ck0001683471-20221231
TrueShares Technology, AI & Deep Learning
ETF (LRNZ)
TrueShares ESG Active Opportunities
ETF (ECOZ)
TrueShares Low Volatility Equity Income
ETF (DIVZ)
TrueShares Eagle Global Renewable Energy Income
ETF (RNWZ)
Listed
on the NYSE Arca, Inc.
April 30,
2023
The
U.S. Securities and Exchange Commission (the “SEC”) has not approved or
disapproved of these securities or passed upon the accuracy or adequacy of this
Prospectus. Any representation to the contrary is a criminal
offense.
TABLE
OF CONTENTS
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TrueShares
Technology, AI & Deep Learning ETF - Fund Summary |
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TrueShares
ESG Active Opportunities ETF - Fund Summary |
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TrueShares
Low Volatility Equity Income ETF - Fund Summary |
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TrueShares
Eagle Global Renewable Energy Income ETF - Fund Summary |
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Principal
Investment Risks |
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Sub-Advisers |
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Other
Service Providers |
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Taxes |
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Taxes
on Distributions |
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Taxes
When Shares are Sold on the Exchange |
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Taxes
on Purchases and Redemptions of Creation Units |
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Net
Investment Income Tax |
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Foreign
Investments by a Fund |
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TRUESHARES
TECHNOLOGY, AI & DEEP LEARNING ETF - FUND
SUMMARY |
Investment Objective
The TrueShares Technology, AI
& Deep Learning ETF (the “Fund” or “AI ETF”) seeks total
return.
Fees and Expenses of the
Fund
This
table describes the fees and expenses that you may pay if you buy, hold, and
sell shares of the Fund (“Shares”). You
may pay other fees, such as brokerage commissions and other fees to financial
intermediaries, which are not reflected in the table and Example
below.
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Shareholder
Fees (fees
paid directly from your investment) |
None |
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Annual
Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your
investment) |
Management
Fee |
0.68% |
Distribution
and/or Service (12b-1) Fees |
0.00% |
Other
Expenses |
0.00% |
Acquired
Fund Fees and Expenses(1) |
0.01% |
Total
Annual Fund Operating Expenses |
0.69% |
(1)
Total Annual
Operating Expenses in this fee table may not correlate to the expense ratios in
the Fund’s financial highlights (and the Fund’s financial statements) because
the financial highlights include only the Fund’s direct operating expenses and
do not include Acquired Fund Fees and Expenses, which represent the Fund’s pro
rata share of the fees and expenses of the exchange-traded funds in which it
invests.
Example
This Example is
intended to help you compare the cost of investing in the Fund with the cost of
investing in other funds. The Example assumes that you invest $10,000 in the
Fund for the time periods indicated and then redeem all of your Shares at the
end of those periods. The Example also assumes that your investment has a 5%
return each year and that the Fund’s operating expenses remain the same. The
Example does not take into account brokerage commissions that you may pay on
your purchases and sales of Shares. Although your actual costs may be higher
or lower, based on these assumptions your costs would be:
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1
Year: |
$70 |
3
Years: |
$221 |
5
Years: |
$384 |
10
Years: |
$859 |
Portfolio
Turnover
The
Fund pays transaction costs, such as commissions, when it buys and sells
securities (or “turns over” its portfolio). A higher portfolio turnover rate may
indicate higher transaction costs and may result in higher taxes when Shares are
held in a taxable account. These costs, which are not reflected in the Total
Annual Fund Operating Expenses or in the Example, affect the Fund’s performance.
For
the fiscal year ended December 31, 2022, the Fund’s portfolio turnover rate
was 25% of the average value of its
portfolio.
Principal Investment
Strategies
The Fund is an actively-managed
exchange-traded fund (“ETF”) that pursues its investment objective by investing,
under normal circumstances, at least 80% of its net assets (plus any borrowings
made for investment purposes) in the common stock of technology, artificial
intelligence and deep learning companies. The Fund generally
considers a company to be a technology, artificial intelligence and/or deep
learning company if it derives 50% or more of its revenues or profits from the
development, advancement and/or use of technology, including artificial
intelligence-and/or deep learning-related technologies, or if it has committed
50% or more of its research and development-dedicated capital to the
development, advancement and/or use of such technology, each measured at the
time of investment. In addition, Black Hill Capital Partners, LLC, the Fund’s
sub-adviser (“Black Hill” or the “Sub-Adviser”), seeks to select companies that
have a competitive advantage with respect to the development and utilization of
artificial intelligence, machine learning, or other deep learning technologies.
“Artificial intelligence,” or AI, refers to the development or use by a business
of computer systems that perform tasks previously requiring human intelligence
such as decision-making or audio or visual identification or perception.
“Machine learning” refers to technologies that enable a computer to “learn” from
data it has processed to incorporate different assumptions or past experience
into future computations or analyses. “Deep learning” refers to a more advanced
level of “learning” and involves minimal human interference at the beginning of
the learning process.
The
Sub-Adviser selects companies for the Fund’s portfolio by assessing whether the
company’s business is a secular growth business, a cyclical growth business, or
a newly public company and then evaluates the value and growth prospects for
each company using the following criteria.
•Secular
Growth Companies - Companies that do not closely track a seasonal or cyclical
trend. In selecting such companies for the Fund’s portfolio, the Sub-Adviser
seeks companies that it believes are in the best position to succeed in what is
a very competitive technology space. Research on these companies is also
continuously augmented with information from additional sources such as Wall
Street sell-side investment banks (e.g.,
Merrill Lynch, Morgan Stanley, etc.) and other proprietary information sources
from many parts of the technology sector. The Sub-Adviser expects to establish
buy-and-hold positions in these companies and does not expect significant
turnover of these companies within the portfolio. The Sub-Adviser expects to let
these investments grow over time from positive trends in their sector, market
positioning and superior products. The Fund will likely invest in secular growth
companies to a greater extent than in cyclical growth or newly public companies.
•Cyclical
Growth Companies - Companies that are known for following the cycles of an
economy through expansion, peak, recession, and recovery. Most cyclical stocks
belong to companies that sell non-essential items consumers can afford to buy
more of during a booming economy. These stocks are also from companies that
consumers choose to spend less with or cut back on during a recession. In
selecting such companies for the Fund’s portfolio, the Sub-Adviser utilizes
fundamental analysis, with an emphasis on revenue growth, margins, and select
balance sheet items which it believes are more consistent indicators of cyclical
bottoms. The Fund will seek to sell its cyclical growth holdings when their
margins peak in the economic cycle.
•Newly
Public Companies - Companies that have recently gone through an initial public
offering (“IPO”) and are now publicly traded on a stock exchange. In selecting
such companies for the Fund’s portfolio, the Sub-Adviser follows developments in
the private market to seek to identify companies that will fit the Fund’s
investment profile at the time of their IPO. When a new company that fits the
Fund’s investment profile enters the market via an IPO, the Sub-Adviser will
generally seek to build the Fund’s position in that company over the course of a
four to six month period following the IPO.
The
Sub-Adviser expects that the Fund’s portfolio will be primarily composed of
common stock of U.S. companies, although the portfolio may include common stock
of non-U.S. companies from time to time. The Fund’s portfolio is expected to
typically be comprised of the 20 to 30 most attractive securities based on the
Sub-Adviser’s analysis.
The
Sub-Adviser anticipates keeping a significant portion of the Fund’s portfolio in
cash (up to 20%) during periods when the Sub-Adviser believes it is merited.
These cash positions will be utilized to purchase securities when the
Sub-Adviser identifies an event-based investment opportunity in a secular growth
company that has driven down share prices but will not, in the Sub-Adviser’s
opinion, impact the secular nature of the company. The cash positions also may
be used in the event of a bear market or an instance in which the Sub-Adviser
believes that the market is experiencing a valuation correction (i.e.,
a move that is not reflected in overall economic data).
After
initial purchase, company weightings will typically fluctuate with the market.
The Sub-Adviser will manage inflows and outflows (i.e.,
fluctuations in Fund assets from creations and redemptions of Fund shares) by
referencing existing stock weights coupled with its view of a company’s forward
rate of return potential.
While
many portfolio holdings will have a larger capitalization, the Fund may also
invest in small and medium capitalized companies, as TrueMark Investments, LLC
(the “Adviser”), the Fund’s investment adviser, believes these relatively
smaller companies may provide above average capital appreciation and dividend
yield.
The
Fund is non-diversified and may invest a greater percentage of its assets in a
particular issuer than a diversified fund.
The Fund will concentrate at least 25% of
its investments in one or more industries within the Information Technology
Sector. While the Fund’s exposure to the industries within the Information
Technology Sector may vary over time, as of March 31, 2023, the Fund’s holdings
were concentrated within the Software Industry. For purposes of this policy,
each sector and industry is defined by the Global Industry Classification
Standard, a widely recognized industry classification methodology developed by
MSCI, Inc. and Standard & Poor’s Financial Services LLC.
Principal Investment Risks
The
principal risks of investing in the Fund are summarized below. The
principal risks are presented in alphabetical order to facilitate finding
particular risks and comparing them with those of other funds. Each risk
summarized below is considered a “principal risk” of investing in the Fund,
regardless of the order in which it appears. As with any investment, there is a risk that you could
lose all or a portion of your investment in the Fund. Some or
all of these risks may adversely affect the Fund’s net asset value (“NAV”),
trading price, yield, total return and/or ability to meet its investment
objective. The following risks could affect the value of your investment in
the Fund:
•Artificial
Intelligence, Machine Learning and Deep Learning Investment Risk. Companies
across a wide variety of industries, primarily in the technology sector, are
exploring the possible applications of artificial intelligence, machine learning
and other deep learning technologies. The extent of such technologies’
versatility has not yet been fully explored.
Consequently,
the Fund’s holdings may include equity securities of operating companies that
focus on or have exposure to a wide variety of activities in addition to their
AI, machine learning and deep learning activities, and the economic fortunes of
such companies may be tied to such other activities. Currently, there are few
public companies for which artificial intelligence, machine learning and deep
learning technologies represent an attributable and significant revenue or
profit stream, and such technologies may not ultimately have a material effect
on the economic returns of companies in which the Fund invests. Companies that
do have a focus on such technologies may rely on a combination of patents,
copyrights, trademarks and trade secret laws to establish and protect their
proprietary rights in their products and technologies. These companies
also tend to engage in significant amounts of spending on research and
development, and there is no guarantee that these products or services will be
successful. The securities of such companies, especially smaller, start-up
companies, are also typically more volatile than those of companies that do not
rely heavily on technology.
•Cash
and Cash Equivalents Risk.
Holding cash or cash equivalents rather than securities or other instruments,
even strategically, may cause the Fund to risk losing opportunities to
participate in market appreciation, and may cause the Fund to experience
potentially lower returns than other funds that remain fully invested.
•Concentration
Risk.
The Fund may, at various times, concentrate in the securities of a particular
industry, group of industries, or sector. To the extent the Fund’s investments
are so concentrated, the Fund may be adversely affected by political,
regulatory, and market conditions affecting the particular industry, group of
industries, or sector.
◦Software
Industry Risk. Computer
software companies can be significantly affected by competitive pressures,
aggressive pricing, technological developments, changing domestic demand, the
ability to attract and retain skilled employees and availability and price of
components. The market for products produced by computer software companies is
characterized by rapidly changing technology, rapid product obsolescence,
cyclical market patterns, evolving industry standards and frequent new product
introductions. The success of computer software companies depends in substantial
part on the timely and successful introduction of new products and the ability
to service such products. An unexpected change in one or more of the
technologies affecting an issuer’s products or in the market for products based
on a particular technology could have a material adverse effect on a
participant’s operating results.
Many
computer software companies rely on a combination of patents, copyrights,
trademarks and trade secret laws to establish and protect their proprietary
rights in their products and technologies. There can be no assurance that the
steps taken by computer software companies to protect their proprietary rights
will be adequate to prevent misappropriation of their technology or that
competitors will not independently develop technologies that are substantially
equivalent or superior to such companies’ technology.
•Cybersecurity
Risk.
Cybersecurity incidents may allow an unauthorized party to gain access to Fund
assets or proprietary information, or cause the Fund, the Adviser, the
Sub-Adviser and/or other service providers (including custodians and financial
intermediaries) to suffer data breaches or data corruption. Additionally,
cybersecurity failures or breaches of the electronic systems of the Fund, the
Adviser, the Sub-Adviser or the Fund’s other service providers, market makers,
Authorized Participants (“APs”), the Fund’s primary listing exchange, or the
issuers of securities in which the Fund invests have the ability to disrupt and
negatively affect the Fund’s business operations, including the ability to
purchase and sell Shares, potentially resulting in financial losses to the Fund
and its shareholders.
•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, sectors or companies in which the Fund invests.
Common stocks are generally exposed to greater risk than other types of
securities, such as preferred stocks and debt obligations, because common
stockholders generally have inferior rights to receive payment from issuers.
•ETF
Risks.
The Fund is an ETF and, as a result of its 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 APs. In
addition, there may be a limited number of market makers and/or liquidity
providers in the marketplace. Shares may trade at a material discount to NAV and
possibly face delisting if either: (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 Risk.
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 Risk. As
with all ETFs, Shares may be bought and sold in the secondary market at market
prices. Although it is expected that the market price of Shares will approximate
the Fund’s NAV, there may be times when the market price of Shares is more than
the NAV intra-day (premium) or less than the NAV intra-day
(discount)
due to supply and demand of Shares or during periods of market volatility. This
risk is heightened in times of market volatility, periods of steep market
declines, and periods when there is limited trading activity for Shares in the
secondary market, in which case such premiums or discounts may be significant.
Because securities held by the Fund may trade on foreign exchanges that are
closed when the Fund’s primary listing exchange is open, the Fund is likely to
experience premiums or discounts greater than those of domestic ETFs.
◦Trading
Risk. Although
Shares are listed for trading on the NYSE Arca, Inc. (the “Exchange”) and may be
traded on U.S. exchanges other than the Exchange, there can be no assurance that
Shares will trade with any volume, or at all, on any stock exchange. In stressed
market conditions, the liquidity of Shares may begin to mirror the liquidity of
the Fund’s underlying portfolio holdings, which can be significantly less liquid
than the Shares.
•Foreign
Securities Risk. Investments
in non-U.S. securities involve certain risks that may not be present with
investments in U.S. securities. For example, investments in non-U.S. securities
may be subject to risk of loss due to foreign currency fluctuations or to
political or economic instability. There may be less information publicly
available about a non-U.S. issuer than a U.S. issuer. Non-U.S. issuers may be
subject to different accounting, auditing, financial reporting and investor
protection standards than U.S. issuers. Investments in non-U.S. securities also
may be subject to withholding or other taxes and may be subject to additional
trading, settlement, custodial, and operational risks. With respect to certain
countries, there is the possibility of government intervention and expropriation
or nationalization of assets. Because legal systems differ, there also is the
possibility that it will be difficult to obtain or enforce legal judgments in
certain countries. Since foreign exchanges may be open on days when the Fund
does not price its shares, the value of the securities in the Fund’s portfolio
may change on days when shareholders will not be able to purchase or sell the
Fund’s shares. Conversely, Shares may trade on days when foreign exchanges are
closed. Each of these factors can make investments in the Fund more volatile and
potentially less liquid than other types of investments.
•Growth
Investing Risk.
Growth stocks can be volatile for several reasons. Since those companies usually
invest a high portion of earnings in their businesses, they may lack the
dividends of value stocks that can cushion stock prices in a falling market. The
prices of growth stocks are based largely on projections of the issuer’s future
earnings and revenues. If a company’s earnings or revenues fall short of
expectations, its stock price may fall dramatically.
•Information
Technology Sector Risk.
Information technology companies face intense competition, both domestically and
internationally, which may have an adverse effect on profit margins. Information
technology companies may have limited product lines, markets, financial
resources or personnel. The products of information technology companies may
face obsolescence due to rapid technological developments and frequent new
product introduction, unpredictable changes in growth rates and competition for
the services of qualified personnel. Companies in the Information Technology
Sector are heavily dependent on patent and intellectual property rights. The
loss or impairment of these rights may adversely affect the profitability of
these companies.
•IPO
Risk. The
Fund may at times have the opportunity to invest in IPO shares. The market value
of IPO shares can have significant volatility due to factors such as the absence
of a prior public market, unseasoned trading, a small number of shares available
for trading and limited information about the issuer. The purchase of IPO shares
may involve high transaction costs and the Fund may lose money on an investment
in such securities.
•Management
Risk.
Your
investment in the Fund varies with the success and failure of the Fund
management team’s investment strategies and the Fund management team’s research,
analysis, and determination of portfolio securities. If the Adviser’s and
Sub-Adviser’s investment strategies, including their stop loss and goal setting
process, do not produce the expected results, the value of the Fund would
decrease.
•Market
Capitalization Risk.
◦Large-Capitalization
Investing Risk.
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 also may be unable
to respond quickly to new competitive challenges, such as changes in technology
and consumer tastes.
◦Mid-Capitalization
Investing Risk.
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 Risk.
The securities of small-capitalization companies may be more vulnerable to
adverse issuer, market, political, or economic developments than securities of
large- or mid-capitalization companies. The securities of small-capitalization
companies generally trade in lower volumes and are subject to greater and more
unpredictable price changes than large- or mid-capitalization stocks or the
stock market as a whole. There is typically less publicly available information
concerning smaller-capitalization companies than for larger, more established
companies.
•Market
Risk. The
trading prices of securities and other instruments fluctuate in response to a
variety of factors. These factors include events impacting the entire market or
specific market segments, such as political, market and economic developments,
as well as events that impact specific issuers. The Fund’s NAV and market price,
like security and commodity prices generally, may fluctuate significantly in
response to these and other factors. As a result, an investor could lose money
over short or long periods of time. U.S. and international markets have
experienced significant periods of volatility in recent years due to a number of
these factors, including the impact of the COVID-19 pandemic and related public
health issues, growth concerns in the U.S. and overseas, uncertainties regarding
interest rates, trade tensions and the threat of tariffs imposed by the U.S. and
other countries. 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.
