ck0001540305-20211231
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QTUM |
Defiance Quantum
ETF |
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Listed
on NYSE Arca, Inc. |
FIVG |
Defiance Next Gen Connectivity
ETF |
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Listed
on NYSE Arca, Inc. |
SPAK |
Defiance Next Gen SPAC Derived
ETF |
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Listed
on NYSE Arca, Inc. |
HDRO |
Defiance Next Gen H2
ETF |
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Listed
on NYSE Arca, Inc. |
PSY |
Defiance Next Gen Altered Experience
ETF |
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Listed
on NYSE Arca, Inc. |
CRUZ |
Defiance Hotel, Airline, and Cruise
ETF |
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Listed
on NYSE Arca, Inc. |
NFTZ |
Defiance Digital Revolution
ETF |
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Listed
on NYSE Arca, Inc. |
SMHJ |
Defiance Indxx Junior Semiconductor
ETF |
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Listed
on NYSE Arca, Inc. |
COPR |
Defiance Next Gen Conductivity
ETF |
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Listed
on NYSE Arca, Inc. |
PROSPECTUS
April 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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Defiance
Next Gen SPAC Derived ETF |
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Defiance
Next Gen H2 ETF |
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Defiance
Next Gen Altered Experience ETF |
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Defiance
Hotel, Airline, and Cruise ETF |
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Defiance
Digital Revolution ETF |
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Defiance
Indxx Junior Semiconductor ETF |
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Defiance
Next Gen Conductivity ETF |
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Investment Objective
The Defiance Quantum ETF (the
“Fund” or the “Quantum ETF”) seeks to track the total return performance, before
fees and expenses, of the BlueStar Quantum Computing and Machine Learning Index
(the “Index”).
Fees and Expenses of the Fund
The
following table describes the fees and expenses you may pay if you buy, hold,
and sell shares of the Fund (“Shares”). You
may pay other fees, such as brokerage commissions and other fees to financial
intermediaries, which are not reflected in the table and Example
below.
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Annual
Fund Operating Expenses (expenses
that you pay each year as a percentage of the value of your
investment) |
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Management
Fees |
0.40% |
Distribution
and/or Service (12b-1) Fees |
None |
Other
Expenses |
0.00% |
Total
Annual Fund Operating Expenses |
0.40% |
Expense Example
This Example is
intended to help you compare the cost of investing in the Fund with the cost of
investing in other funds. The Example assumes that you invest $10,000 in the
Fund for the time periods indicated and then continue to hold or redeem all of
your Shares at the end of those periods. The Example also assumes that your
investment has a 5% return each year and that the Fund’s operating expenses
remain the same. The Example does not take into account brokerage commissions
that you may pay on your purchases and sales of Shares.
Although your actual costs may be higher
or lower, based on these assumptions your costs would be:
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1 Year |
3
Years |
5
Years |
10
Years |
$41 |
$128 |
$224 |
$505 |
Portfolio Turnover
The Fund pays transaction
costs, such as commissions, when it buys and sells securities (or “turns over”
its portfolio). A higher portfolio turnover rate may indicate higher transaction
costs and may result in higher taxes when Shares are held in a taxable account.
These costs, which are not reflected in annual fund operating expenses or in the
Example, affect the Fund’s performance. For the fiscal year ended December
31, 2021, the Fund’s portfolio turnover rate was 35% of the average value of its
portfolio.
Principal Investment Strategies
The
Fund uses a “passive management” (or indexing) approach to track the total
return performance, before fees and expenses, of the Index.
BlueStar
Quantum Computing and Machine Learning Index
The
Index consists of a modified equal-weighted portfolio of the stock of companies
that derive at least 50% of their annual revenue or operating activity from the
development of quantum computing and machine learning technology. “Quantum
computing” refers to hardware and software designed to take advantage of
extremely fast computers that leverage the field of quantum mechanics, a branch
of physics dealing with particles and the complexities in which they naturally
behave. Such technologies include research and development of quantum computers;
use of quantum computing for applied sciences or communications; development of
technology-enabled interactions between quantum and traditional computers;
development of advanced hardware and/or software used in machine learning;
production of specialized machinery used in advanced semiconductor and
integrated circuit packaging; or the production and/or processing of raw
materials used in quantum computing. The companies included in the Index are
screened semi-annually from the universe of globally-listed stocks (including in
emerging markets) by BlueStar Global Investors, LLC (“BlueStar” or the “Index
Provider”) based primarily on descriptions of a company’s primary business
activities in regulatory filings (e.g., financial statements, annual reports,
investor presentations), analyst reports, and industry-specific trade
publications. Companies identified by BlueStar’s screening process are then
screened for investibility, including a minimum market capitalization of US$150
million and minimum liquidity thresholds.
The
Index is rebalanced and reconstituted semi-annually after the close of business
on the third Friday of June and December each year based on data as of the
Tuesday before the second Friday of June and December each year. However, new
initial public offerings (“IPOs”) that meet the Index’s eligibility requirements
may be added on a “fast-entry basis” in between reconstitution dates. In
addition to the semi-annual reconstitutions in June and December, new IPOs are
reviewed for fast-entry addition in March and September, and may be added after
the close of business on the third Friday of March and September. Fast-entry
additions are added at
an
equal weight with the weight reduced from existing components proportionally.
Index constituents will be removed from the Index at the time of a
reconstitution if they fail to meet the eligibility requirements.
In
determining the companies included in the Index at the time of each rebalance
and reconstitution of the Index, the largest eligible companies by market
capitalization are included until 98.5% of the market capitalization of such
eligible companies is included in the Index, plus any companies already included
in the Index whose market capitalization is in the top 99.5% of the market
capitalization of eligible companies. If such rules result in fewer than 70
Index components, the largest remaining eligible companies are selected until
the number of components reaches 70.
As
of March 31, 2022, the Index had 69 constituents, 17 of which were listed on a
non-U.S. exchange. At the time of each rebalance and reconstitution of the
Index, each constituent is equally-weighted, subject to a downward adjustment
for securities trading below certain liquidity thresholds. Additionally, the
weight of each Index component may rise and/or fall between Index rebalance
dates.
The
Index was established in 2018 and is owned by the Index Provider.
The
Fund’s Investment Strategy
The
Fund will generally use a “replication” strategy to achieve its investment
objective, meaning
the Fund will generally invest in all of the component securities of the
Index in the same approximate proportions as in the Index.
However, the Fund may use a “representative sampling” strategy, meaning it may
invest in a sample of the securities in the Index whose risk, return, and other
characteristics closely resemble the risk, return, and other characteristics of
the Index as a whole, when the Fund’s sub-adviser believes it is in the best
interests of the Fund (e.g.,
when replicating the Index involves practical difficulties or substantial costs,
an Index constituent becomes temporarily illiquid, unavailable, or less liquid,
or as a result of legal restrictions or limitations that apply to the Fund but
not to the Index).
The
Fund generally may invest in securities or other investments not included in the
Index, but which the Fund’s sub-adviser believes will help the Fund track the
Index. For example, the Fund may invest in securities that are not components of
the Index to reflect various corporate actions and other changes to the Index
(such as reconstitutions, additions, and deletions).
To
the extent the Index concentrates (i.e., holds more than 25% of its total assets)
in the securities of a particular industry or group of related industries, the
Fund will concentrate its investments to approximately the same extent as the
Index. As of March 31, 2022, the Index was concentrated in the semiconductors
industry and had significant exposure to other information technology sector
industries, including the software industry
group.
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
Funds.”
•Capital
Controls and Sanctions Risk.
Economic conditions, such as volatile currency exchange rates and interest
rates, political events, military action and other conditions may, without prior
warning, lead to foreign government intervention (including intervention by the
U.S. government with respect to foreign governments, economic sectors, foreign
companies and related securities and interests) and the imposition of capital
controls and/or sanctions, which may also include retaliatory actions of one
government against another government, such as seizure of assets. Capital
controls and/or sanctions include the prohibition of, or restrictions on, the
ability to transfer currency, securities or other assets. Capital controls
and/or sanctions may also impact the ability of the Fund to buy, sell or
otherwise transfer securities or currency, negatively impact the value and/or
liquidity of such instruments, adversely affect the trading market and price for
Shares, and cause the Fund to decline in value.
•Concentration
Risk. The
Fund’s investments will be concentrated in an industry or group of industries to
the extent that the Index is so concentrated. In such event, the value of the
Shares may rise and fall more than the value of shares of a fund that invests in
securities of companies in a broader range of industries.
•Currency
Exchange Rate Risk. The
Fund may invest in investments denominated in non-U.S. currencies or in
securities that provide exposure to such currencies. Changes in currency
exchange rates and the relative value of non-U.S. currencies will affect the
value of the Fund’s investment and the value of your Shares. Currency exchange
rates can be very volatile and can change quickly and unpredictably. As a
result, the value of an investment in the Fund may change quickly and without
warning and you may lose money.
•Depositary
Receipt Risk.
Depositary receipts involve
risks similar to those associated with investments in foreign securities, such
as changes in political or economic conditions of other countries and changes in
the exchange rates of foreign currencies.
Depositary receipts listed on U.S. exchanges are issued by banks or trust
companies, and entitle the holder to all dividends and capital gains that are
paid out on the underlying foreign shares (“Underlying Shares”). When the Fund
invests in depositary
receipts
as a substitute for an investment directly in the Underlying Shares, the Fund is
exposed to the risk that the depositary receipts may not provide a return that
corresponds precisely with that of the Underlying Shares.
•Emerging
Markets Risk.
The Fund may invest in companies organized in emerging market nations.
Investments in securities and instruments traded in developing or emerging
markets, or that provide exposure to such securities or markets, can involve
additional risks relating to political, economic, or regulatory conditions not
associated with investments in U.S. securities and instruments or investments in
more developed international markets. Such conditions may impact the ability of
the Fund to buy, sell or otherwise transfer securities, adversely affect the
trading market and price for Shares and cause the Fund to decline in value.
•Emerging
Technologies Investment Risk. The
Fund invests primarily to gain exposure to emerging technologies, such as
quantum computing, in accordance with the Index. Companies across a wide variety
of industries, primarily in the technology and communications services sectors,
are exploring the possible applications of these technologies. The extent of
such technologies’ versatility has not yet been fully explored. Consequently,
the Fund’s holdings may include equity securities of operating companies that
have exposure to a wide variety of industries, and the economic fortunes of
certain companies held by the Fund may be significantly tied to such industries.
Currently, there are few public companies for which these emerging technologies
represent an attributable and significant revenue or profit stream, and such
technologies may not ultimately have a material effect on the economic returns
of companies in which the Fund invests.
•Equity
Market Risk. The
equity securities held in the Fund’s portfolio may experience sudden,
unpredictable drops in value or long periods of decline in value. This may occur
because of factors that affect securities markets generally or factors affecting
specific issuers, industries, or sectors in which the Fund invests. Common
stocks are generally exposed to greater risk than other types of securities,
such as preferred stock and debt obligations, because common stockholders
generally have inferior rights to receive payment from issuers. In addition,
local, regional or global events such as war, including Russia’s invasion of
Ukraine, acts of terrorism, spread of infectious diseases or other public health
issues, recessions, rising inflation, or other events could have a significant
negative impact on the Fund and its investments. For example, the global
pandemic caused by COVID-19, a novel coronavirus, and the aggressive responses
taken by many governments, including closing borders, restricting international
and domestic travel, and the imposition of prolonged quarantines or similar
restrictions, has had negative impacts, and in many cases severe impacts, on
markets worldwide. The COVID-19 pandemic has caused prolonged disruptions to the
normal business operations of companies around the world and the impact of such
disruptions is hard to predict. Such events may affect certain geographic
regions, countries, sectors and industries more significantly than others. Such
events could adversely affect the prices and liquidity of the Fund’s portfolio
securities or other instruments and could result in disruptions in the trading
markets.
•ETF
Risks. The
Fund is an ETF, and, as a result of an ETF’s structure, it is exposed to the
following risks:
◦Authorized
Participants, Market Makers, and Liquidity Providers Concentration
Risk. The
Fund has a limited number of financial institutions that may act as Authorized
Participants (“APs”). In addition, there may be a limited number of market
makers and/or liquidity providers in the marketplace. To the extent either of
the following events occur, Shares may trade at a material discount to NAV and
possibly face delisting: (i) APs exit the business or otherwise become
unable to process creation and/or redemption orders and no other APs step
forward to perform these services, or (ii) market makers and/or liquidity
providers exit the business or significantly reduce their business activities
and no other entities step forward to perform their functions.
◦Costs
of Buying or Selling Shares.
Due to the costs of buying or selling Shares, including brokerage commissions
imposed by brokers and bid/ask spreads, frequent trading of Shares may
significantly reduce investment results and an investment in Shares may not be
advisable for investors who anticipate regularly making small
investments.
◦Shares
May Trade at Prices Other Than NAV. As
with all ETFs, Shares may be bought and sold in the secondary market at market
prices. Although it is expected that the market price of Shares will approximate
the Fund’s NAV, there may be times when the market price of Shares is more than
the NAV intra-day (premium) or less than the NAV intra-day (discount) due to
supply and demand of Shares or during periods of market volatility. This risk is
heightened in times of market volatility, periods of steep market declines, and
periods when there is limited trading activity for Shares in the secondary
market, in which case such premiums or discounts may be significant. 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 domestic ETFs.
◦Trading. Although
Shares are listed for trading on the NYSE Arca, Inc. (the “Exchange”) and may be
traded on U.S. exchanges other than the Exchange, there can be no assurance that
Shares will trade with any volume, or at all, on any stock exchange. In stressed
market conditions, the liquidity of Shares may begin to mirror the liquidity of
the Fund’s underlying portfolio holdings, which can be significantly less liquid
than Shares.
•Foreign
Securities Risk.
Investments in non-U.S. securities involve certain risks that may not be present
with investments in U.S. securities. For example, investments in non-U.S.
securities may be subject to risk of loss due to foreign currency fluctuations
or to political or economic instability. Investments in non-U.S. securities also
may be subject to withholding or other taxes and may be
subject
to additional trading, settlement, custodial, and operational risks. These and
other factors can make investments in the Fund more volatile and potentially
less liquid than other types of investments.
•Geographic
Investment Risk.
To the extent the Fund invests a significant portion of its assets in the
securities of companies of a single country or region, it is more likely to be
impacted by events or conditions affecting that country or region.
•Geopolitical
Risk. Some
countries and regions in which the Fund invests have experienced security
concerns, war or threats of war and aggression, terrorism, economic uncertainty,
natural and environmental disasters and/or systemic market dislocations that
have led, and in the future may lead, to increased short-term market volatility
and may have adverse long-term effects on the U.S. and world economies and
markets generally, each of which may negatively impact the Fund’s investments.
•Index
Methodology Risk. The
Index may not include all companies around the globe whose products or services
are predominantly tied to the development of quantum computing and machine
learning technologies because the Index includes only those companies meeting
the Index criteria. For example, companies that would otherwise be included in
the Index might be excluded from the Index if they omit discussion of their
quantum computing and machine learning technologies from descriptions of their
business in regulatory filings or otherwise keep such work hidden from public
(and the Index Provider’s) view.
•Index
Provider Risk. There
is no assurance that the Index Provider, or any agents that act on its behalf,
will compile the Index accurately, or that the Index will be determined,
maintained, constructed, reconstituted, rebalanced, composed, calculated or
disseminated accurately. The Adviser relies upon the Index Provider and its
agents to compile, determine, maintain, construct, reconstitute, rebalance,
compose, calculate (or arrange for an agent to calculate), and disseminate the
Index accurately. Any losses or costs associated with errors made by the Index
Provider or its agents generally will be borne by the Fund and its
shareholders.
•Market
Capitalization Risk
◦Large-Capitalization
Investing.
The
securities of large-capitalization companies may be relatively mature compared
to smaller companies and therefore subject to slower growth during times of
economic expansion. Large-capitalization companies may also be unable to respond
quickly to new competitive challenges, such as changes in technology and
consumer tastes.
◦Mid-Capitalization
Investing.
The securities of mid-capitalization companies may be more vulnerable to adverse
issuer, market, political, or economic developments than securities of
large-capitalization companies. 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.
•Passive
Investment Risk.
The Fund is not actively managed, and its sub-adviser would not sell shares of
an equity security due to current or projected underperformance of a security,
industry, or sector, unless that security is removed from the Index or the
selling of shares of that security is otherwise required upon a reconstitution
or rebalancing of the Index in accordance with the Index
methodology.
•Quantum
Computing and Machine Learning Investment Risk.
Companies across a wide variety of industries, primarily in the technology
sector, are exploring the possible applications of quantum computing and machine
learning technologies. The extent of such technologies’ versatility has not yet
been fully explored. Consequently, the Fund’s holdings may include equity
securities of operating companies that focus on or have exposure to a wide
variety of industries, and the economic fortunes of certain companies held by
the Fund may not be significantly tied to such technologies. Currently, there
are few public companies for which quantum computing and machine learning
technologies represent an attributable and significant revenue or profit stream,
and such technologies may not ultimately have a material effect on the economic
returns of companies in which the Fund invests.
•Sector
Risk. To
the extent the Fund invests more heavily in particular sectors of the economy,
its performance will be especially sensitive to developments that significantly
affect those sectors.
◦Information
Technology Sector Risk.
The Fund is generally expected to invest significantly in companies in the
information technology sector, including the semiconductor industry, and
therefore the performance of the Fund could be negatively impacted by events
affecting this sector. Market or economic factors impacting information
technology companies and companies that rely heavily on technological advances
could have a significant effect on the value of the Fund’s investments. The
value of stocks of information technology companies and companies that rely
heavily on technology is particularly vulnerable to rapid changes in technology
product cycles, rapid product obsolescence, government regulation and
competition, both domestically and internationally, including competition from
foreign competitors with lower production costs. Stocks of information
technology companies and companies that rely heavily on technology, especially
those of smaller, less-seasoned companies, tend to be more volatile than the
overall market. Information technology companies are
heavily
dependent on patent and intellectual property rights, the loss or impairment of
which may adversely affect profitability.
Information technology companies and companies that rely heavily on technology
may also be prone to operational and information security risks resulting from
cyber-attacks and/or technological malfunctions.
•Securities
Lending Risk.
There are certain risks associated with securities lending, including the risk
that the borrower may fail to return the securities on a timely basis or even
the loss of rights in the collateral deposited by the borrower, if the borrower
should fail financially. The Fund could also lose money in the event of a
decline in the value of collateral provided for loaned securities or a decline
in the value of any investments made with cash collateral. As a result, the Fund
may lose money.
•Tracking
Error Risk. As with all index funds, the performance of
the Fund and its Index may differ from each other for a variety of reasons. For
example, the Fund incurs operating expenses and portfolio transaction costs not
incurred by the Index. In addition, the Fund may not be fully invested in the
securities of the Index at all times or may hold securities not included in the
Index.
Performance
The following
performance information indicates some of the risks of investing in the
Fund. The bar chart shows the Fund’s performance for calendar
years ended December 31. The table illustrates how the Fund’s average annual
returns for the 1-year and since inception periods compare with those of a broad
measure of market performance and the Index. 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.defianceetfs.com.
Calendar Year Total
Returns
During the period of time shown
in the bar chart, the Fund’s highest quarterly return
was 30.89% for the quarter ended June 30, 2020, and
the lowest quarterly return was
-19.47% for the quarter ended March 31,
2020.
Average Annual Total Returns
For the Periods Ended December 31,
2021
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Defiance
Quantum ETF |
1
Year |
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Since
Inception
(9/4/18) |
Return Before
Taxes |
35.27% |
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28.10% |
Return After Taxes on
Distributions |
35.10% |
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27.91% |
Return After Taxes on Distributions and
Sale of Fund Shares |
20.98% |
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22.63% |
BlueStar
Quantum Computing and Machine Learning Index®
(reflects no deduction for
fees, expenses, or taxes) |
36.29% |
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28.81% |
S&P
500 TR Index
(reflects
no deduction for fees, expenses, or taxes) |
28.71% |
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18.25% |
After-tax returns are
calculated using the historical highest individual federal marginal income tax
rates during the period covered by the table above and do not reflect the impact
of state and local taxes. Actual after-tax returns
depend on an investor’s tax situation and may differ from those shown. After-tax
returns shown are not relevant to investors who hold their Shares through
tax-deferred arrangements such as an individual retirement account (“IRA”) or
other tax-advantaged accounts.
Portfolio
Management
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Adviser |
Defiance
ETFs, LLC |
Sub-Adviser |
Penserra
Capital Management LLC (“Penserra” or the
“Sub-Adviser”) |
Portfolio
Managers |
Dustin
Lewellyn, CFA, Managing Director of Penserra; Ernesto Tong, CFA, Managing
Director of Penserra; and Anand Desai, Senior Vice President of Penserra
have been portfolio managers of the Fund since its inception in September
2018. |
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.defianceetfs.com.
Tax
Information
Fund
distributions are generally taxable as ordinary income, qualified dividend
income, or capital gains (or a combination), unless your investment is in an IRA
or other tax-advantaged account. Distributions on investments made through
tax-deferred arrangements may be taxed later upon withdrawal of assets from
those accounts.
Financial
Intermediary Compensation
If
you purchase Shares through a broker-dealer or other financial intermediary
(such as a bank) (an “Intermediary”), the Adviser or its affiliates may pay
Intermediaries for certain activities related to the Fund, including
participation in activities that are designed to make Intermediaries more
knowledgeable about exchange traded products, including the Fund, or for other
activities, such as marketing, educational training or other initiatives related
to the sale or promotion of Shares. These payments may create a conflict of
interest by influencing the Intermediary and your salesperson to recommend the
Fund over another investment. Any such arrangements do not result in increased
Fund expenses. Ask your salesperson or visit the Intermediary’s website for more
information.
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DEFIANCE
NEXT
GEN
CONNECTIVITY
ETF |
Investment Objective
The Defiance Next Gen
Connectivity ETF (the “Fund” or the “Connectivity ETF”) seeks to track the total
return performance, before fees and expenses, of the BlueStar 5G Communications
Index (the “Index”).
Fees and Expenses of the Fund
The
following table describes the fees and expenses you may pay if you buy, hold,
and sell shares of the Fund (“Shares”). You
may pay other fees, such as brokerage commissions and other fees to financial
intermediaries, which are not reflected in the table and Example
below.
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Annual
Fund Operating Expenses (expenses
that you pay each year as a percentage of the value of your
investment) |
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Management
Fees |
0.30% |
Distribution
and/or Service (12b-1) Fees |
0.00% |
Other
Expenses |
0.00% |
Total
Annual Fund Operating Expenses |
0.30% |
Expense Example
This Example is
intended to help you compare the cost of investing in the Fund with the cost of
investing in other funds. The Example assumes that you invest $10,000 in the
Fund for the time periods indicated and then continue to hold or redeem all of
your Shares at the end of those periods. The Example also assumes that your
investment has a 5% return each year and that the Fund’s operating expenses
remain the same. The Example does not take into account brokerage commissions
that you may pay on your purchases and sales of Shares.
Although your actual costs may be higher
or lower, based on these assumptions your costs would be:
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1 Year |
3
Years |
5
Years |
10
Years |
$31 |
$97 |
$169 |
$381 |
Portfolio Turnover
The Fund pays transaction
costs, such as commissions, when it buys and sells securities (or “turns over”
its portfolio). A higher portfolio turnover rate may indicate higher transaction
costs and may result in higher taxes when Shares are held in a taxable account.
These costs, which are not reflected in annual fund operating expenses or in the
Example, affect the Fund’s performance. For the fiscal year ended
December 31, 2021, the Fund’s portfolio turnover rate was 24% of the average value of its
portfolio.
Principal Investment Strategies
The
Fund uses a “passive management” (or indexing) approach to track the total
return performance, before fees and expenses, of the Index.
BlueStar
5G Communications Index
The
Index is a rules-based index that consists of a tiered, modified market
capitalization-weighted portfolio of the U.S.-listed equity securities,
including depositary receipts, of companies whose products or services are
predominantly tied to the development of 5G networking and communication
technologies (collectively, “5G Companies”). 5G Companies are assigned to one of
four segments of the 5G communications industry, as described below. At the time
of each rebalance and reconstitution of the Index, each segment is assigned a
weight, and companies within each segment are market capitalization-weighted,
subject to a minimum weight of 0.50% and the maximum weights described below.
Additionally, to qualify for inclusion in the Index, a 5G Company must have a
minimum market capitalization of $150 million, except as otherwise described
below, and must meet certain liquidity, free-float (i.e.,
the percentage of shares available to the public), and trading cost thresholds.
Segment
1 (40% weight) consists
of 5G Companies whose products or services are predominantly tied to core
cellular network equipment (e.g.,
carrier-grade routers, antennas, or other equipment or semiconductors used in 5G
networks). At the time of each rebalance and reconstitution of the Index, this
segment will be assigned an aggregate weight of 50% of the Index, with the
weight of any individual company limited to 5% and any excess weight reallocated
to companies in such segment with a weight below 5%.
Segment
2 (30% weight) consists
of 5G Companies (i) that are organized as cellphone tower or data center real
estate investment trusts (“REITs”), (ii) that predominantly provide services as
a mobile network operator (“MNO”), or (iii) whose products or services are
predominantly tied to optical fiber cables. REITs and MNOs must have a minimum
market capitalization of $1 billion to be included in the Index. At the
time of each rebalance and reconstitution of the Index, this segment will be
assigned an aggregate weight of 25% of the Index, with the weight of any
individual company limited to 3% and any excess weight reallocated to companies
in such segment with a weight below 3%.
Segment
3 (15% weight) consists
of 5G Companies whose products or services are predominantly tied to (i)
hardware and software focused on quality of service assurance for MNOs and media
companies or (ii) network testing and bandwidth optimization equipment. At the
time of each rebalance and reconstitution of the Index, this segment will be
assigned an aggregate weight of 15% of the Index, with the weight of any
individual company limited to 3% and any excess weight reallocated to companies
in such segment with a weight below 3%.
Segment
4 (15% weight) consists
of 5G Companies whose products or services are predominantly tied to (i)
enhanced mobile broadband (eMBB) modems capable of increased bandwidth for
end-user devices or (ii) whose products or services are predominantly tied to
the infrastructure or cloud-based services supporting REITs and MNOs. At the
time of each rebalance and reconstitution of the Index, this segment will be
assigned an aggregate weight of 10% of the Index, with the weight of any
individual company limited to 1% and any excess weight reallocated to companies
in such segment with a weight below 1%.
The
companies included in the Index are screened from the universe of global
companies with equity securities or depositary receipts listed on a U.S.
exchange by BlueStar Global Investors, LLC (“BlueStar” or the “Index
Provider”) based primarily on descriptions of a company’s primary business
activities in regulatory filings (e.g.,
financial statements, annual reports, investor presentations), analyst reports,
and industry-specific trade publications. 5G Companies identified by
BlueStar’s screening process are added to the Index, subject to meeting the
investibility requirements described above. The Index may include small-, mid-,
and large-capitalization companies.
The
Index is rebalanced and reconstituted semi-annually after the close of business
on the third Friday of each June and December based on data as of the first
Thursday of each such reconstitution month. As of March 31, 2022, the Index had
84 constituents. At the time of each rebalance and reconstitution of the Index,
each constituent is weighted as described above, subject to a downward
adjustment for securities trading below certain liquidity thresholds.
Additionally, the weight of each Index component may rise and/or fall between
Index rebalance dates.
To
reduce turnover, existing Index components will not be removed from the Index
solely for not meeting the minimum market capitalization or liquidity criteria
unless they do not meet such requirements for two consecutive reconstitutions.
Additionally, components that were previously removed from the Index must meet
such requirements for two consecutive reconstitutions to be eligible for
re-entry into the Index.
The
Index was established in 2019 and is owned by the Index Provider.
The
Fund’s Investment Strategy
The
Fund will generally use a “replication” strategy to achieve its investment
objective, meaning the Fund will generally invest in all of the component
securities of the Index in the same approximate proportions as in the
Index. However, the Fund may use a “representative sampling” strategy, meaning
it may invest in a sample of the securities in the Index whose risk, return, and
other characteristics closely resemble the risk, return, and other
characteristics of the Index as a whole, when the Fund’s sub-adviser believes it
is in the best interests of the Fund (e.g.,
when replicating the Index involves practical difficulties or substantial costs,
an Index constituent becomes temporarily illiquid, unavailable, or less liquid,
or as a result of legal restrictions or limitations that apply to the Fund but
not to the Index).
The
Fund generally may invest in securities or other investments not included in the
Index, but which the Fund’s sub-adviser believes will help the Fund track the
Index. For example, the Fund may invest in securities that are not components of
the Index to reflect various corporate actions and other changes to the Index
(such as reconstitutions, additions, and deletions).
To
the extent the Index concentrates (i.e., holds more than 25% of its total assets)
in the securities of a particular industry or group of related industries, the
Fund will concentrate its investments to approximately the same extent as the
Index. As of March 31, 2022, the Index was concentrated in the semiconductor
industry and had significant exposure to the communications equipment
industry.
Principal Investment Risks
The
principal risks of investing in the Fund are summarized below. The principal
risks are presented in alphabetical order to facilitate finding particular risks
and comparing them with 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.”
•5G
Investment Risk. Companies
across a wide variety of industries, primarily in the technology sector, are
exploring the possible applications of 5G technologies. The extent of such
technologies’ versatility has not yet been fully explored. Consequently, the
Fund’s holdings may include equity securities of operating companies that focus
on or have exposure to a wide variety of industries, and the economic fortunes
of certain companies held by the Fund may not be significantly tied to such
technologies. Currently, there are few public companies for which 5G
technologies represent an attributable and significant revenue or profit stream,
and such technologies may not ultimately have a material effect on the economic
returns of companies in which the Fund invests.
•Capital
Controls and Sanctions Risk.
Economic conditions, such as volatile currency exchange rates and interest
rates, political events, military action and other conditions may, without prior
warning, lead to foreign government intervention (including intervention by the
U.S. government with respect to foreign governments, economic sectors, foreign
companies and related securities and interests) and the imposition of capital
controls and/or sanctions, which may also include retaliatory actions of one
government against another government, such as seizure of assets. Capital
controls and/or sanctions include the prohibition of, or restrictions on, the
ability to transfer currency, securities or other assets. Capital controls
and/or sanctions may also impact the ability of the Fund to buy, sell or
otherwise transfer securities or currency, negatively impact the value and/or
liquidity of such instruments, adversely affect the trading market and price for
Shares, and cause the Fund to decline in value.
•Concentration
Risk. The
Fund’s investments will be concentrated in an industry or group of industries to
the extent that the Index is so concentrated. In such event, the value of the
Shares may rise and fall more than the value of shares of a fund that invests in
securities of companies in a broader range of industries.
•Depositary
Receipt Risk. Depositary
Receipts involve risks similar to those associated with investments in foreign
securities, such as changes in political or economic conditions of other
countries and changes in the exchange rates of foreign currencies. Depositary
Receipts listed on U.S. exchanges are issued by banks or trust companies and
entitle the holder to all dividends and capital gains that are paid out on the
underlying foreign shares (“Underlying Shares”). When the Fund invests in
Depositary Receipts as a substitute for an investment directly in the Underlying
Shares, the Fund is exposed to the risk that the Depositary Receipts may not
provide a return that corresponds precisely with that of the Underlying Shares.
•Emerging
Technologies Investment Risk.
The Fund invests primarily to gain exposure to emerging technologies, such as 5G
technologies, in accordance with the Index. Companies across a wide variety of
industries, primarily in the technology sector, are exploring the possible
applications of these technologies. The extent of such technologies’ versatility
has not yet been fully explored. Consequently, the Fund’s holdings may include
equity securities of operating companies that have exposure to a wide variety of
industries, and the economic fortunes of certain companies held by the Fund may
be significantly tied to such industries. Currently, there are few public
companies for which these emerging technologies represent an attributable and
significant revenue or profit stream, and such technologies may not ultimately
have a material effect on the economic returns of companies in which the Fund
invests.
•Equity
Market Risk. The
equity securities held in the Fund’s portfolio may experience sudden,
unpredictable drops in value or long periods of decline in value. This may occur
because of factors that affect securities markets generally or factors affecting
specific issuers, industries, or sectors in which the Fund invests. Common
stocks are generally exposed to greater risk than other types of securities,
such as preferred stock and debt obligations, because common stockholders
generally have inferior rights to receive payment from issuers. In addition,
local, regional or global events such as war, including Russia’s invasion of
Ukraine, acts of terrorism, spread of infectious diseases or other public health
issues, recessions, rising inflation, or other events could have a significant
negative impact on the Fund and its investments. For example, the global
pandemic caused by COVID-19, a novel coronavirus, and the aggressive responses
taken by many governments, including closing borders, restricting international
and domestic travel, and the imposition of prolonged quarantines or similar
restrictions, has had negative impacts, and in many cases severe impacts, on
markets worldwide. The COVID-19 pandemic has caused prolonged disruptions to the
normal business operations of companies around the world and the impact of such
disruptions is hard to predict. Such events may affect certain geographic
regions, countries, sectors and industries more significantly than others. Such
events could adversely affect the prices and liquidity of the Fund’s portfolio
securities or other instruments and could result in disruptions in the trading
markets.
•ETF
Risks. The
Fund is an ETF, and, as a result of an ETF’s structure, it is exposed to the
following risks:
◦Authorized
Participants, Market Makers, and Liquidity Providers Concentration
Risk. The
Fund has a limited number of financial institutions that may act as Authorized
Participants (“APs”). In addition, there may be a limited number of market
makers and/or liquidity providers in the marketplace. To the extent either of
the following events occur, Shares may trade at a material discount to NAV and
possibly face delisting: (i) APs exit the business or otherwise become
unable to process creation and/or redemption orders and no other APs step
forward to perform these services, or (ii) market makers and/or liquidity
providers exit the business or significantly reduce their business activities
and no other entities step forward to perform their functions.
◦Costs
of Buying or Selling Shares.
Due to the costs of buying or selling Shares, including brokerage commissions
imposed by brokers and bid/ask spreads, frequent trading of Shares may
significantly reduce investment results and an investment in Shares may not be
advisable for investors who anticipate regularly making small investments.
◦Shares
May Trade at Prices Other Than NAV. As
with all ETFs, Shares may be bought and sold in the secondary market at market
prices. Although it is expected that the market price of Shares will approximate
the Fund’s NAV, there may be times when the market price of Shares is more than
the NAV intra-day (premium) or less than the NAV intra-day (discount) due to
supply and demand of Shares or during periods of market volatility. This risk is
heightened in times of market volatility, periods of steep market declines, and
periods when there is limited trading activity for Shares in the secondary
market, in which case such premiums or discounts may be significant.
◦Trading. Although
Shares are listed for trading on the NYSE Arca, Inc. (the “Exchange”) and may be
traded on U.S. exchanges other than the Exchange, there can be no assurance that
Shares will trade with any volume, or at all, on any stock exchange. In stressed
market conditions, the liquidity of Shares may begin to mirror the liquidity of
the Fund’s underlying portfolio holdings, which can be significantly less liquid
than Shares.
•Foreign
Securities Risk.
Investments in non-U.S. securities involve certain risks that may not be present
with investments in U.S. securities. For example, investments in non-U.S.
securities may be subject to risk of loss due to foreign currency fluctuations
or to political or economic instability. Investments in non-U.S. securities also
may be subject to withholding or other taxes. These and other factors can make
investments in the Fund more volatile and potentially less liquid than other
types of investments.
•Index
Methodology Risk. The
Index may not include all 5G Companies around the globe because the Index
includes only those companies meeting the Index criteria. For example, companies
that would otherwise be included in the Index might be excluded from the Index
if they omit discussion of their development of 5G networking and communication
technologies from descriptions of their business in regulatory filings or
otherwise keep such work hidden from public (and Defiance’s) view.
•Index
Provider Risk. There
is no assurance that the Index Provider, or any agents that act on its behalf,
will compile the Index accurately, or that the Index will be determined,
maintained, constructed, reconstituted, rebalanced, composed, calculated or
disseminated accurately. The Adviser relies upon the Index Provider and its
agents to compile, determine, maintain, construct, reconstitute, rebalance,
compose, calculate (or arrange for an agent to calculate), and disseminate the
Index accurately. Any losses or costs associated with errors made by the Index
Provider or its agents generally will be borne by the Fund and its
shareholders.
•Market
Capitalization Risk
◦Large-Capitalization
Investing.
The
securities of large-capitalization companies may be relatively mature compared
to smaller companies and therefore subject to slower growth during times of
economic expansion. Large-capitalization companies may also be unable to respond
quickly to new competitive challenges, such as changes in technology and
consumer tastes.
◦Mid-Capitalization
Investing.
The securities of mid-capitalization companies may be more vulnerable to adverse
issuer, market, political, or economic developments than securities of
large-capitalization companies. 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.
•Passive
Investment Risk.
The Fund is not actively managed, and its sub-adviser would not sell shares of
an equity security due to current or projected underperformance of a security,
industry, or sector, unless that security is removed from the Index or the
selling of shares of that security is otherwise required upon a reconstitution
or rebalancing of the Index in accordance with the Index
methodology.
•REIT
Investment Risk. Investments
in REITs involve unique risks. REITs may have limited financial resources, may
trade less frequently and in limited volume, and may be more volatile than other
securities. REITs may be affected by changes in the value of their underlying
properties or mortgages or by defaults by their borrowers or tenants.
Furthermore, these entities depend upon specialized management skills, have
limited diversification and are, therefore, subject to risks inherent in
financing a limited number of projects. In addition, the performance of a REIT
may be affected by changes in the tax laws or by its failure to qualify for
tax-free pass-through of income.
•Sector
Risk.
To the extent the Fund invests more heavily in particular sectors of the
economy, its performance will be especially sensitive to developments that
significantly affect those sectors.
◦Communications
Services Sector Risk: The
Fund is generally expected to invest significantly in companies in the
communications services sector, including those in the communications equipment
industry, and therefore the performance of the Fund could be negatively impacted
by events affecting this sector. Communications services companies are subject
to extensive government regulation. The costs of complying with governmental
regulations, delays or failure to receive required regulatory approvals, or the
enactment of new adverse regulatory requirements may adversely affect the
business of such companies. Companies in the communications services sector can
also be significantly affected by intense competition, including competition
with alternative technologies such as wireless communications (including with 5G
and other technologies), product compatibility, consumer preferences, rapid
product obsolescence, and research and development of new products.
Technological innovations may make the products and services of such companies
obsolete.
◦Information
Technology Sector Risk.
