ck0001683471-20210831
PROSPECTUS
Overlay Shares Large Cap Equity ETF
(OVL)
Overlay Shares Small Cap Equity ETF
(OVS)
Overlay Shares Foreign Equity ETF
(OVF)
Overlay Shares Hedged Large Cap Equity
ETF (OVLH)
Overlay Shares Core Bond ETF
(OVB)
Overlay Shares Short Term Bond ETF
(OVT)
Overlay Shares Municipal Bond ETF
(OVM)
Listed
on NYSE Arca, Inc.
December 31,
2021
The
U.S. Securities and Exchange Commission (the “SEC”) has not approved or
disapproved of these securities or passed upon the accuracy or adequacy of this
Prospectus. Any representation to the contrary is a criminal
offense.
TABLE
OF CONTENTS
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Overlay
Shares Hedged Large Cap Equity ETF |
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Overlay
Shares Short Term Bond ETF |
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Investments
by Registered Investment Companies |
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OVERLAY
SHARES
LARGE
CAP
EQUITY
ETF |
Investment Objective
The Overlay Shares Large Cap
Equity ETF (the “Fund” or “Large Cap ETF”) seeks total return.
Fees and Expenses of the Fund
This
table describes the fees and expenses that you may pay if you buy, hold, and
sell shares of the Fund (“Shares”). You
may pay other fees, such as brokerage commissions and other fees to financial
intermediaries, which are not reflected in the table and Example
below.
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Shareholder
Fees (fees
paid directly from your investment) |
None |
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 |
0.75% |
Distribution
and/or Service (12b-1) Fees |
0.00% |
Other
Expenses |
0.02% |
Acquired
Fund Fees and Expenses* |
0.03% |
Total
Annual Fund Operating Expenses |
0.80% |
*
Acquired Fund Fees and
Expenses (“AFFE”) are the indirect costs of investing in other investment
companies. Total Annual Fund Operating Expenses do not correlate to the expense
ratios in the Fund’s Financial Highlights because the Financial Highlights
include only the direct operating expenses incurred by the Fund and exclude
AFFE.
Example
This Example is
intended to help you compare the cost of investing in the Fund with the cost of
investing in other funds. The Example assumes that you invest $10,000 in the
Fund for the time periods indicated and then redeem all of your Shares at the
end of those periods. The Example also assumes that your investment has a 5%
return each year and that the Fund’s operating expenses remain the same. The
Example does not take into account brokerage commissions that you may pay on
your purchases and sales of Shares. Although your actual costs may be higher
or lower, based on these assumptions your costs would be:
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1
Year: |
$82 |
3
Years: |
$255 |
5
Years: |
$444 |
10
Years: |
$990 |
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 Shares are held in a taxable account.
These costs, which are not reflected in the Total Annual Fund Operating Expenses
or in the Example, affect the Fund’s performance. For the fiscal year ended
August 31, 2021, the Fund’s portfolio turnover rate was 6% of the average value of its
portfolio.
Principal Investment Strategies
The
Fund is an actively-managed exchange-traded fund (“ETF”) that seeks to achieve
its objective by (i) investing in one or more other ETFs that seek to obtain
exposure to the performance of U.S. large cap equity securities or directly in
the securities held by such ETFs (collectively, the “Underlying Investments”)
and (ii) selling and purchasing listed short-term put options to generate income
to the Fund (the “Overlay Strategy”).
The
Fund’s Overlay Strategy seeks to generate income for the Fund by utilizing a
“put spread” consisting of the sale of exchange-listed short-term put options
(“Short Puts”) with a notional value (strike price times the value of the
shares) up to 100% of the Fund’s net assets and the purchase of an identical
number of short-term put options (“Long Puts”) with a lower strike price. The
Fund seeks to generate income from the sale and purchase of put options with a
lower strike price to hedge against a decline in the options’ underlying asset,
the S&P 500 Index, which consists of approximately 500 leading U.S.-listed
companies representing approximately 80% of the U.S. equity market
capitalization.
A
put option gives the purchaser of the option, in exchange for the premium paid,
the right to sell the underlying asset at a specified price (“strike price”) at
a specified date (“expiration date”). In contrast, the seller of a put option,
in exchange for the premium received, is obligated to sell the underlying asset
at the strike price on the expiration date. In the event the underlying asset
declines in value, the value of a put option will generally increase. In the
event the underlying asset appreciates in value, the value of a put option will
generally decrease. The options sold by the Fund are expected to have an
expiration date within one to two weeks of their purchase date. The strike price
of the Short Puts will typically be less than the value of the S&P 500 Index
at the time such options are sold, and the strike price of the Long Puts will be
less than the strike price of the Short Puts. The difference between such strike
prices
is
based on Liquid Strategies, LLC’s (the “Adviser”) judgment as to the level of
expected volatility in the market prior to the options’ expiration. Because the
Long Puts will have a lower strike price than the Short Puts, the Long Puts are
not expected to completely protect the Fund from a decline in the value of the
S&P 500 Index.
The
Fund’s Overlay Strategy is designed to seek to generate a positive return in
rising and flat equity markets, and may generate a positive return in equity
markets that are modestly declining, assuming the net premium collected from the
options sold and purchased exceeds the net cost to close the positions. In an
effort to limit losses in declining equity markets, the Fund may reduce its sale
of Short Puts and/or purchase of Long Puts with strike prices closer to the
strike prices of the Short Puts.
The
Fund focuses primarily on equity index options which offer both European
settlement (i.e.,
options can only be exercised at their expiration date) and cash settlement
(i.e.,
options carry an obligation by their seller to pay the difference between their
strike price and their settlement value instead of allowing the seller to take
delivery of securities).
The
potential returns of the Fund are generally limited to the amount of cash
(premiums) the Fund receives when selling Short Puts, net of any cash (premiums)
paid by the Fund to purchase Long Puts, plus the returns of the Underlying
Investments in which the Fund invests. The Fund’s sale and purchase of put
options may result in the generation of positive returns for the Fund; however,
the loss potential if the strategy is not effective may be greater than the
profit potential. The
Fund may lose significantly more than the premiums it receives in highly
volatile market conditions.
The
Fund will segregate cash and/or other liquid assets in an amount equal to the
Fund’s obligations under each Short Put so that each option sold will be
secured, or “covered.” The Adviser intends to limit the use of leverage by
ensuring that the Fund’s potential obligations from the Short Puts will not
exceed the Fund’s total net assets.
The Adviser employs a disciplined portfolio
construction process that relies on guidelines to govern capital allocations
based on a quantitative methodology designed by the Adviser to measure the
perceived risk of the broad U.S. equity market. In making this determination,
the Adviser considers various factors including but not limited to the overall
volatility (rate of change) in the markets. The Adviser bases allocation
decisions on a combination of quantitative risk metrics and a qualitative
assessment of potential risk/reward scenarios, with the ultimate goals of
mitigating the effects of volatility in the Fund’s portfolio and maintaining
adequate portfolio diversification while seeking to achieve the Fund’s targeted
return. The Adviser evaluates the metrics associated with the valuation of
options, including volatility, time to expiration and the relationship of the
exercise price to the prevailing market price of the reference asset. There can
be no guarantee that the Adviser will be successful in implementing the Fund’s
strategy. During market conditions in which market volatility rises, the price
of options could rise, which, in turn, could have a detrimental effect on the
Fund’s performance and achieving its targeted return.
Principal Investment Risks
The
principal risks of investing in the Fund are summarized below. The
principal risks are presented in alphabetical order to facilitate finding
particular risks and comparing them with those of other funds. Each risk
summarized below is considered a “principal risk” of investing in the Fund,
regardless of the order in which it appears. As with any investment, there is a risk that you could
lose all or a portion of your investment in the Fund. Some or
all of these risks may adversely affect the Fund’s net asset value (“NAV”),
trading price, yield, total return and/or ability to meet its
objective. The following risks could affect the value of your investment in
the Fund:
•Derivatives
Securities Risk.
The Fund invests in options that derive their performance from the performance
of the S&P 500 Index. Derivatives, such as the options in which the Fund
invests, can be volatile and involve various types and degrees of risks,
depending upon the characteristics of a particular derivative. Derivatives may
entail investment exposures that are greater than their cost would suggest,
meaning that a small investment in a derivative could have a substantial impact
on the performance of the Fund. The Fund could experience a loss if its
derivatives do not perform as anticipated, or are not correlated with the
performance of their underlying asset or if the Fund is unable to purchase or
liquidate a position because of an illiquid secondary market. The market for
many derivatives is, or suddenly can become, illiquid. Changes in liquidity may
result in significant, rapid, and unpredictable changes in the prices for
derivatives.
•Equity
Market Risk. The
trading prices of equity securities and other instruments fluctuate in response
to a variety of factors. The Fund’s NAV and market price may fluctuate
significantly in response to these and other factors. As a result, an investor
could lose money over short or long periods of time.
•ETF
Risks.
The Fund is an ETF and invests in other ETFs, and, as a result of this
structure, is exposed directly or indirectly to the following
risks:
◦Authorized
Participants, Market Makers, and Liquidity Providers Concentration
Risk. The
Fund has a limited number of financial institutions that may act as Authorized
Participants (“APs”). In addition, there may be a limited number of market
makers and/or liquidity providers in the marketplace. To the extent either of
the following events occur, Shares may trade at a material discount to NAV and
possibly face delisting: (i) APs exit the business or otherwise become
unable to process creation and/or redemption orders and no other APs step
forward to perform these services, or (ii) market makers and/or
liquidity
providers exit the business or significantly reduce their business activities
and no other entities step forward to perform their functions.
◦Cash
Redemption Risk.
The Fund’s investment strategy may require it to redeem Shares for cash or to
otherwise include cash as part of its redemption proceeds. For example, the Fund
may not be able to redeem in-kind certain securities held by the Fund
(e.g.,
short positions and derivative instruments). In such a case, the Fund may be
required to sell or unwind portfolio investments to obtain the cash needed to
distribute redemption proceeds. This may cause the Fund to recognize a capital
gain that it might not have recognized if it had made a redemption in-kind. As a
result, the Fund may pay out higher annual capital gain distributions than if
the in-kind redemption process was used.
◦Costs
of Buying or Selling Shares.
Due to the costs of buying or selling Shares, including brokerage commissions
imposed by brokers and bid/ask spreads, frequent trading of Shares may
significantly reduce investment results and an investment in Shares may not be
advisable for investors who anticipate regularly making small investments.
◦Shares
May Trade at Prices Other Than NAV. As
with all ETFs, Shares may be bought and sold in the secondary market at market
prices. Although it is expected that the market price of Shares will approximate
the Fund’s NAV, there may be times when the market price of Shares is more than
the NAV intra-day (premium) or less than the NAV intra-day (discount) due to
supply and demand of Shares or during periods of market volatility. This risk is
heightened in times of market volatility, periods of steep market declines, and
periods when there is limited trading activity for Shares in the secondary
market, in which case such premiums or discounts may be significant.
◦Trading. Although
Shares are listed for trading on the NYSE Arca, Inc. (the “Exchange”) and may be
traded on U.S. exchanges other than the Exchange, there can be no assurance that
Shares will trade with any volume, or at all, on any stock exchange. In stressed
market conditions, the liquidity of Shares may begin to mirror the liquidity of
the Fund’s underlying portfolio holdings, which can be significantly less liquid
than Shares.
•Implied
Volatility Risk. When
the Fund sells an option, it gains the amount of the premium it receives, but
also incurs a liability representing the value of the option it has sold until
the option is either exercised and finishes “in the money,” meaning it has value
and can be sold, or the option expires worthless, or the expiration of the
option is “rolled,” or extended forward. The value of the options in which the
Fund invests is based partly on the volatility used by market participants to
price such options (i.e.,
implied volatility). Accordingly, increases in the implied volatility of such
options will cause the value of such options to increase (even if the prices of
the options’ underlying stocks do not change), which will result in a
corresponding increase in the liabilities of the Fund under such options and
thus decrease the Fund’s NAV.
•Limited
Operating History. The
Fund is a recently organized investment company with a limited operating
history. As a result, prospective investors have a limited track record or
history on which to base their investment decision.
•Market
Capitalization Risk.
◦Large-Capitalization
Investing.
The securities of large-capitalization companies may be relatively mature
compared to smaller companies and therefore subject to slower growth during
times of economic expansion. Large-capitalization companies may also be unable
to respond quickly to new competitive challenges, such as changes in technology
and consumer tastes.
•Market
Risk. The
trading prices of securities and other instruments fluctuate in response to a
variety of factors. These factors include events impacting the entire market or
specific market segments, such as political, market and economic developments,
as well as events that impact specific issuers. The Fund’s NAV and market price,
like security and commodity prices generally, may fluctuate significantly in
response to these and other factors. As a result, an investor could lose money
over short or long periods of time. U.S. and international markets have
experienced significant periods of volatility in recent years due to a number of
these factors, including the impact of the COVID-19 pandemic and related public
health issues, growth concerns in the U.S. and overseas, uncertainties regarding
interest rates, trade tensions and the threat of tariffs imposed by the U.S. and
other countries. These developments as well as other events could result in
further market volatility and negatively affect financial asset prices, the
liquidity of certain securities and the normal operations of securities
exchanges and other markets. It is unknown how long circumstances related to the
pandemic will persist, whether they will reoccur in the future, whether efforts
to support the economy and financial markets will be successful, and what
additional implications may follow from the pandemic. The impact of these events
and other epidemics or pandemics in the future could adversely affect Fund
performance.
•Options
Risk.
Selling (writing) and buying options are speculative activities and entail
greater than ordinary investment risks. The Fund’s use of put options can lead
to losses because of adverse movements in the price or value of the underlying
asset, which may be magnified by certain features of the options. When selling a
put option, the Fund will receive a premium; however, this premium may not be
enough to offset a loss incurred by the Fund if the price of the underlying
asset is below the strike price by an amount equal to or greater than the
premium. Purchasing of put options involves the payment of premiums, which may
adversely affect the Fund’s performance. Purchasing a put option gives the
purchaser of the option the right to sell a specified
quantity
of an underlying asset at a fixed exercise price over a defined period of time.
Purchased put options may expire worthless resulting in the Fund’s loss of the
premium it paid for the option.
The
value of an option may be adversely affected if the market for the option
becomes less liquid or smaller, and will be affected by changes in the value or
yield of the option’s underlying asset, an increase in interest rates, a change
in the actual or perceived volatility of the stock market or the underlying
asset and the remaining time to expiration. Additionally, the value of an option
does not increase or decrease at the same rate as the underlying asset. The
Fund’s use of options may reduce the Fund’s ability to profit from increases in
the value of the underlying asset. If the price of the underlying asset of an
option is above the strike price of a written put option, the value of the
option, and consequently of the Fund, may decline significantly more than if the
Fund invested directly in the underlying asset instead of using options. While
the Fund will segregate liquid assets at least equal in value to the maximum
potential loss for the Fund, the Fund could still lose a significant amount or
nearly all of its value if the price of an underlying asset changes
significantly enough.
•Tax
Risk.
If positions held by the Fund were treated
as “straddles” for federal income tax purposes, or the Fund’s risk of loss with
respect to a position was otherwise diminished as set forth in Treasury
regulations, dividends on stocks that are a part of such positions would not
constitute qualified dividend income subject to such favorable income tax
treatment in the hands of non-corporate shareholders or eligible for the
dividends received deduction for corporate shareholders. In addition, generally,
straddles are subject to certain rules that may affect the amount, character and
timing of the Fund’s gains and losses with respect to straddle
positions.
Performance
The following
performance information indicates some of the risks of investing in the
Fund. The bar chart shows the Fund’s performance for the
calendar year ended December 31. The table illustrates how the Fund’s average
annual returns for the 1-year and since inception periods compared with those of
a broad measure of market performance. The Fund’s past performance,
before and after taxes, does not necessarily indicate how it will perform in the
future. Updated performance information is also available on the
Fund’s website at www.overlayshares.com
or by calling the Fund at 1-866-704-6857.
Calendar Year Total
Return
The calendar year-to-date total return of the
Fund as of September 30, 2021 was
17.91%. During the period of time shown in the bar
chart, the highest quarterly return
was 22.04% for the quarter ended June 30, 2020, and the
lowest quarterly return was
-21.35% for the quarter ended March 31,
2020.
Average
Annual Total Returns
(for
periods ended December 31, 2020)
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Overlay
Shares Large Cap Equity ETF |
1-Year |
Since
Inception
(9/30/2019) |
Return Before
Taxes |
19.65% |
24.67% |
Return After Taxes on
Distributions |
18.84% |
23.87% |
Return After Taxes on Distributions and
Sale of Shares |
12.02% |
18.78% |
S&P
500 TR Index
(reflects no deduction for
fees, expenses, or taxes) |
18.40% |
22.66% |
After-tax returns are
calculated using the historical highest individual federal marginal income tax
rates during the period covered by the table above and do not reflect the impact
of state and local taxes. Actual after-tax returns depend on an
investor’s tax situation and may differ from those shown. After-tax returns shown are
not relevant to investors who hold their shares through tax-deferred
arrangements such as an individual retirement account (“IRA”) or other
tax-advantaged accounts.
Portfolio
Management
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Adviser |
Liquid
Strategies, LLC |
Portfolio
Managers |
Bradley
Ball, Adam Stewart, CFA, Shawn Gibson and Justin Boller, CFA, have been
portfolio managers of the Fund since its inception in
2019. |
Purchase
and Sale of Shares
The
Fund issues and redeems Shares at NAV only in large blocks known as “Creation
Units,” which only APs (typically, broker-dealers) may purchase or redeem. The
Fund generally issues and redeems Creation Units in exchange for a portfolio of
securities (the “Deposit Securities”) and/or a designated amount of U.S.
cash.
Shares
are listed on the Exchange, and individual Shares may only be bought and sold in
the secondary market through a broker or dealer at market prices, rather than
NAV. Because Shares trade at market prices rather than NAV, Shares may trade at
a price greater than NAV (premium) or less than NAV (discount).
An
investor may incur costs attributable to the difference between the highest
price a buyer is willing to pay to purchase Shares (the “bid” price) and the
lowest price a seller is willing to accept for Shares (the “ask” price) when
buying or selling Shares in the secondary market. The difference in the bid and
ask prices is referred to as the “bid-ask spread.”
Recent
information regarding the Fund’s NAV, market price, how often Shares traded on
the Exchange at a premium or discount, and bid-ask spreads can be found on the
Fund’s website at www.overlayshares.com.
Tax
Information
Fund
distributions are generally taxable as ordinary income, qualified dividend
income, or capital gains (or a combination), unless your investment is in an IRA
or other tax-advantaged account. Distributions on investments made through
tax-deferred arrangements may be taxed later upon withdrawal of assets from
those accounts.
Financial
Intermediary Compensation
If
you purchase Shares through a broker-dealer or other financial intermediary
(such as a bank) (an “Intermediary”), the Adviser or its affiliates may pay
Intermediaries for certain activities related to the Fund, including
participation in activities that are designed to make Intermediaries more
knowledgeable about exchange-traded products, including the Fund, or for other
activities, such as marketing, educational training or other initiatives related
to the sale or promotion of Shares. These payments may create a conflict of
interest by influencing the Intermediary and your salesperson to recommend the
Fund over another investment. Any such arrangements do not result in increased
Fund expenses. Ask your salesperson or visit the Intermediary’s website for more
information.
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OVERLAY
SHARES SMALL CAP EQUITY ETF |
Investment Objective
The Overlay Shares Small Cap
Equity ETF (the “Fund” or “Small Cap ETF”) seeks total return.
Fees and Expenses of the Fund
This
table describes the fees and expenses that you may pay if you buy, hold, and
sell shares of the Fund (“Shares”). You
may pay other fees, such as brokerage commissions and other fees to financial
intermediaries, which are not reflected in the table and Example
below.
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Shareholder
Fees (fees
paid directly from your investment) |
None |
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 |
0.75% |
Distribution
and/or Service (12b-1) Fees |
0.00% |
Other
Expenses |
0.02% |
Acquired
Fund Fees and Expenses* |
0.06% |
Total
Annual Fund Operating Expenses |
0.83% |
* Acquired Fund Fees
and Expenses (“AFFE”) are the indirect costs of investing in other investment
companies. Total Annual Fund Operating Expenses do not correlate to the expense
ratios in the Fund’s Financial Highlights because the Financial Highlights
include only the direct operating expenses incurred by the Fund and exclude
AFFE.
Example
This Example is
intended to help you compare the cost of investing in the Fund with the cost of
investing in other funds. The Example assumes that you invest $10,000 in the
Fund for the time periods indicated and then redeem all of your Shares at the
end of those periods. The Example also assumes that your investment has a 5%
return each year and that the Fund’s operating expenses remain the same. The
Example does not take into account brokerage commissions that you may pay on
your purchases and sales of Shares. Although your actual costs may be higher
or lower, based on these assumptions your costs would be:
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1
Year: |
$85 |
3
Years: |
$265 |
5
Years: |
$460 |
10
Years: |
$1,025 |
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 Shares are held in a taxable account.
These costs, which are not reflected in the Total Annual Fund Operating Expenses
or in the Example, affect the Fund’s performance. For the fiscal year ended
August 31, 2021, the Fund’s portfolio turnover rate was 6% of the average value of its
portfolio.
Principal Investment Strategies
The
Fund is an actively-managed exchange-traded fund (“ETF”) that seeks to achieve
its objective by (i) investing in one or more other ETFs that seek to obtain
exposure to the performance of U.S. small cap equity securities or directly in
the securities held by such ETFs (collectively, the “Underlying Investments”)
and (ii) selling and purchasing listed short-term put options to generate income
to the Fund (the “Overlay Strategy”).
The
Overlay Strategy seeks to generate income for the Fund by utilizing a “put
spread” consisting of the sale of exchange-listed short-term put options (“Short
Puts”) with a notional value (strike price times the value of the shares) up to
100% of the Fund’s net assets and the purchase of an identical number of
short-term put options (“Long Puts”) with a lower strike price. The Fund seeks
to generate income from the sale and purchase of put options with a lower strike
price to hedge against a decline in the options’ underlying asset, the S&P
500 Index, which consists of approximately 500 leading U.S.-listed companies
representing approximately 80% of the U.S. equity market capitalization.
A
put option gives the purchaser of the option, in exchange for the premium paid,
the right to sell the underlying asset at a specified price (“strike price”) at
a specified date (“expiration date”). In contrast, the seller of a put option,
in exchange for the premium received, is obligated to sell the underlying asset
at the strike price on the expiration date. In the event the underlying asset
declines in value, the value of a put option will generally increase. In the
event the underlying asset appreciates in value, the value of a put option will
generally decrease. The options sold by the Fund are expected to have an
expiration date within one to two weeks of their purchase date. The strike price
of the Short Puts will typically be less than the value of the S&P 500
Index at the time such options are sold, and the strike price of the Long Puts
will be less than the strike price of the Short Puts. The difference between
such strike prices
is
based on Liquid Strategies, LLC’s (the “Adviser”) judgment as to the level of
expected volatility in the market prior to the options’ expiration. Because the
Long Puts will have a lower strike price than the Short Puts, the Long Puts are
not expected to completely protect the Fund from a decline in the S&P 500
Index.
The
Fund’s Overlay Strategy is designed to seek to generate a positive return in
rising and flat equity markets, and may generate a positive return in equity
markets that are modestly declining, assuming the net premium collected from the
options sold and purchased exceeds the net cost to close the option positions.
In an effort to limit losses in declining equity markets, the Fund may reduce
its sale of Short Puts and/or purchase of Long Puts with strike prices closer to
the strike prices of the Short Puts.
The
Fund focuses primarily on equity index options which offer both European
settlement (i.e.,
options can only be exercised at their expiration date) and cash settlement
(i.e.,
options carry an obligation by their seller to pay the difference between their
strike price and their settlement value instead of allowing the seller to take
delivery of securities).
The
potential returns of the Fund are generally limited to the amount of cash
(premiums) the Fund receives when selling Short Puts, net of any cash (premiums)
paid by the Fund to purchase Long Puts, plus the returns of the Underlying
Investments in which the Fund invests. The Fund’s sale and purchase of put
options may result in the generation of positive returns for the Fund; however,
the loss potential if the strategy is not effective may be greater than the
profit potential. The
Fund may lose significantly more than the premiums it receives in highly
volatile market conditions.
The
Fund will segregate cash and/or other liquid assets in an amount equal to the
Fund’s obligations under each Short Put so that each option sold will be
secured, or “covered.” The Adviser intends to limit the use of leverage by
ensuring that the Fund’s potential obligations from the Short Puts will not
exceed the Fund’s total net assets.
The Adviser employs a disciplined portfolio
construction process that relies on guidelines to govern capital allocations
based on a quantitative methodology designed by the Adviser to measure the
perceived risk of the broad U.S. equity market. In making this determination,
the Adviser considers various factors including but not limited to the overall
volatility (rate of change) in the markets. The Adviser bases allocation
decisions on a combination of quantitative risk metrics and a qualitative
assessment of potential risk/reward scenarios, with the ultimate goals of
mitigating the effects of volatility in the Fund’s portfolio and maintaining
adequate portfolio diversification while seeking to achieve the Fund’s targeted
return. The Adviser evaluates the metrics associated with the valuation of
options, including volatility, time to expiration and the relationship of the
exercise price to the prevailing market price of the underlying instrument.
There can be no guarantee that the Adviser will be successful in implementing
the Fund’s strategy. During market conditions in which market volatility rises,
the price of options could rise, which, in turn, could have a detrimental effect
on the Fund’s performance and achieving its targeted return.
Principal Investment Risks
The
principal risks of investing in the Fund are summarized below. The
principal risks are presented in alphabetical order to facilitate finding
particular risks and comparing them with those of other funds. Each risk
summarized below is considered a “principal risk” of investing in the Fund,
regardless of the order in which it appears. As with any investment, there is a risk that you could
lose all or a portion of your investment in the Fund. Some or
all of these risks may adversely affect the Fund’s net asset value (“NAV”),
trading price, yield, total return and/or ability to meet its
objective. The following risks could affect the value of your investment in
the Fund:
•Derivatives
Securities Risk.
The Fund invests in options that derive their performance from the performance
of the S&P 500 Index. Derivatives, such as the options in which the Fund
invests, can be volatile and involve various types and degrees of risks,
depending upon the characteristics of a particular derivative. Derivatives may
entail investment exposures that are greater than their cost would suggest,
meaning that a small investment in a derivative could have a substantial impact
on the performance of the Fund. The Fund could experience a loss if its
derivatives do not perform as anticipated, or are not correlated with the
performance of their underlying asset or if the Fund is unable to purchase or
liquidate a position because of an illiquid secondary market. The market for
many derivatives is, or suddenly can become, illiquid. Changes in liquidity may
result in significant, rapid, and unpredictable changes in the prices for
derivatives.
•Equity
Market Risk. The
trading prices of equity securities and other instruments fluctuate in response
to a variety of factors. The Fund’s NAV and market price may fluctuate
significantly in response to these and other factors. As a result, an investor
could lose money over short or long periods of time.
•ETF
Risks.
