Aptus
Enhanced Yield ETF (JUCY)
Listed
on the Cboe BZX Exchange, Inc.
PROSPECTUS
October
14, 2022
as
Supplemented October 28, 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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Aptus
Enhanced Yield ETF |
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Investment
Objective |
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Fees
and Expenses of the Fund |
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Expense
Example |
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Portfolio
Turnover |
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Principal
Investment Strategy |
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Principal
Investment Risks |
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Performance |
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Portfolio
Management |
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Purchase
and Sale of Shares |
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Tax
Information |
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Financial
Intermediary Compensation |
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Additional
Information About the Fund |
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Investment
Objective |
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Principal
Investment Risks |
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Portfolio
Holdings Information |
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Portfolio
Management |
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Investment
Adviser |
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Manager
of Managers Structure |
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Portfolio
Managers |
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How
to Buy and Sell Shares |
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Book
Entry |
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Frequent
Purchases and Redemptions of Shares |
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Determination
of Net Asset Value (NAV) |
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Fair
Value Pricing |
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Investments
by Registered Investment Companies |
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Delivery
of Shareholder Documents — Householding |
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Dividends,
Distributions, and Taxes |
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Distribution |
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Premium/Discount
Information |
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Additional
Notices |
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Financial
Highlights |
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The
Aptus Enhanced Yield ETF (the “Fund”) seeks current income and capital
preservation.
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 |
0.59% |
Distribution
and/or Service (12b-1) Fees |
0.00% |
Other
Expenses(1) |
0.00% |
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Total
Annual Fund Operating Expenses |
0.59% |
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(1)
Estimated
for the current fiscal year.
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:
The
Fund pays transaction costs, such as commissions, when it buys and sells
securities (or “turns over” its portfolio). A higher portfolio turnover rate may
indicate higher transaction costs and may result in higher taxes when Shares are
held in a taxable account. These costs, which are not reflected in annual fund
operating expenses or in the Example, affect the Fund’s performance. Because the
Fund is newly organized, portfolio turnover information is not yet
available.
The
Fund is an actively managed exchange-traded fund (“ETF”) that seeks to achieve
its investment objectives through a hybrid fixed income and equity-linked note
strategy. The Fund invests primarily in U.S. Treasury Bills, U.S. Treasury
Notes, and the securities of U.S. government-sponsored entities (“GSEs”) (the
“Fixed Income Strategy”) and invests the remainder of its assets in
Equity-Linked Notes (“ELNs”) (the “ELN Strategy”).
Fixed
Income Strategy
Through
its Fixed Income Strategy, under normal market conditions, the Fund invests
approximately 80% to 90% of its assets in U.S. government securities, including
U.S. Treasury securities, as well as securities of GSEs.
The
Fund typically invests in U.S. Treasury Bills or U.S. Treasury Notes with
maturities lower in duration but between about one month and twenty years (also
known as a “bond ladder”). Duration is a measure of a security’s price
sensitivity to changes in yields or interest rates and a lower duration
indicates less sensitivity to interest rates. For example, the price of a
security with a three-year duration would be expected to drop by approximately
3% in response to a 1% increase in interest rates. The Fund will generally
reinvest the principal and interest amounts in corresponding Treasury bills,
notes, or bonds, respectively, that have the furthest away maturity date in the
bond ladder.
The
Fund also invests in securities issued by GSEs, such as the Federal National
Mortgage Association (“Fannie Mae”), Federal Home Loan Mortgage Corporation
(“Freddie Mac”), Federal Home Loan Banks (“FHLBanks”), and Federal Agricultural
Mortgage Corporation (“Farmer Mac”).
ELN
Strategy
In
order to generate income, the Fund typically invests approximately 10% to 20% of
its net assets in ELNs. ELNs are investment products structured as notes that
are issued by counterparties, including banks, broker-dealers or their
affiliates, and designed to offer a return linked to the underlying instruments
within the ELN.
ELNs
in which the Fund invests are derivative instruments that are specially designed
to combine the economic characteristics of a U.S. equity index or individual
U.S. equity securities (the “Underlying Instruments”) (e.g.,
the S&P 500) and option contracts or option spreads in a single note form.
The ELNs provide recurring cash flow to the Fund based on the premiums from the
call options the ELNs write and are an important source of the Fund’s return.
Generally, when purchasing an ELN, the Fund pays the counterparty the current
value of the ELN’s Underlying Instruments plus the cost to structure the ELN.
Upon the maturity of the note, the Fund generally receives the par value of the
note, plus interest, plus or minus a return based on the appreciation or
depreciation of the Underlying Instruments.
The
Fund invests in ELNs to enhance the Fund’s yield (i.e.,
for income generation from premiums on options sold and capital appreciation
potential). When the Fund invests in ELNs, it receives cash but limits its
opportunity to profit from an increase in the market value of the instrument
because of the limits relating to the call options written within the particular
ELN.
The
ELNs in which the Fund invests generate interest, which is paid following the
maturity of the ELN. The ELNs in which the Fund invests are highly customizable,
individually negotiated, bilateral instruments that typically have a maturity
between one week and six months. The Fund caps its exposure to ELNs with a
single counterparty at 5% of the Fund’s assets. The ELNs in which the Fund
invests may not be sold to third parties. In order to redeem a ELN, the Adviser
would sell back the ELN to the issuing counterparty and unwind the two
components of the ELN (i.e.,
the derivative instruments and the options spread).
In
selecting ELNs for the Fund, Aptus Capital Advisors, LLC (“Aptus” or the
“Adviser”) considers the potential income the Underlying Instruments will
generate and the potential losses that could be experienced by the Underlying
Instruments, as well as the liquidity of the Underlying Instruments and the
maturity of the ELN.
The
principal risks of investing in the Fund are summarized below. The principal
risks are presented in alphabetical order to facilitate finding particular risks
and comparing them with other funds. Each risk summarized below is considered a
“principal risk” of investing in the Fund, regardless of the order in which it
appears. As with any investment, there is a risk that you could lose all or a
portion of your investment in the Fund. Some or all of these risks may adversely
affect the Fund’s net asset value per share (“NAV”), trading price, yield, total
return and/or ability to meet its objectives. For more information about the
risks of investing in the Fund, see the section in the Fund’s Prospectus titled
“Additional Information About the Fund.”
•Counterparty
Risk.