The Fund is generally expected to invest significantly in companies in the
information technology sector, including those in the semiconductor industry,
and therefore the performance of the Fund could be
negatively
impacted by events affecting this sector. Market or economic factors impacting
information technology companies and companies that rely heavily on
technological advances could have a significant effect on the value of the
Fund’s investments. The value of stocks of information technology companies and
companies that rely heavily on technology is particularly vulnerable to rapid
changes in technology product cycles, rapid product obsolescence, government
regulation and competition, both domestically and internationally, including
competition from foreign competitors with lower production costs. Stocks of
information technology companies and companies that rely heavily on technology,
especially those of smaller, less-seasoned companies, tend to be more volatile
than the overall market. Information technology companies are heavily dependent
on patent and intellectual property rights, the loss or impairment of which may
adversely affect profitability. Information technology companies and companies
that rely heavily on technology may also be prone to operational and information
security risks resulting from cyber-attacks and/or technological malfunctions.
•Securities
Lending Risk.
There are certain risks associated with securities lending, including the risk
that the borrower may fail to return the securities on a timely basis or even
the loss of rights in the collateral deposited by the borrower, if the borrower
should fail financially. The Fund could also lose money in the event of a
decline in the value of collateral provided for loaned securities or a decline
in the value of any investments made with cash collateral. As a result, the Fund
may lose money.
•Tracking
Error Risk. As with all index funds, the performance of
the Fund and its Index may differ from each other for a variety of reasons. For
example, the Fund incurs operating expenses and portfolio transaction costs not
incurred by the Index. In addition, the Fund may not be fully invested in the
securities of the Index at all times or may hold securities not included in the
Index.
Performance
The following
performance information indicates some of the risks of investing in the
Fund. The bar chart shows the Fund’s performance for the most
recent calendar year ended December 31. The table illustrates how the Fund’s
average annual returns for the 1-year and since inception periods compare with
those of a broad measure of market performance and the Index. 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.defianceetfs.com.
Calendar Year Total
Return
During the period of time shown
in the bar chart, the highest quarterly return
was 25.18% for the quarter ended June 30, 2020, and the
lowest quarterly return was
-16.38% for the quarter ended March 31,
2020.
Average
Annual Total Returns
(For
the Periods ended December 31, 2021)
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|
Defiance
Next Gen Connectivity ETF |
1-Year |
Since
Inception
(3/4/2019) |
Return Before
Taxes |
25.63% |
21.20% |
Return After Taxes on
Distributions |
25.26% |
20.87% |
Return After Taxes on Distributions and
Sale of Shares |
15.40% |
16.70% |
BlueStar
5G Communications Index TR
(reflects no deduction for
fees, expenses, or taxes) |
26.04% |
21.62% |
S&P
500 TR Index
(reflects
no deduction for fees, expenses, or taxes) |
28.71% |
22.91% |
After-tax returns are
calculated using the historical highest individual federal marginal income tax
rates during the period covered by the table above and do not reflect the impact
of state and local taxes. Actual after-tax returns
depend on an investor’s tax situation and may differ from those shown. After-tax
returns shown are not relevant to investors who hold their Shares through
tax-deferred arrangements such as an individual retirement account (“IRA”) or
other tax-advantaged accounts.
Portfolio
Management
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Adviser |
Defiance
ETFs, LLC |
Sub-Adviser |
Penserra
Capital Management LLC (“Penserra” or the
“Sub-Adviser”) |
Portfolio
Managers |
Dustin
Lewellyn, CFA, Managing Director of Penserra; Ernesto Tong, CFA, Managing
Director of Penserra; and Anand Desai, Senior Vice President of Penserra
have been portfolio managers of the Fund since its inception in March
2019. |
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.defianceetfs.com.
Tax
Information
Fund
distributions are generally taxable as ordinary income, qualified dividend
income, or capital gains (or a combination), unless your investment is in an IRA
or other tax-advantaged account. Distributions on investments made through
tax-deferred arrangements may be taxed later upon withdrawal of assets from
those accounts.
Financial
Intermediary Compensation
If
you purchase Shares through a broker-dealer or other financial intermediary
(such as a bank) (an “Intermediary”), the Adviser or its affiliates may pay
Intermediaries for certain activities related to the Fund, including
participation in activities that are designed to make Intermediaries more
knowledgeable about exchange traded products, including the Fund, or for other
activities, such as marketing, educational training or other initiatives related
to the sale or promotion of Shares. These payments may create a conflict of
interest by influencing the Intermediary and your salesperson to recommend the
Fund over another investment. Any such arrangements do not result in increased
Fund expenses. Ask your salesperson or visit the Intermediary’s website for more
information.
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DEFIANCE
NEXT
GEN
SPAC DERIVED
ETF |
Investment Objective
The Defiance Next Gen SPAC
Derived ETF (the “Fund” or the “SPAC ETF”) seeks to track the total return
performance, before fees and expenses, of the Indxx SPAC & NextGen IPO Index
(the “Index”).
Fees and Expenses of the Fund
The
following table describes the fees and expenses you may pay if you buy, hold,
and sell shares of the Fund (“Shares”). You
may pay other fees, such as brokerage commissions and other fees to financial
intermediaries, which are not reflected in the table and Example
below.
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Annual
Fund Operating Expenses (expenses
that you pay each year as a percentage of the value of your
investment) |
Management
Fees |
0.45% |
Distribution
and/or Service (12b-1) Fees |
0.00% |
Other
Expenses |
0.00% |
Total
Annual Fund Operating Expenses |
0.45% |
Expense Example
This Example is
intended to help you compare the cost of investing in the Fund with the cost of
investing in other funds. The Example assumes that you invest $10,000 in the
Fund for the time periods indicated and then continue to hold or redeem all of
your Shares at the end of those periods. The Example also assumes that your
investment has a 5% return each year and that the Fund’s operating expenses
remain the same. The Example does not take into account brokerage commissions
that you may pay on your purchases and sales of Shares.
Although your actual costs may be higher
or lower, based on these assumptions your costs would be:
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1 Year |
3
Years |
5
Years |
10
Years |
$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 annual fund operating expenses or in the
Example, affect the Fund’s performance. For the fiscal year ended
December 31, 2021, the Fund’s portfolio turnover rate was 149% of the average value of its
portfolio.
Principal Investment Strategies
The
Fund uses a “passive management” (or indexing) approach to track the total
return performance, before fees and expenses, of the Index.
Indxx
SPAC & NextGen IPO Index
The
Index tracks the performance of the U.S.-listed common stock of Special Purpose
Acquisitions Corporations (“SPACs”) and companies derived from SPACs. SPACs
(also known as “blank check companies”) are companies with no commercial
operations that are established solely to raise capital from investors for the
purpose of acquiring one or more operating businesses (i.e.,
a SPAC-derived company).
To
be eligible to be added to the Index, a security must be U.S.-listed, have a
minimum total market capitalization of $250 million, have a free float
(i.e.,
the proportion of shares that are publicly available) of at least 10%; have a
trading price of less than $10,000; and meet minimum liquidity thresholds. To be
eligible to be added to the Index, SPACs must have traded on 90% of the eligible
trading days in the last 3 months, except that SPACs with a market
capitalization of more than $750 million are eligible if they have been listed
for at least five trading days. Additionally, to be eligible to be added to the
Index, SPAC-derived companies must be actively trading and must have traded for
less than 2 years since completing a business combination with a
SPAC.
As
of each reconstitution and rebalance of the Index, 60% of the weight of the
Index will be allocated to SPAC-derived companies and 40% will be allocated to
SPACs. Within each such category, constituents will be weighted based on their
market capitalization, subject to a maximum 12% weight and minimum 0.1% weight
for an individual constituent. Additionally, the aggregate weight for securities
with a weight greater than 5% is limited to 45% at the time of each
reconstitution and rebalance of the Index.
The
Index is reconstituted annually after the close of business on the last trading
day of each July and rebalanced quarterly after the close of business on the
last trading day of each January, April, July, and October, although new SPACs
and SPAC-derived companies that meet the Index’s eligibility requirements may be
added on a “fast-entry basis” in between reconstitution dates. In addition to
the annual reconstitution in July, new SPACs and SPAC-derived companies may be
added to the Index on the last trading day of each month. Index constituents
will be removed from the Index at the time of a reconstitution if they fail to
meet the eligibility requirements.
As
of March 31, 2022, the Index was composed of 403 constituents. The Index was
established in 2020 and is owned and maintained by Indxx, LLC (the “Index
Provider”). The Index Provider partnered with the Fund’s investment adviser to
co-develop the methodology used to determine the securities included in the
Index.
The
Fund’s Investment Strategy
Under
normal circumstances, the Fund invests at least 80% of its net assets (plus
borrowings for investment purposes) in SPACs and SPAC-derived companies. The
foregoing policy may be changed without shareholder approval upon 60 days’
written notice to shareholders.
The
Fund will generally use a “replication” strategy to achieve its investment
objective, meaning the Fund will generally invest in all of the component
securities of the Index in the same approximate proportions as in the
Index. However, the Fund may use a “representative sampling” strategy, meaning
it may invest in a sample of the securities in the Index whose risk, return, and
other characteristics closely resemble the risk, return, and other
characteristics of the Index as a whole, when the Fund’s sub-adviser believes it
is in the best interests of the Fund (e.g.,
when replicating the Index involves practical difficulties or substantial costs,
an Index constituent becomes temporarily illiquid, unavailable, or less liquid,
or as a result of legal restrictions or limitations that apply to the Fund but
not to the Index).
The
Fund generally may invest in securities or other investments not included in the
Index, but which the Fund’s sub-adviser believes will help the Fund track the
Index. For example, the Fund may invest in securities that are not components of
the Index to reflect various corporate actions and other changes to the Index
(such as reconstitutions, additions, and deletions).
To
the extent the Index concentrates (i.e., holds more than 25% of its total assets)
in the securities of a particular industry or group of related industries, the
Fund will concentrate its investments to approximately the same extent as the
Index.
The
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
Funds.”
•Associated
Risks of Investments in SPACs.
The Fund invests in equity securities of SPACs, which raise assets to seek
potential acquisition opportunities. Unless and until an acquisition is
completed, a SPAC generally invests its assets in U.S. government securities,
money market securities, and cash. Because SPACs have no operating history or
ongoing business other than seeking acquisitions, the value of their securities
is particularly dependent on the ability of the entity’s management to identify
and complete a profitable acquisition. There is no guarantee that the SPACs in
which the Fund invests will complete an acquisition or that any acquisitions
that are completed will be profitable. Public stockholders of SPACs may not be
afforded a meaningful opportunity to vote on a proposed initial business
combination because certain stockholders, including stockholders affiliated with
the management of the SPAC, may have sufficient voting power, and a financial
incentive, to approve such a transaction without support from public
stockholders. As a result, a SPAC may complete a business combination even
though a majority of its public stockholders do not support such a combination.
Some SPACs may pursue acquisitions only within certain industries or regions,
which may increase the volatility of their prices. In addition, SPACs have been
the subject of recent regulatory scrutiny, and the SEC recently proposed new
rules to enhance disclosure and investor protection in initial public offerings
by SPACs, and in business combination transactions involving shell companies,
such as SPACs, which, if adopted, could have a significant impact on the Fund
and its holdings.
•Associated
Risks of SPAC-Derived Companies. The
Fund invests in companies that are derived from a SPAC. These companies may be
unseasoned and lack a trading history, a track record of reporting to investors,
and widely available research coverage. SPAC-derived companies are thus often
subject to extreme price volatility and speculative trading. These stocks may
have above-average price appreciation in connection with a potential business
combination with a SPAC prior to inclusion in the Index. The price of stocks
included in the Index may not continue to appreciate and the performance of
these stocks may not replicate the performance exhibited in the past. In
addition, SPAC-derived companies may share similar illiquidity risks of
private
equity and venture capital. The free float shares held by the public in a
SPAC-derived company are typically a small percentage of the market
capitalization. The ownership of many SPAC-derived companies often includes
large holdings by venture capital and private equity investors who seek to sell
their shares in the public market in the months following a business combination
transaction when shares restricted by lock-up are released, causing greater
volatility and possible downward pressure during the time that locked-up shares
are released.
•Concentration
Risk. The
Fund’s investments will be concentrated in an industry or group of industries to
the extent that the Index is so concentrated. In such event, the value of the
Shares may rise and fall more than the value of shares of a fund that invests in
securities of companies in a broader range of industries.
•Equity
Market Risk. The
equity securities held in the Fund’s portfolio may experience sudden,
unpredictable drops in value or long periods of decline in value. This may occur
because of factors that affect securities markets generally or factors affecting
specific issuers, industries, or sectors in which the Fund invests. Common
stocks are generally exposed to greater risk than other types of securities,
such as preferred stock and debt obligations, because common stockholders
generally have inferior rights to receive payment from issuers. In addition,
local, regional or global events such as war, including Russia’s invasion of
Ukraine, acts of terrorism, spread of infectious diseases or other public health
issues, recessions, rising inflation, or other events could have a significant
negative impact on the Fund and its investments. For example, the global
pandemic caused by COVID-19, a novel coronavirus, and the aggressive responses
taken by many governments, including closing borders, restricting international
and domestic travel, and the imposition of prolonged quarantines or similar
restrictions, has had negative impacts, and in many cases severe impacts, on
markets worldwide. The COVID-19 pandemic has caused prolonged disruptions to the
normal business operations of companies around the world and the impact of such
disruptions is hard to predict. Such events may affect certain geographic
regions, countries, sectors and industries more significantly than others. Such
events could adversely affect the prices and liquidity of the Fund’s portfolio
securities or other instruments and could result in disruptions in the trading
markets.
•ETF
Risks. The
Fund is an ETF, and, as a result of an ETF’s structure, it is exposed to the
following risks:
◦Authorized
Participants, Market Makers, and Liquidity Providers Concentration
Risk. The
Fund has a limited number of financial institutions that may act as Authorized
Participants (“APs”). In addition, there may be a limited number of market
makers and/or liquidity providers in the marketplace. To the extent either of
the following events occur, Shares may trade at a material discount to NAV and
possibly face delisting: (i) APs exit the business or otherwise become
unable to process creation and/or redemption orders and no other APs step
forward to perform these services, or (ii) market makers and/or liquidity
providers exit the business or significantly reduce their business activities
and no other entities step forward to perform their functions.
◦Costs
of Buying or Selling Shares.
Due to the costs of buying or selling Shares, including brokerage commissions
imposed by brokers and bid-ask spreads, frequent trading of Shares may
significantly reduce investment results and an investment in Shares may not be
advisable for investors who anticipate regularly making small investments.
◦Shares
May Trade at Prices Other Than NAV. As
with all ETFs, Shares may be bought and sold in the secondary market at market
prices. Although it is expected that the market price of Shares will approximate
the Fund’s NAV, there may be times when the market price of Shares is more than
the NAV intra-day (premium) or less than the NAV intra-day (discount) due to
supply and demand of Shares or during periods of market volatility. This risk is
heightened in times of market volatility, periods of steep market declines, and
periods when there is limited trading activity for Shares in the secondary
market, in which case such premiums or discounts may be significant.
◦Trading. Although
Shares are listed for trading on NYSE Arca, Inc. (the “Exchange”) and may be
traded on U.S. exchanges other than the Exchange, there can be no assurance that
Shares will trade with any volume, or at all, on any stock exchange. In stressed
market conditions, the liquidity of Shares may begin to mirror the liquidity of
the Fund’s underlying portfolio holdings, which can be significantly less liquid
than Shares, and this could lead to differences between the market price of the
Shares and the underlying value of those Shares.
•Index
Provider Risk. There
is no assurance that the Index Provider, or any agents that act on its behalf,
will compile the Index accurately, or that the Index will be determined,
maintained, constructed, reconstituted, rebalanced, composed, calculated or
disseminated accurately. The Adviser relies upon the Index Provider and its
agents to compile, determine, maintain, construct, reconstitute, rebalance,
compose, calculate (or arrange for an agent to calculate), and disseminate the
Index accurately. Any losses or costs associated with errors made by the Index
Provider or its agents generally will be borne by the Fund and its
shareholders.
•Market
Capitalization Risk
◦Large-Capitalization
Investing.
The securities of large-capitalization companies may be relatively mature
compared to smaller companies and therefore subject to slower growth during
times of economic expansion. Large-capitalization companies may also be unable
to respond quickly to new competitive challenges, such as changes in technology
and consumer tastes.
◦Mid-Capitalization
Investing. The
securities of mid-capitalization companies may be more vulnerable to adverse
issuer, market, political, or economic developments than securities of
large-capitalization companies, but they may also be subject to slower growth
than small-capitalization companies during times of economic expansion. The
securities of mid-capitalization companies generally trade in lower volumes and
are subject to greater and more unpredictable price changes than large
capitalization stocks or the stock market as a whole, but they may also be
nimbler and more responsive to new challenges than large-capitalization
companies. Some mid-capitalization companies have limited product lines,
markets, financial resources, and management personnel and tend to concentrate
on fewer geographical markets relative to large-capitalization
companies.
◦Small-Capitalization
Investing. The
securities of small-capitalization companies may be more vulnerable to adverse
issuer, market, political, or economic developments than securities of
larger-capitalization companies. The securities of small-capitalization
companies generally trade in lower volumes and are subject to greater and more
unpredictable price changes than larger capitalization stocks or the stock
market as a whole. Some small capitalization companies have limited product
lines, markets, and financial and managerial resources and tend to concentrate
on fewer geographical markets relative to larger capitalization companies. There
is typically less publicly available information concerning
smaller-capitalization companies than for larger, more established companies.
Small-capitalization companies also may be particularly sensitive to changes in
interest rates, government regulation, borrowing costs and
earnings.
•Non-Diversification
Risk. The Fund is considered to be non-diversified,
which means that it may invest more of its assets in the securities of a single
issuer or a smaller number of issuers than if it were a diversified fund. As a
result, the Fund may be more exposed to the risks associated with and
developments affecting an individual issuer or a smaller number of issuers than
a fund that invests more widely. This may increase the Fund’s volatility and
cause the performance of a relatively smaller number of issuers to have a
greater impact on the Fund’s performance. However, the Fund intends to satisfy
the diversification requirements for qualifying as a regulated investment
company (a “RIC”) under Subchapter M of the Internal Revenue Code of 1986, as
amended (the “Code”).
•Passive
Investment Risk.
The Fund is not actively managed, and its sub-adviser would not sell shares of
an equity security due to current or projected underperformance of a security,
industry, or sector, unless that security is removed from the Index or the
selling of shares of that security is otherwise required upon a reconstitution
or rebalancing of the Index in accordance with the Index methodology.
• Tax
Risk.
The investment of equity securities of SPACs introduces complexities beyond
typical equity investments and may introduce tax risks to the Fund. In
particular, certain non-U.S. SPACs may be treated as a “passive foreign
investment company” (“PFIC”) under the Code thereby causing the Fund to be
subject to special tax rules. If a SPAC is classified as a PFIC, the Fund may be
subject to U.S. federal income tax on a portion of any “excess distribution” or
gain from the disposition of shares in the PFIC even if such income is
distributed as a taxable dividend by the Fund to its shareholders. Additional
charges in the nature of interest may be imposed on the Fund in respect of
deferred taxes arising from such distributions or gains unless the Fund makes
certain elections.
•Tracking
Error Risk. As with all index funds, the performance of
the Fund and its Index may differ from each other for a variety of reasons. For
example, the Fund incurs operating expenses and portfolio transaction costs not
incurred by the Index. In addition, the Fund may not be fully invested in the
securities of the Index at all times or may hold securities not included in the
Index.
Performance
The following
performance information indicates some of the risks of investing in the
Fund. The bar chart shows the Fund’s performance for the most
recent calendar year ended December 31. The table illustrates how the Fund’s
average annual returns for the 1-year and since inception periods compare with
those of a broad measure of market performance and the Index. 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.defianceetfs.com.
Calendar Year Total
Return
During the period of time shown
in the bar chart, the highest quarterly return
was -0.16% for the quarter ended June 30, 2021, and the
lowest quarterly return was
-13.08% for the quarter ended September 30,
2021.
Average
Annual Total Returns
(For
the Periods ended December 31, 2021)
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Defiance
Next Gen SPAC Derived ETF |
1-Year |
Since
Inception
(9/30/2020) |
Return Before
Taxes |
-24.72% |
-11.94% |
Return After Taxes on
Distributions |
-25.18% |
-12.37% |
Return After Taxes on Distributions and
Sale of Shares |
-14.64% |
-9.24% |
Indxx
SPAC & NextGen IPO TR Index
(reflects no deduction for
fees, expenses, or taxes) |
-24.32% |
-11.35% |
S&P
500 TR Index
(reflects
no deduction for fees, expenses, or taxes) |
28.71% |
34.06% |
After-tax returns are
calculated using the historical highest individual federal marginal income tax
rates during the period covered by the table above and do not reflect the impact
of state and local taxes. Actual after-tax returns
depend on an investor’s tax situation and may differ from those shown. After-tax
returns shown are not relevant to investors who hold their Shares through
tax-deferred arrangements such as an individual retirement account (“IRA”) or
other tax-advantaged accounts. In certain cases, the figure
representing “Return After Taxes on Distributions and Sale of Shares” may be
higher than the other return figures for the same period. A higher after-tax
return results when a capital loss occurs upon redemption and provides an
assumed tax deduction that benefits the
investor.
Portfolio
Management
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Adviser |
Defiance
ETFs, LLC |
Sub-Adviser |
Penserra
Capital Management LLC (“Penserra” or the “Sub-Adviser”) |
Portfolio
Managers |
Dustin
Lewellyn, CFA, Managing Director of Penserra; Ernesto Tong, CFA, Managing
Director of Penserra; and Anand Desai, Senior Vice President of Penserra
have been portfolio managers of the Fund since its inception in September
2020. |
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.defianceetfs.com.
Tax
Information
Fund
distributions are generally taxable as ordinary income, qualified dividend
income, or capital gains (or a combination), unless your investment is in an
individual retirement account (“IRA”) or other tax-advantaged account.
Distributions on investments made through tax-deferred arrangements may be taxed
later upon withdrawal of assets from those accounts.
Financial
Intermediary Compensation
If
you purchase Shares through a broker-dealer or other financial intermediary
(such as a bank) (an “Intermediary”), the Fund’s investment adviser, 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.
Investment Objective
The Defiance Next Gen H2 ETF
(the “Fund” or the “Next Gen H2 ETF”) seeks to track the total return
performance, before fees and expenses, of the BlueStar Hydrogen & NextGen
Fuel Cell Index (the “Index”).
Fees and Expenses of the Fund
The
following table describes the fees and expenses you may pay if you buy, hold,
and sell shares of the Fund (“Shares”). You
may pay other fees, such as brokerage commissions and other fees to financial
intermediaries, which are not reflected in the table and Example
below.
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Annual
Fund Operating Expenses
(expenses
that you pay each year as a percentage of the value of your
investment) |
|
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Management
Fees |
0.30% |
Distribution
and/or Service (12b-1) Fees |
0.00% |
Other
Expenses |
0.00% |
Total
Annual Fund Operating Expenses |
0.30% |
Expense Example
This Example is
intended to help you compare the cost of investing in the Fund with the cost of
investing in other funds. The Example assumes that you invest $10,000 in the
Fund for the time periods indicated and then continue to hold or redeem all of
your Shares at the end of those periods. The Example also assumes that your
investment has a 5% return each year and that the Fund’s operating expenses
remain the same. The Example does not take into account brokerage commissions
that you may pay on your purchases and sales of Shares.
Although your actual costs may be higher
or lower, based on these assumptions your costs would be:
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1 Year |
3
Years |
5
Years |
10
Years |
$31 |
$97 |
$169 |
$381 |
Portfolio Turnover
The Fund pays transaction
costs, such as commissions, when it buys and sells securities (or “turns over”
its portfolio). A higher portfolio turnover rate may indicate higher transaction
costs and may result in higher taxes when Shares are held in a taxable account.
These costs, which are not reflected in annual fund operating expenses or in the
Example, affect the Fund’s performance. For the fiscal period March 9, 2021
(commencement of operations) through December 31, 2021, the Fund’s
portfolio turnover rate was 69% of the average value of its
portfolio.
Principal Investment Strategies
The
Fund uses a “passive management” (or indexing) approach to track the total
return performance, before fees and expenses, of the Index.
BlueStar
Hydrogen & NextGen Fuel Cell Index
The
Index is a rules-based index that tracks the performance of a group of globally
listed equity securities of companies involved in the development of
hydrogen-based energy sources and fuel cell technologies. The Index is
predominantly comprised of “pure-play” companies, i.e.,
those that generate at least 50% of their revenues from products that facilitate
hydrogen-based energy production, including fuel cells capable of using hydrogen
as a fuel source (collectively, “H2 Companies”). At the time of each quarterly
reconstitution of the Index, pure-play companies will comprise at least 85% of
the weight of the Index.
Up
to 15% of the Index’s weight, at the time of each quarterly reconstitution, may
be comprised of “non-pure-play” companies, i.e., those
that are engaged in hydrogen or hydrogen-based fuel cell projects, including the
production of hydrogen and other industrial gases, and either have the potential
to become pure-play companies or that play a significant role in the global
hydrogen or fuel cell segment. Vehicle manufacturers are not eligible for
inclusion in the Index. The Index may include companies in developed countries,
including the United States, as well as emerging market countries.
At
the time of each quarterly reconstitution of the Index, MV Index Solutions GmbH
(the “Index Provider”) identifies the universe of pure-play and non-pure-play
companies. To be eligible for being added to the Index, such companies must meet
investibility requirements (the “Investibility Requirements”),
including:
•a
market capitalization of at least US$150 million that is within the top 85% of
the free-float market capitalization of the universe of pure-play
companies;
•a
3-month average daily value traded greater than or equal to US$1
million;
•250,000
shares traded per month over the prior six months;
and
•a
free float (i.e., the proportion of shares that are publicly available) of at
least 10%.
Once
included in the Index, companies are eligible to remain in the Index at lower
investibility thresholds.
At
the time of each quarterly reconstitution of the Index, pure-play companies are
added to the Index based on their free-float market capitalization (from largest
to smallest) until their aggregate free-float market capitalization is at least
90% of the free-float market capitalization of all pure-play companies meeting
the Investibility Requirements. In the event the Index would include fewer than
25 pure-play companies, the Index will include non-pure-play companies (from
largest to smallest based on their free-float market capitalization) meeting the
Investibility Requirements and, if necessary, add the next largest pure-play or
non-pure-play company that does not meet the Investibility Requirements until
there are a minimum of 25 companies in the Index.
At
the time of each quarterly reconstitution of the Index, Index constituents are
weighted using a modified market-capitalization methodology that establishes a
minimum aggregate weight of 85% for pure-play companies, limits the weight of
any individual security to 10% (4% for industrial gas companies), and adjusts
the weight of a constituent downward based on certain liquidity criteria. Excess
weight resulting from the above adjustments is redistributed among the remaining
constituents. Additionally, at the time of each rebalance of the Index, the
aggregate weight of constituents with a weight greater than or equal to 5% is
limited to 50%, and the weight of the smallest constituent(s) that would
otherwise cause the Index to exceed the 50% threshold and all other constituents
with a weight greater than 4.5% but less than 5% will be set to
4.5%.
The
Index is reconstituted quarterly, effective after the close of trading on the
third Friday of each March, June, September, and December (the “Rebalance
Date”). For each rebalance and reconstitution of the Index, Index constituents
and their weights are determined based on data prior to the Rebalance
Date.
As
of March 31, 2022, the Index was composed of 25 constituents. The Index was
established in 2021 and is owned and maintained by the Index Provider. The Index
Provider partnered with the Fund’s investment adviser to co-develop the
methodology used to determine the securities included in the Index.
The
Fund’s Investment Strategy
Under
normal circumstances, at least 80% of the Fund’s net assets (plus borrowings for
investment purposes) will be invested in H2 Companies (as described
above).
The
Fund will generally use a “replication” strategy to achieve its investment
objective, meaning the Fund will generally invest in all of the component
securities of the Index in the same approximate proportions as in the
Index. However, the Fund may use a “representative sampling” strategy, meaning
it may invest in a sample of the securities in the Index whose risk, return, and
other characteristics closely resemble the risk, return, and other
characteristics of the Index as a whole, when the Fund’s sub-adviser believes it
is in the best interests of the Fund (e.g.,
when replicating the Index involves practical difficulties or substantial costs,
an Index constituent becomes temporarily illiquid, unavailable, or less liquid,
or as a result of legal restrictions or limitations that apply to the Fund but
not to the Index).
To
the extent the Index concentrates (i.e., holds more than 25% of its total assets)
in the securities of a particular industry or group of related industries, the
Fund will concentrate its investments to approximately the same extent as the
Index. The Index is expected to be concentrated in hydrogen and fuel cell
companies.
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
Funds.”
•Concentration
in Hydrogen and Fuel Cell Companies Risk. The
Fund’s investments will be concentrated in an industry or group of industries to
the extent that the Index is so concentrated. In such event, the value of the
Shares may rise and fall more than the value of shares of a fund that invests in
securities of companies in a broader range of industries. The Index is expected
to be concentrated in hydrogen and fuel cell companies. Such companies may
depend largely on the availability of hydrogen gas, certain third-party key
suppliers for components in their products, and a small number of customers for
a significant portion of their business. Hydrogen and fuel cell companies are
also subject to risks related to the obsolescence of existing technology, short
product cycles, falling prices and profits, competition from new market
entrants, and general economic conditions that significantly affect the
hydrogen, fuel cell, and overall clean energy industry. Risks associated with
hazardous materials, fluctuations in energy prices and supply and demand of
alternative energy fuels, energy conservation, the success of exploration
projects
and tax and other government regulations can also significantly affect this
industry. Shares in the companies involved in this industry may be significantly
more volatile than shares of companies operating in other, more established
industries.
•Currency
Exchange Rate Risk.
The Fund may invest a relatively large percentage of its assets in investments
denominated in non-U.S. currencies or in securities that provide exposure to
such currencies. Changes in currency exchange rates and the relative value of
non-U.S. currencies will affect the value of the Fund’s investment and the value
of your Shares. Currency exchange rates can be very volatile and can change
quickly and unpredictably. As a result, the value of an investment in the Fund
may change quickly and without warning and you may lose money.
•Emerging
Markets Risk. Investments
in securities and instruments traded in developing or emerging markets, or that
provide exposure to such securities or markets, can involve additional risks
relating to political, economic, or regulatory conditions not associated with
investments in U.S. securities and instruments. For example, developing and
emerging markets may be subject to (i) greater market volatility,
(ii) lower trading volume and liquidity, (iii) greater social,
political and economic uncertainty, (iv) governmental controls on foreign
investments and limitations on repatriation of invested capital, (v) lower
disclosure, corporate governance, auditing and financial reporting standards,
(vi) fewer protections of property rights, (vii) fewer investor rights
and limited legal or practical remedies available to investors against emerging
market companies, (viii) restrictions on the transfer of securities or
currency, and (ix) settlement and trading practices that differ from those
in U.S. markets. Each of these factors may impact the ability of the Fund to
buy, sell or otherwise transfer securities, adversely affect the trading market
and price for Shares and cause the Fund to decline in value.
Additionally,
limitations on the availability of financial and business information about
companies in emerging markets may affect the Index Provider’s ability to
accurately determine the companies meeting the Index’s criteria.
•Equity
Market Risk. The
equity securities held in the Fund’s portfolio may experience sudden,
unpredictable drops in value or long periods of decline in value. This may occur
because of factors that affect securities markets generally or factors affecting
specific issuers, industries, or sectors in which the Fund invests. Common
stocks are generally exposed to greater risk than other types of securities,
such as preferred stock and debt obligations, because common stockholders
generally have inferior rights to receive payment from issuers. In addition,
local, regional or global events such as war, including Russia’s invasion of
Ukraine, acts of terrorism, spread of infectious diseases or other public health
issues, recessions, rising inflation, or other events could have a significant
negative impact on the Fund and its investments. For example, the global
pandemic caused by COVID-19, a novel coronavirus, and the aggressive responses
taken by many governments, including closing borders, restricting international
and domestic travel, and the imposition of prolonged quarantines or similar
restrictions, has had negative impacts, and in many cases severe impacts, on
markets worldwide. The COVID-19 pandemic has caused prolonged disruptions to the
normal business operations of companies around the world and the impact of such
disruptions is hard to predict. Such events may affect certain geographic
regions, countries, sectors and industries more significantly than others. Such
events could adversely affect the prices and liquidity of the Fund’s portfolio
securities or other instruments and could result in disruptions in the trading
markets.
•ETF
Risks. The
Fund is an ETF, and, as a result of an ETF’s structure, it is exposed to the
following risks:
◦Authorized
Participants, Market Makers, and Liquidity Providers Concentration
Risk. The
Fund has a limited number of financial institutions that may act as Authorized
Participants (“APs”). In addition, there may be a limited number of market
makers and/or liquidity providers in the marketplace. To the extent either of
the following events occur, Shares may trade at a material discount to NAV and
possibly face delisting: (i) APs exit the business or otherwise become
unable to process creation and/or redemption orders and no other APs step
forward to perform these services, or (ii) market makers and/or liquidity
providers exit the business or significantly reduce their business activities
and no other entities step forward to perform their functions.
◦Costs
of Buying or Selling Shares.
Due to the costs of buying or selling Shares, including brokerage commissions
imposed by brokers and bid-ask spreads, frequent trading of Shares may
significantly reduce investment results and an investment in Shares may not be
advisable for investors who anticipate regularly making small investments.
◦Shares
May Trade at Prices Other Than NAV. As
with all ETFs, Shares may be bought and sold in the secondary market at market
prices. Although it is expected that the market price of Shares will approximate
the Fund’s NAV, there may be times when the market price of Shares is more than
the NAV intra-day (premium) or less than the NAV intra-day (discount) due to
supply and demand of Shares or during periods of market volatility. This risk is
heightened in times of market volatility, periods of steep market declines, and
periods when there is limited trading activity for Shares in the secondary
market, in which case such premiums or discounts may be significant. Because
securities held by the Fund may trade on foreign exchanges that are closed when
the Fund’s primary listing exchange is open, there are likely to be deviations
between the current price of a security and the security’s last quoted price
from the closed foreign market. This may result in premiums and discounts that
are greater than those experienced by domestic ETFs.
◦Trading. Although
Shares are listed for trading on NYSE Arca, Inc. (the “Exchange”) and may be
traded on U.S. exchanges other than the Exchange, there can be no assurance that
Shares will trade with any volume, or at all, on any stock exchange. In stressed
market conditions, the liquidity of Shares may begin to mirror the liquidity of
the Fund’s underlying portfolio
holdings,
which can be significantly less liquid than Shares, and this could lead to
differences between the market price of the Shares and the underlying value of
those Shares.
•Foreign
Securities Risk.
Investments in non-U.S. securities involve certain risks that may not be present
with investments in U.S. securities. For example, investments in non-U.S.
securities may be subject to risk of loss due to foreign currency fluctuations
or to political or economic instability. Investments in non-U.S. securities also
may be subject to withholding or other taxes and may be subject to additional
trading, settlement, custodial, and operational risks. These and other factors
can make investments in the Fund more volatile and potentially less liquid than
other types of investments.
•Geographic
Investment Risk.
To the extent the Fund invests a significant portion of its assets in the
securities of companies of a single country or region, it is more likely to be
impacted by events or conditions affecting that country or region.
•Index
Provider Risk. There
is no assurance that the Index Provider, or any agents that act on its behalf,
will compile the Index accurately, or that the Index will be determined,
maintained, constructed, reconstituted, rebalanced, composed, calculated or
disseminated accurately. The Adviser relies upon the Index Provider and its
agents to compile, determine, maintain, construct, reconstitute, rebalance,
compose, calculate (or arrange for an agent to calculate), and disseminate the
Index accurately. Any losses or costs associated with errors made by the Index
Provider or its agents generally will be borne by the Fund and its
shareholders.
•Market
Capitalization Risk
◦Large-Capitalization
Investing.
The securities of large-capitalization companies may be relatively mature
compared to smaller companies and therefore subject to slower growth during
times of economic expansion. Large-capitalization companies may also be unable
to respond quickly to new competitive challenges, such as changes in technology
and consumer tastes.
◦Mid-Capitalization
Investing. The
securities of mid-capitalization companies may be more vulnerable to adverse
issuer, market, political, or economic developments than securities of
large-capitalization companies, but they may also be subject to slower growth
than small-capitalization companies during times of economic expansion. The
securities of mid-capitalization companies generally trade in lower volumes and
are subject to greater and more unpredictable price changes than large
capitalization stocks or the stock market as a whole, but they may also be
nimbler and more responsive to new challenges than large-capitalization
companies. Some mid-capitalization companies have limited product lines,
markets, financial resources, and management personnel and tend to concentrate
on fewer geographical markets relative to large-capitalization
companies.
◦Small-Capitalization
Investing. The
securities of small-capitalization companies may be more vulnerable to adverse
issuer, market, political, or economic developments than securities of
larger-capitalization companies. The securities of small-capitalization
companies generally trade in lower volumes and are subject to greater and more
unpredictable price changes than larger capitalization stocks or the stock
market as a whole. Some small capitalization companies have limited product
lines, markets, and financial and managerial resources and tend to concentrate
on fewer geographical markets relative to larger capitalization companies. There
is typically less publicly available information concerning
smaller-capitalization companies than for larger, more established companies.
Small-capitalization companies also may be particularly sensitive to changes in
interest rates, government regulation, borrowing costs and earnings.
•Limited
Operating History. The
Fund is a recently organized investment company with a limited operating
history. As a result, prospective investors have a limited track record or
history on which to base their investment decision.
•Non-Diversification
Risk. The Fund is considered to be non-diversified,
which means that it may invest more of its assets in the securities of a single
issuer or a smaller number of issuers than if it were a diversified fund. As a
result, the Fund may be more exposed to the risks associated with and
developments affecting an individual issuer or a smaller number of issuers than
a fund that invests more widely. This may increase the Fund’s volatility and
cause the performance of a relatively smaller number of issuers to have a
greater impact on the Fund’s performance. However, the Fund intends to satisfy
the diversification requirements for qualifying as a regulated investment
company (a “RIC”) under Subchapter M of the Internal Revenue Code of 1986, as
amended (the “Code”).
•Passive
Investment Risk.
The Fund is not actively managed, and its sub-adviser would not sell shares of
an equity security due to current or projected underperformance of a security,
industry, or sector, unless that security is removed from the Index or the
selling of shares of that security is otherwise required upon a reconstitution
or rebalancing of the Index in accordance with the Index methodology.
•Sector
Risk.
To the extent the Fund invests more heavily in particular sectors of the
economy, its performance will be especially sensitive to developments that
significantly affect those sectors.
