ck0001742912-20211130
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SDFI |
Sound
Fixed Income ETF
(not
currently available for purchase)
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SDEF |
Sound
Enhanced Fixed Income ETF
listed
on NYSE Arca, Inc.
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SDEI |
Sound
Equity Income ETF
listed
on NYSE Arca, Inc.
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SDEE |
Sound
Enhanced Equity Income ETF
(not
currently available for purchase)
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SDTR |
Sound
Total Return ETF
(not
currently available for purchase) |
PROSPECTUS
March 30,
2022
The
U.S.
Securities and Exchange Commission (“SEC”)
has not approved or disapproved of these securities or passed upon the accuracy
or adequacy of this Prospectus. Any representation to the contrary is a criminal
offense.
Table
of Contents
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Sound
Fixed Income ETF - Fund Summary |
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Sound
Enhanced Fixed Income ETF - Fund Summary |
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Sound
Equity Income ETF - Fund Summary |
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Sound
Enhanced Equity Income ETF- Fund Summary |
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Sound
Total Return ETF - Fund Summary |
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Additional
Information About the Funds |
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Portfolio
Holdings Information |
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Management |
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How
to Buy and Sell Shares |
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Dividends,
Distributions, and Taxes |
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Distribution |
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Premium/Discount
Information |
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Additional
Notices |
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Financial
Highlights |
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Sound
Fixed Income ETF – Fund Summary
Investment
Objective
The Sound Fixed
Income ETF (the “Fund” or the “Fixed Income ETF”) seeks current
income. The Fund has not yet commenced operations as of the date of this
Prospectus.
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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Annual
Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your
investment) |
Management
Fees |
0.40% |
Distribution
and/or Service (12b-1) Fees |
0.00% |
Other
Expenses 1 |
0.00% |
Acquired
Fund Fees and Expenses
1,2 |
1.40% |
Total
Annual Fund Operating Expenses |
1.80% |
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1
Estimated for the current
fiscal year.
2Acquired Fund Fees and
Expenses (“AFFE”) are the indirect costs of investing in other investment
companies.
Expense
Example
This Example is intended to help you compare the cost of investing
in the Fund with the cost of investing in other funds. The Example assumes that
you invest $10,000 in the Fund for the time periods indicated and then redeem
all of your Shares at the end of those periods. The Example also assumes that
your investment has a 5% return each year and that the Fund’s operating expenses
remain the same. The Example does not take into account brokerage commissions
that you may pay on your purchases and sales of Shares.
Although your
actual costs may be higher or lower, based on these assumptions your costs would
be:
Portfolio
Turnover
The Fund pays transaction costs, such as commissions, when it buys
and sells securities (or “turns over” its portfolio). A higher portfolio
turnover rate may indicate higher transaction costs and may result in higher
taxes when Shares are held in a taxable account. These costs, which are not
reflected in total annual fund operating expenses or in the expense example
above, affect the Fund’s performance. Because the Fund has not commenced
operations as of the date of this Prospectus, portfolio turnover information is
not yet available.
Principal
Investment Strategies
The
Fund is an actively-managed exchange-traded fund (“ETF”) that seeks to achieve
its investment objective by investing in fixed income securities. Investment
decisions for the Fund are made by Sound Income Strategies, LLC (the
“Sub-Adviser”), the Fund’s sub-adviser. The Fund will invest in a combination of
investment grade and below investment grade (often referred to as “high yield”
or “junk” bonds) debt securities. Typically, the Fund’s portfolio will have an
approximate equal weighting of investment grade and high yield debt securities;
however, the Fund’s portfolio weighting will be adjusted from time to time based
on the assessment of the Sub-Adviser. “Investment grade” debt securities are
rated in one of the top four rating categories by nationally recognized
statistical rating organizations such as Moody’s Investors Service, Inc.
(Moody’s) or S&P Global Ratings (S&P).
In
making investment decisions for the Fund, the Sub-Adviser uses a fundamental,
“bottom-up” approach to analyzing individual debt securities. The Sub-Adviser
considers the expected return of each security taking into account the yield,
duration, and option-adjusted spread (“OAS”) of individual debt securities. OAS
measures the difference in yield between a debt security with an embedded
option, such as a callable bond, and a debt security with no embedded option,
such as U.S. Treasuries. OAS considers how a debt security’s embedded option can
change the future cash flows and thus the overall value of the security. Within
the Fund’s investment universe, the Sub-Adviser categorizes securities into
component groups
based
on factors including industry, sector, credit rating, duration, and security
type. The Sub-Adviser estimates expected returns based on a yield component
(spread above U.S. Treasuries) and a capital appreciation component (price
appreciation or depreciation) for each component group. The Sub-Adviser will
then make any needed adjustments to securities in the Fund’s portfolio or their
weightings, with the goal of purchasing securities that the Sub-Adviser believes
are inexpensive relative to other securities in the same or similar asset class.
The Sub-Adviser also considers an issuer’s leverage and cash flow over a 12- to
24-month period, based on analysis of publicly available filings. The
Sub-Adviser continually analyzes market and financial data to make buy, sell,
and hold decisions. When the Sub-Adviser believes that a security has achieved a
price equal to or greater than its fair-value, the Sub-Adviser will look to
liquidate or replace the security with another perceived mispriced security when
available.
Under
normal market conditions, the Fund will invest at least 80% of its net assets
(plus borrowings for investment purposes) in fixed income securities. The Fund’s
investments in fixed income securities will typically include U.S. corporate
bonds, preferred stock and ETFs that invest in bonds, sovereign debt, and
private placement debt securities. The Fund may also invest in fixed income
securities issued by U.S. and foreign corporations, securities issued by
governments and their agencies, instrumentalities, or sponsored corporations,
including supranational organizations.
The
Fund may invest in fixed income securities of any duration. Duration is a
measure of the expected life of a bond that is used to determine the sensitivity
of an instrument’s price to changes in interest rates. For example, the price of
a bond fund with an average duration of three years generally would be expected
to fall approximately 3% if interest rates rose by one percentage point. The
Fund may invest in fixed income securities of any market capitalization.
The
Fund is considered to be non-diversified, which means that it may invest a
greater percentage of its assets in the securities of a single issuer or a
smaller number of issuers than if it were a diversified
fund.
Principal
Investment Risks
The
principal risks of investing in the Fund are summarized below. The principal
risks are presented in alphabetical order to facilitate finding particular risks
and comparing them with 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 per share (“NAV”), trading price, yield, total
return, and/or ability to meet its objective. For more information about the
risks of investing in the Fund, see the section in the Fund’s Prospectus titled
“Additional Information About the Funds—Principal Risks of Investing in Each
Fund.”
Credit
Risk.
Debt securities are subject to the risk of an issuer’s (or other party’s)
failure or inability to meet its obligations under the security. Multiple
parties may have obligations under a debt security. An issuer or borrower may
fail to pay principal and interest when due. A guarantor, insurer or credit
support provider may fail to provide the agreed upon protection. A counterparty
to a transaction may fail to perform its side of the bargain. An intermediary or
agent interposed between the investor and other parties may fail to perform the
terms of its service. Also, performance under a debt security may be linked to
the obligations of other persons who may fail to meet their obligations. The
credit risk associated with a debt security could increase to the extent that
the Fund’s ability to benefit fully from its investment in the security depends
on the performance by multiple parties of their respective contractual or other
obligations. The market value of a debt security is also affected by the
market’s perception of the creditworthiness of the issuer.
ETF
Risk.
◦Authorized
Participants, Market Makers, and Liquidity Providers Concentration Risk.
The
Fund has a limited number of financial institutions that are authorized to
purchase and redeem Shares directly from the Fund (known as “Authorized
Participants” or “APs”). In addition, there may be a limited number of market
makers and/or liquidity providers in the marketplace. To the extent either of
the following events occur, Shares may trade at a material discount to NAV and
possibly face delisting: (i) APs exit the business or otherwise become unable to
process creation and/or redemption orders and no other APs step forward to
perform these services; or (ii) market makers and/or liquidity providers exit
the business or significantly reduce their business activities and no other
entities step forward to perform their functions.
◦Cash
Redemption Risk. The
Fund’s investment strategy may require it to redeem Shares for cash or to
otherwise include cash as part of its redemption proceeds. For example, the Fund
may not be able to redeem in-kind certain securities held by the Fund (e.g.,
derivative instruments and bonds that cannot be broken up beyond certain minimum
sizes needed for transfer and settlement). In such a case, the Fund may be
required to sell or unwind portfolio investments to obtain the cash needed to
distribute redemption proceeds. This may cause the Fund to recognize a capital
gain that it might not have recognized if it had made a redemption in-kind. As a
result,
the Fund may pay out higher annual capital gain distributions than if the
in-kind redemption process was used.
◦Costs
of Buying or Selling Shares. Due
to the costs of buying or selling Shares, including brokerage commissions
imposed by brokers and bid-ask spreads, frequent trading of Shares may
significantly reduce investment results and an investment in Shares may not be
advisable for investors who anticipate regularly making small
investments.
◦Shares
May Trade at Prices Other Than NAV. As
with all ETFs, Shares may be bought and sold in the secondary market at market
prices. Although it is expected that the market price of Shares will approximate
the Fund’s NAV, there may be times when the market price of Shares is more than
the NAV intra-day (premium) or less than the NAV intra-day (discount) due to
supply and demand of Shares or during periods of market volatility. This risk is
heightened in times of market volatility, periods of steep market declines, and
periods when there is limited trading activity for Shares in the secondary
market, in which case such premiums or discounts may be significant. 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 and discounts greater than those of ETFs holding only domestic
securities.
◦Trading.
Although Shares are listed on a national securities exchange, such as NYSE Arca,
Inc. (the “Exchange”), and may be traded on U.S. exchanges other than the
Exchange, there can be no assurance that Shares will trade with any volume, or
at all, on any stock exchange. In stressed market conditions, the liquidity of
Shares may begin to mirror the liquidity of the Fund’s underlying portfolio
holdings, which can be significantly less liquid than Shares.
Fixed
Income Risk.
The value of the Fund’s investments in fixed income securities will fluctuate
with changes in interest rates. Typically, a rise in interest rates causes a
decline in the value of fixed income securities owned indirectly by the Fund. On
the other hand, if rates fall, the value of the fixed income securities
generally increases. The Fund may be subject to a greater risk of rising
interest rates due to the current period of historically low rates and the
effect of potential government fiscal policy initiatives and resulting market
reaction to those initiatives. In general, the market price of fixed income
securities with longer maturities will increase or decrease more in response to
changes in interest rates than shorter-term securities.
Foreign
Securities Risk. Investments
in securities or other instruments of non-U.S. issuers involve certain risks not
involved in domestic investments and may experience more rapid and extreme
changes in value than investments in securities of U.S. companies. Financial
markets in foreign countries often are not as developed, efficient, or liquid as
financial markets in the United States, and therefore, the prices of non-U.S.
securities and instruments can be more volatile. In addition, the Fund will be
subject to risks associated with adverse political and economic developments in
foreign countries, which may include the imposition of economic sanctions.
Generally, there is less readily available and reliable information about
non-U.S. issuers due to less rigorous disclosure or accounting standards and
regulatory practices.
General
Market Risk.
Securities markets and individual securities may increase or decrease in value.
Security prices may fluctuate widely over short or extended periods in response
to market or economic news and conditions, and securities markets also tend to
move in cycles. If there is a general decline in the securities markets, it is
possible your investment may lose value regardless of the individual results of
the companies in which the Fund invests. The magnitude of up and down price or
market fluctuations over time is sometimes referred to as “volatility”, and it
can be significant. In addition, different asset classes and geographic markets
may experience periods of significant correlation with each other. As a result
of this correlation, the securities and markets in which the Fund invests may
experience volatility due to market, economic, political or social events and
conditions that may not readily appear to directly relate to such securities,
the securities’ issuer or the markets in which they trade.
High
Yield Securities Risk.
Securities rated below investment grade are often referred to as high yield
securities or “junk bonds.” Investments in lower rated corporate debt securities
typically entail greater price volatility and principal and income risk. High
yield securities may be more susceptible to real or perceived adverse economic
and competitive industry conditions than investment grade securities. The prices
of high yield securities have been found to be more sensitive to adverse
economic downturns or individual corporate developments. A projection of an
economic downturn or of a period of rising interest rates, for example, could
cause a decline in high yield security prices because the advent of a recession
could lessen the ability of a highly leveraged company to make principal and
interest payments on its debt securities. If an issuer of high yield securities
defaults, in addition to risking payment of all or a portion of interest and
principal, the Fund by investing in such securities may incur additional
expenses to obtain recovery.
Interest
Rate Risk.
The Fund’s investments in bonds and other debt securities will change in value
based on changes in interest rates. If rates rise, the value of these
investments generally declines. Securities with greater interest rate
sensitivity and longer maturities generally are subject to greater fluctuations
in value.
Management
Risk. The
Fund is actively-managed and may not meet its investment objective based on the
Sub-Adviser’s success or failure to implement investment strategies for the
Fund.
Market
Capitalization Risk.
◦Large-Capitalization
Investing. The
securities of large-capitalization companies may be relatively mature compared
to smaller companies and therefore subject to slower growth during times of
economic expansion. Large-capitalization companies may also be unable to respond
quickly to new competitive challenges, such as changes in technology and
consumer tastes.
◦Mid-Capitalization
Investing. The
securities of mid-capitalization companies may be more vulnerable to adverse
issuer, market, political, or economic developments than securities of
large-capitalization companies. The securities of mid-capitalization companies
generally trade in lower volumes and are subject to greater and more
unpredictable price changes than large-capitalization stocks or the stock market
as a whole.
◦Small-Capitalization
Investing.
The securities of small-capitalization companies may be more vulnerable to
adverse issuer, market, political, or economic developments than securities of
large- or mid-capitalization companies. The securities of small-capitalization
companies generally trade in lower volumes and are subject to greater and more
unpredictable price changes than large- or mid-capitalization stocks or the
stock market as a whole. There is typically less publicly available information
concerning smaller-capitalization companies than for larger, more established
companies.
New
Fund Risk. The
Fund is a recently organized management investment company with no operating
history. As a result, prospective investors do not have a track record or
history on which to base their investment decisions.
Non-Diversification
Risk.
Although the
Fund intends to invest in a variety of securities and instruments, the Fund is
considered to be non-diversified, which means that it may invest a greater
percentage of its assets in the securities of a single issuer or a smaller
number of issuers than if it were a diversified fund. As a result, the Fund may
be more exposed to the risks associated with and developments affecting an
individual issuer or a smaller number of issuers than a fund that invests more
widely. This may increase the Fund’s volatility and cause the performance of a
relatively smaller number of issuers to have a greater impact on the Fund’s
performance.
Other
Investment Companies Risk.
The Fund will incur higher and duplicative expenses when it invests in ETFs and
other investment companies. By investing in another investment company, the Fund
becomes a shareholder of that investment company and bears its proportionate
share of the fees and expenses of the other investment company. There is also
the risk that the Fund may suffer losses due to the investment practices of the
underlying funds as the Fund will be subject to substantially the same risks as
those associated with the direct ownership of securities held by such investment
companies. ETFs may be less liquid than other investments, and thus their share
values more volatile than the values of the investments they hold. Investments
in ETFs are also subject to the “ETF Risks” described above.
Preferred
Stocks Risk.
Preferred stocks are subject to the risks of equity securities generally and
also risks associated with fixed-income securities, such as interest rate risk.
A company’s preferred stock, which may pay fixed or variable rates of return,
generally pays dividends only after the company makes required payments to
creditors, including vendors, depositors, counterparties, holders of its bonds
and other fixed-income securities. As a result, the value of a company’s
preferred stock will react more strongly than bonds and other debt to actual or
perceived changes in the company’s financial condition or prospects. Preferred
stock may be less liquid than many other types of securities, such as common
stock, and generally has limited or no voting rights. In addition, preferred
stock is subject to the risks that a company may defer or not pay dividends,
and, in certain situations, may call or redeem its preferred stock or convert it
to common stock. To the extent that the Fund invests a substantial portion of
its assets in convertible preferred stocks, declining common stock values may
also cause the value of the Fund’s investments to decline.
Recent
Market Events Risk.
U.S. and international markets have experienced significant periods of
volatility in recent years and months due to a number of economic, political and
global macro factors including the impact of COVID-19 as a global pandemic,
which has resulted in a public health crisis, disruptions to business operations
and supply chains, stress on the global healthcare system, growth concerns in
the U.S. and overseas, staffing shortages and the inability to meet consumer
demand, and widespread concern and uncertainty. The global recovery from
COVID-19 is proceeding at slower than expected rates due to the emergence of
variant strains and may last for an extended period of time. Continuing
uncertainties regarding interest rates, rising inflation, political events,
rising government debt in the U.S. and trade tensions also contribute
to
market volatility. As a result of continuing political tensions and armed
conflicts, including the war between Ukraine and Russia, the U.S. and the
European Union imposed sanctions on certain Russian individuals and companies,
including certain financial institutions, and have limited certain exports and
imports to and from Russia. The war has contributed to recent market volatility
and may continue to do so.
Sovereign
Debt Risk.
The Fund may invest in securities issued or guaranteed by foreign governmental
entities (known as sovereign debt securities). These investments are subject to
the risk of payment delays or defaults, due, for example, to cash flow problems,
insufficient foreign currency reserves, political considerations, large debt
positions relative to the country’s economy, or failure to implement economic
reforms. There is no legal or bankruptcy process for collecting sovereign
debt.
U.S.
Government Obligations Risk.
Obligations of U.S. government agencies and authorities receive varying levels
of support and may not be backed by the full faith and credit of the U.S.
government, which could affect the Fund’s ability to recover should they
default. No assurance can be given that the U.S. government will provide
financial support to its agencies and authorities if it is not obligated by law
to do so. Additionally, market prices and yields of securities supported by the
full faith and credit of the U.S. government or other countries may decline or
be negative for short or long periods of time.
