THE SECURITIES ACT OF 1933 | ☒ | |
Pre-Effective Amendment No. | ☐ | |
Post-Effective Amendment No. 198 | ☒ |
THE INVESTMENT COMPANY ACT OF 1940 | ☒ | |
Amendment No. 200 | ☒ |
☒ | Immediately upon filing pursuant to paragraph (b) of Rule 485 |
☐ | On (date) pursuant to paragraph (b) of Rule 485 |
☐ | 60 days after filing pursuant to paragraph (a) of Rule 485 |
☐ | On (date) pursuant to paragraph (a) of Rule 485 |
☐ | 75 days after filing pursuant to paragraph (a)(2) of Rule 485 |
☐ | On (date) pursuant to paragraph (a)(2) of Rule 485 |
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NYSE Arca Ticker: |
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Sub-Advised by:
Poseidon Investment Management, LLC
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ADVISORSHARES TRUST 4800 Montgomery Lane • Suite 150
Bethesda, Maryland 20814
www.advisorshares.com
877.843.3831
Prospectus dated This Prospectus provides important information about the AdvisorShares Poseidon Dynamic Cannabis ETF, a series of AdvisorShares Trust. Before you invest, please read this Prospectus and the Fund’s Statement of Additional Information carefully and keep them for future reference.
The shares of the Fund have not been approved or disapproved by the U.S. Securities and Exchange Commission nor has the U.S. Securities and Exchange Commission passed upon the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offense
. |
SHAREHOLDER FEES (fees paid directly from your investment) |
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ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment) |
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MANAGEMENT FEES |
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DISTRIBUTION (12b-1) FEES |
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OTHER EXPENSES* |
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TOTAL ANNUAL OPERATING EXPENSES |
* |
1 YEAR |
3 YEARS |
|
AdvisorShares Poseidon Dynamic Cannabis ETF |
$ |
$ |
Name |
Title |
AdvisorShares Investments, LLC |
Advisor
|
Poseidon Investment Management, LLC | Sub-Advisor |
Name and Title |
Length of Service with Sub- Advisor |
Emily Paxhia, Co-Founder, Managing Director & Portfolio Manager |
since 2017 |
Morgan Paxhia, Co-Founder, Managing Director & Portfolio Manager |
since 2017 |
Tyler Greif , Managing Director & Portfolio Manager |
since 2019 |
● | The Fund intends to distribute, at least annually, substantially all of its net investment income and net capital gains income. |
● |
The income dividends you receive from the Fund may be taxed as either ordinary income or “qualified dividend income.” For non-corporate shareholders, dividends reported by the Fund as qualified dividend income are generally eligible for reduced tax rates applicable to long-term capital gains, provided holding period and other requirements are met. Qualified dividend income generally is income derived from dividends paid by U.S. corporations or certain foreign corporations that are either incorporated in a U.S. possession or eligible for tax benefits under certain U.S. income tax treaties. In addition, dividends that the Fund receives in respect of stock of certain foreign corporations may be qualified dividend income if that stock is readily tradable on an established U.S. securities market. For such dividends to be taxed as qualified dividend income to a non-corporate shareholder, the Fund must satisfy certain holding period requirements with respect to the underlying stock and the non-corporate shareholder must satisfy holding period requirements with respect to his or her ownership of the Fund’s shares. Holding periods may be suspended for these purposes for stock that is hedged. Dividends received by the Fund from a REIT are generally not treated as qualified dividend income unless so reported by such REIT. Certain of the Fund’s investment strategies may limit its ability to distribute dividends eligible to be treated as qualified dividend income. |
● |
Corporate shareholders may be entitled to a dividends received deduction for the portion of dividends they receive that are attributable to dividends received by the Fund from U.S. corporations, subject to certain limitations. Certain of the Fund’s investment strategies may limit its ability to distribute dividends eligible to for the dividends received deduction for corporate shareholders. |
● |
Taxes on distributions of capital gains (if any) are determined by how long the Fund owned the investments that generated them, rather than how long a shareholder has owned their shares. Sales of assets held by the Fund for more than one year generally result in long-term capital gains and losses, and sales of assets held by the Fund for one year or less generally result in short-term capital gains and losses. Distributions from the Fund’s short-term capital gains are generally taxable as ordinary income. Any distributions of net capital gain (the excess of the Fund’s net long-term capital gains over its net short-term capital losses) that you receive from the Fund generally are taxable as long-term capital gains regardless of how long you have owned your shares. Long-term capital gains are taxed to non-corporate shareholders at reduced tax rates. |
● | Dividends and distributions are generally taxable to you whether you receive them in cash or reinvest them in additional shares. |