◦Industrial
Sector Risk. The
industrial sector can be significantly affected by, among other things,
worldwide economic growth, supply and demand for specific products and services,
rapid technological developments, international political and economic
developments, environmental issues, tariffs and trade barriers, and tax and
governmental regulatory policies. As the demand for, or prices of, industrials
increase, the value of the Fund’s investments generally would be expected to
also
increase.
Conversely, declines in the demand for, or prices of, industrials generally
would be expected to contribute to declines in the value of such securities.
Such declines may occur quickly and without warning and may negatively impact
the value of the Fund and your investment.
•Tax
Risk.
To qualify for the favorable tax treatment generally available to RICs, the Fund
must satisfy certain diversification requirements. In particular, among other
requirements, at the end of each quarter of the Fund’s taxable year, the Fund’s
assets must be diversified so that at least 50% of the value of the Fund’s total
assets is represented by cash and cash items, U.S. government securities,
securities of other RICs, and other securities, with such other securities
limited, in respect to any one issuer, to an amount not greater in value than 5%
of the value of the Fund’s total assets and to not more than 10% of the
outstanding voting securities of such issuer, including the equity securities of
a qualified publicly traded partnership. Given the concentration of the Index in
a relatively small number of securities, it may not always be possible for the
Fund to fully implement a replication strategy or a representative sampling
strategy while satisfying these diversification requirements. The Fund’s efforts
to satisfy the diversification requirements may affect the Fund’s execution of
its investment strategy and may cause the Fund’s return to deviate from that of
the Index, and the Fund’s efforts to replicate or represent the Index may cause
it inadvertently to fail to satisfy the diversification requirements. If the
Fund were to fail to satisfy the diversification requirements, it could incur
penalty taxes and be forced to dispose of certain assets, or it could fail to
qualify as a RIC. If the Fund were to fail to qualify as a RIC, it would be
taxed in the same manner as an ordinary corporation, and distributions to its
shareholders would not be deductible by the Fund in computing its taxable
income.
•Tracking
Error Risk. As with all index funds, the performance of
the Fund and the Index may differ from each other for a variety of reasons. For
example, the Fund incurs operating expenses and portfolio transaction costs not
incurred by the Index. In addition, the Fund may not be fully invested in the
securities of the Index at all times or may hold securities not included in the
Index.
Performance
Performance information for the Fund is not
included because the Fund did not have a full calendar year of performance prior
to the date of this Prospectus. In the future, performance
information for the Fund will be presented in this section. Updated performance
information will be available on the Fund’s website at www.defianceetfs.com.
Portfolio
Management
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Adviser |
Defiance
ETFs, LLC |
Sub-Adviser |
Penserra
Capital Management LLC (“Penserra” or the
“Sub-Adviser”) |
Portfolio
Managers |
Dustin
Lewellyn, CFA, Managing Director of Penserra; Ernesto Tong, CFA, Managing
Director of Penserra; and Anand Desai, Associate of Penserra have been
portfolio managers of the Fund since its inception in March
2021. |
Purchase
and Sale of Shares
Shares
are listed on the Exchange, and individual Shares may only be bought and sold in
the secondary market through brokers at market prices, rather than NAV. Because
Shares trade at market prices rather than NAV, Shares may trade at a price
greater than NAV (premium) or less than NAV (discount).
The
Fund issues and redeems Shares at NAV only in large blocks known as “Creation
Units,” which only APs (typically, broker-dealers) may purchase or redeem. The
Fund generally issues and redeems Creation Units in exchange for a portfolio of
securities and/or a designated amount of U.S. cash.
Investors
may incur costs attributable to the difference between the highest price a buyer
is willing to pay to purchase Shares (bid) and the lowest price a seller is
willing to accept for Shares (ask) when buying or selling Shares in the
secondary market (the “bid-ask spread”). Recent information about the Fund,
including its NAV, market price, premiums and discounts, and bid-ask spreads is
available on the Fund’s website at www.defianceetfs.com.
Tax
Information
Fund
distributions are generally taxable as ordinary income, qualified dividend
income, or capital gains (or a combination), unless your investment is in an
individual retirement account (“IRA”) or other tax-advantaged account.
Distributions on investments made through tax-deferred arrangements may be taxed
later upon withdrawal of assets from those accounts.
Financial
Intermediary Compensation
If
you purchase Shares through a broker-dealer or other financial intermediary
(such as a bank) (an “Intermediary”), the Adviser or its affiliates may pay
Intermediaries for certain activities related to the Fund, including
participation in activities that are designed to make Intermediaries more
knowledgeable about exchange traded products, including the Fund, or for other
activities, such as marketing, educational training or other initiatives related
to the sale or promotion of Shares. These payments may create a conflict of
interest by influencing the Intermediary and your salesperson to recommend the
Fund over another investment. Any such arrangements do not result in increased
Fund expenses. Ask your salesperson or visit the Intermediary’s website for more
information.
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Defiance
Next Gen Altered Experience ETF |
Investment Objective
The Defiance Next Gen Altered
Experience ETF (the “Fund” or the “Altered Experience ETF”) seeks to track the
total return performance, before fees and expenses, of the BITA Medical
Psychedelics, Cannabis, and Ketamine Index (the “Index”).
Fees and Expenses of the Fund
The
following table describes the fees and expenses you may pay if you buy, hold,
and sell shares of the Fund (“Shares”). You
may pay other fees, such as brokerage commissions and other fees to financial
intermediaries, which are not reflected in the table and Example
below.
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Annual
Fund Operating Expenses
(expenses
that you pay each year as a percentage of the value of your
investment) |
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Management
Fees |
0.75% |
Distribution
and/or Service (12b-1) Fees |
0.00% |
Other
Expenses |
0.00% |
Total
Annual Fund Operating Expenses |
0.75% |
Expense Example
This Example is
intended to help you compare the cost of investing in the Fund with the cost of
investing in other funds. The Example assumes that you invest $10,000 in the
Fund for the time periods indicated and then continue to hold or redeem all of
your Shares at the end of those periods. The Example also assumes that your
investment has a 5% return each year and that the Fund’s operating expenses
remain the same. The Example does not take into account brokerage commissions
that you may pay on your purchases and sales of Shares.
Although your actual costs may be higher
or lower, based on these assumptions your costs would be:
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1 Year |
3
Years |
5
Years |
10
Years |
$77 |
$240 |
$417 |
$930 |
Portfolio Turnover
The Fund pays transaction
costs, such as commissions, when it buys and sells securities (or “turns over”
its portfolio). A higher portfolio turnover rate may indicate higher transaction
costs and may result in higher taxes when Shares are held in a taxable account.
These costs, which are not reflected in annual fund operating expenses or in the
Example, affect the Fund’s performance. For the fiscal period May 27, 2021
(commencement of operations) through December 31, 2021, the Fund’s
portfolio turnover rate was 58% of the average value of its
portfolio.
Principal Investment Strategies
The
Fund uses a “passive management” (or indexing) approach to track the total
return performance, before fees and expenses, of the Index.
BITA
Medical Psychedelics, Cannabis, and Ketamine Index
The
Index is a rules-based index that tracks the performance of a portfolio of
companies conducting legal activities under the national laws of the applicable
country related to medical psychedelics, medical cannabis, cannabis
pharmaceuticals and cannabidiol (“CBD”) derivatives, and ketamine. The Index is
comprised of common stocks or depositary receipts listed on a U.S. or Canadian
exchange. Companies are eligible to be included in the Index if they derive at
least 50% of their revenue from (i) the production of, distribution of, or
services related to medical psychedelics; (ii) the cultivation of, production
of, distribution of, or services related to medical cannabis; (iii) cannabis
pharmaceuticals and CBD derivatives; or (iv) the production of, distribution of,
or services related to ketamine and its derivatives.
Medical
Cannabis, Cannabis Pharmaceuticals, and CBD Derivatives. Companies
included in the Index that engage in activities related to medical cannabis,
cannabis pharmaceuticals, or CBD derivatives are referred to as Medical Cannabis
Companies. The term “medical cannabis” refers to both medical marijuana and
hemp. Cannabis, including hemp, may contain chemical compounds, such as
tetrahydrocannabinol (“THC”) and CBD, or have properties that researchers are
exploring as potential treatments for certain health conditions and wellness
uses.
Medical
Psychedelics and Ketamine. Companies
included in the Index that engage in activities related to medical psychedelics
or ketamine are referred to as Medical Psychedelics Companies. Such companies
include those engaged in the research and development of psychedelic medicines
and therapeutics and/or conducting clinical trials of psychedelic medicines,
therapeutics, or healthcare treatments. Psychedelic drugs, also known as
hallucinogens, are a group of substances, including psilocybin, that are being
investigated by Medical Psychedelics Companies for potential use in the
treatment of mental illnesses, such as depression, addiction,
anxiety
and post-traumatic stress disorder, by altering and/or enhancing a recipient’s
sensory perceptions, thought processes, and energy levels. To date, no
psychedelic drug product has received marketing approval on the basis of safety
and efficacy from the U.S. Food and Drug Administration (“FDA”) or Health Canada
and, accordingly, no psychedelic drug product may be commercially marketed or
sold. To qualify for inclusion in the Index, a Medical Psychedelics Company’s
operations must include the lawful production, distribution, research, or
development of psychedelics healthcare treatments and/or medicines, which may
include ketamine. Ketamine is a dissociative drug that is sometimes labeled a
psychedelic and may produce psychedelic effects. Ketamine-based products have
been approved by the FDA for certain therapeutics.
To
be eligible for inclusion in the Index, a company must have a minimum market
capitalization of US$75 million and meet a minimum liquidity
threshold.
At
the time of each semi-annual reconstitution and rebalance of the Index,
companies in the Index are weighted based on their market capitalization,
subject to a maximum individual weight of 7% and an aggregate weight of 45% for
all positions with an individual weight of more than 5%. Excess weight from such
constraints will be reallocated in proportion to the weight of the unaffected
constituents.
The
Index is reconstituted and rebalanced semi-annually after the close of trading
on the third Friday of each March and September based on information as of the
first Friday of the applicable month, although new initial public offerings
(“IPOs”) that meet the Index’s eligibility requirements may be added on a
“fast-entry basis” in between reconstitution dates. In addition to the
semi-annual reconstitutions in March and September, new IPOs are reviewed for
fast-entry addition on the first calendar day of each month (the “IPO Review
Date”) and may be added after the close of trading on the tenth day of trading
after the IPO Review Date. Index constituents will be removed from the Index at
the time of a reconstitution if they fail to meet the eligibility
requirements.
As
of March 31, 2022, the Index was composed of 19 constituents. The Index was
established in 2021 and is owned and maintained by BITA GmbH (the “Index
Provider”), which is not affiliated with the Fund or its investment adviser,
sub-adviser, or distributor. The Fund’s investment adviser worked with the Index
Provider to develop the methodology used to determine the securities included in
the Index.
The
Fund’s Investment Strategy
The
Fund will not invest directly in or hold ownership in any companies that engage
in cannabis- or psychedelics-related business unless permitted by national and
local laws of the relevant jurisdiction, including U.S. federal and state laws.
Accordingly, the Fund does not currently invest (directly or indirectly) in
companies located in the United States if their cannabis- or
psychedelics-related business activities are illegal under U.S. federal law,
even if such activities are legal under state law.
If U.S. federal law changes in the future and these cannabis- or
psychedelic-related business activities become legal at the federal level, the
Fund will begin investing in these U.S.-listed companies in accordance with the
Fund’s investment objective and principal investment strategy. If, after
acquiring the securities of a Medical Cannabis Company or a Medical Psychedelics
Company, the Fund’s investment adviser identifies or becomes aware that the
company no longer meets the Fund’s definition of a Medical Cannabis Company or a
Medical Psychedelics Company, respectively, the Fund will promptly sell that
position.
The
Fund will generally use a “replication” strategy to achieve its investment
objective, meaning the Fund will generally invest in all of the component
securities of the Index in the same approximate proportions as in the
Index. However, the Fund may use a “representative sampling” strategy, meaning
it may invest in a sample of the securities in the Index whose risk, return, and
other characteristics closely resemble the risk, return, and other
characteristics of the Index as a whole, when the Fund’s sub-adviser believes it
is in the best interests of the Fund (e.g.,
when replicating the Index involves practical difficulties or substantial costs,
an Index constituent becomes temporarily illiquid, unavailable, or less liquid,
or as a result of legal restrictions or limitations that apply to the Fund but
not to the Index).
To
the extent the Index concentrates (i.e., holds more than 25% of its total assets)
in the securities of a particular industry or group of related industries, the
Fund will concentrate its investments to approximately the same extent as the
Index. The Index is expected to be concentrated in Medical Psychedelics
Companies and Medical Cannabis Companies.
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.
The
Fund may lend its portfolio securities to brokers, dealers, and other financial
organizations. These loans, if and when made, may not exceed 33 1/3% of the
total asset value of the Fund (including the loan collateral). By lending its
securities, the Fund may increase its income by receiving payments from the
borrower.
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 Funds.”
•Concentration
in Medical Cannabis Companies Risk. The
companies in which the Fund invests are subject to various laws, regulations and
guidelines relating to the cultivation, production, manufacture, management,
transportation, storage and disposal of cannabis, as well as those relating to
health and safety, the conduct of operations and the protection of the
environment. Even if a company’s operations are permitted under current law,
they may not be permitted in the future or they may not be permitted under
federal law, in which case such company may not be in a position to carry on its
operations in its current locations or may be subject to administrative, civil,
or criminal enforcement action brought by regulatory, law enforcement, or
governmental authorities. Additionally, controlled substance legislation differs
between countries, and legislation in certain countries may restrict or limit
the ability of certain companies in which the Fund invests to develop, produce,
or sell their products. These laws and regulations may significantly affect a
cannabis-related company’s ability to secure financing, impact the market for
sales and services, and set limitations on cannabis use, production, processing,
transportation, sale, marketing, and storage. In addition to regulatory action,
litigation initiated by private citizens or companies could have a negative
impact on the financial and/or operational status of cannabis-related companies.
Cannabis-related companies may also be required to secure permits and
authorizations from government agencies to cultivate, process, transport, store,
market, sell, or research cannabis-based products. In addition, cannabis-related
companies are subject to the risks associated with the agricultural,
biotechnology, and pharmaceutical industries.
◦Canadian
Regulation of Cannabis. The
Cannabis Act, along with the related provincial and territorial legislation
regulating adult use, distribution and sales, came into force on October 17,
2018 and implemented a legal framework in Canada for the production,
distribution, sale, and possession of both medical cannabis and adult use
marijuana. However, there can be no assurance that Canadian federal, provincial,
or territorial laws regulating cannabis will not be repealed or overturned or
that governmental authorities will not limit the application of such laws within
their respective jurisdictions. If governmental authorities begin to enforce
certain laws relating to cannabis in jurisdictions where the sale and use of
cannabis is currently legal or regulated, or if existing laws are repealed or
curtailed, the Fund’s investments may be materially and adversely affected
notwithstanding.
The
cultivation, distribution, sale, and disposal of cannabis, among other things,
remains subject to extensive regulatory oversight under the Cannabis Act and the
various provincial and territorial regulatory regimes. Such extensive controls
and regulations may significantly affect the financial condition of market
participants and prevent the realization of such market participants of any
benefits from an expanded market for recreational marijuana
products.
◦U.S.
Regulation of Cannabis. Marijuana
is a Schedule I controlled substance under the Controlled Substances Act (“CSA”)
(21 U.S.C. § 811), meaning that, under federal law, it has a high potential for
abuse, has no currently “accepted medical use” in the United States, lacks
accepted safety for use under medical supervision, and may not be prescribed,
marketed, used, or sold in the United States. Despite the fact that many states
have legalized marijuana to some degree, the CSA makes it a federal crime to
manufacture, distribute, dispense and/or possess marijuana.
Actions
by federal regulatory agencies, such as increased enforcement of federal
marijuana laws and the prosecution of nonviolent federal drug crimes by the U.S.
Department of Justice (“DOJ”), could produce a chilling effect on the industry’s
growth and further discourage banks from expanding their services to
cannabis-related companies where such services are currently limited,
notwithstanding cannabis banking guidance provided by the Financial Crimes
Enforcement Network of the U.S. Department of Treasury (“FINCEN”). This conflict
between the regulation of cannabis under federal and state law creates
volatility and risk for all cannabis-related companies.
Cannabis
has not been approved for any medicinal use by the FDA. The agency has, however,
approved one cannabis-derived drug product and three synthetic THC drug
products. Cannabis-related companies in the U.S. that engage in legal medical or
pharmaceutical research or the legal production and distribution of the
foregoing FDA-approved drug products must be registered with the U.S. Drug
Enforcement Administration (“DEA”) to perform such activities and must comply
with extensive and strict DEA requirements related to, among other areas,
security, control, recordkeeping, reporting and inventory management to prevent
drug loss and diversion. Such companies must also comply with FDA requirements,
such as, but not limited to those relating to the conduct of pre-clinical and
clinical research, drug manufacturing, drug promotion, and drug distribution.
Any failure to comply with regulatory requirements may result in enforcement
actions that may be costly, time consuming, or prevent companies from operating.
States may also have laws regulating cannabis, that are in addition to federal
laws. With respect to cannabis-related companies and vendors servicing such
companies, the Fund will not make direct investments in the securities of
companies that grow, sell, distribute, transport, or handle cannabis unless they
are registered with the DEA or otherwise in compliance with U.S. federal law and
regulations, thus allowing them to legally handle the product throughout the
United States.
◦U.S.
Regulation of Hemp and Hemp-Derived CBD. “Hemp”,
as defined in the Agriculture Improvement Act of 2018 (the “Farm Bill”), refers
to cannabis plants with a THC concentration of not more than 0.3% on a dry
weight basis. The Farm Bill effectively removes hemp, its extracts, derivatives,
including hemp-derived cannabinoids such as CBD from the CSA’s list of
controlled
substances and allows states to regulate its production, commerce, and research
with approval from the United States Department of Agriculture (“USDA”).
However, it is unlawful under federal law to market a food or dietary supplement
that contains CBD. CBD also may not be included as an active ingredient in any
over-the-counter drug product that is not the subject of an FDA-approved
marketing application. FDA has the authority to remove from the market any CBD
product that does not comply with the agency’s requirements. Accordingly,
companies selling food or dietary supplements containing CBD may face federal
enforcement action and would not be permitted to sell or market their products.
Moreover,
while the Farm Bill removes hemp and hemp-derived products from the controlled
substances list under the CSA, it does not legalize CBD in every circumstance.
CBD, depending on the source from which it was derived, can still be classified
as a Schedule I substance under the CSA’s definition of marijuana. The exception
for CBD from the definition of “marijuana” only applies if the CBD is derived
from “hemp”. For example, DEA has taken the position that synthetic CBD remains
a Schedule I controlled substance. U.S. federal law also requires that: (i) the
hemp is produced by a licensed producer; and (ii) in a manner consistent with
the applicable federal and state regulations. CBD and other cannabinoids
produced from marijuana as defined by the CSA remain an illegal Schedule I
substance under federal law. In addition, many state laws include all CBD within
definitions of marijuana and some states have policies or laws that otherwise
prohibit or restrict CBD sales. States may also have laws regulating hemp, that
are in addition to federal laws.
•Concentration
in Medical Psychedelics Companies Risk. In
Canada, certain psychedelic drugs, including psilocybin, are classified as
Schedule III drugs under the Controlled Drugs and Substances Act (“CDSA”) and as
such, medical and recreational use is illegal under Canadian federal law. In the
United States, most psychedelic drugs, including psilocybin, are classified as
Schedule I drugs under the CSA and as such, medical and recreational use is
illegal. There is no guarantee that psychedelic drugs or psychedelic inspired
drugs will ever be approved as medicines in either jurisdiction. In the United
States, DEA scheduling determinations removing a substance from Schedule I are
dependent on FDA approval of a substance or a specific formulation of a
substance for a therapeutic or medicinal use. Unless and until psilocybin,
psilocin, or other psychedelics-based products receive FDA approval, such
products are prohibited from sale, which limits the growth opportunities for
certain portfolio companies of the Fund. Even if approved by the FDA, the
manufacture, importation, exportation, domestic distribution, storage, sale, and
legitimate use of such products will continue to be subject to a significant
degree of regulation by the DEA. There can be no guarantees that such approvals
or administrative actions will happen or be favorable for psychedelics
companies. Such actions may be subject to lengthy delays and may require lengthy
and expensive clinical trials. Additionally, therapies containing controlled
substances may generate public controversy and carry reputational risk.
Political and social pressures and adverse publicity could lead to delays in
approval of, and increased expenses for, psychedelics companies and any future
therapeutic candidates they may develop. All of these factors and others may
prevent psychedelics companies from becoming profitable, which may materially
affect the value of certain Fund investments. In addition, psychedelics
companies are subject to the risks associated with the biotechnology and
pharmaceutical industries, as well as the risks associated with cannabis
companies described above.
•Currency
Exchange Rate Risk.
The Fund may invest a relatively large percentage of its assets in investments
denominated in non-U.S. currencies or in securities that provide exposure to
such currencies. Changes in currency exchange rates and the relative value of
non-U.S. currencies will affect the value of the Fund’s investment and the value
of your Shares. Currency exchange rates can be very volatile and can change
quickly and unpredictably. As a result, the value of an investment in the Fund
may change quickly and without warning and you may lose money.
•Equity
Market Risk. The
equity securities held in the Fund’s portfolio may experience sudden,
unpredictable drops in value or long periods of decline in value. This may occur
because of factors that affect securities markets generally or factors affecting
specific issuers, industries, or sectors in which the Fund invests. Common
stocks are generally exposed to greater risk than other types of securities,
such as preferred stock and debt obligations, because common stockholders
generally have inferior rights to receive payment from issuers. In addition,
local, regional or global events such as war, including Russia’s invasion of
Ukraine, acts of terrorism, spread of infectious diseases or other public health
issues, recessions, rising inflation, or other events could have a significant
negative impact on the Fund and its investments. For example, the global
pandemic caused by COVID-19, a novel coronavirus, and the aggressive responses
taken by many governments, including closing borders, restricting international
and domestic travel, and the imposition of prolonged quarantines or similar
restrictions, has had negative impacts, and in many cases severe impacts, on
markets worldwide. The COVID-19 pandemic has caused prolonged disruptions to the
normal business operations of companies around the world and the impact of such
disruptions is hard to predict. Such events may affect certain geographic
regions, countries, sectors and industries more significantly than others. Such
events could adversely affect the prices and liquidity of the Fund’s portfolio
securities or other instruments and could result in disruptions in the trading
markets.
•ETF
Risks. The
Fund is an ETF, and, as a result of an ETF’s structure, it is exposed to the
following risks:
◦Authorized
Participants, Market Makers, and Liquidity Providers Concentration
Risk. The
Fund has a limited number of financial institutions that may act as Authorized
Participants (“APs”). In addition, there may be a limited number of market
makers and/or liquidity providers in the marketplace. To the extent either of
the following events occur, Shares may trade at a material discount to NAV and
possibly face delisting: (i) APs exit the business or otherwise become
unable to process
creation
and/or redemption orders and no other APs step forward to perform these
services, or (ii) market makers and/or liquidity providers exit the
business or significantly reduce their business activities and no other entities
step forward to perform their functions.
◦Costs
of Buying or Selling Shares.
Due to the costs of buying or selling Shares, including brokerage commissions
imposed by brokers and bid-ask spreads, frequent trading of Shares may
significantly reduce investment results and an investment in Shares may not be
advisable for investors who anticipate regularly making small investments.
◦Shares
May Trade at Prices Other Than NAV. As
with all ETFs, Shares may be bought and sold in the secondary market at market
prices. Although it is expected that the market price of Shares will approximate
the Fund’s NAV, there may be times when the market price of Shares is more than
the NAV intra-day (premium) or less than the NAV intra-day (discount) due to
supply and demand of Shares or during periods of market volatility. This risk is
heightened in times of market volatility, periods of steep market declines, and
periods when there is limited trading activity for Shares in the secondary
market, in which case such premiums or discounts may be significant.
◦Trading. Although
Shares are listed for trading on NYSE Arca, Inc. (the “Exchange”) and may be
traded on U.S. exchanges other than the Exchange, there can be no assurance that
Shares will trade with any volume, or at all, on any stock exchange. In stressed
market conditions, the liquidity of Shares may begin to mirror the liquidity of
the Fund’s underlying portfolio holdings, which can be significantly less liquid
than Shares, and this could lead to differences between the market price of the
Shares and the underlying value of those Shares.
•Foreign
Securities Risk.
Investments in non-U.S. securities involve certain risks that may not be present
with investments in U.S. securities. For example, investments in non-U.S.
securities may be subject to risk of loss due to foreign currency fluctuations
or to political or economic instability. Investments in non-U.S. securities also
may be subject to withholding or other taxes and may be subject to additional
trading, settlement, custodial, and operational risks. These and other factors
can make investments in the Fund more volatile and potentially less liquid than
other types of investments.
•Geographic
Investment Risk.
To the extent the Fund invests a significant portion of its assets in the
securities of companies of a single country or region, it is more likely to be
impacted by events or conditions affecting that country or region.
◦Canada-Specific
Risk. Because
the Fund invests a significant portion of its assets in Canadian companies,
investment results could be dependent on the financial condition of the Canadian
economy. The Canadian economy is reliant on the sale of natural resources and
commodities, which can pose risks such as the fluctuation of prices and the
variability of demand for exportation of such products. Changes in spending on
Canadian products by the economies of other countries or changes in any of these
economies may cause a significant impact on the Canadian economy.
•Index
Provider Risk. There
is no assurance that the Index Provider, or any agents that act on its behalf,
will compile the Index accurately, or that the Index will be determined,
maintained, constructed, reconstituted, rebalanced, composed, calculated or
disseminated accurately. The Adviser relies upon the Index Provider and its
agents to compile, determine, maintain, construct, reconstitute, rebalance,
compose, calculate (or arrange for an agent to calculate), and disseminate the
Index accurately. Any losses or costs associated with errors made by the Index
Provider or its agents generally will be borne by the Fund and its
shareholders.
•Limited
Operating History. The
Fund is a recently organized investment company with a limited operating
history. As a result, prospective investors have a limited track record or
history on which to base their investment decision.
•Market
Capitalization Risk
◦Mid-Capitalization
Investing. The
securities of mid-capitalization companies may be more vulnerable to adverse
issuer, market, political, or economic developments than securities of
large-capitalization companies, but they may also be subject to slower growth
than small-capitalization companies during times of economic expansion. The
securities of mid-capitalization companies generally trade in lower volumes and
are subject to greater and more unpredictable price changes than large
capitalization stocks or the stock market as a whole, but they may also be
nimbler and more responsive to new challenges than large-capitalization
companies. Some mid-capitalization companies have limited product lines,
markets, financial resources, and management personnel and tend to concentrate
on fewer geographical markets relative to large-capitalization
companies.
◦Small-Capitalization
Investing. The
securities of small-capitalization companies may be more vulnerable to adverse
issuer, market, political, or economic developments than securities of
larger-capitalization companies. The securities of small-capitalization
companies generally trade in lower volumes and are subject to greater and more
unpredictable price changes than larger capitalization stocks or the stock
market as a whole. Some small capitalization companies have limited product
lines, markets, and financial and managerial resources and tend to concentrate
on fewer geographical markets relative to larger capitalization companies. There
is typically less publicly available information concerning
smaller-capitalization companies than for larger, more established companies.
Small-capitalization companies also may be particularly sensitive to changes in
interest rates, government regulation, borrowing costs and earnings.
•Non-Diversification
Risk. The Fund is considered to be non-diversified,
which means that it may invest more of its assets in the securities of a single
issuer or a smaller number of issuers than if it were a diversified fund. As a
result, the Fund may be more exposed to the risks associated with and
developments affecting an individual issuer or a smaller number of issuers than
a fund that invests more widely. This may increase the Fund’s volatility and
cause the performance of a relatively smaller number of issuers to have a
greater impact on the Fund’s performance. However, the Fund intends to satisfy
the diversification requirements for qualifying as a regulated investment
company (a “RIC”) under Subchapter M of the Internal Revenue Code of 1986, as
amended (the “Code”).
•Passive
Investment Risk.
The Fund is not actively managed, and its sub-adviser would not sell shares of
an equity security due to current or projected underperformance of a security,
industry, or sector, unless that security is removed from the Index or the
selling of shares of that security is otherwise required upon a reconstitution
or rebalancing of the Index in accordance with the Index methodology.
•Sector
Risk. To
the extent the Fund invests more heavily in particular sectors of the economy,
its performance will be especially sensitive to developments that significantly
affect those sectors. The Fund may invest a significant portion of its assets in
the following sectors and, therefore, the performance of the Fund could be
negatively impacted by events affecting each of these sectors.
◦Health
Care Sector Risk. Companies
in the health care sector are subject to extensive government regulation and
their profitability can be significantly affected by restrictions on government
reimbursement for medical expenses, rising costs of medical products and
services, pricing pressure (including price discounting), limited product lines,
an increased emphasis on the delivery of healthcare through outpatient services,
loss or impairment of intellectual property rights and litigation regarding
product or service liability. The costs associated with developing new drugs can
be significant, and the results are unpredictable. Newly developed drugs may be
susceptible to product obsolescence due to intense competition from new products
and less costly generic products. Moreover, the process for obtaining regulatory
approval by the FDA or other governmental regulatory authorities is long and
costly and there can be no assurance that the necessary approvals will be
obtained or maintained. A biotechnology company’s valuation can often be based
largely on the potential or actual performance of a limited number of products
and can accordingly be greatly affected if one of its products proves, among
other things, unsafe, ineffective or unprofitable. Biotechnology companies are
subject to regulation by, and the restrictions of, the FDA, the U.S.
Environmental Protection Agency, state and local governments, and foreign
regulatory authorities.
•Tax
Risk.
To qualify for the favorable tax treatment generally available to RICs, the Fund
must satisfy certain diversification requirements. In particular, among other
requirements, at the end of each quarter of the Fund’s taxable year, the Fund’s
assets must be diversified so that at least 50% of the value of the Fund’s total
assets is represented by cash and cash items, U.S. government securities,
securities of other RICs, and other securities, with such other securities
limited, in respect to any one issuer, to an amount not greater in value than 5%
of the value of the Fund’s total assets and to not more than 10% of the
outstanding voting securities of such issuer, including the equity securities of
a qualified publicly traded partnership. Given the concentration of the Index in
a relatively small number of securities, it may not always be possible for the
Fund to fully implement a replication strategy or a representative sampling
strategy while satisfying these diversification requirements. The Fund’s efforts
to satisfy the diversification requirements may affect the Fund’s execution of
its investment strategy and may cause the Fund’s return to deviate from that of
the Index, and the Fund’s efforts to replicate or represent the Index may cause
it inadvertently to fail to satisfy the diversification requirements. If the
Fund were to fail to satisfy the diversification requirements, it could incur
penalty taxes and be forced to dispose of certain assets, or it could fail to
qualify as a RIC. If the Fund were to fail to qualify as a RIC, it would be
taxed in the same manner as an ordinary corporation, and distributions to its
shareholders would not be deductible by the Fund in computing its taxable
income.
•Tracking
Error Risk. As
with all index funds, the performance of the Fund and its Index may differ from
each other for a variety of reasons. For example, the Fund incurs operating
expenses and portfolio transaction costs not incurred by the Index. In addition,
the Fund may not be fully invested in the securities of the Index at all times
or may hold securities not included in the Index.
Performance
Performance information for the Fund is not
included because the Fund did not have a full calendar year of performance prior
to the date of this Prospectus. In the future, performance
information for the Fund will be presented in this section. Updated performance
information will be available on the Fund’s website at www.defianceetfs.com.
Portfolio
Management
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Adviser |
Defiance
ETFs, LLC |
Sub-Adviser |
Penserra
Capital Management LLC (“Penserra” or the “Sub-Adviser”) |
Portfolio
Managers |
Dustin
Lewellyn, CFA, Managing Director of Penserra; Ernesto Tong, CFA, Managing
Director of Penserra; and Anand Desai, Associate of Penserra have been
portfolio managers of the Fund since its inception in May
2021. |
Purchase
and Sale of Shares
Shares
are listed on the Exchange, and individual Shares may only be bought and sold in
the secondary market through brokers at market prices, rather than NAV. Because
Shares trade at market prices rather than NAV, Shares may trade at a price
greater than NAV (premium) or less than NAV (discount).
The
Fund issues and redeems Shares at NAV only in large blocks known as “Creation
Units,” which only APs (typically, broker-dealers) may purchase or redeem. The
Fund generally issues and redeems Creation Units in exchange for a portfolio of
securities and/or a designated amount of U.S. cash.
Investors
may incur costs attributable to the difference between the highest price a buyer
is willing to pay to purchase Shares (bid) and the lowest price a seller is
willing to accept for Shares (ask) when buying or selling Shares in the
secondary market (the “bid-ask spread”). Recent information about the Fund,
including its NAV, market price, premiums and discounts, and bid-ask spreads is
available on the Fund’s website at www.defianceetfs.com.
Tax
Information
Fund
distributions are generally taxable as ordinary income, qualified dividend
income, or capital gains (or a combination), unless your investment is in an
individual retirement account (“IRA”) or other tax-advantaged account.
Distributions on investments made through tax-deferred arrangements may be taxed
later upon withdrawal of assets from those accounts.
Financial
Intermediary Compensation
If
you purchase Shares through a broker-dealer or other financial intermediary
(such as a bank) (an “Intermediary”), the Adviser or its affiliates may pay
Intermediaries for certain activities related to the Fund, including
participation in activities that are designed to make Intermediaries more
knowledgeable about exchange traded products, including the Fund, or for other
activities, such as marketing, educational training or other initiatives related
to the sale or promotion of Shares. These payments may create a conflict of
interest by influencing the Intermediary and your salesperson to recommend the
Fund over another investment. Any such arrangements do not result in increased
Fund expenses. Ask your salesperson or visit the Intermediary’s website for more
information.
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Defiance
Hotel, Airline, and Cruise ETF |
Investment Objective
The Defiance Hotel, Airline,
and Cruise ETF (the “Fund” or the “Travel ETF”) seeks to track the total return
performance, before fees and expenses, of the BlueStar Global Hotels, Airlines,
and Cruises Index (the “Index”).
Fees and Expenses of the
Fund
The
following table describes the fees and expenses you may pay if you buy, hold,
and sell shares of the Fund (“Shares”). You
may pay other fees, such as brokerage commissions and other fees to financial
intermediaries, which are not reflected in the table and Example
below.
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Annual
Fund Operating Expenses (expenses
that you pay each year as a percentage of the value of your
investment) |
Management
Fees |
0.45% |
Distribution
and/or Service (12b-1) Fees |
0.00% |
Other
Expenses |
0.00% |
Total
Annual Fund Operating Expenses |
0.45% |
Expense Example
This Example is
intended to help you compare the cost of investing in the Fund with the cost of
investing in other funds. The Example assumes that you invest $10,000 in the
Fund for the time periods indicated and then continue to hold or redeem all of
your Shares at the end of those periods. The Example also assumes that your
investment has a 5% return each year and that the Fund’s operating expenses
remain the same. The Example does not take into account brokerage commissions
that you may pay on your purchases and sales of Shares.
Although your actual costs may be higher
or lower, based on these assumptions your costs would be:
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1 Year |
3
Years |
5
Years |
10
Years |
$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 annual fund operating expenses or in the
Example, affect the Fund’s performance. For the fiscal period June 3, 2021
(commencement of operations) through December 31, 2021, the Fund’s
portfolio turnover rate was 26% of the average value of its
portfolio.
Principal Investment
Strategies
The
Fund uses a “passive management” (or indexing) approach to track the total
return performance, before fees and expenses, of the Index.
BlueStar
Global Hotels, Airlines, and Cruises Index
The
Index is a rules-based index that consists of globally-listed stocks of
companies that derive at least 50% of their revenues from the passenger airline,
hotel and resort, or cruise industries (“Travel Companies”) as determined by MV
Index Solutions (the “Index Provider”). The Index may include companies in
developed countries, including the United States, as well as emerging market
countries. To be added to the Index, an Index component must meet the Index’s
investibility and liquidity requirements, including a market capitalization
greater than or equal to US$150 million, and once included in the Index,
companies are eligible to remain in the Index at reduced investibility and
liquidity thresholds (collectively, the “Investibility
Requirements”).
At
the time of each semi-annual reconstitution of the Index, Travel Companies
meeting the Investibility Requirements are added to the Index based on their
free-float market capitalization (from largest to smallest) until their
aggregate free-float market capitalization is at least 95% of the free-float
market capitalization of all Travel Companies meeting the Investibility
Requirements with at least 25 Travel Companies. If such rules result in fewer
than 25 Index components, the largest remaining eligible companies are selected
until the number of components reaches 25.
At
the time of each quarterly rebalance of the Index, the Index components are
initially weighted by their float-adjusted market capitalization and separated
into three tiers: (i) hotels, (ii) airlines, and (iii) cruises. If the aggregate
weight of any tier would exceed 50%, then that tier’s weight is set to 50% and
the excess weight is distributed to the other two tiers on a pro-rata basis. If
the weight of any tier would be less than 15%, that tier’s weight is set to 15%
and the difference is subtracted from the other two tiers on a pro-rata basis.
Index components are then weighted based on their float-adjusted market
capitalization within each tier, subject to a maximum weight of 8% for any
individual security and adjustments downward based on certain liquidity
criteria. Excess weight resulting from such adjustments is redistributed among
the remaining constituents in the applicable tier.
The
Index is reconstituted semi-annually after the close of business on the third
Friday of each March and September and rebalanced quarterly on the third Friday
of each March, June, September, and December based on data as of the last
business day of the month prior to such reconstitution or rebalance.
As
of March 31, 2022, the Index was composed of 54 constituents, 22 of which were
listed on a non-U.S. exchange. The Index was established in 2021 and is owned
and maintained by the Index Provider. The Index Provider partnered with the
Fund’s investment adviser to co-develop the methodology used to determine the
securities included in the Index. The Index Provider is not affiliated with the
Fund or its investment adviser, sub-adviser, or distributor.
The
Fund’s Investment Strategy
Under
normal circumstances, the Fund invests at least 80% of its net assets (plus
borrowings for investment purposes) in Travel Companies. The foregoing policy
may be changed without shareholder approval upon 60 days’ written notice to
shareholders.
The
Fund will generally use a “replication” strategy to achieve its investment
objective, meaning the Fund will generally invest in all of the component
securities of the Index in the same approximate proportions as in the
Index. However, the Fund may use a “representative sampling” strategy, meaning
it may invest in a sample of the securities in the Index whose risk, return, and
other characteristics closely resemble the risk, return, and other
characteristics of the Index as a whole, when the Fund’s sub-adviser believes it
is in the best interests of the Fund (e.g.,
when
replicating the Index involves practical difficulties or substantial costs, an
Index constituent becomes temporarily illiquid, unavailable, or less liquid, or
as a result of legal restrictions or limitations that apply to the Fund but not
to the Index).
