ck0001540305-20221031
PROSPECTUS
McElhenny Sheffield Managed Risk ETF
(MSMR)
Listed
on Cboe BZX Exchange, Inc.
February 28,
2023
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.
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Temporary
Defensive Positions |
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McElhenny
Sheffield Managed Risk ETF – Fund
Summary |
Investment Objective
The McElhenny Sheffield
Managed Risk ETF (the “Fund”) seeks capital appreciation while managing downside
risk.
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 |
0.84% |
Distribution
and/or Service (Rule 12b-1) Fees |
0.00% |
Other
Expenses |
0.00% |
Acquired
Fund Fees and Expenses1 |
0.12% |
Total
Annual Fund Operating Expenses |
0.96% |
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1
Acquired Fund Fees
and Expenses are the indirect costs of investing in other investment companies.
Total Annual Fund Operating Expenses do not correlate to the expense ratios in
the Fund’s Financial Highlights because the Financial Highlights include only
the direct operating expenses incurred by the Fund and exclude Acquired Fund
Fees and Expenses.
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. Although your actual costs may be higher
or lower, based on these assumptions your costs would be:
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1
Year: |
$98 |
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3
Years: |
$306 |
5
Years: |
$531 |
10
Years: |
$1,178 |
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 November 16, 2021
(commencement of operations) through October 31, 2022, the Fund’s portfolio
turnover rate was 553% of the average value of its
portfolio.
Principal Investment Strategies
The
Fund is an actively managed exchange-traded fund (“ETF”) that employs
proprietary trend-based and sector rotation strategies developed by McElhenny
Sheffield Capital Management, LLC, the Fund’s investment sub-adviser (the
“Sub-Adviser”). The Fund invests in shares of other ETFs (“Underlying
Investments”) based on a rules-based process managed by the Sub-Adviser that
reflects a blend of the Sub-Adviser’s trend-based and sector rotation
strategies, as described below. Under normal market conditions, the Fund invests
approximately 100% of its assets in the Underlying Investments. The Fund may
take temporary defensive positions when the Sub-Adviser believes that current
market, economic, political or other conditions are unsuitable and would impair
the pursuit of the Fund’s investment objectives. The Sub-Adviser expects to
generally allocate approximately 50% of the Fund’s assets to each of the
strategies below, although such allocations may vary over time in response to
market movements.
Trend
Plus Strategy
The
Sub-Adviser’s “Trend Plus” strategy utilizes a rules-based trend following
approach that seeks to participate in upward trends in U.S. equity markets while
avoiding large drawdowns. Trend following, sometimes referred to as absolute
momentum or time series momentum, is an investing approach that compares the
price of a security to its own price trend (or compares the level of a stock
index to its upward or downward trend), with the expectation that upward
trending securities (or indices) will continue their upward move in the future.
The Trend Plus strategy uses a variety of market indicators (e.g.,
price, breadth, and relative strength) measured daily across various timeframes
to identify and assess the strength of upward trends in U.S. equity markets and
allocate investments to a mix of equity or defensive ETFs accordingly. Equity
ETFs used by the strategy may invest in U.S. equity securities of any market
capitalization, but will typically have a strong bias toward
large-capitalization companies (e.g.,
those comprising the Nasdaq-100
Index).
Defensive ETFs used by the strategy will generally invest in (i)
investment-grade bonds of any maturity, including those issued by the U.S.
government or its agencies or instrumentalities or by corporations
(“Investment-Grade Bond ETFs”); (ii) derivatives and/or exchange-traded products
that correlate to the investment returns of physical gold or products backed by
or linked to physical gold (“Gold ETFs”); or (iii) derivatives that seek
exposure to changes in the value of the U.S. dollar relative to certain leading
foreign currencies (“U.S. Dollar ETFs”).
The
Trend Plus strategy allocates to equity ETFs or defensive ETFs based on the
daily “weight of the evidence” for upward trends as presented by the indicators
described above, and the exposure may range from 100% to equity ETFs to 100% to
defensive ETFs. To manage risk and avoid large drawdowns, the strategy employs a
series of stop levels, such that the strategy switches from equity exposure to
defensive exposure as the price of the equity market falls to the specified stop
levels. The stronger the indication of an upward trend, the wider the gap before
the stop level is reached, and as the indicators show the upward trend
weakening, the stop levels are tightened to further mitigate downside risk. The
tighter stop levels operate so that, when the indicators show a weakening of the
upward trend, the strategy will switch to defensive exposure based on a smaller
drop in the price of the Fund’s holdings than it would when the indicators show
a stronger upward trend. Once the strategy is in a defensive mode, the
Sub-Adviser will incrementally increase exposure to equity ETFs as evidence of a
new upward trend in equities emerges.
Sector
Rotation Strategy
The
Sub-Adviser’s “Sector Rotation” strategy is a momentum-based investing strategy
that seeks to participate in U.S. market segments that are demonstrating a high
degree of recent momentum and that the Sub-Adviser expects to outperform the
broad U.S. market over short time horizons (i.e.,
the next three months). Momentum investing, sometimes referred to as relative
momentum, is an investing approach that looks at how the price of securities (or
the level of an index) have changed in relation to the price changes of other
securities (or other indices), with the expectation that the outperforming
securities (or indices) will continue to exhibit future outperformance. At the
beginning of each quarter, the Sub-Adviser uses a proprietary momentum scoring
system to rank a variety of ETFs focused on a particular industry (e.g.,
biotechnology, pharmaceuticals, or aerospace & defense), sector
(e.g.,
energy, financials, or technology), or asset class (e.g.,
bonds, dividend-paying stocks, or small-capitalization stocks), based on their
short-and medium-term momentum, asset flows, and other measures. At such time,
the strategy will allocate 40% of its exposure to the top ranked ETF and 30% to
each of the next two highest ranked ETFs. As a result, the strategy may have
significant exposure to particular sectors or industries or may be primarily
exposed to broad-based equity securities or bonds.
The
Sector Rotation strategy employs a “macro monitor” overlay to identify periods
when the entire market is in a downward trend. The macro monitor looks at the
health of the broad market and signals when a pullback is likely to turn into a
bear market with an associated major aggregate drawdown. When the macro monitor
indicates such a downward trend, the strategy moves to allocate 100% to
defensive ETFs. Defensive ETFs used by the strategy will include
Investment-Grade Bond ETFs, Gold ETFs, or U.S. Dollar ETFs.
The Fund is considered to be
non-diversified, which means that it may invest more of its assets in the
securities of a single issuer or a smaller number of issuers than if it were a
diversified fund.
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.”
•Associated
Risks of Sector Rotation Strategies. The
Sub-Adviser’s Sector Rotation strategy uses a variety of market indicators to
seek to identify the industries, sectors, or asset classes that are likely to
outperform during a given quarter. Such indicators are evaluated on a quarterly
basis and may be unable to predict events or conditions that may arise during a
quarter and lead the previously-selected industries, sectors, or asset classes
to underperform other industries, sectors, or asset classes over the entire
quarter. Additionally, the strategy relies on macroeconomic indicators to
identify significant downturns in the market, and such indicators may fail to
correctly or timely identify such downturns. In such event, the Fund may
continue to be exposed to Underlying Investments that may lose significant value
during downturns. There can be no guarantee that the Sub-Adviser’s Sector
Rotation strategy will correctly or timely identify the industries, sectors, or
asset classes that will outperform during a given
quarter.
