ck0001683471-20231031
PROSPECTUS
Clough Hedged Equity
ETF (CBLS)
Clough Select Equity
ETF (CBSE)
Listed
on the NYSE Arca, Inc.
February 29,
2024
The
U.S. Securities and Exchange Commission (the “SEC”) has not approved or
disapproved of these securities or passed upon the accuracy or adequacy of this
Prospectus. Any representation to the contrary is a criminal
offense.
TABLE
OF CONTENTS
Investment
Objective
The
Clough Hedged Equity ETF (the “Fund”) (f/k/a Clough Long/Short Equity ETF) seeks
long-term capital appreciation while minimizing
volatility.
Fees and Expenses of the
Fund
This
table describes the fees and expenses that you may pay if you buy, hold, and
sell shares of the Fund (“Shares”). You
may pay other fees, such as brokerage commissions and other fees to financial
intermediaries, which are not reflected in the table and Example
below.
|
|
|
|
| |
| |
Shareholder
Fees
(fees
paid directly from your investment) |
None |
Annual
Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your
investment) |
Management
Fee1 |
1.35% |
Distribution
and/or Service (12b-1) Fees |
0.00% |
Other
Expenses2 |
1.23% |
Acquired
Fund Fees and Expenses3 |
0.01% |
Total
Annual Fund Operating Expenses |
2.59% |
1.Restated to
reflect current fees.
2.“Other Expenses”
include broker and interest expenses. Broker and interest expenses are borne by
the Fund separately from the management fee paid to the
Adviser.
3.Acquired Fund Fees and Expenses (“AFFE”) are the indirect costs
of investing in other investment companies. Total Annual Fund Operating Expenses
do not correlate to the expense ratios in the Fund’s Financial Highlights
because the Financial Highlights include only the direct operating expenses
incurred by the Fund and exclude
AFFE.
Example
This Example is intended to help you compare the cost of investing
in the Fund with the cost of investing in other funds. The Example assumes that
you invest $10,000 in the Fund for the time periods indicated and then redeem
all of your Shares at the end of those periods. The Example also assumes that
your investment has a 5% return each year and that the Fund’s operating expenses
remain the same. The Example does not take into account brokerage commissions
that you may pay on your purchases and sales of Shares.
Although your actual costs may be higher or lower, based on
these assumptions your costs would be:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
1
Year: |
$262 |
3
Years: |
$805 |
5
Years: |
$1,375 |
10
Years: |
$2,925 |
Portfolio
Turnover
The
Fund pays transaction costs, such as commissions, when it buys and sells
securities (or “turns over” its portfolio). A higher portfolio turnover rate may
indicate higher transaction costs and may result in higher taxes when Shares are
held in a taxable account. These costs, which are not reflected in the Total
Annual Fund Operating Expenses or in the Example, affect the Fund’s performance.
For the fiscal year ended October 31, 2023, the Fund’s portfolio turnover rate
was 784% of the average
value of its portfolio.
Principal Investment
Strategies
The
Fund is an actively managed exchange-traded fund (“ETF”) that seeks to achieve
its investment objective by purchasing securities Clough Capital Partners L.P.
(the “Adviser”), the Fund’s investment adviser, believes to have above-average
financial characteristics, be undervalued and/or have growth potential, and by
taking short positions in securities the Adviser believes will decline in price.
The Fund will generally have net long exposure of between 30%-70% of the Fund’s
net assets. The Fund also intends to employ a variety of other investment
techniques, including purchases of put and call options and options on stock
indices, to hedge against fluctuations in the price of portfolio securities, to
enhance total return or to provide a substitute for the purchase or sale of
securities.
The
Fund’s long positions are generally expected to be comprised of U.S.-listed
equity securities of any market capitalization or depositary receipts, including
American Depositary Receipts (“ADRs”), European Depositary Receipts (“EDRs”) and
Global Depositary Receipts (“GDRs”). The Fund may invest in companies of all
market capitalizations. The Adviser typically looks to purchase securities of
companies organized in the U.S. but doing a substantial amount of business
outside the U.S. that it believes will outperform the market over the course of
an entire market cycle (typically between 5 and 11 years) while maintaining
overall portfolio volatility that is lower than that experienced by the broader
market. The Adviser will obtain exposure to emerging markets through investments
in U.S.-listed securities, including ADRs, of companies domiciled in emerging
markets. The Adviser also seeks to identify positions for the Fund to sell short
based on the Adviser’s assessment of the likelihood of a decline in the value of
the security. A short sale is a transaction in which the Fund sells a security
it does not own, typically in anticipation of a
decline
in the market price of that security. The Fund’s hedging techniques may be used
as hedges against or substitutes for investments in equity securities.
The
Fund seeks to achieve its investment objective by applying a fundamental
research-driven investment process. The Adviser believes attractive investment
returns can be achieved when key, proprietary insights into industry or economic
trends are uncovered by the Adviser through its fundamental research process
before the value of the relevant securities has been impacted by such
information. Within this context, the investment process will focus on a number
of major global investment themes identified by the Adviser. Once attractive
themes are identified, the Adviser generally utilizes a “bottom-up” research
process to identify companies it believes are best positioned to benefit from
those specific themes, as well as companies that the Adviser believes may be
vulnerable considering these themes.
Individual
long positions will be selected based upon a host of qualitative and
quantitative factors, including, but not limited to, a company’s competitive
position, quality of company management, quality and visibility of earnings and
cash flow, balance sheet strength, and relative valuation sustainability
attributes.
Conversely,
issuers facing profit headwinds, balance sheet weaknesses, competitive
pressures, or adverse regulatory changes, among other challenges, may present
attractive opportunities as short positions when the Adviser believes their
value is likely to decline over some period of time. Securities selected for
short selling may also include companies expected to underperform relative to
their sector or industry.
The
Fund also may purchase or sell (write) exchange-traded put or call options on
stocks or stock indices for any purpose consistent with its investment
objective, such as for hedging or obtaining market exposure. A put option gives
the owner of the put the right, but not the obligation, to sell a security at a
stated price within a specific timeframe, and a call option gives the owner of
the call the right, but not the obligation, to buy a security at a stated price
within a specific timeframe. The Fund may use a variety of investment techniques
including shorting strategies, use of derivatives, and use of long-dated bonds,
designed to capitalize on declines in the market price of equity securities or
declines in market indices (e.g.,
the Fund may establish short positions in specific stocks or stock indices)
based on the Adviser’s investment outlook.
In general, the Fund’s investments are broadly invested over a
number of sectors, but the Fund may focus on the energy, technology, consumer,
industrial and healthcare sectors at times. Under normal circumstances, at least
80% of the Fund’s net assets, plus borrowings for investment purposes, will be
invested in equity securities, including common stocks and depositary
receipts.
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 the risks of other funds. Each risk
summarized below is considered a “principal risk” of investing in the Fund,
regardless of the order in which it appears. As with any investment,
there is a risk that you could lose all or a portion of your investment in the
Fund. Some or all of these risks may adversely affect the Fund’s
net asset value (“NAV”), trading price, yield, total return and/or ability to
meet its investment objective. The following risks could affect the value
of your investment in the Fund:
•Counterparty
Risk. A financial institution or other counterparty with whom the Fund
does business, or that underwrites, distributes, or guarantees any investments
or contracts that the Fund owns or is otherwise exposed to, including the
counterparty to an OTC derivatives contract, may decline in financial health and
become unable to honor its commitments. This could cause losses for the Fund or
could delay the return or delivery of collateral or other assets to the
Fund.
•Cybersecurity
Risk. Cybersecurity incidents may allow an unauthorized party to gain
access to Fund assets or proprietary information, or cause the Fund, the
Adviser, and/or other service providers (including custodians and financial
intermediaries) to suffer data breaches or data corruption. Additionally,
cybersecurity failures or breaches of the electronic systems of the Fund, the
Adviser, or the Fund’s other service providers, market makers, Authorized
Participants (“APs”), the Fund’s primary listing exchange, or the issuers of
securities in which the Fund invests have the ability to disrupt and negatively
affect the Fund’s business operations, including the ability to purchase and
sell Shares, potentially resulting in financial losses to the Fund and its
shareholders.
•Depositary
Receipts Risk.
The Fund may hold the securities of non-U.S. companies in the form of depository
receipts, including ADRs, EDRs and 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 (“NYSE”). ADRs are U.S. dollar denominated. EDRs and GDRs
are similar to ADRs, but are shares of foreign-based corporations generally
issued by international banks in one or more markets around the world. EDRs and
GDRs are typically U.S. dollar denominated but may be denominated in a foreign
currency. Depositary receipts may be “sponsored” or “unsponsored” and may be
unregistered and unlisted. The issuers of unsponsored depositary receipts may
not be obligated to disclose information that is, in the United States,
considered material, and may not be subject to accounting, auditing and
financial reporting standards and requirements comparable to those
applicable to U.S. companies. Therefore, there may be less information available
regarding these issuers and there may not be a correlation between such
information and the market value of the depositary receipts. Depositary receipts
involve risks similar to those associated with investments in foreign
securities, such as changes in political or economic conditions of other
countries, changes in the exchange rates of foreign currencies, and, because the
underlying securities of depositary receipts trade on foreign exchanges at times
when the U.S. markets are not open for trading, the value of the securities
underlying the depositary receipts 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.
•Derivatives
Risk. The Fund’s use of derivatives, including options, may reduce the
Fund’s returns and/or increase the volatility of the Fund’s net asset value.
Derivatives may be difficult to value and may at times be highly illiquid, and
the Fund may not be able to close out or sell a derivative position at a
particular time or at an anticipated price. Derivative investments will
typically increase the Fund’s exposure to principal risks to which it is
otherwise exposed, and may expose the Fund to additional risks, including
liquidity risk, interest rate risk, counterparty risk, equity market risk,
credit risk and management risk.
•Emerging
Markets Risk. Emerging markets are subject to greater market volatility, lower
trading volume, political and economic instability, uncertainty regarding the
existence of trading markets and more governmental limitations on foreign
investment than more developed markets. In addition, securities in emerging
markets may be subject to greater price fluctuations than securities in more
developed markets. Differences in regulatory, accounting, auditing, and
financial reporting and recordkeeping standards could impede the Adviser’s
ability to evaluate local companies and impact the Fund’s
performance.
•Equity
Market Risk. The equity securities held in the Fund’s portfolio may experience
sudden, unpredictable drops in value or long periods of decline in value. This
may occur because of factors that affect securities markets generally or factors
affecting specific issuers, industries, sectors or companies in which the Fund
invests. Common stocks are generally exposed to greater risk than other types of
securities, such as preferred stocks and debt obligations, because common
stockholders generally have inferior rights to receive payment from
issuers.
•ETF
Risks.
The Fund is an ETF and, as a result of its structure, it is exposed to the
following risks:
◦Authorized
Participants, Market Makers, and Liquidity Providers Concentration
Risk. The Fund has a limited number of financial institutions that
may act as 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 Risk. Due to the costs of buying or selling Shares, including brokerage
commissions imposed by brokers and bid/ask spreads, frequent trading of Shares
may significantly reduce investment results and an investment in Shares may not
be advisable for investors who anticipate regularly making small
investments.
◦Shares
May Trade at Prices Other Than NAV Risk. As with all ETFs, Shares may be bought and sold in the secondary
market at market prices. Although it is expected that the market price of Shares
will approximate the Fund’s NAV, there may be times when the market price of
Shares is more than the NAV intra-day (premium) or less than the NAV intra-day
(discount) due to supply and demand of Shares or during periods of market
volatility. This risk is heightened in times of market volatility, periods of
steep market declines, and periods when there is limited trading activity for
Shares in the secondary market, in which case such premiums or discounts may be
significant.
◦Trading
Risk. Although Shares are listed for trading on
the NYSE Arca, Inc. (the “Exchange”) and may be traded on U.S. exchanges other
than the Exchange, there can be no assurance that Shares will trade with any
volume, or at all, on any stock exchange. In stressed market conditions, the
liquidity of Shares may begin to mirror the liquidity of the Fund’s underlying
portfolio holdings, which can be significantly less liquid than the
Shares.
•Foreign
Markets Risk. Investments
in ADRs and ETFs that provide exposure to non-U.S. securities involve certain
risks that may not be present with investments in U.S. securities. For example,
the value of non-U.S. securities may be subject to risk of decline due to
foreign currency fluctuations or to political or economic instability.
Investments in ADRs also may be subject to withholding or other taxes and may be
indirectly 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.
•Growth
Investing Risk.
Growth stocks can be volatile for several reasons. Since those companies usually
invest a high portion of earnings in their businesses, they may lack the
dividends of value stocks that can cushion stock prices in a falling
market. The prices of growth stocks are based largely on projections
of the issuer’s future earnings and revenues. If a company’s earnings or
revenues fall short of expectations, its stock price may fall
dramatically.
•Hedging
Risk. Options
used by the Fund to reduce volatility and generate returns may not perform as
intended. There can be no assurance that the Fund’s option strategy will be
effective. It may expose the Fund to losses, e.g., option premiums, to which it would not have otherwise been exposed.