These developments as well as other events could result in further market
volatility and negatively affect financial asset prices, the liquidity of
certain securities and the normal operations of securities exchanges and other
markets. It is unknown how long circumstances related to the COVID-19 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.
•New
Issuer Risk.
The market value of shares of newly-public companies may fluctuate considerably
due to limited information about a company’s business model, quality of
management, earnings growth potential, and other criteria used to evaluate its
investment prospects. Accordingly, investments in shares of new issuers involve
greater risks than investments in shares of companies that have traded publicly
on an exchange for extended periods of time.
•Non-Diversification
Risk. Because the Fund is “non-diversified,” it may
invest a greater percentage of its assets in the securities of a single issuer
or a lesser number of issuers than if it was 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 lesser number of issuers than a fund that
invests more widely. This may increase the Fund’s volatility and cause the
performance of a relatively small number of issuers to have a greater impact on
the Fund’s performance.
Performance
The performance
information presented below provides some indication of the risks of investing
in the Fund by showing the extent to which the Fund’s performance can change
from year to year and over time. The bar chart below shows the
Fund’s performance for calendar years ended December 31. The table illustrates
how the Fund’s average annual returns for the 1 year and since inception periods
compare with those of the NASDAQ Composite Total Return Index, which reflects 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 available on the
Fund’s website at www.true-shares.com.
Calendar Year Total
Returns
The calendar year-to-date total return of the
Fund as of March 31, 2023 was
21.28%. During the period of time shown in the bar
chart, the highest quarterly return
was 12.72% for the quarter ended June 30, 2021, and the
lowest quarterly return was
-30.13% for the quarter ended June 30,
2022.
Average
Annual Total Returns
(for
periods ended December 31, 2022)
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TrueShares
Technology, AI & Deep Learning ETF |
1
Year |
Since
Inception
(2/28/2020) |
Return Before
Taxes |
-51.44% |
-3.03% |
Return After Taxes on
Distributions |
-51.44% |
-3.04% |
Return After Taxes on Distributions and
Sale of Shares |
-30.45% |
-2.29% |
NASDAQ
Composite Total Return Index
(reflects no deduction for
fees, expenses, or taxes) |
-32.54% |
8.14% |
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 |
TrueMark
Investments, LLC |
Sub-Adviser |
Black
Hill Capital Partners, LLC |
Portfolio
Manager |
Sangbum
Kim, CEO of the Sub-Adviser, has been portfolio manager of the Fund since
July 2020 |
Purchase
and Sale of Shares
The
Fund issues and redeems Shares at NAV only in large blocks known as “Creation
Units,” which only APs (typically, broker-dealers) may purchase or redeem. The
Fund generally issues and redeems Creation Units in exchange for a portfolio of
securities and/or a designated amount of U.S. cash.
Shares
are listed on the Exchange, and individual Shares may only be bought and sold in
the secondary market through a broker or dealer at market prices, rather than
NAV. Because Shares trade at market prices rather than NAV, Shares may trade at
a price greater than NAV (premium) or less than NAV (discount).
An
investor may incur costs attributable to the difference between the highest
price a buyer is willing to pay to purchase Shares (the “bid” price) and the
lowest price a seller is willing to accept for Shares (the “ask” price) when
buying or selling Shares in the secondary market. The difference in the bid and
ask prices is referred to as the “bid-ask spread.”
Recent
information regarding the Fund’s NAV, market price, how often Shares traded on
the Exchange at a premium or discount, and bid-ask spreads can be found on the
Fund’s website at www.true-shares.com.
Tax
Information
The
Fund’s distributions are generally taxable as ordinary income, qualified
dividend income, or capital gains (or a combination), unless your investment is
held in an IRA or other tax-advantaged account. Distributions on investments
made through tax-deferred arrangements may be taxed later upon withdrawal of
assets from those accounts.
Financial
Intermediary Compensation
If
you purchase Shares through a broker-dealer or other financial intermediary
(such as a bank) (an “Intermediary”), the Adviser or its affiliates may pay
Intermediaries for certain activities related to the Fund, including
participation in activities that are designed to make Intermediaries more
knowledgeable about exchange-traded products, including the Fund, or for other
activities, such as marketing, educational training or other initiatives related
to the sale or promotion of Shares. These payments may create a conflict of
interest by influencing the Intermediary and your salesperson to recommend the
Fund over another investment. Any such arrangements do not result in increased
Fund expenses. Ask your salesperson or visit the Intermediary’s website for more
information.
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TRUESHARES
ESG ACTIVE OPPORTUNITIES ETF - FUND
SUMMARY |
Investment Objective
The TrueShares ESG Active
Opportunities ETF (the “Fund” or “ESG ETF”) seeks total
return.
Fees and Expenses of the
Fund
This
table describes the fees and expenses that you may pay if you buy, hold, and
sell shares of the Fund (“Shares”). You
may pay other fees, such as brokerage commissions and other fees to financial
intermediaries, which are not reflected in the table and Example
below.
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Shareholder
Fees (fees
paid directly from your investment) |
None |
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Annual
Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your
investment) |
Management
Fee |
0.58% |
Distribution
and/or Service (12b-1) Fees |
0.00% |
Other
Expenses |
0.00% |
Total
Annual Fund Operating Expenses |
0.58% |
Example
This Example is
intended to help you compare the cost of investing in the Fund with the cost of
investing in other funds. The Example assumes that you invest $10,000 in the
Fund for the time periods indicated and then redeem all of your Shares at the
end of those periods. The Example also assumes that your investment has a 5%
return each year and that the Fund’s operating expenses remain the same. The
Example does not take into account brokerage commissions that you may pay on
your purchases and sales of Shares. Although your actual costs may be higher
or lower, based on these assumptions your costs would be:
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1
Year: |
$59 |
3
Years: |
$186 |
5
Years: |
$324 |
10
Years: |
$726 |
Portfolio
Turnover
The
Fund pays transaction costs, such as commissions, when it buys and sells
securities (or “turns over” its portfolio). A higher portfolio turnover rate may
indicate higher transaction costs and may result in higher taxes when Shares are
held in a taxable account. These costs, which are not reflected in the Total
Annual Fund Operating Expenses or in the Example, affect the Fund’s performance.
For
the fiscal year ended December 31, 2022, the Fund’s portfolio turnover rate
was 4% of the average value of its
portfolio.
Principal Investment
Strategies
The Fund is an actively managed
exchange-traded fund (“ETF”) that pursues its investment objective by investing,
under normal circumstances, at least 80% of its net assets (plus any borrowings
made for investment purposes) in the common stock of environmental, social, and
governance (“ESG”) companies. The Fund considers ESG companies
to be those that adhere to ESG best practices, measured at the time of
investment using the Adviser’s proprietary screening and selection process. For
purposes of the foregoing policy, “ESG best practices” consist of promotion of
leadership diversity, reduction of carbon emissions, and implementation of
minority hiring practices. At a minimum, the Fund will evaluate companies with a
heavy emphasis on the quantitative data (i.e.,
numerical data) that is available, specifically with regard to total carbon
emissions. Management evaluations will be supplemented with third party scores
to provide a secondary check on corporate ESG best practices. The Fund focuses
its investments in equity securities issued by U.S. listed large-capitalization
companies. The Fund generally considers a company to be a large-cap company if
it has a market capitalization, at the time of purchase, over $10 billion.
TrueMark
Investments, LLC, the Fund’s adviser (the “Adviser”), will utilize a two phase
process in selecting companies for the portfolio. In the initial phase, the
Adviser will utilize a proprietary ESG best practices screening process which is
comprised of hundreds of data points from various sources, including the
companies and third party providers, to evaluate ESG characteristics. This
initial screen specifically includes quantitative measures that score the carbon
emissions of each company. In the final step of the initial phase, the companies
are screened against traditional aspects of ESG best practices (e.g.,
promotion of leadership diversity, reduction of carbon emissions, and
implementation of minority hiring practices). Once completed, the initial phase
produces an investable universe of approximately 100-150 companies, and each
company in the universe is then assigned an ESG rating (“ESG Rating”).
The
second phase of the portfolio construction process entails the application of
additional proprietary analytics to the universe of investable companies. Their
value, quality and outlook within their respective industries and the market are
thoroughly assessed to establish management’s opinion of the underlying value of
the businesses. The Adviser define this as “Intrinsic Value” and compares a
company’s Intrinsic Value to its share prices in the market to determine its
“Relative Value.” The Adviser believe that equities with
positive
Relative Value offer the best risk/reward opportunity for investors. The focus
of this second phase is geared towards identifying companies that not only
received a high ESG Rating, but can also deliver better than average returns as
indicated by Relative Value.
At
the conclusion of the second phase, the companies are ranked based on their ESG
Rating and Relative Value to prioritize investment in companies that the Adviser
believe offer the best combination for the Fund. The final portfolio will
include approximately 75-125 securities. The portfolio is then monitored by the
Adviser and the weightings are adjusted regularly with a focus on each company’s
ESG Rating and Relative Value.
The Fund invests in securities of companies
operating in a broad range of industries, and will not invest more than 25% of
its assets in any single industry.
Principal Investment
Risks
The
principal risks of investing in the Fund are summarized below. The
principal risks are presented in alphabetical order to facilitate finding
particular risks and comparing them with those of other funds. Each risk
summarized below is considered a “principal risk” of investing in the Fund,
regardless of the order in which it appears. As with any investment, there is a risk that you could
lose all or a portion of your investment in the Fund. Some or
all of these risks may adversely affect the Fund’s net asset value (“NAV”),
trading price, yield, total return and/or ability to meet its investment
objective. The following risks could affect the value of your investment in
the Fund:
•Cybersecurity
Risk.
Cybersecurity incidents may allow an unauthorized party to gain access to Fund
assets or proprietary information, or cause the Fund, the Adviser, and/or other
service providers (including custodians and financial intermediaries) to suffer
data breaches or data corruption. Additionally, cybersecurity failures or
breaches of the electronic systems of the Fund, the Adviser, or the Fund’s other
service providers, market makers, Authorized Participants (“APs”), the Fund’s
primary listing exchange, or the issuers of securities in which the Fund invests
have the ability to disrupt and negatively affect the Fund’s business
operations, including the ability to purchase and sell Shares, potentially
resulting in financial losses to the Fund and its shareholders.
•Environmental,
Social, Governance Risk. Applying
ESG and sustainability criteria to the investment process may exclude securities
of certain issuers for non-investment reasons and therefore the Fund may forgo
some market opportunities available to funds that do not use ESG or
sustainability criteria. The Fund’s incorporation of ESG considerations may
affect its exposure to certain sectors and/or types of investments, and may
adversely impact the Fund’s performance depending on whether such sectors or
investments are in or out of favor in the market.
•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, sectors or companies in which the Fund invests.
Common stocks are generally exposed to greater risk than other types of
securities, such as preferred stocks and debt obligations, because common
stockholders generally have inferior rights to receive payment from issuers.
•ETF
Risks.
The Fund is an ETF and, as a result of its 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 APs. In
addition, there may be a limited number of market makers and/or liquidity
providers in the marketplace. Shares may trade at a material discount to NAV and
possibly face delisting if either: (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 Risk.
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 Risk. 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
Risk. Although
Shares are listed for trading on the NYSE Arca, Inc. (the “Exchange”) and may be
traded on U.S. exchanges other than the Exchange, there can be no assurance that
Shares will trade with any volume, or at all, on any stock
exchange.
In stressed market conditions, the liquidity of Shares may begin to mirror the
liquidity of the Fund’s underlying portfolio holdings, which can be
significantly less liquid than the Shares.
•Management
Risk.
Your
investment in the Fund varies with the success and failure of the Fund
management team’s investment strategies and the Fund management team’s research,
analysis, and determination of portfolio securities. If the Adviser’s investment
strategies, including its stop loss and goal setting process, do not produce the
expected results, the value of the Fund would decrease.
•Market
Capitalization Risk.
◦Large-Capitalization
Investing Risk.
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 also may be unable
to respond quickly to new competitive challenges, such as changes in technology
and consumer tastes.
•Market
Risk. The
trading prices of securities and other instruments fluctuate in response to a
variety of factors. These factors include events impacting the entire market or
specific market segments, such as political, market and economic developments,
as well as events that impact specific issuers. The Fund’s NAV and market price,
like security and commodity prices generally, may fluctuate significantly in
response to these and other factors. As a result, an investor could lose money
over short or long periods of time. U.S. and international markets have
experienced significant periods of volatility in recent years due to a number of
these factors, including the impact of the COVID-19 pandemic and related public
health issues, growth concerns in the U.S. and overseas, uncertainties regarding
interest rates, trade tensions and the threat of tariffs imposed by the U.S. and
other countries. 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.
These developments as well as other events could result in further market
volatility and negatively affect financial asset prices, the liquidity of
certain securities and the normal operations of securities exchanges and other
markets. It is unknown how long circumstances related to the COVID-19 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.
Performance
The performance
information presented below provides some indication of the risks of investing
in the Fund by showing the extent to which the Fund’s performance can change
from year to year and over time. The bar chart below shows the
Fund’s performance for calendar years ended December 31. The table illustrates
how the Fund’s average annual returns for the 1 year and since inception periods
compare with those of the S&P 500 Total Return Index, which reflects 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 available on the
Fund’s website at www.true-shares.com.
Calendar Year Total
Returns
The calendar year-to-date total return of the
Fund as of March 31, 2023 was
9.32%. During the period of time shown in the bar
chart, the highest quarterly return
was 9.08% for the quarter ended December 31, 2021, and
the lowest quarterly return was
-18.66% for the quarter ended June 30,
2022.
Average
Annual Total Returns
(for
periods ended December 31, 2022)
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TrueShares
ESG Active Opportunities ETF |
1
Year |
Since
Inception
(2/28/2020) |
Return Before
Taxes |
-22.61% |
9.42% |
Return After Taxes on
Distributions |
-22.77% |
9.27% |
Return After Taxes on Distributions and
Sale of Shares |
-13.27% |
7.32% |
S&P
500 Total Return Index
(reflects no deduction for
fees, expenses, or taxes) |
-18.11% |
11.44% |
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 |
TrueMark
Investments, LLC |
Portfolio
Manager |
Michael
Loukas, CEO of the Adviser, has been portfolio manager of the Fund since
December 2022 |
Purchase
and Sale of Shares
The
Fund issues and redeems Shares at NAV only in large blocks known as “Creation
Units,” which only APs (typically, broker-dealers) may purchase or redeem. The
Fund generally issues and redeems Creation Units in exchange for a portfolio of
securities and/or a designated amount of U.S. cash.
Shares
are listed on the Exchange, and individual Shares may only be bought and sold in
the secondary market through a broker or dealer at market prices, rather than
NAV. Because Shares trade at market prices rather than NAV, Shares may trade at
a price greater than NAV (premium) or less than NAV (discount).
An
investor may incur costs attributable to the difference between the highest
price a buyer is willing to pay to purchase Shares (the “bid” price) and the
lowest price a seller is willing to accept for Shares (the “ask” price) when
buying or selling Shares in the secondary market. The difference in the bid and
ask prices is referred to as the “bid-ask spread.”
Recent
information regarding the Fund’s NAV, market price, how often Shares traded on
the Exchange at a premium or discount, and bid-ask spreads can be found on the
Fund’s website at www.true-shares.com.
Tax
Information
The
Fund’s distributions are generally taxable as ordinary income, qualified
dividend income, or capital gains (or a combination), unless your investment is
held in an IRA or other tax-advantaged account. Distributions on investments
made through tax-deferred arrangements may be taxed later upon withdrawal of
assets from those accounts.
Financial
Intermediary Compensation
If
you purchase Shares through a broker-dealer or other financial intermediary
(such as a bank) (an “Intermediary”), the Adviser or its affiliates may pay
Intermediaries for certain activities related to the Fund, including
participation in activities that are designed to make Intermediaries more
knowledgeable about exchange-traded products, including the Fund, or for other
activities, such as marketing, educational training or other initiatives related
to the sale or promotion of Shares. These payments may create a conflict of
interest by influencing the Intermediary and your salesperson to recommend the
Fund over another investment. Any such arrangements do not result in increased
Fund expenses. Ask your salesperson or visit the Intermediary’s website for more
information.
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TRUESHARES
LOW VOLATILITY EQUITY INCOME ETF |
Investment Objective
The TrueShares Low Volatility
Equity Income ETF (the “Fund” or “Income ETF”) seeks to provide capital
appreciation with lower volatility and a higher dividend yield compared to the
S&P 500 Index.
Fees and Expenses of the
Fund
This
table describes the fees and expenses that you may pay if you buy, hold, and
sell shares of the Fund (“Shares”). You
may pay other fees, such as brokerage commissions and other fees to financial
intermediaries, which are not reflected in the table and Example
below.
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Shareholder
Fees (fees
paid directly from your investment) |
None |
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Annual
Fund Operating Expenses (expenses
that you pay each year as a percentage of the value of your
investment) |
Management
Fee |
0.65% |
Distribution
and/or Service (12b-1) Fees |
0.00% |
Other
Expenses |
0.00% |
Total
Annual Fund Operating Expenses |
0.65% |
Example
This Example is
intended to help you compare the cost of investing in the Fund with the cost of
investing in other funds. The Example assumes that you invest $10,000 in the
Fund for the time periods indicated and then redeem all of your Shares at the
end of those periods. The Example also assumes that your investment has a 5%
return each year and that the Fund’s operating expenses remain the same. The
Example does not take into account brokerage commissions that you may pay on
your purchases and sales of Shares. Although your actual costs may be higher
or lower, based on these assumptions your costs would be:
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1
Year: |
$66 |
3
Years: |
$208 |
5
Years: |
$362 |
10
Years: |
$810 |
Portfolio
Turnover
The
Fund pays transaction costs, such as commissions, when it buys and sells
securities (or “turns over” its portfolio). A higher portfolio turnover rate may
indicate higher transaction costs and may result in higher taxes when Shares are
held in a taxable account. These costs, which are not reflected in the Total
Annual Fund Operating Expenses or in the Example, affect the Fund’s performance.
For
the fiscal year ended December 31, 2022, the Fund’s portfolio turnover rate
was 41% of the average value of its
portfolio.
