As
filed with the Securities and Exchange Commission on October 19, 2022
Securities
Act Registration No. 333-206491
Investment
Company Act Reg. No. 811-23089
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
N-1A
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933 |
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Pre-Effective
Amendment No. |
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Post-Effective
Amendment No. 47 |
☐ |
and/or |
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REGISTRATION
STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |
☒ |
|
Amendment
No. 52 |
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(Check
appropriate box or boxes.)
IDX
Funds
(Exact
Name of Registrant as Specified in Charter)
2201
E. Camelback Road, Suite 605
Phoenix,
AZ 85016
(Address
of Principal Executive Offices) (Zip Code)
Registrant's
Telephone Number, including Area Code: (877) 244-6235
The
Corporation Trust Company
Corporation
Trust Center
1209
Orange Street
Wilmington,
Delaware 19801
(Name
and Address of Agent for Service)
Bo J. Howell
FinTech Law, LLC
6224 Turpin Hills Dr.
Cincinnati, OH 45244
Approximate
Date of Proposed Public Offering: As soon as practicable after this Registration Statement becomes effective.
It
is proposed that this filing will become effective (check appropriate box)
☒
|
immediately
upon filing pursuant to paragraph (b) |
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on
__ pursuant to paragraph (b) |
☐ |
60
days after filing pursuant to paragraph (a)(1) |
☐ |
on
(date) pursuant to paragraph (a)(1) |
☐ |
75
days after filing pursuant to paragraph (a)(2) |
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on
(date) pursuant to paragraph (a)(2) of rule 485 |
If
appropriate, check the following box:
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This post-effective amendment
designates a new effective date for a previously filed post-effective amendment. |
IDX Risk-Managed Bitcoin Strategy Fund
Investor Class Shares (Ticker Symbol: BTCDX)
Institutional Class Shares (Ticker Symbol: BTIDX)
IDX Commodity Opportunities Fund
Investor Class Shares (Ticker Symbol: CFIDX)
Institutional Class Shares (Ticker Symbol: COIDX)
series of
IDX Funds
2201 E. Camelback Road, Suite 605
Phoenix, AZ 85016
PROSPECTUS
October 19, 2022
These securities have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission nor has the Securities and Exchange Commission or any state securities commission passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
Prospectus | October 19, 2022
2(216) 329-4271 | www.idx-funds.com
IDX Risk-Managed Bitcoin Strategy Fund
SUMMARY OF IDX RISK-MANAGED BITCOIN STRATEGY FUND
Investment Objective.
The IDX Risk-Managed Bitcoin Strategy Fund (the “Fund”) seeks long-term capital appreciation. There can be no assurance that the Fund will achieve its investment objective.
Fees and Expenses of the Fund.
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.
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1
|
|
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Investor Class shares1
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Institutional Class shares
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Shareholder Fees (fees paid directly from your investment)
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None
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None
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Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) |
|
1 |
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Management Fees
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1.99%
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1.99%
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Distribution and Service (12b-1) Fees
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0.25%
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None
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Shareholder Service Fees(2)
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0.15%
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0.15%
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Other Expenses
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0.50%
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0.50%
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Total Annual Fund Operating Expenses
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2.89%
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2.64%
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Example.
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all your shares at the end of those periods. The expense example also assumes that your investment has a 5% return each year and the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your cost would be:
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Period Invested
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1 Year
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3 Years
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Investor Class
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$289
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$885
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Institutional Class
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$264
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$811
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Portfolio Turnover.
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 231.71% of the average value of its portfolio.
Prospectus | October 19, 20223
Principal Investment Strategy of the Fund
The Fund seeks long-term capital appreciation. The Fund pursues its investment strategy through actively managed exposure to bitcoin futures contracts. The Fund does not invest in bitcoin or other digital assets directly, or in the Grayscale® Bitcoin Trust or any other OTC Trusts. Additionally, the Fund does not invest in, or seek exposure to, the current “spot” or cash price of bitcoin. Investors seeking direct exposure to the price of bitcoin should consider an investment other than the Fund.
Bitcoin is a digital asset, sometimes referred to as a digital currency or “cryptocurrency.” The ownership and operation of bitcoin is determined by participants in an online, peer-to-peer network. The network connects computers that run publicly accessible, or “open source,” software that follows the rules and procedures governing the Bitcoin Network. This is commonly referred to as the Bitcoin Protocol (and is described in more detail in the section entitled “The Bitcoin Protocol” in the Fund’s Prospectus). The value of bitcoin is not backed by any government, corporation, or other identified body. Instead, its value is determined in part by the supply and demand in markets created to facilitate trading of bitcoin.
Futures contracts are financial contracts the value of which depends on, or is derived from, the underlying reference asset. In the case of bitcoin futures contracts, the underlying reference asset is bitcoin. Futures contracts may be physically-settled or cash-settled. The Fund currently invests only in cash-settled bitcoin futures contracts traded on the Chicago Mercantile Exchange (“CME”). The value of bitcoin futures contracts is determined by reference to the CME CF Bitcoin Reference Rate (“BBR”), which provides an indication of the price of bitcoin across certain cash bitcoin exchanges. The Fund seeks to invest in front and near-month bitcoin futures. The Fund does not expect to hold any futures contracts with longer than 90 days to maturity. A high degree of leverage is typical of a futures trading account. As a result, a relatively small price movement in a futures contract may result in substantial losses to the Fund, exceeding the amount of the margin paid.
Over time, the Fund seeks to capture most of the upside participation in bitcoin futures while limiting the downside by managing its bitcoin futures exposure to between 25% and 100% of the Fund’s net assets, depending on the market conditions. While investments in bitcoin futures is a form of leverage, the Fund will not have bitcoin futures exposure greater than 100% of its net assets. Under normal market conditions, the Fund expects to maintain bitcoin futures exposure of between 50% and 100%. During stressed or abnormal market conditions, including periods when IDX Advisors (the “Adviser”) believes it is prudent to take a temporary defensive position, the Fund will reduce its bitcoin futures exposure significantly, but in no situation will it be less than 25% of the Fund’s net assets. The Fund defines stressed or abnormal market conditions as a significant drop in the price of bitcoin or bitcoin futures over a short trading period.
The Fund will gain exposure to bitcoin by investing a portion of its assets in a wholly-owned subsidiary organized under the laws of the Cayman Islands and managed by the Adviser. The Fund generally expects to invest approximately 25% of its total assets in this subsidiary, but it may exceed this amount if the Adviser believes doing so is in the best interest of the Fund, such as to help the Fund achieve its investment objective or manage its tax efficiency. Exceeding this amount may have tax consequences, see the section entitled “Tax Risk” in the Fund’s Prospectus for more information. References to investments by the Fund should be read to mean investments by either the Fund or the subsidiary. Because the subsidiary invests in bitcoin futures, which are considered a form of leverage, the Fund’s exposure to bitcoin price volatility exceeds the 25% of the Fund’s assets allocated to the subsidiary.
4(216) 329-4271 | www.idx-funds.com
IDX Risk-Managed Bitcoin Strategy Fund
In addition to bitcoin futures contracts, the Fund may invest in exchange-traded funds (“ETFs”), including Canadian ETFs, in limited circumstances, for example to manage inflows and outflows or respond to unusual market conditions (“bitcoin-related investments”). Except for the Fund’s subsidiary, the Fund will limit investments in other bitcoin-related investments to 10% or less of the Fund’s assets. The shares of these ETFs will have direct or indirect exposure to bitcoin. The Fund expects to have significant holdings of cash and U.S. government securities, money market funds, repurchase agreements, and investment grade fixed-income securities (the “Cash and Fixed Income Investments”). The Fund does not target a specific maturity but will generally have an average portfolio duration of one year or less. Each debt security held by the fund must be high quality at the time of purchase, which is defined as being rated no lower than the A category by Standard & Poor’s Ratings Group, Moody’s Investors Service, or Fitch Ratings, Inc. The Cash and Fixed Income Investments are intended to provide liquidity, to serve as collateral for the Fund’s futures contracts and to support its use of leverage.
The Adviser uses a proprietary quantitative model that statistically gauges the strength of price trends in bitcoin. The model uses publicly available daily price information to systematically allocate Fund assets to bitcoin futures contracts according to a pre-defined ruleset. Specifically, the model measures price behavior of bitcoin over multiple periods to determine three expected risk/return environments: unfavorable, favorable, and very favorable. Based on these environments, the Adviser will adjust the Fund’s bitcoin futures exposure from 25% to 100% of the Fund’s net assets.
The Fund generally does not intend to close out, sell, or redeem its futures contracts except (i) to meet redemptions or (ii) when a bitcoin futures contract is nearing expiration, at which point the Fund will generally sell it and use the proceeds to buy a bitcoin futures contract with a later expiration date to maintain its bitcoin futures exposure. This is commonly referred to as “rolling.” Currently, most of the open interest in CME bitcoin futures is in front-month contracts (i.e., contracts that expire in 30 days); therefore, the Fund expects to mostly invest in such contracts over the foreseeable future. Over time, as the CME bitcoin futures market expands, the Fund will use a multi-day, laddered roll process. Because of this rolling, the Fund engages in very frequent trading to achieve its investment objective, which will result in portfolio turnover greater than 100%.
As part of its risk-managed approach to bitcoin exposure, the Adviser actively manages the Fund’s exposure and limits exposure during unfavorable market conditions, which includes limiting rolls into potentially unfavorable periods. During stressed or abnormal market conditions, including periods when the Adviser believes it is prudent to take a temporary defensive position, the Fund will reduce its bitcoin futures exposure significantly, but in no situation will the Fund’s exposure be less than 25% of the Fund’s net assets.
Principal Risks of Investing in the Fund.
An investment in the Fund is subject to investment risks, including the possible loss of some or all the principal amount invested. There can be no assurance that the Fund will be successful in meeting its investment objective.
Bitcoin and bitcoin futures contracts are a relatively new asset class and are subject to unique and substantial risks, including the risk that the value of the Fund’s investments could decline rapidly, including to zero. Bitcoin and bitcoin futures contracts have historically been more volatile than traditional asset classes. You should be prepared to lose your entire investment.
Prospectus | October 19, 20225
Generally, the Fund will be subject to the following additional risks:
Bitcoin Risk – Bitcoin is a relatively new financial innovation and the market for bitcoin is subject to rapid price swings, changes, and uncertainty. The further development of the Bitcoin Network and the acceptance and use of bitcoin are subject to a variety of factors that are difficult to evaluate. The slowing, stopping, or reversing of the development of the Bitcoin Network or the acceptance of bitcoin may adversely affect the price of bitcoin. Bitcoin is subject to the risk of fraud, theft, manipulation, or security failures, operational or other problems that impact bitcoin trading venues. Unlike the exchanges for more traditional assets, such as equity securities and futures contracts, bitcoin and bitcoin trading venues are largely unregulated. As a result of the lack of regulation, individuals or groups may engage in fraud or market manipulation and investors may be more exposed to the risk of theft, fraud, and market manipulation than when investing in more traditional asset classes. Legal or regulatory changes may negatively impact the operation of the Bitcoin Network or restrict the use of bitcoin. The realization of any of these risks could result in a decline in the acceptance of bitcoin and consequently a reduction in the value of bitcoin, bitcoin futures, and the Fund.
Bitcoin Futures Risk – The market for bitcoin futures may be less developed, and potentially less liquid and more volatile, than more established futures markets. While the bitcoin futures market has grown substantially since bitcoin futures commenced trading, there can be no assurance that this growth will continue. Bitcoin futures are subject to collateral requirements and daily limits that may limit the Fund’s ability to achieve the desired exposure. Further, unlike the Fund’s shares or CME bitcoin futures, the trading market for bitcoin is global and always open. There’s risk that the CME bitcoin futures price may not reflect changes to the spot price of bitcoin while the CME is closed. If the Fund is unable to meet its investment objective, the Fund’s returns may be lower than expected. Additionally, these collateral requirements may require the Fund to liquidate its position when it otherwise would not do so.
•Liquidity Risk — The market for the bitcoin futures contracts is still developing and may be subject to periods of illiquidity. During such times it may be difficult or impossible to buy or sell a position at the desired price. Market disruptions or volatility can also make it difficult to find a counterparty willing to transact at a reasonable price and sufficient size. Illiquid markets may cause losses, which could be significant. The large size of the positions which the Fund may acquire increases the risk of illiquidity, may make its positions more difficult to liquidate, and increase the losses incurred while trying to do so.
•Future Market Capacity Risk – If the Fund’s ability to obtain exposure to bitcoin futures contracts consistent with its investment objective is disrupted for any reason including, limited liquidity in the bitcoin futures market, a disruption to the bitcoin futures market, or as a result of margin requirements or position limits imposed by the Fund’s futures commission merchants (“FCMs”), the CME, or the CFTC, the Fund would not be able to achieve its investment objective and may experience significant losses.
•Cost of Futures Investment Risk – When a bitcoin futures contract is nearing expiration, the Fund will generally sell it and use the proceeds to buy a bitcoin futures contract with a later expiration date. This is commonly referred to as “rolling.” The costs associated with rolling bitcoin futures typically are substantially higher than the costs associated with other futures contracts and may have a significant adverse impact on the performance of the Fund. The costs associated with rolling bitcoin futures typically are substantially higher than the costs associated with other futures contracts and may have a significant adverse impact on the performance of the Fund
6(216) 329-4271 | www.idx-funds.com
IDX Risk-Managed Bitcoin Strategy Fund
Investment Strategy Risk – The Fund actively invests in bitcoin futures contracts and other instruments that provide exposure to bitcoin futures. The Fund does not invest directly in or hold bitcoin. The price of bitcoin futures contracts should be expected to differ from the current cash price of bitcoin, which is sometimes referred to as the “spot” price of bitcoin. Consequently, the performance of the Fund should be expected to perform differently from the spot price of bitcoin. These differences could be significant.
•Model and Data Risk – Given the complexity of the strategies of the Fund, the Adviser relies heavily on quantitative models and information and data both proprietary as well as supplied by third parties (“Models and Data”). Models and Data are used to rank investments and provide risk management insights. The use of predictive models has inherent risks. Because predictive models are generally constructed based on historical data supplied by third parties, the success of relying on such models may depend heavily on the accuracy and reliability of the supplied historical data. In addition, there is an inherent risk that the quantitative models used by the adviser will not be successful in forecasting movements in industries, sectors, or companies or in determining the weighting of investment positions that will enable the Fund to achieve its investment objective.
•Subsidiary Risk – By investing in the Subsidiary, the Fund is indirectly exposed to the risks associated with the Subsidiary’s investments. Although the Subsidiary is not registered under the Investment Company Act of 1940, as amended (the “1940 Act”), it will provide investors with the same 1940 Act protections provided by the Fund.
•Investment Capacity Risk – If the CME bitcoin futures market was unable to handle demand from the Fund and other market participants, the Adviser, in its sole discretion and without prior notice, could limit or reject purchases of Fund shares. This is often referred to as “closing” the Fund. The Adviser could re-open the Fund in its sole discretion and without prior notice.
Market and Volatility Risk – The prices of bitcoin and bitcoin futures contracts have historically been highly volatile. The value of the Fund’s investments in bitcoin futures contracts and other instruments that provide exposure to bitcoin and bitcoin futures could decline significantly and without warning, including to zero. If you are not prepared to accept significant and unexpected changes in the value of the Fund and the possibility that you could lose your entire investment in the Fund you should not invest in the Fund.
ETF Risk – The Fund may invest in ETFs as part of its principal investment strategies. ETFs are subject to investment advisory and other expenses, which will be indirectly paid by a Fund. As a result, your cost of investing in a Fund will be higher than the cost of investing directly in ETFs and may be higher than other mutual funds that do not invest in such investments. ETFs are listed on national stock exchanges and are traded like stocks listed on an exchange. The market price for a Fund’s shares may deviate from a Fund’s net asset value, particularly during times of market stress, with the result that investors may pay significantly more or receive significantly less for Fund shares than the Fund’s net asset value, which is reflected in the bid and ask price for Fund shares or in the closing price.
•Canadian ETF Risk – Canadian ETFs that provide exposure to bitcoin are subject to many of the same risks as a direct investment in bitcoin. The market value of ETF shares may differ from their NAV. This difference in price may be because the supply and demand in the market for ETF shares at any point in time is not always identical to the supply and demand
Prospectus | October 19, 20227
in the market for the underlying holdings. Accordingly, shares of these ETFs may trade at a premium or discount from the value of their underlying investments, may become illiquid, may or may not be correlated with the price of bitcoin or bitcoin futures contracts, and may be highly volatile.
•Tracking Risk – ETFs in which the Fund invests will not be able to replicate exactly the performance of any indices or prices they track because the total return generated by the securities will be reduced by transaction costs incurred in adjusting the actual balance of the securities or derivatives. In addition, the index-tracking ETFs will incur expenses not incurred by their applicable indices. Certain securities comprising an index may, from time to time, temporarily be unavailable, which may further impede the security’s ability to track an index.
Risks Associated with the Use of Derivatives — Investing in derivatives, including bitcoin futures contracts, may be considered aggressive and may expose the Fund to significant risks. These risks include counterparty risk and liquidity risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested.
Counterparty Risk — Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives and repurchase agreements involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund’s ability to access such collateral, the value of an investment in the Fund may decline. The counterparty to a listed futures contract is the derivatives clearing organization for the listed future. The listed future is held through an FCM acting on behalf of the Fund. Consequently, the counterparty risk on a listed futures contract is the creditworthiness of the FCM and the exchange’s clearing corporation.
Active Management Risk — The Fund is actively managed, and its performance reflects the investment decisions that the Adviser makes for the Fund. The Adviser’s judgements about the Fund’s investments may prove to be incorrect. If the investments selected and strategies employed by the Fund fail to produce the intended results, the Fund could underperform or have negative returns as compared to other funds with a similar investment objective and/ or strategies.
Portfolio Turnover Risk — The Fund may incur high portfolio turnover to manage the Fund’s investment exposure. Additionally, active trading of the Fund’s shares may cause more frequent purchase and sales activities that could, in certain circumstances, increase the number of portfolio transactions. High levels of portfolio transactions increase brokerage and other transaction costs and may result in increased taxable capital gains. Each of these factors could have a negative impact on the performance of the Fund.
8(216) 329-4271 | www.idx-funds.com
IDX Risk-Managed Bitcoin Strategy Fund
Tax Risk — In order to qualify for the special tax treatment accorded a regulated investment company (“RIC”) and its shareholders, the Fund must derive at least 90% of its gross income for each taxable year from “qualifying income,” meet certain asset diversification tests at the end of each taxable quarter, and meet annual distribution requirements. If, in any year, the Fund were to fail to qualify for the special tax treatment accorded a RIC and its shareholders, and were ineligible to or were not to cure such failure, the Fund would be taxed in the same manner as an ordinary corporation subject to U.S. federal income tax on all its income at the fund level. The resulting taxes could substantially reduce the Fund’s net assets and the amount of income available for distribution. The Fund uses a controlled foreign corporation (the “Subsidiary”) to manage non-qualifying income for purposes of Internal Revenue Code Section 851(b)(2). The Subsidiary converts the income to qualifying income to the extent that earnings and profits exist at the subsidiary level. According to Treasury Regulation Sec 1.851-2(b)(2)(iii), income generated from a Subsidiary is considered other income derived from the corporation’s business of investing in commodity interests, securities, or currencies; it therefore is qualifying income under the tax code.
Valuation Risk — In certain circumstances (e.g., if the Adviser believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), the Adviser may, subject to the policies and procedures established by the Fund’s Board, choose to determine a fair value price as the basis for determining the market value of such investment for such day. The fair value of an investment determined by the Adviser may be different from other value determinations of the same investment. Portfolio investments that are valued using techniques other than market quotations, including “fair valued” investments, may be subject to greater fluctuation in their value from one day to the next than would be the case if market quotations were used. In addition, there is no assurance that the Fund could sell a portfolio investment for the value established for it at any time, and it is possible that the Fund would incur a loss because a portfolio investment is sold at a discount to its established value. The fair value of the Fund’s bitcoin futures may be determined by reference, in whole or in part, to the cash market in bitcoin. These circumstances may be more likely to occur with respect to bitcoin futures than with respect to futures on more traditional assets.
Non-Diversification Risk – The Fund is classified as “non- diversified” under the Investment Company Act of 1940, as amended (“1940 Act”). This means it can invest a relatively high percentage of its assets in the assets of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund’s volatility and increase the risk that the Fund’s performance will decline based on the performance of a single issuer or the credit of a single counterparty. A non-diversified fund’s greater investment in a single issuer or asset type (such as bitcoin futures) makes the Fund more susceptible to financial, economic, and market events impacting such issuer or asset type. For the Fund’s portfolio, a decline in the value of bitcoin futures will have a greater negative effect than a similar decline or default by a single security in a diversified portfolio.
Performance.
The Fund has recently commenced operations and does not have a full calendar year of performance history. In the future, performance information will be presented in this section of the Prospectus. Updated performance information will be available at no cost by calling 216-329-4271 or by visiting its website at www.idx-funds.com.
Management. IDX Advisors, LLC is the investment adviser to the Fund.
Prospectus | October 19, 20229
Portfolio Manager. Ben McMillan, Chief Investment Officer of the Adviser, has managed the Fund since its inception.
Purchase and Sale of Fund Shares. The Fund offers two classes of shares: Investor Class and Institutional Class, each of which is offered by this Prospectus. The minimum investment for the Investor Class is $1,000 for each account. The minimum investment for the Institutional Class is $10,000. The Fund may waive these minimums at its discretion. Investors generally may meet the minimum investment amount for the Institutional Class by aggregating multiple accounts within the Fund if desired. There is no subsequent investment minimum. The Fund may, in the Adviser’s sole discretion, accept accounts with less than the minimum investment.
You can purchase or redeem shares directly from the Fund on any business day the New York Stock Exchange is open by calling the Fund at 216-329-4271 where you may also obtain more information about purchasing or redeeming shares by mail, facsimile, or bank wire. The Fund has also authorized certain broker-dealers to accept purchase and redemption orders on its behalf. Investors who wish to purchase or redeem Fund shares through a broker-dealer should contact their broker-dealer directly.
Tax Information. For U.S. federal income tax purposes, the Fund’s distributions are taxable and will be taxed as ordinary income, capital gains or, in some cases, qualified dividend income of individual shareholders subject to tax at maximum federal rates applicable to long-term capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be subject to U.S. federal income tax at rates applicable to ordinary income upon withdrawal of monies from those arrangements.
Payments to Broker-Dealers and Other Financial Intermediaries. If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
Purchases through Broker-Dealers and Other Financial Intermediaries. You may be charged a fee if you effect transactions through a broker or agent. The Fund has authorized one or more brokers to receive on its behalf purchase and redemption orders. Such brokers are authorized to designate other intermediaries to receive purchase and redemption orders on the Fund’s behalf. The Fund will be deemed to have received a purchase or redemption order when an authorized broker or, if applicable, a broker’s authorized designee, receives the order. Customer orders will be priced at the Fund’s NAV next computed after they are received by an authorized broker or the broker’s authorized designee.
10(216) 329-4271 | www.idx-funds.com
IDX Commodity Opportunities Fund
SUMMARY OF IDX COMMODITY OPPORTUNITIES FUND
Investment Objective.
The IDX Commodity Opportunities Fund (the “Fund”) seeks total return, which includes long-term capital appreciation. There can be no assurance that the Fund will achieve its investment objective.
Fees and Expenses of the Fund.
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.
|
1
|
|
|
Investor Class shares(1)
|
Institutional Class shares
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Shareholder Fees (fees paid directly from your investment)
|
None
|
None
|
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
|
|
1 |
|
Management Fees
|
1.49%
|
1.49%
|
Distribution and Service (12b-1) Fees
|
0.25%
|
None
|
Shareholder Services Fees
|
0.15%
|
0.15%
|
Other Expenses(2)
|
0.40%
|
0.40%
|
Total Annual Fund Operating Expenses
|
2.29%
|
2.04%
|
Example.
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all your shares at the end of those periods. The expense example also assumes that your investment has a 5% return each year and the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your cost would be:
|
|
|
Period Invested
|
1 Year
|
3 Years
|
Investor Class
|
$229
|
$706
|
Institutional Class
|
$204
|
$630
|
Portfolio Turnover.
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. Portfolio turnover information for the Fund is not presented because the Fund has not commenced investment operations as of the date of this prospectus.
Prospectus | October 19, 202211
Principal Investment Strategy of the Fund
The Fund pursues its investment objective by investing globally across a wide range of asset classes, including commodities, equities, fixed income, and currencies, and may take both long and short positions in each of the asset classes or Instruments (as defined below). The Adviser expects that the Fund will predominantly invest in long and short derivative positions within commodities, but it will make strategic allocations to other asset classes as it deems appropriate. The Fund has the flexibility to shift its allocation across asset classes and markets around the world based on the investment adviser’s assessment of their relative attractiveness. This means the Fund may concentrate its investments in any one asset class or geographic region, subject to any limitations imposed by the federal securities and tax laws, including the Investment Company Act of 1940 (the “1940 Act”).
Portfolio Construction
IDX Advisors (the “Adviser”) uses a bottom-up analysis process that considers quantitative and qualitative investment factors, including price and volume data (e.g., momentum and/or mean-reversion), macroeconomic data, fundamental valuation, term structure (e.g., carry), and other factors. Each of these factors is described in more detail in the statutory prospectus.
The Adviser uses a proprietary, systematic, and quantitative investment process that seeks to benefit from price trends in commodity, currency, equity, volatility, and fixed-income Instruments. As part of this process, the Fund will take either a long or short position in each Instrument. The owner of a long position in an Instrument will benefit from an increase in the price of the underlying instrument. The owner of a short position in an Instrument will benefit from a decrease in the price of the underlying instrument. The Adviser will generally seek to allocate among instruments and asset classes in such a way that it enhances the risk-adjusted return relative to a long-only allocation. The Adviser expects this approach will reduce volatility and drawdowns while capturing the majority of the upside of the underlying markets.
During stressed or abnormal market conditions, including periods when the Adviser believes it is prudent to take a temporary defensive position, the Fund will reduce its exposure to certainly asset classes significantly, including eliminating the asset class from the portfolio. The Fund defines stressed or abnormal market conditions as a significant drop in the price of the underlying assets over a short trading period. The targeted risk at any given point in time can vary based on a number of factors, including the Adviser’s systematic tactical views. The desired overall risk level of the Fund may be increased or decreased by the Adviser, subject to the Adviser’s risk controls which may result in the Adviser’s targeted risk level not being achieved in certain circumstances.
Derivatives and Instruments
In seeking to achieve its investment objective, the Fund will enter into both long and short positions using derivative instruments such as futures, forwards, options, and swaps, including equity index futures, swaps on equity index futures, equity swaps and options on equity indices, fixed income futures, bond and interest rate futures, and credit default index swaps (collectively, “Derivatives”).
The Fund may also invest in fixed incomes securities, including U.S. Government securities, U.S. Government agency securities (including inflation-linked bonds, such as Treasury Inflation-Protected Securities (“TIPS”)), short-term fixed income securities, overnight or fixed-term repurchase agreements, money market fund shares corporate bonds, exchange-traded funds (“ETFs”) and exchange-traded notes (“ETNs”), foreign government bonds, and repurchase (“repo”) and reverse repo agreements. (collectively with Derivatives, the “Instruments”). Leverage may be created when the Fund enters into reverse repo agreements.
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IDX Commodity Opportunities Fund
The Fund may invest in Instruments listed on U.S. or non-U.S. exchanges, some of which could be denominated in currencies other than the U.S. dollar. Although the Fund is not required to hedge against changes in currency values, the Fund expects to hedge its non-U.S. currency exposure. The Fund may invest in or have exposure to issuers of any size. The Fund may invest in or have exposure to U.S. or non-U.S. issuers. The Fund will either invest directly in the Instruments or indirectly by investing in the Subsidiary (as described below) that invests in the Instruments.
The Fund’s use of Derivatives will have the economic effect of financial leverage. Leverage will magnify exposure to the movements in prices of an asset class underlying a Derivative, which will result in increased volatility. This means the Fund will have the potential for greater gains, as well as the potential for greater losses, than if the Fund did not use Derivatives that have a leveraging effect. While the Fund normally does not engage in any direct borrowing, leverage is implicit in the futures and other derivatives it trades. There is no assurance that the Fund’s use of Derivatives providing enhanced exposure will enable the Fund to achieve its investment objective.
The Fund intends to make investments through a wholly-owned and controlled subsidiary of the Fund (the “Subsidiary”), and may invest up to 25% of its total assets in the Subsidiary. The Subsidiary is organized under the laws of the Cayman Islands as an exempted company. Generally, the Subsidiary will invest primarily in Derivatives and other investments intended to serve as margin or collateral for the Subsidiary’s Derivative positions. The Fund will invest in the Subsidiary to gain exposure to the commodities markets within the limitations of the federal tax laws, rules, and regulations that apply to registered investment companies. Unlike the Fund, the Subsidiary may invest without limitation in commodity-linked derivatives, however, the Subsidiary will comply with the same 1940 Act asset coverage requirements with respect to its investments in commodity-linked derivatives that are applicable to the Fund’s transactions in derivatives. In addition, the Fund and the Subsidiary will be subject to the same fundamental investment restrictions on a consolidated basis and, to the extent applicable to the investment activities of the Subsidiary, the Subsidiary will follow the same compliance policies and procedures as the Fund. Unlike the Fund, the Subsidiary will not seek to qualify as a regulated investment company under Subchapter M of the Code. The Fund is the sole shareholder of the Subsidiary and does not expect shares of the Subsidiary to be offered or sold to other investors.
Commodity Investments
The Fund pursues its investment objective by allocating assets among various commodity sectors (including agricultural, energy, livestock, softs (e.g., non-grain agricultural products such as coffee, sugar, cocoa, etc.) and precious and base metals). The Fund will obtain exposure to commodity sectors by investing in commodity-linked Derivatives, directly or through the Subsidiary, not through direct investments in physical commodities.
The Fund will have some level of investment in most commodity sectors. In allocating assets among commodity sectors, the Adviser will largely employ a trend-following approach that seeks to balance the allocation of risk (as measured by proprietary and established measures of risk such as annualized standard deviation) across the commodity contracts over time.
The Adviser uses its proprietary quantitative model to statistically gauge the strength of price trends in commodities. The model uses publicly available daily price information to evaluate various measures of momentum and determine appropriate allocations.
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The Adviser will also use its models to manage the allocation of investments across commodity sectors based on the Adviser’s assessment of the risk associated with the commodity sector, its investment, and the Adviser’s assessment of prevailing market conditions. Shifts in allocations among and within commodity sectors or Instruments will be determined in accordance with various quantitative signals based upon the Adviser’s research, that rely on the evaluation of technical and fundamental indicators, such as trends in historical prices, spreads between futures’ prices of differing expiration dates, supply/demand data, momentum, and macroeconomic data of commodity consuming countries.
The Fund is actively managed and has the flexibility to over- or underweight commodity sectors, at the Adviser’s discretion, to achieve the Fund’s objective. There is no stated limit on the percentage of assets the Fund can invest in any one commodity sector, and at times the Fund may focus on a small number of commodity sectors.
Equity Investments
The Fund may invest directly or indirectly in equity securities of commodity-related companies whose operations relate to commodities, natural resources, energy, real estate or other “hard assets,” and companies that provide services or have exposure to such businesses. These companies include companies engaged in the exploration, ownership, production, refinement, processing, transportation, distribution or marketing of commodities and that use commodities extensively in their products and companies that provide technology and services to commodity-related companies. This includes companies that are engaged in businesses such as integrated oil, oil and gas exploration and production, energy services and technology, chemicals and oil products, coal and other consumable fuel, gold and precious metals, metals and minerals, forest products, agricultural chemicals and services, farm land, alternative energy sources, environmental services and agricultural products (including crop growers, owners of plantations, and companies that produce and process foods), as well as related transportation companies, equipment manufacturers, service providers and engineering, procurement and construction. companies. The Fund can invest in both U.S. and foreign companies of any size, including issuers from emerging markets. While the Fund can hold equity securities such as common stocks, preferred stocks, convertible securities, warrants, depositary receipts, and other instruments whose price is linked to the value of common stock, the Fund will gain most of its equity exposure through ETFs.
Fixed Income Investments
A significant portion of the assets of the Fund may be invested directly or indirectly in investment-grade fixed-income securities and cash and cash equivalents with one year or less term to maturity and an average portfolio duration of one year or less. The Fund defines “investment-grade” as fixed income securities being rated no lower than the A category by Standard & Poor’s Ratings Group, Moody’s Investors Service, or Fitch Ratings, Inc. The fixed income portion of the Fund is intended to provide liquidity and preserve capital, and to serve as margin or collateral for the Fund’s or Subsidiary’s derivative positions. These cash or cash equivalent holdings also serve as collateral for the positions the Fund takes and earn income for the Fund. The Adviser seeks to develop an appropriate fixed income portfolio by considering the differences in yields among securities of different maturities, market sectors and issuers.
Additional Portfolio Information
The Fund generally does not intend to close out, sell, or redeem its Instruments except (i) to meet redemptions or (ii) when an Instrument is nearing expiration, at which point the Fund will generally sell it and use the proceeds to buy another Instrument with a later expiration date to maintain its commodities exposure. This is commonly referred to as “rolling.”
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IDX Commodity Opportunities Fund
The Fund’s strategy engages in frequent portfolio trading which may result in a higher portfolio turnover rate than a fund with less frequent trading, and correspondingly greater transactional expenses, which are borne by the Fund and its shareholders, and may have adverse tax consequences on them. The Adviser considers the transaction costs associated with trading each Instrument, and takes this into consideration when determining the appropriate frequency for trading. The Fund also employs sophisticated proprietary trading techniques to mitigate trading costs and the execution impact on the Fund.
Principal Risks of Investing in the Fund.
An investment in the Fund is subject to investment risks, including the possible loss of some or all the principal amount invested. There can be no assurance that the Fund will be successful in meeting its investment objective.
Generally, the Fund will be subject to the following additional risks:
Commodities Risk – Exposure to the commodities markets may subject the Fund to greater volatility than investments in traditional securities. The value of commodity-linked derivative investments may be affected by changes in overall market movements, commodity index volatility, changes in interest rates, or factors affecting a particular industry or commodity, such as drought, floods, weather, embargoes, tariffs, and international economic, political, and regulatory developments. Additionally, the Fund may gain exposure to the commodities markets through investments in exchange- traded products, the value of which may be influenced by, among other things, time to maturity, level of supply and demand for the product, volatility and lack of liquidity in underlying markets, the performance of the reference instrument, changes in the issuer’s credit rating and economic, legal, political or geographic events that affect the reference instrument.
Derivatives Risk – In general, a derivative instrument typically involves leverage (i.e., it provides exposure to potential gain or loss from a change in the level of the market price of the underlying commodity, security, currency, or a basket or index of such investments) in a notional amount that exceeds the amount of cash or assets required to establish or maintain the derivative instrument. Adverse changes in the value or level of the underlying asset or index, which the Fund may not directly own, can result in a loss to the Fund substantially greater than the amount invested in the derivative itself. The use of derivative instruments also exposes the Fund to additional risks and transaction costs. These instruments come in many varieties and have a wide range of potential risks and rewards, and may include futures contracts, forward contracts, options, and swaps. A risk of the Fund’s use of derivatives is that the fluctuations in their values may not correlate perfectly with the overall commodities markets. Additionally, to the extent the Fund is required to segregate or “set aside” liquid assets or otherwise cover open positions with respect to certain derivative instruments, the Fund may be required to sell portfolio instruments to meet these asset segregation requirements. There is a possibility that segregation involving a large percentage of the Fund’s assets could impede portfolio management or the Fund’s ability to meet redemption requests or other current obligations.
•Forward and Futures Contract Risk: The successful use of forward and futures contracts draws upon the Adviser’s skill and experience with respect to such instruments and is subject to special risk considerations. The primary risks associated with the use of forward and futures contracts, which may adversely affect the Fund’s NAV and total return, are (a) the imperfect correlation between the change in market value of the instruments held by the Fund and the price of the forward or futures contract; (b) possible lack of a liquid secondary market for a forward or futures contract and the resulting inability to close a forward or futures contract when desired; (c) losses caused by unanticipated market movements, which are potentially unlimited; (d) the Adviser’s inability to predict correctly
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the direction of securities prices, interest rates, currency exchange rates and other economic factors; (e) the possibility that the counterparty will default in the performance of its obligations; and (f) if the Fund has insufficient cash, it may have to sell securities from its portfolio to meet daily variation margin requirements, and the Fund may have to sell securities at a time when it may be disadvantageous to do so.
•Options Risk: An option is an agreement that, for a premium payment or fee, gives the option holder (the purchaser) the right but not the obligation to buy (a “call option”) or sell (a “put option”) the underlying asset (or settle for cash an amount based on an underlying asset, rate, or index) at a specified price (the “exercise price”) during a period of time or on a specified date. Investments in options are considered speculative. When the Fund purchases an option, it may lose the premium paid for it if the price of the underlying security or other assets decreased or remained the same (in the case of a call option) or increased or remained the same (in the case of a put option). If a put or call option purchased by the Fund were permitted to expire without being sold or exercised, its premium would represent a loss to the Fund.
•Repurchase Agreements Risk: The Fund may invest in repurchase agreements. When entering into a repurchase agreement, the Fund essentially makes a short-term loan to a qualified bank or broker-dealer. The Fund buys securities that the seller has agreed to buy back at a specified time and at a set price that includes interest. There is a risk that the seller will be unable to buy back the securities at the time required and the Fund could experience delays in recovering amounts owed to it.