Counterparty risk includes the possibility that a party to a transaction
involving the Fund will fail to meet its obligations. This could cause the Fund
to lose the benefit of the transaction or prevent the Fund from selling or
buying other securities to implement its investment strategy.
•ELNs
Risk.
Investing in ELNs may be more costly to a Fund than if the Fund had invested in
the Underlying Instruments directly. Investments in ELNs often have risks
similar to the Underlying Instruments, which include market risk and, as
applicable, foreign securities and currency risk. The Underlying Instruments of
the ELN involve the use of options under the terms defined in the ELN itself.
Due to the utilization of options and depending on the terms of the ELN, the ELN
may be sensitive to leverage risk. That leverage risk is limited to the change
in the value of the ELN and its terms. The Fund’s losses from investing in an
ELN is limited to the principal amount that the Fund invested in such ELN. In
addition, since ELNs are in note form, ELNs are also subject to certain debt
securities risks, such as credit or counterparty risk. Should the prices of the
Underlying Instruments move in an unexpected manner, a Fund may not achieve the
anticipated benefits of an investment in an ELN, and may realize losses, which
could be significant and could include the entire principal investment.
Investments in ELNs are also subject to liquidity risk, which may make ELNs
difficult to sell and value. A lack of liquidity of an ELN may also cause the
value of the ELN to decline. In addition, ELNs may exhibit price behavior that
does not correlate with the Underlying Instruments. ELN investments are subject
to the risk that issuers and/or counterparties will fail to make payments when
due or default completely. Prices of these investments may be adversely affected
if any of the issuers or counterparties it is invested in are subject to an
actual or perceived deterioration in their credit quality. Unlike a direct
investment in equity securities, ELNs typically involve a term or expiration
date, potentially increasing the Fund’s turnover rate, transaction costs and tax
liability. Investments in ELNs allow for enhanced yield but are subject to
limited upside appreciation potential based on movements of a single underlying
reference asset, basket of stocks, or index of equity securities.
•Options
Risk. Selling
(writing) and buying options are speculative activities and entail greater than
ordinary investment risks. The Fund’s use of call and put options can lead to
losses because of adverse movements in the price or value of the reference
asset, which may be magnified by certain features of the options. When selling a
put option, the Fund will receive a premium; however, this premium may not be
enough to offset a loss incurred by the Fund if the price of the underlying
asset is below the strike price by an amount equal to or greater than the
premium. Purchasing of put or call options involves the payment of premiums,
which may adversely affect the Fund’s performance. Purchased put or call options
may expire worthless resulting in the Fund’s loss of the premium it paid for the
option.
•ETF
Risks. The
Fund is an ETF, and, as a result of an ETF’s structure, it is exposed to the
following risks:
•Authorized
Participants, Market Makers, and Liquidity Providers Concentration
Risk. The
Fund has a limited number of financial institutions that may act as Authorized
Participants (“APs”). In addition, there may be a limited number of market
makers and/or liquidity providers in the marketplace. To the extent either of
the following events occur, Shares may trade at a material discount to NAV and
possibly face delisting: (i) APs exit the business or otherwise become
unable to process creation and/or redemption orders and no other APs step
forward to perform these services, or (ii) market makers and/or liquidity
providers exit the business or significantly reduce their business activities
and no other entities step forward to perform their functions.
•Costs
of Buying or Selling Shares.
Due to the costs of buying or selling Shares, including brokerage commissions
imposed by brokers and bid-ask spreads, frequent trading of Shares may
significantly reduce investment results and an investment in Shares may not be
advisable for investors who anticipate regularly making small investments.
•Shares
May Trade at Prices Other Than NAV. As
with all ETFs, Shares may be bought and sold in the secondary market at market
prices. Although it is expected that the market price of Shares will approximate
the Fund’s NAV, there may be times when the market price of Shares is more than
the NAV intra-day (premium) or less than the NAV intra-day (discount) due to
supply and demand of Shares or during periods of market volatility. This risk is
heightened in times of market volatility, periods of steep market declines, and
periods when there is limited trading activity for Shares in the secondary
market, in which case such premiums or discounts may be significant.
•Trading. Although
Shares are listed for trading on Cboe BZX Exchange, Inc. (the “Exchange”) and
may be traded on U.S. exchanges other than the Exchange, there can be no
assurance that Shares will trade with any volume, or at all, on any stock
exchange. In stressed market conditions, the liquidity of Shares may begin to
mirror the liquidity of the Fund’s underlying portfolio holdings, which can be
significantly less liquid than Shares, and this could lead to differences
between the market price of the Shares and the underlying value of those Shares.
•Fixed
Income Securities Risk. The
Fund invests in fixed income securities. Fixed income securities, such as bonds,
involve certain risks, which include:
•Credit
Risk. Credit
risk refers to the possibility that the issuer of a security will not be able to
make payments of interest and principal when due. Changes in an issuer’s credit
rating or the market’s perception of an issuer’s creditworthiness may also
affect the value of an investment in that issuer.
•Interest
Rate Risk.
Generally, the value of fixed income securities will change inversely with
changes in interest rates. As interest rates rise, the market value of fixed
income securities tends to decrease. Conversely, as interest rates fall, the
market value of fixed income securities tends to increase. This risk will be
greater for long-term securities than for short-term securities. In recent
periods, governmental financial regulators, including the U.S. Federal Reserve,
have taken steps to increase interest rates, which may increase interest rate
risk. Changes in government intervention may have adverse effects on
investments, volatility, and illiquidity in debt markets.
•Futures
Contracts Risk.
A decision as to whether, when, and how to use futures involves the exercise of
skill and judgment and even a well-conceived futures transaction may be
unsuccessful because of market behavior or unexpected events. In addition to the
risks associated with all derivatives, the prices of futures can be highly
volatile, using futures can lower total return, and the potential loss from
futures can exceed the Fund’s initial investment in such contracts and could be
unlimited.
•Government
Obligations Risk. No
assurance can be given that the U.S. government will provide financial support
to U.S. government-sponsored agencies or instrumentalities where it is not
obligated to do so by law, such as Fannie Mae and Freddie Mac. Securities issued
by Fannie Mae and Freddie Mac have historically been supported only by the
discretionary authority of the U.S. government. While the U.S. government
provides financial support to various U.S. government-sponsored agencies and
instrumentalities, such as Fannie Mae and Freddie Mac, no assurance can be given
that it will always do so. In September 2008, at the direction of the U.S.