•Associated
Risks of Trend-Based Strategies. The
Sub-Adviser’s Trend Plus strategy uses a variety of market indicators and stop
levels to seek to identify upward or downward trends in the U.S. equity markets.
To the extent such indicators or stop levels fail to give timely notice of a
downward trending market, the Fund may continue to be exposed to Underlying
Investments that may lose significant value during such downward periods.
Similarly, if the indicators fail to timely identify a reversal of a downward
trending market, the Fund may continue to be exposed to defensive ETFs at a time
when there is significant appreciation in the equity markets. Either scenario
could result in the Fund underperforming other funds that do not employ a
trend-based strategy, and there can be no guarantee that the Sub-Adviser’s Trend
Plus strategy will correctly or timely identify market trends.
•Commodity-Linked
Derivatives Risk. To
the extent the Fund invests in Gold ETFs, the Fund is exposed to
commodity-linked derivatives.
The
value of a commodity-linked derivative investment typically is based upon the
price movements of an underlying physical commodity, such as gold, and may be
affected by changes in overall market movements, volatility of the market,
changes in interest rates, or factors affecting a particular industry or
commodity, such as drought, floods, weather, embargoes, tariffs and
international economic, political and regulatory developments. Investments in
commodity-linked derivatives may be subject to greater volatility than
investments that are not derivative-based. Commodity-linked derivatives also may
be subject to credit and interest rate risks that in general affect the values
of debt securities.
•Currency
Exchange Rate Risk. To
the extent the Fund invests in U.S. Dollar ETFs, changes in currency exchange
rates and the relative value of non-U.S. currencies will affect the value of the
Fund’s investment and the value of your Fund shares. Currency exchange rates can
be very volatile and can change quickly and unpredictably. As a result, the
value of an investment in the Fund may also change quickly, unpredictably, and
without warning, and you may lose money.
•Derivative
Securities Risks. To
the extent the Fund invests in U.S. Dollar ETFs or Gold ETFs, the Fund is
exposed, through those Underlying Investments, to derivative instruments,
including forward currency contracts (with respect to U.S. Dollar ETFs) or
futures contracts that correlate to the investment returns of physical gold
(with respect to Gold ETFs). A U.S. Dollar ETF’s or Gold ETF’s use of
derivatives may reduce its returns or increase volatility. Derivatives may also
be subject to counterparty risk, which is the risk that the other party in the
transaction will not fulfill its contractual obligation. Counterparty risk for
over-the-counter (“OTC”) derivatives is generally higher than that for
derivatives traded on an exchange or through a clearing house. A risk of a U.S.
Dollar ETF or Gold ETF’s use of derivatives is that the fluctuations in their
values may not correlate perfectly with the value of the underlying asset, the
performance of the asset class to which the U.S. Dollar ETF or Gold ETF seeks
exposure or the performance of the overall markets. The possible lack of a
liquid secondary market for derivatives and the resulting inability of the U.S.
Dollar ETF or Gold ETF to sell or otherwise close a derivatives position could
expose the U.S. Dollar ETF or Gold ETF to losses and could make derivatives more
difficult for the U.S. Dollar ETF or Gold ETF to value accurately. A U.S. Dollar
ETF or Gold ETF could also suffer losses related to its derivatives positions as
a result of unanticipated market movements, or movements between the time of
periodic reallocations of Fund assets, which losses are potentially unlimited.
Certain derivatives may give rise to a form of leverage and may expose the U.S.
Dollar ETF or Gold ETF to greater risk and increase its costs. The impact of
U.S. and global regulation of derivatives may make derivatives more costly, may
limit the availability of derivatives, may delay or restrict the exercise by the
U.S. Dollar ETF or Gold ETF of termination rights or remedies upon a
counterparty default under derivatives held by the U.S. Dollar ETF or Gold ETF
(which could result in losses), or may otherwise adversely affect the value or
performance of derivatives.
◦Futures
Contract Risk.
To the extent the Fund invests in Gold ETFs, the Fund is exposed to
exchange-traded futures contracts. Futures are standardized contracts that
obligate a purchaser to take delivery, and a seller to make delivery, of a
specific amount of an asset at a specified future date at a specified price.
Unlike equities, which typically entitle the holder to a continuing ownership
stake in an issuer, futures contracts normally specify a certain date for
settlement in cash based on the level of the reference rate. The primary risks
associated with the use of futures contracts are: (i) the imperfect correlation
between the change in market value of the instruments held by a Gold ETF and the
price of the futures contract; (ii) possible lack of a liquid secondary market
for a futures contract and the resulting inability to close a futures contract
when desired; (iii) losses caused by unanticipated market movements, which are
potentially unlimited; (iv) the inability of the Gold ETF’s investment adviser
to predict correctly the direction of prices and other economic factors; and (v)
the possibility that the counterparty will default in the performance of its
obligations.
◦Forward
Currency Contract Risk.
To the extent the Fund invests in U.S. Dollar ETFs, the Fund is exposed to
forward currency contracts. A forward foreign currency exchange contract
(“forward contract”) involves an obligation to purchase or sell a specific
currency at a future date, which may be any fixed number of days from the date
of the contract agreed upon by the parties, at a price set at the time of the
contract. These contracts are principally traded in the interbank market
conducted directly between currency traders (usually large commercial banks) and
their customers. Forward contracts are contracts between parties in which one
party agrees to make a payment to the other party (the counterparty) based on
the market value or level of a specified currency. In return, the counterparty
agrees to make payment to the first party based on the return of a different
specified currency. A forward contract generally has no margin deposit
requirement, and no commissions are charged at any stage for trades. These
contracts typically are settled by physical delivery of the underlying currency
or currencies in the amount of the full contract value. The primary risks
associated with the use of forward currency contracts
are:
(i) the success of the ability of the U.S. Dollar ETF’s investment adviser to
predict movements in the prices of individual currencies, fluctuations in
markets and movements in interest rates; (ii) the imperfect correlation between
the change in market value of the instruments held by a U.S. Dollar ETF and the
price of the forward contract; and (iii) the possibility that the counterparty
will default in the performance of its obligations.
•Dividend-Paying
Securities Risk.
The Fund may have significant exposure to Underlying Investments that invest in
dividend-paying stocks. There is no guarantee that issuers of the securities
held by such Underlying Investments 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 Cboe BZX Exchange, 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.
•Fixed
Income Securities Risk. The
Fund may invest in Underlying Investments that invest primarily in fixed income
securities. Fixed income securities, such as bonds and certain asset-backed
securities, involve certain risks, which include:
◦Credit
Risk. Credit
risk refers to the possibility that the issuer of a security will not be able to
make payments of interest and principal when due. Changes in an issuer’s credit
rating or the market’s perception of an issuer’s creditworthiness may also
affect the value of an investment in that issuer.
◦Event
Risk. Event
risk is the risk that corporate issuers may undergo restructurings, such as
mergers, leveraged buyouts, takeovers, or similar events financed by increased
debt. As a result of the added debt, the credit quality and market value of a
company’s bonds and/or other debt securities may decline
significantly.
◦Extension
Risk. When
interest rates rise, certain obligations will be paid off by the obligor more
slowly than anticipated, causing the value of these securities to
fall.
◦Interest
Rate Risk. Generally,
the value of fixed income securities will change inversely with changes in
interest rates. As interest rates rise, the market value of fixed income
securities tends to decrease. Conversely, as interest rates fall, the market
value of fixed income securities tends to increase. This risk will be greater
for long-term securities than for short-term securities. Changes in government
intervention may have adverse effects on investments, volatility, and
illiquidity in debt markets.
