Opus Small Cap Value Plus ETF (OSCV) Opus International Small/Mid Cap ETF (OISC) PROSPECTUS July 16, 2018

Transcription

1 Opus Small Cap Value Plus ETF (OSCV) Opus Internatinal Small/Mid Cap ETF (OISC) Listed n NYSE Arca, Inc. PROSPECTUS July 16, 2018 The U.S. Securities and Exchange Cmmissin ( SEC ) has nt apprved r disapprved f these securities r passed upn the accuracy r adequacy f this Prspectus. Any representatin t the cntrary is a criminal ffense.

2 Opus Small Cap Value Plus ETF Opus Internatinal Small/Mid Cap ETF TABLE OF CONTENTS OPUS SMALL CAP VALUE PLUS ETF Fund Summary... 2 OPUS INTERNATIONAL SMALL/MID CAP ETF Fund Summary... 5 Additinal Infrmatin abut the Funds... 9 Prtfli Hldings Infrmatin Management Hw t Buy and Sell Shares Dividends, Distributins, and Taxes Distributin Premium/Discunt Infrmatin Additinal Ntices Financial Highlights... 21

3 OPUS SMALL CAP VALUE PLUS ETF FUND SUMMARY Investment Objective The Opus Small Cap Value Plus ETF (the Fund r the Value Fund ) seeks capital appreciatin. Fees and Expenses f the Fund This table describes the fees and expenses that yu may pay if yu buy and hld shares f the Fund ( Shares ). This table and the Example belw d nt include the brkerage cmmissins that investrs may pay n their purchases and sales f Shares. Annual Fund Operating Expenses (expenses that yu pay each year as a percentage f the value f yur investment) Management Fees 0.79% Distributin and/r Service (12b-1) Fees Nne Other Expenses* 0.00% Ttal Annual Fund Operating Expenses 0.79% * Estimated fr the current fiscal year. Expense Example This example is intended t help yu cmpare the cst f investing in the Fund with the cst f investing in ther funds. The example assumes that yu invest $10,000 in the Fund fr the time perids indicated and then redeem all f yur Shares at the end f thse perids. The example als assumes that yur investment has a 5% return each year and that the Fund s perating expenses remain the same. Althugh yur actual csts may be higher r lwer, based n these assumptins yur csts wuld be: Prtfli Turnver 1 Year 3 Years $81 $252 The Fund pays transactin csts, such as cmmissins, when it buys and sells securities (r turns ver its prtfli). A higher prtfli turnver rate may indicate higher transactin csts and may result in higher taxes when Shares are held in a taxable accunt. These csts, which are nt reflected in annual fund perating expenses r in the example, affect the Fund s perfrmance. Because the Fund is newly rganized, prtfli turnver infrmatin is nt yet available. Principal Investment Strategies The Fund is an actively-managed exchange-traded fund ( ETF ) that invests under nrmal circumstances at least 80% f its net assets (plus any brrwings fr investment purpses) in equity securities f small-capitalizatin U.S. cmpanies. The Fund defines a smallcapitalizatin cmpany as an issuer whse market capitalizatin at the time f purchase is in the range f thse fund in the Russell 2000 Index. The Fund s sub-adviser selects stcks acrss a variety f sectrs and industries fr the Fund by cmbining factr-based analysis with rigrus fundamental research t identify high-quality, grwing cmpanies that the sub-adviser believes are undervalued. The subadviser fcuses n three cre themes t identify cmpanies fr the Fund: Higher Quality Higher Grwth Lwer Valuatin Cmpanies with sund business mdels, higher returns n equity, strng balance sheets, and sharehlder-friendly management. Cmpanies that are well-psitined t grw sales, earnings, cash flws, and dividends. Cmpanies whse valuatins reflect lwer price-t-earnings and higher yields than their peers. The Fund s sub-adviser generally sells a stck fr the Fund when the cmpany is n lnger believed t be high quality, when its anticipated grwth rate has significantly declined, when it is n lnger cnsidered undervalued, r when it is n lnger cnsidered a small-capitalizatin cmpany after a significant perid f time (e.g., mre than ne year). The Fund will primarily invest in cmmn stcks and real estate investment trusts ( REITs ). 2

4 Principal Investment Risks Yu can lse mney n yur investment in the Fund. The Fund is subject t the risks described belw. Sme r all f these risks may adversely affect the Fund s net asset value per share ( NAV ), trading price, yield, ttal return and/r ability t meet its bjectives. Fr mre infrmatin abut the risks f investing in the Fund, see the sectin in the Fund s Prspectus, titled Additinal Infrmatin Abut the Funds Principal Investment Risks. Equity Market Risk. The equity securities held in the Fund s prtfli may experience sudden, unpredictable drps in value r lng perids f decline in value. This may ccur because f factrs that affect securities markets generally r factrs affecting specific issuers, industries, r sectrs in which the Fund invests. The trading prices f equity securities and ther instruments fluctuate in respnse t a variety f factrs. The Fund s NAV and market price may fluctuate significantly in respnse t these and ther factrs. As a result, an investr culd lse mney ver shrt r lng perids f time. ETF Risks. Authrized Participants, Market Makers, and Liquidity Prviders Cncentratin Risk. The Fund has a limited number f financial institutins that may act as APs. In additin, there may be a limited number f market makers and/r liquidity prviders in the marketplace. T the extent either f the fllwing events ccur, Shares may trade at a material discunt t NAV and pssibly face delisting: (i) APs exit the business r therwise becme unable t prcess creatin and/r redemptin rders and n ther APs step frward t perfrm these services, r (ii) market makers and/r liquidity prviders exit the business r significantly reduce their business activities and n ther entities step frward t perfrm their functins. Csts f Buying r Selling Shares. Due t the csts f buying r selling Shares, including brkerage cmmissins impsed by brkers and bid/ask spreads, frequent trading f Shares may significantly reduce investment results and an investment in Shares may nt be advisable fr investrs wh anticipate regularly making small investments. Trading. Althugh Shares are listed fr trading n the NYSE Arca, Inc. (the Exchange ), a natinal securities exchange, and may be traded n U.S. exchanges ther than the Exchange, there can be n assurance that Shares will trade with any vlume, r at all, n any stck exchange. In stressed market cnditins, the liquidity f Shares may begin t mirrr the liquidity f the Fund s underlying prtfli hldings, which can be significantly less liquid than Shares. Management Risk. The Fund is actively-managed and may nt meet its investment bjective based n the sub-adviser s success r failure t implement investment strategies fr the Fund. New Fund Risk. The Fund is a recently rganized, diversified management investment cmpany with n perating histry. As a result, prspective investrs have n track recrd r histry n which t base their investment decisin. REIT Investment Risk. Investments in REITs invlve unique risks. REITs may have limited financial resurces, may