Department of the Treasury, Fannie Mae and Freddie Mac were placed into
conservatorship under the Federal Housing Finance Agency (“FHFA”), an
independent regulator, and they remain in such status as of the date of this
Prospectus. The U.S. government also took steps to provide additional financial
support to Fannie Mae and Freddie Mac.
•Government
Securities Risk. The
Fund invests in U.S. Treasury obligations and securities issued or guaranteed by
the U.S. Treasury. U.S. government securities are subject to market risk,
interest rate risk and credit risk. Securities, such as those issued or
guaranteed the U.S. Treasury, that are backed by the full faith and credit of
the United States are guaranteed only as to the timely payment of interest and
principal when held to maturity and the market prices for such securities will
fluctuate. Notwithstanding that these securities are backed by the full faith
and credit of the United States, circumstances could arise that would prevent
the payment of interest or principal. This would result in losses to the Fund.
Some GSE securities may not be backed by the full faith and credit of the U.S.
government, such as those issued by Freddie Mac, Fannie Mae, FHLBanks, and
Farmer Mac. These entities are, however, supported through federal subsidies,
loans or other benefits. The Fund may also invest in GSE securities that are
supported by the full faith and credit of the U.S. Government, such as those
issued by the Government National Mortgage Association (Ginnie Mae).
•Large-Capitalization
Investing.
The
securities of large cap 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. The Fund’s performance may be adversely affected if securities
of
large cap companies outperform the market as a whole because the Fund invests in
ELNs with short call option spreads on large cap equities (e.g.,
the S&P 500). Because ELNs generate income from premiums on options sold and
are subject to limited upside appreciation given their use of short call option
spreads on large cap equities, the outperformance of, or volatility related to,
large cap companies may adversely impact the ELN’s performance, which in turn
may adversely impact Fund performance.
•Management
Risk. The
Fund is actively managed and may not meet its investment objective based on the
Adviser’s success or failure to implement investment strategies for the Fund.
•Market
Risk. The
trading prices of the securities held by the Fund, as well as the Underlying
Instruments of the ELNs, fluctuate in response to a variety of factors. These
factors include events impacting the entire market or specific market segments,
such as political, market and economic developments, as well as events that
impact specific issuers. The Fund’s NAV and market price, like security and
commodity prices generally, may fluctuate significantly in response to these and
other factors. 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. As a result, an investor could lose money over short or
long periods of time.
•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.
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.aptusetfs.com.
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Adviser |
Aptus
Capital Advisors, LLC |
Portfolio
Managers |
John
D. (“JD”) Gardner, CFA, Chief Investment Officer and Managing Member at
the Adviser, has been a portfolio manager of the Fund since its inception
in October 2022.
Mark
Callahan, Portfolio Manager and Head of Trading at the Adviser, has been a
portfolio manager of the Fund since its inception in October
2022.
Brad
Rapking, CFA, Portfolio Manager and Analyst at the Adviser, has been
portfolio manager of the Fund since its inception in October
2022. |
The
Fund issues and redeems Shares at NAV only in Creation Units. Only APs may
acquire Shares directly from the Fund, and only APs may tender their Shares for
redemption directly to the Fund, at NAV. APs must be a member or participant of
a clearing agency registered with the SEC and must execute a Participant
Agreement that has been agreed to by the Distributor (defined below), and that
has been accepted by the Fund’s transfer agent, with respect to purchases and
redemptions of Creation Units. Once created, Shares trade in the secondary
market in quantities less than a Creation Unit.
Most
investors buy and sell Shares in secondary market transactions through brokers.
Shares are listed for trading on the secondary market on the Exchange and can be
bought and sold throughout the trading day like other publicly traded
securities.
When
buying or selling Shares through a broker, you will incur customary brokerage
commissions and charges, and you may pay some or all of the bid-ask spread on
your transactions. In addition, because secondary market transactions occur at
market prices, you may pay more than NAV when you buy Shares and receive less
than NAV when you sell those Shares.
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.
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.
The
Fund’s investment objective has been adopted as a non-fundamental investment
policy and may be changed without shareholder approval upon written notice to
shareholders.
The
ELNs in which the Fund invests are prepaid at the time they are assumed by the
Fund. There is no continuing payment obligation for the Fund.
Temporary
Defensive Positions
To
respond to adverse market, economic, political, or other conditions, the Fund
may invest up to 100% of its assets in a temporary defensive manner by holding
all or a substantial portion of its assets in cash, cash equivalents, or other
high quality short-term investments. Examples of temporary defensive investments
include short-term U.S. government securities, commercial paper, bank
obligations, repurchase agreements, money market fund shares, and other money
market instruments. The Fund also may invest in these types of defensive
investments or hold cash while looking for suitable investment opportunities or
to maintain liquidity. In these circumstances, the Fund may be unable to achieve
its investment objective.
This
section provides additional information regarding the principal risks described
in the Fund Summary. As in the Fund Summary, the principal risks below are
presented in alphabetical order to facilitate finding particular risks and
comparing them with other funds. Each risk described below is considered a
“principal risk” of investing in the Fund, regardless of the order in which it
appears. Each of the factors below could have a negative impact on the Fund’s
performance and trading prices.
•Counterparty
Risk. Counterparty
risk includes the possibility that a party to a transaction involving the Fund
will fail to meet its obligations. This could cause the Fund to lose the benefit
of the transaction or prevent the Fund from selling or buying other securities
to implement its investment strategy.
•ELNs
Risk. Investing
in ELNs may be more costly to a Fund than if the Fund had invested in the
Underlying Instruments directly. Investments in ELNs often have risks similar to
the Underlying Instruments, which
include
market risk and, as applicable, foreign securities and currency risk. The
Underlying Instruments of the ELN involve the use of options under the terms
defined in the ELN itself. Due to the utilization of options and depending on
the terms of the ELN, the ELN may be sensitive to leverage risk. That leverage
risk is limited to the change in the value of the ELN and its terms. The Fund’s
losses from investing in an ELN is limited to the principal amount that the Fund
invested in such ELN. In addition, since ELNs are in note form, ELNs are also
subject to certain debt securities risks, such as credit or counterparty risk.
