Statements in this Semi-Annual Report that reflect projections or expectations of future financial or economic performance of the VectorShares Min Vol ETF (the
“ETF”) and of the market in general and statements of the ETF’s plans and objectives for future operations are forward-looking statements. No assurance can be given that actual results or events will not differ materially from those
projected, estimated, assumed or anticipated in any such forward-looking statements. Important factors that could result in such differences, in addition to the other factors noted with such forward-looking statements, include, without
limitation, general economic conditions such as inflation, recession and interest rates. Past performance is not a guarantee of future results.
An investor should consider the investment objectives, risks,
charges and expenses of the ETF carefully before investing. The prospectus contains this and other information about the ETF. A copy of the prospectus is available at https://etfpages.com/VSPY or by calling Shareholder Services at
800-773-3863. The prospectus should be read carefully before investing.
|
VectorShares Min Vol ETF
|
||||||||
Schedule of Investments
|
||||||||
(Unaudited)
|
||||||||
As of September 30, 2022
|
||||||||
Number of
Contracts
|
Exercise
Price
|
Expiration
Date
|
Notional
Value
|
Value
(Note 1)
|
||||
CALL OPTIONS PURCHASED - 5.52%
|
||||||||
S&P 500 Index Call Option
|
11
|
$ 370
|
11/30/2022
|
$ 392,898
|
$ 117,260
|
|||
S&P 500 Index Call Option
|
15
|
400
|
12/30/2022
|
535,770
|
59,550
|
|||
S&P 500 Index Call Option
|
65
|
435
|
12/30/2022
|
2,321,670
|
39,650
|
|||
S&P 500 Index Call Option
|
37
|
415
|
1/20/2023
|
1,321,566
|
99,530
|
|||
S&P 500 Index Call Option
|
29
|
400
|
3/17/2023
|
1,035,822
|
267,235
|
|||
S&P 500 Index Call Option
|
31
|
380
|
3/31/2023
|
1,107,258
|
556,915
|
|||
S&P 500 Index Call Option
|
13
|
430
|
4/21/2023
|
464,334
|
39,585
|
|||
S&P 500 Index Call Option
|
6
|
360
|
4/21/2023
|
214,308
|
185,146
|
|||
S&P 500 Index Call Option
|
25
|
370
|
4/21/2023
|
892,950
|
611,875
|
|||
S&P 500 Index Call Option
|
28
|
390
|
4/21/2023
|
1,000,104
|
426,300
|
|||
Total Call Options Purchased (Premiums Paid $5,213,062)
|
2,403,046
|
|||||||
PUT OPTIONS PURCHASED - 0.36%
|
||||||||
S&P 500 Index Put Option
|
2
|
435
|
10/21/2022
|
71,436
|
150,610
|
|||
S&P 500 Index Put Option
|
2
|
335
|
10/21/2022
|
71,436
|
5,890
|
|||
Total Put Options Purchased (Premiums Paid $147,854)
|
156,500
|
|||||||
EXCHANGE TRADED PRODUCTS - 90.27%
|
Shares
|
|||||||
Blackrock Ultrashort Term ETF
|
115,235
|
5,762,902
|
||||||
First Trust Enhanced Short Maturity ETF
|
106,563
|
6,321,317
|
||||||
First Trust Ultrashort ETF
|
89,096
|
1,765,883
|
||||||
Goldman Sachs Access Ultra ETF
|
55,952
|
2,780,814
|
||||||
Invesco Ultra Short Duration ETF
|
107,814
|
5,324,933
|
||||||
JP Morgan Ultra Muni ETF
|
116,674
|
5,868,702
|
||||||
JP Morgan Ultra Short Income ETF
|
126,741
|
6,357,329
|
||||||
PGIM Ultra Short Bond ETF
|
103,506
|
5,080,075
|
||||||
Total Exchange Traded Products (Cost $39,651,178)
|
39,261,955
|
|||||||
Investments, at Value (Cost $45,012,094) - 96.15%
|
$ 41,821,501
|
|||||||
Options Written (Premiums Recevied $93,944) - (0.24%)
|
