ck0001540305-20220228
Hoya Capital Housing ETF
(HOMZ)
Hoya Capital High Dividend Yield
ETF
(RIET)
Listed
on NYSE Arca, Inc.
PROSPECTUS
June
30, 2022
The
U.S. Securities and Exchange Commission (“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.
Hoya
Capital Housing ETF
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Hoya
Capital High Dividend Yield ETF Summary |
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HOYA
CAPITAL HOUSING ETF SUMMARY
Investment Objective
The
Hoya Capital Housing ETF (the “Fund”) seeks to track the performance, before
fees and expenses, of the Hoya Capital Housing 100TM
Index (the “Index”).
Fees and Expenses of the
Fund
The
following table describes the fees and expenses 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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Annual
Fund Operating Expenses (expenses
that you pay each year as a percentage of the value of your
investment) |
Management
Fees |
0.30% |
Distribution
and/or Service (12b-1) Fees |
0.00% |
Other
Expenses |
0.00% |
Total
Annual Fund Operating Expenses |
0.30% |
Expense 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 continue to hold or 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 |
3
Years |
5
Years |
10
Years |
$31 |
$97 |
$169 |
$381 |
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 February 28,
2022, the Fund’s portfolio turnover rate was 13% of the average value of its
portfolio.
Principal Investment
Strategy
The
Fund uses a “passive management” – or indexing – investment approach to track
the performance, before fees and expenses, of the Index. The Index was
established on August 17, 2018 by Hoya Capital Index Innovations, LLC, the
Fund’s index provider (the “Index Provider”), and is a rules-based index
composed of 100 companies that collectively represent the performance of the
U.S. residential housing industry. The Index is designed to track total spending
on housing and housing-related services across the United States.
Hoya
Capital Housing 100 Index
Construction
of the Index begins with the universe of U.S.-listed equity securities.
Companies are then screened to keep only those with significant business
operations in one of four US Housing Industry Business Segments: 1) Home
Ownership and Rental Operations; 2) Home Building and Construction; 3) Home
Improvement and Furnishings; and 4) Home Financing, Technology & Services.
Companies that meet this criterion are then screened to remove companies that
have a low percentage of their shares directly or indirectly available to the
public or fail to meet certain liquidity thresholds. The companies remaining
after the above screens are met will constitute the “Index
Universe.”
Each
of the four US Housing Industry Business Segments are weighted in the Index
based on an approximation of their relative contribution to US Gross Domestic
Product, as defined by the Index Provider at index
origination.
The
Index rules assign each company in the Index Universe a classification (each, a
“US Housing Industry Sector”) based on the percentage of the company’s revenues
derived from that particular residential real estate-related business segment.
The Index will be comprised of the largest companies by market capitalization
from the applicable US Housing Industry Sector.
The
US Housing Industry Sectors included in the Index and the weight and quantity of
components allocated to each US Housing Industry Sector component, as of each
Index reconstitution date, are as follows:
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Hoya
Capital Housing 100™ Index |
Index
Weight |
Number
of Constituents |
Weight
per Constituent |
Home
Ownership & Rental Operations |
30% |
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Residential
Real Estate Investment Trusts (“REITs”) & Real Estate
Operators |
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20 |
1.50% |
Home
Building & Construction |
30% |
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Homebuilders |
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10 |
1.50% |
Home
Building Products & Materials |
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20 |
0.75% |
Home
Improvement & Furnishings |
20% |
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Home
Improvement Retailers |
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2 |
3.00% |
Home
Furnishings & Home Goods |
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18 |
0.78% |
Home
Financing, Technology & Services |
20% |
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Mortgage
Lenders & Servicers |
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16 |
0.67% |
Property,
Title & Mortgage Insurers |
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8 |
0.67% |
Real
Estate Technology, Brokerage & Services |
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6 |
0.67% |
Hoya
Capital Housing 100™ Index |
100% |
100 |
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The
Index is reconstituted and rebalanced semi-annually in June and
December.
The
Fund’s Investment Strategy
Under
normal circumstances, at least 80% of the Fund’s net assets, plus borrowings for
investment purposes, will be invested in real estate and housing-related
companies. The foregoing policy may be changed without shareholder approval upon
60 days’ written notice to shareholders.
The
Fund will generally use a “replication” strategy to achieve its investment
objective, meaning it generally will invest in all of the component securities
of the Index in approximately the same proportion as in the Index. However, the
Fund may use a “representative sampling” strategy, meaning it may invest in a
sample of the securities in the Index whose risk, return and other
characteristics closely resemble the risk, return and other characteristics of
the Index as a whole, when the Fund’s sub-adviser believes it is in the best
interests of the Fund (e.g.,
when replicating the Index involves practical difficulties or substantial costs,
an Index constituent becomes temporarily illiquid, unavailable, or less liquid,
or as a result of legal restrictions or limitations that apply to the Fund but
not to the Index).
The
Fund generally may invest in securities or other investments not included in the
Index, but which the Fund’s sub-adviser believes will help the Fund track the
Index. For example, the Fund may invest in securities that are not components of
the Index to reflect various corporate actions and other changes to the Index
(such as reconstitutions, additions, and deletions).
To
the extent the Index concentrates (i.e.,
holds more than 25% of its total assets) in the securities of a particular
industry or group of related industries, the Fund will concentrate its
investments to approximately the same extent as the Index. The Index, and
consequently the Fund, is expected to generally be concentrated in housing and
real estate-related industries.
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 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 per share
(“NAV”), trading price, yield, total return and/or ability to meet its
objectives. For more information about the risks of investing in the Fund, see
the section in the Fund’s Prospectus titled “Additional Information About the
Fund.”
•Concentration
Risk.
The Fund’s investments will be concentrated in an industry or group of
industries to the extent the Index is so concentrated, and the Index is expected
to be concentrated in housing and real estate-related industries. When the Fund
focuses its investments in a particular industry or sector, financial, economic,
business, and other developments affecting issuers in that industry, market, or
economic sector will have a greater effect on the Fund than if it had not done
so.
•Construction
and Housing Risk.
The construction and housing industry can be significantly affected by the
national, regional and local real estate markets. This industry is also
sensitive to interest rate fluctuations which can cause changes in the
availability of mortgage capital and directly affect the purchasing power of
potential homebuyers. The building industry can be significantly affected by
inflation, supply chain disruptions, increased commodity prices, changes in
government spending, consumer confidence, demographic patterns and the level of
new and existing home sales. Supply and demand for specific products or services
may affect the construction and housing industry. Companies in the consumer
discretionary sector depend on disposable household income and consumer
spending, and such companies may be strongly affected by social trends,
marketing campaigns, and changes in consumer tastes and preferences. These
companies may be subject to competition, which may have an adverse impact on
their profitability. The construction and housing industry may be significantly
affected by changes in interest rates, government regulation, the rate of
defaults on corporate, consumer and government debt, the availability and cost
of capital, and fallout from the housing and sub-prime mortgage
crisis.
•Equity
Market Risk. The
equity securities held in the Fund’s portfolio may experience sudden,
unpredictable drops in value or long periods of decline in value. This may occur
because of factors that affect securities markets generally or factors affecting
specific issuers, industries, or sectors in which the Fund invests. Common
stocks are generally exposed to greater risk than other types of securities,
such as preferred stock and debt obligations, because common stockholders
generally have inferior rights to receive payment from issuers. In addition,
local, regional or global events such as war, including Russia’s invasion of
Ukraine, acts of terrorism, spread of infectious diseases or other public health
issues, recessions, rising inflation, or other events could have a significant
negative impact on the Fund and its investments. For example, the global
pandemic caused by COVID-19, a novel coronavirus, and the aggressive responses
taken by many governments, including closing borders, restricting international
and domestic travel, and the imposition of prolonged quarantines or similar
restrictions, has had negative impacts, and in many cases severe impacts, on
markets worldwide. The COVID-19 pandemic has caused prolonged disruptions to the
normal business operations of companies around the world and the impact of such
disruptions is hard to predict. Such events may affect certain geographic
regions, countries, sectors and industries more significantly than others. Such
events could adversely affect the prices and liquidity of the Fund’s portfolio
securities or other instruments and could result in disruptions in the trading
markets.