To
the extent the Index concentrates (i.e., holds more than 25% of its total assets)
in the securities of a particular industry or group of related industries, the
Fund will concentrate its investments to approximately the same extent as the
Index. The Index, and consequently the Fund, is expected to be concentrated in
Travel Companies.
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
Funds.”
•Concentration
in Travel Companies Risk. The
Fund’s investments will be concentrated in an industry or group of industries to
the extent that the Index is so concentrated. In such event, the value of the
Shares may rise and fall more than the value of shares of a fund that invests in
securities of companies in a broader range of industries. Travel Companies may
be adversely affected by a downturn in economic conditions that can result in
decreased demand for leisure and business travel. Due to the discretionary
nature of business and leisure travel spending, Travel Company revenues are
heavily influenced by the condition of the U.S. and foreign economies. Travel
Companies may also be significantly affected by changes in labor relations and
insurance costs. Travel Companies in the airline and cruise industries may also
be significantly affected by changes in fuel prices, which may be very volatile
and may not be able to be passed on to customers by increasing fares. Airline
companies may also be highly dependent on aircraft or related equipment from a
small number of suppliers, and consequently, issues affecting the availability,
reliability, safety, or longevity of such aircraft or equipment (e.g.,
the inability of a supplier to meet aircraft demand or the grounding of an
aircraft due to safety concerns) may have a significant effect on the operations
and profitability of airline companies. Companies in the hotel and lodging
industry, as well as the cruise industry, are subject to various risks that may
cause significant losses, which includes risks related to uncertainty in travel
(due to global, regional or local events), guest safety, security, and privacy,
changing consumer demands, shortages of experienced personnel, consumer
perception of risk (for example, due to terrorist attacks, pandemics, and
political or social violence), and changing or increased regulations.
Beginning
in the first quarter of 2020, financial markets in the United States and around
the world experienced extreme and in many cases unprecedented volatility and
severe losses due to the global pandemic caused by COVID‑19, a novel
coronavirus. The pandemic has resulted in a wide range of social and economic
disruptions, including closed borders and reduced or prohibited domestic or
international travel. Some sectors of the economy and individual issuers,
including Travel Companies, have experienced particularly large losses. Such
disruptions may continue for an extended period of time or reoccur in the future
to a similar or greater extent.
In
addition, the Russian invasion of Ukraine and the resulting sanctions by Western
countries on Russia, as well as retaliatory measures by Russia, may have a
significant impact on Travel Companies. Bans on oil and energy imports from
Russia by certain Western countries may increase the costs of travel, including
jet fuel, gasoline, and fuel used in cruise liners. In addition, certain Western
nations have closed their airspace and ports to all Russian aircraft and
shipping vessels, respectively, and/or seized leased
aircraft
located in Western airports. In response, Russia has closed its airspace and
ports to certain Western aircraft and shipping vessels, and Russia has seized
certain leased aircraft located in Russia. These actions may lead to higher
ticket prices, flight and cruise cancellations, longer routes, fewer diversion
airports, a decreased demand for travel, and the permanent loss of property for
Western companies. These and any related events could significantly and
adversely affect the Fund’s performance and the value of an investment in the
Fund.
•Currency
Exchange Rate Risk.
The Fund may invest a relatively large percentage of its assets in investments
denominated in non-U.S. currencies or in securities that provide exposure to
such currencies. Changes in currency exchange rates and the relative value of
non-U.S. currencies will affect the value of the Fund’s investment and the value
of your Shares. Currency exchange rates can be very volatile and can change
quickly and unpredictably. As a result, the value of an investment in the Fund
may change quickly and without warning and you may lose money.
•Emerging
Markets Risk.
The Fund may invest in companies organized in emerging market nations.
Investments in securities and instruments traded in developing or emerging
markets, or that provide exposure to such securities or markets, can involve
additional risks relating to political, economic, or regulatory conditions not
associated with investments in U.S. securities and instruments or investments in
more developed international markets. Such conditions may impact the ability of
the Fund to buy, sell or otherwise transfer securities, adversely affect the
trading market and price for Shares and cause the Fund to decline in value.
◦Capital
Controls and Sanctions Risk.
Economic
conditions, such as volatile currency exchange rates and interest rates,
political events, military action and other conditions may, without prior
warning, lead to government intervention (including intervention by the U.S.
government with respect to foreign governments, economic sectors, foreign
companies and related securities and interests) and the imposition of capital
controls and/or sanctions, which may also include retaliatory actions of one
government against another government, such as seizure of assets. Capital
controls and/or sanctions include the prohibition of, or restrictions on, the
ability to transfer currency, securities or other assets. Levies may be placed
on profits repatriated by foreign entities (such as the Fund). Capital controls
and/or sanctions may also impact the ability of the Fund to buy, sell or
otherwise transfer securities or currency, negatively impact the value and/or
liquidity of such instruments, adversely affect the trading market and price for
Shares, and cause the Fund to decline in value.
◦Geopolitical
Risk. Some
countries and regions in which the Fund invests have experienced security
concerns, war or threats of war and aggression, terrorism, economic uncertainty,
natural and environmental disasters and/or systemic market dislocations that
have led, and in the future may lead, to increased short-term market volatility
and may have adverse long-term effects on the U.S. and world economies and
markets generally. Such geopolitical and other events may also disrupt
securities markets and, during such market disruptions, the Fund’s exposure to
the other risks described herein will likely increase. Each of the foregoing may
negatively impact the Fund’s investments.
•Equity
Market Risk. The
equity securities held in the Fund’s portfolio may experience sudden,
unpredictable drops in value or long periods of decline in value. This may occur
because of factors that affect securities markets generally or factors affecting
specific issuers, industries, or sectors in which the Fund invests. Common
stocks are generally exposed to greater risk than other types of securities,
such as preferred stock and debt obligations, because common stockholders
generally have inferior rights to receive payment from issuers. In addition,
local, regional or global events such as war, including Russia’s invasion of
Ukraine, acts of terrorism, spread of infectious diseases or other public health
issues, recessions, rising inflation, or other events could have a significant
negative impact on the Fund and its investments. For example, the global
pandemic caused by COVID-19, a novel coronavirus, and the aggressive responses
taken by many governments, including closing borders, restricting international
and domestic travel, and the imposition of prolonged quarantines or similar
restrictions, has had negative impacts, and in many cases severe impacts, on
markets worldwide. The COVID-19 pandemic has caused prolonged disruptions to the
normal business operations of companies around the world and the impact of such
disruptions is hard to predict. Such events may affect certain geographic
regions, countries, sectors and industries more significantly than others. Such
events could adversely affect the prices and liquidity of the Fund’s portfolio
securities or other instruments and could result in disruptions in the trading
markets.
•ETF
Risks. The
Fund is an ETF, and, as a result of an ETF’s structure, it is exposed to the
following risks:
◦Authorized
Participants, Market Makers, and Liquidity Providers Concentration
Risk. The
Fund has a limited number of financial institutions that may act as Authorized
Participants (“APs”). In addition, there may be a limited number of market
makers and/or liquidity providers in the marketplace. To the extent either of
the following events occur, Shares may trade at a material discount to NAV and
possibly face delisting: (i) APs exit the business or otherwise become
unable to process creation and/or redemption orders and no other APs step
forward to perform these services, or (ii) market makers and/or liquidity
providers exit the business or significantly reduce their business activities
and no other entities step forward to perform their functions.
◦Costs
of Buying or Selling Shares.
Due to the costs of buying or selling Shares, including brokerage commissions
imposed by brokers and bid-ask spreads, frequent trading of Shares may
significantly reduce investment results and an investment in Shares may not be
advisable for investors who anticipate regularly making small investments.
◦Shares
May Trade at Prices Other Than NAV. As
with all ETFs, Shares may be bought and sold in the secondary market at market
prices. Although it is expected that the market price of Shares will approximate
the Fund’s NAV, there may be times when the market price of Shares is more than
the NAV intra-day (premium) or less than the NAV intra-day (discount) due to
supply and demand of Shares or during periods of market volatility. This risk is
heightened in times of market volatility, periods of steep market declines, and
periods when there is limited trading activity for Shares in the secondary
market, in which case such premiums or discounts may be significant. Because
securities held by the Fund may trade on foreign exchanges that are closed when
the Fund’s primary listing exchange is open, there are likely to be deviations
between the current price of a security and the security’s last quoted price
from the closed foreign market. This may result in premiums and discounts that
are greater than those experienced by domestic ETFs.
◦Trading. Although
Shares are listed for trading on NYSE Arca, Inc. (the “Exchange”) and may be
traded on U.S. exchanges other than the Exchange, there can be no assurance that
Shares will trade with any volume, or at all, on any stock exchange. In stressed
market conditions, the liquidity of Shares may begin to mirror the liquidity of
the Fund’s underlying portfolio holdings, which can be significantly less liquid
than Shares, and this could lead to differences between the market price of the
Shares and the underlying value of those Shares.
•Foreign
Securities Risk.
Investments in non-U.S. securities involve certain risks that may not be present
with investments in U.S. securities. For example, investments in non-U.S.
securities may be subject to risk of loss due to foreign currency fluctuations
or to political or economic instability. There may be less information publicly
available about a non-U.S. issuer than a U.S. issuer. Non-U.S. issuers may be
subject to different accounting, auditing, financial reporting and investor
protection standards than U.S. issuers. Investments in non-U.S. securities may
be subject to withholding or other taxes and may be subject to additional
trading, settlement, custodial, and operational risks. With respect to certain
countries, there is the possibility of government intervention and expropriation
or nationalization of assets. Because legal systems differ, there is also the
possibility that it will be difficult to obtain or enforce legal judgments in
certain countries. Since foreign exchanges may be open on days when the Fund
does not price its Shares, the value of the securities in the Fund’s portfolio
may change on days when shareholders will not be able to purchase or sell the
Shares. Conversely, Shares may trade on days when foreign exchanges are closed.
Each of these factors can make investments in the Fund more volatile and
potentially less liquid than other types of investments.
•Geographic
Investment Risk.
To
the extent that the Fund invests a significant portion of its assets in the
securities of companies of a single country or region, it is more likely to be
impacted by events or conditions affecting that country or region. For example,
political and economic conditions and changes in regulatory, tax, or economic
policy in a country could significantly affect the market in that country and in
surrounding or related countries and have a negative impact on the Fund’s
performance. Currency developments or restrictions, political and social
instability, and changing economic conditions have resulted in significant
market volatility.
•Index
Provider Risk. There
is no assurance that the Index Provider, or any agents that act on its behalf,
will compile the Index accurately, or that the Index will be determined,
maintained, constructed, reconstituted, rebalanced, composed, calculated or
disseminated accurately. The Adviser relies upon the Index Provider and its
agents to compile, determine, maintain, construct, reconstitute, rebalance,
compose, calculate (or arrange for an agent to calculate), and disseminate the
Index accurately. Any losses or costs associated with errors made by the Index
Provider or its agents generally will be borne by the Fund and its shareholders.
•Limited
Operating History. The
Fund is a recently organized investment company with a limited operating
history. As a result, prospective investors have a limited track record or
history on which to base their investment decision.
•Market
Capitalization Risk
◦Large-Capitalization
Investing.
The securities of large-capitalization companies may be relatively mature
compared to smaller companies and therefore subject to slower growth during
times of economic expansion. Large-capitalization companies may also be unable
to respond quickly to new competitive challenges, such as changes in technology
and consumer tastes.
◦Mid-Capitalization
Investing. The
securities of mid-capitalization companies may be more vulnerable to adverse
issuer, market, political, or economic developments than securities of
large-capitalization companies, but they may also be subject to slower growth
than small-capitalization companies during times of economic expansion. The
securities of mid-capitalization companies generally trade in lower volumes and
are subject to greater and more unpredictable price changes than large
capitalization stocks or the stock market as a whole, but they may also be
nimbler and more responsive to new challenges than large-capitalization
companies. Some mid-capitalization companies have limited product lines,
markets, financial resources, and management personnel and tend to concentrate
on fewer geographical markets relative to large-capitalization
companies.
◦Small-Capitalization
Investing. The
securities of small-capitalization companies may be more vulnerable to adverse
issuer, market, political, or economic developments than securities of
larger-capitalization companies. The securities of small-capitalization
companies generally trade in lower volumes and are subject to greater and more
unpredictable price changes than larger capitalization stocks or the stock
market as a whole. Some small capitalization companies have limited product
lines,
markets, and financial and managerial resources and tend to concentrate on fewer
geographical markets relative to larger capitalization companies. There is
typically less publicly available information concerning smaller-capitalization
companies than for larger, more established companies. Small-capitalization
companies also may be particularly sensitive to changes in interest rates,
government regulation, borrowing costs and earnings.
•Non-Diversification
Risk. The Fund is considered to be non-diversified,
which means that it may invest more of its assets in the securities of a single
issuer or a smaller number of issuers than if it were a diversified fund. As a
result, the Fund may be more exposed to the risks associated with and
developments affecting an individual issuer or a smaller number of issuers than
a fund that invests more widely. This may increase the Fund’s volatility and
cause the performance of a relatively smaller number of issuers to have a
greater impact on the Fund’s performance. However, the Fund intends to satisfy
the diversification requirements for qualifying as a regulated investment
company (a “RIC”) under Subchapter M of the Internal Revenue Code of 1986, as
amended (the “Code”).
•Passive
Investment Risk.
The Fund is not actively managed, and its sub-adviser would not sell a security
held by the Fund due to current or projected underperformance of the security,
industry, or sector, unless that security is removed from the Index or the
selling of that security is otherwise required upon a reconstitution or
rebalancing of the Index in accordance with the Index methodology.
•Sector
Risk.
To the extent the Fund invests more heavily in particular sectors of the
economy, its performance will be especially sensitive to developments that
significantly affect those sectors.
◦Consumer
Discretionary Sector Risk.
The success of consumer product manufacturers and retailers is tied closely to
the performance of domestic and international economies, interest rates,
exchange rates, competition, consumer confidence, changes in demographics and
consumer preferences. Companies in the consumer discretionary sector depend
heavily on disposable household income and consumer spending, and such companies
may be strongly affected by social trends and marketing campaigns. These
companies may be subject to severe competition, which may have an adverse impact
on their profitability.
◦Industrial
Sector Risk. The
industrial sector can be significantly affected by, among other things,
worldwide economic growth, supply and demand for specific products and services,
rapid technological developments, international political and economic
developments, environmental issues, tariffs and trade barriers, and tax and
governmental regulatory policies. As the demand for, or prices of, industrials
increase, the value of the Fund’s investments generally would be expected to
also increase. Conversely, declines in the demand for, or prices of, industrials
generally would be expected to contribute to declines in the value of such
securities. Such declines may occur quickly and without warning and may
negatively impact the value of the Fund and your investment.
•Tax
Risk.
To qualify for the favorable tax treatment generally available to RICs, the Fund
must satisfy certain diversification requirements. In particular, among other
requirements, at the end of each quarter of the Fund’s taxable year, the Fund’s
assets must be diversified so that at least 50% of the value of the Fund’s total
assets is represented by cash and cash items, U.S. government securities,
securities of other RICs, and other securities, with such other securities
limited, in respect to any one issuer, to an amount not greater in value than 5%
of the value of the Fund’s total assets and to not more than 10% of the
outstanding voting securities of such issuer, including the equity securities of
a qualified publicly traded partnership. Given the concentration of the Index in
a relatively small number of securities, it may not always be possible for the
Fund to fully implement a replication strategy or a representative sampling
strategy while satisfying these diversification requirements. The Fund’s efforts
to satisfy the diversification requirements may affect the Fund’s execution of
its investment strategy and may cause the Fund’s return to deviate from that of
the Index, and the Fund’s efforts to replicate or represent the Index may cause
it inadvertently to fail to satisfy the diversification requirements. If the
Fund were to fail to satisfy the diversification requirements, it could incur
penalty taxes and be forced to dispose of certain assets, or it could fail to
qualify as a RIC. If the Fund were to fail to qualify as a RIC, it would be
taxed in the same manner as an ordinary corporation, and distributions to its
shareholders would not be deductible by the Fund in computing its taxable
income.
•Tracking
Error Risk. As
with all index funds, the performance of the Fund and its Index may differ from
each other for a variety of reasons. For example, the Fund incurs operating
expenses and portfolio transaction costs not incurred by the Index. In addition,
the Fund may not be fully invested in the securities of the Index at all times
or may hold securities not included in the Index.
Performance
Performance information for the Fund is not
included because the Fund did not have a full calendar year of performance prior
to the date of this Prospectus. In the future, performance
information for the Fund will be presented in this section. Updated performance
information will be available on the Fund’s website at www.defianceetfs.com.
Portfolio
Management
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Adviser |
Defiance
ETFs, LLC |
Sub-Adviser |
Penserra
Capital Management LLC (“Penserra” or the “Sub-Adviser”) |
Portfolio
Managers |
Dustin
Lewellyn, CFA, Managing Director of Penserra; Ernesto Tong, CFA, Managing
Director of Penserra; and Anand Desai, Associate of Penserra have been
portfolio managers of the Fund since its inception in June
2021. |
Purchase
and Sale of Shares
Shares
are listed on the Exchange, and individual Shares may only be bought and sold in
the secondary market through brokers at market prices, rather than NAV. Because
Shares trade at market prices rather than NAV, Shares may trade at a price
greater than NAV (premium) or less than NAV (discount).
The
Fund issues and redeems Shares at NAV only in large blocks known as “Creation
Units,” which only APs (typically, broker-dealers) may purchase or redeem. The
Fund generally issues and redeems Creation Units in exchange for a portfolio of
securities and/or a designated amount of U.S. cash.
Investors
may incur costs attributable to the difference between the highest price a buyer
is willing to pay to purchase Shares (bid) and the lowest price a seller is
willing to accept for Shares (ask) when buying or selling Shares in the
secondary market (the “bid-ask spread”). Recent information about the Fund,
including its NAV, market price, premiums and discounts, and bid-ask spreads is
available on the Fund’s website at www.defianceetfs.com.
Tax
Information
Fund
distributions are generally taxable as ordinary income, qualified dividend
income, or capital gains (or a combination), unless your investment is in an
individual retirement account (“IRA”) or other tax-advantaged account.
Distributions on investments made through tax-deferred arrangements may be taxed
later upon withdrawal of assets from those accounts.
Financial
Intermediary Compensation
If
you purchase Shares through a broker-dealer or other financial intermediary
(such as a bank) (an “Intermediary”), the Fund’s investment adviser, 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.
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Defiance
Digital Revolution ETF |
Investment Objective
The Defiance Digital
Revolution ETF (the “Fund” or the “Digital Revolution ETF”) seeks to track the
total return performance, before fees and expenses, of the BITA NFT and
Blockchain Select Index (the “Index”).
Fees and Expenses of the Fund
The
following table describes the fees and expenses you may pay if you buy, hold,
and sell shares of the Fund (“Shares”). You
may pay other fees, such as brokerage commissions and other fees to financial
intermediaries, which are not reflected in the table and Example
below.
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Annual
Fund Operating Expenses
(expenses
that you pay each year as a percentage of the value of your
investment) |
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Management
Fees |
0.65% |
Distribution
and/or Service (12b-1) Fees |
0.00% |
Other
Expenses* |
0.00% |
Total
Annual Fund Operating Expenses |
0.65% |
* Estimated for the current fiscal
year.
Expense Example
This Example is
intended to help you compare the cost of investing in the Fund with the cost of
investing in other funds. The Example assumes that you invest $10,000 in the
Fund for the time periods indicated and then continue to hold or redeem all of
your Shares at the end of those periods. The Example also assumes that your
investment has a 5% return each year and that the Fund’s operating expenses
remain the same. The Example does not take into account brokerage commissions
that you may pay on your purchases and sales of Shares.
Although your actual costs may be higher
or lower, based on these assumptions your costs would be:
Portfolio Turnover
The Fund pays transaction
costs, such as commissions, when it buys and sells securities (or “turns over”
its portfolio). A higher portfolio turnover rate may indicate higher transaction
costs and may result in higher taxes when Shares are held in a taxable account.
These costs, which are not reflected in annual fund operating expenses or in the
Example, affect the Fund’s performance. For the fiscal period December 1, 2021
(commencement of operations) through December 31, 2021, the Fund’s
portfolio turnover rate was 17% of the average value of its
portfolio.
Principal Investment Strategies
The
Fund will not invest in cryptocurrencies directly or through the use of
derivatives. The Fund also will not invest in initial coin offerings. The Fund
may, however, have indirect exposure to cryptocurrencies by virtue of its
investments in operating companies that use one or more cryptocurrencies as part
of their business activities or that hold cryptocurrencies. Because the Fund
will not invest directly in any cryptocurrency, it will not track price
movements of any cryptocurrency.
The
Fund uses a “passive management” (or indexing) approach to track the total
return performance, before fees and expenses, of the Index.
The
Index is a rules-based index that consists of the common stock (or depositary
receipts) of companies (i) that earn a majority of their revenue from activities
in the blockchain and cryptocurrency ecosystems or (ii) with exposure to the NFT
(Non-Fungible Tokens) ecosystem (collectively, “Digital Revolution Companies”).
The Index may include companies in both developed and emerging
markets.
Companies
eligible for inclusion based on their activities in the blockchain and
cryptocurrency ecosystems are those that derive a majority of their revenue from
any of the following segments:
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Crypto
Asset Management & Trading Companies |
The
operation of cryptocurrency investment products, asset management
products, or trading products (but not the cryptocurrency investment,
asset management, or trading products themselves) |
Crypto
Banking, Payments and Services Companies |
The
operation of cryptocurrency banking, payments, or custodial
services |
Crypto
Mining Companies |
Cryptocurrency
mining operations |
Crypto
Mining Hardware Companies |
The
provision of hardware and equipment necessary for mining
cryptocurrency |
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Blockchain
Technology Companies |
Companies
providing software, technology licenses, and consulting services around
blockchain technology and distributed ledger technology
|
Companies
eligible for inclusion based on their exposure to the NFT ecosystem are those
companies that have publicly disclosed through regulatory filings (e.g.,
Form
10-K, 10-Q, 20-F, and 8-K filings), quarterly earnings reports, company
presentations or official earnings conference call transcripts either that they
(i) currently operate services for the issuance, creation, and commercialization
of NFTs and/or (ii) invest in or fund, or will invest in or fund, internal or
external projects targeting the issuance, creation, and commercialization of
NFTs that are of material importance to such company. Examples of the above
activities include an e-commerce company announcing that it will begin to
support the sale of NFTs, an online video production service announcing that it
will enable users to claim ownership of a video by linking it to an NFT, a toy
company announcing that it will sell digital art related to a toy brand as an
NFT, and a digital sports entertainment company announcing that it will be
selling digital sports memorabilia as NFTs.
Companies
that have made such public announcements through regulatory filings or other
official communications are included in the Index because such announcements are
an indication of the significance of such NFT-related activities to the
company’s current or future activities. However, because NFTs are an emerging
technology, the Index is expected to initially consist of companies whose
activities in the NFT ecosystem comprise a smaller portion of their revenues,
profits, or investments relative to other activities or industries in which they
engage. There can be no guarantee that a company’s activities in the NFT
ecosystem will become significant for the company or that its economic fortunes
will be tied to such activities in the future.
Companies
with activities in the NFT ecosystem, including those that own or create NFTs
but have not made public announcements of such activities are not included in
the Index.
The
Index does not include, and the Fund will not invest directly in, NFTs or
private or public funds that invest in NFTs; rather, the Index includes the
common stock (or depositary receipts) of companies with exposure to the NFT
ecosystem, such as by providing services related to NFTs and/or directly owning
NFTs. Because the Fund will not invest directly in NFTs or private or public
funds that invest in NFTs, the Fund will not track price movements of any
individual or collection of NFTs.
The
Index is comprised of Digital Revolution Companies identified by BITA GmbH, the
Fund’s index provider (the “Index Provider”), based on extensive research that
includes reviews of public company filings, press releases, and other
industry-specific information sources.
A
“blockchain” is a digital series of records stored across a decentralized
network that uses cryptography to create a secure and verified history of
transactions. The decentralized nature of a blockchain utilizes and relies on
multiple “nodes” to continuously update and certify the accuracy of information
in the chain, mitigating the risks associated with centralized networks, where a
single source can be tampered with to change information across a network.
Blockchain technology can be used to record transactions involving tangible,
intangible, and digital assets, and a blockchain may be constrained to certain
users or companies or open to the public. Certain blockchains track records
associated with “non-fungible tokens” or “NFTs”, which act like a certificate of
authenticity for a digital record. NFTs may be purchased, sold, or held as an
original digital collectible for items such as digital art, music, videos, or
other electronic content.
Blockchain
networks may also be used to track the purchase, sale, or exchange of
cryptocurrencies. Cryptocurrencies are a form of digital currency that can be
used to purchase goods or services from certain vendors or can be purchased or
sold like an investment asset. Cryptocurrencies generally rely on a blockchain
to maintain the integrity of their transaction histories, and new amounts of a
cryptocurrency are added to the available supply based on the completion of
certain complex mathematical problems — a process known as cryptocurrency
“mining”.
To
be included in the Index, an Index component must meet the Index’s investibility
and liquidity requirements, including a market capitalization greater than or
equal to US$75 million. The Index may include small-, mid-, and
large-capitalization companies.
The
Index is reconstituted and rebalanced quarterly after the close of business on
the third Friday of each March, June, September, and December, based on data as
of the first Friday of the applicable month. At the time of each reconstitution
and rebalance of the Index, the Index constituents are market
capitalization-weighted, subject to a maximum weight of 4% per issuer and a
minimum weight of 0.5%. Any excess or shortage of weight due to the maximum or
minimum thresholds, respectively, will be reallocated proportionally to/from the
unaffected securities. However, new initial public offerings (“IPOs”) that meet
the Index’s eligibility requirements may be added on a “fast-entry basis” in
between reconstitution dates. In addition to the quarterly reconstitutions, new
IPOs are reviewed on a monthly basis for fast-entry addition on the first
calendar day of each month, and may be added after the close of business on the
tenth business day of such month. IPOs are eligible for inclusion if they have a
market capitalization greater than or equal to US$5 billion. Fast-entry
additions are market-capitalization weighted. Index constituents will be removed
from the Index at the time of a reconstitution if they fail to meet the
eligibility requirements.
As
of March 31, 2022, the Index was composed of 37 constituents. The Index is
expected to have significant exposure to non-U.S. currencies and countries
outside the United States, including Canada, from time to time. Additionally,
the Index is expected to have significant exposure to companies in the financial
and information technology sectors, as well as small-capitalization companies.
The Index was established in 2021 and is owned and maintained by the Index
Provider. The Index Provider partnered with the Fund’s investment adviser to
co-develop the methodology used to determine the securities included in the
Index.
The
Fund will generally use a “replication” strategy to achieve its investment
objective, meaning the Fund will generally invest in all of the component
securities of the Index in the same approximate proportions as in the
Index. However, the Fund may use a “representative sampling” strategy, meaning
it may invest in a sample of the securities in the Index whose risk, return, and
other characteristics closely resemble the risk, return, and other
characteristics of the Index as a whole, when the Fund’s sub-adviser believes it
is in the best interests of the Fund (e.g.,
when replicating the Index involves practical difficulties or substantial costs,
an Index constituent becomes temporarily illiquid, unavailable, or less liquid,
or as a result of legal restrictions or limitations that apply to the Fund but
not to the Index).
To
the extent the Index concentrates (i.e., holds more than 25% of its total assets)
in the securities of a particular industry or group of related industries, the
Fund will concentrate its investments to approximately the same extent as the
Index. The 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
Funds.”
•Concentration
in Digital Revolution Companies Risk. The
Index, and consequently the Fund, is expected to concentrate its investments
(i.e., hold more than 25% of its total assets) in the securities of Digital
Revolution Companies. As a result, the value of the Fund’s shares may rise and
fall more than the value of shares of a fund that invests in securities of
companies in a broader range of industries. In addition, at times, Digital
Revolution Companies may be out of favor and underperform other industries or
groups of industries or the market as a whole. In such event, the value of the
Shares may rise and fall more than the value of shares of a fund that invests in
securities of companies in a broader range of industries. An investment in a
Digital Revolution Company may be subject to the following risks:
◦Blockchain
technology is new and many of its uses may be untested.
The mechanics of using blockchain technology to transact in digital or other
types of assets, such as securities or derivatives, is relatively new and
untested. There is no assurance that widespread adoption will occur. A lack of
expansion in the usage of blockchain technology could adversely affect Digital
Revolution Companies.
◦Theft,
loss or destruction.
Transacting on a blockchain depends in part specifically on the use of
cryptographic keys that are required to access a user’s account (or “wallet”).
The theft, loss, or destruction of these keys could adversely affect a user’s
ownership claims over an asset or a company’s business or operations if it was
dependent on the blockchain.
◦Competing
platforms, technologies, and patents.
The development and acceptance of competing platforms or technologies may cause
consumers or investors to use an alternative to blockchains. Further, if one or
more other persons, companies or organizations has or obtains a valid patent
covering technology critical to the operation of one or more of a Digital
Revolution Company’s business lines, there can be no guarantee that such an
entity would be willing to license such technology at acceptable prices or at
all, which could have a material adverse effect on the Digital Revolution
Company’s business, financial condition and results of operations.
◦Cyber
security incidents.
Cyber security incidents may compromise an issuer, its operations, or its
business. Cyber security incidents may also specifically target a user’s
transaction history, digital assets, or identity, thereby leading to privacy
concerns. In addition, certain features of blockchain technology, such as
decentralization, open source protocol, and reliance on peer-to-peer
connectivity, may increase the risk of fraud or cyber-attack by potentially
reducing the likelihood of a coordinated response. Additionally, blockchain
functionality relies on the Internet. A significant disruption of Internet
connectivity affecting large numbers of users or geographic areas could impede
the functionality of blockchain technologies.
◦Key
personnel risk.
Digital Revolution Companies rely on highly skilled financial service
professionals and software engineers. Because of competition from other firms,
Digital Revolution Companies may face difficulties in recruiting and retaining
professionals of a caliber consistent with their business strategy in the
future. The inability to successfully identify and retain qualified
professionals could materially and adversely affect the growth, operations, or
financial condition of the company.
◦Lack
of liquid markets, and possible manipulation of blockchain-based assets.
Digital
assets that are represented and trade on a blockchain may not necessarily
benefit from viable trading markets. Stock exchanges have listing requirements
and vet issuers, and perhaps users. These conditions may not necessarily be
replicated on a blockchain, depending on the platform’s controls and other
policies. The more lenient a blockchain is about vetting issuers of digital
assets or users that transact on the platform, the higher the potential risk for
fraud or the manipulation of digital assets. These factors may decrease
liquidity or volume, or increase volatility of digital securities or other
assets trading on a blockchain.
◦Lack
of regulation.
Digital commodities and their associated platforms are largely unregulated, and
the regulatory environment is rapidly evolving. Because blockchain technology
works by having every transaction build on every other transaction, participants
can self-police any corruption, which can mitigate the need to depend on the
current level of legal or government safeguards to monitor and control the flow
of business transactions. As a result, companies engaged in such blockchain
activities may be exposed to adverse regulatory action, fraudulent activity, or
even failure. There can be no guarantee that future regulation of blockchain
technology or cryptocurrencies will not have a negative impact on the value of
such technologies and of the companies in the which the Fund
invests.
◦Network
amendment risk.
Significant contributors to all or any cryptocurrency network could propose
amendments to the respective network’s protocols and software that, if accepted
and authorized by such network, could adversely affect a Digital Revolution
Company. For example, with respect to the bitcoin network, a small group of
individuals contribute to the bitcoin network’s source code. Those individuals
can propose refinements or improvements to the bitcoin network’s source code
through one or more software upgrades that alter the protocols and software that
govern the bitcoin network and the properties of bitcoin, including the
irreversibility of transactions and limitations on the mining of new bitcoin. To
the extent that a significant majority of the users and miners on the bitcoin
network install such software upgrade(s), the bitcoin network would be subject
to new protocols and software that may adversely affect Digital Revolution
Companies.
◦NFT
Ecosystem Company Risk.
The value of NFTs may decline for short or long periods of time and may be
volatile due to factors such as the desirability of the particular NFT, the
availability of other similar NFTs, the accessibility of the blockchain used by
the NFT, and general risks applicable to Digital Revolution Companies.
Volatility in the value of NFTs may have a material adverse effect on a Digital
Revolution Company’s business, financial condition, and results of
operation.
◦Third
party product defects or vulnerabilities.
Where blockchain systems are built using third party products, those products
may contain technical defects or vulnerabilities beyond a company’s control.
Open-source technologies that are used to build a blockchain application, may
also introduce defects and vulnerabilities.
◦Reliance
on cryptocurrency.
Digital Revolution Companies rely heavily on the success of the digital currency
industry, the development and acceptance of which is subject to a variety of
factors that are difficult to evaluate. Cryptocurrencies (also referred to as
“virtual currencies” and “digital currencies”) are digital assets designed to
act as a medium of exchange. Cryptocurrency is an emerging asset class. There
are thousands of cryptocurrencies, the most well-known of which is bitcoin.
Cryptocurrency generally operates without a central authority (such as a bank)
and is not backed by any government. Cryptocurrency is not legal tender.
Federal, state and/or foreign governments may restrict the use and exchange of
cryptocurrency, and regulation in the United States is still developing. The
market price of bitcoin has been subject to extreme fluctuations. Similar to
fiat currencies (i.e.,
a currency that is backed by a central bank or a national, supra-national or
quasi-national organization), cryptocurrencies are susceptible to theft, loss,
and destruction. Cryptocurrency exchanges and other trading venues on which
cryptocurrencies trade are relatively new and, in most cases, largely
unregulated and may therefore be more exposed to fraud and failure than
established, regulated exchanges for securities, derivatives and other
currencies. Cryptocurrency exchanges may stop operating or permanently shut down
due to fraud, technical glitches, hackers, or malware, which may also affect
volatility. Cryptocurrency volatility may have a material adverse effect on a
Digital Revolution Company’s business, financial condition, and results of
operation.
◦Line
of business risk.
Some Digital Revolution Companies are engaged in other lines of business
unrelated to blockchain and these lines of business could adversely affect their
operating results. The operating results of these companies may fluctuate as a
result of these additional risks and events in the other lines of business. In
addition, a company’s ability to engage in new activities may expose it to
business risks with which it has less experience than it has with the business
risks associated with its traditional businesses. Despite a company’s possible
success in activities linked to its use of blockchain, there can be no assurance
that the other lines of business in which these companies are engaged will not
have an adverse effect on a company’s business or financial
condition.
•Currency
Exchange Rate Risk.
The Fund may invest a relatively large percentage of its assets in investments
denominated in non-U.S. currencies or in securities that provide exposure to
such currencies. Changes in currency exchange rates and the relative value of
non-U.S. currencies will affect the value of the Fund’s investment and the value
of your Shares. Currency exchange rates can be very volatile and can change
quickly and unpredictably. As a result, the value of an investment in the Fund
may change quickly and without warning and you may lose money.
•Depositary
Receipt Risk. Depositary
Receipts involve risks similar to those associated with investments in foreign
securities, such as changes in political or economic conditions of other
countries and changes in the exchange rates of foreign currencies. Depositary
Receipts listed on U.S. exchanges are issued by banks or trust companies and
entitle the holder to all dividends and capital gains that are paid out on the
underlying foreign shares (“Underlying Shares”). When the Fund invests in
Depositary Receipts as a substitute for an investment directly in the Underlying
Shares, the Fund is exposed to the risk that the Depositary Receipts may not
provide a return that corresponds precisely with that of the Underlying Shares.
•Emerging
Markets Risk.
The Fund may invest in companies organized in emerging market nations.
Investments in securities and instruments traded in developing or emerging
markets, or that provide exposure to such securities or markets, can involve
additional
risks relating to political, economic, or regulatory conditions not associated
with investments in U.S. securities and instruments or investments in more
developed international markets. Such conditions may impact the ability of the
Fund to buy, sell or otherwise transfer securities, adversely affect the trading
market and price for Shares and cause the Fund to decline in value.
•Emerging
Technologies Investment Risk.
The Fund invests primarily to gain exposure to the emerging technologies and
related activities in the blockchain and cryptocurrency ecosystems and NFT
ecosystem, in accordance with the Index. Companies across a wide variety of
industries, primarily in the technology, finance, and entertainment sectors, are
exploring the possible applications of these technologies. The extent of such
technologies’ versatility has not yet been fully explored. Consequently, the
Fund’s holdings may include equity securities of operating companies that have
exposure to a wide variety of industries, and the economic fortunes of certain
companies held by the Fund may be significantly tied to such industries.
Currently, there are few public companies for which these emerging technologies
represent an attributable and significant revenue or profit stream, and such
technologies may not ultimately have a material effect on the economic returns
of companies in which the Fund invests.
•Equity
Market Risk. The
equity securities held in the Fund’s portfolio may experience sudden,
unpredictable drops in value or long periods of decline in value. This may occur
because of factors that affect securities markets generally or factors affecting
specific issuers, industries, or sectors in which the Fund invests. Common
stocks are generally exposed to greater risk than other types of securities,
such as preferred stock and debt obligations, because common stockholders
generally have inferior rights to receive payment from issuers. In addition,
local, regional or global events such as war, including Russia’s invasion of
Ukraine, acts of terrorism, spread of infectious diseases or other public health
issues, recessions, rising inflation, or other events could have a significant
negative impact on the Fund and its investments. For example, the global
pandemic caused by COVID-19, a novel coronavirus, and the aggressive responses
taken by many governments, including closing borders, restricting international
and domestic travel, and the imposition of prolonged quarantines or similar
restrictions, has had negative impacts, and in many cases severe impacts, on
markets worldwide. The COVID-19 pandemic has caused prolonged disruptions to the
normal business operations of companies around the world and the impact of such
disruptions is hard to predict. Such events may affect certain geographic
regions, countries, sectors and industries more significantly than others. Such
events could adversely affect the prices and liquidity of the Fund’s portfolio
securities or other instruments and could result in disruptions in the trading
markets.