Performance
Performance
information for the Fund is not included because the Fund has not commenced
operations as of the date of this Prospectus. When such
information is included, this section will provide some indication of the risks
of investing in the Fund by showing changes in the Fund’s performance history
from year to year and showing how the Fund’s average annual total returns
compare with those of a broad measure of market performance. Although past
performance of the Fund is no guarantee of how it will perform in the future,
historical performance may give you some indication of the risks of investing in
the Fund. Updated performance information will be available on
the Fund’s website at www.soundetfs.com.
Management
Investment
Adviser
Toroso
Investments, LLC (“Toroso” or the “Adviser”) serves
as investment adviser to the Fund.
Investment
Sub-Adviser
Sound
Income Strategies, LLC (“SIS” or the “Sub-Adviser”) serves
as investment sub-adviser to the Fund.
Portfolio
Managers
The
following individuals are jointly and primarily responsible for the day-to-day
management of the Fund.
Michael
Venuto, Chief Investment Officer for Toroso, has been a portfolio manager
of the Fund since its inception.
Charles
A. Ragauss, CFA, Portfolio Manager for Toroso, has been a portfolio manager of
the Fund since its inception.
Eric
Lutton, CFA, Chief Investment Officer for SIS, has been a portfolio manager of
the Fund since its inception.
Purchase
and Sale of Shares
The
Fund has not commenced operations as of the date of this Prospectus and is not
currently available for purchase. The Fund issues and redeems Shares at NAV only
in large blocks known as “Creation Units,” which only APs (typically,
broker-dealers) may purchase or redeem. The Fund generally issues and redeems
Creation Units in exchange for a portfolio of securities (the “Deposit
Securities”) and/or a designated amount of U.S. cash.
Shares
are listed on a national securities exchange, such as the Exchange, and
individual Shares may only be bought and sold in the secondary market through
brokers at market prices, rather than NAV. Because Shares will 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. This difference in bid and ask
prices is often referred to as the “bid-ask spread.”
When
available, 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.soundetfs.com.
Tax
Information
Fund
distributions are generally taxable to shareholders as ordinary income,
qualified dividend income, or capital gains (or a combination), unless an
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, the Sub-Adviser, or their
affiliates may pay Intermediaries for certain activities related to the Fund,
including participation in activities that are designed to make Intermediaries
more knowledgeable about exchange-traded products, including the Fund, or for
other activities, such as marketing, educational training, or other initiatives
related to the sale or promotion of Shares. These payments may create a conflict
of interest by influencing the Intermediary and your salesperson to recommend
the Fund over another investment. Any such arrangements do not result in
increased Fund expenses. Ask your salesperson or visit the Intermediary’s
website for more information.
Sound
Enhanced Fixed Income ETF – Fund Summary
Investment
Objective
The Sound Enhanced
Fixed Income ETF (the “Fund” or the “Enhanced Fixed Income ETF”)
seeks current income while providing the opportunity for capital
appreciation.
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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Annual
Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your
investment) |
Management
Fees |
0.49% |
Distribution
and/or Service (12b-1) Fees |
0.00% |
Other
Expenses |
0.00% |
Acquired
Fund Fees and Expenses
1 |
1.40% |
Total
Annual Fund Operating Expenses |
1.89% |
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1
Acquired Fund
Fees and Expenses (“AFFE”) are the indirect costs of investing in other
investment companies. Total Annual Fund Operating Expenses do not correlate to
the expense ratios in the Fund’s Financial Highlights because the Financial
Highlights include only the direct operating expenses incurred by the Fund and
exclude AFFE.
Expense
Example
This Example is intended to help you compare the cost of investing
in the Fund with the cost of investing in other funds. The Example assumes that
you invest $10,000 in the Fund for the time periods indicated and then redeem
all of your Shares at the end of those periods. The Example also assumes that
your investment has a 5% return each year and that the Fund’s operating expenses
remain the same. The Example does not take into account brokerage commissions
that you may pay on your purchases and sales of Shares.
Although your
actual costs may be higher or lower, based on these assumptions your costs would
be:
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1 Year |
3
Years |
5
Years |
10
Years |
$192 |
$594 |
$1,021 |
$2,212 |
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 total annual fund operating expenses or in the expense example
above, affect the Fund’s performance. During the most recent fiscal period
December 30, 2020 (commencement of operations) through November 30, 2021, the
Fund’s portfolio turnover rate was 6% of the average value of its
portfolio.
Principal
Investment Strategies
The
Fund is an actively-managed exchange-traded fund (“ETF”) that seeks to achieve
its investment objective by investing in fixed income securities. Investment
decisions for the Fund are made by Sound Income Strategies, LLC (the
“Sub-Adviser”), the Fund’s sub-adviser. The Fund will invest in a combination of
investment grade and below investment grade (often referred to as “high yield”
or “junk” bonds) debt securities. Typically, the Fund’s portfolio will have an
approximate equal weighting of investment grade and high yield debt securities;
however, the Fund’s portfolio weighting will be adjusted from time to time based
on the assessment of the Sub-Adviser. “Investment grade” debt securities are
rated in one of the top four rating categories by nationally recognized
statistical rating organizations such as Moody’s Investors Service, Inc.
(Moody’s) or S&P Global Ratings (S&P).
In
making investment decisions for the Fund, the Sub-Adviser uses a fundamental,
“bottom-up” approach to analyzing individual debt securities. The Sub-Adviser
considers the expected return of each security taking into account the yield,
duration, and option-adjusted spread (“OAS”) of individual debt securities. OAS
measures the difference in yield between a debt security with an embedded
option, such as a callable bond, and a debt security with no embedded option,
such as U.S.
Treasuries.
OAS considers how a debt security’s embedded option can change the future cash
flows and thus the overall value of the security. Within the Fund’s investment
universe, the Sub-Adviser categorizes securities into component groups based on
factors including industry, sector, credit rating, duration, and security type.
The Sub-Adviser estimates expected returns based on a yield component (spread
above U.S. Treasuries) and a capital appreciation component (price appreciation
or depreciation) for each component group. The Sub-Adviser will then make any
needed adjustments to securities in the Fund’s portfolio or their weightings,
with the goal of purchasing securities that the Sub-Adviser believes are
inexpensive relative to other securities in the same or similar asset class. The
Sub-Adviser also considers an issuer’s leverage and cash flow over a 12- to
24-month period, based on analysis of publicly available filings. The
Sub-Adviser continually analyzes market and financial data to make buy, sell,
and hold decisions. When the Sub-Adviser believes that a security has achieved a
price equal to or greater than its fair-value, the Sub-Adviser will look to
liquidate or replace the security with another perceived mispriced security when
available.
Under
normal market conditions, the Fund will invest at least 80% of its net assets
(plus borrowings for investment purposes) in fixed income securities. The Fund’s
investments in fixed income securities will typically include U.S. corporate
bonds, preferred stock and ETFs that invest in bonds, sovereign debt, and
private placement debt securities. The Fund may also invest in fixed income
securities issued by U.S. and foreign corporations, securities issued by
governments and their agencies, instrumentalities, or sponsored corporations,
including supranational organizations. The Fund’s investments in fixed income
securities will also include shares of business development companies (“BDCs”)
and real estate investment trusts (“REITs”). Investments in BDCs and REITs are
intended to provide the “enhanced” component of the Fund’s strategy because
these securities typically pay a higher yield than traditional investment-grade
bonds and preferred stocks. The Fund may also invest in fixed income securities
that are illiquid, thinly traded or subject to special resale restrictions, such
as those imposed by Rule 144A promulgated under the Securities Act of 1933, as
amended (the “Securities Act”).
The
Fund may invest in fixed income securities of any duration. Duration is a
measure of the expected life of a bond that is used to determine the sensitivity
of an instrument’s price to changes in interest rates. For example, the price of
a bond fund with an average duration of three years generally would be expected
to fall approximately 3% if interest rates rose by one percentage point. The
Fund may invest in fixed income securities of any market capitalization.
The
Fund is considered to be non-diversified, which means that it may invest a
greater percentage of its assets in the securities of a single issuer or a
smaller number of issuers than if it were a diversified
fund.
Principal
Investment Risks
The
principal risks of investing in the Fund are summarized below. The principal
risks are presented in alphabetical order to facilitate finding particular risks
and comparing them with 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 per share (“NAV”), trading price, yield, total
return, and/or ability to meet its objective. For more information about the
risks of investing in the Fund, see the section in the Fund’s Prospectus titled
“Additional Information About the Funds—Principal Risks of Investing in Each
Fund.”
BDC
Risk.
BDCs
generally invest in debt securities that are not rated by a credit rating agency
and are considered below investment grade quality (“junk bonds”). Little public
information generally exists for the type of companies in which a BDC may invest
and, therefore, there is a risk that the Fund may not be able to make a fully
informed evaluation of the BDC and its portfolio of investments. In addition,
investments made by BDCs are typically illiquid and are difficult to value for
purposes of determining a BDC’s net asset value.
Credit
Risk.
Debt securities are subject to the risk of an issuer’s (or other party’s)
failure or inability to meet its obligations under the security. Multiple
parties may have obligations under a debt security. An issuer or borrower may
fail to pay principal and interest when due. A guarantor, insurer or credit
support provider may fail to provide the agreed upon protection. A counterparty
to a transaction may fail to perform its side of the bargain. An intermediary or
agent interposed between the investor and other parties may fail to perform the
terms of its service. Also, performance under a debt security may be linked to
the obligations of other persons who may fail to meet their obligations. The
credit risk associated with a debt security could increase to the extent that
the Fund’s ability to benefit fully from its investment in the security depends
on the performance by multiple parties of their respective contractual or other
obligations. The market value of a debt security is also affected by the
market’s perception of the creditworthiness of the issuer.
ETF
Risk.
◦Authorized
Participants, Market Makers, and Liquidity Providers Concentration Risk.
The
Fund has a limited number of financial institutions that are authorized to
purchase and redeem Shares directly from the Fund (known as “Authorized
Participants” or “APs”). In addition, there may be a limited number of market
makers
and/or
liquidity providers in the marketplace. To the extent either of the following
events occur, Shares may trade at a material discount to NAV and possibly face
delisting: (i) APs exit the business or otherwise become unable to process
creation and/or redemption orders and no other APs step forward to perform these
services; or (ii) market makers and/or liquidity providers exit the business or
significantly reduce their business activities and no other entities step
forward to perform their functions.
◦Cash
Redemption Risk. The
Fund’s investment strategy may require it to redeem Shares for cash or to
otherwise include cash as part of its redemption proceeds. For example, the Fund
may not be able to redeem in-kind certain securities held by the Fund (e.g.,
derivative instruments and bonds that cannot be broken up beyond certain minimum
sizes needed for transfer and settlement). In such a case, the Fund may be
required to sell or unwind portfolio investments to obtain the cash needed to
distribute redemption proceeds. This may cause the Fund to recognize a capital
gain that it might not have recognized if it had made a redemption in-kind. As a
result, the Fund may pay out higher annual capital gain distributions than if
the in-kind redemption process was used.
◦Costs
of Buying or Selling Shares. Due
to the costs of buying or selling Shares, including brokerage commissions
imposed by brokers and bid-ask spreads, frequent trading of Shares may
significantly reduce investment results and an investment in Shares may not be
advisable for investors who anticipate regularly making small
investments.
◦Shares
May Trade at Prices Other Than NAV. As
with all ETFs, Shares may be bought and sold in the secondary market at market
prices. Although it is expected that the market price of Shares will approximate
the Fund’s NAV, there may be times when the market price of Shares is more than
the NAV intra-day (premium) or less than the NAV intra-day (discount) due to
supply and demand of Shares or during periods of market volatility. This risk is
heightened in times of market volatility, periods of steep market declines, and
periods when there is limited trading activity for Shares in the secondary
market, in which case such premiums or discounts may be significant. 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 and discounts greater than those of ETFs holding only domestic
securities.
◦Trading.
Although Shares are listed on a national securities exchange, such as NYSE Arca,
Inc. (the “Exchange”), and may be traded on U.S. exchanges other than the
Exchange, there can be no assurance that Shares will trade with any volume, or
at all, on any stock exchange. In stressed market conditions, the liquidity of
Shares may begin to mirror the liquidity of the Fund’s underlying portfolio
holdings, which can be significantly less liquid than Shares.
Financial
Services Sector Risk. The
Fund may be subject to financial services sector risks. Companies in the
financial services sector are often subject to risks tied to the global
financial markets, which have experienced very difficult conditions and
volatility as well as significant adverse trends. The conditions in these
markets have resulted in a decrease in availability of corporate credit, capital
and liquidity and have led indirectly to the insolvency, closure or acquisition
of a number of financial institutions. As of November 30, 2021, 56.2% of the
Fund’s net assets were invested in the financial services sector although none
of the Fund’s holdings in any industry within the financial services sector
exceeded 25% of the Fund’s total assets.
Fixed
Income Risk.
The value of the Fund’s investments in fixed income securities will fluctuate
with changes in interest rates. Typically, a rise in interest rates causes a
decline in the value of fixed income securities owned indirectly by the Fund. On
the other hand, if rates fall, the value of the fixed income securities
generally increases. The Fund may be subject to a greater risk of rising
interest rates due to the current period of historically low rates and the
effect of potential government fiscal policy initiatives and resulting market
reaction to those initiatives. In general, the market price of fixed income
securities with longer maturities will increase or decrease more in response to
changes in interest rates than shorter-term securities.
Foreign
Securities Risk. Investments
in securities or other instruments of non-U.S. issuers involve certain risks not
involved in domestic investments and may experience more rapid and extreme
changes in value than investments in securities of U.S. companies. Financial
markets in foreign countries often are not as developed, efficient, or liquid as
financial markets in the United States, and therefore, the prices of non-U.S.
securities and instruments can be more volatile. In addition, the Fund will be
subject to risks associated with adverse political and economic developments in
foreign countries, which may include the imposition of economic sanctions.
Generally, there is less readily available and reliable information about
non-U.S. issuers due to less rigorous disclosure or accounting standards and
regulatory practices.
General
Market Risk.
Securities markets and individual securities may increase or decrease in value.
Security prices may fluctuate widely over short or extended periods in response
to market or economic news and conditions, and securities markets also tend to
move in cycles. If there is a general decline in the securities markets, it is
possible your investment may lose value regardless of the individual results of
the companies in which the Fund invests. The magnitude of up and down price or
market fluctuations over time is sometimes referred to as “volatility”, and it
can be significant. In addition, different asset classes and geographic markets
may experience periods of significant correlation with each other. As a result
of this correlation, the securities and markets in which the Fund invests may
experience volatility due to market, economic, political or social events and
conditions that may not readily appear to directly relate to such securities,
the securities’ issuer or the markets in which they trade.
High
Yield Securities Risk.
Securities rated below investment grade are often referred to as high yield
securities or “junk bonds.” Investments in lower rated corporate debt securities
typically entail greater price volatility and principal and income risk. High
yield securities may be more susceptible to real or perceived adverse economic
and competitive industry conditions than investment grade securities. The prices
of high yield securities have been found to be more sensitive to adverse
economic downturns or individual corporate developments. A projection of an
economic downturn or of a period of rising interest rates, for example, could
cause a decline in high yield security prices because the advent of a recession
could lessen the ability of a highly leveraged company to make principal and
interest payments on its debt securities. If an issuer of high yield securities
defaults, in addition to risking payment of all or a portion of interest and
principal, the Fund by investing in such securities may incur additional
expenses to obtain recovery.
Illiquid
Investments Risk.
The Fund may, at times, hold illiquid investments, by virtue of the absence of a
readily available market for certain of its investments, or because of legal or
contractual restrictions on sales. The Fund could lose money if it is unable to
dispose of an investment at a time or price that is most beneficial to the
Fund.
Interest
Rate Risk.
The Fund’s investments in bonds and other debt securities will change in value
based on changes in interest rates. If rates rise, the value of these
investments generally declines. Securities with greater interest rate
sensitivity and longer maturities generally are subject to greater fluctuations
in value.
Management
Risk. The
Fund is actively-managed and may not meet its investment objective based on the
Sub-Adviser’s success or failure to implement investment strategies for the
Fund.
Market
Capitalization Risk.
◦Large-Capitalization
Investing. The
securities of large-capitalization companies may be relatively mature compared
to smaller companies and therefore subject to slower growth during times of
economic expansion. Large-capitalization companies may also be unable to respond
quickly to new competitive challenges, such as changes in technology and
consumer tastes.
◦Mid-Capitalization
Investing. The
securities of mid-capitalization companies may be more vulnerable to adverse
issuer, market, political, or economic developments than securities of
large-capitalization companies. The securities of mid-capitalization companies
generally trade in lower volumes and are subject to greater and more
unpredictable price changes than large-capitalization stocks or the stock market
as a whole.
◦Small-Capitalization
Investing.
The securities of small-capitalization companies may be more vulnerable to
adverse issuer, market, political, or economic developments than securities of
large- or mid-capitalization companies. The securities of small-capitalization
companies generally trade in lower volumes and are subject to greater and more
unpredictable price changes than large- or mid-capitalization stocks or the
stock market as a whole. There is typically less publicly available information
concerning smaller-capitalization companies than for larger, more established
companies.
Non-Diversification
Risk.
Although the
Fund intends to invest in a variety of securities and instruments, the Fund is
considered to be non-diversified, which means that it may invest more of its
assets in the securities of a single issuer or a smaller number of issuers than
if it were a diversified fund. As a result, the Fund may be more exposed to the
risks associated with and developments affecting an individual issuer or a
smaller number of issuers than a fund that invests more widely. This may
increase the Fund’s volatility and cause the performance of a relatively smaller
number of issuers to have a greater impact on the Fund’s
performance.
Other
Investment Companies Risk.