● |
In general, your distributions are subject to federal income tax for the year in which they are paid. However, distributions paid in January but declared by the Fund in October, November or December of the previous year may be taxable to you in the previous year. |
● | Shortly after the close of each calendar year, the Fund (or your broker) will inform you of the amount of your ordinary income dividends, qualified dividend income, foreign tax credits and net capital gain distributions received from the Fund. |
● | You may wish to avoid investing in the Fund shortly before a dividend or other distribution, because such a distribution will generally be taxable even though it may economically represent a return of a portion of your investment. |
Advisor
|
AdvisorShares Investments, LLC 4800 Montgomery Lane, Suite 150
Bethesda, Maryland 20814
|
Sub-Advisor
|
Poseidon Investment Management, LLC 330 Fell Street, Suite 200
San Francisco, California 94102 |
Distributor
|
Foreside Fund Services, LLC Three Canal Plaza, Suite 100
Portland, Maine 04101
|
Legal Counsel
|
Morgan, Lewis & Bockius LLP 1111 Pennsylvania Avenue, NW
Washington, DC 20004
|
Administrator, Custodian &
Transfer Agent |
The Bank of New York Mellon 240 Greenwich Street
New York, New York 10286
|
● | Common Stock. Common stock represents an equity or ownership interest in an issuer. In the event an issuer is liquidated or declares bankruptcy, the claims of owners of bonds and preferred stock take precedence over the claims of those who own common stock. |
● | Preferred Stock. Preferred stock represents an equity or ownership interest in an issuer that pays dividends at a specified rate and that has precedence over common stock in the payment of dividends. In the event an issuer is liquidated or declares bankruptcy, the claims of owners of bonds take precedence over the claims of those who own preferred and common stock. |
● | Warrants. Warrants are instruments that entitle the holder to buy an equity security at a specific price for a specific period of time. Changes in the value of a warrant do not necessarily correspond to changes in the value of its underlying security. The price of a warrant may be more volatile than the price of its underlying security, and a warrant may offer greater potential for capital appreciation as well as capital loss. Warrants do not entitle a holder to dividends or voting rights with respect to the underlying security and do not represent any rights in the assets of the issuing company. A warrant ceases to have value if it is not exercised prior to its expiration date. These factors can make warrants more speculative than other types of investments. |
● | Convertible Securities. Convertible securities are bonds, debentures, notes, preferred stocks or other securities that may be converted or exchanged (by the holder or by the issuer) into shares of the underlying common stock (or cash or securities of equivalent value) at a stated exchange ratio. A convertible security may also be called for redemption or conversion by the issuer after a particular date and under certain circumstances (including a specified price) established upon issue. If a convertible security held by the Fund is called for redemption or conversion, the Fund could be required to tender it for redemption, convert it into the underlying common stock, or sell it to a third party. |
● | Small and Medium Capitalization Companies. Investing in equity securities of small and medium capitalization companies often involves greater risk than is customarily associated with investments in larger capitalization companies. This increased risk may be due to the greater business risks of smaller size, limited markets and financial resources, narrow product lines and frequent lack of depth of management. The securities of smaller companies are often traded in the over-the-counter market and even if listed on a national securities exchange may not be traded in volumes typical for that exchange. Consequently, the securities of smaller companies are less likely to be liquid, may have limited market stability, and may be subject to more abrupt or erratic market movements than securities of larger, more established growth companies or the market averages in general. |
● | Large Capitalization Companies. Investments in large capitalization companies may go in and out of favor based on market and economic conditions and may underperform other market segments. Some large capitalization companies may be unable to respond quickly to new competitive challenges, such as changes in technology and consumer tastes, and may not be able to attain the high growth rate of successful smaller companies, especially during extended periods of economic expansion. As such, returns on investments in stocks of large capitalization companies could trail the returns on investments in stocks of small and mid-capitalization companies. |
· |
Master Limited Partnerships (“MLPs”). MLPs are limited partnerships in which the ownership units are publicly traded. MLP units are registered with the SEC and are freely traded on a securities exchange or in the over-the-counter market. MLPs often own several properties or businesses (or own interests) that are related to real estate development and oil and gas industries, but they also may finance motion pictures, research and development and other projects. Generally, an MLP is operated under the supervision of one or more managing general partners. Limited partners are not involved in the day-to-day management of the partnership. |