•ETF
Risks. The
Fund is an ETF, and, as a result of an ETF’s structure, it is exposed to the
following risks:
◦Authorized
Participants, Market Makers, and Liquidity Providers Concentration
Risk. The
Fund has a limited number of financial institutions that may act as Authorized
Participants (“APs”). In addition, there may be a limited number of market
makers and/or liquidity providers in the marketplace. To the extent either of
the following events occur, Shares may trade at a material discount to NAV and
possibly face delisting: (i) APs exit the business or otherwise become
unable to process creation and/or redemption orders and no other APs step
forward to perform these services, or (ii) market makers and/or liquidity
providers exit the business or significantly reduce their business activities
and no other entities step forward to perform their functions.
◦Costs
of Buying or Selling Shares.
Due to the costs of buying or selling Shares, including brokerage commissions
imposed by brokers and bid-ask spreads, frequent trading of Shares may
significantly reduce investment results and an investment in Shares may not be
advisable for investors who anticipate regularly making small investments.
◦Shares
May Trade at Prices Other Than NAV. As
with all ETFs, Shares may be bought and sold in the secondary market at market
prices. Although it is expected that the market price of Shares will approximate
the Fund’s NAV, there may be times when the market price of Shares is more than
the NAV intra-day (premium) or less than the NAV intra-day (discount) due to
supply and demand of Shares or during periods of market volatility. This risk is
heightened in times of market volatility, periods of steep market declines, and
periods when there is limited trading activity for Shares in the secondary
market, in which case such premiums or discounts may be significant. Because
securities held by the Fund may trade on foreign exchanges that are closed when
the Fund’s primary listing exchange is open, there are likely to be deviations
between the current price of a security and the security’s last quoted price
from the closed foreign market. This may result in premiums and discounts that
are greater than those experienced by domestic ETFs.
◦Trading. Although
Shares are listed for trading on NYSE Arca, Inc. (the “Exchange”) and may be
traded on U.S. exchanges other than the Exchange, there can be no assurance that
Shares will trade with any volume, or at all, on any stock exchange. In stressed
market conditions, the liquidity of Shares may begin to mirror the liquidity of
the Fund’s underlying portfolio holdings, which can be significantly less liquid
than Shares, and this could lead to differences between the market price of the
Shares and the underlying value of those Shares.
•Financial
Technology Risk.
Companies that are developing financial technologies that seek to disrupt or
displace established financial institutions generally face competition from much
larger and more established firms. Such companies may not be able to capitalize
on their disruptive technologies if they face political and/or legal attacks
from competitors, industry groups or local and national governments. Laws
generally vary by country, creating some challenges to achieving scale. A
financial technology company may not currently derive any revenue, and there is
no assurance that such company will derive any revenue from
innovative
technologies in the future. Additionally, financial technology companies may be
adversely impacted by potential rapid product obsolescence, cybersecurity
attacks, increased regulatory oversight and disruptions in the technology they
depend on.
•Foreign
Securities Risk.
Investments in non-U.S. securities involve certain risks that may not be present
with investments in U.S. securities. For example, investments in non-U.S.
securities may be subject to risk of loss due to foreign currency fluctuations
or to political or economic instability. There may be less information publicly
available about a non-U.S. issuer than a U.S. issuer. Non-U.S. issuers may be
subject to different accounting, auditing, financial reporting and investor
protection standards than U.S. issuers. Investments in non-U.S. securities may
be subject to withholding or other taxes and may be subject to additional
trading, settlement, custodial, and operational risks. With respect to certain
countries, there is the possibility of government intervention and expropriation
or nationalization of assets. Because legal systems differ, there is also the
possibility that it will be difficult to obtain or enforce legal judgments in
certain countries. Since foreign exchanges may be open on days when the Fund
does not price its Shares, the value of the securities in the Fund’s portfolio
may change on days when shareholders will not be able to purchase or sell the
Shares. Conversely, Shares may trade on days when foreign exchanges are closed.
Each of these factors can make investments in the Fund more volatile and
potentially less liquid than other types of investments.
•Geographic
Investment Risk.
To
the extent that the Fund invests a significant portion of its assets in the
securities of companies of a single country or region, it is more likely to be
impacted by events or conditions affecting that country or region. For example,
political and economic conditions and changes in regulatory, tax, or economic
policy in a country could significantly affect the market in that country and in
surrounding or related countries and have a negative impact on the Fund’s
performance. Currency developments or restrictions, political and social
instability, and changing economic conditions have resulted in significant
market volatility.
◦Risks
of Investing in Canada.
The Index may have significant exposure to companies in Canada, and, as a
result, investment results could be dependent on the financial condition of the
Canadian economy. The Canadian economy is reliant on the sale of natural
resources and commodities, which can pose risks such as the fluctuation of
prices and the variability of demand for exportation of such products. Changes
in spending on Canadian products by the economies of other countries or changes
in any of these economies may cause a significant impact on the Canadian
economy.
•Index
Methodology Risk.
The Index may not include all Digital Revolution Companies around the globe
because the Index includes only those companies meeting the Index criteria,
including liquidity and market capitalization requirements. In addition,
companies that would otherwise be included in the Index might be excluded from
the Index if they omit disclosure of their revenues from blockchain technology
or cryptocurrency activities in regulatory filings or otherwise keep such work
hidden from public (and the Index Provider’s) view.
•Index
Provider Risk. There
is no assurance that the Index Provider, or any agents that act on its behalf,
will compile the Index accurately, or that the Index will be determined,
maintained, constructed, reconstituted, rebalanced, composed, calculated or
disseminated accurately. The Adviser relies upon the Index Provider and its
agents to compile, determine, maintain, construct, reconstitute, rebalance,
compose, calculate (or arrange for an agent to calculate), and disseminate the
Index accurately. Any losses or costs associated with errors made by the Index
Provider or its agents generally will be borne by the Fund and its
shareholders.
•Limited
Operating History. The
Fund is a recently organized investment company with a limited operating
history. As a result, prospective investors have a limited track record or
history on which to base their investment decision.
•Market
Capitalization Risk
◦Large-Capitalization
Investing.
The securities of large-capitalization companies may be relatively mature
compared to smaller companies and therefore subject to slower growth during
times of economic expansion. Large-capitalization companies may also be unable
to respond quickly to new competitive challenges, such as changes in technology
and consumer tastes.
◦Mid-Capitalization
Investing. The
securities of mid-capitalization companies may be more vulnerable to adverse
issuer, market, political, or economic developments than securities of
large-capitalization companies, but they may also be subject to slower growth
than small-capitalization companies during times of economic expansion. The
securities of mid-capitalization companies generally trade in lower volumes and
are subject to greater and more unpredictable price changes than large
capitalization stocks or the stock market as a whole, but they may also be
nimbler and more responsive to new challenges than large-capitalization
companies. Some mid-capitalization companies have limited product lines,
markets, financial resources, and management personnel and tend to concentrate
on fewer geographical markets relative to large-capitalization
companies.
◦Small-Capitalization
Investing. The
securities of small-capitalization companies may be more vulnerable to adverse
issuer, market, political, or economic developments than securities of
larger-capitalization companies. The securities of small-capitalization
companies generally trade in lower volumes and are subject to greater and more
unpredictable price changes than larger capitalization stocks or the stock
market as a whole. Some small capitalization companies have limited product
lines, markets, and financial and managerial resources and tend to concentrate
on fewer geographical markets relative to larger capitalization companies. There
is typically less publicly available information concerning
smaller-capitalization
companies
than for larger, more established companies. Small-capitalization companies also
may be particularly sensitive to changes in interest rates, government
regulation, borrowing costs and earnings.
•Non-Diversification
Risk. The Fund is considered to be non-diversified,
which means that it may invest more of its assets in the securities of a single
issuer or a smaller number of issuers than if it were a diversified fund. As a
result, the Fund may be more exposed to the risks associated with and
developments affecting an individual issuer or a smaller number of issuers than
a fund that invests more widely. This may increase the Fund’s volatility and
cause the performance of a relatively smaller number of issuers to have a
greater impact on the Fund’s performance. However, the Fund intends to satisfy
the diversification requirements for qualifying as a regulated investment
company (a “RIC”) under Subchapter M of the Internal Revenue Code of 1986, as
amended (the “Code”).
•Passive
Investment Risk.
The Fund is not actively managed, and its sub-adviser would not sell a security
held by the Fund due to current or projected underperformance of the security,
industry, or sector, unless that security is removed from the Index or the
selling of that security is otherwise required upon a reconstitution or
rebalancing of the Index in accordance with the Index methodology.
•Sector
Risk. To
the extent the Fund invests more heavily in particular sectors of the economy,
its performance will be especially sensitive to developments that significantly
affect those sectors. The Fund may invest a significant portion of its assets in
the following sectors and, therefore, the performance of the Fund could be
negatively impacted by events affecting each of these sectors.
◦Consumer
Discretionary Sector Risk.
The success of consumer product manufacturers and retailers is tied closely to
the performance of domestic and international economies, interest rates,
exchange rates, competition, consumer confidence, changes in demographics and
consumer preferences. Companies in the consumer discretionary sector depend
heavily on disposable household income and consumer spending, and such companies
may be strongly affected by social trends and marketing campaigns. These
companies may be subject to severe competition, which may have an adverse impact
on their profitability.
◦Financial
Sector Risk. This
sector can be significantly affected by changes in interest rates, government
regulation, the rate of defaults on corporate, consumer and government debt, the
availability and cost of capital, and fallout from the housing and sub-prime
mortgage crisis. Insurance companies, in particular, may be significantly
affected by changes in interest rates, catastrophic events, price and market
competition, the imposition of premium rate caps, or other changes in government
regulation or tax law and/or rate regulation, which may have an adverse impact
on their profitability. This sector has experienced significant losses in the
recent past, and the impact of more stringent capital requirements and of recent
or future regulation on any individual financial company or on the sector as a
whole cannot be predicted. In recent years, cyber attacks and technology
malfunctions and failures have become increasingly frequent in this sector and
have caused significant losses.
◦Information
Technology Sector Risk. Market
or economic factors impacting information technology companies and companies
that rely heavily on technological advances could have a significant effect on
the value of the Fund’s investments. The value of stocks of information
technology companies and companies that rely heavily on technology is
particularly vulnerable to rapid changes in technology product cycles, rapid
product obsolescence, government regulation and competition, both domestically
and internationally, including competition from foreign competitors with lower
production costs. Stocks of information technology companies and companies that
rely heavily on technology, especially those of smaller, less-seasoned
companies, tend to be more volatile than the overall market. Information
technology companies are heavily dependent on patent and intellectual property
rights, the loss or impairment of which may adversely affect
profitability.
•Tracking
Error Risk. As
with all index funds, the performance of the Fund and its Index may differ from
each other for a variety of reasons. For example, the Fund incurs operating
expenses and portfolio transaction costs not incurred by the Index. In addition,
the Fund may not be fully invested in the securities of the Index at all times
or may hold securities not included in the Index.
Performance
Performance information for the Fund is not
included because the Fund did not have a full calendar year of performance prior
to the date of this Prospectus. In the future, performance
information for the Fund will be presented in this section. Updated performance
information will be available on the Fund’s website at www.defianceetfs.com.
Portfolio
Management
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Adviser |
Defiance
ETFs, LLC |
Sub-Adviser |
Penserra
Capital Management LLC (“Penserra” or the
“Sub-Adviser”) |
Portfolio
Managers |
Dustin
Lewellyn, CFA, Managing Director of Penserra; Ernesto Tong, CFA, Managing
Director of Penserra; and Anand Desai, Associate of Penserra have been
portfolio managers of the Fund since its inception in December
2021. |
Purchase
and Sale of Shares
Shares
are listed on the Exchange, and individual Shares may only be bought and sold in
the secondary market through brokers at market prices, rather than NAV. Because
Shares trade at market prices rather than NAV, Shares may trade at a price
greater than NAV (premium) or less than NAV (discount).
The
Fund issues and redeems Shares at NAV only in large blocks known as “Creation
Units,” which only APs (typically, broker-dealers) may purchase or redeem. The
Fund generally issues and redeems Creation Units in exchange for a portfolio of
securities and/or a designated amount of U.S. cash.
Investors
may incur costs attributable to the difference between the highest price a buyer
is willing to pay to purchase Shares (bid) and the lowest price a seller is
willing to accept for Shares (ask) when buying or selling Shares in the
secondary market (the “bid-ask spread”). Recent information about the Fund,
including its NAV, market price, premiums and discounts, and bid-ask spreads is
available on the Fund’s website at www.defianceetfs.com.
Tax
Information
Fund
distributions are generally taxable as ordinary income, qualified dividend
income, or capital gains (or a combination), unless your investment is in an
individual retirement account (“IRA”) or other tax-advantaged account.
Distributions on investments made through tax-deferred arrangements may be taxed
later upon withdrawal of assets from those accounts.
Financial
Intermediary Compensation
If
you purchase Shares through a broker-dealer or other financial intermediary
(such as a bank) (an “Intermediary”), the Adviser or its affiliates may pay
Intermediaries for certain activities related to the Fund, including
participation in activities that are designed to make Intermediaries more
knowledgeable about exchange traded products, including the Fund, or for other
activities, such as marketing, educational training or other initiatives related
to the sale or promotion of Shares. These payments may create a conflict of
interest by influencing the Intermediary and your salesperson to recommend the
Fund over another investment. Any such arrangements do not result in increased
Fund expenses. Ask your salesperson or visit the Intermediary’s website for more
information.
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DEFIANCE
INDXX
JUNIOR
SEMICONDUCTOR
ETF |
Investment Objective
The Defiance Indxx Junior
Semiconductor ETF (the “Fund” or the “Semiconductor ETF”) seeks to track the
total return performance, before fees and expenses, of the Indxx US Junior
Semiconductor Index (the “Index”).
Fees and Expenses of the Fund
The
following table describes the fees and expenses you may pay if you buy, hold,
and sell shares of the Fund (“Shares”). You
may pay other fees, such as brokerage commissions and other fees to financial
intermediaries, which are not reflected in the table and Example
below.
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Annual
Fund Operating Expenses
(expenses
that you pay each year as a percentage of the value of your
investment) |
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Management
Fees |
0.45% |
Distribution
and/or Service (12b-1) Fees |
0.00% |
Other
Expenses* |
0.00% |
Total
Annual Fund Operating Expenses |
0.45% |
*
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 had not commenced
operations as of December 31, 2021, portfolio turnover information is not
yet available.
Principal Investment Strategies
The
Fund uses a “passive management” (or indexing) approach to track the total
return performance, before fees and expenses, of the Index.
Indxx
US Junior Semiconductor Index
The
Index is a rules-based index that consists of a portfolio of the U.S.-listed
common stock of small capitalization (“junior”) companies belonging to the
Electronic Production Equipment or Semiconductors industries as defined by the
FactSet Revere Business Industry Classification Systems (“RBICS”) and that
derive a significant portion of their revenue from one or more of the following
activities (collectively, “Semiconductor Companies”):
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Integrated
Circuits |
Includes
activities of companies engaged in the development of a circuit of
transistors, resistors and condensers installed on a single semiconductor
wafer or chip. The components of a circuit are interconnected to perform a
specified purpose. |
Semiconductors |
Includes
activities of companies engaged in the production and assembly of
semiconductors and related equipment. |
Semiconductor
Technology |
Includes
activities of companies engaged in providing a range of semiconductor
solutions including, but not limited to, architecture, high-speed physical
and digital controller interface intellectual property (“IP”) cores,
security IP cores and IP protocols, and memory interface
chips. |
Semiconductor
Testing |
Includes
activities of companies engaged in providing various semiconductor testing
and measurement solutions to semiconductor companies. |
Semiconductor
Material Supplier |
Includes
activities of companies engaged in providing consumable materials to
semiconductor
manufacturers. |
At
the time of each semi-annual rebalance and reconstitution of the Index, Index
constituents must meet investibility requirements, including:
•a
market capitalization of at least $200 million ($160 million for current Index
constituents) but less than $5 billion;
•a
6-month average daily value traded greater than or equal to $2 million ($1.4
million for current Index constituents);
•having
been traded on 90% of the eligible trading days in the last 6 months (3 months
for recent initial public offerings without a 6-month history);
•a
free float (i.e.,
the proportion of shares that are publicly available) of at least 10%;
and
•a
trading price of not greater than $10,000.
The
Index is rebalanced and reconstituted semi-annually, effective after the close
of trading on the last trading day of each June and December (the “Rebalance
Date”). For each rebalance and reconstitution of the Index, Index constituents
are determined based on data as of the nearest Friday falling at least one month
before such Rebalance Date (the “Selection Date”), and weights are calculated
based on market capitalizations as of the sixth trading day prior to such
Rebalance Date. As of each Rebalance Date, each constituent is market
capitalization-weighted, subject to a maximum 8% and minimum 0.3% weight for
each constituent.
As
of March 31, 2022, the Index was composed of 28 constituents. The Index was
established in 2020 and is owned and maintained by Indxx, LLC (the “Index
Provider”). The Index Provider partnered with the Fund’s investment adviser to
co-develop the methodology used to determine the securities included in the
Index.
The
Fund’s Investment Strategy
Under
normal circumstances, the Fund invests at least 80% of its net assets (plus
borrowings for investment purposes) in junior Semiconductor Companies. For
purposes of the foregoing policy, the Fund defines “junior” companies to mean
companies with a market capitalization of less than $5 billion as of the most
recent rebalance or reconstitution of the Fund’s Index. Additionally, the Fund
defines “Semiconductor Companies” to be companies that were Semiconductor
Companies as of the Selection Date prior to the most recent rebalance or
reconstitution of the Index. The foregoing policy may be changed without
shareholder approval upon 60 days’ written notice to shareholders.
The
Fund will generally use a “replication” strategy to achieve its investment
objective, meaning the Fund will generally invest in all of the component
securities of the Index in the same approximate proportions as in the
Index. However, the Fund may use a “representative sampling” strategy, meaning
it may invest in a sample of the securities in the Index whose risk, return, and
other characteristics closely resemble the risk, return, and other
characteristics of the Index as a whole, when the Fund’s sub-adviser believes it
is in the best interests of the Fund (e.g.,
when replicating the Index involves practical difficulties or substantial costs,
an Index constituent becomes temporarily illiquid, unavailable, or less liquid,
or as a result of legal restrictions or limitations that apply to the Fund but
not to the Index).
The
Fund generally may invest in securities or other investments not included in the
Index, but which the Fund’s sub-adviser believes will help the Fund track the
Index. For example, the Fund may invest in securities that are not components of
the Index to reflect various corporate actions and other changes to the Index
(such as reconstitutions, additions, and deletions).
To
the extent the Index concentrates (i.e., holds more than 25% of its total assets)
in the securities of a particular industry or group of related industries, the
Fund will concentrate its investments to approximately the same extent as the
Index. The Index is expected to be concentrated in companies in the group of
Electronic Production Equipment and Semiconductors industries.
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
Funds.”
•Concentration
in Semiconductor Companies Risk. The
Fund’s investments will be concentrated in an industry or group of industries to
the extent that the Index is so concentrated. In such event, the value of the
Shares may rise and fall more than the value of shares of a fund that invests in
securities of companies in a broader range of industries. The Index is expected
to be concentrated in Semiconductor Companies. Semiconductor Companies are
subject to the cyclical nature of the semiconductor and semiconductor equipment
industry, so securities may fluctuate significantly and rapidly in price. In
addition, the companies in the semiconductor and semiconductor equipment
industry are involved in activities that have effects on the revenues and
operating results of the companies. These activities include the risks of rapid
obsolescence of products; substantial capital equipment
expenditures;
improper functioning of internal processes and information technology systems;
changes in industry standards or regulations; inability to meet customer demand;
unreliability of manufacturers and subcontractors to manufacture, assemble, and
test companies’ products; and disruptions in companies’ activities such as
acquisitions, divestures, strategic investments and partnerships. The research
and development efforts of these companies are focused on a limited number of
new technologies and products. Any delay in the development or discontinuation
of these technologies or products by companies in the industry, or their failure
to achieve market acceptance, may compromise the competitive position of
companies. These companies depend on intellectual property rights and may be
adversely affected by loss or impairment of these rights.
•Equity
Market Risk. The
equity securities held in the Fund’s portfolio may experience sudden,
unpredictable drops in value or long periods of decline in value. This may occur
because of factors that affect securities markets generally or factors affecting
specific issuers, industries, or sectors in which the Fund invests. Common
stocks are generally exposed to greater risk than other types of securities,
such as preferred stock and debt obligations, because common stockholders
generally have inferior rights to receive payment from issuers. In addition,
local, regional or global events such as war, including Russia’s invasion of
Ukraine, acts of terrorism, spread of infectious diseases or other public health
issues, recessions, rising inflation, or other events could have a significant
negative impact on the Fund and its investments. For example, the global
pandemic caused by COVID-19, a novel coronavirus, and the aggressive responses
taken by many governments, including closing borders, restricting international
and domestic travel, and the imposition of prolonged quarantines or similar
restrictions, has had negative impacts, and in many cases severe impacts, on
markets worldwide. The COVID-19 pandemic has caused prolonged disruptions to the
normal business operations of companies around the world and the impact of such
disruptions is hard to predict. Such events may affect certain geographic
regions, countries, sectors and industries more significantly than others. Such
events could adversely affect the prices and liquidity of the Fund’s portfolio
securities or other instruments and could result in disruptions in the trading
markets.
•ETF
Risks. The
Fund is an ETF, and, as a result of an ETF’s structure, it is exposed to the
following risks:
◦Authorized
Participants, Market Makers, and Liquidity Providers Concentration
Risk. The
Fund has a limited number of financial institutions that may act as Authorized
Participants (“APs”). In addition, there may be a limited number of market
makers and/or liquidity providers in the marketplace. To the extent either of
the following events occur, Shares may trade at a material discount to NAV and
possibly face delisting: (i) APs exit the business or otherwise become
unable to process creation and/or redemption orders and no other APs step
forward to perform these services, or (ii) market makers and/or liquidity
providers exit the business or significantly reduce their business activities
and no other entities step forward to perform their functions.
◦Costs
of Buying or Selling Shares.
Due to the costs of buying or selling Shares, including brokerage commissions
imposed by brokers and bid-ask spreads, frequent trading of Shares may
significantly reduce investment results and an investment in Shares may not be
advisable for investors who anticipate regularly making small investments.
◦Shares
May Trade at Prices Other Than NAV. As
with all ETFs, Shares may be bought and sold in the secondary market at market
prices. Although it is expected that the market price of Shares will approximate
the Fund’s NAV, there may be times when the market price of Shares is more than
the NAV intra-day (premium) or less than the NAV intra-day (discount) due to
supply and demand of Shares or during periods of market volatility. This risk is
heightened in times of market volatility, periods of steep market declines, and
periods when there is limited trading activity for Shares in the secondary
market, in which case such premiums or discounts may be significant.
◦Trading. Although
Shares are listed for trading on NYSE Arca, Inc. (the “Exchange”) and may be
traded on U.S. exchanges other than the Exchange, there can be no assurance that
Shares will trade with any volume, or at all, on any stock exchange. In stressed
market conditions, the liquidity of Shares may begin to mirror the liquidity of
the Fund’s underlying portfolio holdings, which can be significantly less liquid
than Shares, and this could lead to differences between the market price of the
Shares and the underlying value of those Shares.
•Index
Provider Risk. There
is no assurance that the Index Provider, or any agents that act on its behalf,
will compile the Index accurately, or that the Index will be determined,
maintained, constructed, reconstituted, rebalanced, composed, calculated or
disseminated accurately. The Adviser relies upon the Index Provider and its
agents to compile, determine, maintain, construct, reconstitute, rebalance,
compose, calculate (or arrange for an agent to calculate), and disseminate the
Index accurately. Any losses or costs associated with errors made by the Index
Provider or its agents generally will be borne by the Fund and its
shareholders.
•Market
Capitalization Risk
◦Mid-Capitalization
Investing. The
securities of mid-capitalization companies may be more vulnerable to adverse
issuer, market, political, or economic developments than securities of
large-capitalization companies, but they may also be subject to slower growth
than small-capitalization companies during times of economic expansion. The
securities of mid-capitalization companies generally trade in lower volumes and
are subject to greater and more unpredictable price changes than large
capitalization stocks or the stock market as a whole, but they may also be
nimbler and more responsive to new challenges than large-capitalization
companies. Some mid-capitalization companies have limited product lines,
markets, financial
resources,
and management personnel and tend to concentrate on fewer geographical markets
relative to large-capitalization companies.
◦Small-Capitalization
Investing. The
securities of small-capitalization companies may be more vulnerable to adverse
issuer, market, political, or economic developments than securities of
larger-capitalization companies. The securities of small-capitalization
companies generally trade in lower volumes and are subject to greater and more
unpredictable price changes than larger capitalization stocks or the stock
market as a whole. Some small capitalization companies have limited product
lines, markets, and financial and managerial resources and tend to concentrate
on fewer geographical markets relative to larger capitalization companies. There
is typically less publicly available information concerning
smaller-capitalization companies than for larger, more established companies.
Small-capitalization companies also may be particularly sensitive to changes in
interest rates, government regulation, borrowing costs and earnings.
•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 Internal Revenue Code of 1986, as
amended (the “Code”).
•Passive
Investment Risk.
The Fund is not actively managed, and its sub-adviser would not sell a security
held by the Fund due to current or projected underperformance of the security,
industry, or sector, unless that security is removed from the Index or the
selling of that security is otherwise required upon a reconstitution or
rebalancing of the Index in accordance with the Index methodology.
•Tracking
Error Risk. As
with all index funds, the performance of the Fund and its Index may differ from
each other for a variety of reasons. For example, the Fund incurs operating
expenses and portfolio transaction costs not incurred by the Index. In addition,
the Fund may not be fully invested in the securities of the Index at all times
or may hold securities not included in the Index.
Performance
Performance information for the Fund is not
included because the Fund did not have a full calendar year of performance prior
to the date of this Prospectus. In the future, performance
information for the Fund will be presented in this section. Updated performance
information will be available on the Fund’s website at www.defianceetfs.com.
Portfolio
Management
|
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|
Adviser |
Defiance
ETFs, LLC |
Sub-Adviser |
Penserra
Capital Management LLC (“Penserra” or the “Sub-Adviser”) |
Portfolio
Managers |
Dustin
Lewellyn, CFA, Managing Director of Penserra; Ernesto Tong, CFA, Managing
Director of Penserra; and Anand Desai, Senior Vice President of Penserra
have been portfolio managers of 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.defianceetfs.com.
Tax
Information
Fund
distributions are generally taxable as ordinary income, qualified dividend
income, or capital gains (or a combination), unless your investment is in an
individual retirement account (“IRA”) or other tax-advantaged account.
Distributions on investments made through tax-deferred arrangements may be taxed
later upon withdrawal of assets from those accounts.
Financial
Intermediary Compensation
If
you purchase Shares through a broker-dealer or other financial intermediary
(such as a bank) (an “Intermediary”), the Adviser or its affiliates may pay
Intermediaries for certain activities related to the Fund, including
participation in activities that are designed to make Intermediaries more
knowledgeable about exchange traded products, including the Fund, or for other
activities, such as marketing, educational training or other initiatives related
to the sale or promotion of Shares. These payments may create a conflict of
interest by influencing the Intermediary and your salesperson to recommend the
Fund over another investment. Any such arrangements do not result in increased
Fund expenses. Ask your salesperson or visit the Intermediary’s website for more
information.
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Defiance
Next Gen Conductivity ETF |
Investment Objective
The Defiance Next Gen
Conductivity ETF (the “Fund” or the “Conductivity ETF”) seeks to track the total
return performance, before fees and expenses, of the BITA Global Copper Miners
Index (the “Index”).
Fees and Expenses of the
Fund
The
following table describes the fees and expenses you may pay if you buy, hold,
and sell shares of the Fund (“Shares”). You
may pay other fees, such as brokerage commissions and other fees to financial
intermediaries, which are not reflected in the table and Example
below.
|
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|
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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% |
Total
Annual Fund Operating Expenses |
0.45% |
* 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 had not commenced
operations as of December 31, 2021, portfolio turnover information is not
yet available.
Principal Investment
Strategies
The
Fund uses a “passive management” (or indexing) approach to track the total
return performance, before fees and expenses, of the Index.
The
Index is a rules-based index that consists of common stocks or depositary
receipts of companies that derive at least 30% of their revenues or earnings
from copper exploration, mining, refining, and/or closely related activities
(e.g.,
royalties) (collectively, “Copper Companies”). Demand for copper comes from a
variety of industries, including manufacturing and construction, and it is
expected to play a significant role in the development of new or “next
generation” technologies such as electric vehicles and battery storage
technologies given copper’s high degree of conductivity (i.e.,
ability to conduct electricity). Copper Companies may also derive a significant
portion of their revenues or earnings from activities related to metals other
than copper. The Index may include companies in both developed and emerging
markets, and securities in the Index must be listed on a regulated stock
exchange in the form of shares tradable for foreign investors without
restrictions. To be included in the Index, an Index component must meet the
Index’s investibility and liquidity requirements, including a market
capitalization greater than or equal to US$150 million. The Index may include
small-, mid-, and large-capitalization companies.
The
Index is reconstituted and rebalanced semi-annually after the close of business
on the third Friday of each March and September, based on data as of the first
Friday of the applicable month. At the time of each reconstitution and rebalance
of the Index, the Index constituents are market capitalization-weighted, subject
to a maximum weight of 10% per issuer and a minimum weight of 0.5%.
Additionally, the aggregate weight of securities with a weight greater than 5%
is limited to 40%, and when such limit is reached, the remaining securities will
be subject to a maximum weight of 4.9%. Any excess or shortage of weight due to
the maximum or minimum thresholds, respectively, will be reallocated
proportionally to/from the unaffected securities.
As
of March 31, 2022, the Index was composed of 29 constituents. The Index is
expected to have significant exposure to non-U.S. currencies and countries
outside the United States, including Canada. The Index was established in 2021
and is owned and maintained by BITA GmbH (the “Index Provider”). The Index
Provider partnered with the Fund’s investment adviser to co-develop the
methodology used to determine the securities included in the
Index.
The
Fund will generally use a “replication” strategy to achieve its investment
objective, meaning the Fund will generally invest in all of the component
securities of the Index in the same approximate proportions as in the
Index. However, the Fund may use a “representative sampling” strategy, meaning
it may invest in a sample of the securities in the Index whose risk, return, and
other characteristics closely resemble the risk, return, and other
characteristics of the Index as a whole, when the Fund’s sub-adviser believes it
is in the best interests of the Fund (e.g.,
when
replicating the Index involves practical difficulties or substantial costs, an
Index constituent becomes temporarily illiquid, unavailable, or less liquid, or
as a result of legal restrictions or limitations that apply to the Fund but not
to the Index).
To
the extent the Index concentrates (i.e., holds more than 25% of its total assets)
in the securities of a particular industry or group of related industries, the
Fund will concentrate its investments to approximately the same extent as the
Index. The Index, and consequently the Fund, is expected to be concentrated in
the metals and mining industry. Additionally, as of March 31,
2022, the Index, and consequently the Fund, had significant exposure to
companies in Canada, although such companies may generate revenue from
operations located outside of such countries.
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
Funds.”
•Concentration
in Copper Companies Risk. The
Index, and consequently the Fund, is expected to concentrate its investments
(i.e.,
hold more than 25% of its total assets) in the securities of the metals and
mining industry. As a result, the value of the Fund’s shares may rise and fall
more than the value of shares of a fund that invests in securities of companies
in a broader range of industries. In addition, at times, the metals and mining
industry may be out of favor and underperform other industries or groups of
industries or the market as a whole. In such event, the value of the Shares may
rise and fall more than the value of shares of a fund that invests in securities
of companies in a broader range of industries.
The
Fund will be sensitive to changes in, and its performance will depend to a
greater extent on, the overall condition of the metals and mining industry.
Competitive pressures may have a significant effect on the financial condition
of companies in such industry. Also, such companies are highly dependent on the
price of certain precious metals (e.g., gold, silver, and platinum), as well as
copper. These prices may fluctuate substantially over short periods of time, so
the Fund’s Share price may be more volatile than other types of investments. The
prices of copper and precious metals rise and fall in response to many factors,
including: economic cycles; changes in inflation or expectations about inflation
in various countries; interest rates; currency fluctuations; metal sales by
governments, central banks, or international agencies; investment speculation;
resource availability; fluctuations in industrial and commercial supply and
demand; government regulation of the metals and materials industries; and
government prohibitions or restrictions on the private ownership of certain
precious and rare metals. The Index measures the performance of equity
securities of Copper Companies and does not measure the performance of direct
investment in copper metal. Consequently, the Fund’s Share price may not move in
the same direction and to the same extent as the spot prices of copper metal. In
addition, the Russian invasion of Ukraine and the resulting sanctions by Western
countries on Russia, as well as retaliatory measures by Russia, may have a
significant impact on Copper Companies. Bans on copper imports from Russia by
certain Western countries may increase copper prices, disrupt supply chains, and
impact the overall demand for the metal.
•Currency
Exchange Rate Risk.
The Fund may invest a relatively large percentage of its assets in investments
denominated in non-U.S. currencies or in securities that provide exposure to
such currencies. Changes in currency exchange rates and the relative value of
non-U.S. currencies will affect the value of the Fund’s investment and the value
of your Shares. Currency exchange rates can be very volatile and can change
quickly and unpredictably. As a result, the value of an investment in the Fund
may change quickly and without warning and you may lose money.
•Depositary
Receipt Risk. Depositary
receipts involve risks similar to those associated with investments in foreign
securities, such as changes in political or economic conditions of other
countries and changes in the exchange rates of foreign currencies. Depositary
receipts listed on U.S. exchanges are issued by banks or trust companies and
entitle the holder to all dividends and capital gains that are paid out on the
underlying foreign shares (“Underlying Shares”). When the Fund invests in
depositary receipts as a substitute for an investment directly in the Underlying
Shares, the Fund is exposed to the risk that the depositary receipts may not
provide a return that corresponds precisely with that of the Underlying Shares.
•Emerging
Markets Risk.
The Fund may invest in companies organized in emerging market nations.
Investments in securities and instruments traded in developing or emerging
markets, or that provide exposure to such securities or markets, can involve
additional risks relating to political, economic, or regulatory conditions not
associated with investments in U.S. securities and
instruments
or investments in more developed international markets. Such conditions may
impact the ability of the Fund to buy, sell or otherwise transfer securities,
adversely affect the trading market and price for Shares and cause the Fund to
decline in value.
•Equity
Market Risk. The
equity securities held in the Fund’s portfolio may experience sudden,
unpredictable drops in value or long periods of decline in value. This may occur
because of factors that affect securities markets generally or factors affecting
specific issuers, industries, or sectors in which the Fund invests. Common
stocks are generally exposed to greater risk than other types of securities,
such as preferred stock and debt obligations, because common stockholders
generally have inferior rights to receive payment from issuers. In addition,
local, regional or global events such as war, including Russia’s invasion of
Ukraine, acts of terrorism, spread of infectious diseases or other public health
issues, recessions, rising inflation, or other events could have a significant
negative impact on the Fund and its investments. For example, the global
pandemic caused by COVID-19, a novel coronavirus, and the aggressive responses
taken by many governments, including closing borders, restricting international
and domestic travel, and the imposition of prolonged quarantines or similar
restrictions, has had negative impacts, and in many cases severe impacts, on
markets worldwide. The COVID-19 pandemic has caused prolonged disruptions to the
normal business operations of companies around the world and the impact of such
disruptions is hard to predict. Such events may affect certain geographic
regions, countries, sectors and industries more significantly than others. Such
events could adversely affect the prices and liquidity of the Fund’s portfolio
securities or other instruments and could result in disruptions in the trading
markets.
•ETF
Risks. The
Fund is an ETF, and, as a result of an ETF’s structure, it is exposed to the
following risks:
◦Authorized
Participants, Market Makers, and Liquidity Providers Concentration
Risk. The
Fund has a limited number of financial institutions that may act as Authorized
Participants (“APs”). In addition, there may be a limited number of market
makers and/or liquidity providers in the marketplace. To the extent either of
the following events occur, Shares may trade at a material discount to NAV and
possibly face delisting: (i) APs exit the business or otherwise become
unable to process creation and/or redemption orders and no other APs step
forward to perform these services, or (ii) market makers and/or liquidity
providers exit the business or significantly reduce their business activities
and no other entities step forward to perform their functions.
◦Costs
of Buying or Selling Shares.
Due to the costs of buying or selling Shares, including brokerage commissions
imposed by brokers and bid-ask spreads, frequent trading of Shares may
significantly reduce investment results and an investment in Shares may not be
advisable for investors who anticipate regularly making small investments.
◦Shares
May Trade at Prices Other Than NAV. As
with all ETFs, Shares may be bought and sold in the secondary market at market
prices. Although it is expected that the market price of Shares will approximate
the Fund’s NAV, there may be times when the market price of Shares is more than
the NAV intra-day (premium) or less than the NAV intra-day (discount) due to
supply and demand of Shares or during periods of market volatility. This risk is
heightened in times of market volatility, periods of steep market declines, and
periods when there is limited trading activity for Shares in the secondary
market, in which case such premiums or discounts may be significant. Because
securities held by the Fund may trade on foreign exchanges that are closed when
the Fund’s primary listing exchange is open, there are likely to be deviations
between the current price of a security and the security’s last quoted price
from the closed foreign market. This may result in premiums and discounts that
are greater than those experienced by domestic ETFs.
◦Trading. Although
Shares are listed for trading on NYSE Arca, Inc. (the “Exchange”) and may be
traded on U.S. exchanges other than the Exchange, there can be no assurance that
Shares will trade with any volume, or at all, on any stock exchange. In stressed
market conditions, the liquidity of Shares may begin to mirror the liquidity of
the Fund’s underlying portfolio holdings, which can be significantly less liquid
than Shares, and this could lead to differences between the market price of the
Shares and the underlying value of those Shares.
•Foreign
Securities Risk.
Investments in non-U.S. securities involve certain risks that may not be present
with investments in U.S. securities. For example, investments in non-U.S.
securities may be subject to risk of loss due to foreign currency fluctuations
or to political or economic instability. There may be less information publicly
available about a non-U.S. issuer than a U.S. issuer. Non-U.S. issuers may be
subject to different accounting, auditing, financial reporting and investor
protection standards than U.S. issuers. Investments in non-U.S. securities may
be subject to withholding or other taxes and may be subject to additional
trading, settlement, custodial, and operational risks. With respect to certain
countries, there is the possibility of government intervention and expropriation
or nationalization of assets. Because legal systems differ, there is also the
possibility that it will be difficult to obtain or enforce legal judgments in
certain countries. Since foreign exchanges may be open on days when the Fund
does not price its Shares, the value of the securities in the Fund’s portfolio
may change on days when shareholders will not be able to purchase or sell the
Shares. Conversely, Shares may trade on days when foreign exchanges are closed.