Principal Investment
Strategy
The
Fund is an actively-managed exchange-traded fund (“ETF”) that seeks to achieve
its investment objective by purchasing 25-35 stocks of companies that pay
dividends and expect to grow the dividends over time and are trading at
attractive valuations at the time of the investment. The Fund’s investment
adviser, TrueMark Investments, LLC (the “Adviser”), and sub-adviser, Opal
Capital LLC (the “Sub-Adviser”), will seek to invest in such companies that are
established businesses with high cash flow, stable revenue streams, and more
disciplined capital reinvestment programs which may, in turn, experience lower
volatility relative to the overall equity market.
The
Adviser and Sub-Adviser will focus on companies whose stock is listed on a U.S.
exchange with market capitalizations greater than $8 billion, but may include
companies with market capitalizations of less than $8 billion if their dividend
yields are above the market average. The Adviser and Sub-Adviser will select
companies for the Fund that, in the Sub-Adviser’s determination, provide the
best combination of dividend yield with potential for dividend growth and are
currently under-valued in the market. Under normal circumstances, at least
80% of the Fund’s net assets, plus borrowings for investment purposes, will be
invested in equity securities, including common stocks and American Depositary
Receipts (“ADRs”).
The
Sub-Adviser makes its initial identification of potential portfolio securities
based on its assessment of a company’s ability and commitment to sustain and
grow its dividends. The Sub-Adviser seeks to identify such companies by
utilizing a combination of quantitative and qualitative indicators of the
company’s financial position, growth opportunities, historical payouts, and
management commentary, as well as the competitive landscape.
The
Sub-Adviser will then review the current market valuation of these companies
which the Sub-Adviser believes are under-valued. The Sub-Adviser first
identifies “high quality companies,” which are generally defined as companies
with a sustainable competitive advantage, offering stable and growing free cash
flows, and quality management teams that have the capital discipline to
distribute dividends to shareholders. The Sub-Adviser then selects companies
whose stock is trading at a valuation that it believes offers an
opportunity
to generate above average returns over time. The Sub-Adviser utilizes a variety
of metrics (e.g.,
price compared to earnings ratio, market capitalization compared to book value,
free cash flow yield, etc.) in the valuation process and seeks to identify
companies that are attractively priced both in absolute terms and relative to
their peers with a preference of companies with higher free cash flow.
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 lesser 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 those of other funds. Each risk
summarized below is considered a “principal risk” of investing in the Fund,
regardless of the order in which it appears. As with any investment, there is a risk that you could
lose all or a portion of your investment in the Fund. Some or
all of these risks may adversely affect the Fund’s net asset value (“NAV”),
trading price, yield, total return and/or ability to meet its investment
objective. The following risks could affect the value of your investment in
the Fund:
•Cybersecurity
Risk.
Cybersecurity incidents may allow an unauthorized party to gain access to Fund
assets or proprietary information, or cause the Fund, the Adviser, the
Sub-Adviser and/or other service providers (including custodians and financial
intermediaries) to suffer data breaches or data corruption. Additionally,
cybersecurity failures or breaches of the electronic systems of the Fund, the
Adviser, the Sub-Adviser or the Fund’s other service providers, market makers,
Authorized Participants (“APs”), the Fund’s primary listing exchange, or the
issuers of securities in which the Fund invests have the ability to disrupt and
negatively affect the Fund’s business operations, including the ability to
purchase and sell Shares, potentially resulting in financial losses to the Fund
and its shareholders.
•Depositary
Receipts Risk.
Depositary receipts, including ADRs, involve risks similar to those associated
with investments in foreign securities, such as changes in political or economic
conditions of other countries and changes in the exchange rates of foreign
currencies. Depositary receipts listed on U.S. exchanges are issued by banks or
trust companies, and entitle the holder to all dividends and capital gains that
are paid out on the underlying foreign shares (“Underlying Shares”). When the
Fund invests in depositary receipts as a substitute for an investment directly
in the Underlying Shares, the Fund is exposed to the risk that the depositary
receipts may not provide a return that corresponds precisely with that of the
Underlying Shares. Because the Underlying Shares trade on foreign exchanges that
may be closed when the Fund’s primary listing exchange is open, the Fund may
experience premiums and discounts greater than those of funds without exposure
to such Underlying Shares.
•Dividend
Paying Security Risk.
Securities that pay high dividends as a group can fall out of favor with the
market, causing these companies to underperform companies that do not pay high
dividends. Also, companies owned by the Fund that have historically paid a
dividend may reduce or discontinue their dividends, thus reducing the yield of
the Fund.
•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; and global or regional political, economic 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.
•ETF
Risks.
The Fund is an ETF and, as a result of its 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 APs. In
addition, there may be a limited number of market makers and/or liquidity
providers in the marketplace. Shares may trade at a material discount to NAV and
possibly face delisting if either: (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 Risk.
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 Risk. 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
Risk. Although
Shares are listed for trading on the NYSE Arca, Inc. (the “Exchange”) and may be
traded on U.S. exchanges other than the Exchange, there can be no assurance that
Shares will trade with any volume, or at all, on any stock exchange. In stressed
market conditions, the liquidity of Shares may begin to mirror the liquidity of
the Fund’s underlying portfolio holdings, which can be significantly less liquid
than the Shares.
•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
Adviser’s and Sub-Adviser’s success or failure to implement investment
strategies for the Fund.
•Market
Capitalization Risk.
◦Large-Capitalization
Investing Risk.
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 also may be unable
to respond quickly to new competitive challenges, such as changes in technology
and consumer tastes.
◦Mid-Capitalization
Investing Risk.
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 Risk.
The securities of small-capitalization companies may be more vulnerable to
adverse issuer, market, political, or economic developments than securities of
large- or mid-capitalization companies. The securities of small-capitalization
companies generally trade in lower volumes and are subject to greater and more
unpredictable price changes than large- or mid-capitalization stocks or the
stock market as a whole. There is typically less publicly available information
concerning smaller-capitalization companies than for larger, more established
companies.
•Market
Risk. The
trading prices of securities and other instruments fluctuate in response to a
variety of factors. These factors include events impacting the entire market or
specific market segments, such as political, market and economic developments,
as well as events that impact specific issuers. The Fund’s NAV and market price,
like security and commodity prices generally, may fluctuate significantly in
response to these and other factors. As a result, an investor could lose money
over short or long periods of time. U.S. and international markets have
experienced significant periods of volatility in recent years due to a number of
these factors, including the impact of the COVID-19 pandemic and related public
health issues, growth concerns in the U.S. and overseas, uncertainties regarding
interest rates, trade tensions and the threat of tariffs imposed by the U.S. and
other countries. 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.
These developments as well as other events could result in further market
volatility and negatively affect financial asset prices, the liquidity of
certain securities and the normal operations of securities exchanges and other
markets. It is unknown how long circumstances related to the COVID-19 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.
•Non-Diversification
Risk.
Because the Fund is “non-diversified,” it may
invest a greater percentage of its assets in the securities of a single issuer
or a lesser number of issuers than if it was 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 lesser number of issuers than a fund that
invests more widely. This may increase the Fund’s volatility and cause the
performance of a relatively small number of issuers to have a greater impact on
the Fund’s performance.
•Tax
Risk.
To qualify for the favorable tax treatment generally available to a regulated
investment company (a “RIC”) within the meaning of Subchapter M of the Internal
Revenue Code of 1986, as amended (the “Code”), the Fund must satisfy, among
other requirements described in the SAI, certain diversification requirements.
Given the concentration of the Fund’s investments in a relatively small number
of securities, it may not always be possible for the Fund to fully implement its
investment strategy while satisfying these diversification requirements. The
Fund’s efforts to pursue its investment strategy may cause it inadvertently to
fail to satisfy the diversification requirements. If the Fund were to fail to
satisfy the diversification requirements, it could be eligible for relief
provisions if the failure is due to reasonable cause and not willful neglect and
if a penalty tax is paid with respect to each failure to satisfy the applicable
requirements. Additionally, relief is provided for certain de minimis failures
of the diversification requirements where the Fund corrects the failure within a
specified period. If the Fund were to fail to qualify as a RIC for a tax
year, and the relief provisions
are not available, it would be taxed in the same manner as an ordinary
corporation, and distributions to its shareholders would not be deductible by
the Fund in computing its taxable income. In such case, its shareholders would
be taxed as if they received ordinary dividends, although corporate shareholders
could be eligible for the dividends received deduction (subject to certain
limitations) and individuals may be able to benefit from the lower tax rates
available to qualified dividend income. In addition, the Fund could be required
to recognize unrealized gains, pay substantial taxes and interest, and make
substantial distributions before requalifying as a RIC.
•Value
Investing Risk. Because the Fund may utilize a value style
of investing, the Fund could suffer losses or produce poor results relative to
other funds, even in a rising market, if the Adviser’s and Sub-Adviser’s
assessment of a company’s value or prospects for exceeding earnings expectations
or market conditions is incorrect.
Performance
The performance
information presented below provides some indication of the risks of investing
in the Fund by showing the extent to which the Fund’s performance can change
from year to year and over time. The bar chart below 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 compare with those of the S&P 500 Total Return Index,
which reflects 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 available on the
Fund’s website at www.true-shares.com.
Calendar Year Total
Return
The calendar year-to-date total return of the
Fund as of March 31, 2023 was
-3.51%. During the period of time shown in the bar
chart, the highest quarterly return
was 13.04% for the quarter ended December 31, 2022, and
the lowest quarterly return was
-6.91% for the quarter ended June 30,
2022.
Average
Annual Total Returns
(for
periods ended December 31, 2022)
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TrueShares
Low Volatility Equity Income ETF |
1
Year |
Since
Inception
(1/27/2021) |
Return Before
Taxes |
3.65% |
12.04% |
Return After Taxes on
Distributions |
2.85% |
10.96% |
Return After Taxes on Distributions and
Sale of Shares |
2.70% |
9.14% |
S&P
500 Total Return Index
(reflects no deduction for
fees, expenses, or taxes) |
-19.44% |
1.22% |
After-tax returns are
calculated using the historical highest individual federal marginal income tax
rates during the period covered by the table above and do not reflect the impact
of state and local taxes. Actual after-tax returns
depend on an investor’s tax situation and may differ from those shown. After-tax
returns shown are not relevant to investors who hold their Shares through
tax-deferred arrangements such as an individual retirement account (“IRA”) or
other tax-advantaged accounts.
Portfolio
Management
|
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Adviser |
TrueMark
Investments, LLC |
Sub-Adviser |
Opal
Capital LLC |
Portfolio
Manager |
Austin
Graff, CFA, Founder, Chief Executive Officer, and Chief Investment Officer
for the Sub-Adviser, has been portfolio manager of the Fund since January
2021 |
Purchase
and Sale of Shares
The
Fund issues and redeems Shares at NAV only in large blocks known as “Creation
Units,” which only APs (typically, broker-dealers) may purchase or redeem. The
Fund generally issues and redeems Creation Units in exchange for a portfolio of
securities and/or a designated amount of U.S. cash.
Shares
are listed on the Exchange, and individual Shares may only be bought and sold in
the secondary market through a broker or dealer at market prices, rather than
NAV. Because Shares trade at market prices rather than NAV, Shares may trade at
a price greater than NAV (premium) or less than NAV (discount).
An
investor may incur costs attributable to the difference between the highest
price a buyer is willing to pay to purchase Shares (the “bid” price) and the
lowest price a seller is willing to accept for Shares (the “ask” price) when
buying or selling Shares in the secondary market. The difference in the bid and
ask prices is referred to as the “bid-ask spread.”
Recent
information regarding the Fund’s NAV, market price, how often Shares traded on
the Exchange at a premium or discount, and bid-ask spreads can be found on the
Fund’s website at www.true-shares.com.
Tax
Information
The
Fund’s distributions are generally taxable as ordinary income, qualified
dividend income, or capital gains (or a combination), unless your investment is
held in an IRA or other tax-advantaged account. Distributions on investments
made through tax-deferred arrangements may be taxed later upon withdrawal of
assets from those accounts.
Financial
Intermediary Compensation
If
you purchase Shares through a broker-dealer or other financial intermediary
(such as a bank) (an “Intermediary”), the Adviser or its affiliates may pay
Intermediaries for certain activities related to the Fund, including
participation in activities that are designed to make Intermediaries more
knowledgeable about exchange-traded products, including the Fund, or for other
activities, such as marketing, educational training or other initiatives related
to the sale or promotion of Shares. These payments may create a conflict of
interest by influencing the Intermediary and your salesperson to recommend the
Fund over another investment. Any such arrangements do not result in increased
Fund expenses. Ask your salesperson or visit the Intermediary’s website for more
information.
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TRUESHARES
EAGLE GLOBAL RENEWABLE ENERGY INCOME
ETF |
Investment Objective
The TrueShares Eagle Global
Renewable Energy Income ETF (the “Fund” or the “Energy Income ETF”) seeks
long-term growth of capital.
Fees and Expenses of the
Fund
This
table describes the fees and expenses that you may pay if you buy, hold, and
sell shares of the Fund (“Shares”). You
may pay other fees, such as brokerage commissions and other fees to financial
intermediaries, which are not reflected in the table and Example
below.
|
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Shareholder
Fees
(fees paid directly from your investment) |
None |
|
|
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| |
Annual
Fund Operating Expenses (expenses
that you pay each year as a percentage of the value of your
investment) |
Management
Fee |
0.75% |
Distribution
and/or Service Fees |
0.00% |
Other
Expenses(1) |
0.00% |
| |
Total
Annual Fund Operating Expenses |
0.75% |
(1)
Estimated for the current
fiscal year.
Example
This Example is
intended to help you compare the cost of investing in the Fund with the cost of
investing in other funds. The Example assumes that you invest $10,000 in the
Fund for the time periods indicated and then redeem all of your Shares at the
end of those periods. The Example also assumes that your investment has a 5%
return each year and that the Fund’s operating expenses remain the same. The
Example does not take into account brokerage commissions that you may pay on
your purchases and sales of Shares. Although your actual costs may be higher
or lower, based on these assumptions your costs would be:
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1
Year: |
$77 |
3
Years: |
$240 |
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Portfolio Turnover
The Fund pays transaction
costs, such as commissions, when it buys and sells securities (or “turns over”
its portfolio). A higher portfolio turnover rate may indicate higher transaction
costs and may result in higher taxes when Shares are held in a taxable account.
These costs, which are not reflected in the Total Annual Fund Operating Expenses
or in the Example, affect the Fund’s performance. For the fiscal period December
8, 2022 (commencement of operations) through December 31, 2022, the Fund’s
portfolio turnover rate was 2% of the average value of its
portfolio.
Principal Investment Strategies
The
Fund is an actively managed exchange-traded fund (“ETF”) that invests primarily
in equity securities of domestic and foreign companies that primarily own or
operate assets used in the development, generation, production, transmission,
storage and sale of alternative and renewable energy such as solar power, wind
power, biofuels, hydropower, nuclear or geothermal power (collectively,
“Renewable Energy Infrastructure Companies”). The Renewable Energy
Infrastructure Companies in which the Fund may invest may range from small- to
large-capitalization companies. The Fund also may invest in American Depository
Receipts (“ADRs”) and Global Depository Receipts (“GDRs”) of Renewable Energy
Infrastructure Companies. Under normal market conditions, the
Fund will invest at least 80% of its net assets, plus borrowings for investment
purposes, in Renewable Energy Infrastructure Companies.
Eagle
Global Advisors, LLC (the “Sub-Adviser”), the Fund’s investment sub-adviser,
selects investments for the Fund’s portfolio from a universe of Renewable Energy
Infrastructure Companies by utilizing a fundamentally-driven investment process
which includes the analysis of global macro-economic and geo-political factors,
fundamental company analysis, internal valuation methods, and the projected rate
of return from the investment given its expected level of risk.
The
Sub-Adviser may sell a security when it no longer meets the criteria for
inclusion in the Fund’s investment universe, when the security has not met or
exceeded its projected rate of return or when a more attractive investment
becomes available.
The
Fund is non-diversified and therefore may invest a larger percentage of its
assets in the securities of a single issuer or smaller number of issuers than
diversified funds. The Fund will concentrate (i.e.,
hold more than 25% of its total assets) in the securities of companies in the
Utilities Industry Group within the Utilities Sector, as classified by the
Global Industry Classification Standard.
Under
normal market conditions, the Fund expects to invest at least 40% of its assets
in the securities of issuers that are tied economically to a number of countries
throughout the world.
As of the date of this Prospectus, the Fund
anticipates having significant investment exposure to Renewable Energy
Infrastructure Companies, the securities of which are issued and listed in
Europe.
Principal Investment Risks
The
principal risks of investing in the Fund are summarized below. The
principal risks are presented in alphabetical order to facilitate finding
particular risks and comparing them with those of other funds. Each risk
summarized below is considered a “principal risk” of investing in the Fund,
regardless of the order in which it appears. As with any investment, there is a risk that you could
lose all or a portion of your investment in the Fund. Some or
all of these risks may adversely affect the Fund’s net asset value (“NAV”),
trading price, yield, total return and/or ability to meet its investment
objective. The following risks could affect the value of your investment in
the Fund:
•Associated
Risk of Investing in Renewable Energy Infrastructure Companies.
Renewable Energy Infrastructure Companies’ future growth may be dependent upon
government policies that support renewable power generation and enhance the
economic viability of owning renewable electric generation assets. Such policies
can include renewable portfolio standard programs, which mandate that a
specified percentage of electricity sales come from eligible sources of
renewable energy, accelerated cost-recovery systems of depreciation and tax
credits.
The
electricity produced and revenues generated by a renewable energy generation
facility, including solar electric or wind energy, is highly dependent upon
suitable weather conditions. These assets may not be able to operate in extreme
weather conditions, such as during a severe freeze. Furthermore, components used
in the generation of renewable energy could be damaged by severe weather, such
as hailstorms or tornadoes. In addition, replacement and spare parts for key
components may be difficult or costly to acquire or may be unavailable.
Unfavorable weather and atmospheric conditions could impair the effectiveness of
assets or reduce their output beneath their rated capacity or require shutdown
of key equipment, impeding operation of renewable assets. Actual climatic
conditions at a facility site, particularly wind conditions, may not conform to
the historical findings and, therefore, renewable energy facilities may not meet
anticipated production levels or the rated capacity of the generation assets.
