ck0001261788-20221031
PROSPECTUS
February 28,
2023
Soundwatch
Hedged Equity ETF
Listed
on Cboe BZX Exchange, Inc.
The
U.S. Securities and Exchange Commission has not approved or disapproved these
securities or determined if this Prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
TABLE
OF CONTENTS
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Dividends,
Distributions, and Taxes |
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Distributions |
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Exchange |
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Premium/Discount
Information |
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Financial
Highlights |
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SOUNDWATCH
HEDGED EQUITY ETF SUMMARY SECTION
Investment Objective
The Soundwatch Hedged Equity ETF (the
“Fund” or the “Hedged Equity ETF”) seeks to provide long-term capital
appreciation.
Fees and Expenses of the
Fund
The following table describes
the fees and expenses that you may pay if you buy, hold, and sell shares of the
Fund. You may pay other fees, such as brokerage
commissions and other fees to financial intermediaries, which are not reflected
in the table and the Example below.
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ANNUAL
FUND OPERATING EXPENSES
(expenses
that you pay each year as a percentage of the value of your
investment) |
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Management
Fees 1 |
0.60 |
% |
Distribution
and Service (Rule 12b-1) Fees |
None |
Acquired
Fund Fees and Expenses |
0.03 |
% |
Total
Annual Fund Operating Expenses 2 |
0.63 |
% |
Less:
Fee Waiver and/or Expense Reimbursement 3 |
-0.10 |
% |
Total
Annual Fund Operating Expenses After Fee Waiver and/or Expense
Reimbursement |
0.53 |
% |
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1 The management fee of the Soundwatch
Hedged Equity Fund (the “Predecessor Fund”), a mutual fund series of Trust for
Advised Portfolios (the “Trust”) that was reorganized into the Fund, has been
restated to reflect the Fund’s unitary fee.
2 The Fund’s “Total Annual
Fund Operating Expenses” in the table above are the expenses the Fund is
expected to incur as an ETF; therefore, “Total Annual Fund Operating Expenses”
and “Total Annual Fund Operating Expenses After Fee Waiver and/or Expense
Reimbursement” are not the same as the corresponding ratios shown in the
financial highlights for the fiscal year ended October 31, 2022 because they
reflect the Predecessor Fund’s operating expenses for most of the fiscal
year.
3 Soundwatch Capital, LLC
(the “Adviser”) has contractually agreed to waive 0.10% of its unitary
management fee to reduce the unitary management fee to 0.50% . The fee waiver
will remain in effect through at least February 28,
2024, and may be terminated only by the Trust’s Board of
Trustees (the “Board”). The fee waiver is not subject to recoupment by the
Adviser.
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 or hold 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 (taking
into account the Fee Waiver for the first year only). This Example does not include the
brokerage commissions that investors may pay on their 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 |
3
Years |
5
Years |
10
Years |
$54 |
$192 |
$341 |
$777 |
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 annual fund operating expenses or in the
Example, affect the Fund’s performance. For the fiscal year ended October 31,
2022, the portfolio turnover rate of the Fund was 25% of the average value of its
portfolio.
Principal Investment Strategies of the
Fund
The
Fund invests at least 80% of its net assets, plus any borrowings for investment
purposes, in a portfolio of equity securities and investments that have economic
characteristics similar to equity securities. These equity securities and
investments may include U.S. exchange-listed common stocks, equity index
futures, and/or exchange-traded funds (“ETFs”) that track U.S.
large-capitalization (“large-cap”) indices, such as the S&P 500® Index. For
purposes of this 80% investment policy, the Adviser will consider the underlying
holdings of any ETFs in which the Fund invests. The Fund’s investments in
derivatives that have economic characteristics similar to equity securities will
be valued at mark-to-market for purposes of the 80% policy. On the portfolio,
the Fund systematically writes (sells) equity index and/or ETF call options,
covered calls, and option spreads to generate additional income. A portion of
this income is used to systematically purchase a series of protective equity
index and/or ETF put options or put spreads to reduce the negative impact of
stock market declines on long-term performance. The Fund’s strategy is an
“equity strategy,” which aims to provide better risk-adjusted returns across
market cycles compared to an investment in the benchmark index.
The
Fund follows a proprietary rules-based BUY, HOLD & HEDGE™ strategy. The
strategy systematically selects option strike prices, maturities, and trade
dates based upon several measurable market factors. Through the use of options,
the Fund intends to reduce the downside risk inherent in equity investments
while generating long‑term equity returns in line with the benchmark index.
Thus, the Fund seeks to provide an efficient trade-off between risk and reward,
where risk is characterized by volatility or fluctuations in value over time, as
well as drawdown risk (tail risk). Under certain market conditions, the selling
of call options, including covered call options, or option spreads and the
purchasing of protective put options or put spreads may also limit the upside
returns of the Fund.
The
Adviser may perform the following methods of security analysis when making
purchase and sales decisions:
•Fundamental
analysis –performed on historical and present data, with the goal of making
financial forecasts;
•Technical
analysis –performed on historical and present data, focusing on price and trade
volume, with the goal of forecasting the direction of prices; and
•Cyclical
analysis –performed on historical relationships between price and market trends,
with the goal of forecasting the direction of
prices.
Principal Risks of Investing in the
Fund
As with all funds, a shareholder is subject to the risk
that their investment could lose money. An investment in the Fund is not a
bank deposit and is not insured or guaranteed by the Federal Deposit Insurance
Corporation (“FDIC”) or any government agency. The principal
risks affecting shareholders’ investments in the Fund are set forth below. Each
risk summarized below is considered a principal risk of investing in the Fund,
regardless of the order in which it appears.
Equity
Index Futures Risk. Equity
index futures contracts can be used to create or hedge exposure to the markets
represented by a stock index. The purchaser of an equity index future buys the
right to receive a payment corresponding to any increase in the value of the
referenced index as of a specified future date and incurs the obligation to make
a payment corresponding to any decrease in the value of the referenced index as
of such date.
Equity
Securities Risk:
The risks that could affect the value of the Fund’s shares and the total return
on your investment include the possibility that the equity securities held by
the Fund will experience sudden, unpredictable drops in value or long periods of
decline in value.
ETF
Risk.
The Fund is an ETF and, as a result of an ETF’s structure, it is exposed 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 that
(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 such
functions, shares may trade at a material discount to net asset value (“NAV”),
the bid-ask spread could widen, and shares could face trading halts and/or
delisting.
◦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. 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 realize a capital
gain that it might not have realized 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. To the extent that the transaction fees
charged for redemptions of creation units is insufficient to cover the Fund’s
transaction costs of selling portfolio securities, the Fund’s performance could
be negatively impacted.
◦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. As a result, investors in the Fund may pay significantly more or
receive significantly less for shares than the Fund’s NAV. In addition,
investors may incur costs attributable to the difference between the highest
price a buyer is willing to pay to purchase shares (bid) and the lowest price a
seller is willing to accept for shares (ask) when buying or selling shares in
the secondary market (the “bid-ask spread”).
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 and the bid-ask spread
could widen.
◦Trading.
Although shares are listed for trading on the Cboe BZX Exchange, Inc. (the
“Exchange”) and may be traded on U.S. exchanges other than the Exchange, there
can be no assurance that an active trading market for such shares will develop
or be maintained. 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. This could lead to the Fund’s
shares trading at a price that is higher or lower than the Fund’s
NAV.
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.
Large-Capitalization
Companies Risk.
Large-capitalization stocks can perform differently from other segments of the
equity market or the equity market as a whole. Large-capitalization companies
may be less flexible in evolving markets or unable to implement change as
quickly as small-capitalization companies.
