REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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Pre‑Effective Amendment No.
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Post‑Effective Amendment No. 37
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and
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REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
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Amendment No. 39
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immediately upon filing pursuant to paragraph (b)
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on ______________pursuant to paragraph (b)
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60 days after filing pursuant to paragraph (a)(1)
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on ______________ pursuant to paragraph (a)(1)
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75 days after filing pursuant to paragraph (a)(2)
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on pursuant to paragraph (a)(2) of Rule 485.
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TrueMark Technology, AI & Deep Learning ETF
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TrueMark ESG Active Opportunities ETF
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TRUEMARK TECHNOLOGY, AI & DEEP LEARNING ETF
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1
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Estimated for the current fiscal year.
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1 Year:
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$69
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3 Years:
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$218
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Secular Growth Companies - Companies that do not closely track a seasonal or cyclical trend. In selecting such companies for the Fund’s portfolio, the Sub-Adviser seeks companies that it believes are in the best position to succeed in what is a very competitive technology space. Research on these companies is also continuously augmented with information from additional sources such as Wall Street sell-side investment banks ( e.g., Merrill Lynch, Morgan Stanley, etc.) and other proprietary information sources from many parts of the technology sector. The Sub-Adviser expects to establish buy-and-hold positions in these companies and does not expect significant turnover of these companies within the portfolio. The Sub-Adviser expects
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Cyclical Growth Companies - Companies that are known for following the cycles of an economy through expansion, peak, recession, and recovery. Most cyclical stocks belong to companies that sell non-essential items consumers can afford to buy more of during a booming economy. These stocks are also from companies that consumers choose to spend less with or cut back on during a recession. In selecting such companies for the Fund’s portfolio, the Sub-Adviser utilizes fundamental analysis, with an emphasis on revenue growth, margins, and select balance sheet items which it believes are more consistent indicators of cyclical bottoms. The Fund will seek to sell its cyclical growth holdings when their margins peak in the economic cycle.
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Newly Public Companies - Companies that have recently gone through an initial public offering (“IPO”) and are now publicly traded on a stock exchange. In selecting such companies for the Fund’s portfolio, the Sub-Adviser follows developments in the private market to seek to identify companies that will fit the Fund’s investment profile at the time of their IPO. When a new company that fits the Fund’s investment profile enters the market via an IPO, the Sub-Adviser will generally seek to build the Fund’s position in that company over the course of a four to six month period following the IPO.
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Artificial Intelligence, Machine Learning and Deep Learning Investment Risk. Companies across a wide variety of industries, primarily in the technology sector, are exploring the possible applications of artificial intelligence, machine learning and other deep learning technologies. The extent of such technologies’ versatility has not yet been fully explored. Consequently, the Fund’s holdings may include equity securities of operating companies that focus on or have exposure to a wide variety of activities in addition to their AI, machine learning and deep learning activities, and the economic fortunes of such companies may be tied to such other activities. Currently, there are few public companies for which artificial intelligence, machine learning and deep learning technologies represent an attributable and significant revenue or profit stream, and such technologies may not ultimately have a material effect on the economic returns of companies in which the Fund invests. Companies that do have a focus on such technologies may rely on a combination of patents, copyrights, trademarks and trade secret laws to establish and protect their proprietary rights in their products and technologies. These companies also tend to engage in significant amounts of spending on research and development, and there is no guarantee that these products or services will be successful. The securities of such
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Cash and Cash Equivalents Risk. Holding cash or cash equivalents rather than securities or other instruments, even strategically, may cause the Fund to risk losing opportunities to participate in market appreciation, and may cause the Fund to experience potentially lower returns than other funds that remain fully invested.
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Concentration Risk . The Fund may, at various times, concentrate in the securities of a particular industry, group of industries, or sector. To the extent the Fund’s investments are so concentrated, the Fund may be adversely affected by political, regulatory, and market conditions affecting the particular industry, group of industries, or sector.
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Equity Market Risk. The equity securities held in the Fund’s portfolio may experience sudden, unpredictable drops in value or long periods of decline in value. This may occur because of factors that affect securities markets generally or factors affecting specific issuers, industries, sectors or companies in which the Fund invests. Common stocks are generally exposed to greater risk than other types of securities, such as preferred stocks and debt obligations, because common stockholders generally have inferior rights to receive payment from issuers.
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ETF Risks. The Fund is an ETF, and, as a result of this structure, it is exposed to the following risks:
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Authorized Participants, Market Makers, and Liquidity Providers Concentration Risk. The Fund has a limited number of financial institutions that may act as Authorized Participants (“APs”). In addition, there may be a limited number of market makers and/or liquidity providers in the marketplace. To the extent either of the following events occur, Shares may trade at a material discount to NAV and possibly face delisting: (i) APs exit the business or otherwise become unable to process creation and/or redemption orders and no other APs step forward to perform these services, or (ii) market makers and/or liquidity providers exit the business or significantly reduce their business activities and no other entities step forward to perform their functions.
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Costs of Buying or Selling Shares. Due to the costs of buying or selling Shares, including brokerage commissions imposed by brokers and bid/ask spreads, frequent trading of Shares may significantly reduce investment results and an investment in Shares may not be advisable for investors who anticipate regularly making small investments.
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Shares May Trade at Prices Other Than NAV. As with all ETFs, Shares may be bought and sold in the secondary market at market prices. Although it is expected that the market price of Shares will approximate the Fund’s NAV, there may be times when the market price of Shares is more than the NAV intra-day (premium) or less than the NAV intra-day (discount) due to supply and demand of Shares or during periods of market volatility. This risk is heightened in times of market volatility, periods of steep market declines, and periods when there is limited trading activity for Shares in the secondary market, in which case such premiums or discounts may be significant.
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Trading . Although Shares are listed for trading on the NYSE Arca, Inc. (the “Exchange”) and may be traded on U.S. exchanges other than the Exchange, there can be no assurance that Shares will trade with any volume, or at all, on any stock exchange. In stressed market conditions, the liquidity of Shares may begin to mirror the liquidity of the Fund’s underlying portfolio holdings, which can be significantly less liquid than Shares.
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Foreign Securities Risk. Investments in non-U.S. securities involve certain risks that may not be present with investments in U.S. securities. For example, investments in non-U.S. securities may be subject to risk of loss due to foreign currency fluctuations or to political or economic instability. Investments in non-U.S. securities also may be subject to withholding or other taxes and may be subject to additional trading, settlement, custodial, and operational risks. These and other factors can make investments in the Fund more volatile and potentially less liquid than other types of investments.
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Growth Investing Risk. Growth stocks can be volatile for several reasons. Since those companies usually invest a high portion of earnings in their businesses, they may lack the dividends of value stocks that can cushion stock prices in a falling market. The prices of growth stocks are based largely on projections of the issuer’s future earnings and revenues. If a company’s earnings or revenues fall short of expectations, its stock price may fall dramatically.
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Information Technology Sector Risk. The Fund expects to concentrate ( i.e., invest more than 25% of its net assets) its investments in a limited number of issuers conducting business in the same industry or group of related industries within the Information Technology Sector. To the extent the Fund does so, the Fund is more vulnerable to adverse market, economic, regulatory, political or other developments affecting that industry or group of related industries than a fund that invests its assets more broadly. As of June 30, 2019, the Fund’s investments are concentrated in securities issued by companies in the Software Industry. When the Fund focuses its investments in a particular industry or sector, financial, economic, business, and other developments affecting issuers in that industry, market, or economic sector will have a greater effect on the Fund than if it had not done so. Market or economic factors impacting technology companies and companies that rely heavily on technological advances could have a major effect on the value of the Fund’s investments. Stocks of technology companies and companies that rely heavily on technology, especially those of smaller, less-seasoned companies, tend to be more volatile than the overall market. Additionally, companies
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IPO Risk. The Fund may at times have the opportunity to invest in IPO shares. The market value of IPO shares can have significant volatility due to factors such as the absence of a prior public market, unseasoned trading, a small number of shares available for trading and limited information about the issuer. The purchase of IPO shares may involve high transaction costs and the Fund may lose money on an investment in such securities.
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Management Risk. Your investment in the Fund varies with the success and failure of the Fund management team’s investment strategies and the Fund management team’s research, analysis, and determination of portfolio securities. If the Adviser’s and Sub-Adviser’s investment strategies, including their stop loss and goal setting process, do not produce the expected results, the value of the Fund would decrease.
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Market Capitalization Risk
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Large-Capitalization Investing. The securities of large-capitalization companies may be relatively mature compared to smaller companies and therefore subject to slower growth during times of economic expansion. Large-capitalization companies may also be unable to respond quickly to new competitive challenges, such as changes in technology and consumer tastes.
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Mid-Capitalization Investing. The securities of mid-capitalization companies may be more vulnerable to adverse issuer, market, political, or economic developments than securities of large-capitalization companies. The securities of mid-capitalization companies generally trade in lower volumes and are subject to greater and more unpredictable price changes than large capitalization stocks or the stock market as a whole.
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Small-Capitalization Investing. The securities of small-capitalization companies may be more vulnerable to adverse issuer, market, political, or economic developments than securities of large- or mid-capitalization companies. The securities of small-capitalization companies generally trade in lower volumes and are subject to greater and more unpredictable price changes than large- or mid-capitalization stocks or the stock market as a whole. There is typically less publicly available information concerning smaller-capitalization companies than for larger, more established companies.
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Market Risk. The trading prices of equity 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. As a result, an investor could lose money over short or long periods of time.
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New Fund Risk. The Fund is a recently organized, non-diversified management investment company with no operating history. As a result, prospective investors have no track record or history on which to base their investment decision. Additionally, the Adviser has not previously managed a registered fund, which may increase the risks of investing in the Fund.