A
portion of revenues from investments in renewable infrastructure assets will be
tied, either directly or indirectly, to the wholesale market price for
electricity in the markets served. Wholesale market electricity prices are
impacted by a number of factors including: the price of fuel (e.g.,
natural gas) that is used to generate electricity; the cost and management of
generation and the amount of excess generating capacity relative to load in a
particular market; and conditions (such as extremely hot or cold weather) that
impact electrical system demand. Owners of renewable infrastructure assets may
attempt to secure fixed prices for their power production through the use of
financial hedges; but may not be able to deliver power to collect such fixed
price, rendering those hedges ineffective or creating economic losses for
renewable infrastructure assets. In addition, there is uncertainty surrounding
the trend in electricity demand growth, which is influenced by macroeconomic
conditions; absolute and relative energy prices; and energy conservation and
demand management. This volatility and uncertainty in power markets could have a
material adverse effect on the assets, liabilities, financial condition,
operations and/or cash flow of the Renewable Energy Infrastructure Companies in
which the Fund invests.
•Currency
Exchange Rate Risk. The
Fund may invest in investments denominated in non-U.S. currencies or in
securities that provide exposure to such currencies. Changes in currency
exchange rates and the relative value of non-U.S. currencies will affect the
value of the Fund’s investment and the value of your Shares. Currency exchange
rates can be very volatile and can change quickly and unpredictably. As a
result, the value of an investment in the Fund may change quickly and without
warning and you may lose money.
•Cybersecurity
Risk.
Cybersecurity incidents may allow an unauthorized party to gain access to Fund
assets or proprietary information, or cause the Fund, the Adviser (defined
below), the Sub-Adviser and/or other service providers (including custodians and
financial intermediaries) to suffer data breaches or data corruption.
Additionally, cybersecurity failures or breaches of the electronic systems of
the Fund, the Adviser, the Sub-Adviser or the Fund’s other service providers,
market makers, Authorized Participants (“APs”), the Fund’s primary listing
exchange, or the issuers of securities in which the Fund invests have the
ability to disrupt and negatively affect the Fund’s business operations,
including the ability to purchase and sell Fund Shares, potentially resulting in
financial losses to the Fund and its shareholders.
•Depositary
Receipts Risk.
ADRs and GDRs are certificates evidencing ownership of shares of a foreign
issuer and are alternatives to directly purchasing the underlying foreign
securities in their national markets and currencies. However, they continue to
be subject to many of the risks associated with investing directly in foreign
securities. These risks include the social, political and economic risks of the
underlying issuer’s country, as well as in the case of depositary receipts
traded on non-U.S. markets, exchange risk. Issuers of unsponsored ADRs are not
contractually obligated to disclose material information in the U.S., so there
may not be a correlation between such information and the market value of the
unsponsored ADR.
•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, sectors or companies in which the Fund invests. Common
stocks are generally exposed to greater risk than other types of securities,
such as preferred stocks and debt obligations, because common stockholders
generally have inferior rights to receive payment from issuers.
•ETF
Risks.
The Fund is an ETF and, as a result of its 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 APs. In
addition, there may be a limited number of market makers and/or liquidity
providers in the marketplace. Shares may trade at a material discount to NAV and
possibly face delisting if either: (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 Risk.
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 Risk. As
with all ETFs, Shares may be bought and sold in the secondary market at market
prices. Although it is expected that the market price of Shares will approximate
the Fund’s NAV, there may be times when the market price of Shares is more than
the NAV intra-day (premium) or less than the NAV intra-day (discount) due to
supply and demand of Shares or during periods of market volatility. This risk is
heightened in times of market volatility, periods of steep market declines, and
periods when there is limited trading activity for Shares in the secondary
market, in which case such premiums or discounts may be significant. Because
securities held by the Fund may trade on foreign exchanges that are closed when
the Fund’s primary listing exchange is open, the Fund is likely to experience
premiums or discounts greater than those of domestic ETFs.
◦Trading
Risk. Although
Shares are listed for trading on the NYSE Arca, Inc. (the “Exchange”) and may be
traded on U.S. exchanges other than the Exchange, there can be no assurance that
Shares will trade with any volume, or at all, on any stock exchange. In stressed
market conditions, the liquidity of Shares may begin to mirror the liquidity of
the Fund’s underlying portfolio holdings, which can be significantly less liquid
than the Shares.
•Foreign
Securities Risk. Investments
in non-U.S. securities involve certain risks that may not be present with
investments in U.S. securities. For example, investments in non-U.S. securities
may be subject to risk of loss due to foreign currency fluctuations or to
political or economic instability. There may be less information publicly
available about a non-U.S. issuer than a U.S. issuer. Non-U.S. issuers may be
subject to different accounting, auditing, financial reporting and investor
protection standards than U.S. issuers. Investments in non-U.S. securities also
may be subject to withholding or other taxes and may be subject to additional
trading, settlement, custodial, and operational risks. With respect to certain
countries, there is the possibility of government intervention and expropriation
or nationalization of assets. Because legal systems differ, there also is the
possibility that it will be difficult to obtain or enforce legal judgments in
certain countries. Since foreign exchanges may be open on days when the Fund
does not price its shares, the value of the securities in the Fund’s portfolio
may change on days when shareholders will not be able to purchase or sell the
Fund’s shares. Conversely, Shares may trade on days when foreign exchanges are
closed. Each of these factors can make investments in the Fund more volatile and
potentially less liquid than other types of investments.
•Geographic
Investment Risk.
To the extent that the Fund invests a significant portion of its assets in the
securities of companies of a single country or region, it is more likely to be
impacted by events or conditions affecting that country or region. For example,
political and economic conditions and changes in regulatory, tax, or economic
policy in a country could significantly affect the market in that country and in
surrounding or related countries and have a negative impact on the Fund’s
performance. Currency developments or restrictions, political and social
instability, and changing economic conditions have resulted in significant
market volatility.
◦Europe-Specific
Risk.
The economies and markets of European countries are often closely connected and
interdependent, and events in one country in Europe can have an adverse impact
on other European countries. The Fund makes investments in securities of issuers
that are domiciled in, or have significant operations in, member countries of
the European Union (the “EU”) that are subject to economic and monetary controls
that can adversely affect the Fund’s investments. The European financial markets
have experienced volatility and adverse trends in recent years and these events
have adversely affected the exchange rate of the euro and may continue to
significantly affect other European countries. Decreasing imports or exports,
changes in governmental or EU regulations on trade, changes in the exchange rate
of the euro, the default or threat of default by an EU member country on its
sovereign debt, and/or an economic recession in an EU member country may have a
significant adverse effect on the economies of EU member countries and their
trading partners, including some or all of the European countries in which the
Fund invests.
In
addition, on January 31, 2020, the UK formally withdrew from the EU (commonly
referred to as “Brexit”) and entered an 11-month transition period, which
concluded on December 31, 2020, with the UK leaving the EU single market and
customs
union
under the terms of a new trade agreement. The agreement governs the new
relationship between the UK and EU with respect to trading goods and services,
but critical aspects of the relationship remain unresolved and subject to
further negotiation and agreement. There is still considerable uncertainty
relating to the potential consequences associated with the UK’s exit and whether
its exit will increase the likelihood of other countries also departing the EU.
Any exits from the EU, or the possibility of such exits, may have a significant
impact on the UK, Europe, and global economies, which may result in increased
volatility and illiquidity, new legal and regulatory uncertainties and
potentially lower economic growth for these economies that could potentially
have an adverse effect on the value of the Fund’s investments. In addition, the
UK has been a target of terrorism in the past. Acts of terrorism in Europe or
the UK or against such countries’ interests abroad may cause uncertainty in the
European or UK financial markets and adversely affect the performance of the
issuers to which the Fund has exposure.
•Management
Risk.
The Fund is actively-managed and may not meet its investment objective based on
the Adviser’s and Sub-Adviser’s success or failure to implement investment
strategies for the Fund. In particular, the Adviser’s and Sub-Adviser’s
evaluations and assumptions regarding global energy needs, the development of
non-carbon-based energy technologies, the effectiveness and marketability of
“clean energy” technologies, and other factors may not successfully achieve the
Fund’s investment objective given actual market conditions.
•Market
Capitalization Risk.
◦Large-Capitalization
Investing Risk.
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 also may be unable
to respond quickly to new competitive challenges, such as changes in technology
and consumer tastes.
◦Mid-Capitalization
Investing Risk.
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 Risk.
The securities of small-capitalization companies may be more vulnerable to
adverse issuer, market, political, or economic developments than securities of
large- or mid-capitalization companies. The securities of small-capitalization
companies generally trade in lower volumes and are subject to greater and more
unpredictable price changes than large- or mid-capitalization stocks or the
stock market as a whole. There is typically less publicly available information
concerning smaller-capitalization companies than for larger, more established
companies.
•Market
Risk. The
trading prices of securities and other instruments fluctuate in response to a
variety of factors. These factors include events impacting the entire market or
specific market segments, such as political, market and economic developments,
as well as events that impact specific issuers. The Fund’s NAV and market price,
like security and commodity prices generally, may fluctuate significantly in
response to these and other factors. As a result, an investor could lose money
over short or long periods of time. U.S. and international markets have
experienced significant periods of volatility in recent years due to a number of
these factors, including the impact of the COVID-19 pandemic and related public
health issues, growth concerns in the U.S. and overseas, uncertainties regarding
interest rates, trade tensions and the threat of tariffs imposed by the U.S. and
other countries. 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.
These developments as well as other events could result in further market
volatility and negatively affect financial asset prices, the liquidity of
certain securities and the normal operations of securities exchanges and other
markets. It is unknown how long circumstances related to the COVID-19 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.
•New
Fund Risk. The
Fund is a recently organized investment company with no operating history. As a
result, prospective investors have no track record or history on which to base
their investment decision.
•Non-Diversification
Risk.
Because the Fund is “non-diversified,” it may
invest a greater percentage of its assets in the securities of a single issuer
or a lesser number of issuers than if it was 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 lesser number of issuers than a fund that
invests more widely. This may increase the Fund’s volatility and cause the
performance of a relatively small number of issuers to have a greater impact on
the Fund’s performance.
•Utilities
Sector Risk.
The Fund intends to concentrate its investments in the Utilities Industry Group
within the Utilities Sector.
◦Utilities
Industry Group Risk. As a result of the Fund’s concentration in
the Utilities Industry Group, the Fund will be more susceptible to the risks
associated with that industry group than a fund that does not concentrate its
investments. The Utilities Industry Group includes utility companies such as
electric, gas and water utilities. It also includes independent power producers
and energy traders and companies that engage in generation and distribution of
electricity using renewable sources. The Fund is subject to the risk that the
securities of such issuers will underperform the market as a whole due to
legislative or regulatory changes, adverse market conditions and/or increased
competition affecting companies in the Utilities Industry Group. The prices of
the securities of companies operating in the Utilities Industry Group are
closely tied to government regulation and market competition and may be affected
by supply and demand, consumer incentives, operating costs, government
regulation, environmental factors, liabilities for environmental damage and
general civil liabilities, and rate caps or rate changes, among other
factors.
Performance
The Fund is new and therefore does not have a
performance history for a full calendar year. In the future,
performance information for the Fund will be presented in this section. Updated
performance information is available on the Fund’s website at www.true-shares.com.
Portfolio
Management
|
|
|
|
| |
Adviser |
TrueMark
Investments, LLC (the “Adviser”) |
Sub-Adviser |
Eagle
Global Advisors, LLC |
Portfolio
Managers |
Michael
Cerasoli, CFA, Portfolio Manager for the Sub-Adviser, Alex Meier,
Portfolio Manager for the Sub-Adviser, and Steven S. Russo, Senior Partner
for the Sub-Adviser, have been portfolio managers of the Fund since its
inception in December 2022 |
Purchase
and Sale of Shares
The
Fund issues and redeems Shares at NAV only in large blocks known as “Creation
Units,” which only APs (typically, broker-dealers) may purchase or redeem. The
Fund generally issues and redeems Creation Units in exchange for a portfolio of
securities and/or a designated amount of U.S. cash.
Shares
are listed on the Exchange, and individual Shares may only be bought and sold in
the secondary market through a broker or dealer at market prices, rather than
NAV. Because Shares trade at market prices rather than NAV, Shares may trade at
a price greater than NAV (premium) or less than NAV (discount).
An
investor may incur costs attributable to the difference between the highest
price a buyer is willing to pay to purchase Shares (the “bid” price) and the
lowest price a seller is willing to accept for Shares (the “ask” price) when
buying or selling Shares in the secondary market. The difference in the bid and
ask prices is referred to as the “bid-ask spread.”
Recent
information regarding the Fund’s NAV, market price, how often Shares traded on
the Exchange at a premium or discount, and bid-ask spreads can be found on the
Fund’s website at www.true-shares.com.
Tax
Information
The
Fund’s distributions are generally taxable as ordinary income, qualified
dividend income, or capital gains (or a combination), unless your investment is
in an individual retirement account (“IRA”) or other tax-advantaged account.
Distributions on investments made through tax-deferred arrangements may be taxed
later upon withdrawal of assets from those accounts.
Financial
Intermediary Compensation
If
you purchase Shares through a broker-dealer or other financial intermediary
(such as a bank) (an “Intermediary”), the Adviser or its affiliates may pay
Intermediaries for certain activities related to the Fund, including
participation in activities that are designed to make Intermediaries more
knowledgeable about exchange-traded products, including the Fund, or for other
activities, such as marketing, educational training or other initiatives related
to the sale or promotion of Shares. These payments may create a conflict of
interest by influencing the Intermediary and your salesperson to recommend the
Fund over another investment. Any such arrangements do not result in increased
Fund expenses. Ask your salesperson or visit the Intermediary’s website for more
information.
ADDITIONAL
INFORMATION ABOUT THE FUNDS
Investment
Objectives
Each
Fund’s investment objective has been adopted as a non-fundamental investment
policy and may be changed by the Board of Trustees (the “Board”) of Listed Funds
Trust (the “Trust”) without shareholder approval upon written notice to
shareholders.
Principal
Investment Strategies
The
following information is in addition to, and should be read along with, the
description of each Fund’s principal investment strategies in each section
titled “Fund Summary—Principal Investment Strategies” above.
In
accordance with Rule 35d-1 under the 1940 Act, the AI ETF has adopted a
non-fundamental investment policy to invest at least 80% of its net assets, plus
the amount of borrowings for investment purposes, in the common stock of
technology, artificial intelligence and deep learning companies. The AI ETF
generally considers a company to be a technology, artificial intelligence and/or
deep learning company if it derives 50% or more of its revenue or profits from
the development, advancement and/or use of technology, including artificial
intelligence- and/or deep learning-related technologies, or if it has committed
50% or more of its research and development-dedicated capital to the
development, advancement and/or use of technology, each measured at the time of
investment.
In
accordance with Rule 35d-1 under the 1940 Act, the ESG ETF, as described in
the SAI, has adopted a non-fundamental investment policy to invest at least 80%
of its net assets, plus the amount of borrowings for investment purposes, in the
common stock of ESG companies. The ESG ETF considers ESG companies to be those
that adhere to ESG best practices, measured at the time of investment using the
Adviser’s and Sub-Adviser’s proprietary screening and selection process. For
purposes of the foregoing policy, “ESG best practices” consist of promotion of
leadership diversity, reduction of carbon emissions, and implementation of
minority hiring practices.
In
accordance with Rule 35d-1 under the 1940 Act, the Income ETF has adopted a
non-fundamental investment policy to invest at least 80% of its net assets, plus
the amount of borrowings for investment purposes, in equity securities,
including common stocks and ADRs.
In
accordance with Rule 35d-1 under the 1940 Act, the Energy Income ETF has adopted
a non-fundamental investment policy to invest, under normal circumstances, at
least 80% of its net assets, plus borrowings for investment purposes, in
Renewable Energy Infrastructure Companies. Such policy may be changed without
shareholder approval upon 60 days’ written notice to the Fund’s
shareholders.
The
foregoing policies may be changed without shareholder approval upon 60 days’
written notice to shareholders.
Temporary
Defensive Positions
For
temporary defensive purposes during adverse market, economic, political or other
conditions, the Funds may invest in cash or cash equivalents or short-term
instruments such as commercial paper, money market mutual funds, or short-term
U.S. government securities. Taking a temporary defensive position may result in
a Fund not achieving its investment objective.
Principal
Investment Risks
An
investment in a Fund entails risks. A Fund could lose money, or its performance
could trail that of other investment alternatives. The following provides
additional information about each Fund’s principal risks. It is important that
investors closely review and understand these risks before making an investment
in a Fund. Each risk applies to each Fund unless otherwise specified. Just as in
each Fund’s summary section above, the principal risks below are presented in
alphabetical order to facilitate finding particular risks and comparing them
with those of other funds. Each risk summarized below is considered a “principal
risk” of investing in the applicable Fund, regardless of the order in which it
appears.
•Artificial
Intelligence and Machine Learning
Risk
(AI ETF only).
Companies
across a wide variety of industries, primarily in the technology sector, are
exploring the possible applications of artificial intelligence, machine learning
and other deep learning technologies. The extent of such technologies’
versatility has not yet been fully explored. Consequently, the Fund’s holdings
may include equity securities of operating companies that focus on or have
exposure to a wide variety of industries, and the economic fortunes of certain
companies held by the Fund may not be significantly tied to such technologies.
Currently, there are few public companies for which artificial intelligence,
machine learning and deep learning technologies represent an attributable and
significant revenue or profit stream, and such technologies may not ultimately
have a material effect on the economic returns of companies in which the Fund
invests. Companies that do have a focus on such technologies may rely on a
combination of patents, copyrights, trademarks and trade secret laws to
establish and protect their proprietary rights in their products and
technologies. These companies also tend to engage in significant amounts of
spending on research and development, and there is no guarantee that these
products or services will be successful. The securities of such companies,
especially smaller, start-up companies, are also typically more volatile than
those of companies that do not rely heavily on technology.
•Associated
Risks with Investing in Renewable Energy Infrastructure Companies (Energy
Income ETF only).