Leverage
Risk. Certain
derivative instruments provide the economic effect of financial leverage by
creating additional investment exposure, as well as the potential for greater
loss. If the Fund uses leverage through purchasing derivative instruments, the
Fund has the risk of losing more than its original investment. The NAV of the
Fund employing leverage will be more volatile and sensitive to market movements.
Leverage may involve the creation of a liability that requires the Fund to pay
interest.
Management
Risk.
The
Fund is actively-managed and may not meet its investment objective based on the
Adviser’s success or failure to implement investment strategies for the Fund.
Investment decisions made by the Adviser in implementing these investment
strategies may not produce the returns expected by the Adviser, may cause the
Fund’s shares to lose value or may cause the Fund to underperform other funds
with similar investment objectives. The Adviser may be incorrect in its
assessment of the pricing discrepancies or prices may not move in the manner
anticipated by the Adviser.
Market
Risk. Overall
securities market risks will affect the value of individual instruments in which
the Fund invests. Factors such as economic growth and market conditions,
interest rate levels, and political events affect the U.S. securities markets.
When the value of the Fund’s investments goes down, your investment in the Fund
decreases in value and you could lose money.
In
the past several years, financial markets, such as those in the United States,
Europe, Asia and elsewhere, have experienced increased volatility, depressed
valuations, decreased liquidity and heightened uncertainty. Governmental and
non-governmental issuers have defaulted on, or been forced to restructure, their
debts. These conditions may continue, recur, worsen or spread.
Economies
and financial markets throughout the world are becoming increasingly
interconnected. As a result, whether or not the Fund invests in securities of
issuers located in or with significant exposure to countries experiencing
economic and financial difficulties, the value and liquidity of the Fund’s
investments may be negatively affected.
Periods
of market volatility may occur in response to pandemics, acts of war, or events
affecting global markets. These types of events could adversely affect the
Fund’s performance. For example, since December 2019, a novel strain of
coronavirus (COVID-19) has spread globally, which has resulted in the temporary
closure of many corporate offices, retail stores, manufacturing facilities and
factories, and other businesses across the world. In addition, Russia’s military
invasion of Ukraine in February 2022, the resulting responses by the United
States and other countries, and the potential for wider conflict could increase
volatility and uncertainty in the financial markets and adversely affect
regional and global economies.
Models
and Data Risk. The
Adviser relies on its proprietary model (“Models and Data”) in making investment
decisions for the Fund. When Models and Data prove to be incorrect or
incomplete, any decisions made in reliance thereon expose the Fund to potential
loss.
Options
Risk. Options
are complex derivatives that involve risks that are not suitable for everyone.
Options trading can be speculative in nature and carry substantial risk of loss.
Options may be subject to greater fluctuations in value than an investment in
the underlying securities. There are significant differences between securities
and options that could result in an imperfect correlation between markets,
causing a given transaction not to achieve its objectives. Options may also be
illiquid and the Fund may have difficulty closing out its position prior to
expiration.
◦Protective
Put Option Risk. A
put option gives the purchaser of the option, upon payment of a premium, the
right (but not the obligation) to sell, and the writer of the option, the
obligation to buy the underlying security, index, currency or other instrument
at a specified exercise price. When the Fund purchases a put option on a
security or index, it may lose the entire premium paid if the underlying
security or index does not decrease in value.
◦Protective
Put Spread Risk. When
the Fund purchases a protective put spread on a security or index, it may lose
the entire premium paid if the underlying security or index does not decrease in
value. The put spread also will not protect the entire loss of the security, but
only in the amount equal to the value of the long put options less the value of
the short put options.
◦Covered
Call Option Risk. A
covered call option, upon payment of a premium, gives the purchaser of the
option the right (but not the obligation) to buy, and the seller the obligation
to sell, the underlying instrument, which the seller owns, at a specified
exercise price. By writing covered call options in return for the receipt of
premiums, the Fund will give up the opportunity to benefit from potential
increases in the value of the underlying securities above the exercise prices of
the written options, but will continue to bear the risk of declines in the value
of such securities. The premiums received from the options may not be sufficient
to offset any losses sustained from the volatility of the underlying securities
over time. If trading is suspended, the Fund may be unable to write options at
times that may be desirable or advantageous to the Fund to do so.
◦Call
Spread Writing Risk. By
writing call spreads (or put spreads) in return for the receipt of premiums, the
Fund will give up some of the opportunity to benefit from potential increases
(or decreases) in the value of the underlying securities above (or below the
exercise prices) of the written options. The premiums received from the options
may not be sufficient to offset any losses sustained from the volatility of the
underlying securities over time.
Tax
Risk. The
writing of call options by the Fund may significantly reduce or eliminate its
ability to make distributions eligible to be treated as qualified dividend
income. Covered call options may also be subject to the federal tax rules
applicable to straddles under the Internal Revenue Code of 1986 (the “Code”). 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 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.
Underlying
ETF Investment Risk. When
the Fund invests in an ETF, it will bear additional expenses based on its pro
rata share of the ETF’s operating expenses, including its management fees. The
risk of owning an ETF generally reflects the risks of owning the underlying
securities that the ETF holds as well as the risks associated with the structure
and operation of an ETF described above. The Fund also will incur brokerage
costs when it purchases ETFs. The shares of an ETF trade on an exchange and may
trade below their NAV or at a discount, which may adversely affect the Fund’s
performance.
Performance
The following
performance information indicates some of the risks of investing in the
Fund. The Fund is the successor to the Predecessor Fund, as a
result of the reorganization of the Predecessor Fund into the Fund on
October 24, 2022 (the “Reorganization”). Prior to the Reorganization, the
Fund had not yet commenced operations.
As
of the Reorganization, the Fund has adopted the performance history of the
Predecessor Fund, which operated as a mutual fund. The Predecessor Fund was also
advised by the Adviser and had the same investment objective and substantially
similar strategies as the Fund. The bar chart and table below show the
Predecessor Fund’s performance until October 24, 2022. The bar chart shows
performance for the calendar years ended December 31. The table illustrates how
average annual returns for the one-year, five-year and since inception
periods compare with those of a broad measure of market performance.
Past performance, before and
after taxes, does not necessarily indicate how the Fund will perform in the
future. Updated performance information is available by calling
the Fund toll-free at 888-244-4601 and on the
Fund’s website at www.soundwatchfunds.com.
Calendar year ended December
31,
During the period of time shown
in the bar chart, the Predecessor’s Fund’s highest quarterly return
was 12.16% for the quarter ended June 30, 2020, and
the lowest quarterly return was
-11.57% for the quarter ended March 31, 2020.
Average
Annual Total Returns
For
the Periods Ended December 31, 2022
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Institutional
Class |
1
Year |
| 5
Years |
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Since
Inception
November 30,
2016 |
Return Before
Taxes |
-11.90% |
| 4.47% |
| 6.77% |
Return After Taxes on
Distributions |
-12.09% |
| 4.23% |
| 6.52% |
Return After Taxes on Distributions and
Sale of Fund Shares |
-6.92% |
| 3.46% |
| 5.33% |
CBOE
S&P 500 Buy Write Index (BXM)
(reflects no deduction for
fees, expenses, or taxes) |
-11.37% |
| 2.73% |
| 4.33% |
After-tax returns are
calculated using the historical highest individual federal marginal income tax
rates and do not reflect the impact of state and local
taxes. Actual after-tax returns
depend on your situation and may differ from those shown. Furthermore, the
after-tax returns shown are not relevant to those who hold their shares through
tax-deferred arrangements such as 401(k) plans or individual retirement accounts
(“IRAs”). In certain cases, the figure
representing “Return after Taxes on Distributions and Sale of Fund Shares” may
be higher than other return figures for the same period. A higher after-tax
return results when a capital loss occurs upon redemption and provides an
assumed tax deduction that benefits the
investor.