The Fund is an ETF and invests in other ETFs, and, as a result of this
structure, is exposed directly or indirectly to the following
risks:
◦Authorized
Participants, Market Makers, and Liquidity Providers Concentration
Risk. The
Fund has a limited number of financial institutions that may act as Authorized
Participants (“APs”). In addition, there may be a limited number of market
makers and/or liquidity providers in the marketplace. To the extent either of
the following events occur, Shares may trade at a material discount to NAV and
possibly face delisting: (i) APs exit the business or otherwise become
unable to process creation and/or redemption orders and no other APs step
forward to perform these services, or (ii) market makers and/or
liquidity
providers exit the business or significantly reduce their business activities
and no other entities step forward to perform their functions.
◦Cash
Redemption Risk.
The Fund’s investment strategy may require it to redeem Shares for cash or to
otherwise include cash as part of its redemption proceeds. For example, the Fund
may not be able to redeem in-kind certain securities held by the Fund
(e.g.,
short positions and derivative instruments). In such a case, the Fund may be
required to sell or unwind portfolio investments to obtain the cash needed to
distribute redemption proceeds. This may cause the Fund to recognize a capital
gain that it might not have recognized if it had made a redemption in-kind. As a
result, the Fund may pay out higher annual capital gain distributions than if
the in-kind redemption process was used.
◦Costs
of Buying or Selling Shares.
Due to the costs of buying or selling Shares, including brokerage commissions
imposed by brokers and bid/ask spreads, frequent trading of Shares may
significantly reduce investment results and an investment in Shares may not be
advisable for investors who anticipate regularly making small investments.
◦Shares
May Trade at Prices Other Than NAV. As
with all ETFs, Shares may be bought and sold in the secondary market at market
prices. Although it is expected that the market price of Shares will approximate
the Fund’s NAV, there may be times when the market price of Shares is more than
the NAV intra-day (premium) or less than the NAV intra-day (discount) due to
supply and demand of Shares or during periods of market volatility. This risk is
heightened in times of market volatility, periods of steep market declines, and
periods when there is limited trading activity for Shares in the secondary
market, in which case such premiums or discounts may be significant.
◦Trading. Although
Shares are listed for trading on the NYSE Arca, Inc. (the “Exchange”) and may be
traded on U.S. exchanges other than the Exchange, there can be no assurance that
Shares will trade with any volume, or at all, on any stock exchange. In stressed
market conditions, the liquidity of Shares may begin to mirror the liquidity of
the Fund’s underlying portfolio holdings, which can be significantly less liquid
than Shares.
•Implied
Volatility Risk. When
the Fund sells an option, it gains the amount of the premium it receives, but
also incurs a liability representing the value of the option it has sold until
the option is either exercised and finishes “in the money,” meaning it has value
and can be sold, or the option expires worthless, or the expiration of the
option is “rolled,” or extended forward. The value of the options in which the
Fund invests is based partly on the volatility used by market participants to
price such options (i.e.,
implied volatility). Accordingly, increases in the implied volatility of such
options will cause the value of such options to increase (even if the prices of
the options’ underlying stocks do not change), which will result in a
corresponding increase in the liabilities of the Fund under such options and
thus decrease the Fund’s NAV.
•Limited
Operating History. The
Fund is a recently organized investment company with a limited operating
history. As a result, prospective investors have a limited track record or
history on which to base their investment decision.
•Market
Capitalization Risk.
◦Small-Capitalization
Investing.
The securities of small-capitalization companies may be more vulnerable to
adverse issuer, market, political, or economic developments than securities of
large- or mid-capitalization companies. The securities of small-capitalization
companies generally trade in lower volumes and are subject to greater and more
unpredictable price changes than large- or mid-capitalization stocks or the
stock market as a whole. There is typically less publicly available information
concerning smaller-capitalization companies than for larger, more established
companies.
•Market
Risk. The
trading prices of securities and other instruments fluctuate in response to a
variety of factors. These factors include events impacting the entire market or
specific market segments, such as political, market and economic developments,
as well as events that impact specific issuers. The Fund’s NAV and market price,
like security and commodity prices generally, may fluctuate significantly in
response to these and other factors. As a result, an investor could lose money
over short or long periods of time. U.S. and international markets have
experienced significant periods of volatility in recent years due to a number of
these factors, including the impact of the COVID-19 pandemic and related public
health issues, growth concerns in the U.S. and overseas, uncertainties regarding
interest rates, trade tensions and the threat of tariffs imposed by the U.S. and
other countries. These developments as well as other events could result in
further market volatility and negatively affect financial asset prices, the
liquidity of certain securities and the normal operations of securities
exchanges and other markets. It is unknown how long circumstances related to the
pandemic will persist, whether they will reoccur in the future, whether efforts
to support the economy and financial markets will be successful, and what
additional implications may follow from the pandemic. The impact of these events
and other epidemics or pandemics in the future could adversely affect Fund
performance.
•Options
Risk.
Selling (writing) and buying options are speculative activities and entail
greater than ordinary investment risks. The Fund’s use of put options can lead
to losses because of adverse movements in the price or value of the underlying
asset, which may be magnified by certain features of the options. When selling a
put option, the Fund will receive a premium; however, this premium may not be
enough to offset a loss incurred by the Fund if the price of the underlying
asset is below the strike price by an amount equal to or greater than the
premium. Purchasing of put options involves the payment of premiums, which may
adversely
affect the Fund’s performance. Purchasing a put option gives the purchaser of
the option the right to sell a specified quantity of an underlying asset at a
fixed exercise price over a defined period of time. Purchased put options may
expire worthless resulting in the Fund’s loss of the premium it paid for the
option.
The
value of an option may be adversely affected if the market for the option
becomes less liquid or smaller, and will be affected by changes in the value or
yield of the option’s underlying asset, an increase in interest rates, a change
in the actual or perceived volatility of the stock market or the underlying
asset and the remaining time to expiration. Additionally, the value of an option
does not increase or decrease at the same rate as the underlying asset. The
Fund’s use of options may reduce the Fund’s ability to profit from increases in
the value of the underlying asset. If the price of the underlying asset of an
option is above the strike price of a written put option, the value of the
option, and consequently of the Fund, may decline significantly more than if the
Fund invested directly in the underlying asset instead of using options. While
the Fund will segregate liquid assets at least equal in value to the maximum
potential loss for the Fund, the Fund could still lose a significant amount or
nearly all of its value if the price of an underlying asset changes
significantly enough.
•Tax
Risk.
If positions held by the Fund were treated
as “straddles” for federal income tax purposes, or the Fund’s risk of loss with
respect to a position was otherwise diminished as set forth in Treasury
regulations, dividends on stocks that are a part of such positions would not
constitute qualified dividend income subject to such favorable income tax
treatment in the hands of non-corporate shareholders or eligible for the
dividends received deduction for corporate shareholders. In addition, generally,
straddles are subject to certain rules that may affect the amount, character and
timing of the Fund’s gains and losses with respect to straddle
positions.
Performance
The following
performance information indicates some of the risks of investing in the
Fund. The bar chart shows the Fund’s performance for the
calendar year ended December 31. The table illustrates how the Fund’s average
annual returns for the 1-year and since inception periods compared with those of
a broad measure of market performance. The Fund’s past performance,
before and after taxes, does not necessarily indicate how it will perform in the
future. Updated performance information is also available on the
Fund’s website at www.overlayshares.com
or by calling the Fund at 1-866-704-6857.
Calendar Year Total
Return
The calendar year-to-date total return of the
Fund as of September 30, 2021 was
22.01%. During the period of time shown in the bar
chart, the highest quarterly return
was 31.99% for the quarter ended December 31, 2020, and
the lowest quarterly return was
-34.12% for the quarter ended March 31,
2020.
Average
Annual Total Returns
(for
periods ended December 31, 2020)
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Overlay
Shares Small Cap Equity ETF |
1-Year |
Since
Inception
(9/30/2019) |
Return Before
Taxes |
12.40% |
17.92% |
Return After Taxes on
Distributions |
11.83% |
17.31% |
Return After Taxes on Distributions and
Sale of Shares |
7.62% |
13.59% |
S&P
SmallCap 600 TR Index
(reflects no deduction for
fees, expenses, or taxes) |
11.29% |
16.00% |
After-tax returns are
calculated using the historical highest individual federal marginal income tax
rates during the period covered by the table above and do not reflect the impact
of state and local taxes. Actual after-tax returns depend on an
investor’s tax situation and may differ from those shown. After-tax returns shown are
not relevant to investors who hold their shares through tax-deferred
arrangements such as an individual retirement account (“IRA”) or other
tax-advantaged accounts.
Portfolio
Management
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Adviser |
Liquid
Strategies, LLC |
Portfolio
Managers |
Bradley
Ball, Adam Stewart, CFA, Shawn Gibson and Justin Boller, CFA, have been
portfolio managers of the Fund since its inception in
2019. |
Purchase
and Sale of Shares
The
Fund issues and redeems Shares at NAV only in large blocks known as “Creation
Units,” which only APs (typically, broker-dealers) may purchase or redeem. The
Fund generally issues and redeems Creation Units in exchange for a portfolio of
securities (the “Deposit Securities”) and/or a designated amount of U.S.
cash.
Shares
are listed on the Exchange, and individual Shares may only be bought and sold in
the secondary market through a broker or dealer at market prices, rather than
NAV. Because Shares trade at market prices rather than NAV, Shares may trade at
a price greater than NAV (premium) or less than NAV (discount).
An
investor may incur costs attributable to the difference between the highest
price a buyer is willing to pay to purchase Shares (the “bid” price) and the
lowest price a seller is willing to accept for Shares (the “ask” price) when
buying or selling Shares in the secondary market. The difference in the bid and
ask prices is referred to as the “bid-ask spread.”
Recent
information regarding the Fund’s NAV, market price, how often Shares traded on
the Exchange at a premium or discount, and bid-ask spreads can be found on the
Fund’s website at www.overlayshares.com.
Tax
Information
Fund
distributions are generally taxable as ordinary income, qualified dividend
income, or capital gains (or a combination), unless your investment is in an IRA
or other tax-advantaged account. Distributions on investments made through
tax-deferred arrangements may be taxed later upon withdrawal of assets from
those accounts.
Financial
Intermediary Compensation
If
you purchase Shares through a broker-dealer or other financial intermediary
(such as a bank) (an “Intermediary”), the Adviser or its affiliates may pay
Intermediaries for certain activities related to the Fund, including
participation in activities that are designed to make Intermediaries more
knowledgeable about exchange-traded products, including the Fund, or for other
activities, such as marketing, educational training or other initiatives related
to the sale or promotion of Shares. These payments may create a conflict of
interest by influencing the Intermediary and your salesperson to recommend the
Fund over another investment. Any such arrangements do not result in increased
Fund expenses. Ask your salesperson or visit the Intermediary’s website for more
information.
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OVERLAY
SHARES FOREIGN EQUITY ETF |
Investment Objective
The Overlay Shares Foreign
Equity ETF (the “Fund” or “Foreign Equity ETF”) seeks total
return.
Fees and Expenses of the Fund
This
table describes the fees and expenses that you may pay if you buy, hold, and
sell shares of the Fund (“Shares”). You
may pay other fees, such as brokerage commissions and other fees to financial
intermediaries, which are not reflected in the table and Example
below.
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Shareholder
Fees (fees
paid directly from your investment) |
None |
Annual
Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your
investment) |
|
|
Management
Fees |
0.75% |
Distribution
and/or Service (12b-1) Fees |
0.00% |
Other
Expenses |
0.02% |
Acquired
Fund Fees and Expenses* |
0.21% |
Total
Annual Fund Operating Expenses |
0.98% |
*
Acquired Fund Fees and
Expenses (“AFFE”) are the indirect costs of investing in other investment
companies. Total Annual Fund Operating Expenses do not correlate to the expense
ratios in the Fund’s Financial Highlights because the Financial Highlights
include only the direct operating expenses incurred by the Fund and exclude
AFFE.
Example
This Example is
intended to help you compare the cost of investing in the Fund with the cost of
investing in other funds. The Example assumes that you invest $10,000 in the
Fund for the time periods indicated and then redeem all of your Shares at the
end of those periods. The Example also assumes that your investment has a 5%
return each year and that the Fund’s operating expenses remain the same. The
Example does not take into account brokerage commissions that you may pay on
your purchases and sales of Shares. Although your actual costs may be higher
or lower, based on these assumptions your costs would be:
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1
Year: |
$100 |
3
Years: |
$312 |
5
Years: |
$542 |
10
Years: |
$1,201 |
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 Shares are held in a taxable account.
These costs, which are not reflected in the Total Annual Fund Operating Expenses
or in the Example, affect the Fund’s performance. For the fiscal year ended
August 31, 2021, the Fund’s portfolio turnover rate was 10% of the average value of its
portfolio.
Principal Investment Strategies
The
Fund is an actively-managed exchange-traded fund (“ETF”) that seeks to achieve
its objective by (i) investing in one or more other ETFs that seek exposure to
the performance of non-U.S. equity securities (from both developed and emerging
markets) or directly in the securities held by such ETFs (collectively, the
“Underlying Investments”) and (ii) selling and purchasing listed short-term put
options to generate income to the Fund (the “Overlay Strategy”).
The
Fund’s Overlay Strategy seeks to generate income for the Fund by utilizing a
“put spread” consisting of the sale of exchange-listed short-term put options
(“Short Puts”) with a notional value (strike price times the value of the
shares) up to 100% of the Fund’s net assets and the purchase of an identical
number of short-term put options (“Long Puts”) with a lower strike price. The
Fund seeks to generate income from the sale and purchase of put options with a
lower strike price to hedge against a decline in the options’ underlying asset,
the S&P 500 Index, which consists of approximately 500 leading U.S.-listed
companies representing approximately 80% of the U.S. equity market
capitalization.
A
put option gives the purchaser of the option, in exchange for the premium paid,
the right to sell the underlying asset at a specified price (“strike price”) at
a specified date (“expiration date”). In contrast, the seller of a put option,
in exchange for the premium received, is obligated to sell the underlying asset
at the strike price on the expiration date. In the event the underlying asset
declines in value, the value of a put option will generally increase. In the
event the underlying asset appreciates in value, the value of a put option will
generally decrease. The options sold by the Fund are expected to have an
expiration date within one to two weeks of their purchase date. The strike price
of the Short Puts will typically be less than the value of the S&P 500 Index
at the time such options are sold, and the strike price of the Long Puts will be
less than the strike price of the Short Puts. The difference between such strike
prices
is
based on Liquid Strategies, LLC’s (the “Adviser”) judgment as to the level of
expected volatility in the market prior to the options’ expiration. Because the
Long Puts will have a lower strike price than the Short Puts, the Long Puts are
not expected to completely protect the Fund from a decline in the S&P 500
Index.
The
Fund’s Overlay Strategy is designed to seek to generate a positive return in
rising and flat equity markets, and may generate a positive return in equity
markets that are modestly declining, assuming the net premiums collected from
the options sold and purchased exceeds the net cost to close the positions. In
an effort to limit losses in declining equity markets, the Fund may reduce its
sale of Short Puts and/or purchase Long Puts with strike prices closer to the
strike prices of the Short Puts. The Fund focuses primarily on equity index
options which offer both European settlement (i.e.,
options can only be exercised at their expiration date) and cash settlement
(i.e.,
options carry an obligation by their seller to pay the difference between their
strike price and their settlement value instead of allowing the seller to take
delivery of securities).
The
potential returns of the Fund are generally limited to the amount of cash
(premiums) the Fund receives when selling Short Puts, net of any cash (premiums)
paid by the Fund to purchase Long Puts, plus the returns of the Underlying
Investments in which the Fund invests. The Fund’s sale and purchase of put
options may result in the generation of positive returns for the Fund; however,
the loss potential if the strategy is not effective may be greater than the
profit potential. The
Fund may lose significantly more than the premiums it receives in highly
volatile market conditions.
The
Fund will segregate cash and/or other liquid assets in an amount equal to the
Fund’s obligations under each Short Put so that each option sold will be
secured, or “covered.” The Adviser intends to limit the use of leverage by
ensuring that the Fund’s potential obligations from the Short Puts will not
exceed the Fund’s total net assets.
The Adviser employs a disciplined portfolio
construction process that relies on guidelines to govern capital allocations
based on a quantitative methodology designed by the Adviser to measure the
perceived risk of the broad U.S. equity market. In making this determination,
the Adviser considers various factors including but not limited to the overall
volatility (rate of change) in the markets. The Adviser bases allocation
decisions on a combination of quantitative risk metrics and a qualitative
assessment of potential risk/reward scenarios, with the ultimate goals of
mitigating the effects of volatility in the Fund’s portfolio and maintaining
adequate portfolio diversification while seeking to achieve the Fund’s targeted
return. The Adviser evaluates the metrics associated with the valuation of
options, including volatility, time to expiration and the relationship of the
exercise price to the prevailing market price of the underlying instrument.
There can be no guarantee that the Adviser will be successful in implementing
the Fund’s strategy. During market conditions in which market volatility rises,
the price of options could rise, which, in turn, could have a detrimental effect
on the Fund’s performance and achieving its targeted return.
Principal Investment Risks
The
principal risks of investing in the Fund are summarized below. The
principal risks are presented in alphabetical order to facilitate finding
particular risks and comparing them with those of other funds. Each risk
summarized below is considered a “principal risk” of investing in the Fund,
regardless of the order in which it appears. As with any investment, there is a risk that you could
lose all or a portion of your investment in the Fund. Some or
all of these risks may adversely affect the Fund’s net asset value (“NAV”),
trading price, yield, total return and/or ability to meet its
objective. The following risks could affect the value of your investment in
the Fund:
•Currency
Exchange Rate Risk. The
Fund invests, directly or indirectly, in investments denominated in non-U.S.
currencies or in securities that provide exposure to such currencies. Changes in
currency exchange rates and the relative value of non-U.S. currencies will
affect the value of the Fund’s investment and the value of your Shares. Currency
exchange rates can be very volatile and can change quickly and unpredictably. As
a result, the value of an investment in the Fund may change quickly and without
warning and you may lose money.
•Derivatives
Securities Risk.
The Fund invests in options that derive their performance from the performance
of the S&P 500 Index. Derivatives, such as the options in which the Fund
invests, can be volatile and involve various types and degrees of risks,
depending upon the characteristics of a particular derivative. Derivatives may
entail investment exposures that are greater than their cost would suggest,
meaning that a small investment in a derivative could have a substantial impact
on the performance of the Fund. The Fund could experience a loss if its
derivatives do not perform as anticipated, or are not correlated with the
performance of their underlying asset or if the Fund is unable to purchase or
liquidate a position because of an illiquid secondary market. The market for
many derivatives is, or suddenly can become, illiquid. Changes in liquidity may
result in significant, rapid, and unpredictable changes in the prices for
derivatives.
•Emerging
Markets Risk.
The Fund’s direct or indirect investments in securities of issuers in emerging
market countries are subject to all of the risks of foreign investing generally,
and have additional heightened risks due to a lack of established legal,
political, business, and social frameworks to support securities markets,
including: delays in settling portfolio securities transactions; currency and
capital controls; greater sensitivity to interest rate changes; pervasiveness of
corruption and crime; currency exchange rate volatility; and inflation,
deflation, or currency devaluation.
•Equity
Market Risk. The
trading prices of equity securities and other instruments fluctuate in response
to a variety of factors. The Fund’s NAV and market price may fluctuate
significantly in response to these and other factors. As a result, an investor
could lose money over short or long periods of time.
•ETF
Risks.
The Fund is an ETF and invests in other ETFs, and, as a result of this
structure, is exposed directly or indirectly to the following risks:
◦Authorized
Participants, Market Makers, and Liquidity Providers Concentration
Risk. The
Fund has a limited number of financial institutions that may act as Authorized
Participants (“APs”). In addition, there may be a limited number of market
makers and/or liquidity providers in the marketplace. To the extent either of
the following events occur, Shares may trade at a material discount to NAV and
possibly face delisting: (i) APs exit the business or otherwise become
unable to process creation and/or redemption orders and no other APs step
forward to perform these services, or (ii) market makers and/or liquidity
providers exit the business or significantly reduce their business activities
and no other entities step forward to perform their functions.
◦Cash
Redemption Risk.
The Fund’s investment strategy may require it to redeem Shares for cash or to
otherwise include cash as part of its redemption proceeds. For example, the Fund
may not be able to redeem in-kind certain securities held by the Fund
(e.g.,
short positions and derivative instruments). In such a case, the Fund may be
required to sell or unwind portfolio investments to obtain the cash needed to
distribute redemption proceeds. This may cause the Fund to recognize a capital
gain that it might not have recognized if it had made a redemption in-kind. As a
result, the Fund may pay out higher annual capital gain distributions than if
the in-kind redemption process was used.
◦Costs
of Buying or Selling Shares.
Due to the costs of buying or selling Shares, including brokerage commissions
imposed by brokers and bid/ask spreads, frequent trading of Shares may
significantly reduce investment results and an investment in Shares may not be
advisable for investors who anticipate regularly making small investments.
◦Shares
May Trade at Prices Other Than NAV. As
with all ETFs, Shares may be bought and sold in the secondary market at market
prices. Although it is expected that the market price of Shares will approximate
the Fund’s NAV, there may be times when the market price of Shares is more than
the NAV intra-day (premium) or less than the NAV intra-day (discount) due to
supply and demand of Shares or during periods of market volatility. This risk is
heightened in times of market volatility, periods of steep market declines, and
periods when there is limited trading activity for Shares in the secondary
market, in which case such premiums or discounts may be significant. Because
securities held by the Fund may trade on foreign exchanges that are closed when
the Fund’s primary listing exchange is open, the Fund is likely to experience
premiums or discounts greater than those of domestic ETFs.
◦Trading. Although
Shares are listed for trading on the NYSE Arca, Inc. (the “Exchange”) and may be
traded on U.S. exchanges other than the Exchange, there can be no assurance that
Shares will trade with any volume, or at all, on any stock exchange. In stressed
market conditions, the liquidity of Shares may begin to mirror the liquidity of
the Fund’s underlying portfolio holdings, which can be significantly less liquid
than Shares.
•Foreign
Securities Risk. Investments
in non-U.S. securities involve certain risks that may not be present with
investments in U.S. securities. These include risks of adverse changes in
foreign economic, political, regulatory and other conditions; changes in
currency exchange rates or exchange control regulations (including limitations
on currency movements and exchanges); differing accounting, auditing, financial
reporting, and legal standards and practices; differing securities market
structures; and higher transaction costs. In addition, the securities of some
foreign companies may be less liquid and, at times, more volatile than
securities of comparable U.S. companies.
•Geographic
Investment Risk. To
the extent the Fund invests, directly or indirectly, a significant portion of
its assets in the securities of companies of a single country or region, it is
more likely to be impacted by events or conditions affecting that country or
region.
◦Risks
Related to Investing in China.
The
Chinese economy is generally considered an emerging market and can be
significantly affected by economic and political conditions and policy in China
and surrounding Asian countries. A relatively small number of Chinese companies
represent a large portion of China’s total market and thus may be more sensitive
to adverse political or economic circumstances and market movements. The economy
of China differs, often unfavorably, from the U.S. economy in such respects as
structure, general development, government involvement, wealth distribution,
rate of inflation, growth rate, allocation of resources and capital
reinvestment, among others. Under China’s political and economic system, the
central government has historically exercised substantial control over virtually
every sector of the Chinese economy through administrative regulation and/or
state ownership. In addition, expropriation, including nationalization,
confiscatory taxation, political, economic or social instability or other
developments could adversely affect and significantly diminish the values of the
Chinese companies in which the fund invests. Additionally, from time to time,
China has experienced outbreaks of infectious illnesses, including the COVID-19
pandemic, and the country may be subject to other public health threats,
diseases or similar issues in the future. The Fund may invest in shares of
Chinese companies traded on
stock
markets in Mainland China or Hong Kong. These stock markets have recently
experienced high levels of volatility, which may continue in the future. The
Hong Kong stock market may behave differently from the Mainland China stock
market and there may be little to no correlation between the performance of the
Hong Kong stock market and the Mainland China stock market.
◦Risks
of Investing in India. Investments
in Indian issuers involve risks that are specific to India, including legal,
regulatory, political and economic risks. Political and legal uncertainty,
greater government control over the economy, currency fluctuations or blockage
and the risk of nationalization or expropriation of assets may result in higher
potential for losses. The securities markets in India are relatively
underdeveloped and may subject the Fund to higher transaction costs or greater
uncertainty than investments in more developed securities markets.
◦Risks
Related to Investing in Japan.
The
Japanese economy may be subject to considerable degrees of economic, political
and social instability, which could have a negative impact on Japanese
securities. Japan’s economic growth rate has remained relatively low for an
extended period of time and it may remain low in the future. In addition, Japan
is subject to the risk of natural disasters, such as earthquakes, volcanoes,
typhoons and tsunamis. Additionally, decreasing U.S. imports, new trade
regulations, changes in the U.S. dollar exchange rates, a recession in the
United States or continued increases in foreclosure rates may have an adverse
impact on the economy of Japan. Japan also has few natural resources, and any
fluctuation or shortage in the commodity markets could have a negative impact on
Japanese securities.
◦Risks
of Investing in Taiwan. Investments
in Taiwanese issuers may subject the Fund to risks specific to Taiwan. Taiwan is
a small island state with few raw material resources and limited land area and
is reliant on imports for its commodity needs. Any fluctuations or shortages in
the commodity markets could have a negative impact on the Taiwanese economy.
Also, continued labor outsourcing may adversely affect the Taiwanese economy.
Taiwan’s economy is intricately linked with economies of Asian countries that
have experienced over-extensions of credit, frequent and pronounced currency
fluctuations, currency devaluations, currency repatriation, rising unemployment
and fluctuations in inflation. The Taiwanese economy is dependent on the
economies of Japan and China, as well as the United States, and negative changes
in their economies or a reduction in purchases by any of them of Taiwanese
products and services would likely have an adverse impact on the Taiwanese
economy. Taiwan’s geographic proximity to China and Taiwan’s history of
political contention with China have resulted in ongoing tensions with China,
including the risk of war with China. These tensions may materially affect the
Taiwanese economy and securities markets.
◦Risks
Related to Investing in Western Europe.
Most developed countries in Western Europe are members of the European Union
(EU), and many are also members of the European Monetary Union (EMU), which
requires compliance with restrictions on inflation rates, deficits, and debt
levels. Unemployment in certain European nations is historically high and
several countries face significant debt problems. These conditions can
significantly affect every country in Europe. The euro is the official currency
of the EU. Funds that invest in Europe may have significant exposure to the euro
and events affecting the euro. Recent market events affecting several of the EU
member countries have adversely affected the sovereign debt issued by those
countries, and ultimately may lead to a decline in the value of the euro. A
significant decline in the value of the euro may produce unpredictable effects
on trade and commerce generally and could lead to increased volatility in
financial markets worldwide.