Renewable Energy Infrastructure Companies’ future growth may be dependent upon
government policies that support renewable power generation and enhance the
economic viability of owning renewable electric generation assets. Such policies
can include renewable portfolio standard programs, which mandate that a
specified percentage of electricity sales come from eligible sources of
renewable energy, accelerated cost-recovery systems of depreciation and tax
credits.
The
electricity produced and revenues generated by a renewable energy generation
facility, including solar electric or wind energy, is highly dependent upon
suitable weather conditions. These assets may not be able to operate in extreme
weather conditions, such as during a severe freeze. Furthermore, components used
in the generation of renewable energy could be damaged by severe weather, such
as hailstorms or tornadoes. In addition, replacement and spare parts for key
components may be difficult or costly to acquire or may be unavailable.
Unfavorable weather and atmospheric conditions could impair the effectiveness of
assets or reduce their output beneath their rated capacity or require shutdown
of key equipment, impeding operation of renewable assets. Actual climatic
conditions at a facility site, particularly wind conditions, may not conform to
the historical findings and, therefore, renewable energy facilities may not meet
anticipated production levels or the rated capacity of the generation
assets.
A
portion of revenues from investments in renewable infrastructure assets will be
tied, either directly or indirectly, to the wholesale market price for
electricity in the markets served. Wholesale market electricity prices are
impacted by a number of factors including: the price of fuel (for example,
natural gas) that is used to generate electricity; the cost and management of
generation and the amount of excess generating capacity relative to load in a
particular market; and conditions (such as extremely hot or cold weather) that
impact electrical system demand. Owners of renewable infrastructure assets may
attempt to secure fixed prices for their power production through the use of
financial hedges; but may not be able to deliver power to collect such fixed
price, rendering those hedges ineffective or creating economic losses for
renewable infrastructure assets. In addition, there is uncertainty surrounding
the trend in electricity demand growth, which is influenced by macroeconomic
conditions; absolute and relative energy prices; and energy conservation and
demand management. This volatility and uncertainty in power markets could have a
material adverse effect on the assets, liabilities, financial condition, results
of operations and cash flow of the companies in which the Fund invests.
◦Decreases
in Government Budgets, Subsidies, Allowed Rate of Return or Regulations
Risk.
Poor economic conditions could have an effect on government budgets and threaten
the continuation of government subsidies such as regulated revenues, cash
grants, U.S. federal income tax benefits or state renewables portfolio standards
that benefit Renewable Energy Infrastructure Companies. Such conditions may also
lead to adverse changes in laws or, if applicable, the rate of return allowed by
a government for renewable infrastructure assets. A number of states and
municipal authorities are experiencing fiscal pressures as they seek to address
budget deficits. The reduction or elimination of renewable generation targets,
tariffs or subsidies or adverse changes in law could have a material adverse
effect on the profitability of some existing projects, and the lack of
availability of projects undertaken in reliance on the continuation of such
subsidies could adversely affect the growth plan of Renewable Energy
Infrastructure Companies.
Development
of new renewable energy sources and the overall growth of the renewable energy
industry has recently been supported by state or provincial, national,
supranational and international policies. Some of the companies in which the
Fund may invest benefit from such incentives. The attractiveness of renewable
energy to purchasers of renewable assets, as well as the economic return
available to project sponsors, is often enhanced by such incentives. There is a
risk that regulations that provide incentives for renewable energy could change
or expire in a manner that adversely impacts the market for Renewable Energy
Infrastructure Companies generally. Any such changes may impact the
competitiveness of renewable energy generally and the economic value of new
projects undertaken by Renewable Energy Infrastructure Companies.
Renewable
Energy Infrastructure Companies rely in part on environmental and other
regulations of industrial and local government activities, including regulations
granting subsidies or mandating reductions in carbon or other greenhouse gas
emissions and minimum biofuel content in fuel or use of energy from renewable
sources. If the businesses to which such regulations relate were deregulated or
if such subsidies or regulations were changed or weakened, the profitability of
Renewable Energy Infrastructure Companies could suffer.
The
production from renewable infrastructure assets is often the subject of various
tax relief measures or tax incentives. These assets currently are largely
contingent on public policy mechanisms including, among others, investment tax
credits (ITCs), cash grants, loan guarantees, accelerated depreciation, carbon
trading plans, environmental tax credits and research and development
incentives, all of which play an important role in the profitability of
renewable energy projects. In the future, it is possible that some or all of
these will be suspended, curtailed, not renewed or revoked. These mechanisms
have been implemented at the U.S. federal and state levels and in other
jurisdictions where our assets are located to support the development of
renewable power generation and other clean infrastructure technologies. The
availability and continuation of public policy support mechanisms will drive a
significant part of the economics and viability of clean energy
investments.
◦Hydrology,
Solar and Wind Changes Risk.
The revenues and cash flows generated by renewable infrastructure assets are
often correlated to the amount of electricity generated, which for some assets
is dependent upon available water flows, solar conditions, wind conditions and
weather conditions generally. Hydrology, solar, wind and weather conditions have
natural variations from season to season and from year to year and may also
change permanently because of climate change or other factors. A natural
disaster could also impact water flows within the watersheds in which Renewable
Energy Infrastructure Companies may operate. Wind energy is highly dependent
upon weather conditions and, in particular, on wind conditions. The
profitability of a wind farm depends not only on observed wind conditions at the
site, which are inherently variable, but also on whether observed wind
conditions are consistent with assumptions made during the project development
phase.
◦Operational
Disruption Risk.
Operational disruptions of Renewable Energy Infrastructure Companies or the
third parties on which they depend may be caused by technical breakdowns at
power generation assets, including transmission assets, power stations,
distribution grids, power storage facilities, aged or defective facility
components, insufficient maintenance, failed repairs, power outages, adverse
weather conditions, natural disasters, labor disputes, ill-intentioned acts or
other accidents or incidents. These disruptions could result in shutdowns,
delays or long term decommissioning in production or distribution of energy.
This may materially and adversely affect operations or financial conditions and
cause harm to the reputation of Renewable Energy Infrastructure Companies in
which the Fund may invest.
◦Construction
Risk.
Renewable Energy Infrastructure Companies may invest in projects that are
subject to construction risk and construction delays. The ability of these
projects to generate revenues will often depend upon their successful completion
of the construction and operation of generating assets.
Capital
equipment for renewable energy projects needs to be manufactured, shipped to
project sites, installed and tested on a timely basis. Developers of renewable
energy facilities depend on a limited number of suppliers of solar panels,
inverters, module turbines, towers and other system components and turbines and
other equipment associated with wind and solar power plants. Any shortage, delay
or component price change from these suppliers could result in construction or
installation delays. There have been periods of industry-wide shortage of key
components, including solar panels and wind turbines, in times of rapid industry
growth. The manufacturing infrastructure for some of these components has a long
lead time, requires significant capital investment and relies on the continued
availability of key materials, potentially resulting in an inability to meet
demand for these components. Construction may be delayed as a result of
inclement weather, labor disruptions, technical complications or other reasons,
and material cost over-runs may be incurred, which may result in such projects
being unable to earn positive income, which could negatively impact the value of
Renewable Energy Infrastructure Companies.
◦Renewable
Infrastructure Technology Risk.
Technology related to the production of renewable power and conventional power
generation is continually advancing, resulting in a gradual decline in the cost
of producing electricity. Renewable Energy Infrastructure Companies may invest
in and use newly developed, less proven, technologies in their development
projects or in maintaining or enhancing their existing assets. There is no
guarantee that such new technologies will perform as anticipated. The failure of
a new technology to perform as anticipated may materially and adversely affect
the profitability of a particular development project.
◦Increasing
Competition/Market Change Risks.
A significant portion of the electric power generation and transmission capacity
sold by renewable infrastructure assets is sold under long-term agreements with
public utilities, industrial or commercial end-users or governmental entities.
These agreements generally allow the owner of the renewable infrastructure asset
to sell power at an agreed upon fixed price over the course of the contract. If,
for any reason, any of the purchasers of power or transmission capacity under
these agreements are unable or unwilling to fulfill their related contractual
obligations or if they refuse to accept delivery of power delivered thereunder
or if they otherwise terminate such agreements prior to the expiration thereof,
the assets, liabilities, business, financial condition, results of operations
and cash flow of Renewable Energy Infrastructure Companies could be materially
and adversely affected. Furthermore, to the extent any renewable infrastructure
assets’ power or transmission capacity purchasers are controlled by governmental
entities, their facilities may be subject to sovereign risk or legislative or
other political action that may impair their contractual performance. The power
generation industry is characterized by intense competition and electric
generation assets encounter competition from utilities, industrial companies and
other independent power producers, which may impact the ability of Renewable
Energy Infrastructure Companies to replace an expiring or terminated agreement
with an agreement on equivalent terms and conditions, including at prices that
permit operation of the related facility on a profitable basis. If Renewable
Energy Infrastructure Companies are unable to replace an expiring or terminated
agreement to sell electricity at an acceptable price, the affected facility may
temporarily or permanently cease operations.
◦Changes
in Tariffs Risk.
The revenue that renewable infrastructure assets generate from contracted
concessions is often dependent upon regulated tariffs or other long-term fixed
rate arrangements. Under such concession agreements, a tariff structure is
established, and Renewable Energy Infrastructure Companies have limited or no
possibility to independently raise tariffs beyond the established rates and
indexation or adjustment mechanisms. Similarly, under a long-term power purchase
agreement,
Renewable Energy Infrastructure Companies may be required to deliver power at a
fixed rate for the contract period, with limited escalation rights. In addition,
Renewable Energy Infrastructure Companies may be unable to adjust tariffs or
rates as a result of fluctuations in prices of raw materials, exchange rates,
labor and subcontractor costs during the operating phase of these projects.
Moreover, in some cases, if renewable infrastructure assets fail to comply with
certain pre-established conditions, the government or customer, as applicable,
may reduce the tariffs or rates payable. In addition, during the life of a
concession, the relevant government authority may unilaterally impose additional
restrictions on tariff rates, subject to the regulatory frameworks applicable in
each jurisdiction.
◦Regulatory
Risk.
Regulatory authorities in the United States or other countries may adopt rules
that restrict the ability of the Fund to fully implement its strategy, either
generally, or with respect to certain securities, industries or countries, which
may impact the Fund’s ability to fully implement its investment strategies.
Regulators may interpret rules differently than the Fund or the mutual fund
industry generally, and disputes over such interpretations can increase in legal
expenses incurred by the Fund.
•Cash
and Cash Equivalents Risk (AI
ETF only).
Holding cash or cash equivalents rather than securities or other instruments in
which the Fund primarily invests, even strategically, may cause the Fund to risk
losing opportunities to participate in market appreciation, and may cause the
Fund to experience potentially lower returns than the Fund’s benchmark or other
funds that remain fully invested. In rising markets, holding cash or cash
equivalents will negatively affect the Fund’s performance relative to its
benchmark.
•Concentration
Risk
(AI
ETF only).
The Fund may, at various times, concentrate in the securities of a particular
industry, group of industries, or sector. To the extent the Fund’s investments
are so concentrated, the Fund may be adversely affected by political,
regulatory, and market conditions affecting the particular industry, group of
industries, or sector.
◦Software
Industry Risk. Computer
software companies can be significantly affected by competitive pressures,
aggressive pricing, technological developments, changing domestic demand, the
ability to attract and retain skilled employees and availability and price of
components. The market for products produced by computer software companies is
characterized by rapidly changing technology, rapid product obsolescence,
cyclical market patterns, evolving industry standards and frequent new product
introductions. The success of computer software companies depends in substantial
part on the timely and successful introduction of new products and the ability
to service such products. An unexpected change in one or more of the
technologies affecting an issuer’s products or in the market for products based
on a particular technology could have a material adverse effect on a
participant’s operating results.
Many
computer software companies rely on a combination of patents, copyrights,
trademarks and trade secret laws to establish and protect their proprietary
rights in their products and technologies. There can be no assurance that the
steps taken by computer software companies to protect their proprietary rights
will be adequate to prevent misappropriation of their technology or that
competitors will not independently develop technologies that are substantially
equivalent or superior to such companies’ technology.
•Currency
Exchange Rate Risk (Energy
Income ETF only).
Changes in currency exchange rates and the relative value of non-U.S. currencies
may affect the value of the Fund’s investments and the value of your Shares.
Because the Fund’s NAV is determined based on U.S. dollars, the U.S. dollar
value of your investment in the Fund may go down if the value of the local
currency of the non-U.S. markets in which the Fund invests depreciates against
the U.S. dollar. This is true even if the local currency value of securities in
the Fund’s holdings goes up. Conversely, the dollar value of your investment in
the Fund may go up if the value of the local currency appreciates against the
U.S. dollar. The value of the U.S. dollar measured against other currencies is
influenced by a variety of factors. These factors include: national debt levels
and trade deficits, changes in balances of payments and trade, domestic and
foreign interest and inflation rates, global or regional political, economic or
financial events, monetary policies of governments, actual or potential
government intervention, and global energy prices. Political instability, the
possibility of government intervention and restrictive or opaque business and
investment policies may also reduce the value of a country’s currency.
Government monetary policies and the buying or selling of currency by a
country’s government may also influence exchange rates. Currency exchange rates
can be very volatile and can change quickly and unpredictably. As a result, the
value of an investment in the Fund may change quickly and without warning, and
you may lose money.
•Cybersecurity
Risk.
With the increased use of technologies such as the Internet and the dependence
on computer systems to perform business and operational functions, funds (such
as a Fund) and their service providers may be prone to operational and
information security risks resulting from cyber-attacks and/or technological
malfunctions. In general, cyber-attacks are deliberate, but unintentional events
may have similar effects. Cyber-attacks include, among others, stealing or
corrupting data maintained online or digitally, preventing legitimate users from
accessing information or services on a website, releasing confidential
information without authorization, and causing operational disruption.
Cybersecurity incidents may allow an unauthorized party to gain access to Fund
assets or proprietary information, or cause a Fund, the Adviser, the Sub-Adviser
and/or other service providers (including custodians and financial
intermediaries) to suffer data breaches or data corruption. Additionally,
cybersecurity failures or breaches of the electronic systems of a Fund, the
Adviser, the Sub-Adviser or a Fund’s other service
providers,
market makers, APs, a Fund’s primary listing exchange or the issuers of
securities in which such Fund invests have the ability to disrupt and negatively
affect the Fund’s business operations, including the ability to purchase and
sell Shares, potentially resulting in financial losses to the Fund and its
shareholders. For instance, cyber-attacks or technical malfunctions may
interfere with the processing of shareholder or other transactions, affect a
Fund’s ability to calculate its NAV, cause the release of private shareholder
information or confidential Fund information, impede trading, cause reputational
damage, and subject a Fund to regulatory fines, penalties or financial losses,
reimbursement or other compensation costs, and additional compliance costs.
Cyber-attacks or technical malfunctions may render records of Fund assets and
transactions, shareholder ownership of Shares, and other data integral to the
functioning of a Fund inaccessible or inaccurate or incomplete. A Fund also may
incur substantial costs for cybersecurity risk management to prevent cyber
incidents in the future. A Fund and its respective shareholders could be
negatively impacted as a result.
•Depositary
Receipts Risk (Income
ETF and Energy Income ETF only).
ADRs, GDRs, and IDRs are certificates evidencing ownership of shares of a
foreign issuer and are alternatives to directly purchasing the underlying
foreign securities in their national markets and currencies. However, they
continue to be subject to many of the risks associated with investing directly
in foreign securities. These risks include the political and economic risks of
the underlying issuer’s country, as well as in the case of depositary receipts
traded on non-U.S. markets, exchange risk. The issuer of a sponsored receipt
typically bears certain expenses of maintaining the depositary receipt facility.
Issuers of unsponsored ADRs are not contractually obligated to disclose material
information in the U.S., so there may not be a correlation between such
information and the market value of the unsponsored ADR. Depositary receipts are
also subject to the risks of investing in foreign securities.
•Dividend
Paying Security Risk (Income
ETF only).
Securities that pay high dividends as a group can fall out of favor with the
market, causing these companies to underperform companies that do not pay high
dividends. Also, companies owned by the Fund that have historically paid a
dividend may reduce or discontinue their dividends, thus reducing the yield of
the Fund.
•Environmental,
Social, Governance Risk (ESG
ETF only). Applying
ESG and sustainability criteria to the investment process may exclude securities
of certain issuers for non-investment reasons and therefore the Fund may forgo
some market opportunities available to funds that do not use ESG or
sustainability criteria. The Fund’s incorporation of ESG considerations may
affect its exposure to certain sectors and/or types of investments, and may
adversely impact the Fund’s performance depending on whether such sectors or
investments are in or out of favor in the market. In addition, the Fund’s
investments in certain companies may be susceptible to various factors that may
impact their businesses or operations, including costs associated with
government budgetary constraints that impact publicly funded projects and clean
energy initiatives, the effects of general economic conditions throughout the
world, increased competition from other providers of services, unfavorable tax
laws or accounting policies and high leverage.
•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; and global or regional political, economic 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.
The
respiratory illness COVID-19 has spread globally for over two years, resulting
in a global pandemic and major disruption to economies and markets around the
world, including the United States. During this time, financial markets have
experienced extreme volatility and severe losses, and trading in many
instruments has been disrupted or suspended. Liquidity for many instruments has
been greatly reduced for periods of time. Some sectors of the economy and
individual issuers have experienced particularly large losses. Governments and
central banks, including the Federal Reserve in the U.S., have taken
extraordinary and unprecedented actions to support local and global economies
and the financial markets. The impact of these measures, and whether they will
be effective to mitigate the economic and market disruption, will not be known
for some time. However, the rapid COVID-19 vaccination rollout in the United
States and certain other developed countries, coupled with the passage of
stimulus programs in the U.S. and abroad, have resulted in the re-opening of
businesses, a reduction in quarantine and masking requirements, increased
consumer demand, and the resumption of in-person schooling, travel and events.