Management
Investment
Adviser:
Soundwatch Capital, LLC is the Fund’s investment adviser.
Portfolio
Managers: Robert
Hammer and Jan Bos served as portfolio managers of the Predecessor Fund since
its inception in 2016, and they have served as portfolio managers of the Fund
since its inception in October 2022.
Purchase
and Sale of Fund Shares
Individual
shares may only be purchased and sold on a national securities exchange through
a broker-dealer at market prices. You can purchase and sell individual shares of
the Fund throughout the trading day like any publicly traded security. The
Fund’s shares are listed on the Exchange. The price of the Fund’s shares is
based on the market price and, because ETF shares trade at market prices rather
than NAV, shares may trade at a price greater than NAV (premium) or less than
NAV (discount). The Fund issues and redeems shares on a continuous basis, at
NAV, only in blocks of shares called Creation Units, principally in-kind, and
only Authorized Participants (typically, broker-dealers) may purchase or redeem
Creation Units.
When
buying or selling the
Fund’s
shares on the Exchange, you may incur costs attributable to the difference
between the highest price a buyer is willing to pay to purchase shares of the
Fund (bid) and the lowest price a seller is willing to accept for shares of the
Fund (ask) (the “bid-ask spread”).
Because
the Fund initially listed its shares for trading on the Exchange after the
beginning of the most recently completed fiscal year, the Fund does not have a
sufficient trading history to report trading information and related costs.
Recent information regarding the Fund’s NAV, market price, premiums and
discounts, and bid-ask spreads will be available at
www.soundwatchfunds.com.
Tax
Information
The
Fund’s distributions are taxable, and will be taxed as ordinary income,
qualified dividend income or capital gains, unless you invest though a
tax-advantaged arrangement, such as a 401(k) plan or an IRA. Distributions on
investments made through tax-advantaged arrangements may be taxed later upon
withdrawal of assets from those accounts.
Payments
to Broker-Dealers and Other Financial Intermediaries
If
you purchase the Fund through a broker-dealer or other financial intermediary
(such as a bank), the Adviser may pay the intermediary for the sale of shares
and related services. These payments may create a conflict of interest by
influencing the intermediary and your salesperson to recommend the Fund over
another investment. Ask your salesperson or visit your financial intermediary’s
website for more information.
INVESTMENT
OBJECTIVE, PRINCIPAL INVESTMENT STRATEGIES
AND
PRINCIPAL RISKS
Investment
Objective
The
Fund seeks to provide long-term capital appreciation.
The
Fund’s investment objective is non-fundamental and may be changed without
shareholder approval upon first providing shareholders with at least 60 days’
prior notice.
Principal
Investment Strategies of the Fund
The
Fund invests at least 80% of its net assets, plus any borrowings for investment
purposes, in a portfolio of equity securities and investments that have economic
characteristics similar to equity securities. These equity securities and
investments may include U.S. exchange-listed common stocks, equity index
futures, and/or ETFs that track U.S. large-cap indices, such as the S&P 500®
Index. For purposes of this 80% investment policy, the Adviser will consider the
underlying holdings of any ETFs in which the Fund invests and the Fund’s
investments in derivatives that have economic characteristics similar to equity
securities will be valued at mark-to-market. On that portfolio, the Fund
systematically writes (sells) equity index and/or ETF call options, covered
calls and option spreads to generate additional income. A portion of this income
is used to systematically purchase a series of protective equity index and/or
ETF put options or put spreads to reduce the negative impact of stock market
declines on long-term performance. The Fund’s strategy is an “equity strategy”
which aims to provide better risk-adjusted returns across market cycles compared
to an investment in the benchmark index.
As
the seller of an equity index and/or ETF call option, the Fund receives cash
(the “premium”) from the purchaser. The purchaser of an index call option has
the right to any appreciation in the value of the index over a fixed price (the
“exercise price”) on a certain date in the future (the “expiration date”). If
the purchaser does not exercise the option, the Fund retains the premium. If the
purchaser exercises the option, the Fund pays the purchaser the difference
between the value of the index and the exercise price of the option. The
premium, the exercise price and the value of the index determine the gain or
loss realized by the Fund as the seller of the index call option.
The
Fund may also buy index and/or ETF put options in an attempt to protect the Fund
from a significant market decline that may occur over a short period of time.
The value of an index and/or ETF put option generally increases as stock prices
(and the value of the index) decrease and decreases as those stocks (and the
index) increase in price. A put spread is an option spread strategy that is
created when equal number of put options are bought and sold simultaneously.
Under certain market conditions, the selling of call options, including covered
call options, or option spreads and the purchasing of protective put options or
put spreads may limit the upside returns of the Fund.
The
Fund follows a proprietary rules-based BUY, HOLD & HEDGE™ strategy. It
systematically selects option strike prices, maturities, and trade dates based
upon several measurable market factors. Through the use of options, the Fund
intends to reduce the downside risk inherent in equity investments while
generating long-term equity returns in line with the benchmark index. Thus, the
Fund seeks to provide an efficient trade-off between risk and reward, where risk
is characterized by volatility or fluctuations in value over time, as well as
drawdown risk (tail risk).
The
Adviser may utilize the following methods of security analysis when making
purchase and sales decisions:
•Fundamental
analysis – performed on historical and present data, with the goal of making
financial forecasts;
•Technical
analysis – performed on historical and present data, focusing on price and trade
volume, with the goal of forecasting the direction of prices; and
•Cyclical
analysis – performed on historical relationships between price and market
trends, with the goal of forecasting the direction of prices.
To
respond to temporary adverse market, economic, political or other conditions,
the Hedged Equity ETF may invest up to 100% of its total assets, without
limitation, in high-quality short-term debt securities and money market
instruments. When the Fund takes such temporary positions, it may not achieve
its investment objective.
Principal
Risks
As
with all funds, a shareholder is subject to the risk that their investment could
lose money. An investment in the Fund is not a bank deposit and is not insured
or guaranteed by the FDIC or any government agency. The principal risks
affecting shareholders’ investment in the Fund are set forth below. Each risk
summarized below is considered a principal risk of investing in the Fund,
regardless of the order in which it appears.
Equity
Index Futures Risk. Equity
index futures contracts can be used to create or hedge exposure to the markets
represented by a stock index. The purchaser of an equity index future buys the
right to receive a payment corresponding to any increase in the value of the
referenced index as of a specified future date and incurs the obligation to make
a payment corresponding to any decrease in the value of the referenced index as
of such date.
The
use of equity index futures involves additional risks and transaction costs that
could leave the Fund in a worse position than if it had not used these
instruments. Equity index futures may entail investment exposures that are
greater than their cost would suggest. As a result, a small investment in equity
index futures could have a meaningful impact on performance.
Equity
Securities Risk. The
risks that could affect the value of shares and the total return on your
investment include the possibility that the equity securities held by the Fund
may experience sudden, unpredictable drops in value or long periods of decline
in value.
Securities
fluctuate in price based on changes in a company’s financial condition and
overall market and economic conditions. The value of a particular security may
decline due to factors that affect a particular industry or industries, such as
an increase in production costs, competitive conditions or labor shortages; or
due to general market conditions, such as real or perceived adverse economic
conditions, changes in the general outlook for corporate earnings, changes in
interest or currency rates or generally adverse investor sentiment. If the
market prices of the securities owned by the Fund fall, the value of your
investment in the Fund will decline.