● | Rights. A right is a privilege granted to existing shareholders of a corporation to subscribe to shares of a new issue of common stock before it is issued. Rights normally have a short life of usually two to four weeks, are freely transferable and entitle the holder to buy the new common stock at a lower price than the public offering price. An investment in rights may entail greater risks than certain other types of investments. Generally, rights do not carry the right to receive dividends or exercise voting rights with respect to the underlying securities, and they do not represent any rights in the assets of the issuer. In addition, their value does not necessarily change with the value of the underlying securities, and they cease to have value if they are not exercised on or before their expiration date. Investing in rights increases the potential profit or loss to be realized from the investment as compared with investing the same amount in the underlying securities. |
● | Investments in Foreign Equity Securities. The Fund may invest in the equity securities of foreign issuers, including the securities of foreign issuers in emerging countries. Emerging or developing markets exist in countries that are considered to be in the initial stages of industrialization. The risks of investing in these markets are similar to the risks of international investing in general, although the risks are greater in emerging and developing markets. Countries with emerging or developing securities markets tend to have economic structures that are less stable than countries with developed securities markets. This is because their economies may be based on only a few industries and their securities markets may trade a small number of securities. Prices on these exchanges tend to be volatile, and securities in these countries historically have offered greater potential for gain (as well as loss) than securities of companies located in developed countries. |
1. | Borrow money, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. The 1940 Act presently allows a fund to (1) borrow from any bank (including pledging, mortgaging or hypothecating assets) in an amount up to 33 1/3% of its total assets, (2) borrow money for temporary purposes in an amount not exceeding 5% of the value of the fund’s total assets at the time of the loan, and (3) enter into reverse repurchase agreements. |
2. | Purchase or sell commodities or commodity contracts unless acquired as a result of ownership of securities or other instruments issued by persons that purchase or sell commodities or commodities contracts; but this shall not prevent the Fund from purchasing, selling and entering into financial futures contracts (including futures contracts on indices of securities, interest rates and currencies), options on financial futures contracts (including futures contracts on indices of securities, interest rates and currencies), warrants, swaps, forward contracts, foreign currency spot and forward contracts or other derivative instruments that are not related to physical commodities. |
3. | Make loans, except as permitted under the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. |
4. | Purchase or sell real estate, except that, to the extent permitted by applicable law, the Fund may (a) invest in securities or other instruments directly or indirectly secured by real estate and (b) invest in securities or other instruments issued by issuers that invest in real estate. |
5. | Issue senior securities, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. |
6. | Underwrite securities issued by others, except to the extent that the Fund may be considered an underwriter within the meaning of the Securities Act of 1933 (the “Securities Act”) in the disposition of restricted securities or in connection with investments in other investment companies. |
7. | Invest more than 25% of its total assets in the securities of one or more issuers conducting their principal business activities in the same industry or group of industries except that the Fund will concentrate ( i.e., invest more than 25% of its total assets) in the securities of issuers in the Pharmaceuticals, Biotechnology & Life Sciences Industry Group. (The limitation against industry concentration does not apply to investments in securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities, or to shares of investment companies; however, the Fund will not invest more than 25% of its net assets in any investment company that so concentrates.)* |
1. | Without providing 60 days notice to shareholders, change its investment strategy to invest, under normal circumstances, at least 80% of its net assets (plus any borrowings for investment purposes) in (i) securities of companies that derive at least 50% of their net revenue directly from the marijuana and hemp business or from providing services, products or technology to the marijuana and hemp business, and in (ii) derivatives that have economic characteristics similar to such securities. |
