Cboe Vest 10 Year Interest Rate Hedge
ETF
(RYSE)
Listed
on Cboe BZX Exchange, Inc.
PROSPECTUS
November 14,
2022
These
securities have not been approved or disapproved by the U.S. Securities and
Exchange Commission (“SEC”) or the Commodity Futures Trading Commission (“CFTC”)
nor has the SEC or the CFTC passed upon the accuracy or adequacy of this
Prospectus. Any representation to the contrary is a criminal
offense.
Cboe
Vest 10 Year Interest Rate Hedge ETF
Investment Objective
The Cboe Vest 10 Year Interest
Rate Hedge ETF (the “Fund”) seeks to provide a hedge against, and generate
capital appreciation from, rising 10-year interest
rates.
Fees and Expenses of the Fund
The
following table describes the fees and expenses you may pay if you buy, hold,
and sell shares of the Fund (“Shares”). You
may pay other fees, such as brokerage commissions and other fees to financial
intermediaries, which are not reflected in the table and Example
below.
|
|
|
|
| |
Annual
Fund Operating Expenses
(expenses
that you pay each year as a percentage of the value of your
investment) |
Management
Fees |
0.85% |
Distribution
and/or Service (12b-1) Fees |
0.00% |
Other
Expenses1 |
0.00% |
Total
Annual Fund Operating Expenses |
0.85% |
| |
1
Estimated for the current
fiscal year.
Expense Example
This Example is
intended to help you compare the cost of investing in the Fund with the cost of
investing in other funds. The Example assumes that you invest $10,000 in the
Fund for the time periods indicated and then continue to hold or redeem all of
your Shares at the end of those periods. The Example also assumes that your
investment has a 5% return each year and that the Fund’s operating expenses
remain the same. The Example does not take into account brokerage commissions
that you may pay on your purchases and sales of Shares.
Although your actual costs may be higher
or lower, based on these assumptions your costs would be:
Portfolio Turnover
The Fund pays transaction
costs, such as commissions, when it buys and sells securities (or “turns over”
its portfolio). A higher portfolio turnover rate may indicate higher transaction
costs and may result in higher taxes when Shares are held in a taxable account.
These costs, which are not reflected in annual fund operating expenses or in the
Example, affect the Fund’s performance. Because the Fund is newly organized,
portfolio turnover information is not yet
available.
Principal Investment Strategy
The
Fund is an actively managed exchange-traded fund (“ETF”) whose portfolio is
constructed with the aim of delivering positive returns, before any fees and
expenses, when the 10-year interest rate (the “10-Year Rate”) rises.
The
Fund is expected to experience losses when the 10-Year Rate falls.
The 10-Year Rate is a broad measure of the cost of borrowing cash overnight
collateralized by Treasury securities compounded over a period of 10 years. To
achieve its investment objective of hedging against increases in the 10-Year
Rate, the Fund invests in various derivatives (including futures, options,
interest rate swaps, and swaptions). The Fund may take long positions in
interest rate swaps to seek to benefit from rising interest rates. The Fund may
also invest in ETFs that invest in U.S. Treasury bills or option contracts
linked to ETFs that primarily invest in U.S. Treasury securities to implement
the Fund’s hedging strategy. The Fund invests in U.S. Treasury bills as
collateral for the Fund’s derivatives transactions.
In
addition, the Fund will take long or short positions in interest rate payer or
receiver swaptions to limit losses and gains. By taking these positions to limit
losses, the upside cap (described below) is a by-product of seeking to limit the
downside losses. For example, the Fund will take a long position in receiver
swaptions to reduce the Fund’s exposure to declines in the 10-Year Rate, which
is expected to have the effect of offsetting losses resulting from a decrease in
the 10-Year Rate such that there is a hedge against the 10-Year Rate declining
below a specific percentage over a calendar quarter (“floor”). Additionally, the
Fund takes a short position in (sells) payer swaptions to offset the costs
associated with the purchased receiver swaption and foregoes the potential
upside from increases in the 10-Year Rate above a capped level over the same
period (“upside cap”). As a result, some upside potential may be foregone from
rising interest rates in certain market environments. The Fund generally intends
to hold swaptions maturing in three months for the purpose of seeking to provide
more predictable returns in a market cycle during the applicable hedge period.
The Fund will generally seek to limit losses to a maximum loss of 15%, before
fees and expenses, over a calendar quarterly period, with the
potential
upside capped between 15% to 35%, before fees and expenses, over the calendar
quarter. The upside cap could be more or less depending on market conditions.
There can be no assurance that the Fund will be successful in limiting
losses.
The
Fund is considered to be non-diversified, which means that it may invest more of
its assets in the securities of a single issuer or a smaller number of issuers
than if it were a diversified fund.
Principal Investment Risks
The
principal risks of investing in the Fund are summarized below. The principal
risks are presented in alphabetical order to facilitate finding particular risks
and comparing them with other funds. Each risk summarized below is considered a
“principal risk” of investing in the Fund, regardless of the order in which it
appears. As with any investment, there is a risk that you could
lose all or a portion of your investment in the Fund. Some or
all of these risks may adversely affect the Fund’s net asset value per share
(“NAV”), trading price, yield, total return and/or ability to meet its
objectives. For more information about the risks of investing in the Fund, see
the section in the Fund’s Prospectus titled “Additional Information About the
Fund.”
•Associated
Risks of Derivative Instruments. The
Fund invests in instruments that derive their performance from the performance
of an underlying reference interest rate or instrument. Derivatives, such as
those in which the Fund invests, can be volatile and involve various types and
degrees of risks, depending upon the characteristics of a particular derivative.
Derivatives may entail investment exposures that are greater than their cost
would suggest, meaning that a small investment in a derivative could have a
substantial impact on the performance of the Fund. The Fund could experience a
loss if its derivatives do not perform as anticipated, or are not correlated
with the performance of their underlying interest rate or instrument or if the
Fund is unable to purchase or liquidate a position because of an illiquid
secondary market. The market for many derivatives is, or suddenly can become,
illiquid.
◦Futures
Contracts Risk.
A
decision as to whether, when, and how to use futures involves the exercise of
skill and judgment and even a well-conceived futures transaction may be
unsuccessful because of market behavior or unexpected events. In addition to the
risks associated with all derivatives, the prices of futures can be highly
volatile, using futures can lower total return, and the potential loss from
futures can exceed the Fund’s initial investment in such contracts and could be
unlimited.
◦Interest
Rate Swaps Risk.
In an interest rate swap, the Fund and another party exchange their rights to
receive interest payments based on a reference interest rate. Because interest
rate movements do not always align with projections of a swap counterparty,
interest rate swaps are subject to interest rate risk. An interest rate swap may
fail to perform as intended and may not offset adverse changes in interest rates
fully or at all. An interest rate swap may also reduce the Fund’s gains due to
favorable changes in interest rates and result in losses to the Fund.
◦Options
Risk. Purchasing
and writing options are speculative activities and entail greater than ordinary
investment risks. The Fund’s use of derivatives, such as options, can lead to
losses because of adverse movements in the price or value of the underlying
stock, which may be magnified by certain features of the options. These risks
are heightened when the Fund’s portfolio managers use options to enhance the
Fund’s return or as a substitute for a position or security. When selling a call
option, the Fund will receive a premium; however, this premium may not be enough
to offset a loss incurred by the Fund if the price of the reference rate or
asset is above the strike price by an amount equal to or greater than the
premium. The value of an option may be adversely affected if the market for the
option becomes less liquid or smaller, and will be affected by changes in the
value of the reference rate or asset subject to the option, an increase in
interest rates, a change in the actual and perceived volatility of the market
and the remaining time to expiration. Additionally, the value of an option does
not increase or decrease at the same rate as the underlying reference rate or
asset. The Fund’s use of options may reduce the Fund’s ability to profit from
increases in the value of the underlying reference rate or asset.
◦Swaps
Risk.
Swaps are entered into primarily with major global financial institutions for
specified periods. The swaps in which the Fund invests are generally traded in
the over-the-counter (“OTC”) market, which generally has less transparency than
exchange-traded derivatives instruments. Swaps involve the risk that the party
with whom the Fund has entered into the swap will default on its obligation to
pay the Fund. If a counterparty becomes bankrupt or otherwise fails to perform
its obligations under a swap due to financial difficulties, the Fund may
experience significant delays in obtaining any recovery under the swap in a
bankruptcy or other reorganization proceeding.
◦Swaptions
Risk.