As a result, many global economies, including the U.S. economy, have either
re-opened fully or decreased significantly the number of public safety measures
in place that are designed to mitigate virus transmission. Despite these
positive trends, the prevalence of new COVID-19 variants, a failure to achieve
herd immunity, or other unforeseen circumstances may result in the continued
spread of the virus throughout unvaccinated populations or a resurgence in
infections among vaccinated individuals. As a result, it remains unclear if
recent positive trends will continue in developed markets and whether such
trends will spread world-wide to countries with limited access to effective
vaccines that are still experiencing rising COVID-19 hospitalizations and
deaths.
•ETF
Risks.
Each Fund is an ETF and, as a result of its structure, 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 APs. In
addition, there may be a limited number of market makers and/or liquidity
providers in the marketplace. Shares may trade at a material discount to NAV and
possibly face delisting if either: (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 Risk.
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 also will incur the cost of
the difference between the price at which an investor is willing to buy Shares
(the “bid” price) and the price at which an investor is willing to sell Shares
(the “ask” price). This difference in bid and ask prices is often referred to as
the “spread” or “bid/ask spread.” The bid/ask spread varies over time for Shares
based on trading volume and market liquidity and is generally lower if Shares
have more trading volume and market liquidity and higher if Shares have little
trading volume and market liquidity. Further, a relatively small investor base
in the Fund, asset swings in the Fund and/or increased market volatility may
cause increased bid/ask spreads. Due to the costs of buying or selling Shares,
including bid/ask spreads, frequent trading of Shares may significantly reduce
investment results and an investment in Shares may not be advisable for
investors who anticipate regularly making small investments.
◦Shares
May Trade at Prices Other Than NAV Risk.
As with all ETFs, Shares may be bought and sold in the secondary market at
market prices. Although it is expected that the market price of Shares will
approximate the Fund’s NAV, there may be times when the market price of Shares
is more than the NAV intra-day (premium) or less than the NAV intra-day
(discount) due to supply and demand of Shares or during periods of market
volatility. This risk is heightened in times of market volatility or periods of
steep market declines and periods when there is limited trading activity for
Shares in the secondary market, in which case such premiums or discounts may be
significant. The market price of Shares during the trading day, like the price
of any exchange-traded security, includes a “bid/ask” spread charged by the
exchange specialist, market makers or other participants that trade Shares. In
times of severe market disruption, the bid/ask spread can increase
significantly. At those times, Shares are most likely to be traded at a discount
to NAV, and the discount is likely to be greatest when the price of Shares is
falling fastest, which may be the time that you most want to sell your Shares.
The Adviser believes that, under normal market conditions, large market price
discounts or premiums to NAV will not be sustained because of arbitrage
opportunities.
◦Trading
Risk.
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.
•Foreign
Securities Risk (AI
ETF and Energy Income ETF only).
Investments in non-U.S. securities involve certain risks that may not be present
with investments in U.S. securities. For example, investments in non-U.S.
securities may be subject to risk of loss due to foreign currency fluctuations
or to political or economic instability. There may be less information publicly
available about a non-U.S. issuer than a U.S. issuer. Non-U.S. issuers may be
subject to different accounting, auditing, financial reporting and investor
protection standards than U.S. issuers. Investments in non-U.S. securities may
be subject to withholding or other taxes and may be subject to additional
trading, settlement, custodial, and operational risks. With respect to certain
countries, there is the possibility of government intervention and expropriation
or nationalization of assets. Because legal systems differ, there also is the
possibility that it will be difficult to obtain or enforce legal judgments in
certain countries. Since foreign exchanges may be open on days when the Fund
does not price its shares, the value of the securities in the Fund’s portfolio
may change on days when shareholders will not be able to purchase or sell the
Fund’s shares. Conversely, Shares may trade on days when foreign exchanges are
closed. Each of these factors can make investments in the Fund more volatile and
potentially less liquid than other types of investments.
•Geographic
Investment Risk (Energy
Income ETF only).
To the extent the Fund invests a significant portion of its assets in the
securities of companies of a single country or region, it is more likely to be
impacted by events or conditions affecting that country or region. For example,
political and economic conditions and changes in regulatory, tax, or economic
policy in a country
could
significantly affect the market in that country and in surrounding or related
countries and have a negative impact on the Fund’s performance. Currency
developments or restrictions, political and social instability, and changing
economic conditions have resulted in significant market volatility.
◦Europe-Specific
Risk.
The economies of Europe are highly dependent upon each other, both as key
trading partners and as in many cases as fellow members maintaining the euro.
Reduction in trading activity among European countries may cause an adverse
impact on each nation’s individual economies. European countries that are part
of the Economic and Monetary Union of the EU are required to comply with
restrictions on inflation rates, deficits, interest rates, debt levels, and
fiscal and monetary controls, each of which may significantly affect every
country in Europe. Decreasing imports or exports, changes in governmental or EU
regulations on trade, changes in the exchange rate of the euro, the default or
threat of default by an EU member country on its sovereign debt, and recessions
in an EU member country may have a significant adverse effect on the economies
of EU member countries and their trading partners.
The
European financial markets have recently experienced volatility and adverse
trends due to concerns about rising government debt levels of several European
countries, including Greece, Spain, Ireland, Italy, and Portugal. These events
have adversely affected the exchange rate of the euro and may continue to
significantly affect every country in Europe. For some countries, the ability to
repay sovereign debt is in question, and default is possible, which could affect
their ability to borrow in the future. For example, Greece has been required to
impose harsh austerity measures on its population to receive financial aid from
the International Monetary Fund and EU member countries. These austerity
measures have also led to social uprisings within Greece, as citizens have
protested – at times violently – the actions of their government. The
persistence of these factors may seriously reduce the economic performance of
Greece and pose serious risks for the country’s economy in the future.
Furthermore, there is the possibility of contagion that could occur if one
country defaults on its debt, and that a default in one country could trigger
declines and possible additional defaults in other countries in the region.
Responses
to the financial problems by European governments, central banks and others,
including austerity measures and reforms, may not work, may result in social
unrest and may limit future growth and economic recovery or have other
unintended consequences. Further defaults or restructurings by governments and
other entities of their debt could have additional adverse effects on economies,
financial markets, and asset valuations around the world. In addition, one or
more countries may abandon the euro, the common currency of the EU, and/or
withdraw from the EU alongside the UK, as discussed below. The impact of these
actions, especially if they occur in a disorderly fashion, is not clear but
could be significant and far-reaching.
In
addition, on January 31, 2020, the UK formally withdrew from the EU (commonly
referred to as “Brexit”) and entered an 11-month transition period, which
concluded on December 31, 2020, with the UK leaving the EU single market and
customs union under the terms of a new trade agreement. The agreement governs
the new relationship between the UK and EU with respect to trading goods and
services, but critical aspects of the relationship remain unresolved and subject
to further negotiation and agreement. There is still considerable uncertainty
relating to the potential consequences associated with the UK’s exit and whether
its exit will increase the likelihood of other countries also departing the EU.
Any exits from the EU, or the possibility of such exits, may have a significant
impact on the UK, Europe, and global economies, which may result in increased
volatility and illiquidity, new legal and regulatory uncertainties and
potentially lower economic growth for these economies that could potentially
have an adverse effect on the value of the Fund’s investments. In addition, the
UK has been a target of terrorism in the past. Acts of terrorism in Europe or
the UK or against such countries’ interests abroad may cause uncertainty in the
European or UK financial markets and adversely affect the performance of the
issuers to which the Fund has exposure.
•Growth
Investing Risk (AI
ETF only). Growth
stocks can be volatile for several reasons. Since those companies usually invest
a high portion of earnings in their businesses, they may lack the dividends of
value stocks that can cushion stock prices in a falling market. The prices of
growth stocks are based largely on projections of the issuer’s future earnings
and revenues. If a company’s earnings or revenues fall short of expectations,
its stock price may fall dramatically. Growth stocks may be more expensive
relative to their earnings or assets compared to value or other
stocks.
•Information
Technology Sector Risk (AI
ETF only).
Information Technology companies are characterized by periodic new product
introductions, innovations and evolving industry standards, and, as a result,
face intense competition, both domestically and internationally, which may have
an adverse effect on profit margins. Companies in the Information Technology
Sector are often smaller and less experienced companies and may be subject to
greater risks than larger companies; these risks may be heightened for
information technology companies in foreign markets. Information technology
companies may have limited product lines, markets, financial resources or
personnel. The products of information technology companies may face product
obsolescence due to rapid technological developments and frequent new product
introduction, changes in consumer and business purchasing patterns,
unpredictable changes in growth rates and competition for the services of
qualified personnel. In addition, a rising interest rate environment tends to
negatively affect companies in the Information Technology Sector because, in
such an
environment,
those companies with high market valuations may appear less attractive to
investors, which may cause sharp decreases in the companies’ market prices.
Companies in the Information Technology Sector are heavily dependent on patent
and intellectual property rights. The loss or impairment of these rights may
adversely affect the profitability of these companies. The Information
Technology Sector may also be adversely affected by changes or trends in
commodity prices, which may be influenced or characterized by unpredictable
factors. Finally, while all companies may be susceptible to network security
breaches, certain companies in the Information Technology Sector may be
particular targets of hacking and potential theft of proprietary or consumer
information or disruptions in service, which could have a material adverse
effect on their businesses.
•IPO
Risk (AI
ETF Only).
The Fund may invest in companies that have recently completed an initial public
offering. The stocks of such companies are unseasoned equities lacking a trading
history, a track record of reporting to investors, and widely available research
coverage. IPOs are thus often subject to extreme price volatility and
speculative trading. These stocks may have above-average price appreciation in
connection with the IPO. In addition, IPOs share similar illiquidity risks of
private equity and venture capital. The free float shares held by the public in
an IPO are typically a small percentage of the market capitalization. The
ownership of many IPOs often include large holdings by venture capital and
private equity investors who seek to sell their shares in the public market in
the months following an IPO when shares restricted by lock-up are released,
causing greater volatility and possible downward pressure during the time that
locked-up shares are released.
•Limited
Operating History Risk (Income
ETF only).
Each
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
skill of the Adviser and Sub-Adviser will play a significant role in the
respective Fund’s ability to achieve its investment objective. A Fund’s ability
to achieve its investment objective depends on the ability of the Adviser and
respective Sub-Adviser to correctly identify economic trends, especially with
regard to accurately forecasting projected dividend and growth rates and
inflationary and deflationary periods. In addition, a Fund’s ability to achieve
its investment objective depends on the Adviser’s and respective Sub-Adviser’s
ability to select stocks, particularly in volatile stock markets. The Adviser
and respective Sub-Adviser could be incorrect in its analysis of industries,
companies’ projected dividends and growth rates and the relative attractiveness
of value stocks and other matters. In addition, the Adviser’s and respective
Sub-Adviser’s stop loss and goal setting process may not perform as expected,
which may negatively impact a Fund.
•Market
Capitalization Risk.
◦Large-Capitalization
Investing Risk.
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 also may be unable to respond
quickly to new competitive challenges, such as changes in technology and
consumer tastes.
◦Mid-Capitalization
Investing Risk (AI ETF, Income ETF, and Energy Income ETF only).
The
securities of mid-capitalization companies may be more vulnerable to adverse
issuer, market, political, or economic developments than securities of
large-capitalization companies. The securities of mid-capitalization companies
generally trade in lower volumes and are subject to greater and more
unpredictable price changes than large-capitalization stocks or the stock market
as a whole. Some 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 Risk (AI ETF, Income ETF, and Energy Income ETF only).
The securities of small-capitalization companies may be more vulnerable to
adverse issuer, market, political, or economic developments than securities of
larger-capitalization companies. The securities of small-capitalization
companies generally trade in lower volumes and are subject to greater and more
unpredictable price changes than larger capitalization stocks or the stock
market as a whole. Some small-capitalization companies have limited product
lines, markets, and financial and managerial resources and tend to concentrate
on fewer geographical markets relative to larger capitalization companies. There
is typically less publicly available information concerning
smaller-capitalization companies than for larger, more established companies.
Small-capitalization companies also may be particularly sensitive to changes in
interest rates, government regulation, borrowing costs and earnings.
•Market
Risk. The
trading prices of securities and other instruments fluctuate in response to a
variety of factors. These factors include events impacting the entire market or
specific market segments, such as political, market and economic developments,
as well as events that impact specific issuers. The Fund’s NAV and market price,
like security and commodity prices generally, may fluctuate significantly in
response to these and other factors. As a result, an investor could lose money
over short or long periods of time. U.S. and international markets have
experienced significant periods of volatility in recent years due to a number of
these factors, including the impact of the COVID-19 pandemic and related public
health issues, growth concerns in the U.S. and overseas, uncertainties regarding
interest rates, trade tensions and the threat of tariffs imposed by the U.S. and
other countries. 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.
These developments as well as other events could result in further market
volatility and negatively affect financial asset prices, the liquidity of
certain securities and the normal operations of securities exchanges and other
markets. It is unknown how long circumstances related to the COVID-19 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.
•New
Issuer Risk (AI
ETF only).
The market value of shares of newly-public companies may fluctuate considerably
due to limited information about a company’s business model, quality of
management, earnings growth potential, and other criteria used to evaluate its
investment prospects. Accordingly, investments in shares of new issuers involve
greater risks than investments in shares of companies that have traded publicly
on an exchange for extended periods of time.
•New
Fund Risk (Energy
Income ETF only).
The Fund is a recently organized investment company with no operating history.
As a result, prospective investors have no track record or history on which to
base their investment decision. Moreover, investors will not be able to evaluate
the Fund against one or more comparable funds on the basis of relative
performance until the Fund has established a track record.
•Non-Diversification
Risk (All
Funds except ESG ETF).
Because each Fund is “non-diversified,” it may invest a greater percentage of
its assets in the securities of a single issuer or a lesser number of issuers
than if it was a diversified fund. As a result, a Fund may be more exposed to
the risks associated with and developments affecting an individual issuer or a
lesser number of issuers than a fund that invests more widely. This may increase
a Fund’s volatility and cause the performance of a relatively small number of
issuers to have a greater impact on such Fund’s performance.
•Tax
Risk (Income
ETF only).
To qualify for the favorable tax treatment generally available to a RIC within
the meaning of Subchapter M of the Code, the Fund must satisfy, among other
requirements described in the SAI, certain diversification requirements. Given
the concentration of the Fund’s investments in a relatively small number of
securities, it may not always be possible for the Fund to fully implement its
investment strategy while satisfying these diversification requirements. The
Fund’s efforts to pursue its investment strategy may cause it inadvertently to
fail to satisfy the diversification requirements. If the Fund were to fail to
satisfy the diversification requirements, it could be eligible for relief
provisions if the failure is due to reasonable cause and not willful neglect and
if a penalty tax is paid with respect to each failure to satisfy the applicable
requirements. Additionally, relief is provided for certain de minimis failures
of the diversification requirements where the Fund corrects the failure within a
specified period. If the Fund were to fail to qualify as a RIC for a tax year,
and the relief provisions are not available, it would be taxed in the same
manner as an ordinary corporation, and distributions to its shareholders would
not be deductible by the Fund in computing its taxable income. In such case, its
shareholders would be taxed as if they received ordinary dividends, although
corporate shareholders could be eligible for the dividends received deduction
(subject to certain limitations) and individuals may be able to benefit from the
lower tax rates available to qualified dividend income. In addition, the Fund
could be required to recognize unrealized gains, pay substantial taxes and
interest, and make substantial distributions before requalifying as a
RIC.
•Utilities
Sector Risk (Energy
Income ETF only).
The Fund intends to concentrate its investments in the Utilities Industry Group
within the Utilities Sector.
◦Utilities
Industry Group Risk.
As a result of the Fund’s concentration in the Utilities Industry Group, the
Fund is subject to legislative or regulatory changes, adverse market conditions
and/or increased competition affecting companies in such industry group. The
prices of the securities of companies in the Utilities Industry Group may
fluctuate widely due to both federal and state regulations governing rates of
return and services that may be offered, fierce competition for market share,
and competitive challenges in the U.S. from foreign competitors engaged in
strategic joint ventures with U.S. companies, and in foreign markets from both
U.S. and foreign competitors. The prices of the securities of Utilities Industry
Group may fluctuate widely due to government regulation; the effect of interest
rates on capital financing; competitive pressures due to deregulation in the
utilities industry; supply and demand for services; increased sensitivity to the
cost of natural resources required for energy production; and environmental
factors such as conservation of natural resources or pollution control.
•Value
Investing Risk (Income
ETF only).
Because
the Fund may utilize a value style of investing, the Fund could suffer losses or
produce poor results relative to other funds, even in a rising market, if the
Adviser’s or Sub-Adviser’s assessment of a company’s value or prospects for
exceeding earnings expectations or market conditions is incorrect.
PORTFOLIO
HOLDINGS INFORMATION
Information
about each Fund’s daily portfolio holdings is available at www.true-shares.com.
A complete description of the Funds’ policies and procedures with respect to the
disclosure of the Funds’ portfolio holdings is available in the Funds’ Statement
of Additional Information (the “SAI”).
MANAGEMENT
Investment
Adviser
TrueMark
Investments, LLC, a Delaware limited liability company located at 433 West Van
Buren Street, 1150-E, Chicago, Illinois 60607, serves as the investment adviser
for each Fund. The Adviser, subject to the oversight of the Board, provides an
investment management program and co-manages each Fund. The Adviser also
arranges for transfer agency, custody, fund administration, distribution and all
other services necessary for each Fund to operate. An SEC-registered investment
adviser formed in 2019, the Adviser is majority owned by the TrueMark Group,
LLC, which in turn is controlled by Michael Loukas, Jordan Fletcher and Jordan
Waldrep.
The
Adviser continuously reviews, supervises, and administers each Fund’s investment
program. In particular, the Adviser provides investment and operational
oversight of each Sub-Adviser. The Board supervises the Adviser and establishes
policies that the Adviser must follow in its day-to-day management activities.