● | ordinary brokerage transactions through brokers or dealers (who may act as agents or principals) or directly to one or more purchasers; |
● | privately negotiated transactions; |
● | through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; and |
● | any other method permitted pursuant to applicable law. |
Name, Address and Date of Birth of Trustee/Officer |
Position(s) Held with the Trust, Term of Office and Length of Time Served |
Principal Occupation(s) During Past 5 Years |
Number of Portfolios in Fund Complex Overseen by Trustee |
Other Directorships Held by Trustee During Past 5 Years |
Interested Trustee |
||||
Noah Hamman* 4800 Montgomery Lane Suite 150 Bethesda, MD 20814 (1968) |
Trustee (no set term); served since 2009 |
Chief Executive Officer, President, and Founder of AdvisorShares Investments, LLC (2006-present). |
24 |
None |
Independent Trustees |
||||
Elizabeth (“Betsy”) Piper/Bach 4800 Montgomery Lane Suite 150 Bethesda, MD 20814 (1952) |
Trustee (no set term); served since 2009 |
President of ASAE Business Services, Inc.(2017-present), ASAE Insurance Company (2020-present), ASAE Investments, LLC (2018-present), ASAE Real Estate (2017-present) (ASAE (American Society of Association Executives) is a membership organization serving the association and non-profit community); President of P/B Wealth Consulting (2017-present); Vice-President/Chief Operating Officer of NADA (National Automobile Dealers Association) Retirement Administrators, Inc. (2009-2017). |
24 |
None |
Name, Address and Date of Birth of Trustee/Officer |
Position(s) Held with the Trust, Term of Office and Length of Time Served |
Principal Occupation(s) During Past 5 Years |
Number of Portfolios in Fund Complex Overseen by Trustee |
Other Directorships Held by Trustee During Past 5 Years |
William G. McVay 4800 Montgomery Lane Suite 150 Bethesda, MD 20814 (1954) |
Trustee (no set term); served since 2011 |
Principal of Red Tortoise LLC (a boutique investment counseling firm) (May 2017-present); Founder of RDK Strategies, LLC (a firm providing investment management research and consulting solutions) (2007-present). |
24 |
None |
Officers |
||||
Noah Hamman 4800 Montgomery Lane, Suite 150 Bethesda, MD 20814 (1968) |
President (no set term); served since 2009 |
Chief Executive Officer, President, and Founder of AdvisorShares Investments, LLC (2006-present). |
N/A |
N/A |
Julio Lugo 51 Stonehedge Drive East Windsor, NJ 08520 (1963) |
Vice President (no set term); served since 2021 |
Head of Fund Operations of AdvisorShares Investments, LLC (2021-present); Vice President of the Trust (2021-present); President/Founder of ETP Consultants LLC (2020-2021); Principal of BNY Mellon Depositary Receipts (2004-2020). |
N/A |
N/A |
Dan Ahrens 2030 Modern Place Dallas, TX 75214 (1966) |
Secretary and Treasurer (no set terms); served since 2009 |
Managing Director of AdvisorShares Investments, LLC (2013-present); Chief Compliance Officer of the Trust (2009-2013); Executive Vice President of AdvisorShares Investments, LLC (2008-2013). |
N/A |
N/A |
Stefanie Little 11 Gina Marie Lane Elkton, MD 21921 (1967) |
Chief Compliance Officer (no set term); served since 2013 |
Founder of Chenery Compliance Group, LLC (2015 - present); Chief Compliance Officer of AdvisorShares Investments, LLC and the Trust (2013-present); Managing Member of SEC Compliance Alliance, LLC (2012-present); President of Little Consulting Group, Inc. (2011-present). |
N/A |
N/A |
* | Mr. Hamman is an “interested” person of the Trust, as that term is defined in the 1940 Act, by virtue of his ownership and controlling interest in the Advisor. |
Trustee Name |
Fund Name |
Dollar Range of Fund Shares |
Aggregate Dollar Range of Shares in All Registered Investment Companies Overseen by Trustee in Family of Investment Companies |
Interested Trustee |
|||
Noah Hamman |
AdvisorShares Poseidon Dynamic Cannabis ETF |
None |
over $100,000 |
Independent Trustees |
|||
Elizabeth Piper/Bach |
AdvisorShares Poseidon Dynamic Cannabis ETF |
None |
$1-$10,000 |
William G. McVay |
AdvisorShares Poseidon Dynamic Cannabis ETF |
None |
$10,001-$50,000 |
Name of Trustee |
Aggregate Compensation From Trust |
Pension or Retirement Benefits Accrued as Part of Trust’s Expenses |
Estimated Annual Benefits Upon Retirement |
Total Compensation from Fund Complex* |
Interested Trustee |
||||
Noah Hamman |
$0 |
N/A |
N/A |
$0 |
Independent Trustees |
||||
Elizabeth Piper/Bach |
$48,750 |
N/A |
N/A |
$48,750 |
William G. McVay |
$45,000 |
N/A |
N/A |
$45,000 |
Fund |
Annual Advisory Fee as a % of Average Daily Net Assets |
Maximum Annual Operating Expense Limit |
AdvisorShares Poseidon Dynamic Cannabis ETF |
0.80% |
0.99% |
Name |
Registered Investment Companies |
Other Pooled Investment Vehicles |
Other Accounts |
|||
Number of Accounts |
Total Assets (in millions) |
Number of Accounts |
Total Assets (in millions) |
Number of Accounts |
Total Assets (in millions) |
|
Emily Paxhia |
0 |
$0 |
3 |
$176 |
7 |
$16 |
Morgan Paxhia |
0 |
$0 |
3 |
$176 |
7 |
$16 |
Tyler Greif |
0 |
$0 |
0 |
$0 |
0 |
$0 |
Fund |
Creation Transaction Fee* |
AdvisorShares Poseidon Dynamic Cannabis ETF |
$500 |
Fund |
Redemption Transaction Fee* |
AdvisorShares Poseidon Dynamic Cannabis ETF |
$500 |
● |
adopt and implement written proxy voting procedures reasonably designed to ensure that its voting is in the best interests of clients, |