•ETF
Risks. 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 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.
◦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, and this could lead to differences
between the market price of the Shares and the underlying value of those
Shares.
•Index
Provider Risk.
There is no assurance that the Index Provider, or any agents that act on its
behalf, will compile the Index accurately, or that the Index will be determined,
maintained, constructed, reconstituted, rebalanced, composed, calculated or
disseminated accurately. The Adviser relies upon the Index Provider and its
agents to compile, determine, maintain, construct, reconstitute, rebalance,
compose, calculate (or arrange for an agent to calculate), and disseminate the
Index accurately. Any losses or costs associated with errors made by the Index
Provider or its agents generally will be borne by the Fund and its
shareholders.
•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, but they may also be subject to slower growth
than small-capitalization companies during times of economic expansion. 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, but they may also be
nimbler and more responsive to new challenges than large-capitalization
companies. Some mid-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. 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.
•Models
and Data Risk. The
composition of the Index is heavily dependent on proprietary quantitative models
as well as information and data supplied by third parties (“Models and
Data”).
When
Models and Data prove to be incorrect or incomplete, any decisions made in
reliance thereon may lead to securities being included in or excluded from the
Index that would have been excluded or included had the Models and Data been
correct and complete. If the composition of the Index reflects such errors, the
Fund’s portfolio can be expected to reflect the errors, too.
•Passive
Investment Risk.
The Fund is not actively managed, and its sub-adviser would not sell shares of
an equity security due to current or projected underperformance of a security,
industry, or sector, unless that security is removed from the Index or the
selling of shares of that security is otherwise required upon a reconstitution
or rebalancing of the Index in accordance with the Index methodology.
•Real
Estate Investment Risk.
Investments in real estate companies involve unique risks. Real estate
companies, including REITs and real estate operating companies, may have limited
financial resources, may trade less frequently and in limited volume, and may be
more volatile than other securities. Investing in real estate companies entails
certain risks associated with the direct ownership of real estate, such as a
decrease in value of real estate, as well as the real estate industry in
general. Many factors may affect real estate values, including general, regional
and local economic conditions, fluctuations in interest rates and property tax
rates, the amount of new construction in a particular area, laws and regulations
affecting real estate (including zoning and tax laws, environmental regulations,
and other governmental action, such as the exercise of eminent domain), and the
costs of owning, maintaining and improving real estate. The availability of
mortgages may also affect real estate values. Real estate companies are also
subject to heavy cash flow dependency, increased operating expenses, the skill
of management, changes in property values and rental rates, overbuilding, losses
due to natural disasters, casualty or condemnation, defaults by borrowers, and
self-liquidation.
In
addition to these risks, property-owning REITs may be affected by changes in the
value of the underlying property owned by the trusts, while mortgage-based REITs
may be affected by the quality of any credit extended. REITs are also subject to
heavy cash flow dependency, defaults by borrowers and self-liquidation. In
addition, U.S. REITs could possibly fail to qualify for the beneficial tax
treatment available to REITs under the Internal Revenue Code of 1986, as amended
(the “Code”), or to maintain their exemptions from registration under the
Investment Company Act of 1940, as amended (the “1940 Act”). The Fund expects
that dividends received from a REIT and distributed to Fund shareholders
generally will be taxable to the shareholder as ordinary income. The above
factors may also adversely affect a borrower’s or a lessee’s ability to meet its
obligations to the REIT. In the event of a default by a borrower or lessee, the
REIT may experience delays in enforcing its rights as a mortgagee or lessor and
may incur substantial costs associated with protecting investments. In addition,
the Fund holds interests in REITs, and it is expected that investors in the Fund
will bear two layers of asset-based management fees and expenses (directly at
the Fund level and indirectly at the REIT level).
•Tracking
Error Risk. As
with all index funds, the performance of the Fund and the Index may differ from
each other for a variety of reasons. For example, the Fund incurs operating
expenses and portfolio transaction costs not incurred by the Index. In addition,
the Fund may not be fully invested in the securities of the Index at all times
or may hold securities not included in the Index.
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 most
recent calendar year ended December 31. The table illustrates how the Fund’s
average annual returns for the 1-year and since inception periods compare with
those of the Index and two broad measures 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 available on the
Fund’s website at www.hoyaetfs.com.
Calendar Year Total
Return
For
the year-to-date period ended
March 31, 2022, the
Fund’s total return was -13.89%.
During
the period of time shown in the bar chart, the Fund’s highest quarterly return
was 34.79% for the quarter ended June 30, 2020, and
the lowest quarterly return was
-33.81% for the quarter ended March 31,
2020.
Average Annual Total Returns
For the Periods Ended December 31,
2021
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Hoya
Capital Housing ETF |
1
Year |
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Since
Inception
(3/19/19) |
Return Before
Taxes |
41.06% |
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26.32% |
Return After Taxes on
Distributions |
40.70% |
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25.55% |
Return After Taxes on Distributions and
Sale of Fund Shares |
24.48% |
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20.64% |
Hoya
Capital Housing 100 Index (GTR)
(reflects no deduction for
fees, expenses, or taxes) |
41.99% |
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26.98% |
S&P
500 TR
(reflects
no deduction for fees, expenses, or taxes) |
28.71% |
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22.62% |
S&P
MidCap 400 Total Return Index
(reflects
no deduction for fees, expenses, or taxes) |
24.76% |
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17.35% |
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 |
Hoya
Capital Real Estate, LLC (the “Adviser”) |
Sub-Adviser |
Penserra
Capital Management, LLC (“Penserra” or the “Sub-Adviser”) |
Portfolio
Managers |
Dustin
Lewellyn, CFA, Managing Director of Penserra; Ernesto Tong, CFA, Managing
Director of Penserra; and Anand Desai, Associate of Penserra have been
portfolio managers of the Fund since its inception in March
2019.
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Purchase
and Sale of Shares
Shares
are listed on the Exchange, and individual Shares may only be bought and sold in
the secondary market through brokers 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).
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 and/or a designated amount of U.S. cash.
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”). Recent information about the Fund,
including its NAV, market price, premiums and discounts, and bid-ask spreads is
available on the Fund’s website at www.hoyaetfs.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. The Fund seeks to maintain relatively consistent monthly
distributions; however, because the amount of income earned by the Fund varies
from month-to-month, the Fund’s distributions may be more or less than the
actual amount of income earned in that period and may include income, return of
capital, and capital gains.
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.
HOYA
CAPITAL HIGH DIVIDEND YIELD ETF SUMMARY
Investment Objective
The Hoya Capital High Dividend
Yield ETF (the “Fund”) seeks to track the performance, before fees and expenses,
of the Hoya Capital High Dividend Yield Index (the
“Index”).
Fees and Expenses of the
Fund
The
following table describes the fees and expenses 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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Annual
Fund Operating Expenses (expenses
that you pay each year as a percentage of the value of your
investment) |
Management
Fees |
0.50% |
Distribution
and/or Service (12b-1) Fees |
0.00% |
Other
Expenses1 |
0.00% |
Total
Annual Fund Operating Expenses |
0.50% |
1
Estimated for the current
fiscal year.
Expense 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 continue to hold or 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:
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 period September 21, 2021
(commencement of operations) through February 28, 2022, the Fund’s
portfolio turnover rate was 7% of the average value of its
portfolio.
Principal Investment
Strategy
The
Fund uses a “passive management” – or indexing – investment approach to track
the performance, before fees and expenses, of the Index. The Index was
established on May 1, 2021 by Hoya Capital Index Innovations, LLC, the Fund’s
index provider (the “Index Provider”), and is a rules-based index that is
designed to provide diversified exposure to 100 U.S.-listed real estate-related
securities that collectively provide income through high dividend
yields.