Further, the option strategy may not fully protect the Fund against declines in
the value of its portfolio securities.
•Investment
Themes Risk. The Fund’s investment program depends on the Adviser’s identification
and development of global or regional investment themes, and the Fund’s
performance may suffer if such themes, which can be inherently challenging to
identify, are not well identified, or do not unfold as anticipated. Failure to
correctly identify or develop the themes that will guide the Fund’s portfolio
investments, or the failure of a theme to unfold in the way the Adviser
anticipates, may result from many causes, including the following: governments
or others may decide to oppose or delay certain economic, social or political
developments that are the basis of investment themes; demographic or economic
data necessary to understand correctly the way in which certain themes may
unfold in some countries may be incorrect or incomplete; development of themes
and their longevity may require attention to subtle cultural factors not always
apparent to outside observers; or social and political changes or natural
disasters in some parts of the world may alter the underlying conditions or
affect the availability of natural resources necessary to an emerging
theme.
•Liquidity
Risk. Liquidity risk refers to the possibility that the Fund may not
be able to buy or sell a security at a favorable price or time. Consequently,
the Fund may have to accept a lower price to sell a security, sell other
securities to raise cash, or decline an investment opportunity, any of which
could have a negative effect on the Fund’s performance. Infrequent trading of
securities also may lead to an increase in their price volatility. While CLO
debt tranches in which the Fund seeks to invest are expected to be supported by
a secondary market, it is possible that they may be characterized as illiquid
securities under adverse market conditions resulting in a limited market for the
resale of CLO debt tranches or affected by the liquidity in the fixed income
market, generally.
•Long/Short
Risk. The Fund seeks long exposure to certain securities and short exposure
to certain other securities. There is no guarantee that the returns on the
Fund’s long or short positions will produce positive returns, and the Fund could
lose money if either or both the Fund’s long and short positions produce
negative returns.
•Management
Risk.
The Adviser continuously evaluates the Fund’s holdings, purchases and
sales with a view to achieving the Fund’s investment objective. However,
achievement of the stated investment objective cannot be guaranteed. The
Adviser’s judgment about the markets, the economy, or companies may not
anticipate actual market movements, economic conditions or company performance,
and these factors may affect the return on your investment.
•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.
•Market
Risk. The
trading prices of securities and other instruments fluctuate in response to a
variety of factors. These factors include events impacting the entire market or
specific market segments, such as political, market and economic developments,
as well as events that impact specific issuers. The Fund’s NAV and market price,
like security and commodity prices generally, may fluctuate significantly in
response to these and other factors. As a result, an investor could lose money
over short or long periods of time. U.S. and international markets have
experienced significant periods of volatility in recent years due to a number of
these factors, including the impact of the COVID-19 pandemic and related public
health issues, growth concerns in the U.S. and overseas, uncertainties regarding
interest rates, trade tensions and the threat of tariffs imposed by the U.S. and
other countries. In addition, local, regional or global events such as war,
including Russia’s invasion of Ukraine, acts of terrorism, public health issues,
recessions, rising inflation, or other events could have a significant negative
impact on the Fund and its investments. These developments as well as other
events could result in further market volatility and negatively
affect financial asset prices, the liquidity of certain securities and
the normal operations of securities exchanges and other
markets.
•Options
Risk. The prices of options may change rapidly over time and do not
necessarily move in tandem with the price of the underlying securities. Selling
call options reduces the Fund’s ability to profit from increases in the value of
the Fund’s equity portfolio, and purchasing put options may result in the Fund’s
loss of premiums paid in the event that the put options expire unexercised. To
the extent that the Fund reduces its put option holdings relative to the number
of call options sold by the Fund, the Fund’s ability to mitigate losses in the
event of a market decline will be reduced.
•Portfolio
Turnover Risk. Because the Fund may “turn over” some or all of its portfolio
frequently, the Fund may incur high levels of transaction costs, performance
that is lower than expected and potentially greater tax
exposure.
•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
Sectors 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 Staples Sector, such as
companies that produce or sell food, beverage, and drug retail or other
household items, may be adversely impacted by changes in global and economic
conditions, rising energy prices, and changes in the supply or price of
commodities. Companies in the Consumer Discretionary Sector, such as automobile,
textile, retail, and media companies, depend heavily on disposable household
income and consumer spending, and 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.
◦Energy
Sector Risk. The Energy Sector includes companies operating in the exploration and
production, refining and marketing, and storage and transportation of oil and
gas and coal and consumable fuels. It also includes companies that offer oil and
gas equipment and related services. The Fund is subject to the risk that the
securities of such issuers will underperform the market as a whole due to
legislative or regulatory changes, adverse market conditions and/or increased
competition affecting the Energy Sector. The performance of companies operating
in the Energy Sector is closely tied to the price and supply of energy fuels and
international political events.
◦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.
◦Industrials
Sector Risk. Issuers
in the Industrials Sector are affected by supply and demand, both for their
specific product or service and for Industrials Sector products in general. The
products of such issuers may face obsolescence due to rapid technological
developments and frequent new product introduction. Government regulations,
world events, economic conditions and exchange rates affect the performance of
companies in the Industrials Sector. Issuers in the Industrials Sector may be
adversely affected by liability for environmental damage, product liability
claims and exchange rates. The Industrials Sector may also be adversely affected
by changes or trends in commodity prices, which may be influenced by
unpredictable factors.
◦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.
•Security
Selection Risk. The success of the Fund’s investment strategies depends, in part, on
the effectiveness and implementation of the Adviser’s analysis and methodology
with respect to security selection. The securities in the Fund’s portfolio may
decline in value. The Adviser’s analysis and portfolio management practices may
not achieve the desired results.
•Short
Selling Risk.
Short selling involves the sale of securities borrowed from a third party. The
short seller profits if the borrowed security’s price declines. If a shorted
security increases in value, a higher price must be paid to buy the stock back
to cover the short sale, resulting in a loss. The Fund may incur expenses
related to short selling, including compensation, interest
or dividends, and transaction costs payable to the security lender,
whether the price of the shorted security increases or decreases. The amount the
Fund could lose on a short sale is theoretically unlimited. Short selling also
involves counterparty risk – the risk associated with the third-party ceasing
operations or failing to sell the security back.
•Tax
Risk.
The writing of options by the Fund may significantly reduce or
eliminate its ability to make distributions eligible to be treated as qualified
dividend income. Options entered into by the Fund may also be subject to the
federal tax rules applicable to straddles under the Internal Revenue Code of
1986, as amended (the “Code”). If positions held by the Fund were treated as
“straddles” for federal income tax purposes, or the Fund’s risk of loss with
respect to a position was otherwise diminished as set forth in Treasury
regulations, dividends on stocks that are a part of such positions would not
constitute qualified dividend income subject to such favorable income tax
treatment in the hands of non-corporate shareholders or eligible for the
dividends received deduction for corporate shareholders. In addition, generally,
straddles are subject to certain rules that may affect the amount, character,
and timing of the Fund’s recognition of gains and losses with respect to
straddle positions.
•Value
Investing Risk. Because the Fund may utilize a value style of investing, the Fund
could suffer losses or produce poor results relative to other funds, even in a
rising market, if the Adviser’s assessment of a company’s value or prospects for
exceeding earnings expectations or market conditions is
incorrect.
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 calendar years ended December 31. The table illustrates how
the Fund’s average annual returns for the 1-year and since inception periods
compare with those of the Bloomberg US Treasury 0-1 Year Maturity Index, which
reflects a broad measure of market performance. The table also shows how the
Fund’s performance compares to the 50% Bloomberg US Treasury 0-1 Year Maturity
Index/50% Bloomberg World Large, Mid and Small Cap Equal Weighted Blend Index
and the Wilshire Liquid Alternative Equity Hedge Total Return Index, additional
comparative indices that represent the asset classes in which the Fund invests.
Previously, from the Fund’s inception to August 28, 2023, the Fund was advised
by Changebridge Capital, LLC. 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.CloughETFs.com.
Calendar Year Returns as of
December 31
During
the period shown in the bar chart, the best
performance for a quarter was 14.01% (for the quarter ended
March 31,
2021) and the worst
performance was -14.07% (for the quarter ended
June 30,
2022).
|
|
|
|
|
|
|
| |
Average Annual
Total Returns (for the Periods Ended December 31,
2023) |
| One
Year |
Since
Inception
11/12/20 |
Return Before
Taxes |
-2.78% |
0.94% |
Return After
Taxes on Distributions |
-2.88% |
0.91% |
Return After
Taxes on Distributions and Sale of Fund Shares |
-1.58% |
0.72% |
Bloomberg
US Treasury 0-1 Year Maturity Index1 (reflects no deductions for fees, expenses, or
taxes) |
4.65% |
1.84% |
50%
Bloomberg US Treasury 0-1 Year Maturity Index/50% Bloomberg World Large,
Mid and Small Cap Equal Weighted Blend Index2
(reflects no deductions for fees, expenses, or
taxes) |
9.56% |
3.93% |
Wilshire
Liquid Alternative Equity Hedge Total Return Index (reflects no deductions for fees, expenses, or
taxes) |
8.62% |
5.71% |
1.Effective December 31, 2023, the Bloomberg US Treasury 0-1
Year Maturity Index has replaced the Wilshire Liquid Alternative Equity Hedge
Total Return Index as the Fund’s primary benchmark index.
The new benchmark was selected because it better aligns with the
Fund’s strategy and provides a better comparison for
performance.
2.The
50% Bloomberg US Treasury 0-1 Year Maturity Index/50% Bloomberg World Large, Mid
and Small Cap Equal Weighted Blend Index consists of 50% Bloomberg US Treasury
0-1 Year Maturity Index and 50% Bloomberg World Large, Mid and Small Cap Equal
Weighted Index is the Fund’s secondary benchmark. The Bloomberg US Treasury 0-1
Year Maturity Index was created by Bloomberg and serves as a cash proxy. The 50%
Bloomberg World Large, Mid and Small Cap Equal Weighted Index is an equal
weighted equity benchmark that covers 99% market cap of the measured
market.
After-tax
returns are calculated using the historical highest individual federal marginal
income tax rates during the periods 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
|
|
|
|
| |
Adviser |
Clough
Capital Partners L.P. |
Portfolio
Manager |
Vincent
Lorusso is the Fund’s portfolio manager and is primarily responsible for
the day-to-day management of the Fund’s portfolio. Mr. Lorusso has been
the portfolio manager of the Fund since its inception in November
2020. |
Purchase
and Sale of Shares
The
Fund issues and redeems Shares at NAV only in large blocks known as “Creation
Units,” which only APs (typically, broker-dealers) may purchase or redeem. The
Fund generally issues and redeems Creation Units in exchange for a portfolio of
securities and/or a designated amount of U.S. cash.
Shares
are listed on the Exchange, and individual Shares may only be bought and sold in
the secondary market through a broker or dealer at market prices, rather than
NAV. Because Shares trade at market prices rather than NAV, Shares may trade at
a price greater than NAV (premium) or less than NAV (discount).
An
investor may incur costs attributable to the difference between the highest
price a buyer is willing to pay to purchase Shares (the “bid” price) and the
lowest price a seller is willing to accept for Shares (the “ask” price) when
buying or selling Shares in the secondary market. The difference in the bid and
ask prices is referred to as the “bid-ask spread.”
Recent
information regarding the Fund’s NAV, market price, how often Shares traded on
the Exchange at a premium or discount, and bid-ask spreads can be found on the
Fund’s website at www.CloughETFs.com.
Tax
Information
The
Fund’s distributions are generally taxable as ordinary income, qualified
dividend income, or capital gains (or a combination), unless your investment is
held in an IRA or other tax-advantaged account. Distributions on investments
made through tax-deferred arrangements may be taxed later upon withdrawal of
assets from those accounts. See “Dividends, Distributions, and Taxes – Dividends
and Distributions” for more information.
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.
Investment
Objective
The
Clough Select Equity ETF (the “Fund”) seeks capital appreciation and lower
volatility than the broader market.
Fees and Expenses of the
Fund
This
table describes the fees and expenses that you may pay if you buy, hold, and
sell shares of the Fund (“Shares”). You
may pay other fees, such as brokerage commissions and other fees to financial
intermediaries, which are not reflected in the table and Example
below.
|
|
|
|
| |
| |
Shareholder
Fees
(fees
paid directly from your investment) |
None |
Annual
Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your
investment) |
Management
Fee |
0.85% |
Distribution
and/or Service (12b-1) Fees |
0.00% |
Other
Expenses1 |
0.00% |
Acquired
Fund Fees and Expenses2 |
0.01% |
Total
Annual Fund Operating Expenses |
0.86% |
1.“Other
Expenses” include broker and interest expenses. Broker and interest expenses are
borne by the Fund separately from the management fee paid to the
Adviser.