ETF
Risk.
◦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 that (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 such functions, shares
may trade at a material discount to NAV, the bid-ask spread could widen, and
shares could face trading halts and/or delisting.
◦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., 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 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. As a result, investors in the Fund may pay significantly more or
receive significantly less for shares than the Fund’s NAV. In addition,
investors may incur costs attributable to the difference between the highest
price a buyer is willing to pay to purchase shares (bid) and the lowest price a
seller is willing to accept for shares (ask) when buying or selling shares in
the secondary market (the “bid-ask spread”).
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 and the bid-ask spread
could widen.
◦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.
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 partly based 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. The Fund is therefore exposed to implied
volatility risk before the options expire or are exercised. The implied
volatility of the options sold by the Fund may increase due to general market
and economic conditions, perceptions regarding the industries in which the
issuers of the underlying stock participate, or factors relating to specific
companies.
Large-Capitalization
Companies Risk.
Large-capitalization stocks can perform differently from other segments of the
equity market or the equity market as a whole. Large-capitalization companies
may be less flexible in evolving markets or unable to implement change as
quickly as small-capitalization companies. 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.
Leverage
Risk.
Certain Fund transactions, such as the use of call and put options, option
spreads and futures, may give rise to a form of leverage. The Fund may be more
volatile than if the Fund had not been leveraged because leverage tends to
exaggerate the effect of any increase or decrease in the value of the Fund’s
portfolio securities.
The
Fund cannot assure that the use of leverage will result in a higher return on
investment and using leverage could result in a net loss. In addition, use of
leverage by the Fund may cause the Fund to liquidate portfolio positions when it
may not be advantageous to do so to satisfy its obligations. Increases and
decreases in the value of the Fund’s portfolio may be magnified when the Fund
uses leverage.
Management
Risk.
The
Fund is actively-managed and may not meet its investment objective based on the
Adviser’s success or failure to implement investment strategies for the Fund.
Investment decisions made by the Adviser in implementing these investment
strategies may not produce the returns expected by the Adviser, may cause the
Fund’s shares to lose value or may cause the Fund to underperform other funds
with similar investment objectives. The Adviser may be incorrect in its
assessment of the pricing discrepancies or prices may not move in the manner
anticipated by the Adviser. There can be no guarantee that these decisions will
produce the desired results.
Market
Risk.
Market
risks,
including political, regulatory, market and, economic or other developments, and
developments that impact specific economic sectors, industries or segments of
the market, can affect the value of the Fund’s shares. Local, regional, or
global events such as war, acts of terrorism, the spread of infectious illness
or other public health issues, recessions, or other events could have a
significant impact on the market generally and on specific securities. The Fund
is subject to the risk that the prices of, and the income generated by,
securities held by the Fund may decline significantly and/or rapidly in response
to adverse issuer, political, regulatory, general economic and market
conditions, or other developments, such as regional or global economic
instability (including terrorism and related geopolitical risks), interest rate
fluctuations, and those events directly involving the issuers that may cause
broad changes in market value, public perceptions concerning these developments,
and adverse investor sentiment. Such events may cause the value of securities
owned by the Fund to go up or down, sometimes rapidly or unpredictably. Changes
in the economic climate, investor perceptions and stock market volatility also
can cause the prices of the Fund’s investments to decline regardless of the
conditions of the issuers held by the Fund. There is also a risk that policy
changes by the U.S. Government and/or Federal Reserve, such as increasing
interest rates, could cause increased volatility in financial markets and higher
levels of Fund redemptions, which could have a negative impact on the Fund.
These events may lead to periods of volatility and increased redemptions, which
could cause a fund to experience a loss when selling securities to meet
redemption requests by shareholders. The risk of loss increases if the
redemption requests are unusually large or frequent.
Prices
may fluctuate widely over short or extended periods in response to company,
market or economic news. Markets also tend to move in cycles, with periods of
rising and falling prices. If there is a general decline in the securities and
other markets, your investment in the Fund may lose value, regardless of the
individual results of the securities and other instruments in which the Fund
invests.
In
the past several years, financial markets, such as those in the United States,
Europe, Asia and elsewhere, have experienced increased volatility, depressed
valuations, decreased liquidity and heightened uncertainty. Governmental and
non-governmental issuers have defaulted on, or been forced to restructure, their
debts. These conditions may continue, recur, worsen or spread. The U.S.
Government and the Federal Reserve, as well as certain foreign governments and
central banks, took steps to support financial markets, including by keeping
interest rates at historically low levels for an extended period. The Federal
Reserve recently concluded its market support activities and began to raise
interest rates. Such actions, including additional interest rate increases,
could negatively affect financial markets generally, increase market volatility
and reduce the value and liquidity of securities in which the Fund
invests.
Policy
and legislative changes in the United States and in other countries are
affecting many aspects of financial regulation, and may in some instances
contribute to decreased liquidity and increased volatility in the financial
markets. The impact of these changes on the markets, and the practical
implications for market participants, may not be fully known for some
time.
Economies
and financial markets throughout the world are becoming increasingly
interconnected. As a result, whether or not the Fund invests in securities of
issuers located in or with significant exposure to countries
experiencing
economic and financial difficulties, the value and liquidity of the Fund’s
investments may be negatively affected.
Periods
of market volatility may occur in response to pandemics, acts of war, or events
affecting global markets. These types of events could adversely affect the
Fund’s performance. For example, since December 2019, a novel strain of
coronavirus (COVID-19) has spread globally, which has resulted in the temporary
closure of many corporate offices, retail stores, manufacturing facilities and
factories, and other businesses across the world. The extent to which COVID-19
may negatively affect the Fund’s performance or the duration of any potential
business disruption is uncertain. Any potential impact on performance will
depend to a large extent on future developments and new information that may
emerge regarding the duration and severity of COVID-19 and the actions taken by
authorities and other entities to contain COVID-19 or treat its impact. In
addition, Russia’s military invasion of Ukraine in February 2022, the resulting
responses by the United States and other countries, and the potential for wider
conflict could increase volatility and uncertainty in the financial markets and
adversely affect regional and global economies. The United States and other
countries have imposed broad-ranging economic sanctions on Russia, certain
Russian individuals, banking entities and corporations, and Belarus as a
response to Russia’s invasion of Ukraine, and may impose sanctions on other
countries that provide military or economic support to Russia. The extent and
duration of Russia’s military actions and the repercussions of such actions
(including any retaliatory actions or countermeasures that may be taken by those
subject to sanctions, including cyber-attacks) are impossible to predict, but
could result in significant market disruptions, including in certain industries
or sectors, such as the oil and natural gas markets, and may negatively affect
global supply chains, inflation and global growth. These and any related events
could significantly impact the Fund’s performance and the value of an investment
in the Fund, even if the Fund does not have direct exposure to Russian issuers
or issuers in other countries affected by the invasion.
Models
and Data Risk.
When Models and Data prove to be incorrect or incomplete, any decisions made in
reliance thereon expose the Fund to potential risks. For example, by relying on
Models and Data, the Adviser may be induced to buy certain investments at prices
that are too high, to sell certain other investments at prices that are too low,
or to miss favorable opportunities altogether.
Some
of the models used by the Adviser for the Fund are predictive in nature. The use
of predictive models has inherent risks. For example, such models may
incorrectly forecast future behavior, leading to potential losses. In addition,
in unforeseen or certain low-probability scenarios (often involving a market
disruption of some kind), such models may produce unexpected results, which can
result in losses for the Fund.