Hoya
Capital High Dividend Yield Index
Construction
of the Index begins with the universe of U.S.-listed common and preferred stock
of real estate investment trusts (“REITs”) and real estate operating companies,
subject to certain investibility and liquidity requirements, including a minimum
market capitalization of $100 million and an average daily value traded greater
than or equal to $100,000 over the prior 30 days. The Index rules divide REITs
in the Index universe into three equal-sized tiers based on market
capitalization: Large-Cap REITs, Mid-Cap REITs, and Small-Cap REITs (each, a
“Market Cap Tier”).
The
Index rules then assign each company one of the following classifications based
on the percentage of the company’s revenues derived from that particular real
estate-related business segment (each, a “Property Sector”):
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Property
Sectors |
•Healthcare
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•Data
Center |
•Storage |
•Home
Financing |
•Industrial |
•Net
Lease |
•Lodging |
•Commercial
Financing |
•Infrastructure |
•Retail |
•Office |
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•Residential |
•Land/
Agriculture |
•Specialty/Other |
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The
Index then identifies the group of ten “Dividend Champions” by starting with the
two largest companies by market capitalization in each Property Sector and
selecting the one in each Property Sector with the highest dividend yield based
on the company’s most recent ordinary dividend. From this group of 14 companies
(one from each Property Sector), the two companies with the lowest dividend
yield and the two companies with the highest debt ratio are set aside, leaving
ten “Dividend Champions” that will be included in the Index.
After
the Dividend Champions are selected, the Index sorts the common stock of the
companies other than the Dividend Champions based on dividend yield and selects
the highest yielding companies from each Market Cap Tier in the weight and
quantity shown in the table below. The selections are subject to a
maximum of six companies per Property Sector in each Market Cap Tier.
Also
included in the Index are U.S.-listed preferred securities issued by REITs and
real estate operating companies (“Preferreds”). The Index rules consider the 50
most actively-traded Preferreds, and the 30 Preferreds (of the 50) with the
highest dividend yield are included in the Index.
The
weight and quantity of companies allocated to each Index category, as of each
Index reconstitution date, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
Hoya
Capital High Dividend Yield Index |
Index
Weight |
Number
of Constituents |
Weight
per Constituent |
Dividend
Champions |
15% |
10 |
1.50% |
|
|
|
|
Large-Cap
REITs |
15% |
10 |
1.50% |
|
|
|
|
Mid-Cap
REITs |
30% |
25 |
1.20% |
|
|
|
|
Small-Cap
REITs |
30% |
25 |
1.20% |
|
|
|
|
Preferreds |
10% |
30 |
0.33% |
|
|
|
|
Hoya
Capital High Dividend Yield Index |
100% |
100 |
|
The
Index consists of a total of 100 companies and is reconstituted and rebalanced
semi-annually in June and December.
The
Index is expected to be primarily composed of companies that qualify as REITs
under the Internal
Revenue Code of 1986, as amended (the “Code”),
but the Index may also include real estate operating companies that do not
qualify as REITs.
The
Fund’s Investment Strategy
Under
normal circumstances, at least 80% of the Fund’s net assets, plus borrowings for
investment purposes, will be invested in dividend-paying securities, which
includes equity securities that have paid a dividend in the prior 12 calendar
months.
The
Fund will generally use a “replication” strategy to achieve its investment
objective, meaning it generally will invest in all of the component securities
of the Index in approximately the same proportion as in the Index. However, the
Fund may use a “representative sampling” strategy, meaning it may invest in a
sample of the securities in the Index whose risk, return and other
characteristics closely resemble the risk, return and other characteristics of
the Index as a whole, when the Fund’s sub-adviser believes it is in the best
interests of the Fund (e.g.,
when replicating the Index involves practical difficulties or substantial costs,
an Index constituent becomes temporarily illiquid, unavailable, or less liquid,
or as a result of legal restrictions or limitations that apply to the Fund but
not to the Index).
The
Fund generally may invest in securities or other investments not included in the
Index, but which the Fund’s sub-adviser believes will help the Fund track the
Index. For example, the Fund may invest in securities that are not components of
the Index to reflect various corporate actions and other changes to the Index
(such as reconstitutions, additions, and deletions).
To
the extent the Index concentrates (i.e., holds more than 25% of its total assets)
in the securities of a particular industry or group of related industries, the
Fund will concentrate its investments to approximately the same extent as the
Index. The Index, and consequently the Fund, is expected to generally be
concentrated in real estate-related
industries.
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 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 per share
(“NAV”), trading price, yield, total return and/or ability to meet its
objectives. For more information about the risks of investing in the Fund, see
the section in the Fund’s Prospectus titled “Additional Information About the
Fund.”
•Concentration
Risk.
The Fund’s investments will be concentrated in an industry or group of
industries to the extent the Index is so concentrated, and the Index is expected
to be concentrated in real estate-related industries. When the Fund focuses its
investments in a particular industry or sector, financial, economic, business,
and other developments affecting issuers in that industry, market, or economic
sector will have a greater effect on the Fund than if it had not done
so.
•Dividend-Paying
Securities Risk.
There is no guarantee that issuers of the securities held by the Fund will
declare dividends in the future or that, if declared, they will either remain at
current levels or increase over time.
•Equity
Market Risk. The
equity securities held in the Fund’s portfolio may experience sudden,
unpredictable drops in value or long periods of decline in value. This may occur
because of factors that affect securities markets generally or factors affecting
specific issuers, industries, or sectors in which the Fund invests. Common
stocks are generally exposed to greater risk than other types of securities,
such as preferred stock and debt obligations, because common stockholders
generally have inferior rights to receive payment from issuers. In addition,
local, regional or global events such as war, including Russia’s invasion of
Ukraine, acts of terrorism, spread of infectious diseases or other public health
issues, recessions, rising inflation, or other events could have a significant
negative impact on the Fund and its investments. For example, the global
pandemic caused by COVID-19, a novel coronavirus, and the aggressive responses
taken by many governments, including closing borders, restricting international
and domestic travel, and the imposition of prolonged quarantines or similar
restrictions, has had negative impacts, and in many cases severe impacts, on
markets worldwide. The COVID-19 pandemic has caused prolonged disruptions to the
normal business operations of companies around the world and the impact of such
disruptions is hard to predict. Such events may affect certain geographic
regions, countries, sectors and industries more significantly than others. Such
events could adversely affect the prices and liquidity of the Fund’s portfolio
securities or other instruments and could result in disruptions in the trading
markets.
•ETF
Risks. 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 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.
◦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, and this could lead to differences
between the market price of the Shares and the underlying value of those
Shares.
•Index
Provider Risk.
There is no assurance that the Index Provider, or any agents that act on its
behalf, will compile the Index accurately, or that the Index will be determined,
maintained, constructed, reconstituted, rebalanced, composed, calculated or
disseminated accurately. The Adviser relies upon the Index Provider and its
agents to compile, determine, maintain, construct,
reconstitute,
rebalance, compose, calculate (or arrange for an agent to calculate), and
disseminate the Index accurately. Any losses or costs associated with errors
made by the Index Provider or its agents generally will be borne by the Fund and
its shareholders.
•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, but they may also be subject to slower growth
than small-capitalization companies during times of economic expansion. 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, but they may also be
nimbler and more responsive to new challenges than large-capitalization
companies. Some mid-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. 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.
•Models
and Data Risk. The
composition of the Index is heavily dependent on proprietary quantitative models
as well as information and data supplied by third parties (“Models and
Data”).
When
Models and Data prove to be incorrect or incomplete, any decisions made in
reliance thereon may lead to securities being included in or excluded from the
Index that would have been excluded or included had the Models and Data been
correct and complete. If the composition of the Index reflects such errors, the
Fund’s portfolio can be expected to reflect the errors, too.
•Passive
Investment Risk.
The Fund is not actively managed, and its sub-adviser would not sell shares of
an equity security due to current or projected underperformance of a security,
industry, or sector, unless that security is removed from the Index or the
selling of shares of that security is otherwise required upon a reconstitution
or rebalancing of the Index in accordance with the Index methodology.