2.Acquired Fund Fees and Expenses (“AFFE”) are the indirect costs
of investing in other investment companies. Total Annual Fund Operating Expenses
do not correlate to the expense ratios in the Fund’s Financial Highlights
because the Financial Highlights include only the direct operating expenses
incurred by the Fund and exclude
AFFE.
Example
This Example is intended to help you compare the cost of investing
in the Fund with the cost of investing in other funds. The Example assumes that
you invest $10,000 in the Fund for the time periods indicated and then redeem
all of your Shares at the end of those periods. The Example also assumes that
your investment has a 5% return each year and that the Fund’s operating expenses
remain the same. The Example does not take into account brokerage commissions
that you may pay on your purchases and sales of Shares.
Although your actual costs may be higher or lower, based on
these assumptions your costs would be:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
1
Year: |
$88 |
3
Years: |
$274 |
5
Years: |
$477 |
10
Years: |
$1,061 |
Portfolio
Turnover
The
Fund pays transaction costs, such as commissions, when it buys and sells
securities (or “turns over” its portfolio). A higher portfolio turnover rate may
indicate higher transaction costs and may result in higher taxes when Shares are
held in a taxable account. These costs, which are not reflected in the Total
Annual Fund Operating Expenses or in the Example, affect the Fund’s performance.
For the fiscal year ended October 31, 2023, the Fund’s portfolio turnover
rate was 465%
of the average value of its portfolio.
Principal Investment
Strategies
The
Fund is an actively managed exchange-traded fund (“ETF”) that seeks to achieve
its investment objective by purchasing securities Clough Capital Partners L.P.
(the “Adviser”), the Fund’s investment adviser, believes to have above-average
financial characteristics, be undervalued and/or have growth
potential.
The
Adviser identifies securities to purchase for the Fund that are U.S.-listed
companies of all market capitalizations. The Fund’s positions are generally
expected to be comprised of U.S.-listed equity securities of any market
capitalization or depositary receipts, including American Depositary Receipts
(“ADRs”), European Depositary Receipts (“EDRs”) and Global Depositary Receipts
(“GDRs”). The Adviser typically looks to purchase securities of companies
organized in the U.S. but doing a substantial amount of business outside the
U.S. that it believes will outperform the market over the course of an entire
market cycle (typically between 5 and 11 years) while maintaining overall
portfolio volatility that is lower than that experienced by the broader market.
The Adviser will obtain exposure to emerging markets through investments in
U.S.-listed securities, including ADRs, of companies domiciled in emerging
markets.
The
Fund seeks to achieve its investment objective by applying a fundamental
research-driven investment process. The Adviser believes attractive investment
returns can be achieved when key, proprietary insights into industry or economic
trends are uncovered by the Adviser through its fundamental research process
before the value of the relevant securities has been impacted by such
information. Within this context, the investment process will focus on a number
of major global investment themes identified by the Adviser. Once attractive
themes are identified, the Adviser generally utilizes a “bottom-up” research
process to identify companies it
believes
are best positioned to benefit from those specific themes. Individual positions
will be selected based upon a host of qualitative and quantitative factors,
including, but not limited to, a company’s competitive position, quality of
company management, quality and visibility of earnings and cash flow, balance
sheet strength, and relative valuation. Issuers with strengths in these areas
(or in such other areas that the Adviser determines are relevant) may be
attractive opportunities for investments.
In general, the Fund’s investments are broadly invested over a
number of sectors, but the Fund may focus on the energy, technology, consumer,
industrial and healthcare sectors at times. Under normal circumstances, the Fund
will invest at least 80% of its net assets, plus borrowings for investment
purposes, in equity securities, including common stocks and depositary
receipts.
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 the risks of other funds. Each risk
summarized below is considered a “principal risk” of investing in the Fund,
regardless of the order in which it appears. As with any investment,
there is a risk that you could lose all or a portion of your investment in the
Fund. Some or all of these risks may adversely affect the Fund’s
net asset value (“NAV”), trading price, yield, total return and/or ability to
meet its investment objective. The following risks could affect the value
of your investment in the Fund:
•Cybersecurity
Risk. Cybersecurity incidents may allow an unauthorized party to gain
access to Fund assets or proprietary information, or cause the Fund, the
Adviser, and/or other service providers (including custodians and financial
intermediaries) to suffer data breaches or data corruption. Additionally,
cybersecurity failures or breaches of the electronic systems of the Fund, the
Adviser, or the Fund’s other service providers, market makers, Authorized
Participants (“APs”), the Fund’s primary listing exchange, or the issuers of
securities in which the Fund invests have the ability to disrupt and negatively
affect the Fund’s business operations, including the ability to purchase and
sell Shares, potentially resulting in financial losses to the Fund and its
shareholders.
•Depositary
Receipts Risk. The
Fund may hold the securities of non-U.S. companies in the form of depository
receipts, including ADRs, EDRs and 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 (“NYSE”). ADRs are U.S. dollar denominated. EDRs and GDRs
are similar to ADRs, but are shares of foreign-based corporations generally
issued by international banks in one or more markets around the world. EDRs and
GDRs are typically U.S. dollar denominated but may be denominated in a foreign
currency. Depositary receipts may be “sponsored” or “unsponsored” and may be
unregistered and unlisted. The issuers of unsponsored depositary receipts may
not be obligated to disclose information that is, in the United States,
considered material, and may not be subject to accounting, auditing and
financial reporting standards and requirements comparable to those applicable to
U.S. companies. Therefore, there may be less information available regarding
these issuers and there may not be a correlation between such information and
the market value of the depositary receipts. Depositary receipts involve risks
similar to those associated with investments in foreign securities, such as
changes in political or economic conditions of other countries, changes in the
exchange rates of foreign currencies , and, because the underlying securities of
depositary receipts trade on foreign exchanges at times when the U.S. markets
are not open for trading, the value of the securities underlying the depositary
receipts 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. Emerging markets are subject to greater market volatility, lower
trading volume, political and economic instability, uncertainty regarding the
existence of trading markets and more governmental limitations on foreign
investment than more developed markets. In addition, securities in emerging
markets may be subject to greater price fluctuations than securities in more
developed markets. Differences in regulatory, accounting, auditing, and
financial reporting and recordkeeping standards could impede the Adviser’s
ability to evaluate local companies and impact the Fund’s
performance.
•Equity
Market Risk. The equity securities held in the Fund’s portfolio may experience
sudden, unpredictable drops in value or long periods of decline in value. This
may occur because of factors that affect securities markets generally or factors
affecting specific issuers, industries, sectors or companies in which the Fund
invests. Common stocks are generally exposed to greater risk than other types of
securities, such as preferred stocks and debt obligations, because common
stockholders generally have inferior rights to receive payment from
issuers.
•ETF
Risks.
The Fund is an ETF and, as a result of its structure, it is exposed to the
following risks:
◦Authorized
Participants, Market Makers, and Liquidity Providers Concentration
Risk. The Fund has a limited number of financial institutions that
may act as 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 Risk. Due to the costs of buying or selling Shares, including brokerage
commissions imposed by brokers and bid/ask spreads, frequent trading of Shares
may significantly reduce investment results and an investment in Shares may not
be advisable for investors who anticipate regularly making small
investments.
◦Shares
May Trade at Prices Other Than NAV Risk. As with all ETFs, Shares may be bought and sold in the secondary
market at market prices. Although it is expected that the market price of Shares
will approximate the Fund’s NAV, there may be times when the market price of
Shares is more than the NAV intra-day (premium) or less than the NAV intra-day
(discount) due to supply and demand of Shares or during periods of market
volatility. This risk is heightened in times of market volatility, periods of
steep market declines, and periods when there is limited trading activity for
Shares in the secondary market, in which case such premiums or discounts may be
significant.
◦Trading
Risk. Although Shares are listed for trading on
the NYSE Arca, Inc. (the “Exchange”) and may be traded on U.S. exchanges other
than the Exchange, there can be no assurance that Shares will trade with any
volume, or at all, on any stock exchange. In stressed market conditions, the
liquidity of Shares may begin to mirror the liquidity of the Fund’s underlying
portfolio holdings, which can be significantly less liquid than the
Shares.
•Foreign
Markets Risk. Investments
in ADRs and ETFs that provide exposure to non-U.S. securities involve certain
risks that may not be present with investments in U.S. securities. For example,
the value of non-U.S. securities may be subject to risk of decline due to
foreign currency fluctuations or to political or economic instability.
Investments in ADRs also may be subject to withholding or other taxes and may be
indirectly 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.
•Growth
Investing Risk.
Growth stocks can be volatile for several reasons. Since those companies usually
invest a high portion of earnings in their businesses, they may lack the
dividends of value stocks that can cushion stock prices in a falling market. The
prices of growth stocks are based largely on projections of the issuer’s future
earnings and revenues. If a company’s earnings or revenues fall short of
expectations, its stock price may fall
dramatically.
•Investment
Themes Risk. The Fund’s investment program depends on the Adviser’s
identification and development of global or regional investment themes, and the
Fund’s performance may suffer if such themes, which can be inherently
challenging to identify, are not well identified, or do not unfold as
anticipated. Failure to correctly identify or develop the themes that will guide
the Fund’s portfolio investments, or the failure of a theme to unfold in the way
the Adviser anticipates, may result from many causes, including the following:
governments or others may decide to oppose or delay certain economic, social or
political developments that are the basis of investment themes; demographic or
economic data necessary to understand correctly the way in which certain themes
may unfold in some countries may be incorrect or incomplete; development of
themes and their longevity may require attention to subtle cultural factors not
always apparent to outside observers; or social and political changes or natural
disasters in some parts of the world may alter the underlying conditions or
affect the availability of natural resources necessary to an emerging
theme.
•Liquidity
Risk. In certain situations, it may be difficult or impossible to sell an
investment in an orderly fashion at an acceptable price.
•Management
Risk.
The Adviser continuously evaluates the Fund’s holdings, purchases and
sales with a view to achieving the Fund’s investment objective. However,
achievement of the stated investment objective cannot be guaranteed. The
Adviser’s judgment about the markets, the economy, or companies may not
anticipate actual market movements, economic conditions or company performance,
and these factors may affect the return on your investment.
•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.
•Market
Risk. The trading prices of securities and
other instruments fluctuate in response to a variety of factors. These factors
include events impacting the entire market or specific market segments, such as
political, market and economic developments, as well as events that impact
specific issuers. The Fund’s NAV and market price, like security and commodity
prices generally, may fluctuate significantly in response to these and other
factors. As a result, an investor could lose money over short or long periods of
time. U.S. and international markets have experienced significant periods of
volatility in recent years due to a number of these factors, including the
impact of the COVID-19 pandemic and related public health issues, growth
concerns in the U.S. and overseas, uncertainties regarding interest rates, trade
tensions and the threat of tariffs imposed by the U.S. and other countries. In
addition, local, regional or global events such as war, including Russia’s
invasion of Ukraine, acts of terrorism, public health issues, recessions, rising
inflation, or other events could have a significant negative impact on the Fund
and its investments. These developments as well as other events could result in
further market volatility and negatively affect financial asset prices, the
liquidity of certain securities and the normal operations of securities
exchanges and other markets.
•Portfolio
Turnover Risk. Because the Fund may “turn over” some or all of its portfolio
frequently, the Fund may incur high levels of transaction costs, performance
that is lower than expected and potentially greater tax
exposure.
•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
Sectors 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 Staples Sector, such as
companies that produce or sell food, beverage, and drug retail or other
household items, may be adversely impacted by changes in global and economic
conditions, rising energy prices, and changes in the supply or price of
commodities. Companies in the Consumer Discretionary Sector, such as automobile,
textile, retail, and media companies, depend heavily on disposable household
income and consumer spending, and 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.
◦Energy
Sector Risk. The Energy Sector includes companies operating in the exploration
and production, refining and marketing, and storage and transportation of oil
and gas and coal and consumable fuels. It also includes companies that offer oil
and gas equipment and related services. The Fund is subject to the risk that the
securities of such issuers will underperform the market as a whole due to
legislative or regulatory changes, adverse market conditions and/or increased
competition affecting the Energy Sector. The performance of companies operating
in the Energy Sector is closely tied to the price and supply of energy fuels and
international political events.
◦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.
◦Industrials
Sector Risk. Issuers
in the Industrials Sector are affected by supply and demand, both for their
specific product or service and for Industrials Sector products in general. The
products of such issuers may face obsolescence due to rapid technological
developments and frequent new product introduction. Government regulations,
world events, economic conditions and exchange rates affect the performance of
companies in the Industrials Sector. Issuers in the Industrials Sector may be
adversely affected by liability for environmental damage, product liability
claims and exchange rates. The Industrials Sector may also be adversely affected
by changes or trends in commodity prices, which may be influenced by
unpredictable factors.
◦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.
•Security
Selection Risk.
The success of the Fund’s investment strategies depends, in part, on the
effectiveness and implementation of the Adviser’s analysis and methodology with
respect to security selection. The securities in the Fund’s portfolio may
decline in value. The Adviser’s analysis and portfolio management practices may
not achieve the desired results.