The Fund will incur higher and duplicative expenses when it invests in ETFs and
other investment companies. By investing in another investment company, the Fund
becomes a shareholder of that investment company and bears its proportionate
share of the fees and expenses of the other investment company. There is also
the risk that the Fund may suffer losses due to the investment practices of the
underlying funds as the Fund will be subject to substantially the same risks as
those associated with the direct ownership of securities held by such investment
companies.
ETFs
may be less liquid than other investments, and thus their share values more
volatile than the values of the investments they hold. Investments in ETFs are
also subject to the “ETF Risks” described above.
Preferred
Stocks Risk.
Preferred stocks are subject to the risks of equity securities generally and
also risks associated with fixed-income securities, such as interest rate risk.
A company’s preferred stock, which may pay fixed or variable rates of return,
generally pays dividends only after the company makes required payments to
creditors, including vendors, depositors, counterparties, holders of its bonds
and other fixed-income securities. As a result, the value of a company’s
preferred stock will react more strongly than bonds and other debt to actual or
perceived changes in the company’s financial condition or prospects. Preferred
stock may be less liquid than many other types of securities, such as common
stock, and generally has limited or no voting rights. In addition, preferred
stock is subject to the risks that a company may defer or not pay dividends,
and, in certain situations, may call or redeem its preferred stock or convert it
to common stock. To the extent that the Fund invests a substantial portion of
its assets in convertible preferred stocks, declining common stock values may
also cause the value of the Fund’s investments to decline.
REIT
Risk.
A REIT is a company that owns or finances income-producing real estate. Through
its investments in REITs, the Fund is subject to the risks of investing in the
real estate market, including decreases in property revenues, increases in
interest rates, increases in property taxes and operating expenses, legal and
regulatory changes, a lack of credit or capital, defaults by borrowers or
tenants, environmental problems and natural disasters.
REITs
are subject to additional risks, including those related to adverse governmental
actions; declines in property value and the real estate market; the potential
failure to qualify for tax-free pass through of income; and exemption from
registration as an investment company. REITs are dependent upon specialized
management skills and may invest in relatively few properties, a small
geographic area, or a small number of property types. As a result, investments
in REITs may be volatile. To the extent the Fund invests in REITs concentrated
in specific geographic areas or property types, the Fund may be subject to a
greater loss as a result of adverse developments affecting such area or property
types. REITs are pooled investment vehicles with their own fees and expenses and
the Fund will indirectly bear a proportionate share of those fees and
expenses.
Recent
Market Events Risk.
U.S. and international markets have experienced significant periods of
volatility in recent years and months due to a number of economic, political and
global macro factors including the impact of COVID-19 as a global pandemic,
which has resulted in a public health crisis, disruptions to business operations
and supply chains, stress on the global healthcare system, growth concerns in
the U.S. and overseas, staffing shortages and the inability to meet consumer
demand, and widespread concern and uncertainty. The global recovery from
COVID-19 is proceeding at slower than expected rates due to the emergence of
variant strains and may last for an extended period of time. Continuing
uncertainties regarding interest rates, rising inflation, political events,
rising government debt in the U.S. and trade tensions also contribute to market
volatility. As a result of continuing political tensions and armed conflicts,
including the war between Ukraine and Russia, the U.S. and the European Union
imposed sanctions on certain Russian individuals and companies, including
certain financial institutions, and have limited certain exports and imports to
and from Russia. The war has contributed to recent market volatility and may
continue to do so.
Recently
Organized Fund Risk. The
Fund is newer, with limited operating history. As a result, prospective
investors do not have a long-term track record or history on which to base their
investment decisions. There can be no assurance that the Fund will grow to or
maintain an economically viable size.
Sovereign
Debt Risk.
The Fund may invest in securities issued or guaranteed by foreign governmental
entities (known as sovereign debt securities). These investments are subject to
the risk of payment delays or defaults, due, for example, to cash flow problems,
insufficient foreign currency reserves, political considerations, large debt
positions relative to the country’s economy, or failure to implement economic
reforms. There is no legal or bankruptcy process for collecting sovereign
debt.
U.S.
Government Obligations Risk.
Obligations of U.S. government agencies and authorities receive varying levels
of support and may not be backed by the full faith and credit of the U.S.
government, which could affect the Fund’s ability to recover should they
default. No assurance can be given that the U.S. government will provide
financial support to its agencies and authorities if it is not obligated by law
to do so. Additionally, market prices and yields of securities supported by the
full faith and credit of the U.S. government or other countries may decline or
be negative for short or long periods of time.
Performance
The following
performance information provides some indication of the risks of investing in
the Fund. The bar chart shows the Fund’s performance for the
calendar year ended December 31, 2021. The table illustrates how the Fund’s
average annual returns for the 1-year and since inception periods compare with
those of a broad measure of market performance. The Fund’s
past performance, before and after taxes, does not necessarily indicate how it
will perform in the future. Updated performance information is
available on the Fund’s website at www.soundetfs.com.
Calendar Year
Ended December 31,
During
the period of time shown in the bar chart, the Fund’s highest quarterly
return
was 4.79% for the quarter ended
June 30, 2021 and the
lowest quarterly return was 0.13% for the quarter ended
September 30,
2021.
Average
Annual Total Returns
For
the Periods Ended December 31, 2021
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|
|
1
Year |
|
Since
Inception
(12/30/2020) |
Return
Before Taxes |
9.73% |
|
9.82% |
Return
After Taxes on Distributions |
8.09% |
|
8.18% |
Return
After Taxes on Distributions and Sale of Fund
Shares |
6.03% |
|
6.95% |
Bloomberg
U.S. Universal Bond Index (reflects
no deduction for fees, expenses, or
taxes) |
-1.10% |
|
-1.02% |
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.
Management
Investment
Adviser
Toroso
Investments, LLC (“Toroso” or the “Adviser”) serves
as investment adviser to the Fund.
Investment
Sub-Adviser
Sound
Income Strategies, LLC (“SIS” or the “Sub-Adviser”) serves
as investment sub-adviser to the Fund.
Portfolio
Managers
The
following individuals are jointly and primarily responsible for the day-to-day
management of the Fund.
Michael
Venuto, Chief Investment Officer for Toroso, has been a portfolio manager
of the Fund since its inception in 2020.
Charles
A. Ragauss, CFA, Portfolio Manager for Toroso, has been a portfolio manager of
the Fund since its inception in 2020.
Eric
Lutton, CFA, Chief Investment Officer for SIS, has been a portfolio manager of
the Fund since its inception in 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 (the “Deposit Securities”) and/or a designated amount of U.S.
cash.
Shares
are listed on a national securities exchange, such as the Exchange, and
individual Shares may only be bought and sold in the secondary market through
brokers at market prices, rather than NAV. Because Shares trade at market prices
rather than NAV, Shares may trade at a price greater than NAV (premium) or less
than NAV (discount).
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. This difference in bid and ask
prices is often referred to as the “bid-ask spread.”
When
available, 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 soundetfs.com.
Tax
Information
Fund
distributions are generally taxable to shareholders as ordinary income,
qualified dividend income, qualified REIT dividend income or capital gains (or a
combination), unless an investment is in an IRA or other tax-advantaged account.
Distributions on investments made through tax-deferred arrangements may be taxed
later upon withdrawal of assets from those accounts.
Financial
Intermediary Compensation
If
you purchase Shares through a broker-dealer or other financial intermediary
(such as a bank) (an “Intermediary”), the Adviser, the Sub-Adviser, or their
affiliates may pay Intermediaries for certain activities related to the Fund,
including participation in activities that are designed to make Intermediaries
more knowledgeable about exchange-traded products, including the Fund, or for
other activities, such as marketing, educational training, or other initiatives
related to the sale or promotion of Shares. These payments may create a conflict
of interest by influencing the Intermediary and your salesperson to recommend
the Fund over another investment. Any such arrangements do not result in
increased Fund expenses. Ask your salesperson or visit the Intermediary’s
website for more information.
Sound
Equity Income ETF – Fund Summary
Investment
Objective
The Sound Equity
Income ETF’s (the “Fund” or the “Equity Income ETF”) primary
objective is to generate current income via a dividend yield that is at least
two times that of the S&P 500 Index. The Fund also seeks to capture
long-term capital appreciation as a secondary
objective.
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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|
Annual
Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your
investment) |
Management
Fees |
0.45% |
Distribution
and/or Service (12b-1) Fees |
0.00% |
Other
Expenses |
0.00% |
Acquired
Fund Fees and Expenses 1 |
0.00% |
Total
Annual Fund Operating Expenses |
0.45% |
|
|
1
Acquired Fund Fees and
Expenses (“AFFE”) are the indirect costs of investing in other investment
companies.
Expense
Example
This Example is intended to help you compare the cost of investing
in the Fund with the cost of investing in other funds. The Example assumes that
you invest $10,000 in the Fund for the time periods indicated and then redeem
all of your Shares at the end of those periods. The Example also assumes that
your investment has a 5% return each year and that the Fund’s operating expenses
remain the same. The Example does not take into account brokerage commissions
that you may pay on your purchases and sales of Shares.
Although your
actual costs may be higher or lower, based on these assumptions your costs would
be:
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|
1 Year |
3
Years |
5
Years |
10
Years |
$46 |
$144 |
$252 |
$567 |
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 total annual fund operating expenses or in the expense example
above, affect the Fund’s performance. During the most recent fiscal period
December 30, 2020 (commencement of operations) through November 30, 2021, the
Fund’s portfolio turnover rate was 16 % of the average value of its
portfolio.
Principal
Investment Strategies
The Fund is an actively-managed
exchange-traded fund (“ETF”) that seeks to achieve its investment objectives by
investing in common stock issued by dividend paying, mid- and
large-capitalization companies whose market capitalization at the time of
purchase is typically in excess of $2 billion. Investment decisions for the Fund
are made by Sound Income Strategies, LLC (the “Sub-Adviser”), the Fund’s
sub-adviser. In making investment decisions for the Fund, the Sub-Adviser
conducts a fundamental, “bottom-up” analysis on individual securities, focusing
on companies with sound economic foundations, as demonstrated by indicators such
as: generally positive cash flows, favorable profitability ratios and manageable
leverage ratios. In creating the universe of securities eligible for selection
in the Fund’s portfolio, the Sub-Adviser seeks to identify companies with low
price to earnings ratios and high dividend yields to create a total portfolio
with an aggregate dividend yield that is twice the dividend yield of the S&P
500 Index. The Fund will also select securities that have a catalyst that the
Sub-Adviser believes will increase the price of the stock. Catalysts for equity
appreciation might include such factors as: new management, new products,
corporate restructuring, a recapitalization, or market dynamics, such as a turn
in the business cycle, change in factor costs, or competitive dynamics. The
Sub-Adviser may sell a security due to achievement of price objective,
significant change in the initial investment premise or fundamental
deterioration.
Under normal circumstances the
Fund will invest at least 80% its net assets (plus any borrowing made for
investment purposes) in equity securities. The Fund may invest in ETFs that
principally invest in equity securities. The Fund will typically hold securities
of approximately 30 companies in its portfolio.
The Fund is considered to be
non-diversified, which means that it may invest a greater percentage of its
assets in the securities of a single issuer or a smaller number of issuers than
if it were a diversified fund. However, the Fund has a policy that it will
reduce its holding in a security if the position makes up more than 6% of the
Fund’s portfolio.
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 per share (“NAV”), trading price, yield, total
return, and/or ability to meet its objectives. For more information about the
risks of investing in the Fund, see the section in the Fund’s Prospectus titled
“Additional Information About the Funds—Principal Risks of Investing in Each
Fund.”
Equity
Market Risk. The
Fund will invest in common stocks directly or indirectly through ETFs. Common
stocks are generally exposed to greater risk than other types of securities,
such as preferred stock and debt obligations, because common stockholders
generally have inferior rights to receive payment from specific issuers. The
equity securities held in the Fund’s portfolio may experience sudden,
unpredictable drops in value or long periods of decline in value. This may occur
because of factors that affect securities markets generally or factors affecting
specific issuers, industries, or sectors in which the Fund invests. Common
stocks, such as those held by the Fund, are generally exposed to greater risk
than other types of securities, such as preferred stock and debt obligations,
because common stockholders generally have inferior rights to receive payment
from issuers.
ETF
Risk.
◦Authorized
Participants, Market Makers, and Liquidity Providers Concentration Risk.
The
Fund has a limited number of financial institutions that are authorized to
purchase and redeem Shares directly from the Fund (known as “Authorized
Participants” or “APs”). In addition, there may be a limited number of market
makers and/or liquidity providers in the marketplace. To the extent either of
the following events occur, Shares may trade at a material discount to NAV and
possibly face delisting: (i) APs exit the business or otherwise become unable to
process creation and/or redemption orders and no other APs step forward to
perform these services; or (ii) market makers and/or liquidity providers exit
the business or significantly reduce their business activities and no other
entities step forward to perform their functions.
◦Costs
of Buying or Selling Shares. Due
to the costs of buying or selling Shares, including brokerage commissions
imposed by brokers and bid-ask spreads, frequent trading of Shares may
significantly reduce investment results and an investment in Shares may not be
advisable for investors who anticipate regularly making small
investments.
◦Shares
May Trade at Prices Other Than NAV. As
with all ETFs, Shares may be bought and sold in the secondary market at market
prices. Although it is expected that the market price of Shares will approximate
the Fund’s NAV, there may be times when the market price of Shares is more than
the NAV intra-day (premium) or less than the NAV intra-day (discount) due to
supply and demand of Shares or during periods of market volatility. This risk is
heightened in times of market volatility, periods of steep market declines, and
periods when there is limited trading activity for Shares in the secondary
market, in which case such premiums or discounts may be significant. 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 and discounts greater than those of ETFs holding only domestic
securities.
◦Trading.
Although Shares are listed on a national securities exchange, such as NYSE Arca,
Inc. (the “Exchange”), and may be traded on U.S. exchanges other than the
Exchange, there can be no assurance that Shares will trade with any volume, or
at all, on any stock exchange. In stressed market conditions, the liquidity of
Shares may begin to mirror the liquidity of the Fund’s underlying portfolio
holdings, which can be significantly less liquid than
Shares.
General
Market Risk.
Securities markets and individual securities may increase or decrease in value.
Security prices may fluctuate widely over short or extended periods in response
to market or economic news and conditions, and securities markets also tend to
move in cycles. If there is a general decline in the securities markets, it is
possible your investment may lose value regardless of the individual results of
the companies in which the Fund invests. The magnitude of up and down price or
market fluctuations over time is sometimes referred to as “volatility”, and it
can be significant. In addition, different asset classes and geographic markets
may experience periods of significant correlation with each other. As a result
of this correlation, the securities and markets in which the Fund invests may
experience volatility due to market, economic, political or social events and
conditions that may not readily appear to directly relate to such securities,
the securities’ issuer or the markets in which they trade.
Management
Risk. The
Fund is actively-managed and may not meet its investment objective based on the
Sub-Adviser’s success or failure to implement investment strategies for the
Fund.
Market
Capitalization Risk.
◦Large-Capitalization
Investing. The
securities of large-capitalization companies may be relatively mature compared
to smaller companies and therefore subject to slower growth during times of
economic expansion. Large-capitalization companies may also be unable to respond
quickly to new competitive challenges, such as changes in technology and
consumer tastes.
◦Mid-Capitalization
Investing. The
securities of mid-capitalization companies may be more vulnerable to adverse
issuer, market, political, or economic developments than securities of
large-capitalization companies. The securities of mid-capitalization companies
generally trade in lower volumes and are subject to greater and more
unpredictable price changes than large-capitalization stocks or the stock market
as a whole.
Non-Diversification
Risk.
Although the
Fund intends to invest in a variety of securities and instruments, the Fund is
considered to be non-diversified, which means that it may invest more of its
assets in the securities of a single issuer or a smaller number of issuers than
if it were a diversified fund. As a result, the Fund may be more exposed to the
risks associated with and developments affecting an individual issuer or a
smaller number of issuers than a fund that invests more widely. This may
increase the Fund’s volatility and cause the performance of a relatively smaller
number of issuers to have a greater impact on the Fund’s
performance.
Other
Investment Companies Risk.
The Fund will incur higher and duplicative expenses when it invests in ETFs and
other investment companies. By investing in another investment company, the Fund
becomes a shareholder of that investment company and bears its proportionate
share of the fees and expenses of the other investment company. There is also
the risk that the Fund may suffer losses due to the investment practices of the
underlying funds as the Fund will be subject to substantially the same risks as
those associated with the direct ownership of securities held by such investment
companies. ETFs may be less liquid than other investments, and thus their share
values more volatile than the values of the investments they hold. Investments
in ETFs are also subject to the “ETF Risks” described above.
Recent
Market Events Risk.
U.S. and international markets have experienced significant periods of
volatility in recent years and months due to a number of economic, political and
global macro factors including the impact of COVID-19 as a global pandemic,
which has resulted in a public health crisis, disruptions to business operations
and supply chains, stress on the global healthcare system, growth concerns in
the U.S. and overseas, staffing shortages and the inability to meet consumer
demand, and widespread concern and uncertainty. The global recovery from
COVID-19 is proceeding at slower than expected rates due to the emergence of
variant strains and may last for an extended period of time. Continuing
uncertainties regarding interest rates, rising inflation, political events,
rising government debt in the U.S. and trade tensions also contribute to market
volatility. As a result of continuing political tensions and armed conflicts,
including the war between Ukraine and Russia, the U.S. and the European Union
imposed sanctions on certain Russian individuals and companies, including
certain financial institutions, and have limited certain exports and imports to
and from Russia. The war has contributed to recent market volatility and may
continue to do so.
Recently
Organized Fund Risk. The
Fund is newer, with limited operating history. As a result, prospective
investors do not have a long-term track record or history on which to base their
investment decisions. There can be no assurance that the Fund will grow to or
maintain an economically viable size.
Value
Investing Risk.
The value approach to investing involves the risk that stocks may remain
undervalued. Value stocks may underperform the overall equity market if they
remain out of favor in the market or are not undervalued in the
market.