In
addition, on January 31, 2020, the U.K. formally withdrew from the EU (commonly
referred to as “Brexit”) and entered an 11-month transition period, which
concluded on December 31, 2020, with the U.K. leaving the EU single market and
customs union under the terms of a new trade agreement. The agreement governs
the new relationship between the United Kingdom (UK) and EU with respect to
trading goods and services, but critical aspects of the relationship remain
unresolved and subject to further negotiation and agreement. There is still
considerable uncertainty relating to the potential consequences associated with
the exit and whether the UK’s exit will increase the likelihood of other
countries also departing the EU. Any exits from the EU, or the possibility of
such exits, may have a significant impact on the UK, Europe, and global
economies, which may result in increased volatility and illiquidity, new legal
and regulatory uncertainties and potentially lower economic growth for these
economies that could potentially have an adverse effect on the value of the
Fund’s investments.
•Geopolitical
Risk. Some
countries and regions in which the Fund invests have experienced security
concerns, war or threats of war and aggression, terrorism, economic uncertainty,
natural and environmental disasters and/or systemic market dislocations that
have led, and in the future may lead, to increased short-term market volatility
and may have adverse long-term effects on the U.S. and world economies and
markets generally.
•Implied
Volatility Risk. When
the Fund sells an option, it gains the amount of the premium it receives, but
also incurs a liability representing the value of the option it has sold until
the option is either exercised and finishes “in the money,” meaning it has value
and can be sold, or the option expires worthless, or the expiration of the
option is “rolled,” or extended forward. The value of the options in which the
Fund invests is based partly on the volatility used by market participants to
price such options (i.e.,
implied volatility). Accordingly, increases in the implied volatility of such
options will cause the value of such options to increase
(even
if the prices of the options’ underlying stocks do not change), which will
result in a corresponding increase in the liabilities of the Fund under such
options and thus decrease the Fund’s NAV.
•Limited
Operating History. The
Fund is a recently organized investment company with a limited operating
history. As a result, prospective investors have a limited track record or
history on which to base their investment decision.
•Market
Capitalization Risk.
◦Large-Capitalization
Investing.
The securities of large-capitalization companies may be relatively mature
compared to smaller companies and therefore subject to slower growth during
times of economic expansion. Large-capitalization companies may also be unable
to respond quickly to new competitive challenges, such as changes in technology
and consumer tastes.
◦Mid-Capitalization
Investing.
The securities of mid-capitalization companies may be more vulnerable to adverse
issuer, market, political, or economic developments than securities of
large-capitalization companies. The securities of mid-capitalization companies
generally trade in lower volumes and are subject to greater and more
unpredictable price changes than large capitalization stocks or the stock market
as a whole.
•Market
Risk. The
trading prices of securities and other instruments fluctuate in response to a
variety of factors. These factors include events impacting the entire market or
specific market segments, such as political, market and economic developments,
as well as events that impact specific issuers. The Fund’s NAV and market price,
like security and commodity prices generally, may fluctuate significantly in
response to these and other factors. As a result, an investor could lose money
over short or long periods of time. U.S. and international markets have
experienced significant periods of volatility in recent years due to a number of
these factors, including the impact of the COVID-19 pandemic and related public
health issues, growth concerns in the U.S. and overseas, uncertainties regarding
interest rates, trade tensions and the threat of tariffs imposed by the U.S. and
other countries. These developments as well as other events could result in
further market volatility and negatively affect financial asset prices, the
liquidity of certain securities and the normal operations of securities
exchanges and other markets. It is unknown how long circumstances related to the
pandemic will persist, whether they will reoccur in the future, whether efforts
to support the economy and financial markets will be successful, and what
additional implications may follow from the pandemic. The impact of these events
and other epidemics or pandemics in the future could adversely affect Fund
performance.
•Options
Risk.
Selling (writing) and buying options are speculative activities and entail
greater than ordinary investment risks. The Fund’s use of put options can lead
to losses because of adverse movements in the price or value of the underlying
asset, which may be magnified by certain features of the options. When selling a
put option, the Fund will receive a premium; however, this premium may not be
enough to offset a loss incurred by the Fund if the price of the underlying
asset is below the strike price by an amount equal to or greater than the
premium. Purchasing of put options involves the payment of premiums, which may
adversely affect the Fund’s performance. Purchasing a put option gives the
purchaser of the option the right to sell a specified quantity of an underlying
asset at a fixed exercise price over a defined period of time. Purchased put
options may expire worthless resulting in the Fund’s loss of the premium it paid
for the option.
The
value of an option may be adversely affected if the market for the option
becomes less liquid or smaller, and will be affected by changes in the value or
yield of the option’s underlying asset, an increase in interest rates, a change
in the actual or perceived volatility of the stock market or the underlying
asset and the remaining time to expiration. Additionally, the value of an option
does not increase or decrease at the same rate as the underlying asset. The
Fund’s use of options may reduce the Fund’s ability to profit from increases in
the value of the underlying asset. If the price of the underlying asset of an
option is above the strike price of a written put option, the value of the
option, and consequently of the Fund, may decline significantly more than if the
Fund invested directly in the underlying asset instead of using options. While
the Fund will segregate liquid assets at least equal in value to the maximum
potential loss for the Fund, the Fund could still lose a significant amount or
nearly all of its value if the price of an underlying asset changes
significantly enough.
•Tax
Risk.
If
positions held by the Fund were treated as “straddles” for federal income tax
purposes, or the Fund’s risk of loss with respect to a position was otherwise
diminished as set forth in Treasury regulations, dividends on stocks that are a
part of such positions would not constitute qualified dividend income subject to
such favorable income tax treatment in the hands of non-corporate shareholders
or eligible for the dividends received deduction for corporate shareholders. In
addition, generally, straddles are subject to certain rules that may affect the
amount, character and timing of the Fund’s gains and losses with respect to
straddle positions.
Performance
The following
performance information indicates some of the risks of investing in the
Fund. The bar chart shows the Fund’s performance for the
calendar year ended December 31. The table illustrates how the Fund’s average
annual returns for the 1-year and since inception periods compared with those of
a broad measure of market performance. The Fund’s past performance,
before and
after taxes, does not necessarily indicate
how it will perform in the future. Updated performance
information is also available on the Fund’s website at www.overlayshares.com
or by calling the Fund at 1-866-704-6857.
Calendar Year Total
Return
The calendar year-to-date total return of the
Fund as of September 30, 2021 was
5.90%. During the period of time shown in the bar
chart, the highest quarterly return
was 10.58% for the quarter ended June 30, 2020, and the
lowest quarterly return was
-19.21% for the quarter ended March 31,
2020.
Average
Annual Total Returns
(for
periods ended December 31, 2020)
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Overlay
Shares Foreign Equity ETF |
1-Year |
Since
Inception
(9/30/2019) |
Return Before
Taxes |
2.59% |
6.28% |
Return After Taxes on
Distributions |
1.85% |
5.18% |
Return After Taxes on Distributions and
Sale of Shares |
1.84% |
4.59% |
MSCI
AC World Index ex USA Index
(reflects no deduction for
fees, expenses, or taxes) |
10.65% |
16.08% |
After-tax returns are
calculated using the historical highest individual federal marginal income tax
rates during the period covered by the table above and do not reflect the impact
of state and local taxes. Actual after-tax returns depend on an
investor’s tax situation and may differ from those shown. After-tax returns shown are
not relevant to investors who hold their shares through tax-deferred
arrangements such as an individual retirement account (“IRA”) or other
tax-advantaged accounts.
Portfolio
Management
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Adviser |
Liquid
Strategies, LLC |
Portfolio
Managers |
Bradley
Ball, Adam Stewart, CFA, Shawn Gibson and Justin Boller, CFA, have been
portfolio managers of the Fund since its inception in
2019. |
Purchase
and Sale of Shares
The
Fund issues and redeems Shares at NAV only in large blocks known as “Creation
Units,” which only APs (typically, broker-dealers) may purchase or redeem. The
Fund generally issues and redeems Creation Units in exchange for a portfolio of
securities (the “Deposit Securities”) and/or a designated amount of U.S.
cash.
Shares
are listed on the Exchange, and individual Shares may only be bought and sold in
the secondary market through a broker or dealer at market prices, rather than
NAV. Because Shares trade at market prices rather than NAV, Shares may trade at
a price greater than NAV (premium) or less than NAV (discount).
An
investor may incur costs attributable to the difference between the highest
price a buyer is willing to pay to purchase Shares (the “bid” price) and the
lowest price a seller is willing to accept for Shares (the “ask” price) when
buying or selling Shares in the secondary market. The difference in the bid and
ask prices is referred to as the “bid-ask spread.”
Recent
information regarding the Fund’s NAV, market price, how often Shares traded on
the Exchange at a premium or discount, and bid-ask spreads can be found on the
Fund’s website at www.overlayshares.com.
Tax
Information
Fund
distributions are generally taxable as ordinary income, qualified dividend
income, or capital gains (or a combination), unless your investment is in an IRA
or other tax-advantaged account. Distributions on investments made through
tax-deferred arrangements may be taxed later upon withdrawal of assets from
those accounts.
Financial
Intermediary Compensation
If
you purchase Shares through a broker-dealer or other financial intermediary
(such as a bank) (an “Intermediary”), the Adviser or its affiliates may pay
Intermediaries for certain activities related to the Fund, including
participation in activities that are designed to make Intermediaries more
knowledgeable about exchange-traded products, including the Fund, or for other
activities, such as marketing, educational training or other initiatives related
to the sale or promotion of Shares. These payments may create a conflict of
interest by influencing the Intermediary and your salesperson to recommend the
Fund over another investment. Any such arrangements do not result in increased
Fund expenses. Ask your salesperson or visit the Intermediary’s website for more
information.
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OVERLAY
SHARES
HEDGED
LARGE
CAP
EQUITY
ETF |
Investment Objective
The Overlay Shares Hedged
Large Cap Equity ETF (the “Fund” or “Hedged Large Cap Equity ETF”) seeks total
return.
Fees and Expenses of the Fund
This
table describes the fees and expenses that you may pay if you buy, hold, and
sell shares of the Fund (“Shares”). You
may pay other fees, such as brokerage commissions and other fees to financial
intermediaries, which are not reflected in the table and Example
below.
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Shareholder
Fees (fees
paid directly from your investment) |
None |
Annual
Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your
investment) |
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Management
Fee |
0.75% |
Distribution
and/or Service (12b-1) Fees |
0.00% |
Other
Expenses |
0.06% |
Acquired
Fund Fees and Expenses* |
0.02% |
Total
Annual Fund Operating Expenses |
0.83% |
*
Acquired Fund Fees
and Expenses (“AFFE”) are the indirect costs of investing in other investment
companies. Total Annual Fund Operating Expenses do not correlate to the expense
ratios in the Fund’s Financial Highlights because the Financial Highlights
include only the direct operating expenses incurred by the Fund and exclude
AFFE.
Example
This Example is
intended to help you compare the cost of investing in the Fund with the cost of
investing in other funds. The Example assumes that you invest $10,000 in the
Fund for the time periods indicated and then redeem all of your Shares at the
end of those periods. The Example also assumes that your investment has a 5%
return each year and that the Fund’s operating expenses remain the same. The
Example does not take into account brokerage commissions that you may pay on
your purchases and sales of Shares. Although your actual costs may be higher
or lower, based on these assumptions your costs would be:
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1
Year: |
$85 |
3
Years: |
$265 |
5
Years: |
$460 |
10
Years: |
$1,025 |
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 Shares are held in a taxable account.
These costs, which are not reflected in the Total Annual Fund Operating Expenses
or in the Example, affect the Fund’s performance. This rate excludes the value
of portfolio securities received or delivered as a result of in-kind creations
or redemptions of the Fund’s Shares and securities, including options, whose
maturities or expiration dates at the time of acquisition were one year or less.
For the fiscal period January 14, 2021 (commencement of operations) through
August 31, 2021, the Fund’s portfolio turnover rate was 13% of the average value of its
portfolio.
Principal Investment Strategies
The
Fund is an actively-managed exchange-traded fund (“ETF”) that seeks to achieve
its objective by (i) investing in one or more other ETFs that seek to obtain
exposure to the performance of U.S. large-cap equity securities or directly in
the securities held by such ETFs (collectively, the “Underlying Investments”),
(ii) selling and purchasing listed short-term put options (“put spreads”) to
generate income to the Fund (the “Overlay Strategy”), and (iii) purchasing
long-term out-of-the-money put options (i.e.,
put options with a strike price below the current price of the reference asset)
to seek to hedge against significant declines in U.S. large-cap equities. Under
normal circumstances, at least 80% of the Fund’s net assets, plus borrowings for
investment purposes, will be invested, directly or indirectly through ETFs, in
equity securities of large-cap companies.
The
Fund’s Overlay Strategy seeks to generate income for the Fund by utilizing a
“put spread” consisting of the sale of exchange-listed short-term put options
(“Short Puts”) with a notional value (strike price times the value of the
shares) up to 100% of the Fund’s net assets and the purchase of an identical
number of short-term put options (“Long Puts”) with a lower strike price. The
Fund seeks to generate income from the sale and purchase of put options with a
lower strike price to hedge against a decline in the options’ underlying asset,
the S&P 500 Index, which consists of approximately 500 leading U.S.-listed
companies representing approximately 80% of the U.S. equity market
capitalization.
In
addition to the Fund’s Overlay Strategy, the Fund seeks to mitigate the risks of
significant declines in U.S. large-cap equities by purchasing a series of
long-term out-of-the-money put options on the S&P 500 Index with a notional
value generally approximating the Fund’s net asset value.
A
put option gives the purchaser of the option, in exchange for the premium paid,
the right to sell the underlying asset at a specified price (“strike price”) at
a specified date (“expiration date”). In contrast, the seller of a put option,
in exchange for the premium received, is obligated to sell the underlying asset
at the strike price on the expiration date. In the event the underlying asset
declines in value, the value of a put option will generally increase. In the
event the underlying asset appreciates in value, the value of a put option will
generally decrease. The options sold by the Fund are expected to have an
expiration date within one to two weeks of their purchase date. The strike price
of the Short Puts will typically be less than the value of the S&P 500 Index
at the time such options are sold, and the strike price of the Long Puts will be
less than the strike price of the Short Puts. The difference between such strike
prices is based on the Adviser’s judgment as to the level of expected volatility
in the market prior to the options’ expiration. Because the Long Puts used in
the Fund’s put spreads will have a lower strike price than the Short Puts, the
Long Puts are not expected to completely protect the Fund from a decline in the
value of large-cap equities.
The
Fund’s Overlay Strategy is designed to seek to generate a positive return in
rising and flat equity markets, and may generate a positive return in equity
markets that are modestly declining, assuming the net premium collected from the
options sold and purchased exceeds the net cost to close the positions and the
cost of purchasing Long Puts as part of the Fund’s hedging strategy. In an
effort to limit losses in declining equity markets, the Fund may reduce its sale
of Short Puts and/or purchase of Long Puts with strike prices closer to the
strike prices of the Short Puts.
The
Fund focuses primarily on equity index options which offer both European
settlement (i.e.,
options can only be exercised at their expiration date) and cash settlement
(i.e.,
options carry an obligation by their seller to pay the difference between their
strike price and their settlement value instead of allowing the seller to take
delivery of securities).
The
potential returns of the Fund are generally limited to the amount of cash
(premiums) the Fund receives when selling Short Puts, net of any cash (premiums)
paid by the Fund to purchase Long Puts, plus the returns of the Underlying
Investments in which the Fund invests. The Fund’s sale and purchase of put
options may result in the generation of positive returns for the Fund; however,
the loss potential if the strategy is not effective may be greater than the
profit potential. The
Fund may lose significantly more than the premiums it receives in highly
volatile market conditions.
The
Fund will segregate cash and/or other liquid assets in an amount equal to the
Fund’s obligations under each Short Put so that each option sold will be
secured, or “covered.” The Adviser intends to limit the use of leverage by
ensuring that the Fund’s potential obligations from the Short Puts will not
exceed the Fund’s total net assets.
The Adviser employs a disciplined portfolio
construction process that relies on guidelines to govern capital allocations
based on a quantitative methodology designed by the Adviser to measure the
perceived risk of the broad U.S. equity market. In making this determination,
the Adviser considers various factors including but not limited to the overall
volatility (rate of change) in the markets. The Adviser bases allocation
decisions on a combination of quantitative risk metrics and a qualitative
assessment of potential risk/reward scenarios, with the ultimate goals of
mitigating the effects of volatility in the Fund’s portfolio and maintaining
adequate portfolio diversification while seeking to achieve the Fund’s targeted
return. The Adviser evaluates the metrics associated with the valuation of
options, including volatility, time to expiration and the relationship of the
exercise price to the prevailing market price of the reference asset. There can
be no guarantee that the Adviser will be successful in implementing the Fund’s
strategy. During market conditions in which market volatility rises, the price
of options could rise, which, in turn, could have a detrimental effect on
written options and a positive effect on purchased options, thus affecting the
Fund’s performance and ability to achieve its targeted return.
Principal Investment Risks
The
principal risks of investing in the Fund are summarized below. The
principal risks are presented in alphabetical order to facilitate finding
particular risks and comparing them with those of other funds. Each risk
summarized below is considered a “principal risk” of investing in the Fund,
regardless of the order in which it appears. As with any investment, there is a risk that you could
lose all or a portion of your investment in the Fund. Some or
all of these risks may adversely affect the Fund’s net asset value (“NAV”),
trading price, yield, total return and/or ability to meet its
objective. The following risks could affect the value of your investment in
the Fund:
•Derivatives
Securities Risk.
The Fund invests in options that derive their performance from the performance
of the S&P 500 Index. Derivatives, such as the options in which the Fund
invests, can be volatile and involve various types and degrees of risks,
depending upon the characteristics of a particular derivative. Derivatives may
entail investment exposures that are greater than their cost would suggest,
meaning that a small investment in a derivative could have a substantial impact
on the performance of the Fund. The Fund could experience a loss if its
derivatives do not perform as anticipated, or are not correlated with the
performance of their underlying asset or if the Fund is unable to purchase or
liquidate a position because of an illiquid secondary market. The market for
many derivatives is, or suddenly can become, illiquid. Changes in liquidity may
result in significant, rapid, and unpredictable changes in the prices for
derivatives.
•Equity
Market Risk. The
trading prices of equity securities and other instruments fluctuate in response
to a variety of factors. The Fund’s NAV and market price may fluctuate
significantly in response to these and other factors. As a result, an investor
could lose money over short or long periods of time.
•ETF
Risks.
The Fund is an ETF and invests in other ETFs, and, as a result of this
structure, is exposed directly or indirectly to the following risks:
◦Authorized
Participants, Market Makers, and Liquidity Providers Concentration
Risk. The
Fund has a limited number of financial institutions that may act as Authorized
Participants (“APs”). In addition, there may be a limited number of market
makers and/or liquidity providers in the marketplace. To the extent either of
the following events occur, Shares may trade at a material discount to NAV and
possibly face delisting: (i) APs exit the business or otherwise become
unable to process creation and/or redemption orders and no other APs step
forward to perform these services, or (ii) market makers and/or liquidity
providers exit the business or significantly reduce their business activities
and no other entities step forward to perform their functions.
◦Cash
Redemption Risk.
The Fund’s investment strategy may require it to redeem Shares for cash or to
otherwise include cash as part of its redemption proceeds. For example, the Fund
may not be able to redeem in-kind certain securities held by the Fund
(e.g.,
short positions and derivative instruments). In such a case, the Fund may be
required to sell or unwind portfolio investments to obtain the cash needed to
distribute redemption proceeds. This may cause the Fund to recognize a capital
gain that it might not have recognized if it had made a redemption in-kind. As a
result, the Fund may pay out higher annual capital gain distributions than if
the in-kind redemption process was used.
◦Costs
of Buying or Selling Shares.
Due to the costs of buying or selling Shares, including brokerage commissions
imposed by brokers and bid/ask spreads, frequent trading of Shares may
significantly reduce investment results and an investment in Shares may not be
advisable for investors who anticipate regularly making small investments.
◦Shares
May Trade at Prices Other Than NAV. As
with all ETFs, Shares may be bought and sold in the secondary market at market
prices. Although it is expected that the market price of Shares will approximate
the Fund’s NAV, there may be times when the market price of Shares is more than
the NAV intra-day (premium) or less than the NAV intra-day (discount) due to
supply and demand of Shares or during periods of market volatility. This risk is
heightened in times of market volatility, periods of steep market declines, and
periods when there is limited trading activity for Shares in the secondary
market, in which case such premiums or discounts may be significant.
◦Trading. Although
Shares are listed for trading on the NYSE Arca, Inc. (the “Exchange”) and may be
traded on U.S. exchanges other than the Exchange, there can be no assurance that
Shares will trade with any volume, or at all, on any stock exchange. In stressed
market conditions, the liquidity of Shares may begin to mirror the liquidity of
the Fund’s underlying portfolio holdings, which can be significantly less liquid
than Shares.
•Implied
Volatility Risk. When
the Fund sells an option, it gains the amount of the premium it receives, but
also incurs a liability representing the value of the option it has sold until
the option is either exercised and finishes “in the money,” meaning it has value
and can be sold, or the option expires worthless, or the expiration of the
option is “rolled,” or extended forward. The value of the options in which the
Fund invests is based partly on the volatility used by market participants to
price such options (i.e.,
implied volatility). Accordingly, increases in the implied volatility of such
options will cause the value of such options to increase (even if the prices of
the options’ underlying stocks do not change), which will result in a
corresponding increase in the liabilities of the Fund under such options and
thus decrease the Fund’s NAV.
•Limited
Operating History. The
Fund is a recently organized investment company with a limited operating
history. As a result, prospective investors have a limited track record or
history on which to base their investment decision.
•Market
Capitalization Risk.
◦Large-Capitalization
Investing.
The securities of large-capitalization companies may be relatively mature
compared to smaller companies and therefore subject to slower growth during
times of economic expansion. Large-capitalization companies may also be unable
to respond quickly to new competitive challenges, such as changes in technology
and consumer tastes.
•Market
Risk. The
trading prices of securities and other instruments fluctuate in response to a
variety of factors. These factors include events impacting the entire market or
specific market segments, such as political, market and economic developments,
as well as events that impact specific issuers. The Fund’s NAV and market price,
like security and commodity prices generally, may fluctuate significantly in
response to these and other factors. As a result, an investor could lose money
over short or long periods of time. U.S. and international markets have
experienced significant periods of volatility in recent years due to a number of
these factors, including the impact of the COVID-19 pandemic and related public
health issues, growth concerns in the U.S. and overseas, uncertainties regarding
interest rates, trade tensions and the threat of tariffs imposed by the U.S. and
other countries. These developments as well as other events could result in
further market volatility and negatively affect financial asset prices, the
liquidity of certain securities and the normal operations of securities
exchanges and other markets. It is unknown how long circumstances related to the
pandemic will persist, whether they will reoccur in the future, whether efforts
to support the economy and financial markets will be successful, and what
additional implications may follow from the pandemic. The impact of these events
and other epidemics or pandemics in the future could adversely affect Fund
performance.
•Options
Risk.
Selling (writing) and buying options are speculative activities and entail
greater than ordinary investment risks. The Fund’s use of put options can lead
to losses because of adverse movements in the price or value of the underlying
asset, which may be magnified by certain features of the options. When selling a
put option, the Fund will receive a premium; however, this premium may not be
enough to offset a loss incurred by the Fund if the price of the underlying
asset is below the strike price by an amount equal to or greater than the
premium. Purchasing of put options involves the payment of premiums, which may
adversely affect the Fund’s performance. Purchasing a put option gives the
purchaser of the option the right to sell a specified quantity of an underlying
asset at a fixed exercise price over a defined period of time. Purchased put
options may expire worthless resulting in the Fund’s loss of the premium it paid
for the option.
The
value of an option may be adversely affected if the market for the option
becomes less liquid or smaller, and will be affected by changes in the value or
yield of the option’s underlying asset, an increase in interest rates, a change
in the actual or perceived volatility of the stock market or the underlying
asset and the remaining time to expiration. Additionally, the value of an option
does not increase or decrease at the same rate as the underlying asset. The
Fund’s use of options may reduce the Fund’s ability to profit from increases in
the value of the underlying asset. If the price of the underlying asset of an
option is above the strike price of a written put option, the value of the
option, and consequently of the Fund, may decline significantly more than if the
Fund invested directly in the underlying asset instead of using options. While
the Fund will segregate liquid assets at least equal in value to the maximum
potential loss for the Fund, the Fund could still lose a significant amount or
nearly all of its value if the price of an underlying asset changes
significantly enough.
•Tax
Risk.
If positions held by the Fund were treated
as “straddles” for federal income tax purposes, or the Fund’s risk of loss with
respect to a position was otherwise diminished as set forth in Treasury
regulations, dividends on stocks that are a part of such positions would not
constitute qualified dividend income subject to such favorable income tax
treatment in the hands of non-corporate shareholders or eligible for the
dividends received deduction for corporate shareholders. In addition, generally,
straddles are subject to certain rules that may affect the amount, character and
timing of the Fund’s gains and losses with respect to straddle
positions.
Performance
Performance information for the Fund is not
included because the Fund did not have a full calendar year of performance prior
to the date of this Prospectus. In the future, performance
information for the Fund will be presented in this section. Updated performance
information is available on the Fund’s website at www.overlayshares.com
or by calling the Fund toll-free at 1-866-704-6857.
Portfolio
Management
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Adviser |
Liquid
Strategies, LLC |
Portfolio
Managers |
Bradley
Ball, Adam Stewart, CFA, Shawn Gibson and Justin Boller, CFA, have been
portfolio managers of the Fund since its inception in January 2021.
|
Purchase
and Sale of Shares
The
Fund issues and redeems Shares at NAV only in large blocks known as “Creation
Units,” which only APs (typically, broker-dealers) may purchase or redeem. The
Fund generally issues and redeems Creation Units in exchange for a portfolio of
securities (the “Deposit Securities”) and/or a designated amount of U.S.
cash.
Shares
are listed on the Exchange, and individual Shares may only be bought and sold in
the secondary market through a broker or dealer at market prices, rather than
NAV. Because Shares trade at market prices rather than NAV, Shares may trade at
a price greater than NAV (premium) or less than NAV (discount).
An
investor may incur costs attributable to the difference between the highest
price a buyer is willing to pay to purchase Shares (the “bid” price) and the
lowest price a seller is willing to accept for Shares (the “ask” price) when
buying or selling Shares in the secondary market. The difference in the bid and
ask prices is referred to as the “bid-ask spread.”
Recent
information regarding the Fund’s NAV, market price, how often Shares traded on
the Exchange at a premium or discount, and bid-ask spreads can be found on the
Fund’s website at www.overlayshares.com.
Tax
Information
Fund
distributions are generally taxable as ordinary income, qualified dividend
income, or capital gains (or a combination), unless your investment is in an
individual retirement account (“IRA”) or other tax-advantaged account.
Distributions on investments made through tax-deferred arrangements may be taxed
later upon withdrawal of assets from those accounts.