•Value
Investing Risk. Because the Fund may utilize a value style of investing, the Fund
could suffer losses or produce poor results relative to other funds, even in a
rising market, if the Adviser’s assessment of a company’s value or prospects for
exceeding earnings expectations or market conditions is
incorrect.
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 calendar years ended December 31. The table illustrates how
the Fund’s average annual returns for the 1-year and since inception periods
compare with those of the primary index which is the Bloomberg World Large, Mid
and Small Cap equal weighted index.. The table also shows how the Fund’s performance compares
to the S&P 500® Total Return Index, another comparative index that represents the
asset classes in which the Fund invests. From the Fund’s
inception to August 28, 2023, the Fund was advised by Changebridge Capital, LLC.
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.CloughETFs.com.
Calendar Year Returns as of
December 31
During
the period shown in the bar chart, the best
performance for a quarter was 20.41% (for the quarter ended
March 31,
2021) and the worst
performance was -18.94% (for the quarter ended
June 30,
2022).
|
|
|
|
|
|
|
| |
Average Annual
Total Returns (for the Periods Ended December 31,
2023) |
| One
Year |
Since
Inception
(11/12/20) |
Return Before
Taxes |
16.90% |
8.26% |
Return After
Taxes on Distributions |
16.48% |
8.10% |
Return After
Taxes on Distributions and Sale of Fund Shares |
10.29% |
6.41% |
Bloomberg
World Large, Mid and Small Cap Equal Weighted Index1 (reflects no deductions for fees, expenses, or
taxes) |
13.95% |
5.28% |
S&P
500®
Total Return Index (reflects no deductions for fees, expenses, or
taxes) |
26.29% |
11.75% |
1.Effective
December 31, 2023, the Bloomberg World Large, Mid and Small Cap Equal Weighted
Index has replaced the S&P 500®
Total Return Index as the Fund’s primary benchmark index. The
new benchmark was selected because it better aligns with the Fund’s strategy and
provides a better comparison for performance. The Bloomberg World Large, Mid and Small Cap Equal Weighted Index
covers 99% market cap of the measured markets.
After-tax
returns are calculated using the historical highest individual federal marginal
income tax rates during the periods 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
|
|
|
|
| |
Adviser |
Clough
Capital Partners L.P. |
Portfolio
Manager |
Vincent
Lorusso is the Fund’s portfolio manager and is primarily responsible for
the day-to-day management of the Fund’s portfolio. Mr. Lorusso has been
the portfolio manager of the Fund since its inception in November
2020. |
Purchase
and Sale of Shares
The
Fund issues and redeems Shares at NAV only in large blocks known as “Creation
Units,” which only APs (typically, broker-dealers) may purchase or redeem. The
Fund generally issues and redeems Creation Units in exchange for a portfolio of
securities and/or a designated amount of U.S. cash.
Shares
are listed on the Exchange, and individual Shares may only be bought and sold in
the secondary market through a broker or dealer at market prices, rather than
NAV. Because Shares trade at market prices rather than NAV, Shares may trade at
a price greater than NAV (premium) or less than NAV (discount).
An
investor may incur costs attributable to the difference between the highest
price a buyer is willing to pay to purchase Shares (the “bid” price) and the
lowest price a seller is willing to accept for Shares (the “ask” price) when
buying or selling Shares in the secondary market. The difference in the bid and
ask prices is referred to as the “bid-ask spread.”
Recent
information regarding the Fund’s NAV, market price, how often Shares traded on
the Exchange at a premium or discount, and bid-ask spreads can be found on the
Fund’s website at www.CloughETFs.com.
Tax
Information
The
Fund’s distributions are generally taxable as ordinary income, qualified
dividend income, or capital gains (or a combination), unless your investment is
held in an IRA or other tax-advantaged account. Distributions on investments
made through tax-deferred arrangements may be taxed later upon withdrawal of
assets from those accounts. See
“Dividends, Distributions, and Taxes - Dividends and Distributions” for more
information.
Financial
Intermediary Compensation
If
you purchase Shares through a broker-dealer or other financial intermediary
(such as a bank) (an “Intermediary”), the Adviser or its affiliates may pay
Intermediaries for certain activities related to the Fund, including
participation in activities that are designed to make Intermediaries more
knowledgeable about exchange-traded products, including the Fund, or for other
activities, such as marketing, educational training or other initiatives related
to the sale or promotion of Shares. These payments may create a conflict of
interest by influencing the Intermediary and your salesperson to recommend the
Fund over another investment. Any such arrangements do not result in increased
Fund expenses. Ask your salesperson or visit the Intermediary’s website for more
information.
ADDITIONAL
INFORMATION ABOUT THE FUNDS
Investment
Objectives
Each
Fund’s investment objective may be changed by the Board of Trustees (the
“Board”) of Listed Funds Trust (the “Trust”) without shareholder approval upon
written notice to shareholders.
Principal
Investment Strategies
Each
Fund has adopted a policy, as described below, to comply with Rule 35d-1 under
the Investment Company Act of 1940 (the “1940 Act”). Each such policy has been
adopted as a non-fundamental investment policy and may be changed without
shareholder approval upon 60 days’ written notice to shareholders.
Under
normal circumstances, each Fund invests at least 80% of its net assets (plus any
borrowings for investment purposes) in equity securities, including common
stocks and depositary receipts.
The
Clough Hedged Equity ETF intends to engage in short sales. To effect a short
sale, the Fund arranges through a broker to borrow the security it does not own
to be delivered to a buyer of such security. In borrowing the security to be
delivered to the buyer, the Fund will become obligated to replace the security
borrowed at the time of replacement, regardless of the market price at that
time. A short sale results in a gain when the price of the securities sold short
declines between the date of the short sale and the date on which a security is
purchased to replace the borrowed security. Conversely, a short sale will result
in a loss if the price of the security sold short increases. When the Fund makes
a short sale, the broker effecting the short sale typically holds the proceeds
as part of the collateral securing the Fund’s obligation to cover the short
position.
Non-Principal
Investment Strategies
The
Clough Select Equity ETF may also purchase or sell (write) include
exchange-traded put or call options on stocks or stock indices for any purpose
consistent with its investment objective, such as for hedging or obtaining
market exposure. A put option gives the owner of the put the right, but not the
obligation, to sell a security at a stated price within a specific timeframe,
and a call option gives the owner of the call the right, but not the obligation,
to buy a security at a stated price within a specific timeframe.
Principal
Investment Risks
An
investment in a Fund entails risks. A Fund could lose money, or its performance
could trail that of other investment alternatives. The following provides
additional information about each Fund’s principal risks. It is important that
investors closely review and understand these risks before making an investment
in a Fund. Each risk applies to each Fund unless otherwise specified. Just as in
each Fund’s summary section, the principal risks below are presented in
alphabetical order to facilitate finding particular risks and comparing them
with those of other funds. Each risk summarized below is considered a “principal
risk” of investing in the applicable Fund, regardless of the order in which it
appears.
•Counterparty
Risk (Hedged
Equity ETF only).
Investing in derivatives involves entering into contracts with third parties
(i.e.,
counterparties). The use of derivatives involves risks that are different from
those associated with ordinary portfolio securities transactions. The Fund will
be subject to credit risk (i.e.,
the risk that a counterparty is or is perceived to be unwilling or unable to
make timely payments or otherwise meet its contractual obligations) with respect
to the amount it expects to receive from counterparties to derivatives entered
into by the Fund. If a counterparty becomes bankrupt or fails to perform its
obligations, or if any collateral posted by the counterparty for the benefit of
the Fund is insufficient or there are delays in the Fund’s ability to access
such collateral, the value of an investment in such Fund may decline. The Fund
also seeks to mitigate risks by generally requiring that the counterparties
agree to post collateral for the benefit of the Fund, marked to market daily, in
an amount approximately equal to what the counterparty owes the Fund, subject to
certain minimum thresholds. To the extent any such collateral is insufficient or
there are delays in accessing the collateral, the Fund will be exposed to the
risks described above, including possible delays in recovering amounts as a
result of bankruptcy proceedings.
•Cybersecurity
Risk.
With the increased use of technologies such as the Internet and the dependence
on computer systems to perform business and operational functions, funds (such
as a Fund) and their service providers may be prone to operational and
information security risks resulting from cyber-attacks and/or technological
malfunctions. In general, cyber-attacks are deliberate, but unintentional events
may have similar effects. Cyber-attacks include, among others, stealing or
corrupting data maintained online or digitally, preventing legitimate users from
accessing information or services on a website, releasing confidential
information without authorization, and causing operational disruption.
Cybersecurity incidents may allow an unauthorized party to gain access to Fund
assets or proprietary information, or cause a Fund, the Adviser, and/or other
service providers (including custodians and financial intermediaries) to suffer
data breaches or data corruption. Additionally, cybersecurity failures or
breaches of the electronic systems of a Fund, the Adviser, or the Fund’s other
service providers, market makers, APs, a Fund’s primary listing exchange, or the
issuers of securities in which a Fund invests have the ability to disrupt and
negatively affect the Fund’s business operations, including the ability to
purchase and sell Shares, potentially resulting in financial losses to the Fund
and its
shareholders.
For instance, cyber-attacks or technical malfunctions may interfere with the
processing of shareholder or other transactions, affect a Fund’s ability to
calculate its NAV, cause the release of private shareholder information or
confidential Fund information, impede trading, cause reputational damage, and
subject the Fund to regulatory fines, penalties or financial losses,
reimbursement or other compensation costs, and additional compliance costs.
Cyber-attacks or technical malfunctions may render records of Fund assets and
transactions, shareholder ownership of Shares, and other data integral to the
functioning of a Fund inaccessible or inaccurate or incomplete. A Fund also may
incur substantial costs for cybersecurity risk management to prevent cyber
incidents in the future. A Fund and its respective shareholders could be
negatively impacted as a result.
•Depositary
Receipts Risk.
The Funds may hold the securities of non-U.S. companies in the form of
depository receipts, including ADRs, EDRs and 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 NYSE. ADRs are U.S. dollar denominated. EDRs and GDRs are
similar to ADRs, but are shares of foreign-based corporations generally issued
by international banks in one or more markets around the world. EDRs and GDRs
are typically U.S. dollar denominated but may be denominated in a foreign
currency. As a result, changes in foreign currency exchange rates may affect the
value of a Fund’s portfolio. Depositary receipts may be “sponsored” or
“unsponsored” and may be unregistered and unlisted. Sponsored depositary
receipts are established jointly by a depositary and the underlying issuer,
whereas unsponsored depositary receipts may be established by a depositary
without participation by the underlying issuer. Holders of an unsponsored
depositary receipt generally bear all the costs associated with establishing the
unsponsored depositary receipt. In addition, the issuers of the securities
underlying unsponsored depositary receipts may not be obligated to disclose
information that is, in the United States, considered material, and may not be
subject to accounting, auditing and financial reporting standards and
requirements comparable to those applicable to U.S. companies. Therefore, there
may be less information available regarding these issuers and there may not be a
correlation between such information and the market value of the depositary
receipts. In addition, because the underlying securities of depositary receipts
trade on foreign exchanges at times when the U.S. markets are not open for
trading, the value of the securities underlying the depositary receipts 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.
•Derivatives
Risk
(Hedged Equity ETF only).
Derivatives are financial instruments that have a value which depends upon, or
is derived from, a reference asset, such as one or more underlying securities,
pools of securities, indices, rates or currencies. Derivatives may result in
investment exposures that are greater than their cost would suggest; in other
words, a small investment in a derivative may have a large impact on Fund
performance. The successful use of derivatives generally depends on the ability
to predict market movements. The use of these instruments requires special
skills and knowledge of investment techniques that are different than those
normally required for purchasing and selling securities. If the Adviser uses a
derivative instrument at the wrong time or judges market conditions incorrectly,
or if the derivative instrument does not perform as expected, these strategies
may significantly reduce the Fund’s return. The Fund could also experience
losses if it is unable to close out a position because the market for an
instrument or position is or becomes illiquid.
Derivatives,
including options, are subject to a number of risks, some of which are described
elsewhere in this Prospectus. The use of derivatives may entail risks greater
than, or possibly different from, such risks to which the Fund is exposed.
Certain of the different risks to which the Fund might be exposed due to the use
of derivatives include the following:
◦Correlation
Risk
is the risk that derivative instruments may be mispriced or improperly valued
and that changes in the value of the derivatives may not correlate perfectly
with the underlying asset or security.
◦Hedging
Risk
is the risk that derivative instruments used to hedge against an opposite
position may offset losses, but they also may offset gains.
◦Segregation
Risk
is the risk associated with any requirement which may be imposed to segregate
assets or enter into offsetting positions in connection with investments in
derivatives. Such segregation will not limit exposure to loss, and the Fund may
be exposed to investment risk with respect to the segregated assets to the
extent that, but for the applicable segregation requirement, the segregated
assets would be sold.
◦Volatility
Risk
is the risk that, because some derivatives involve economic leverage, this
economic leverage will increase the volatility of the derivative instruments, as
they may increase or decrease in value more quickly than the underlying
currency, security, interest rate or other economic variable.