A swaption is an option contract that gives the holder the right (but not the
obligation) to enter into a swap at a predetermined rate at expiration in
exchange for a premium payment. Swaptions enable the Fund to purchase exposure
that is significantly greater than the premium paid. Consequently, the value of
swaptions can be volatile, and a small investment in swaptions can have a large
impact on the performance of the Fund. The Fund risks losing all or part of the
cash paid (premium) for purchasing swaptions. Additionally, the value of the
option may be lost if the Fund fails to exercise such option at or prior to its
expiration. When
the Fund writes (sells) a swaption, there is a risk that the option will be
exercised by the purchaser when the market value of the underlying
interest
rate swap changes unfavorably with respect to the Fund. The Fund’s loss may
exceed the option premium received by the Fund.
•Capped
Upside Return Risk.
To the extent that the Fund uses a derivatives instrument to cap the Fund’s
return when the 10-Year Rate increases above a specified level at the end of the
calendar quarter, the Fund will not participate in gains beyond the cap.
In
the event an investor purchases shares after the date on which the Fund enters
into such derivative instruments (i.e.,
at the end of each calendar quarter) and the 10-Year Rate has risen to a level
near to the cap, there may be little or no ability for that investor to
experience an investment gain on their shares with respect to the 10-Year Rate
during that quarter.
•Cash
Redemption Risk. The
Fund generally redeems shares for cash or otherwise includes cash as part of its
redemption proceeds. The Fund may be required to sell or unwind portfolio
investments in order 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.
•Commodity
Pool Regulatory Risk. The
Fund’s investment exposure to futures instruments and interest rate swaps will
cause it to be deemed to be a commodity pool, thereby subjecting the Fund to
regulation under the Commodity Exchange Act (“CEA”) and CFTC rules. The Adviser
is registered as a Commodity Pool Operator (“CPO”), and the Fund will be
operated in accordance with applicable CFTC rules, as well as the regulatory
scheme applicable to registered investment companies. Registration as a CPO
imposes additional compliance obligations on the Adviser and the Fund related to
additional laws, regulations, and enforcement policies, which could increase
compliance costs and may affect the operations and financial performance of the
Fund. However, the Fund’s status as a commodity pool and the Adviser’s
registration as a CPO are not expected to materially adversely affect the Fund’s
ability to achieve its investment objective. The CFTC has not passed on the
adequacy of this Prospectus.
•Counterparty
Risk. The
risk of loss to the Fund for derivative transactions (such as interest rate
swaps or swaptions) that are entered into on a net basis depends on which party
is obligated to pay the net amount to the other party. If the counterparty is
obligated to pay the net amount to the Fund, the risk of loss to the Fund is
loss of the entire amount that the Fund is entitled to receive. If the Fund is
obligated to pay the net amount, the Fund’s risk of loss is generally limited to
that net amount. If a derivative instrument involves the exchange of the entire
principal value of a security, the entire principal value of that security is
subject to the risk that the other party to the transaction will default on its
contractual delivery obligations. A counterparty may be unwilling or unable to
make timely payments to meet its contractual obligations or may fail to return
holdings that are subject to the agreement with the counterparty. If the
counterparty or its affiliate becomes insolvent, bankrupt or defaults on its
payment obligations to the Fund, the value of an investment held by the Fund may
decline. Additionally, if any collateral posted by the counterparty for the
benefit of the Fund is insufficient or there are delays in the Fund’s ability to
access such collateral, the Fund may not be able to achieve its investment
objective.
•ETF
Risks. The
Fund is an ETF, and, as a result of an ETF’s structure, it is exposed to the
following risks:
◦Authorized
Participants, Market Makers, and Liquidity Providers Concentration
Risk. The
Fund has a limited number of financial institutions that may act as Authorized
Participants (“APs”). In addition, there may be a limited number of market
makers and/or liquidity providers in the marketplace. To the extent either of
the following events occur, Shares may trade at a material discount to NAV and
possibly face delisting: (i) APs exit the business or otherwise become
unable to process creation and/or redemption orders and no other APs step
forward to perform these services, or (ii) market makers and/or liquidity
providers exit the business or significantly reduce their business activities
and no other entities step forward to perform their functions.
◦Costs
of Buying or Selling Shares.
Due to the costs of buying or selling Shares, including brokerage commissions
imposed by brokers and bid-ask spreads, frequent trading of Shares may
significantly reduce investment results and an investment in Shares may not be
advisable for investors who anticipate regularly making small investments.
◦Shares
May Trade at Prices Other Than NAV. As
with all ETFs, Shares may be bought and sold in the secondary market at market
prices. Although it is expected that the market price of Shares will approximate
the Fund’s NAV, there may be times when the market price of Shares is more than
the NAV intra-day (premium) or less than the NAV intra-day (discount) due to
supply and demand of Shares or during periods of market volatility. This risk is
heightened in times of market volatility, periods of steep market declines, and
periods when there is limited trading activity for Shares in the secondary
market, in which case such premiums or discounts may be significant.
◦Trading. Although
Shares are listed for trading on the Cboe BZX Exchange, Inc. (the “Exchange”)
and may be traded on U.S. exchanges other than the Exchange, there can be no
assurance that Shares will trade with any volume, or at all, on any stock
exchange. In stressed market conditions, the liquidity of Shares may begin to
mirror the liquidity of the Fund’s
underlying
portfolio holdings, which can be significantly less liquid than Shares, and this
could lead to differences between the market price of the Shares and the
underlying value of those Shares.
•Floor
Loss Risk.
There can be no guarantee that the Fund will be successful in its strategy to
provide protection against declines below a floor in the 10-Year Rate over a
calendar quarter. The Fund’s strategy seeks to hedge against increases in the
10-Year Rate, while limiting downside losses from a significant decrease in the
10-Year Rate, if shares are bought on the day on which the Fund enters into
these derivatives and held until they expire at the end of the calendar quarter.
In the event an investor purchases shares after the date on which the
derivatives were entered into and the Fund has already increased in value, then
the investor may experience losses prior to gaining the protection offered by
the floor, which is not guaranteed. The Fund does not provide principal
protection and an investor may experience significant losses on its investment,
including the loss of its entire investment.
•Hedging
Risk.
Derivatives used by the Fund to hedge against increases in the 10-Year Rate may
not perform as intended. There can be no assurance that the Fund’s hedging
transactions will be effective.
•Interest
Rate Risk. Generally,
the value of fixed income securities will change inversely with changes in
interest rates. As interest rates rise, the market value of fixed income
securities tends to decrease. Conversely, as interest rates fall, the market
value of fixed income securities tends to increase. This risk will be greater
for long-term securities than for short-term securities. Changes in government
intervention may have adverse effects on investments, volatility, and
illiquidity in debt markets. The Fund’s exposure to derivatives tied to interest
rates subjects the Fund to greater volatility than investments in traditional
securities, such as stocks and bonds. Investing in derivatives tied to interest
rates is speculative and can be extremely volatile. There is no guarantee that
the Fund will have positive performance even in environments of sharply rising
interest rates.
•Management
Risk. The
Fund is actively managed and may not meet its investment objective based on the
Adviser’s success or failure to implement investment strategies for the Fund.
•Market
Risk. The
instruments 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 markets generally or factors affecting specific issuers,
industries, or sectors in which the Fund invests. In addition, local, regional
or global events such as war, including Russia’s invasion of Ukraine, acts of
terrorism, spread of infectious diseases or other public health issues,
recessions, rising inflation, or other events could have a significant negative
impact on the Fund and its investments. For example, the global pandemic caused
by COVID-19, a novel coronavirus, and the aggressive responses taken by many
governments, including closing borders, restricting international and domestic
travel, and the imposition of prolonged quarantines or similar restrictions, has
had negative impacts, and in many cases severe impacts, on markets worldwide.
The COVID-19 pandemic has caused prolonged disruptions to the normal business
operations of companies around the world and the impact of such disruptions is
hard to predict. Such events may affect certain geographic regions, countries,
sectors and industries more significantly than others. Such events could
adversely affect the prices and liquidity of the Fund’s portfolio securities or
other instruments and could result in disruptions in the trading
markets.
•New
Fund Risk. The
Fund is a recently organized investment company with no operating history. As a
result, prospective investors have no track record or history on which to base
their investment decision.
•Non-Diversification
Risk.
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 other ETFs.
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.
Investments in ETFs are also subject to the “ETF Risks” described
above.
•Purchase
and Sale Timing Risk.
The Fund is designed to provide protection against declines below a floor in the
10-Year Rate over a calendar quarter and provide for participation in gains of
the 10-Year Rate up to a specified cap each calendar quarter. Because the
derivatives used by the Fund to protect against downside losses and cap upside
returns will expire each calendar quarter, if you purchase or sell shares on a
date other than the first day of the calendar quarter or if you hold shares for
more or less than a calendar quarter, the value of your investment in shares may
not be protected against the specified declines and may not participate fully in
potential gains from 10-Year Rate increases.