Financial
Intermediary Compensation
If
you purchase Shares through a broker-dealer or other financial intermediary
(such as a bank) (an “Intermediary”), the Adviser or its affiliates may pay
Intermediaries for certain activities related to the Fund, including
participation in activities that are designed to make Intermediaries more
knowledgeable about exchange-traded products, including the Fund, or for other
activities, such as marketing, educational training or other initiatives related
to the sale or promotion of Shares. These payments may create a conflict of
interest by influencing the Intermediary and your salesperson to recommend the
Fund over another investment. Any such arrangements do not result in increased
Fund expenses. Ask your salesperson or visit the Intermediary’s website for more
information.
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OVERLAY
SHARES CORE BOND ETF |
Investment Objective
The Overlay Shares Core Bond
ETF (the “Fund” or “Core Bond ETF”) seeks total return.
Fees and Expenses of the Fund
This
table describes the fees and expenses that you may pay if you buy, hold, and
sell shares of the Fund (“Shares”). You
may pay other fees, such as brokerage commissions and other fees to financial
intermediaries, which are not reflected in the table and Example
below.
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Shareholder
Fees (fees
paid directly from your investment) |
None |
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 |
0.75% |
Distribution
and/or Service (12b-1) Fees |
0.00% |
Other
Expenses |
0.02% |
Acquired
Fund Fees and Expenses* |
0.03% |
Total
Annual Fund Operating Expenses |
0.80% |
*
Acquired Fund Fees and
Expenses (“AFFE”) are the indirect costs of investing in other investment
companies. Total Annual Fund Operating Expenses do not correlate to the expense
ratios in the Fund’s Financial Highlights because the Financial Highlights
include only the direct operating expenses incurred by the Fund and exclude
AFFE.
Example
This Example is
intended to help you compare the cost of investing in the Fund with the cost of
investing in other funds. The Example assumes that you invest $10,000 in the
Fund for the time periods indicated and then redeem all of your Shares at the
end of those periods. The Example also assumes that your investment has a 5%
return each year and that the Fund’s operating expenses remain the same. The
Example does not take into account brokerage commissions that you may pay on
your purchases and sales of Shares. Although your actual costs may be higher
or lower, based on these assumptions your costs would be:
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1
Year: |
$82 |
3
Years: |
$255 |
5
Years: |
$444 |
10
Years: |
$990 |
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 Shares are held in a taxable account.
These costs, which are not reflected in the Total Annual Fund Operating Expenses
or in the Example, affect the Fund’s performance. For the fiscal year ended
August 31, 2021, the Fund’s portfolio turnover rate was 7% of the average value of its
portfolio.
Principal Investment Strategies
The
Fund is an actively-managed exchange-traded fund (“ETF”) that seeks to achieve
its objective by (i) investing in one or more other ETFs that seek to obtain
exposure to the performance of investment grade, U.S. dollar-denominated,
fixed-rate taxable bonds or directly in the securities held by such ETFs
(collectively, the “Underlying Investments”) and (ii) selling and purchasing
listed short-term put options to generate income to the Fund (the “Overlay
Strategy”).
The
Fund’s Overlay Strategy seeks to generate income for the Fund by utilizing a
“put spread” consisting of the sale of exchange-listed short-term put options
(“Short Puts”) with a notional value (strike price times the value of the
shares) up to 100% of the Fund’s net assets and the purchase of an identical
number of short-term put options (“Long Puts”) with a lower strike price. The
Fund seeks to generate income from the sale and purchase of put options with a
lower strike price to hedge against a decline in the options’ underlying asset,
the S&P 500 Index, which consists of approximately 500 leading U.S.-listed
companies representing approximately 80% of the U.S. equity market
capitalization.
A
put option gives the purchaser of the option, in exchange for the premium paid,
the right to sell the underlying asset at a specified price (“strike price”) at
a specified date (“expiration date”). In contrast, the seller of a put option,
in exchange for the premium received, is obligated to sell the underlying asset
at the strike price on the expiration date. In the event the underlying asset
declines in value, the value of a put option will generally increase. In the
event the underlying asset appreciates in value, the value of a put option will
generally decrease. The options sold by the Fund are expected to have an
expiration date within one to two weeks of their purchase date. The strike price
of the Short Puts will typically be less than the value of the S&P 500 Index
at the time such options are sold, and the strike price of the Long Puts will be
less than the strike price of the Short Puts. The difference between such strike
prices is based on Liquid Strategies, LLC’s (the “Adviser”) judgment as to the
level of expected volatility in the market prior to the options’
expiration.
Because the Long Puts will have a lower strike price than the Short Puts, the
Long Puts are not expected to completely protect the Fund from a decline in the
value of the S&P 500 Index.
The
Fund’s Overlay Strategy is designed to seek to generate a positive return in
rising and flat equity markets, and may generate a positive return in equity
markets that are modestly declining, assuming the net premium collected from the
options sold and purchased exceeds the net cost to close the positions. In an
effort to limit losses in declining equity markets, the Fund may reduce its sale
of Short Puts and/or purchase of Long Puts with strike prices closer to the
strike prices of the Short Puts.
The
Fund focuses primarily on equity index options which offer both European
settlement (i.e.,
options can only be exercised at their expiration date) and cash settlement
(i.e.,
options carry an obligation by their seller to pay the difference between their
strike price and their settlement value instead of allowing the seller to take
delivery of securities).
The
potential returns of the Fund are generally limited to the amount of cash
(premiums) the Fund receives when selling Short Puts, net of any cash (premiums)
paid by the Fund to purchase Long Puts, plus the returns of the Underlying
Investments in which the Fund invests. The Fund’s sale and purchase of put
options may result in the generation of positive returns for the Fund; however,
the loss potential if the strategy is not effective may be greater than the
profit potential. The
Fund may lose significantly more than the premiums it receives in highly
volatile market conditions.
The
Fund will segregate cash and/or other liquid assets in an amount equal to the
Fund’s obligations under each Short Put so that each option sold will be
secured, or “covered.” The Adviser intends to limit the use of leverage by
ensuring that the Fund’s potential obligations from the Short Puts will not
exceed the Fund’s total net assets.
The Adviser employs a disciplined portfolio
construction process that relies on guidelines to govern capital allocations
based on a quantitative methodology designed by the Adviser to measure the
perceived risk of the broad U.S. equity market. In making this determination,
the Adviser considers various factors including but not limited to the overall
volatility (rate of change) in the markets. The Adviser bases allocation
decisions on a combination of quantitative risk metrics and a qualitative
assessment of potential risk/reward scenarios, with the ultimate goals of
mitigating the effects of volatility in the Fund’s portfolio and maintaining
adequate portfolio diversification while seeking to achieve the Fund’s targeted
return. The Adviser evaluates the metrics associated with the valuation of
options, including volatility, time to expiration and the relationship of the
exercise price to the prevailing market price of the reference asset. There can
be no guarantee that the Adviser will be successful in implementing the Fund’s
strategy. During market conditions in which market volatility rises, the price
of options could rise, which, in turn, could have a detrimental effect on the
Fund’s performance and achieving its targeted return.
Principal Investment Risks
The
principal risks of investing in the Fund are summarized below. The
principal risks are presented in alphabetical order to facilitate finding
particular risks and comparing them with those of other funds. Each risk
summarized below is considered a “principal risk” of investing in the Fund,
regardless of the order in which it appears. As with any investment, there is a risk that you could
lose all or a portion of your investment in the Fund. Some or
all of these risks may adversely affect the Fund’s net asset value (“NAV”),
trading price, yield, total return and/or ability to meet its
objective. The following risks could affect the value of your investment in
the Fund:
•Derivatives
Securities Risk.
The Fund invests in options that derive their performance from the performance
of the S&P 500 Index. Derivatives, such as the options in which the Fund
invests, can be volatile and involve various types and degrees of risks,
depending upon the characteristics of a particular derivative. Derivatives may
entail investment exposures that are greater than their cost would suggest,
meaning that a small investment in a derivative could have a substantial impact
on the performance of the Fund. The Fund could experience a loss if its
derivatives do not perform as anticipated, or are not correlated with the
performance of their underlying asset or if the Fund is unable to purchase or
liquidate a position because of an illiquid secondary market. The market for
many derivatives is, or suddenly can become, illiquid. Changes in liquidity may
result in significant, rapid, and unpredictable changes in the prices for
derivatives.
•ETF
Risks.
The Fund is an ETF and invests in other ETFs, and, as a result of this
structure, is exposed directly or indirectly to the following risks:
◦Authorized
Participants, Market Makers, and Liquidity Providers Concentration
Risk. The
Fund has a limited number of financial institutions that may act as Authorized
Participants (“APs”). In addition, there may be a limited number of market
makers and/or liquidity providers in the marketplace. To the extent either of
the following events occur, Shares may trade at a material discount to NAV and
possibly face delisting: (i) APs exit the business or otherwise become
unable to process creation and/or redemption orders and no other APs step
forward to perform these services, or (ii) market makers and/or liquidity
providers exit the business or significantly reduce their business activities
and no other entities step forward to perform their functions.
◦Cash
Redemption Risk. The
Fund’s investment strategy may require it to redeem Shares for cash or to
otherwise include cash as part of its redemption proceeds. For example, the Fund
may not be able to redeem in-kind certain securities held by the Fund
(e.g.,
short positions, derivative instruments, and bonds that cannot be broken up
beyond certain minimum sizes needed
for
transfer and settlement). In such a case, the Fund may be required to sell or
unwind portfolio investments to obtain the cash needed to distribute redemption
proceeds. This may cause the Fund to recognize a capital gain that it might not
have recognized if it had made a redemption in-kind. As a result, the Fund may
pay out higher annual capital gain distributions than if the in-kind redemption
process was used.
◦Costs
of Buying or Selling Shares.
Due to the costs of buying or selling Shares, including brokerage commissions
imposed by brokers and bid/ask spreads, frequent trading of Shares may
significantly reduce investment results and an investment in Shares may not be
advisable for investors who anticipate regularly making small investments.
◦Shares
May Trade at Prices Other Than NAV. As
with all ETFs, Shares may be bought and sold in the secondary market at market
prices. Although it is expected that the market price of Shares will approximate
the Fund’s NAV, there may be times when the market price of Shares is more than
the NAV intra-day (premium) or less than the NAV intra-day (discount) due to
supply and demand of Shares or during periods of market volatility. This risk is
heightened in times of market volatility, periods of steep market declines, and
periods when there is limited trading activity for Shares in the secondary
market, in which case such premiums or discounts may be significant.
◦Trading. Although
Shares are listed for trading on the NYSE Arca, Inc. (the “Exchange”) and may be
traded on U.S. exchanges other than the Exchange, there can be no assurance that
Shares will trade with any volume, or at all, on any stock exchange. In stressed
market conditions, the liquidity of Shares may begin to mirror the liquidity of
the Fund’s underlying portfolio holdings, which can be significantly less liquid
than Shares.
•Fixed
Income Risk.
Current market conditions and the actions of governmental authorities and
regulators in response to COVID-19 and its far-reaching effects present
heightened risks to the fixed income market generally. Such risks could be
further heightened if such market conditions become more volatile or the
governmental and regulatory actions are unexpectedly or suddenly reversed or are
ineffective in achieving their desired outcomes. In addition, the current
environment is exposing fixed-income and debt markets to significant volatility
and reduced liquidity for Fund investments.
◦Call
Risk.
During periods of falling interest rates, an issuer of a callable bond held by
the Fund may “call” or repay the security before its stated maturity, and the
Fund may have to reinvest the proceeds at lower interest rates, resulting in a
decline in the Fund’s income.
◦Credit
Risk.
Debt issuers and other counterparties may not honor their obligations or may
have their debt downgraded by ratings agencies.
◦Extension
Risk.
During periods of rising interest rates, certain debt obligations will be paid
off substantially more slowly than originally anticipated and the value of those
securities may fall sharply, resulting in a decline in the Fund’s income and
potentially in the value of the Fund’s investments.
◦Interest
Rate Risk.
An increase in interest rates may cause the value of fixed-income securities
held by the Fund to decline. The Fund may be subject to a greater risk of rising
interest rates due to the current period of historically low rates and the
effect of potential government fiscal policy initiatives and resulting market
reaction to those initiatives.
•Government
Obligations Risk.
U.S. government securities are subject to price fluctuations and to default in
the event that an agency or instrumentality defaults on an obligation not backed
by the full faith and credit of the United States.
•Implied
Volatility Risk. When
the Fund sells an option, it gains the amount of the premium it receives, but
also incurs a liability representing the value of the option it has sold until
the option is either exercised and finishes “in the money,” meaning it has value
and can be sold, or the option expires worthless, or the expiration of the
option is “rolled,” or extended forward. The value of the options in which the
Fund invests is based partly on the volatility used by market participants to
price such options (i.e.,
implied volatility). Accordingly, increases in the implied volatility of such
options will cause the value of such options to increase (even if the prices of
the options’ underlying stocks do not change), which will result in a
corresponding increase in the liabilities of the Fund under such options and
thus decrease the Fund’s NAV.
•Limited
Operating History. The
Fund is a recently organized investment company with a limited operating
history. As a result, prospective investors have a limited track record or
history on which to base their investment decision.
•Market
Risk. The
trading prices of securities and other instruments fluctuate in response to a
variety of factors. These factors include events impacting the entire market or
specific market segments, such as political, market and economic developments,
as well as events that impact specific issuers. The Fund’s NAV and market price,
like security and commodity prices generally, may fluctuate significantly in
response to these and other factors. As a result, an investor could lose money
over short or long periods of time. U.S. and international markets have
experienced significant periods of volatility in recent years due to a number of
these factors, including the impact of the COVID-19 pandemic and related public
health issues, growth concerns in the U.S. and overseas, uncertainties regarding
interest rates, trade tensions and the threat of tariffs imposed by the U.S. and
other countries. These developments as well as other events could result in
further market volatility and negatively affect financial asset prices, the
liquidity
of certain securities and the normal operations of securities exchanges and
other markets. It is unknown how long circumstances related to the pandemic will
persist, whether they will reoccur in the future, whether efforts to support the
economy and financial markets will be successful, and what additional
implications may follow from the pandemic. The impact of these events and other
epidemics or pandemics in the future could adversely affect Fund
performance.
•Mortgage-
and Asset-Backed Securities Risk. The
Fund may invest in U.S. government agency-backed mortgage- and asset-backed
securities. Mortgage- and asset-backed securities are subject to interest rate
risk. Modest movements in interest rates (both increases and decreases) may
quickly and significantly reduce the value of certain types of these securities.
When interest rates fall, mortgage- and asset-backed securities may be subject
to prepayment risk. When interest rates rise, certain types of mortgage- and
asset-backed securities are subject to extension risk. Mortgage- and
asset-backed securities can also be subject to the risk of default on the
underlying residential or commercial mortgage(s) or other assets.
•Options
Risk.
Selling (writing) and buying options are speculative activities and entail
greater than ordinary investment risks. The Fund’s use of put options can lead
to losses because of adverse movements in the price or value of the underlying
asset, which may be magnified by certain features of the options. When selling a
put option, the Fund will receive a premium; however, this premium may not be
enough to offset a loss incurred by the Fund if the price of the underlying
asset is below the strike price by an amount equal to or greater than the
premium. Purchasing of put options involves the payment of premiums, which may
adversely affect the Fund’s performance. Purchasing a put option gives the
purchaser of the option the right to sell a specified quantity of an underlying
asset at a fixed exercise price over a defined period of time. Purchased put
options may expire worthless resulting in the Fund’s loss of the premium it paid
for the option.
The
value of an option may be adversely affected if the market for the option
becomes less liquid or smaller, and will be affected by changes in the value or
yield of the option’s underlying asset, an increase in interest rates, a change
in the actual or perceived volatility of the stock market or the underlying
asset and the remaining time to expiration. Additionally, the value of an option
does not increase or decrease at the same rate as the underlying asset. The
Fund’s use of options may reduce the Fund’s ability to profit from increases in
the value of the underlying asset. If the price of the underlying asset of an
option is above the strike price of a written put option, the value of the
option, and consequently of the Fund, may decline significantly more than if the
Fund invested directly in the underlying asset instead of using options. While
the Fund will segregate liquid assets at least equal in value to the maximum
potential loss for the Fund, the Fund could still lose a significant amount or
nearly all of its value if the price of an underlying asset changes
significantly enough.
•Tax
Risk.
If positions held by the Fund were treated
as “straddles” for federal income tax purposes, or the Fund’s risk of loss with
respect to a position was otherwise diminished as set forth in Treasury
regulations, dividends on stocks that are a part of such positions would not
constitute qualified dividend income subject to such favorable income tax
treatment in the hands of non-corporate shareholders or eligible for the
dividends received deduction for corporate shareholders. In addition, generally,
straddles are subject to certain rules that may affect the amount, character and
timing of the Fund’s gains and losses with respect to straddle
positions.
Performance
The following
performance information indicates some of the risks of investing in the
Fund. The bar chart shows the Fund’s performance for the
calendar year ended December 31. The table illustrates how the Fund’s average
annual returns for the 1-year and since inception periods compared with those of
a broad measure of market performance. The Fund’s past performance,
before and after taxes, does not necessarily indicate how it will perform in the
future. Updated performance information is also available on the
Fund’s website at www.overlayshares.com
or by calling the Fund at 1-866-704-6857.
Calendar Year Total
Return
The calendar year-to-date total return of the
Fund as of September 30, 2021 was
0.12%. During the period of time shown in the bar
chart, the highest quarterly return
was 4.74% for the quarter ended June 30, 2020, and the
lowest quarterly return was
0.86% for the quarter ended March 31,
2020.
Average
Annual Total Returns
(for
periods ended December 31, 2020)
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Overlay
Shares Core Bond ETF |
1-Year |
Since
Inception
(9/30/2019) |
Return Before
Taxes |
9.04% |
8.22% |
Return After Taxes on
Distributions |
7.49% |
6.80% |
Return After Taxes on Distributions and
Sale of Shares |
5.50% |
5.75% |
Bloomberg
U.S. Aggregate Bond Index
(reflects no deduction for
fees, expenses, or taxes) |
7.51% |
6.10% |
After-tax returns are
calculated using the historical highest individual federal marginal income tax
rates during the period covered by the table above and do not reflect the impact
of state and local taxes. Actual after-tax returns depend on an
investor’s tax situation and may differ from those shown. After-tax returns shown are
not relevant to investors who hold their shares through tax-deferred
arrangements such as an individual retirement account (“IRA”) or other
tax-advantaged accounts.
Portfolio
Management
|
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|
Adviser |
Liquid
Strategies, LLC |
Portfolio
Managers |
Bradley
Ball, Adam Stewart, CFA, Shawn Gibson and Justin Boller, CFA, have been
portfolio managers of the Fund since its inception in
2019. |
Purchase
and Sale of Shares
The
Fund issues and redeems Shares at NAV only in large blocks known as “Creation
Units,” which only APs (typically, broker-dealers) may purchase or redeem. The
Fund generally issues and redeems Creation Units in exchange for a portfolio of
securities (the “Deposit Securities”) and/or a designated amount of U.S.
cash.
Shares
are listed on the Exchange, and individual Shares may only be bought and sold in
the secondary market through a broker or dealer at market prices, rather than
NAV. Because Shares trade at market prices rather than NAV, Shares may trade at
a price greater than NAV (premium) or less than NAV (discount).
An
investor may incur costs attributable to the difference between the highest
price a buyer is willing to pay to purchase Shares (the “bid” price) and the
lowest price a seller is willing to accept for Shares (the “ask” price) when
buying or selling Shares in the secondary market. The difference in the bid and
ask prices is referred to as the “bid-ask spread.”
Recent
information regarding the Fund’s NAV, market price, how often Shares traded on
the Exchange at a premium or discount, and bid-ask spreads can be found on the
Fund’s website at www.overlayshares.com.
Tax
Information
Fund
distributions are generally taxable as ordinary income, qualified dividend
income, or capital gains (or a combination), unless your investment is in an IRA
or other tax-advantaged account. Distributions on investments made through
tax-deferred arrangements may be taxed later upon withdrawal of assets from
those accounts.
Financial
Intermediary Compensation
If
you purchase Shares through a broker-dealer or other financial intermediary
(such as a bank) (an “Intermediary”), the Adviser or its affiliates may pay
Intermediaries for certain activities related to the Fund, including
participation in activities that are designed to make Intermediaries more
knowledgeable about exchange-traded products, including the Fund, or for other
activities, such as marketing, educational training or other initiatives related
to the sale or promotion of Shares. These payments may create a conflict of
interest by influencing the Intermediary and your salesperson to recommend the
Fund over another investment. Any such arrangements do not result in increased
Fund expenses. Ask your salesperson or visit the Intermediary’s website for more
information.
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OVERLAY
SHARES
SHORT
TERM
BOND
ETF |
Investment Objective
The Overlay Shares Short Term
Bond ETF (the “Fund” or “Short Term Bond ETF”) seeks total
return.
Fees and Expenses of the Fund
This
table describes the fees and expenses that you may pay if you buy, hold, and
sell shares of the Fund (“Shares”). You
may pay other fees, such as brokerage commissions and other fees to financial
intermediaries, which are not reflected in the table and Example
below.
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Shareholder
Fees (fees
paid directly from your investment) |
None |
Annual
Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your
investment) |
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Management
Fee |
0.75% |
Distribution
and/or Service (12b-1) Fees |
0.00% |
Other
Expenses |
0.02% |
Acquired
Fund Fees and Expenses* |
0.02% |
Total
Annual Fund Operating Expenses |
0.79% |
*
Acquired Fund Fees and
Expenses (“AFFE”) are the indirect costs of investing in other investment
companies. Total Annual Fund Operating Expenses do not correlate to the expense
ratios in the Fund’s Financial Highlights because the Financial Highlights
include only the direct operating expenses incurred by the Fund and exclude
AFFE.
Example
This Example is
intended to help you compare the cost of investing in the Fund with the cost of
investing in other funds. The Example assumes that you invest $10,000 in the
Fund for the time periods indicated and then redeem all of your Shares at the
end of those periods. The Example also assumes that your investment has a 5%
return each year and that the Fund’s operating expenses remain the same. The
Example does not take into account brokerage commissions that you may pay on
your purchases and sales of Shares. Although your actual costs may be higher
or lower, based on these assumptions your costs would be:
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1
Year: |
$81 |
3
Years: |
$252 |
5
Years: |
$439 |
10
Years: |
$978 |
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 Shares are held in a taxable account.
These costs, which are not reflected in the Total Annual Fund Operating Expenses
or in the Example, affect the Fund’s performance. This rate excludes the value
of portfolio securities received or delivered as a result of in-kind creations
or redemptions of the Fund’s Shares and securities, including options, whose
maturities or expiration dates at the time of acquisition were one year or less.
For the fiscal period January 14, 2021 (commencement of operations) through
August 31, 2021, the Fund’s portfolio turnover rate was 3% of the average value of its
portfolio.
Principal Investment Strategies
The
Fund is an actively-managed exchange-traded fund (“ETF”) that seeks to achieve
its objective by (i) investing in one or more other ETFs that seek to obtain
exposure to the performance of short-term, investment grade, U.S.
dollar-denominated, fixed-rate taxable bonds with a dollar-weighted average
maturity of no more than three years with a maximum maturity of five years or
directly in the securities held by such ETFs (collectively, the “Underlying
Investments”) and (ii) selling and purchasing listed short-term put options
(“put spreads”) to generate income to the Fund (the “Overlay Strategy”). Under
normal circumstances, at least 80% of the Fund’s net assets, plus borrowings for
investment purposes, will be invested, directly or indirectly through ETFs, in
bonds.
The
Fund’s Overlay Strategy seeks to generate income for the Fund by utilizing a
“put spread” consisting of the sale of exchange-listed short-term put options
(“Short Puts”) with a notional value (strike price times the value of the
shares) up to 100% of the Fund’s net assets and the purchase of an identical
number of short-term put options (“Long Puts”) with a lower strike price. The
Fund seeks to generate income from the sale and purchase of put options with a
lower strike price to hedge against a decline in the options’ underlying asset,
the S&P 500 Index, which consists of approximately 500 leading U.S.-listed
companies representing approximately 80% of the U.S. equity market
capitalization.
A
put option gives the purchaser of the option, in exchange for the premium paid,
the right to sell the underlying asset at a specified price (“strike price”) at
a specified date (“expiration date”). In contrast, the seller of a put option,
in exchange for the premium received, is obligated to sell the underlying asset
at the strike price on the expiration date. In the event the underlying asset
declines in value, the value of a put option will generally increase. In the
event the underlying asset appreciates in value, the value of a put option will
generally decrease. The options sold by the Fund are expected to have an
expiration date within one to two weeks of their
purchase
date. The strike price of the Short Puts will typically be less than the value
of the S&P 500 Index at the time such options are sold, and the strike price
of the Long Puts will be less than the strike price of the Short Puts. The
difference between such strike prices is based on the Adviser’s judgment as to
the level of expected volatility in the market prior to the options’ expiration.
Because the Long Puts will have a lower strike price than the Short Puts, the
Long Puts are not expected to completely protect the Fund from a decline in the
value of the S&P 500 Index.
The
Fund’s Overlay Strategy is designed to seek to generate a positive return in
rising and flat equity markets, and may generate a positive return in equity
markets that are modestly declining, assuming the net premium collected from the
options sold and purchased exceeds the net cost to close the positions. In an
effort to limit losses in declining equity markets, the Fund may reduce its sale
of Short Puts and/or purchase of Long Puts with strike prices closer to the
strike prices of the Short Puts.
The
Fund focuses primarily on equity index options which offer both European
settlement (i.e.,
options can only be exercised at their expiration date) and cash settlement
(i.e.,
options carry an obligation by their seller to pay the difference between their
strike price and their settlement value instead of allowing the seller to take
delivery of securities).
The
potential returns of the Fund are generally limited to the amount of cash
(premiums) the Fund receives when selling Short Puts, net of any cash (premiums)
paid by the Fund to purchase Long Puts, plus the returns of the Underlying
Investments in which the Fund invests. The Fund’s sale and purchase of put
options may result in the generation of positive returns for the Fund; however,
the loss potential if the strategy is not effective may be greater than the
profit potential. The
Fund may lose significantly more than the premiums it receives in highly
volatile market conditions.
The
Fund will segregate cash and/or other liquid assets in an amount equal to the
Fund’s obligations under each Short Put so that each option sold will be
secured, or “covered.” The Adviser intends to limit the use of leverage by
ensuring that the Fund’s potential obligations from the Short Puts will not
exceed the Fund’s total net assets.
The Adviser employs a disciplined portfolio
construction process that relies on guidelines to govern capital allocations
based on a quantitative methodology designed by the Adviser to measure the
perceived risk of the broad U.S. equity market. In making this determination,
the Adviser considers various factors including but not limited to the overall
volatility (rate of change) in the markets. The Adviser bases allocation
decisions on a combination of quantitative risk metrics and a qualitative
assessment of potential risk/reward scenarios, with the ultimate goals of
mitigating the effects of volatility in the Fund’s portfolio and maintaining
adequate portfolio diversification while seeking to achieve the Fund’s targeted
return. The Adviser evaluates the metrics associated with the valuation of
options, including volatility, time to expiration and the relationship of the
exercise price to the prevailing market price of the reference asset. There can
be no guarantee that the Adviser will be successful in implementing the Fund’s
strategy. During market conditions in which market volatility rises, the price
of options could rise, which, in turn, could have a detrimental effect on the
Fund’s performance and achieving its targeted return.