Should the prices of the Underlying Instruments move in an unexpected manner, a
Fund may not achieve the anticipated benefits of an investment in an ELN, and
may realize losses, which could be significant and could include the entire
principal investment. Investments in ELNs are also subject to liquidity risk,
which may make ELNs difficult to sell and value. A lack of liquidity may also
cause the value of the ELN to decline. In addition, ELNs may exhibit price
behavior that does not correlate with the Underlying Instruments. ELN
investments are subject to the risk that issuers and/or counterparties will fail
to make payments when due or default completely. Prices of these investments may
be adversely affected if any of the issuers or counterparties it is invested in
are subject to an actual or perceived deterioration in their credit quality. If
the ELN is held to maturity, the issuer would pay to the purchaser the
Underlying Instrument’s value at maturity with any necessary adjustments. The
holder of an ELN that is linked to a particular underlying security or
instrument may be entitled to receive dividends paid in connection with that
underlying equity security, but typically does not receive voting rights as it
would if it directly owned the underlying equity security. Unlike a direct
investment in equity securities, ELNs typically involve a term or expiration
date, potentially increasing the Fund’s turnover rate, transaction costs and tax
liability. Investments in ELNs allow for enhanced yield but are subject to
limited upside appreciation potential based on movements of a single underlying
reference asset, basket of stocks, or index of equity securities.
•Options
Risk. Selling
(writing) and buying options are speculative activities and entail greater than
ordinary investment risks. The Fund’s use of call and put options can lead to
losses because of adverse movements in the price or value of the reference
asset, which may be magnified by certain features of the options. When selling a
put option, the Fund will receive a premium; however, this premium may not be
enough to offset a loss incurred by the Fund if the price of the underlying
asset is below the strike price by an amount equal to or greater than the
premium. Purchasing of put or call options involves the payment of premiums,
which may adversely affect the Fund’s performance. Purchased put or call options
may expire worthless resulting in the Fund’s loss of the premium it paid for the
option.
•ETF
Risks. The
Fund is an ETF, and, as a result of an ETF’s structure, it is exposed to the
following risks:
•APs,
Market Makers, and Liquidity Providers Concentration Risk.
The Fund has a limited number of financial institutions that may act as APs. In
addition, there may be a limited number of market makers and/or liquidity
providers in the marketplace. To the extent either of the following events
occur, Shares may trade at a material discount to NAV and possibly face
delisting: (i) APs exit the business or otherwise become unable to process
creation and/or redemption orders and no other APs step forward to perform these
services, or (ii) market makers and/or liquidity providers exit the business or
significantly reduce their business activities and no other entities step
forward to perform their functions.
•Costs
of Buying or Selling Shares.
Investors buying or selling Shares in the secondary market will pay brokerage
commissions or other charges imposed by brokers, as determined by that broker.
Brokerage commissions are often a fixed amount and may be a significant
proportional cost for investors seeking to buy or sell relatively small amounts
of Shares. In addition, secondary market investors will also incur the cost of
the difference between the price at which an investor is willing to buy Shares
(the “bid” price) and the price at which an investor is willing to sell Shares
(the “ask” price). This difference in bid and ask prices is often referred to as
the “spread” or “bid-ask spread.” The bid-ask spread varies over time for Shares
based on trading volume and market liquidity, and the spread is generally lower
if Shares have more trading volume and market liquidity and higher if Shares
have little trading volume and market liquidity. Further, a relatively small
investor base in the Fund, asset swings in the Fund, and/or increased market
volatility may cause increased bid-ask spreads. Due to the costs of buying or
selling Shares, including bid-ask spreads, frequent trading of Shares may
significantly reduce investment results and an
investment
in Shares may not be advisable for investors who anticipate regularly making
small investments.
•Shares
May Trade at Prices Other Than NAV.
As with all ETFs, Shares may be bought and sold in the secondary market at
market prices. Although it is expected that the market price of Shares will
approximate the Fund’s NAV, there may be times when the market price of Shares
is more than the NAV intra-day (premium) or less than the NAV intra-day
(discount) due to supply and demand of Shares or during periods of market
volatility. This risk is heightened in times of market volatility, periods of
steep market declines, and periods when there is limited trading activity for
Shares in the secondary market, in which case such premiums or discounts may be
significant.
•Trading.
Although Shares are listed for trading on the Exchange and may be listed or
traded on U.S. and non-U.S. stock exchanges other than the Exchange, there can
be no assurance that an active trading market for such Shares will develop or be
maintained. Trading in Shares may be halted due to market conditions or for
reasons that, in the view of the Exchange, make trading in Shares inadvisable.
In addition, trading in Shares on the Exchange is subject to trading halts
caused by extraordinary market volatility pursuant to Exchange “circuit breaker”
rules, which temporarily halt trading on the Exchange when a decline in the
S&P 500®
Index during a single day reaches certain thresholds (e.g.,
7%, 13%, and 20%). Additional rules applicable to the Exchange may halt trading
in Shares when extraordinary volatility causes sudden, significant swings in the
market price of Shares. There can be no assurance that Shares will trade with
any volume, or at all, on any stock exchange. In stressed market conditions, the
liquidity of Shares may begin to mirror the liquidity of the Fund’s underlying
portfolio holdings, which can be significantly less liquid than Shares, and this
could lead to differences between the market price of the Shares and the
underlying value of those Shares.
•Fixed
Income Securities Risk. The
Fund invests in fixed income securities. Fixed income securities, such as bonds,
involve certain risks, which include:
•Credit
Risk. Credit
risk refers to the possibility that the issuer of a security will not be able to
make principal and interest payments when due. Changes in an issuer’s credit
rating or the market’s perception of an issuer’s creditworthiness may also
affect the value of an investment in that issuer. The degree of credit risk
depends on both the financial condition of the issuer and the terms of the
obligation.
•Interest
Rate Risk.
Generally, the value of fixed income securities will change inversely with
changes in interest rates. As interest rates rise, the market value of fixed
income securities tends to decrease. Conversely, as interest rates fall, the
market value of fixed income securities tends to increase. This risk will be
greater for long-term securities than for short-term securities. In recent
periods, governmental financial regulators, including the U.S. Federal Reserve,
have taken steps to increase interest rates, which may increase interest rate
risk. Changes in government intervention may have adverse effects on
investments, volatility, and illiquidity in debt markets.
•Futures
Contracts Risk.
The value of a futures contract tends to increase and decrease in tandem with
the value of the Underlying Instrument. Depending on the terms of the particular
contract, futures contracts are settled through either physical delivery of the
Underlying Instrument on the settlement date or by payment of a cash settlement
amount on the settlement date. A decision as to whether, when, and how to use
futures involves the exercise of skill and judgment and even a well-conceived
futures transaction may be unsuccessful because of market behavior or unexpected
events. In addition to the risks associated with all derivatives, the prices of
futures can be highly volatile, using futures can lower total return, and the
potential loss from futures can exceed the Fund’s initial investment in such
contracts and could be unlimited.