•Preferred
Securities Risk. Preferred
securities may pay fixed or adjustable rates of return and are subject to many
of the risks associated with debt securities (e.g.,
interest rate risk, call risk and extension risk). In addition, preferred
securities are subject to issuer-specific and market risks applicable generally
to equity securities. Because many preferred securities allow the issuer to
convert their preferred security into common stock, preferred securities are
often sensitive to declining common stock values. A company’s preferred
securities generally pay dividends only after the company makes required
payments to holders of its bonds and other debt. For this reason, the value of
preferred securities will usually react more strongly than bonds and other debt
to actual or perceived changes in the company’s financial condition or
prospects. Preferred securities of smaller companies may be more vulnerable to
adverse developments than preferred stock of larger companies.
•Real
Estate Investment Risk.
Investments in real estate companies involve unique risks. Real estate
companies, including REITs and real estate operating companies, may have limited
financial resources, may trade less frequently and in limited volume, and may be
more volatile than other securities. Investing in real estate companies entails
certain risks associated with the direct ownership of real estate, such as a
decrease in value of real estate, as well as the real estate industry in
general. Many factors may affect real estate values, including general, regional
and local economic conditions, fluctuations in interest rates and property tax
rates, the amount of new construction in a particular area, laws and regulations
affecting real estate (including zoning and tax laws, environmental regulations,
and other governmental action, such as the exercise of eminent domain), and the
costs of owning, maintaining and improving real estate. The availability of
mortgages may also affect real estate values. Real estate companies are also
subject to heavy cash flow dependency, increased operating expenses, the skill
of management, changes in
property
values and rental rates, overbuilding, losses due to natural disasters, casualty
or condemnation, defaults by borrowers, and self-liquidation.
In
addition to these risks, property-owning REITs may be affected by changes in the
value of the underlying property owned by the trusts, while mortgage-based REITs
may be affected by the quality of any credit extended. REITs are also subject to
heavy cash flow dependency, defaults by borrowers and self-liquidation. In
addition, U.S. REITs could possibly fail to qualify for the beneficial tax
treatment available to REITs under the Internal Revenue Code of 1986, as amended
(the “Code”), or to maintain their exemptions from registration under the
Investment Company Act of 1940, as amended (the “1940 Act”). The Fund expects
that dividends received from a REIT and distributed to Fund shareholders
generally will be taxable to the shareholder as ordinary income. The above
factors may also adversely affect a borrower’s or a lessee’s ability to meet its
obligations to the REIT. In the event of a default by a borrower or lessee, the
REIT may experience delays in enforcing its rights as a mortgagee or lessor and
may incur substantial costs associated with protecting investments. In addition,
the Fund holds interests in REITs, and it is expected that investors in the Fund
will bear two layers of asset-based management fees and expenses (directly at
the Fund level and indirectly at the REIT level).
•Tracking
Error Risk. As
with all index funds, the performance of the Fund and the Index may differ from
each other for a variety of reasons. For example, the Fund incurs operating
expenses and portfolio transaction costs not incurred by the Index. In addition,
the Fund may not be fully invested in the securities of the Index at all times
or may hold securities not included in the Index.
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 will be available on the Fund’s website at www.hoyaetfs.com.
Portfolio
Management
|
|
|
|
|
|
Adviser |
Hoya
Capital Real Estate, LLC (the “Adviser”) |
Sub-Adviser |
Penserra
Capital Management, LLC (“Penserra” or the
“Sub-Adviser”) |
Portfolio
Managers |
Dustin
Lewellyn, CFA, Managing Director of Penserra; Ernesto Tong, CFA, Managing
Director of Penserra; and Anand Desai, Associate of Penserra have been
portfolio managers of the Fund since its inception in September
2021. |
Purchase
and Sale of Shares
Shares
are listed on the Exchange, and individual Shares may only be bought and sold in
the secondary market through brokers 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).
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 and/or a designated amount of U.S. cash.
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”). Recent information about the Fund,
including its NAV, market price, premiums and discounts, and bid-ask spreads is
available on the Fund’s website at www.hoyaetfs.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. The Fund seeks to maintain
relatively consistent monthly distributions; however, because the amount of
income earned by the Fund varies from month-to-month, the Fund’s distributions
may be more or less than the actual amount of income earned in that period and
may include income, return of capital, and capital gains.
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
Objective.
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.
Index
Calculation Agent.
Each Index is calculated by Solactive AG (the “Index Calculation Agent”), an
independent third-party that is not affiliated with the Funds, the Adviser, the
Sub-Adviser, the Funds’ distributor, or any of their respective affiliates. The
Index Calculation Agent provides information to the Funds about each Index’s
constituents and does not provide investment advice with respect to the
desirability of investing in, purchasing, or selling securities. Each Index is
available on the website of the Index Calculation Agent at
www.solactive.com.
Additional
Information About the Hoya Capital Housing 100 Index. The
Index Provider calculates debt ratio by taking the component’s total debt and
dividing it by the total market capitalization. Total market capitalization is
the sum of equity market capitalization and total debt.
The
Index Provider’s Index committee is responsible for overseeing implementation of
the Index methodology. In overseeing the implementation of the methodology, the
Index committee will generally follow criteria for the screening,
classification, and weighting process, but may adjust the inputs to or outputs
from such criteria in instances in which the Index committee determines that due
to extenuating circumstances or unusual market conditions the results of the
process do not result in an appropriate representation of a company within the
Index or would be contrary to investor expectations for the Index. In addition,
the Index committee may determine, at a given rebalance, that a company which
had previously been classified as a certain US Housing Industry Sector and thus
included in the Index, has since had a material change to its overall business
that justifies moving the company to a different US Housing Industry Sector and
not including the company in the Index at that time. The Index committee’s goal
in making these decisions is to maintain the Index’s representation of tracking
a portfolio that collectively represent the performance of the U.S. residential
housing industry. Members of the Index committee can recommend changes to the
methodology and submit them to the Index committee for approval.
Additional
Information About the Hoya Capital High Dividend Yield Index. The
Index Provider calculates debt ratio by taking the component’s total debt and
dividing it by the total market capitalization. Total market capitalization is
the sum of equity market capitalization and total debt.
The
Index Provider’s Index committee is responsible for overseeing implementation of
the Index methodology. In overseeing the implementation of the methodology, the
Index committee will generally follow criteria for the screening,
classification, and weighting process, but may adjust the inputs to or outputs
from such criteria in instances in which the Index committee determines that due
to extenuating circumstances or unusual market conditions the results of the
process do not result in an appropriate representation of a company within the
Index or would be contrary to investor expectations for the Index. In addition,
the Index committee may determine, at a given rebalance, that a company which
had previously been classified as a certain Property Sector and thus included in
the Index, has since had a material change to its overall business that
justifies moving the company to a different Property Sector and not including
the company in the Index at that time. The Index committee’s goal in making
these decisions is to maintain the Index’s representation of tracking a
portfolio that collectively pay a premium dividend yield subject to
diversification minimums across market capitalizations and property sectors.
Members of the Index committee can recommend changes to the methodology and
submit them to the Index committee for approval.
Additional
Information About the Funds’ Principal Risks.
This section provides additional information regarding the principal risks
described in each Fund Summary. As in each Fund Summary, the principal risks
below are presented in alphabetical order to facilitate finding particular risks
and comparing them with other funds. Each risk described below is considered a
“principal risk” of investing in the applicable Fund, regardless of the order in
which it appears. Each of the factors below could have a negative impact on the
applicable Fund’s performance and trading prices.
•Concentration
Risk.
Each
Fund’s investments will be concentrated in an industry or group of industries to
the extent such Fund’s Index is so concentrated. The Index for the Hoya Capital
Housing ETF is expected to be concentrated in housing and real estate-related
industries, and the Index for the Hoya Capital High Dividend Yield ETF is
expected to be concentrated in real estate-related industries. When a Fund
focuses its investments in a particular industry or sector, it thereby presents
a more concentrated risk and its performance will be especially sensitive to
developments that significantly affect that industry or group of industries. In
addition, the value of Shares may change at different rates compared to the
value of shares of a fund with investments in a more diversified mix of
industries. An industry may have above-average performance during particular
periods, but may also move up and down more than the broader market. The several
industries that constitute a sector may all react in the same way to economic,
political or regulatory events. Each Fund’s performance could also be affected
if the sectors, industries, or sub-sectors do not perform as expected.