Principal Investment Risks
The
principal risks of investing in the Fund are summarized below. The
principal risks are presented in alphabetical order to facilitate finding
particular risks and comparing them with those of other funds. Each risk
summarized below is considered a “principal risk” of investing in the Fund,
regardless of the order in which it appears. As with any investment, there is a risk that you could
lose all or a portion of your investment in the Fund. Some or
all of these risks may adversely affect the Fund’s net asset value (“NAV”),
trading price, yield, total return and/or ability to meet its
objective. The following risks could affect the value of your investment in
the Fund:
•Derivatives
Securities Risk.
The Fund invests in options that derive their performance from the performance
of the S&P 500 Index. Derivatives, such as the options in which the Fund
invests, can be volatile and involve various types and degrees of risks,
depending upon the characteristics of a particular derivative. Derivatives may
entail investment exposures that are greater than their cost would suggest,
meaning that a small investment in a derivative could have a substantial impact
on the performance of the Fund. The Fund could experience a loss if its
derivatives do not perform as anticipated, or are not correlated with the
performance of their underlying asset or if the Fund is unable to purchase or
liquidate a position because of an illiquid secondary market. The market for
many derivatives is, or suddenly can become, illiquid. Changes in liquidity may
result in significant, rapid, and unpredictable changes in the prices for
derivatives.
•ETF
Risks.
The Fund is an ETF and invests in other ETFs, and, as a result of this
structure, is exposed directly or indirectly to the following risks:
◦Authorized
Participants, Market Makers, and Liquidity Providers Concentration
Risk. The
Fund has a limited number of financial institutions that may act as Authorized
Participants (“APs”). In addition, there may be a limited number of market
makers and/or liquidity providers in the marketplace. To the extent either of
the following events occur, Shares may trade at a material discount to NAV and
possibly face delisting: (i) APs exit the business or otherwise become
unable to process creation and/or redemption orders and no other APs step
forward to perform these services, or (ii) market makers and/or liquidity
providers exit the business or significantly reduce their business activities
and no other entities step forward to perform their functions.
◦Cash
Redemption Risk. The
Fund’s investment strategy may require it to redeem Shares for cash or to
otherwise include cash as part of its redemption proceeds. For example, the Fund
may not be able to redeem in-kind certain securities held by the Fund
(e.g.,
short positions, derivative instruments, and bonds that cannot be broken up
beyond certain minimum sizes needed for transfer and settlement). In such a
case, the Fund may be required to sell or unwind portfolio investments to obtain
the cash needed to distribute redemption proceeds. This may cause the Fund to
recognize a capital gain that it might not have recognized if it had made a
redemption in-kind. As a result, the Fund may pay out higher annual capital gain
distributions than if the in-kind redemption process was used.
◦Costs
of Buying or Selling Shares.
Due to the costs of buying or selling Shares, including brokerage commissions
imposed by brokers and bid/ask spreads, frequent trading of Shares may
significantly reduce investment results and an investment in Shares may not be
advisable for investors who anticipate regularly making small investments.
◦Shares
May Trade at Prices Other Than NAV. As
with all ETFs, Shares may be bought and sold in the secondary market at market
prices. Although it is expected that the market price of Shares will approximate
the Fund’s NAV, there may be times when the market price of Shares is more than
the NAV intra-day (premium) or less than the NAV intra-day (discount) due to
supply and demand of Shares or during periods of market volatility. This risk is
heightened in times of market volatility, periods of steep market declines, and
periods when there is limited trading activity for Shares in the secondary
market, in which case such premiums or discounts may be significant.
◦Trading. Although
Shares are listed for trading on the NYSE Arca, Inc. (the “Exchange”) and may be
traded on U.S. exchanges other than the Exchange, there can be no assurance that
Shares will trade with any volume, or at all, on any stock exchange. In stressed
market conditions, the liquidity of Shares may begin to mirror the liquidity of
the Fund’s underlying portfolio holdings, which can be significantly less liquid
than Shares.
•Fixed
Income Risk.
Current market conditions and the actions of governmental authorities and
regulators in response to COVID-19 and its far-reaching effects present
heightened risks to the fixed income market generally. Such risks could be
further heightened if such market conditions become more volatile or the
governmental and regulatory actions are unexpectedly or suddenly reversed or are
ineffective in achieving their desired outcomes. In addition, the current
environment is exposing fixed-income and debt markets to significant volatility
and reduced liquidity for Fund investments.
◦Call
Risk.
During periods of falling interest rates, an issuer of a callable bond held by
the Fund may “call” or repay the security before its stated maturity, and the
Fund may have to reinvest the proceeds at lower interest rates, resulting in a
decline in the Fund’s income.
◦Credit
Risk.
Debt issuers and other counterparties may not honor their obligations or may
have their debt downgraded by ratings agencies.
◦Extension
Risk.
During periods of rising interest rates, certain debt obligations will be paid
off substantially more slowly than originally anticipated and the value of those
securities may fall sharply, resulting in a decline in the Fund’s income and
potentially in the value of the Fund’s investments.
◦Interest
Rate Risk.
An increase in interest rates may cause the value of fixed-income securities
held by the Fund to decline. The Fund may be subject to a greater risk of rising
interest rates due to the current period of historically low rates and the
effect of potential government fiscal policy initiatives and resulting market
reaction to those initiatives.
•Government
Obligations Risk.
U.S. government securities are subject to price fluctuations and to default in
the event that an agency or instrumentality defaults on an obligation not backed
by the full faith and credit of the United States.
•Implied
Volatility Risk. When
the Fund sells an option, it gains the amount of the premium it receives, but
also incurs a liability representing the value of the option it has sold until
the option is either exercised and finishes “in the money,” meaning it has value
and can be sold, or the option expires worthless, or the expiration of the
option is “rolled,” or extended forward. The value of the options in which the
Fund invests is based partly on the volatility used by market participants to
price such options (i.e.,
implied volatility). Accordingly, increases in the implied volatility of such
options will cause the value of such options to increase (even if the prices of
the options’ underlying stocks do not change), which will result in a
corresponding increase in the liabilities of the Fund under such options and
thus decrease the Fund’s NAV.
•Limited
Operating History. The
Fund is a recently organized investment company with a limited operating
history. As a result, prospective investors have a limited track record or
history on which to base their investment decision.
•Market
Risk. The
trading prices of securities and other instruments fluctuate in response to a
variety of factors. These factors include events impacting the entire market or
specific market segments, such as political, market and economic developments,
as well as events that impact specific issuers. The Fund’s NAV and market price,
like security and commodity prices generally, may fluctuate significantly in
response to these and other factors. As a result, an investor could lose money
over short or long periods of time. U.S. and international markets have
experienced significant periods of volatility in recent years due to a number of
these factors, including the impact of the COVID-19 pandemic and related public
health issues, growth concerns in the U.S. and overseas, uncertainties regarding
interest rates, trade tensions and the threat of tariffs imposed by the U.S. and
other countries.
These
developments as well as other events could result in further market volatility
and negatively affect financial asset prices, the liquidity of certain
securities and the normal operations of securities exchanges and other markets.
It is unknown how long circumstances related to the pandemic will persist,
whether they will reoccur in the future, whether efforts to support the economy
and financial markets will be successful, and what additional implications may
follow from the pandemic. The impact of these events and other epidemics or
pandemics in the future could adversely affect Fund performance.
•Mortgage-
and Asset-Backed Securities Risk. The
Fund may invest in U.S. government agency-backed mortgage- and asset-backed
securities. Mortgage- and asset-backed securities are subject to interest rate
risk. Modest movements in interest rates (both increases and decreases) may
quickly and significantly reduce the value of certain types of these securities.
When interest rates fall, mortgage- and asset-backed securities may be subject
to prepayment risk. When interest rates rise, certain types of mortgage- and
asset-backed securities are subject to extension risk. Mortgage- and
asset-backed securities can also be subject to the risk of default on the
underlying residential or commercial mortgage(s) or other assets.
•Options
Risk.
Selling (writing) and buying options are speculative activities and entail
greater than ordinary investment risks. The Fund’s use of put options can lead
to losses because of adverse movements in the price or value of the underlying
asset, which may be magnified by certain features of the options. When selling a
put option, the Fund will receive a premium; however, this premium may not be
enough to offset a loss incurred by the Fund if the price of the underlying
asset is below the strike price by an amount equal to or greater than the
premium. Purchasing of put options involves the payment of premiums, which may
adversely affect the Fund’s performance. Purchasing a put option gives the
purchaser of the option the right to sell a specified quantity of an underlying
asset at a fixed exercise price over a defined period of time. Purchased put
options may expire worthless resulting in the Fund’s loss of the premium it paid
for the option.
The
value of an option may be adversely affected if the market for the option
becomes less liquid or smaller, and will be affected by changes in the value or
yield of the option’s underlying asset, an increase in interest rates, a change
in the actual or perceived volatility of the stock market or the underlying
asset and the remaining time to expiration. Additionally, the value of an option
does not increase or decrease at the same rate as the underlying asset. The
Fund’s use of options may reduce the Fund’s ability to profit from increases in
the value of the underlying asset. If the price of the underlying asset of an
option is above the strike price of a written put option, the value of the
option, and consequently of the Fund, may decline significantly more than if the
Fund invested directly in the underlying asset instead of using options. While
the Fund will segregate liquid assets at least equal in value to the maximum
potential loss for the Fund, the Fund could still lose a significant amount or
nearly all of its value if the price of an underlying asset changes
significantly enough.
•Tax
Risk.
If positions held by the Fund were treated
as “straddles” for federal income tax purposes, or the Fund’s risk of loss with
respect to a position was otherwise diminished as set forth in Treasury
regulations, dividends on stocks that are a part of such positions would not
constitute qualified dividend income subject to such favorable income tax
treatment in the hands of non-corporate shareholders or eligible for the
dividends received deduction for corporate shareholders. In addition, generally,
straddles are subject to certain rules that may affect the amount, character and
timing of the Fund’s gains and losses with respect to straddle
positions.
Performance
Performance information for the Fund is not
included because the Fund did not have a full calendar year of performance prior
to the date of this Prospectus. In the future, performance
information for the Fund will be presented in this section. Updated performance
information is available on the Fund’s website at www.overlayshares.com
or by calling the Fund toll-free at 1-866-704-6857.
Portfolio
Management
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Adviser |
Liquid
Strategies, LLC |
Portfolio
Managers |
Bradley
Ball, Adam Stewart, CFA, Shawn Gibson and Justin Boller, CFA, have been
portfolio managers of the Fund since its inception in January 2021.
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Purchase
and Sale of Shares
The
Fund issues and redeems Shares at NAV only in large blocks known as “Creation
Units,” which only APs (typically, broker-dealers) may purchase or redeem. The
Fund generally issues and redeems Creation Units in exchange for a portfolio of
securities (the “Deposit Securities”) and/or a designated amount of U.S.
cash.
Shares
are listed on the Exchange, and individual Shares may only be bought and sold in
the secondary market through a broker or dealer at market prices, rather than
NAV. Because Shares trade at market prices rather than NAV, Shares may trade at
a price greater than NAV (premium) or less than NAV (discount).
An
investor may incur costs attributable to the difference between the highest
price a buyer is willing to pay to purchase Shares (the “bid” price) and the
lowest price a seller is willing to accept for Shares (the “ask” price) when
buying or selling Shares in the secondary market. The difference in the bid and
ask prices is referred to as the “bid-ask spread.”
Recent
information regarding the Fund’s NAV, market price, how often Shares traded on
the Exchange at a premium or discount, and bid-ask spreads can be found on the
Fund’s website at www.overlayshares.com.
Tax
Information
Fund
distributions are generally taxable as ordinary income, qualified dividend
income, or capital gains (or a combination), unless your investment is in an
individual retirement account (“IRA”) or other tax-advantaged account.
Distributions on investments made through tax-deferred arrangements may be taxed
later upon withdrawal of assets from those accounts.
Financial
Intermediary Compensation
If
you purchase Shares through a broker-dealer or other financial intermediary
(such as a bank) (an “Intermediary”), the Adviser or its affiliates may pay
Intermediaries for certain activities related to the Fund, including
participation in activities that are designed to make Intermediaries more
knowledgeable about exchange-traded products, including the Fund, or for other
activities, such as marketing, educational training or other initiatives related
to the sale or promotion of Shares. These payments may create a conflict of
interest by influencing the Intermediary and your salesperson to recommend the
Fund over another investment. Any such arrangements do not result in increased
Fund expenses. Ask your salesperson or visit the Intermediary’s website for more
information.
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OVERLAY
SHARES MUNICIPAL BOND ETF |
Investment Objective
The Overlay Shares Municipal
Bond ETF (the “Fund” or “Municipal Bond ETF”) seeks total
return.
Fees and Expenses of the Fund
This
table describes the fees and expenses that you may pay if you buy, hold, and
sell shares of the Fund (“Shares”). You
may pay other fees, such as brokerage commissions and other fees to financial
intermediaries, which are not reflected in the table and Example
below.
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Shareholder
Fees (fees
paid directly from your investment) |
None |
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 |
0.75% |
Distribution
and/or Service (12b-1) Fees |
0.00% |
Other
Expenses |
0.02% |
Acquired
Fund Fees and Expenses* |
0.07% |
Total
Annual Fund Operating Expenses |
0.84% |
* Acquired Fund Fees
and Expenses (“AFFE”) are the indirect costs of investing in other investment
companies. Total Annual Fund Operating Expenses do not correlate to the expense
ratios in the Fund’s Financial Highlights because the Financial Highlights
include only the direct operating expenses incurred by the Fund and exclude
AFFE.
Example
This Example is
intended to help you compare the cost of investing in the Fund with the cost of
investing in other funds. The Example assumes that you invest $10,000 in the
Fund for the time periods indicated and then redeem all of your Shares at the
end of those periods. The Example also assumes that your investment has a 5%
return each year and that the Fund’s operating expenses remain the same. The
Example does not take into account brokerage commissions that you may pay on
your purchases and sales of Shares. Although your actual costs may be higher
or lower, based on these assumptions your costs would be:
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1
Year: |
$86 |
3
Years: |
$268 |
5
Years: |
$466 |
10
Years: |
$1,037 |
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 Shares are held in a taxable account.
These costs, which are not reflected in the Total Annual Fund Operating Expenses
or in the Example, affect the Fund’s performance. For the fiscal year ended
August 31, 2021, the Fund’s portfolio turnover rate was 7% of the average value of its
portfolio.
Principal Investment Strategies
The
Fund is an actively-managed exchange-traded fund (“ETF”) that seeks to achieve
its objective by (i) investing in one or more other ETFs that seek to obtain
exposure to the performance of investment grade municipal bonds and below
investment grade municipal bonds or directly in the securities held by such ETFs
(collectively, the “Underlying Investments”) and (ii) selling and purchasing
listed short-term put options to generate income to the Fund (the “Overlay
Strategy”).
The
Fund’s Overlay Strategy seeks to generate income for the Fund by utilizing a
“put spread” consisting of the sale of exchange-listed short-term put options
(“Short Puts”) with a notional value (strike price times the value of the
shares) up to 100% of the Fund’s net assets and the purchase of an identical
number of short-term put options (“Long Puts”) with a lower strike price. The
Fund seeks to generate income from the sale and purchase of put options with a
lower strike price to hedge against a decline in the options’ underlying asset,
the S&P 500 Index, which consists of approximately 500 leading U.S.-listed
companies representing approximately 80% of the U.S. equity market
capitalization.
A
put option gives the purchaser of the option, in exchange for the premium paid,
the right to sell the underlying asset at a specified price (“strike price”) at
a specified date (“expiration date”). In contrast, the seller of a put option,
in exchange for the premium received, is obligated to sell the underlying asset
at the strike price on the expiration date. In the event the underlying asset
declines in value, the value of a put option will generally increase. In the
event the underlying asset appreciates in value, the value of a put option will
generally decrease. The options sold by the Fund are expected to have an
expiration date within one to two weeks of their purchase date. The strike price
of the Short Puts will typically be less than the value of the S&P 500 Index
at the time such options are sold, and the strike price of the Long Puts will be
less than the strike price of the Short Puts. The difference between such strike
prices is based on Liquid Strategies, LLC’s (the “Adviser”) judgment as to the
level of expected volatility in the market prior to the options’
expiration.
Because the Long Puts will have a lower strike price than the Short Puts, the
Long Puts are not expected to completely protect the Fund from a decline in the
value of the S&P 500 Index.
The
Fund’s Overlay Strategy is designed to seek to generate a positive return in
rising and flat equity markets, and may generate a positive return in equity
markets that are modestly declining, assuming the net premium collected from the
options sold and purchased exceeds the net cost to close the positions. In an
effort to limit losses in declining equity markets, the Fund may reduce its sale
of Short Puts and/or purchase of Long Puts with strike prices closer to the
strike prices of the Short Puts.
The
Fund focuses primarily on equity index options which offer both European
settlement (i.e.,
options can only be exercised at their expiration date) and cash settlement
(i.e.,
options carry an obligation by their seller to pay the difference between their
strike price and their settlement value instead of allowing the seller to take
delivery of securities).
The
potential returns of the Fund are generally limited to the amount of cash
(premiums) the Fund receives when selling Short Puts, net of any cash (premiums)
paid by the Fund to purchase Long Puts, plus the returns of the ETFs in which
the Fund invests. The Fund’s sale and purchase of put options may result in the
generation of positive returns for the Fund; however, the loss potential if the
strategy is not effective may be greater than the profit potential. The
Fund may lose significantly more than the premiums it receives in highly
volatile market conditions.
The
Fund will segregate cash and/or other liquid assets in an amount equal to the
Fund’s obligations under each Short Put so that each option sold will be
secured, or “covered.” The Adviser intends to limit the use of leverage by
ensuring that the Fund’s potential obligations from the Short Puts will not
exceed the Fund’s total net assets.
The Adviser employs a disciplined portfolio
construction process that relies on guidelines to govern capital allocations
based on a quantitative methodology designed by the Adviser to measure the
perceived risk of the broad U.S. equity market. In making this determination,
the Adviser considers various factors including but not limited to the overall
volatility (rate of change) in the markets. The Adviser bases allocation
decisions on a combination of quantitative risk metrics and a qualitative
assessment of potential risk/reward scenarios, with the ultimate goals of
mitigating the effects of volatility in the Fund’s portfolio and maintaining
adequate portfolio diversification while seeking to achieve the Fund’s targeted
return. The Adviser evaluates the metrics associated with the valuation of
options, including volatility, time to expiration and the relationship of the
exercise price to the prevailing market price of the reference asset. There can
be no guarantee that the Adviser will be successful in implementing the Fund’s
strategy. During market conditions in which market volatility rises, the price
of options could rise, which, in turn, could have a detrimental effect on the
Fund’s performance and achieving its targeted return.
Principal Investment Risks
The
principal risks of investing in the Fund are summarized below. The
principal risks are presented in alphabetical order to facilitate finding
particular risks and comparing them with those of other funds. Each risk
summarized below is considered a “principal risk” of investing in the Fund,
regardless of the order in which it appears. As with any investment, there is a risk that you could
lose all or a portion of your investment in the Fund. Some or
all of these risks may adversely affect the Fund’s net asset value (“NAV”),
trading price, yield, total return and/or ability to meet its
objective. The following risks could affect the value of your investment in
the Fund:
•Below
Investment Grade Bonds Risk. The
Fund’s investments in below investment grade bonds are subject to a greater risk
of loss of income and principal than higher grade debt securities. The Fund’s
investments in below investment grade bonds also subject the Fund to greater
levels of interest rate, credit and liquidity risk than funds that do not invest
in such securities. Issuers of below investment grade bonds are often highly
leveraged and are more vulnerable to changes in the economy. These securities
are considered predominately speculative with respect to the issuer’s continuing
ability to make principal and interest payments.
•California
and New York Municipal Securities Risk. Because
the Fund invests substantially in California and New York municipal instruments,
it is more exposed to the impact of negative political, economic and statutory
factors within California and New York than a fund that invests more
widely.
•Derivatives
Securities Risk.
The Fund invests in options that derive their performance from the performance
of the S&P 500 Index. Derivatives, such as the options in which the Fund
invests, can be volatile and involve various types and degrees of risks,
depending upon the characteristics of a particular derivative. Derivatives may
entail investment exposures that are greater than their cost would suggest,
meaning that a small investment in a derivative could have a substantial impact
on the performance of the Fund. The Fund could experience a loss if its
derivatives do not perform as anticipated, or are not correlated with the
performance of their underlying asset or if the Fund is unable to purchase or
liquidate a position because of an illiquid secondary market. The market for
many derivatives is, or suddenly can become, illiquid. Changes in liquidity may
result in significant, rapid, and unpredictable changes in the prices for
derivatives.
•ETF
Risks.
The Fund is an ETF and invests in other ETFs, and, as a result of this
structure, is exposed directly or indirectly to the following risks:
◦Authorized
Participants, Market Makers, and Liquidity Providers Concentration
Risk. The
Fund has a limited number of financial institutions that may act as Authorized
Participants (“APs”). In addition, there may be a limited number of market
makers and/or liquidity providers in the marketplace. To the extent either of
the following events occur, Shares may trade at a material discount to NAV and
possibly face delisting: (i) APs exit the business or otherwise become
unable to process creation and/or redemption orders and no other APs step
forward to perform these services, or (ii) market makers and/or liquidity
providers exit the business or significantly reduce their business activities
and no other entities step forward to perform their functions.
◦Cash
Redemption Risk. The
Fund’s investment strategy may require it to redeem Shares for cash or to
otherwise include cash as part of its redemption proceeds. For example, the Fund
may not be able to redeem in-kind certain securities held by the Fund
(e.g.,
short positions, derivative instruments, and bonds that cannot be broken up
beyond certain minimum sizes needed for transfer and settlement). In such a
case, the Fund may be required to sell or unwind portfolio investments to obtain
the cash needed to distribute redemption proceeds. This may cause the Fund to
recognize a capital gain that it might not have recognized if it had made a
redemption in-kind. As a result, the Fund may pay out higher annual capital gain
distributions than if the in-kind redemption process was used.
◦Costs
of Buying or Selling Shares.
Due to the costs of buying or selling Shares, including brokerage commissions
imposed by brokers and bid/ask spreads, frequent trading of Shares may
significantly reduce investment results and an investment in Shares may not be
advisable for investors who anticipate regularly making small investments.
◦Shares
May Trade at Prices Other Than NAV. As
with all ETFs, Shares may be bought and sold in the secondary market at market
prices. Although it is expected that the market price of Shares will approximate
the Fund’s NAV, there may be times when the market price of Shares is more than
the NAV intra-day (premium) or less than the NAV intra-day (discount) due to
supply and demand of Shares or during periods of market volatility. This risk is
heightened in times of market volatility, periods of steep market declines, and
periods when there is limited trading activity for Shares in the secondary
market, in which case such premiums or discounts may be significant.
◦Trading. Although
Shares are listed for trading on the NYSE Arca, Inc. (the “Exchange”) and may be
traded on U.S. exchanges other than the Exchange, there can be no assurance that
Shares will trade with any volume, or at all, on any stock exchange. In stressed
market conditions, the liquidity of Shares may begin to mirror the liquidity of
the Fund’s underlying portfolio holdings, which can be significantly less liquid
than Shares.
•Fixed
Income Risk.
Current
market conditions and the actions of governmental authorities and regulators in
response to COVID-19 and its far-reaching effects present heightened risks to
the fixed income market generally. Such risks could be further heightened if
such market conditions become more volatile or the governmental and regulatory
actions are unexpectedly or suddenly reversed or are ineffective in achieving
their desired outcomes. In addition, the current environment is exposing
fixed-income and debt markets to significant volatility and reduced liquidity
for Fund investments.
◦Call
Risk.
During periods of falling interest rates, an issuer of a callable bond held by
the Fund may “call” or repay the security before its stated maturity, and the
Fund may have to reinvest the proceeds at lower interest rates, resulting in a
decline in the Fund’s income.
◦Credit
Risk.
Debt issuers and other counterparties may not honor their obligations or may
have their debt downgraded by ratings agencies.
◦Extension
Risk.
During periods of rising interest rates, certain debt obligations will be paid
off substantially more slowly than originally anticipated and the value of those
securities may fall sharply, resulting in a decline in the Fund’s income and
potentially in the value of the Fund’s investments.
◦Interest
Rate Risk.
An increase in interest rates may cause the value of fixed-income securities
held by the Fund to decline. The Fund may be subject to a greater risk of rising
interest rates due to the current period of historically low rates and the
effect of potential government fiscal policy initiatives and resulting market
reaction to those initiatives.
•Implied
Volatility Risk. When
the Fund sells an option, it gains the amount of the premium it receives, but
also incurs a liability representing the value of the option it has sold until
the option is either exercised and finishes “in the money,” meaning it has value
and can be sold, or the option expires worthless, or the expiration of the
option is “rolled,” or extended forward. The value of the options in which the
Fund invests is based partly on the volatility used by market participants to
price such options (i.e.,
implied volatility). Accordingly, increases in the implied volatility of such
options will cause the value of such options to increase (even if the prices of
the options’ underlying stocks do not change), which will result in a
corresponding increase in the liabilities of the Fund under such options and
thus decrease the Fund’s NAV.
•Limited
Operating History. The
Fund is a recently organized investment company with a limited operating
history. As a result, prospective investors have a limited track record or
history on which to base their investment decision.
•Market
Risk. The
trading prices of securities and other instruments fluctuate in response to a
variety of factors. These factors include events impacting the entire market or
specific market segments, such as political, market and economic developments,
as well as events that impact specific issuers. The Fund’s NAV and market price,
like security and commodity prices generally, may fluctuate significantly in
response to these and other factors. As a result, an investor could lose money
over short or long periods of time. U.S. and international markets have
experienced significant periods of volatility in recent years due to a number of
these factors, including the impact of the COVID-19 pandemic and related public
health issues, growth concerns in the U.S. and overseas, uncertainties regarding
interest rates, trade tensions and the threat of tariffs imposed by the U.S. and
other countries. These developments as well as other events could result in
further market volatility and negatively affect financial asset prices, the
liquidity of certain securities and the normal operations of securities
exchanges and other markets. It is unknown how long circumstances related to the
pandemic will persist, whether they will reoccur in the future, whether efforts
to support the economy and financial markets will be successful, and what
additional implications may follow from the pandemic. The impact of these events
and other epidemics or pandemics in the future could adversely affect Fund
performance.
•Municipal
Securities Risk. Municipal
securities can be significantly affected by political or economic changes,
including changes made in the law after issuance of the securities, as well as
uncertainties in the municipal market related to taxation, legislative changes
or the rights of municipal security holders, including in connection with an
issuer insolvency. Municipal securities backed by current or anticipated
revenues from a specific project or specific assets can be negatively affected
by the inability to collect revenues from the project or the assets.
•Options
Risk.