Each of these factors can make investments in the Fund more volatile and
potentially less liquid than other types of investments.
•Geographic
Investment Risk.
To
the extent that the Fund invests a significant portion of its assets in the
securities of companies of a single country or region, it is more likely to be
impacted by events or conditions affecting that country or region. For example,
political and economic conditions and changes in regulatory, tax, or economic
policy in a country could significantly affect the market in that country and in
surrounding or related countries and have a negative impact on the Fund’s
performance.
Currency
developments or restrictions, political and social instability, and changing
economic conditions have resulted in significant market volatility.
◦Risks
of Investing in Canada.
Because investments in the metals and mining industry may be geographically
concentrated in Canadian companies or companies that have a significant presence
in Canada, investment results could be dependent on the financial condition of
the Canadian economy. The Canadian economy is reliant on the sale of natural
resources and commodities, which can pose risks such as the fluctuation of
prices and the variability of demand for exportation of such products. Changes
in spending on Canadian products by the economies of other countries or changes
in any of these economies may cause a significant impact on the Canadian
economy.
•Index
Methodology Risk.
The Index may not include all Copper Companies around the globe because the
Index includes only those Copper Companies meeting the Index criteria, including
liquidity and market capitalization requirements. In addition, companies that
would otherwise be included in the Index might be excluded from the Index if
they omit disclosure of their revenues from copper-related activities in
regulatory filings or otherwise keep such work hidden from public (and the Index
Provider’s) view.
•Index
Provider Risk. There
is no assurance that the Index Provider, or any agents that act on its behalf,
will compile the Index accurately, or that the Index will be determined,
maintained, constructed, reconstituted, rebalanced, composed, calculated or
disseminated accurately. The Adviser relies upon the Index Provider and its
agents to compile, determine, maintain, construct, reconstitute, rebalance,
compose, calculate (or arrange for an agent to calculate), and disseminate the
Index accurately. Any losses or costs associated with errors made by the Index
Provider or its agents generally will be borne by the Fund and its
shareholders.
•Market
Capitalization Risk.
◦Large-Capitalization
Investing.
The securities of large-capitalization companies may be relatively mature
compared to smaller companies and therefore subject to slower growth during
times of economic expansion. Large-capitalization companies may also be unable
to respond quickly to new competitive challenges, such as changes in technology
and consumer tastes.
◦Mid-Capitalization
Investing. The
securities of mid-capitalization companies may be more vulnerable to adverse
issuer, market, political, or economic developments than securities of
large-capitalization companies, but they may also be subject to slower growth
than small-capitalization companies during times of economic expansion. The
securities of mid-capitalization companies generally trade in lower volumes and
are subject to greater and more unpredictable price changes than large
capitalization stocks or the stock market as a whole, but they may also be
nimbler and more responsive to new challenges than large-capitalization
companies. Some mid-capitalization companies have limited product lines,
markets, financial resources, and management personnel and tend to concentrate
on fewer geographical markets relative to large-capitalization
companies.
◦Small-Capitalization
Investing. The
securities of small-capitalization companies may be more vulnerable to adverse
issuer, market, political, or economic developments than securities of
larger-capitalization companies. The securities of small-capitalization
companies generally trade in lower volumes and are subject to greater and more
unpredictable price changes than larger capitalization stocks or the stock
market as a whole. Some small capitalization companies have limited product
lines, markets, and financial and managerial resources and tend to concentrate
on fewer geographical markets relative to larger capitalization companies. There
is typically less publicly available information concerning
smaller-capitalization companies than for larger, more established companies.
Small-capitalization companies also may be particularly sensitive to changes in
interest rates, government regulation, borrowing costs and earnings.
•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 Internal Revenue Code of 1986, as
amended (the “Code”).
•Passive
Investment Risk.
The Fund is not actively managed, and its sub-adviser would not sell a security
held by the Fund due to current or projected underperformance of the security,
industry, or sector, unless that security is removed from the Index or the
selling of that security is otherwise required upon a reconstitution or
rebalancing of the Index in accordance with the Index
methodology.
•Tracking
Error Risk. As
with all index funds, the performance of the Fund and its Index may differ from
each other for a variety of reasons. For example, the Fund incurs operating
expenses and portfolio transaction costs not incurred by the Index. In addition,
the Fund may not be fully invested in the securities of the Index at all times
or may hold securities not included in the Index.
Performance
Performance information for the Fund is not
included because the Fund 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.defianceetfs.com.
Portfolio
Management
|
|
|
|
|
|
Adviser |
Defiance
ETFs, LLC |
Sub-Adviser |
Penserra
Capital Management LLC (“Penserra” or the
“Sub-Adviser”) |
Portfolio
Managers |
Dustin
Lewellyn, CFA, Managing Director of Penserra; Ernesto Tong, CFA, Managing
Director of Penserra; and Anand Desai, Associate of Penserra have been
portfolio managers of the Fund since its
inception. |
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.defianceetfs.com.
Tax
Information
Fund
distributions are generally taxable as ordinary income, qualified dividend
income, or capital gains (or a combination), unless your investment is in an
individual retirement account (“IRA”) or other tax-advantaged account.
Distributions on investments made through tax-deferred arrangements may be taxed
later upon withdrawal of assets from those accounts.
Financial
Intermediary Compensation
If
you purchase Shares through a broker-dealer or other financial intermediary
(such as a bank) (an “Intermediary”), the Fund’s investment adviser, 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
INDEXES
Each
Index is calculated by an independent third-party calculation agent that is not
affiliated with the applicable Fund or its Adviser, Sub-Adviser, distributor,
Index Provider, or any of their affiliates. Each Fund’s Index Provider is not
affiliated with the Funds’ Adviser, Sub-Adviser, administrator, or distributor.
Each Index was created for the purpose of being licensed for use by the
applicable Fund.
BlueStar
Quantum Computing and Machine Learning Index
The
BlueStar Quantum Computing and Machine Learning Index consists of a modified
equal-weighted portfolio of the stock of companies that derive at least 50% of
their annual revenue or operating activity from the development of quantum
computing and machine learning technology. “Quantum computing” refers to
hardware and software designed to take advantage of extremely fast computers
that leverage the field of quantum mechanics, a branch of physics dealing with
particles and the complexities in which they naturally behave. Quantum computers
are capable of processing multiple pieces of information at the smallest
particle level, as opposed to traditional computers, whose smallest unit of data
(a “bit”) can only be a zero or a one. “Machine learning” refers to technologies
that enable a computer to “learn” from data it has processed to incorporate
different assumptions or past experience into future computations or
analyses.
In
determining the companies included in the Index at the time of each rebalance
and reconstitution of the Index, the largest eligible companies by market
capitalization are included until 98.5% of the market capitalization of such
eligible companies is included in the Index, plus any companies already included
in the Index whose market capitalization is in the top 99.5% of the market
capitalization of eligible companies. In addition, all companies that meet the
Index’s eligibility requirements and have at least 50% of their annual revenue
or operating activity from quantum computing-related products or activities will
be selected. If such rules result in fewer than 70 Index components, the largest
remaining eligible companies are selected until the number of components reaches
70.
Indxx
SPAC & NextGen IPO Index
The
Index is reconstituted annually after the close of business on the last trading
day of each July and rebalanced quarterly after the close of business on the
last trading day of each January, April, July, and October. The determination of
the securities that will comprise the Index as of each reconstitution are
determined based on data as of the close of business on the nearest Friday
falling at least one month before such reconstitution. The weight of each Index
constituent at the time of each reconstitution or rebalance of the Index is
calculated at the close of the fourth trading day (three trading days prior) to
the date of such reconstitution or rebalance of the Index.
The
Index provider conducts a monthly corporate governance review of Index
constituents based on their public filings and press releases. Based on such
reviews, a constituent may be removed from the Index in the Index Provider’s
sole discretion if regulatory investigations or cases related to the
constituent’s business operations or financial transactions have been decided
against the company or the constituent has admitted to its violation of
applicable local/national corporate laws. Such constituents will continue to
remain in the Index if they have announced that they have rectified the
violation(s) (e.g.,
paid a fine, entered into a settlement agreement, or shut down applicable
operations). A security removed from the Index in consideration of corporate
governance issues may be added back to the Index following subsequent corporate
governance reviews if the constituent has announced that it has rectified the
violation(s). The removal of a constituent from the Index based on a corporate
governance review will become effective on the close of business on the last
trading day of the applicable month, and the Index weight of a company removed
will be allocated among remaining Index constituents in the proportion of their
weights prior to such removal.
BlueStar
Global Hotels, Airlines, and Cruises Index
Companies
listed on the following exchanges are not eligible for inclusion in the Index:
Bahrain, China (domestic market), India, Kuwait, Oman, Qatar, Saudi Arabia,
United Arab Emirates, Russia, Turkey, Vietnam, or South American or Central
American exchanges.
At
the time of each semi-annual reconstitution of the Index, Travel Companies
meeting the Investibility Requirements are added to the Index based on their
free-float market capitalization (from largest to smallest) until their
aggregate free-float market capitalization is at least 95% of the free-float
market capitalization of all Travel Companies meeting the Investibility
Requirements with at least 25 Travel Companies. If such rules result in fewer
than 25 Index components, the largest remaining eligible companies are selected
until the number of components reaches 25.
BITA
NFT and Blockchain Select Index
To
be eligible for inclusion in the BITA NFT and Blockchain Select Index,
securities must be publicly listed in regulated and recognized global exchanges
in the form of shares tradable for foreign investors without restrictions.
Additionally, securities must be issued by a company incorporated in one of the
following countries or jurisdictions: Australia, Austria, Belgium, Bermuda,
Bulgaria, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland, Italy,
Japan, Latvia, Luxembourg, Netherlands, New Zealand, Norway, Philippines,
Singapore, South Africa, Spain, Sweden, Switzerland, Thailand, United Kingdom,
United States of America, Uruguay, and Zambia.
Companies
included in the Index may earn a substantial portion of the revenue from a
country or countries other than the country in which such company’s shares are
listed.
ADDITIONAL
INFORMATION
ABOUT
THE
FUNDS
Investment
Objectives
Each
Fund’s investment objective has been adopted as a non-fundamental investment
policy and may be changed without shareholder approval upon written notice to
shareholders.
Principal
Investment Risks
This
section provides additional information regarding the principal risks described
in each Fund Summary. As in each Fund Summary, the principal risks below are
presented in alphabetical order to facilitate finding particular risks and
comparing them with other funds. Each risk described below is considered a
“principal risk” of investing in the applicable Fund, regardless of the order in
which it appears. Each of the factors below could have a negative impact on the
applicable Fund’s performance and trading prices.
•5G
Investment Risk
(Connectivity ETF only). Companies
across a wide variety of industries, primarily in the technology sector, are
exploring the possible applications of 5G technologies. The extent of such
technologies’ versatility has not yet been fully explored. Consequently, the
Fund’s holdings may include equity securities of operating companies that focus
on or have exposure to a wide variety of industries, and the economic fortunes
of certain companies held by the Fund may not be significantly tied to such
technologies. Currently, there are few public companies for which 5G
technologies represent an attributable and significant revenue or profit stream,
and such technologies may not ultimately have a material effect on the economic
returns of companies in which the Fund invests.
•Associated
Risks of Investments in SPACs
(SPAC
ETF only).
The
Fund invests in equity securities of SPACs, which raise assets to seek potential
acquisition opportunities. Unless and until an acquisition is completed, a SPAC
generally invests its assets in U.S. government securities, money market
securities, and cash. If an acquisition that meets the requirements for the SPAC
is not completed within a pre-established period of time (e.g.,
two years), the invested funds are returned to the entity’s shareholders.
Because SPACs have no operating history or ongoing business other than seeking
acquisitions, the value of their securities is particularly dependent on the
ability of the entity’s management to identify and complete a profitable
acquisition. Public stockholders of SPACs may not be afforded a meaningful
opportunity to vote on a proposed initial business combination because certain
stockholders, including stockholders affiliated with the management of the SPAC,
may have sufficient voting power, and a financial incentive, to approve such a
transaction without support from public stockholders. As a result, a SPAC may
complete a business combination even though a majority of its public
stockholders do not support such a combination. There is no guarantee that the
SPACs in which the Fund invests will complete an acquisition or that any
acquisitions that are completed will be profitable. Some SPACs may pursue
acquisitions only within certain industries or regions, which may increase the
volatility of their prices. SPACs may also encounter intense competition from
other entities having a similar business objective, such as private investors or
investment vehicles and other SPACs, competing for the same acquisition
opportunities, which could make completing an attractive business combination
more difficult. In addition, SPACs have been the subject of recent regulatory
scrutiny, and the SEC recently proposed new rules to enhance disclosure and
investor protection in initial public offerings by SPACs, and in business
combination transactions involving shell companies, such as SPACs, which, if
adopted, could have a significant impact on the Fund and its
holdings.
•Associated
Risks of SPAC-Derived Companies
(SPAC
ETF only).
The Fund invests in companies that are derived from a SPAC. These companies may
be unseasoned and lack a trading history, a track record of reporting to
investors, and widely available research coverage. SPAC-derived companies are
thus often subject to extreme price volatility and speculative trading. These
stocks may have above-average price appreciation in connection with a potential
business combination with a SPAC prior to inclusion in the Index. The price of
stocks included in the Index may not continue to appreciate and the performance
of these stocks may not replicate the performance exhibited in the past. In
addition, SPAC-derived companies may share similar illiquidity risks of private
equity and venture capital. The free float shares held by the public in a
SPAC-derived company are typically a small percentage of the market
capitalization. The ownership of many SPAC-derived companies often includes
large holdings by venture capital and private equity investors who seek to sell
their shares in the public market in the months following a business combination
transaction when shares restricted by lock-up are released, causing greater
volatility and possible downward pressure during the time that locked-up shares
are released.
•Capital
Controls and Sanctions Risk (Connectivity
ETF, Quantum ETF, and Travel ETF only).
Economic
conditions, such as volatile currency exchange rates and interest rates,
political events, military action and other conditions, may, without prior
warning, lead to government intervention (including intervention by the U.S.
government with respect to foreign governments, economic sectors, foreign
companies and related securities and interests) and the imposition of capital
controls and/or sanctions, which may also include retaliatory actions of one
government against another government, such as seizure of assets. Capital
controls and/or sanctions include the prohibition of, or restrictions on, the
ability to transfer currency, securities or other assets. Levies may be placed
on profits repatriated by foreign entities (such as the Fund). Capital controls
and/or sanctions may also
impact
the ability of the Fund to buy, sell or otherwise transfer securities or
currency, negatively impact the value and/or liquidity of such instruments,
adversely affect the trading market and price for Shares, and cause the Fund to
decline in value.
•Concentration
Risk (Quantum
ETF, Connectivity ETF, and SPAC ETF only).
The
Fund’s investments will be concentrated in an industry or group of industries to
the extent that the Index is so concentrated. In such event, the value of the
Shares may rise and fall more than the value of shares of a fund that invests in
securities of companies in a broader range of industries.
•Concentration
in Digital Revolution Companies Risk
(Digital
Revolution ETF only).
The
Index, and consequently the Fund, is expected to concentrate its investments
(i.e.,
hold more than 25% of its total assets) in the securities of Digital Revolution
Companies. As a result, the value of the Fund’s shares may rise and fall more
than the value of shares of a fund that invests in securities of companies in a
broader range of industries. In addition, at times, Digital Revolution Companies
may be out of favor and underperform other industries or groups of industries or
the market as a whole. In such event, the value of the Shares may rise and fall
more than the value of shares of a fund that invests in securities of companies
in a broader range of industries. An investment in a Digital Revolution Company
may be subject to the following risks:
◦Blockchain
technology is new and many of its uses may be untested.
The mechanics of using blockchain technology to transact in digital or other
types of assets, such as securities or derivatives, is relatively new and
untested. There is no assurance that widespread adoption will occur. A lack of
expansion in the usage of blockchain technology could adversely affect Digital
Revolution Companies. A breach to one blockchain could cause investors, and the
public generally, to lose trust in blockchain technology and increase reluctance
to issue and invest in assets recorded on blockchains. Furthermore, blockchain
technology is subject to a rapidly-evolving regulatory landscape in the United
States and in other countries, which might include security, privacy, or other
regulatory concerns that could require changes to blockchain
networks.
◦Theft,
loss or destruction.
Transacting on a blockchain depends in part specifically on the use of
cryptographic keys that are required to access a user’s account (or “wallet”).
The theft, loss, or destruction of these keys could adversely affect a user’s
ownership claims over an asset or a company’s business or operations if it was
dependent on the blockchain.
◦Competing
platforms, technologies, and patents.
The development and acceptance of competing platforms or technologies may cause
consumers or investors to use an alternative to blockchains. Further, if one or
more other persons, companies or organizations has or obtains a valid patent
covering technology critical to the operation of one or more of a Digital
Revolution Company’s business lines, there can be no guarantee that such an
entity would be willing to license such technology at acceptable prices or at
all, which could have a material adverse effect on the Digital Revolution
Company’s business, financial condition and results of operations. Moreover, if
for any reason a Digital Revolution Company were to fail to comply with its
obligations under an applicable agreement, it may be unable to operate, which
would also have a material adverse effect on that Digital Revolution Company’s
business, financial condition and results of operations. Due to the
fundamentally open-source nature of blockchain technology, a Digital Revolution
Company may not always be able to determine that it is using or accessing
protected information or software. For example, there could be issued patents of
which a Digital Revolution Company is not aware that its products infringe.
Moreover, patent applications are in some cases maintained in secrecy until
patents are issued. The publication of discoveries in scientific or patent
literature frequently occurs substantially later than the date on which the
underlying discoveries were made and patent applications were filed. Because
patents can take many years to issue, there may currently be pending
applications of which a Digital Revolution Company is unaware that may later
result in issued patents that its products infringe. A Digital Revolution
Company could expend significant resources defending against patent infringement
and other intellectual property right claims, which could require it to divert
resources away from operations. Any damages a Digital Revolution Company is
required to pay or injunctions against its continued use of such intellectual
property in resolution of such claims may cause a material adverse effect to its
business, financial condition and results of operations.
◦Cyber
security incidents.
Cyber security incidents may compromise an issuer, its operations, or its
business. Cyber security incidents may also specifically target a user’s
transaction history, digital assets, or identity, thereby leading to privacy
concerns. In addition, certain features of blockchain technology, such as
decentralization, open source protocol, and reliance on peer-to-peer
connectivity, may increase the risk of fraud or cyber-attack by potentially
reducing the likelihood of a coordinated response. Additionally, blockchain
functionality relies on the Internet. A significant disruption of Internet
connectivity affecting large numbers of users or geographic areas could impede
the functionality of blockchain technologies.
◦Key
personnel risk.
Digital Revolution Companies rely on highly skilled financial service
professionals and software engineers. Because of competition from other firms,
Digital Revolution Companies may face difficulties in recruiting and retaining
professionals of a caliber consistent with their business strategy in the
future. The inability to successfully identity and retain qualified
professionals could materially and adversely affect the growth, operations, or
financial condition of the company.
◦Lack
of liquid markets, and possible manipulation of blockchain-based assets.
Digital
assets that are represented and trade on a blockchain may not necessarily
benefit from viable trading markets. Stock exchanges have listing requirements
and vet issuers, and perhaps users. These conditions may not necessarily be
replicated on a blockchain, depending on the platform’s controls and other
policies. The more lenient a blockchain is about vetting issuers of digital
assets or users that transact on the
platform,
the higher the potential risk for fraud or the manipulation of digital assets.
These factors may decrease liquidity or volume, or increase volatility of
digital securities or other assets trading on a blockchain.
◦Lack
of regulation.
Digital commodities and their associated platforms are largely unregulated, and
the regulatory environment is rapidly evolving. Because blockchain technology
works by having every transaction build on every other transaction, participants
can self-police any corruption, which can mitigate the need to depend on the
current level of legal or government safeguards to monitor and control the flow
of business transactions. As a result, companies engaged in such blockchain
activities may be exposed to adverse regulatory action, fraudulent activity, or
even failure. There can be no guarantee that future regulation of blockchain
technology or cryptocurrencies will not have a negative impact on the value of
such technologies and of the companies in the which the Fund
invests.
◦Network
amendment risk.
Significant contributors to all or any cryptocurrency network could propose
amendments to the respective network’s protocols and software that, if accepted
and authorized by such network, could adversely affect a Digital Revolution
Company. For example, with respect to the bitcoin network, a small group of
individuals contribute to the bitcoin network’s source code. Those individuals
can propose refinements or improvements to the bitcoin network’s source code
through one or more software upgrades that alter the protocols and software that
govern the bitcoin network and the properties of bitcoin, including the
irreversibility of transactions and limitations on the mining of new bitcoin.
Proposals for upgrades and discussions relating thereto take place on online
forums. For example, there is an ongoing debate regarding altering the
blockchain by increasing the size of blocks to accommodate a larger volume of
transactions. Although some proponents support an increase, other market
participants oppose an increase to the block size as it may deter miners from
confirming transactions and concentrate power into a smaller group of miners. To
the extent that a significant majority of the users and miners on the bitcoin
network install such software upgrade(s), the bitcoin network would be subject
to new protocols and software that may adversely affect Digital Revolution
Companies. In the event a developer or group of developers proposes a
modification to the bitcoin network that is not accepted by a majority of miners
and users, but that is nonetheless accepted by a substantial plurality of miners
and users, two or more competing and incompatible blockchain implementations
could result. This is known as a “hard fork.” In such a case, the “hard fork” in
the blockchain could materially and adversely affect the perceived value of
digital assets as reflected on one or both incompatible blockchains, which may
adversely affect Digital Revolution Companies.
◦NFT
Ecosystem Company Risk.
The value of NFTs may decline for short or long periods of time and may be
volatile due to factors such as the desirability of the particular NFT, the
availability of other similar NFTs, the accessibility of the blockchain used by
the NFT, and general risks applicable to Digital Revolution Companies. NFTs are
also subject to risks of any collectible including changes in collector
preferences, changes in the supply and demand for related NFTs, and the author’s
reputation in the industry. Volatility in the value of NFTs may have a material
adverse effect on a Digital Revolution Company’s business, financial condition,
and results of operation.
◦Third
party product defects or vulnerabilities.
Where blockchain systems are built using third party products, those products
may contain technical defects or vulnerabilities beyond a company’s control.
Open-source technologies that are used to build a blockchain application, may
also introduce defects and vulnerabilities.
◦Reliance
on cryptocurrency.
Digital Revolution Companies rely heavily on the success of the digital currency
industry, the development and acceptance of which is subject to a variety of
factors that are difficult to evaluate. Cryptocurrencies (also referred to as
“virtual currencies” and “digital currencies”) are digital assets designed to
act as a medium of exchange. Cryptocurrency is an emerging asset class. There
are thousands of cryptocurrencies, the most well-known of which is bitcoin.
Cryptocurrency generally operates without a central authority (such as a bank)
and is not backed by any government. Cryptocurrency is not legal tender.
Federal, state and/or foreign governments may restrict the use and exchange of
cryptocurrency, and regulation in the United States is still developing. The
market price of bitcoin has been subject to extreme fluctuations. Similar to
fiat currencies (i.e.,
a currency that is backed by a central bank or a national, supra-national or
quasi-national organization), cryptocurrencies are susceptible to theft, loss,
and destruction. Cryptocurrency exchanges and other trading venues on which
cryptocurrencies trade are relatively new and, in most cases, largely
unregulated and may therefore be more exposed to fraud and failure than
established, regulated exchanges for securities, derivatives and other
currencies. Cryptocurrency exchanges may stop operating or permanently shut down
due to fraud, technical glitches, hackers, or malware, which may also affect
volatility. Cryptocurrency volatility may have a material adverse effect on a
Digital Revolution Company’s business, financial condition, and results of
operation.
◦Line
of business risk.
Some Digital Revolution Companies are engaged in other lines of business
unrelated to blockchain and these lines of business could adversely affect their
operating results. The operating results of these companies may fluctuate as a
result of these additional risks and events in the other lines of business. In
addition, a company’s ability to engage in new activities may expose it to
business risks with which it has less experience than it has with the business
risks associated with its traditional businesses. Despite a company’s possible
success in activities linked to its use of blockchain, there can be no assurance
that the other lines of business in which these companies are engaged will not
have an adverse effect on a company’s business or financial
condition.
•Concentration
in Copper Companies Risk (Conductivity
ETF only). The
Index, and consequently the Fund, is expected to concentrate its investments
(i.e.,
hold more than 25% of its total assets) in the securities of the metals and
mining industry. As a result, the value of the Fund’s shares may rise and fall
more than the value of shares of a fund that invests in securities of companies
in a broader range of industries. In addition, at times, the metals and mining
industry may be out of favor and underperform other industries or groups of
industries or the market as a whole. In such event, the value of the Shares may
rise and fall more than the value of shares of a fund that invests in securities
of companies in a broader range of industries.
The
Fund will be sensitive to changes in, and its performance will depend to a
greater extent on, the overall condition of the metals and mining industry.
Competitive pressures may have a significant effect on the financial condition
of companies in such industry. Also, such companies are highly dependent on the
price of certain precious metals, as well as copper. These prices may fluctuate
substantially over short periods of time, so the Fund’s Share price may be more
volatile than other types of investments. The prices of copper and precious
metals rise and fall in response to many factors, including: economic cycles;
changes in inflation or expectations about inflation in various countries;
interest rates; currency fluctuations; metal sales by governments, central
banks, or international agencies; investment speculation; resource availability;
fluctuations in industrial and commercial supply and demand; government
regulation of the metals and materials industries; and government prohibitions
or restrictions on the private ownership of certain precious and rare metals.
The Index measures the performance of equity securities of Copper Companies and
does not measure the performance of direct investment in copper metal.
Consequently, the Fund’s Share price may not move in the same direction and to
the same extent as the spot prices of copper metal. In addition, the Russian
invasion of Ukraine and the resulting Russian sanctions by Western countries,
including the United States, Canada, European Union, Japan, United Kingdom, and
others, as well as retaliatory measures by Russia, may have a significant impact
on Copper Companies. Bans on copper imports from Russia by certain Western
countries may increase copper prices, disrupt supply chains, and impact the
overall demand for the metal.
•Concentration
in Hydrogen and Fuel Cell Companies Risk
(Next
Gen H2 ETF only).
The
Fund’s investments will be concentrated in an industry or group of industries to
the extent that the Index is so concentrated. In such event, the value of the
Shares may rise and fall more than the value of shares of a fund that invests in
securities of companies in a broader range of industries. The Index is expected
to be concentrated in hydrogen and fuel cell companies. Such companies may
depend largely on the availability of hydrogen gas, and an insufficient supply
of hydrogen could negatively affect their sales and the deployment of their
products and services. They may also be dependent on certain third-party key
suppliers for components in their products, and any decline in availability of
such components or increase in their cost could negatively affect the
profitability of such companies. These companies may also be dependent on a
small number of customers for a significant portion of their business, and their
business may require significant capital to continue operating or expand, which
may create additional risks.
Hydrogen
and fuel cell companies are also subject to risks related to the obsolescence of
existing technology, short product cycles, falling prices and profits,
competition from new market entrants, and general economic conditions that
significantly affect the hydrogen, fuel cell, and overall clean energy industry.
In addition, intense competition and legislation resulting in more strict
government regulations and enforcement policies and specific expenditures for
cleanup efforts can affect this industry. Risks associated with hazardous
materials, fluctuations in energy prices and supply and demand of alternative
energy fuels, energy conservation, the success of exploration projects and tax
and other government regulations can also significantly affect this industry.
Also, supply of, and demand for, specific products or services, the supply of,
and demand for, oil and gas, the price of oil and gas, production spending,
government regulation, world events and economic conditions may affect the
industry. Shares in the companies involved in this industry may be significantly
more volatile than shares of companies operating in other, more established
industries. Currently, certain methods used to value hydrogen and fuel cell
companies, particularly those companies that have not yet traded profitably,
have not been in widespread use for a significant period of time. As a result,
the use of these valuation methods may serve to increase further the volatility
of the share prices of these companies.
•Concentration
in Medical Cannabis Companies Risk
(Altered Experience ETF only).
The companies in which the Fund invests are subject to various laws, regulations
and guidelines relating to the cultivation, production, manufacture, management,
transportation, storage and disposal of cannabis, as well as those relating to
health and safety, the conduct of operations and the protection of the
environment. Even if a company’s operations are permitted under current law,
they may not be permitted in the future or they may not be permitted under
federal law, in which case such company may not be in a position to carry on its
operations in its current locations or may be subject to administrative, civil,
or criminal enforcement action brought by regulatory, law enforcement, or
governmental authorities. Additionally, controlled substance legislation differs
between countries and legislation in certain countries may restrict or limit the
ability of certain companies in which the Fund invests to develop, produce, or
sell their products. These laws and regulations may significantly affect a
cannabis-related company’s ability to secure financing, impact the market for
sales and services, and set limitations on cannabis use, production, processing,
transportation, sale, marketing, and storage. In addition to regulatory action,
litigation initiated by private citizens or companies could have a negative
impact on the financial and/or operational status of cannabis-related companies.
Cannabis-related companies may also be required to secure permits and
authorizations from government agencies to cultivate, process, transport, store,
market, sell, or research cannabis-based products. In addition, cannabis-related
companies are subject to the risks associated with the agricultural,
biotechnology, and pharmaceutical industries.
◦Canadian
Regulation of Cannabis. The
Cannabis Act, along with the related provincial and territorial legislation
regulating adult use, distribution and sales, came into force on October 17,
2018 and implemented a legal framework in Canada for the production,
distribution, sale, and possession of both medical cannabis and adult use
marijuana. However, there can be no assurance that Canadian federal, provincial,
or territorial laws regulating cannabis will not be repealed or overturned or
that governmental authorities will not limit the application of such laws within
their respective jurisdictions. If governmental authorities begin to enforce
certain laws relating to cannabis in jurisdictions where the sale and use of
cannabis is currently legal or regulated, or if existing laws are repealed or
curtailed, the Fund’s investments may be materially and adversely affected
notwithstanding.
The
cultivation, distribution, sale, and disposal of cannabis, among other things,
remains subject to extensive regulatory oversight under the Cannabis Act and the
various provincial and territorial regulatory regimes. Such extensive controls
and regulations may significantly affect the financial condition of market
participants, and prevent the realization of such market participants of any
benefits from an expanded market for recreational marijuana
products.
◦U.S.
Regulation of Cannabis. Cannabis
comes from the cannabis sativa plant and may contain varying levels of chemical
compounds, including THC and CBD. Under U.S. law, hemp is a type of cannabis
sativa plant whose stalks, seeds, leaves, derivatives or extracts contain 0.3%
THC or less and do not produce a psychoactive effect while marijuana contains
more than 0.3% THC. While marijuana is a Schedule I controlled substance, and,
thus, has no accepted medical use under federal law and has a high potential for
abuse, hemp and substances derived from hemp are not considered controlled
substances under U.S. federal law.
As
a Schedule I controlled substance, marijuana is illegal on the federal level and
may not be distributed in U.S. interstate commerce and may not be prescribed,
marketed, used, or sold in the United States, subject to some very limited
exceptions, discussed below. Accordingly, any companies that are illegally
handling, distributing, marketing, or selling marijuana are at risk of U.S.
federal enforcement action.
Despite
the fact that many states have legalized marijuana to some degree, the CSA makes
it a federal drug crime to manufacture, distribute, dispense and/or possess
marijuana. Those who aid and abet the commission of a drug crime, or conspire to
violate federal drug laws are subject to punishment as well under the CSA.
Further, the commission of a drug offense can constitute “specified unlawful
activity” for purposes of the money laundering statutes, which prohibit using
U.S. financial institutions to facilitate, promote, and conceal illegal
activity; and prohibit financial transactions in excess of $10,000 which involve
proceeds from illegal activity.
Actions
by federal regulatory agencies, such as increased enforcement of federal
cannabis laws and the prosecution of nonviolent federal drug crimes by the DOJ,
could produce a chilling effect on the industry’s growth and further discourage
banks from expanding their services to cannabis-related companies where such
services are currently limited, notwithstanding cannabis banking guidance
provided by FINCEN. This conflict between the regulation of marijuana under
federal and state law creates volatility and risk for all cannabis-related
companies. With regard to federal enforcement, the Rohrabacher-Farr Amendment
prohibits the DOJ from using funds to interfere with the implementation of state
medical marijuana laws. The amendment, which expires on September 30, 2021 –
absent a renewal by congress in the next budget cycle – does not provide legal
immunity and does not prohibit enforcement action where strict compliance with
state law is lacking. Thus, it is DOJ’s position that individuals who do not
strictly comply with all state-law conditions regarding the use, distribution,
possession and cultivation of medical marijuana have engaged in conduct that is
unauthorized, and prosecuting such conduct under federal law does not violate
the Rohrabacher-Farr Amendment. Accordingly, even if a company believes that it
is operating in accordance with state laws, it may still be subject to U.S.
federal enforcement action.
Cannabis
not meeting the hemp definition or its derivatives may only be legally
distributed, handled, marketed, sold, or used for scientific research, pursuant
to an FDA Investigational New Drug Application (“IND”) authorizing the conduct
of clinical research, or marketed pursuant to an FDA-approved marketing
application. FDA has approved only one cannabis-derived drug product: Epidiolex
(CBD), and three synthetic THC drug products: Marinol (dronabinol), Syndros
(dronabinol), and Cesamet (nabilone). Cannabis-related companies in the U.S.
that engage in medical or pharmaceutical research or the legal production and
distribution of controlled substance drug products, must be registered with DEA
to perform such activities and must comply with extensive and strict DEA
requirements related to, among other areas, security, control, recordkeeping,
reporting and inventory management to prevent drug loss and diversion. Moreover,
cannabis-related companies in the U.S. that are engaging in medical or
pharmaceutical research must comply with FDA’s regulations, which include, but
are not limited to, requirements for the conduct of pre-clinical research, and
for clinical research review by an Institutional Review Board (“IRB”), obtaining
the informed consent of clinical study subjects, monitoring the conduct of the
research, ensuring drug accountability and quality, making certain reports to
FDA, including adverse event reports, and ensuring the veracity and the
integrity of the resulting study data. Should those companies seek to market or
promote their investigational products, they must first obtain marketing
approval from FDA, which requires extensive pre-clinical, clinical, and
manufacturing data and information. Moreover, such companies may need to
petition FDA and DEA to have their product(s) rescheduled. If
approved,
companies within the product supply chain will need to continue to comply with
expanded FDA and DEA regulatory requirements related to the product. Companies
may not be able to obtain FDA approval to study or market their products and,
even if approval is granted, the approval may be subject to significant and
costly restrictions that limit the potential market. Moreover, any failure to
comply with regulatory requirements may result in enforcement actions that may
be costly, time consuming, or prevent companies from operating. States may also
have laws regulating cannabis, that are in addition to federal laws. With
respect to cannabis-related companies and vendors servicing such companies, the
Fund will not make direct investments in the securities of companies that grow,
sell, distribute, transport, or handle cannabis unless they are registered with
the DEA or otherwise in compliance with U.S. federal law and regulations, thus
allowing them to legally handle the product.
Additionally,
U.S. federal tax law prohibits a taxpayer business from claiming ordinary
deductions, other than the cost of goods sold, or credits for any amount paid or
incurred during the tax year in carrying on any trade or business if that trade
or business (or the activities that comprise that trade or business) consists of
trafficking in controlled substances (e.g., marijuana) where that trafficking is
prohibited by either federal law or the state law for the state in which the
trade or business is conducted. Consequently, cannabis companies may pay higher
than non-cannabis companies, which could result in less income to the Fund and,
in turn, less for the Fund to distribute to shareholders.
Companies
involved in the cannabis industry face intense competition, may have limited
access to the services of banks, may have substantial burdens on company
resources due to complying with regulatory obligations, litigation, complaints
or enforcement actions, and are heavily dependent on receiving necessary permits
and authorizations to engage in lawful activities. Since the use of marijuana is
illegal under U.S. federal law, federally regulated banking institutions may be
unwilling to make financial services available to growers and sellers of
marijuana. Additionally, to the extent that the United States and other
countries pass laws that permit the personal cultivation and consumption of
marijuana, the markets may shrink for certain companies in which the Fund
invests.
Companies
participating in the cannabis industry may also face litigation, formal or
informal complaints, enforcement actions, and inquiries by various federal,
state, or local governmental authorities. Litigation, complaints, and
enforcement actions could consume considerable amounts of financial and other
corporate resources, which could have a negative impact on sales, revenue,
profitability, and growth prospects. Similarly, certain companies may not be
able to obtain or maintain the necessary licenses, permits, authorizations, or
accreditations, or may only be able to do so at great cost, to engage in lawful
activities. Failure to comply with or to obtain the necessary licenses, permits,
authorizations, or accreditations could result in restrictions on a company’s
ability to legally engage in business, which could have a negative impact on the
value of the Fund’s investments.
◦U.S.
Regulation of Hemp and Hemp-Derived CBD. “Hemp”,
as defined in the Farm Bill, refers to cannabis sativa plants with a THC
concentration of not more than 0.3% on a dry weight basis. The Farm Bill
effectively removes hemp, its extracts, and derivatives, including hemp-derived
CBD, from the CSA’s list of controlled substances and allows states to regulate
its production, commerce, and research with approval from the USDA. While hemp
and its derivatives are no longer controlled substances, and while FDA permits
the use of hulled hemp seed, hemp seed protein powder, and hemp seed oil in food
products, under the Federal Food, Drug, and Cosmetic Act, hemp-derived CBD may
not be used in food or dietary supplements. This is because it is unlawful to
introduce into interstate commerce a food or dietary supplement that contains an
active ingredient in an approved drug product or a substance for which
substantial and public clinical investigations have been instituted. Because FDA
has approved a drug product containing CBD, FDA’s current legal position is that
CBD is a drug that may not be properly used in food or dietary supplement
products. CBD also may not be included as an active ingredient in any
over-the-counter drug product that is not subject to an FDA-approved marketing
application. Hemp-derived CBD may, however, be used in cosmetic products,
assuming the product claims remain consistent with cosmetic products. FDA has
the authority to remove from the market any CBD product that does not comply
with the agency’s requirements. This enforcement authority extends to states
that have legalized and regulated the distribution of ingestible CBD products
that are intended for therapeutic or medicinal use. Accordingly, if a company is
producing, selling, or marketing a food or dietary supplement with CBD, there is
the risk that FDA could take enforcement action against the company or its
products.
Moreover,
while the Farm Bill removes hemp and hemp-derived products from the controlled
substances list under the CSA, it does not legalize CBD in every circumstance.