•Emerging
Markets Risk.
Emerging markets are subject to greater market volatility, lower trading volume,
political and economic instability, uncertainty regarding the existence of
trading markets and more governmental limitations on foreign investment than
more developed markets. In addition, securities in emerging markets may be
subject to greater price fluctuations than securities in more developed markets.
Differences in regulatory, accounting, auditing, and financial reporting and
recordkeeping standards could impede the Adviser’s ability to evaluate local
companies and impact a Fund’s performance. There also may be limitations on the
rights and remedies available to investors in emerging market companies compared
to those associated with U.S. companies. In addition, brokerage and other
transaction costs on foreign securities exchanges are often
higher
than in the U.S. and there is generally less government supervision and
regulation of exchanges, brokers and issuers in foreign countries.
•Equity
Market Risk. Common
stocks are susceptible to general stock market fluctuations and to volatile
increases and decreases in value as market confidence in and perceptions of
their issuers change. These investor perceptions are based on various and
unpredictable factors including: expectations regarding government, economic,
monetary and fiscal policies; inflation and interest rates; economic expansion
or contraction; and global or regional political, economic and banking crises.
If you held common stock, or common stock equivalents, of any given issuer, you
would generally be exposed to greater risk than if you held preferred stocks and
debt obligations of the issuer because common stockholders, or holders of
equivalent interests, generally have inferior rights to receive payments from
issuers in comparison with the rights of preferred stockholders, bondholders,
and other creditors of such issuers.
The
respiratory illness COVID-19 has spread globally since 2020, resulting in a
global pandemic and major disruption to economies and markets around the world,
including the United States. During this time, financial markets have
experienced extreme volatility and severe losses, and trading in many
instruments has been disrupted or suspended. Liquidity for many instruments has
been greatly reduced for periods of time. Some sectors of the economy and
individual issuers have experienced particularly large losses. Governments and
central banks, including the Federal Reserve in the U.S., have taken
extraordinary and unprecedented actions to support local and global economies
and the financial markets. The impact of these measures, and whether they will
be effective to mitigate the economic and market disruption, will not be known
for some time. However, the availability of COVID-19 vaccinations in the United
States and certain other developed countries, coupled with the passage of
stimulus programs in the U.S. and abroad, have resulted in the re-opening of
businesses, a reduction in quarantine and masking requirements, increased
consumer demand, and the resumption of in-person schooling, travel and events.
Despite these positive trends, the prevalence of new COVID-19 variants or other
unforeseen circumstances may result in the continued spread of the virus,
particularly for countries with limited access to effective vaccines.
•ETF
Risks.
Each Fund is an ETF and, as a result of its structure, is exposed to the
following risks:
◦Authorized
Participants, Market Makers, and Liquidity Providers Concentration
Risk.
A Fund has a limited number of financial institutions that may act as APs. In
addition, there may be a limited number of market makers and/or liquidity
providers in the marketplace. Shares may trade at a material discount to NAV and
possibly face delisting if either: (i) APs exit the business or otherwise become
unable to process creation and/or redemption orders and no other APs step
forward to perform these services, or (ii) market makers and/or liquidity
providers exit the business or significantly reduce their business activities
and no other entities step forward to perform their functions.
◦Costs
of Buying or Selling Shares Risk.
Investors buying or selling Shares in the secondary market will pay brokerage
commissions or other charges imposed by brokers, as determined by that broker.
Brokerage commissions are often a fixed amount and may be a significant
proportional cost for investors seeking to buy or sell relatively small amounts
of Shares. In addition, secondary market investors also will incur the cost of
the difference between the price at which an investor is willing to buy Shares
(the “bid” price) and the price at which an investor is willing to sell Shares
(the “ask” price). This difference in bid and ask prices is often referred to as
the “spread” or “bid/ask spread.” The bid/ask spread varies over time for Shares
based on trading volume and market liquidity and is generally lower if Shares
have more trading volume and market liquidity and higher if Shares have little
trading volume and market liquidity. Further, a relatively small investor base
in 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 Risk.
As with all ETFs, Shares may be bought and sold in the secondary market at
market prices. Although it is expected that the market price of Shares will
approximate a Fund’s NAV, there may be times when the market price of Shares is
more than the NAV intra-day (premium) or less than the NAV intra-day (discount)
due to supply and demand of Shares or during periods of market volatility. This
risk is heightened in times of market volatility or periods of steep market
declines and periods when there is limited trading activity for Shares in the
secondary market, in which case such premiums or discounts may be significant.
The market price of Shares during the trading day, like the price of any
exchange-traded security, includes a “bid/ask” spread charged by the exchange
specialist, market makers or other participants that trade Shares. In times of
severe market disruption, the bid/ask spread can increase significantly. At
those times, Shares are most likely to be traded at a discount to NAV, and the
discount is likely to be greatest when the price of Shares is falling fastest,
which may be the time that you most want to sell your Shares. The Adviser
believes that, under normal market conditions, large market price discounts or
premiums to NAV will not be sustained because of arbitrage opportunities.
◦Trading
Risk.
Although Shares are listed for trading on the Exchange and may be listed or
traded on U.S. and non-U.S. stock exchanges other than the Exchange, there can
be no assurance that an active trading market for such Shares will develop or be
maintained. Trading in Shares may be halted due to market conditions or for
reasons that, in the view of the Exchange, make
trading
in Shares inadvisable. In addition, trading in Shares on the Exchange is subject
to trading halts caused by extraordinary market volatility pursuant to Exchange
“circuit breaker” rules, which temporarily halt trading on the Exchange when a
decline in the S&P 500®
Index during a single day reaches certain thresholds (e.g.,
7%, 13%, and 20%). Additional rules applicable to the Exchange may halt trading
in Shares when extraordinary volatility causes sudden, significant swings in the
market price of Shares. There can be no assurance that Shares will trade with
any volume, or at all, on any stock exchange. In stressed market conditions, the
liquidity of Shares may begin to mirror the liquidity of a Fund’s underlying
portfolio holdings, which can be significantly less liquid than Shares.
•Foreign
Markets Risk.
Investments in ADRs and ETFs that provide exposure to non-U.S. companies involve
certain risks that may not be present with investments in U.S. companies. For
example, investments in non-U.S. companies 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. Securities of non-U.S. companies may be subject to different accounting,
auditing, financial reporting and investor protection standards than those of
U.S. companies. Investments tied to non-U.S. companies may be subject to
withholding or other taxes and may be subject to additional trading, settlement,
custodial, and operational risks. Because legal systems differ, there also is
the possibility that it will be difficult to obtain or enforce legal judgments
in certain countries. Since foreign exchanges may be open on days when a 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
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.
•Growth
Investing Risk.
Growth stocks can be volatile for several reasons. Since those companies usually
invest a high portion of earnings in their businesses, they may lack the
dividends of value stocks that can cushion stock prices in a falling market. The
prices of growth stocks are based largely on projections of the issuer’s future
earnings and revenues. If a company’s earnings or revenues fall short of
expectations, its stock price may fall dramatically.
•Hedging
Risk (Hedged
Equity ETF only).
Options used by the Fund to reduce volatility may not perform as intended. There
can be no assurance that the Fund’s option strategy will be effective. It may
expose the Fund to losses, e.g.,
option premiums, to which it would not have otherwise been exposed if it only
invested in stocks. Further, the option strategy may not fully protect the Fund
against declines in the value of its portfolio securities.
•Investment
Themes Risk.
Each Fund’s investment program depends on the Adviser’s identification and
development of global or regional investment themes, and a Fund’s performance
may suffer if such themes, which can be inherently challenging to identify, are
not well identified, or do not unfold as anticipated. Failure to correctly
identify or develop the themes that will guide a Fund’s portfolio investments,
or the failure of a theme to unfold in the way the Adviser anticipates, may
result from many causes, including the following: governments or others may
decide to oppose or delay certain economic, social or political developments
that are the basis of investment themes; demographic or economic data necessary
to understand correctly the way in which certain themes may unfold in some
countries may be incorrect or incomplete; development of themes and their
longevity may require attention to subtle cultural factors not always apparent
to outside observers; or social and political changes or natural disasters in
some parts of the world may alter the underlying conditions or affect the
availability of natural resources necessary to an emerging theme.
•Liquidity
Risk.
In certain situations, it may be difficult or impossible to sell an investment
in an orderly fashion at an acceptable price.
•Long/Short
Risk (Hedged
Equity ETF only).
The
Fund seeks long exposure to certain securities and short exposure to certain
other securities. There is no guarantee that the returns on the Fund’s long or
short positions will produce positive returns, and the Fund could lose money if
either or both the Fund’s long and short positions produce negative
returns.
•Management
Risk.
The
Adviser continuously evaluates each Fund’s holdings, purchases and sales with a
view to achieving each Fund’s investment objective. However, achievement of the
stated investment objective cannot be guaranteed. The Adviser’s judgment about
the markets, the economy, or companies may not anticipate actual market
movements, economic conditions or company performance, and these factors may
affect the return on your investment. In fact, no matter how good a job the
Adviser does, you could lose money on your investment in a Fund, just as you
could with other investments. If the Adviser is incorrect in its assessment of
the income, growth or price realization potential of a Fund’s holdings or
incorrect in its assessment of general market or economic conditions, then the
value of each Fund’s shares may decline.
•Market
Capitalization Risk.
◦Large-Capitalization
Investing Risk.
The securities of large-capitalization companies may be relatively mature
compared to smaller companies and, therefore, subject to slower growth during
times of economic expansion. Large-capitalization companies also may be unable
to respond quickly to new competitive challenges, such as changes in technology
and consumer tastes.
◦Mid-Capitalization
Investing Risk.
The securities of mid-capitalization companies may be more vulnerable to adverse
issuer, market, political, or economic developments than securities of
large-capitalization companies. The securities of mid-capitalization companies
generally trade in lower volumes and are subject to greater and more
unpredictable price changes than large-capitalization stocks or the stock market
as a whole. Some mid-capitalization companies have limited product lines,
markets, financial resources, and management personnel and tend to concentrate
on fewer geographical markets relative to large-capitalization companies.
◦Small-Capitalization
Investing Risk.
The securities of small-capitalization companies may be more vulnerable to
adverse issuer, market, political, or economic developments than securities of
large- or mid-capitalization companies. The securities of small-capitalization
companies generally trade in lower volumes and are subject to greater and more
unpredictable price changes than large- or mid-capitalization stocks or the
stock market as a whole. There is typically less publicly available information
concerning smaller-capitalization companies than for larger, more established
companies.
•Market
Risk. Market
risks, including political, regulatory, market, and economic or other
developments, and developments that impact specific economic sectors, industries
or segments of the market, can affect the value of a Fund’s shares. Local,
regional, or global events such as war, acts of terrorism, natural disasters,
the spread of infectious illness or other public health issues, recessions, or
other events could have a significant impact on the market generally and on
specific securities. Each Fund is subject to the risk that the prices of, and
the income generated by, securities held by the Fund may decline significantly
and/or rapidly in response to adverse issuer, political, regulatory, general
economic and market conditions, or other developments, such as regional or
global economic instability (including terrorism and related geopolitical
risks), interest rate fluctuations, and those events directly involving the
issuers that may cause broad changes in market value, public perceptions
concerning these developments, and adverse investor sentiment. Such events may
cause the value of securities owned by a Fund to go up or down, sometimes
rapidly or unpredictably. Changes in the economic climate, investor perceptions
and stock market volatility also can cause the prices of a Fund’s investments to
decline regardless of the conditions of the issuers held by the Fund. There is
also a risk that policy changes by the U.S. Government and/or Federal Reserve,
such as increasing interest rates, could cause increased volatility in financial
markets and higher levels of Fund redemptions, which could have a negative
impact on a Fund. These events may lead to periods of volatility and increased
redemptions, which could cause a Fund to experience a loss when selling
securities to meet redemption requests by shareholders. The risk of loss
increases if the redemption requests are unusually large or
frequent.
Prices
may fluctuate widely over short or extended periods in response to company,
market or economic news. Markets also tend to move in cycles, with periods of
rising and falling prices. If there is a general decline in the securities and
other markets, your investment in a Fund may lose value, regardless of the
individual results of the securities and other instruments in which the Fund
invests.
In
the past several years, financial markets, such as those in the United States,
Europe, Asia and elsewhere, have experienced increased volatility, depressed
valuations, decreased liquidity and heightened uncertainty. Governmental and
non-governmental issuers have defaulted on, or been forced to restructure, their
debts. These conditions may continue, recur, worsen or spread.
The
U.S. Government and the Federal Reserve, as well as certain foreign governments
and central banks, took steps to support financial markets, including by keeping
interest rates at historically low levels for an extended period. The Federal
Reserve has concluded its market support activities and has raised, and may
continue to raise, interest rates. Such actions, including additional interest
rate hikes, could negatively affect financial markets generally, increase market
volatility and reduce the value and liquidity of securities in which a Fund
invests.
