddress | www.fminvest.com | ||||||||||||||||
| F/m Falling Interest Rates Strategy ETF | Risk Lose Money [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock | As a result, you may lose money on your investment in the Fund, and there can be no assurance that the Fund will achieve its investment objective. | ||||||||||||||||
| F/m Falling Interest Rates Strategy ETF | Affiliated Fund Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
||||||||||||||||
| F/m Falling Interest Rates Strategy ETF | Asset Class Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
||||||||||||||||
| F/m Falling Interest Rates Strategy ETF | Concentration Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
||||||||||||||||
| F/m Falling Interest Rates Strategy ETF | Cyber Security Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
||||||||||||||||
| F/m Falling Interest Rates Strategy ETF | Duration Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
||||||||||||||||
| F/m Falling Interest Rates Strategy ETF | ETF Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
||||||||||||||||
| F/m Falling Interest Rates Strategy ETF | Fixed Income Market Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
||||||||||||||||
| F/m Falling Interest Rates Strategy ETF | High Portfolio Turnover Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
||||||||||||||||
| F/m Falling Interest Rates Strategy ETF | Income Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
||||||||||||||||
| F/m Falling Interest Rates Strategy ETF | Interest Rate Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
||||||||||||||||
| F/m Falling Interest Rates Strategy ETF | Market Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
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||||||||||||||||
| F/m Falling Interest Rates Strategy ETF | Market Trading Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
||||||||||||||||
| F/m Falling Interest Rates Strategy ETF | New Fund Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
||||||||||||||||
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| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
||||||||||||||||
| F/m Falling Interest Rates Strategy ETF | Reinvestment Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
||||||||||||||||
| F/m Falling Interest Rates Strategy ETF | Risk Of Investing In The United States [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
||||||||||||||||
| F/m Falling Interest Rates Strategy ETF | Securities Lending Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
||||||||||||||||
| F/m Falling Interest Rates Strategy ETF | US Treasury Obligations Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
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||||||||||||||||
| F/m Falling Interest Rates Strategy ETF | Active Management Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
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||||||||||||||||
| F/m Falling Interest Rates Strategy ETF | Cash or Cash Equivalents Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
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||||||||||||||||
| F/m Falling Interest Rates Strategy ETF | Counterparty Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
||||||||||||||||
| F/m Falling Interest Rates Strategy ETF | Derivatives Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
||||||||||||||||
| F/m Falling Interest Rates Strategy ETF | Early Close Trading Halt Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
||||||||||||||||
| F/m Falling Interest Rates Strategy ETF | Futures Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
||||||||||||||||
| F/m Falling Interest Rates Strategy ETF | Illiquid Investments Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
||||||||||||||||
| F/m Falling Interest Rates Strategy ETF | Issuer Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
||||||||||||||||
| F/m Falling Interest Rates Strategy ETF | Leverage Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
||||||||||||||||
| F/m Falling Interest Rates Strategy ETF | Liquidity Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
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||||||||||||||||
| F/m Falling Interest Rates Strategy ETF | Options Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
||||||||||||||||
| F/m Falling Interest Rates Strategy ETF | Over the Counter Market Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
||||||||||||||||
| F/m Falling Interest Rates Strategy ETF | Pricing Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
||||||||||||||||
| F/m Falling Interest Rates Strategy ETF | Rate Linked Derivatives Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
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||||||||||||||||
| F/m Falling Interest Rates Strategy ETF | Rating Agencies Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
||||||||||||||||
| F/m Falling Interest Rates Strategy ETF | Reverse Repurchase Agreements Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
||||||||||||||||
| F/m Falling Interest Rates Strategy ETF | Shorting US Treasury Securities Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
||||||||||||||||
| F/m Falling Interest Rates Strategy ETF | Swap Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
||||||||||||||||
| F/m Falling Interest Rates Strategy ETF | Swaptions Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
||||||||||||||||
| F/m Falling Interest Rates Strategy ETF | TBA Securities Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
||||||||||||||||
| F/m Falling Interest Rates Strategy ETF | U S Treasury and Agency Market Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
||||||||||||||||
| F/m Falling Interest Rates Strategy ETF | Valuation Risk [Member] | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Risk [Text Block] | rr_RiskTextBlock |
|
||||||||||||||||
| F/m Falling Interest Rates Strategy ETF | F/m Falling Interest Rates Strategy ETF Shares | ||||||||||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||||||||||
| Trading Symbol | dei_TradingSymbol | UFAL | ||||||||||||||||
| Management Fees (as a percentage of Assets) | rr_ManagementFeesOverAssets | 0.50% | ||||||||||||||||
| Distribution and Service (12b-1) Fees | rr_DistributionAndService12b1FeesOverAssets | none | ||||||||||||||||
| Other Expenses (as a percentage of Assets): | rr_OtherExpensesOverAssets | none | ||||||||||||||||
| Expenses (as a percentage of Assets) | rr_ExpensesOverAssets | 0.50% | ||||||||||||||||
| Expense Example, with Redemption, 1 Year | rr_ExpenseExampleYear01 | $ 51 | ||||||||||||||||
| Expense Example, with Redemption, 3 Years | rr_ExpenseExampleYear03 | $ 160 | ||||||||||||||||
| ||||||||||||||||||
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"label": "Annual Return 2019",
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}
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"label": "Annual Return 2022",
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}
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"label": "Annual Return 2023",
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}
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"label": "Annual Return 2024",
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