trade less frequently and in limited vlume, and may be mre vlatile than ther securities. The risks f investing in REITs include certain risks assciated with the direct wnership f real estate and the real estate industry in general. Securities in the real estate sectr are subject t the risk that the value f their underlying real estate may g dwn. Many factrs may affect real estate values, including the general and lcal ecnmies, the amunt f new cnstructin in a particular area, the laws and regulatins (including zning and tax laws) affecting real estate, and the csts f wning, maintaining and imprving real estate. The availability f mrtgages and changes in interest rates may als affect real estate values. REITs are als subject t heavy cash flw dependency, defaults by brrwers, and self-liquidatin. Sectr Risk. T the extent the Fund invests mre heavily in particular sectrs f the ecnmy, its perfrmance will be especially sensitive t develpments that significantly affect thse sectrs. Shares May Trade at Prices Other Than NAV. As with all ETFs, Shares may be bught and sld in the secndary market at market prices. Althugh it is expected that the market price f Shares will apprximate the Fund s NAV, there may be times when the market price f Shares is mre than the NAV intra-day (premium) r less than the NAV intra-day (discunt) due t supply and demand f Shares r during perids f market vlatility. This risk is heightened in times f market vlatility, perids f steep market declines, and perids when there is limited trading activity fr Shares in the secndary market, in which case such premiums r discunts may be significant. Small Capitalizatin Cmpanies Risk. The Fund invests in the securities f small-capitalizatin cmpanies. As a result, the Fund may be mre vlatile than funds that invest in larger, mre established cmpanies. The securities f small-capitalizatin cmpanies generally trade in lwer vlumes and are subject t greater and mre unpredictable price changes than larger capitalizatin stcks r the stck market as a whle. Small-capitalizatin cmpanies may be particularly sensitive t changes in interest rates, gvernment regulatin, brrwing csts and earnings. Value-Style Investing Risk. The value investing style may ver time g in and ut f favr. At times when the value investing style is ut f favr, the Fund may underperfrm ther funds that use different investing styles. 3

5 Perfrmance Perfrmance infrmatin fr the Fund is nt included because the Fund did nt have a full calendar year f perfrmance prir t the date f this Prspectus. In the future, perfrmance infrmatin fr the Fund will be presented in this sectin. Updated perfrmance infrmatin is available n the Fund s website at Management Investment Adviser Investment Sub-Adviser Prtfli Managers Aptus Capital Advisrs, LLC (the Adviser ) Opus Capital Grup, LLC, ding business as Opus Capital Management ( Opus r the Sub-Adviser ) Len Haussler, Opus Funder and Prtfli Manager, and Adam Eaglestn, Opus Principal and Prtfli Manager, have been prtfli managers f the Fund since its inceptin in Purchase and Sale f Shares Shares are listed n a natinal securities exchange, such as the Exchange, and mst investrs will buy and sell Shares thrugh brkers at market prices, rather than NAV. Because Shares trade at market prices rather than NAV, Shares may trade at a price greater than NAV (premium) r less than NAV (discunt). The Fund issues and redeems Shares at NAV nly in large blcks knwn as Creatin Units, which nly Authrized Participants ( APs ) (typically, brker-dealers) may purchase r redeem. Creatin Units generally cnsist f 25,000 Shares, thugh this may change frm time t time. The Fund generally issues and redeems Creatin Units in exchange fr a prtfli f securities clsely apprximating the hldings f the Fund (the Depsit Securities ) and/r a designated amunt f U.S. cash. Tax Infrmatin Fund distributins are generally taxable as rdinary incme, qualified dividend incme, r capital gains (r a cmbinatin), unless yur investment is in an individual retirement accunt ( IRA ) r ther tax-advantaged accunt. Distributins n investments made thrugh tax-deferred arrangements may be taxed later upn withdrawal f assets frm thse accunts. Financial Intermediary Cmpensatin If yu purchase Shares thrugh a brker-dealer r ther financial intermediary (such as a bank) (an Intermediary ), the Adviser, Opus r any f their affiliates may pay Intermediaries fr certain activities related t the Fund, including participatin in activities that are designed t make Intermediaries mre knwledgeable abut exchange traded prducts, including the Fund, r fr ther activities, such as marketing, educatinal training r ther initiatives related t the sale r prmtin f Shares. These payments may create a cnflict f interest by influencing the Intermediary and yur salespersn t recmmend the Fund ver anther investment. Any such arrangements d nt result in increased Fund expenses. Ask yur salespersn r visit the Intermediary s website fr mre infrmatin. 4

6 OPUS INTERNATIONAL SMALL/MID CAP ETF FUND SUMMARY Investment Objective The Opus Internatinal Small/Mid Cap ETF (the Fund r the Internatinal Fund ) seeks capital appreciatin. Fees and Expenses f the Fund This table describes the fees and expenses that yu may pay if yu buy and hld shares f the Fund ( Shares ). This table and the Example belw d nt include the brkerage cmmissins that investrs may pay n their purchases and sales f Shares. Annual Fund Operating Expenses (expenses that yu pay each year as a percentage f the value f yur investment) Management Fees 0.89% Distributin and/r Service (12b-1) Fees Nne Other Expenses* 0.00% Ttal Annual Fund Operating Expenses 0.89% * Estimated fr the current fiscal year. Expense Example This example is intended t help yu cmpare the cst f investing in the Fund with the cst f investing in ther funds. The example assumes that yu invest $10,000 in the Fund fr the time perids indicated and then redeem all f yur Shares at the end f thse perids. The example als assumes that yur investment has a 5% return each year and that the Fund s perating expenses remain the same. Althugh yur actual csts may be higher r lwer, based n these assumptins yur csts wuld be: Prtfli Turnver 1 Year 3 Years $91 $284 The Fund pays transactin csts, such as cmmissins, when it buys and sells securities (r turns ver its prtfli). A higher prtfli turnver rate may indicate higher transactin csts and may result in higher taxes when Shares are held in a taxable accunt. These csts, which are nt reflected in annual fund perating expenses r in the example, affect the Fund s perfrmance. Because the Fund is newly rganized, prtfli turnver infrmatin is nt yet available. Principal Investment Strategies The Fund is an actively-managed exchange-traded fund ( ETF ) that invests under nrmal circumstances at least 80% f its net assets (plus any brrwings fr investment purpses) in stcks f small- and mid-capitalizatin cmpanies in a number f different cuntries thrughut the wrld, including in emerging and frntier markets ( develping