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New Issuer Risk. The market value of shares of newly-public companies may fluctuate considerably due to limited information about a company’s business model, quality of management, earnings growth potential, and other criteria used to evaluate its investment prospects. Accordingly, investments in shares of new issuers involve greater risks than investments in shares of companies that have traded publicly on an exchange for extended periods of time.
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Non-Diversification Risk. Because the Fund is “non-diversified,” it may invest a greater percentage of its assets in the securities of a single issuer or a small number of issuers than if it was a diversified fund. As a result, a decline in the value of an investment in a single issuer or a small number of issuers could cause the Fund’s overall value to decline to a greater degree than if the Fund held a more diversified portfolio. This may increase the Fund’s volatility and have a greater impact on the Fund’s performance. However, the Fund intends to comply with the diversification requirements of the Internal Revenue Code of 1986, as amended (the “Code”) to qualify for treatment as a regulated investment company (“RIC”). For more information, please see the section entitled “Federal Income Taxes” in the SAI.
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Portfolio Managers
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Sangbum Kim, CEO of the Sub-Adviser, has been portfolio manager of the Fund since its inception in 2020.
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TRUEMARK ESG ACTIVE OPPORTUNITIES ETF
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1
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Estimated for the current fiscal year.
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1 Year:
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$59
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3 Years:
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$186
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Environmental, Social, Governance Risk . Applying ESG and sustainability criteria to the investment process may exclude securities of certain issuers for non-investment reasons and therefore the Fund may forgo some market opportunities available to funds that do not use ESG or sustainability criteria. The Fund’s incorporation of ESG considerations may affect its exposure to certain sectors and/or types of investments, and may adversely impact the Fund’s performance depending on whether such sectors or investments are in or out of favor in the market.
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Equity Market Risk. The trading prices of equity 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. As a result, an investor could lose money over short or long periods of time.
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ETF Risk. The Fund is an ETF and invests in other ETFs and, as a result of this structure, is exposed directly and indirectly to the following risks:
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Authorized Participants, Market Makers, and Liquidity Providers Concentration Risk. The Fund has a limited number of financial institutions that may act as Authorized Participants (“APs”). In addition, there may be a limited number of market makers and/or liquidity providers in the marketplace. To the extent either of the following events occur, Shares may trade at a material discount to NAV and possibly face delisting: (i) APs exit the business or otherwise become unable to process creation and/or redemption orders and no other APs step forward to perform these services, or (ii) market makers and/or liquidity providers exit the business or significantly reduce their business activities and no other entities step forward to perform their functions.
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Costs of Buying or Selling Shares. Due to the costs of buying or selling Shares, including brokerage commissions imposed by brokers and bid/ask spreads, frequent trading of Shares may significantly reduce investment results and an investment in Shares may not be advisable for investors who anticipate regularly making small investments.
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Shares May Trade at Prices Other Than NAV. As with all ETFs, Shares may be bought and sold in the secondary market at market prices. Although it is expected that the market price of Shares will approximate the Fund’s NAV, there may be times when the market price of Shares is more than the NAV intra-day (premium) or less than the NAV intra-day (discount) due to supply and demand of Shares or during periods of market volatility. This risk is heightened in times of market volatility, periods of steep market declines, and periods when there is limited trading activity for Shares in the secondary market, in which case such premiums or discounts may be significant.
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Trading . Although Shares are listed for trading on the NYSE Arca, Inc. (the “Exchange”) and may be traded on U.S. exchanges other than the Exchange, there can be no assurance that Shares will trade with any volume, or at all, on any stock exchange. In stressed market conditions, the liquidity of Shares may begin to mirror the liquidity of the Fund’s underlying portfolio holdings, which can be significantly less liquid than Shares.
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Management Risk. Your investment in the Fund varies with the success and failure of the Fund management team’s investment strategies and the Fund management team’s research, analysis, and determination of portfolio securities. If the Adviser’s and Sub-Adviser’s investment strategies, including their stop loss and goal setting process, do not produce the expected results, the value of the Fund would decrease.
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Market Capitalization Risk
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Large-Capitalization Investing. The securities of large-capitalization companies may be relatively mature compared to smaller companies and therefore subject to slower growth during times of economic expansion. Large-capitalization companies may also be unable to respond quickly to new competitive challenges, such as changes in technology and consumer tastes.
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Market Risk. The trading prices of equity 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. As a result, an investor could lose money over short or long periods of time.
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New Fund Risk. The Fund is a recently organized, diversified management investment company with no operating history. As a result, prospective investors have no track record on which to base their investment decision. Additionally, the investment adviser has not previously managed a registered fund, which may increase the risks of investing in the Fund.
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Portfolio Managers
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Jordan C. Waldrep, CFA, Chief Investment Officer for the Adviser, and Linda H. Zhang, Ph.D., CEO of the Sub-Adviser, have been portfolio managers of the Fund since its inception in 2020.
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Artificial Intelligence and Machine Learning Risk (AI ETF only) . Companies across a wide variety of industries, primarily in the technology sector, are exploring the possible applications of artificial intelligence, machine learning and other deep learning technologies. The extent of such technologies’ versatility has not yet been fully explored. Consequently, the Fund’s holdings may include equity securities of operating companies that focus on or have exposure to a wide variety of industries, and the economic fortunes of certain companies held by the Fund may not be significantly tied to such technologies. Currently, there are few public companies for which artificial intelligence, machine learning and deep learning technologies represent an attributable and significant revenue or profit stream, and such technologies may not ultimately have a material effect on the economic returns of companies in which the Fund invests. Companies that do have a focus on such technologies may rely on a combination of patents, copyrights, trademarks and trade secret laws to establish and protect their proprietary rights in their products and technologies. These companies also tend to engage in significant amounts of spending on research and development, and there is no guarantee that these products or services will be successful. The securities of such companies, especially smaller, start-up companies, are also typically more volatile than those of companies that do not rely heavily on technology.
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Cash and Cash Equivalents Risk. (AI ETF only) . Holding cash or cash equivalents rather than securities or other instruments in which the Fund primarily invests, even strategically, may cause the Fund to risk losing opportunities to participate in market appreciation, and may cause the Fund to experience potentially lower returns than the Fund’s benchmark or other funds that remain fully invested. In rising markets, holding cash or cash equivalents will negatively affect the Fund’s performance relative to its benchmark.
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Concentration Risk . (AI ETF only) The Fund may, at various times, concentrate in the securities of a particular industry, group of industries, or sector. To the extent the Fund’s investments are so concentrated, the Fund may be adversely affected by political, regulatory, and market conditions affecting the particular industry, group of industries, or sector.
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Environmental, Social, Governance Risk (ESG ETF only) . Applying ESG and sustainability criteria to the investment process may exclude securities of certain issuers for non-investment reasons and therefore the Fund may forgo some market opportunities available to funds that do not use ESG or sustainability criteria. The Fund’s incorporation of ESG considerations may affect its
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Equity Market Risk. Common stocks are susceptible to general stock market fluctuations and to volatile increases and decreases in value as market confidence in and perceptions of their issuers change. These investor perceptions are based on various and unpredictable factors including: expectations regarding government, economic, monetary and fiscal policies; inflation and interest rates; economic expansion or contraction; and global or regional political, economic and banking crises. If you held common stock, or common stock equivalents, of any given issuer, you would generally be exposed to greater risk than if you held preferred stocks and debt obligations of the issuer because common stockholders, or holders of equivalent interests, generally have inferior rights to receive payments from issuers in comparison with the rights of preferred stockholders, bondholders, and other creditors of such issuers.
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ETF Risks. The Fund is an ETF, and, as a result of the structure, it is exposed to the following risks:
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Authorized Participants, Market Makers, and Liquidity Providers Concentration Risk. The Fund has 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.
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Costs of Buying or Selling Shares. Investors buying or selling Shares in the secondary market will pay brokerage commissions or other charges imposed by brokers, as determined by that broker. Brokerage commissions are often a fixed amount and may be a significant proportional cost for investors seeking to buy or sell relatively small amounts of Shares. In addition, secondary market investors will also incur the cost of the difference between the price at which an investor is willing to buy Shares (the “bid” price) and the price at which an investor is willing to sell Shares (the “ask” price). This difference in bid and ask prices is often referred to as the “spread” or “bid/ask spread.” The bid/ask spread varies over time for Shares based on trading volume and market liquidity, and is generally lower if Shares have more trading volume and market liquidity and higher if Shares have little trading volume and market liquidity. Further, a relatively small investor base in the Fund, asset swings in the Fund and/or increased market volatility may cause increased bid/ask spreads. Due to the costs of buying or selling Shares, including bid/ask spreads, frequent trading of Shares may significantly reduce investment results and an investment in Shares may not be advisable for investors who anticipate regularly making small investments.
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Shares May Trade at Prices Other Than NAV. As with all ETFs, Shares may be bought and sold in the secondary market at market prices. Although it is expected that the market price of Shares will approximate the Fund’s NAV, there may be times when the market price of Shares is more than the NAV intra-day (premium) or less than the NAV intra-day (discount) due to supply and demand of Shares or during periods of market volatility. This risk is heightened in times of market volatility 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 and Sub-Adviser believe that, under normal market conditions, large market price discounts or premiums to NAV will not be sustained because of arbitrage opportunities.
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Trading . Although Shares are listed for trading on 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 such Shares will develop or be maintained. Trading in 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 when a decline in the S&P 500 Index during a single day reaches certain thresholds ( e.g. , 7%, 13%, and 20%). 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 Shares may begin to mirror the liquidity of the Funds’ underlying portfolio holdings, which can be significantly less liquid than Shares.