◦Prepayment
Risk. When
interest rates fall, certain obligations will be paid off by the obligor more
quickly than originally anticipated, and the proceeds may have to be invested in
securities with lower yields.
◦Variable
and Floating Rate Instrument Risk. The
absence of an active market for these securities could make it difficult to
dispose of them if the issuer defaults.
•Government
Obligations Risk. The
Fund may invest in Underlying Investments that primarily invest in securities
issued by the U.S. or other governments. There can be no guarantee that the
United States or another country will be able to meet its payment obligations
with respect to such securities. Additionally, market prices and yields of
securities supported by the full faith and credit of the U.S. government or
other countries may decline or be negative for short or long periods of time.
•High
Portfolio Turnover Risk.
The Fund may frequently buy and sell portfolio securities and other assets to
rebalance the Fund’s exposure to specific securities. Higher portfolio turnover
may result in the Fund paying higher levels of transaction costs and generating
greater tax liabilities for shareholders. Portfolio turnover risk may cause the
Fund’s performance to be less than you expect.
•Investment
Company Risk. The
risks of investing in investment companies, such as the Underlying Investments,
typically reflect the risks of the types of instruments in which the investment
companies invest. By investing in another investment company, the Fund becomes a
shareholder of that investment company and bears its proportionate share of the
fees and expenses of the other investment company. The Fund may be subject to
statutory limits with respect to the amount it can invest in other ETFs, which
may adversely affect the Fund’s ability to achieve its investment objective.
Investments in ETFs are also subject to the “ETF Risks” described above.
•Limited
Operating History Risk.
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.
•Management
Risk. The
Fund is actively managed and may not meet its investment objective based on the
Sub-Adviser’s success or failure to implement investment strategies for the
Fund.
•Market
Capitalization Risk.
◦Large-Capitalization
Investing.
The securities of large-capitalization companies may be relatively mature
compared to smaller companies and therefore subject to slower growth during
times of economic expansion. Large-capitalization companies may also be unable
to respond quickly to new competitive challenges, such as changes in technology
and consumer tastes.
◦Mid-Capitalization
Investing.
The securities of mid-capitalization companies may be more vulnerable to adverse
issuer, market, political, or economic developments than securities of
large-capitalization companies. The securities of mid-capitalization companies
generally trade in lower volumes and are subject to greater and more
unpredictable price changes than large capitalization stocks or the stock market
as a whole.
◦Small-Capitalization
Investing.
The securities of small-capitalization companies may be more vulnerable to
adverse issuer, market, political, or economic developments than securities of
large- or mid-capitalization companies. The securities of small-capitalization
companies generally trade in lower volumes and are subject to greater and more
unpredictable price changes than large- or mid-capitalization stocks or the
stock market as a whole. There is typically less publicly available information
concerning smaller-capitalization companies than for larger, more established
companies.
•Models
and Data Risk. The
Fund’s strategies are 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 purchased, held, or sold by the
Fund that would not have been purchased, held, or sold had the Models and Data
been correct and complete.
•Non-Diversification
Risk.
The Fund is considered to be non-diversified,
which means that it may invest more of its assets in the securities of a single
issuer or a smaller number of issuers than if it were a diversified fund. As a
result, the Fund may be more exposed to the risks associated with and
developments affecting an individual issuer or a smaller number of issuers than
a fund that invests more widely. This may increase the Fund’s volatility and
cause the performance of a relatively smaller number of issuers to have a
greater impact on the Fund’s performance. However, the Fund intends to satisfy
the diversification requirements for qualifying as a regulated investment
company (a “RIC”) under Subchapter M of the Internal Revenue Code of 1986, as
amended (the “Code”).
•Risk
of Investing in Gold.
To the extent the Fund invests in Gold ETFs, the Fund is exposed to gold. The
Fund’s portfolio may be adversely affected by changes or trends in the price of
gold. The price of gold and of gold-related instruments historically has been
volatile, which may adversely affect the value of exchange-traded gold futures
contracts, other derivative instruments, and other exchange-traded products
backed by or linked to physical gold. Governments, central banks, or other
larger holders can influence the production and sale of gold, which may
adversely affect the performance of a Gold ETF, and in turn, the Fund. The price
of gold may also be impacted by various economic, financial, social, and
political factors.
•Sector
Risk. To the extent the Fund invests, either
directly or through Underlying Investments, more heavily in particular sectors
of the economy, its performance will be especially sensitive to developments
that significantly affect those sectors.
Performance
The following
performance information indicates some of the risks of investing in the
Fund. The bar chart shows the Fund’s performance for the
calendar year ended December 31. The table illustrates how the Fund’s average
annual returns for the 1-year and since inception periods compared with those of
a broad measure of market performance. The Fund’s past performance,
before and after taxes, does not necessarily indicate how it will perform in the
future. Updated performance information is also available on the
Fund’s website at www.mscmfunds.com.
Calendar Year Total
Return
During the period of time shown
in the bar chart, the Fund’s highest quarterly return
was 1.04% for the quarter ended December 31, 2022, and
the lowest quarterly return was
-8.89% for the quarter ended March 31,
2022.
Average Annual Total Returns
For the Period Ended December 31,
2022
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McElhenny
Sheffield Managed Risk ETF |
1-Year |
Since
Inception (11/16/2021) |
Return Before
Taxes |
-11.93% |
-11.57% |
Return After Taxes on
Distributions |
-12.16% |
-11.79% |
Return After Taxes on Distributions and
Sale of Shares |
-7.06% |
-8.88% |
S&P
500® Index
(reflects no deduction for
fees, expenses, or taxes) |
-18.11% |
-15.12% |
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. In certain cases, the figure
representing “Return After Taxes on Distributions and Sale of Shares” may be
higher than the other return figures for the same period. A higher after-tax
return results when a capital loss occurs upon redemption and provides an
assumed tax deduction that benefits the
investor.
Portfolio
Management
|
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Adviser |
Aptus
Capital Advisors, LLC (“Aptus” or the “Adviser”) |
Sub-Adviser |
McElhenny
Sheffield Capital Management, LLC |
Portfolio
Managers |
Bruce
Fraser, Managing Member & Portfolio Manager for the Sub-Adviser; Grant
Morris, CFA, CFP, Operations & Portfolio Manager for the Sub-Adviser;
Mark Callahan, Portfolio Manager & Head of Trading for the Adviser;
and Brad Rapking, Portfolio Manager & Analyst for the Adviser, are
jointly and primarily responsible for the day-to-day management of the
Fund and have served as portfolio managers since the Fund’s inception in
November 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.mscmfunds.com.
Tax
Information
Fund
distributions are generally taxable as ordinary income, qualified dividend
income, or capital gains (or a combination), unless your investment is in an IRA
or other tax-advantaged account. Distributions on investments made through
tax-deferred arrangements may be taxed later upon withdrawal of assets from
those accounts.
Financial
Intermediary Compensation
If
you purchase Shares through a broker-dealer or other financial intermediary
(such as a bank) (an “Intermediary”), the Adviser, the Sub-Adviser, or their
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 FUND
Investment
Objective
The
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.