•Tax
Risk.
The use of derivatives strategies, such as writing (selling) and purchasing
options, involves complex rules that will determine for income tax purposes the
amount, character and timing of recognition of the gains and losses the Fund
realizes in connection therewith. The Fund expects to generate premiums from its
sale of options. These premiums typically will result in short-term capital
gains for federal income tax purposes. In addition, if positions held by the
Fund are treated as “straddles” subject to the federal tax rules applicable to
straddles under the Internal Revenue Code of 1986, as amended (the “Code”), or
the Fund’s risk of loss with respect to a position was otherwise diminished as
set forth in Treasury regulations, the Fund would be subject to certain rules
that may affect the amount, character and timing of a Fund’s recognition of
gains and losses with respect to straddle positions by requiring, among other
things, that: (1) any loss realized on disposition of one position of a straddle
may not be recognized to the extent that a Fund has unrealized gains with
respect to the other position in such straddle; (2) a Fund’s holding period in
straddle positions be suspended while the straddle exists (possibly resulting in
a gain being treated as short-term capital gain rather than long-term capital
gain); (3) the losses recognized with respect to certain straddle positions that
are part of a mixed straddle and that are not subject to Section 1256 of the
Code, be treated as 60% long-term and 40% short-term capital loss; (4) losses
recognized with respect to certain straddle positions that would otherwise
constitute short-term capital losses be treated as long-term capital losses; and
(5) the deduction of interest and carrying charges attributable to certain
straddle positions may be deferred.
•U.S.
Treasury Securities Risk. The
Fund will invest in U.S. Treasury securities issued or guaranteed by the U.S.
Treasury. U.S. government securities are subject to market risk, interest rate
risk and counterparty risk. Securities, such as those issued or guaranteed the
U.S. Treasury, that are backed by the full faith and credit of the United States
are guaranteed only as to the timely payment of interest and principal when held
to maturity and the market prices for such securities will fluctuate.
Notwithstanding that these securities are backed by the full faith and credit of
the United States, circumstances could arise that would prevent the payment of
interest or principal. This would result in losses to the
Fund.
Performance
Performance information for the Fund is not
included because the Fund had not yet commenced operations as of the date of
this Prospectus.
In
the future, performance information for the Fund will be presented in this
section. Updated performance information will be available on the Fund’s website
at www.cboevest.com/etfs/RYSE-10-year-interest-rate-hedge-etf.
Management
Investment
Adviser
Cboe
VestSM
Financial LLC (“Cboe Vest” or the “Adviser”) serves as investment adviser to the
Fund.
Portfolio
Managers
Karan
Sood, Managing Director of the Adviser, has served as a portfolio manager to the
Fund since its inception.
Howard
Rubin, Managing Director of the Adviser, has served as a portfolio manager to
the Fund since its inception.
Purchase
and Sale of Shares
Shares
are listed on the Exchange, and individual Shares may only be bought and sold in
the secondary market through brokers at market prices, rather than NAV. Because
Shares trade at market prices rather than NAV, Shares may trade at a price
greater than NAV (premium) or less than NAV (discount).
The
Fund issues and redeems Shares at NAV only in large blocks known as “Creation
Units,” which only APs (typically, broker-dealers) may purchase or redeem. The
Fund generally issues and redeems Creation Units in exchange for a portfolio of
securities and/or a designated amount of U.S. cash.
Investors
may incur costs attributable to the difference between the highest price a buyer
is willing to pay to purchase Shares (bid) and the lowest price a seller is
willing to accept for Shares (ask) when buying or selling Shares in the
secondary market (the “bid-ask spread”). Recent information about the Fund,
including its NAV, market price, premiums and discounts, and bid-ask spreads is
available on the Fund’s website at www.cboevest.com/etfs/RYSE-10-year-interest-rate-hedge-etf.
Tax
Information
Fund
distributions are generally taxable as ordinary income, qualified dividend
income, or capital gains (or a combination), unless your investment is in an IRA
or other tax-advantaged account. Distributions on investments made through
tax-deferred arrangements may be taxed later upon withdrawal of assets from
those accounts.
Financial
Intermediary Compensation
If
you purchase Shares through a broker-dealer or other financial intermediary
(such as a bank) (an “Intermediary”), the Adviser or its affiliates may pay
Intermediaries for certain activities related to the Fund, including
participation in activities that are designed to make Intermediaries more
knowledgeable about exchange traded products, including the Fund, or for other
activities, such as marketing, educational training or other initiatives related
to the sale or promotion of Shares. These payments may create a conflict of
interest by influencing the Intermediary and your salesperson to recommend the
Fund over another investment. Any such arrangements do not result in increased
Fund expenses. Ask your salesperson or visit the Intermediary’s website for more
information.
ADDITIONAL
INFORMATION ABOUT THE FUND
Investment
Objective.
The Fund’s investment objective has been adopted as a non-fundamental investment
policy and may be changed without shareholder approval upon written notice to
shareholders.
Additional
Information About the Fund’s Principal Investment Strategy.
The
Fund is an actively managed ETF whose portfolio is constructed with the aim of
delivering positive returns, before any fees and expenses, when the 10-Year Rate
rises. The 10-Year Rate is a broad measure of the cost of borrowing cash
overnight collateralized by Treasury securities compounded over a period of 10
years. The
Fund is expected to experience losses when the 10-Year Rate falls.
To achieve its investment objective of hedging against increases in the 10-Year
Rate, the Fund invests in various derivatives (including futures, options,
interest rate swaps, and swaptions). The Fund may also invest in ETFs that
invest in U.S. Treasury bills or option contracts linked to ETFs that primarily
invest in U.S. Treasury securities to implement the Fund’s hedging strategy. The
Fund invests in U.S. Treasury bills as collateral for the Fund’s derivatives
transactions.
In
addition, the Fund will take long or short positions in interest rate payer or
receiver swaptions to limit losses and gains. By taking these positions to limit
losses, the upside cap (described below) is a by-product of seeking to limit the
downside losses. For example, the Fund will take a long position in receiver
swaptions to reduce the Fund’s exposure to declines in the 10-Year Rate, which
is expected to have the effect of offsetting losses resulting from a decrease in
the 10-Year Rate such that there is a hedge against the 10-Year Rate declining
below a specific percentage over a calendar quarter (“floor”). Additionally, the
Fund takes a short position in (sells) payer swaptions to offset the costs
associated with the purchased receiver swaption and foregoes the potential
upside from increases in the 10-Year Rate above a capped level over the same
period (“upside cap”). As a result, some upside potential may be foregone from
rising interest rates in certain market environments. The Fund generally intends
to hold swaptions maturing in three months for the purpose of seeking to provide
more predictable returns in a market cycle during the applicable hedge period.
The Fund will generally seek to limit losses to a maximum loss of 15%, before
fees and expenses, over a calendar quarterly period, with the potential upside
capped between 15% to 35%, before fees and expenses, over the calendar quarter.
The upside cap could be more or less depending on market conditions. There can
be no assurance that the Fund will be successful in limiting
losses.
U.S.
Treasury bills are debt instruments issued by the U.S. Department of the
Treasury and are supported by the full faith and credit of the U.S. government.
Treasury futures are standardized contracts traded on, and subject to the rules
of, an exchange for the purchase and sale of U.S. government notes or bonds for
future delivery.
Interest
rate swaps are contracts where one party “swaps” one type of cash flow for a
different type of cash flow. The Fund will generally enter into interest rate
swaps that exchange fixed-rate payments for floating-rate payments, with
interest paid at fixed intervals (e.g.,
quarterly or semi-annually) or on the expiration date. The Fund will primarily
utilize interest rate swaps tied to the 10-Year Rate that are intended to
increase in value when the actual or expected 10-Year Rate exceeds the fixed
rate referenced in those swaps. Interest rate swaps are derivative instruments
that trade over the counter, which means they trade in a broker-dealer network,
as opposed to on a centralized exchange.
Interest
rate swaptions are options that give a party the right, but not the obligation,
to enter into an interest rate swap at some designated future time on specified
terms. An interest rate payer swaption is a swaption where the Fund has the
right, but not the obligation, to enter into a swap where the Fund pays a fixed
interest rate and receives a floating interest rate. An interest rate receiver
swaption is a swaption where the Fund has the right, but not the obligation, to
enter into a swap where the Fund receives a fixed interest rate and pays a
floating interest rate.