(106,500)
|
|||||||
Other Assets Less Liabilities - 4.09%
|
1,779,067
|
|||||||
Net Assets - 100.00%
|
$ 43,494,068
|
|||||||
Summary of Investments
|
||||||||
by Sector
|
% of
|
|||||||
Net Assets
|
Value
|
|||||||
Call Options Purchased
|
5.52%
|
$ 2,403,046
|
||||||
Put Options Purchased
|
0.36%
|
156,500
|
||||||
Exchange-Traded Products
|
90.27%
|
39,261,955
|
||||||
Put Options Written
|
-0.24%
|
(106,500)
|
||||||
Other Assets Less Liabilities
|
4.09%
|
1,779,067
|
||||||
Total Net Assets
|
100.00%
|
$ 43,494,068
|
||||||
(Continued)
|
VectorShares Min Vol ETF
|
||||||||
Schedule of Options Written
|
||||||||
(Unaudited)
|
||||||||
As of September 30, 2022
|
||||||||
Number of Contracts
|
Exercise
Price
|
Expiration
Date
|
Notional
Value
|
Value
(Note 1)
|
||||
PUT OPTIONS Written - (0.24%)
|
||||||||
S&P 500 Index Put Option
|
4
|
$ 385
|
10/21/2022
|
142,872
|
$ 106,500
|
|||
Total Options Written (Premiums Received $93,944)
|
$ 106,500
|
|||||||
See Notes to Financial Statements
|
VectorShares Min Vol ETF
|
|||
Statement of Assets and Liabilities
|
|||
(Unaudited)
|
|||
As of September 30, 2022
|
434
|
||
Assets:
|
|||
Investments, at value
|
$ 41,821,501
|
||
Cash
|
1,135,798
|
||
Receivables:
|
|||
Investment sold
|
1,044,817
|
||
Dividends
|
60,978
|
||
Prepaid insurance expense
|
1,000
|
||
Total assets
|
44,064,094
|
||
Liabilities:
|
|||
Options written, at value (premiums received $93,944)
|
106,500
|
||
Payables:
|
|||
Investment purchased
|
402,503
|
||
Accrued expenses:
|
|||
Advisory fees
|
23,912
|
||
Operational expenses
|
16,698
|
||
Professional fees
|
16,096
|
||
Trustee fees and meeting expenses
|
3,710
|
||
Other expenses
|
607
|
||
Total liabilities
|
570,026
|
||
Total Net Assets
|
$ 43,494,068
|
||
Net Assets Consist of:
|
|||
Paid in capital
|
$ 48,490,477
|
||
Accumulated deficit
|
(4,996,409)
|
||
Total Net Assets
|
$ 43,494,068
|
||
Investments, at cost
|
$ 45,012,094
|
||
See Notes to Financial Statements
|
VectorShares Min Vol ETF
|
|||
Statement of Operations
|
|||
(Unaudited)
|
|||
For the fiscal period ended September 30, 2022
|
434
|
||
Investment Income:
|
|||
Dividends
|
$ 316,046
|
||
Total Investment Income
|
316,046
|
||
Expenses:
|
|||
Advisory fees (note 2)
|
204,258
|
||
Administration fees (note 2)
|
24,350
|
||
Transfer agent fees (note 2)
|
19,609
|
||
Professional fees
|
17,677
|
||
Fund accounting fees (note 2)
|
17,152
|
||
Compliance fees (note 2)
|
10,134
|
||
Custody fees (note 2)
|
8,782
|
||
Trustee fees and meeting expenses (note 3)
|
3,720
|
||
Other expenses (note 2)
|
2,231
|
||
Insurance fees
|
1,908
|
||
Registration and filing expenses
|
1,495
|
||
Shareholder fulfillment fees
|
1,280
|
||
Security pricing fees
|
1,280
|
||
Total Expenses
|
313,876
|
||
Fees waived by Advisor (note 2)
|
(64,546)
|
||
Net Expenses
|
249,330
|
||
Net Investment Income
|
66,716
|
||
Realized and Unrealized Gain (Loss) on Investments:
|
|||
Net realized gain (loss) from:
|
|||
Investment transactions
|
(1,474,673)
|
||
In-kind transactions
|
(6,419)
|
||
Net realized gain on options written
|
142,066
|
||
Total realized loss
|
(1,339,026)
|
||
Net change in unrealized appreciation (depreciation) on:
|
|||
Investments
|
(3,292,036)
|
||
Options written
|