Temporary
Defensive Positions
When
the Sub-Adviser believes that current market, economic, political or other
conditions are unsuitable and would impair the pursuit of the Fund’s investment
objectives, the Fund may invest some or all of its assets directly or in other
ETFs that invest in cash or cash equivalents, including but not limited to
obligations of the U.S. government, money market fund shares, commercial paper,
certificates of deposit and/or bankers acceptances, as well as other interest
bearing or discount obligations or debt instruments that carry an investment
grade rating by a national rating agency. When the Fund takes a temporary
defensive position, the Fund may not achieve its investment
objectives.
The
Fund’s Investment in Gold ETFs
The
Gold ETFs in which the Fund may invest are registered investment companies that
have elected and intend to continue to qualify each year to be treated as a
separate RIC under the Code.
When
the Fund moves into Defensive ETFs, the Fund may hold up to 30% of its assets in
one or more Gold ETFs, which is the Fund’s maximum initial allocation to Gold
ETFs at time of purchase.
Principal
Investment Risks
This
section provides additional information regarding the principal risks described
in the Fund Summary. As in the 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 Fund, regardless of the order in which it
appears. Each of the factors below could have a negative impact on the Fund’s
performance and trading prices.
•Associated
Risks of Sector Rotation Strategies. The
Sub-Adviser’s Sector Rotation strategy uses a variety of market indicators to
seek to identify the industries, sectors, or asset classes that are likely to
outperform during a given quarter. Such indicators are evaluated on a quarterly
basis and may be unable to predict events or conditions that may arise during a
quarter and lead the previously-selected industries, sectors, or asset classes
to underperform other industries, sectors, or asset classes over the entire
quarter. Additionally, the strategy relies on macroeconomic indicators to
identify significant downturns in the market, and such indicators may fail to
correctly or timely identify such downturns. In such event, the Fund may
continue to be exposed to Underlying Investments that may lose significant value
during downturns. There can be no guarantee that the Sub-Adviser’s Sector
Rotation strategy will correctly or timely identify the industries, sectors, or
asset classes that will outperform during a given quarter.
•Associated
Risks of Trend-Based Strategies. The
Sub-Adviser’s Trend Plus strategy uses a variety of market indicators and stop
levels to seek to identify upward or downward trends in the U.S. equity markets.
To the extent such indicators or stop levels fail to give timely notice of a
downward trending market, the Fund may continue to be exposed to Underlying
Investments that may lose significant value during such downward periods.
Similarly, if the indicators fail to timely identify a reversal of a downward
trending market, the Fund may continue to be exposed to defensive ETFs at a time
when there is significant appreciation in the equity markets. Either scenario
could result in the Fund underperforming other funds that do not employ a
trend-based strategy, and there can be no guarantee that the Sub-Adviser’s Trend
Plus strategy will correctly or timely identify market trends.
•Commodity-Linked
Derivatives Risk. To
the extent the Fund invests in Gold ETFs, the Fund is exposed to
commodity-linked derivatives.
The
value of a commodity-linked derivative investment typically is based upon the
price movements of an underlying physical commodity, such as gold, and may be
affected by changes in overall market movements, volatility of the market,
changes in interest rates, or factors affecting a particular industry or
commodity, such as drought, floods, weather, embargoes, tariffs and
international economic, political and regulatory developments. Investments in
commodity-linked derivatives may be subject to greater volatility than
investments that are not derivative-based. Commodity-linked derivatives also may
be subject to credit and interest rate risks that in general affect the values
of debt securities.
•Currency
Exchange Rate Risk. To
the extent the Fund invests in U.S. Dollar ETFs, changes in currency exchange
rates and the relative value of non-U.S. currencies will affect the value of the
Fund’s investment and the value of your Fund shares. Currency exchange rates can
be very volatile and can change quickly and unpredictably. As a result, the
value of an investment in the Fund may also change quickly, unpredictably, and
without warning, and you may lose money.
•Derivative
Securities Risks. To
the extent the Fund invests in U.S. Dollar ETFs or Gold ETFs, the Fund is
exposed, through those Underlying Investments, to derivative instruments,
including forward currency contracts (with respect to U.S. Dollar ETFs) or
futures contracts that correlate to the investment returns of physical gold
(with respect to Gold ETFs). A U.S. Dollar ETF’s or Gold ETF’s use of
derivatives may reduce its returns or increase volatility. Derivatives may also
be subject to counterparty risk, which is the risk that the other party in the
transaction will not fulfill its contractual obligation. Counterparty risk for
over-the-counter (“OTC”) derivatives is generally higher than that for
derivatives traded on an exchange or through a clearing house. A risk of a U.S.
Dollar ETF or Gold ETF’s use of derivatives is that the fluctuations in their
values may not correlate perfectly with the value of the underlying asset, the
performance of the asset class to which the U.S. Dollar ETF or Gold ETF seeks
exposure or the performance of the overall markets. The possible lack of a
liquid secondary market for derivatives and the resulting inability of the U.S.
Dollar ETF or Gold ETF to sell or otherwise close a derivatives position could
expose the U.S. Dollar ETF or Gold ETF to losses and could make derivatives more
difficult for the U.S. Dollar ETF or Gold ETF to value accurately. A U.S. Dollar
ETF or Gold ETF could also suffer losses related to its derivatives positions as
a result of unanticipated market movements, or movements between the time of
periodic reallocations of Fund assets, which losses are potentially unlimited.
Certain derivatives may give rise to a form of leverage and may expose the U.S.
Dollar ETF or Gold ETF to greater risk and increase its costs. The impact of
U.S. and global regulation of derivatives may make derivatives more costly, may
limit the availability of derivatives, may delay or restrict the exercise by the
U.S. Dollar ETF or Gold ETF of termination rights or remedies upon a
counterparty default under derivatives held by the U.S. Dollar ETF or Gold ETF
(which could result in losses), or may otherwise adversely affect the value or
performance of derivatives.
◦Futures
Contract Risk.
To the extent the Fund invests in Gold ETFs, the Fund is exposed to
exchange-traded futures contracts. Futures are standardized contracts that
obligate a purchaser to take delivery, and a seller to make delivery, of a
specific amount of an asset at a specified future date at a specified price.
Unlike equities, which typically entitle the holder to a continuing ownership
stake in an issuer, futures contracts normally specify a certain date for
settlement in cash based on the level of the reference rate. The primary risks
associated with the use of futures contracts are: (i) the imperfect correlation
between the change in market value of the instruments held by a Gold ETF and the
price of the futures contract; (ii) possible lack of a liquid secondary market
for a futures contract and the resulting inability to close a futures contract
when desired; (iii) losses caused by unanticipated market movements, which are
potentially unlimited; (iv) the inability of the Gold ETF’s investment adviser
to predict correctly the direction of prices and other economic factors; and (v)
the possibility that the counterparty will default in the performance of its
obligations.
◦Forward
Currency Contract Risk.
To the extent the Fund invests in U.S. Dollar ETFs, the Fund is exposed to
forward currency contracts. A forward foreign currency exchange contract
(“forward contract”) involves an obligation to purchase or sell a specific
currency at a future date, which may be any fixed number of days from the date
of the contract agreed upon by the parties, at a price set at the time of the
contract. These contracts are principally traded in the interbank market
conducted directly between currency traders (usually large commercial banks) and
their customers. Forward contracts are contracts between parties in which one
party agrees to make a payment to the other party (the counterparty) based on
the market value or level of a specified currency. In return, the counterparty
agrees to make payment to the first party based on the return of a different
specified currency. A forward contract generally has no margin deposit
requirement, and no commissions are charged at any stage for trades. These
contracts typically are settled by physical delivery of the underlying currency
or currencies in the amount of the full contract value. The primary risks
associated with the use of forward currency contracts are: (i) the success of
the ability of the U.S. Dollar ETF’s investment adviser to predict movements in
the prices of individual currencies, fluctuations in markets and movements in
interest rates; (ii) the imperfect correlation between the change in market
value of the instruments held by a U.S. Dollar ETF and the price of the forward
contract; and (iii) the possibility that the counterparty will default in the
performance of its obligations.