Policy
and legislative changes in the United States and in other countries are
affecting many aspects of financial regulation, and may in some instances
contribute to decreased liquidity and increased volatility in the financial
markets. The impact of these changes on the markets, and the practical
implications for market participants, may not be fully known for some time.
Economies
and financial markets throughout the world are becoming increasingly
interconnected. As a result, whether or not a Fund invests in securities of
issuers located in or with significant exposure to countries experiencing
economic and financial difficulties, the value and liquidity of the Fund’s
investments may be negatively affected.
•Options
Risk
(Hedged Equity ETF only).
Options are subject to correlation risk because there may be an imperfect
correlation between the prices of options and movements in the price of the
underlying securities. Options may expire unexercised, causing the Fund to lose
the premium paid for them. The success of the Fund’s investment in options
depends upon many factors, such as the price of the options which is a function
of various factors that may change rapidly over time. If a counterparty
defaults, the Fund’s only recourse will be to pursue contractual remedies
against the counterparty, and the Fund may be unsuccessful in its pursuit. The
Fund thus assumes the risk that it may be delayed in or prevented from obtaining
payments owed to it pursuant to an over-the-counter options transaction.
Exchange
traded index options give the holder of the option the right to buy (or to sell)
a position in an index of securities to the writer of the option, at a certain
price. Selling index call options reduces the Fund’s ability to profit from
increases in the value of the Fund’s equity portfolio, and purchasing put
options may result in the Fund’s loss of premiums paid in the event that the put
options
expire unexercised. To the extent that the Fund reduces its put option holdings
relative to the number of call options sold by the Fund, the Fund’s ability to
mitigate losses in the event of a market decline will be reduced.
When
the Fund sells an option, it gains the amount of the premium it receives, but
also incurs a liability representing the value of the option it has sold until
the option is either exercised and finishes “in the money,” meaning it has value
and can be sold, or the option expires worthless, or the expiration of the
option is “rolled,” or extended forward. The value of the options in which the
Fund invests is based partly on the volatility used by market participants to
price such options (i.e.,
implied volatility). Accordingly, increases in the implied volatility of such
options will cause the value of such options to increase (even if the prices of
the options’ underlying stocks do not change), which will result in a
corresponding increase in the liabilities of the Fund under such options and
thus decrease the Fund’s NAV.
•Portfolio
Turnover Risk. Each
Fund’s strategy may frequently involve buying and selling securities, which may
lead to relatively high portfolio turnover. Higher portfolio turnover may result
in a Fund paying increased transaction costs and generating greater tax
liabilities for shareholders. Higher portfolio turnover also may cause a Fund’s
performance to be less than you expect.
•Sector
Risk.
Each Fund’s investing approach may result in an emphasis on certain sectors,
industries, or sub-industries of the market at any given time. To the extent a
Fund invests more heavily in one sector or sub-industry of the market, it
thereby presents a more concentrated risk and its performance will be especially
sensitive to developments that significantly affect those sectors, industries,
or sub-industries. In addition, the value of a Fund’s shares may change at
different rates compared to the value of shares of a fund with investments in a
more diversified mix of sectors and industries. An individual sector, industry,
or sub-industry of the market may have above-average performance during
particular periods but may also move up and down more than the broader market.
The several industries that constitute a sector may all react in the same way to
economic, political or regulatory events. A Fund’s performance could also be
affected if the sectors, industries, or sub-industries do not perform as
expected. Alternatively, the lack of exposure to one or more sectors,
industries, or sub-industries may adversely affect performance. If such sectors
underperform relative to the broader equity market, or if the sectors to which a
Fund has less exposure relative to the broader equity market outperform relative
to the broader equity market, the Fund’s performance may lag that of the broader
equity market. Each Fund may have significant exposure to the following
sectors:
◦Consumer
Sectors 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, tariffs and trade barriers, changes in
demographics, and consumer preferences. Companies in consumer-oriented sectors
depend heavily on disposable household income and consumer spending and 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.
◦Energy
Sector Risk.
The energy sector includes companies operating in the exploration and
production, refining and marketing, and storage and transportation of oil and
gas and coal and consumable fuels. It also includes companies that offer oil and
gas equipment and related services. The Fund is subject to the risk that the
securities of such issuers will underperform the market as a whole due to
legislative or regulatory changes, adverse market conditions and/or increased
competition affecting the energy sector. The performance of companies operating
in the energy sector is closely tied to the price and supply of energy fuels and
international political events.
◦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 and an increased emphasis on the delivery of healthcare through
outpatient services. Companies in the Health Care Sector are heavily dependent
on obtaining and defending patents, which may be time consuming and costly, and
the expiration of patents may also adversely affect the profitability of these
companies. Health care companies are also subject to extensive litigation based
on product liability and similar claims. In addition, their products can become
obsolete due to industry innovation, changes in technologies or other market
developments. Many new products in the Health Care Sector require significant
research and development and may be subject to regulatory approvals, all of
which may be time consuming and costly with no guarantee that any product will
come to market.
◦Industrials
Sector Risk. Issuers
in the Industrials Sector are affected by supply and demand, both for their
specific product or service and for Industrials Sector products in general. The
products of such issuers may face obsolescence due to rapid technological
developments and frequent new product introduction. Government regulations,
world events, economic conditions and exchange rates affect the performance of
companies in the Industrials Sector. Issuers in the Industrials Sector may be
adversely affected by liability for environmental damage, product liability
claims and exchange rates. The Industrials Sector may also be adversely affected
by changes or trends in commodity prices, which may be influenced by
unpredictable factors.
◦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 Funds’ 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.
•Security
Selection Risk. The
securities in each Fund’s portfolio may decline in value. The Adviser’s analysis
and portfolio management practices may not achieve the desired
results.
•Short
Selling Risk
(Hedged Equity ETF only).
Short
selling involves the sale of securities borrowed from a third party. The short
seller profits if the borrowed security’s price declines. If a shorted security
increases in value, a higher price must be paid to buy the stock back to cover
the short sale, resulting in a loss. The Fund may incur expenses related to
short selling, including compensation, interest or dividends, and transaction
costs payable to the security lender, whether the price of the shorted security
increases or decreases. The amount the Fund could lose on a short sale is
theoretically unlimited. Short selling also involves counterparty risk – the
risk associated with the third party ceasing operations or failing to sell the
security back.
•Tax
Risk
(Hedged Equity ETF only).
The writing of call options by the Fund may significantly reduce or eliminate
its ability to make distributions eligible to be treated as qualified dividend
income. Covered call options may also be subject to the federal tax rules
applicable to straddles under the Code. If positions held by the Fund were
treated as “straddles” for federal income tax purposes, or the Fund’s risk of
loss with respect to a position was otherwise diminished as set forth in
Treasury regulations, dividends on stocks that are a part of such positions
would not constitute qualified dividend income subject to such favorable income
tax treatment in the hands of non-corporate shareholders or eligible for the
dividends received deduction for corporate shareholders. In addition, generally,
straddles are subject to certain rules that may affect the amount, character and
timing of the Fund’s recognition of gains and losses with respect to straddle
positions by requiring, among other things, that: (1) any loss realized on
disposition of one position of a straddle may not be recognized to the extent
that the Fund has unrealized gains with respect to the other position in such
straddle; (2) the Fund’s holding period in straddle positions be suspended while
the straddle exists (possibly resulting in a gain being treated as short-term
capital gain rather than long-term capital gain); (3) the losses recognized with
respect to certain straddle positions that are part of a mixed straddle and that
are not subject to Section 1256 of the Internal Revenue Code be treated as 60%
long-term and 40% short-term capital loss; (4) losses recognized with respect to
certain straddle positions that would otherwise constitute short-term capital
losses be treated as long-term capital losses; and (5) the deduction of interest
and carrying charges attributable to certain straddle positions may be deferred.
•Value
Investing Risk.
Because the Fund may utilize a value style of investing, the Fund could suffer
losses or produce poor results relative to other funds, even in a rising market,
if the Adviser’s assessment of a company’s value or prospects for exceeding
earnings expectations or market conditions is incorrect.
PORTFOLIO
HOLDINGS INFORMATION
Information
about each Fund’s daily portfolio holdings is available at www.CloughETFs.com. A
complete description of the Funds’ policies and procedures with respect to the
disclosure of the Funds’ portfolio holdings is available in the Funds’ Statement
of Additional Information (the “SAI”).
MANAGEMENT
Investment
Adviser
Clough
Capital Partners L.P., a Delaware limited partnership located at 53 State
Street, Floor 27, Boston, MA 02109, serves as the investment adviser for each
Fund. The Adviser, subject to the oversight of the Board, provides an investment
management program for each Fund and manages the day-to-day operations of the
Funds. The Adviser also arranges for transfer agency, custody, fund
administration, distribution, and all other services necessary for each Fund to
operate. The Adviser is an SEC-registered investment adviser. Previously, from
each Fund’s inception to August 28, 2023, the Funds were advised by Changebridge
Capital, LLC.
For
the services it provides to the Funds, the Adviser is entitled to a unified
management fee, which is calculated daily and paid monthly, at an annual rate
based on each Fund’s average daily net assets as set forth in the table below.
|
|
|
|
| |
Fund |
Management
Fee |
Clough
Hedged Equity ETF |
1.35%* |
Clough
Select Equity ETF |
0.85% |
* The
management fee for the Fund decreased from 1.70% to 1.35% effective February 29,
2024.
Pursuant
to an investment advisory agreement between the Trust, on behalf of each Fund,
and the Adviser (the “Advisory Agreement”), the Adviser has agreed to pay all
expenses of each Fund except the fee payable to the Adviser under the Advisory
Agreement, interest charges on any borrowings, dividends, and other expenses on
securities sold short, taxes, brokerage commissions and other expenses incurred
in placing orders for the purchase and sale of securities and other investment
instruments, acquired fund fees and expenses, accrued deferred tax liability,
extraordinary expenses, and distribution fees and expenses paid by the Trust, if
any, under the distribution plan adopted pursuant to Rule 12b-1 under the 1940
Act.
A
discussion regarding the basis for the Board’s most recent approval of the
Advisory Agreement with respect to the Clough Hedged Equity ETF will be
available in the Funds’ Semi-Annual Report to Shareholders dated April 30, 2024.
A discussion regarding the basis for the Board’s initial approval of the
Advisory Agreement with respect to each Fund is available in the Funds’
Annual
Report
to Shareholders
dated October 31, 2023.
Portfolio
Manager
Vincent
Lorusso is primarily responsible for the day-to-day management of each Fund’s
portfolio.
Mr.
Lorusso has been a portfolio manager of each Fund since its inception. He has
more than 25 years of industry experience. Prior to re-joining the Adviser in
2023 as President and Chief Executive Officer, Partner, and Portfolio Manager,
Mr. Lorusso was a Founder and Portfolio Manager of Changebridge Capital, LLC
since 2020. Previously, he served as Partner and Portfolio Manager at the
Adviser, where he worked for 16 years. Prior to that, Mr. Lorusso was a Senior
Investment Consultant with Natixis Asset Management. With a global perspective,
he has analyzed and invested in a broad range of equity securities over the
course of his career. Mr. Lorusso holds an MS in Finance and a BS in Finance
& English, both from Boston College.
The
SAI provides additional information about the portfolio manager’s compensation
structure, other accounts managed by the portfolio manager and the portfolio
manager’s ownership of Shares of the Funds.
Other
Service Providers
Vigilant
Distributors (the “Distributor”) serves as the principal underwriter and
distributor of each Fund’s Shares. The Distributor’s principal address is 223
Wilmington West Chester Pike, Suite 216, Chadds Ford, Pennsylvania 19317. The
Distributor will not distribute shares in less than whole Creation Units, and it
does not maintain a secondary market in the Shares. The Distributor is a
broker-dealer registered under the Securities Exchange Act of 1934, as amended,
and a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”). The
Distributor has no role in determining the policies of the Funds or the
securities that are purchased or sold by a Fund and is not affiliated with the
Adviser or any of its affiliates.
U.S.
Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services,
located at 615 East Michigan Street, Milwaukee, Wisconsin 53202, serves as the
administrator and transfer agent for the Funds.
U.S.
Bank National Association, located at 1555 North Rivercenter Drive, Suite 302,
Milwaukee, Wisconsin 53212, serves as the custodian for the Funds.
Morgan,
Lewis & Bockius LLP, located at 1111 Pennsylvania Avenue, N.W., Washington,
D.C. 20004, serves as legal counsel to the Trust.
Cohen
& Company, Ltd., located at 1835 Market Street, Suite 310, Philadelphia,
Pennsylvania 19103, serves as the Funds’ independent registered public
accounting firm. The independent registered public accounting firm is
responsible for auditing the annual financial statements of the Funds.