CBD, depending on the source from which it was derived, can still be classified
as a Schedule I substance. For example, CBD that is derived from a cannabis
sativa plant that does not meet the Farm Bill’s hemp definition is still a
controlled substance. Moreover, DEA has taken the position that synthetic CBD,
which is not derived from the hemp plant, remains a Schedule I controlled
substance. Accordingly, if CBD is not properly sourced from hemp, its
distribution and use are still illegal, unless done pursuant to an IND or
FDA-approved drug application. U.S. federal law also requires that: (i) the hemp
is produced by a licensed producer; and (ii) in a manner consistent with the
applicable federal and state regulations. In addition, states may have policies
or laws that otherwise prohibit or restrict the use, sale, or production of CBD
and hemp.
Overall,
the state and federal laws around cannabis, hemp, and CBD are complex and have
undergone a great deal of change. These laws may also continue to change in the
future. We cannot guarantee that activities that are either legal or illegal now
under U.S. law will continue to be permitted or prohibited going forward. Given
the complexity of these laws and the speed at which they have changed, while the
Fund will only invest in companies in the U.S. that are operating in accordance
with U.S. state and federal law, there is the risk that despite the Fund’s or a
company’s belief regarding the legal status of a company’s operations,
governmental authorities will disagree. If this were to occur, governmental
authorities could take action against such company, impacting the Fund’s
performance.
•Concentration
in Medical Psychedelics Companies Risk (Altered
Experience ETF only).
In
Canada, certain psychedelic drugs, including psilocybin, are classified as
Schedule III drugs under the CDSA and as such, medical and recreational use is
illegal under Canadian federal laws. In the United States, most psychedelic
drugs, including psilocybin, are classified as Schedule I drugs under the CSA
and the Controlled Substances Import and Export Act and, as such, medical and
recreational use is illegal under the U.S. federal laws. There is no guarantee
that psychedelic drugs or psychedelic inspired drugs will ever be approved as
medicines in either jurisdiction.
In
the United States, to the extent a company is conducting research with such
psychedelic-based products, the company would need to comply with FDA’s laws and
regulations regarding research, would need to be DEA registered, would need to
comply with DEA laws and regulations, and would need to comply with any
applicable state laws and regulations. DEA scheduling determinations removing a
substance from Schedule I are dependent on FDA approval of a substance or a
specific formulation of a substance for a therapeutic or medicinal use. Unless
and until psilocybin, psilocin, or other psychedelic-based products receive FDA
approval, such products are prohibited from sale, which limits the growth
opportunities for certain portfolio companies of the Fund. Even if approved by
the FDA, the manufacture, importation, exportation, domestic distribution,
storage, sale, and legitimate use of such products will continue to be subject
to a significant degree of regulation by the DEA, FDA, and other governmental
authorities. There can be no guarantees that such approvals or administrative
actions will happen or be favorable for psychedelics companies. Such actions may
be subject to lengthy delays and may require lengthy and expensive clinical
trials. Additionally, therapies containing controlled substances may generate
public controversy and carry reputational risk. Political and social pressures
and adverse publicity could lead to delays in approval of, and increased
expenses for, psychedelics companies and any future therapeutic candidates they
may develop. All of these factors and others may prevent psychedelics companies
from becoming profitable, which may materially affect the value of certain Fund
investments. In addition, psychedelics companies are subject to the risks
associated with the biotechnology and pharmaceutical industries, as well as the
risks associated with cannabis companies described above.
•Concentration
in Semiconductor Companies Risk
(Semiconductor
ETF only).
The Index is expected to be concentrated in Semiconductor Companies.
Semiconductor Companies are subject to the cyclical nature of the semiconductor
and semiconductor equipment industry, so securities may fluctuate significantly
and rapidly in price. In addition, the companies in the semiconductor and
semiconductor equipment industry are involved in activities that have effects on
the revenues and operating results of the companies. These activities include
the risks of rapid obsolescence of products; substantial capital equipment
expenditures; improper functioning of internal processes and information
technology systems; changes in industry standards or regulations; inability to
meet customer demand; unreliability on manufacturers and subcontractors to
manufacture, assemble, and test companies’ products; and disruptions in
companies’ activities such as acquisitions, divestures, strategic investments
and partnerships. The research and development efforts of these companies are
focused on a limited number of new technologies and products. Any delay in the
development or discontinuation of these technologies or products by companies in
the industry, or their failure to achieve market acceptance, may compromise the
competitive position of companies. These companies depend on intellectual
property rights and may be adversely affected by loss or impairment of these
rights.
•Concentration
in Travel Companies Risk (Travel
ETF only). The
Fund’s investments will be concentrated in an industry or group of industries to
the extent that the Index is so concentrated. In such event, the value of the
Shares may rise and fall more than the value of shares of a fund that invests in
securities of companies in a broader range of industries. Travel Companies may
be adversely affected by a downturn in economic conditions that can result in
decreased demand for leisure and business travel. Due to the discretionary
nature of business and leisure travel spending, Travel Company revenues are
heavily influenced by the condition of the U.S. and foreign economies. Travel
Companies may also be significantly affected by changes in labor relations and
insurance costs. Travel Companies in the airline and cruise industries may also
be significantly affected by changes in fuel prices, which may be very volatile
and may not be able to be passed on to customers by increasing fares. Airline
companies may also be highly dependent on aircraft or related equipment from a
small number of suppliers, and consequently, issues affecting the availability,
reliability, safety, or longevity of such aircraft or equipment (e.g.,
the inability of a supplier to meet aircraft demand or the grounding of an
aircraft due to safety concerns) may have a significant effect on the operations
and profitability of airline companies. Companies in the hotel and lodging
industry, as well as the cruise industry, are subject to various risks that may
cause significant losses, which includes risks related to uncertainty in travel
(due to global, regional or local events), guest safety, security, and privacy,
changing consumer demands, shortages of experienced personnel, consumer
perception of risk (for example, due to terrorist attacks, pandemics, and
political or social violence), and changing or increased regulations.
Beginning
in the first quarter of 2020, financial markets in the United States and around
the world experienced extreme and in many cases unprecedented volatility and
severe losses due to the global pandemic caused by COVID‑19, a novel
coronavirus. The pandemic has resulted in a wide range of social and economic
disruptions, including closed borders and reduced or prohibited domestic or
international travel. Some sectors of the economy and individual issuers,
including Travel Companies, have experienced particularly large losses. Such
disruptions may continue for an extended period of time or reoccur in the future
to a similar or greater extent.
In
addition, the Russian invasion of Ukraine and the resulting Russian sanctions by
Western countries, including the United States, Canada, European Union, Japan,
United Kingdom, and others, as well as retaliatory measures by Russia, may have
a significant impact on Travel Companies. Bans on oil and energy imports from
Russia, as well as commitments to phase out such imports in the near future, by
certain Western countries may increase the costs of travel, including jet fuel,
gasoline and fuel used by cruise liners. In addition, certain Western nations
have closed their airspace and ports to all Russian aircraft and shipping
vessels, respectively. Also, Western companies have issued a recall of aircraft
leased to Russian airlines and, in certain cases, have seized such aircraft
located in Western airports. In response, Russia has closed its airspace and
ports to certain Western aircraft and shipping vessels, and Russia has seized
certain leased aircraft and equipment located in Russia. These actions may lead
to higher ticket prices, flight and cruise cancellations, longer routes, fewer
diversion airports (i.e., airports along a route where a plane can land safely
if it is diverted), a decreased demand for travel, and the permanent loss of
property for Western companies that leased aircraft to Russian airlines.
Increased costs and reduced supply of certain metals exported from Russia, such
as titanium, may also slow the production of aircraft and engines, making it
more difficult for airline companies to increase passenger capacity and repair
or upgrade their aircraft. These and any related events could significantly and
adversely affect the Fund’s performance and the value of an investment in the
Fund.
•Currency
Exchange Rate Risk
(Quantum
ETF, Next Gen H2 ETF, Altered Experience ETF, Travel ETF, Digital Revolution ETF
and Conductivity ETF only).
Changes in currency exchange rates and the relative value of non-U.S. currencies
will affect the value of a Fund’s investments and the value of your Shares.
Because a Fund’s NAV is determined on the basis of U.S. dollars, the U.S. dollar
value of your investment in a Fund may go down if the value of the local
currency of the non-U.S. markets in which a Fund invests depreciates against the
U.S. dollar. This is true even if the local currency value of securities in a
Fund’s holdings goes up. Conversely, the dollar value of your investment in a
Fund may go up if the value of the local currency appreciates against the U.S.
dollar. The value of the U.S. dollar measured against other currencies is
influenced by a variety of factors. These factors include: national debt levels
and trade deficits, changes in balances of payments and trade, domestic and
foreign interest and inflation rates, global or regional political, economic or
financial events, monetary policies of governments, actual or potential
government intervention, and global energy prices. Political instability, the
possibility of government intervention and restrictive or opaque business and
investment policies may also reduce the value of a country’s currency.
Government monetary policies and the buying or selling of currency by a
country’s government may also influence exchange rates. Currency exchange rates
can be very volatile and can change quickly and unpredictably. As a result, the
value of an investment in a Fund may change quickly and without warning, and you
may lose money.
•Depositary
Receipt Risk (Connectivity
ETF, Quantum ETF, Next Gen H2 ETF, Digital Revolution ETF and Conductivity ETF
only).
Each Fund may hold the securities of non-U.S. companies in the form of American
Depositary Receipts (“ADRs”) and Global Depositary Receipts (“GDRs”). ADRs are
negotiable certificates issued by a U.S. financial institution that represent a
specified number of shares in a foreign stock and trade on a U.S. national
securities exchange, such as the New York Stock Exchange. Sponsored ADRs are
issued with the support of the issuer of the foreign stock underlying the ADRs
and carry all of the rights of common shares, including voting rights. GDRs are
similar to ADRs but may be issued in bearer form and are typically offered for
sale globally and held by a foreign branch of an international bank. The
underlying issuers of certain depositary receipts, particularly unsponsored or
unregistered depositary receipts, are under no obligation to distribute
shareholder communications to the holders of such receipts, or to pass through
to them any voting rights with respect to the deposited securities. Issuers of
unsponsored depositary receipts are not contractually obligated to disclose
material information in the U.S. and, therefore, such information may not
correlate to the market value of the unsponsored depositary receipt. The
underlying securities of the ADRs and GDRs in a Fund’s portfolio are usually
denominated or quoted in currencies other than the U.S. Dollar. As a result,
changes in foreign currency exchange rates may affect the value of a Fund’s
portfolio. In addition, because the underlying securities of ADRs and GDRs trade
on foreign exchanges at times when the U.S. markets are not open for trading,
the value of the securities underlying the ADRs and GDRs may change materially
at times when the U.S. markets are not open for trading, regardless of whether
there is an active U.S. market for Shares.
•Emerging
Markets Risk (Quantum
ETF, Next Gen H2 ETF, Travel ETF, Digital Revolution ETF and Conductivity ETF
only).
Investments
in securities and instruments traded in developing or emerging markets, or that
provide exposure to such securities or markets, can involve additional risks
relating to political, economic, or regulatory conditions not associated with
investments in U.S. securities and instruments. For example, developing and
emerging markets may be subject to (i) greater market volatility, (ii) lower
trading volume and liquidity, (iii) greater social, political and economic
uncertainty, (iv) governmental controls on foreign investments and limitations
on repatriation of invested capital, (v) lower disclosure, corporate
governance, auditing and financial reporting standards, (vi) fewer protections
of property rights, (vii) restrictions on the transfer of securities or
currency, and (viii) settlement and trading practices that differ from those in
U.S. markets. Each of these factors may impact the ability of a Fund to
buy,
sell or otherwise transfer securities, adversely affect the trading market and
price for Shares and cause a Fund to decline in value.
Additionally,
limitations on the availability of financial and business information about
companies in emerging markets may affect the Index Provider’s ability to
accurately determine the companies meeting the Index’s criteria.
•Emerging
Technologies Investment Risk
(Connectivity
ETF, Quantum ETF and Digital Revolution ETF only).
Each Fund invests primarily to gain exposure to emerging technologies, such as
5G technologies and quantum computing, in accordance with the Fund’s Index.
Companies across a wide variety of industries, primarily in the technology
sector, are exploring the possible applications of these technologies. The
extent of such technologies’ versatility has not yet been fully explored.
Consequently, each Fund’s holdings may include equity securities of operating
companies that focus on or have exposure to a wide variety of industries, and
the economic fortunes of certain companies held by the Fund may not be
significantly tied to such technologies. Currently, there are few public
companies for which these emerging technologies represent an attributable and
significant revenue or profit stream, and such technologies may not ultimately
have a material effect on the economic returns of companies in which a Fund
invests.
•Equity
Market Risk
.
Common stocks are susceptible to general stock market fluctuations and to
volatile increases and decreases in value as market confidence in and
perceptions of their issuers change. These investor perceptions are based on
various and unpredictable factors including: expectations regarding government,
economic, monetary and fiscal policies; inflation and interest rates; economic
expansion or contraction; local, regional or global events
such
as acts of terrorism or war, including Russia’s invasion of Ukraine; and global
or regional political, economic, public health, and banking crises. If you held
common stock, or common stock equivalents, of any given issuer, you would
generally be exposed to greater risk than if you held preferred stocks and debt
obligations of the issuer because common stockholders, or holders of equivalent
interests, generally have inferior rights to receive payments from issuers in
comparison with the rights of preferred stockholders, bondholders, and other
creditors of such issuers.
Beginning
in the first quarter of 2020, financial markets in the United States and around
the world experienced extreme and, in many cases, unprecedented volatility and
severe losses due to the global pandemic caused by COVID-19, a novel
coronavirus. The pandemic has resulted in a wide range of social and economic
disruptions, including closed borders, voluntary or compelled quarantines of
large populations, stressed healthcare systems, reduced or prohibited domestic
or international travel, and supply chain disruptions affecting the United
States and many other countries. Some sectors of the economy and individual
issuers have experienced particularly large losses as a result of these
disruptions, and such disruptions may continue for an extended period of time or
reoccur in the future to a similar or greater extent. In response, the U.S.
government and the Federal Reserve have taken extraordinary actions to support
the domestic economy and financial markets, resulting in very low interest rates
and in some cases negative yields. It is unknown how long circumstances related
to the pandemic will persist, whether they will reoccur in the future, whether
efforts to support the economy and financial markets will be successful, and
what additional implications may follow from the pandemic. The impact of these
events and other epidemics or pandemics in the future could adversely affect
Fund performance.
•ETF
Risks. Each
Fund is an ETF, and, as a result of an ETF’s structure, it is exposed to the
following risks:
◦Authorized
Participants, Market Makers, and Liquidity Providers Concentration Risk.
Each
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 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 a Fund, asset swings in a 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 a Fund’s NAV, there may be times when the market price and the NAV
vary significantly, including due to supply and demand of a Fund’s Shares and/or
during periods of market volatility. Thus, you may pay more (or less) than NAV
intra-day when you buy Shares in the secondary market, and you may receive more
(or less) than NAV when you sell those Shares in the secondary market. 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. To the
extent securities held by a Fund
may
trade on foreign exchanges that are closed when the Fund’s primary listing
exchange is open, such Fund is likely to experience premiums and discounts
greater than those of domestic ETFs.
◦Trading. Although
Shares are listed for trading on the applicable 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 a Fund’s underlying
portfolio holdings, which can be significantly less liquid than
Shares.
•Financial
Technology Risk
(Digital Revolution ETF only).
Companies that are developing financial technologies that seek to disrupt or
displace established financial institutions generally face competition from much
larger and more established firms. Such companies may not be able to capitalize
on their disruptive technologies if they face political and/or legal attacks
from competitors, industry groups or local and national governments. Laws
generally vary by country, creating some challenges to achieving scale. A
financial technology company may not currently derive any revenue, and there is
no assurance that such company will derive any revenue from innovative
technologies in the future. Additionally, financial technology companies may be
adversely impacted by potential rapid product obsolescence, cybersecurity
attacks, increased regulatory oversight and disruptions in the technology they
depend on.
•Foreign
Securities Risk (Connectivity
ETF, Quantum ETF, Next Gen H2 ETF, Altered Experience ETF, Travel ETF, Digital
Revolution ETF and Conductivity ETF only).
Investments
in non-U.S. securities involve certain risks that may not be present with
investments in U.S. securities. For example, investments in non-U.S. securities
may be subject to risk of loss due to foreign currency fluctuations or to
political or economic instability. There may be less information publicly
available about a non-U.S. issuer than a U.S. issuer. Non-U.S. issuers may be
subject to different accounting, auditing, financial reporting and investor
protection standards than U.S. issuers. Investments in non-U.S. securities may
be subject to withholding or other taxes and may be subject to additional
trading, settlement, custodial, and operational risks. With respect to certain
countries, there is the possibility of government intervention and expropriation
or nationalization of assets. Because legal systems differ, there is also the
possibility that it will be difficult to obtain or enforce legal judgments in
certain countries. Since foreign exchanges may be open on days when a Fund does
not price its shares, the value of the securities in a Fund’s portfolio may
change on days when shareholders will not be able to purchase or sell such
Fund’s shares. Conversely, Shares may trade on days when foreign exchanges are
closed. Each of these factors can make investments in a Fund more volatile and
potentially less liquid than other types of investments.
•Geographic
Investment Risk (Quantum
ETF, Next Gen H2 ETF, Altered Experience ETF, Travel ETF, Digital Revolution ETF
and Conductivity ETF only).
To
the extent that a Fund’s Index invests a significant portion of its assets in
the securities of companies of a single country or region, it is more likely to
be impacted by events or conditions affecting that country or region. For
example, political and economic conditions and changes in regulatory, tax, or
economic policy in a country could significantly affect the market in that
country and in surrounding or related countries and have a negative impact on a
Fund’s performance. Currency developments or restrictions, political and social
instability, and changing economic conditions have resulted in significant
market volatility.
◦Canada-Specific
Risk
(Altered
Experience ETF, Digital Revolution ETF and Conductivity ETF only). Because
each Index may have significant exposure to Canadian companies or companies that
have a significant presence in Canada, investment results could be dependent on
the financial condition of the Canadian economy. The Canadian economy is reliant
on the sale of natural resources and commodities, which can pose risks such as
the fluctuation of prices and the variability of demand for exportation of such
products. Changes in spending on Canadian products by the economies of other
countries or changes in any of these economies may cause a significant impact on
the Canadian economy.
•Geopolitical
Risk (Quantum
ETF and Travel ETF only).
Some
countries and regions in which a Fund invests have experienced security
concerns, war or threats of war and aggression, terrorism, economic uncertainty,
natural and environmental disasters and/or systemic market dislocations that
have led, and in the future may lead, to increased short-term market volatility
and may have adverse long-term effects on the U.S. and world economies and
markets generally. Such geopolitical and other events may also disrupt
securities markets and, during such market disruptions, a Fund’s exposure to the
other risks described herein will likely increase. Each of the foregoing may
negatively impact a Fund’s investments.
•Index
Methodology Risk
(Connectivity
ETF, Quantum ETF, Digital Revolution ETF and Conductivity ETF only).
An Index may not include all companies around the globe whose products or
services are predominantly tied to the theme of the applicable Index
because
the Index includes only those companies meeting the Index criteria. For example,
companies that would otherwise be included in the Index might be excluded from
the Index if they omit discussion of their emerging technologies from
descriptions of their business in regulatory filings or otherwise keep such work
hidden from public (and the Index Provider’s) view.
•Index
Provider Risk.
There
is no assurance that the Index Provider, or any agents that act on its behalf,
will compile the Index accurately, or that the Index will be determined,
maintained, constructed, reconstituted, rebalanced, composed, calculated or
disseminated accurately. The Adviser relies upon the Index Provider and its
agents to compile, determine, maintain, construct, reconstitute, rebalance,
compose, calculate (or arrange for an agent to calculate), and disseminate the
Index accurately. Any losses or costs associated with errors made by the Index
Provider or its agents generally will be borne by the Fund and its shareholders.
To correct any such error, the Index Provider or its agents may carry out an
unscheduled rebalance of the Index or other modification of Index constituents
or weightings. When the Fund in turn rebalances its portfolio, any transaction
costs and market exposure arising from such portfolio rebalancing will be borne
by the Fund and its shareholders. Unscheduled rebalances also expose the Fund to
additional tracking error risk. Errors in respect of the quality, accuracy, and
completeness of the data used to compile the Index may occur from time to time
and may not be identified and corrected by the Index Provider for a period of
time or at all, particularly where the Index is less commonly used as a
benchmark by funds or advisors. For example, during a period where the Index
contains incorrect constituents, the Fund tracking the Index would have market
exposure to such constituents and would be underexposed to the Index’s other
constituents. Such errors may negatively impact the Fund and its shareholders.
The Index Provider and its agents rely on various sources of information to
assess the criteria of issuers included in the Index, including information that
may be based on assumptions and estimates. Neither the Fund nor the Adviser can
offer assurances that the Index’s calculation methodology or sources of
information will provide an accurate assessment of included
issuers.
•Limited
Operating History (Next
Gen H2 ETF, Altered Experience ETF, Travel ETF, and Digital Revolution ETF
only).
The Fund is a recently organized investment company with a limited operating
history. As a result, prospective investors have a limited track record or
history on which to base their investment decision.
•Market
Capitalization Risk.
◦Large-Capitalization
Investing
(each
Fund except the Semiconductor ETF and Altered Experience ETF). 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 medium capitalization companies have limited product lines,
markets, financial resources, and management personnel and tend to concentrate
on fewer geographical markets relative to large-capitalization companies.
◦Small-Capitalization
Investing.
The securities of small-capitalization companies may be more vulnerable to
adverse issuer, market, political, or economic developments than securities of
larger-capitalization companies. The securities of small-capitalization
companies generally trade in lower volumes and are subject to greater and more
unpredictable price changes than larger capitalization stocks or the stock
market as a whole. Some small capitalization companies have limited product
lines, markets, and financial and managerial resources and tend to concentrate
on fewer geographical markets relative to larger capitalization companies. There
is typically less publicly available information concerning
smaller-capitalization companies than for larger, more established companies.
Small-capitalization companies also may be particularly sensitive to changes in
interest rates, government regulation, borrowing costs and
earnings.
•New
Fund Risk (Semiconductor
ETF and Conductivity ETF only).
Each Fund is a recently organized investment company with limited or no
operating history. As a result, prospective investors have a limited or no track
record or history on which to base their investment decision.
•Non-Diversification
Risk (each
Fund except Quantum ETF and Connectivity ETF).
Each
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, a 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 a Fund’s volatility and cause the performance of a relatively smaller
number of issuers to have a greater impact on such Fund’s
performance.
However,
the Fund intends to satisfy the asset diversification requirements for
qualifying as a regulated investment company (“RIC”) under Subchapter M of the
Internal Revenue Code of 1986, as amended (the “Code”).
•Passive
Investment Risk.
Each Fund invests in the securities included in, or representative of, its Index
regardless of their investment merit. Each Fund does not attempt to outperform
its Index or take defensive positions in declining markets. As a result, a
Fund’s performance may be adversely affected by a general decline in the market
segments relating to its Index. The returns from the types of securities in
which a Fund invests may underperform returns from the various general
securities markets
or
different asset classes. This may cause a Fund to underperform other investment
vehicles that invest in different asset classes. Different types of securities
(for example, large-, mid- and small-capitalization stocks) tend to go through
cycles of doing better – or worse – than the general securities markets. In the
past, these periods have lasted for as long as several years.
•Quantum
Computing and Machine Learning Investment Risk
(Quantum
ETF only).
Companies across a wide variety of industries, primarily in the technology
sector, are exploring the possible applications of quantum computing and machine
learning technologies. The extent of such technologies’ versatility has not yet
been fully explored. Consequently, the Fund’s holdings may include equity
securities of operating companies that focus on or have exposure to a wide
variety of industries, and the economic fortunes of certain companies held by
the Fund may not be significantly tied to such technologies. Currently, there
are few public companies for which quantum computing and machine learning
technologies represent an attributable and significant revenue or profit stream,
and such technologies may not ultimately have a material effect on the economic
returns of companies in which the Fund invests.
•REIT
Investment Risk
(Connectivity
ETF only).
Investments
in REITs involve unique risks. REITs may have limited financial resources, may
trade less frequently and in limited volume, and may be more volatile than other
securities. In addition, to the extent the Fund holds interests in REITs, it is
expected that investors in the Fund will bear two layers of asset-based
management fees and expenses (directly at the Fund level and indirectly at the
REIT level). The risks of investing in REITs include certain risks associated
with the direct ownership of real estate and the real estate industry in
general. These include risks related to general, regional and local economic
conditions; fluctuations in interest rates and property tax rates; shifts in
zoning laws, environmental regulations and other governmental action such as the
exercise of eminent domain; cash flow dependency; increased operating expenses;
lack of availability of mortgage funds; losses due to natural disasters;
overbuilding; losses due to casualty or condemnation; changes in property values
and rental rates; and other factors.
In
addition to these risks, residential/diversified REITs and commercial equity
REITs may be affected by changes in the value of the underlying property owned
by the trusts, while mortgage REITs may be affected by the quality of any credit
extended. Further, REITs are dependent upon management skills and generally may
not be diversified. REITs are also subject to heavy cash flow dependency,
defaults by borrowers and self-liquidation. In addition, REITs could possibly
fail to qualify for the beneficial tax treatment available to REITs under the
Code, or to maintain their exemptions from registration under the Investment
Company Act of 1940, as amended (the “1940 Act”). The Fund expects that
dividends received from a REIT and distributed to Fund shareholders generally
will be taxable to the shareholder as ordinary income. The above factors may
also adversely affect a borrower’s or a lessee’s ability to meet its obligations
to the REIT. In the event of a default by a borrower or lessee, the REIT may
experience delays in enforcing its rights as a mortgagee or lessor and may incur
substantial costs associated with protecting investments.
•Sector
Risk
(Quantum
ETF, Connectivity ETF, Next Gen H2 ETF, Altered Experience ETF, Travel ETF, and
Digital Revolution ETF only). To
the extent a Fund invests more heavily in particular sectors of the economy, its
performance will be especially sensitive to developments that significantly
affect those sectors.
◦Communications
Services Sector Risk (Connectivity ETF only). The
Fund is generally expected to invest significantly in companies in the
communications services sector, and therefore the performance of the Fund could
be negatively impacted by events affecting this sector. Communications services
companies are subject to extensive government regulation. The costs of complying
with governmental regulations, delays or failure to receive required regulatory
approvals, or the enactment of new adverse regulatory requirements may adversely
affect the business of such companies. Companies in the communications services
sector can also be significantly affected by intense competition, including
competition with alternative technologies such as wireless communications
(including with 5G and other technologies), product compatibility, consumer
preferences, rapid product obsolescence, and research and development of new
products. Technological innovations may make the products and services of such
companies obsolete.
◦Consumer
Discretionary Sector Risk (Travel ETF and Digital Revolution ETF
only).
The success of consumer product manufacturers and retailers is tied closely to
the performance of domestic and international economies, interest rates,
exchange rates, competition, consumer confidence, changes in demographics and
consumer preferences. Companies in the consumer discretionary sector depend
heavily on disposable household income and consumer spending, and such companies
may be strongly affected by social trends and marketing campaigns. These
companies may be subject to severe competition, which may have an adverse impact
on their profitability.
◦Financial
Sector Risk (Digital Revolution ETF only).
Companies in the financial sector of an economy are often subject to extensive
governmental regulation and intervention, which may adversely affect the scope
of their activities, the prices they can charge and the amount of capital they
must maintain. Governmental regulation may change frequently and may have
significant adverse consequences for companies in the financial sector,
including effects not intended by such regulation. The impact of recent or
future regulation in various countries on any individual financial company or on
the sector as a whole cannot be predicted.
Certain
risks may impact the value of investments in the financial sector more severely
than those of investments outside this sector, including the risks associated
with companies that operate with substantial financial leverage. Companies in
the
financial
sector may also be adversely affected by increases in interest rates and loan
losses, decreases in the availability of money or asset valuations, credit
rating downgrades and adverse conditions in other related markets.
The
financial sector is also a target for cyber attacks and may experience
technology malfunctions and disruptions. In recent years, cyber attacks and
technology failures have become increasingly frequent and have caused
significant losses.
◦Health
Care Sector Risk (Altered Experience ETF only). Companies
in the health care sector are subject to extensive government regulation and
their profitability can be significantly affected by restrictions on government
reimbursement for medical expenses, rising costs of medical products and
services, pricing pressure (including price discounting), limited product lines,
an increased emphasis on the delivery of healthcare through outpatient services,
loss or impairment of intellectual property rights and litigation regarding
product or service liability. The costs associated with developing new drugs can
be significant, and the results are unpredictable. Newly developed drugs may be
susceptible to product obsolescence due to intense competition from new products
and less costly generic products. Moreover, the process for obtaining regulatory
approval by the FDA or other governmental regulatory authorities is long and
costly and there can be no assurance that the necessary approvals will be
obtained or maintained. A biotechnology company’s valuation can often be based
largely on the potential or actual performance of a limited number of products
and can accordingly be greatly affected if one of its products proves, among
other things, unsafe, ineffective or unprofitable. Biotechnology companies are
subject to regulation by, and the restrictions of, the FDA, the U.S.
Environmental Protection Agency, state and local governments, and foreign
regulatory authorities.
◦Industrial
Sector Risk (Next Gen H2 ETF and Travel ETF only). The
industrial sector can be significantly affected by, among other things,
worldwide economic growth, supply and demand for specific products and services,
rapid technological developments, international political and economic
developments, environmental issues, tariffs and trade barriers, and tax and
governmental regulatory policies. As the demand for, or prices of, industrials
increase, the value of the Fund’s investments generally would be expected to
also increase. Conversely, declines in the demand for, or prices of, industrials
generally would be expected to contribute to declines in the value of such
securities. Such declines may occur quickly and without warning and may
negatively impact the value of the Fund and your investment.
◦Information
Technology Sector Risk
(Connectivity
ETF, Quantum ETF and Digital Revolution ETF only). A
Fund is generally expected to invest significantly in companies in the
information technology sector, and therefore the performance of a Fund could be
negatively impacted by events affecting this sector.
Market
or economic factors impacting information technology companies and companies
that rely heavily on technological advances could have a significant effect on
the value of the Fund’s investments. The value of stocks of information
technology companies and companies that rely heavily on technology is
particularly vulnerable to rapid changes in technology product cycles, rapid
product obsolescence, government regulation and competition, both domestically
and internationally, including competition from foreign competitors with lower
production costs. Stocks of information technology companies and companies that
rely heavily on technology, especially those of smaller, less-seasoned
companies, tend to be more volatile than the overall market. Information
technology companies are heavily dependent on patent and intellectual property
rights, the loss or impairment of which may adversely affect profitability.
Additionally, companies in the technology sector may face dramatic and often
unpredictable changes in growth rates and competition for the services of
qualified personnel.
Information
technology companies and companies that rely heavily on technology may also be
prone to operational and information security risks resulting from cyber-attacks
and/or technological malfunctions. Cyber-attacks include, among others, stealing
or corrupting data maintained online or digitally, preventing legitimate users
from accessing information or services on a website, releasing confidential
information without authorization, and causing operational disruption. In
general, cyber-attacks are deliberate, but unintentional events may have similar
effects. Successful cyber-attacks against, or security breakdowns of, a company
included in the Index may result in material adverse consequences for such
company, as well as other companies included in the Index, and may cause a
Fund’s investments to lose value.
•Securities
Lending Risk (Connectivity
ETF and Quantum ETF only).
There
are certain risks associated with securities lending, including the risk that
the borrower may fail to return the securities on a timely basis or even the
loss of rights in the collateral deposited by the borrower, if the borrower
should fail financially. As a result, the Fund may lose money. The Fund could
also lose money in the event of a decline in the value of collateral provided
for loaned securities or a decline in the value of any investments made with
cash collateral. These events could also trigger adverse tax consequences for
the Fund.
•Tax
Risk (SPAC
ETF only).
The investment of equity securities of SPACs introduces complexities beyond
typical equity investments and may introduce tax risks to the Fund. In
particular, certain non-U.S. SPACs may be treated as a “passive foreign
investment company” (“PFIC”) under the Code thereby causing the Fund to be
subject to special tax rules. If a SPAC is classified as a PFIC, the Fund may be
subject to U.S. federal income tax on a portion of any “excess distribution” or
gain from the disposition of shares in the PFIC even if such income is
distributed as a taxable dividend by the Fund to its shareholders. Additional
charges in the nature of interest may be imposed on the Fund in respect of
deferred taxes arising from such distributions or gains unless the Fund makes
certain elections.
•Tax
Risk (Next
Gen H2 ETF, Altered Experience ETF and Travel ETF only).
To qualify for the favorable tax treatment generally available to RICs, the Fund
must satisfy certain diversification requirements. In particular, among other
requirements, at the end of each quarter of the Fund’s taxable year, the Fund’s
assets must be diversified so that at least 50% of the value of the Fund’s total
assets is represented by cash and cash items, U.S. government securities,
securities of other RICs, and other securities, with such other securities
limited, in respect to any one issuer, to an amount not greater in value than 5%
of the value of the Fund’s total assets and to not more than 10% of the
outstanding voting securities of such issuer, including the equity securities of
a qualified publicly traded partnership. Given the concentration of the Index in
a relatively small number of securities, it may not always be possible for the
Fund to fully implement a replication strategy or a representative sampling
strategy while satisfying these diversification requirements. The Fund’s efforts
to satisfy the diversification requirements may affect the Fund’s execution of
its investment strategy and may cause the Fund’s return to deviate from that of
the Index, and the Fund’s efforts to replicate or represent the Index may cause
it inadvertently to fail to satisfy the diversification requirements. If the
Fund were to fail to satisfy the diversification requirements, it could incur
penalty taxes and be forced to dispose of certain assets, or it could fail to
qualify as a RIC. If the Fund were to fail to qualify as a RIC, it would be
taxed in the same manner as an ordinary corporation, and distributions to its
shareholders would not be deductible by the Fund in computing its taxable
income.
•Tracking
Error Risk.
As
with all index funds, the performance of each Fund and its respective Index may
differ from each other for a variety of reasons. For example, the Funds incur
operating expenses and portfolio transaction costs not incurred by an Index. In
addition, the Funds may not be fully invested in the securities of their
respective Index at all times or may hold securities not included in the Index.
A Fund may use a representative sampling strategy to achieve its investment
objective, if the Fund’s Sub-Adviser believes it is in the best interest of the
Fund, which generally can be expected to produce a greater non-correlation
risk.
PORTFOLIO
HOLDINGS
INFORMATION
Information
about the Funds’ daily portfolio holdings is available at www.defianceetfs.com.
A description of the Funds’ policies and procedures with respect to the
disclosure of the Funds’ portfolio holdings is available in the Funds’ Statement
of Additional Information (“SAI”).
MANAGEMENT
Investment
Adviser
Defiance
ETFs, LLC serves as the investment adviser and has overall responsibility for
the general management and administration of the Funds. The Adviser is located
at 78 SW 7th Street, 9th Floor, Miami, Florida, 33130, and is an SEC-registered
investment adviser. The Adviser was founded in 2018 and arranges for
sub-advisory, transfer agency, custody, fund administration, and all other
related services necessary for the Funds to operate. The Adviser provides
investment advisory services to ETFs, including the Funds.
The
Adviser provides oversight of the Funds’ Sub-Adviser, monitoring of the
Sub-Adviser’s buying and selling of securities for the Funds, and review of the
Sub-Adviser’s performance.
For
the services it provides to the Funds, each Fund pays the Adviser a unified
management fee, which is calculated daily and paid monthly, at an annual rate
based on the applicable Fund’s average daily net assets as set forth in the
table below.
|
|
|
|
|
|
Name
of Fund |
Management
Fee |
Quantum
ETF |
0.40% |
Connectivity
ETF |
0.30% |
|
|
SPAC
ETF |
0.45% |
Next
Gen H2 ETF |
0.30% |
Altered
Experience ETF |
0.75% |
Travel
ETF |
0.45% |
Digital
Revolution ETF |
0.65% |
Semiconductor
ETF |
0.45% |
Conductivity
ETF |
0.45% |
Under
the Investment Advisory Agreement (the “Advisory Agreement”), the Adviser has
agreed to pay all expenses of the Funds, 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. The Adviser, in turn, compensates the Sub-Adviser
from the management fee it receives.
The
basis for the Board of Trustees’ approval of the Advisory Agreement for the
Quantum ETF, the Connectivity ETF, the Next Gen H2 ETF, the Altered Experience
ETF,
and
the Travel ETF is available in the Funds’ Semi-Annual
Report
to Shareholders for the period ended June 30, 2021.
The
basis for the Board of Trustees’ approval of the Advisory Agreement for the
Digital Revolution ETF is available in the Fund’s Annual
Report
to Shareholders for the period ended December 31, 2021.
The
basis for the Board of Trustees’ approval of the Advisory Agreement for the SPAC
ETF is available in the Fund’s Annual
Report
to Shareholders for the period ended December 31, 2020.
The
basis for the Board of Trustees’ approval of the Advisory Agreement for the
Semiconductor ETF and the Conductivity ETF will be available in the Funds’ first
Semi-Annual or Annual Report to Shareholders.
Sub-Adviser
The
Adviser has retained Penserra Capital Management, LLC to serve as sub-adviser
for the Funds. The Sub-Adviser is responsible for the day-to-day management of
the Funds. The Sub-Adviser is a registered investment adviser and New York
limited liability company whose principal office is located at 4 Orinda Way,
Suite 100-A, Orinda, California 94563. The Sub-Adviser provides investment
management services to investment companies and other investment advisers. The
Sub-Adviser is responsible for trading portfolio securities for the Funds,
including selecting broker-dealers to execute purchase and sale transactions or
in connection with any rebalancing or reconstitution of the Index, subject to
the supervision of the Adviser and the Board.
For
its services, the Sub-Adviser is paid a fee by the Adviser, which fee is
calculated daily and paid monthly, at an annual rate based on the aggregate
average daily net assets for each fund advised by the Adviser, including the
Funds, and for which the Sub-Adviser serves as sub-adviser, as follows: 0.05% on
the first $500 million in aggregate net assets; 0.04% on the next $500 million
in aggregate net assets; 0.03% on the next $1 billion in aggregate net
assets; and 0.02% on aggregate net assets in excess of $2 billion, subject to a
minimum annual fee of $15,000 for each fund.
The
basis for the Board of Trustees’ approval of the Sub-Advisory Agreement for the
Quantum ETF, the Connectivity ETF, Next Gen H2 ETF, the Altered Experience
ETF,
and
the Travel ETF is available in the Funds’ Semi-Annual
Report
to Shareholders for the period ended June 30, 2021.