Selling (writing) and buying options are speculative activities and entail
greater than ordinary investment risks. The Fund’s use of put options can lead
to losses because of adverse movements in the price or value of the underlying
asset, which may be magnified by certain features of the options. When selling a
put option, the Fund will receive a premium; however, this premium may not be
enough to offset a loss incurred by the Fund if the price of the underlying
asset is below the strike price by an amount equal to or greater than the
premium. Purchasing of put options involves the payment of premiums, which may
adversely affect the Fund’s performance. Purchasing a put option gives the
purchaser of the option the right to sell a specified quantity of an underlying
asset at a fixed exercise price over a defined period of time. Purchased put
options may expire worthless resulting in the Fund’s loss of the premium it paid
for the option.
The
value of an option may be adversely affected if the market for the option
becomes less liquid or smaller, and will be affected by changes in the value or
yield of the option’s underlying asset, an increase in interest rates, a change
in the actual or perceived volatility of the stock market or the underlying
asset and the remaining time to expiration. Additionally, the value of an option
does not increase or decrease at the same rate as the underlying asset. The
Fund’s use of options may reduce the Fund’s ability to profit from increases in
the value of the underlying asset. If the price of the underlying asset of an
option is above the strike price of a written put option, the value of the
option, and consequently of the Fund, may decline significantly more than if the
Fund invested directly in the underlying asset instead of using options. While
the Fund will segregate liquid assets at least equal in value to the maximum
potential loss for the Fund, the Fund could still lose a significant amount or
nearly all of its value if the price of an underlying asset changes
significantly enough.
•Tax
Risk.
If
positions held by the Fund were treated as “straddles” for federal income tax
purposes, or the Fund’s risk of loss with respect to a position was otherwise
diminished as set forth in Treasury regulations, dividends on stocks that are a
part of such positions would not constitute qualified dividend income subject to
such favorable income tax treatment in the hands of non-corporate shareholders
or eligible for the dividends received deduction for corporate shareholders. In
addition, generally, straddles are subject to certain rules that may affect the
amount, character and timing of the Fund’s gains and losses with respect to
straddle positions.
Because
the Fund intends to be treated as a “qualified fund of funds” (i.e.,
at the close of each quarter of the taxable year at least 50 percent of the
value of its total assets is represented by interests in other regulated
investment companies (“RICs”)), the Fund will generally be eligible to
distribute “exempt-interest dividends” to its shareholders. The Fund may
distribute exempt-interest dividends to the extent of its tax-exempt interest
income, if any, which may include both exempt-interest dividends received from
underlying funds taxable as RICs and interest income received directly by the
Fund on any investments in tax-exempt obligations (i.e.,
obligations that pay interest excluded from gross income under Section 103(a) of
the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”)),
reduced by certain expenses. An underlying fund taxable as a RIC will generally
be eligible to distribute exempt-interest dividends if at least 50% of its total
assets at the close of each quarter of its taxable year consist of tax-exempt
obligations. The Fund may not be a suitable investment for individual retirement
accounts (“IRAs”), for other tax-exempt or tax-deferred accounts or for
investors who are not sensitive to the federal income tax consequences of their
investments. The Underlying Investments may invest in bonds subject to the
federal alternative minimum tax (“AMT”) applicable to non-corporate
shareholders. Shareholders subject to the federal AMT will be required to report
the portion of the Fund’s
distributions attributable to income from
the bonds as a tax preference item in determining their amounts due under the
federal AMT.
Performance
The following
performance information indicates some of the risks of investing in the
Fund. The bar chart shows the Fund’s performance for the
calendar year ended December 31. The table illustrates how the Fund’s average
annual returns for the 1-year and since inception periods compared with those of
a broad measure of market performance. The Fund’s past performance,
before and after taxes, does not necessarily indicate how it will perform in the
future. Updated performance information is also available on the
Fund’s website at www.overlayshares.com
or by calling the Fund at 1-866-704-6857.
Calendar Year Total
Return
The calendar year-to-date total return of the
Fund as of September 30, 2021 was
2.10%. During the period of time shown in the bar
chart, the highest quarterly return
was 4.34% for the quarter ended June 30, 2020, and the
lowest quarterly return was
-2.60% for the quarter ended March 31,
2020.
Average
Annual Total Returns
(for
periods ended December 31, 2020)
|
|
|
|
|
|
|
|
|
Overlay
Shares Municipal Bond ETF |
1-Year |
Since
Inception
(9/30/2019) |
Return Before
Taxes |
6.58% |
6.65% |
Return After Taxes on
Distributions |
5.99% |
6.13% |
Return After Taxes on Distributions and
Sale of Shares |
4.98% |
5.44% |
Bloomberg
1-15 Year Municipal Bond Index
(reflects no deduction for
fees, expenses, or taxes) |
4.73% |
4.43% |
Bloomberg
Municipal Bond Index
(reflects
no deduction for fees, expenses, or taxes) |
5.21% |
4.75% |
After-tax returns are
calculated using the historical highest individual federal marginal income tax
rates during the period covered by the table above and do not reflect the impact
of state and local taxes. Actual after-tax returns depend on an
investor’s tax situation and may differ from those shown. After-tax returns shown are
not relevant to investors who hold their shares through tax-deferred
arrangements such as an IRA or other tax-advantaged
accounts.
Portfolio
Management
|
|
|
|
|
|
Adviser |
Liquid
Strategies, LLC |
Portfolio
Managers |
Bradley
Ball, Adam Stewart, CFA, Shawn Gibson and Justin Boller, CFA, have been
portfolio managers of the Fund since its inception in
2019. |
Purchase
and Sale of Shares
The
Fund issues and redeems Shares at NAV only in large blocks known as “Creation
Units,” which only APs (typically, broker-dealers) may purchase or redeem. The
Fund generally issues and redeems Creation Units in exchange for a portfolio of
securities (the “Deposit Securities”) and/or a designated amount of U.S.
cash.
Shares
are listed on the Exchange, and individual Shares may only be bought and sold in
the secondary market through a broker or dealer at market prices, rather than
NAV. Because Shares trade at market prices rather than NAV, Shares may trade at
a price greater than NAV (premium) or less than NAV (discount).
An
investor may incur costs attributable to the difference between the highest
price a buyer is willing to pay to purchase Shares (the “bid” price) and the
lowest price a seller is willing to accept for Shares (the “ask” price) when
buying or selling Shares in the secondary market. The difference in the bid and
ask prices is referred to as the “bid-ask spread.”
Recent
information regarding the Fund’s NAV, market price, how often Shares traded on
the Exchange at a premium or discount, and bid-ask spreads can be found on the
Fund’s website at www.overlayshares.com.
Tax
Information
Fund
distributions are generally exempt-interest dividends, or are taxable as
ordinary income, qualified dividend income, or capital gains (or a combination),
unless your investment is in an IRA or other tax-advantaged account.
Distributions on investments made through tax-deferred arrangements may be taxed
later upon withdrawal of assets from those accounts.
Financial
Intermediary Compensation
If
you purchase Shares through a broker-dealer or other financial intermediary
(such as a bank) (an “Intermediary”), the Adviser or its affiliates may pay
Intermediaries for certain activities related to the Fund, including
participation in activities that are designed to make Intermediaries more
knowledgeable about exchange-traded products, including the Fund, or for other
activities, such as marketing, educational training or other initiatives related
to the sale or promotion of Shares. These payments may create a conflict of
interest by influencing the Intermediary and your salesperson to recommend the
Fund over another investment. Any such arrangements do not result in increased
Fund expenses. Ask your salesperson or visit the Intermediary’s website for more
information.
ADDITIONAL
INFORMATION ABOUT THE FUNDS
Investment
Objectives
Each
Fund’s investment objective has been adopted as a non-fundamental investment
policy and may be changed without shareholder approval upon written notice to
shareholders.
Principal
Investment Strategies
Each
Fund has adopted a policy to comply with Rule 35d-1 under the Investment Company
Act of 1940. Such policies have been adopted as non-fundamental investment
policies and may be changed without shareholder approval upon 60 days’ written
notice to shareholders. With respect to the relevant policies below, a Fund
defines “equity securities” to mean common and preferred stocks, rights,
warrants, depositary receipts, equity interests in real estate investment
trusts, and master limited partnerships.
Under
normal circumstances, at least 80% of the Large Cap Equity ETF’s net assets,
plus borrowings for investment purposes, will be invested, directly or
indirectly, in equity securities of large-cap companies. For purposes of the
foregoing policy, the Overlay Shares Large Cap Equity ETF defines “large-cap
companies” as those within the range of capitalizations of the S&P 500
Index.
Under
normal circumstances, at least 80% of the Small Cap Equity ETF’s net assets,
plus borrowings for investment purposes, will be invested, directly or
indirectly, in equity securities of small-cap companies. For purposes of the
foregoing policy, the Overlay Shares Small Cap Equity ETF defines “small-cap
companies” as those within the range of capitalizations of the Russell 2000
Index.
Under
normal circumstances, at least 80% of the Foreign Equity ETF’s net assets, plus
borrowings for investment purposes, will be invested, directly or indirectly, in
equity securities of non-U.S. companies. For purposes of the foregoing policy,
the Foreign Equity ETF defines “securities of non-U.S. companies” as those that
are principally traded on a non-U.S. stock exchange, are issued by companies
incorporated in a non-U.S. country, or depositary receipts representing such
securities.
Under
normal circumstances, at least 80% of the Hedged Large Cap Equity ETF’s net
assets, plus borrowings for investment purposes, will be invested, directly or
indirectly through ETFs, in equity securities of large-cap companies. For
purposes of the foregoing policy, the Hedged Large Cap Equity ETF defines
“large-cap companies” as those within the range of capitalizations of the
S&P 500 Index.
Under
normal circumstances, at least 80% of the Core Bond ETF’s net assets, plus
borrowings for investment purposes, will be invested, directly or indirectly, in
bonds.
Under
normal circumstances, at least 80% of the Short Term Bond ETF’s net assets, plus
borrowings for investment purposes, will be invested, directly or indirectly
through ETFs, in bonds.
Under
normal circumstances, at least 80% of the Municipal Bond ETF’s net assets, plus
borrowings for investment purposes, will be invested, directly or indirectly, in
municipal bonds.
Principal
Investment Risks
An
investment in a Fund entails risks. A Fund could lose money, or its performance
could trail that of other investment alternatives. The following provides
additional information about the Funds’ principal risks. It is important that
investors closely review and understand these risks before making an investment
decision. Each risk applies to each Fund unless otherwise specified. Just as in
each Fund’s summary section above, the principal risks below are presented in
alphabetical order to facilitate finding particular risks and comparing them
with those of other funds. Each risk summarized below is considered a “principal
risk” of investing in the applicable Fund, regardless of the order in which it
appears.
•Below
Investment Grade Bonds Risk (Municipal
Bond ETF only).
Securities
rated “BB” or below by S&P or “Ba” or below by Moody’s are known as high
yield securities and are commonly referred to as “junk bonds.” Such securities
entail greater price volatility and credit and interest rate risk than
investment-grade securities. Analysis of the creditworthiness of high yield
issuers is more complex than for higher-rated securities, making it more
difficult for the Adviser to accurately predict risk. There is a greater risk
with high yield fixed income securities that an issuer will not be able to make
principal and interest payments when due. If the Fund pursues missed payments,
there is a risk that Fund expenses could increase. In addition, lower-rated
securities may not trade as often and may be less liquid than higher-rated
securities, especially during periods of economic uncertainty or change. As a
result of all of these factors, these securities are generally considered to be
speculative.
•California
Municipal Securities Risk
(Municipal
Bond ETF only).
The Fund will invest in municipal securities issued by or on behalf of
California. As a result, the Fund is more exposed to risks affecting issuers of
California municipal securities than is a municipal securities fund that invests
more widely. Such risks include, but are not limited to, the strength of the
housing market and the growth in construction spending; constitutional
limitations affecting the ability of the State of California and municipalities
to address financial downturns, including limitations on the ability of the
State of California or municipalities to raise taxes, fees or charges without
voter approval; the impact of federal tax law changes; the performance of the
national and California economies; the impact of international events on
consumer confidence, oil supplies and oil prices; the impact of
behavioral
changes in reaction to income and sales tax increases; shifts in monetary policy
affecting interest rates and the financial markets; the magnitude of pension and
post-retirement health care commitments, and the impact on the funding of such
benefits of lower than expected returns; the impact of consumer spending on tax
collections; increased demand in entitlement-based and claims-based programs
such as Medicaid, public assistance and general public health; access to the
capital markets in light of disruptions in the market; litigation against the
State of California; the risk of earthquakes or other natural catastrophes upon
the State of California or localities; actions taken by the federal government,
including audits, disallowances, changes in aid levels, and changes to Medicaid
rules; and any reduction in the creditworthiness of issuers of California
municipal securities.
•Credit
Risk
(Core
Bond ETF, Short Term Bond ETF, and Municipal Bond ETF only).
Credit risk is the risk that an issuer or guarantor of debt instruments or the
counterparty to a derivatives contract, repurchase agreement or loan of
portfolio securities will be unable or unwilling to make its timely interest
and/or principal payments or to otherwise honor its obligations. Debt
instruments are subject to varying degrees of credit risk, which may be
reflected in their credit ratings. There is the chance that a Fund’s portfolio
holdings will have their credit ratings downgraded or will default (i.e.,
fail to make scheduled interest or principal payments), potentially reducing the
Fund’s income level or share price.
•Currency
Exchange Rate Risk (Foreign
Equity ETF
only).
Changes in currency exchange rates and the relative value of non-U.S. currencies
will affect the value of the Fund’s investments and the value of your Shares.
Because the Fund’s NAV is determined on the basis of U.S. dollars, the U.S.
dollar value of your investment in the Fund may go down if the value of the
local currency of the non-U.S. markets in which the Fund invests depreciates
against the U.S. dollar. This is true even if the local currency value of
securities in the Fund’s holdings goes up. Conversely, the dollar value of your
investment in the Fund may go up if the value of the local currency appreciates
against the U.S. dollar. The value of the U.S. dollar measured against other
currencies is influenced by a variety of factors. These factors include:
national debt levels and trade deficits, changes in balances of payments and
trade, domestic and foreign interest and inflation rates, global or regional
political, economic or financial events, monetary policies of governments,
actual or potential government intervention, and global energy prices. Political
instability, the possibility of government intervention and restrictive or
opaque business and investment policies may also reduce the value of a country’s
currency. Government monetary policies and the buying or selling of currency by
a country’s government may also influence exchange rates. Currency exchange
rates can be very volatile and can change quickly and unpredictably. As a
result, the value of an investment in the Fund may change quickly and without
warning, and you may lose money.
•Derivatives
Securities Risk.
The Fund invests in options that derive their performance from the performance
of the S&P 500 Index. Derivatives, such as the options in which the Fund
invests, can be volatile and involve various types and degrees of risks,
depending upon the characteristics of a particular derivative. Derivatives may
entail investment exposures that are greater than their cost would suggest,
meaning that a small investment in a derivative could have a substantial impact
on the performance of the Fund. The Fund could experience a loss if its
derivatives do not perform as anticipated, or are not correlated with the
performance of their underlying asset or if the Fund is unable to purchase or
liquidate a position because of an illiquid secondary market. The market for
many derivatives is, or suddenly can become, illiquid. Changes in liquidity may
result in significant, rapid, and unpredictable changes in the prices for
derivatives.
•Emerging
Markets Risk (Foreign
Equity ETF
only).
The Fund’s direct or indirect investments in securities of issuers in emerging
market countries are subject to all of the risks of foreign investing generally,
and have additional heightened risks due to a lack of established legal,
political, business, and social frameworks to support securities markets,
including: delays in settling portfolio securities transactions; currency and
capital controls; greater sensitivity to interest rate changes; pervasiveness of
corruption and crime; currency exchange rate volatility; and inflation,
deflation, or currency devaluation.
•Equity
Market Risk (Large
Cap ETF, Small Cap ETF, Foreign Equity ETF, and Hedged Large Cap Equity ETF
only).
The
trading prices of equity securities and other instruments fluctuate in response
to a variety of factors. The Fund’s NAV and market price may fluctuate
significantly in response to these and other factors. As a result, an investor
could lose money over short or long periods of time.
•ETF
Risks.
The Fund is an ETF and invests in other ETFs, and, as a result of this
structure, is exposed directly or indirectly to the following risks:
◦Authorized
Participants, Market Makers, and Liquidity Providers Concentration
Risk.
The Fund has a limited number of financial institutions that may act as APs. In
addition, there may be a limited number of market makers and/or liquidity
providers in the marketplace. To the extent either of the following events
occur, Shares may trade at a material discount to NAV and possibly face
delisting: (i) APs exit the business or otherwise become unable to process
creation and/or redemption orders and no other APs step forward to perform these
services, or (ii) market makers and/or liquidity providers exit the business or
significantly reduce their business activities and no other entities step
forward to perform their functions.
◦Cash
Redemption Risk. The
Fund’s investment strategy may at times require it to redeem Shares for cash or
to otherwise include cash as part of its redemption proceeds. For example, the
Fund may not be able to redeem in-kind certain securities held by the Fund
(e.g.,
TBA transactions, short positions, derivative instruments, and bonds that cannot
be broken up beyond
certain
minimum sizes needed for transfer and settlement). In such a case, the Fund may
be required to sell or unwind portfolio investments to obtain the cash needed to
distribute redemption proceeds. This may cause the Fund to recognize a capital
gain that it might not have recognized if it had made a redemption in-kind. As a
result, the Fund may pay out higher annual capital gain distributions than if
the in-kind redemption process was used.
◦Costs
of Buying or Selling Shares.
Investors buying or selling Shares in the secondary market will pay brokerage
commissions or other charges imposed by brokers, as determined by that broker.
Brokerage commissions are often a fixed amount and may be a significant
proportional cost for investors seeking to buy or sell relatively small amounts
of Shares. In addition, secondary market investors will also incur the cost of
the difference between the price at which an investor is willing to buy Shares
(the “bid” price) and the price at which an investor is willing to sell Shares
(the “ask” price). This difference in bid and ask prices is often referred to as
the “spread” or “bid/ask spread.” The bid/ask spread varies over time for Shares
based on trading volume and market liquidity, and is generally lower if Shares
have more trading volume and market liquidity and higher if Shares have little
trading volume and market liquidity. Further, a relatively small investor base
in the Fund, asset swings in the Fund and/or increased market volatility may
cause increased bid/ask spreads. Due to the costs of buying or selling Shares,
including bid/ask spreads, frequent trading of Shares may significantly reduce
investment results and an investment in Shares may not be advisable for
investors who anticipate regularly making small investments.
◦Shares
May Trade at Prices Other Than NAV.
As with all ETFs, Shares may be bought and sold in the secondary market at
market prices. Although it is expected that the market price of Shares will
approximate the Fund’s NAV, there may be times when the market price of Shares
is more than the NAV intra-day (premium) or less than the NAV intra-day
(discount) due to supply and demand of Shares or during periods of market
volatility. This risk is heightened in times of market volatility or periods of
steep market declines and periods when there is limited trading activity for
Shares in the secondary market, in which case such premiums or discounts may be
significant. The market price of Shares during the trading day, like the price
of any exchange-traded security, includes a “bid/ask” spread charged by the
exchange specialist, market makers or other participants that trade Shares. In
times of severe market disruption, the bid/ask spread can increase
significantly. At those times, Shares are most likely to be traded at a discount
to NAV, and the discount is likely to be greatest when the price of Shares is
falling fastest, which may be the time that you most want to sell your Shares.
The Adviser believes that, under normal market conditions, large market price
discounts or premiums to NAV will not be sustained because of arbitrage
opportunities. To the extent a Fund holds securities that trade on foreign
exchanges that are closed when such Fund’s primary listing exchange is open,
such Fund is likely to experience premiums and discounts greater than those of
domestic ETFs.
◦Trading.
Although Shares are listed for trading on the Exchange and may be listed or
traded on U.S. and non-U.S. stock exchanges other than the Exchange, there can
be no assurance that an active trading market for such Shares will develop or be
maintained. Trading in Shares may be halted due to market conditions or for
reasons that, in the view of the Exchange, make trading in Shares inadvisable.
In addition, trading in Shares on the Exchange is subject to trading halts
caused by extraordinary market volatility pursuant to Exchange “circuit breaker”
rules, which temporarily halt trading on the Exchange when a decline in the
S&P 500 Index during a single day reaches certain thresholds (e.g.,
7%, 13%, and 20%). Additional rules applicable to the Exchange may halt trading
in Shares when extraordinary volatility causes sudden, significant swings in the
market price of Shares. There can be no assurance that Shares will trade with
any volume, or at all, on any stock exchange. In stressed market conditions, the
liquidity of Shares may begin to mirror the liquidity of the Fund’s underlying
portfolio holdings, which can be significantly less liquid than Shares.
•Fixed
Income Risk
(Core
Bond ETF, Short Term Bond ETF, and Municipal Bond ETF only).
Current
market conditions and the actions of governmental authorities and regulators in
response to COVID-19 and its far-reaching effects present heightened risks to
the fixed income market generally. Such risks could be further heightened if
such market conditions become more volatile or the governmental and regulatory
actions are unexpectedly or suddenly reversed or are ineffective in achieving
their desired outcomes. In addition, the current environment is exposing
fixed-income and debt markets to significant volatility and reduced liquidity
for Fund investments.
◦Call
Risk.
During periods of falling interest rates, an issuer of a callable bond held by a
Fund may “call” or repay the security before its stated maturity, and a Fund may
have to reinvest the proceeds at lower interest rates, resulting in a decline in
the Fund’s income.
◦Credit
Risk.
Debt issuers and other counterparties may not honor their obligations or may
have their debt downgraded by ratings agencies.
◦Extension
Risk.
During periods of rising interest rates, certain debt obligations will be paid
off substantially more slowly than originally anticipated and the value of those
securities may fall sharply, resulting in a decline in a Fund’s income and
potentially in the value of the Fund’s investments.
◦Interest
Rate Risk.
An increase in interest rates may cause the value of fixed-income securities
held by a Fund to decline. A Fund may be subject to a greater risk of rising
interest rates due to the current period of historically low rates and the
effect of
potential
government fiscal policy initiatives and resulting market reaction to those
initiatives. Variable and floating rate securities may increase or decrease in
value in response to changes in interest rates, although generally to a lesser
degree than fixed-income securities.
•Foreign
Securities Risk (Foreign
Equity ETF only).
Investments in non-U.S. securities involve certain risks that may not be present
with investments in U.S. securities. These include risks of adverse changes in
foreign economic, political, regulatory and other conditions, or changes in
currency exchange rates or exchange control regulations (including limitations
on currency movements and exchanges). The securities of some foreign companies
may be less liquid and, at times, more volatile than securities of comparable
U.S. companies. There may be less information publicly available about a
non-U.S. issuer than a U.S. issuer. Non-U.S. issuers may be subject to different
accounting, auditing, financial reporting and investor protection standards than
U.S. issuers. Investments in non-U.S. securities may be subject to withholding
or other taxes and may be subject to additional trading, settlement, custodial,
and operational risks. With respect to certain countries, there is the
possibility of government intervention and expropriation or nationalization of
assets. Because legal systems differ, there is also the possibility that it will
be difficult to obtain or enforce legal judgments in certain countries. Since
foreign exchanges may be open on days when the Fund does not price its shares,
the value of the securities in the Fund’s portfolio may change on days when
shareholders will not be able to purchase or sell the Fund’s shares. Conversely,
Shares may trade on days when foreign exchanges are close. Each of these factors
can make investments in the Fund more volatile and potentially less liquid than
other types of investments.
•Geographic
Investment Risk
(Foreign
Equity ETF only).
To the extent the Fund invests a significant portion of its assets in the
securities of companies of a single country or region, it is more likely to be
impacted by events or conditions affecting that country or region.
◦Risks
Related to Investing in China.
The
economy of China differs, often unfavorably, from the U.S. economy in such
respects as structure, general development, government involvement, wealth
distribution, rate of inflation, growth rate, allocation of resources and
capital reinvestment, among others. Under China’s political and economic system,
the central government has historically exercised substantial control over
virtually every sector of the Chinese economy through administrative regulation
and/or state ownership. Since 1978, the Chinese government has been, and is
expected to continue, reforming its economic policies, which has resulted in
less direct central and local government control over the business and
production activities of Chinese enterprises and companies. Notwithstanding the
economic reforms instituted by the Chinese government and the Chinese Communist
Party, actions of the Chinese central and local government authorities continue
to have a substantial effect on economic conditions in China, which could affect
the public and private sector companies in which the Fund may invest. In the
past, the Chinese government has from time to time taken actions that influence
the prices at which certain goods may be sold, encourage companies to invest or
concentrate in particular industries, induce mergers between companies in
certain industries and induce private companies to publicly offer their
securities to increase or continue the rate of economic growth, and control the
rate of inflation or otherwise regulate economic expansion and it may take such
actions in the future as well. Such actions and a variety of other centrally
planned or determined activities by the Chinese government could have a
significant adverse effect on economic conditions in China and the economic
prospects for, and the market prices and liquidity of, the securities of Chinese
companies and the payments of dividends and interest by Chinese companies. In
addition, expropriation, including nationalization, confiscatory taxation,
political, economic or social instability or other developments could adversely
affect and significantly diminish the values of the Chinese companies in which
the Fund may invest. Additionally, from time to time, China has experienced
outbreaks of infectious illnesses, including COVID-19, and the country may be
subject to other public health threats, diseases or similar issues in the
future. The Fund may invest in shares of Chinese companies traded on stock
markets in Mainland China or Hong Kong. These stock markets have recently
experienced high levels of volatility, which may continue in the future. The
Hong Kong stock market may behave differently from the Mainland China stock
market and there may be little to no correlation between the performance of the
Hong Kong stock market and the Mainland China stock market. From time to
time, certain of the companies comprising the Index may operate in, or have
dealings with, countries subject to sanctions or embargoes imposed by the U.S.
government and the United Nations and/or in countries identified by the U.S.
government as state sponsors of terrorism. One or more of these companies may be
subject to constraints under U.S. law or regulations which could negatively
affect the company’s performance. Additionally, one or more of these
companies may suffer damage to its reputation if it is identified as a company
which invests or deals with countries which are identified by the U.S.
government as state sponsors of terrorism or subject to sanctions. As an
investor in such companies, an investing fund will be indirectly subject to
these risks.
◦Risks
of Investing in India. India
is an emerging market and exhibits significantly greater market volatility from
time to time in comparison to more developed markets. Political and legal
uncertainty, greater government control over the economy, currency fluctuations
or blockage and the risk of nationalization or expropriation of assets may
result in higher potential for losses. Moreover, governmental actions can have a
significant effect on the economic conditions in India, which could adversely
affect the value and liquidity of the Fund’s investments. The securities markets
in India are comparatively underdeveloped, and stockbrokers and other
intermediaries may not perform as well as their counterparts in the United
States
and
other more developed securities markets. The limited liquidity of the Indian
securities markets may also affect the Fund’s ability to acquire or dispose of
securities at the price and time that it desires.