HOW
TO BUY AND SELL SHARES
Each
Fund issues and redeems Shares only in Creation Units at the NAV per share next
determined after receipt of an order from an AP. Only APs may acquire Shares
directly from a Fund, and only APs may tender their Shares for redemption
directly to a Fund, at NAV. APs must be a member or participant of a clearing
agency registered with the SEC and must execute a Participant Agreement that has
been agreed to by the Distributor, and that has been accepted by the Funds’
transfer agent, with respect to purchases and redemptions of Creation Units.
Once created, Shares trade in the secondary market in quantities less than a
Creation Unit.
Most
investors buy and sell Shares in secondary market transactions through brokers.
Individual Shares are listed for trading on the secondary market on the Exchange
and can be bought and sold throughout the trading day like other publicly traded
securities.
When
buying or selling Shares through a broker, you will incur customary brokerage
commissions and charges, and you may pay some or all of the spread between the
bid and the offer price in the secondary market on each leg of a round trip
(purchase and sale) transaction. In addition, because secondary market
transactions occur at market prices, you may pay more than NAV when you buy
Shares and receive less than NAV when you sell those Shares.
Book
Entry
Shares
are held in book-entry form, which means that no stock certificates are issued.
The Depository Trust Company (the “DTC”) or its nominee is the record owner of
all outstanding Shares.
Investors
owning Shares are beneficial owners as shown on the records of DTC or its
participants. DTC serves as the securities depository for all Shares. DTC’s
participants include securities brokers and dealers, banks, trust companies,
clearing corporations and other institutions that directly or indirectly
maintain a custodial relationship with DTC. As a beneficial owner of Shares, you
are not entitled to receive physical delivery of stock certificates or to have
Shares registered in your name, and you are not considered a registered owner of
Shares. Therefore, to exercise any right as an owner of Shares, you must rely
upon the procedures of DTC and its participants. These procedures are the same
as those that apply to any other securities that you hold in book entry or
“street name” through your brokerage account.
Frequent
Purchases and Redemptions of Shares
The
Funds impose no restrictions on the frequency of purchases and redemptions of
Shares. In determining not to approve a written, established policy, the Board
evaluated the risks of market timing activities by Fund shareholders. Purchases
and redemptions by APs, who are the only parties that may purchase or redeem
Shares directly from the Funds, are an essential part of the ETF process and
help keep Share trading prices in line with NAV. As such, the Funds accommodate
frequent purchases and redemptions by APs. However, frequent purchases and
redemptions for cash may increase tracking error and portfolio transaction costs
and lead to the realization of capital gains. The Funds’ fair valuation of their
holdings consistent with the 1940 Act and Rule 2a-5 thereunder and their ability
to impose transaction fees on purchases and redemptions of Creation Units to
cover the custodial and other costs incurred by the Funds in effecting trades
help to minimize the potential adverse consequences of frequent purchases and
redemptions.
Determination
of Net Asset Value
Each
Fund’s NAV is calculated as of the scheduled close of regular trading on the
NYSE, generally 4:00 p.m. Eastern time, each day the NYSE is open for business.
The NAV for a Fund is calculated by dividing the applicable Fund’s net assets by
its Shares outstanding.
In
calculating its NAV, each Fund generally values its assets on the basis of
market quotations, last sale prices, or estimates of value furnished by a
pricing service or brokers who make markets in such instruments. For example, a
Fund generally values equity securities at their readily available market
quotations. If such information is not available for an investment held by a
Fund or is determined to be unreliable, the investment will be valued by the
Adviser at fair value pursuant to procedures established by the Adviser and
approved by the Board (as described below).
Fair
Value Pricing
The
Adviser has been designated by the Board as the valuation designee for the Funds
pursuant to Rule 2a-5 under the 1940 Act. In its capacity as valuation designee,
the Adviser has adopted procedures and methodologies to fair value Fund
investments whose market prices are not “readily available” or are deemed to be
unreliable. For example, such circumstances may arise when: (i) an investment
has been de-listed or has had its trading halted or suspended; (ii) an
investment’s primary pricing source is unable or unwilling to provide a price;
(iii) an investment’s primary trading market is closed during regular market
hours; or (iv) an investment’s value is materially affected by events occurring
after the close of the investment’s primary trading market. Generally, when fair
valuing an investment held by a Fund, the Adviser will take into account all
reasonably available information that may be relevant to a particular valuation
including, but not limited to, fundamental analytical data regarding the issuer,
information relating to the issuer’s business, recent trades or offers of the
investment, general and/or specific market conditions and the specific facts
giving rise to the need to fair value the investment. Fair value determinations
are made in good faith and in accordance with the fair value methodologies
established by the Adviser. Due to the subjective and variable nature of
determining the fair value of a security or other investment, there can be no
assurance that the Adviser’s determined fair value will match or closely
correlate to any market quotation that subsequently becomes available or the
price quoted or published by other sources. In addition, a Fund may not be able
to obtain the fair value assigned to an investment if the Fund were to sell such
investment at or near the time its fair value is determined.
Investments
by Registered Investment Companies
Section
12(d)(1) of the 1940 Act and the rules thereunder limit investments by
registered investment companies in the securities of other investment companies.
Registered investment companies are permitted to invest in a Fund beyond the
limits set forth in section 12(d)(1), subject to certain terms and conditions,
including that such investment companies enter into an agreement with such Fund.
Delivery
of Shareholder Documents – Householding
Householding
is an option available to certain investors of the Funds. Householding is a
method of delivery, based on the preference of the individual investor, in which
a single copy of certain shareholder documents can be delivered to investors who
share the same address, even if their accounts are registered under different
names. Householding for the Funds is available through certain broker-dealers.
If you are interested in enrolling in householding and receiving a single copy
of prospectuses and other shareholder documents, please contact your
broker-dealer. If you are currently enrolled in householding and wish to change
your householding status, please contact your broker-dealer.
DIVIDENDS,
DISTRIBUTIONS, AND TAXES
Dividends
and Distributions
Each
Fund intends to pay out dividends in cash, 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, if any. 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 certain important U.S. federal income tax
considerations generally applicable to investments in the Funds. Your investment
in a Fund may have other tax implications. Please consult your tax advisor about
the tax consequences of an investment in Shares, including the possible
application of foreign, state, and local tax laws. This summary does not apply
to Shares held in an IRA or other tax-qualified plans, which are generally not
subject to current tax. Transactions relating to Shares held in such accounts
may, however, be taxable at some time in the future. This summary is based on
current tax laws, which may change.
Each
Fund intends to qualify each year for treatment as a regulated investment
company (a “RIC”) under Subchapter M of 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, a Fund’s failure to qualify as a RIC or to meet minimum distribution
requirements would result (if certain relief provisions were not available) in
fund-level taxation and, consequently, a reduction in income available for
distribution to shareholders.
Unless
your investment in Shares is made through a tax-exempt entity or tax-advantaged
account, such as an IRA, you need to be aware of the possible tax consequences
when a Fund makes distributions, when you sell your Shares listed on the
Exchange, and when you purchase or redeem Creation Units (APs only).
Taxes
on Distributions
Each
Fund intends to distribute, at least annually, substantially all of its net
investment income and net capital gains. The distributions you receive may be
subject to federal, state, and local taxation, depending on your tax situation.
For federal income tax purposes, distributions of investment income are
generally taxable as ordinary income or qualified dividend income. Taxes on
distributions of capital gains (if any) are determined by how long a Fund owned
the investments that generated them, rather than how long a shareholder has
owned his or her Shares. Sales of assets held by a Fund for more than one year
generally result in long-term capital gains and losses, and sales of assets held
by a Fund for one year or less generally result in short-term capital gains and
losses. Distributions of a Fund’s net capital gain (the excess of net long-term
capital gains over net short-term capital losses) that are reported by such Fund
as capital gain dividends (“Capital Gain Dividends”) will be taxable as
long-term capital gains, which for non-corporate shareholders are subject to tax
at reduced rates of up to 20% (lower rates apply to individuals in lower tax
brackets). Distributions of short-term capital gain will generally be taxable as
ordinary income. Dividends and distributions are generally taxable to you
whether you receive them in cash or reinvest them in additional
Shares.
Distributions
reported by a Fund as “qualified dividend income” are generally taxed to
non-corporate shareholders at rates applicable to long-term capital gains. For
such dividends to be taxed as qualified dividend income to a non-corporate
shareholder, a Fund must satisfy certain holding period requirements with
respect to the underlying stock and the non-corporate shareholder must satisfy
holding period requirements with respect to his or her ownership of such Fund’s
Shares. Holding periods may be suspended for these purposes for stock that is
hedged. “Qualified dividend income” generally is income derived from dividends
paid by U.S. corporations or certain foreign corporations that are either
incorporated in a U.S. possession or eligible for tax benefits under certain
U.S. income tax treaties. In addition, dividends that a Fund receives in respect
of stock of certain foreign corporations may be qualified dividend income if
that stock is readily tradable on an established U.S. securities market.
Corporate shareholders may be entitled to a dividends received deduction for the
portion of dividends they receive from a Fund that are attributable to dividends
received by such Fund from U.S. corporations, subject to certain limitations.
Certain of the Funds’ investment strategies may limit their ability to
distribute dividends eligible to be treated as qualified dividend income or for
the dividends received deduction applicable to 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 from non-U.S. shareholders generally are not subject to U.S.
taxation, unless you are a nonresident alien individual who is physically
present in the U.S. for 183 days or more per year. A Fund may, under certain
circumstances, report all or a portion of a dividend as an “interest-related
dividend” or a “short-term capital gain dividend,” which would generally be
exempt from this 30% U.S. withholding tax, provided certain other requirements
are met. Different tax consequences may result if you are a foreign shareholder
engaged in a trade or business within the United States or if a tax treaty
applies.
A
Fund (or a financial intermediary, such as a broker, through which a shareholder
owns Shares) generally is required to withhold and remit to the U.S. Treasury a
percentage (currently 24%) of the taxable distributions and sale proceeds paid
to any shareholder who fails to properly furnish a correct taxpayer
identification number, who has underreported dividend or interest income, or who
fails to certify that the shareholder is not subject to such withholding.
Taxes
When Shares are Sold on the Exchange
Provided
that a shareholder holds Shares as capital assets, any capital gain or loss
realized upon a sale or exchange of Shares generally is treated as a long-term
capital gain or loss if Shares have been held for more than one year and as a
short-term capital gain or loss if Shares have been held for one year or less.
However, any capital loss on a sale of Shares held for six months or less is
treated as long-term capital loss to the extent of Capital Gain Dividends paid
with respect to such Shares. Any loss realized on a sale will be disallowed to
the extent Shares 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 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 (“IRS”) may assert, however, that a loss that is
realized upon an exchange of securities for Creation Units may not be currently
deducted under the rules governing “wash sales” (for an AP who does not
mark-to-market their holdings) or on the basis that there has been no
significant change in economic position. APs exchanging securities should
consult their own tax advisor with respect to whether wash sale rules apply and
when a loss might be deductible.
A
Fund may include a payment of cash in addition to, or in place of, the delivery
of a basket of securities upon the redemption of Creation Units. A Fund may sell
portfolio securities to obtain the cash needed to distribute redemption
proceeds. This may cause a Fund to recognize investment income and/or capital
gains or losses that it might not have recognized if it had completely satisfied
the redemption in-kind. As a result, a Fund may be less tax efficient if it
includes such a cash payment in the proceeds paid upon the redemption of
Creation Units.
Net
Investment Income Tax
U.S.
individuals with income exceeding specified thresholds are subject to a 3.8% tax
on all or a portion of their “net investment income,” which includes interest,
dividends, and certain capital gains (generally including capital gains
distributions and capital gains realized on the sale of Shares). This 3.8% tax
also applies to all or a portion of the undistributed net investment income of
certain shareholders that are estates and trusts.
Taxation
of Fund Investments
If
positions held by a Fund were treated as “straddles” for federal income tax
purposes, or a Fund’s risk of loss with respect to a position was otherwise
diminished as set forth in Treasury Regulations, dividends on stocks that are a
part of such positions would not constitute qualified dividend income subject to
such favorable income tax treatment and would not be eligible for the
dividends-dividends received deduction for corporate shareholders. In addition,
straddles are generally subject to certain rules that may affect the amount,
character and timing of a Fund’s gains and losses with respect to straddle
positions by requiring, among other things, that: (1) any loss realized on
disposition of one position of a straddle may not be recognized to the extent
that such Fund has unrealized gains with respect to the other position in such
straddle; (2) such Fund’s holding period in straddle positions be suspended
while the straddle exists (possibly resulting in a gain being treated as
short-term capital gain rather than long-term capital gain); (3) the losses
recognized with respect to certain straddle positions that are part of a mixed
straddle and that are not subject to Code Section 1256 be treated as 60%
long-term and 40% short-term capital loss; (4) losses recognized with respect to
certain straddle positions that would otherwise constitute short-term capital
losses be treated as long-term capital losses; and (5) the deduction of interest
and carrying charges attributable to certain straddle positions may be
deferred.