Performance
The following
performance information provides some indication of the risks of investing in
the Fund. The bar chart shows the Fund’s performance for the
calendar year ended December 31, 2021. The table illustrates how the Fund’s
average annual returns for the 1-year and since inception periods compare with
those of a broad measure of market performance. The Fund’s
past performance, before and after taxes, does not necessarily indicate how it
will perform in the future. Updated performance information is
available on the Fund’s website at www.soundetfs.com.
Calendar Year
Ended December 31,
During
the period of time shown in the bar chart, the Fund’s highest
quarterly return
was 21.06% for the quarter ended
March 31, 2021 and the
lowest
quarterly return was -1.22% for the quarter
ended September 30,
2021.
Average
Annual Total Returns
For
the Periods Ended December 31, 2021
|
|
|
|
|
|
|
|
|
|
|
|
|
1
Year |
|
Since
Inception
(12/30/2020) |
Return
Before Taxes |
33.46% |
|
34.22% |
Return
After Taxes on Distributions |
32.37% |
|
33.14% |
Return
After Taxes on Distributions and Sale of Fund
Shares |
20.50% |
|
26.01% |
S&P
500®
Total Return Index (reflects
no deduction for fees, expenses, or
taxes) |
28.71% |
|
29.45% |
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.
Management
Investment
Adviser
Toroso
Investments, LLC (“Toroso” or the “Adviser”) serves
as investment adviser to the Fund.
Investment
Sub-Adviser
Sound
Income Strategies, LLC (“SIS” or the “Sub-Adviser”) serves
as investment sub-adviser to the Fund.
Portfolio
Managers
The
following individuals are jointly and primarily responsible for the day-to-day
management of the Fund.
Michael
Venuto, Chief Investment Officer for Toroso, has been a portfolio manager
of the Fund since its inception in 2020.
Charles
A. Ragauss, CFA, Portfolio Manager for Toroso, has been a portfolio manager of
the Fund since its inception in 2020.
Eric
Beyrich, CFA, CFP, Portfolio Manager for SIS, has been a portfolio manager of
the Fund since its inception in 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 (the “Deposit Securities”) and/or a designated amount of U.S.
cash.
Shares
are listed on a national securities exchange, such as the Exchange, and
individual Shares may only be bought and sold in the secondary market through
brokers at market prices, rather than NAV. Because Shares trade at market prices
rather than NAV, Shares may trade at a price greater than NAV (premium) or less
than NAV (discount).
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. This difference in bid and ask
prices is often referred to as the “bid-ask spread.”
When
available, 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 soundetfs.com.
Tax
Information
Fund
distributions are generally taxable to shareholders as ordinary income,
qualified dividend income, or capital gains (or a combination), unless an
investment is in an IRA or other tax-advantaged account. Distributions on
investments made through tax-deferred arrangements may be taxed later upon
withdrawal of assets from those accounts.
Financial
Intermediary Compensation
If
you purchase Shares through a broker-dealer or other financial intermediary
(such as a bank) (an “Intermediary”), the Adviser, the Sub-Adviser, or their
affiliates may pay Intermediaries for certain activities related to the Fund,
including participation in activities that are designed to make Intermediaries
more knowledgeable about exchange-traded products, including the Fund, or for
other activities, such as marketing, educational training, or other initiatives
related to the sale or promotion of Shares. These payments may create a conflict
of interest by influencing the Intermediary and your salesperson to recommend
the Fund over another investment. Any such arrangements do not result in
increased Fund expenses. Ask your salesperson or visit the Intermediary’s
website for more information.
Sound
Enhanced Equity Income ETF – Fund Summary
Investment
Objective
The Sound Enhanced
Equity Income ETF’s (the “Fund” or the “Enhanced Equity Income
ETF”) primary objective is to generate current income via a dividend yield that
is at least two times that of the S&P 500 Index. The Fund also seeks to
capture long-term capital appreciation as a secondary objective. The Fund has
not yet commenced operations as of the date of this Prospectus.
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.
|
|
|
|
|
|
Annual
Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your
investment) |
Management
Fees |
0.68% |
Distribution
and/or Service (12b-1) Fees |
0.00% |
Other
Expenses 1 |
0.00% |
Acquired
Fund Fees and Expenses 1,
2 |
0.00% |
Total
Annual Fund Operating Expenses |
0.68% |
|
|
1
Estimated for the current
fiscal year
2
Acquired Fund Fees and
Expenses (“AFFE”) are the indirect costs of investing in other investment
companies.
Expense
Example
This Example is intended to help you compare the cost of investing
in the Fund with the cost of investing in other funds. The Example assumes that
you invest $10,000 in the Fund for the time periods indicated and then redeem
all of your Shares at the end of those periods. The Example also assumes that
your investment has a 5% return each year and that the Fund’s operating expenses
remain the same. The Example does not take into account brokerage commissions
that you may pay on your purchases and sales of Shares.
Although your
actual costs may be higher or lower, based on these assumptions your costs would
be:
Portfolio
Turnover
The Fund pays transaction costs, such as commissions, when it buys
and sells securities (or “turns over” its portfolio). A higher portfolio
turnover rate may indicate higher transaction costs and may result in higher
taxes when Shares are held in a taxable account. These costs, which are not
reflected in total annual fund operating expenses or in the expense example
above, affect the Fund’s performance. Because the Fund has not commenced
operations as of the date of this Prospectus, portfolio turnover information is
not yet available.
Principal
Investment Strategies
The Fund is an actively-managed
exchange-traded fund (“ETF”) that seeks to achieve its investment objective by
investing in equity securities. Investment decisions for the Fund are made by
Sound Income Strategies, LLC (the “Sub-Adviser”), the Fund’s sub-adviser. In
making investment decisions for the Fund, the Sub-Adviser conducts a
fundamental, “bottom-up” analysis on individual securities, focusing on
companies with sound economic foundations, as demonstrated by indicators such
as: generally positive cash flows, favorable profitability ratios and manageable
leverage ratios. In creating the universe of securities eligible for selection
in the Fund’s portfolio, the Sub-Adviser seeks to identify companies with low
price to earnings ratios and high dividend yields to create a total portfolio
with an aggregate dividend yield that is twice the dividend yield of the S&P
500 Index. The Fund will also select securities that have a catalyst that the
Sub-Adviser believes will increase the price of the stock. Catalysts for equity
appreciation might include such factors as: new management, new products,
corporate restructuring, a recapitalization, or market dynamics, such as a turn
in the business cycle, change in factor costs, or competitive dynamics. The
Sub-Adviser may sell a security due to achievement of price objective,
significant change in the initial investment premise or fundamental
deterioration.
The
Fund will seek to “enhance” equity returns by writing call and put options on
individual equity securities held in the Fund’s portfolio. The Fund may write a
call or put option when such option appears to be mispriced in order to increase
the Fund’s income with option premiums. Any written call or put option would be
covered by securities or cash. In the case of writing covered calls, the
Sub-Adviser seeks to identify situations where the option premium appears to be
too high, based on the known prospects for business growth or price
appreciation, so the Fund can earn a higher return collecting the option premium
than it expects to earn holding the stock and collecting the dividends alone.
The Fund will write put options on the securities of companies the Fund either
holds or intends to purchase and that the Sub-Adviser believes to be undervalued
and attractive to purchase at lower prices.
Under
normal circumstances the Fund will invest at least 80% its net assets (plus any
borrowing made for investment purposes) in equity securities. The Fund’s
investments in equity securities will primarily be common stock issued by
dividend paying, mid- and large-capitalization companies whose market
capitalization at the time of purchase is typically in excess of $2 billion. The
Fund may also invest in ETFs that principally invest in equity securities. The
Fund will typically hold securities of approximately 30 companies in its
portfolio.
The Fund is considered to be
non-diversified, which means that it may invest a greater percentage of its
assets in the securities of a single issuer or a smaller number of issuers than
if it were a diversified fund. However, the Fund has a policy that it will
reduce its holding in a security if the position makes up more than 6% of the
Fund’s portfolio.
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 per share (“NAV”), trading price, yield, total
return, and/or ability to meet its objective. For more information about the
risks of investing in the Fund, see the section in the Fund’s Prospectus titled
“Additional Information About the Funds—Principal Risks of Investing in Each
Fund.”
Derivatives
Risk.
The Fund’s derivative investments have risks, including the imperfect
correlation between the value of such instruments and the underlying assets or
index; the loss of principal, including the potential loss of amounts greater
than the initial amount invested in the derivative instrument; the possible
default of the other party to the transaction; and illiquidity of the derivative
investments. If a counterparty becomes bankrupt or otherwise fails to perform
its obligations under a derivative contract due to financial difficulties, the
Fund may experience significant delays in obtaining any recovery under the
derivative contract in a bankruptcy or other reorganization proceeding. The
derivatives used by the Fund may give rise to a form of leverage. Leverage
magnifies the potential for gain and the risk of loss. Certain of the Fund’s
transactions in derivatives could also affect the amount, timing, and character
of distributions to shareholders, which may result in the Fund realizing more
short-term capital gain and ordinary income subject to tax at ordinary income
tax rates than it would if it did not engage in such transactions, which may
adversely impact the Fund’s after-tax returns.
◦Options.
If the Fund sells an option, it sells to another person the right to buy from or
sell to the Fund (i.e., “call” or “put,” respectively) a specific amount of the
underlying instrument or swap or futures contract on the underlying instrument
at an agreed-upon price typically in exchange for a premium received by the
Fund. A decision as to whether, when and how to use options involves the
exercise of skill and judgment and even a well-conceived option transaction may
be unsuccessful because of market behavior or unexpected events. The prices of
options can be highly volatile and the use of options can lower total
returns.
Equity
Market Risk. The
Fund will invest in common stocks directly or indirectly through ETFs. Common
stocks are generally exposed to greater risk than other types of securities,
such as preferred stock and debt obligations, because common stockholders
generally have inferior rights to receive payment from specific issuers. The
equity securities held in the Fund’s portfolio may experience sudden,
unpredictable drops in value or long periods of decline in value. This may occur
because of factors that affect securities markets generally or factors affecting
specific issuers, industries, or sectors in which the Fund invests. Common
stocks, such as those held by the Fund, are generally exposed to greater risk
than other types of securities, such as preferred stock and debt obligations,
because common stockholders generally have inferior rights to receive payment
from issuers.
ETF
Risk.
◦Authorized
Participants, Market Makers, and Liquidity Providers Concentration Risk.
The
Fund has a limited number of financial institutions that are authorized to
purchase and redeem Shares directly from the Fund (known as “Authorized
Participants” or “APs”). In addition, there may be a limited number of market
makers
and/or
liquidity providers in the marketplace. To the extent either of the following
events occur, Shares may trade at a material discount to NAV and possibly face
delisting: (i) APs exit the business or otherwise become unable to process
creation and/or redemption orders and no other APs step forward to perform these
services; or (ii) market makers and/or liquidity providers exit the business or
significantly reduce their business activities and no other entities step
forward to perform their functions.
◦Cash
Redemption Risk. The
Fund’s investment strategy may require it to redeem Shares for cash or to
otherwise include cash as part of its redemption proceeds. For example, the Fund
may not be able to redeem in-kind certain securities held by the Fund (e.g.,
derivative instruments and bonds that cannot be broken up beyond certain minimum
sizes needed for transfer and settlement). In such a case, the Fund may be
required to sell or unwind portfolio investments to obtain the cash needed to
distribute redemption proceeds. This may cause the Fund to recognize a capital
gain that it might not have recognized if it had made a redemption in-kind. As a
result, the Fund may pay out higher annual capital gain distributions than if
the in-kind redemption process was used.
◦Costs
of Buying or Selling Shares. Due
to the costs of buying or selling Shares, including brokerage commissions
imposed by brokers and bid-ask spreads, frequent trading of Shares may
significantly reduce investment results and an investment in Shares may not be
advisable for investors who anticipate regularly making small
investments.
◦Shares
May Trade at Prices Other Than NAV. As
with all ETFs, Shares may be bought and sold in the secondary market at market
prices. Although it is expected that the market price of Shares will approximate
the Fund’s NAV, there may be times when the market price of Shares is more than
the NAV intra-day (premium) or less than the NAV intra-day (discount) due to
supply and demand of Shares or during periods of market volatility. This risk is
heightened in times of market volatility, periods of steep market declines, and
periods when there is limited trading activity for Shares in the secondary
market, in which case such premiums or discounts may be significant. 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 and discounts greater than those of ETFs holding only domestic
securities.
◦Trading.
Although Shares are listed on a national securities exchange, such as NYSE Arca,
Inc. (the “Exchange”), and may be traded on U.S. exchanges other than the
Exchange, there can be no assurance that Shares will trade with any volume, or
at all, on any stock exchange. In stressed market conditions, the liquidity of
Shares may begin to mirror the liquidity of the Fund’s underlying portfolio
holdings, which can be significantly less liquid than Shares.
General
Market Risk.
Securities markets and individual securities may increase or decrease in value.
Security prices may fluctuate widely over short or extended periods in response
to market or economic news and conditions, and securities markets also tend to
move in cycles. If there is a general decline in the securities markets, it is
possible your investment may lose value regardless of the individual results of
the companies in which the Fund invests. The magnitude of up and down price or
market fluctuations over time is sometimes referred to as “volatility”, and it
can be significant. In addition, different asset classes and geographic markets
may experience periods of significant correlation with each other. As a result
of this correlation, the securities and markets in which the Fund invests may
experience volatility due to market, economic, political or social events and
conditions that may not readily appear to directly relate to such securities,
the securities’ issuer or the markets in which they trade.
Management
Risk. The
Fund is actively-managed and may not meet its investment objective based on the
Sub-Adviser’s success or failure to implement investment strategies for the
Fund.
Market
Capitalization Risk.
◦Large-Capitalization
Investing. The
securities of large-capitalization companies may be relatively mature compared
to smaller companies and therefore subject to slower growth during times of
economic expansion. Large-capitalization companies may also be unable to respond
quickly to new competitive challenges, such as changes in technology and
consumer tastes.
◦Mid-Capitalization
Investing. The
securities of mid-capitalization companies may be more vulnerable to adverse
issuer, market, political, or economic developments than securities of
large-capitalization companies. The securities of mid-capitalization companies
generally trade in lower volumes and are subject to greater and more
unpredictable price changes than large-capitalization stocks or the stock market
as a whole.
New
Fund Risk. The
Fund is a recently organized management investment company with no operating
history. As a result, prospective investors do not have a track record or
history on which to base their investment decisions.
Non-Diversification
Risk.
Although the
Fund intends to invest in a variety of securities and instruments, the Fund is
considered to be non-diversified, which means that it may invest a greater
percentage of its assets in the securities of a single issuer or a smaller
number of issuers than if it were a diversified fund. As a result, the Fund may
be more exposed to the risks associated with and developments affecting an
individual issuer or a smaller number of issuers than a fund that invests more
widely. This may increase the Fund’s volatility and cause the performance of a
relatively smaller number of issuers to have a greater impact on the Fund’s
performance.
Other
Investment Companies Risk.
The Fund will incur higher and duplicative expenses when it invests in ETFs and
other investment companies. By investing in another investment company, the Fund
becomes a shareholder of that investment company and bears its proportionate
share of the fees and expenses of the other investment company. There is also
the risk that the Fund may suffer losses due to the investment practices of the
underlying funds as the Fund will be subject to substantially the same risks as
those associated with the direct ownership of securities held by such investment
companies. ETFs may be less liquid than other investments, and thus their share
values more volatile than the values of the investments they hold. Investments
in ETFs are also subject to the “ETF Risks” described above.
Recent
Market Events Risk.
U.S. and international markets have experienced significant periods of
volatility in recent years and months due to a number of economic, political and
global macro factors including the impact of COVID-19 as a global pandemic,
which has resulted in a public health crisis, disruptions to business operations
and supply chains, stress on the global healthcare system, growth concerns in
the U.S. and overseas, staffing shortages and the inability to meet consumer
demand, and widespread concern and uncertainty. The global recovery from
COVID-19 is proceeding at slower than expected rates due to the emergence of
variant strains and may last for an extended period of time. Continuing
uncertainties regarding interest rates, rising inflation, political events,
rising government debt in the U.S. and trade tensions also contribute to market
volatility. As a result of continuing political tensions and armed conflicts,
including the war between Ukraine and Russia, the U.S. and the European Union
imposed sanctions on certain Russian individuals and companies, including
certain financial institutions, and have limited certain exports and imports to
and from Russia. The war has contributed to recent market volatility and may
continue to do so.
Value
Investing Risk.
The value approach to investing involves the risk that stocks may remain
undervalued. Value stocks may underperform the overall equity market if they
remain out of favor in the market or are not undervalued in the
market.
Performance
Performance
information for the Fund is not included because the Fund has not commenced
operations as of the date of this Prospectus. When such
information is included, this section will provide some indication of the risks
of investing in the Fund by showing changes in the Fund’s performance history
from year to year and showing how the Fund’s average annual total returns
compare with those of a broad measure of market performance. Although past
performance of the Fund is no guarantee of how it will perform in the future,
historical performance may give you some indication of the risks of investing in
the Fund. Updated performance information will be available on
the Fund’s website at www.soundetfs.com
Management
Investment
Adviser
Toroso
Investments, LLC (“Toroso” or the “Adviser”) serves
as investment adviser to the Fund.
Investment
Sub-Adviser
Sound
Income Strategies, LLC (“SIS” or the “Sub-Adviser”) serves
as investment sub-adviser to the Fund.
Portfolio
Managers
The
following individuals are jointly and primarily responsible for the day-to-day
management of the Fund.
Michael
Venuto, Chief Investment Officer for Toroso, has been a portfolio manager
of the Fund since its inception.
Charles
A. Ragauss, CFA, Portfolio Manager for Toroso, has been a portfolio manager of
the Fund since its inception.