All
models rely on correct market data inputs. If incorrect market data is entered
into even a well-founded model, the resulting information will be incorrect.
However, even if market data is input correctly, “model prices” will often
differ substantially from market prices, especially for instruments with complex
characteristics, such as derivative instruments.
Options
Risk.
Options are complex derivatives that involve risks and are not suitable for
everyone. Options trading can be speculative in nature and carry substantial
risk of loss. Options may be subject to greater fluctuations in value than an
investment in the underlying securities. There are significant differences
between securities and options that could result in an imperfect correlation
between markets, causing a given transaction not to achieve its objectives.
Options may also be illiquid and the Fund may have difficulty closing out its
position prior to expiration.
Purchasing
and writing put and call options are specialized transactions with higher risk
than ordinary investments. The Fund may not fully benefit from or may lose money
on an option if changes in its value do not correlate as expected to changes in
the value of the underlying securities. If the Fund is not able to sell or close
an option in its portfolio, it would have to exercise the option to realize any
profit and would incur transaction costs on the purchase or sale of the
underlying securities. Transactions in options also involve the payment of
premiums, which may adversely affect the Fund’s performance.
◦Protective
Put Option Risk. A
put option gives the purchaser of the option, upon payment of a premium, the
right (but not the obligation) to sell, and the writer of the option, the
obligation to buy the underlying
security,
index, currency or other instrument at a specified exercise price. When the Fund
purchases a put option on a security or index, it may lose the entire premium
paid if the underlying security or index does not decrease in
value.
◦Protective
Put Spread Risk. When
the Fund purchases a protective put spread on a security or index, it may lose
the entire premium paid if the underlying security or index does not decrease in
value. The put spread also will not protect the entire loss of the security, but
only in the amount equal to the value of the long put options less the value of
the short put options.
◦Covered
Call Option Risk. A
covered call option, upon payment of a premium, gives the purchaser of the
option the right (but not the obligation) to buy, and the seller the obligation
to sell, the underlying instrument, which the seller owns, at a specified
exercise price. By writing covered call options in return for the receipt of
premiums, the Fund will give up the opportunity to benefit from potential
increases in the value of the underlying securities above the exercise prices of
the written options, but will continue to bear the risk of declines in the value
of such securities. The premiums received from the options may not be sufficient
to offset any losses sustained from the volatility of the underlying securities
over time. If trading is suspended, the Fund may be unable to write options at
times that may be desirable or advantageous to the Fund to do so.
◦Call
Spread Writing Risk. By
writing call spreads (or put spreads) in return for the receipt of premiums, the
Fund will give up some of the opportunity to benefit from potential increases
(or decreases) in the value of the underlying securities above (or below the
exercise prices) of the written options. The premiums received from the options
may not be sufficient to offset any losses sustained from the volatility of the
underlying securities over time.
Tax
Risk.
The writing of call options by the Fund may significantly reduce or eliminate
their ability to make distributions eligible to be treated as qualified dividend
income. Covered call options may also be subject to the federal tax rules
applicable to straddles under the Code. 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 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 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.
Underlying
ETF Investment Risk.
The
risk of owning an ETF generally reflects the risks of owning the underlying
securities that the ETF holds. When the Fund invests in ETFs, shareholders will
indirectly bear fees and expenses charged by the ETF in which the Fund invests
in addition to the Fund’s direct fees and expenses. The Fund also will incur
brokerage costs when it purchases ETFs. Furthermore, investments in ETFs could
affect the timing, amount and character of distributions to shareholders and,
therefore, may increase the amount of taxes payable by investors in the
Fund.
Shares
of ETFs are listed on securities exchanges and transacted at negotiated prices
in the secondary market. Generally, ETF shares trade at or near their most
recent NAV, which is generally calculated at least once daily for indexed-based
ETFs and more frequently for actively managed ETFs. However, certain
inefficiencies may cause the shares to trade at a premium or discount to their
pro rata NAV. There is also no guarantee that an active secondary market for
such shares will develop or continue to exist. Generally, an ETF only redeems
shares when
aggregated
as creation units. Therefore, if a liquid secondary market ceases to exist for
shares of a particular ETF, a shareholder may have no way to dispose of such
shares.
DISCLOSURE
OF PORTFOLIO HOLDINGS
Information
about the Fund’s daily portfolio holdings is available on the Fund’s website,
www.soundwatchfunds.com. A summarized description of the Fund’s policies and
procedures with respect to the disclosure of the Fund’s portfolio holdings is
available in the Fund’s Statement of Additional Information (“SAI”).
MANAGEMENT
OF THE FUND
Investment
Adviser
The
Fund’s investment adviser, Soundwatch Capital, LLC, is located at 137 Rowayton
Avenue, Suite 120, Rowayton, Connecticut 06853. The Adviser is an SEC-registered
investment advisory firm formed in 2014. As of January 31, 2023, the Adviser had
assets under management of approximately $554 million.
The
Fund has entered into an investment advisory agreement with the Adviser pursuant
to which the Adviser is responsible for the day-to-day management of the Fund in
accordance with its investment objective and policies. The Adviser also
furnishes the Fund with office space and certain administrative services and
provides most of the personnel needed to fulfill its obligations under the
advisory agreement. In addition, the Adviser has agreed to pay all expenses of
the Fund except for: (i) brokerage expenses and other fees, charges, taxes,
levies or expenses (such as stamp taxes) incurred in connection with the
execution of portfolio transactions or in connection with creation and
redemption transactions; (ii) legal fees or expenses in connection with any
arbitration, litigation or pending or threatened arbitration or litigation,
including any settlements in connection therewith; (iii) extraordinary expenses;
(iv) distribution fees and expenses paid by the Fund under any distribution plan
adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940 (if
applicable); (v) interest and taxes of any kind or nature; (vi) any fees and
expense related to the provision of securities lending services; and (vii) the
unitary management fee payable to the Adviser.
For
its services, the Adviser is entitled to a unitary management fee from the Fund
at an annual rate of 0.60% of the Fund’s average daily net assets. For the
fiscal year ended October 31, 2022, the Adviser received an aggregate fee, after
fee waivers, of 0.32% of average net assets of the Fund.
The
Adviser has contractually agreed to waive 0.10% of its unitary management fee to
reduce the unitary management fee to 0.50%. The fee waiver will remain in effect
through at least February 28, 2024, and may be terminated only by the Board.
Prior
to the Reorganization, the Adviser entered into an advisory agreement with the
Trust, on behalf of the Predecessor Fund, pursuant to which the Predecessor Fund
paid the Adviser 0.66% of the Predecessor Fund’s average daily net assets. The
management fee paid by the Predecessor Fund was not a unitary management fee.
A
discussion regarding the basis of the Board’s most recent approval of the Fund’s
investment advisory agreement is available in the Fund’s annual report to
shareholders for the reporting period ended October 31, 2022.
Portfolio
Managers
Robert
Hammer served as a portfolio manager of the Predecessor Fund since the
Predecessor Fund’s inception in 2016, and has served as a portfolio manager of
the Fund since its inception in October 2022. Before co-founding the Adviser in
2014, Mr. Hammer worked for more than 20 years in structuring and managing
derivative investments and teams for global banks in London, Paris, Tokyo, and
New York. He worked at RBS (previous ABN AMRO) in London and New York from 1999
to 2013. Most recently, from 2009 to 2013, Mr. Hammer was Managing Director and
Head of Equities and Equity Derivatives at RBS Americas, leading a team of 100
professionals. Mr. Hammer has a BS from the University of Delaware and an MBA
from Wharton Business School at the University of Pennsylvania.