Temporary
Defensive Positions
To
respond to adverse market, economic, political, or other conditions, the Fund
may invest up to 100% of its assets in a temporary defensive manner by holding
all or a substantial portion of its assets in cash, cash equivalents, or other
high quality short-term investments. Examples of temporary defensive investments
include short-term U.S. government securities, commercial paper, bank
obligations, repurchase agreements, money market fund shares, other money market
instruments, and ETFs that invest in the foregoing instruments. The Fund also
may invest in these types of defensive investments or hold cash while looking
for suitable investment opportunities or to maintain liquidity. In these
circumstances, the Fund may be unable to achieve its investment
objective.
Additional
Information About the Fund’s Principal Risks. This
section provides additional information regarding the principal risks described
in the Fund Summary. As in the Fund Summary, the principal risks below are
presented in alphabetical order to facilitate finding particular risks and
comparing them with other funds. Each risk described below is considered a
“principal risk” of investing in the Fund, regardless of the order in which it
appears. Each of the factors below could have a negative impact on the Fund’s
performance and trading prices.
•Associated
Risks of Derivative Instruments. The
Fund invests in instruments that derive their performance from the performance
of an underlying reference interest rate or instrument. Derivatives, such as
those in which the Fund invests, can be volatile and involve various types and
degrees of risks, depending upon the characteristics of a particular derivative.
Derivatives may entail investment exposures that are greater than their cost
would suggest, meaning that a small investment
in
a derivative could have a substantial impact on the performance of the Fund. The
Fund could experience a loss if its derivatives do not perform as anticipated,
or are not correlated with the performance of their underlying interest rate or
instrument or if the Fund is unable to purchase or liquidate a position because
of an illiquid secondary market. The market for many derivatives is, or suddenly
can become, illiquid. Changes in liquidity may result in significant, rapid, and
unpredictable changes in the prices for derivatives.
◦Futures
Contracts Risk.
The
successful use of futures contracts draws upon the Adviser’s skill and
experience with respect to such instruments and is subject to special risk
considerations. The primary risks associated with the use of futures contracts
are (a) the imperfect correlation between the change in market value of the
instruments held by the Fund and the price of the forward or futures contract;
(b) possible lack of a liquid secondary market for a futures contract and the
resulting inability to close a futures contract when desired; (c) investments in
futures contracts involves leverage, which means a small percentage of assets in
futures can have a disproportionately large impact on the Fund and the Fund can
lose more than the principal amount invested; (d) losses caused by unanticipated
market movements, which are potentially unlimited; (e) the Adviser’s inability
to predict correctly the direction of securities prices, interest rates,
currency exchange rates and other economic factors; (f) the possibility that the
counterparty will default in the performance of its obligations; and (g) if the
Fund has insufficient cash, it may have to sell securities from its portfolio to
meet daily variation margin requirements, and a Fund may have to sell securities
at a time when it may be disadvantageous to do so.
◦Interest
Rate Swaps Risk.
In an interest rate swap, the Fund and another party exchange their rights to
receive interest payments based on a reference interest rate. Because interest
rate movements do not always align with projections of a swap counterparty,
interest rate swaps are subject to interest rate risk. An interest rate swap
could result in losses if the underlying asset or reference does not perform as
anticipated. Interest rate swaps are also subject to counterparty risk. If the
counterparty fails to meet its obligations, the Fund may lose money. An interest
rate swap may fail to perform as intended and may not offset adverse changes in
interest rates fully or at all. An interest rate swap may also reduce the Fund’s
gains due to favorable changes in interest rates and result in losses to the
Fund. Counterparties to interest rate swaps are subject to manipulation in the
marketplace of the reference benchmark rate, which may affect the utility of the
swap as a hedge.
◦Options
Risk. Purchasing
and writing options are speculative activities and entail greater than ordinary
investment risks. The Fund’s use of derivatives, such as options, can lead to
losses because of adverse movements in the price or value of the underlying
stock, which may be magnified by certain features of the options. These risks
are heightened when the Fund’s portfolio managers use options to enhance the
Fund’s return or as a substitute for a position or security. When selling a call
option, the Fund will receive a premium; however, this premium may not be enough
to offset a loss incurred by the Fund if the price of the reference rate or
asset is above the strike price by an amount equal to or greater than the
premium. The value of an option may be adversely affected if the market for the
option becomes less liquid or smaller, and will be affected by changes in the
value of the reference rate or asset subject to the option, an increase in
interest rates, a change in the actual and perceived volatility of the market
and the remaining time to expiration. Additionally, the value of an option does
not increase or decrease at the same rate as the underlying reference rate or
asset. The Fund’s use of options may reduce the Fund’s ability to profit from
increases in the value of the underlying reference rate or asset.
◦Swaps
Risk.
Swaps are entered into primarily with major global financial institutions for
specified periods. The swaps in which the Fund invests are generally traded in
the over-the-counter (“OTC”) market, which generally has less transparency than
exchange-traded derivatives instruments. The Fund’s interest rate swaps are
subject to mandatory clearing, which means they must be transacted through a
futures commission merchant and cleared through a clearinghouse that serves as a
central counterparty. Swaps involve the risk that the party with whom the Fund
has entered into the swap will default on its obligation to pay the Fund. If a
counterparty becomes bankrupt or otherwise fails to perform its obligations
under a swap due to financial difficulties, the Fund may experience significant
delays in obtaining any recovery under the swap in a bankruptcy or other
reorganization proceeding. This risk is heightened with respect to OTC
instruments, such as the swaps in which the Fund will invest, and may be greater
during volatile market conditions. Other risks include the inability to close
out a position because the trading market becomes illiquid (particularly in the
OTC markets) or the availability of counterparties becomes limited for a period
of time. Certain of the Fund’s transactions in swaps 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.
◦Swaptions
Risk.
A swaption is an option contract that gives the holder the right (but not the
obligation) to enter into a swap at a predetermined rate at expiration in
exchange for a premium payment. Swaptions enable the Fund to purchase exposure
that is significantly greater than the premium paid. Consequently, the value of
swaptions can be
volatile,
and a small investment in swaptions can have a large impact on the performance
of the Fund. The Fund risks losing all or part of the cash paid (premium) for
purchasing swaptions. Additionally, the value of the option may be lost if the
Fund fails to exercise such option at or prior to its expiration. Depending on
the terms of the particular option agreement, the Fund will generally incur a
greater degree of risk when it writes a swaption than it will incur when it
purchases a swaption. When the Fund write (sells) a swaption, there is a risk
that the option will be exercised by the purchaser when the market value of the
underlying interest rate swap changes unfavorably with respect to the Fund. The
Fund’s loss may exceed the option premium received by the Fund. During the life
of the swaption, fluctuations in interest rates will impact the market value of
the swaption. If the Fund settles the swaption prematurely, the Fund may suffer
a loss equal to the swaption’s market value.
•Capped
Upside Return Risk.
To the extent that the Fund uses a derivatives instrument to cap the Fund’s
return when the 10-Year Rate increases above a specified level at the end of the
calendar quarter, the Fund will not participate in gains beyond the cap.
In
the event an investor purchases shares after the date on which the Fund enters
into such derivative instruments (i.e.,
at the end of each calendar quarter) and the 10-Year Rate has risen to a level
near to the cap, there may be little or no ability for that investor to
experience an investment gain on their shares with respect to the 10-Year Rate
during that quarter.
•Cash
Redemption Risk. The
Fund generally redeems shares for cash or otherwise includes cash as part of its
redemption proceeds. The Fund may be required to sell or unwind portfolio
investments in order 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.
•Commodity
Pool Regulatory Risk. The
Fund’s investment exposure to futures instruments and interest rate swaps will
cause it to be deemed to be a commodity pool, thereby subjecting the Fund to
regulation under the CEA and CFTC rules. The Adviser is registered as a CPO, and
the Fund will be operated in accordance with applicable CFTC rules, as well as
the regulatory scheme applicable to registered investment companies.
Registration as a CPO imposes additional compliance obligations on the Adviser
and the Fund related to additional laws, regulations, and enforcement policies,
which could increase compliance costs and may affect the operations and
financial performance of the Fund. However, the Fund’s status as a commodity
pool and the Adviser’s registration as a CPO are not expected to materially
adversely affect the Fund’s ability to achieve its investment objective. The
CFTC has not passed on the adequacy of this Prospectus.
•Counterparty
Risk. The
risk of loss to the Fund for derivative transactions (such as interest rate
swaps or swaptions) that are entered into on a net basis depends on which party
is obligated to pay the net amount to the other party. If the counterparty is
obligated to pay the net amount to the Fund, the risk of loss to the Fund is
loss of the entire amount that the Fund is entitled to receive. If the Fund is
obligated to pay the net amount, the Fund’s risk of loss is generally limited to
that net amount. If a derivative instrument involves the exchange of the entire
principal value of a security, the entire principal value of that security is
subject to the risk that the other party to the transaction will default on its
contractual delivery obligations. A counterparty may be unwilling or unable to
make timely payments to meet its contractual obligations or may fail to return
holdings that are subject to the agreement with the counterparty. If the
counterparty or its affiliate becomes insolvent, bankrupt or defaults on its
payment obligations to the Fund, the value of an investment held by the Fund may
decline. Additionally, if any collateral posted by the counterparty for the
benefit of the Fund is insufficient or there are delays in the Fund’s ability to
access such collateral, the Fund may not be able to achieve its investment
objective.