(74,508)
|
||
Total net change in unrealized depreciation
|
(3,366,544)
|
||
Net Realized and Unrealized Loss on Investments
|
(4,705,570)
|
||
Net Decrease in Net Assets Resulting from Operations
|
(4,638,854)
|
||
See Notes to Financial Statements
|
VectorShares Min Vol ETF
|
||||||
Statements of Changes in Net Assets
|
||||||
434
|
||||||
Period Ended
September 30,
2022 (a)
|
July 19, 2021
(Commencement of
Operations) through
March 31, 2022
|
|||||
Operations:
|
||||||
Net investment income (loss)
|
$ 66,716
|
$ (125,556)
|
||||
Net realized loss from investment transactions
|
(1,474,673)
|
(827,891)
|
||||
Net realized loss from In-kind transactions
|
(6,419)
|
(8,616)
|
||||
Long-term capital gain distributions from underlying funds
|
-
|
2,114
|
||||
Net realized gain on options written
|
142,066
|
423,843
|
||||
Net change in unrealized appreciation (depreciation) on:
|
||||||
Investments
|
(3,292,036)
|
101,444
|
||||
Options written
|
(74,508)
|
61,952
|
||||
Net Decrease in Net Assets Resulting from Operations
|
(4,638,854)
|
(372,710)
|
||||
Capital Share Transactions:
|
||||||
Shares sold
|
3,545,902
|
50,855,842
|
||||
Shares repurchased
|
(2,312,772)
|
(3,583,340)
|
||||
Net Increase in Net Assets Resulting from
|
||||||
Capital Share Transactions
|
1,233,130
|
47,272,502
|
||||
Net Increase (Decrease) in Net Assets
|
$ (3,405,724)
|
$ 46,899,792
|
||||
Net Assets:
|
||||||
Beginning of Period
|
46,899,792
|
-
|
||||
End of Period
|
$ 43,494,068
|
$ 46,899,792
|
||||
Share Infomration:
|
||||||
Shares sold
|
380,000
|
5,080,000
|
||||
Shares repurchased
|
(240,000)
|
(360,000)
|
||||
Net Increase in Shares of Beneficial Interest
|
140,000
|
4,720,000
|
||||
(a)
|
Unaudited
|
|||||
See Notes to Financial Statements
|
VectorShares Min Vol ETF
|
|||||
Financial Highlights
|
|||||
For a share outstanding during the period ended
|
September 30, 2022
(f)
|
July 19, 2021
(Commencement of
Operations) through
March 31, 2022
|
|||
Net Asset Value, Beginning of Period
|
$ 9.94
|
$ 10.00
|
|||
Income (Loss) from Investment Operations:
|
|||||
Net investment income (loss) (d)
|
0.01
|
(0.05)
|
|||
Net realized and unrealized gain (loss)
|
|||||
on investments
|
(1.00)
|
(0.01)
|
|||
Total from Investment Operations
|
(0.99)
|
(0.06)
|
|||
Net Asset Value, End of Period
|
$ 8.95
|
$ 9.94
|
|||
Total Return (a)(b)
|
(8.05)%
|
(0.60)%
|
|||
Net Assets, End of Period (in thousands)
|
$ 43,494
|
$ 46,900
|
|||
Ratios of:
|
|||||
Gross Expenses to Average Net Assets (c)(d)(e)
|
0.70%
|
1.66%
|
|||
Net Expenses to Average Net Assets (c)(d)(e)
|
0.56%
|
1.10%
|
|||
Net Investment Income (Loss) to
|
|||||
Average Net Assets (c)(e)
|
0.15%
|
(0.66)%
|
|||
Portfolio turnover rate (a)
|
16.25%
|
0.00%
|
|||
(a)
|
Not annualized
|
||||
(b)
|
Includes adjustments in accordance with accounting principles generally accepted in the United States, and, consequently, the net asset values for financial reporting
purposes and the returns based upon those net asset values may differ from the net asset values and returns from shareholder transactions.
|
||||
(c)
|
Annualized
|
||||
(d)
|
The expense ratios listed reflect total expenses prior to any waivers (gross expense ratio) and after any waivers (net expense ratio).