Eric
Beyrich, CFA, CFP, Portfolio Manager for SIS, has been a portfolio manager of
the Fund since its inception.
Purchase
and Sale of Shares
The
Fund has not commenced operations as of the date of this Prospectus and is not
currently available for purchase. The Fund issues and redeems Shares at NAV only
in large blocks known as “Creation Units,” which only APs (typically,
broker-dealers) may purchase or redeem. The Fund generally issues and redeems
Creation Units in exchange for a portfolio of securities (the “Deposit
Securities”) and/or a designated amount of U.S. cash.
Shares
are listed on a national securities exchange, such as the Exchange, and
individual Shares may only be bought and sold in the secondary market through
brokers at market prices, rather than NAV. Because Shares trade at market prices
rather than NAV, Shares may trade at a price greater than NAV (premium) or less
than NAV (discount).
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. This difference in bid and ask
prices is often referred to as the “bid-ask spread.”
When
available, 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.soundetfs.com.
Tax
Information
Fund
distributions are generally taxable to shareholders as ordinary income,
qualified dividend income, or capital gains (or a combination), unless an
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, the Sub-Adviser, or their
affiliates may pay Intermediaries for certain activities related to the Fund,
including participation in activities that are designed to make Intermediaries
more knowledgeable about exchange-traded products, including the Fund, or for
other activities, such as marketing, educational training, or other initiatives
related to the sale or promotion of Shares. These payments may create a conflict
of interest by influencing the Intermediary and your salesperson to recommend
the Fund over another investment. Any such arrangements do not result in
increased Fund expenses. Ask your salesperson or visit the Intermediary’s
website for more information.
Sound
Total Return ETF – Fund Summary
Investment
Objective
The Sound Total
Return ETF (the “Fund” or the “Total Return ETF”) seeks to
deliver a dividend return that is at least 1.5 times that of the S&P 500
Index and generate meaningful long-term capital growth. The Fund has not yet
commenced operations as of the date of this Prospectus.
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.
|
|
|
|
|
|
Annual
Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your
investment) |
Management
Fees |
0.59% |
Distribution
and/or Service (12b-1) Fees |
0.00% |
Other
Expenses 1 |
0.00% |
Acquired
Fund Fees and Expenses 1,
2 |
0.00% |
Total
Annual Fund Operating Expenses |
0.59% |
|
|
1
Estimated for the current
fiscal year
2
Acquired Fund Fees and
Expenses (“AFFE”) are the indirect costs of investing in other investment
companies.
Expense
Example
This Example is intended to help you compare the cost of investing
in the Fund with the cost of investing in other funds. The Example assumes that
you invest $10,000 in the Fund for the time periods indicated and then redeem
all of your Shares at the end of those periods. The Example also assumes that
your investment has a 5% return each year and that the Fund’s operating expenses
remain the same. The Example does not take into account brokerage commissions
that you may pay on your purchases and sales of Shares.
Although your
actual costs may be higher or lower, based on these assumptions your costs would
be:
Portfolio
Turnover
The Fund pays transaction costs, such as commissions, when it buys
and sells securities (or “turns over” its portfolio). A higher portfolio
turnover rate may indicate higher transaction costs and may result in higher
taxes when Shares are held in a taxable account. These costs, which are not
reflected in total annual fund operating expenses or in the expense example
above, affect the Fund’s performance. Because the Fund has not commenced
operations as of the date of this Prospectus, portfolio turnover information is
not yet available.
Principal
Investment Strategies
The Fund is an actively-managed
exchange-traded fund (“ETF”) that seeks to achieve its investment objective by
investing in portfolio of securities with a total return profile of dividend
yield and price appreciation. The Fund will typically invest in common stock
issued by mid- and large-capitalization companies whose market capitalization at
the time of purchase is in excess of $2 billion. Investment decisions for the
Fund are made by Sound Income Strategies, LLC (the “Sub-Adviser”), the Fund’s
sub-adviser. In making investment decisions for the Fund, the Sub-Adviser
conducts a fundamental, “bottom-up” analysis on individual securities, focusing
on companies with sound economic foundations, as demonstrated by indicators such
as: generally positive cash flows, favorable profitability ratios and manageable
leverage ratios. The Fund’s portfolio will be composed of a mix of
dividend-paying stocks and non-dividend-paying stocks that are considered by the
Sub-Adviser to be undervalued and have a catalyst that the Sub-Adviser believes
will increase the price the of the stock. Catalysts for equity appreciation
might include such factors as: new management, new products, corporate
restructuring, a recapitalization, or market dynamics, such as a turn in the
business cycle, change in factor costs, or competitive dynamics. The Sub-Adviser
uses industry-appropriate measures, such as price-to-earnings ratio,
price-to-book value, or enterprise value/EBITDA measures, to determine the
valuation of a company and its stock. The Sub-Adviser may sell a security due to
achievement of price
objective,
significant change in the initial investment premise or fundamental
deterioration. For securities that are expected to pay a dividend, the
Sub-Adviser seeks to identify companies that will create a portfolio with an
average dividend yield above the average dividend yield of the S&P 500
Index.
The
Fund may also invest in ETFs that invest in equity securities. The Fund will
typically hold securities issued by approximately 30 companies in its portfolio.
The Fund is considered to be
non-diversified, which means that it may invest a greater percentage of its
assets in the securities of a single issuer or a smaller number of issuers than
if it were a diversified fund. However, the Fund has a policy that it will
reduce its holding in a security if the position makes up more than 6% of the
Fund’s portfolio.
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 per share (“NAV”), trading price, yield, total
return, and/or ability to meet its objective. For more information about the
risks of investing in the Fund, see the section in the Fund’s Prospectus titled
“Additional Information About the Funds—Principal Risks of Investing in Each
Fund.”
Equity
Market Risk. The
Fund will invest in common stocks directly or indirectly through ETFs. Common
stocks are generally exposed to greater risk than other types of securities,
such as preferred stock and debt obligations, because common stockholders
generally have inferior rights to receive payment from specific issuers. The
equity securities held in the Fund’s portfolio may experience sudden,
unpredictable drops in value or long periods of decline in value. This may occur
because of factors that affect securities markets generally or factors affecting
specific issuers, industries, or sectors in which the Fund invests. Common
stocks, such as those held by the Fund, are generally exposed to greater risk
than other types of securities, such as preferred stock and debt obligations,
because common stockholders generally have inferior rights to receive payment
from issuers.
ETF
Risk.
◦Authorized
Participants, Market Makers, and Liquidity Providers Concentration Risk.
The
Fund has a limited number of financial institutions that are authorized to
purchase and redeem Shares directly from the Fund (known as “Authorized
Participants” or “APs”). In addition, there may be a limited number of market
makers and/or liquidity providers in the marketplace. To the extent either of
the following events occur, Shares may trade at a material discount to NAV and
possibly face delisting: (i) APs exit the business or otherwise become unable to
process creation and/or redemption orders and no other APs step forward to
perform these services; or (ii) market makers and/or liquidity providers exit
the business or significantly reduce their business activities and no other
entities step forward to perform their functions.
◦Costs
of Buying or Selling Shares. Due
to the costs of buying or selling Shares, including brokerage commissions
imposed by brokers and bid-ask spreads, frequent trading of Shares may
significantly reduce investment results and an investment in Shares may not be
advisable for investors who anticipate regularly making small
investments.
◦Shares
May Trade at Prices Other Than NAV. As
with all ETFs, Shares may be bought and sold in the secondary market at market
prices. Although it is expected that the market price of Shares will approximate
the Fund’s NAV, there may be times when the market price of Shares is more than
the NAV intra-day (premium) or less than the NAV intra-day (discount) due to
supply and demand of Shares or during periods of market volatility. This risk is
heightened in times of market volatility, periods of steep market declines, and
periods when there is limited trading activity for Shares in the secondary
market, in which case such premiums or discounts may be significant. 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 and discounts greater than those of ETFs holding only domestic
securities.
◦Trading.
Although Shares are listed on a national securities exchange, such as NYSE Arca,
Inc. (the “Exchange”), and may be traded on U.S. exchanges other than the
Exchange, there can be no assurance that Shares will trade with any volume, or
at all, on any stock exchange. In stressed market conditions, the liquidity of
Shares may begin to mirror the liquidity of the Fund’s underlying portfolio
holdings, which can be significantly less liquid than
Shares.
General
Market Risk.
Securities markets and individual securities may increase or decrease in value.
Security prices may fluctuate widely over short or extended periods in response
to market or economic news and conditions, and securities markets also tend to
move in cycles. If there is a general decline in the securities markets, it is
possible your investment may lose value regardless of the individual results of
the companies in which the Fund invests. The magnitude of up and down price or
market fluctuations over time is sometimes referred to as “volatility”, and it
can be significant. In addition, different asset classes and geographic markets
may experience periods of significant correlation with each other. As a result
of this correlation, the securities and markets in which the Fund invests may
experience volatility due to market, economic, political or social events and
conditions that may not readily appear to directly relate to such securities,
the securities’ issuer or the markets in which they trade.
Management
Risk. The
Fund is actively-managed and may not meet its investment objective based on the
Sub-Adviser’s success or failure to implement investment strategies for the
Fund.
Market
Capitalization Risk.
◦Large-Capitalization
Investing. The
securities of large-capitalization companies may be relatively mature compared
to smaller companies and therefore subject to slower growth during times of
economic expansion. Large-capitalization companies may also be unable to respond
quickly to new competitive challenges, such as changes in technology and
consumer tastes.
◦Mid-Capitalization
Investing. The
securities of mid-capitalization companies may be more vulnerable to adverse
issuer, market, political, or economic developments than securities of
large-capitalization companies. The securities of mid-capitalization companies
generally trade in lower volumes and are subject to greater and more
unpredictable price changes than large-capitalization stocks or the stock market
as a whole.
New
Fund Risk. The
Fund is a recently organized management investment company with no operating
history. As a result, prospective investors do not have a track record or
history on which to base their investment decisions.
Non-Diversification
Risk.
Although the
Fund intends to invest in a variety of securities and instruments, the Fund is
considered to be non-diversified, which means that it may invest a greater
percentage of its assets in the securities of a single issuer or a smaller
number of issuers than if it were a diversified fund. As a result, the Fund may
be more exposed to the risks associated with and developments affecting an
individual issuer or a smaller number of issuers than a fund that invests more
widely. This may increase the Fund’s volatility and cause the performance of a
relatively smaller number of issuers to have a greater impact on the Fund’s
performance.
Other
Investment Companies Risk.
The Fund will incur higher and duplicative expenses when it invests in ETFs and
other investment companies. By investing in another investment company, the Fund
becomes a shareholder of that investment company and bears its proportionate
share of the fees and expenses of the other investment company. There is also
the risk that the Fund may suffer losses due to the investment practices of the
underlying funds as the Fund will be subject to substantially the same risks as
those associated with the direct ownership of securities held by such investment
companies. ETFs may be less liquid than other investments, and thus their share
values more volatile than the values of the investments they hold. Investments
in ETFs are also subject to the “ETF Risks” described above.
Recent
Market Events Risk.
U.S. and international markets have experienced significant periods of
volatility in recent years and months due to a number of economic, political and
global macro factors including the impact of COVID-19 as a global pandemic,
which has resulted in a public health crisis, disruptions to business operations
and supply chains, stress on the global healthcare system, growth concerns in
the U.S. and overseas, staffing shortages and the inability to meet consumer
demand, and widespread concern and uncertainty. The global recovery from
COVID-19 is proceeding at slower than expected rates due to the emergence of
variant strains and may last for an extended period of time. Continuing
uncertainties regarding interest rates, rising inflation, political events,
rising government debt in the U.S. and trade tensions also contribute to market
volatility. As a result of continuing political tensions and armed conflicts,
including the war between Ukraine and Russia, the U.S. and the European Union
imposed sanctions on certain Russian individuals and companies, including
certain financial institutions, and have limited certain exports and imports to
and from Russia. The war has contributed to recent market volatility and may
continue to do so.
Value
Investing Risk.
The value approach to investing involves the risk that stocks may remain
undervalued. Value stocks may underperform the overall equity market if they
remain out of favor in the market or are not undervalued in the
market.
Performance
Performance
information for the Fund is not included because the Fund has not commenced
operations as of the date of this Prospectus. When such
information is included, this section will provide some indication of the risks
of investing in the Fund by showing changes in the Fund’s performance history
from year to year and showing how the Fund’s average annual total returns
compare with those of a broad measure of market performance. Although past
performance of the Fund is no guarantee of how it will perform in the future,
historical performance may give you some indication of the risks of investing in
the Fund. Updated performance information will be available on
the Fund’s website at www.soundetfs.com.
Management
Investment
Adviser
Toroso
Investments, LLC (“Toroso” or the “Adviser”) serves
as investment adviser to the Fund.
Investment
Sub-Adviser
Sound
Income Strategies, LLC (“SIS” or the “Sub-Adviser”) serves
as investment sub-adviser to the Fund.
Portfolio
Managers
The
following individuals are jointly and primarily responsible for the day-to-day
management of the Fund.
Michael
Venuto, Chief Investment Officer for Toroso, has been a portfolio manager
of the Fund since its inception.
Charles
A. Ragauss, CFA, Portfolio Manager for Toroso, has been a portfolio manager of
the Fund since its inception.
Eric
Beyrich, CFA, CFP, Portfolio Manager for SIS, has been a portfolio manager of
the Fund since its inception.
Purchase
and Sale of Shares
The
Fund has not commenced operations as of the date of this Prospectus and is not
currently available for purchase. The Fund issues and redeems Shares at NAV only
in large blocks known as “Creation Units,” which only APs (typically,
broker-dealers) may purchase or redeem. The Fund generally issues and redeems
Creation Units in exchange for a portfolio of securities (the “Deposit
Securities”) and/or a designated amount of U.S. cash.
Shares
are listed on a national securities exchange, such as the Exchange, and
individual Shares may only be bought and sold in the secondary market through
brokers at market prices, rather than NAV. Because Shares will 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. This difference in bid and ask
prices is often referred to as the “bid-ask spread.”
When
available, 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 soundetfs.com.
Tax
Information
Fund
distributions are generally taxable to shareholders as ordinary income,
qualified dividend income, or capital gains (or a combination), unless an
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, the Sub-Adviser, or their
affiliates may pay Intermediaries for certain activities related to the Fund,
including participation in activities that are designed to make Intermediaries
more knowledgeable about exchange-traded products, including the Fund, or for
other activities, such as marketing, educational training, or other initiatives
related to the sale or promotion of Shares. These payments may create a conflict
of interest by influencing the Intermediary and your salesperson to recommend
the Fund over another investment. Any such arrangements do not result in
increased Fund expenses. Ask your salesperson or visit the Intermediary’s
website for more information.
ADDITIONAL
INFORMATION ABOUT THE FUNDS
Investment
Objective
The
Sound Fixed Income ETF (the “Fixed Income ETF”) seeks current
income.
The
Sound Enhanced Fixed Income ETF (the “Enhanced Fixed Income ETF”) seeks current
income while providing the opportunity for capital appreciation.
The
Sound Equity Income ETF’s (the “Equity Income ETF”) primary objective is to
generate current income via a dividend yield that is at least two times that of
the S&P 500 Index. The Fund also seeks to capture long-term capital
appreciation as a secondary objective.
The
Sound Enhanced Equity Income ETF’s (the “Enhanced Equity Income ETF”) primary
objective is to generate current income via a dividend yield that is at least
two times that of the S&P 500 Index. The Fund also seeks to capture
long-term capital appreciation as a secondary objective.
The
Sound Total Return ETF (the “Total Return ETF”) seeks to deliver a dividend
return that is at least 1.5 times that of the S&P 500 Index and generate
meaningful long-term capital growth.
An
investment objective is fundamental if it cannot be changed without the consent
of the holders of a majority of the outstanding Shares. Each Fund’s investment
objective has not been adopted as a fundamental investment policy and therefore
may be changed without the consent of the Fund’s shareholders upon approval by
the Board of Trustees (the “Board”) of Tidal ETF Trust (the “Trust”) and written
notice to shareholders.
Change
in Investment Policy
Each
of the Sound Fixed Income ETF and the Sound Enhanced Fixed Income ETF will not
change its investment policy of, under normal market conditions, investing at
least 80% of its net assets (plus borrowings for investment purposes) in fixed
income securities without providing 60 days’ notice to shareholders.
Each
of the Sound
Equity Income ETF and the Sound Enhanced Equity Income ETF will not change its
investment policy of, under normal market conditions, investing at least 80% its
net assets (plus any borrowing made for investment purposes) in equity
securities without providing 60 days’ 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 (except where
otherwise noted) in the sections titled “Fund Summary—Principal Investment
Strategies” above.
Investments
by Other Registered Investment Companies in the Funds
Section
12(d)(1) of the 1940 Act restricts investments by registered investment
companies in the securities of other investment companies, including Shares.
Registered investment companies are permitted to invest in the Funds beyond the
limits set forth in Section 12(d)(1), subject to certain terms and conditions
set forth in an SEC exemptive order issued to the Trust or rule under the 1940
Act, including that such investment companies enter into an agreement with the
Funds.
Put
Options
The
Enhanced Equity Income Fund may write put options to obtain additional premium
income. The Enhanced Equity Income Fund intends to write put options when the
Sub-Adviser calculates that the Fund will collect an option premium or purchase
a security at a price that the Sub-Adviser believes to be lower than fair value;
however, the strategy may result in the Fund paying a higher price than
otherwise would be paid for the security without such an option, thereby
increasing the security’s cost and reducing its yield.
A
put option gives the buyer of the option the right to sell a security at a
specified future date at an agreed upon price (the “strike price”) in exchange
for a premium paid by the buyer to the Fund. If the Fund sells (writes) a put
option and the market price drops below the strike price, the Fund is obligated
to purchase the underlying security from the buyer of the put option. The Fund
will segregate cash or other liquid assets in an amount equal to the value of
the exercise liability of a put option, adjusted daily to the option’s current
market value.