● |
address in such policies and procedures how the adviser will manage any conflicts of interest that might otherwise affect its proxy voting decisions, |
● |
provide a summary of such procedures to clients, and |
● |
offer to provide the full procedures upon request and inform clients how they can obtain information about how their securities were voted. |
● |
Name changes |
● |
Election of directors |
● |
Ratification of auditors |
● |
Maintaining current levels of directors’ indemnification and liability |
● |
Increase in authorized shares (common stock only) if there is no intention to significantly dilute shareholders’ proportionate interest |
● |
Employee stock purchase or ownership plans |
● |
Mergers, acquisitions, restructurings |
● |
Reincorporations |
● |
Changes in capitalization |
● |
Increased indemnification protections for directors or officers |
● |
Certain supermajority requirements |
● |
Unequal voting rights |
● |
Classified boards |
● |
Cumulative voting |
● |
Authorization of new securities if the intention appears to be to unduly dilute the shareholders’ proportionate interest |
● |
Changing the state of incorporation if the intention appears to disfavor the economic interest of the shareholders |
● |
Annual elections |
● |
Independent directors |
● |
Confidential voting |
● |
Proposals that require shareholder approval for: |
· |
Adoption or retention of “poison pills” or golden parachutes |
· |
Elimination of cumulative voting or preemptive rights |
· |
Reclassification of company boards |
Item 28 . |
Exhibits |
Item 29. |
Persons Controlled by or under Common Control with the Fund |
Item 30. |
Indemnification |
(a) |
Subject to the exceptions and limitations contained in paragraph (b) below: |
(b) |
No indemnification shall be provided hereunder to a Covered Person: |
(c) |
The rights of indemnification herein provided may be insured against by policies maintained by the Trust, shall be severable, shall not be exclusive of or affect any other rights to which any Covered Person may now or hereafter be entitled, shall continue as to a person who has ceased to be a Covered Person and shall inure to the benefit of the heirs, executors, and administrators of such a person. Nothing contained herein shall affect any rights to indemnification to which Trust personnel, other than Covered Persons, and other persons may be entitled by contract or otherwise under law. |
(d) |
To the maximum extent permitted by applicable law, expenses in connection with the preparation and presentation of a defense to any claim, action, suit, or proceeding of the character described in paragraph (a) of Section 9.02 of the Declaration of Trust may be paid by the Trust or Series from time to time prior to final disposition thereof upon receipt of any undertaking by or on behalf of such Covered Person that such amount will be paid over by him to the Trust or Series if it ultimately is determined that he is not entitled to indemnification under Section 9.02 of the Declaration of Trust; provided, however, that either (a) such Covered Person shall have provided appropriate security for such undertaking, (b) the Trust is insured against losses arising out of any such advance payments, or (c) either a majority of the Trustees who are neither Interested Persons of the Trust nor parties to the matter, or independent legal counsel in a written opinion, shall have determined, based upon a review of readily-available facts (as opposed to a full trial-type inquiry or investigation), that there is a reason to believe that such Covered Person will be found entitled to indemnification under Section 9.02 of the Declaration of Trust. |
Item 31 . |
Business and Other Connections of the Investment Adviser |
Name and Position with ChangePath |
Name of Other Company |
Connection with Other Company |
Kenneth Hyman, Sr. VP of Business Development |
Partnervest Advisory Services, LLC |
President/CEO |
Name and Position with DoubleLine |
Name of Other Company |
Connection with Other Company |
Jeffrey Gundlach, Executive Committee |
DoubleLine Capital LP |
Executive Committee |
Henry Chase, Executive Committee |
DoubleLine Capital LP |
Executive Committee |
Earl Lariscy, Executive Committee |
DoubleLine Capital LP |
Executive Committee |
Ronald Redell, Executive Committee |
DoubleLine Capital LP |
Executive Committee |
Cris Santa Ana III, Executive Committee |
DoubleLine Capital LP |
Executive Committee |
Barbara Van Every, Executive Committee |
DoubleLine Capital LP |
Executive Committee |
Casey Moore, Executive Committee |
DoubleLine Capital LP |
Executive Committee |
Jeffrey Sherman, Executive Committee |
DoubleLine Capital LP |
Executive Committee |
Youse Guia, Chief Compliance Officer, Executive Committee |
DoubleLine Capital LP |
Chief Compliance Officer, Executive Committee |
Joan Elam, Executive Committee |
DoubleLine Capital LP |
Executive Committee |
Patrick Townzen, Executive Committee |
DoubleLine Capital LP |
Executive Committee |
Name and Position with Gerber Kawasaki |
Name of Other Company |
Connection with Other Company |
Ross Gerber, President, Chief Executive Officer & Chief Investment Officer |
Cocoon Malibu LLC |
Managing Member |
Name and Position with Poseidon |
Name of Other Company |