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Foreign Securities Risk (AI ETF Only). Investments in non-U.S. securities involve certain risks that may not be present with investments in U.S. securities. For example, investments in non-U.S. securities may be subject to risk of loss due to foreign currency fluctuations or to political or economic instability. There may be less information publicly available about a non-U.S. issuer than a U.S. issuer. Non-U.S. issuers may be subject to different accounting, auditing, financial reporting and investor protection standards
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Growth Investing Risk (AI ETF Only). Growth stocks can be volatile for several reasons. Since those companies usually invest a high portion of earnings in their businesses, they may lack the dividends of value stocks that can cushion stock prices in a falling market. The prices of growth stocks are based largely on projections of the issuer’s future earnings and revenues. If a company’s earnings or revenues fall short of expectations, its stock price may fall dramatically. Growth stocks may be more expensive relative to their earnings or assets compared to value or other stocks.
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Information Technology Sector Risk (AI ETF Only) . When the Fund focuses its investments in a particular industry or sector, financial, economic, business, and other developments affecting issuers in that industry, market, or economic sector will have a greater effect on the Fund than if it had not focused its assets in that industry, market, or economic sector, which may increase the volatility of the Fund. Market or economic factors impacting technology companies and companies that rely heavily on technological advances could have a major effect on the value of the Fund’s investments. The value of stocks of technology companies and companies that rely heavily on technology is particularly vulnerable to rapid changes in technology product cycles, rapid product obsolescence, government regulation and competition, both domestically and internationally, including competition from foreign competitors with lower production costs. Stocks of technology companies and companies that rely heavily on technology, especially those of smaller, less-seasoned companies, tend to be more volatile than the overall market. Technology companies are heavily dependent on patent and intellectual property rights, the loss or impairment of which may adversely affect profitability. Additionally, companies in the technology sector may face dramatic and often unpredictable changes in growth rates and competition for the services of qualified personnel.
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IPO Risk (AI ETF Only). The Fund may invest in companies that have recently completed an initial public offering. The stocks of such companies are unseasoned equities lacking a trading history, a track record of reporting to investors, and widely available research coverage. IPOs are thus often subject to extreme price volatility and speculative trading. These stocks may have above-average price appreciation in connection with the IPO. In addition, IPOs share similar illiquidity risks of private equity and venture capital. The free float shares held by the public in an IPO are typically a small percentage of the market capitalization. The ownership of many IPOs often include large holdings by venture capital and private equity investors who seek to sell their shares in the public market in the months following an IPO when shares restricted by lock-up are released, causing greater volatility and possible downward pressure during the time that locked-up shares are released.
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Management Risk. The skill of the Adviser and Sub-Adviser will play a significant role in the respective Fund’s ability to achieve its investment objective. A Fund’s ability to achieve its investment objective depends on the ability of the Adviser and respective Sub-Adviser to correctly identify economic trends, especially with regard to accurately forecasting projected dividend and growth rates and inflationary and deflationary periods. In addition, a Fund’s ability to achieve its investment objective depends on the Adviser’s and respective Sub-Adviser’s ability to select stocks, particularly in volatile stock markets. The Adviser and respective Sub-Adviser could be incorrect in its analysis of industries, companies’ projected dividends and growth rates and the relative attractiveness of value stocks and other matters. In addition, the Adviser’s and respective Sub-Adviser’s stop loss and goal setting process may not perform as expected, which may negatively impact a Fund.
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Market Capitalization Risk.
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Large-Capitalization Investing. The securities of large-capitalization companies may be relatively mature compared to smaller companies and therefore subject to slower growth during times of economic expansion. Large-capitalization companies may also be unable to respond quickly to new competitive challenges, such as changes in technology and consumer tastes.
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Mid-Capitalization Investing. The securities of mid-capitalization companies may be more vulnerable to adverse issuer, market, political, or economic developments than securities of large-capitalization companies. The securities of mid-capitalization companies generally trade in lower volumes and are subject to greater and more unpredictable price changes than large capitalization stocks or the stock market as a whole. Some medium-capitalization companies have limited product lines, markets, financial resources and management personnel and tend to concentrate on fewer geographical markets relative to large-capitalization companies.
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Small-Capitalization Investing. The securities of small-capitalization companies may be more vulnerable to adverse issuer, market, political, or economic developments than securities of larger-capitalization companies. The securities of small-capitalization companies generally trade in lower volumes and are subject to greater and more unpredictable price changes than larger capitalization stocks or the stock market as a whole. As with some medium-capitalization companies, some small capitalization companies have limited product lines, markets, and financial and managerial resources and tend to concentrate on fewer geographical markets relative to larger capitalization companies. There is typically less publicly available information concerning smaller-capitalization companies than for larger, more established companies. Small-capitalization companies also may be particularly sensitive to changes in interest rates, government regulation, borrowing costs and earnings.
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Market Risk. The trading prices of debt securities and other instruments fluctuate in response to a variety of factors. These factors include events impacting the entire market or specific market segments, such as political, market and economic developments, as well as events that impact specific issuers. The Fund’s NAV and market price, like security and commodity prices generally, may fluctuate significantly in response to these and other factors. As a result, an investor could lose money over short or long periods of time.
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New Fund Risk. The Fund is a recently organized management investment company with no operating history. As a result, prospective investors have no track record or history on which to base their investment decision. Additionally, the Adviser has not previously managed a registered fund, which may increase the risks of investing in the Fund.
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New Issuer Risk (AI ETF Only). The market value of shares of newly-public companies may fluctuate considerably due to limited information about a company’s business model, quality of management, earnings growth potential, and other criteria used to evaluate its investment prospects. Accordingly, investments in shares of new issuers involve greater risks than investments in shares of companies that have traded publicly on an exchange for extended periods of time.
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Non-Diversification Risk (AI ETF Only) . Because the Fund is “non-diversified,” it may invest a greater percentage of its assets in the securities of a single issuer or a small number of issuers than if it was a diversified fund. As a result, a decline in the value of an investment in a single issuer or a small number of issuers could cause the Fund’s overall value to decline to a greater degree than if the Fund held a more diversified portfolio. This may increase the Fund’s volatility and have a greater impact on the Fund’s performance. However, the Fund intends to comply with the diversification requirements of the Code to qualify for treatment as a RIC. For more information, please see the section entitled “Federal Income Taxes” in the SAI.
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Fund
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Management Fee
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TrueMark Technology, AI & Deep Learning ETF
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0.68%
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TrueMark ESG Active Opportunities ETF
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0.58%
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Fund
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Portfolio Managers
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TrueMark Technology, AI & Deep Learning ETF
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Sangbum Kim
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TrueMark ESG Active Opportunities ETF
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Jordan Waldrep and Linda H. Zhang
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Adviser
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TrueMark Investments, LLC 9450 W. Bryn Mawr Rosemont, Illinois 60018
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Transfer Agent and Administrator
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U.S. Bancorp Fund Services, LLC 615 East Michigan Street
Milwaukee, Wisconsin 53202 |
Sub-Adviser
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Black Hill Capital Partners, LLC
101 California Street
San Francisco, California 94111
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Sub-Adviser
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Purview Investments, LLC
208 East 51st Street
New York, New York 10022
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Custodian
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U.S. Bank National Association
1555 N. Rivercenter Drive, Suite 302
Milwaukee, Wisconsin 53212 |
Distributor
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Foreside Fund Services, LLC
Three Canal Plaza, Suite 100
Portland, Maine 04101
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Independent Registered Public Accounting Firm
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Cohen & Company, Ltd.
1350 Euclid Avenue, Suite 800
Cleveland, Ohio 44115
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Legal Counsel
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Morgan, Lewis & Bockius LLP
1111 Pennsylvania Avenue, NW Washington, DC 20004-2541 |
•
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Free of charge from the SEC’s EDGAR database on the SEC’s website at www.sec.gov; or
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•
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Free of charge from the Funds’ Internet web site at www.truemarkinvestments.com; or
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•
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For a fee, by e-mail request to publicinfo@sec.gov.
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1.
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The ESG ETF will not, with respect to 75% of its total assets, (i) purchase securities of any issuer (except securities issued or guaranteed by the U.S. government, its agencies or instrumentalities or shares of investment companies) if, as a result, more than 5% of its total assets would be invested in the securities of such issuer, or (ii) acquire more than 10% of the outstanding voting securities of any one issuer. For purposes of this policy, the issuer of the underlying security will be deemed to be the issuer of any respective depositary receipt.*
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2.
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The AI ETF will concentrate its investments ( i.e. , hold more than 25% of its total assets) in one or more industries within the Information Technology Sector.* For purposes of this limitation, securities of the U.S. government (including its agencies and instrumentalities), repurchase agreements collateralized by U.S. government securities, investment companies and tax-exempt securities of state or municipal governments and their political subdivisions are not considered to be issued by members of any industry. **
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3.
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The ESG ETF will not 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, investment companies and tax-exempt securities of state or municipal governments and their political subdivisions are not considered to be issued by members of any industry. **
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4.
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The Funds will not borrow money or issue senior securities (as defined under the 1940 Act), except to the extent permitted under the 1940 Act.
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5.
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The Funds will not make loans, except to the extent permitted under the 1940 Act.
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6.
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The Funds will not 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 Funds 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.
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7.
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The Funds will not purchase or sell physical commodities 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 Funds from purchasing or selling options and futures contracts or from investing in securities or other instruments backed by physical commodities.
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8.
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The Funds will not underwrite securities issued by other persons, except to the extent permitted under the 1940 Act.
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1.
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The Funds will not invest in illiquid investments if, as a result of such investment, more than 15% of its net assets would be invested in illiquid investments. An illiquid investment is any investment that the 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.