In
addition, the Fund may enter into derivative transactions with a limited number
of counterparties, which may increase the Fund’s exposure to counterparty credit
risk. Further, there is a risk that no suitable counterparties will be willing
to enter into, or continue to enter into, transactions with the Fund and, as a
result, the Fund may not be able to achieve its investment objective or may
decide to change its investment objective.
•ETF
Risks. The
Fund is an ETF, and, as a result of an ETF’s structure, it is exposed to the
following risks:
◦APs,
Market Makers, and Liquidity Providers Concentration Risk.
The Fund has a limited number of financial institutions that may act as APs. In
addition, there may be a limited number of market makers and/or liquidity
providers in the marketplace. To the extent either of the following events
occur, Shares may trade at a material discount to NAV and possibly face
delisting: (i) APs exit the business or otherwise become unable to process
creation and/or redemption orders and no other APs step forward to perform these
services, or (ii) market makers and/or liquidity providers exit the business or
significantly reduce their business activities and no other entities step
forward to perform their functions.
◦Costs
of Buying or Selling Shares.
Investors buying or selling Shares in the secondary market will pay brokerage
commissions or other charges imposed by brokers, as determined by that broker.
Brokerage commissions are often a fixed amount and may be a significant
proportional cost for investors seeking to buy or sell relatively small amounts
of Shares. In addition, secondary market investors will also incur the cost of
the difference between the price at which an investor is
willing
to buy Shares (the “bid” price) and the price at which an investor is willing to
sell Shares (the “ask” price). This difference in bid and ask prices is often
referred to as the “spread” or “bid-ask spread.” The bid-ask spread varies over
time for Shares based on trading volume and market liquidity, and the spread is
generally lower if Shares have more trading volume and market liquidity and
higher if Shares have little trading volume and market liquidity. Further, a
relatively small investor base in the Fund, asset swings in the Fund, and/or
increased market volatility may cause increased bid-ask spreads. Due to the
costs of buying or selling Shares, including bid-ask spreads, frequent trading
of Shares may significantly reduce investment results and an investment in
Shares may not be advisable for investors who anticipate regularly making small
investments.
◦Shares
May Trade at Prices Other Than NAV.
As with all ETFs, Shares may be bought and sold in the secondary market at
market prices. Although it is expected that the market price of Shares will
approximate the Fund’s NAV, there may be times when the market price of Shares
is more than the NAV intra-day (premium) or less than the NAV intra-day
(discount) due to supply and demand of Shares or during periods of market
volatility. This risk is heightened in times of market volatility, periods of
steep market declines, and periods when there is limited trading activity for
Shares in the secondary market, in which case such premiums or discounts may be
significant.
◦Trading.
Although Shares are listed for trading on the Exchange and may be listed or
traded on U.S. and non-U.S. stock exchanges other than the Exchange, there can
be no assurance that an active trading market for such Shares will develop or be
maintained. Trading in Shares may be halted due to market conditions or for
reasons that, in the view of the Exchange, make trading in Shares inadvisable.
In addition, trading in Shares on the Exchange is subject to trading halts
caused by extraordinary market volatility pursuant to Exchange “circuit breaker”
rules, which temporarily halt trading on the Exchange when a decline in the
S&P 500®
Index during a single day reaches certain thresholds (e.g.,
7%, 13%, and 20%). Additional rules applicable to the Exchange may halt trading
in Shares when extraordinary volatility causes sudden, significant swings in the
market price of Shares. There can be no assurance that Shares will trade with
any volume, or at all, on any stock exchange. In stressed market conditions, the
liquidity of Shares may begin to mirror the liquidity of the Fund’s underlying
portfolio holdings, which can be significantly less liquid than Shares, and this
could lead to differences between the market price of the Shares and the
underlying value of those Shares.
•Floor
Loss Risk.
There can be no guarantee that the Fund will be successful in its strategy to
provide protection against declines below a floor in the 10-Year Rate over a
calendar quarter. The Fund’s strategy seeks to hedge against increases in the
10-Year Rate, while limiting downside losses from a significant decrease in the
10-Year Rate, if shares are bought on the day on which the Fund enters into
these derivatives and held until they expire at the end of the calendar quarter.
In the event an investor purchases shares after the date on which the
derivatives were entered into and the Fund has already increased in value, then
the investor may experience losses prior to gaining the protection offered by
the floor, which is not guaranteed. The Fund does not provide principal
protection and an investor may experience significant losses on its investment,
including the loss of its entire investment.
•Hedging
Risk.
Derivatives used by the Fund to hedge against increases in the 10-Year Rate may
not perform as intended. There can be no assurance that the Fund’s hedging
transactions will be effective.
•Interest
Rate Risk. Generally,
the value of fixed income securities will change inversely with changes in
interest rates. As interest rates rise, the market value of fixed income
securities tends to decrease. Conversely, as interest rates fall, the market
value of fixed income securities tends to increase. This risk will be greater
for long-term securities than for short-term securities. Changes in government
intervention may have adverse effects on investments, volatility, and
illiquidity in debt markets. The Fund’s exposure to derivatives tied to interest
rates subjects the Fund to greater volatility than investments in traditional
securities, such as stocks and bonds. Investing in derivatives tied to interest
rates is speculative and can be extremely volatile. The value of such
investments may fluctuate rapidly based on a variety of factors, including
overall market movements; economic events and policies; changes in interest
rates or inflation rates; changes in monetary and exchange control programs;
war; acts of terrorism; natural disasters; and technological developments. These
factors may affect the value of the Fund in varying ways, and different factors
may cause the value and the volatility of the Fund to move in inconsistent
directions at inconsistent rates. The Fund’s investments in interest rate-linked
derivatives may lose money if short-term or long-term interest rates fall
sharply or otherwise change in a manner not anticipated by the Fund’s investment
adviser. There is no guarantee that the Fund will have positive performance even
in environments of sharply rising interest rates.
•Management
Risk. The
Fund is actively managed and may not meet its investment objective based on the
Adviser’s success or failure to implement investment strategies for the Fund.
•Market
Risk. The
instruments 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 markets generally or factors affecting specific issuers,
industries, or sectors in which the Fund invests. In addition, local, regional
or global events such as war, including Russia’s invasion of Ukraine, acts of
terrorism, spread of infectious diseases or other public health issues,
recessions, rising
inflation,
or other events could have a significant negative impact on the Fund and its
investments. For example, the global pandemic caused by COVID-19, a novel
coronavirus, and the aggressive responses taken by many governments, including
closing borders, restricting international and domestic travel, and the
imposition of prolonged quarantines or similar restrictions, has had negative
impacts, and in many cases severe impacts, on markets worldwide. The COVID-19
pandemic has caused prolonged disruptions to the normal business operations of
companies around the world and the impact of such disruptions is hard to
predict. Such events may affect certain geographic regions, countries, sectors
and industries more significantly than others. Such events could adversely
affect the prices and liquidity of the Fund’s portfolio securities or other
instruments and could result in disruptions in the trading markets.
•New
Fund Risk. The
Fund is a recently organized investment company with no operating history. As a
result, prospective investors have no track record or history on which to base
their investment decision.
•Non-Diversification
Risk.
The Fund is considered to be non-diversified, which means that it may invest
more of its assets in the securities of a single issuer or a smaller number of
issuers than if it were a diversified fund. As a result, the Fund may be more
exposed to the risks associated with and developments affecting an individual
issuer or a smaller number of issuers than a fund that invests more widely. This
may increase the Fund’s volatility and cause the performance of a relatively
smaller number of issuers to have a greater impact on the Fund’s performance.
However, the Fund intends to satisfy the diversification requirements for
qualifying as a regulated investment company (a “RIC”) under Subchapter M of the
Code.
•Other
Investment Companies Risk. The
Fund will incur higher and duplicative expenses when it invests in other ETFs.
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.
Investments in ETFs are also subject to the “ETF Risks” described
above.
•Purchase
and Sale Timing Risk.
The Fund is designed to provide protection against declines below a floor in the
10-Year Rate over a calendar quarter and provide for participation in gains of
the 10-Year Rate up to a specified cap each calendar quarter. Because the
derivatives used by the Fund to protect against downside losses and cap upside
returns will expire each calendar quarter, if you purchase or sell shares on a
date other than the first day of the calendar quarter or if you hold shares for
more or less than a calendar quarter, the value of your investment in shares may
not be protected against the specified declines and may not participate fully in
potential gains from 10-Year Rate increases.