Jan
Bos served as a portfolio manager of the Predecessor Fund since the Predecessor
Fund’s inception in 2016, and has served as a portfolio manager of the Fund
since its inception in October 2022. Before co-founding the Adviser in 2014, Mr.
Bos worked for more than 20 years building and managing investment products and
teams at financial institutions in Amsterdam, London, and New York. Mr. Bos
started ABN AMRO Equity Derivatives with two other colleagues in Amsterdam in
1992, helping to build it into a globally recognized multi-billion dollar
derivatives business as Managing Director and Head of Dutch and US markets. He
Co-Founded Volteq Capital in 2002, an investment company managing a hedged
equity fund and a volatility fund. Most recently, from 2010 to 2013, Mr. Bos was
an advisor for ABN AMRO, Milliman and a Dutch public housing association,
restructuring its multi-billion loan and derivatives portfolio. Mr. Bos has an
MBA from RSM Erasmus University in the Netherlands and a Masters in Physics from
Delft University of Technology in the Netherlands.
The
SAI provides additional information about the portfolio managers’ compensation,
other accounts managed by the portfolio managers and their ownership of
securities in the Fund.
BUYING
AND SELLING FUND SHARES
Shares
are or will be listed for secondary trading on the Exchange. When you buy or
sell the Shares on the secondary market, you will pay or receive the market
price. You may incur customary brokerage commissions and charges and may pay
some or all of the spread between the bid and the offered price in the secondary
market on each leg of a round trip (purchase and sale) transaction. The shares
will trade on the Exchange at prices that may differ to varying degrees from the
daily NAV of the shares. The Exchange is generally open Monday through Friday
and is closed weekends and the following holidays: New Year’s Day, Martin Luther
King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Juneteenth National
Independence Day, Independence Day, Labor Day, Thanksgiving Day and Christmas
Day.
NAV
per share for the Fund is computed by dividing the value of the net assets of
the Fund (i.e., the value of its total assets less total liabilities) by its
total number of shares outstanding. Expenses and fees, including management and
distribution fees, if any, are accrued daily and taken into account for purposes
of determining NAV. NAV is determined each business day, normally as of the
close of regular trading of the New York Stock Exchange (ordinarily 4:00 p.m.,
Eastern time).
When
determining NAV, the value of the Fund’s portfolio investments is based on
readily available market quotations, which generally means a reliable valuation
obtained from an exchange or other market, or fair value as determined by an
independent pricing service and evaluated by the Adviser. If a market quotation
is not readily available or does not otherwise accurately reflect the value of
an investment, an investment will be valued by another method that the Adviser
believes reflects fair value in accordance with the Trust’s valuation policies
and the Adviser’s related procedures. Fair value pricing represents the price
that would be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants at the measurement date.
Accordingly, the Fund’s NAV may reflect certain portfolio investments’ fair
values rather than their market prices.
Fair
value pricing involves subjective judgments, and it is possible that a fair
value determination for an investment will materially differ from the value that
could be realized upon the sale of the investment.
Frequent
Purchases and Redemptions of Shares
Unlike
frequent trading of a traditional open-end mutual fund’s (i.e., not
exchange-traded) shares, frequent trading of shares of the Fund on the secondary
market does not disrupt portfolio management, increase the Fund’s trading costs,
lead to realization of capitalization gains, or otherwise harm the Fund’s
shareholders because these trades do not involve the Fund directly. Certain
institutional investors are authorized to purchase and redeem the Fund’s shares
directly with the Fund. Because these trades are effected in-kind (i.e., for
securities, and not for cash), they do not cause any of the harmful effects
noted above that may result from frequent cash trades. Moreover, the Fund
imposes transaction fees on in-kind purchases and redemptions of Creation Units
to cover the custodial and other costs incurred by the Fund in effecting in-kind
trades. These fees increase if an investor substitutes cash in part or in whole
for Creation Units, reflecting the fact that the Fund’s trading costs increase
in those circumstances. For
these
reasons, the Board has determined that it is not necessary to adopt policies and
procedures to detect and deter frequent trading and market-timing in shares of
the Fund.
DIVIDENDS,
DISTRIBUTIONS, AND TAXES
Fund
Distributions
The
Fund intends to pay out dividends, if any, annually, and distribute any net
realized capital gains to its shareholders annually.
Dividend
Reinvestment Service
Brokers
may make available to their customers who own shares the Depository Trust
Company (“DTC”) book-entry dividend reinvestment service. If this service is
available and used, dividend distributions of both income and capital gains will
automatically be reinvested in additional whole shares of the Fund. Without this
service, investors would receive their distributions in cash. In order to
achieve the maximum total return on their investments, investors are encouraged
to use the dividend reinvestment service. To determine whether the dividend
reinvestment service is available and whether there is a commission or other
charge for using this service, consult your broker. Brokers may require the
Fund’s shareholders to adhere to specific procedures and timetables. If this
service is available and used, dividend distributions of both income and
realized gains will be automatically reinvested in additional whole shares of
the Fund purchased in the secondary market.
Tax
Information
Below
the Fund has summarized some important U.S. federal income tax considerations
generally applicable to investments in the Fund. The summary is based on current
tax law, which may be changed by legislative, judicial or administrative action.
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.
The
Fund has elected and intends to qualify each year for treatment as a regulated
investment company (“RIC”) within the meaning of Subchapter M of the Code. 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, the 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
you are a tax-exempt entity or your investment in shares is made through
tax-deferred retirement account, such as an individual retirement account, you
need to be aware of the possible tax consequences when the Fund makes
distributions, you sell shares, and you purchase or redeem Creation Units (APs
only).
Taxes
on Distributions
The
Fund will generally make distributions of dividends from any net investment
income and capital gains annually. Dividends of net investment income and
distributions from the Fund’s net short-term capital gains are taxable to you as
ordinary income or, in some cases, as qualified dividend income. Distributions
from the Fund’s net capital gain (the excess of its net long-term capital gains
over its net short-term capital losses) are generally taxable to non-corporate
shareholders at rates of up to 20%, regardless of how long the shareholders held
their respective shares in the Fund. You will be taxed in the same manner
whether you receive your dividends and capital gain distributions in cash or
reinvest them in additional shares.
Distributions
that the Fund reports as “qualified dividend income” may be eligible to be taxed
to non-corporate shareholders at rates of up to 20% if requirements, including
holding period requirements, are satisfied. In general, the Fund may report its
dividends as qualified dividend income to the extent derived from dividends paid
to the Fund 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. A portion of the dividends received from the Fund (but none of its
capital gain distributions) may qualify for the dividends received deduction for
corporations.
A
tax of 3.8% applies to all or a portion of net investment income of U.S.
individuals with income exceeding specified thresholds, and to all or a portion
of undistributed net investment income of certain estates and trusts. Net
investment income generally includes for this purpose dividends and capital gain
distributions paid by the Fund and gain on the redemption of shares.
Any
dividend or capital gain distribution paid by the Fund has the effect of
reducing the NAV per share on the ex-dividend date by the amount of the dividend
or capital gain distribution. You should note that a dividend or capital gain
distribution paid on shares purchased shortly before that dividend or capital
gain distribution was declared will be subject to income taxes even though the
dividend or capital gain distribution represents, in substance, a partial return
of capital to you. This is known as “buying a dividend” and should be avoided by
taxable investors.
Although
distributions are generally taxable when received, certain distributions
declared in October, November, or December to shareholders of record on a
specified date in such a month but paid the following January are taxable as if
received in December of the year in which the dividend is declared.