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2.
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Under normal circumstances, at least 80% of the AI ETF’s net assets, plus borrowings for investment purposes, will be invested in the common stock of technology, artificial intelligence and/or deep learning companies.
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3.
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Under normal circumstances, at least 80% of the ESG ETF’s net assets, plus borrowings for investment purposes, will be invested in the common stock of ESG companies.
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Name and Year of Birth
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Position(s) Held with
the Trust
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Term of Office and Length of Time Served
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Principal Occupation(s) During Past 5 Years
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Gregory Bakken
Year of birth: 1983
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President and Principal Executive Officer
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Indefinite term, February 2019
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Vice President, U.S. Bancorp Fund Services, LLC (since 2006).
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Travis G. Babich
Year of birth: 1980
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Treasurer and Principal Financial Officer
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Indefinite term, September 2019
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Vice President, U.S. Bancorp Fund Services, LLC (since 2005).
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Kacie M. Gronstal
Year of birth: 1992
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Assistant Treasurer
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Indefinite term, March 2019
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Officer, U.S. Bancorp Fund Services, LLC (since 2014).
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Kent Barnes
Year of birth: 1968
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Secretary
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Indefinite term, February 2019
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Vice President, U.S. Bancorp Fund Services, LLC (since 2018); Chief Compliance Officer, Rafferty Asset Management, LLC (2016 to 2018); Vice President, U.S. Bancorp Fund Services, LLC (2007 to 2016).
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Steve Jensen
Year of birth 1957
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Chief Compliance Officer
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Indefinite term, February 2019
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Senior Vice President, U.S. Bancorp Fund Services, LLC (since 2011).
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Name
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Aggregate Compensation
From the Fund
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Total Compensation From Fund Complex
Paid to Trustees
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Interested Trustee
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Paul R. Fearday*
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$0
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$0
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Independent Trustees
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John L. Jacobs
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$0
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$16,500
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Koji Felton*
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$0
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$14,000
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Pamela H. Conroy*
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$0
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$15,000
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Fund
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Management Fee
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TrueMark Technology, AI & Deep Learning ETF
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0.68%
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TrueMark ESG Active Opportunities ETF
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0.58%
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Portfolio Manager
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Registered
Investment Companies
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Other Pooled
Investment Vehicles
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Other Accounts
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Number of Accounts
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Total Assets in the Accounts
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Number of Accounts
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Total Assets in the Accounts
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Number of Accounts
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Total Assets in the Accounts
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Jordan C. Waldrep
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0
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$0
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0
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$0
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0
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$0
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Sangbum Kim
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0
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$0
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0
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$0
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0
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$0
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Linda H. Zhang
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0
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$0
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0
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$0
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6
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$3,000,000
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Name of Fund
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Fixed Creation Transaction Fee
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Maximum Variable Transaction Fee
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TrueMark Technology, AI & Deep Learning ETF
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$250
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2%
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TrueMark ESG Active Opportunities ETF
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$250
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2%
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Name of Fund
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Fixed Redemption Transaction Fee
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Maximum Variable Transaction Fee
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TrueMark Technology, AI & Deep Learning ETF
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$250
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2%
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TrueMark ESG Active Opportunities ETF
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$250
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2%
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(i)
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adopt and implement written policies and procedures that are reasonably designed to ensure that it votes client securities in the best interests of clients, which procedures include how the adviser will address material conflicts that arise between its interests and those of its clients;
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(ii)
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disclose to clients how they may obtain information from the adviser about how it voted with respect to a client’s securities; and
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(iii)
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describe to clients its proxy voting policies and procedures and, upon request, furnish a copy of the policies and procedures to the requesting client.
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PROXY VOTING RECORD AND DISCLOSURE PROCEDURES
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Responsible Party
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COO or designees
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Compliance Procedures
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The COO or her designee reviews any proxy votes with Senior Management to ensure all votes cast by the Firm are in best interests of shareholders.
The Firm’s proxy voting record will be made available upon request. The CCO will periodically review the proxy votes cast to check for compliance with this policy.
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When
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As needed
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How Evidenced
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Records received from third-party.
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Retention
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The Company will maintain such records for a period of at least six years in an easily accessible location.
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Exhibit No.
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Description of Exhibit
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(a)
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(i)
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Certificate of Trust of Active Weighting Funds ETF Trust dated August 26, 2016 is incorporated by reference to Exhibit (a)(1) to Post-Effective Amendment No. 8 to the Registrant’s Registration Statement on Form N-1A (File No. 333-215588 and 811- 23226), as filed with the Securities and Exchange Commission on April 26, 2019.
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(ii)
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Certificate of Amendment to the Certificate of Trust of Active Weighting Funds ETF Trust effective December 31, 2018 is incorporated herein by reference to Exhibit (a)(ii) to Post-Effective Amendment No. 8 to the Registrant’s Registration Statement on Form N-1A (File No. 333-215588 and 811- 23226), as filed with the Securities and Exchange Commission on April 26, 2019.
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(iii)
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Amended and Restated Declaration of Trust of Listed Funds Trust (the “Registrant” or the “Trust”) dated December 21, 2018 is incorporated herein by reference to Exhibit (a)(iii) to Post-Effective Amendment No. 8 to the Registrant’s Registration Statement on Form N-1A (File No. 333-215588 and 811- 23226), as filed with the Securities and Exchange Commission on April 26, 2019.
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(b)
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Amended and Restated By-Laws of the Registrant dated March 19, 2019 are incorporated by reference to Exhibit (b) to Post-Effective Amendment No. 8 to the Registrant’s Registration Statement on Form N-1A (File No. 333-215588 and 811- 23226), as filed with the Securities and Exchange Commission on April 26, 2019.
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(c)
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For information regarding the rights of the holders of securities, please see Articles IV, VII and VIII of the Declaration of Trust, filed as Exhibit (a)(i) above.
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(d)
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(i)
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Investment Advisory Agreement dated January 27, 2020 between the Trust and TrueMark Investments, LLC – Filed Herewith.
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(ii)
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Investment Sub-Advisory Agreement dated January 27, 2020 between the Trust, TrueMark Investments, LLC and Black Hill Capital Partners, LLC - Filed Herewith.
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(iii)
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Investment Sub-Advisory Agreement dated January 27, 2020 between the Trust, TrueMark Investments, LLC and Purview Investments, LLC - Filed Herewith.
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(e)
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(i)
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(A)
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ETF Distribution Agreement dated September 13, 2017 between the Registrant and Foreside Fund Services, LLC (the “Distributor”) (the “Distribution Agreement”) is incorporated herein by reference to Exhibit (e)(1) to Pre-Effective Amendment No. 3 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC on October 2, 2017.
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(B)
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Fifth Amendment to the ETF Distribution Agreement, reflecting the addition of the TrueMark ETFs – Filed Herewith.
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(ii)
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Form of Authorized Participant Agreement is incorporated herein by reference to Exhibit (e)(2) to Pre-Effective Amendment No. 3 to the Registrant’s Registration Statement on Form N-1A (File No. 333-215588 and 811- 23226), as filed with the Securities and Exchange Commission on October 2, 2017.
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(f)
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Not applicable.
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(g)
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(i)
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Custody Agreement between Registrant and U.S. Bank National Association dated April 9, 2019 is incorporated herein by reference to Exhibit (G) to Post-Effective Amendment No. 8 to the Registrant’s Registration Statement on Form N-1A (File No. 333-215588 and 811- 23226), as filed with the Securities and Exchange Commission on April 26, 2019.
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(ii)
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Amendment to the Custody Agreement dated February 18, 2020 reflecting the addition of the TrueMark ETFs – Filed Herewith.
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(h)
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(i)
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(A)
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Fund Servicing Agreement between the Registrant and U.S. Bancorp Fund Services, LLC dated April 9, 2019 is incorporated herein by reference to Exhibit (h)(1) to Post-Effective Amendment No. 8 to the Registrant’s Registration Statement on Form N-1A (File No. 333-215588 and 811- 23226), as filed with the Securities and Exchange Commission on April 26, 2019.
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(B)
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Amendment to the Fund Servicing Agreement dated February 18, 2020 reflecting the addition of the TrueMark ETFs – Filed Herewith.
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(ii)
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Powers of Attorney are incorporated herein by reference to Exhibit (h)(v)(B) to the Registrant’s Registration Statement on Form N-1A, as filed on February 6, 2019.
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(iii)
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Certificate of Secretary dated February 6, 2019 is incorporated herein by reference to Exhibit (h)(vi) to the Registrant’s Registration Statement on Form N-1A, as filed on February 6, 2019.
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(i)
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Opinion and Consent of Counsel – Filed Herewith.
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(j)
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Consent of Independent Registered Public Accounting Firm – Filed Herewith.
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(k)
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Not applicable.
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Exhibit No.
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Description of Exhibit
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(l)
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Not applicable.
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(m)
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(i)
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Rule 12b-1 Plan dated September 13, 2017 (the “12b-1 Plan”) is incorporated herein by reference to Exhibit (m) to Pre-Effective Amendment No. 3 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC on October 2, 2017.
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(ii)
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Schedule A to the Rule 12b-1 Plan, amended and restated – Filed Herewith.
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(n)
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Not applicable.
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(o)
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Reserved.
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(p)
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(i)
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Registrant’s Code of Ethics dated March 19, 2019 is incorporated herein by reference to Exhibit (p)(1) to Post-Effective Amendment No. 8 to the Registrant’s Registration Statement on Form N-1A (File No. 333-215588 and 811- 23226), as filed with the Securities and Exchange Commission on April 26, 2019.
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(ii)
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Code of Ethics of TrueMark Investments, LLC – Filed Herewith.