Alternatively, the lack of exposure to one or more sectors or industries may
adversely affect performance.
•Construction
and Housing Risk (Hoya
Capital Housing ETF only).
The construction and housing industry can be significantly affected by the
national, regional and local real estate markets. This industry is also
sensitive to interest rate fluctuations which can cause changes in the
availability of mortgage capital and directly affect the purchasing power of
potential homebuyers. The building industry can be significantly affected by
inflation, supply chain disruptions, increased commodity prices, changes in
government spending, consumer confidence, demographic patterns and the level of
new and existing home sales. Supply and demand for specific products or services
may affect the construction and housing industry. Companies in the consumer
discretionary sector depend on disposable household income and consumer
spending, and such companies may be strongly affected by social trends,
marketing campaigns, and changes in consumer tastes and preferences. These
companies may be subject to competition, which may have an adverse impact on
their profitability. The construction and housing industry may be significantly
affected by changes in interest rates, government regulation, the rate of
defaults on corporate, consumer and government debt, the availability and cost
of capital, and fallout from the housing and sub-prime mortgage
crisis.
•Dividend-Paying
Securities Risk (Hoya
Capital High Dividend Yield ETF only).
There is no guarantee that issuers of the securities held by the Fund will
declare dividends in the future or that, if declared, they will either remain at
current levels or increase over time.
•Equity
Market Risk.
Common stocks are susceptible to general stock market fluctuations and to
volatile increases and decreases in value as market confidence in and
perceptions of their issuers change. These investor perceptions are based on
various and unpredictable factors including: expectations regarding government,
economic, monetary and fiscal policies; inflation and interest rates; economic
expansion or contraction; local, regional or global events
such
as acts of terrorism or war, including Russia’s invasion of Ukraine; and global
or regional political, economic, public health, and banking crises. If you held
common stock, or common stock equivalents, of any given issuer, you would
generally be exposed to greater risk than if you held preferred stocks and debt
obligations of the issuer because common stockholders, or holders of equivalent
interests, generally have inferior rights to receive payments from issuers in
comparison with the rights of preferred stockholders, bondholders, and other
creditors of such issuers.
Beginning
in the first quarter of 2020, financial markets in the United States and around
the world experienced extreme and, in many cases, unprecedented volatility and
severe losses due to the global pandemic caused by COVID-19, a novel
coronavirus. 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, and supply chain disruptions affecting the United
States and many other countries. Some sectors of the economy and individual
issuers have experienced particularly large losses as a result of these
disruptions, and such disruptions may continue for an extended period of time or
reoccur in the future to a similar or greater extent. In response, 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.
•ETF
Risks. Each
Fund is an ETF, and, as a result of an ETF’s structure, is exposed to the
following risks:
◦APs,
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.
◦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 the spread 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, 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 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, and this
could lead to differences between the market price of the Shares and the
underlying value of those Shares.
•Index
Provider Risk. There
is no assurance that the Index Provider, or any agents that act on its behalf,
will compile the Index accurately, or that the Index will be determined,
maintained, constructed, reconstituted, rebalanced, composed, calculated or
disseminated accurately. The Adviser relies upon the Index Provider and its
agents to compile, determine, maintain, construct, reconstitute, rebalance,
compose, calculate (or arrange for an agent to calculate), and disseminate the
Index accurately. Any losses or costs associated with errors made by the Index
Provider or its agents generally will be borne by the Funds and their
shareholders.
•Limited
Operating History
(Hoya
Capital High Dividend Yield ETF only).
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, but they may also be subject to slower growth
than small-capitalization companies during times of economic expansion. 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, but they may also be
nimbler and more responsive to new challenges than large-capitalization
companies. Some mid-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. 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.
•Models
and Data Risk.
The composition of each Fund’s Index is heavily dependent on Models and
Data.
When
Models and Data prove to be incorrect or incomplete, any decisions made in
reliance thereon may lead to securities being included in or excluded from the
Index that would have been excluded or included had the Models and Data been
correct and complete. If the composition of the Index reflects such errors, a
Fund’s portfolio can be expected to reflect the errors, too.
•Passive
Investment Risk.
Each Fund invests in the securities included in, or representative of, its Index
regardless of their investment merit. Each Fund does not attempt to outperform
its Index or take defensive positions in declining markets. As a result, a
Fund’s performance may be adversely affected by a general decline in the market
segments relating to its Index. The returns from the types of securities in
which a Fund invests may underperform returns from the various general
securities markets or different asset classes. This may cause a Fund to
underperform other investment vehicles that invest in different asset classes.
Different types of securities (for example, large-, mid- and
small-capitalization stocks) tend to go through cycles of doing better – or
worse – than the general securities markets. In the past, these periods have
lasted for as long as several years.
•Preferred
Securities Risk (Hoya
Capital High Dividend Yield ETF only).
Preferred securities are subject to risks associated with both equity and debt
instruments. Because many preferred securities allow the issuer to convert its
preferred stock into common stock, preferred securities are often sensitive to
declining common stock values. In addition, certain preferred securities contain
provisions that allow an issuer to skip or defer distributions, which may be
more likely when the issuer is less able to make dividend payments because of
financial difficulties. Preferred securities can also be affected by changes in
interest rates, especially if dividends are paid at a fixed rate, and may also
include call features in favor of the issuer. In the event of redemptions by the
issuer, a Fund may not be able to reinvest the proceeds at comparable or
favorable rates of return. Preferred securities are generally subordinated to
bonds and other debt securities in an issuer’s capital structure in terms of
priority for corporate income and liquidation payments and may trade less
frequently and in a more limited volume and may be subject to more abrupt or
erratic price movements than many other securities.
•Real
Estate Investment Risk. Investments
in real estate companies involve unique risks. Real estate companies, including
REITs and real estate operating companies, may have limited financial resources,
may trade less frequently and in limited volume, and may be more volatile than
other securities. Investing in real estate companies entails certain risks
associated with the direct ownership of real estate, such as a decrease in value
of real estate, as well as the real estate industry in general. Many factors may
affect real estate values, including general, regional and local economic
conditions, fluctuations in interest rates and property tax rates, the amount of
new construction in a particular area, laws and regulations affecting real
estate (including zoning and tax laws, environmental regulations, and other
governmental action, such as the exercise of eminent domain), and the costs of
owning, maintaining and improving real estate. The availability of mortgages,
changes in interest rates may also affect real estate values. Real estate
companies are also subject to heavy cash flow dependency, increased operating
expenses, the skill of management, changes in property values and rental rates,
overbuilding, losses due to natural disasters, casualty or condemnation,
defaults by borrowers, and self-liquidation. Because the Hoya Capital Housing
ETF invests primarily in housing and real estate-related companies, and the Hoya
Capital High Dividend Yield ETF invests primarily in real estate-related
companies, each Fund’s performance will be especially sensitive to developments
that significantly affect real estate companies. To the extent that assets
underlying the Funds’ investments are concentrated geographically, by property
type, or in certain other respects, the Funds may be subject to certain of the
foregoing risks to a greater extent.
Real
estate companies structured as REITs could possibly fail to qualify for the
beneficial tax treatment available to REITs under the Code, or to maintain their
exemptions from registration under the 1940 Act. Each Fund expects that
dividends received from a REIT and distributed to Fund shareholders generally
will be taxable to the shareholder as ordinary income. The above factors may
also adversely affect a borrower’s or a lessee’s ability to meet its obligations
to the REIT.
In
the event of a default by a lessee, a real estate company may experience delays
in enforcing its rights as a lessor and may incur substantial costs associated
with protecting investments.
•Tracking
Error Risk.