The
Fund will send you a report annually summarizing the amount and tax aspects of
your distributions. The Fund will be required to report to the Internal Revenue
Service (“IRS”) all distributions of taxable income and capital gains as well as
gross proceeds from the redemption of shares, except in the case of exempt
shareholders, which includes most corporations. The Fund will also be required
to report tax basis information for such shares and indicate whether these
shares had a short-term or long-term holding period. If a shareholder has a
different basis for different shares in the same account (e.g., if a shareholder
purchased shares in the same account at different times for different prices),
the Fund calculates the basis of the shares sold using its default method unless
the shareholder has properly elected to use a different method. The Fund’s
default method for calculating basis is first-in, first-out (“FIFO”). A
shareholder may elect, on an account-by-account basis, to use a method other
than FIFO by following procedures established by the Fund or its administrative
agent. If such an election is made on or prior to the date of the first exchange
or redemption of shares in the account and on or prior to the date that is one
year after the shareholder receives notice of the Fund’s default method, the new
election will generally apply as if the FIFO method had never been in effect for
such account. Shareholders should consult their tax advisers concerning the tax
consequences of applying the Fund’s default method or electing another method of
basis calculation. Shareholders also should carefully review any cost basis
information provided to them and make any additional basis, holding period or
other adjustments that are required when reporting these amounts on their
federal income tax returns.
Taxes
on Sale of Shares
Each
sale of shares may be a taxable event. A sale may result in a gain or loss to
you. Assuming you hold shares of the Fund as a capital asset, any gain or loss
generally will be treated as a short-term capital loss if you held the shares 12
months or less, except that any capital loss on a sale of shares held for six
months or less held for six months or less is treated as a long-term capital
loss to the extent of capital gain distributions paid with respect to such
shares. Any capital gain or loss generally will be treated as long-term if you
held the shares for longer than 12 months. If you redeem your shares, it is
considered a taxable event for you. Depending on the purchase price and the
redemption price of the shares you redeem, you may have a gain or a loss on the
transaction. You are responsible for any tax liabilities generated by your
transaction. All or a portion of any loss realized upon a taxable disposition of
shares will be disallowed if you purchase other substantially identical shares
within 30 days before or after the disposition. In such a case, the basis of the
newly purchased shares will be adjusted to reflect the disallowed loss. The
ability to deduct capital losses may be limited depending on your
circumstances.
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 IRS 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 its holdings) or on the basis that there has been no significant
change in economic position. Persons exchanging securities or non-U.S. currency
for Creation Units should consult their own tax advisor with respect to the tax
treatment of any creation or redemption transaction and whether the wash sale
rules apply and when a loss might be deductible.
Gain
or loss recognized by an AP upon an issuance of Creation Units in exchange for
securities, or upon a redemption of Creation Units, may be capital or ordinary
gain or loss depending on the circumstances. Any capital gain or loss realized
upon an issuance of Creation Units in exchange for securities will generally be
treated as long-term capital gain or loss if the securities have been held for
more than one year. Any capital gain or loss realized upon the redemption of a
Creation Unit will generally be treated as long-term capital gain or loss if the
shares comprising the Creation Unit have been held for more than one year.
Otherwise, such capital gains or losses are treated as short-term capital gains
or losses.
The
Fund may include cash when paying the redemption price for Creation Units in
addition to, or in place of, the delivery of a basket of securities. The Fund
may be required to sell portfolio securities in order to obtain the cash needed
to distribute redemption proceeds. This may cause the 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,
the Fund may be less tax efficient if it includes such a cash payment than if
the in-kind redemption process was used.
Non-U.S.
Investors
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 distributions) paid to
you by the Fund will generally be subject to a U.S. withholding tax at the rate
of 30%, unless a lower treaty rate applies. The 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.
Under
legislation generally known as “FATCA” (the Foreign Account Tax Compliance Act),
the 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.
Backup
Withholding
The
Fund (or financial intermediaries, such as brokers, through which shareholders
own shares) generally is required to withhold and to remit to the U.S. Treasury
a percentage of the taxable distributions and the sale or redemption proceeds
paid to any shareholder who fails to properly furnish a correct taxpayer
identification number, who has under-reported dividend or interest income, or
who fails to certify that he, she or it is not subject to such
withholding.
Foreign
Taxes
To
the extent the Fund invests in foreign securities, it may be subject to foreign
withholding taxes with respect to dividends or interest the Fund received from
sources in foreign countries.
Additional
information concerning taxation of the Fund and its shareholders is contained in
the SAI. Tax consequences are not the primary consideration of the Fund in
making its investment decisions. If you have a tax-advantaged retirement
account, you will generally not be subject to federal taxation on any dividends
and capital gain distributions until you begin receiving your distributions from
your retirement account. You
should consult your own tax adviser concerning federal, state and local tax
considerations of an investment in the Fund.
DISTRIBUTION
Distributor
Quasar
Distributors, LLC (the “Distributor”), a wholly-owned broker-dealer subsidiary
of Foreside Financial Group, LLC, is located at 111 E. Kilbourn Avenue, Suite
2200, Milwaukee, Wisconsin 53202, and is the
distributor
for the Fund’s shares. The Distributor is a registered broker-dealer and a
member of the Financial Industry Regulatory Authority (“FINRA”). The
Distributor distributes Creation Units for the Fund on an agency basis and does
not maintain a secondary market in shares. The Distributor has no role in
determining the policies of the Fund or the securities that are purchased or
sold by the Fund.
Exchange
Shares
are not sponsored, endorsed, or promoted by the Exchange. The Exchange makes no
representation or warranty, express or implied, to the owners of the shares. The
Exchange is not responsible for, nor has it participated in, the determination
of the timing of, prices of, or quantities of the shares to be issued, or in the
determination or calculation of the equation by which the shares are
redeemable.
The
Exchange has no obligation or liability to owners of the shares in connection
with the administration, marketing, or trading of the 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 Fund make no representation or warranty, express or implied, to
the owners of shares or any members of the public regarding the advisability of
investing in securities generally or in the Fund particularly.
Premium/Discount
Information
Information
regarding how often shares of the Fund traded on the Exchange at a price above
(i.e., at a premium) or below (i.e., at a discount) the NAV of the Fund is
available on the Fund’s website at www.soundwatchfunds.com.
FINANCIAL
HIGHLIGHTS
On
October 24, 2022, the Hedged Equity ETF acquired all of the assets and
liabilities of the Predecessor Fund in exchange for shares of beneficial
interest of the Hedged Equity ETF. As a result of the Reorganization, the Hedged
Equity ETF adopted the financial and performance history of the Predecessor
Fund. The financial highlights tables are intended to help you understand the
Predecessor Fund’s financial performance for the past five fiscal years shown.
Certain information reflects financial results for a single share. The total
returns in the 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). The information has been audited by BBD, LLP, the Predecessor
Fund’s and the Fund’s independent registered public accounting firm, whose
report, along with the Predecessor Fund’s financial statements, are included in
the Predecessor Fund’s annual report, which is available upon
request.