•Dividend-Paying
Securities Risk.
There is no guarantee that issuers of the securities held by the Fund’s
Underlying Investments will declare dividends in the future or that, if
declared, they will either remain at current levels or increase over time. The
Fund may also underperform similar funds that invest without considering a
company’s dividend payments. Companies that pay dividends historically may not
participate in a broad market advance to the same extent as other companies that
do not pay dividends. Such companies may also be sensitive to a sharp rise in
interest rates or an economic downturn that leads to the elimination or
reduction of dividend payments to investors.
•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 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. Many countries, including the U.S.,
are subject to few restrictions related to the spread of COVID-19. 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.
The
Fund is an ETF, and, as a result of an ETF’s structure, it 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 or periods of
steep market declines. The market price of Fund shares during the trading day,
like the price of any exchange-traded security, includes a “bid-ask” spread
charged by the exchange specialist, market makers or other participants that
trade the Fund shares. In times of severe market disruption, the bid-ask spread
can increase significantly. At those times, Fund shares are most likely to be
traded at a discount to NAV, and the discount is likely to be greatest when the
price of Fund shares is falling fastest, which may be the time that you most
want to sell your Fund shares. The Adviser believes that, under normal market
conditions, large market price discounts or premiums to NAV will not be
sustained because of arbitrage opportunities.
◦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.
•Fixed
Income Securities Risk. Fixed
income securities, such as bonds and certain asset-backed securities, involve
certain risks, which include:
◦Call
Risk. During
periods of falling interest rates, an issuer of a callable bond held by an
Underlying Investment may “call” or repay the security before its stated
maturity, and the Underlying Investment may have to reinvest the proceeds in
securities with lower yields, which would result in a decline in that fund’s
income, or in securities with greater risks or with other less favorable
features.
◦Credit
Risk. Credit
risk refers to the possibility that the issuer of a security will not be able to
make principal and interest payments when due. Changes in an issuer’s credit
rating or the market’s perception of an issuer’s creditworthiness may also
affect the value of the Underlying Investment’s investment in that issuer. The
degree of credit risk depends on both the financial condition of the issuer and
the terms of the obligation.
◦Duration
Risk. Prices
of fixed income securities with longer durations are more sensitive to interest
rate changes than those with shorter durations.
◦Event
Risk. Event
risk is the risk that corporate issuers may undergo restructurings, such as
mergers, leveraged buyouts, takeovers, or similar events financed by increased
debt. As a result of the added debt, the credit quality and market value of a
company’s bonds and/or other debt securities may decline
significantly.
◦Extension
Risk. When
interest rates rise, certain obligations will be paid off by the obligor more
slowly than anticipated, causing the value of these securities to fall. Rising
interest rates tend to extend the duration of securities, making them more
sensitive to future changes in interest rates. The value of longer-term
securities generally changes more in response to changes in interest rates than
the value of shorter-term securities. As a result, in a period of rising
interest rates, securities may exhibit additional volatility and may lose
value.
◦Interest
Rate Risk. Generally,
the value of fixed income securities will change inversely with changes in
interest rates. As interest rates rise, the market value of fixed income
securities tends to decrease. Conversely, as interest rates fall, the market
value of fixed income securities tends to increase. This risk will be greater
for long-term securities than for short-term securities. An Underlying
Investment may take steps to attempt to reduce the exposure of its portfolio to
interest rate changes; however, there can be no guarantee that a Fund will take
such actions or that the Fund will be successful in reducing the impact of
interest rate changes on the portfolio. Changes in government intervention may
have adverse effects on investments, volatility, and illiquidity in debt
markets.
◦Maturity
Risk. The
value of fixed income investments is also dependent on their maturity.
Generally, the longer the maturity of a fixed income security, the greater its
sensitivity to changes in interest rates.
◦Prepayment
Risk. When
interest rates fall, certain obligations will be paid off by the obligor more
quickly than originally anticipated, and an Underlying Investment may have to
invest the proceeds in securities with lower yields. In periods of falling
interest rates, the rate of prepayments tends to increase (as does price
fluctuation) as borrowers are motivated to pay off debt and refinance at new
lower rates. During such periods, reinvestment of the prepayment proceeds by the
management team will generally be at lower rates of return than the return on
the assets that were prepaid. Prepayment reduces the yield to maturity and the
average life of the security.
◦Variable
and Floating Rate Instrument Risk. The
absence of an active market for these securities could make it difficult for the
Underlying Investment to dispose of them if the issuer defaults.
•Government
Obligations Risk. The
Fund may invest in securities issued by the U.S. government either directly or
through investments in Underlying Investments that invest in such securities.
The total public debt of the United States as a percentage of gross domestic
product has grown rapidly since the beginning of the 2008–2009 financial
downturn and during the COVID-19 pandemic. Although high debt levels do not
necessarily indicate or cause economic problems, they may create certain
systemic risks if sound debt management practices are not implemented. A high
national debt can raise concerns that the U.S. government will not be able to
make principal or interest payments when they are due. This increase has also
necessitated the need for the U.S. Congress to negotiate adjustments to the
statutory debt ceiling to increase the cap on the amount the U.S. government is
permitted to borrow to meet its existing obligations and finance current budget
deficits. In August 2011, S&P lowered its long-term sovereign credit rating
on the U.S. In explaining the downgrade at that time, S&P cited, among other
reasons, controversy over raising the statutory debt limit and growth in public
spending. An increase in national debt levels may also necessitate the need for
the U.S. Congress to negotiate adjustments to the statutory debt ceiling to
increase the cap on the amount the U.S. Government is permitted to borrow to
meet its existing obligations and finance current budget deficits. Future
downgrades could increase volatility in domestic and foreign financial markets,
result in higher interest rates, lower prices of U.S. Treasury securities and
increase the costs of different kinds of debt. Any controversy or ongoing
uncertainty regarding the statutory debt ceiling negotiations may impact the
U.S. long-term sovereign credit rating and may cause market uncertainty. As a
result, market prices and yields of securities supported by the full faith and
credit of the U.S. government may be adversely affected.
•High
Portfolio Turnover Risk.
The Fund may frequently buy and sell portfolio securities and other assets to
rebalance the Fund’s exposure to specific securities. Higher portfolio turnover
may result in the Fund paying higher levels of transaction costs and generating
greater tax liabilities for shareholders. Portfolio turnover risk may cause the
Fund’s performance to be less than you expect.
•Investment
Company Risk. The
Fund invests in shares of investment companies, such as ETFs, that invest in a
wide range of instruments designed to track the performance of a particular
securities market index (or sector of an index) or that are actively managed.
The risks of investment in these securities typically reflect the risks of the
types of instruments in which the investment company invests. When the Fund
invests in investment company securities, shareholders of the Fund bear
indirectly their proportionate share of their fees and expenses, as well as
their share of the Fund’s fees and expenses. As a result, an investment by the
Fund in an investment company will cause the Fund’s operating expenses (taking
into account indirect expenses such as the fees and expenses of the investment
company) to be higher and, in turn, performance to be lower than if it were to
invest directly in the instruments underlying the investment company.