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(iii)
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Code of Ethics of Foreside Fund Services, LLC is incorporated herein by reference to Exhibit (p)(iii) to Pre-Effective Amendment No. 3 to the Registrant’s Registration Statement on Form N-1A (File No. 333-215588 and 811- 23226), as filed with the Securities and Exchange Commission on October 2, 2017.
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Investment Adviser
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SEC File No.
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TrueMark Investments, LLC
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801-117961
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(a)
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Foreside Fund Services, LLC (the “Distributor”) serves as principal underwriter for the following investment companies registered under the Investment Company Act of 1940, as amended:
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1.
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ABS Long/Short Strategies Fund
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2.
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Absolute Shares Trust
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3.
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AdvisorShares Trust
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4.
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American Century ETF Trust
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5.
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Amplify ETF Trust
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6.
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ARK ETF Trust
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7.
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Bluestone Community Development Fund (f/k/a The 504 Fund)
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8.
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Braddock Multi-Strategy Income Fund, Series of Investment Managers Series Trust
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9.
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Bridgeway Funds, Inc.
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10.
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Brinker Capital Destinations Trust
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11.
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Center Coast Brookfield MLP & Energy Infrastructure Fund
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12.
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Cliffwater Corporate Lending Fund
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13.
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CornerCap Group of Funds
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14.
|
Davis Fundamental ETF Trust
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15.
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Direxion Shares ETF Trust
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16.
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Eaton Vance NextShares Trust
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17.
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Eaton Vance NextShares Trust II
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18.
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EIP Investment Trust
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19.
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Ellington Income Opportunities Fund
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20.
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EntrepreneurShares Series Trust
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21.
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Evanston Alternative Opportunities Fund
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22.
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EventShares U.S. Policy Alpha ETF, Series of Listed Funds Trust (f/k/a Active Weighting Funds ETF Trust)
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23.
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Exchange Listed Funds Trust (f/k/a Exchange Traded Concepts Trust II)
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24.
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Fiera Capital Series Trust
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25.
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FlexShares Trust
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26.
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Forum Funds
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27.
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Forum Funds II
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28.
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FQF Trust
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29.
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Friess Small Cap Growth Fund, Series of Managed Portfolio Series
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30.
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GraniteShares ETF Trust
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31.
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Guinness Atkinson Funds
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32.
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Infinity Core Alternative Fund
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33.
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Innovator ETFs Trust
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34.
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Innovator ETFs Trust II (f/k/a Elkhorn ETF Trust)
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35.
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Ironwood Institutional Multi-Strategy Fund LLC
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36.
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Ironwood Multi-Strategy Fund LLC
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37.
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IVA Fiduciary Trust
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38.
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John Hancock Exchange-Traded Fund Trust
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39.
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Manor Investment Funds
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40.
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Miller/Howard Funds Trust
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41.
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Miller/Howard High Income Equity Fund
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42.
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Moerus Worldwide Value Fund, Series of Northern Lights Fund Trust IV
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43.
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Morningstar Funds Trust
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44.
|
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44.
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Pickens Morningstar® Renewable Energy Response™, Series of ETF Series Solutions ETF (f/k/a NYSE® Pickens Oil Response™ ETF)
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45.
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OSI ETF Trust
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46.
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Overlay Shares Core Bond ETF, Series of Listed Funds Trust
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47.
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Overlay Shares Foreign Equity ETF, Series of Listed Funds Trust
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48.
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Overlay Shares Large Cap Equity ETF, Series of Listed Funds Trust
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49.
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Overlay Shares Municipal Bond ETF, Series of Listed Funds Trust
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50.
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Overlay Shares Small Cap Equity ETF, Series of Listed Funds Trust
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51.
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Pacific Global ETF Trust
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52.
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Palmer Square Opportunistic Income Fund
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53.
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Partners Group Private Income Opportunities, LLC
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54.
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PENN Capital Funds Trust
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55.
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Performance Trust Mutual Funds, Series of Trust for Professional Managers
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56.
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Plan Investment Fund, Inc.
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57.
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PMC Funds, Series of Trust for Professional Managers
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58.
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Point Bridge GOP Stock Tracker ETF, Series of ETF Series Solutions
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59.
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Quaker Investment Trust
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60.
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Renaissance Capital Greenwich Funds
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61.
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RMB Investors Trust (f/k/a Burnham Investors Trust)
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62.
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Robinson Opportunistic Income Fund, Series of Investment Managers Series Trust
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63.
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Robinson Tax Advantaged Income Fund, Series of Investment Managers Series Trust
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64.
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Roundhill BITKRAFT Esports & Digital Entertainment ETF, Series of Listed Funds Trust
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65.
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Salient MF Trust
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66.
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SharesPost 100 Fund
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67.
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Six Circles Trust
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68.
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Sound Shore Fund, Inc.
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69.
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Steben Alternative Investment Funds
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70.
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Strategy Shares
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71.
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Syntax ETF Trust
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72.
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Tactical Income ETF, Series of Collaborative Investment Series Trust
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73.
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The Chartwell Funds
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74.
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The Community Development Fund
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75.
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The Relative Value Fund
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76.
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Third Avenue Trust
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77.
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Third Avenue Variable Series Trust
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78.
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Tidal ETF Trust
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79.
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TIFF Investment Program
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80.
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Timothy Plan High Dividend Stock ETF, Series of The Timothy Plan
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81.
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Timothy Plan International ETF, Series of The Timothy Plan
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82.
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Timothy Plan US Large Cap Core ETF, Series of The Timothy Plan
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83.
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Timothy Plan US Small Cap Core ETF, Series of The Timothy Plan
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84.
|
Transamerica ETF Trust
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85.
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U.S. Global Investors Funds
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86.
|
Variant Alternative Income Fund
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87.
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VictoryShares Developed Enhanced Volatility Wtd ETF, Series of Victory Portfolios II
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88.
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VictoryShares Dividend Accelerator ETF, Series of Victory Portfolios II
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89.
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VictoryShares Emerging Market High Div Volatility Wtd ETF, Series of Victory Portfolios II
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90.
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VictoryShares Emerging Market Volatility Wtd ETF, Series of Victory Portfolios II
|
91.
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VictoryShares International High Div Volatility Wtd ETF, Series of Victory Portfolios II
|
92.
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VictoryShares International Volatility Wtd ETF, Series of Victory Portfolios II
|
93.
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VictoryShares US 500 Enhanced Volatility Wtd ETF, Series of Victory Portfolios II
|
94.
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VictoryShares US 500 Volatility Wtd ETF, Series of Victory Portfolios II
|
95.
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VictoryShares US Discovery Enhanced Volatility Wtd ETF, Series of Victory Portfolios II
|
96.
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VictoryShares US EQ Income Enhanced Volatility Wtd ETF, Series of Victory Portfolios II
|
97.
|
VictoryShares US Large Cap High Div Volatility Wtd ETF, Series of Victory Portfolios II
|
98.
|
VictoryShares US Multi-Factor Minimum Volatility ETF, Series of Victory Portfolios II
|
99.
|
VictoryShares US Small Cap High Div Volatility Wtd ETF, Series of Victory Portfolios II
|
100.
|
VictoryShares US Small Cap Volatility Wtd ETF, Series of Victory Portfolios II
|
101.
|
VictoryShares USAA Core Intermediate-Term Bond ETF, Series of Victory Portfolios II
|
102.
|
VictoryShares USAA Core Short-Term Bond ETF, Series of Victory Portfolios II
|
103.
|
VictoryShares USAA MSCI Emerging Markets Value Momentum ETF, Series of Victory Portfolios II
|
104.
|
VictoryShares USAA MSCI International Value Momentum ETF, Series of Victory Portfolios II
|
105.
|
VictoryShares USAA MSCI USA Small Cap Value Momentum ETF, Series of Victory Portfolios II
|
106.
|
VictoryShares USAA MSCI USA Value Momentum ETF, Series of Victory Portfolios II
|
107.
|
Vivaldi Opportunities Fund
|
108.
|
West Loop Realty Fund, Series of Investment Managers Series Trust (f/k/a Chilton Realty Income & Growth Fund)
|
109.
|
WisdomTree Trust
|
110.
|
WST Investment Trust
|
111.
|
XAI Octagon Floating Rate & Alternative Income Term Trust
|
Name
|
Address
|
Position with Underwriter
|
Position with Registrant
|
Richard J. Berthy
|
Three Canal Plaza, Suite 100
Portland, ME 04101
|
President, Treasurer and Manager
|
None
|
Mark A. Fairbanks
|
Three Canal Plaza, Suite 100
Portland, ME 04101
|
Vice President
|
None
|
Jennifer K. DiValerio
|
899 Cassatt Road,
400 Berwyn Park, Suite 110
Berwyn, PA 19312
|
Vice President
|
None
|
Nanette K. Chern
|
Three Canal Plaza, Suite 100
Portland, ME 04101
|
Vice President and Chief Compliance Officer
|
None
|
Jennifer E. Hoopes
|
Three Canal Plaza, Suite 100
Portland, ME 04101
|
Secretary
|
None
|
(c)
|
Not applicable.