Institutional
Class
Per
Share Data for a Share Outstanding Throughout Each Year Presented.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
| For
the Year ended October 31, 2022 |
| For
the Year ended October 31, 2021 |
| For
the Year ended October 31, 2020 |
| For
the Year ended October 31, 2019 |
| For
the Year ended October 31, 2018 |
|
Net
Asset Value, Beginning of Year |
$ |
23.77 |
|
| $ |
19.13 |
|
| $ |
18.17 |
|
| $ |
17.33 |
|
| $ |
17.21 |
| |
Income
from Investment Operations: |
|
|
|
|
|
|
|
|
| |
Net
investment income(1) |
0.15 |
|
| 0.14 |
|
| 0.23 |
|
| 0.24 |
|
| 0.13 |
| |
Net
realized and unrealized gain (loss) on investments |
(2.79) |
|
| 4.69 |
|
| 1.00 |
|
| 0.78 |
|
| 0.10 |
|
(2) |
Total
income (loss) from investment operations |
(2.64) |
|
| 4.83 |
|
| 1.23 |
|
| 1.02 |
|
| 0.23 |
| |
Less
Distributions: |
|
|
|
|
|
|
|
|
| |
Net
investment income |
(0.13) |
|
| (0.19) |
|
| (0.27) |
|
| (0.18) |
|
| (0.11) |
| |
Total
distributions |
(0.13) |
|
| (0.19) |
|
| (0.27) |
|
| (0.18) |
|
| (0.11) |
| |
|
|
|
|
|
|
|
|
|
| |
Net
Asset Value, End of Year |
$ |
21.00 |
|
| $ |
23.77 |
|
| $ |
19.13 |
|
| $ |
18.17 |
|
| $ |
17.33 |
| |
Total
Return (3) |
|
|
|
|
|
|
|
|
| |
Net
Asset Value (4) |
(11.18) |
% |
| 25.44 |
% |
| 6.83 |
% |
| 5.94 |
% |
| 1.31 |
% |
|
Market
Value (5) |
(11.13) |
% |
(6) |
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
| |
SUPPLEMENTAL
DATA AND RATIOS: |
|
|
|
|
|
|
|
| |
Net
assets, end of year (in thousands) |
$ |
95,527 |
|
| $ |
105,649 |
|
| $ |
84,391 |
|
| $ |
93,905 |
|
| $ |
105,986 |
| |
Ratio
of expenses to average net assets
(7) |
|
|
|
|
|
|
|
|
| |
Before
fees waived/reimbursed by the Adviser |
1.07 |
% |
| 1.06 |
% |
| 1.09 |
% |
| 1.06 |
% |
| 1.19 |
% |
|
After
fees waived/reimbursed by the Adviser |
0.71 |
% |
| 0.72 |
% |
| 0.71 |
% |
| 0.75 |
% |
| 0.97 |
% |
|
Ratio
of net investment income to average net assets (8) |
|
|
|
|
|
|
|
|
| |
After
fees waived/reimbursed by the Adviser |
0.69 |
% |
| 0.64 |
% |
| 1.24 |
% |
| 1.36 |
% |
| 0.76 |
% |
|
Portfolio
Turnover Rate |
25 |
% |
| 2 |
% |
| 13 |
% |
| 23 |
% |
| 8 |
% |
|
(1)Computed
using the average shares method.
(2)The
net realized and unrealized gain on investments per share does not accord with
the net of the amounts reported in the statement of operations due to the timing
of purchases and redemptions of the Fund shares during the year.
(3)Performance
figures may reflect fee waivers and/or expense reimbursements. In the absence of
fee waivers and/or expense reimbursements, the total return would have been
lower. Past performance is no guarantee of future results.
(4)Net
asset value total return is calculated assuming an initial investment made at
the net asset value at the beginning of the period, reinvestment of all
dividends and distributions at net asset value during the period and redemption
on the last day of the period at net asset value.
(5)Market
value total return is calculated assuming an initial investment made at market
value at the beginning of the period, reinvestment of all dividends and
distributions at net asset value during the period and redemption on the last
day of the period at market value. Market value returns may vary from net asset
value returns.
(6)Effective
October 24, 2022, the Fund converted from a Mutual Fund to an ETF pursuant to an
Agreement and Plan of Reorganization. See Note 1 in the Notes to Financial
Statements for additional information about the Reorganization. Due to the
reorganization, market value total return for the year ended October 31, 2022
was calculated assuming an initial investment made at net asset value at the
beginning of the period, reinvestment of all dividends and distributions at net
asset value during the period and redemption on the last day of the period at
market value. The market value total return for the period from October 24, 2022
to October 31, 2022, assuming an initial investment made at market value at the
beginning of the period and redemption on the last day of the period at market
value, was 1.55%.
(7)The
ratio of expenses to average net assets includes tax, short dividend and/or
interest expense. For the years ended October 31, 2022, October 31, 2021,
October 31, 2020, October 31, 2019 and October 31, 2018, the ratio of expenses
to average net assets excluding tax, short dividend and/or interest expense
before fees waived by the Adviser was 1.02%, 1.00%, 1.04%, 1.05%, and 1.17%,
respectively. Excluding tax, short dividend and/or interest expense, the ratio
of expenses to average net assets, after fees waived by the Adviser, was 0.66%,
0.66%, 0.66%, 0.74% and 0.95%, respectively.
(8)The
ratio of net investment income to average net assets includes tax, short
dividend and/or interest expense. For the years ended October 31, 2022, October
31, 2021, October 31, 2020, October 31, 2019 and October 31, 2018, the ratio of
net investment income to average net assets excluding tax, short dividend and/or
interest expense after fees waived by the Adviser was 0.74%, 0.70%, 1.29%,
1.37%, and 0.78%, respectively.
Investment
Adviser
Soundwatch
Capital, LLC
137
Rowayton Avenue, Suite 120
Rowayton,
Connecticut 06853
Distributor
Quasar
Distributors, LLC
111
East Kilbourn Avenue, Suite 2200
Milwaukee,
Wisconsin 53202
Custodian
U.S.
Bank National Association
Custody
Operations
1555
North Rivercenter Drive, Suite 302
Milwaukee,
Wisconsin 53212
Transfer
Agent
U.S.
Bancorp Fund Services, LLC
615
East Michigan Street
Milwaukee,
Wisconsin 53202
Independent
Registered Public Accounting Firm
BBD,
LLP
1835
Market Street, 3rd Floor
Philadelphia,
Pennsylvania 19103
Legal
Counsel
Morgan,
Lewis & Bockius, LLP
1111
Pennsylvania Avenue NW
Washington,
DC 20004
Soundwatch
Hedged Equity ETF
You
can find more information about the Fund in the following
documents:
Statement
of Additional Information
The
SAI provides additional details about the investments and techniques of the Fund
and certain other additional information. A current SAI is on file with the SEC
and is incorporated into this Prospectus by reference. This means that the SAI
is legally considered a part of this Prospectus even though it is not physically
within this Prospectus.
Annual
and Semi-Annual Reports
Additional
information about the Fund’s investments will be available in the Fund’s annual
and semi-annual reports to shareholders. In the annual report, when available,
you will find a discussion of the market conditions and investment strategies
that significantly affect the Fund’s performance after the first fiscal year the
Fund is in operation.
The
Predecessor Fund’s annual and semi-annual reports provide the most recent
financial reports and portfolio listings for the Predecessor Fund. The annual
report contains a discussion of the market conditions and investment strategies
that affected the Predecessor Fund’s performance during the Predecessor Fund’s
last fiscal year.
You
can obtain a free copy of the SAI and shareholder reports (when available),
request other information, or make general inquiries about the Fund by calling
the Fund at 888-244-4601 or by visiting the Fund’s website at
www.soundwatchfunds.com. You may also write to:
Soundwatch
Funds
c/o
U.S. Bank Global Fund Services
P.O.
Box 701
Milwaukee,
Wisconsin 53201-0701
Reports
and other information about the Fund are available:
•Free
of charge from the SEC’s EDGAR database on the SEC’s website at
http://www.sec.gov; or
•For
a duplicating fee, by electronic request at the following e-mail address:
publicinfo@sec.gov.
(The
Trust’s SEC Investment Company Act file number is 811‑21422.)