|
||||
(e)
|
Recognition of the Fund's net investment income is affected by the timing of dividend declarations of underlying funds. The expenses of the underlying funds are excluded
from the Fund's expense ratio
|
||||
(f)
|
Unaudited.
|
||||
See Notes to Financial Statements
|
VectorShares Min Vol ETF |
Notes to Financial Statements
(Unaudited)
|
As of September 30, 2022 |
VectorShares Min Vol ETF |
Notes to Financial Statements
(Unaudited)
|
As of September 30, 2022 |
Investments in Securities (a)
|
Total
|
Level 1
|
Level 2
|
Level 3
|
||||
Assets
|
||||||||
Call Options Purchased
|
$
|
2,403,046
|
$
|
-
|
$
|
2,403,046
|
$
|
-
|
Put Options Purchased
|
156,500
|
-
|
156,500
|
-
|
||||
Exchange-Traded Products*
|
39,261,955
|
39,261,955
|
-
|
-
|
||||
Total Assets
|
$
|
41,821,501
|
$
|
39,261,955
|
$
|
2,559,546
|
$
|
-
|
Liabilities
|
||||||||
Put Options Written
|
$
|
106,500
|
$
|
-
|
$
|
106,500
|
$
|
-
|
Total Liabilities
|
$
|
106,500
|
$
|
-
|
$
|
106,500
|
$
|
-
|
VectorShares Min Vol ETF |
Notes to Financial Statements
(Unaudited)
|
As of September 30, 2022 |
2.
|
Transactions with Related Parties and Service Providers
|
Net Assets
|
Annual Fee
|
On the first $250 million
|
0.090%
|
On the next $250 million
|
0.080%
|
On the next $250 million
|
0.060%
|
On the next $250 million
|
0.050%
|
On all assets over $1 billion
|
0.040%
|
Base Fee
|
Asset-Based Fee
|
$2,416.67 per month minimum
|
1 basis point (0.01%) per year
|
VectorShares Min Vol ETF |
Notes to Financial Statements
(Unaudited)
|
As of September 30, 2022 |
3.
|
Trustees and Officers
|
4.
|
Purchases and Sales of Investment Securities
|
Purchases of Securities
|
Proceeds from Sales
|
||
$6,728,591
|
$ -
|
Cost from Purchases In-Kind
|
Proceeds from Redemptions In-Kind
|
$2,823,640
|
$ -
|
VectorShares Min Vol ETF |
Notes to Financial Statements
(Unaudited)
|
As of September 30, 2022 |
Cost of Investments
|
$ 44,918,150
|
|
Gross Unrealized Appreciation
|
$ 8,645
|
|
Gross Unrealized Depreciation
|
(3,211,794)
|
|
Net Unrealized Appreciation
|
$ (3,203,149)
|
|
VectorShares Min Vol ETF |
Notes to Financial Statements
(Unaudited)
|
As of September 30, 2022 |
VectorShares Min Vol ETF |
Notes to Financial Statements
(Unaudited)
|
As of September 30, 2022 |
o |
Not Individually Redeemable. Shares are not individually redeemable and may be redeemed by the ETF at NAV only in large blocks known as “Creation Units.” You may incur brokerage costs purchasing
enough Shares to constitute a Creation Unit.
|
o |
Trading Issues. An active trading market for the ETF's shares may not be developed or maintained. Trading in Shares on the Exchange may be halted due to market conditions or for reasons that, in the
view of the Exchange, make trading in Shares inadvisable, such as extraordinary market volatility. There can be no assurance that Shares will continue to meet the listing requirements of the Exchange. If the ETF's shares are traded
outside a collateralized settlement system, the number of financial institutions that can act as authorized participants that can post collateral on an agency basis is limited, which may limit the market for the ETF's shares.
|
o
|
Cash purchases. To the extent Creation Units are purchased by APs in cash instead of in-kind, the ETF will incur certain costs such as brokerage expenses
and taxable gains and losses. These costs could be imposed on the ETF and impact the ETF’s NAV if not fully offset by transaction fees paid by the APs.
|
o |
Market Price Variance Risk. The market prices of Shares will fluctuate in response to changes in NAV and supply and demand for Shares and will include a “bid-ask spread” charged by the exchange
specialists, market makers or other participants that trade the particular security. There may be times when the market price and the NAV vary significantly. This means that Shares may trade at a discount to NAV.