Connection with Other Company |
Emily Paxhia, Managing Director |
Flowhub |
Director |
Ascend |
Director |
|
Headset |
Director |
|
Respira |
Director |
|
SPARC |
Director |
|
Grupo Landsteiner Scientific |
Director |
|
TriGrow |
Director |
|
Athlete’s for Care |
Director |
|
Morgan Paxhia, Managing Director |
Confident Cannabis |
Director |
Bastcore |
Director |
|
Wurk |
Director |
|
Sublime |
Director |
|
Tyler Greif, Managing Director |
Vicunita Minerals UK Limited |
Director |
FCLE Holdings, LLC |
Director |
|
Gold Key Holdings, LLC |
Manager and Director |
|
HomeBase, LLC |
Manager and Executive Chairman |
|
EdgeHill Venture Partners, LLC |
Chief Investment Officer |
Name and Position with Ranger |
Name of Other Company |
Connection with Other Company |
John Del Vecchio, Portfolio Manager |
Parabolix Research Incorporated |
President |
Index Deletion Strategies, LLC |
Managing Member |
|
17 Middle Pines, LLC |
Member |
|
Brad Lamensdorf, Portfolio Manager, Trading and Market Strategist |
BHL Advisors, LLC |
Managing Member & Portfolio Manager |
LMTR, LLC |
Principal |
|
Active Alts, Inc. |
CEO & Portfolio Manager |
Name and Position with ThinkBetter |
Name of Other Company |
Connection with Other Company |
Renaud (Ron) Piccinini, Member |
The Q Consulting Group, LLC |
President |
ThinkBetter Holdings, LLC |
Managing Member |
|
Peach Financial Consulting |
Owner / Chief Executive Officer |
|
Edward C. Bertelsen, Chief Executive Officer |
ThinkBetter Holdings, LLC |
Chief Executive Officer |
The Q Consulting Group, LLC |
Chief Executive Officer |
|
Teresa A. Koncick, Member |
ThinkBetter Holdings, LLC |
Member |
The Q Consulting Group, LLC |
General Counsel |
|
SunCoast Blood Centers Board |
Member |
|
Christian C. Bertelsen, Member |
ThinkBetter Holdings, LLC |
Member |
Item 32. |
Foreside Fund Services, LLC |
(a) |
Foreside Fund Services, LLC (the “Distributor”) serves as principal underwriter for the following investment companies registered under the Investment Company Act of 1940, as amended: |
1. | ABS Long/Short Strategies Fund |
2. | Absolute Shares Trust |
3. | AdvisorShares Trust |
4. | AFA Multi-Manager Credit Fund |
5. | AGF Investments Trust (f/k/a FQF Trust) |
6. | AIM ETF Products Trust |
7. | Alexis Practical Tactical ETF, Series of Listed Funds Trust |
8. | AlphaCentric Prime Meridian Income Fund |
9. | American Century ETF Trust |
10. | American Customer Satisfaction ETF, Series of ETF Series Solutions |
11. | Amplify ETF Trust |
12. | ARK ETF Trust |
13. | ASYMmetric ETFs Trust |
14. | Bluestone Community Development Fund (f/k/a The 504 Fund) |
15. | Braddock Multi-Strategy Income Fund, Series of Investment Managers Series Trust |
16. | Bridgeway Funds, Inc. |
17. | Brinker Capital Destinations Trust |
18. | Brookfield Real Assets Income Fund Inc. |
19. | Cabot Equity Growth ETF, Series of Listed Funds Trust |
20. | Calamos Convertible and High Income Fund |
21. | Calamos Convertible Opportunities and Income Fund |
22. | Calamos Dynamic Convertible and Income Fund |
23. | Calamos Global Dynamic Income Fund |
24. | Calamos Global Total Return Fund |
25. | Calamos Strategic Total Return Fund |
26. | Carlyle Tactical Private Credit Fund |
27. | Center Coast Brookfield MLP & Energy Infrastructure Fund |
28. | Changebridge Capital Long/Short ETF, Series of Listed Funds Trust |
29. | Changebridge Capital Sustainable Equity ETF, Series of Listed Funds Trust |
30. | Cliffwater Corporate Lending Fund |
31. | Cliffwater Enhanced Lending Fund |
32. | Cohen & Steers Infrastructure Fund, Inc. |
33. | CornerCap Group of Funds |
34. | CrossingBridge Pre-Merger SPAC ETF, Series of Trust for Professional Managers |
35. | Davis Fundamental ETF Trust |
36. | Defiance Hotel, Airline, and Cruise ETF, Series of ETF Series Solutions |
37. | Defiance Nasdaq Junior Biotechnology ETF, Series of ETF Series Solutions |
38. | Defiance Next Gen Altered Experience ETF, Series of ETF Series Solutions |
39. | Defiance Next Gen Big Data ETF, Series of ETF Series Solutions |
40. | Defiance Next Gen Connectivity ETF, Series of ETF Series Solutions |
41. | Defiance Next Gen H2 ETF, Series of ETF Series Solutions |
42. | Defiance Next Gen SPAC Derived ETF, Series of ETF Series Solutions |
43. | Defiance Quantum ETF, Series of ETF Series Solutions |
44. | Direxion Shares ETF Trust |
45. | DoubleLine Opportunistic Credit Fund |
46. | Eaton Vance NextShares Trust |
47. | Eaton Vance NextShares Trust II |
48. | EIP Investment Trust |
49. | Ellington Income Opportunities Fund |
50. | EntrepreneurShares Series Trust |
51. | Esoterica Thematic ETF Trust |
52. | ETF Opportunities Trust |
53. | Evanston Alternative Opportunities Fund |
54. | Exchange Listed Funds Trust (f/k/a Exchange Traded Concepts Trust II) |
55. | Fat Tail Risk ETF, Series of Collaborative Investment Series Trust |
56. | Fiera Capital Series Trust |
57. | FlexShares Trust |
58. | FOMO ETF, Series of Collaborative Investment Series Trust |
59. | Forum Funds |
60. | Forum Funds II |
61. | Friess Small Cap Growth Fund, Series of Managed Portfolio Series |
62. | Guinness Atkinson Funds |
63. | Harbor ETF Trust |
64. | Horizon Kinetics Inflation Beneficiaries ETF, Series of Listed Funds Trust |
65. | Infinity Core Alternative Fund |
66. | Infusive US Trust |
67. | Innovator ETFs Trust |
68. | Ironwood Institutional Multi-Strategy Fund LLC |
