The Fund is an actively-managed exchange-traded fund (“ETF”) that seeks to achieve its investment objective by investing primarily in global equity securities of Ocean Health Companies (defined below). Under normal market conditions, the Fund will invest at least 80% of its net assets, plus any borrowings for investment purposes, in Ocean Health Companies. The Fund categorizes an “Ocean Health Company” as a company that shows commitment and diligence towards addressing ocean-related issues, such as pollution discharge, waste runoff, overfishing, or environmental protection, or a company that prioritizes reduced CO2 emissions and/or invests in “blue carbon” projects aimed at managing, conserving, and restoring coastal and marine ecosystems (for the benefit of climate, biodiversity, and human well-being).

In order to identify investment candidates for the Fund, the Fund’s sub-adviser, Newday Funds, Inc., doing business as Newday Impact (“Newday” or the “Sub-Adviser”), analyzes the Fund’s investable universe utilizing a proprietary, mathematically-driven screening methodology. The Sub-Adviser begins its analysis by screening an initial universe of: 

The Fund may invest in the securities of foreign companies either directly (via securities listed on foreign stock exchanges) or indirectly via American Depositary Receipts (“ADRs”), which are listed on U.S. exchanges.

The Sub-Adviser uses ocean health criteria to determine a universe of Ocean Health Companies that are potential candidate companies for investment by the Fund. A company’s financial returns are not considered during this step. In particular, the Sub-Adviser considers specific key performance indicators (“KPI”) which are indicators of corporate alignment within the Ocean Health theme, such as a company’s water pollutant emissions, CO2 emissions, and hazardous waste production to assign each company a score (an “Ocean Health Impact Score”). Each KPI considered has a set of properties that determine how it is scored and weighted (see the section of the Fund’s Prospectus titled “Additional Information about the Funds”). The Sub-Adviser’s scoring model produces a numerical Ocean Health Impact Score with a range of 0-100%, where higher scoring companies are determined to be more thematically aligned, and therefore favorable candidates for inclusion in the Fund’s portfolio.

Once a universe of Ocean Health Companies is established, and certain companies are excluded (as noted below), the Sub-Adviser selects securities for the Fund’s portfolio considering, among other things, each company’s fundamental business metrics (such as earnings expectations, earnings quality, and profitability).

Excluded Companies

There are certain products and services the Sub-Adviser considers fundamentally incompatible with sustainable development. While the factors considered may not directly impact ocean health, the Sub-Adviser believes that companies with significant involvement in the listed business categories are generally not strong candidates for inclusion. The Sub-Adviser will exclude any companies with meaningful exposure (e.g., 5% revenue where such data is available) in any of the listed business categories. The Sub-Adviser will not make exclusions based on a lack of available data. Generally, the 5% revenue threshold is designed so that the Sub-Adviser’s model excludes the primary manufacturers or sellers of such products, rather than resellers with marginal exposure. For example, major online retailers would be screened out for sale of alcohol, firearms, etc. if the Sub-Adviser did not set a revenue threshold.

The Sub-Adviser will exclude any companies with meaningful exposure (as defined above) in any of the following business categories:

● Armaments - Companies that produce vehicles, planes, armaments or any combat materials used by the military.

● Cluster Bombs - Companies that produce cluster bombs.

● Anti-Personnel Landmines - Companies that produce anti-personnel landmines.

● Firearms - Companies that produce or retail firearms or small arms ammunition intended for civilian use.

● Gambling - Companies that generate revenues from gambling.

● Tobacco 5% Revenues - Companies that receive more than 5% of their total net revenues from tobacco production.

● Alcohol 5% Revenues - Companies that receive more than 5% of their total net revenues from alcohol production.

● Child Labor Controversies - Companies that have controversies regarding the use of child labor.

● Fossil Fuels - Companies that are included in the following Global Industry Classification Standards (GICS) sub-industries: Oil & Gas Drilling, Oil & Gas Equipment & Services, Integrated Oil & Gas, Oil & Gas Exploration & Production, Oil & Gas Refining & Marketing, Oil & Gas Storage & Transportation, and/or Coal & Consumable Fuels.

Portfolio Selection

The Sub-Adviser selects securities for the Fund’s portfolio using a multi-factorial “quantamental” process to seek companies that are both Ocean Health Companies and that appear poised to financially outperform over the long term. This approach merges quantitative analysis (using mathematical and statistical models) and fundamental analysis (examining financial statements and economic indicators). The Sub-Adviser conducts a quantitative analysis based on the Ocean Health Impact Scores, and it evaluates a range of macro and fundamental metrics such as earnings quality, earnings growth, volatility, and valuation.

In addition, the Sub-Adviser performs a qualitative analysis of each potential candidate. During this evaluative step, emphasis is placed on scrutinizing each portfolio candidate’s involvement with certain ‘advocacy’ themes, which include air, water, biodiversity, soil, equity, and carbon. In essence, the Sub-Adviser seeks to identify companies that are actively participating in or supporting efforts related to the aforementioned environmental issues. This involvement can take various forms, such as implementing sustainable practices within their operations, funding research and initiatives aimed at environmental conservation, or advocating for policies that promote these themes. The Sub-Adviser also looks for companies that show a readiness to adapt or change their strategies to embrace these values, especially after engaging in discussions with the Sub-Adviser. This comprehensive approach is designed to ensure that the companies selected for the Fund's portfolio are not only aware of these important themes but are also taking concrete steps to address them in their business models. Moreover, due consideration is given to assessing whether any candidate company is entwined in substantial controversies, such as engagement in anti-competitive practices, human rights discrepancies, shareholder rights violations, and issues pertaining to workforce health and safety.

Subsequently, the Sub-Adviser selects its highest conviction securities based on a holistic outcome of both the aforementioned quantitative and qualitative analyses.

In addition, the Fund may invest up to 20% of its net assets in companies that currently have moderate Ocean Health Impact Scores, provided that the Sub-Adviser determines they have strong financials. Selection of these companies also hinges on positive qualitative evaluations by the Sub-Adviser. As part of this process, the Sub-Adviser will evaluate each company’s readiness to implement operational changes that will advance the advocacy themes discussed above, either as part of the initial decision to invest in a company or as part of determining whether to keep a company in the Fund’s portfolio.

The Sub-Adviser may invest in companies of any market capitalization, region, or sector allowing it to construct a portfolio that focuses on what the Sub-Adviser views as the most attractive opportunities regardless of a company’s size, location, or sector orientation. The Fund’s portfolio will include approximately 20-30 companies.

The Fund is considered to be non-diversified, which means that it may invest a greater percentage of its assets in the securities of a single issuer or a smaller number of issuers than if it were a diversified fund. However, the Fund has a policy that it will reduce its holding in a security if the position makes up more than 7.5% of the Fund’s portfolio.