•Government
Obligations Risk.
No
assurance can be given that the U.S. government will provide financial support
to U.S. government-sponsored agencies or instrumentalities where it is not
obligated to do so by law, such as Fannie Mae and Freddie Mac. Securities issued
by Fannie Mae and Freddie Mac have historically been supported only by the
discretionary authority of the U.S. government. While the U.S. government
provides financial support to various U.S. government-sponsored agencies and
instrumentalities, such as Fannie Mae and Freddie Mac, no assurance can be given
that it will always do so. In September 2008, at the
direction
of the U.S. Department of the Treasury, Fannie Mae and Freddie Mac were placed
into conservatorship under the Federal Housing Finance Agency (“FHFA”), an
independent regulator, and they remain in such status as of the date of this
Prospectus. The U.S. government also took steps to provide additional financial
support to Fannie Mae and Freddie Mac.
•Government
Securities Risk.
The
Fund invests in U.S. Treasury obligations and securities issued or guaranteed by
the U.S. Treasury. U.S. government securities are subject to market risk,
interest rate risk and credit risk. Securities, such as those issued or
guaranteed the U.S. Treasury, that are backed by the full faith and credit of
the United States are guaranteed only as to the timely payment of interest and
principal when held to maturity and the market prices for such securities will
fluctuate. Notwithstanding that these securities are backed by the full faith
and credit of the United States, circumstances could arise that would prevent
the payment of interest or principal. This would result in losses to the Fund.
Some GSE securities may not be backed by the full faith and credit of the U.S.
government, such as those issued by Freddie Mac, Fannie Mae, FHLBanks, and
Farmer Mac. These entities are, however, supported through federal subsidies,
loans or other benefits. The Fund may also invest in GSE securities that are
supported by the full faith and credit of the U.S. Government, such as those
issued by Ginnie Mae.
•Large-Capitalization
Investing.
The
securities of large cap 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. The Fund’s performance may be adversely affected if securities of large
cap companies outperform the market as a whole because the Fund invests in ELNs
with short call option spreads on large cap equities (e.g.,
the S&P 500). Because ELNs generate income from premiums on options sold and
are subject to limited upside appreciation given their use of short call option
spreads on large cap equities, the outperformance of, or volatility related to,
large cap companies may adversely impact the ELN’s performance, which in turn
may adversely impact Fund performance.
•Management
Risk. The
Fund is actively managed and may not meet its investment objective based on the
Adviser’s success or failure to implement investment strategies for the Fund.
•Market
Risk. The
trading prices of the securities held by the Fund, as well as the Underlying
Instruments of the ELNs, fluctuate in response to a variety of factors. These
factors include events impacting the entire market or specific market segments,
such as political, market and economic developments, as well as events that
impact specific issuers. The Fund’s NAV and market price, like security and
commodity prices generally, may fluctuate significantly in response to these and
other factors. 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. As a result, an investor could lose money over short or
long periods of time.
Beginning
in the first quarter of 2020, financial markets in the United States and around
the world experienced extreme and, in many cases, unprecedented volatility and
severe losses due to the global pandemic caused by COVID-19, a novel
coronavirus. The pandemic resulted in a wide range of social and economic
disruptions, including closed borders, voluntary or compelled quarantines of
large populations, stressed healthcare systems, reduced or prohibited domestic
or international travel, and supply chain disruptions affecting the United
States and many other countries. Some sectors of the economy and individual
issuers have experienced particularly large losses as a result of these
disruptions, and such disruptions may continue for an extended period of time or
reoccur in the future to a similar or greater extent. In response, the
U.S.
government and the Federal Reserve have taken extraordinary actions to support
the domestic economy and financial markets. Many countries, including the U.S.,
are subject to few restrictions related to the spread of COVID-19. It is unknown
how long circumstances related to the pandemic will persist, whether they will
reoccur in the future, whether efforts to support the economy and financial
markets will be successful, and what additional implications may follow from the
pandemic. The impact of these events and other epidemics or pandemics in the
future could adversely affect Fund performance.
•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.
Information
about the Fund’s daily portfolio holdings is available at
www.aptusetfs.com/jucy. A complete description of the Fund’s policies and
procedures with respect to the disclosure of the Fund’s portfolio holdings is
available in the Fund’s Statement of Additional Information
(“SAI”).
Aptus
serves as the Fund’s investment adviser and has overall responsibility for the
general management of the Fund. Aptus is a registered investment adviser with
offices located at 265 Young Street Fairhope, Alabama 36532. Aptus provides
investment advisory services to separately managed accounts, as well as to the
Fund. Aptus also arranges for transfer agency, custody, fund administration, and
all other related services necessary for the Fund to operate. For the services
it provides to the Fund, the Fund pays the Adviser a unified management fee,
which is calculated daily and paid monthly, at an annual rate of 0.59% based on
the Fund’s average daily net assets.
Under
the Investment Advisory Agreement, the Adviser has agreed to pay all expenses of
the Fund except for the fee paid to the Adviser pursuant to the Investment
Advisory Agreement, interest charges on any borrowings, taxes, brokerage
commissions and other expenses incurred in placing orders for the purchase and
sale of securities and other investment instruments, acquired fund fees and
expenses, accrued deferred tax liability, extraordinary expenses, and
distribution fees and expenses paid by the Trust under any distribution plan
adopted pursuant to Rule 12b-1 under the 1940 Act.
The
basis for the Board of Trustees’ approval of the Fund’s Investment Advisory
Agreement will be available in the Fund’s first Annual or Semi-Annual Report to
Shareholders.
Manager
of Managers Structure
The
Fund and the Adviser have applied for an exemptive order from the SEC permitting
the Adviser (subject to certain conditions and the Board’s approval) to select
or change sub-advisers without obtaining shareholder approval. The order will
also permit the Adviser to materially amend the terms of agreements with a
sub-adviser (including an increase in the fee paid by the Adviser to the
sub-adviser (and not paid by the Fund)) or to continue the employment of a
sub-adviser after an event that would otherwise cause the automatic termination
of services with Board approval, but without shareholder approval. Shareholders
will be notified of any sub-adviser changes.