69. | Ironwood Multi-Strategy Fund LLC |
70. | John Hancock Exchange-Traded Fund Trust |
71. | Mairs & Power Funds Trust |
72. | Mairs & Power Minnesota Municipal Bond ETF, Series of Trust for Professional Managers |
73. | Manor Investment Funds |
74. | Moerus Worldwide Value Fund, Series of Northern Lights Fund Trust IV |
75. | Morgan Creek - Exos SPAC Originated ETF, Series of Listed Funds Trust |
76. | Morningstar Funds Trust |
77. | OSI ETF Trust |
78. | Overlay Shares Core Bond ETF, Series of Listed Funds Trust |
79. | Overlay Shares Foreign Equity ETF, Series of Listed Funds Trust |
80. | Overlay Shares Hedged Large Cap Equity ETF, Series of Listed Funds Trust |
81. | Overlay Shares Large Cap Equity ETF, Series of Listed Funds Trust |
82. | Overlay Shares Municipal Bond ETF, Series of Listed Funds Trust |
83. | Overlay Shares Short Term Bond ETF, Series of Listed Funds Trust |
84. | Overlay Shares Small Cap Equity ETF, Series of Listed Funds Trust |
85. | Pacific Global ETF Trust |
86. | Palmer Square Opportunistic Income Fund |
87. | Partners Group Private Income Opportunities, LLC |
88. | PENN Capital Funds Trust |
89. | Performance Trust Mutual Funds, Series of Trust for Professional Managers |
90. | Philotimo Focused Growth and Income Fund, Series of World Funds Trust |
91. | Plan Investment Fund, Inc. |
92. | PMC Funds, Series of Trust for Professional Managers |
93. | Point Bridge GOP Stock Tracker ETF, Series of ETF Series Solutions |
94. | Putnam ETF Trust |
95. | Quaker Investment Trust |
96. | Rareview Dynamic Fixed Income ETF, Series of Collaborative Investment Series Trust |
97. | Rareview Tax Advantaged Income ETF, Series of Collaborative Investment Series Trust |
98. | Renaissance Capital Greenwich Funds |
99. | Revere Sector Opportunity ETF, Series of Collaborative Investment Series Trust |
100. | Reverse Cap Weighted U.S. Large Cap ETF, Series of ETF Series Solutions |
101. | RMB Investors Trust (f/k/a Burnham Investors Trust) |
102. | Robinson Opportunistic Income Fund, Series of Investment Managers Series Trust |
103. | Robinson Tax Advantaged Income Fund, Series of Investment Managers Series Trust |
104. | Roundhill BITKRAFT Esports & Digital Entertainment ETF, Series of Listed Funds Trust |
105. | Roundhill MVP ETF, Series of Listed Funds Trust |
106. | Roundhill Sports Betting & iGaming ETF, Series of Listed Funds Trust |
107. | Roundhill Streaming Services & Technology ETF, Series of Listed Funds Trust |
108. | Salient MF Trust |
109. | Securian AM Balanced Stabilization Fund, Series of Investment Managers Series Trust |
110. | Securian AM Equity Stabilization Fund, Series of Investment Managers Series Trust |
111. | Securian AM Real Asset Income Fund, Series of Investment Managers Series Trust |
112. | SHP ETF Trust |
113. | Six Circles Trust |
114. | Sound Shore Fund, Inc. |
115. | Spear Alpha ETF, Series of Listed Funds Trust |
116. | Strategy Shares |
117. | Swan Hedged Equity US Large Cap ETF, Series of Listed Funds Trust |
118. | Syntax ETF Trust |
119. | The Active Dividend Stock ETF, Series of Collaborative Investment Series Trust |
120. | The Chartwell Funds |
121. | The Community Development Fund |
122. | The De-SPAC ETF, Series of Collaborative Investment Series Trust |
123. | The Private Shares Fund (f/k/a SharesPost 100 Fund) |
124. | The Relative Value Fund |
125. | The Short De-SPAC ETF, Series of Collaborative Investment Series Trust |
126. | The SPAC and New Issue ETF, Series of Collaborative Investment Series Trust |
127. | Third Avenue Trust |
128. | Third Avenue Variable Series Trust |
129. | Tidal ETF Trust |
130. | TIFF Investment Program |
131. | Timothy Plan High Dividend Stock Enhanced ETF, Series of The Timothy Plan |
132. | Timothy Plan High Dividend Stock ETF, Series of The Timothy Plan |
133. | Timothy Plan International ETF, Series of The Timothy Plan |
134. | Timothy Plan US Large/Mid Core Enhanced ETF, Series of The Timothy Plan |
135. | Timothy Plan US Large/Mid Cap Core ETF, Series of The Timothy Plan |
136. | Timothy Plan US Small Cap Core ETF, Series of The Timothy Plan |
137. | Transamerica ETF Trust |
138. | Trend Aggregation ESG ETF, Series of Collaborative Investment Series Trust |
139. | TrueShares AI & Deep Learning ETF, Series of Listed Funds Trust |
140. | TrueShares ESG Active Opportunities ETF, Series of Listed Funds Trust |
141. | TrueShares Low Volatility Equity Income ETF, Series of Listed Funds Trust |
142. | TrueShares Structured Outcome (April) ETF, Series of Listed Funds Trust |
143. | TrueShares Structured Outcome (August) ETF, Series of Listed Funds Trust |
144. | TrueShares Structured Outcome (December) ETF, Series of Listed Funds Trust |
145. | TrueShares Structured Outcome (February) ETF, Series of Listed Funds Trust |
146. | TrueShares Structured Outcome (January) ETF, Series of Listed Funds Trust |
147. | TrueShares Structured Outcome (July) ETF, Series of Listed Funds Trust |
148. | TrueShares Structured Outcome (June) ETF, Series of Listed Funds Trust |
149. | TrueShares Structured Outcome (March) ETF, Series of Listed Funds Trust |
150. | TrueShares Structured Outcome (May) ETF, Listed Funds Trust |
151. | TrueShares Structured Outcome (November) ETF, Series of Listed Funds Trust |
152. | TrueShares Structured Outcome (October) ETF, Series of Listed Funds Trust |