|
Records Relating to:
|
Are located at:
|
Registrant’s Fund Administrator, Fund Accountant and Transfer Agent
|
U.S. Bancorp Fund Services, LLC
615 East Michigan Street
Milwaukee, Wisconsin 53202
|
Registrant’s Custodian
|
U.S. Bank, National Association
1555 N. Rivercenter Drive, Suite 302
Milwaukee, Wisconsin 53212
|
Registrant’s Principal Underwriter
|
Foreside Fund Services, LLC
Three Canal Plaza, Suite 100
Portland, Maine 04101
|
Registrant’s Investment Adviser
|
TrueMark Investments, LLC
9450 W. Bryn Mawr,
Rosemont, Ilinois 60018
|
|
Listed Funds Trust
|
|
|
By:
|
/s/ Kent P. Barnes
|
|
Kent P. Barnes
|
|
Secretary
|
Signature
|
Title
|
|
|
*/s/ John L. Jacobs
|
Trustee
|
John L. Jacobs
|
|
|
|
*/s/ Koji Felton
|
Trustee
|
Koji Felton
|
|
|
|
*/s/ Pamela H. Conroy
|
Trustee
|
Pamela H. Conroy
|
|
|
|
*/s/ Paul R. Fearday
|
Trustee and Chairman
|
Paul R. Fearday
|
|
|
|
*/s/ Gregory C. Bakken
|
President and Principal Executive Officer
|
Gregory C. Bakken
|
|
|
|
*/s/ Travis G. Babich
Travis G. Babich
|
Treasurer and Principal Financial Officer
|
|
|
*By: /s/ Kent P. Barnes
Kent P. Barnes, Attorney-in-Fact
Pursuant to Powers of Attorney
|
1.
|
The Adviser’s Services.
|
4.
|
Brokerage.
|
7.
|
Representations, Warranties and Covenants.
|
(b)
|
The Adviser may at any time terminate this Agreement by not less than one-hundred twenty
|
14.
|
Certain Definitions. For the purposes of this Agreement:
|
LISTED FUNDS TRUST
on behalf of the series listed on Schedule A
By: /s/ Kent P. Barnes
Name; Kent P. Barnes
Title: Secretary
|
TRUEMARK INVESTMENTS, LLC
By: /s/ Michael N. Loukas
Name: Michael N. Loukas
Title: CEO
|
To the Adviser at:
|
TrueMark Investment, LLC
9450 W. Bryn Mawr, Suite 700,
Rosemont, IL. 60018
Attention: Jordan Fletcher
Email: jfletcher@truemarkinvestments.com
|
To the Trust at:
|
U.S. Bancorp Fund Services, LLC
615 East Michigan Street
Milwaukee, Wisconsin 53202
Attention: Kent Barnes, Secretary
Email: kent.barnes@usbank.com
|
To the Sub-Adviser at:
|
Black Hill Capital Partners, LLC.
2520 Sacramento Street
San Francisco, CA 94123
Attention: Sam Kim
Email: samkim@blackhill-capital.com
|
TRUEMARK INVESTMENTS, LLC.
By: /s/ Michael N. Loukas
Name: Michael N. Loukas
Title: Chief Executive Officer
|
BLACK HILL CAPITAL PARTNERS, LLC.
By: /s/ Sam Kim
Name: Sam Kim
Title: Managing Member
|
LISTED FUNDS TRUST
By: /s/ Kent P. Barnes
Name: Kent P. Barnes
Title: Secretary
|
1.
|
Sub-Advisery Fees. Sub-Adviser shall be entitled to receive the following fees for services rendered pursuant to this Agreement:
|
a.
|
Sub-Adviser Management Fee: 50% of the Net Profits (hereinafter defined) derived by the Adviser from the Fund.
|
b.
|
Payment. Payment of Sub-Adviser’s fees shall be made as follows: (i) Sub-Adviser Management Fee shall be paid from Net Profits as determined by the Adviser upon a monthly basis within ten (10) business days following the Adviser’s receipt of the Adviser’s Fee. Each payment shall be accompanied by an accounting containing the gross advisory fee on which the amount of such payment was based and, in reasonable detail, the expenses deducted therefrom. For the avoidance of confusion, it is understood and agreed that such payment is contingent on Adviser receiving the advisory fee from the Fund.
|
2.
|
Definitions. For purposes hereof the following terms shall have the following meaning:
|
a.
|
“Adviser’s Fee” means the Fund’s management fee as stated in the Fund’s prospectus from time to time (currently 0.58% of AUM),
|
b.
|
“Net Profit” means, for any fiscal period, (A) the total Adviser’s Fees received by the Adviser from the Fund during that period, less (B) the cumulative direct expenses incurred or paid by the Adviser during that period in relation to the Fund, which expenses include, without limitation: expense waivers and reimbursements; commissions; legal, administrative and custodial expenses; ntf/platform/omnibus fees; filing and registration fees; proxy solicitation expenses; taxes; interest.
|
To the Adviser at:
|
TrueMark Investment, LLC
9450 W. Bryn Mawr, Suite 700,
Rosemont, IL. 60018
Attention: Jordan Fletcher
Email: jfletcher@truemarkinvestments.com
|
To the Trust at:
|
U.S. Bancorp Fund Services, LLC
615 East Michigan Street
Milwaukee, Wisconsin 53202
Attention: Kent Barnes, Secretary
Email: kent.barnes@usbank.com
|
To the Sub-Adviser at:
|
Purview Investments, LLC.
208 E 51st Street, Suite 182,
New York, NY. 10022
Attention: Linda Zhang
Email: Linda.zhang@purviewinvestments.com
|
TRUEMARK INVESTMENTS, LLC.
By: /s/ Michael N. Loukas
Name: Michael N. Loukas
Title: Chief Executive Officer
|
PURVIEW INVESTMENTS, LLC.
By: /s/ Linda Zhang
Name: Linda Zhang
Title: Chief Executive Officer
|
LISTED FUNDS TRUST
By: /s/ Kent P. Barnes
Name: Kent P. Barnes
Title: Secretary
|
1.
|
Sub-Advisery Fees. Sub-Adviser shall be entitled to receive the following fees for services rendered pursuant to this Agreement:
|
a.
|
Sub-Adviser Management Fee: 50% of the Net Profits (hereinafter defined) derived by the Adviser from the Fund.
|
b.
|
Payment. Payment of Sub-Adviser’s fees shall be made as follows: (i) Sub-Adviser Management Fee shall be paid from Net Profits as determined by the Adviser upon a monthly basis within ten (10) business days following the Adviser’s receipt of the Adviser’s Fee. Each payment shall be accompanied by an accounting containing the gross advisory fee on which the amount of such payment was based and, in reasonable detail, the expenses deducted therefrom. For the avoidance of confusion, it is understood and agreed that such payment is contingent on Adviser receiving the advisory fee from the Fund.
|
2.
|
Definitions. For purposes hereof the following terms shall have the following meaning:
|
a.
|
“Adviser’s Fee” means the Fund’s management fee as stated in the Fund’s prospectus from time to time (currently 0.58% of AUM),
|
b.
|
“Net Profit” means, for any fiscal period, (A) the total Adviser’s Fees received by the Adviser from the Fund during that period, less (B) the cumulative direct expenses incurred or paid by the Adviser during that period in relation to the Fund, which expenses include, without limitation: expense waivers and reimbursements; commissions; legal, administrative and custodial expenses; ntf/platform/omnibus fees; filing and registration fees; proxy solicitation expenses; taxes; interest.
|
1.
|
Capitalized terms not otherwise defined herein shall have the meanings set forth in the Agreement.
|
2.
|
Exhibit A to the Agreement is hereby deleted in its entirety and replaced by Exhibit A attached hereto which reflects the addition of the TrueMark AI & Deep Learning ETF and the TrueMark ESG Active Opportunities ETF, and a name change of the EventShares U.S. Policy Alpha ETF to the EventShares U.S. Legislative Opportunities ETF.
|
3.
|
Except as expressly amended hereby, all of the provisions of the Agreement are restated and in full force and effect to the same extent as if fully set forth herein.
|
4.
|
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.
|
LISTED FUNDS TRUST
|
FORESIDE FUND SERVICES, LLC
|
By: /s/ Gregory Bakken
|
By: /s/ Mark Fairbanks
|
Name: Gregory C. Bakken
|
Name: Mark Fairbanks
|
Title: President
|
Title: Vice President
|
▪
|
$ [ ] – Book entry DTC transaction, Federal Reserve transaction, principal paydown
|
§
|
$ [ ] – Repurchase agreement, reverse repurchase agreement, time deposit/CD or other non-depository transaction
|
§
|
$ [ ] – Option/SWAPS/future contract written, exercised or expired
|
§
|
$[ ] – Mutual fund trade, Margin Variation Wire and outbound Fed wire
|
§
|
$[ ] – Physical security transaction
|
§
|
$ [ ] – Check disbursement (waived if U.S. Bank is Administrator)
|
§
|
Additional fees apply for global servicing. Fund of Fund expenses quoted separately.
|
§
|
$[ ] per custody sub – account per year (e.g., per sub –adviser, segregated account, etc.)
|
§
|
Class Action Services – $[ ] filing fee per class action per account, plus [ ]% of gross proceeds, up to a maximum per recovery not to exceed $[ ].
|
§
|
No charge for the initial conversion free receipt.
|
§
|
Overdrafts – charged to the account at prime interest rate plus [ ]%, unless a line of credit is in place
|
§
|
$[ ]
|
§
|
Euroclear – Eurobonds only. Eurobonds are held in Euroclear at a standard rate, but other types of securities (including but not limited to equities, domestic market debt and mutual funds) will be subject to a surcharge. In addition, certain transactions that are delivered within Euroclear or from a Euroclear account to a third party depository or settlement system, will be subject to a surcharge.
|
§
|
For all other markets specified above, surcharges may apply if a security is held outside of the local market.
|
§
|
A transaction is defined as any purchase/sale, free receipt / free delivery, maturity, tender or exchange of a security.