•Reverse Repurchase Agreements Risk: Reverse repurchase agreements involve the sale of securities held by the Fund with an agreement to repurchase the securities at an agreed-upon price, date, and interest payment. Reverse repurchase agreements involve the risk that the other party may fail to return the securities in a timely manner or at all. The Fund could lose money if it is unable to recover the securities and the value of the collateral held by the Fund, including the value of the investments made with cash collateral, is less than the value of securities. These events could also trigger adverse tax consequences to the Fund. Furthermore, reverse repurchase agreements involve the risks that (i) the interest income earned in the investment of the proceeds will be less than the interest expense, (ii) the market value of the securities retained in lieu of sale by the Fund may decline below the price of the securities the Fund has sold but is obligated to repurchase, and (iii) the market value of the securities sold will decline below the price at which the Fund is required to repurchase them. In addition, the use of reverse repurchase agreements may be regarded as leveraging.
•Short Selling Risk. If a security sold short or other instrument increases in price, the Fund may have to cover its short position at a higher price than the short sale price, resulting in a loss. Because losses on short sales arise from increases in the value of the security sold short, such losses are theoretically unlimited. The Fund may not be able to successfully implement its short sale strategy due to limited availability of desired securities or for other reasons.
•Swap Risk. Swaps are subject to tracking risk because they may not be perfect substitutes for the instruments they are intended to hedge or replace. Over the counter swaps are subject to counterparty default. Leverage inherent in derivatives will tend to magnify the Fund’s losses.
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IDX Commodity Opportunities Fund
Leverage Risk: As part of the Fund’s principal investment strategy, the Fund will make investments in Derivatives and other Instruments that provide the economic effect of financial leverage by creating additional investment exposure to the underlying instrument, as well as the potential for greater loss. If the Fund uses leverage through activities such as purchasing Derivatives and other Instruments, the Fund has the risk that losses may exceed the net assets of the Fund. The net asset value of the Fund while employing leverage will be more volatile and sensitive to market movements.
Liquidity Risk. Liquidity risk exists when particular investments of the Fund would be difficult to purchase or sell, possibly preventing the Fund from selling such illiquid securities at an advantageous time or price, or possibly requiring the Fund to dispose of other investments at unfavorable times or prices to satisfy its obligations.
Portfolio Turnover Risk — The Fund may incur high portfolio turnover to manage the Fund’s investment exposure. Additionally, active trading of the Fund’s shares may cause more frequent purchase and sales activities that could, in certain circumstances, increase the number of portfolio transactions. High levels of portfolio transactions increase brokerage and other transaction costs and may result in increased taxable capital gains. Each of these factors could have a negative impact on the performance of the Fund.
Investment Strategy Risk – The Fund actively invests in Derivatives and other Instruments that provide exposure to various asset classes, including commodities. The Fund does not invest directly in or hold commodities. The price of Derivatives should be expected to differ from the current cash price of the underlying commodity, which is sometimes referred to as the “spot” price. Consequently, the performance of the Fund should be expected to perform differently from the spot price of commodities. These differences could be significant.
•Active Management Risk — The Fund is actively managed, and its performance reflects the investment decisions that the Adviser makes for the Fund. The Adviser’s judgements about the Fund’s investments may prove to be incorrect. If the investments selected and strategies employed by the Fund fail to produce the intended results, the Fund could underperform or have negative returns as compared to other funds with a similar investment objective and/or strategies.
•Model and Data Risk – Given the complexity of the strategies of the Fund, the Adviser relies heavily on quantitative models and information and data both proprietary as well as supplied by third parties (“Models and Data”). Models and Data are used to rank investments and provide risk management insights. The use of predictive models has inherent risks. Because predictive models are constructed based on historical data supplied by third parties, the success of relying on such models may depend heavily on the accuracy and reliability of the supplied historical data. In addition, there is an inherent risk that the quantitative models used by the adviser will not be successful in forecasting movements in industries, sectors, or companies or in determining the weighting of investment positions that will enable the Fund to achieve its investment objective.
•Subsidiary Risk – By investing in the Subsidiary, the Fund is indirectly exposed to the risks associated with the Subsidiary’s investments. Although the Subsidiary is not registered under the Investment Company Act of 1940, as amended (the “1940 Act”), it will provide investors with the same 1940 Act protections provided by the Fund.
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Market and Volatility Risk – The prices of Derivatives and commodities have historically been highly volatile. The value of the Fund’s investments in Derivatives and other Instruments that provide exposure to commodities and other asset classes could decline significantly and without warning, including to zero. If you are not prepared to accept significant and unexpected changes in the value of the Fund and the possibility that you could lose your entire investment in the Fund you should not invest in the Fund.
Tax Risk — In order to qualify for the special tax treatment accorded a regulated investment company (“RIC”) and its shareholders, the Fund must derive at least 90% of its gross income for each taxable year from “qualifying income,” meet certain asset diversification tests at the end of each taxable quarter and meet annual distribution requirements. If, in any year, the Fund were to fail to qualify for the special tax treatment accorded a RIC and its shareholders were ineligible to or were not to cure such failure, the Fund would be taxed in the same manner as an ordinary corporation subject to U.S. federal income tax on all its income at the fund level. The resulting taxes could substantially reduce the Fund’s net assets and the amount of income available for distribution. The Fund uses a controlled foreign corporation (the “Subsidiary”) to manage non-qualifying income for purposes of Internal Revenue Code Section 851(b)(2). The Subsidiary converts the income to qualifying income to the extent that earnings and profits exist at the subsidiary level. According to Treasury Regulation Sec 1.851-2(b)(2)(iii), income generated from a Subsidiary is considered other income derived from the corporation’s business of investing in commodity interests, securities, or currencies; it therefore is qualifying income under the tax code.
Valuation Risk — In certain circumstances (e.g., if the Adviser believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), the Adviser may, subject to the policies and procedures established by the Fund’s Board, choose to determine a fair value price as the basis for determining the market value of such investment for such day. The fair value of an investment determined by the Adviser may be different from other value determinations of the same investment. Portfolio investments that are valued using techniques other than market quotations, including “fair valued” investments, may be subject to greater fluctuation in their value from one day to the next than would be the case if market quotations were used. In addition, there is no assurance that the Fund could sell a portfolio investment for the value established for it at any time, and it is possible that the Fund would incur a loss because a portfolio investment is sold at a discount to its established value. The fair value of the Fund’s bitcoin futures may be determined by reference, in whole or in part, to the cash market in bitcoin. These circumstances may be more likely to occur with respect to bitcoin futures than with respect to futures on more traditional assets.
Non-Diversification Risk – The Fund is classified as “non- diversified” under the Investment Company Act of 1940, as amended (“1940 Act”). This means it can invest a relatively high percentage of its assets in the assets of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund’s volatility and increase the risk that the Fund’s performance will decline based on the performance of a single issuer or the credit of a single counterparty. A non-diversified fund’s greater investment in a single issuer or asset type (such as bitcoin futures) makes the Fund more susceptible to financial, economic, and market events impacting such issuer or asset type. For the Fund’s portfolio, a decline in the value of bitcoin futures will have a greater negative effect than a similar decline or default by a single security in a diversified portfolio.
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IDX Commodity Opportunities Fund
Equity Securities Risk
Equity markets are volatile. The price of equity securities fluctuates based on changes in a company’s financial condition and overall market and economic conditions.
•Small Cap Securities Risk: Small cap companies may have limited product lines or markets. They may be less financially secure than larger, more established companies. They may depend on a more limited management group than larger capitalized companies.
•Mid Cap Securities Risk: The securities of mid cap companies generally trade in lower volumes and are generally subject to greater and less predictable price changes than the securities of larger capitalization companies.
ETF Risk. The Fund may invest in ETFs as part of its principal investment strategies. ETFs are subject to investment advisory and other expenses, which will be indirectly paid by a Fund. As a result, your cost of investing in a Fund will be higher than the cost of investing directly in ETFs and may be higher than other mutual funds that do not invest in such investments. ETFs are listed on national stock exchanges and are traded like stocks listed on an exchange. The market price for a Fund’s shares may deviate from a Fund’s net asset value, particularly during times of market stress, with the result that investors may pay significantly more or receive significantly less for Fund shares than the Fund’s net asset value, which is reflected in the bid and ask price for Fund shares or in the closing price.
•Tracking Risk – ETFs in which the Fund invests will not be able to replicate exactly the performance of any indices or prices they track because the total return generated by the securities will be reduced by transaction costs incurred in adjusting the actual balance of the securities or derivatives. In addition, the index-tracking ETFs will incur expenses not incurred by their applicable indices. Certain securities comprising an index may, from time to time, temporarily be unavailable, which may further impede the security’s ability to track an index.
Fixed Income Securities Risk
•Interest Rate Risk: Interest rate risk is the risk that prices of fixed income securities generally increase when interest rates decline and decrease when interest rates increase. The Fund may lose money if short-term or long-term interest rates rise sharply or otherwise change in a manner not anticipated by the Adviser.
•Credit Risk: Credit risk refers to the possibility that the issuer of a security or the issuer of the reference asset of a derivative instrument will not be able to make principal and interest payments when due. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also affect the value of the Fund’s investment in that issuer. Securities rated in the four highest categories by the rating agencies are considered investment grade but they may also have some speculative characteristics. Investment grade ratings do not guarantee that the issuer will not default on its payment obligations or that bonds will not otherwise lose value.
•U.S. Government Securities Risk: Treasury obligations may differ in their interest rates, maturities, times of issuance and other characteristics. Obligations of U.S. Government agencies and authorities are supported by varying degrees of credit but generally are not backed by the full faith and credit of the U.S. Government. No assurance can be given that
Prospectus | October 19, 202219
the U.S. Government will provide financial support to its agencies and authorities if it is not obligated by law to do so. Certain of the government agency securities the Fund may purchase are backed only by the credit of the government agency and not by full faith and credit of the United States.
•ETN Risk. Because ETNs are unsecured, unsubordinated debt securities, an investment in an ETN exposes the Fund to the risk that an ETN’s issuer may be unable to pay. In addition, the Fund will bear its proportionate share of the fees and expenses of the ETN, which may cause the Fund’s operating expenses to be higher and its performance to be lower.
Foreign Investments Risk: Foreign investments often involve special risks that are not present in U.S. investments, which can increase the chances that the Fund will lose money. For example, the Fund may investments in foreign Instruments or hold cash in foreign banks and securities depositories, which may be recently organized or new to the foreign custody business and may be subject to only limited or no regulatory oversight. The economies of certain foreign markets may not compare favorably with the economy of the United States with respect to such issues as growth of gross national product, reinvestment of capital, resources, and balance of payments position. The governments of certain countries may prohibit or impose substantial restrictions on foreign investments in their capital markets or in certain industries. Many foreign governments do not supervise and regulate stock exchanges, brokers, and the sale of securities to the same extent as does the United States and may not have laws to protect investors that are comparable to U.S. securities laws. Settlement and clearance procedures in certain foreign markets may result in delays in payment for or delivery of securities not typically associated with settlement and clearance of U.S. investments. The regulatory, financial reporting, accounting, recordkeeping, and auditing standards of foreign countries may differ, in some cases significantly, from U.S. standards.
•Currency Risk: Currency risk is the risk that changes in currency exchange rates will negatively affect securities denominated in, and/or receiving revenues in, foreign currencies. The liquidity and trading value of foreign currencies could be affected by global economic factors, such as inflation, interest rate levels, and trade balances among countries, as well as the actions of sovereign governments and central banks. Adverse changes in currency exchange rates (relative to the U.S. dollar) may erode or reverse any potential gains from the Fund’s investments in securities denominated in a foreign currency or may widen existing losses.
•Sovereign Debt Risk: The Fund may invest in, or have exposure to, sovereign debt instruments. These investments are subject to the risk that a governmental entity may delay or refuse to pay interest or repay principal on its sovereign debt, due, for example, to cash flow problems, insufficient foreign currency reserves, political considerations, the relative size of the governmental entity’s debt position in relation to the economy or the failure to put in place economic reforms required by the International Monetary Fund or other multilateral agencies. If a governmental entity defaults, it may ask for more time in which to pay or for further loans. There is no legal process for collecting sovereign debt that a government does not pay nor are there bankruptcy proceedings through which all or part of the sovereign debt that a governmental entity has not repaid may be collected.
•Emerging Markets Risk: Emerging markets are riskier than more developed markets because they tend to develop unevenly and may never fully develop. Investments in emerging markets may be considered speculative. Emerging markets are more likely to
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IDX Commodity Opportunities Fund
experience hyperinflation and currency devaluations, which adversely affect returns to U.S. investors. In addition, many emerging securities markets have far lower trading volumes and less liquidity than developed markets.
Counterparty Risk — Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives and repurchase agreements involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund’s ability to access such collateral, the value of an investment in the Fund may decline. The counterparty to a listed futures contract is the derivatives clearing organization for the listed future. The listed future is held through an FCM acting on behalf of the Fund. Consequently, the counterparty risk on a listed futures contract is the creditworthiness of the FCM and the exchange’s clearing corporation.
Hedging Transactions Risk: The Adviser from time to time employs various hedging techniques. The success of the Fund’s hedging strategy will be subject to the Adviser’s ability to correctly assess the degree of correlation between the performance of the instruments used in the hedging strategy and the performance of the investments in the portfolio being hedged. Since the characteristics of many securities change as markets change or time passes, the success of the Fund’s hedging strategy will also be subject to the Adviser’s ability to continually recalculate, readjust, and execute hedges in an efficient and timely manner. For a variety of reasons, the Adviser may not seek to establish a perfect correlation between such hedging instruments and the portfolio holdings being hedged. Such imperfect correlation may prevent the Fund from achieving the intended hedge or expose the Fund to risk of loss. In addition, it is not possible to hedge fully or perfectly against any risk, and hedging entails its own costs (such as trading commissions and fees).
Other Investment Companies Risk: As with other investments, investments in other investment companies, including exchange-traded funds (“ETFs”), are subject to market and manager risk. In addition, if the Fund acquires shares of investment companies, shareholders bear both their proportionate share of expenses in the Fund (including management and advisory fees) and, indirectly, the expenses of the investment companies. The Fund may invest in money market mutual funds. An investment in a money market mutual fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although money market mutual funds that invest in U.S. government securities seek to preserve the value of the Fund’s investment at $1.00 per share, it is possible to lose money by investing in a stable NAV money market mutual fund. Moreover, prime money market mutual funds are required to use floating NAVs that do not preserve the value of the Fund’s investment at $1.00 per share.
New Fund Risk. The Fund is a new mutual fund and has a limited history of operations for investors to evaluate. As a result, investors do not have a long-term track record from which to judge the Adviser and it may not achieve the intended result in managing the Fund.
Performance.
The Fund has recently commenced operations and does not have a full calendar year of performance history. In the future, performance information will be presented in this section of the Prospectus. Updated performance information will be available at no cost by calling 216-329-4271 or by visiting its website at www.idx-funds.com.
Prospectus | October 19, 202221
Management. IDX Advisors, LLC is the investment adviser to the Fund.
Portfolio Manager. Ben McMillan and Joshua Myers have managed the Fund since its inception.
Purchase and Sale of Fund Shares. The Fund offers two classes of shares: Investor Class and Institutional Class, each of which is offered by this Prospectus. The minimum investment for the Investor Class is $1,000 for each account. The minimum investment for the Institutional Class is $10,000. The Fund may waive these minimums at its discretion. Investors generally may meet the minimum investment amount for the Institutional Class by aggregating multiple accounts within the Fund if desired. There is no subsequent investment minimum. The Fund may, in the Adviser’s sole discretion, accept accounts with less than the minimum investment.
You can purchase or redeem shares directly from the Fund on any business day the New York Stock Exchange is open by calling the Fund at 216-329-4271 where you may also obtain more information about purchasing or redeeming shares by mail, facsimile, or bank wire. The Fund has also authorized certain broker-dealers to accept purchase and redemption orders on its behalf. Investors who wish to purchase or redeem Fund shares through a broker-dealer should contact their broker-dealer directly.
Tax Information. For U.S. federal income tax purposes, the Fund’s distributions are taxable and will be taxed as ordinary income, capital gains or, in some cases, qualified dividend income of individual shareholders subject to tax at maximum federal rates applicable to long-term capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be subject to U.S. federal income tax at rates applicable to ordinary income upon withdrawal of monies from those arrangements.
Payments to Broker-Dealers and Other Financial Intermediaries. If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
Purchases through Broker-Dealers and Other Financial Intermediaries. You may be charged a fee if you effect transactions through a broker or agent. The Fund has authorized one or more brokers to receive on its behalf purchase and redemption orders. Such brokers are authorized to designate other intermediaries to receive purchase and redemption orders on the Fund’s behalf. The Fund will be deemed to have received a purchase or redemption order when an authorized broker or, if applicable, a broker’s authorized designee, receives the order. Customer orders will be priced at the Fund’s NAV next computed after they are received by an authorized broker or the broker’s authorized designee.
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IDX Commodity Opportunities Fund
INVESTMENT OBJECTIVES, STRATEGIES, RISKS AND PORTFOLIO HOLDINGS
The Funds’ Investment Objectives and Principal Investment Strategies. This section of the Prospectus provides additional information about the investment practices and related risks of the Funds (each a “Fund” and collectively, the “Funds”). The Funds’ investment objective may be changed without shareholder approval; however, a Fund will provide 60 days’ advance notice to shareholders before implementing a change in the Fund’s investment objective.
The IDX Risk-Managed Bitcoin Strategy Fund (the “Bitcoin Fund”) seeks long-term capital appreciation. The Bitcoin Fund pursues its investment strategy through actively managed exposure to bitcoin futures contracts.
The IDX Commodity Opportunities Fund (the “Commodity Fund” and collectively with the Bitcoin Fund, the “Funds”) seeks total return, which includes long-term capital appreciation. There can be no assurance that the Fund will achieve its investment objective.
Below are the principal investment strategies of each Fund.
Bitcoin Fund Principal Investment Strategy
The Fund does not invest in bitcoin or other digital assets directly, or in the Grayscale® Bitcoin Trust or any other OTC Trusts. Additionally, the Fund does not invest in, or seek exposure to, the current “spot” or cash price of bitcoin. Investors seeking direct exposure to the price of bitcoin should consider an investment other than the Fund.
Bitcoin is a digital asset, sometimes referred to as a digital currency or “cryptocurrency.” The ownership and operation of bitcoin is determined by participants in an online, peer-to-peer network. The network connects computers that run publicly accessible, or “open source,” software that follows the rules and procedures governing the Bitcoin Network. This is commonly referred to as the Bitcoin Protocol (and is described in more detail in the section entitled “The Bitcoin Protocol” in the Fund’s Prospectus). The value of bitcoin is not backed by any government, corporation, or other identified body. Instead, its value is determined in part by the supply and demand in markets created to facilitate trading of bitcoin. Ownership and transaction records for bitcoin are protected through public-key cryptography. The supply of bitcoin is determined by the Bitcoin Protocol. No single entity owns or operates the Bitcoin Network. The Bitcoin Network is collectively maintained by (1) a decentralized group of participants who run computer software that results in the recording and validation of transactions (commonly referred to as “miners”), (2) developers who propose improvements to the Bitcoin Protocol and the software that enforces the protocol and (3) users who choose which version of the bitcoin software to run. From time to time, the developers suggest changes to the bitcoin software. If enough users and miners elect not to adopt the changes, a new digital asset, operating on the earlier version of the bitcoin software, may be created. This is often referred to as a “fork.” The price of the bitcoin futures contracts in which the Fund invests may reflect the impact of these forks.
Futures contracts are financial contracts the value of which depends on, or is derived from, the underlying reference asset. In the case of bitcoin futures contracts, the underlying reference asset is bitcoin. Futures contracts may be physically-settled or cash-settled. The only futures contracts in which the Fund invests are cash-settled bitcoin futures contracts traded on the Chicago Mercantile Exchange (“CME”). Currently, the Fund invests in CME bitcoin futures only. “Cash-settled” means
Prospectus | October 19, 202223
that when the relevant futures contract expires, if the value of the underlying asset exceeds the futures contract price, the seller pays to the purchaser cash in the amount of that excess, and if the futures contract price exceeds the value of the underlying asset, the purchaser pays to the seller cash in the amount of that excess. In a cash-settled futures contract on bitcoin, the amount of cash to be paid is equal to the difference between the value of the bitcoin underlying the futures contract at the close of the last trading day of the contract and the futures contract price specified in the agreement. The CME has specified that the value of bitcoin underlying bitcoin futures contracts traded on the CME will be determined by reference to a volume-weighted average of bitcoin trading prices on multiple bitcoin trading venues.
Bitcoin futures contracts are standardized, cash-settled bitcoin futures contracts traded on commodity exchanges registered with the Commodity Futures Trading Commission (“CFTC”). The value of bitcoin futures contracts is determined by reference to the CME CF Bitcoin Reference Rate (“BBR”), which provides an indication of the price of bitcoin across certain cash bitcoin exchanges. The Fund seeks to invest in cash settled, front and near-month bitcoin futures. The Fund does not expect to hold any futures contracts with longer than 90 days to maturity. A high degree of leverage is typical of a futures trading account. As a result, a relatively small price movement in a futures contract may result in substantial losses to the Fund, exceeding the amount of the margin paid.
Over time, the Fund seeks to capture most of the upside participation in bitcoin futures while limiting the downside by managing its bitcoin futures exposure to between 25% and 100% of the Fund’s net assets, depending on the market conditions. While investments in bitcoin futures is a form of leverage, the Fund will not have bitcoin exposure greater than 100% of its net assets. Under normal market conditions, the Fund expects to maintain bitcoin futures exposure of between 50% and 100%. During stressed or abnormal market conditions, including periods when the Adviser believes it is prudent to take a temporary defensive position, the Fund will reduce its bitcoin futures exposure significantly, but in no situation will it be less than 25% of the Fund’s net assets. The Fund defines stressed or abnormal market conditions as a significant drop in the price of bitcoin or bitcoin futures over a short trading period.
The Fund will gain exposure to bitcoin by investing a portion of its assets in a wholly-owned subsidiary organized under the laws of the Cayman Islands and managed by the Adviser. The Fund generally expects to invest approximately 25% of its total assets in this subsidiary, but it may exceed this amount if the Adviser believes doing so is in the best interest of the Fund, such as to help the Fund achieve its investment objective or manage its tax efficiency. Exceeding this amount may have tax consequences, see the section entitled “Tax Risk” in the Fund’s Prospectus for more information. References to investments by the Fund should be read to mean investments by either the Fund or the subsidiary. Because the subsidiary invests in bitcoin futures, which are considered a form of leverage, the Fund’s exposure to bitcoin price volatility exceeds the 25% of the Fund’s assets allocated to the subsidiary.
In addition to bitcoin futures contracts, the Fund may invest in exchange-traded funds (“ETFs”), including Canadian ETFs, in limited circumstances, for example to manage inflows and outflows or respond to unusual market conditions (“bitcoin-related investments”). Except for the Fund’s subsidiary, the Fund will limit investments in other bitcoin-related investments to 10% or less of the Fund’s assets. The shares of these ETFs will have direct or indirect exposure to bitcoin. The Fund expects to have significant holdings of cash and U.S. government securities, money market funds, repurchase agreements, and investment grade fixed-income securities (the “Cash and Fixed Income
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IDX Commodity Opportunities Fund
Investments”). The Fund does not target a specific maturity but will generally have an average portfolio duration of one year or less. Each debt security held by the fund must be high quality at the time of purchase, which is defined as being rated no lower than the A category by Standard & Poor’s Ratings Group, Moody’s Investors Service, or Fitch Ratings, Inc. The Cash and Fixed Income Investments are intended to provide liquidity, to serve as collateral for the Fund’s futures contracts and to support its use of leverage
The Adviser uses a proprietary quantitative model that statistically gauges the strength of price trends in bitcoin. The model uses publicly available daily price information to systematically allocate Fund assets to bitcoin futures contracts according to a pre-defined ruleset. Specifically, the model measures price behavior of bitcoin over multiple periods to determine three expected risk/return environments: unfavorable, favorable, and very favorable. Based on these environments, the Adviser will adjust the Fund’s bitcoin futures exposure from 25% to 100% of its net assets.
The Fund generally does not intend to close out, sell, or redeem its futures contracts except (i) to meet redemptions or (ii) when a bitcoin futures contract is nearing expiration, at which point the Fund will generally sell it and use the proceeds to buy a bitcoin futures contract with a later expiration date to maintain its bitcoin futures exposure. This is commonly referred to as “rolling.” Currently, most of the open interest in CME bitcoin futures is in front-month contracts (i.e., contracts that expire in 30 days); therefore, the Fund expects to mostly invest in such contracts over the foreseeable future. Over time, as the CME bitcoin futures market expands, the Fund will use a multi-day, laddered roll process. Because of this rolling, the Fund engages in very frequent trading to achieve its investment objective, which will result in portfolio turnover greater than 100%.
As part of its risk-managed approach to bitcoin exposure, the Adviser actively manages the Fund’s exposure and limits exposure during unfavorable market conditions, which includes limiting rolls into potentially unfavorable periods. During stressed or abnormal market conditions, including periods when the Adviser believes it is prudent to take a temporary defensive position, the Fund will reduce its bitcoin futures exposure significantly, but in no situation will the Fund’s exposure be less than 25% of the Fund’s net assets.
The Bitcoin Protocol. The Bitcoin Protocol is an open-source project with no official company or group in control. Anyone can review the underlying code and suggest changes. There are, however, many individual developers that regularly contribute to a specific distribution of bitcoin software known as the “Bitcoin Core.” Developers of the Bitcoin Core loosely oversee the development of the source code. There are many other compatible versions of the bitcoin software, but Bitcoin Core is the most widely adopted and currently provides the de facto standard for the Bitcoin Protocol. The core developers can access, and can alter, the Bitcoin Network source code and, as a result, they are responsible for quasi-official releases of updates and other changes to the Bitcoin Network’s source code.
However, because bitcoin has no central authority, the release of updates to the Bitcoin Network’s source code by the core developers does not guarantee that the updates will be automatically adopted by the other participants. Users and miners must accept any changes made to the source code by downloading the proposed modification and that modification is effective only with respect to those bitcoin users and miners who choose to download it. As a practical matter, a modification to the source code becomes part of the Bitcoin Network only if it is accepted by participants that collectively have a majority of the processing power on the Bitcoin Network.
Prospectus | October 19, 202225
If a modification is accepted by only a percentage of users and miners, a division will occur such that one network will run the pre-modification source code and the other network will run the modified source code. Such a division is known as a “fork.”
Environmental Impact of Bitcoin Mining. Bitcoin mining operations consume significant amounts of electricity, which may have a negative environmental impact and give rise to public opinion against allowing, or government regulations restricting, the use of electricity for mining operations. Additionally, miners may be forced to cease operations during an electricity shortage or power outage. Given the energy-intensiveness and electricity costs of mining, miners are restricted in where they can locate mining operations. Any shortage of electricity supply or increase in related costs will negatively impact the viability and expected economic return from bitcoin mining, which will affect the availability of bitcoin in the marketplace. Today, many bitcoin mining operations rely on fossil fuels to power their operations. Public perception of the impact of bitcoin mining on climate change may reduce the demand for bitcoin and increase the likelihood of government regulation. Such events could have a negative impact on the price of bitcoin, bitcoin futures, and the Fund’s performance.
Commodity Fund Principal Investment Strategy
The Fund pursues its investment objective by investing globally across a wide range of asset classes, including commodities, equities, fixed income, and currencies, and may take both long and short positions in each of the asset classes or Instruments (as defined below). The Adviser expects that the Fund will predominantly invest in long and short derivative positions within commodities but it will make strategic allocations to other asset classes as it deems appropriate. The Fund has the flexibility to shift its allocation across asset classes and markets around the world based on the investment adviser’s assessment of their relative attractiveness. This means the Fund may concentrate its investments in any one asset class or geographic region, subject to any limitations imposed by the federal securities and tax laws, including the Investment Company Act of 1940.
Portfolio Construction
IDX Advisors (the “Adviser”) uses a bottom-up analysis process that considers quantitative and qualitative investment factors, including price and volume data (e.g., momentum and/or mean-reversion), macroeconomic data, fundamental valuation, term structure (e.g., carry), and other factors. Each of these factors is described in more detail in the statutory prospectus.
•Momentum: Momentum strategies favor investments that have performed well over the past few months, seeking to capture the tendency that an asset’s recent performance will continue. The Fund will generally seek to buy assets that recently outperformed and sell those that recently underperformed relative to their historical averages and other asset classes. Examples of momentum measures include simple price momentum for selecting equities and price- and yield-based momentum for selecting fixed-income securities.
•Mean-Reversion: At some point in time, momentum may carry an asset far beyond its historic averages. In such cases, the Fund will shift from a momentum strategy to a mean-reversion strategies, which recognize that over certain time frames investments have performed very well or poorly exhibit a tendency to revert to their historic averages over time. The Fund may seek to sell investments (or reduce existing exposures) in assets that have demonstrated extreme recent outperformance relatively to their historic averages and buy (or reduce short exposures) in assets that have extreme recent underperformance (e.g., “oversold” conditions).
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IDX Commodity Opportunities Fund
•Macroeconomic Data: The Adviser seeks to evaluate the impact of macroeconomic news and macroeconomic momentum on the attractiveness of Instruments and asset classes around the world. Macroeconomic themes considered include, but are not limited to, business cycles, international trade, monetary policy, investor sentiment, political developments, environmental trends, and asset-specific fundamentals.
•Fundamental valuation: The Adviser seeks to evaluate investments and favor those that appear comparatively cheap relative to those that appear expensive based on fundamental measures related to price. Over time, the Adviser believes that relatively cheap assets will outperform relatively expensive assets.
•Term-Structure: Carry strategies favor investments with higher yields over those with lower yields, seeking to capture the tendency for higher yielding assets to provide higher returns than lower-yielding assets. The Fund will seek to buy high-yielding assets and sell low-yielding assets relative to similar investments globally and relative to their historical averages. An example of carry measures includes using interest rates to select currencies and fixed-income securities.
The Adviser considers each of the primary investment factors (momentum, macroeconomic data, fundamental value, and term structure) when constructing the Fund’s portfolio. Over time, the Fund seeks to capture most of the upside participation in the asset classes through long positions, while limiting the downside exposure through short positions. The owner of a long position in an Instrument will benefit from an increase in the price of the underlying instrument. The owner of a short position in an Instrument will benefit from a decrease in the price of the underlying instrument. The Adviser will generally seek to allocate among instruments and asset classes in such a way that it enhances the risk-adjusted return relative to a long-only allocation. The Adviser expects this approach will reduce volatility and drawdowns while capturing the majority of the upside of the underlying markets.
Volatility is statistical measurement of the dispersion of returns of an asset, as measured by the annualized standard deviation of its returns. The Adviser expects that the Fund’s annualized volatility will typically be lower than a long-only allocation, but the Fund’s actual volatility level certain periods may be materially higher or lower depending on market conditions. Higher volatility generally indicates higher risk. The Adviser generally expects that the Fund’s performance will have a low correlation to the performance of global equity, fixed income, currency, and commodity markets over any given market cycle, but the Fund’s performance may correlate to the performance of any one or more of those markets over short-term periods.
During stressed or abnormal market conditions, including periods when the Adviser believes it is prudent to take a temporary defensive position, the Fund will reduce its exposure to certainly asset classes significantly, including eliminating the asset class from the portfolio. The Fund defines stressed or abnormal market conditions as a significant drop in the price of the underlying assets over a short trading period. The targeted risk at any given point in time can vary based on a number of factors, including the Adviser’s systematic tactical views. The desired overall risk level of the Fund may be increased or decreased by the Adviser, subject to the Adviser’s risk controls which may result in the Adviser’s targeted risk level not being achieved in certain circumstances.
Prospectus | October 19, 202227
Derivatives and Instruments
In seeking to achieve its investment objective, the Fund will enter into both long and short positions using derivative instruments such as futures, forwards, options, and swaps, including equity index futures, swaps on equity index futures, equity swaps and options on equity indices, fixed income futures, bond and interest rate futures, and credit default index swaps (collectively, “Derivatives”). Futures and forward contracts are contractual agreements to buy or sell a particular currency, commodity, or financial instrument at a pre-determined price in the future.
The Fund may also invest in fixed incomes securities, including U.S. Government securities, U.S. Government agency securities (including inflation-linked bonds, such as Treasury Inflation-Protected Securities (“TIPS”)), short-term fixed income securities, overnight or fixed-term repurchase agreements, money market fund shares corporate bonds, exchange-traded funds (“ETFs”) and exchange-traded notes (“ETNs”), foreign government bonds, and repurchase (“repo”) and reverse repo agreements. (collectively with Derivatives, the “Instruments”). Under a repo agreement the Fund buys securities that the seller has agreed to buy back at a specified time and at a set price. Under a reverse repo agreement, the Fund sells securities to another party and agrees to repurchase them at a particular date and price. Leverage may be created when the Fund enters into reverse repo agreements.
The Fund may invest in Instruments listed on U.S. or non-U.S. exchanges, some of which could be denominated in currencies other than the U.S. dollar. Although the Fund is not required to hedge against changes in currency values, the Fund expects to hedge its non-U.S. currency exposure. The Fund may invest in or have exposure to issuers of any size. The Fund may invest in or have exposure to U.S. or non-U.S. issuers. The Fund will either invest directly in the Instruments or indirectly by investing in the Subsidiary (as described below) that invests in the Instruments.
The Fund’s use of Derivatives will have the economic effect of financial leverage. Leverage will magnify exposure to the movements in prices of an asset class underlying a Derivative, which will result in increased volatility. This means the Fund will have the potential for greater gains, as well as the potential for greater losses, than if the Fund did not use Derivatives that have a leveraging effect. For example, if the Adviser seeks to gain enhanced exposure to a specific asset class through a Derivative providing leveraged exposure to the class and that Derivative increases in value, the gain to the Fund will be magnified. If that investment decreases in value, however, the loss to the Fund will be magnified. As a result of the Fund’s strategy, the Fund may have highly leveraged exposure to one or more asset classes at times. A decline in the Fund’s assets due to losses magnified by the Derivatives providing leveraged exposure may require the Fund to liquidate portfolio positions to satisfy its obligations, to meet redemption requests or to meet asset segregation requirements when it may not be advantageous to do so. While the Fund normally does not engage in any direct borrowing, leverage is implicit in the futures and other derivatives it trades. There is no assurance that the Fund’s use of Derivatives providing enhanced exposure will enable the Fund to achieve its investment objective. The 1940 Act and the rules and interpretations thereunder impose certain limitations on the Fund’s ability to use leverage.
The Fund intends to make investments through a wholly-owned and controlled subsidiary of the Fund (the “Subsidiary”), and may invest up to 25% of its total assets in the Subsidiary. The Subsidiary is organized under the laws of the Cayman Islands as an exempted company. Generally, the Subsidiary will invest primarily in Derivatives and other investments intended to serve as margin or collateral for the Subsidiary’s Derivative positions. The Fund will invest in the Subsidiary to gain exposure to
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IDX Commodity Opportunities Fund
the commodities markets within the limitations of the federal tax laws, rules, and regulations that apply to registered investment companies. Unlike the Fund, the Subsidiary may invest without limitation in commodity-linked derivatives, however, the Subsidiary will comply with the same 1940 Act asset coverage requirements with respect to its investments in commodity-linked derivatives that are applicable to the Fund’s transactions in derivatives. In addition, the Fund and the Subsidiary will be subject to the same fundamental investment restrictions on a consolidated basis and, to the extent applicable to the investment activities of the Subsidiary, the Subsidiary will follow the same compliance policies and procedures as the Fund. Unlike the Fund, the Subsidiary will not seek to qualify as a regulated investment company under Subchapter M of the Code. The Fund is the sole shareholder of the Subsidiary and does not expect shares of the Subsidiary to be offered or sold to other investors.
Commodity Investments
The Fund pursues its investment objective by allocating assets among various commodity sectors (including agricultural, energy, livestock, softs (e.g., non-grain agricultural products such as coffee, sugar, cocoa, etc.) and precious and base metals). Commodities are assets that have tangible properties, such as oil, metals, and agricultural products. The Fund will obtain exposure to commodity sectors by investing in commodity-linked Derivatives, directly or through the Subsidiary, not through direct investments in physical commodities.
The Fund will have some level of investment in most commodity sectors. In allocating assets among commodity sectors, the Adviser will employ a risk-managed approach that seeks to balance the allocation of risk (as measured by proprietary and established measures of risk such as annualized standard deviation) across the commodity contracts over time.
The Adviser uses its proprietary quantitative model to statistically gauge the strength of price trends in commodities. The model uses publicly available daily price information to evaluate various measures of momentum and determine appropriate allocations. The model seeks to distinguish between three expected risk/return environments: unfavorable, favorable, and very favorable.
The Adviser will also use its models to manage the allocation of investments across commodity sectors based on the Adviser’s assessment of the risk associated with the commodity sector, its investment, and the Adviser’s assessment of prevailing market conditions. Shifts in allocations among and within commodity sectors or Instruments will be determined in accordance with various quantitative signals based upon the Adviser’s research, that rely on the evaluation of technical and fundamental indicators, such as trends in historical prices, spreads between futures’ prices of differing expiration dates, supply/demand data, momentum, and macroeconomic data of commodity consuming countries.
The Fund is actively managed and has the flexibility to over- or underweight commodity sectors, at the Adviser’s discretion, to achieve the Fund’s objective. There is no stated limit on the percentage of assets the Fund can invest in any one commodity sector, and at times the Fund may focus on a small number of commodity sectors.
Equity Investments
The Fund may invest directly or indirectly in equity securities of commodity-related companies whose operations relate to commodities, natural resources, energy, real estate or other “hard assets,” and companies that provide services or have exposure to such businesses. These companies include companies engaged in the exploration, ownership, production, refinement, processing,
Prospectus | October 19, 202229
transportation, distribution or marketing of commodities and that use commodities extensively in their products and companies that provide technology and services to commodity-related companies. This includes companies that are engaged in businesses such as integrated oil, oil and gas exploration and production, energy services and technology, chemicals and oil products, coal and other consumable fuel, gold and precious metals, metals and minerals, forest products, agricultural chemicals and services, farm land, alternative energy sources, environmental services and agricultural products (including crop growers, owners of plantations, and companies that produce and process foods), as well as related transportation companies, equipment manufacturers, service providers and engineering, procurement and construction. companies. The Fund can invest in both U.S. and foreign companies of any size, including issuers from emerging markets. While the Fund can hold equity securities such as common stocks, preferred stocks, convertible securities, warrants, depositary receipts, and other instruments whose price is linked to the value of common stock, the Fund will gain most of its equity exposure through ETFs.