153. | TrueShares Structured Outcome (September) ETF, Series of Listed Funds Trust |
154. | U.S. Global Investors Funds |
155. | Variant Alternative Income Fund |
156. | VictoryShares Developed Enhanced Volatility Wtd ETF, Series of Victory Portfolios II |
157. | VictoryShares Dividend Accelerator ETF, Series of Victory Portfolios II |
158. | VictoryShares Emerging Market High Div Volatility Wtd ETF, Series of Victory Portfolios II |
159. | VictoryShares International High Div Volatility Wtd ETF, Series of Victory Portfolios II |
160. | VictoryShares International Volatility Wtd ETF, Series of Victory Portfolios II |
161. | VictoryShares NASDAQ Next 50 ETF, Series of Victory Portfolios II |
162. | VictoryShares Protect America ETF, Series of Victory Portfolios II |
163. | VictoryShares Top Veteran Employers ETF, Series of Victory Portfolios II |
164. | VictoryShares US 500 Enhanced Volatility Wtd ETF, Series of Victory Portfolios II |
165. | VictoryShares US 500 Volatility Wtd ETF, Series of Victory Portfolios II |
166. | VictoryShares US Discovery Enhanced Volatility Wtd ETF, Series of Victory Portfolios II |
167. | VictoryShares US EQ Income Enhanced Volatility Wtd ETF, Series of Victory Portfolios II |
168. | VictoryShares US Large Cap High Div Volatility Wtd ETF, Series of Victory Portfolios II |
169. | VictoryShares US Multi-Factor Minimum Volatility ETF, Series of Victory Portfolios II |
170. | VictoryShares US Small Cap High Div Volatility Wtd ETF, Series of Victory Portfolios II |
171. | VictoryShares US Small Cap Volatility Wtd ETF, Series of Victory Portfolios II |
172. | VictoryShares USAA Core Intermediate-Term Bond ETF, Series of Victory Portfolios II |
173. | VictoryShares USAA Core Short-Term Bond ETF, Series of Victory Portfolios II |
174. | VictoryShares USAA MSCI Emerging Markets Value Momentum ETF, Series of Victory Portfolios II |
175. | VictoryShares USAA MSCI International Value Momentum ETF, Series of Victory Portfolios II |
176. | VictoryShares USAA MSCI USA Small Cap Value Momentum ETF, Series of Victory Portfolios II |
177. | VictoryShares USAA MSCI USA Value Momentum ETF, Series of Victory Portfolios II |
178. | West Loop Realty Fund, Series of Investment Managers Series Trust (f/k/a Chilton Realty Income & Growth Fund) |
179. | WisdomTree Trust |
180. | WST Investment Trust |
181. | XAI Octagon Floating Rate & Alternative Income Term Trust |
Item 32(b) | The following are the Officers and Manager of the Distributor, the Registrant’s underwriter. The Distributor’s main business address is Three Canal Plaza, Suite 100, Portland, Maine 04101. |
Name |
Address |
Position with Underwriter |
Position with Registrant |
Richard J. Berthy |
Three Canal Plaza, Suite 100, Portland, ME 04101 |
President, Treasurer and Manager |
None |
Mark A. Fairbanks |
Three Canal Plaza, Suite 100, Portland, ME 04101 |
Vice President |
None |
Teresa Cowan |
111 E. Kilbourn Ave, Suite 2200, Milwaukee, WI 53202 |
Vice President |
None |
Jennifer K. DiValerio |
899 Cassatt Road, 400 Berwyn Park, Suite 110, Berwyn, PA 19312 |
Vice President |
None |
Nanette K. Chern |
Three Canal Plaza, Suite 100, Portland, ME 04101 |
Vice President and Chief Compliance Officer |
None |
Kelly Whetstone |
Three Canal Plaza, Suite 100, Portland, ME 04101 |
Secretary |
None |
Item 32(c) | Not applicable. |
Item 33 . |
Location of Accounts and Records |
(a) |
Registrant: |
c/o AdvisorShares Investments, LLC |
|
4800 Montgomery Lane, Suite 150 |
|
Bethesda, Maryland 20814 |
(b) |
Adviser: |
AdvisorShares Investments, LLC |
|
4800 Montgomery Lane, Suite 150 |
|
Bethesda, Maryland 20814 |
(c) |
Sub-Advisers: |
Alpha DNA Investment Management, LLC 8860 Columbia 100 Parkway, Suite 301 Columbia, Maryland 21045 |
|
ChangePath, LLC |
|
11460 Tomahawk Creek Parkway, Suite 200 |
|
Leawood, Kansas 66211 |
CSM Advisors, LLC |
|
420 Fort Duquesne Boulevard |
|
Pittsburgh, Pennsylvania 15222 |
|
Dorsey, Wright & Associates, LLC |
|
3300 W. Leigh Street |
|
Richmond, Virginia 23230 |
DoubleLine Equity LP |
|
505 North Brand Boulevard, Suite 860 | |
Glendale, California, 91203 | |
Gerber Kawasaki, Inc. |
|
2716 Ocean Park Boulevard |
|
Santa Monica, California 90405 |
|
Newfleet Asset Management, LLC |
|
One Financial Plaza |
|
Hartford, Connecticut 06103 |
|
Poseidon Investment Management, LLC |
|
330 Fell Street, Suite 200 |
|
San Francisco, California 94102 |
|
Ranger Alternative Management L.P. |
|
2828 N. Harwood Street, Suite 1900 |
|
Dallas, Texas 75201 |
|
ThinkBetter, LLC 1924 South Osprey Avenue, Suite 202 Sarasota, Florida 34239 |
|
(d) |
Principal Underwriter: |
Foreside Fund Services, LLC |
|
Three Canal Plaza, Suite 100 |
|
Portland, Maine 04101 |
(e) |
Custodian and Administrator: |
The Bank of New York Mellon |
|
240 Greenwich Street |
|
New York, New York 10286 |
Item 34 . |
Management Services |
Item 35 . |
Undertakings |
AdvisorShares Trust |
||
/s/ Noah Hamman |
||
Noah Hamman |
||
President |
Signature |
Title |
Date |
||
/s/ Noah Hamman |
Trustee and President |
November 10, 2021 |
||
Noah Hamman |
||||
* |
Trustee |
November 10, 2021 |
||
Elizabeth Piper/Bach |
||||
* |
Trustee |
November 10, 2021 |
||
William G. McVay |
||||
* |
Treasurer |
November 10, 2021 |
||
Dan Ahrens |
||||
/s/ Noah Hamman |
||||
* Noah Hamman, Power of Attorney |