Temporary
Defensive Strategies
For
temporary defensive purposes during adverse market, economic, political, or
other conditions, a Fund may invest up to 100% of its assets in cash or cash
equivalents, such as U.S. Government obligations, investment grade debt
securities and
other
money market instruments. Taking a temporary defensive position may result in a
Fund not achieving its investment objective.
Manager
of Managers Structure
The
Funds and the Adviser have received exemptive relief from the SEC permitting the
Adviser (subject to certain conditions and the approval of the Board) to change
or select new unaffiliated sub-advisers without obtaining shareholder approval.
The relief also permits the Adviser to materially amend the terms of agreements
with an unaffiliated sub-adviser (including an increase in the fee paid by the
Adviser to the unaffiliated sub-adviser (and not paid by a Fund)) or to continue
the employment of an unaffiliated 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 unaffiliated
sub-adviser changes. The Adviser has the ultimate responsibility, subject to
oversight by the Board, to oversee any sub-adviser(s) and recommend their
hiring, termination and replacement.
Principal
Risks of Investing in each Fund
There
can be no assurance that a Fund will achieve its investment objective. The
following information is in addition to, and should be read along with, the
description of each Fund’s principal investment risks in the section titled
“Fund Summary— Principal Investment Risks” above. 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 Funds, regardless of the order
in which it appears. The risks below apply to each Fund as indicated in the
following table. The number of risk factors applicable to a Fund does not
necessarily correlate to the overall risk of an investment in that Fund.
Additional information about each such risk and its potential impact on a Fund
is set forth below the table.
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|
Sound
Fixed Income ETF |
Sound
Enhanced Fixed Income ETF |
Sound
Equity Income ETF |
Sound
Enhanced Equity Income ETF |
Sound
Total Return ETF |
BDC
Risk
|
|
X |
|
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|
Credit
Risk |
X |
X |
|
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Derivatives
Risk |
|
|
|
X |
|
—
Options |
|
|
|
X |
|
Equity
Market Risk |
|
|
X |
X |
X |
ETF
Risk |
X |
X |
X |
X |
X |
—
Authorized Participants, Market Makers, and Liquidity Providers
Concentration Risk |
X |
X |
X |
X |
X |
—
Cash Redemption Risk |
X |
X |
|
X |
|
—
Costs of Buying or Selling Shares |
X |
X |
X |
X |
X |
—
Shares May Trade at Prices Other Than NAV |
X |
X |
X |
X |
X |
—
Trading |
X |
X |
X |
X |
X |
Financial
Services Sector Risk |
|
|
X |
|
|
Fixed
Income Risk |
X |
X |
|
|
|
Foreign
Securities Risks |
X |
X |
|
|
|
General
Market Risk |
X |
X |
X |
X |
X |
High
Yield Securities Risk |
X |
X |
|
|
|
Illiquid
Investments Risks |
|
X |
|
|
|
Interest
Rate Risk |
X |
X |
|
|
|
Management
Risk |
X |
X |
X |
X |
X |
Market
Capitalization Risk. |
X |
X |
X |
X |
X |
—
Large-Capitalization Investing |
X |
X |
X |
X |
X |
—
Mid-Capitalization Investing |
X |
X |
X |
X |
X |
—
Small-Capitalization Investing |
X |
X |
|
|
|
New
Fund Risk |
X |
|
|
X |
X |
|
|
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|
|
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|
|
|
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|
Sound
Fixed Income ETF |
Sound
Enhanced Fixed Income ETF |
Sound
Equity Income ETF |
Sound
Enhanced Equity Income ETF |
Sound
Total Return ETF |
Non-Diversification
Risk |
X |
X |
X |
X |
X |
Other
Investment Companies Risk |
X |
X |
X |
X |
X |
Preferred
Stocks Risk |
X |
X |
|
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REIT
Risk |
|
X |
|
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|
Recent
Market Events Risk |
X |
X |
X |
X |
X |
Recently
Organized Fund Risk |
|
X |
X |
|
|
Sovereign
Debt Risk |
X |
X |
|
|
|
U.S.
Government Obligations Risk |
X |
X |
|
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Value
Investing Risk |
|
|
X |
X |
X |
BDC
Risk.
BDCs
generally invest in debt securities that are not rated by a credit rating agency
and are considered below investment grade quality (“junk bonds”). Little public
information generally exists for the type of companies in which a BDC may invest
and, therefore, there is a risk that the Fund may not be able to make a fully
informed evaluation of the BDC and its portfolio of investments. In addition,
investments made by BDCs are typically illiquid and are difficult to value for
purposes of determining a BDC’s net asset value.
Credit
Risk.
Debt securities are subject to the risk of an issuer’s (or other party’s)
failure or inability to meet its obligations under the security. Multiple
parties may have obligations under a debt security. An issuer or borrower may
fail to pay principal and interest when due. A guarantor, insurer or credit
support provider may fail to provide the agreed upon protection. A counterparty
to a transaction may fail to perform its side of the bargain. An intermediary or
agent interposed between the investor and other parties may fail to perform the
terms of its service. Also, performance under a debt security may be linked to
the obligations of other persons who may fail to meet their obligations. The
credit risk associated with a debt security could increase to the extent that a
Fund’s ability to benefit fully from its investment in the security depends on
the performance by multiple parties of their respective contractual or other
obligations. The market value of a debt security is also affected by the
market’s perception of the creditworthiness of the issuer.
Derivatives
Risk.
The Fund’s derivative investments have risks, including the imperfect
correlation between the value of such instruments and the underlying assets or
index; the loss of principal, including the potential loss of amounts greater
than the initial amount invested in the derivative instrument; the possible
default of the other party to the transaction; and illiquidity of the derivative
investments. If a counterparty becomes bankrupt or otherwise fails to perform
its obligations under a derivative contract due to financial difficulties, the
Fund may experience significant delays in obtaining any recovery under the
derivative contract in a bankruptcy or other reorganization proceeding. The
derivatives used by the Fund may give rise to a form of leverage. Leverage
magnifies the potential for gain and the risk of loss. Certain of the Fund’s
transactions in derivatives could also affect the amount, timing, and character
of distributions to shareholders, which may result in the Fund realizing more
short-term capital gain and ordinary income subject to tax at ordinary income
tax rates than it would if it did not engage in such transactions, which may
adversely impact the Fund’s after-tax returns.
◦Options.
If the Fund sells an option, it sells to another person the right to buy from or
sell to the Fund (i.e., “call” or “put,” respectively) a specific amount of the
underlying instrument or swap or futures contract on the underlying instrument
at an agreed-upon price typically in exchange for a premium received by the
Fund. A decision as to whether, when and how to use options involves the
exercise of skill and judgment and even a well-conceived option transaction may
be unsuccessful because of market behavior or unexpected events. The prices of
options can be highly volatile and the use of options can lower total
returns.
Equity
Market Risk. The
equity securities held in the Fund’s portfolio may experience sudden,
unpredictable drops in value or long periods of decline in value. This may occur
because of factors that affect securities markets generally or factors affecting
specific issuers, industries, or sectors in which the Fund invests. Common
stocks, such as those held by the Fund, are generally exposed to greater risk
than other types of securities, such as preferred stock and debt obligations,
because common stockholders generally have inferior rights to receive payment
from issuers. Securities in the Fund’s portfolio may underperform in comparison
to securities in the general financial markets, a particular financial market,
or other asset classes, due to a number of factors, including inflation (or
expectations for inflation), interest rates, global demand for particular
products or resources, natural disasters or events, pandemic diseases,
terrorism, regulatory events, or government controls.
ETF
Risk.
◦Authorized
Participants, Market Makers, and Liquidity Providers Concentration Risk.
The
Fund has a limited number of financial institutions that may act as APs. In
addition, there may be a limited number of market makers and/or liquidity
providers in the marketplace. To the extent either of the following events
occur, Shares may trade at a material discount to NAV and possibly face
delisting: (i) APs exit the business or otherwise become unable to process
creation and/or redemption orders and no other APs step forward to perform these
services; or (ii) market makers and/or liquidity providers exit the business or
significantly reduce their business activities and no other entities step
forward to perform their functions.
◦Cash
Redemption Risk. The
Fund’s investment strategy may require it to redeem Shares for cash or to
otherwise include cash as part of its redemption proceeds. For example, the Fund
may not be able to redeem in-kind certain securities held by the Fund (e.g., TBA
transactions, short positions, derivative instruments, and bonds that cannot be
broken up beyond certain minimum sizes needed for transfer and settlement). In
such a case, the Fund may be required to sell or unwind portfolio investments to
obtain the cash needed to distribute redemption proceeds. This may cause the
Fund to recognize a capital gain that it might not have recognized if it had
made a redemption in-kind. As a result, the Fund may pay out higher annual
capital gain distributions than if the in-kind redemption process was
used.
◦Costs
of Buying or Selling Shares. Investors
buying or selling Shares in the secondary market will pay brokerage commissions
or other charges imposed by brokers, as determined by that broker. Brokerage
commissions are often a fixed amount and may be a significant proportional cost
for investors seeking to buy or sell relatively small amounts of Shares. In
addition, secondary market investors will also incur the cost of the bid/ask
spread. The bid/ask spread varies over time for Shares based on trading volume
and market liquidity, and is generally lower if Shares have more trading volume
and market liquidity and higher if Shares have little trading volume and market
liquidity. Further, a relatively small investor base in the Fund, asset swings
in the Fund and/or increased market volatility may cause increased bid/ask
spreads. Due to the costs of buying or selling Shares, including bid/ask
spreads, frequent trading of Shares may significantly reduce investment results
and an investment in Shares may not be advisable for investors who anticipate
regularly making small investments.
◦Shares
May Trade at Prices Other Than NAV. As
with all ETFs, Shares may be bought and sold in the secondary market at market
prices. Although it is expected that the market price of the 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 the Shares or during periods of market
volatility. This risk is heightened in times of market volatility or periods of
steep market declines. The market price of Shares during the trading day, like
the price of any exchange-traded security, includes a “bid/ask” spread charged
by the exchange specialist, market makers or other participants that trade the
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.
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.
Financial
Services Sector Risk.
The Fund may be subject financial services sector risks. Companies in the
financial services sector are often subject to risks tied to the global
financial markets, which have experienced very difficult conditions and
volatility as well as significant adverse trends. The conditions in these
markets have resulted in a decrease in availability of corporate credit, capital
and liquidity and have led indirectly to the insolvency, closure or acquisition
of a number of financial institutions.
Fixed
Income Risk.
The value of the Fund’s investments in fixed income securities will fluctuate
with changes in interest rates. Typically, a rise in interest rates causes a
decline in the value of fixed income securities owned indirectly by the Fund. On
the other hand, if rates fall, the value of the fixed income securities
generally increases. The Fund may be subject to a greater risk of rising
interest rates due to the current period of historically low rates and the
effect of potential government fiscal policy initiatives and resulting market
reaction to those initiatives. In general, the market price of fixed income
securities with longer maturities will increase or decrease more in response to
changes in interest rates than shorter-term securities.
Foreign
Securities Risks.
Certain foreign countries may impose exchange control regulations, restrictions
on repatriation of profit on investments or of capital invested, local taxes on
investments, and restrictions on the ability of issuers of non-U.S. securities
to make payments of principal and interest to investors located outside the
country, whether from currency blockage or otherwise. In addition, the Fund will
be subject to risks associated with adverse political and economic developments
in foreign countries, including seizure or nationalization of foreign deposits,
the imposition of economic sanctions, different legal systems and laws relating
to bankruptcy and creditors’ rights and the potential inability to enforce legal
judgments, all of which could cause the Fund to lose money on its investments in
non-U.S. securities. The cost of servicing external debt will also generally be
adversely affected by rising international interest rates, as many external debt
obligations bear interest at rates which are adjusted based upon international
interest rates. Because non-U.S. securities may trade on days when Shares are
not priced, NAV may change at times when the Fund’s shares cannot be
sold.
Foreign
banks and securities depositories at which the Fund holds its foreign securities
and cash may be recently organized or new to the foreign custody business and
may be subject to only limited or no regulatory oversight. Additionally, many
foreign governments do not supervise and regulate stock exchanges, brokers and
the sale of securities to the same extent as does the United States and may not
have laws to protect investors that are comparable to U.S. securities laws.
Settlement and clearance procedures in certain foreign markets may result in
delays in payment for or delivery of securities not typically associated with
settlement and clearance of U.S. investments.
In
recent years, the European financial markets have experienced volatility and
adverse trends due to concerns about economic downturns in, or rising government
debt levels of, several European countries. These events may spread to other
countries in Europe, including countries that do not use the Euro. These events
may affect the value and liquidity of certain of the Fund’s
investments.
General
Market Risk.
Economies and financial markets throughout the world are becoming increasingly
interconnected, which increases the likelihood that events or conditions in one
country or region will adversely impact markets or issuers in other countries or
regions. Securities in the Fund’s portfolios may underperform in comparison to
securities in the general financial markets, a particular financial market or
other asset classes, due to a number of factors, including inflation (or
expectations for inflation), interest rates, global demand for particular
products or resources, natural disasters or events, pandemic diseases,
terrorism, regulatory events, and government controls.
High
Yield Securities Risk.
Securities rated below investment grade are often referred to as high yield
securities or “junk bonds.” Investments in lower rated corporate debt securities
typically entail greater price volatility and principal and income risk. High
yield securities may be more susceptible to real or perceived adverse economic
and competitive industry conditions than investment grade securities. The prices
of high yield securities have been found to be more sensitive to adverse
economic downturns or individual corporate developments. A projection of an
economic downturn or of a period of rising interest rates, for example, could
cause a decline in high yield security prices because the advent of a recession
could lessen the ability of a highly leveraged company to make principal and
interest payments on its debt securities. If an issuer of high yield securities
defaults, in addition to risking payment of all or a portion of interest and
principal, the Fund by investing in such securities may incur additional
expenses to obtain recovery.
Illiquid
Investments Risks.
The Fund may invest up to 15% of its net assets in illiquid or restricted
investments deemed illiquid. Investments in restricted investments could have
the effect of increasing the amount of the Fund’s assets invested in illiquid
investments if qualified institutional buyers are unwilling to purchase these
securities.
Illiquid
and restricted investments may be difficult to dispose of at a fair price at the
times when the Fund believes it is desirable to do so. The market price of
illiquid and restricted investments generally is more volatile than that of more
liquid securities, which may adversely affect the price that the Fund pays for
or recovers upon the sale of such investments. Illiquid and restricted
investments are also more difficult to value, especially in challenging markets.
The Sub-Adviser’s judgment may play a greater role in the valuation process.
Investment of the Fund’s assets in illiquid and restricted investments may
restrict the Fund’s ability to take advantage of market opportunities. To
dispose of an unregistered investment, the Fund, where it has contractual rights
to do so, may have to cause such investment to be registered. A considerable
period may elapse between the time the decision is made to sell the investment
and the time the investment is registered, thereby enabling
the
Fund to sell it. Contractual restrictions on the resale of investments vary in
length and scope and are generally the result of a negotiation between the
issuer and acquiror of the investments. In either case, the Fund would bear
market risks during that period. Liquidity risk may impact the Fund’s ability to
meet shareholder redemptions and as a result, the Fund may be forced to sell
investments at inopportune prices.
Certain
fixed income instruments are not readily marketable and may be subject to
restrictions on resale. Fixed income instruments may not be listed on any
national securities exchange and no active trading market may exist for certain
of the fixed income instruments in which the Fund will invest. Where a secondary
market exists, the market for some fixed income instruments may be subject to
irregular trading activity, wide bid-ask spreads and extended trade settlement
periods. In addition, dealer inventories of certain investments are at historic
lows in relation to market size, which indicates a potential for reduced
liquidity as dealers may be less able to “make markets” for certain fixed income
investments.
Interest
Rate Risk.
The Fund’s investments in bonds and other debt securities will change in value
based on changes in interest rates. If rates rise, the value of these
investments generally declines. Securities with greater interest rate
sensitivity and longer maturities generally are subject to greater fluctuations
in value. The market value of debt securities generally varies in response to
changes in prevailing interest rates. Interest rate changes can be sudden and
unpredictable. In addition, short-term and long-term rates are not necessarily
correlated to each other as short-term rates tend to be influenced by government
monetary policy while long-term rates are market driven and may be influenced by
macroeconomic events (such as economic expansion or contraction), inflation
expectations, as well as supply and demand.
During
periods of declining interest rates, the market value of debt securities
generally increases. Conversely, during periods of rising interest rates, the
market value of debt securities generally declines. This occurs because new debt
securities are likely to be issued with higher interest rates as interest rates
increase, making the old or outstanding debt securities less attractive. In
general, the market prices of long-term debt securities or securities that make
little (or no) interest payments are more sensitive to interest rate
fluctuations than shorter-term debt securities. The longer a Fund’s average
weighted portfolio duration, the greater the potential impact a change in
interest rates will have on its share price. Also, certain segments of the fixed
income markets, such as high quality bonds, tend to be more sensitive to
interest rate changes than other segments, such as lower-quality
bonds.
Management
Risk. The
Fund is actively-managed and the Fund may not meet its investment objective
based on the Sub-Adviser’s success or failure to implement investment strategies
for the Fund.
Market
Capitalization Risk.
◦Large-Capitalization
Investing. The
securities of large-capitalization companies may be relatively mature compared
to smaller companies and therefore subject to slower growth during times of
economic expansion. Large-capitalization companies may also be unable to respond
quickly to new competitive challenges, such as changes in technology and
consumer tastes.
◦Mid-Capitalization
Investing. The
securities of mid-capitalization companies may be more vulnerable to adverse
issuer, market, political, or economic developments than securities of
large-capitalization companies. The securities of mid-capitalization companies
generally trade in lower volumes and are subject to greater and more
unpredictable price changes than large capitalization stocks or the stock market
as a whole. Some mid-capitalization companies have limited product lines,
markets, financial resources, and management personnel and tend to concentrate
on fewer geographical markets relative to large-capitalization
companies.