Fixed Income Investments
A significant portion of the assets of the Fund may be invested directly or indirectly in investment-grade fixed-income securities and cash and cash equivalents with one year or less term to maturity and an average portfolio duration of one year or less. The Fund defines “investment-grade” as fixed income securities being rated no lower than the A category by Standard & Poor’s Ratings Group, Moody’s Investors Service, or Fitch Ratings, Inc. The fixed income portion of the Fund is intended to provide liquidity and preserve capital, and to serve as margin or collateral for the Fund’s or Subsidiary’s derivative positions. These cash or cash equivalent holdings also serve as collateral for the positions the Fund takes and earn income for the Fund. The Adviser seeks to develop an appropriate fixed income portfolio by considering the differences in yields among securities of different maturities, market sectors and issuers.
Additional Portfolio Information
The Fund generally does not intend to close out, sell, or redeem its Instruments except (i) to meet redemptions or (ii) when an Instrument is nearing expiration, at which point the Fund will generally sell it and use the proceeds to buy another Instrument with a later expiration date to maintain its commodities exposure. This is commonly referred to as “rolling.”
The Fund’s strategy engages in frequent portfolio trading which may result in a higher portfolio turnover rate than a fund with less frequent trading, and correspondingly greater transactional expenses, which are borne by the Fund and its shareholders, and may have adverse tax consequences on them. The Adviser considers the transaction costs associated with trading each Instrument, and takes this into consideration when determining the appropriate frequency for trading. The Fund also employs sophisticated proprietary trading techniques to mitigate trading costs and the execution impact on the Fund.
Temporary Defensive Positions. A Fund may, from time to time, take temporary defensive positions that are inconsistent with the Fund’s principal investment strategies to respond to adverse market, economic, political, or other conditions. During such an unusual set of circumstances, the Fund may hold up to 100% of its portfolio in cash or cash equivalent positions. When the Fund takes a temporary defensive position, the Fund may not be able to achieve its investment objective.
Cash Position. A Fund may not always stay fully invested. For example, when the portfolio manager believes that market conditions are unfavorable for profitable investing, or when he is otherwise unable to locate attractive investment opportunities, the Fund’s cash or similar investments may
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IDX Commodity Opportunities Fund
increase. In other words, cash or similar investments generally are a residual – they represent the assets that remain after the Fund has committed available assets to desirable investment opportunities. When the Fund’s investments in cash or similar investments increase, it may not participate in market advance or declines to the same extent that it would if the Fund remained more fully invested. The Fund may also maintain cash positions to remain in compliance with certain regulations or margin requirements.
General Information Regarding Investing in the Fund. An investment in the Funds should not be considered a complete investment program. Your investment needs will depend largely on your financial resources and individual investment goals and objectives, and you should consult with your financial professional before making an investment in a Fund.
Additional Information Regarding Investment Strategies. Regarding any percentage restriction on investment or use of assets discussed in this prospectus, if such a percentage restriction is adhered to at the time a transaction is affected, a later increase or decrease in such percentage resulting from changes in values of securities or loans or amounts of net assets or security characteristics will not be considered a violation of the restriction. Any such changes in percentages do not require the sale of a security, but the Adviser will consider which action is in the best interest of the Fund and its shareholders, including the sale of the security.
Principal Risks of Investing in the Funds. All investments carry risks and investments in the Funds are no exception. No investment strategy is successful all the time, and past performance is not necessarily indicative of future performance. You may lose money on your investment in the Funds. To help you understand the risks of investing in the Funds, the principal risks of an investment in the Funds are set forth below:
Both Funds
Model and Data Risk – Given the complexity of the strategies of the Fund, the Adviser relies heavily on quantitative models and information and data both proprietary as well as supplied by third parties (“Models and Data”). Models and Data are used to rank investments and provide risk management insights. The use of predictive models has inherent risks. Because predictive models are generally constructed based on historical data supplied by third parties, the success of relying on such models may depend heavily on the accuracy and reliability of the supplied historical data. In addition, there is an inherent risk that the quantitative models used by the adviser will not be successful in forecasting movements in industries, sectors, or companies or in determining the weighting of investment positions that will enable the Fund to achieve its investment objective.
Market and Volatility Risk – The prices of Derivatives and commodities have historically been highly volatile. The value of the Fund’s investments in Derivatives and other Instruments that provide exposure to commodities and other asset classes could decline significantly and without warning, including to zero. If you are not prepared to accept significant and unexpected changes in the value of the Fund and the possibility that you could lose your entire investment in the Fund you should not invest in the Fund.
Subsidiary Risk – By investing in the Subsidiary, the Fund is indirectly exposed to the risks associated with the Subsidiary’s investments. Although the Subsidiary is not registered under the Investment Company Act of 1940, as amended (the “1940 Act”), it will provide investors with the same 1940 Act protections provided by the Fund.
Prospectus | October 19, 202231
Counterparty Risk — Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives and repurchase agreements involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund’s ability to access such collateral, the value of an investment in the Fund may decline. The counterparty to a listed futures contract is the derivatives clearing organization for the listed future. The listed future is held through an FCM acting on behalf of the Fund. Consequently, the counterparty risk on a listed futures contract is the creditworthiness of the FCM and the exchange’s clearing corporation.
Active Management Risk — The Fund is actively managed, and its performance reflects the investment decisions that the Adviser makes for the Fund. The Adviser’s judgements about the Fund’s investments may prove to be incorrect. If the investments selected and strategies employed by the Fund fail to produce the intended results, the Fund could underperform or have negative returns as compared to other funds with a similar investment objective and/ or strategies.
Portfolio Turnover Risk — The Fund may incur high portfolio turnover to manage the Fund’s investment exposure. Additionally, active trading of the Fund’s shares may cause more frequent purchase and sales activities that could, in certain circumstances, increase the number of portfolio transactions. High levels of portfolio transactions increase brokerage and other transaction costs and may result in increased taxable capital gains. Each of these factors could have a negative impact on the performance of the Fund.
Tax Risk — In order to qualify for the special tax treatment accorded a regulated investment company (“RIC”) and its shareholders, the Fund must derive at least 90% of its gross income for each taxable year from “qualifying income,” meet certain asset diversification tests at the end of each taxable quarter, and meet annual distribution requirements. The Fund’s pursuit of its investment strategies will potentially be limited by the Fund’s intention to qualify for such treatment and could adversely affect the Fund’s ability to so qualify. The Fund can make certain investments, the treatment of which for these purposes is unclear. If, in any year, the Fund were to fail to qualify for the special tax treatment accorded a RIC and its shareholders, and were ineligible to or were not to cure such failure, the Fund would be taxed in the same manner as an ordinary corporation subject to U.S. federal income tax on all its income at the fund level. The resulting taxes could substantially reduce the Fund’s net assets and the amount of income available for distribution. In addition, to requalify for taxation as a RIC, the Fund could be required to recognize unrealized gains, pay substantial taxes and interest, and make certain distributions.
Non-Diversification Risk – The Fund is classified as “non- diversified” under the Investment Company Act of 1940, as amended (“1940 Act”). This means it can invest a relatively high percentage of its assets in the assets of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund’s volatility and increase the risk that the Fund’s performance will decline based on the performance of a single issuer or the credit of a single counterparty. A non-diversified fund’s greater investment in a single issuer or asset type (such as bitcoin futures) makes the Fund more susceptible to financial, economic, and market events impacting such issuer or asset type. For the Fund’s portfolio, a decline in the value of bitcoin futures will have a greater negative effect than a similar decline or default by a single security in a diversified portfolio.
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IDX Commodity Opportunities Fund
ETF Risk – The Fund may invest in ETFs as part of its principal investment strategies. ETFs are subject to investment advisory and other expenses, which will be indirectly paid by a Fund. As a result, your cost of investing in a Fund will be higher than the cost of investing directly in ETFs and may be higher than other mutual funds that do not invest in such investments. ETFs are listed on national stock exchanges and are traded like stocks listed on an exchange. The market price for a Fund’s shares may deviate from a Fund’s net asset value, particularly during times of market stress, with the result that investors may pay significantly more or receive significantly less for Fund shares than the Fund’s net asset value, which is reflected in the bid and ask price for Fund shares or in the closing price.
•Tracking Risk – ETFs in which the Fund invests will not be able to replicate exactly the performance of any indices or prices they track because the total return generated by the securities will be reduced by transaction costs incurred in adjusting the actual balance of the securities or derivatives. In addition, the index-tracking ETFs will incur expenses not incurred by their applicable indices. Certain securities comprising an index may, from time to time, temporarily be unavailable, which may further impede the security’s ability to track an index.
Bitcoin Fund Only
Bitcoin and bitcoin futures contracts are a relatively new asset class and are subject to unique and substantial risks, including the risk that the value of the Fund’s investments could decline rapidly, including to zero. Bitcoin and bitcoin futures contracts have historically been more volatile than traditional asset classes. You should be prepared to lose your entire investment.
Generally, the Fund will be subject to the following additional risks:
Bitcoin Risk – Bitcoin is a relatively new financial innovation and the market for bitcoin is subject to rapid price swings, changes, and uncertainty. The further development of the Bitcoin Network and the acceptance and use of bitcoin are subject to a variety of factors that are difficult to evaluate. The slowing, stopping, or reversing of the development of the Bitcoin Network or the acceptance of bitcoin may adversely affect the price of bitcoin. Bitcoin is subject to the risk of fraud, theft, manipulation, or security failures, operational or other problems that impact bitcoin trading venues. Additionally, if one or a coordinated group of miners were to gain control of 51% of the Bitcoin Network, they would have the ability to manipulate transactions, halt payments and fraudulently obtain bitcoin. A significant portion of bitcoin is held by a small number of holders sometimes referred to as “whales”. These holders can manipulate the price of bitcoin. Unlike the exchanges for more traditional assets, such as equity securities and futures contracts, bitcoin and bitcoin trading venues are largely unregulated. As a result of the lack of regulation, individuals or groups may engage in fraud or market manipulation and investors may be more exposed to the risk of theft, fraud, and market manipulation than when investing in more traditional asset classes. Over the past several years, several bitcoin trading venues have been closed due to fraud, failure, or security breaches. Investors in bitcoin may have little or no recourse should such theft, fraud or manipulation occur and could suffer significant losses. Legal or regulatory changes may negatively impact the operation of the Bitcoin Network or restrict the use of bitcoin. The realization of any of these risks could result in a decline in the acceptance of bitcoin and consequently a reduction in the value of bitcoin, bitcoin futures, and the Fund. Finally, the creation of a “fork” (as described above) or a substantial giveaway of bitcoin (sometimes referred to as an “air drop”) may result in a significant and unexpected declines in the value of bitcoin, bitcoin futures, and the Fund.
Prospectus | October 19, 202233
Bitcoin Futures Risk – The market for bitcoin futures may be less developed, and potentially less liquid and more volatile, than more established futures markets. While the bitcoin futures market has grown substantially since bitcoin futures commenced trading, there can be no assurance that this growth will continue. Bitcoin futures are subject to collateral requirements and daily limits that may limit the Fund’s ability to achieve the desired exposure. Further, unlike the Fund’s shares or CME bitcoin futures, the trading market for bitcoin is global and always open. There’s risk that the CME bitcoin futures price may not reflect changes to the spot price of bitcoin while the CME is closed. If the Fund is unable to meet its investment objective, the Fund’s returns may be lower than expected. Additionally, these collateral requirements may require the Fund to liquidate its position when it otherwise would not do so.
•Liquidity Risk — The market for the bitcoin futures contracts is still developing and may be subject to periods of illiquidity. During such times it may be difficult or impossible to buy or sell a position at the desired price. Market disruptions or volatility can also make it difficult to find a counterparty willing to transact at a reasonable price and sufficient size. Illiquid markets may cause losses, which could be significant. The large size of the positions which the Fund may acquire increases the risk of illiquidity, may make its positions more difficult to liquidate, and increase the losses incurred while trying to do so.
Futures Market Capacity Risk – If the Fund’s ability to obtain exposure to bitcoin futures contracts consistent with its investment objective is disrupted for any reason including, limited liquidity in the bitcoin futures market, a disruption to the bitcoin futures market, or as a result of margin requirements or position limits imposed by the Fund’s futures commission merchants (“FCMs”), the CME, or the CFTC, the Fund would not achieve its investment objective and may experience significant losses. Currently, the CME has set existing spot position limits of 4,000 contracts and position accountability level of 5,000 contracts in single months outside the spot month (and in all months combined).
•Cost of Futures Investment Risk – When a bitcoin futures contract is nearing expiration, the Fund will generally sell it and use the proceeds to buy a bitcoin futures contract with a later expiration date. This is commonly referred to as “rolling.” The costs associated with rolling bitcoin futures typically are substantially higher than the costs associated with other futures contracts and may have a significant adverse impact on the performance of the Fund. Historically, the annualized cost of rolling has ranged from 6% to 30%.
Investment Strategy Risk – The Fund actively invests in bitcoin futures contracts and other instruments that provide exposure to bitcoin futures. The Fund does not invest directly in or hold bitcoin. The price of bitcoin futures contracts should be expected to differ from the current cash price of bitcoin, which is sometimes referred to as the “spot” price of bitcoin. Consequently, the performance of the Fund should be expected to perform differently from the spot price of bitcoin. These differences could be significant.
•Investment Capacity Risk – The Adviser may, in its sole discretion and without prior notice, limit or reject purchases of Fund shares. This is often referred to as “closing” the Fund. The Adviser may re-open the Fund in its sole discretion and without prior notice.
Canadian ETF Risk – Canadian ETFs that provide exposure to bitcoin are subject to many of the same risks as a direct investment in bitcoin. The market value of ETF shares may differ from their NAV. This difference in price may be because the supply and demand in the market for ETF shares at any point
34(216) 329-4271 | www.idx-funds.com
IDX Commodity Opportunities Fund
in time is not always identical to the supply and demand in the market for the underlying holdings. Accordingly, shares of these ETFs may trade at a premium or discount from the value of their underlying investments, may become illiquid, may or may not be correlated with the price of bitcoin or bitcoin futures contracts, and may be highly volatile. If the Fund invests in an ETF, the Fund’s shareholders will indirectly bear the Fund’s proportionate share of the fees and expenses paid by that ETF, in addition to the Fund’s own fees and expenses. In addition, Canadian ETFs are not regulated under the 1940 Act, the Securities Act of 1933, as amended, or any other U.S. federal or state securities laws. Therefore, the Fund’s investments in these vehicles will not benefit from the protections and restrictions of such laws.
Risks Associated with the Use of Derivatives — Investing in derivatives, including bitcoin futures contracts, may be considered aggressive and may expose the Fund to significant risks. These risks include counterparty risk and liquidity risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested.
Valuation Risk — In certain circumstances (e.g., if the Adviser believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), the Adviser may, in its sole discretion, choose to determine a fair value price as the basis for determining the market value of such investment for such day, subject to the policies and procedures adopted by the Board of Trustees (the “Board”). The fair value of an investment determined by the Adviser may be different from other value determinations of the same investment. Portfolio investments that are valued using techniques other than market quotations, including “fair valued” investments, may be subject to greater fluctuation in their value from one day to the next than would be the case if market quotations were used. In addition, there is no assurance that the Fund could sell a portfolio investment for the value established for it at any time, and it is possible that the Fund would incur a loss because a portfolio investment is sold at a discount to its established value. The fair value of the Fund’s bitcoin futures may be determined by reference, in whole or in part, to the cash market in bitcoin. These circumstances may be more likely to occur with respect to bitcoin futures than with respect to futures on more traditional assets.
If the CME halts trading on CME Bitcoin Futures, the Fund intends to take a two-pronged approach to value the holdings:
•For CME comparison:
•Review the spot price at market close versus the CME price for the previous 10 days.
•Determine the average 10 days premium or discount compared to spot price using Coinbase for pricing.
•Apply the average premium or discount to the current close date Coinbase spot price to get an estimated CME price.
•For Market Comparison:
•Review the price of similar contracts on the three largest foreign exchanges in terms of open interest on bitcoin futures (currently Binance, FTX, and Bybit).
Prospectus | October 19, 202235
•Determine the value weighted average pricing by multiplying price at each exchange times the volume on that exchange. The sum from the three exchanges will be divided by the total number of contracts outstanding on those exchanges to determine an average price.
•Apply the value weighted average price per contract to the contracts held by the Fund.
The comparison of these two approaches will be discussed between the Adviser and the Administrator, and, if needed, the Fund’s Fair Value Committee. Should there be a material divergence between the two calculations, the Adviser will recommend a fair valuation given the facts and circumstances surrounding the halt, or a combination of the two approaches if that yields a more equitable value. The Adviser will notify the Fair Value Committee regarding the Adviser’s fair value determination. The Fair Value Committee will then determine the final price pursuant to the policies and procedures adopted by the Board.
Commodity Fund Only
Commodities Risk – Exposure to the commodities markets may subject the Fund to greater volatility than investments in traditional securities. The value of commodity-linked derivative investments may be affected by changes in overall market movements, commodity index volatility, changes in interest rates, or factors affecting a particular industry or commodity, such as drought, floods, weather, embargoes, tariffs, and international economic, political, and regulatory developments. Additionally, the Fund may gain exposure to the commodities markets through investments in exchange- traded products, the value of which may be influenced by, among other things, time to maturity, level of supply and demand for the product, volatility, and lack of liquidity in underlying markets, the performance of the reference instrument, changes in the issuer’s credit rating and economic, legal, political or geographic events that affect the reference instrument.
Derivatives Risk – In general, a derivative instrument typically involves leverage (i.e., it provides exposure to potential gain or loss from a change in the level of the market price of the underlying commodity, security, currency, or a basket or index of such investments) in a notional amount that exceeds the amount of cash or assets required to establish or maintain the derivative instrument. Adverse changes in the value or level of the underlying asset or index, which the Fund may not directly own, can result in a loss to the Fund substantially greater than the amount invested in the derivative itself. The use of derivative instruments also exposes the Fund to additional risks and transaction costs. These instruments come in many varieties and have a wide range of potential risks and rewards, and may include futures contracts, forward contracts, options, and swaps. A risk of the Fund’s use of derivatives is that the fluctuations in their values may not correlate perfectly with the overall commodities markets. Additionally, to the extent the Fund is required to segregate or “set aside” liquid assets or otherwise cover open positions with respect to certain derivative instruments, the Fund may be required to sell portfolio instruments to meet these asset segregation requirements. There is a possibility that segregation involving a large percentage of the Fund’s assets could impede portfolio management or the Fund’s ability to meet redemption requests or other current obligations.
•Forward and Futures Contract Risk: The successful use of forward and futures contracts draws upon the Adviser’s skill and experience with respect to such instruments and is subject to special risk considerations. The primary risks associated with the use of forward and futures contracts, which may adversely affect the Fund’s NAV and total return, are (a) the imperfect correlation between the change in market value of the instruments held by the Fund and the price of the forward or futures contract; (b) possible lack of a liquid
36(216) 329-4271 | www.idx-funds.com
IDX Commodity Opportunities Fund
secondary market for a forward or futures contract and the resulting inability to close a forward or futures contract when desired; (c) losses caused by unanticipated market movements, which are potentially unlimited; (d) the Adviser’s inability to predict correctly the direction of securities prices, interest rates, currency exchange rates and other economic factors; (e) the possibility that the counterparty will default in the performance of its obligations; and (f) if the Fund has insufficient cash, it may have to sell securities from its portfolio to meet daily variation margin requirements, and the Fund may have to sell securities at a time when it may be disadvantageous to do so.
•Options Risk: An option is an agreement that, for a premium payment or fee, gives the option holder (the purchaser) the right but not the obligation to buy (a “call option”) or sell (a “put option”) the underlying asset (or settle for cash an amount based on an underlying asset, rate, or index) at a specified price (the “exercise price”) during a period of time or on a specified date. Investments in options are considered speculative. When the Fund purchases an option, it may lose the premium paid for it if the price of the underlying security or other assets decreased or remained the same (in the case of a call option) or increased or remained the same (in the case of a put option). If a put or call option purchased by the Fund were permitted to expire without being sold or exercised, its premium would represent a loss to the Fund.
•Repurchase Agreements Risk: The Fund may invest in repurchase agreements. When entering into a repurchase agreement, the Fund essentially makes a short-term loan to a qualified bank or broker-dealer. The Fund buys securities that the seller has agreed to buy back at a specified time and at a set price that includes interest. There is a risk that the seller will be unable to buy back the securities at the time required and the Fund could experience delays in recovering amounts owed to it.
•Reverse Repurchase Agreements Risk: Reverse repurchase agreements involve the sale of securities held by the Fund with an agreement to repurchase the securities at an agreed-upon price, date, and interest payment. Reverse repurchase agreements involve the risk that the other party may fail to return the securities in a timely manner or at all. The Fund could lose money if it is unable to recover the securities and the value of the collateral held by the Fund, including the value of the investments made with cash collateral, is less than the value of securities. These events could also trigger adverse tax consequences to the Fund. Furthermore, reverse repurchase agreements involve the risks that (i) the interest income earned in the investment of the proceeds will be less than the interest expense, (ii) the market value of the securities retained in lieu of sale by the Fund may decline below the price of the securities the Fund has sold but is obligated to repurchase, and (iii) the market value of the securities sold will decline below the price at which the Fund is required to repurchase them. In addition, the use of reverse repurchase agreements may be regarded as leveraging.
•Short Selling Risk. If a security sold short or other instrument increases in price, the Fund may have to cover its short position at a higher price than the short sale price, resulting in a loss. Because losses on short sales arise from increases in the value of the security sold short, such losses are theoretically unlimited. The Fund may not be able to successfully implement its short sale strategy due to limited availability of desired securities or for other reasons.
Prospectus | October 19, 202237
•Swap Risk. Swaps are subject to tracking risk because they may not be perfect substitutes for the instruments they are intended to hedge or replace. Over the counter swaps are subject to counterparty default. Leverage inherent in derivatives will tend to magnify the Fund’s losses.
Leverage Risk: As part of the Fund’s principal investment strategy, the Fund will make investments in Derivatives and other Instruments that provide the economic effect of financial leverage by creating additional investment exposure to the underlying instrument, as well as the potential for greater loss. If the Fund uses leverage through activities such as purchasing Derivatives and other Instruments, the Fund has the risk that losses may exceed the net assets of the Fund. The net asset value of the Fund while employing leverage will be more volatile and sensitive to market movements.
Liquidity Risk. Liquidity risk exists when particular investments of the Fund would be difficult to purchase or sell, possibly preventing the Fund from selling such illiquid securities at an advantageous time or price, or possibly requiring the Fund to dispose of other investments at unfavorable times or prices to satisfy its obligations.
Investment Strategy Risk – The Fund actively invests in Derivatives and other Instruments that provide exposure to various asset classes, including commodities. The Fund does not invest directly in or hold commodities. The price of Derivatives should be expected to differ from the current cash price of the underlying commodity, which is sometimes referred to as the “spot” price. Consequently, the performance of the Fund should be expected to perform differently from the spot price of commodities. These differences could be significant.
Valuation Risk — In certain circumstances (e.g., if the Adviser believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), the Adviser may, subject to the policies and procedures established by the Fund’s Board, choose to determine a fair value price as the basis for determining the market value of such investment for such day. The fair value of an investment determined by the Adviser may be different from other value determinations of the same investment. Portfolio investments that are valued using techniques other than market quotations, including “fair valued” investments, may be subject to greater fluctuation in their value from one day to the next than would be the case if market quotations were used. In addition, there is no assurance that the Fund could sell a portfolio investment for the value established for it at any time, and it is possible that the Fund would incur a loss because a portfolio investment is sold at a discount to its established value. The fair value of the Fund’s bitcoin futures may be determined by reference, in whole or in part, to the cash market in bitcoin. These circumstances may be more likely to occur with respect to bitcoin futures than with respect to futures on more traditional assets.
Equity Securities Risk: Common and preferred stocks represent equity ownership in a company. Equity markets are volatile. The price of equity securities will fluctuate and can decline and reduce the value of a portfolio investing in equities. The value of equity securities purchased by the Fund could decline if the financial condition of the companies the Fund invests in declines or if overall market and economic conditions deteriorate. The value of equity securities may also decline due to factors that affect a particular industry or industries, such as labor shortages or an increase in production costs and competitive conditions within an industry. In addition, the value may decline due to general market conditions that are not specifically related to a company or industry, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or generally adverse investor sentiment.
38(216) 329-4271 | www.idx-funds.com
IDX Commodity Opportunities Fund
•Small Cap Securities Risk: Small cap companies may have limited product lines or markets. They may be less financially secure than larger, more established companies. They may depend on a small number of key personnel. If a product fails or there are other adverse developments, or if management changes, the Fund’s investment in a small cap or emerging growth company may lose substantial value. In addition, it is more difficult to get information on smaller companies, which tend to be less well known, have shorter operating histories, do not have significant ownership by large investors and are followed by relatively few securities analysts. The securities of small cap companies generally trade in lower volumes and are subject to greater and more unpredictable price changes than larger cap securities or the market. In addition, small cap securities may be particularly sensitive to changes in interest rates, borrowing costs and earnings.
•Mid Cap Securities Risk: The securities of mid cap companies generally trade in lower volumes and are generally subject to greater and less predictable price changes than the securities of larger capitalization companies.
ETN Risk. Because ETNs are unsecured, unsubordinated debt securities, an investment in an ETN exposes the Fund to the risk that an ETN’s issuer may be unable to pay. In addition, the Fund will bear its proportionate share of the fees and expenses of the ETN, which may cause the Fund’s operating expenses to be higher and its performance to be lower.
Emerging Markets Risk: The risks of foreign investments are usually much greater for emerging markets. Investments in emerging markets may be considered speculative. Emerging markets are riskier than more developed markets because they tend to develop unevenly and may never fully develop. They are more likely to experience hyperinflation and currency devaluations, which adversely affect returns to U.S. investors. In addition, many emerging markets have far lower trading volumes and less liquidity than developed markets. Since these markets are often small, they may be more likely to suffer sharp and frequent price changes or long-term price depression because of adverse publicity, investor perceptions or the actions of a few large investors. In addition, traditional measures of investment value used in the United States, such as price to earnings ratios, may not apply to certain small markets. Also, there may be less publicly available information about issuers in emerging markets than would be available about issuers in more developed capital markets, and such issuers may not be subject to accounting, auditing and financial reporting standards and requirements comparable to those to which U.S. companies are subject.
Many emerging markets have histories of political instability and abrupt changes in policies. As a result, their governments are more likely to take actions that are hostile or detrimental to private enterprise or foreign investment than those of more developed countries, including expropriation of assets, confiscatory taxation, high rates of inflation or unfavorable diplomatic developments. In the past, governments of such nations have expropriated substantial amounts of private property, and most claims of the property owners have never been fully settled. There is no assurance that such expropriations will not reoccur. In such an event, it is possible that the Fund could lose the entire value of its investments in the affected market. Some countries have pervasive corruption and crime that may hinder investments. Certain emerging markets may also face other significant internal or external risks, including the risk of war, and ethnic, religious and racial conflicts. In addition, governments in many emerging market countries participate to a significant degree in their economies and securities markets, which may impair investment and economic growth. National policies that may limit the Fund’s investment opportunities include restrictions on investment in issuers or industries deemed sensitive to national interests.
Prospectus | October 19, 202239
Emerging markets may also have different legal systems than the United States or other developed markets, and the existence or possible imposition of exchange controls, custodial restrictions or other foreign or U.S. governmental laws or restrictions applicable to such investments. Sometimes, emerging markets lack or are in the relatively early development of legal structures governing private and foreign investments and private property. Many emerging markets do not have income tax treaties with the United States, and as a result, investments by the Fund may be subject to higher withholding taxes in such countries. In addition, some countries with emerging markets may impose differential capital gains taxes on foreign investors. Practices in relation to settlement of securities transactions in emerging markets involve higher risks than those in developed markets, in part because the Fund will need to use brokers and counterparties that are less well capitalized, and custody and registration of assets in some countries may be unreliable. The possibility of fraud, negligence, undue influence being exerted by the issuer or refusal to recognize ownership exists in some emerging markets, and, along with other factors, could result in ownership registration being completely lost. The Fund would absorb any loss resulting from such registration problems and may have no successful claim for compensation. In addition, communications between the United States and emerging market countries may be unreliable, increasing the risk of delayed settlements or losses of security certificates.
Other Investments and Risks for the Funds. The Funds may invest in other types of securities and use a variety of investment techniques and strategies which are not described in this prospectus. These securities and techniques may subject the Funds to additional risks. Please review the SAI for more information about the additional types of securities in which the Fund may invest and their associated risks.
•U.S. Government Securities. The Funds may, from time to time, invest in U.S. Government securities. U.S. Government securities are high quality securities issued or guaranteed by the U.S. Treasury or by an agency or instrumentality of the U.S. Government. U.S. Government securities may be backed by the full faith and credit of the U.S. Treasury, the right to borrow from the U.S. Treasury, or the agency or instrumentality issuing or guaranteeing the security.
•Early Close/Late Close/Trading Halt Risk — An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may result in the Funds being unable to trade those and other related financial instruments at all. In these circumstances, the Funds may be unable to rebalance its portfolio, may be unable to accurately price its investments and/or may incur substantial trading losses.
•Cybersecurity Risk. In connection with the increased use of technologies such as the Internet and the dependence on computer systems to perform necessary business functions, the Funds may be susceptible to operational, information security and related risks due to the possibility of cyber-attacks or other incidents. Cyber incidents may result from deliberate attacks or unintentional events. Cyber-attacks include, but are not limited to, infection by computer viruses or other malicious software code, gaining unauthorized access to systems, networks or devices that are used to service the Funds’ operations through hacking or other means for the purpose of misappropriating assets or sensitive information, corrupting data or causing operational disruption. Cyber-attacks may also be carried out in a manner that does not require gaining unauthorized access, such as causing denial-of-service attacks (which can make a website unavailable) on the Fund’s website. In addition, authorized persons could inadvertently or intentionally release confidential or proprietary information stored on the Funds’ systems.
40(216) 329-4271 | www.idx-funds.com
IDX Commodity Opportunities Fund
Cybersecurity failures or breaches by the Funds’ third-party service providers (including, but not limited to, the adviser, distributor, custodian, transfer agent and financial intermediaries) may cause disruptions and impact the service providers’ and the Funds’ business operations, potentially resulting in financial losses, the inability of a Fund’s shareholders to transact business and the Fund to process transactions, inability to calculate the Fund’s net asset values, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs and/or additional compliance costs. The Funds and their shareholders could be negatively impacted because of successful cyber-attacks against, or security breakdowns of, the Funds or their third-party service providers.
The Funds may incur substantial costs to prevent or address cyber incidents in the future. In addition, there is a possibility that certain risks have not been adequately identified or prepared for. Furthermore, the Funds cannot directly control any cybersecurity plans and systems put in place by third party service providers. Cybersecurity risks are also present for issuers of securities in which a Fund invest, which could result in material adverse consequences for such issuers, and may cause a Fund’s investment in such securities to lose value.
•Natural Disaster/Epidemic Risk — Natural or environmental disasters, such as earthquakes, fires, floods, hurricanes, tsunamis and other severe weather-related phenomena generally, and widespread disease, including pandemics and epidemics (for example, the novel coronavirus COVID-19), have been and can be highly disruptive to economies and markets and have recently led, and may continue to lead, to increased market volatility and significant market losses. Such natural disaster and health crises could exacerbate political, social, and economic risks, and result in significant breakdowns, delays, shutdowns, social isolation, and other disruptions to important global, local, and regional supply chains affected, with potential corresponding results on the operating performance of the Funds and its investments. A climate of uncertainty and panic, including the contagion of infectious viruses or diseases, may adversely affect global, regional, and local economies and reduce the availability of potential investment opportunities, and increases the difficulty of performing due diligence and modeling market conditions, potentially reducing the accuracy of financial projections. Under these circumstances, the Funds may have difficulty achieving its investment objectives which may adversely impact Funds performance. Further, such events can be highly disruptive to economies and markets, significantly disrupt the operations of individual companies (including, but not limited to, the Funds’ investment adviser, third-party service providers, and counterparties), sectors, industries, markets, securities and commodity exchanges, currencies, interest and inflation rates, credit ratings, investor sentiment, and other factors affecting the value of the Funds’ investments. These factors can cause substantial market volatility, exchange trading suspensions and closures, changes in the availability of and the margin requirements for certain instruments, and can impact the ability of the Funds to complete redemptions and otherwise affect Fund performance and trading in the secondary market. A widespread crisis would also affect the global economy in ways that cannot necessarily be foreseen. How long such events will last and whether they will continue or recur cannot be predicted. Impacts from these could have a significant impact on the Funds’ performance, resulting in losses to your investment.
Prospectus | October 19, 202241
•Risk that Current Assumptions and Expectations Could Become Outdated as a Result of Global Economic Shock — The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. was extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Funds to become outdated quickly or inaccurate, resulting in significant losses.
•Operational Risk — The Funds and their service providers and financial intermediaries are subject to operational risks arising from, among other things, human error, systems and technology errors and disruptions, failed or inadequate controls, and fraud. These errors may adversely affect the Fund’s operations, including its ability to execute its investment process, calculate or disseminate its NAV or intraday indicative value in a timely manner, and process creations or redemptions. While the Funds seek to minimize such events through controls and oversight, there may still be failures and the Funds may be unable to recover any damages associated with such failures. These failures may have a material adverse effect on the Funds’ returns. The Funds rely on order information provided by financial intermediaries to determine the net inflows and outflows. As a result, the Funds are subject to operational risks associated with reliance on those financial intermediaries and their data sources. Errors in the order information may result in the purchase or sale of the instruments in which the Funds invests in a manner that may be disadvantageous to the Funds.
Disclosure of Portfolio Holdings. The Funds’ policies and procedures with respect to the disclosure of the Funds’ portfolio securities are described in the Funds’ Statement of Additional Information (“SAI”) and on the Funds’ website at www.idx-funds.com.
42(216) 329-4271 | www.idx-funds.com
MANAGEMENT
Investment Adviser. IDX Advisors, LLC (the “Adviser”), subject to the authority of the Board, is responsible for the overall management and administration of the Funds’ business affairs. The Adviser commenced business operations in April 2019 and is registered with the Securities and Exchange Commission (“SEC”) as an investment adviser. As of December 31, 2021, the Adviser had approximately $32 million in assets under management and an additional $572 million in assets under advisement. The Adviser’s principal address is 2201 E. Camelback Road, Suite 605, Phoenix, AZ 85016. The Adviser is a wholly-owned subsidiary of IDX Global, LLC.
The Adviser has entered into an Investment Advisory Agreement with the Funds (the “Advisory Agreement”) under which the Adviser directs the management of the investments for the Funds, subject to the oversight of the Trust’s Board. Under the Advisory Agreement, the Adviser is to receive a fee from each Fund calculated at the annual rate below, as percentage of the average daily net assets of the Fund.
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Fund
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Management Fee
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Bitcoin Fund
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1.99%
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Commodity Fund
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1.49%
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A discussion regarding the basis for the Trustees’ approval of the Advisory Agreement will be available in the Funds’ annual shareholder report.
The Adviser has entered into an Expense Limitation Agreement with the Funds under which it has agreed to waive or reduce its fees and to assume other expenses (exclusive of interest, borrowing expenses, distribution fees pursuant to Rule 12b-1 Plans, shareholder service fees pursuant to a Shareholder Service Plan, taxes, acquired fund fees and expenses, brokerage fees and commissions, dividend expenses on short sales, litigation expenses, expenditures which are capitalized in accordance with generally accepted accounting principles and, other extraordinary expenses not incurred in the ordinary course of such Fund’s business) of a Fund in an amount that limits “Total Annual Fund Operating Expenses” to not more than 2.49% for the Bitcoin Fund and 1.79% for the Commodity Fund, each through at least November 30, 2023. Subject to approval by the Funds’ Board, any waiver under the Expense Limitation Agreement is subject to repayment by a Fund for a period of three years after such fee waiver or expense reimbursements were incurred, provided that the repayments do not cause Total Annual Fund Operating Expenses (after the repayment is taken into account) to exceed (i) the expense limitation then in effect, if any, and (ii) the expense limitation in effect at the time the expenses to be repaid were incurred. Before November 30, 2023, this agreement may not be modified or terminated without the approval of the Board of Trustees (the “Board”). This agreement will terminate automatically if the Advisory Agreement is terminated.
In addition to the advisory fees described above, the Adviser may also receive certain benefits from its management of the Funds in the form of brokerage or research services received from brokers under arrangements under Section 28(e) of the Securities Exchange Act of 1934, as amended, and the terms of the Advisory Agreement. For a description of these potential benefits, see the description under “Portfolio Transactions and Brokerage Allocation—Brokerage Services” in the SAI.
Prospectus | October 19, 202243
Portfolio Manager. The portfolio managers are primarily responsible for the day-to-day operation of the Funds. Mr. McMillan has served as a portfolio manager for each Fund since its inception. Mr. Myers has served as a portfolio manager of the Commodity Fund since its inception.
More information about the portfolio managers’ compensation, other accounts managed by the portfolio manager and the portfolio managers’ ownership of securities in the Funds are included in the SAI.