Mark
Callahan is a Portfolio Manager and the Head of Trading at Aptus and has been
with Aptus since 2019. In his role as Portfolio Manager, Mr. Callahan has been
focused on derivative management, timing, hedging, and trading. Prior to joining
Aptus, Mr. Callahan enjoyed a nearly 12-year career on the Sell-Side as an
Institutional Equity and Derivatives Trader, as well as a Transition Manager.
Mr. Callahan holds a BBA in Finance from the University of Oklahoma, and a MSc.
of Real Estate from the University of Texas at Arlington.
JD
Gardner, CFA, CMT, is the Managing Member and Chief Investment Officer at Aptus
and has been with Aptus since founding the firm in 2013. Prior to Aptus, Mr.
Gardner was a research analyst at Cornerstone Investment Management and an
Associated Person for a commodity trading advisor. Mr. Gardner previously held
roles in wealth and asset management for UBS and Morgan Stanley.
Brad
Rapking, CFA, is a Portfolio Manager and Analyst at Aptus and joined the firm in
2020. In his role as Portfolio Manager, Mr. Rapking is focused on portfolio
construction, fundamental research, idea generation and buy/sell decisions. Mr.
Rapking graduated from Xavier University in 2015 with a BSBA in Finance. Mr.
Rapking is a CFA Charterholder and a member of the CFA Institute and CFA Society
of Alabama. Prior to joining Aptus, Mr. Rapking was an Equity Analyst for the
Driehaus Capital Value Equities team responsible for fundamental research and
idea generation in the Small Cap Value, Micro Cap Value, and International Small
Cap Value strategies. Mr. Rapking has more than five years of experience in
institutional equity research, trading and operations.
The
Fund issues and redeems Shares at NAV only in Creation Units. Only APs may
acquire Shares directly from the Fund, and only APs may tender their Shares for
redemption directly to the Fund, at NAV. APs must be a member or participant of
a clearing agency registered with the SEC and must execute a Participant
Agreement
that
has been agreed to by the Distributor (defined below), and that has been
accepted by the Fund’s transfer agent, with respect to purchases and redemptions
of Creation Units. Once created, Shares trade in the secondary market in
quantities less than a Creation Unit.
Most
investors buy and sell Shares in secondary market transactions through brokers.
Shares are listed for trading on the secondary market on the Exchange and can be
bought and sold throughout the trading day like other publicly traded
securities.
When
buying or selling Shares through a broker, you will incur customary brokerage
commissions and charges, and you may pay some or all of the bid-ask spread on
your transactions. In addition, because secondary market transactions occur at
market prices, you may pay more than NAV when you buy Shares and receive less
than NAV when you sell those Shares.
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.
The
Fund imposes no restrictions on the frequency of purchases and redemptions of
Shares. In determining not to approve a written, established policy, the Board
evaluated the risks of market timing activities by Fund shareholders. Purchases
and redemptions by APs, who are the only parties that may purchase or redeem
Shares directly with the Fund, are an essential part of the ETF process and help
keep Share trading prices in line with NAV. As such, the Fund accommodates
frequent purchases and redemptions by APs. However, the Board has also
determined that frequent purchases and redemptions for cash may increase
tracking error and portfolio transaction costs and may lead to the realization
of capital gains. To minimize these potential consequences of frequent purchases
and redemptions, the Fund employs fair value pricing and may impose transaction
fees on purchases and redemptions of Creation Units to cover the custodial and
other costs incurred by the Fund in effecting trades. In addition, the Fund and
the Adviser reserve the right to reject any purchase order at any time.
The
Fund’s NAV is calculated as of the scheduled close of regular trading on the New
York Stock Exchange (“NYSE”), generally 4:00 p.m. Eastern time, each day
the NYSE is open for business. The NAV is calculated by dividing the Fund’s net
assets by its Shares outstanding.
In
calculating its NAV, the Fund generally values its assets on the basis of market
quotations, last sale prices, or estimates of value furnished by a pricing
service or brokers who make markets in such instruments. If such information is
not available for a security held by the Fund or is determined to be unreliable,
the security will be valued by the Adviser at fair value pursuant to procedures
established by the Adviser and approved by the Board (as described below).
The
Adviser has been designated by the Board as the valuation designee for the Fund
pursuant to Rule 2a-5 under the 1940 Act. In its capacity as valuation designee,
the Adviser has adopted procedures and methodologies to fair value Fund
securities whose market prices are not “readily available” or are deemed to be
unreliable. For example, such circumstances may arise when: (i) a security has
been de-listed or has had its trading halted or
suspended;
(ii) a security’s primary pricing source is unable or unwilling to provide a
price; (iii) a security’s primary trading market is closed during regular market
hours; or (iv) a security’s value is materially affected by events occurring
after the close of the security’s primary trading market. The Board has
appointed the Adviser as the Fund’s valuation designee to perform all fair
valuations of the Fund’s portfolio investments, subject to the Board’s
oversight. Accordingly, the Adviser has established procedures for its fair
valuation of the Fund’s portfolio investments. Generally, when fair valuing a
security held by the Fund, the Adviser will take into account all reasonably
available information that may be relevant to a particular valuation including,
but not limited to, fundamental analytical data regarding the issuer,
information relating to the issuer’s business, recent trades or offers of the
security, general and/or specific market conditions and the specific facts
giving rise to the need to fair value the security. Fair value determinations
are made in good faith and in accordance with the fair value methodologies
established by the Adviser. Due to the subjective and variable nature of
determining the fair value of a security or other investment, there can be no
assurance that the Adviser’s fair value will match or closely correlate to any
market quotation that subsequently becomes available or the price quoted or
published by other sources. In addition, the Fund may not be able to obtain the
fair value assigned to the security upon the sale of such security.
Section 12(d)(1)
of the 1940 Act restricts investments by registered investment companies in the
securities of other investment companies, including Shares. Registered
investment companies are permitted to invest in the Fund beyond the limits set
forth in section 12(d)(1) subject to certain terms and conditions set forth in
Rule 12d1-4 under the 1940 Act, including that such investment companies enter
into an agreement with the Fund.
Householding
is an option available to certain investors of the Fund. Householding is a
method of delivery, based on the preference of the individual investor, in which
a single copy of certain shareholder documents can be delivered to investors who
share the same address, even if their accounts are registered under different
names. Householding for the Fund is available through certain broker-dealers. If
you are interested in enrolling in householding and receiving a single copy of
prospectuses and other shareholder documents, please contact your broker-dealer.