|
§
|
Charges incurred by U.S. Bank, N.A. directly or through sub-custodians for account opening fees, tax reclaim fees, local taxes, stamp duties or other local duties and assessments, stock exchange fees, foreign exchange transactions, postage and insurance for shipping, facsimile reporting, extraordinary telecommunications fees, proxy services and other shareholder communications, recurring administration fees, negative interest charges, overdraft charges or other expenses which are unique to a country in which the client or its clients is investing will be passed along as incurred.
|
§
|
A surcharge may be added to certain miscellaneous expenses listed herein to cover handling, servicing and other administrative costs associated with the activities giving rise to such expenses. Also, certain expenses are charged at a predetermined flat rate.
|
§
|
SWIFT reporting and message fees.
|
Country
|
Safekeeping (BPS)
|
Transaction fee
|
|
Country
|
Safekeeping (BPS)
|
Transaction fee
|
|
Country
|
Safekeeping (BPS)
|
Transaction fee
|
Australia
|
[ ]
|
[ ]
|
|
Hungary
|
[ ]
|
[ ]
|
|
Poland
|
[ ]
|
[ ]
|
Argentina
|
[ ]
|
[ ]
|
|
Iceland
|
[ ]
|
[ ]
|
|
Portugal
|
[ ]
|
[ ]
|
Austria
|
[ ]
|
[ ]
|
|
India
|
[ ]
|
[ ]
|
|
Qatar
|
[ ]
|
[ ]
|
Bahrain
|
[ ]
|
[ ]
|
|
Indonesia
|
[ ]
|
[ ]
|
|
Romania
|
[ ]
|
[ ]
|
Bangladesh
|
[ ]
|
[ ]
|
|
Ireland
|
[ ]
|
[ ]
|
|
Russia
|
[ ]
|
[ ]
|
Belgium
|
[ ]
|
[ ]
|
|
Israel
|
[ ]
|
[ ]
|
|
Serbia
|
[ ]
|
[ ]
|
Bermuda
|
[ ]
|
[ ]
|
|
Italy
|
[ ]
|
[ ]
|
|
Singapore
|
[ ]
|
[ ]
|
Botswana
|
[ ]
|
[ ]
|
|
Japan
|
[ ]
|
[ ]
|
|
Slovakia
|
[ ]
|
[ ]
|
Brazil
|
[ ]
|
[ ]
|
|
Jordan
|
[ ]
|
[ ]
|
|
Slovenia
|
[ ]
|
[ ]
|
Bulgaria
|
[ ]
|
[ ]
|
|
Kenya
|
[ ]
|
[ ]
|
|
South Africa
|
[ ]
|
[ ]
|
Canada
|
[ ]
|
[ ]
|
|
Kuwait
|
[ ]
|
[ ]
|
|
South Korea
|
[ ]
|
[ ]
|
Chile
|
[ ]
|
[ ]
|
|
Latvia
|
[ ]
|
[ ]
|
|
Spain
|
[ ]
|
[ ]
|
China Connect
|
[ ]
|
[ ]
|
|
Lithuania
|
[ ]
|
[ ]
|
|
Sri Lanka
|
[ ]
|
[ ]
|
China (B Shares)
|
[ ]
|
[ ]
|
|
Luxembourg
|
[ ]
|
[ ]
|
|
Eswatini
|
[ ]
|
[ ]
|
Colombia
|
[ ]
|
[ ]
|
|
Malaysia
|
[ ]
|
[ ]
|
|
Sweden
|
[ ]
|
[ ]
|
Costa Rica
|
[ ]
|
[ ]
|
|
Malta
|
[ ]
|
[ ]
|
|
Switzerland
|
[ ]
|
[ ]
|
Croatia
|
[ ]
|
[ ]
|
|
Mauritius
|
[ ]
|
[ ]
|
|
Taiwan
|
[ ]
|
[ ]
|
Cyprus
|
[ ]
|
[ ]
|
|
Mexico
|
[ ]
|
[ ]
|
|
Thailand
|
[ ]
|
[ ]
|
Czech Republic
|
[ ]
|
[ ]
|
|
Morocco
|
[ ]
|
[ ]
|
|
Tunisia
|
[ ]
|
[ ]
|
Denmark
|
[ ]
|
[ ]
|
|
Namibia
|
[ ]
|
[ ]
|
|
Turkey
|
[ ]
|
[ ]
|
Egypt
|
[ ]
|
[ ]
|
|
Netherlands
|
[ ]
|
[ ]
|
|
UAE
|
[ ]
|
[ ]
|
Estonia
|
[ ]
|
[ ]
|
|
New Zealand
|
[ ]
|
[ ]
|
|
Uganda
|
[ ]
|
[ ]
|
Euroclear
(Eurobonds) |
[ ]
|
[ ]
|
|
Nigeria
|
[ ]
|
[ ]
|
|
Ukraine
|
[ ]
|
[ ]
|
Euroclear
(Non-Eurobonds) |
[ ]
|
[ ]
|
|
Norway
|
[ ]
|
[ ]
|
|
United Kingdom
|
[ ]
|
[ ]
|
Finland
|
[ ]
|
[ ]
|
|
Oman
|
[ ]
|
[ ]
|
|
Uruguay
|
[ ]
|
[ ]
|
France
|
[ ]
|
[ ]
|
|
Pakistan
|
[ ]
|
[ ]
|
|
Vietnam
|
[ ]
|
[ ]
|
Germany
|
[ ]
|
[ ]
|
|
Panama
|
[ ]
|
[ ]
|
|
West African Economic Monetary Union (WAEMU)*
|
[ ]
|
[ ]
|
Ghana
|
[ ]
|
[ ]
|
|
Peru
|
[ ]
|
[ ]
|
|
Zambia
|
[ ]
|
[ ]
|
Greece
|
[ ]
|
[ ]
|
|
Philippines
|
[ ]
|
[ ]
|
|
Zimbabwe
|
[ ]
|
[ ]
|
Hong Kong
|
[ ]
|
[ ]
|
|
Saudi Arabia
|
[ ]
|
[ ]
|
|
|
|
|
Q1 Year 1
|
25% of annual minimum
|
Q2 Year 1
|
50% of annual minimum
|
Q3 Year 1
|
150% of annual minimum
|
Q4 Year 1
|
175% of annual minimum
|
Month 1
|
[ ]
|
Month 4
|
[ ]
|
Month 7
|
[ ]
|
Month 10
|
[ ]
|
Month 2
|
[ ]
|
Month 5
|
[ ]
|
Month 8
|
[ ]
|
Month 11
|
[ ]
|
Month 3
|
[ ]
|
Month 6
|
[ ]
|
Month 9
|
[ ]
|
Month 12
|
[ ]
|
▪
|
$[ ] – Domestic Equities, Options, ADRs, Foreign Equities, Futures, Forwards, Currency Rates, Mutual Funds, ETFs, Total Return Swaps
|
§
|
$[ ] – Domestic Corporates, Domestic Convertibles, Domestic Governments, Domestic Agencies, Mortgage Backed, Municipal Bonds
|
§
|
$[ ] – CMOs, Money Market Instruments, Foreign Corporates, Foreign Convertibles, Foreign Governments, Foreign Agencies, Asset Backed, High Yield
|
§
|
$[ ] – Interest Rate Swaps, Foreign Currency Swaps
|
§
|
$[ ] – Bank Loans
|
§
|
$[ ] – Swaptions, Intraday money market funds pricing, up to 3 times per day
|
§
|
$[ ] – Credit Default Swaps
|
§
|
$[ ] per Month Manual Security Pricing (>25 per day)
|
§
|
$[ ] per Foreign Equity Security per Month
|
§
|
$[ ] per Domestic Equity Security per Month
|
§
|
$[ ] per CMOs, Asset Backed, Mortgage Backed Security per Month
|
§
|
$[ ] for the first fund
|
§
|
$[ ] for each additional fund 2-5
|
§
|
$[ ] for each fund over 5 funds
|
§
|
$[ ] per sub-adviser per fund
|
§
|
Per adviser relationship, and subject to change based upon board review and approval.
|
§
|
$[ ] per security per month for fund administrative
|
§
|
Form N-PORT – $[ ] per year, per Fund
|
§
|
Form N-CEN – $[ ] per year, per Fund
|
§
|
$[ ] per fund per standard reporting package*
|
-
|
Expense reporting package: 2 peer comparison reports (adviser fee) and (net expense ratio w classes on one report) OR Full 15(c) report
|
§
|
Additional 15c reporting is subject to additional charges
|
§
|
Standard data source – Morningstar; additional charges will apply for other data services
|
§
|
Base fee – $[ ] per fund per year
|
§
|
Setup – $[ ] per fund group
|
§
|
$[ ] set up fee per fund complex
|
§
|
$[ ] per fund per month
|
§
|
1940 Act C-Corp – U.S. Bank Fee Schedule plus $[ ]
|
§
|
1933 Act C-Corp – U.S. Bank Fee Schedule plus $[ ]
|
§
|
U.S. Bank Fee Schedule plus $[ ]
|
§
|
Prepare book-to-tax adjustments & Form 5471 for Controlled Foreign Corporations (CFCs) – $[ ] per year
|
§
|
Additional Capital Gain Dividend Estimates – (First two included in core services) – $[ ] per additional estimate
|
§
|
State tax returns - (First two included in core services) – $[ ] per additional return
|
§
|
Subsequent new fund launch – $[ ] per fund or as negotiated
|
§
|
Drafting SEC exemptive order application for passively-managed ETF(s) – $[ ] (includes outside legal costs)
|
§
|
Drafting SEC exemptive order application for actively-managed ETF(s) – $[ ] (includes outside legal costs)
|
§
|
Drafting SEC exemptive order application for other requested relief – Negotiated fee
|
§
|
$[ ] first fund
|
§
|
$[ ] each additional fund included in the same statutory prospectus up to 5 funds
|
§
|
Fees negotiated for funds 6+
|
§
|
Postage, if necessary
|
§
|
Federal and state regulatory filing fees
|
§
|
Expenses from Board of Trustee meetings
|
§
|
Third party auditing
|
§
|
EDGAR/XBRL filing
|
§
|
All other Miscellaneous expenses
|
(a)
|
A certificate of the Secretary of State of the State of Delaware, dated as of a recent date, as to the existence and good standing of the Trust;
|
(b)
|
A copy, certified by the Secretary of State of the State of Delaware, of the Trust’s Certificate of Trust and all amendments thereto, as filed with the Secretary of State (the “Certificate of Trust”);
|
(c)
|
Copies of the Trust’s Amended and Restated Declaration of Trust dated March 19, 2019 (the “Declaration”), the Trust’s Amended and Restated Bylaws, as approved by the Board of Trustees (the “Board”) on March 19, 2019 (the “Bylaws”), and resolutions approved by the Board authorizing the issuance of the Shares of the Funds (the “Resolutions”), each certified by an authorized officer of the Trust; and
|
(d)
|
A printer’s proof of the Registration Statement.