As
with all index funds, the performance of each Fund and its respective Index may
differ from each other for a variety of reasons. For example, the Funds incur
operating expenses and portfolio transaction costs not incurred by an Index. In
addition, the Funds may not be fully invested in the securities of their
respective Index at all times or may hold securities not included in the Index.
A Fund may use a representative sampling strategy to achieve its investment
objective, if the Fund’s Sub-Adviser believes it is in the best interest of the
Fund, which generally can be expected to produce a greater non-correlation
risk.
PORTFOLIO
HOLDINGS INFORMATION
Information
about the Funds’ daily portfolio holdings is available at www.hoyaetfs.com. A
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 (“SAI”).
MANAGEMENT
Investment
Adviser
Hoya
Capital Real Estate, LLC (“Hoya Capital”) serves as the investment adviser and
has overall responsibility for the general management and administration of the
Funds. Hoya Capital is a registered investment adviser with offices located at
137 Rowayton Avenue, Suite 430, Rowayton, Connecticut 06853, that provides
investment advisory services to ETFs, including the Funds. Hoya
Capital
also arranges for sub-advisory, transfer agency, custody, fund administration,
securities lending, and all other non-distribution related services necessary
for the Funds to operate. For the services it provides to the Funds, each Fund
pays the Adviser a unified management fee, which is calculated daily and
paid monthly,
at an annual rate based on the applicable Fund’s average daily net assets as set
forth in the table below.
|
|
|
|
|
|
Name
of Fund |
Management
Fee |
Hoya
Capital Housing ETF |
0.30% |
Hoya
Capital High Dividend Yield ETF |
0.50% |
For
the fiscal year ended February 28,
2022,
the Adviser received a management fee equal to 0.30% of the Hoya Capital Housing
ETF’s average net assets.
The
Adviser has agreed to waive twenty-five basis points (0.25%) of its unified
management fee until September 30, 2022 for the Hoya Capital High Dividend Yield
ETF. The fee waiver agreement may only be terminated before that date by or with
the consent of the Board of Trustees. For
the fiscal period September 21, 2021 (commencement of operations) through
February 28, 2022, the Adviser received a management fee equal to 0.25% of
the Hoya Capital High Dividend Yield ETF’s average net assets.
Under
the Investment Advisory Agreement, Hoya Capital has agreed to pay all expenses
of the Funds, except for: the fee paid to Hoya Capital pursuant to the
Investment 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. The Adviser, in turn, compensates the Sub-Adviser from the management
fee the Adviser receives.
The
basis for the Board of Trustees’ approval of the Investment Advisory Agreements
for the Hoya
Capital Housing ETF and Hoya Capital High Dividend Yield ETF are
available in the Funds’ Annual
Report to Shareholders
for the period ended February 28, 2022.
Sub-Adviser
The
Adviser has retained Penserra Capital Management, LLC to serve as sub-adviser
for the Funds. The Sub-Adviser is responsible for the day-to-day management of
the Funds. The Sub-Adviser is a registered investment adviser and New York
limited liability company whose principal office is located at 4 Orinda Way,
Suite 100-A, Orinda, California 94563. The
Sub-Adviser is owned and controlled by George Madrigal and Dustin Lewellyn.
The
Sub-Adviser provides investment management services to investment companies and
other investment advisers. The Sub-Adviser is responsible for trading portfolio
securities for the Funds, including selecting broker-dealers to execute purchase
and sale transactions or in connection with any rebalancing or reconstitution of
the Index, subject to the supervision of the Adviser and the Board. For its
services, the Sub-Adviser is paid a fee by the Adviser, which fee is calculated
daily and paid monthly, at an annual rate based on the average daily net assets
of each Fund, and subject to a minimum annual fee as follows:
|
|
|
|
|
|
|
|
|
Name
of Fund |
Sub-Advisory
Fee |
Minimum
Annual Fee |
Hoya
Capital Housing ETF |
0.05%
on the first $100 million
0.04%
on the next $150 million
0.03%
on the next $250 million
0.02%
on net assets in excess of $500 million |
$18,000 |
Hoya
Capital High Dividend Yield ETF |
0.05%
on the first $100 million
0.04%
on the next $150 million
0.03%
on the next $250 million
0.02%
on net assets in excess of $500 million |
$18,000 |
The
basis for the Board of Trustees’ approval of the Hoya
Capital Housing ETF’s
Sub-Advisory Agreement is available in the Funds’ Semi-Annual
Report to Shareholders
for the period ending August 31, 2021. The basis for the Board of Trustees’
approval of the Hoya
Capital High Dividend Yield ETF’s
Sub-Advisory Agreement is available in the Funds’ Annual
Report to Shareholders
for the period ended February 28, 2022.
Portfolio
Managers
The
Funds are managed by Penserra’s portfolio management team. The individual
members of the team responsible for the day to day management of the Funds’
portfolios are listed below.
Dustin
Lewellyn, CFA, Managing Director of the Sub-Adviser, Ernesto Tong, CFA, Managing
Director of the Sub-Adviser, and Anand Desai, Associate of the Sub-Adviser, are
the Funds’ portfolio managers (the “Portfolio Managers”) and are jointly
responsible for the day to day management of the Funds. The Portfolio Managers
are responsible for various functions related to portfolio management,
including, but not limited to, investing cash inflows, implementing investment
strategy, researching and reviewing investment strategy, and overseeing members
of their portfolio management team with more limited
responsibilities.
Mr.
Lewellyn has been a Managing Director with the Sub-Adviser since 2012. He was
President and Founder of Golden Gate Investment Consulting LLC from 2011 through
2015. Prior to that, Mr. Lewellyn was a managing director at Charles Schwab
Investment Management, Inc. (“CSIM”), which he joined in 2009, and head of
portfolio management for Schwab ETFs. Prior to joining CSIM, he worked for two
years as director of ETF product management and development at a major financial
institution focused on asset and wealth management. Prior to that, he was a
portfolio manager for institutional clients at a financial services firm for
three years. In addition, he held roles in portfolio accounting and portfolio
management at a large asset management firm for more than 6 years.
Mr.
Tong has been a Managing Director with the Sub-Adviser since 2015. Prior to
joining the Sub-Adviser, Mr. Tong spent seven years as a vice president at
Blackrock, where he was a portfolio manager for a number of the iShares ETFs,
and prior to that, he spent two years in the firm’s index research
group.
Mr.
Desai has been a Senior Vice President with the Sub-Adviser since 2020. Mr.
Desai has served in various roles at Penserra since joining the team in 2015.
Prior to joining Penserra, Mr. Desai spent five years as a portfolio fund
accountant at State Street.
The
Funds’ SAI provides additional information about the Portfolio Managers’
compensation structure, other accounts managed by the Portfolio Managers, and
the Portfolio Managers’ ownership of Shares of each Fund.
HOW
TO BUY AND SELL SHARES
Each
Fund issues and redeems Shares at NAV only in Creation Units. 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 (defined below), and that has been
accepted by a Fund’s 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.
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 bid-ask spread on
your transactions. 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.
Share
Trading Prices on the Exchange
Trading
prices of Shares on the Exchange may differ from the applicable Fund’s daily
NAV. Market forces of supply and demand, economic conditions and other factors
may affect the trading prices of Shares. To provide additional information
regarding the indicative value of Shares, the Exchange or a market data vendor
disseminates information every 15 seconds through the facilities of the
Consolidated Tape Association, or other widely disseminated means an updated
“intraday indicative value” (“IIV”) for Shares as calculated by an information
provider or market data vendor. The Funds are not involved in or responsible for
any aspect of the calculation or dissemination of the IIVs and make no
representation or warranty as to the accuracy of the IIVs. If the calculation of
the IIV is based on the basket of Deposit Securities and/or a designated amount
of U.S. cash, such IIV may not represent the best possible valuation of a Fund’s
portfolio because the basket of Deposit Securities does not necessarily reflect
the precise composition of the current Fund portfolios at a particular point in
time and does not include a reduction for the fees, operating expenses, or
transaction
costs
incurred by the Fund. The IIV should not be viewed as a “real-time” update of a
Fund’s NAV because the IIV may not be calculated in the same manner as the NAV,
which is computed only once a day, typically at the end of the business day. The
IIV is generally determined by using both current market quotations and/or price
quotations obtained from broker-dealers that may trade in the Deposit
Securities.