•Tax
Risk.
The use of derivatives strategies, such as writing (selling) and purchasing
options, involves complex rules that will determine for income tax purposes the
amount, character and timing of recognition of the gains and losses the Fund
realizes in connection therewith. The Fund expects to generate premiums from its
sale of options. These premiums typically will result in short-term capital
gains for federal income tax purposes. In addition, if positions held by the
Fund are treated as “straddles” subject to the federal tax rules applicable to
straddles under the Code, or the Fund’s risk of loss with respect to a position
was otherwise diminished as set forth in Treasury regulations, the Fund would be
subject to certain rules that may affect the amount, character and timing of a
Fund’s recognition of gains and losses with respect to straddle positions by
requiring, among other things, that: (1) any loss realized on disposition of one
position of a straddle may not be recognized to the extent that a Fund has
unrealized gains with respect to the other position in such straddle; (2) a
Fund’s holding period in straddle positions be suspended while the straddle
exists (possibly resulting in a gain being treated as short-term capital gain
rather than long-term capital gain); (3) the losses recognized with respect to
certain straddle positions that are part of a mixed straddle and that are not
subject to Section 1256 of the Code, be treated as 60% long-term and 40%
short-term capital loss; (4) losses recognized with respect to certain straddle
positions that would otherwise constitute short-term capital losses be treated
as long-term capital losses; and (5) the deduction of interest and carrying
charges attributable to certain straddle positions may be deferred.
•U.S.
Treasury Securities Risk. The
Fund will invest in U.S. Treasury securities issued or guaranteed by the U.S.
Treasury. U.S. government securities are subject to market risk, interest rate
risk and counterparty risk. Securities, such as those issued or guaranteed the
U.S. Treasury, that are backed by the full faith and credit of the United States
are guaranteed only as to the timely payment of interest and principal when held
to maturity and the market prices for such securities will fluctuate.
Notwithstanding that these securities are backed by the full faith and credit of
the United States, circumstances could arise that would prevent the payment of
interest or principal. This would result in losses to the Fund.
PORTFOLIO
HOLDINGS INFORMATION
Information
about the Fund’s daily portfolio holdings is available at www.cboevest.com/etfs/RYSE-10-year-interest-rate-hedge-etf.
A complete description of the Fund’s policies and procedures with respect to the
disclosure of the Fund’s portfolio holdings is available in the Fund’s Statement
of Additional Information (“SAI”). The
Fund’s fiscal year ends on October 31.
MANAGEMENT
Investment
Adviser
Cboe
Vest serves as the Fund’s investment adviser and has overall responsibility for
the general management and administration of the Fund. Cboe Vest is a registered
investment adviser with offices located at 8350 Broad St., Suite 240, McLean,
Virginia 22102. Cboe Vest provides investment advisory services to the Fund, as
well as other registered investment products. Cboe Vest also arranges for
transfer agency, custody, fund administration, securities lending, distribution,
and all other services necessary for the Fund to operate. For the services it
provides to the Fund, the Fund pays the Adviser a unified management fee, which
is calculated daily and paid monthly, at an annual rate of 0.85% of the Fund’s
average daily net assets.
Under
the investment advisory agreement, the Adviser has agreed to pay all expenses
incurred by the Fund except for interest
charges
on any borrowings, taxes, brokerage commissions and other expenses incurred in
placing orders for the purchase and sale of securities and other investment
instruments, acquired fund fees and expenses, accrued deferred tax liability,
extraordinary expenses, distribution fees and expenses paid by the Fund under
any distribution plan adopted pursuant to Rule 12b‑1 under the 1940 Act, and the
unified management fee payable to the Adviser.
The
basis for the Board of Trustees’ approval of the Fund’s Investment Advisory
Agreement will be available in the Fund’s first Annual or Semi-Annual Report to
Shareholders.
Portfolio
Managers
The
Fund is managed on a day-to-day basis by Karan Sood and Howard
Rubin.
Mr.
Sood has over ten years of experience in derivative based investment strategy
design and trading. Mr. Sood joined Cboe Vest as a Managing Director in 2012.
Prior to joining the Adviser, Mr. Sood worked at ProShares Advisors LLC. Prior
to ProShares, Mr. Sood worked as a Vice President at Barclays Capital. Last
based in New York, he was responsible for using derivatives to design structured
investment strategies and solutions for the firm’s institutional clients in the
Americas. Prior to his role in New York, Mr. Sood worked in a similar
capacity in London with Barclays Capital’s European clients. Mr. Sood received a
master’s degree in Decision Sciences & Operations Research from London
School of Economics & Political Science. He also holds a bachelor’s degree
in engineering from the Indian Institute of Technology, Delhi.
Mr.
Rubin has over twenty years of experience as a portfolio manager. Mr. Rubin
joined Cboe Vest as a Managing Director in 2017. Prior to joining the Adviser,
Mr. Rubin served as Director of Portfolio Management at ProShares Advisors LLC
from December 2007 to September 2013. Mr. Rubin also served as Senior Portfolio
Manager of ProFund Advisors LLC from November 2004 to December 2007 and
Portfolio Manager of ProFund Advisors LLC from April 2000 through November 2004.
Mr. Rubin holds the Chartered Financial Analyst (CFA) designation. Mr. Rubin
received a master’s degree in Finance from George Washington University. He also
holds a bachelor’s degree in economics from Wharton School of Finance,
University of Pennsylvania.
The
Fund’s SAI provides additional information about the Portfolio Managers’
compensation structure, other accounts managed by the Portfolio Managers, and
the Portfolio Managers’ ownership of Shares.
HOW
TO BUY AND SELL SHARES
The
Fund issues and redeems Shares at NAV only in Creation Units. Only APs may
acquire Shares directly from the Fund, and only APs may tender their Shares for
redemption directly to the Fund, at NAV. APs must be a member or participant of
a clearing agency registered with the SEC and must execute a Participant
Agreement that has been agreed to by the Distributor (defined below), and that
has been accepted by the Fund’s transfer agent, with respect to purchases and
redemptions of Creation Units. Once created, Shares trade in the secondary
market in quantities less than a Creation Unit.
Most
investors buy and sell Shares in secondary market transactions through brokers.
Shares are listed for trading on the secondary market on the Exchange and can be
bought and sold throughout the trading day like other publicly traded
securities.
When
buying or selling Shares through a broker, you will incur customary brokerage
commissions and charges, and you may pay some or all of the bid-ask spread on
your transactions. In addition, because secondary market transactions occur at
market prices, you may pay more than NAV when you buy Shares and receive less
than NAV when you sell those Shares.
Book
Entry
Shares
are held in book-entry form, which means that no stock certificates are issued.
The Depository Trust Company (“DTC”) or its nominee is the record owner of all
outstanding Shares.
Investors
owning Shares are beneficial owners as shown on the records of DTC or its
participants. DTC serves as the securities depository for all Shares. DTC’s
participants include securities brokers and dealers, banks, trust companies,
clearing corporations and other institutions that directly or indirectly
maintain a custodial relationship with DTC. As a beneficial owner of Shares, you
are not entitled to receive physical delivery of stock certificates or to have
Shares registered in your name, and you are not considered a
registered
owner of Shares. Therefore, to exercise any right as an owner of Shares, you
must rely upon the procedures of DTC and its participants. These procedures are
the same as those that apply to any other securities that you hold in book entry
or “street name” through your brokerage account.
Frequent
Purchases and Redemptions of Shares
The
Fund imposes no restrictions on the frequency of purchases and redemptions of
Shares. In determining not to approve a written, established policy, the Board
evaluated the risks of market timing activities by Fund shareholders. Purchases
and redemptions by APs, who are the only parties that may purchase or redeem
Shares directly with the Fund, are an essential part of the ETF process and help
keep Share trading prices in line with NAV. As such, the Fund accommodates
frequent purchases and redemptions by APs. However, the Board has also
determined that frequent purchases and redemptions for cash may increase
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 Fund employs fair value pricing and may impose transaction
fees on purchases and redemptions of Creation Units to cover the custodial and
other costs incurred by the Fund in effecting trades. In addition, the Fund and
the Adviser reserve the right to reject any purchase order at any
time.
Determination
of NAV
The
Fund’s NAV is calculated as of the scheduled close of regular trading on the New
York Stock Exchange (“NYSE”), generally 4:00 p.m. Eastern time, each day
the NYSE is open for business. The NAV is calculated by dividing the Fund’s net
assets by its Shares outstanding.