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PORTFOLIO MANAGER
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PAST 5 YEARS OF BUSINESS EXPERIENCE
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Ben McMillan
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Mr. McMillan is the Chief Investment Officer and Chief Technology Officer of the Adviser. He is a principal and founder of IDX Advisors, LLC, IDX Insights, LLC, and IDX Digital Assets, LLC. Previously, he was the portfolio manager at Ramsey Quantitative Systems Inc. (RQSI) where he developed and managed the RQSI Small Cap Hedged Equity Fund mutual fund. Prior to that he served as co-portfolio manager (and co-creator) of the Van Eck Long/Short Equity Index Fund since July 2012. Prior to joining Van Eck Global, Mr. McMillan worked at Lyster Watson & Co. where he developed and launched the Lyster Watson Long/Short Equity Replication strategy in 2009. Additionally, between 2007 and 2012, Mr. McMillan served as a co-founder of the cloud-based 13F analytics platform, AlphaStratus, which was acquired by eVestment in 2012. Mr. McMillan holds an MSc in Econometrics from the London School of Economics as well as an MA and BA in Economics from Boston University.
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Joshua Myers
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Mr. Myers is the Director of Research and Head of Trading for the Adviser. Before joining the Adviser, Mr. Myers was an independent quantitative finance researcher. Before going independent, Mr. Myers worked as an Associate at Ramsey Quantitative Systems, Inc., a quantitative investment management firm. Mr. Myers earned a B.A. with a concentration in the Business Scholars Program from Hanover College.
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Board of Trustees. IDX Funds is an open-end management investment company organized as a Delaware statutory trust on May 29, 2015. The Board supervises the operations of the Funds according to applicable state and federal law, and is responsible for the overall management of the Funds’ business affairs.
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CUSTODIAN, ADMINISTRATOR, DISTRIBUTOR AND TRANSFER AGENT
Custodian. U.S. Bank, NA (the “Custodian”) serves as the custodian of the Funds’ securities.
Fund Administrator and Transfer Agent. Gryphon Fund Group, LLC (the “Administrator”) serves as the Funds’ administrator, fund accounting agent, and transfer agent and dividend-disbursing agent. As indicated below under the caption “Investing in the Funds,” the Administrator will handle your orders to purchase and redeem shares of the Funds, and will disburse dividends paid by the Funds.
Distribution of Shares. Foreside Fund Services, LLC (the “Distributor”) serves as the Funds’ principal underwriter. The Distributor may sell the Funds’ shares to or through qualified securities dealers or other approved entities. The Funds offers two classes of shares, Investor Class shares and Institutional Class shares. Institutional Class shares are available only to institutional investors and certain broker-dealers and financial institutions that have entered into appropriate arrangements with the Funds.
Distribution and Services (Rule 12b-1) Plan. The Funds have adopted a separate plan of distribution for its Investor Class shares, pursuant to Rule 12b-1 under the 1940 Act (the “Plan”). The Plan allows each Fund to use Investor Class assets to pay fees in connection with the distribution and marketing of Investor Class shares and/or the provision of shareholder services to Investor Class shareholders. The Plan permits payment for services in connection with the administration of plans or programs that use Investor Class shares of the Funds as their funding medium and for related expenses.
The Plan permits each Fund to make total payments at an annual rate of up to 0.25% of the Fund’s average daily net assets attributable to its Investor Class shares. Because these fees are paid out of a Fund’s Investor Class assets on an ongoing basis, over time they will increase the cost of an investment in Investor Class shares, and the Plan fees may cost an investor more than other types of sales charges.
Under the terms of the Plan, each Fund is authorized to make payments to the Distributor for remittance to financial intermediaries, as compensation for distribution and/or shareholder services performed by such entities for their customers who are investors in the Fund’s Investor Class shares.
Certain Expenses. In addition to the investment advisory fees, each Fund pays all its expenses not assumed by the Adviser, which may include, without limitation, the fees and expenses of its independent accountants and of its legal counsel; the costs of printing and mailing to shareholders annual and semi-annual reports, proxy statements, prospectuses, statements of additional information and supplements thereto; the costs of printing registration statements; bank transaction charges and custodian’s fees; any proxy solicitors’ fees and expenses; filing fees; any federal, state or local income or other taxes; any interest; any membership fees of the Investment Company Institute and similar organizations; fidelity bond and Trustees’ liability insurance premiums; and any extraordinary expenses, such as indemnification payments or damages awarded in litigation or settlements made.
Prospectus | October 19, 202245
INVESTING IN THE FUNDS
Class of Shares. The Funds currently offer two classes of shares: Investor Class and Institutional Class. Each share class of a Fund represents an investment in the same portfolio of securities, but each share class has its own expense structures, allowing you to choose the class that best meets your situation. When you purchase shares of a Fund, you must choose a share class. Factors you should consider in choosing a class of shares include:
•how long you expect to own the shares;
•how much you intend to invest; and
•total expenses associated with owning shares of each class.
With certain exceptions, the Institutional Class shares are typically offered only to those investors that purchase at least the prescribed minimum amount of a Fund. Institutional Class shares are offered directly, via the Transfer Agent or through financial intermediaries. Such intermediaries may seek payment from a Fund or its service providers for the provision of distribution, administrative and/or shareholder retention services. Institutional investors may include, but are not limited to, corporations, retirement plans, public plans, and foundations/endowments.
Each investor’s financial considerations are different. You should speak with your financial advisor to help you decide which share class is best for you. If your financial intermediary offers more than one class of shares, you should carefully consider which class of shares to purchase. Certain classes have higher expenses than other classes, which may lower the return on your investment. You may transfer between classes of the Funds if you meet the minimum investment requirements for the class into which you would like to transfer. Transfers between classes of the Funds are generally not considered a taxable transaction. In general, the Funds are available only to U.S. citizens or residents.
Payments to Financial Intermediaries and Other Arrangements. The Adviser and its affiliates may also make payments for distribution and/or shareholder servicing activities from out of their own resources. The Adviser may also make payments for marketing, promotional or related expenses to financial intermediaries. The amount of these payments is determined by the Adviser and may be substantial. These payments are often referred to as “revenue sharing payments.” In some circumstances, such payments may create an incentive for a financial intermediary or its employees or associated persons to recommend or offer shares of a Fund to you, rather than shares of another mutual fund. Please contact your financial intermediary for details about revenue sharing payments it may receive.
Networking, Sub-Accounting and Administrative Fees. Certain financial intermediaries may contract with the Funds, or their designees, to perform certain networking, recordkeeping, sub-accounting or administrative services for shareholders of the Funds. In consideration for providing these services, the financial intermediaries will receive compensation, which is typically paid by the Funds. Any such payment by a Fund to a financial intermediary for networking, recordkeeping, sub-accounting and/or administrative services are in addition to any 12b-1 related services provided to shareholders. For accounts sold through financial intermediaries, it is the primary responsibility of the financial intermediary to ensure compliance with investment minimums. Both Investor and Institutional Class shares pay an annual shareholder services fee of up to 0.15% of average daily net assets attributable to those share classes for shareholder servicing expenses under the Trust’s Shareholder Service Plan.
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Minimum Initial Investment. The Funds shares are sold and redeemed at net asset value. Shares may be purchased by any account managed by the Adviser and any other institutional investor or any broker-dealer authorized to sell shares in the Funds. The minimum investment for the Investor Class is $1,000 for each account. The minimum investment for the Institutional Class is $10,000. The Funds may, in the Adviser’s sole discretion, accept accounts with less than the minimum investment. Additionally, the minimum initial investment requirement may be waived or reduced for wrap programs and certain qualified retirement plans (excluding IRAs) sponsored by financial service firms that have entered into appropriate arrangements with the Funds, or otherwise by the Adviser in its sole discretion.
Pricing of Shares. The price at which you purchase or redeem shares is based on the next calculation of net asset value after an order is received in good form. An order is in good form if it includes a complete application and payment in full of the purchase amount. A share class’s net asset value is calculated by dividing the value of a share class’s total assets, less liabilities (including shares class expenses, which are accrued daily), by the total number of outstanding shares of each share class. The net asset value per share class is normally determined at the time regular trading closes on the NYSE, currently 4:00 p.m. Eastern time, Monday through Friday, except when the NYSE closes earlier. The Funds do not calculate share class’s net asset value on business holidays when the NYSE is closed.
The valuation of portfolio securities is determined in accordance with procedures established by, and under the direction of, the Trustees. In determining the value of a Fund’s total assets, portfolio securities are generally calculated at market value by quotations from the primary market in which they are traded. Instruments with maturities of 60 days or less are valued at amortized cost, which approximates market value. The Funds normally use pricing services to obtain market quotations. Securities and assets for which representative market quotations are not readily available or that cannot be accurately valued using the Funds’ normal pricing procedures are valued at fair value as determined in good faith under policies approved by the Trustees. Fair value pricing may be used, for example, in situations where (i) a portfolio security, such as a small-cap stock, is so thinly traded that there have been no transactions for that stock over an extended period of time or the validity of a market quotation received is questionable; (ii) the exchange on which the portfolio security is principally traded closes early; (iii) trading of the particular portfolio security is halted; (iv) the security is a restricted security not registered under federal securities laws purchased through a private placement not eligible for resale; or (v) the security is purchased on a foreign exchange.
Pursuant to policies adopted by the Board, the Adviser is responsible for notifying the Board when it believes that fair value pricing is required for a particular security. The Funds’ policies regarding fair value pricing are intended to result in a calculation of a Fund’s net asset value that fairly reflects portfolio security values as of the time of pricing. A portfolio security’s fair value price may differ from the price next available for that portfolio security using the Funds’ normal pricing procedure, and may differ substantially from the price at which the portfolio security may be traded or sold. If such fair value price differs from the price that would have been determined using the Funds’ normal pricing procedures, a shareholder may receive more or less proceeds or shares from redemptions or purchases of Fund shares, respectively, than a shareholder would have otherwise received if the portfolio security was priced using the Funds’ normal pricing procedures. The performance of a Fund may also be affected if a portfolio security’s fair value price were to differ from the security’s price using the Funds’ normal pricing procedures. The Trustees monitor and evaluate the Funds’ use of fair value pricing.
Prospectus | October 19, 202247
Other Matters. Purchases and redemptions of shares by the same shareholder on the same day will be netted for each Fund. All redemption requests will be processed and payment with respect thereto will normally be made within seven days after tender. The Funds may suspend redemption, if permitted by the 1940 Act, for any period during which the NYSE is closed or during which trading is restricted by the SEC or if the SEC declares that an emergency exists. Redemptions may also be suspended during other periods permitted by the SEC for the protection of the Funds’ shareholders. Additionally, during drastic economic and market changes, telephone redemption privileges may be difficult to implement. Also, if the Board determine that it would be detrimental to the best interest of a Fund’s remaining shareholders to make payment in cash, the Fund may pay redemption proceeds in whole or in part by a distribution-in-kind of readily marketable securities.
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PURCHASING SHARES
Opening a New Account. To open an account with a Fund, take the following steps:
(1)Complete an Account Application. Be sure to indicate the type of account you wish to open, the amount of money you wish to invest, and which class of shares you wish to purchase. If you do not indicate which class you wish to purchase, your purchase will be invested in Investor Class shares. The application must contain your name, date of birth, address, and Social Security Number (“SSN”) or Taxpayer Identification Number (“TIN”). If you have applied for a SSN or TIN prior to completing your account application but you have not received your number, please indicate this on the application and include a copy of the form applying for the SSN or TIN. Taxes are not withheld from distributions to U.S. investors if certain IRS requirements regarding the SSN or TIN are met.
(2)Write
a check or prepare a money order from a U.S. financial institution and payable in U.S. dollars. For regular mail orders, mail your completed
application along with your check or money order made payable to the name of the Fund in which you are investing to:
[Name of Fund]
c/o Gryphon Fund Group
3900 Park East Drive, #200
Beachwood, OH 44122
If checks are returned due to insufficient funds or other reasons, the purchase order will not be accepted. The Fund will charge the prospective investor a $20 fee for cancelled checks and may redeem Shares of the Fund already owned by the prospective investor or another identically registered account for such fee. The prospective investor will also be responsible for any losses or expenses incurred by a Fund or the Transfer Agent in connection with any cancelled check.
Bank Wire Purchases. Purchases may also be made through bank wire orders. To establish a new account or add to an existing account by wire, please call 216-329-4271 for instructions.
Additional Investments. You may add to your account by mail or wire at any time by purchasing shares at the then current public offering price. There is no subsequent investment minimum. Before adding funds by bank wire, please call the Funds at 216-329-4271 and follow the above directions for bank wire purchases. Please note that in most circumstances, there will be a bank charge for wire purchases. Mail orders should include, if possible, the “Invest by Mail” stub that is attached to your confirmation statement. Otherwise, please identify your account in a letter accompanying your purchase payment. The Funds may, at the Adviser’s sole discretion, accept additional investments for less than the minimum additional investment.
Automatic Investment Plan. Shareholders who have met a Fund’s minimum investment criteria may participate in the Fund’s automatic investment plans. The automatic investment plan enables shareholders to make regular monthly or quarterly investments in Investor Class shares or Institutional Class shares through automatic charges to shareholders’ checking account. With shareholder authorization and bank approval, the Funds will automatically charge the shareholder’s checking account for the amount specified, which will automatically be invested in the type of shares that the shareholder holds in his or her account (Investor Class shares or Institutional Class shares), at the public offering price. The shareholder may change the amount of the investment or discontinue the plan at any time by notifying the Funds in writing.
Prospectus | October 19, 202249
Important Information about Procedures for Opening a New Account. Under the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA Patriot Act of 2001), the Funds are required to obtain, verify, and record information to enable the Funds to form a reasonable belief as to the identity of each customer who opens an account. Consequently, when an investor opens an account, the Funds will ask for, among other things, the investor’s name, street address, date of birth (for an individual), social security or other tax identification number (or proof that the investor has filed for such a number), and other information that will allow the Funds to identify the investor. The Funds may also ask to see the investor’s driver’s license or other identifying documents. An investor’s account application will not be considered “complete” and, therefore, an account will not be opened and the investor’s money will not be invested until the Funds receive this required information. In addition, if after opening the investor’s account, a Fund is unable to verify the investor’s identity after reasonable efforts, as determined by the Fund in its sole discretion, the Fund may (i) restrict redemptions and further investments until the investor’s identity is verified; and (ii) close the investor’s account without notice and return the investor’s redemption proceeds to the investor. If a Fund closes an investor’s account because the Fund was unable to verify the investor’s identity, the Fund will value the account in accordance with its next net asset value calculated after the investor’s account is closed. In that case, the investor’s redemption proceeds may be worth more or less than the investor’s original investment. The Funds will not be responsible for any losses incurred due to their inability to verify the identity of any investor opening an account.
Other Information. In connection with all purchases of Fund shares, we observe the following policies and procedures:
•We price direct purchases based on the next public offering price (net asset value) computed after your order is received. Direct purchase orders received by the Transfer Agent by the close of the regular session of the NYSE (generally 4:00 p.m., Eastern time) are confirmed at that day’s public offering price. Purchase orders received by dealers prior to the close of the regular session of the NYSE on any business day and transmitted to the Transfer Agent on that day are confirmed at the public offering price determined as of the close of the regular session of trading on the NYSE on that day.
•We do not accept third party checks for any investments.
•We may open accounts for less than the minimum investment or change minimum investment requirements at any time.
•We may refuse to accept any purchase request for any reason or no reason.
•We mail you confirmations of all your purchases or redemptions of Fund shares.
•Certificates representing shares are not issued.
The Funds do not consider the U.S. Postal Service or other independent delivery services to be its agent. Therefore, deposit in the mail or with such services, or receipt at the Funds’ post office box, of purchase orders or redemption requests does not constitute receipt by the Funds.
Share Classes. Each Fund offers two classes of shares (Investor Class shares and Institutional Class shares). Investor Class shares are available for purchase by all investors. Institutional Class shares are available only to institutional investors and certain broker dealers and financial institutions that have
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entered into appropriate arrangements with the Funds. Each class represents interests in the same portfolio of investments and has the same rights, but the classes differ with respect to ongoing expenses. The decision as to which share class is more beneficial to you depends on your purchase amount, the length of time you expect to hold your investment and total operating expenses associated with each class.
Investor Class shares and Institutional Class shares of a Fund are sold at net asset value without an initial sales charge so that the full amount of your purchase payment may be immediately invested in the Fund. Investor Class shares are subject to an annual 12b-1 fee of up to 0.25% of s Fund’s average daily net assets allocable to Investor Class shares. Institutional Class shares are available for investment only to institutional investors and certain broker-dealers and financial institutions that have entered into appropriate arrangements with the Fund. These arrangements are generally limited to discretionary managed, asset allocation, eligible retirement plan or wrap products offered by broker-dealers and financial institutions. Shareholders participating in these programs may be charged fees by their broker-dealer or financial institution.
The Fund has adopted a Shareholder Services Plan (the “Shareholder Services Plan”) on behalf of its Investor and Institutional Class shares that allows it to make payments to financial intermediaries and other service providers for shareholder servicing and maintenance of shareholder accounts that are held in omnibus or networked accounts or a similar arrangement with a financial intermediary. These shareholder servicing and maintenance fees may not exceed 0.15% per year of the Fund’s average daily net assets for each Class’s shares and may not be used to pay for any services in connection with the distribution and sale of such shares.
Verification of Shareholder Transaction Statements. You must contact the Funds in writing regarding any errors or discrepancies within 60 days after the date of the statement confirming a transaction. The Funds may deny your ability to refute a transaction if it does not hear from you within 60 days after the confirmation statement date.
Non-Receipt of Purchase Wire/Insufficient Funds Policy. The Funds reserve the right to cancel a purchase if the check or electronic funds transfer does not clear your bank, or if a wire is not received by settlement date. The Funds may charge a fee for insufficient funds and you may be responsible for any fees imposed by your bank and any losses that a Fund may incur because of the canceled purchase.
Prospectus | October 19, 202251
EXCHANGING SHARES
Shares of any class of a Fund may be exchanged for shares of the same class of any other Fund within the Trust managed by the Adviser. You may make exchanges only between identically registered accounts (name(s), address, and TIN).
If an exchange results in opening a new account, you are subject to the applicable minimum investment requirement. All exchanges also are subject to the eligibility requirements of the funds into which you are exchanging. The exchange privilege may be exercised only in those states where shares of such funds may be legally sold. The Funds may also discontinue or modify the exchange privilege on a prospective basis at any time upon notice to shareholders in accordance with applicable law. For federal income tax purposes, an exchange of Fund shares for shares of another Fund is treated as a sale on which gain or loss may be recognized.
If a shareholder no longer meets the eligibility requirements for the shareholder’s current share class, the applicable Fund may, upon notice to the shareholder, convert the shareholder into a share class of the same Fund for which the shareholder is eligible.
Through Your Broker or other Financial Professional
Call your broker or other financial professional. Your broker or other financial professional can assist you in all the steps necessary to exchange shares. Your broker or financial professional may charge you for its services.
By Mail
Write a letter to request an exchange specifying the name of the fund from which you are exchanging, the registered account name(s) and address, the account number, the dollar amount or number of shares to be exchanged and the fund into which you are exchanging.
The request must be signed by all the owners of the shares including the capacity in which they are signing, if appropriate.
Mail your request to:
[Name of Fund]
c/o Gryphon Fund Group
3900 Park East Drive, #200
Beachwood, OH 44122
By Telephone
If you have authorized this service, you may exchange by telephone by calling 216-329-4271.
If you make a telephone exchange request, you must furnish the name of the fund from which you are exchanging, the name and address of record of the registered owner, the account number and TIN, the dollar amount or number of shares to be exchanged, the fund into which you are exchanging, and the name of the person making the request.”
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REDEEMING SHARES
Regular
Mail Redemptions. Regular mail redemption requests should identify the name of the
applicable Fund(s) and be addressed to:
[Name of Fund]
c/o Gryphon Fund Group
3900 Park East Drive, #200
Beachwood, OH 44122
Regular mail redemption requests should include the following:
(1)Your letter of instruction specifying the Fund, account number and number of shares (or the dollar amount) to be redeemed. This request must be signed by all registered shareholders in the exact names in which they are registered;
(2)Any required signature guarantees (see “Medallion Signature Guarantees” below); and
(3)Other supporting legal documents, if required in the case of estates, trusts, guardianships, custodianships, corporations, pension or profit-sharing plans, and other entities.
Except as provided below, your redemption proceeds normally will be sent to you within seven days after receipt of your redemption request. However, the Funds may delay forwarding a redemption check for recently purchased shares while it determines whether the purchase payment will be honored. Such delay (which may take up to 15 calendar days from the date of purchase) may be reduced or avoided if the purchase is made by certified check or wire transfer. In all cases, the net asset value next determined after receipt of the request for redemption will be used in processing the redemption request.
The Funds expect to meet redemption requests through cash holdings or cash equivalents and anticipates using these types of holdings on a regular basis. The Funds expects to pay redemption proceeds for shares redeemed within the following days after receipt by the Transfer Agent of a redemption request in proper form: (i) for payment by check, a Fund expects to mail the check within two business days; and (ii) for payment by wire or automated clearing house (“ACH”), a Fund expects to process the payment within two business days. Payment of redemption proceeds may take up to seven days as permitted under the 1940 Act. Under unusual circumstances as permitted by the SEC, the Funds may suspend the right of redemption or delay payment of redemption proceeds for more than seven days. When shares are purchased by check or through ACH, the proceeds from the redemption of those shares will not be paid until the purchase check or ACH transfer has been converted to federal funds, which could take up to 15 calendar days.
To the extent cash holdings or cash equivalents are not available to meet redemption requests, a Fund will meet redemption requests by either (i) rebalancing its overweight securities or (ii) selling portfolio assets. In addition, if a Fund determines that it would be detrimental to the best interest of the Fund’s remaining shareholders to make payment in cash, the Fund may pay redemption proceeds in whole or in part by a distribution-in-kind of readily marketable securities.
Prospectus | October 19, 202253
Telephone and Bank Wire Redemptions. Unless you specifically decline the telephone transaction privileges on your account application, you may redeem shares of a Fund by calling 216-329-4271. The Funds may rely upon confirmation of redemption requests transmitted via facsimile (Fax# 816-817-3267). The confirmation instructions must include the following:
(1)Name of Fund;
(2)Shareholder name(s) and account number;
(3)Number of shares or dollar amount to be redeemed;
(4)Instructions for transmittal of redemption funds to the shareholder; and
(5)Shareholder(s) signature(s) as it/they appear(s) on the application then on file with the Fund.
You can choose to have redemption proceeds mailed to you at your address of record, your financial institution, or to any other authorized person, or you can have the proceeds sent by wire transfer to your financial institution ($5,000 minimum). The Funds in their discretion may choose to pass through to redeeming shareholders any charges imposed by the Funds’ custodian for wire redemptions. If this cost is passed through to redeeming shareholders by the Funds, the charge will be deducted automatically from your account by redemption of shares in your account. Your bank or brokerage firm may also impose a charge for processing the wire. If wire transfer of funds is impossible or impractical, the redemption proceeds will be sent by mail to the designated account.
Redemption proceeds will only be sent to the financial institution account or person named in your Fund Shares Application currently on file with the Funds. Telephone redemption privileges authorize the Fund to act on telephone instructions from any person representing himself or herself to be the investor and reasonably believed by the Funds to be genuine. The Funds will not be liable for any losses due to fraudulent or unauthorized instructions nor for following telephone instructions provided that the Funds follow reasonable procedures to ensure instructions are genuine.
Minimum Account Size. Due to the relatively high cost of maintaining small accounts, the Funds reserve the right to liquidate a shareholder’s account if, as a result of redemptions or transfers (but not required IRA distributions), the account’s balance falls below the minimum initial investment required for your type of account (see “Minimum Initial Investment” above). The Funds will notify you if your account falls below the required minimum. If your account is not increased to the required level after a 30-day cure period then the Fund may, at its discretion, liquidate the account.
Redemptions In Kind. The Funds expects to satisfy requests by using holdings of cash or cash equivalents or selling portfolio assets. Less often, and if the Adviser believes it is in the best interest of a Fund and its shareholders not to sell portfolio assets, the Fund may satisfy redemption requests by using short-term borrowing from the Fund’s custodian to the extent such arrangements are in place with the custodian. These methods normally will be used during both regular and stressed market conditions. In addition to paying redemption proceeds in cash, the Funds reserves the right to make payment for a redemption in securities rather than cash, which is known as a “redemption in kind.” While the Funds do not intend, under normal circumstances, to redeem their shares by payment in kind, it is possible that conditions may arise in the future which would, in the opinion of the Trustees, make it undesirable for the Funds to pay for all redemptions in cash. In such a case, the Trustees may authorize payment to be made in readily marketable portfolio securities of a Fund.
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Securities delivered in payment of redemptions would be valued at the same value assigned to them in computing a Fund’s net asset value per share. Shareholders receiving them may incur brokerage costs when these securities are sold and will be subject to market risk until such securities are sold. An irrevocable election has been filed under Rule 18f-1 of the 1940 Act, wherein a Fund must pay redemptions in cash, rather than in kind, to any shareholder of record of the Fund who redeems during any 90-day period, the lesser of (a) $250,000 or (b) 1% of the Fund’s net asset value at the beginning of such period. Redemption requests in excess of this limit may be satisfied in cash or in kind at the Fund’s election.
Medallion Signature Guarantees. To protect your account and the Funds from fraud, Medallion Signature Guarantees may be required to be sure that you are the person who has authorized a change in registration or standing instructions for your account. Medallion Signature Guarantees are generally required for (i) change of registration requests; (ii) requests to establish or to change exchange privileges or telephone and bank wire redemption service other than through your initial account application; (iii) transactions where proceeds from redemptions, dividends, or distributions are sent to an address or financial institution differing from the address or financial institution of record; and (iv) redemption requests in excess of $50,000. Medallion Signature Guarantees are acceptable from a member bank of the Federal Reserve System, a savings and loan institution, credit union (if authorized under state law), registered broker-dealer, securities exchange, or association clearing agency and must appear on the written request for change of registration, establishment or change in exchange privileges, or redemption request.
Redemption Fees. Each Fund will redeem your shares at the net asset value next determined after your redemption request is received in proper form. There is no redemption fee charged by the Funds. However, if a shareholder uses the services of a broker-dealer for the redemption, there may be a charge by the broker-dealer to the shareholder for such services. The Funds reserve the right to impose or change redemption fees. If redemption fees are imposed in the future, the Funds reserve the right to waive such redemption fees.
Note: The Funds have the right to suspend or postpone redemptions of shares for any period (i) during which the NYSE or exchange is closed, other than customary weekend and holiday closings; (ii) during which trading on the NYSE or exchange is restricted; or (iii) during which (as determined by the SEC or other regulatory authority by rule or regulation) an emergency exists as a result of which disposal or valuation of portfolio securities is not reasonably practicable, or as otherwise permitted by the SEC or other regulatory authority.
Prospectus | October 19, 202255
ADDITIONAL INFORMATION ABOUT PURCHASES AND REDEMPTIONS
Purchases and Redemptions through Securities Firms. The Funds have authorized one or more brokers to accept purchase and redemption orders on its behalf and such brokers are authorized to designate intermediaries to accept orders on behalf of the Funds. In addition, orders will be deemed to have been received by the Funds when an authorized broker, or broker-authorized designee, accepts the purchase order or receives the redemption order. Orders will be priced at the next calculation of the Funds’ net asset value after the authorized broker or broker-authorized designee receives the orders. Investors may also be charged a fee by a broker or agent if shares are purchased through a broker or agent. The Funds are not responsible for ensuring that a broker carries out its obligations. You should look to the broker through whom you wish to invest for specific instructions on how to purchase or redeem shares of the Funds.
Telephone Purchases by Securities Firms. Brokerage firms that are Financial Industry Regulatory Authority, Inc. (“FINRA”) members may telephone the Transfer Agent at 216-329-4271 and buy shares for investors who have investments in the Funds through the brokerage firm’s account with the Funds. By electing telephone purchase privileges, FINRA member firms, on behalf of themselves and their clients, agree that neither the Funds nor the Transfer Agent shall be liable for following telephone instructions reasonably believed to be genuine. To be sure telephone instructions are genuine, the Funds and their agents send written confirmations of transactions to the broker that initiated the telephone purchase. As a result of these and other policies, the FINRA member firms may bear the risk of any loss in the event of such a transaction. However, if the Transfer Agent fails to follow these established procedures, it may be liable. The Funds may modify or terminate these telephone privileges at any time.
Disruptive Trading and Market Timing. The Funds are not intended for or suitable for market timers, and market timers are discouraged from becoming investors. The ability of new shareholders to establish an account, or for existing shareholders to add to their accounts is subject to modification or limitation if a Fund determines, in its sole opinion, that the shareholder or potential shareholder has engaged in frequent purchases or redemptions that may be indicative of market timing or otherwise disruptive trading (“Disruptive Trading”) which can have harmful effects for other shareholders. These risks and harmful effects include:
•an adverse effect on portfolio management, as determined by the Adviser in its sole discretion, such as causing a Fund to maintain a higher level of cash than would otherwise be the case, or causing the Fund to liquidate investments prematurely; and
•reducing returns to long-term shareholders through increased brokerage and administrative expenses.
You should note that, if a Fund invests in securities of foreign companies that are traded on U.S. exchanges, the Fund may be more susceptible to market timing than mutual funds investing primarily in U.S. companies.
To protect shareholders from Disruptive Trading, the Board has approved certain market timing policies and procedures. Under these market timing policies and procedures, the Fund may monitor trading activity by shareholders and take specific steps to prevent Disruptive Trading. In general, each Fund considers frequent roundtrip transactions in a shareholder account to constitute Disruptive Trading. A “roundtrip transaction” is one where a shareholder buys and then sells, or sells
56(216) 329-4271 | www.idx-funds.com
and then buys shares within 30 days. While there is no specific limit on roundtrip transactions, each Fund reserves the right to (i) refuse any purchase order; and/or (ii) restrict or terminate purchase privileges for shareholders or former shareholders, particularly in cases where a Fund determines that the shareholder or potential shareholder has engaged in more than one roundtrip transaction in the Fund within any rolling 30-day period.
In determining the frequency of roundtrip transactions, the Funds do not include purchases pursuant to dollar cost averaging or other similar programs, and the Funds will not count systematic withdrawals and/or automatic purchases, mandatory retirement distributions, and transactions initiated by a plan sponsor. The Funds will calculate roundtrip transactions at the shareholder level, and may contact a shareholder to request an explanation of any activity that the Fund suspects as Disruptive Trading.
Notwithstanding the foregoing, each Fund may also act if a shareholder’s trading activity (evaluated based on roundtrip trading or otherwise) is deemed Disruptive Trading by the Fund, even if applicable shares are held longer than 30 days. In addition, a Fund may, without prior notice, take whatever action it deems appropriate to comply with or take advantage of any state or federal regulatory requirement. The Funds cannot guarantee that its policies and procedures regarding market timing will be effective in detecting and deterring all Disruptive Trading.
Prospectus | October 19, 202257
OTHER IMPORTANT INFORMATION
Distributions, Dividends and Taxes
The following information is meant as a general summary for U.S. taxpayers. Additional tax information appears in the SAI. Shareholders should rely on their own tax advisors for advice about the particular federal, state, and local tax consequences to them of investing in the Funds.
Each Fund will distribute all or substantially all its income and gains to its shareholders every year. Dividends paid by the Fund derived from net investment income, if any, will generally be paid annually and capital gain distributions, if any, will be made at least annually. Absent instructions to pay distributions in cash, distributions will be reinvested automatically in additional shares (or fractions thereof) of the Fund. Although the Funds will not be taxed on amounts they distribute, shareholders will generally be taxed on distributions, regardless of whether distributions are paid by a Fund in cash or are reinvested in additional Fund shares.
A particular dividend distribution generally will be taxable as qualified dividend income, long-term capital gain or ordinary income. Qualified dividend income includes dividends paid by U.S. corporations and certain qualifying foreign corporations, provided the foreign corporation is not a passive foreign investment company. Any distribution resulting from such qualified dividend income received by a Fund will be designated as qualified dividend income. If a Fund designates a dividend distribution as qualified dividend income, it generally will be taxable to individual shareholders at the long-term capital gains tax rate provided certain holding period requirements are met. If a Fund designates a dividend distribution as a capital gains distribution, it generally will be taxable to shareholders as long-term capital gain, regardless of how long the shareholders have held their Fund shares. Short-term capital gains may be realized and any distribution resulting from such gains will be considered ordinary income for federal tax purposes. All taxable dividends paid by a Fund other than those designated as qualified dividend income or capital gain distributions will be taxable as ordinary income to shareholders.
Taxable distributions paid by the Funds to corporate shareholders will be taxed at corporate tax rates. Corporate shareholders may be entitled to a dividends received deduction (“DRD”) for a portion of the dividends paid and designated by the Funds as qualifying for the DRD.
If a Fund declares a dividend in October, November or December but pays it in January, it will be taxable to shareholders as if the dividend had been received in the year it was declared. Every year, each shareholder will receive a statement detailing the tax status of any Fund distributions for that year. Distributions may be subject to state and local taxes, as well as federal taxes.
In general, a shareholder who sells or redeems shares will realize a capital gain or loss, which will be long-term or short-term depending upon the shareholder’s holding period for the Fund shares. An exchange of shares may be treated as a sale and may be subject to tax.
As with all mutual funds, a Fund may be required to withhold U.S. federal income tax at the fourth lowest rate for taxpayers filing as unmarried individuals (presently 24%) for all taxable distributions payable to shareholders who fail to provide the Fund with their correct taxpayer identification numbers or to make required certifications, or who have been notified by the IRS that they are subject to backup withholding. Backup withholding is not an additional tax; rather, it is a way in which the IRS ensures it will collect taxes otherwise due. Any amounts withheld may be credited against a shareholder’s U.S. federal income tax liability.
58(216) 329-4271 | www.idx-funds.com
Shareholders should consult with their own tax advisors to ensure that distributions and sale of Fund shares are treated appropriately on their income tax returns.
Cost Basis Reporting. Federal law requires that mutual fund companies report their shareholders’ cost basis, gain/loss and holding period to the Internal Revenue Service on a Fund’s shareholders’ Consolidated Form 1099s when “covered” securities are sold. Covered securities are any regulated investment company and/or dividend reinvestment plan shares acquired on or after January 1, 2012. Each Fund has chosen Average Cost as its default tax lot identification method for all shareholders. A tax lot identification method is the way a Fund will determine which specific shares are deemed to be sold when there are multiple purchases on different dates at differing net asset values, and the entire position is not sold at one time. A Fund’s standing tax lot identification method is the method covered shares will be reported on your Consolidated Form 1099 if you do not select a specific tax lot identification method. You may choose a method different than a Fund’s standing method and will be able to do so at the time of your purchase or upon the sale of covered shares. Please refer to the appropriate Internal Revenue Service regulations or consult your tax adviser regarding your personal circumstances.
For those securities defined as “covered” under current Internal Revenue Service cost basis tax reporting regulations, the Funds are responsible for maintaining accurate cost basis and tax lot information for tax reporting purposes. The Funds are not responsible for the reliability or accuracy of the information for those securities that are not “covered.” The Funds and their service providers do not provide tax advice. You should consult independent sources, which may include a tax professional, with respect to any decisions you may make with respect to choosing a tax lot identification method.
Prospectus | October 19, 202259
Prospectus | October
19, 202259
FINANCIAL
HIGHLIGHTS
The
following table is intended to help you understand the financial performance of the Funds for the period shown. Certain information reflects
financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned on an
investment in a Fund (assuming reinvestment of all dividends and distributions). The financial information has been audited by the Funds’
independent registered public accounting firm, Cohen & Company, Ltd., whose report, along with the Funds’ financial statements,
is included in the Annual Report to shareholders, which may be obtained at no charge by calling the Funds at 216-329-4271 or by visiting
its website at www.idx-funds.com.
60(216)
329-4271 | www.idx-funds.com
IDX
Risk-Managed Bitcoin Strategy Fund
Per
Share Data and Ratios for an Institutional Share Outstanding Throughout the Period
|
|
|
|
|
|
Period
Ended(1)
12/31/2021 |
|
Net
asset value, beginning of year |
|
$10.00
|
|
|
|
|
|
Income
(Loss) From Investment Operations: |
|
|
|
Net
Investment Income (Loss)(2) |
|
(0.04
|
)
|
Net
Realized and Unrealized Gain on Investments |
|
0.12
|
|
Total
From Investment Operations |
|
0.08
|
|
|
|
|
|
Distributions
|
|
—
|
|
|
|
|
|
Net
Asset Value, At End Of Year |
|
$10.08
|
|
|
|
|
|
Total
Return |
|
0.80
|
%(3)
|
|
|
|
|
Ratios/Supplemental
Data: |
|
|
|
Net
Assets At End Of Year (Thousands) |
|
$32,232
|
|
Ratio
of Net Expenses to Average Net Assets(5)(6) |
|
|
|
Before
Waivers |
|
(4.52
|
)%(4)
|
After
Waivers |
|
(3.08
|
)%(4)
|
Ratio
of Net Investment Loss to Average Net Assets(5)
|
|
|
|
Before
Waivers |
|
(4.51
|
)%(4)
|
After
Waivers |
|
(3.07
|
)%(4)
|
Portfolio
Turnover Rate |
|
231.7
|
)%(3)
|
(1)For
the period November 17, 2021 (commencement of operations) through
December 31, 2021
(2)Net
investment income (loss) per share represents net investment income
(loss) divided by the daily average shares of beneficial interest outstanding
through the period
(3)Not
annualized
(4)Annualized
(5)Expenses
to average net assets including interest and dividend expense
(6)Ratio
of net expenses to average net assets excluding interest and dividend
expense
|
|
Before
Waivers |
(3.93)%
|
After
Waivers |
(2.49)%
|
Prospectus | October
19, 202261
PRIVACY
NOTICE
|
|
|
|
FACTS
|
WHAT
DOES IDX FUNDS DO WITH YOUR PERSONAL INFORMATION? |
|
Why?
|
Financial
companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal
law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand
what we do. |
|
What?
|
The
types of personal information we collect and share depend on the product or service you have with us. This information can include:
•Social
Security number
•Assets
•Retirement
Assets
•Transaction
History
•Checking
Account Information
•Purchase
History
•Account
Balances
•Account
Transactions
•Wire
Transfer Instructions
When
you are no longer our customer,
we continue to share your information as described in this notice. |
|
How?
|
All
financial companies need to share your personal information to run their everyday business. In the section below, we list the reasons
financial companies can share their customers’ personal information; the reasons IDX Funds chooses to share; and whether you can
limit this sharing. |
62(216)
329-4271 | www.idx-funds.com
|
|
|
|
Reasons
we can share your personal information |
Does
IDX Funds share? |
Can
you limit this sharing? |
For
our everyday business purposes –
Such
as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit
bureaus |
Yes
|
No
|
For
our marketing purposes –
to
offer our products and services to you |
No
|
We
don’t share |
For
joint marketing with other financial companies |
No
|
We
don’t share |
For
our affiliates’ everyday business purposes –
information
about your transactions and experiences |
No
|
We
don’t share |
For
our affiliates’ everyday business purposes –
information
about your creditworthiness |
No
|
We
don’t share |
For
nonaffiliates to market to you |
No
|
We
don’t share |
|
Questions?
|
Call
216-329-4271 |
|
|
Who
we are |
Who
is providing this notice? |
IDX
Funds
Gryphon
Fund Group, LLC (Transfer Agent)
Foreside
Fund Services, LLC (Distributor) |
What
we do |
How
does IDX Funds protect my personal information? |
To
protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures
include computer safeguards and secured files and buildings.