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 a Fund, 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, the Board has also
determined that 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 may impose transaction
fees on purchases and redemptions of Creation Units to cover the custodial and
other costs incurred by a Fund in effecting trades. In addition, the Funds and
the Adviser reserve the right to reject any purchase order at any
time.
Determination
of NAV
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 each Fund is calculated by dividing
the 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. 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 or Sub-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, including Shares. Registered
investment companies are permitted to invest in a Fund beyond the limits set
forth in section 12(d)(1) subject to certain terms and conditions set forth in a
rule under the 1940 Act, including that such investment companies enter into an
agreement with a Fund.
Delivery
of Shareholder Documents – Householding
Householding
is an option available to certain investors of the Funds. Householding is a
method of delivery, based on the preference of the individual investor, in which
a single copy of certain shareholder documents can be delivered to investors who
share the same address, even if their accounts are registered under different
names. Householding for the Funds is available through certain broker-dealers.
If you are interested in enrolling in householding and receiving a single copy
of prospectuses and other shareholder documents, please contact your
broker-dealer. If you are currently enrolled in householding and wish to change
your householding status, please contact your broker-dealer.
DIVIDENDS,
DISTRIBUTIONS, AND TAXES
Dividends
and Distributions
The
Funds intend to pay out dividends, if any, monthly and distribute any net
realized capital gains to shareholders at least annually. The Funds 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.
The
Funds seek to maintain relatively steady monthly distributions although the
amount of income earned by the Funds varies from period-to-period. To achieve
this, the Funds may distribute less than the full amount of income earned during
a specific period to preserve income for distribution in future periods.
Consequently, the amount of income distributed in any one period may be more or
less than the actual amount of income earned in that period. Distributions may
include income, return of capital, and capital gains.
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 and intends to qualify each year for treatment as a regulated
investment company (“RIC”). If a Fund 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, 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. 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 a Fund received 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. Dividends received by a Fund from an
ETF, a REIT, or an underlying fund taxable as a RIC may be treated as qualified
dividend income generally only to the extent so reported by such ETF, REIT, or
underlying fund. 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. Due to the Funds’ investments in REITs, it is expected
that a significant amount of the Funds’ distributions will not qualify to be
treated as qualified dividend income and will not qualify for the dividends
received deduction. See “Taxation of REIT Investments” below for additional
information regarding the taxation of dividends received from
REITs.
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
a Fund’s distributions exceed its earnings and profits, all or a portion of the
distributions made for a taxable year may be recharacterized as a return of
capital to shareholders. A return of capital distribution will generally not be
taxable, but will reduce each
shareholder’s
cost basis in Shares and result in a higher capital gain or lower capital loss
when the Shares are sold. After a shareholder’s basis in Shares has been reduced
to zero, distributions in excess of earnings and profits in respect of those
Shares will be treated as gain from the sale of the Shares.
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
Shares by 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.
Non-U.S.
persons are generally subject to U.S. tax on a disposition of a “United States
real property interest” (a “USRPI”). Gain on such a disposition is generally
referred to as “FIRPTA gain.” The Code provides a look-through rule for
distributions of so-called FIRPTA gain by the Funds if certain requirements are
met. If the look-through rule applies, certain distributions attributable to
income received by the Funds, from a REIT, may be treated as gain from the
disposition of a USRPI, causing distributions to non-U.S. investors holding more
than 5% of the Shares to be subject to U.S. withholding tax at rates of up to
21%, and requiring such non-U.S. investors to file nonresident U.S. income tax
returns. Also, gain may be subject to a 30% branch profits tax in the hands of a
foreign stockholder that is treated as a corporation for federal income tax
purposes. Under certain circumstances, Fund Shares may qualify as USRPIs, which
could result in 15% withholding on certain distributions and gross redemption
proceeds paid to certain non-U.S. shareholders.
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 the shareholder 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 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 its
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 sales 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. Such Fund may
sell portfolio securities to obtain the cash needed to distribute redemption
proceeds. This may cause such 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, such 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 REIT Investments
Each
Fund invests in U.S. REITs. “Qualified REIT dividends” (i.e.,
ordinary REIT dividends other than capital gain dividends and portions of REIT
dividends designated as qualified dividend income eligible for capital gain tax
rates) are eligible for a 20% deduction by non-corporate taxpayers. This
deduction, if allowed in full, equates to a maximum effective tax rate of 29.6%
(37% top rate applied to income after 20% deduction). Pursuant to proposed
Treasury regulations on which a Fund may rely, distributions by a Fund to its
shareholders that are attributable to qualified REIT dividends received by a
Fund and which such Fund properly reports as “section 199A dividends,” are
treated as “qualified REIT dividends” in the hands of non-corporate
shareholders. A section 199A dividend is treated as a qualified REIT dividend
only if the shareholder receiving such dividend holds the dividend-paying RIC
shares for at least 46 days of the 91-day period beginning 45 days before the
shares become ex-dividend and is not under an obligation to make related
payments with respect to a position in substantially similar or related
property. Each Fund is permitted to report such part of its dividends as section
199A dividends as are eligible, but is not required to do so.
REITs
in which a Fund invests often do not provide complete and final tax information
to such Fund until after the time that such Fund issues a tax reporting
statement.
As
a result, such Fund may at times find it necessary to reclassify the amount and
character of its distributions to you after it issues your tax reporting
statement. When such reclassification is necessary, such Fund (or a financial
intermediary, such as a broker, through which a shareholder owns Shares) will
send you a corrected, final Form 1099-DIV to reflect the reclassified
information. If you receive a corrected Form 1099-DIV, use the information on
this corrected form, and not the information on the previously issued tax
reporting statement, in completing your tax returns.
Investments
in REIT equity securities may require the Funds to accrue and distribute income
not yet received. To generate sufficient cash to make the requisite
distributions, the Funds may be required to sell securities in its portfolio
(including when it is not advantageous to do so) that it otherwise would have
continued to hold. The Funds’ investments in REIT equity securities may at other
times result in the Funds’ receipt of cash in excess of the REIT’s earnings; if
the Funds distribute these amounts, these distributions could constitute a
return of capital to the Funds’ shareholders for federal income tax purposes.
Dividends paid by a REIT, other than capital gain distributions, will generally
be taxable as ordinary income up to the amount of the REIT’s current and
accumulated earnings and profits. Capital gain dividends paid by a REIT to the
Funds will be treated as long-term capital gains by the Funds and, in turn, may
be distributed by the Funds to shareholders as a capital gain distribution.
Dividends received by the Funds from a REIT generally will not constitute
qualified dividend income or qualify for the dividends received deduction. If a
REIT is operated in a manner such that it fails to qualify as a REIT, an
investment in the REIT would become subject to double taxation, meaning the
taxable income of the REIT would be subject to federal income tax at the regular
corporate rate without any deduction for dividends paid to shareholders and the
dividends would be taxable to shareholders as ordinary income (or possibly as
qualified dividend income) to the extent of the REIT’s current and accumulated
earnings and profits.
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.
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
The
Distributor, Quasar Distributors, LLC, is a broker-dealer registered with the
SEC. The Distributor distributes Creation Units for the Funds on an agency basis
and does not maintain a secondary market in Shares. The Distributor has no role
in determining the policies of the Funds or the securities that are purchased or
sold by the Funds. The Distributor’s principal address is 111 East Kilbourn
Avenue, Suite 2200, Milwaukee, Wisconsin 53202.
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 Shares traded on the Exchange at a price above (i.e., at
a premium) or below (i.e., at
a discount) the NAV per Share is available, free of charge, on the Funds’
website at www.hoyaetfs.com.
ADDITIONAL
NOTICES
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 or
any member of the public regarding the ability of the Funds to track the total
return performance of their respective Index or the ability of the Indexes
identified herein to track the performance of their constituent securities. The
Exchange is not responsible for, nor has it participated in, the determination
of the compilation or the calculation of the Indexes, nor in the determination
of the timing of, prices of, or quantities of the Shares to be issued, nor 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.