markets ). Under nrmal circumstances, the Fund will invest in at least three different cuntries and invest at least 40% f its net assets utside the United States. The Fund defines a smalland mid-capitalizatin cmpany as an issuer whse market capitalizatin at the time f purchase is in the range f thse fund in the MSCI ACWI ex USA Small Cap Index r MSCI ACWI ex USA Mid Cap Index, respectively. The Fund s sub-adviser selects stcks acrss a variety f cuntries, sectrs, and industries fr the Fund by cmbining factr-based analysis with rigrus fundamental research t identify high-quality, grwing cmpanies that the sub-adviser believes are undervalued. The Fund will primarily invest in cmmn and preferred stcks and real estate investment trusts ( REITs ). The Fund is nn-diversified and therefre may invest a larger percentage f its assets in the securities f a single issuer r small number f issuers than diversified funds. The Fund s sub-adviser cnsiders a range f macrecnmic and market-specific cnditins when determining the attractiveness f investments in each cuntry r regin and cmbines such research with industry infrmatin and fundamental factrs t build a universe f investment pprtunities. The sub-adviser fcuses n three cre themes t identify specific cmpanies fr the Fund: Higher Quality Higher Grwth Lwer Valuatin Cmpanies with sund business mdels, higher returns n equity, strng balance sheets, and sharehlder-friendly management. Cmpanies that are well-psitined t grw sales, earnings, cash flws, and dividends. Cmpanies whse valuatins reflect lwer price-t-earnings and higher yields than their peers. 5

7 Principal Investment Risks Yu can lse mney n yur investment in the Fund. The Fund is subject t the risks described belw. Sme r all f these risks may adversely affect the Fund s net asset value per share ( NAV ), trading price, yield, ttal return and/r ability t meet its bjectives. Fr mre infrmatin abut the risks f investing in the Fund, see the sectin in the Fund s Prspectus, titled Additinal Infrmatin Abut the Fund s Principal Investment Risks. Currency Exchange Rate Risk. The Fund will invest in securities denminated in nn-u.s. currencies. Changes in currency exchange rates and the relative value f nn-u.s. currencies will therefre affect the value f the Fund s investments and the value f yur Shares. Currency exchange rates can be very vlatile and can change quickly and unpredictably. As a result, the value f an investment in the Fund may change quickly and withut warning and yu may lse mney. Emerging and Frntier Markets Risk. The Fund s investments that prvide expsure t securities traded in develping markets may invlve substantial risk due t limited infrmatin; different accunting, auditing, and financial reprting standards; a cuntry s dependence n revenue frm particular cmmdities r internatinal aid; and exprpriatin, natinalizatin, r ther adverse plitical r ecnmic develpments. Plitical and ecnmic structures in many develping market cuntries may be underging significant evlutin and rapid develpment, and such cuntries may lack the scial, plitical and ecnmic stability characteristics f mre develped cuntries. Sme f these cuntries may have in the past failed t recgnize private prperty rights and have at times natinalized r exprpriated the assets f private cmpanies. Equity Market Risk. The equity securities held in the Fund s prtfli may experience sudden, unpredictable drps in value r lng perids f decline in value. This may ccur because f factrs that affect securities markets generally r factrs affecting specific issuers, industries, r sectrs in which the Fund invests. The trading prices f equity securities and ther instruments fluctuate in respnse t a variety f factrs. The Fund s NAV and market price may fluctuate significantly in respnse t these and ther factrs. As a result, an investr culd lse mney ver shrt r lng perids f time. ETF Risks. Authrized Participants, Market Makers, and Liquidity Prviders Cncentratin Risk. The Fund has a limited number f financial institutins that may act as APs. In additin, there may be a limited number f market makers and/r liquidity prviders in the marketplace. T the extent either f the fllwing events ccur, Shares may trade at a material discunt t NAV and pssibly face delisting: (i) APs exit the business r therwise becme unable t prcess creatin and/r redemptin rders and n ther APs step frward t perfrm these services, r (ii) market makers and/r liquidity prviders exit the business r significantly reduce their business activities and n ther entities step frward t perfrm their functins. Csts f Buying r Selling Shares. Due t the csts f buying r selling Shares, including brkerage cmmissins impsed by brkers and bid/ask spreads, frequent trading f Shares may significantly reduce investment results and an investment in Shares may nt be advisable fr investrs wh anticipate regularly making small investments. Trading. Althugh Shares are listed fr trading n the NYSE Arca, Inc. (the Exchange ), a natinal securities exchange, and may be traded n U.S. exchanges ther than the Exchange, there can be n assurance that Shares will trade with any vlume, r at all, n any stck exchange. In stressed market cnditins, the liquidity f Shares may begin t mirrr the liquidity f the Fund s underlying prtfli hldings, which can be significantly less liquid than Shares. Freign Securities Risk. The Fund invests primarily in freign securities. Investments in freign securities invlve certain risks that may nt be present with investments in U.S. securities. Fr example, investments in freign securities may be subject t risk f lss due t freign currency fluctuatins r t plitical r ecnmic instability. There may be less infrmatin publicly available abut a nn-u.s. issuer than a U.S. issuer. Nn-U.S. issuers may be subject t different accunting, auditing, financial reprting and investr prtectin standards than U.S. issuers. The securities markets f freign cuntries may be substantially smaller, less develped, less liquid and mre vlatile than the majr securities markets in the United States and ther develped natins. With respect t certain cuntries, there is the pssibility f gvernment interventin and exprpriatin r natinalizatin f assets. Investments in freign securities als may be subject t withhlding r ther taxes and may be subject t additinal trading, settlement, custdial, and peratinal risks. These and ther factrs can make investments in the Fund mre vlatile and ptentially less liquid than ther types f investments. These risks may be enhanced fr securities f cmpanies rganized in emerging market natins. Gegraphic Investment Risk. T the extent the Fund invests a significant prtin f its assets in the securities f cmpanies f a single cuntry r regin, it is mre likely t be impacted by events r cnditins affecting that cuntry r regin. Risks f Investing in China Investments in Chinese issuers subject the Fund t risks specific t China. China may be subject t cnsiderable degrees f ecnmic, plitical and scial instability. China is a develping market and demnstrates significantly higher vlatility frm time t time in cmparisn t develped markets. Over the past 25 years, the Chinese gvernment has undertaken refrm f ecnmic and market practices and is expanding the sphere f private wnership f prperty in China. Hwever, Chinese markets generally cntinue t experience inefficiency, vlatility and pricing anmalies resulting frm gvernmental influence, a lack f publicly available infrmatin and/r plitical and scial instability. Internal scial unrest r cnfrntatins with ther neighbring cuntries, including military cnflicts in respnse t such events, may 6