Our
service providers are held accountable for adhering to strict policies and procedures to prevent any misuse of your nonpublic personal
information. |
Prospectus | October
19, 202263
|
|
How
does IDX Funds
collect
my personal information? |
We
collect your personal information, for example, when you
•Open
an account
•Provide
account information
•Give
us your contact information
•Make
deposits or withdrawals from your account
•Make
a wire transfer
•Tell
us where to send the money
•Tell
us who receives the money
•Show
your government-issued ID
•Show
your driver’s license
We
also collect your personal information from other companies. |
Why
can’t I limit all sharing? |
Federal
law gives you the right to limit only
•Sharing
for affiliates’ everyday
business purposes – information about your creditworthiness
•Affiliates
from using your information to market to you
•Sharing
for nonaffiliates to market to you
State
laws and individual companies may give you additional rights to limit sharing. |
Definitions
|
Affiliates
|
Companies
related by common ownership or control. They can be financial and nonfinancial companies.
•None
|
Nonaffiliates
|
Companies
not related by common ownership or control. They can be financial and nonfinancial companies
•DX
Funds does not share with nonaffiliates so they can market to you. |
Joint
marketing |
A
formal agreement between nonaffiliated financial companies that together market financial products or services to you.
•DX
Funds does not jointly market. |
FOR
MORE INFORMATION
Additional
information about the Funds’ investments will be available in their annual and semi-annual reports to shareholders, when issued.
In the Funds’ annual report, you will find a discussion of the market conditions and investment strategies that significantly affected
the Funds’ performance during its last fiscal year. The Funds send only one report to a household if more than one account has the
same address. Contact the Transfer Agent if you do not want this policy to apply to you.
A
SAI about the Funds has been filed with the SEC. The SAI (which is incorporated in its entirety by reference in this Prospectus) contains
additional information about the Fund.
To
request a free copy of the SAI, the Funds’ annual and semi-annual reports, and other information about the Fund, or to make inquiries
about the Fund, write the Fund at [Fund Name], c/o Gryphon Fund Group, 3900 Park East Drive, #200, Beachwood, OH 44122, or call the Fund
at 216-329-4271. The SAI is also available on the Funds’ website at www.idx-funds.com.
Information
about the Funds (including the SAI) can be reviewed and copied at the SEC’s public reference room in Washington, D.C. Information
about the operation of the public reference room may be obtained by calling the SEC at 1-202-551-8090. Reports and other information about
the Funds are available on the EDGAR Database on the SEC’s Internet site at http://www.sec.gov, and copies of this information may
be obtained, after paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing
the writing the SEC’s Public Reference Section, Washington, D.C. 20549-1520.
Investment
Company Act File Number: 811-23089
IDX Risk-Managed Bitcoin Strategy Fund
Investor Class Shares (Ticker Symbol: BTCDX)
Institutional Class Shares (Ticker Symbol:
BTIDX)
IDX Commodity Opportunities Fund
Investor Class Shares (Ticker Symbol: CFIDX)
Institutional Class Shares (Ticker Symbol:
COIDX)
series of
IDX Funds
2201 E. Camelback Road, Suite 605
Phoenix, AZ 85016
STATEMENT OF ADDITIONAL INFORMATION
October 19, 2022
IDX Risk-Managed Bitcoin Strategy Fund
and IDX Commodity Opportunities Fund, managed by IDX Advisors LLC, are each a series of IDX Funds, an open-end management investment
company registered with the Securities and Exchange Commission (“SEC”) as required by the Investment Company Act of
1940, as amended.
This Statement of Additional Information
is not a prospectus, and it should be read in conjunction with the Fund’s prospectus dated October 19, 2022, as the same
may be amended from time to time. Copies of the Prospectus may be obtained, without charge, by calling the Fund at 216-329-4271
or writing to the Fund at the following address:
IDX Funds
c/o Gryphon Fund Group
3900 Park East Drive, #200
Beachwood, OH 44122
IDX RISK-MANAGED BITCOIN STRATEGY FUND
TABLE OF CONTENTS
INVESTMENT OBJECTIVES, POLICIES AND RISKS
IDX Funds (the “Trust”) was
organized on May 29, 2015, as a Delaware statutory trust. IDX Risk-Managed Bitcoin Strategy Fund and IDX Commodity Opportunities
Fund (each a “Fund” and collectively, the “Funds”) are open-end management investment companies and each
a separate series of the Trust. The Prospectus describes each Fund’s investment objectives and principal investment strategies,
as well as the principal investment risks of each Fund.
The Funds’ investment adviser is
IDX Advisors, LLC (the “Adviser”). The Investment Company Act of 1940, as amended (the “1940 Act”), classifies
mutual funds as either diversified or non-diversified. The Funds are classified as non-diversified.
Each Fund’s principal investment
objectives and strategies are discussed in the Prospectus under the Fund’s “Summary” sections and under the heading
“Investment Objectives, Strategies, Risks and Portfolio Holdings.” To achieve its investment objective, the Funds generally
makes investments of the sort described in the Prospectus. The Funds may also invest in certain types of securities, or engage
in certain investment activities, as generally discussed below. In addition, the Funds may be subject to additional risks in connection
with its investments in such securities or because of the Funds’ investment strategies or activities. The following is not
meant to be an exclusive list of all the securities and instruments in which the Funds may invest, the investment strategies or
activities in which it may engage, or the risks associated with both. The Funds may invest in instruments and securities and engage
in strategies or activities other than those listed below, and may be subject to risks that are not described here. The following
descriptions and policies supplement these descriptions and also include descriptions of certain types of investments that may
be made by the Funds but are not principal investment strategies of the Funds.
General Investment Risks. All investments
in securities and other financial instruments involve a risk of financial loss. No assurance can be given that the Funds’
investment program will be successful. Investors should carefully review the descriptions of the Funds’ investments and their
risks described in the Prospectus and this SAI.
Borrowing. Borrowing creates an
opportunity for increased return, but, at the same time, creates special risks. Furthermore, if the Funds were to engage in borrowing,
an increase in interest rates could reduce the value of the Funds’ shares by increasing the Funds’ interest expense.
Subject to the limitations described under
“Investment Limitations” below, the Funds are permitted to borrow for temporary purposes and/or for investment purposes.
Such a practice will result in leveraging of the Funds’ assets and may cause the Funds to liquidate portfolio positions when
it would not be advantageous to do so. This borrowing may be secured or unsecured. Provisions of the 1940 Act require the Funds
to maintain continuous asset coverage (that is, total assets including borrowings, less liabilities exclusive of borrowings) of
300% of the amount borrowed, with an exception for borrowings not in excess of 5% of the Funds’ total assets made for temporary
administrative purposes. Any borrowings for temporary administrative purposes in excess of 5% of the Funds’ total assets
will count against this asset coverage requirement. If the 300% asset coverage should decline as a result of market fluctuations
or other reasons, the Funds may be required to sell some of their portfolio holdings within three days to reduce the debt and restore
the 300% asset coverage, even though it may be disadvantageous from an investment standpoint if the Funds sells securities at that
time. Borrowing will tend to exaggerate the effect on net asset value of any increase or decrease in the market value of the Fund’s
portfolio. Money borrowed will be subject to interest costs which may or may not be recovered by appreciation of the securities
purchased, if any. The Funds also may be required to maintain minimum average balances in connection with such borrowings or to
pay a commitment or other fee to maintain a line of credit; either of these requirements would increase the cost of borrowing over
the stated interest rate. The prospectus contains additional information regarding the Funds’ use of borrowing for investment
purposes.
Exchange-Traded Funds and Other Similar
Instruments. Shares of exchange-traded funds (“ETFs”) and other similar instruments may be purchased by the Funds.
Generally, an ETF is an investment company that is registered under the 1940 Act that holds a portfolio of securities designed
to track the performance of a particular index or index segment. Similar instruments, used by pools that are not investment companies,
offer similar characteristics and may be designed to track the performance of an index or basket of securities of companies engaged
in a particular market or sector. ETFs sell and redeem their shares at net asset value in large blocks (typically 50,000 of its
shares) called “creation units.” Shares representing fractional interests in these creation units are listed for trading
on national securities exchanges and can be purchased and sold in the secondary market in lots of any size at any time during the
trading day.
Investments in ETFs and other similar instruments
involve certain inherent risks generally associated with investments in a broadly-based portfolio of stocks including: (i) risks
that the general level of stock prices may decline, thereby adversely affecting the value of each unit of the ETF or other instrument;
(ii) an ETF may not fully replicate the performance of its benchmark index because of temporary unavailability of certain index
securities in the secondary market or discrepancies between the ETF and the index with respect to the weightings of securities
or number of stocks held; (iii) an ETF may also be adversely affected by the performance of the specific index, market sector or
group of industries on which it is based; and (iv) an ETF may not track an index as well as a traditional index mutual fund because
ETFs are valued by the market and, therefore, there may be a difference between the market value and the ETF’s net asset
value. The Market Neutral Fund may both purchase and effect short sales of shares of ETFs. These investments may be used for hedging
purposes or to seek to increase total return (which is considered a speculative activity).
Because ETFs and pools that issue similar
instruments incur various fees and expenses, the Funds’ investment in these instruments will involve certain indirect costs,
as well as transaction costs, such as brokerage commissions. The Adviser will consider expenses associated with an investment in
determining whether to invest in an ETF or other instrument. In the case of ETFs that are investment companies, they invest substantially
all of their assets in securities of various securities indices or a particular segment of a securities index. Most ETFs are listed
and traded on the NYSE Arca, Inc. (“Arca”). The market price of ETFs is expected to fluctuate in accordance with both
changes in the asset values of their underlying indices and supply and demand of an ETF’s shares on the Arca. ETFs may trade
at relatively modest discounts or premiums to net asset value. In general, most ETFs have a limited operating history and information
may be lacking regarding the actual performance and trading liquidity of such shares for extended periods or over complete market
cycles. In addition, there is no assurance that the requirements of the Arca necessary to maintain the listing of ETFs in which
the Fund invests will continue to be met or will remain unchanged. In the event substantial market or other disruptions affecting
the shares of ETFs held by the Funds should occur in the future, the liquidity and value of that Funds’ shares could also
be adversely affected. If such disruptions were to occur, that Fund could be required to reconsider the use of ETFs as part of
its investment strategy.
Limitations of the 1940 Act, which prohibit
any Fund from acquiring more than 3% of the outstanding shares of another investment company, may restrict the Funds’ ability
to purchase shares of certain ETFs.
Government Securities. The Funds
may invest a portion of the portfolio in U.S. government securities, defined to be U.S. government obligations such as U.S. Treasury
notes, U.S. Treasury bonds, and U.S. Treasury bills, obligations guaranteed by the U.S. government such as Government National
Mortgage Association (“GNMA”) as well as obligations of U.S. government authorities, agencies and instrumentalities
such as Federal National Mortgage Association (“FNMA”), Federal Home Loan Mortgage Corporation (“FHLMC”),
Federal Housing Administration (“FHA”), Federal Farm Credit Bank (“FFCB”), Federal Home Loan Bank (“FHLB”),
Student Loan Marketing Association (“SLMA”), and The Tennessee Valley Authority. U.S. government securities may be
acquired subject to repurchase agreements. While obligations of some U.S. government sponsored entities are supported by the full
faith and credit of the U.S. government (e.g., GNMA), several are supported by the right of the issuer to borrow from the U.S.
government (e.g. FNMA, FHLMC), and still others are supported only by the credit of the issuer itself (e.g. SLMA, FFCB). No assurance
can be given that the U.S. government will provide financial support to U.S. government agencies or instrumentalities in the future,
other than as set forth above, since it is not obligated to do so by law. The guarantee of the U.S. government does not extend
to the yield or value of the Fund’s shares.
Fixed Income Securities. The Funds
may invest in fixed income securities. Fixed income securities generally pay a specified rate of interest or dividends, or a rate
that is adjusted periodically by reference to some specified index or market rate or other factor. Fixed income securities may
include securities issued by U.S. federal, state, local, and non-U.S. governments and other agencies and instrumentalities, and
by a wide range of private or corporate issuers. Fixed income securities include, among others, bonds, notes, bills, debentures,
convertible securities, bank obligations, mortgage and other asset-backed securities, loan participations and assignments and commercial
paper.
Because interest rates vary, it is impossible
to predict the income of the Funds for any particular period. Except to the extent that values are affected independently by other
factors such as developments relating to a specific issuer or group of issuers, when interest rates decline, the value of a fixed-income
portfolio can generally be expected to rise. Conversely, when interest rates rise, the value of a fixed-income portfolio can generally
be expected to decline. Prices of longer-term securities generally increase or decrease more sharply than those of shorter term
securities in response to interest rate changes, particularly if such securities were purchased at a discount. It should be noted
that the market values of securities rated below investment grade and comparable unrated securities tend to react less to fluctuations
in interest rate levels than do those of higher-rated securities.
Investment in a Subsidiary. The
Funds intend to achieve commodity exposure through investment in a wholly-owned subsidiary of the Funds (the “Subsidiary”)
organized under the laws of the Cayman Islands. The Funds’ investment in their Subsidiary is intended to provide the Funds
with exposure to commodity and financial markets in accordance with applicable rules and regulations. The Subsidiary may invest
in derivatives, including futures, forwards, options and other investments intended to serve as margin or collateral or otherwise
support the Subsidiary’s derivatives positions. The Subsidiary is not registered under the 1940 Act, and will not have all
of the protections offered to investors in RICs. The Board, however, has oversight responsibility for the investment activities
of the Funds, including its investment in their Subsidiary, and the Funds’ role as the sole shareholder of the Subsidiary.
Changes in the laws of the United States
and/or the Cayman Islands, under which the Funds and the Subsidiary is organized, respectively, could result in the inability of
the Funds and/or their Subsidiary to operate as described in this SAI and could negatively affect the Funds and its shareholders.
For example, the Cayman Islands does not currently impose any income, corporate or capital gains tax, estate duty, inheritance
tax, gift tax or withholding tax on the Subsidiary. If Cayman Islands law changes such that the Subsidiary must pay Cayman Islands
taxes, Fund shareholders would likely suffer decreased investment returns. See “Taxation” below for more information.
The financial statements of the Subsidiary
will be consolidated with the Funds’ financial statements in the Funds’ Annual and Semi-Annual Reports.
Money Market Instruments. The Funds
may invest in money market instruments including U.S. government obligations or corporate debt obligations (including those subject
to repurchase agreements), provided that they are eligible for purchase by the Funds. Money market instruments also may include
Banker’s Acceptances and Certificates of Deposit of domestic branches of U.S. banks, Commercial Paper, and Variable Amount
Demand Master Notes (“Master Notes”). Banker’s Acceptances are time drafts drawn on and “accepted”
by a bank. When a bank “accepts” such a time draft, it assumes liability for its payment. When the Funds acquires a
Banker’s Acceptance, the bank that “accepted” the time draft is liable for payment of interest and principal
when due. The Banker’s Acceptance carries the full faith and credit of such bank. A Certificate of Deposit (“CD”)
is an unsecured, interest bearing debt obligation of a bank. Commercial Paper is an unsecured, short-term debt obligation
of a bank, corporation, or other borrower. Maturities of Commercial Paper generally range from 2 to 270 days and are usually sold
on a discounted basis rather than as an interest-bearing instrument. The Funds will invest in Commercial Paper only if it is rated
in one of the top two rating categories by Moody’s, S&P or Fitch, or if not rated, of equivalent quality in the Adviser’s
opinion. Commercial Paper may include Master Notes of the same quality. Master Notes are unsecured obligations which are
redeemable upon demand of the holder and which permit the investment of fluctuating amounts at varying rates of interest. Master
Notes are acquired by the Fund only through the Master Note program of the Fund’s custodian bank, acting as administrator
thereof. The Adviser will monitor, on a continuous basis, the earnings power, cash flow, and other liquidity ratios of the issuer
of a Master Note held by the Fund.
Repurchase Agreements. The Funds
may invest in repurchase agreements. A repurchase agreement is a short-term investment in which the purchaser acquires ownership
of a U.S. government security and the seller agrees to repurchase the security at a future time at a set price, thereby determining
the yield during the purchaser’s holding period. Any repurchase transaction in which the Funds engage will require full collateralization
of the seller’s obligation during the entire term of the repurchase agreement. In the event of a bankruptcy or other default
of the seller, the Funds could experience both delays in liquidating the underlying security and losses in value.
Reverse Repurchase Agreements. The
Funds may enter into “reverse” repurchase agreements to avoid selling securities during unfavorable market conditions
to meet redemptions. Pursuant to a reverse repurchase agreement, the Funds will sell portfolio securities and agree to repurchase
them from the buyer at a particular date and price. Whenever the Funds enter into a reverse repurchase agreement, they will establish
a segregated account in which it will maintain liquid assets in an amount at least equal to the repurchase price marked to market
daily (including accrued interest), and will subsequently monitor the account to ensure that such equivalent value is maintained.
The Funds pay interest on amounts obtained pursuant to reverse repurchase agreements. Reverse repurchase agreements are considered
borrowings by the Fund.
Illiquid Investments. The Funds
may invest up to 15% of its net assets in illiquid securities, which are investments that cannot be sold or disposed of in the
ordinary course of business within seven days at approximately the prices at which they are valued. Under the supervision of the
Board of Trustees of the Trust (“Trustees”), the Adviser determines the liquidity of the Funds’ investments,
and through reports from the Adviser, the Trustees monitor investments in illiquid instruments. In determining the liquidity of
the Funds’ investments, the Adviser may consider various factors including (1) the frequency of trades and quotations; (2)
the number of dealers and prospective purchasers in the marketplace; (3) dealer undertakings to make a market; (4) the nature of
the security (including any demand or tender features); and (5) the nature of the marketplace for trades (including the ability
to assign or offset the Funds’ rights and obligations relating to the investment). If through a change in values, net assets,
or other circumstances, the Funds were in a position where more than 15% of its net assets were invested in illiquid securities,
the Funds may take appropriate steps to protect the Funds’ liquidity as deemed necessary or advisable by the Funds. The Funds,
through the Fair Value Committee, values illiquid securities using its fair value procedures (described below) but there can be
no assurance that (i) the Funds will determine fair value for a private investment accurately; (ii) that the Funds will be able
to sell private securities for the fair value determined by the Funds; or (iii) that the Funds will be able to sell such securities
at all. Investment in illiquid securities poses risks of potential delays in resale and uncertainty in valuation. Limitations on
resale may have an adverse effect on the marketability of portfolio securities and the Funds may be unable to dispose of illiquid
securities promptly or at reasonable prices.
INVESTMENT RESTRICTIONS
Fundamental Restrictions. The following
is a description of fundamental policies of the Funds that may not be changed without the vote of a majority of the Funds’
outstanding voting securities. Under the 1940 Act, the vote of a majority of the outstanding securities of a company means the
vote, at the annual or a special meeting of the security holders of such company duly called: (A) of 67% or more of the voting
securities present at such meeting, if the holders of more than 50% of the outstanding voting securities of such company are present
or represented by proxy; or (B) of more than 50% of the outstanding voting securities of such company, whichever is less. The other
restrictions set forth below, as well as the Funds’ investment objective and each of the other investment restrictions set
forth in the Prospectus or this SAI and not designated as fundamental, are not fundamental policies and may be changed by the Board.
The percentages set forth below and the percentage limitations set forth in the Prospectus apply at the time of the purchase of
a security and shall not be considered violated unless an excess or deficiency occurs or exists immediately after and as a result
of a purchase of such security. For purposes of the fundamental and non-fundamental restrictions set forth below, “total
assets” means net assets, plus the amount of any borrowings for investment purposes.
The Funds may not:
(1) Invest of more than 25% of
its total assets at the time of purchase in the securities of one or more issuers conducting their principal business activities
in the same industry or group of industries (excluding obligations issued or guaranteed by the U.S. Government or any state or
territory of the United States or any of their agencies, instrumentalities or political subdivisions), except that the Bitcoin
Fund may invest more than 25% of its total assets in investments that provide exposure to bitcoin or bitcoin futures contracts;
(2) Borrow money, except
to the extent permitted under the 1940 Act (see “Borrowing” above);
(3) Make loans, except that the
Funds may purchase or hold debt instruments in accordance with their investment objectives and policies; provided however, this
restriction does not apply to repurchase agreements or loans of portfolio securities;
(4) Act as an underwriter of
securities of other issuers except that, in the disposition of portfolio securities, it may be deemed to be an underwriter under
the federal securities laws;
(5) Purchase or sell real estate,
although the Funds may purchase securities of issuers which deal in real estate, securities which are secured by interests in real
estate, and securities which represent interests in real estate, and they may acquire and dispose of real estate or interests in
real estate acquired through the exercise of their rights as a holder of debt obligations secured by real estate or interests therein;
(6) Purchase or sell physical
commodities, except that the Funds may purchase and sell financial transactions not requiring the delivery of physical commodities,
including but not limited to, purchasing, or selling commodity exchange-traded funds or exchange-traded notes; and
(7) Issue senior securities,
except for permitted borrowings or as otherwise permitted under the 1940 Act.
Restrictions (2) and (7) above shall be
interpreted based upon no-action letters and other pronouncements of the staff of the Securities and Exchange Commission (“SEC”).
Under current pronouncements, certain Fund positions may be excluded from the definition of “senior security” so long
as the Funds maintains adequate cover, segregation of assets or otherwise. See “Borrowing” above.
For the purposes of restriction (1) above,
industry classifications are determined for the Funds in accordance with the industry or sub-industry classifications established
by the Global Industry Classification Standard (“GICS”). The Funds may use other classification titles, standards,
and systems from time to time, as it determines to be in the best interests of shareholders. These classifications are not fundamental
policies of the Funds. The Funds may use other classification titles, standards, and systems from time to time. The Funds will
invest in underlying funds or ETFs that may concentrate their assets in one or more industries. The Funds will consider the investments
of the underlying funds and ETFs in which it invests in determining compliance with this fundamental restriction.
In addition, it is contrary to the Funds’
present policies, which may be changed without shareholder vote, to purchase any illiquid security, including any securities whose
disposition is restricted under federal securities laws and securities that are not readily marketable, if, as a result, more than
15% of the Funds’ total assets (based on then-current value) would then be invested in such securities. For purposes of this
restriction, the staff of the SEC is presently of the view that repurchase agreements maturing in more than seven days are subject
to this restriction. Until that position is revised, modified or rescinded, the Funds will conduct its operations in a manner consistent
with this view. This limitation on investment in illiquid securities does not apply to certain restricted securities, including
securities pursuant to Rule 144A under the Securities Act and certain commercial paper that the Adviser has determined to be liquid
under procedures approved by the Board.
PORTFOLIO TRANSACTIONS AND BROKERAGE
ALLOCATION
Subject to the general supervision of the
Trustees, the Adviser is responsible for, making decisions with respect to, and places orders for all purchases and sales of portfolio
securities for the Funds. The Adviser shall manage each Fund’s portfolio in accordance with the terms of the Investment Advisory
Agreement by and between the Adviser and the Fund (the “Advisory Agreement”). Under the Advisory Agreement, the Adviser
selects the securities and manages the investments for the Funds and also selects broker-dealers to execute portfolio transactions,
all subject to the oversight of the Board of Trustees. The Advisory Agreement is described in detail under “Management and
Administration”. The Adviser serves as investment adviser for a number of client accounts, including the Funds. Investment
decisions for the Funds will be made independently from those for any other series of the Trust, if any, and for any other investment
companies and accounts advised or managed by the Adviser.
Brokerage Selection. In selecting
brokers to be used in portfolio transactions, the Adviser’s general guiding principal is to obtain the best overall execution
for each trade, which is a combination of price and execution. With respect to execution, the Adviser considers a number of judgmental
factors, including, without limitation, the actual handling of the order, the ability of the broker to settle the trade promptly
and accurately, the financial standing of the broker, the ability of the broker to position stock to facilitate execution, the
Adviser’s past experience with similar trades and other factors that may be unique to a particular order. Recognizing the
value of these judgmental factors, the Adviser may select brokers who charge a brokerage commission that is higher than the lowest
commission that might otherwise be available for any given trade. The Adviser may not consider sales of shares of the Fund as a
factor in selecting brokers to execute portfolio transactions. The Adviser may, however, place portfolio transactions with brokers
that promote or sell the Funds’ shares so long as such transactions are done in accordance with the policies and procedures
established by the Trustees that are designed to ensure that the selection is based on the quality of the broker’s execution
and not on the broker’s sales efforts.
Under Section 28(e) of the Securities Exchange
Act of 1934, as amended (the “1934 Act”), and as provided in the Advisory Agreement, the Adviser is authorized to cause
the Fund to pay a brokerage commission in excess of that which another broker might have charged for effecting the same transaction,
in recognition of the value of brokerage and/or research services provided by the broker. The research received may include, without
limitation: information on the United States and other world economies; information on specific industries, groups of securities,
individual companies, political and other relevant news developments affecting markets and specific securities; technical and quantitative
information about markets; analysis of proxy proposals affecting specific companies; accounting and performance systems that allow
the Adviser to determine and track investment results; and trading systems that allow the Adviser to interface electronically with
brokerage firms, custodians and other providers. Where a product or service has a mixed use among research, brokerage and other
purposes, the Adviser will make a reasonable allocation according to the uses and will pay for the non-research and non-brokerage
functions in cash using its own funds.
The research and investment information
services described above make available to the Adviser for its analysis and consideration the views and information of individuals
and research staffs of other securities firms. These services may be useful to the Adviser in connection with advisory clients
other than the Funds and not all such services may be useful to the Adviser in connection with the Funds. Although such information
may be a useful supplement to the Adviser’s own investment information in rendering services to the Funds, the value of such
research and services is not expected to reduce materially the expenses of the Adviser in the performance of its services under
the Advisory Agreement and will not reduce the management fees payable to the Adviser by the Funds.
The Funds may invest in securities traded
in the over-the-counter market. Transactions in the over-the-counter market are generally principal transactions with dealers and
the costs of such transactions involve dealer spreads rather than brokerage commissions. The Funds, where possible, deals directly
with the dealers who make a market in the securities involved except in those circumstances where better prices and/or execution
are available elsewhere. When a transaction involves exchange listed securities, the Adviser considers the advisability of effecting
the transaction with a broker which is not a member of the securities exchange on which the security to be purchased is listed
or effecting the transaction in the institutional market.
The Funds paid the following brokerage commissions
during the following fiscal year:
IDX Risk-Managed Bitcoin Strategy Fund
Fiscal Year Ended December 31 |
Brokerage Commissions Paid by Fund |
2021 |
$971 |
IDX Commodity Opportunities Fund
Fiscal Year Ended December 31 |
Brokerage Commissions Paid by Fund |
2021* |
N/A |
*The Fund did not commence operations until October 19, 2022.
Aggregated Trades. While investment
decisions for the Funds are made independently of the Adviser’s other client accounts, the Adviser’s other client accounts
may invest in the same securities as the Funds. To the extent permitted by law, the Adviser may aggregate the securities to be
sold or purchased for the Funds with those to be sold or purchased for other investment companies or accounts in executing transactions.
When a purchase or sale of the same security is made at substantially the same time on behalf of the Funds and another investment
company or account, the transaction will be averaged as to price and available investments allocated as to amount in a manner which
the Adviser believes to be equitable to the Funds and such other investment company or account. In some instances, this investment
procedure may adversely affect the price paid or received by the Funds or the size of the position obtained or sold by the Funds.
Portfolio Turnover. The annualized
portfolio turnover rate for the Funds is calculated by dividing the lesser of purchases or sales of portfolio securities for the
reporting period by the monthly average value of the portfolio securities owned during the reporting period. The calculation excludes
all securities whose maturities or expiration dates at the time of acquisition are one year or less. Portfolio turnover of the
Funds may vary greatly from year to year as well as within a particular year, and may be affected by cash requirements for redemption
of shares and by requirements that enable the Funds to receive favorable tax treatment. Portfolio turnover will not be a limiting
factor in making Fund decisions, and the Funds may engage in short-term trading to achieve their investment objectives.
For the years listed
below, the portfolio turnover rates for the Funds were:
IDX Risk-Managed Bitcoin Strategy Fund
Fiscal Year Ended December 31 |
Portfolio Turnover Rate |
2021 |
231.71% |
IDX Commodity Opportunities Fund
Fiscal Year Ended December 31 |
Portfolio Turnover Rate |
2021* |
N/A |
*The Fund did not commence operations until October 19, 2022.
PORTFOLIO HOLDINGS DISCLOSURE
The Board of Trustees of the Trust has
adopted policies to govern the circumstances under which disclosure regarding securities held by the Funds and disclosure of purchases
and sales of such securities may be made to shareholders of the Trust or other persons. These policies include the following:
| ● | Public disclosure regarding the securities held by the Funds (“Portfolio Securities”)
on a given day will not be made until the close of the next business day at least 24 hours after such day. |
| ● | Public disclosure regarding the Funds’ Portfolio Securities
is made quarterly through the Funds’ Semi-Annual and Annual Reports (“Official Reports”) and in the first
and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. Other than the
Official Reports, shareholders and other persons generally may not be provided with information regarding Portfolio Securities
held, purchased or sold by the Funds. |
| ● | Information regarding Portfolio Securities, and other information regarding the investment activities
of the Portfolios, may be disclosed to rating and ranking organizations for use in connection with their rating or ranking of the
Trust or the Funds, but only if such disclosure has been publicly disclosed or approved in writing by the Chief Compliance Officer
of the Trust (the “CCO”). The CCO will not approve arrangements prior to public disclosure unless persons receiving
the information provide assurances that the information will not be used for inappropriate trading in Fund shares. |
| ● | The Trust’s policy relating to disclosure of the Trust’s holdings of Portfolio Securities
does not prohibit: (i) disclosure of information to the Trust’s investment adviser or to other Trust service providers, including
but not limited to the Third Parties listed below or to brokers and dealers through which the Trust purchases and sells Portfolio
Securities; and (ii) disclosure of holdings of or transactions in Portfolio Securities by the Funds that is made on the same basis
to all Fund shareholders. This information is disclosed to third parties under conditions of confidentiality. “Conditions
of confidentiality” include (i) confidentiality clauses in written agreements, (ii) confidentiality implied by the nature
of the relationship (e.g., attorney-client relationship), (iii) confidentiality required by fiduciary or regulatory principles
(e.g., custody relationships), and (iv) understandings or expectations between the parties that the information will be kept confidential. |
| ● | The CCO is required to approve any arrangements other than disclosure to service providers under
which information relating to Portfolio Securities held by the Funds, or purchased or sold by the Funds is disclosed to a shareholder
or other person before disclosure in the Official Reports. In making such a determination, the CCO may consider, among other things,
the information to be disclosed, the timing of the disclosure, the intended use of the information, whether the arrangement is
reasonably necessary to aid in conducting the ongoing business of the Funds, and whether the arrangement will adversely affect
the Trust, the Funds or their shareholders. The CCO will not approve such arrangements unless persons receiving the information
provide assurances that the information will not be used for inappropriate trading in Fund shares. |
| ● | The CCO shall inform the Board of Trustees of any special portfolio holdings disclosure arrangements
that are approved by the CCO, and the rationale supporting approval. |
| ● | Neither the Trust’s investment adviser nor the Trust (or any affiliated person, employee,
officer, trustee or director of the investment adviser or the Trust) may receive any direct or indirect compensation in consideration
of the disclosure of information relating to Portfolio Securities held, purchased or sold by the Funds. |
“Third Parties” or a “Third
Party” means a person other than a Service Provider, an employee of a Service Provider, a Trustee of the Trust, or an officer
of the Funds.
“Service Providers” or a “Service
Provider” includes, but is not limited to, the investment adviser, administrator, custodian, transfer agent, fund accountant,
principal underwriter, software or technology service providers, pricing and proxy voting service providers, research and trading
service providers, auditors, accountants, and legal counsel, or any other entity that has a need to know such information in order
to fulfill their contractual obligations to provide services to the Funds.
In order to protect the Funds from any
trading practices or other use by a Third Party that could harm the Fund, Portfolio Holdings’ and other Fund-specific information
must not be selectively released or disclosed except under the circumstances described below.
The Board will periodically review the
list of entities that have received, other than through public channels, Portfolio Holdings data, to ensure that the disclosure
of the information was in the best interest of shareholders, identify any potential for conflicts of interest and evaluate the
effectiveness of its current portfolio holding policy.
The identity of such entities is provided
below:
Name of Recipient |
Frequency of
Holdings
Disclosure |
Information Lag |
Date of
Information |
Date Provided to
Recipients |
IDX Advisors, LLC (Adviser) |
Daily |
None |
Daily |
Daily |
Gryphon Fund Group, LLC (Administrator) |
Daily |
None |
Daily |
Daily |
U.S. Bank, N.A.
(Custodian) |
Daily |
None |
Daily |
Daily |
Cohen & Company
(Independent Registered Public Accounting Firm) |
As needed |
None |
As needed |
As needed |
Fintech Law, LLC
(Trust Counsel) |
As needed |
None |
As needed |
As needed |
Broadridge
(Proxy Voting Agent) |
Daily |
None |
As needed |
As needed |
Factset |
Daily |
None |
Daily |
Daily |
Advent |
Daily |
None |
Daily |
Daily |
Foreside Fund Services, LLC |
Daily |
None |
Daily |
Daily |
DESCRIPTION OF THE TRUST
The Trust, which is a statutory trust organized
under Delaware law on May 29, 2015 is an open-end management investment company. Before November 1, 2021, the Trust was known as
M3Sixty Funds Trust. Before August 17, 2016, the Trust was known as M3Sixty Manager of Managers Trust. The Trust’s Declaration
of Trust (“Trust Instrument”) authorizes the Trustees to divide shares into series, each series relating to a separate
portfolio of investments, and to classify and reclassify any unissued shares into one or more classes of shares of each such series.
The Funds offer Investor Class shares and Institutional Class shares. The number of shares in the Trust shall be unlimited. The
Trustees may classify and reclassify the shares of the Funds into additional classes of shares at a future date. When issued for
payment as described in the Prospectus and this SAI, shares of the Funds will be fully paid and non-assessable and shall have no
preemptive or conversion rights.
In the event of a liquidation or dissolution
of the Trust or individual series, such as the Funds, shareholders of a particular series would be entitled to receive the assets
available for distribution belonging to such series. Shareholders of a series are entitled to participate equally in the net distributable
assets of the particular series involved on liquidation, based on the number of shares of the series that are held by each shareholder.
If there are any assets, income, earnings, proceeds, funds or payments that are not readily identifiable as belonging to any particular
series, the Trustees shall allocate them among any one or more of the series as they, in their sole discretion, deem fair and equitable.
Shareholders are entitled to one vote for
each full share and a fractional vote for each fractional share held. Shares have non-cumulative voting rights, which mean that
the holders of more than 50% of the shares voting for the election of Trustees can elect 100% of the Trustees, and in this event,
the holders of the remaining shares voting will not be able to elect any Trustees. Rights of shareholders cannot be modified by
less than a majority vote.
The Trustees will hold office indefinitely,
except that: (1) any Trustee may resign or retire and (2) any Trustee may be removed: (a) any time by action of a majority of the
Trustees at a duly constituted meeting; (b) at any meeting of shareholders of the Trust by a vote of two-thirds of the outstanding
shares of the Trust; or (c) by a written declaration signed by shareholders holding not less than two-thirds of the outstanding
shares of the Trust. In case a vacancy or an anticipated vacancy on the Board of Trustees shall for any reason exist, the vacancy
shall be filled by the affirmative vote of a majority of the remaining Trustees, subject to certain restrictions under the 1940
Act.
The Trust Instrument provides that the
Trustees will not be liable in any event in connection with the affairs of the Trust, except as such liability may arise from a
Trustee’s bad faith, willful misfeasance, gross negligence, or reckless disregard of duties. With the exceptions stated,
the Trust Instrument provides that a Trustee or officer is entitled to be indemnified against all liability in connection with
the affairs of the Trust.
The Trust will not hold an annual shareholders’
meeting unless required by law. There will normally be no annual meeting of shareholders in any year in which the election of Trustees
by shareholders is not required by the 1940 Act. As set forth in the Trust’s By-Laws, shareholders of the Trust have the
right, under certain conditions, to call a special meeting of shareholders, including a meeting to consider removing a Trustee.