◦Small-Capitalization
Investing.
The securities of small-capitalization companies may be more vulnerable to
adverse issuer, market, political, or economic developments than securities of
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. 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.
New
Fund Risk. The
Fund is a recently organized management investment company with no operating
history. As a result, prospective investors do not have a track record or
history on which to base their investment decision. There can be no assurance
that the Fund will grow to or maintain an economically viable size.
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 small number of issuers than if
it was a diversified fund. As a result, a decline in the value of an investment
in a single issuer or a small number of issuers could cause the Fund’s overall
value to decline to a greater degree than if the Fund held a more diversified
portfolio.
Other
Investment Companies Risk.
The Fund will incur higher and duplicative expenses when it invests in ETFs and
other investment companies. By investing in another investment company, the Fund
becomes a shareholder of that investment company and bears its proportionate
share of the fees and expenses of the other investment company. There is also
the risk that the Fund may suffer losses due to the investment practices of the
underlying funds as the Fund will be subject to substantially the same risks as
those associated with the direct ownership of securities held by such investment
companies. ETFs may be less liquid than other investments, and thus their share
values more volatile than the values of the investments they hold. Investments
in ETFs are also subject to the “ETF Risks” described above.
Preferred
Stocks Risk.
Preferred stocks are subject to the risks of equity securities generally and
also risks associated with fixed-income securities, such as interest rate risk.
A company’s preferred stock, which may pay fixed or variable rates of return,
generally pays dividends only after the company makes required payments to
creditors, including vendors, depositors, counterparties, holders of its bonds
and other fixed-income securities. As a result, the value of a company’s
preferred stock will react more strongly than bonds and other debt to actual or
perceived changes in the company’s financial condition or prospects. Preferred
stock may be less liquid than many other types of securities, such as common
stock, and generally has limited or no voting rights. In addition, preferred
stock is subject to the risks that a company may defer or not pay dividends,
and, in certain situations, may call or redeem its preferred stock or convert it
to common stock. To the extent that the Fund invests a substantial portion of
its assets in convertible preferred stocks, declining common stock values may
also cause the value of the Fund’s investments to decline.
REIT
Risk.
A REIT is a company that owns or finances income-producing real estate. Through
its investments in REITs, the Fund is subject to the risks of investing in the
real estate market, including decreases in property revenues, increases in
interest rates, increases in property taxes and operating expenses, legal and
regulatory changes, a lack of credit or capital, defaults by borrowers or
tenants, environmental problems and natural disasters.
REITs
are subject to additional risks, including those related to adverse governmental
actions; declines in property value and the real estate market; the potential
failure to qualify for tax-free pass through of income; and exemption from
registration as an investment company. REITs are dependent upon specialized
management skills and may invest in relatively few properties, a small
geographic area, or a small number of property types. As a result, investments
in REITs may be volatile. To the extent the Fund invests in REITs concentrated
in specific geographic areas or property types, the Fund may be subject to a
greater loss as a result of adverse developments affecting such area or property
types. REITs are pooled investment vehicles with their own fees and expenses and
the Fund will indirectly bear a proportionate share of those fees and
expenses.
Recent
Market Events Risk.
U.S. and international markets have experienced significant periods of
volatility in recent years and months due to a number of economic, political and
global macro factors including the impact of COVID-19 as a global pandemic and
related public health crisis, growth concerns in the U.S. and overseas,
uncertainties regarding interest rates, rising inflation, trade tensions, and
the threat of tariffs imposed by the U.S. and other countries. In particular,
the global spread of COVID-19 has resulted in disruptions to business operations
and supply chains, stress on the global healthcare system, growth concerns in
the U.S. and overseas, staffing shortages and the inability to meet consumer
demand, and widespread concern and uncertainty. The global recovery from
COVID-19 is proceeding at slower than expected rates due to the emergence of
variant strains and may last for an extended period of time. Health crises and
related political, social and economic disruptions caused by the spread of
COVID-19 may also exacerbate other pre-existing political, social and economic
risks in certain countries. As a result of continuing political tensions and
armed conflicts, including the war between Ukraine and Russia, the U.S. and the
European Union imposed sanctions on certain Russian individuals and companies,
including certain financial institutions, and have limited certain exports and
imports to and from Russia. The war has contributed to recent market volatility
and may continue to do so. 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, despite government efforts to address
market disruptions. As a result, the risk environment remains elevated. The
Adviser and the Sub-Adviser will monitor developments and seek to manage the
Fund in a manner consistent with achieving the Fund’s investment objective, but
there can be no assurance that they will be successful in doing so.
Recently
Organized Fund Risk. The
Fund is newer, with limited operating history. As a result, prospective
investors do not have a long-term track record or history on which to base their
investment decisions. here can be no assurance that the Fund will grow to or
maintain an economically viable size.
Sovereign
Debt Risk.
The Fund may invest in securities issued or guaranteed by foreign governmental
entities (known as sovereign debt securities). These investments are subject to
the risk of payment delays or defaults, due, for example, to cash flow problems,
insufficient foreign currency reserves, political considerations, large debt
positions relative to the country’s economy, or failure to implement economic
reforms. There is no legal or bankruptcy process for collecting sovereign
debt.
Certain
issuers of sovereign debt may be dependent on disbursements from foreign
governments, multilateral agencies and others abroad to reduce principal and
interest liabilities on their debt. Such disbursements may be conditioned upon a
debtor’s implementation of economic reforms and/or economic performance and the
timely service of such debtor’s obligations. A failure on the part of the debtor
to implement such reforms, achieve such levels of economic performance or repay
principal or interest when due may result in the cancellation of such third
parties’ commitments to lend funds to the debtor, which may impair the debtor’s
ability to service its debts on a timely basis. As a holder of sovereign debt,
the Fund may be requested to participate in the restructuring of such sovereign
indebtedness, including the rescheduling of payments and the extension of
further loans to debtors, which may adversely affect the Fund. There can be no
assurance that such restructuring will result in the repayment of all or part of
the debt.
U.S.
Government Obligations Risk.
Obligations of U.S. government agencies and authorities receive varying levels
of support and may not be backed by the full faith and credit of the U.S.
government, which could affect the Fund’s ability to recover should they
default. No assurance can be given that the U.S. government will provide
financial support to its agencies and authorities if it is not obligated by law
to do so. The total public debt of the United States as a percentage of gross
domestic product has grown rapidly since the beginning of the 2008–2009
financial downturn. Although high debt levels do not necessarily indicate or
cause economic problems, they may create certain systemic risks if sound debt
management practices are not implemented. A high national debt can raise
concerns that the U.S. government will not be able to make principal or interest
payments when they are due. This increase has also necessitated the need for the
U.S. Congress to negotiate adjustments to the statutory debt limit to increase
the cap on the amount the U.S. government is permitted to borrow to meet its
existing obligations and finance current budget deficits. Any controversy or
ongoing uncertainty regarding the statutory debt ceiling negotiations may impact
the U.S. long-term sovereign credit rating and may cause market uncertainty. As
a result, market prices and yields of securities supported by the full faith and
credit of the U.S. government may be adversely affected. Additionally, market
prices and yields of securities supported by the full faith and credit of the
U.S. government or other countries may decline or be negative for short or long
periods of time.
Value
Investing Risk.
The value approach to investing involves the risk that stocks may remain
undervalued. Value stocks may underperform the overall equity market if they
remain out of favor in the market or are not undervalued in the market.
PORTFOLIO
HOLDINGS INFORMATION
Information
about the Enhanced Fixed Income ETF’s and the Equity Income ETF’s daily
portfolio holdings are available on the Funds’ website at www.soundetfs.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 (“SAI”).
MANAGEMENT
Investment
Adviser
Toroso
Investments, LLC, located at 898 N. Broadway, Suite 2, Massapequa, New York
11758, is an SEC-registered investment adviser and a Delaware limited liability
company. Toroso was founded in and has been managing investment companies since
March 2012 and is dedicated to understanding, researching and managing assets
within the expanding ETF universe. As of February 28, 2022, Toroso had assets
under management of approximately $7.7 billion and served as the investment
adviser or sub-adviser for 50 registered funds.
Toroso
serves as investment adviser to the Funds and has overall responsibility for the
general management and administration of the Fund pursuant to an investment
advisory agreement with the Trust, on behalf of the Fund (the “Advisory
Agreement”). The Adviser provides oversight of the Sub-Adviser and review of the
Sub-Adviser’s performance. The Adviser also arranges for sub-advisory, transfer
agency, custody, fund administration, and all other related services necessary
for the Fund to operate.
The
Adviser is also responsible for trading portfolio securities for the Funds,
including selecting broker-dealers to execute purchase and sale transactions.
For the services provided to the Funds, each Fund pays the Adviser a unified
management fee, which is calculated daily and paid monthly, at an annual rate
based on the applicable Fund’s average daily net assets as set forth in the
table below.
|
|
|
|
|
|
Name
of Fund |
Management
Fee |
Fixed
Income ETF |
0.40% |
Enhanced
Fixed Income ETF |
0.49% |
Equity
Income ETF |
0.45% |
Enhanced
Equity Income ETF |
0.68% |
Total
Return ETF |
0.59% |
For
the fiscal year ended November 30, 2021, the Adviser received an aggregate fee
of 0.49% for the Enhanced Fixed Income ETF and an aggregate fee of 0.45% for the
Equity Income ETF. The Fixed Income ETF, Enhanced Equity Income ETF and Total
Return ETF have not commenced operations as of the date of this Prospectus.
Under
the Advisory Agreement, in exchange for a single unitary management fee from the
Fund, the Adviser has agreed to pay all expenses incurred by each Fund except
for 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, distribution fees and expenses paid by the Funds under
any distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act, and the
unified management fee payable to the Adviser (collectively, the “Excluded
Expenses”).
Sub-Adviser
Sound
Income Strategies, LLC, located at 6550 N. Federal Highway, Suite 510, Fort
Lauderdale, Florida 33308, serves as investment sub-adviser to the Funds. SIS is
responsible for the day-to-day management of each Fund’s portfolio, including
determining the securities purchased and sold by the Funds, subject to the
supervision of the Adviser and the Board. For its services, SIS is paid a fee by
the Adviser, which fee is calculated daily and paid monthly, at an annual rate
of 0.02% of each Fund’s average daily net assets.
The
Sub-Adviser has agreed to assume the Adviser’s obligation to pay all expenses
incurred by each Fund, except for the sub-advisory fee payable to the
Sub-Adviser and Excluded Expenses. Such expenses incurred by the Funds and paid
by the Sub-Adviser include fees charged by Tidal ETF Services, LLC, the Funds’
administrator and an affiliate of the Adviser. For assuming the payment
obligations, the Adviser has agreed to pay to the Sub-Adviser the profits, if
any, generated by the Funds’ unified management fees. See the section of the SAI
titled “Administrator” for additional information about the Funds’
administrator.
A
discussion regarding the basis for the Board’s approval of the Enhanced Fixed
Income ETF’s and the Equity Income ETF’s Advisory Agreement and Sub-Advisory
Agreement is available in the Funds’ semi-annual report to shareholders for the
reporting period ended May 31, 2021. A discussion regarding the basis for the
Board’s approval of the Fixed Income ETF’s, Enhanced Equity Income ETF’s and
Total Return ETF’s Advisory Agreement and Sub-Advisory Agreement will be
available in the Funds’ first annual or semi-annual report to
shareholders.
Portfolio
Managers
The
Fixed Income ETF and Enhanced Fixed Income ETF are managed jointly and primarily
by Michael Venuto, Charles A. Ragauss, CFA, and Eric Lutton, CFA. The Equity
Income ETF, Enhanced Equity Income ETF, and Total Return ETF are managed jointly
and primarily by Michael Venuto, Charles A. Ragauss, CFA, and Eric Beyrich, CFA,
CFP.
Michael
Venuto, Chief Investment Officer for the Adviser
Mr.
Venuto is a co-founder and has been the Chief Investment Officer of the Adviser
since 2012. Mr. Venuto is an ETF industry veteran with over a decade of
experience in the design and implementation of ETF-based investment strategies.
Previously, he was Head of Investments at Global X Funds where he provided
portfolio optimization services to institutional clients. Before that, he was
Senior Vice President at Horizon Kinetics where his responsibilities included
new business development, investment strategy and client and strategic
initiatives.
Charles
A. Ragauss, CFA, Portfolio Manager for the Adviser
Mr.
Ragauss serves as Portfolio Manager of the Adviser, having joined the Adviser in
September 2020. Mr. Ragauss previously served as Chief Operating Officer and in
other roles at CSat Investment Advisory, L.P. from April 2016 to September 2020.
Previously, Mr. Ragauss was Assistant Vice President at Huntington National Bank
(“Huntington”), where he was Product Manager for the Huntington Funds and
Huntington Strategy Shares ETFs, a combined fund complex of almost $4 billion in
assets under management. At Huntington, he led ETF development bringing to
market some of the first actively managed ETFs. Mr. Ragauss joined Huntington in
2010. Mr. Ragauss attended Grand Valley State University where
he
received his Bachelor of Business Administration in Finance and International
Business, as well as a minor in French. He is a member of both the National and
West Michigan CFA societies and holds the CFA designation.
Eric
Lutton, CFA, Chief Investment Officer for SIS
Mr.
Lutton has been the Chief Investment Officer of the Sub-Adviser since joining
SIS in September 2015. Mr. Lutton began his career trading equity options on the
floor of the Chicago Board Options Exchange in 1997. After leaving the Chicago
trading pits for a trading floor at Conseco Capital, Mr. Lutton worked with
fixed-income veterans managing over $35 billion on behalf of institutional
investors. Mr. Lutton was previously at Levitt Capital Management, as an Equity
and Fixed-Income Analyst, a Portfolio Manager/Analyst for Gibraltar Private Bank
& Trust, and on the “sell side” at JVB Financial covering institutional and
RIA clients for fixed-income securities. Mr. Lutton holds the CFA
designation.
Eric
Beyrich, CFA, CFP, Portfolio Manager for SIS
Mr.
Beyrich joined the Sub-Adviser as an Equity Portfolio Manager in 2020. Prior to
that appointment, Mr. Beyrich had over 30 years’ experience as a fundamental
value investor, during which time he served in the roles of Analyst, Portfolio
Manager, and Corporate Strategist. Before joining the Sub-Adviser in 2020, Mr.
Beyrich was a Senior Research Analyst at Arbiter Partners from 2013 to 2019.
Prior to Arbiter Partners, he was the Head of Equities and Senior Portfolio
Manager at Loews Corporation from 2004 to 2013. Prior to joining Loews, he was a
Partner, Senior Analyst and Head of Marketing at KR Capital Advisors. Mr.
Beyrich holds a BA in Economics from Rutgers College, an MBA in Finance and
International Business from New York University, and a Graduate Diploma in
Financial Strategy from the University of Oxford. He also holds the CFA and CFP
designations.
CFA®
is a registered trademark owned by the CFA Institute.
The
Funds’ SAI provides additional information about each Portfolio Manager’s
compensation structure, other accounts that each Portfolio Manager manages, and
each Portfolio Manager’s ownership of Shares.
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 (defined below), 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.
Depository Trust Company (“DTC”) or its nominee is the record owner of all
outstanding Shares.
Investors
owning Shares are beneficial owners as shown on the records of DTC or its
participants. DTC serves as the securities depository for all Shares. DTC’s
participants include securities brokers and dealers, banks, trust companies,
clearing corporations and other institutions that directly or indirectly
maintain a custodial relationship with DTC. As a beneficial owner of Shares, you
are not entitled to receive physical delivery of stock certificates or to have
Shares registered in your name, and you are not considered a registered owner of
Shares. Therefore, to exercise any right as an owner of Shares, you must rely
upon the procedures of DTC and its participants. These procedures are the same
as those that apply to any other securities that you hold in book-entry or
“street name” through your brokerage account.
Frequent
Purchases and Redemptions of Shares
The
Funds impose no restrictions on the frequency of purchases and redemptions of
Shares. In determining not to approve a written, established policy, the Board
evaluated the risks of market timing activities by Fund shareholders. Purchases
and redemptions by APs, who are the only parties that may purchase or redeem
Shares directly with the Funds, are an essential part of the ETF process and
help keep Share trading prices in line with the NAV. As such, the Funds
accommodate frequent
purchases
and redemptions by APs. However, the Board has also determined that frequent
purchases and redemptions for cash may increase tracking error and portfolio
transaction costs and may lead to the realization of capital gains. To minimize
these potential consequences of frequent purchases and redemptions, the Funds
employ fair value pricing and may impose transaction fees on purchases and
redemptions of Creation Units to cover the custodial and other costs incurred by
the Funds in effecting trades. In addition, the Funds and the Adviser reserve
the right to reject any purchase order at any time.
Determination
of Net Asset Value
Each
Fund’s NAV is calculated as of the scheduled close of regular trading on the New
York Stock Exchange (“NYSE”), generally 4:00 p.m. Eastern Time, each day
the NYSE is open for business. The NAV for each 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. If such
information is not available for a security held by a Fund or is determined to
be unreliable, the security will be valued at fair value estimates under
guidelines established by the Board (as described below).
Fair
Value Pricing
The
Board has adopted procedures and methodologies to fair value Fund securities
whose market prices are not “readily available” or are deemed to be unreliable.
For example, such circumstances may arise when: (i) a security has been
de-listed or has had its trading halted or suspended; (ii) a security’s primary
pricing source is unable or unwilling to provide a price; (iii) a security’s
primary trading market is closed during regular market hours; or (iv) a
security’s value is materially affected by events occurring after the close of
the security’s primary trading market. Generally, when fair valuing a security,
the Funds will take into account all reasonably available information that may
be relevant to a particular valuation including, but not limited to, fundamental
analytical data regarding the issuer, information relating to the issuer’s
business, recent trades or offers of the security, general and/or specific
market conditions and the specific facts giving rise to the need to fair value
the security. Fair value determinations are made in good faith and in accordance
with the fair value methodologies included in the Board-adopted valuation
procedures. Due to the subjective and variable nature of fair value pricing,
there can be no assurance that the Adviser or Sub-Adviser will be able to obtain
the fair value assigned to the security upon the sale of such security.