8 als disrupt ecnmic develpment in China and result in a greater risk f currency fluctuatins, currency cnvertibility, interest rate fluctuatins and higher rates f inflatin. Exprt grwth cntinues t be a majr driver f China s rapid ecnmic grwth. Reductin in spending n Chinese prducts and services, institutin f tariffs r ther trade barriers, r a dwnturn in any f the ecnmies f China s key trading partners may have an adverse impact n the Chinese ecnmy. Risks Related t Investing in Eurpe: The ecnmies and markets f Eurpean cuntries are ften clsely cnnected and interdependent, and events in ne cuntry in Eurpe can have an adverse impact n ther Eurpean cuntries. The Fund makes investments in securities f issuers that are dmiciled in, r have significant peratins in, member cuntries f the Eurpean Unin (the EU ) that are subject t ecnmic and mnetary cntrls that can adversely affect the Fund s investments. The Eurpean financial markets have experienced vlatility and adverse trends in recent years and these events have adversely affected the exchange rate f the eur and may cntinue t significantly affect ther Eurpean cuntries. Decreasing imprts r exprts, the impsitin f tariffs by Eurpean cuntries r their trading partners, changes in gvernmental r EU regulatins n trade, changes in the exchange rate f the eur, the default r threat f default by an EU member cuntry n its svereign debt, and/r an ecnmic recessin in an EU member cuntry may have a significant adverse effect n the ecnmies f EU member cuntries and their trading partners, including sme r all f the Eurpean cuntries in which the Fund invests. In June 2016, the United Kingdm (the UK ) held a referendum resulting in a vte in favr f the exit f the UK frm the EU (knwn as Brexit ). It is expected that the UK will invke article 50 f the Lisbn Treaty t withdraw frm the EU by the end f March 2019, and the withdrawal will be fllwed by a transitin perid during which businesses and thers prepare fr the new pst-brexit rules t take effect n January 1, Hwever, there is a significant degree f uncertainty abut hw negtiatins relating t the UK s withdrawal will be cnducted, as well as the ptential cnsequences and precise timeframe fr Brexit. On March 29, 2017, the UK initiated the tw-year exit prcess by ntifying the Eurpean Cuncil f the UK s intentin t withdraw frm the EU. During this perid and beynd, the impact n the UK and Eurpean ecnmies and the brader glbal ecnmy culd be significant, resulting in negative impacts, such as increased vlatility and illiquidity, and ptentially lwer ecnmic grwth f markets in the UK, Eurpe and glbally, which may adversely affect the value f the Fund s investments. Additinally, depreciatin f the British pund sterling and/r the eur in relatin t the U.S. dllar in anticipatin f Brexit wuld adversely affect Fund investments denminated in British pund sterling and/r the eur, regardless f the perfrmance f the investment. Risks Related t Investing in Japan: The Japanese ecnmy may be subject t cnsiderable degrees f ecnmic, plitical and scial instability, which culd have a negative impact n Japanese securities. Since the year 2000, Japan s ecnmic grwth rate has remained relatively lw and it may remain lw in the future. In additin, Japan is subject t the risk f natural disasters, such as earthquakes, vlcanes, typhns and tsunamis. Additinally, decreasing U.S. imprts, new trade regulatins, changes in the U.S. dllar exchange rates, a recessin in the United States r cntinued increases in freclsure rates may have an adverse impact n the ecnmy f Japan. Japan als has few natural resurces, and any fluctuatin r shrtage in the cmmdity markets culd have a negative impact n Japanese securities. Management Risk. The Fund is actively-managed and may nt meet its investment bjective based n the sub-adviser s success r failure t implement investment strategies fr the Fund. Mid-Capitalizatin Cmpanies Risk. The Fund invests in the securities f mid-capitalizatin cmpanies. As a result, the Fund may be mre vlatile than funds that invest in larger, mre established cmpanies. The securities f mid-capitalizatin cmpanies generally trade in lwer vlumes and are subject t greater and mre unpredictable price changes than larger capitalizatin stcks r the stck market as a whle. New Fund Risk. The Fund is a recently rganized, diversified management investment cmpany with n perating histry. As a result, prspective investrs have n track recrd r histry n which t base their investment decisin. Nn-Diversificatin Risk. The Fund is deemed nn-diversified and may invest mre f its assets in the securities f a single issuer r a smaller number f issuers than if it were a diversified fund. As a result, the Fund may be mre expsed t the risks assciated with and develpments affecting an individual issuer r a smaller number f issuers than a fund that invests mre widely. This may increase the Fund s vlatility and cause the perfrmance f a relatively smaller number f issuers t have a greater impact n the Fund s perfrmance. Preferred Securities Risk. Preferred securities may pay fixed r adjustable rates f return and are subject t many f the risks assciated with debt securities (e.g., interest rate risk, call risk, and extensin risk). In additin, preferred securities are subject t issuer-specific and market risks applicable generally t equity securities. Because many preferred securities allw the issuer t cnvert their preferred stck int cmmn stck, preferred securities are ften sensitive t declining cmmn stck values. A cmpany s preferred securities generally pay dividends nly after the cmpany makes required payments t hlders f its bnds and ther debt. Fr this reasn, the value f preferred securities will usually react mre strngly than bnds and ther debt t actual r perceived changes in the cmpany s financial cnditin r prspects. Preferred securities f smaller cmpanies may be mre vulnerable t adverse develpments than preferred stck f larger cmpanies. 7