Additionally, there may not be an active trading market available for shares of
some ETFs. Shares of an ETF may also trade in the market at a premium or
discount to their NAV.
•Limited
Operating History Risk.
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.
•Management
Risk. The
Fund is actively managed and may not meet its investment objective based on the
Sub-Adviser’s success or failure to implement investment strategies for the
Fund.
•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. When
Models and Data prove to be incorrect or incomplete, any decisions made in
reliance thereon expose the Fund to potential risks. For example, by relying on
Models and Data, the Sub-Adviser may be induced to buy certain investments at
prices that are too high, to sell certain other investments at prices that are
too low, or to miss favorable opportunities altogether. Similarly, any hedging
based on faulty Models and Data may prove to be unsuccessful.
Some
of the models used by the Sub-Adviser for the Fund are predictive in nature. The
use of predictive models has inherent risks. For example, such models may
incorrectly forecast future behavior, leading to potential losses on a cash flow
and/or a mark-to-market basis. In addition, in unforeseen or certain
low-probability scenarios (often involving a market disruption of some kind),
such models may produce unexpected results, which can result in losses for the
Fund. Furthermore, because predictive models are usually constructed based on
historical data supplied by third parties, the success of relying on such models
may depend heavily on the accuracy and reliability of the supplied historical
data.
All
models rely on correct market data inputs. If incorrect market data is entered
into even a well-founded model, the resulting information will be incorrect.
However, even if market data is input correctly, “model prices” will often
differ substantially from market prices, especially for instruments with complex
characteristics, such as derivative instruments.
•Non-Diversification
Risk.
The
Fund is considered to be non-diversified, which means that it may invest more of
its assets in the securities of a single issuer or a smaller number of issuers
than if it were a diversified fund. As a result, the Fund may be more exposed to
the risks associated with and developments affecting an individual issuer or a
smaller number of issuers than a fund that invests more widely. This may
increase the Fund’s volatility and cause the performance of a relatively smaller
number of issuers to have a greater impact on the Fund’s performance. However,
the Fund intends to satisfy the diversification requirements for qualifying as a
RIC under the Code.
•Risk
of Investing in Gold.
To the extent the Fund invests in Gold ETFs, the Fund is exposed to gold. The
Fund’s portfolio may be adversely affected by changes or trends in the price of
gold. The price of gold and of gold-related instruments historically has been
volatile, which may adversely affect the value of exchange-traded gold futures
contracts, other derivative instruments, and other exchange-traded products
backed by or linked to physical gold. Governments, central banks, or other
larger holders can influence the production and sale of gold, which may
adversely affect the performance of a Gold ETF, and in turn, the Fund. The price
of gold may also be impacted by various economic, financial, social, and
political factors.
Investments
related to gold are considered to be speculative. The price of gold may
fluctuate sharply over short periods of time due to, among other things: (i)
changes in inflation or expectations regarding inflation in various countries;
(ii) the availability of supply; (iii) changes in demand; (iv) investment
speculation and political uncertainty; and (v) monetary and other economic
policies of various governments.
A
Gold ETF may also invest in gold bullion through exchange-traded products. Gold
bullion may depreciate in value and does not generate income, unlike many other
investments, which may pay interest or dividends or make other current payments.
Also, as compared to other investments, exchange-traded products may have higher
custody and transaction costs.
•Sector
Risk. To
the extent the Fund invests more heavily in particular sectors of the economy,
its performance will be especially sensitive to developments that significantly
affect those sectors. The Fund may invest a significant portion of its assets in
the following sectors and, therefore, the performance of the Fund could be
negatively impacted by events affecting each of these sectors.
PORTFOLIO
HOLDINGS INFORMATION
Information
about the Fund’s daily portfolio holdings is available at www.mscmfunds.com. A
complete description of the Fund’s policies and procedures with respect to the
disclosure of the Fund’s portfolio holdings is available in the Fund’s Statement
of Additional Information (“SAI”).
MANAGEMENT
Investment
Adviser
Aptus
Capital Advisors, LLC serves as the Fund’s investment adviser and has overall
responsibility for the general management and administration of the Fund. Aptus
is responsible for the day-to-day management of the Fund’s portfolio. The
Adviser is responsible for trading portfolio securities for the Fund, including
selecting broker-dealers to execute purchase and sale transactions based on the
analysis and investment recommendations from the Sub-Adviser. Aptus is a
registered investment adviser with offices located at 265 Young Street,
Fairhope, Alabama 36532. Aptus provides investment advisory services to
separately managed accounts, as well as the Fund. The Adviser also provides
oversight of the Sub-Adviser, monitoring of the Sub-Adviser’s investment
decisions for the Fund, and review of the Sub-Adviser’s performance. Aptus also
arranges for transfer agency, custody, fund administration, and all other
related services necessary for the Fund to operate.
For
the services it provides to the Fund, the Fund pays the Adviser a unified
management fee, which is calculated daily and paid monthly, at an annual rate
based on the average daily net assets of the Fund of 0.84%.
Under
the Investment Advisory Agreement, the Adviser has agreed to pay all expenses of
the Fund except for the fee paid to the Adviser pursuant to the Investment
Advisory Agreement, interest charges on any borrowings, 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 fees and expenses paid by the Trust under any distribution plan
adopted pursuant to Rule 12b-1 under the 1940 Act.
The
basis for the Board of Trustees’ approval of the Fund’s Investment Advisory
Agreement is available in the Fund’s Semi-Annual
Report
to Shareholders for the period ended April 30, 2022.
Sub-Adviser
The
Adviser has retained McElhenny Sheffield Capital Management, LLC to serve as
sub-adviser for the Fund. The Sub-Adviser is responsible for the day-to-day
management of the Fund and providing investment recommendations to the Adviser,
including security selection, subject to the supervision of the Adviser and the
Board. The Sub-Adviser is a registered investment adviser. Its principal office
is located at 4701 W. Lovers Lane, Dallas, Texas 75209. The Sub-Adviser was
formed in 2000 and provides investment
advisory
services to individuals, high net worth individuals, businesses and other
institutions or entities, including as a sub-adviser to other investment
advisers, as well as the Fund.
For
its services, the Sub-Adviser is paid a fee by the Adviser, which is calculated
daily and paid monthly, at an annual rate based on the average daily net assets
of the Fund of 0.64%. The Fund’s inception date was November 16, 2021, and for
the first six months of the Fund’s operations, the Sub-Adviser was paid a fee by
the Adviser, which was calculated daily and paid monthly, at an annual rate
based on the average daily net assets of the Fund of 0.74%. For the next six
months of the Fund’s operations, the Sub-Adviser was paid a fee by the Adviser,
which was calculated daily and paid monthly, at an annual rate based on the
average daily net assets of the Fund of 0.69%.
The
basis for the Board’s approval of the Investment Sub-Advisory Agreement is
available in the Fund’s Semi-Annual
Report
to Shareholders for the period ended April 30, 2022.
Manager
of Managers Structure
The
Fund and the Adviser have applied for an exemptive order from the SEC permitting
the Adviser (subject to certain conditions and the Board’s approval) to select
or change sub-advisers without obtaining shareholder approval. The order will
also permit the Adviser to materially amend the terms of agreements with a
sub-adviser (including an increase in the fee paid by the Adviser to the
sub-adviser (and not paid by the Fund)) or to continue the employment of a
sub-adviser after an event that would otherwise cause the automatic termination
of services with Board approval, but without shareholder approval. Shareholders
will be notified of any sub-adviser changes.