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
Each
of the Enhanced Fixed Income ETF and the Equity Income ETF intend to pay out
dividends and interest income, if any, at least monthly, and distribute any net
realized capital gains to its shareholders at least annually. Each of the Fixed
Income ETF, the Enhanced Equity Income ETF, and the Total Return ETF intend to
pay out dividends and interest income, if any, quarterly, and distribute any net
realized capital gains to its shareholders at least annually.
Each
Fund will declare and pay capital gain distributions, if any, in cash.
Distributions in cash may be reinvested automatically in additional whole Shares
only if the broker through whom you purchased Shares makes such option
available. Your broker is responsible for distributing the income and capital
gain distributions to you.
Taxes
The
following discussion is a summary of some important U.S. federal income tax
considerations generally applicable to investments in the Funds. Your investment
in a Fund may have other tax implications. Please consult your tax advisor about
the tax consequences of an investment in Shares, including the possible
application of foreign, state, and local tax laws.
Each
Fund intends to qualify each year for treatment as a regulated investment
company (a “RIC”) under the Internal Revenue Code of 1986, as amended. If it
meets certain minimum distribution requirements, a RIC is not subject to tax at
the fund level on income and gains from investments that are timely distributed
to shareholders. However, a Fund’s failure to
qualify
as a RIC or to meet minimum distribution requirements would result (if certain
relief provisions were not available) in fund-level taxation and, consequently,
a reduction in income available for distribution to shareholders.
Unless
your investment in Shares is made through a tax-exempt entity or tax-advantaged
account, such as an IRA plan, you need to be aware of the possible tax
consequences when a Fund makes distributions, when you sell your Shares listed
on the Exchange, and when you purchase or redeem Creation Units (institutional
investors only).
The
following general discussion of certain U.S. federal income tax consequences is
based on provisions of the Code and the regulations issued thereunder as in
effect on the date of this Prospectus. New legislation, as well as
administrative changes or court decisions, may significantly change the
conclusions expressed herein, and may have a retroactive effect with respect to
the transactions contemplated herein.
Taxes
on Distributions
For
federal income tax purposes, distributions of net investment income are
generally taxable to shareholders as ordinary income or qualified dividend
income. Taxes on distributions of net 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 to shareholders.
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.
Dividends received by a Fund from a REIT may be treated as qualified dividend
income generally only to the extent so reported by such REIT.
Shortly
after the close of each calendar year, you will be informed of the character of
any distributions received from a Fund.
In
addition to the federal income tax, certain individuals, trusts and estates may
be subject to a Net Investment Income (“NII”) tax of 3.8%. The NII tax is
imposed on the lesser of: (i) a taxpayer’s investment income, net of deductions
properly allocable to such income; or (ii) the amount by which such taxpayer’s
modified adjusted gross income exceeds certain thresholds ($250,000 for married
individuals filing jointly, $200,000 for unmarried individuals and $125,000 for
married individuals filing separately). A Fund’s distributions are
includable in a shareholder’s investment income for purposes of this NII
tax. In addition, any capital gain realized by a shareholder upon a sale,
exchange or redemption of Fund shares is includable in such shareholder’s
investment income for purposes of this NII tax.
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 to you 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. 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.
Under
the Foreign Account Tax Compliance Act (“FATCA”), a Fund may be required to
withhold a generally nonrefundable 30% tax on (i) distributions of investment
company taxable income and (ii) distributions of net capital gain and the gross
proceeds of a sale or redemption of Fund shares paid to (A) certain “foreign
financial institutions” unless such foreign financial institution agrees to
verify, monitor, and report to the Internal Revenue Service (“IRS”) the identity
of certain of its
account
holders, among other items (or unless such entity is otherwise deemed compliant
under the terms of an intergovernmental agreement between the United States and
the foreign financial institution’s country of residence), and (B) certain
“non-financial foreign entities” unless such entity certifies to the Fund that
it does not have any substantial U.S. owners or provides the name, address, and
taxpayer identification number of each substantial U.S. owner, among other
items. In December 2018, the IRS and Treasury Department released proposed
Treasury Regulations that would eliminate FATCA withholding on Fund
distributions of net capital gain and the gross proceeds from a sale or
redemption of Fund shares. Although taxpayers are entitled to rely on these
proposed Treasury Regulations until final Treasury Regulations are issued, these
proposed Treasury Regulations have not been finalized, may not be finalized in
their proposed form, and are potentially subject to change. This FATCA
withholding tax could also affect a Fund’s return on its investments in foreign
securities or affect a shareholder’s return if the shareholder holds its Fund
shares through a foreign intermediary. You are urged to consult your tax adviser
regarding the application of this FATCA withholding tax to your investment in a
Fund and the potential certification, compliance, due diligence, reporting, and
withholding obligations to which you may become subject in order to avoid this
withholding tax.
Each
Fund (or a financial intermediary, such as a broker, through which a shareholder
owns Shares) generally is required to withhold and remit to the U.S. Treasury a
percentage of the taxable distributions and sale or redemption proceeds paid to
any shareholder who fails to properly furnish a correct taxpayer identification
number, who has underreported dividend or interest income, or who fails to
certify that he, she or it is not subject to such withholding.
Taxes
When Shares are Sold on the Exchange
Any
capital gain or loss realized upon a sale of Shares generally is treated as a
long-term capital gain or loss if Shares have been held for more than one year
and as a short-term capital gain or loss if Shares have been held for one year
or less. However, any capital loss on a sale of Shares held for six months or
less is treated as long-term capital loss to the extent of Capital Gain
Dividends paid with respect to such Shares. Any loss realized on a sale will be
disallowed to the extent shares of a Fund are acquired, including through
reinvestment of dividends, within a 61-day period beginning 30 days before and
ending 30 days after the sale of substantially identical Shares.
Taxes
on Purchases and Redemptions of Creation Units
An
AP having the U.S. dollar as its functional currency for U.S. federal income tax
purposes who exchanges securities for Creation Units generally recognizes a gain
or a loss. The gain or loss will be equal to the difference between the value of
the Creation Units at the time of the exchange and the exchanging AP’s aggregate
basis in the securities delivered plus the amount of any cash paid for the
Creation Units. An AP who exchanges Creation Units for securities will generally
recognize a gain or loss equal to the difference between the exchanging AP’s
basis in the Creation Units and the aggregate U.S. dollar market value of the
securities received, plus any cash received for such Creation Units. The IRS may
assert, however, that a loss that is realized upon an exchange of securities for
Creation Units may not be currently deducted under the rules governing “wash
sales” (for an AP who does not mark-to-market their holdings) or on the basis
that there has been no significant change in economic position. Persons
exchanging securities should consult their own tax advisor with respect to
whether wash sale rules apply and when a loss might be deductible.
Any
capital gain or loss realized upon redemption of Creation Units is generally
treated as long-term capital gain or loss if Shares comprising the Creation
Units have been held for more than one year and as a short-term capital gain or
loss if such Shares have been held for one year or less.
A
Fund may include a payment of cash in addition to, or in place of, the delivery
of a basket of securities upon the redemption of Creation Units. A Fund may sell
portfolio securities to obtain the cash needed to distribute redemption
proceeds. This may cause a Fund to recognize investment income and/or capital
gains or losses that it might not have recognized if it had completely satisfied
the redemption in-kind. As a result, a Fund may be less tax efficient if it
includes such a cash payment in the proceeds paid upon the redemption of
Creation Units.
Taxation
of REIT Investments
The
Funds may invest in REITs. The Tax Act treats “qualified REIT dividends” (i.e.,
ordinary REIT dividends other than capital gain dividends and portions of REIT
dividends designated as qualified dividend income eligible for capital gain tax
rates) as eligible for a 20% deduction by non-corporate taxpayers. In general,
qualified REIT dividends that an investor receives directly from a REIT are
automatically eligible for the 20% qualified business income deduction. The IRS
has issued final Treasury Regulations that permit a dividend or part of a
dividend paid by a RIC and reported as a “section 199A dividend” to be treated
by the recipient as a qualified REIT dividend for purposes of the 20% qualified
business income deduction, if certain holding period and other requirements have
been satisfied by the recipient with respect to its Shares.
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 foreign, 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
Foreside
Fund Services, LLC (the “Distributor”), the Funds’ distributor, is a
broker-dealer registered with the SEC. The Distributor distributes Creation
Units for the Funds on an agency basis and does not maintain a secondary market
in Shares. The Distributor has no role in determining the policies of the Funds
or the securities that are purchased or sold by the Funds. The Distributor’s
principal address is Three
Canal Plaza, Suite 100, Portland, Maine 04101.
The
Board has adopted a Distribution (Rule 12b-1) 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 to pay
distribution fees for the sale and distribution of its Shares.
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 on an ongoing basis, over
time these fees will increase the cost of your investment and may cost you more
than certain other types of sales charges.
Information
regarding how often Shares of the Enhanced Fixed Income ETF and the Equity
Income ETF traded on the Exchange at a price above (i.e., at a premium) or below
(i.e., at a discount) the NAV of the applicable Fund can be found on the Funds’
website at www.soundetfs.com. When available, information regarding how often
Shares of the Fixed Income ETF, Enhanced Equity Income ETF and Total Return ETF
traded on the Exchange at a price above (i.e., at a premium) or below (i.e., at
a discount) the NAV of the applicable Fund can be found on the Funds’ website at
www.soundetfs.com.
ADDITIONAL
NOTICES
Shares
are not sponsored, endorsed, or promoted by the Exchange. The Exchange is not
responsible for, nor has it participated in the determination of, the timing,
prices, or quantities of Shares to be issued, nor in the determination or
calculation of the equation by which Shares are redeemable. The Exchange has no
obligation or liability to owners of Shares in connection with the
administration, marketing, or trading of Shares.
Without
limiting any of the foregoing, in no event shall the Exchange have any liability
for any lost profits or indirect, punitive, special, or consequential damages
even if notified of the possibility thereof.
The
Adviser, the Sub-Adviser, and each Fund make no representation or warranty,
express or implied, to the owners of Shares or any member of the public
regarding the advisability of investing in securities generally or in the Funds
particularly.
FINANCIAL
HIGHLIGHTS
The
Financial Highlights table is intended to help you understand the Enhanced Fixed
Income ETF’s and the Equity Income ETF’s financial performance for the fiscal
period from December 30, 2020 (commencement of operations) to November 30, 2021.
Because the Fixed Income ETF, Enhanced Equity Income ETF and Total Return ETF
have not commenced operations as of the date of this Prospectus, no information
is shown for those Funds. Certain information reflects financial results for a
single Fund share. The total return in the table represents the rate that an
investor would have earned or lost on an investment in a Fund (assuming
reinvestment of all dividends and distributions). This information has been
audited by Tait, Weller & Baker LLP, the Funds’ independent registered
public accounting firm, whose report, along with the Funds’ financial
statements, is included in the Funds’ annual report, which is available upon
request.
|
|
|
|
|
|
|
|
|
|
|
|
Sound
Enhanced Fixed Income ETF |
|
|
|
FINANCIAL
HIGHLIGHTS For a capital share outstanding throughout the period |
|
|
|
Period
Ended
November
30,
2021
(1) |
|
Net
asset value, beginning of period |
|
$ |
20.00 |
|
|
|
|
|
|
Income
from Investment Operations: |
|
|
|
Net
investment income (loss)
(2) |
|
0.85 |
|
|
Net
realized and unrealized gain (loss) on investments |
|
0.53 |
|
|
Total
from investment operations |
|
1.38 |
|
|
|
|
|
|
Less
Distributions: |
|
|
|
From
net investment income |
|
(0.80) |
|
|
From
return of capital |
|
(0.05) |
|
|
Total
distributions |
|
(0.85) |
|
|
|
|
|
|
Net
asset value, end of period |
|
$ |
20.53 |
|
|
Total
return (3)
(4) |
|
6.94 |
% |
|
|
|
|
|
Ratios
/ Supplemental Data: |
|
|
|
Net
assets, end of period (millions) |
|
$ |
13.3 |
|
|
Portfolio
turnover rate (3) |
|
6 |
% |
|
Ratio
of expenses to average net assets (5) |
|
0.49 |
% |
|
Ratio
of net investment income (loss) to average net assets (5) |
|
4.46 |
% |
|
|
|
|
|
(1)
The Fund commenced operations on December 30, 2020. The information
presented is from December 30, 2020 to November 30,
2021. |
(2)
Calculated using average shares outstanding method. |
(3)
Not annualized. |
(4)
The total return is based on the Fund’s net asset value.
|
(5)
Annualized. |
|
|
|
|
|
|
|
|
|
|
|
|
Sound
Equity Income ETF |
|
|
|
FINANCIAL
HIGHLIGHTS For a capital share outstanding throughout the period |
|
|
|
Period
Ended
November
30,
2021
(1) |
|
Net
asset value, beginning of period |
|
$ |
20.00 |
|
|
|
|
|
|
Income
from Investment Operations: |
|
|
|
Net
investment income (loss)
(2) |
|
0.86 |
|
|
Net
realized and unrealized gain (loss) on investments |
|
4.15 |
|
|
Total
from investment operations |
|
5.01 |
|
|
|
|
|
|
Less
Distributions: |
|
|
|
From
net investment income |
|
(0.71) |
|
|
Total
distributions |
|
(0.71) |
|
|
|
|
|
|
Net
asset value, end of period |
|
$ |
24.30 |
|
|
Total
return (3)
(4) |
|
25.05 |
% |
|
|
|
|
|
Ratios
/ Supplemental Data: |
|
|
|
Net
assets, end of period (millions) |
|
$ |
12.2 |
|
|
Portfolio
turnover rate (3) |
|
16 |
% |
|
Ratio
of expenses to average net assets (5) |
|
0.45 |
% |
|
Ratio
of net investment income (loss) to average net assets (5) |
|
3.78 |
% |
|
|
|
|
|
(1)
The Fund commenced operations on December 30, 2020. The information
presented is from December 30, 2020 to November 30,
2021. |
(2)
Calculated using average shares outstanding method. |
(3)
Not annualized. |
(4)
The total return is based on the Fund’s net asset value.
|
(5)
Annualized. |
Because
each of the Sound Fixed Income ETF, Sound Enhanced Equity Income ETF, and Sound
Total Return ETF have not yet commenced operations as of the date of this
Prospectus, no Financial Highlights for them are shown.
|
|
|
Sound
Fixed Income ETF |
Sound
Enhanced Fixed Income ETF |
Sound
Equity Income ETF |
Sound
Enhanced Equity Income ETF |
Sound
Total Return ETF |
|
|
|
|
|
|
|
|
|
|
|
|
Adviser |
Toroso
Investments, LLC
898
N. Broadway, Suite 2
Massapequa,
New York 11758 |
Administrator |
Tidal
ETF Services LLC
898
N. Broadway, Suite 2
Massapequa,
New York 11758 |
Sub-Adviser |
Sound
Income Strategies, LLC
6550
N Federal Highway, Suite 510
Fort
Lauderdale, Florida 33308 |
Sub-Administrator,
Fund Accountant, and Transfer Agent |
U.S.
Bancorp Fund Services, LLC,
doing
business as U.S. Bank Global Fund Services
615
East Michigan Street
Milwaukee,
Wisconsin 53202 |
Distributor
|
Foreside
Fund Services, LLC
Three
Canal Plaza, Suite 100
Portland,
Maine 04101 |
Custodian
|
U.S.
Bank National Association
1555
N. Rivercenter Dr.
Milwaukee,
Wisconsin 53212 |
Legal
Counsel
|
Godfrey
& Kahn, S.C.
833
East Michigan Street, Suite 1800
Milwaukee,
Wisconsin 53202 |
Independent
Registered Public Accounting Firm
|
Tait,
Weller & Baker LLP
Two
Liberty Place
50
S. 16th
Street
Philadelphia,
Pennsylvania 19102 |
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 the Funds and
certain other additional information. A current SAI dated March 30, 2022, as
supplemented from time to time, is on file with the SEC and is herein
incorporated by reference into this Prospectus. It is legally considered a part
of this Prospectus.
Annual/Semi-Annual
Reports: Additional
information about the Enhanced Fixed Income ETF’s and the Equity Income ETF’s
investments are available in the Enhanced Fixed Income ETF’s and the Equity
Income ETF’s annual and semi-annual reports to shareholders. In the annual
report you will find a discussion of the market conditions and investment
strategies that significantly affected the Enhanced Fixed Income ETF’s and the
Equity Income ETF’s performance during the Enhanced Fixed Income ETF’s and the
Equity Income ETF’s prior fiscal period.
Additional
information about the investments of each of the Sound Fixed Income ETF, Sound
Enhanced Equity Income ETF, and Sound Total Return ETF will be available in the
Funds’ annual and semi-annual reports to shareholders. In the annual report you
will find a discussion of the market conditions and investment strategies that
significantly affected each Fund’s performance after the first fiscal year the
Funds are in operation.
You
can obtain free copies of these documents, request other information or make
general inquiries about the Funds by contacting the Funds at Sound Income ETFs,
c/o U.S. Bank Global Fund Services, P.O. Box 701, Milwaukee, Wisconsin
53201-0701 or calling 833-916-9056.
Shareholder
reports and other information about the Funds are also available:
•Free
of charge from the SEC’s EDGAR database on the SEC’s website at
http://www.sec.gov; or
•Free
of charge from the Funds’ Internet website at www.soundetfs.com; or
•For
a fee, by e-mail request to publicinfo@sec.gov.
(SEC
Investment Company Act File No. 811-23377)