9 REIT Investment Risk. Investments in REITs invlve unique risks. REITs may have limited financial resurces, may trade less frequently and in limited vlume, and may be mre vlatile than ther securities. The risks f investing in REITs include certain risks assciated with the direct wnership f real estate and the real estate industry in general. Securities in the real estate sectr are subject t the risk that the value f their underlying real estate may g dwn. Many factrs may affect real estate values, including the general and lcal ecnmies, the amunt f new cnstructin in a particular area, the laws and regulatins (including zning and tax laws) affecting real estate, and the csts f wning, maintaining and imprving real estate. The availability f mrtgages and changes in interest rates may als affect real estate values. REITs are als subject t heavy cash flw dependency, defaults by brrwers, and self-liquidatin. Sectr Risk. T the extent the Fund invests mre heavily in particular sectrs f the ecnmy, its perfrmance will be especially sensitive t develpments that significantly affect thse sectrs. Shares May Trade at Prices Other Than NAV. As with all ETFs, Shares may be bught and sld in the secndary market at market prices. Althugh it is expected that the market price f Shares will apprximate the Fund s NAV, there may be times when the market price f Shares is mre than the NAV intra-day (premium) r less than the NAV intra-day (discunt) due t supply and demand f Shares r during perids f market vlatility. This risk is heightened in times f market vlatility, perids f steep market declines, and perids when there is limited trading activity fr Shares in the secndary market, in which case such premiums r discunts may be significant. Because securities held by the Fund trade n freign exchanges that are clsed when the Fund s primary listing exchange is pen, the Fund is likely t experience premiums and discunts greater than thse f dmestic ETFs. Small-Capitalizatin Cmpanies Risk. The Fund invests in the securities f small-capitalizatin cmpanies. As a result, the Fund may be mre vlatile than funds that invest in larger, mre established cmpanies. The securities f small-capitalizatin cmpanies generally trade in lwer vlumes and are subject t greater and mre unpredictable price changes than larger capitalizatin stcks r the stck market as a whle. Small-capitalizatin cmpanies may be particularly sensitive t changes in interest rates, gvernment regulatin, brrwing csts and earnings. Value-Style Investing Risk. The value investing style may ver time g in and ut f favr. At times when the value investing style is ut f favr, the Fund may underperfrm ther funds that use different investing styles. Perfrmance Perfrmance infrmatin fr the Internatinal Fund is nt included because the Fund did nt have a full calendar year f perfrmance prir t the date f this Prspectus. In the future, perfrmance infrmatin fr the Fund will be presented in this sectin. Updated perfrmance infrmatin is available n the Fund s website at Management Investment Adviser Investment Sub-Adviser Prtfli Managers Aptus Capital Advisrs, LLC (the Adviser ) Opus Capital Grup, LLC, ding business as Opus Capital Management ( Opus r the Sub-Adviser ) Len Haussler, Opus Funder and Prtfli Manager, and Adam Eaglestn, Opus Principal and Prtfli Manager, have been prtfli managers f the Fund since its inceptin in Purchase and Sale f Shares Shares are listed n a natinal securities exchange, such as the Exchange, and mst investrs will buy and sell Shares thrugh brkers at market prices, rather than NAV. Because Shares trade at market prices rather than NAV, Shares may trade at a price greater than NAV (premium) r less than NAV (discunt). The Fund issues and redeems Shares at NAV nly in large blcks knwn as Creatin Units, which nly Authrized Participants ( APs ) (typically, brker-dealers) may purchase r redeem. Creatin Units generally cnsist f 25,000 Shares, thugh this may change frm time t time. The Fund generally issues and redeems Creatin Units in exchange fr a prtfli f securities clsely apprximating the hldings f the Fund (the Depsit Securities ) and/r a designated amunt f U.S. cash. Tax Infrmatin Fund distributins are generally taxable as rdinary incme, qualified dividend incme, r capital gains (r a cmbinatin), unless yur investment is in an individual retirement accunt ( IRA ) r ther tax-advantaged accunt. Distributins n investments made thrugh tax-deferred arrangements may be taxed later upn withdrawal f assets frm thse accunts. Financial Intermediary Cmpensatin If yu purchase Shares thrugh a brker-dealer r ther financial intermediary (such as a bank) (an Intermediary ), the Adviser, Opus r any f their affiliates may pay Intermediaries fr certain activities related t the Fund, including participatin in activities that are designed t make Intermediaries mre knwledgeable abut exchange traded prducts, including the Fund, r fr ther activities, such 8

10 as marketing, educatinal training r ther initiatives related t the sale r prmtin f Shares. These payments may create a cnflict f interest by influencing the Intermediary and yur salespersn t recmmend the Fund ver anther investment. Any such arrangements d nt result in increased Fund expenses. Ask yur salespersn r visit the Intermediary s website fr mre infrmatin. ADDITIONAL INFORMATION ABOUT THE FUNDS Investment Objectives Each Fund s investment bjective has been adpted as a nn-fundamental investment plicy and may be changed withut sharehlder apprval upn written ntice t sharehlders. Additinally, each Fund will prvide at least 60 days prir written ntice t sharehlders f a change in the applicable Fund s plicy f investing at least 80% f its net assets (plus any brrwings fr investment purpses) in the type f investments suggested by the Fund s name. Principal Investment Strategies Investment Prcess fr the Funds The Funds prtfli managers lead a team cnstantly engaged in investment idea generatin. The team identifies cmpanies with the characteristics they seek using a variety f surces, including factr-based analysis, research n cmpetitrs/suppliers, industry cnferences, and cnversatins with cmpany management. While Opus investment apprach is rted in fundamental research, and accrdingly is bttm-up, the team maintains an awareness f the impact f tp-dwn factrs (e.g., interest rates) and their effect n a given cmpany, including any effect n the valuatin f a cmpany. The prtfli managers apprach seeks t assess each cmpany s ability t generate grwth in sales, earnings, cash flws, and dividends, as well as the sustainability f its business mdel and ptential risks. After the research prcess cncludes, prtfli managers engage in detailed and cllegial discussins, ranking each name being cnsidered fr purchase, then stating if they are a buy r n buy, which helps frm final cnsensus-based decisins. Cncurrent with buy decisins, sales are evaluated and ranked in a similar fashin. Opus cntinuusly mnitrs prtfli hldings fr relevant data that affects the firm s evaluatin f a given hlding, and will sell thse hldings when the risk/return prfile is n lnger favrable. Prtfli Cnstructin f the Value Fund Prtfli manager cllabratin leads t the cnstructin f a diversified lng-nly prtfli f psitins that manages risk at multiple levels fr the Value Fund. The Sub-Adviser anticipates turnver f apprximately 50% under nrmal market cnditins. The Fund may have weightings that are significantly different frm thse f the Fund s primary benchmark, the Russell 2000 Value Index, as the