Portfolio
Managers
The
below individuals are the Fund’s Portfolio Managers and are jointly and
primarily responsible for day-to-day management of the Fund’s
portfolio.
Bruce
Fraser is the Managing Member of the Sub-Adviser, which he founded in 2000. Mr.
Fraser holds an MBA in Finance from Southern Methodist University, where he
continues to be involved as a member of the Associate Board, mentoring MBA
students. Mr. Fraser compiled extensive quantitative market research during his
MBA studies that provides the basis for some of the sophisticated strategies
deployed for the Sub-Adviser’s clients.
Grant
Morris, CFA, CFP®, specializes in tactical investment strategies and technical
analysis for the Sub-Adviser, which he joined in 2016. He has over 14 years of
experience serving clients in the financial services industry. Mr. Morris was
previously a consultant, advising and testifying on economic damages in
commercial litigation as a financial expert. Prior to his work as a consultant,
he was an engineer for a global telecom equipment manufacturer. Mr. Morris holds
the Chartered Financial Analyst® and Certified Financial Planner™ designations
and obtained an MBA with a concentration in finance from Southern Methodist
University’s Cox School of Business, where he participated in investing the
school’s endowment fund. He also has a B.S. degree in Industrial Engineering
from Texas A&M University.
Mark
Callahan is a Portfolio Manager and the Head of Trading at Aptus and has been
with Aptus since 2019. In his role as Portfolio Manager, Mr. Callahan has been
focused on derivative management, timing, hedging, and trading. Prior to joining
Aptus, Mr. Callahan enjoyed a nearly 12-year career on the Sell-Side as an
Institutional Equity and Derivatives Trader, as well as a Transition Manager.
Mr. Callahan holds a BBA in Finance from the University of Oklahoma, and a MSc.
of Real Estate from the University of Texas at Arlington.
Brad
Rapking, CFA, is a Portfolio Manager and Analyst at Aptus and joined the firm in
2020. In his role as Portfolio Manager, Mr. Rapking is focused on portfolio
construction, fundamental research, idea generation and buy/sell decisions. Mr.
Rapking graduated from Xavier University in 2015 with a BSBA in Finance. Mr.
Rapking is a CFA Charterholder and a member of the CFA Institute and CFA Society
of Alabama. Prior to joining Aptus, Mr. Rapking was an Equity Analyst for the
Driehaus Capital Value Equities team responsible for fundamental research and
idea generation in the Small Cap Value, Micro Cap Value, and International Small
Cap Value strategies. Mr. Rapking has more than five years of experience in
institutional equity research, trading and operations.
The
Fund’s SAI provides additional information about the Portfolio Managers’
compensation structure, other accounts managed by the Portfolio Managers, and
the Portfolio Managers’ ownership of Shares.
HOW
TO BUY AND SELL SHARES
The
Fund issues and redeems Shares at NAV only in Creation Units. Only APs may
acquire Shares directly from the Fund, and only APs may tender their Shares for
redemption directly to the 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 the 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.
Frequent
Purchases and Redemptions of Shares
The
Fund imposes no restrictions on the frequency of purchases and redemptions of
Shares. In determining not to approve a written, established policy, the Board
evaluated the risks of market timing activities by Fund shareholders. Purchases
and redemptions by APs, who are the only parties that may purchase or redeem
Shares directly with the Fund, are an essential part of the ETF process and help
keep Share trading prices in line with NAV. As such, the Fund accommodates
frequent purchases and redemptions by APs. However, the Board has also
determined that frequent purchases and redemptions for cash may increase
portfolio transaction costs and may lead to the realization of capital gains. To
minimize these potential consequences of frequent purchases and redemptions, the
Fund employs fair value pricing and may impose transaction fees on purchases and
redemptions of Creation Units to cover the custodial and other costs incurred by
the Fund in effecting trades. In addition, the Fund and the Adviser reserve the
right to reject any purchase order at any time.
Determination
of Net Asset Value
The
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 is calculated by dividing the Fund’s net
assets by its Shares outstanding.
In
calculating its NAV, the 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 the Fund or is determined to be unreliable,
the security will be valued by the Adviser at fair value pursuant to procedures
established by the Adviser and approved by the Board (as described below).
Fair
Value Pricing
The
Adviser has been designated by the Board as the valuation designee for the Fund
pursuant to Rule 2a-5 under the 1940 Act. In its capacity as valuation designee,
the Adviser 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. The Board has appointed the Adviser as
the Fund’s valuation designee to perform all fair valuations of the Fund’s
portfolio investments, subject to the Board’s oversight. Accordingly, the
Adviser has established procedures for its fair valuation of the Fund’s
portfolio investments. Generally, when fair valuing a security held by the Fund,
the Adviser 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 established by the Adviser. Due to the
subjective and variable nature of determining the fair value of a security or
other investment, there can be no assurance that the Adviser’s fair value will
match or closely correlate to any market quotation that subsequently becomes
available or the price quoted or published by other sources. In addition, the
Fund may not be able to obtain the fair value assigned to the security upon the
sale of such security.
Delivery
of Shareholder Documents – Householding
Householding
is an option available to certain investors of the Fund. 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 Fund 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.
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. Although the SEC has
adopted Rule 12d1-4 under the 1940 Act permitting registered investment
companies that enter into an agreement with the Trust (“Investing Funds”) to
invest in series of the Trust beyond the limits of Section 12(d)(1) subject to
certain terms and conditions, such regulatory relief is not applicable to the
Fund. Accordingly, Investing Funds must adhere to the limits set forth in
Section 12(d)(1) when investing in the Fund.
DIVIDENDS,
DISTRIBUTIONS, AND TAXES
Dividends
and Distributions
The
Fund intends to pay out dividends, if any, and distribute any net realized
capital gains to its shareholders at least annually. The Fund will declare and
pay capital gain distributions, if any, in cash. Distributions in cash may be
reinvested automatically in additional whole Shares only if the broker through
whom you purchased Shares makes such option available. Your broker is
responsible for distributing the income and capital gain distributions to
you.
Taxes
The
following discussion is a summary of some important U.S. federal income tax
considerations generally applicable to investments in the Fund. Your investment
in the 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. This summary does not apply
to Shares held in an IRA or other tax-qualified plans, which are generally not
subject to current tax. Transactions relating to Shares held in such accounts
may, however, be taxable at some time in the future. This summary is based on
current tax laws, which may change.
The
Fund intends to elect and qualify each year for treatment as a RIC under the
Code. If it meets certain minimum distribution requirements, a RIC is not
subject to tax at the fund level on income and gains from investments that are
timely distributed to shareholders. However, the Fund’s failure to qualify as a
RIC or to meet minimum distribution requirements would result (if certain relief
provisions were not available) in fund-level taxation and, consequently, a
reduction in income available for distribution to shareholders.