In
calculating its NAV, the Fund generally values its assets on the basis of market
quotations, last sale prices, or estimates of value furnished by a pricing
service or brokers who make markets in such instruments. If such information is
not available for a security held by the Fund or is determined to be unreliable,
the security will be valued by the Adviser at fair value pursuant to procedures
established by the Adviser and approved by the Board (as described
below).
Fair
Value Pricing
The
Adviser has been designated by the Board as the valuation designee for the Fund
pursuant to Rule 2a-5 under the 1940 Act. In its capacity as valuation designee,
the Adviser has adopted procedures and methodologies to fair value Fund
securities whose market prices are not “readily available” or are deemed to be
unreliable. For example, such circumstances may arise when: (i) a security has
been de-listed or has had its trading halted or suspended; (ii) a security’s
primary pricing source is unable or unwilling to provide a price; (iii) a
security’s primary trading market is closed during regular market hours; or (iv)
a security’s value is materially affected by events occurring after the close of
the security’s primary trading market. The Board has appointed the Adviser as
the Fund’s valuation designee to perform all fair valuations of the Fund’s
portfolio investments, subject to the Board’s oversight. Accordingly, the
Adviser has established procedures for its fair valuation of the Fund’s
portfolio investments. Generally, when fair valuing a security held by the Fund,
the Adviser will take into account all reasonably available information that may
be relevant to a particular valuation including, but not limited to, fundamental
analytical data regarding the issuer, information relating to the issuer’s
business, recent trades or offers of the security, general and/or specific
market conditions and the specific facts giving rise to the need to fair value
the security. Fair value determinations are made in good faith and in accordance
with the fair value methodologies established by the Adviser. Due to the
subjective and variable nature of determining the fair value of a security or
other investment, there can be no assurance that the Adviser’s fair value will
match or closely correlate to any market quotation that subsequently becomes
available or the price quoted or published by other sources. In addition, the
Fund may not be able to obtain the fair value assigned to the security upon the
sale of such security.
Investments
by Registered Investment Companies
Section 12(d)(1)
of the 1940 Act restricts investments by registered investment companies in the
securities of other investment companies, including Shares. Registered
investment companies are permitted to invest in the Fund beyond the limits set
forth in section 12(d)(1) subject to certain terms and conditions set forth in
Rule 12d1-4 under the 1940 Act, including that such investment companies enter
into an agreement with the Fund.
Delivery
of Shareholder Documents – Householding
Householding
is an option available to certain investors of the Fund. Householding is a
method of delivery, based on the preference of the individual investor, in which
a single copy of certain shareholder documents can be delivered to investors who
share the same address, even if their accounts are registered under different
names. Householding for the Fund is available through certain broker-dealers. If
you are interested in enrolling in householding and receiving a single copy of
prospectuses and other shareholder documents, please contact your broker-dealer.
If you are currently enrolled in householding and wish to change your
householding status, please contact your broker-dealer.
DIVIDENDS,
DISTRIBUTIONS, AND TAXES
Dividends
and Distributions
The
Fund intends to pay out dividends, if any, quarterly and distribute any net
realized capital gains to its shareholders at least annually. The Fund will
declare and pay capital gain distributions, if any, in cash. Distributions in
cash may be reinvested automatically in additional whole Shares only if the
broker through whom you purchased Shares makes such option available. Your
broker is responsible for distributing the income and capital gain distributions
to you.
The
following discussion is a summary of some important U.S. federal income tax
considerations generally applicable to investments in the Fund. Your investment
in the Fund may have other tax implications. Please consult your tax advisor
about the tax consequences of an investment in Shares, including the possible
application of foreign, state, and local tax laws.
Taxes
The
Fund intends to elect and qualify each year for treatment as a regulated
investment company (“RIC”) under the Code. If it meets certain minimum
distribution requirements, a RIC is not subject to tax at the fund level on
income and gains from investments that are timely distributed to shareholders.
However, the Fund’s failure to qualify as a RIC or to meet minimum distribution
requirements would result (if certain relief provisions were not available) in
fund-level taxation and, consequently, a reduction in income available for
distribution to shareholders.
Unless
your investment in Shares is made through a tax-exempt entity or tax-advantaged
account, such as an IRA, you need to be aware of the possible tax consequences
when the Fund makes distributions, when you sell your Shares listed on the
Exchange, and when you purchase or redeem Creation Units (APs
only).
Taxes
on Distributions
For
federal income tax purposes, distributions of investment income are generally
taxable as ordinary income or qualified dividend income. Taxes on distributions
of capital gains (if any) are determined by how long the Fund owned the
investments that generated them, rather than how long a shareholder has owned
his or her Shares. Sales of assets held by the Fund for more than one year
generally result in long-term capital gains and losses, and sales of assets held
by the Fund for one year or less generally result in short-term capital gains
and losses. Distributions of the Fund’s net capital gain (the excess of net
long-term capital gains over net short-term capital losses) that are reported by
the Fund as capital gain dividends (“Capital Gain Dividends”) will be taxable as
long-term capital gains, which for non-corporate shareholders are subject to tax
at reduced rates of up to 20% (lower rates apply to individuals in lower tax
brackets). Distributions of short-term capital gain will generally be taxable as
ordinary income. Dividends and distributions are generally taxable to you
whether you receive them in cash or reinvest them in additional Shares.
Distributions
reported by the Fund as “qualified dividend income” are generally taxed to
non-corporate shareholders at rates applicable to long-term capital gains,
provided holding period and other requirements are met. “Qualified dividend
income” generally is income derived from dividends paid by U.S. corporations or
certain foreign corporations that are either incorporated in a U.S. possession
or eligible for tax benefits under certain U.S. income tax treaties. In
addition, dividends that the Fund received in respect of stock of certain
foreign corporations may be qualified dividend income if that stock is readily
tradable on an established U.S. securities market. Dividends received by the
Fund from an underlying fund taxable as a RIC may be treated as qualified
dividend income generally only to the extent so reported by such underlying
fund. Corporate shareholders may be entitled to a dividends received deduction
for the portion of dividends they receive from the Fund that are attributable to
dividends received by the Fund from U.S. corporations, subject to certain
limitations. The Fund’s investment strategy is expected to significantly reduce
or eliminate its ability to make distributions eligible to be treated as
qualified dividend income or for the dividends-received deduction.
Shortly
after the close of each calendar year, you will be informed of the amount and
character of any distributions received from the Fund.
U.S.
individuals with income exceeding specified thresholds are subject to a 3.8% tax
on all or a portion of their “net investment income,” which includes interest,
dividends, and certain capital gains (generally including capital gains
distributions and capital gains realized on the sale of Shares). This 3.8% tax
also applies to all or a portion of the undistributed net investment income of
certain shareholders that are estates and trusts.
In
general, your distributions are subject to federal income tax for the year in
which they are paid. Certain distributions paid in January, however, may be
treated as paid on December 31 of the prior year. Distributions are generally
taxable even if they are paid from income or gains earned by the Fund before
your investment (and thus were included in the Shares’ NAV when you purchased
your Shares).
You
may wish to avoid investing in the Fund shortly before a dividend or other
distribution, because such a distribution will generally be taxable even though
it may economically represent a return of a portion of your investment.
If
the Fund’s distributions exceed its earnings and profits, all or a portion of
the distributions made for a taxable year may be recharacterized as a return of
capital to shareholders. A return of capital distribution will generally not be
taxable, but will reduce each shareholder’s cost basis in Shares and result in a
higher capital gain or lower capital loss when the Shares are sold. After a
shareholder’s basis in Shares has been reduced to zero, distributions in excess
of earnings and profits in respect of those Shares will be treated as gain from
the sale of the Shares.
If
you are neither a resident nor a citizen of the United States or if you are a
foreign entity, distributions (other than Capital Gain Dividends) paid to you by
the Fund will generally be subject to a U.S. withholding tax at the rate of 30%,
unless a lower treaty rate applies. Gains from the sale or other disposition of
Shares by non-U.S. shareholders generally are not subject to U.S. taxation,
unless you are a nonresident alien individual who is physically present in the
U.S. for 183 days or more per year. The Fund may, under certain circumstances,
report all or a portion of a dividend as an “interest-related dividend” or a
“short-term capital gain dividend,” which would generally be exempt from this
30% U.S. withholding tax, provided certain other requirements are met.
Different tax consequences may result if you are a foreign shareholder engaged
in a trade or business within the United States or if a tax treaty applies.
The
Fund (or a financial intermediary, such as a broker, through which a shareholder
owns Shares) generally is required to withhold and remit to the U.S. Treasury a
percentage of the taxable distributions and sale or redemption proceeds paid to
any shareholder who fails to properly furnish a correct taxpayer identification
number, who has underreported dividend or interest income, or who fails to
certify that the shareholder is not subject to such withholding.