Fund s sectr allcatins at the time f investment may fluctuate frm 0% t the greater f (i) 35% r (ii) the weight f such sectr in the Fund s benchmark index. Individual securities are limited at the time f investment t n mre than a 3% weighting. Investments in ther ETFs that have a plicy f investing, under nrmal circumstances, at least 80% f their net assets, plus brrwings fr investment purpses, in small-capitalizatin securities will cunt twards the Fund s 80% plicy. Prtfli Cnstructin f the Internatinal Fund Prtfli manager cllabratin leads t the cnstructin f a diversified lng-nly prtfli f psitins that manages risk at multiple levels thrugh limits n regin, cuntry, sectr, and psitin sizes. The Fund may have weightings that are significantly different frm thse f the Fund s primary benchmark, the MSCI ACWI ex USA Small Cap Index, as the Fund s regin, cuntry, and sectr allcatins at the time f investment may fluctuate frm 0% t the greater f (i) 35% r (ii) the weight f such regin, cuntry, r sectr in the Fund s benchmark index plus 15%. Individual securities are limited at the time f investment t n mre than an 8% weighting. Investments in ther ETFs that have a plicy f investing, under nrmal circumstances, at least 80% f their net assets, plus brrwings fr investment purpses, in small- r mid-capitalizatin securities will cunt twards the Fund s 80% plicy. Temprary Defensive Psitins T respnd t adverse market, ecnmic, plitical, r ther cnditins, each Fund may invest up t 100% f its assets in a temprary defensive manner by hlding all r a substantial prtin f its assets in cash, cash equivalents, r ther high quality shrt-term investments. Temprary defensive investments generally may include shrt-term U.S. gvernment securities, cmmercial paper, bank bligatins, repurchase agreements, mney market fund shares, and ther mney market instruments. The Adviser als may invest in these types f securities r hld cash while lking fr suitable investment pprtunities r t maintain liquidity. In these circumstances, a Fund may be unable t achieve its investment bjective. 9

11 Principal Investment Risks The fllwing infrmatin is in additin t, and shuld be read alng with, the descriptin f the Funds principal investment risks in the sectins titled Fund Summary Principal Investment Risks abve. Each risk applies t each Fund. Equity Market Risk. Cmmn stcks are susceptible t general stck market fluctuatins and t vlatile increases and decreases in value as market cnfidence in and perceptins f their issuers change. These investr perceptins are based n varius and unpredictable factrs including: expectatins regarding gvernment, ecnmic, mnetary and fiscal plicies; inflatin and interest rates; ecnmic expansin r cntractin; and glbal r reginal plitical, ecnmic, and banking crises. If yu held cmmn stck, r cmmn stck equivalents, f any given issuer, yu wuld generally be expsed t greater risk than if yu held preferred stcks and debt bligatins f the issuer because cmmn stckhlders, r hlders f equivalent interests, generally have inferir rights t receive payments frm issuers in cmparisn with the rights f preferred stckhlders, bndhlders, and ther creditrs f such issuers. ETF Risks. Authrized Participants, Market Makers, and Liquidity Prviders Cncentratin Risk. The Fund has a limited number f financial institutins that may act as APs. In additin, there may be a limited number f market makers and/r liquidity prviders in the marketplace. T the extent either f the fllwing events ccur, Shares may trade at a material discunt t NAV and pssibly face delisting: (i) APs exit the business r therwise becme unable t prcess creatin and/r redemptin rders and n ther APs step frward t perfrm these services, r (ii) market makers and/r liquidity prviders exit the business r significantly reduce their business activities and n ther entities step frward t perfrm their functins. Csts f Buying r Selling Shares. Investrs buying r selling Shares in the secndary market will pay brkerage cmmissins r ther charges impsed by brkers, as determined by that brker. Brkerage cmmissins are ften a fixed amunt and may be a significant prprtinal cst fr investrs seeking t buy r sell relatively small amunts f Shares. In additin, secndary market investrs will als incur the cst f the difference between the price at which an investr is willing t buy Shares (the bid price) and the price at which an investr is willing t sell Shares (the ask price). This difference in bid and ask prices is ften referred t as the spread r bid/ask spread. The bid/ask spread varies ver time fr Shares based n trading vlume and market liquidity, and is generally lwer if Shares have mre trading vlume and market liquidity and higher if Shares have little trading vlume and market liquidity. Further, a relatively small investr base in the Fund, asset swings in the Fund and/r increased market vlatility may cause increased bid/ask spreads. Due t the csts f buying r selling Shares, including bid/ask spreads, frequent trading f Shares may significantly reduce investment results and an investment in Shares may nt be advisable fr investrs wh anticipate regularly making small investments. Trading. Althugh Shares are listed fr trading n the Exchange and may be listed r traded n U.S. and nn-u.s. stck exchanges ther than the Exchange, there can be n assurance that an active trading market fr such Shares will develp r be maintained. Trading in Shares may be halted due t market cnditins r fr reasns that, in the view f the Exchange, make trading in Shares inadvisable. In additin, trading in Shares n the Exchange is subject t trading halts caused by extrardinary market vlatility pursuant t Exchange circuit breaker rules, which temprarily halt trading n the Exchange when a decline in the S&P 500 Index during a single day reaches certain threshlds (e.g., 7%, 13%, and 20%). Additinal rules applicable t the Exchange may halt trading in Shares when extrardinary vlatility causes sudden, significant swings in the market price f Shares. There can be n assurance that Shares will trade with any vlume, r at all, n any stck exchange. In stressed market cnditins, the liquidity f Shares may begin t mirrr the liquidity f the Fund s underlying prtfli hldings, which can be significantly less liquid than Shares. Management Risk. Each Fund is actively-managed and may nt meet its investment bjective based n the Adviser s and/r Sub-Adviser s success r failure t implement investment strategies fr such Fund. New Fund Risk. The Funds are recently rganized management investment cmpanies with n perating histry. As a result, prspective investrs have n track recrd r histry n which t base their investment decisin. REIT Investment Risk. Investments in REITs invlve unique risks. REITs may have limited financial resurces, may trade less frequently and in limited vlume, and may be mre vlatile than ther securities. In additin, t the extent a Fund hlds interests in REITs, it is expected that investrs in such Fund will bear tw layers f asset-based management fees and expenses (directly