|
VectorShares Min Vol ETF |
Notes to Financial Statements
(Unaudited)
|
As of September 30, 2022 |
• |
In times of market stress, market makers may step away from their role market making in shares of ETFs and in executing trades, which can lead to differences
between the market value of ETF shares and the ETF's net asset value.
|
• |
To the extent Authorized Participants exit the business or are unable to process creations or redemptions and no other Authorized Participant can step in to do so,
there may be a significantly reduced trading market in the ETF's shares, which can lead to differences between the market value of ETF shares and the ETF's net asset value.
|
• |
The market price for the ETF's shares may deviate from the ETF's net asset value, particularly during times of market stress, with the result that investors may
pay significantly more or receive significantly less for ETF shares than the ETF's net asset value, which is reflected in the bid and ask price for ETF shares or in the closing price.
|
• |
When all or a portion of an ETFs underlying securities trade in a market that is closed when the market for the ETF's shares is open, there may be changes from the
last quote of the closed market and the quote from the ETF's domestic trading day, which could lead to differences between the market value of the ETF's shares and the ETF's net asset value.
|
• |
In stressed market conditions, the market for the ETF's shares may become less liquid in response to the deteriorating liquidity of the ETF's portfolio. This
adverse effect on the liquidity of the ETF's shares may, in turn, lead to differences between the market value of the ETF's shares and the ETF's net asset value.
|
VectorShares Min Vol ETF |
Additional Information
(Unaudited)
|
As of September 30, 2022 |
1.
|
Proxy Voting Policies and Voting Record
|
2.
|
Quarterly Portfolio Holdings
|
3.
|
Tax Information
|
4.
|
Schedule of Shareholder Expenses
|
VectorShares Min Vol ETF |
Additional Information
(Unaudited)
|
As of September 30, 2022 |
Beginning
Account Value
April 1, 2022
|
Ending
Account Value
September 30, 2022
|
Expenses Paid
During Period*
|
|
Actual
Hypothetical (5% annual return before expenses)
|
|||
$1,000.00
|
$ 919.50
|
$5.27
|
|
$1,000.00
|
$1,019.58
|
$5.54
|
5.
|
Approval of Investment Advisory Agreement
|
(i)
|
Nature, Extent, and Quality of Services. The Trustees considered the responsibilities of the Advisor under the Investment Advisory
Agreement. The Trustees reviewed the services to be provided by the Advisor to the ETF including, without limitation, the quality of its investment advisory services; assuring compliance with the investment objectives, policies and
limitations; and its coordination of services among the service providers. The Trustees evaluated: the Advisor’s staffing, personnel, and methods of operating; the education and experience of the Advisor’s personnel; the Advisor’s
compliance program; and the Advisor’s financial condition.
After reviewing the foregoing information and further information in the memorandum from the Advisor (e.g., descriptions of the Advisor’s business, compliance
program, and ADV), the Board concluded that the nature, extent, and quality of the services provided by the Advisor were satisfactory and adequate.
|
(ii)
|
Performance. The Trustees noted that, as the noted that, as the Fund had not yet launched and therefore had no performance to review, the Board would
review the performance of other accounts managed by the Advisor. It was noted that the ETF would be structured similarly to an existing private fund that has performed well compared to its benchmark for the one, five, and since
inception periods. The Board discussed projections and estimated size of the Fund over time. After further discussion, the Trustees considered the experience of the personnel of the Advisor and determined that the performance was
satisfactory.
|
(iii)
|
Fees and Expenses. The Trustees compared the advisory fee and expense ratio of the ETF to other comparable funds. The Board noted that the management fee
and expense ratios were lower than the category but higher than the peer group average. However, the management fee and expense ratios were within the range of fees charged in the peer group. Following this comparison, and upon further
consideration and discussion of the foregoing, the Board concluded that the fees to be paid to the Advisor were fair and reasonable in relation to the nature and quality of the services to be provided by the Advisor and that they
reflected charges that were within a range of what could have been negotiated at arm’s length.
|
(iv)
|
Profitability. The Board reviewed the Advisor’s profitability analysis in connection with its management of the ETF. The Trustees noted
that the Advisor anticipated negative profitability during the first twelve months of managing the ETF with an expected profit in the second twelve months of managing the ETF.