Foreign
Investments by a Fund
The
Funds invest in foreign securities. Interest and other income received by a Fund
with respect to foreign securities may give rise to withholding and other taxes
imposed by foreign countries. Tax conventions between certain countries and the
United States may reduce or eliminate such taxes. If as of the close of a
taxable year more than 50% of the value of a Fund’s assets consists of certain
foreign stock or securities, each such Fund will be eligible to elect to “pass
through” to investors the amount of foreign income and similar taxes (including
withholding taxes) paid by such Fund during that taxable year. This means that
investors would be considered to have received as additional income their
respective shares of such foreign taxes, but may be entitled to either a
corresponding tax deduction in calculating taxable income, or, subject to
certain limitations, a credit in calculating federal income tax. If a Fund does
not so elect, each such Fund will be entitled to claim a deduction for certain
foreign taxes incurred by such Fund. A Fund (or a financial intermediary, such
as a broker, through which a shareholder owns Shares) will notify you if it
makes such an election and provide you with the information necessary to reflect
foreign taxes paid on your income tax return.
Foreign
tax credits, if any, received by a Fund as a result of an investment in another
RIC (including an ETF which is taxable as a RIC) will not be passed through to
you unless the Fund qualifies as a “qualified fund-of-funds” under the Code. If
a Fund is a “qualified fund-of-funds” it will be eligible to file an election
with the IRS that will enable the Fund to pass along these foreign tax credits
to its shareholders. A Fund will be treated as a “qualified fund-of-funds” under
the Code if at least 50% of the value of the Fund’s total assets (at the close
of each quarter of the Fund’s taxable year) is represented by interests in other
RICs.
The
foregoing discussion summarizes some of the possible consequences under current
federal tax law of an investment in each Fund. It is not a substitute for
personal tax advice. You also may be subject to state and local tax on Fund
distributions and sales of Shares. Consult your personal tax advisor about the
potential tax consequences of an investment in Shares
under
all applicable tax laws. For more information, please see the section entitled
“Federal Income Taxes” in the SAI.
DISTRIBUTION
PLAN
The
Board has adopted a Distribution and Service Plan (the “Plan”) pursuant to Rule
12b-1 under the 1940 Act. In accordance with the Plan, each Fund is authorized
to pay an amount up to 0.25% of its average daily net assets each year for
certain distribution-related activities and shareholder services.
No
Rule 12b-1 fees are currently paid by the Funds, and there are no plans to
impose these fees. However, in the event Rule 12b-1 fees are charged in the
future, because the fees are paid out of Fund assets, over time these fees will
increase the cost of your investment and may cost you more than certain other
types of sales charges.
PREMIUM/DISCOUNT
INFORMATION
Information
regarding how often each Fund’s Shares traded on the Exchange at a price above
(i.e.,
at a premium) or below (i.e.,
at a discount) its NAV is available on the Funds’ website at
www.CloughETFs.com.
ADDITIONAL
NOTICES
Shares
are not sponsored, endorsed, or promoted by the Exchange. The Exchange is not
responsible for, nor has it participated in the determination of, the timing,
prices, or quantities of the Funds’ Shares to be issued, nor in the
determination or calculation of the equation by which Shares are redeemable. The
Exchange has no obligation or liability to owners of the Funds’ Shares in
connection with the administration, marketing, or trading of the Funds’
Shares.
Without
limiting any of the foregoing, in no event shall the Exchange have any liability
for any lost profits or indirect, punitive, special, or consequential damages
even if notified of the possibility thereof.
The
Adviser and the Funds make no representation or warranty, express or implied, to
the owners of Shares or any member of the public regarding the advisability of
investing in securities generally or in a Fund particularly.
FINANCIAL
HIGHLIGHTS
The
financial highlights table below shows the financial performance information for
each Fund’s five most recent fiscal years (or the life of a Fund, if shorter).
Certain information reflects financial results for a single share of a Fund. The
financial highlights for the periods from each Fund’s inception to October 31,
2023 represent the periods during which the Funds were advised by Changebridge
Capital, LLC, which is no longer the adviser to the Funds effective August 29,
2023. The total returns in the table represent the rate that you would have
earned or lost on an investment in a Fund (assuming you reinvested all
distributions). This information has been audited by Cohen & Company, Ltd.,
the independent registered public accounting firm of the Funds, whose report,
along with each Fund’s financial statements, is included in the Funds’
Annual
Report
to Shareholders,
which is available upon request.
CLOUGH
HEDGED EQUITY ETF
Financial
Highlights
For
a Share Outstanding Throughout Each Period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
| Year
Ended October 31, 2023 |
| Year
Ended October 31, 2022 |
|
Period
Ended
October
31,
2021(1) |
Net
Asset Value, Beginning of Period |
$ |
23.34 |
|
| $ |
26.21 |
|
| $ |
20.00 |
|
|
|
|
|
| |
Income
(Loss) from investment operations: |
|
|
|
| |
Net
investment income (loss)(2) |
0.04 |
|
| (0.41) |
|
| (0.39) |
|
Net
realized and unrealized gain (loss) |
(4.58) |
|
| (2.46) |
|
| 6.60 |
|
Total
from investment operations |
(4.54) |
|
| (2.87) |
|
| 6.21 |
|
|
|
|
|
| |
Net
Asset Value, End of Period |
$ |
18.80 |
|
| $ |
23.34 |
|
| $ |
26.21 |
|
|
|
|
|
| |
Total
return, at NAV(3)(5) |
(19.46) |
% |
| (10.95) |
% |
| 31.06 |
% |
Total
return, at Market(4)(5) |
(19.75) |
% |
| (10.66) |
% |
| 31.04 |
% |
|
|
|
|
| |
Supplemental
Data and Ratios: |
|
|
|
| |
Net
assets, end of period (000’s) |
$ |
6,767 |
|
| $ |
5,602 |
|
| $ |
7,863 |
|
|
|
|
|
| |
Ratio
of expenses to average net assets, including dividends and interest
expense on short positions(6) |
2.93 |
% |
| 2.48 |
% |
| 2.14 |
% |
Ratio
of expenses to average net assets, excluding dividends and interest
expense on short positions(6) |
1.70 |
% |
| 1.70 |
% |
| 1.70 |
% |
Ratio
of net investment income (loss) to average net assets, including dividends
and interest expense on short positions(6) |
0.19 |
% |
| (1.80) |
% |
| (1.58) |
% |
Ratio
of net investment income (loss) to average net assets, excluding dividends
and interest expense on short positions(6) |
1.42 |
% |
| (1.02) |
% |
| (1.14) |
% |
Portfolio
turnover rate(5)(7) |
784%(8) |
| 379 |
% |
| 160 |
% |
(1)The
Fund commenced operations on November 12, 2020.
(2)Per
share net investment income (loss) was calculated using average shares
outstanding.
(3)Net
asset value total return is calculated assuming an initial investment made at
the net asset value at the beginning of the period, reinvestment of all
dividends and distributions at net asset value on ex-date during the period, if
any, and redemption on the last day of the period at net asset value. This
percentage is not an indication of the performance of a shareholder’s investment
in the Fund based on market value due to the differences between the market
price of the shares and the net asset value per share of the Fund.
(4)Market
value total return is calculated assuming an initial investment made at market
value at the beginning of the period, reinvestment of all dividends and
distributions at market value on pay date during the period, if any, and
redemption on the last day of the period at market value. Market value is
determined by the composite closing price. Composite closing security price is
defined as the last reported sale price on the NYSE Arca Stock Exchange. The
composite closing price is the last reported sale, regardless of volume, and not
an average price, and may have occurred on a date prior to the close of the
reporting period. Market value may be greater or less than net asset value,
depending on the Fund’s closing price on the NYSE Arca Stock
Exchange.
(5)Not
annualized for periods less than one year.
(6)Annualized
for periods less than one year.
(7)Excludes
in-kind transactions associated with creations and redemptions of the
Fund.
(8)The
change in portfolio turnover is related to the trade activity executed during
the Fund’s fiscal year.
CLOUGH
SELECT EQUITY ETF
Financial
Highlights
For
a Share Outstanding Throughout Each Period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
| Year
Ended October 31, 2023 |
| Year
Ended October 31, 2022 |
|
Period
Ended
October
31,
2021(1) |
Net
Asset Value, Beginning of Period |
$ |
23.94 |
|
| $ |
29.54 |
|
| $ |
20.00 |
|
|
|
|
|
| |
Income
(Loss) from investment operations: |
|
|
|
| |
Net
investment income (loss)(2) |
0.17 |
|
| (0.05) |
|
| (0.07) |
|
Net
realized and unrealized gain (loss) |
(2.86) |
|
| (5.55) |
|
| 9.61 |
|
Total
from investment operations |
(2.69) |
|
| (5.60) |
|
| 9.54 |
|
|
|
|
|
| |
Less
distributions paid: |
|
|
|
| |
From
net investment income |
(0.11) |
|
| — |
|
| — |
|
Total
distributions paid |
(0.11) |
|
| — |
|
| — |
|
|
|
|
|
| |
Net
Asset Value, End of Period |
$ |
21.14 |
|
| $ |
23.94 |
|
| $ |
29.54 |
|
|
|
|
|
| |
Total
return, at NAV(3)(5) |
(11.25) |
% |
| (18.97) |
% |
| 47.72 |
% |
Total
return, at Market(4)(5) |
(11.33) |
% |
| (18.91) |
% |
| 47.71 |
% |
|
|
|
|
| |
Supplemental
Data and Ratios: |
|
|
|
| |
Net
assets, end of period (000’s) |
$ |
5,496 |
|
| $ |
6,465 |
|
| $ |
10,045 |
|
|
|
|
|
| |
Ratio
of expenses to average net assets(6) |
0.85 |
% |
| 0.85 |
% |
| 0.85 |
% |
Ratio
of net investment income (loss) to average net assets(6) |
0.74 |
% |
| (0.20) |
% |
| (0.25) |
% |
Portfolio
turnover rate(5)(7) |
465%(8) |
| 222 |
% |
| 105 |
% |
(1)The
Fund commenced operations on November 12, 2020.
(2)Per
share net investment income (loss) was calculated using average shares
outstanding.
(3)Net
asset value total return is calculated assuming an initial investment made at
the net asset value at the beginning of the period, reinvestment of all
dividends and distributions at net asset value during the period, if any, and
redemption on the last day of the period at net asset value. This percentage is
not an indication of the performance of a shareholder’s investment in the Fund
based on market value due to the differences between the market price of the
shares and the net asset value per share of the Fund.
(4)Market
value total return is calculated assuming an initial investment made at market
value at the beginning of the period, reinvestment of all dividends and
distributions at market value during the period, if any, and redemption on the
last day of the period at market value. Market value is determined by the
composite closing price. Composite closing security price is defined as the last
reported sale price on the NYSE Arca Stock Exchange. The composite closing price
is the last reported sale, regardless of volume, and not an average price, and
may have occurred on a date prior to the close of the reporting period. Market
value may be greater or less than net asset value, depending on the Fund’s
closing price on the NYSE Arca Stock Exchange.
(5)Not
annualized for periods less than one year.
(6)Annualized
for periods less than one year.
(7)Excludes
in-kind transactions associated with creations and redemptions of the
Fund.
(8)The
change in portfolio turnover is related to the trade activity executed during
the Fund’s fiscal year.
CLOUGH
HEDGED EQUITY ETF
CLOUGH
SELECT EQUITY ETF
|
|
|
|
|
|
|
|
|
|
| |
Adviser |
Clough
Capital Partners L.P.
53
State Street, Floor 27
Boston,
Massachusetts 02109 |
Transfer
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 |
Custodian |
U.S.
Bank National Association
1555
North Rivercenter Drive, Suite 302
Milwaukee,
Wisconsin 53212 |
Distributor |
Vigilant
Distributors, LLC
223
Wilmington West Chester Pike, Suite 216
Chadds
Ford, Pennsylvania 19317 |
Independent
Registered Public Accounting Firm |
Cohen
& Company, Ltd.
1835
Market Street, Suite 310
Philadelphia,
Pennsylvania 19103 |
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 each Fund and
certain other additional information. The SAI is on file with the SEC and is
herein incorporated by reference into this Prospectus. It is legally considered
a part of this Prospectus.
Annual/Semi-Annual
Reports: Additional
information about each Fund’s investments is available in the Fund’s Annual and
Semi-Annual reports to shareholders and in Form N-CSR. In the Annual
Report
to Shareholders,
you will find a discussion of the market conditions and investment strategies
that significantly affected each Fund’s performance during its last fiscal year.
In Form N-CSR, you will find the Funds’ annual and semi-annual financial
statements.
You
can obtain free copies of these documents, request other information or make
general inquiries about each Fund by contacting the Funds at c/o U.S. Bank
Global Fund Services, P.O. Box 701, Milwaukee, Wisconsin 53201-0701 or by
calling 1-800-617-0004.
Shareholder
reports and other information about each Fund are also available:
•Free
of charge from the SEC’s EDGAR database on the SEC’s website at
http://www.sec.gov;
•Free
of charge from the Funds’ Internet web site at www.CloughETFs.com;
or
(SEC
Investment Company Act File No. 811-23226)