at the Fund level and indirectly at the REIT level). The risks f investing in REITs include certain risks assciated with the direct wnership f real estate and the real estate industry in general. These include risks related t general, reginal and lcal ecnmic cnditins; fluctuatins in interest rates and prperty tax rates; shifts in zning laws, envirnmental regulatins and ther gvernmental actin such as the exercise f eminent dmain; cash flw dependency; increased perating expenses; lack f availability f mrtgage funds; lsses due t natural disasters; verbuilding; lsses due t casualty r cndemnatin; changes in prperty values and rental rates; and ther factrs. In additin t these risks, residential/diversified REITs and cmmercial equity REITs may be affected by changes in the value f the underlying prperty wned by the trusts, while mrtgage REITs may be affected by the quality f any credit extended. Further, REITs are dependent upn management skills and generally may nt be diversified. REITs are als subject t heavy cash flw dependency, defaults by brrwers and self-liquidatin. In additin, REITs culd pssibly fail t qualify fr the beneficial 10

12 tax treatment available t REITs under the Internal Revenue Cde f 1986 (the Cde ), r t maintain their exemptins frm registratin under the 1940 Act. The Funds expect that dividends received frm a REIT and distributed t Fund sharehlders generally will be taxable t the sharehlder as rdinary incme. The abve factrs may als adversely affect a brrwer s r a lessee s ability t meet its bligatins t the REIT. In the event f a default by a brrwer r lessee, the REIT may experience delays in enfrcing its rights as a mrtgagee r lessr and may incur substantial csts assciated with prtecting investments. Sectr Risk. Each Fund s investing apprach may result in an emphasis n certain sectrs, industries, r sub-sectrs f the market at any given time. T the extent a Fund invests mre heavily in ne sectr, industry, r sub-sectr f the market, it thereby presents a mre cncentrated risk and its perfrmance will be especially sensitive t develpments that significantly affect thse sectrs, industries, r sub-sectrs. In additin, the value f a Fund s Shares may change at different rates cmpared t the value f shares f a fund with investments in a mre diversified mix f sectrs and industries. An individual sectr, industry, r sub-sectr f the market may have abve-average perfrmance during particular perids, but may als mve up and dwn mre than the brader market. The several industries that cnstitute a sectr may all react in the same way t ecnmic, plitical, r regulatry events. Each Fund s perfrmance culd als be affected if the sectrs, industries, r sub-sectrs d nt perfrm as expected. Alternatively, the lack f expsure t ne r mre sectrs r industries may adversely affect perfrmance. Shares May Trade at Prices Other Than NAV. As with all ETFs, Shares may be bught and sld in the secndary market at market prices. Althugh it is expected that the market price f the Shares will apprximate a Fund s NAV, there may be times when the market price and the NAV vary significantly, including due t supply and demand f the Fund s Shares and/r during perids f market vlatility. Thus, yu may pay mre (r less) than NAV intra-day when yu buy Shares in the secndary market, and yu may receive mre (r less) than NAV when yu sell thse Shares in the secndary market. This risk is heightened in times f market vlatility, perids f steep market declines, and perids when there is limited trading activity fr Shares in the secndary market, in which case such premiums r discunts may be significant. Because securities held by the Internatinal Fund may trade n freign exchanges that are clsed when the Fund s primary listing exchange is pen, there are likely t be deviatins between the current price f a security and the security s last quted price frm the clsed freign market. This may result in premiums and discunts that are greater than thse experienced by dmestic ETFs. Small-Capitalizatin Cmpanies Risk. The securities f small-capitalizatin cmpanies may be mre vulnerable t adverse issuer, market, plitical, r ecnmic develpments than securities f larger-capitalizatin cmpanies. The securities f smallcapitalizatin cmpanies generally trade in lwer vlumes and are subject t greater and mre unpredictable price changes than larger capitalizatin stcks r the stck market as a whle. Sme small-capitalizatin cmpanies have limited prduct lines, markets, and financial and managerial resurces and tend t cncentrate n fewer gegraphical markets relative t largercapitalizatin cmpanies. There is typically less publicly available infrmatin cncerning smaller-capitalizatin cmpanies than fr larger, mre established cmpanies. Small-capitalizatin cmpanies als may be particularly sensitive t changes in interest rates, gvernment regulatin, brrwing csts and earnings. Value Style Investing Risk. Certain equity securities (generally referred t as value securities) are purchased primarily because they are selling at prices belw what the Sub-Adviser believes t be their fundamental value and nt necessarily because the issuing cmpanies are expected t experience significant earnings grwth. Each Fund bears the risk that the cmpanies that issued these securities may nt vercme the adverse business develpments r ther factrs causing their securities t be perceived by the Sub-Adviser t be underpriced r that the market may never cme t recgnize their fundamental value. A value stck may nt increase in price, as anticipated by the Adviser investing in such securities, if ther investrs fail t recgnize the cmpany s value and bid up the price r invest in markets favring faster grwing cmpanies. A Fund s strategy f investing in value stcks als carries the risk that in certain markets value stcks will under-perfrm grwth stcks. Additinal Principal Risks f Investing in the Internatinal Fund Currency Exchange Rate Risk. Changes in currency exchange rates and the relative value f nn-u.s. currencies will affect the value f the Internatinal Fund s investments with underlying freign shares and the value f yur Shares. Because the Fund s NAV is determined n the basis f U.S. dllars, the U.S. dllar value f yur investment in the Fund may g dwn if the value f the lcal currency f the nn-u.s. markets in which the Fund invests depreciates against the U.S. dllar. This is true even if the lcal currency value f securities held by the Fund ges up. Cnversely, the dllar value f yur investment in the Fund may g up if the value f the lcal currency appreciates against the U.S. dllar. The value f the U.S. dllar measured against ther currencies is influenced by a variety f factrs. These factrs include: natinal debt levels and trade deficits, changes in balances f payments and trade, dmestic and freign interest and inflatin rates, glbal r reginal plitical, ecnmic r financial events, mnetary plicies f gvernments, actual r ptential gvernment interventin, and glbal energy prices. Plitical instability, the pssibility f gvernment interventin and restrictive r paque business and investment plicies may als reduce the value f a cuntry s currency. Gvernment mnetary plicies and the buying r selling f currency by a cuntry s gvernment may als influence exchange rates. Currency exchange rates can be very vlatile and can change quickly and unpredictably. As a result, the value f an investment in the Fund may change quickly and withut warning, and yu may lse mney. Emerging and Frntier Markets Risk. The Internatinal Fund may invest in cmpanies rganized in emerging and frntier market natins. Investments in securities and instruments traded in such develping markets, r that prvide expsure t such securities r markets, can invlve additinal risks relating t plitical, ecnmic, r regulatry cnditins nt assciated with 11