|
VectorShares Min Vol ETF |
Additional Information
(Unaudited)
|
As of September 30, 2022 |
(v)
|
Economies of Scale. The Trustees noted that the ETF would not immediately realize economies of scale upon launch. The Trustees then reviewed the ETF’s fee
arrangements for breakpoints or other provisions that would allow the ETF’s shareholders to benefit from economies of scale in the future as the ETF grows. The Trustees determined that the maximum management fee would remain the same
regardless of the ETF’s asset levels. It was pointed out that breakpoints in the advisory fee could be reconsidered in the future as the ETF grows.
|
For Shareholder Service Inquiries:
|
For Investment Advisor Inquiries:
|
Nottingham Shareholder Services |
VectorShares LLC
|
116 South Franklin Street |
707 N. Franklin Street
|
Post Office Box 69
Rocky Mount, North Carolina 27802-0069
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Suite 3
Tampa, Florida 33602
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Telephone:
800-773-3863
World Wide Web @:
ncfunds.com
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Telephone:
833-625-7421
World Wide Web @:
vectorshares.com
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ITEM 2. |
CODE OF ETHICS. |
ITEM 3. |
AUDIT COMMITTEE FINANCIAL EXPERT. |
ITEM 4. |
PRINCIPAL ACCOUNTANT FEES AND SERVICES. |
ITEM 5. |
AUDIT COMMITTEE OF LISTED REGISTRANTS. |
ITEM 6. |
SCHEDULE OF INVESTMENTS. |
ITEM 7.
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DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
ITEM 8. |
PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
ITEM 9.
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PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. |
ITEM 10. |
SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS. |
ITEM 11. |
CONTROLS AND PROCEDURES. |
(a) |
The President and Principal Executive Officer and the Treasurer and Principal Financial Officer have concluded that the registrant’s disclosure controls and procedures (as defined in
Rule 30a-3(c) under the Investment Company Act of 1940) are effective based on their evaluation of these disclosure controls and procedures required by Rule 30a-3(b) under the Investment Company Act of 1940 and Rules 13a-15(b) or 15d-15(b)
under the Exchange Act of 1934, as of a date within 90 days of the filing of this report.
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(b) |
There were no changes in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the
period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.
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ITEM 12. |
DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
ITEM 13. |
EXHIBITS. |
(a)(1) |
Not applicable.
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(a)(2) |
Certifications pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 are
filed herewith.
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(b) |
Certifications pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 and
Section 906 of the Sarbanes-Oxley Act of 2002 are filed herewith.
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Spinnaker ETF Series
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/s/ Katherine M. Honey
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Date: December 5, 2022
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Katherine M. Honey
President and Principal Executive Officer
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/s/ Katherine M. Honey
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Date: December 5, 2022
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Katherine M. Honey
President and Principal Executive Officer
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/s/ Ashley H. Lanham
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Date: December 1, 2022
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Ashley H. Lanham
Treasurer, Principal Accounting Officer, and Principal Financial Officer
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1. |
I have reviewed this report on Form N-CSR of the VectorShares Min Vol ETF, a series of the Spinnaker ETF Series;
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by this report;
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations,
changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
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4. |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company
Act of 1940) and internal controls over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of
the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5. |
The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the
equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control
over financial reporting.
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By:
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/s/ Katherine M. Honey
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Katherine M. Honey
President and Principal Executive Officer
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Date:
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December 5, 2022
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1. |
I have reviewed this report on Form N-CSR of the VectorShares Min Vol ETF, a series of the Spinnaker ETF Series;
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by this report;
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations,
changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
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4. |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company
Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of
the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5. |
The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the
equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control
over financial reporting.
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By:
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/s/ Ashley H. Lanham
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Ashley H. Lanham
Treasurer, Principal Accounting Officer, and Principal Financial Officer
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Date:
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December 1, 2022
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(1) |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Fund.
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By:
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/s/ Katherine M. Honey
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Katherine M. Honey
President and Principal Executive Officer
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Date:
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December 5, 2022
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(1) |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Fund.
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By:
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/s/ Ashley H. Lanham
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Ashley H. Lanham
Treasurer, Principal Accounting Officer, and Principal Financial Officer
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Date:
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December 1, 2022
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