Global
factors and foreign actions may inhibit the flow of foreign capital on which
India is dependent to sustain its growth. In addition, the Reserve Bank of India
(“RBI”) has imposed limits on foreign ownership of Indian securities, which may
decrease the liquidity of the Fund’s portfolio and result in extreme volatility
in the prices of Indian securities. These factors, coupled with the lack of
extensive accounting, auditing and financial reporting standards and practices,
as compared to the United States, may increase the Fund’s risk of loss. Further,
certain Indian regulatory approvals, including approvals from the Securities and
Exchange Board of India, the RBI, the central government and the tax authorities
(to the extent that tax benefits need to be utilized), may be required before
the Fund can make investments in the securities of Indian companies.
◦Risks
Related to Investing in Japan.
The Japanese economy may be subject to considerable degrees of economic,
political and social instability, which could have a negative impact on Japanese
securities. Japan’s economic growth rate has remained relatively low for an
extended period of time and it may remain low in the future. In addition, Japan
is subject to the risk of natural disasters, such as earthquakes, volcanoes,
typhoons and tsunamis. Additionally, decreasing U.S. imports, new trade
regulations, changes in the U.S. dollar exchange rates, a recession in the
United States or continued increases in foreclosure rates may have an adverse
impact on the economy of Japan. Japan also has few natural resources, and any
fluctuation or shortage in the commodity markets could have a negative impact on
Japanese securities.
◦Risks
of Investing in Taiwan. Investments
in Taiwanese issuers may subject the Fund to risks specific to Taiwan. Taiwan is
a small island state with few raw material resources and limited land area and
is reliant on imports for its commodity needs. Any fluctuations or shortages in
the commodity markets could have a negative impact on the Taiwanese economy.
Also, continued labor outsourcing may adversely affect the Taiwanese economy.
Taiwan’s economy is intricately linked with economies of Asian countries that
have experienced over-extensions of credit, frequent and pronounced currency
fluctuations, currency devaluations, currency repatriation, rising unemployment
and fluctuations in inflation. The Taiwanese economy is dependent on the
economies of Japan and China, as well as the United States, and negative changes
in their economies or a reduction in purchases by any of them of Taiwanese
products and services would likely have an adverse impact on the Taiwanese
economy. Taiwan’s geographic proximity to China and Taiwan’s history of
political contention with China have resulted in ongoing tensions with China,
including the risk of war with China. These tensions may materially affect the
Taiwanese economy and securities markets.
◦Risks
Related to Investing in Western Europe.
Most developed countries in Western Europe are members of the European Union
(EU), and many are also members of the European Monetary Union (EMU), which
requires compliance with restrictions on inflation rates, deficits, and debt
levels. Unemployment in certain European nations is historically high and
several countries face significant debt problems. These conditions can
significantly affect every country in Europe. The euro is the official currency
of the EU. Funds that invest in Europe may have significant exposure to the euro
and events affecting the euro. Recent market events affecting several of the EU
member countries have adversely affected the sovereign debt issued by those
countries, and ultimately may lead to a decline in the value of the euro. A
significant decline in the value of the euro may produce unpredictable effects
on trade and commerce generally and could lead to increased volatility in
financial markets worldwide.
In
addition, on January 31, 2020, the U.K. formally withdrew from the EU (commonly
referred to as “Brexit”) and entered an 11-month transition period, which
concluded on December 31, 2020, with the U.K. leaving the EU single market and
customs union under the terms of a new trade agreement. The agreement governs
the new relationship between the United Kingdom (UK) and EU with respect to
trading goods and services, but critical aspects of the relationship remain
unresolved and subject to further negotiation and agreement. There is still
considerable uncertainty relating to the potential consequences associated with
the exit and whether the UK’s exit will increase the likelihood of other
countries also departing the EU. Any exits from the EU, or the possibility of
such exits, may have a significant impact on the UK, Europe, and global
economies, which may result in increased volatility and illiquidity, new legal
and regulatory uncertainties and potentially lower economic growth for these
economies that could potentially have an adverse effect on the value of the
Fund’s investments. In addition, the UK has been a target of terrorism in the
past. Acts of terrorism in Europe or the UK or against such countries’ interests
abroad may cause uncertainty in the European or UK financial markets and
adversely affect the performance of the issuers to which the Fund has
exposure.
•Geopolitical
Risk
(Foreign
Equity ETF only).
Some
countries and regions in which the Fund invests have experienced security
concerns, war or threats of war and aggression, terrorism, economic uncertainty,
natural and environmental disasters and/or systemic market dislocations that
have led, and in the future may lead, to increased short-term market volatility
and may have adverse long-term effects on the U.S. and world economies and
markets generally. Such geopolitical and other events may also disrupt
securities markets and, during such market disruptions, the Fund’s exposure to
the other risks described herein will likely increase. Each of the foregoing may
negatively impact the Fund’s investments.
•Government
Obligations Risk (Core
Bond ETF and Short Term Bond ETF only).
Obligations
issued or guaranteed by the U.S. government, its agencies, authorities and
instrumentalities and backed by the full faith and credit of the United States
only guarantee principal and interest will be timely paid to holders of the
securities. The entities do not guarantee that the value of the securities will
increase and, in fact, the market values of such obligations may fluctuate. In
addition, not all U.S. government securities are backed by the full faith and
credit of the United States; some are the obligation solely of the entity
through which they are issued. There is no guarantee that the U.S. government
would provide financial support to its agencies and instrumentalities if not
required to do so by law.
•Implied
Volatility Risk. When
the Fund sells an option, it gains the amount of the premium it receives, but
also incurs a liability representing the value of the option it has sold until
the option is either exercised and finishes “in the money,” meaning it has value
and can be sold, or the option expires worthless, or the expiration of the
option is “rolled,” or extended forward. The value of the options in which the
Fund invests is based partly on the volatility used by market participants to
price such options (i.e.,
implied volatility). Accordingly, increases in the implied volatility of such
options will cause the value of such options to increase (even if the prices of
the options’ underlying stocks do not change), which will result in a
corresponding increase in the liabilities of the Fund under such options and
thus decrease the Fund’s NAV.
•Limited
Operating History. The
Fund is a recently organized investment company with a limited operating
history. As a result, prospective investors have a limited track record or
history on which to base their investment decision.
•Market
Capitalization Risk.
◦Large-Capitalization
Investing (Large Cap ETF, Foreign Equity ETF, and Hedged Large Cap Equity ETF
only).
The
securities of large-capitalization companies may be relatively mature compared
to smaller companies and therefore subject to slower growth during times of
economic expansion. Large-capitalization companies may also be unable to respond
quickly to new competitive challenges, such as changes in technology and
consumer tastes.
◦Mid-Capitalization
Investing (Foreign Equity ETF only).
The
securities of mid-capitalization companies may be more vulnerable to adverse
issuer, market, political, or economic developments than securities of
large-capitalization companies. The securities of mid-capitalization companies
generally trade in lower volumes and are subject to greater and more
unpredictable price changes than large capitalization stocks or the stock market
as a whole. Some medium capitalization companies have limited product lines,
markets, financial resources, and management personnel and tend to concentrate
on fewer geographical markets relative to large-capitalization companies.
◦Small-Capitalization
Investing (Small Cap ETF only).
The securities of small-capitalization companies may be more vulnerable to
adverse issuer, market, political, or economic developments than securities of
larger-capitalization companies. The securities of small-capitalization
companies generally trade in lower volumes and are subject to greater and more
unpredictable price changes than larger capitalization stocks or the stock
market as a whole. Some small capitalization companies have limited product
lines, markets, and financial and managerial resources and tend to concentrate
on fewer geographical markets relative to larger capitalization companies. There
is typically less publicly available information concerning
smaller-capitalization companies than for larger, more established companies.
Small-capitalization companies also may be particularly sensitive to changes in
interest rates, government regulation, borrowing costs and earnings.
•Market
Risk. The
trading prices of securities and other instruments fluctuate in response to a
variety of factors. These factors include events impacting the entire market or
specific market segments, such as political, market and economic developments,
as well as events that impact specific issuers. The Fund’s NAV and market price,
like security and commodity prices generally, may fluctuate significantly in
response to these and other factors. As a result, an investor could lose money
over short or long periods of time. U.S. and international markets have
experienced significant periods of volatility in recent years due to a number of
economic, political and global macro factors, including public health issues,
growth concerns in the U.S. and overseas, uncertainties regarding interest
rates, trade tensions and the threat of tariffs imposed by the U.S. and other
countries. These developments as well as other events could result in further
market volatility and negatively affect financial asset prices, the liquidity of
certain securities and the normal operations of securities exchanges and other
markets, which could have an adverse effect on the Fund.
COVID-19
has resulted in a pandemic and major disruption to economies and markets around
the world, including the United States. The pandemic has resulted in a wide
range of social and economic disruptions, including closed borders, voluntary or
compelled quarantines of large populations, stressed healthcare systems, reduced
or prohibited domestic or international travel, supply chain disruptions, and
so-called “stay-at-home” orders throughout much of the United States and many
other countries. Financial markets have experienced extreme volatility and
severe losses, and trading in many instruments has been disrupted. Some sectors
of the economy and individual issuers have experienced particularly large
losses. Such disruptions may continue for an extended period of time or reoccur
in the future to a similar or greater extent. Liquidity for many instruments has
been greatly reduced for periods of time. Some interest rates are very low and
in some cases yields are negative. In response to these disruptions, the U.S.
government and the Federal Reserve have taken extraordinary actions to support
the domestic economy and
financial
markets, resulting in very low interest rates and in some cases negative yields.
It is unknown how long circumstances related to the pandemic will persist,
whether they will reoccur in the future, whether efforts to support the economy
and financial markets will be successful, and what additional implications may
follow from the pandemic. The impact of these events and other epidemics or
pandemics in the future could adversely affect Fund performance.
•Mortgage-
and Asset-Backed Securities Risk (Core
Bond ETF and Short Term Bond ETF only).
The Fund may invest in U.S. government agency-backed mortgage- and asset-backed
securities. Mortgage- and asset-backed securities are subject to interest rate
risk. Modest movements in interest rates (both increases and decreases) may
quickly and significantly reduce the value of certain types of these securities.
When interest rates fall, mortgage- and asset-backed securities may be subject
to prepayment risk. When interest rates rise, certain types of mortgage- and
asset-backed securities are subject to extension risk. Mortgage- and
asset-backed securities can also be subject to the risk of default on the
underlying residential or commercial mortgage(s) or other assets.
•Municipal
Securities Risk
(Municipal Bond ETF only).
Municipal
securities can be significantly affected by political or economic changes,
including changes made in the law after issuance of the securities, as well as
uncertainties in the municipal market related to taxation, legislative changes
or the rights of municipal security holders, including in connection with an
issuer insolvency. Municipal securities backed by current or anticipated
revenues from a specific project or specific assets can be negatively affected
by the inability to collect revenues from the project or the assets.
•New
York Municipal Securities Risk
(Municipal
Bond ETF only).
The Fund will invest in municipal securities issued by or on behalf of the State
of New York and The City of New York. As a result, the Fund is more exposed to
risks affecting issuers of New York municipal securities than is a municipal
securities fund that invests more widely. Such risks include, but are not
limited to, the condition of the New York and national economies, and the
collection of economically sensitive tax receipts in the amounts projected; the
impact of national and international events; ongoing financial risks in the
Euro-zone; changes in consumer confidence, oil supplies and oil prices; major
terrorist events, hostilities or war; climate change and extreme weather events;
federal statutory and regulatory changes concerning financial sector activities,
federal tax law and other programmatic purposes; changes concerning financial
sector bonus payouts, as well as any future legislation governing the structure
of compensation; shifts in monetary policy affecting interest rates and the
financial markets; the impact of financial and real estate market developments
which may adversely affect bonus income and capital gains realizations; the
impact of the effect of household debt on consumer spending and New York State
tax collections; and the outcomes of litigation and other claims affecting the
State of New York.
•Options
Risk.
Selling (writing) and buying options are speculative activities and entail
greater than ordinary investment risks. The Fund’s use of put options can lead
to losses because of adverse movements in the price or value of the underlying
asset, which may be magnified by certain features of the options. When selling a
put option, the Fund will receive a premium; however, this premium may not be
enough to offset a loss incurred by the Fund if the price of the underlying
asset is below the strike price by an amount equal to or greater than the
premium. Purchasing of put options involves the payment of premiums, which may
adversely affect the Fund’s performance. Purchasing a put option gives the
purchaser of the option the right to sell a specified quantity of an underlying
asset at a fixed exercise price over a defined period of time. Purchased put
options may expire worthless resulting in the Fund’s loss of the premium it paid
for the option.
The
value of an option may be adversely affected if the market for the option
becomes less liquid or smaller, and will be affected by changes in the value or
yield of the option’s underlying asset, an increase in interest rates, a change
in the actual or perceived volatility of the stock market or the underlying
asset and the remaining time to expiration. Additionally, the value of an option
does not increase or decrease at the same rate as the underlying asset. The
Fund’s use of options may reduce the Fund’s ability to profit from increases in
the value of the underlying asset. If the price of the underlying asset of an
option is above the strike price of a written put option, the value of the
option, and consequently of the Fund, may decline significantly more than if the
Fund invested directly in the underlying asset instead of using options. While
the Fund will segregate liquid assets at least equal in value to the maximum
potential loss for the Fund, the Fund could still lose a significant amount or
nearly all of its value if the price of an underlying asset changes
significantly enough.
•Tax
Risk.
If positions held by the Fund were treated as “straddles” for federal income tax
purposes, or the Fund’s risk of loss with respect to a position was otherwise
diminished as set forth in Treasury regulations, dividends on stocks that are a
part of such positions would not constitute qualified dividend income subject to
such favorable income tax treatment in the hands of non-corporate shareholders
or eligible for the dividends received deduction for corporate shareholders. In
addition, generally, straddles are subject to certain rules that may affect the
amount, character and timing of the Fund’s gains and losses with respect to
straddle positions by requiring, among other things, that: (1) any loss realized
on disposition of one position of a straddle may not be recognized to the extent
that the Fund has unrealized gains with respect to the other position in such
straddle; (2) the Fund’s holding period in straddle positions be suspended while
the straddle exists (possibly resulting in a gain being treated as short-term
capital gain rather than long-term capital gain); (3) the losses recognized with
respect to certain straddle positions that are part of a mixed straddle and that
are not subject to Section 1256 of the Internal Revenue Code be treated as 60%
long-term and 40% short-term capital loss; (4) losses recognized with respect to
certain straddle positions that would otherwise constitute short-term capital
losses
be treated as long-term capital losses; and (5) the deduction of interest and
carrying charges attributable to certain straddle positions may be deferred.
Because
the Municipal Bond ETF intends to be treated as a “qualified fund of funds”
(i.e.,
at the close of each quarter of the taxable year at least 50 percent of the
value of its total assets is represented by interests in other RICs), the Fund
will generally be eligible to distribute “exempt-interest dividends” to its
shareholders. The Municipal Bond ETF may distribute exempt-interest dividends to
the extent of its tax-exempt interest income, if any, which may include both
exempt-interest dividends received from underlying funds taxable as RICs and
interest income received directly by the Fund on any investments in tax-exempt
obligations (i.e.,
obligations that pay interest excluded from gross income under Section 103(a) of
the Internal Revenue Code), reduced by certain expenses. An underlying fund
taxable as a RIC will generally be eligible to distribute exempt-interest
dividends if at least 50% of its total assets at the close of each quarter of
its taxable year consist of tax-exempt obligations. The Municipal Bond ETF may
not be a suitable investment for IRAs, for other tax-exempt or tax-deferred
accounts or for investors who are not sensitive to the federal income tax
consequences of their investments. The Underlying Investments may invest in
bonds subject to the federal AMT applicable to non-corporate shareholders.
Shareholders subject to the federal AMT will be required to report the portion
of the Fund’s distributions attributable to income from the bonds as a tax
preference item in determining their amounts due under the federal
AMT.
PORTFOLIO
HOLDINGS INFORMATION
Information
about each Fund’s daily portfolio holdings is available at
www.overlayshares.com. A complete description of the Funds’ policies and
procedures with respect to the disclosure of the Funds’ portfolio holdings is
available in the Funds’ Statement of Additional Information (the “SAI”).
MANAGEMENT
Investment
Adviser
Liquid
Strategies, LLC, a Delaware limited liability company located at 3550 Lenox
Road, Suite 2550, Atlanta, Georgia 30326, serves as the investment adviser for
each Fund. The Adviser, subject to the oversight of the Board of Trustees (the
“Board”) for Listed Funds Trust (the “Trust”), provides an investment program
for each Fund and manages the day-to-day investment of each Fund’s assets. The
Adviser also arranges for transfer agency, custody, fund administration,
distribution and all other services necessary for each Fund to operate. The
Adviser is an SEC-registered investment adviser. As of November 30, 2021, the
Adviser had approximately $692.6 million in assets under
management.
For
the services it provides to the Funds, the Adviser is entitled to a unified
management fee, which is calculated daily and paid monthly, at an annual rate
based on each Fund’s average daily net assets as set forth in the table below.
|
|
|
|
|
|
Fund |
Management
Fee |
Overlay
Shares Large Cap Equity ETF |
0.75% |
Overlay
Shares Small Cap Equity ETF |
0.75% |
Overlay
Shares Foreign Equity ETF |
0.75% |
Overlay
Shares Hedged Large Cap Equity ETF |
0.75% |
Overlay
Shares Core Bond ETF |
0.75% |
Overlay
Shares Short Term Bond ETF |
0.75% |
Overlay
Shares Municipal Bond ETF |
0.75% |
Pursuant
to an investment advisory agreement between the Trust, on behalf of each Fund,
and the Adviser (the “Advisory Agreement”), the Adviser has agreed to pay all
expenses of the Funds except the fee payable to the Adviser under the Advisory
Agreement, interest charges on any borrowings, dividends, and other expenses on
securities sold short, taxes, brokerage commissions and other expenses incurred
in placing orders for the purchase and sale of securities and other investment
instruments, acquired fund fees and expenses, accrued deferred tax liability,
extraordinary expenses, and distribution (12b-1) fees and expenses (if
any).
The
basis for the Board’s approval of the Advisory Agreement for the Funds, except
the Hedged Large Cap Equity ETF and Short Term Bond ETF, is available in the
Funds’ Annual
Report to Shareholders
for the fiscal period ended August 31, 2021. The basis for the Board’s approval
of the Advisory Agreement for the Hedged Large Cap Equity ETF and Short Term
Bond ETF is available in the Funds’ Semi-Annual
Report to Shareholders
for the fiscal period ended February 28, 2021.
Portfolio
Managers
The
individual members below are jointly and primarily responsible for the day to
day management of the Funds’ portfolios.
Bradley
Ball.
Mr. Ball has more than 35 years of investment industry experience. Mr. Ball
co-founded the Adviser in 2013 and serves as Chief Executive Officer, Managing
Member and Portfolio Manager on the firm’s investment team. Prior to forming the
Adviser, Mr. Ball was a founding partner and CEO of Perimeter Capital
Management. During that time, he also was Vice President of Concourse Capital
Management, LLC, an affiliated investment adviser to a long/short equity private
fund. Previously, he served as Executive Vice President of Trusco Capital
Management and served on the firm’s Executive Committee. Mr. Ball has been in
the investment industry since 1985, has served on numerous industry boards and
is a frequent conference speaker. He is a graduate of Oklahoma State University
where he received a degree in Finance. Mr. Ball has served on numerous
non-profit boards and currently serves as a board member of the Sandy Springs
Perimeter Chamber of Commerce.
Adam
Stewart, CFA.
Mr. Stewart has more than 22 years of investment industry experience and
co-founded the Adviser in 2013. He is a Portfolio Manager and Director of
Trading on the firm’s investment team, which is responsible for setting
portfolio allocations based on the risk profile of the markets. Mr. Stewart
began his career at Franklin Templeton in 1997 and later served as Head of
Equity Trading at Trusco Capital Management along with managing equity trading
operations. Most recently, Mr. Stewart was a founding partner and Director of
Trading for Perimeter Capital Management. Mr. Stewart received his Chartered
Financial Analyst (CFA) designation in 2001 and earned his B.A. from Auburn
University.
Shawn
Gibson.
Mr. Gibson co-Founded the Adviser in 2013 and serves as the Chief Investment
Officer and Portfolio Manager on the firm’s investment team, and is a member of
the firm’s Executive Management Committee. He brings more than 24 years of
investment experience primarily in the area of options trading and options
portfolio management. Mr. Gibson started trading options in 1997 with the Timber
Hill Group, one of the world’s largest options market making firms. While at
Timber Hill, Mr. Gibson was an options market maker on the floor of the Pacific
Exchange and was later promoted to join a small team in Greenwich, CT that was
responsible for overseeing the firm’s multi-billion dollar options trading
portfolio. He subsequently served as Head of Options Strategy and Director of
Alternative Investments at BB&T, where he worked with advisors and their
clients to develop options-based hedging and yield enhancing strategies. Mr.
Gibson was voted as one of the Top 40 leaders under 40 while living in Richmond
after being nominated by his peers due to his professional accomplishments and
community involvement. Mr. Gibson earned his B.S. in Commerce from the
University of Virginia.
Justin
Boller, CFA.
Mr. Boller has been in the investment management industry for over 20 years. He
serves as a Portfolio Manager and Director of Portfolio Strategies on the
Adviser’s investment team. Mr. Boller began his career at Invesco in 1999 where
he served as a Client Portfolio Manager, working on the company’s Global Equity
investment team. While at Invesco, he also served as Director of Strategic
Planning. Most recently, Mr. Boller has worked as Chief Investment Officer for
Advocacy Wealth Management, LLC. He is a graduate of Wake Forest University,
where he earned a bachelor's in business with a focus in finance.
Other
Service Providers
Foreside
Fund Services, LLC (the “Distributor”) is the principal underwriter and
distributor of each Fund’s shares. The Distributor’s principal address is Three
Canal Plaza, Suite 100, Portland, ME 04101. The Distributor will not distribute
Shares in less than a whole Creation Unit, and it does not maintain a secondary
market in the shares. The Distributor is a broker-dealer registered under the
Securities Exchange Act of 1934 and a member of the Financial Industry
Regulatory Authority, Inc. (“FINRA”). The Distributor has no role in determining
the policies of the Funds or the securities that are purchased or sold by the
Funds and is not affiliated with the Adviser or any of its
affiliates.
U.S.
Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services,
located at 615 East Michigan Street, Milwaukee, Wisconsin 53202, serves as the
administrator and transfer agent for the Funds.
U.S.
Bank National Association, located at 1555 N. Rivercenter Drive, Suite 302,
Milwaukee, Wisconsin 53212, serves as the custodian for the Funds.
Morgan,
Lewis & Bockius LLP, located at 1111 Pennsylvania Avenue, N.W., Washington,
D.C. 20004, serves as legal counsel to the Trust.
Cohen
& Company, Ltd., located at 1350 Euclid Avenue, Suite 800, Cleveland, Ohio
44115, serves as the Funds’ independent registered public accounting firm. The
independent registered public accounting firm is responsible for auditing the
annual financial statements of the Funds.
HOW
TO BUY AND SELL SHARES
Each
Fund issues and redeems Shares only in Creation Units at the NAV per share next
determined after receipt of an order from an AP. Only APs may acquire Shares
directly from a Fund, and only APs may tender their Shares for redemption
directly to a Fund, at NAV. APs must be a member or participant of a clearing
agency registered with the SEC and must execute a Participant Agreement
that
has been agreed to by the Distributor, and that has been accepted by the Funds’
transfer agent, with respect to purchases and redemptions of Creation Units.
Once created, Shares trade in the secondary market in quantities less than a
Creation Unit.
Most
investors buy and sell Shares in secondary market transactions through brokers.
Individual Shares are listed for trading on the secondary market on the Exchange
and can be bought and sold throughout the trading day like other publicly traded
securities.
When
buying or selling Shares through a broker, you will incur customary brokerage
commissions and charges, and you may pay some or all of the spread between the
bid and the offer price in the secondary market on each leg of a round trip
(purchase and sale) transaction. In addition, because secondary market
transactions occur at market prices, you may pay more than NAV when you buy
Shares, and receive less than NAV when you sell those Shares.
Book
Entry
Shares
are held in book-entry form, which means that no stock certificates are issued.
The Depository Trust Company (“DTC”) or its nominee is the record owner of all
outstanding Shares.
Investors
owning Shares are beneficial owners as shown on the records of DTC or its
participants. DTC serves as the securities depository for all Shares. DTC’s
participants include securities brokers and dealers, banks, trust companies,
clearing corporations and other institutions that directly or indirectly
maintain a custodial relationship with DTC. As a beneficial owner of Shares, you
are not entitled to receive physical delivery of stock certificates or to have
Shares registered in your name, and you are not considered a registered owner of
Shares. Therefore, to exercise any right as an owner of Shares, you must rely
upon the procedures of DTC and its participants. These procedures are the same
as those that apply to any other securities that you hold in book entry or
“street name” through your brokerage account.
Frequent
Purchases and Redemptions of Shares
The
Funds impose no restrictions on the frequency of purchases and redemptions of
Shares. In determining not to approve a written, established policy, the Board
evaluated the risks of market timing activities by Fund shareholders. Purchases
and redemptions by APs, who are the only parties that may purchase or redeem
Shares directly with the Funds, are an essential part of the ETF process and
help keep Share trading prices in line with NAV. As such, the Funds accommodate
frequent purchases and redemptions by APs. However, frequent purchases and
redemptions for cash may increase tracking error and portfolio transaction costs
and may lead to the realization of capital gains. To minimize these potential
consequences of frequent purchases and redemptions, the Funds employ fair value
pricing and impose transaction fees on purchases and redemptions of Creation
Units to cover the custodial and other costs incurred by the Funds in effecting
trades. In addition, the Funds reserve the right to reject any purchase order at
any time.
Determination
of Net Asset Value
Each
Fund’s NAV is calculated as of the scheduled close of regular trading on the New
York Stock Exchange (“NYSE”), generally 4:00 p.m. Eastern time, each day the
NYSE is open for business. The NAV for a Fund is calculated by dividing the
applicable Fund’s net assets by its Shares outstanding.
In
calculating its NAV, each Fund generally values its assets on the basis of
market quotations, last sale prices, or estimates of value furnished by a
pricing service or brokers who make markets in such instruments. The values of
non-U.S. dollar denominated securities are converted to U.S. dollars using
foreign currency exchange rates generally determined as of 4:00 p.m., London
time. If such information is not available for a security held by a Fund or is
determined to be unreliable, the security will be valued at fair value estimates
under guidelines established by the Board (as described below).
Fair
Value Pricing
The
Board has adopted procedures and methodologies to fair value Fund securities
whose market prices are not “readily available” or are deemed to be unreliable.