If you are currently enrolled in householding and wish to change your
householding status, please contact your broker-dealer.
Dividends
and Distributions
The
Fund intends to pay out dividends, if any, and distribute any net realized
capital gains to its shareholders at least annually. The Fund will declare and
pay capital gain distributions in cash. Distributions in cash may be reinvested
automatically in additional whole Shares only if the broker through whom you
purchased Shares makes such option available. Your broker is responsible for
distributing the income and capital gain distributions to you.
Taxes
The
following discussion is a summary of some important U.S. federal income tax
considerations generally applicable to investments in the Fund. Your investment
in the Fund may have other tax implications. Please consult your tax advisor
about the tax consequences of an investment in Shares, including the possible
application of foreign, state, and local tax laws.
The
Fund intends to elect and qualify each year for treatment as a regulated
investment company (“RIC”) under the Code. If it meets certain minimum
distribution requirements, a RIC is not subject to tax at the fund level on
income and gains from investments that are timely distributed to shareholders.
However, the Fund’s failure to qualify as a RIC or to meet minimum distribution
requirements would result (if certain relief provisions were not available) in
fund-level taxation and, consequently, a reduction in income available for
distribution to shareholders.
Unless
your investment in Shares is made through a tax-exempt entity or tax-advantaged
account, such as an IRA, you need to be aware of the possible tax consequences
when the Fund makes distributions, when you sell your Shares listed on the
Exchange, and when you purchase or redeem Creation Units (APs only).
Taxes
on Distributions
The
Fund intends to distribute, at least annually, substantially all of its net
investment income and net capital gains. For federal income tax purposes,
distributions of investment income are generally taxable as ordinary income or
qualified dividend income. Taxes on distributions of capital gains (if any) are
determined by how long the Fund owned the investments that generated them,
rather than how long a shareholder has owned his or her Shares. Sales of assets
held by the Fund for more than one year generally result in long-term capital
gains and losses, and sales of assets held by the Fund for one year or less
generally result in short-term capital gains and losses. Distributions of the
Fund’s net capital gain (the excess of net long-term capital gains over net
short-term capital losses) that are reported by the Fund as capital gain
dividends (“Capital Gain Dividends”) will be taxable as long-term capital gains,
which for non-corporate shareholders are subject to tax at reduced rates of up
to 20% (lower rates apply to individuals in lower tax brackets). Distributions
of short-term capital gain will generally be taxable as ordinary income.
Dividends and distributions are generally taxable to you whether you receive
them in cash or reinvest them in additional Shares.
Distributions
reported by the Fund as “qualified dividend income” are generally taxed to
non-corporate shareholders at rates applicable to long-term capital gains,
provided holding period and other requirements are met. “Qualified dividend
income” generally is income derived from dividends paid by U.S. corporations or
certain foreign corporations that are either incorporated in a U.S. possession
or eligible for tax benefits under certain U.S. income tax treaties. In
addition, dividends that the Fund received in respect of stock of certain
foreign corporations may be qualified dividend income if that stock is readily
tradable on an established U.S. securities market. Dividends received by the
Fund from an ETF, a REIT, or an underlying fund taxable as a RIC may be treated
as qualified dividend income generally only to the extent so reported by such
ETF, REIT or underlying fund. Corporate shareholders may be entitled to a
dividends received deduction for the portion of dividends they receive from the
Fund that are attributable to dividends received by the Fund from U.S.
corporations, subject to certain limitations.
Dividends
received by the Fund from an ETF or underlying fund taxable as a RIC may be
treated as qualified dividend income generally only to the extent so reported by
such ETF or underlying fund.
Shortly
after the close of each calendar year, you will be informed of the amount and
character of any distributions received from the Fund.
U.S.
individuals with income exceeding specified thresholds are subject to a 3.8% tax
on all or a portion of their “net investment income,” which includes interest,
dividends, and certain capital gains (generally including capital gains
distributions and capital gains realized on the sale of Shares). This 3.8% tax
also applies to all or a portion of the undistributed net investment income of
certain shareholders that are estates and trusts.
In
general, your distributions are subject to federal income tax for the year in
which they are paid. Certain distributions paid in January, however, may be
treated as paid on December 31 of the prior year. Distributions are generally
taxable even if they are paid from income or gains earned by the Fund before
your investment (and thus were included in the Shares’ NAV when you purchased
your Shares).
You
may wish to avoid investing in the Fund shortly before a dividend or other
distribution, because such a distribution will generally be taxable even though
it may economically represent a return of a portion of your investment.
If
the Fund’s distributions exceed its earnings and profits, all or a portion of
the distributions made for a taxable year may be recharacterized as a return of
capital to shareholders. A return of capital distribution will generally not be
taxable, but will reduce each shareholder’s cost basis in Shares and result in a
higher capital gain or lower capital loss when the Shares are sold. After a
shareholder’s basis in Shares has been reduced to zero, distributions in excess
of earnings and profits in respect of those Shares will be treated as gain from
the sale of the Shares.
If
you are neither a resident nor a citizen of the United States or if you are a
foreign entity, distributions (other than Capital Gain Dividends) paid to you by
the Fund will generally be subject to a U.S. withholding tax at the rate of 30%,
unless a lower treaty rate applies. Gains from the sale or other disposition of
Shares by non-U.S. shareholders generally are not subject to U.S. taxation,
unless you are a nonresident alien individual who is physically present in the
U.S. for 183 days or more per year. The Fund may, under certain circumstances,
report all or a portion of a dividend as an “interest-related dividend” or a
“short-term capital gain dividend,” which would generally be exempt from this
30% U.S. withholding tax, provided certain other requirements are met.
Different tax consequences may result if you are a foreign shareholder engaged
in a trade or business within the United States or if a tax treaty applies.
The
Fund (or a financial intermediary, such as a broker, through which a shareholder
owns Shares) generally is required to withhold and remit to the U.S. Treasury a
percentage of the taxable distributions and sale or redemption proceeds paid to
any shareholder who fails to properly furnish a correct taxpayer identification
number, who has underreported dividend or interest income, or who fails to
certify that the shareholder is not subject to such withholding.