For the services it provides to the Funds, the Adviser is entitled to a unified
management fee, which is calculated daily and paid monthly, at an annual rate
based on each Fund’s average daily net assets as set forth in the table below.
|
|
|
|
| |
Fund |
Management
Fee |
TrueShares
Technology, AI & Deep Learning ETF |
0.68% |
TrueShares
ESG Active Opportunities ETF |
0.58% |
TrueShares
Low Volatility Equity Income ETF |
0.65% |
TrueShares
Eagle Global Renewable Energy Income ETF |
0.75% |
Pursuant
to an investment advisory agreement between the Trust, on behalf of each Fund,
and the Adviser (the “Advisory Agreement”), the Adviser has agreed to pay all
expenses of the Funds except the fee payable to the Adviser under the Advisory
Agreement, interest charges on any borrowings, dividends and other expenses on
securities sold short, taxes, brokerage commissions and other expenses incurred
in placing orders for the purchase and sale of securities and other investment
instruments, acquired fund fees and expenses, accrued deferred tax liability,
extraordinary expenses, and distribution (12b-1) fees and expenses (if any). The
Adviser, in turn, compensates each Sub-Adviser from the management fee it
receives.
A
discussion of the basis for the Board’s approval of the continuation of the
Advisory Agreement with respect to the AI ETF, ESG ETF, and Income ETF is
available in the Funds’ Annual
Report to Shareholders
for the period ended December 31, 2022. A discussion of the basis for the
Board’s approval of the Advisory Agreement with respect to the Energy Income ETF
is available in the Funds’ Annual
Report
to Shareholders
for the period ended December 31, 2022.
Sub-Advisers
Black
Hill Capital Partners, LLC (AI ETF)
Black
Hill Capital Partners, LLC, a Delaware limited liability company located at 101
California Street, San Francisco, California 94111, is responsible for the
day-to-day management of the AI ETF, subject to the supervision of the Adviser
and the Board. The Sub-Adviser is an SEC-registered investment adviser formed in
1999, the Sub-Adviser is majority owned by Sangbum Kim. Black Hill provides
advisory services to ETFs, including the AI ETF.
Black
Hill is responsible for trading the Fund’s portfolio investments, including
selecting broker-dealers to execute purchase and sale transactions. For its
services, the Sub-Adviser is entitled to a fee payable by the Adviser, which fee
is 50% of the Adviser’s net profits (“Net Profits”). Net Profits are calculated
as follows: the Adviser’s Fees received from the AI ETF during a fiscal period,
less interest charges on any borrowings, dividends and other expenses on
securities sold short, taxes, brokerage commissions and other expenses incurred
in placing orders for the purchase and sale of securities and other investment
instruments, acquired fund fees and expenses, accrued deferred tax liability,
extraordinary expenses, and distribution (12b‑1) fees and expenses (if any).
A
discussion of the basis for the Board’s approval of the continuation of the
Sub-Advisory Agreement with Black Hill is available in the Funds’ Annual
Report to Shareholders
for the period ended December 31, 2022.
Opal
Capital LLC (Income ETF)
Opal
Capital LLC, a Florida limited liability company located at 1900 Glades Road,
Suite 500, Boca Raton, Florida 33431, co-manages the day-to-day investment of
the Fund’s assets, subject to the supervision of the Adviser and the Board. The
Sub-Adviser is an SEC-registered investment adviser formed in 2022. Opal is an
affiliate of the Fund’s previous sub-adviser, Titleist Asset Management, Ltd.,
and is controlled by Austin Graff and Gery Sadzewicz.
Opal
is responsible for trading the Fund’s portfolio investments, including selecting
broker-dealers to execute purchase and sale transactions. For its services, Opal
is entitled to a fee payable by the Adviser, which is based on the net profits
of the Fund (the total management fees received by the Adviser after Fund
expenses) and calculated as follows:
|
|
|
|
| |
Opal
Profit Percentage |
TrueMark
Profit Percentage |
70% |
30% |
A
discussion of the basis for the Board’s approval of the Sub-Advisory Agreement
with Opal is available in the Funds’ Annual
Report to Shareholders
for the period ended December 31, 2022.
Prior
to November 7, 2022, Titleist Asset Management, Ltd, served as sub-adviser to
the Fund. Titleist was entitled to a fee paid by the Adviser, which is based on
the net profits of the Fund (the total management fees received by the Adviser
after Fund expenses) and calculated as follows:
|
|
|
|
|
|
|
| |
Net
Daily Average AUM |
Titleist
Profit Percentage |
TrueMark
Profit Percentage |
less
than $75 Million |
75% |
25% |
$75
Million but less than $150 Million |
65% |
35% |
greater
than $150 Million |
50% |
50% |
Eagle
Global Advisors, LLC (Energy Income ETF)
Eagle
Global Advisors, LLC, a Texas limited liability company located at 1330 Post Oak
Boulevard, Suite 3000, Houston, Texas 77056, is responsible for the day-to-day
management of the Fund, subject to the supervision of the Adviser and the Board.
The Sub-Adviser is an SEC-registered investment adviser formed in 1996, Eagle
Global is majority owned by Edward Allen and Steven Russo. Eagle Global provides
advisory services to institutions, wealth advisers, family offices, high net
worth individuals, and mutual funds.
Eagle
Global is responsible for trading the Fund’s portfolio investments, including
selecting broker-dealers to execute purchase and sale transactions. For its
services, Eagle Global is entitled to a fee, paid by the Adviser, equal to 50%
of the net profits of the Fund (the total management fees received by the
Adviser after Fund expenses) calculated monthly.
A
discussion of the basis for the Board’s approval of the Sub-Advisory Agreement
with Eagle Global is available in the Funds’ Annual
Report to Shareholders
for the period ended December 31, 2022.
Manager
of Managers Structure for Energy Income ETF
The
Fund and the Adviser intend to apply for exemptive relief from the SEC
permitting the Adviser (subject to certain conditions and the approval of the
Board to change or select new sub-advisers without obtaining shareholder
approval. The relief would 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. Unless and
until such exemptive relief is granted and the Fund’s reliance on such relief is
approved by Fund shareholders, shareholder approval will be required for changes
in a sub-adviser agreement or for the addition of a new
sub-adviser.
Portfolio
Managers
The
individuals identified below are responsible for day-to-day management of a
Fund’s portfolio, as indicated in the below table.
|
|
|
|
| |
Fund |
Portfolio
Managers |
TrueShares
Technology, AI & Deep Learning ETF |
Sangbum
Kim |
TrueShares
ESG Active Opportunities ETF |
Michael
Loukas |
TrueShares
Low Volatility Equity Income ETF |
Austin
Graff |
TrueShares
Eagle Global Renewable Energy Income ETF |
Michael
Cerasoli, Alex Meier, and Steven S. Russo |
Michael
Loukas founded the Adviser in September 2019 and brings over 20 years of
industry experience to the Adviser. Previously, he served as President and CEO
of USA Mutuals, where he was directly responsible for executing the company’s
strategic vision on a day to day basis. Mr. Loukas was also a founding Principal
and CEO of WaveFront Capital Management, an institutional investment advisor
that specializes in Emerging Markets and China. Over the course of his career,
he has held similar leadership roles at several other alternative investment
firms including Evolution Realty Capital, Thompson National Properties, the
Kelmoore Investment Company, and Security Benefit. Mr. Loukas began his career
with Morgan Stanley Dean Witter and also worked as an institutional equity
salesman for CIBC Oppenheimer prior to moving into the registered investment
company space. Mr. Loukas received a Bachelor of Arts in Government &
International Politics with a minor in Economics from Bowdoin
College.
Sangbum
Kim has been in the investment management industry for over 25 years,
specializing in investment, research and analysis of secular growth companies,
largely in technology related sectors. Prior to founding BH Capital Partners,
Mr. Kim was a Senior Analyst at Amerindo Investment Advisors, a top-tier Wall
Street investment management company that focused on investing in long term
secular growth companies in the science and technology sectors. During his
tenure at Amerindo, in addition to covering newly public
companies,
he was also active in analyzing and investing in late stage private companies.
Prior to his financial career, Mr. Kim acquired first-hand knowledge in
designing large scale, real-time software and communication systems as a Systems
Analyst/Consultant at Teledyne Browne Engineering and a Software Systems
Engineer at Raytheon Corporation. He received a BS in Bio-Medical Engineering; a
MS in Computer Engineering from Boston University; and a MS in Management from
the Sloan School of Management at MIT.
Austin
Graff is the Founder, Chief Executive Officer and Chief Investment Officer of
Opal Capital. He also serves as the Co-Chief Investment Officer at Titleist
Asset Management. Mr. Graff was a senior vice president and portfolio manager at
PIMCO where he co-managed a suite of global dividend strategies from 2012-2015.
Before PIMCO, he was a vice president in investment banking at Goldman Sachs
where he advised infrastructure, industrial, and financial institution clients
on strategic transactions and restructuring deals totaling more than $40
billion. Mr. Graff started his career in finance as a financial analyst at the
Indiana Finance Authority where he worked on multiple transformational projects,
helping to finance key initiatives for state and local governments. He holds an
MBA from the Krannert School of Management at Purdue University and a bachelor’s
degree from Purdue University, and earned the Chartered Financial Analyst (CFA)
designation in 2012.
Michael
Cerasoli is a Portfolio Manager, Energy Infrastructure Strategies, for Eagle
Global. He leads the Renewables effort at the Eagle Global, including the
development of active and passive strategies, and portfolio management. Mr.
Cerasoli also serves as Co-Head of the Eagle Energy Infrastructure team and
Co-Chair of the Energy Infrastructure Investment Committee. He shares Portfolio
Manager responsibilities for the firm’s Energy Infrastructure strategies. Prior
to joining Eagle Global in May 2014, Mr. Cerasoli was employed by Goldman,
Sachs & Co. for ten years, where he covered MLPs for seven years and
small/mid cap Oil Services for three years. He was recognized as an
“Up-and-Comer” by Institutional Investor Magazine in 2009. Prior to his tenure
at Goldman, Mr. Cerasoli worked for three years as a sell-side equity
trader at various Wall Street firms. He earned bachelor’s degrees in Economics
and History from Union College, and an MBA from the Hagan School of Business at
Iona College. Mr. Cerasoli holds the Chartered Financial Analyst designation.
Alex
Meier is a Portfolio Manager, Energy Infrastructure Strategies, for Eagle
Global. He serves as Co-Head of the Eagle Energy Infrastructure Team and
Co-Chair of the Energy Infrastructure Investment Committee. Mr. Meier shares
Portfolio Manager responsibilities for the firm’s Energy Infrastructure
strategies. Prior to joining Eagle Global in 2013, he was employed by Waterfront
Capital Partners as a Portfolio Manager focusing on Exploration &
Production, Midstream & Utilities. Prior to his tenure at Waterfront, Mr.
Meier was a Managing Director at Zimmer Lucas Capital, focused on E&P, MLP
and utility securities. Other past work experience includes corporate
development and financial planning at UniSource Energy and investment banking at
Lehman Brothers. Mr. Meier earned a bachelor’s degree in Economics from the
University of Chicago.
Steven
S. Russo is a co-founder and Senior Partner for Eagle Global. He serves as a
Portfolio Manager and Director of Client Service and is a member of the
investment committees for the firm’s strategies. Mr. Russo is also a
Relationship Manager for a variety of institutional and high net worth clients.
Prior to founding Eagle Global, he was employed by Eagle Management & Trust
Company and Criterion Investment Management Company. Mr. Russo earned a
bachelor’s degree in Finance from the University of Texas and an MBA from Rice
University. He also serves as a Board Member of the M.A. Wright Fund at Rice
University.
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.
Other
Service Providers
Foreside
Fund Services, LLC, a wholly-owned subsidiary of Foreside Financial Group, LLC
(doing business as ACA Group), (the “Distributor”) is the principal underwriter
and distributor of each Fund’s shares. The Distributor’s principal address is
Three Canal Plaza, Suite 100, Portland, ME 04101. The Distributor will not
distribute Shares in less than a whole Creation Unit, and it does not maintain a
secondary market in the Shares. The Distributor is a broker-dealer registered
under the Securities Exchange Act of 1934 and a member of the Financial Industry
Regulatory Authority, Inc. (“FINRA”). The Distributor has no role in determining
the policies of the Funds or the securities that are purchased or sold by the
Funds and is not affiliated with the Adviser, Sub-Advisers, or any of their
respective affiliates.
U.S.
Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services,
located at 615 East Michigan Street, Milwaukee, Wisconsin 53202, serves as the
administrator and transfer agent for the Funds.
U.S.
Bank National Association, located at 1555 North Rivercenter Drive, Suite 302,
Milwaukee, Wisconsin 53212, serves as the custodian for the Funds.
Morgan,
Lewis & Bockius LLP, located at 1111 Pennsylvania Avenue, N.W., Washington,
D.C. 20004, serves as legal counsel to the Trust.
Cohen
& Company, Ltd., located at 1350 Euclid Avenue, Suite 800, Cleveland, Ohio
44115, serves as the Funds’ independent registered public accounting firm. The
independent registered public accounting firm is responsible for auditing the
annual financial statements of the Funds.
HOW
TO BUY AND SELL SHARES
Each
Fund issues and redeems Shares only in Creation Units at the NAV per share next
determined after receipt of an order from an AP. Only APs may acquire Shares
directly from a Fund, and only APs may tender their Shares for redemption
directly to a Fund, at NAV. APs must be a member or participant of a clearing
agency registered with the SEC and must execute a Participant Agreement that has
been agreed to by the Distributor, and that has been accepted by the Funds’
transfer agent, with respect to purchases and redemptions of Creation Units.
Once created, Shares trade in the secondary market in quantities less than a
Creation Unit.
Most
investors buy and sell Shares in secondary market transactions through brokers.
Individual Shares are listed for trading on the secondary market on the Exchange
and can be bought and sold throughout the trading day like other publicly traded
securities.
When
buying or selling Shares through a broker, you will incur customary brokerage
commissions and charges, and you may pay some or all of the spread between the
bid and the offer price in the secondary market on each leg of a round trip
(purchase and sale) transaction. In addition, because secondary market
transactions occur at market prices, you may pay more than NAV when you buy
Shares and receive less than NAV when you sell those Shares.
Book
Entry
Shares
are held in book-entry form, which means that no stock certificates are issued.
The Depository Trust Company (the “DTC”) or its nominee is the record owner of
all outstanding Shares.
Investors
owning Shares are beneficial owners as shown on the records of DTC or its
participants. DTC serves as the securities depository for all Shares. DTC’s
participants include securities brokers and dealers, banks, trust companies,
clearing corporations and other institutions that directly or indirectly
maintain a custodial relationship with DTC. As a beneficial owner of Shares, you
are not entitled to receive physical delivery of stock certificates or to have
Shares registered in your name, and you are not considered a registered owner of
Shares. Therefore, to exercise any right as an owner of Shares, you must rely
upon the procedures of DTC and its participants. These procedures are the same
as those that apply to any other securities that you hold in book entry or
“street name” through your brokerage account.
Frequent
Purchases and Redemptions of Shares
The
Funds impose no restrictions on the frequency of purchases and redemptions of
Shares. In determining not to approve a written, established policy, the Board
evaluated the risks of market timing activities by Fund shareholders. Purchases
and redemptions by APs, who are the only parties that may purchase or redeem
Shares directly from the Funds, are an essential part of the ETF process and
help keep Share trading prices in line with NAV. As such, the Funds accommodate
frequent purchases and redemptions by APs. However, frequent purchases and
redemptions for cash may increase tracking error and portfolio transaction costs
and lead to the realization of capital gains. The Funds’ fair valuation of their
holdings consistent with the 1940 Act and Rule 2a-5 thereunder and their ability
to impose transaction fees on purchases and redemptions of Creation Units to
cover the custodial and other costs incurred by the Funds in effecting trades
help to minimize the potential adverse consequences of frequent purchases and
redemptions.
Determination
of Net Asset Value
Each
Fund’s NAV is calculated as of the scheduled close of regular trading on the New
York Stock Exchange (the “NYSE”), generally 4:00 p.m. Eastern time, each day the
NYSE is open for business. The NAV for a Fund is calculated by dividing the
applicable Fund’s net assets by its Shares outstanding.
In
calculating its NAV, each Fund generally values its assets on the basis of
market quotations, last sale prices, or estimates of value furnished by a
pricing service or brokers who make markets in such instruments. For example, a
Fund generally values equity securities at their readily available market
quotations. If such information is not available for an investment held by a
Fund or is determined to be unreliable, the investment 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 Funds
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
investments whose market prices are not “readily available” or are deemed to be
unreliable. For example, such circumstances may arise when: (i) an investment
has been de-listed or has had its trading halted or suspended; (ii) an
investment’s primary pricing source is unable or unwilling to provide a price;
(iii) an investment’s primary trading market is closed during regular market
hours; or (iv) an investment’s value is materially affected by events occurring
after the close of the investment’s primary trading market. Generally, when fair
valuing an investment held by a 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
investment, general and/or specific market conditions and the specific facts
giving rise to the need to fair value the investment. 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 determined 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, a Fund may not be
able to obtain the fair value assigned to an investment if the Fund were to sell
such investment at or near the time its fair value is determined.
Investments
by Registered Investment Companies
Section
12(d)(1) of the 1940 Act and the rules thereunder restrict investments by
registered investment companies in the securities of other investment companies.
Registered investment companies are permitted to invest in a Fund beyond the
limits set forth in section 12(d)(1), subject to certain terms and conditions,
including that such investment companies enter into an agreement with the
Funds.
Delivery
of Shareholder Documents – Householding
Householding
is an option available to certain investors of the Funds. Householding is a
method of delivery, based on the preference of the individual investor, in which
a single copy of certain shareholder documents can be delivered to investors who
share the same address, even if their accounts are registered under different
names. Householding for the Funds is available through certain broker-dealers.
If you are interested in enrolling in householding and receiving a single copy
of prospectuses and other shareholder documents, please contact your
broker-dealer. If you are currently enrolled in householding and wish to change
your householding status, please contact your broker-dealer.
DIVIDENDS,
DISTRIBUTIONS, AND TAXES
Dividends
and Distributions
The
AI ETF and ESG ETF intend to pay out dividends, if any, and distribute any net
realized capital gains to its respective shareholders at least annually. The
Income ETF and Energy Income ETF intends to pay out dividends quarterly, if any,
and distribute any net realized capital gains to its shareholders at least
annually. Each Fund will declare and pay capital gain distributions, if any, in
cash. Distributions in cash may be reinvested automatically in additional whole
Shares only if the broker through whom you purchased Shares makes such option
available. Your broker is responsible for distributing the income and capital
gain distributions to you.