Taxes
When Shares are Sold on the Exchange
Provided
that a shareholder holds Shares as capital assets, any capital gain or loss
realized upon a sale of Shares generally is treated as a long-term capital gain
or loss if Shares have been held for more than one year and as a short-term
capital gain or loss if Shares have been held for one year or less. However, any
capital loss on a sale of Shares held for six months or less is treated as
long-term capital loss to the extent of Capital Gain Dividends paid with respect
to such Shares. Any loss realized on a sale will be disallowed to the extent
Shares of the Fund are acquired, including through reinvestment of dividends,
within a 61-day period beginning 30 days before and ending 30 days after the
disposition of Shares. The ability to deduct capital losses may be limited.
The
cost basis of Shares of the Fund acquired by purchase will generally be based on
the amount paid for the Shares and then may be subsequently adjusted for other
applicable transactions as required by the Code. The difference between the
selling price and the cost basis of Shares generally determines the amount of
the capital gain or loss realized on the sale or exchange of Shares. Contact the
broker through whom you purchased your Shares to obtain information with respect
to the available cost basis reporting methods and elections for your account.
Taxes
on Purchases and Redemptions of Creation Units
An
AP having the U.S. dollar as its functional currency for U.S. federal income tax
purposes who exchanges securities for Creation Units generally recognizes a gain
or a loss. The gain or loss will be equal to the difference between the value of
the Creation Units at the time of the exchange and the exchanging AP’s aggregate
basis in the securities delivered, plus the amount of any cash paid for the
Creation Units. An AP who exchanges Creation Units for securities will generally
recognize a gain or loss equal to the difference between the exchanging AP’s
basis in the Creation Units and the aggregate U.S. dollar market value of the
securities received, plus any cash received for such Creation Units. The
Internal Revenue Service may assert, however, that a loss that is realized upon
an exchange of securities for Creation Units may not be currently deducted under
the rules governing “wash sales” (for an AP who does not mark-to-market its
holdings), or on the basis that there has been no significant change in economic
position. APs exchanging securities should consult their own tax advisor with
respect to whether wash sales rules apply and when a loss might be
deductible.
The
Fund may include a payment of cash in addition to, or in place of, the delivery
of a basket of securities upon the redemption of Creation Units. The Fund may
sell portfolio securities to obtain the cash needed to distribute redemption
proceeds. This may cause the Fund to recognize investment income and/or capital
gains or losses that it might not have recognized if it had completely satisfied
the redemption in-kind. As a result, the Fund may be less tax efficient if it
includes such a cash payment in the proceeds paid upon the redemption of
Creation Units.
Taxation
of Complex Investments
The
Fund’s investments are subject to complex provisions of the Code that, among
other things, may affect the Fund’s ability to qualify as a RIC, affect the
character of gains and losses realized by the Fund (e.g.,
may affect whether gains or losses are ordinary or capital), accelerate
recognition of income to the Fund and defer losses. These rules could therefore
affect the character, amount and timing of distributions to shareholders. These
provisions also may require the Fund to mark to market certain types of
positions in its portfolio (i.e.,
treat them as if they were closed out) which may cause the Fund to recognize
income without the Fund receiving cash with which to make distributions in
amounts sufficient to enable the Fund to satisfy the RIC distribution
requirements for avoiding income and excise taxes. The Fund intends to monitor
its transactions, intends to make appropriate tax elections, and intends to make
appropriate entries in its books and records to mitigate the effect of these
rules and preserve the Fund’s qualification for treatment as a RIC.
If
positions held by the Fund are treated as “straddles” for federal income tax
purposes, or the Fund’s risk of loss with respect to a position was otherwise
diminished as set forth in Treasury Regulations, the Fund will be subject to
certain rules that may affect the amount, character and timing of a Fund’s gains
and losses with respect to straddle positions by requiring, among other things,
that: (1) any loss realized on disposition of one position of a straddle may not
be recognized to the extent that the Fund has unrealized gains with respect to
the other position in such straddle; (2) the Fund’s holding period in straddle
positions be suspended while the straddle exists (possibly resulting in a gain
being treated as short-term capital gain rather than long-term capital gain);
(3) the losses recognized with respect to certain straddle positions that are
part of a mixed straddle and that are not subject to Section 1256 of the Code be
treated as 60% long-term and 40% short-term capital loss; (4) losses recognized
with respect to certain straddle positions that would otherwise constitute
short-term capital losses be treated as long-term capital losses; and (5) the
deduction of interest and carrying charges attributable to certain straddle
positions may be deferred.
The
foregoing discussion summarizes some of the possible consequences under current
federal tax law of an investment in the Fund. It is not a substitute for
personal tax advice. You also may be subject to state and local tax on Fund
distributions and sales of Shares. Consult your personal tax advisor about the
potential tax consequences of an investment in Shares under all applicable tax
laws. For more information, please see the section entitled “Federal Income
Taxes” in the SAI.
DISTRIBUTION
The
Distributor, Quasar Distributors, LLC, is a broker-dealer registered with the
SEC. The Distributor distributes Creation Units for the Fund on an agency basis
and does not maintain a secondary market in Shares. The Distributor has no role
in determining the policies of the Fund or the securities that are purchased or
sold by the Fund. The Distributor’s principal address is 111 East Kilbourn
Avenue, Suite 2200, Milwaukee, Wisconsin 53202.
The
Board has adopted a Distribution and Service Plan (the “Plan”) pursuant to Rule
12b-1 under the 1940 Act. In accordance with the Plan, the Fund is authorized to
pay an amount up to 0.25% of its average daily net assets each year for certain
distribution-related activities and shareholder services.
No
Rule 12b-1 fees are currently paid by the Fund, and there are no plans to impose
these fees. However, in the event Rule 12b-1 fees are charged in the future,
because the fees are paid out of the Fund’s assets, over time these fees will
increase the cost of your investment and may cost you more than certain other
types of sales charges.
PREMIUM/DISCOUNT
INFORMATION
Information
regarding how often Shares of the Fund trade on the Exchange at a price above
(i.e.,
at a premium) or below (i.e.,
at a discount) the NAV of the Fund is available on the Fund’s website at
www.cboevest.com/etfs/RYSE-10-year-interest-rate-hedge-etf.
Financial
information is not available because the Fund had not commenced operations prior
to the date of this Prospectus.
Cboe
Vest 10 Year Interest Rate Hedge ETF
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Adviser |
Cboe
VestSM
Financial LLC
8350
Broad Street, Suite 240
McLean,
Virginia 22102 |
Custodian |
U.S.
Bank National Association
1555
N. Rivercenter Drive, Suite 302
Milwaukee,
Wisconsin 53212 |
Transfer
Agent, Index Receipt Agent, and Administrator |
U.S.
Bancorp Fund Services, LLC
d/b/a
U.S. Bank Global Fund Services
615
East Michigan Street
Milwaukee,
Wisconsin 53202 |
Distributor |
Quasar
Distributors, LLC
111
East Kilbourn Avenue, Suite 2200
Milwaukee,
Wisconsin 53202 |
Independent
Registered Public Accounting Firm |
Cohen
& Company, Ltd.
342
North Water Street, Suite 830
Milwaukee,
Wisconsin 53202 |
Legal
Counsel |
Morgan,
Lewis & Bockius LLP
1111
Pennsylvania Avenue NW
Washington,
DC 20004-2541 |
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Investors
may find more information about the Fund in the following documents:
Statement
of Additional Information: The
Fund’s SAI provides additional details about the investments and techniques of
the Fund and certain other additional information. A current SAI dated November
14, 2022 is on file with the SEC and is herein incorporated by reference into
this Prospectus. It is legally considered a part of this
Prospectus.
Annual/Semi-Annual
Reports: Additional
information about the Fund’s investments will be available in the Fund’s annual
and semi-annual reports to shareholders. In the annual report, when available,
you will find a discussion of the market conditions and investment strategies
that significantly affected the Fund’s performance after the first fiscal year
the Fund is in operation.
You
can obtain free copies of these documents, request other information or make
general inquiries about the Fund by contacting the Fund at Cboe Vest 10 Year
Interest Rate Hedge ETF, c/o U.S. Bank Global Fund Services, P.O. Box 701,
Milwaukee, Wisconsin 53201-0701 or calling 1-800-617-0004.
Shareholder
reports and other information about the Fund are also available:
•Free
of charge from the SEC’s EDGAR database on the SEC’s website at
http://www.sec.gov; or
•Free
of charge from the Fund’s Internet web site at
www.cboevest.com/etfs/RYSE-10-year-interest-rate-hedge-etf;
or
(SEC
Investment Company Act File No. 811-22668)