Taxes
When Shares are Sold on the Exchange
Provided
that a shareholder holds Shares as capital assets, any capital gain or loss
realized upon a sale of Shares generally is treated as a long-term capital gain
or loss if Shares have been held for more than one year and as a short-term
capital gain or loss if Shares have been held for one year or less. However, any
capital loss on a sale of Shares held for six months or less is treated as
long-term capital loss to the extent of Capital Gain Dividends paid with respect
to such Shares. Any loss realized on a sale will be disallowed to the extent
Shares of the Fund are acquired, including through reinvestment of dividends,
within a 61-day period beginning 30 days before and ending 30 days after the
disposition of Shares. The ability to deduct capital losses may be limited.
The
cost basis of Shares of the Fund acquired by purchase will generally be based on
the amount paid for the Shares and then may be subsequently adjusted for other
applicable transactions as required by the Code. The difference between the
selling price and the cost basis of Shares generally determines the amount of
the capital gain or loss realized on the sale or exchange of Shares. Contact the
broker through whom you purchased your Shares to obtain information with respect
to the available cost basis reporting methods and elections for your account.
Taxes
on Purchases and Redemptions of Creation Units
An
AP having the U.S. dollar as its functional currency for U.S. federal income tax
purposes who exchanges securities for Creation Units generally recognizes a gain
or a loss. The gain or loss will be equal to the difference between the value of
the Creation Units at the time of the exchange and the exchanging AP’s aggregate
basis in the securities delivered, plus the amount of any cash paid for the
Creation Units. An AP who exchanges Creation Units for securities will generally
recognize a gain or loss equal to the difference between the exchanging AP’s
basis in the Creation Units and the aggregate U.S. dollar market value of the
securities received, plus any cash received for such Creation Units. The IRS may
assert, however, that a loss that is realized upon an exchange of securities for
Creation Units may not be currently deducted under the rules governing “wash
sales” (for an AP who does not mark-to-market its holdings), or on the basis
that there has been no significant change in economic position. APs exchanging
securities should consult their own tax advisor with respect to whether wash
sales rules apply and when a loss might be deductible.
The
Fund may include a payment of cash in addition to, or in place of, the delivery
of a basket of securities upon the redemption of Creation Units. The Fund may
sell portfolio securities to obtain the cash needed to distribute redemption
proceeds. This may cause the Fund to recognize investment income and/or capital
gains or losses that it might not have recognized if it had completely satisfied
the redemption in-kind. As a result, the Fund may be less tax efficient if it
includes such a cash payment in the proceeds paid upon the redemption of
Creation Units.
The
Distributor, Quasar Distributors, LLC, is a broker-dealer registered with the
SEC. The Distributor distributes Creation Units for the Fund on an agency basis
and does not maintain a secondary market in Shares. The
Distributor
has no role in determining the policies of the Fund or the securities that are
purchased or sold by the Fund. The Distributor’s principal address is 111 East
Kilbourn Avenue, Suite 2200, Milwaukee, Wisconsin 53202.
The
Board has adopted a Distribution and Service Plan (the “Plan”) pursuant to Rule
12b-1 under the 1940 Act. In accordance with the Plan, the Fund is authorized to
pay an amount up to 0.25% of its average daily net assets each year for certain
distribution-related activities and shareholder services.
No
Rule 12b-1 fees are currently paid by the Fund, and there are no plans to impose
these fees. However, in the event Rule 12b-1 fees are charged in the future,
because the fees are paid out of the Fund’s assets, over time these fees will
increase the cost of your investment and may cost you more than certain other
types of sales charges.
The
Fund is new and therefore does 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 the Fund.
Shares
of the Trust are not sponsored, endorsed, or promoted by the Exchange. The
Exchange makes no representation or warranty, express or implied, to the owners
of the shares of the Fund. The Exchange is not responsible for, nor has it
participated in, the determination of the timing of, prices of, or quantities of
the shares of the Fund to be issued, or 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 of the Fund in
connection with the administration, marketing, or trading of the shares of the
Fund. Without limiting any of the foregoing, in no event shall the Exchange have
any liability for any lost profits or indirect, punitive, special, or
consequential damages even if notified of the possibility thereof.
The
Adviser and the Fund make no representation or warranty, express or implied, to
the owners of shares of the Fund or any members of the public regarding the
advisability of investing in securities generally or in the Fund
particularly.
Financial
information is not available because the Fund has not commenced operations prior
to the date of this Prospectus.
APTUS
ENHANCED YIELD ETF
|
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|
|
|
|
|
|
|
Adviser |
Aptus
Capital Advisors, LLC
265
Young Street
Fairhope,
Alabama 36532 |
Custodian |
U.S.
Bank National Association
1555
North Rivercenter Drive, Suite 302
Milwaukee,
Wisconsin 53212 |
Administrator
and Transfer Agent |
U.S.
Bancorp Fund Services, LLC
615
East Michigan Street
Milwaukee,
Wisconsin 53202 |
Distributor |
Quasar
Distributors, LLC
111
East Kilbourn Avenue, Suite 2200
Milwaukee,
Wisconsin 53202 |
Independent
Registered Public Accounting Firm |
Cohen
& Company, Ltd.
342
North Water Street, Suite 830
Milwaukee,
Wisconsin 53202
|
Legal
Counsel |
Morgan,
Lewis & Bockius LLP
1111
Pennsylvania Avenue, NW
Washington,
DC 20004-2541 |
Investors
may find more information about the Fund in the following
documents:
Statement
of Additional Information. The
Fund’s SAI provides additional details about the investments and techniques of
the Fund and certain other additional information. A current SAI dated
October 14, 2022 is on file with the SEC and is herein incorporated by
reference into this Prospectus. It is legally considered a part of this
Prospectus.
Annual/Semi-Annual
Reports: Additional
information about the Fund’s investments will be available in the Fund’s annual
and semi-annual reports to shareholders. In the annual report, when available,
you will find a discussion of the market conditions and investment strategies
that significantly affected the Fund’s performance after the first fiscal year
the Fund is in operation.
You
can obtain free copies of these documents, request other information or make
general inquiries about the Fund by contacting the Fund at c/o U.S. Bank Global
Fund Services, P.O. Box 701, Milwaukee, Wisconsin 53201-0701 or by calling
1-800-617-0004.
Shareholder
reports and other information about the Fund are available:
•
Free of charge from the SEC’s EDGAR database on the SEC’s website at
http://www.sec.gov; or
•
Free of charge from the Fund’s website at www.aptusetfs.com.; or
•
For a fee, by e-mail request to publicinfo@sec.gov.