|
8.01
|
Introduction
|
•
|
We must at all times place the interests of our clients before the interest of the Firm and its employees or any other outside interests.
|
•
|
All personal securities transactions must be conducted in a manner consistent with the Code and avoid any actual or potential conflicts of interest or any abuse of an employee's position of trust and responsibility.
|
•
|
Employees must not take any inappropriate advantage of their positions at the Firm.
|
•
|
Information concerning the identity of securities and financial circumstances of the Firm and its investors must be kept confidential.
|
•
|
Independence in the investment decision-making process must be maintained at all times.
|
•
|
Employees must comply with the letter and spirit of laws and regulations applicable to the operation of the Firm and its clients.
|
•
|
Violations of law or regulation by employees that relate to matters of trust and confidence or securities law or regulation in their conduct outside of their employment may affect their fitness for duty as employees of a firm with fiduciary responsibility and high ethical standards.
|
8.02
|
Covered Persons and Accounts
|
8.03
|
Personal Brokerage Accounts
|
Responsibility
|
• Chief Compliance Officer
|
Resources
|
• Broker Instruction Letter, attached to this Manual as Exhibit D and Schwab CT
|
Frequency
|
• As needed
|
Action
|
• The CCO will ensure that all new employees direct their personal brokerage accounts (either via letter or via SchwabCT) to submit duplicate statements to the Firm for review.
|
Record
|
• The Firm must maintain all copies of employee personal brokerage account statements (these are maintained in SchwabCT).
|
8.04
|
Compliance with Applicable Federal Securities Laws
|
8.05
|
Covered Securities
|
•
|
Debt and equity securities;
|
•
|
Options on securities, on indices, and on currencies;
|
•
|
All forms of limited partnership and limited liability company interests, including interests in private investment funds (such as hedge funds), and interests in investment clubs; and
|
•
|
Foreign unit trusts and foreign mutual funds.
|
•
|
Direct obligations of the U.S. government (e.g., treasury securities);
|
•
|
Bankers' acceptances, bank certificates of deposit, commercial paper, and high-quality short-term debt obligations, including repurchase agreements;
|
•
|
Shares issued by money market funds;
|
•
|
Shares of open-end mutual funds that are not advised or sub-advised by the Firm (or the Firm's affiliates); and
|
•
|
Shares issued by unit investment trusts that are invested exclusively in one or more open- end mutual funds, none of which are funds advised or sub-advised by the Firm (or the Firm's affiliates).
|
8.06
|
Restrictions on Personal Trading and Trading in Covered Securities
|
•
|
Purchases or sales over which a Covered Person has no direct or indirect influence or control;
|
•
|
Purchases or sales that are non-volitional on the part of the Covered Person (e.g. purchases made pursuant to an automatic dividend reinvestment plan);
|
•
|
Purchases effected upon exercise of rights issued by an issuer pro rata to all holders of a class of its securities;
|
•
|
Acquisition of securities through stock dividends, dividend reinvestment, stock splits, reverse stock splits, mergers, consolidations, spin-offs and other similar corporate reorganizations or distributions generally applicable to all holders of the same class of securities; and
|
•
|
Purchases or sales of shares in a money market fund.
|
8.07
|
Initial and Annual Holdings Reports
|
•
|
The title and type of security, and the exchange ticker symbol or CUSIP number (as applicable), number of shares, and principal amount of each security in any personal account;
|
•
|
The name of any broker, dealer or bank with which the access person maintains any personal account; and
|
•
|
The signature and date on which the access person submits the report.
|
8.08
|
Quarterly Transaction Reports
|
•
|
The date of the transaction, the title, and the exchange ticker symbol or CUSIP number (as applicable), interest rate and maturity date, number of shares, and principal amount of each security involved;
|
•
|
The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);
|
•
|
The price of the security at which the transaction was effected;
|
•
|
The name of the broker, dealer or bank with or through which the transaction was effected; and
|
•
|
The date on which the access person submits the report.
|
8.09
|
Outside Activities
|
Responsibility
|
• All employees
• Chief Compliance Officer
|
Resources
|
• SchwabCT
• Conflicts of Interest Form, attached to this Manual as Exhibit I
|
Frequency
|
• Annual, and as needed
|
Action
|
• Employees must complete a Conflicts of Interest/Outside Business Activities Form via SchwabCT on an annual basis.
• Employees must request permission from the CCO prior to accepting any outside business activity position.
|
Record
|
• Copies of the Conflicts of Interest/Outside Business Activities Form will be maintained in employee files.
• Any memorandum granting permission for an outside business activity will be maintained by the CCO via Schwab CT.
|
8.10
|
Social Media
|
8.11
|
Gifts and Entertainment
|
•
|
Gifts: No employee may receive any gift, service, or other item of more than de minimis value, which for purposes of the Code is set at $200, from any person or entity that does business with or on behalf of the Firm. No employee may give or offer any gift of more than de minimis value to existing investors, prospective investors, or any entity that does business with or on behalf of the Firm. Notwithstanding the foregoing, no employee may provide or accept gifts having an aggregate value of $100 per year to or from any person associated with a broker-dealer.
|
•
|
Entertainment: No employee may provide or accept extravagant or excessive entertainment to or from an investor, prospective investor, or any person or entity that does or seeks to do business with or on behalf of the Firm. Entertainment that is valued over $250 must be pre-approved by the CCO, CIO or Head of Marketing/Sales. Employees may provide or accept a business entertainment event, such as a meal or a sporting event, of reasonable value, if the person or entity providing the entertainment is present. Any event that an employee reasonably expects to exceed a de minimis value must be approved in advance by the CCO.
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Cash: No employee may give or accept cash gifts or cash equivalents to or from an investor, prospective investor, or any entity that does business with or on behalf of the Firm.
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Government Officials: No gift or entertainment event of any value involving government officials or their families may be given or sponsored by the Firm or any employee without the prior written approval of the CCO.
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Union Officials: Special Department of Labor reporting requirements apply to service providers, such as investment advisors, to Taft-Hartley employee benefit funds. Those service providers must make annual reports detailing virtually all gifts and entertainment provided generally to unions, their officer, employees and agents, subject to a de minimis threshold. Accordingly, employees must receive pre-approval for gifts and entertainment provided to such persons.
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Reporting: Each employee must report (either by submitting Exhibit J to this Compliance Manual via e-mail or in written form) to the CCO any gifts or entertainment received in connection with the employee's employment that the employee reasonably believes exceeded the de minimis value. The CCO may, depending on the facts and circumstances, require that any such gift be returned to the provider or that an entertainment expense be repaid by the employee.
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Solicited Gifts: No employee may use his or her position with the Firm to obtain anything of value from a client, supplier, person to whom the employee refers business, or any other entity with which the Firm does business.
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Referrals: Employees may not make referrals to clients (e.g., of accountants, attorneys, or the like) if the employee expects to personally benefit in any way from the referral.
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8.12
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Surveillance and Violations of Policy
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8.13
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Exceptions to the Code
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The employee seeking the exception provides the CCO with a written statement (i) detailing the efforts made to comply with the requirement from which the employee seeks an exception and (ii) containing a representation that compliance with the requirement would impose significant undue hardship on the employee;
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The CCO believes that the exception would not harm or defraud the Firm or its clients, violate the general principles stated in the Code or compromise the employee's or the Firm's fiduciary duty to any client; and
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The employee provides any supporting documentation that the CCO may request from the employee.
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8.14
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Recordkeeping
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A copy of the Code that is currently in effect, or at any time within the past five years was in effect;
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A record of any violation of the Code, and of any action taken as a result of the violation;
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A record of all written acknowledgments of receipt, review and understanding of the Code from each person who is currently, or within the past five years was, an employee;
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A record of each report made by an access person, including any brokerage confirmations and brokerage account statements obtained from access persons;
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A record of the names of persons who are currently, or within the past five years were, access persons; and
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A record of any exception from the Code granted by the CCO, all related documentation supplied by the employee seeking the exception, and the reasons supporting the decision to grant the exception.
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8.15
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Sanctions
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8.16
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Acknowledgment of Receipt and Compliance Manual
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Responsibility
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• Chief Compliance Officer
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Resources
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• SchwabCT
• Annual Compliance Acknowledgment Form, attached to this Manual as Exhibit A
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Frequency
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• Upon initial hire and annually thereafter
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Action
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• CCO to provide employees with a copy of this Compliance Manual, including the Code, and must receive a signed acknowledgment of receipt.
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Record
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• The Firm must maintain copies of the signed Compliance Acknowledgment Form.
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