For example, such circumstances may arise when: (i) a security has been
de-listed or has had its trading halted or suspended; (ii) a security’s primary
pricing source is unable or unwilling to provide a price; (iii) a security’s
primary trading market is closed during regular market hours; or (iv) a
security’s value is materially affected by events occurring after the close of
the security’s primary trading market. Generally, when fair valuing a security,
the Funds will take into account all reasonably available information that may
be relevant to a particular valuation including, but not limited to, fundamental
analytical data regarding the issuer, information relating to the issuer’s
business, recent trades or offers of the security, general and/or specific
market conditions and the specific facts giving rise to the need to fair value
the security. Fair value determinations are made in good faith and in accordance
with the fair value methodologies included in the Board-adopted valuation
procedures. Due to the subjective and variable nature of fair value pricing,
there can be no assurance that the Adviser will be able to obtain the fair value
assigned to the security upon the sale of such security.
Investments
by Registered Investment Companies
Section
12(d)(1) of the 1940 Act restricts investments by registered investment
companies in the securities of other investment companies. Registered investment
companies are permitted to invest in each Fund beyond the limits set forth in
section 12(d)(1), subject to certain terms and conditions, including that such
investment companies enter into an agreement with the Fund.
DIVIDENDS,
DISTRIBUTIONS, AND TAXES
Dividends
and Distributions
Each
Fund intends to pay out dividends, if any, and distribute any net realized
capital gains to its shareholders at least annually. Each Fund will declare and
pay capital gain distributions, if any, in cash. Distributions in cash may be
reinvested automatically in additional whole Shares only if the broker through
whom you purchased Shares makes such option available. Your broker is
responsible for distributing the income and capital gain distributions to
you.
Taxes
The
following discussion is a summary of some important U.S. federal income tax
considerations generally applicable to investments in the Funds. Your investment
in a Fund may have other tax implications. Please consult your tax advisor about
the tax consequences of an investment in Shares, including the possible
application of foreign, state, and local tax laws.
Each
Fund has elected or intends to elect and intends to qualify each year for
treatment as a RIC. If it meets certain minimum distribution requirements, a RIC
is not subject to tax at the fund level on income and gains from investments
that are timely distributed to shareholders. However, a Fund’s failure to
qualify as a RIC or to meet minimum distribution requirements would result (if
certain relief provisions were not available) in fund-level taxation and,
consequently, a reduction in income available for distribution to shareholders.
Unless
your investment in Shares is made through a tax-exempt entity or tax-advantaged
account, such as an IRA plan, you need to be aware of the possible tax
consequences when a Fund makes distributions, when you sell your Shares listed
on the Exchange, and when you purchase or redeem Creation Units (APs only).
Taxes
on Distributions
Each
Fund intends to distribute, at least annually, substantially all of its net
investment income and net capital gains income. For federal income tax purposes,
distributions of investment income are generally taxable as ordinary income or
qualified dividend income. Taxes on distributions of capital gains (if any) are
determined by how long a Fund owned the investments that generated them, rather
than how long a shareholder has owned his or her Shares. Sales of assets held by
a Fund for more than one year generally result in long-term capital gains and
losses, and sales of assets held by a Fund for one year or less generally result
in short-term capital gains and losses. Distributions of a Fund’s net capital
gain (the excess of net long-term capital gains over net short-term capital
losses) that are reported by such Fund as capital gain dividends (“Capital Gain
Dividends”) will be taxable as long-term capital gains, which for non-corporate
shareholders are subject to tax at reduced rates of up to 20% (lower rates apply
to individuals in lower tax brackets). Distributions of short-term capital gain
will generally be taxable as ordinary income. Dividends and distributions are
generally taxable to you whether you receive them in cash or reinvest them in
additional Shares.
Distributions
reported by a Fund as “qualified dividend income” are generally taxed to
non-corporate shareholders at 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. The investment strategies of
the Core Bond ETF, Short Term Bond ETF, and Municipal Bond ETF will
significantly limit their 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 from a Fund that are attributable to dividends
received by the Fund from U.S. corporations, subject to certain limitations. The
investment strategies of the Foreign Equity ETF, Core Bond ETF, Short Term Bond
ETF, and Municipal Bond ETF will significantly limit their ability to distribute
dividends eligible for the dividends received deduction applicable to corporate
shareholders.
Under
recently issued final Treasury Regulations, a RIC that receives business
interest income may pass through its net business interest income for purposes
of the tax rules applicable to the interest expense limitations under Section
163(j) of the Internal Revenue Code. A RIC’s total “Section 163(j) Interest
Dividend” for a tax year is limited to the excess of the RIC’s business interest
income over the sum of its business interest expense and its other deductions
properly allocable to its business interest income. A RIC may, in its
discretion, designate all or a portion of ordinary dividends as Section 163(j)
Interest Dividends, which would allow the recipient shareholder to treat the
designated portion of such dividends as interest income for purposes of
determining such shareholder’s interest expense deduction limitation under
Section 163(j). This can potentially increase the amount of a shareholder’s
interest expense deductible under Section 163(j). In general, to be eligible to
treat a Section 163(j) Interest Dividend as interest income, you must have
held
your shares in a Fund for more than 180 days during the 361-day period beginning
on the date that is 180 days before the date on which the share becomes
ex-dividend with respect to such dividend. Section 163(j) Interest Dividends, if
so designated by a Fund, will be reported to your financial intermediary or
otherwise in accordance with the requirements specified by the Internal Revenue
Service.
Shortly
after the close of each calendar year, you will be informed of the amount and
character of any distributions received from a Fund.
In
general, your distributions are subject to federal income tax for the year in
which they are paid. Certain distributions paid in January, however, may be
treated as paid on December 31 of the prior year. Distributions are generally
taxable even if they are paid from income or gains earned by a Fund before your
investment (and thus were included in the Shares’ NAV when you purchased your
Shares).
You
may wish to avoid investing in a 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.
If
you are neither a resident nor a citizen of the United States or if you are a
foreign entity, distributions (other than Capital Gain Dividends) paid to you by
a Fund will generally be subject to a U.S. withholding tax at the rate of 30%,
unless a lower treaty rate applies. Gains from the sale or other disposition of
your Shares from non-U.S. shareholders generally are not subject to U.S.
taxation, unless you are a nonresident alien individual who is physically
present in the U.S. for 183 days or more per year. A Fund may, under certain
circumstances, report all or a portion of a dividend as an “interest-related
dividend” or a “short-term capital gain dividend,” which would generally be
exempt from this 30% U.S. withholding tax, provided certain other requirements
are met. Different tax consequences may result if you are a foreign shareholder
engaged in a trade or business within the United States or if a tax treaty
applies.
Under
legislation generally known as “FATCA” (the Foreign Account Tax Compliance Act),
a Fund is required to withhold 30% of certain ordinary dividends it pays to
shareholders that are foreign entities and that fail to meet prescribed
information reporting or certification requirements.
Each
Fund (or a financial intermediary, such as a broker, through which a shareholder
owns Shares) generally is required to withhold and remit to the U.S. Treasury a
percentage of the taxable distributions and sale or redemption proceeds paid to
any shareholder who fails to properly furnish a correct taxpayer identification
number, who has underreported dividend or interest income, or who fails to
certify that he, she or it is not subject to such withholding.
Taxes
When Shares are Sold on the Exchange
Any
capital gain or loss realized upon a sale of Shares generally is treated as a
long-term capital gain or loss if Shares have been held for more than one year
and as a short-term capital gain or loss if Shares have been held for one year
or less. However, any capital loss on a sale of Shares held for six months or
less is treated as long-term capital loss to the extent of Capital Gain
Dividends paid with respect to such Shares. Any loss realized on a sale will be
disallowed to the extent Shares of a Fund are acquired, including through
reinvestment of dividends, within a 61-day period beginning 30 days before and
ending 30 days after the disposition of Shares. The ability to deduct capital
losses may be limited.
The
cost basis of Shares of a Fund acquired by purchase will generally be based on
the amount paid for the Shares and then may be subsequently adjusted for other
applicable transactions as required by the Internal Revenue Code. The difference
between the selling price and the cost basis of Shares generally determines the
amount of the capital gain or loss realized on the sale or exchange of Shares.
Contact the broker through whom you purchased your Shares to obtain information
with respect to the available cost basis reporting methods and elections for
your account.
Taxes
on Purchases and Redemptions of Creation Units
An
AP having the U.S. dollar as its functional currency for U.S. federal income tax
purposes who exchanges securities for Creation Units generally recognizes a gain
or a loss. The gain or loss will be equal to the difference between the value of
the Creation Units at the time of the exchange and the exchanging AP’s aggregate
basis in the securities delivered plus the amount of any cash paid for the
Creation Units. An AP who exchanges Creation Units for securities will generally
recognize a gain or loss equal to the difference between the exchanging AP’s
basis in the Creation Units and the aggregate U.S. dollar market value of the
securities received, plus any cash received for such Creation Units. The
Internal Revenue Service may assert, however, that a loss that is realized upon
an exchange of securities for Creation Units may not be currently deducted under
the rules governing “wash sales” (for an AP who does not mark-to-market their
holdings) or on the basis that there has been no significant change in economic
position. APs exchanging securities should consult their own tax advisor with
respect to whether wash sale rules apply and when a loss might be
deductible.
A
Fund may include a payment of cash in addition to, or in place of, the delivery
of a basket of securities upon the redemption of Creation Units. A Fund may sell
portfolio securities to obtain the cash needed to distribute redemption
proceeds. This may cause a Fund to recognize investment income and/or capital
gains or losses that it might not have recognized if it had completely satisfied
the
redemption
in-kind. As a result, a Fund may be less tax efficient if it includes such a
cash payment in the proceeds paid upon the redemption of Creation
Units.
Taxation
of Fund Investments
If
positions held by a Fund were treated as “straddles” for federal income tax
purposes, or the Fund’s risk of loss with respect to a position was otherwise
diminished as set forth in Treasury Regulations, dividends on stocks that are a
part of such positions would not constitute qualified dividend income subject to
such favorable income tax treatment and would not be eligible for the
dividends-dividends received deduction for corporate shareholders. In addition,
generally, straddles are subject to certain rules that may affect the amount,
character and timing of a Fund’s gains and losses with respect to straddle
positions by requiring, among other things, that: (1) any loss realized on
disposition of one position of a straddle may not be recognized to the extent
that the Fund has unrealized gains with respect to the other position in such
straddle; (2) the Fund’s holding period in straddle positions be suspended while
the straddle exists (possibly resulting in a gain being treated as short-term
capital gain rather than long-term capital gain); (3) the losses recognized with
respect to certain straddle positions that are part of a mixed straddle and that
are not subject to Code Section 1256 be treated as 60% long-term and 40%
short-term capital loss; (4) losses recognized with respect to certain straddle
positions that would otherwise constitute short-term capital losses be treated
as long-term capital losses; and (5) the deduction of interest and carrying
charges attributable to certain straddle positions may be deferred.
Net
Investment Income Tax
U.S.
individuals with income exceeding specified thresholds are subject to a 3.8% tax
on all or a portion of their “net investment income,” which includes interest,
dividends, and certain capital gains (generally including capital gains
distributions and capital gains realized on the sale of Shares). This 3.8% tax
also applies to all or a portion of the undistributed net investment income of
certain shareholders that are estates and trusts.
Foreign
Investments by a Fund
Interest
and other income received by a Fund with respect to foreign securities may give
rise to withholding and other taxes imposed by foreign countries. Tax
conventions between certain countries and the United States may reduce or
eliminate such taxes. If as of the close of a taxable year more than 50% of the
value of a Fund’s assets consists of certain foreign stock or securities, each
such Fund will be eligible to elect to “pass through” to investors the amount of
foreign income and similar taxes (including withholding taxes) paid by such Fund
during that taxable year. This means that investors would be considered to have
received as additional income their respective shares of such foreign taxes, but
may be entitled to either a corresponding tax deduction in calculating taxable
income, or, subject to certain limitations, a credit in calculating federal
income tax. If a Fund does not so elect, each such Fund will be entitled to
claim a deduction for certain foreign taxes incurred by such Fund. A Fund (or a
financial intermediary, such as a broker, through which a shareholder owns
Shares) will notify you if it makes such an election and provide you with the
information necessary to reflect foreign taxes paid on your income tax return.
Foreign
tax credits, if any, received by a Fund as a result of an investment in another
RIC (including an ETF which is taxable as a RIC) will not be passed through to
you unless the Fund qualifies as a “qualified fund of funds” under the Internal
Revenue Code. If a Fund is a “qualified fund of funds” it will be eligible to
file an election with the Internal Revenue Service that will enable the Fund to
pass along these foreign tax credits to its shareholders. A Fund will be treated
as a “qualified fund of funds” under the Internal Revenue Code if at least 50%
of the value of the Fund’s total assets (at the close of each quarter of the
Fund’s taxable year) is represented by interests in other RICs.
Tax
Considerations Applicable to the Municipal Bond ETF
Because
the Municipal Bond ETF intends to be treated as a “qualified fund of funds”
(i.e.,
at the close of each quarter of the taxable year at least 50 percent of the
value of its total assets is represented by interests in other RICs), the
Municipal Bond ETF will generally be eligible to distribute “exempt-interest
dividends” to its shareholders. The Municipal Bond ETF may distribute
exempt-interest dividends to the extent of its tax-exempt interest income, if
any, which may include both exempt-interest dividends received from underlying
funds taxable as RICs and interest income received directly by the Municipal
Bond ETF on any investments in tax-exempt obligations (i.e.,
obligations that pay interest excluded from gross income under Section 103(a) of
the Internal Revenue Code), reduced by certain expenses. An underlying fund
taxable as a RIC will generally be eligible to distribute exempt-interest
dividends if at least 50% of its total assets at the close of each quarter of
its taxable year consist of tax-exempt obligations. A shareholder treats an
exempt-interest dividend as interest on state and local bonds exempt from
regular federal income tax.
Distributions
from the Municipal Bond ETF of exempt-interest dividends may be tax preference
items for purposes of the federal AMT applicable to non-corporate taxpayers.
Distributions of the Municipal Bond ETF’s income other than exempt-interest
dividends generally will be taxable to shareholders. Gains realized by the
Municipal Bond ETF on the sale or exchange of investments that generate
exempt-interest income will also be taxable to shareholders.
The
exemption from federal income tax for exempt-interest dividends does not
necessarily result in exemption for such dividends under the income or other tax
laws of any state or local taxing authority. Some states exempt from state
income tax that portion of any
exempt-interest
dividend that is derived from interest received by a RIC on its holdings of
securities of that state and its political subdivisions and instrumentalities.
Therefore, the Municipal Bond ETF will report annually to its shareholders the
percentage of interest income earned by the Municipal Bond ETF during the
preceding year on tax-exempt obligations indicating, on a state-by-state basis,
the source of such income. Shareholders of the Municipal Bond ETF are advised to
consult with their own tax advisers about state and local tax
matters.
Shares
of the Municipal Bond ETF may not be suitable for tax-exempt shareholders since
such shareholders generally would not benefit from the tax-exempt status of
distributions from the Municipal Bond ETF. Tax-exempt shareholders should
contact their tax advisers and financial planners regarding the tax consequences
to them of an investment in the Municipal Bond ETF.
The
foregoing discussion summarizes some of the possible consequences under current
federal tax law of an investment in each Fund. It is not a substitute for
personal tax advice. You also may be subject to state and local tax on Fund
distributions and sales of Shares. Consult your personal tax advisor about the
potential tax consequences of an investment in Shares
under
all applicable tax laws. For more information, please see the section entitled
“Federal Income Taxes” in the SAI.
DISTRIBUTION
PLAN
The
Board has adopted a Distribution and Service Plan (the “Plan”) pursuant to Rule
12b-1 under the 1940 Act. In accordance with the Plan, each Fund is authorized
to pay an amount up to 0.25% of its average daily net assets each year for
certain distribution-related activities and shareholder services.
No
Rule 12b-1 fees are currently paid by the Funds, and there are no plans to
impose these fees. However, in the event Rule 12b-1 fees are charged in the
future, because the fees are paid out of Fund assets, over time these fees will
increase the cost of your investment and may cost you more than certain other
types of sales charges.
PREMIUM/DISCOUNT
INFORMATION
Information
regarding how often each Fund’s Shares traded on the Exchange at a price above
(i.e.,
at a premium) or below (i.e.,
at a discount) its NAV is available on the Funds’ website at
www.overlayshares.com.
ADDITIONAL
NOTICES
Shares
are not sponsored, endorsed, or promoted by the Exchange. The Exchange is not
responsible for, nor has it participated in the determination of, the timing,
prices, or quantities of Shares to be issued, nor in the determination or
calculation of the equation by which Shares are redeemable. The Exchange has no
obligation or liability to owners of Shares in connection with the
administration, marketing, or trading of Shares.
Without
limiting any of the foregoing, in no event shall the Exchange have any liability
for any lost profits or indirect, punitive, special, or consequential damages
even if notified of the possibility thereof.
The
Adviser and the Funds make no representation or warranty, express or implied, to
the owners of Shares or any member of the public regarding the advisability of
investing in securities generally or in the Funds particularly.
FINANCIAL
HIGHLIGHTS
The
financial highlights table is intended to help you understand the Funds’
financial performance since each Fund commenced operations. Certain
information reflects financial results for a single Fund share. The total
returns in each Fund’s table represent the rate that an investor would have
earned or lost on an investment in the Fund (assuming reinvestment of all
dividends and distributions). This information has been audited by Cohen
& Company, Ltd., the Funds’ independent registered public accounting firm,
whose report, along with the Funds’ financial statements, is included in the
Funds’ annual
report,
which is available upon request.
Overlay
Shares ETFs
Financial
Highlights
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per
Share Operating Performance (For a share outstanding throughout each
period) |
|
|
Income
(Loss) from Investment Operations: |
Less
Distributions Paid: |
|
Net
Asset Value, Beginning of Period |
Net
investment
income (loss)(1) |
Net
realized and unrealized gain (loss) on investments |
|
Total
from investment operations |
From
Net investment income |
From
Net realized gains |
Overlay
Shares Large Cap Equity ETF |
|
|
|
|
For
the period 09/01/2020 — 08/31/2021 |
$ |
30.08 |
|
0.22 |
|
10.16 |
|
|
10.38 |
|
(0.87) |
|
(0.38) |
|
For
the period 09/30/2019(11)
— 08/31/2020 |
$ |
25.00 |
|
0.20 |
|
5.15 |
|
|
5.35 |
|
(0.23) |
|
(0.04) |
|
Overlay
Shares Small Cap Equity ETF |
|
|
|
|
For
the period 09/01/2020 — 08/31/2021 |
$ |
24.27 |
|
0.08 |
|
13.83 |
|
|
13.91 |
|
(0.89) |
|
(0.09) |
|
For
the period 09/30/2019(11)
— 08/31/2020 |
$ |
25.00 |
|
0.19 |
|
(0.68) |
|
(12) |
(0.49) |
|
(0.18) |
|
(0.06) |
|
Overlay
Shares Foreign Equity ETF |
|
|
|
|
For
the period 09/01/2020 — 08/31/2021 |
$ |
24.13 |
|
0.33 |
|
4.39 |
|
|
4.71 |
|
(1.01) |
|
— |
|
For
the period 09/30/2019(11)
— 08/31/2020 |
$ |
25.00 |
|
0.73 |
|
(0.73) |
|
(12) |
0.00 |
|
(0.80) |
|
(0.05) |
|
Overlay
Shares Hedged Large Cap Equity ETF |
|
|
|
|
For
the period 1/14/2021(11)
— 08/31/2021 |
$ |
25.00 |
|
0.04 |
|
3.93 |
|
|
3.97 |
|
— |
|
— |
|
Overlay
Shares Core Bond ETF |
|
|
|
|
For
the period 09/01/2020 — 08/31/2021 |
$ |
26.61 |
|
0.27 |
|
0.52 |
|
|
0.79 |
|
(0.83) |
|
(0.17) |
|
For
the period 09/30/2019(11)
— 08/31/2020 |
$ |
25.00 |
|
0.35 |
|
1.92 |
|
|
2.27 |
|
(0.62) |
|
(0.04) |
|
Overlay
Shares Short Term Bond ETF |
|
|
|
|
For
the period 1/14/2021(11)
— 08/31/2021 |
$ |
25.00 |
|
0.11 |
|
0.62 |
|
|
0.73 |
|
(0.43) |
|
— |
|
Overlay
Shares Municipal Bond ETF |
|
|
|
|
For
the period 09/01/2020 — 08/31/2021 |
$ |
25.80 |
|
0.31 |
|
1.28 |
|
|
1.59 |
|
(0.87) |
|
(0.15) |
|
For
the period 09/30/2019(11)
— 08/31/2020 |
$ |
25.00 |
|
0.32 |
|
1.14 |
|
|
1.46 |
|
(0.61) |
|
(0.05) |
|
(1)
Per share net investment income (loss) was calculated using average shares
outstanding.
(2)
Annualized for periods less than one year.
(3)
Does not include income and expenses of investment companies in which the Fund
invests.
(4)
Total return in the table represents the rate that the investor would have
earned or lost on an investment in the Fund, assuming reinvestment of
dividends.
(5)
Not annualized for periods less than one year.
(6)
Excludes in-kind transactions associated with creations and redemptions of the
Fund.
(7)
The returns reflect the actual performance for the period and do not include the
impact of trades executed on the last business day of the period that were
recorded on the first business day of the next period.
Overlay
Shares ETFs
Financial
Highlights
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per
Share Operating Performance (For a share outstanding throughout each
period) |
Ratios/Supplemental
Data |
Less
Distributions Paid: |
|
|
|
|
|
|
Ratios
to Average
Net
Assets of:(2)(3) |
|
From
Return of capital |
Total
distributions paid |
Net
Asset Value, End of Period |
Total
return, at NAV(4)(5) |
|
Total
return, at Market(4)(5) |
|
Net
assets, end of period (000’s) |
Expenses |
|
Net
investment income (loss) |
Portfolio
turnover rate(5)(6) |
|
|
|
|
|
|
|
|
|
|
|
— |
|
(1.25) |
$ |
39.21 |
|
35.36 |
% |
|
34.77 |
% |
|
$ |
200,959 |
|
0.77 |
% |
(9) |
0.66 |
% |
6 |
% |
— |
|
(0.27) |
$ |
30.08 |
|
21.62 |
% |
|
22.22 |
% |
|
$ |
97,768 |
|
0.76 |
% |
(8) |
0.85 |
% |
4 |
% |
|
|
|
|
|
|
|
|
|
|
|
— |
|
(0.98) |
|
$ |
37.20 |
|
58.12 |
% |
|
58.46 |
% |
|
$ |
6,510 |
|
0.77 |
% |
(9) |
0.25 |
% |
6 |
% |
— |
|
(0.24) |
|
$ |
24.27 |
|
(1.93) |
% |
|
(1.87) |
% |
|
$ |
3,034 |
|
0.76 |
% |
(8) |
0.90 |
% |
6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
(1.01) |
|
$ |
27.84 |
|
19.82 |
% |
|
20.24 |
% |
|
$ |
6,960 |
|
0.77 |
% |
(9) |
1.28 |
% |
10 |
% |
(0.02) |
|
(0.87) |
|
$ |
24.13 |
|
(0.03) |
% |
|
(0.41) |
% |
|
$ |
4,223 |
|
0.76 |
% |
(8) |
3.42 |
% |
8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
— |
|
$ |
28.97 |
|
15.89 |
% |
(7) |
16.05 |
% |
(7) |
$ |
12,313 |
|
0.81 |
% |
(10) |
0.26 |
% |
13 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
(1.00) |
$ |
26.40 |
|
3.13% |
|
3.25% |
|
$ |
143,901 |
|
0.77 |
% |
(9) |
1.03 |
% |
7 |
% |
— |
|
(0.66) |
$ |
26.61 |
|
9.22% |
|
9.38% |
|
$ |
113,744 |
|
0.76 |
% |
(8) |
1.46 |
% |
5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
(0.43) |
$ |
25.30 |
|
2.95% |
(7) |
2.96% |
(7) |
$ |
42,372 |
|
0.77 |
% |
(9) |
0.71 |
% |
3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
(1.02) |
$ |
26.37 |
|
6.32% |
|
6.60% |
|
$ |
11,208 |
|
0.77 |
% |
(9) |
1.19 |
% |
7 |
% |
— |
|
(0.66) |
$ |
25.80 |
|
5.92% |
|
5.71% |
|
$ |
29,020 |
|
0.76 |
% |
(8) |
1.38 |
% |
4 |
% |
(8)
Includes interest expense of 0.01%.
(9)
Includes interest expense of 0.02%.
(10)
Includes interest expense of 0.06%.
(11)
Inception date.
(12)
Realized and unrealized gains and losses per share in this caption are balancing
amounts necessary to reconcile the change in net asset value per share for the
period, and may not reconcile with the aggregate gains and losses in the
Statements of Operations due to share transactions for the period.
OVERLAY
SHARES LARGE CAP EQUITY ETF
OVERLAY
SHARES SMALL CAP EQUITY ETF
OVERLAY
SHARES FOREIGN EQUITY ETF
OVERLAY
SHARES HEDGED LARGE CAP EQUITY ETF
OVERLAY
SHARES CORE BOND ETF
OVERLAY
SHARES SHORT TERM BOND ETF
OVERLAY
SHARES MUNICIPAL BOND ETF
|
|
|
|
|
|
|
|
|
|
|
|
Adviser |
Liquid
Strategies, LLC
3550
Lenox Road, Suite 2550
Atlanta,
Georgia 30326 |
Transfer
Agent and Administrator |
U.S.
Bancorp Fund Services, LLC
d/b/a
U.S. Bank Global Fund Services
615
East Michigan Street
Milwaukee,
Wisconsin 53202 |
Custodian |
U.S.
Bank National Association
1555
N. Rivercenter Drive, Suite 302
Milwaukee,
Wisconsin 53212 |
Distributor |
Foreside
Fund Services, LLC
Three
Canal Plaza, Suite 100
Portland,
Maine 04101 |
Independent
Registered Public Accounting Firm |
Cohen
& Company, Ltd.
1350
Euclid Avenue, Suite 800
Cleveland,
Ohio 44115 |
Legal
Counsel |
Morgan,
Lewis & Bockius LLP
1111
Pennsylvania Avenue, NW
Washington,
DC 20004-2541 |
Investors
may find more information about the Funds in the following
documents:
Statement
of Additional Information: The
Funds’ SAI provides additional details about the investments of each Fund and
certain other additional information. The SAI is on file with the SEC and is
herein incorporated by reference into this Prospectus. It is legally considered
a part of this Prospectus.
Annual/Semi-Annual
Reports: Additional
information about each Fund’s investments is available in the Fund’s annual and
semi-annual reports to shareholders. In the annual
report,
you will find a discussion of the market conditions and investment strategies
that significantly affected each Fund’s performance.
You
can obtain free copies of these documents, request other information or make
general inquiries about a Fund by contacting the Fund at c/o U.S. Bank Global
Fund Services, P.O. Box 701, Milwaukee, Wisconsin 53201-0701 or by calling
1-866-704-6857.
Shareholder
reports and other information about a Fund are also available:
◦Free
of charge from the SEC’s EDGAR database on the SEC’s website at www.sec.gov;
or
◦Free
of charge from the Fund’s Internet web site at www.overlayshares.com;
or
(SEC
Investment Company Act File No. 811-23226)