BOARD OF TRUSTEES, OFFICERS, AND PRINCIPAL
SHAREHOLDERS
The Trustees are responsible for the management
and supervision of the Funds. The Trustees approve all significant agreements between the Trust, on behalf of the Funds, and those
companies that furnish services to the Funds; review performance of the Funds; and oversee activities of the Funds. This section
of the SAI provides information about the persons who serve as Trustees and Officers to the Trust and Funds, respectively, as well
as the entities that provide services to the Funds.
Trustees and Officers. Following
are the Trustees and Officers of the Trust, their year of birth and address, their present position with the Trust, and their principal
occupation during the past five years. As described above under “Description of the Trust”, each of the Trustees of
the Trust will generally hold office indefinitely. The Officers of the Trust will hold office indefinitely, except that: (1) any
Officer may resign or retire and (2) any Officer may be removed any time by written instrument signed by at least two-thirds of
the number of Trustees prior to such removal. In case a vacancy or an anticipated vacancy on the Board of Trustees shall for any
reason exist, the vacancy shall be filled by the affirmative vote of a majority of the remaining Trustees, subject to certain restrictions
under the 1940 Act. Those Trustees who are “interested persons” (as defined in the 1940 Act) by virtue of their affiliation
with either the Trust or the Adviser, are indicated in the table. The address of each trustee and officer is 3900 Park East Drive,
#200, Beachwood, OH 44122.
Name and Year
of Birth |
Position(s)
Held
with Trust |
Length
of
Service |
Principal Occupation(s)
During Past 5 Years |
Number
of Series
Overseen |
Other
Directorships
During Past 5
Years |
Independent Trustees |
Kelley J. Brennan – 1942 |
Trustee |
Since
2015
|
Retired; Partner, PricewaterhouseCoopers LLP (an accounting firm) (1981-2002). |
2 |
None |
Tobias Caldwell – 1967 |
Trustee |
Since
2016 |
Managing Member, Genovese Family Enterprises, LLC (family office) (1999-present); Managing Member, PTL Real Estate LLC (real estate/investment firm) (2000-9/2019); Manager Member, Bear Properties, LLC (real estate firm) (2006-present). |
2 |
AlphaCentric Prime Meridian Income Fund (2018- present); Strategy Shares (2016– present) (3 funds); Mutual Fund & Variable Insurance Trust (2010–present) (13 funds); Mutual Fund Series Trust, comprised of 40 funds (2006–present) |
Nicholas Carmi – 1966 |
Trustee |
Since
2021 |
Vice President, Institutional Markets at Circle Internet Financial LLC (2022-present); Head of Financial Markets, BitGo Holdings (2019-2022); Managing Director Global Head of FICC, Tower Research Capital, LLC (2015-2019). |
2 |
None |
Name and Year
of Birth |
Position(s)
Held
with Trust |
Length
of
Service |
Principal Occupation(s)
During Past 5 Years |
Number
of Series
Overseen |
Other
Directorships
During Past 5
Years |
Officers |
Christopher MacLaren - 1978 |
President |
Since
2021 |
Managing Member of Gryphon Fund Group, LLC (2021 – Present); Managing Director of Fund Administration and Accounting, Winbridge Partners, LLC (2018 - 2021); Member and Director of Fund Accounting and Fund Administration, FSM Capital Management, LLC (2016 – 2018). |
N/A |
N/A |
Matthew Swendiman - 1973 |
Chief Compliance Officer |
Since
2021 |
Director of Key Bridge Compliance, LLC and its predecessor firm since 2018; President and CEO of JCM Financial Services Consulting, LLC since 2018; Of Counsel, Graydon Head & Ritchey LLP from 2012 to 2018. |
N/A |
Chairman of F/m Investments, LLC since 2019; Chairman of F/m Acceleration, LLC since 2019; Chairman of Oakhurst Capital Advisors since 2020. |
Gordon M. Jones - 1988 |
Treasurer |
Since
2021 |
Member of Gryphon Fund Group, LLC (2021-Present); Director of Fund Administration and Tax, Winbridge Partners, LLC (2020-2021); Senior Tax Manager, Cohen & Company, Ltd (2010-2020). |
N/A |
N/A |
Brandon J. Byrd - 1981 |
Anti-Money Laundering (“AML”) Officer |
Since
2022 |
Member of Gryphon Fund Group, LLC (2022-Present); Director of Transfer Agency, 360 Funds Trust/M3Sixty Funds Trust, M3Sixty Administration, LLC (2001-2021); AML Officer, Chief Operating Officer, Chief Executive Officer; Client Service Officer & Vice President Boston Financial Services (DST Systems/SS&C) (1999-2001). |
N/A |
N/A |
Bo J. Howell -
1981
|
Secretary
Assistant Secretary
|
Since
2021
2020-
2021
|
Managing Member, Fintech Law, LLC (2022-present); CEO of Joot (2018-present); Partner, Practus LLP (2018-2020); Partner, Strauss Troy Co., LPA (2020 – 2021); Director of Fund Administration, Ultimus Fund Solutions, LLC (2014-2018) |
N/A |
N/A |
Board Structure. The Trust’s
Board of Trustees includes three independent Trustees. Mr. Brennan serves as Chairman of the Board. The Trustees have determined
that the Trust’s current leadership structure is appropriate, as it allows Trust management to communicate with each independent
Trustee as and when needed, and permits each independent Trustee to be involved in each committee of the Board (each a “Committee”)
as well as each Board function. With respect to risk oversight, the Board holds quarterly meetings each year to consider and address
matters involving the Trust and the Funds. During these meetings, the Board receives reports from the Funds’ administrator,
transfer agent and distributor, and Trust management, including the Trust’s President, Mr. MacLaren, and the Trust’s
Chief Compliance Officer, Mr. Swendiman, on regular quarterly items and, where appropriate and as needed, on specific issues. As
part of its oversight function, the Board also may hold special meetings or communicate directly with the Trust’s officers
to address matters arising between regular meetings. The Board has established a committee structure that includes an Audit Committee
(discussed in more detail below). The Audit Committee is comprised entirely of independent Trustees.
Qualification of Trustees. The Board
has considered each Trustee’s experience, qualifications, attributes and skills in light of the Board’s function and
the Trust’s business and structure, and has determined that each Trustee possesses experience, qualifications, attributes
and skills that enable the Trustee to be an effective member of the Board. In this regard, the Board has considered the following
specific experience, qualifications, attributes and/or skills for each Trustee:
Kelley J. Brennan |
Mr. Brennan brings years of financial and accounting expertise having worked for PricewaterhouseCoopers LLP, an international accounting firm, for over 30 years including over 20 years providing audit and other related services to investment companies. He also has prior investment company board experience serving as a trustee of the PNC Funds for five years. |
|
|
Tobias Caldwell |
Mr. Caldwell is the manager of a real estate investment firm. Mr. Caldwell has served on the board of a mutual fund complex for over ten years, including as chair of the audit committee for many years. Mr. Caldwell’s experience in the real estate and investment industries provide the Board with an additional perspective and understanding of the Fund’s investment strategies. |
|
|
Nicholas Carmi |
Mr. Carmi is the Head of Financial Markets of BitGo Holdings, a provider of digital asset services to institutional clients and high-net-worth investors. Mr. Carmi brings over 25 years of experience in financial services in prime brokerage services. Mr. Carmi’s experience in cryptocurrency provides the Board with an additional perspective and understanding of the Fund’s investment strategies. |
The Board has determined that each of the
Trustees’ careers and background, combined with their interpersonal skills and general understanding of financial and other
matters, enable the Trustees to effectively participate in and contribute to the Board’s functions and oversight of the Trust.
References to the qualifications, attributes and skills of Trustees are pursuant to requirements of the SEC, do not constitute
holding out the Board or any Trustee as having any special expertise or experience, and shall not impose any greater responsibility
on any such person or on the Board by reason thereof.
Trustee Standing Committees. The
Trustees have established the following standing committees:
Audit Committee: All the Independent
Trustees are members of the Audit Committee. The Audit Committee oversees the Funds’ accounting and financial reporting policies
and practices, reviews the results of the annual audits of the Funds’ financial statements, and interacts with the Funds’
independent registered public accountants on behalf of all the Trustees. The Audit Committee also serves as the Trust’s qualified
legal compliance committee. The Audit Committee operates pursuant to an Audit Committee Charter and meets periodically as necessary.
The Audit Committee met twice during the past year.
Nominating and Corporate Governance
Committee: All the Independent Trustees are members of the Nominating and Corporate Governance Committee. The Nominating and
Corporate Governance Committee’s purposes, duties and powers are set forth in its written charter included as Appendix
B. This charter also describes the process by which shareholders of the Trust may make nominations. The Nominating and Corporate
Governance Committee met once during the past year.
Proxy Voting Committee: All the
Independent Trustees are members of the Proxy Voting Committee. The Proxy Voting Committee will determine how the Funds should
cast their votes, if called upon by the Board or the Adviser, when a matter with respect to which the Funds is entitled to vote
presents a conflict between the interests of the Funds’ shareholders, on the one hand, and those of the Funds’ Adviser,
principal underwriter or an affiliated person of the Funds, its investment adviser, or principal underwriter, on the other hand.
The Proxy Voting Committee will also review the Trust’s Proxy Voting Policy and recommend any changes to the Board as it
deems necessary or advisable. The Proxy Voting Committee meets only as necessary and did not meet with respect to the Funds as
of the date of this SAI.
Trustees’ Ownership
of Fund Shares. The table below shows for each Trustee the amount of Fund equity securities beneficially owned by each Trustee
and the aggregate value of all investments in equity securities of the Funds complex, as of a valuation date of December 31, 2021
and stated as one of the following ranges: A = None; B = $1-$10,000; C = 10,001-$50,000; D = $50,001-100,000; and E = over $100,000.
|
Dollar Range
of
Equity Securities in
the Funds
|
Aggregate Dollar Range of
Equity Securities in All
Registered Investment
Companies Overseen by
Director in Family of
Investment Companies |
Independent Trustee |
Bitcoin Fund |
Commodity Fund
|
Kelley J. Brennan |
A |
A |
A |
Tobias Caldwell |
A |
A |
A |
Nicholas Carmi |
A |
A |
A |
Compensation. Officers of the Trust
and Trustees who are “interested persons” of the Trust or the Adviser will receive no salary or fees from the Trust.
Officers of the Trust and interested Trustees do receive compensation directly from certain service providers to the Trust. Before
December 1, 2021, each Trustee who is not an “interested person” received a fee of $5,000 each year, plus a fee of
$1,500 per Fund each year, and $200 per Fund per Board or committee meeting attended. Beginning December 1, 2021, each Trustee
who is not an “interested person” received a fee of $12,000 each year, plus a fee of $1,000 per Fund per Board meeting
and $1,000 per committee meeting attended, and $250 for each special telephonic meeting. The Trust reimburses each Trustee and
officer for his or her travel and other expenses relating to attendance at such meetings. During the most recent fiscal year, the
Trustees received the following compensation from the Fund.
Name of Trustee |
Aggregate
Compensation
From the Funds |
Pension or
Retirement Benefits
Accrued as Part of
Fund Expenses |
Estimated Annual
Benefits
Upon Retirement |
Total Compensation
From
Funds and Fund
Complex
Paid to Trustees |
Independent Trustees |
Kelley J. Brennan |
$1,192 |
N/A |
N/A |
$11,117 |
Tobias Caldwell |
$1,192 |
N/A |
N/A |
$11,117 |
Nicholas Carmi |
$0 |
N/A |
N/A |
$0 |
|
** Each of the Trustees
serves as a Trustee to each Series of the Trust. During the year Stephen Poppin resigned from the Board. His aggregate compensation
from the fund was $1,192, and his total compensation from all series of the IDX Funds was $11,117.
Control Persons and Principal Holders
of Securities. As of the date of this SAI, the Trustees and officers of the Trust as a group owned beneficially (i.e.,
directly or indirectly had voting and/or investment power) less than 1% of the then outstanding shares of the Funds.
A principal shareholder is any person who
owns (either of record or beneficially) 5% or more of the outstanding shares of the respective Fund. A control person is one who
owns, either directly or indirectly, more than 25% of the voting securities of the Fund or acknowledges the existence of such control.
As a controlling shareholder, each of these persons could control the outcome of any proposal submitted to the shareholders for
approval, including changes to the Fund’s fundamental policies or the terms of the investment advisory agreement. As of April
15, 2022, the Trustees and officers of the Trust as a group beneficially owned (i.e., had direct or indirect voting and/or investment
power) less than 1% of the then-outstanding shares of the Funds. On the same date, no shareholders owned of record or beneficially
5% or more of the outstanding shares of any class of the Fund.
A shareholder owning of record or beneficially
more than 25% of the Fund’s outstanding shares may be considered a controlling person. That shareholder’s vote could
have a more significant effect on matters presented at a shareholders’ meeting than the vote of other shareholders. As of
the date of this filing, no shareholder represented a controlling interest.
EXPENSES
The Funds’ expenses include taxes,
interest, fees and salaries of the Trust’s Trustees and officers who are not trustees, officers or employees of the Funds’
service contractors, SEC fees, state securities qualification fees, costs of preparing and printing prospectuses for regulatory
purposes and for distribution to existing shareholders, advisory and administration fees, charges of the custodian and of the transfer
and dividend disbursing agent, certain insurance premiums, outside auditing and legal expenses, costs of shareholder reports and
shareholder meetings and any extraordinary expenses. The Funds also pay for brokerage fees and commissions (if any) in connection
with the purchase and sale of portfolio securities.
MANAGEMENT AND ADMINISTRATION
Investment Adviser. IDX Advisors,
LLC (the “Adviser”), subject to the authority of the Board, is responsible for the overall management and administration
of the Funds’ business affairs. The Adviser supervises the Funds’ investments pursuant to an investment advisory agreement
with the Trust with respect to the Funds. Under the investment advisory agreement with respect to the Funds, the Adviser receives
a fee from the Funds calculated at the annual rate of 1.99% of the average daily net assets of the Funds. The investment advisory
agreement is effective for an initial two-year period and will be renewed thereafter only so long as such renewal and continuance
is specifically approved at least annually by the Trustees or by vote of a majority of the Funds’ outstanding voting securities,
provided the continuance is also approved by a majority of the Trustees who are not parties to the investment advisory agreements
or interested persons of any such party.
The tables below provide the compensation
paid to the Adviser by the Funds, including any fee waivers and expense reimbursements made by the Adviser during the fiscal year
indicated:
IDX Risk-Managed Bitcoin Strategy Fund
Fiscal Year Ended
December 31 |
Management
Fees Accrued |
Management Fee
Waivers |
Expense
Reimbursements |
Net Management Fees
Received by the
Adviser |
2021 |
$63,230 |
($46,663) |
$0 |
$16,567 |
IDX Commodity Opportunities Fund
Fiscal Year Ended
December 31 |
Management
Fees Accrued |
Management Fee
Waivers |
Expense
Reimbursements |
Net Management
Fees Received by
the Adviser |
* |
* |
* |
* |
* |
*The Fund did not commence operations until October 19, 2022.
Subject to the investment advisory agreement
between the Trust and the Adviser with respect to the Funds, the Adviser manages the Fund’s investments subject to approval
of the Board of Trustees and pays all the expenses of the Funds except costs of membership in trade associations, SEC registration
fees and related expenses, brokerage, taxes, litigation expenses, fees and expenses of non-interested Trustees and extraordinary
expenses. The Adviser manages the operations of the Funds and manages, or directs the management of, the Funds’ investments
in accordance with the stated policies of the Funds, subject to the approval of the Trustees.
Under the Funds’ investment advisory
agreement, the Adviser is not liable for any error of judgment or mistake of law or for any loss suffered by the Funds in connection
with the performance of such investment advisory agreements, except a loss resulting from a breach of fiduciary duty with respect
to the receipt of compensation for services; or a loss resulting from willful misfeasance, bad faith, or gross negligence on the
part of the Adviser in the performance of its duties; or from its reckless disregard of its duties and obligations under the investment
advisory agreements.
In addition to the management fee described
above, the Adviser may also receive certain benefits from its management of the Funds in the form of brokerage or research services
received from brokers under arrangements under Section 28(e) of the 1934 Act and the terms of the Funds’ investment advisory
agreements. For a description of these potential benefits, see the description under “Portfolio Transactions And Brokerage
Allocation -- Brokerage Selection.”
Portfolio Managers. The portfolio
managers are responsible for the daily management of the Funds and are compensated with a base salary plus a discretionary bonus.
The bonus is determined by the business unit’s revenue and profitability as well as the individual’s contribution to
the business unit. The bonus is discretionary and is not based specifically on portfolio performance.
As of the most recent fiscal year ended
December 31, the portfolio manager was responsible for managing the following types of accounts (other than the Funds):
Portfolio Manager |
Type of Accounts |
Total
Number
of Other
Accounts
Managed |
Total
Assets
of Other
Accounts
Managed |
Number of
Accounts
Managed
with
Advisory
Fee Based
on
Performance |
Total Assets
of Accounts
Managed
with
Advisory
Fee Based
on
Performance |
Ben McMillan |
Registered Investment Companies |
1 |
$60,784,195 |
0 |
$0 |
|
Other Pooled Investment Vehicles |
2 |
$8,170,684 |
0 |
$0 |
|
Other Accounts |
0 |
$0 |
0 |
$0 |
Joshua Myers |
Registered Investment Companies |
0 |
$0 |
0 |
$0 |
|
Other Pooled Investment Vehicles |
0 |
$0 |
0 |
$0 |
|
Other Accounts |
0 |
$0 |
0 |
$0 |
Ownership of Securities.
The table below shows the amount of Funds equity securities beneficially owned by each portfolio manager as of the most recent
fiscal year ended December 31, stated as one of the following ranges: A = None; B = $1-$10,000; C = $10,001-$50,000; D = $50,001-$100,000;
E = $100,001-$500,000; F = $500,001-$1,000,000; and G = over $1,000,000.
|
Dollar Range of Equity Securities in the Fund |
Portfolio Manager |
Bitcoin Fund |
Commodity Fund |
Ben McMillan |
A |
A |
Joshua Myers |
A |
A |
Conflicts of Interest. As described
above, the portfolio managers provide investment advisory and other services to clients other than the Funds. In addition, the
portfolio managers may carry on investment activities for their own account(s) and/or the accounts of family members. Except as
described above, none of the portfolio managers beneficially own any equity securities of the Funds. The Funds have no interest
in these activities. As a result of the foregoing, the portfolio managers are engaged in substantial activities other than on behalf
of the Funds, and may have differing economic interests in respect of such activities and may have conflicts of interest in allocating
investment opportunities.
There may be circumstances under which
the portfolio managers will cause one or more other accounts to commit a larger percentage of their assets to an investment opportunity
than the percentage of the Funds’ assets that the portfolio manager commits to such investment. There also may be circumstances
under which the portfolio managers purchase or sell an investment for the other accounts and do not purchase or sell the same investment
for the Funds, or purchase or sell an investment for the Funds and do not purchase or sell the same investment for the other accounts.
It is generally the Adviser’s policy that investment decisions for all accounts that a portfolio manager manages be made
based on a consideration of their respective investment objectives and policies, and other needs and requirements affecting the
accounts and that investment transactions and opportunities be fairly allocated among the Funds and other accounts. For example,
the Adviser has written policies and procedures with respect to allocation of block trades and/or investment opportunities among
the Funds and other clients of the Adviser. When feasible, the portfolio managers will group or block various orders to more efficiently
execute orders and receive reduced commissions in order to benefit the Funds and the Adviser’s other client accounts.
In connection with its management of the
Funds, the Adviser has registered with the CFTC as a commodity pool operator (a “CPO”) and the Funds as a commodity
pool under the Commodity Exchange Act (the “CEA”). Accordingly, for the Funds, the Adviser is subject to registration
and regulation as a CPO under the CEA, and must comply with various regulatory requirements under the CEA and the rules and regulations
of the CFTC and the National Futures Association (“NFA”), including disclosure requirements and reporting and recordkeeping
requirements. The Adviser is also subject to periodic inspections and audits by the NFA. Compliance with these regulatory requirements
could adversely affect the Funds’ total return. In this regard, any further amendment to the CEA or its related regulations
that subject the Adviser or the Funds to additional regulation may have adverse impacts on the Funds’ operations and expenses.
Administrator and Transfer Agent. Gryphon
Fund Group, LLC (the “Administrator”), with principal offices at 3900 Park East Drive, #200, Beachwood, OH 44122, provides
accounting and administrative services for the Trust pursuant to a Master Services Agreement (“MSA”). Under the Administration
Agreement, the Administrator is responsible for a wide variety of functions, including but not limited to: (a) Fund accounting
services; (b) financial statement preparation; (c) valuation of the Funds’ portfolio securities; (d) pricing the Funds’
shares; (e) assistance in preparing tax returns; (f) preparation and filing of required regulatory reports; and (g) coordination
of Board and shareholder meetings. Gryphon Fund Group, LLC also serves as the Fund’s transfer agent (the “Transfer
Agent”), which provides transfer agency, dividend disbursing agency, and shareholder servicing agency services for the Trust.
Under the MSA, the Transfer Agent is responsible for a wide variety of functions, including but not limited to: (a) communications
with shareholders; and (b) maintaining shareholder account records.
The Fund has adopted a Shareholder Services
Plan on behalf of its Investor and Institutional Class shares to pay for shareholder support services from the Fund’s assets
pursuant to a shareholder services agreement in an amount not to exceed 0.15% of average daily net assets of the Fund attributable
to the Class shares. Under the plan, the Fund may pay shareholder servicing fees to shareholder servicing agents who have entered
into written shareholder servicing agreements with the Fund and perform shareholder servicing functions and maintenance of shareholder
accounts on behalf of the Class’s shareholders. Such services include: (1) establishing and maintaining accounts and records
relating to shareholders who invest in the class; (2) aggregating and processing purchase and redemption requests and transmitting
such orders to the transfer agent; (3) providing shareholders with a service that invests the assets of their accounts in shares
of the Fund pursuant to specific or pre-authorized instructions; (4) processing dividend and distribution payments from the Fund
on behalf of shareholders; (5) providing information periodically to shareholders as to their ownership of shares or about other
aspects of the operations of the Fund; (6) responding to shareholder inquiries concerning their investment; (7) providing sub-accounting
with respect to shares of the Fund beneficially owned by shareholders or the information necessary for sub-accounting; (8) forwarding
shareholder communications (such as proxies, shareholder reports, annual and semi-annual financial statements and dividend, distribution
and tax notices); and (9) providing similar services as may reasonably be requested.
During the fiscal years listed below, the
Administrator received the following fees from the Funds for its services:
IDX Risk-Managed Bitcoin Strategy Fund
Fiscal Year Ended December 31 |
Administration |
Fund Accounting |
Transfer Agent |
2021 |
$4,945 |
$4,684 |
$0 |
IDX Risk-Managed Commodities Strategy
Fund
Fiscal Year Ended December 31 |
Administration |
Fund Accounting |
Transfer Agent |
2021* |
N/A |
N/A |
N/A |
*The Fund did not commence operations until October 19, 2022.
Distributor.
Shares of the Funds are offered on a continuous basis through Foreside Fund Services, LLC (the “Distributor”), located
at Three Canal Plaza, Suite 100, Portland, Maine 04101, as distributor pursuant to a distribution agreement between the Distributor
and the Fund. The Distributor is not obligated to sell any specific amount of Fund shares. The Distributor acts as the agent of
the Trust in connection with the offering of shares of the Funds. The Distributor continually distributes shares of the Funds on
a best efforts basis. The Distributor has no obligation to sell any specific quantity of Fund shares. The Distributor and its officers
have no role in determining the investment policies or which securities are to be purchased or sold by the Trust. The Distributor
is not compensated by the Funds, but is instead compensated by the Adviser for certain distribution related activities. All Rule
12b-1 fees received, that are not immediately used to compensate intermediaries, are held in retention for future distribution
related expenses.
The Distributor
may enter into agreements with selected broker-dealers, banks or other financial intermediaries for distribution of shares of the
Funds. With respect to certain financial intermediaries and related fund “supermarket” platform arrangements, the Funds
and/or the Adviser, rather than the Distributor, typically enter into such agreements.
These financial
intermediaries may charge a fee for their services and may receive shareholder service or other fees from parties other than the
Distributor. These financial intermediaries may otherwise act as processing agents and are responsible for promptly transmitting
purchase, redemption and other requests to the Funds.
Investors
who purchase shares through financial intermediaries will be subject to the procedures of those intermediaries through which they
purchase shares, which may include charges, investment minimums, cutoff times and other restrictions in addition to, or different
from, those listed herein. Information concerning any charges or services will be provided to customers by the financial intermediary
through which they purchase shares. Investors purchasing shares of the Funds through financial intermediaries should acquaint
themselves with their financial intermediary’s procedures and should read the Prospectus in conjunction with any materials
and information provided by their financial intermediary. The financial intermediary, and not its customers, will be the shareholder
of record, although customers may have the right to vote shares depending upon their arrangement with the intermediary. The Distributor
does not receive compensation from the Funds for its distribution services. The Adviser pays the Distributor a fee for certain
distribution-related services.
The Funds have adopted a Distribution Plan
(“Plan”) pursuant to Rule 12b-1 of the 1940 Act (see “Administration – Distribution of Shares” in
the Prospectus and “Purchases, Redemptions and Special Shareholder Services – Additional Information” below).
As required by Rule 12b-1, the Plan (together with the Distribution Agreement) was approved by the Trustees and separately by a
majority of the Trustees who are not interested persons of the Trust and who have no direct or indirect financial interest in the
operation of the Plan and the Distribution Agreement. The Plan provides that the Trusts’ Treasurer shall provide to the Trustees,
at least quarterly, a written report of the amounts expended pursuant to the Plan and the purposes of such expenditures. The continuation
of the Plan must be considered by the Trustees annually.
Potential benefits of the Plan to the Funds
include improved shareholder services and savings to the Funds in certain operating expenses. It is anticipated that the Plan will
benefit shareholders because an effective sales program typically is necessary for the Funds to reach and maintain a sufficient
size to achieve efficiently investment objectives and to realize economies of scale.
Under the Plan, the Funds may use 12b-1
fees to compensate broker-dealers for sales of Fund shares, or for other expenses associated with distributing Fund shares. The
Funds may expend up to 0.25% for Investor Class shares of the Funds’ average daily net assets annually to pay for any activity
primarily intended to result in the sale of shares of the Funds and the servicing of shareholder accounts, provided that the Trustees
have approved the category of expenses for which payment is being made. Under ordinary circumstances, the Funds expect sales of
Fund shares to involve a payment to broker-dealers; however, certain sales of Fund shares (e.g., sales to: (1) to current
and retired officers and Trustees of the Trust; to clients (including custodial, agency, advisory and trust accounts) and current
and retired officers and employees of the Adviser; to officers and employees of the Administrator; to persons associated with law
firms, consulting firms and others providing services to the Trust; and to such persons’ spouses, parents, siblings and lineal
descendants and their beneficial accounts; or (2) to investors purchasing amounts of Investor Class shares greater than $3 million)
may be made with or without remitting compensation to any broker-dealer.
Custodian. U.S. Bank, NA serves
as custodian for the Funds’ assets. The Custodian acts as the depository for the Funds, safekeeps their portfolio securities,
collects all income and other payments with respect to portfolio securities, disburses monies at the Funds’ request and maintains
records in connection with its duties as Custodian. For its services as Custodian, the Custodian is entitled to receive from the
Funds an annual fee based on the average net assets of the Funds held by the Custodian plus additional out-of-pocket and transaction
expenses incurred by the Funds.
Independent Registered Public Accounting
Firm. The Trustees have selected the firm of Cohen & Company, 1350 Euclid Avenue, Suite 800, Cleveland, OH 44115, to serve
as independent registered public accountants for the Funds to audit the annual financial statements of
the Funds and prepare the Funds’ tax returns.
Independent registered public accountants
will audit the financial statements of the Funds at least once each year. Shareholders will receive annual audited and semi-annual
(unaudited) reports when published and written confirmation of all transactions in their account. A copy of the most recent Annual
Report will accompany the SAI whenever a shareholder or a prospective investor requests it.
Legal Counsel. Fintech Law, LLC,
6224 Turpin Hills Drive, Cincinnati, OH 45244 serves as legal counsel to the Trust and the independent Trustees.
CODE OF ETHICS
The
Trust and the Adviser, each have adopted a code of ethics, as required by applicable law, which is designed to prevent affiliated
persons of the Trust and the Adviser from engaging in deceptive, manipulative, or fraudulent activities in connection with securities
held or to be acquired by the Funds (which may also be held by persons subject to a code). Each code permits the applicable entity’s
employees and officers to invest in securities, subject to certain restrictions and pre-approval requirements. In addition, the
Trust’s and Adviser’s codes require that portfolio managers and other investment personnel of the Adviser report their
personal securities transactions and holdings, which are reviewed for compliance with the code of ethics.
PROXY VOTING POLICIES
The Trust has adopted a proxy voting and
disclosure policy that delegates to the Adviser the authority to vote proxies for the Funds, subject to oversight of the Trustees.
Copies of the Trust’s Proxy Voting Policies and Procedures and the Adviser’s Proxy Voting Policy are included as Appendix
A to this SAI.
Each year the Funds are required to file
Form N-PX stating how the Funds voted proxies relating to portfolio securities during the most recent 12-month period ended June
30, within 60 days after the end of such period. Information regarding how the Funds voted proxies as set forth in its most recent
filing of Form N-PX will be available (1) without charge, upon request, by calling the Funds at 216-329-4271; and (2) on the SEC’s
website at http://www.sec.gov.
PURCHASES, REDEMPTIONS AND SPECIAL SHAREHOLDER
SERVICES
Purchases. Reference is made to
“Purchasing Shares” in the Prospectus for more information concerning how to purchase shares. Specifically, potential
investors should refer to the Prospectus for information regarding purchasing shares by mail or bank wire, and for information
regarding telephone orders. Potential investors should also refer to the Prospectus for information regarding the Funds’
Institutional shares, and their respective fees and expenses. The Prospectus also describes the Funds’ automatic investment
plan and certain rights reserved by the Funds with respect to orders for Fund shares. The following information supplements the
information regarding share purchases in the Prospectus:
Pricing of Orders. Shares of the
Funds will be offered and sold on a continuous basis. The purchase price of shares of the Funds is based on the net asset value
next determined after the order is received, subject to the order being accepted by the Funds in good form. Net asset value is
normally determined at 4:00 p.m. Eastern time, as described under “Net Asset Value” below.
Regular Accounts. The regular account
allows for voluntary investments to be made at any time. Available to individuals, custodians, corporations, trusts, estates, corporate
retirement plans, and others, investors are free to make additions and withdrawals to or from their account as often as they wish.
When an investor makes an initial investment in the Funds, a shareholder account is opened in accordance with the investor’s
registration instructions. Each time there is a transaction in a shareholder account, such as an additional investment or the reinvestment
of a dividend or distribution, the shareholder will receive a confirmation statement showing the current transaction and all prior
transactions in the shareholder account during the calendar year to date, along with a summary of the status of the account as
of the transaction date.
Purchases in Kind. The Funds may
accept securities in lieu of cash in payment for the purchase of shares in the Funds. The acceptance of such securities is at the
sole discretion of the Adviser based upon the suitability of the securities accepted for inclusion as a long-term investment of
the Funds, the marketability of such securities, and other factors that the Adviser may deem appropriate. If accepted, the securities
will be valued using the same criteria and methods as described in “Investing in the Funds – Pricing of Shares”
in the Prospectus.
Share Certificates. The Funds normally
does not issue stock certificates. Evidence of ownership of shares is provided through entry in the Funds’ share registry.
Investors will receive periodic account statements (and, where applicable, purchase confirmations) that will show the number of
shares owned.
Redemptions. Reference is made to
“Redeeming Shares” in the Prospectus for more information concerning how to redeem shares. Specifically, investors
wishing to redeem shares in the Funds should refer to the Prospectus for information regarding redeeming shares by mail, telephone/fax
or bank wire. The Prospectus also describes the Funds’ policy regarding accounts that fall below the Funds’ required
minimums, redemptions in kind, signature guarantees and other information about the Funds’ redemption policies. The following
information supplements the information regarding share redemptions in the Prospectus:
Suspension of Redemption Privileges
and Postponement of Payment. The Funds may suspend redemption privileges or postpone the date of payment (i) during any period
that the NYSE is closed for other than customary weekend and holiday closings, or that trading on the NYSE is restricted as determined
by the SEC; (ii) during any period when an emergency exists as defined by the rules of the SEC as a result of which it is not reasonably
practicable for the Funds to dispose of securities owned by it, or to determine fairly the value of its assets; and (iii) for such
other periods as the SEC may permit. The Funds may also suspend or postpone the recordation of the transfer of shares upon the
occurrence of any of the foregoing conditions. Any redemption may be more or less than the shareholder’s cost depending on
the market value of the securities held by the Funds. No charge is made by the Funds for redemptions other than the redemptions
of shares held for less than 90 days and possible charge for wiring redemption proceeds.
Involuntary Redemptions. In addition
to the situations described in the Prospectus under “Redeeming Shares,” the Funds may redeem shares involuntarily to
reimburse the Funds for any loss sustained by reason of the failure of a shareholder to make full payment for shares purchased
by the shareholder or to collect any charge relating to a transaction effected for the benefit of a shareholder which is applicable
to Funds shares as provided in the Prospectus from time to time.
Additional Information. Following
is additional information regarding certain services and features related to purchases, redemptions, and distribution of Fund shares.
Investors who have questions about any of this information should call the Funds at 216-329-4271.
Transfer of Registration. To transfer
shares to another owner, send a written request to the Funds:
IDX Funds
c/o Gryphon Fund Group
3900 Park East Drive,
#200
Beachwood, OH 44122.
Your request should include the following:
(1) the Funds name and existing account registration; (2) signature(s) of the registered owner(s) exactly as the signature(s) appear(s)
on the account registration; (3) the new account registration, address, social security or taxpayer identification number, and
how dividends and capital gains are to be distributed; (4) signature guarantees (See the Prospectus under the heading “Redeeming
Shares - Signature Guarantees”); and (5) any additional documents which are required for transfer by corporations, administrators,
executors, trustees, guardians, etc. If you have any questions about transferring shares, call or write the Funds.
Mailing Shareholder Communications.
Accounts having the same mailing address may consent in writing to sharing a single mailing of shareholder reports, proxy statements
(but each such shareholder would receive his/her own proxy) and other Fund literature.
Dealers. Compensation may include
financial assistance to dealers in connection with conferences, sales or training programs for their employees, seminars for the
public, advertising campaigns regarding the Funds, and/or other dealer-sponsored special events, to the extent permitted under
applicable law and the rules and regulations of the FINRA. None of the aforementioned compensation is paid directly by the Funds
or its shareholders although the Distributor may use a portion of the payment it receives under the Distribution Plan to pay these
expenses.
Additional Information About Redemptions.
The right to redeem shares of the Funds can be suspended and the payment of the redemption price deferred when the NYSE is
closed (other than for customary weekend and holiday closings), during periods when trading on the NYSE is restricted as determined
by the SEC, or during any emergency as determined by the SEC which makes it impracticable for the Funds to dispose of its securities
or value its assets, or during any other period permitted by order of the SEC for the protection of investors.
Due to the relatively high cost of maintaining
small accounts, the Funds reserve the right to liquidate a shareholder’s account if, because of redemptions or transfers
(but not required IRA distributions), the account’s balance falls below the minimum initial investment required for your
type of account (see “Minimum Initial Investment” in the Prospectus). Prior to such a redemption, shareholders will
be given 60 days’ written notice to make an additional purchase. However, no such redemption would be required by the Trust
if the cause of the low account balance was a reduction in the net asset value of shares. No redemption fee will be imposed with
respect to such involuntary redemptions.
The Funds do not intend, under normal circumstances,
to redeem shares by payment in kind. It is possible, however, that conditions may arise in the future that would, in the opinion
of the Trustees, make it undesirable for the Funds to pay for all redemptions in cash. In such a case, the Trustees may authorize
payment to be made in readily marketable portfolio securities of the Funds. Securities delivered in payment of redemptions would
be valued at the same value assigned to them in computing the net asset value per share. Shareholders receiving them would incur
brokerage costs when these securities are sold.
NET ASSET VALUE
The net asset value and net asset value
per share of the Funds normally is determined at the time regular trading closes on the NYSE (currently 4:00 p.m., New York time,
Monday through Friday), except on business holidays when the NYSE is closed. The NYSE recognizes the following holidays: New Year’s
Day, Martin Luther King, Jr. Day, President’s Day, Good Friday, Memorial Day, Fourth of July, Labor Day, Thanksgiving Day,
and Christmas Day. Any other holiday recognized by the NYSE will be considered a business holiday on which the net asset value
of shares of the Funds will not be calculated.
In computing the Funds’ net asset
value, all liabilities incurred or accrued are deducted from its total assets. The resulting net assets are divided by the number
of shares of the Funds outstanding at the time of the valuation and the result is the net asset value per share of the Funds.
The pricing and valuation of portfolio
securities is determined in good faith in accordance with procedures established by, and under the direction of, the Trustees.