13 investments in U.S. securities and instruments. Fr example, develping markets may be subject t (i) greater market vlatility, (ii) lwer trading vlume and liquidity, (iii) greater scial, plitical and ecnmic uncertainty, (iv) gvernmental cntrls n freign investments and limitatins n repatriatin f invested capital, (v) lwer disclsure, crprate gvernance, auditing and financial reprting standards, (vi) fewer prtectins f prperty rights, (vii) restrictins n the transfer f securities r currency, and (viii) settlement and trading practices that differ frm thse in U.S. markets. Each f these factrs may impact the ability f the Fund t buy, sell r therwise transfer securities, adversely affect the trading market and price fr the Fund s shares and cause the Fund t decline in value. Cuntries in develping markets may be dependent n cmmdities, freign trade, r freign aid. The ecnmies f such cuntries are less crrelated t glbal ecnmic cycles than thse f their mre develped cunterparts and their markets have lwer trading vlumes and the greater ptential fr extreme price vlatility and illiquidity. This vlatility may be further heightened by the actins f a few majr investrs. Fr example, a substantial increase r decrease in cash flws f investment cmpanies investing in these markets culd significantly affect lcal stck prices and, therefre, the value f Shares. Capital Cntrls and Sanctins Risk. Ecnmic cnditins, such as vlatile currency exchange rates and interest rates, plitical events, military actin and ther cnditins may, withut prir warning, lead t gvernment interventin (including interventin by the U.S. gvernment with respect t freign gvernments, ecnmic sectrs, freign cmpanies and related securities and interests) and the impsitin f capital cntrls and/r sanctins, which may als include retaliatry actins f ne gvernment against anther gvernment, such as seizure f assets. Capital cntrls and/r sanctins include the prhibitin f, r restrictins n, the ability t transfer currency, securities r ther assets. Levies may be placed n prfits repatriated by freign entities. Capital cntrls and/r sanctins may als impact the ability f the Fund t buy, sell r therwise transfer securities r currency, negatively impact the value and/r liquidity f such instruments, adversely affect the trading market and price fr shares f the Fund, and cause the Fund t decline in value. Geplitical Risk. Sme cuntries and regins in which the Fund invests have experienced security cncerns, war r threats f war and aggressin, terrrism, ecnmic uncertainty, natural and envirnmental disasters and/r systemic market dislcatins that have led, and in the future may lead, t increased shrt-term market vlatility and may have adverse lngterm effects n the U.S. and wrld ecnmies and markets generally. Such geplitical and ther events may als disrupt securities markets and, during such market disruptins, the Fund s expsure t the ther risks described herein, will likely increase. Each f the freging may negatively impact the Fund s investments. Freign Securities Risk. The Internatinal Fund invests primarily in freign securities. Investments in freign securities invlve certain risks that may nt be present with investments in U.S. securities. Fr example, investments in freign securities may be subject t risk f lss due t freign currency fluctuatins r t plitical r ecnmic instability. There may be less infrmatin publicly available abut a freign issuer than a U.S. issuer. Freign issuers may be subject t different accunting, auditing, financial reprting, and investr prtectin standards than U.S. issuers. Investments in freign securities may be subject t withhlding r ther taxes and may be subject t additinal trading, settlement, custdial, and peratinal risks. With respect t certain cuntries, there is the pssibility f gvernment interventin and exprpriatin r natinalizatin f assets. Because legal systems differ, there is als the pssibility that it will be difficult t btain r enfrce legal judgments in certain cuntries. Since freign exchanges may be pen n days when a Fund des nt price its shares, the value f the securities in the prtfli may change n days when sharehlders will nt be able t purchase r sell the Fund s shares. Cnversely, the Fund s shares may trade n days when freign exchanges are clsed. Each f these factrs can make investments in the Fund mre vlatile and ptentially less liquid than ther types f investments. Gegraphic Investment Risk. T the extent that the Fund invests a significant prtin f its assets in the securities f cmpanies f a single cuntry r regin, it is mre likely t be impacted by events r cnditins affecting that cuntry r regin. Fr example, plitical and ecnmic cnditins and changes in regulatry, tax, r ecnmic plicy in a cuntry culd significantly affect the market in that cuntry and in surrunding r related cuntries and have a negative impact n the Fund s perfrmance. Currency develpments r restrictins, plitical and scial instability, and changing ecnmic cnditins have resulted in significant market vlatility. Risks f Investing in China The Chinese ecnmy is subject t a cnsiderable degree f ecnmic, plitical and scial instability: Plitical and Scial Risk: The Chinese gvernment is authritarian and has peridically used frce t suppress civil dissent. Disparities f wealth and the pace f ecnmic liberalizatin may lead t scial turmil, vilence and labr unrest. In additin, China cntinues t experience disagreements related t integratin with Hng Kng and religius and natinalist disputes in Tibet and Xinjiang. There is als a greater risk in China than in many ther cuntries f currency fluctuatins, currency cnvertibility, interest rate fluctuatins and higher rates f inflatin as a result f internal scial unrest r cnflicts with ther cuntries. Unanticipated plitical r scial develpments may result in sudden and significant investment lsses. China s grwing incme inequality and wrsening envirnmental cnditins als are factrs that may affect the Chinese ecnmy. Gvernment Cntrl and Regulatins: The Chinese gvernment has implemented significant ecnmic refrms in rder t liberalize trade plicy, prmte freign investment in the ecnmy, reduce gvernment cntrl f the ecnmy and develp market mechanisms. There can be n assurance these refrms will cntinue r that they will 12