Unless
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 the 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
The
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 the Fund owned the investments that generated them,
rather than how long a shareholder has owned his or her Shares. Sales of assets
held by the Fund for more than one year generally result in long-term capital
gains and losses, and sales of assets held by the Fund for one year or less
generally result in short-term capital gains and losses. Distributions of the
Fund’s net capital gain (the excess of net long-term capital gains over net
short-term capital losses) that are reported by the 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 the Fund as “qualified dividend income” are generally taxed to
non-corporate shareholders at rates applicable to long-term capital gains,
provided holding period and other requirements are met. “Qualified dividend
income” generally is income derived from dividends paid by U.S. corporations or
certain foreign corporations that are either incorporated in a U.S. possession
or eligible for tax benefits under certain U.S. income tax treaties. In
addition, dividends that the Fund 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. Corporate shareholders may be
entitled to a dividends received deduction for the portion of dividends they
receive from the Fund that are attributable to dividends received by the Fund
from U.S. corporations, subject to certain limitations.
Dividends
received by the Fund from an ETF or underlying fund taxable as a RIC may be
treated as qualified dividend income generally only to the extent so reported by
such ETF or underlying fund.
Shortly
after the close of each calendar year, you will be informed of the amount and
character of any distributions received from the 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 the Fund before
your investment (and thus were included in the Shares’ NAV when you purchased
your Shares).
You
may wish to avoid investing in the Fund shortly before a dividend or other
distribution, because such a distribution will generally be taxable even though
it may economically represent a return of a portion of your investment.
If
the 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
the 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. The Fund may, under certain circumstances,
report all or a portion of a dividend as an “interest-related dividend” or a
“short-term capital gain dividend,” which would generally be exempt from this
30% U.S. withholding tax, provided certain other requirements are met.
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.
The
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 (currently 24%) of the taxable distributions and sale 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
Provided
that a shareholder holds Shares as capital assets, 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 the 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 the 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 the wash sales rule applies and when a loss might be
deductible.
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
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. The Fund may
sell portfolio securities to obtain the cash needed to distribute redemption
proceeds. This may cause the Fund to recognize investment income and/or capital
gains or losses that it might not have recognized if it had completely satisfied
the redemption in-kind. As a result, the Fund may be less tax efficient if it
includes such a cash payment in the proceeds paid upon the redemption of
Creation Units.
Foreign
Taxes
To
the extent the Fund invests in foreign securities, it may be subject to foreign
withholding taxes with respect to dividends or interest the Fund received from
sources in foreign countries.
The
foregoing discussion summarizes some of the possible consequences under current
federal tax law of an investment in the 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, a wholly owned subsidiary of Foreside
Financial Group, LLC (d/b/a ACA Group), is a broker-dealer registered with the
SEC. The Distributor distributes Creation Units for the Fund on an agency basis
and does not maintain a secondary market in Shares. The Distributor has no role
in determining the policies of the Fund or the securities that are purchased or
sold by the Fund. 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, the 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 Fund, 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 the Fund’s 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 are 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 Fund’s
website at www.mscmfunds.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 of
the Fund. The Exchange is not responsible for, nor has it participated in the
determination of, the timing, prices, or quantities of Shares to be issued, nor
in the determination or calculation of the equation by which Shares are
redeemable. The Exchange has no obligation or liability to owners of Shares in
connection with the administration, marketing, or trading of
Shares.
Without
limiting any of the foregoing, in no event shall the Exchange have any liability
for any lost profits or indirect, punitive, special, or consequential damages
even if notified of the possibility thereof.
The
Adviser, the Sub-Adviser, and the Fund 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 Fund
particularly.
FINANCIAL
HIGHLIGHTS
The
financial highlights table is intended to help you understand the Fund’s
financial performance for the Fund’s five most recent fiscal years (or the life
of the 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 Fund (assuming
reinvestment of all dividends and distributions). This information has been
audited by Cohen & Company, Ltd., the Fund’s independent registered public
accounting firm, whose report, along with the Fund’s financial statements, is
included in the Fund’s annual report, which is available upon request.
McElhenny
Sheffield Managed Risk ETF
For
a capital share outstanding throughout the period
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
Period
Ended October 31, 2022(1) |
Net
asset value, beginning of period |
|
| $ |
25.00 |
| |
|
|
|
| |
INCOME
(LOSS) FROM INVESTMENT OPERATIONS: |
|
| |
|
Net
investment income (loss)(2) |
|
| (0.09) |
| |
Net
realized and unrealized gain (loss) on investments |
|
| (3.43) |
| |
Total
from investment operations |
|
| (3.52) |
|
|
|
|
|
| |
DISTRIBUTIONS
TO SHAREHOLDERS: |
|
| |
|
From
net investment income |
|
| (0.02) |
| |
Tax
return of capital to shareholders |
|
|
(0.00) |
(3) |
Total
distributions to shareholders |
|
| (0.02) |
| |
|
|
|
| |
Net
asset value, end of period |
|
| $ |
21.46 |
| |
|
|
|
| |
Total
Return |
|
|
-14.10 |
% |
(4) |
|
|
|
| |
SUPPLEMENTAL
DATA: |
|
|
| |
Net
assets at end of period (000’s) |
|
| $ |
32,188 |
| |
|
|
|
| |
RATIOS
TO AVERAGE NET ASSETS: |
|
| |
|
Expenses
to average net assets: |
|
| 0.84 |
% |
(5) |
Net
investment income (loss) to average net assets |
|
| -0.43 |
% |
(5) |
Portfolio
turnover rate(6) |
|
| 553 |
% |
(4) |
(1) Commencement
of operations on November 16, 2021.
(2) Calculated
based on average shares outstanding during the period.
(3) Represents
less than $0.005.
(4) Not
annualized.
(5) Annualized.
(6) Excludes
the impact of in-kind transactions.
McElhenny
Sheffield Managed Risk ETF
|
|
|
|
|
|
|
|
|
|
| |
Adviser |
Aptus
Capital Advisors, LLC
265
Young Street
Fairhope,
Alabama 36532 |
Sub-Adviser |
McElhenny
Sheffield Capital Management, LLC
4701
W. Lovers Lane
Dallas,
Texas 75209 |
Custodian |
U.S.
Bank National Association
1555
N. Rivercenter Dr., Suite 302
Milwaukee,
Wisconsin 53212 |
Administrator,
Fund Accountant, and Transfer Agent |
U.S.
Bancorp Fund Services, LLC
d/b/a
U.S. Bank Global Fund Services
615
East Michigan Street
Milwaukee,
Wisconsin 53202 |
Independent
Registered Public Accounting Firm |
Cohen
& Company, Ltd.
342
North Water Street, Suite 830
Milwaukee,
Wisconsin 53202 |
Distributor |
Quasar
Distributors, LLC
111
East Kilbourn Avenue, Suite 2200
Milwaukee,
WI 53202 |
Legal
Counsel |
Morgan,
Lewis & Bockius LLP
1111
Pennsylvania Avenue, NW
Washington,
DC 20004-2541 |
| |
Investors
may find more information about the Fund in the following
documents:
Statement
of Additional Information: The
Fund’s SAI provides additional details about the investments of the Fund and
certain other additional information. A current SAI dated February 28, 2023, as
supplemented from time to time, 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 Fund’s investments is available in the Fund’s annual
and semi-annual
reports to shareholders. In the annual report you will find a discussion of the
market conditions and investment strategies that significantly affected the
Fund’s performance.
You
can obtain free copies of these documents, request other information or make
general inquiries about the Fund by contacting the Fund at c/o U.S. Bank Global
Fund Services, P.O. Box 701, Milwaukee, Wisconsin 53201-0701 or by calling
1-800-617-0004.
Shareholder
reports and other information about the Fund 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 Fund’s Internet website at www.mscmfunds.com; or
(SEC
Investment Company Act File No. 811-22668)