Values are determined according to accepted accounting practices and all laws and regulations that apply. Using methods approved
by the Trustees, the assets of the Funds are valued as follows:
| ● | Securities that are listed on a securities exchange are valued at the last quoted sales price at
the time the valuation is made. Price information on listed securities is taken from the exchange where the security is primarily
traded by the Funds. |
| ● | Securities that are listed on an exchange and which are not traded on the valuation date are valued
at the bid price. Options held by the Funds for which no current quotations are readily available and which are not traded on the
valuation date is valued at the mean price. |
| ● | Unlisted securities for which market quotations are readily available are valued at the latest
quoted sales price, if available, at the time of valuation, otherwise, at the latest quoted bid price. |
| ● | Temporary cash investments with maturities of 60 days or less will be valued at amortized cost,
which approximates market value. |
| ● | Securities for which no current quotations are readily available are valued at fair value as determined
in good faith using methods approved by the Trustees. Securities may be valued based on prices provided by a pricing service when
such prices are believed to reflect the fair market value of such securities. |
| ● | Securities may be valued based on prices provided by a pricing service when such prices are believed
to reflect the fair value of such securities. |
Subject to the provisions of the Trust
Instrument, determinations by the Trustees as to the direct and allocable liabilities of the Funds and the allocable portion of
any general assets are conclusive. As described in the Prospectus, the Adviser is responsible for notifying the Trustees or the
Trust’s Fair Value Committee when it believes that fair value pricing is required for a particular security. The Trust has
adopted Fair Value Pricing procedures and instructions that apply to investments by the Funds in restricted securities and warrants
(“Restricted Securities”). A description of these procedures and instructions is included in the Prospectus and is
incorporated herein by reference. As explained in the Prospectus, because the Funds’ fair valuing of Restricted Securities
is a determination of the amount that the owner might reasonably expect to receive for them upon their current sale, the Funds
are subject to the risk that the Funds’ fair valued prices are not accurate, and that the fair value price is not reflective
of the value the Funds will receive upon a sale of the security.
ADDITIONAL TAX DISCLOSURE
The following discussion is a summary of
certain U.S. federal income tax considerations affecting the Funds and its shareholders. The discussion reflects applicable
federal income tax laws of the United States as of the date of this SAI, which tax laws may be changed or subject to new interpretations
by the courts or the Internal Revenue Service (the “IRS”), possibly with retroactive effect. No attempt
is made to present a detailed explanation of all U.S. income, estate or gift tax, or foreign, state or local tax concerns
affecting the Funds and its shareholders (including shareholders owning large positions in the Funds). The discussion
set forth herein does not constitute tax advice. Investors are urged to consult their own tax advisors to determine
the tax consequences to them of investing in the Funds.
In addition, no attempt is made to address
tax concerns applicable to an investor with a special tax status such as a financial institution, real estate investment trust,
insurance company, regulated investment company (“RIC”), individual retirement account, other tax-exempt entity, dealer
in securities or non-U.S. investor. Furthermore, this discussion does not reflect possible application of the alternative
minimum tax (“AMT”). Unless otherwise noted, this discussion assumes shares of the Funds are held by U.S.
shareholders and that such shares are held as capital assets.
A U.S. shareholder is a beneficial owner
of shares of the Funds that are for U.S. federal income tax purposes:
| ● | a citizen or individual resident of the
United States (including certain former citizens and former long-term residents); |
| ● | a corporation or other entity treated
as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States or any state
thereof or the District of Columbia; |
| ● | an estate, the income of which is subject
to U.S. federal income taxation regardless of its source; or |
| ● | a trust with respect to which a court
within the United States is able to exercise primary supervision over its administration and one or more U.S. shareholders have
the authority to control all of its substantial decisions or the trust has made a valid election in effect under applicable Treasury
regulations to be treated as a U.S. person. |
A “Non-U.S. shareholder” is
a beneficial owner of shares of the Funds that is an individual, corporation, trust or estate and is not a U.S. shareholder. If
a partnership (including any entity treated as a partnership for U.S. federal income tax purposes) holds shares of the Funds, the
tax treatment of a partner in the partnership generally depends upon the status of the partner and the activities of the partnership. A
prospective shareholder who is a partner of a partnership holding the Funds shares should consult its tax advisors with respect
to the purchase, ownership and disposition of its Fund shares.
Taxation as a RIC. The Funds intend
to qualify and remain qualified as a RIC under the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”).
The Fund will qualify as a RIC if, among other things, it meets the source-of-income and the asset-diversification requirements.
With respect to the source-of-income requirement, the Funds must derive in each taxable year at least 90% of its gross income (including
tax-exempt interest) from (i) dividends, interest, payments with respect to certain securities loans, gains from the sale or other
disposition of stock, securities or foreign currencies, or other income (including but not limited to gains from options, futures
and forward contracts) derived with respect to its business of investing in such shares, securities or currencies and (ii) net
income derived from an interest in a “qualified publicly traded partnership.” A “qualified publicly traded partnership”
is generally defined as a publicly traded partnership under Internal Revenue Code section 7704. However, for these purposes, a
qualified publicly traded partnership does not include a publicly traded partnership if 90% or more of its income is described
in (i) above. Income derived from a partnership (other than a qualified publicly traded partnership) or trust is qualifying income
to the extent such income is attributable to items of income of the partnership or trust which would be qualifying income if realized
by the Funds in the same manner as realized by the partnership or trust.
If a RIC fails this 90% source-of-income
test it is no longer subject to a 21% penalty as long as such failure was due to reasonable cause and not willful neglect. Instead,
the amount of the penalty for non-compliance is the amount by which the non-qualifying income exceeds one-ninth of the qualifying
gross income.
With respect to the asset-diversification
requirement, the Funds must diversify its holdings so that, at the end of each quarter of each taxable year (i) at least 50% of
the value of the Funds’ total assets is represented by cash and cash items, U.S. government securities, the securities of
other RICs and other securities, if such other securities of any one issuer do not represent more than 5% of the value of the Funds’
total assets or more than 10% of the outstanding voting securities of such issuer, and (ii) not more than 25% of the value of the
Funds’ total assets is invested in the securities other than U.S. government securities or the securities of other RICs of
(a) one issuer, (b) two or more issuers that are controlled by the Funds and that are engaged in the same, similar or related trades
or businesses, or (c) one or more qualified publicly traded partnerships.
If a RIC fails this asset-diversification
test, such RIC, in addition to other cure provisions previously permitted, has a 6-month period to correct any failure without
incurring a penalty if such failure is “de minimis,” meaning that the failure does not exceed the lesser of 1% of the
RIC’s assets, or $10 million.
Similarly, if a RIC fails this asset-diversification
test and the failure is not de minimis, a RIC can cure failure if: (a) the RIC files with the Treasury Department a description
of each asset that causes the RIC to fail the diversification tests; (b) the failure is due to reasonable cause and not willful
neglect; and (c) the failure is cured within six months (or such other period specified by the Treasury). In such cases, a tax
is imposed on the RIC equal to the greater of: (a) $50,000 or (b) an amount determined by multiplying the highest rate of tax (currently
21%) by the amount of net income generated during the period of diversification test failure by the assets that caused the RIC
to fail the diversification test.
If the Funds qualify as a RIC and distributes
to their shareholders, for each taxable year, at least 90% of the sum of (i) its “investment company taxable income”
as that term is defined in the Internal Revenue Code (which includes, among other things, dividends, taxable interest, the excess
of any net short-term capital gains over net long-term capital losses and certain net foreign exchange gains as reduced by certain
deductible expenses) without regard to the deduction for dividends paid, and (ii) the excess of its gross tax-exempt interest,
if any, over certain deductions attributable to such interest that are otherwise disallowed, the Funds will be relieved of U.S.
federal income tax on any income of the Funds, including long-term capital gains, distributed to shareholders. However, any ordinary
income or capital gain retained by the Funds will be subject to U.S. federal income tax at regular corporate federal income tax
rates (currently at a maximum rate of 21%). The Funds intend to distribute at least annually all or substantially all of their
investment company taxable income, net tax-exempt interest, and net capital gain.
The Funds will generally be subject to
a nondeductible 4% federal excise tax on the portion of their undistributed ordinary income with respect to each calendar year
and undistributed capital gains if they fail to meet certain distribution requirements with respect to the one-year period ending
on October 31 in that calendar year. To avoid the 4% federal excise tax, the required minimum distribution is generally equal to
the sum of (i) 98% of the Funds’ ordinary income (computed on a calendar year basis), (ii) 98.2% of the Funds’ capital
gain net income (generally computed for the one-year period ending on October 31) and (iii) any income realized, but not distributed,
and on which we paid no federal income tax in preceding years. The Funds generally intend to make distributions in a timely manner
in an amount at least equal to the required minimum distribution and therefore, under normal market conditions, do not expect to
be subject to this excise tax.
The Funds may be required to recognize
taxable income in circumstances in which they do not receive cash. For example, if the Funds hold debt obligations that are treated
under applicable tax rules as having original issue discount (such as debt instruments with payment in kind interest or, in certain
cases, with increasing interest rates or that are issued with warrants), the Funds must include in income each year a portion of
the original issue discount that accrues over the life of the obligation regardless of whether cash representing such income is
received by the Funds in the same taxable year. Because any original issue discount accrued will be included in the Funds’
“investment company taxable income” (discussed above) for the year of accrual, the Funds may be required to make a
distribution to its shareholders to satisfy the distribution requirement, even though it will not have received an amount of cash
that corresponds with the income earned.
To the extent that the Funds have capital
loss carryforwards from prior tax years, those carryforwards will reduce the net capital gains that can support the Funds’
distribution of Capital Gain Dividends. If the Funds use net capital losses incurred in taxable years beginning on or before December
22, 2010 (pre-2011 losses), those carryforwards will not reduce the Funds’ current earnings and profits, as losses incurred
in later years will. As a result, if such the Funds then make distributions of capital gains recognized during the current year
in excess of net capital gains (as reduced by carryforwards), the portion of the excess equal to pre-2011 losses factoring into
net capital gain will be taxable as an ordinary dividend distribution, even though that distributed excess amount would not have
been subject to tax if retained by the Funds. Capital loss carryforwards are reduced to the extent they offset current-year net
realized capital gains, whether the Funds retains or distributes such gains.
A RIC is generally permitted to carry forward
net capital losses indefinitely and may allow losses to retain their original character (as short or as long-term). For net capital
losses recognized prior to such date, such losses are permitted to be carried forward up to 8 years and are characterized as short-term.
These capital loss carryforwards may be utilized in future years to offset net realized capital gains of the Funds, if any, prior
to distributing such gains to shareholders.
Gain or loss realized by the Funds from
the sale or exchange of warrants acquired by the Funds as well as any loss attributable to the lapse of such warrants generally
will be treated as capital gain or loss. Such gain or loss generally will be long-term or short-term, depending on how long the
Funds held a particular warrant. Upon the exercise of a warrant acquired by the Fund, the Fund’s tax basis in the stock purchased
under the warrant will equal the sum of the amount paid for the warrant plus the strike price paid on the exercise of the warrant.
Except as set forth in “Failure to Qualify as a RIC,” the remainder of this discussion assumes that the Funds will
qualify as a RIC for each taxable year.
Failure to Qualify as a RIC. If
the Funds are unable to satisfy the 90% distribution requirement or otherwise fails to qualify as a RIC in any year, they will
be subject to corporate level income tax on all of their income and gain, regardless of whether or not such income was distributed.
Distributions to the Funds’ shareholders of such income and gain will not be deductible by the Funds in computing its taxable
income. In such event, the Funds’ distributions, to the extent derived from the Funds’ current or accumulated earnings
and profits, would constitute ordinary dividends, which would generally be eligible for the dividends received deduction available
to corporate shareholders, and non-corporate shareholders would generally be able to treat such distributions as “qualified
dividend income” eligible for reduced rates of U.S. federal income taxation provided in each case that certain holding period
and other requirements are satisfied.
Distributions in excess of the Funds’
current and accumulated earnings and profits would be treated first as a return of capital to the extent of the shareholders’
tax basis in their Fund shares, and any remaining distributions would be treated as a capital gain. To qualify as a RIC in a subsequent
taxable year, the Funds would be required to satisfy the source-of-income, the asset diversification, and the annual distribution
requirements for that year and dispose of any earnings and profits from any year in which the Funds failed to qualify for tax treatment
as a RIC. Subject to a limited exception applicable to RICs that qualified as such under the Internal Revenue Code for at least
one year prior to disqualification and that requalify as a RIC no later than the second year following the non-qualifying year,
the Funds would be subject to tax on any unrealized built-in gains in the assets held by it during the period in which the Funds
failed to qualify for tax treatment as a RIC that are recognized within the subsequent 10 years, unless the Funds made a special
election to pay corporate-level tax on such built-in gain at the time of its requalification as a RIC.
Taxation for U.S. Shareholders. Distributions
paid to U.S. shareholders by the Funds from its investment company taxable income (which is, generally, the Funds’ ordinary
income plus net realized short-term capital gains in excess of net realized long-term capital losses) are generally taxable to
U.S. shareholders as ordinary income to the extent of the Funds’ earnings and profits, whether paid in cash or reinvested
in additional shares. Such distributions (if designated by the Funds) may qualify (i) for the dividends received deduction in the
case of corporate shareholders under Section 243 of the Internal Revenue Code to the extent that the Funds’ income consists
of dividend income from U.S. corporations, excluding distributions from tax-exempt organizations, exempt farmers’ cooperatives
or real estate investment trusts or (ii) in the case of individual shareholders as qualified dividend income eligible to be taxed
at reduced rates under Section 1(h)(11) of the Internal Revenue Code (which provides for a maximum 20% rate) to the extent that
the Funds receive qualified dividend income, and provided in each case certain holding period and other requirements are met. Qualified
dividend income is, in general, dividend income from taxable domestic corporations and qualified foreign corporations (e.g., generally,
foreign corporations incorporated in a possession of the United States or in certain countries with a qualified comprehensive income
tax treaty with the United States, or the stock with respect to which such dividend is paid is readily tradable on an established
securities market in the United States). A qualified foreign corporation generally excludes any foreign corporation, which for
the taxable year of the corporation in which the dividend was paid, or the preceding taxable year, is a passive foreign investment
company. Distributions made to a U.S. shareholder from an excess of net long-term capital gains over net short-term capital losses
(“capital gain dividends”), including capital gain dividends credited to such shareholder but retained by the Funds,
are taxable to such shareholder as long-term capital gain if they have been properly designated by the Funds, regardless of the
length of time such shareholder owned the shares of the Funds. The maximum tax rate on capital gain dividends received by individuals
is generally 20%. Distributions in excess of the Funds’ earnings and profits will be treated by the U.S. shareholder, first,
as a tax-free return of capital, which is applied against and will reduce the adjusted tax basis of the U.S. shareholder’s
shares and, after such adjusted tax basis is reduced to zero, will constitute capital gain to the U.S. shareholder (assuming the
shares are held as a capital asset). The Funds are not required to provide written notice designating the amount of any qualified
dividend income or capital gain dividends and other distributions. The Forms 1099 will instead serve this notice purpose.
As a RIC, the Funds will be subject to
the AMT, but any items that are treated differently for AMT purposes must be apportioned between the Funds and the shareholders
and this may affect the shareholders’ AMT liabilities. The Funds intend in general to apportion these items in the same proportion
that dividends paid to each shareholder bear to the Funds’ taxable income (determined without regard to the dividends paid
deduction.
For purpose of determining (i) whether
the annual distribution requirement is satisfied for any year and (ii) the amount of capital gain dividends paid for that year,
the Funds may, under certain circumstances, elect to treat a dividend that is paid during the following taxable year as if it had
been paid during the taxable year in question. If the Funds make such an election, the U.S. shareholder will still be treated as
receiving the dividend in the taxable year in which the distribution is made. However, any dividend declared by the Funds in October,
November or December of any calendar year, payable to shareholders of record on a specified date in such a month and actually paid
during January of the following year, will be treated as if it had been received by the U.S. shareholders on December 31 of the
year in which the dividend was declared.
The Funds intend to distribute all realized
capital gains, if any, at least annually. If, however, the Funds were to retain any net capital gain, the Funds may designate the
retained amount as undistributed capital gains in a notice to shareholders who, if subject to U.S. federal income tax on long-term
capital gains, (i) will be required to include in income as long-term capital gain, their proportionate shares of such undistributed
amount, and (ii) will be entitled to credit their proportionate shares of the federal income tax paid by the Funds on the undistributed
amount against their U.S. federal income tax liabilities, if any, and to claim refunds to the extent the credit exceeds such liabilities.
If such an event occurs, the tax basis of shares owned by a shareholder of the Funds will, for U.S. federal income tax purposes,
generally be increased by the difference between the amount of undistributed net capital gain included in the shareholder’s
gross income and the tax deemed paid by the shareholders.
Sales and other dispositions of the shares
of the Funds generally are taxable events. U.S. shareholders should consult their own tax advisor with reference to their individual
circumstances to determine whether any particular transaction in the shares of the Funds is properly treated as a sale or exchange
for federal income tax purposes, as the following discussion assumes, and the tax treatment of any gains or losses recognized in
such transactions. The sale or other disposition of shares of the Funds will generally result in capital gain or loss to the shareholder
equal to the difference between the amount realized and his adjusted tax basis in the shares sold or exchanged, and will be long-term
capital gain or loss if the shares have been held for more than one year at the time of sale. Any loss upon the sale or exchange
of shares held for six months or less will be treated as long-term capital loss to the extent of any capital gain dividends received
(including amounts credited as an undistributed capital gain dividend) by such shareholder with respect to such shares. A loss
realized on a sale or exchange of shares of the Funds generally will be disallowed if other substantially identical shares are
acquired within a 61-day period beginning 30 days before and ending 30 days after the date that the shares are disposed. In such
case, the basis of the shares acquired will be adjusted to reflect the disallowed loss. Present law taxes both long-term and short-term
capital gain of corporations at the rates applicable to ordinary income of corporations. For non-corporate taxpayers, short-term
capital gain will currently be taxed at the rate applicable to ordinary income, currently a maximum of 21%, while long-term capital
gain generally will be taxed at a maximum rate of 20%. Capital losses are subject to certain limitations.
Federal law requires that mutual fund companies
report their shareholders' cost basis, gain/loss, and holding period to the Internal Revenue Service on the Funds’ shareholders’
Consolidated Form 1099s when “covered” securities are sold. Covered securities are any regulated investment company
and/or dividend reinvestment plan shares acquired on or after January 1, 2012.
The Funds selected the Average Cost method
as its standing (default) tax lot identification method for all shareholders. A tax lot identification method is the way the Funds
will determine which specific shares are deemed to be sold when there are multiple purchases on different dates at differing net
asset values, and the entire position is not sold at one time. The Funds’ standing tax lot identification method is the method
covered shares will be reported on your Consolidated Form 1099 if you do not select a specific tax lot identification method. You
may choose a method different than the Funds’ standing method and will be able to do so at the time of your purchase or upon
the sale of covered shares. Please refer to the appropriate Internal Revenue Service regulations or consult your tax advisor with
regard to your personal circumstances.
For those securities defined as "covered"
under current Internal Revenue Service cost basis tax reporting regulations, the Funds are responsible for maintaining accurate
cost basis and tax lot information for tax reporting purposes. The Funds are not responsible for the reliability or accuracy of
the information for those securities that are not "covered." The Funds and their service providers do not provide tax
advice. You should consult independent sources, which may include a tax professional, with respect to any decisions you may make
with respect to choosing a tax lot identification method.
For taxable years beginning after December
31, 2012, certain U.S. shareholders, including individuals and estates and trusts, will be subject to an additional 3.8% Medicare
tax on all or a portion of their “net investment income,” which should include dividends from the Funds and net gains
from the disposition of shares of the Funds. U.S. shareholders are urged to consult their own tax advisors regarding the implications
of the additional Medicare tax resulting from an investment in the Funds.
Pay-In-Kind Securities. Payment-in-kind
securities will, and commodity-linked notes may, give rise to income that is required to be distributed and is taxable even though
the Funds holding the security receives no interest payment in cash on the security during the year.
If the Funds hold the foregoing kinds of
securities, it may be required to pay out as an income distribution each year an amount that is greater than the total amount of
cash interest the Funds actually received. Such distributions may be made from the cash assets of the Funds or by liquidation of
portfolio securities, if necessary (including when it is not advantageous to do so). A Funds may realize gains or losses from such
liquidations. In the event the Funds realize net capital gains from such transactions, its shareholders may receive a larger capital
gain distribution than they would in the absence of such transactions.
Tax-Exempt Shareholders. A tax-exempt
shareholder could recognize UBTI by virtue of its investment in the Funds if shares in the Funds constitute debt-financed property
in the hands of the tax-exempt shareholder within the meaning of Internal Revenue Code Section 514(b). Furthermore, a tax-exempt
shareholder may recognize UBTI if the Funds recognize “excess inclusion income” derived from direct or indirect investments
in residual interests in REMICs or equity interests in TMPs if the amount of such income recognized by the Funds exceeds the Funds’
investment company taxable income (after taking into account deductions for dividends paid by the Funds).
In addition, special tax consequences apply
to charitable remainder trusts (“CRTs”) that invest in regulated investment companies that invest directly or indirectly
in residual interests in REMICs or equity interests in TMPs. Under legislation enacted in December 2006, a CRT (as defined in section
664 of the Internal Revenue Code) that realizes any UBTI for a taxable year, must pay an excise tax annually of an amount equal
to such UBTI. Under IRS guidance issued in October 2006, a CRT will not recognize UBTI solely as a result of investing in the Funds
that recognizes “excess inclusion income.” Rather, if at any time during any taxable year a CRT (or one of certain
other tax-exempt shareholders, such as the United States, a state or political subdivision, or an agency or instrumentality thereof,
and certain energy cooperatives) is a record holder of a share in the Funds that recognizes “excess inclusion income,”
then the regulated investment company will be subject to a tax on that portion of its “excess inclusion income” for
the taxable year that is allocable to such shareholders, at the highest federal corporate income tax rate. The extent to which
this IRS guidance remains applicable in light of the December 2006 legislation is unclear. To the extent permitted under the 1940
Act, the Funds may elect to specially allocate any such tax to the applicable CRT, or other shareholder, and thus reduce such shareholder’s
distributions for the year by the amount of the tax that relates to such shareholder’s interest in the Funds. The Funds have
not yet determined whether such an election will be made. CRTs and other tax-exempt investors are urged to consult their tax advisers
concerning the consequences of investing in the Funds.
Passive Foreign Investment Companies.
A passive foreign investment company (“PFIC”) is any foreign corporation: (i) 75% or more of the gross income of which
for the taxable year is passive income, or (ii) the average percentage of the assets of which (generally by value, but by adjusted
tax basis in certain cases) that produce or are held for the production of passive income is at least 50%. Generally, passive income
for this purpose means dividends, interest (including income equivalent to interest), royalties, rents, annuities, the excess of
gains over losses from certain property transactions and commodities transactions, and foreign currency gains. Passive income for
this purpose does not include rents and royalties received by the foreign corporation from active business and certain income received
from related persons.
Equity investments by the Funds in certain
PFICs could potentially subject the Funds to a U.S. federal income tax or other charges (including interest charges) on the distributions
received from the PFIC or on proceeds received from the disposition of shares in the PFIC. This tax cannot be eliminated by making
distributions to Funds shareholders. However, the Funds may elect to avoid the imposition of that tax. For example, if the Funds
are in a position to and elects to treat a PFIC as a “qualified electing fund” (i.e., make a “QEF election”),
the Funds will be required to include its share of the PFIC s income and net capital gains annually, regardless of whether they
receive any distribution from the PFIC. Alternatively, the Funds may make an election to mark the gains (and to a limited extent
losses) in its PFIC holdings “to the market” as though it had sold and repurchased its holdings in those PFICs on the
last day of the Funds’ taxable year. Such gains and losses are treated as ordinary income and loss. The QEF and mark-to-market
elections may accelerate the recognition of income (without the receipt of cash) and increase the amount required to be distributed
by the Funds to avoid taxation. Making either of these elections therefore may require the Funds to liquidate other investments
(including when it is not advantageous to do so) to meet its distribution requirement, which also may accelerate the recognition
of gain and affect the Funds’ total return. Dividends paid by PFICs will not be eligible to be treated as “qualified
dividend income.”
Although the Funds’ Subsidiary is
considered a PFIC, IRC Section 1297(d) states that a U.S. shareholder (such as the Funds) of a PFIC that is also considered a Controlled
Foreign Corporation (“CFC”) will not be subject to the PFIC rules as long as the investment was acquired after December
31, 1997. Therefore, income distributed by the Subsidiary to the Funds is not subject to U.S. federal income tax or other charges,
and is considered qualified dividend income under the Internal Revenue Code.
Because it is not always possible to identify
a foreign corporation as a PFIC, the Funds may incur the tax and interest charges described above in some instances, excluding
the Subsidiary.
Foreign Currency Transactions. A
Fund’s transactions in foreign currencies, foreign currency-denominated debt obligations and certain foreign currency options,
futures contracts and forward contracts (and similar instruments) may give rise to ordinary income or loss to the extent such income
or loss results from fluctuations in the value of the foreign currency concerned. Any such net gains could require a larger dividend
toward the end of the calendar year. Any such net losses will generally reduce and potentially require the recharacterization of
prior ordinary income distributions. Such ordinary income treatment may accelerate Fund distributions to shareholders and increase
the distributions taxed to shareholders as ordinary income. Any net ordinary losses so created cannot be carried forward by the
Funds to offset income or gains earned in subsequent taxable years.
Foreign Taxation. Income received
by the Funds from sources within foreign countries may be subject to withholding and other taxes imposed by such countries. Tax
conventions between certain countries and the U.S. may reduce or eliminate such taxes. A Fund does not expect to be eligible to
pass through to shareholders a credit or deduction for such taxes.
Foreign Shareholders. Capital Gain
Dividends are generally not subject to withholding of U.S. federal income tax. Absent a specific statutory exemption, dividends
other than Capital Gain Dividends paid by the Funds to a shareholder that is not a “U.S. person” within the meaning
of the Internal Revenue Code (such shareholder, a “foreign shareholder”) are subject to withholding of U.S. federal
income tax at a rate of 30% (or lower applicable treaty rate) even if they are funded by income or gains (such as portfolio interest,
short-term capital gains, or foreign-source dividend and interest income) that, if paid to a foreign person directly, would not
be subject to withholding.
A regulated investment company generally
is not required to withhold any amounts (i) with respect to distributions (other than distributions to a foreign person (a) that
does not provide a satisfactory statement that the beneficial owner is not a U.S. person, (b) to the extent that the dividend is
attributable to certain interest on an obligation if the foreign person is the issuer or is a 10% shareholder of the issuer, (c)
that is within a foreign country that has inadequate information exchange with the United States, or (d) to the extent the dividend
is attributable to interest paid by a person that is a related person of the foreign person and the foreign person is a controlled
foreign corporation) from U.S.-source interest income of types similar to those not subject to U.S. federal income tax if earned
directly by an individual foreign person, to the extent such distributions are properly reported as such by the Funds in a written
notice to shareholders (“interest-related dividends”), and (ii) with respect to distributions (other than (a) distributions
to an individual foreign person who is present in the United States for a period or periods aggregating 183 days or more during
the year of the distribution and (b) distributions subject to special rules regarding the disposition of U.S. real property interests
as described below) of net short-term capital gains in excess of net long-term capital losses to the extent such distributions
are properly reported by the regulated investment company (“short-term capital gain dividends”). If the Funds invest
in an underlying fund that pays such distributions to the Funds, such distributions retain their character as not subject to withholding
if properly reported when paid by the Funds to foreign persons.
A Fund is permitted to report such part
of its dividends as interest-related or short-term capital gain dividends as are eligible, but is not required to do so. These
exemptions from withholding will not be available to foreign shareholders of Funds that do not currently report their dividends
as interest-related or short-term capital gain dividends.
In the case of shares held through an intermediary,
the intermediary may withhold even if the Fund reports all or a portion of a payment as an interest-related or short-term capital
gain dividend to shareholders. Foreign persons should contact their intermediaries regarding the application of these rules to
their accounts.
Under U.S. federal tax law, a beneficial
holder of shares who is a foreign shareholder generally is not subject to U.S. federal income tax on gains (and is not allowed
a deduction for losses) realized on the sale of shares of the Funds or on Capital Gain Dividends unless (i) such gain or dividend
is effectively connected with the conduct of a trade or business carried on by such holder within the United States, (ii) in the
case of an individual holder, the holder is present in the United States for a period or periods aggregating 183 days or more during
the year of the sale or the receipt of the Capital Gain Dividend and certain other conditions are met, or (iii) the special rules
relating to gain attributable to the sale or exchange of “U.S. real property interests” (“USRPIs”) apply
to the foreign shareholder’s sale of shares of the Funds or to the Capital Gain Dividend the foreign shareholder received
(as described below).
Special rules would
apply if the Funds were either a “U.S. real property holding corporation” (“USRPHC”) or would be a USRPHC
but for the operation of certain exceptions to the definition thereof. Very generally, a USRPHC is a domestic corporation that
holds USRPIs the fair market value of which equals or exceeds 50% of the sum of the fair market values of the corporation’s
USPRIs, interests in real property located outside the United States, and other assets. USRPIs are generally defined as any interest
in U.S. real property and any interest (other than solely as a creditor) in a USRPHC or former USRPHC.
If the Funds were a
USRPHC or would be a USRPHC but for the exceptions referred to above, any distributions by the Funds to a foreign shareholder (including,
in certain cases, distributions made by the Funds in redemption of its shares) attributable to gains realized by the Funds on the
disposition of USRPIs or to distributions received by the Funds from a lower-tier regulated investment company or REIT that the
Funds are required to treat as USRPI gain in its hands generally would be subject to U.S. tax withholding. In addition, such distributions
could result in the foreign shareholder being required to file a U.S. tax return and pay tax on the distributions at regular U.S.
federal income tax rates. The consequences to a foreign shareholder, including the rate of such withholding and character of such
distributions (e.g., as ordinary income or USRPI gain), would vary depending upon the extent of the foreign shareholder’s
current and past ownership of the Funds. On and after January 1, 2012, this “look-through” USRPI treatment for distributions
by the Funds, if it were either a USRPHC or would be a USRPHC but for the operation of the exceptions referred to above, to foreign
shareholders applies only to those distributions that, in turn, are attributable to distributions received by the Funds from a
lower-tier REIT, unless Congress enacts legislation providing otherwise.
In addition, if the
Funds were a USRPHC or former USRPHC, it could be required to withhold U.S. tax on the proceeds of a share redemption by a greater-than-5%
foreign shareholder, in which case such foreign shareholder generally would also be required to file U.S. tax returns and pay any
additional taxes due in connection with the redemption.
Whether or not the
Funds are characterized as a USRPHC will depend upon the nature and mix of the Funds’ assets. The Funds do not expect to
be a USRPHC. Foreign shareholders should consult their tax advisors concerning the application of these rules to their investment
in the Funds.
If a beneficial holder
of Fund shares who is a foreign shareholder has a trade or business in the United States, and the dividends are effectively connected
with the beneficial holder’s conduct of that trade or business, the dividend will be subject to U.S. federal net income taxation
at regular income tax rates.
If a beneficial holder
of Fund shares who is a foreign shareholder is eligible for the benefits of a tax treaty, any effectively connected income or gain
will generally be subject to U.S. federal income tax on a net basis only if it is also attributable to a permanent establishment
maintained by that beneficial holder in the United States.
To qualify for any
exemptions from withholding described above or for lower withholding tax rates under income tax treaties, or to establish an exemption
from backup withholding, a foreign shareholder must comply with special certification and filing requirements relating to its non-US
status (including, in general, furnishing an IRS Form W-8BEN or substitute form). Foreign shareholders in the Funds should consult
their tax advisers in this regard.
A beneficial holder
of Fund shares who is a foreign shareholder may be subject to state and local tax and to the U.S. federal estate tax in addition
to the federal tax on income referred to above.
Backup Withholding.
A Fund generally is required to withhold and remit to the U.S. Treasury a percentage of the taxable distributions and redemption
proceeds paid to any individual shareholder who fails to properly furnish the Funds with a correct taxpayer identification number,
who has under-reported dividend or interest income, or who fails to certify to the Funds that he or she is not subject to such
withholding.
Backup withholding
is not an additional tax. Any amounts withheld may be credited against the shareholder’s U.S. federal income tax liability,
provided the appropriate information is furnished to the IRS.
Tax Shelter Reporting
Regulations. Under U.S. Treasury regulations, if a shareholder recognizes a loss with respect to the Funds’ shares of
$2 million or more for an individual shareholder or $10 million or more for a corporate shareholder, the shareholder must file
with the IRS a disclosure statement on Form 8886. Direct shareholders of portfolio securities are in many cases excepted from this
reporting requirement, but under current guidance, shareholders of a regulated investment company are not excepted. Future guidance
may extend the current exception from this reporting requirement to shareholders of most or all regulated investment companies.
The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayer’s
treatment of the loss is proper. Shareholders should consult their tax advisers to determine the applicability of these regulations
in light of their individual circumstances.
Shareholder Reporting
Obligations with Respect to Foreign Financial Assets. Certain individuals (and, if provided in future guidance, certain domestic
entities) must disclose annually their interests in “specified foreign financial assets” on IRS Form 8938, which must
be attached to their U.S. federal income tax returns for taxable years beginning after March 18, 2010. The IRS has not yet released
a copy of the Form 8938 and has suspended the requirement to attach Form 8938 for any taxable year for which an income tax return
is filed before the release of Form 8938. Following Form 8938’s release, individuals will be required to attach to their
next income tax return required to be filed with the IRS a Form 8938 for each taxable year for which the filing of Form 8938 was
suspended. Until the IRS provides more details regarding this reporting requirement, including in Form 8938 itself and related
Treasury regulations, it remains unclear under what circumstances, if any, a shareholder’s (indirect) interest in the Funds’
“specified foreign financial assets,” if any, will be required to be reported on this Form 8938.
Other Reporting
and Withholding Requirements. Rules enacted in March 2010 require the reporting to the IRS of direct and indirect ownership
of foreign financial accounts and foreign entities by U.S. persons. Failure to provide this required information can result in
a 30% withholding tax on certain payments (“withholdable payments”) made after December 31, 2012. Specifically, withholdable
payments subject to this 30% withholding tax include payments of U.S.-source dividends and interest made on or after January 1,
2014, and payments of gross proceeds from the sale or other disposal of property that can produce U.S.-source dividends or interest
made on or after January 1, 2015.
The IRS has issued
only very preliminary guidance with respect to these new rules; their scope remains unclear and potentially subject to material
change. Very generally, it is possible that distributions made by the Funds after the dates noted above (or such later dates as
may be provided in future guidance) to a shareholder, including a distribution in redemption of shares and a distribution of income
or gains otherwise exempt from withholding under the rules applicable to non-U.S. shareholders described above (e.g., Capital Gain
Dividends, Short-Term Capital Gain Dividends and interest-related dividends, as described above) will be subject to the new 30%
withholding requirement. Payments to a foreign shareholder that is a “foreign financial institution” will generally
be subject to withholding, unless such shareholder enters into a timely agreement with the IRS. Payments to shareholders that are
U.S. persons or foreign individuals will generally not be subject to withholding, so long as such shareholders provide the Funds
with such certifications or other documentation, including, to the extent required, with regard to such shareholders’ direct
and indirect owners, as the Funds require to comply with the new rules. Persons investing in the Funds through an intermediary
should contact their intermediary regarding the application of the new reporting and withholding regime to their investments in
the Funds.
Shareholders are urged
to consult a tax advisor regarding this new reporting and withholding regime, in light of their particular circumstances.
Shares Purchased
through Tax-Qualified Plans. Special tax rules apply to investments through defined contribution plans and other tax-qualified
plans. Shareholders should consult their tax advisers to determine the suitability of shares of the Funds as an investment through
such plans, and the precise effect of an investment on their particular tax situation.
Foreign Account
Tax Compliance Act. Payments to a shareholder that is either a foreign financial institution (“FFI”) or a non-financial
foreign entity (“NFFE”) within the meaning of the Foreign Account Tax Compliance Act (“FATCA”) may be subject
to a generally nonrefundable 30% withholding tax on: (a) income dividends paid by the Funds after June 30, 2014 and (b) certain
capital gain distributions and the proceeds arising from the sale of Fund shares paid by the Fund after December 31, 2016. FATCA
withholding tax generally can be avoided: (a) by an FFI, subject to any applicable intergovernmental agreement or other exemption,
if it enters into a valid agreement with the IRS to, among other requirements, report required information about certain direct
and indirect ownership of foreign financial accounts held by U.S. persons with the FFI and (b) by an NFFE, if it: (i) certifies
that it has no substantial U.S. persons as owners or (ii) if it does have such owners, reports information relating to them. A
Fund may disclose the information that it receives from its shareholders to the IRS, non-U.S. taxing authorities or other parties
as necessary to comply with FATCA. Withholding also may be required if a foreign entity that is a shareholder of the Fund fails
to provide the Fund with appropriate certifications or other documentation concerning its status under FATCA.
FINANCIAL INFORMATION
The Funds’ audited financial statements
for the fiscal year ended December 31, 2021, including the Financial Highlights appearing in the Prospectus, are incorporated
by reference and made a part hereof. You may request a copy of the Annual and Semi-Annual Reports to shareholders at no charge
by calling the Fund at 216-329-4271or by visiting the Funds’ website www.idx-funds.com.
APPENDIX A – PROXY VOTING POLICIES
PROXY VOTING POLICIES AND PROCEDURES
FOR IDX FUNDS
The Trust has adopted a Proxy
Voting Policy used to determine how the Funds vote proxies relating to their portfolio securities. Under the Trust’s Proxy
Voting Policy, each Fund has, subject to the oversight of the Trust’s Board, delegated to the Advisers the following duties:
(i) to make the proxy voting decisions for the Funds, subject to the exceptions described below; and (ii) to assist the Funds in
disclosing their respective proxy voting record as required by Rule 30b1-4 under the 1940 Act.
In cases where a matter with
respect to which a Fund was entitled to vote presents a conflict between the interest of a Fund’s shareholders on the one
hand, and those of the Fund’s investment adviser, principal underwriter, or an affiliated person of the Fund, its investment
adviser, or principal underwriter on the other hand, the Fund shall always vote in the best interest of the Fund’s shareholders.
For purposes of this Policy a vote shall be considered in the best interest of the Fund’s shareholders when a vote is cast
consistent with a specific voting policy as set forth in the Adviser’s Proxy Voting Policy (described below), provided such
specific voting policy was approved by the Board.
The Fund CCO shall ensure that
each Adviser has adopted a Proxy Voting Policy, which it uses to vote proxies for its clients, including the Funds.