The
Exchange does not guarantee the accuracy and/or the completeness of the Indexes
or the data included therein. The Exchange makes no warranty, express or
implied, as to results to be obtained by the Funds, owners of the Shares, or any
other person or entity from the use of the Indexes or the data included therein.
The Exchange makes no express or implied warranties, and hereby expressly
disclaims all warranties of merchantability or fitness for a particular purpose
with respect to the Indexes or the data included therein. 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, the Exchange, 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
or the ability of the Indexes to track general stock market performance. The
Funds and the Adviser do not guarantee the accuracy, completeness, or
performance of the Indexes or the data included therein and shall have no
liability in connection with the Indexes or Index calculation. The index
calculation agent maintains and calculates the Indexes used by the Funds. The
index calculation agent shall have no liability for any errors or omissions in
calculating the Indexes.
FINANCIAL
HIGHLIGHTS
The
financial highlights table is intended to help you understand the Funds’
financial performance for the Funds’ five most recent fiscal years (or the life
of a Fund, if shorter). Certain information reflects financial results for a
single Fund share. The total returns in the table represent the rate that an
investor would have earned or lost on an investment in the Funds (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.
Hoya
Capital Housing ETF
For
a capital share outstanding throughout the year/period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
Ended February 28, |
|
Period
Ended February 29, 2020(1) |
|
|
2022 |
|
2021 |
|
|
Net
asset value, beginning of year/period |
$ |
35.07 |
|
|
$ |
26.78 |
|
|
$ |
25.00 |
|
|
|
|
|
|
|
|
|
INCOME
(LOSS) FROM INVESTMENT OPERATIONS: |
|
|
|
|
|
|
Net
investment income (loss)(2) |
0.42 |
|
|
0.49 |
|
|
0.43 |
|
|
Net
realized and unrealized gain (loss) on investments |
4.71 |
|
|
8.82 |
|
|
1.80 |
|
|
Total
from investment operations |
5.13 |
|
|
9.31 |
|
|
2.23 |
|
|
|
|
|
|
|
|
|
DISTRIBUTIONS
TO SHAREHOLDERS: |
|
|
|
|
|
|
Distributions
from: |
|
|
|
|
|
|
Net
investment income |
(0.42) |
|
|
(0.87) |
|
|
(0.45) |
|
|
Net
realized gains |
(0.01) |
|
|
— |
|
|
— |
|
|
Tax
return of capital to shareholders |
(0.13) |
|
|
(0.15) |
|
|
— |
|
|
Total
distributions to shareholders |
(0.56) |
|
|
(1.02) |
|
|
(0.45) |
|
|
|
|
|
|
|
|
|
CAPITAL
SHARE TRANSACTIONS: |
|
|
|
|
|
|
Transaction
fees |
— |
|
|
— |
|
|
0.00 |
|
(3) |
|
|
|
|
|
|
|
Net
asset value, end of year/period |
$ |
39.64 |
|
|
$ |
35.07 |
|
|
$ |
26.78 |
|
|
|
|
|
|
|
|
|
Total
return |
14.60 |
% |
|
35.54 |
% |
|
8.88 |
% |
(4) |
|
|
|
|
|
|
|
SUPPLEMENTAL
DATA: |
|
|
|
|
|
|
Net
assets at end of year/period (000’s) |
$ |
63,423 |
|
|
$ |
59,625 |
|
|
$ |
11,381 |
|
|
|
|
|
|
|
|
|
RATIOS
TO AVERAGE NET ASSETS: |
|
|
|
|
|
|
Expenses
to average net assets |
0.30 |
% |
|
0.33 |
% |
(7) |
0.45 |
% |
(5) |
Net
investment income (loss) to average net assets |
1.03 |
% |
|
1.67 |
% |
|
1.60 |
% |
(5) |
Portfolio
turnover rate (6) |
13 |
% |
|
19 |
% |
|
11 |
% |
(4) |
(1)Commencement
of operations on March 19, 2019.
(2)Calculated
based on average shares outstanding during the period.
(3)Represents
less than $0.005 per share.
(4)Not
annualized.
(5)Annualized.
(6)Excludes
the impact of in-kind transactions.
(7)Effective
August 1, 2020, the management fee for the Fund was reduced from 0.45% to
0.30%.
Hoya
Capital High Dividend Yield ETF
|
|
|
|
|
|
|
|
|
|
Period
Ended February 28, 2022(1) |
|
|
|
Net
asset value, beginning of period |
$ |
14.92 |
|
|
|
|
|
INCOME
(LOSS) FROM INVESTMENT OPERATIONS: |
|
|
Net
investment income (loss)(2) |
0.23 |
|
|
Net
realized and unrealized gain (loss) on investments |
(0.41) |
|
|
Total
from investment operations |
(0.18) |
|
|
|
|
|
DISTRIBUTIONS
TO SHAREHOLDERS: |
|
|
Distributions
from: |
|
|
Net
investment income |
(0.30) |
|
|
Net
realized gains |
(0.01) |
|
|
Tax
return of capital to shareholders |
(0.17) |
|
|
Total
distributions to shareholders |
(0.48) |
|
|
|
|
|
Net
asset value, end of period |
$ |
14.26 |
|
|
|
|
|
Total
return |
-1.35 |
% |
(3) |
|
|
|
SUPPLEMENTAL
DATA: |
|
|
Net
assets at end of period (000’s) |
$ |
21,821 |
|
|
|
|
|
RATIOS
TO AVERAGE NET ASSETS: |
|
|
Expenses
to average net assets (before management fees waived) |
0.50 |
% |
(4) |
Expenses
to average net assets (after management fees waived) |
0.25 |
% |
(4) |
Net
investment income (loss) to average net assets (before management fees
waived) |
3.17 |
% |
(4) |
Net
investment income (loss) to average net assets (after management fees
waived) |
3.42 |
% |
(4) |
Portfolio
turnover rate (5) |
7 |
% |
(3) |
(1) Commencement
of operations on September 21, 2021.
(2) Calculated
based on average shares outstanding during the period.
(3) Not
annualized.
(4) Annualized.
(5) Excludes
the impact of in-kind transactions.
Hoya
Capital Housing ETF
Hoya
Capital High Dividend Yield ETF
|
|
|
|
|
|
|
|
|
|
|
|
Adviser |
Hoya
Capital Real Estate, LLC
137
Rowayton Avenue, Suite 430
Rowayton,
Connecticut 06853 |
Index
Provider |
Hoya
Capital Index Innovations, LLC
133
Rowayton Avenue, Suite C
Rowayton,
Connecticut 06853 |
Sub-Adviser |
Penserra
Capital Management, LLC
4
Orinda Way, Suite 100-A
Orinda,
California 94563 |
Transfer
Agent, Index Receipt 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 |
Quasar
Distributors, LLC
111
East Kilbourn Avenue, Suite 2200
Milwaukee,
Wisconsin 53202 |
Independent
Registered Public Accounting Firm |
Cohen
& Company, Ltd.
342
North Water Street, Suite 830
Milwaukee,
Wisconsin 53202 |
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 and techniques of
the Funds and certain other additional information. A current SAI dated
June 30, 2022 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 the Funds’ investments is available in the Funds’ 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 the
Funds’ performance.
You
can obtain free copies of these documents, request other information or make
general inquiries about the Funds by contacting the Funds at c/o U.S. Bank
Global Fund Services, P.O. Box 701, Milwaukee, Wisconsin 53201-0701 or calling
1-833-HOYA-CAP (1-833-469-2227).
Shareholder
reports and other information about the Funds are also available:
•Free
of charge from the SEC’s EDGAR database on the SEC’s website at
http://www.sec.gov; or
•Free
of charge from the Funds’ Internet web site at www.hoyaetfs.com; or
•For
a fee, by e-mail request to publicinfo@sec.gov.
(SEC
Investment Company Act File No. 811-22668)