Taxes
The
following discussion is a summary of some important U.S. federal income tax
considerations generally applicable to investments in the Funds. Your investment
in a Fund may have other tax implications. Please consult your tax advisor about
the tax consequences of an investment in Shares, including the possible
application of foreign, state, and local tax laws. 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.
Each
Fund has elected (or intends to elect) and intends to qualify each year for
treatment as a RIC. If it meets certain minimum distribution requirements, a RIC
is not subject to tax at the fund level on income and gains from investments
that are timely distributed to shareholders. However, a Fund’s failure to
qualify as a RIC or to meet minimum distribution requirements would result (if
certain relief provisions were not available) in fund-level taxation and,
consequently, a reduction in income available for distribution to shareholders.
Unless
your investment in Shares is made through a tax-exempt entity or tax-advantaged
account, such as an IRA, you need to be aware of the possible tax consequences
when a Fund makes distributions, when you sell your Shares listed on the
Exchange, and when you purchase or redeem Creation Units (APs only).
Taxes
on Distributions
Each
Fund intends to distribute, at least annually, substantially all of its net
investment income and net capital gains. For federal income tax purposes,
distributions of investment income are generally taxable as ordinary income or
qualified dividend income. Taxes on distributions of capital gains (if any) are
determined by how long a Fund owned the investments that generated them, rather
than how long a shareholder has owned his or her Shares. Sales of assets held by
a Fund for more than one year generally result in long-term capital gains and
losses, and sales of assets held by a Fund for one year or less generally result
in short-term capital gains and losses. Distributions of a Fund’s net capital
gain (the excess of net long-term capital gains over net short-term capital
losses) that are reported by such Fund as capital gain dividends (“Capital Gain
Dividends”) will be taxable as long-term capital gains, which for non-corporate
shareholders are subject to tax at reduced rates of up to 20% (lower rates apply
to individuals in lower tax brackets). Distributions of short-term capital gain
will generally be taxable as ordinary income. Dividends and distributions are
generally taxable to you whether you receive them in cash or reinvest them in
additional Shares.
Distributions
reported by a Fund as “qualified dividend income” are generally taxed to
non-corporate shareholders at rates applicable to long-term capital gains,
provided certain holding period and other requirements are met. Qualified
dividend income generally is income derived from dividends paid by U.S.
corporations or certain foreign corporations that are either incorporated in a
U.S. possession or eligible for tax benefits under certain U.S. income tax
treaties. In addition, dividends that a Fund receives in respect of
stock
of certain foreign corporations may be qualified dividend income if that stock
is readily tradable on an established U.S. securities market. Corporate
shareholders may be entitled to a dividends received deduction for the portion
of dividends they receive from a Fund that are attributable to dividends
received by the Fund from U.S. corporations, subject to certain limitations. For
such dividends to be taxed as qualified dividend income to a non-corporate
shareholder, a Fund must satisfy certain holding period requirements with
respect to the underlying stock and the non-corporate shareholder must satisfy
holding period requirements with respect to his or her ownership of such Fund’s
Shares. Holding periods may be suspended for these purposes for stock that is
hedged.
Shortly
after the close of each calendar year, you will be informed of the amount and
character of any distributions received from a Fund.
In
general, your distributions are subject to federal income tax for the year in
which they are paid. Certain distributions paid in January, however, may be
treated as paid on December 31 of the prior year. Distributions are generally
taxable even if they are paid from income or gains earned by a Fund before your
investment (and thus were included in the Shares’ NAV when you purchased your
Shares).
You
may wish to avoid investing in a Fund shortly before a dividend or other
distribution, because such a distribution will generally be taxable even though
it may economically represent a return of a portion of your
investment.
If
you are neither a resident nor a citizen of the United States or if you are a
foreign entity, distributions (other than Capital Gain Dividends) paid to you by
a Fund will generally be subject to a U.S. withholding tax at the rate of 30%,
unless a lower treaty rate applies. Gains from the sale or other disposition of
your Shares from non-U.S. shareholders generally are not subject to U.S.
taxation, unless you are a nonresident alien individual who is physically
present in the U.S. for 183 days or more per year. A Fund may, under certain
circumstances, report all or a portion of a dividend as an “interest-related
dividend” or a “short-term capital gain dividend,” which would generally be
exempt from this 30% U.S. withholding tax, provided certain other requirements
are met. Different tax consequences may result if you are a foreign shareholder
engaged in a trade or business within the United States or if a tax treaty
applies.
A
Fund (or a financial intermediary, such as a broker, through which a shareholder
owns Shares) generally is required to withhold and remit to the U.S. Treasury a
percentage of the taxable distributions and sale 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 or exchange of Shares generally is treated as a long-term
capital gain or loss if Shares have been held for more than one year and as a
short-term capital gain or loss if Shares have been held for one year or less.
However, any capital loss on a sale of Shares held for six months or less is
treated as long-term capital loss to the extent of Capital Gain Dividends paid
with respect to such Shares. Any loss realized on a sale will be disallowed to
the extent Shares of a Fund are acquired, including through reinvestment of
dividends, within a 61-day period beginning 30 days before and ending 30 days
after the disposition of Shares. The ability to deduct capital losses may be
limited.
The
cost basis of Shares of a Fund acquired by purchase will generally be based on
the amount paid for the Shares and then may be subsequently adjusted for other
applicable transactions as required by the Code. The difference between the
selling price and the cost basis of Shares generally determines the amount of
the capital gain or loss realized on the sale or exchange of Shares. Contact the
broker through whom you purchased your Shares to obtain information with respect
to the available cost basis reporting methods and elections for your
account.
Taxes
on Purchases and Redemptions of Creation Units
An
AP having the U.S. dollar as its functional currency for U.S. federal income tax
purposes who exchanges securities for Creation Units generally recognizes a gain
or a loss. The gain or loss will be equal to the difference between the value of
the Creation Units at the time of the exchange and the exchanging AP’s aggregate
basis in the securities delivered plus the amount of any cash paid for the
Creation Units. An AP who exchanges Creation Units for securities will generally
recognize a gain or loss equal to the difference between the exchanging AP’s
basis in the Creation Units and the aggregate U.S. dollar market value of the
securities received, plus any cash received for such Creation Units. The
Internal Revenue Service may assert, however, that a loss that is realized upon
an exchange of securities for Creation Units may not be currently deducted under
the rules governing “wash sales” (for an AP who does not mark-to-market their
holdings) or on the basis that there has been no significant change in economic
position. APs exchanging securities should consult their own tax advisor with
respect to whether the wash sales rule applies and when a loss might be
deductible.
A
Fund may include a payment of cash in addition to, or in place of, the delivery
of a basket of securities upon the redemption of Creation Units. A Fund may sell
portfolio securities to obtain the cash needed to distribute redemption
proceeds. This may cause a Fund to recognize investment income and/or capital
gains or losses that it might not have recognized if it had completely satisfied
the
redemption
in-kind. As a result, a Fund may be less tax efficient if it includes such a
cash payment in the proceeds paid upon the redemption of Creation
Units.
Net
Investment Income Tax
U.S.
individuals with income exceeding specified thresholds are subject to a 3.8% tax
on all or a portion of their “net investment income,” which includes interest,
dividends, and certain capital gains (generally including capital gains
distributions and capital gains realized on the sale of Shares). This 3.8% tax
also applies to all or a portion of the undistributed net investment income of
certain shareholders that are estates and trusts.
Foreign
Investments by a Fund
The
Funds invest in foreign securities. Interest and other income received by a Fund
with respect to foreign securities may give rise to withholding and other taxes
imposed by foreign countries. Tax conventions between certain countries and the
United States may reduce or eliminate such taxes. If as of the close of a
taxable year more than 50% of the value of a Fund’s assets consists of certain
foreign stock or securities, each such Fund will be eligible to elect to “pass
through” to investors the amount of foreign income and similar taxes (including
withholding taxes) paid by such Fund during that taxable year. This means that
investors would be considered to have received as additional income their
respective shares of such foreign taxes, but may be entitled to either a
corresponding tax deduction in calculating taxable income, or, subject to
certain limitations, a credit in calculating federal income tax. If a Fund does
not so elect, each such Fund will be entitled to claim a deduction for certain
foreign taxes incurred by such Fund. A Fund (or a financial intermediary, such
as a broker, through which a shareholder owns Shares) will notify you if it
makes such an election and provide you with the information necessary to reflect
foreign taxes paid on your income tax return.
The
foregoing discussion summarizes some of the possible consequences under current
federal tax law of an investment in each Fund. It is not a substitute for
personal tax advice. You also may be subject to state and local tax on Fund
distributions and sales of Shares. Consult your personal tax advisor about the
potential tax consequences of an investment in Shares
under
all applicable tax laws. For more information, please see the section entitled
“Federal Income Taxes” in the SAI.
DISTRIBUTION
PLAN
The
Board has adopted a Distribution and Service Plan (the “Plan”) pursuant to Rule
12b-1 under the 1940 Act. In accordance with the Plan, each Fund is authorized
to pay an amount up to 0.25% of its average daily net assets each year for
certain distribution-related activities and shareholder services.
No
Rule 12b-1 fees are currently paid by the Funds, and there are no plans to
impose these fees. However, in the event Rule 12b-1 fees are charged in the
future, because the fees are paid out of Fund assets, over time these fees will
increase the cost of your investment and may cost you more than certain other
types of sales charges.
PREMIUM/DISCOUNT
INFORMATION
Information
regarding how often each Fund’s Shares traded on the Exchange at a price above
(i.e.,
at a premium) or below (i.e.,
at a discount) its NAV is available on the Funds’ website at
www.true-shares.com.
ADDITIONAL
NOTICES
Shares
are not sponsored, endorsed, or promoted by the Exchange. The Exchange is not
responsible for, nor has it participated in the determination of, the timing,
prices, or quantities of the Fund’s 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 the Fund’s Shares in
connection with the administration, marketing, or trading of the Fund’s
Shares.
Without
limiting any of the foregoing, in no event shall the Exchange have any liability
for any lost profits or indirect, punitive, special, or consequential damages
even if notified of the possibility thereof.
The
Adviser and the Funds make no representation or warranty, express or implied, to
the owners of the Funds’ Shares or any member of the public regarding the
advisability of investing in securities generally or in the Funds’ Shares
particularly.
FINANCIAL
HIGHLIGHTS
The
financial highlights table below shows the financial performance information for
each Fund’s five most recent fiscal years (or the life of a Fund, if shorter).
Certain information reflects financial results for a single share of a Fund. The
total returns in the table represent the rate that you would have earned or lost
on an investment in a Fund (assuming you reinvested all distributions). This
information has been audited by Cohen & Company, Ltd., the independent
registered public accounting firm of each Fund, whose report, along with each
Fund’s financial statements, is included in the Funds’ Annual
Report,
which is available upon request.
TrueShares
ETFs
Financial
Highlights
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|
|
|
| |
| Per
Share Operating Performance (For a share outstanding throughout each
period) |
|
| Income
from Investment Operations |
| Less
Distributions Paid From |
| Net
Asset Value, Beginning of Period |
Net
investment
income (loss)(1) |
Net
realized and unrealized gain (loss) on investments |
Total
from investment operations |
| Net
investment income |
Return
of capital |
Net
realized gains |
Total
distributions paid |
TrueShares
Technology, AI & Deep Learning ETF |
|
|
|
|
| |
For
the year 01/01/2022 - 12/31/2022 |
$47.12 |
(0.19) |
(24.05) |
(24.24) |
| — |
— |
— |
— |
For
the year 01/01/2021 - 12/31/2021 |
$47.61 |
(0.31) |
(0.12)(8) |
(0.43) |
| — |
— |
(0.06) |
(0.06) |
For
the period 02/28/2020(7)
- 12/31/2020 |
$25.00 |
(0.19) |
22.80 |
22.61 |
| — |
— |
— |
— |
TrueShares
ESG Active Opportunities ETF |
|
|
|
|
| |
For
the year 01/01/2022 - 12/31/2022 |
$41.39 |
0.26 |
(9.62) |
(9.36) |
| (0.28) |
— |
— |
(0.28) |
For
the year 01/01/2021 - 12/31/2021 |
$35.10 |
0.16 |
6.29 |
6.45 |
| (0.16) |
— |
— |
(0.16) |
For
the period 02/28/2020(7)
- 12/31/2020 |
$25.00 |
0.17 |
10.07 |
10.24 |
| (0.14) |
(0.00)(9) |
— |
(0.14) |
TrueShares
Low Volatility Equity Income ETF |
|
|
|
|
| |
For
the year 01/01/2022 - 12/31/2022 |
$28.89 |
0.99 |
0.04 |
1.03 |
| (0.93) |
(0.00)(9) |
— |
(0.93) |
For
the period 01/27/2021(7)
- 12/31/2021 |
$25.00 |
0.81 |
4.19 |
5.00 |
| (0.69) |
— |
(0.42) |
(1.11) |
TrueShares
Eagle Global Renewable Energy Income ETF |
|
|
|
|
| |
For
the period 12/08/2022(7)
- 12/31/2022 |
$24.76 |
(0.00)(9) |
(0.21) |
(0.21) |
| — |
(0.00)(9) |
— |
(0.00)(9) |
(1)
Per share net investment income (loss) was calculated using average shares
outstanding.
(2)
Annualized for periods less than one year.
(3)
Total return in the table represents the rate that the investor would have
earned or lost on an investment in the Fund, assuming reinvestment of
dividends.
(4)
Not annualized for periods less than one year.
(5)
Excludes in-kind transactions associated with creations and redemptions of the
Fund.
(6)
The returns reflect the actual performance for the period and do not include the
impact of trades executed on the last business day of the period that were
recorded on the first business day of the next period.
(7)
Commencement of operations.
(8)
Realized and unrealized gains and losses per share in this caption are balancing
amounts necessary to reconcile the change in net asset value per share for the
period, and may not reconcile with the aggregate gains and losses in the
Statements of Operations due to share transactions for the period.
(9)
Less than $(0.005).
TrueShares
ETFs
Financial
Highlights
|
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|
|
|
| |
Per
Share Operating Performance (For a share outstanding throughout each
period) |
| Ratios/Supplemental
Data |
|
|
|
|
|
Ratios
to Average Net Assets of:(2) |
|
Net
Asset Value, End of Period |
|
Total
return, at NAV(3)(4) |
Total
return, at Market(3)(4) |
Net
assets, end of period (000’s) |
Expenses |
Net
investment income (loss) |
Portfolio
turnover rate(4)(5) |
|
|
|
|
|
|
| |
$22.88 |
| (51.44)% |
(51.46)% |
$14,300 |
0.68% |
(0.60)% |
25% |
$47.12 |
| (0.90)% |
(0.96)% |
$37,694 |
0.68% |
(0.67)% |
14% |
$47.61 |
| 90.43% |
90.52% |
$27,374 |
0.68% |
(0.59)% |
30% |
|
|
|
|
|
|
| |
$31.75 |
| (22.61)% |
(22.70)% |
$6,351 |
0.58% |
0.74% |
4% |
$41.39 |
| 18.40% |
18.42% |
$10,348 |
0.58% |
0.42% |
14% |
$35.10 |
| 40.94% |
40.93% |
$7,020 |
0.58% |
0.70% |
29% |
|
|
|
|
|
|
| |
$28.99 |
| 3.65 |
3.54% |
$78,271 |
0.65% |
3.42% |
41% |
$28.89 |
|
20.10%(6) |
20.17%(6) |
$46,225 |
0.65% |
3.08% |
55% |
|
|
|
|
|
|
| |
$24.55 |
| (0.83)% |
(0.18)% |
$2,455 |
0.75% |
(0.22)% |
2% |
TRUESHARES
TECHNOLOGY, AI & DEEP LEARNING ETF
TRUESHARES
ESG ACTIVE OPPORTUNITIES ETF
TRUESHARES
LOW VOLATILITY EQUITY INCOME ETF
TRUESHARES
EAGLE GLOBAL RENEWABLE ENERGY INCOME ETF
|
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| |
Adviser |
TrueMark
Investments, LLC
433
West Van Buren Street, 1150-E
Chicago,
Illinois 60607 |
Transfer
Agent and Administrator |
U.S.
Bancorp Fund Services, LLC
615
East Michigan Street
Milwaukee,
Wisconsin 53202 |
Sub-Adviser |
Black
Hill Capital Partners, LLC
101
California Street
San
Francisco, California 94111 |
Sub-Adviser |
Eagle
Global Advisors, LLC
1330
Post Oak Boulevard, Suite 3000
Houston,
Texas 77056 |
Sub-Adviser |
Opal
Capital LLC
1900
Glades Road, Suite 150
Boca
Raton, Florida 33431 |
Distributor |
Foreside
Fund Services, LLC
Three
Canal Plaza, Suite 100
Portland,
Maine 04101 |
Custodian |
U.S.
Bank National Association
1555
North Rivercenter Drive, Suite 302
Milwaukee,
Wisconsin 53212 |
Legal
Counsel |
Morgan,
Lewis & Bockius LLP
1111
Pennsylvania Avenue, NW
Washington,
DC 20004-2541 |
Independent
Registered Public Accounting Firm |
Cohen
& Company, Ltd.
1350
Euclid Avenue, Suite 800
Cleveland,
Ohio 44115 |
| |
Investors
may find more information about the Funds in the following
documents:
Statement
of Additional Information: The
Funds’ SAI provides additional details about the investments of each Fund and
certain other additional information. A current SAI is on file with the SEC and
is herein incorporated by reference into this Prospectus. It is legally
considered a part of this Prospectus.
Annual/Semi-Annual
Reports: Additional
information about a 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 a Fund’s performance.
You
can obtain free copies of these documents, request other information or make
general inquiries about a Fund by contacting the Funds 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 a Fund are also available:
•Free
of charge from the SEC’s EDGAR database on the SEC’s website at www.sec.gov;
or
•Free
of charge from the Funds’ Internet web site at www.true-shares.com;
or
(SEC
Investment Company Act File No. 811-23226)