The Trust and the Funds believe
that the voting of proxies is an important part of portfolio management as it represents an opportunity for shareholders to make
their voices heard and to influence the direction of a company. The Trust and the Funds are committed to voting corporate proxies
in the manner that best serves the interests of the Funds’ shareholders.
| B. | Delegation to the Adviser |
The Trust believes that the Advisers
are in the best position to make individual voting decisions for the Funds consistent with this Policy. Therefore, subject to the
oversight of the Board, the Advisers are hereby delegated the following duties:
| (1) | to make the proxy voting decisions for the Funds, in accordance with each
applicable Adviser’s Proxy Voting Policy, except as provided herein; and |
| (2) | to assist the Funds in disclosing their respective proxy voting record as
required by Rule 30b1-4 under the 1940 Act, including providing the following information for each matter with respect to which
the Funds are entitled to vote: (a) information identifying the matter voted on; (b) whether the matter was proposed by the issuer
or by a security holder; (c) whether and how the Fund casts its vote; and (d) whether the Fund casts its vote for or against management. |
The Board, including a majority
of the independent trustees of the Board, must approve each Adviser’s Proxy Voting and Disclosure Policy (the “Adviser
Voting Policy”) as it relates to the Funds. The Board must also approve any material changes to each Adviser Voting Policy
no later than six (6) months after adoption by an Adviser.
In cases where a matter with
respect to which a Fund was entitled to vote presents a conflict between the interest of the Fund’s shareholders on the one
hand, and those of the Fund’s investment adviser, principal underwriter, or an affiliated person of the Fund, its investment
adviser, or principal underwriter on the other hand, the Fund shall always vote in the best interest of the Fund’s shareholders.
For purposes of this Policy a vote shall be considered in the best interest of the Fund’s shareholders when a vote is cast
consistent with the specific voting policy as set forth in the Adviser Voting Policy, provided such specific voting policy was
approved by the Board.
PROXY VOTING AND DISCLOSURE POLICY
OF THE ADVISER
Rule 206(4)-6 (the “Rule”)
under the Advisers Act requires all advisors who vote proxies on behalf of clients to adopt policies and procedures to ensure that
an advisor votes proxies in the best interest of its clients. The Rule also requires advisors to provide clients with information
about how their proxies are voted, and to adopt procedures that have been reasonably designed to prevent and detect fraudulent,
deceptive, or manipulative acts.
IDX will not exercise proxy-voting authority
over client or Correspondent client securities. The obligation to vote client proxies will rest with the client, the Correspondent,
or the Correspondent’s client. IDX may provide clients with information to assist with voting proxies, however the responsibility
to vote proxies rests entirely with the client. If this were to change at any point in the future, IDX would adopt policies and
procedures to ensure that it is voting proxies in the best interest of its clients.
APPENDIX B – NOMINATING AND CORPORATE
GOVERNANCE COMMITTEE CHARTER
Nominating and Corporate Governance
Committee Charter
IDX Funds
Nominating and Corporate Governance Committee
Membership
1.
The Nominating and Corporate Governance Committee of IDX Funds (formerly, M3Sixty Funds Trust) (the “Trust”) shall
be composed entirely of Independent Trustees.
Board Nominations and Functions
| 1. | The Committee shall make nominations for Trustee membership on the Board
of Trustees, including the Independent Trustees. The Committee shall evaluate candidates’ qualifications for Board membership
and their independence from the investment advisers to the Trust’s series portfolios and the Trust’s other principal
service providers. Persons selected as Independent Trustees must not be “interested person” as that term is defined
in the Investment Company Act of 1940, nor shall Independent Trustee have any affiliations or associations that shall preclude
them from voting as an Independent Trustee on matters involving approvals and continuations of Rule 12b-1 Plans, Investment Advisory
Agreements and such other standards as the Committee shall deem appropriate. The Committee shall also consider the effect of any
relationships beyond those delineated in the 1940 Act that might impair independence, e.g., business, financial or family
relationships with managers or service providers. See Appendix A for Procedures with Respect to Nominees to the Board. |
| 2. | The Committee shall periodically review Board governance procedures and
shall recommend any appropriate changes to the full Board of Trustees. |
| 3. | The Committee shall periodically review the composition of the Board of Trustees
to determine whether it may be appropriate to add individuals with different backgrounds or skill sets from those already on the
Board. |
| 4. | The Committee shall periodically review trustee compensation and shall recommend
any appropriate changes to the Independent Trustees as a group. |
Committee Nominations and Functions
| 1. | The Committee shall make nominations for membership on all committees and
shall review committee assignments at least annually. |
| 2. | The Committee shall review, as necessary, the responsibilities of any committees
of the Board, whether there is a continuing need for each committee, whether there is a need for additional committees of the Board,
and whether committees should be combined or reorganized. The Committee shall make recommendations for any such action to the full
Board. |
Other Powers and Responsibilities
| 1. | The Committee shall have the resources and authority appropriate to discharge
its responsibilities, including authority to retain special counsel and other experts or consultants at the expense of the Trust. |
| 2. | The Committee shall review this Charter at least annually and recommend any
changes to the full Board of Trustees. |
Adopted: October 23, 2017
APPENDIX A TO THE NOMINATING
AND CORPORATE GOVERNANCE COMMITTEE CHARTER
IDX FUNDS
PROCEDURES WITH RESPECT TO NOMINEES TO THE BOARD
| I. | Identification of Candidates. When a vacancy on the Board of Trustees
exists or is anticipated, and such vacancy is to be filled by an Independent Trustee, the Nominating and Corporate Governance Committee
shall identify candidates by obtaining referrals from such sources as it may deem appropriate, which may include current Trustees,
management of the Trust, counsel and other advisors to the Trustees, and shareholders of the Trust who submit recommendations in
accordance with these procedures. In no event shall the Nominating and Corporate Governance Committee consider as a candidate to
fill any such vacancy an individual recommended by any investment adviser of any series portfolio of the Trust, unless the Nominating
and Corporate Governance Committee has invited management to make such a recommendation. |
| II. | Shareholder Candidates. The Nominating and Corporate Governance Committee
shall, when identifying candidates for the position of Independent Trustee, consider any such candidate recommended by a shareholder
if such recommendation contains: (i) sufficient background information concerning the candidate, including evidence the candidate
is willing to serve as an Independent Trustee if selected for the position; and (ii) is received in a sufficiently timely manner
as determined by the Nominating and Corporate Governance Committee in its discretion. Shareholders shall be directed to address
any such recommendations in writing to the attention of the Nominating and Corporate Governance Committee, c/o the Secretary of
the Trust. The Secretary shall retain copies of any shareholder recommendations which meet the foregoing requirements for a period
of not more than 12 months following receipt. The Secretary shall have no obligation to acknowledge receipt of any shareholder
recommendations. |
| III. | Evaluation of Candidates. In evaluating a candidate for a position
on the Board of Trustees, including any candidate recommended by shareholders of the Trust, the Nominating and Corporate Governance
Committee shall consider the following: (i) the candidate’s knowledge in matters relating to the mutual fund industry; (ii)
any experience possessed by the candidate as a director or senior officer of public companies; (iii) the candidate’s educational
background; (iv) the candidate’s reputation for high ethical standards and professional integrity; (v) any specific financial,
technical or other expertise possessed by the candidate, and the extent to which such expertise would complement the Board’s
existing mix of skills, core competencies and qualifications; (vi) the candidate’s perceived ability to contribute to the
ongoing functions of the Board, including the candidate’s ability and commitment to attend meetings regularly and work collaboratively
with other members of the Board; (vii) the candidate’s ability to qualify as an Independent Trustee and any other actual
or potential conflicts of interest involving the candidate and the Trust; and (viii) such other factors as the Nominating and Corporate
Governance Committee determines to be relevant in light of the existing composition of the Board and any anticipated vacancies.
Prior to making a final recommendation to the Board, the Nominating and Corporate Governance Committee shall conduct personal interviews
with those candidates it concludes are the most qualified candidates. |
PART
C
FORM
N-1A
OTHER
INFORMATION
|
(a)(1) |
Agreement
and Declaration of Trust (“Trust Instrument”), incorporated herein by reference to Registrant’s
Registration Statement on Form N-1A filed August 20, 2015. |
|
|
|
|
(a)(2) |
Amendment
No. 1, dated August 17, 2016, to Trust Instrument, incorporated herein by reference to Registrant’s Pre-Effective
Amendment No. 1 to Registration Statement on Form N-1A filed August 19, 2016. |
|
|
|
|
(a)(3) |
Amendment
No. 2, dated November 2, 2021, to Trust Instrument, incorporated herein by reference to Registrant’s Post-Effective
Amendment No. 44 to Registration Statement on Form N-1A filed on November 10, 2021. |
|
|
|
|
(b) |
By-Laws,
incorporated herein by reference to Registrant’s Pre-Effective Amendment No. 2 to Registration Statement on Form N-1A
filed on September 23, 2016. |
|
|
|
|
(b)(1) |
Amendment
No. 1, dated August 17, 2016, to Bylaws, incorporated herein by reference to Registrant’s Pre-Effective Amendment
No. 2 to Registration Statement on Form N-1A filed September 23, 2016. |
|
|
|
|
(c) |
Articles II, VI,
VII, VIII and IX of the Trust Instrument, Exhibit 28(a) hereto, and Articles II, VIII and IX of the By-Laws, Exhibit 28(b)
hereto, defines the rights of holders of the securities being registered. (Certificates for shares are not issued.) |
|
|
|
|
(d)(1)(a) |
Investment
Advisory Agreement, dated November 11, 2021, between the Registrant, and IDX Advisors, LLC, incorporated herein by reference
to Registrant’s Post-Effective Amendment No. 45 to Registration Statement on Form N-1A filed April 22, 2022. |
|
|
|
|
(d)(1)(b) |
Amendment to the Investment Advisory Agreement Schedule A-1, filed herewith. |
|
|
|
|
(e)(1) |
Distribution
Agreement, dated April 8, 2022, between the Registrant, and Foreside Fund Services, LLC, incorporated herein by reference
to Registrant’s Post-Effective Amendment No. 45 to Registration Statement on Form N-1A filed April 22, 2022. |
|
|
|
|
(e)(2) |
Amendment to the
Distribution Agreement, will be filed by post-effective amendment. |
|
|
|
|
(f) |
Not Applicable. |
|
|
|
|
(g)(1) |
Custody
Agreement, dated January 5, 2021, between the Registrant and U.S. Bank National Association, incorporated herein by reference
to Registrant’s Post-Effective Amendment No. 39 to Registration Statement on Form N-1A filed October 28, 2021. |
|
|
|
|
(g)(2) |
Amendment
No. 1 to the Custody Agreement between the Registrant, on behalf of the IDX Risk-Managed Bitcoin Strategy Fund, and U.S. Bank
National Association, incorporated herein by reference to Registrant’s Post-Effective Amendment No. 44 to Registration
Statement on Form N-1A filed November 10, 2021. |
|
|
|
|
(g)(3) |
Amendment No. 2
to the Custody Agreement between the Registrant, on behalf of the IDX Commodities Strategy Fund, and U.S. Bank National Association,
will be filed by post-effective amendment. |
|
|
|
|
(h)(1)(a) |
Amended
Master Services Agreement, dated April 18, 2022, between the Registrant, and Gryphon Fund Group, LLC, incorporated herein
by reference to Registrant’s Post-Effective Amendment No. 45 to Registration Statement on Form N-1A filed April 22,
2022. |
|
|
|
|
(h)(1)(b) |
Amendment to the Master Services Agreement Schedule A, filed herewith. |
|
|
|
|
(h)(2)(a) |
Expense
Limitation Agreement, dated November 11, 2021, between the Registrant, and IDX Advisors, LLC, incorporated herein by reference
to Registrant’s Post-Effective Amendment No. 45 to Registration Statement on Form N-1A filed April 22, 2022. |
|
(h)(2)(b) |
Amendment to the Expense Limitation Agreement Schedule A-1, filed herewith. |
|
|
|
|
(i)(1) |
Opinion
and Consent of FinTech Law, LLC regarding the legality of securities registered with respect to the IDX Risk-Managed Bitcoin
Strategy Fund, incorporated herein by reference to Registrant’s Post-Effective Amendment No. 45 to Registration
Statement on Form N-1A filed April 22, 2022. |
|
|
|
|
(i)(2) |
Opinion and Consent of FinTech Law, LLC regarding the legality of securities registered with respect to the IDX Commodity Opportunities Fund,
filed herewith. |
|
|
|
|
(j) |
Consent of Independent Registered Public Accounting Firm, filed herewith. |
|
|
|
|
(k) |
Not applicable. |
|
|
|
|
(l) |
Initial
Subscription Agreement, incorporated herein by reference to Registrant’s Post-Effective Amendment No. 45 to Registration
Statement on Form N-1A filed April 22, 2022. |
|
|
|
|
(m)(1)(a) |
Plan
of Distribution Pursuant to Rule 12b-1, dated October 14, 2021, incorporated herein by reference to Registrant’s
Post-Effective Amendment No. 44 to Registration Statement on Form N-1A filed November 10, 2021. |
|
|
|
|
(m)(1)(b) |
Amendment to the Plan of Distribution Pursuant to Rule 12b-1 Exhibit A, filed herewith. |
|
|
|
|
(n)(1)(a) |
Rule
18f-3 Multi-Class Plan, dated October 14, 2021, incorporated herein by reference to Registrant’s Post-Effective
Amendment No. 44 to Registration Statement on Form N-1A filed November 10, 2021. |
|
|
|
|
(n)(1)(b) |
Amendment to Rule 18f-3 Multi-Class Plan Exhibit A, filed herewith. |
|
|
|
|
(o) |
Reserved. |
|
|
|
|
(p)(1) |
Code
of Ethics for the Registrant, incorporated herein by reference to Registrant’s Post-Effective Amendment No. 45 to
Registration Statement on Form N-1A filed April 22, 2022. |
|
|
|
|
(p)(2) |
Code
of Ethics for IDX Advisors, LLC, incorporated herein by reference to Registrant’s Post-Effective Amendment No. 45
to Registration Statement on Form N-1A filed April 22, 2022. |
|
|
|
|
(q) |
Copy
of Power of Attorney, incorporated herein by reference to Registrant’s Post-Effective Amendment No. 45 to Registration
Statement on Form N-1A filed April 22, 2022. |
ITEM
29. |
Persons
Controlled by or Under Common Control with the Registrant |
No
person is controlled by or under common control with the Registrant.
As
permitted by Section 17(h) and (i) of the Investment Company Act of 1940, as amended, officers, trustees, employees and agents
of the Registrant will not be liable to the Registrant, any shareholder, officer, trustee, employee, agent or other person for
any action or failure to act, except for bad faith, willful misfeasance, gross negligence or reckless disregard of duties, and
those individuals may be indemnified against liabilities in connection with the Registrant, subject to the same exceptions.
The
Registrant’s Trust Instrument (Exhibit 28(a) to the Registrant Statement), investment advisory agreements (Exhibit 28(d)
to the Registration Statement), distribution agreements (Exhibit 28(e) to the Registration Statement) and administration agreements
(Exhibit 28(h) to the Registrant Statement) provide for indemnification of certain persons acting on behalf of the Registrant.
The Registrant may, from time to time, enter other contractual arrangements that provide for indemnification.
Insofar
as indemnification for liability arising under the Securities Act of 1933, as amended (the “1933 Act”), may be permitted
to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against public policy
as expressed in the 1933 Act and is, therefore, unenforceable. In the event a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant
in the successful defenses of any action, suite or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in the opinion of counsel the matter has been settled
by controlling precedent, submit to court of appropriate jurisdiction the question whether such indemnification by it is against
public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.
ITEM
31. |
Business
and other Connections of the Investment Advisers |
The list required by this Item 31 as to
any other business, profession, vocation or employment of a substantial nature in which each of the investment advisers, and each
director, officer or partner of such investment advisers, is or has been engaged within the last two fiscal years for his or her
own account or in the capacity of director, officer, employee, partner or trustee, is incorporated herein by reference to Schedules
A and D of each investment adviser's Form ADV listed opposite such investment adviser's name below, which is currently on file
with the SEC as required by the Investment Advisers Act of 1940, as amended.
Name of Investment Adviser |
Form ADV File No. |
IDX Advisors, LLC |
801-116981 |
ITEM
32. |
Principal
Underwriters |
(a) |
The principal
underwriter and distributor for the IDX Risk-Managed Bitcoin Strategy Fund and IDX Commodity Opportunities Fund is Foreside
Fund Services, LLC. To the best of the Registrant’s knowledge, Foreside Fund Services, LLC also acts as principal
underwriter to: |
|
|
|
|
1. |
ABS Long/Short Strategies Fund |
|
2. |
Absolute Shares Trust |
|
3. |
Adaptive Core ETF, Series of Collaborative Investment
Series Trust |
|
4. |
AdvisorShares Trust |
|
5. |
AFA Multi-Manager Credit Fund |
|
6. |
AGF Investments Trust |
|
7. |
AIM ETF Products Trust |
|
8. |
Alexis Practical Tactical ETF, Series of Listed
Funds Trust |
|
9. |
Alpha Intelligent – Large Cap Growth ETF,
Series of Listed Funds Trust |
|
10. |
Alpha Intelligent – Large Cap Value ETF,
Series of Listed Funds Trust |
|
11. |
AlphaCentric Prime Meridian Income Fund |
|
12. |
American Century ETF Trust |
|
13. |
Amplify ETF Trust |
|
14. |
Applied Finance Core Fund, Series of World Funds
Trust |
|
15. |
Applied Finance Explorer Fund, Series of World
Funds Trust |
|
16. |
Applied Finance Select Fund, Series of World
Funds Trust |
|
17. |
ARK ETF Trust |
|
18. |
ASYMmetric ETFs Trust |
|
19. |
Bluestone Community Development Fund |
|
20. |
BondBloxx ETF Trust |
|
21. |
Braddock Multi-Strategy Income Fund, Series
of Investment Managers Series Trust |
|
22. |
Bridgeway Funds, Inc. |
|
23. |
Brinker Capital Destinations Trust |
|
24. |
Brookfield Real Assets Income Fund Inc. |
|
25. |
Build Funds Trust |
|
26. |
Calamos Convertible and High Income Fund |
|
27. |
Calamos Convertible Opportunities and Income
Fund |
|
28. |
Calamos Dynamic Convertible and Income Fund |
|
29. |
Calamos Global Dynamic Income Fund |
|
30. |
Calamos Global Total Return Fund |
|
31. |
Calamos Strategic Total Return Fund |
|
32. |
Carlyle Tactical Private Credit Fund |
|
33. |
Cboe Vest Bitcoin Strategy Managed Volatility
Fund, Series of World Funds Trust |
|
34. |
Cboe Vest S&P 500® Dividend Aristocrats
Target Income Fund, Series of World Funds Trust |
|
35. |
Cboe Vest US Large Cap 10% Buffer Strategies
Fund, Series of World Funds Trust |
|
36. |
Cboe Vest US Large Cap 10% Buffer VI Fund, Series
of World Funds Trust |
|
37. |
Cboe Vest US Large Cap 20% Buffer Strategies
Fund, Series of World Funds Trust |
|
38. |
Cboe Vest US Large Cap 20% Buffer VI Fund, Series
of World Funds Trust |
|
39. |
Center Coast Brookfield MLP & Energy Infrastructure
Fund |
|
40. |
Changebridge Capital Long/Short ETF, Series
of Listed Funds Trust |
|
41. |
Changebridge Capital Sustainable Equity ETF,
Series of Listed Funds Trust |
|
42. |
Clifford Capital Focused Small Cap Value Fund,
Series of World Funds Trust |
|
43. |
Clifford Capital International Value Fund, Series
of World Funds Trust |
|
44. |
Clifford Capital Partners Fund, Series of World
Funds Trust |
|
45. |
Cliffwater Corporate Lending Fund |
|
46. |
Cliffwater Enhanced Lending Fund |
|
47. |
Cohen & Steers Infrastructure Fund, Inc. |
|
48. |
Convergence Long/Short Equity ETF, Series of
Trust for Professional Managers |
|
49. |
CornerCap Group of Funds |
|
50. |
CrossingBridge Pre-Merger SPAC ETF, Series of
Trust for Professional Managers |
|
51. |
Curasset Capital Management Core Bond Fund,
Series of World Funds Trust |
|
52. |
Curasset Capital Management Limited Term Income
Fund, Series of World Funds Trust |
|
53. |
Davis Fundamental ETF Trust |
|
54. |
Defiance Digital Revolution ETF, Series of ETF
Series Solutions |
|
55. |
Defiance Hotel, Airline, and Cruise ETF, Series
of ETF Series Solutions |
|
56. |
Defiance Next Gen Altered Experience ETF, Series
of ETF Series Solutions |
|
57. |
Defiance Next Gen Connectivity ETF, Series of
ETF Series Solutions |
|
58. |
Defiance Next Gen H2 ETF, Series of ETF Series
Solutions |
|
59. |
Defiance Next Gen SPAC Derived ETF, Series of
ETF Series Solutions |
|
60. |
Defiance Quantum ETF, Series of ETF Series Solutions |
|
61. |
Direxion Shares ETF Trust |
|
62. |
Dividend Performers ETF, Series of Listed Funds
Trust |
|
63. |
Dodge & Cox Funds |
|
64. |
DoubleLine ETF Trust |
|
65. |
DoubleLine Opportunistic Credit Fund |
|
66. |
DoubleLine Yield Opportunities Fund |
|
67. |
Eaton Vance NextShares Trust |
|
68. |
Eaton Vance NextShares Trust II |
|
69. |
EIP Investment Trust |
|
70. |
Ellington Income Opportunities Fund |
|
71. |
Esoterica Thematic ETF Trust |
|
72. |
ETF Opportunities Trust |
|
73. |
Evanston Alternative Opportunities Fund |
|
74. |
Exchange Listed Funds Trust |
|
75. |
Fiera Capital Series Trust |
|
76. |
FlexShares Trust |
|
77. |
FOMO ETF, Series of Collaborative Investment
Series Trust |
|
78. |
Forum Funds |
|
79. |
Forum Funds II |
|
80. |
Goose Hollow Tactical Allocation ETF, Series
of Collaborative Investment Series Trust |
|
81. |
Grayscale Future of Finance ETF, Series of ETF
Series Solutions |
|
82. |
Grizzle Growth ETF, Series of Listed Funds Trust |
|
83. |
Guinness Atkinson Funds |
|
84. |
Harbor ETF Trust |
|
85. |
Horizon Kinetics Inflation Beneficiaries ETF,
Series of Listed Funds Trust |
|
86. |
IDX Funds |
|
87. |
Innovator ETFs Trust |
|
88. |
Ironwood Institutional Multi-Strategy Fund LLC |
|
89. |
Ironwood Multi-Strategy Fund LLC |
|
90. |
John Hancock Exchange-Traded Fund Trust |
|
91. |
Kelly Strategic ETF Trust |
|
92. |
LifeGoal Conservative Wealth Builder ETF, Series
of Northern Lights Fund Trust II |
|
93. |
LifeGoal Home Down Payment ETF, Series of Northern
Lights Fund Trust II |
|
94. |
LifeGoal Wealth Builder ETF, Series of Northern
Lights Fund Trust II |
|
95. |
Mairs & Power Balanced Fund, Series of Trust
for Professional Managers |
|
96. |
Mairs & Power Growth Fund, Series of Trust
for Professional Managers |
|
97. |
Mairs & Power Minnesota Municipal Bond ETF,
Series of Trust for Professional Managers |
|
98. |
Mairs & Power Small Cap Fund, Series of
Trust for Professional Managers |
|
99. |
Manor Investment Funds |
|
100. |
Merk Stagflation ETF, Series of Listed Funds
Trust |
|
101. |
Milliman Variable Insurance Trust |
|
102. |
Mindful Conservative ETF, Series of Collaborative
Investment Series Trust |
|
103. |
Moerus Worldwide Value Fund, Series of Northern
Lights Fund Trust IV |
|
104. |
Mohr Growth ETF, Series of Collaborative Investment
Series Trust |
|
105. |
Morgan Creek - Exos Active SPAC Arbitrage ETF,
Series of Listed Funds Trust |
|
106. |
Morgan Creek - Exos SPAC Originated ETF, Series
of Listed Funds Trust |
|
107. |
Morningstar Funds Trust |
|
108. |
OTG Latin American Fund, Series of World Funds
Trust |
|
109. |
Overlay Shares Core Bond ETF, Series of Listed
Funds Trust |
|
110. |
Overlay Shares Foreign Equity ETF, Series of
Listed Funds Trust |
|
111. |
Overlay Shares Hedged Large Cap Equity ETF,
Series of Listed Funds Trust |
|
112. |
Overlay Shares Large Cap Equity ETF, Series
of Listed Funds Trust |
|
113. |
Overlay Shares Municipal Bond ETF, Series of
Listed Funds Trust |
|
114. |
Overlay Shares Short Term Bond ETF, Series of
Listed Funds Trust |
|
115. |
Overlay Shares Small Cap Equity ETF, Series
of Listed Funds Trust |
|
116. |
Palmer Square Opportunistic Income Fund |
|
117. |
Partners Group Private Income Opportunities,
LLC |
|
118. |
PENN Capital Funds Trust |
|
119. |
Performance Trust Mutual Funds, Series of Trust
for Professional Managers |
|
120. |
Perkins Discovery Fund, Series of World Funds
Trust |
|
121. |
Philotimo Focused Growth and Income Fund, Series
of World Funds Trust |
|
122. |
Plan Investment Fund, Inc. |
|
123. |
PMC Funds, Series of Trust for Professional
Managers |
|
124. |
Point Bridge America First ETF, Series of ETF
Series Solutions |
|
125. |
Preferred-Plus ETF, Series of Listed Funds Trust |
|
126. |
Putnam ETF Trust |
|
127. |
Quaker Investment Trust |
|
128. |
Rareview Dynamic Fixed Income ETF, Series of
Collaborative Investment Series Trust |
|
129. |
Rareview Inflation/Deflation ETF, Series of
Collaborative Investment Series Trust |
|
130. |
Rareview Systematic Equity ETF, Series of Collaborative
Investment Series Trust |
|
131. |
Rareview Tax Advantaged Income ETF, Series of
Collaborative Investment Series Trust |
|
132. |
REMS Real Estate Value-Opportunity Fund, Series
of World Funds Trust |
|
133. |
Renaissance Capital Greenwich Funds |
|
134. |
Revere Sector Opportunity ETF, Series of Collaborative
Investment Series Trust |
|
135. |
Reynolds Funds, Inc. |
|
136. |
RiverNorth Patriot ETF, Series of Listed Funds
Trust (f/k/a RiverNorth Volition America Patriot ETF) |
|
137. |
RMB Investors Trust |
|
138. |
Robinson Opportunistic Income Fund, Series of
Investment Managers Series Trust |
|
139. |
Robinson Tax Advantaged Income Fund, Series
of Investment Managers Series Trust |
|
140. |
Roundhill Ball Metaverse ETF, Series of Listed
Funds Trust |
|
141. |
Roundhill BITKRAFT Esports & Digital Entertainment
ETF, Series of Listed Funds Trust |
|
142. |
Roundhill Cannabis ETF, Series of Listed Funds
Trust |
|
143. |
Roundhill IO Digital Infrastructure ETF, Series
of Listed Funds Trust |
|
144. |
Roundhill MEME ETF, Series of Listed Funds Trust |
|
145. |
Roundhill Sports Betting & iGaming ETF,
Series of Listed Funds Trust |
|
146. |
Rule One Fund, Series of World Funds Trust |
|
147. |
Salient MF Trust |
|
148. |
Securian AM Balanced Stabilization Fund, Series
of Investment Managers Series Trust |
|
149. |
Securian AM Equity Stabilization Fund, Series
of Investment Managers Series Trust |
|
150. |
Securian AM Real Asset Income Fund, Series of
Investment Managers Series Trust |
|
151. |
SHP ETF Trust |
|
152. |
Six Circles Trust |
|
153. |
Sound Shore Fund, Inc. |
|
154. |
Sparrow Funds |
|
155. |
Spear Alpha ETF, Series of Listed Funds Trust |
|
156. |
STF Tactical Growth & Income ETF, Series
of Listed Funds Trust |
|
157. |
STF Tactical Growth ETF, Series of Listed Funds
Trust |
|
158. |
Strategy Shares |
|
159. |
Swan Hedged Equity US Large Cap ETF, Series
of Listed Funds Trust |
|
160. |
Syntax ETF Trust |
|
161. |
Teucrium Agricultural Strategy No K-1 ETF, Series
of Listed Funds Trust |
|
162. |
The B.A.D. ETF, Series of Listed Funds Trust |
|
163. |
The Chartwell Funds |
|
164. |
The Community Development Fund |
|
165. |
The De-SPAC ETF, Series of Collaborative Investment
Series Trust |
|
166. |
The Finite Solar Finance Fund |
|
167. |
The Private Shares Fund (f/k/a SharesPost
100 Fund) |
|
168. |
The Short De-SPAC ETF, Series of Collaborative
Investment Series Trust |
|
169. |
The SPAC and New Issue ETF, Series of Collaborative
Investment Series Trust |
|
170. |
Third Avenue Trust |
|
171. |
Third Avenue Variable Series Trust |
|
172. |
Tidal ETF Trust |
|
173. |
TIFF Investment Program |
|
174. |
Timothy Plan High Dividend Stock Enhanced ETF,
Series of The Timothy Plan |
|
175. |
Timothy Plan High Dividend Stock ETF, Series
of The Timothy Plan |
|
176. |
Timothy Plan International ETF, Series of The
Timothy Plan |
|
177. |
Timothy Plan US Large/Mid Cap Core ETF, Series
of The Timothy Plan |
|
178. |
Timothy Plan US Large/Mid Core Enhanced ETF,
Series of The Timothy Plan |
|
179. |
Timothy Plan US Small Cap Core ETF, Series of
The Timothy Plan |
|
180. |
Total Fund Solution |
|
181. |
TrueShares ESG Active Opportunities ETF, Series
of Listed Funds Trust |
|
182. |
TrueShares Low Volatility Equity Income ETF,
Series of Listed Funds Trust |
|
183. |
TrueShares Structured Outcome (April) ETF, Series
of Listed Funds Trust |
|
184. |
TrueShares Structured Outcome (August) ETF,
Series of Listed Funds Trust |
|
185. |
TrueShares Structured Outcome (December) ETF,
Series of Listed Funds Trust |
|
186. |
TrueShares Structured Outcome (February) ETF,
Series of Listed Funds Trust |
|
187. |
TrueShares Structured Outcome (January) ETF,
Series of Listed Funds Trust |
|
188. |
TrueShares Structured Outcome (July) ETF, Series
of Listed Funds Trust |
|
189. |
TrueShares Structured Outcome (June) ETF, Series
of Listed Funds Trust |
|
190. |
TrueShares Structured Outcome (March) ETF, Series
of Listed Funds Trust |
|
191. |
TrueShares Structured Outcome (May) ETF, Listed
Funds Trust |
|
192. |
TrueShares Structured Outcome (November) ETF,
Series of Listed Funds Trust |
|
193. |
TrueShares Structured Outcome (October) ETF,
Series of Listed Funds Trust |
|
194. |
TrueShares Structured Outcome (September) ETF,
Series of Listed Funds Trust |
|
195. |
TrueShares Technology, AI & Deep Learning
ETF, Series of Listed Funds Trust |
|
196. |
Tuttle Capital Short Innovation ETF, Series
of Collaborative Investment Series Trust |
|
197. |
U.S. Global Investors Funds |
|
198. |
Union Street Partners Value Fund, Series of
World Funds Trust |
|
199. |
Variant Alternative Income Fund |
|
200. |
Variant Impact Fund |
|
201. |
VictoryShares Developed Enhanced Volatility
Wtd ETF, Series of Victory Portfolios II |
|
202. |
VictoryShares Dividend Accelerator ETF, Series
of Victory Portfolios II |
|
203. |
VictoryShares Emerging Market High Div Volatility
Wtd ETF, Series of Victory Portfolios II |
|
204. |
VictoryShares International High Div Volatility
Wtd ETF, Series of Victory Portfolios II |
|
205. |
VictoryShares International Volatility Wtd ETF,
Series of Victory Portfolios II |
|
206. |
VictoryShares NASDAQ Next 50 ETF, Series of
Victory Portfolios II |
|
207. |
VictoryShares Protect America ETF, Series of
Victory Portfolios II |
|
208. |
VictoryShares Top Veteran Employers ETF, Series
of Victory Portfolios II |
|
209. |
VictoryShares US 500 Enhanced Volatility Wtd
ETF, Series of Victory Portfolios II |
|
210. |
VictoryShares US 500 Volatility Wtd ETF, Series
of Victory Portfolios II |
|
211. |
VictoryShares US Discovery Enhanced Volatility
Wtd ETF, Series of Victory Portfolios II |
|
212. |
VictoryShares US EQ Income Enhanced Volatility
Wtd ETF, Series of Victory Portfolios II |
|
213. |
VictoryShares US Large Cap High Div Volatility
Wtd ETF, Series of Victory Portfolios II |
|
214. |
VictoryShares US Multi-Factor Minimum Volatility
ETF, Series of Victory Portfolios II |
|
215. |
VictoryShares US Small Cap High Div Volatility
Wtd ETF, Series of Victory Portfolios II |
|
216. |
VictoryShares US Small Cap Volatility Wtd ETF,
Series of Victory Portfolios II |
|
217. |
VictoryShares USAA Core Intermediate-Term Bond
ETF, Series of Victory Portfolios II |
|
218. |
VictoryShares USAA Core Short-Term Bond ETF,
Series of Victory Portfolios II |
|
219. |
VictoryShares USAA MSCI Emerging Markets Value
Momentum ETF, Series of Victory Portfolios II |
|
220. |
VictoryShares USAA MSCI International Value
Momentum ETF, Series of Victory Portfolios II |
|
221. |
VictoryShares USAA MSCI USA Small Cap Value
Momentum ETF, Series of Victory Portfolios II |
|
222. |
VictoryShares USAA MSCI USA Value Momentum ETF,
Series of Victory Portfolios II |
|
223. |
Walthausen Funds |
|
224. |
West Loop Realty Fund, Series of Investment
Managers Series Trust |
|
225. |
WisdomTree Trust |
|
226. |
WST Investment Trust |
|
227. |
XAI Octagon Floating Rate & Alternative
Income Term Trust |
(b) |
To
the best of the Registrant’s knowledge, the table below provides information for each director, officer or partner of
Foreside Fund Services, LLC, the principal underwriter of the IDX Risk-Managed Bitcoin Strategy Fund and IDX Commodity Opportunities
Fund: |
NAME
AND PRINCIPAL
BUSINESS
ADDRESS |
ADDRESS |
POSITIONS
WITH
UNDERWRITER |
POSITIONS
WITH
REGISTRANT |
Teresa Cowan |
111 E. Kilbourn
Ave., Suite 2200, Milwaukee, WI 53202 |
President and Manager |
None |
Chris Lanza |
Three
Canal Plaza, Suite 100
Portland,
ME 04101 |
Vice President |
None |
Kate Macchia |
Three
Canal Plaza, Suite 100
Portland,
ME 04101 |
Vice President |
None |
Nanette K. Chern |
Three
Canal Plaza, Suite 100
Portland,
ME 04101 |
Vice President and Chief Compliance Officer |
None |
Kelly B. Whetstone |
Three
Canal Plaza, Suite 100
Portland,
ME 04101 |
Secretary |
None |
Susan L. LaFond |
111 E. Kilbourn
Ave., Suite 2200, Milwaukee, WI 53202 |
Treasurer |
None |
ITEM
33. |
Location
of Accounts and Records |
The
Registrant maintains the records required to be maintained by it under Rules 31a-1(a), 31a-1(b) and 31a-2(a) under the Investment
Company Act of 1940, as amended, at its principal executive offices 3900 Park East Dr., Beachwood, OH 44122, except
for those records that may be maintained pursuant to Rule 31a-3 at the offices of
| (i) | U.S.
Bank, N.A., U.S. Bank Tower, 425 Walnut Street, Cincinnati, OH 45202 (records relating
to its function as Custodian), |
| (ii) | Gryphon
Fund Group, LLC, 3900 Park East Dr., #200, Beachwood, OH 44122 (records relating to its
function as Administrator, Fund Accountant, and Transfer Agent), and |
| (iii) | IDX
Advisors, LLC, 2201 E. Camelback Road, Suite 605, Phoenix, AZ 85016 (records relating
to its function as investment adviser to the IDX Risk-Managed Bitcoin Fund). |
ITEM
34. |
Management
Services |
None.
None.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant
certifies that it meets all of the requirements for effectiveness of this amendment to the registration statement under Rule 485(b)
under the Securities Act and the Registrant has duly caused this Post-Effective Amendment No. 47 to the Registrant’s Registration
Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Beachwood, and State of Ohio,
on October 19, 2022.
|
IDX
Funds |
|
|
|
|
By: |
/s/
Christopher MacLaren |
|
|
Christopher MacLaren,
President |
Pursuant
to the requirements of the Securities Act, this Post-Effective Amendment to the Registration Statement has been signed below by
the following persons in the capacities and on the date indicated.
* |
|
October
19, 2022 |
Kelley
J. Brennan, Trustee |
|
Date
|
* |
|
October
19, 2022 |
Nicholas
Carmi, Trustee |
|
Date
|
* |
|
October
19, 2022 |
Tobias
Caldwell, Trustee |
|
Date |
|
|
|
|
|
|
/s/
Christopher MacLaren |
|
October
19, 2022 |
Christopher
MacLaren, President |
|
Date
|
/s/
Gordon M. Jones |
|
October
19, 2022 |
Gordon
M. Jones, Treasurer |
|
Date
|
*
By: |
/s/
Christopher MacLaren |
|
October
19, 2022 |
Christopher
MacLaren, Attorney-in-Fact |
|
Date |
|
|
|
|
EXHIBIT
INDEX