The
basis for the Board of Trustee’s approval of the Sub-Advisory Agreement for the
Digital Revolution ETF is available in the Fund’s Annual
Report
to Shareholders for the period ended December 31, 2021.
The
basis for the Board of Trustees’ approval of the Sub-Advisory Agreement for the
SPAC ETF is available in the Fund’s Annual
Report
to Shareholders for the period ended December 31, 2020.
The
basis for the Board of Trustees’ approval of the Sub-Advisory Agreement for the
Semiconductor ETF and the Conductivity ETF will be available in the Funds’ first
Semi-Annual or Annual Report to Shareholders.
Portfolio
Managers
The
Funds are managed by Penserra’s portfolio management team. The individual
members of the team responsible for the day to day management of the Funds’
portfolios are listed below.
Dustin
Lewellyn, CFA, Managing Director of the Sub-Adviser, Ernesto Tong, CFA, Managing
Director of the Sub-Adviser and Anand Desai, Associate of the Sub-Adviser, are
the Funds’ portfolio managers (the “Portfolio Managers”) and are jointly
responsible for the day to day management of the Funds. The Portfolio Managers
are responsible for various functions related to portfolio management,
including, but not limited to, investing cash inflows, implementing investment
strategy, researching and reviewing investment strategy, and overseeing members
of their portfolio management team with more limited responsibilities.
Mr.
Lewellyn has been a Managing Director with the Sub-Adviser since 2012. He was
President and Founder of Golden Gate Investment Consulting LLC from 2011 through
2015. Prior to that, Mr. Lewellyn was a managing director at Charles Schwab
Investment Management, Inc. (“CSIM”), which he joined in 2009, and head of
portfolio management for Schwab ETFs. Prior to joining CSIM, he worked for two
years as director of ETF product management and development at a major financial
institution focused on asset and wealth management. Prior to that, he was a
portfolio manager for institutional clients at a financial services firm for
three years. In addition, he held roles in portfolio accounting and portfolio
management at a large asset management firm for more than 6 years.
Mr.
Tong has been a Managing Director with the Sub-Adviser since 2015. Prior to
joining Penserra, Mr. Tong spent seven years as a vice president at Blackrock,
where he was a portfolio manager for a number of the iShares ETFs, and prior to
that, he spent two years in the firm’s index research group.
Mr.
Desai has been a Senior Vice President with the Sub-Adviser since 2021 and was
previously an Associate since 2015. Prior to joining Penserra, Mr. Desai spent
five years as a portfolio fund accountant at State Street.
The
Funds’ SAI provides additional information about the Portfolio Managers’
compensation structure, other accounts managed by the Portfolio Managers, and
the Portfolio Managers’ ownership of shares in each Fund.
HOW
TO
BUY
AND
SELL
SHARES
Each
Fund issues and redeems Shares at NAV only in Creation Units. Only APs may
acquire Shares directly from a Fund, and only APs may tender their Shares for
redemption directly to a Fund, at NAV. APs must be a member or participant of a
clearing agency registered with the SEC and must execute a Participant Agreement
that has been agreed to by the Distributor (defined below), and that has been
accepted by a Fund’s transfer agent, with respect to purchases and redemptions
of Creation Units. Once created, Shares trade in the secondary market in
quantities less than a Creation Unit.
Most
investors buy and sell Shares in secondary market transactions through brokers.
Shares are listed for trading on the secondary market on the Exchange and can be
bought and sold throughout the trading day like other publicly traded
securities.
When
buying or selling Shares through a broker, you will incur customary brokerage
commissions and charges, and you may pay some or all of the spread between the
bid and the offer price in the secondary market on each leg of a round trip
(purchase and sale) transaction. In addition, because secondary market
transactions occur at market prices, you may pay more than NAV when you buy
Shares and receive less than NAV when you sell those Shares.
Book
Entry
Shares
are held in book-entry form, which means that no stock certificates are issued.
The Depository Trust Company (“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 a Fund, are an essential part of the ETF process and help
keep Share trading prices in line with NAV. As such, the Funds accommodate
frequent purchases and redemptions by APs. However, the Board has also
determined that frequent purchases and redemptions for cash may increase
tracking error and portfolio transaction costs and may lead to the realization
of capital gains. To minimize these potential consequences of frequent purchases
and redemptions, the Funds employ fair value pricing and may impose transaction
fees on purchases and redemptions of Creation Units to cover the custodial and
other costs incurred by a Fund in effecting trades. In addition, the Funds and
the Adviser reserve the right to reject any purchase order at any
time.
Determination
of 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 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. In particular,
each Fund generally values equity securities traded on any recognized U.S. or
non-U.S. exchange at the last sale price or official closing price on the
exchange or system on which they are principally traded. 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.
Investments
by Registered Investment Companies
Section 12(d)(1)
of the 1940 Act restricts investments by registered investment companies in the
securities of other investment companies, including Shares. Registered
investment companies are permitted to invest in a Fund beyond the limits set
forth in section 12(d)(1) subject to certain terms and conditions set forth in a
rule under the 1940 Act, including that such investment companies enter into an
agreement with a Fund.
DIVIDENDS,
DISTRIBUTIONS,
AND
TAXES
Dividends
and Distributions
Each
Fund intends to pay out dividends, if any, and distribute any net realized
capital gains to its shareholders at least annually. Each Fund will declare and
pay capital gain distributions 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 has elected (or will elect) and intends to continue to qualify each year
for treatment as a RIC. If a Fund meets certain minimum distribution
requirements, a RIC is not subject to tax at the fund level on income and gains
from investments that are timely distributed to shareholders. However, a Fund’s
failure to qualify as a RIC or to meet minimum distribution requirements would
result (if certain relief provisions were not available) in fund-level taxation
and, consequently, a reduction in income available for distribution to
shareholders.
Unless
your investment in Shares is made through a tax-exempt entity or tax-advantaged
account, such as an IRA 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 (APs
only).
Taxes
on Distributions
Each
Fund intends to distribute, at least annually, substantially all of its net
investment income and net capital gains. For federal income tax purposes,
distributions of investment income are generally taxable as ordinary income or
qualified dividend income. Taxes on distributions of capital gains (if any) are
determined by how long a Fund owned the investments that generated them, rather
than how long a shareholder has owned his or her Shares. Sales of assets held by
a Fund for more than one year generally result in long-term capital gains and
losses, and sales of assets held by a Fund for one year or less generally result
in short-term capital gains and losses. Distributions of a Fund’s net capital
gain (the excess of net long-term capital gains over net short-term capital
losses) that are reported by such Fund as capital gain dividends (“Capital Gain
Dividends”) will be taxable as long-term capital gains, which for non-corporate
shareholders are subject to tax at reduced rates of up to 20% (lower rates apply
to individuals in lower tax brackets). Distributions of short-term capital gain
will generally be taxable as ordinary income. Dividends and distributions are
generally taxable to you whether you receive them in cash or reinvest them in
additional Shares.
Distributions
reported by the Funds 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 Funds received in respect of stock of certain
foreign corporations may be qualified dividend income if that stock is readily
tradable on an established U.S. securities market. Corporate shareholders may be
entitled to a dividends received deduction for the portion of dividends they
receive from 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. A Fund’s investment strategy may limit the
amount of distributions eligible for treatment as qualified dividend income in
the hands of non-corporate shareholders or eligible for the dividends received
deduction for corporate shareholders.
Shortly
after the close of each calendar year, you will be informed of the amount and
character of any distributions received from a Fund.
In
general, your distributions are subject to federal income tax for the year in
which they are paid. Certain distributions paid in January, however, may be
treated as paid on December 31 of the prior year. Distributions are generally
taxable even if they are paid from income or gains earned by a Fund before your
investment (and thus were included in the Shares’ NAV when you purchased your
Shares).
You
may wish to avoid investing in a Fund shortly before a dividend or other
distribution, because such a distribution will generally be taxable even though
it may economically represent a return of a portion of your investment.
If
you are neither a resident nor a citizen of the United States or if you are a
foreign entity, distributions (other than Capital Gain Dividends) paid to you by
a Fund will generally be subject to a U.S. withholding tax at the rate of 30%,
unless a lower treaty rate applies. Gains from the sale or other disposition of
your Shares generally are not subject to U.S. taxation, unless you are a
nonresident alien individual who is physically present in the U.S. for 183 days
or more per year. A Fund may, under certain circumstances, report all or a
portion of a dividend as an “interest-related dividend” or a “short-term capital
gain dividend,” which would generally be exempt from this 30% U.S. withholding
tax, provided certain other requirements are met. Different tax consequences may
result if you are a foreign shareholder engaged in a trade or business within
the United States or if a tax treaty applies.
Under
legislation generally known as “FATCA” (the Foreign Account Tax Compliance Act),
a Fund is required to withhold 30% of certain ordinary dividends it pays to
shareholders that are foreign entities and that fail to meet prescribed
information reporting or certification requirements.
Each
Fund (or a financial intermediary, such as a broker, through which a shareholder
owns Shares) generally is required to withhold and remit to the U.S. Treasury a
percentage of the taxable distributions and sale or redemption proceeds paid to
any shareholder who fails to properly furnish a correct taxpayer identification
number, who has underreported dividend or interest income, or who fails to
certify that the shareholder is not subject to such withholding.
Taxes
When Shares are Sold on the Exchange
Any
capital gain or loss realized upon a sale of Shares generally is treated as a
long-term capital gain or loss if Shares have been held for more than one year
and as a short-term capital gain or loss if Shares have been held for one year
or less. However, any capital loss on a sale of Shares held for six months or
less is treated as long-term capital loss to the extent of Capital Gain
Dividends paid with respect to such Shares. Any loss realized on a sale will be
disallowed to the extent Shares of a Fund are acquired, including through
reinvestment of dividends, within a 61-day period beginning 30 days before and
ending 30 days after the disposition of Shares. The ability to deduct capital
losses may be limited.
The
cost basis of Shares of a Fund acquired by purchase will generally be based on
the amount paid for the Shares and then may be subsequently adjusted for other
applicable transactions as required by the Code. The difference between the
selling price and the cost basis of Shares generally determines the amount of
the capital gain or loss realized on the sale or exchange of Shares. Contact the
broker through whom you purchased your Shares to obtain information with respect
to the available cost basis reporting methods and elections for your
account.
Taxes
on Purchases and Redemptions of Creation Units
An
AP having the U.S. dollar as its functional currency for U.S. federal income tax
purposes who exchanges securities for Creation Units generally recognizes a gain
or a loss. The gain or loss will be equal to the difference between the value of
the Creation Units at the time of the exchange and the exchanging AP’s aggregate
basis in the securities delivered, plus the amount of any cash paid for the
Creation Units. An AP who exchanges Creation Units for securities will generally
recognize a gain or loss equal to the difference between the exchanging AP’s
basis in the Creation Units and the aggregate U.S. dollar market value of the
securities received, plus any cash received for such Creation Units. The
Internal Revenue Service may assert, however, that a loss that is realized upon
an exchange of securities for Creation Units may not be currently deducted under
the rules governing “wash sales” (for an AP who does not mark-to-market their
holdings), or on the basis that there has been no significant change in economic
position. APs exchanging securities should consult their own tax advisor with
respect to whether wash sale rules apply and when a loss might be deductible.
Any
gain or loss realized upon a creation or redemption of Creation Units will be
treated as capital or ordinary gain or loss, depending on the circumstances. Any
capital gain or loss realized upon redemption of Creation Units is generally
treated as 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.
Each
Fund may include a payment of cash in addition to, or in place of, the delivery
of a basket of securities upon the redemption of Creation Units. Such Fund may
sell portfolio securities to obtain the cash needed to distribute redemption
proceeds. This may cause such Fund to recognize investment income and/or capital
gains or losses that it might not have recognized if it had completely satisfied
the redemption in-kind. As a result, such Fund may be less tax efficient if it
includes such a cash payment in the proceeds paid upon the redemption of
Creation Units.
Net
Investment Income Tax
U.S.
individuals with income exceeding specified thresholds are subject to a 3.8% tax
on all or a portion of their “net investment income,” which includes interest,
dividends, and certain capital gains (generally including capital gains
distributions and capital gains realized on the sale of Shares). This 3.8% tax
also applies to all or a portion of the undistributed net investment income of
certain shareholders that are estates and trusts.
Investments
in Complex Securities
The
Connectivity ETF may invest in REITs. “Qualified REIT dividends” (i.e.,
ordinary REIT dividends other than capital gain dividends and portions of REIT
dividends designated as qualified dividend income eligible for capital gain tax
rates) are eligible for a 20% deduction by non-corporate taxpayers. This
deduction, if allowed in full, equates to a maximum effective tax rate of 29.6%
(37% top rate applied to income after 20% deduction). Distributions by the
Connectivity ETF to its shareholders that are attributable to qualified REIT
dividends received by the Connectivity ETF and which the Connectivity ETF
properly reports as “section 199A dividends,” are treated as “qualified REIT
dividends” in the hands of non-corporate shareholders. A section 199A dividend
is treated as a qualified REIT dividend only if the shareholder receiving such
dividend holds the dividend-paying RIC shares for at least 46 days of the 91-day
period beginning 45 days before the shares become ex-dividend, and is not under
an obligation to make related payments with respect to a position in
substantially similar or related property. The Connectivity ETF is permitted to
report such part of its dividends as section 199A dividends as are eligible, but
is not required to do so.
REITs
in which the Connectivity ETF invests often do not provide complete and final
tax information to the Connectivity ETF until after the time that the
Connectivity ETF issues a tax reporting statement. As a result, the Connectivity
ETF may at times find it necessary to reclassify the amount and character of its
distributions to you after it issues your tax reporting statement. When such
reclassification is necessary, the Connectivity ETF (or its administrative
agent) will send you a corrected, final Form 1099-DIV to reflect the
reclassified information. If you receive a corrected Form 1099-DIV, use the
information on this corrected form, and not the information on the previously
issued tax reporting statement, in completing your tax returns.
Foreign
Taxes
To
the extent a Fund invests in foreign securities, it may be subject to foreign
withholding taxes with respect to dividends or interest such Fund received from
sources in foreign countries. If more than 50% of the total assets of a Fund at
the close of its taxable year consists of stock or securities of foreign
corporations, the Fund will be eligible to and intends to file an election with
the IRS that may enable shareholders, in effect, to receive either the benefit
of a foreign tax credit, or a deduction from such taxes, with respect to any
foreign and U.S. possessions income taxes paid by the Fund, subject to certain
limitations. If a Fund makes the election, the Fund (or its administrative
agent) will report annually to its shareholders the respective amounts per share
of the Fund’s income from sources within, and taxes paid to, foreign countries
and U.S. possessions.
The
foregoing discussion summarizes some of the possible consequences under current
federal tax law of an investment in each Fund. It is not a substitute for
personal tax advice. You also may be subject to state and local tax on Fund
distributions and sales of Shares. Consult your personal tax advisor about the
potential tax consequences of an investment in Shares
under
all applicable tax laws. For more information, please see the section entitled
“Federal Income Taxes” in the SAI.
DISTRIBUTION
The
Distributor, Foreside Fund Services, LLC, is a broker-dealer registered with the
SEC. The Distributor distributes Creation Units for the Funds on an agency basis
and does not maintain a secondary market in Shares. The Distributor has no role
in determining the policies of the Funds or the securities that are purchased or
sold by the Funds. The Distributor’s principal address is Three Canal Plaza,
Suite 100, Portland, Maine 04101.
The
Board has adopted a Distribution and Service Plan (the “Plan”) pursuant to Rule
12b-1 under the 1940 Act. In accordance with the Plan, each Fund is authorized
to pay an amount up to 0.25% of its average daily net assets each year for
certain distribution-related activities and shareholder services.
No
Rule 12b-1 fees are currently paid by the Funds, and there are no plans to
impose these fees. However, in the event Rule 12b-1 fees are charged in the
future, because the fees are paid out of Fund assets, over time these fees will
increase the cost of your investment and may cost you more than certain other
types of sales charges.
PREMIUM/DISCOUNT
INFORMATION
Information
regarding how often Shares traded on the Exchange at a price above (i.e., at
a premium) or below (i.e., at
a discount) the NAV per Share is available for the Quantum ETF, the Connectivity
ETF, the SPAC ETF, the Next Gen H2 ETF, the Altered Experience ETF, the Travel
ETF, and the Digital Revolution ETF free of charge, on the Funds’ website at
www.defianceetfs.com.
The
Semiconductor ETF and the Conductivity ETF are new and do not have any
information regarding how often Shares traded on the Exchange at a price above
(i.e., at
a premium) or below (i.e.,
at a discount) the NAV of each Fund.
ADDITIONAL
NOTICES
Shares
are not sponsored, endorsed, or promoted by the Exchange. The Exchange makes no
representation or warranty, express or implied, to the owners of the Shares or
any member of the public regarding the ability of the Funds to track the total
return performance of their respective Index or the ability of the Indexes
identified herein to track the performance of their constituent securities. The
Exchange is not responsible for, nor has it participated in, the determination
of the compilation or the calculation of the Indexes, nor in the determination
of the timing of, prices of, or quantities of the Shares to be issued, nor in
the determination or calculation of the equation by which the Shares are
redeemable. The Exchange has no obligation or liability to owners of the Shares
in connection with the administration, marketing, or trading of the Shares.
The
Exchange does not guarantee the accuracy and/or the completeness of the Indexes
or the data included therein. The Exchange makes no warranty, express or
implied, as to results to be obtained by the Funds, owners of the Shares, or any
other person or entity from the use of the Indexes or the data included therein.
The Exchange makes no express or implied warranties, and hereby expressly
disclaims all warranties of merchantability or fitness for a particular purpose
with respect to the Indexes or the data included therein. Without limiting any
of the foregoing, in no event shall the Exchange have any liability for any lost
profits or indirect, punitive, special, or consequential damages even if
notified of the possibility thereof.
The
Adviser, the Sub-Adviser, each Index Provider, each Exchange, 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 a Fund particularly or the ability of an Index to track general
stock market performance. Each Index Provider has no obligation to take the
needs of the applicable Funds or the owners of Shares into consideration in
determining, composing, or calculating an Index. Each Index Provider is not
responsible for, and has not participated in, the determination of the timing
of, prices of, or quantities of Shares to be issued or in the determination or
calculation of the equation by which Shares are redeemable. The Funds, the
Adviser, and the Sub-Adviser do not guarantee the accuracy, completeness, or
performance of an Index or the data included therein and shall have no liability
in connection with the Index or Index calculation. The Index Calculation Agent
maintains and calculates the Index used by each Fund. The Index Calculation
Agent shall have no liability for any errors or omissions in calculating an
Index.
FINANCIAL
HIGHLIGHTS
The
financial highlights tables are intended to help you understand each Fund’s
financial performance for each Fund’s five most recent fiscal years (or the life
of the Fund, if shorter). Certain information reflects financial results for a
single Share. The total returns in the tables represent 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 Cohen & Company, Ltd., the Funds’ independent registered public
accounting firm, whose report, along with the Funds’ financial statements, is
included in the Funds’ annual report, which is available upon request.
Financial
highlights are not shown for the Semiconductor ETF and the Conductivity ETF
because these Funds had not commenced operations as of December 31,
2021.
Defiance
Quantum ETF
FINANCIAL
HIGHLIGHTS
For
a capital share outstanding throughout the year/period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
Ended December 31, 2021 |
|
Year
Ended December 31, 2020 |
|
Year
Ended December 31, 2019 |
|
Period
Ended
December
31, 2018(1) |
|
Net
asset value, beginning of year/period |
$ |
41.44 |
|
|
$ |
29.37 |
|
|
$ |
19.96 |
|
|
$ |
25.00 |
|
|
|
|
|
|
|
|
|
|
|
INCOME
(LOSS) FROM INVESTMENT OPERATIONS: |
|
|
|
|
|
|
|
|
Net
investment income (loss)(2) |
0.31 |
|
|
0.22 |
|
|
0.22 |
|
|
0.05 |
|
|
Net
realized and unrealized gain (loss) on investments |
14.26 |
|
|
12.06 |
|
|
9.36 |
|
|
(5.05) |
|
|
Total
from investment operations |
14.57 |
|
|
12.28 |
|
|
9.58 |
|
|
(5.00) |
|
|
|
|
|
|
|
|
|
|
|
DISTRIBUTIONS
TO SHAREHOLDERS: |
|
|
|
|
|
|
|
|
Distributions
from: |
|
|
|
|
|
|
|
|
Net
investment income |
(0.24) |
|
|
(0.19) |
|
|
(0.18) |
|
|
(0.03) |
|
|
From
realized gains |
(0.03) |
|
|
(0.02) |
|
|
— |
|
|
— |
|
|
Tax
return of capital to shareholders |
— |
|
|
— |
|
|
— |
|
|
(0.01) |
|
|
Total
distributions to shareholders |
(0.27) |
|
|
(0.21) |
|
|
(0.18) |
|
|
(0.04) |
|
|
|
|
|
|
|
|
|
|
|
CAPITAL
SHARE TRANSACTIONS: |
|
|
|
|
|
|
|
|
Transaction
fees |
0.02 |
|
|
0.00 |
|
(3) |
0.01 |
|
|
0.00 |
|
(3) |
|
|
|
|
|
|
|
|
|
Net
asset value, end of year/period |
$ |
55.76 |
|
|
$ |
41.44 |
|
|
$ |
29.37 |
|
|
$ |
19.96 |
|
|
|
|
|
|
|
|
|
|
|
Total
return |
35.27 |
% |
|
42.01 |
% |
|
48.20 |
% |
|
-20.01 |
% |
(4) |
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL
DATA: |
|
|
|
|
|
|
|
|
Net
assets at end of year/period (000’s) |
$ |
178,418 |
|
|
$ |
55,941 |
|
|
$ |
20,558 |
|
|
$ |
2,993 |
|
|
|
|
|
|
|
|
|
|
|
RATIOS
TO AVERAGE NET ASSETS: |
|
|
|
|
|
|
|
|
Expenses
to average net assets |
0.40 |
% |
|
0.40 |
% |
|
0.40 |
% |
(5) |
0.65 |
% |
(6) |
Net
investment income (loss) to average net assets |
0.61 |
% |
|
0.71 |
% |
|
0.87 |
% |
|
0.70 |
% |
(6) |
Portfolio
turnover rate(7) |
35 |
% |
|
40 |
% |
|
45 |
% |
|
22 |
% |
(4) |
(1)
Commencement of operations on September 4, 2018.
(2)
Calculated based on average shares outstanding during the
year/period.
(3)
Less than $0.005.
(4)
Not annualized.
(5)
Effective January 14, 2019, the Adviser reduced its management fee from 0.65% to
0.40%.
(6)
Annualized.
(7)
Excludes the impact of in-kind transactions.
Defiance
Next Gen Connectivity ETF
FINANCIAL
HIGHLIGHTS
For
a capital share outstanding throughout the year/period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
Ended December 31, 2021 |
|
Year
Ended December 31, 2020 |
|
Period
Ended
December
31, 2019(1) |
|
Net
asset value, beginning of year/period |
$ |
33.60 |
|
|
$ |
26.20 |
|
|
$ |
25.00 |
|
|
|
|
|
|
|
|
|
|
|
INCOME
(LOSS) FROM INVESTMENT OPERATIONS: |
|
|
|
|
|
|
|
|
Net
investment income (loss)(2) |
|
0.48 |
|
|
|
0.38 |
|
|
0.25 |
|
|
Net
realized and unrealized gain (loss) on investments |
|
8.09 |
|
|
|
7.35 |
|
|
1.15 |
|
|
Total
from investment operations |
|
8.57 |
|
|
|
7.73 |
|
|
1.40 |
|
|
|
|
|
|
|
|
|
|
|
DISTRIBUTIONS
TO SHAREHOLDERS: |
|
|
|
|
|
|
|
|
Distributions
from: |
|
|
|
|
|
|
|
|
|
Net
investment income |
|
(0.47) |
|
|
|
(0.31) |
|
|
(0.20) |
|
|
Tax
return of capital to shareholders |
|
(0.02) |
|
|
|
(0.02) |
|
|
|
— |
|
|
Total
distributions to shareholders |
|
(0.49) |
|
|
|
(0.33) |
|
|
(0.20) |
|
|
|
|
|
|
|
|
|
|
|
|
CAPITAL
SHARE TRANSACTIONS: |
|
|
|
|
|
|
|
|
|
Transaction
fees |
|
— |
|
|
|
0.00 |
|
(3) |
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
Net
asset value, end of year/period |
$ |
41.68 |
|
|
$ |
33.60 |
|
|
$ |
26.20 |
|
|
|
|
|
|
|
|
|
|
|
Total
return |
|
25.63 |
% |
|
|
29.77 |
% |
|
5.64 |
% |
(4) |
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL
DATA: |
|
|
|
|
|
|
|
|
Net
assets at end of year/period (000’s) |
$ |
1,383,735 |
|
|
$ |
890,292 |
|
|
$ |
162,461 |
|
|
|
|
|
|
|
|
|
|
|
RATIOS
TO AVERAGE NET ASSETS: |
|
|
|
|
|
|
|
|
Expenses
to average net assets |
|
0.30 |
% |
|
|
0.30 |
% |
|
0.30 |
% |
(5) |
Net
investment income (loss) to average net assets |
|
1.29 |
% |
|
|
1.35 |
% |
|
1.22 |
% |
(5) |
Portfolio
turnover rate
(6) |
|
24 |
% |
|
|
28 |
% |
|
54 |
% |
(4) |
|
|
|
|
|
|
|
|
|
(1)
Commencement of operations on March 4, 2019.
(2)
Calculated based on average shares outstanding during the year/period.
(3)
Less than $0.005 per share.
(4)
Not
annualized.
(5)
Annualized.
(6)
Excludes the impact of in-kind transactions.
Defiance
Next Gen SPAC Derived ETF
FINANCIAL
HIGHLIGHTS
For
a capital share outstanding throughout the year/period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
Ended December 31, 2021 |
|
Period
Ended
December
31, 2020(1) |
|
Net
asset value, beginning of year/period |
|
|
|
|
$ |
28.59 |
|
|
$ |
25.24 |
|
|
|
|
|
|
|
|
|
|
|
INCOME
(LOSS) FROM INVESTMENT OPERATIONS: |
|
|
|
|
|
|
|
|
Net
investment income (loss)(2) |
|
|
|
|
(0.09) |
|
|
(0.01) |
|
|
Net
realized and unrealized gain (loss) on investments |
|
|
|
|
(6.97) |
|
|
3.36 |
|
|
Total
from investment operations |
|
|
|
|
(7.06) |
|
|
3.35 |
|
|
|
|
|
|
|
|
|
|
|
DISTRIBUTIONS
TO SHAREHOLDERS: |
|
|
|
|
|
|
|
|
Distributions
from: |
|
|
|
|
|
|
|
|
Net
investment income |
|
|
|
|
(0.27) |
|
|
— |
|
|
From
realized gains |
|
|
|
|
(0.05) |
|
|
— |
|
|
Total
distributions to shareholders |
|
|
|
|
(0.32) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
CAPITAL
SHARE TRANSACTIONS: |
|
|
|
|
|
|
|
|
Transaction
fees |
|
|
|
|
0.00 |
|
(3) |
0.00 |
|
(3) |
|
|
|
|
|
|
|
|
|
Net
asset value, end of year/period |
|
|
|
|
$ |
21.21 |
|
|
$ |
28.59 |
|
|
|
|
|
|
|
|
|
|
|
Total
return |
|
|
|
|
-24.72 |
% |
|
13.29 |
% |
(4) |
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL
DATA: |
|
|
|
|
|
|
|
|
Net
assets at end of year/period (000’s) |
|
|
|
|
$ |
28,097 |
|
|
$ |
50,747 |
|
|
|
|
|
|
|
|
|
|
|
RATIOS
TO AVERAGE NET ASSETS: |
|
|
|
|
|
|
|
|
Expenses
to average net assets |
|
|
|
|
0.45 |
% |
|
0.45 |
% |
(5) |
Net
investment income (loss) to average net assets |
|
|
|
|
-0.37 |
% |
|
-0.16 |
% |
(5) |
Portfolio
turnover rate(6) |
|
|
|
|
149 |
% |
|
64 |
% |
(4) |
(1)
Commencement of operations on September 30, 2020.
(2)
Calculated based on average shares outstanding during the
year/period.
(3)
Less than $0.005.
(4)
Not annualized.
(5)
Annualized.
(6)
Excludes the impact of in-kind transactions.
Defiance
Next Gen H2 ETF
FINANCIAL
HIGHLIGHTS
For
a capital share outstanding throughout the period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period
Ended
December
31, 2021(1) |
|
Net
asset value, beginning of period |
|
|
|
|
$ |
27.16 |
|
|
|
|
|
|
|
|
|
INCOME
(LOSS) FROM INVESTMENT OPERATIONS: |
|
|
|
|
|
|
Net
investment income (loss)(2) |
|
|
|
|
(0.03) |
|
|
Net
realized and unrealized gain (loss) on investments |
|
|
|
|
(8.04) |
|
|
Total
from investment operations |
|
|
|
|
(8.07) |
|
|
|
|
|
|
|
|
|
DISTRIBUTIONS
TO SHAREHOLDERS: |
|
|
|
|
|
|
Distributions
from: |
|
|
|
|
|
|
Net
investment income |
|
|
|
|
— |
|
|
Tax
return of capital to shareholders |
|
|
|
|
(0.00) |
(3) |
Total
distributions to shareholders |
|
|
|
|
(0.00) |
(3) |
|
|
|
|
|
|
|
CAPITAL
SHARE TRANSACTIONS: |
|
|
|
|
|
|
Transaction
fees |
|
|
|
|
0.01 |
|
|
|
|
|
|
|
|
|
Net
asset value, end of period |
|
|
|
|
$ |
19.10 |
|
|
|
|
|
|
|
|
|
Total
return |
|
|
|
|
-29.68 |
% |
(4) |
|
|
|
|
|
|
|
SUPPLEMENTAL
DATA: |
|
|
|
|
|
|
Net
assets at end of period (000’s) |
|
|
|
|
$ |
65,883 |
|
|
|
|
|
|
|
|
|
RATIOS
TO AVERAGE NET ASSETS: |
|
|
|
|
|
|
Expenses
to average net assets |
|
|
|
|
0.30 |
% |
(5) |
Net
investment income (loss) to average net assets |
|
|
|
|
-0.15 |
% |
(5) |
Portfolio
turnover rate(6) |
|
|
|
|
69 |
% |
(4) |
(1)
Commencement of operations on March 9, 2021.
(2)
Calculated based on average shares outstanding during the period.
(3)
Less than $0.005.
(4)
Not annualized.
(5)
Annualized.
(6)
Excludes the impact of in-kind transactions.
Defiance
Next Gen Altered Experience ETF
FINANCIAL
HIGHLIGHTS
For
a capital share outstanding throughout the period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period
Ended
December
31, 2021(1) |
|
Net
asset value, beginning of period |
|
|
|
|
$ |
25.51 |
|
|
|
|
|
|
|
|
|
INCOME
(LOSS) FROM INVESTMENT OPERATIONS: |
|
|
|
|
|
|
Net
investment income (loss)(2) |
|
|
|
|
(0.08) |
|
|
Net
realized and unrealized gain (loss) on investments |
|
|
|
|
(13.38) |
|
|
Total
from investment operations |
|
|
|
|
(13.46) |
|
|
|
|
|
|
|
|
|
DISTRIBUTIONS
TO SHAREHOLDERS: |
|
|
|
|
|
|
Distributions
from: |
|
|
|
|
|
|
Net
investment income |
|
|
|
|
(0.33) |
|
|
Total
distributions to shareholders |
|
|
|
|
(0.33) |
|
|
|
|
|
|
|
|
|
CAPITAL
SHARE TRANSACTIONS: |
|
|
|
|
|
|
Transaction
fees |
|
|
|
|
0.08 |
|
|
|
|
|
|
|
|
|
Net
asset value, end of period |
|
|
|
|
$ |
11.80 |
|
|
|
|
|
|
|
|
|
Total
return |
|
|
|
|
-52.43 |
% |
(3) |
|
|
|
|
|
|
|
SUPPLEMENTAL
DATA: |
|
|
|
|
|
|
Net
assets at end of period (000’s) |
|
|
|
|
$ |
8,258 |
|
|
|
|
|
|
|
|
|
RATIOS
TO AVERAGE NET ASSETS: |
|
|
|
|
|
|
Expenses
to average net assets |
|
|
|
|
0.75 |
% |
(4) |
Net
investment income (loss) to average net assets |
|
|
|
|
-0.75 |
% |
(4) |
Portfolio
turnover rate(5) |
|
|
|
|
58 |
% |
(3) |
(1)
Commencement of operations on May 27, 2021.
(2)
Calculated based on average shares outstanding during the period.
(3)
Not annualized.
(4)
Annualized.
(5)
Excludes the impact of in-kind transactions.
Defiance
Hotel, Airline, and Cruise ETF
FINANCIAL
HIGHLIGHTS
For
a capital share outstanding throughout the period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period
Ended
December
31, 2021(1) |
|
Net
asset value, beginning of period |
|
|
|
|
$ |
24.36 |
|
|
|
|
|
|
|
|
|
INCOME
(LOSS) FROM INVESTMENT OPERATIONS: |
|
|
|
|
|
|
Net
investment income (loss)(2) |
|
|
|
|
(0.05) |
|
|
Net
realized and unrealized gain (loss) on investments |
|
|
|
|
(3.15) |
|
|
Total
from investment operations |
|
|
|
|
(3.20) |
|
|
|
|
|
|
|
|
|
CAPITAL
SHARE TRANSACTIONS: |
|
|
|
|
|
|
Transaction
fees |
|
|
|
|
0.00 |
|
(3) |
|
|
|
|
|
|
|
Net
asset value, end of period |
|
|
|
|
$ |
21.16 |
|
|
|
|
|
|
|
|
|
Total
return |
|
|
|
|
-13.12 |
% |
(4) |
|
|
|
|
|
|
|
SUPPLEMENTAL
DATA: |
|
|
|
|
|
|
Net
assets at end of period (000’s) |
|
|
|
|
$ |
22,751 |
|
|
|
|
|
|
|
|
|
RATIOS
TO AVERAGE NET ASSETS: |
|
|
|
|
|
|
Expenses
to average net assets |
|
|
|
|
0.45 |
% |
(5) |
Net
investment income (loss) to average net assets |
|
|
|
|
-0.37 |
% |
(5) |
Portfolio
turnover rate(6) |
|
|
|
|
26 |
% |
(4) |
(1)
Commencement of operations on June 3, 2021.
(2)
Calculated based on average shares outstanding during the period.
(3)
Less than $0.005.
(4)
Not annualized.
(5)
Annualized.
(6)
Excludes the impact of in-kind transactions.
Defiance
Digital Revolution ETF
FINANCIAL
HIGHLIGHTS
For
a capital share outstanding throughout the period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period
Ended
December
31, 2021(1) |
|
Net
asset value, beginning of period |
|
|
|
|
$ |
24.13 |
|
|
|
|
|
|
|
|
|
INCOME
(LOSS) FROM INVESTMENT OPERATIONS: |
|
|
|
|
|
|
Net
investment income (loss)(2) |
|
|
|
|
(0.01) |
|
|
Net
realized and unrealized gain (loss) on investments |
|
|
|
|
(5.77) |
|
|
Total
from investment operations |
|
|
|
|
(5.78) |
|
|
|
|
|
|
|
|
|
Net
asset value, end of period |
|
|
|
|
$ |
18.35 |
|
|
|
|
|
|
|
|
|
Total
return |
|
|
|
|
-23.93 |
% |
(3) |
|
|
|
|
|
|
|
SUPPLEMENTAL
DATA: |
|
|
|
|
|
|
Net
assets at end of period (000’s) |
|
|
|
|
$ |
9,912 |
|
|
|
|
|
|
|
|
|
RATIOS
TO AVERAGE NET ASSETS: |
|
|
|
|
|
|
Expenses
to average net assets |
|
|
|
|
0.65 |
% |
(4) |
Net
investment income (loss) to average net assets |
|
|
|
|
-0.65 |
% |
(4) |
Portfolio
turnover rate(5) |
|
|
|
|
17 |
% |
(3) |
(1)
Commencement of operations on December 1, 2021.
(2)
Calculated based on average shares outstanding during the period.
(3)
Not annualized.
(4)
Annualized.
(5)
Excludes the impact of in-kind transactions.
DEFIANCE
ETFS
|
|
|
|
|
|
|
|
|
|
|
|
Adviser |
Defiance
ETFs, LLC
78
SW 7th Street, 9th Floor
Miami,
Florida, 33130 |
Sub-Adviser |
Penserra
Capital Management LLC
4
Orinda Way, Suite 100-A
Orinda,
California 94563 |
Index
Providers |
BlueStar
Global Investors, LLC
d/b/a
BlueStar Indexes
1350
Avenue of the Americas, 4th Floor New York, New York 10019
Indxx,
LLC
470
Park Avenue South, Floor 8 South
New
York, New York 10016
BITA
GmbH
Karlstrasse
12
Frankfurt
am Main, Hessen 60329
Germany
MV
Index Solutions GmbH
Kreuznacher
St. 30
Frankfurt
am Main, Hessen 60486
Germany |
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 |
Foreside
Fund Services, LLC
Three
Canal Plaza
Portland,
Maine 04101 |
Custodian |
U.S.
Bank National Association
1555
N. Rivercenter Drive, Suite 302
Milwaukee,
Wisconsin 53212 |
Independent
Registered
Public
Accounting
Firm |
Cohen
& Company, Ltd.
342
North Water Street, Suite 830
Milwaukee,
Wisconsin 53202 |
Legal
Counsel |
Morgan,
Lewis & Bockius LLP
1111
Pennsylvania Avenue, NW
Washington,
DC 20004-2541 |
Investors
may find more information about the Funds in the following documents:
Statement
of Additional Information: The
Funds’ SAI provides additional details about the investments of the Funds and
certain other additional information. A current SAI dated April 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 investments for each Fund other than the Semiconductor ETF
and the Conductivity ETF is available in the Funds’ annual report to
shareholders and will be available in the first annual or semi-annual report for
the Semiconductor ETF and the Conductivity ETF. In the annual
report,
you will find a discussion of the market conditions and investment strategies
that significantly affected each Fund’s performance.
You
can obtain free copies of these documents, request other information or make
general inquiries about the Funds by contacting the Funds at Defiance ETFs, c/o
U.S. Bank Global Fund Services, P.O. Box 701, Milwaukee, Wisconsin 53201-0701 or
calling 1-833-333-9383.
Shareholder
reports and other information about the Funds are 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.defianceetfs.com;
or
(SEC
Investment Company Act File No. 811-22668)